Zone 7 Meeting - August 16, 2023
MINUTES OF THE BOARD OF DIRECTORS
ALAMEDA COUNTY FLOOD CONTROL AND WATER CONSERVATION DISTRICT
August 16, 2023
The following were present:
Directors: Dawn Benson
Directors Absent: Angela Ramirez Holmes
Staff: Valerie Pryor, General Manager
Osborn Solitei, Treasurer/Assistant General Manager - Finance
Jarnail Chahal, Acting Assistant General Manager - Engineering/Operations
Brandon Woods, Senior Engineer
Kevin Padway, Water Resources Planner
Amanda Rogers, Administrative Assistant
General Counsel: Rebecca Smith, Downey Brand
Item 1 - Call Zone 7 Water Agency Meeting to Order
President Figuers called the Regular Meeting of the Board of Directors to order at 7:00 p.m.
Item 2 - Closed Session
The Board went into Closed Session at 6:00 p.m. and came out of Closed Session at 6:27 p.m.
Item 3 -
President Figuers stated that the Board will report out of Closed Session during Item 9.
Item 4 -
President Figuers led the Pledge of Allegiance.
Item 5 -
Director Ramirez Holmes was absent.
Item 6 -
Public comment was received from Lisa Anderson.
Item 7 -
Director Benson made a motion to approve the Regular Board Meeting minutes of July 19, 2023, and Director Narum seconded the motion. The minutes were approved by a voice vote of 6-0 with Director Ramirez Holmes absent.
Item 8 -
Valerie Pryor, General Manager, pulled Item 8c to move it to a future Board Meeting.
Director Palmer made a motion to approve Items 8a, 8b, 8d, 8e, 8f and 8g and Director Narum seconded the motion. The Consent Calendar was approved by a voice vote of 6-0 with Director Ramirez Holmes absent.
Item 9 -
Valerie Pryor, General Manager, stated that this item was the report out of Closed Session. Kevin Padway, Water Resources Planner, presented an overview of the 2023 water supply conditions, operations plan, water transfer option, and recommended next steps. Mr. Padway stated that with a State Water Project allocation of 100%, it was unlikely Zone 7 could use or store all of the water. Given this, Zone 7 has arranged for a potential sale of up to 12,000 acre-feet at $125 per acre-foot.
Director Gambs asked what would happen to the unsold water. Mr. Padway explained that it would be stored in the San Luis Reservoir; however, it is likely to be at risk of spilling.
Director Palmer noted that $125 is a reasonable price for the Agency because there is currently an abundance of water.
Director Narum made a motion to approve the item and Director Green seconded the motion. The Item was approved by a roll call vote of 6-0 with Director Ramirez Holmes absent.
Item 10 -
Brandon Woods, Senior Engineer, gave a progress update on the construction. He began by presenting an overview of the project which covered the project scope, cost, funding sources, in service date, and explained how the project supports multiple Strategic Plan Initiatives. Mr. Woods noted that the overall status was green and shared progress photos of the construction since January. As the facility is completed, staff are performing extensive training from the media supplier Purolite. The remaining work includes the outstanding underground piping and disinfection of all piping, the installation of IX resin in all vessels by the media supplier, and startup/commissioning.
Public comment was received by Kelly Abreu, a resident of Fremont.
Osborn Solitei, Treasurer/Assistant General Manager - Finance, stated that staff would present Item 12 and then Item 11.
Item 12 -
Kevin Savalas, from Stradling Yocca Carlson & Rauth, gave the Board brief training on bond disclosure responsibilities for Board members and staff. He explained why the disclosure was necessary when doing a public offering. While municipal issuers are not required to register with the SEC, they are subject to the anti-fraud provisions. Mr. Savalas explained rule 10b5, what is considered material, and the importance of not having material omissions. Any issuer of municipal bonds must sign a contract on the date of issuance in which they promise the underwriter of the bonds that they will do an annual report, which tells investors how well they are doing.
He talked about the official statement called Zone 7 Disclosure, which is the equivalent of a corporate prospectus. He described the contents of the disclosure and said that Stradling would help staff prepare the document. The process will include multiple drafts and a due diligence review session before it is given to the underwriters.
He described the responsibilities and obligations of the Board, emphasizing the importance of familiarizing themselves with the official statement. A federal securities rule of particular importance to the Board members is called speaking to the market, which emphasizes the importance of making accurate and complete statements when talking about granular information to the press. That is particularly important during the period in which the bonds are being offered.
He discussed the extensive training that staff received on this subject and the importance of empowering staff. He complimented the agency on the involvement of its senior officials, its diligence and work product, and the attention to disclosure as a very good indication that the organization takes its obligations under the federal securities law seriously.
Director Figuers stated that he wished that Board members had been invited to the staff training. Mr. Savalas replied that there was a PowerPoint presentation that could be made available. Mr. Solitei added that he would make that available.
Item 11 -
Osborn Solitei introduced the item and stated that for the Chain of Lakes bonds, the Board authorized a reimbursement resolution in January for $30 million. He then introduced the team from PFM Financial Advisors LLC (PFM) and the underwriters from the Siebert Group.
Darren Hodge, from PFM, gave an update on the status of the debt financing. He focused first on interest rates, discussing both historical and current rates. Mr. Hodge outlined some of the benefits and considerations of using shorter call options on debt issuance and compared several scenarios. He then discussed where the Agency is in the debt financing process, stating that PFM is currently in the process of assembling the preliminary official statement, resolution, and indenture to go to the Board in the fall. They are also preparing a ratings presentation that will be presented to rating agencies in order to get the bonds a credit rating before they go to market. In the fall, they will return to the Board for approval of the bonds, and then the bonds will be going to market the week of September 25 with a bond closing in early October. He discussed numerous factors that must be considered when choosing a bond sale date.
Public comment was given by Kelly Abreu, a resident of Fremont.
Item 13 -
Valerie Pryor, General Manager, stated that this item is for the Agency to appoint its representatives to ACWA-JPIA Board. She added that it is the practice of the Board that the Board President makes the appointments but that ACWA-JPIA requires adoption by Board resolution.
President Figuers selected Director Green for representative and Director Gambs for the alternate.
Director Palmer moved to approve the item and Director Green seconded it.
The item was approved by a voice vote of 6-0 with Director Ramirez Holmes absent.
Item 14 -
Valerie Pryor, General Manager, stated that Zone 7 received a Certificate of Achievement for Excellence in Financial Reporting from the Government Finance Officers Association for the Annual Comprehensive Financial Report. She added that this is the seventh year in a row Zone 7 has won this prestigious award for transparency in financial reporting.
Item 15 -
President Figuers stated that he would be revising the Committee Rosters.
There were no comments on the Committee notes.
Item 16 -
Director Palmer provided a written report and reminded the Board of the ACWA Region 5 tour on September 22nd. Director Green stated that she attended a PFAS Working Group.
Item 17 -
There were no requests for items for a future agenda.
Item 18 -
There were no comments on the Staff Reports.
Item 19 -
Director Benson asked to adjourn the meeting with thoughts and good wishes for the people of Lahaina, Maui.
President Figuers adjourned the meeting at 9:00 p.m.