HomeMy WebLinkAbout2016-10-17 - Board of Directors Meeting Minutes 2016-196
MINUTES OF THE
YORBA LINDA WATER DISTRICT
BOARD OF DIRECTORS SPECIAL MEETING
Monday, October 17, 2016, 9:00 a.m.
1717 E Miraloma Ave, Placentia CA 92870
1. CALL TO ORDER
The October 17, 2016 Yorba Linda Water District Board of Directors Special
Meeting was called to order by President Collett at 9:00 a.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
Vice President Beverage led the pledge.
ROLL CALL
DIRECTORS PRESENT STAFF PRESENT
Ric Collett, President Marc Marcantonio, General Manager
Michael J. Beverage, Vice President Steve Conklin, Engineering Manager
Phil Hawkins John DeCriscio, Operations Manager
Robert R. Kiley Gina Knight, Human Resources/Risk Manager
Gary T. Melton Delia Lugo, Finance Manager
Damon Micalizzi, Public Information Manager
Art Vega, Information Technology Manager
Annie Alexander, Executive Secretary
Cindy Botts, Water Cons Supvr/Mgmt Analyst
Kelly McCann, Senior Accountant
OTHER ATTENDEES
Andrew Gagen, Partner, Kidman Law LLP
Robert Porr, Senior Vice President, Fieldman Rolapp & Associates
Cyrus Torabi, Attorney, Stradling Yocca Carlson & Rauth
President Collett announced that Item No. 5.2. would be discussed prior to 5.1 .
4. PUBLIC COMMENTS
None.
Minutes of the YLWD Board of Directors Special Meeting Held October 17, 2016 at 9:00 a.m. 1
2016-197
5. DISCUSSION ITEMS
5.2. Draft Debt Management Policy
Mrs. Lugo briefly explained the purpose of the policy and introduced Mr.
Porr. Mrs. Lugo and Mr. Porr then responded to questions from the Board
regarding loans, the differences between an AA+ and AAA bond rating,
the financial impact of being assigned a lower rating, and the impact of the
District's bond debt ratio and reserves on bond ratings. Director Hawkins
expressed an interest in obtaining long-term financing to cover the costs of
future Capital Improvement Projects. The Board and staff then discussed
this suggestion, the process for moving forward if desired, and the impact
on the bond refunding currently in progress and the water/sewer rate
structure. Mrs. Lugo indicated that the final draft of this policy would be
presented to the Board for consideration at the next regular meeting.
Mr. Porr left the meeting at this time.
5.1. Municipal Market Disclosure Training
Mr. Torabi began his presentation and explained 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,
content of annual reports, investor communications, speeches and
presentations and disclosure principles. Mr. Torabi then reviewed timing
considerations for bond sales, the process of preparing Official
Statements, disclosure considerations, and prior enforcement actions for
violations or improper disclosure. Mr. Torabi concluded his presentation
by summarizing the key topics and responded to related questions from
the Board.
President Collett thanked Mr. Torabi for his presentation.
Mrs. Lugo noted that staff and legal counsel had been working on
updating the Preliminary Official Statement for refunding of the 2008
Certificates of Participation. This document will be distributed to the Board
and key staff for review.
6. CLOSED SESSION
The meeting was adjourned to Closed Session at 10:38 a.m. All Directors in
attendance were present.
Minutes of the YLWD Board of Directors Special Meeting Held October 17, 2016 at 9:00 a.m. 2
2016-198
6.1. Public Employee Performance Evaluation
Pursuant to Section 45957 of the California Government Code
Title: General Manager
The Board reconvened in Open Session at 11:36 a.m. No action was taken
during Closed Session that was required to be reported under the Brown Act.
7. ADJOURNMENT
7.1. The meeting was adjourned at 11:37 a.m. The next Regular Board of
Directors Meeting will be held Thursday, October 27, 2016 at 8:30 a.m.
Annie Alexander
Assistant Board Secretary
Minutes of the YLWD Board of Directors Special Meeting Held October 17, 2016 at 9:00 a.m. 3