HomeMy WebLinkAbout2017-01-09 - Board of Directors Meeting Minutes 2017-001
MINUTES OF THE
YORBA LINDA WATER DISTRICT
BOARD OF DIRECTORS WORKSHOP MEETING
Monday, January 9, 2017, 4:00 p.m.
1717 E Miraloma Ave, Placentia CA 92870
1. CALL TO ORDER
The January 9, 2017 Workshop Meeting of the Yorba Linda Water District Board
of Directors was called to order by President Miller at 4:03 p.m. The meeting
was held in the Board Room at the District's Administration Building located at
1717 East Miraloma Avenue in Placentia, California 92870.
2. PLEDGE OF ALLEGIANCE
President Miller led the pledge.
3. ROLL CALL
DIRECTORS PRESENT STAFF PRESENT
J. Wayne Miller, President Marc Marcantonio, General Manager
Al Nederhood, Vice President Steve Conklin, Engineering Manager
Andrew J. Hall, Director John DeCriscio, Operations Manager
Phil Hawkins, Director Gina Knight, HR/Risk and Safety Manager
Brooke Jones, Director Delia Lugo, Finance Manager
Art Vega, Information Technology Manager
Annie Alexander, Executive Secretary
Kelly McCann, Senior Accountant
ALSO PRESENT
Andrew Gagen, Partner, Kidman Law LLP
Robert Porr, Senior Vice President, Fieldman Rolapp & Associates
Lora Carpenter, Senior Associate, Fieldman Rollapp & Associates
Kurt Yeager, Attorney, Stradling Yocca Carlson & Rauth
Cyrus Torabi, Attorney, Stradling Yocca Carlson & Rauth
Jonathan Nash, Citigroup
4. PUBLIC COMMENTS
None.
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5. DISCUSSION ITEMS
5.1. Status of Refunding Revenue Bonds, Series 2017A
Mrs. Lugo introduced the visitors present and summarized the advance
refunding process to date. Mr. Porr provided an overview of the credit
rating process, bond insurance, levels of credit ratings and associated
criteria. Mr. Porr and Mrs. Lugo then responded to questions from the
Board regarding the District's ratings, the rate review currently in progress,
the impact of recent litigation and the election, and interest rates. Mrs.
Lugo also noted that there was an item on the next agenda for the Board
to consider proceeding with the issuance of these bonds, deferring action
until a later date, or cancelling them all together. Mr. Porr then reviewed
the District's cash flow, the overall credit review process, and various
aspects of YLWD's customer base, revenues, and expenses. He and
Mrs. Lugo responded to questions related to the rating process and
probability of the District maintaining its current ratings. Mr. Porr provided
an overview of the District's 2008 Certificates of Participation (COP),
interest rates related to the refunding opportunity, projected annual
savings, and market conditions. Mr. Porr then responded to questions
regarding the term of the 2008 COPs, term of the new issuance, pricing,
publicizing the bond offering, and conflicts of interest.
Mr. Ben Parker, resident, commented on potential benefits associated with
shortening the maturity of the new bonds. Mr. Porr responded.
Mrs. Lugo explained that Director Hawkins had previously participated in
the municipal market disclosure training and would be excused from the
remainder of the meeting. Mr. Marcantonio excused members of the
management team who also previously participated in the same training.
President Miller declared a recess at 5:24 p.m. and Director Hawkins left the meeting at
this time.
The meeting was reconvened at 5:36 p.m.
5.2. Municipal Market Disclosure Training
Mr. Yeager introduced himself and Mr. Torabi and provided an overview of
their firm's role and responsibilities. He briefly commented on the recent
election in relation to the bond issuance process. Mr. Yeager then
explained and responded to questions regarding the necessity of
disclosure, the Securities Acts of 1933 and 1934, Rule 10b-5, the
"materiality" standard, and levels of culpability. He also covered what
should be disclosed in an Official Statement, the application of disclosure,
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content of annual reports, investor communications, speeches and
presentations, and disclosure principles. Mr. Yeager then reviewed timing
considerations for bond sales and the process of preparing Official
Statements. Mr. Torabi then provided an overview of disclosure
considerations and prior enforcement actions for violations or improper
disclosure. Messrs. Yeager and Torabi and staff then responded to
questions from the Board regarding disclosure in relation to political
change, staffing, standard procedures, and the conservation mandate.
President Miller requested that the Board be provided with a disclosure
checklist.
Mrs. Cristy Parker, resident, commented on her professional background
and asked for clarification regarding the Official Statement and annual
disclosure. Messrs. Yeager and Torabi responded.
6. ADJOURNMENT
6.1. The meeting was adjourned at 7:04 p.m. The next Regular Board of
Directors Meeting will be held Thursday, January 12, 2017 at 8:30 a.m.
Annie Alexander
Assistant Board Secretary
Minutes of the YLWD Board of Directors Workshop Meeting Held January 9, 2017 at 4:00 p.m. 3