RULE 15c2-12 FILING COVER SHEET This cover sheet is sent with all submissions to the Municipal Securities Rulemaking Board (the Nationally Recognized Municipal Securities Information Repository) and any applicable State Information Depository pursuant to Securities and Exchange Commission (SEC) Rule 15c2-12 or any analogous state statute. Issuer Name: Providence Water Supply Board, Rhode Island Issue(s): $ $ $ 8,101,000 Drinking Water State Revolving Fund Loan, Dated 3/23/2005 35,000,000 Drinking Water Revenue Bonds, Dated 06/05/2008 13,250,000 Drinking Water Revenue Bonds, Dated 11/19/2009 Filing Format X electronic ___ paper; If available on the Internet, give URL:_______________ CUSIP Numbers to which the information filed relates (optional): X Nine-digit number(s) (see following page(s)): ___ Six-digit number if information filed relates to all securities of the issuer * * * Financial & Operating Data Disclosure Information X Annual Financial Report or CAFR X Financial Information & Operating Data ___ Other (describe) X Fiscal Period Covered: FYE 2011 ___ Monthly ___ Quarterly X Annual ___Other: * * * I hereby represent that I am authorized by the issuer or its agent to distribute this information publicly: Signature: /s/ Jeanne Bondarevskis Name: Jeanne Bondarevskis Title:Director of Finance Employer: Providence Water Supply Board, Rhode Island Voice Telephone Number: (401) 521-6300 Email Address: [email protected] DESCRIPTION OF ISSUES COVERED BY THIS REPORT Drinking Water State Revolving Fund Loan, Dated 3/23/2005 Date 10/01/12 10/01/12 10/01/13 10/01/13 10/01/14 10/01/14 10/01/15 10/01/16 10/01/16 10/01/17 10/01/18 10/01/19 10/01/19 10/01/20 10/01/21 10/01/22 10/01/23 10/01/24 10/01/25 10/01/25 10/01/26 10/01/27 10/01/27 $ $ Principal 1,125,000 1,285,000 1,265,000 1,215,000 1,050,000 1,490,000 1,675,000 225,000 1,570,000 1,825,000 1,860,000 40,000 1,850,000 1,920,000 1,950,000 1,980,000 2,015,000 2,045,000 500,000 1,430,000 1,805,000 280,000 1,605,000 32,005,000 CUSIP 76218RCE6 76218RCF3 76218RCG1 76218RCH9 76218RCJ5 76218RCK2 76218RCL0 76218RCM8 76218RCN6 76218RCP1 76218RCQ9 76218RCR7 76218RCS5 76218RCT3 76218RCU0 76218RCV8 76218RCW6 76218RCX4 76218RCY2 76218RCZ9 76218RDA3 76218RDB1 76218RDC9 Drinking Water Revenue Bonds, Dated 06/05/2008 Date 10/01/12 10/01/13 10/01/14 10/01/15 10/01/16 10/01/17 10/01/18 10/01/19 10/01/20 10/01/21 10/01/22 10/01/23 10/01/24 10/01/25 10/01/26 10/01/27 10/01/28 10/01/29 $ $ Principal 1,025,000 1,135,000 940,000 995,000 1,150,000 1,310,000 1,500,000 2,175,000 2,335,000 2,475,000 2,675,000 2,895,000 920,000 2,560,000 2,670,000 2,760,000 2,485,000 2,530,000 34,535,000 CUSIP 76218RDT2 76218RDU9 76218RDV7 76218RDW5 76218RDX3 76218RDY1 76218RDZ8 76218REA2 76218REB0 76218REC8 76218RED6 76218REE4 76218REF1 76218REG9 76218REH7 76218REJ3 76218REK0 76218REL8 Drinking Water Revenue Bonds, Dated 11/19/2009 Date 10/01/12 10/01/13 10/01/14 10/01/15 10/01/16 10/01/17 10/01/18 10/01/19 10/01/20 10/01/21 10/01/22 10/01/23 10/01/24 10/01/25 10/01/26 10/01/27 10/01/28 10/01/29 10/01/30 $ $ Principal 150,000 250,000 205,000 290,000 210,000 250,000 325,000 155,000 215,000 300,000 405,000 510,000 585,000 795,000 885,000 955,000 1,025,000 1,115,000 1,260,000 9,885,000 CUSIP 76218REN4 76218REP9 76218REQ7 76218RER5 76218RES3 76218RET1 76218REU8 76218REV6 76218REW4 76218REX2 76218REY0 76218REZ7 76218RFA1 76218RFB9 76218RFC7 76218RFD5 76218RFE3 76218RFF0 76218RFG8 ONTINUING ISCAL ISCLOSURE EPORT OR HE EAR NDED UNE WATER REVENUE DEBT FINANCIAL STATEMENTS The audited financial statements for the District for the fiscal year ended June 30, 2011 are being separately filed directly with the Nationally Recognized Municipal Securities Information Repository and any applicable State Information Depository, and are hereby incorporated by reference into this Annual Continuing Disclosure Report. SIGNATURE OF ISSUER The information set forth herein has been obtained from the District and other sources believed to be reliable, but such information is not guaranteed as to accuracy or completeness and is not to be construed as a promise or guarantee. This Annual Continuing Disclosure Report may contain, in part, estimates and matters of opinion which are not intended as statements of fact, and no representation is made as to the correctness of such estimates and opinions, or that they will be realized. The information and expressions of opinion contained herein are subject to change without notice, and the delivery of this Annual Continuing Disclosure Report will not, under any circumstances, create any implication that there has been no change in the affairs of the District or other matters described. PROVIDENCE WATER SUPPLY BOARD, RHODE ISLAND /s/ Jeanne Bondarevskis Jeanne Bondarevskis Director of Finance Approved for Submission: 03/22/2012 Date CERTIFICATE OF SUBMISSION OF ANNUAL REPORT Subject to the continuing disclosure requirements of SEC Rule 15c2-12, this Annual Continuing Disclosure Report for the Providence Water Supply Board, Rhode Island with respect to the issues listed on the report cover was submitted directly to the National Recognized Municipal Securities Information Repository (“NRMSIR”) listed below as well as to any applicable State Information Depository (“SID”). NRMSIR Municipal Securities Rulemaking Board ("MSRB") via the Electronic Municipal Market Access ("EMMA") system First Southwest Company Signed by: /s/ Adam Krea INFORMATION RELATING TO THE PROVIDENCE WATER SUPPLY BOARD AND THE PROVIDENCE WATER SYSTEM THE CITY OF PROVIDENCE General The City of Providence, Rhode Island (the “City”) is located at the head of Narragansett Bay on the Providence River and is the major population, industrial, and commercial center of the State of Rhode Island (the “State”). Providence is the center of State government. Providence occupies a total land area of 18.1 square miles and an additional 1.9 square miles of water. The City is ranked first in population among the thirty-nine cities and towns in Rhode Island. The United States Census Bureau reported that the population in 2010 was 178,042 an increase of 2.5% over the population in 2000 of 173,618. According to the School Department, 23,518 students currently attend Providence public schools. The Providence Public Library offers many educational services to the citizens of Providence and the State. In addition, the Providence Community Library, a 501(c)(3) not-for-profit organization, manages the City’s nine neighborhood libraries. There are a number of private and parochial schools, as well as public and private institutions of higher learning, in Providence, including Brown University, Providence College, the Rhode Island School of Design, Johnson & Wales University, the New England Institute of Technology, Rhode Island College, and the University of Rhode Island Providence Center. Several industrial parks, built as part of major urban renewal projects in recent years, are located in Providence. The Port of Providence has, with its neighbor, City of East Providence, over 10 miles of commercial waterfront with 25 wharves and docks for medium and deep draft vessels. The channel has been deepened to 40 feet to accommodate larger vessels. Rail service and transit sheds are accessible to ships docking in the Port. The cargo entering and leaving the Port of Providence includes principally gasoline, fuel and diesel oil, cement and lumber. Government The City operates under a Home Rule Charter adopted in November, 1980, providing for a Mayor-Council form of government with a fifteen-member City Council. The Charter became fully effective on January 3, 1983. The Mayor is elected by the voters of the City for a four-year term of office. The Mayor supervises preparation of the annual City budget which is presented to the City Council for its approval. The Mayor is authorized to approve or veto any ordinance passed by the City Council. The Mayor also appoints all department heads and most of the members of the agencies, boards, and commissions which directly affect City operations. The Mayor also serves ex-officio on many of these bodies. Mayor Angel Taveras took the oath of office as the 37th Mayor of the City of Providence, on January 3, 2011. Mayor Taveras has announced that he will focus his administration on job creation and economic development, city services, public safety, public education, and on transparency and fiscal responsibility. Mayor Taveras is a former judge in the Providence Housing Court, graduate of Harvard University, and a graduate of Georgetown University School of Law. He practiced law at Brown Rudnick Berlack Israels LLP and Taveras Law. Members of the City Council are elected for a term of four years concurrent with that of the Mayor. One member is elected from each of the City's fifteen wards. The Council passes ordinances within the scope of powers defined in the Charter and its major responsibility is passage of the City budget. The City Council may amend or alter the budget before passage, subject to the requirement of Rhode Island law that the budget be balanced when adopted. The Mayor also has line-item veto powers. Under the City Charter, the City has a Finance Department headed by a Finance Director who is appointed by the Mayor with the approval of the City Council. The Finance Director has charge of the administration of the financial affairs of the City, with specific responsibility for assessing, collecting and authorizing the disbursement of all City money, for preparing and administering the annual City Budget, and for accounting of all financial transactions. The following divisions are located within the finance department: assessment, collections and accounting divisions. The City's Finance Director is Michael Pearis. Mr. Pearis was appointed Director of Finance in January 2012. He is a highly experienced business executive with diverse financial managerial and operations experience in a private-sector career that has included senior positions at Fleet Bank, Pillsbury and Pepsi. Most recently he was Chief Operating Officer of Child 1 and Family Services of Newport, Rhode Island. He holds a Master’s Degree in Business Administration from Pepperdine University and a Bachelor of Science in Business Administration from Florida A&M University. The City Treasurer is elected by the City Council, with duties relating to accounting for receipts and disbursements, making semi-annual reports to the City Council of receipts and disbursements, and issuing notes and bonds of the City, under the advice and direction of the Committee on Finance of the City Council. The Treasurer does not set policy or make decisions about the day to day operations of the City or its fiscal policy. The City Treasurer is James J. Lombardi III. Mr. Lombardi is both an Attorney and Certified Public Accountant. He has been employed by the City since 1999. From 1999 to 2011, he served as the Internal Auditor for the City and in 2011 was appointed Treasurer. Mr. Lombardi was appointed by and reports to the City Council. Prior to his employment with the City, Mr. Lombardi worked as a field agent for the Internal Revenue Service. He also has his own law practice. The position of Treasurer is a part time position in the City. He holds a Bachelors degree from Rhode Island College, and a Juris Doctor Degree from Southern New England School of Law. Government Services The City provides municipal services including police, fire, sanitation, parks and recreation through various City departments. Although elementary and secondary education expenditures are the responsibility of the City, the public school system is administered by a separately appointed School Board. Certain other services are provided by related entities such as the Providence Water Supply Board, the Providence Housing Authority, and the Providence Redevelopment Agency. The State and its agencies, and not the City, are responsible for providing service programs such as Medicaid, aid to families with dependent children, general public assistance, public health, public transportation, corrections, and sewage treatment. Public Works The City's Public Works Department has the primary responsibility of maintaining all City streets, bridges, and sewer laterals, and conducting snow removal. Waste collection and processing is performed by outside contractors. There are presently 113 employees in the Public Works Department in the fiscal year 2012 adopted budget. The Public Works operating budget for fiscal year 2011 was $21,444,508 as compared to $22,437,919 in fiscal year 2010. The Department’s budget for fiscal year 2012 is $19,847,318. PROVIDENCE WATER SUPPLY BOARD AND WATER SYSTEM General Providence Water Supply Board ("Providence Water"), supplies water to the cities of Providence and Cranston and the Towns of Johnston and North Providence on a retail basis. In addition, water is sold on a wholesale basis to the City of East Providence, Warwick, the Towns of Lincoln, Smithfield and Johnston and the Village of Greenville, and, through the Kent County Water Authority, part of the City of Warwick and the Towns of West Warwick, East Greenwich, North Kingstown, Coventry, and Scituate. In addition, the towns of Barrington, Bristol and Warren are presently on the system and serviced through the Bristol County Water Authority. In total, approximately 60% of the State of Rhode Island’s population is served by Providence Water. Providence Water obtains its water supply from the Scituate Reservoir and five tributary reservoirs. The entire watershed covers 93 square miles and Providence Water owns 26.8 square miles of land outright. Providence Water, therefore, controls approximately 28% of the land in the watershed; land that is primarily adjacent to the major water bodies. The system has an output capacity of 144 million gallons per day (“MGD”). Water Supply Sources The sole source of water used by Providence Water is the Scituate Reservoir Complex. The Scituate Reservoir complex consists of six reservoirs: the main (Scituate) reservoir and five smaller reservoirs which are tributary to the main reservoir. Water in the Scituate Reservoir is impounded behind the Gainer Dam, at the southeast end of the Reservoir which is traversed along its 3,200 foot length by Rhode Island Route 12 (Scituate Avenue). The net storage capacity of the Scituate Reservoir is 36.611 billion gallons (BG). The reservoir has a water surface area of 5.30 square miles, and a watershed area of 92.8 square miles. A 9 MGD reservoir release flow discharges through a natural rock channel to the Pawtuxet River below the dam. Water needed for water supply flows through conduits from the reservoir to the treatment plant. 2 Treatment Facilities Providence Water operates one conventional water treatment plant to purify source water which flows from the Scituate Reservoir to the plant. The raw water characteristics from the Scituate Reservoir are typical of well protected surface water supplies in the New England region. It is a low pH, low alkalinity, low turbidity water with seasonal overturn events. The plant utilizes a conventional treatment process. The hydraulics of the plant allow it to be normally operated fully under gravity flow conditions. Pumping facilities are available for pumping water to the plant under extremely low reservoir conditions. The treatment process consists of aeration, coagulation, flocculation, lime addition for corrosion control and pH adjustment, sedimentation, disinfection, rapid sand filtration, and fluoridation. Emergency Provisions Emergency provisions at the plant include stand by power and an emergency bypass process that could allow water to flow to the system, bypassing the treatment process. Electrical service is provided by a 23 kilo-volt (KV) transmission line to a 2.3 KV service to the treatment plant. The emergency electrical power for the plant is provided by a 600 KW diesel generator. This generator is capable of providing adequate power through an automatic transfer switch for treatment operations and life safety requirements during power outages. Redundant backup power for the system is also available through a 2000 KW diesel generator. Storage Facilities Providence Water operates five storage facilities throughout the distribution system with a combined storage capacity of 12 MG. Water is also collected in a 260,000 gallon clearwell at the plant before being delivered to the transmission lines to the distribution system. These storage facilities are used to optimize operating efficiencies by equalizing demands, improving and stabilizing system flows and pressures, and providing reserve supplies for fire fighting, and an emergency reserve. Pump Stations In order to maintain an adequate supply of potable water at a sufficient pressure, Providence Water owns and operates ten potable water pump stations in the distribution system, and one raw water pump station to assist water delivery from the Scituate Reservoir to the treatment plant during low reservoir level periods. Transmission System Large diameter pipe conduits transfer water by gravity from the dam intakes to the treatment plant. Finished water is transmitted from the clearwell at the plant to the distribution system through two major transmission conduits, the 90-inch diameter Scituate Tunnel and Aqueduct, and the 78-inch and 102-inch diameter Supplemental Tunnel and Aqueduct. Providence Water currently operates approximately 4 miles of concrete lined tunnel, 10 miles of concrete aqueduct, 85 miles of various sizes of transmission piping (16" to 66") and 850 miles of distribution piping (6" to 12"). Service Area The Scituate Reservoir Complex is utilized by Providence Water as an active source which supplies approximately 600,000 people in the State of Rhode Island with potable water through both its retail and wholesale customers in Providence and in the surrounding communities. The retail service area consists primarily of the cities and towns of Providence and portions of North Providence, Cranston, and Johnston. Wholesale Service Providence Water wholesales water to nine water utilities in the Providence area. These utilities include the Bristol County Water Authority (one interconnection), East Providence Water Division (one interconnection), Greenville Water District (one interconnection), Kent County Water Authority (two interconnections), Lincoln Water Commission (two 3 interconnections), Smithfield Water Department (one interconnection), Warwick Water Department (two interconnections), Johnston Sewer and Water Department (six interconnections), and the East Smithfield Water District (three interconnections). The Retail Area Providence Water retail area currently has approximately 74,500 service connections. These connections include residential, industrial, commercial, and fire service connections. The retail service area is divided into four separate pressure zones; the low service, high service, extra high service, and the Western Cranston water district. Service area mains range in size from 6 inches to 66 inches in diameter and are constructed of a variety of materials including cast iron, ductile iron, concrete, steel, and asbestos cement. Service connections range from 5/8 inch to 12 inches and are sized based upon the customer's demand. Service connections are constructed of lead, copper, galvanized steel, cast iron, or ductile iron. All services are metered. System Metering Providence Water meters water produced at the treatment plant and meters 100% of its service connections. Raw water flowing into the plant is measured by two 72" x 36" diameter venturi meters. The flow of effluent discharged from the plant to the distribution system is measured by 36 master plant effluent meters. These meters are 12 inch venturi tube meters located on the effluent lines of the rapid sand filters at the treatment plant. Plant effluent flows are also measured by two 72" x 42" finished water effluent venturi meters. Providence Water meters all customers in its entire service area, with the exception of some private fire services. Service area metering includes meters at interconnections to wholesale customers as well as normal metering of all retail service connections. The retail service area contains a variety of water consumers including large industrial and manufacturing accounts, commercial accounts, and residential users. FINANCIAL OPERATIONS Providence Water operates as an enterprise fund. As such, the costs and expenses of Providence Water, including debt service, are recovered from user charges. Any surplus in annual financial operations can be used for capital expenses, debt service or future operating expenses. Any deficit must be eliminated through future rate increases. Providence Water is required to maintain its books and records in accordance with generally accepted accounting principals (GAAP) as applied to government agencies. Transactions of Providence Water are accounted for using the accrual basis of accounting. Revenues are recognized when earned and expenses are recognized as they are incurred. Providence Water has had an audit completed each fiscal year since 1984 including the year ended June 30, 2011. Rate Setting Procedures Providence Water is regulated by the Rhode Island Public Utilities Commission (the "PUC"), the state agency responsible for approving all rate increases for regulated utilities in Rhode Island. Since Providence Water supplies water service to users in other communities, its rates and charges are subject to PUC regulation. Providence Water must file its proposed general rate schedule changes with the PUC pursuant to Rhode Island General Laws 39-3-11 and the PUC’s Rules of Practice and Procedure. Rates and Charges On April 30, 2009 Providence Water filed with the PUC an application to change rate schedules to collect additional revenue requirements in the amount of $5.6 million effective May 30, 2009. This increase was requested to provide additional funds for the operational improvements to the facility and structures within Providence Water to better protect the future water quality and health of the public. In October 2009, the PUC approved the increases to all rates for water totaling $3.4 million effective October 5, 2009. On January 27, 2010, Providence Water filed a motion to reopen Docket 4061 with the PUC. The purpose of the Motion is to utilize calendar year 2009 consumption figures to calculate rates. This will result in an across the board rate increase of approximately 9.9%. The revised rates will not increase Providence Water’s allowed cost of service. This rate increase was approved by the PUC and went into effect on April 27, 2010. 4 On September 23, 2011, Providence Water filed a Tariff Advice Filing to implement a new Fire Service Protection Charge to appear on the water bills for each Providence Water service connected in the City of Providence. This tariff was approved by the PUC and went into effect on November 1, 2011. Required Division Approval for Debt Issuance The Rhode Island General Laws require that the City obtain the consent and authority from the Rhode Island Division of Public Utilities (the "DPU") prior to issuance of long-term debt. On September 22, 2009, Providence Water applied for such consent and authority for the City's issuance of Bonds to the Rhode Island Clean Water Finance Agency (the "Agency"). A public hearing took place on October 6, 2009 to consider such application. On October 8, 2009, the DPU issued a Report and Order approving Providence Water’s application. Rate History Effective 1/01/03 – present Effective 1/01/03 $1.79 $1.72 $1.67 Effective 1/01/06 $1.958 $1.882 $1.825 Effective 11/01/07 $2.134 $2.049 $2.011 Effective 10/05/09 $2.264 $2.174 $2.134 Effective 4/27/10 $2.488 $2.390 $2.346 Wholesale Customers (per million gallons) $1,132.89 $1,236.00 $1,455.77 $1,544.16 $1,697.21 Public Fire Protection Municipal per year/per hydrant $229.44 $250.99 $291.06 $308.73 $339.33 Retail Consumption Residential (per HCF) Commercial (per HCP) Industrial (per HCP) Revenues and Expenditures Set forth below is a summary statement of revenues and expenditures of Providence Water for the fiscal years 2007 through 2011. Actual 2007 $52,747,450 45,180,109 7,567,341 Actual 2008 $56,031,601 46,857,073 9,174,528 Actual 2009 $59,575,000 48,796,000 10,779,000 Actual 2010 $54,976,000 50,868,000 4,108,000 Actual 2011 $64,017,000 46,054,000 17,963,000 2,497,521 922,765 1,547,058 752,040 977,000 2,015,000 1,265,000 1,435,000 544,000 1,429,000 Excess (Deficiency) of Income Over $9,142,097 Expenses ________________________________ Source: Providence Water Supply Board audited financial statements. (1) Restricted Revenues $9,969,546 $9,741,000 $3,938,000 $17,078,000 Operating Revenues Operating Expenses Operating Income Non-Operating Revenues(1) Non-Operating Expenses Billings for Service Metered water sales account for the largest portion of revenue of Providence Water. Approximately 99% of Providence Water’s approximately 72,000 residential, commercial and industrial meters have recently been retrofitted with an automatic meter reading electronic radio transmitter. This allows for a high percentage of actual bills with the use of a driveby van. The majority of meters are read monthly and billed quarterly. In addition to the volume charges for water used, retail customers receive a service charge based on the size of meter. Private fire protection charges are based on the size of water service into the premises. There is no charge for water used. Hydrant fees are set by the PUC and are charged to Cranston, Johnston, North Providence and Lincoln. Effective November 1, 2011, a Fire Protection Service Charge was implemented on all retail customers in the City of Providence. The fee is based on the size of meter. In addition, water is sold on a wholesale basis to the City of East Providence, parts of the City of Warwick, the Towns of Lincoln, Smithfield and Johnston and the 5 Village of Greenville, the East Smithfield Water District, through the Kent County Water Authority, part of the City of Warwick and the Towns of West Warwick, East Greenwich, North Kingstown, Coventry, and Scituate, and, through the Bristol County Water Authority, the Towns of Barrington, Bristol and Warren. Budgets Annual budgets, capital improvement plans and cash flow projections are prepared by the Chief Engineer and the Chief Financial Officer of Providence Water, in consultation with Directors. The budget is presented to Providence Water for review and approval. Budget Ordinances are then forwarded to the Providence City Council. They are typically reviewed by the Finance Committee and require two passages of the Council before they are sent to the Mayor for approval. Collections Providence Water uses a lockbox and receives most payments of water bills through this system. Century Bank is the current lockbox vendor. Payments are also accepted at the main office at 552 Academy Avenue in Providence. Credit Card payments and ACH payments are also accepted through third party vendors. The Commercial Services department maintains a collection staff which issue dunning letters, call customers and follow the PUC’s rules for the posting and shutting of delinquent accounts. Providence Water must post a property for shut off at least 10 business days prior to termination. Providence Water then mails the posting notice to the owner of the property for non-owner-occupied premises or multi-family premises. During the winter moratorium on utility shut-offs, typically from November 1st to April 15th, Providence Water must post the property for at least 10 business days, prior to posting the property for an additional 48 hours, prior to shut off. A list of properties posted for 48 hours must be e-mailed to the PUC the next business day. Providence Water must keep on file, a notarized affidavit as to the results of the attempted contact, should the PUC request it. Management Boyce Spinelli was appointed Acting General Manager of the Providence Water Supply Board in December 2011. He has been with Providence Water since January of 2001. Prior to joining Providence Water, Mr. Spinelli served as Finance Director in the City of Providence from September, 1992 to January, 2001. Mr. Spinelli has a Bachelor of Arts degree in Economics from LeMoyne College in Syracuse, New York, and served as Finance Director for 17 years in two New England municipalities prior to his appointment in Providence. Jeanne Bondarevskis is the Director of Finance for Providence Water. She has been with Providence Water since March of 1987, when she was hired as Accounting Manager. Before coming to Providence Water she had worked as an auditor at Hospital Trust Bank and as an accountant at Quaker Fabrics. Ms. Bondarevskis graduated Magna Cum Laude from Providence College with a Bachelor of Science degree in Accounting. She also holds a Master of Business Administration degree from Bryant College. Ms. Bondarevskis is a member of the New England Water Works Association and has served on their Program Committee for many years. She is also a member of the American Water Works Association. She is currently Treasurer of the Rhode Island Water Works Association. Employee Relations Approximately 1/3 of Providence Water staff are “management” employees and are not represented by any bargaining unit. The internal directors, managers and supervisors would be management employees. The additional 2/3 of staff are represented by the RI Laborer’s District Council on behalf of Public Service Employees’ Local Union 1033 of the Laborers’ International Union of North America, AFL-CIO. The City's contract with the union will expire in June, 2015. There are two classes of employees, blue collar and white collar. The blue collar staff man and maintain the Treatment Plant, maintain the pipes and infrastructure, and read and install the meters, while the white collar staff is primarily office clerical. 6 CITY INDEBTEDNESS Authorization and Sale of Bonds and Notes General Obligation Bonds Bonds of the City are generally authorized pursuant to special legislation which requires referendum approval and a majority vote of the City Council subject to the Mayor's veto. Such legislation normally provides that the indebtedness is not subject to the general three percent (3%) debt limit. (See ''Debt Limit'' below). City bonds may also be authorized within the general debt limit, by an ordinance passed by a majority vote of the City Council, subject to the Mayor's veto; any such authorization must also receive referendum approval. The City Council may authorize by resolution the issuance of notes in anticipation of the issuance of bonds so authorized within the general debt limit. In addition, the City Council may similarly authorize refunding bonds by ordinance, but no referendum is required. When serial bonds have been authorized under special legislation, the officers authorized by the legislation to issue the bonds may issue bond anticipation notes. Revenue anticipation notes and grant anticipation notes are authorized by a majority vote of the City Council. In compliance with the City's Home Rule Charter, which became effective on January 3, 1983, bonds must be issued within three years following certification of their approval by the voters of Providence, unless the City Council, by ordinance, grants an extension not to exceed two years, for maximum total period of five years. Water Revenue Bonds The City is authorized to issue limited obligations payable from drinking water system revenues, pursuant to Title 46-12.8 of the Rhode Island General Laws. Such bonds are authorized by an ordinance passed by a majority vote of the City Council subject to the Mayor's veto; such authorization is not subject to referendum. The City is authorized to issue such revenue bonds only to the Agency. Outstanding Debt General Obligation Debt The City currently has no outstanding general obligation bonds issued for water bonds. Enterprise Fund Debt Providence Water long-term debt is lease appropriation or special obligation revenue debt of the City. However, because it is the intent of the City to have Providence Water meet the debt service requirements of this debt, all such amounts are recorded in the enterprise funds of the City. 7 The table below sets out a five year summary of outstanding Enterprise Fund water debt and lease appropriation obligations for fiscal years 2007-2011 (000's omitted). Safe Drinking Water - CWFA 2001 Safe Drinking Water - CWFA 2002 Safe Drinking Water - CWFA 2005 Safe Drinking Water - CWFA 2008 Safe Drinking Water - CWFA 2010 Providence Public Buildings Authority 1996 Lease Revenue Bond RI Water Resources Board Corporate Lease Revenue Bond Total 2007 $ 2,001 415 6,638 - 2008 $ 1,897 5,882 35,000 - 2009 $ 1,789 5,108 35,000 - 2010 $ 1,678 4,314 35,000 13,250 2011 $ 1,563 3,500 33,702 13,249 2,825 2,264 1,675 1,057 996 2,950 2,000 990 - - $ 14,829 $ 47,043 $ 44,562 $ 55,299 $ 53,010 LITIGATION Litigation – Providence Water Supply Board In the opinion of Providence Water’s general counsel after consultation with the Chief Engineer, there is no litigation pending or threatened against Providence Water which either individually or in the aggregate, would result in judgments that would have a material adverse affect on Providence Water’s financial position or its ability to meet its debt service obligations. Ponce de Leon v. City and Providence Water Supply Board – settled. Litigation – City The City is a defendant in many cases involving tort claims for personal injury, taxes, and property damage, claims for contract violations, claims for violations of civil rights and other claims. However, there is no litigation pending against the City which, in the opinion of the City Solicitor, either individually or in the aggregate, would result in judgments that would have a materially adverse effect on the City's financial position, or its ability to meet its debt service obligations. Nevertheless, the following cases should be noted: Estate of Jameson Bazelais and Oldin Bazelais v. City – claim involving the death by drowning of one minor child and the injury of another at a City swimming pool. The City will vigorously defend the suit, when filed, but if proven, damages against the City could exceed $4 million. Ceprano v. City – wrongful termination and libel suit commenced by the City’s former Tax Collector. The City will vigorously defend this claim but if proven, damages against the City could exceed $350,000. Crespo v. City – action arising from a collision between a Providence fire engine and a passenger car operated by a woman who was killed in the accident. The City is defending the firefighter who was driving the engine, who has been sued in his individual and official capacities. The City will vigorously defend this claim but if proven, damages against the City could exceed $1 million. Fleet National Bank v. City – action challenging property tax valuations for several years. Damages against the City could exceed $1,000,000 if proven. Garcia v. City (School Board) – claim challenging the legality of the City’s failure to renew certain non-tenured teachers in 2006. If proven, damages against the City could exceed $800,000. Estate of Juana Contreras v. City – wrongful death action alleging gross negligence on the part of the city and two emergency medical technicians. Damages against the City could exceed $750,000 if proven. 8 Landero v. City Providence – wrongful death action alleging gross negligence on the part of the city and two emergency medical technicians. Damages against the City should exceed $ 750,000 if proven. Medeiros v. City (School Board) – action for negligent supervision during Special Olympics involving alleged sexual assault upon developmentally disabled student. If plaintiff prevails, damages against the City could be in excess of $750,000. Mendoca v. City – claim has been made but suit has yet to be filed in connection with an alleged incident of police brutality on October 20, 2009. Although the extent of the personal injury to the claimant is not yet clear, available information suggests that if liability is found, damages against the City could be in excess of $250,000. The City will vigorously defend. Mentor v. City (School Board) – action for breach of contract, violation of civil rights and defamation arising from plaintiff’s failure to be awarded continuation of a contract for provision of adult education services. The City is vigorously defending the claim. If plaintiff prevails damages could be in excess of $800,000. Newport School Committee v. City (School Board) – matter before the Commission of Education concerning a dispute over the resident status of approximately 40 students and the cost of their education, alleged to be approximately $287,000. Park Row Properties, Ltd. v. City – claim regarding needed repairs to Amtrak station parking garage. If the City were to be found liable, damages could exceed $11 million. Providence Journal v. City – action challenging property tax valuations for multiple years and properties which, taken together, may involve tax credits of more than $100,000 for each year of assessment. School Housing Aid Litigation – action challenging the state’s attempt to recoup an alleged overpayment in aid to the City which, if the City is found liable, could result in an approximately $6,000,000 judgment against the City. Yangambi v. City (School Board) – discrimination claim alleging failure to promote. If the City were to be found liable, damages could exceed $350,000. Young v. City of Providence – civil suit for damages relating to a rape allegedly committed by a City police officer. If the City were to be found liable, damages could exceed $750,000. 9
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