HomeMy WebLinkAbout09-10-2025 Administration Committee Complete Agenda Packet
SPECIAL NOTICE
PUBLIC ATTENDANCE & PARTICIPATION AT PUBLIC MEETINGS
Administration Committee Meeting
Wednesday, September 10, 2025
5:00 p.m.
Your participation is always welcome. OC San offers several ways in which to interact during meetings. You will find information as to these opportunities below. IN-PERSON MEETING ATTENDANCE
You may attend the meeting in-person at the following location: Orange County Sanitation District Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708 ONLINE MEETING PARTICIPATION
You may join the meeting live via Teams on your computer or similar device or web browser by
using the link below: Click here to join the meeting
We suggest testing joining a Teams meeting on your device prior to the commencement of the meeting. For recommendations, general guidance on using Teams, and instructions on joining a Teams meeting, please click here.
Please mute yourself upon entry to the meeting. Please raise your hand if you wish to speak
during the public comment section of the meeting. The Clerk of the Board will call upon you by using the name you joined with. Meeting attendees are not provided the ability to make a presentation during the meeting. Please
contact the Clerk of the Board at least 48 hours prior to the meeting if you wish to present any
items. Additionally, camera feeds may be controlled by the meeting moderator to avoid inappropriate content.
HOW TO PARTICIPATE IN THE MEETING BY TELEPHONE To join the meeting from your phone: Dial (213) 279-1455
When prompted, enter the Phone Conference ID: 334 443 258# All meeting participants may be muted during the meeting to alleviate background noise. If you are muted, please use *6 to unmute. You may also mute yourself on your device.
Please raise your hand to speak by using *5, during the public comment section of the meeting. The Clerk of the Board will call upon you by using the last 4 digits of your phone number as identification. NOTE: All attendees will be disconnected from the meeting at the beginning of Closed
Session. If you would like to return to the Open Session portion of the meeting, please login or dial-in to the Teams meeting again and wait in the Lobby for admittance. WATCH THE MEETING ONLINE
The meeting will be available for online viewing at:
https://ocsd.legistar.com/Calendar.aspx SUBMIT A COMMENT
You may submit your comments and questions in writing for consideration in advance of the meeting by using the eComment feature available online at: https://ocsd.legistar.com/Calendar.aspx or sending them to OCSanClerk@ocsan.gov with the subject line “PUBLIC COMMENT ITEM # (insert the item number relevant to your comment)”
or “PUBLIC COMMENT NON-AGENDA ITEM”.
You may also submit comments and questions for consideration during the meeting by using the eComment feature available online at: https://ocsd.legistar.com/Calendar.aspx. The eComment feature will be available for the duration of the meeting.
All written public comments will be provided to the legislative body and may be read into the record or compiled as part of the record.
For any questions and/or concerns, please contact the Clerk of the Board’s office at
714-593-7433. Thank you for your interest in OC San!
September 3, 2025 NOTICE OF REGULAR MEETING
ADMINISTRATION COMMITTEE ORANGE COUNTY SANITATION DISTRICT
Wednesday, September 10, 2025 – 5:00 P.M. Headquarters 18480 Bandilier Circle
Fountain Valley, CA 92708
ACCESSIBILITY FOR THE GENERAL PUBLIC Your participation is always welcome. Specific information as to how to participate in this meeting is detailed on the Special Notice attached to this agenda. In general, OC San offers several ways in which to interact during this meeting: you may participate in person, join the
meeting live via Teams on your computer or similar device or web browser, join the meeting live via telephone, view the meeting online, and/or submit comments for consideration before or during the meeting.
The Regular Meeting of the Administration Committee of the Orange
County Sanitation District will be held at the above location and in the manner indicated on Wednesday, September 10, 2025 at 5:00 p.m.
ADMINISTRATION COMMITTEE MEETING DATE
BOARD MEETING DATE
09/10/25 09/24/25
10/08/25 10/22/25
11/12/25 11/19/25 *
12/10/25 12/17/25 *
JANUARY DARK 01/28/26
02/11/26 02/25/26
03/11/26 03/25/26
04/08/26 04/22/26
05/13/26 05/27/26
06/10/26 06/24/26
07/08/26 07/22/26
AUGUST DARK 08/26/26
09/09/26 09/23/26
* Meeting will be held on the third Wednesday of the month
ROLL CALL ADMINISTRATION COMMITTEE Finance, Information Technology, Environmental Services
and Human Resources
Meeting Date: September 10, 2025 Time: 5:00 p.m.
COMMITTEE MEMBERS (13)
Christine Marick, Chair
Glenn Grandis, Vice-Chair Melinda Liu
Jose Medrano
Jordan Nefulda
Andrew Nguyen
David Shawver
Chad Wanke
Erik Weigand
John Withers
Jordan Wu
Ryan Gallagher (Board Chair) Jon Dumitru (Board Vice-Chair)
OTHERS
Scott Smith, General Counsel
STAFF
Rob Thompson, General Manager
Lorenzo Tyner, Assistant General Manager Jennifer Cabral, Director of Communications
Mike Dorman, Director of Engineering
Laura Maravilla, Director of Human Resources Riaz Moinuddin, Director of Operations & Maintenance
Wally Ritchie, Director of Finance
Lan Wiborg, Director of Environmental Services
Kelly Lore, Clerk of the Board
ORANGE COUNTY SANITATION DISTRICT Effective 2/11/2025 BOARD OF DIRECTORS Complete Roster
AGENCY/CITIES ACTIVE DIRECTOR ALTERNATE DIRECTOR
Anaheim
Carlos A. Leon
Ryan Balius
Brea Christine Marick Cecilia Hupp
Buena Park Joyce Ahn Lamiya Hoque
Cypress Scott Minikus Bonnie Peat
Fountain Valley Glenn Grandis Ted Bui
Fullerton Jamie Valencia Shana Charles
Garden Grove Stephanie Klopfenstein Cindy Ngoc Tran
Huntington Beach Pat Burns Gracey Van Der Mark
Irvine Melinda Liu Kathleen Treseder
La Habra Jose Medrano Rose Espinoza
La Palma Debbie Baker Vikesh Patel
Los Alamitos Jordan Nefulda Tanya Doby
Newport Beach Erik Weigand Michelle Barto
Orange Jon Dumitru John Gyllenhammer
Placentia Chad Wanke Ward Smith
Santa Ana Johnathan Ryan Hernandez Jessie Lopez
Seal Beach Lisa Landau Ben Wong
Stanton David Shawver John D. Warren
Tustin Ryan Gallagher Austin Lumbard
Villa Park Jordan Wu Kelly McBride
Sanitary/Water Districts
Costa Mesa Sanitary District Bob Ooten
Art Perry
Midway City Sanitary District Andrew Nguyen Tyler Diep
Irvine Ranch Water District John Withers Dan Ferons
Yorba Linda Water District Tom Lindsey Gene Hernandez
County Areas
Board of Supervisors Doug Chaffee Janet Nguyen
ADMINISTRATION COMMITTEE
Regular Meeting Agenda
Wednesday, September 10, 2025 - 5:00 PM
Board Room
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
ACCOMMODATIONS FOR THE DISABLED: If you require any special disability related accommodations,
please contact the Orange County Sanitation District (OC San) Clerk of the Board’s office at (714) 593-7433 at
least 72 hours prior to the scheduled meeting. Requests must specify the nature of the disability and the type
of accommodation requested.
AGENDA POSTING: In accordance with the requirements of California Government Code Section 54954.2, this
agenda has been posted outside OC San's Headquarters located at 18480 Bandilier Circle, Fountain Valley,
California, and on the OC San’s website at www.ocsan.gov not less than 72 hours prior to the meeting date and
time above. All public records relating to each agenda item, including those distributed less than 72 hours
prior to the meeting to a majority of the Board of Directors, are available for public inspection with the Clerk of
the Board.
AGENDA DESCRIPTION: The agenda provides a brief general description of each item of business to be
considered or discussed. The recommended action does not indicate what action will be taken. The Board of
Directors may take any action which is deemed appropriate.
MEETING RECORDING: A recording of this meeting is available within 24 hours after adjournment of the
meeting at https://ocsd.legistar.com/Calendar.aspx or by contacting the Clerk of the Board.
NOTICE TO DIRECTORS: To place items on the agenda for a Committee or Board Meeting, the item must be
submitted to the Clerk of the Board: Kelly A. Lore, MMC, (714) 593-7433 / klore@ocsan.gov at least 14 days
before the meeting. For any questions on the agenda, Board members may contact staff at:
General Manager: Rob Thompson, rthompson@ocsan.gov / (714) 593-7110
Asst. General Manager: Lorenzo Tyner, ltyner@ocsan.gov / (714) 593-7550
Director of Communications: Jennifer Cabral, jcabral@ocsan.gov / (714) 593-7581
Director of Engineering: Mike Dorman, mdorman@ocsan.gov / (714) 593-7014
Director of Environmental Services: Lan Wiborg, lwiborg@ocsan.gov / (714) 593-7450
Director of Finance: Wally Ritchie, writchie@ocsan.gov / (714) 593-7570
Director of Human Resources: Laura Maravilla, lmaravilla@ocsan.gov / (714) 593-7007
Director of Operations & Maintenance: Riaz Moinuddin, rmoinuddin@ocsan.gov / (714) 593-7269
ADMINISTRATION COMMITTEE Regular Meeting Agenda Wednesday, September 10, 2025
CALL TO ORDER
PLEDGE OF ALLEGIANCE
ROLL CALL AND DECLARATION OF QUORUM:
Clerk of the Board
PUBLIC COMMENTS:
Your participation is always welcome. Specific information as to how to participate in a meeting is detailed in the
Special Notice attached to this agenda. In general, OC San offers several ways in which to interact during
meetings: you may participate in person, join the meeting live via Teams on your computer or similar device or
web browser, join the meeting live via telephone, view the meeting online, and/or submit comments for
consideration before or during the meeting.
REPORTS:
The Committee Chairperson and the General Manager may present verbal reports on miscellaneous matters of
general interest to the Directors. These reports are for information only and require no action by the Directors.
CONSENT CALENDAR:
Consent Calendar Items are considered to be routine and will be enacted, by the Committee, after one motion,
without discussion. Any items withdrawn from the Consent Calendar for separate discussion will be considered in
the regular order of business.
1.2025-4429APPROVAL OF MINUTES
RECOMMENDATION:
Approve minutes of the Regular meeting of the Administration Committee held July 9,
2025.
Originator:Kelly Lore
Agenda Report
07-09-2025 Administration Committee Meeting Minutes
Attachments:
2.2025-4372REIMBURSEMENTS TO BOARD MEMBERS AND STAFF
RECOMMENDATION: Recommend to the Board of Directors to:
Receive and file report of reimbursements to Board Members and Staff per
Government Code Section 53065.5 for the period July 1, 2024 through June 30, 2025.
Originator:Wally Ritchie
Agenda Report
FY 24-25 Board Members & Staff Reimbursement Report
Attachments:
Page 1 of 5
ADMINISTRATION COMMITTEE Regular Meeting Agenda Wednesday, September 10, 2025
3.2025-4454PLANT NO. 2 INDUSTRIAL CONTROL SYSTEM INDUSTRIAL
ETHERNET SWITCH NETWORK REFRESH
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve a Purchase Order Contract to World Wide Technology, LLC for the
purchase of Network Infrastructure Hardware for the Plant No. 2 Industrial
Control System Industrial Ethernet Switch Network Refresh utilizing the OMNIA
Cooperative Purchasing Agreement, Contract No. R210407, for a total amount
not to exceed $224,939 (Includes Sales Tax); and
B. Approve a contingency in the amount of $22,494 (10%).
Originator:Wally Ritchie
Agenda ReportAttachments:
4.2025-4467FLEET VEHICLE REPLACEMENT PURCHASES
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve the purchase of replacement vehicles and electric utility carts for
Orange County Sanitation District’s fleet as initially approved in the adopted
Fiscal Year 2025-26 Budget in the amount of $1,487,300; and
B. Delegate to the General Manager and Purchasing Manager the authority to
purchase replacement vehicles and carts during the fiscal year in the not to
exceed amount listed above, utilizing the method of procurement determined by
the General Manager to be in the best interest of OC San, to include cooperative
contract, competitive solicitation, or sole source.
Originator:Lorenzo Tyner
Agenda ReportAttachments:
NON-CONSENT:
5.2025-4473COOPERATIVE PROCUREMENT WITH CARRIER GLOBAL
CORPORATION FOR HVAC MAINTENANCE SERVICES
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve a Blanket Purchase Order with Carrier Global Corporation for HVAC
Maintenance and Repair services at Orange County Sanitation District facilities
in an amount not to exceed $1,400,000, utilizing the Sourcewell Cooperative
Master Agreement No. 080824-CAR for the period October 1, 2025, through
September 30, 2026, with three (3) one-year renewal options; and
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ADMINISTRATION COMMITTEE Regular Meeting Agenda Wednesday, September 10, 2025
B. Approve a contingency in the amount of $140,000 (10%).
Originator:Lorenzo Tyner
Agenda ReportAttachments:
6.2025-4469PUBLIC AFFAIRS UPDATE FOR THE MONTHS OF JULY AND
AUGUST 2025
RECOMMENDATION: Recommend to the Board of Directors to:
Receive and file the Public Affairs Update for the months of July and August 2025.
Originator:Jennifer Cabral
Agenda Report
Outreach and Media Report for July and August
Presentation
Attachments:
7.2025-4472LEGISLATIVE AFFAIRS UPDATE FOR THE MONTHS OF JULY AND
AUGUST 2025
RECOMMENDATION: Recommend to the Board of Directors to:
Receive and file the Legislative Affairs Update for the months of July and August 2025.
Originator:Jennifer Cabral
Agenda Report
Federal Legislative Update
Federal Matrix
State Legislative Update
State Matrix
Local Legislative Update
Presentation
Attachments:
8.2025-4263WASTEWATER REFUNDING REVENUE OBLIGATIONS, SERIES
2025A
RECOMMENDATION: Recommend to the Board of Directors to:
A. Adopt Resolution No. OC SAN 25-XX titled: “A Resolution of the Board of
Directors of the Orange County Sanitation District authorizing the execution and
delivery by the District of an Installment Purchase Agreement, a Trust
Agreement, a Purchase Agreement, a Continuing Disclosure Agreement and an
Escrow Agreement in connection with the Orange County Sanitation District
Wastewater Refunding Revenue Obligations, Series 2025A, authorizing the
execution and delivery of such Revenue Obligations evidencing principal in an
aggregate amount of not to exceed $120,000,000, approving a Notice of
Intention to Sell, authorizing the distribution of an Official Notice Inviting Bids
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ADMINISTRATION COMMITTEE Regular Meeting Agenda Wednesday, September 10, 2025
and an Official Statement in connection with the offering and sale of such
Revenue Obligations and authorizing the execution of necessary documents and
related actions”; and
B. That the Orange County Sanitation District Financing Corporation approve the
documents supporting and authorizing the Revenue Obligations in an aggregate
amount not to exceed $120,000,000.
Originator:Wally Ritchie
Agenda Report
Proposed Resolution No. OC SAN 25-XX
Proposed Financing Corporation Resolution No. FC-XX
Draft Installment Purchase Agreement
Draft Trust Agreement
Draft Purchase Agreement
Draft Escrow Agreement (Series 2016A)
Draft Notice of Intention to Sell
Draft Official Notice Inviting Bids
Draft Preliminary Official Statement
Draft Continuing Disclosure Agreement
Attachments:
9.2025-4457RELINQUISHMENT AND DISPOSITION PROCEDURES FOR
VACATION AND SALE OF EXCESS EASEMENTS INTERESTS
RECOMMENDATION: Recommend to the Board of Directors to:
Adopt Resolution No. OC SAN 25-XX titled, “A Resolution of the Board of Directors of
Orange County Sanitation District Permitting the Establishment of Relinquishment and
Disposition Procedures for Vacation and Sale of Excess Easement Interests.”
Originator:Lorenzo Tyner
Agenda Report
Resolution OC SAN 25-XX
DRAFT OC SAN Relinquishment of Easements Procedure
2025
DRAFT OC San Purchase and Sale Agreement
Relinquishment of Easements Form
Attachments:
INFORMATION ITEMS:
10.2025-4481ORANGE COUNTY SANITATION DISTRICT ENVIRONMENTAL
SERVICES DEPARTMENT UPDATE
RECOMMENDATION:
Information Item.
Page 4 of 5
ADMINISTRATION COMMITTEE Regular Meeting Agenda Wednesday, September 10, 2025
Originator:Lan Wiborg
Agenda Report
Presentation
Attachments:
DEPARTMENT HEAD REPORTS:
CLOSED SESSION:
None.
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF
ANY:
BOARD OF DIRECTORS INITIATED ITEMS FOR A FUTURE MEETING:
At this time Directors may request staff to place an item on a future agenda.
ADJOURNMENT:
Adjourn the meeting until the Regular Meeting of the Administration Committee Meeting on
October 8, 2025 at 5:00 p.m.
Page 5 of 5
ADMINISTRATION COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2025-4429 Agenda Date:9/10/2025 Agenda Item No:1.
FROM:Robert Thompson, General Manager
Originator: Kelly A. Lore, Clerk of the Board
SUBJECT:
APPROVAL OF MINUTES
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION:
Approve minutes of the Regular meeting of the Administration Committee held July 9, 2025.
BACKGROUND
In accordance with the Board of Directors Rules of Procedure,an accurate record of each meeting
will be provided to the Directors for subsequent approval at the following meeting.
RELEVANT STANDARDS
·Resolution No. OC SAN 24-09
ATTACHMENT
The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda
package:
·July 9, 2025 Administration Committee meeting minutes
Orange County Sanitation District Printed on 8/29/2025Page 1 of 1
powered by Legistar™
Orange County Sanitation District
Minutes for the
ADMINISTRATION COMMITTEE
Wednesday, July 9, 2025
5:00 PM
Board Room
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
CALL TO ORDER
A regular meeting of the Administration Committee of the Orange County Sanitation District
was called to order by Committee Vice-Chairman Glenn Grandis on Wednesday, July 9, 2025
at 5:00 p.m. in the Orange County Sanitation District Headquarters and led the Pledge of
Allegiance.
ROLL CALL AND DECLARATION OF QUORUM:
Assistant Clerk of the Board Tania Moore declared a quorum present as follows:
PRESENT:Jon Dumitru, Ryan Gallagher, Glenn Grandis, Melinda Liu, Jose
Medrano, Andrew Nguyen, David Shawver, Chad Wanke, Erik
Weigand, John Withers, Jordan Wu and Tanya Doby (Alternate)
ABSENT:Christine Marick
STAFF PRESENT: Rob Thompson, General Manager; Lorenzo Tyner, Assistant General
Manager; Jennifer Cabral, Director of Communications; Mike Dorman, Director of
Engineering; Laura Maravilla, Director of Human Resources; Riaz Moinuddin, Director of
Operations and Maintenance; Wally Ritchie, Director of Finance; Lan Wiborg, Director of
Environmental Services; Tania Moore, Assistant Clerk of the Board; Mo Abiodun; Belen
Carrillo; Jackie Castro; Sam Choi; Thys DeVries; John Frattali; Al Garcia; Elsa Garcia; Mark
Kawamoto; Rebecca Long; Tom Meregillano; Rob Michaels; Aldwin Ramirez; Don Stokes;
Thomas Vu; and Kevin Work were present in the Board Room.
OTHERS PRESENT: Scott Smith, General Counsel; Peter Whittingham, Whittingham Public
Affairs Advisors; Anna Laliberte, Alliant; Darren Hodge and Fred Dilly, PFM, were present in
the Board Room. Eric Sapirstein, ENS Resources, and Eric O’Donnell, Townsend Public
Affairs, were present telephonically.
PUBLIC COMMENTS:
None.
REPORTS:
Vice-Chair Grandis reported that information regarding OC San's Trawl and Rig Fishing cruise
days could be found in their bluebooks. He stated that sampling cruises would be offered in
August and September, along with a "Day at the Dock" option for those interested in touring
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ADMINISTRATION
COMMITTEE
Minutes July 9, 2025
the vessel without going out to sea. He encouraged those interested to complete the attached
form and to direct any questions to the Clerk of the Board.
General Manager Rob Thompson reminded the Committee that there will be no meeting in
August.
CONSENT CALENDAR:
1.APPROVAL OF MINUTES 2025-4368
Originator: Kelly Lore
MOVED, SECONDED, AND DULY CARRIED TO:
Approve minutes of the Regular meeting of the Administration Committee held June
11, 2025.
AYES:Jon Dumitru, Ryan Gallagher, Glenn Grandis, Melinda Liu, Jose
Medrano, Andrew Nguyen, David Shawver, John Withers, Jordan Wu
and Tanya Doby (Alternate)
NOES:None
ABSENT:Christine Marick and Chad Wanke
ABSTENTIONS:Erik Weigand
2.TECHNICAL EVALUATION OF LOCAL LIMITS, SPECIFICATION NO.
CS-2025-666BD
2025-4289
Originator: Lan Wiborg
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
A. Approve a Professional Consultant Services Agreement to EEC Environmental
for Technical Evaluation of Local Limits, Specification No. CS-2025-666BD, for a
total amount not to exceed $459,840; and
B. Approve a contingency of $68,976 (15%).
AYES:Jon Dumitru, Ryan Gallagher, Glenn Grandis, Melinda Liu, Jose
Medrano, Andrew Nguyen, David Shawver, Erik Weigand, John
Withers, Jordan Wu and Tanya Doby (Alternate)
NOES:None
ABSENT:Christine Marick and Chad Wanke
ABSTENTIONS:None
3.ABANDONED SEWER EASEMENT QUITCLAIM DEED 2025-4320
Originator: Lorenzo Tyner
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ADMINISTRATION
COMMITTEE
Minutes July 9, 2025
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
A. Approve the Easement Quitclaim Deed authorizing the relinquishment of an
Easement with the City of Huntington Beach for abandoned sewer easement to
SLF- HB Magnolia, LLC, a Delaware limited liability company, in a form
approved by General Counsel; and
B. Direct the Clerk of the Board to record the Easement Quitclaim Deed with the
Orange County Clerk-Recorder’s Office.
AYES:Jon Dumitru, Ryan Gallagher, Glenn Grandis, Melinda Liu, Jose
Medrano, Andrew Nguyen, David Shawver, Erik Weigand, John
Withers, Jordan Wu and Tanya Doby (Alternate)
NOES:None
ABSENT:Christine Marick and Chad Wanke
ABSTENTIONS:None
4.ENVIRONMENTAL REGULATORY REPORTS 2025-4332
Originator: Lan Wiborg
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
Receive and file the following environmental regulatory reports: Annual Biosolids
Management Compliance Report CY 2024, Annual Pretreatment Program Report FY
2024 (July 2023-June 2024), Semi-Annual Pretreatment Program Report
(July-December 2024), Annual Mandatory Reporting of Greenhouse Gas Emissions
Report CY 2024, Annual Emissions Report CY 2024, and the Marine Monitoring
Annual Report FY 2024 (July 2023-June 2024).
AYES:Jon Dumitru, Ryan Gallagher, Glenn Grandis, Melinda Liu, Jose
Medrano, Andrew Nguyen, David Shawver, Erik Weigand, John
Withers, Jordan Wu and Tanya Doby (Alternate)
NOES:None
ABSENT:Christine Marick and Chad Wanke
ABSTENTIONS:None
5.ADOPTION OF THE 2025 ORANGE COUNTY WATER AND
WASTEWATER MULTI-JURISDICTIONAL HAZARD MITIGATION
PLAN
2025-4355
Originator: Laura Maravilla
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
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ADMINISTRATION
COMMITTEE
Minutes July 9, 2025
Adopt Resolution No. OC SAN 25-XX entitled: “A Resolution of the Board of Directors
of the Orange County Sanitation District Adopting the 2025 Orange County Water and
Wastewater Multi-Jurisdictional Hazard Mitigation Plan”.
AYES:Jon Dumitru, Ryan Gallagher, Glenn Grandis, Melinda Liu, Jose
Medrano, Andrew Nguyen, David Shawver, Erik Weigand, John
Withers, Jordan Wu and Tanya Doby (Alternate)
NOES:None
ABSENT:Christine Marick and Chad Wanke
ABSTENTIONS:None
7.RENEWAL OF 11:11 SYSTEMS DISASTER RECOVERY AS A
SERVICE AND CLOUD OBJECT STORAGE CONTRACT
2025-4369
Originator: Wally Ritchie
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
A. Approve a Purchase Order Contract to Nth Generation for the purchase of 11:11
Systems Disaster Recovery as a Service ($415,942.56) and Cloud Object
Storage ($182,554.85) for a three (3) year term using the NASPO ValuePoint
Master Agreement No. 7-17-70-40-05, for a total amount not to exceed
$598,497.41, plus applicable sales tax; and
B. Approve a contingency in the amount of $59,849.74 (10%).
AYES:Jon Dumitru, Ryan Gallagher, Glenn Grandis, Melinda Liu, Jose
Medrano, Andrew Nguyen, David Shawver, Erik Weigand, John
Withers, Jordan Wu and Tanya Doby (Alternate)
NOES:None
ABSENT:Christine Marick and Chad Wanke
ABSTENTIONS:None
9.VIDEO PRODUCTION SERVICES, SPECIFICATION NO.
CS-2025-664BD
2025-4288
Originator: Jennifer Cabral
MOVED, SECONDED, AND DULY CARRIED TO:
A. Approve a Professional Consultant Services Agreement to Windsong
Productions, LLC to provide Video Production Services, Specification No.
CS-2025-664BD for a total amount not to exceed $148,863; and
B. Approve a contingency of $14,886 (10%).
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ADMINISTRATION
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Minutes July 9, 2025
AYES:Jon Dumitru, Ryan Gallagher, Glenn Grandis, Melinda Liu, Jose
Medrano, Andrew Nguyen, David Shawver, Erik Weigand, John
Withers, Jordan Wu and Tanya Doby (Alternate)
NOES:None
ABSENT:Christine Marick and Chad Wanke
ABSTENTIONS:None
At the request of Vice-Chair Grandis, Item Nos. 6 and 8 were pulled and heard separately
and he recused himself from both items due to a conflict of interest.
6.RENEWAL OF NUTANIX SOFTWARE LICENSE AGREEMENT 2025-4357
Originator: Wally Ritchie
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
A. Approve a Purchase Order Contract to ePlus Technology Inc., an authorized
Carahsoft Technology, Corp. reseller, for the purchase of the Nutanix Software
License Agreement Renewal for a one (1) year term using the NASPO
ValuePoint Master Agreement No. AR2472, California Contract # 7-17-70-40-05,
for a total amount not to exceed $306,004, plus applicable sales tax; and
B. Approve a contingency in the amount of $30,600 (10%).
AYES:Jon Dumitru, Ryan Gallagher, Melinda Liu, Jose Medrano, Andrew
Nguyen, David Shawver, Erik Weigand, John Withers, Jordan Wu
and Tanya Doby (Alternate)
NOES:None
ABSENT:Christine Marick and Chad Wanke
ABSTENTIONS:None
RECUSED:Glenn Grandis
8.SERVICENOW SOFTWARE LICENSE AGREEMENT RENEWAL 2025-4370
Originator: Wally Ritchie
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
A. Approve a Purchase Order for a one-year contract with Carahsoft Technology,
Corp. for a software license agreement with ServiceNow, utilizing the NASPO
ValuePoint Master Agreement No. AR2472, California Contract # 7-17-70-40-05
for a total amount not to exceed $296,904; and
B. Approve a contingency of $29,690 (10%).
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ADMINISTRATION
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Minutes July 9, 2025
AYES:Jon Dumitru, Ryan Gallagher, Melinda Liu, Jose Medrano, Andrew
Nguyen, David Shawver, Erik Weigand, John Withers, Jordan Wu
and Tanya Doby (Alternate)
NOES:None
ABSENT:Christine Marick and Chad Wanke
ABSTENTIONS:None
RECUSED:Glenn Grandis
NON-CONSENT:
Director Chad Wanke arrived at the meeting at 5:09 p.m.
10.LEGISLATIVE AFFAIRS UPDATE FOR THE MONTH OF JUNE 2025 2025-4366
Originator: Jennifer Cabral
Director of Communications Jennifer Cabral introduced Peter Whittingham,
Whittingham Public Affairs Advisors, who provided a PowerPoint presentation
regarding the local legislative report.
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
Receive and file the Legislative Affairs Update for the month of June 2025.
AYES:Jon Dumitru, Ryan Gallagher, Glenn Grandis, Melinda Liu, Jose
Medrano, Andrew Nguyen, David Shawver, Chad Wanke, Erik
Weigand, John Withers, Jordan Wu and Tanya Doby (Alternate)
NOES:None
ABSENT:Christine Marick
ABSTENTIONS:None
11.YEAR-END UPDATE TO THE PUBLIC AFFAIRS STRATEGIC PLAN
FOR FISCAL YEARS 2024-2026
2025-4227
Originator: Jennifer Cabral
Ms. Cabral delivered a PowerPoint presentation summarizing the Public Affairs
Year-End Report, which included an overview of the Public Affair's team, their core
functions, and primary responsibilities. The presentation also featured employee
engagement initiatives and various media and educational outreach efforts. The
presentation provided information on branding as well as industry experts, an overview
of construction outreach, updates on government affairs, legislative matters, General
Manager support, testimonials, provided a preview of the upcoming year, and outlined
next steps.
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
Page 6 of 9
ADMINISTRATION
COMMITTEE
Minutes July 9, 2025
Receive and file the Fiscal Year 2024-2025 Year-End Update to the Public Affairs
Strategic Plan (FY 2024-2026).
AYES:Jon Dumitru, Ryan Gallagher, Glenn Grandis, Melinda Liu, Jose
Medrano, Andrew Nguyen, David Shawver, Chad Wanke, Erik
Weigand, John Withers, Jordan Wu and Tanya Doby (Alternate)
NOES:None
ABSENT:Christine Marick
ABSTENTIONS:None
12.2026 BENEFITS INSURANCE RENEWAL 2025-4367
Originator: Laura Maravilla
Director of Human Resources Laura Maravilla provided a brief introduction and
explanation of the proposed benefits insurance renewals.
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
A. Approve the Orange County Sanitation District 2026 Benefits Insurance Renewal
with the carriers listed below for an overall not-to-exceed amount of
$18,101,586, as specified below:
1. Benefit coordinators Company (BCC) (medical, dental, vision plans, and
Employee Assistance Program [EAP]) - Not to Exceed $16,608,082;
2. Lincoln Financial (basic life, short- and long-term disability) - Not to Exceed
$540,038;
3. Lincoln Financial (EMT & Manager disability) - Not to Exceed $40,000;
4. HealthEquity (Health Savings Accounts [HSA]) - Not to Exceed $51,263;
5. Voya (Health Reimbursement Arrangement [HRA]) - Not to Exceed
$207,900;
6. WEX (Flexible Spending Accounts [FSA]) - Not to Exceed $10,015;
7. BCC (retiree-paid health premiums, recouped from retirees through monthly
payments) - Not to Exceed $644,288;
8. Approve a contingency of $905,079 (5%); and
B. Authorize the General Manager to revise the carriers within the not-to-exceed
amounts listed above for operational efficiency and/or to better meet the needs
of the Orange County Sanitation District and participants.
Page 7 of 9
ADMINISTRATION
COMMITTEE
Minutes July 9, 2025
AYES:Jon Dumitru, Ryan Gallagher, Glenn Grandis, Melinda Liu, Jose
Medrano, Andrew Nguyen, David Shawver, Chad Wanke, Erik
Weigand, John Withers, Jordan Wu and Tanya Doby (Alternate)
NOES:None
ABSENT:Christine Marick
ABSTENTIONS:None
13.WASTEWATER REFUNDING REVENUE OBLIGATIONS, SERIES
2025A
2025-4265
Originator: Wally Ritchie
Director of Finance Wally Ritchie provided a brief introduction to and explanation of the
item.
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of
Directors to:
Authorize the General Manager to issue new fixed rate Certificates of Participation, to
be referred to as Wastewater Refunding Revenue Obligations, in an amount sufficient
to refund up to $109,935,000 of Wastewater Refunding Revenue Obligations, Series
2016A.
AYES:Jon Dumitru, Ryan Gallagher, Glenn Grandis, Melinda Liu, Jose
Medrano, Andrew Nguyen, David Shawver, Chad Wanke, Erik
Weigand, John Withers, Jordan Wu and Tanya Doby (Alternate)
NOES:None
ABSENT:Christine Marick
ABSTENTIONS:None
INFORMATION ITEMS:
None.
DEPARTMENT HEAD REPORTS:
None.
CLOSED SESSION:
None.
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF
ANY:
None.
Page 8 of 9
ADMINISTRATION
COMMITTEE
Minutes July 9, 2025
BOARD OF DIRECTORS INITIATED ITEMS FOR A FUTURE MEETING:
Director David Shawver made mention of pending Senate Bill 79 (SB79) regarding housing
development and asked that staff watch for how it will affect OC San infrastructure in the
future. Staff is monitoring the status of the development of the bill.
ADJOURNMENT:
Vice-Chair Grandis declared the meeting adjourned at 5:47 p.m. to the next Regular
Administration Committee meeting to be held on Wednesday, September 10, 2025 at 5:00
p.m.
Submitted by:
_____________________
Tania Moore, CMC
Assistant Clerk of the Board
Page 9 of 9
ADMINISTRATION COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2025-4372 Agenda Date:9/10/2025 Agenda Item No:2.
FROM:Robert Thompson, General Manager
Originator: Wally Ritchie, Director of Finance
SUBJECT:
REIMBURSEMENTS TO BOARD MEMBERS AND STAFF
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION: Recommend to the Board of Directors to:
Receive and file report of reimbursements to Board Members and Staff per Government Code
Section 53065.5 for the period July 1, 2024 through June 30, 2025.
BACKGROUND
Government Code Section 53065.5 requires all Special Districts to disclose any reimbursements paid
by the District within the immediately preceding fiscal year of at least one hundred dollars ($100)or
more for each individual charge for services or product received.The individual charge includes,but
is not limited to,tuition reimbursement;certificate or license reimbursement;or meals,lodging,
transportation,or registration fee reimbursed to any employee or member of the governing body of
the District.The disclosure requirement shall be fulfilled by including the reimbursement information
in a document published or printed at least annually by a date determined by the District and shall be
made available for public inspection.Attached is the report of these reimbursements for the fiscal
year ended June 30, 2025.
RELEVANT STANDARDS
·Comply with Government Code Section 53065.5
PROBLEM
N/A
PROPOSED SOLUTION
N/A
Orange County Sanitation District Printed on 9/2/2025Page 1 of 2
powered by Legistar™
File #:2025-4372 Agenda Date:9/10/2025 Agenda Item No:2.
TIMING CONCERNS
Disclosure of reimbursements must be made at least annually for costs incurred the immediately
preceding fiscal year.
RAMIFICATIONS OF NOT TAKING ACTION
N/A
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
N/A
CEQA
N/A
FINANCIAL CONSIDERATIONS
All listed reimbursements have already been paid.
ATTACHMENT
The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda
package:
·FY 24-25 Board Members & Staff Reimbursement Report
Orange County Sanitation District Printed on 9/2/2025Page 2 of 2
powered by Legistar™
Orange County Sanitation District
Reimbursements to Board Members and Staff - July 1, 2024 through June 30, 2025
Date Recipient Amount Description
07/25/24 Arce, Aaron 287.26$ Tuition Reimbursement
07/25/24 Crow, Chad C.2,279.25 Tuition Reimbursement
07/25/24 Dey, Jesse D.1,683.00 Tuition Reimbursement
07/25/24 Escobar, Kevin A.1,220.00 Tuition Reimbursement
07/25/24 Gasca, Luis 100.00 Certification/License Reimbursement
07/25/24 Holden, Todd A.307.45 Tuition Reimbursement
07/25/24 Lee, Sai L.270.00 Certification/License Reimbursement
07/25/24 Myers, Dawn K.249.00 Certification/License Reimbursement
07/25/24 Namini, Shahrzad F.150.00 Certification/License Reimbursement
07/25/24 Ruiz, Stefanie R.1,488.60 Tuition Reimbursement
07/25/24 Tafolla, Brian J.275.00 Certification/License Reimbursement
08/05/24 Gomez, Jennifer R.2,128.90 ESRI Conference , San Diego, CA, 7/15-7/19/24
08/05/24 Hino, Michael R.1,700.05 ESRI Conference , San Diego, CA, 7/15-7/18/24
08/05/24 Mendez-Watkins, Marcos D. 1,190.08 ESRI Conference , San Diego, CA, 7/16-7/18/24
08/05/24 Thompson, Robert C.944.86 Singapore International Water Week , Singapore, 6/13-6/23/24
08/08/24 Davila, Rudy 1,332.54 Tuition Reimbursement
08/08/24 Frazier, Jessica E.402.94 Certification/License Reimbursement
08/12/24 Allison, Wendy A.381.53 California Coastal Commission, San Rafael, CA, 7/10-7/11/24
08/12/24 Dorman, Michael T.379.18 California Coastal Commission, San Rafael, CA, 7/10-7/11/24
08/12/24 Edwards, Troy J.214.47 ESRI Conference , San Diego, CA, 45491
08/12/24 Murra, Cindy K.214.81 California Coastal Commission, San Rafael, CA, 7/10-7/11/24
08/12/24 Nguyen, Mi T.446.13 ESRI Conference , San Diego, CA, 7/17-7/18/24
08/12/24 Orndorff, Jonathan T.1,099.01 ESRI Conference , San Diego, CA, 7/16-7/18/24
08/12/24 Patlan, Emanuel 221.00 Membership
08/12/24 Rosas, Henry M.119.71 Parts Reimbursement
08/12/24 Rosas, Henry M.181.93 Parts Reimbursement
08/12/24 Sakamoto, Ken A.858.83 ESRI Conference , San Diego, CA, 7/15-7/19/24
08/12/24 Siew, Adrian P.216.74 ESRI Conference , San Diego, CA, 45490
08/12/24 Stokes, Don F.1,300.00 Conference Registration
08/12/24 Terriquez, Laura A.771.25 ESRI Conference , San Diego, CA, 7/15-7/19/24
08/12/24 Thompson, Robert C.321.10 Supplies Reimbursement
08/12/24 Villalba, Raymond 138.63 ESRI Conference , San Diego, CA, 45491
08/12/24 Whitney, Robert M.914.26 Project P1-105 Support, Salt Lake City, UT, 7/22-7/25/24
08/12/24 Yacenda, Sunny G.552.32 ESRI Conference , San Diego, CA, 7/17-7/18/24
08/19/24 Raya, Paul A.239.00 Membership
08/22/24 Aguilar, Alex 462.19 Certification/License Reimbursement
08/22/24 Angel, Sheri Lynn V.270.00 Certification/License Reimbursement
08/22/24 Arce, Aaron 120.00 Certification/License Reimbursement
08/22/24 Compton, Travis J.106.00 Certification/License Reimbursement
08/22/24 Davila, Rudy 180.00 Certification/License Reimbursement
08/22/24 Fuchs, Shannon D.108.00 Certification/License Reimbursement
08/22/24 Gomez, Charmayne B.1,265.00 Tuition Reimbursement
08/22/24 Grande, Steve 116.00 Certification/License Reimbursement
08/22/24 Holden, Todd A.201.00 Certification/License Reimbursement
08/22/24 Kottke, Bradly 103.00 Certification/License Reimbursement
08/22/24 Lee, Daniel H.180.00 Certification/License Reimbursement
08/22/24 McMurdy, Adam M.462.19 Certification/License Reimbursement
08/22/24 Nguyen, Mi T.192.00 Certification/License Reimbursement
08/22/24 Patlan, Emanuel 111.00 Certification/License Reimbursement
08/22/24 Pour, Omeed 180.00 Certification/License Reimbursement
08/22/24 Siew, Adrian P.180.00 Certification/License Reimbursement
08/22/24 Stratmoen, Erik D.113.00 Certification/License Reimbursement
08/22/24 Suarez, Aaron M.2,190.42 Tuition Reimbursement
08/22/24 Wheatley, Christopher R. 150.00 Certification/License Reimbursement
08/22/24 Yager, David M.207.00 Certification/License Reimbursement
08/26/24 Abushaban, Randa 1,329.05 CASA Conference, Monterey, CA, 7/30-8/3/24
08/26/24 Jones, Garrett R.911.84 Chesterton Seal Training, Groveland, CA, 8/5-8/8/24
08/26/24 McMullin, Ryan 140.00 Environmental Measurement Symposium, Garden Grove, CA, 8/5-8/9/24
08/26/24 Nguyen, Man D.717.09 Black Hat USA Conference, Las Vegas, NV, 8/4-8/8/24
1 of 10 This report was prepared pursuant to California Govt Code Section 53065.5
Orange County Sanitation District
Reimbursements to Board Members and Staff - July 1, 2024 through June 30, 2025
Date Recipient Amount Description
08/26/24 Park, Hongkeun 783.78 Tri-State Seminar, Las Vegas, NV, 8/5-8/8/24
08/26/24 Phonsiri, Vanh 138.00 Environmental Measurement Symposium, Garden Grove, CA, 8/5-8/9/24
08/26/24 Siew, Adrian P. 587.10 Tri-State Seminar, Las Vegas, NV, 8/5-8/8/24
08/26/24 Thompson, Robert C. 1,019.15 CASA Conference, Monterey, CA, 7/31-8/2/24
08/29/24 Amaro, Robert A. 710.32 Tri-State Seminar, Las Vegas, NV, 8/5-8/8/24
08/29/24 Baez, Jesus 1,052.47 Chesterton Seal Training, Groveland, CA, 8/5-8/8/24
08/29/24 Brown, Mitchell A. 924.88 Tri-State Seminar, Las Vegas, NV, 8/5-8/8/24
08/29/24 Cao, Yiping 138.00 Environmental Measurement Symposium, Garden Grove, CA, 8/5-8/9/24
08/29/24 Casanova, Clifford E. 786.73 Tri-State Seminar, Las Vegas, NV, 8/5-8/8/24
08/29/24 Ferry, Cynthia L. 248.64 Supplies Reimbursement
08/29/24 Hernandez, Angel J. 942.70 Tri-State Seminar, Las Vegas, NV, 8/5-8/8/24
08/29/24 Koops, Jonathan L. 611.32 Tri-State Seminar, Las Vegas, NV, 8/5-8/8/24
08/29/24 Navarro, Ponciano S. 768.40 Tri-State Seminar, Las Vegas, NV, 8/5-8/8/24
08/29/24 Nwadiwe, Eustace 678.98 Tri-State Seminar, Las Vegas, NV, 8/5-8/8/24
08/29/24 Padilla, David C. 681.19 Tri-State Seminar, LAs Vegas, NV, 8/5-8/8/24
08/29/24 Pimentel, Anthony R. 108.00 Environmental Measurement Symposium, Garden Grove, CA, 8/5-8/9/24
08/29/24 Sandoval, Gerardo 925.32 Tri-State Seminar, Las Vegas, NV, 8/5-8/8/24
08/29/24 Schuler, Dan H. 820.61 Chesterton Seal Training, Groveland, CA, 8/5-8/8/24
08/29/24 Spencer, Case 1,098.26 American Society of Safety Professionals Conference , Denver, CO, 8/6-8/9/24
08/29/24 Tang, Jeanette A. 126.00 Environmental Measurement Symposium, Garden Grove, CA, 8/5-8/9/24
08/29/24 Taylor, Andrew J. 841.92 Tri-State Seminar, Las Vegas, NV, 8/5-8/8/24
08/29/24 Wable, Milind V. 1,828.72 WEF Residuals and Biosolids Conference, Oklahoma City, OK, 6/17-6/22/24
08/29/24 Weaver, Aaron J. 869.64 Chesterton Seal Training, Groveland, CA, 8/5-8/8/24
09/05/24 Dudek, Marta A. 1,482.00 Certification/License Reimbursement
09/05/24 Frattali, John M. 1,092.00 Tuition Reimbursement
09/09/24 Baltierra, Lorraine 129.57 Staff Appreciation Reimbursement
09/09/24 Castro, Ernesto 636.31 Tri-State Seminar, Las Vegas, NV, 8/5-8/8/24
09/09/24 Gatel, Joseph A. 1,074.00 Tri-State Seminar, Las Vegas, NV, 8/5-8/8/24
09/09/24 Grande, Steve 810.40 Tri-State Seminar, Las Vegas, NV, 8/5-8/8/24
09/09/24 Long, Rebecca 112.01 Supplies Reimbursement
09/09/24 Ngo, David 854.49 Vmware Explore, Las Vegas, NV, 8/26-8/29/24
09/09/24 Stratmoen, Erik D. 810.40 Tri-State Seminar, Las Vegas, NV, 8/5-8/8/24
09/09/24 Trang, Loc T. 1,019.88 Vmware Explore, Las Vegas, NV, 8/25-8/29/24
09/09/24 Villalba, Raymond 641.79 Tri-State Seminar, Las Vegas, NV, 8/5-8/8/24
09/16/24 Thompson, Robert C. 766.99 CASA Strategic Planning Meeting, Santa Barbara, CA, 8/25-8/27/24
09/19/24 Barajas, Ashley E. 764.00 Tuition Reimbursement
09/19/24 Canen, Darrin L. 192.00 Certification/License Reimbursement
09/19/24 Dalgoff, Jacob 180.00 Certification/License Reimbursement
09/19/24 Stokes, Don F. 121.00 Certification/License Reimbursement
09/23/24 Gomez, Charmayne B. 213.45 Lunch for Southern California Municipal Labs Workgroup
09/30/24 Fuchs, Shannon D. 806.59 Chesterton Pump Training, Woburn, MA, 8/5-8/8/24
09/30/24 Stone, Jereme J. 1,986.02 VPPA Safety Symposium, Auroral, CO, 8/24-8/29/24
09/30/24 Swenson, Brian S. 924.71 Tri-State Seminar, Las Vegas, NV, 8/5-8/8/24
10/07/24 Ahn, Scott S. 128.73 PMI Project Management Institute, Los Angeles, CA, 9/19-9/21/24
10/07/24 Ferrari, Jennifer G. 149.00 Membership
10/07/24 Hamilton, Bradley A. 793.74 MISAC Conference, Monterey, CA, 9/22-9/25/24
10/07/24 Khublall, Hardat S. 198.15 PMI Project Management Institute, Los Angeles, CA, 9/19-9/21/24
10/07/24 Michaels, Robert 865.30 MISAC Conference, Monterey, CA, 9/22-9/25/24
10/10/24 Dorman, Michael T. 172.03 Staff Appreciation Reimbursement
10/14/24 Andrews, Dana V. 1,012.24 Project P2-98A Support, Queretaro, Mexico, 9/16-9/21/24
10/14/24 Channell, Joshua J. 1,422.56 Maximo Utility Workers Group Conference, Phoenix, AZ, 9/15-9/19
10/14/24 Freeman, Jesse M. 1,088.63 Maximo Utility Workers Group Conference, Phoenix, AZ, 9/15-9/19
10/14/24 Gillon, Camille E. 645.94 AWI Annual Conference, San Diego, CA, 9/25-9/27/24
10/14/24 Gozon, Arlan I. 563.81 SMRP Conference, Orlando, FL, 10/6-10/7/24
10/14/24 Manzo, Mark A. 281.92 Power Platform Community Conference, Las Vegas, NV, 9/17-9/20/24
10/14/24 Martinez, Joshua 1,103.24 JDE Quest InFocus, Denver, CO, 9/30-10/3/24
10/14/24 Sakamoto, Ken A. 472.94 Food for Core Trawl Sampling
10/14/24 Thompson, Robert C. 554.83 374 Water Demonstration, Orlando, FL, 9/29-10/1/24
10/16/24 Aleman, Krystal L. 339.90 Employee Health Fair
10/17/24 Garcia, Manuel E. 111.00 Certification/License Reimbursement
10/17/24 Light, Cortney A. 611.36 Tuition Reimbursement
2 of 10 This report was prepared pursuant to California Govt Code Section 53065.5
Orange County Sanitation District
Reimbursements to Board Members and Staff - July 1, 2024 through June 30, 2025
Date Recipient Amount Description
10/17/24 Mansell II, Selwyn D. 150.00 Certification/License Reimbursement
10/17/24 Moore, Brad A. 180.00 Certification/License Reimbursement
10/17/24 Navarro, Ponciano S. 211.00 Certification/License Reimbursement
10/17/24 Nazaroff, Adam A. 180.00 Certification/License Reimbursement
10/17/24 Savedra, Ernest R. 121.00 Certification/License Reimbursement
10/17/24 Schuler, Darren J. 116.00 Certification/License Reimbursement
10/17/24 Stokes, Don F. 121.00 Certification/License Reimbursement
10/17/24 Torres, Jenna L. 180.00 Certification/License Reimbursement
10/17/24 Vellucci, Hai-Thao H. 106.00 Certification/License Reimbursement
10/18/24 Huynh, Brian 509.85 Employee Health Fair
10/21/24 Dix, Martin A. 1,431.54 WEFTEC Conference, New Orleans, LA, 10/5-10/10/24
10/21/24 Dumitru, Jonathan A. 372.76 374 Water Demonstration, Orlando, FL, 9/29-9/30/24
10/21/24 Gallagher, Ryan P. 411.74 374 Water Demonstration, Orlando, FL, 9/29-9/30/24
10/22/24 Bontems, Baylee E. 742.17 AWI Annual Conference, San Diego, CA, 9/25-9/27/24
10/22/24 Glinka, Aleksandra 619.10 NeoGov Conference, Las Vegas, NV, 10/1-10/3/24
10/22/24 Kyi, May T. 876.32 WEFTEC Conference, New Orleans, LA, 10/5-10/10/24
10/22/24 Liu, Jaymie C. 802.74 NeoGov Conference, Las Vegas, NV, 10/1-10/3/24
10/22/24 Nazaroff, Adam A. 2,419.60 WEFTEC Conference, New Orleans, LA, 10/5-10/9/24
10/22/24 Pho, Dara 388.34 SMRP Conference, Orlando, FL, 10/7-10/10/24
10/28/24 Berokoff, Daniel D. 1,390.22 WEFTEC Conference, New Orleans, LA, 10/5-10/10/24
10/28/24 Cabral, Jennifer M. 324.93 CAPIO Leadership Summit, Oakland, CA, 10/3-10/5/24
10/28/24 Cabral, Jennifer M. 324.93 CAPIO Leadership Summit, Oakland, CA, 10/3-10/6/24
10/28/24 Edwards, Troy J. 250.00 NASTT No-Dig Conference, Denver, CO, 3/30-4/3/25
10/28/24 Falzone, Charles 1,319.35 WEFTEC Conference, New Orleans, LA, 10/5-10/10/24
10/28/24 Farazmehr, Mary 1,204.24 WEFTEC Conference, New Orleans, LA, 10/5-10/10/24
10/28/24 Jimenez, Margil 688.14 WEFTEC Conference, New Orleans, LA, 10/5-10/10/24
10/28/24 Jimenez, Margil 1,240.27 WEFTEC Conference, New Orleans, LA, 10/5-10/10/24
10/29/24 Fernandez, Birger L. 961.97 Tunneling Fundamentals , Golden, CO, 10/13-10/17/24
10/29/24 Gonzales, Jed C. 1,453.86 WEFTEC Conference, New Orleans, LA, 10/5-10/10/24
10/30/24 Abushaban, Randa 1,790.96 WEFTEC Conference, New Orleans. LA, 10/5-10/9/24
10/30/24 Long, Rebecca 228.74 Staff Appreciation Reimbursement
10/31/24 Adamson, Dustin J. 889.71 Autodesk University Conference, San Diego, CA, 10/15-10/17/24
10/31/24 Gatel, Joseph A. 192.00 Certification/License Reimbursement
10/31/24 Hernandez, Angel J. 111.00 Certification/License Reimbursement
10/31/24 Mendez-Watkins, Marcos D. 549.87 IMGIS Conference, Palm Springs, CA, 10/22-10/24/24
10/31/24 Pivovaroff, Matthew J. 106.00 Certification/License Reimbursement
10/31/24 Taula, Eti 121.00 Certification/License Reimbursement
10/31/24 Tucker, Christopher P. 605.00 Certification/License Reimbursement
10/31/24 Waite, Brian 1,479.94 WEFTEC Conference, New Orleans, LA, 10/5-10/10/24
10/31/24 Waltz, Todd J. 180.00 Certification/License Reimbursement
10/31/24 Zedek, Michael I. 1,299.68 WEFTEC Conference, New Orleans, LA, 10/5-10/10/24
11/05/24 Campbell, Matthew E. 451.47 SANS Summit, Universal City, CA, 10/28-10/29/24
11/07/24 Hatfield, Joshua R. 1,950.00 Radar Observer Recertification, San Diego, CA, 45593
11/07/24 Hindes, Bryce B. 981.33 CMAA Conference, San Francisco, CA, 10/27-10/29/24
11/07/24 Thomas, Christina M. 1,678.15 WEFTEC Conference, New Orleans, LA, 10/5-10/10/24
11/14/24 Angel, Sheri Lynn V. 135.00 Certification/License Reimbursement
11/14/24 Barajas, Ashley E. 764.00 Tuition Reimbursement
11/14/24 Bedard, Brian C. 121.00 Certification/License Reimbursement
11/14/24 Brown, Jeffrey 225.00 Certification/License Reimbursement
11/14/24 Chang, Anthony 203.00 Certification/License Reimbursement
11/14/24 Coghill, Adam D. 180.00 Certification/License Reimbursement
11/14/24 Crider, Suzanne A. 150.00 Certification/License Reimbursement
11/14/24 Crow, Chad C. 2,250.00 Tuition Reimbursement
11/14/24 Davila, Rudy 2,224.93 Tuition Reimbursement
11/14/24 Farazmehr, Mary 203.00 Certification/License Reimbursement
11/14/24 Frattali, John M. 917.00 Tuition Reimbursement
11/14/24 Gilbert, William L. 100.00 Certification/License Reimbursement
11/14/24 Halverson, Eric D. 1,405.46 CMAA Conference, San Francisco, CA, 10/27-10/29/24
11/14/24 Huls, Michael R 203.00 Certification/License Reimbursement
11/14/24 Paredes, Paul 149.00 Certification/License Reimbursement
3 of 10 This report was prepared pursuant to California Govt Code Section 53065.5
Orange County Sanitation District
Reimbursements to Board Members and Staff - July 1, 2024 through June 30, 2025
Date Recipient Amount Description
11/14/24 Pederson, Sally L. 180.00 Certification/License Reimbursement
11/14/24 Phan, Anthony P. 1,495.31 CMAA Conference, San Francisco, CA, 10/27-10/29/24
11/14/24 Pho, Dara 450.00 Certification/License Reimbursement
11/14/24 Raya, Paul A. 106.00 Certification/License Reimbursement
11/14/24 Shimomura, Loriann D. 916.89 Administrative Professionals Conference, Aurora, CO, 10/27-10/30/24
11/14/24 Soriano, Melissa B. 111.00 Certification/License Reimbursement
11/14/24 Spencer, Case 180.00 Certification/License Reimbursement
11/14/24 Tao, Jacqueline 150.00 Certification/License Reimbursement
11/14/24 Weaver, Aaron J. 116.00 Certification/License Reimbursement
11/18/24 Dang, Victor P. 197.29 Supplies Reimbursement
11/18/24 Rocha, Milton 140.00 Staff Appreciation Reimbursement
11/18/24 Stewart, Ruben L. 136.09 Staff Appreciation Reimbursement
11/18/24 Torres, Jenna L. 170.00 Safety Boot Reimbursement
11/20/24 Taula, Eti 137.57 Staff Appreciation Reimbursement
11/21/24 Cortez, Ronald C. 133.60 Staff Appreciation Reimbursement
11/25/24 Downer, Sid M. 103.24 Staff Appreciation Reimbursement
11/26/24 Pimentel, Anthony R. 197.29 Supplies Reimbursement
11/28/24 Cecil, Jim D. 203.00 Certification/License Reimbursement
11/28/24 Falzone, Charles 225.00 Certification/License Reimbursement
11/28/24 Huynh, Brian 170.00 Certification/License Reimbursement
11/28/24 Khublall, Hardat S. 225.00 Certification/License Reimbursement
11/28/24 Lambertz, Marcus G. 111.00 Certification/License Reimbursement
11/28/24 Paik, Sang 269.00 Certification/License Reimbursement
11/28/24 Parsons, Jacob J. 106.00 Certification/License Reimbursement
11/28/24 Rubiano, Melody L. 106.00 Certification/License Reimbursement
11/28/24 Sobhani, Reza 180.00 Certification/License Reimbursement
11/28/24 Soriano, Melissa B. 111.00 Certification/License Reimbursement
11/28/24 Tang, Luc H. 121.00 Certification/License Reimbursement
11/28/24 Tucker, Christopher P. 605.00 Certification/License Reimbursement
12/02/24 Alvarado, Andrea M. 1,260.59 Administrative Professionals Conference, Aurora, CO, 10/27-10/30/24
12/02/24 Nasrollahi, Nasrin 1,730.13 IAM North American Conference, Denver, CO, 10/21-10/24/24
12/02/24 Richardson, Christiana M. 905.32 Administrative Professionals Conference, Aurora, CO, 10/27-10/30/24
12/02/24 Weedagama, Wasantha 1,056.42 TechCon365, Irving, TX, 11/12-11/15/24
12/02/24 Zintzun, Ruth C. 104.37 Lunch for division training
12/06/24 Long, Rebecca 284.97 Supplies Reimbursement
12/06/24 Long, Rebecca 284.97 Supplies Reimbursement
12/06/24 Pimentel, Anthony R. 197.29 Supplies Reimbursement
12/06/24 Schiefelbein, Cheryl 221.84 Supplies Reimbursement
12/09/24 Brown, Mitchell A. 100.00 Parking Fees Reimbursement
12/09/24 Hatfield, Joshua R. 1,388.34 International Workboat Show, New Orleans, LA, 11/11-11/14/24
12/09/24 Hernandez, Robert F. 225.00 Safety Boot Reimbursement
12/09/24 Mansell II, Selwyn D. 107.87 Staff Appreciation Reimbursement
12/09/24 Markus, Stephen M. 106.51 Staff Appreciation Reimbursement
12/09/24 Myrter, Christopher W. 620.50 California Bioresource Alliance Symposium, Davis, CA, 11/18-11/20/24
12/09/24 Myrter, Christopher W. 221.91 Synagro Site Visit, Bakersfield, CA, 11/13-11/14/24
12/09/24 Yokoyama, Brandon K. 236.75 Water Reimbursement
12/10/24 Long, Rebecca 175.67 Supplies Reimbursement
12/12/24 Arce, Aaron 175.20 Tuition Reimbursement
12/12/24 Cao, Yiping 1,279.20 Certification/License Reimbursement
12/12/24 Fernandez, Birger L. 1,375.00 Certification/License Reimbursement
12/12/24 Yacenda, Sunny G. 5,250.00 Tuition Reimbursement
12/16/24 Aleman, Krystal L. 1,830.69 IAEM Annual Conference & EMEX, Colorado Springs, CO, 11/14-11/21/24
12/16/24 Benson, Keith C. 150.68 Mileage Reimbursement
12/16/24 Keen, Edward V. 100.00 Parking Fees Reimbursement
12/16/24 Stokes, Don F. 723.80 Smog Test Reimbursement
12/16/24 Tran, Minh Q. 225.00 Safety Boot Reimbursement
12/18/24 Stokes, Don F. 878.90 Smog Test Reimbursement
12/19/24 Armas-Lopez, Jorge L. 108.00 Smog Test Reimbursement
12/26/24 Zintzun, Ruth C. 650.00 Staff Appreciation Reimbursement
12/26/24 Zintzun, Ruth C. 750.00 Staff Appreciation Reimbursement
4 of 10 This report was prepared pursuant to California Govt Code Section 53065.5
Orange County Sanitation District
Reimbursements to Board Members and Staff - July 1, 2024 through June 30, 2025
Date Recipient Amount Description
12/30/24 Wanke, Chad 562.82 ACWA Conference, Palm Springs, CA, 12/3-12/5/24
01/06/25 Trang, Loc T. 1,083.86 Gartner IT Infrastructure, O&C Strategies Conference, Las Vegas, NV, 12/9-12/12/24
01/09/25 Carlile, Jack D. 195.00 Certification/License Reimbursement
01/09/25 Dix, Martin A. 180.00 Certification/License Reimbursement
01/09/25 Frattali, John M. 520.00 Certification/License Reimbursement
01/09/25 Gilbrook, Ryan P. 290.00 Certification/License Reimbursement
01/09/25 Gomez, Jennifer R. 584.80 Certification/License Reimbursement
01/09/25 Hopkins, Tim H. 195.00 Certification/License Reimbursement
01/09/25 Lam, Brian D. 140.00 Certification/License Reimbursement
01/09/25 Ly, Giang T. 116.00 Certification/License Reimbursement
01/09/25 Mirolla, Rick M. 210.00 Certification/License Reimbursement
01/09/25 Oberly, Michael A. 227.00 Certification/License Reimbursement
01/09/25 Ongkingco, Arthur 1,403.36 International Maintenance Conference, Marco Island, FL, 12/15-12/19/24
01/09/25 Oswald, Nicholas 1,541.48 International Maintenance Conference, Marco Island, FL, 12/15-12/19/24
01/09/25 Powell, Jonathon E. 227.00 Certification/License Reimbursement
01/13/25 Lambertz, Marcus G. 1,388.84 International Maintenance Conference, Marco Island, FL, 12/15-12/19/24
01/21/25 Holden, Todd A. 239.00 Membership
01/21/25 Holdman, Robert 974.00 FDT Testing
01/21/25 Richardson, Christiana M. 187.97 Supplies Reimbursement
01/22/25 Lagade, Jackie M 1,475.41 CAPPO Conference, Sacramento, CA, 1/12-1/15/25
01/22/25 Work, Kevin F. 985.35 CAPPO Conference, Sacramento, CA, 1/12-1/15/25
01/23/25 Arshi, Aryan 634.00 Certification/License Reimbursement
01/23/25 Le, Lien T. 1,824.64 Certification/License Reimbursement
01/23/25 Lore, Kelly A. 161.19 Shredding Legal Boxes
01/28/25 Holdman, Robert 974.76 FDT Testing
01/30/25 Manson, Alla 184.79 Safety Boot Reimbursement
02/06/25 Angel, Sheri Lynn V. 170.00 Certification/License Reimbursement
02/06/25 Barents, Brandon J. 270.00 Certification/License Reimbursement
02/06/25 Cabral, James 121.00 Certification/License Reimbursement
02/06/25 Chang, Frankie 203.00 Certification/License Reimbursement
02/06/25 Connor, Teri L. 203.00 Certification/License Reimbursement
02/06/25 Dorman, Michael T. 180.00 Certification/License Reimbursement
02/06/25 Fernandez, Birger L. 341.00 Certification/License Reimbursement
02/06/25 Frattali, John M. 1,092.00 Tuition Reimbursement
02/06/25 Gabriel, Lawrence C 203.00 Certification/License Reimbursement
02/06/25 Gilbrook, Ryan P. 140.00 Certification/License Reimbursement
02/06/25 Hernandez, Angel J. 222.00 Certification/License Reimbursement
02/06/25 Khublall, Hardat S. 215.00 Certification/License Reimbursement
02/06/25 Mallonee, David Z. 106.00 Certification/License Reimbursement
02/06/25 Milligan, Shane P. 106.00 Certification/License Reimbursement
02/06/25 Nguyen, Mi T. 180.00 Certification/License Reimbursement
02/06/25 Pilko, Victoria 225.00 Certification/License Reimbursement
02/06/25 Stone, Jereme J. 500.00 Certification/License Reimbursement
02/06/25 Wable, Milind V. 225.00 Certification/License Reimbursement
02/06/25 Yager, David M. 111.00 Certification/License Reimbursement
02/06/25 Yin, Shuang 225.00 Certification/License Reimbursement
02/07/25 Daniel, Jason A. 239.00 Membership
02/10/25 Barron, Stephanie Y. 102.13 Annual Public Sector Employment Law Conference, San Diego, CA, 45686
02/10/25 Cabral, Jennifer M. 409.82 CASA Conference, Palm Springs, CA, 1/29-1/31/25
02/10/25 DeVries, Patrick Thys 257.56 Liebert Cassidy Whitmore Conference, San Diego, CA, 1/30-1/31/25
02/10/25 Holdman, Robert 884.15 FDT Testing
02/10/25 Maravilla, Laura 430.63 LCW Public Sector Employment Law Conference, San Diego, CA, 1/30-1/31/25
02/10/25 Thompson, Robert C. 386.82 CASA Conference, Palm Springs, CA, 1/29-1/31/25
02/18/25 Tan III, Antonio P. 345.00 Membership
02/20/25 Barents, Brandon J. 135.00 Membership
02/20/25 Nazaroff, Matthew N. 218.00 Membership
02/21/25 Brown, Marc A. 2,370.32 PMWeb User Conference, Orlando, FL, 2/9-2/12/25
02/21/25 McMullin, Ryan 1,221.98 Environmental Accreditation Forum, Jacksonville, FL, 2/2-2/7/25
02/21/25 Wiborg, Lan C. 900.34 CASA Conference, Palm Springs, CA, 1/29-1/31/25
5 of 10 This report was prepared pursuant to California Govt Code Section 53065.5
Orange County Sanitation District
Reimbursements to Board Members and Staff - July 1, 2024 through June 30, 2025
Date Recipient Amount Description
02/24/25 Dumitru, Jonathan A. 291.82 CASA Conference, Palm Springs, CA, 1/29-1/31/25
02/24/25 Minson, Emily D. 1,128.58 CWEA Conference, Palm Springs, CA, 4/22-4/25/25
02/24/25 Villalobos, Ginetto 202.15 Parts Reimbursement
02/25/25 Ferry, Cynthia L. 405.57 Supplies Reimbursement
02/28/25 Choi, Samuel 434.08 CASA Conference, Palm Springs, CA, 1/29-1/31/25
02/28/25 Meregillano, Tom B. 407.18 CASA Conference, Palm Springs, CA, 1/29-1/31/25
02/28/25 Ritchie, Wallace R. 980.63 CSMFO Conference, San Jose, CA, 2/18-2/21/25
02/28/25 Stanford, Cristina J. 1,355.77 CSMFO Conference, San Jose, CA, 2/18-2/21/25
02/28/25 Trang, Loc T. 255.75 Staff Appreciation Reimbursement
03/06/25 Barajas, Ashley E. 1,528.00 Tuition Reimbursement
03/06/25 Davila, Rudy 1,089.00 Tuition Reimbursement
03/06/25 Nazaroff, Adam A. 199.86 Parts Reimbursement
03/06/25 Rubiano, Melody L. 3,964.34 Tuition Reimbursement
03/10/25 Choi, Samuel 169.62 CASA Strategic Planning Meeting, Sacramento, CA, 3/3-3/4/25
03/10/25 Gomez, Jennifer R. 1,007.31 CWEA Conference, Palm Springs, CA, 4/22-4/25/25
03/10/25 Holdman, Robert 1,029.02 Equipment Test P1-105, Chicago, IL, 2/23-2/27/25
03/10/25 Manzella, Joseph 831.77 Environmental Accreditation Forum, Jacksonville, FL, 2/2-2/7/25
03/10/25 Meregillano, Tom B. 162.92 CASA Strategic Planning Meeting, Sacramento, CA, 3/3-3/4/25
03/10/25 Smith, Matthew B. 556.03 WET Center Spring Meeting, Tucson, AZ, 12/19-12/21/25
03/12/25 Sakamoto, Ken A. 390.07 Food for Core Trawl Sampling
03/13/25 Wable, Milind V. 383.00 Membership
03/17/25 Alvarado, Andrea M. 1,493.86 Marcon Conference, Knoxville, TN, 3/2-3/6/25
03/17/25 Dragan, Bryce 1,029.51 CWEA Conference, Palm Springs, CA, 4/22-4/25/25
03/19/25 Stokes, Don F. 239.00 Membership
03/20/25 Arias, Kayla R. 262.00 Certification/License Reimbursement
03/20/25 Arshi, Aryan 180.00 Certification/License Reimbursement
03/20/25 Cheffs, Peter 111.00 Certification/License Reimbursement
03/20/25 Hooks, Dereck L. 203.00 Certification/License Reimbursement
03/20/25 Keen, Edward V. 210.00 Certification/License Reimbursement
03/20/25 Le, Christopher M. 106.00 Certification/License Reimbursement
03/20/25 Minson, Emily D. 327.00 Certification/License Reimbursement
03/20/25 Norrbom, Kyle E. 203.00 Certification/License Reimbursement
03/20/25 Olaiz, Raul 106.00 Certification/License Reimbursement
03/20/25 Radvar, Giti 180.00 Certification/License Reimbursement
03/20/25 Salguero, Hector G. 122.40 Parking and Mileage Reimbursement
03/20/25 Scavone, Brittany M. 111.00 Certification/License Reimbursement
03/20/25 Suarez, Aaron M. 2,145.71 Tuition Reimbursement
03/20/25 Terrell, Brian D. 180.00 Certification/License Reimbursement
03/20/25 Togia, Liamatua M. 116.00 Certification/License Reimbursement
03/20/25 Wivell, Bradley A. 203.00 Certification/License Reimbursement
03/24/25 Kawamoto, Mark H. 1,040.66 CWEA Conference, Palm Springs, CA, 4/22-4/25/25
03/24/25 Lam, Brian D. 1,682.06 DEKRA Conference, National Harbor, MD, 3/11-3/15/25
03/24/25 Pederson, Sally L. 662.60 CMAA Conference, Las Vegas, NV, 3/9-3/11/25
03/24/25 Peek, Kevin 1,257.75 Marcon Conference, Knoxville, TN, 3/2-3/6/25
03/26/25 Newell, Kelly C. 119.78 Staff Appreciation Reimbursement
03/31/25 Prado, Olga M. 105.83 Supplies Reimbursement
04/03/25 Angel, Sheri Lynn V. 744.00 Certification/License Reimbursement
04/03/25 Benson, Keith C. 250.00 Certification/License Reimbursement
04/03/25 Caballero, Steven 254.00 Certification/License Reimbursement
04/03/25 Frattali, John M. 270.00 Certification/License Reimbursement
04/03/25 Gomez, Jennifer R. 201.83 Certification/License Reimbursement
04/03/25 Gulley, David R. 203.00 Certification/License Reimbursement
04/03/25 Hatfield, Joshua R. 109.99 Certification/License Reimbursement
04/03/25 Namini, Shahrzad F. 180.00 Certification/License Reimbursement
04/03/25 Nasrollahi, Nasrin 180.00 Certification/License Reimbursement
04/03/25 Paredes, Paul 1,010.00 Certification/License Reimbursement
04/03/25 Pathirana, Asela R. 149.00 Certification/License Reimbursement
04/03/25 Siddiqui, Shaun A. 149.00 Certification/License Reimbursement
04/03/25 Stewart, Collette R. 614.22 Certification/License Reimbursement
6 of 10 This report was prepared pursuant to California Govt Code Section 53065.5
Orange County Sanitation District
Reimbursements to Board Members and Staff - July 1, 2024 through June 30, 2025
Date Recipient Amount Description
04/03/25 Stokes, Don F. 121.00 Certification/License Reimbursement
04/03/25 Tan III, Antonio P. 180.00 Certification/License Reimbursement
04/03/25 Terrell, Brian D. 320.00 Certification/License Reimbursement
04/07/25 Mendez-Watkins, Marcos D. 983.81 ESRI Developer Summit, Palm Springs, CA, 3/11-3/13/25
04/07/25 Orndorff, Jonathan T. 791.64 ESRI Developer Summit, Palm Springs, CA, 3/11-3/13/25
04/10/25 Powell, Jonathon E. 115.00 Parking Fees Reimbursement
04/14/25 Berokoff, Daniel D. 1,653.48 Design-Build Conference, National Harbor, MD, 3/18-3/21/25
04/14/25 Bettinghausen, Brice 826.36 Testing Project J-117B
04/14/25 Gilbert, William L. 1,318.55 NASTT No-Dig Conference, Denver, CO, 3/30-4/3/25
04/14/25 Goldsmith, Matthew G. 1,280.58 NASTT No-Dig Conference, Denver, CO, 3/30-4/3/25
04/14/25 Huynh, Brian 2,012.17 Confined Space Entry and Rescue Program, Wilmington, NC, 3/23-3/29/25
04/14/25 Loaiza, Daisy G. 1,068.88 CAPIO Conference, Napa, CA, 4/1-4/4/25
04/14/25 Long, Rebecca 105.38 Lobby Day, Sacramento, CA, 45755
04/14/25 Newell, Kelly C. 801.99 Business Writing and Grammar Skills Training, San Diego, CA, 3/30-4/1/25
04/16/25 Behravan, Pegah 441.67 NASTT No-Dig Conference, Denver, CO, 3/30-4/3/25
04/16/25 Nou, Kha 1,020.95 On-site visit J117-B, Houston, TX, 3/31-4/4/25
04/17/25 Angel, Sheri Lynn V. 135.00 Certification/License Reimbursement
04/17/25 Barajas, Ashley E. 1,528.00 Tuition Reimbursement
04/17/25 Benson, Keith C. 111.00 Certification/License Reimbursement
04/17/25 Carrillo, Dindo A. 106.00 Certification/License Reimbursement
04/17/25 Chong, Tanya 1,090.35 CAPIO Leadership Summit, Oakland, CA, 10/3-10/6/24
04/17/25 Clark, Tyler T. 111.00 Certification/License Reimbursement
04/17/25 Cuellar, Raul 1,123.38 NASTT No-Dig Conference, Denver, CO, 3/30-4/3/25
04/17/25 Doan, Trang T. 180.00 Certification/License Reimbursement
04/17/25 Frattali, John M. 2,184.00 Tuition Reimbursement
04/17/25 Gomez, Charmayne B. 1,500.00 Tuition Reimbursement
04/17/25 Gonzalez, Victor 121.00 Certification/License Reimbursement
04/17/25 Hernandez, Robert F. 230.00 Certification/License Reimbursement
04/17/25 Kleine, Marianne J. 180.00 Certification/License Reimbursement
04/17/25 Lee, Sai L. 125.00 Certification/License Reimbursement
04/17/25 Light, Cortney A. 601.85 Tuition Reimbursement
04/17/25 Minson, Emily D. 111.00 Certification/License Reimbursement
04/17/25 Oberly Jr., Donald G. 171.96 Certification/License Reimbursement
04/17/25 Ortiz, Andrew D. 106.00 Certification/License Reimbursement
04/17/25 Rubiano, Melody L. 1,285.66 Tuition Reimbursement
04/17/25 Ruiz, Stefanie R. 2,520.38 Tuition Reimbursement
04/17/25 Siddiqui, Shaun A. 149.00 Certification/License Reimbursement
04/17/25 Sorto-Gaona, Vianey 1,522.98 Tuition Reimbursement
04/17/25 Tran, Binh D. 131.52 Certification/License Reimbursement
04/17/25 Wescott, Wayne C. 3,376.00 Tuition Reimbursement
04/17/25 Yamout, Mazen 121.00 Certification/License Reimbursement
04/17/25 Zintzun, Ruth C. 2,703.00 Tuition Reimbursement
04/28/25 Allison, Wendy A. 377.40 NASTT No-Dig Conference, Denver, CO, 3/30-4/3/25
04/28/25 Murra, Cindy K. 266.01 NASTT No-Dig Conference, Denver, CO, 3/30-4/3/25
04/28/25 Stone, Jereme J. 2,122.84 Applied Ergonomics Conference, Orlando, FL, 3/16-3/21/25
04/28/25 Torres, Jenna L. 421.50 NASTT No-Dig Conference, Denver, CO, 3/30-4/3/25
04/30/25 Fernandez, Birger L. 2,211.55 NASTT No-Dig Conference, Denver, CO, 3/30-4/3/25
04/30/25 Garchow, Matthew N. 1,074.56 Labware CEC, Tucson, AZ, 4/21-4/25/25
04/30/25 Herrera, Yolanda 621.85 Laserfiche Empower, Las Vegas, NV, 4/14-4/17/25
04/30/25 Jones, Garrett R. 363.35 CWEA Conference, Palm Springs, CA, 4/22-4/25/25
04/30/25 Jones, Garrett R. 1,429.67 CWEA Conference, Palm Springs, CA, 4/22-4/25/25
04/30/25 Martinez, Alondra 100.00 Supplies Reimbursement
04/30/25 Nazaroff, Adam A. 1,275.01 CWEA Conference, Palm Springs, CA, 4/22-4/25/25
04/30/25 Siddiqui, Shaun A. 848.46 CWEA Conference, Palm Springs, CA, 4/22-4/25/25
04/30/25 Weedagama, Wasantha 730.51 Laserfiche Empower, Las Vegas, NV, 4/14-4/17/25
05/01/25 Biedermann, Jason C. 1,750.00 Certification/License Reimbursement
05/01/25 Jaime, Aurelio 121.00 Certification/License Reimbursement
05/01/25 Myers, Dawn K. 111.00 Certification/License Reimbursement
05/01/25 Stokes, Don F. 320.00 Certification/License Reimbursement
7 of 10 This report was prepared pursuant to California Govt Code Section 53065.5
Orange County Sanitation District
Reimbursements to Board Members and Staff - July 1, 2024 through June 30, 2025
Date Recipient Amount Description
05/07/25 Dorman, Michael T. 107.22 Supplies Reimbursement
05/07/25 McMurdy, Adam M. 144.00 Membership
05/07/25 McMurdy, Adam M. 239.00 Membership
05/07/25 Thompson, Robert C. 180.00 Professional Electrical Engineer license renewal
05/08/25 Holdman, Robert 107.12 Staff Appreciation Reimbursement
05/08/25 Nazaroff, Adam A. 925.60 Staff Appreciation Reimbursement
05/09/25 Doan, Trang T. 188.25 CWEA Conference, Palm Springs, CA, 4/22-4/25/25
05/09/25 Edwards, Troy J. 1,073.89 CWEA Conference, Palm Springs, CA, 4/22-4/25/25
05/09/25 Encina, Beverly S. 571.90 CWEA Conference, Palm Springs, CA, 4/22-4/25/25
05/09/25 Firouzian, Mani 1,265.50 CWEA Conference, Palm Springs, CA, 4/22-4/25/25
05/09/25 Fuchs, Shannon D. 1,367.60 CWEA Conference, Palm Springs, CA, 4/22-4/25/25
05/09/25 Kleine, Marianne J. 227.45 CWEA Conference, Palm Springs, CA, 4/22-4/25/25
05/09/25 Pour, Omeed 949.76 CWEA Conference, Palm Springs, CA, 4/22-4/25/25
05/09/25 Shamma, Natalie E. 1,000.58 CWEA Conference, Palm Springs, CA, 4/22-4/25/25
05/09/25 Yin, Shuang 910.48 CWEA Conference, Palm Springs, CA, 4/22-4/25/25
05/12/25 Angel, Sheri Lynn V. 1,151.30 VPPPA Safety Summit, La Jolla, CA, 4/14-4/17/25
05/12/25 Cortez, Ronald C. 126.33 Staff Appreciation Reimbursement
05/12/25 Cuellar, Raul 111.01 Staff Appreciation Reimbursement
05/12/25 Ferraro, Benjamin J. 1,283.38 Benthic Ecology Meeting, Mobile, AL, 4/1-4/5/25
05/12/25 Murakami, Holly S. 602.05 CWEA Conference, Palm Springs, CA, 4/22-4/25/25
05/12/25 Patel, Purvi R. 814.88 VeeamOn Conference, San Diego, CA, 4/21-4/23/25
05/12/25 Tran, Bao Q. 507.84 CWEA Conference, Palm Springs, CA, 4/22-4/25/25
05/12/25 Waite, Brian 911.10 CWEA Conference, Palm Springs, CA, 4/22-4/25/25
05/14/25 Andrade, David 1,172.79 CWEA Conference, Palm Springs, CA, 4/22-4/25/25
05/14/25 Engeln, Brian 1,494.29 ServiceNow Knowledge Conference, Las Vegas, NV, 5/6-5/8/25
05/14/25 Ferraro, Benjamin J. 369.47 SETAC Annual Meeting , San Diego, CA, 4/28-4/29/25
05/14/25 Ferry, Cynthia L. 191.70 Kitchen Supplies Reimbursement
05/14/25 Lee, Raymond 349.03 SETAC Annual Meeting, San Diego, CA, 4/28-4/29/25
05/14/25 Ortiz, Andrew D. 1,245.65 CWEA Conference, Palm Springs, CA, 4/22-4/25/25
05/14/25 Stratmoen, Erik D. 1,087.62 CWEA Conference, Palm Springs, CA, 4/22-4/25/25
05/15/25 Brown, Andrew P. 180.00 Certification/License Reimbursement
05/15/25 Carrillo, Dindo A. 976.38 CWEA Conference, Palm Springs, CA, 4/22-4/25/25
05/15/25 Connor, Matthew J. 203.00 Certification/License Reimbursement
05/15/25 Crow, Chad C. 2,250.00 Tuition Reimbursement
05/15/25 Davila, Rudy 2,178.00 Tuition Reimbursement
05/15/25 Hino, Michael R. 399.48 Staff Appreciation Reimbursement
05/15/25 Jimenez, Margil 1,239.72 CWEA Conference, Palm Springs, CA, 4/22-4/25/25
05/15/25 Kyi, May T. 360.00 Certification/License Reimbursement
05/15/25 Moore, Brad A. 1,163.90 NASTT No-Dig Conference, Denver, CO, 3/30-4/3/25
05/15/25 Nasrollahi, Nasrin 903.93 Certification/License Reimbursement
05/15/25 Nazaroff, Matthew N. 994.86 CWEA Conference, Palm Springs, CA, 4/22-4/25/25
05/15/25 Rizk, Erika L. 149.00 Certification/License Reimbursement
05/15/25 Solis, Robert C. 116.00 Certification/License Reimbursement
05/15/25 Spencer, Case 180.00 Certification/License Reimbursement
05/15/25 Vose, Miles T. 169.00 Certification/License Reimbursement
05/19/25 Cao, Yiping 1,066.72 CWEA Conference, Palm Springs, CA, 4/22-4/25/25
05/19/25 Castle, Ryan E. 225.00 Safety Boot Reimbursement
05/19/25 Choi, Samuel 1,176.06 CWEA Conference, Palm Springs, CA, 4/22-4/25/25
05/19/25 Meregillano, Tom B. 1,169.90 CWEA Conference, Palm Springs, CA, 4/22-4/25/25
05/19/25 Michaels, Robert 403.52 MISAC Conference, Palm Springs, CA, 5/1-5/2/25
05/19/25 Paik, Sang 1,600.40 RSA Conference, San Francisco, IL, 4/27-5/1/25
05/19/25 Patlan, Emanuel 1,210.28 CWEA Conference, Palm Springs, CA, 4/22-4/25/25
05/20/25 Cheffs, Peter 160.00 Safety Eyewear
05/21/25 Ayers, Angela A. 1,658.40 Payroll Congress, Kissimmee, FL, 5/13-5/16/25
05/22/25 Do, Khanh M. 1,367.07 CWEA Conference, Palm Springs, CA, 4/22-4/25/25
05/22/25 Vu, Thomas T. 1,449.63 ServiceNow Knowledge Conference, Las Vegas, NV, 5/6-5/8/25
05/29/25 Arias, Kayla R. 3,098.80 Tuition Reimbursement
05/29/25 Barajas, Ashley E. 1,528.00 Tuition Reimbursement
05/29/25 Brown, Jeffrey 180.00 Certification/License Reimbursement
05/29/25 Campbell, Matthew E. 5,250.00 Tuition Reimbursement
05/29/25 Chaplin, Russell J. 203.00 Certification/License Reimbursement
8 of 10 This report was prepared pursuant to California Govt Code Section 53065.5
Orange County Sanitation District
Reimbursements to Board Members and Staff - July 1, 2024 through June 30, 2025
Date Recipient Amount Description
05/29/25 Crow, Chad C. 2,329.72 Tuition Reimbursement
05/29/25 de Guzman, Rhea M. 1,250.00 Certification/License Reimbursement
05/29/25 Frattali, John M. 1,095.00 Tuition Reimbursement
05/29/25 Gomez, Charmayne B. 1,500.00 Tuition Reimbursement
05/29/25 Gomez, Jennifer R. 1,285.17 CWEA Conference, Palm Springs, CA, 4/22-4/25/25
05/29/25 Gonzalez, Mike 106.00 Certification/License Reimbursement
05/29/25 Hamilton, Bradley A. 1,419.47 ServiceNow Knowledge Conference, Las Vegas, NV, 5/6-5/8/25
05/29/25 Harms, Cody D. 4,057.00 Tuition Reimbursement
05/29/25 Lagade, Jackie M 106.71 OPENGOV Conference, Long Beach, CA, 5/7-5/8/25
05/29/25 Montoya, Adam M. 169.00 Certification/License Reimbursement
05/29/25 Ngo, David 2,148.19 Nutanix Next Conference, Washington, DC, 5/6-5/9/25
05/29/25 Oh, Hye Young 180.00 Certification/License Reimbursement
05/29/25 Padilla, Gilbert 111.00 Certification/License Reimbursement
05/29/25 Smith, Matthew B. 125.00 Certification/License Reimbursement
05/29/25 Tucker, Christopher P. 1,667.06 AMPP Conference, Nashville, TN, 4/7-4/10/25
05/29/25 Wescott, Wayne C. 724.50 Tuition Reimbursement
05/30/25 Connor, Matthew J. 133.23 Staff Appreciation Reimbursement
05/31/25 Crow, Chad C. 1,500.70 ServiceNow Knowledge Conference, Las Vegas, NV, 5/6-5/8/25
05/31/25 Dragan, Bryce 1,291.10 NACWA Pretreatment Workshop, San Diego, CA, 5/13-5/16/25
05/31/25 Ramos, Noemi 230.82 NACWA Pretreatment Workshop, San Diego, CA, 5/13-5/14/25
05/31/25 Rocha, Johnny J. 151.68 Staff Appreciation Reimbursement
05/31/25 Stewart, Collette R. 1,470.84 Risk Management Society Conference, Chicago, IL, 5/4-5/7/25
05/31/25 Stewart, Ruben L. 136.07 Staff Appreciation Reimbursement
05/31/25 Tan III, Antonio P. 1,156.90 CWEA Conference, Palm Springs, CA, 4/22-4/25/25
06/09/25 Carrillo, Belen A. 1,601.95 Government Social Media Conference, Orlando, FL, 5/17-5/22/25
06/09/25 Carrillo, Isai A. 1,524.30 Government Social Media Conference, Orlando, FL, 5/17-5/22/25
06/09/25 Casanova, Clifford E. 140.32 Staff Appreciation Reimbursement
06/09/25 Smith, Matthew B. 718.14 Midwest Biosolids Conference, Columbus, OH, 5/20-5/22/25
06/09/25 Smith, Matthew B. 1,915.57 WEF Residuals and Biosolids Conference, Washington, DC, 5/5-5/9/25
06/09/25 Wiborg, Lan C. 198.00 NACWA Pretreatment Workshop, San Diego, CA, 5/13-5/14/25
06/12/25 Andrade, David 116.00 Certification/License Reimbursement
06/12/25 Angel, Sheri Lynn V. 270.00 Certification/License Reimbursement
06/12/25 Daniel, Jason A. 180.00 Certification/License Reimbursement
06/12/25 Downer, Sid M. 120.00 Staff Appreciation Reimbursement
06/12/25 Fuchs, Shannon D. 116.00 Certification/License Reimbursement
06/12/25 Hernandez, Angel J. 4,053.00 Tuition Reimbursement
06/12/25 Hoang, Thanh K. 211.12 Certification/License Reimbursement
06/12/25 Jaime, Edgar 111.00 Certification/License Reimbursement
06/12/25 Johnson, Christopher L. 149.00 Certification/License Reimbursement
06/12/25 Ng, Henry 106.00 Certification/License Reimbursement
06/12/25 Nguyen, Mi T. 106.00 Certification/License Reimbursement
06/12/25 Patlan, Emanuel 111.00 Certification/License Reimbursement
06/12/25 Stewart, James W. 180.00 Certification/License Reimbursement
06/12/25 Tran, Quoc P. 180.00 Certification/License Reimbursement
06/16/25 Arias, Emmanuel 1,057.48 PdMA Corporation Training , Tampa, FL, 6/2-6/6/25
06/16/25 Bettinghausen, Brice 115.50 Membership
06/16/25 Deterding, Gregg J. 1,268.87 Creative Pro Week, Phoenix, AR, 6/1-6/5/25
06/16/25 Frazier, Jessica E. 2,595.32 IRWA Conference, Virginia Beach, VA, 5/31-6/5/25
06/16/25 Montoya, Adam M. 757.92 Cornerstone Spark Conference, Las Vegas, NV, 5/27-5/29/25
06/16/25 Swenson, Brian S. 958.48 NACWA Pretreatment Workshop, San Diego, CA, 5/13-5/16/25
06/19/25 Hamilton, Bradley A. 300.00 Staff Appreciation Reimbursement
06/23/25 Brandt, Robert D. 1,420.84 Reliable Plant Conference, Chicago, IL, 6/1-6/5/25
06/23/25 Hamilton, Bradley A. 845.10 Gartner Application and Business Solutions Conference, Las Vegas, NV, 6/2-6/5/25
06/23/25 Klinger, Laurie J. 906.70 Cornerstone Spark Conference, Las Vegas, NV, 5/27-5/29/25
06/23/25 Loaiza, Daisy G. 829.35 NACWA Pretreatment Workshop, San Diego, CA, 5/13-5/16/25
06/23/25 Tafolla, Brian J. 1,394.03 Reliable Plant Conference, Chicago, IL, 6/1-6/5/25
06/23/25 Trang, Loc T. 2,567.39 Gartner Security & Risk Management Summit, National Harbor, MD, 6/8-6/12/25
06/26/25 Barents, Brandon J. 120.00 Certification/License Reimbursement
06/26/25 Bettinghausen, Brice 265.00 Certification/License Reimbursement
06/26/25 Day, Courtney E. 169.00 Certification/License Reimbursement
9 of 10 This report was prepared pursuant to California Govt Code Section 53065.5
Orange County Sanitation District
Reimbursements to Board Members and Staff - July 1, 2024 through June 30, 2025
Date Recipient Amount Description
06/26/25 Jones, Christopher N.203.00 Certification/License Reimbursement
06/26/25 Yager, David M.111.00 Certification/License Reimbursement
06/28/25 Abu-Shaban, Kusaii J.170.00 Safety Boot Reimbursement
06/28/25 Diaz, Arturo 396.00 American Society for Microbiology Conference, Los Angeles, CA, 6/19-6/23/25
06/28/25 Elsahragty, Mohamed Y.114.38 AACE Conference, Anaheim, CA, 6/16-6/17/25
06/28/25 Hang, Quoc X.1,540.52 Cisco Live, San Diego, CA, 6/8-6/12/25
06/28/25 Long, Rebecca 201.67 Staff Appreciation Reimbursement
06/28/25 Manning, David 102.16 AACE Conference, Anaheim, CA, 6/16-6/17/25
06/28/25 Nazaroff, Adam A.326.99 Staff Appreciation Reimbursement
06/28/25 Yu, Hua Y.1,570.70 Cisco Live, San Diego, CA, 6/8-6/12/25
06/28/25 Zintzun, Ruth C.1,625.79 GFOA Annual Conference, Washington, DC, 6/28-7/2/25
06/29/25 Andrews, Dana V.919.68 NFPA Conference, Las Vegas, NV, 6/16-6/18/25
06/29/25 Jimenez, Margil 527.78 American Society for Microbiology Conference, Los Angeles, CA, 6/19-6/23/25
06/29/25 Pham, Duc M.1,903.82 HPE Discover Conference, Las Vegas, NV, 6/23-6/26/25
06/29/25 Turner, Joshua D.867.23 NFPA Conference, Las Vegas, NV, 6/16-6/18/25
10 of 10 This report was prepared pursuant to California Govt Code Section 53065.5
ADMINISTRATION COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2025-4454 Agenda Date:9/10/2025 Agenda Item No:3.
FROM:Robert Thompson, General Manager
Originator: Wally Ritchie, Director of Finance
SUBJECT:
PLANT NO. 2 INDUSTRIAL CONTROL SYSTEM INDUSTRIAL ETHERNET SWITCH NETWORK
REFRESH
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION: Recommend to the Board of Directors to:
A.Approve a Purchase Order Contract to World Wide Technology, LLC for the purchase of
Network Infrastructure Hardware for the Plant No. 2 Industrial Control System Industrial
Ethernet Switch Network Refresh utilizing the OMNIA Cooperative Purchasing Agreement,
Contract No. R210407, for a total amount not to exceed $224,939 (Includes Sales Tax); and
B. Approve a contingency in the amount of $22,494 (10%).
BACKGROUND
The current Orange County Sanitation District (OC San)Plant No.2 industrial switch network has
been in use for over 10 years.There are 26 switches in operation that need to be replaced as they
have reached the end of their life and are no longer supported by the vendor.
RELEVANT STANDARDS
·Protect OC San assets
·Ensure the public’s money is wisely spent
·24/7/365 treatment plant reliability
·Maintain a culture of improving efficiency to reduce the cost to provide the
current service level or standard
PROBLEM
The existing equipment poses a high risk of failure and cybersecurity vulnerabilities due to outdated
software. Upgrading the network will ensure reliability and security for Plant No. 2 operations.
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File #:2025-4454 Agenda Date:9/10/2025 Agenda Item No:3.
PROPOSED SOLUTION
The Cisco Catalyst Industrial Ethernet 3300 series offers reliable and secure connectivity,delivering
high performance,low latency,and enhanced security features.The network equipment provided by
World Wide Technology,LLC meets all of OC San’s Industrial Control System network performance
and resiliency requirements.
TIMING CONCERNS
It is crucial to replace the Plant No.2 industrial switch network infrastructure equipment to prevent
potential end-of-life failures.Such failures could severely impact the Plant No.2 Supervisory Control
and Data Acquisition (SCADA) systems, compromising their functionality and reliability.
RAMIFICATIONS OF NOT TAKING ACTION
OC San’s IT infrastructure team has faced increasing equipment failures recently due to outdated
hardware.A failure within the core switches could lead to a total network outage,disrupting business
continuity and operations.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
Based on network hardware review,staff recommends approving the Purchase Order Contract to
World Wide Technology,LLC utilizing the OMNIA Cooperative Purchasing Agreement,Contract No.
R210407.The term of this Purchase Order Contract will begin upon effective date of Notice to
Proceed.
CEQA
N/A
FINANCIAL CONSIDERATIONS
This request complies with authority levels of OC San’s Purchasing Ordinance.This item has been
budgeted (Budget FY 2024-25 and 2025-26 Line item:Section 8,Page 10)and the budget is
sufficient for this action.
ATTACHMENT
The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda
package:
N/A
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ADMINISTRATION COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2025-4467 Agenda Date:9/10/2025 Agenda Item No:4.
FROM:Robert Thompson, General Manager
Originator: Lorenzo Tyner, Assistant General Manager
SUBJECT:
FLEET VEHICLE REPLACEMENT PURCHASES
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve the purchase of replacement vehicles and electric utility carts for Orange County
Sanitation District’s fleet as initially approved in the adopted Fiscal Year 2025-26 Budget in the
amount of $1,487,300; and
B. Delegate to the General Manager and Purchasing Manager the authority to purchase
replacement vehicles and carts during the fiscal year in the not to exceed amount listed above,
utilizing the method of procurement determined by the General Manager to be in the best
interest of OC San, to include cooperative contract, competitive solicitation, or sole source.
BACKGROUND
Orange County Sanitation District (OC San)maintains a fleet of vehicles and utility carts necessary to
meet business needs.The fleet comprises 7 heavy-duty equipment trucks,1 bus,43 medium-duty
trucks,59 light-duty trucks,20 sedans,22 SUVs,and 21 vans,totaling 173 vehicles,and 163 electric
utility carts.
OC San’s Fleet Services Division replaces vehicles as part of a fleet right-sizing and modernization
strategy.The replacement is based on the current vehicle’s ability to meet the assigned
departmental needs,vehicle age,maintenance cost,condition,and mileage.All proposed
replacement vehicles and carts were identified as required for business needs during the fiscal year
2025-26 budget preparation process.
The replacement vehicles are proposed annually during budget preparation.The Board
subsequently approves vehicle procurements under the capital equipment section of the budget in
June of each year.OC San enters into a purchase order agreement with entities that work directly
with vehicle manufacturers to capitalize on the most cost-effective means to purchase the vehicles.
OC San benefits from eliminating unnecessary options in the retail market through dealer shopping
and ensures adherence to internal vehicle specifications.
All vehicle purchases are evaluated for “Green”(electric,hybrid,CNG)technology applications to
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File #:2025-4467 Agenda Date:9/10/2025 Agenda Item No:4.
All vehicle purchases are evaluated for “Green”(electric,hybrid,CNG)technology applications to
ensure adherence to the appropriate regulations.
RELEVANT STANDARDS
·Participate in local, state, and national cooperative purchasing programs
·Ensure the public's money is wisely spent
·Maintain a proactive asset management program
PROBLEM
The vehicles and carts identified for replacement are nearing the end of economically useful life.
Maintenance costs continue to increase,and the physical condition of the assets warrant significant
restoration.Additionally,these older units lack modern safety features,which are key to keeping staff
safe.
PROPOSED SOLUTION
Authorize the General Manager and Purchasing Manager to utilize the method of procurement
determined to be in the best interest of OC San,to include cooperative contract,competitive
solicitation,or sole source.This will allow staff to obtain vehicles in markets where inventory is
readily available and meet the operational needs of the organization.
TIMING CONCERNS
OC San’s internal process requires additional committee and board action time,jeopardizing the
ability to replace vehicles with external deadlines beyond OC San’s control.Granting authority to the
General Manager and Purchasing Manager to target the most appropriate method to obtain the
replacement units ensures the most optimal and cost-effective way to source the units.
RAMIFICATIONS OF NOT TAKING ACTION
The vehicles selected for replacement are costly,unreliable,and lack modern safety features
currently required for fleet vehicles.Unscheduled maintenance costs are increasing,and vehicle
reliability will compromise the mobility needs of staff.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
The requested vehicle type composition is shown in the table below,but may be substituted
depending on the actual condition of the vehicle being replaced and market availability:
Purchase Type Vehicle Type Quantity Cost
Replacement SUV 10 $350,000
Replacement Cargo Van 3 $195,000
Replacement Service Pickup Truck 8 $591,600
Replacement Electric Utility Cart 12 $350,700
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File #:2025-4467 Agenda Date:9/10/2025 Agenda Item No:4.
Purchase Type Vehicle Type Quantity Cost
Replacement SUV 10 $350,000
Replacement Cargo Van 3 $195,000
Replacement Service Pickup Truck 8 $591,600
Replacement Electric Utility Cart 12 $350,700
CEQA
N/A
FINANCIAL CONSIDERATIONS
This request complies with the authority levels of OC San’s Purchasing Ordinance. This item has
been budgeted (Budget Update FY 2025-26 Line item 5: Section A,Page A-15), and the budget is
sufficient for this action.
Date of Approval Contract Amount Contingency
09/24/2025 $1,487,300 0%
ATTACHMENT
The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda
package:
N/A
Orange County Sanitation District Printed on 9/2/2025Page 3 of 3
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ADMINISTRATION COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2025-4473 Agenda Date:9/10/2025 Agenda Item No:5.
FROM:Robert Thompson, General Manager
Originator: Lorenzo Tyner, Assistant General Manager
SUBJECT:
COOPERATIVE PROCUREMENT WITH CARRIER GLOBAL CORPORATION FOR HVAC
MAINTENANCE SERVICES
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION: Recommend to the Board of Directors to:
A. Approve a Blanket Purchase Order with Carrier Global Corporation for HVAC Maintenance and
Repair services at Orange County Sanitation District facilities in an amount not to exceed
$1,400,000, utilizing the Sourcewell Cooperative Master Agreement No. 080824-CAR for the
period October 1, 2025, through September 30, 2026, with three (3) one-year renewal options;
and
B. Approve a contingency in the amount of $140,000 (10%).
BACKGROUND
Orange County Sanitation District (OC San)has a recurring need for preventive and corrective
maintenance on HVAC systems at its facilities.These systems are critical for cooling electrical,lab,
and IT equipment, as well as maintaining a comfortable environment in occupied areas.
RELEVANT STANDARDS
·Participate in local, state, and national cooperative service and purchasing programs
·Maintain a proactive asset management program
·Provide a safe and collegial workplace
PROBLEM
Extended material lead times,high volume of work,and aging equipment are causing HVAC
maintenance delays and failures.
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File #:2025-4473 Agenda Date:9/10/2025 Agenda Item No:5.
PROPOSED SOLUTION
Approve a BPO with Carrier Global Corporation for HVAC maintenance and repair services.
TIMING CONCERNS
HVAC equipment failures are occurring due to resource constraints and delays in performing
preventive maintenance and repairs. This could lead to more costly total equipment replacements.
RAMIFICATIONS OF NOT TAKING ACTION
Failure to act could lead to critical HVAC equipment failure,potentially damaging systems that require
a controlled environment and disrupting overall plant processes.
PRIOR COMMITTEE/BOARD ACTIONS
September 2023 -Approved a Blanket Purchase Order with Carrier Commercial Services for
maintenance services of heating,air conditioning,and ventilation systems for Plant No.1,Plant No.
2,and pump stations,utilizing the Sourcewell Cooperative Agreement No.070121-CAR in
accordance with Ordinance No.OC SAN-61,Section 2.03(B),for the period beginning October 1,
2023 through September 30,2024,for a total amount not to exceed $1,200,000 with two (2)one-year
renewal options; and approved a contingency of $120,000 (10%).
ADDITIONAL INFORMATION
Sourcewell is a government unit that establishes competitively awarded cooperative contracts on
behalf of itself and other participating agencies such as OC San.Utilizing this contract allows OC
San to benefit from the significant discounts available on this contract which range from 35-71.5%off
MSRP.
CEQA
N/A
FINANCIAL CONSIDERATIONS
This request complies with the authority levels of OC San’s Purchasing Ordinance.The
recommendation will be funded under the Repairs and Maintenance line item for Administrative
Services (Budget Update FY 2025-26, Page 23). The available funding is sufficient for this action.
ATTACHMENT
The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda
package:
N/A
Orange County Sanitation District Printed on 9/2/2025Page 2 of 2
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ADMINISTRATION COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2025-4469 Agenda Date:9/10/2025 Agenda Item No:6.
FROM:Robert Thompson, General Manager
Originator: Jennifer Cabral, Director of Communications
SUBJECT:
PUBLIC AFFAIRS UPDATE FOR THE MONTHS OF JULY AND AUGUST 2025
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION: Recommend to the Board of Directors to:
Receive and file the Public Affairs Update for the months of July and August 2025.
BACKGROUND
Included in this report are recent activities of interest,managed by the Public Affairs Office for the
months of July and August 2025.
RELEVANT STANDARDS
·Maintain influential legislative advocacy and a public outreach program
·Maintain collaborative and cooperative relationships with regulators,stakeholders,and
neighboring communities
·Listen to and seriously consider community input on environmental concerns
PROBLEM
The Orange County Sanitation District (OC San)is a distinguished entity in the water/wastewater
industry.Despite our industry recognition,there may be limited awareness among our customers
regarding the pivotal role we play in protecting public health and the environment.The absence of
direct communication through a billing method may contribute to this gap in knowledge.
It is our responsibility to ensure that our ratepayers comprehend the vital services we provide.Many
customers may not realize that improper waste disposal into the sanitation system can adversely
impact our sewer lines,reclamation plants,and the quality of water supplied through GWRS.By
enhancing communication channels and fostering understanding,we aim to bridge the gap and
empower our ratepayers with the knowledge needed to support and appreciate the essential work we
undertake for the well-being of our community and the environment.
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File #:2025-4469 Agenda Date:9/10/2025 Agenda Item No:6.
PROPOSED SOLUTION
By providing tours,community outreach,education,and general communication via OC San’s
website,social media,and direct mailings,we can share information with the community,local
agencies,and businesses on our messaging such as the What2Flush program,energy production,
water recycling,biosolids,and our source control program.This,in turn,helps improve the quality of
wastewater that is recycled or released to the ocean and the knowledge and understanding of
wastewater treatment.
RAMIFICATIONS OF NOT TAKING ACTION
Failing to inform the community,local agencies,and businesses about OC San might result in
insufficient support for our mission and hinder our effectiveness.
PRIOR COMMITTEE/BOARD ACTIONS
July 2025 -Received and filed the Fiscal Year 2024-2025 Year End Update to the Public Affairs
Strategic Plan (FY 2024-2026).
June 2024 - Received and filed the Public Affairs Strategic Plan for Fiscal Years 2024-2026.
ADDITIONAL INFORMATION
Activities in July and August:
Outreach Report
An outreach report that includes tours,website updates,social media posts,construction
notifications, speaking engagements, and more is attached to this Agenda Report.
Social Media (numbers through August 25)
OC San messaging,announcements,and program updates are posted across OC San’s social
media platforms.In August,OC San’s Instagram account hit a milestone by reaching 2,000
followers. Our social media handle is @OCSanDistrict.
·Facebook: 32 posts reaching 7.8k people
·X: 29 posts reaching 1.2k people
·Instagram: 41 posts reaching 31k people
·LinkedIn: 3 posts and reaching 8.1k people
·Nextdoor: 3 posts and 17.9k impressions
Presentations and Outreach Events
During the months of July and August,OC San participated in outreach events including National
Night Out in the City of Cypress and the City of Irvine’s Summer Camp.The General Manager
presented at a webinar for the American Academy of Environmental Engineers and Scientists on
Driving Innovation and Sustainability through Asset Management.
Staff hosted 17 tours,welcoming a variety of groups including Villa Park High School,Beijing Middle
School,Santiago Canyon College,Cal State Long Beach Nursing,Cal State Fullerton Nursing,
Sustain So Cal,Costa Mesa Sanitary District,the Laguna Beach Mayor,Association of California
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File #:2025-4469 Agenda Date:9/10/2025 Agenda Item No:6.
Sustain So Cal,Costa Mesa Sanitary District,the Laguna Beach Mayor,Association of California
Cities -Orange County,Windsong,a meet and greet and tour with OC Coastkeeper’s leadership,the
OC Grand Jury and a general public tour. Overall, we reached approximately 180 people.
Take Your Kid to Work Day
On Wednesday,July 30 OC San held a Take Your Kid to Work Day event welcoming over 200 kids
to our Headquarters.The event allowed kids to learn about the important work their loved ones do
on a daily basis.Activities included story time,arts and crafts station,facility tours,and a career
quest activity.More than 120 OC San staff members registered to bring a child to the event.Post-
event surveys revealed an average rating of 4.65 out of 5, reflecting an overall excellent experience.
Internal Communication
Over the span of two months,77 posts were made on the employee intranet,The San Box.
Additionally,eight emails were sent to staff covering relevant weekly topics through the Three Things
to Know email series.In August,the bi-monthly issue of the employee newsletter,The Pipeline,was
published,featuring staff activities,various program updates,and information on construction
projects within the OC San service area.
Construction Outreach Update
Outreach efforts for OC San construction activities are ongoing throughout the service area.Updates
were shared for projects taking place in the cities of Orange,Costa Mesa,Cypress,Los Alamitos,La
Palma,Seal Beach,Huntington Beach,and Newport Beach through our website,email alerts,text
alerts,and direct notifications reaching over 10,000 members of the public.Over 2,900 of those
recipients were reached via our email distribution system.OC San also works with the respective
cities to share construction updates via city publications.For details on each project,visit
www.ocsan.gov/construction.
Awards
·California Association of Sanitation Agencies
The 2025 Organizational Excellence Award from the California Association of Sanitation
Agencies recognizing OC San’s Employee Development Program.The program is designed
to give our team opportunities to grow and thrive professionally.
·National Procurement Institute
The Achievement of Excellence in Procurement Award from the National Procurement
Institute.OC San is one of only three special districts and the only sanitation district in the
United States to have earned this honor for over 24 years in a row.
·Graphic Design USA
Three awards from the Graphic Design USA -In-House Awards.Of the 5,000 entries,OC San
was among the top 10 percent being recognized. The awards include:
·RISE Program (Logo & Icons)
·State of OC San 2024 (Video)
·2025 Honor Wall (Branding)
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Activities in September:
Social Media
OC San continues to share messaging across the various social media platforms.Collaborations
are also being developed with the Orange County Water District and the Orange County Watershed
Management team.
Wastewater 101 Citizens Academy
OC San’s Citizen Academy is back this fall,starting September 2.This four-session program,held
over two months,gives community members an inside look at OC San’s essential services through
workshops,a behind-the-scenes tour,and interactive presentations.To learn more about the
academy please visit www.ocsan.gov/wastewater101.
Recognizing Our VIP’s
On September 16,OC San will celebrate and recognize our staff through the Volunteer Incentive
Program (VIP);a program designed to give our employees and retirees an opportunity to engage
with the communities we serve while sharing OC San messaging.Our VIPs are recognized with an
appreciation lunch celebrating their volunteerism which resulted in 110 tours,11 community events,
and 31 speaking engagements to support OC San’s Educational Outreach Program.Through these
efforts, it is estimated that OC San reached over 5,500 people in fiscal year 2024-2025.
Presentations & Outreach
In September,OC San has six scheduled tours,welcoming a variety of groups including County of
Orange,Santa Ana Regional Water Quality Control Board,Operators in training,and members of the
Huntington Beach Fishing Community.Staff will also attend the Orange County Water District's
Water Summit and the Coastal Clean Up Day,joining efforts with the Santa Ana River Basin Section
of the California Water Environment Association.
Construction Outreach
Outreach efforts continue for various construction projects including:the Bay Bridge Pump Station
and Force Main project in Newport Beach,the Taft Avenue Sewer Improvement Project in Orange,
the Cypress Trunk Sewer project in the cities of Cypress,Los Alamitos,and La Palma,and along the
405 and the Airway Airport Loop Projects in Costa Mesa.
CEQA
N/A
FINANCIAL CONSIDERATIONS
All items mentioned are included in OC San’s FY 2024-25 and FY 2025-26 Budget.
ATTACHMENT
The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete
agenda package:
·Outreach and Media Report for July and August 2025
·Presentation
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Outreach and Media
Summary
July and August 2025
OC San Public Affairs Off ice
Table of Contents
OUTREACH REPORT…………………………………………………………PAGE 1
FACEBOOK POSTINGS ……………………………………………...............PAGE 3
TWITTER POSTINGS …………………………………………………………PAGE 4
INSTAGRAM POSTINGS………………………………………………………PAGE 5
LINKEDIN POSTINGS………………………………………………………....PAGE 6
NEWS ARTICLES……………………………………………………………………………. PAGE 7
Outreach Report July and August 2025
Date Tours Attendees Tour Guide
7/8/25 Public Tour and Cal State Fullerton Nursing 21 Eric Halverson
7/10/25 Association of California Cities-
Orange County 13 Rob Thompson/
Jennifer Cabral
7/10/25 Laguna Beach Mayor 1 Rob Thompson
7/12/25 Villa Park High School 10 Rob Thompson
7/15/25 National Association of County and City Health Officials 35 Chris Cervellone/ Dickie Fernandez
7/17/25 Beijing Middle School 21 Kacey AbuShaban
7/18/25 Beijing Middle School group 2 21 Randa AbuShaban
7/24/25 Beijing Middle School group 3 18 Chris Cervellone
7/25/25 Beijing Middle School group 4 21 Chris Cervellone
7/30/25 Take Your Kid To Work Day 350
Jenna Torres/ Cortney Light/ Valerie Ratto/ Randa AbuShaban/ Jonathon Powell/ Chris Cervellone/ Justin Fenton
7/31/25 Cal State Fullerton Nursing 10 Cortney Light
8/5/25 Santiago Canyon College 8 Bryce Dragon
8/14/25 Sustain SoCal 12 Rob Thompson
8/21/25 Costa Mesa Sanitary District 4 Eric Halverson
8/29/25 OC Grand Jury 15 Rob Thompson
Date Speaking Engagements/Events Attendees Presenter
5/9/25 National Night Out- Cypress 250 Belen Carrillo/
Becky Polcyn
7/31/25 City of Irvine Summer Camp 40
Randa AbuShaban/ Jenny Gomez/ Valerie Ratto/ Charles Falzone
8/20/25
American Association of Environmental Engineers and Scientists Webinar- Driving Innovation and Sustainability through Asset Management
100 Rob Thompson
8/25/2025 Orange County Coastkeeper 5 Rob Thompson
Project Area Outreach Notifications # of People
Reached
Output Method
Costa Mesa Costa Mesa Sewer Rehabilitation
Along I-405
30 page views 407 email subscribers 23 text alert subscribers
3 website posts 3 emails 2 text alerts
Orange Taft Ave. Sewer Improvement Project
83 page views 511 email subscribers 40 text alerts subscribers
2 website posts 2 emails 2 text alerts
Huntington Beach Wall Improvement
170 page views 785 email subscribers
2 website posts 2 emails
Newport Beach Bay Bridge Pump Station 136 page views 174 email
subscribers
2 website posts 2 emails
Cypress Cypress Trunk Sewer Project
756 page views 290 email subscribers 72 text alert subscribers
4 website posts 4 emails 4 text alerts
External
Communications Distribution # of People
Reached
5 Minutes Per Month
July- Investing in Our Regional Infrastructure: OC San Enters Year Two of its Two-Year Budget
August- Wastewater 101 Citizens Academy- Register Today!
252
Board Member Talking Points Two 100 Email
Website Posts 8 posts 131 views Website
Facebook 32 posts 7.8k reached Social Media
Twitter 29 tweets 1.2k reached Social Media
Instagram 41 posts 31k reached Social Media
LinkedIn 10 posts 8.1k reached Social Media
Nextdoor 3 posts 17.9k impressions Social Media
Post performance - Facebook Pages
Data from 01 Jul, 2025 to 25 Aug, 2025
Sources
Orange County Sanitation DistrictOD
Orange County Sanitation
District
Aug 22, 16:37OD Team Conrad? Team Jeremiah? How about... Team Happy Pipes. 🚽💧 Keep
your pipes drama-free and only flush the 3 Ps: pee, poo, and toilet paper. Learn
more at ocsan.gov/what2flush!
101 99
Orange County Sanitation
District
Aug 20, 15:05OD Update: A full closure of the Talbert Marsh Bike Path between the Santa Ana
River Trail and Brookhurst Street in Huntington Beach will be in e ect starting
August 20, lasting approximately one month. This closure is necessary for crew…
117 113
Orange County Sanitation
District
Aug 20, 14:01OD Want a career with purpose? Kick start your career at OC San with hands-on
experience and exciting opportunities 💼 Apply today at ocsan.gov/careers.117 106
Orange County Sanitation
District
Aug 19, 16:01OD Gracing your feed with our best angles. 📸 #WorldPhotoDay 453 411
Orange County Sanitation
District
Aug 18, 15:30OD Construction on the Wall and Soil Improvements Project in Huntington Beachwill require a temporary closure of the Talbert Marsh Bike Path between theSanta Ana River and Brookhurst Street, just inland from Pacific Coast Highway …182 169
Orange County Sanitation
District
Aug 16, 16:00OD Just a few weeks to go! 🕒 Our Wastewater 101 Virtual Citizen's Academy isalmost here, and we’re excited to take you behind the scenes! From engagingsessions with our expert sta to an optional in-person tour, the academy o ers…108 99
Orange County Sanitation
District
Aug 14, 16:01OD 📚 Back to school? Love that for you. But let’s talk what comes a er. Fromscience and engineering to skilled trades and lab work, OC San o ers realcareer paths — not just jobs — for students at every stage. And each role helps…
💧🌍
92 87
Orange County Sanitation
District
Aug 13, 15:50OD Always in our clean water era 💧✨119 113
Orange County Sanitation
District
Aug 12, 21:30OD Don't disappoint Bob. Wipes belong in the trash, not down the drain.133 127
Orange County SanitationDistrict
Aug 09, 18:00OD Progress is underway on the Wall and Soil Improvements Project! Starting nextweek, crews will start reinforcing the soil in the project area to improve stability,supporting the long-term safety of current and future infrastructure. Learn mor…
🚧
140 129
Orange County SanitationDistrict
Aug 08, 18:35OD Ready to take a deep dive into the world of wastewater? Join us this Septemberfor our Virtual Citizens Academy and discover how we treat around 190 milliongallons of wastewater every day! Sign-up today at ocsan.gov/wastewater101…
💧
213 188
Orange County SanitationDistrict
Aug 07, 17:30OD August is Water Quality Month, and there's no better time to celebrate theGroundwater Replenishment System (GWRS)! Thanks to our partnership withOrange County Water District, we're able to send 100% of our reclaimable flo…123 116
Orange County SanitationDistrict
Aug 05, 16:01OD Hot stu coming through 🔥 Our digesters are heated to a toasty 98°F — the
perfect temp for bacteria to break down sludge and transform it into nutrient-
rich biosolids full of potential 🌱Learn more at www.ocsan.gov/biosolids!
193 181
Orange County SanitationDistrict
Aug 03, 17:25OD Knowledge is power…and maybe the secret to happiness too 🚽 💧 Take a tour,
see the science, and get the inside scoop at ocsan.gov/tours.202 191
Orange County SanitationDistrict
Aug 01, 19:00OD Employee development never looked so good 😎 We're proud to be
recognized with the 2025 Organizational Excellence Award from the California
Association of Sanitation Agencies 🏆This award honors our Employee…
637 621
Orange County SanitationDistrict
Jul 31, 18:01OD Wastewater knowledge is never a waste 🚽💧 Sign-up for our free virtual
Wastewater 101 Citizens Academy for a behind-the-scenes look at what we do!
Learn more at www.ocsan.gov/wastewater101!
231 213
Orange County SanitationDistrict
Jul 29, 16:02OD Surf's up from OC San 🌊 As surfers take on the waves at the U.S. Open, our
Ocean Monitoring team is taking on something just as important—protecting
ocean health and keeping our coastal waters clean. 🌍🌊
247 232
Orange County SanitationDistrict
Jul 27, 17:05OD We had a blast at @cityofcypress National Night Out Block Party! Thanks to
everyone who stopped by to say hello and learn more about who we are—and
why those cones are popping up around Cypress. Want the full scoop on the…
🚧
240 221
Orange County SanitationDistrict
Jul 25, 16:01OD What do an engineer, scientist, and operator have in common? They're all ready
to teach YOU about wastewater at our virtual Wastewater 101 Citizens Academy.
Grab your spot at ocsan.gov/wastewater101 💧 🔬
820 769
Orange County Sanitation
District
Jul 23, 16:15OD Think you know OC San? 🔎 Put your knowledge to the test with these superclose-up photos! Which one stumped you the most?313 270
Orange County Sanitation
District
Jul 21, 14:47OD The OC San Steering Committee Meeting (5 PM) and the Board of Directors
Meeting (6 PM) are happening Wednesday, July 23. Click here to view the
agenda:
103 87
Orange County Sanitation
District
Jul 20, 16:01OD Hot grill summer is here 🔥 A er the BBQ, toss fats, oil, and grease (FOG) in thetrash, not down the drain. Keep those summer vibes clog-free 😎234 214
Orange County Sanitation
District
Jul 18, 22:00OD Coming Soon to a Street Near You... Miss the Alerts, Face the Construction. The
Cypress Trunk Sewer Project begins this month at the intersection of Moody St
and Crescent Ave, along the border of City of Cypress City Hall and City of La…
828 766
Orange County Sanitation
District
Jul 16, 15:40OD Unlock the mystery behind the flush 🚽 Join our virtual Wastewater 101 Citizens
Academy to learn how we treat approximately 190 million gallons of
wastewater every day! Visit ocsan.gov/wastewater101 to register.
1,073 1,011
Orange County Sanitation
District
Jul 14, 16:20OD Join our team in saving lives through the American Red Cross Blood Drive! To
schedule your donation appointment, sign up at RedCrossBlood.org with
sponsor code: OCSan. ❤
111 97
Orange County Sanitation
District
Jul 12, 17:05OD It's Flush Smart Month, and our OC San sta know how to do it best. Our team's
got aim and the message is clear: only the 3 Ps - pee, poop, and toilet paper -
belong down the toilet! Responsible Flushing Alliance #FlushSmart
257 242
Orange County Sanitation
District
Jul 10, 18:05OD Out with the old, in with the new ✨ #TBT to last summer's installation of 2
brand-new primary lines at Reclamation Plant No. 1! Once up and running,
these upgraded lines will carry preliminary treated wastewater to the next sto…
💧
254 232
Orange County Sanitation
District
Jul 09, 16:01OD Shake it O (OC San's Version) Make sure the beach doesn't follow you home -
excess sand can clog pipes! Shake it o and use a rinse station to help your
pipes and ours keep things flowing 💧🚿
128 121
Orange County Sanitation
District
Jul 07, 17:01OD Ready, Set, Go! 🚧 Construction is about to begin on the Cypress Trunk SewerProject. As early as next week, you may see our crews near Moody St andCrescent Ave bordering the cities of La Palma and Cypress. They're going to b…263 244
Orange County Sanitation
District
Jul 07, 14:16OD The OC San Administration Committee Meeting (5 PM) will be happening on
Wednesday, July 9. You can view the agenda here:86 79
Orange County Sanitation
District
Jul 04, 17:00OD Stars, stripes, and solid infrastructure 💩 This 4th of July, we're proud to keep it
flowing 24/7. Have a safe and happy 4th from OC San 🎆197 183
Orange County Sanitation
District
Jul 01, 16:45OD 🚧 Exciting news! Phase 1 of our new vendor system is LIVE. Starting today, allgoods & services solicitations will go through OpenGov. Beginning January 1,2026, all Public Works, design, architecture & engineering projects will move t…163 147
DATE POST IMPRESSIONS REACH
3
Post performance - Twitter
Data from 01 Jul, 2025 to 25 Aug, 2025
Sources
@OCSanDistrict@
@OCSanDistrict
Aug 22, 16:37@ Team Conrad? Team Jeremiah? How about... Team Happy Pipes. 🚽💧 Keep
your pipes drama-free and only flush the 3 Ps: pee, poo, and toilet paper. Learn
more at http://ocsan.gov/what2flush! https://twitter.com/OCSanDistrict/statu…
2.94%1 34
@OCSanDistrict
Aug 20, 15:05@ Update: Work on the Wall and Soil Improvements Project in Huntington Beach
will require a temporary closure of the Talbert Marsh Bike Path between the
Santa Ana River & Brookhurst St. starting Aug 20 lasting about a month.…
0%0 53
@OCSanDistrict
Aug 20, 14:00@ Want a career with purpose? Kick start your career at OC San with hands-on
experience and exciting opportunities 💼 Apply today at http://ocsan.gov/care
ers. https://twitter.com/OCSanDistrict/status/1958167357634785447/video/1
3.7%1 27
@OCSanDistrict
Aug 19, 16:01@ Gracing your feed with our best angles. 📸 #WorldPhotoDay https://twitter.co
m/OCSanDistrict/status/1957835216694690001/photo/1 4.76%1 21
@OCSanDistrict
Aug 18, 15:30@ Construction on the Wall and Soil Improvements Project in Huntington Beachwill require a temporary closure of the Talbert Marsh Bike Path between theSanta Ana River & Brookhurst St. from August 20 - September 5. Learn more at …1.19%1 84
@OCSanDistrict
Aug 16, 16:00@ Our Wastewater 101 Virtual Citizen's Academy is almost here, and we’re excitedto take you behind the scenes! From engaging sessions with our expert sta toan optional in-person tour, the academy o ers something for everyone. Sign u…2.44%1 41
@OCSanDistrict
Aug 14, 16:01@ 📚 Back to school? Love that for you. But let’s talk what comes a er. Fromscience and engineering to skilled trades and lab work, OC San o ers realcareer paths — not just jobs — for students at every stage. Learn more at http:/…3.33%1 30
@OCSanDistrict
Aug 13, 15:50@ Always in our clean water era 💧✨ https://twitter.com/OCSanDistrict/status/19
55658174343598480/photo/1 5.13%2 39
@OCSanDistrict
Aug 12, 21:30@ Don't disappoint Bob. Wipes belong in the trash, not down the drain. https://twit
ter.com/OCSanDistrict/status/1955381304922452417/video/1 11.43%4 35
@OCSanDistrict
Aug 09, 18:00@ Progress is underway on the Wall and Soil Improvements Project! Starting nextweek, crews will start reinforcing soil in the project area to improve stability,supporting the long-term safety of our infrastructure. Learn more at http://ww…0%0 24
@OCSanDistrict
Aug 08, 18:35@ Ready to take a deep dive into the world of wastewater? Join us this Septemberfor our Virtual Citizens Academy and discover how we treat around 190 milliongallons of wastewater every day! Sign-up today at http://ocsan.gov/wastewa…
💧
2.63%1 38
@OCSanDistrict
Aug 07, 17:30@ August is Water Quality Month — the perfect time to celebrate the GroundwaterReplenishment System (GWRS)! Thanks to our partnership with@OCwaterdistrict, we're able to send 100% of our reclaimable flows to the…
💧
11.9%5 42
@OCSanDistrict
Aug 05, 16:00@ Hot stu coming through 🔥 Our digesters are heated to a toasty 98°F — the
perfect temp for bacteria to break down sludge and transform it into nutrient-
rich biosolids full of potential 🌱Learn more at http://www.ocsan.gov/biosoli…
5.56%2 36
@OCSanDistrict
Aug 03, 17:25@ Knowledge is power…and maybe the secret to happiness too 🚽 💧 Take a tour,
see the science, and get the inside scoop at http://ocsan.gov/tours. https://twitt
er.com/OCSanDistrict/status/1952058146731499924/video/1
0%0 37
@OCSanDistrict
Aug 01, 19:00@ Employee development never looked so good 😎 We're proud to be
recognized with the 2025 Organizational Excellence Award from
@CASA_CleanWater 🏆This award honors our Employee Development…
3.45%1 29
@OCSanDistrict
Jul 31, 18:01@ Wastewater knowledge is never a waste 🚽💧 Sign-up for our free virtual
Wastewater 101 Citizens Academy for a behind-the-scenes look at what we do!
Learn more at http://www.ocsan.gov/wastewater101! https://twitter.com/OC…
11.11%4 36
@OCSanDistrict
Jul 29, 16:00@ Surf's up from OC San 🌊 As surfers take on the waves at the U.S. Open, our
Ocean Monitoring team is taking on something just as important—protecting
ocean health and keeping our coastal waters clean. 🌍🌊 https://twitter.com…
8.65%9 104
@OCSanDistrict
Jul 25, 16:01@ What do an engineer, scientist, and operator have in common? They're all ready
to teach YOU about wastewater at our virtual Wastewater 101 Citizens Academy.
Grab your spot at http://ocsan.gov/wastewater101 💧 🔬 https://twitter…
0%0 22
@OCSanDistrict
Jul 23, 16:15@ Think you know OC San? 🔎 Put your knowledge to the test with these super
close-up photos! Which one stumped you the most? https://twitter.com/OCSan
District/status/1948054309133791554/photo/1
0%0 25
@OCSanDistrict
Jul 20, 16:01@ Hot grill summer is here 🔥 A er the BBQ, toss fats, oil, and grease (FOG) in the
trash, not down the drain. Keep those summer vibes clog-free 😎 https://twitter.
com/OCSanDistrict/status/1946963613723378089/photo/1
2.94%1 34
@OCSanDistrict
Jul 18, 22:00@ Coming Soon to a Street Near You... Miss the Alerts, Face the Construction. The
Cypress Trunk Sewer Project begins this month at the intersection of Moody St
and Crescent Ave, along the border of Cypress and La Palma. For full project…
2.94%1 34
@OCSanDistrict
Jul 16, 15:40@ Unlock the mystery behind the flush 🚽 Join our virtual Wastewater 101 Citizens
Academy to learn how we treat approximately 190 million gallons of
wastewater every day! Visit http://ocsan.gov/wastewater101 to register. https:…
5.26%2 38
@OCSanDistrict
Jul 14, 16:20@ Join our team in saving lives through the American Red Cross Blood Drive! To
schedule your donation appointment, sign up at http://RedCrossBlood.org with
sponsor code: OCSan. ❤ https://twitter.com/OCSanDistrict/status/19447940…
5.41%2 37
@OCSanDistrict
Jul 12, 17:05@ It's Flush Smart Month, and our OC San sta know how to do it best. Our team's
got aim and the message is clear: only the 3 Ps - pee, poop, and toilet paper -
belong down the toilet! @flushsmart #FlushSmart https://twitter.com/OCSan…
1.33%1 75
@OCSanDistrict
Jul 10, 18:05@ Out with the old, in with the new ✨ #TBT to last summer's installation of 2
brand-new primary lines at Reclamation Plant No. 1! Once up and running,
these upgraded lines will carry preliminary treated wastewater to the next sto…
💧
5.66%3 53
@OCSanDistrict
Jul 09, 16:01@ Shake it O (OC San's Version) Make sure the beach doesn't follow you home -
excess sand can clog pipes! Shake it o and use a rinse station to help your
pipes and ours keep things flowing 💧🚿 https://twitter.com/OCSanDistrict/s…
9.3%4 43
@OCSanDistrict
Jul 07, 17:00@ Construction starts soon on the Cypress Trunk Sewer Project. Crews may begin
prep work as early as next week near Moody St and Crescent Ave bordering the
cities of La Palma and Cypress. Learn more at http://www.ocsan.gov/cypress…
0%0 39
@OCSanDistrict
Jul 04, 17:00@ Stars, stripes, and solid infrastructure 💩 This 4th of July, we're proud to keep it
flowing 24/7. Have a safe and happy 4th from OC San 🎆 https://twitter.com/O
CSanDistrict/status/1941180356805144976/photo/1
10.26%4 39
@OCSanDistrict
Jul 01, 16:45@ 🚨Phase 1 of our new vendor system is LIVE. Starting today, all goods & servicessolicitations will go through OpenGov. Beginning January 1, 2026, all PublicWorks, design, architecture & engineering projects will move to Open Gov. Lea…7.14%3 42
DATE POST ENGAGEMENT RATE ENGAGEMENTS IMPRESSIONS
4
Post performance - Instagram Business
Data from 01 Jul, 2025 to 25 Aug, 2025
Sources
ocsandistrictO
ocsandistrict
Aug 24, 16:40O Our followings going up Up UP! ✨ Thank you for helping us hit 2K followers —
onward to the next milestone! 🚀9.89%0 51 546
ocsandistrict
Aug 22, 16:37O Team Conrad? Team Jeremiah? How about... Team Happy Pipes. 🚽💧 Keep
your pipes drama-free and only flush the 3 Ps: pee, poo, and toilet paper. Learn
more at ocsan.gov/what2flush!
7.03%0 30 569
ocsandistrict
Aug 20, 15:08O (No description)0%163 0 162
ocsandistrict
Aug 20, 15:06O Update: A full closure of the Talbert Marsh Bike Path between the Santa AnaRiver Trail and Brookhurst Street in Huntington Beach will be in e ect startingAugust 20, lasting approximately one month. This closure is necessary for crew…2.42%0 8 372
ocsandistrict
Aug 20, 14:00O Want a career with purpose? Kick start your career at OC San with hands-on
experience and exciting opportunities 💼 Apply today at ocsan.gov/careers.4.78%0 11 356
ocsandistrict
Aug 19, 16:01O Gracing your feed with our best angles. 📸 #WorldPhotoDay 15.46%0 30 207
ocsandistrict
Aug 18, 15:30O Construction on the Wall and Soil Improvements Project in Huntington Beachwill require a temporary closure of the Talbert Marsh Bike Path between theSanta Ana River and Brookhurst Street, just inland from Pacific Coast Highway …0.57%0 18 7,609
ocsandistrict
Aug 16, 16:00O Just a few weeks to go! 🕒 Our Wastewater 101 Virtual Citizen's Academy isalmost here, and we’re excited to take you behind the scenes! From engagingsessions with our expert sta to an optional in-person tour, the academy o ers…7.83%0 15 230
ocsandistrict
Aug 15, 22:25O For more info:0%157 0 157
ocsandistrict
Aug 14, 21:57O Build your future with us! OC San is hiring an Electrical Engineer to join our
Design Division. Don’t miss this opportunity—apply today at ocsan.gov/careers!1.93%0 7 415
ocsandistrict
Aug 14, 18:02O 📚 Back to school? Love that for you. But let’s talk what comes a er. Fromscience and engineering to skilled trades and lab work, OC San o ers realcareer paths — not just jobs — for students at every stage. And each role helps…
💧🌍
8.47%0 9 118
ocsandistrict
Aug 13, 17:17O (No description)0%173 0 173
ocsandistrict
Aug 13, 15:50O Always in our clean water era 💧✨10.96%0 14 146
ocsandistrict
Aug 12, 21:30O Don't disappoint Bob. Wipes belong in the trash, not down the drain.4.38%0 23 548
ocsandistrict
Aug 09, 18:00O Progress is underway on the Wall and Soil Improvements Project! Starting next
week, crews will start reinforcing the soil in the project area to improve stability,
supporting the long-term safety of current and future infrastructure. Learn mor…
🚧
0.65%0 10 2,788
ocsandistrict
Aug 08, 18:35O Ready to take a deep dive into the world of wastewater? Join us this September
for our Virtual Citizens Academy and discover how we treat around 190 million
gallons of wastewater every day! Sign-up today at ocsan.gov/wastewater101…
💧
11.11%0 20 207
ocsandistrict
Aug 07, 17:30O August is Water Quality Month, and there's no better time to celebrate the
Groundwater Replenishment System (GWRS)! Thanks to our partnership with
@ocwaterdistrict, we're able to send 100% of our reclaimable flows to GWRS,…
5.75%0 20 400
ocsandistrict
Aug 05, 16:01O Hot stu coming through 🔥 Our digesters are heated to a toasty 98°F — the
perfect temp for bacteria to break down sludge and transform it into nutrient-
rich biosolids full of potential 🌱Learn more at www.ocsan.gov/biosolids!
13.17%0 27 205
ocsandistrict
Aug 03, 17:25O Knowledge is power…and maybe the secret to happiness too 🚽 💧 Take a tour,see the science, and get the inside scoop at ocsan.gov/tours.3.24%0 65 2,497
ocsandistrict
Aug 01, 19:00O Employee development never looked so good 😎 We're proud to be
recognized with the 2025 Organizational Excellence Award from the California
Association of Sanitation Agencies 🏆This award honors our Employee…
10.86%0 33 350
ocsandistrict
Jul 31, 18:01O Wastewater knowledge is never a waste 🚽💧 Sign-up for our free virtual
Wastewater 101 Citizens Academy for a behind-the-scenes look at what we do!
Learn more at www.ocsan.gov/wastewater101!
6.49%0 8 185
ocsandistrict
Jul 29, 16:00O Surf's up from OC San 🌊 As surfers take on the waves at the U.S. Open, our
Ocean Monitoring team is taking on something just as important—protecting
ocean health and keeping our coastal waters clean. 🌍🌊
12.53%0 45 471
ocsandistrict
Jul 27, 17:04O We had a blast at @cityofcypress National Night Out Block Party! Thanks to
everyone who stopped by to say hello and learn more about who we are—and
why those cones are popping up around Cypress. Want the full scoop on the…
🚧
9.68%0 32 341
ocsandistrict
Jul 27, 00:40O @cityofcypress Spending the night at the @cityofcypress National Night Out 0%123 0 119
ocsandistrict
Jul 26, 16:58O See ya soon, Cypress!0%134 0 131
ocsandistrict
Jul 25, 16:01O What do an engineer, scientist, and operator have in common? They're all ready
to teach YOU about wastewater at our virtual Wastewater 101 Citizens Academy.
Grab your spot at ocsan.gov/wastewater101 💧 🔬
4.07%0 11 344
ocsandistrict
Jul 23, 16:15O Think you know OC San? 🔎 Put your knowledge to the test with these super
close-up photos! Which one stumped you the most?6.98%0 19 301
ocsandistrict
Jul 20, 16:01O Hot grill summer is here 🔥 A er the BBQ, toss fats, oil, and grease (FOG) in the
trash, not down the drain. Keep those summer vibes clog-free 😎7.06%0 21 340
ocsandistrict
Jul 18, 22:00O Coming Soon to a Street Near You... Miss the Alerts, Face the Construction. TheCypress Trunk Sewer Project begins this month at the intersection of MoodyStreet and Crescent Avenue, along the border of Cypress and La Palma. For fu…4.1%0 52 2,193
ocsandistrict
Jul 16, 15:40O Unlock the mystery behind the flush 🚽 Join our virtual Wastewater 101 CitizensAcademy to learn how we treat approximately 190 million gallons ofwastewater every day! Visit ocsan.gov/wastewater101 to register.1.72%0 37 3,136
ocsandistrict
Jul 14, 16:20O Join our team in saving lives through the American Red Cross Blood Drive! Toschedule your donation appointment, sign up at RedCrossBlood.org withsponsor code: OCSan. ❤
2.64%0 7 303
ocsandistrict
Jul 12, 17:05O It's Flush Smart Month, and our OC San sta know how to do it best. Our team'sgot aim and the message is clear: only the 3 Ps - pee, poop, and toilet paper -belong down the toilet! #FlushSmart 7.83%0 36 600
ocsandistrict
Jul 10, 18:05O Out with the old, in with the new ✨ #TBT to last summer's installation of 2brand-new primary lines at Reclamation Plant No. 1! Once up and running,these upgraded lines will carry preliminary treated wastewater to the next sto…
💧
8.5%0 30 353
ocsandistrict
Jul 09, 17:12O We’ve got date nights covered 0%158 0 158
ocsandistrict
Jul 09, 16:01O Shake it O (OC San's Version) Make sure the beach doesn't follow you home -excess sand can clog pipes! Shake it o and use a rinse station to help yourpipes and ours keep things flowing 💧🚿
3.04%0 10 362
ocsandistrict
Jul 07, 17:00O Ready, Set, Go! 🚧 Construction is about to begin on the Cypress Trunk SewerProject. As early as next week, you may see our crews near Moody St andCrescent Ave bordering the cities of La Palma and Cypress. They're going to b…2.82%0 35 1,953
ocsandistrict
Jul 06, 16:01O We don't just treat sludge, we raise biosolids 💅 Thanks to our digesters, we'reable to transform le over solids from the wastewater treatment process into anutrient-rich soil amendment. Talk about a glow-up 🌱
13.37%0 67 733
ocsandistrict
Jul 05, 17:09O (No description)0%120 0 118
ocsandistrict
Jul 04, 17:00O Stars, stripes, and solid infrastructure 💩 This 4th of July, we're proud to keep it
flowing 24/7. Have a safe and happy 4th from OC San 🎆14.67%0 44 450
ocsandistrict
Jul 03, 17:31O (No description)0%110 0 108
ocsandistrict
Jul 01, 16:45O 🚧 Exciting news! Phase 1 of our new vendor system is LIVE. Starting today, all
goods & services solicitations will go through OpenGov. Beginning January 1,
2026, all Public Works, design, architecture & engineering projects will move t…
5.67%0 13 247
DATE POST ENGAGEMENT RATE IMPRESSIONS LIKES REACH
5
Post performance - LinkedIn Pages
Data from 01 Jul, 2025 to 25 Aug, 2025
Sources
Orange County Sanitation DistrictOD
Orange County Sanitation
District
Aug 20, 14:01OD Want a career with purpose? Kick start your career at OC San with hands-on
experience and exciting opportunities 💼 Apply today at ocsan.gov/careers.4.83%414 3 2
Orange County Sanitation
District
Aug 16, 16:00OD Just a few weeks to go! 🕒 Our Wastewater 101 Virtual Citizen's Academy is
almost here, and we’re excited to take you behind the scenes! From engaging
sessions with our expert sta to an optional in-person tour, the academy o ers…
5.47%402 13 0
Orange County Sanitation
District
Aug 14, 22:19OD Build your future with us! OC San is hiring an Electrical Engineer to join our
Design Division. Don’t miss this opportunity—apply today at ocsan.gov/careers.9.72%885 11 8
Orange County Sanitation
District
Aug 07, 18:01OD August is Water Quality Month, and there's no better time to celebrate theGroundwater Replenishment System (GWRS)! Thanks to our partnership withOrange County Water District, we're able to send 100% of our reclaimable flo…7.37%475 20 0
Orange County Sanitation
District
Aug 01, 19:00OD Exciting news! We're proud to be recognized with the 2025 OrganizationalExcellence Award from the California Association of Sanitation Agencies 🏆 Thisaward honors our Employee Development Program, built to give our team…9.55%1,320 60 2
Orange County Sanitation
District
Jul 31, 18:01OD Wastewater knowledge is never a waste 🚽💧 Sign-up for our free virtualWastewater 101 Citizens Academy for a behind-the-scenes look at what we do!Learn more at https://lnkd.in/gD5ZqKvW!5.23%459 11 2
Orange County Sanitation
District
Jul 25, 16:01OD What do an engineer, scientist, and operator have in common? They're all readyto teach YOU about wastewater at our virtual Wastewater 101 Citizens Academy.Grab your spot at ocsan.gov/wastewater101 💧 🔬
6.94%850 25 2
Orange County Sanitation
District
Jul 16, 15:40OD Unlock the mystery behind the flush 🚽Join our virtual Wastewater 101 CitizensAcademy to learn how we treat approximately 190 million gallons ofwastewater every day! Visit ocsan.gov/wastewater101 to register.7.8%974 30 4
Orange County Sanitation
District
Jul 14, 14:43OD Learn how we're preparing for the future with cutting-edge technologies like Supercritical Water
Oxidation and Biosolids Deep Well Injection!4.04%1,685 46 0
Orange County SanitationDistrict
Jul 01, 16:45OD 🚨 Exciting news! Phase 1 of our new vendor system is LIVE. Starting today, allgoods & services solicitations will go through OpenGov. Beginning January 1,2026, all Public Works, design, architecture & engineering projects will move t…4.04%644 8 0
DATE POST ENGAGEMENT RATE IMPRESSIONS REACTIONS SHARES
6
Article Date Source Link
31 workers rescued after tunnel collapses in
Wilmington 7/10/2025 LA Times
https://ocsdgov.sharepoint.com/:b:/s/External
/EWTp0n5SCYxNonT75Gry65AB-
EepAxPApLEbmrTw17NUkg?e=Tb2N1S
OC San's Supercritical Water Oxidation Project 7/10/2025 ACC-OC Weekly Update
https://ocsdgov.sharepoint.com/:b:/s/External
/Ef-
ChbDd84lLsO7yGh12jEYBWdpe6giAud7Dk6kqff
OhOA?e=wb7BKM
Sewer Construction Underway 7/24/2025 City of Cypress Newsletter
https://ocsdgov.sharepoint.com/:b:/s/External
/Ea3k2bbh1oBBqcbVLzlzS5wBD9MwAQNPI4hq
GY_ML7Nlng?e=fdISy6
L.A. County Sanitation District biologists study
impacts of treated wastewater on marine life 7/25/2025 KNX News 97.1 FM
https://www.audacy.com/knxnews/news/local
/l-a-biologists-study-treated-wastewater-on-
marine-life
Orange County's Groundwater Replenishment
System as a scalable model for water security 8/5/2025 Smart Water Magazine
https://smartwatermagazine.com/news/smart-
water-magazine/orange-countys-groundwater-
replenishment-system-a-scalable-model-water
Construction Underway on the OC Sanitation
District’s Wall and Soil Improvements Project 8/8/2025 City of HB
https://www.huntingtonbeachca.gov/news_de
tail_T4_R462.php
How Orange County’s GWRS revolutionized water
reuse 8/18/2025 Smart Water Magazine
https://smartwatermagazine.com/blogs/mehul-
patel/how-orange-countys-gwrs-revolutionized-
water-reuse
Region’s most powerful water job is still open with
big calls about the future to make 8/25/2025 OC Register
https://ocsdgov.sharepoint.com/:b:/s/External
/ESPwx_6cWiFApddc4WIoI4ABbeZ2NUD9zCs_I
fd5KYO80Q?e=lpQ2ou
Media Articles
7
9/3/2025
1
Public Affairs Update
July and August 2025
Presented by: Daisy Covarrubias, Public Affairs Supervisor
Administration Committee Meeting
September 10, 2025
2
•Internal and External Communication
•OC San’s Existing Programs
•New Initiatives
•General Manager
Public
Affairs
Programs
1
2
9/3/2025
2
3
Employee Engagement / Education
4
Branding / Construction Outreach
3
4
9/3/2025
3
5
Experts / Social Media
6
•Wastewater 101 Citizens Academy
•OC San Connection Newsletter – Fall Issue
•Video Library Update
•State of OC San
•Member Agency Outreach Toolkit
What’s Next
5
6
9/3/2025
4
7
Recommendation to the Board of Directors to:
•Receive and File the Public Affairs Update for July and August 2025.
Recommendation
Questions?
8
7
8
ADMINISTRATION COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2025-4472 Agenda Date:9/10/2025 Agenda Item No:7.
FROM:Robert Thompson, General Manager
Originator: Jennifer Cabral, Director of Communications
SUBJECT:
LEGISLATIVE AFFAIRS UPDATE FOR THE MONTHS OF JULY AND AUGUST 2025
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION: Recommend to the Board of Directors to:
Receive and file the Legislative Affairs Update for the months of July and August 2025.
BACKGROUND
The Orange County Sanitation District’s (OC San)legislative affairs program includes advocating for
OC San’s legislative interests;sponsoring legislation (where appropriate);and seeking local,state,
and federal funding for projects and programs.
RELEVANT STANDARDS
·Maintain influential legislative advocacy and a public outreach program
·Build brand, trust, and support with policy makers and community leaders
·Maintain collaborative and cooperative relationships with regulators,stakeholders,and
neighboring communities
PROBLEM
Without a strong advocacy program,elected officials may not be aware of OC San’s mission,
programs, and projects and how they could be impacted by proposed legislation.
PROPOSED SOLUTION
Continue to work with Local,State,and Federal officials to advocate for OC San’s legislative
interests.Help to create and monitor legislation and grants that would benefit OC San,the
wastewater industry,and the community.To assist in relationship building efforts,OC San will
continue to reach out to elected officials through facility tours,one-on-one meetings,and trips to
Washington D.C. and Sacramento.
Orange County Sanitation District Printed on 9/2/2025Page 1 of 2
powered by Legistar™
File #:2025-4472 Agenda Date:9/10/2025 Agenda Item No:7.
RAMIFICATIONS OF NOT TAKING ACTION
If OC San does not work with Local,State,and Federal elected officials,legislation could be passed
that negatively affects OC San and the wastewater industry.Additionally,a lack of engagement may
result in missed funding opportunities.
ADDITIONAL INFORMATION
Activities for July:
Planning for the State of OC San has begun.The event is scheduled for Friday,October 17 from 11
a.m.to 1 p.m.at OC San’s Headquarters.The in-person event will feature State Water Resources
Control Board Chair Joaquin Esquivel.Additionally,it will host Local,State,and Federal dignitaries.
The event will provide an update on OC San,our accomplishments,and the future direction of the
agency.Invitations are scheduled to go out in mid-September.Additional details will be provided as
we approach the event date.
Activities for August:
The development of OC San’s annual Legislative and Regulatory Plan is underway.Over the next
couple of months,OC San staff and our legislative consultants will review our current plan.From
this,staff will draft the updated plan that will be presented to the Administration Committee in
October,and the Board of Directors in November.The adopted Legislative and Regulatory Plan is
used as the guiding document for legislative and regulatory activities in the 2026 calendar year.
Activities for September
OC San staff,along with our federal lobbyist,will continue working with the Environmental Protection
Agency on the Community Funding Request for the Supercritical Water Oxidation Project.We
expect to receive an update in September on the timing of project funding.
ATTACHMENT
The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda
package:
·Federal Legislative Update
·Federal Matrix
·State Legislative Update
·State Matrix
·Local Legislative Update
·Presentation
Orange County Sanitation District Printed on 9/2/2025Page 2 of 2
powered by Legistar™
TO: Orange County Sanitation District FROM: Eric Sapirstein Sarah Sapirstein DATE: August 22, 2025 SUBJECT: Washington Update
Congress recessed for the summer and returned to work after Labor Day. Since enactment of the One Big Beautiful Bill on July 4th, congressional activities centered on Fiscal Year 2026 spending bills. Because of bipartisan efforts to force a House vote on a resolution calling on the Administration to release the “Epstein Files”, the Speaker recessed earlier than anticipated to block a vote on the resolution. As a result of the early recess, several bills that were scheduled for floor votes were shelved until the House returned to work in September. This included the Promoting Efficient Review for Modern Infrastructure Today Act (PERMIT Act, H.R. 3898). H.R. 3898 would, among other matters, provide for ten-year National Pollutant Discharge Elimination System (NPDES) permits for water agencies. The Administration continued its reorganization efforts and reviewing PFAS standards for water and wastewater facilities’ compliance. The following summarizes the status of these and other policy issues of interest to OC San.
House and Senate Appropriators Mark-Up Fiscal Year 2026 Appropriations The House Committee on Appropriations approved the U.S. Environmental Protection Agency’s (USEPA) Fiscal Year 2026 spending priorities. The committee reported out the bill along a party-line vote. The Senate Committee on Appropriations also acted upon its USEPA spending bill. However, unlike the House bill, the Senate appropriators approved their spending bill on a bipartisan vote of 26-2.
Importance of Appropriations Process Despite the movement on the USEPA spending bill, the ongoing disputes centering on impoundment of funds and potentially additional rescissions of Fiscal Year 2025 spending decisions complicates the outlook of final passage of Fiscal Year 2026. If Congress can develop compromise funding bills, it is unlikely to occur before November or December. Absent an agreement, a full year Continuing Resolution would be required throwing in
doubt funding of projects since such measures do not provide funding for congressionally directed project spending.
PFAS Mandates The pending legal challenge to USEPA’s designation of Per- and Poly�luoroalkyl substances (PFAS) under the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) that triggers potential liability for the water sector remains on hold as the agency reviews its options on how to proceed with the legal challenge. The agency is expected to provide the court with its position on whether it will defend against the litigation �iled by the Chamber of Commerce and other groups in the coming months. Because the litigation is based upon the process used to designate PFAS as a hazardous substance, the decision to defend or not will rest upon whether the agency believes it followed the Administrative Procedures Act in designating the chemicals. On August 14, the agency closed the public comment period for its Draft Risk Assessment Model that would set a 1 part-per-billion (PPB) exposure level for PFAS in biosolids. The public comment period generated more than two thousand comments on the pending Draft Risk Assessment. The comments, including those from CASA, cited the lack of validated science that the agency relied upon to develop the model. The agency also held listening sessions with key groups, including biosolids managers, drinking water and clean water stakeholders. In the listening sessions, the agency was informed that the model relied upon inaccurate data and assumptions to arrive at the stringent 1 PPB standard that would foreclose the use of land application of biosolids. The agency did not indicate how it perceived such positions except to note that it believes the staff-developed model remains the focus. At the same time, agency staff indicated that any decision on the model’s �inalization will be determined by senior political appointees. The House spending bill for the agency included language that, if enacted into law, would bar �inalization of the model. However, the agency could continue collecting data and other information. This presumably would allow the agency to follow through on the Administrator’s priority to re-examine the development of the model. In the Senate, there were no substantive amendments to the agency’s spending bill, except to reaf�irm support for the 4 parts per trillion drinking water standard and the designation of PFAS as a hazardous substance under Superfund. The spending bill also provides the agency with $9 million to support ongoing research into plant and animal PFAS uptake as well as potential groundwater impacts.
Importance of PFAS Mandates The ongoing litigation related to the PFAS rules, and the delayed �inalization of the Draft Risk Assessment Model is important because it creates ongoing uncertainty on 1) what the �inal drinking water standard will be, and 2) what are acceptable management practices for biosolids. As a result in the absence of federal policies and standards, water and wastewater agencies will be subject to state mandates. This is important particularly in the case of biosolids. The 1PPB level of the draft Risk Assessment Model has been relied upon by several states which, if implemented, would effectively eliminate the continued land application of many biosolids. Because of this potential, stakeholders are urging the agency
to issue national guidance on an approach that some states have adopted, one based on more realistic science regarding PFAS levels in biosolids and the exposure pathways from biosolids that the agency has not adequately addressed. It also emphasizes source control to reduce PFAS loadings into treatment works. Should the agency issue such guidance in the absence of �inal rules governing biosolids, it would help ensure that biosolids management practices protective of public health and the environment are maintained
NPDES Permitting and Clean Water Act Reforms Legislation The House Committee on Transportation and Infrastructure’s PERMIT Act (H.R. 3898) remains in the House calendar. The bill includes ten-year NPDES permit terms, exemptions from Waters of the US de�initions for wastewater and groundwater, and codi�ies the Supreme Court’s decision on narrative nutrient standards (City & County of San Francisco v. EPA). It also contains other provisions to streamline the Clean Water Act permitting. The House is expected to debate and vote on the bill in September at the earliest. In the Senate, the Environment and Public Works Committee is working on bipartisan permit reform legislation. Updates to NPDES permit terms are reportedly under discussion.
Importance of Legislation Passage of H.R. 3898 would set the stage for the Senate to consider Clean Water Act permitting reforms. If the Senate committee considers permit reforms, which currently enjoy bipartisan interest, the prospect for enactment would increase signi�icantly. If enacted, NPDES permittees would bene�it from reduced administrative burdens and savings related to compliance costs. In addition to the permit term provision, the codi�ication of the nutrient decision would ensure that any Clean Water Act nutrient mandates imposed upon point sources would be based upon statutory directives. This provision, if enacted, would eliminate a situation that occurred with the WOTUS rulemaking where a lack of clarity on WOTUS de�initions complicated compliance obligations. OC San has sent letters of support for NPDES permit extension to the congressional delegation.
Last modified: 08/13/2025 at 10:56 AM EDT
OC San Federal Legislative Update
July/August 2025
S. 1092
WIPPES Act
High Priority Support
Federal - 119th CongressCongress:
Summary: S.1092 would direct the Federal Trade Commission to
estabilsh federal "Do Not Flush" labeling requirements for
nonflushable wet wipes packaging. The labeling requirements
would be enacted one year after the bill's enactment. The bill
mirrors California's state labeling law and is supported by clean
water, industry, environmental advocates, and civil engineer
stakeholders. House companion legislation is HR 2269.
03/24/2025Introduced:
Sen. Jeff Merkley ORSponsor:
Latest Actions:
05/21/2025 - Committee on Commerce, Science, and
Transportation. Ordered to be reported with an amendment in the
nat...
03/24/2025 - Read twice and referred to the Committee on
Commerce, Science, and Transportation.
03/24/2025 - Introduced in Senate
Senate Commerce, Science and Transportation Committees:
Committee
S. 1092 provides a source control solution to the problem of the flushing of Why it matters:
nonflushable wipes that will reduce costs associated with fixing damaged treatment
infrastructure for wastewater utilities. The labeling requirements compliment existing "Do Not
Flush" labeling state law. Senator Alex Padilla is an original co-sponsor. OC San continues to
publicly support the effort and has sent support letters to the delegation this Congress.
Outlook: S. 1092 has high potential to be passed by the Senate this Congress based on
the Committee on Commerce, Science and Transportation's bipartisan markup of the bill
earlier this Spring. The committee's action raises the possibility for S. 1092 will be
considered on the Floor under Unanimous Consent
H.R. 2269
WIPPES Act
High Priority Support
Federal - 119th CongressCongress:
Summary: H.R. 2269 would direct the Federal Trade Commission
to estabilsh federal "Do Not Flush" labeling requirements for
nonflushable wet wipes packaging. The labeling requirements
would be enacted one year after the bill's enactment. The bill
mirrors California's state labeling law and is supported by clean
water, industry, environmental advocates, and civil engineer
stakeholders. Senate companion legislation is S. 1092.
03/21/2025Introduced:
Rep. Lisa McClain MI-09Sponsor:
Latest Actions:
06/24/2025 - Received in the Senate.
06/23/2025 - Motion to reconsider laid on the table Agreed to
without objection.
06/23/2025 - On motion to suspend the rules and pass the bill
Agreed to by voice vote. (text: CR H2852-2853)
House Energy and Commerce CommitteeCommittees:
H.R. 2269 provides a source control solution to the problem of the flushing Why it matters:
of nonflushable wipes that will reduce costs associated with fixing damaged treatment
infrastructure for wastewater utilities. The labeling requirements compliment existing "Do Not
Flush" labeling state law. Rep. Lou Correa is a co-sponsor. OC San continues to publicly
support the effort and has sent support letters to the delegation this Congress.
Outlook: H.R. 2269 has high chances of passing the House this session. The legislation
has been scheduled to be voted on under suspension on the House Floor the week of
June 23. The Committee on Energy and Commerce's bipartisan markup of the bill also
infer a bipartisan vote on the Floor.
H.R. 3898 represents a comprehensive Clean Water Act permitting reform Why It Matters:
bill. Key provisions:
Outlook. The House is expected to consider H.R. 3898 before the end of July.
Passage is highly likely as many of the bill's provisions passed the House during the
last Congress. This included ten year permits.
H.R. 2093
To amend the Federal Water
Pollution Control Act with
respect to permitting terms,
and for other purposes.
High Priority Support
Federal - 119th CongressCongress:
Summary: H.R. 2093 would amend the Clean Water Act's
permitting provisions to allow for delegated states or USEPA to
issue ten year National Permit Discharge Eliminate System
(NPDES) permits. The bill, if enacted, would extend current terms
from five years.
03/14/2025Introduced:
H.R. 3898
PERMIT Act
No Priority No Stance
Federal - 119th CongressCongress:
The bill addresses water quality standards and AI Summary:
other matters related to the U.S. waters of the United States. It
requires the EPA to publish the results of each review of any
water quality standard applicable to a body of water into which
there is a municipal combined storm and sanitary sewer
discharges. The bill also requires EPA to establish a process for
states.
06/11/2025Introduced:
Rep. Mike Collins GA-10Sponsor:
Latest Actions:
07/02/2025 - Placed on the Union Calendar, Calendar No. 145.
07/02/2025 - Reported (Amended) by the Committee on
Transportation and Infrastructure. H. Rept. 119-180.
07/02/2025 - POLITICO Pro - Republicans on the House
Transportation and Infrastructure Committee Wednesday
advanced a sweeping pack...
House Transportation and Infrastructure Committee, Committees:
House Transportation and Infrastructure Committee Water
Resources and Environment Subcommittee
mandated 10 year NPDES permits
codification of exemption from WOTUS definition for wastewater and water storage
facilities
expedited review and approval of section 404 permit applications
ten year general permits for dredge and fill activities with requirement for 2 year
advanced notification if permit not to be renewed
water quality certification reviews limited to project impacts on water quality
Rep. Ken Calvert CA-41Sponsor:
Latest Actions:
03/14/2025 - Referred to the Subcommittee on Water Resources
and Environment.
03/14/2025 - Referred to the House Committee on Transportation
and Infrastructure.
03/14/2025 - Introduced in House
House Transportation and Infrastructure Committee, Committees:
House Transportation and Infrastructure Committee Water
Resources and Environment Subcommittee
H.R. 2093 amends the NPDES permit term to align with the current project Why it matters:
construction timeline realities for water utilities and help reduce costs associated with permit
renewals for both utilities and state regulators. H.R. 2093 provides this while preserving
existing permit reopener provisions to ensure environmental protections are upheld.
Outlook: H.R. 2093 has the potential to advance this Congress. Committee majority staff
support the bill's policy intent and has expressed the desire to pursue last year's Creating
Confidence Clean Water Permitting Act (HR 7023)again this Congress, which included H.
R. 2093's permit extension language. H.R. 7023 passed the House in the 118th Congress.
H.R. 1267
Water Systems PFAS Liability
Protection Act
High Priority Support
Federal - 119th CongressCongress:
The Water Systems PFAS Liability Protection Act AI Summary:
exempts certain water and water treatment facilities from liability
under the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980 (CERCLA) for costs
arising from a release to the environment of perfluoroalkyl or
polyfluoroalkyryl substances (PFAS).
02/12/2025Introduced:
Rep. Marie Gluesenkamp Perez WA-03Sponsor:
Latest Actions:
02/12/2025 - Referred to the Subcommittee on Water Resources
and Environment.
02/12/2025 - Referred to the Committee on Energy and
Commerce, and in addition to the Committee on Transportation
an...
02/12/2025 - Referred to the Committee on Energy and
Commerce, and in addition to the Committee on Transportation
an...
House Energy and Commerce Committee, House Committees:
Transportation and Infrastructure Committee, House
Transportation and Infrastructure Committee Water Resources
and Environment Subcommittee
The legislation would provide important protection to water and wastewater Why It Matters:
agencies against third party litigation seeking to secure cost contributions for cleanups that
involve PFAS contamination. Absent an explicit liability protection provision such agencies
would be exposed to liability simply because an agency treated water and wastewater that
contained PFAS chemicals and disposed of residuals and biosolids.
Outlook: H.R. 1267 represents a placeholder bill to address the water sector's concerns
over the potential liability created by USEPA's designation of PFAS as a hazardous
substance under CERCLA. Both the House and Senate committees with jurisdiction over
CERCLA have expressed interest in addressing PFAS liability. Legislative language could
be drafted for committee consideration later this summer. However, any significant
legislative activity is expected to await USEPA's recommendations on how to address
passive receivers liability created by the PFAS designation.
H.R. 1265
To amend the Save Our Seas
2.0 Act to expand eligibility for
certain wastewater
infrastructure grants, and for
other purposes.
No Priority No Stance
Federal - 119th CongressCongress:
Summary: H.R. 1265 aims to expand eligibility for certain
wastewater infrastructure grants under the Save Our Seas 2.0
Act12. This expansion would allow communities and projects to
qualify for federal funding, which can be used to improve and
modernize wastewater treatment facilities. By increasing access to
these grants, the bill seeks to enhance the capacity of wastewater
management systems to handle pollutants, reduce environmental
impacts, and support public health. This could lead to more
efficient and effective wastewater treatment processes, ultimately
contributing to cleaner waterways and a healthier environment.
02/12/2025Introduced:
Del. Eleanor Holmes Norton DC-At LargeSponsor:
Latest Actions:
04/01/2025 - Referred to the Subcommittee on Water Resources
and Environment.
02/12/2025 - Referred to the House Committee on Transportation
and Infrastructure.
02/12/2025 - Sponsor introductory remarks on measure. (CR
E120)
House Transportation and Infrastructure Committee, Committees:
House Transportation and Infrastructure Committee Coast Guard
and Maritime Transportation Subcommittee, House Transportation
and Infrastructure Committee Water Resources and Environment
Subcommittee
H.R. 1285
Water Infrastructure
Subcontractor and Taxpayer
Protection Act of 2025
Federal - 119th CongressCongress:
Summary: H.R. 1285 would amend the Water Infrastructure
Finance and Innovation Act of 2014. The key points: Payment and
Performance Security Requirements: The bill establishes new
requirements for payment and performance security for projects
No Priority No Stance funded under the act. Project Funding: Ensure that projects
financed through the Water Infrastructure Finance and Innovation
Act have adequate financial safeguards.H.R. 2093 would amend
the Clean Water Act's permitting provisions to allow for delegated
states or USEPA to issue ten year National Permit Discharge
Eliminate System (NPDES) permits. The bill, if enacted, would
extend current terms from five years
02/13/2025Introduced:
Rep. Mike Bost IL-12Sponsor:
Latest Actions:
02/13/2025 - Referred to the Subcommittee on Water Resources
and Environment.
02/13/2025 - Referred to the Committee on Transportation and
Infrastructure, and in addition to the Committee on Ene...
02/13/2025 - Referred to the Committee on Transportation and
Infrastructure, and in addition to the Committee on Ene...
House Energy and Commerce Committee, House Committees:
Transportation and Infrastructure Committee, House
Transportation and Infrastructure Committee Water Resources
and Environment Subcommittee
H.R. 2344
Water ISAC Threat Protection
Act
No Priority No Stance
Federal - 119th CongressCongress:
Summary: Would establish a program to enhance the
preparedness and resilience of drinking water and wastewater
systems against various threats. The bill's primary focus is on
safeguarding these critical utilities from risks such as natural
disasters, cyberattacks, and other vulnerabilities that could disrupt
essential water services.
03/25/2025Introduced:
Rep. Jan Schakowsky IL-09Sponsor:
Latest Actions:
03/25/2025 - Referred to the Subcommittee on Water Resources
and Environment.
03/25/2025 - Referred to the Committee on Transportation and
Infrastructure, and in addition to the Committee on Ene...
03/25/2025 - Referred to the Committee on Transportation and
Infrastructure, and in addition to the Committee on Ene...
House Energy and Commerce Committee, House Committees:
Transportation and Infrastructure Committee, House
Transportation and Infrastructure Committee Water Resources
and Environment Subcommittee
S. 857
Water Conservation Rebate
Tax Parity Act
No Priority No Stance
Federal - 119th CongressCongress:
Summary: Amends federal tax law so that homeowners would
not need to pay income tax when they receive rebates from water
utilities for water conservation and water runoff management
improvements. S. 857.
03/05/2025Introduced:
Sen. John Curtis UTSponsor:
Latest Actions:
03/05/2025 - Read twice and referred to the Committee on
Finance.
03/05/2025 - Introduced in Senate
Senate Finance CommitteeCommittees:
S. 1118
Water Intelligence, Security,
and Cyber Threat Protection
Act of 2025
No Priority No Stance
Federal - 119th CongressCongress:
Summary: S. 1118 would provide funding and additional access
for clean water and
wastewater utilities to become members of the Water Information
Sharing and Analysis Center (WaterISAC). The WaterISAC is a
critical source of information and best practices for water systems
to protect against, mitigate, and respond to threats. House
Companion bill H.R. 2344. Endorsed by American Water Works
Association, Association of Metropolitan Water Agencies, National
Association of Clean Water Agencies, National Association of
Water Companies, and Water Environment Federation.
03/25/2025Introduced:
Sen. Ed Markey MASponsor:
Latest Actions:
03/25/2025 - Read twice and referred to the Committee on
Environment and Public Works.
03/25/2025 - Introduced in Senate
Senate Environment and Public Works CommitteeCommittees:
1
M E M O R A N D U M
To: Orange County Sanitation District
From: Townsend Public Affairs
Date: August 22, 2025
Subject: July-August 2025 Legislative Monthly Report
STATE UPDATES
Summer Recess offered a modest reprieve to Members, staff, and advocates as the Legislature
breaks for four weeks before the sprint to the finish of the legislative session on September 12.
Legislators have returned to their districts for constituent meetings, tours, and negotiating the
fate of active bills ahead of key deadlines during August and September. When the Legislature
resumes after the recess, the final stretch of the 2025 legislation promises to be active and
consequential as high-impact policy initiatives will move quickly. On deck are measures related
to land use, fiscal policy, housing and homelessness, transparency, immigration response, and
emergency relief.
The schedule for the End of Session is as follows:
• August 18: Legislature reconvened
• August 29: Appropriations Committees Held Suspense File Hearings
• September 2-12: Floor Sessions Only
o September 5: Was the last day to amend bills on the Floor
• September 12: Legislature adjourns for the year
• October 12: Deadline for Governor to sign or veto bills
July 2025 Finance Bulletin: Year-End Revenue Update
On July 24, the California Department of Finance released its July 2025 Finance Bulletin,
announcing that the state closed the 2024–25 fiscal year with General Fund revenues about $2.7
billion above projections from the Governor’s May Revision. However, nearly half of this gain
came from one-time federal reimbursements for prior-year costs.
While these temporary payments help relieve short-term fiscal pressures, they do not reflect
ongoing growth in the state’s major revenue streams—personal income, sales, and corporate
taxes. Consequently, the surplus should not be viewed as evidence of a sustained improvement
in California’s economy or tax base.
As of June 30, the State Controller’s Office reported a General Fund cash balance of $34 billion,
sufficient to meet current obligations. The State Treasurer also valued the Pooled Money
Investment Account—which combines state and local government funds—at $178 billion at the
fiscal year’s close.
2
While the year-end figures offer some positive indicators, the reliance on nonrecurring funds
underscores the importance of cautious budgeting and long-term planning. The coming fiscal
cycle will likely require continued attention to both revenue trends and expenditure pressures.
Mid-Cycle Congressional Redistricting Proposal
California lawmakers are preparing to take up a mid-cycle congressional redistricting proposal, a
rapidly evolving development tied to national trends. When the Legislature reconvenes from
Summer Recess on August 18, members are expected to introduce or amend legislation—or
potentially a constitutional amendment—authorizing the redistricting process.
Hearings are anticipated the week of August 18–21, with floor votes possible as early as August
22. If approved, the measure would trigger a gubernatorial proclamation for a November 4 special
election. Passage would permit the Legislature to redraw congressional districts for the 2026,
2028, and 2030 election cycles.
The proposal could face legal challenges and may bypass the standard referendum period.
Orange County districts are expected to be among those affected, potentially altering OC San’s
elected representation.
STATE LEGISLATURE
As we enter the final month of California’s legislative session, TPA is closely monitoring key
bills that could impact OC San operations. We expect significant legislative activity and will
continue to engage with lawmakers to ensure our priorities are represented.
Key issues of significance to OC
Open Meeting Legislation: Public Participation and Operational Flexibility
Since certain Brown Act requirements were suspended for local governments during the
COVID-19 pandemic, the Legislature has grappled with impending sunsets, equity concerns,
procedural hurdles, and operational flexibilities across a variety of legislative proposals. The
most notable of the Brown Act measures, SB 707 (Durazo) and AB 259 (Rubio) (OC San on a
“Watch” position for both), were recently merged and will see new amendments before the End
of Session.
In the last month of session, themes that still need to be addressed in SB 707 include:
• Implementation Timelines: Impacted entities have requested a delayed
implementation of the two-way communications requirements to give more time to
source the required hardware and software.
• Meeting Disruptions: Clarifications are needed on how to address obscene or
inappropriate behavior from Zoom calls during the public comment portion of
meetings.
• Internet Disruptions: Clarifications are needed on the ability to continue the public
meeting in the event internet connectivity is compromised, or if the link to the live
stream fails after the meeting has already started.
3
• AI Translation: Clarifications are needed to ensure that artificial intelligence
translation, not merely digital translation, is acceptable.
Local governments have requested amendments to allow more flexibility in how translated
agendas are made available. Instead of relying only on physical postings, agencies could
meet requirements through electronic kiosks or online platforms. If signed into law, OC San
will need to ensure compliance with these new requirements.
Cap and Trade Expenditure Plan
Most of the state’s 2025 budget has been established through SB 101 (the 2025 Budget Act,
passed June 13), AB 102 (the first Budget Bill Jr.), and various trailer bills. Additional activity
is expected in August and September to finalize the spending plan, including revisiting
Proposition 4 bond allocations, reviewing Greenhouse Gas Reduction Fund (GGRF)
expenditures through Cap and Trade reauthorization, and addressing conformity issues
related to H.R. 1.
In April, Governor Newsom announced his commitment to permanently extend the Cap and
Trade program before its expiration in 2030. This program generates revenue through the
auction of greenhouse gas emission allowances, which is deposited into the GGRF. Most of
this funding is dedicated to specific climate-related programs, such as the Affordable Housing
and Sustainable Communities Program, the Low Carbon Transit Operations Program, and
the High-Speed Rail Project, while the remaining revenue is available for discretionary
spending determined by the Legislature through the annual budget process.
The enacted budget approved the newly named “Cap and Invest” May Revision Finance
Letter, which amended or eliminated various budget items to be determined later. It adjusted
the GGRF allocation to CAL FIRE down to $500 million and included intent language
regarding future shifts from GGRF to CAL FIRE. For High-Speed Rail, discussions on a $1
billion annual appropriation were deferred to the broader reauthorization process. As a result
of these deferred decisions, legislators are expected to play a larger role in shaping future
GGRF funding allocations.
Earlier this year, Governor Newsom proposed a multiyear spending plan to implement
Proposition 4, with a sum of $2.7 billion to be allocated in 2025-26. Until 2040, the Safe
Drinking Water, Wildfire Prevention, Drought Preparedness, and Clean Air Bond Act of 2024
is slated to authorize $10 billion towards a variety of climate, energy, and wildfire-related
projects and programs overseen by about 30 different state entities. This year’s allocations
are expected to include the following commitments, according to the Governor’s proposed
spending plan:
• $1.074 billion for Safe Drinking Water, Drought, Flood, and Water
• $325 million for Wildfire and Forest Resilience
• $173 million for Coastal Resilience
• $286 million for Biodiversity and Nature-Based Climate Solutions
• $275 million for Clean Energy
• $286 million for Park Creation and Outdoor Access
4
• $102 million for Extreme Heat Mitigation
• $134 million for Climate Smart Agriculture
AB 100, a Budget Bill Jr. amending the 2023 and 2024 Budget Acts, accelerated $181 million
in Proposition 4 funding for wildfire prevention activities across the state as part of the recovery
package for the Eaton and Palisades fires. In total, around $300 million in Prop 4 funds were
shifted to backfill General Fund costs due to the state’s strained budget position. Some Prop 4
funds were also allocated to several departments to support staff related to bond appropriations.
Discussions on spending and project eligibility are expected to resurface in follow-up budget
trailer bills.
Conversations around the Cap and Trade/Cap and Invest program are particularly relevant
given the advocacy efforts of OC San board and staff for funding a new biosolids management
program. TPA continues to push for this funding to be included in future expenditure plans.
OC San
State
Bills of Interest
BILL AUTHOR SUMMARY LATEST ACTION OC SAN
POSITION LEGISLATIVE PLAN OTHER
POSITIONS
AB 60 Papan [D]Current law, commencing January 1, 2027, prohibits a person or entity from
manufacturing, selling, delivering, holding, or offering for sale in commerce
any cosmetic product that contains any of several specified intentionally
added ingredients except under specified circumstances. This bill, the Musk
Reduction Act, would expand that prohibition by adding musk ambrette,
musk tibetene, musk moskene, and musk xylene to the list of banned
ingredients. The bill would also, beginning January 1, 2027, prohibit the use
of musk ketone in cosmetic products in excess of specified amounts,
including 1.4% in fine fragrance products, and oral products, as defined.
Currently on the Senate
Floor
Watch State Priorities: Source
Control - Support legislation
and/or regulations that restrict
the non-essential use of
microplastics and
contaminants of emerging
concern in any product that is
disposed or has the potential
to be introduced into the
sanitary sewer system.
ACC-OC - NYC
LOCC - NYC
CASA - NYC
CSDA - NYC
ACWA - NYC
AB 70 Aguiar-Curry This bill would define pyrolysis as the thermal decomposition of material at
elevated temperatures in the absence or near absence of oxygen. This bill
mandates that by January 1, 2027, the department must amend these
regulations to recognize pipeline biomethane derived exclusively from
organic waste as a valid product that can count towards these procurement
targets.
Currently in the Senate
Appropriations
Committee
AB 259 Rubio [D]This bill would remove the January 1, 2026, date from the provisions of AB
2449 (Rubio), thereby extending the alternative teleconferencing procedures
that are currently in effect indefinitely.
Two-Year Bill Watch Legislative and Regulatory
Policies: Special Districts -
Oppose further state
regulations that adversely
impact special district
financing, operations, and
administration.
ACC-OC - NYC
LOCC - Support
CASA - Support
CSDA - Sponsor
ACWA - Support
AB 339 Ortega [D]This bill would require the governing body of a public agency, and boards
and commissions designated by law or by the governing body of a public
agency, to give the recognized employee organization no less than 120
days’ written notice before issuing a request for proposals, request for
quotes, or renewing or extending an existing contract to perform services
that are within the scope of work of the job classifications represented by the
recognized employee organization. The bill would require the notice to
include specified information, including the anticipated duration of the
contract.
Currently in the Senate
Appropriations
Committee
Oppose Legislative and Regulatory
Policies: Labor
Relations/Human
Resources: Oppose efforts
reducing local control over
public employee disputes and
imposing regulations on an
outside agency.
ACC-OC - NYC
LOCC - Oppose
CASA - Oppose
CSDA - Oppose
ACWA - Not Favor
Proposed Legislation 2025
High Priority
OC San
State
Bills of Interest
BILL AUTHOR SUMMARY LATEST ACTION OC SAN
POSITION LEGISLATIVE PLAN OTHER
POSITIONS
AB 340 Ahrens [D]Existing laws governing labor relations for public employees and employers,
such as the Meyers-Milias-Brown Act and the Ralph C. Dills Act, prohibit
employers from actions like imposing reprisals, discriminating, or interfering
with employees' rights related to employee organizations. These laws also
ensure that employee organizations are granted their legal rights. This bill
would further restrict public employers by prohibiting them from questioning
employees or their representatives about confidential communications
related to organizational representation. It also prevents employers from
forcing the disclosure of these communications to a third party. However,
this prohibition does not apply during criminal investigations or when a
public safety officer is being investigated under certain conditions.
Currently in the Senate
Appropriations
Committee
Watch Legislative and Regulatory
Policies: Labor
Relations/Human
Resources: Oppose efforts
reducing local control over
public employee disputes and
imposing regulations on an
outside agency.
ACC-OC - NYC
LOCC - Oppose
CASA - NYC
CSDA - Oppose
ACWA - NYC
AB 370 Carrillo [D]This bill would revise the definition of unusual circumstances as it applies to
a state of emergency to require the state of emergency, in addition to
currently affecting the agency’s ability to timely respond to requests as
described above, to also require the state of emergency to directly affect the
agency’s ability to timely respond to requests as described above. By
restricting the time period in which a local agency may respond to requests,
thus increasing the duties of local officials, this bill would create a state-
mandated local program. Current law requires each agency, within 10 days
of a request for a copy of records, to determine whether the request seeks
copies of disclosable public records in possession of the agency and to
promptly notify the person of the determination and the reasons therefor.
Current law authorizes that time limit to be extended by no more than 14
days under unusual circumstances, and defines “unusual circumstances” to
include, among other things, the need to search for, collect, and
appropriately examine records during a state of emergency when the state
of emergency currently affects the agency’s ability to timely respond to
requests due to staffing shortages or closure of facilities, as provided.
Signed into law Support Legislative and Regulatory
Policies: Special Districts -
Oppose further state
regulations that adversely
impact special district
financing, operations, and
administration.
ACC-OC - NYC
LOCC - Support
CASA - Support
CSDA - Support
ACWA - NYC
AB 405 Addis [D]The State Air Resources Board must establish regulations by July 1, 2025,
for major businesses (annual revenue above $1 billion) operating in
California to disclose their greenhouse gas emissions. By 2026, they must
report Scope 1 and 2 emissions, and by 2027, Scope 3 emissions as well.
This bill, the Fashion Environmental Accountability Act of 2025, focuses on
fashion sellers, requiring them to adhere to environmental due diligence by
eliminating regulated chemicals in their products and setting greenhouse
gas reduction targets. Beginning July 1, 2027, fashion sellers must annually
submit an Environmental Due Diligence Report. By 2028, they can’t sell
products with regulated chemicals above permitted levels. Non-compliance
could lead to penalties or legal actions. Lastly, penalties collected will
support environmental projects through a newly established fund, the
Fashion Environmental Remediation Fund.
Two-year bill Watch State Priorities: Source
Control - Support legislation
and/or regulations that restrict
the non-essential use of
microplastics and
contaminants of emerging
concern in any product that is
disposed or has the potential
to be introduced into the
sanitary sewer system.
ACC-OC - NYC
LOCC - NYC
CASA - Work with
Author
CSDA - NYC
ACWA - NYC
OC San
State
Bills of Interest
BILL AUTHOR SUMMARY LATEST ACTION OC SAN
POSITION LEGISLATIVE PLAN OTHER
POSITIONS
AB 430 Alanis [R]Current law provides that an emergency regulation adopted by the State
Water Resources Control Board following a Governor’s proclamation of a
state of emergency based on drought conditions, for which the board makes
specified findings, may remain in effect for up to one year, as provided, and
may be renewed if the board determines that specified conditions relating to
precipitation are still in effect. This bill would require the board, within 180
days following a finding by the board that a nonfee emergency regulation is
no longer necessary, as provided, to conduct a comprehensive economic
study assessing the impacts of the regulation, as specified.
Two-year bill Watch Legislative and Regulatory
Policies: Water Quality and
Supply: Support (generally)
measures to increase water
supply and improve water
quality in the region, including
drought relief legislations and
regulations.
ACC-OC - NYC
LOCC - Watch
CASA - Watch
CSDA - Watch
ACWA - NYC
AB 538 Berman [D]Existing law mandates that the Labor Commissioner investigates violations
by contractors or subcontractors related to public works projects, including
adherence to prevailing wage laws. Contractors and subcontractors must
maintain accurate payroll records, including personal details and wage
information for each employee, and provide certified copies upon public
request. Non-compliance is considered a misdemeanor. The bill requires
that if an awarding body receives a records request but lacks the records, it
must obtain them from the contractor and provide them to the requester. The
Division of Labor Standards Enforcement can impose penalties if a
contractor does not comply within 10 days.
Currently in the Senate
Appropriations
Committee
Watch Legislative and Regulatory
Policies: Special Districts -
Oppose further state
regulations that adversely
impact special district
financing, operations, and
administration.
ACC-OC - NYC
LOCC - Oppose
CASA - Watch
CSDA - Oppose
ACWA - NYC
AB 638 C. Rodriguez [D]Current law, the Stormwater Resource Planning Act, authorizes one or more
public agencies to develop a stormwater resource plan that meets certain
standards to address the capture of stormwater, as defined, and dry weather
runoff, as defined. This bill would require the State Water Resources Control
Board, by December 1, 2026, to develop recommendations for stormwater
capture and use for the irrigation of urban public lands, as defined. The bill
would require the recommendations to address, but not be limited to,
opportunities for the use of captured stormwater for irrigation to offset the
use of potable water, as specified, and recommendations for, among other
things, pathogens and pathogen indicators and total suspended solids.
Currently in the Senate
Appropriations
Committee
Watch Legislative and Regulatory
Policies: Special Districts -
Oppose further state
regulations that adversely
impact special district
financing, operations, and
administration.
ACC-OC - NYC
LOCC - Watch
CASA - NYC
CSDA - Watch
ACWA - NYC
AB 643 Wilson [D]This bill would authorize a local jurisdiction to include organic material used
as a beneficial agricultural amendment towards its recovered organic waste
procurement target if the material is processed at a facility authorized by the
department using specified approved technologies, and if the material is
licensed for end use as an agricultural fertilizer by the Department of Food
and Agriculture.
Two-year bill Watch Legislative and Regulatory
Policies: Special Districts -
Oppose further state
regulations that adversely
impact special district
financing, operations, and
administration.
ACC-OC - NYC
LOCC - Watch
CASA - Support in
concept
CSDA - Watch
ACWA - NYC
OC San
State
Bills of Interest
BILL AUTHOR SUMMARY LATEST ACTION OC SAN
POSITION LEGISLATIVE PLAN OTHER
POSITIONS
AB 647 M. Gonzalez [D]This bill would require a proposed housing development containing no more
than 8 residential units that is located on a lot with an existing single-family
home or is zoned for 8 or fewer residential units to be considered
ministerially, without discretionary review or hearing, if the proposed housing
development meets certain requirements, including, among other
requirements, that the proposed housing development dedicates at least
one residential unit to deed-restricted affordable housing to households
making at or below 80% of the area median income, as specified. The bill
would prohibit a local agency from applying any development standard that
will have the effect of physically precluding the construction of a housing
development that meets those requirements, as specified, and from
imposing on a housing development subject to these provisions any
objective zoning standard or objective design standard that meets certain
criteria, including imposing any requirement that applies to a project solely or
partially on the basis that the housing development receives approval
pursuant to these provisions.
Two-year bill Watch Legislative and Regulatory
Policies: Special Districts -
Oppose further state
regulations that adversely
impact special district
financing, operations, and
administration.
ACC-OC - NYC
LOCC - Oppose
CASA - NYC
CSDA - NYC
ACWA - NYC
AB 794 Gabriel [D]The California Safe Drinking Water Act requires the State Water Resources
Control Board to administer provisions relating to the regulation of drinking
water to protect public health. The state board’s duties include, but are not
limited to, enforcing the federal Safe Drinking Water Act (federal act) and
adopting and enforcing regulations. Current law authorizes the state board
to adopt as an emergency regulation, a regulation that is not more stringent
than, and is not materially different in substance and effect than, the
requirements of a regulation promulgated under the federal act, with a
specified exception. This bill would provide that the authority of the state
board to adopt an emergency regulation pursuant to these provisions
includes the authority to adopt requirements of a specified federal regulation
that was in effect on January 19, 2025, regardless of whether the
requirements were repealed or amended to be less stringent. The bill would
prohibit an emergency regulation adopted pursuant to these provisions from
implementing less stringent drinking water standards, as provided, and
would authorize the regulation to include requirements that are more
stringent than the requirements of the federal regulation.
Currently in the Assembly
Inactive File
Watch State Priorities:
Contaminants of Emerging
Concern - Support legislation
that will eliminate non-
essential PFAS uses to
reduce and mitigate PFAS in
everyday consumer goods.
ACC-OC - NYC
LOCC - Oppose
Unless Amended
CASA - Oppose
CSDA - Watch
ACWA - Oppose
Unless Amended
OC San
State
Bills of Interest
BILL AUTHOR SUMMARY LATEST ACTION OC SAN
POSITION LEGISLATIVE PLAN OTHER
POSITIONS
AB 810 Irwin [D]Current law requires that a local agency that maintains an internet website
for use by the public to ensure that the internet website uses a “.gov” top-
level domain or a “.ca.gov” second-level domain no later than January 1,
2029. Current law requires that a local agency that maintains public email
addresses to ensure that each email address provided to its employees
uses a “.gov” domain name or a “.ca.gov” domain name no later than
January 1, 2029. Current law defines “local agency” for these purposes as a
city, county, or city and county. This bill would recast these provisions by
instead requiring a city, county, or city and county to comply with the above-
described domain requirements and by deleting the term “local agency” from
the above-described provisions. The bill would also require a special district,
joint powers authority, or other political subdivision to comply with similar
domain requirements no later than January 1, 2031.
Two-year bill Watch Legislative and Regulatory
Policies: Special Districts -
Oppose further state
regulations that adversely
impact special district
financing, operations, and
administration.
ACC-OC - NYC
LOCC - Watch
CASA - Watch
CSDA - Oppose
ACWA - Not Favor
AB 818 Avila-Farias [D] This bill requires local agencies and utility providers to expedite certain
aspects of the approval process and waives specified green energy
standards for residential developments on properties that were destroyed in
a disaster. The bill would require a city, county, or city and county to approve
an or deny a complete application, within 10 business days of receipt of the
application, for a building permit or an equivalent permit for any of the
specified structures intended to be used by a person until the rebuilding or
repair of an affected property is complete. By imposing new duties on local
agencies, this bill would impose a state-mandated local program.
Currently in the Senate
Appropriations
Committee
Watch Legislative and Regulatory
Policies: Special Districts -
Oppose further state
regulations that adversely
impact special district
financing, operations, and
administration.
ACC-OC - NYC
LOCC - NYC
CASA - Oppose
Unless Amended
CSDA - Watch
ACWA - NYC
AB 823 Boerner [D]This bill would, on and after January 1, 2029, prohibit a person from selling,
offering for sale, distributing, or offering for promotional purposes in this
state a personal care product containing plastic glitter, or a personal care
product in a non-rinse-off product or a cleaning product containing one ppm
or more by weight of plastic microbeads that are used as an abrasive, as
specified. The bill would authorize, until January 1, 2030, a person to
continue to sell, offer for sale, distribute, or offer for promotional purposes in
this state an existing stock of personal care products containing plastic
glitter, as specified. By adding these prohibitions to the Plastic Microbeads
Nuisance Prevention Law, the bill would impose the civil penalty for
violations of these prohibitions.
Referred to the Senate
Appropriations
Committee
Watch State Priorities: Source
Control - Support legislation
and/or regulations that restrict
the non-essential use of
microplastics and
contaminants of emerging
concern in any product that is
disposed or has the potential
to be introduced into the
sanitary sewer system.
ACC-OC - NYC
LOCC - Watch
CASA - Support
CSDA - NYC
ACWA - NYC
OC San
State
Bills of Interest
BILL AUTHOR SUMMARY LATEST ACTION OC SAN
POSITION LEGISLATIVE PLAN OTHER
POSITIONS
AB 872 Rubio [D]Current law, known as the Green Chemistry program, requires the
Department of Toxic Substances Control to adopt regulations to establish a
process to identify and prioritize chemicals or chemical ingredients in
consumer products that may be considered as being chemicals of concern.
Current law requires the regulations to include criteria by which chemicals
and their alternatives may be evaluated by the department, as provided.
Current law requires the department, following the completion of an
alternatives analysis, to provide a regulatory response that may include, but
is not limited to, not requiring any action and restricting or prohibiting the use
of the chemical of concern in the consumer product. This bill would,
beginning January 1, 2028, prohibit a person from distributing, selling, or
offering for sale a covered product, as defined, that contains intentionally
added PFAS, as defined, unless the department has issued a regulatory
response for the covered product pursuant to the Green Chemistry program
or the prohibition is preempted by federal law.
Two-year bill Watch State Priorities: Source
Control - Support legislation
and/or regulations that restrict
the non-essential use of
microplastics and
contaminants of emerging
concern in any product that is
disposed or has the potential
to be introduced into the
sanitary sewer system.
ACC-OC - NYC
LOCC - Watch
CASA - Oppose
CSDA - NYC
ACWA - NYC
AB 874 Avila Farias This bill would require a local agency to waive fees or charges that are
collected by a local agency to fund the construction of public improvements
or facilities for residential developments subject to a regulatory agreement
with a public entity, as provided, that includes certain income and
affordability requirements.
Two-year bill Watch Legislative and Regulatory
Policies: Special Districts -
Oppose further state
regulations that adversely
impact special district
financing, operations, and
administration.
ACC-OC - NYC
LOCC - NYC
CASA - Oppose
Unless Amended
CSDA - Oppose
ACWA - Oppose
Unless Amended
AB 1206 Harabedian [D]This bill requires each local agency to develop a program for the
preapproval of single-family and multifamily residential housing plans for
public use. The bill would require a large jurisdiction, as defined, to develop
this program by July 1, 2026, and a small jurisdiction, as defined, to develop
a program by January 1, 2028. The bill would authorize a local agency to
charge a fee to an applicant for the preapproval of a single-family or
multifamily residential housing plan, as specified. The bill would require the
local agency to post preapproved single-family or multifamily residential
housing plans and the contact information of the applicant on the local
agency’s internet website.
Currently in the Senate
Appropriations
Committee
Watch Legislative and Regulatory
Policies: Special Districts -
Oppose further state
regulations that adversely
impact special district
financing, operations, and
administration.
ACC-OC - NYC
LOCC - NYC
CASA - Seek
Amendments
CSDA - NYC
ACWA - Seek
Amendments
SB 31 McNerney [D]The Water Recycling Law generally provides for the use of recycled water.
Current law requires any person who, without regard to intent or negligence,
causes or permits an unauthorized discharge of 50,000 gallons or more of
recycled water in or on any waters of the state to immediately notify the
appropriate regional water board. This bill would, for the purposes of the
above provision, redefine “recycled water” and provide that water discharged
from a decorative body of water during storm events is not to be considered
an unauthorized discharge if recycled water was used to restore levels due
to evaporation.
Currently in the Assembly
Appropriations
Committee
Watch Legislative and Regulatory
Policies: Special Districts -
Oppose further state
regulations that adversely
impact special district
financing, operations, and
administration.
ACC-OC - NYC
LOCC - Support
CASA - Support
CSDA - Support
ACWA - Favor
OC San
State
Bills of Interest
BILL AUTHOR SUMMARY LATEST ACTION OC SAN
POSITION LEGISLATIVE PLAN OTHER
POSITIONS
SB 72 Caballero [D]This bill would revise and recast certain provisions regarding The California
Water Plan to, among other things, require the department to expand the
membership of the advisory committee to include, among others, tribes,
labor, and environmental justice interests. The bill would require the
department, as part of the 2033 update to the plan, to update the interim
planning target for 2050, as provided. The bill would require the target to
consider the identified and future water needs for all beneficial uses,
including, but not limited to, urban uses, agricultural uses, tribal uses, and
the environment, and ensure safe drinking water for all Californians, among
other things. The bill would require the plan to include specified
components, including a discussion of the estimated costs, benefits, and
impacts of any project type or action that is recommended by the department
within the plan that could help achieve the water supply targets.
Currently in the Assembly
Appropriations
Committee
Watch Legislative and Regulatory
Policies: Special Districts -
Oppose further state
regulations that adversely
impact special district
financing, operations, and
administration.
ACC-OC - NYC
LOCC - Support
CASA - Support
CSDA - Support
ACWA - Support
SB 239 Arreguin [D]Current law, until January 1, 2026, authorizes specified neighborhood city
councils to use alternate teleconferencing provisions related to notice,
agenda, and public participation, as prescribed, if, among other
requirements, the city council has adopted an authorizing resolution and 2/3
of the neighborhood city council votes to use alternate teleconference
provisions, as specified. This bill would authorize a subsidiary body, as
defined, to use alternative teleconferencing provisions and would impose
requirements for notice, agenda, and public participation, as prescribed. The
bill would require the subsidiary body to post the agenda at the primary
physical meeting location. The bill would require the members of the
subsidiary body to visibly appear on camera during the open portion of a
meeting that is publicly accessible via the internet or other online platform,
as specified.
Two-year bill (Provisions
amended into SB 707)
Watch Legislative and Regulatory
Policies: Special Districts -
Oppose further state
regulations that adversely
impact special district
financing, operations, and
administration.
ACC-OC - NYC
LOCC - Sponsor
CASA - NYC
CSDA - Support
ACWA - Favor
SB 317 Hurtado [D]Would require the State Department of Public Health, in consultation with
participating wastewater treatment facilities, local health departments, and
other subject matter experts, to maintain the Cal-SuWers network of
monitoring programs to test for pathogens, toxins, and other public health
indicators in wastewater. The bill would require participation in the Cal-
SuWers network from local health departments and wastewater treatment
facilities to be voluntary. The bill would authorize the department to
coordinate with health care providers, local health departments, and
emergency response agencies through the regional public health office to
ensure wastewater surveillance data is used for early intervention, outbreak
response, epidemiological investigations, and public health planning. The
bill would authorize the department to communicate to the general public,
through a publicly accessible internet website, as specified, to provide
transparency and public awareness of wastewater-based disease
monitoring. The bill would authorize the department to utilize external
funding sources, in addition to the department’s existing, noncontinuously
appropriated funding sources, to implement these provisions. The bill would
make related findings and declarations.
Currently in the Assembly
Appropriations
Committee
Support Legislative and Regulatory
Policies: Public Health -
Support (generally) measures
that provide for improved
public health through
regulation.
ACC-OC - NYC
LOCC - Watch
CASA - Support in
Concept
CSDA - Watch
ACWA - NYC
OC San
State
Bills of Interest
BILL AUTHOR SUMMARY LATEST ACTION OC SAN
POSITION LEGISLATIVE PLAN OTHER
POSITIONS
SB 318 Becker [D]Existing law designates the State Air Resources Board as responsible for
controlling vehicular air pollution, while air pollution from non-vehicular
sources is managed by air pollution control districts. Air districts can require
permits to construct or operate equipment emitting air contaminants, with
certain exceptions. Under the Clean Air Act, new or modified major sources
must use best available control technology for emissions. This bill defines
"best available control technology" for these purposes and establishes a
process for evaluating permits. It requires the executive officer of the state
board to review permits for Title V sources and object if they do not comply
with the Clean Air Act. The bill also requires a technical feasibility analysis
for certain renewal permits and allows for more stringent measures than
those proposed by applicants. The bill revises the precertification program
by updating criteria every eight years and expanding it to include various
types of equipment and processes. It allows for temporary employee
assignments to leverage expertise and invites other regulatory agencies to
join the expansion of the precertification program.
Two-year bill Watch Legislative and Regulatory
Policies: Air Quality -
Monitor legislative and
regulatory developments in
response to State’s goal of
achieving Carbon Neutrality
including the Advanced Clean
Fleets and the Zero-Emission
Forklift Fleets regulations
pertaining to the electrification
of engine-driven equipment
and fleets.
ACC-OC - NYC
LOCC - NYC
CASA - Watch
CSDA - Watch
ACWA - NYC
SB 445 Wiener [D]Current law creates the High-Speed Rail Authority Office of the Inspector
General (office) and authorizes the High-Speed Rail Authority Inspector
General (inspector general) to initiate an audit or review regarding oversight
related to delivery of the high-speed rail project undertaken by the authority
and the selection and oversight of contractors related to that project. Current
law requires the inspector general to submit annual reports to the
Legislature and Governor regarding its findings. This bill would require the
authority, on or before July 1, 2026, to develop and adopt internal rules, as
defined, setting forth standards and timelines for the authority to engage
utilities to ensure coordination and cooperation in relocating utility
infrastructure or otherwise resolving utility conflicts affecting the delivery of
the high-speed rail project. The bill would require the authority to ensure that
the internal rules, among other things, identify the circumstances under
which the authority would be required seek to enter into a cooperative
agreement with a utility that, where relevant, identifies who is responsible for
specific utility relocations, as specified.
Currently in the Assembly
Appropriations
Committee
Watch Legislative and Regulatory
Policies: Special Districts -
Oppose further state
regulations that adversely
impact special district
financing, operations, and
administration.
ACC-OC - NYC
LOCC - Oppose
CASA - Oppose
CSDA - Oppose
ACWA - Oppose
OC San
State
Bills of Interest
BILL AUTHOR SUMMARY LATEST ACTION OC SAN
POSITION LEGISLATIVE PLAN OTHER
POSITIONS
SB 454 McNerney [D]his bill, which would become operative upon an appropriation by the
Legislature, would enact a PFAS mitigation program. As part of that
program, the bill would create the PFAS Mitigation Fund in the State
Treasury and would authorize certain moneys in the fund to be expended by
the state board, upon appropriation by the Legislature, for specified
purposes. The bill would authorize the state board to seek out and deposit
nonstate, federal, and private funds, require those funds to be deposited into
the PFAS Mitigation Fund, and continuously appropriate the nonstate,
federal, and private funds in the fund to the state board for specified
purposes. The bill would authorize the state board to establish accounts
within the PFAS Mitigation Fund. The bill would authorize the state board to
expend moneys from the fund in the form of a grant, loan, or contract, or to
provide assistance services to water suppliers and sewer system providers,
as those terms are defined, for multiple purposes, including, among other
things, to cover or reduce the costs for water suppliers associated with
treating drinking water to meet the applicable state and federal maximum
perfluoroalkyl and polyfluoroalkyl substances (PFAS) contaminant levels.
The bill would require a water supplier or sewer system provider to include a
clear and definite purpose for how the funds will be used to provide public
benefits to their community related to safe drinking water, recycled water, or
treated wastewater in order to be eligible to receive funds. The bill would
require the state board to adopt guidelines to implement these provisions, as
provided.
Currently in the Assembly
Appropriations
Committee
Watch State Priorities:
Contaminants of Emerging
Concern - Support legislation
that will eliminate non-
essential PFAS uses to
reduce and mitigate PFAS in
everyday consumer goods.
ACC-OC - NYC
LOCC - Sponsor
CASA - Support
CSDA - Support
ACWA - Sponsor
SB 496 Hurtado [D]Current law requires the State Air Resources Board to manage vehicle
emissions and fuel standards to control air pollution effectively, ensuring
they are feasible and cost-effective. The California Global Warming
Solutions Act of 2006 designates this board to regulate greenhouse gas
emissions. Under this authority, the board implemented the Advanced Clean
Fleets Regulation, mandating that government and high-priority fleets
transition to zero-emission vehicles, with some exemptions permitted. This
bill proposes the establishment of an Appeals Advisory Committee to review
denied exemption requests. This committee, comprising specified
government and non-government representatives, must meet monthly, with
meetings recorded and accessible online. They must review appeals and
provide recommendations within 60 days, which the board must consider
publicly within another 60 days. Certain vehicles involved in emergency
responses would be exempt from the regulations, and fleet owners will not
be pressured to produce zero-emissions vehicle purchase agreements to
delay transitioning mandates.
Two-year bill Support Legislative and Regulatory
Policies: Air Quality -
Monitor legislative and
regulatory developments in
response to State’s goal of
achieving Carbon Neutrality
including the Advanced Clean
Fleets and the Zero-Emission
Forklift Fleets regulations
pertaining to the electrification
of engine-driven equipment
and fleets.
ACC-OC - NYC
LOCC - Sponsor
CASA - Watch
CSDA - Sponsor
ACWA - NYC
OC San
State
Bills of Interest
BILL AUTHOR SUMMARY LATEST ACTION OC SAN
POSITION LEGISLATIVE PLAN OTHER
POSITIONS
SB 595 Choi [R]Existing law regulates how local agencies can invest public funds in specific
securities and financial instruments, subject to certain conditions. Until
January 1, 2026, agencies with under $100 million in assets can invest up to
25% in eligible commercial paper, while those with $100 million or more can
invest up to 40%. Starting in 2026, this changes to a uniform 25% limit,
regardless of asset size. This bill would extend the current distinction until
January 1, 2031, postponing the universal limit change to that date.
Additionally, the bill extends until 2031 the authority for agencies to invest in
certain U.S. government securities that might accrue zero interest if held to
maturity. Regarding financial reporting, the law requires the Controller to
publish annual financial and compensation reports for all counties, cities,
and school districts. Currently, if a local agency fails to submit these reports
within 20 days after notification, they must pay a penalty based on revenue.
This bill changes the deadline to 10 months after the fiscal year's end and
mandates the Controller to assess whether machine-readable audited
financial statements can replace traditional reports. The Controller must
report to the Legislature on this by December 31, 2026.
Currently on the
Assembly Floor
Watch Legislative and Regulatory
Policies: Special Districts -
Oppose further state
regulations that adversely
impact special district
financing, operations, and
administration.
ACC-OC - NYC
LOCC - NYC
CASA - NYC
CSDA - Watch
ACWA - NYC
SB 601 Allen [D]The State Water Resources Control Board and the 9 California regional
water quality control boards regulate water quality and prescribe waste
discharge requirements in accordance with the Porter-Cologne Water
Quality Control Act (act) and the National Pollutant Discharge Elimination
System (NPDES) permit program. Under the act, the State Water Resources
Control Board is authorized to adopt water quality control plans for waters for
which quality standards are required by the federal Clean Water Act, as
specified, and that in the event of a conflict, those plans supersede regional
water quality control plans for the same waters. This bill would authorize the
state board to adopt water quality control plans for nexus waters, which the
bill would define as all waters of the state that are not also navigable, except
as specified. The bill would require any water quality standard that was
submitted to, and approved by, or is awaiting approval by, the United States
Environmental Protection Agency or the state board that applied to nexus
waters as of May 24, 2023, to remain in effect, as provided.
Currently in the Assembly
Appropriations
Committee
Watch Legislative and Regulatory
Policies: Special Districts -
Oppose further state
regulations that adversely
impact special district
financing, operations, and
administration.
ACC-OC - NYC
LOCC - Oppose
CASA - Oppose
CSDA - Oppose
ACWA - Oppose
SB 682 Allen [D]This bill would, on and after January 1, 2028, prohibit a person from
distributing, selling, or offering for sale a cleaning product, dental floss,
juvenile product, food packaging, or ski wax, as provided, that contains
intentionally added PFAS, as defined, except for previously used products
and as otherwise preempted by federal law. The bill would, on and after
January 1, 2030, prohibit a person from distributing, selling, or offering for
sale cookware that contains intentionally added PFAS, except for previously
used products and as otherwise preempted by federal law. The bill would
authorize the department, on or before January 1, 2029, to adopt regulations
to carry out these provisions.
Currently in the Assembly
Appropriations
Committee
Support State Priorities:
Contaminants of Emerging
Concern - Support legislation
that will eliminate non-
essential PFAS uses to
reduce and mitigate PFAS in
everyday consumer goods.
ACC-OC - NYC
LOCC - Support
CASA - Sponsor
CSDA - Support
ACWA - Favor
OC San
State
Bills of Interest
BILL AUTHOR SUMMARY LATEST ACTION OC SAN
POSITION LEGISLATIVE PLAN OTHER
POSITIONS
SB 707 Durazo [D](1)Existing law, the Ralph M. Brown Act, requires, with specified exceptions,
that all meetings of a legislative body, as defined, of a local agency be open
and public and that all persons be permitted to attend and participate. This
bill would, until January 1, 2030, require an eligible legislative body, as
defined, to comply with additional meeting requirements, including that,
except as specified, all open and public meetings include an opportunity for
members of the public to attend via a 2-way telephonic service or a 2-way
audiovisual platform, as defined, and that the eligible legislative body take
specified actions to encourage residents to participate in public meetings, as
specified.
Currently in the Assembly
Appropriations
Committee
Watch Legislative and Regulatory
Policies: Special Districts -
Oppose further state
regulations that adversely
impact special district
financing, operations, and
administration.
ACC-OC - NYC
LOCC - Concerns
CASA - Watch
CSDA - Oppose
Unless Amended
ACWA - NYC
SB 740 Rubio [D]Current law authorizes a municipal wastewater agency to enter into
agreements with entities responsible for stormwater management, including,
but not limited to, municipal, industrial, and commercial stormwater
dischargers, for the purpose of managing stormwater and dry weather
runoff. Current law requires a municipal wastewater agency, if the agency
enters into a new agreement or amends an agreement pursuant to those
provisions, to file a copy of the agreement or amendment with the local
agency formation commission in each county where any part of the
municipal wastewater agency’s territory is located within 30 days after the
effective date of the new agreement or amendment. This bill would extend
that filing requirement timeline to 40 days.
Two-year bill Watch Legislative and Regulatory
Policies: Special Districts -
Oppose further state
regulations that adversely
impact special district
financing, operations, and
administration.
ACC-OC - NYC
LOCC - Watch
CASA - NYC
CSDA - Watch
ACWA - NYC
Legend:
ACC-OC - Association of California Cities, Orange County
LOCC - League of California Cities
NYC - Not Yet Considered
CASA - California Association of Sanitation Agencies
ACWA - Association of California Water Agencies
CSDA - California Special Districts Association
1 | P a g e
TO: Orange County Sanitation District
FROM: Whittingham Public Affairs Advisors
DATE: August 22, 2025
SUBJECT: Local Legislative Report
Following are a few of the more notable developments and issues that have transpired in
Orange County over the last several weeks:
• The Orange County (County) Board of Supervisors (Board) has approved updates
to its code of ethics following revelations of former Supervisor Andrew Do’s
criminal misuse of COVID-19 meal program funds. Key changes include:
o New protections for whistleblowers
o A requirement that Supervisors review and sign the code of ethics when taking
office
o An explicit rule that county officials and employees “shall not act for personal
gain”
• The same week the Board adopted the revised code of ethics, a federal judge
ordered former 1st District Supervisor Andrew Do to repay about $878,000 to the
County. Do also reported to the federal penitentiary in Tucson, Arizona, to begin
serving his five-year prison sentence.
• The Board also approved a plan to fold the District Attorney’s Human Resources
(HR) Department into the County’s Central Administration. The change follows a
civil lawsuit in which a jury awarded $3 million to a former prosecutor who claimed
she was pushed out after trying to protect junior colleagues. Eight HR positions
from the District Attorney’s office will be transferred as part of the move.
• Across the County, several cities are experiencing leadership changes. Former
Laguna Hills City Manager Jared Hildebrand has taken the top role in Orange. In
Fullerton, former Westminster City Manager Eddie Manfro has been appointed
Interim City Manager after serving as the city’s Human Resources Director. Mike
Egan continues as Interim City Manager in La Palma.
• Elsewhere in the county, the Yorba Linda City Council is reviewing candidates to
replace City Manager Mark Pulone, who will retire in September. In Newport
2 | P a g e
Beach, the City Council announced that Assistant City Manager Seimone Jurjis will
step into the City Manager role on January 1, 2026, succeeding Grace Leung.
• Negotiations continue between the County of Orange and a coalition of cities and
sanitation districts regarding landfill tipping fees. The goal is to finalize an
agreement by October. The next County Waste Management Commission meeting
is scheduled for Thursday, September 11.
• Advocates for the long-awaited Orange County Veterans Cemetery at Gypsum
Canyon celebrated the passage of Assembly Bill 571. The bill exempts the cemetery
site from unnecessary environmental reviews that could delay the project. The
Federal Veterans Administration has identified Gypsum Canyon as the only
suitable site for a veterans cemetery in Orange County. The project, which has
received $55 million in state and county funding, now needs to secure placement
on the Federal VA priority list.
• County management staff recently met with representatives from the State Natural
Resources Agency to discuss funding through Proposition 4, the $10 billion water,
wildfire, and climate project bond passed by voters in 2024. Proposition 4 will fund
projects designed to prevent and mitigate the impacts of droughts, flooding,
wildfires, extreme heat, sea level rise, and carbon pollution. The Governor and
State Legislature have been developing the criteria and process for grant
applications for local government agencies, including special districts.
• Longtime Costa Mesa Sanitary District (CMSD) Board member Arlene Schafer
announced her retirement, effective August 1. Board member Schafer began her
public service career in 1978 when she was elected to and served for eight years on
the Costa Mesa City Council, including serving as Mayor from 1980-1982. She
first served on the CMSD Board of Directors from 1994-2010, was subsequently
appointed back to the Board in 2013 and was re-elected to serve three consecutive
terms from 2014 through 2026.
• Phase II of Orange County’s Climate Action Plan, a comprehensive roadmap
detailing potential projects and programs to reduce greenhouse gas and other
emissions from various sources, is on track to come to the Board of Supervisors on
November 4. Key initiatives within CAP included increasing stormwater capture
and infiltration, reducing the amount of organic waste going to landfills by 75
percent and improving edible food recovery by 20 percent, and exploring the
feasibility of regional anaerobic digestion and conversion technology facilities.
As part of our scope of work, Whittingham Public Affairs Advisors has continued to
monitor the various City Council agendas and highlighted issues and items of relevance to
OC San. We also continue to monitor activities at the South Coast Air Quality Management
District, Orange County Water District, and South Orange County Wastewater Authority.
It is a pleasure to work with you and to represent the Orange County Sanitation District.
3 | P a g e
Sincerely,
Peter Whittingham
9/3/2025
1
WWW.TOWNSENDPA.COM
SACRAMENTO • WASHINGTON, DC
NORTHERN CALIFORNIA • CENTRAL CALIFORNIA • SOUTHERN CALIFORNIA
Administration
Committee Update
September 10, 2025
2
2025 State Legislative Session Overview
Floor Session – September 2 -
12 (Final Day of Session)
Governor’s Signature/Veto
Deadline – October 12
Legislature Reconvened –
August 18
Fiscal Committee Deadline –
August 29 was met
OC San: Legislative Update
1
2
9/3/2025
2
3
End of Session: Key Items
Budget Clean Up: Impacts of
One Big Beautiful Bill Act, Final Trailer Bill
Language, Trigger Cuts
Cap and Trade Reauthorization:
Potential new structure, expenditure
reconfiguration
Proposition 4 Appropriation:
Money from 2024
bond needs to be appropriated. Inclusive of
funding for water recycling
Potential Housing Bond:
Amendments required, action needed before
end of session.
OC San: Legislative Update
Page 4OC San: Legislative Update
Current program expires in 2030Current program expires in 2030
Opportunities to reallocate funding for Greenhouse Gas (GHG)
emission reduction
Opportunities to reallocate funding for Greenhouse Gas (GHG)
emission reduction
Bill language (RN) drafted with help from Asm. Petrie-NorrisBill language (RN) drafted with help from Asm. Petrie-Norris
Innovative Biosolids Management Program Advocacy Innovative Biosolids Management Program Advocacy
Cap and Trade Advocacy Update
3
4
9/3/2025
3
Page 5
SB 682 (Allen) – Non-Essential PFAS Use Ban
OC San: Legislative Update
Details
• Prohibits a person from distributing, selling, or offering for sale
in the state a cleaning product, cookware, dental floss, juvenile
product, food packaging, or ski wax that contains intentionally
added perfluoroalkyl and polyfluoroalkyl substances (PFAS)
and requires the Department of Toxic Substances Control
(DTSC) to enforce these prohibitions using its existing
authority. OC San along with CASA supports SB 682.
Status
• Passed the Assembly Appropriations Committee
• Currently on the Assembly Floor
Page 6
SB 454 (McNerney) – PFAS Mitigation Program
OC San: Legislative Update
Details
• Creates the PFAS Mitigation Fund to expend for the treatment
of PFAS in drinking water, wastewater, and recycled water.
• The bill authorizes the State Water Board to seek out and
deposit nonstate, federal, and private funds into the Fund, and
to establish accounts within the Fund. OC San is in a “Watch”
position.
Status
• Passed the Assembly Appropriations Committee
• Currently on the Assembly Floor
5
6
9/3/2025
4
Page 7
Video Retention Reform
OC San: Legislative Update
Details
• Existing law requires special districts to retain video monitoring
recordings for one year after creation
• Costs associated with routine video monitoring data storage
have increased significantly as technology and video quality
increases
• AB 510 (Cooley) in 2019 would have helped ease the burden.
CASA and OC San supported, but AB 510 failed to get a
hearing in the Assembly and died
Page 8OC San: Legislative Update
State of OC San Speaker
E. Joaquin Esquivel
Chair
State Water Resources Control Board
7
8
9/3/2025
5
Page 9
Contact Information
Christopher Townsend
President
CTownsend@TownsendPA.com
Cori Takkinen
Vice President & Chief Executive Officer
CTakkinen@TownsendPA.com
Eric O’Donnell
Director
EODonnell@TownsendPA.com
OC San: Legislative Update
9
ADMINISTRATION COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2025-4263 Agenda Date:9/10/2025 Agenda Item No:8.
FROM:Robert Thompson, General Manager
Originator: Wally Ritchie, Director of Finance
SUBJECT:
WASTEWATER REFUNDING REVENUE OBLIGATIONS, SERIES 2025A
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION: Recommend to the Board of Directors to:
A. Adopt Resolution No. OC SAN 25-XX titled: “A Resolution of the Board of Directors of the
Orange County Sanitation District authorizing the execution and delivery by the District of an
Installment Purchase Agreement, a Trust Agreement, a Purchase Agreement, a Continuing
Disclosure Agreement and an Escrow Agreement in connection with the Orange County
Sanitation District Wastewater Refunding Revenue Obligations, Series 2025A, authorizing the
execution and delivery of such Revenue Obligations evidencing principal in an aggregate
amount of not to exceed $120,000,000, approving a Notice of Intention to Sell, authorizing the
distribution of an Official Notice Inviting Bids and an Official Statement in connection with the
offering and sale of such Revenue Obligations and authorizing the execution of necessary
documents and related actions”; and
B. That the Orange County Sanitation District Financing Corporation approve the documents
supporting and authorizing the Revenue Obligations in an aggregate amount not to exceed
$120,000,000.
BACKGROUND
July 2025 -Authorized the General Manager to pursue fixed a rate refunding of the 2016A Revenue
Obligations.Approval of the recommended actions and the associated documents will enable staff to
complete the refunding.
March 2016 -Adopted Resolution No.OCSD16-03,authorizing the execution and delivery by the
District of an Installment Purchase Agreement,a Trust Agreement,an Escrow Agreement and a
Continuing Disclosure Agreement in connection with the execution and delivery of Orange County
Sanitation District Wastewater Refunding Revenue Obligations,Series 2016A,authorizing the
execution and delivery of such Revenue Obligations evidencing principal in an aggregate amount of
not to exceed $163,000,000,approving a Notice of Intention to Sell,authorizing the distribution of an
Official Notice Inviting Bids and an Official Statement in connection with the offering and sale of such
Revenue Obligations and authorizing the execution of necessary documents and related actions;and
that Orange County Sanitation District Financing Corporation approved the documents supporting
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File #:2025-4263 Agenda Date:9/10/2025 Agenda Item No:8.
that Orange County Sanitation District Financing Corporation approved the documents supporting
and authorizing the Revenue Obligations in an aggregate amount not to exceed $163,000,000.
RELEVANT STANDARDS
·Comply with OC San Debt Policy -Financial Management and Procedure 201-3-1;Net
present value savings are at least three (3)percent of the par amount of the refunded bonds
from refunding outstanding bonds
PROBLEM
The interest rates payable on the 2016A Revenue Obligations are higher than current market yields.
PROPOSED SOLUTION
The issuance of up to $120,000,000 of Wastewater Refunding Revenue Obligations,Series 2025A
would allow OC San to refund up to all of the outstanding 2016A Revenue Obligations using a
refunding amortization structured with the objective of providing level annual debt service savings (in
years with principal maturing)and to generate net present value debt service savings of
approximately $10.4 million (equal to 9.5%of refunded principal),based on market conditions as of
August 27, 2025.
TIMING CONCERNS
OC San has the option of early redemption of the 2016A Revenue Obligations as of February 1,
2026.If the 2016A Revenue Obligations remain outstanding past the earliest optional redemption
dates, OC San would pay interest costs above current market yields.
RAMIFICATIONS OF NOT TAKING ACTION
Not refunding the 2016A Revenue Obligations would result in OC San continuing to pay above
market interest costs.
PRIOR COMMITTEE/BOARD ACTIONS
July 2025 -Authorized the General Manager to issue new fixed rate Certificates of Participation,to be
referred to as Wastewater Refunding Revenue Obligations,in an amount sufficient to refund up to
$109,935,000 of Wastewater Refunding Revenue Obligations, Series 2016A.
February 2016 -Adopted Resolution No.OCSD16-03,authorizing the execution and delivery by the
District of an Installment Purchase Agreement,a Trust Agreement,an Escrow Agreement and a
Continuing Disclosure Agreement in connection with the execution and delivery of Orange County
Sanitation District Wastewater Refunding Revenue Obligations,Series 2016A,authorizing the
execution and delivery of such Revenue Obligations evidencing principal in an aggregate amount of
not to exceed $163,000,000,approving a Notice of Intention to Sell,authorizing the distribution of an
Official Notice Inviting Bids and an Official Statement in connection with the offering and sale of such
Revenue Obligations and authorizing the execution of necessary documents and related actions;and
that the Orange County Sanitation District Financing Corporation approved the documents supporting
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File #:2025-4263 Agenda Date:9/10/2025 Agenda Item No:8.
that the Orange County Sanitation District Financing Corporation approved the documents supporting
and authorizing the Revenue Obligations in an aggregate amount not to exceed $163,000,000.
ADDITIONAL INFORMATION
Since this is a fixed-rate debt issuance,staff is proposing to issue the refunding through a
competitive sale because it is the most expeditious way to access the market,and it is expected to
provide the lowest costs for this given structure.All costs involved with the refunding,including costs
for PFM Financial Advisors LLC (Municipal Advisor)and Norton Rose Fulbright US LLP (Special
Counsel and Disclosure Counsel), will be paid from the proceeds of the new refunding issue.
For the anticipated issuance of 2025A Revenue Obligations,OC San’s Municipal Advisor,Public
Resources Advisory Group,estimates,based on market conditions as of August 27,2025,and
subject to changing market conditions which may result in the figures being higher or lower,the
following:
a)true interest cost of 3.14% (currently 4.97%);
b)sum of all fees and charges paid to third parties of $864,775;
c)net proceeds of $111,347,315; and
d)total payments of $136,766,372.
Legal Authorization and Approvals
The OC San Board of Directors and Financing Corporation will each be required to adopt separate
Resolutions to complete this refunding.A Financing Corporation is required by the structure of the
Revenue Obligations and was formed in April 2000 solely to satisfy this need.The Board of Directors
of the Corporation are the same as the Board of Directors of OC San,and the Corporation meets
after an adjournment of the OC San Board meeting.
Following is a list of the remaining steps to be completed for the issuance of the Wastewater
Refunding Revenue Obligations, Series 2025A debt issuance:
September 2025:
-Board approval of legal and disclosure documents
-Financing Corporation approval of legal and disclosure documents
-Receive ratings from bond rating agencies
October 2025:
-Marketing and sale through a competitive sale process
November 2024:
-Closing
-Begin debt administration
CEQA
N/A
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File #:2025-4263 Agenda Date:9/10/2025 Agenda Item No:8.
FINANCIAL CONSIDERATIONS
N/A
ATTACHMENT
The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda
package:
·Proposed Resolution No. OC SAN 25-XX
·Proposed Financing Corporation Resolution No. FC-XX
·Draft Installment Purchase Agreement
·Draft Trust Agreement
·Draft Purchase Agreement
·Draft Escrow Agreement
·Draft Notice of Intention to Sell
·Draft Official Notice Inviting Bids
·Draft Preliminary Official Statement
·Draft Continuing Disclosure Agreement
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DRAFT OF
8/15/25
299091164.3
(District Resolution – OCSD 2025A) OC SAN 25-XX-1
RESOLUTION NO. OC SAN 25-XX
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ORANGE
COUNTY SANITATION DISTRICT AUTHORIZING THE EXECUTION AND
DELIVERY BY THE DISTRICT OF AN INSTALLMENT PURCHASE
AGREEMENT, A TRUST AGREEMENT, A PURCHASE AGREEMENT, A
CONTINUING DISCLOSURE AGREEMENT AND AN ESCROW
AGREEMENT IN CONNECTION WITH THE ORANGE COUNTY
SANITATION DISTRICT WASTEWATER REFUNDING REVENUE
OBLIGATIONS, SERIES 2025A, AUTHORIZING THE EXECUTION AND
DELIVERY OF SUCH REVENUE OBLIGATIONS EVIDENCING
PRINCIPAL IN AN AGGREGATE AMOUNT OF NOT TO EXCEED
$[__________], APPROVING A NOTICE OF INTENTION TO SELL,
AUTHORIZING THE DISTRIBUTION OF AN OFFICIAL NOTICE INVITING
BIDS AND AN OFFICIAL STATEMENT IN CONNECTION WITH THE
OFFERING AND SALE OF SUCH REVENUE OBLIGATIONS AND
AUTHORIZING THE EXECUTION OF NECESSARY DOCUMENTS AND
RELATED ACTIONS
WHEREAS, to refinance the acquisition, construction and installation of certain
improvements to its wastewater system (the “2016A Project”), the Orange County Sanitation
District (the “District”) has heretofore purchased the 2016A Project from the Orange County
Sanitation District Financing Corporation (the “Corporation”), and the Corporation has
heretofore sold the 2016A Project to the District, for the installment payments (the “2016A
Installment Payments”) made by the District pursuant to the Installment Purchase Agreement,
dated as of March 1, 2016 (the “2016A Installment Purchase Agreement”);
WHEREAS, to provide the funds necessary to refinance the 2016A Project, the District
caused the execution and delivery of the Orange County Sanitation District Wastewater
Refunding Revenue Obligations, Series 2016A (the “2016A Obligations”), evidencing direct,
undivided fractional interests in the 2016A Installment Payments;
WHEREAS, the District desires to refinance all or a portion of the 2016A Project by
paying or prepaying all or a portion of the remaining 2016A Installment Payments, and the
interest thereon to the date of payment or prepayment, thereby causing all of the remaining
2016A Obligations to be paid or prepaid;
WHEREAS, to provide the funds necessary to pay or prepay all or a portion of the
remaining 2016A Installment Payments, the District and the Corporation desire that the
Corporation purchase the 2016A Project from the District and the District sell the 2016A Project
to the Corporation, and that the District then purchase the 2016A Project from the Corporation
and the Corporation sell the 2016A Project to the District, for the installment payments (the
“Installment Payments”) to be made by the District pursuant to an Installment Purchase
Agreement by and between the District and the Corporation (such Installment Purchase
Agreement, in the form presented to this meeting, with such changes, insertions and omissions as
299091164.3
(District Resolution – OCSD 2025A) OC SAN 25-XX-2
are made pursuant to this Resolution, being referred to herein as the “Installment Purchase
Agreement”);
WHEREAS, the Corporation intends to assign without recourse certain of its rights under
and pursuant to the Installment Purchase Agreement to U.S. Bank Trust Company, National
Association, as trustee (the “Trustee”), pursuant to a Trust Agreement by and among the Trustee,
the Corporation and the District (such Trust Agreement, in the form presented to this meeting,
with such changes, insertions and omissions as are made pursuant to this Resolution, being
referred to herein as the “Trust Agreement”);
WHEREAS, in consideration of such assignment and the execution and delivery of the
Trust Agreement, the Trustee intends to execute and deliver the Orange County Sanitation
District Wastewater Refunding Revenue Obligations, Series 2025A (the “Revenue Obligations”),
evidencing direct, undivided fractional interests in the Installment Payments, and the interest
thereon;
WHEREAS, the District desires to provide for the public sale of the Revenue
Obligations;
WHEREAS, a form of the Notice of Intention to Sell to be published in connection with
the public offering and competitive sale of the Revenue Obligations has been prepared (such
Notice of Intention to Sell, in the form presented to this meeting, with such changes, insertions
and omissions as are made pursuant to this Resolution, being referred to herein as the “Notice of
Intention to Sell”);
WHEREAS, a form of the Official Notice Inviting Bids to be distributed in connection
with the public offering and competitive sale of the Revenue Obligations has been prepared
(such Official Notice Inviting Bids, in the form presented to this meeting, with such changes,
insertions and omissions as are made pursuant to this Resolution, being referred to herein as the
“Notice Inviting Bids”);
WHEREAS, the Revenue Obligations may, alternatively, be publicly offered through a
negotiated sale to an underwriter or underwriters, and a form of the Purchase Agreement by and
among the District, the Corporation and the Underwriters (as defined below) in connection with
the public offering and sale of the Revenue Obligations has been prepared (such 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 “Purchase Agreement”);
WHEREAS, a form of the Preliminary Official Statement to be distributed in connection
with the public offering of the Revenue Obligations has been prepared (such Preliminary Official
Statement in the form presented to this meeting, with such changes, insertions and omissions as
are made pursuant to this Resolution, being referred to herein as the “Preliminary Official
Statement”);
WHEREAS, Rule 15c2-12 promulgated by the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as amended (“Rule 15c2-12”), requires that the
underwriters thereof must have reasonably determined that the District has undertaken in a
299091164.3
(District Resolution – OCSD 2025A) OC SAN 25-XX-3
written agreement or contract for the benefit of the holders of the Revenue Obligations to
provide disclosure of certain financial information and certain material events on an ongoing
basis;
WHEREAS, to cause such requirement to be satisfied, the District desires to enter into a
Continuing Disclosure Agreement with Digital Assurance Certification, LLC (such Continuing
Disclosure Agreement in the form presented to this meeting, with such changes, insertions and
omissions as are made pursuant to this Resolution, being referred to herein as the “Continuing
Disclosure Agreement”);
WHEREAS, to cause the 2016A Obligations to be paid or prepaid, the District desires to
enter into an Escrow Agreement with U.S. Bank Trust Company, National Association, as
escrow agent (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
“Escrow Agreement”);
WHEREAS, there have been prepared and submitted to this meeting forms of:
(a) the Installment Purchase Agreement;
(b) the Trust Agreement;
(c) the Notice of Intention to Sell;
(d) the Notice Inviting Bids;
(e) the Purchase Agreement;
(f) the Preliminary Official Statement;
(g) the Continuing Disclosure Agreement; and
(h) the Escrow Agreement.
WHEREAS, all acts, conditions and things required by the Constitution and laws of the
State of California to exist, to have happened and to have been performed precedent to and in
connection with the consummation of the financing authorized hereby do exist, have happened
and have been performed in regular and due time, form and manner as required by law, and the
District is now duly authorized and empowered, pursuant to each and every requirement of law,
to consummate such financing for the purpose, in the manner and upon the terms herein
provided;
NOW, THEREFORE, the Board of Directors of the District DOES HEREBY
RESOLVE, DETERMINE AND ORDER:
Section 1. All of the recitals herein contained are true and correct and the Board of
Directors of the District (the “Board”) so finds.
299091164.3
(District Resolution – OCSD 2025A) OC SAN 25-XX-4
Section 2. The Installment Purchase Agreement, in substantially the form submitted
to this meeting and made a part hereof as though set forth herein, be and the same is hereby
approved. The Chairperson of the Board, and such other members of the Board as the
Chairperson may designate, the General Manager of the District, the Assistant General Manager
of the District, the Director of Finance of the District, and such other officers of the District as
the General Manager, the Assistant General Manager or 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 Installment Purchase Agreement in the form
submitted to this meeting, with such changes, insertions and omissions as the Authorized Officer
executing the same may require or approve, such requirement or approval to be conclusively
evidenced by the execution of the Installment Purchase Agreement by such Authorized Officer;
provided, however, that such changes, insertions and omissions shall not result in an aggregate
principal amount of Installment Payments in excess of $[__________] and that three percent
(3%) net present value debt service savings or greater is achieved and the final Installment
Payment shall be no later than the latest principal payment date of the 2016A Obligations that are
refunded.
Section 3. The Trust Agreement, in substantially the form submitted to this meeting
and made a part hereof as though set forth in full herein, be and the same is hereby approved.
The Authorized Officers are, and each of them is, hereby authorized and directed, for and in the
name of the District, to execute and deliver the Trust Agreement in the form presented to this
meeting, with such changes, insertions and omissions as the Authorized Officer executing the
same may require or approve, such requirement or approval to be conclusively evidenced by the
execution of the Trust Agreement by such Authorized Officer.
Section 4. The execution and delivery of Revenue Obligations evidencing principal
in an aggregate amount not to exceed $[__________], payable in the years and in the amounts,
and evidencing principal of and interest on the Installment Payments as specified in the Trust
Agreement as finally executed, are hereby authorized and approved.
Section 5. The payment or prepayment of all or a portion of the remaining principal
components of the 2016A Installment Payments, and the interest components thereof to the dates
of payment or prepayment, and the 2016A Obligations, evidencing interests therein, as
determined by any Authorized Officer, is hereby authorized and approved.
Section 6. The Authorized Officer are, and each of them is, hereby authorized to
cause the sale of the Revenue Obligations by competitive or negotiated sale.
Section 7. The form of Notice of Intention to Sell, in substantially the form submitted
to this meeting and made a part hereof as though set forth in full herein, with such changes,
insertions and omissions therein as may be approved by an Authorized Officer, is hereby
approved, and the use of the Notice of Intention to Sell in connection with the offering and sale
of the Revenue Obligations is hereby approved. The Authorized Officers are each hereby
authorized and directed, for and in the name and on behalf of the District, to cause the Notice of
Intention to Sell to be published once in The Bond Buyer (or in such other financial publication
generally circulated throughout the State of California or reasonably expected to be disseminated
among prospective bidders for the Revenue Obligations as an Authorized Officer shall approve
299091164.3
(District Resolution – OCSD 2025A) OC SAN 25-XX-5
as being in the best interests of the District) at least five days prior to the date set for the opening
of bids in the Notice Inviting Bids, with such changes, insertions and omissions therein as an
Authorized Officer may require or approve, such requirement or approval to be conclusively
evidenced by such publishing of the Notice of Intention to Sell.
Section 8. The Notice Inviting Bids, in substantially the form submitted to this
meeting and made a part hereof as though set forth herein, with such changes, insertions and
omissions therein as may be approved by an Authorized Officer, be and the same is hereby
approved, and the use of the Notice Inviting Bids in connection with the offering and sale of the
Revenue Obligations is hereby authorized and approved. The terms and conditions of the
offering and sale of the Revenue Obligations shall be as specified in the Notice Inviting Bids.
Bids for the purchase of the Revenue Obligations shall be received at the time and place set forth
in the Notice Inviting Bids. The Authorized Officers are each hereby authorized and directed, for
and in the name and on behalf of the District, to accept the bid for the Revenue Obligations with
the lowest true interest cost, or to reject all bids therefor, in accordance with the terms of the
Notice Inviting Bids.
Section 9. The 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 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 Purchase Agreement by such Authorized Officer; provided,
however, that the underwriters’ discount under the Purchase Agreement shall not exceed [___]%
of the principal amount evidenced by the Revenue Obligations and the underwriter or
underwriters (the “Underwriters”) party to the Purchase Agreement shall be selected by an
Authorized Officer from the pool of underwriting firms approved by the Treasurer of the State of
California.
Section 10. The Preliminary Official Statement, in substantially the form presented to
this meeting and made a part hereof as though set forth in full herein, with such changes,
insertions and omissions therein as may be approved by an Authorized Officer, is hereby
approved, and the use of the Preliminary Official Statement in connection with the offering and
sale of the Revenue Obligations is hereby authorized and approved. The Authorized Officers are
each hereby authorized to certify on behalf of the District that the Preliminary Official Statement
is deemed final as of its date, within the meaning of Rule 15c2-12 (except for the omission of
certain information permitted by Rule 15c2-12 to be omitted). The Authorized Officers are each
hereby authorized and directed to furnish, or cause to be furnished, to prospective bidders for the
Revenue Obligations, a reasonable number of copies of the Preliminary Official Statement.
Section 11. The preparation and delivery of a final Official Statement (the “Official
Statement”), and its use in connection with the offering and sale of the Revenue Obligations, be
and the same is hereby authorized and approved. The Official Statement shall be in substantially
the form of the Preliminary Official Statement, with such changes, insertions and omissions as
may be approved by an Authorized Officer, such approval to be conclusively evidenced by the
execution and delivery thereof. The Authorized Officers are, and each of them is, hereby
299091164.3
(District Resolution – OCSD 2025A) OC SAN 25-XX-6
authorized and directed to execute the final Official Statement and any amendment or
supplement thereto, for and in the name of the District.
Section 12. The Continuing Disclosure Agreement, in substantially the form submitted
to this meeting and made a part hereof as though set forth herein, be and the same is hereby
approved. The Authorized Officers are, and each of them is, hereby authorized and directed, for
and in the name of the District, to execute and deliver the Continuing Disclosure Agreement in
the form submitted to this meeting, with such changes, insertions and omissions as the
Authorized Officer executing the same may require or approve, such requirement or approval to
be conclusively evidenced by the execution of the Continuing Disclosure Agreement by such
Authorized Officer.
Section 13. The Escrow Agreement, in substantially the form submitted to this
meeting and made a part hereof as though set forth in full herein, with such changes, insertions
and omissions therein as may be approved by an Authorized Officer, are 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 Escrow 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 Escrow Agreement by such Authorized Officer.
Section 14. 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 Revenue Obligations and the transactions contemplated by the notices, agreements and
documents referenced in this Resolution.
Section 15. All actions heretofore taken by the officers, employees and agents of the
District with respect to the execution, delivery and sale of the Revenue Obligations, or in
connection with or related to any of the agreements or documents referenced in this Resolution,
are hereby approved, confirmed and ratified.
Section 16. This Resolution shall take effect immediately upon its adoption.
PASSED AND ADOPTED at a regular meeting of the Board of Directors of the Orange
County Sanitation District held on ____________, 2025.
Ryan P. Gallagher
Board Chairperson
299091164.3
(District Resolution – OCSD 2025A) OC SAN 25-XX-7
ATTEST:
Kelly A. Lore, MMC
Clerk of the Board
APPROVED AS TO FORM:
Scott C. Smith
General Counsel
299091164.3
(District Resolution – OCSD 2025A) OC SAN 25-XX-8
STATE OF CALIFORNIA )
) ss
COUNTY OF ORANGE )
I, Kelly A. Lore, Clerk of the Board of Directors of the Orange County Sanitation
District, do hereby certify that the foregoing Resolution No. OC SAN 25-XX was passed and
adopted at a regular meeting of said Board on the 25th day of September, 2025, by the
following vote, to wit:
AYES:
NOES:
2ABSTENTIONS:
ABSENT:
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of
Orange County Sanitation District this 25th day of September, 2025.
Kelly A. Lore, MMC
Clerk of the Board of Directors
Orange County Sanitation District
DRAFT OF
8/15/25
299091162.3 1001254408 OC SAN 25-XX-1
(Corporation Resolution)
RESOLUTION NO. FC-XX
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ORANGE
COUNTY SANITATION DISTRICT FINANCING CORPORATION
AUTHORIZING THE EXECUTION AND DELIVERY BY THE
CORPORATION OF AN INSTALLMENT PURCHASE AGREEMENT, A
TRUST AGREEMENT AND A PURCHASE AGREEMENT IN
CONNECTION WITH THE ORANGE COUNTY SANITATION DISTRICT
WASTEWATER REFUNDING REVENUE OBLIGATIONS, SERIES 2025A,
AUTHORIZING THE EXECUTION AND DELIVERY OF SUCH REVENUE
OBLIGATIONS EVIDENCING PRINCIPAL IN AN AGGREGATE AMOUNT
OF NOT TO EXCEED $[__________] AND AUTHORIZING THE
EXECUTION OF NECESSARY DOCUMENTS AND RELATED ACTIONS
WHEREAS, to refinance the acquisition, construction and installation of certain
improvements to its wastewater system (the “2016A Project”), the Orange County Sanitation
District (the “District”) has heretofore purchased the 2016A Project from the Orange County
Sanitation District Financing Corporation (the “Corporation”), and the Corporation has
heretofore sold the 2016A Project to the District, for the installment payments (the “2016A
Installment Payments”) made by the District pursuant to the Installment Purchase Agreement,
dated as of March 1, 2016 (the “2016A Installment Purchase Agreement”);
WHEREAS, to provide the funds necessary to refinance the 2016A Project, the District
caused the execution and delivery of the Orange County Sanitation District Wastewater
Refunding Revenue Obligations, Series 2016A (the “2016A Obligations”), evidencing direct,
undivided fractional interests in the 2016A Installment Payments;
WHEREAS, the District desires to refinance all or a portion of the 2016A Project by
paying or prepaying all or a portion of the remaining 2016A Installment Payments, and the
interest thereon to the date of payment or prepayment, thereby causing all of the remaining
2016A Obligations to be paid or prepaid;
WHEREAS, to provide the funds necessary to pay or prepay all or a portion of the
remaining 2016A Installment Payments, the District and the Corporation desire that the
Corporation purchase the 2016A Project from the District and the District sell the 2016A Project
to the Corporation, and that the District then purchase the 2016A Project from the Corporation
and the Corporation sell the 2016A Project to the District, for the installment payments (the
“Installment Payments”) to be made by the District pursuant to an Installment Purchase
Agreement by and between the District and the Corporation (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 “Installment Purchase
Agreement”);
WHEREAS, the Corporation intends to assign without recourse certain of its rights under
and pursuant to the Installment Purchase Agreement to U.S. Bank Trust Company, National
299091162.3 1001254408 OC SAN 25-XX-2
(Corporation Resolution)
Association, as trustee (the “Trustee”), pursuant to a Trust Agreement by and among the Trustee,
the Corporation and the District (such Trust Agreement, in the form presented to this meeting,
with such changes, insertions and omissions as are made pursuant to this Resolution, being
referred to herein as the “Trust Agreement”);
WHEREAS, the Revenue Obligations may be publicly offered through a competitive sale
or, alternatively, a negotiated sale to an underwriter or underwriters, and a form of the Purchase
Agreement by and among the District, the Corporation and the Underwriters (as defined below)
in connection with the public offering and sale of the Revenue Obligations has been prepared
(such 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 “Purchase
Agreement”);
WHEREAS, in consideration of such assignment and the execution and delivery of the
Trust Agreement, the Trustee intends to execute and deliver the Orange County Sanitation
District Wastewater Refunding Revenue Obligations, Series 2025A (the “Revenue Obligations”),
evidencing direct, undivided fractional interests in the Installment Payments, and the interest
thereon;
WHEREAS, there have been prepared and submitted to this meeting forms of:
(a) the Installment Purchase Agreement;
(b) the Trust Agreement; and
(c) the Purchase Agreement;
WHEREAS, all acts, conditions and things required by the Constitution and laws of the
State of California to exist, to have happened and to have been performed precedent to and in
connection with the consummation of the actions authorized hereby do exist, have happened and
have been performed in regular and due time, form and manner as required by law, and the
Corporation is now duly authorized and empowered, pursuant to each and every requirement of
law, to consummate such actions for the purpose, in the manner and upon the terms herein
provided;
NOW, THEREFORE, the Board of Directors of the Corporation DOES HEREBY
RESOLVE, DETERMINE AND ORDER:
Section 1. All of the recitals herein contained are true and correct and the Board of
Directors of the Corporation (the “Board”) so finds.
Section 2. The Installment Purchase Agreement, in substantially the form submitted
to this meeting and made a part hereof as though set forth herein, be and the same is hereby
approved. The President of the Corporation, the Vice-President of the Corporation, the Treasurer
of the Corporation and the Secretary of the Corporation, and such other officers of the
Corporation as the President may designate (the “Authorized Officers”) are, and each of them is,
hereby authorized and directed, for and in the name of the Corporation, to execute and deliver
the Installment Purchase Agreement in the form submitted to this meeting, with such changes,
299091162.3 1001254408 OC SAN 25-XX-3
(Corporation Resolution)
insertions and omissions as the Authorized Officer executing the same may require or approve,
such requirement or approval to be conclusively evidenced by the execution of the Installment
Purchase Agreement by such Authorized Officer; provided, however, that such changes,
insertions and omissions shall not result in an aggregate principal amount of Installment
Payments in excess of $[__________] and that three percent (3%) net present value debt service
savings or greater is achieved and the final Installment Payment shall be no later than the latest
principal payment date of the 2016A Obligations that are refunded.
Section 3. The Trust Agreement, in substantially the form submitted to this meeting
and made a part hereof as though set forth in full herein, be and the same is hereby approved.
The Authorized Officers are, and each of them is, hereby authorized and directed, for and in the
name of the Corporation, to execute and deliver the Trust Agreement in the form presented to
this meeting, with such changes, insertions and omissions as the Authorized Officer executing
the same may require or approve, such requirement or approval to be conclusively evidenced by
the execution of the Trust Agreement by such Authorized Officer.
Section 4. The 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 Corporation, to execute and deliver the 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 Purchase Agreement by such Authorized Officer; provided,
however, that the underwriters’ discount under the Purchase Agreement shall not exceed [___]%
of the principal amount evidenced by the Revenue Obligations and the underwriter or
underwriters (the “Underwriters”) party to the Purchase Agreement shall be selected by an
Authorized Officer from the pool of underwriting firms approved by the Treasurer of the State of
California.
Section 5. The execution and delivery of Revenue Obligations evidencing principal
in an aggregate amount of not to exceed $[__________], payable in the years and in the amounts,
and evidencing direct, undivided fractional interests in the Installment Payments, and the interest
thereon, as specified in the Trust Agreement as finally executed, are hereby authorized and
approved.
Section 6. The officers and agents of the Corporation are, and each of them hereby is,
authorized and directed to execute and deliver any and all documents and instruments and to do
and cause to be done any and all acts and things necessary or proper for carrying out the
execution and delivery of the Revenue Obligations and the transactions contemplated by the
agreements or documents referenced in this Resolution.
Section 7. All actions heretofore taken by the officers and agents of the Corporation
with respect to the execution, delivery and sale of the Revenue Obligations, or in connection
with or related to any of the agreements or documents referenced in this Resolution, are hereby
approved, confirmed and ratified.
Section 8. This Resolution shall take effect immediately upon its adoption.
299091162.3 1001254408 OC SAN 25-XX-4
(Corporation Resolution)
PASSED AND ADOPTED at a meeting of the Orange County Sanitation District
Financing Corporation held on September 25, 2025.
Ryan P. Gallagher
President
Orange County Sanitation District Financing Corporation
ATTEST:
Kelly A. Lore, MMC
Secretary
Orange County Sanitation District Financing Corporation
APPROVED AS TO FORM:
Scott C. Smith
General Counsel
Orange County Sanitation District Financing Corporation
299091162.3 1001254408 OC SAN 25-XX-5
(Corporation Resolution)
STATE OF CALIFORNIA )
) ss
COUNTY OF ORANGE )
I, Kelly A. Lore, Secretary of the Board of Directors of the Orange County Sanitation
District Financing Corporation, do hereby certify that the foregoing Resolution No. FC-XX was
passed and adopted at a regular meeting of said Board on the 25th day of September, 2025, by
the following vote, to wit:
AYES:
NOES:
ABSTENTIONS:
ABSENT:
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of
Orange County Sanitation District Financing Corporation this 25th day of September, 2025.
Kelly A. Lore, MMC
Secretary
Orange County Sanitation District Financing Corporation
DRAFT OF
08/15/25
298908908.3 1001349326
INSTALLMENT PURCHASE AGREEMENT
by and between
ORANGE COUNTY SANITATION DISTRICT
and
ORANGE COUNTY SANITATION DISTRICT
FINANCING CORPORATION
Dated as of [November 1], 2025
Relating to
$___________
Orange County Sanitation District
Wastewater Refunding Revenue Obligations
Series 2025A
TABLE OF CONTENTS
Page
298908908.3 -i-
ARTICLE I DEFINITIONS .......................................................................................................... 2
Section 1.01. Definitions............................................................................................ 2
Section 1.02. Definitions in Master Agreement and Trust Agreement...................... 3
ARTICLE II PURCHASE OF PROJECT BY, AND SALE THEREOF TO, THE
CORPORATION; PAYMENT OF PURCHASE PRICE ............................... 4
Section 2.01. Acquisition of the Project .................................................................... 4
Section 2.02. Payment of Purchase Price................................................................... 4
ARTICLE III PURCHASE OF PROJECT BY, AND SALE THEREOF TO, THE
DISTRICT; INSTALLMENT PAYMENTS ................................................... 4
Section 3.01. Purchase and Sale of Project ................................................................ 4
Section 3.02. Installment Payments ........................................................................... 5
Section 3.03. Reserved ............................................................................................... 6
Section 3.04. Obligation Absolute ............................................................................. 6
Section 3.05. Nature of Agreement............................................................................ 6
ARTICLE IV PREPAYMENT OF INSTALLMENT PAYMENTS ............................................ 6
Section 4.01. Prepayment of Installment Payments................................................... 6
Section 4.02. Notice ................................................................................................... 6
Section 4.03. Discharge of Obligations ..................................................................... 7
ARTICLE V COVENANTS.......................................................................................................... 7
Section 5.01. Compliance with Master Agreement ................................................... 7
Section 5.02. Compliance with Installment Purchase Agreement ............................. 7
Section 5.03. Protection of Security and Rights ........................................................ 7
Section 5.04. Indemnification of Corporation ........................................................... 7
Section 5.05. Further Assurances............................................................................... 8
ARTICLE VI EVENTS OF DEFAULT AND REMEDIES OF THE CORPORATION ............. 8
Section 6.01. Events of Default ................................................................................. 8
Section 6.02. Remedies on Default ............................................................................ 8
Section 6.03. Non-Waiver.......................................................................................... 9
Section 6.04. Remedies Not Exclusive ...................................................................... 9
ARTICLE VII AMENDMENTS ................................................................................................... 9
Section 7.01. Amendments ........................................................................................ 9
ARTICLE VIII MISCELLANEOUS .......................................................................................... 10
Section 8.01. Liability of District Limited ............................................................... 10
Section 8.02. Limitation of Rights ........................................................................... 11
Section 8.03. Assignment ........................................................................................ 11
Section 8.04. Notices ............................................................................................... 11
Section 8.05. Successor Is Deemed Included in all References to Predecessor ...... 12
Section 8.06. Waiver of Personal Liability .............................................................. 12
Section 8.07. Article and Section Headings, Gender and References ..................... 12
Section 8.08. Partial Invalidity................................................................................. 12
TABLE OF CONTENTS
(continued)
Page
298908908.3 -ii-
Section 8.09. Governing Law .................................................................................. 12
Section 8.10. Execution in Counterparts.................................................................. 12
EXHIBIT A DESCRIPTION OF PROJECT........................................................ A-1
298908908.3
INSTALLMENT PURCHASE AGREEMENT
THIS INSTALLMENT PURCHASE AGREEMENT (this “Installment Purchase
Agreement”), dated as of [November 1], 2025, is by and between the ORANGE COUNTY
SANITATION DISTRICT, a county sanitation district organized and existing under the laws of
the State of California (the “District”), and the ORANGE COUNTY SANITATION DISTRICT
FINANCING CORPORATION, a nonprofit public benefit corporation organized and existing
under the laws of the State of California (the “Corporation”).
W I T N E S S E T H:
WHEREAS, to refinance the acquisition, construction and installation of certain
improvements to its wastewater system (the “2016A Project”), the District has heretofore
purchased the 2016A Project from the Corporation, and the Corporation has heretofore sold the
2016A Project to the District, for the installment payments (the “2016A Prior Installment
Payments”) made by the District pursuant to the Installment Purchase Agreement, dated as of
March 1, 2016 (the “2016A Installment Purchase Agreement”), by and between the District and
the Corporation;
WHEREAS, to provide the funds necessary to refinance the 2016A Project, the District
caused the execution and delivery of the Orange County Sanitation District Wastewater Refunding
Revenue Obligations, Series 2016A (the “2016A Obligations”), evidencing direct, undivided
fractional interests in the 2016A Prior Installment Payments;
WHEREAS, the District has determined to further refinance the 2016A Project by
prepaying [all/a portion of] the remaining principal components of the 2016A Installment
Payments (the “Refunded 2016A Installment Payments”), and the interest components thereof to
the date of prepayment, thereby causing to be prepaid [all/a portion] of the outstanding 2016A
Obligations in the aggregate principal amount of $[________] (the “2016A Refunded
Obligations”);
WHEREAS, to provide the funds necessary to prepay the Refunded 2016A Installment
Payments, the District and the Corporation desire that the Corporation purchase the Project from
the District and the District sell the Project to the Corporation, and that the District then purchase
the Project from the Corporation and the Corporation 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
August 1, 2000, by and between the District and the Corporation, the District has established and
declared the conditions and terms upon which obligations such as this Installment Purchase
Agreement, and the Installment Payments, and the interest thereon, are to be incurred and secured;
WHEREAS, the Corporation proposes to assign without recourse certain of its rights under
and pursuant to this Installment Purchase Agreement to U.S. Bank Trust Company, National
Association, as trustee (the “Trustee”);
298908908.3 2
WHEREAS, in consideration of such assignment and the execution and delivery of the
Trust Agreement, dated as of the date hereof, by and among the Trustee, the Corporation and the
District, the Trustee has agreed to execute and deliver the Orange County Sanitation District
Wastewater Refunding Revenue Obligations, Series 2025A (the “Revenue Obligations”),
evidencing direct, undivided fractional interests in the Installment Payments, and the interest
thereon, payable hereunder;
WHEREAS, a portion of the proceeds of the Revenue Obligations will be used to [pay or]
prepay the Refunded 2016A Installment Payments; and
WHEREAS, all acts, conditions and things required by law to exist, to have happened and
to have been performed precedent to and in connection with the execution and delivery of this
Installment Purchase Agreement do exist, have happened and have been performed in regular and
due time, form and manner as required by law, and the parties hereto are now duly authorized to
execute and enter into this Installment Purchase Agreement;
NOW, THEREFORE, in consideration of the covenants and provisions herein set forth
and for other good and valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties hereto do hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions. Except as provided in Section 1.02 hereof or unless the context
otherwise requires, the terms defined in this Section shall for all purposes hereof and of any
amendment hereof or supplement hereto and of any report or other document mentioned herein or
therein have the meanings defined herein, the following definitions to be equally applicable to both
the singular and plural forms of any of the terms defined herein:
“Business Day” means a day other than (a) Saturday or Sunday, (b) a day on which
banking institutions in the city in which the Principal Office is located are authorized or required
by law to be closed, and (c) a day on which the New York Stock Exchange is authorized or
obligated by law or executive order to be closed.
“Closing Date” means November __, 2025.
“Corporation” means the Orange County Sanitation District Financing Corporation, a
nonprofit public benefit corporation organized and existing under the laws of the State, and any
successor thereto.
“District” means the Orange County Sanitation District, a county sanitation district
organized and existing under and by virtue of the laws of the State, and any successor thereto.
“Event of Default” means an event described in Section 6.01 hereof.
298908908.3 3
“Installment Payments” means the Installment Payments required to be made by the
District pursuant to Section 3.02 hereof.
“Installment Payment Dates” means each February 1, commencing [February 1, 2026].
“Installment Purchase Agreement” means this Installment Purchase Agreement, dated
as of [November 1], 2025, 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.
“Interest Payment Date” means February 1 and August 1 of each year, commencing
[February 1, 2026].
“Master Agreement” means the Master Agreement for District Obligations, dated as of
August 1, 2000, by and between the District and the Corporation, as originally executed and as it
may from time to time be amended or supplemented in accordance with the terms thereof.
“Person” means an individual, corporation, limited liability company, firm, association,
partnership, trust, or other legal entity or group of entities, including a governmental entity or any
agency or political subdivision thereof.
“Principal Office” means the Trustee’s principal corporate trust office in Los Angeles,
California.
“Project” means the improvements to the Wastewater System, as described in Exhibit A
hereto.
“Revenue Obligations” means the Orange County Sanitation District Wastewater
Refunding Revenue Obligations, Series 2025A, executed and delivered by the Trustee, which are
certificates of participation, evidencing direct, undivided fractional interests in the Installment
Payments, and the interest thereon, executed and delivered under and pursuant to the Trust
Agreement.
“Trust Agreement” means the Trust Agreement, dated as of [November 1], 2025, 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 U.S. Bank Trust Company, National Association, a national banking
association duly organized and existing under the laws of the United States of America, or any
other bank or trust company which may at any time be substituted in its place as Trustee 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
298908908.3 4
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.
ARTICLE II
PURCHASE OF PROJECT BY, AND SALE THEREOF TO, THE CORPORATION;
PAYMENT OF PURCHASE PRICE
Section 2.01. Acquisition of the Project. The District represents and warrants that it is
the sole and exclusive owner of the Project. The Corporation hereby purchases from the District,
and the District hereby sells to the Corporation, a portion of the Project equal to $__________ as
described in Exhibit A hereto in accordance with the provisions of this Installment Purchase
Agreement. All right, title and interest in and to such portion of the Project shall immediately vest
in the Corporation on the Closing Date without further action on the part of the Corporation or the
District.
Section 2.02. Payment of Purchase Price. On the Closing Date, the Corporation shall
pay to the District, as the purchase price of the applicable portion of the Project specified in Section
2.01, the amount of $__________, which amount shall be paid from the proceeds of the Revenue
Obligations.
ARTICLE III
PURCHASE OF PROJECT BY, AND SALE THEREOF TO, THE DISTRICT;
INSTALLMENT PAYMENTS
Section 3.01. Purchase and Sale of Project. The District hereby purchases from the
Corporation, and the Corporation hereby sells to the District, the Project in accordance with the
provisions of this Installment Purchase Agreement. All right, title and interest in and to the Project
shall immediately vest in the District on the Closing Date without further action on the part of the
District or the Corporation.
[Remainder of page intentionally left blank.]
298908908.3 5
Section 3.02. Installment Payments. The District shall, subject to any rights of
prepayment provided in Article IV 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 and the interest thereon shall be payable
on the Business Day immediately preceding each of the Installment Payment Dates in the amounts
and at the interest rates per annum set forth in the following schedule:
Payment
Date
Installment
Payment
Interest on
Installment
Payment
Total
Interest
Rate
2/1/2026
8/1/2026
2/1/2027
8/1/2027
2/1/2028
8/1/2028
2/1/2029
8/1/2029
2/1/2030
8/1/2030
2/1/2031
8/1/2031
2/1/2032
8/1/2032
2/1/2033
8/1/2033
2/1/2034
8/1/2034
2/1/2035
8/1/2035
2/1/2036
8/1/2036
2/1/2037
8/1/2037
2/1/2038
8/1/2038
2/1/2039
Total
The Installment Payments shall accrue interest from the Closing Date, at the rates set forth
above, payable on the Interest Payment Dates in each year. Such interest shall accrue on the basis
of a 360-day year consisting of twelve 30-day months. 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
298908908.3 6
of specific Revenue Obligations, such amounts shall be credited against the Installment Payment,
or payment of interest thereon, as applicable, due on such date.
Section 3.03. Reserved.
Section 3.04. 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 IV), 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.
Section 3.05. Nature of Agreement. This Installment Purchase Agreement constitutes a
Senior Obligation and, as such, shall be subject to the provisions of the Master Agreement and
shall be afforded all of the advantages, benefits, interests and security afforded Senior Obligations
pursuant to the Master Agreement.
ARTICLE IV
PREPAYMENT OF INSTALLMENT PAYMENTS
Section 4.01. Prepayment of Installment Payments. (a) The Installment Payments shall
be subject to prepayment prior to their respective Installment Payment Dates as provided in Article
IV of the Trust Agreement.
(b) The District may prepay, from any source of available funds, all or any portion of
the Installment Payments by depositing with the Trustee moneys or securities as provided, and
subject to the terms and conditions set forth, in Article X 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 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 to take
such prepayment into account.
Section 4.02. Notice. The District shall give written notice to the Trustee specifying the
date on which the prepayment will be made prior to making any prepayment pursuant to this
298908908.3 7
Article, which date shall be not less than 25 nor more than 60 days from the date such notice is
given to the Trustee, unless such time period shall be waived by the Trustee.
Section 4.03. 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 4.01 hereof, and if all Revenue Obligations shall be fully paid, or
provision therefor made in accordance with Article X of the Trust Agreement, and the Trust
Agreement shall be discharged by its terms, then all agreements, covenants and other obligations
of the District hereunder shall thereupon cease, terminate and become void and be discharged and
satisfied.
ARTICLE V
COVENANTS
Section 5.01. Compliance with Master 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 cause, suffer or permit any
default to occur thereunder.
Section 5.02. 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 cause, 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 5.03. Protection of Security and Rights. The District will preserve and protect
the security hereof and the rights of the Trustee, as assignee of the Corporation, to the Installment
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 5.04. Indemnification of Corporation. To the extent permitted by law, the
District hereby agrees to indemnify and hold the Corporation and its members and officers
harmless against any and all liabilities which might arise out of or are related to the Project, this
Installment Purchase Agreement or the Revenue Obligations, and the District further agrees to
298908908.3 8
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 Revenue Obligations.
Section 5.05. Further Assurances. The District will adopt, deliver, execute and make
any and all further assurances, instruments and resolutions as may be reasonably necessary or
proper to carry out the intention or to facilitate the performance hereof and for the better assuring
and confirming 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.
ARTICLE VI
EVENTS OF DEFAULT AND REMEDIES OF THE CORPORATION
Section 6.01. Events of Default. The following shall be Events of Default under this
Installment Purchase Agreement, and “Event of Default” shall mean any one or more of the
following events:
(a) if default shall be made by the District in the due and punctual payment of or on
account of any Senior Obligation as the same shall become due and payable;
(b) if default shall be made by the District in the performance of any of the agreements
or covenants required herein, in the Trust Agreement or in the Master Agreement to be performed
by it (other than as specified in (a) above), and such default shall have continued for a period of
30 days after the District shall have been given notice in writing of such default by the Corporation
or the Trustee; provided, however, that the party or parties giving such notice may agree in writing
to a reasonable extension of such period prior to the expiration of such 30 day period and, provided
further, that if the District shall proceed to take curative action which, if begun and prosecuted
with due diligence, cannot be completed within such a period of 30 days, then such period shall be
increased without such written extension to such extent as shall be necessary to enable the District
to diligently complete such curative action and such default shall not become an Event of Default
for so long as shall be necessary to diligently complete such curative action; or
(c) if the District shall file a petition or answer seeking arrangement or reorganization
under the federal bankruptcy laws or any other applicable law of the United States of America or
any state therein, or if a court of competent jurisdiction shall approve a petition filed with or
without the consent of the District seeking arrangement or reorganization under the federal
bankruptcy laws or any other applicable law of the United States of America or any state therein,
or if under the provisions of any other law for the relief or aid of debtors any court of competent
jurisdiction shall assume custody or control of the District or of the whole or any substantial part
of its property.
Section 6.02. Remedies on Default. Upon the occurrence of an Event of Default, the
Trustee, as assignee of the Corporation, shall have the right:
(a) by mandamus or other action or proceeding or suit at law or in equity to enforce its
rights against the District and to compel the District to perform and carry out its duties under
applicable law and the agreements and covenants required to be performed herein;
298908908.3 9
(b) by suit in equity to enjoin any acts or things which are unlawful or violate the rights
of the Trustee, as assignee of the Corporation;
(c) by suit in equity to require the District to account as the trustee of an express trust;
and to have a receiver or receivers appointed for the Wastewater System and of the issues, earnings,
income, products and profits thereof, pending such proceedings, with such powers as the court
making such appointment shall confer.
Section 6.03. Non-Waiver. Nothing in this Article or in any other provision hereof shall
affect or impair the obligation of the District, which is absolute and unconditional, to pay the
Installment 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 6.04. Remedies Not Exclusive. No remedy herein conferred upon or reserved to
the Trustee, as assignee of the Corporation, is intended to be exclusive of any other remedy, and
each such remedy shall be cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing in law or in equity or by statute or otherwise and may be
exercised without exhausting and without regard to any other remedy conferred by law.
ARTICLE VII
AMENDMENTS
Section 7.01. Amendments. (a) This Installment Purchase Agreement and the rights and
obligations of the District, the Corporation and the Trustee, as assignee of the Corporation, may
be amended or modified from time to time and at any time by a written amendment hereto executed
by the District, the Corporation and the Trustee, as assignee of the Corporation, with the written
consent of the Owners of a majority of the aggregate principal evidenced by Revenue Obligations
then Outstanding. No such amendment shall (i) extend the payment date of any Installment
298908908.3 10
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 Revenue Obligation, or (ii) reduce
the percentage of Owners of the Revenue Obligations whose consent is required to effect any such
amendment or modification, without the prior written consent of the Owners of all Revenue
Obligations 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 Revenue Obligations, but only to the extent permitted by law and only for any one
or more of the following purposes:
(i) to add to the agreements, conditions, covenants and terms required
by the District, the Corporation or the Trustee, as assignee of the Corporation, to be
observed or performed herein other agreements, conditions, covenants and terms
thereafter to be observed or performed by the District, the Corporation or the Trustee, as
assignee of the Corporation, or to surrender any right or power reserved herein to or
conferred herein on the District, the Corporation or the Trustee, as assignee of the
Corporation;
(ii) to make such provisions for the purpose of curing any ambiguity or
of correcting, curing or supplementing any defective provision contained herein or in
regard to questions arising hereunder which the District, the Corporation or the Trustee,
as assignee of the Corporation, may deem desirable or necessary and not inconsistent
herewith;
(iii) to make such additions, deletions or modifications as may be
necessary or appropriate to assure the exclusion from gross income for federal income
tax purposes of interest on the Installment Payment; and
(iv) to make such other changes herein or modifications hereto as the
District, the Corporation or the Trustee, as assignee of the Corporation, may deem
desirable or necessary, and which shall not materially adversely affect the interests of the
Owners of the Revenue Obligations.
ARTICLE VIII
MISCELLANEOUS
Section 8.01. Liability of District Limited. Notwithstanding anything contained herein
to the contrary, the District shall not be required to advance any moneys derived from any source
of income other than Net Revenues and the other funds provided herein for the payment of the
Installment 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
298908908.3 11
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 8.02. Limitation of Rights. Nothing in this Installment Purchase Agreement
expressed or implied is intended or shall be construed to give to any Person other than the District,
the Corporation and the Trustee, as assignee of the Corporation, any legal or equitable right,
remedy or claim under or in respect of this Installment Purchase Agreement or any covenant,
condition or provision therein or herein contained, and all such covenants, conditions and
provisions are and shall be held to be for the sole and exclusive benefit of the District, the
Corporation and the Trustee, as assignee of the Corporation.
Section 8.03. Assignment. The District and the Corporation hereby acknowledge the
transfer, conveyance and assignment by the Corporation to the Trustee of all of the Corporation’s
rights, title and interest in and to this Installment Purchase Agreement (excepting its rights to
indemnification hereunder), including the right to receive Installment Payments, and the interest
thereon, from the District, pursuant to the Trust Agreement.
Section 8.04. Notices. Any written notice, statement, demand, consent, approval,
authorization, offer, designation, request or other communication to be given hereunder shall be
given to the party entitled thereto at its address set forth below, or at such other address as such
party may provide to the other parties in writing from time to time, namely:
If to the District: Orange County Sanitation District
18480 Bandilier Circle
Fountain Valley, California 92708
Attention: Director of Finance
If to the Corporation: Orange County Sanitation District Financing Corporation
c/o Orange County Sanitation District
18480 Bandilier Circle
Fountain Valley, California 92708
Attention: Treasurer
If to the Trustee: U.S. Bank Trust Company, National Association
633 West Fifth Street, 24th Floor
Los Angeles, California 90071
Attention: Global Corporate Trust Services
298908908.3 12
Each such notice, statement, demand, consent, approval, authorization, offer, designation,
request or other communication hereunder shall be deemed delivered to the party to whom it is
addressed (a) if personally served or delivered, upon delivery, (b) if given by electronic
communication, whether by facsimile or telecopier, upon the sender’s receipt of an appropriate
answerback or other written acknowledgment, (c) if given by registered or certified mail, return
receipt requested, deposited with the United States mail postage prepaid, 72 hours after such notice
is deposited with the United States mail, (d) if given by overnight courier, with courier charges
prepaid, 24 hours after delivery to said overnight courier, or (e) if given by any other means, upon
delivery at the address specified in this Section.
Section 8.05. Successor Is Deemed Included in all References to Predecessor.
Whenever the District or the Corporation is named or referred to herein, such reference shall be
deemed to include the successor to the powers, duties and functions that are presently vested in
the District or the Corporation, and all agreements and covenants required hereby to be performed
by or on behalf of the District or the Corporation shall bind and inure to the benefit of the respective
successors thereof whether so expressed or not.
Section 8.06. Waiver of Personal Liability. No official, officer or employee of the
District shall be individually or personally liable for the payment of the Installment 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 8.07. Article and Section Headings, Gender and References. The headings or
titles of the several Articles and Sections hereof and the table of contents appended hereto shall be
solely for convenience of reference and shall not affect the meaning, construction or effect hereof,
and words of any gender shall be deemed and construed to include all genders. All references
herein to “Articles,” “Sections” and other subsections or clauses are to the corresponding articles,
sections, subsections or clauses hereof; and the words “hereby,” “herein,” “hereof,” “hereto,”
“herewith” and other words of similar import refer to this Installment Purchase Agreement as a
whole and not to any particular Article, Section, subdivision or clause hereof.
Section 8.08. Partial Invalidity. If any one or more of the agreements or covenants or
portions thereof required hereby to be performed by or on the part of the District or the Corporation
shall be contrary to law, then such agreement or agreements, such covenant or covenants or such
portions thereof shall be null and void and shall be deemed separable from the remaining
agreements and covenants and portions thereof and shall in no way affect the validity hereof.
Section 8.09. Governing Law. This Installment Purchase Agreement shall be construed
and governed and construed in accordance with the laws of the State.
Section 8.10. Execution in Counterparts. This Installment Purchase Agreement may be
executed in several counterparts, each of which shall be deemed an original, and all of which shall
constitute but one and the same instrument.
[Remainder of page intentionally left blank.]
298908908.3 13
IN WITNESS WHEREOF, the parties hereto have executed this Installment Purchase
Agreement by their officers thereunto duly authorized as of the day and year first written above.
ORANGE COUNTY SANITATION DISTRICT
By:
Board Chairperson
(S E A L)
Attest:
By:
Clerk of the Board of Directors
ORANGE COUNTY SANITATION
DISTRICT FINANCING CORPORATION
By:
Treasurer
298908908.3 A-1
EXHIBIT A
DESCRIPTION OF PROJECT
The Project consists of the acquisition, construction and installation of certain
improvements to the Wastewater System, including the acquisition, construction and installation
of improvements to the District’s collection system, two wastewater treatment plants, and Ocean
Outfall systems, including the following Project components:
[___________[
A portion of the Project in the amount of $__________ shall be sold and purchased as
described in Article II of this Installment Purchase Agreement.
DRAFT OF
08/28/25
298889698.4 1001349326
TRUST AGREEMENT
by and among
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee,
ORANGE COUNTY SANITATION DISTRICT
FINANCING CORPORATION
and
ORANGE COUNTY SANITATION DISTRICT
Dated as of [November 1], 2025
Relating to
$__________
Orange County Sanitation District
Wastewater Refunding Revenue Obligations
Series 2025A
TABLE OF CONTENTS
Page
298889698.4 i
ARTICLE I
DEFINITIONS; EQUAL SECURITY
Section 1.01. Definitions................................................................................................................ 2
Section 1.02. Definitions in Installment Purchase Agreement ...................................................... 9
Section 1.03. Equal Security .......................................................................................................... 9
ARTICLE II
TERMS AND CONDITIONS OF REVENUE OBLIGATIONS
Section 2.01. Preparation and Delivery of Revenue Obligations .................................................. 9
Section 2.02. Denomination, Medium and Dating of Revenue Obligations ................................. 9
Section 2.03. Payment Dates of Revenue Obligations; Interest Computation ............................ 10
Section 2.04. Form of Revenue Obligations ................................................................................ 11
Section 2.05. Execution of Revenue Obligations and Replacement Revenue Obligations ......... 11
Section 2.06. Transfer and Payment, Exchange or Cancellation of Revenue Obligations .......... 11
Section 2.07. Revenue Obligation Registration Books ................................................................ 11
Section 2.08. Temporary Revenue Obligations ........................................................................... 12
Section 2.09. Revenue Obligations Mutilated, Lost, Destroyed or Stolen .................................. 12
Section 2.10. Book-Entry System ................................................................................................ 12
ARTICLE III
PROCEEDS OF REVENUE OBLIGATIONS
Section 3.01. Delivery of Revenue Obligations........................................................................... 15
Section 3.02. Deposit of Proceeds of Revenue Obligations ........................................................ 15
Section 3.03. Costs of Issuance Fund .......................................................................................... 15
ARTICLE IV
PREPAYMENT OF REVENUE OBLIGATIONS
Section 4.01. Optional Prepayment ............................................................................................. 16
Section 4.02. Reserved ................................................................................................................. 16
Section 4.03. Selection of Revenue Obligations for Optional Prepayment ................................. 16
Section 4.04. Notice of Prepayment ............................................................................................ 16
Section 4.05. Partial Prepayment of Revenue Obligations .......................................................... 17
Section 4.06. Effect of Prepayment ............................................................................................. 17
ARTICLE V
ASSIGNMENT AND PLEDGE; FUNDS AND ACCOUNTS
Section 5.01. Assignment and Pledge .......................................................................................... 18
TABLE OF CONTENTS
(continued)
Page
298889698.4 ii
Section 5.02. Installment Payment Fund ..................................................................................... 18
Section 5.03. Reserved ................................................................................................................. 19
Section 5.04. Investment of Moneys............................................................................................ 19
Section 5.05. Brokerage Confirmations ....................................................................................... 20
ARTICLE VI
COVENANTS
Section 6.01. Compliance with Trust Agreement ........................................................................ 20
Section 6.02. Compliance with Installment Purchase Agreement ............................................... 20
Section 6.03. Compliance with Master Agreement ..................................................................... 20
Section 6.04. Observance of Laws and Regulations .................................................................... 20
Section 6.05. Other Liens............................................................................................................. 21
Section 6.06. Prosecution and Defense of Suits .......................................................................... 21
Section 6.07. Accounting Records and Statements ..................................................................... 21
Section 6.08. Tax Covenants ....................................................................................................... 21
Section 6.09. Continuing Disclosure ........................................................................................... 24
Section 6.10. Further Assurances ................................................................................................. 24
ARTICLE VII
DEFAULT AND LIMITATIONS OF LIABILITY
Section 7.01. Action upon Event of Default ................................................................................ 25
Section 7.02. Other Remedies of the Trustee .............................................................................. 25
Section 7.03. Non-Waiver ............................................................................................................ 25
Section 7.04. Remedies Not Exclusive ........................................................................................ 26
Section 7.05. Application of Amounts After Default .................................................................. 26
Section 7.06. Trustee May Enforce Claims Without Possession of Revenue Obligations .......... 27
Section 7.07. Limitation on Suits ................................................................................................. 27
Section 7.08. No Liability by the Corporation to the Owners ..................................................... 27
Section 7.09. No Liability by the District to the Owners............................................................. 27
Section 7.10. No Liability of the Trustee to the Owners ............................................................. 28
ARTICLE VIII
THE TRUSTEE
Section 8.01. Employment of the Trustee; Duties ....................................................................... 28
Section 8.02. Removal and Resignation of the Trustee ............................................................... 28
Section 8.03. Compensation and Indemnification of the Trustee ................................................ 29
Section 8.04. Protection of the Trustee ........................................................................................ 30
TABLE OF CONTENTS
(continued)
Page
298889698.4 iii
ARTICLE IX
AMENDMENT OF OR SUPPLEMENT TO TRUST AGREEMENT
Section 9.01. Amendment or Supplement ................................................................................... 32
Section 9.02. Disqualified Revenue Obligations ......................................................................... 33
Section 9.03. Endorsement or Replacement of Revenue Obligations After Amendment or
Supplement .................................................................................................... 33
Section 9.04. Amendment by Mutual Consent ............................................................................ 33
ARTICLE X
DEFEASANCE
Section 10.01. Discharge of Revenue Obligations and Trust Agreement ................................... 33
Section 10.02. Unclaimed Moneys .............................................................................................. 35
ARTICLE XI
MISCELLANEOUS
Section 11.01. Benefits of Trust Agreement ................................................................................ 35
Section 11.02. Successor Deemed Included in all References to Predecessor ............................ 35
Section 11.03. Execution of Documents by Owners ................................................................... 36
Section 11.04. Waiver of Personal Liability ................................................................................ 36
Section 11.05. Acquisition of Revenue Obligations by District .................................................. 36
Section 11.06. Content of Certificates ......................................................................................... 36
Section 11.07. Funds and Accounts ............................................................................................. 37
Section 11.08. Article and Section Headings, Gender and References ....................................... 37
Section 11.09. Partial Invalidity................................................................................................... 37
Section 11.10. California Law ..................................................................................................... 37
Section 11.11. Notices ................................................................................................................. 38
Section 11.12. Effective Date ...................................................................................................... 38
Section 11.13. Execution in Counterparts .................................................................................... 38
EXHIBIT A – FORM OF REVENUE OBLIGATION A-1
298889698.4
TRUST AGREEMENT
THIS TRUST AGREEMENT (this “Trust Agreement”), dated as of [November 1], 2025,
is made by and among U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a
national banking association organized and existing under the laws of the United States of
America, as trustee (the “Trustee”), the ORANGE COUNTY SANITATION DISTRICT
FINANCING CORPORATION, a nonprofit public benefit corporation organized and existing
under the laws of the State of California (the “Corporation”), and the ORANGE COUNTY
SANITATION DISTRICT, a county sanitation district organized and existing under the laws of
the State of California (the “District”).
WITNESSETH:
WHEREAS, to refinance the acquisition, construction and installation of certain
improvements to its wastewater system (the “2016A Prior Project”), the District has heretofore
purchased the 2016A Prior Project from the Corporation, and the Corporation has heretofore sold
the 2016A Prior Project to the District, for the installment payments (the “2016A Installment
Payments”) made by the District pursuant to the Installment Purchase Agreement, dated as of
March 1, 2016 (the “2016A Installment Purchase Agreement”), by and between the District and
the Corporation;
WHEREAS, to provide the funds necessary to refinance the 2016A Prior Project, the
District caused the execution and delivery of the Orange County Sanitation District Wastewater
Refunding Revenue Obligations, Series 2016A (the “2016A Obligations”), evidencing direct,
undivided fractional interests in the 2016A Installment Payments;
WHEREAS, the District has determined to further refinance the 2016A Prior Project by
prepaying [all/a portion of] the remaining principal components of the 2016A Installment
Payments (the “Refunded 2016A Installment Payments”), and the interest components thereof to
the date of prepayment, thereby causing to be prepaid [all/a portion] of the outstanding 2016A
Obligations in the aggregate principal amount of $[_________] (the “2016A Refunded
Obligations”);
WHEREAS, to provide the funds necessary to prepay the Refunded 2016A Installment
Payments, the District and the Corporation desire that the Corporation purchase the Project (as
defined herein) from the District and the District sell the Project to the Corporation, and that the
District then purchase the Project from the Corporation and the Corporation sell the Project to the
District, for the installment payments (the “Installment Payments”) to be made by the District
pursuant to the Installment Purchase Agreement, dated 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 delivery of this
Trust Agreement, the Trustee has agreed to execute and deliver Orange County Sanitation District
Wastewater Refunding Revenue Obligations, Series 2025A (the “Revenue Obligations”), which
298889698.4 2
are certificates of participation, evidencing direct, undivided fractional interests in the Installment
Purchase Agreement and the related Installment Payments, and the interest thereon;
WHEREAS, a portion of the proceeds of the Revenue Obligations will be used to prepay
the Refunded 2016A Installment Payments; and
WHEREAS, all acts, conditions and things required by law to exist, to have happened and
to have been performed precedent to and in connection with the execution and delivery of this
Trust Agreement do exist, have happened and have been performed in regular and due time, form
and manner as required by law, and the parties hereto are now duly authorized to execute and
deliver this Trust Agreement;
NOW, THEREFORE, in consideration of the promises and of the mutual agreements and
covenants contained herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto do hereby agree as follows:
ARTICLE I
DEFINITIONS; EQUAL SECURITY
Section 1.01. Definitions. Except as provided in Section 1.02 hereof or unless the context
otherwise requires, the terms defined in this Section shall for all purposes hereof and of any
amendment hereof or supplement hereto and of the Revenue Obligations 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:
“2016A Escrow Agent” means U.S. Bank Trust Company, National Association and its
successor or assign.
“2016A Escrow Agreement” means the Escrow Agreement, dated as of [November] 1,
2025, between the 2016A Escrow Agent and the District, related to the 2016A Refunded
Obligations.
“2016A Escrow Fund” means the escrow fund established under the 2016A Escrow
Agreement and held by the 2016A Escrow Agent.
“2016A Obligations” has the meaning ascribed thereto in the recitals hereto.
“2016A Refunded Obligations” has the meaning ascribed thereto in the recitals hereto.
“2016A Trust Agreement” means the Trust Agreement, dated as of March 1, 2016, by
and among the U.S. Bank Trust Company, National Association, as successor trustee, the
Corporation and the District, as amended and supplemented, pursuant to which the 2016A
Obligations were executed and delivered.
“2016A Trustee” means U.S. Bank Trust Company, National Association, as successor
trustee under the 2016A Trust Agreement.
298889698.4 3
“Authorized Corporation Representative” means the President, the Vice President, the
Treasurer and the Secretary of the Corporation, and any other Person authorized by the President
of the Corporation to act on behalf of the Corporation under or with respect to this Trust
Agreement.
“Authorized Denominations” means $5,000 and integral multiples thereof.
“Authorized District Representative” means the General Manager of the District, the
Assistant General Manager of the District, the Director of Finance of the District, and any other
Person authorized by the General Manager of the District, the Assistant General Manager of the
District or the Director of Finance of the District to act on behalf of the District under or with
respect to this Trust Agreement.
“Beneficial Owners” means those individuals, partnerships, corporations or other entities
for which the Participants have caused the Depository to hold Book-Entry Certificates.
“Book-Entry Certificates” means the Revenue Obligations registered in the name of the
nominee of DTC, or any successor securities depository for the Revenue Obligations, as the Owner
thereof pursuant to the terms and provisions of Section 2.10 hereof.
“Business Day” means a day other than (a) Saturday or Sunday, (b) a day on which
banking institutions in the city in which the Principal Office is located are authorized or required
by law to be closed, and (c) a day on which the New York Stock Exchange is authorized or
obligated by law or executive order to be closed.
“Cede & Co.” means Cede & Co., the nominee of DTC, and any successor nominee of
DTC with respect to the Revenue Obligations.
“Certificate Year” means each twelve-month period beginning on February 2 in each year
and extending to the next succeeding February 1, both dates inclusive.
“Closing Date” means [November __], 2025.
“Code” means the Internal Revenue Code of 1986.
“Continuing Disclosure Agreement” means the Continuing Disclosure Agreement, dated
as of the Closing Date, by and between the District and Digital Assurance Certification L.L.C., as
originally executed and as it may from time to time be amended in accordance with the terms
thereof.
“Corporation” means the Orange County Sanitation District Financing Corporation, a
nonprofit public benefit corporation organized and existing under the laws of the State, and any
successor thereto.
“Costs of Issuance” means all the costs of executing and delivering the Revenue
Obligations, including, but not limited to, all printing and document preparation expenses in
connection with this Trust Agreement, the Installment Purchase Agreement, the Revenue
Obligations and any preliminary official statement and final official statement pertaining to the
298889698.4 4
Revenue Obligations, fees of a municipal advisor, rating agency fees, market study fees, legal fees
and expenses of counsel with respect to the execution and delivery of the Revenue Obligations,
the initial fees and expenses of the Trustee and its counsel and other fees and expenses incurred in
connection with the execution and delivery of the Revenue Obligations, to the extent such fees and
expenses are approved by the District.
“Costs of Issuance Fund” means the fund by that name established in accordance with
Section 3.03 hereof.
“Depository” means the securities depository acting as Depository pursuant to
Section 2.10 hereof.
“District” means the Orange County Sanitation District, a county sanitation district
organized and existing under the laws of the State, and any successor thereto.
“DTC” means The Depository Trust Company, New York, New York and its successors.
“Event of Default” shall have the meaning set forth in Section 6.01 of the Installment
Purchase Agreement.
“Fitch” means Fitch Ratings, 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 “Fitch”
shall be deemed to refer to any other nationally recognized securities rating agency selected by the
District.
“Government Obligations” means any of the following which are noncallable by the
issuer thereof except to the extent not permitted by the laws of the State as an investment for the
moneys to be invested therein at the time of investment:
(i) (a) direct general obligations of the United States of America,
(b) obligations the payment of the principal of and interest on which are unconditionally
guaranteed as to the full and timely payment by the United States of America, or (c) any
fund or other pooling arrangement whose assets consist exclusively of the obligations listed
in clause (a) or (b) of this clause (i) and which is rated at least “P-1” by Moody’s; provided
that, such obligations shall not include unit investment trusts or mutual fund obligations;
(ii) advance refunded tax-exempt obligations that (a) are rated by Moody’s and
S&P, (b) are secured by obligations specified in clause (i), (c) are tax-exempt because they
are secured by obligations specified in clause (i), and (d) have the same ratings as the
obligations specified in clause (i);
(iii) bonds, debentures or notes issued by any of the following federal agencies:
Federal Farm Credit Bank, Federal Home Loan Mortgage Corporation or Fannie Mae;
provided, that such bonds, debentures or notes shall be the senior obligations of such
agencies (including participation certificates) and have the same ratings by Moody’s and
S&P as the obligations specified in clause (i); and
298889698.4 5
(iv) bonds, debentures or notes issued by any Federal agency hereafter created
by an act of Congress, the payment of the principal of and interest on which are
unconditionally guaranteed by the United States of America as to the full and timely
payment; provided, that, such obligations shall not include unit investment trusts or mutual
fund obligations.
“Installment Payment Fund” means the fund by that name established in accordance with
Section 5.02 hereof.
“Installment Payments” means the Installment Payments required to be made by the
District pursuant to Section 3.02 of the Installment Purchase Agreement.
“Installment Purchase Agreement” means the Installment Purchase Agreement, dated as
of the date hereof, by and between the District and the Corporation, as originally executed and as
it may from time to time be amended in accordance with the provisions thereof.
“Interest Account” means the account by that name within the Installment Payment Fund
established in accordance with Section 5.02 hereof.
“Interest Payment Date” means February 1 and August 1 of each year, commencing
February 1, 2026.
“Letter of Representations” means the letter of the District delivered to and accepted by
the Depository on or prior to the delivery of the Revenue Obligations 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 may be supplemented or revised or replaced by a letter
to a substitute Depository.
“Master Agreement” means the Master Agreement for District Obligations, dated as of
August 1, 2000, by and between the District and the Corporation, as originally executed and as it
may from time to time be amended or supplemented in accordance with the terms thereof.
“Moody’s” means Moody’s Investors Service, its successors and assigns, except that if
such corporation shall no longer perform the function of a securities rating agency for any reason,
the term “Moody’s” shall be deemed to refer to any other nationally recognized securities rating
agency selected by the District.
“Nominee” means the nominee of the Depository, which may be the Depository, as
determined from time to time pursuant to Section 2.10 hereof.
“Opinion of Counsel” means a written opinion of Norton Rose Fulbright US LLP or any
other counsel of recognized national standing in the field of law relating to municipal bonds,
appointed and paid by the District.
“Outstanding,” when used as of any particular time with reference to Revenue
Obligations, means (subject to the provisions of Section 9.02 hereof) all Revenue Obligations
except (a) Revenue Obligations previously canceled by the Trustee or delivered to the Trustee for
cancellation, (b) Revenue Obligations paid or deemed to have been paid within the meaning of
298889698.4 6
Section 10.01 hereof, and (c) Revenue Obligations in lieu of or in substitution for which other
Revenue Obligations 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 Revenue
Obligation 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.
“Participating Underwriter” has the meaning ascribed thereto in the Continuing
Disclosure Agreement.
“Permitted Investments” means any of the following, except to the extent not permitted
by the laws of the State as an investment for the moneys to be invested therein at the time of
investment:
(1) Government Obligations;
(2) Bonds, debentures, notes, participation certificates or other evidences of
indebtedness issued, or the principal of and interest on which are unconditionally
guaranteed, by the Federal Intermediate Credit Bank, the Federal Home Loan Bank
System, the Government National Mortgage Association or any other agency or
instrumentality of or corporation wholly owned by the United States of America when such
obligations are backed by the full faith and credit of the United States for the full and timely
payment of principal and interest;
(3) Obligations of any state of the United States or any political subdivision
thereof, which at the time of investment are rated “Aa3” or higher by Moody’s or “AA-”
or higher by S&P or Fitch; or which are rated “VMIG 1” or better by Moody’s, “A-1” or
better by S&P, or “F1” or better by Fitch with respect to commercial paper, or “VMIG 1,”
“SP-1” or “F1,” respectively, with respect to municipal notes;
(4) Unsecured certificates of deposit, time deposits and bankers’ acceptance
(having maturities of not more than 365 days) of any bank the short-term obligations of
which are rated on the date of purchase “A-1+” or better by S&P, “F1” or better by Fitch
and “P-1” by Moody’s and/or certificates of deposit (including those of the Trustee, its
parent and its affiliates) secured at all times by collateral that may be used by a national
bank for purposes of satisfying its obligations to collateralize pursuant to federal law which
are issued by commercial banks, savings and loan associations or mutual savings bank
whose short-term obligations are rated on the date of purchase “A-1” or better by S&P,
“F1” or better by Fitch or “P-1” by Moody’s and investment in any interest bearing
deposits/interest bearing money market deposit account, tune deposit account, including
such accounts with the Trustee;
(5) Repurchase agreements with any bank, trust company or national banking
association insured by the Federal Deposit Insurance Corporation (including the Trustee),
298889698.4 7
with subsidiaries (of a parent company), provided the obligations of the subsidiary under
the agreement are unconditionally guaranteed by the parent, or with any government bond
dealer recognized as a primary dealer by the Federal Reserve Bank of New York, which
agreements are fully and continuously secured by a valid and perfected first priority
security interest in obligations described in paragraph (1) or (2) of this definition, provided
that either such bank, trust company or national banking association which (or senior debt
or claims paying ability of the financial entity’s guarantor) is rated, at the time of
investment, at least “A1” or “A+” by any two Rating Agencies;
(6) Repurchase agreements with maturities of not more than one year entered
into with financial institutions such as banks or trust companies organized under state law
or national banks or banking associations (including the Trustee), insurance companies or
government bond dealers reporting to, trading with, and recognized as a primary dealer by,
the Federal Reserve Bank of New York and a member of the Securities Investor Protection
Corporation or with a dealer or parent holding company that is rated, at the time of
investment, or whose long-term debt obligations (or senior debt or claims paying ability of
the financial entity’s guarantor) are rated, at the time of investment, at least “A1” or “A+”
by any two Rating Agencies; provided, that such repurchase agreements are in writing,
secured by obligations described in paragraphs (1) and (2) of this definition having a fair
market value, exclusive of accrued interest, at least equal to the amount invested in the
repurchase agreements and in which the Trustee has a perfected first lien in, and retains
possession of, such obligations free from all third party claims;
(7) Investment agreements, forward purchase agreements and reserve fund put
agreements with any corporation, including banking or financial institutions, or agreements
entered into with subsidiaries (of a parent company), provided the obligations of the
subsidiary under the agreement are unconditionally guaranteed by the parent, the corporate
debt of which (or senior debt or claims paying ability of the financial entity’s guarantor) is
rated, at the time of investment, at least “A1” or “A+” by any two Rating Agencies;
(8) Guaranteed investment contracts or similar funding agreements issued by
insurance companies, provided that either the long term corporate debt of such insurance
company, at the time of investment, is rated, at the time of investment, at least “A1” or
“A+” by any two Rating Agencies or which agreements are fully and continuously secured
by a valid and perfected first priority security interest in obligations described in
paragraph (1) or (2) of this definition, or that the following conditions are met: (a) the
market value of the collateral is maintained at levels acceptable to Moody’s and S&P or
Fitch, (b) the Trustee or a third party acting solely as agent for the Trustee has possession
of the collateral, (c) the Trustee has a perfected first priority security interest in the
collateral, (d) the collateral is free and clear of third-party liens, and (e) failure to maintain
the requisite collateral level will require the Trustee to liquidate collateral;
(9) Corporate commercial paper which are rated at least “P-1,” “A-1” or “F1”
by any two Rating Agencies at the time of investment;
(10) Taxable government money market portfolios which are rated at least
“AAm” or “AAm-G” or “Aaa-mf” or “AAmmf” by any two Rating Agencies (including
298889698.4 8
funds for which the Trustee or an affiliate provides investment advice or similar services);
and
(11) Deposits with the Local Agency Investment Fund of the State, as may
otherwise be permitted by law.
“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.
“Prepayment Account” means the account by that name within the Installment Payment
Fund established in accordance with Section 5.02 hereof.
“Principal Account” means the account by that name within the Installment Payment
Fund established in accordance with Section 5.02 hereof.
“Principal Office” means the Trustee’s principal corporate trust office in Los Angeles,
California.
“Principal Payment Date” means a date on which an Installment Payment evidenced by
the Revenue Obligations becomes due and payable.
“Project” has the meaning ascribed thereto in the Installment Purchase Agreement.
“Rating Agency” means Fitch, Moody’s or S&P.
“Record Date” means, with respect to the interest payable on any Interest Payment Date,
the 15th day of the calendar month immediately preceding such Interest Payment Date, whether
or not such day is a Business Day.
“Revenue Obligations” means the Orange County Sanitation District Wastewater
Refunding Revenue Obligations, Series 2025A, executed and delivered by the Trustee pursuant
hereto, which are certificates of participation, evidencing direct, undivided fractional interests in
the Installment Purchase Agreement and the related Installment Payments, and the interest thereon.
“S&P” means S&P Global Ratings, an S&P Global Inc. business, its successors and
assigns, except that if such entity shall no longer perform the functions of a securities rating agency
for any reason, the term “S&P” shall be deemed to refer to any other nationally recognized
securities rating agency selected by the District.
“State” means the State of California.
“Trust Agreement” means this Trust Agreement, dated as of [November 1], 2025, by and
among the Trustee, the Corporation and the District, as originally executed and delivered and as it
may from time to time be amended or supplemented in accordance with the provisions hereof.
“Trustee” means U.S. Bank Trust Company, National Association, a national banking
association duly organized and existing under the laws of the United States of America, or any
298889698.4 9
other bank or trust company which may at any time be substituted in its place as provided in
Section 8.02 hereof.
“Written Certificate” and “Written Request” mean (a) with respect to the Corporation,
a written certificate or written request, respectively, signed in the name of the Corporation by an
Authorized Corporation Representative, and (b) with respect to the District, a written certificate or
written request, respectively, signed in the name of the District by an Authorized District
Representative. Any such certificate or request may, but need not, be combined in a single
instrument with any other instrument, opinion or representation, and the two or more so combined
shall be read and construed as a single instrument.
Section 1.02. Definitions in Installment Purchase Agreement. Except as otherwise
herein defined and unless the context otherwise requires, the terms defined in the Installment
Purchase Agreement shall for all purposes hereof and of any amendment hereof or supplement
hereto and of any report or other document mentioned herein have the meanings defined therein,
such definitions to be equally applicable to both the singular and plural forms of any of the terms
defined therein. With respect to any defined term which is given a different meaning under this
Trust Agreement than under the Installment Purchase Agreement, as used herein it shall have the
meaning given herein.
Section 1.03. Equal Security. In consideration of the acceptance of the Revenue
Obligations by the Owners, this Trust Agreement shall be deemed to be and shall constitute a
contract between the Trustee and the Owners to secure the full and final payment of the interest
and principal evidenced by the Revenue Obligations 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 Revenue Obligations over any other Revenue Obligations 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.
ARTICLE II
TERMS AND CONDITIONS OF REVENUE OBLIGATIONS
Section 2.01. Preparation and Delivery of Revenue Obligations. The Trustee is hereby
authorized, upon the Written Request of the District, to execute and deliver the Revenue
Obligations 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
Revenue Obligation shall constitute the principal evidenced thereby and the interest on such
Installment Payments shall constitute the interest evidenced thereby. The Revenue Obligations
shall be numbered, with or without prefixes, as directed by the Trustee.
Section 2.02. Denomination, Medium and Dating of Revenue Obligations. The
Revenue Obligations shall be designated “Orange County Sanitation District Wastewater
298889698.4 10
Refunding Revenue Obligations, Series 2025A” and shall be prepared in the form of fully
registered Revenue Obligations, without coupons, in Authorized Denominations and shall be
payable in lawful money of the United States of America.
The Revenue Obligations shall be dated as of the Closing Date. Each Revenue Obligation
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 such Revenue Obligation shall
evidence interest from such Interest Payment Date, or unless such date of execution shall be on or
prior to January 15, 2026, in which case such Revenue Obligation shall represent interest from the
Closing Date. Notwithstanding, the foregoing, if, as shown by the records of the Trustee, interest
evidenced by the Revenue Obligations shall be in default, each Revenue Obligation shall evidence
interest from the last Interest Payment Date to which such interest has been paid in full or duly
provided for.
Section 2.03. Payment Dates of Revenue Obligations; Interest Computation.
(a) Method and Place of Payment. The principal evidenced by the Revenue Obligations shall
become due and payable, subject to prior prepayment, on February 1 of the years, in the amounts,
and shall evidence interest accruing at the rates per annum set forth below:
Principal
Payment
Date
(February 1)
Principal
Component
Interest
Rate
Except as otherwise provided in the Letter of Representations, payments of interest
evidenced by the Revenue Obligations 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 each such Owner. Except as otherwise provided in the
Letter of Representations, payment of principal and prepayment premium, if any, evidenced by
the Revenue Obligations, on their stated Principal Payment Dates or on prepayment in whole or in
part prior thereto, shall be made only upon presentation and surrender of the Revenue Obligations
at the Principal Office.
298889698.4 11
(b) Computation of Interest. The interest evidenced by the Revenue Obligations 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
Revenue Obligations shall be payable on their respective Principal Payment Dates in each year
and shall represent the Installment Payments coming due on the Principal Payment Dates in each
year. Interest evidenced by the Revenue Obligations shall be computed on the basis of a 360-day
year consisting of twelve 30-day months.
Section 2.04. Form of Revenue Obligations. The Revenue Obligations shall be in
substantially the form of Exhibit A hereto, with necessary or appropriate insertions, omissions and
variations as permitted or required hereby.
Section 2.05. Execution of Revenue Obligations and Replacement Revenue
Obligations. The Revenue Obligations shall be executed by the Trustee by the manual signature
of an authorized signatory of the Trustee. The Trustee shall deliver replacement Revenue
Obligations in the manner and as contemplated by this Article. Such replacement Revenue
Obligations shall be executed as herein provided and shall be in Authorized Denominations.
Section 2.06. Transfer and Payment, Exchange or Cancellation of Revenue
Obligations. Each Revenue Obligation is transferable by the Owner thereof, in person or by his
attorney duly authorized in writing, at the Principal Office, on the registration books maintained
by the Trustee pursuant to the provisions of Section 2.07 hereof, upon surrender of such Revenue
Obligation for cancellation accompanied by delivery of a duly executed written instrument of
transfer in a form acceptable to the Trustee. The Trustee may treat the Owner of any Revenue
Obligation as the absolute owner of such Revenue Obligation for all purposes, whether or not the
principal or interest evidenced by such Revenue Obligation 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 Revenue Obligation shall be made only to such Owner, which
payments shall be valid and effectual to satisfy and discharge the liability evidenced by such
Revenue Obligation to the extent of the sum or sums so paid. Whenever any Revenue Obligation
shall be surrendered for transfer, the Trustee shall execute and deliver a new Revenue Obligation
or Revenue Obligations 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 Revenue Obligation may be exchanged at the Principal Office for Revenue
Obligations 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. Whenever in this Trust
Agreement provision is made for the cancellation by the Trustee of any Bonds, the Trustee shall
destroy such Bonds and deliver a certificate of such destruction to the District.
Section 2.07. Revenue Obligation Registration Books. The Trustee shall keep at its
Principal Office sufficient books for the registration and transfer of the Revenue Obligations,
which books shall be available for inspection and copying by the District at reasonable hours and
under reasonable conditions; and upon presentation for such purpose the Trustee shall, under such
298889698.4 12
reasonable regulations as it may prescribe, register or transfer the Revenue Obligations on such
books as hereinabove provided.
Section 2.08. Temporary Revenue Obligations. The Revenue Obligations may be
initially delivered in temporary form exchangeable for definitive Revenue Obligations when ready
for delivery, which temporary Revenue Obligations 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 Revenue Obligation shall be executed and delivered by the Trustee upon the same
conditions and terms and in substantially the same manner as definitive Revenue Obligations. If
the Trustee executes and delivers temporary Revenue Obligations, it shall prepare and execute
definitive Revenue Obligations without delay, and thereupon the temporary Revenue Obligations
may be surrendered at the Principal Office in exchange for such definitive Revenue Obligations,
and until so exchanged such temporary Revenue Obligations shall be entitled to the same benefits
hereunder as definitive Revenue Obligations executed and delivered hereunder.
Section 2.09. Revenue Obligations Mutilated, Lost, Destroyed or Stolen. If any
Revenue Obligation shall become mutilated, the Trustee, at the expense of the Owner thereof, shall
execute and deliver a new Revenue Obligation evidencing a like principal amount and having the
same stated Principal Payment Date and number in exchange and substitution for the Revenue
Obligation so mutilated, but only upon surrender to the Trustee of the Revenue Obligation so
mutilated. Every mutilated Revenue Obligation so surrendered to the Trustee shall be canceled by
it. If any Revenue Obligation 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 Revenue Obligation 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 Revenue Obligation so lost, destroyed or stolen. The Trustee
may require payment of a sum not exceeding the actual cost of preparing each new Revenue
Obligation executed and delivered by it under this Section and of the expenses which may be
incurred by it under this Section. Any Revenue Obligation executed and delivered under the
provisions of this Section in lieu of any Revenue Obligation alleged to be lost, destroyed or stolen
shall be equally and proportionately entitled to the benefits hereof with all other Revenue
Obligations executed and delivered hereunder, and the Trustee shall not be required to treat both
the original Revenue Obligation and any replacement Revenue Obligation as being Outstanding
for the purpose of determining the amount of Revenue Obligations which may be executed and
delivered hereunder or for the purpose of determining any percentage of Revenue Obligations
Outstanding hereunder, but both the original and replacement Revenue Obligation shall be treated
as one and the same. Notwithstanding any other provision of this Section, in lieu of executing and
delivering a new Revenue Obligation for a Revenue Obligation which has been lost, destroyed or
stolen and which evidences principal that is then payable, the Trustee may make payment of such
Revenue Obligation to the Owner thereof if so instructed by the District.
Section 2.10. Book-Entry System. (a) The Revenue Obligations shall be initially
executed and delivered as Book-Entry Certificates, and the Revenue Obligations for each stated
Principal Payment Date shall be in the form of a separate single fully registered Revenue
Obligation (which may be typewritten). Upon initial execution and delivery, the ownership of
298889698.4 13
each Revenue Obligation 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,
(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 Revenue Obligations 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 Revenue Obligation, for
the purpose of selecting any Revenue Obligations, or portions thereof, to be prepaid, for the
purpose of giving notices of prepayment and other matters with respect to such Revenue
Obligation, for the purpose of registering transfers with respect to such Revenue Obligation, for
the purpose of obtaining any consent or other action to be taken by Owners and for all other
purposes whatsoever, and the District, the Corporation and the Trustee shall not be affected by any
notice to the contrary.
(d) Reserved.
(e) The Trustee shall pay all principal, premium, if any, and interest evidenced by the
Revenue Obligations to the respective Owner, as shown in the registration books maintained by
the Trustee, or his respective attorney duly authorized in writing, and all such payments shall be
valid and effective to fully satisfy and discharge the obligations with respect to payment of
principal, premium, if any, and interest evidenced by the Revenue Obligations 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 Revenue Obligation evidencing principal, premium, if
any, and interest evidenced by the Revenue Obligations. 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
298889698.4 14
herein with respect to Record Dates, the word Nominee in this Trust Agreement shall refer to such
nominee of the Depository.
(f) 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, 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) If the District determines that it is in the best interests of the Beneficial Owners that
they be able to obtain certificated Revenue Obligations and that such Revenue Obligations 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
Revenue Obligations. In such event, the Trustee shall transfer and exchange certificated Revenue
Obligations 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 Revenue
Obligation 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
Revenue Obligations 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 Revenue Obligations 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 Revenue Obligations, 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 Revenue Obligation and all notices with respect to such Revenue Obligation
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
298889698.4 15
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 Revenue Obligations.
ARTICLE III
PROCEEDS OF REVENUE OBLIGATIONS
Section 3.01. Delivery of Revenue Obligations. The Trustee is hereby authorized to
execute the Revenue Obligations and deliver the Revenue Obligations to the original purchaser
thereof upon receipt of a Written Request of the District and upon receipt of the net proceeds of
sale thereof.
Section 3.02. Deposit of Proceeds of Revenue Obligations. The net proceeds received
by the Trustee from the sale of the Revenue Obligations in the amount of $__________ (which
amount includes the security deposit for the Revenue Obligations in the amount of $__________
on deposit with the Trustee)[, together with $____ released from the 2016A Trust Agreement and
transferred to the Trustee,] shall be deposited or transferred by the Trustee as follows:
(a) the Trustee shall deposit in the Costs of Issuance Fund the amount of $__________;
(b) the Trustee shall transfer to the 2016A Escrow Agent for deposit in the 2016A
Escrow Fund established under the 2016A Escrow Agreement the amount of $__________ from
the proceeds of the Revenue Obligations, to be applied[, together with $______ monies released
from the 2016A Trust Agreement,] to the [payment and] prepayment of the remaining installment
payments related to the 2016A Refunded Obligations as provided in the 2016A Escrow
Agreement.
The Trustee may establish a temporary fund or funds to facilitate the foregoing transfers.
Section 3.03. Costs of Issuance Fund. The Trustee shall establish and maintain a separate
special fund to be held by the Trustee known as the Costs of Issuance Fund. There shall be
deposited in the Costs of Issuance Fund on the Closing Date the amount required to be deposited
therein pursuant to Section 3.02 hereof. The Trustee shall disburse moneys from the Costs of
Issuance Fund on such dates and in such amounts as are necessary to pay Costs of Issuance, in
each case upon the Written Request of the District stating the Person to whom payment is to be
made, the amount to be paid, the purpose for which the obligation was incurred and that such
payment is a proper charge against the Costs of Issuance Fund. On the date that is six months after
the Closing Date, the Trustee shall transfer any amounts then remaining in the Costs of Issuance
Fund to the Installment Payment Fund. Upon such transfer, the Costs of Issuance Fund shall be
closed.
298889698.4 16
ARTICLE IV
PREPAYMENT OF REVENUE OBLIGATIONS
Section 4.01. Optional Prepayment. The Revenue Obligations maturing on or after
February 1, 20___ are subject to optional prepayment prior to their stated Principal Payment Dates,
on any date on or after February 1, 20___, in whole or in part, in Authorized Denominations, from
and to the extent of prepaid Installment Payments paid pursuant to the Installment Purchase
Agreement or from any other source of available funds, any such prepayment to be at a price equal
to the principal evidenced by the Revenue Obligations to be prepaid, plus accrued interest
evidenced thereby to the date fixed for prepayment, without premium.
Section 4.02. Reserved
Section 4.03. Selection of Revenue Obligations for Optional Prepayment. Whenever
less than all the Outstanding Revenue Obligations are to be prepaid on any one date pursuant to
Section 4.01 hereof, with respect to optional prepayment of Revenue Obligations, the Trustee shall
select the Revenue Obligations to be prepaid among Revenue Obligations with different Principal
Payment Dates as directed in a Written Request of the District. Whenever less than all the
Outstanding Revenue Obligations with the same stated Principal Payment Date are to be prepaid
on any one date pursuant to Section 4.01 hereof, the Trustee shall select the Revenue Obligations
with such Principal Payment Date to be prepaid as directed in a Written Request of the District, or
at the discretion of the District by lot in any manner that the Trustee deems fair and appropriate,
which decision shall be final and binding upon the District and the Owners. The Trustee shall
promptly notify the District in writing of the numbers of the Revenue Obligations so selected for
prepayment on such date. For purposes of such selection, any Revenue Obligation may be prepaid
in part in Authorized Denominations.
Section 4.04. Notice of Prepayment When prepayment of Revenue Obligations is
authorized pursuant to Section 4.01, the Trustee shall give notice, at the expense of the District, of
the prepayment of the Revenue Obligations. The notice of prepayment shall specify (a) the
Revenue Obligations or designated portions thereof (in the case of prepayment of the Revenue
Obligations in part but not in whole) which are to be prepaid, (b) the date of prepayment, (c) the
place or places where the prepayment will be made, including the name and address of any paying
agent, (d) the prepayment price, (e) the CUSIP numbers assigned to the Revenue Obligations to
be prepaid, (f) the numbers of the Revenue Obligations to be prepaid in whole or in part and, in
the case of any Revenue Obligation to be prepaid in part only, the principal evidenced by such
Revenue Obligation to be prepaid, and (g) the interest rate and stated Principal Payment Date of
each Revenue Obligation to be prepaid in whole or in part. Such notice of prepayment shall further
state that on the specified date there shall become due and payable upon each Revenue Obligation
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. With respect to any notice of prepayment
of Revenue Obligations pursuant to Section 4.01 hereof, unless at the time such notice is given the
Revenue Obligations to be prepaid shall be deemed to have been paid within the meaning of
Section 10.01 hereof, such notice shall state that such prepayment is conditional upon receipt by
the Trustee, on or prior to the date fixed for such prepayment, of moneys sufficient to pay for the
prepayment price of the Revenue Obligations to be prepaid, and that if such moneys shall not have
298889698.4 17
been so received said notice shall be of no force and effect and the District shall not be required to
prepay such Revenue Obligations. If a notice of prepayment of Revenue Obligations contains such
a condition and such moneys are not so received, the prepayment of Revenue Obligations as
described in the conditional notice of prepayment shall not be made and the Trustee shall, within
a reasonable time after the date on which such prepayment was to occur, give notice to the persons
and in the manner in which the notice of prepayment was given, that such moneys were not so
received and that there shall be no prepayment of Revenue Obligations pursuant to such notice of
prepayment.
The Trustee shall, at least 20 but not more than 60 days prior to any prepayment date, give
notice of prepayment to the respective Owners of Revenue Obligations 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.
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 Revenue Obligations 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 as herein
provided shall be conclusive as against all parties, and no Owner whose Revenue Obligation 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.
Section 4.05. Partial Prepayment of Revenue Obligations. Upon surrender of any
Revenue Obligation prepaid in part only, the Trustee shall execute and deliver to the Owner thereof
a new Revenue Obligation or Revenue Obligations evidencing the unprepaid principal with respect
to the Revenue Obligation 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 Revenue Obligations to be
prepaid are held by the Trustee, then on the prepayment date designated in such notice, the
Revenue Obligations 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
Revenue Obligations so called for prepayment shall cease to accrue, such Revenue Obligations
shall cease to be entitled to any benefit or security hereunder and the Owners of such Revenue
Obligations shall have no rights in respect thereof except to receive payment of the prepayment
price thereof. The Trustee shall, upon surrender for payment of any of the Revenue Obligations
to be prepaid, pay such Revenue Obligations at the prepayment price thereof, and such moneys
shall be pledged to such payment. All Revenue Obligations prepaid pursuant to the provisions of
this Article shall be canceled by the Trustee and shall not be redelivered.
298889698.4 18
ARTICLE V
ASSIGNMENT AND PLEDGE; FUNDS AND ACCOUNTS
Section 5.01. Assignment and Pledge. The Corporation hereby transfers, conveys and
assigns to the Trustee, for the benefit of the Owners, all of the Corporation’s rights, title and interest
in and to the Installment Purchase Agreement (excepting its rights to indemnification thereunder),
including the right to receive 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 transfer, conveyance and assignment, solely in its
capacity as Trustee, for the benefit of the Owners, subject to the provisions of this Trust
Agreement. All 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.
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. This pledge shall constitute a
first lien on the amounts on deposit in such funds and accounts.
Section 5.02. Installment Payment Fund. (a) The Trustee shall establish and
maintain the Installment Payment Fund until 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 Revenue Obligations are no longer Outstanding. The Trustee shall deposit in the
Installment Payment Fund all Installment Payments, and the interest thereon, paid by the District
and received by the Trustee. The moneys in the Installment Payment Fund shall be held in trust
by the Trustee for the benefit of the Owners and shall be used and disbursed only for the purposes
and uses herein authorized.
(b) The Trustee shall transfer the amounts on deposit in the Installment Payment Fund,
at the times and in the manner hereinafter provided, to the following respective accounts within
the Installment Payment Fund, each of which the Trustee hereby agrees to establish and maintain
(provided the Prepayment Account need not be established in the records of the Trustee until
deposit is required to be made to the Prepayment Account) 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 Revenue Obligations are no longer Outstanding. The moneys in each
of such accounts shall be held in trust by the Trustee for the benefit of the Owners and shall be
used and disbursed only for the purposes and uses herein authorized.
(i) Interest Account. The Trustee, on 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 Revenue
Obligations when due and payable.
(ii) Principal Account. The Trustee, on each Principal Payment Date, shall
deposit in the Principal Account that amount of moneys representing the Installment
298889698.4 19
Payments coming due on such Principal Payment Date. Moneys in the Principal Account
shall be used by the Trustee for the purpose of paying the principal evidenced by the
Revenue Obligations when due and payable.
(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. The Trustee shall deposit in the Prepayment Account any
other amounts made available by the District that the District, pursuant to a Written Request
of the District, instructs the Trustee to apply to the prepayment of Revenue Obligations
pursuant to Section 4.01 hereof. 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 Revenue Obligations to be prepaid pursuant to Section 4.01 hereof.
Section 5.03. Reserved.
Section 5.04. Investment of Moneys. Except as otherwise provided herein, all moneys
in any of the funds or accounts established pursuant to this Trust Agreement shall be invested by
the Trustee solely in Permitted Investments, as directed by the District pursuant to a Written
Request of the District at least two (2) Business Days prior to the making of such investment.
Moneys in all funds and accounts held by the Trustee shall be invested in Permitted Investments
maturing not later than the date on which it is estimated that such moneys will be required for the
purposes specified in this Trust Agreement. Absent timely written direction from the District, the
Trustee shall invest any funds held by it in Permitted Investments described in clause (10) of the
definition thereof. Permitted Investments that are registerable securities shall be registered in the
name of the Trustee. All interest, profits and other income received from the investment of moneys
in any fund or account established pursuant to this Trust Agreement shall be retained therein.
Permitted Investments acquired as an investment of moneys in any fund or account
established under this Trust Agreement shall be credited to such fund or account. For the purpose
of determining the amount in any fund, all Permitted Investments credited to such fund shall be
valued by the Trustee at the market value thereof, such valuation to be performed not less
frequently than semiannually on or before each January 15 and July 15. The Trustee may use
securities pricing services available to it in making such valuations, including those within the
accounting system used by the Trustee, and conclusively rely on thereon.
The Trustee or an affiliate may act as principal or agent in the making or disposing of any
investment. The Trustee shall sell or present for redemption any 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.
298889698.4 20
The Trustee is hereby authorized, in making or disposing of any investment permitted by
this Section, to deal with itself (in its individual capacity) or with any one or more of its affiliates,
whether or not such affiliate is acting as an agent of the Trustee or for any third Person or dealing
as principal for its own account.
Section 5.05. Brokerage Confirmations. The Trustee shall furnish the District periodic
cash transaction statements which shall include detail for all investment transactions effected by
the Trustee or brokers selected by the District. Upon the District’s election and request, the Trustee
shall provide the District online access to such statements. The District waives the right to receive
brokerage confirmations of securities transactions effected by the Trustee as they occur, to the
extent permitted by law. The District further understands that trade confirmations for securities
transactions effected by the Trustee will be available upon request and at no additional cost and
other trade confirmations may be obtained from the applicable broker.
ARTICLE VI
COVENANTS
Section 6.01. Compliance with Trust Agreement. The Trustee will not execute or
deliver any Revenue Obligations 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 6.02. Compliance with Installment Purchase Agreement. The Corporation and
the District will faithfully comply with, keep, observe and perform all the agreements, conditions,
covenants and terms contained in the Installment Purchase Agreement required to be complied
with, kept, observed and performed by them and, together with the Trustee, will enforce the
Installment Purchase Agreement against the other party thereto in accordance with its terms.
Section 6.03. Compliance with Master Agreement. The Corporation and the District
will faithfully comply with, keep, observe and perform all the agreements, conditions, covenants
and terms contained in the Master Agreement required to be complied with, kept, observed and
performed by them and, together with the Trustee, will enforce the Master Agreement against the
other party thereto in accordance with its terms.
Section 6.04. Observance of Laws and Regulations. The Corporation and the District
will faithfully comply with, keep, observe and perform all valid and lawful obligations or
regulations now or hereafter imposed on them by contract, or prescribed by any law of the United
States of America or of the State, or by any officer, board or commission having jurisdiction or
control, as a condition of the continued enjoyment of each and every franchise, right or privilege
now owned or hereafter acquired by them, including their right to exist and carry on their
respective businesses, to the end that such franchises, rights and privileges shall be maintained and
preserved and shall not become abandoned, forfeited or in any manner impaired.
298889698.4 21
Section 6.05. Other Liens. None of the Trustee, the Corporation or the District shall
create or suffer to be created any pledge of or lien on the amounts on deposit in any of the funds
or accounts created hereunder, other than the pledge and lien hereof.
Section 6.06. Prosecution and Defense of Suits. The District will defend against every
action, suit or other proceeding at any time brought against the Trustee or any Owner upon any
claim arising out of the receipt, deposit or disbursement of any of the Installment Payments, or the
interest thereon, or involving the rights of the Trustee or any Owner hereunder; provided, however,
that the Trustee or any Owner at its or his election may appear in and defend any such action, suit
or other proceeding.
Section 6.07. Accounting Records and Statements. The Trustee will keep proper
accounting records in which complete and correct entries shall be made of all transactions made
by the Trustee relating to the receipt, deposit and disbursement of the Installment 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
shall not be obligated to provide an accounting for any fund or account that (a) has a balance of
$0.00 and (b) has not had any activity since the last reporting date. The Trustee will, upon written
request, make copies of the foregoing available to any Owner (at the expense of such Owner).
Section 6.08. Tax Covenants.
(a) Special Definitions. When used in this Section, the following terms shall have the
following meanings:
“Computation Date” has the meaning set forth in section 1.148-1(b) of the Tax
Regulations.
“Computation Period” means, initially, that period commencing on the date of the
execution and delivery of the Revenue Obligations and concluding on the initial Computation Date
and, thereafter, each period commencing on the Computation Date and concluding on the
immediately succeeding Computation Date.
“Gross Proceeds” of any issue of governmental obligations means any proceeds as defined
in section 1.148-1(b) of the Tax Regulations (referring to sales, investment and transferred
proceeds) of that issue, and any replacement proceeds as defined in section 1.148-1(c) of the Tax
Regulations, of that issue.
“Investment” has the meaning set forth in section 1.148-1(b) of the Tax Regulations.
“Nonpurpose Investment” means any investment property, as defined in section 148(b) of
the Code, in which Gross Proceeds of an issue are invested and that is not acquired to carry out the
governmental purposes of that issue.
“Opinion of Special Counsel” means a written opinion of Norton Rose Fulbright US LLP
or any other counsel of recognized national standing in the field of law relating to municipal bonds,
appointed and paid by the District.
298889698.4 22
“Prior Issue” shall refer to the 2016A Obligations.
“Proceeds,” with respect to an issue of governmental obligations, has the meaning set forth
in section 1.148-1(b) of the Tax Regulations (referring to sales, investment and transferred
proceeds, but not replacement proceeds).
“Rebate Amount” has the meaning set forth in section 1.148-1(b) of the Tax Regulations.
“Special Counsel” means Norton Rose Fulbright US LLP or any other counsel of
recognized national standing in the field of law relating to municipal bonds, appointed and paid by
the District.
“Tax Regulations” means the United States Treasury Regulations promulgated pursuant to
sections 103 and 141 through 150 of the Code.
“Yield” of (i) any Investment has the meaning set forth in section 1.148-5 of the Tax
Regulations and (ii) the Revenue Obligations has the meaning set forth in section 1.148-4 of the
Tax Regulations.
(a) Exclusion of Interest from Gross Income. The District will take all actions
necessary to establish and maintain the exclusion pursuant to section 103(a) of the Code of interest
on the Revenue Obligations from the gross income of the owners thereof for federal income tax
purposes, and will not use, permit the use of, or omit to use Gross Proceeds of the Revenue
Obligations or any other amounts (or any property the acquisition, construction or improvement
of which is to be financed or refinanced directly or indirectly with Gross Proceeds) in a manner
that if made or omitted, would cause the interest on any Revenue Obligation to fail to be excluded
pursuant to section 103(a) of the Code from the gross income of the owners thereof for federal
income tax purposes. Without limiting the generality of the foregoing, unless and until the Trustee
receives an Opinion of Special Counsel to the effect that failure to comply with such covenant will
not adversely affect the exclusion pursuant to section 103(a) of the Code of interest on any Revenue
Obligation from the gross income of the owner thereof, the District shall comply with this covenant
and each of the specific covenants in this Section.
(b) No Private Use or Private Payments. Except as would not cause any Revenue
Obligation to become a “private activity bond” within the meaning of section 141 of the Code and
the Tax Regulations and rulings thereunder, the District shall at all times prior to the payment and
cancellation of the last of the Revenue Obligations to be retired:
(i) exclusively own, operate and possess all property the acquisition,
construction or improvement of which is to be financed or refinanced directly or indirectly
with Gross Proceeds of the Revenue Obligations and not use or permit the use of such
Gross Proceeds (including all contractual arrangements with terms different than those
applicable to the general public) or any property acquired, constructed or improved with
such Gross Proceeds or the Gross Proceeds of the Prior Issue in any activity carried on by
any person or entity (including the United States or any agency, department and
instrumentality thereof) other than a state or local government, unless such use is solely as
a member of the general public; and
298889698.4 23
(ii) does not directly or indirectly impose or accept any charge or other payment
by any person or entity who is treated as using Gross Proceeds of the Revenue Obligations
or of the Prior Issue, or any property the acquisition, construction or improvement of which
is to be financed or refinanced directly or indirectly with such Gross Proceeds, other than
taxes of general application within the jurisdiction of the District or interest earned on
investments acquired with such Gross Proceeds pending application for their intended
purposes.
(c) No Private Loan. Except as would not cause any Revenue Obligation to become a
“private activity bond” within the meaning of section 141 of the Code and the Tax Regulations
and rulings thereunder, the District shall not use of Gross Proceeds of the Revenue Obligations to
make or finance any loan to any person or entity other than a state or local government. For
purposes of the foregoing covenant, such Gross Proceeds are considered to be “loaned” to a person
or entity if: (i) property acquired, constructed or improved with such Gross Proceeds is sold or
leased to such person or entity in a transaction that creates a debt for federal income tax purposes;
(ii) capacity in or service from such property is committed to such person or entity under a take-
or-pay, output or similar contract or arrangement; or (iii) indirect benefits of such Gross Proceeds,
or burdens and benefits of ownership of any property acquired, constructed or improved with such
Gross Proceeds, are otherwise transferred in a transaction that is the economic equivalent of a loan.
For purposes of this covenant, the District will treat any transaction constituting a loan of Gross
Proceeds of the Prior Issue as a loan of Gross Proceeds of the Revenue Obligations.
(d) Not to Invest at Higher Yield. Except as would not cause any Revenue Obligation
to become an “arbitrage bond” within the meaning of section 148 of the Code and the Tax
Regulations and rulings thereunder, the District will not, at any time prior to the retirement of the
final maturity of the Revenue Obligation, directly or indirectly invest Gross Proceeds of the
Revenue Obligations in any Investment, if as a result of that investment the yield of any Investment
acquired with Gross Proceeds of the Revenue Obligations, whether then held or previously
disposed of, would materially exceed the yield of the Revenue Obligations within the meaning of
said section 148.
(e) Not Federally Guaranteed. Except to the extent such action or failure to act would
not pursuant to section 149(b) of the Code and the Tax Regulations and rulings thereunder,
adversely affect the exclusion pursuant to section 103(a) of interest on the Revenue Obligations
from the gross income of the owners thereof for federal income tax purposes, the District will not
take or omit to take any action that would cause any Revenue Obligation to be “federally
guaranteed” within the meaning of section 149(b) of the Code and the Tax Regulations and rulings
thereunder.
(f) Information Report. The District will timely file a Form 8038-G or such other form
and in such place as the Secretary of the Treasury may prescribe.
(g) Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of
the Code and the Tax Regulations and rulings thereunder, the District will not at any time prior to
the retirement of the final maturity of the Revenue Obligations to be retired, enter into any
transaction that reduces the amount required to be paid to the United States pursuant to
section 148(f) of the Code because such transaction results in a smaller profit or a larger loss than
298889698.4 24
would have resulted if the transaction had been at arm’s length and had the yield on the Revenue
Obligations not been relevant to either party.
(h) Revenue Obligations Satisfy Section 149(g). The District represents that neither
the Prior Issue nor the Revenue Obligations are or will become “hedge bonds” within the meaning
of section 149(g) of the Code. Without limitation of the foregoing, with respect to the Prior Issue,
(i)(A) on the date of execution and delivery of that issue the District reasonably expected that
within the three-year period commencing on such date no less than 85% of the net sale proceeds
of that issue would be expended for the governmental purposes thereof, and (B) at no time has
more than 50% of the proceeds of that issue been invested in Nonpurpose Investments having a
substantially guaranteed yield for a period of four years or more, and with respect to the application
of Proceeds of the Revenue Obligations other than for refunding purposes, (ii)(A) the District will
not deliver the Revenue Obligations unless on the date of the issuance of the Revenue Obligations
it reasonably expects that within the three-year period commencing on such date of issuance at
least 85% of such spendable proceeds of the Revenue Obligations will be expended for the
governmental purpose of the Revenue Obligations and (B) at no time will more than 50% of such
spendable proceeds of the Revenue Obligations be invested in Nonpurpose Investments having a
substantially guaranteed yield for a period of four years or more.
(i) Elections. The District hereby directs and authorizes any Authorized
Representative to make elections permitted or required pursuant to the provisions of the Code or
the Tax Regulations, as such Authorized Representative (after consultation with Special Counsel)
deems necessary or appropriate in connection with the Revenue Obligations, in the Tax Certificate
(as defined below) or similar or other appropriate certificate, form or document.
(j) Tax Certificate. The District agrees to execute and deliver in connection with the
execution and delivery of the Revenue Obligations a Tax Certificate or similar document
containing additional representations and covenants pertaining to the exclusion of interest with
respect to the Revenue Obligations from the gross income of the owners thereof for federal income
tax purposes (the “Tax Certificate”), which representations and covenants are incorporated as
though expressly set forth herein.
Section 6.09. Continuing Disclosure. The District will comply with and carry out all of
the provisions of the Continuing Disclosure Agreement applicable to it. Notwithstanding any other
provision of this Trust Agreement, failure of the District to comply with the Continuing Disclosure
Agreement shall not be considered an Event of Default; provided, however, the Trustee at the
request of any Participating Underwriter or the Owners of at least 25% aggregate principal amount
of Outstanding Revenue Obligations and upon being indemnified to its reasonable satisfaction,
shall, or any Owner or Beneficial Owner of Revenue Obligations may take such actions as may be
necessary and appropriate to compel performance, including seeking mandate or specific
performance by court order. The Trustee is authorized and directed to execute the acceptance and
acknowledgement of the Continuing Disclosure Agreement.
Section 6.10. Further Assurances. The District will promptly execute and deliver or
cause to be executed and delivered all such other and further assurances, documents or instruments
and promptly do or cause to be done all such other and further things as may be necessary or
298889698.4 25
reasonably required in order to carry out the purposes and intentions of this Trust Agreement and
for preserving and protecting the rights and interests of the Owners.
ARTICLE VII
DEFAULT AND LIMITATIONS OF LIABILITY
Section 7.01. Action upon Event of Default. An Event of Default under the Installment
Purchase Agreement shall constitute an Event of Default hereunder and an Event of Default under
the Master Agreement shall constitute an Event of Default hereunder. The Trustee may give
notice, as assignee of the Corporation, of an Event of Default under the Installment Purchase
Agreement to the District, and shall do so if directed to do so by the Owners of not less than 5%
of the aggregate principal evidenced by Revenue Obligations 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 Revenue Obligations
then Outstanding, shall, upon notice in writing to the District and the Corporation (a) exercise any
of the remedies granted to the Corporation under the Installment Purchase Agreement, (b) exercise
any of the remedies granted to the Trustee under the Master Agreement, and (c) take whatever
action at law or in equity may appear necessary or desirable to enforce its rights pursuant to this
Trust Agreement, the Installment Purchase Agreement or the Master Agreement or to protect and
enforce any of the rights vested in the Trustee or the Owners by this Trust Agreement, the Revenue
Obligations, the Installment Purchase Agreement or the Master Agreement, either at law or in
equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement or for the enforcement of any other legal or equitable right, including any one or more
of the remedies set forth in Section 7.02 hereof.
Section 7.02. Other Remedies of the Trustee. Subject to the provisions of Section 7.01
hereof, the Trustee shall have the right:
(a) by mandamus or other action or proceeding or suit at law or in equity to enforce its
rights against the Corporation or the District or any member, director, officer or employee thereof,
and to compel the Corporation or the District or any such member, director, officer or employee
to perform or carry out its or his or her duties under law and the agreements and covenants required
to be performed by it or him or her contained herein;
(b) by suit in equity to enjoin any acts or things which 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 7.03. Non-Waiver. A waiver of any default or breach of duty or contract by the
Trustee or the Owners shall not affect any subsequent default or breach of duty or contract or
impair any rights or remedies on any such subsequent default or breach of duty or contract. No
delay or omission by the Trustee or the Owners to exercise any right or remedy accruing upon any
default or breach of duty or contract shall impair any such right or remedy or shall be construed to
be a waiver of any such default or breach of duty or contract or an acquiescence therein, and every
298889698.4 26
right or remedy conferred upon the Trustee or the Owners by law or by this Article may be enforced
and exercised from time to time and as often as the Trustee shall deem expedient.
If any action, proceeding or suit to enforce any right or to exercise any remedy is abandoned
or determined adversely to the Trustee or any Owner, then subject to any adverse determination,
the Trustee, such Owner, the Corporation and the District shall be restored to their former
positions, rights and remedies as if such action, proceeding or suit had not been brought or taken.
Section 7.04. Remedies Not Exclusive. Subject to the provisions of Section 7.01 hereof,
no remedy herein conferred upon or reserved to the Trustee is intended to be exclusive of any other
remedy, and each such remedy shall be cumulative and shall be in addition to every other remedy
given hereunder or now or hereafter existing in law or in equity or by statute or otherwise and may
be exercised without exhausting and without regard to any other remedy conferred by any law.
The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent or subsequent assertion or employment of any other appropriate right or remedy.
Section 7.05. Application of Amounts After Default. All damages or other payments
received by the Trustee for the enforcement of any rights and powers of the Trustee under this
Article shall be deposited into the Installment Payment Fund and as soon as practicable and
thereafter applied:
(a) to the payment of all amounts due the Trustee under Section 8.03 hereof;
(b) unless the unpaid Installment Payments, and the interest thereon, shall have
become, and shall remain, immediately due and payable pursuant to the Master Agreement:
(i) to the payment of all amounts then due for interest evidenced by the
Revenue Obligations, in respect of which, or for the benefit of which, money has been
collected (other than Revenue Obligations 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
Revenue Obligations due and payable; and
(ii) to the payment of all amounts then due for principal evidenced by the
Revenue Obligations, in respect of which, or for the benefit of which, money has been
collected (other than Revenue Obligations 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
Revenue Obligations due and payable.
(c) if the unpaid Installment Payments, and the interest thereon, shall have become,
and shall remain, immediately due and payable pursuant to the Master Agreement, to the payment
of all amounts then due for principal and interest evidenced by the Revenue Obligations and, if the
amount available therefor shall not be sufficient to pay in full the whole amount so due and unpaid,
then to the payment thereof ratably, without preference or priority of principal over interest, or of
interest over principal, or of any installment of interest over any other installment of interest, or of
any Revenue Obligation over any other Revenue Obligation, to the persons entitled thereto without
any discrimination or preference.
298889698.4 27
Section 7.06. Trustee May Enforce Claims Without Possession of Revenue
Obligations. All rights of action and claims under this Trust Agreement or the Revenue
Obligations may be prosecuted and enforced by the Trustee without the possession of any of the
Revenue Obligations 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 Revenue Obligations in respect of which such judgment
has been recovered.
Section 7.07. Limitation on Suits. No Owner shall have any right to institute any
proceeding, judicial or otherwise, with respect to this Trust Agreement, or for the appointment of
a receiver or trustee, or for any other remedy hereunder, unless (a) such Owner shall have
previously given written notice to the Trustee of a continuing Event of Default hereunder, (b) the
Owners of not less than a majority of the aggregate principal evidenced by Revenue Obligations
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 Revenue Obligations then Outstanding; it being understood and intended that no one
or more Owners of Revenue Obligations 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 Revenue Obligations, 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 Revenue Obligations.
Section 7.08. 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, the Master
Agreement or herein, or with respect to the performance by the Trustee of any right or obligation
required to be performed by it contained herein.
Section 7.09. No Liability by the District to the Owners. Except for the payment when
due of the Installment 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, the Master Agreement or herein, the District shall not have any obligation or liability
to the Owners with respect to this Trust Agreement or the preparation, execution, delivery or
transfer of the Revenue Obligations 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.
298889698.4 28
Section 7.10. No Liability of the Trustee to the Owners. Except as expressly provided
herein, the Trustee shall not have any obligation or liability to the Owners with respect to the
payment when due of the Installment 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.
ARTICLE VIII
THE TRUSTEE
Section 8.01. Employment of the Trustee; Duties. The Corporation and the District
hereby appoint and employ the Trustee to receive, deposit and disburse the Installment Payments,
and the interest thereon, to register, execute, deliver and transfer the Revenue Obligations 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 hereunder has occurred and is continuing, the Trustee undertakes to
perform such duties and only such duties as are specifically set forth in this Trust Agreement, and
no implied covenants or obligations shall be read into this Trust Agreement against the Trustee.
In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the
rights and powers vested in it by this Trust Agreement, and use the same degree of care and skill
in their exercise, as a prudent person would exercise or use under the circumstances in the conduct
of such person’s own affairs.
Section 8.02. Removal and Resignation of the Trustee. The Corporation and the District
may, by an instrument in writing, remove the Trustee initially a party hereto and any successor
thereto unless an Event of Default shall have occurred and then be continuing, and shall remove
the Trustee initially a party hereto and any successor thereto if at any time (a) requested to do so
by an instrument or concurrent instruments in writing signed by the Owners of a majority of the
aggregate principal evidenced by the Revenue Obligations 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 be subject to supervision or examination by federal or state
banking authorities. If such bank or trust company publishes a report of condition at least annually,
pursuant to law or to the requirements of any supervising or examining authority above referred
to, then for the purposes of this Section the combined capital and surplus of such bank or trust
company shall be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published.
The Trustee may at any time resign by giving written notice of such resignation to the
Corporation and the District and by giving notice, by first class mail, postage prepaid, of such
resignation to the Owners at their addresses appearing on the registration books maintained by the
298889698.4 29
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.
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 8.03. Compensation and Indemnification of the Trustee. The District shall
from time to time, subject to any written agreement then in effect with the Trustee, pay the Trustee
reasonable compensation for all its services rendered hereunder and reimburse the Trustee for all
its reasonable advances and expenditures (which shall not include “overhead expenses” except as
such expenses are included as a component of the Trustee’s stated annual fees or disclosed
transaction fees) hereunder, including but not limited to advances to and reasonable fees and
reasonable expenses of accountants, agents, appraisers, consultants or other experts, and counsel
not directly employed by the Trustee but an attorney or firm of attorneys retained by the Trustee,
employed by it in the exercise and performance of its rights and obligations hereunder; provided,
however, that the Trustee shall not have any lien for such compensation or reimbursement against
any moneys held by it in any of the funds or accounts established hereunder. The Trustee may
take whatever legal actions are lawfully available to it directly against the Corporation or the
District.
Except as otherwise expressly provided herein, no provision of this Trust Agreement shall
require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder or in the exercise of any of its rights or powers
hereunder.
298889698.4 30
The District, to the extent permitted by law, agrees to indemnify and save the Trustee, its
directors, officers, employees and agents harmless from and against any costs, expenses, claims
and liabilities which it may incur in the exercise and performance of its powers and duties
hereunder or any other document related to this Trust Agreement, including but not limited to costs
and expenses incurred in defending against any claim or liability, which are not due to its
negligence or willful misconduct. The obligations of the District under this Section shall survive
the resignation or removal of the Trustee and the termination of this Trust Agreement.
Section 8.04. Protection of the Trustee. The Trustee shall be protected and shall incur
no liability in acting or proceeding in good faith upon any affidavit, bond, certificate, consent,
notice, request, requisition, resolution, statement, waiver or other paper or document which it shall
in good faith believe to be genuine and to have been adopted, executed or delivered by the proper
party or pursuant to any of the provisions hereof, and the Trustee shall be under no duty to make
any investigation or inquiry as to any statements contained or matters referred to in any such
instrument, but may accept and rely upon the same as conclusive evidence of the truth and 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 Revenue
Obligations pursuant to this Trust Agreement, unless such Owners shall have offered to the Trustee
security or indemnity, reasonably satisfactory to the Trustee, against the reasonable costs, expenses
and liabilities which might be incurred by it in compliance with such request or direction. The
Trustee may consult with counsel, who may be counsel to the Corporation or the District, with
regard to legal questions, and the opinion of such counsel shall be full and complete authorization
and protection in respect to any action taken or suffered by it hereunder in good faith in accordance
therewith.
The Trustee shall not be responsible for the sufficiency of the Revenue Obligations or the
Installment Purchase Agreement, or of the assignment made to it hereunder, or for statements made
in the preliminary or final official statement relating to the Revenue Obligations.
The Trustee shall not be required to take notice or be deemed to have notice of any default
or Event of Default hereunder, except failure of any of the payments to be made to the Trustee
required to be made hereunder or under the Installment Purchase Agreement, unless the Trustee
shall be specifically notified in writing of such default or Event of Default by the District, the
Corporation or the Owners of not less than 5% of the aggregate principal evidenced by the Revenue
Obligations 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 Written 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 Revenue Obligations and may
join in any action which any Owner may be entitled to take with like effect as if the Trustee were
298889698.4 31
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 Revenue Obligations or the security therefor, and shall do so if requested in writing by
the Owners of at least 5% of the aggregate principal evidenced by Revenue Obligations 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.
The Trustee will not be considered in breach of or in default in its obligations hereunder or
progress in respect thereto in the event of delay in the performance of such obligations due to
unforeseeable causes beyond its control and without its fault or negligence, including, but not
limited to, acts of God or of the public enemy or terrorists, acts of a government, acts of the other
parties, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, earthquakes,
explosion, mob violence, riot, inability to procure or general sabotage or rationing of labor,
equipment, facilities, sources of energy, material or supplies in the open market, litigation or
arbitration involving a party or others relating to zoning or other governmental action or inaction
pertaining to any project refinanced with the proceeds of the Revenue Obligations, malicious
mischief, condemnation, and unusually severe weather or any similar event and/or occurrences
beyond the control of the Trustee.
In no event shall the Trustee be responsible or liable for special, indirect, consequential,
punitive or incidental loss or damage of any kind whatsoever (including, but not limited to, loss of
profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or
damage and regardless of the form of action.
The Trustee agrees to accept and act upon instructions or directions pursuant to this Trust
Agreement sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic
298889698.4 32
methods; provided, however, that the Trustee shall have received an incumbency certificate listing
persons designated to give such instructions or directions and containing specimen signatures of
such designated persons, which such incumbency certificate shall be amended and replaced
whenever a person is to be added or deleted from the listing. If the Corporation or the District
elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic
method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s
understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for
any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and
compliance with such instructions notwithstanding such instructions conflict or are inconsistent
with a subsequent written instruction. The Corporation or the District agree to assume all risks
arising out of the use of such electronic methods to submit instructions and directions to the
Trustee, including, without limitation, the risk of the Trustee acting on unauthorized instructions,
and the risk of interception and misuse by third parties.
ARTICLE IX
AMENDMENT OF OR SUPPLEMENT TO TRUST AGREEMENT
Section 9.01. Amendment or Supplement. 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 Revenue Obligations then Outstanding, exclusive of Revenue Obligations
disqualified as provided in Section 9.02 hereof, are filed with the Trustee. No such amendment or
supplement shall (i) extend the stated Principal Payment Date of any Revenue Obligation 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 change the prepayment terms and provisions or the
provisions regarding delivery of notice of prepayment without the prior written consent of the
Owner of each Revenue Obligation so affected, (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 Revenue Obligations then Outstanding, (iii) modify any
of the rights or obligations of the Trustee without the prior written consent of the Trustee, or
(iv) amend this Section without the prior written consent of the Owners of all Revenue Obligations
then Outstanding.
(a) 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;
298889698.4 33
(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;
(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 Revenue Obligations; or
(iv) for any other reason, provided such amendment or supplement does not
adversely affect the rights or interests of the Owners.
Section 9.02. Disqualified Revenue Obligations. Revenue Obligations owned or held
by or for the account of the District (but excluding Revenue Obligations 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 Revenue Obligations 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 Revenue Obligations as to which such consent is given
are disqualified as provided in this Section.
Section 9.03. Endorsement or Replacement of Revenue Obligations After
Amendment or Supplement. After the effective date of any action taken as hereinabove provided
in this Article, the Trustee may determine that the Revenue Obligations 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 Revenue Obligation and presentation of such Revenue Obligation
for such purpose at the Principal Office a suitable notation as to such action shall be made on such
Revenue Obligation. If the Trustee shall receive an Opinion of Counsel advising that new Revenue
Obligations modified to conform to such action are necessary, modified Revenue Obligations shall
be prepared, and in that case upon demand of the Owner of any Outstanding Revenue Obligations
such new Revenue Obligations shall be exchanged at the Principal Office without cost to each
Owner for Revenue Obligations then Outstanding upon surrender of such Outstanding Revenue
Obligations.
Section 9.04. Amendment by Mutual Consent. The provisions of this Article shall not
prevent any Owner from accepting any amendment as to the particular Revenue Obligations owned
by such Owner, provided that due notation thereof is made on such Revenue Obligations.
ARTICLE X
DEFEASANCE
Section 10.01. Discharge of Revenue Obligations 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 Revenue Obligations the interest and principal evidenced thereby at the times and in
the manner stipulated herein and therein, and (ii) all other amounts due hereunder and under the
Installment Purchase Agreement, then such Owners shall cease to be entitled to the pledge of and
298889698.4 34
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 Revenue Obligation 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 Revenue Obligation shall have been paid or when
(i) in case said Revenue Obligation 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 4.03 hereof, notice of prepayment of such Revenue Obligation, or portion thereof,
(ii) there shall be on deposit with the Trustee, moneys, or Government Obligations, or any
combination 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 Revenue Obligation 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 Revenue Obligation will not occur, and
said Revenue Obligation 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 4.03 hereof, to the Owner of such
Revenue Obligation, or portion thereof, stating that the deposit of moneys or Government
Obligations required by clause (ii) of this subsection has been made with the Trustee and that said
Revenue Obligation, 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 Revenue
Obligation, or portion thereof.
Neither the moneys nor the Government Obligations deposited with the Trustee pursuant
to this Section nor principal or interest payments on any such Government Obligations shall be
withdrawn or used for any purpose other than, and shall be held in trust for and pledged to, the
payment of the principal, premium, if any, and interest evidenced by said Revenue Obligation, or
portions thereof. If payment of less than all of the Revenue Obligations 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 Revenue Obligations, or portions thereof, in the manner specified in Section 4.03
hereof for selection for prepayment of less than all of the Revenue Obligations, in the principal
amounts designated to the Trustee by the District.
(c) After the payment of all the interest, prepayment premium, if any, and principal
evidenced by all Outstanding Revenue Obligations and all other amounts due hereunder and under
the Installment Purchase Agreement as provided in this Section, the Trustee shall execute and
deliver to the Corporation and the District all such instruments as may be necessary or desirable
to evidence the discharge and satisfaction of this Trust Agreement, the Trustee shall pay over or
deliver to the District all moneys or securities held by it pursuant hereto which are not required for
the payment of the interest, prepayment premium, if any, and principal evidenced by such Revenue
Obligations and all other amounts due hereunder and under the Installment Purchase Agreement.
298889698.4 35
(d) Prior to any defeasance becoming effective under this Article, the District shall
cause to be delivered (i) an executed copy of a report, addressed to the Trustee and the District, in
form and in substance acceptable to the District, of a nationally recognized certified public
accountant, or firm of such accountants, verifying that the Government Obligations and cash, if
any, satisfy the requirements of clause (ii) of subsection (b) of this Section (a “Verification”), (ii) if
such moneys to be deposited with the Trustee will be invested, a copy of the escrow deposit
agreement entered into in connection with such defeasance, which escrow deposit agreement shall
provide that no substitution of Government Obligations shall be permitted except with other
Government Obligations and upon delivery of a new Verification and no reinvestment of
Government Obligations shall be permitted except as contemplated by the original Verification or
upon delivery of a new Verification, and (iii) a copy of an Opinion of Counsel, dated the date of
such defeasance and addressed to the Trustee and the District, in form and in substance acceptable
to the District, to the effect that such Revenue Obligations have been paid within the meaning and
with the effect expressed in this Trust Agreement, and all agreements and covenants of the
Corporation, the District and the Trustee to the Owners of such Revenue Obligations under this
Trust Agreement have ceased, terminated and become void and have been discharged and satisfied.
Section 10.02. Unclaimed Moneys. Any moneys held by the Trustee in trust for the
payment and discharge of the interest or principal evidenced by any of the Revenue Obligations
which remain unclaimed for two years after the date when such interest or principal evidenced by
such Revenue Obligations 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 Revenue Obligations have become
payable, shall be repaid by the Trustee to the District as its absolute property free from trust, and
the Trustee shall thereupon be released and discharged with respect thereto and the Owners shall
look only to the District for the payment of the interest and principal evidenced by such Revenue
Obligations.
ARTICLE XI
MISCELLANEOUS
Section 11.01. Benefits of Trust Agreement. Nothing contained herein, expressed or
implied, is intended to give to any Person other than the Corporation, the District, the Trustee and
the Owners any claim, remedy or right under or pursuant hereto, and any agreement, condition,
covenant or term required herein to be observed or performed by or on behalf of the Corporation
or the District shall be for the sole and exclusive benefit of the Trustee and the Owners.
Section 11.02. Successor Deemed Included in all References to Predecessor.
Whenever the Corporation, the District or the Trustee, or any officer thereof, is named or referred
to herein, such reference shall be deemed to include the successor to the powers, duties and
functions that are presently vested in the Corporation, the District or the Trustee, or such officer,
and all agreements, conditions, covenants and terms required hereby to be observed or performed
by or on behalf of the Corporation, the District or the Trustee, or any officer thereof, shall bind
and inure to the benefit of the respective successors thereof whether so expressed or not.
298889698.4 36
Section 11.03. Execution of Documents by Owners. Any declaration, request or other
instrument which is permitted or required herein to be executed by Owners may be in one or more
instruments of similar tenor and may be executed by Owners in person or by their attorneys
appointed in writing. The fact and date of the execution by any Owner or his attorney of any
declaration, request or other instrument or of any writing appointing such attorney may be proved
by the certificate of any notary public or other officer authorized to take acknowledgments of deeds
to be recorded in the state or territory in which he purports to act that the Person signing such
declaration, request or other instrument or writing acknowledged to him the execution thereof, or
by an affidavit of a witness of such execution duly sworn to before such notary public or other
officer, or by such other proof as the Trustee may accept which it may deem sufficient. The
ownership of any Revenue Obligations 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 Revenue Obligation shall bind all future Owners of such Revenue Obligation 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 11.04. Waiver of Personal Liability. Notwithstanding anything contained herein
to the contrary, no member, officer or employee of the District or the Corporation shall be
individually or personally liable for the payment of any moneys, including without limitation, the
interest or principal evidenced by the Revenue Obligations, but nothing contained herein shall
relieve any member, officer or employee of the District or the Corporation from the performance
of any official duty provided by any applicable provisions of law, by the Installment Purchase
Agreement or hereby.
Section 11.05. Acquisition of Revenue Obligations by District. All Revenue
Obligations acquired by the District, whether by purchase or gift or otherwise, shall be surrendered
to the Trustee for cancellation.
Section 11.06. 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
298889698.4 37
District or the Corporation upon a representation by an officer or officers of the District or the
Corporation, as the case may be, unless the counsel executing such Opinion of Counsel knows that
the representation with respect to the matters upon which such counsel’s opinion may be based, as
aforesaid, is erroneous, or in the exercise of reasonable care should have known that the same was
erroneous.
Section 11.07. Funds and Accounts. Any fund or account required to be established and
maintained herein by the Trustee may be established and maintained in the accounting records of
the Trustee either as an account or a fund, and may, for the purposes of such accounting records,
any audits thereof and any reports or statements with respect thereto, be treated either as an account
or a fund, but all such records with respect to all such funds and accounts shall at all times be
maintained in accordance with sound accounting practice and with due regard for the protection
of the security of the Revenue Obligations and the rights of the Owners. The Trustee may establish
such funds and accounts as it deems necessary to perform its obligations hereunder.
Trustee may commingle any of the moneys held by it hereunder for investment purposes
only; provided, however, that the Trustee shall account separately for the moneys in each fund or
account established pursuant to this Trust Agreement.
Section 11.08. Article and Section Headings, Gender and References. The singular
form of any word used herein, including the terms defined in Section 1.01 hereof, shall include the
plural, and vice versa, unless the context otherwise requires. The use herein of a pronoun of any
gender shall include correlative words of the other genders. The headings or titles of the several
Articles and Sections hereof and the table of contents appended hereto shall be solely for
convenience of reference and shall not affect the meaning, construction or effect hereof. All
references herein to “Articles,” “Sections,” subsections or clauses are to the corresponding
Articles, Sections, subsections or clauses hereof, and the words “hereby,” “herein,” “hereof,”
“hereto,” “herewith,” “hereunder” and other words of similar import refer to this Trust Agreement
as a whole and not to any particular Article, Section, subsection or clause thereof.
Section 11.09. Partial Invalidity. If any one or more of the agreements, conditions,
covenants or terms required herein to be observed or performed by or on the part of the
Corporation, the District or the Trustee shall be contrary to law, then such agreement or
agreements, such condition or conditions, such covenant or covenants or such term or terms shall
be null and void to the extent contrary to law and shall be deemed separable from the remaining
agreements, conditions, covenants and terms hereof and shall in no way affect the validity hereof
or of the Revenue Obligations, and the Owners shall retain all the benefit, protection and security
afforded to them under any applicable provisions of law. The Corporation, the District and the
Trustee hereby declare that they would have executed this Trust Agreement, and each and every
Article, Section, paragraph, subsection, sentence, clause and phrase hereof and would have
authorized the execution and delivery of the Revenue Obligations pursuant hereto irrespective of
the fact that any one or more Articles, Sections, paragraphs, subsections, sentences, clauses or
phrases hereof or the application thereof to any Person or circumstance may be held to be
unconstitutional, unenforceable or invalid.
Section 11.10. California Law. This Trust Agreement shall be governed by and
construed in accordance with the laws of the State.
298889698.4 38
Section 11.11. Notices. Any written notice, statement, demand, consent, approval,
authorization, offer, designation, request or other communication to be given hereunder shall be
given to the party entitled thereto at its address set forth below, or at such other address as such
party may provide to the other parties in writing from time to time, namely:
If to the District: Orange County Sanitation District
18480 Bandilier Circle
Fountain Valley, California 92708
Attention: Director of Finance
If to the Corporation: Orange County Sanitation District Financing Corporation
c/o Orange County Sanitation District
18480 Bandilier Circle
Fountain Valley, California 92708
Attention: Treasurer
If to the Trustee: U.S. Bank Trust Company, National Association
633 West Fifth Street, 24th Floor
Los Angeles, California 90071
Attention: Global Corporate Trust Services
Each such notice, statement, demand, consent, approval, authorization, offer, designation,
request or other communication hereunder shall be deemed delivered to the party to whom it is
addressed (a) if personally served or delivered, upon delivery, (b) if given by electronic
communication, e.g. facsimile or telecopier or e-mail (with a PDF attachment, if applicable), upon
the sender’s receipt of an appropriate written acknowledgment, (c) if given by registered or
certified mail, return receipt requested, deposited with the United States mail postage prepaid, 72
hours after such notice is deposited with the United States mail, (d) if given by overnight courier,
with courier charges prepaid, 24 hours after delivery to said overnight courier, or (e) if given by
any other means, upon delivery at the address specified in this Section.
Section 11.12. Effective Date. This Trust Agreement shall become effective upon its
execution and delivery.
Section 11.13. Execution in Counterparts. This Trust Agreement may be
simultaneously executed in several counterparts, each of which shall be deemed an original, and
all of which shall constitute but one and the same instrument.
298889698.4 39
IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to be
executed by their respective officers thereunto duly authorized, all as of the day and year first
written above.
ORANGE COUNTY SANITATION DISTRICT
FINANCING CORPORATION
By:
Treasurer
ORANGE COUNTY SANITATION DISTRICT
By:
Board Chairperson
(S E A L)
Attest:
By: ______________________________
Clerk of the Board of Directors
U.S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION,
as Trustee
By:
Authorized Officer
298889698.4 A-1
EXHIBIT A
FORM OF REVENUE OBLIGATION
No. R–__ ***$***
Unless this Revenue Obligation is presented by an authorized representative of The
Depository Trust Company to the Trustee for registration of transfer, exchange or payment, and
any Revenue Obligation executed and delivered 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 inasmuch as the
Registered Owner hereof, Cede & Co., has an interest herein.
ORANGE COUNTY SANITATION DISTRICT
WASTEWATER REFUNDING REVENUE OBLIGATION
SERIES 2025A
Such revenue obligations are certificates of participation evidencing direct, undivided fractional
interests in the Installment Purchase Agreement, dated as of [November 1], 2025, by and between
the Orange County Sanitation District and the Orange County Sanitation District Financing
Corporation and the related Installment Payments, and the interest thereon.
PRINCIPAL
PAYMENT DATE INTEREST RATE DATED DATE CUSIP
February 1, 20__ % November __, 2025 68428T
REGISTERED OWNER: Cede & Co.
PRINCIPAL AMOUNT: ______________________________________ DOLLARS
THIS IS TO CERTIFY that the Registered Owner of this Revenue Obligation (this
“Revenue Obligation”), 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 [November 1], 2025 (the
“Installment Purchase Agreement”), by and between the Orange County Sanitation District (the
“District”), a county sanitation district organized and existing under the laws of the State of
California, and the Orange County Sanitation District Financing Corporation (the “Corporation”),
a nonprofit public benefit corporation organized and existing under the laws of the State of
California. Certain of the rights of the Corporation under the Installment Purchase Agreement,
including the right to receive the Installment Payments, and the interest thereon, have been
assigned without recourse by the Corporation to U.S. Bank Trust Company, National Association,
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 [November 1], 2025
(the “Trust Agreement”), by and among the Trustee, the District and the Corporation. Capitalized
undefined terms used herein shall have the meanings ascribed thereto in the Trust Agreement.
298889698.4 A-2
The District has executed and delivered the Master Agreement for District Obligations,
dated as of August 1, 2000 (the “Master Agreement”), by and between the District and the
Corporation, pursuant to which the District establishes and declares the conditions and terms upon
which obligations such as the Installment Purchase Agreement, and the Installment Payments and
the interest thereon, will be incurred and secured.
This Revenue Obligation is one of the duly authorized Orange County Sanitation District
Wastewater Refunding Revenue Obligations, Series 2025A (the “Revenue Obligations”)
evidencing principal in the aggregate amount of $__________, executed pursuant to the terms of
the Trust Agreement. The Revenue Obligations evidence direct, fractional undivided interests in
the Installment Payments, and the interest thereon, payable under the Installment Purchase
Agreement. The Revenue Obligations are executed and delivered to refinance certain
improvements to the wastewater collection, treatment and disposal facilities of the District (the
“Wastewater System”) and to pay the costs of issuance incurred in connection therewith 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 System and for the other agreements and obligations undertaken by the
Corporation under the Installment Purchase Agreement and the Trust Agreement.
The income and revenue received by the District from the operation of the Wastewater
System remaining after the payment of maintenance and operation or ownership costs of the
Wastewater System (as more fully described in the Installment Purchase Agreement, the “Net
Revenues”) are, pursuant to the Master Agreement, pledged to the payment of the Senior
Obligations and Reimbursement Obligations with respect to Senior Obligations (as such terms are
defined in the Master Agreement).
The Installment Purchase Agreement constitutes a Senior Obligation and, as such, shall be
subject to the provisions of the Master Agreement, and shall be afforded all of the advantages,
benefits, interests and security afforded Senior Obligations pursuant to the Master Agreement. The
Installment Purchase Agreement is payable on a parity with the other existing Senior Obligations.
The District may at any time incur Senior Obligations in addition to existing Senior Obligations
and the Installment Purchase Agreement payable from Net Revenues as provided in the Master
Agreement on a parity with all other Senior Obligations theretofore incurred, but only subject to
the conditions and upon compliance with the procedures set forth in the Master Agreement.
The District is not required to advance any moneys derived from any source of income
other than Net Revenues and the other funds provided in the Installment Purchase Agreement for
the payment of the Installment Payments, and the interest thereon, and other payments required to
be made by it under the Installment Purchase Agreement, or for the performance of any agreements
or covenants required to be performed by it contained therein. 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, solely from such Net Revenues and
other funds provided for therein, and does not constitute a debt of the District or of the State of
298889698.4 A-3
California, or of any political subdivision thereof, in contravention of any constitutional or
statutory debt limitation or restriction.
Reference is hereby made to the Master Agreement, the Installment Purchase Agreement
and to the Trust Agreement and any and all amendments thereof and supplements thereto for a
description of the terms under which the District’s obligation to pay the Installment Payments, and
the interest thereon, is incurred, the Revenue Obligations 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 Revenue Obligations. All of the terms of the Master Agreement, the Installment Purchase
Agreement and the Trust Agreement are hereby incorporated herein. The Trust Agreement
constitutes a contract among the District, the Corporation and the Trustee for the benefit of the
Owners of the Revenue Obligations, to all the provisions of which the Owner of this Revenue
Obligation, by acceptance hereof, agrees and consents.
The Registered Owner of this Revenue Obligation 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 presentation and surrender of this Revenue Obligation at the
principal corporate trust office of the Trustee in St. Paul, Minnesota (the “Principal Office”), the
Principal Amount specified above, evidencing the Owner’s interest in the Installment Payments
coming due on the Principal Payment Date, and to receive on February 1 and August 1 of each
year, commencing on February 1, 2026 (each an “Interest Payment Date”), interest accrued
thereon at the Interest Rate specified above, computed on the basis of a 360-day year consisting of
twelve 30-day months, until said Principal Amount is paid in full, evidencing the Registered
Owner’s interest in the interest evidenced by the Installment Payments coming due on each of said
dates.
This Revenue Obligation 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 the 15th day of the month next preceding an Interest Payment Date, whether or not
such day is a business day (each such date, a “Record Date”), and on or prior to the following
Interest Payment Date, in which case this Revenue Obligation shall evidence interest from such
Interest Payment Date, or unless such date of execution shall be on or prior to the first Record
Date, in which case this Revenue Obligation shall evidence interest from the Dated Date specified
above. Notwithstanding the foregoing, if, as shown by the records of the Trustee, interest
evidenced by the Revenue Obligations shall be in default, this Revenue Obligation shall evidence
interest from the last Interest Payment Date to which interest has been paid in full or duly provided
for.
Payments of interest evidenced by the Revenue Obligations 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. Payment of
principal and prepayment premium, if any, evidenced by the Revenue Obligations, on their stated
principal payment dates or on prepayment in whole or in part prior thereto, shall be made only
upon presentation and surrender of the Revenue Obligations at the Principal Office. All such
amounts are payable in lawful money of the United States of America.
298889698.4 A-4
The Revenue Obligations are authorized to be executed and delivered in the form of fully
registered certificates in denominations of $5,000 or any integral multiple thereof (“Authorized
Denominations”).
This Revenue Obligation may be transferred or exchanged by the Registered Owner hereof,
in person or by his attorney duly authorized in writing, at the Principal Office, but only in the
manner, subject to the limitations and upon payment of the charges provided in the Trust
Agreement.
The Trustee shall not be required to transfer or exchange any Revenue Obligation during
the period commencing on the date five days before the date of selection of Revenue Obligations
for prepayment and ending on the date of mailing of notice of such prepayment, nor shall the
Trustee be required to transfer or exchange any Revenue Obligation or portion thereof selected for
prepayment from and after the date of mailing the notice of prepayment thereof.
The Trustee may treat the Registered Owner hereof as the absolute owner hereof for all
purposes, whether or not the principal or interest evidenced by this Revenue Obligation 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 Revenue Obligation shall be made only to
such Registered Owner, which payments shall be valid and effectual to satisfy and discharge the
liability evidenced by this Revenue Obligation to the extent of the sum or sums so paid.
The Revenue Obligations are subject to prepayment prior to their stated Principal Payment
Dates in accordance with the Trust Agreement.
To the extent and in the manner permitted by the terms of the Trust Agreement, the Trust
Agreement and the rights and obligations of the Corporation, the District, the Owners and the
Trustee under the Trust Agreement may be amended or supplemented at any time by an
amendment or supplement thereto which shall become binding when the prior written consents of
the Owners of a majority of the aggregate principal evidenced by the Revenue Obligations then
outstanding, exclusive of Revenue Obligations disqualified as provided under the Trust
Agreement, are filed with the Trustee. No such supplement or amendment shall (a) extend the
stated Principal Payment Date of any Revenue Obligation 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 change the prepayment terms and provisions or the provisions regarding delivery of
notice of prepayment without the prior written consent of the Owner of each Revenue Obligation
so affected, (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 Revenue Obligations then outstanding, (c) modify any of the rights or obligations
of the Trustee without the prior written consent of the Trustee, or (d) amend the amendment
provisions of the Trust Agreement without the prior written consent of the Owners of all Revenue
Obligations then outstanding.
To the extent and in the manner permitted by the terms of the Trust Agreement, the Trust
Agreement and the rights and obligations of the Corporation, the District, the Owners and the
Trustee under the Trust Agreement may also be amended or supplemented at any time by an
amendment or supplement thereto which shall become binding upon execution, without the written
298889698.4 A-5
consents of any Owners, but only to the extent permitted by law and only (a) to add to the
agreements, conditions, covenants and terms required by the Corporation or the District to be
observed or performed under the Trust Agreement other agreements, conditions, covenants and
terms thereafter to be observed or performed by the Corporation or the District, or to surrender any
right or power reserved therein to or conferred therein on the Corporation or the District, and which
in either case shall not adversely affect the rights or interests of the Owners, (b) to make such
provisions for the purpose of curing any ambiguity or of correcting, curing or supplementing any
defective provision contained in the Trust Agreement or in regard to questions arising thereunder
which the Corporation or the District may deem desirable or necessary and not inconsistent
therewith or (c) for any other reason, provided such amendment or supplement does not adversely
affect the rights or interests of the Owners.
THE DISTRICT HAS CERTIFIED that all acts, conditions and things required by the
statutes of the State of California and by the Trust Agreement to exist, to have happened and to
have been performed precedent to and in connection with the execution and delivery of this
Revenue Obligation 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 Revenue Obligation.
298889698.4 A-6
IN WITNESS WHEREOF, this Revenue Obligation has been executed by the manual
signature of an authorized signatory of the Trustee as of the date set forth below.
Date: November ___, 2025
U.S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION,
as Trustee
By:
Authorized Officer
298889698.4 A-7
ASSIGNMENT
For value received, the undersigned do(es) hereby sell, assign and transfer unto
___________________________________________ the within-mentioned Revenue Obligation
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 Revenue Obligation in every particular, without alteration
or enlargement or any change whatsoever.
Tax I.D. #: _____________________
Signature Guaranteed: _______________________
Note: Signature(s) must be guaranteed by an eligible
guarantor.
Note: The signature(s) on this Assignment must correspond
with the name(s) as written on the face of the within Revenue
Obligation in every particular without alteration or
enlargement or any change whatsoever.
NRF draft of 8/15/25
299309682.2
$[PAR]
ORANGE COUNTY SANITATION DISTRICT
WASTEWATER REFUNDING REVENUE OBLIGATIONS
SERIES 2025A
[PRICING DATE]
PURCHASE AGREEMENT
Orange County Sanitation District
18480 Bandilier Circle
Fountain Valley, California 92708
Orange County Sanitation District Financing Corporation
c/o Orange County Sanitation District
18480 Bandilier Circle
Fountain Valley, California 92708
Ladies and Gentlemen:
The undersigned, [REPRESENTATIVE] (the “Representative”), on behalf of itself and
[_____] and [_____], as underwriters (together, the “Underwriters”), hereby offers to enter into this
Purchase Agreement (this “Purchase Agreement”) with the Orange County Sanitation District (the
“District ”) and Orange County Sanitation District Financing Corporation (the “Corporation”),
which, upon the District’s and the Corporation’s acceptance hereof, will be binding upon the
District, the Corporation and the Underwriters. This offer is subject to the written acceptance of
this Purchase Agreement by the District and the Corporation and the delivery of such acceptance to
the Underwriters at or prior to 11:59 P.M., Los Angeles time, on the date hereof. This offer is
subject to withdrawal by the Underwriters upon notice delivered to the District at any time prior to
acceptance hereof by the District and the Corporation.
SECTION 1. Upon the terms and conditions and upon the basis of the representations and
warranties set forth herein, the Underwriters, jointly and severally, hereby agree to purchase from
the District for offering to the public, and the District hereby agrees to sell to the Underwriters for
such purpose, all (but not less than all) $[PAR] aggregate principal amount of the Orange County
Sanitation District Wastewater Refunding Revenue Obligations Series 2025A (the “Revenue
Obligations”). The purchase price of the Revenue Obligations shall be $__________ (representing
the principal evidenced by the Revenue Obligations, [plus/less] a [net] original issue
[premium/discount] of $_________ and less Underwriters’ discount of $_________).
SECTION 2. Pursuant to the authorization of the District and the Corporation, the
Underwriters have previously distributed copies of the Preliminary Official Statement dated
[POS DATE], relating to the Revenue Obligations, which, together with the cover page, the
appendices thereto and all information incorporated therein by reference, is herein called the
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299309682.2
“Preliminary Official Statement.” The District and the Corporation confirm that the Preliminary
Official Statement was “deemed final” as of the date thereof, for purposes of Securities and
Exchange Commission Rule 15c2-12 (“Rule 15c2-12”), except for certain information permitted
to be omitted by Rule 15c2-12. By acceptance of this Purchase Agreement, the District and the
Corporation hereby ratify the use by the Underwriters of the Preliminary Official Statement, and
the District and the Corporation agree to execute a final official statement relating to the Revenue
Obligations (the “Official Statement”) which will consist of the Preliminary Official Statement
with only such changes and amendments as are necessary to reflect the sale of the Revenue
Obligations or as otherwise approved by the Underwriters, and the District and the Corporation
agree to provide copies of the Official Statement to the Underwriters as set forth in Section 7
below. The District and the Corporation hereby authorize the Underwriters to use and promptly
distribute, in connection with the offer and sale of the Revenue Obligations, the Preliminary
Official Statement, the Official Statement and any supplement or amendment thereto. The
District and the Corporation further authorize the Underwriters to use and distribute, in
connection with the sale of the Revenue Obligations, this Purchase Agreement and all information
contained herein, all other documents, certificates and statements furnished by or on behalf of the
District and the Corporation to the Underwriters in connection with the transactions contemplated
by this Purchase Agreement. In order to assist the Underwriters in complying with Rule 15c2-
12, the District and the Corporation will provide annual financial information and notices of the
occurrence of specified events pursuant to that certain Continuing Disclosure Agreement, dated
as of November 1, 2025 (the “Continuing Disclosure Agreement”), by and among the District
and Digital Assurance Certification, LLC, as trustee and dissemination agent, a form of which is
contained in the Preliminary Official Statement and Official Statement.
SECTION 3. The Revenue Obligations shall be as described in Schedule I hereto and in
the Official Statement and shall be issued under and pursuant that certain Trust Agreement, dated
as of November 1, 2025 (the “Trust Agreement”), by and between the District and U.S. Bank Trust
Company, National Association, as trustee (the “Trustee”). Pursuant to that certain Installment
Purchase Agreement, dated as of November 1, 2025 (the “Installment Purchase Agreement”), by
and between the District and the Corporation, the District agrees to purchase improvements to its
wastewater system, as described therein, from the Corporation. Capitalized terms used but not
defined in this Purchase Agreement shall have the respective meanings ascribed thereto in the
Trust Agreement or the Installment Purchase Agreement, as applicable.
SECTION 4. A portion of the proceeds of the sale of the Revenue Obligations will be used,
together with other available funds, to prepay all or a portion of the District’s Wastewater
Refunding Revenue Obligations, Series 2016A outstanding in the aggregate principal amount of
$[___] (the “Refunded 2016A Obligations”) The remaining portions of the proceeds of the
Revenue Obligations shall be used to pay certain costs of issuance for the Revenue Obligations,
all as more fully described in the Official Statement.
To provide for the prepayment of the Refunded 2016A Obligations, a portion of the
proceeds of the sale of the Revenue Obligations, together with other available funds, will be
deposited into the escrow fund created under that certain Escrow Agreement, dated as of
November 1, 2025 (the “Escrow Agreement”), by and between the District and U.S. Bank Trust
Company, National Association, as escrow agent and trustee for the Refunded 2016A Obligations
(the “Escrow Agent”).
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299309682.2
SECTION 5. The Trust Agreement, the Installment Purchase Agreement and the Master
Agreement for District Obligations, dated as of August 1, 2000 (the “Master Agreement”), by and
between the District and the Corporation, are hereinafter sometimes collectively referred to as the
“Corporation Documents.” The Trust Agreement, the Installment Purchase Agreement, the
Continuing Disclosure Agreement, the Escrow Agreement and the Master Agreement, are
hereinafter sometimes collectively referred to as the “District Documents.”
SECTION 6. The Underwriters intend to make an initial public offering of all the Revenue
Obligations at not in excess of the respective initial public offering prices (or yields) set forth in
Schedule I hereto and on the inside cover page of the Official Statement. The Underwriters reserve
the right to change such initial offering prices (or yields) as the Underwriters shall deem necessary
in connection with the marketing of the Revenue Obligations (but in all cases subject to the
provisions of Section 9 hereof) and to offer and sell the Revenue Obligations to certain dealers
(including dealers depositing such Revenue Obligations into investment trusts) and others at prices
(or yields) lower than the initial offering prices set forth on the inside cover page of the Official
Statement (but in all cases subject to the provisions of Section 9 hereof).
SECTION 7. The District will deliver to the Underwriters, within the earlier of seven (7)
business days after the date of this Purchase Agreement or two (2) business days prior to the
Closing Date and in sufficient time to accompany any confirmation requesting payment from any
customers of the Underwriters, copies of the Official Statement (in a “designated electronic
format,” as defined in MSRB Rule G-32) in final form and any amendment or supplement thereto
in such quantities as the Underwriters may reasonably request in order to comply with their
obligations pursuant to the rules of the Municipal Securities Rulemaking Board and Rule 15c2-12.
As soon as practicable following receipt thereof from the District, the Underwriters shall deliver
the Official Statement to the Municipal Securities Rulemaking Board, through its EMMA system.
SECTION 8. At [8:00] A.M., Los Angeles time, on [CLOSING DATE] or at such other
time or on such other business day as shall have been mutually agreed upon by the District and the
Underwriters (the “Closing Date”), the District will deliver at the direction of the Underwriters the
Revenue Obligations in fully registered book-entry form, duly executed and registered in the name
of Cede & Co., as nominee of The Depository Trust Company, and, subject to the terms and
conditions of this Purchase Agreement, the Underwriters will accept such delivery and pay the
purchase price of the Revenue Obligations as set forth in Section 1 of this Purchase Agreement by
Federal Reserve wire of immediately available funds payable to the order of the District. Such
delivery of and payment for the Revenue Obligations is referred to herein as the “Closing.” The
Revenue Obligations shall be made available for inspection by the Underwriters at least one
business day before the Closing.
SECTION 9: Establishment of the Issue Price.
(a) The Representative, on behalf of the Underwriters, agrees to assist the District in
establishing the issue price of the Revenue Obligations and shall execute and deliver to the District
at Closing an “issue price” or similar certificate, together with the supporting pricing wires or
equivalent communications, substantially in the form attached hereto as Exhibit C, with such
modifications as may be appropriate or necessary, in the reasonable judgment of the
4
299309682.2
Representative, the District and Special Counsel, to accurately reflect, as applicable, the sales price
or prices or the initial offering price or prices to the public of the Revenue Obligations.
(b) [Except as otherwise set forth in Schedule A to Exhibit C attached hereto,] the
District will treat the first price at which 10% of each maturity of the Revenue Obligations (the
“10% test”) is sold to the public as the issue price of that maturity (if different interest rates apply
within a maturity, each separate CUSIP number within that maturity will be subject to the 10%
test). At or promptly after the execution of this Purchase Agreement, the Representative shall
report to the District the price or prices at which the Underwriters have sold to the public each
maturity of Revenue Obligations. [If at that time the 10% test has not been satisfied as to any
maturity of the Revenue Obligations, the Representative agrees to promptly report to the District
the prices at which Revenue Obligations of that maturity have been sold by the Underwriters to
the public. That reporting obligation shall continue, whether or not the Closing Date has occurred,
until either (i) all Revenue Obligations of that maturity have been sold or (ii) the 10% test has been
satisfied as to the Revenue Obligations of that maturity, provided that, the Underwriters’ reporting
obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request
of the Representative, the District or Special Counsel.] For purposes of this Section, if Revenue
Obligations mature on the same date but have different interest rates, each separate CUSIP number
within that maturity will be treated as a separate maturity of the Revenue Obligations.
(c) The Representative confirms that the Underwriters have offered the Revenue
Obligations to the public on or before the date of this Purchase Agreement at the offering price or
prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Schedule A
to Exhibit C attached hereto, except as otherwise set forth therein. Schedule A to Exhibit C also
sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Revenue
Obligations for which the 10% test has not been satisfied and for which the District and the
Representative, on behalf of the Underwriters, agrees that the restrictions set forth in the next
sentence shall apply, which will allow the District to treat the initial offering price to the public of
each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-
price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the
Revenue Obligations, the Underwriters will neither offer nor sell unsold Revenue Obligations of
that maturity to any person at a price that is higher than the initial offering price to the public
during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriters have sold at least 10% of that maturity of the
Revenue Obligations to the public at a price that is no higher than the initial offering price to the
public.
The Representative will advise the District promptly after the close of the fifth (5th) business day
after the sale date whether it has sold 10% of that maturity of the Revenue Obligations to the public
at a price that is no higher than the initial offering price to the public.
(d) The Representative confirms that:
5
299309682.2
(i) any agreement among underwriters, any selling group agreement and each
third-party distribution agreement (to which the Representative is a party) relating to the
initial sale of the Revenue Obligations to the public, together with the related pricing wires,
contains or will contain language obligating each underwriter, each dealer who is a member
of the selling group and each broker-dealer that is a party to such third-party distribution
agreement, as applicable:
(A)(1) to report the prices at which it sells to the public the unsold Revenue
Obligations of each maturity allocated to it, whether or not the Closing Date has
occurred, until either all Revenue Obligations of that maturity allocated to it have
been sold or it is notified by the Representative that the 10% test has been satisfied
as to the Revenue Obligations of that maturity, provided that, the reporting
obligation after the Closing Date may be at reasonable periodic intervals or
otherwise upon request of the Representative, and (2) to comply with the hold-the-
offering-price rule, if applicable, if and for so long as directed by the Representative
and as set forth in the related pricing wires,
(B) to promptly notify the Representative of any sales of Revenue
Obligations that, to its knowledge, are made to a purchaser who is a related party
to an underwriter participating in the initial sale of the Revenue Obligations to the
public (each such term being used as defined below), and
(C) to acknowledge that, unless otherwise advised by the underwriter,
dealer or broker-dealer, the Representative shall assume that each order submitted
by the underwriter, dealer or broker-dealer is a sale to the public.
(ii) any agreement among underwriters or selling group agreement relating to
the initial sale of the Revenue Obligations to the public, together with the related pricing
wires, contains or will contain language obligating each underwriter or dealer that is a party
to a third-party distribution agreement to be employed in connection with the initial sale of
the Revenue Obligations to the public to require each broker-dealer that is a party to such
third-party distribution agreement to (A) report the prices at which it sells to the public the
unsold Revenue Obligations of each maturity allocated to it, whether or not the Closing
Date has occurred, until either all Revenue Obligations of that maturity allocated to it have
been sold or it is notified by the Representative or such underwriter or dealer that the 10%
test has been satisfied as to the Revenue Obligations of that maturity, provided that, the
reporting obligation after the Closing Date may be at reasonable periodic intervals or
otherwise upon request of the Representative or such underwriter or dealer, and (B) comply
with the hold-the-offering-price rule, if applicable, if and for so long as directed by the
Representative or the underwriter or the dealer and as set forth in the related pricing wires.
(e) The District acknowledges that, in making the representations set forth in this
section, the Representative will rely on (i) the agreement of each underwriter to comply with the
requirements for establishing issue price of the Revenue Obligations, including, but not limited to,
its agreement to comply with the hold-the-offering-price rule, if applicable to the Revenue
Obligations, as set forth in an agreement among underwriters and the related pricing wires, (ii) in
the event a selling group has been created in connection with the initial sale of the Revenue
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299309682.2
Obligations to the public, the agreement of each dealer who is a member of the selling group to
comply with the requirements for establishing issue price of the Revenue Obligations, including,
but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to
the Revenue Obligations, as set forth in a selling group agreement and the related pricing wires,
and (iii) in the event that an underwriter or dealer who is a member of the selling group is a party
to a third-party distribution agreement that was employed in connection with the initial sale of the
Revenue Obligations to the public, the agreement of each broker-dealer that is a party to such
agreement to comply with the requirements for establishing issue price of the Revenue
Obligations, including, but not limited to, its agreement to comply with the hold-the-offering-price
rule, if applicable to the Revenue Obligations, as set forth in the third-party distribution agreement
and the related pricing wires. The District further acknowledges that each underwriter shall be
solely liable for its failure to comply with its agreement regarding the requirements for establishing
issue price of the Revenue Obligations, including, but not limited to, its agreement to comply with
the hold-the-offering-price rule, if applicable to the Revenue Obligations, and that no underwriter
shall be liable for the failure of any other underwriter, or of any dealer who is a member of a selling
group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply
with its corresponding agreement to comply with the requirements for establishing issue price of
the Revenue Obligations, including, but not limited to, its agreement to comply with the hold-the-
offering-price rule, if applicable to the Revenue Obligations.
(f) The Representative acknowledges that sales of any Revenue Obligations to any
person that is a related party to an underwriter participating in the initial sale of the Revenue
Obligations to the public (each such term being used as defined below) shall not constitute sales
to the public for purposes of this section. Further, for purposes of this section:
(i) “public” means any person other than an underwriter or a related party to
an underwriter,
(ii) “underwriter” means (A) any person that agrees pursuant to a written
contract with the District (or with the lead underwriter to form an underwriting syndicate)
to participate in the initial sale of the Revenue Obligations to the public and (B) any person
that agrees pursuant to a written contract directly or indirectly with a person described in
clause (A) to participate in the initial sale of the Revenue Obligations to the public
(including a member of a selling group or a party to a third-party distribution agreement
participating in the initial sale of the Revenue Obligations to the public),
(iii) a purchaser of any of the Revenue Obligations is a “related party” to an
underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (A)
more than 50% common ownership of the voting power or the total value of their stock, if
both entities are corporations (including direct ownership by one corporation of another),
(B) more than 50% common ownership of their capital interests or profits interests, if both
entities are partnerships (including direct ownership by one partnership of another), or (C)
more than 50% common ownership of the value of the outstanding stock of the corporation
or the capital interests or profit interests of the partnership, as applicable, if one entity is a
corporation and the other entity is a partnership (including direct ownership of the
applicable stock or interests by one entity of the other), and
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299309682.2
(iv) “sale date” means the date of execution of this Purchase Agreement by all parties.
SECTION 10. The Corporation represents, warrants and covenants to the Underwriters
that:
(A) The Corporation is validly existing as a nonprofit public benefit corporation
under the laws of the State of California, with the legal right and power to execute, deliver
and perform its obligations under this Purchase Agreement, the Corporation Documents
and the Revenue Obligations.
(B) (i) At or prior to the Closing, the Corporation will have taken all actions
required to be taken by it to authorize the execution and delivery of the Revenue
Obligations and the performance of its obligations under the Corporation Documents; (ii)
the Corporation has, and at the Closing Date will have, full legal right, power and authority
to enter into this Purchase Agreement and the Corporation Documents and to perform its
obligations thereunder as provided herein and therein; at or prior to the Closing, the
execution and delivery of, and the performance by the Corporation of its obligations
contained in, the Corporation Documents and this Purchase Agreement shall have been
duly authorized; (iii) each of the Corporation Documents, when entered into will have been,
and this Purchase Agreement has been, duly executed and delivered and will constitute or
constitutes, as the case may be, a valid and legally binding obligation of the Corporation
enforceable in accordance with its terms, except as the enforcement thereof may be limited
by bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights
generally and by the application of equitable principles if equitable remedies are sought;
and (iv) the Corporation has duly authorized the consummation by it of all transactions
contemplated by this Purchase Agreement, the Revenue Obligations and the Corporation
Documents, and the resolutions authorizing such transactions have been duly adopted at
meetings of the Commission of the Corporation and have not been amended, supplemented
or repealed and are in full force and effect as of the Closing Date.
(C) [Reserved.]
(D) To the best of its knowledge, all approvals, consents and actions of the
Commission of the Corporation which would constitute a condition precedent to the
performance by the Corporation of its obligations hereunder and under the Corporation
Documents have been obtained or taken and are in full force and effect. To the best of its
knowledge, no other authorization, consent or approval of, or filing or registration with,
any Governmental Authority (as defined below) or court is, or under existing requirements
of law will be, necessary for the valid execution, delivery or performance by the
Corporation of this Purchase Agreement or the Corporation Documents, other than any
authorization, consent, approval, filing or registration as may be required under the Blue
Sky or securities laws of any state in connection with the offering, sale or issuance of the
Revenue Obligations. To the best of its knowledge, all authorizations, consents or
approvals of, or filings or registrations with any Governmental Authority or court necessary
for the valid issuance of, and performance by the Corporation of its obligations under, this
Purchase Agreement and the Corporation Documents will have been duly obtained or made
prior to the delivery of the Revenue Obligations. As used herein, the term “Governmental
8
299309682.2
Corporation” refers to any legislative body or governmental official, department,
commission, board, bureau, agency, instrumentality, body or public benefit corporation.
(E) To the best of its knowledge, the execution and delivery of this Purchase
Agreement and the Corporation Documents, and compliance with the provisions of each
of those documents, will not conflict with or constitute a breach of or default under any
law, regulation, court order or decree, consent, resolution or agreement to which the
Corporation is subject to or by which it is bound which would have a material adverse
impact on the transactions contemplated herein or therein.
(F) No litigation is pending (notice of which has been properly served on the
Corporation) or, to the knowledge of the Corporation, threatened in any court (i) in any
way questioning the existence of the Corporation or any title of any officer of the
Corporation to his or her office; (ii) seeking to restrain or enjoin the execution or delivery
of any of the Revenue Obligations, or in any way contesting or affecting the validity of the
Revenue Obligations, the Corporation Documents or this Purchase Agreement, or except
as described in the Preliminary Official Statement and the Official Statement, materially
affecting payment of the Revenue Obligations, or contesting the powers of the Corporation
or any authority for the issuance of the Revenue Obligations; or (iii) except as described in
the Preliminary Official Statement and the Official Statement, which could have a material
adverse impact upon the financial condition of the Corporation.
(G) The Revenue Obligations will be executed and delivered in accordance
with the Trust Agreement and will conform in all material respects to the descriptions
thereof contained in the Preliminary Official Statement and the Official Statement.
(H) Any certificate signed by any official or other representative of the
Corporation and delivered to the Underwriters pursuant to this Purchase Agreement shall
be deemed a representation and warranty by the Corporation to the Underwriters as to the
truth of the statements therein made.
(I) Other than in the ordinary course of its business or as contemplated by the
Preliminary Official Statement and the Official Statement, between the date of this
Purchase Agreement and the Closing Date the Corporation will not, without the prior
written consent of the Underwriters, offer or issue any certificates, bonds, notes or other
obligations for borrowed money or incur any material liabilities, direct or contingent,
payable from or secured by a pledge of the Net Revenues.
(J) The District will furnish such information, execute such instruments and
take such other action in cooperation with the Underwriters as the Underwriters may
reasonably request in order (i) to qualify the Revenue Obligations for offer and sale under
the Blue Sky or other securities laws and regulations of such states and other jurisdictions
of the United States as the Underwriters may designate and (ii) to determine the eligibility
of the Revenue Obligations for investment under the laws of such states and other
jurisdictions, and will use its best efforts to continue such qualifications in effect so long
as required for the distribution of the Revenue Obligations; provided, however, that the
Corporation shall not be required to execute a general consent to service of process or
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299309682.2
qualify to do business in connection with any such qualification or determination in any
jurisdiction.
(K) The Preliminary Official Statement did not, on the date thereof and through
the period up to the execution of this Purchase Agreement, contain any untrue statement of
a material fact or omit to state a material fact (other than information permitted to be
omitted pursuant to Rule 15c2-12) necessary to make the statements made therein, in the
light of the circumstances under which they were made, not misleading.
(L) At the time of the Corporation’s acceptance of this Purchase Agreement,
the Official Statement does not, and on the Closing Date the Official Statement will not,
contain any untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were or are made, not misleading.
(M) If the Official Statement is supplemented or amended pursuant to paragraph
(N) of this Section 10, at the time of each supplement or amendment thereto, the Official
Statement as so supplemented or amended will not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they were made,
not misleading.
(N) If between the date of this Purchase Agreement and the date which is 25
days following the end of the underwriting period for the Revenue Obligations (as
determined in accordance with Section 16 hereof) any event occurs of which the
Corporation has knowledge, which might or would cause the Official Statement, as then
supplemented or amended, to contain any untrue statement of a material fact or to omit to
state a material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading, the
Corporation shall notify the Representative thereof, and if in the opinion of the
Representative such event requires the preparation and publication of a supplement or
amendment to the Official Statement, the Corporation will at its expense supplement or
amend the Official Statement in a form and in a manner approved by the Representative.
(O) Except as disclosed in the Preliminary Official Statement and the Official
Statement, during the last five years, the Corporation has not failed to materially comply
with any previous undertaking relating to continuing disclosure of information pursuant to
Rule 15c2-12.
SECTION 11. The District represents, warrants and covenants to the Underwriters that:
(A) The District is a county sanitation district duly created and validly existing
under the laws of the State of California and has all necessary power and authority to enter
into and perform its duties under the District Documents and, when executed and delivered
by the other parties thereto and hereto, the District Documents will each constitute the
legal, valid and binding obligation of the District enforceable in accordance with their
respective terms, except as the enforcement thereof may be limited by bankruptcy,
10
299309682.2
insolvency or other laws affecting the enforcement of creditors’ rights generally and by
the application of equitable principles if equitable remedies are sought.
(B) (i) The District has, and at the Closing Date will have, full legal right, power
and authority to enter into the District Documents to perform its obligations hereunder and
thereunder as provided herein and therein; at or prior to the Closing, the execution and
delivery of, and the performance by the District of its obligations contained in, the District
Documents shall have been duly authorized; (ii) the Installment Purchase Agreement, when
entered into will have been, and this Purchase Agreement has been, duly executed and
delivered and each will constitute or constitutes, as the case may be, a valid and legally
binding obligation of the District enforceable in accordance with its respective terms,
except as the enforcement thereof may be limited by bankruptcy, insolvency or other laws
affecting the enforcement of creditors’ rights generally and by the application of equitable
principles if equitable remedies are sought; (iii) upon the authentication and delivery of the
Installment Purchase Agreement, the Master Agreement and the Installment Purchase
Agreement will provide the legally valid and binding pledge of, charge and lien on Net
Revenues it purports to create, subject only to the provisions of the Master Agreement and
the Installment Purchase Agreement permitting the application thereof on the terms and
conditions set forth in the Master Agreement and the Installment Purchase Agreement; and
(iv) the District has duly authorized the consummation by it of all transactions
contemplated by the District Documents, and the resolution authorizing such transactions
has been duly adopted at a meeting of the Board of Directors of the District and has not
been amended, supplemented or repealed and is in full force and effect as of the Closing
Date.
(C) To the best of its knowledge, all approvals, consents and actions of the
Board of Directors of the District which would constitute a condition precedent to the
performance by the District of its obligations under the District Documents have been
obtained or taken and are in full force and effect. To the best of its knowledge, no other
authorization, consent or approval of, or filing or registration with, any Governmental
Authority or court is, or under existing requirements of law, will be, necessary for the valid
execution, delivery or performance by the District of the District Documents.
(D) To the best of its knowledge, the execution and delivery of the District
Documents, and compliance with the provisions hereof and thereof, will not conflict with
or constitute a breach of or default under any law, regulation, court order or decree, consent,
resolution or agreement to which the District is subject to or by which it is bound which
would have a material adverse impact on the transactions contemplated herein or therein.
(E) No litigation is pending (notice of which has been properly served on the
District) or, to the knowledge of the District, threatened in any court (i) in any way
questioning the existence of the District or the titles of the officers of the District to their
respective offices; (ii) contesting or affecting the validity of the District Documents, or
payment of any obligations of the District; or (iii) which could have a material adverse
impact upon the financial condition of the District.
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299309682.2
(F) Any certificate signed by any official or other representative of the District
and delivered to the Representative pursuant to this Purchase Agreement shall be deemed
a representation and warranty by the District to the Underwriters as to the truth of the
statements therein made.
(G) Other than in the ordinary course of its business or as contemplated by the
Preliminary Official Statement and the Official Statement, between the date of this
Purchase Agreement and the Closing Date the District will not, without the prior written
consent of the Representative, offer or issue any certificates, bonds, notes or other
obligations for borrowed money or incur any material liabilities, direct or contingent,
payable from or secured by a pledge of Net Revenues.
(H) The District will furnish such information, execute such instruments and
take such other action in cooperation with the Representative as the Representative may
reasonably request in order (i) to qualify the Revenue Obligations for offer and sale under
the Blue Sky or other securities laws and regulations of such states and other jurisdictions
of the United States as the Representative may designate and (ii) to determine the eligibility
of the Revenue Obligations for investment under the laws of such states and other
jurisdictions, and will use its best efforts to continue such qualifications in effect so long
as required for the distribution of the Revenue Obligations; provided, however, that the
District shall not be required to execute a general consent to service of process or qualify
to do business in connection with any such qualification or determination in any
jurisdiction.
(I) The portions of the Preliminary Official Statement relating to the District or
its obligations under the District Documents did not, on the date thereof and through the
period up to the execution of this Purchase Agreement, contain any untrue statement of a
material fact or omit to state a material fact (other than information permitted to be omitted
pursuant to Rule 15c2-12) necessary to make the statements made therein, in the light of
the circumstances under which they were made, not misleading.
(J) At the time of the District’s acceptance hereof, the portions of the Official
Statement relating to the District or its obligations under the District Documents do not
contain any untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were or are made, not misleading.
(K) If the Official Statement is supplemented or amended pursuant to
paragraph (L) of this Section 10, at the time of each supplement or amendment thereto, the
Official Statement as so supplemented or amended will not contain any untrue statement
of a material fact or omit to state a material fact relating to the District required to be stated
therein or necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading.
(L) If between the date of this Purchase Agreement and the date which is 25
days following the end of the underwriting period for the Revenue Obligations (as
determined in accordance with Section 15 hereof) any event shall occur of which the
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299309682.2
District has knowledge, which might or would cause the Official Statement, as then
supplemented or amended, to contain any untrue statement of a material fact or to omit to
state a material fact relating to the District required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they were made,
not misleading, the District shall notify the District and the Representative thereof, and if
in the opinion of the Representative such event requires the preparation and publication
of a supplement or amendment to the Official Statement, the District will cooperate with
the District in supplementing or amending the Official Statement (at the expense of the
District) in a form and in a manner approved by the Representative.
(L) The financial information regarding the District contained in the
Preliminary Official Statement and the Official Statement fairly presents the financial
position and results of the operations of the District as of the dates and for the periods
therein set forth, and, to the best of the District’s knowledge, the financial information of
the District has been determined on a basis substantially consistent with the audited
financial statements of the Orange County Sanitation District included in the Preliminary
Official Statement and the Official Statement.
SECTION 12. The Representative has entered into this Purchase Agreement in reliance
upon the representations and warranties of the District and the Corporation contained herein, and
the performance by the District and the Corporation of their obligations hereunder, both as of the
date hereof and as of the Closing Date. The Underwriters’ obligations under this Purchase
Agreement are and shall be subject to the following further conditions:
(A) The representations and warranties of the District and the Corporation
contained herein shall be true, complete and correct in all material respects on the date
hereof and at and as of the Closing Date, as if made at and as of the Closing Date, and the
statements made in all certificates and other documents delivered to the Representative at
the Closing pursuant hereto shall be true, complete and correct in all material respects at
and as of the Closing Date; the District and the Corporation shall be in compliance with
each of the agreements made by them in this Purchase Agreement (unless such agreements
are waived by the Underwriters); and there shall not have occurred an adverse change in
the financial position, results of operations or financial condition the District or the
Corporation which materially adversely affects the ability of the District to make any 2025
Installment Payment under the Installment Purchase Agreement or the ability of the District
to pay principal of and interest on the Revenue Obligations when due or to otherwise
perform any of its obligations under the Trust Agreement or the Installment Purchase
Agreement.
(B) At the time of the Closing, the Official Statement, the Corporation
Documents, and this Purchase Agreement shall be in full force and effect, and shall not
have been amended, modified or supplemented (except as may be agreed to in writing by
the Representative); all actions which, in the opinion of Special Counsel, shall be necessary
in connection with the transactions contemplated hereby and thereby shall have been duly
taken and shall be in full force and effect; and the District and the Corporation shall perform
or have performed their obligations required under or specified in this Purchase Agreement,
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299309682.2
the Official Statement and the Corporation Documents to be performed at or prior to the
Closing.
(C) At the time of the Closing, the Official Statement (including any
amendment or supplement) shall be true and correct in all material respects, and shall not
contain an untrue statement of a material fact or omit any statement or information
necessary to make the statements therein, in the light of the circumstances under which
they were made, not misleading.
(D) Except as disclosed in the Preliminary Official Statement and the Official
Statement, no decision, ruling or finding shall have been entered by any court or
Governmental Authority since the date of this Purchase Agreement (and not reversed on
appeal or otherwise set aside) which has any of the effects described in Section 12(F)
hereof.
(E) (i) No default by the District and the Corporation shall have occurred and
be continuing in the payment of the principal of or premium, if any, or interest on any bond,
note or other evidence of indebtedness issued by the District and the Corporation and (ii)
no bankruptcy, insolvency or other similar proceeding in respect of the District and the
Corporation shall be pending or, to the knowledge of the District and the Corporation,
contemplated.
(F) The Representative may terminate this Purchase Agreement by notification
to the District if at any time after the date hereof and prior to the Closing:
(i) An amendment to the Constitution of the United States or the State
of California shall have been passed or legislation shall have been introduced in or
enacted by the Congress of the United States or the legislature of the State of
California or legislation pending in the Congress of the United States shall have
been amended or legislation shall have been recommended to the Congress of the
United States or otherwise endorsed for passage (by press release, other form of
notice or otherwise) by the President of the United States, the Treasury Department
of the United States, the Internal Revenue Service or the Chairman, or legislation
shall have been favorably reported for passage to either House of the Congress of
the United States by a Committee of such House to which such legislation has been
referred for consideration, or a decision shall have been rendered by a court of the
United States or of the State of California or the Tax Court of the United States, or
a ruling shall have been made or a regulation or temporary regulation shall have
been proposed or made or any other release or announcement shall have been made
by the Treasury Department of the United States, the Internal Revenue Service or
the State of California, with respect to federal or State of California taxation upon
revenues or other income of the general character to be derived by the District and
the Corporation or upon interest received on obligations of the general character of
the Revenue Obligations which, in the judgment of the Underwriters, may have the
purpose or effect, directly or, indirectly, of affecting the tax status of the District
and the Corporation, their property or income, their securities (including the
Revenue Obligations) or the interest thereon; or
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(ii) legislation shall have been introduced in or enacted (or resolution
passed) by the Congress or an order, decree or injunction issued by any court of
competent jurisdiction, or an order, ruling, regulation (final, temporary or
proposed), press release or other form of notice issued or made by or on behalf of
the Securities and Exchange Commission, or any other governmental agency
having jurisdiction of the subject matter, to the effect that obligations of the
general character of the Revenue Obligations, including any or all underlying
arrangements are not exempt from registration under or other requirements of the
Securities Act of 1933, as amended, or that the Trust Agreement is not exempt
from qualification under or other requirements of the Trust Indenture Act of 1939,
as amended, or that the issuance, offering or sale of obligations of the general
character of the Revenue Obligations, including any or all underlying
arrangements, as contemplated hereby or by the Official Statement or otherwise
is or would be in violation of the federal securities laws as amended and then in
effect; or
(iii) there shall have been introduced, proposed or enacted any
amendment to the Federal or California Constitution or any action by any Federal
or California court, legislative body, regulatory body or other authority materially
adversely affecting the tax status of the District or the Corporation, their property,
income, securities (or interest thereon), the validity or enforceability of the
Installment Purchase Agreement or the Revenue Obligations, or the ability of the
District to execute the Installment Purchase Agreement as contemplated by the
Official Statement; or
(iv) there shall have occurred any outbreak or escalation of hostilities or
national or international calamity, emergency or crises, the effect of which on the
financial markets of the United States of America, in the reasonable judgment of
the Representative, is to materially and adversely affect (A) the market price or the
marketability of the Revenue Obligations, or (B) the ability of the Underwriters to
enforce contracts for the sale of the Revenue Obligations; or
(v) (i) trading of any securities representing direct obligations of the
District or the Corporation shall have been suspended on any exchange or in any
over-the-counter market, or (ii) minimum or maximum prices for trading shall have
been fixed and be in force, or maximum ranges for prices for securities shall have
been required and be in force on any such exchange, whether by virtue of
determination by that exchange or by order of the Securities and Exchange
Commission or any other governmental authority having jurisdiction, or (iii) a
general banking moratorium by Federal, New York or California authorities or a
general suspension of trading on any national securities exchange shall have been
declared or a material disruption in commercial banking or securities settlement or
clearances services affecting the Revenue Obligations shall have occurred, which,
either singly or together with any other such event, makes it, in the reasonable
judgment of the Representative, impracticable to market the Revenue Obligations
on the terms and in the manner contemplated by the Official Statement, including
any supplements or amendments thereto;
15
299309682.2
(vi) the New York Stock Exchange or other national securities
exchange, or any governmental authority shall have: (i) imposed additional
material restrictions not in force as of the date hereof with respect to trading in the
Revenue Obligations, which makes it, in the reasonable judgment of the
Representative, impracticable to market the Revenue Obligations on the terms and
in the manner contemplated in the Official Statement, including any supplements
or amendments thereto; or (ii) imposed materially increased restrictions (as
compared to those now in force) with respect to the extension of credit by or the
charge to the net capital requirements of underwriters or broker-dealers; or
(vii) there shall have occurred a material adverse change in the financial
position, results of operations or financial condition of the District and the
Corporation which in the reasonable opinion of the Representative (after
consultation with, and receipt of advice from the District) materially adversely
affects the market for the Revenue Obligations; or
(viii) any event occurring, or information becoming known which, in the
judgment of the Representative, makes untrue in any material respect any statement
or information contained in the Preliminary Official Statement or in the Official
Statement, or has the effect that the Preliminary Official Statement or the Official
Statement contains any untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading and, in either such event, the District and the Corporation refuse to
permit the Official Statement to be supplemented to supply such statement or
information, or the effect of the Official Statement as so supplemented is to
materially adversely affect the market price or marketability of the Revenue
Obligations or the ability of the Underwriters to enforce contracts for the sale of the
Revenue Obligations; or
(ix) any rating of the Revenue Obligations shall have been downgraded,
suspended or withdrawn by a national rating service, or there shall have been any
official statement as to a possible downgrading (such as being placed on “credit
watch” or “negative outlook” or any similar qualification).
(G) At or prior to the Closing, the Representative shall receive the following
documents:
(i) The opinion of Special Counsel, dated the Closing Date, in
substantially the form included in the Official Statement as Appendix F, addressed
to the District and the Underwriters (or accompanied by a reliance letter to the
Underwriters);
(ii) a supplemental opinion of Special Counsel, in form and substance
satisfactory to the Underwriters, dated the Closing Date, addressed to the
Underwriters, to the effect that:
16
299309682.2
(1) the Revenue Obligations are exempt from registration
pursuant to the Securities Act of 1933, as amended, and the Trust
Agreement is exempt from qualification as an indenture pursuant to the
Trust Indenture Act of 1939, as amended; and
(2) the statements in the Official Statement under the captions
“THE REVENUE OBLIGATIONS” (excluding the information relating to
The Depository Trust Company and the book-entry only system),
“SECURITY AND SOURCES OF PAYMENT FOR THE REVENUE
OBLIGATIONS,” “TAX MATTERS,” and “APPENDIX C - SUMMARY
OF CERTAIN LEGAL DOCUMENTS,” excluding any material that may
be treated as included under such captions and Appendix C by cross-
reference or reference to other documents or sources insofar as such
statements purport to summarize certain provisions of the Trust Agreement
and the Installment Purchase Agreement and the form and content of
Special Counsel’s final opinion are accurate in all material respects;
(iii) an opinion of Norton Rose Fulbright US LLP, Disclosure Counsel,
addressed to the District and the Underwriters substantially in the form set forth in
Exhibit B;
(iv) an opinion of the General Counsel for the District and the
Corporation, dated the Closing Date, addressed to the Underwriters substantially in
the form set forth in Exhibit A;
(v) an opinion of Norton Rose Fulbright US LLP, Counsel for the
Underwriters, dated the Closing Date, addressed to the Underwriters, to the effect
that:
(1) the Revenue Obligations are exempt from registration
pursuant to the Securities Act of 1933, as amended, and the Trust
Agreement is exempt from qualification as an indenture pursuant to the
Trust Indenture Act of 1939, as amended;
(2) assuming the due authorization, execution and delivery of
the Continuing Disclosure Agreement and the enforceability thereof, the
Continuing Disclosure Agreement satisfies section (b)(5)(i) of Rule 15c2-
12 of the Securities Exchange Act of 1934, as amended; and
(3) based upon an examination which they have made, and
without having undertaken to determine independently the accuracy or
completeness of the statements contained in the Preliminary Official
Statement and the Official Statement, nothing has come to their attention
which would lead them to believe that the Preliminary Official Statement,
as of its date and as of the date hereof, and the Official Statement as of its
date and as of Closing (except for any financial, statistical or economic data
or forecasts, number, charts, tables, graphs, estimates, projections,
17
299309682.2
assumptions or expressions of opinion contained in the Official Statement,
the information in the Appendices to the Official Statement, or any
information about book-entry or The Depository Trust Company included
therein, and, with respect to the Preliminary Official Statement, information
permitted to be omitted therefrom pursuant to Rule 15c2-12 of the Securities
Exchange Act of 1934, as amended, as to which no opinion or view is
expressed) contained or contains an untrue statement of a material fact or
omitted or omits to state a material fact necessary to make the statements
therein, in light of the circumstances under which they were made, no
misleading;
(vi) a certificate of an authorized officer of the Trustee and Escrow
Agent, dated the Closing Date, to the effect that (1) to the best of such officer’s
knowledge, the representations and agreements of the Trustee in the Trust
Agreement and of the Escrow Agent in the Escrow Agreement are true and correct
as of the date of Closing; (2) the Trust Agreement and the Escrow Agreement have
been duly authorized, executed and delivered by the Trustee and the Escrow Agent,
as applicable, and, assuming due execution by the other parties thereto, are
enforceable against the Trustee and the Escrow Agent, as applicable, in accordance
with their terms; (3) the Revenue Obligations have been duly authenticated and
delivered in accordance with the Trust Agreement; and (4) no litigation is pending
or, to such officer’s knowledge, threatened (either in state or federal courts) in any
way contesting or affecting any authority of the Trustee or the Escrow Agent for or
in connection with its performance of the Trust Agreement or the Escrow
Agreement, as applicable;
(vii) the opinion of counsel to the Trustee and Escrow Agent, dated the
Closing Date, addressed to the Underwriters and the District, to the effect that: (1)
the Trustee and Escrow Agent is a banking corporation duly organized and validly
existing under the laws of the State of California having full power and being
qualified to enter, accept and administer the trusts created under the Trust
Agreement and the Escrow Agreement, and to execute and deliver the Revenue
Obligations; (2) the Revenue Obligations have been duly executed and delivered
by the Trustee in accordance with the Trust Agreement; (3) the Trust Agreement
and the Escrow Agreement have each been duly authorized and delivered by the
Trustee or the Escrow Agent, as applicable, and constitute the valid and binding
obligations of the Trustee and the Escrow Agent, as applicable, in accordance with
their terms, except to the extent enforceability thereof may be limited by
bankruptcy, insolvency, or other laws affecting creditors’ rights generally and by
the application of equitable principles if equitable remedies are sought; and (4) no
consent, approval, authorization or order of any court, regulatory authority or
governmental body, except such as has been obtained, is required for the valid
authorization, execution and delivery of the Trust Agreement, the Escrow
Agreement or the execution and delivery of the Revenue Obligations by the Trustee
or the Escrow Agent, as applicable;
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299309682.2
(viii) a certificate or certificates, signed by a duly authorized official of
the Corporation, in form and substance satisfactory to the Representative, dated
the Closing Date, to the effect that, to her or his best knowledge:
(1) the representations and warranties of the Corporation
contained in this Purchase Agreement are true and correct in all material
respects on and as of the Closing Date with the same effect as if made on
the Closing Date;
(2) no litigation is pending (notice of which has been properly
served on the Corporation) or, to the knowledge of the Corporation,
threatened (a) to restrain or enjoin the execution or delivery of any of the
Revenue Obligations, (b) in any way contesting the Revenue Obligations,
the Corporation Documents or this Purchase Agreement or the adoption of
the resolution of the Corporation authorizing the issuance of the Revenue
Obligations and the execution, delivery and performance of the Corporation
Documents or this Purchase Agreement, or (c) which may result in any
material adverse change in the business, properties, assets or the financial
condition of the Corporation or, except as described in the Preliminary
Official Statement and the Official Statement, which may have a material
adverse effect on the ability of the Corporation to meet its obligations under
the Revenue Obligations, the Corporation Documents or this Purchase
Agreement; and
(3) no event affecting the Corporation has occurred since the
date of the Official Statement which either makes untrue or incorrect in any
material respect as of the Closing Date any statement or information
contained in the Official Statement or is not reflected in the Official
Statement but should be reflected therein in order to make the statements
and information therein not misleading in any material respect;
(ix) a certificate or certificates, signed by a duly authorized official of
the District, in form and substance satisfactory to the Representative, dated the
Closing Date, to the effect that, to her best knowledge:
(1) the representations and warranties of the District contained
in this Purchase Agreement are true and correct in all material respects on
and as of the Closing Date with the same effect as if made on the Closing
Date;
(2) no litigation is pending (notice of which has been properly
served on the District) or, to the knowledge of the District, threatened (a)
in any way contesting the Installment Purchase Agreement or this Purchase
Agreement or the adoption of the resolution of the District authorizing the
execution, delivery and performance of the Installment Purchase
Agreement or this Purchase Agreement, (b) except as described in the
Preliminary Official Statement and the Official Statement, which may
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299309682.2
have a material adverse effect on the ability of the District to meet its
obligations under the Installment Purchase Agreement or this Purchase
Agreement, or (c) in any way contesting the existence or powers of the
District; and;
(3) no event affecting the District has occurred since the date of
the Official Statement which either makes untrue or incorrect in any
material respect as of the Closing Date any statement or information
contained in the Official Statement or is not reflected in the Official
Statement but should be reflected therein in order to make the statements
and information therein not misleading in any material respect;
(x) this Purchase Agreement duly executed and delivered by the parties
hereto;
(xi) the Official Statement, executed on behalf of an authorized officer
of the District;
(xii) each of the Corporation Documents, duly executed and delivered by
the parties thereto, and each of the District Documents , duly executed and delivered
by the parties thereto;
(xiii) each resolution adopted by the District and the Corporation as
described above, certified by the Clerk and Secretary of the District and the
Corporation, respectively;
(xiv) a Tax Certificate of the District and the Corporation, in form
satisfactory to Special Counsel, signed by an authorized officer of the District and
the Corporation;
(xv) An Information Return for Tax-Exempt Bond Issues (Internal
Revenue Service Form 8038-G), in a form satisfactory to Special Counsel for filing,
executed by a duly authorized officer of the District;
(xvi) A copy of the Blanket Letter of Representations to DTC signed by
the District;
(xvii) evidence that ratings on the Revenue Obligations of “__” by
Moody’s Investors Service and “__” by Fitch Ratings are in full force and effect on
the Closing Date;
(xviii) A Blue Sky Memorandum with respect to the Revenue Obligations;
(xix) A verification report by [_____], verifying the arithmetical accuracy
of the computation of projected receipts for and of payments to defease and redeem
the Refunded 2016A Obligations;
20
299309682.2
(xx) A defeasance opinion of Special Counsel, addressed to the District,
the Corporation and the Underwriters, to the effect that the Refunded 2016A
Obligations are deemed to be paid and no longer outstanding under the 2016A Trust
Agreement; and
(xxi) such additional legal opinions, certificates, proceedings, instruments
and other documents as the Representative or Special Counsel may reasonably
request to evidence compliance by the District and the Corporation with legal
requirements, the accuracy, as of the time of Closing, of the District and the
Corporation’s representations herein contained and the due performance or
satisfaction by the District and the Corporation at or prior to such time of all
agreements then to be performed and all conditions then to be satisfied by the
District and the Corporation.
If the Corporation and/or the District shall be unable to satisfy the conditions to the
Underwriters’ obligations contained in this Purchase Agreement or if the Underwriters’ obligations
shall be terminated for any reason permitted by this Purchase Agreement, this Purchase Agreement
shall terminate and neither the District, the Corporation nor the Underwriters shall have any further
obligations hereunder, except as provided in Section 14 hereof.
SECTION 13. The performance by the District and the Corporation of their obligations is
conditioned upon (i) the performance by the Underwriters of their obligations hereunder and (ii)
receipt by the District and the Corporation of opinions and certificates being delivered at the
Closing by persons and entities other than the District and the Corporation, respectively.
SECTION 14. The District and the Corporation shall pay all costs incident to the
performance of the District’s and the Corporation’s obligations in connection with the
authorization, issuance and sale of the Revenue Obligations to the Underwriters, including but
not limited to the costs of preparation (including word processing, printing and reproduction),
distribution and delivery of the Preliminary Official Statement, the Official Statement and this
Purchase Agreement, in reasonable quantities, fees of the rating agencies and The Depository
Trust Company, and fees and expenses of the municipal advisor to the District, PFM Financial
Advisors LLC, General Counsel for the District and the Corporation, Counsel for the Trustee and
Escrow Agent, the verification agent, Disclosure Counsel and Special Counsel. The District and
the Corporation shall reimburse the Underwriters for reasonable expenses (included in the
expense component of the Underwriters’ spread) incurred on behalf of the District’s or the
District’s employees which are incidental to implementing this Purchase Agreement, including,
but not limited to, meals, transportation and lodging of those employees. Except as indicated
above, all out-of-pocket expenses of the Underwriters, including Digital Assurance Certification
LLC continuing disclosure review fees, California Debt and Investment Advisory Commission
(CDIAC) fees, traveling and other expenses and the fees and expenses of Counsel for the
Underwriters, shall be paid by the Underwriters.
SECTION 15. Any notice or other communication to be given to the District and the
Corporation under this Purchase Agreement may be given by delivering the same in writing to
18480 Bandilier Circle, Fountain Valley, California 92708 , Attention: Director of Finance, or to
such other person as he may designate in writing to the Underwriters, and any notice or other
21
299309682.2
communication to be given to the Underwriters under this Purchase Agreement (other than the
acceptance hereof as specified in the first paragraph hereof) may be given by delivering the same
in writing to [___________], Attention: [___________]. The approval of the Underwriters when
required hereunder or the determination of their satisfaction as to any document referred to herein
shall be in writing signed by the Underwriters and delivered to the District.
SECTION 16. The term “end of the underwriting period” means the later of such time as
(i) the District delivers the Revenue Obligations to the Underwriters or (ii) the Underwriters do
not retain directly or as a member of an underwriting syndicate, an unsold balance of the Revenue
Obligations for sale to the public. Unless the Representative gives notice to the contrary, the
“end of the underwriting period” shall be deemed the Closing Date. Any notice delivered
pursuant to this section shall be written notice, delivered to the District at or prior to the Closing,
and shall specify a date, other than the Closing Date (or other date specified by notice delivered
pursuant to this section), to be deemed the “end of the underwriting period.” In no event, without
the prior agreement of the District, shall the “end of the underwriting period” be a date more
than 30 days after the Closing Date.
SECTION 17. For all purposes of this Purchase Agreement, a default shall not be deemed
to be continuing if it has been cured, waived or otherwise remedied. This Purchase Agreement
shall be governed by and construed in accordance with the laws of the State of California
applicable to contracts made and performed within such state.
SECTION 18. This Purchase Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original, but all such
counterparts shall together constitute but one and the same instrument.
SECTION 19. The District and the Corporation acknowledge and agree that (i) the
Underwriters are not acting as municipal advisors within the meaning of Section 15B of the
Securities Exchange Act of 1934, as amended; (ii) the primary role of the Underwriters, as
underwriters, is to purchase securities, for resale to investors, in an arm’s length commercial
transaction between the District, the Corporation and the Underwriters and the Underwriters have
financial and other interests that differ from those of the District and the Corporation; (iii) the
Underwriters are acting solely as principal and are not acting as municipal advisor, financial advisor
or fiduciary to the District and the Corporation and have not assumed any advisory or fiduciary
responsibility to the District and the Corporation with respect to the transaction contemplated
hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether
the Underwriters have provided other services or are currently providing other services to the
District and the Corporation on other matters); (iv) the only obligations the Underwriters have to
the District and the Corporation with respect to the transaction contemplated hereby expressly are
set forth in this Purchase Agreement; and (v) the District and the Corporation have consulted their
own financial and/or municipal, legal, accounting, tax and other advisors, as applicable, to the
extent it has deemed appropriate.
SECTION 20. Electronic Signature: Each of the parties hereto agrees that the transaction
consisting of this Purchase Agreement may be conducted by electronic means. Each party
agrees, and acknowledges that it is such party’s intent, that if such party signs this Purchase
Agreement using an electronic signature, it is signing, adopting, and accepting this Purchase
22
299309682.2
Agreement and that signing this Purchase Agreement using an electronic signature is the legal
equivalent of having placed its handwritten signature on this Purchase Agreement on paper.
Each party acknowledges that it is being provided with an electronic or paper copy of this
Purchase Agreement in a usable format.
SECTION 21. This Purchase Agreement when accepted by the District and the
Corporation (by their respective authorized representatives) in writing as heretofore specified
shall constitute the entire agreement between the District, the Corporation and the Underwriters
relating to the subject matter hereof and supersedes all oral statements, prior writings and
representations with respect thereto, and is made solely for the benefit of the District, the
Corporation and the Underwriters (including the successors or assigns of any Underwriters).
No other person shall acquire or have any right hereunder or by virtue hereof.
[Remainder of page intentionally left blank]
23
299309682.2
Very truly yours,
[REPRESENTATIVE],
as Representative
By:
Name:
Title:
ACCEPTED:
[PRICING DATE]
ORANGE COUNTY SANITATION DISTRICT
By:
Name:
Title:
ORANGE COUNTY SANITATION DISTRICT FINANCING CORPORATION
By:
Name:
Title:
[Signature page to Purchase Agreement]
[Orange County Sanitation District Wastewater Refunding Revenue Obligations Series 2025A)]
Sch. I-1
299309682.2
SCHEDULE I
$[PAR]
Orange County Sanitation District Wastewater Refunding Revenue Obligations Series 2025A
Maturity
(February 1) Principal Interest Yield Price
10% Test
Satisfied*
10% Test
Not
Satisfied
Subject to
Hold-the-
Offering
Price Rule
____________________
* At the time of the execution of this Purchase Agreement and assuming orders are confirmed by the end of the day
immediately following the day of execution of this Purchase Agreement.
Redemption
[_____]
A-1
299309682.2
EXHIBIT A
FORM OF OPINION OF GENERAL COUNSEL TO THE DISTRICTS
[TO COME]
B-1
299309682.2
EXHIBIT B
FORM OF OPINION OF DISCLOSURE COUNSEL
[To Come.]
C-1
299309682.2
EXHIBIT C
$[PAR]
Orange County Sanitation District
Wastewater Refunding Revenue Obligations Series 2025A
ISSUE PRICE CERTIFICATE
The undersigned, on behalf of [REPRESENTATIVE], as representative (the
“Representative”) on behalf of itself and [_____] and [_____] (collectively, the “Underwriting
Group”), hereby certifies as set forth below with respect to the sale and issuance of the above-
captioned obligations (the “Revenue Obligations”).
1. Sale of the [Revenue Obligations][10% Test Maturities]. As of the date of this
certificate, for each Maturity of the Revenue Obligations [listed as a “10% Test Maturity” in
Schedule A attached hereto], the first price at which at least 10% of such Maturity of the
Revenue Obligations was sold to the Public is the respective price listed in Schedule A. [All of
the maturities are 10% Test Maturities.] [A copy of the pricing wire or equivalent
communication for the Revenue Obligations is attached to this certificate as Schedule B.]
2. [Initial Offering Price of the Hold-the Price Maturities.
(a) The Underwriting Group offered the “Hold-the-Price Maturities” (as listed in
Schedule A attached hereto) to the Public for purchase at the respective initial offering prices
listed in Schedule A attached hereto (the “Initial Offering Prices”) on or before the Sale Date.
(b) With respect to the Hold-the-Price Maturities, as agreed to in writing by the
Representative in the Purchase Agreement, dated [PRICING DATE], between the
Representative, on behalf of themselves and on behalf of the other members of the
Underwriting Group, and the District, the Representative has not offered or sold unsold
Revenue Obligations of any of the Hold-the-Price Maturities to any person at a price that is
higher than or a yield lower than the respective Initial Offering Prices for such Maturities of
the Revenue Obligations during the Holding Period.]
3. Defined Terms.
(a) [10% Test Maturities means those Maturities of the Revenue Obligations listed
in Schedule A hereto as the “10% Test Maturities.”]
(b) Issuer means the Orange County Sanitation District.
(c) [Hold-the-Price Maturities means those Maturities of the Revenue
Obligations listed in Schedule A hereto as the “Hold-the-Price Maturities.”]
(d) [Holding Period means, with respect to a Hold-the-Price Maturity, the period
starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day
after the Sale Date, or (ii) the date on which at least 10% of such Hold-the-Price Maturity was
sold to the Public at prices that are no higher than or yields that are no lower than the Initial
Offering Price for such Hold-the-Price Maturity.]
C-2
299309682.2
(e) Maturity means Revenue Obligations with the same credit and payment terms.
Revenue Obligations with different maturity dates, or Revenue Obligations with the same
maturity date but different stated interest rates, are treated as separate maturities.
(f) Public means any person (including an individual, trust, estate, partnership,
association, company, or corporation) other than an Underwriter or a related party to an
Underwriter. The term “related party” for purposes of this certificate means any two or more
persons who have greater than 50 percent common ownership, directly or indirectly.
(g) Sale Date means the first day on which there is a binding contract in writing
for the sale of a Maturity of the Revenue Obligations. The Sale Date of the Revenue
Obligations is [PRICING DATE].
(h) [Tax and Nonarbitrage Certificate] means the [Tax and Nonarbitrage
Certificate], dated [PRICING DATE], executed and delivered by the District in connection
with the issuance of the Revenue Obligations.
(i) Underwriter means (i) any person that agrees pursuant to a written contract
with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate
in the initial sale of the Revenue Obligations to the Public, and (ii) any person that agrees
pursuant to a written contract directly or indirectly with a person described in clause (i) of
this paragraph to participate in the initial sale of the Revenue Obligations to the Public
(including a member of a selling group or a party to a third-party distribution agreement
participating in the initial sale of the Revenue Obligations to the Public).
C-3
299309682.2
The representations set forth in this certificate are limited to factual matters only. Nothing in
this certificate represents the Representative’s interpretation of any laws, including specifically
Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury
Regulations thereunder. The undersigned understands that the foregoing information will be
relied upon by the Issuer with respect to certain of the representations set forth in the [Tax and
Nonarbitrage Certificate] and with respect to compliance with the federal income tax rules
affecting the Revenue Obligations, and by Norton Rose Fulbright US LLP, as Special Counsel,
in connection with rendering its opinion that the interest on the Revenue Obligations is excluded
from gross income for federal income tax purposes, the preparation of Internal Revenue Service
Form 8038-G, and other federal income tax advice it may give to the Issuer from time to time
relating to the Revenue Obligations. The representations set forth herein are not necessarily
based on personal knowledge and, in certain cases, the undersigned is relying on representations
made by the other members of the Underwriting Group. Except as expressly set forth above,
the certifications set forth herein may not be relied upon or used by any third party or for any
other purpose. Notwithstanding anything set forth herein, the Representative is not engaged in
the practice of law. Accordingly, the Representative makes no representation as to the legal
sufficiency of the factual matters set forth herein.
[REPRESENTATIVE],
as Representative
By:____________________________________
Name:__________________________________
Dated: [PRICING DATE]
C-4
299309682.2
SCHEDULE A
SALE PRICES OF THE BONDS
$[PAR]
Orange County Sanitation District
Wastewater Refunding Revenue Obligations Series 2025A
Maturity
(February 1) Principal Interest Yield Price
10% Test
Satisfied*
10% Test
Not
Satisfied
Subject to
Hold-the-
Offering
Price Rule
____________________
* At the time of the execution of the Purchase Agreement and assuming orders are confirmed by the end of the day
immediately following the day of execution of the Purchase Agreement.
C-5
299309682.2
SCHEDULE B
PRICING WIRE OR EQUIVALENT COMMUNICATION
DRAFT OF 7/31/25
298907713.2
ESCROW AGREEMENT
by and between
ORANGE COUNTY SANITATION DISTRICT
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Escrow Agent and Prior Trustee
Dated as of [November 1], 2025
Orange County Sanitation District
Wastewater Refunding Revenue Obligations, Series 2016A
298907713.2
ESCROW AGREEMENT
THIS ESCROW AGREEMENT (this “Escrow Agreement”), dated as of [November 1],
2025, is by and between the ORANGE COUNTY SANITATION DISTRICT, a county sanitation
district organized and existing under the laws of the State of California (the “District”), and U.S.
BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association
organized and existing under the laws of the United States of America, as escrow agent (the
“Escrow Agent”) and as successor trustee (the “Prior Trustee”) to U.S. Bank National Association
under the Prior Trust Agreement referenced below.
WITNESSETH:
WHEREAS, to refinance the acquisition, construction and installation of certain
improvements to its wastewater system (the “Prior Project”), the District has heretofore purchased
the Prior Project from the Orange County Sanitation District Financing Corporation (the
“Corporation”), and the Corporation has heretofore sold the Prior Project to the District, for the
installment payments (the “Prior Installment Payments”) to be made by the District pursuant to the
Installment Purchase Agreement, dated as of March 1, 2016 (the “Prior Installment Purchase
Agreement”), by and between the District and the Corporation;
WHEREAS, to provide the funds necessary to refinance the Prior Project, the District
caused the execution and delivery of the Orange County Sanitation District Wastewater Refunding
Revenue Obligations, Series 2016A (the “Prior Obligations”), evidencing direct, undivided
fractional interests in the related Prior Installment Payments, pursuant to the Trust Agreement,
dated as of March 1, 2016 (the “Prior Trust Agreement”), by and among the Prior Trustee, the
Corporation and the District;
WHEREAS, the District has determined to refinance a portion of the Prior Project by
prepaying [a portion of] [the remaining] Prior Installment Payments (the “Refunded Installment
Payments”) and the interest components thereof to the date of prepayment, thereby causing to be
prepaid [a portion] of the currently outstanding Prior Obligations in the aggregate principal amount
of $[109,935,000] (the “Refunded Obligations”);
WHEREAS, to provide the funds necessary to prepay the Refunded Installment Payments
and for certain other purposes, the District has caused to be executed and delivered the Orange
County Sanitation District Wastewater Refunding Revenue Obligations, Series 2025A (the
“Revenue Obligations”), evidencing principal in the aggregate amount of $___________, pursuant
to the Trust Agreement, dated as of [November 1], 2025, by and among U.S. Bank Trust Company,
National Association, as trustee, the Corporation and the District;
WHEREAS, in accordance with the Prior Trust Agreement, the prepayment of the
Refunded Installment Payments will be applied to the payment of the interest evidenced by the
Refunded Obligations on each interest payment date prior to [__________, 2026] (the
“Prepayment Date”), and to the prepayment of the outstanding Refunded Obligations on the
Prepayment Date at a prepayment price equal to the principal amount thereof plus accrued interest
thereon, without premium (the “Prepayment Price”), pursuant to this Escrow Agreement;
298907713.2 2
NOW THEREFORE, in consideration of the premises and of the mutual agreements and
covenants contained herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto do hereby agree as follows:
Section 1. Definitions. Unless otherwise defined herein, capitalized terms used herein
shall have the meanings ascribed to such terms in the Prior Trust Agreement.
Section 2. The Escrow Fund. (a) There is hereby established a fund (the “Escrow
Fund”) to be held as an irrevocably pledged escrow by the Escrow Agent, which the Escrow Agent
shall keep separate and apart from all other funds of the District and the Escrow Agent and to be
applied solely as provided in this Escrow Agreement. Pending application as provided in this
Escrow Agreement, amounts on deposit in the Escrow Fund are hereby pledged solely to the
payment of the interest evidenced by the Refunded Obligations on each interest rate payment date
prior to the Prepayment Date, and the prepayment of the Prepayment Price on the Prepayment
Date of the Refunded Obligations, which amounts shall be held in trust by the Escrow Agent for
the Owners of the Refunded Obligations.
(b) As reflected in the report of __________, a nationally recognized firm of
independent certified public accountants, delivered in connection herewith, upon the execution
and delivery of the Revenue Obligations, there shall be deposited in the Escrow Fund
$___________ received from the proceeds of the sale of the Revenue Obligations (the “Escrow
Deposit”).
(c) The District has determined or caused to be determined that upon the deposit of the
Escrow Deposit pursuant to Section 2(b) hereof, $___________ of the moneys on deposit in the
Escrow Fund will be invested in the Government Obligations specified in Schedule I hereto which,
together with uninvested cash in the amount of $________, will be sufficient to make the payments
required by Section 4 hereof.
Section 3. Use of Moneys in Escrow Fund. (a) The Escrow Agent hereby
acknowledges deposit of the moneys described in Section 2(b) hereof and agrees to invest such
moneys credited to the Escrow Fund described in Section 2(c) in the Government Obligations
specified in Schedule I hereto.
(b) The Owners of the Refunded Obligations shall have a first and exclusive lien on
the moneys and Government Obligations credited to the Escrow Fund until such moneys and
Government Obligations are used and applied as provided in this Escrow Agreement and the Prior
Trust Agreement to the payment of interest evidenced by the Refunded Obligations on each
interest rate payment date prior to the Prepayment Date, and to prepay the Prepayment Price on
the Prepayment Date of the Refunded Obligations.
(c) The Escrow Agent shall not be held liable for investment losses resulting from
compliance with the provisions of this Escrow Agreement.
Section 4. Payment of Refunded Obligations. From the uninvested money and
proceeds of maturing Government Obligations held in the Escrow Fund, the Escrow Agent shall
apply such amounts to the payment of interest evidenced by the Refunded Obligations on each
interest rate payment date prior to the Prepayment Date, and to the prepayment of the Prepayment
298907713.2 3
Price on the Prepayment Date of the Refunded Obligations, all as set forth in Schedule II hereto.
To the extent that the amount on deposit in the Escrow Fund on the Prepayment Date is in excess
of the amount necessary to make the required payments with respect to the Refunded Obligations,
such excess shall be transferred to the Trustee for deposit in the Installment Payment Fund
established under the Prior Trust Agreement.
Section 5. Irrevocable Instructions to Mail Notices. The District hereby irrevocably
instructs the Prior Trustee to give notice on the date of delivery of the Revenue Obligations of
defeasance of the Refunded Obligations to the Owners thereof, substantially in the form set forth
in Exhibit A hereto. The District hereby designates the Refunded Obligations for prepayment on
the Prepayment Date and hereby irrevocably instructs the Prior Trustee, to give, in accordance
with the provisions of Section 4.04 of the Prior Trust Agreement, notice of prepayment of such
Refunded Obligations to the Owners thereof, substantially in the form set forth in Exhibit B hereto.
Section 6. Performance of Duties; Acknowledgement with Respect to Irrevocable
Instructions. The Escrow Agent hereby agrees to perform the duties set forth herein and agrees
that the irrevocable instructions to the Escrow Agent herein provided are in a form satisfactory to
it.
Section 7. Substitution of Government Obligations. (a) Upon the written direction
of the District, subject to the conditions and limitations set forth in paragraph (c) below, the Escrow
Agent shall sell, transfer and request the redemption of or otherwise dispose of the initial
Government Obligations held in and credited to the Escrow Fund; provided that, subject to
paragraph (c) below, there are substituted therefor and delivered to the Escrow Agent other
Government Obligations as hereinafter provided.
(b) Upon the written direction of the District, subject to the conditions and limitations
set forth in paragraph (c) below, the Escrow Agent shall reinvest cash balances in the Escrow Fund
in Government Obligations; provided, that any such securities purchased pursuant to this
paragraph (b) shall mature (1) on the next Interest Payment Date for any of the Refunded
Obligations or (2) on such other date or dates as necessary to meet the requirements of Section 4
hereof, as certified by a nationally recognized firm of independent certified public accountants.
(c) The District, by this Escrow Agreement, hereby covenants and agrees that it will
not request the Escrow Agent to exercise any of the powers described in paragraph (a) or (b) above
in any manner, which if such exercise of powers had been reasonably expected on the date of
delivery of the Refunded Obligations, would cause any of the Refunded Obligations to be arbitrage
bonds within the meaning of section 103(c) of the Internal Revenue Code of 1986 (the “Code”),
and the regulations thereunder in effect on the date of such request and applicable to obligations
issued on the date of such Refunded Obligations. Any purchase of substitute securities by the
Escrow Agent shall be accomplished in accordance with paragraph (a) above to the extent such
purchases are to be made with the proceeds derived from the sale, transfer, redemption or other
disposition of the Government Obligations. Such sale, transfer, redemption or other disposition of
the Government Obligations and such substitution may be effected only by a simultaneous
transaction and only if (i) a nationally recognized firm of independent certified public accountants
shall certify that (a) such substitute securities, together with the Government Obligations and cash
which will continue to be held in the Escrow Fund, will mature in such principal amounts and earn
298907713.2 4
interest in such amounts and at such times so that sufficient moneys will be available from such
maturing principal and interest to pay, as the same become due, all principal, premium and interest
payable with respect to the Refunded Obligations which have not previously been paid, and (b)
the amounts and dates of the anticipated payments by the Escrow Agent of the principal, premium
and interest payable with respect to the Refunded Obligations will not be diminished or postponed
thereby, (ii) the Escrow Agent shall have received an opinion of nationally recognized bond
counsel to the effect that the sale, transfer, redemption or other disposition and substitution of the
Government Obligations does not cause interest on either the Revenue Obligations or the Refunded
Obligations to be subject to federal income taxation under relevant provisions of the Code and the
regulations thereunder in effect on the date of such sale, transfer, redemption or other disposition
and substitution and applicable to obligations issued on the date of execution and delivery of the
Revenue Obligations.
Section 8. Escrow Agent’s Authority to Make Investments. Except as expressly
provided in Sections 3 and 7 hereof, the Escrow Agent shall have no power or duty to invest any
funds held under this Escrow Agreement. The Escrow Agent shall have no power or duty to
transfer or otherwise dispose of the moneys held hereunder except as provided herein.
Section 9. Indemnity. To the extent permitted by law, the District hereby assumes
liability for, and hereby agrees to indemnify, protect, save and keep harmless the Escrow Agent
and its respective successors, assigns, agents, employees and servants, from and against any and
all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and
disbursements (including reasonable legal fees, expenses and disbursements) of whatsoever kind
and nature which may be imposed on, incurred by, or asserted against, the Escrow Agent at any
time in any way relating to or arising out of the execution, delivery and performance of this Escrow
Agreement, the establishment hereunder of the Escrow Fund, the acceptance of the moneys
deposited therein, and any payment, transfer or other application of moneys by the Escrow Agent
in accordance with the provisions of this Escrow Agreement; provided, however, that the District
shall not be required to indemnify the Escrow Agent against the Escrow Agent’s own negligence
or willful misconduct or the negligence or willful misconduct of the Escrow Agent’s respective
successors, assigns, agents and employees or the material breach by the Escrow Agent of the terms
of this Escrow Agreement. In no event shall the District or the Escrow Agent be liable to any
person by reason of the transactions contemplated hereby other than to each other as set forth in
this Section. The indemnities contained in this Section shall survive the termination of this Escrow
Agreement.
Section 10. Responsibilities of Escrow Agent. The Escrow Agent makes no
representation as to the sufficiency of the funds deposited in accordance with Section 2(b) and
invested pursuant to Section 3(a) and earnings thereof, if any, to accomplish the payment and
prepayment of the Refunded Obligations pursuant to the Prior Trust Agreement or to the validity
of this Escrow Agreement as to the District and, except as otherwise provided herein, the Escrow
Agent shall incur no liability in respect thereof. The Escrow Agent shall not be liable in connection
with the performance of its duties under this Escrow Agreement except for its own negligence,
willful misconduct or default, and the duties and obligations of the Escrow Agent shall be
determined by the express provisions of this Escrow Agreement. The Escrow Agent may consult
with counsel, who may or may not be counsel to the District, and in reliance upon the written
opinion of such counsel shall have full and complete authorization and protection in respect of any
298907713.2 5
action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow
Agent shall deem it necessary or desirable that a matter be proved or established prior to taking,
suffering, or omitting any action under this Escrow Agreement, such matter (except the matters
set forth herein as specifically requiring a certificate of a nationally recognized firm of independent
certified public accountants or an opinion of counsel of recognized standing in the field of law
relating to municipal bonds) may be deemed to be conclusively established by a written
certification of the District.
The Escrow Agent shall furnish the District periodic cash transaction statements which
include detail for all investment transactions effected by the Escrow Agent or brokers selected by
the District. Upon the District’s election, such statements will be delivered via the Escrow Agent’s
online service and upon electing such service, paper statements will be provided only upon request.
The District waives the right to receive brokerage confirmations of security transactions effected
by the Escrow Agent as they occur, to the extent permitted by law. The District further understands
that trade confirmations for securities transactions effected by the Escrow Agent will be available
upon request and at no additional cost and other trade confirmations may be obtained from the
applicable broker. Nothing in this paragraph limits Section 3.1(a).
The Escrow Agent undertakes to perform only such duties as are expressly set forth in this
Agreement and no implied duties, covenants or obligations shall be read into this Agreement
against the Escrow Agent.
The Escrow Agent may resign by giving written notice to the District, and upon receipt of
such notice the District shall promptly appoint a successor Escrow Agent. If the District does not
appoint a successor Escrow Agent within thirty (30) days of receipt of such notice, the resigning
Escrow Agent may petition a court of competent jurisdiction for the appointment of a successor
Escrow Agent, which court may thereupon, upon such notice as it shall deem proper, appoint a
successor Escrow Agent. Upon acceptance of appointment by a successor Escrow Agent, the
resigning Escrow Agent shall transfer all amounts held by it in the Escrow Fund to such successor
Escrow Agent and be discharged of any further obligation or responsibility hereunder.
Section 11. Amendments. The District and the Escrow Agent may (but only with the
consent of the Owners of all of the Refunded Obligations) amend this Escrow Agreement or enter
into agreements supplemental to this Escrow Agreement.
Section 12. Term. This Escrow Agreement shall commence upon its execution and
delivery and shall terminate on the date upon which the Refunded Obligations have been paid in
accordance with this Escrow Agreement.
Section 13. Compensation. The District shall from time to time pay or cause to be paid
to the Escrow Agent the agreed upon compensation for its services to be rendered hereunder, and
reimburse the Escrow Agent for all of its reasonable advances in the exercise and performance of
its duties hereunder; provided, however, that under no circumstances shall the Escrow Agent be
entitled to any lien whatsoever on any moneys or obligations in the Escrow Fund for the payment
of fees and expenses for services rendered or expenses incurred by the Escrow Agent under this
Escrow Agreement or otherwise.
298907713.2 6
Section 14. Severability. If any one or more of the covenants or agreements provided
in this Escrow Agreement on the part of the District or the Escrow Agent to be performed should
be determined by a court of competent jurisdiction to be contrary to law, such covenants or
agreements shall be null and void and shall be deemed separate from the remaining covenants and
agreements herein contained and shall in no way affect the validity of the remaining provisions of
this Escrow Agreement.
Section 15. Counterparts. This Escrow Agreement may be executed in several
counterparts, all or any of which shall be regarded for all purposes as an original but all of which
shall constitute and be but one and the same instrument.
Section 16. Governing Law. This Escrow Agreement shall be construed under the
laws of the State of California.
298907713.2 7
IN WITNESS WHEREOF, the parties hereto have executed this Escrow Agreement as
of the date first above written.
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION,
as Escrow Agent and Prior Trustee
By: ____________________________________
Authorized Officer
ORANGE COUNTY SANITATION DISTRICT
By: ____________________________________
Wally Ritchie, Director of Finance
298907713.2 I-1
SCHEDULE I
INITIAL GOVERNMENT OBLIGATIONS IN ESCROW FUND
Type Maturity Date Principal Amount Interest Rate
298907713.2 II-1
SCHEDULE II
PAYMENT REQUIREMENTS OF THE REFUNDED OBLIGATIONS
Payment
Date Interest
Principal
Prepaid Total
298907713.2 A-1
EXHIBIT A
NOTICE OF DEFEASANCE
ORANGE COUNTY SANITATION DISTRICT
WASTEWATER REFUNDING REVENUE OBLIGATIONS, SERIES 2016A
Maturity Date
(February 1)
Principal
Amount
Outstanding
CUSIP
Number
(68428T)
2027 $ 6,210,000 CJ4
2028 6,525,000 CK1
2029 6,845,000 CL9
2030 7,190,000 CM7
2031 7,570,000 CN5
2032 7,950,000 CP0
2033 8,350,000 CQ8
2034 8,760,000 CR6
2035 9,205,000 CS4
2036 9,660,000 CT2
2037 10,145,000 CU9
2038 10,550,000 CV7
2039 10,975,000 CW5
NOTICE IS HEREBY GIVEN that on November ___, 2025, the Orange County Sanitation District
(the “District”) caused to be deposited with U.S. Bank Trust Company, National Association, as escrow
agent (the “Escrow Agent”), pursuant to an Escrow Agreement, dated as of [November 1], 2025, by and
between the District and the Escrow Agent, proceeds of its Wastewater Refunding Revenue Obligations,
Series 2025A, together with other available monies, which will be sufficient to pay interest evidenced by
the District’s Wastewater Refunding Revenue Obligations, Series 2016A, in the maturities and principal
amounts specified above (the “Refunded Obligations”) on each interest rate payment date prior to
[__________, 2026] (the “Prepayment Date”), and to prepay in full the outstanding Refunded Obligations
at a prepayment price equal to the principal amount thereof plus accrued interest thereon, without premium,
on the Prepayment Date. The Escrow Agent is obligated to pay or cause to be paid to the Owners of the
Refunded Obligations all sums due thereon, but only from moneys deposited with the Escrow Agent as
described in this paragraph. As a result of such deposit, the Refunded Obligations are deemed to have been
paid in accordance with the applicable provisions of the Trust Agreement, dated as of March 1, 2016, by
and among U.S. Bank Trust Company, National Association, as successor Trustee, the Orange County
Sanitation District Financing Corporation and the District, pursuant to which the Refunded Obligations
were executed and delivered.
Dated: November ___, 2025
By: U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee and Escrow Agent on
behalf of the Orange County Sanitation District
298907713.2 B-1
EXHIBIT B
NOTICE OF PREPAYMENT
NOTICE OF OPTIONAL PREPAYMENT TO THE OWNERS OF
ORANGE COUNTY SANITATION DISTRICT
WASTEWATER REFUNDING REVENUE OBLIGATIONS, SERIES 2016A
CUSIP
Number*
Maturity Date
(February 1) Rate
Principal
Amount
Outstanding
68428T CJ4 2027 5.00% $ 6,210,000
68428T CK1 2028 5.00 6,525,000
68428T CL9 2029 5.00 6,845,000
68428T CM7 2030 5.00 7,190,000
68428T CN5 2031 5.00 7,570,000
68428T CP0 2032 5.00 7,950,000
68428T CQ8 2033 5.00 8,350,000
68428T CR6 2034 5.00 8,760,000
68428T CS4 2035 5.00 9,205,000
68428T CT2 2036 5.00 9,660,000
68428T CU9 2037 4.00 10,145,000
68428T CV7 2038 4.00 10,550,000
68428T CW5 2039 4.00 10,975,000
NOTICE IS HEREBY GIVEN that the Orange County Sanitation District Wastewater
Refunding Revenue Obligations, Series 2016A, in the maturities and principal amounts specified
above (the “Refunded Obligations”) are hereby subject to prepayment on [__________, 2026] (the
“Prepayment Date”) at a price equal to the principal evidenced by the Refunded Obligations, plus
accrued interest evidenced thereby to the Prepayment Date, without premium (the “Prepayment
Price”). On the Prepayment Date there will become due and payable with respect to each of the
Refunded Obligations the Prepayment Price thereof, and from and after such Prepayment Date,
the interest evidenced thereby shall cease to accrue and be payable.
The Refunded Obligations shall be surrendered at the address of U.S. Bank Trust
Company, National Association, as trustee for the Refunded Obligations (the “2016A Trustee”).
Payment of the Prepayment Price on such Refunded Obligations called for prepayment will be
paid only upon presentation and surrender thereof in the following manner:
If by Hand or Overnight Mail:
U.S. Bank Trust Company, National Association
Global Corporate Trust
111 Fillmore Ave E.
St. Paul, MN 55107
1-800-934-6802
298907713.2 B-2
Refunded Obligation holders presenting their Refunded Obligations in person for same day
payment must surrender their Refunded Obligation(s) by 1:00 p.m. on the Prepayment Date, and
a check will be available for pick up after 2:00 p.m. Checks not picked up by 4:30 p.m. will be
mailed out to the Refunded Obligation holder via first class mail. If payment of the Prepayment
Price is to be made to the registered owner of the Refunded Obligation, you are not required to
endorse the Refunded Obligation to collect the Prepayment Price.
IMPORTANT NOTICE: Federal law requires the 2016A Trustee to withhold taxes at the
applicable rate from the payment if an IRS Form W-9 or applicable IRS Form W-8 is not provided.
Please visit www.irs.gov for additional information on the tax forms and instructions.
* Neither the Orange County Sanitation District nor the 2016A Trustee shall be held responsible
for the selection or use of CUSIP numbers, nor is any representation made as to their correctness
indicated in this Notice or as printed on any Refunded Obligation. They are included solely for
the convenience of the Refunded Obligation holders.
Dated: _________, 20__
By: U.S. Bank Trust Company, National
Association,
as 2016A Trustee on behalf of the
Orange County Sanitation District
DRAFT OF
07/31/25
298914693.2
NOTICE OF INTENTION TO SELL
$[PAR]
Orange County Sanitation District
Wastewater Refunding Revenue Obligations
Series 2025A
NOTICE IS HEREBY GIVEN that the Orange County Sanitation District (the “District”)
intends to receive electronic bids until [11:30 A.M.], New York time, on
October ___, 2025,
through the use of an electronic bidding service offered by Ipreo, at www.newissuehome.i-
deal.com and the Parity electronic bid submission system, for the purchase of all of the Orange
County Sanitation District Wastewater Refunding Revenue Obligations, Series 2025A (the
“Revenue Obligations”), dated as of the date of initial delivery, and maturing on such dates as
described in the related Official Notice Inviting Bids (the “Notice”). No bids will be accepted by
facsimile. Bids for less than all of the Revenue Obligations will not be accepted. The District
reserves the right to postpone the date established for the receipt of bids as more fully described
under the paragraph “Cancellation or Postponement” in the Notice.
NOTICE IS HEREBY FURTHER GIVEN that electronic copies of the Notice and the
Preliminary Official Statement issued in connection with the sale of the Revenue Obligations may
be obtained from the District’s municipal advisor, PFM Financial Advisors LLC, 100 Montgomery
Street, Suite 2150, San Francisco, California 94104, 415-791-1333, via e-mail: dillyf@pfm.com.
Orange County Sanitation District
Dated: October ___, 2025
Preliminary, subject to change.
DRAFT OF
08/15/25
298913430.3 1001349326
1
OFFICIAL NOTICE INVITING BIDS
$[PAR]*
ORANGE COUNTY SANITATION DISTRICT
WASTEWATER REFUNDING REVENUE OBLIGATIONS
SERIES 2025A
(Book-Entry-Only)
NOTICE IS HEREBY GIVEN that bids will be received by the Orange County Sanitation District
(the “District”) for the purchase of $[PAR]* original principal amount of Orange County Sanitation District
Wastewater Refunding Revenue Obligations, Series 2025A, Evidencing Direct, Fractional Undivided
Interests of the Owners Thereof in Installment Payments to be Made by the Orange County Sanitation
District to the Orange County Sanitation District Financing Corporation (the “Revenue Obligations”). Bids
for less than all of the Revenue Obligations will not be accepted. The bids will be received in the form, in
the manner and up to the time specified below (unless postponed as described herein):
Date: [October ___], 2025
[11:30 A.M.], New York Time
Electronic Bids: Electronic proposals may be submitted to Ipreo, at www.newissuehome.i-
deal.com and the Parity electronic bid submission system (the “Electronic
Service”). The Electronic Service will act as agent of the bidder and not
of the District in connection with the submission of bids and the District
assumes no responsibility or liability for bids submitted through the
Electronic Service. See “Information Regarding Electronic Proposals”
herein.
No facsimile, hand delivery or sealed bids will be accepted.
Terms of the Revenue Obligations
The Preliminary Official Statement for the Revenue Obligations, dated [October ___], 2025,
including the cover page and all appendices thereto (the “Preliminary Official Statement”), provides certain
information concerning the sale and delivery of $[PAR]* aggregate principal amount of the Revenue
Obligations, which are certificates of participation evidencing direct, undivided fractional interests in the
Installment Payments (the “Installment Payments”), and the interest thereon, payable by the District
pursuant to the Installment Purchase Agreement, dated as of [November 1], 2025 (the “Installment Purchase
Agreement”), by and between the District and the Orange County Sanitation District Financing Corporation
(the “Corporation”). Each bidder must have obtained and reviewed the Preliminary Official Statement prior
to bidding for the Revenue Obligations. This Official Notice Inviting Bids, including all exhibits and
attachments, contains certain information for quick reference only, is not a summary of the issue and
governs only the terms of the sale of, bidding for and closing procedures with respect to the Revenue
Obligations. Bidders must read the entire Preliminary Official Statement to obtain information essential to
making an informed investment decision.
* Preliminary, subject to change.
298913430.3
2
Pursuant to the Master Agreement for District Obligations, dated as of August 1, 2000 (the “Master
Agreement”), by and between the District and the Corporation, the District has established and declared the
conditions and terms upon which obligations such as the Installment Purchase Agreement, and the
Installment Payments and the interest thereon, will be incurred and secured. Installment Payments under
the Installment Purchase Agreement are payable solely from Net Revenues, as provided in the Master
Agreement and the Installment Purchase Agreement, consisting primarily of all income and revenue
received by the District from the operation or ownership of the Wastewater System of the District (the
“Wastewater System”) remaining after payment of Maintenance and Operation Costs.
The Issue
The proceeds from the sale of the Revenue Obligations, together with other funds of the District,
will be used to (i) prepay [all/a portion] of the District’s Wastewater Refunding Revenue Obligations, Series
2016A outstanding in the aggregate principal amount of $[___] and (ii) pay the costs incurred in connection
with the execution and delivery of the Revenue Obligations. The Revenue Obligations are to be executed
and delivered pursuant to a Trust Agreement, dated as of [November 1], 2025 (the “Trust Agreement”), by
and among the District, the Corporation and U.S. Bank Trust Company, National Association, as trustee
(the “Trustee”). Capitalized terms not defined herein shall have the same definitions as used in the Trust
Agreement or the Master Agreement.
Authorization
On [September 24], 2025, the District and the Corporation authorized the execution and delivery
of the Installment Purchase Agreement, the Trust Agreement and the Revenue Obligations.
Outstanding Senior Obligations
The District has outstanding Senior Obligations payable on parity with the Installment Payments
under the Installment Purchase Agreement. The term “Existing Senior Obligations” as used in the
Preliminary Official Statement refers to the 2010A Installment Purchase Agreement, the 2010C Installment
Purchase Agreement, the 2014A Installment Purchase Agreement, the 2016A Installment Purchase
Agreement, the 2017A Installment Purchase Agreement, 2021A Installment Purchase Agreement, the
2022A Installment Purchase Agreement and the 2024A Installment Purchase Agreement.
Security and Source of Payments
The Revenue Obligations are certificates of participation which evidence direct, undivided
fractional interests in the Installment Payments, and the interest thereon, 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 is
a special obligation of the District payable, in the manner provided under the Installment Purchase
Agreement, solely from Net Revenues and other funds as provided in the Installment Purchase Agreement.
Net Revenues generally consist of all income and revenue received by the District from the operation or
ownership of the Wastewater System remaining after payment of Maintenance and Operation Costs, all as
further provided in the Master Agreement.
The District’s obligation to make Installment Payments from Net Revenues is on parity with the
District’s obligation to make payments with respect to its other outstanding obligations described as Senior
Obligations and all Reimbursement Obligations, if any, with respect to Senior Obligations, as provided in
the Master Agreement. The Installment Purchase Agreement constitutes a Senior Obligation and is subject
to the provisions of the Master Agreement and is afforded all of the advantages, benefits, interests and
298913430.3
3
security for Senior Obligations pursuant to the Master Agreement. Pursuant to the Master Agreement, the
District pledges all Net Revenues to the payment of the Senior Obligations and Reimbursement Obligations
with respect to Senior Obligations, and the Net Revenues will not be used for any other purpose while any
of the Senior Obligations or Reimbursement Obligations with respect to Senior Obligations remain unpaid;
provided, however, that out of the Net Revenues there may be apportioned such sums for such purposes as
are expressly permitted by the Master Agreement. This pledge constitutes a first lien on the Net Revenues
for the payment of the Senior Obligations and Reimbursement Obligations with respect to Senior
Obligations. The term Senior Obligations, generally means all revenue bonds or notes (including bond
anticipation notes and commercial paper) of the District authorized, executed, issued and delivered under
and pursuant to applicable law, the Installment Purchase Agreement and all other contracts (including
financial contracts) or leases of the District authorized and executed by the District under and pursuant to
applicable law, the installment, lease or other payments which are, in accordance with the provisions of the
Master Agreement, payable from Net Revenues on parity with the payments under the Master Agreement.
The District may at any time incur Subordinate Obligations; provided, however, that prior to
incurring such Subordinate Obligations, the District will have determined that the incurrence thereof will
not materially adversely affect the District’s ability to comply with the requirements of the Master
Agreement. The District may at any time incur Reimbursement Obligations with respect to Subordinate
Obligations. Currently, there are no Subordinate Obligations outstanding. For a description of the District’s
outstanding Senior Obligations, see “FINANCIAL OBLIGATIONS — Existing Indebtedness” in the
Preliminary Official Statement.
The District may, in connection with the incurrence of Subordinate Obligations, pledge Net
Revenues to the payment of Subordinate Obligations and Reimbursement Obligations with respect to
Subordinate Obligations; provided, however, that such pledge, and any lien created thereby, shall be junior
and subordinate to the pledge of, and lien on, Net Revenues for the payment of Senior Obligations and
Reimbursement Obligations with respect to Senior Obligations.
Pursuant to the Master Agreement, the District is required, to the extent permitted by law, to fix,
prescribe and collect fees and charges for the services and facilities of the Wastewater System which will
be at least sufficient to yield during each Fiscal Year (a) Net Revenues equal to 125% of Debt Service on
Senior Obligations for such Fiscal Year and (b) Net Operating Revenues equal to 100% of Debt Service on
all Obligations for such Fiscal Year. The District may make adjustments from time to time in such fees
and charges and may make such classification thereof as it deems necessary, but shall not reduce the fees
and charges then in effect unless the Revenues and Net Revenues from such reduced fees and charges will
at all times be sufficient to meet the requirements of the Master Agreement. See “SECURITY AND
SOURCES OF PAYMENT FOR THE REVENUE OBLIGATIONS — Rate Covenant” in the Preliminary
Official Statement.
Additional Obligations
In addition to the Existing Senior Obligations, the District may at any time incur Obligations
payable on 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. No Obligations payable on such a subordinate
basis are currently outstanding. See “SECURITY AND SOURCES OF PAYMENT FOR THE REVENUE
OBLIGATIONS — Limitations on Issuance of Additional Obligations” in the Preliminary Official
Statement.
298913430.3
4
Book-Entry-Only
The Revenue Obligations will be executed and delivered in the form of fully registered certificates
payable in lawful money of the United States of America. The Revenue Obligations will be initially
delivered only in book-entry form and will be registered in the name of Cede & Co., as nominee of The
Depository Trust Company, New York, New York (“DTC”), which will act as securities depository for the
Revenue Obligations. Individual purchases of the Revenue Obligations will be made in book-entry form
only. Purchasers of Revenue Obligations will not receive physical certificates representing their ownership
interests in the Revenue Obligations purchased. The Revenue Obligations will be delivered in Authorized
Denominations of $5,000 and any integral multiple thereof. Payments of principal and interest evidenced
by the Revenue Obligations are payable directly to DTC by the Trustee. Upon receipt of payments of such
principal and interest, DTC will in turn distribute such payments to the beneficial owners of the Revenue
Obligations. So long as the Revenue Obligations are in the DTC book-entry system, the interest, principal
and prepayment premiums, if any, due with respect to the Revenue Obligations will be payable by the
Trustee, or its agent, to DTC or its nominee.
Principal and Interest Payments
The Revenue Obligations will be dated as of the date of initial delivery and will evidence interest
from that date (computed on the basis of a 360-day year of twelve 30-day months). Interest evidenced by
the Revenue Obligations is payable semiannually on February 1 and August 1 of each year, commencing
on [February 1, 2026]. Payment of principal and prepayment premium, if any, evidenced by the Revenue
Obligations will be paid in lawful money of the United States of America upon presentation and surrender
thereof at the Principal Office of the Trustee.
Principal Amortization
The Revenue Obligations will be executed and delivered in the original principal amount of
$[PAR]* and will be subject to principal amortization on February 1 in the years 20__* through 20__* in the
amounts set forth in the Official Bid Form.
Prepayment
Optional Prepayment. The Revenue Obligations with stated Principal Payment Dates on or after
February 1, 20___* are subject to optional prepayment prior to their stated Principal Payment Dates, on any
date on or after February 1, 20___*, in whole or in part, in Authorized Denominations, from and to the
extent of prepaid Installment Payments paid pursuant to the Installment Purchase Agreement or from any
other source of available funds, any such prepayment to be at a price equal to the principal evidenced by
the Revenue Obligations to be prepaid, plus accrued interest evidenced thereby to the date fixed for
prepayment, without premium.
Mandatory Sinking Account Prepayment. If the successful bidder designates principal amounts
to be combined into one or more term maturities, each such term maturity shall be subject to prepayment,
in part, by lot, prior to maturity from mandatory sinking account payments commencing on February 1 of
the first year which has been combined to form such term maturities and continuing on February 1 in each
year thereafter until the stated maturity date of that term maturity. The prepayment price will be equal to
* Preliminary, subject to change.
298913430.3
5
the principal amount for such year set forth in the Official Bid Form, plus accrued interest evidenced thereby
to the date fixed for prepayment, without premium.
Selection of Revenue Obligations for Prepayment
Whenever less than all the Outstanding Revenue Obligations are to be prepaid on any one date
pursuant to the provisions of the Trust Agreement, with respect to optional prepayment of Revenue
Obligations, the Trustee shall select the Revenue Obligations to be prepaid among Revenue Obligations
with different Principal Payment Dates as directed in a Written Request of the District. Whenever less than
all the Outstanding Revenue Obligations with the same stated Principal Payment Date are to be prepaid on
any one date pursuant to the Trust Agreement, the Trustee shall select the Revenue Obligations with such
Principal Payment Date to be prepaid as directed in a Written Request of the District, or at the discretion of
the District by lot in any manner that the Trustee deems fair and appropriate, which decision shall be final
and binding upon the District and the Owners. The Trustee shall promptly notify the District in writing of
the numbers of the Revenue Obligations so selected for prepayment on such date.
Notice of Prepayment
The Trustee shall, at least 20 but not more than 60 days prior to any prepayment date, give notice
of prepayment to the respective Owners of Revenue Obligations 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. 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 Revenue Obligations or the cessation of interest evidenced thereby on the date fixed
for prepayment.
Interest Rates, Reoffering Prices, Premium or Discount Bids and Certificate of Initial Purchaser
Bidders must bid to purchase all and not part of the Revenue Obligations and must submit their
bids on the Official Bid Form. Bidders must specify a rate of interest for each maturity of the Revenue
Obligations. The rates of interest must be expressed in multiples of either one-eighth (1/8) or one-twentieth
(1/20) of one percent (1%), and no interest rate on the Revenue Obligations may be specified at zero percent
(0%) [or greater than five percent (5.0%) and no Revenue Obligations maturing on and after February 1,
2035, inclusive, may be specified at less than five percent (5.0%) per annum]. All Revenue Obligations of
the same maturity must evidence interest at the same rate.
The successful bidder will, within 30 minutes after being notified of the award of the Revenue
Obligations, advise the District of the initial bona fide public reoffering prices of each maturity of the
Revenue Obligations on the date of award. The successful bidder will also be required to furnish to the
District a certificate (“Certificate of Initial Purchaser”) in the applicable form of the Certificate of Initial
Purchaser attached hereto (with such modifications as may be acceptable to Special Counsel). At any time
before or after delivery of the Revenue Obligations to the successful bidder, that successful bidder also may
be required by the District or Special Counsel to clarify any discrepancies between the Certificate of Initial
Purchaser and publicly available information relating to trades of the Revenue Obligations that might
suggest that the initial sale of a substantial portion of any maturity of the Revenue Obligations to the public
was at a materially higher price than the price stated for that maturity in the Certificate of Initial Purchaser.
Bidders may bid to purchase the Revenue Obligations from the District at a discount or with a
premium; however, no bid will be considered if the bid is to purchase Revenue Obligations at an aggregate
price less than 100% of the aggregate principal amount of the Revenue Obligations.
298913430.3
6
No bid will be accepted that contemplates the waiver of any interest or other concession by the
bidder as substitute for payment in full of the purchase price. Bids that do not conform to the terms of this
section may be rejected. See “Right to Reject Bids, Waive Irregularities” below.
Adjustment of Principal Amounts After Receipt of Bids
The principal amounts of the Revenue Obligations set forth in the Official Bid Form reflect
estimates of the District as to the likely interest rates of the winning bid and the premium or discount
contained in the winning bid. After selecting the winning bid, the amortization schedule for the Revenue
Obligations will be adjusted in $5,000 increments, to reflect the actual interest rates and any discount or
premium in the winning bid to properly fund the purchase price of the Refunded Prior Obligations and to
accommodate certain other requirements or preferences of the District. The dollar amount bid for the
Revenue Obligations by the winning bidder will be adjusted to reflect such adjustment in the applicable
amortization schedule. Any such adjustment will change the total (but not the per Revenue Obligation)
dollar amount of purchaser’s discount and original issue discount or premium, if any, provided in such bid.
Any such adjustment will be communicated to the winning bidder within 24 hours after receipt of such bid
by the District. Changes in the amortization schedule made as described in this paragraph will not affect
the determination of the winning bidder or give the winning bidder any right to reject the Revenue
Obligations.
No Insurance
THE SUCCESSFUL BIDDER SHALL NOT PURCHASE MUNICIPAL BOND INSURANCE
IN CONNECTION WITH THE REVENUE OBLIGATIONS.
Form of Bid
BIDS FOR LESS THAN ALL OF THE REVENUE OBLIGATIONS WILL NOT BE
ACCEPTED. Each bid must be on the Official Bid Form, submitted through the Electronic Service as
specified herein. All electronic proposals shall be deemed to incorporate the provisions of the Official Bid
Form and must be unconditional and irrevocable. In addition, each bidder is requested to supply an estimate
of the true interest cost resulting from its bid, computed as prescribed below under the caption “Award,
Delivery and Payment,” which shall be considered as informative only and not binding on either the bidder
or the District. Each bid must be in accordance with the terms and conditions set forth in this Official
Notice Inviting Bids.
The District will make its best efforts to accommodate electronic bids; however, the District, the
Municipal Advisor (PFM Financial Advisors LLC) and Special Counsel assume no responsibility for any
error contained in any electronic bid, or for the failure of any electronic bid to be transmitted or received at
the official time for receipt of such bids. The official time for receipt of bids will be determined by the
District at the place of the bid opening, and the District shall not be required to accept the time kept by
Electronic Service as the official time. The District assumes no responsibility for informing any bidder prior
to the deadline that its bid is incomplete, or not received.
If multiple timely bids are received from a single bidder the District shall accept the best of such
bids and each bidder agrees, by submitting any bid, to be bound by its best bid.
Information Regarding Electronic Proposals
All proposals must be submitted through the Electronic Service. If any provision of this Official
Notice Inviting Bids conflicts with information provided by the Electronic Service, this Official Notice
298913430.3
7
Inviting Bids shall control. The District is not responsible for the proper operation of, and shall have no
liability for any delays or interruptions of or any damages caused by the Electronic Service. The District is
using the Electronic Service as a communication mechanism and not as the District’s agent to conduct
electronic bidding for the Revenue Obligations. The District is not bound by any advice of or determination
by the Electronic Service to the effect that any particular bid complies with the terms of this Official Notice
Inviting Bids. All costs and expenses incurred by prospective bidders in connection with their submission
of bids through the Electronic Service are the sole responsibility of such bidders and the District is not
responsible for any such costs or expenses. Further information about the Electronic Service, including any
fee charged, may be obtained from Ipreo (877-588-5030). The District assumes no responsibility or liability
for bids submitted through the Electronic Service. The District shall be entitled to assume that any bid
submitted through the Electronic Service has been made by a duly authorized agent of the bidder.
Bid Security Deposit
The successful bidder must provide a wire transfer of immediately available federal funds in the
amount of $_________ (the “Bid Security Deposit”) within 90 minutes of the verbal award of the Revenue
Obligations.
The Bid Security Deposit will be retained by the District and applied to the purchase price at the
time of delivery of the Revenue Obligations. The District disclaims any liability for funds sent by wire
transfer, except for any willful misconduct or reckless disregard for its duties.
If after the award of the Revenue Obligations, the successful bidder fails to complete the purchase
on the terms stated in its bid, unless such failure of performance shall be caused by any act or omission of
the District, the Bid Security Deposit shall be retained by the District as stipulated liquidated damages. No
interest will be paid upon any Bid Security Deposit.
Official Statement
The District has approved a Preliminary Official Statement for the Revenue Obligations, dated
October ___, 2025, which the District has “deemed final” for purposes of Rule 15c2-12 promulgated by the
Securities and Exchange Commission (the “Rule”), although subject to revision, amendment and
completion in conformity with the Rule. No later than seven business days after the day the Revenue
Obligations are awarded, the District will provide the successful bidder with an electronic version of the
final Official Statement. The successful bidder shall file the final Official Statement with a nationally
recognized municipal securities information repository on a timely basis. The successful bidder shall, by
accepting the award, agree at all times to comply with the provisions of the Rule and with all applicable
rules of the Municipal Securities Rulemaking Board.
Award, Delivery and Payment
If satisfactory bids are received, the Revenue Obligations will be awarded to the highest responsible
bidder not later than two hours after the time established for the receipt of bids. The highest bidder shall
be the bidder submitting the best price for the Revenue Obligations, which best price shall be that resulting
in the lowest true interest cost with respect to the Revenue Obligations. The true interest cost shall be
computed by doubling the semi-annual interest rate (compounded semi-annually) necessary to discount the
debt service payments from their respective payment dates to the date of the Revenue Obligations and to
the price bid. If two or more bidders have bid the same true interest cost, the award shall be made at the
sole discretion of the District.
298913430.3
8
Delivery of the Revenue Obligations is expected to occur on or about November ___, 2025. The
Revenue Obligations will be delivered through the facilities of DTC, New York, New York. The successful
bidder shall pay for the Revenue Obligations on the date of delivery in Los Angeles, California in
immediately available federal funds. Any expenses of providing federal funds shall be borne by the
purchaser. Payment on the delivery date shall be made in an amount equal to the price bid for the Revenue
Obligations less the amount of the bid security deposit.
Right to Reject Bids, Waive Irregularities
The District reserves the right to reject any and all bids, and to the extent permitted by law, to waive
any irregularity or informality in any bid.
CUSIP Numbers
It is anticipated that CUSIP numbers will be printed on the Revenue Obligations, but the District
will assume no obligation for the assignment or printing of such numbers on the Revenue Obligations or
for the correctness of such numbers, and neither the failure to print such numbers on any Revenue
Obligation nor any error with respect thereto shall constitute cause for a failure or refusal by the purchasers
thereof to accept delivery of and make payment for the Revenue Obligations. The Municipal Advisor will
timely apply for CUSIP numbers for the Revenue Obligations and will submit the CUSIP numbers to Parity
to be provided to all bidders. The cost for the assignment of CUSIP numbers to the Revenue Obligations
will be the responsibility of the successful bidder.
California Debt and Investment Advisory Commission
The successful bidder will be required to pay all fees due to the California Debt and Investment
Advisory Commission (“CDIAC”) under California law. CDIAC will invoice the successful bidder after
the delivery of the Revenue Obligations.
Reoffering Prices, Establishment of Issue Price and Issue Price Certificate
(a) The winning bidder for the Revenue Obligations shall assist the District in establishing the
issue price of the Revenue Obligations, and shall execute and deliver to the District at or
before the time of issuance and delivery of the Revenue Obligations an “issue price” or
similar certificate setting forth the reasonably expected initial offering price to the public
of each maturity of the Revenue Obligations, together with the supporting pricing wires or
equivalent communications, substantially in the form attached hereto as Exhibits A and B,
as applicable, with such modifications as may be appropriate or necessary, in the
reasonable judgment of the winning bidder, the District and Special Counsel.
(b) The District intends that Sections 1.148-1(f)(2)(iii) and 1.148-1(f)(3)(i) (providing a
special rule establishing the issue price of competitively sold bonds and defining the term
“competitive sale”) will apply to the initial sale of the Revenue Obligations (the
“Competitive Sale Requirements”) because:
(1) the District shall disseminate this Official Notice Inviting Bids to potential
underwriters in a manner that is reasonably designed to reach potential
underwriters;
(2) all bidders shall have an equal opportunity to bid on the Revenue Obligations;
298913430.3
9
(3) the District may receive bids for the Revenue Obligations from at least three
underwriters of municipal bonds who have established industry reputations for
underwriting new issuances of municipal bonds; and
(4) the District anticipates awarding the sale of the Revenue Obligations to the bidder
that submits a firm offer to purchase the Revenue Obligations at the highest price
(or lowest interest cost), as set forth in this Official Notice Inviting Bids.
Any bid submitted pursuant to this Official Notice Inviting Bids shall be considered a firm
offer for the purchase of the Revenue Obligations as specified in the bid.
(c) If the Competitive Sale Requirements set forth in subsection (b)(3) of this Section are not
satisfied, the District shall so advise the winning bidder. In such event, the District intends
to treat the initial offering price to the public as of the sale date of each maturity as the
issue price of that maturity (the “hold-the-offering-price rule”). The District shall promptly
advise the winning bidder, at or before the time of award, if the Competitive Sale
Requirements set forth in subsection (b)(3) of this Section were not satisfied, in which case
the hold-the-offering-price rule shall apply to the Revenue Obligations. Bids will not be
subject to cancellation in the event the Competitive Sale Requirements are not satisfied,
and the hold-the-offering-price rule thus apply to any maturity of the Revenue Obligations
as to which less than 10% of the maturity was sold by the winning bidder to the public at
a single price.
(d) By submitting a bid to purchase the Revenue Obligations, the winning bidder (i) confirms
that the underwriters that are part of the selling group (if any) (the “Underwriters”) have
offered or will offer the Revenue Obligations to the public on or before the date of award
at the offering price or prices (“initial offering price”), or at the corresponding yield or
yields, set forth in the bid submitted by the winning bidder (ii) certifies that the bidder is
an underwriter of municipal obligations who has an established industry reputation for
underwriting new issuances of municipal obligations, and (iii) agrees, on behalf of the
Underwriters, that the Underwriters will neither offer nor sell unsold Revenue Obligations
of any maturity to which the hold-the-offering-price rule applies to any person at a price
that is higher than the initial offering price to the public during the period starting on the
sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriters have sold at least 10% of that maturity of to
the public at a price that is no higher than the initial offering price to the public.
The winning bidder shall promptly advise the District when the underwriters have sold
10% of that maturity to the public at a price that is no higher than such maturity’s initial
offering price to the public, if that occurs prior to the close of the fifth (5th) business day
after the sale date.
(e) The District acknowledges that, in making the representation set forth above, the winning
bidder will rely on (i) the agreement of each underwriter to comply with the hold-the-
offering-price rule, as set forth in an agreement among underwriters and the related pricing
wires, (ii) in the event a selling group has been created in connection with the initial sale
of the Revenue Obligations to the public, the agreement of each dealer who is a member
of the selling group to comply with the hold-the-offering-price rule, as set forth in a selling
298913430.3
10
group agreement and the related pricing wires, and (iii) in the event that an underwriter is
a party to a retail or other third-party distribution agreement that was employed in
connection with the initial sale of the Revenue Obligations to the public, the agreement of
each broker-dealer that is a party to such agreement to comply with the hold-the- offering-
price rule, as set forth in the retail or other third-party distribution agreement and the related
pricing wires. The District further acknowledges that each underwriter shall be solely
liable for its failure to comply with its agreement regarding the hold-the-offering-price rule,
and that no underwriter shall be liable for the failure of any other underwriter, or of any
dealer who is a member of a selling group, or of any broker-dealer that is a party to a retail
or other third-party distribution agreement to comply with its corresponding agreement
regarding the hold-the-offering-price rule as applicable to one or more maturities of the
Revenue Obligations.
(f) By submitting a bid to purchase the Revenue Obligations, the bidder confirms that: (i) any
agreement among underwriters, any selling group agreement and each retail or other third-
party distribution agreement (to which the bidder is a party) relating to the initial sale of
the Revenue Obligations to the public, together with the related pricing wires, contains or
will contain language obligating each underwriter, each dealer who is a member of the
selling group, and each broker-dealer that is a party to such retail or other third-party
distribution agreement, as applicable, to (A) report the prices at which it sells to the public
the unsold Revenue Obligations of each maturity allotted to it and subject to the hold-the-
offering-price rule until it is notified by the winning bidder that the hold-the-offering-price
rule no longer applies to such maturity, and (B) comply with the hold-the-offering-price
rule, if applicable, in each case if and for so long as directed by the winning bidder and as
set forth in the related pricing wires, and (ii) any agreement among underwriters relating
to the initial sale of the Revenue Obligations to the public, together with the related pricing
wires, contains or will contain language obligating each underwriter that is a party to a
retail or other third-party distribution agreement to be employed in connection with the
initial sale of the Revenue Obligations to the public to require each broker-dealer that is a
party to such retail or other third-party distribution agreement to (A) report the prices at
which it sells to the public the unsold Revenue Obligations of each maturity allotted to it
and subject to the hold-the-offering-price rule until it is notified by the winning bidder or
such underwriter that the hold-the-offering-price rule no longer applies to such maturity,
and (B) comply with the hold-the-offering-price rule, if applicable, in each case if and for
so long as directed by the winning bidder or such underwriter and as set forth in the related
pricing wires.
(g) Sales of the Revenue Obligations to any person that is a related party to an underwriter of
the Revenue Obligations shall not constitute sales to the public for purposes of this Official
Notice inviting Bids. Further, for purposes of this Official Notice Inviting Bids:
(1) “public” means any person other than an underwriter or a related party,
(2) “underwriter” means (A) any person that agrees pursuant to a written contract with
the District (or with the lead underwriter to form an underwriting syndicate) to
participate in the initial sale of the Revenue Obligations to the public, and (B) any
person that agrees pursuant to a written contract directly or indirectly with a person
described in clause (A) to participate in the initial sale of the Revenue Obligations
to the public (including a member of a selling group or a party to a retail or other
third-party distribution agreement participating in the initial sale of the Revenue
Obligations to the public),
298913430.3
11
(3) a purchaser of the Revenue Obligations is a “related party” to an underwriter if the
underwriter and the purchaser are subject, directly or indirectly, to (i) more than
50% common ownership of the voting power or the total value of their stock, if
both entities are corporations (including direct ownership by one corporation of
another), (ii) more than 50% common ownership of their capital interests or profits
interests, if both entities are partnerships (including direct ownership by one
partnership of another), or (iii) more than 50% common ownership of the value of
the outstanding stock of the corporation or the capital interests or profit interests
of the partnership, as applicable, if one entity is a corporation and the other entity
is a partnership (including direct ownership of the applicable stock or interests by
one entity of the other), and
(4) “sale date” means the date on which the Revenue Obligations are awarded by the
District to the winning bidder.
Legal Opinions
The District will furnish to the successful bidder at the closing of the Revenue Obligations the legal
opinion of Special Counsel to the effect that, in the opinion of Special Counsel, under existing statutes,
regulations, rulings and judicial decisions, and assuming compliance with certain covenants in the
documents pertaining to the Revenue Obligations and requirements of the Internal Revenue Code of 1986,
the portion of each Installment Payment representing interest and distributed in respect of any Revenue
Obligation is excluded from the gross income of the owners thereof for federal income tax purposes and is
not an item of tax preference for purposes of the federal alternative minimum tax and is exempt from
personal income taxes of the State of California. Special Counsel will express no opinion as to any federal
or state tax consequence of the ownership or disposition of the Revenue Obligations.
Closing Documents
The District will furnish to the successful bidder at the time of delivery of the Revenue Obligations:
(1) a certificate certifying (i) that as of and at the time of delivery of the Revenue Obligations, there is no
action, suit, proceeding or investigation, pending or, to the best knowledge of the District, threatened against
or affecting the District, (A) which affects or seeks to prohibit, restrain or enjoin the execution and delivery
of the Revenue Obligations or the Trust Agreement, (B) in any way contesting the validity of the Revenue
Obligations, the Installment Purchase Agreement or the Trust Agreement or the powers of the District to
enter into or perform its obligations under such documents to which it is a party or the existence of the
District, or (C) wherein an unfavorable decision, ruling or finding would materially and adversely affect
the District, or the validity or enforceability of the Revenue Obligations, the Installment Purchase
Agreement or the Trust Agreement or the ability of the District to perform its obligations under such
documents to which it is a party, (ii) that the Preliminary Official Statement did not on the date of sale of
the Revenue Obligations and the Official Statement does not on the date of delivery contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements contained
therein, in the light of the circumstances under which they were made, not misleading, and (2) a receipt of
the District showing that the purchase price of the Revenue Obligations has been received by the District.
Continuing Disclosure
To assist the successful bidder in complying with the Rule, the District will undertake, pursuant to
the Continuing Disclosure Agreement, to provide certain annual financial information, and notices of the
occurrence of certain enumerated events. A description of the Continuing Disclosure Agreement is set
forth in the Preliminary Official Statement and will be set forth in the final Official Statement.
298913430.3
12
Additional Information
Electronic copies of the Trust Agreement, the Installment Purchase Agreement, the Master
Agreement, this Official Notice Inviting Bids, the Official Bid Form, and the Preliminary Official Statement
will be furnished to any potential bidder upon request made to the District’s Municipal Advisor at: PFM
Financial Advisors LLC, 1820 East Ray Road, Chandler, AZ 85225, 480-318-1284, via e-mail:
hodged@pfm.com.
Right to Modify or Amend
The District reserves the right to modify or amend this Official Notice Inviting Bids, including but
not limited to the right to adjust and change the principal amount of the Revenue Obligations being offered;
provided, however, that such notifications or amendments shall be made not later than the business day
prior to the date fixed for the receipt of bids, by 4:00 p.m., New York Time and communicated through
MuniOS (available at http:///www.munios.com) (“MuniOS”) or Refinitiv Municipal Market Monitor
(“TM3”) (available at http://www.tm3.com) and by facsimile transmission to any qualified bidder timely
requesting such notice. Bidders are required to bid for the Revenue Obligations as so modified.
Cancellation or Postponement
The District reserves the right to cancel or postpone, from time to time, the date established for the
receipt of bids for any reason at any time. Any such postponement will be announced by MuniOS or TM3.
If any date fixed for the receipt of bids and the sale of the Revenue Obligations is postponed, any alternative
sale date will be announced via MuniOS or TM3 at least 24 hours prior to such alternative sale date and
will be provided by facsimile transmission to any qualified bidder timely requesting such notice. On any
such alternative sale date, any bidder may submit a sealed bid for the purchase of the Revenue Obligations
in conformity in all respects with the provisions of this Official Notice Inviting Bids except for the date of
sale and except for the changes announced by MuniOS or TM3 at the time the sale date and time are
announced.
Dated: [October ___], 2025
298913430.3 1001349326
A-1
EXHIBIT A
FORM OF CERTIFICATE OF INITIAL PURCHASER
[IF 3 OR MORE BIDS FROM COMPETITIVE PROVIDERS ARE RECEIVED]
Orange County Sanitation District
Fountain Valley, California
Norton Rose Fulbright US LLP
Los Angeles, California
This certificate is being delivered by [Purchaser], the purchaser (“Purchaser”) in connection with
the issuance by the Issuer of its Wastewater Refunding Revenue Obligations, Series 2025A, Evidencing
Direct, Fractional Undivided Interests of the Owners Thereof in Installment Payments to be Made by the
Orange County Sanitation District to the Orange County Sanitation District Financing Corporation (the
“Revenue Obligations”).
The Purchaser hereby certifies and represents that:
1. Reasonably Expected Initial Offering Price.
(a) As of the Sale Date, the reasonably expected initial offering prices of the Revenue
Obligations to the Public by the Purchaser are the prices listed in Schedule A (“Expected
Offering Prices”). The Expected Offering Prices are the prices for the Maturities of the
Revenue Obligations used by the Purchaser in formulating its bid to purchase the Revenue
Obligations. Attached as Schedule B is a true and correct copy of the bid provided by the
Purchaser to purchase the Revenue Obligations.
(b) The Purchaser was not given the opportunity to review other bids prior to submitting its
bid.
(c) The bid submitted by the Purchaser constituted a firm offer to purchase the Revenue
Obligations.
2. Defined Terms.
(a) Issuer means the Orange County Sanitation District.
(b) Maturity means Revenue Obligations with the same credit and payment terms. Revenue
Obligations with different maturity dates, or Revenue Obligations with the same maturity
date but different stated interest rates, are treated as separate Maturities.
(c) Public means any person (including an individual, trust, estate, partnership, association,
company, or corporation) other than an Underwriter or a related party to an Underwriter.
(d) Related Party means any entity if an Underwriter and the entity are subject, directly or
indirectly, to (i) more than 50% common ownership of the voting power or the total value
of their stock, if both entities are corporations (including direct ownership by one
298913430.3
A-2
corporation of another), (ii) more than 50% common ownership of their capital interests or
profit interests, if both entities are partnerships (including direct ownership by one
partnership of another), or (iii) more than 50% common ownership of the value of the
outstanding stock of the corporation or the capital interests or profit interests of the
partnership, as applicable, if one entity is a corporation and the other entity is a partnership
(including direct ownership of the applicable stock or interests by one entity of the other).
(e) Sale Date means the date of execution of a binding contract in writing for the sale of a
Maturity of the Revenue Obligations. The Sale Date of the Revenue Obligations is
[October ___], 2025.
(f) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer
(or with the lead underwriter to form an underwriting syndicate) to participate in the initial
sale of the Revenue Obligations to the Public, and (ii) any person that agrees pursuant to a
written contract directly or indirectly with a person described in clause (i) of this paragraph
to participate in the initial sale of the Revenue Obligations to the Public (including a
member of a selling group or a party to a third-party distribution agreement participating
in the initial sale of the Revenue Obligations to the Public).
The representations set forth in this certificate are limited to factual matters only. Nothing in this
certificate represents the Purchaser’s interpretation of any laws, including specifically Sections 103 and 148
of the Internal Revenue Code of 1986 and the Treasury Regulations thereunder. The undersigned
understands that the foregoing information will be relied upon by the Issuer with respect to certain of the
representations set forth in a tax certificate with respect to compliance with the federal income tax rules
affecting the Revenue Obligations, and by Norton Rose Fulbright US LLP, Special Counsel, in connection
with rendering their opinion that the interest on the Revenue Obligations is excluded from gross income for
federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other
federal income tax advice that it may give to the Issuer from time to time relating to the Revenue
Obligations.
Dated: [ISSUE DATE]
[INITIAL PURCHASER],
as Underwriter
By: ________________________________
Title:________________________________
298913430.3
A-3
Schedule A
Expected Offering Prices
(See attached)
298913430.3
A-4
Schedule B
Copy of Purchaser Bid
(See attached)
298913430.3
A-5
[IF FEWER THAN 3 BIDS FROM COMPETITIVE PROVIDERS ARE RECEIVED]
Orange County Sanitation District
Fountain Valley, California
Norton Rose Fulbright US LLP
Los Angeles, California
This certificate is being delivered by [Purchaser], the purchaser (“Purchaser”) in connection with
the issuance by the Issuer of its Wastewater Refunding Revenue Obligations, Series 2025A, Evidencing
Direct, Fractional Undivided Interests of the Owners Thereof in Installment Payments to be Made by the
Orange County Sanitation District to the Orange County Sanitation District Financing Corporation (the
“Revenue Obligations”).
1. Sale of the General Rule Maturities.
As of the date of this certificate, for each Maturity of the General Rule Maturities, the first price at
which at least 10% of such Maturity was sold to the Public is the respective price listed in Schedule A.
2. Initial Offering Price of the Hold-the-Offering-Price Maturities.
(a) The Purchaser offered the Hold-the-Offering-Price Maturities to the Public for purchase at
the respective initial offering prices listed in Schedule A (“Initial Offering Prices”) on or
before the Sale Date. A copy of the pricing wire or equivalent communication for the
Revenue Obligations is attached to this Certificate as Schedule B.
(b) As set forth in the Official Notice Inviting Bids, the Purchaser agreed in writing on or prior
to the Sale Date that, should the “competitive sale” requirements with respect to the Revenue
Obligations not be satisfied, (i) for each Maturity of the Hold-the-Offering-Price Maturities, it
would neither offer nor sell any of the Revenue Obligations of such Maturity to any person
at a price that is higher than the Initial Offering Price for such Maturity during the Holding
Period for such Maturity (“hold-the-offering-price rule”), and (ii) any selling group
agreement shall contain the agreement of each dealer that is a member of the selling group,
and any retail or other third-party distribution agreement shall contain the agreement of
each broker-dealer that is a party to the retail or other third-party distribution agreement,
to comply with the hold-the-offering-price rule. Pursuant to such agreement, no
Underwriter (as defined below) has offered or sold any Maturity of the Hold-the-Offering-
Price Maturities at a price that is higher than the respective Initial Offering Price for that
Maturity of the Revenue Obligations during the Holding Period.
3. Defined Terms.
(a) Issuer means the Orange County Sanitation District.
(b) General Rule Maturities means those Maturities of the Revenue Obligations listed in
Schedule A hereto as the “General Rule Maturities.
(c) Hold-the-Offering-Price Maturities means those Maturities of the Revenue Obligations
listed in Schedule A hereto as the “Hold-the-Offering-Price Maturities.”
298913430.3
A-6
(d) Holding Period means, with respect to a Hold-the-Offering-Price Maturity, the period
starting on the Sale Date and ending on the earlier of (i) the close of the fifth business
day after the Sale Date, or (ii) the date on which the Purchaser sold at least 10% of such
Hold-the-Offering-Price Maturity to the Public at prices that are no higher than the Initial
Offering Price for such Hold-the-Offering-Price Maturity.
(e) Maturity means Revenue Obligations with the same credit and payment terms. Revenue
Obligations with different maturity dates, or Revenue Obligations with the same maturity
date but different stated interest rates, are treated as separate maturities.
(f) Public means any person (including an individual, trust, estate, partnership, association,
company, or corporation) other than an Underwriter or a related party to an Underwriter.
(g) Related Party means any entity if an Underwriter and the entity are subject, directly or
indirectly, to (i) more than 50% common ownership of the voting power or the total value
of their stock, if both entities are corporations (including direct ownership by one
corporation of another), (ii) more than 50% common ownership of their capital interests or
profit interests, if both entities are partnerships (including direct ownership by one
partnership of another), or (iii) more than 50% common ownership of the value of the
outstanding stock of the corporation or the capital interests or profit interests of the
partnership, as applicable, if one entity is a corporation and the other entity is a partnership
(including direct ownership of the applicable stock or interests by one entity of the other).
(h) Sale Date means the first day on which there is a binding contract in writing for the sale of
a Maturity of the Revenue Obligations. The Sale Date of the Revenue Obligations is
[October ___], 2025.
(i) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer
(or with the lead underwriter to form an underwriting syndicate) to participate in the initial
sale of the Revenue Obligations to the Public, and (ii) any person that agrees pursuant to a
written contract directly or indirectly with a person described in clause (i) of this paragraph
to participate in the initial sale of the Revenue Obligations to the Public (including a
member of a selling group or a party to a retail or other third-party distribution agreement
participating in the initial sale of the Revenue Obligations to the Public).
The representations set forth in this certificate are limited to factual matters only. Nothing in this
certificate represents the Purchaser’s interpretation of any laws, including specifically Sections 103 and 148
of the Internal Revenue Code of 1986 and the Treasury Regulations thereunder. The undersigned
understands that the foregoing information will be relied upon by the Issuer with respect to certain of the
representations set forth in the tax certificate with respect to the Revenue Obligations and with respect to
compliance with the federal income tax rules affecting the Revenue Obligations, and by Norton Rose
Fulbright US LLP, Special Counsel, in connection with rendering their opinion that the interest on the
Revenue Obligations is excluded from gross income for federal income tax purposes, the preparation of the
Internal Revenue Service Form 8038-G, and other federal income tax advice that they may give to the Issuer
from time to time relating to the Revenue Obligations.
298913430.3
A-7
Dated: [ISSUE DATE]
[INITIAL PURCHASER],
as Underwriter
By: ________________________________
Title:________________________________
298913430.3
A-8
Schedule A
Initial Offering Prices
(See attached)
298913430.3
A-9
Schedule B
Copy of Pricing Wire
(See attached)
298913430.3 1001349326
1
OFFICIAL BID FORM
$[PAR]*
ORANGE COUNTY SANITATION DISTRICT
WASTEWATER REFUNDING REVENUE OBLIGATIONS
SERIES 2025A
[October ___], 2025
Orange County Sanitation District
18480 Bandilier Circle
Fountain Valley, CA 92708
Attn: Wally Ritchie, Director of Finance
Ladies and Gentlemen:
We hereby offer to purchase all of the $[PAR]* aggregate principal amount of the Orange County Sanitation
District (the “District”) Wastewater Refunding Revenue Obligations, Series 2025A (the “Revenue
Obligations”), more particularly described in the Official Notice Inviting Bids, dated [October ___], 2025
(the “Official Notice Inviting Bids”), which is incorporated herein by reference, and made a part thereof, at
a purchase price of $__________. This offer is for Revenue Obligations evidencing interest at the rates and
in the form of serial maturities or terms maturities as set forth in the table on the following page.
The bid is subject to acceptance not later than two hours after the expiration of the time established for the
final receipt of bids.
Our calculation of the true interest cost, computed in accordance with the instructions in the Official Notice
Inviting Bids, and which is considered to be informative only and not a part of the bid, is ___%.
Upon acceptance of this bid, we will provide the District a wire transfer in immediately available federal
funds in the amount of $__________ to an account specified by the District or its representative, in
accordance with the Official Notice Inviting Bids.
We have noted that payment of the purchase price is to be made in immediately available Federal Funds at
the time of delivery of the Revenue Obligations. If we are the successful bidder, we will (1) within 30
minutes after being notified of the verbal award of the Revenue Obligations, advise the District of the initial
public offering prices of the Revenue Obligations; and (2) prior to delivery of the Revenue Obligations
furnish a certificate, acceptable to Special Counsel, Norton Rose Fulbright US LLP, as to the “issue price”
of the Revenue Obligations in the form specified in the Official Notice Inviting Bids.
* Preliminary, subject to change.
298913430.3
2
Maturity
(February 1)
Principal
Amount*
Interest
Rate
Serial
Maturity
Sinking
Account
Prepayment
(Check one column)
Total $
We represent that we have full and complete authority to submit this bid on behalf of our bidding syndicate
and the undersigned will serve as the lead manager for the group if the Revenue Obligations are awarded
pursuant to this bid. We certify (or declare) under penalty of perjury under the laws of the State of California
that this proposal is genuine, and not a sham or collusive, nor made in the interest of or on behalf of any
person not herein named, and that the bidder has not directly or indirectly induced or solicited any other
bidder to put in a sham bid or any other person, firm or corporation to refrain from bidding, and that the
bidder has not in any manner sought by collusion to secure for himself an advantage over any other bidder.
Respectfully Submitted,
Account Manager:
By:
Address:
City:
State:
Telephone:
Following (or attached) is a list of the members of our account on whose behalf this bid is made.
* Preliminary, subject to change.
DRAFT OF
08/28/25
298610182.5 1001349326
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PRELIMINARY OFFICIAL STATEMENT DATED [_____], 2025
NEW ISSUE—BOOK-ENTRY-ONLY RATINGS:
Moody’s ““
S&P: ““
Fitch: “
(See “RATINGS” herein.)
In the opinion of Norton Rose Fulbright US LLP, Los Angeles, California, Special Counsel, under existing
statutes, regulations, rulings and judicial decisions, and assuming compliance with certain covenants in the
documents pertaining to the Revenue Obligations and requirements of the Internal Revenue Code of 1986, as
described herein, the portion of each Installment Payment representing interest and distributed in respect of any
Revenue Obligation is excluded from the gross income of the owners thereof for federal income tax purposes. In the
further opinion of Special Counsel, the portion of each Installment Payment representing interest and distributed in
respect of any Revenue Obligation is not an item of tax preference for purposes of the federal alternative minimum
tax on individuals. Special Counsel is also of the opinion that, under existing law, the portion of each Installment
Payment representing interest and distributed in respect of any Revenue Obligation is exempt from personal income
taxes of the State of California. See “TAX MATTERS” herein.
[District Logo] $_____________* [DAC Logo]
ORANGE COUNTY SANITATION DISTRICT
WASTEWATER REFUNDING REVENUE OBLIGATIONS
SERIES 2025A
Dated: Date of Delivery Due: as shown on the inside cover
The $______________ Orange County Sanitation District Wastewater Refunding Revenue Obligations,
Series 2025A (the “Revenue Obligations”) are certificates of participation that evidence direct, fractional
undivided interests of the Owners thereof in certain 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 November 1, 2025 (the “Installment Purchase Agreement”), by and between the
District and the Orange County Sanitation District Financing Corporation (the “Corporation”). Pursuant to the Master
Agreement for District Obligations, dated as of August 1, 2000 (the “Master Agreement”), by and between the District
and the Corporation, the District has established conditions and terms upon which obligations such as the Installment
Payments, and the interest thereon, will be incurred and secured. Installment Payments under the Installment Purchase
Agreement are payable solely from Net Revenues (as more fully described in the Master Agreement, the “Net
Revenues”) as provided in the Installment Purchase Agreement, consisting primarily of all income and revenue
received by the District from the operation or ownership of the Wastewater System of the District (the “Wastewater
System”) remaining after payment of Maintenance and Operation Costs, as further described in “SECURITY AND
SOURCES OF PAYMENT FOR THE REVENUE OBLIGATIONS” herein. The Installment Purchase Agreement
provides that the obligation of the District to pay the Installment Payments, and payments of interest thereon, and
certain other payments required to be made in accordance with the Installment Purchase Agreement, solely from Net
Revenues, is absolute and unconditional. See “SECURITY AND SOURCES OF PAYMENT FOR THE REVENUE
OBLIGATIONS” herein.
The proceeds of the Revenue Obligations will be used, together with other available funds, to (i) prepay [all/a
portion] of the District’s Wastewater Refunding Revenue Obligations, Series 2016A in the aggregate principal amount
of $[___] (the “Refunded 2016A Obligations”) and (ii) pay the costs incurred in connection with the execution and
delivery of the Revenue Obligations. See “REFUNDING PLAN” herein.
Interest evidenced by the Revenue Obligations will be payable semiannually on February 1 and August 1 of
each year, commencing on February 1, 2026. See “THE REVENUE OBLIGATIONS” herein. The Revenue
Obligations initially will be delivered only in book-entry form and will be registered in the name of Cede & Co., as
nominee of The Depository Trust Company, New York, New York (“DTC”), which will act as securities depository
for the Revenue Obligations. Individual purchases of the Revenue Obligations will be made in book-entry form only.
Purchasers of Revenue Obligations will not receive physical certificates representing their ownership interests in the
* Preliminary, subject to change.
298610182.5
Revenue Obligations purchased. The Revenue Obligations will be delivered in denominations of $5,000 and any
integral multiple thereof. Payments of principal and interest evidenced by the Revenue Obligations are payable directly
to DTC by U.S. Bank Trust Company, National Association, as successor trustee (the “Trustee”). Upon receipt of
payments of such principal and interest, DTC will in turn distribute such payments to the beneficial owners of the
Revenue Obligations. See APPENDIX E — “BOOK-ENTRY SYSTEM” herein.
The Revenue Obligations will be subject to prepayment prior to their stated maturity dates as described
herein. See “THE REVENUE OBLIGATIONS—Prepayment Provisions.”
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, SOLELY FROM 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. NEITHER THE FAITH AND CREDIT NOR THE
TAXING POWER OF THE STATE OF CALIFORNIA, 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 REVENUE OBLIGATIONS” HEREIN.
This cover page contains information intended for quick reference only. It is not a summary of this
issue. Investors must read the entire Official Statement to obtain information essential to making an informed
investment decision.
BIDS FOR THE PURCHASE OF THE REVENUE OBLIGATIONS WILL BE RECEIVED BY THE
DISTRICT UNTIL 11:30 A.M., NEW YORK TIME, ON [___] 2025 UNLESS POSTPONED OR
CANCELED AS SET FORTH IN THE OFFICIAL NOTICE INVITING BIDS.
The Revenue Obligations are offered when, as and if executed and delivered and received by the Initial
Purchaser, subject to the approval of Norton Rose Fulbright US LLP, Los Angeles, California, Special Counsel and
Disclosure Counsel to the District, and certain other conditions. Certain legal matters will be passed upon for the
District and the Corporation by Best Best & Krieger LLP, Irvine, California. PFM Financial Advisors LLC, Chandler,
Arizona, has served as municipal advisor to the District in connection with the execution and delivery of the Revenue
Obligations. It is anticipated that the Revenue Obligations in definitive form will be available for delivery through the
book-entry facilities of DTC on or about _______, 2025.
Dated: ________, 2025
298610182.5
MATURITY SCHEDULE*
Maturity Date
(February 1)
Principal
Amount
Interest
Rate
Yield
Price
CUSIP†
(Base No. 68428T)
2026 $ % %
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
* Preliminary, subject to change.
† CUSIP is a registered trademark of the American Bankers Association. CUSIP Global Services (CGS) is managed on behalf of
the American Bankers Association by FactSet Research Systems Inc. The CUSIP numbers are not intended to create a database
and do not serve in any way as a substitute for CUSIP service. CUSIP numbers have been assigned by an independent company
not affiliated with the District and are included solely for the convenience of the registered owners of the Revenue Obligations.
None of the District, the Initial Purchaser or the Municipal Advisor are responsible for the selection or uses of these CUSIP
numbers, and no representation is made as to their correctness on the applicable Revenue Obligations or as included herein. The
CUSIP number for a specific maturity is subject to being changed after the issuance of the Revenue Obligations as a result of
various subsequent actions including, but not limited to, a refunding in whole or in part or as a result of the procurement of
secondary market portfolio insurance and other similar enhancement by investors that is applicable to all or a portion of certain
maturities of the Revenue Obligations.
298610182.5
Orange County Sanitation District
Service Area and Reclamation Plant Locations
in Orange County, California
298610182.5
ORANGE COUNTY SANITATION DISTRICT
Board of Directors
Ryan Gallagher — (Chairperson) — Tustin
Jon Dumitru — (Vice Chairperson) — Orange
Carlos A. Leon — Anaheim
Christine Marick — Brea
Erik Weigand — Newport Beach
Chad Wanke — Placentia
Joyce Ahn — Buena Park Johnathan Ryan Hernandez — Santa Ana
Scott Minikus — Cypress Lisa Landau — Seal Beach
Glenn Grandis — Fountain Valley David Shawver — Stanton
Jamie Valencia — Fullerton Jordan Wu — Villa Park
Stephanie Klopfenstein — Garden Grove Robert Ooten — Costa Mesa Sanitary District
Pat Burns — Huntington Beach Andrew Nguyen — Midway City Sanitary District
Melinda Liu — Irvine John Withers — Irvine Ranch Water District
Jose Medrano — La Habra Tom Lindsey — Yorba Linda Water District
Debbie Baker — La Palma Doug Chaffee — Member of the Orange County
Jordan Nefulda — Los Alamitos Board of Supervisors
Executive Management of the District
Robert Thompson, General Manager
Lorenzo Tyner, Assistant General Manager
Wally Ritchie, Director of Finance
Michael Dorman, Director of Engineering
Lan Wiborg, Director of Environmental Services
Laura Maravilla, Director of Human Resources
Riaz Moinuddin, Director of Operations & Maintenance
Jennifer Cabral, Director of Communications
Special Services
Special Counsel and Disclosure Counsel
Norton Rose Fulbright US LLP
Los Angeles, California
District General Counsel
Scott C. Smith
Best Best & Krieger LLP
Irvine, California
Municipal Advisor
PFM Financial Advisors LLC
Chandler, Arizona
Trustee
U.S. Bank Trust Company,
National Association
Los Angeles, California
Verification Agent
[____]
298610182.5
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 Revenue Obligations 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 Orange County Sanitation District (the “District”) and other sources that are believed by
the District to be reliable. 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 Initial Purchaser in connection with any reoffering.
This Official Statement is not to be construed as a contract with the purchasers of the Revenue
Obligations. 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 Revenue Obligations referred to
herein and may not be reproduced or used, in whole or in part, for any other purpose, unless authorized in
writing by the District. All summaries of the documents and laws are made subject to the provisions thereof
and do not purport to be complete statements of any or all such provisions. Preparation of this Official
Statement and its distribution have been duly authorized and approved by the District and the Corporation.
In connection with the offering of the Revenue Obligations, the Initial Purchaser in connection with
any reoffering may over-allot or effect transactions which stabilize or maintain the market price of the
Revenue Obligations at a level above that which might otherwise prevail in the open market. Such
stabilizing, if commenced, may be discontinued at any time. The Initial Purchaser in connection with any
reoffering may offer and sell the Revenue Obligations to certain dealers, institutional investors and others
at prices lower than the public offering prices stated on the inside cover page hereof and such public offering
prices may be changed from time to time by the Initial Purchaser.
Certain statements included or incorporated by reference in this Official Statement constitute
forward-looking statements. Such statements are generally identifiable by the terminology used such as
“plan,” “expect,” “estimate,” “budget” or other similar words. The achievement of certain results or other
expectations contained in such forward-looking statements involve known and unknown risks, uncertainties
and other factors which may cause actual results, performance or achievements described to be materially
different from any future results, performance or achievements expressed or implied by such forward-
looking statements.
TABLE OF CONTENTS
Page
298610182.5
INTRODUCTION ....................................................................................................................................... 1
General ............................................................................................................................................ 1
The District ..................................................................................................................................... 2
Security and Sources of Payment for the Revenue Obligations ..................................................... 2
Continuing Disclosure .................................................................................................................... 3
Miscellaneous ................................................................................................................................. 3
REFUNDING PLAN ................................................................................................................................... 4
ESTIMATED SOURCES AND USES OF FUNDS ................................................................................... 5
THE REVENUE OBLIGATIONS .............................................................................................................. 5
General ............................................................................................................................................ 5
Prepayment Provisions.................................................................................................................... 6
SECURITY AND SOURCES OF PAYMENT FOR THE REVENUE OBLIGATIONS .......................... 7
Installment Payments ...................................................................................................................... 7
Available Funds of the District ....................................................................................................... 8
Net Revenues .................................................................................................................................. 9
Rate Stabilization Account ........................................................................................................... 10
Allocation of Revenues ................................................................................................................. 11
Rate Covenant ............................................................................................................................... 11
Limitations on Issuance of Additional Obligations ...................................................................... 12
Insurance ....................................................................................................................................... 14
Allocation of Installment Payments .............................................................................................. 14
THE DISTRICT ......................................................................................................................................... 15
Background ................................................................................................................................... 15
Organization and Administration .................................................................................................. 16
Services ......................................................................................................................................... 18
Service Area .................................................................................................................................. 18
Employees ..................................................................................................................................... 19
Retirement Plan ............................................................................................................................. 20
Other Post-Employment Benefits ................................................................................................. 22
Risk Management ......................................................................................................................... 22
Existing Facilities ......................................................................................................................... 23
Permits, Licenses and Other Regulations ..................................................................................... 24
District Planning ........................................................................................................................... 26
Capital Improvement Program ...................................................................................................... 26
Groundwater Replenishment System ............................................................................................ 27
Biosolids Management.................................................................................................................. 28
Urban Runoff ................................................................................................................................ 29
Emergency Management: Response and Recovery ...................................................................... 30
Strategic Planning ......................................................................................................................... 32
Climate Issues ............................................................................................................................... 34
DISTRICT REVENUES ............................................................................................................................ 35
Sewer Service Charges ................................................................................................................. 35
TABLE OF CONTENTS
(continued)
Page
298610182.5 - ii -
Additional Revenues ..................................................................................................................... 38
Wastewater Treatment History ..................................................................................................... 40
Customers ..................................................................................................................................... 40
Assessed Valuation ....................................................................................................................... 42
Tax Levies and Delinquencies ...................................................................................................... 43
Budgetary Process ......................................................................................................................... 44
Reserves ........................................................................................................................................ 45
Summary of Operating Data ......................................................................................................... 46
Forecasted Operating Data ............................................................................................................ 48
Management’s Discussion and Analysis of Operating Data ......................................................... 50
Investment of District Funds ......................................................................................................... 51
FINANCIAL OBLIGATIONS .................................................................................................................. 51
Existing Indebtedness ................................................................................................................... 51
Anticipated Financings ................................................................................................................. 52
THE CORPORATION .............................................................................................................................. 52
LIMITATIONS ON TAXES AND REVENUES ...................................................................................... 53
Article XIIIA of the California Constitution ................................................................................. 53
Legislation Implementing Article XIIIA ...................................................................................... 53
Article XIIIB of the California Constitution ................................................................................. 54
Proposition 1A and Proposition 22 ............................................................................................... 55
Article XIIIC and Article XIIID of the California Constitution ................................................... 55
Other Initiative Measures .............................................................................................................. 57
RISK FACTORS ....................................................................................................................................... 57
Limited Obligations ...................................................................................................................... 57
Wastewater System Maintenance and Operation Costs and Net Revenues .................................. 58
Environmental Laws and Regulations .......................................................................................... 59
Natural Disasters ........................................................................................................................... 59
Cybersecurity ................................................................................................................................ 60
Limitations on Remedies; Bankruptcy .......................................................................................... 60
Rate Setting Process Under Proposition 218 ................................................................................ 61
Loss of Tax-Exemption................................................................................................................. 61
LEGAL MATTERS ................................................................................................................................... 61
MUNICIPAL ADVISOR ........................................................................................................................... 61
ABSENCE OF LITIGATION ................................................................................................................... 61
FINANCIAL STATEMENTS ................................................................................................................... 62
TAX MATTERS ........................................................................................................................................ 62
Federal Tax Exemption ................................................................................................................. 62
Tax Accounting Treatment of Bond Premium .............................................................................. 63
Information Reporting and Backup Withholding ......................................................................... 64
State Tax Exemption ..................................................................................................................... 64
Future Developments .................................................................................................................... 64
TABLE OF CONTENTS
(continued)
Page
298610182.5 - iii -
VERIFICATION OF MATHEMATICAL COMPUTATIONS ................................................................ 64
CONTINUING DISCLOSURE ................................................................................................................. 65
RATINGS .................................................................................................................................................. 65
PURCHASE AND REOFFERING ........................................................................................................... 65
MISCELLANEOUS .................................................................................................................................... 1
APPENDIX A – ANNUAL COMPREHENSIVE FINANCIAL REPORT OF THE
ORANGE COUNTY SANITATION DISTRICT FOR THE YEAR ENDED
JUNE 30, 2024 ........................................................................................................ A-1
APPENDIX B – THE COUNTY OF ORANGE – ECONOMIC AND DEMOGRAPHIC
INFORMATION .................................................................................................... B-1
APPENDIX C – SUMMARY OF PRINCIPAL LEGAL DOCUMENTS ........................................ C-1
APPENDIX D – FORM OF CONTINUING DISCLOSURE AGREEMENT .................................. D-1
APPENDIX E – BOOK-ENTRY SYSTEM ...................................................................................... E-1
APPENDIX F – FORM OF APPROVING OPINION OF SPECIAL COUNSEL ............................ F-1
298610182.5 1
OFFICIAL STATEMENT
$___________*
ORANGE COUNTY SANITATION DISTRICT
WASTEWATER REFUNDING REVENUE OBLIGATIONS
SERIES 2025A
INTRODUCTION
This introduction contains only a brief summary of certain of the terms of the Revenue Obligations
being offered and a brief description of the Official Statement. All statements contained in this introduction
are qualified in their entirety by reference to the entire Official Statement. References to, and summaries
of, provisions of the Constitution and laws of the State of California (the “State”) and any documents
referred to herein do not purport to be complete and such references are qualified in their entirety by
reference to the complete provisions. All capitalized terms used in this Official Statement and not otherwise
defined herein have the meanings set forth in the Trust Agreement, the Installment Purchase Agreement
and the Master Agreement (each, as hereinafter defined). See APPENDIX C – “SUMMARY OF
PRINCIPAL LEGAL DOCUMENTS – Definitions” herein.
General
This Official Statement, including the cover page and all appendices hereto, provides certain
information concerning the sale and delivery of $___________* aggregate principal amount of the Orange
County Sanitation District Wastewater Refunding Revenue Obligations, Series 2025A (the “Revenue
Obligations”), which are certificates of participation evidencing direct, fractional undivided interests in
certain 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 November 1, 2025 (the “Installment Purchase Agreement”), by and between the District and the
Orange County Sanitation District Financing Corporation (the “Corporation”). Unless the context clearly
indicates to the contrary, a reference herein to either of the Installment Purchase Agreement or the Revenue
Obligations is intended to refer to the corresponding interest in the Installment Purchase Agreement.
Pursuant to the Master Agreement for District Obligations, dated as of August 1, 2000 (the “Master
Agreement”), by and between the District and the Corporation, the District has established and declared the
conditions and terms upon which obligations such as the Installment Purchase Agreement, and the
Installment Payments and the interest thereon, will be incurred and secured. Installment Payments under
the Installment Purchase Agreement are payable solely from Net Revenues (as defined hereinafter) as
provided in the Installment Purchase Agreement, consisting primarily of all income and revenue received
by the District from the operation or ownership of the Wastewater System of the District (the “Wastewater
System”) remaining after payment of Maintenance and Operation Costs, as further described in
“SECURITY AND SOURCES OF PAYMENT FOR THE REVENUE OBLIGATIONS” herein.
The Revenue Obligations are to be executed and delivered pursuant to a Trust Agreement, dated as
of November 1, 2025 (the “Trust Agreement”), by and among the District, the Corporation and U.S. Bank
Trust Company, National Association, as successor trustee (the “Trustee”). Proceeds from the sale of the
Revenue Obligations will be used, together with other available funds, to (i) prepay [all/a portion] of the
District’s Wastewater Refunding Revenue Obligations, Series 2016A in the aggregate principal amount of
$[___] (the “Refunded 2016A Obligations”) and (ii) pay the costs incurred in connection with the execution
and delivery of the Revenue Obligations. See “REFUNDING PLAN” herein.
* Preliminary, subject to change.
298610182.5 2
The Revenue Obligations will be executed and delivered in the form of fully registered certificates
of participation, dated as of the date of initial delivery thereof and will mature on February 1 in each such
year as set forth on the inside cover page hereof. Interest evidenced by the Revenue Obligations will be
payable semiannually on February 1 and August 1 of each year, commencing on February 1, 2026. See
“THE REVENUE OBLIGATIONS” herein. The Revenue Obligations initially will be delivered only in
book-entry form and will be registered in the name of Cede & Co., as nominee of The Depository Trust
Company, New York, New York (“DTC”), which will act as securities depository for the Revenue
Obligations. The Revenue Obligations will be delivered in denominations of $5,000 and any integral
multiple thereof. So long as the Revenue Obligations are in the DTC book-entry system, the interest,
principal, purchase price and prepayment premiums, if any, due with respect to the Revenue Obligations
will be payable by the Trustee, or its agent, to DTC or its nominee. DTC, in turn, will make payments
pursuant to its procedures as described under APPENDIX E – “BOOK–ENTRY SYSTEM” herein.
The District
The District is a public agency responsible for regional wastewater collection, treatment, recycling
and disposal services. The District is the third largest regional wastewater agency west of the Mississippi
River. The District provides service to an area with a population of approximately 2.6 million people in the
central and northwest portion of the County of Orange (the “County”), in a service area of approximately
479 square miles, treating an average of 184 million gallons per day (“mgd”) of wastewater in Fiscal Year
2024-25. See “THE DISTRICT,” “DISTRICT REVENUES” and “FINANCIAL OBLIGATIONS” herein.
Security and Sources of Payment for the Revenue Obligations
The Revenue Obligations, which are certificates of participation, evidence direct, fractional
undivided interests in the Installment Payments, and the interest thereon, 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 is
a special obligation of the District payable, in the manner provided under the Installment Purchase
Agreement, solely from Net Revenues, and other funds as provided in the Installment Purchase Agreement.
Net Revenues generally consist of all income and revenue received by the District from the operation or
ownership of the Wastewater System remaining after payment of Maintenance and Operation Costs, all as
further provided in the Master Agreement. The Installment Purchase Agreement constitutes a Senior
Obligation and, as such, is subject to the provisions of the Master Agreement and is afforded all of the
advantages, benefits, interests and security afforded Senior Obligations pursuant to the Master Agreement.
The District currently has Outstanding Senior Obligations payable from Net Revenues on parity
with the Installment Payments under the Installment Purchase Agreement. See “ESTIMATED SOURCES
AND USES OF FUNDS,” “FINANCIAL OBLIGATIONS – Existing Indebtedness” and “THE
DISTRICT” herein and APPENDIX C – “SUMMARY OF PRINCIPAL LEGAL DOCUMENTS – Master
Agreement” attached hereto. The District has no Subordinate Obligations currently outstanding.
Pursuant to the Master Agreement, the District will, to the extent permitted by law, fix, prescribe
and collect fees and charges for the services and facilities of the Wastewater System which will be at least
sufficient to yield during each Fiscal Year (a) Net Revenues equal to 125% of Debt Service on Senior
Obligations for such Fiscal Year and (b) Net Operating Revenues equal to 100% of Debt Service on all
Obligations for such Fiscal Year. The District may make adjustments from time to time in such fees and
charges and may make such classification thereof as it deems necessary, but shall not reduce the fees and
charges then in effect unless the Revenues and Net Revenues from such reduced fees and charges will at
all times be sufficient to meet the requirements of the Master Agreement. See “SECURITY AND SOURCE
OF PAYMENT FOR THE REVENUE OBLIGATIONS – Rate Covenant” herein.
298610182.5 3
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,
solely from 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, 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. The Installment Purchase Agreement
constitutes a Senior Obligation and, as such, is subject to the provisions of the Master Agreement and
is afforded all of the advantages, benefits, interests and security afforded Senior Obligations pursuant
to the Master Agreement. See “SECURITY AND SOURCES OF PAYMENT FOR THE REVENUE
OBLIGATIONS” herein.
Continuing Disclosure
The District has covenanted for the benefit of holders and beneficial owners of the Revenue
Obligations (a) to provide certain financial information and operating data (the “Annual Report”) relating
to the District and the property in the District not later than eight months after the end of the District’s Fiscal
Year (which currently would be March 1), commencing with the report for the 2024-25 Fiscal Year, and
(b) to provide notices of the occurrence of certain enumerated events. The specific nature of the information
to be contained in the Annual Report or the notices of enumerated events is set forth in the Continuing
Disclosure Agreement. See “CONTINUING DISCLOSURE” herein and APPENDIX D – “FORM OF
CONTINUING DISCLOSURE AGREEMENT.”
Miscellaneous
The descriptions herein of the Trust Agreement, the Master Agreement, the Installment Purchase
Agreement, the Continuing Disclosure Agreement and any other agreements relating to the Revenue
Obligations are qualified in their entirety by reference to such documents. Copies of the Trust Agreement,
the Master Agreement and the Installment Purchase Agreement are on file and available for inspection at
the corporate trust office of U.S. Bank Trust Company, National Association, Los Angeles, California
Attention: Corporate Trust.
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298610182.5 4
REFUNDING PLAN
A portion of the net proceeds from the sale of the Revenue Obligations will be, together with other
available funds, used to prepay the remaining installment payments to be made by the District in connection
with the Refunded 2016A Obligations (the “Refunded 2016A Installment Payments”). The Refunded
2016A Obligations are further described in the table below.
Under the terms of the Trust Agreement, dated as of March 1, 2016 (the “2016A Trust
Agreement”), by and between the District and U.S. Bank Trust Company, National Association, as
successor trustee (the “2016A Trustee”), pursuant to which the Refunded 2016A Obligations were executed
and delivered, and an Escrow Agreement, dated as of November 1, 2025 (the “2016A Escrow Agreement”),
between the District and the 2016A Trustee, the prepayment of the Refunded 2016A Installment Payments
will be effected by depositing a portion of the proceeds of the Revenue Obligations into the Escrow Fund
established under the 2016A Escrow Agreement (the “2016A Escrow Fund”).
The District will cause the 2016A Escrow Fund deposit to be invested in Government Obligations
(as defined in the 2016A Trust Agreement). The Government Obligations in the 2016A Escrow Fund will
pay principal and interest, together with cash on deposit therein, sufficient to pay the interest on the related
Refunded 2016A Installment Payments, and to make scheduled distributions thereof with respect to the
Refunded 2016A Obligations, due and payable through [February 1, 2026], and on [February 1, 2026] to
prepay without premium the unpaid related Refunded 2016A Installment Payments, and through
distribution of such prepayment to prepay the remaining related Refunded 2016A Obligations, all in
accordance with the terms of the related Installment Purchase Agreement, the 2016A Trust Agreement and
the applicable Refunded 2016A Obligations. See “VERIFICATION OF MATHEMATICAL
COMPUTATIONS” herein. The amounts deposited in the 2016A Escrow Fund will be held in trust solely
for the related Refunded 2016A Obligations and will not be available to pay the principal and interest
evidenced by the Revenue Obligations or any obligations other than the related Refunded 2016A
Obligations.
[Remainder of page intentionally left blank.]
298610182.5 5
Refunded 2016A Obligations
Prepayment Date: [February 1], 2026
Maturity Date
(February 1)
Principal
Amount
Outstanding
CUSIP
Number
(68428T)
Prepayment
Price
2027 $ 6,210,000 CJ4 100%
2028 6,525,000 CK1 100
2029 6,845,000 CL9 100
2030 7,190,000 CM7 100
2031 7,570,000 CN5 100
2032 7,950,000 CP0 100
2033 8,350,000 CQ8 100
2034 8,760,000 CR6 100
2035 9,205,000 CS4 100
2036 9,660,000 CT2 100
2037 10,145,000 CU9 100
2038 10,550,000 CV7 100
2039 10,975,000 CW5 100
ESTIMATED SOURCES AND USES OF FUNDS
The estimated sources and uses of funds in connection with the execution and delivery of the
Revenue Obligations are presented below.
Sources
Principal Amount of Revenue Obligations
Premium
Transfer of Amounts Under 2016A Trust Agreement
Total Sources
Uses
Deposit to 2016A Escrow Fund
Costs of Issuance(1)
Total Uses
____________________
(1) Costs of Issuance include, among other things, the Initial Purchaser’s discount, fees and expenses of rating
agencies, Special Counsel and Disclosure Counsel, Municipal Advisor, verification agent and the initial fees of
the Trustee.
THE REVENUE OBLIGATIONS
General
The Revenue Obligations will be prepared in the form of fully registered certificates of participation
in denominations of $5,000 and any integral multiple thereof. The Revenue Obligations will be dated as of
298610182.5 6
the date of initial delivery thereof and will mature on February 1 in such years as set forth on the inside
cover page hereof. Interest evidenced by the Revenue Obligations will be payable semiannually on
February 1 and August 1 of each year, commencing on February 1, 2026. The Revenue Obligations initially
will be delivered only in book-entry form and will be registered in the name of Cede & Co., as nominee of
The Depository Trust Company, New York, New York (“DTC”), which will act as securities depository
for the Revenue Obligations. Individual purchases of the Revenue Obligations will be made in book-entry
form only. Purchasers of Revenue Obligations will not receive physical certificates representing their
ownership interests in the Revenue Obligations purchased.
The interest evidenced by the Revenue Obligations shall be payable on each Interest Payment Date
to and including their respective Principal Payment Dates, 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 Revenue Obligations shall be payable on their respective Principal Payment Dates in each year and shall
represent the Installment Payments coming due on the Principal Payment Dates in each year. Each Revenue
Obligation 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 such Revenue Obligation shall evidence interest
from such Interest Payment Date, or unless such date of execution shall be on or prior to January 15, 2026,
in which case such Revenue Obligation shall represent interest from its date of initial delivery.
Notwithstanding, the foregoing, if, as shown by the records of the Trustee, interest evidenced by the
Revenue Obligations shall be in default, each Revenue Obligation shall evidence interest from the last
Interest Payment Date to which such interest has been paid in full or duly provided for. Interest evidenced
by the Revenue Obligations shall be computed on the basis of a 360-day year consisting of twelve 30-day
months. See APPENDIX C — “SUMMARY OF PRINCIPAL LEGAL DOCUMENTS — Trust
Agreement.”
Payments of principal and interest evidenced by the Revenue Obligations are payable directly to
DTC by U.S. Bank Trust Company, National Association, as successor trustee. Upon receipt of payments
of such principal and interest, DTC will in turn distribute such payments to the beneficial owners of the
Revenue Obligations. So long as the Revenue Obligations are held in the DTC book-entry system, the
interest, principal, purchase price and prepayment premiums, if any, due with respect to the Revenue
Obligations will be payable by the Trustee, or its agent, to DTC or its nominee. DTC, in turn, will make
payments pursuant to its procedures as described under APPENDIX E – “BOOK-ENTRY SYSTEM”
herein.
Prepayment Provisions
Optional Prepayment. The Revenue Obligations maturing on or after February 1, 20__ are subject
to optional prepayment prior to their stated Principal Payment Dates, on any date on or after February 1,
20__, in whole or in part, in Authorized Denominations, from and to the extent of prepaid Installment
Payments paid pursuant to the Installment Purchase Agreement or from any other source of available funds,
any such prepayment to be at a price equal to the principal evidenced by the Revenue Obligations to be
prepaid, plus accrued interest evidenced thereby to the date fixed for prepayment, without premium.
Selection of Revenue Obligations for Prepayment. Whenever less than all the Outstanding
Revenue Obligations are to be prepaid on any one date pursuant to the provisions of the Trust Agreement,
with respect to optional prepayment of Revenue Obligations, the Trustee shall select the Revenue
Obligations to be prepaid among Revenue Obligations with different Principal Payment Dates as directed
in a Written Request of the District. Whenever less than all the Outstanding Revenue Obligations with the
same stated Principal Payment Date are to be prepaid on any one date pursuant to the provisions of the
Trust Agreement, the Trustee shall select the Revenue Obligations with such Principal Payment Date to be
298610182.5 7
prepaid as directed in a Written Request of the District, or at the discretion of the District by lot in any
manner that the Trustee deems fair and appropriate, which decision shall be final and binding upon the
District and the Owners. The Trustee shall promptly notify the District in writing of the numbers of the
Revenue Obligations so selected for prepayment on such date. For purposes of such selection, any Revenue
Obligation may be prepaid in part in Authorized Denominations.
Notice of Prepayment. When prepayment of Revenue Obligations is authorized pursuant to the
Trust Agreement, the Trustee shall give notice, at the expense of the District, of the prepayment of the
Revenue Obligations. The notice of prepayment shall specify (a) the Revenue Obligations or designated
portions thereof (in the case of prepayment of the Revenue Obligations in part but not in whole) which are
to be prepaid, (b) the date of prepayment, (c) the place or places where the prepayment will be made,
including the name and address of any paying agent, (d) the prepayment price, (e) the CUSIP numbers
assigned to the Revenue Obligations to be prepaid, (f) the numbers of the Revenue Obligations to be prepaid
in whole or in part and, in the case of any Revenue Obligation to be prepaid in part only, the principal
evidenced by such Revenue Obligation to be prepaid, and (g) the interest rate and stated Principal Payment
Date of each Revenue Obligation to be prepaid in whole or in part. Such notice of prepayment shall further
state that on the specified date there shall become due and payable upon each Revenue Obligation 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, at least 20 but not more than 60 days prior to any prepayment date, give notice
of prepayment to the respective Owners of Revenue Obligations 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.
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 Revenue Obligations or the cessation of interest evidenced
thereby on the date fixed for prepayment.
Effect of Prepayment. If notice of prepayment has been duly given as aforesaid and moneys for
the payment of the prepayment price of the Revenue Obligations to be prepaid are held by the Trustee, then
on the prepayment date designated in such notice, the Revenue Obligations 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 Revenue Obligations so called for prepayment shall cease to accrue, such Revenue
Obligations shall cease to be entitled to any benefit or security hereunder and the Owners of such Revenue
Obligations shall have no rights in respect thereof except to receive payment of the prepayment price
thereof. The Trustee shall, upon surrender for payment of any of the Revenue Obligations to be prepaid,
pay such Revenue Obligations at the prepayment price thereof, and such moneys shall be pledged to such
payment.
SECURITY AND SOURCES OF PAYMENT FOR THE REVENUE OBLIGATIONS
Installment Payments
Pursuant to the Installment Purchase Agreement, the Project will be reacquired by the District from
the Corporation. The District has covenanted to 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. Pursuant to the Master Agreement, the District has established and
declared the conditions and terms upon which obligations such as the Installment Purchase Agreement, and
the Installment Payments and the interest thereon payable under the Installment Purchase Agreement, will
298610182.5 8
be incurred and secured. 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,
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), 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 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 Revenue Obligations substantially all of its rights, title and interest in and to
the Installment Purchase Agreement, including its right to receive Installment Payments and the interest
thereon.
The District has certain Existing Senior Obligations Outstanding payable from Net Revenues on
parity with the Installment Payments under the Installment Purchase Agreement. The term “Existing Senior
Obligations” as used in this Official Statement refers to the Installment Purchase Agreements relating to
the District’s currently Outstanding Senior Obligations, as set forth on Table 16 under the caption
“FINANCIAL OBLIGATIONS – Existing Indebtedness” herein. The term “Senior Obligations” as used in
this Official Statement refers to the Existing Senior Obligations and to any additional Senior Obligations,
such as the Installment Purchase Agreement, that may be made payable on a parity basis to the Installment
Payments as provided in the Master Agreement. Senior Obligations, together with any Subordinate
Obligations payable on a subordinate basis to the Installment Payments incurred as provided in the Master
Agreement, are referred to collectively as the “Obligations.” The District has no Subordinate Obligations
currently outstanding. See “FINANCIAL OBLIGATIONS — Existing Indebtedness” herein and
APPENDIX C — “SUMMARY OF PRINCIPAL LEGAL DOCUMENTS — Master Agreement” attached
hereto.
The obligation of the District to pay the Installment 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 Installment Purchase Agreement, and does
not constitute a debt of the District, the State or 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. The Installment Purchase Agreement constitutes a Senior Obligation and, as such, is subject to
the provisions of the Master Agreement and is afforded all of the advantages, benefits, interests and security
afforded Senior Obligations pursuant to the Master Agreement. See “SECURITY AND SOURCES OF
PAYMENT FOR THE REVENUE OBLIGATIONS” herein.
Available Funds of the District
As Senior Obligations under the Master Agreement, the Installment Payments are payable from
and secured by a pledge of Net Revenues. Should Net Revenues prove insufficient, the Installment Purchase
Agreement further provides that the Installment Payments are payable from any other lawfully available
funds of the District.
298610182.5 9
The primary lawfully available funds of the District are its reserve funds, other than trustee-held
amounts required to be in any Obligation Reserve Fund securing certain of the District’s Senior Obligations,
as described in the Master Agreement.
The District has an established reserve policy with seven distinct reserve criteria which together
comprise the District’s reserve fund target. Over a ten-fiscal year period, these requirements collectively
result in a year-ending reserve total for each fiscal year projected not to fall below $564 million as indicated
in the District’s ten-year cash flow forecast for fiscal years 2025-26 through 2034-35. Collectively, these
requirements average $570 million a year over the current ten-year cash flow forecast to support the
operation and maintenance of the District’s $15.7 billion in assets. The District’s reserves are not held in
segregated accounts.
The Debt Service Required Reserves criterion has been established at ten percent of outstanding
certificates of participation. Other debt service reserves are required to be under the control of a Trustee by
the provisions of such securities. These funds are not available for the general needs of the District and
must be maintained at specified levels. At June 30, 2025, the District’s Debt Service Required Reserves
totaled $57 million, of which $0 were trustee-held amounts in Obligation Reserve Funds under the Master
Agreement. See APPENDIX C – “SUMMARY OF PRINCIPAL LEGAL DOCUMENTS – Master
Agreement” attached hereto. District reserve funds are maintained in accordance with the District’s reserve
policy. See “DISTRICT REVENUES – Reserves.” Available reserves at June 30, 2025 were approximately
$919 million. See “DISTRICT REVENUES — Reserves,” “— Summary of Operating Data” and “—
Projected Operating Data.”
Net Revenues
The District is obligated to make Installment Payments from, among other things, Net Revenues as
provided in the Master Agreement, which consist of Revenues remaining after payment of costs paid by
the District for maintaining and operating the Wastewater System (“Maintenance and Operation Costs”).
Revenues are defined in the Master Agreement to mean, for any period, all income and revenue received
by the District during such period from the operation or ownership of the Wastewater System, determined
in accordance with generally accepted accounting principles, including all fees and charges received during
such period for the services of the Wastewater System, investment income received during such period (but
only to the extent that such investment income is generally available to pay costs with respect to the
Wastewater System, including Maintenance and Operation Costs), Net Proceeds of business interruption
insurance received during such period, ad valorem taxes received during such period, payments under the
Agreement Acquiring Ownership Interests, Assigning Rights and Establishing Obligations, entered into on
February 13, 1986, and amendment No. 1 thereto dated December 10, 1986 (the “IRWD Agreement”), by
and between predecessor County Sanitation District No. 14 of Orange County and the Irvine Ranch Water
District (the “IRWD”) received during such period and all other money received during such period
howsoever derived by the District from the operation or ownership of the Wastewater System or arising
from the Wastewater System (including any standby or availability charges), but excluding (a) Capital
Facilities Capacity Charges, (b) payments received under Financial Contracts, and (c) refundable deposits
made to establish credit and advances or contributions in aid of construction (which, for purposes of the
Master Agreement, shall not include payments under the IRWD Agreement); provided, however, that
(i) Revenues shall be increased by the amounts, if any, transferred during such period from the Rate
Stabilization Account to the Revenue Account and shall be decreased by the amounts, if any, transferred
during such period from the Revenue Account to the Rate Stabilization Account, and (ii) Revenues shall
include Capital Facilities Capacity Charges collected during such period to the extent that such Capital
Facilities Capacity Charges could be properly expended on a Capital Facilities Capacity Charge Eligible
Project for which the proceeds of Senior Obligations were used or are available to be used. Any Federal
298610182.5 10
Subsidy payments received by the District will constitute Revenues as defined in the Master Agreement.
See “DISTRICT REVENUES — Additional Revenues” herein.
The District’s obligation to make the Installment Payments from its Net Revenues is on parity with
the District’s obligation to make payments with respect to its other outstanding obligations described as
Senior Obligations and all Reimbursement Obligations with respect to Senior Obligations, as provided in
the Master Agreement. The Installment Purchase Agreement constitutes a Senior Obligation and, as such,
is subject to the provisions of the Master Agreement and is afforded all of the advantages, benefits, interests
and security afforded Senior Obligations pursuant to the Master Agreement. Pursuant to the Master
Agreement, the District pledges all Net Revenues to the payment of the Senior Obligations and
Reimbursement Obligations with respect to Senior Obligations, and the Net Revenues will not be used for
any other purpose while any of the Senior Obligations or Reimbursement Obligations with respect to Senior
Obligations remain unpaid; provided, however, that out of the Net Revenues there may be apportioned such
sums for such purposes as are expressly permitted by the Master Agreement. This pledge constitutes a first
lien on the Net Revenues for the payment of the Senior Obligations and Reimbursement Obligations with
respect to Senior Obligations. The term “Senior Obligations” generally means all revenue bonds or notes
(including bond anticipation notes and commercial paper) of the District authorized, issued, executed and
delivered under and pursuant to applicable law, the Installment Purchase Agreement, and all other contracts
(including financial contracts) or leases of the District authorized and executed by the District under and
pursuant to applicable law, including, without limitation, installment, lease or other payments which are, in
accordance with the provisions of the Master Agreement, payable from Net Revenues on parity with the
payments under the Master Agreement.
The District may at any time incur Subordinate Obligations payable on a subordinate basis to the
Installment Payments as provided in the Master Agreement; provided, however, that prior to incurring such
Subordinate Obligations, the District shall have determined that the incurrence thereof will not materially
adversely affect the District’s ability to comply with the requirements of the Master Agreement. The District
may at any time incur Reimbursement Obligations with respect to Subordinate Obligations. For a
description of the District’s Outstanding Senior Obligations and Subordinate Obligations, see
“FINANCIAL OBLIGATIONS — Existing Indebtedness” herein. There are currently no Subordinate
Obligations or Reimbursement Obligations with respect to Subordinate Obligations outstanding.
The District may, in connection with the incurrence of Subordinate Obligations, pledge Net
Revenues to the payment of Subordinate Obligations and Reimbursement Obligations with respect to
Subordinate Obligations; provided, however, that such pledge, and any lien created thereby, shall be junior
and subordinate to the pledge of, and lien on, Net Revenues for the payment of Senior Obligations and
Reimbursement Obligations with respect to Senior Obligations.
Rate Stabilization Account
To avoid fluctuations in its fees and charges of the Wastewater System, from time to time the
District may deposit in the Rate Stabilization Account from Net Revenues such amounts as the District
deems necessary or appropriate. From time to time, the District may also transfer moneys from the Rate
Stabilization Account to the Revenue Account to be used by the District, first to pay all Maintenance and
Operations Costs as and when the same shall be due and payable. In addition, any such amount transferred
from the Rate Stabilization Account to the Revenue Account by the District is included as Revenues for
any period, but such transferred amount is excluded from determining Operating Revenues for any period.
Revenues will be decreased by the amounts, if any, transferred from the Revenue Account to the Rate
Stabilization Account. There are presently no funds in the Rate Stabilization Account.
298610182.5 11
Allocation of Revenues
To carry out and effectuate the pledge of Net Revenues under the Master Agreement as described
above, the District agrees and covenants that all Operating Revenues received by the District will be
deposited when and as received in the Revenue Account. Additionally, amounts may, from time to time as
the District deems necessary or appropriate, be transferred from the Rate Stabilization Account and
deposited in the Revenue Account, as described above under “— Rate Stabilization Account” above. The
District will pay from the Revenue Account all Maintenance and Operations Costs (including amounts
reasonably required to be set aside in contingency reserves for Maintenance and Operations Costs, the
payment of which is not immediately required) as and when the same shall be due and payable.
After having paid, or having made provisions for the payment of, Maintenance and Operations
Costs, the District shall set aside and deposit or transfer, as the case may be, from the Revenue Account
such amounts at such times as provided in the Master Agreement in the following order of priority:
(1) Senior Obligation Payment Account;
(2) Senior Obligation Reserve Funds (the Revenue Obligations are not secured by any Reserve
Fund);
(3) Subordinate Obligation Payment Account;
(4) Subordinate Obligation Reserve Funds; and
(5) Rate Stabilization Account.
Amounts required or permitted to be deposited or transferred as described in items 2, 3, 4 and 5
above, shall not be so deposited or transferred unless the District shall have determined that there will be
sufficient Net Revenues available to make the required deposits or transfers on the dates on which such
deposits or transfers are required to be made as described above. So long as the District has determined that
Net Revenues will be sufficient to make all of the deposits or transfers required to be made pursuant to
items 1, 2, 3, 4 and 5 above, on the dates on which such deposits or transfers are required to be made, Net
Revenues on deposit in the Revenue Account may from time to time be used for any purpose for which the
District funds may be legally applied. For additional information, see APPENDIX C — “SUMMARY OF
PRINCIPAL LEGAL DOCUMENTS — Master Agreement.”
Rate Covenant
Pursuant to the Master Agreement, the District will, to the extent permitted by law, fix, prescribe
and collect fees and charges for the services of the Wastewater System which will be at least sufficient to
yield during each Fiscal Year (a) Net Revenues equal to 125% of Debt Service on Senior Obligations for
such Fiscal Year and (b) Net Operating Revenues equal to 100% of Debt Service on all Obligations for
such Fiscal Year. The District may make adjustments from time to time in such fees and charges and may
make such classification thereof as it deems necessary, but will not reduce the fees and charges then in
effect unless the Revenues and Net Revenues from such reduced fees and charges will at all times be
sufficient to meet the requirements of the Master Agreement.
In addition, the District has covenanted in the Master Agreement to prepare and adopt an annual
budget for the Wastewater System for each Fiscal Year. Such budget will set forth in reasonable detail the
Revenues anticipated to be derived in such Fiscal Year and the expenditures anticipated to be paid or
provided for therefrom in such Fiscal Year, including, without limitation, the amounts required to pay or
298610182.5 12
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 will show that Revenues and Net Revenues will be at least sufficient to satisfy the
requirements of the Master Agreement. On or before September 1 of each Fiscal Year, the District will file
with the Trustee a copy of the adopted budget for such Fiscal Year. See APPENDIX C — “SUMMARY
OF PRINCIPAL LEGAL DOCUMENTS — Master Agreement” for additional information.
The District projects its reserves in each of the next ten fiscal years not to fall below $564 million.
At its election, the District may use unrestricted reserves to help satisfy the rate covenant described above.
See “DISTRICT REVENUES – Reserves” herein.
Limitations on Issuance of Additional Obligations
Senior Obligations. The District may at any time incur Senior Obligations in addition to the
Existing Senior Obligations payable from Net Revenues as provided in the Master Agreement on parity
with all other Senior Obligations theretofore incurred but only subject to the following conditions under the
Master Agreement:
(1) Upon the incurrence of such Senior Obligations, no Event of Default will be continuing
under the Master Agreement; and
(2) Subject to the provisions of the Master Agreement, the District will have received either
one of the following:
(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 will be specified in such certificate or
certificates):
(A) Net Revenues, as shown by the books of the District, will have amounted
to at least 125% of Maximum Annual Debt Service on all Senior
Obligations to be outstanding immediately after the incurrence of such
Senior Obligations, and
(B) Net Operating Revenues, as shown by the books of the District, will have
amounted to at least 100% of Maximum Annual Debt Service on all
Obligations to be outstanding immediately after the incurrence of such
Senior Obligations.
For purposes of demonstrating compliance with the foregoing, Net Revenues and
Net Operating Revenues may be adjusted for (x) any changes in fees and charges
for the services of the Wastewater System which have been adopted and are in
effect on the date such Senior Obligations are incurred, but which, during all or
any part of such 12 consecutive calendar month period, were not in effect,
(y) customers added to the Wastewater System subsequent to such 12 consecutive
calendar month period but prior to the date such Senior Obligations are incurred,
and (z) the estimated change in available Net Revenues and Net Operating
Revenues which will result from the connection of existing residences or
businesses to the Wastewater System within one year following completion of any
298610182.5 13
project to be funded or any system to be acquired from the proceeds of such Senior
Obligations; or
(ii) A certificate or certificates from one or more Consultants which, when taken
together, project that, for each of the two Fiscal Years next succeeding the
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 the certificate or certificates described above, the
Consultant may rely upon financial statements prepared by the District that have
not been subject to audit by an independent certified public accountant if audited
financial statements for the period are not available.
See also “FINANCIAL OBLIGATIONS – Existing Indebtedness” herein. The District is not
required to comply with the provisions described above in paragraph (2) if the Senior Obligations being
incurred 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 PRINCIPAL LEGAL
DOCUMENTS — Definitions” herein.
The determination of Net Revenues for use in the calculation described above is more fully
described in APPENDIX C — “SUMMARY OF PRINCIPAL LEGAL DOCUMENTS — Master
Agreement — Senior Obligations” attached hereto. The District is not required to comply with the
provisions described in paragraph (2) above for such portion of Senior Obligations incurred for the purpose
of providing funds to refund or refinance Senior Obligations if (i) upon such refunding or refinancing, debt
service on such refunded or refinanced Obligations, or debt service on bonds, notes or other obligations of
an entity other than the District, the debt service on which is payable from Obligation Payments for such
Obligations (the “Related Bonds”), will no longer be included in the calculation of Assumed Debt Service
either because such Obligations, or the Related Bonds of such Obligations, will have been paid in full or
because such debt service is disregarded pursuant to clause (L) of the definition of Assumed Debt Service,
and (ii) Assumed Debt Service in each Fiscal Year for the portion of such Senior Obligations incurred for
the purpose of providing funds to refund or refinance such Obligations is less than or equal to 105% of
Assumed Debt Service in such Fiscal Year for such Obligations being 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
298610182.5 14
Debt Service). See APPENDIX C — “SUMMARY OF PRINCIPAL LEGAL DOCUMENTS — Master
Agreement” attached hereto for additional information. The District may at any time incur Reimbursement
Obligations with respect to Senior Obligations.
Subordinate Obligations. The District may at any time incur Subordinate Obligations upon
satisfaction of the conditions provided in the Master Agreement. See APPENDIX C — “SUMMARY OF
PRINCIPAL LEGAL DOCUMENTS — Master Agreement” herein for a description of such conditions.
There are currently no Subordinate Obligations outstanding.
Insurance
The District will procure and maintain or cause to be procured and maintained casualty insurance
on the Wastewater System with responsible insurers, or provide self- insurance (which may be provided in
the form of risk-sharing pools), in such amounts and against such risks (including accident to or destruction
of the Wastewater System) as are usually covered in connection with facilities similar to the Wastewater
System. The District will procure and maintain such other insurance which it will deem advisable or
necessary to protect its interests and the interests of the Corporation. See “THE DISTRICT — Risk
Management” and APPENDIX C — “SUMMARY OF PRINCIPAL LEGAL DOCUMENTS — Master
Agreement” herein.
Allocation of Installment Payments
Set forth in Table 1 are the principal and interest payments on the Revenue Obligations. Also set
forth are the payments due on Existing Senior Obligations, excluding the Refunded 2016A Obligations.
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298610182.5 15
Table 1
Payments Relating to the Revenue Obligations
and Existing Senior Obligations of the District
As of ______, 2025
Fiscal Year
Ending
June 30
Installment Payments
Relating to Revenue Obligations
Other
Senior Obligations(1)
Total Principal Interest Principal Interest
____________________
(1) Excludes payments with respect to the Refunded 2016A Obligations, which are to be refunded with the proceeds
of the Revenue Obligations. See “REFUNDING PLAN” herein.
THE DISTRICT
Background
The District is managed by the Board of Directors, whose members are appointed by 25 member
cities and agencies which are serviced by the District. The District is a public agency responsible for
construction and maintenance of a major portion of the wastewater collection, treatment, recycling and
disposal facilities within its boundaries and is the third largest regional wastewater collection, treatment
and recycling agency west of the Mississippi River. The District provides service to an area with a
population of approximately 2.6 million people in the central and northwest portion of the County by
treating an average of 184 mgd of wastewater in Fiscal Year 2024-25. The District serves approximately
81% of the County population in approximately 479 square miles, or approximately 60% of the County’s
area. Local sanitary districts, water districts and cities are responsible for local sewers in the District’s
service area. The District recycles 100% of their reclaimable flow.
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
298610182.5 16
District’s service area originally consisted of seven independent special districts in the County which were
each responsible for matters relating to their individual districts. These special districts were jointly
responsible for the treatment and disposal facilities which they each used. The seven independent districts
were successors to the Joint Outfall Sewer Organization, which was formed in 1923 among the Cities of
Anaheim, Santa Ana, Fullerton, and Orange, and the sanitary districts of Placentia, Buena Park, La Habra,
and Garden Grove. The Joint Outfall Sewer Organization constructed a treatment plant and outfall in the
early 1920s to serve its members. It was reorganized in 1947 and 1948 into seven county sanitation districts
– District Nos. 1, 2, 3, 5, 6, 7 and 11. These prior districts were formed based on engineers’ analyses of the
gravity flows in the service area. District No. 13 was formed in 1985 and District No. 14 was added in 1986.
These districts were co-participants in a Joint Agreement which provided for the joint construction,
ownership, and operation of the prior districts’ joint facilities.
In April 1998, at the request of the Board of Directors of the District (the “Board of Directors”),
the Board of Supervisors of the County of Orange (the “County Board”) passed Resolution No. 98-140
approving the consolidation of the then existing nine special districts into a new, single sanitation district,
to be known as the Orange County Sanitation District. This action was designed to simplify governance
structures, reduce the size of the Board of Directors, ease administrative processes, streamline decision-
making and consolidate accounting and auditing processes. The consolidation was effective on July 1, 1998.
Pursuant to Resolution No. 98-140 and Government Code Section 57500, the prior districts
transferred and assigned all of their powers, rights, duties, obligations, functions and properties to the
District, and the District assumed all obligations of the prior districts which were several and not joint
including, without limitation, their obligations to repay the then outstanding certificates of participation.
The boundaries of the nine predecessor special districts were initially used by the District to delineate
separate revenue areas (the “Revenue Areas”) for budgeting and accounting purposes and in order to
facilitate the imposition of fees and charges imposed by the District. See “DISTRICT REVENUES – Sewer
Service Charges” herein.
Organization and Administration
The District is independent of and overlaps other political jurisdictions. There are many
governmental entities, including the County, that operate within the District’s jurisdiction. These 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 25-member Board of Directors is composed of representatives from 20 cities, four special
districts and a member representing the County. Several board committees, made up of members of the
Board of Directors, consider topics for action by the Board of Directors and make recommendations to the
Board of Directors. The Chairperson and the Vice Chairperson of the Board of Directors are elected every
year by a majority of the Board of Directors and serve at the pleasure of a majority of the Board of Directors.
The District has a general manager, outside general counsel, and administrative and operating staff,
with its headquarters located in Fountain Valley, California. The District currently employs an
administrative and operating staff of approximately 660 under the direction of its General Manager, Robert
Thompson.
Robert Thompson, P.E., is General Manager of the District and has served in this capacity since
February 10, 2023. Mr. Thompson has been with the District since 1995. Prior to becoming the General
Manager, he was the Assistant General Manager overseeing the Operations & Maintenance and
Engineering departments. He has served in many capacities including Manager of the Process Controls
Division to oversee the maintenance, installation and programming of the supervisory control and data
298610182.5 17
acquisition system and programmable logic controllers; Engineering Manager overseeing the
instrumentation shops, electrical shops and power generation plants; and Engineering Manager overseeing
Asset Management and Engineering Planning, and Director of Engineering. He has had a lead role in
creating and maintaining engineering, programming, tagging and asset standards for the District.
Lorenzo Tyner is the Assistant General Manager of the District. Mr. Tyner joined the District in
2005 after serving as Los Angeles Unified School District Budget Director and Deputy Chief Financial
Officer. Mr. Tyner oversees the Administrative Services and Environmental Services departments.
Mr. Tyner came to the District in 2005 and has more than 30 years of public finance and budgeting
experience and in government management. Among his achievements at the District is the implementation
of the successful strategies to eliminate the District’s unfunded pension liability and obtain a AAA bond
rating from the three major rating agencies reflecting the District’s well managed financial and operational
plans.
Michael Dorman is the Director of Engineering of the District. Mr. Dorman joined the District in
2009. Mr. Dorman is responsible for overseeing the planning, project management, design, and construction
of Capital Improvement Program projects. He has served as the Engineering Manager of the Design
Division of the District ensuring projects were properly designed, commissioned and programmed for
collections and treatment plans. He also oversaw the Electrical and Control Systems Division ensuring
electrical, instrumentation and control systems for projects were properly designed, constricted, inspected,
programmed and commissioned. Mr. Dorman has over 30 years of engineering experience. Prior to joining
the District, he worked as a consultant supervising electrical and instrumentation groups responsible for the
design and programming of water, wastewater and infrastructure projects.
Lan Wiborg is the Director of Environmental Services of the District. Ms. Wiborg joined the
District in 2019. She oversees the EPA-authorized Pretreatment Program implementation and enforcement,
regulatory compliance for air quality, biosolids management, and ocean discharge, and one of the largest
municipal laboratories and ocean monitoring programs on the west coast. Ms. Wiborg has more than [26
years] of water and wastewater utility experience and most recently served as the City of San Diego’s
Deputy Public Utilities Director of Long-Range Planning and Water Resources.
Wally Ritchie is the Director of Finance of the District. Mr. Ritchie joined the District in 2019 as
Controller. Mr. Ritchie is responsible for providing oversight over the District’s accounting and treasury,
contracts, purchasing and materials management, information technology and facilities maintenance
functions. He has more than 16 years of experience in government finance and management, previously
filling the roles of Finance Director and Assistant City Manager for the Utah cities of Ivins and Santa Clara,
and City Manager in Santa Clara.
Laura Maravilla is the Director of Human Resources of the District. Ms. Maravilla joined the
District in 2004. Ms. Maravilla is responsible for providing quality human resources management, ensuring
compliance with employment law and regulations, and developing and administering programs designed to
attract and retain top talent and ensure the safety of the District’s workforce. Ms. Maravilla has [24] years
of experience in all aspects of human resources, both in the private and public sector.
Riaz Moinuddin is the Director of Operations & Maintenance of the District. Mr. Moinuddin joined
the District in 2004. Mr. Moinuddin is responsible for overseeing and managing the 24-hour operations of
the District’s facilities, and most recently he served as the Engineering Manager for the Maintenance Group
maintaining assets and systems for the treatment plants and developing and executing maintenance
strategies for civil, mechanical, electrical, instrumentation and control systems. Prior to working for the
District, Mr. Moinuddin worked as a design engineer and consultant for CH2MHill where he was
298610182.5 18
responsible for a variety of projects involving water and wastewater treatment systems and many multi-
phased capital improvement projects.
Jennifer Cabral is the Director of Communications of the District. Ms. Cabral leads the Public
Affairs Office and Board Services managing communications, community relations, public affairs,
legislative and government affairs, branding, stakeholder relationships, event planning, media relations,
board relations and public records. Ms. Cabral has over 20 years of experience in a wide range of areas that
include public affairs, administration, board services and wastewater industry relations. Her professional
experience includes development and implementation of award-winning proactive public participation and
community outreach programs.
Services
The District owns and operates regional wastewater collection, treatment, recycling, and disposal
facilities for the metropolitan area in the central and northwest 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 Area” herein.
Generally, local agency systems collect wastewater from residential and industrial customers and
convey the wastewater to District trunk sewer pipelines for conveyance to the District’s wastewater
reclamation plants.
The District’s staff is responsible for operating and maintaining the District’s infrastructure,
although some work is performed by external contractors.
Currently, the District has established supply contracts for all chemicals necessary to the operation
and maintenance of the facilities with sufficient standby systems in the event of equipment failures or
system outages.
Service Area
The map on the inside cover of this Official Statement shows the District’s boundaries and selected
cities located within the District. District boundaries were originally established in 1947 and 1948 based on
drainage basins. As the existing cities have grown and new areas have incorporated, city limits have come
to overlap District boundaries. The District currently serves an approximately 479 square-mile area
including 23 of the County’s 34 cities and various unincorporated areas of the County. The District serves
a population of approximately 2.6 million residents.
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298610182.5 19
Set forth in Table 2 below is a list of the cities and unincorporated areas currently served by the
District and their estimated populations as of January 1, 2025.
Table 2
Estimated Populations of Cities and Unincorporated Areas
Served by the Orange County Sanitation District
As of January 1, 2025
City Population
Anaheim 341,773
Brea 47,900
Buena Park 82,667
Costa Mesa 110,321
Cypress 49,499
Fountain Valley 56,560
Fullerton 141,469
Garden Grove 171,492
Huntington Beach 193,134
Irvine 318,629
La Habra 61,202
La Palma 15,110
Los Alamitos 12,006
Newport Beach 82,654
Orange 139,724
Placentia 53,982
Santa Ana 315,325
Seal Beach 24,400
Stanton 40,552
Tustin 79,326
Villa Park 5,738
Westminster 90,295
Yorba Linda 66,267
Cities Subtotal(1) 2,500,025
Unincorporated Areas (estimated)(2) 68,952
Total 2,568,977
____________________
(1) Demographic Research Unit, State of California Department of Finance.
(2) Center for Demographic Research, California State University, Fullerton.
Employees
As of June 30, 2025, the District had a total of approximately 629 employees. The majority of the
District employees are represented by recognized employee organizations, which include the following: the
Orange County Employees Association (“OCEA”), representing administrative/clerical, technical services
and engineering employees since 1979, the International Union of Operating Engineers – Local 501 (“Local
501”), representing operations and maintenance employees since October 1985, and the Supervisory and
Professional Management Group (“SPMT/AFSCME”), representing employees within the Supervisor
Group and Professional Group since 1991. The total number of represented employees as of June 30, 2025
was 585, and is broken down as follows: 92 employees represented by OCEA, 192 employees represented
by Local 501, and 301 employees represented by SPMT/AFSCME. In July 2025, the District reached final
298610182.5 20
agreement with all bargaining units on the current set of labor contracts that will expire on June 30, 2028.
Historically, the District has experienced positive and collaborative working relationships with each
organization and has not endured any work stoppages since its formation in 1998.
Retirement Plan
The District participates in the Orange County Employees Retirement System (“OCERS”), a cost-
sharing multiple-employer defined benefit pension plan, which is governed and administered by a nine-
member Board of Retirement. OCERS was established in 1945 under the provisions of the County
Employees Retirement Law of 1937, and provides members with retirement, death, disability, and cost of-
living benefits.
All full-time and part-time District employees participate in OCERS. Contributions are based on
an OCERS actuarial-determined rate structure and age at time of employment; contributions are deducted
on a pre-tax basis. Most employees do not pay into Social Security with the exception of 1.45% of gross
income, which is paid into the Medicare portion of Social Security. The amount of the retirement allowance
is based upon the member’s age at retirement, the member’s “final compensation” as defined in Section
31462 of the Retirement Law of 1937, the total years of service under OCERS, and the employee’s
classification as a Plan B, H or U member. Plan U applies to all full-time and part-time employees hired on
or after January 1, 2013. Plan B applies to supervisor and professional employees hired on or after
October 1, 2010, Local 501 employees hired on or after July 1, 2011 and OCEA employees hired on or
after August 1, 2011. Plan H applies to employees hired on or after September 21, 1979 and prior to the
eligibility dates for Plan B or Plan U. Plan H provides 2.5% of final compensation per year of service at
age 55. Plan B provides 1.667% of final compensation per year of service at age 57.5, and Plan U provides
2.5% at 67. “Final compensation” is the highest consecutive 36 months of compensation divided by three
for Plan B, H, and U members. Benefits fully vest under the OCERS retirement plan upon reaching five
years of service. Employees who retire at or after age 50 with ten or more years of service are eligible to
receive an annual retirement allowance, but at a reduced benefit for those employees retiring prior to age
67 for Plan U members, 57.5 for Plan B members, or prior to age 55 for Plan H members. OCERS also
provides death and disability benefits.
As a condition of participation under the provisions of the County Employees Retirement Law of
1937, members are required to contribute a percentage of their annual compensation to OCERS. The
District contributes a portion of the employee’s contribution to OCERS for members of Plan H based on a
percentage of the covered employee’s base salary. Members of Plans U and B do not receive any
contributions toward employee contribution to OCERS. As of the December 31, 2024 valuation, OCERS
had an aggregate Unfunded Actuarial Accrued Liability (“UAAL”) of approximately $4.6 billion, and a
funded ratio of 83.8%.
Set forth in Table 3 below is a current comparison of the District’s required contributions to OCERS
for Fiscal Years 2020-21 through 2023-24 and projected required contributions for Fiscal Year 2024-25.
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298610182.5 21
Table 3
Orange County Sanitation District
District Required Contributions to OCERS for Fiscal Years 2020-21 through 2023-24 and
Projected Required Contributions for Fiscal Year 2024-25
Fiscal Year Rate(1)
District Required
Contributions
2020-21 11.75% $8,479,429
2021-22 11.53 8,537,920
2022-23 11.64 8,816,866
2023-24 11.40 9,172,411
2024-25(2) 11.25 9,725,737
____________________
(1) Required contribution as a percent of covered payroll. Rate includes both (1) the portion attributable to the normal
contribution and (2) the portion attributable to amortization of UAAL (the “UAAL Rate”), if any. Combined rate
for all Plans. Actuarial valuation as of December 31, 2024 assumed an investment return of 7.00%, net of
administrative and investment expenses.
(2) Projected.
Source: Orange County Sanitation District.
As of December 31, 2024, the date of the most recent actuarial valuation completed by OCERS,
the District’s past UAAL remained $0. The balance in the District’s UAAL deferred account as of
December 31, 2024 was about $11.9 million. The balance in the District’s UAAL deferred account may be
applied to the District’s Actual Future UAAL (but not normal contributions) in later periods. As of
December 31, 2024, there was no transfer required from this account to pay off the District’s UAAL.
The District has satisfied its past normal contributions from other funds, and currently intends to
continue that practice.
For the Fiscal Year ended June 30, 2025, total payroll costs of District employees covered by
OCERS was $86,488,804.
The District’s retirement program includes Additional Retiree Benefit Account (“ARBA”) benefits.
ARBA benefits provide a monthly payment to retirees towards the premium costs of health insurance for
the retiree and eligible dependents. The retiree is not required to use this amount for health insurance
premium or to remain on the OCERS medical plan. Benefits vest upon retirement. The District pays 100%
of the cost for the ARBA plan and utilizes a pay-as-you-go method for funding the plan. The District paid
$1,268,650 in ARBA benefits during Fiscal Year 2024-25.
For more information regarding OCERS and the District’s retirement plan as of June 30, 2024, see
Note 6 to the Annual Comprehensive Financial Report of the Orange County Sanitation District for the
Year Ended June 30, 2024 set forth in Appendix A. The Annual Comprehensive Financial Reports of the
Orange County Employees Retirement System are available on the OCERS website at
http://www.ocers.org. The information on such website is not incorporated herein by such reference or
otherwise. The District cannot predict whether the OCERS investment portfolio will experience additional
losses in the future; however, any future losses could result in material increases in the District’s required
contributions.
298610182.5 22
Other Post-Employment Benefits
In June 2015, Governmental Accounting Standards Board (“GASB”) issued Statement No. 75,
which requires state and local governmental employers to recognize a liability as the employees earn
benefits by providing services for its post-employment benefits other than pension benefits (known as other
post-employment benefits or “OPEB”) and to recognize total OPEB liability if the OPEB is not
administered through a trust that meets the specified criteria. Changes to OPEB liability are recognized
immediately as OPEB expenses or deferred outflows/inflows of resources. The statement replaces the
requirements of Statement No. 45. The District adopted Statement No. 75 for the fiscal year beginning
July 1, 2017, as required of GASB. According to the District’s actuary, Demsey, Filliger & Associates (the
“Actuary”), the unfunded OPEB liability as of July 1, 2024 was approximately $4.30 million. The District
does not believe that its OPEB liability will have a material impact on its operational results.
Risk Management
As of the date hereof, the District has in force basic all risk property and casualty insurance,
including theft, fire, flood, terrorism and boiler and machinery losses at its plants and pump stations. The
District carries commercial cyber liability coverage. The District is self-insured for portions of workers’
compensation, property damage and general liability. The self-insurance portion of workers’ compensation
is $1,000,000 per person per occurrence with outside excess insurance coverage to the statutory limit. The
self-insured portion for property damage covering fire and other disasters is $500,000 per occurrence (for
most perils) with outside excess insurance coverage to $1,000,000,000. The self-insured portion for
property damage covering flood is $1,000,000 per occurrence with outside excess insurance coverage to
$25,000,000. The District also maintains outside comprehensive boiler and machinery insurance with
$100,000,000 limits and a $25,000 self-insured retention and business interruption insurance with
$100,000,000 limits and a $500,000 self-insured retention.
The District is self-insured for general liability coverage up to $1,000,000 per occurrence, with
excess general liability coverage up to $40,000,000. The District is self-insured for pollution liability
coverage up to $250,000 per loss, with outside pollution liability insurance coverage up to $10,000,000. In
addition, the District has limited earthquake insurance partially covering several key structures; beyond
that, the District relies on a combination of self-insurance and District reserves for all property damage
from the perils of seismic activity as well as the expectation that some disaster relief funds may be available
from the Federal Emergency Management Agency (“FEMA”) to address any resulting damage. See
“DISTRICT REVENUES – Reserves” and “– Emergency Management: Response and Recovery.” There
is no assurance that, in the event of a significant seismic event, a combination of self-insurance, District
reserves or FEMA assistance would be available or sufficient for the repair or replacement of the affected
property.
During the past five fiscal years there have been no settlements in excess of covered amounts.
Claims against the District are primarily processed by outside claim administrators or the District’s General
Counsel. The District believes that there are no unrecorded claims as of June 30, 2025 that would materially
affect the financial position of the District.
For information regarding the District’s insurance coverage as of June 30, 2024, see Note 1 to the
Annual Comprehensive Financial Report of the Orange County Sanitation District for the Year Ended
June 30, 2024 set forth in Appendix A.
298610182.5 23
Existing Facilities
The District’s existing facilities include two water reclamation plants, 15 off-plant pump stations,
various interplant pipelines and connections, and ocean outfall facilities. The existing reclamation plants
have a rated primary treatment capacity of 376 mgd, including standby capacity. The District’s collection
system includes 12 trunk sewers consisting of approximately 388 miles of sewers in total.
The District utilizes several phases for the treatment of wastewater. The first phase, preliminary
treatment, removes any large debris as well as heavy, non-biodegradable materials (grit) such as sand and
eggshells that could damage downstream treatment equipment. In the next phase, primary treatment,
wastewater travels through large settling basins called clarifiers. These clarifiers allow for the separation of
solids that either settle (sludge) or float (scum) from the wastewater. The collected solids are sent to solids
treatment and handling facilities while the wastewater moves on to secondary treatment for further
processing. See also “ - Biosolids Management” below. During secondary treatment, the wastewater is
treated with naturally occurring microorganisms to remove most of the remaining dissolved and suspended
organic solids. As part of the secondary treatment process, the sludge and scum are again collected and sent
to solids treatment. All treated wastewater is then either provided to Orange County Water District
(“OCWD”) for further treatment through the Groundwater Replenishment System (“GWRS”) or discharged
via the ocean outfall system. A total of 130 mgd can be reclaimed by GWRS. See “ - Groundwater
Replenishment System” below.
Reclamation Plant No. 1 (“Plant No. 1”) is located in the City of Fountain Valley, approximately
four miles inland of the Pacific Ocean and adjacent to the Santa Ana River. Influent wastewater entering
Plant No. 1 passes through a flow metering and diversion structure, mechanical bar screens, grit chambers,
and primary basins, before going to one of two secondary treatment processes –activated sludge or trickling
filters. Secondary treated effluent is sent to the adjacent GWRS facility for tertiary treatment prior to
reclamation and groundwater recharge. If OCWD is unable to accept these flows, this secondary effluent
also can be diverted to the ocean discharge system described below.
Solids treatment at Plant No. 1 includes co-thickening of primary and secondary sludge and scum,
followed by anaerobic digestion and centrifuge dewatering resulting in the production of Class-B biosolids.
Digester gas produced at Plant No. 1 is collected, cleaned, compressed, and distributed to Plant No. 1
Central Power Generation Facility as a renewable fuel for energy generation. In addition, Plant No. 1
includes facilities for odor control and chemical addition to support the aforementioned processes.
Reclamation Plant No. 2 (“Plant No. 2”) is located in the City of Huntington Beach, 1,500 feet from
the Pacific Ocean, at the mouth of the Santa Ana River. Influent wastewater entering Plant No. 2 passes
through a flow metering structure and is separated into two distinct trains for treatment – reclaimable and
non-reclaimable. Each train receives similar preliminary and primary treatment, passing through
mechanical bar screens, grit removal chambers, and primary basins; however, secondary treatment for the
two trains differs. Reclaimable flow utilizes trickling filters with solids contact basins whereas non-
reclaimable flow passes through a pure-oxygen activated sludge process. Non-reclaimable flow is
discharged to the ocean via the outfall pumping system and reclaimable flow is pumped to Plant No. 1
where it is combined with the secondary effluent flows from Plant No. 1 for tertiary treatment at the GWRS
facility.
Solids treatment at Plant No. 2 includes dissolved air flotation thickening, anaerobic digestion, and
centrifuge dewatering resulting in the production of Class-B biosolids. Digester gas produced at Plant No.
2 is collected, cleaned, compressed, and distributed to Plant No. 2 Central Power Generation Facility as a
renewable fuel for energy generation. Plant No. 2 also has facilities for odor control and chemical addition.
298610182.5 24
The ocean outfall system includes three discharge structures: Outfall No. 1, Outfall No. 2, and the
Santa Ana River Emergency Overflow Weirs. Outfall No. 2 serves as the primary ocean outfall, discharging
treated wastewater approximately five miles offshore at a depth of approximately 200 feet. It began service
in 1971. Based on the findings of a comprehensive assessment study completed in 2022, a rehabilitation
project is in progress expected to ensure outfall reliability for many years to come. Outfall No. 1 serves as
an emergency outfall and primary backup to Outfall No. 2. The District’s NPDES permit specifies that this
outfall can be used only in the case of an emergency or during planned maintenance activities. The outfall
system has two Santa Ana River Emergency Overflow Weirs at Plant No. 2, which discharge directly to
the Santa Ana River. These weirs are for extreme emergency use only and serve as a secondary backup to
the primary outfall facilities, ensuring the safety and welfare of the community at large.
Set forth in Table 4 below are the reclamation plants’ approximate treatment capacities.
Table 4
Wastewater System Treatment Capacities
(mgd)
As of June 30, 2025
2024-25
Actual Flows
Primary
Treatment
Capacity
Secondary
Treatment
Capacity
Plant No. 1 117 208 182
Plant No. 2 67 168 150
Aggregate Treatment 184 376 332
____________________
Source: Orange County Sanitation District.
The District also has the capability to divert a portion of the influent flow from Plant No. 1 to Plant
No. 2 through interplant connections. A portion of the flow destined for Plant No. 2 can also be diverted to
Plant No. 1 instead via structures located throughout the collection system. Another interplant facility
allows gas generated during solids treatment described above to be transported between Plant No. 1 and
Plant No. 2 and allows digester gas (which is used as fuel for many of the facilities’ engines) from one plant
to be used at the other to balance the supply and demand, which results in more efficient gas utilization
compared to use isolated by plant. This optimization allows the District to produce enough electricity to
meet two-thirds of the power needed to run both Plant No. 1 and Plant No. 2.
Permits, Licenses and Other Regulations
The District is subject to laws, rules and permits issued by federal, state, regional and local
regulatory bodies. The Wastewater System is subject to regulations imposed by the 1972 Clean Water Act,
as amended (the “Clean Water Act”), the California Environmental Quality Act of 1970, as amended
(“CEQA”) and the Federal Clean Air Act (the “Clean Air Act”). Regulatory requirements to conform with
these laws are primarily administered by the United States Environmental Protection Agency (the “EPA”),
the California Air Resources Board (“CARB”), the Santa Ana Regional Water Quality Control Board
(“RWQCB”), and the South Coast Air Quality Management District (“AQMD”). These agencies regulate
the standards of quality of water or air that can be discharged or emitted from the reclamation plants and
their processes as well as pump stations. The Clean Water Act directs the EPA to monitor and regulate the
discharge of pollutants into the waters of the United States, including a requirement that all wastewater
treatment plants provide primary and secondary treatment. In 1977 Congress amended the Clean Water Act
to allow modification (so-called “waivers”) of secondary treatment standards for certain ocean dischargers,
298610182.5 25
if they could demonstrate to the satisfaction of the EPA that no adverse environmental impacts would occur.
Similarly, in 1990, Congress amended the Clean Air Act to establish the Title V federal operating permit
program and technology-based control requirements for hazardous air pollutants. The District currently has
all applicable permits and licenses necessary to operate its facilities.
Since the passage of the Clean Water Act the District has discharged treated wastewater into the
Pacific Ocean under a permit issued by the EPA and the RWQCB. The discharge permit included a
modification under the Section 301(h) provisions of the Clean Water Act, allowing for less than full
secondary treatment based on an ocean discharge of sufficient depth, distance, and dilution. The permit was
initially issued in 1985 and was the first modified Section 301(h) permit issued to a major wastewater
treatment facility. The permit was re-issued on May 6, 1998 and expired on June 8, 2003.
On July 17, 2002, the Board of Directors adopted Resolution No. OCSD 02-14, “Establishing the
Policy for Level of Treatment of Wastewater Discharged into the Ocean.” This resolution established the
District’s policy to treat all wastewater discharges into the ocean to secondary treatment standards, thereby
providing for continued public safety, marine ecosystem protection, and water reclamation opportunities.
To implement this policy, the District’s staff was directed to immediately proceed with the planning, design
and implementation of treatment methods that will allow the District to meet Clean Water Act secondary
treatment standards with the expressed purposes of eliminating the need for the permit modification
received under Section 301(h).
Following Resolution No. OCSD 02-14, the District withdrew its Section 301(h) waiver and
prepared a National Pollutant Discharge Elimination System (“NPDES”) Permit Application. The District
submitted its application to the EPA and the RWQCB and received an NPDES permit on October 31, 2004,
requiring the District to meet secondary treatment levels in accordance with a time schedule order (“TSO”).
The District completed these improvements ahead of the TSO in December 2012 at a total capital
improvement cost of $537.8 million.
As required, the District has submitted multiple permit renewal applications. The current NPDES
permit (Order No. R8-2021-0010, NPDES No. CA0110604) went into effect on August 1, 2021 and will
remain in effect through July 31, 2026. An NPDES renewal application will be submitted to the EPA and
the RWQCB no later than January 31, 2026.
The District is also subject to the requirements of the Clean Air Act, which mandates attainment
with national ambient air quality standards for criteria pollutants (ozone, particulate matter, carbon
monoxide, lead, nitrogen dioxide, and sulfur dioxide). Air pollutants cause adverse effects on human health
and environment. The AQMD is the local air pollution control agency charged with implementing the Clean
Air Act. In addition to mandated criteria pollutants, the AQMD also implements numerous federal and State
requirements related to toxic air pollutants which can cause cancer or other severe localized health effects.
For example, the State’s Air Toxic Hot Spots Act (Assembly Bill 2588) requires facilities to conduct health
risk assessments and notify the neighboring communities if the health risk exceeds the regulatory thresholds
established by the local air pollution control district.
Pursuant to AQMD’s requirements, the District must obtain permits before capital improvement
projects can be constructed and operated as well as any project that has the potential to emit air
contaminants. Such permits are project-specific and may contain conditions that govern design criteria,
operating parameters, and emissions standards. In accordance with 40 C.F.R. § 63, Subpart VVV, the
District’s treatment facilities are enclosed to capture and treat emissions to ensure regulatory emissions
standards are met and to minimize odor impact to the neighboring communities. The District’s treatment
plants are also subject to the stringent requirements of Title V of the 1990 Clean Air Act amendments. The
Title V permit is a federally enforceable permit that consolidates all the air permits issued to a major source
298610182.5 26
facility. The permit contains all applicable local, state, and federal requirements, including periodic self-
certification of compliance and mandatory self-reporting of permit deviations.
All Title V permit-related reporting and documents submitted to the AQMD must be signed by the
highest responsible official – in this case, the General Manager. The Title V program also demands facilities
to organize and execute extensive training of the staff involved, including the field operation and
maintenance staff. An important feature of the Title V program is the possibility of active public
participation and intervention through the ability to speak at public hearings. The District received the initial
Title V permits for the reclamation plants in January 2009. Title V permits are issued for a five-year period.
Title V permits for both plants were renewed/re-issued in April 2014, and again in September 2020 (Plant
No. 1) and October 2020 (Plant No. 2). Permit applications for the current renewal period have been
submitted for both plants and are pending reissuance from the AQMD.
District Planning
The Board of Directors has adopted a comprehensive Strategic Plan that encompasses the District’s
service levels and operational needs. The Strategic Plan is updated biennially and is the first step of a two-
year, four-step management process that creates and maintains both the vision and alignment between the
Board of Directors, staff, and the public that the District serves. See “THE DISTRICT — Strategic
Planning.” In December 2017, the Board of Directors adopted a Facilities Master Plan that has served as
the foundation of the District’s subsequent planning efforts. The District has since implemented a more
robust Asset Management Program to maintain and improve its planning efforts. This program develops an
annual asset management plan that highlights asset conditions; current issues; and the planned studies,
projects, and initiatives that will ensure that District facilities are reliable, meet current and future needs,
and achieve the levels of service adopted by the Board of Directors.
Capital Improvement Program
The District maintains and annually updates a phased 20-year capital improvement program
(“CIP”) made up of a series of projects to allow the District to maintain reliability and accommodate future
growth, as well as meet future regulatory requirements, level of service goals, and strategic initiatives. The
District’s Asset Management Program is continually assessing the condition of existing assets and systems
to ensure that they provide the necessary level of service. The District expects to accomplish the following
as part of the CIP over the next 20 years:
• Major rehabilitation or replacement of facilities and components used in all stages of the
treatment process - preliminary, primary, secondary, and solids treatment, outfall pumping
and discharge system, and central generation at both reclamation plants;
• Implementation of the recommendations of the Biosolids Master Plan to address seismic
risks, improve biosolids quality and accept food waste;
• Replacement of the Plant 2 Operation and Maintenance facilities;
• Upgrade of the Supervisory Control and Data Acquisition (“SCADA”) system and network
at Plant No. 2, replacement of the process control systems, uninterruptible power supply
(“UPS”) system, and electrical power distribution system at both reclamation plants;
• Implementation of the recommendations of the Climate Resiliency Study and Seismic
Evaluation Study to withstand or adapt to adverse conditions such as heavy rains, flooding,
298610182.5 27
sea level rise, earthquakes, tsunamis, extreme heat, wildfires and electrical grid
interruptions;
• Replacement or rehabilitation of plant-wide infrastructures, such as buried process piping,
tunnels and junction structures;
• Replacement or rehabilitation of District’s outlying pumping stations, including the
abandonment and/or demolition of two pump stations;
• Rehabilitation of aging trunk sewers and manholes;
• Reduction of fence line odor to levels that minimize odor complaints; and
• Safety improvements at both reclamation plants.
The CIP is reviewed, validated and updated annually to ensure that all capital projects’ scopes of
work and cost estimates are up-to-date. Through the budget validation process, each project’s schedule,
staff resources, total project costs, cash flow and risks are assessed to confirm budgetary needs. The most
recent CIP validation effort resulted in revisions to the CIP. As of June 30, 2025, the CIP included 74 active
projects and five programs (Capital Equipment, Information Technology Capital Program, Planning Studies
Program, Research Program and Small Construction Projects Program) with a total CIP budget authority
of over $3.5 billion. That budget authority excludes future rehabilitation and replacement and CIP savings
and deferrals. Set forth in Table 5 below is a summary of total CIP outlays (including future rehabilitation
and replacement and net of savings and deferrals) over the Fiscal Years 2025-26 through 2034-35. Of this
ten-year, $3.6 billion portion of the CIP program, $289.0 million of CIP outlays are budgeted in Fiscal Year
2025-26. Also budgeted in a separate contra line item are anticipated offsetting CIP savings and deferrals
of $34.7 million, thereby reducing the net budgeted outlays to $254.3 million for Fiscal Year 2025-26.
Table 5
Net Capital Improvement Program Outlays
Fiscal Years 2025-26 through 2034-35
Project Cost
Capital Project Costs $3,541,768,199
Future Rehabilitation and Replacement 497,988,762
CIP Savings and Deferrals (484,770,835)
Total Validated Capital Improvement Program $3,554,986,126
____________________
Source: District Budget Update – Fiscal Year 2025-26.
The District currently expects to fund the current CIP with Revenues and other funds, and does not
currently expect to issue Obligations for such purposes. The CIP is subject to change, and the District may
determine to fund all or a portion of the CIP from Obligations.
Groundwater Replenishment System
The District has taken a multi-jurisdictional approach to planning for capital facilities because many
of the methods for reducing or managing flows involve other jurisdictions. One such project is the GWRS.
In March 2001, the District entered into an agreement with the OCWD to design and construct the GWRS.
The capital cost of this phase was shared equally (50% shares) by each agency. The GWRS is a joint effort
by the two agencies to provide reclaimed water for replenishment of the Orange County Groundwater Basin
298610182.5 28
and to augment the seawater intrusion barrier. The GWRS became operational in January of 2008 producing
70 mgd of highly purified water. The Initial Expansion of the GWRS broke ground in January 2012 to add
approximately 30 mgd of production capacity and was completed in June 2015, resulting in purifying 100%
of the treated wastewater from the District’s Fountain Valley-based Plant No. 1. The Initial Expansion of
the GWRS was funded solely by OCWD. In 2016, the District and OCWD completed a $2 million joint
study to explore the Final Expansion of the GWRS which would increase GWRS capacity by an additional
30 mgd. The study identified an implementation plan to convey secondary effluent from the District’s Plant
No. 2 in Huntington Beach using new and existing infrastructure to support the GWRS Final Expansion.
The GWRS Final Expansion was funded solely by OCWD and Final Expansion of the GWRS was
completed in 2023.
Biosolids Management
Through the treatment of wastewater, the District treats and recovers valuable nutrient-rich, organic
matter to produce biosolids. Consistent with federal, State and local regulations, the District’s biosolids are
recycled through composting, fertilizing non-food farm fields (land application), and drying and pyrolyzing
(to produce fertilizing pellets and biochar). The District aligns its biosolids management strategy with
market conditions to sustain an environmentally responsible, resilient and cost-effective biosolids
management program.
On average, the District produced 508 tons per day (“tpd”) of biosolids in Fiscal Year 2024-25,
with a total expenditure of 97% of the $14.4 million budgeted, at an annual average cost per ton of $75.66
for hauling and management at offsite locations, as described in the following table. The overall tonnage
decreased in 2019 after the new solids centrifuge facilities became operational, which significantly reduced
biosolids hauling and management costs. In addition, in September 2021 the Irvine Ranch Water District’s
solids discharge to the District effectively ceased after commissioning its own solids processing facilities.
[Remainder of page intentionally left blank.]
298610182.5 29
Biosolids Management Contracts
Contractor Location(s) Product Contract Term
Current tons
per day
managed
(approximate)
Estimated
cost per ton
with fuel
(July 2025)
Synagro Nursery
Products (hauled by
Synagro or Rust
Logistics)
San Bernardino County Compost Expires 12/26/25;
one (1) one-year
renewal option
remaining
85 tpd $78.82
Synagro Liberty
Composting (hauled by
Synagro)
Kern County, CA
Compost
Expires 12/15/25;
one (1) one-year
renewal option
remaining
85 tpd
$82.13
Inland Empire Regional
Composting Facility
(hauled by Synagro)
Rancho Cucamonga, CA
Compost
Expires 6/30/26; zero
(0) one-year renewal
options remaining
31 tpd
$96.27
Tule Ranch, AgTech
Yuma County, AZ
Feed, seed
and fiber
crops
Expires 10/31/27
with five (5) one-year
renewal options
remaining
224 tpd
$68.38
Synagro South Kern
Compost Manufacturing
Facility
Kern County, CA Compost Expires 12/26/25
with one (1) one-year
renewal option
remaining
79 tpd $82.82
Synagro Arizona Soils La Paz County, AZ Compost Expires 12/26/25;
one (1) one-year
renewal option
remaining
0 tpd $89.93
The District’s biosolids management contractors provide ample capacity to support normal
operating conditions as well as emergencies through composting, land application, lime stabilization and
landfill disposal in California and Arizona. In combination, these options provide capacity to manage more
than ten times the District’s daily biosolids production to ensure continuity of operations. The District’s
biosolids management contracts do not guarantee biosolids tonnage and are typically interim-term contracts
with five (5) one-year renewal options, for a maximum contract term of 10 years.
In May 2017, the District completed its Biosolids Master Plan that included an evaluation of
existing solids handling facilities, assessment of solids treatment alternatives, recommendations for future
capital facilities’ improvements, identification of alternative biosolids products that meet sustainable and
beneficial reuse markets and plans for a high-strength organic (food waste slurry) co-digestion facility. The
Biosolids Master Plan will serve as the roadmap over a 20-year planning period (until 2037).
Urban Runoff
To mitigate pollution caused by urban runoff impacting the beaches in north-central Orange
County, the District’s Board of Directors adopted a number of policy resolutions to accept dry weather
298610182.5 30
urban runoff into the District’s wastewater treatment system for treatment, beneficial reuse and disposal.
Resolution No. 01-07, adopted by the District’s Board of Directors on March 28, 2001, declared that the
District would initially waive fees and charges associated with authorized discharges of dry weather urban
runoff to the sewer system until the total volume of all runoff discharges exceeds 4 mgd when calculated
as a monthly average. In June 2002, Assembly Bill 1892 amended the District’s legal authority to permit
the diversion and management of dry weather urban runoff flows.
For the first 12 years of the Dry Weather Urban Runoff Program, the average monthly flow
remained below 4 mgd. In 2012, the District received a number of diversion proposals to address bacteria
and selenium levels in the upper Newport Bay. To accommodate the additional diversions and enhance
beach water quality improvement, the Board of Directors adopted Resolution No. 13-09 on June 12, 2013
to expand the waiver of fees or charges on the treatment of dry weather urban runoff from 4 mgd to 10 mgd.
This change was essential to treat the increased volume of dry weather runoff, protecting Orange County’s
coastal resources, public health and local economy.
The Dry Weather Urban Runoff Program is administered by the District’s Environmental Services
Department’s Resource Protection Division, which issues a discharge permit for each of the diversion
structures. The permit serves as a control mechanism that prohibits the discharge of wet weather runoff and
only permits the discharge of urban runoff during dry weather conditions. The permit establishes specific
discharge limits and outlines requirements for contaminant monitoring and flow metering by the discharger.
The District also conducts routine verification sampling and analysis to ensure compliance.
There are currently 21 active dry weather urban runoff diversion structures. Four are owned by the
County of Orange and operated by its employees; 11 by the City of Huntington Beach; two by the City of
Newport Beach; three by the Irvine Ranch Water District; and one by the [Irvine Company, the owner of
The Resort at Pelican Hill]. The Santa Ana-Delhi Dry Weather Urban Runoff Discharge permit was added
to the program on January 1, 2024 and is the largest among all 21 diversions.
Emergency Management: Response and Recovery
Emergency Response Programs. In recognition of the potential damage which could occur in the
event of a major earthquake, flood, or other disaster, the District implemented an Integrated Emergency
Response Program (the “IERP”) in 1979. The IERP contains policies, plans and procedures preparing for,
and responding to, emergencies. In 2020, the District updated the IERP to align with standards set by
FEMA’s National Incident Management System.
The IERP is organized into Functional and Situational Annexes which guide the District’s response
to man-made and natural disasters. Functional Annexes align with FEMA’s Emergency Support Functions
(“ESFs”). Functional Annexes include logistics, communications, operations, maintenance, engineering,
emergency management, cybersecurity, recovery, environmental, health and medical services, hazardous
materials response, security and public affairs. These are discipline-specific groups that develop Functional
Annexes to describe goals, objectives, operational concepts, capabilities, organizational structures and
replaced policies and procedures.
Situational Annexes are developed for each of the hazard responses that are likely or could possibly
occur at the District. Situational Annexes include earthquake, power outage, pandemic event, fire, tsunami,
atmospheric hazard, hazardous materials spill or release, man-made physical disruption, man-made
technological disruption, flood, landslide, coastal erosion, extreme weather, severe storm, high winds,
severe thunderstorm and drought. These Annexes stipulate certain actions to be taken by individuals at the
time of the incident. For example, the District’s High Flow Emergency Response Plan is included as an
Annex in the IERP. This plan is based on a color code system from blue to yellow to orange to red and then
298610182.5 31
purple that identifies specific actions to be taken by staff in response to expected and actual increasing flow
coming into the District’s reclamation plants and collection sewers. The District believes that wastewater
collection, treatment and disposal systems typically undertaken in anticipation of normal wet weather
should be able to withstand, for example, an “expected/average” El Nino event without significant
disruption. While no assurances can be given, the District believes that the likelihood of a system failure is
low due to the operational readiness of all of its equipment and the District’s high level of equipment
redundancy.
To ensure continued effectiveness, alignment with best practices, and responsiveness to evolving
threats, the IERP is reviewed and updated every three years. This regular review cycle supports the
District’s commitment to operational resilience and public safety.
Master Plan & Studies. The District has analyzed disaster preparedness issues and policies within
the Master Plan and the 1994 report titled Fault Rupture Hazard Investigation – Wastewater Treatment
Plant No. 2 (the “1994 Report”). The disaster preparedness plan included in the Master Plan reviewed two
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. While
the San Andreas event would be more destructive overall, the Newport-Inglewood fault poses a more direct
threat to the District’s facilities due to its proximity. The Master Plan concluded that it would not be
economically feasible to retrofit all existing sanitary sewerage facilities to withstand such an event. Instead,
it recommended a risk reduction program involving targeted retrofits and structural reviews of facilities
built prior to modern seismic standards.
Since then, the District has significantly expanded its seismic and geotechnical preparedness
through a series of advanced studies and capital projects. A three-tier seismic vulnerability assessment was
conducted of selected buildings and water-bearing structures at both Plant No. 1 and Plant No. 2, identifying
structural deficiencies and informing retrofit strategies. Building on this foundation, later projects further
evaluated seismic vulnerabilities and guided the design of resilient infrastructure. These efforts are
operationalized through certain capital improvement projects, which outline construction and inspection
roles for seismic upgrades and the installation of a sea wall capable of withstanding seismic forces and
tsunamis.
In parallel, a 2024 Kleinfelder fault hazard report provided a modern fault hazard assessment for
Plant No. 2, identifying active fault traces and recommending no-build zones for critical infrastructure
based on trenching and geophysical data. These findings represent a significant update to the 1994 Report,
incorporating current geological methodologies. District requirements and civil design criteria embed
geotechnical and seismic considerations into design standards, including grading, drainage, and foundation
requirements. Structural design criteria further mandate compliance with the latest California Building
Code with seismic provisions for essential facilities.
Collectively, these efforts reflect the District’s evolution from foundational hazard identification to
a proactive, code-aligned, and technically rigorous approach to seismic and geotechnical resilience. The
District has completed retrofitting where deemed appropriate, and all recent and future projects are designed
to the same high earthquake code standards as essential services like hospitals and fire stations. Many older
buildings analyzed in the Master Plan have since been replaced with post-1989 structures. Additionally, the
Army Corps of Engineers’ “All-River Plan” has mitigated future flooding risks from the Santa Ana River
system, further protecting the District’s wastewater infrastructure.
Multi-Jurisdictional Hazard Mitigation Plan. The District is an active participant and member
agency in the Orange County Water and Wastewater Multi-Jurisdictional Hazard Mitigation Plan
(“MJHMP”). Since the plan’s inception in 2007, the District has played a key role in the regional effort to
298610182.5 32
identify hazards, assess vulnerabilities and implement strategies that reduce the risk of disasters affecting
public health, infrastructure and the environment. As a member agency, the District contributes data,
expertise and planning resources to ensure the MJHMP reflects the unique risks and operational priorities
of wastewater management across central and northwest Orange County.
The MJHMP is updated approximately every five years, with the most recent update completed in
2024. During each planning cycle, the District forms an internal hazard mitigation planning team and
collaborates with other agencies, consultants and the public to revise and refine the plan. The District’s
annex within the MJHMP outlines its specific hazard exposures, such as seismic shaking, flooding, and
power outages, and details mitigation actions tailored to its infrastructure and service area. These updates
help the District maintain eligibility for federal funding through FEMA and ensure its emergency
preparedness strategies remain aligned with evolving threats and best practices.
In the 2024 update to the MJHMP, the District outlined a comprehensive set of mitigation actions
aimed at strengthening the resilience of its wastewater infrastructure against a range of natural and human-
caused hazards. These actions focus on protecting critical assets, including 396 miles of pipeline, two
reclamation plants, and ocean outfall systems that serve approximately 2.6 million residents. Recognizing
the threats posed by seismic activity, flooding, power outages and cyberattacks, the District implemented
measures such as seismic retrofitting for vulnerable facilities, flood protection upgrades in low-lying areas,
and the installation of backup generators to maintain operations during emergencies. The District also
prioritizes cybersecurity enhancements to safeguard its digital control systems and conducted public
outreach campaigns to promote community preparedness. Additionally, the District integrates hazard
exposure data into its capital planning to ensure future infrastructure investments account for potential risks.
These coordinated mitigation efforts not only reduce the likelihood of service disruption during disasters
but also position the District to access federal and state funding, such as FEMA mitigation grants, that
support long-term resilience and infrastructure improvements.
Strategic Planning
The District maintains a Strategic Plan, which was most recently updated in November 2023, to
address future service levels and operational needs. The Strategic Plan is currently being updated for Board
of Directors adoption expected in November 2025. The Strategic Plan envisions an organizational culture
that adheres to the District’s Core Values and makes efficient and effective use of all available resources.
The District is committed to focusing efforts on customer service, protecting public health and the
environment, fiscal responsibility, communications, partnering with others, and creating the best possible
workforce.
The Strategic Plan is broken down into four categories with 15 policy areas that define District
responsibilities and services. The 2025 update would include a 16th policy area under Environmental
Stewardship.
These areas are:
Business Principles
o Budget Control and Fiscal Discipline – have practices and safeguards in place to
ensure the District’s long-term fiscal stability
o Asset Management – assess and manage the collection system and treatment plant
systems and assets to improve resilience and reliability while lowering lifecycle
costs
298610182.5 33
o Cybersecurity and Artificial Intelligence – maintain adequate cybersecurity
techniques that protect computer assets, networks, programs, data, and industrial
control equipment from unauthorized access, denial of service, or attacks
o Property Management – identify and protect all District property rights to assure
that assets are not encumbered or encroached upon so that the facilities may be
properly operated, maintained, upgraded, and replaced
o Organizational Advocacy and Outreach – maintain stakeholders informed to
garner support for services while protecting the District’s interest with legislative
oversight
Environmental Stewardship
o Energy Independence – strive to be energy neutral; maximize electrical, thermal,
and methane gas generation; minimize energy utilization using sound engineering
and financial principles
o Climate and Catastrophic Event Resiliency – design, maintain and operate valuable
wastewater assets that withstand or adapt to adverse conditions in a reasonable
manner that is both cost-effective and sustainable for present and future
generations
o Food Waste Treatment – collaborate with local agencies and waste haulers to find
ways to beneficially reuse food waste to assist cities in our service area in meeting
their diversion requirements while increasing the District’s energy production
o Water Reuse – seek to beneficially reuse all reclaimable water for potable,
industrial, irrigation and environmental uses
o Environmental Water Quality, Stormwater Management and Urban Runoff –
partner with stormwater permittees to accept up to 10 million gallons per day of
dry weather urban runoff at no charge to improve water quality in streams, rivers
and beaches as long as the constituents within the flow do not adversely impact the
District’s worker safety, treatment processes, reuse initiatives, or permit
compliance
o Potable Water Salinity Control (as of 2025) - partner with other public agencies in
our watershed to reduce the salinity of the potable water supply of our stakeholders
Wastewater Management
o Chemical Sustainability – identify chemicals key to District operation, investigate
the market risks for those chemicals and devise strategies to mitigate identified
risks to availability and pricing
o Biosolids Management – remain committed to a sustainable biosolids program and
beneficially reuse biosolids
o Constituents of Emerging Concern – partner with other agencies, associations, and
institutions to support the use of sound science to inform policy and regulatory
decisions on constituents or contaminants of emerging concern at the federal, state,
and regional levels
Workplace Environment
o Resilient Staffing – attract, develop and retain high-quality talent to support its
mission of protecting public health and the environment
298610182.5 34
o Safety and Physical Security – ensure the safety, health and security of employees,
contractors and the public through industry best practices, policies, and procedures
that support a safe and secure environment, provide an appropriate level of security
and safeguard the District’s property and physical assets
Climate Issues
Numerous scientific studies on climate change show that, among other effects on the global
ecosystem, sea levels will rise, extreme temperatures, will become more common, and extreme weather
events will become more frequent as a result of increasing global temperatures attributable to atmospheric
pollution. Sea levels will continue to rise in the future due to the increasing temperature of the oceans
causing thermal expansion and growing ocean volume from glaciers and ice caps melting into the ocean.
Coastal and low-lying areas like portions of the District’s service area and facility locations are at risk of
substantial flood damage over time, affecting private development and public infrastructure, including
roads, utilities, emergency services, schools, and parks. Certain portions of these coastal areas are also at
elevated risk to damage from tsunami.
The District commissioned a Climate Resiliency Study that was completed in November 2019 and
provides a comprehensive analysis of climate-related, site-specific risk assessments of the District’s
facilities using available climate predictions, industry standards, and geographical information systems.
The purpose of the study was to help improve the resiliency of District facilities and incorporate adaptation
strategies in the design and construction of future projects. The District continues to monitor potential risks
related to climate change by routinely working with the City of Huntington Beach and the City of Newport
Beach to understand and quantify the risk of tsunami inundation. In addition, the District routinely updates
design guidelines based on the latest California Climate Assessment reports, FEMA flood maps, and
American Society of Civil Engineering standards for flood resistant design and construction to ensure the
study recommendations remain aligned with evolving climate science and regulatory expectations.
District policy aims to design, maintain, and operate wastewater assets that withstand or adapt to
adverse conditions in a reasonable manner that is both cost-effective and sustainable for present and future
generations. These adverse conditions include heavy rains, flooding, sea level rise, earthquakes, tsunamis,
extreme heat and wildfires. The Climate Resiliency Study determined that risk to District assets from
wildfire, extreme heat, and wind are low, so adaptation strategies to protect assets from these climate
impacts were not considered.
The vulnerability assessment identified Plant No. 2 and some pump stations located along the coast
and flood channels to be vulnerable to tsunami and flooding due to sea-level rise. At Plant No. 2, the
recommendation is to install a flood wall along Brookhurst Street and the Talbert Marsh to protect the plant
against a 100-year flood (with sea-level rise projected to 2070) as well as a tsunami up to 10 feet. As for
the pump stations, the recommendation is to employ building-level adaptations such as stop logs over doors
and watertight hatches to protect vulnerable equipment inside the pump stations. These recommended
improvements are underway, with implementation planned in phases over time. The budget for the
implementation of these recommendations has been incorporated into the District’s 20-year CIP.
While the District’s efforts aim to improve the resiliency of its facilities, natural disasters and other
natural forces are not entirely predictable and may, nonetheless, result in material damage to District
facilities.
Climate change and natural forces may damage other property in the District’s service area or
impose new or larger economic costs, leading to negative impacts on the local economy. As a result, the
District may experience negative impacts on service revenues and ad valorem tax revenues or increased
298610182.5 35
District costs that could have a material adverse effect on the business operations or financial condition of
the District. In addition, climate change or natural forces may damage other properties in the District’s
service area and lead to negative impacts on the local economy. As a result, the District may experience a
combination of reduction of service revenues and ad valorem tax revenues and increased operational costs
that could have a materially adverse effect on the business operations and financial condition of the District.
Additionally, climate change and other environmental concerns have led, and may continue to lead,
to new laws and regulations at the federal and state levels (including but not limited to air, water, hazardous
substances and waste regulations) that could have a materially adverse effect on the operations and financial
condition of the District.
DISTRICT REVENUES
Sewer Service Charges
General. The District has the power to establish fees and charges for services of the Wastewater
System. Such fees and charges are established by the District’s Board of Directors and are not subject to
review or approval by any other agencies. In Fiscal Year 1997-98, a Rate Advisory Committee (the “RAC”)
was established comprised of representatives from industrial, commercial and residential users. The goal
of the RAC was to examine the then-current rate structure and, if needed, develop recommendations for
change. The RAC analyzed the District’s rate structure to determine whether its then current sewer service
user fees (now known as “Sewer Service Charges”) were equitable among residential and industrial
customers. This review resulted in a proposal to expand the number of non-residential user categories from
one to 23 and to provide for gradual rate increases in seven of the nine Revenue Areas. The Sewer Service
Charges for those categories were based on the average flow and strength of wastewater discharged for
each property type and remain currently in use.
The Board of Directors establishes the annual sanitary sewer service charges by ordinance. The
sanitary sewer service charge ordinances are adopted by a two-thirds vote of the Board of Directors as
required under law after conducting a noticed public hearing in compliance with Proposition 218. See
“LIMITATIONS ON TAXES AND REVENUES – Article XIIIC and Article XIIID of the California
Constitution.”
The District collects Sewer Service Charges from property owners through the semi-annual
property tax bill distributed by the County throughout the District, except in Revenue Area No. 14. Pursuant
to the IRWD Agreement, the District receives quarterly fee payments from the IRWD which directly
collects fees from customers through a monthly billing procedure in Revenue Area No. 14.
The District currently participates in the County’s Teeter Plan under which the District receives
annually 100% of the secured property tax levies to which it otherwise is entitled, regardless of whether the
County has actually collected the levies.
The District has covenanted in the Master Agreement to fix, prescribe and collect fees and charges
to satisfy certain coverage requirements as further described under “SECURITY AND SOURCES OF
PAYMENT FOR THE REVENUE OBLIGATIONS – Rate Covenant” herein.
Residential and Commercial Sewer Service Charges. In December 2022, the Board of Directors
authorized a Proposition 218 notice on proposed rate increases for each year over the next five years.
Pursuant to the adoption of Ordinance No. OC SAN-58 on March 22, 2023, which was amended by the
adoption of Ordinance No. OC SAN-58A on June 28, 2023 (together, “Ordinance No. OC SAN-58”), the
District established residential Sewer Service Charges, except within Revenue Area No. 14, based on the
298610182.5 36
cost of services and facilities provided to each customer of the District. The noticed public hearings held in
connection with the adoption of Ordinance No. OC SAN-58 considered an increase in the single-family
residential rate, the underlying rate for all of the District’s sewer service charges, of 3.5% for Fiscal Year
2023-24 through Fiscal Year 2027-28. These increases were approved by the Board of Directors through
the adoption of Ordinance No. OC SAN-58.
In December 2022, the District issued a final report related to a rate study of the wastewater rates,
fees and charges. The study includes development of cost based regional wastewater service rates, capital
facility capacity charge, supplemental capital facility charge, and ancillary charges provided to District
customers over a 5-year period beginning July 1, 2023. The rate study recommends an overall level increase
of 3.5% annually over that 5-year period.
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298610182.5 37
Set forth in Table 6 below is a comparison of the past and current Sewer Service Charge rate for
single family residences (“SFRs”) for the fiscal years shown.
Table 6
Annual Sewer Service Charges
Single Family Residence Rate
Fiscal Years 2016-17 through 2025-26
Fiscal
Year
Sewer Service
Charge
Percentage
Change
2016-17 $327 -
2017-18 331 1.2%
2018-19 335 1.2
2019-20 339 1.2
2020-21 339 -
2021-22 343 1.2
2022-23 347 1.2
2023-24 358 3.2
2024-25 371 3.6
2025-26 384 3.5
____________________
Source: Orange County Sanitation District.
Set forth in Table 7 below are the total average annual Sewer Service Charges for SFRs within the
District, together with comparable total average annual charges for wastewater service within the
jurisdictions of certain other cities and districts within the State as of July 1, 2025.
[Remainder of page intentionally left blank.]
298610182.5 38
Table 7
Comparison of Total Sewer Service Charges
For Single-Family Residences
As of July 1, 2025
Entity
Average Dry
Weather
Flow
(mgd)(1)
Annual
Sewer
Service
Charge(1)
Treatment
Level(2)(3)
Collection
Responsibility(3)
Property Tax
Income(3)
City of Los Angeles 275 735.84 4 Yes No
City of San Diego 148 741.84 4 Yes No
Sacramento County 152 486.00 4 No Yes
East Bay MUD 52 558.74 4 No Yes
Orange County
Sanitation District(4)
184
384.00
3
Yes
Yes
Los Angeles County N/A 234.18 4 No Yes
_________________________
(1) Source: Information obtained from respective entities listed.
(2) Treatment Level Categories:
“1” – Primary treatment.
“2” – Advanced primary or primary with some secondary treatment. “3” – Secondary treatment. “4” – Advanced secondary or secondary with some tertiary treatment. “5” – Tertiary treatment. (3) Source: Wastewater User Charge Survey Report by the California State Water Resources Control Board. (4) The District’s Annual Sewer Service Charge for Fiscal Year 2025-26 is $384.
The District’s SFR rate of $384 for Fiscal Year 2025-26 remains below the average annual sewer
rate of about $612 according to the National Association of Clean Water Agencies 2024 Cost of Clean
Water Index. The average annual sewer rate for Region 9 which includes California, Nevada and Arizona
is $523.
Industrial Sewer Service Charges. The District charges industrial Sewer Service Charges to
customers discharging high-strength or high-volume wastes into the sewer systems. Customers subject to
industrial Sewer Service Charges are billed directly by the District. The fee charged to each customer is
based on the customer’s sewage volume, the concentration of suspended solids and biochemical oxygen
demand. Total industrial Sewer Service Charges in Fiscal Year 2024-25 were approximately $14.8 million.
The Sewer Service Charge increases described above are necessary to meet the District’s cash flow needs
arising from the addition of disinfection treatment and other operating requirements.
Additional Revenues
The District has several sources of additional revenue, including property taxes, Capital Facilities
Capacity Charges, capacity rights, permit and inspection fees and interest earnings.
Property Taxes. The District receives approximately 2.5% of the one percent County ad valorem
property tax levy, based on the allocation procedure under State law. Property tax revenues were
$110.2 million in Fiscal Year 2020-21, $119.2 million in Fiscal Year 2021-22, $125.5 million in Fiscal
Year 2022-23, $131.6 million in Fiscal Year 2023-24 and $138.3 million in Fiscal Year 2024-25. The
District currently estimates that its property tax receipts will increase by approximately 3.0% each year
through Fiscal Year 2034-35. The apportionment of the ad valorem tax is pursuant to the Revenue Program
adopted in April 1979 to comply with regulations of the EPA, the State Water Resources Control Board
and Board of Directors’ policy.
298610182.5 39
Capital Facilities Capacity Charges. Capital Facilities Capacity Charges (commonly referred to
as connection fees) are one-time fees with two components, paid at the time property is developed and
connected to the Wastewater System. The fees are imposed by the District pursuant to Section 5471 of the
California Health and Safety Code and are levied to pay a portion of the District’s capital costs and for
access to capacity in the Wastewater System. The District currently has Capital Facilities Capacity Charges
of $6,529 per residential unit (base rate for three-bedroom, with other unit sizes having a rate that is a
percentage of the base rate depending on the size of the unit); 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 and certain units are exempt based on state law (i.e.,
junior additional dwelling units). Member cities and sanitary districts collect Capital Facilities Capacity
Charges for the District when building permits are issued. Capital Facilities Capacity Charges are reviewed
annually to reflect the changes in the value of the Wastewater System to which a new customer is
connecting.
On December 15, 1999, the Board of Directors approved District Ordinance No. OCSD 11 (the
“1999 Ordinance”) which established a comprehensive Capital Facilities Capacity Charge. The 1999
Ordinance, effective as of January 1, 2000, renamed connection fees as Capital Facilities Capacity Charges
and provided a more equitable schedule of fees among industrial, commercial and residential users.
Pursuant to the 1999 Ordinance, Capital Facilities Capacity Charges were revised for high demand
industrial users in five incremental increases from 1999 through 2001. Capital Facilities Capacity Charge
rates have been further amended by ordinances enacted over time. For a summary of historical and projected
revenues derived from Capital Facilities Capacity Charges, see Table 14 and Table 15 below.
Pursuant to an agreement with the IRWD, the IRWD is not required to pay Capital Facilities
Capacity Charges and, in exchange, the IRWD provides funding to the District for the construction costs
of certain wastewater collection, transmission, treatment and disposal facilities to be used by the IRWD and
is obligated to make certain payments to the District for certain services arising from the Wastewater System
(including any standby or availability charges).
Sale of Capacity. The District has entered into agreements with the Santa Ana Watershed Project
Authority (“SAWPA”) whereby wastewater from Upper Santa Ana River Basin dischargers can be
transported through the District’s Santa Ana River Interceptor to the District’s wastewater treatment
facilities. This program was developed in the early 1970s. The agreements establish control mechanisms
regarding the quality of wastes deposited into the Wastewater System. At the present time, SAWPA has
purchased and paid for 30 mgd of maximum regulated flow capacity rights in the District’s Santa Ana River
Interceptor and 17 mgd of monthly average flow capacity in the District’s wastewater treatment plants.
Projected revenues from SAWPA are estimated to be approximately $3 million annually over the next five
years. Additional treatment plant capacity can be purchased in increments at the District’s current
replacement cost.
Federal Subsidy Payments. In connection with the District’s Revenue Obligations, Series 2010A
(the “2010A Revenue Obligations”) and the District’s Revenue Obligations, Series 2010C (the “2010C
Revenue Obligations”), issued as “Build America Bonds,” the District currently is scheduled to receive
certain federal subsidy payments of approximately $1.9 million annually through 2031 and lesser amounts
thereafter until 2044. Subsidy payments with respect to the 2010A Revenue Obligations and the 2010C
Revenue Obligations constitute Revenues as defined in the Master Agreement. In its financial reports, the
District accounts for subsidy payments received in connection with the 2010A Revenue Obligations and
the 2010C Revenue Obligations as a reduction in interest expense with respect to such obligations.
For the 2010A Revenue Obligations and the 2010C Revenue Obligations to be and remain Build
America Bonds, the District must comply with certain covenants and establish certain facts and expectations
298610182.5 40
with respect to the 2010A Revenue Obligations and the 2010C Revenue Obligations, the use and investment
of proceeds thereof and the use of property financed thereby. Thus, it is possible that the District may not
receive the federal subsidy payments due to the District’s noncompliance. The federal subsidy payments
are also subject to offset against amounts that may, for unrelated reasons, be owed by the District to any
agency of the United States of America.
On March 1, 2013, the federal government announced the implementation of certain automatic
spending cuts known as the sequester (the “Sequester”). As a result of the Sequester, aggregate federal
subsidy payments for the 2010A Revenue Obligations and the 2010C Revenue Obligations were reduced
by amounts ranging from $220,679 to $373,955 in each federal fiscal year ended September 30, 2013
through 2022, with annualized reduction rates ranging from 5.7% to 8.7%. Currently, the federal subsidy
payments for each federal fiscal year through the federal fiscal year ending September 30, 2031 will be
reduced at a rate of 5.7% annually.
The District is obligated to make all payments with respect to the 2010A Revenue Obligations and
the 2010C Revenue Obligations from Revenues as defined in the Master Agreement, regardless of whether
it receives the full amount of federal subsidy payments. The District cannot predict whether future
reductions in federal subsidy payments will occur due to the Sequester.
Wastewater Treatment History
The wastewater flows for Fiscal Year 2020-21 through Fiscal Year 2024-25 were 182 mgd,
179 mgd, 186 mgd, 193 mgd and 184 mgd, respectively. The highest flow rate experienced during these
years was in February 2024, when a peak flow of 493 mgd was recorded. There were no sewer failures or
overflows during these events. See “THE DISTRICT – Emergency Management: Response and
Recovery.”
Customers
The historical number of customers served by the District for the Fiscal Years 2020-21 through
Fiscal Year 2024-25 and the projected number of customers served by the District for the Fiscal Years
2025-26 through 2029-30, identified in equivalent dwelling units (“EDUs”), are set forth in Table 8 below.
As discussed below, sewer service charges are based on the expected amount of wastewater flow for a
single family dwelling.
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298610182.5 41
Table 8
Historical and Projected Equivalent Dwelling Units
Fiscal Years 2020-21 through 2029-30
Fiscal Year
Historical
EDUs(1) Fiscal Year
Projected
EDUs
2020-21 920,908 2025-26 936,177
2021-22 926,584 2026-27 938,986
2022-23 930,586 2027-28 941,803
2023-24 934,756 2028-29 944,628
2024-25 935,463 2029-30 947,462
Source: Orange County Sanitation District.
(1) Presentation in the Statistical Section of the District’s Annual Comprehensive Financial Report set forth in
Appendix A includes EDUs that equate to total Sewer Service Charge collections rather than levies.
Set forth in Table 9 below are the number of residential and commercial customers and industrial
customers and the approximate percentages of Sewer Service Charge revenues derived from the combined
residential and commercial use and industrial use for Fiscal Years 2020-21 through 2024-25.
Table 9
Number of Accounts and Revenues by Customer Class
for the Fiscal Years 2020-21 through 2024-25
($ in Millions)
Residential/Commercial Industrial
Fiscal Year
Number of
Equivalent
Single-
Family
Dwellings
Total
Revenue
Percentage
of Sewer
Service
Charge
Revenues
Number of
Customer
Accounts
Total
Revenue
Percentage
of Sewer
Service
Charge
Revenues
2020-21 908,219 $307.9 96% 467 $12.6 4%
2021-22 900,327 308.8 96 462 12.6 4
2022-23 893,270 310.0 95 446(1) 14.8 5
2023-24 886,879 317.5 96 447 14.6 4
2024-25 894,546 331.9 96 452 14.8 4
____________________
(1) Accounts closed or not renewed due to COVID-19 or ownership changes contributed to the decrease in number
of customer accounts.
Source: Orange County Sanitation District.
The EDUs set forth in Table 9 relate to total Sewer Service Charge collections while the EDUs set
forth in Table 8 relate to total Sewer Service Charge Levies.
Set forth in Table 10 below are the ten largest principal sewer service customers of the District for
the Fiscal Year ended June 30, 2024. The ten largest principal sewer service customers make up
approximately 2.29% of sewer service charges collected for the Fiscal Year ended June 30, 2024.
298610182.5 42
Table 10
Largest Principal Sewer Service Customers of the District
for the Fiscal Year Ended June 30, 2024
User
Sewer
Service Charges
House Foods America Corp. (East) $1,529,975
House Foods America Corp. (West) 1,159,372
Stremicks Heritage Foods, LLC 1,151,243
Newport Fab, LLC (Tower Jazz Semiconductor) 755,941
MBV-CA, LLC 741,941
Van Law Food Products, Inc 720,728
Koia Anaheim Facility, LLC 545,632
Nor-Cal Beverage Company (Main) 447,973
California State University, Fullerton 381,942
Brea Power II, LLC 368,080
____________________
Source: Orange County Sanitation District.
Assessed Valuation
The assessed valuation of property in the County is established by the County Assessor, except for
public utility property which is assessed by the State Board of Equalization. Due to changes in assessment
required under State Constitution Article XIIIA, the County assessment roll no longer purports to be
proportional to market value. See “LIMITATIONS ON TAXES AND REVENUES” herein. Generally,
property can be reappraised upward to market value only upon a change in ownership or completion of new
construction. The assessed value of property that has not incurred a change of ownership or new
construction must be adjusted annually to reflect inflation at a rate not to exceed 2% per year based on the
State consumer price index. In the event of declining property value caused by substantial damage,
destruction, economic or other factors, the assessed value 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.
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298610182.5 43
Set forth in Table 11 below is a five-year history of assessed valuations in the District for the fiscal
years shown.
Table 11
Assessed Valuations of Property in the District
Fiscal Years 2020-21 through 2024-25
($ in Billions)
Fiscal Year Value Percent Change
2020-21 $494.2 5.45%
2021-22 516.2 4.43
2022-23 547.9 6.15
2023-24 584.0 6.59
2024-25 613.8 5.10
____________________
Source: County of Orange Auditor-Controller.
Tax Levies and Delinquencies
Property taxes are based on assessed valuation which is determined as described under “DISTRICT
REVENUES – Assessed Valuation” herein. In accordance with the California Revenue and Taxation Code,
the County tax collector collects secured tax levies for each Fiscal Year. Property taxes on the secured roll
are due in two installments, on November 1 and February 1. The District currently participates in the
County’s Teeter Plan under which the District receives annually 100% of the secured property tax levies
and Sewer Service Charges to which it otherwise is entitled, regardless of whether the County has actually
collected the levies. This alternative method provides for funding each taxing entity included in the Teeter
Plan with its total secured property taxes during the year the taxes are levied, including any amount
uncollected at fiscal year-end. Under this plan, the District’s general fund receives the full amount of
secured property taxes levied each year on its behalf and, for so long as such plan remains in effect, the
participating entities, such as the District, no longer experience delinquent taxes. The County’s general fund
is the designated recipient of future collections of penalties and interest on all delinquent taxes collected on
behalf of participants in this alternative method of apportionment.
The County Board adopted its Teeter Plan in 1993. Once adopted, a county’s Teeter Plan will
remain in effect in perpetuity unless the Board of Supervisors orders its discontinuance or unless prior to
the commencement of a fiscal year a petition for discontinuance is received and joined in by resolutions of
the governing bodies of not less than two thirds of the participating districts in the county. An electing
county may, however, opt to discontinue the Teeter Plan with respect to any levying agency in the county
if the Board of Supervisors, by action taken not later than July 15 of a fiscal year, elects to discontinue the
procedure with respect to such levying agency and the rate of secured tax delinquencies in that agency in
any year exceeds 3% of the total of all taxes and assessments levied on the secured roll by that agency.
If the Teeter Plan is discontinued subsequent to its implementation, only those secured property
taxes actually collected would be allocated to political subdivisions (including the District) for which the
County acts as the tax-levying or tax-collecting agency, but penalties and interest would be credited to the
political subdivisions.
The District is not aware of any petitions for the discontinuance of the Teeter Plan in the County
or any proposal formally before the County Board to discontinue the Teeter Plan with respect to the District.
298610182.5 44
Set forth in Table 12 below is a five-year history of the District’s ad valorem total property tax and
Sewer Service Charge levies.
Table 12
Total Property Tax and Sewer Service Charge Levies
in the District for Fiscal Years 2020-21 through 2024-25
(In Thousands)
Fiscal Year
Total Property Tax and Sewer
Service Charge Levy
2020‐21 $405,878
2021-22 418,400
2022-23 430,603
2023-24 445,733
2024-25 464,170
____________________
Source: County of Orange Auditor-Controller.
Budgetary Process
The District’s operating fund budget relies on revenues from Sewer Service Charges and property
taxes, both of which are collected on the property tax bill, as previously described under the captions “—
Sewer Service Charges” and “— Additional Revenues.” The District receives tax revenues from the County
in eight allocations, with the largest receipts in December and April. The District operates on a Fiscal Year
beginning each July 1. The operating fund budgets include funds to cover the dry period of each tax year,
i.e., the period from the beginning of the Fiscal Year until the first taxes are received. The dry-period
requirement is budgeted at one-half of the annual operating fund budgeted expenditures. The District uses
the accrual method of accounting in its budgets. The District has conformed to its budgets for the last five
fiscal years and is conforming to its budget for the current fiscal year.
The District’s annual budget preparation process begins in January of each year and concludes in
June upon its adoption. The General Manager reviews the final operating budgets and then distributes them
to the Directors and District Committees for consideration. The Board of Directors then adopts the proposed
annual budgets, with any revisions, in June of each year.
Budgetary control is exercised at the individual Department level and administrative policies
provide guidelines on budget transfers and the authorization necessary to implement transfers. A budget
adjustment is a transfer which does not change the total appropriated amount and does not require Board of
Directors action. Approval may be granted by the General Manager or the Department Head in certain
circumstances. Department Heads have the discretion to reapportion funds between certain line items within
a division but may not exceed total appropriated amounts for each department. They may also transfer staff
across divisional lines. The General Manager and Board of Directors must approve additional capital outlay
items.
A budget amendment is an adjustment to the total appropriated amount which was not included in
the original budget. These supplemental appropriations require formal action by the Board of Directors.
Prior year reserves or fund balances may be appropriated to fund items not previously included in the
adopted budget. Reserves or fund balances exceeding minimum amounts required by fiscal policies may be
appropriated if it is determined to be in the best interest of the District. Directors may also appropriate
reserves in case of emergencies or unusual circumstances.
298610182.5 45
Reserves
The District has an established reserve policy with seven distinct reserve criteria which together
comprise the District’s reserve fund target. Over a ten-fiscal year period, these requirements collectively
result in a year-ending reserve total for each fiscal year projected not to fall below $564 million as indicated
in the District’s ten-year cash flow forecast for Fiscal Years 2025-26 through 2034-35. Collectively, these
requirements average $570 million a year over the current ten-year cash flow forecast to support the
operation and maintenance of the District’s $15.7 billion in assets.
The District’s reserves are not held in segregated accounts. They consist of the following
components based on the described criteria:
Cash Flow Criterion has been established at a level to fund operations, maintenance and certificate
of participation expenses for the first half of the fiscal year, prior to the receipt of the first
installment of the property tax allocation and sewer service user fees which are collected as a
separate line item on the property tax bill. The level of this criterion has been established as the
sum of an amount equal to six months operations and maintenance expenses and the total of the
annual debt or certificate of participation service payments due in August each year.
Operating Contingency Criterion has been established to provide for non-recurring expenditures
that were not anticipated when the annual budget was considered and adopted. The level of this
criterion has been established at an amount equal to ten percent of the current fiscal year’s annual
operating budget.
Capital Improvement Criterion has been maintained to fund annual increments of the CIP. The
target level of this criterion has been established at one half of the average annual cash outlay of
the CIP through the year 2035. Levels higher and lower than the target can be expected while the
long-term financing and capital improvement programs are being finalized.
Catastrophic Loss or Self-Insurance Criterion has been maintained for property damage including
fire, flood, and earthquake, for general liability and for workers’ compensation. This reserve
criterion is intended to work with purchased insurance policies, FEMA and State disaster
reimbursements. Based on the plant infrastructure replacement value, the level of this criterion has
been set to fund the District’s non-reimbursed costs, estimated to be $100 million.
Capital Replacement/Refurbishment Criterion has been established to provide funding to replace
or refurbish the current collection, treatment and recycling facilities at the end of their useful
economic lives. The current replacement value of these facilities is estimated to be approximately
$15.7 billion. The reserve criterion level has been established at $75 million.
Debt Service Required Reserves Criterion has been established at ten percent of the outstanding
certificate of participation issues. Other debt service reserves are required to be under the control
of a Trustee by the provisions of the certificate of participation issues. These funds are not available
for the general needs of the District and must be maintained at specified levels.
Accumulated Funds exceeding the targets specified by District policy will be maintained for Capital
Improvement and for rate stabilization purposes. These funds will be applied to future years’ CIP
needs due to the timing of the actual CIP outlays, in order to moderate annual fluctuations. There
is currently no established target for this reserve.
298610182.5 46
Set forth in Table 13 below are the actual reserves at June 30, 2021, June 30, 2022, June 30, 2023,
June 30, 2024 and June 30, 2025 for each fund.
Table 13
Cash and Investment Reserves
June 30, 2021 through 2025
(In Millions)
2021
(June 30)
2022
(June 30)
2023
(June 30)
2024
(June 30)
2025
(June 30)
Cash Flow Requirements Reserve:
Operating Expenses $ 87 $ 92 $ 101 $108 $119
Certificates of Participation Payments 24 24 19 19 14
Operating Contingencies Reserve 17 18 20 22 24
Capital Improvement Program Reserve(1) 564 584 610 449 526
Catastrophe and Self Insurance 100 100 100 100 100
Capital Replacement and Refurbishment 75 75 75 75 75
Debt Service Required Reserves(2) 94 91 79 76 61
Rate Stabilization Reserve - - - - -
Total $961 $984 $1,004 $849 $919
____________________
(1) “Capital Improvement Program Reserve” includes the target level amount set by the District’s reserve criterion
plus excess reserves. As of June 30, 2025, the total amount of $526 million was composed of $162 million (target
amount) and $364 million (excess reserves).
(2) “Debt Service Required Reserves” constitute all amounts designated for reserves within the District’s investment
management program, together with certain funds held directly by bond trustees. As of June 30, 2025, of the total
Debt Service Required Reserves of $61 million, $0 was held by bond trustees to meet specific covenants in the
District’s bond documents.
Source: Orange County Sanitation District.
Summary of Operating Data
Set forth in Table 14 below is a summary of historical audited operating results for the District for
Fiscal Years 2019-2020 through Fiscal Year 2023-24 and unaudited operating results for Fiscal Year 2024-
25. The information presented in the summary should be read in conjunction with the financial statements
and notes. See APPENDIX A — “ANNUAL COMPREHENSIVE FINANCIAL REPORT OF THE
ORANGE COUNTY SANITATION DISTRICT FOR THE YEAR ENDED JUNE 30, 2024.”
[Remainder of page intentionally left blank.]
298610182.5 47
Table 14
Summary of District Historical Revenues and Expenses
and Other Financial Information
For Fiscal Years 2019-20 through 2024-25
($ in Millions)
Audited
Unaudited
2019-20 2020-21 2021-22 2022-23 2023-24 2024-25
Revenues:
Residential & Commercial
Sewer Service Charges(1)
Regional $306.8 $307.9 $308.8 $310.0 $317.5 $331.9
Local - - - -
Industrial Sewer Service Charges 12.8 12.6 12.6 14.8 14.6 14.8
IRWD Assessments 20.8 16.0 8.6 18.6 31.8 21.6
SAWPA Assessments 2.6 2.8 2.8 2.9 3.4 3.5
Ad Valorem Taxes 104.5 110.2 119.2 125.5 131.6 138.3
Interest Earnings(2) 33.7 1.7 (35.3) 12.0 46.6 53.0
Other Revenues(3) 4.8 8.6 4.1 7.1 8.3 3.9
Total Revenues $486.0 $459.8 $420.8 $490.9 $553.8 $567.0
Operations and Maintenance
Expenses(4)
$168.3 $168.0 $156.1 $207.2 $222.7 $237.9
Net Revenues $317.7 $291.8 $264.7 $283.7 $331.1 $329.1
Debt Service(5) $ 76.4 $ 72.5 $ 74.4 $ 67.9 $68.6 $61.8
UAAL Payment(6) $ 38.0 $ - $ - $ - $ - $ -
Coverage Ratios 4.16x 4.02x 3.56x 4.18x 4.38x 5.33x
CIP Outlay $118.2 $164.0 $185.0 $215.5 $252.9 $256.2
Ending Reserves(7) $880.8 $960.6 $984.0 $1,004.0 $848.9 $918.5
_______________________
(1) Net of rebates, if any, to commercial users.
(2) Interest earnings include unrealized gains and losses from investments adjusted to market value.
(3) Fiscal Years 2019-20 to 2020-21 other revenues restated to remove capital contributions from other governments.
(4) Excludes depreciation and amortization expenses.
(5) Does not include optional prepayment from cash on June 20, 2024 of $134,170,000 principal amount of Orange
County Sanitation District Wastewater Revenue Obligations, Series 2010C (Taxable Build America Bonds).
(6) In Fiscal Year 2019-20 the District paid down $38 million of its unfunded actuarial accrued pension liability in
its defined pension benefit plan administered by the Orange County Employees Retirement System. As of
December 31, 2024, that liability was $0.
(7) After giving effect to optional prepayment from cash on June 20, 2024 of $134,170,000 principal amount of
Orange County Sanitation District Wastewater Revenue Obligations, Series 2010C (Taxable Build America
Bonds).
Source: Orange County Sanitation District.
298610182.5 48
Forecasted Operating Data
Set forth in Table 15 below are forecasted operating results for the District for Fiscal Years 2025-
26 through 2029-30. Projections for Fiscal Years 2025-26 through 2029-30 are based on assumptions in the
Fiscal Year 2025-26 Budget Update approved on June 25, 2025. They assume the number of projects and
scheduled build out set forth in the 2023 CIP Validation Study. The projections also reflect the Board-
approved annual rate increases of 3.5% for each of Fiscal Years 2025-26 through 2027-28 and 4.87%
thereafter. Principal outlay components of these projections are derived from the 2025 CIP Validation
Study, which identified 74 individual capital projects with projected outlay of $3.6 billion over the Fiscal
Years 2025-26 through 2034-35. Much of the construction is scheduled during the next five years, with
average annual capital outlays of $319.9 million. The District’s net CIP cash flow budget for Fiscal Year
2025-26 is $254.3 million, which factors in allocation for future rehabilitation and savings and deferrals.
This CIP budget finances joint works treatment and disposal system improvement projects, and collection
system improvement projects. The preparation of such projections was based upon certain assumptions and
certain forecasts with respect to conditions that may occur in the future. While the District believes that
these assumptions and forecasts are reasonable for the purposes of the projected selected operating data, it
makes no representation that they will in fact occur. To the extent that actual future conditions differ from
those assumed herein, the data will vary.
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298610182.5 49
Table 15
Summary of District Forecasted Revenues and Expenses
and Other Financial Information
for Fiscal Years 2025-26 through 2029-30
($ in Millions)(1)
2025-26 2026-27 2027-28 2028-29 2029-30
Revenues:
Residential & Commercial
Sewer Service Charges $360.8 $371.6 $375.1 $395.1 $416.3
Industrial Sewer Service Charges 16.6 17.1 17.7 18.6 19.5
IRWD Assessments 20.7 20.7 19.6 20.7 22.2
SAWPA Assessments 0.1 0.1 0.1 0.1 0.1
Ad Valorem Taxes 123.7 127.4 131.2 135.2 139.2
Interest Earnings 26.5 27.3 26.6 24.7 22.1
Other Revenues 18.1 31.1 18.7 19.0 19.3
Total Revenues $566.5 $595.3 $589.0 $613.4 $638.7
Build America Bonds Federal Subsidy 1.9 1.9 1.9 1.9 1.9
Operations and Maintenance Expenses (246.4) (252.9) (259.2) (265.7) (272.3)
Net Revenues(2) $322.0 $344.3 $331.7 $349.6 $368.3
Debt Service(3) $57.6 $61.3 $65.5 $65.5 $65.5
Coverage Ratios(2) 5.6x 5.6x 5.1x 5.3x 5.6x
CIP Outlays $254.3 $261.3 $329.6 $358.0 $396.2
Replacement, Refurbishment &
Rehabilitation(4) - 0.1 2.0 6.2
15.7
Debt Proceeds - - - -
Ending Reserves $896.6 $929.9 $870.8 $797.6 $696.2
_______________
(1) Assumptions:
a) Annual growth in equivalent dwelling units is projected to average 0.3% over the next five years.
b) The Residential, Commercial, and Industrial Sewer Service Charge forecasts are based on the total projected equivalent
dwelling units. They also reflect (i) the Board-approved annual rate increase of 3.5% for Fiscal Years 2025-26 through 2027-
28 and 4.87% thereafter.
c) Revenue Area No. 14 Fees are derived based on the projected contribution of sewage flows to the District from the Irvine
Ranch Water District.
d) Ad Valorem Taxes are projected with annual increases of 3% from Fiscal Years 2025-26 through 2029-30. The District
budgets revenues from Ad Valorem Taxes at levels that are lower than the District’s expected levels. Any fluctuations in
actual Ad Valorem Tax revenue received against projected Ad Valorem Tax revenue are due, in part, to recent home sales and
other market factors. Although the District received $138.3 million from Ad Valorem Taxes in Fiscal Year 2024-25, the
District’s budget for Fiscal Year 2024-25 reflects projected revenue at $117.6 million.
e) Interest earnings are projected to average 3% of annual cash balances.
f) Operating and Maintenance Expenses are forecasted with a base increase of 2.5% per year beginning with Fiscal Year 2026-
27 with adjustments for known periodic outlays that do not occur annually.
g) Annual CIP Outlays are based on the cash flow projections developed from the 2025 CIP Validation Study, with adjustments
for CIP savings and deferrals.
(2) Calculated in accordance with the Master Agreement and the Installment Purchase Agreement.
(3) Assumes refunding of the Refunded 2016A Obligations with the proceeds of the Revenue Obligations as described in
“REFUNDING PLAN” herein and estimated debt service on the Revenue Obligations.
(4) Replacement, Refurbishment & Rehabilitation are known future capital outlays that have been identified within the District’s Asset
Management Program but have not yet been developed into specific proposed projects and included within the CIP Program.
Source: Orange County Sanitation District.
298610182.5 50
Management’s Discussion and Analysis of Operating Data
The District is a resource recovery agency focused on providing reliable and cost-effective public
services. It serves 2.6 million people in central and northwest portion of the County, and the District’s
mission statement is “[t]o protect public health and the environment by providing effective wastewater
collection, treatment, and recycling.” The objectives of operating the reclamation plants are to process and
pass on for purification or dispose of the treated wastewater and the separated solids in accordance with
federal, state and local laws including the EPA.
Preparing and planning is essential for the future of the District and the community it serves. As
part of the planning process, the District has adopted the Strategic Plan. Strategic planning is the first step
in defining the District’s ability to have people and assets in the right place at the right time to meet its
agreed upon mission and levels of service. The Strategic Plan defines the strategic initiatives to be pursued
by the District and provides a basis for long-term financial, capital and operational planning. Key policies
are focused on four broad categories (Business Principles, Environmental Stewardship, Wastewater
Management, and Workplace Environment) and fifteen policy areas.
The District’s Master Plan drives the District’s 20-year CIP and determines the proper timing of
projects to maximize the life of assets. The Asset Management team works continuously with the
Operations and Maintenance Department to properly define the timing of large CIP projects and the
execution of many small projects essential to the day-to-day operations of the collections and plants to
maintain reliable and resilient facilities.
As of June 30, 2024, the District has a financial net position of $3.2 billion, which is an increase of
$197.8 million, or 6.6%, over the prior year net position. Of this amount, $872.2 million represents
unrestricted net position, which may be used to meet the District’s ongoing obligations to citizens and
creditors. Net capital assets, consisting of non-depreciable capital assets and depreciable capital assets net
of accumulated depreciation, increased $137.5 million, or 4.8% over the prior year. Net investment in
capital assets increased $316.0 million, or 16.2% over the prior year. Total outstanding debt decreased by
$183.6 million, or 23.3% from the prior year to $606.1 million.
The District considers various factors in preparing the biennium budget, including the County’s
unemployment rate, inflation and the yield on its investments. The District’s user fee schedule was
increased by 3.2% for fiscal year 2023-24, which is necessary to support the District’s cash flow needs for
operating costs, debt service and capital improvement outlays. As a result, operating revenues increased
by $6.9 million, or 2.1%, over the prior year due to the increased user fee. Non-operating revenues
increased $56.0 million, or 35.4 %, from prior year primarily from growth in investment and interest
income, higher property tax revenues, contributions from other governments equity share integration
adjustments and insurance recoveries.
Operating expenses (other than depreciation and amortization) increased $15.5 million, or 7.5%,
from prior year primarily due to increases in supplies, repairs and maintenance due to digester cleaning,
repairs, chemical costs, contractual services, and other operating services. Non-operating expenses
increased $7.6 million, or 27.2%, from prior year. Capital contributions decreased $14.0 million, or 43.5%,
from the prior year, due to a decrease in capital facility capacity charges fees collected from cities and
supplemental capital facilities capacity charges assessed to industrial dischargers, and decrease in capital
contributions from other governments. Reflective of reimbursements from Orange County Water District
for groundwater replenishment system costs.
298610182.5 51
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, banker’s acceptances, commercial
paper, reverse repurchase agreements and a variety of other investment instruments which are allowable
under California Government Code Section 53600 et seq.
All District funds, except for Obligation Reserve Funds controlled by a bank trustee pursuant to the
provisions of Existing Senior Obligations, are managed by an external money manager, Insight Investment.
U.S. Bank Trust Company, National Association serves as the District’s independent custodian bank for its
investment program. Callan LLC serves as the District’s independent advisor.
As of June 30, 2025, the District’s externally managed fund consisted of a short-term investment
portfolio of $192.9 million with an average maturity of 51 days, and a long-term investment portfolio of
$640.9 million with average maturities of 3.3 years. Investments consist of United States government
securities, corporate bonds and commercial paper. The District’s portfolio contains no structured
investment vehicles (“SIVs”) or reverse repurchase agreements.
Deposits in banks are maintained in financial institutions which provide deposit protection on the
bank balance from the Federal Deposit Insurance Corporation. The California Government Code requires
State banks and savings and loans to secure local government deposits by pledging government securities
equal to 110% of the deposits or by pledging first trust deed mortgage notes equal to 150% of the deposits.
The District’s Investment Policy requires that the District invest public funds in a manner which
ensures the safety and preservation of capital while meeting reasonable anticipated operating expenditure
needs, achieving a reasonable rate of 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 investment.
FINANCIAL OBLIGATIONS
Existing Indebtedness
Currently, the District has Senior Obligations Outstanding payable on parity with the Revenue
Obligations. The table on the next page describes the District’s outstanding parity certificates of
participation as of June 30, 2025. The payment obligations in connection with each series of these
certificates of participation constitute Senior Obligations, subject to the provisions of the Master Agreement
and shall be afforded all of the benefits, interests and security afforded Senior Obligations pursuant to the
Master Agreement. The District has no general obligation bonds or subordinate bonds outstanding.
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298610182.5 52
Table 16
Outstanding Senior Obligations
As of June 30, 2025
Original
Principal
Amount
Issue
Date
Outstanding
Balance
Final
Maturity
2010A Revenue Obligations $ 80,000,000 05/18/10 $ 80,000,000 02/01/40
2010C Revenue Obligations 157,000,000 12/08/10 22,830,000 02/01/32
2016A Revenue Obligations(1) 145,880,000 03/30/16 115,850,000 02/01/39
2017A Revenue Obligations 66,370,000 02/01/17 65,815,000 02/01/30
2021A Revenue Obligations 133,510,000 07/29/21 76,705,000 02/01/36
2022A Revenue Obligations 81,620,000 02/01/22 81,620,000 02/01/33
2024A Revenue Obligations 139,720,000 05/07/24 129,210,000 02/01/37
Total Senior Obligations $804,100,000 $572,030,000
_______________
(1) All or a portion to be prepaid with proceeds of the Revenue Obligations and other moneys. See “REFUNDING PLAN” herein.
In connection with the execution and delivery of the above-referenced outstanding certificates of
participation, the District entered into certain installment purchase agreements, or equivalent documents,
providing for the payment of installment payments or similar payments.
Anticipated Financings
From time to time the District may incur other obligations to finance portions of the CIP and to
refund the Revenue Obligations. Over the next five years, however, the District does not expect to issue
any additional debt, other than refunding debt. The District expects to refund outstanding obligations from
time to time. See “SECURITY AND SOURCES OF PAYMENT FOR THE REVENUE OBLIGATIONS
– Sale Proceeds of Future Obligations.”
THE CORPORATION
The Corporation was organized on June 19, 2000 as a nonprofit public benefit corporation pursuant
to the Nonprofit Public Corporation law of the State. The Corporation’s purpose is to render assistance to
the District in its acquisition of equipment, real property and improvements on behalf of the District. Under
its articles of incorporation, the Corporation has all powers conferred upon nonprofit public benefit
corporations by the laws of the State, provided that it will not engage in any activity other than that which
is necessary or convenient for, or incidental to the purposes for which it was formed.
The Corporation is a separate legal entity from the District. It is governed by a twenty-five member
Board of Directors. The Corporation has no employees. All staff work is performed by employees of the
District. The members of the Corporation’s Board of Directors are the Board of Directors of the District.
The District’s Assistant General Manager, 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 18480 Bandilier Circle, Fountain Valley, California, 92708.
298610182.5 53
LIMITATIONS ON TAXES AND REVENUES
Article XIIIA of the California Constitution
On June 6, 1978, California voters approved Proposition 13 (“Proposition 13”), which added
Article XIIIA to the State Constitution (“Article XIIIA”). Article XIIIA, as amended, limits the amount of
any ad valorem tax on real property to one percent of the full cash value thereof, except that additional ad
valorem taxes may be levied to pay debt service on (i) indebtedness approved by the voters prior to July 1,
1978, (ii) (as a result of an amendment to Article XIIIA approved by State voters on June 3, 1986) on
bonded indebtedness for the acquisition or improvement of real property which has been approved on or
after July 1, 1978 by two-third of the voters on such indebtedness, and (iii) bonded indebtedness incurred
by a school district or community college district for the construction, reconstruction, rehabilitation or
replacement of school facilities or the acquisition or lease of real property for school facilities, approved by
55% of the voters of the district, but only if certain accountability measures are included in the proposition.
Article XIIIA defines full cash value to mean “the county assessor’s valuation of real property as shown on
the 1975-76 tax bill under “full cash value,” or thereafter, the appraised value of real property when
purchased, newly constructed, or a change in ownership has occurred after the 1975 assessment.” The full
cash value may be adjusted annually to reflect inflation at a rate not to exceed 2% per year or to reflect a
reduction in the consumer price index or comparable data for the area under the taxing jurisdiction, or
reduced in the event of declining property values caused by substantial damage, destruction, or other
factors. Amendments to the California Constitution have implemented and modified limits on reassessment
of property value upon transfers. Most recently, Proposition 19 limits people who inherit family properties
from keeping a low property tax base resulting from the 2% restriction on increases, unless they use the
home as their primary residence. It also allows homeowners who are over 55 years of age, disabled, or
victims of a wildfire or natural disaster to transfer their assessed value of their primary home to a newly
purchased or newly constructed replacement primary residence up to three times. Legislation enacted by
the State Legislature to implement Article XIIIA provides that notwithstanding any other law, local
agencies may not levy any ad valorem property tax except to pay debt service on indebtedness approved
by the voters as described above.
Legislation Implementing Article XIIIA
Legislation has been enacted and amended a number of times since 1978 to implement Article
XIIIA. Under current law, local agencies are no longer permitted to levy directly any property tax (except
to pay voter-approved indebtedness). The one percent property tax is automatically levied by the County
and distributed according to a formula among taxing agencies. The formula apportions the tax roughly in
proportion to the relative shares of taxes levied prior to 1979.
Increases of assessed valuation resulting from reappraisals of property due to new construction,
change in ownership or from the 2% annual adjustment are allocated among the various jurisdictions in the
“taxing area” based upon their respective “situs.” Any such allocation made to a local agency continues as
part of its allocation in future years.
Beginning in the 1981-82 fiscal year, assessors in the State no longer record property values on tax
rolls at the assessed value of 25% of market value which was expressed as $4 per $100 assessed value. All
taxable property is now shown at full market value on the tax rolls. Consequently, the tax rate is expressed
as $1 per $100 of taxable value. All taxable property value included in this Official Statement is shown at
100% of market value (unless noted differently) and all tax rates reflect the $1 per $100 of taxable value.
298610182.5 54
Article XIIIB of the California Constitution
An initiative to amend the State Constitution entitled “Limitation of Government Appropriations”
was approved on September 6, 1979, thereby adding Article XIIIB to the State Constitution (“Article
XIIIB”). Under Article XIIIB, the State and each local governmental entity has an annual “appropriations
limit” and is not permitted to spend certain moneys that are called “appropriations subject to limitation”
(consisting of tax revenues, state subventions and certain other funds) in an amount higher than the
appropriations limit. Article XIIIB does not affect the appropriations of moneys that are excluded from the
definition of “appropriations subject to limitation,” including debt service on indebtedness existing or
authorized as of January 1, 1979, or bonded indebtedness subsequently approved by the voters. In general
terms, the appropriations limit is to be based on certain 1978-79 expenditures, and is to be adjusted annually
to reflect changes in consumer prices, populations, and services provided by these entities. Among other
provisions of Article XIIIB, if these entities’ revenues in any year exceed the amounts permitted to be spent,
the excess would have to be returned by revising tax rates or fee schedules over the subsequent two years.
“Appropriations subject to limitation” are authorizations to spend “proceeds of taxes,” which
consist of tax revenues, state subventions and certain other funds, including proceeds from regulatory
licenses, user charges or other fees to the extent that such proceeds exceed “the cost reasonably borne by
such entity in providing the regulation, product or service,” but “proceeds of taxes” excludes tax refunds
and some benefit payments such as unemployment insurance. No limit is imposed on appropriations of
funds which are not “proceeds of taxes,” such as reasonable user charges or fees, and certain other non-tax
funds.
Not included in the Article XIIIB limit are appropriations for the debt service costs of bonds
existing or authorized by January 1, 1979, or subsequently authorized by the voters, appropriations required
to comply with mandates of courts or the federal government and appropriations for qualified capital outlay
projects. The appropriations limit may also be exceeded in certain cases of emergency.
The appropriations limit for the District in each year is based 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 111. Change in population is to be measured either within the jurisdiction of the District or
the County as a whole.
As amended by Proposition 111, the appropriations limit is tested over consecutive two-year
periods. Any excess of the aggregate “proceeds of taxes” received by a District over such two-year period
above the combined appropriations limits for those two years is to be returned to taxpayers by reductions
in tax rates or fee schedules over the subsequent two years. As originally enacted in 1979, the District’s
appropriations limit was based on 1978-79 authorizations to expend proceeds of taxes and was adjusted
annually to reflect changes in cost of living and population (using different definitions, which were
modified by Proposition 111). Starting with Fiscal Year 1990-91, the District’s appropriations limit was
recalculated by taking the actual Fiscal 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 Installment Payments as required by the Installment Purchase Agreement.
298610182.5 55
Proposition 1A and Proposition 22
Proposition 1A (“Proposition 1A”), proposed by the Legislature in connection with the 2004-05
Budget Act and approved by the voters in November 2004, restricts State authority to reduce major local
tax revenues such as the tax shifts permitted to take place in Fiscal Years 2004-05 and 2005-06. Proposition
1A provides that the State may not reduce any local sales tax rate, limit existing local government authority
to levy a sales tax rate or change the allocation of local sales tax revenues, subject to certain exceptions.
Proposition 1A generally prohibits the State from shifting to schools or community colleges any share of
property tax revenues allocated to local governments for any fiscal year, as set forth under the laws in effect
as of November 3, 2004. Any change in the allocation of property tax revenues among local governments
within a county must be approved by two-thirds of both houses of the Legislature.
Proposition 1A provides, however, that beginning in Fiscal Year 2008-09, the State may shift to
schools and community colleges up to 8% of local government property tax revenues, which amount must
be repaid, with interest, within three years, if the Governor proclaims that the shift is needed due to a severe
state financial hardship, the shift is approved by two-thirds of both houses and certain other conditions are
met. Such a shift may not occur more than twice in any ten-year period. The State may also approve
voluntary exchanges of local sales tax and property tax revenues among local governments within a county.
Proposition 1A was generally superseded by the passage of a new initiative constitutional
amendment at the November 2010 election, known as Proposition 22 (“Proposition 22”). The effect of
Proposition 22 is to prohibit the State, even during a period of severe fiscal hardship, from delaying the
distribution of tax revenues for transportation, redevelopment, or local government projects and services.
It prevents the State from redirecting redevelopment agency property tax increment to any other local
government or from temporarily shifting property taxes from cities, counties and special districts to schools.
This is intended to, among other things, stabilize local government revenue sources by restricting the State’s
control over local property taxes.
Prior to the passage of Proposition 22, the State invoked Proposition 1A to divert $1.935 billion in
local property tax revenues in fiscal year 2009-10 from cities, counties, and special districts to the State to
offset State general fund spending for education and other programs. Approximately $5 million of the
District’s property tax revenues were diverted to the State as a result of this Proposition 1A suspension. The
District participated in a Proposition 1A Securitization Program (the “Program”) sponsored by the
California Statewide Communities Development Authority. The Program allowed the District to exchange
its anticipated State property tax receivable for an equal amount of cash. In addition, the State’s adopted
2009-10 budget included a $1.7 billion diversion in local property tax revenues from local redevelopment
agencies. Many California Redevelopment Association members are actively engaged in litigation to block
such diversion and recoup certain payments already made under certain legislation passed in July 2009 that
is beyond the reach of Proposition 22, known as “ABX4 26.”
Proposition 1A also provides that if the State reduces the vehicle license fee (“VLF”) rate currently
in effect, 0.65% of vehicle value, the State must provide local governments with equal replacement
revenues. Further, Proposition 1A requires the State to suspend State mandates affecting cities, counties
and special districts, excepting mandates relating to employee rights, schools or community colleges, in
any year that the State does not fully reimburse local governments for their costs to comply with such
mandates.
Article XIIIC and Article XIIID of the California Constitution
Proposition 218, a State ballot initiative known as the “Right to Vote on Taxes Act,” was approved
by the voters on November 5, 1996. The initiative added Articles XIIIC and XIIID to the California
298610182.5 56
Constitution, creating additional requirements for the imposition by most local governments of “general
taxes,” “special taxes,” “assessments,” “fees,” and “charges.” Proposition 218 became effective, pursuant
to its terms, as of November 6, 1996, although compliance with some of its provisions was deferred until
July 1, 1997, and certain of its provisions purport to apply to any tax imposed for general governmental
purposes (i.e., “general taxes”) imposed, extended or increased on or after January 1, 1995 and prior to
November 6, 1996.
Article XIIID imposes substantive and procedural requirements on the imposition, extension or
increase of any “fee” or “charge” subject to its provisions. A “fee” or “charge” subject to Article XIIID
includes any levy, other than an ad valorem tax, special tax or assessment, imposed by an agency upon a
parcel or upon a person as an incident of property ownership. Article XIIID prohibits, among other things,
the imposition of any proposed fee or charge, and, possibly, the increase of any existing fee or charge, in
the event written protests against the proposed fee or charge are presented at a required public hearing on
the fee or charge by a majority of owners of the parcels upon which the fee or charge is to be imposed.
Except for fees and charges for water, sewer and refuse collection services, the approval of a majority of
the property owners subject to the fee or charge, or at the option of the agency, by a two-thirds vote of the
electorate residing in the affected area, is required within 45 days following the public hearing on any such
proposed new or increased fee or charge. The California Supreme Court decisions in Richmond v. Shasta
Community Services District, 32 Cal.4th 409 (2004) (“Richmond”), and Bighorn-Desert View Water Agency
v. Verjil, 39 Cal.4th 205 (2006) (“Bighorn”) have clarified some of the uncertainty surrounding the
applicability of Section 6 of Article XIIID to service fees and charges. In Richmond, the Shasta Community
Services District charged a water connection fee, which included a capacity charge for capital
improvements to the water system and a fire suppression charge. The Court held that both the capacity
charge and the fire suppression charge were not subject to Article XIIID because a water connection fee is
not a property-related fee or charge because it results from the property owner’s voluntary decision to apply
for the connection. In both Richmond and Bighorn, however, the Court stated that a fee for ongoing water
service through an existing connection is imposed “as an incident of property ownership” within the
meaning of Article XIIID, rejecting, in Bighorn, the water agency’s argument that consumption-based water
charges are not imposed “as an incident of property ownership” but as a result of the voluntary decisions
of customers as to how much water to use.
Article XIIID also provides that “standby charges” are considered “assessments” and must follow
the procedures required for “assessments” under Article XIIID and imposes several procedural
requirements for the imposition of any assessment, which may include (1) various notice requirements,
including the requirement to mail a ballot to owners of the affected property; (2) the substitution of a
property owner ballot procedure for the traditional written protest procedure, and providing that “majority
protest” exists when ballots (weighted according to proportional financial obligation) submitted in
opposition exceed ballots in favor of the assessments; and (3) the requirement that the levying entity
“separate the general benefits from the special benefits conferred on a parcel” of land. Article XIIID also
precludes standby charges for services that are not immediately available to the parcel being charged.
Article XIIID provides that all existing, new or increased assessments are to comply with its
provisions beginning July 1, 1997. Existing assessments imposed on or before November 5, 1996, and
“imposed exclusively to finance the capital costs or maintenance and operations expenses for [among other
things] water” are exempted from some of the provisions of Article XIIID applicable to assessments.
Article XIIIC extends the people’s initiative power to reduce or repeal existing local taxes,
assessments, fees and charges. This extension of the initiative power is not limited by the terms of Article
XIIIC to fees, taxes, assessment fees and charges imposed after November 6, 1996 and absent other
authority could result in retroactive reduction in any existing taxes, assessments, fees or charges. In
Bighorn, the Court concluded that under Article XIIIC local voters by initiative may reduce a public
298610182.5 57
agency’s water rates and delivery charges. The Court noted, however, that it was not holding that the
authorized initiative power is free of all limitations, stating that it was not determining whether the
electorate’s initiative power is subject to the public agency’s statutory obligation to set water service
charges at a level that will “pay the operating expenses of the agency, . . . provide for repairs and
depreciation of works, provide a reasonable surplus for improvements, extensions, and enlargements, pay
the interest on any bonded debt, and provide a sinking or other fund for the payment of the principal of such
debt as it may become due.”
Under Ordinance No. OC SAN-58 adopted on March 22, 2023, the District established residential
Sewer Service Charges, except within Revenue Area No. 14 (for which service is billed directly to the
IRWD), based on the cost of services and facilities provided to each customer of the District. The noticed
public hearing held in connection with the adoption of this ordinance considered an increase in the single
family residential rate, the underlying rate for all of the District’s sewer service charges, of 3.5% for Fiscal
Year 2023-24 through Fiscal Year 2027-28. These increases were approved by the Board through the
adoption of Ordinance No. OC SAN-58.
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. If 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 affect the ability of the District to generate revenues in the amounts
required by the Master Agreement, and to make Installment Payments as provided in the Installment
Purchase Agreement. No assurance may be given that Articles XIIIC and XIIID will not have a material
adverse impact on Net Revenues.
Other Initiative Measures
Articles XIIIA, XIIIB, XIIIC and XIIID were adopted pursuant to California’s constitutional
initiative process. From time to time other initiative measures could be adopted by California voters, placing
additional limitations on the ability of the District to increase revenues.
RISK FACTORS
This section describes certain special considerations and risk factors affecting the payment of and
security for the Revenue Obligations. The following discussion is not meant to be an exhaustive list of the
risks associated with the purchase of any Revenue Obligations and the order does not necessarily reflect
the relative importance of the various risks. Potential investors in the Revenue Obligations are advised to
consider these special factors along with all other information in this Official Statement in evaluating the
Revenue Obligations. There can be no assurance that other considerations will not materialize in the future,
and if additional considerations materialize to a sufficient degree, they could delay or prevent payment of
principal and interest evidenced by the Revenue Obligations.
Limited Obligations
The Revenue Obligations are certificates of participation that evidence direct, fractional undivided
interests of the Owners thereof in the Installment Payments. The obligation of the District to pay the
298610182.5 58
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
under the Installment Purchase Agreement, solely from Net Revenues, and other funds as provided in the
Installment Purchase Agreement. The obligation of the District to pay the Installment Payments and the
interest thereon is a limited obligation of the District and is not secured by a legal or equitable pledge or
charge or lien upon any property of the District or any of its income or receipts, except the Net Revenues.
Factors that can adversely affect the availability of Net Revenues include, among other matters,
general and local economic conditions, and changes in law and government regulations (including
initiatives and moratoriums). The realization of future Net Revenues is also subject to, among other things,
the capabilities of management of the District, the ability of the District to provide wastewater service to
its customers, the ability of the District to establish, maintain and collect charges for the wastewater service
to its customers and the ability of the District to establish, maintain and collect rates and charges sufficient
to pay the Installment Payments and the interest thereon .
Wastewater System Maintenance and Operation Costs and Net Revenues
There can be no assurance that the District’s Maintenance and Operation Costs for the Wastewater
System will remain at the levels described in this Official Statement. Changes in technology, energy or
other expenses, including any increased treatment costs, due to inflation or otherwise, could reduce the
District’s Net Revenues and require substantial increases in rates or charges. Such rate increases could
increase the likelihood of nonpayment or decrease demand. Although the District has covenanted to
prescribe, revise and collect rates and charges for the Wastewater System at certain levels, there can be no
assurance that such amounts will be collected in the amounts and at the times necessary to make timely
payments with respect to the Revenue Obligations.
Construction projects in the capital program are subject to ordinary construction risks and delays
applicable to projects of their kind, including but not limited to (i) inclement weather affecting contractor
performance and timeliness of completion, which could affect the costs and availability of, or delivery
schedule for, equipment, components, materials, labor or subcontractors; (ii) contractor claims or
nonperformance; (iii) failure of contractors to execute within contract price; (iv) work stoppages or
slowdowns; (v) failure of contractors to meet schedule terms; (vi) supply chain issues; (vii) inflation; or
(viii) unanticipated project site conditions, including the discovery of hazardous materials on the site or
other issues regarding compliance with applicable environmental standards, and other natural hazards or
seismic events encountered during construction. In addition, given the limited redundancy of certain
wastewater facilities and systems, such systems must remain operational during construction, which could
affect construction schedules or budgets.
The ability of the District to comply with its covenants under the Master, Agreement and the
Installment Purchase Agreement and generate Net Revenues sufficient to pay Installment Payments may
be adversely affected by actions and events outside the control of the District and may be adversely affected
by actions taken (or not taken) by voters, property owners, taxpayers or payers of assessments, fees and
charges. See “LIMITATIONS ON TAXES AND REVENUES – Articles XIIIC and XIIID of the California
Constitution.” The remedies available to the owners of the Revenue Obligations upon the occurrence of an
event of default under the Installment Purchase Agreement are in many respects dependent upon judicial
actions that are typically subject to discretion and delay and could prove both expensive and time consuming
to obtain.
298610182.5 59
Environmental Laws and Regulations
Wastewater collection, treatment and disposal facilities are subject to a wide variety of local, State,
and federal health and environmental laws. Among the types of regulatory requirements faced by such
facilities are air and water quality control requirements and biosolids regulations. Such regulations, as they
may be from time to time amended or subsequently enacted could affect the Net Revenues available to pay
the Installment Payments. See “THE DISTRICT – Permits, Licenses and Other Regulations” and “ –
Biosolids Management.”
Natural Disasters
A number of natural disasters could affect the physical condition of the Wastewater System
facilities and/or the ability or willingness of Wastewater System customers to pay their sewer bills when
due. This may include the following:
Climate Change and Weather. The change in the earth’s average atmospheric temperature,
generally referred to as “climate change,” is expected to, among other things, increase the frequency and
severity of extreme weather events and cause rising sea levels and substantial flooding. The impacts of
climate change may materially adversely affect the finances and operations of the Wastewater System. The
sewers and pumping plants can be threatened by increased flooding risks, sinkholes, decreased flows, power
outages, service disruptions, and other changes in subsurface conditions that are caused by the fluctuating
climate extremes between wet and dry weather events.
The District’s Climate Resiliency Study, which was completed in November 2019, provides a
comprehensive analysis of climate-related, site-specific risk assessments of the District’s facilities using
available climate predictions, industry standards, and geographical information systems. The analysis from
the study is used to further develop strategies for climate risk and resiliency. See “THE DISTRICT –
Climate Issues.”
Seismic. The District, like most communities in California, is an area of unpredictable seismic
activity, and therefore, is subject to potentially destructive earthquakes. Southern California is characterized
by a number of geotechnical conditions that represent potential safety hazards, including expansive soils
and areas of potential liquefaction and landslide. The CIP includes planned improvements to facilities for
the purpose of improving seismic reliability. See “THE DISTRICT – Capital Improvement Plan.” The
District has limited earthquake insurance partially covering several key structures; beyond that, the District
relies on a combination of self-insurance and District reserves for all property damage from the perils of
seismic activity. See “THE DISTRICT – Risk Management.” Although the District continues to improve
seismic reliability, there can be no assurance that these or any additional measures will be adequate in the
event that a natural disaster occurs, nor that costs of preparedness measures will be as currently anticipated.
Further, damage to components of the Wastewater System could cause a material increase in costs for
repairs or a corresponding material adverse impact on Net Revenues.
Sewer Failure. The Wastewater System is subject to potential failures of its sewage collection and
conveyance systems due the potential impact of climate change or natural disasters that can result in
unexpected repair costs and other expenses. Although the District has implemented disaster preparedness
plans and made improvements to Wastewater System facilities in connection with such potential disasters,
there can be no assurance that these or any additional measures will be adequate in the event that a disaster
occurs, nor that costs of preparedness measures will be as currently anticipated. Further, damage to
components of the Wastewater System could cause a material increase in costs for repairs or a
corresponding material adverse impact on Net Revenues. See “THE DISTRICT –Emergency Management:
Response and Recovery.”
298610182.5 60
The District is unable to predict the potential impact of heavy rains, flooding, sea level rise,
earthquakes, tsunamis, extreme heat, wildfires and other natural disasters on the Wastewater System’s
operations or financial condition.
Cybersecurity
The District, like many other public and private entities, relies on computer and other digital
networks and systems to conduct its operations. As a recipient and provider of personal, private or other
sensitive electronic information, the District is potentially subject to multiple cyber threats, including
without limitation hacking, viruses, ransomware, malware and other attacks. No assurance can be given
that its efforts to manage cyber threats and attacks will be successful in all cases, or that any such attack
would not materially impact the operations or finances of any entity, including with respect to the
administration of the Revenue Obligations. The District is also reliant on other entities and service providers
in connection with its information technology generally, as well as with the administration of the Revenue
Obligations, including without limitation the Trustee. Cybersecurity, and generally, protecting the
District’s computer assets, networks, programs, data, and industrial control equipment from unauthorized
access or attacks, is a listed topic of the District’s Strategic Plan. See “THE DISTRICT – Strategic Plan.”
However, no assurance can be given that the District and these other entities will not be affected by cyber
threats and attacks in a manner that may affect the owners of the Revenue Obligations. The District
currently maintains commercial cyber liability coverage, but the District is not obligated to continue such
coverage. See “THE DISTRICT – Risk Management.”
Limitations on Remedies; Bankruptcy
The District is authorized to file for bankruptcy protection pursuant to Chapter 9 of the United
States Bankruptcy Code (the “Bankruptcy Code”) under certain circumstances. Should the District file for
bankruptcy, there could be adverse effects on the owners of the Revenue Obligations.
If the District is in bankruptcy, then the District’s creditors (including the Trustee on behalf of
owners of the Revenue Obligations) may be prohibited from taking any action to collect any amount from
the District or to enforce any obligation of the District without the bankruptcy court’s permission. This
prohibition may also prevent the Trustee from making payments to the owners of the Revenue Obligations
from funds in the Trustee’s possession. The rate covenant (see “SECURITY AND SOURCES OF
PAYMENT FOR THE REVENUE OBLIGATIONS – Rate Covenant”) may not be enforceable in
bankruptcy by the Trustee or the owners of the Revenue Obligations.
The District may be able, without the consent and over the objection of the Trustee and the owners
of the Revenue Obligations, to alter the priority, interest rate, principal amount, payment terms, collateral,
maturity dates, payment sources, covenants (including tax-related covenants), and other terms or provisions
of the Master Agreement, the Installment Purchase Agreement, the Trust Agreement and the Revenue
Obligations as long as the bankruptcy court determines that the alterations are fair and equitable.
There may be delays in Installment Payments, and consequently payments on the Revenue
Obligations, while the District is in bankruptcy. There may be other possible effects of a bankruptcy of the
District that could result in delays or reductions in payments on the Revenue Obligations, or result in losses
to the owners of the Revenue Obligations. Regardless of any specific adverse determinations in a District
bankruptcy proceeding, the fact of a District bankruptcy proceeding could have an adverse effect on the
liquidity and value of the Revenue Obligations.
298610182.5 61
Rate Setting Process Under Proposition 218
Proposition 218, which added Articles XIIIC and XIIID to the State Constitution, affects the
District’s ability to maintain existing rates and impose rate increases, and no assurance can be given that
future rate increases will not encounter majority protest opposition or be challenged by initiative action
authorized under Proposition 218. In the event that future proposed rate increases cannot be imposed as a
result of majority protest or initiative, the District might thereafter be unable to generate Net Revenues in
the amounts required by the Trust Agreement to pay the Revenue Obligations. The District believes that its
current Wastewater System rates approved by the Board were effected in compliance with the notice, public
hearing and majority protest provisions of Proposition 218. See “DISTRICT REVENUES – Sewer Service
Charges” and “LIMITATIONS ON TAXES AND REVENUES – Articles XIIIC and XIIID of the
California Constitution.”
Loss of Tax-Exemption
As highlighted under the heading “TAX MATTERS,” interest on the Revenue Obligations could
become includable in gross income for purposes of federal income taxation retroactive to the date the
Revenue Obligations were issued, as a result of future legislation (including legislation which may be
currently proposed) or acts or omissions of the District in violation of its covenants in the Installment
Purchase Agreement and the Trust Agreement.
Should such an event of taxability occur, the Revenue Obligations are not subject to special
redemption and will remain Outstanding until maturity or until redeemed under other provisions set forth
in the Trust Agreement.
LEGAL MATTERS
The validity of the Revenue Obligations and certain other legal matters are subject to the approving
opinion of Norton Rose Fulbright US LLP, Los Angeles, California, Special Counsel to the District. A
complete copy of the proposed form of Special Counsel opinion is attached as Appendix F hereto. Special
Counsel, in its capacity as Special Counsel to the District, undertakes no responsibility for the accuracy,
completeness or fairness of this Official Statement. Certain legal matters will be passed on for the District
and the Corporation by Best Best & Krieger LLP, Irvine, California, and for the District by Norton Rose
Fulbright US LLP, Disclosure Counsel to the District.
MUNICIPAL ADVISOR
The District has retained PFM Financial Advisors LLC as an independent registered municipal
advisor (the “Municipal Advisor”) in connection with the execution and delivery of the Revenue
Obligations. The Municipal Advisor has not been engaged, nor have they undertaken, to audit, authenticate
or otherwise verify the information set forth in the Official Statement, or any other related information
available to the District, with respect to accuracy and completeness of disclosure of such information. The
Municipal Advisor has reviewed this Official Statement but makes no guaranty, warranty or other
representation respecting accuracy and completeness of the information contained in this Official
Statement. The fees of the Municipal Advisor are contingent on the issuance and delivery of the Revenue
Obligations.
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
298610182.5 62
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 Revenue Obligations, 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 Revenue Obligations, the Trust Agreement, the Master Agreement, the
Installment Purchase Agreement or any action of the District contemplated by any of said documents, or in
any way contesting the completeness or accuracy of this Official Statement, or contesting the powers of the
District or its authority with respect to the Revenue Obligations 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’s ability
to make Installment Payments.
FINANCIAL STATEMENTS
The basic financial statements of the District included in Appendix A to this Official Statement
have been audited by Davis Farr LLP, independent certified public accountants. See APPENDIX A –
“ANNUAL COMPREHENSIVE FINANCIAL REPORT OF THE ORANGE COUNTY SANITATION
DISTRICT FOR THE YEAR ENDED JUNE 30, 2024” herein. The District has received the Government
Finance Officers Association Certificate of Achievement for “Excellence in Financial Reporting” for [27]
consecutive years. The audited financial statements, including the footnotes thereto, should be reviewed in
their entirety. Davis Farr LLP, the District’s independent auditor, has not been engaged to perform, and has
not performed, since the date of its report included in Appendix A, any procedures on the financial
statements addressed in that report. Davis Farr LLP also has not performed any procedures relating to this
Official Statement.
TAX MATTERS
Federal Tax Exemption
In the opinion of Norton Rose Fulbright US LLP, San Francisco, California, Special Counsel to the
District, under existing statutes, regulations, rulings and judicial decisions, and assuming compliance by
the District with certain covenants in the Trust Agreement, the Tax Certificate and other documents
pertaining to the Revenue Obligations and requirements of the Internal Revenue Code of 1986 (the “Code”)
regarding the use, expenditure and investment of proceeds of the Revenue Obligations and the timely
payment of certain investment earnings to the United States, the portion of each Installment Payment
representing interest and distributable in respect of any Revenue Obligation is not included in the gross
income of the owners of the Revenue Obligations for federal income tax purposes. Failure to comply with
such covenants and requirements may cause the portion of each Installment Payment representing interest
and distributable in respect of any Revenue Obligation to be included in gross income retroactive to the
date of execution and delivery of the Revenue Obligations.
In the further opinion of Special Counsel, the portion of each Installment Payment representing
interest and distributable in respect of any Revenue Obligation is not treated as an item of tax preference
for purposes of the federal alternative minimum tax on individuals. Special Counsel expresses no opinion
regarding the applicability of the federal corporate alternative minimum tax to the adjusted financial
statement income of certain corporations.
298610182.5 63
Ownership of, or the receipt of interest on, tax-exempt obligations may result in collateral federal
income tax consequences to certain taxpayers, including, without limitation, financial institutions, property
and casualty insurance companies, certain foreign corporations doing business in the United States, certain
S corporations with excess passive income, individual recipients of Social Security or Railroad Retirement
benefits, taxpayers that may be deemed to have incurred or continued indebtedness to purchase or carry
tax-exempt obligations and taxpayers who may be eligible for the earned income tax credit. Special Counsel
expresses no opinion with respect to any collateral tax consequences and, accordingly, prospective
purchasers of the Revenue Obligations should consult their own tax advisors as to the applicability of any
collateral tax consequences.
Certain requirements and procedures contained or referred to in the Trust Agreement, the Tax
Certificate or other documents pertaining to the Revenue Obligations may be changed, and certain actions
may be taken or not taken, under the circumstances and subject to the terms and conditions set forth in such
documents, upon the advice or with the approving opinion of counsel nationally recognized in the area of
tax-exempt obligations. Special Counsel expresses no opinion as to the effect of any change to any
document pertaining to the Revenue Obligations or of any action taken or not taken where such change is
made or action is taken or not taken without the approval of Norton Rose Fulbright US LLP or in reliance
upon the advice of counsel other than Norton Rose Fulbright US LLP with respect to the exclusion from
gross income of the portion of each Installment Payment representing interest and distributable in respect
of any Revenue Obligation for federal income tax purposes.
Special Counsel’s opinion is not a guarantee of result, but represents its legal judgment based upon
its review of existing statutes, regulations, published rulings and judicial decisions and the representations
and covenants of the District described above. No ruling has been sought from the Internal Revenue Service
(the “IRS”) with respect to the matters addressed in the opinion of Special Counsel, and Special Counsel’s
opinion is not binding on the IRS. The IRS has an ongoing program of examining the tax-exempt status of
the interest on municipal obligations. If an examination of the Revenue Obligations is commenced, under
current procedures the IRS is likely to treat the District as the “taxpayer,” and the owners of the Revenue
Obligations would have no right to participate in the examination process. In responding to or defending
an examination of the tax-exempt status of the portion of each Installment Payment representing interest
and distributable in respect of any Revenue Obligation, the District may have different or conflicting
interests from the owners. Additionally, public awareness of any future examination of the Revenue
Obligations could adversely affect the value and liquidity of the Revenue Obligations during the pendency
of the examination, regardless of its ultimate outcome.
Tax Accounting Treatment of Bond Premium
To the extent a purchaser acquires a Revenue Obligation at a price in excess of the amount payable
at its maturity, such excess will constitute “bond premium” under the Code. The Code and applicable
Treasury Regulations provide generally that bond premium on a tax-exempt obligation is amortized over
the remaining term of the obligation (or a shorter period in the case of certain callable obligations) based
on the obligation’s yield to maturity (or shorter period in the case of certain callable obligations). The
amount of premium so amortized reduces the owner’s basis in such obligation for federal income tax
purposes, though such amortized premium is not deductible for federal income tax purposes. This reduction
in basis will increase the amount of any gain (or decrease the amount of any loss) recognized for federal
income tax purposes upon a sale or other taxable disposition of the obligation. Special Counsel is not
opining on the accounting for bond premium or the consequence to a Revenue Obligation purchaser of
purchasing a Revenue Obligation with bond premium. Accordingly, persons considering the purchase of
Revenue Obligations with bond premium should consult their own tax advisors with respect to the
determination of bond premium on such Revenue Obligations for federal income tax purposes and with
respect to the state and local tax consequences of owning and disposing of such Revenue Obligations.
298610182.5 64
Information Reporting and Backup Withholding
Interest paid on the Revenue Obligations will be subject to information reporting in a manner
similar to interest paid on taxable obligations. Although such reporting requirement does not, in and of
itself, affect the excludability of such interest from gross income for federal income tax purposes, such
reporting requirement causes the payment of the portion of each Installment Payment representing interest
and distributable in respect of any Revenue Obligation to be subject to backup withholding if such interest
is paid to beneficial owners who (a) are not “exempt recipients,” and (b) either fail to provide certain
identifying information (such as the beneficial owner’s taxpayer identification number) in the required
manner or have been identified by the IRS as having failed to report all interest and dividends required to
be shown on their income tax returns. Generally, individuals are not exempt recipients, whereas
corporations and certain other entities are exempt recipients. Amounts withheld under the backup
withholding rules from a payment to a beneficial owner are allowed as a refund or credit against such
beneficial owner’s federal income tax liability so long as the required information is furnished to the IRS.
State Tax Exemption
In the further opinion of Special Counsel, the portion of each Installment Payment representing
interest and distributable in respect of any Revenue Obligation is exempt from personal income taxes
imposed by the State of California.
Future Developments
Existing law may change to reduce or eliminate the benefit to owners of the Revenue Obligations
of the exclusion of the portion of each Installment Payment representing interest and distributable in respect
of any Revenue Obligation from gross income for federal income tax purposes or of the exemption of the
portion of each Installment Payment representing interest and distributable in respect of any Revenue
Obligation from State of California personal income taxation. Any proposed legislation, whether or not
enacted, or administrative action, whether or not taken, could also affect the value and marketability of the
Revenue Obligations. Prospective purchasers of the Revenue Obligations should consult their own tax
advisors with respect to any proposed or future change in tax law.
A copy of the form of opinion of Special Counsel relating to the Revenue Obligations is included
in APPENDIX F hereto.
VERIFICATION OF MATHEMATICAL COMPUTATIONS
___________________________________________, will verify the accuracy of mathematical
computations concerning the adequacy of the maturing principal amounts of and interest earned on the
Government Obligations deposited in the 2016A Escrow Fund, together with amounts held as cash therein,
to provide for payment of interest and the prepayment prices (including accrued interest) of the Refunded
2016A Obligations through and on the Prepayment Date.
The report of such firm will include the statement that the scope of their engagement was limited
to verifying the mathematical accuracy of the computations contained in such schedules provided to them
and that they have no obligation to update their report because of events occurring, or data or information
coming to their attention, subsequent to the date of their report.
298610182.5 65
CONTINUING DISCLOSURE
The District has covenanted for the benefit of holders and beneficial owners of the Revenue
Obligations (a) to provide certain financial information and operating data (the “Annual Report”) relating
to the District and the property in the District not later than eight months after the end of the District’s Fiscal
Year (which currently would be March 1), commencing with the report for the 2024-25 Fiscal Year, and
(b) to provide notices of the occurrence of certain enumerated events. The Annual Report will be filed by
the District, or the Dissemination Agent on behalf of the District, with the Municipal Securities Rulemaking
Board. The notices of enumerated events will be filed by or on behalf of the District with the Municipal
Securities Rulemaking Board. The specific nature of the information to be contained in the Annual Report
or the notices of enumerated events is set forth in the Continuing Disclosure Agreement. See APPENDIX
D – “FORM OF CONTINUING DISCLOSURE AGREEMENT.” These covenants have been made in
order to assist the Initial Purchaser in complying with S.E.C. Rule 15c2-12.
RATINGS
The Revenue Obligations will be rated “___” by Moody’s Investors Service, Inc. (“Moody’s”),
“___” by S&P Global Ratings (“S&P”), and “___” by Fitch Ratings (“Fitch”). Such ratings reflect only the
views of the rating agencies, and do not constitute a recommendation to buy, sell or hold the Revenue
Obligations. Explanation of the significance of such ratings may be obtained only from the respective
organizations at: Moody’s Investors Service, Inc. 7 World Trade Center, 250 Greenwich Street, New York,
New York 10007, S&P Global Ratings, 55 Water Street, New York, New York 10041 and Fitch Ratings,
One State Street Plaza, New York, New York 10004. There is no assurance that any such ratings will
continue for any given period of time or that they will not be revised downward or withdrawn entirely by
the respective rating agencies, if in the judgment of any such rating agency circumstances so warrant. Any
such downward revision or withdrawal of such ratings may have an adverse effect on the market price of
the Revenue Obligations.
PURCHASE AND REOFFERING
_____________. (the “Initial Purchaser”) has purchased the Revenue Obligations from the District
at a competitive sale for a purchase price of $_____________ (representing the aggregate principal amount
of the Revenue Obligations, plus a premium of $_____________, and less an Initial Purchaser’s discount
of $_________). The public offering prices may be changed from time to time by the Initial Purchaser. The
Initial Purchaser may offer and sell Revenue Obligations to certain dealers and others at prices lower than
the offering prices shown on the inside cover page hereof.
[Remainder of page intentionally left blank.]
298610182.5 S-1
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 Revenue Obligations.
The execution and delivery of this Official Statement has been duly authorized by the District.
ORANGE COUNTY SANITATION DISTRICT
By:
Board Chairperson
298610182.5
APPENDIX A
ANNUAL COMPREHENSIVE FINANCIAL REPORT OF THE ORANGE COUNTY
SANITATION DISTRICT FOR THE YEAR ENDED JUNE 30, 2024
298610182.5
[INSERT APPENDIX B]
298610182.5
[INSERT APPENDIX C]
298610182.5
[INSERT APPENDIX D]
298610182.5 E-1
APPENDIX E
BOOK-ENTRY SYSTEM
The description that follows of the procedures and recordkeeping with respect to beneficial
ownership interests in the Revenue Obligations, payment of principal and interest evidenced by the Revenue
Obligations to Participants or Beneficial Owners, confirmation and transfer of beneficial ownership
interests in the Revenue Obligations, and other Revenue Obligation-related transactions by and between
DTC, Participants and Beneficial Owners, is based on information furnished by DTC which the District
and the Corporation each believes to be reliable, but the District and the Corporation take no responsibility
for the completeness or accuracy thereof.
The Depository Trust Company – Book-Entry System
The Depository Trust Company (“DTC”), New York, NY, will act as securities depository for the
securities (the “Revenue Obligations”). The Revenue Obligations will be issued as fully-registered
securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may
be requested by an authorized representative of DTC. One fully-registered certificate will be issued for the
Revenue Obligations in the aggregate principal amount of such issue, and will be deposited with DTC.
DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking
organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System,
a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing
agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC
holds and provides asset servicing for over 3.5 million U.S. and non-U.S. equity issues, corporate and
municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants
(“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct
Participants of sales and other securities transactions in deposited securities, through electronic
computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the
need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S.
securities brokers and dealers, banks, trust companies, clearing corporations, and certain other
organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation
(“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed
Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users
of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and
non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through
or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect
Participants”). DTC has a Standard & Poor’s rating of “AA+.” The DTC Rules applicable to its Participants
are on file with the Securities and Exchange Commission. More information about DTC can be found at
www.dtcc.com. The information on such website is not incorporated herein by such reference or otherwise.
Purchases of Revenue Obligations under the DTC system must be made by or through Direct
Participants, which will receive a credit for the Revenue Obligations on DTC’s records. The ownership
interest of each actual purchaser of each Revenue Obligation (“Beneficial Owner”) is in turn to be recorded
on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation
from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations
providing details of the transaction, as well as periodic statements of their holdings, from the Direct or
Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of
ownership interests in the Revenue Obligations are to be accomplished by entries made on the books of
Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive
298610182.5 E-2
certificates representing their ownership interests in the Revenue Obligations, except in the event that use
of the book-entry system for the Revenue Obligations is discontinued.
To facilitate subsequent transfers, all Revenue Obligations deposited by Direct Participants with
DTC are registered in the name of DTC’s partnership nominee, Cede & Co. or such other name as may be
requested by an authorized representative of DTC. The deposit of Revenue Obligations with DTC and their
registration in the name of Cede & Co. or such other nominee do not effect any change in beneficial
ownership. DTC has no knowledge of the actual Beneficial Owners of the Revenue Obligations; DTC’s
records reflect only the identity of the Direct Participants to whose accounts such Revenue Obligations are
credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain
responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct
Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial
Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements
as may be in effect from time to time. Beneficial Owners of Revenue Obligations may wish to take certain
steps to augment transmission to them of notices of significant events with respect to the Revenue
Obligations, such as prepayments, tenders, defaults, and proposed amendments to the security documents.
For example, Beneficial Owners of Revenue Obligations may wish to ascertain that the nominee holding
the Revenue Obligations for their benefit has agreed to obtain and transmit notices to Beneficial Owners,
in the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and
request that copies of the notices be provided directly to them.
Prepayment notices shall be sent to DTC. If less than all of the Revenue Obligations within an issue
are being prepaid, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant
in such issue to be prepaid.
Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with respect to
the Revenue Obligations unless authorized by a Direct Participant in accordance with DTC’s MMI
Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the District as soon as possible
after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct
Participants to whose accounts the Revenue Obligations are credited on the record date (identified in a
listing attached to the Omnibus Proxy).
Prepayments with respect to the Revenue Obligations will be made to Cede & Co., or such other
nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct
Participants’ accounts, upon DTC’s receipt of funds and corresponding detail information from the District
or the Trustee on payable date in accordance with their respective holdings shown on DTC’s records.
Payments by Participants to Beneficial Owners will be governed by standing instructions and customary
practices, as is the case with securities held for the accounts of customers in bearer form or registered in
“street name,” and will be the responsibility of such Participant and not of DTC, nor its nominee, the
Trustee, or the District, subject to any statutory or regulatory requirements as may be in effect from time to
time. Payment of prepayment proceeds, distributions, and dividend payments to Cede & Co. (or such other
nominee as may be requested by an authorized representative of DTC) is the responsibility of the District
or the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and
disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect
Participants.
298610182.5 E-3
DTC may discontinue providing its services as securities depository with respect to the Revenue
Obligations at any time by giving reasonable notice to the District or the Trustee. Under such circumstances,
in the event that a successor securities depository is not obtained, Revenue Obligations are required to be
printed and delivered.
The District may decide to discontinue use of the system of book-entry-only transfers through DTC
(or a successor securities depository). In that event, Revenue Obligations will be printed and delivered to
DTC.
The information in this section concerning DTC and DTC’s book-entry system has been obtained
from sources that the District believes to be reliable, but the District takes no responsibility for the accuracy
thereof.
Discontinuance of DTC Services
In the event (i) DTC determines not to continue to act as securities depository for the Revenue
Obligations, (ii) DTC shall no longer act and give notice to the Trustee of such determination or (iii) the
District determines that it is in the best interest of the Beneficial Owners that they be able to obtain Revenue
Obligations and delivers a written certificate to the Trustee to that effect, DTC services will be discontinued.
If the District determines to replace DTC with another qualified securities depository, the District shall
prepare or direct the preparation of a new single, separate, fully registered Revenue Obligation for each of
the maturities of the Revenue Obligations, 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 DTC then the Revenue Obligations shall no longer be restricted to being registered in the
certificate registration books in the name of Cede & Co., but shall be registered in such names as are
requested in a certificate of the District, in accordance with the Trust Agreement.
All Revenue Obligations may be presented for transfer by the Owner thereof, in person or by his
attorney duly authorized in writing, at the Principal Office of the Trustee, on the books required to be kept
by the Trustee pursuant to the provisions of the Trust Agreement, upon surrender of such Certifications for
cancellation accompanied by delivery of a duly executed written instrument of transfer in a form acceptable
to the Trustee. The Trustee may treat the Owner of any Revenue Obligation as the absolute owner of such
Revenue Obligation for all purposes, whether or not such Revenue Obligation 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 Revenue Obligation shall be made only to such Owner, which payments shall
be valid and effectual to satisfy and discharge the liability evidenced by such Revenue Obligation to the
extent of the sum or sums so paid.
Whenever any Revenue Obligations shall be surrendered for transfer, the Trustee shall execute and
deliver new Revenue Obligations representing the same principal amount in Authorized Denominations.
The Trustee shall require the payment of any Owner requesting such transfer of any tax or other
governmental charge required to be paid with respect to such transfer. Revenue Obligations may be
presented for exchange at the Principal Office of the Trustee for a like aggregate principal amount of
Revenue Obligations of other Authorized Denominations. The Trustee shall require the payment by the
Owner requesting such exchange of any tax or other governmental charge required to be paid with respect
to such exchange. The Trustee shall not be required to transfer or exchange any Revenue Obligation during
the period in which the Trustee is selecting Revenue Obligations for prepayment, nor shall the Trustee be
required to transfer or exchange any Revenue Obligation or portion thereof selected for prepayment from
and after the date of mailing the notice of prepayment thereof.
298610182.5 F-1
APPENDIX F
FORM OF APPROVING OPINION OF SPECIAL COUNSEL
Upon the execution and delivery of the Revenue Obligations, Norton Rose Fulbright US LLP, Los
Angeles, California, Special Counsel to the District, will render its final approving opinion with respect to
the Revenue Obligations in substantially the following form:
[Date of Delivery]
Orange County Sanitation District
18480 Bandilier Circle
Fountain Valley, California 92708
$___________
Orange County Sanitation District
Wastewater Refunding Revenue Obligations
Series 2025A
Ladies and Gentlemen:
We have acted as Special Counsel in connection with the $___________ aggregate principal
amount of Orange County Sanitation District Wastewater Refunding Revenue Obligations, Series 2025A
(the “Revenue Obligations”) which are certificates of participation that evidence direct, fractional undivided
interests of the Owners thereof in the 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 November 1, 2025 (the “Installment Purchase Agreement”), by and
between the District and the Orange County Sanitation District Financing Corporation (the “Corporation”).
Pursuant to the Master Agreement for District Obligations, dated as of August 1, 2000 (the “Master
Agreement”), by and between the District and the Corporation, the District has established conditions and
terms upon which obligations such as the Installment Payments, and the interest thereon, will be incurred
and secured. Installment Payments under the Installment Purchase Agreement are payable solely from Net
Revenues as provided in the Installment Purchase Agreement, consisting primarily of all income and
revenue received by the District from the operation or ownership of the Wastewater System of the District
(the “Wastewater System”) remaining after payment of Maintenance and Operation Costs. Capitalized
terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the
Installment Purchase Agreement.
The Revenue Obligations are to be executed and delivered pursuant to a Trust Agreement, dated as
of November 1, 2025 (the “Trust Agreement”), by and among the District, the Corporation and U.S. Bank
Trust Company, National Association, as successor trustee (the “Trustee”). Proceeds from the sale of the
Revenue Obligations will be used, together with other available funds, to (i) prepay [all/a portion] of the
District’s Wastewater Refunding Revenue Obligations, Series 2016A in the aggregate principal amount of
$[___] (the “Refunded 2016A Obligations”) and (ii) pay the costs incurred in connection with the execution
and delivery of the Revenue Obligations.
As Special Counsel, we have examined copies certified to us as being true and complete copies of
the Master Agreement, the Trust Agreement and the Installment Purchase Agreement and the proceedings
of the District in connection with the execution and delivery of the Revenue Obligations. We have also
examined such certificates of officers of the District, the Corporation and others as we have considered
necessary for the purposes of this opinion.
298610182.5 F-2
Based upon the foregoing, we are of the opinion that:
1. The Master Agreement, the Installment Purchase Agreement and the Trust
Agreement each has been duly and validly authorized, executed and delivered by the District and,
assuming the Master Agreement, the Installment Purchase Agreement and the Trust Agreement
each constitutes the legally valid and binding obligation of the other parties thereto, each constitutes
the legally valid and binding obligation of the District, enforceable against the District in
accordance with its respective terms.
2. The obligation of the District to pay the Installment 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, solely from Net Revenues and other funds provided for in the Installment Purchase
Agreement lawfully available therefor.
3. Assuming due authorization, execution and delivery of the Trust Agreement and
the Revenue Obligations by the Trustee, the Revenue Obligations are entitled to the benefits of the
Trust Agreement.
4. Under existing statutes, regulations, rulings and judicial decisions, and assuming
compliance by the District with certain covenants in the Trust Agreement, the Tax Certificate and
other documents pertaining to the Revenue Obligations and requirements of the Internal Revenue
Code of 1986 regarding the use, expenditure and investment of proceeds of the Revenue
Obligations and the timely payment of certain investment earnings to the United States, the portion
of each Installment Payment representing interest and distributable in respect of any Revenue
Obligation is not includable in the gross income of the owners of the Revenue Obligations for
federal income tax purposes. Failure to comply with such covenants and requirements may cause
the portion of each Installment Payment representing interest and distributable in respect of any
Revenue Obligation to be included in gross income retroactive to the date of execution and delivery
of the Revenue Obligations.
5. Under existing law, the portion of each Installment Payment representing interest
and distributable in respect of any Revenue Obligation is not treated as an item of tax preference
for purposes of the federal alternative minimum tax on individuals. We express no opinion
regarding the applicability of the corporate alternative minimum tax to the adjusted financial
statement income of any owner of the Revenue Obligations.
6. Under existing law, the portion of each Installment Payment representing interest
and distributable in respect of any Revenue Obligation is exempt from personal income taxes
imposed by the State of California.
Except as stated in paragraphs 4, 5 and 6 above, we express no opinion as to any federal or state
tax consequence of the ownership or disposition of the Revenue Obligations or the receipt or accrual of the
portion of each Installment Payment representing interest and distributable in respect of any Revenue
Obligation. Further, certain requirements and procedures contained or referred to in the Trust Agreement,
the Installment Purchase Agreement or in other documents pertaining to the Revenue Obligations may be
changed, and certain actions may be taken, under the circumstances and subject to the terms and conditions
set forth in such documents, upon the advice or with the approving opinion of counsel nationally recognized
in the area of tax-exempt obligations. We express no opinion as to the effect of any change to any document
pertaining to the Revenue Obligations or of any action taken or not taken where such change is made or
action is taken or not taken without our approval or in reliance upon the advice of counsel other than
298610182.5 F-3
ourselves with respect to the exclusion from gross income of the portion of each Installment Payment
representing interest and distributable in respect of any Revenue Obligation for federal income tax purposes.
The rights of the owners of the Revenue Obligations and the enforceability of the Revenue
Obligations, the Master Agreement, the Trust Agreement and the Installment Purchase Agreement may be
subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’
rights heretofore or hereafter enacted and may also be subject to the exercise of judicial discretion in
appropriate cases. The enforceability of the Revenue Obligations, the Master Agreement, the Trust
Agreement and the Installment Purchase Agreement is subject to the effect of general principles of equity,
including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, to the
possible unavailability of specific performance or injunctive relief, regardless of whether considered in a
proceeding in equity or at law, and to the limitations on legal remedies against governmental entities in
California.
No opinion is expressed herein on the accuracy, completeness or fairness of the Official Statement
or other offering material relating to the Revenue Obligations.
Our opinions are based on existing law, which is subject to change. Such opinions are further based
on our knowledge of facts as of the date hereof. We assume no duty to update or supplement our opinions
to reflect any facts or circumstances that may hereafter come to our attention or to reflect any changes in
any law that may hereafter occur or become effective. Moreover, our opinions are not a guarantee of result;
rather, such opinions represent our legal judgment based upon our review of existing law that we deem
relevant to such opinions and in reliance upon the representations and covenants referenced above.
Respectfully submitted,
DRAFT OF
07/31/25
299092432.2 1001254408
CONTINUING DISCLOSURE AGREEMENT
THIS CONTINUING DISCLOSURE AGREEMENT (this “Disclosure Agreement”), dated as
of ___________ 1, 2025, is by and between the ORANGE COUNTY SANITATION DISTRICT, a county
sanitation district organized and existing under the laws of the State of California (the “District”), and
DIGITAL ASSURANCE CERTIFICATION, LLC, as Dissemination Agent (the “Dissemination Agent”).
WITNESSETH:
WHEREAS, the District has caused to be executed and delivered the Orange County Sanitation
District Wastewater Refunding Revenue Obligations, Series 2025A (the “Revenue Obligations”),
evidencing principal in the aggregate amount of $__________, pursuant to a Trust Agreement, dated as of
the date hereof (the “Trust Agreement”), by and among U.S. Bank Trust Company, National Association,
as trustee (the “Trustee”), the Orange County Sanitation District Financing Corporation (the “Corporation”)
and the District; and
WHEREAS, this Disclosure Agreement is being executed and delivered by the District and the
Dissemination Agent for the benefit of the owners and beneficial owners of the Revenue Obligations and
in order to assist the purchaser of the Revenue Obligations in complying with the Rule (as defined herein);
NOW, THEREFORE, for and in consideration of the premises and of the mutual covenants herein
contained, the parties hereto agree as follows:
Section 1. Definitions. Capitalized undefined terms used herein shall have the meanings
ascribed thereto in the Trust Agreement or, if not defined therein, in the Master Agreement, dated as of
August 1, 2000, by and between the District and the Corporation. In addition, the following capitalized
terms shall have the following meanings:
“Annual Report” means any Annual Report provided by the District pursuant to, and as described
in, Sections 2 and 3 hereof.
“Annual Report Date” means the date in each year that is eight months after the end of the Fiscal
Year, which date, as of the date of this Disclosure Agreement, is March 1.
“Disclosure Representative” means the Director of Finance and Administrative Services of the
District, or such other officer or employee of the District as the District shall designate in writing to the
Dissemination Agent and the Trustee from time to time.
“Dissemination Agent” means an entity selected and retained by the District, or any successor
thereto selected by the District. The initial Dissemination Agent shall be Digital Assurance Certification,
LLC.
“EMMA” shall mean Electronic Municipal Market Access system, maintained on the internet at
http://emma.msrb.org by the MSRB.
“Financial Obligation” shall have the meaning ascribed to it in the Rule, any other applicable
federal securities laws and guidance provided by the SEC in its Release No. 34-83885 dated August 20,
2018 (the “2018 Release”), and any further amendments or written guidance provided by the SEC or its
staff with respect to the amendments to the Rule effected by the 2018 Release.
299092432.2
2
“Fiscal Year” shall mean the period beginning on July 1 of each year and ending on the next
succeeding June 30, or any twelve-month or fifty-two week period hereafter selected by the District, with
notice of such selection or change in fiscal year to be provided as set forth herein.
“Listed Events” means any of the events listed in Section 4 hereof and any other event legally
required to be reported pursuant to the Rule.
“MSRB” means the Municipal Securities Rulemaking Board established pursuant to
Section 15B(b)(1) of the Securities Exchange Act of 1934 or any other entity designated or authorized by
the SEC to receive reports pursuant to the Rule. Until otherwise designated by the MSRB or the SEC,
filings with the MSRB are to be made through EMMA.
“Official Statement” means the Official Statement, dated _______, 2025, relating to the Revenue
Obligations.
“Participating Underwriter” means any of the original purchaser(s) of the Revenue Obligations
required to comply with the Rule in connection with the offering of the Revenue Obligations.
“Repository” means, until otherwise designated by the SEC, EMMA.
“Rule” means Rule 15c2-12 adopted by the SEC under the Securities Exchange Act of 1934, as
the same has been or may be amended from time to time.
“SEC” shall mean the United States Securities and Exchange Commission.
Section 2. Provision of Annual Reports.
(a) The District shall provide, or shall cause the Dissemination Agent to provide, to MSRB,
through EMMA, not later than 15 days prior to the Annual Report Date, an Annual Report which is
consistent with the requirements of Section 3 of this Disclosure Agreement. The Annual Report must be
submitted in electronic format, accompanied by such identifying information as provided by the MSRB.
The Annual Report may be submitted as a single document or as separate documents comprising a package,
and may include by reference other information as provided in Section 3 of this Disclosure Agreement. Not
later than 15 Business Days prior to such date, the District shall provide the Annual Report to the
Dissemination Agent. If the Fiscal Year changes for the District, the District shall give notice of such
change in the manner provided under Section 4(e) hereof.
(b) If by 15 Business Days prior to the date specified in subsection (a) for providing the Annual
Report to the MSRB, through EMMA, the Dissemination Agent has not received a copy of the Annual
Report the Dissemination Agent shall contact the District to determine if the District is in compliance with
subsection (a). The District shall provide a written certification with each Annual Report furnished to the
Dissemination Agent to the effect that such Annual Report constitutes the Annual Report required to be
furnished by it hereunder. The Dissemination Agent may conclusively rely upon such certification of the
District and shall have no duty or obligation to review such Annual Report.
(c) If the Dissemination Agent is unable to verify that an Annual Report has been provided to
the MSRB by the date required in subsection (a), the Dissemination Agent shall send a notice to the MSRB
in substantially the form attached as Exhibit A.
(d) The Dissemination Agent shall:
299092432.2
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(i) determine the electronic filing address of, and then-current procedures for
submitting Annual Reports to, the MSRB each year prior to the date for providing the Annual
Report; and
(ii) to the extent appropriate information is available to it, file a report with the
Authority certifying that the Annual Report has been provided pursuant to this Disclosure
Agreement, stating the date it was provided.
Section 3. Content of Annual Reports. The District’s Annual Report shall contain or
incorporate by reference the following:
(a) Audited financial statements prepared in accordance with generally accepted accounting
principles as promulgated to apply to governmental entities from time to time by the Governmental
Accounting Standards Board. If the District’s audited financial statements are not available by the Annual
Report Date, the Annual Report shall contain unaudited financial statements in a format similar to the
financial statements contained in the Official Statement, and the audited financial statements shall be filed
in the same manner as the Annual Report when they become available.
(b) The principal evidenced by the Revenue Obligations Outstanding as of the June 30 next
preceding the Annual Report Date and the principal amount of other Senior Obligations outstanding as of
the June 30 next preceding the Annual Report Date.
(c) Updated information (not to include projections), for the Fiscal Year ended the June 30
next preceding the Annual Report Date, comparable to the information contained in the Official Statement
in Table Nos. 2, 4, 6 (only with respect to information on 6 under the headings Fiscal Year and Sewer
Service Charge), 8, 9, 10, 11, 12, 13, 14 and 16.
(d) In addition to any of the information expressly required to be provided under subsections
(a), (b) and (c) of this Section, the District shall provide such further information, if any, as may be
necessary to make the specifically required statements, in the light of the circumstances under which they
are made, not misleading.
Any or all of the items listed above may be included by specific reference to other documents,
including official statements of debt issues with respect to which the District is an “obligated person” (as
defined by the Rule), which are available to the public on EMMA or filed with the SEC. The District shall
clearly identify each such document to be included by reference.
Section 4. Reporting of Significant Events.
(a) Pursuant to the provisions of this Section 4, the District shall give, or cause to be given,
notice of the occurrence of any of the following events with respect to the Revenue Obligations, in a timely
manner not more than ten (10) Business Days after the event:
(1) principal and interest payment delinquencies;
(2) defeasances;
(3) tender offers;
(4) rating changes;
299092432.2
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(5) adverse tax opinions or the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-
TEB) or other material notices or determinations with respect to the tax status of the
Revenue Obligations, or other material events affecting the tax status of the Revenue
Obligations;
(6) unscheduled draws on the debt service reserves reflecting financial
difficulties;
(7) unscheduled draws on credit enhancements reflecting financial
difficulties;
(8) substitution of credit or liquidity providers or their failure to perform;
(9) bankruptcy, insolvency, receivership or similar proceedings; or
(10) default, event of acceleration, termination event, modification of terms, or
other similar events under the terms of a Financial Obligation of the District, any of which
reflect financial difficulties.
For these purposes, any event described in the immediately preceding paragraph (9) is considered
to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for
the District in a proceeding under the United States Bankruptcy Code or in any other proceeding under state
or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of
the assets or business of the District, or if such jurisdiction has been assumed by leaving the existing
governing body and officials or officers in possession but subject to the supervision and orders of a court
or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or
liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of
the assets or business of the District.
(b) Pursuant to the provisions of this Section 4, the District shall give, or cause to be given,
notice of the occurrence of any of the following events with respect to the Revenue Obligations, if material:
(1) consummation of a merger, consolidation, or acquisition involving the
District or the sale of all or substantially all of the assets of the District, other than in the
ordinary course of business, the entry into a definitive agreement to undertake such an
action or the termination of a definitive agreement relating to any such actions, other than
pursuant to its terms;
(2) appointment of a successor or additional Trustee or the change of the name
of a Trustee;
(3) nonpayment related defaults;
(4) modifications to the rights of Owners;
(5) a notices of prepayment;
(6) release, substitution or sale of property securing repayment of the Revenue
Obligations; or
299092432.2
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(7) incurrence of a Financial Obligation of the District, or agreement to
covenants, events of default, remedies, priority rights, or other similar terms of a Financial
Obligation of the District, any of which affect Revenue Obligation holders.
(c) Whenever the District obtains knowledge of the occurrence of an event, described in
subsection (b) of this Section 4, the District shall as soon as possible determine if such event would be
material under applicable federal securities law.
(d) If the District determines that knowledge of the occurrence of an event described in
subsection (b) of this Section 4 would be material under applicable federal securities law, the District shall
promptly notify the Dissemination Agent in writing and instruct the Dissemination Agent to report the
occurrence to the Repository in a timely manner not more than ten (10) Business Days after the event.
(e) If the Dissemination Agent has been instructed by the District to report the occurrence of
a Listed Event, the Dissemination Agent shall file a notice of such occurrence with the MSRB.
Section 5. Filings with the MSRB. All information, operating data, financial statements,
notices and other documents provided to the MSRB in accordance with this Disclosure Agreement shall be
provided in an electronic format prescribed by the MSRB and shall be accompanied by identifying
information as prescribed by the MSRB.
Section 6. Termination of Reporting Obligation. The District’s obligations under this
Disclosure Agreement shall terminate upon the legal defeasance, prior prepayment or payment in full of all
of the Revenue Obligations. If such termination occurs prior to the final maturity of the Revenue
Obligations, the District shall give notice of such termination in the same manner as for a Listed Event
under Section 4 hereof.
Section 7. Dissemination Agent. The District may, from time to time, appoint or engage
another Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement,
and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination
Agent. Notwithstanding any other provision to this Disclosure Agreement to the contrary, the District may
provide any Annual Report to Beneficial Owners by means of posting such Annual Report on an internet
site that provides open access to Beneficial Owners.
Section 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure
Agreement, the District may amend this Disclosure Agreement, provided no amendment increasing or
affecting the obligations or duties of the Dissemination Agent shall be made without the consent of such
party, and any provision of this Disclosure Agreement may be waived if such amendment or waiver is
supported by an opinion of counsel expert in federal securities laws acceptable to the District and the
Dissemination Agent to the effect that such amendment or waiver would not, in and of itself, cause the
undertakings herein to violate the Rule if such amendment or waiver had been effective on the date hereof
but taking into account any subsequent change in or official interpretation of the Rule.
Section 9. Additional Information. Nothing in this Disclosure Agreement shall be deemed
to prevent the District from disseminating any other information, using the means of dissemination set forth
in this Disclosure Agreement or any other means of communication, or including any other information in
any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this
Disclosure Agreement. If the District chooses to include any information in any Annual Report or notice
of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure
Agreement, the District shall have no obligation under this Disclosure Agreement to update such
information or include it in any future Annual Report or notice of occurrence of a Listed Event.
299092432.2
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Section 10. Default. In the event of a failure of the District or the Dissemination Agent to
comply with any provision of this Disclosure Agreement, the Trustee, at the written direction of any
Participating Underwriter or the holders of at least 25% of the aggregate amount of principal evidenced by
Outstanding Revenue Obligations and upon being indemnified to its reasonable satisfaction, shall, or any
holder or beneficial owner of the Revenue Obligations may, take such actions as may be necessary and
appropriate, including seeking mandate or specific performance by court order, to cause the District or the
Dissemination Agent, as the case may be, to comply with its obligations under this Disclosure Agreement.
A default under this Disclosure Agreement shall not be deemed an Event of Default under the Trust
Agreement, and the sole remedy under this Disclosure Agreement in the event of any failure of the District
or the Dissemination Agent to comply with this Disclosure Agreement shall be an action to compel
performance.
Section 11. Duties, Immunities and Liabilities of Trustee and Dissemination Agent.
Article VIII of the Trust Agreement is hereby made applicable to this Disclosure Agreement as if this
Disclosure Agreement were (solely for this purpose) contained in the Trust Agreement. Neither the Trustee
nor the Dissemination Agent shall be responsible for the form or content of any Annual Report or notice of
Listed Event. The Dissemination Agent shall receive reasonable compensation for its services provided
under this Disclosure Agreement. The Dissemination Agent and the Trustee shall have only such duties as
are specifically set forth in this Disclosure Agreement, and the District agrees to indemnify and save the
Dissemination Agent and the Trustee, their officers, directors, employees and agents, harmless against any
loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers
and duties hereunder, including the costs and expenses (including attorney’s fees) of defending against any
claim of liability, but excluding liabilities due to the Dissemination Agent’s or the Trustee’s respective
negligence or willful misconduct. The obligations of the District under this Section shall survive resignation
or removal of the Dissemination Agent and payment of the Revenue Obligations. The Dissemination Agent
shall not be deemed to be acting in any fiduciary capacity for the District, any holder of a Revenue
Obligation or any other party.
Section 12. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the
District, the Trustee, the Dissemination Agent, the Participating Underwriter and holders and beneficial
owners from time to time of the Revenue Obligations, and shall create no rights in any other person or
entity.
Section 13. Counterparts. This Disclosure Agreement may be executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the same
instrument.
299092432.2 S-1
IN WITNESS WHEREOF, the parties hereto have executed this Disclosure Agreement as of the
date first above written.
ORANGE COUNTY SANITATION DISTRICT
By:
Wally Ritchie
Director of Finance
DIGITAL ASSURANCE CERTIFICATION, LLC,
as Dissemination Agent
By:
Authorized Representative
Acknowledged and Accepted:
U.S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION,
as Trustee
By: ___________________________
Authorized Officer
299092432.2 A-1
EXHIBIT A
NOTICE TO MUNICIPAL SECURITIES RULEMAKING BOARD OF FAILURE
TO FILE ANNUAL REPORT
Name of Obligor: Orange County Sanitation District
Name of Issue: $______ Orange County Sanitation District
Wastewater Refunding Revenue Obligations, Series 2025A
(the “Revenue Obligations”)
Date of Execution and Delivery: ____________, 2025
NOTICE IS HEREBY GIVEN that the Orange County Sanitation District (the “District”) has not
provided an Annual Report with respect to the above-captioned Revenue Obligations as required by Section
6.09 of the Trust Agreement, dated as of ________ 1, 2025, by and among U.S. Bank Trust Company,
National Association, as Trustee, the Orange County Sanitation District Financing Corporation and the
District. [The District anticipates that the Annual Report will be filed by ______________.]
Dated: _____, 20__ ORANGE COUNTY SANITATION DISTRICT
By:
Title:
cc: Trustee
Dissemination Agent
ADMINISTRATION COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2025-4457 Agenda Date:9/10/2025 Agenda Item No:9.
FROM:Rob Thompson, General Manager
Originator: Lorenzo Tyner, Assistant General Manager
SUBJECT:
RELINQUISHMENT AND DISPOSITION PROCEDURES FOR VACATION AND SALE OF EXCESS
EASEMENTS INTERESTS
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION: Recommend to the Board of Directors to:
Adopt Resolution No.OC SAN 25-XX titled,“A Resolution of the Board of Directors of Orange County
Sanitation District Permitting the Establishment of Relinquishment and Disposition Procedures for
Vacation and Sale of Excess Easement Interests.”
BACKGROUND
Orange County Sanitation District (OC San)receives requests from private property owners and
public entities to relinquish its rights to abandoned sewer line easements.Requests for
relinquishment of excess land,in particular easement interests,are typically made by or on behalf of
the underlying or adjoining fee interest real property owner.
RELEVANT STANDARDS
·Protect OC San assets
·Ensure the public’s money is wisely spent
PROBLEM
The General Manager currently does not have the authority to enter into cost recovery
reimbursement agreements within the limits of his established delegated authority.As a result,
processing easement relinquishment requests from private owners or developers requires individual
Board approval to recover the costs associated with the transaction.This creates uncertainty due to
a lack of standardization in managing reimbursement agreements and cost recovery,potentially
exposing the agency to risks related to unauthorized gifts of public funds.
In addition,the current process lacks transparency to the public whether there are costs associated
with their request and subsequent recovery efforts.
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File #:2025-4457 Agenda Date:9/10/2025 Agenda Item No:9.
PROPOSED SOLUTION
Authorize the General Manager to enter into agreements with property owners requesting
relinquishment of OC San’s excess easement interests for fair market value as determined under
established policies and procedures,provided that the payment for said relinquished easement does
not exceed One Hundred Fifty Thousand Dollars ($150,000).
TIMING CONCERNS
Relinquishment requests can take six to nine months to complete the due diligence required before
they are brought to the Board of Directors for approval.Adoption of the Resolution will streamline
operations,reduce delays,and enhance the agency’s responsiveness while maintaining necessary
legal safeguards.
RAMIFICATIONS OF NOT TAKING ACTION
If no action is taken,processing relinquishment requests will be delayed because each individual
request requires Board of Directors approval,leading to inefficiencies and frustration among private
property owners and developers.This also increases the risk of non-compliance with laws governing
the use of public funds,including potential unauthorized gifts of public funds.Furthermore,the lack
of transparency regarding cost responsibilities may result in poor customer service and diminished
public trust.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
This policy would enable more timely and efficient processing of relinquishment requests from private
owners or developers.Staff worked with legal counsel to develop this approach.The General
Manager would be authorized to enter into cost recovery agreements,subject to internal approval,
ensuring compliance with applicable laws to prevent unauthorized gifts of public funds.This policy
will also improve transparency and customer service by clarifying when costs are associated with
relinquishment requests.All relinquishment requests will undergo a due diligence process to confirm
the property is no longer of beneficial use to OC San.
CEQA
N/A
FINANCIAL CONSIDERATIONS
Cost recovery would be limited to direct fees and costs borne of relinquishment requests.There is no
budgetary impact.
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File #:2025-4457 Agenda Date:9/10/2025 Agenda Item No:9.
ATTACHMENT
The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda
package:
·Resolution No. OC SAN 25-XX
·DRAFT Relinquishment Cost Recovery Policy
·DRAFT Reimbursement Agreement
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55880.00700\44122042.3 OC SAN 25-XX-1
RESOLUTION NO. OC SAN 25-XX
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
ORANGE COUNTY SANITATION DISTRICT PERMITTING
THE ESTABLISHMENT OF RELINQUISHMENT AND DISPOSITION PROCEDURES FOR VACATION AND SALE OF EXCESS EASEMENT INTERESTS
WHEREAS, from time to time, Orange County Sanitation District (OC San)
determines that an easement interest in real property owned and held by OC San is no longer necessary for its use after conducting an investigation of the easement interest and such easement interest may be made available for OC San to vacate and sell to the underlying or adjacent property owner or to a public agency;
WHEREAS, OC San lacks a uniform policy to relinquish excess easement
interests or to determine fair market value for such conveyances when property owners request relinquishment of such excess easement interests; and
WHEREAS, OC San has determined that developing and implementing a uniform policy regarding the relinquishment and disposition of excess easement interests would be time and cost efficient.
NOW, THEREFORE, the Board of Directors of the Orange County Sanitation District DOES HEREBY RESOLVE, DETERMINE AND ORDER that:
1. OC San shall be authorized to develop uniform policies and procedures regarding the relinquishment and disposition of excess easement interests in real property;
2. The General Manager shall be authorized to enter into agreements with property
owners requesting relinquishment of OC San’s excess easement interests for fair market value as determined under the established policies and procedures, provided that the payment for said relinquished easement does not exceed One Hundred Fifty Thousand Dollars ($150,000).
PASSED AND ADOPTED at a regular meeting of the Board of Directors of the Orange
County Sanitation District held on September 24, 2025.
______________________________ Ryan P. Gallagher Board Chairman
55880.00700\44122042.3 OC SAN 25-XX-2
ATTEST:
_________________________________ Kelly A. Lore, MMC Clerk of the Board
APPROVED AS TO FORM:
_________________________________ Scott C. Smith General Counsel
55880.00700\44122042.3 OC SAN 25-XX-3
STATE OF CALIFORNIA ) ) ss
COUNTY OF ORANGE )
I, Kelly A. Lore, Clerk of the Board of Directors of the Orange County Sanitation District, do hereby certify that the foregoing Resolution No. OC SAN 25-XX was passed and
adopted at a regular meeting of said Board on the 25th of September 2025, 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 the Orange County Sanitation District this 25th of September 2025.
__________________________________ Kelly A. Lore, MMC Clerk of the Board of Directors
Orange County Sanitation District
55880.00700\44134708.2
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ORANGE COUNTY SANITATION DISTRICT RELINQUISHMENT AND DISPOSITION PROCEDURE REGARDING EXCESS EASEMENT INTERESTS IN REAL PROPERTY
In the event that OC San determines that an easement interest in real property owned and held by OC San is no longer necessary for its use (i.e. for access, maintenance and operation of a facility) after conducting an investigation of the easement interest, it may be made available for OC San to sell the easement to the underlying or adjacent property owner or to a public agency. Priority is given to public agencies. A direct negotiated sale
based on current appraised fair market value to an underlying or adjoining property owner may be accomplished in accordance with the procedures outlined below. Relinquishments and sale of real property interests must be done in accordance with all applicable rules, laws and regulations, including California Health & Safety (H&S) Code Sections 4700 et seq., more particularly H&S Code Sections 4730.65, 4730.66, 4740
4743 and other laws applicable the disposition of land. The procedures outlined below does not apply to fee interests owned by OC San.
A. Statutory Authorities – Disposition of Real Property Interests.
The Orange County Sanitation District was established pursuant to the County Sanitation District Act (California Health & Safety (H&S) Code Section 4700 et
seq.), and more particularly H&S Code Sections 4730.65, 4730.66 4740 and 4743. Pursuant to H&S Code Section 4743, OC San “may sell, lease, or otherwise
dispose of any property of the district or any interest therein whenever it is no
longer required for the purposes of the district, or when its use may be permitted without interfering with its use by the district.”
B. Online Portal.
1. OC San has created an online portal (the “Online Portal”) where homeowners can submit an application to relinquish their easement. Upon such submission, OC San shall follow the policies and procedures outlined herein.
2. The Online Portal shall also include a search engine where users may
access recorded documents associated with their property address.
C. Correspondence.
The Online Portal shall allow for direct communication between OC San and users. Requests for relinquishment of excess land, in particular, an easement interest, by
or on behalf of the underlying or adjoining fee interest real property owner, may be
considered pursuant to the process outlined below and by submission of an offer to purchase the easement interest(s) through the Online Portal
1. Receipt of Request. Once an offer or request is received, it will be determined if the easement is excess to OC San’s needs and uses.
55880.00700\44134708.2
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2. OC San will evaluate real property interest requested to be relinquished to determine if the interest is no longer needed for OC San purposes and provide a recommendation on whether the request should be further
processed.
3. When a recommendation to further process the request has been made, OC San will:
a) Request applicable survey, valuation of interest, and any other pertinent actions to facilitate the transaction.
b) Commence negotiation and preparation of the agreement terms for transferring real property interest will occur.
c) Submit the Agreement for the purchase and sale of the real property interest to the General Manager where the payment for said relinquished easement does not exceed One Hundred Fifty Thousand Dollars
($150,000.00). Any Agreement for the purchase and sale of the real property interest where the payment for said relinquished easement exceeds One Hundred Fifty Thousand Dollars ($150,000.00) must be submitted to the Board for approval.
4. If the easement interest is determined to be excess and the request is
recommended for further processing, OC San will require the interested party to deposit a minimum of $[XX,XXX] for cost reimbursement to OC San to further process the sale and relinquishment of the easement.
5. Receipt of the Deposit (to cover costs incurred by OC San) is Required. The deposit must be received by OC San before further time or processing
is undertaken.
D. Excess Land Evaluation And Investigation.
Evaluation must be undertaken of the property interest, the reason for the disposition of the property interest, the reason the property interest is no longer needed for OC San’s use or purposes, the reason why the retained property
interest is adequate for the facility and use, under current standards, and any additional background information, to establish written finding to support the excess easement declaration. In addition, a evaluation will be considered if there any reservations or exceptions that need to be assumed by the buyer or relocations of property interests instead of relinquishment.
NOTE: A case-by-case consideration must be made on whether the California Surplus Land Act (the “Act”) applies to a particular situation. General rule is that disposition of surplus land, land owned in fee, by a local agency is subject to the Act unless a statutory exemption applies to the disposition. If a particular situation is determined to be subject to the Act and is eligible for an exemption under the
Act or other express statutory basis, then the procedure in Section F.1. below must
55880.00700\44134708.2
3
be followed.
E. Costs and Timeframes.
The requesting party/buyer of the easement is responsible for paying for all costs
associated with the purchase and sale, which includes staff costs, administrative
costs and professional services costs. Due diligence must be completed to accurately identify the property interest.
1. A survey may be required, at the buyer’s cost, to determine the exact size and dimensions of the easement. A legal description and plat map must be
provided to OC San.
Timeframe for survey work: 5-7 weeks
2. Other environmental or statutory reviews (i.e. CEQA and Surplus Lands Act) may be required and at the buyer’s cost and expense.
Timeframe: Varies, a minimum of 9 months.
F. Valuation and Timeframes.
As part of the due diligence, valuation of the interest must be established. Valuation of easement is established by conducting an appraisal based on state guidelines (or federal if applicable). An appraisal must be done on behalf of OC San, at the buyer’s costs and expense, by an OC San approved appraiser. The
inquiring party must pay for the appraisal report on OC San’s behalf and names
OC San as the client. This is to establish the purchase price amount for the interest(s) to be relinquished and conveyed. OC San will procure the appraiser pursuant to its standard procurement policies. OC San will provide to the selected appraiser information about the easement to be appraised and the rights to be
conveyed by OC San. Appraiser determines the fair market value of the easement
and provides the appraisal report to OC San for its review.
Timeframe: 7 weeks
G. Preparation and Processing of Documentation.
The documents for the excess declaration, purchase, sale and relinquishment of
the easement will be prepared if OC San determines that the easement interest
can be relinquished and after Buyer provides confirmation that it will purchase the easement interest.
1. IF IT HAS BEEN DETERMINED THAT THE SURPLUS LAND ACT IS APPLICABLE, then a declaration of exempt surplus land by Resolution shall
be made by OC San’s Board of Directors. A Declaration of Exempt Surplus
Land Resolution must be submitted to the California Department of Housing and Community Development (HCD) at least thirty (30) days before
55880.00700\44134708.2
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disposition when surplus land is deemed as exempt under the Surplus Land Act and supported with written findings. (i.e. under Section 54221(f)(1)(E), surplus land is exempt that is a former street, right of way or easement, and
is conveyed to an owner of the adjacent property). A draft of the resolution should be sent to HCD for a preview. HCD requires at least 30 days to complete the review.
2. A Purchase and Sale Agreement between OC San and the Buyer and conveyance documents will be prepared and finalized for execution, subject
to OC San Board approval.
Timeframe: minimum of 6 weeks for preparation of and finalizing the documents
3. Where the payment for said relinquished easement exceeds One Hundred Fifty Thousand Dollars ($150,000.00), a Resolution and Board Agenda
report regarding the approval of the Agreement are prepared and submitted to the Board. The approval process generally takes one action by OC San’s Board of Directors (“Board”); however, some situations may warrant taking at least two Board actions to complete the relinquishment process.
Timeframe: 8 weeks for approval of the documents
H. Closing Actions.
After the item is approved by the Board and the Agreement is fully executed, escrow is opened and closed for the purchase and sale of the easement within the timeframe provided in the Purchase and Sale Agreement.
55880.00700\43086351.1
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PURCHASE AND SALE AGREEMENT
This PURCHASE AND SALE AGREEMENT (“Agreement”) by and between the Orange County Sanitation District, a California special district, (“Seller”) and [Buyer’s Name and legal capacity] (“Buyer”), each of them a “Party” and jointly the “Parties”, is entered into as of the date the last
of the Parties executes this Agreement (“Effective Date”).
RECITALS
A. Seller owns and holds easement interest(s) in certain real property over [a] portion(s) of land identified with Assessor’s Parcel Number(s) (APN) [APN #s], located [describe area] in the County of Orange, State of California and said easement interests are more particularly described in the legal description in Exhibit “A” and depicted in Exhibit “B” (“Property”), attached hereto and by this reference incorporated herein.
B. Buyer is the fee owner of land identified with APN [numbers] (the “Land”) and requests relinquishment of the Seller’s easement interest consisting of approximately [numerical value] square feet of a portion of the Land, as described in Exhibit “A”.
C. Seller has determined that the Property is no longer necessary to be retained for its uses and purposes and is authorized to relinquish the easement and sell the Property to Buyer in accordance with Health & Safety Code Section 4743 and applicable policies and procedures.
AGREEMENT
NOW, THEREFORE, based upon the foregoing Recitals, which are incorporated herein by this reference, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer agree as follows:
1. PURCHASE AND SALE OF THE PROPERTY. Subject to all of the terms, conditions, and provisions of this Agreement, and for the consideration herein set forth, the Seller agrees to sell and convey to Buyer, and Buyer agrees to purchase from the Seller, the easement interests
referenced as the Property above in Recital A and as described and depicted in Exhibits “A” and “B” attached hereto.
2. PURCHASE PRICE AND COSTS.
2.1. Purchase Price. The purchase price payable by Buyer to Seller for the Property, including but not limited to all of Seller’s right, title, and interest to the Property, shall be [Write out purchase price amount] ($numerical amount) (“Purchase Price”) and shall be paid on or before the Closing. Within five (5) business days following the Effective Date, Seller and Buyer shall open an escrow in connection herewith (“Escrow”) at __________ Title (_______________ at ___-___-____ __________@__________[title].com) (“Escrow Holder”), and Buyer shall deposit $______ into Escrow (“Initial Deposit”); and, on or before the Closing, if this Agreement has not been earlier terminated, Buyer shall deposit into Escrow the balance
of the Purchase Price, less any credits due Buyer hereunder (the “Closing Amount”).
2.2. Administrative Costs and Fees. Buyer shall reimburse Seller for all costs and fees that Seller has incurred in processing the transaction that is the subject of this Agreement
(the “Administrative Fees”) before or by the Closing. The Administrative Fees shall include, but are not limited to, all costs associated with: (i) evaluating and assessing Buyer’s request for relinquishment of the Easement(s), and (ii) the preparation and processing of any documents in
connection with this Agreement, including staff time and professional services fees incurred by Seller, which is estimated to total [$numerical amount] and are subject to reconciliation at the Closing. Any deposits or amounts paid by Buyer outside of escrow and before the Effective
55880.00700\43086351.1
2
Date of this Agreement specifically for requesting the relinquishment of the easement interests will be deducted from any outstanding Administrative Fees due and payable to the Seller under
this Agreement at the Closing. The Seller acknowledges that the Buyer has submitted a deposit in the amount of [write out amount] ($numerical amount) before the Effective Date of this Agreement.
2.3. Escrow Costs and Fees. Buyer shall be responsible for the payment of all costs associated with Escrow and all such costs must be paid on or by the Closing.
3. CLOSING.
3.1. Closing Date. The Closing Date shall occur as soon as reasonably practicable, but in no event later than the date that is forty-five (45) calendar days following the Effective Date (“Closing Date”). The term “Closing” shall mean the consummation of the transactions contemplated by this Agreement including Seller’s conveyance of the Property to Buyer which may be effected through escrow by an escrow company selected by the Seller.
3.2. Deliveries by Seller. On or before 12:00 noon Pacific Time on the business day preceding the scheduled Closing Date, Seller shall deliver to the Escrow Holder: (i) the Quitclaim Deed substantially in the form attached hereto as Exhibit “C” (“Quitclaim Deed”), executed and acknowledged by Seller, and (ii) all other documents reasonably required pursuant to this Agreement or by the Escrow Holder to consummate this transaction.
3.3. Deliveries by Buyer. On or before 12:00 noon Pacific Time on the business day
preceding the scheduled Closing Date, Buyer shall deliver to the Escrow Holder: (i) the Purchase Price and funds sufficient to cover the Administrative Fees, (ii) funds sufficient to cover any other costs and prorations for which Buyer is responsible pursuant to this
Agreement, and (iii) all other documents reasonably required pursuant to this Agreement or by the Escrow Holder to consummate this transaction.
3.4. Closing, Recording and Disbursements. On the Closing Date, and provided all
of the Seller Conditions to Closing and Buyer Conditions to Closing set forth in Sections 3.8.1 and 3.8.2 of this Agreement have been satisfied or waived in writing by the appropriate party, Escrow Holder shall take the following actions:
3.4.1. Recording. Cause the Quitclaim Deed to be recorded with the Recorder’s Office in the Official Records of the County of Orange, State of California after confirmation of receipt of funds required to be deposited by Buyer under this Agreement has occurred.
3.4.2. Delivery of Documents and Funds. Tender the Purchase Price to Seller at and on the Closing Date, together with any documents due to the Seller on the Closing Date. Provide copies of the closing statements and documents to the respective parties at Closing.
3.5. Taxes. In the event that there are any taxes, including but not limited to, any documentary transfer taxes, due as a result of this purchase and sale, Buyer shall be responsible for paying any and all such taxes assessed and due.
3.6. Payment of Costs. Any recording fees for the documents to be recorded under this Agreement shall be paid by the Buyer. All other costs and expenses not specifically allocated in this Agreement shall be paid by the Buyer.
3.7. Tax Exempt Agency. All parties hereto acknowledge that the Seller is a public entity and exempt from payment of any real property taxes. There will be no proration of taxes through Escrow. Buyer will be responsible for payment of any real property taxes due prior to the Close of Escrow. In the event any real property taxes are due and unpaid at the Close of
55880.00700\43086351.1
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Escrow, Escrow Holder is hereby authorized and instructed to pay such taxes from funds deposited by Buyer at the Close of Escrow. Buyer understands and acknowledges that the
Orange County Tax Collector will not accept partial payment of any installment of the real property taxes due at the Close of Escrow.
3.8. Closing Conditions.
3.8.1. Conditions to Seller Obligations. In addition to any other condition set forth in this Agreement in favor of Seller, Seller shall have the right to condition its obligation to convey the Property to Buyer and close the Escrow upon the satisfaction, or written waiver by Seller, of each of the following conditions precedent on the Closing Date or such earlier time as provided for herein (collectively, the “Seller Conditions to Closing”):
3.8.1.1. Delivery of Document and Funds. Buyer shall have timely executed and submitted all closing documents required to be submitted by Buyer in order to accomplish this transaction. Buyer shall have submitted the Purchase Price and funds sufficient for escrow costs and fees and the Administrative Fees for which Buyer is responsible to pay and all other sums required of Buyer by this Agreement.
3.8.1.2. Representations and Warranties. All representations and warranties made by Buyer in this Agreement are true and correct in all material respects as of the Closing as though made at that time.
3.8.1.3. No Default under the Agreement. Buyer shall not be in
material default of any of its obligations under this Agreement (and shall not have received notice of a default hereunder which has not been cured) and no event shall have occurred that would constitute a default with the giving of notice or the passage of time.
3.8.2. Conditions to Buyer’s Obligations. In addition to any other condition set forth in this Agreement in favor of Buyer, Buyer shall have the right to condition its obligation to purchase the Property upon the satisfaction, or written waiver by Buyer, of each of the
following conditions precedent on the Closing Date or such earlier time as provided for herein (collectively, the “Buyer Conditions to Closing”):
3.8.2.1. Delivery of Documents. Seller shall have executed and deposited the Quitclaim Deed with the Escrow Holder.
3.8.2.2. Representations and Warranties. All representations and warranties made by Seller in this Agreement are true and correct in all material respects as the Closing as though made at that time.
3.8.2.3. No Default under Agreement. Seller shall not be in material default of any of its obligations under this Agreement (and shall not have received notice of a default hereunder which has not been cured).
3.8.3. Satisfaction of Conditions. Where satisfaction of any of the foregoing conditions requires action by Buyer or Seller, each party shall use its diligent efforts, in good faith, to satisfy such condition.
3.8.4. Waiver. Each party may at any time or times, waive any of their
respective Conditions to Closing in this Section 3.8, as set forth above, to their respective obligations hereunder, but any such waiver shall be effective only if contained in writing, signed, and delivered to the other party.
3.8.5. Termination of Agreement. In the event each of the Conditions to Closing in Section 3.8, as set forth above, is not fulfilled on the Closing Date or such earlier time period as provided for herein or waived, any party hereto may at its option terminate this Agreement,
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provided that party is not in default of this Agreement. No termination under this Agreement shall release any party then in default from liability for such default. In the event this Agreement is
terminated, all documents and funds delivered shall be returned immediately to the respective parties.
4. REPRESENTATIONS AND WARRANTIES.
4.1. Seller Representations and Warranties. Seller hereby makes the following representations and warranties to Buyer, each of which is material and relied upon by Buyer in making its determination to enter into this Agreement and each of which is re-made as of the Closing Date and shall survive the Closing Date:
4.1.1. Seller has the full right, power and lawful authority to relinquish and sell the Property and undertake all obligations as provided herein. The execution, performance and delivery of this Agreement by Seller has been fully authorized by all requisite actions on the part of Seller.
4.1.2. There are no pending actions, suits, writs, injunctions, decrees, legal proceedings or governmental investigations against the Property.
4.1.3. Seller has not received any notices and has no knowledge of any violation of any laws, ordinances, rules, regulations, or requirements of any governmental agency, body or subdivision affecting or relating to the Property.
4.2. Buyer’s Representations and Warranties. Buyer hereby makes the following
representations and warranties to Seller, each of which is material and relied upon by Seller in making its determination to enter into this Agreement and each of which is re-made as of the Closing Date and shall survive the Closing Date:
4.2.1. Buyer has the full right, power, and lawful authority to purchase and accept the Property and undertake all obligations as provided herein. The execution, performance, and delivery of this Agreement by Buyer has been fully authorized by all requisite
actions on the part of Buyer.
4.2.2. Buyer’s execution, delivery, and performance of its obligations under this Agreement does not constitute a default or a breach under any contract, agreement, or order to which Buyer is a party or by which it is bound.
4.2.3. This Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms.
5. CONTINUATION AND SURVIVAL. All representations, warranties and covenants by the respective parties contained herein are intended to and shall be deemed made as of the date of this Agreement and again at the Closing, shall be deemed to be material, and unless expressly provided to the contrary shall survive the execution and delivery of this Agreement, the Deed and the Closing.
6. DEFAULT.
6.1. Rights and Remedies are Cumulative. Except as otherwise expressly provided in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by either
party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.
6.2. Inaction Not a Waiver of Default. Any failures or delays by either party in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies, or deprive either such party of its right to institute and
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5
maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies.
7. LIQUIDATED DAMAGES. IF THE SALE OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER, THE DEPOSIT SHALL BE RETAINED BY SELLER AS LIQUIDATED
DAMAGES. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT OF A DEFAULT BY Buyer, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE EARNEST MONEY HAVE BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST Buyer, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER. FURTHERMORE, THE PAYMENT AND RETENTION OF SUCH DEPOSIT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 AND 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO Seller PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677.
INITIALS: Seller __________ Buyer __________
8. NOTICES. Any notice, requests, demands, consent or approval required or permitted,
and other communications to be given under this Agreement shall be in writing and shall be deemed to have been given upon (i) hand delivery, (ii) one (1) business day after being deposited with a reliable overnight courier service for next day delivery, (iii) two (2) business
days after being deposited in the United States mail, registered or certified mail, postage prepaid, return receipt requested. A courtesy copy of any notices delivered in accordance with this subsection shall be concurrently sent via email as identified below, provided that such courtesy
email is not intended or shall it be deemed to substitute as the effective means of notice delivery or alter the effective date of such notice. Notices shall be addressed to the respective parties as set forth below or to such other address and to such other persons as the parties may hereafter designate by written notice to the other party hereto:
To SELLER: Orange County Sanitation District Attn: [mailing address] [email address]
With a Copy to: Best, Best & Krieger, LLP
Attn: [mailing address] [email address]
To BUYER: [Buyer NAME] Attn:
[mailing address] [email address]
With a Copy to: [Legal Counsel Firm]
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6
Attn: [mailing address]
[email address]
By giving to the other parties written notice as provided above, the parties to this Agreement
shall have the right from time to time, and at any time during the term of this Agreement, to change their respective notice addresses.
9. Attorneys’ Fees. If any legal action is instituted to enforce or declare any party’s rights hereunder, the prevailing party is entitled to recover its costs and attorneys’ fees.
10. Successors and Assigns; Assignment. This Agreement shall bind and inure to the benefit of Seller and Buyer and their respective successors and permitted assigns. Buyer
shall not assign this Agreement, nor any part hereof, without the prior written consent of the Seller.
11. Entire Agreement, Waivers, and Amendments. This Agreement incorporates all of the terms and conditions mentioned herein, or incidental hereto, and supersedes all negotiations and previous agreements between the parties with respect to all or part of the subject matter hereof. All waivers of the provisions of this Agreement must be in writing and signed by the
appropriate authorities of the party to be charged. Any amendment or modification to this Agreement must be in writing and executed by Seller and Buyer.
12. Time of Essence. The parties acknowledge that time is of the essence in this Agreement.
13. Computation of Time. In the event that the day on which a party is required to take any action under the terms of this Agreement is a holiday, Saturday or Sunday, such action shall be taken on the next succeeding business day. The term “holiday” shall mean all holidays as recognized by the Seller.
14. Interpretation and Construction. The parties agree that each party has reviewed this
Agreement and that each has had the opportunity to have their legal counsel review and revise this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement or any amendments or Exhibits thereto. This Agreement shall be construed according to its fair
meaning and as if prepared by both parties hereto. The captions of the sections and subsections of this Agreement are for convenience and reference only, and the words contained therein shall in no way be held to explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions of this Agreement.
15. Governing Law; Venue. This Agreement shall be construed in accordance with the laws of the State of California. The existence, validity, construction, operation and effect of
this Agreement and all of its terms and provisions shall be determined in accordance with the laws of the State of California. Any action at law or in equity brought by either of the Parties hereto for the purpose of enforcing a right or rights provided for by this Agreement shall be tried in a court of competent jurisdiction in the County of Orange, State of California, and the
Parties hereby waive all provisions of law providing for a change of venue in such proceedings to any other county.
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16. Severability. If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of this
Agreement shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform taking into consideration the purposes of this Agreement.
17. Real Estate Brokerage Commission. Each Party represents and warrants that neither Party has retained any brokers or finders to represent its interest in connection with this transaction. Each Party agrees to indemnify and hold the other harmless from and against all liabilities, costs, damages, and expenses, including, without limitation, reasonable attorneys’
fees, resulting from any claims or fees or commissions, based upon agreements by it, if any, to pay any additional broker’s commission and/or finder’s fee.
18. Execution in Counterpart; Electronic Signatures. This Agreement may be executed in several counterparts, and all so executed shall constitute one agreement binding on both parties hereto, notwithstanding that both parties are not signatories to the original or the same counterpart. If authorized by law, the parties shall be entitled to manually sign and transmit this
Agreement by electronic means (whether by PDF, or other email transmission) and are entitled to electronically sign and transmit this Agreement via DocuSign, AdobeSign, or other similar digital signature software, which signature shall be binding on the party whose name is contained therein. Each party providing an electronic signature agrees to promptly execute
and deliver to the other party an original signed Agreement upon request.
19. Exhibits. Exhibits “A”, “B” and “C” are attached to this Agreement and are incorporated
herein by this reference and made a part hereof.
20. No Withholding as Foreign Seller. Seller represents and warrants to Buyer that Seller is not, and as of the Closing Date will not be, a foreign person within the meaning of Internal Revenue Code section 1445 and that it will deliver to Buyer on or before the Closing Date a non-foreign affidavit on standard form pursuant to Internal Revenue Code section 1445(b)(2)
and the Regulations promulgated thereunder and a California Form 590-RE.
21. BOARD OF DIRECTORS APPROVAL. This Agreement is subject to and shall have no
force or effect until and unless approved by Board of Supervisors for Seller.
(Signature provisions on the following pages)
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S-1
SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT
IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives
to execute this Agreement to be effective as of the last date set forth below next to their respective signatures. SELLER: Orange County Sanitation District, a California special district By: _________________________________________________ Date Board Chairman
By: _________________________________________________
Kelly A. Lore Date Clerk of the Board
APPROVED AS TO FORM: Best, Best & Krieger, LLP Scott Smith, General Counsel
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S-2
SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT
BUYER: [NAME OF BUYER AND CAPACITY] Date: __________________ By: Name: Title: Date: __________________ By: Name:
Title:
55880.00700\43086351.1
EXHIBIT “A”
LEGAL DESCRIPTION OF PROPERTY
55880.00700\43086351.1
EXHIBIT “B”
DEPICTION/PLAT OF PROPERTY
55880.00700\43086351.1
EXHIBIT “C”
QUITCLAIM DEED
(FORM ATTACHED BEHIND)
55880.00700\43086351.1
The undersigned Grantor(s) Declare(s):
DOCUMENTARY TRANSFER TAX $_______ [ ] computed on the consideration or full value of property conveyed, OR [ ] computed on the consideration or full value less liens and encumbrances remaining at the time of sale. [ ] Unincorporated Area ___________________ [ ] City of ______________________________
RECORDING REQUEST BY:
[Name of requesting party]
AND WHEN RECORDED RETURN TO:
[Requesting Party’s Name and Address]
TRA: _________________ SPACE ABOVE THIS LINE FOR RECORDER’S USE ONLY
APN(S): _____________________
QUITCLAIM DEED
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and adequacy of which are hereby acknowledged, ORANGE COUNTY SANITATION DISTRICT, a California special district, (“Grantor”) does hereby remise, release, relinquish and forever quitclaim to [Grantee's name, including capacity, if appropriate] (“Grantee”) all right, title,
interest Grantor has in the real property, and upon the same tenure as the [OR respective] interest(s) appear of record, [a portion of that easement OR that easement] as described in [that OR those] certain document(s) recorded on [Recorded date(s) ___________], [as Instrument No(s). ________ OR in Book ______, Page _________, in the Official Records of Orange County, in the State of California, that [portion OR easement interest] being more particularly
described as follows:
See Exhibit A, Legal Description and Exhibit B, Plat Map, attached hereto and by this reference incorporated herein.
DATED: _____________________ GRANTOR:
ORANGE COUNTY SANITATION DISTRICT, a California special district
By:
Name:
Title:
[Attach Notary Acknowledgment]
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EXHIBIT A
EASEMENT QUITCLAIM
LEGAL DESCRIPTION
(Attached behind)
55880.00700\43086351.1
EXHIBIT B
EASEMENT QUITCLAIM
PLAT MAP
(Attached behind)
ADMINISTRATION COMMITTEE
Agenda Report
Headquarters
18480 Bandilier Circle
Fountain Valley, CA 92708
(714) 593-7433
File #:2025-4481 Agenda Date:9/10/2025 Agenda Item No:10.
FROM:Robert Thompson, General Manager
Originator: Lan C. Wiborg, Director of Environmental Services
SUBJECT:
ORANGE COUNTY SANITATION DISTRICT ENVIRONMENTAL SERVICES DEPARTMENT
UPDATE
GENERAL MANAGER'S RECOMMENDATION
RECOMMENDATION:
Information Item.
BACKGROUND
Each month, staff provides an informational presentation on a topic of interest to the Board of
Directors. This month’s topic:Orange County Sanitation District Environmental Services
Department - Resource Protection, Environmental Laboratory and Ocean Monitoring, and
Environmental Compliance: Protecting Public Health and the Environment
The work of the Environmental Services Department is predominantly focused on safeguarding
public health and the environment. The Department’s core responsibilities are complex and diverse.
This presentation will highlight who we are, what we do, and our ongoing strategic and collaborative
projects and studies.
RELEVANT STANDARDS
·Maintain and adhere to: Biosolids master plan, Strategic plan
·Protect public safety
·Maintain collaborative and cooperative relationships with regulators, stakeholders, and
neighboring communities
·Listen to and seriously consider community input on environmental concerns
·Operate and maintain facilities to minimize impacts on surrounding communities including
odor, noise, and lighting
ATTACHMENT
The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda
package:
·Presentation
Orange County Sanitation District Printed on 9/3/2025Page 1 of 1
powered by Legistar™
9/3/2025
1
Administration Committee
September 10, 2025
Environmental Services Department
Lan Wiborg
Environmental Services Director
“To protect public health and the environment by providing effective wastewater collection, treatment, and recycling.”
Our
Mission
2
1
2
9/3/2025
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Environmental
Services
Department
Environmental Compliance and Ocean Monitoring
Resource Protection (Source Control)
Environmental Laboratory
Administration and Regulatory Oversight
3
Tom Meregillano
Environmental Protection
Manager
Sam Choi
Environmental Protection
Manager
Mark Kawamoto
Environmental Protection Manager
Lan Wiborg
Department Head
4
3
4
9/3/2025
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5
“Pursuant to the Clean
Water Act, any violation of any requirement imposed in OC San’s local pretreatment program is
a violation of federal law”
US Department of JusticeCentral District of California
News Release on Jan 13, 2023
Source Control
6
Progressive
Enforcement
Judicial Remedy
Judicial Referral (OCDA)
Permit Revocation
Administrative Complaint and Civil Penalties
Permit Suspension
Probation Orders
Enforcement Compliance Schedule Agreement
Order to Cease
Notice of Violation
Courtesy Reminders
5
6
9/3/2025
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Wastehauler Station
7
Acceptable Wastestreams
• Brine water
• Cesspool
• Chemical toilet
• Grease trap wastewater
• Septic tank wastewater
FY 2023/2024 -49 Permitted Wastehaulers
Industrial Wastewater
8
7
8
9/3/2025
5
Industrial Inspections
9
10
Sewershed Sampling
9
10
9/3/2025
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11
Dry Weather Urban Runoff Diversion
Interagency Emergency Response
12
2022 Interagency Coordinated Response to Omni Metal Finishing Inc.
11
12
9/3/2025
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13
Heavy Metals in Final Effluent
MGDlb/d
(Cd, Cr, Cu, Pb, Ni, Ag, Zn)
Year
Celebrating Success
Pretreatment Honor Roll
14
13
14
9/3/2025
8
15
Environmental Compliance
Regulatory Focus
•Air quality
•Biosolids
•Stormwater
•Ocean discharge
Air Quality Compliance
16
15
16
9/3/2025
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17
Air Quality Testing
Allocations Based on:
530 Tons per day148 Trucks per week
Fail-safe Back-up
Landfill and Lime stabilization
Tule Ranch – AgTech
CA NV AR
Kern County
Los Angeles County
San Diego
County Yuma County
OC SAN
La Paz County
Fail-safe Back upCompostSynagro – AZ Soils
41.9% (Feed and Seed Crops)
Tule Ranch – AgTech
222 tons/day, 62 trucks/week
10.2% Compost
Synagro – Liberty Compost
54 tons/day, 15 trucks/week
19.6% CompostSynagro – South Kern104 tons/day, 29 trucks/week
3.4% Compost
IERCA – Inland Empire
18 tons/day, 5 trucks/week
0% (Pellets and Biochar)Anaergia – Rialto Bioenergy Facility0 tons/day, 0 trucks/week
Fail-safe Back-up
Landfill
OCWR – Prima Deshecha
24.9% CompostSynagro – Nursery Empire132 tons/day, 37 trucks/week
Biosolids
Management
of OC San’s biosolids are
beneficially used.
100%
18
17
18
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Biosolids Management
19
20
Stormwater Audits
19
20
9/3/2025
11
Ocean Monitoring
21
22
Environmental Laboratory
21
22
9/3/2025
12
Daily Treatment Process Control
23
24
Special Project: Outfall Rehabilitation
23
24
9/3/2025
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25
Contaminant Source Investigation
Compounds of Emerging Concern
Credit: Military Times
Credit: SEAKCC
26
25
26
9/3/2025
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27
Regulatory Compliance Tracking
Status OK
Status Warning
Status Warning
Questions?
28
27
28
ORANGE COUNTY SANITATION DISTRICT
COMMON ACRONYMS
ACWA Association of California
Water Agencies LOS Level Of Service RFP Request For Proposal
APWA American Public Works
Association MGD Million Gallons Per Day RWQCB Regional Water Quality
Control Board
AQMD Air Quality Management
District MOU Memorandum of
Understanding SARFPA Santa Ana River Flood
Protection Agency
ASCE American Society of Civil Engineers NACWA National Association of Clean Water Agencies SARI Santa Ana River Interceptor
BOD Biochemical Oxygen Demand NEPA National Environmental Policy
Act SARWQCB Santa Ana Regional Water
Quality Control Board
CARB California Air Resources
Board NGOs Non-Governmental
Organizations SAWPA Santa Ana Watershed
Project Authority
CASA California Association of
Sanitation Agencies NPDES National Pollutant Discharge
Elimination System SCADA Supervisory Control And
Data Acquisition
CCTV Closed Circuit Television NWRI National Water Research
Institute SCAP
Southern California
Alliance of Publicly Owned Treatment Works
CEQA California Environmental
Quality Act O & M Operations & Maintenance SCAQMD South Coast Air Quality
Management District
CIP Capital Improvement
Program OCCOG Orange County Council of
Governments SOCWA South Orange County
Wastewater Authority
CRWQCB California Regional Water
Quality Control Board OCHCA Orange County Health Care
Agency SRF Clean Water State
Revolving Fund
CWA Clean Water Act OCSD Orange County Sanitation District SSMP Sewer System Management Plan
CWEA California Water Environment Association OCWD Orange County Water District SSO Sanitary Sewer Overflow
EIR Environmental Impact Report OOBS Ocean Outfall Booster Station SWRCB State Water Resources
Control Board
EMT Executive Management Team OSHA Occupational Safety and
Health Administration TDS Total Dissolved Solids
EPA US Environmental Protection Agency PCSA
Professional
Consultant/Construction
Services Agreement
TMDL Total Maximum Daily Load
FOG Fats, Oils, and Grease PDSA Professional Design Services
Agreement TSS Total Suspended Solids
gpd gallons per day PFAS
Per- and Polyfluoroalkyl
Substances WDR Waste Discharge
Requirements
GWRS Groundwater Replenishment
System PFOA Perfluorooctanoic Acid WEF Water Environment
Federation
ICS Incident Command System PFOS Perfluorooctanesulfonic Acid WERF Water Environment & Reuse Foundation
IERP Integrated Emergency
Response Plan POTW Publicly Owned Treatment
Works WIFIA Water Infrastructure
Finance and Innovation Act
JPA Joint Powers Authority ppm parts per million WIIN Water Infrastructure Improvements for the
Nation Act
LAFCO Local Agency Formation
Commission PSA Professional Services
Agreement WRDA Water Resources
Development Act
ORANGE COUNTY SANITATION DISTRICT
GLOSSARY OF TERMS
ACTIVATED SLUDGE PROCESS – A secondary biological wastewater treatment process where bacteria reproduce at a high rate with the introduction of excess air or oxygen and consume dissolved nutrients in the wastewater.
BENTHOS – The community of organisms, such as sea stars, worms, and shrimp, which live on, in, or near the seabed, also known as the benthic zone.
BIOCHEMICAL OXYGEN DEMAND (BOD) – The amount of oxygen used when organic matter undergoes decomposition by microorganisms. Testing for BOD is done to assess the amount of organic matter in water.
BIOGAS – A gas that is produced by the action of anaerobic bacteria on organic waste matter in a digester tank that can be used
as a fuel.
BIOSOLIDS – Biosolids are nutrient rich organic and highly treated solid materials produced by the wastewater treatment process. This high-quality product can be recycled as a soil amendment on farmland or further processed as an earth-like product for
commercial and home gardens to improve and maintain fertile soil and stimulate plant growth.
CAPITAL IMPROVEMENT PROGRAM (CIP) – Projects for repair, rehabilitation, and replacement of assets. Also includes treatment improvements, additional capacity, and projects for the support facilities.
COLIFORM BACTERIA – A group of bacteria found in the intestines of humans and other animals, but also occasionally found elsewhere, used as indicators of sewage pollution. E. coli are the most common bacteria in wastewater.
COLLECTIONS SYSTEM – In wastewater, it is the system of typically underground pipes that receive and convey sanitary wastewater or storm water.
CERTIFICATE OF PARTICIPATION (COP) – A type of financing where an investor purchases a share of the lease revenues of a program rather than the bond being secured by those revenues.
CONTAMINANTS OF POTENTIAL CONCERN (CPC) – Pharmaceuticals, hormones, and other organic wastewater contaminants.
DILUTION TO THRESHOLD (D/T) – The dilution at which the majority of people detect the odor becomes the D/T for that air sample.
GREENHOUSE GASES (GHG) – In the order of relative abundance water vapor, carbon dioxide, methane, nitrous oxide, and ozone gases that are considered the cause of global warming (“greenhouse effect”).
GROUNDWATER REPLENISHMENT SYSTEM (GWRS) – A joint water reclamation project that proactively responds to Southern California’s current and future water needs. This joint project between the Orange County Water District and OCSD provides 70
million gallons per day of drinking quality water to replenish the local groundwater supply.
LEVEL OF SERVICE (LOS) – Goals to support environmental and public expectations for performance.
N-NITROSODIMETHYLAMINE (NDMA) – A N-nitrosamine suspected cancer-causing agent. It has been found in the GWRS
process and is eliminated using hydrogen peroxide with extra ultra-violet treatment.
NATIONAL BIOSOLIDS PARTNERSHIP (NBP) – An alliance of the NACWA and WEF, with advisory support from the EPA. NBP is committed to developing and advancing environmentally sound and sustainable biosolids management practices that go beyond regulatory compliance and promote public participation to enhance the credibility of local agency biosolids programs and improved communications that lead to public acceptance.
PER- AND POLYFLUOROALKYL SUBSTANCES (PFAS) – A large group (over 6,000) of human-made compounds that are resistant to heat, water, and oil and used for a variety of applications including firefighting foam, stain and water-resistant clothing, cosmetics, and food packaging. Two PFAS compounds, perfluorooctanesulfonic acid (PFOS) and perfluorooctanoic acid (PFOA) have been the focus of increasing regulatory scrutiny in drinking water and may result in adverse health effects including developmental effects to fetuses during pregnancy, cancer, liver damage, immunosuppression, thyroid effects, and other effects.
PERFLUOROOCTANOIC ACID (PFOA) – An ingredient for several industrial applications including carpeting, upholstery, apparel, floor wax, textiles, sealants, food packaging, and cookware (Teflon).
PERFLUOROOCTANESULFONIC ACID (PFOS) – A key ingredient in Scotchgard, a fabric protector made by 3M, and used in numerous stain repellents.
PLUME – A visible or measurable concentration of discharge from a stationary source or fixed facility.
PUBLICLY OWNED TREATMENT WORKS (POTW) – A municipal wastewater treatment plant.
SANTA ANA RIVER INTERCEPTOR (SARI) LINE – A regional brine line designed to convey 30 million gallons per day of non-reclaimable wastewater from the upper Santa Ana River basin to the ocean for disposal, after treatment.
SANITARY SEWER – Separate sewer systems specifically for the carrying of domestic and industrial wastewater.
SOUTH COAST AIR QUALITY MANAGEMENT DISTRICT (SCAQMD) – Regional regulatory agency that develops plans and
regulations designed to achieve public health standards by reducing emissions from business and industry.
SECONDARY TREATMENT – Biological wastewater treatment, particularly the activated sludge process, where bacteria and other microorganisms consume dissolved nutrients in wastewater.
SLUDGE – Untreated solid material created by the treatment of wastewater.
TOTAL SUSPENDED SOLIDS (TSS) – The amount of solids floating and in suspension in wastewater.
ORANGE COUNTY SANITATION DISTRICT
GLOSSARY OF TERMS
TRICKLING FILTER – A biological secondary treatment process in which bacteria and other microorganisms, growing as slime on the surface of rocks or plastic media, consume nutrients in wastewater as it trickles over them.
URBAN RUNOFF – Water from city streets and domestic properties that carry pollutants into the storm drains, rivers, lakes, and oceans.
WASTEWATER – Any water that enters the sanitary sewer.
WATERSHED – A land area from which water drains to a particular water body. OCSD’s service area is in the Santa Ana River Watershed.