HomeMy WebLinkAbout08-23-2017 Board Meeting Agenda Packet Orange County Sanitation District Wednesday, August 23, 2017
Regular Meeting of the 6:00 P.M.
BOARD OF DIRECTORS Board Room
0. 10844 Ellis Avenue
Fountain Valley, CA 92708
(714) 593-7433
AGENDA
CALL TO ORDER
INVOCATION AND PLEDGE OF ALLEGIANCE (Steve Nagel, City of Fountain Valley)
ROLL CALL (Clerk of the Board)
DECLARATION OF QUORUM (Clerk of the Board)
PUBLIC COMMENTS: If you wish to address the Board of Directors on any item, please complete a
Speaker's Form (located at the table outside of the Board Room) and submit it to the Clerk of the Board or
notify the Clerk of the Board the item number on which you wish to speak. Speakers will be recognized by
the Chairperson and are requested to limit comments to three minutes.
SPECIAL PRESENTATIONS:
Employee Service Awards
REPORTS: The Board Chairperson and the General Manager may present verbal reports on
miscellaneous matters ofgeneml interest to the Directors. These reports are for information only and require
no action by the Directors.
Strategic Planning Process
CONSENT CALENDAR: Consent Calendar Items are considered to be routine and will be enacted, by
the Board of Directors, 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 Any items withdrawn from the Consent Calendar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. APPROVAL OF MINUTES (Clerk of the Board)
RECOMMENDATION: Approve the minutes of the Regular Meeting of the Board
of Directors Meeting held on July 26, 2017.
0&23/2017 OCSD Bead of Directors'Agenda Page 1 of 7
RECEIVE AND FILE: These items require no action; and without objection, will be so ordered by the
Board Chair.
2. COMMITTEE MINUTES (Clerk of the Board)
RECOMMENDATION: Receive and file the approved minutes of the following
committees:
A. GWRS Steering Committee Meeting of April 10, 2017
B. Steering Committee Meeting of June 28, 2017
3. REPORT OF THE INVESTMENT TRANSACTIONS FOR THE MONTH OF
JULY 2017 (Lorenzo Tyner)
RECOMMENDATION: Receive and file the report of the Investment Transactions
for the month of July 2017.
4. TREASURER'S REPORT FOR THE FOURTH QUARTER ENDED JUNE 30, 2017
(Lorenzo Tyner)
RECOMMENDATION: Receive and file the Orange County Sanitation District
Fourth Quarter Treasurer's Report for the period ended June 30, 2017.
PUBLIC HEARING:
5. COLLECTION OF SEWER SERVICE CHARGES VIA THE TAX ROLL
(Lorenzo Tyner)
RECOMMENDATION:
A. Conduct a public hearing to receive input on a report filed with the Clerk of
the Board entitled "Sewer Service Charges for Collection on Tax Rolls for
Fiscal Year 2017-18"
1. Open the public hearing
2. Receive staff report and recommendations
3. Report of written communications by Clerk of the Board
4. Public Comment
5 Close Public Hearing
6 Discussion by the Board of Directors
B. Unless there is a majority protest, adopt the report, which has the assessor's
parcel numbers and amount of charges for collection on the tax rolls;
C. Adopt Resolution No. OCSD 17-14 entitled, "A Resolution of the Board of
Directors of the Orange County Sanitation District adopting the Report
OW23/2017 OCSD Boad of Directors'Agenda Page 2 of 7
proposing to collect Sewer Service Fees on the Tax Roll for Fiscal Year
2017/2018";
D. Direct staff to file a certified copy of the adopted report and resolution with
the County Auditor-Controller; and
E. Direct staff to coordinate collection of sanitary sewer service charges on the
general Orange County tax rolls with the County Auditor-Controller,
Assessor, and Tax Collector.
STEERING COMMITTEE:
6. BANDILIER CIRCLE PROPERTY LEASE (Rob Thompson)
RECOMMENDATION: Approve the Lease Agreement with the Dickler Corporation,
DBA Chef's Toys, for Orange County Sanitation District's real property located at
18484 Bandilier Circle, Fountain Valley, California, in an as-is condition,
commencing August 24, 2017 through March 31, 2019, at a lease rate of$13,500
per month for the first 12 months, and increasing to $15,000 per month for the
balance of the term, in a form approved by General Counsel.
NON-CONSENT:
7. EAST LIDO FORCE MAIN REHABILITATION, PROJECT NO. FE15-10
(Rob Thompson)
RECOMMENDATION:
A. Award a construction contract to Charles King Company for the East Lido
Force Main Rehabilitation, Project No. FE15-10, for a total amount not to
exceed $1,389,000; and
B. Approve a contingency of$138,900 (10%).
8. SAFETY IMPROVEMENTS PROGRAM, PROJECT NO. J-126 (Rob Thompson)
RECOMMENDATION:
A. Award a Construction Contract to AMTEK Construction for the Safety
Improvement Program, Contract No. J-126 B, F, and G for a total amount
not to exceed $557,759; and
B. Approve a contingency of$55,776 (10%).
OW23/2017 OCSD goad of Directors'Agenda Page 3 of 7
9. GENERAL MANAGER APPROVED PURCHASES AND ADDITIONS TO THE
PRE-APPROVED OEM SOLE SOURCE LIST (Lorenzo Tyner)
RECOMMENDATION:
A. Receive and file Orange County Sanitation District purchases made under
the General Manager's authority for the period of April 1, 2017 to June 30,
2017; and
B. Approve the following additions to the pre-approved Original Equipment
Manufacturer(OEM) Sole Source List:
• AVO TRAINING INSTITUTE - Substation Maintenance Technician
Certification
• CLEAN ENERGY- Operation, maintenance, and repair of the
Compressed Natural Gas (CNG) Facilities
• COOPER BESSEMER- CenGen engine components
• EMBARK CONSULTING - CRISP and SCADA software consulting
• ESSCO - Submersible pumps
• FISHER CONTROLS/EMERSON - Gas flow regulators
• GE INSPECTION
• ITT STANDARD - Heat exchangers
• SUEZ TREATMENT SOLUTIONS - Bar screen repair parts
• TRANE COMPANY- Maintenance for absorption chillers
• TREDENT DATA SYSTEMS - Support for Cisco Smartnet
• VACTOR - Industrial cleaning truck rental and repair
10. CLEAN HARBOR ENVIRONMENTAL SERVICES (Celia Chandler)
A. Approve a Service Contract with Clean Harbors Environmental Services,
Inc., Specification No. S-2017-841, for the period of September 1, 2017
through June 30, 2018, for a total annual amount not to exceed $192,000,
with up to four (4) one-year renewals options; and
B. Approve an annual contingency of$19,200 (10%).
AB 1234 REPORTS: This is the time of the meeting when Board Members will provide a brie/oral
report on any conference, meeting, or travel paid by the Sanitation District.
OW23/2017 OCSD Board of Directors'Agenda Page 4 of 7
CLOSED SESSION:
During the course of conducting the business set forth on this agenda as a regular meeting of the Board,
the Chair may convene the Board in closed session to consider matters of pending real estate
negotiations,pending or potentiallifigation,orpersonnel matters,pursuant to Government Code Sections
54956.8, 54956.9, 54957 or 54957.6, as noted.
Reports relating to (a)purchase and sale of real property; (b) matters of pending or potential litigation;
(c)employment actions or negotiations with employee representatives;or which are exempt from public
disclosure under the California Public Records Act, may be reviewed by the Board during a permitted
closed session and are not available for public inspection. At such time as the Board takes final action
on any of these subjects, the minutes will reflect all required disclosures of information.
CONVENE IN CLOSED SESSION.
(1) CONFERENCE WITH LEGAL COUNSEL RE EXISTING LITIGATION
(Gov. Code Section 54956.9(d)(1))— 1 case
Roy Handy, Melissa Forman-Woodbridge v. Orange County Sanitation District,
Superior Court of California, County of Orange, Case No. 30-2017-00934699
(2) CONFERENCE WITH LEGAL COUNSEL RE ANTICIPATED LITIGATION
Initiation of litigation (Gov. Code Section 54956.9(d)(4))— 1 case
(A) Potential eminent domain action
Property Owner: Sukut Real Properties LLC.
Properties: 18429 Pacific St. Fountain Valley, CA, APN No. 156-163-09;
18410 Bandilier Cir. Fountain Valley, CA, APN No. 156-163-10; 18368
Bandilier Cir. Fountain Valley, CA, APN No. 156-163-11.
(3) CONFERENCE WITH REAL PROPERTY NEGOTIATORS
(Government Code Section 54956.8)
Property: 10950 Virginia Cir. Fountain Valley, CA- APN No.156-165-05;
10870 Spencer Ave. Fountain Valley, CA -APN No.156-163-07;
18480 Pacific St. Fountain Valley, CA -APN No.156-165-04;
18430 Pacific St. Fountain Valley, CA -APN No.156-165-06;
18370 Pacific St. Fountain Valley, CA -APN No.156-165-08;
18429 Pacific St. Fountain Valley, CA -APN No.156-163-09;
18410 Bandilier Cir. Fountain Valley, CA -APN No.156-163-10;
18368 Bandilier Cir. Fountain Valley, CA -APN No.156-163-11;
10700 Spencer St. Fountain Valley, CA-APN No.156-163-16;
10700 Spencer Ave. Fountain Valley, CA -APN No.156-154-07;
18350 Mt. Langley St. Fountain Valley, CA-APN No.156-154-08;
18386 Mt. Langley St. Fountain Valley, CA-APN No.156-154-06;
18385 Bandilier Cir. Fountain Valley, CA -APN No.156-163-12;
18401 Bandilier Cir. Fountain Valley, CA -APN No.156-163-13;
08/23/2017 OCSD Boad of Directors'Agenda Page 5 of 7
18424 Mt. Langley St. Fountain Valley, CA-APN No.156-154-05;
18435 Bandilier .Cir. Fountain Valley, CA -APN No.156-163-14;
18475 Bandilier .Cir. Fountain Valley, CA -APN No.156-163-15;
10725 Ellis Ave. Fountain Valley, CA -APN No.156-154-04; and
10540 Talbert Ave. Fountain Valley, CA -APN No.156-151-03
Agency negotiators: General Manager, Jim Herberg; Assistant General Manager,
Bob Ghirelli; Director of Finance and Administrative Services, Lorenzo Tyner;
Director of Engineering, Rob Thompson; Engineering Managers, Kathy Millea and
Jeff Mohr; CIP Project Manager, Tom Grant; Kevin Turner and John Gallivan,
Cushman and Wakefield.
Negotiating parties:
Valley, Business Park, APN Nos. 156-165-05, .156-165-06, 156-163-07;
DK-USA LLC, APN No.156-165-04;
Fountain Valley Industrial Parcel 13, APN No.156-165-08;
Sukut Real Properties LLC, APN Nos. 156-163-09, 156-163-10, 156-163-11;
The Ins Trust Shabtai, Nevon, APN No. 156-163-16;
The Ins Trust, APN No. 156-154-07;
K & A Investments LP, APN No. 156-154-08;
Fountain Valley Star LLC, APN No. 156-154-06;
TN Sheet Metal Inc., APN No. 156-163-12;
18401 Bandilier LLC, APN No. 156-163-13;
Phone Lilly Lin-Lin TR, APN No. 156-154-05;
JDK Partners, APN No. 156-163-14;
Chandler Real Properties, APN No. 156-163-15;
Ellis Avenue LLC, APN No. 156-154-04; and
SFII Fountain Valley LLC, APN No. 156-151-03
Under negotiation: Instruction to negotiator will concern price and terms of
payment.
RECONVENE IN REGULAR SESSION.
CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED
SESSION:
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS,
IF ANY:
0 812 312 01 7 OCSD Boad of Directors'Agenda Page 6 of 7
ADJOURNMENT:
Adjourn the Board meeting until the Regular Meeting of the Board of Directors
on September 27, 2017 at 6:00 p.m.
Accommodations for the Disabled: Meeting Rooms are wheelchair accessible. If you require any special disability
related accommodations, please contact the Orange County Sanitation District 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 the main gate of the Sanitation District's Administration Building located at 10844 Ellis
Avenue, Fountain Valley, California, and on the Sanitation District's website at www.ocsd.com, not less than 72
hours prior to the meeting date and time above. All public records relating to each agenda item,including any public
records distributed less than 72 hours prior to the meeting to all,or a majority of the Board of Directors,are available
for public inspection in the office of 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.
NOTICE TO DIRECTORS: To place items on the agenda for a Committee or Board Meeting, items must be
submitted to the Clerk of the Board 14 days before the meeting.
Kelly A.Lore
Clerk of the Board
(714)593-7433
klomiotocsd.com
For any questions on the agenda, Committee members may contact staff at:
General Manager Jim Herberg (714)593-7300 iherberg[c),ocsd.com
Assistant General Manager Bob Ghirelli (714)593-7400 mhirelliRocsd.com
Director of Engineering Rob Thompson (714)593-7310 rthomnsonrolocsd.com
Director of Environmental Services Jim Colston (714)593-7450 icolstonaocsd.com
Director of Finance and Lorenzo Tyner (714)593-7550 INneraocsd.cem
Administrative Services
Director of Human Resources Celia Chandler (714)593-7202 cchandlerrrpomd.com
Director of Operations 8 Maintenance Ed Torres 714 593-7080 etorres omd.com
08/23/2017 OCSD Board of Directors'Agenda Page 7 of
ITEM NO. 1
Orange County Sanitation District
MINUTES
BOARD MEETING
July 26, 2017
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Administration Building
10844 Ellis Avenue
Fountain Valley, California 92708-7018
07/2612017 Minutes of Board Meeting Page 1 of 12
ROLL CALL
A regular meeting of the Board of Directors of the Orange County Sanitation District was
called to order by Board Chairman Greg Sebourn on July 26, 2017, at 6:06 p.m., in the
Administration Building. Chair Sebourn delivered the invocation and led the Pledge of
Allegiance.
The Clerk of the Board declared a quorum present as follows:
ACTIVE DIRECTORS ALTERNATE DIRECTORS
X Gregory Sebourn, Chair Jesus Silva
X Denise Barnes Lucille Kring
X Allan Bernstein Chuck Puckett
X Robert Collacott Diana Fascenslli
X Ellery Deaton Sandra Massa-Lavitt
X Barbara Delgleize Erik Peterson
X James M. Ferryman Bob Ooten
X Phil Hawkins Brooke Jones
X Steven Jones Kris Beard
X Peter Kim Gerard Goedhart
X At Kdppner Charlie Nguyen
X Richard Murphy Warren Kusumoto
X Steve Nagel Cheryl Brothers
A Glenn Parker Cecilia Hupp
X Scott Peotter Brad Avery
X Tim Shaw Michael Blazey
X David Shawver Carol Warren
X Fred Smith Virginia Vaughn
A Teresa Smith Mark Murphy
X Michelle Steel Shawn Nelson
X Sal Tinajero David Benavides
X Donald Wagner Lynn Schott
X Chad Wanks Ward Smith
X John Withers Douglas Reinhart
X Mariellen Yarc Stacy Berry
STAFF MEMBERS PRESENT: Jim Herberg, General Manager; Bob Ghirelli, Assistant
General Manager; Celia Chandler, Director of Human Resources; Jim Colston, Director
of Environmental Services; Ed Torres, Director of Operations and Maintenance; Rob
Thompson, Director of Engineering; Lorenzo Tyner, Director of Finance &Administrative
Services; Kelly Lore, Clerk of the Board; Janine Aguilar; Gilbert Barela; Jennifer Cabral;
Dean Fisher; Lisa Frigo; At Garcia; Tom Grant; Tina Knapp; Kathy Millea; Jeff Mohr;
Andrew Nau; and Man Nguyen.
07/26/2017 Minutes of Board Meeting Page 2 of 12
OTHERS PRESENT: Brad Hogin (General Counsel); Natalie Medvedev, Art Perry
(CMSD); Alternate Directors, Jesus Silva (Fullerton) and Bob Ooten (CMSD); and Kevin
Turner and John Gallivan, Cushman & Wakefield.
PUBLIC COMMENTS:
No public comments were provided.
SPECIAL PRESENTATIONS:
None.
REPORTS:
Chair Sebourn announced that the State of the District will be held Friday, November 17,
2017 at 8:00 a.m. at Mile Square Park Golf Course.
General Manager Jim Herberg announced that the Operations and Administration
Committees will be dark in August and encouraged the Directors to sign up for the
upcoming Orange County Leadership Symposium to be held each Friday from
October 6— November 3.
CONSENT CALENDAR:
1. APPROVAL OF MINUTES (Clerk of the Board)
MOVED, SECONDED, AND DULY CARRIED TO: Approve the minutes of the
Regular Joint Meeting of the Board of Directors and Financing Corporation Meeting
held on June 28, 2017.
AYES: Barnes; Collacott; Deaton; Delgleize; Ferryman; Hawkins;
Jones; Kim; Krippner; R. Murphy; Nagel; Peotter, Seboum;
Shaw; Shawver; F. Smith; Steel; Wagner; Wanke; Withers;
and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Bernstein; Parker; T. Smith; and Tinajero
RECEIVE AND FILE: These items require no action; and without objection, will be so ordered by the
Board Chair.
2. COMMITTEE MINUTES (Clerk of the Board)
Received and filed the approved minutes of the following committees:
A. Operations Committee Meeting of June 7, 2017
B. Legislative and Public Affairs Committee Meeting of June 12, 2017
C. Administration Committee Meeting of June 14, 2017
07/26/2017 Minutes of Board Meeting Page 3 of 12
D. Steering Committee Meeting of May 24, 2017
3. REPORT OF THE INVESTMENT TRANSACTIONS FOR THE MONTH OF
JUNE 2017 (Lorenzo Tyner)
Received and filed the report of the Investment Transactions for the month of
June 2017.
OPERATIONS COMMITTEE:
4. DIGESTER CLEANING CONTRACT (Ed Torres)
MOVED, SECONDED, AND DULY CARRIED TO:
A. Approve a Service Contractwith Synagro-WWT, Inc., the lowest responsive
and responsible bidder, for Digester Cleaning, Specification No.
S-2017-82413D, for an 18-month period beginning September 1, 2017
through February 28, 2019, for an amount not to exceed $3,953,958 with
four (4) additional 18-month renewal options; and
B. Approve a contingency of$395,396 (10%) aggregately per contract period.
AYES: Barnes; Collacott; Deaton; Delgleize; Ferryman; Hawkins;
Jones; Kim; Krippner; R. Murphy; Nagel; Peotter; Seboum;
Shaw; Shawver; F. Smith; Steel; Wagner; Wanks; Withers;
and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Bernstein; Parker; T. Smith; and Tinajero
5. LIGHT DUTY TRUCK COOPERATIVE PROCUREMENT WITH NATIONAL
AUTO FLEET GROUP (Ed Torres)
MOVED, SECONDED, AND DULY CARRIED TO: Approve the purchase of four
light duty trucks using the National Joint Powers Alliance cooperative Contract
Number 120716-NAF with National Auto Fleet Group for a total cost of $148,000
in accordance with Ordinance No. OCSD-47, Section 2.03(B), Cooperative
Purchases.
AYES: Barnes; Collacott; Deaton; Delgleize; Ferryman; Hawkins;
Jones; Kim; Krippner; R. Murphy; Nagel; Peotter, Seboum;
Shaw; Shawver; F. Smith; Steel; Wagner; Wanke; Withers;
and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Bernstein; Parker; T. Smith; and Tinajero
07/2W2017 Minutes of Board Meeting Page 4 of 12
6. PURCHASE OF SODIUM HYPOCHLORITE, SPECIFICATION NO.
C-2017-853BD (Ed Torres)
MOVED, SECONDED, AND DULY CARRIED TO:
A. Award an Agreement to JCI Jones Chemicals, Inc. for the purchase of
sodium hypochlorite (bleach), Specification No. C-2017-853BD, for the
period September 1, 2017 through August 31, 2018, for a unit price of
$0.51/gallon delivered, plus applicable sales tax, for an estimated annual
amount of$626,726.25, with four (4) one-year renewal options; and
B. Approve a (10%) unit price contingency.
AYES: Barnes; Collacott; Deaton; Delgleize; Ferryman; Hawkins;
Jones; Kim; Krippner; R. Murphy; Nagel; Peotter, Seboum;
Shaw; Shawver; F. Smith; Steel; Wagner; Wanks; Withers;
and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Bernstein; Parker; T. Smith; and Tinajero
7. REPAIR & REFURBISHMENT OF TWO CENTRAL GENERATION
ELECTRICAL GENERATORS, SPECIFICATION NO. 5-2017-85OBD (Ed Torres)
MOVED, SECONDED, AND DULY CARRIED TO:
A. Approve a Service Contract to R.A. Reed Electric Company, the lowest
responsive and responsible bidder, for Repair & Refurbishment of two
Central Generation Electrical Generators, Specification No. S-2017-85013D,
for an amount not to exceed $424,538.62; and
B. Approve a contingency of$84,908 (20%).
AYES: Barnes; Collacott; Deaton; Delgleize; Ferryman; Hawkins;
Jones; Kim; Krippner; R. Murphy; Nagel; Peotter; Seboum;
Shaw; Shawver; F. Smith; Steel; Wagner; Wanks; Withers;
and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Bernstein; Parker; T. Smith; and Tinajero
8. STORMWATER MASTER PLAN — PROJECT NO. PS16-01 (Rob Thompson)
MOVED, SECONDED, AND DULY CARRIED TO:
A. Approve a Professional Services Agreement with Michael Baker
International, Inc. to provide engineering services for the Stormwater
Master Plan, Project No. PS16-01, for an amount not to exceed $715,300;
and
B. Approve a contingency of$71,530 (10%).
07/26/2017 Minutes of Board Meeting Page 5 of 12
AYES: Barnes; Collacott; Deaton; Delgleize; Ferryman; Hawkins;
Jones; Kim; Krippner; R. Murphy; Nagel; Peotter; Seboum;
Shaw; Shawver; F. Smith; Steel; Wagner; Wanke; Withers;
and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Bernstein; Parker; T. Smith; and Tinajero
9. CEQA PLAN 2017— MASTER CONTRACT NO. CEQA PLAN2017-00
(Rob Thompson)
MOVED, SECONDED, AND DULY CARRIED TO:
A. Approve annual Professional Services Agreements with HDR
Engineering, Inc.; Michael Baker International; Helix Environmental
Planning, Inc.; ESA; AECOM; and LSA; Master Contract No. CEQA
PLAN2017-00, with a maximum annual fiscal year contract limitation not to
exceed $400,000 for each Professional Services Agreement; and
B. Approve two additional one-year optional extensions.
AYES: Barnes; Collacott; Deaton; Delgleize; Ferryman; Hawkins;
Jones; Kim; Krippner; R. Murphy; Nagel; Peotter; Seboum;
Shaw; Shawver; F. Smith; Steel; Wagner; Wanke; Withers;
and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Bernstein; Parker; T. Smith; and Tinajero
10. SLUDGE DEWATERING AND ODOR CONTROL AT PLANT NO. 1, PROJECT
NO. P1-101 (Rob Thompson)
MOVED, SECONDED, AND DULY CARRIED TO: Approve a contingency
increase of $5,718,000 (4.5%) to the construction contract with W.M. Lyles
Company for Sludge Dewatering and Odor Control at Plant No. 1, Project No. P1-
101, for a total contingency amount of$9,518,000 (7.5%).
AYES: Barnes; Collacott; Deaton; Delgleize; Ferryman; Hawkins;
Jones; Kim; Krippner; R. Murphy; Nagel; Peotter; Seboum;
Shaw; Shawver; F. Smith; Steel; Wagner; Wanke; Withers;
and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Bernstein; Parker; T. Smith; and Tinajero
07/26/2017 Minutes of Board Meeting Page 6 of 12
11. REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND
PAVING AREA, CONTRACT NO. P1-115B (Rob Thompson)
MOVED, SECONDED, AND DULY CARRIED TO:
A. Receive and file bid tabulation and recommendation;
B. Award a construction contract to ODC Engineering and Technology for
Rehabilitation of Fleet Services Building, Building 8 and Paving Area,
Contract No. Pit-115B, part of Title 24 Access Compliance and Building
Rehabilitation, Project No. P1-115, for a total amount not to exceed
$2,235,609;
C. Approve a contingency of$223,563 (10%); and
D. Approve a budget increase of$791,000 for Title 24 Access Compliance and
Building Rehabilitation, Project No. P1-115, for a total budget amount of
$18,400,000.
AYES: Barnes; Collacott; Deaton; Delgleize; Ferryman; Hawkins;
Jones; Kim; Krippner; R. Murphy; Nagel; Peotter; Seboum;
Shaw; Shawver; F. Smith; Steel; Wagner; Wanke; Withers;
and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Bernstein; Parker; T. Smith; and Tinajero
ADMINISTRATION COMMITTEE:
Committee Chair Wanke announced that at the Administration Committee meeting of
July 12, information regarding MOU's and benefits in relation to Item No. 12 were
requested. He informed the Board that an informational item will be brought forward at a
future Administration Committee meeting to address these items.
12. 2018 BENEFITS INSURANCE RENEWAL (Celia Chandler)
MOVED, SECONDED, AND DULY CARRIED TO: Approve the Orange County
Sanitation District 2018 Benefits Insurance Renewal for the not-to-exceed
amounts specified below:
A. Employee Benefit Specialists (medical, dental, and vision plans; Employee
Assistance Program [EAP])— not-to-exceed $10,507,891;
B. Prudential (basic life, short- and long-term disability) — not-to-exceed
$598,011; and
C. The Standard (EMT & Manager disability)— not-to-exceed $30,000.
AYES: Barnes; Collacott; Deaton; Delgleize; Ferryman; Hawkins;
Jones; Kim; Krippner; R. Murphy; Nagel; Peotter, Seboum;
Shaw; Shawver; F. Smith; Steel; Wagner; Wanke; Withers;
and Yarc
NOES: None
07/26/2017 Minutes of Board Meeting Page 7 of 12
ABSTENTIONS: None
ABSENT: Bernstein; Parker; T. Smith; and Tinajero
13. INDEPENDENT FINANCIAL AUDITORS' COMMUNICATION LETTER FOR
THE AUDIT OF THE ORANGE COUNTY SANITATION DISTRICT FINANCIAL
STATEMENTS AS OF AND FOR THE YEAR ENDED JUNE 30, 2017
(Lorenzo Tyner)
MOVED, SECONDED, AND DULY CARRIED TO: Receive and file the
Communication Letter dated June 15, 2017 prepared by the Orange County
Sanitation District's independent financial auditors, Macias Gin! & O'Connell LLP
(MGO).
AYES: Barnes; Collacott; Deaton; Delgleize; Ferryman; Hawkins;
Jones; Kim; Krippner; R. Murphy; Nagel; Peotter; Seboum;
Shaw; Shawver; F. Smith; Steel; Wagner; Wanke; Withers;
and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Bernstein; Parker; T. Smith; and Tinajero
14. SETTLEMENT AGREEMENT FOR CHARGES AND FEES OWED BY ONE
INDUSTRIAL WASTEWATER DISCHARGE PERMITTEE (Lorenzo Tyner)
MOVED, SECONDED, AND DULY CARRIED TO: Approve the settlement
agreement negotiated by the General Manager for the collection of charges owed
for sanitary sewer service charges, plus interest of 6.00%, with Thompson Energy
Resources, LLC, in a form approved by General Counsel.
AYES: Barnes; Collacott; Deaton; Delgleize; Ferryman; Hawkins;
Jones; Kim; Krippner; R. Murphy; Nagel; Peotter; Seboum;
Shaw; Shawver; F. Smith; Steel; Wagner; Wanke; Withers;
and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Bernstein; Parker; T. Smith; and Tinajero
15. DEFERRED PAYMENT AGREEMENT FOR CHARGES AND FEES OWED BY
ONE INDUSTRIAL WASTEWATER DISCHARGE PERMITTEE (Lorenzo Tyner)
MOVED, SECONDED, AND DULY CARRIED TO: Approve the deferred payment
agreement negotiated by the General Manager for the collection of all charges and
fees owed for sanitary sewer service charges, plus interest of 6.00% per annum,
with Aseptic Technology, LLC, in a form approved by General Counsel.
AYES: Barnes; Collacott; Deaton; Delgleize; Ferryman; Hawkins;
Jones; Kim; Krippner; R. Murphy; Nagel; Peotter; Seboum;
07/28/2017 Minutes of Board Meeting Page 8 of 12
Shaw; Shawver; F. Smith; Steel; Wagner; Wanke; Withers;
and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Bernstein; Parker; T. Smith; and Tinajero
STEERING COMMITTEE:
16. TITLE XVI BUREAU OF RECLAMATION FUNDING OPPORTUNITY FOR
(SP-173) THE EFFLUENT REUSE STUDY PROJECTS (Robert Ghirelli)
Assistant General Manager Bob Ghirelli provided a brief overview of this funding
opportunity and history of previously submitted grant applications.
MOVED. SECONDED, AND DULY CARRIED TO: Adopt Resolution No. OCSD
17-12 entitled, "A Resolution of the Board of Directors of the Orange County
Sanitation District approving and authorizing the application for the Title XVI Water
Recycling Projects under the Water Infrastructure Improvements for the Nation
(WIIN) Act Effluent Reuse Feasibility Studies Program Grant funds and the
execution of grant documents with the United States Department of the Interior,
Bureau of Reclamation."
AYES: Barnes; Collacott; Deaton; Delgleize; Ferryman; Hawkins;
Jones; Kim; Krippner; R. Murphy; Nagel; Peotter; Seboum;
Shaw; Shawver; F. Smith; Steel; Wagner; Wanke; Withers;
and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Bernstein; Parker; T. Smith; and Tinajero
Director Tinajero arrived at 6:14 p.m.
17. ORANGE COUNTY SANITATION DISTRICT RESPONSE TO GRAND JURY
REPORT (Jim Herberg)
Mr. Herberg provided a history and overview of this item. He also stated that the
County of Orange and Orange County Fire Authority were also mentioned in the
Grand Jury report in response to a question regarding other agencies that are
contracted with Orange County Employees Retirement System.
MOVED, SECONDED, AND DULY CARRIED TO:
A. Approve the Orange County Sanitation District Response to the Orange
County Grand Jury Report entitled "Pension Enhancements: A Question of
Government Code Compliance" published May 17, 2017; and
B. Adopt Resolution No. OCSD 17-13 entitled: "A Resolution of the Board of
Directors of the Orange County Sanitation District establishing a procedure
07/26/2017 Minutes of Board Meeting Page 9 of 12
to ensure compliance with Government Code section 7507 transparency
requirements"
AYES: Barnes; Collacott; Deaton; Delgleize; Ferryman; Hawkins;
Jones; Kim; Krippner; R. Murphy; Nagel; Peotter, Seboum;
Shaw; Shawver; F. Smith; Steel; Tinajero; Wagner; Wanke;
Withers; and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Bernstein; Parker; and T. Smith
Director Bernstein arrived at 6:15 p.m.
AB 1234 REPORTS:
Director Ferryman stated that he will attend a Border Committee meeting this week and
reported on the recent Groundwater Replenishment System Steering Committee meeting
where the next steps for final expansion were discussed.
CLOSED SESSION:
CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE
SECTIONS 54956.9(d)(4). 54956.8 & 54956.9(d)(1):
The Board convened in closed session at 6:23 p.m. to discuss four items. Confidential
minutes of the Closed Session have been prepared in accordance with the above
Government Code Sections and are maintained by the Clerk of the Board in the Official
Book of Confidential Minutes of Board and Committee Closed Session Meetings.
Director Nagel recused himself and left the meeting during discussion on Item CS-1 A and
Item CS-2.
Director Wagner left the meeting at 6:29 p.m.
RECONVENED IN REGULAR SESSION:
The Board reconvened in regular session at 6:41 p.m.
CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED
SESSION:
General Counsel Brad Hogin reported the following in regard to Item CS-3: The Board of
Directors unanimously approved (by the following vote) a Settlement Agreement in the
matter of City of Los Angeles v. County of Kern. The terms of the settlement are as
follows: Kern will not appeal the decision by the Tulare Superior Court; the 2003
Ordinance will remain in effect; permit decisions will be made according to objective
criteria; Kern will prepare an EIR, but will collaborate with the plaintiffs sanitation
07/26/2017 Minutes of Board Meeting Page 10 of 12
agencies; City of Los Angeles' Green Acres farm is determined to be lawful; and the
decision will have collateral estoppel and res judicata effect on any future disputes
between the parties.
AYES: Barnes; Bernstein; Collacott; Deaton; Delgleize; Ferryman;
Hawkins; Jones; Kim; Krippner; R. Murphy; Nagel; Peotter;
Sebourn; Shaw; Shawver; F. Smith; Steel; Tinajero; Wanke;
Withers; and Yarc
NOES: None
ABSTENTIONS: None
ABSENT: Parker; T. Smith; and Wagner
Item No. 18 was heard prior to Closed Session, but was voted on after Closed Session.
18. APPRAISAL TO ACQUIRE REAL PROPERTY (Rob Thompson)
Director of Engineering Rob Thompson provided an informative PowerPoint
Presentation regarding this item, including the target and progress of the project
and acquisition history. Mr. Thompson requested that the vote for this item be
taken after a related Closed session item was heard.
MOVED. SECONDED, AND DULY CARRIED TO: Authorize the General
Manager to enter into an agreement with George, Hamilton, Jones, Inc. Real
Estate Appraisers & Consultants to conduct an appraisal of real property located
at 18429 Pacific Street,18410-18436 Bandilier Circle, and 18368-18375 Bandilier
Circle to prepare the Sanitation District to initiate negotiations to acquire the same
property in compliance with Government Code section 7267.1.
AYES: Barnes; Bernstein; Collacott; Deaton; Delgleize; Ferryman;
Hawkins; Jones; Kim; Krippner; Peotter; Seboum; Shaw;
Shawver; F. Smith; Tinajero; Wanks; Withers; and Yarc
NOES: Steel
ABSTENTIONS: R. Murphy and Nagel
ABSENT: Parker; T. Smith; and Wagner
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS,
IF ANY:
None.
07/2W2017 Minutes of Board Meeting Page 11 of 12
ADJOURNMENT:
At 6:51 p.m. Chair Sebourn adjourned the meeting until the Regular Meeting of the Board
of Directors on August 23, 2017 at 6:00 p.m.
Submitted by:
Kelly A. Lore
Clerk of the Board
07/2W2017 Minutes of Board Meeting Page 12 of 12
ITEM NO. 2
MINUTES OF THE MEETING
GROUNDWATER REPLENISHMENT SYSTEM STEERING COMMITTEE
Monday, April 10, 2017
OCSD Director Sebourn called the Groundwater Replenishment System Steering Committee
meeting to order in the Boardroom at the District office. Following the Pledge of Allegiance to
the flag, the Secretary called the roll and reported a quorum.
Committee Members
Greg Sebourn - Chair
Roger Yoh -Vice Chair
James Ferryman
Cathy Green
Steve Jones (Absent)
Phil Anthony
Alternates
Donald Wagner(Absent)
Phil Hawkins
Tim Shaw
Denis Bilodeau
James Vanderbilt (Absent)
Dina Nguyen (Absent)
OCWD Staff OCSD Staff
Mike Markus Jim Herberg
Bill Dunivin Jennifer Cabral
Christina Fuller Assistant District Secretary Others
Debbie Burris-DDB En ineerin
CONSENT CALENDAR
The Consent Calendar was approved upon motion by Director Green, seconded by Director
Ferryman and carried [6-0] as follows.
[Yes— Seboum, Ferryman, Green, Hawkins, Shaw, Bilodeau/No- 0]
1. Minutes of Previous Meeting
The minutes of the GWRS Steering Committee meeting held January 30, 2017 are
approved as presented.
INFORMATIONAL ITEMS
2. GWRS Operating Budget Summary
Director of Water Production Mehul Patel reminded the Committee that the Joint Exercise of
Powers Agreement between OCWD and OCSD governs the operation of the Groundwater
Replenishment System (GWRS) and requires OCWD to prepare and submit its annual
operating budget for the GWRS to OCSD. He stated that as part of this agreement is a
requirement to report the OCWD annual budget for operations, maintenance, and capital
expenditures for the GWRS to OCSD. Mr. Patel reviewed the Water Production department
work plan and a proposed Fiscal Year 17-18 line-item department budget. He stated the
budget would be submitted to the OCWD Board of Directors for its consideration at the April
2017 Board meeting.
Director Yoh arrived during discussion of the following item.
3. GWRS Operations Update
Executive Director William Dunivin stated the average daily average production for the quarter
January through March 2017 was 82.40 mgd. He advised that OCSD staff is working to
optimize flow availability while OCWD staff works on operational strategies to make as much
water as possible. He reported the GWRS treatment plant has been operating satisfactorily.
Mr. Dunivin stated that OCWD recently replaced the membranes in six RO subunits this fiscal
year with the work being completed at the end of March 2017 and replacement of these
membranes should result in improved water quality as well as lower RO operating energy
costs. OCSD General Manager Jim Herberg updated the committee on the Steve Anderson Lift
Station (SALS) output.
4. Update on GWRS Final Expansion
GWRS Program Manager Sandy Scott-Roberts reported The GWRS Final Expansion Project
has been approved by both the OCSD and OCWD Board of Directors. She stated that both
agencies have issued Request for Proposals (RFPs) for the design phase of the GWRS Final
Expansion Project.
5. Quarterly Outreach Report rJanuary— March 20171
Mr. Patel advised the outreach report is included in the packet. OCSD's Public Affairs
Supervisor Jennifer Cabral provided a report of activities related to GWRS bottled water
outreach.
'Director Anthony arrived at the end of the meeting.
ADJOURNMENT
There being no further business to come before the Committee, the meeting was adjourned at
5:30 p.m.
O SD VreWor Greg Sebouy , Chair
2
MINUTES OF THE
STEERING COMMITTEE
Orange County Sanitation District
Wednesday, June 28, 2017 at 5:00 p.m.
A regular meeting of the Steering Committee of the Orange County Sanitation
District was called to order by Chair Sebourn on Wednesday, June 28, 2017 at
5:02 p.m. in the Administration Building of the Orange County Sanitation District.
A quorum was declared present, as follows:
COMMITTEE MEMBERS PRESENT: STAFF PRESENT:
Greg Sebourn, Board Chair Jim Herberg, General Manager
David Shawver, Board Vice-Chair Bob Ghirelli,Assistant General Manager
Chad Wanks, Administration Committee Celia Chandler, Director of Human
Chair Resources
John Withers, Operations Committee Jim Colston, Director of Environmental
Chair Services
Ellery Deaton, Member-At-Large Rob Thompson, Director of Engineering
Tim Shaw, Member-At-Large Ed Torres, Director of Operations &
Maintenance
COMMITTEE MEMBERS ABSENT: Lorenzo Tyner, Director of Finance &
Donald Wagner, Member-At-Large Administrative Services
Kelly Lore, Clerk of the Board
Janine Aguilar
Mike Dorman
Al Garcia
Lori Karaguezian
Laurie Klinger
Tina Knapp
Mark Manzo
Kathy Millea
Jeff Mohr
OTHERS PRESENT:
Brad Hogin, General Counsel
PUBLIC COMMENTS:
No public comments were provided.
REPORTS:
Chair Sebourn announced the dates and times of the upcoming Legislative tours for
Assembly Member Sharon Quirk-Silva (July 26 at 9:00 a.m.); Assembly Member
0612812017 Steering Committee Minutes Page 1 a(3
Phillip Chen (August 4 at 1:30 p.m.); and Senator Josh Newman (August 2 at
1:00 p.m.) and reminded the Committee if their schedule allowed, to sign up to attend
one of the tours.
General Manager Herberg announced that tonight's Board of Directors meeting will
be provided via teleconference for at least one Director and explained the additional
requirements that will take place to remain legally compliant.
Mr. Herberg then provided a few highlights and accomplishments from the General
Manager's FY 2016-17 Work Plan Year-end Update.
CONSENT CALENDAR:
1. APPROVAL OF MINUTES (Clerk of the Board)
MOVED, SECONDED, AND DULY CARRIED TO: Approve Minutes of the
Regular Meeting of the Steering Committee held on May 24, 2017.
AYES: Deaton; Seboum; Shaw; Shawver;Wanks;and Withers
NOES: None
ABSTENTIONS: None
ABSENT: Wagner
2. GENERAL MANAGER'S FY 2016-2017 WORK PLAN YEAR-END
UPDATE
(Jim Herberg)
MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board
of Directors to: Receive and File the General Manager's FY 2016-2017 Work
Plan Year-End Update.
AYES: Deaton; Sebourn; Shaw; Shawver;Wanks;and Withers
NOES: None
ABSTENTIONS: None
ABSENT: Wagner
CLOSED SESSION:
CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE
SECTIONS 54956.8 8: 54957(b)(1):
The Committee convened in closed session at 5:07 p.m. to discuss two items.
Confidential minutes of the Closed Session have been prepared in accordance with
the above Government Code Sections and are maintained by the Clerk of the Board
in the Official Book of Confidential Minutes of Board and Committee Closed Session
Meetings.
06I20/2017 Steering Canmitlee Mina Page 2 of 3
RECONVENED IN REGULAR SESSION:
The Committee reconvened in regular session at 6:05 p.m.
CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED
SESSION:
General Counsel Brad Hogin did not provide a report.
OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA
ITEMS, IF ANY:
None.
ADJOURNMENT:
Chair Sebourn declared the meeting adjourned at 6:05 p.m. to the next Steering
Committee meeting to be held on Wednesday, July 26, 2017 at 5:00 p.m.
Submitted by:
_ r •
e or
CI k t he Board
O6@8/2017 Steering Committee Minutee Page 3 of 3
BOARD OF DIRECTORS Meeting Date TOBE.Or Dir.
oB/zs/v
AGENDA REPORT Item Item
3
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Lorenzo Tyner, Director of Finance and Administrative Services
SUBJECT: REPORT OF THE INVESTMENT TRANSACTIONS FOR THE MONTH OF
JULY 2017
GENERAL MANAGER'S RECOMMENDATION
Receive and file the report of the Investment Transactions for the month of July 2017.
BACKGROUND
The CA Government Code requires that a monthly report of investment transactions be
provided to the legislative body. Attached is the monthly report of investment transactions
for the month ended July 31, 2017.
RELEVANT STANDARDS
• CA Government Code Section 53607
PRIOR COMMITTEE/BOARD ACTIONS
N/A
FINANCIAL CONSIDERATIONS
N/A
ATTACHMENT
The following attachment(s)is included in hard copy and may also be viewed on-line at the OCSD website
(wwwocsd.com) with the complete agenda package:
• Report of the Investment Transactions for the month ended July 31, 2017
Page 1 of 1
C." Orange County Sanitation District Consolidated Transaction Ledger
Account#10283 6/30/17 Thru 7/31/17
Transaction Settlement Acq/Disp Interest
,Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount GainfLoss
ACQUISITIONS
Purchase 07/02/2017 261908107 74,400.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 74,400.00 0.00 74,400.00 0.00
Purchase 07/05/2017 261908107 29,333.33 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 29,333.33 0.00 29,333.33 0.00
Purchase 07/05/2017 261908107 5,086.37 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 5,086.37 0.00 5,086.37 0.00
Purchase 07/05/2017 261908107 4,144.09 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 4,144.09 0.00 4,144.09 0.00
Purchase 07/06/2017 261908107 15,000,000.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 15,000,000.00 0.00 15,000,000.00 0.00
Purchase 07/06/2017 313397LC3 2,000,000.00 FHLMC Discount Nate 99.845 1.01 % 1,996,904.44 0.00 1,996,904.44 0.00
1%Due 8/31/2017
Purchase 07/06/2017 912796LUl 5,000,000.00 US Treasury Bill 99.795 0.97% 4,989,738.65 0.00 4,989,738.65 0.00
0.96%Due 9/21/2017
Purchase 07/07/2017 06538BYBO B640,000.00 Bank of Tokyo Mitsubishi NV Discount CP 99.542 1.35% 6,609,581.42 0.00 6,609,581.42 0.00
1.33%Due 1118/2017
Purchase 07/07/2017 06538BYBD 1,245,000.00 Bank of Tokyo Mitsubishi NV Discount CP 99.542 1.35% 1,239,296.52 0.00 1,239,296.52 0.00
1.33%Due 1118/2017
Purchase 07/07/2017 261908107 6,345,000.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 6,345,000.00 0.00 6,345,000.00 0.00
Purchase 07/07/2017 261908107 1,705,000.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 1,705,000.00 0.00 1,705,000.00 0.00
Purchase 07/07/2017 261908107 10,708.59 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 10,708.59 0.00 10,708.59 0.00
Purchase 07/09/2017 261908107 55,000.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 55,000.00 0.00 55,000.00 0.00
Purchase 07/12/2017 261908107 18,750.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 18,750.00 0.00 18,750.00 0.00
Purchase 07/13/2017 261908107 1,012,133.33 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 1,012,133.33 0.00 1,012,133.33 0.00
Purchase 07/13/2017 912828H37 2,500,000.00 US Treasury Note 99.871 1.13% 2,496,785.73 10,816.64 2,507,602.37 0.00
0.875%Due 11152018
Purchase 07/14/2017 261908107 43,750.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 43,750.00 0.00 43,750.00 0.00
Purchase 07/14/2017 261908107 10,000,000.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 10,000,000.00 0.00 10,000,000.00 0.00
Purchase 07/14/2017 313385JX5 1,000,000.00 FHLB Discount Note 99.947 1.01 % 999,472.22 0.00 999,472.22 0.00
1%Due 8/2/2017
Purchase 07/14/2017 912796LUl 5,000,000.00 US Treasury Bill 99.826 0.92% 4,991,298.33 0.00 4,991,298.33 0.00
0.91%Due 9/21/2017
Purchase 07/15/2017 261908107 6,696.37 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 6,696.37 0.00 6,696.37 0.00
Purchase 07/15/2017 261908107 40,937.50 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 40,937.50 0.00 40,937.50 0.00
Purchase 07/16/2017 261908107 24,375.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 24,375.00 0.00 24,375.00 0.00
Purchase 07/16/2017 261908107 11,837.50 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 11,837.50 0.00 11,837.50 0.00
Purchase 07/17/2017 261908107 3,657.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 3,657.00 0.00 3,657.00 0.00
Purchase 07/17/2017 261908107 1,204.79 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 1,2M.79 0.00 1,2M.79 0.00
Purchase 07/17/2017 261908107 2,096.58 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 2,096.58 0.00 2,096.58 0.00
Chandler Asset Management-CONFIDENTIAL Page 1 Execution Time:WM017 9:29:05 AM
C." Orange County Sanitation District Consolidated Transaction Ledger
Account#10283 6/30/17 Thru 7/31/17
Transaction Settlement Acq/Disp Interest
,Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount GainfLoss
ACQUISITIONS
Purchase 07/17/2017 261908107 121,281.31 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 121,281.31 0.00 121,281.31 0.00
Purchase 07/17/2017 261908107 1,762.50 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 1,762.50 0.00 1,762.50 0.00
Purchase 07/17/2017 261908107 2,742.67 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 2,742.67 0.00 2,742.67 0.00
Purchase 07/17/2017 261908107 229,688.46 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 229,688.46 0.00 229,688.46 0.00
Purchase 07/17/2017 261908107 1,672.13 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 1,672.13 0.00 1,672.13 0.00
Purchase 07/17/2017 261908107 174,001.93 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 174,001.93 0.00 174,001.93 0.00
Purchase 07/17/2017 261908107 196,067.53 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 196,067.53 0.00 196,067.53 0.00
Purchase 07/17/2017 261908107 1,671.31 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 1,671.31 0.00 1,671.31 0.00
Purchase 07/17/2017 261908107 21.57 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 21.57 0.00 21.57 0.00
Purchase 07/17/2017 92826CAA0 1,000,000.00 Visa Inc Note 99.970 1.27% 999,700.00 1,100.00 1,000,800.00 0.00
1.2%Due 12114/2017
Purchase 07/18/2017 261908107 49,725.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 49,725.00 0.00 49,725.00 0.00
Purchase 07/18/2017 261908107 6,542.U6 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 6,542.06 0.00 6,542.06 0.00
Purchase 07/18/2017 261908107 1,162,000.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 1,162,000.00 0.00 1,162,000.00 0.00
Purchase 07/18/2017 261908107 30,401.05 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 30,401.05 0.00 30,401.05 0.00
Purchase 07/18/2017 261908107 227,049.70 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 227,049.70 0.00 227,049.70 0.00
Purchase 07/18/2017 458140AL4 1,000,000.00 Intel Corp Note 100.016 1.31 % 1,000,160.00 1,237.50 1,001,397.50 0.00
1.35%Due 12/15/2017
Purchase 07/18/2017 47788BABO 960,000.00 John Deere Owner Trust 2017-B A2A 99.991 1.61 % 959,916.58 0.00 959,916.58 0.00
1.59%Due 4/15/2020
Purchase 07/18/2017 47788BAD6 675,000.00 John Deere Owner Trust 2017-B A3 99.993 1.83% 674,950.59 0.00 674,950.59 0.00
1.82%Due 10115/2021
Purchase 07/18/2017 69372AVH2 2,000,000.00 Paccar Financial Discount CP 99.908 1.13% 1,998,150.00 0.00 1,998,150.00 0.00
1.11%Due 8/17/2017
Purchase 07/19/2017 261908107 1,900,000.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 1,900,000.00 0.00 1,900,000.00 0.00
Purchase 07/19/2017 89233GN/79 2,500,000.00 Toyota Mawr Credit Discount CP 99.776 1.17% 2,494,409.72 0.00 2,494,409.72 0.00
1 A 5%Due 9/27/2017
Purchase 07/20/2017 261908107 239.37 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 239.37 0.00 239.37 0.00
Purchase 07/20/2017 261908107 294.63 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 294.63 0.00 294.63 0.00
Purchase 07/20/2017 261908107 1,757.82 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 1,757.82 0.00 1,757.82 0.00
Purchase 07/20/2017 261908107 218.25 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 218.25 0.00 218.25 0.00
Purchase 07/20/2017 261908107 3,601.20 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 3,501.20 0.00 3,501.20 0.00
Purchase 07/20/2017 261908107 14,075.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 14,075.00 0.00 14,075.00 0.00
Chandler Asset Management-CONFIDENTIAL Page 2 Execution Time:912/2017 9:29:05 AM
C." Orange County Sanitation District Consolidated Transaction Ledger
Account#10283 6/30/17 Thru 7/31/17
Transaction Settlement Acq/Disp Interest
,Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount GainfLoss
ACQUISITIONS
Purchase 07/20/2017 261908107 5,000,000.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 5,OODp00.00 0.00 5,000,000.00 0.00
Purchase 07/20/2017 912796111 5,000,000.00 US Treasury Bill 99.983 0.91 % 4,999,130.35 0.00 4,999,130.35 0.00
0.89%Due 7/27/2017
Purchase 07/2la017 261908107 10,000,000.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 10,000,000.00 0.00 10,000,000.00 0.00
Purchase 07/21/2017 261908107 2,230.58 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 2,230.58 0.00 2,230.58 0.00
Purchase 07/21/2017 313385JX5 700,000.00 FHLB Discount Note 99.967 1.00% 699,769.00 0.00 699,769.00 0.00
0.99%Due 8/212017
Purchase 07/21/2017 313385MAl 7,500,000.00 FHLB Discount Note 99.821 1.04% 7,486,546.88 0.00 7,486,546.88 0.00
1.02%Due 9/22/2017
Purchase 07/22/2017 261908107 65,000.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 65,000.00 0.00 65,000.00 0.00
Purchase 07/23/2017 261908107 22,500.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 22,500.00 0.00 22,500.00 0.00
Purchase 07/24/2017 313385JX6 2,700,000.00 FHLB Discount Note 99.975 1.00% 2,699,331.75 0.00 2,699,331.75 0.00
0.99%Due 8/2/2017
Purchase 07/25/2017 261908107 5,655.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 5,656.00 0.00 5,656.00 0.00
Purchase 07/25/2017 261908107 1,500,000.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 1,500,000.00 0.00 1,500,000.00 0.00
Purchase 07/25/2017 261908107 6,649.46 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 6,649.46 0.00 6,649.46 0.00
Purchase 07/25/2017 261908107 1,724.37 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 1,724.37 0.00 1,724.37 0.00
Purchase 07/25/2017 261908107 236.94 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 236.94 0.00 236.94 0.00
Purchase 07/25/2017 261908107 4,615.56 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 4,615.56 0.00 4,615.56 0.00
Purchase 07/25/2017 261908107 1,682.30 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 1,682.30 0.00 1,682.30 0.00
Purchase 07/25/2017 261908107 414.12 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 414.12 0.00 414.12 0.00
Purchase 07/25/2017 261908107 5,613.83 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 5,613.83 0.00 5,613.83 0.00
Purchase 07/25/2017 261908107 3,188.25 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 3,188.25 0.00 3,188.25 0.00
Purchase 07/25/2017 261908107 4,041.85 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 4,041.85 0.00 4,041.85 0.00
Purchase 07/25/2017 261908107 414.57 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 414.57 0.00 414.57 0.00
Purchase 07/25/2017 261908107 4,632.69 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 4,632.69 0.00 4,632.69 0.00
Purchase 07/25/2017 261908107 841.59 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 841.59 0.00 841.59 0.00
Purchase 07/25/2017 261908107 208.04 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 208.04 0.00 208.04 0.00
Purchase 07/25/2017 261908107 9,343.72 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 9,343.72 0.00 9,343.72 0.00
Purchase 07/25/2017 261908107 585.48 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 585.48 0.00 585.48 0.00
Purchase 07/25/2017 261908107 232.30 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 232.30 0.00 232.30 0.00
Purchase 07/25/2017 30231GAL6 1,000,000.00 Exxon Mobil Corp Note 99.962 1.37% 999,620.00 5,038.75 1,004,658.75 0.00
1.305%Due 3/6/2018
Chandler Asset Management-CONFIDENTIAL Page 3 Execution Time:9/2/2017 9:29:05 AM
C." Orange County Sanitation District Consolidated Transaction Ledger
Account#10283 6/30/17 Thru 7/31/17
Transaction Settlement Acq/Disp Interest
Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount Gain/Loss
ACQUISITIONS
Purchase 07/25/2017 313385JX5 1,100,000.00 FHLB Discount Note 99.978 1.01 % 1,099,755.56 0.00 1,099,755.56 0.00
1%Due 8/2/2017
Purchase 07/26/2017 261908107 50,000.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 50,000.00 0.00 50,000.00 0.00
Purchase 07/26/2017 261908107 19,800,000.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 19,800,000.00 0.00 19,800,000.00 0.00
Purchase 07/26/2017 912828XW5 5,000,000.00 US Treasury Note 99.469 1.86% 4,973,454.25 6,182.06 4,979,636.31 0.00
1.75%Due 6/30/2022
Purchase 07/27/2017 261908107 5,000,000.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 5,000,000.00 0.00 5,000,000.00 0.00
Purchase 07/28/2017 261908107 77,000.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 77,000.00 0.00 77,000.00 0.00
Purchase 07/28/2017 261908107 35,000.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 35,000.00 0.00 35,000.00 0.00
Purchase 07/28/2017 261908107 12,000,000.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 12,000,000.00 0.00 12,000,000.00 0.00
Purchase 07/3la017 261908107 192,500.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.88% 192,500.00 0.00 192,500.00 0.00
Subtotal 146,833,134.59 146,721,106.58 24,374.95 146,745,481.53 0.00
Security 07/13/2017 261908107 6,500,000.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 6,500,000.00 0.00 6,500,000.00 0.00
ConMbution
Security 07/14/2017 261908107 2,500,000.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 2,500,000.00 0.00 2,500,000.00 0.00
Contribution
Security 07/17/2017 261908107 1,800,000.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 1,800,000.00 0.00 1,800,000.00 0.00
Contribution
Security 07/31/2017 912828WUO 9,880.00 US Treasury Inflation Index Note 100.000 9,880.00 0.54 9,880.54 0.00
Contribution 0.125%Due 7115/2024
Subtotal 10,809,880.00 10,809,880.00 0.54 10,809,880.54 0.00
TOTAL ACQUISITIONS 157,643,014.59 167,530,986.58 24,375.49 167,05,362.07 0.00
POSITIONS
Sale 07/06/2017 261908107 6,986,64309 Dreyfus TrsylAgcy Cash Management 521 1.000 0.86% 6,986,643.09 0.00 6,986,643.09 000
Sale 07/07/2017 261908107 6,609,581.42 Dreyfus TrsylAgcy Cash Management 521 1.000 0.90% 6,609,58142 0.00 6,609,581.42 0.00
Sale 07/07/2017 261908107 1,239,296.52 Dreyfus TrsylAgcy Cash Management 521 1.000 0.86% 1,239,296.52 0.00 1,239,296.52 0.00
Sale 07/13/2017 261908107 2,507,602.37 Dreyfus TrsylAgcy Cash Management 521 1.000 0.86% 2,507,602.37 0.00 2,507,602.37 0.00
Sale 07/14/2017 261908107 5,990,770.55 Dreyfus TrsylAgcy Cash Management 521 1.000 0.86% 5,990,770.55 0.00 5,990,770.55 0.00
Sale 07/17/2017 261908107 1,000,800.00 Dreyfus TrsylAgcy Cash Management 521 1.000 0.86% 1,000,800.00 0.00 1,000,800.00 0.00
Sale 07/1M017 261908107 1,634,867.17 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 1,634,867.17 0.00 1,634,867.17 0.00
Sale 07/1M017 261908107 1,001,397.50 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 1,001,397.50 0.00 1,001,397.50 0.00
Chandler Asset Management-CONFIDENTIAL Page 4 Execution Time:WM017 9:29:05 AM
C." Orange County Sanitation District Consolidated Transaction Ledger
Account#10283 6/30/17 Thru 7/31/17
Transaction Settlement Acq/Disp Interest
Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount GainfLoss
DISPOSITIONS
Sale 07/18/2017 261908107 1,998,150.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 1,998,150.00 0.00 1,998,150.00 0.00
Sale 07/19/2017 261908107 2,494,409.72 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 2,494,409.72 0.00 2,494,409.72 0.00
Sale 07/20/2017 261908107 4,999,130.35 Dreyfus Trsy/Agcy,Cash Management 521 1.000 0.86% 4,999,130.35 0.00 4,999,130.35 0.00
Sale 07/21/2017 261908107 8,186,315.88 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 8,186,315.88 0.00 8,186,315.88 0.00
Sale 07/24/2017 261908107 2,699,331.75 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 2,699,331.75 0.00 2,699,331.75 0.00
Sale 07/25/2017 261908107 1,004,658.75 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 1,004,658.75 0.00 1,004,658.75 0.00
Sale 07/25/2017 261908107 1,099,755.56 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 1,099,755.56 0.00 1,099,755.56 0.00
Sale 07/26/2017 261908107 4,979,63631 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 4,979,636.31 0.00 4,979,636.31 000
Subtotal 54,432,346S4 54,432,346.94 0.00 54,432,346.94 0.00
Paydown 07/07/2017 62888UAA8 10,308.77 NCUA Guaranteed Note CM02010-R2Due 100.000 10,308.77 399.82 10,708.59 0.00
11/6/2017
Paydown 07/17/2017 161571HHO 0.00 Chase CHAIT Pool#2016-A7 100.000 0.00 3,657.00 3,657.00 0.00
1.06%Due 9/16/2019
Paydown 07/17/2017 3133TCE95 1,583.25 FHLMC FSPC E3 A 100.000 1,583.25 88.06 1,671.31 0.00
2.892%Due 8/15/2032
Paydown 07/17/2017 31348SWZ3 16.26 FHLMC FH 786064 100.000 16.26 5.31 21.57 0.00
2.262%Due 1/1/2028
Paydown 07/17/2017 3837H4NX9 1,168.74 GNMA PooI#2000-9 100.000 1,168.74 36.05 1,204.79 0.00
9.5%Due 2(16/2030
Paydown 07/17/2017 43814CAC2 0.00 Honda Auto Receivables 2016-2 A3 100.000 0.00 2,096.58 2,096.58 0.00
1.39%Due 4/15/2020
Paydown 07/17/2017 477877AD6 120,603.84 John Deere Owner Trust 2014-B A3 100.000 120,603.84 677.47 121,281.31 0.00
1.07%Due 11/15/2018
Paydown 07/17/2017 47787XAB3 0.00 John Deere Owner Trust 2017-A A2 100.000 0.00 1,762.50 1,762.50 0.00
1.5%Due 10/15/2019
Paydown 07/17/2017 47788MAC4 0.00 John Deere Owner Trust 2016-A A3 100.000 0.00 2,742.67 2,742.67 0.00
1.36%Due 4/15/2020
Paydown 07/17/2017 47788NAB4 227,554.41 John Deere Owner Trust 2016-B A2 100.000 227,554.41 2,134.05 229,688.46 0.00
1.09%Due D1512019
Paydown 07/17/2017 654747ABO Oki) Nissan Auto Receivables 2017-A A2A 100.000 0.00 1,672.13 1,672.13 0.00
1 47%Due 1/15/2020
Paydown 07/17/2017 65478WAB1 172,518.22 Nissan Auto Receivables Owner 2016-C 100.000 172,518.22 148371 174,001.93 0.00
A2A
1.07%Due 5/15/2019
Paydown 07/17/2017 89236WAC2 194,608.12 Toyota Auto Receivables Owner 2015-A 100.000 194,608.12 1,459.41 196,067.53 0.00
1.12%Due V1512019
Chandler Asset Management-CONFIDENTIAL Page 5 Execution Time:6/2/2017 9:29:05 AM
C." Orange County Sanitation District Consolidated Transaction Ledger
Account#10283 6/30/17 Thru 7/31/17
Transaction Settlement Acq/Disp Interest
Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount GainfLoss
DISPOSITIONS
Paytlown 07/18/2017 43814GAC4 30,381.56 Honda Auto Receivables 20142 A3 100.000 30,381.56 19.49 30,401.05 0.00
0,77%Due 3/19/2018
Paytlown 07/18/2017 43814NAB1 226,546.21 Honda Auto Receivables 20161 A2 100.000 226,546.21 503.49 227,049.70 0.00
1.01%Due 6/18/2018
Paytlown 07/20/2017 36225CAZ9 196.55 GNMA P0o1#G280023 100.000 196.55 42.82 239.37 0.00
2.816%Due 12/20/2026
Paytlown 07/20/2017 36225CC20 248.36 GNMA P.I#G280088 100.000 248.36 46.27 294.63 0.00
2.817%Due 61202027
Paytlown 07/20/2017 36225CN28 1,617.% GNMA Pool#G280408 100.000 1,617.06 140.76 1,757.82 0.00
2.691%Due 5/202030
Paytlown 07/202017 36225CNM4 200.96 GNMA Poo1#G280395 100.000 200.96 17.29 218.25 0.00
2.877%Due 41202030
Paytlown 07/202017 W225DCBS 3,360.72 GNMA Pml#G280965 100.000 3,360.72 140.48 3,501.20 0.00
2.31%Due 7/20/2034
Paytlown 07/21/2017 43B14TAB8 0.00 Honda Auto Receivables 2017-1 A2 100.000 0.00 2,230.58 2,230.58 0.00
1.42%Due 7/22/2019
Paytlown 07/252017 03215PFN4 0.00 AMRESCO Residential Securities 1999-1 100.000 0.00 232.30 232.30 0.00
ADue 6/2512029
Paytlown 07/252017 31371NUC7 154.64 FNMA FN 257179 100.000 154.64 82.30 236.94 0.00
4.5%Due 4/1/2028
Paytlown 0725/2017 31376KT22 3,976.88 FNMA FN 357969 100.000 3,976.88 638.68 4,615.56 0.00
5%Due 9/12035
Paytlown 07/252017 31381 PDA3 673.79 FNMA FN 466397 100.000 673.79 1,008.51 1,682.30 0.00
3.4%Due 11/12020
Paytlown 07/252017 3138EG6F6 352.136 FNMA FN AL0869 100.000 352.06 62.06 414.12 0.00
4.5%Due 6/1/2029
Paytlown 0725/2017 313MJY35 639.54 FHLMC FSPC T-582A 100.000 639.54 4,974.29 5,613.83 0.00
6.5%Due 925/2043
Paytlown 07/252017 31397ORED 6,182.01 FNMA FNR 2011-3 FA 100.000 6,182.01 467.45 6,649.46 0.00
0.832%Due 21252041
Paytlown 07/252017 31398VJ98 0.00 FHLMC FHMS K006 A2 100.000 0.00 3,188.25 3,188.25 0.00
4.251%Due 11252020
Paytlown 0725/2017 31403DJZ3 3,419.49 FNMA Pool#745580 100.000 3,419.49 622.36 4,041.85 0.00
5%Due 6/12036
Paytlown 07/252017 31403GXF4 394.49 FNMA Pool#FN 748678 100.000 394.49 20.08 414.57 0.00
5%Due 10/1/2033
Paytlown 07/252017 31406PQYB 3,682.42 FNMA Pool#FN 815971 100.000 3,582.42 1,050.27 4,632.69 0.00
5%Due 3/l2035
Paytlown 0725/2017 31406XW75 474.32 FNMA PooI#FN 823358 100.000 474.32 367.27 841.59 0.00
2.875%Due 2l1/2035
Chandler Assal Management-CONFIDENTIAL Page 6 Execution Time:&P/2017 9:29:05 AM
C." Orange County Sanitation District Consolidated Transaction Ledger
Account#10283 6/30/17 Thru 7/31/17
Transaction Settlement Acql Interest
Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount Gain/Loss
DISPOSITIONS
Paytlown 07/25/2017 31407BXH7 95.80 FNMA Pool#FN 826080 100.000 95.80 112.24 208.04 0.00
5%Due 7/t/2035
Paytlown 07/25/2017 3141OF4V4 8,120.58 FNMA Pool#FN 888336 100.000 8,120.58 1,223.14 9,343.72 0.00
5%Due 7/1/2036
Paytlown 07/252017 31417YAY3 485.10 FNMA Pool#FN MA0022 100.000 485.10 100.38 585.48 0.00
4.5%Due 4/1/2029
Paytlown 07/25/2017 78445JAA5 1,502.71 SLMA 200&9 ADue 425/2023 100.000 1,502.71 221.66 1,724.37 0.00
Subtotal 1,020,966.86 1,020,966.86 35,727.18 1,056,6".04 0.00
Maturity, 07/062017 912796LG2 15,000,000.00 US Treasury Bill 100.000 15,000,000.00 0.00 15,000,000.00 0.00
0.565%Due 7/6/2017
Maturity 07/07/2017 06538BU76 6,345,000.00 Bank of Tokyo Mitsubishi NY Discount CP 99.600 6,345,000.00 0.00 6,345,000.00 0.00
1.18%Due 7/7/2017
Maturity 07/07/2017 06538BU76 1,705,000.00 Bank of Tokyo Mitsubishi NY Discount CP 99.600 1,705,000.00 0.00 1,705,000.00 0.00
1.18%Due 702017
Maturity, 07/13/2017 89113WEE2 1,000,000.00 Toronto Dominion NY Yankee CD 100.000 1,000,000.00 12,133.33 1,012,133.33 0.00
1.2%Due 7/1 312 01 7
Maturity 07/14/2017 3137EADV8 5,000,000.00 FHLMC Note 100.000 5,000,000.00 0.00 5,000,000.00 0.00
0.75%Due 7/14/2017
Maturity 07/14/2017 4581XOCG1 5,000,000.00 Inter-American Dev Bank Note 100.000 5,000,000.00 0.00 5,000,000.00 0.00
1%Due 7/14/2017
Malunly 07/18/2017 459058DC4 1,162,000.00 Ind.Bank Recon&Development Note 100.000 1,162,000.00 0.00 1,162,000.00 0.00
1.125%Due 7/18/2017
Maturity 07/19/2017 89233GUKO 1,900,000.00 Toyota Motor Credit Discount CP 99.750 1,900,000.00 0.00 1,900,000.00 0.00
1.01%Due 7/19/2017
Maturity 07/20/2017 912796K84 5,000,000.00 US Treasury BILL 100.000 5,000,000.00 0.00 5,000,000.00 0.00
0.77%Due 7/20/2017
Maturity, 07/21/2017 313385JK3 10,000,000.00 FHLB Discount Note 100.000 10,000,000.00 0.00 10,000,000.00 0.00
0.85%Due 7/21/2017
Maturity 07/25/2017 06538BUR2 1,500,000.00 Bank of Tokyo Mitsubishi NY Discount CP 99.704 1,500,000.00 0.00 1,500,000.00 0.00
1.12%Due 7/25/2017
Maturity 07/26/2017 313385JQ0 800,000.00 FHLB Discount Note 100.000 800,000.00 0.00 800,000.00 0.00
1.02%Due 7/26/2017
Maturity, 0726/2017 313589JQ7 19,000,000.00 FNMA Discount Note 100.000 19,000,000.00 0.00 19,000,000.00 0.00
0.82%Due 7/26/2017
Maturity 07272017 912796111 5,000,000.00 US Treasury Bill 100.000 5,000,000.00 0.00 5,000,000.00 0.00
0.89%Due 7/27/2017
Maturity 07282017 313385JS6 5,000,000.00 FHLB Discount Note 100.000 5,000,000.00 0.00 5,000,000.00 0.00
0.86%Due 7/28/2017
Chandler Asset Management-CONFIDENTIAL Page 7 Execution Tima:9/22017 9:29:05 AM
CAROrangeCounty Sanitation District Consolidated Transaction Ledger
Account#10283 6/30/17 Thru 7/31/17
Transaction Settlement Acq/Disp Interest
Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount Gain/Loss
DISPOSITIONS
Maturity 07/28/2017 3137EADJ5 7,000,000.00 FHLMC Note 100.000 7,000,000.00 0.00 7,000,000.00 0.00
1%Due 7/28/2017
Subtotal 90,412,000.00 90,412,000.00 12,133.33 90,424,133.33 0.00
TOTAL DISPOSITIONS 145,865,313.80 145,865,313.80 47,860.51 145,913,174.31 0.00
OTHER TRANSACTIONS
Interest 07/02/2017 073902CD8 3,200,000.00 Bear Stearns Note 0.000 74,400.00 0.00 74,400.00 000
4.65%Due 7/2/2018
Interest 07/05/2017 3135GOS38 3,000,000.00 FNMA Note 0.000 29,333.33 0.00 29,333.33 0.00
2%Due 1/5/2022
Interest 07/09/2017 36962G7MO 5,000,000.00 General ElecMc Capital Corp Callable Note 0.000 55,000.00 0.00 55,000.00 0.00
1X 1219/2019
2.2%Due 1/9/2020
Interest 07/12/2017 3137FADN6 5,000,000.00 FHLMC Note 0.000 18,750.00 0.00 18,750.00 ODD
0.75%Due 1/1 212 01 8
Interest 07/14/2017 3137EADVB 5,000,000.00 FHLMC Note 0.000 18,750.00 0.00 18,750.00 0.00
0.75%Due 7/1412017
Interest 07/14/2017 4581XOCG1 5,000,000.00 Inter-American Dev Bank Note 0.000 25,000.00 0.00 25,000.00 0.00
1%Due 7/14/2017
Interest 07/15/2017 46625HGYO 1,000,000.00 JP Morgan Chase Note 0.000 30,000.00 0.00 30,000.00 ODD
6%Due 1A 5/2018
Interest 07/15/2017 912828H37 2,500,000.00 US Treasury Note 0.000 10,937.50 0.00 10,937.50 0.00
0.875%Due 1/15/2018
Interest 07/15/2017 912828WUO 10,708,984.00 US Treasury Inflation Index Note 0.000 6,696.37 0.00 6,696.37 0.00
0.125%Due 7/15/2024
Interest 07/16/2017 24422EST7 550,000.00 John Deere Capital Corp Note 0.000 3,712.50 0.00 3,712.50 ODD
1.35%Due 1/16/2018
Interest 07/16/2017 40428HPH9 1,000,000.00 HSBC USA Inc NOW 0.000 8,125.00 0.00 8,125.00 0.00
1.625%Due 1/16/2018
Interest 07/16/2017 40428HPH9 3,000,000.00 HSBC USA Inc Note 0.000 24,375.00 0.00 24,375.00 0.00
1.625%Due 1116/2018
Interest 07/18/2017 38141GFG4 600,000ol) Goldman Sachs Group Inc Note 0.000 17,850.00 0.00 17,850.00 0.00
5.95%Due 1/18/2018
Chandler Asset Management-CONFIDENTIAL Paga 8 Execution Time:WM017 9:29:05 AM
�'" Orange County Sanitation District Consolidated Transaction Ledger
Account#10283 6/30/17 Thru 7/31/17
Transaction Settlement Acq/Disp Interest
Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount Gain/Loss
OTHER TRANSACTIONS
Interest 07/18/2017 4581XOCW6 3,000,000.00 Inter AmericanDour Bank Note 0.000 31,875.00 0.00 31,875.00 0.00
2,125%Due 1/18/2022
Interest 07/18/2017 459058DC4 1,162,000.00 Int.Bank Recent&Development Note 0.000 6,542.06 0.00 6,542.06 0.00
1 A 25%Due 7/182017
Interest 07/202017 45950KCJ7 2,500,000.00 International Finance Corp Note 0.000 14,075.00 0.00 14,075.00 0.00
1 A 25%Due 71202021
Interest 07/222017 94974BOM6 5,000,000.00 Wells Fargo Cary Note 0.000 65,000.00 0.00 65,000.00 0.00
2.6%Due 722/2020
Interest 0723/2017 46625HKA7 2,000,000.00 JP Morgan Chase Callable Note Cant 0.000 22,500.00 0.00 22,500.00 0.00
12/23/2019
2.25%Due 1/23/2020
Interest 07/252017 06406HCE7 870,000DO Bank of New York Callable Note Coat 0.000 5,655.00 0.00 5,655.00 ODD
1 2/2 512 01 7
1.3%Due 1252018
Interest 07262017 459058FY4 5,000,000.00 Intl.Bank Recon&Development Note 0.000 50,000.00 0.00 50,000.00 0.00
2%Due 1/26/2022
Interest 07/28/2017 3137EADJ5 7,000,000.00 FHLMC Note 0.000 35,000.00 0.00 35,000.00 0.00
1%Due 7/28/2017
Interest 07282017 61747WAL3 2,800,000.00 Morgan Stanley Note 0.000 77,000.00 0.00 77,000.00 0.00
5.5%Due 7282021
Interest 07/312017 9128281333 11,000,000.00 US Treasury Note 0.000 82,500.00 0.00 82,500.00 0.00
1.5%Due 1/31/2019
Interest 07/312017 912828N89 6,000,000.00 US Treasury Note 0.000 41,250.00 0.00 41,250.00 0.00
1.375%Due 1/31/2021
Interest 07/312017 912828V72 3,000,000.00 US Treasury Note 0.000 28,125.00 0.00 28,125.00 0.00
1.875%Due 1/31/2022
Interest 07/312017 912828WW6 5,000,000.00 US Treasury Note 0.000 40,625.00 0.00 40,625.00 0.00
1.625%Due 7/31/2019
Subtotal 99,890,984.00 823,076.76 0.00 823,076.76 0.00
Dividend 07/05/2017 261908107 2,916,332.88 Dreyfus Trsy/Agcy Cash Management 521 0.000 5,086.37 0.00 5,086.37 0.00
Dividend 07/05/2017 261908107 29,333.33 Dreyfus Trsy/Agcy Cash Management 521 0.000 4,144.09 0.00 4,144.09 0.00
Subtotal 2,945,666.21 9,230.46 0.00 9,230.46 0.00
TOTAL OTHER TRANSACTIONS 102,836,650.21 832,307.22 0.00 832,307.22 0.00
Chandler Asset Management-CONFIDENTIAL Page 9 Execution Time:e/2/2017 9:29:05 AM
BOARD OF DIRECTORS Meeting Date TOBE.Or Dir.
oB/zs/v
AGENDA REPORT ItemNumber IemNumber
a
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Lorenzo Tyner, Director of Finance and Administrative Services
SUBJECT: TREASURER'S REPORT FOR THE FOURTH QUARTER ENDED
JUNE 30, 2017
GENERAL MANAGER'S RECOMMENDATION
Receive and file the Orange County Sanitation District Fourth Quarter Treasurer's Report
for the period ended June 30, 2017.
BACKGROUND
The quarterly treasurer's report contains financial portfolio performance with respect to
the Orange County Sanitation District's (Sanitation District)funds. Both Long-Term and
Liquid Operating Monies Portfolios are summarized. A performance summary table can
be found on page 2 of this section. The report also contains information on the U.S. and
global economic outlook from the Sanitation District's investment manager, Chandler
Asset Management.
Quarterly Treasurer's Reports are customarily presented first to the Administration
Committee prior to being placed on the Board agenda. However, as the Administration
Committee is not scheduled in August, the Sanitation District's practice has been to
present the Fourth Quarter Treasurer's Report directly to the Board.
RELEVANT STANDARDS
• Quarterly financial reporting
ADDITIONAL INFORMATION
The quarterly treasurer's report for the Fourth Quarter Ended June 30, 2017 is being
submitted in accordance with the Sanitation District's investment policy, which requires
the report be submitted to the governing body following the end of each quarter and
includes the following information:
• Performance results in comparison with the 3-month treasury bill index for the
liquid operating portfolio; and the Merrill Lynch Corp./Govt. 1-5 Year Bond index
for the long-term portfolio as identified in the investment policy; and the time-
weighted total rate of return for the portfolio for the prior three months, six months,
nine months, twelve months, year to date, and since inception compared to the
Benchmark returns for the same periods:
Page 1 of 3
Portfolio Performance Summary
Quarter Ended June 30,2017
Liquid Operating Monies(%) Long-Term Opemtng Monies
N
Total Rate Total Rate of
of Return Benchmark Return Benchmark
3 Months 0.20 0.20 0.46 0.48
6 Months 0.34 0.30 0.98 0.96
9 Months 0.47 0.39 0.13 -0.11
12 Months 0.57 0.49 0.19 -0.17
Annualized Since inception 30 Nov 2014 0.41 0.27 1.19 1.16
• A listing of individual securities held at the end of each reporting period (see the
detailed listings of each security contained within the report).
• Cost and market values of the portfolios:
Liquid Oper. Long-Term
Cost $124.2 M $331.0 M
MV $124.4 M $331.8 M
• Modified duration of the portfolio compared to Benchmark:
Liquid Oper. Long-Term
B.M. 0.15 2.62
Port. 0.14 2.44
• Dollar change in value of the portfolio for a one-percent (1%) change in interest
rates:
Liquid Oper. — $177,121
Long-Term — $8,084,693
• None of the portfolios are currently invested in reverse repurchase agreements:
• The percent of the Liquid Operating Monies portfolio maturing within 90 days:
• 85.4%
• Average portfolio credit quality:
Liquid Oper. —AAA/Aaa
Long-Term —AA/Aa1
• Percent of portfolio with credit ratings below "A" by any rating agency, and a
description of such securities:
Liquid Portfolio— no exceptions
Long-Term Portfolio— Percent of portfolio— 3.2%
Page 2 of 3
Maturity
Cost Date Moody S&P Fitch
SLMA 2008-9 A $ 32,879.66 4/25/2023 Baa3 AA+ B
AMRESCO Residential Securities 1999-1 A $ 100,432.85 6/25/2029 Not Rated AA+ BBB
Bank of America Corp Note $4,334,014.00 12/1/2017 Baal BBB+ A
Goldman Sachs Group Inc. Note $ 692,806.00 1/18/2018 A3 BBB+ A
American Express Credit Note $3,377,385.79 3/19/2018 A3 BBB+ A
Morgan Stanley Note $3,200,848.00 7/28/2021 A3 BBB+ A
• All investments are in compliance with this policy and the California Government
Code, exceptfor the following Lehman Brother holdings that the Sanitation District
is pursuing collection through the bankruptcy court:
Lehman Brothers Note-Defaulted $600,000 par value purchased 9/18/2008
Lehman Brothers Note-Defaulted $2,000,000 par value purchased 9/18/2008
• Sufficient funds are available for the Sanitation District to meet its operating
expenditure requirements for the next six months.
CEQA
N/A
FINANCIAL CONSIDERATIONS
N/A
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.corn with the
complete agenda package:
• Fourth Quarter Treasurer's Report for the Three Months Ended June 30, 2017
Page 3 of 3
'e?
Op
July 31, 2017
STAFF REPORT
Quarterly Treasurer's Report
For the Three Months Ended June 30, 2017
SUMMARY
Section 15.0 of the District's Investment Policy includes quarterly reporting requirements
for the District's two investment portfolios. These two funds, the "Liquid Operating
Monies," and the "Long-Term Operating Monies" are managed by Chandler Asset
Management, the District's external money manager.
The ongoing monitoring of the District's investment program by staff and Callan
Associates, the District's independent investment advisor, indicates that the District's
investments are in compliance with the District's adopted Investment Policy and the
California Government Code, and that overall performance has tracked with benchmark
indices. In addition, sufficient liquidity and anticipated revenues are available for the
District to meet budgeted expenditures for the next six months. The District's portfolios do
not include any reverse repurchase agreements or derivative securities.
ADDITIONAL INFORMATION
Performance Reports
The Quarterly Strategy Review, prepared by Chandler Asset Management, and the
Investment Measurement Service Quarterly Review, prepared by Callan Associates, is
attached for reference. Also attached are Long-Term and Liquid Operating Monies
Summary of Performance Data and Portfolio Statistics charts that depict the performance
results, estimated yield and duration, credit quality, and sector diversification of the
District's portfolios, as of June 30, 2017. The Liquid Operating Monies portfolio, with an
average maturity of 51 days, consists entirely of high quality fixed income investments
consistent with the District's investment policy.
Portfolio Performance Summary
The following table presents a performance summary of the District's portfolios as
compared to their benchmarks for the period April 1 through June 30, 2017.
OCSD ♦ P.O.Box8127 ♦ Fountain Valley,CA 9272M127 ♦ r716)%2-2411
Quarterly Treasurer's Report
For the Three Months Ended June 30, 2017
Page 2 of 3
Portfolio Performance Summary
Quarter Ended June 30,2017
Liquid Operating Monies(%) Lang-Term Operating Monies(%)
Total Rate of Total Rate of
R.W. Benchmark') Realm Benchmadd'l
3 Months 0.20 0.20 0.46 0.48
6 Months 0.34 0.30 0.98 0.96
9 Months 0.47 0.39 0.13 -0.11
12 Months 0.57 0.49 0.19 -0.17
Annualized Since inception 30 Nov 2014 0.41 0.27 1.19 1.16
Market Value 124.4M $331.8M
Average Quality 'AAA'YAaa" 'AA"PAa1"
Current Yield(%) 1.2 1B
Estimated Yield to Maturity(%) 1.0 1.6
Quarterly Deposits(Withdrawals) Mom 12.0M
Estimated Annual Income T5.BM
(1) Benchmarks:
• Liquid Operating Portfolio: 3-Month Treasury Bill Index
• Long-Term Operating Portfolio: Merrill Lynch Corp/Govt. 1-5 Year Bond Index
Portfolio Market Values
Comparative marked-to-market quarter-end portfolio values are shown in the following table, and in the
attached bar chart.
Liquid Long-Term
Quarter Operating Operating
Ending Monies($M) Monies($M)
30 Sep.16 56.0 325B
31 Dec.16 113.0 316.6
31 Mar.17 85.2 318.2
30 Jun.17 124.4 331.8
District's Investment Account Balances as of June 30, 2017
Book Balances Estimated
Investment Accounts June 30,2017 Yield(%)
State of Calif.LAIF $46,247,195 0.98
Union Bank Checking Account 65,366 0.00
Union Bank Overnight Sweep Account 1,365,000 0.01
Union Bank W/C Checking 84,465 0.00
Chandler-Short-term Portfolio 124,115,543 0.96
Chandler-Long-term Portfolio 330,472,147 1.60
Petty Cash 3,000 N/A
BNY Mellon OCIP Reserve 3.585.240 0.75
TOTAL sn59z7 gs 1.38
Debt Service Reserves w/Trustees 4 42Z 0.66
Quarterly Treasurer's Report
For the Three Months Ended June 30, 2017
Page 3 of 3
District's Cost of Funds on Debt Issues as of June 30, 2017
Annual
CostofFwds Outstanding Interest
Issue Description COP Balance Rate(%)
2009A Fixed $9,155,000 4.72
2010A Fixed 80,000,000 3.68
2010C Fixed 157,000,000 4.11
2011A Fixed 96,330,000 2.61
2012A Fixed 100,645,000 3.54
2012B Fixed 66,395,000 1.50
2014A Fixed 85,090,000 2.34
2015A Fixed 127,510,000 3.30
2016A Fixed 145,880,000 3.02
2016B Fixed 109,875,000 0.87
2017A Fixed 66.370.000 2.55
TOTAL $1.044.250.000
Weighted Avg.Cost of Funds 2.89
ATTACHMENTS
1. Chandler Quarterly Report
2. Summary of Performance Data and Portfolio Statistics — Liquid Operating Monies
3. Summary of Performance Data and Portfolio Statistics— L-T Operating Monies
4. Investment Transactions and Balances in LAIF
5. Asset Summary by Asset Type — Liquid Operating Portfolio
6. Asset Summary by Asset Type— Long Term Portfolio
7. Asset Summary by Asset Type — Owner Controlled Insurance Program Escrow
Account
8. Investment Listing (Yield Analysis Report)
9. Asset Detail — Consolidated
10. Custody Transaction History—Consolidated
11. Callan Quarterly Review
12. Chandler Quarterly Review
13. Rating Agency Comparisons
C/" CHANDLER
ASSET
MANAGEMENT
June 30, 2017
Mr. Mike White, CPA
Controller
Orange County Sanitation District
10844 Ellis Avenue
Fountain Valley CA 92708-7018
Dear Mike,
Bond Market Recap
The Federal Open Market Committee (FOMC) raised the fed funds target rate by 25 basis
points to a range of 1.00%-1.25% at the June 13-14 meeting. However, the FOMC statement
indicated that the stance of monetary policy remains accommodative. The FOMC also noted
that economic activity has been rising moderately and job gains have been solid, but inflation
has recently declined. Nevertheless, the FOMC expects inflation to stabilize around 2.0% over
the medium term. The Committee expects to begin trimming the Fed's balance sheet later this
year. The Fed's updated Summary of Economic Projections reflects downward revisions to the
Fed's median unemployment rate projections for this year and future years, as well as a
downward revision to the Fed's median 2017 inflation forecast. The updated projections suggest
that the Fed anticipates the labor market to tighten further over the coming years without much
impact on inflation. The Fed still expects the fed funds rate to reach 1.4% by the end of this year
(which implies one more rate hike before year-end) and 3.0% over the longer-run.
Domestic economic data remains indicative of slow growth. The economy is likely at or near full
employment, consumer confidence is strong, manufacturing indicators are indicative of modest
expansion, and housing trends remain favorable. Looking ahead, a potential boost in fiscal
stimulus could provide a further tailwind to economic growth. GDP grew by 1.4% in the first
quarter, following growth of 2.1% in the fourth quarter. We expect modest economic growth of
about 2.0%-2.5% for the full year 2017.
Treasury yields increased modestly in June, led by the 5-year note. The 2-year and 10-year
Treasury yields both increased by ten basis points month-over-month, while the 5-year Treasury
yield increased 14 basis points. The move higher in domestic yields occurred late in the month,
coinciding with hawkish comments from ECB President Draghi. His comments also provided a
catalyst for sovereign yields in Germany and Japan to move higher.
Over the past three months the yield curve flattened. The spread between 2-year and 10-year
Treasury yields narrowed to 92 basis points as of June 30, compared to 114 basis points on
March 31. On a year-over-year basis, Treasury yields have increased meaningfully, with the 2-
year Treasury yield up 80 basis points and the 10-year Treasury yield up 83 basis points. The
Federal Reserve has raised the fed funds target rate by 25 basis points three times in the past
year.
C/" CHANDLER
ASSET
MANAGEMENT
Consumer Prices
The Consumer Price Index (CPI) was up 1.6% year-over-year in June, versus up 1.9% year-
over-year in May. Core CPI (CPI less food and energy) was up just 1.7% year-over-year in
June. The Personal Consumption Expenditures (PCE) index was up 1.4% year-over-year in
May, versus up 1.7% year-over-year in April. Core PCE (excluding food and energy) was also
up just 1.4% year-over-year in May, versus up 1.5% year-over-year in April. Core CPI is has
fallen back below the Fed's 2.0% target, and the Fed's primary inflation gauge (PCE) also
remains below the target.
Retail Sales
On a year-over-year basis, total retail sales were up 2.8% in June compared with a 4.1%
increase in May. On a month-over-month basis, retail sales declined 0.2% in June, below
expectations fora 0.1% increase, following a 0.1% decrease in May. Excluding autos and gas,
retail sales were down 0.1% in June. Overall, consumer spending trends remain soft. However,
the consumer confidence index remained strong in June at 118.9 versus 117.6 in May.
Labor Market
Job growth was stronger than expected in June but wages remained lackluster.
Nonfarm payrolls increased by 222,000 versus the consensus forecast of 178,000. In addition,
April and May payrolls were revised up by 47,000 in total. The average increase in monthly
payrolls was 194,000 during the second quarter, up from 166,000 per month during the first
quarter. The unemployment rate ticked up to 4.4% in June from 4.3% in May, but the labor
participation rate also edged up to 62.8% from 62.7%. A broader measure of unemployment
called the U-6, which includes those who are marginally attached to the labor force and
employed part time for economic reasons, increased to 8.6% in June from 8.4% in May,
however this compares to 9.6% in June 2016. Wage growth rose just 0.2% in June, following a
downwardly revised gain of 0.1% in May. On a year-over-year basis, wages were up 2.5% in
June, versus 2.4% in May.
Housing Starts
Total housing starts fell 5.5% in May, following a 2.8% decrease in April, missing expectations.
Single-family starts declined 3.9% in May, and multi-family starts fell 9.7%. Permits were
also weaker than expected in May, down 4.9%.
2
C/" CHANDLER
ASSET
MANAGEMENT
TREASURY YIELDS 6/3012017 3/31/2017 CHANGE
3 Month 1.01 0.75 0.26
2 Year 1.38 1.26 0.12
3 Year 1.55 1.49 0.06
5 Year 1.89 1.92 (0.03)
7 Year 2.14 2.21 (0.07)
10 Year 2.31 2.39 (0.08)
30 Year 2.84 3.01 (0.17)
Economic Data Remains Indicative of Slow Growth
ECONOMIC INDICATOR Current Release Prior Release One Year Ago
Trade Balance (46.5)SBIn MAY 17 (47.6)SBIn APR 17 (41.5)SBIn MAY 16
GDP 1A%MAR 17 2.1%DEC 16 0.8%MAR 16
Unemployment Rate 4.4%JUN 17 4.3%MAY 17 4.9%J UN 16
Prime Rate 4.25%JUN 17 4.0%MAY 17 3.5%JUN 16
CRB Index 174.78 JUN 17 179.77 MAY 17 192.57 JUN 16
Oil(West Texas Int.) 546.04JUN 17 $48.32 MAY 17 548.33 JUN 16
Consumer Price l ndex(y/o/y) 1.9%MAY 17 2.2%APR 17 1.0%MAY 16
Producer Price Index(y/o/y) 2.6%MAY 17 3.9%APR 17 (2.2%)MAY 16
Dollar/Euro 1.14JUN 17 1.12 MAY 17 1.11 JUN 16
Source:eloomberg
3
C/" CHANDLER
ASSET
MANAGEMENT
Performance Attribution
Long-Term Portfolio
The Long-Term portfolio marginally underperformed the benchmark during the quarter,
generating a return of 0.46% versus 0.48% for the Bank of America Merrill Lynch 1-5 Year
AAA-A US Corporate and Government Index. From a sector allocation standpoint, all of the
deviations delineated by the attribution report were negligible, both on the positive and negative
side. The term structure attribution analysis told a similar story with small deviations compared
to the benchmark. Chandler is attributing the small performance shortfall to the position in the
TIPS sector, as break-even spreads narrowed, which negatively impacted the overall return of
the TIPS position.
The Chandler team tactically added exposure to the Treasury, Agency, Supranational, and
Corporate sectors of the marked during the quarter. The majority of the new positions had
maturities close to the five year point, in 2022, with the exception of one purchase at the three
year point. One security was called and four matured, in addition to a $12 million dollar
contribution into the portfolio to assist in adding the new positions to the portfolio. Chandler
continues to avoid adding securities, for the most part, in the two to three year maturity range as
from a structuring standpoint we prefer to purchase securities in the shorter and longer ends of
the maturity distribution. The duration of the portfolio was close to unchanged, currently 2.44
compared to 2.43 at the end of the prior reporting period. Inflation metrics remain
underwhelming, and the Chandler team anticipates keeping the duration close to the
benchmark as we continue to hold the view the Federal Reserve's forecast for a 3.0% terminal
fed funds rate is too optimistic.
Liquid Portfolio
The Liquidity Portfolio matched the return of the benchmark during the quarter, generating a
quarterly return of 0.20% versus the 0.20% for the Bank of America Merrill Lynch 3-Month
Treasury Bill Index. The portfolio experienced net positive cash flows of $39 million during the
quarter, comprised of a $60 million contribution in April and a $21 million withdrawal in June.
Many securities were purchased across the Treasury, Agency, Certificate of Deposit,
Commercial Paper, and Corporate sectors of the market to keep the portfolio as fully invested
as possible; one security was called and many matured. Chandler continues to invest in the
Agency Discount note sector primarily to offset upcoming cash flow needs while being more
opportunistic, and yield seeking, with the short maturity Corporate note positions in the portfolio.
4
OIL CHANDLER
ASSET
MANAGEMENT
Economic Outlook
Notably during the quarter, the FOMC telegraphed its intent to begin the process of balance
sheet normalization later this year. The Fed has communicated to the market its intent to start
with a total of $10 billion per month in a 60/40 split between Treasury and Agency/Mortgage
Backed Securities, and increase the amount by $10 billion per quarter, capping the monthly
amount at $50 billion after five quarters. The initial impact to the market should be negligible,
but over time the increasing amount of securities no longer being purchased by the Fed should
put upward pressure on the term premium of interest rates. Chandler anticipates the balance
sheet reduction will likely begin in September, and in terms of sequencing balance sheet
reduction will commence before the FOMC again tightens traditional monetary policy via the fed
funds rate. The Fed's Summary of Economic Projections suggests that policymakers anticipate
the labor market to tighten further over the coming years without much impact on inflation. The
Fed still expects the fed funds rate to reach 1.4% by the end of this year (which implies one
more rate hike before year-end)and 3.0% over the longer-run. Chandler maintains the view the
terminal fed funds rate will be below the Fed's 3.0% target at equilibrium. Additionally, in
Chandler's judgement, economic data needs to improve for the FOMC meet their forecast of
tightening one more time in the calendar year.
Risk markets performed well during the quarter, with equity prices strong and corporate spreads
tighter. In light of the lack of progress on the domestic legislative agenda in Washington DC, we
think risk markets are susceptible to a selloff, but to date markets have remained resilient.
Mortgage Backed Securities generated small negative excess returns for the quarter, as options
adjusted spreads moved wider, in our view linked to the aforementioned anticipated Fed
balance sheet reduction.
Strategy
Strategy highlights for the Long-Term Portfolio in coming months:
• Continue to focus on optimizing the term structure positioning of the portfolio.
Chandler's quantitative analysis continues to exhibit a bias in portfolio structures to
overweight the wings of the maturity distribution in our 1-5 year strategies relative to the
benchmark.
o In light of the benign backdrop for inflation the Chandler team will target a
duration of 95-100% of the benchmark.
o The Fed Balance sheet impact on the markets will initially be benign in our view,
but over an intermediate time horizon should be consistent with a steeper yield
curve and modestly higher yields. The portfolio will remain positioned to benefit
from the expected changes to valuations.
• Valuations in the higher quality segment of the Corporate sector are expensive;
Chandler will remain selective and opportunistic in added credit risk to the portfolio. The
focus will remain on sector and issuer diversification.
• Continue to de-emphasize the Agency sector which continues to have unattractive
valuations in our judgement.
• The Asset Backed sector, particularly at new issue, continues to have an attractive risk
adjusted valuation relative to alternatives. The Chandler team will look to maintain and
possibly grow the overall allocation to the sector.
5
GAL CHANDLER
ASSET
MANAGEMENT
Strategy highlights for the Liquidity Portfolio in coming months:
• Continue to ladder the Agency discount note and Treasury exposure to coincide with
forecasted liquidity needs.
• Opportunistically add to the Corporate exposure of the portfolio where the additional
spread compensation versus the Treasury curve is compelling.
• Maintain a dedicated exposure to the Treasury sector on an ongoing basis to ensure
ample liquidity in the portfolio at all times.
6
C/" CHANDLER
ASSET
MANAGEMENT
Compliance Issues
CA` Orange County Sanitation District Long Term
June 30,2017
COMPLIANCE WITH INVESTMENT POLICY
Assets managed by Chandler Asset Management are in lull compliance in State lawand to the im,sameatiammy
Category Standard Commend
Treasury Issues 5 years maximum maturity Complies•
Supramdonal 'AR'or better by of 3 NRSl 30%maximum; 5%max issuer, 5were maturity, Complies
poll only llEIRD and IFC per CGC
U.S.Agencies 20%maxisnfer, 5yearsmadmummidury, Complies
U.S.COryorate(MTNs) "A'or better big teen ra8ng by 1 of 3 NRSROs; 30%maxmun;5%max issuer, 5 Complies
am max maturity
Municipal Secuities "A"or higher by l of 3 NRS 10%maxmun; 5%max issuer, 5years maximal Complies
maturty
Asset Baci CMOs/Mortgage- "AA"or better by t o1`3 NRSl 'A"or higher issuer rating by l of3 NRSROs; 20% Complies'
backed maximurl 5%max issuer excludind,MBSI oNa enc '5 Were max maturity
Negotiable CDs 'A'orbeeeron its long tens debtby l of3NRSROs; 'A11P1"orhighestshortterm Complies
al by l of 3 NRSROs; 30%madman;5%max Issuer; 5years men maturity
CDs/TDS 5%max issuer, 5years max maturity Complies
Banker's Acceptances A-1,or equivalent highest shod tern rating by l of 3 NRSROS; 40%madmun; 5% Complies
max issuer 180 der max maturity
Commar lPaper A-1,or equiyalena by l of3 NRSROS; "A"or better by l of 3 NRSROs,ifleng tens Complies
debt issued; 25%maximum 5%max issuer, 270 de max maturi
Mutual Fund B Morey Market Highestraboijby2NRSR0s; 20%maxmun;10%max per mutual fund; 20%max Complies
Mutual Furl per more market mu lal fund
Repumhase Agrmeme 1102%mllatemlimbon Complies
Reherse Re timhaseA rbemerts 5%maximum,90de maxmaturi Complies
LAIF Not wad byimestmend addser Complies
Asg Duration Notto exceed SO morAha - (80%to 120%ofere benchmark) Complies
Maximum Maturity SyearamaximunimaMty Complies'
'The partbllo has Minty-0xee(23)emission am meWMles greeter train 5 years sell ore(1)Al ear(4)CMOs,soommen(17)MBS and me(1)trains,
All secu'llles wsn Inherited bm has preNous maw3n and cons led at time of purchase.
C/" CHANDLER
ASSET
MANAGEMENT
Orange County Sanitation District Liquid
OL June 30,2017
COMPLIANCE WITH INVESTMENT POLICY
Assets managed by Chandler Asset Managementsre m full compliance wth State lawand duh the investmenfpohcy
Category Standard Comment
TmasuN issues 1 War maximum maluritf, Minimum allocation of 10% Complies
Supanational 'AA'or betler by l of 3 NRSROs; 30%mavmum; 5%maxissuer, 1 War maturity, Complies
Includes only, tADB,IBRD,and TO per CGC
U.S.A envies 20%maxissuer; 1 a matui Complies
U.S.Corpoate(MTN.) 'A'orbe0erbrgtermratirgbylof3NRSROs;30%m Amum;5%maxisswr,, 1 Complies
r max maturity
Asset Backed/CMOs -AA"or betler by l of 3 NRSROs; "A"or higher issuer rating by l of 3 NRSROs; Complies
20%mavmum; 5%max issuer, 7 war max meNi
Negotiable CDs 'A'or be0eron its long term debt by l of3 NRSROs; 'ALPl-or highest shed term Complies
ratindis,b 1of3 NRSRCs' 30 mavmvm5 max issuer'1 war mun,maturity
CDs/MS 5%max issuer71 Warmb,maturi Complies
Bankers Acceptances A-1,or epuiraleM shortesm abW by l of3 NRSROS;40%mavmum;5%max Complies
Issuer;180 da max matul
Commercial Paper A-1,or eaulvabM by l of3 NRSROS;"A"or betler by l of3 NRSROs,iflorg tens Complies
debtissusd725%mavmurn76%max issuer,270 days me,maturi
Mutual Fvtl&Money Market M"l Furl -ighestabrgby2NRSROs; 20%mavmum;10%mexpermenalfund; 20%max Complies
mums mareunnubwlfvd
Re umhes.A aemene 102%collatemlibation C
omplies
Reverse Re uahaseA reemervis 5%mavmum 90 daysmazmatri Corn
LAF Notusedb investmentad�iser Conn
prohibited Municipal Secvities Conn
Prohibited Mo a eSecvities Co.
A Dunned Notb exceed 180 da Maxdua0onof112 ar
Mavmum Maturity1 War mavmum maturity
8
C/" CHANDLER
ASSET
MANAGEMENT
CAI OCSD Lehman Exposure
June 30,2017
COMPLIANCE WITH INVESTMENT POLICY
Assets managed by Chandler Asset Managementare in lull compliance with State lawand with the invesfinentpolicy
Category Standard Comment
Treasury Issues 5 Were maximum maturity Complies
Supmnatlonal "AA"or better by l of 3 NRSROi 30%maximum; 5%max; 5years maturity. Complies
Includes on . IADB IBRD and IFC per CGC
U.S.Agencies 20%max issuer; 5 was maximum maturity Complies
U.S.Corporate(MTNS) "A"or better long tens rating by l of 3 NRSROs; 30%maximum;5%max Complies'
issuer 5yearshmaxnedburtyi
Municipal Securities "A"or higher by l of 3 NRSROS;10%maximum; 5%max issuer, 5 years Complies
maximum maturity
Asset Backed/CMOs/ "AA"or better by l of 3 NRSROs; "A"or Ngher issuer mfirg by 1 of 3 Complies
Mortgage-0acked NRSROi 20%maximum; 5%maxiwmr(ex uding MBS/govtagercy);5
ars max matui
Negotiable CDs "A"or betteron its longterm debt by l of3 NRSROs; "A1/P1"orhighest Complies
slw1ttennrafingsby1of3NRSROs; 30%maximum;5%maxissuer; 5years
maxi-matunly
CDs/TDS 5%max issuer 5 years max maturity C
umies
Bankers Acceptances A-1,or equivalent highest short term rating by l of 3 NRSROS; 4ies
maximum; 5%max issuer 180 daysmax maturity
Commercial Paper A-1,or equivalent by l of 3 NRSROS; "A"or better by l of3 NRlies
term debt issued; 25%maxmurn; 5%max issuer; 270 daysma
MoneyMarket Fund Hi hest mti b 2of 3 NRSROa 20%madni 10%max issulies
Repurchase segments 102%collaterali2ation Complies
Reverse Repurchase 5%maximum,90 days max maturity lies
Agreements
LAIF Not used by investment adviser Complies
A Duration Not to exceed 60 months - 80%to 120%ofthe benchmarkComplies
Maximum Matud 5 years maximum maturitylies
Account hade$2 million race value(cusip 525ESMYE)and 3a00,000 race value hosip 525ESC1B])odderaulted Lehman Bras Holdings that ware
pumM1ased by the assume manager. Complied at time MpumM1ase.
9
C/" CHANDLER
ASSET
MANAGEMENT
Defaulted Bonds
OCSD Lehman Exposure-Account 910264 For the Month Ending 613 012 01 7
BINOPNTM IMmen&oNert,NCOpen Puslllon uq 00,0414"
�Wu.e 0 134%
666x o�.mmmn u32 1a11111
Talel Common 3bA 60.6.1.9 000% 30100 111.331611 NNRR
ua co+waa
52se3aw ,lo MNeR-on.11W 600000w eex
aaW% Oue0llwm+0 oW% 'U'.. o00% aao 180a81s N1 NRrUI-PN
o00
62M.. 2,000..DO 12 .63x
0 6 Oe1a9/m19 omx TaW omx aW Ml".S1 oW
1.N551pW IN.]m.W B6.YX NRINR
L.Y.810AU U. 011,7M.0 2000
,M1 .ID 1B fID f00m%
TUTU-POKrFOLIG3.BBO.NIW 000% 1.81AY3.Q1 Om% SUS 01AMp11N1 NR PUS
10
OIL CHANDLER
ASSET
MANAGEMENT
Ratings
Orange County Sanitation District Long Term
June 30,2017 vs.March 31,2017
moon
ware
Seex
aoao%
mao%
moax
iamx
0 0%
AU A4 P N XR
MA AA A A NR
0 W17 118% 66.0% 11.4% 3.2% 7.6%
M1117 13.3% 65.5% 149% 3.6% 6.8%
Wurue:S&P Petlnae
Orange County Sanitation District Liquid
June 30,2017 vs.March 31,2017
sooc%
eo.aox
loan%
v Scl
soon%
a000x
eo.aox
:oao%
moox
oao%
OM M A W NR
.N:weon .a�a1rza17
A4A AA A U NR
0NNI17 We% 26s% 5.2% 0.0% 0.0%
0N31117 79.9% 15.7% 4A% 0.0% 0.0%
Sou,u:sSP Beliga
TT
C/" CHANDLER
ASSET
MANAGEMENT
OCSD Investment Program
Quarter End Portfolio Value
$600,000,000
•Liquid Opembrg Monies
$500,000,000 •Long-Tom Opending Monies
$400,000,000
$300,000,000
$200,000,000 —
$100.000,000
A A
Y Y W Y
SeR>d •>g '>y ✓`�>v >y •>y '>3. ✓`�>9 >4, '>4, '>6, ✓`�>C �'a>s •>y, '>j ✓��>>
HISTORICAL YIELD CURVE
4.00%
�JUN 2017
MAY 2017
3.00% — : UN 2016 _______________________________________________________2.84%_
2.31%
2,14%
2.00% ----------------.1.89% _ ____________________________________ ______________
1.55%
1.38%
1.13%
1.00%
1.01%
0.00%
�i 1h 3h Sh la >o 190
% o h h
12
GilOrange County Sanitation District Liquid Portfolio Summary
Account#10282 As of 6/3 012 01 7
PORTFOLIO CHARACTERISTICS ACCOUNTSUMMARY ••
aaa�
911" Beg.Values End Values Issuer %Portfolio
Average Duration 0.14 as of 5/31117 as of 6130/17
Government of United States 28.5
Average Coupon 1.18% Market Value 145,019,885 124,237,952 Federal National Mortgage Assoc 20.1
Average Purchase YTM 0.93% Accrued Interest 320,835 198,126 Federal Home Loan Bank 19.9
Averse Market YTM 0.96% Total Market Value 145,340,720 124,436,078
9 Federal Home Loan Mortgage Corp 14.0
Average S&P/Moody Rating AAA/Aaa Income Earned 103,060 97,671 Bank of Tokyo-Mit UFJ 2.6
Average Final Maturity 0.14 yrs COnt/WD -21,000,000 Dreyfus Treasury Money Market F 2.3
Average Life 0.09 yrs Par 144,940,490 124,188,333 Toyota Motor Corp 1.5%
Book Value 145,027,955 124,248,335 Intl Bank Recon and Development 0.9%
I Cost Value 145,045,341 124.200,657 89.9%
• - • • MATURITY DISTRIBUTION
us 100% AAA
Corporate us 66.4% (68.9%)
(8.5%) Treasury
(28.6%) 80%
Commercial
Paper 80%
(4,1%) Negotiable
Money CD 46%
Market /(1.6%)
Fund
FI 20%
(23%) 10.2% A
a4% (5.2%)
suprana4onal %
Agency (0.9%) 0-.25 M 5 5-1 1-15 15-2 2-25 2.5 a P
SM1.9%) AA-
Maturtty(Yrs) (25 9%)%)
Total Rate of Return Current Latest Year Annualized Since
As of 6/30/2017 Month 3 Months To Date 1 Yr 3 Yr8 5 Yrs 10 Yrs 11I30/2014 11/3012014
Orange County Sanitation District Liquid 0.07% 0.20% 0.34% 0.57% N/A N/A N/A 0.41 % 1.06%
BAML 3-Month US Treasury Bill Index 0.08% 0.20% 0.30% 0.49% N/A N/A N/A 0.27% 0.69%
Chandler Awed Management-CONFIDENTIAL Page 1 Execution Time:7/4I2017 9:27:52 PM
C/" Orange County Sanitation District Long Term Portfolio Summary
Account#10268 As of 6/3 012 01 7
PORTFOLIO CHARACTERISTICS ACCOUNTSUMMARY ••
aaa�
9r Beg.Values End Values Issuer %Portfolio
Average Duration 2.44 as of 5/31/17 as of 6130/17
Government of United States 29.2
Average Coupon 1.76% Market Value 330,796,641 330,358,235 Federal National Mortgage Assoc 11.2%
Average Purchase YTM 1.68% Accrued Interest 1,331,055 1,447,134 Federal Home Loan Bank 7.7
Averse Market YTM 1.60% Total Market Value 332,127,696 331,805,369
9 Federal Home Loan Mortgage Corp 7.4
Average S&P/Moody Rating AA/Aal Income Earned 448,014 458,872 Inter-American Dev Bank 4.4
Average Final Maturity 2.79 yrs COnt/WD 30,906 Intl Bank Recon and Development 3.0%
Average Life 2.54 yrs Par 329,316,087 329,667,101 John Deere ASS 2.1
Book Value 329,271,550 329,645,249 Bank of Tokyo-Mit UFJ 1.9%
I Cost Value 330.610,695 330.990,512 66 9 Y
• - • • MATURITY DISTRIBUTION
MBS 50% AA
(0.6%) (W.0%)
U6_Cmp 25% I�
(24.0%) U9 Treasury
(29.2%) t6s%
CP 20%
(3.8%) 1e.5%
Munldpals 15% 1a4=b
(1.4%) 10.
Suprenetlonel 10% 77% BBB
(0.9%) R 4.1%
Agency 5% 3.1% NR
C% (25.1%) (7,6%)
(0c%) %
ASS 0- 25 s5-s s-1 1-2 2-s 3-a 4-s s. APA A
Maturity yrs) (118%) (11.4%)
Total Rate of Return Current Latest Year Annualized Since
As of 6/30/2017 Month 3 Months To Date 1 Yr 3 Yrs 5 Yrs 10 Yrs 11/30/2014 11/3012014
Orange County Sanitation District Long Tenn -0.11 % 0.46% 0.98% 0.19% N/A N/A N/A 1.19% 3.11 %
BAML 1-5 Yr US Corporate/Govt Rated AAA-A Index -0.12% 0.48% 0.96% -0.17% N/A N/A N/A 1.16% 3.03%
BAML US 15 Yr US Corp/Gout Rated AAA-BBB Index -0.10% 0.55% 1.11 % 0.14% N/A N/A N/A 1.32% 3.44%
Chandler Asset Management-CONFIDENTIAL Page t Exaction Time:7/612017 9:24:48 PM
Orange County Sanitation District
Investment Transactions and Balances in the
State of California Local Agency Investment Fund
June 30, 2017
Par Value Book Value Market Value Rate Yield
Balance
June 1, 2017 $43,047,195 $43,047,195 $43,047,195 0.98 0.98
Deposits:
6/15/2017 15,000,000 15,000,000 15,000,000 0.98 0.98
Total Deposits 15,000,000 15,000,000 15,000,000 0.98 0.98
Quarterly
Interest
Distribution 0.98 0.98
Withdrawals:
6/7/2017 (2,900,000) (2,900,000) (2,900,000) 0.98 0.98
6/21/2017 (2,000,000) (2,000,000) (2,000,000) 0.98 0.98
6/22/2017 (3,000,000) (3,000,000) (3,000,000) 0.98 0.98
6/29/2017 (3,900,000) (3,900,000) (3,900,000) 0.98 0.98
Total Withdrawals (11,800,000) (11,800,000) (11,800,000) 0.98 0.98
Balance
June 30,2017 $46,247,195 $46,247,195 $46,247,195 0.98 0.98
Report ID: GL8251
Asset Summary Base Cwnener: USD
i
BNY MELLON by Asset Type with Sectors Alternate eaxe Cpr RaW
Exc6eage Rete:
OCS LTQ OF CHANDLER-OCSF07511102 6 30 2017 Status: FINAL
Net Unrealized
Cost Market Value % of Gain/Loss
Description Shares Par Base Base Total Base
CASH&CASH EQUWALENTS
U.B.DOLLAR
CERTIFICATES OF DEPOSIT-U.S. 2,000,000.000 2,000,254.44 2,000,254.44 1.61% 0.00
COMMERCIAL PAPER-DISCOUNT 5,105,000.000 5,089,004.37 5,089,004.37 4.09% 0.00
FEDERAL HOME LOAN BANK- 1 YR OR LESS 24,800,000.000 24,751,124.98 24,751,124.98 19.89% 0.00
FNMA ISSUES- I YR OR LESS 19,000,000.000 18,962,050.04 18,962,050.04 15,24% 0.00
SHORT TERM INVESTMENT FUNDS(US REGULATED) 2,916,332.880 2,916,332.88 2,916,332.88 2.34% 0.00
U.S.TREASURY BILLS- 1 YR OR LESS 33,000,000.000 32,918,360.28 32,918,360.28 26.45% 0.00
INTEREST 325,936.87 325,936.87 0.26% 0.00
U.S.DOLLAR 86,821,332.880 86,963,063.86 86,963,063.86 69.88% 0."
CASH&CASH EQUIVALENTS 86,821,332.880 86,963,063.86 86,963,063.86 69.88% 0.00
FIXED INCOME SECURITIES
U.S.DOLLAR
BANKING&FINANCE 5,420,000.000 5,454,308.40 5,442,737.40 4.37% -11,571.00
CAPITAL GOODS 1,000,000.000 1,033,650.00 1,016,420.00 0.82% -17,230.00
HEALTH CARE 1,000,000.000 1,015,310.00 1,004,820.00 0.81% -10,490.00
OIL&GAS 1,000,000.000 1,000,780.00 999,830.00 0.80% -950.00
SUPRANATIONAL ISSUES 1,162,000.000 1,163,057.42 1,161,918.66 0.93% -1,138.76
TECHNOLOGY 1,000,000.000 999,870.00 999,500.00 0.80% -370.00
TRANSPORTATION 1,000,000.000 999,580.00 999,390.00 0.80% -190.00
US AGENCIES 23,285,000.000 23,400,285.65 23,356,574.45 18.77% -43,711.20
US GOVERNMENTS 2,500,000.000 2,496,688.06 2,497,225.00 2.01% 536.94
U.S. DOLLAR 37,367,000.000 37,563,529.53 37,478,415.51 30.12% -85,114.02
FIXED INCOME SECURITIES 37,367,000.000 37,563,529.53 37,478,415.51 30.12% -85,114.02
TOTAL ASSETS-BASE: 124,188,332.880 124,526,593.39 124,441,479.37 100.00% .85,114.02
711212017 11:12:14" EDT 1 Workbench
Asset Summary Report ID: GL5251
Base Currenry: Can
BNY MELLON by Asset Type with Sectors Alteesa[e Base Currency:
Exchange Rate:
OCS LONG CHANDLER-0CSF07522202 6 30 2017 Status: FINAL
Net Unrealized
Cost Market Value % of Gain/Loss
Description shares Per Base Base Total Base
CASH&CASH EQUIVALENTS
U.S.DOLLAR
CASH EQUIVALENTS 60,641.490 93,294.59 25,621.03 0.01% -67,673.56
COMMERCIAL PAPER-DISCOUNT 12,645,000.000 12,571,626.30 12,571,626.30 3.79% 0.00
SHORT TERM INVESTMENT FUNDS(US REGULATED) 2,924,235.990 2,924,235.79 2,924,235.79 0.88% 0.00
PENDMG TRADES 16.26 16.26 0.00% 0.00
INTEREST 1,524,158.88 1,524,158.88 0.46% 0.00
U.S.DOLLAR 15,629,877.280 17,113,331.82 17,045,658.26 5.13% -67,673.56
CASH&CASH EQUIVALENTS 15,629,877.280 17,113,331.82 17,045,658.26 5.13% .67,673.56
FL4ED INCOME SECURITIES
U.S.DOLLAR
ABS-CAR LOANS 8,916,210.650 8,915,740.43 8,907,788.19 2.68% -7,952.24
ADS-CREDIT CARDS 4,140,000.000 4,139,643.13 4,137,267.60 1.25% -2,375.53
ASS-EQUIPMENT 6,939,186.190 6,939,012.46 6,930,481.55 2.09% -8,530.91
ABS-HOMEEQUNY 133,743.290 100,432.85 126,185.46 0.04% 25,752.61
ABS-SMALL BUSINESS ADMINISTRATION 62,182.380 62,182.38 65,359.28 0.02% 3,176.90
ABS-STUDENT LOANS 33,013.570 32,879.63 33,716.43 0.01% 836.80
BANRWG&FINANCE 40,770,000.000 41,617,365.66 39,128,360.70 11.79% -2,489,004.96
CAPITAL GOODS 5,000,000.000 5,014,950.00 5,045,250.00 1.52% 30,300.00
FHLMC MULTICLASS 1,852,198.510 2,024,989.01 2,048,771.90 0.62% 23,782.89
FHLMC POOLS 2,306.830 2,227.41 2,371.38 0.00% 143.97
FNMA POOLS 1,435,847.610 1,496,854.08 1,549,461.42 0.47% 52,607.34
FNMA REMIC 295,835.710 295,743.27 299,678.62 0.09% 3,935.35
GNMA MULTI FAMILY POOLS 217,552.050 217,556.51 225,253.61 0,07% 7,697.10
GNMA REMIC 25,879.970 25,879.97 25,994.62 0.01% 114.65
HEALTH CARE 4,000,000.000 4,009,675.00 4,017,720.00 1.21% 8,045.00
INSURANCE 4,000,000.000 4,131,120.00 4,126,480.00 1.24% -4,640.00
OIL&GAS 12,850,000.000 12,830,976.90 12,875,010.50 3.88% 44,033.60
SUPRANATIONAL ISSUES 27,035,000.000 27,097,392.05 26,947,633.65 8.12% -149,758.40
TAXABLE MUNICIPALS 4,240,000.000 4,307,633.89 4,569,165.60 1.38% 261,531.71
TECHNOLOGY 14,045,000.000 14,095,700.55 14,052,809.35 4,23% -42,891.20
U.S.TIPS 10,708,984.000 10,591,699.89 10,519,113.71 3.17% -72,586.18
711212017 11:13:29AM EDT 1 Workbench
Asset Summary Report ID: G1,8251
Base Cunenry: USD
BNY MELLON by Asset Type with Sectors Alteesa[e Base Currency:
Exchange Rate:
OCS LONG CNANDLBR-OCSF07522202 6 30 2017 Status: FINAL
Net Unrealized
Cost Market Value % of Gain/Loss
Description Shares Par Base Base Total Base
US AGENCIES 83,365,000.000 83,120,161.40 83,070,233.95 25.02% -49,927.45
US GOVERNMENTS 86,300,000mo 85,617,374.66 85,916,457.00 25.88% 299,082.34
WHOLE LOAN-CMO-COLLATERALIZED MTG OBUG 329,924.566 329,900.2E 330,082.93 0.10% 182.68
U.S.DOLLAR 316,697,865.326 317,017,091.38 314,950,647.45 94.87% -2,066,443.93
FIRED INCOME SECURITIES 316,697,865.326 317,017,091.38 314,950,647.45 94.87% .2,066,443.93
TOTAL ASSETS-BASE: 332,327,742.606 334,130,423.20 331,996,305.71 100.00% -2,134,117.49
711212017 11:13:29AM EDT 2 Workbench
Asset Summary Report ID: GL8251
Base Cunenry: USD
BNY MELLON by Asset Type with Sectors Alteenate Ease Cwrener:
Exchange Rate:
ESCROW ACCOUNT-OCS"7555502 6 30 2017 Status: FINAL
Net Unrealized
Cost Market Value % of Gain/Loss
Description shares par Base Base Total Base
CASH&CASH EQUWALENTS
U.S.DOLLAR
INTEREST 5,680.29 5,680.29 0.16% 0.00
PUKED INCOME SECURITIES
U.S.DOLLAR
US GOVERNMENTS 3,600,000.000 3,590,015.63 3,585,240.00 99.84% -4,775.63
TOTAL ASSETS-BASE: 3,600,000.000 3,595,695.92 3,590,920.29 100.00% -4,775.63
711212017 11:14:16AM EDT 1 Workbench
Yield Analysis Report ID: NAM234
Base Currency:
BNY MELLON
OCSF07511102 6/30/2017
Liquid Oper-Pimco
Units Held YTM/ Curren Moody's Market Total Cost %Type Option
Security ID Security Description can(EOP) t Quality Price Market Value %Market AQj
Yield Rating Value Duration
CASH &.TEMPORARY
Sum o(Acmuut Receivables - 0.00
SUMRECV 325,937
AGENCY
10,000,000.00 FEDERAL HOME LN BK CONS DISC N 0.90 Ass 99.96 9,978,514 11.50 0.06
313385JK3 07/21/2017 9,978,514 8.02
5,000,000.00 FEDERAL HOME LN BK CONS DISC N 0.92 Asa 99.92 4,989,118 5.75 0.08
313385JS6 07/28/2017 4,989,118 4.01
9,000,000.00 FEDERAL HOME LN BK CONS DISC 0.96 Asa 99.91 8,984,238 10.35 0.09
313385JX5 08/02/2017 8,984,238 722
CERTIFICATES OF DEPOSIT
1,000,000.00 TORONTO DOMINION BANKC/D 122 1.20 - 100.00 1,000,235 1.15 0.04
89113WEE2 1.200%07/13/2017 DE,07/14/16 1,000,235 0.80
COMMERCIAL PAPER
1,705,000.00 BANK TOKYO-MITSUB DISC 0.85 0.85 P-1 99.70 1,698,182 1.96 0.35
06538BU76 07/07/2017 1,698,182 L36
19,000,000.00 FEDERAL NATL MTG ASSN DISC 0.92 Aaa 99.93 18,962,050 21.85 0.07
313589JQ7 0.000%07/26/2017 DO 08/01/16 18,962,050 1&24
1,500,000.00 BANK TOKYO-MITSUB DISC 4.31 P-t 99.70 1,495,567 1.72 0.07
06538BUR2 07/25/2017 1,495,567 L20
1,900,000.00 TOYOTA MTR CR CP DISC 4.94 P-t 99.75 1,895,256 2.18 0.05
89233GUKO 07/19/2017 1,895,256 L52
OTHER
7/12/2017 11:26.12" EDT 1 Source:The BaAc fNew York Mellon Communion
Yield Analysis Report ID: RAM234
Base Currency: USD
BNY MELLON
OCSF07511102 6/30/2017
Liquid Oper-Pim<o
Units Held YTM/ Curren Moody's Market Total Cost %Type Option
Security ID Security Description can(SOP) t Quality Price Market Value %Market AQj
Yield Rating Value Duration
2,916,332.88 DREYFUS TREAS&AGY CSH CSH MG Aaa 2,916,333 3.36 0.08
996085247 VAR RT 12/31/2049 DD 04/09/97 2,916,333 2.34
SWEDEN
1,000,000.00 SVENSKA HANDELSBKN AB C/D 1.19 1,18 - 100.00 1,000,020 1.15 0.34
8695MMUO 1.175%10/02/2017 DO 05/05/17 1,000,020 0.80
TREASURIES AND AGENCIES O
80Q000.00 FEDERAL HOME LN BK CONS DISC 0.92 Aaa 99.94 799,256 0.92 0.07
313385JQO MAT 07/26/2017 799,256 0.64
TREASURY
15,000,000.00 U S TREASURY BILL 0.37 Aaa 99.99 14,962,819 17.24 0.02
912796LG2 0.000%07/06/2017 DD 01/05/17 14,962,819 12.02
5,0OQ000.00 U S TREASURY BILL 0.68 Ann 100.00 4,990,381 5.75 0.06
912796KB4 0.000%07/20/2017 DD 07/21/16 4,990,381 4.01
13,000,000.00 U S TREASURY BILL 0.99 Aso 99.78 12,965,160 14.94 0.22
912796LUl 0.000%09/21/2017 DD 03/23/17 12,965,160 10.42
TOTAL: CASH is TEMPORARY 0.97 0.06 86,637,127 100p0 0.09
86,963,064
FIXED INCOME
AGENCIES&OTHER GOVT OBL
7,000,000.00 FEDERAL HOME LN MTG CORP 1.04 1.00 Ase 100.00 7,003,210 18.59 0.08
3137EADJ5 1.000%07/26/2017 DD 06/25/12 6,999,790 5.63
5,285,000.00 FEDERAL HOME LN MTG CORP 1.09 1.00 Ann 99.98 5,284,776 14.03 0.25
3137EADL0 1.000%09/29/2017 DD 08/10/12 5,283,784 4.25
7/12/2017 11:26.12" EDT 2 Sou¢e:The BakofNeu,York Mellon Corporad.n
Yield Analysis Report ID: RAM234
Base Currency: USD
BNY MELLON
OCSF07511102 6/30/2017
Liquid Oper-Pim<o
Units Held YTM/ Curren Moody's Market Total Cost %Type Option
Security ID Security Description can(SOP) t Quality Price Market Value %Market Adj
Yield Rating Value Duration
6,000,000.00 FEDERAL NATL MTG ASSN 1.10 1.00 A. 99.98 5,998,350 15.93 0.24
3135GOZW 1.000%09/27/2017 DD 08/25/14 5,998,500 4,82
5,000,000.00 FEDERAL HOME LN MTG CORP 1.19 5.05 Ann 101.49 5,113,950 13.47 0.38
3137EABA6 5.125%11/17/2017 DD 10/12/07 5,074,500 4.08
BANRB is FINANCE
870,000.00 BANK OF NEW YORK MELLON CORP/T 1.42 1.30 Al 99.93 869,365 2.31 0.56
06406HCE7 1.300%01/25/2018 DO 10/25/12 869,408 0.70
1,000,000.00 CHARLES SCHWAB CORP/THE 1.46 1.50 A2 100.03 1,001,100 2.66 0.69
808513AK1 1.500%03/10/2018 DO 03/10/15 1,000,280 0.80
1,000,000.00 HSBC USA INC 1.56 1.62 A2 100.03 1,000,340 2.66 0.54
40428HPH9 1.625%01/16/2018 DO 12/20/12 1,000,340 0.80
1,000,000.00 JPMORGAN CHASE&CO L81 5.87 A3 102.25 1,032,600 2.71 0.52
46625HGYO &000%0 1/15/2018 DO 12/20/07 1,022,470 0.82
INDUSTRIALS
1,000,000.00 UNITED PARCEL SERVICE INC 1.37 1.13 Al 99.94 999,580 2.65 0.25
911312AP1 1.125%10/01/2017 DO 09/27/12 999,390 0.80
1,000,000.00 ORACLE CORD 1.37 1.20 Al 99.95 999,870 2.65 0.29
68389XAN5 1.200%10/15/2017 DO 10/25/12 999,500 0.80
1,000,000.00 CHEVRON CORD 1.39 1.34 As2 99.98 1,000,780 2.65 0.36
16676413C3 1.344%11/09/2017 DO 11/17/15 999,830 0.80
1,000,000.00 AMERICAN HONDA FINANCE CORP 1.40 1.50 Al 100.07 1,001,140 2.66 0.69
02665WATB 1.500%03/13/2018 DO 03/13/15 1,000,690 0.80
1,000,000.00 GENERAL ELECTRIC CO 1.43 5.17 Al 101.64 1,033,650 2.70 0.43
369604BC6 5.250%12/06/2017 DO 12/06/07 1,016,420 0.82
7/12/2017 11:26.12" EDT 3 Source:TheB ofNeu,Pork Mellon Corporadon
Yield Analysis Report ID: RAM234
Base Currency: USD
BNY MELLON
OCSF07511102 6/30/2017
Liquid Oper-Psm<o
Units Held YTM/ Curren Moody's Market Total Cost %Type Option
Security ID Security Description can(SOP) t Quality Price Market Value %Market AQj
Yield Rating Value Duration
550,000.00 JOHN DEERE CAPITAL CORP 1.50 1.35 A2 99.92 149,764 1.46 0.54
24422EST7 1.350%01/16/2018 DO 01/16/15 549,549 0.44
1,000,000.00 JOHNSON It JOHNSON 1.66 5.52 Aaa 100.48 1,015,310 2.67 0.12
478160AQ7 5.550%08/15/2017 DO 08/16/07 1,004,820 0.81
SUPRANATIONALS
1,162,000.00 INTERNATIONAL BANK FOR RECONST 1.26 1.13 Asa 99.99 1,163,057 3.09 0.05
459058DC4 1.125%07/18/2017 DO 07/16/13 1,161,919 0.93
TREASURIES
2,500,000.00 U S TREASURY NOTE L07 0.63 Ass 99.89 2,496,688 6.63 0.25
912828TS9 0.625%09/30/2017 DO 09/30/12 2,497,225 2.01
TOTAL:FIEED INCOME 1.20 1.96 37,563,530 100,00 0.28
37,478,416
TOTAL:Liquid Oper-Pienco 1." 0.65 124,200,657 100.00 0.15
124,441,479
7/12/2017 11:26.12" EDT 4 Source:The HaNc. fNew York M,Oa Corporadon
Yield Analysis Report ID: RAM234
Base Currency:
BNY MELLON
OCSF07522202 6/30/2017
Long Term Oper-Plmeo
Units Held YTM/ Curren Moody's Market Total Cost %Type Option
Security ID Security Description can(EOP) t Quality Price Market Value %Market Adj
Yield Rating Value Duration
CASH &.TEMPORARY
Sum o(Acmuut Receivables - 0.00
SUMRECV 1,524,175
COMMERCIAL PAPER
6,345,000.00 BANK TOKYO-MITSUB DISC 0.85 0.8$ P-1 99.70 6,319,627 40.53 0.35
06538BU76 07/07/2017 6,319,627 1.90
6,300,000.00 TOYOTA MTR CR CP DISC 8.38 P-1 99.24 6,251,999 40.10 0.09
89233GV29 08/02/2017 6,251,999 1.88
OTHER
60,641.49 SLH PROXY LONG EXPOSURE - - 93,295 0.16 -
99WAEU30 SLHOPNTA4 25,621 0.01
2,924,235.79 DREYFUS TREAS&.AGY CSH CSH MG - Aaa 2,924,236 18.76 0.08
996085247 VAR RT 12/31/2049 DO 04/09/97 2,924,236 0.88
OS CASH
1.00 USD(UNITED STATES DOLLAR) - - 0 0.00 -
NA9123459 GL PAYABLES RECEIVABLES 0 0.00
TOTAL:CASH 6 TEMPORARY 4.57 0.84 15,589,157 100.00 0.19
17,045,668
FIXED INCOME
AGENCIES&OTHER GOVT OBL
5,000,000.00 FEDERAL HOME LN MTG CORP 1.01 0.75 Ana 99.99 4,994,250 1.58 0.04
3137EADV8 0.750%07/14/2017 DO 05/29/15 4,999,500 1.51
7/12/2017 11:26.12" EDT 5 Source:The BaNc. fNew York Mellen Communion
Yield Analysis Report ID: RAM234
Base Currency: USD
BNY MELLON
OCSF07522202 6/30/2017
Long Term.Opar Plmco
Units Held YTM/ Curren Moody's Market Total Cost %Type Option
Security ID Security Description can(SOP) t Quality Price Market Value %Market Adj
Yield Rating Value Duration
5,000,000.00 FEDERAL HOME LN MTG CORD 1.19 0.75 A. 99.77 4,967,500 1.58 0.53
3137EADN6 0950%01/12/2018 DD 11/21/12 4,988,400 1,50
7,500,000.00 FEDERAL HOME LN BK CONS BD 1.23 1.37 Aae 100.10 7,544,850 2.37 0.68
313378A43 1.375%03/09/2018 DD 02/13/12 7,507,500 2.26
5,000,000.00 FEDERAL HOME LN MTG CORP 1.25 0.88 Aae 99.74 4,974,100 1.58 0.68
3137EADP1 0.875%03/07/2018 DD 01/17/13 4,987,050 1.50
5,000,000.00 FEDERAL NATL MTG ASSN 1.37 1.13 Aaa 99.65 4,963,950 1.57 1.44
3135GOG72 1.125%12/14/2018 DD 11/03/15 4,982,250 1.50
7,500,000.00 FEDERAL HOME LN BK CONS BE, 1.43 1.50 Aaa 100.12 7,589,190 2.37 1.66
3133782M2 1.500%03/08/2019 DD 02/06/12 7,509,225 2.26
7,500,000.00 FEDERAL HOME LN MTG CORP 1.50 1.26 Aaa 99.45 7,399,650 2.36 2.21
3137EADM8 1.250%10/02/2019 DD 10/02/12 7,458,750 2.25
5,000,000.00 FEDERAL NATL MTG ASSN 1.58 1.50 Aaa 99.76 4,955,650 1.58 2.91
3135GOD75 1.500%06/22/2020 DD 04/27/15 4,987,800 1.50
5,000,000.00 FEDERAL HOME LN BK CONS BE, LAS 1.74 Aaa 100.34 5,008,950 1.59 2.87
313383HU8 1.750%06/12/2020 DO 06/03/13 5,017,000 1.51
5,365,000.00 FEDERAL HOME LN BK CONS BE, L68 1.39 Aaa 98.92 5,343,325 1.68 3.52
313OA7CV5 1.375%02/18/2021 DO 02/18/16 5,307,219 1.60
7,500,000.00 FEDERAL NATL MTG ASSN 1.69 1.51 Aaa 99.39 7,370,726 2.36 3.32
3135GOF73 1.500%11/30/2020 DO 10/19/15 7,453,950 2.25
10,000,000.00 FEDERAL NATL MTG ASSN 1.72 1.39 Aaa 98.77 10,040,950 3.12 3.54
3135GW20 1.375%02/26/2021 DO 02/05/16 9,877,300 2.98
3,000,000.00 FEDERAL NATL MTG ASSN 1.92 1.99 Aaa 100.33 2,994,570 0.95 4.28
3135GOS38 2.000%01/05/2022 DD 0 1/09/17 3,009,990 0.91
7/12/2017 11:26.12" EDT 6 SOu¢ Ma DaNc. fNew York Mellon Corporndon
Yield Analysis Report ID: RAM234
Base Currency: USD
BNY MELLON
OCSF07522202 6/30/2017
Long Term.Opar Plmco
Units Held YTM/ Curren Moody's Market Total Cost %Type Option
Security ID Security Description can(EOP) t Quality Price Market Value %Market Adj
Yield Rating Value Duration
5,000,000.00 FEDERAL NATL MTG ASSN L94 1.88 A. 99.69 4,972,500 1.58 4.54
3135GUF45 1.875%04/05/2022 DO 04/10/17 4,984,300 1,50
BANKS&PIW"CE
3,000,000.00 HSBC USA INC 1.56 1.62 A2 100.03 3,003,290 0.95 0.54
40428HPH9 1.625%01/16/2018 DO 12/20/12 3,001,020 0.90
3,800,000.00 BANK OF AMERICA CORP 1.68 5.65 Baal 101.69 4,334,014 1.22 0.42
060505DP6 5.750%12/01/2017 DO 12/04/07 3,864,296 1.16
5,000,000.00 JOHN DEERE CAPITAL CORP 1.76 2.27 A2 101.16 5,046,984 1.60 2.14
24422ESS9 2.300%09/16/2019 DO 09/15/14 5,057,950 1.52
2,900,000.00 AMERICAN EXPRESS CO 1.77 6.75 A3 103.72 3,377,386 0.95 0.70
025816AY5 7A00h 03/19/2018 DO 03/19/08 3,007,793 0.91
3,200,000.00 BEAR STEARNS COS LLC/THE L81 4.52 A3 102.82 3,523,520 1.04 0.96
073902CD8 4.650%07/02/2018 DO 06/25/03 3,290,208 0A9
5,000,000.00 GENERAL ELECTRIC CO L83 2.18 Al 100.91 5,014,950 1.59 2.42
36962G7M0 2.200%01/09/2020 DO 01/09/15 5,045,250 1.52
2,120,000.00 BANK OF NEW YORK MELLON CORP/T L84 2.28 Al 100.99 2,142,175 0.68 2.12
06406HCW7 2.300%09/11/2019 DO 09/11/14 2,140,903 0b4
600,000.00 GOLDMAN SACHS GROUP INC/THE L84 5.82 A3 102.24 692,806 0.19 0.53
38141GFG4 &950%01/18/2018 DO 0 1/18/08 613,410 0.18
5,000,000.00 WELLS FARGO&CO 2.12 2.56 A2 101.41 5,001,650 1.60 2.91
94974BGM6 2.600%07/22/2020 DO 07/22/15 5,070,500 1.53
1,250,000.00 HSBC USA INC 2.12 2.34 A2 100.59 1,222,788 0.40 2.57
40428HPR7 2.350%03/05/2020 DO 03/05/15 1,257,338 0.38
7/12/2017 11:26.12" EDT 7 Sou¢ Ma DaNc. fNew Pork Mellon Corporndon
Yield Analysis Report ID: RAM234
Base Currency: USD
BNY MELLON
OCSF07522202 6/30/2017
Long Term.Oper-Plmco
Units Held YTM/ Curren Moody's Market Total Cost %Type Option
Security ID Security Description can(SOP) t Quality Price Market Value %Market AQj
Yield Rating Value Duration
2,000,000.00 JPMORGAN CHASE&CO 2.12 2.24 A3 100.31 1,994,880 0.63 2A6
46625HKA7 2.250%01/23/2020 DD 01/23/15 2,006,200 0,60
4,000,000.00 BERKSHIRE HATHAWAY FINANCE CDR 2.31 2.91 Aa2 103.16 4,131,120 1.30 4.54
084664BT7 3.000%05/15/2022 DD 05/15/12 4,126,480 1.24
2,500,000.00 BANK OF NEW YORK MELLON CORP/T 2.44 2.58 Al 100.70 2,504,475 0.80 4.30
06406RAA5 2.600%02/07/2022 DD 02/07/17 2,517,475 0.76
2,800,000.00 MORGAN STANLEY 2.66 4.96 A3 110.89 3,200,848 0.98 3.62
61747WAL3 5.500%07/28/2021 DD 07/28/11 3,104,808 0.94
600,000.00 ESC LEHMAN BRTH HLD ESCROW - - 6.25 344,721 0.01 -
525ESCIB7 0.000%11/24/2013 DD 01/22/08 37,500 0.01
2,000,000.00 LEHMAN BRTH HLD ESC - - 6.25 1,181,189 0.04 -
525ESCOY6 0.000%12/30/2016 DD 10/24/05 125,000 0.04
CARDS
4,140,000.00 CHASE ISSUANCE TRUST A7 A7 1.38 1.06 - 99.93 4,139,643 1.31 0.21
161571HHO 1.060%09/16/2019 DO 09/13/16 4,137,268 1.25
1,810,000.00 HONDA AUTO RECEIVABLES 202 A3 1.60 1.39 Aaa 99.79 1,809,965 0.57 1.02
43814QAC2 1A90%04/15/2020 DO 05/31/16 1,806,163 0.54
CARE
598,200.81 HONDA AUTO RECEIVABLES 20 1 A2 1.26 1.01 - 99.96 598,141 0.19 0.09
43814NAB1 1.010%06/18/2018 DD 02/25/16 597,968 0.18
30,381.66 HONDA AUTO RECEIVABLES 20 2 A3 1.35 0.77 Ass 99.97 30,360 0.01 0.02
43814GAC4 0.770%03/19/2018 DD 05/21/14 30,373 0.01
1,663,973.75 NISSAN AUTO RECEIVABLES C A2A 1.38 1.07 - 99.87 1,663,908 0.53 0.37
65478WAB1 1.070%05/15/2019 DD 08/10/16 1,661,861 0.50
7/12/2017 11:26.12" EDT 8 Sou¢e:The BaNc. fNew Pork Mellon Corporndon
Yield Analysis Report ID: RAM234
Base Currency: USD
BNY MELLON
OCSF07522202 6/30/2017
Long Term.Oper-Plmco
Units Held YTM/ Curren Moody's Market Total Cost %Type Option
Security ID Security Description can(SOP) t Quality Price Market Value %Market AQj
Yield Rating Value Duration
1,563,654.43 TOYOTA AUTO RECEPIABLES 2 A A3 L38 1.12 A. 99.90 1,563,418 0.49 0.27
89236WAC2 I.120%02/15/2019 DO 03/04/15 1,562,091 0,47
1,885,000.00 HONDA AUTO RECEIVABLES 20 1 A2 1.44 1.42 Aaa 99.99 1,884,955 0.60 0.81
43814TAB8 1.420%07/22/2019 DO 03/28/17 1,884,812 0.57
1,365,000.00 NISSAN AUTO RECEIVABLES A A2A 1.50 1.47 Aaa 99.97 1,364,993 0.43 0.79
654747AB0 1.470%01/15/2020 DO 03/28/17 1,364,522 0.41
EQUIpleg"LOANS
1,410,000.00 JOHN DEERE OWNER TRUST 20 A A2 1.53 1.50 Asa 99.97 1,409,994 0.45 0.56
47787XAB3 1.500%10/15/2019 DO 03/02/17 1,409,591 0.42
2,349,408.52 JOHN DEERE OWNER TRUST 20 B A2 1.56 1.09 Ase 99.91 2,349,265 0.74 0.18
47788NAB4 1M90%02/15/2019 DO 07/27/16 2,347,271 0.71
2,420,000.00 JOHN DEERE OWNER TRUST 20 A A3 1.71 1.36 Aaa 99.78 2,419,619 0.76 0.64
477881AAC4 1.360%04/15/2020 DO 03/02/16 2,414,579 0.73
759,777.67 JOHN DEERE OWNER TRUST 20 B A3 1.91 1.07 Aae 99.90 760,134 0.24 0.08
477877AD6 1.070%11/15/2018 DO 09/03/14 759,041 0.23
FANNIE MAB REKIC
295,835.71 FNMA GTD REMIC P/T 11-3 FA 1.63 1.68 Aaa 101.30 295,743 0.09 0.15
31397QRE0 VAR RT 02/25/2041 DD 01/25/11 299,679 0.09
FHLMC
2,306.83 FHLMC POOL#78-6064 228 3.19 Aaa 102.80 2,227 0.00 0.54
31348SWZ3 VAR RT 01/01/2028 DO 12/01/97 2,371 0.00
FNMA
355,945.49 FNMA POOL#0466397 1.98 3.26 Aae 104.29 348,243 0.12 3.08
31381PDA3 3.400%11/01/2020 DO 11/01/10 371,230 OA1
7/12/2017 11:26.12" EDT 9 Source:The HaNc. fNew Pork M,Fa Corporndon
Yield Analysis Report ID: RAM234
Base Currency: USD
BNY MELLON
OCSF07522202 6/30/2017
Long Term.Opar Plmco
Units Held YTM/ Curren Moody's Market Total Cost %Type Option
Security ID Security Description can(SOP) t Quality Price Market Value %Market AQj
Yield Rating Value Duration
134,613.02 FNMA POOL#0823358 2.15 3.27 Aaa 105.49 133,561 0.04 0.66
31406XWT5 VAR RT 02/01/2035DD04/01/05 141,998 0A4
26,938.17 FNMA POOL#0826080 2.30 4.55 Aaa 109.85 28,959 0.01 2.52
31407BXH7 5.000%07/01/2035 DD 06/01/05 29,592 0.01
21,945.63 FNMA POOL#0257179 2.34 4.19 Aaa 107.48 23,210 0.01 3.26
31371NUC7 4.500%04/01/2028 DD 03/01/08 23,587 0.01
26,769.25 FNMA POOL b0MA0022 2.36 4.19 Aaa 107.50 28,311 0.01 3.16
31417YAY3 4.500%04/01/2029 DD 03/01/09 28,777 0.01
16,548.65 FNMA POOLb0AL0869 2.37 4.19 Aaa 107.46 17,502 0.01 3.11
3138EG6F6 4.500%06/01/2029DD09/01/11 17,784 0.01
4,818.39 FNMA POOLN0748678 2.39 4.56 Aaa 109.92 5,180 0.00 2.81
31403GXF4 5.000%10/01/2033 DD 10/01/03 5,287 0.00
153,284.18 FNMA POOL#0357969 2A4 4.55 Aaa 109.99 164,780 0.05 2.59
31376ET22 5.000%09/01/2035 DD 09/01/05 168,288 0.05
149,365.49 FNMA POOL#0745580 2A7 4.56 Aaa 109.77 160,568 0.05 2.71
31403DJZ3 5.000%06/01/2036 DD 05/01/06 163,951 0.05
293,554.37 FNMA POOL#0888336 2A9 4.55 Asa 109.78 315,571 0.10 2.81
3141OF4V4 5.000%07/01/2036 DD 04/01/07 322,267 0.10
252,064.97 FNMA POOL#0815971 2.54 4.55 Aaa 109.77 270,970 0.09 2.84
31406PQY8 5.000%03/01/2035 DD 03/01/05 276,702 0.08
FREDDIE MAC MULTICLASS
33,867.35 MlAfC MULTICLASS MTG E3 A 1.17 2.86 Aaa 104.67 33,903 0.01 0.47
3133ME95 VAR RT 08/15/2032 DD 12/01/97 35,449 0.01
7/12/2017 11:26.12" EDT 10 Soume:The E¢Nc. fNew York Mellon Corporation
Yield Analysis Report ID: RAM234
Base Currency: USD
BNY MELLON
OCSF07522202 6/30/2017
Long Term.Oper-Plmco
Units Held YTM/ Curren Moody's Market Total Cost %Type Option
Security ID Security Description can(SOP) t Quality Price Market Value %Market AQj
Yield Rating Value Duration
900,000.00 FHLMC MULTICLASS MTG K006 A2 L84 4.03 NR 105.50 951,047 0.30 2.31
31398VJ98 4.251%01/25/2020 DD 04/01/10 949,455 0.29
918,331.16 MlAfC MULTICLASS MTG 58 2A 3.36 5.61 Aaa 115.85 1,040,039 0.34 3.18
31394JY35 6.500%09/25/2043 DD 09/01/03 1,063,868 0.32
ORMA
79,331.04 GNMA II POOL#0080965 1.49 2.58 Aaa 103.76 79,281 0.03 0.29
36225DCBB VAR RT 07/20/2034DD07/01/04 82,311 0.02
26,131.10 GNMA II POOL a080088M 1.72 2.58 Aaa 103.46 26,703 0.01 1.18
36225CC20 VARRT 06/20/2027DD06/01/97 27,036 0.01
9,763.34 GNMA II POOL a0080395 1.79 2.58 Aaa 103.58 9,675 0.00 0.97
36225CNM4 VARRT 04/20/203ODD04IOl/M 10,113 0.00
22,836.39 GNMA II POOL s0080023 1.81 2.59 Aaa 103.07 23,215 0.01 0.55
36225CA 9 VAR RT 12/20/2026 DD 12/01/96 23,537 OA1
79,490.18 GNMA II POOL s080408X 1.82 2.58 Aaa 103.48 78,683 0.03 1.11
36225CN28 VAR RT 05/20/203ODD05/01/00 82,257 0.02
ONMA RBAHC
25,879.97 GNMA GM REMIC P/T 00-9 FH 1.36 1.66 Aaa 100.44 25,880 0.01 -0.04
3837114NX9 VAR RT 02/16/2030 25,995 0.01
HOME EQUITY
133,743.29 AMRESCO RESIDENTIAL SECURI 1 A 1.74 1.00 - 94.35 100,433 0.04 0.00
03215PFN4 VAR RT 06/25/2029 DD 10/20/99 126,185 0.04
DiDUSTRUX3
2,000,000.00 CHEVRON CORP 1.24 1.10 Aa2 99.94 1,988,600 0.63 OA3
166764AA8 L104%12/05/2017 DD 12/05/12 1,998,840 0.60
7/12/2017 11:26.12" EDT 11 Sourc Ma BaNc. fNew Pork Mellon Corporndon
Yield Analysis Report ID: RAM234
Base Currency: USD
BNY MELLON
OCSF07522202 6/30/2017
Long Term.Opar Plmco
Units Held YTM/ Curren Moody's Market Total Cost %Type Option
Security ID Security Description can(EOP) t Quality Price Market Value %Market AQj
Yield Rating Value Duration
2,000,000.00 INTEL CORP L40 1.35 Al 99.98 2,008,280 0.63 0.46
458140AL4 1.350%12/15/2017 DD 12/11/12 1,999,520 0,60
2,000,000.00 OCCIDENTAL PETROLEUM CORP 1.67 1.50 A3 99.89 1,986,340 0.63 0.62
674599CD5 1.500%02/15/2018 DD 06/22/12 1,997,860 0.60
4,000,000.00 ELI LILLY&CO 1.69 1.94 A2 100.44 4,009,675 1.27 1.67
532457BF4 1.950%03/15/2019 DD 02/25/14 4,017,720 1.21
4,000,000.00 AMERICAN HONDA FINANCE CORP 1.84 2.23 Al 100.85 4,046,640 1.27 2.05
02665WAH4 2.250%08/15/2019 DD 09/09/14 4,033,960 1.22
5,000,000.00 QUALCOMM INC 1.91 2.23 Al 100.95 4,995,195 1.60 2.79
747525AD5 2.250%05/20/2020 DD 05/20/15 5,047,450 1.52
3,000,000.00 ER ON MOBIL CORP 2.04 2.21 Ass 100.66 3,016,097 0.95 3.50
30231GAV4 2.222%03/01/2021 DD 03/03/16 3,019,680 0.91
4,000,000.00 APPLEINC 2.06 2.24 Aal 100.66 4,050,840 1.27 3.47
037833B58 2.250%02/23/2021 DD 02/23/16 4,026,520 1.21
3,045,000.00 MICROSOFT CORP 2A0 1.58 Aaa 97.84 3,041,385 0.94 3.95
594918BP8 1.550%08/08/2021 DD 08/08/16 2,979,319 0.90
2,500,000.00 CHEVRON CORP 2AS 2.11 Ae2 99.70 2,485,350 0.79 3.71
166764BG4 2.100%05/16/2021 DD 05/16/16 2,492,450 0.75
3,350,000.00 OCCIDENTAL PETROLEUM CORP 2.49 2.59 A3 100.48 3,354,590 1.06 4.49
674599CE9 2.600%04/15/2022 DD 04/04/16 3,366,181 1.01
OTHER CMO GOUT AGERCEEB
329,924.57 NCUA GUARANTEED NOTES TR R2 lA 1.48 1.41 Aaa 100.05 329,900 0.10 0.08
62888UAA8 VARRT 11/06/2017DDll/17/10 330,083 0.10
7/12/2017 11:26.12" EDT 12 Sou¢ Ma DaNc. fNew Pork Mellon Corporndon
Yield Analysis Report ID: RAM234
Base Currency: USD
BNY MELLON
OCSF07522202 6/30/2017
Long Term.Oper-Plmco
Units Held YTM/ Curren Moody's Market Total Cost %Type Option
Security ID Security Description can(SOP) t Quality Price Market Value %Market Adj
Yield Rating Value Duration
62,182.38 SBA GTD PARTN CTFS 2001-20C1 L79 6.03 Aaa 105.11 62,182 0.02 LIO
83162CWO 6.340%03/01/2021 65,359 0.02
SOVEREIGN DEBT
5,000,000.00 INTERNATIONAL BANK FOR RECONST 2.00 2.00 Aaa 100.00 5,030,550 1.58 4.34
459058FY4 2.000%91/26/2022 DO 0 1/26/17 4,999,900 1.51
STUDENT
33,013.57 SLM STUDENT LOAN TRUST 200 9 A 2A 1 2.60 Baa3 102.13 32,880 0.01 OA4
78445JAA5 VAR RT 04/25/2023DD08/28/08 33,716 0.01
SUPRANATIONALS
5,000,000.00 INTER-AMERICAN DEVELOPMENT BAN LI5 1.00 Aae 99.99 5,019,550 1.58 0.04
4581XOCG1 1.000%07/14/2017 DD 04/30/14 4,999,700 1.51
5,000,000.00 INTERNATIONAL BANK FOR RECONST 1.35 1.00 Aaa 99.67 4,991,170 1.58 0.95
459058EJ8 1.000%06/15/2018 DD 04/30/15 4,983,250 1.50
3,035,000.00 INTER-AMERICAN DEVELOPMENT BAN 1.72 1.63 Aaa 99.74 3,027,807 0.96 2.79
4581XOCX4 1.625%05/12/2020 DD 04/12/17 3,027,079 0.91
3,500,000.00 INTER-AMERICAN DEVELOPMENT BAN 1.90 1.88 Aaa 99.90 3,590,405 1.11 3.56
4581XOCS5 1.875%03/15/2021 DD 01/14/16 3,496,325 1.05
2,500,000.00 INTERNATIONAL FINANCE CORP 1.91 1.16 Aaa 96.93 2,441,600 0.77 3.94
45950KCJ7 1.125%07/20/2021 DD 07/20/16 2,423,350 0.73
3,000,000.00 INTER-AMERICAN DEVELOPMENT BAN 2.03 2.12 Aaa 100.60 2,996,310 0.95 4.30
4581XOCW6 2.125%01/18/2022 DD 01/18/17 3,018,030 0.91
TIPS
0.00 US TREAS-CPI INFLAT 1.67 1.08 Aaa 103.84 0 0.00 2.87
912828PP9 L125%01/15/2021 DO 01/15/Il 0 0.00
7/12/2017 11:26.12" EDT 13 Source:The BaNc. fNew York M,Ua Corporation
Yield Analysis Report ID: RAM234
Base Currency: USD
BNY MELLON
OCSF07522202 6/30/2017
Long Term.Oper-Plmco
Units Held YTM/ Curren Moody's Market Total Cost %Type Option
Security ID Security Description can(SOP) t Quality Price Market Value %Market Adj
Yield Rating Value Duration
10,708,984.00 US TREAS-CPI INFLT 2.16 0.13 Aaa 98.23 10,591,700 3.32 5.83
912828W O O.125%07/15/2024 DD 07/15/14 10,519,114 3.17
TREASURIES
2,000,000.00 U S TREASURY NOTE 1.12 0.88 Aaa 99.91 1,989,757 0.63 0.37
91282SG20 0.875%11/15/2017 DD 11/15/14 1,998,200 0.60
3,500,000.00 U S TREASURY NOTE 1.21 0.75 Aaa 99.70 3,496,457 1.10 0.66
912828UR9 0.750%02/28/2018 DD 02/28/13 3,489,325 1.05
5,000,000.00 U S TREASURY NOTE 1.36 1.50 Aaa 100.24 5,016,423 1.58 1.72
912828SN1 1.500%03/31/2019 DD 03/31/12 5,011,900 1.51
11,000,000.00 U S TREASURY NOTE 1.37 1.50 Aaa 100.20 11,042,439 3.48 1.55
91282SB33 1.500%01/31/2019 DD 01/31/14 11,022,330 3.32
2,000,000.00 U S TREASURY NOTE L40 1.62 Aaa 100.45 1,996,861 0.63 1.96
912828WSS 1.625%06/30/2019 DD 06/30/14 2,008,900 0.61
5,000,000.00 U S TREASURY NOTE L40 1.62 Aaa 100.46 5,012,389 1.59 2.03
912828WW6 1.625%07/31/2019 DD 07/31/14 5,022,850 L51
5,800,000.00 U S TREASURY NOTE L42 1.74 Aae 100.72 5,873,187 1.85 2.20
912828F39 1.750%09/30/2019 DD 09/30/14 5,841,702 1.76
7,500,000.00 U S TREASURY NOTE L46 1.50 Aaa 100.09 7,449,635 2.37 2.37
91282SG61 1.500%11/30/2019 DD 11/30/14 7,507,050 2.26
5,000,000.00 U S TREASURY NOTE 1.55 1.50 Aae 99.85 4,966,423 1.58 2.85
912828X 5 1.500%05/31/2020 DD 05/31/15 4,992,600 1.50
5,500,000.00 U S TREASURY NOTE 1.63 1.39 Aaa 99.18 5,424,667 1.72 3.25
9128281.99 1.375%10/31/2020 DD 10/31/15 5,454,900 1. 4
7/12/2017 11:26.12" EDT 14 Soume:The E¢Nc. fNew York Mellon Corporndon
Yield Analysis Report ID: RAM234
Base Currency: BED
BNY MELLON
OCSF07522202 6/30/2017
Long Term.Opar Plmco
Units Held YTM/ Curren Moody's Market Total Cost %Type Option
Security ID Security Description can(SOP) t Quality Price Market Value %Market Adj
Yield Rating Value Duration
6,000,000.00 U S TREASURY NOTE L68 1.39 Aaa 98.95 5,895,840 1.88 3.47
91282SN89 1.375%01/31/2021 DO 01/31/16 5,937,180 1,79
7,000,000.00 U S TREASURY NOTE 1.79 1.16 Aae 97.27 6,757,914 2.15 4.13
912828T34 1.125%09/30/2021 DO 09/30/16 6,809,110 2.05
6,000,000.00 U S TREASURY NOTE 1.81 1.28 Aaa 97.68 5,813,692 1.85 4.21
912828T67 1.250%10/31/2021 DO 10/31/16 5,860,800 1.77
7,000,000.00 U S TREASURY NOTE 1.81 1.75 Aaa 99.74 6,900,492 2.21 4.25
912828U65 1.750%11/30/2021 DO 11/30/16 6,981,660 2.10
3,000,000.00 U S TREASURY NOTE 1.85 1.87 Aaa 100.13 3,004,815 0.95 4.37
912828V72 1.875%01/31/2022 DO 0 1/31/17 3,003,750 0.90
5,000,000.00 U S TREASURY NOTE 1.86 1.76 Aaa 99.48 4,976,384 1.57 4.55
91282806 1.750%03/31/2022 DO 03/31/15 4,974,200 1.50
US TAXABLE MUM BONDS
1,400,000.00 NEW YORK CITY NY TRANSITIONAL 1.88 3.81 Aal 107.06 1,400,000 0.47 3.12
64971M5E8 4.075%11/01/2020 DO 11/03/10 1,498,882 OAS
2,440,000.00 PORT AUTH OF NEW YORK S,NEW JE 1.93 4.92 Aa3 107.94 2,507,634 0.83 2.28
73358WAG9 5.309%12/01/2019 DO 07/01/09 2,633,712 0.79
400,000.00 UNIV OF CALIFORNIA CA ROTS MED 2.54 4.61 Aa3 109.14 400,000 0.14 3.53
913366EJ5 5.035%05/15/2021 DO 11/IS/10 436,572 0.13
TOTAL:FIXED INCOME 1.68 1.78 317,017,091 100.00 2.80
314,950,647
TOTAL:Long Term OPer-Pimco 1.79 1.76 332,606,248 100.00 2.39
331,996,306
7/12/2017 11:26.12" EDT 15 Source:The BaNc. fNew York M tba Corporation
Yield Analysis Report ID: NAM234
Base currency:
BNY MELLON
OCSF07555502 6/30/2017
O.C.S.Escrow Account
Units Held YTM/ Curren Moody's Market Total Cost %Type Option
Security ID Security Description can(SOP) t Quality Price Market Value %Market Adj
Yield Rating Value Duration
CASH &.TEMPORARY
Sum o(Acmunt Receivables - 0.00
SUMRECV 5,680
TOTAL:CASH&TEMPORARY 0.00 0.00 100.00
5,680
FIXED INCOME
TREASURIES
3,600,000.00 U S TREASURY NCTE 1.27 0.75 Asa 99.59 3,590,016 99.84 0.79
912828K25 0.750%04/15/2018 DD 04/15/15 3,585,240 99.84
TOTAL:F=D INCOME 1.27 0.75 3,590,016 300.00 0.78
3,585,240
TOTAL:O.C.S.Escrow Account 1.27 0.75 3,590,016 100.00 0.78
3,590,920
7/12/2017 11:26.12" EDT 16 Source:The DaNc. fNew York Megan Communion
j� Asset Detail
BNY MELLON
OCSD-CONSOLIDATED-0CSGOOO1O000 As Of Date 6/30/2017
m Mellon Security OesOnwion Base Price ShareslPar Base Cost Base Market Percent of Local Unrealized Net UnrealizeO GaiNLoss Base
Security lO Value Total GalnII
Grand Total 460.116,075.486 462,252,712.51 460,028,705.37 100.00 -2,224,007.14
CASH&CASH EQUIVALENTS 102,451,210.160 104,082,075.97 104,014,402.41 22.61 -67,673.56
U.S.DOLLAR 102,451,210.160 104,082,075.97 104,014,402.41 22.61 -67,673.56
INTEREST RECEIVABLE IIN, OWp L&5577604 lJ.117600 041 p.00 1N
RECEIVABLE FOR INVESTMENTS SOLO I NN 0Wp 1626 R.
N538BU78 BANK TOKY0MITSUB OUVOO1b]I201] .Coal 0,050000 9
Lou
000 0X17 POP B 91,O17He. 1. IN .1
N538BUR2 BANK TONSONOTSUB DISW]I3SR01] AS7. 1SW,000WO IA.F 50887 1,I955N.87 033 0.00 ON
3133BSJK3 FEDERAL HOME ON BK CONS DISC NW21I2017 .7.1 100W,000WD 9,978,51390 B970,11 S. 217 0.00 000
STON1100 FEDERAL HOME ON BK CONS OISCMAT OVOM 01] 8B9010 BW.000 AN OR 25566 ONSPL.SS 017 0.10 1N
313395196 FEDERAL HOME LN CK CONS DISC N07QW2017 99 7824 S,OM,000Jr. 4NI11792 4NI117 S2
313385J%5 FEDERAL HOME ON BY CONS DISCOBtlXA1] SO 0249 9,0(QWO WO Seat 23750 SON423150 IOF 000 ON
3135NJ07 FEDERAL NAIL MTG ASSN DISCO OW%0]128201]DO DRIIIB 990W3 190W,000000 1a.Droo. MN2050.W 4,12 0.00 000
Nual MU0 SVENSKA HANDELSBKN AS C1D1175%1010211 DO ONAX17 TOO NC0 10W,000WO 1ONOOT 85 1,W0019.85 0.22 D.00 ON
89113WEE2 TORONTO DOMINION BANK G01200%01I13kO17 DO 01 HO 58 0W00 W 1 ,0O 1.W034 2 .39 LW031 2 .
OBITOY0TA MTR OR OP DISM711 ANTI N1503 1,9W,W0 W0 1,895 IS,.1 11895$5581 041
09233GV29 TOl MTR OR OP OISCOBN22017 _ 9B2301 8,3fA000000 8,2519NN 8.251,99O25 1M ON ON
OUCOPKER U S TREASURY BILLS OW%OSS00017 DD OA2J16 AS oV76 SOW,WO.WO 4.990,38125 40590,381.25 UN DOS 000
9127WLG2 U S TREASURY BILLO XN%DCOWN17 011 .7.1 150W,000WO L,962,01803 MJN281803 38 0.00 000
91n95LD1 U S TREASURY SILLOON%0W12017 DO 0M217 V7.1 12' N,N0 Np 12985150.N 128651N.N 2e2 010 10.
9520 DREYFUS TREAS&AGY CRT OBH MGVAR FIT TM1I20490O O AAAR 1000Wp F.,A66870 BVIO,560.87 5,0405..7 1 27 0.00
99WAEW0 MH FRO% LONG ENJOSURESLH0FNTA4 04SN & 1090 932.an 2562103 001 -87.873.58 8],873.56
FIXED INCOME SECURITIES 357,884,885.326 358,170,535.54 356,014,302.96 77.39 -2,156,333.58
U.S.DOLLAR 357,864,865.326 358,170,636.54 356,014,302.96 77.39 .2,156,333.58
0O.UFAY5 AMERIGN EXPRESS COT WO%OSI19IID10000119IW 1037170 2FOLO00 WO SOOT 3899 300779300 065 -30B59279
02NSWAJN AMERIGN HONDA FINANCE ODOM 250%OMUSCOA DO NMW14 1.0 0490 60WWLO, OD 4.04BF.00 4,O339M.W 80 O80 -120.00 312,S8000
02RAWAS PMERICAN HONDA FINANCE CORAL SW%OCVHVX10 D003I1M15 TOO N0 10VOLONO LWI 14000 1W0693.00 022 J50.00 L5000
03215PFW PMRESC0 RESIDENTIAL SECURI I SOAR RT ON263129 D010YONs 9f.390 133,4329D 1004U 85 12B, 85.W 003 25]5261 25752.61
OOLOSSI APPLE INOS 250%02QN20210O 0 YS3I18 4,OW,W p 4,N0N 00 4,0N;M.W - 0ee 2 32000 -2432000
NOSOSDPB BANK OF AMERICA COWS.M%12AVM17 D0 ISONAS U.,Sol 3,BW,NO WO 4,334,01400 3,0%,293W 081 JB9,]10.00 -489 71800
N4TI BAN K OF N EW WORK M ELLON CORPRIW%01252010 D010 ND 2 999320 BID,NONO ORD 30490 NB 4MAO 0.19 43.50 4350
OANICW] BANK OF NEW YOHN MELLON C0RPII2.3W%GM1 TOOTS D00OI L4 100 Wea 212OCI 2.1421]520 2,1409N.20 0.47 12]2.00 127200
PARK OF NEWYORK MELLON CORP?26Po%p2N72022 DO 0M7117 TO NN 25W,00O.1 2,504,47500 2,517 475SO 0 Or 13W000
0]3902000 BEAR STEARNS COR LLC/IHECROM NN2/2018 DD OVAIN _ 3RN,NO NO 552S,SID.00 .or OR 533312N312 Or
0LINI BERKSIORE HLTHAWAY FINANCE C0R3 01 ODSCa 3DO OMIV12 1031820 4,OMNO NO 4,UU 1.00 4.1284W.00 090 dM000 234,OurN
161571HHD CHASE ISSUANCE MUST AS All III OWUN 98O MUSTS 999340 4,U....ON 4.139643.13 4.137267.0 VOL 1.37S53 237553
lN764PA0 CHEVRON C0ROT 104%USNABO11]D012MV12 989420 20W,NOWO LN56W 00 1.W58W.00 043 10.240.00 10$4001
166764BC3 CHEVRON C0RPI 344%11109,2017 DO 11117115 1,OW.NO WO 1,W0780.00 an.,. 022 95010 110,
-
16W81BG4 CHEVRON C0RP2.iN%0HINCO1 DD OVIN18 OF ANOO 25W,NO WO 2405,350.00 2,492 450 00 0. ]ANT. 71.101
2M22ESS9 J0HN DEERE CAPITAL CORPS.300%WIM2019 DO OflH5114 Hot ist0 S,ON,NONO SW6SBLN SNT9N.N 1,10 10,N600 149N 00
24422EST7 J0HN DEERE CAPITAL CORPU35O%01I1M201B OO Dlll&l 5 900100 SSQNO.ND 549,]63to 54a EN.0 0.12 R14.50 R14.NO
3(C31GAW E%%ON M0BIL CORP2222%0SVoX21 DO OSOOSHO tooNp SNoun)WO SJUSO740 SJOBSOON 0IN SJXSSN 3,582N
FEDERAL HOME ON Be CONS SOLII Oe1I. 1DO 0&1N113 5,365,00O.1 5,34SJOE 40 530721095 ill d610645
31331 FEDERAL HOME IN BK CONSBOL SN%O1C32019 DO NMMI2 1001230 71yourO NO 7,N91.O0 ],509,225.N LB] TO as 00 .7598501
313370MS FEDERAL HOME ON BK CONS SOL 375%03G92010 0 0 02113'12 100.1N0 ],SW,000 NO 70.R.00 7.50%lcurc 163 -1l0 d1 OIL r0
313383HUS FEDERAL HOME ON INK CONS BDI IW%ONUSCON DO O QSH3 100340D SOW,000WO BW laoun XVIOW.00 1N B.N000 BON 00
31331 FHLMC MULTICI MTG E3 AVAR HT OEM WN20D ICALM 1.ON, 3S.71. M90278 35440.62 00, 1,64584 1141.
31346SAS1 FHLMC PC4LN]BBN4VARRT01IDloSCu D0l lM7 102 7AN 2,306 SOO C 227 41 2,3]1 OF 0.1 140R7 14397
Far-III L.La RepN Timessmp:Md Jul 12 V l708:1924 AM Page l Of
j� Asset Detail
BNY MELLON
OCSD-CONSOLIDATED-OCSG00010000 As Of Date 6/30/2017
Mellon Security OescriPtian Base Price ShanslPar Base Cost Base Market PercentTotal Local GndLares Net Unrealized GaiNLoss Base
Mellon lB Value Total GaWLoed
3135GOD75 FEDERAL NATL MTG ANN1 500%OWEECAN OD M/P/15 99]590 S,OW,000WO d85585000 488],BD3.00 108 32,15000 32,150N
3135GOF73 FEDERAL HAT.MTG ASSN1 S00%H OWNSO DO 10I1WIS 99885D 7SW,000OOD 7.37072300 7.L53BA.00 162 ...N 83,224.00
3135GOGR FEDERAL NATL MTG ASSHL125%121IQ2018 DD 1 Nolla .NIO SOW.000000 4,W39W 00 4,N2NO,00 100 18.300.00 1B,300N
3135GWID FEDERAL NATL MTG ASSN13T5%0212N2021 DD%NS116 987730 100W.O1.WO 10,0408`A.00 PUT Noon 1....1. -
LMIG0338 FEDERAL NATL MTG ASSN2ON%01 M&2022 DD0 AOMI 7 1 0 n 30W00o 2J.570 99 00 3,W9, 0.01 15,02000 1542000
3135GOT45 FEDERAL NATL MTG ABSN d W/I.8]5% AcGVG2DD 1 W1] N acto S,OW,000W0 4,G? ,GR000 4J.-Uo. LOS 11JANG) 11,80000
3135GULO FEDERAL NATL MTG AnNl NI OSGOQ017DO M5114 99075D BOW,000000 Sea 3..0 6,WS,SW 00 130 ISD.00 1to N
31371NVC7 FNMA POOL AA2571784.50D%SOUNDS D003I AM 1074780 2L845.1 2329 so 231.71 C01 S77N 37706
31376KT22 FUM P0DL90357NNNQ%NA1Q035DDOWO1AU H.,NN 153,284180 1.7.49 168 N7IS IN ,5n 3715
3131ENAB FEDERAL HOME IN MTG CORESIM%11/172017 ED 1OIAGO lot 4.0 50rc,000 W0 51139A.to 50]4,SG. 110 ..,45000 0945001
3137EADN FEDERAL HOME LN MTD COREL OW%07CHIS17 DD OSQSH2 .N70 7OD1000 NO 7W321000 ANS79].00 JOE dp20.00 342000
3137EADW FEDERAL HOME UN BOB COREL OW%NOUP2017 DD MIW12 BB 971D ONLO0WD 5..77EN 5,2837M.45 1.11 W120 .1]0
3137EADBP FEDERAL HOME UN MIG COREL 260%1002/2010 DO 1MV12 N4W0 TSWODOno 7..ANo 00 7,458,7.On 162 MAIN 0 N10,N
3137E DN6 FEDERAL HOME LN MTG CORPO]50%01112I2018 Do 1 W1112 N7.0 500"WOWo 4,967,50.00 4NSOO.OS 1 In NOON
3137EADP1 FEDERAL HOME IN MTG CORED 175%0&0]20a ED 01117113 997410 S,ONON WO 4,974,1W.00 4,887,ONto 1AS 12,95on 1295000
3137EADV8 FEDERAL HOME UN We CORP0750%O7H lG017 Do OMW1S Nosy 80D100oon 4.9dd.No00 4,B9a5W.W Las 825000 ANO 00
3MS1PDA3 FNMA POOLWW63973A00%11N1Y10NDDlISH10 1.NO NEWSA80 3dS S126S 3712N,79 ON 2288716 2298716
3130ENF6 FNMq POOL pOALO86N.510%WN1I20280D WN1/11 107020 1S.54S.0 1750182 177WSI 000 .1 Be 281 So
31.131 LMC MULNOInaB MTG 582A8.500%ONVANA3 DD OW1I03 918331160 1,040 L.ol 1,063 NO28 023 13JNNO3
2o ON so 31M70REO FNMA GM REMIL PR II-3 FAVAR RT 02252W1 DD 012&11 lot o0 NELU5 110 EBS 74327 298,87082 007 SIMS m 393535
313A.GJ FHLMC MULTICLASS MTG ON A2d251%W1 GQ0ID DD OuTNIG 1054950 Socan.0 BSI GRAS 840455.00 021 -1J.1.IN -1,or,08
91W3DRS FNMA PWLW]455WS.W0%CflN120%DO OaGlAo 1097650 148.W5AW 18D,567,81 163951.03 OW 8383.12 33N3.12
31W3GXF4 ENNA POOL W7486705W0%1010171033 DD 1OGRAN IN 7110 4SI.on _517977 1No"
3NOBP018 FNIUA POOL ANDS071SNOD,UVO1SG3S Do GSo1C6 1097740 N2064990 270,NON 27B,70180 _ 0W BEII04
314OBXN?5 FNMA POO-SCI23350VARRT OSMRSOMDOWN1N5 1054880 134813020 133,Gal. 410. 001 8,43853 843353
31d07BXR7 FNMA PPoL M826NWS.WO%OVTNG035 DD08g1N5 IN 853D 25938.PD 28 GAS 5E 2B,NS. UP B33.07 53307
3141OF4W FNMA POOL N08083355000%07N12038 DOo0.g1N] IN 7SIO 293,554.370 315,570,97 S222N.82 OW 6.685.95 .11N
31411AY3 FNM POOLp0AM00224.5W%WN1I2029 DD WNtpO 1071W0 Stu7.N. N111 OF 28776.W 001 .1N 4.581
30225LAEF GNMA II PWL CON023VAR RT 12COVOLS NO 12/0190 1.1 No. 22 non 2321481 2313101 001 ALE 40 322 40
30325LC2D GNMA II POOL WWNUMVM ET OWNCO]DD MAING 1034610 28,131.100 26,70272 270... CAN .2.78 1.78
.fiNCN2S GNMA II POOL WWWBXVAR HT ONSON30 DD L5N110D OS 4SO 79,490.18D _7868287 8225723 002 _3.SM 26 3,57436
3fi225CNUN OHM II POOL WW038NAR RT WOUGONDD SHUND 1035W0 _ 8.763311 _SfM. 1D,Nal. 0On _ 430d2 43532
35225pLBe GNMA II POOL pONW65VAR RT OPNQO34 DD 07AHW 137nO 79331 NO 71 En 47 02310]1 0HE _3,02924 D2924
3096MBL8 GENERAL ELECTRIC CO52W%1NLVVNR Do INJ ] 1018420 1,ON,000 no 1,W$850.00 1,O18 00,dN. 012 A],23000 -17,23000
38952GiMO GENERAL ELECTRIC CO2200%O1I0920G Do ONW15 IOoWBO 80W,000 No 5.014no 00 S.W8250.00 Lio 3030000 M30000
Sa141GFG4 GOLDMAN SACHS GROUP INCITHE59W%01/1VN10 Do 0111MB 10223N _NGONOO _W20SO 813410.W 0.13 _79.31101 78 Or
3037NOX8 GNMA GID REMIC PRW9FXVAR RT 02/1fi2W1 1004f31 Stuan.97o 25,0799] 25994.S2 001 _ 1N65 1465
4NVNHMHM DD USA IN01625%01I162018 DD lNVVE 0.0 4,OWUN No 4W3630.00 4, Ll NO 087 '000
40426HPR7 HARD UBAINC2350%03NSI2020 DD WNMI 5 too IS71 1250000Wn 1122)6T50 1257 Ml, 0 027 3J..o 31,1.or
43814. HONDA AUTO RECEIVABLES 202 A30]]0%GGISCOM Do OV21/14 .1710 30,301880 30,3W.30 303R.85 0.01 _ II.55 1255
43814NAB1 HONDA AUTO RECEIVABLES 201 A21010%O6/1 W2C10 D00212Y1fi 999610 SBBR00.510 on,14105 SB1 WE at 0,13 -173.54 -173.54
41N.C2 NON DA AUTO RECEIVABLES 202 A313W%W/1 GOING DD NO H6 W7880 1810.000 W0 loan 9..89 1ROS1.u. 039 3W209 3,GOIs
43O.B8 HONDA AUTO RECEIVABLES 201 ALL 44%O]222019 Do 0W2W17 So No. 1N1, N.1 1,M4,954.95 1'.811 SO
41N.ALd INTEL CORPISGR%IVIM017 Do lall 1112 .ONO 20LQWO on 2W8,2.to 1,WB,SNW 041 JuNo 00 17A)N
4581XOCGI INTER-AMERICAN DEVELOPMENT BAN1.000%OA1V2017 DO M GGM 99,on Soccan.0 Ban GAOCO 4 o7000V 1.09 ItAn 00 -1.1000
4581XWS5 INTER-AMERICAN DEVELOPMENT BANLB]5%0]11W2021 DD 01/14116 99 S910 =5W.000000 %PP4NN 9A983N.W 0,71 Bd.WD00 -94,OB001
45StXI.E INTERANEMON DEVELOPMENT BAN2125%OI11VE22 DD 01118117 100 Soto 30W.000 no zBou 31000 3",BO Go OGo 21.R0 UP 21]2000
Par-IU GLW1a RCprO NJASmP:Wetl Jul 12 n 1708:19:N AM Page 2 of
j� Asset Detail
BNY MELLON
OCSD-CONSOLIDATED-0CSGOOO1O000 As Of Date 6/30/2017
Mellon Security Oee.RON. Base Price ShereslPar Base Cost Base Market PercentTotal Local Unrealized Net Unrealized GainlLoaa Base
Security lG Value Total GalnlLofa
6581%0 . INTER-PMERICAN DEVELOPMENT 3FN1625%051182020 DO OV1VI7 99]390 3,03500000E 3,OP,HO7N A.70]0 AS .1 28 4 72840
6690500G INTERNATIONAL BANK FOR RECONSTl.125%01 Do 0A1W13 89993E 1,162N..0 1.163i05742 1.16191866 036 11,6 7 -1,13876
45WSBEJO INTERNATIONAL BANK FOR REPoNSTIOW%OBASSO10 D00M3015 Ba6650 ENaO 0000 4.991,USSR 4,803250.0E 100 -13.. -7,B3000
NATIONAL BANK FOR REC0N$T2AW%0 AMAES2 DO 0112WI7 NUEN INON.000 5.030550.0E Ias 30,650 00 11 So.1
45950KO1 INTERNATIONAL FINANCE CORP1125%OKNSI021000FCD116 9691 $R.T 0000 26416W.00 2,d23,1.or 053 AH,25000
48825HGYO OMORGAN CHASE&C000101I162016 DO 12Ytdtl] 1022470 10W.000.000 1A326W 00 1A2267000 012 10,130.0E 10,1300E
48625XKA] JPMORGPN CH43E8CO2250%01I2YAN D001 Y1L15 100.310D 2Dec.0.000 1.WO,BW 00 2.W82W.00 O.M 11.3200E 11,320.0E
4778PA06 JOHN DEERE OMER]RUST 20 B AS1W0%1 IlIU20180O 0BN3IN BB9030 _758.]]i.670 ]6013381 1.ONas 0.1E -1.W312 -1,1.12
47787XA83 J0HN OEERE OWNER TRUST N A A21500%1 ONW2019 DO OEI EH71J 1410,00E NO 1.40D!AUS 1.600591,10 031 -40326 1.326
41]HBM. J0HN DEERE OWNER TRUST 20 A AST NO%AHOSCO20 DO 03N916 90 OTJ 24.JrN 000 2,619,619N 2,444 IRE. 0. "ONA, 503989
47788MM J0HN DEERE OMER MUST M BA21.OBO%0211MO19 Oi2L18 99903E 2,349A0O520 2,349,2B520 2,%] 51 270.BE 0. L.st �1,S.B4
17B1W4O7 J0HNSON 3 JOHNS0N5.55O%0& 17 DO OBIR07 100482E 10...00.000 1,015910,00 1'.B.. 022 10,490.00 -104900E
61 LEHMAN BRTH RDESCOON%1213N2016 DO SAMOS _ 82W0 20OONO WO 1.181 IM70 1250N.N 003 -LOW.18870 -1,0561087E
$C LEHMAN RUH HOD E$CRONO00%11I2N2013 CO 01MMS 12.. _BN.00O000 _N4,72147 175W an 0.1 _
532d5]RPo OU LILLY A MIAMI 0311M2019 DO 0 !116 100663E 4T.T0W0 4,N9,67500 4,017720.0E O H] 306J.EN 30 8,0450E
MINDOBPH MICRCROFT COOR1.550%AINSMOUL DO Ool _ OR J4. 1S0000.WO 3..I,SM 11 2.9]d31935 065 _0,. .30 82NS.
61..M M0RGAN 3TANLEY5.W0%07QW2021 DO Nocul 1 1108SED _28N.NOWO 3..D.,00 U.Na.uN 0.67 66.W0.00 -Es uOo0
62090UAA9 NCUA GUARPNIEEO NOTES TR R2 IAVAR RT I IM12017 DO 11117/10 100048D WA024 sal 328BN.21 330002.B3 007 _ 1826E 102IS
.AR1MSEH NEW YORK CRY NY TRANSITIONAL 076%110011202000 11Ny10 1.7 S. 14001 W0 1,4000O.0 1,.Baw.00 033 9A,RSN ours"OO
654747AM NISSAN AUTO RECEIVABLES A A 10RM O111 M020 D00MW17 99965E 138500000E 13 MSRU 1,386,523.25 030 47S 79 470 79
65476WPB1 NISSAN AUTO RECEIVABLES C AM 070%Ofilfic BDDOUNIS 99 JrI 1683.973350 1R03BN.19 1R61 BN.W S. _-2W7.5S 204769
6745WCD5 OCCIDENTAL PETROLEUM CORPI.WO%02I1SQ0180O ON22I12 .8 Mu 20N,000000 luess1O.OD 1.W]BW.N 04S 11,5200E 1112000
(I45W00 OCCIDENTAL PETROLEUM CCRP2WO%041IN2022 DO MIWH6 1004830 335O00OWO S.5095E 3.366,1W.W 071 11'.100
ORACLE DORRNO%10I1SQN7 DO 10R5112 91 U.. 0W OOO WO ESEJO00 939,SN.W 022 -
73350WAG9 PORT AUTH OF NEN YORK a NEW JEBWB%12NII2018 D00]N1N9 107939E 2,.,W.W0 2,N7,63389 2,83371160 O57 46,0771 12607771
767525A06 OUALCOMM INC22W%OSINOVt DD OSR0I15 100949E SON000.W0 4.935,19540 S.M]4W.W 1.10 _52DCR R) 52$5460
i8K.. %le STUDENT L0AN(RUST 200 E AVM Ri.. 102.128E _ 51013570 3SJJRS63 33716.43 0.01 8368E 03580
LHMLE$SCHWAB CORPIIHE15G0%OW1012010 DO O3110115 R.LN INON.000 LNI 1W.00 1.NO2W.N 0. -
H3162LW0 SEA GTO PARTN CTF52N1-MC 16.N0%0VMQrN 105 JON W023H0 62182.3E 65,359.2E SON 3,1769E
.238WA02 TOYOTA AUT0 RECEIVABLES 2 A ASIA.%0S1S2019 DO OSMANS 99 R.O 1583854.430 1,MS41801 1.5620N.7. 0.% -1,327.23 -1,.711
811312AP1 UNITED PARCEL SERVIOE IN01.1.%1.1MON7 CD LflRL12 90938E 10BSOM WO BBa MIO.0 W93N.N 0.22 19D.00 -IRS OS
9IJJJKB T USTREASURY NOTEI WO%OM1I20180D D1MI/14 IN 2010 110W,000.NO 11..24381E 11O22,SOON 2. 20,10919 -201.11
B120.1. U S TREASU RY N0TE171RS Vol 9 DO WARM 7190 _"AMONO W0 SW3106W 5,.1,]02.N 121 _-D...E]
9i..C. u S TREASU RY NOTES 1111 Y1017 DO 1111 All 4 I999100 2 ONTO.SO0 1N9,i56.]0 1,9362N.00 041 .,.3.30 384433E
SSIOGB1 U S TREASURY NOTELWO%11/3M01800119N14 100094E 7t.aO0WO iM0A.A.D ].N]ON.00 I.A. _SiM5.50 57615.5E
.I..J]fi USTRESSURV NOTEL]50%0]I31I2WR OD DL31/15 98484E v,ON,000.W0 4.Bi6,383.W 4,8]4,2N.W LOS 2,03.OR ]18394
.I..K26 U 3 TREASURY N0TEOJRM W15T01S OD./1U15 995N0 INOO 0N0 3.-MOlED3 3.W5240.N 078 _"IEC3 177563
uS TREASURY N0TEI 375%10I311DWO DO ISS1115 99 isr. 5ONTOOW0 5,424,AsV 5,4J,ot, 1 1E 30,23313
9ISA.NH9 u S TREASURY N0TEL3i5%01/NQOt DO OTAVE 98953E fi3ON,000 W0 SWS,Eb.41 R.7I A. 1. 61,339.59 41,1.1E
rl..SN1 U S TREASURY N0TE1.500%01.1.019 DO0391112 1002.E 50N,000.WO 5.01642300 tLAINo. LOS H,.2 00 J,52300
B12020DIR USTRESSURVN0TE1.12Ey OQM 1W1DDDB 1E Bi 2]30 1DOSON.WO 6.75791008 ARM 110.W 1.4E 51.1BS.B2 51,1BS 92
B12920T67 U S TREREURY N0TE1250%imi,20210O ISM1116 97 6WO .NOO 0000 58136B111 SWO BN.00 1 27 47,108.02 4710802
N SWOT59 u$TREASURY NOTED 06%NOW2017 OO p?(JO/12 2500. WO 249668E N 21.7,A4GO 054 5369E SUE 9
912H2HU85 U$TREASURY NOTED 750%11/3MW10D 11M116 99730E 7,ON,000000 8,900,6922E 8.9H1,BR 00 152 8118]HO H118]HO
912H2OUR9 USTREASURVN0TE0.750%0=5201BDDWRBl13 99695E 3,SN AN 000 3pB6457M 3M8,a.or 0.76 7.132N 713204
.U..N2 U 3 TREASURY N0TELWS%0lMlQW20O D1131/P .0.KIT 3NOO 0.WO 9.N4 B10N 9.N3]W.W 0.65 -1.064 i4 1,D.74
A'..", USTREASURY N0TE1625%WI3W201B DO CMNI 0 20N,0 WO 1,W686 KI 2NSBNN ONI 12 12 1 3836
Rep-I0 GLW13 aepX Timealamp:Md Jul 12 N170R1SN AM Page 3 of
j� Asset Detail
BNY MELLON
OCSD-CONSOLIDATED-0CSGOOO1O000 As Of Date 6/30/2017
IFMellon SecurilYO...fl tian� Base Price ShereslPar Base Coat Base Market PercentTotal Local Gall Unrealized Net Unrealised GaiNLoaa Base
Security lB Value Total GaINLoec
91202HWU0 USTREAS-0PIINFLATe125%07115 a24c0N/161U 90321O lrl., 4.c 10691,89909 1051911371 129 -72,M618 e�,rll
912H2HWW6 U S TREASURY N0TEIffi5%051QD19 Do 1114 100457D 60N,000OOc 5.012,Ba0]0 SpatHW.00 109 10p61.00 11 J6,11
91R028%ES USTRIJ URY N0TE1.WO%OSI3V20200005I31115 9a a520 _60W.000.W1 4.966423,00 4.99t6N.00 108 26,17700 11 1�7 11
36uEl5 UNN OF GJFORNIACA RGTS MF05O351011151=DO llllWl0 1091430 _4W.O10 W1 4000.,Oc 4365]tW 0re 36.57t00
94974BGMa WFLLSF GO a CO ai 07129ID2000073115 1014100 S,OW➢OnWO unct a.a0 5,0]0$W.00 110 68,85000 111.11
F.-HGLW13 RepNTimessm,Md Jul 121J1708:1924AM Page 4 of
j� Transaction Report
BNY MELLON
OCSD-CONSOLIDATED-OCSG00010000
Secant,IS OescriP,Nm Effective Contract 6M1aresl Par Tried.Data Investment Investment Settle Base Amount
Date Settle Date Base Amount Base A mount Base Gla.11- smet
GRANDTOTAL -5851 -30,464,865.72 -81,284.68 .585,531.00
MATURITIES 47,720,532.88 47,800,071.72 -79,538.84 47,720,532.88
CASH&CASH EQUIVALENTS 39,063,532.S8 -29,063,53288 0.00 29,063,532.88
U.S.DOLLAR 29,063,532.88 -29,063,532.88 0.00 29,063,532.88
31338EGR1 FEDERAL HONE ON BK CONS DISC N QVDsSK17 &9Y1m7 6RI2017 sND.:X00So BOAS47Bd B,SBSW]Bd 000 9.M5647.
J6860LTF2 GENERAL ELEC CO DISC ON15I201] .1.17 A1512017 -1.W0.0000W 8%,J6528 IKB41520 Lou WB<6528
8EWNGTF3 TOVOTAM]RGRGPDISCOSEED01] _ N1.11 .152011 -t,W0,W00W 9e81216] .990.12167 1 G 99612L8]
912]96LE] U S TREASURY BILL 0 W0%WIM017 OD 1N1WR &I.u7 Btl5R01] A],S000OO OW 17481,N8M -17481298 NO 000 0,.11.E9
FIXED INCOME SECURITIES 19,657,000.00 .18,736,538.84 .79,538.84 18,657,000.00
U.S.DOLLAR 18,657,000.00 .18,736,M8.84 -79,538.84 18,657,000.00
3137EAOH9 FEDERAL DONE IN MTG CORPI00O%N12912017 XSEHV12 8242017 8I29201] -20000W 2,OLO,Wa. 2000800W .0800E J'NOB0000
31398AOM1 EEOEWJ NAM MTG ASSN 5.375%OL1L2111]DO DBtl80] fl1.0 6l1&ID1] $" -80W 5,15],W000 �523325221 76252.21 5,157,00000
N422ESND JOHN DEEM CAPITAL CORP IOE%0AHSON17 DD O&1N14 &121A1] fi112I2017 -1,WI 01 ON 1JJW,WO.W -1 are 420.W L2000 I.I.A.JJ0
912028WP1 U 3 TREV3URV NOTE 0.075%ON151201]DOON1914 N15I2pP 6I15I201] -0O.WO.000OW 100W,WOW -1p0019066J -1 P8663 10.W00.000
m9WJ2L0 WELLS FARGO BANK rvq VAR RT Wl15409 DD0&'1Y1d &'15200 W112o11 .0,00I SW,WOW 100 Surco00
PRINCIPAL PAYMENTS 1,165,805.49 -1,167,535.11 -1,745.84 1,165,789.23
FIXED INCOME SECURITIES 1,165,805.49 -1,167,535.11 -1,745.84 1,165,789.23
U.S.DOLLAR 1,165,805.49 -1,167,535.11 -1,745.84 1,165,789.23
313105W23 FHLMC PoJL N]8809d VAR RT 01101I2028 Olrn9] Y1Y1m] SI1201] -10220 _ la.. eac 000 R22
3
FHLM 01N C POOLYNEREIVARRT 112028DI) 2HA1 6'112,17 16.2E 0 1 313.111E FHLMC MULTCLASS MTG 582A B AX%MNEDW3 ED WN1N3 .0017 .112.1 -1,112150 1,11VAS 1,259.5E 112E
3133TCEM EHLMC MULTICLASS MTG E3 A VAR RT ONIE2032 DO 1=19] &1I201] SINME] -1,4
983W ".C. 4d99.92 a15] 14983E
313]1NUC] ENMA POOL OUS71794.W0%MNQNS DD MINAS &11201] BI1f201] -151.53E lau. -1W.20 -R]3 151.53
31376KT22 FNMA POOL NW57ND5000%OM112035 ED MIKE W. WN201] 3.N8.1. 3.74816 -0Ssou34 381,1E 3149.15
31381PDA3 FNMA POOL"ROST 3400%1 IMIQUO DD 11N1110 N112017 AV2017 .62,51E 623. b1005 134E tI
31d03DJ]3 ENMA POOL WGRES805000%XM1Q036 DO OSNINB 8N1201] WN2017 $9227. 3,922]3 -021893 .2942E 3 314WG%F ENMA POOL p]1NGS50W%lMlQO33 DO 10101N3 .1. 611120E .101.11E 1B.11 LeCa9 7.58 In I
314. Y8 ENMA POOL Actual 5000%0salQ035 DO CSXIM5 W1I201] 6I1n.17 RI.A.. 6..8.8E Ee23.Se 45516 JMete
31406%W15 FNMA POOLPX2335SVARRT%N12035D004I01N5 N112017 WliWI] -4.a. 406.0E .11 365 J.B0
FNMA POOL MC828pB05000%OTMI12035 DD VNI ."All 33238 3465E -
31d10. FNMA POOL MWM3385.DI 07MIQM6ED MAHAR UlQO17 WN20E7 425091E ],25081 47.79401 .1t,. 7r2EC6r
3138EGBF5 FNMA POOL XAESP 94.SW%ONSIMN DO Mein M1.1 &N2017 418.7BO 4183E .442W 24.11 418.]8
31417. FNMA POOL NVWOA24.500%M ISM DD 0=12e N1I201] 611GO17 -42B6W d29.05 J.Nsc -2475 42965
J1J97ORE0 FNMA GM ESSIG PR 113 FA VAR RT WP192N10D 012L11 N26120P 625I201T I35189� 7.354.as -7A52IN 2J0 ],364.8E
3W7WNX9 GNMAGTOREMICPRW-9FHVA1RT0,1WAG0 &164017 BI162017 .%02. "am A00.2B 9SO 28
JSG2 C. GNMA II POOL pMSI VAR RT 12 2e D012 NS6 m12017 8I120E7 .29195E .1 Or -298.R 4.. 2919E
38225CNMd GNMA II POOL pWBO]95 VER RT N2W2WO DO GW1AV .11201] WN20E7 B. BEE, .55.9E 0.51 Re On
JECR5CB0 GNMA II POOL AVEMBS VAR RT EEASe34 DO 0O01Nd N1I201] G12017 103394E 1.833N -L83R]9 1,15 1,033N
J6225CG20 GNMA II POOL ANSI VAR RT CN1012027DOONOAR W112017 D112017 .24769E T. 1.11 542 24T,69
RSCN28 GNMA I I POOL rVARVW VAR RT DECI OD OSIOVW 61I2017 6I12017 44674
4Jm4NABl HONDA AUTO RECEIVABLES M 1 M 1010%WI1MO18 ED WRM10 fiH8201] W182017 -230M39W 230M395 -239.8208E 2308 2308439E
43614GAC4 HONDA AUTO RECEIVABLES M 2 A30.]]0%0]118I20180D NCI ER.17 fi110I2017 33.5..53E TL504.53 ]]A50.03 51.5E ]],501.53
4108NA64 JOHN DEEM OWNER TRUST M B A21aW%OCHROX19 DO 0OOD16 N1501] 6I15IMP Sd4,On ElS 2M.T9].01 -2K.]02.M 1493 2d4,]9]01
4T10PADA JOHN DEERE OWNER TRUST M B A31ID0%11DJAA0 DD 0910W14 y151MP A15017 .P3.4804. 173u.043 -1]3,%1]4 b132 173,480,42
Wem"A NOUAGUARANTEEDNOTESTRR2IAVARRT IlMN2017MI1117110 W2017 .2017 RJa SdW 9,.54E $SN.]E 0]O 9,W6d5
65478WAm NISSAN AUTO RECEIVABLES C MA 1 Was am Scale DD OMW16 fiHEXI 6I15R01] _ -is'aaBOW_ 18LEfi8W REEG0.93 ].15 it, RE.08
R.-M T.RIR Report Timndm9:Me Jul 12 X 17 CV2J:12AM Pagel Df3
j� Transaction Report
BNY MELLON
OCSD-CONSOLIDATED-OCSG00010000
Security ID OescriPtNm Effective Contract SM1aresl Par red.Data Investment Inveme stnt Settle Base Amount
Date Settle Data Base Amount Base Amount Base GalnlLoss
09238WAC2 TOYOTA AUTO RECERABLE52 A AS 1120%OAD 5N1B DD OWSULS d132m7 WA2017 3107231W 210,72310 31069110 S. 210]2310
PURCHASES -62,248,099.62 62,248,099.62 0.00 42,248,099.62
CASH&CASH EQUIVALENTS 44,803,858.16 44,603,858.16 0.00 -M,803,BSB.16
U.S.DOLLAR _ _ M,603,858.16 N,803,858.16 0.00 44,803,858.16
96BOBID9I BNY MELLON CASH RESERVE 0010%12J312VB DO NVI &IN017 e115R017 1T7 6ID -1,]776] 1,]R6i
99808520 DREYFUS TREAS A ANY LSH LSH MG VAR RT 1N3112em DO MN997 dL2011 61112017 174,019 ON -1,LUN00 IMAUS. .1 -1] O.L
S981 DREYFUS TREAS&AGY CSH CSH MG VAR RT 1831120A9 DO O4N997 BRON17 VI _5374.1. d.274SE 53]<.ea 000 5274.55
Searee.] DREYFUS TREES&AGY CSH CSH MG VM RT LJ31f 9DO WN9R7 ..all 602017 50<23]0 S.W2B] S,WR.B] 000 5,0120]
39608524] DREYFUS TREES&AGY CSH C5H MG VAR RT 1 Be 12043 DU WN9N] W201] 6/SI201] 11,MOOW �11.W0W 11.WO.US ISO -11,C4000
NsNK247 DREYFUS TREAS A AGY LSH LSH MO VAR RT I2/311SLU DO WN9N7 WEI .2017 28,2500W -28,25000 2Q250.no 000 625000
99 800524] DREYFUS TREES&AGY LSH CSH MG VAR RT 1831IA49 DO OSAMe -]d]IID1T 81eMU7 6929130 $92913 9 0 BONDS Or $92913
99808524] DREYFUS IDEAS AGY CSH CSH MG VAR RT lV312019 DO WN99] d9Ytm7 M2017 7.100.323.SW 71W.32356 7UNS23.M 0or -7,ID0,323.50
SW.., DREYFUS TREAE&AGY CSH CSH MG VAR RT D O10149 DD W/OBIS] d121N1] W12QD17 43.70 ON 4S.750W 43.7E0W 0JO -03,75000
DREYFUS TREES&AGY LSH CSH MG VAR RT 1SU1l2WS DO WNSPo] yt}1311] Al2I017 0301.21K VO -A 3U,938 6301,01930 1.0 5,30121938
NOV.M] DREYFUSTREAS&AGY LSH LSH MG VAR RT 12J312049 DO WN95] d142011 W14QO17 2B,125ON -2612S 0O 28125.W 1., -1J1250J
NE08524] DREYFUS TREAS&AGY CSH CSH MG VAR RT IVO12W9 DO aI d15201] BI15YA1] U.JT50000 8S43]5000 8,R3D.OR 000 8S4375000
NBAS.] DREYFUS TREES&AGY CSH Call MG VAR RT 12I31f2049 DO WN9B] M1 AA1] W15QD17 1.%8IN Ae -1301.122.38 1,363,122Y 000 -1.seU236
SSNDAN] DREYFUS TREES&AGY CSH Call MG VAR RT 12I31I2W9 DO WN9N7 d1fi'GII] 6116QO17 27S1AN -2.13136 2731.36 JA 1711,11
e960B5347 DREYFUS TPEAS&AGY CSH CSH MG VAR RT IVUll We DO Wro9ro7 F1.17 V1912017 30EI11 US 3W,115A9 3W,11543 I.,NER35247 DREYFUS TREES&AGY LSH CSH MN VAR RT 1831 INus DO U,NVm d20201] .1117 3$]1 NSJ -1,171 AD 3.271 As Do
23303B 998 DREYFUS AGY CSH Can MG VAR RT 1N31I20A9 DO WN&V] d212m] 8RV201] 0 -2 -AI 2.2 as 0 00 1 085M] ,210.IS
396035247 OREYFUSTREAS&AGY CSH CSH MG VAR RT 12I31RNSDD OAOM7 d221201] N12QO17 3],500 ON 3).500.DO W,SOO.. 0JO -37,50000
SS6DB524] DREYFUS TREES&AGY CSH CSH MG VAR RT IV31fllMSDD WNSPo] . 62.Ull 46,221 ON i 221 fie AS 22165 1A A5221 AS
9.1.1207 DREYFUS TREES&AGY LSH CSH ML VAR RT lSnl_W9 DO uOrem V2.17 ASUI 2010.0OD ON 2 AC O,WW 2 W 010.OW.
9R08526] DREYFUS TRFASA AGY LSH LSH MG VAR RT 1L31cJus DO WNAY] d302m] BI301201] 18$540W ESBRN USEO.W 00J D6,25001
313 ADS FEDERAL HOME LN BR CONS DISC OESSIID1] d6Y1017 SId201] SWOp00 No 1,992,43]50 0992A3750 000 d992437.50
313335J00 FEDERAL HOME LN BK CONS DISC MAT Wla9(1%] d2YN1] NJU.S17 ....NO -]WS5S66 7W,255E6 000 -789,ISE IN
9127B6LU1 U S TREASURY BILL 0 Po0%O QIQ017 OD OL2L17 N1.11 Alle01] 5,W0,0000W 1SASSO In DENSN0W 000 -UNSS 50000
m29.U1 U S TRFAWRV BILL 0 W0%OB2112017 DO 01MM17 01.11 W161017 B.WOAOO ON j978,66000 ]9]086O NO
FIXED INCOME SECURITIES -1I,4,11,241A6 17,411,261A6 000 -17,444,24166
U.S.DOLLAR -17,444,261A6 13,4 ,261.46 0.00 -12,444,2N.46
ODUJI BANK OF NEW YORK MELLON CORE?1 NO%OlOWCO1S DO 1025112 &2.17 W0.000010 E5$36490 6,.AD 1.0 RI
U LDEAOLO FEDEMHCMELNMTGCOW1WO%m12912017DD0&1NI2 d232m] ANO,017 2,W00000. 1,49952500 2499S25W 0 or _
3.AStoDO FEDERAL NAM MTG ASSN 14W%092]/M1]DO ONJI 1192m7 EIMYA1] 3,RSOON O 2N00000 29Al2.OR 000 IDNO NOre
3.Uaa R0 PHI NAM WE ASEN 1 Ne%D92TCO17 DO OWEL4 &221A1] GI 3.WO.000 OW 2SME100.00 2a.100.W 0or -2.Mea 100 or
45SOSBFY4 INTERNATIONAL BANK FOR RECONST 2SOX OLQAOO220D%IIDI17 d2.17 6R7I2017 DON NO No IOUS.55060 5030,SSO.W 000 5,030550 ,
.22ESP JOHN DEERE CAPITAL CORE1350%01116RU1B DO 0111N16 F1.17 .12017 READOC NO S4e7m NO BUST63.5o 10, -549,76350
912AVT59 U E TRFASURY NOTE 0625%ONON09 DO 01 d0Y201] ANKS1] 2,W00000. Q496,68806 14NEANUS
RECEIPTS AND DISBURSEMENT TRANSACTIONS -21,000,000.00 30,888.00 0.00 -21,000,000.00
DISTRIBUTION TO PLAN ADMINISTRATOR -21,000,000.00 0.00 000 -21,000,000.00
U.S.DOLLAR -21,000,000.00 0.00 0.00 -21,000,000.00
NA9123459 GIST TO PUN ADMIN N1512m7 DUN 21 LI N -01000,10000
MISCELLANEOUS INCOME 0.00 30,88800 0.00 0.00
U.S.DOLLAR 0.00 30,888.00 0.00 0.00
N S.SWV0 ILB INFLATION ADJUSTMENTS US TREASCPI INFIAT d1Y1m] 161 1 2.0. ON 20&W 000 0A
912626WU0 ILB INFLATION ADJUSTMENTS US TREAS-CPI INFIAT WV2017 1.17 1 1144,000 ON 1,14aW 000 000
.,.I JTXDVS FUJI Theurer,Wetl JUI 12201]08 NAS AM Page 2 of
j� Transaction Report
BNY MELLON
OCSD-CONSOLIDATED-OCSG00010000
SecurilY ID Oescriation Date Effective Contract Shareal Par Trade Data InvsstmeM Investment Settle Base Amount
Date 6eHle Dale Base Amount Baas Amount Base GalnlLoss
912828WU0 ILa INFLATION ADJUSTMENTS US TREASCPI Wool BISI2017 (SLAO17 _3,12r NS ON 3,120W SOL 0SO
912828WU0 ILB INFLATION ADJUSTMENTS US TREASLPI INFLAT SEI2M7 6I6I20P LM0000 O.W U.S.. 000 our
912828WU0 ILB INFLATION ADJUSTMENTS US TRE4&CPIINEIAT NA201] WfJ017 1.MOOW O.W LWO.W ON ON
II828WOO IN INFLATION ADJUSTMENTS US TREASLPI NFIAT NOROq NN2017 _1.OJ0000 ON 1pCOW
91292MUC ILa INFLATION ADJUSTMENTS US TREA6LPI INFUll &9Y2017 flR 17 3,224A. OW 3,12IW
912828WU0 en INFLATION ADJUSTMENTS US TnoA3 PI INFLAT .12201i 61122D17 1.040 No O.W LWOW 000 000
912UMUO ILB INFATION ADJUSTMENTS US TRE45{PIINFIAT W1. sil. 1] _1.M00W D.W LWO.W 000 0or
912825WU0 RUBINFlATION ADJUSTMENTS US TREASCPI INFLAT N14.11 N1J.111 1,0400. OW 1..a. IN .1
LB INFLATION ADJUSTMENTS US TREASCPI NFIAT NUVN17 N1512017 _1p.ON O.CO L1ClW
912828WU0 ILa INFLATION ADJUSTMENTS US TREAELPI INFIUN flNaR01i 6/10/017 3,12000o ON 3120W 000 .0
S1SVS.UO ILB INFLATION ADJUSTMENTS US TROUNCE INFLAT &19201] 6I19YA17 1.060 No O.W 1.MO.W 000 000
912828WUO ILB INMTION ADJUSTMENTS US TREAACPI INFLAT N20R01i SSOI2017 1,040 ON O.W U.A. 000 0or
912828WUO LB INFLATION ADJUSTMENTS US TREASCPI INFLAT N21. ENSO17 _1,MOOW OCO 1.WOW 000 IN
IN INFLATION ADJUSTMENTS US TREASCPI NFIAT N22/2o1i N222017 OW 1.160.W
912828WU0 IN INFLATION ADJUSTMENTS US TREASCPI NFIAT fip32ol] 6I23I2017 3,120 No OTrAN LN Oo0
912525WU0 IS INFLATION ADJUSTMENTS US TREASCPI INFLAT .26R01] ASWSO17 1.040 ON AN LMOW 000 000
912UMUO ILB INETATIONAOJUETMEMSUS TREASCPI INFLAT N2]IIDli 6R712017 1M00W O.W 1.WO.W 000 0Or
912828WOO ILB INFLATION ADJUSTMENTS US TRENSUPI INFLAT N2.11 N2sA17 1.ON ON ON 1..a. 000 000
rU2UNvUU ILB INFLATION ADJUSTMENTS US TREASCPI NFIAT 6@NN17 N29101] 11CC.OW 0W lj.ON 000 0 or
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P.-IS TX OS RquN Timeamm,All Jul 12 Sol 7 0e2SIS AM Page 3 of
Callan
June 30, 2017
Orange County Sanitation District
Investment Measurement Service
Quarterly Review
The holder, report waa prepared by Callan Associates Inc. ("CAI"I using Information from sources that include the following: fund thusands); fund
cuatodian(s);Investment remove r(s);CAI computer service;CAI investment manager and fund sponsor database;third party data vendors;and other outside
sources as directed by the client CAI assumes no responsibility for the accuracy or completeness of the inroannummn provided,or methodologies employed,by
any information providers external to CAI.Reasonable care has been taken to assure the accuracy of the CAI database and computer software.Callan does
not provide advice reversing, nor shall Callan be responsible for,the purchase,sale, hedge or holding of individual securities, including,without limitation
cuticles of the client(i.e. company stock)or derivatives in the clients accounts.In preparing the following report CAI has not reviewed the risks of individual
cunt,holdings or the conformity of individual seventy holdings with the client's Investment policies and guidelines,nor has it assumed any responsibility to do
a.Advice pertaining to Me medic of individual securities and derivatives sal be discussed with a Mind party securities expert.Copyright 2017 by Callan
Associates mr.
Table of Contents
June 30, 2017
Capital Markel Review 1
Active Management Overview
Market Overview 9
Domestic Fixed Income 10
Asset Allocation
Investment Manager Asset Allocation 12
Investment Manager Retums 13
Asset Class Risk and Return 17
Manager Analysis
Chandler-Long Term Operating Fund 19
Chandler-Liquid Operating Money 23
Callan Reseamh/Education 25
Definitions 28
Disclosures 33
Callan
Orange County Sanitation District
Executive Summary for Period Ending June 30, 2017
Asset Allocation
June 30, 2017
Market Value Welaht Net New Inv.
Uameetic Fix" mome
Lon9Ten Opeating Fund' 331.99e,306 72.74% 12,000,000
Toni Fund $456,Crr,785 100.0% $51,000,000
Performance
Last Last Last
Last Last 3 5 7
Quarter Year Years Years Years
Domestic Fixed Income
Long Term Operating Fund" 0.49% 0.29% 1.31% 0.96% 1.77%
Chandler 0.49% 0.29% - - -
BlmbgGovt/Cmd 1-5 Year ldx 0.56% 0.11% 1.35% 1.29% 1.68%
ML 1-5 Govt/Corp 0.55% 0.13% 1.37% 1.37% 1.76%
Liquid Operating Monies" 0.20% 0.57% 0.36% 0.27% 0.26%
Chandler 0.20% 0.57% - - -
Ciliorcuo3-Month Treasury Bill 0.18% 0.46% 0.20% 0.15% 0.13%
Total Fund 0.41% 0.22% 1.07% 0.81% 1.49%
Target' 0.48% 0.20% 1.14% 1.12% 1.43%
`Cunent OuaderTaMrt=80.0%ML 1-5 GoWCorp and 20.0%3m0 T-Bills.
^Assets were transfened In kind to Chandleron 12I1/2014.Previous performance reflects PIMCO.
Recent Developments
During the quarter, $51.0 million was deposited into the total portfolio. Of that sum, $12.0
million was invested into the Long Term Operating Fund and $39.0 million was put into the
Liquid Operating Monies.
Organizational Issues
NA
Manager Performance
Intermediate and long U.S. Treasury yields fell modestly in the second quarter as inflation
data releases were persistently weak. Short rates rose, consistent with the Fed hike,and the
yield curve flattened. Risky assets continued their long streak of outperformance. The 10-
year U.S. Treasury yield closed the quarter at 2.31%, down from 2AO% as of March 31a,
though it hit a 2017 low of 2.12% earlier in June. The 2-year U.S. Treasury yield climbed 11
bps to close at 1.38%. As a result, short and intermediate maturity Treasuries
underperformed and the Bloomberg Barclays Intermediate Treasury Index returned 0.7%
Callan Orange County Sanilatlon gatre
July 27,2017
While the Long Index gained 4.0%. The Bloomberg Barclays Aggregate Index earned 1.4%
with corporate bonds performing the best on strong demand. The Bloomberg Barclays
Corporate Index was up 2.5% for the quarter, outperforming the High Yield Index (+2.2%).
TIPS underperformed as expectations for inflation sank.The Bloomberg Barclays TIPS Index
lost 0.4% for the quarter. The 10-year breakeven spread (the difference between nominal
and real yields) was 173 bps as of quarter-end, down from 1.97% at the end of the first
quarter.
The Long Term Operating Fund rose 0.49% in the quarter, lagging the ML 1-5 Govt/Corp
Index(+0.55%) and ranking in the 4V percentile versus peers. Slight underperformance in
the quarter is attributed to an out of benchmark allocation to TIPS. The portfolio was also
modestly short duration (2.44 versus 2.78 years), which helped relative performance as the
very short end of the yield curve rose. The Long Term Operating Fund had less than 30%
invested in credit and less than the permitted 20% invested in the combination of asset-
backed securities, commercial mortgage backed securities, and CMOs as of June 30, 2017
(see page 22).
The Liquid Operating Portfolio gained 0.16%(after fees) in the quarter, which slightly trailed
the return of the 3-month Treasury(+0.18%).The Portfolio retumed 0.42%(after fees) for the
trailing 12 months and ranked 32nd percentile versus peers.
Cordially,
Gordon M.Weightman, CFA
Vice President
2
Capital Market Review
CallanCALLAN
CMR
Preview
Second Quarter 2017
Overseas Stocks Lead the Charge 2 Yield Hunt, Weak Dollar Drove Returns 5
U.S.AND NON-U.S. EQUITY e a G E U.S.AND NON-U.S. FIXED INCOME P A G E
- The S&P WO Index rose 3.1%and hit a high during the quarter - The Bloomberg Barclays US Aggregate Bond Index gained 1.4%
- Large cap outperformed smaller capitalizabons—again - Corporate bonds pertolmed best,driven by strong demand
- Growth outperformed value across large and small capitalization - Low retes kept pushing Investors out on the disk spectrum for higher yields
- The MSCI Wodd ex USA Index jumped 5.6% - Municipal bonds outperformed Treasuries
- Europes economic recovery fueled non-U.S.developed markets - The Bloomberg Barclays Global Aggregate ex-0S(unhi jumped 3.5%
- Once again,emerging markets outpaced developed ones - Unhedged non-U.S.bonds were helped by a weaker dollar
- Developed non-U.S.small cap outperformed large cap - The dollar-denominated JPM EMBI Global Diversified Index rose 2.2%
Additional Callan Newsletters and Resources Coming Soon to Our Slog 'Perspectives'
Hedge Fund Monitor Real Assets Reporter Economy Fund Sponsor
An analysis of hedge fund manag- A review of real estate and other While the Initial read on first quar- Each quarter we track the median
am and marketplace issues real assets ter GDP growth was disappointing, return for all fund types, includ-
at 0]%,later revisions bumped it ing endowments and foundations,
Private Markets Trends Callan DC Indez^' up to 1 4% The second quarter public plans, corporate plans, and
The latest news and trends in pill A Web teal tracking performance
figure is due later this month,with Taft-Hanley plans. Our analysis
vote equity investing and fund flows of over 90 DC plans consensus estimates putting it at offers insight into the factors that
DC Observer Callan Target Date Indei 2A%.That would place the econ. drove performance and how van.
A look at the Issues and challenges An online feature tracking returns omy back on track for solid—d ous types of funds fared relative to
facing DC plan sponsors and allocations of target date funds uniusctacular,rowih. each other.
Visit our Research Library at callan.comllibrary Find even more on our blog at callan.comlblag
Broad Market Quarterly Returns
U.S.Equity Non-U.S.Equity U.S.Fixed Income Non-U.S.Fixed Income
Russell 3000 MSCI ACWI ex USA Bloomberg Barclays Agg Bloomberg Barclays Gbl ex US
t t t t
+3.0% +5.8% +1.4% +3.5%
Sources:Bloomberg Barclays.MSCI,Russell Investment Group
Knowledge.Experience.Integrity.
Global Equity
U.S. Stocks: Shocks, but No Slowing Growth outperformed value across large and small caps
Despite an increase in interest rates (Russell 1000 Growth:+4.7%vs.Russell 1000Value:+1.3%;
+3 0% and turbulent events in the news, Russell 2000 Growth:+4.4%vs.Russell 2000 Value:+0.7%).
RUSSELL 3000 including disruptions within the Trump The strong-performing "FAAMG" stocks (Facebook, Amazon,
administration and terrorist attacks in Apple,Microsoft,and Google)comprised 22%of the S&P 500's
the U.K.,U.S.stocks continued to inch higher during the second return in the second quarter versus 32% in the first. Investors
quarter. Amid this volatile macro backdrop, S&P 500 compa- continued to be drawn to the top-line growth prospects and mar-
nies reported the strongest quarterly earnings growth rate in six ket share gains at these large,established firms.
years(70%reported profits above expectations), and the S&P
500 Index hit a record high during the quarter. Investor sentiment broadened across sectors in the second
quarter compared to the first,as a wider range of firms reported
Large cap stocks outperformed mid and small caps(S&P 500 positive results. Top sectors in the S&P 500 included Health
Index:+3.1%; Russell 2000 Index:+2.5%). Strong earnings Care(+7.1%),which rallied on the Trump administration's pros-
reports out of large cap stocks contributed to their leg up pact of change to the Affordable Care Act; Industrials(+4.7%),
over small cap. Large cap was also buoyed by the continued which benefited from declining commodity pnces; Financials
Flow of assets into passively managed strategies, especially (+4.2%), spurred by the Fed's announcement that 34 of the
ETF vehicles. largest banks passed their stress tests,the largest cohort to do
so since the tests began; and Tech (+4.1%, on the continued
Small cap valuations kept stretching higher and, as a result, rise of those FAAMG stocks.
investors continued to take profits following a boon year in
2016.The continued expansion in small cap multiples may be Energy(-6.4%)and Telecom(-7.0%)were the laggards.Crude
giving some investors pause, particularly as the current eco- oil prices fell due to an increase in supply,the result of a milder
nomic upturn is nearing nine years. winter. In addition, improving efficiency within the U.S.fracking
Quarterly Performance of Select Sectors
•Russell 1000 •Rcsscll2000
I IN I I
1.5% L1%
I I I -1.4%. li I � _1.7x I I
I I I I I I
I I I I I I I I I I
I I I I I I I I I I
I I I I I I I I I I
I I I I I I I I I I
I I I I I I I I I I
I I I I I I I I I I
I I I I I I
I I I I I I I I I I
Heatlh Cere Producer Flnenciel Technology Motenels& Consumer Consumer utiiltlies Enemy
Durables Servkes Processing oiscretlonary goggles
Spume:Russell Iro snrent Group
2 1 Callan
U.S.Equity:Quarterly Returns From a factor perspective, Momentum (+7.9%) was the top-
performing factor while Enhanced Value (weighted to the
Russell MOO- 3.0% forward price-earnings ratio, enterprise value/cash flow from
Russell 1000- 9.1% operations, and pdce-to-book value of stocks in the factor)
Russel loan crowoI 0.M was the worst performer(+1.3%). Momentum was favored as
investors sought stocks with demonstrated earnings growth.
Russell t000 value_ 1.8%
S&P So- 8.1% Non-U.S. Stocks: Europe's Recovery a Boost
Russell Mkkap- z]% Non-U.S. developed equity outper-
Russellzs00- 2.1% +5.8% formed the U.S. for the second con-
Russell MOO- 9.5% MSCI ACWI Ex USA secutive quarter, fueled by economic
recovery in Europe and market-friendly
outcomes in European elections. The MSCI Europe Index
Source:Russell Irseement croup and Standard&Pears' jumped 7.4% and the MSCI World ex USA Index notched a
5.6%gain,compared to the 3.1%rise in the S&P 500.
U.S.Equity:One-Year Returns Gains were broad-based and helped by weakness in the U.S.
dollar, which lost about 7% versus the auto and 5% versus a
Russell anon- 18.5% broad basket of currencies.
Ruasell 1000- 18.0%
The auto rallied as a result of hawkish comments from the
Russell 1000 GmvM BOA%
European Central Bank,coupled with improving European eco-
Russell i00ovalue- 15.5% nomic and sentiment indicators.European Financials benefited
S&P Soo- 17.9% from expectations of higher rates, and European Industrials
Russell Midoup- 16.5% were propped up by stronger economic expectations.
Russell MOD 19.9ye
Ruve112000 Bd.e%
Energy and Telecom Services were the only sectors in devel-
oped markets with negative second quarter returns.Energy fell
source:Russell lrsestment croup and Standard!&Pears' as oil prices continue to languish due to an imbalance between
supply and demand despite OPEC's efforts to cut production.
Telecom Services were buffeted by pricing pressure.
industry impacted prices.Within Telecom, competition for mar- Within the MSCI indices, Europe ex-U.K.was up 8.4%,the U.K
ket share intensified in the increasingly commoditized(and con- gained 4.7%, and Japan returned 5.2%. Small caps outper-
solidated)space. formed;the MSCI EAFE Small Cap Index rose 8.1%.
Value stocks were hurt by Consumer Staples companies re- Looking at the global picture for stocks,the MSCI ACWI Index
setting to more sensible valuations following the strong rally in gained 4.3%, and developed and emerging markets oulper-
2016 that resulted from the-yield trade,"as investors sought the formed the U.S. (MSCI ACWI ex USA Index: +5.8%), due
safety of strong dividends and lower-volatility stocks. largely to broad-based weakness in the U.S.dollar.
Knowledge.Experience.Integrity. 1 3
Non-U.S.Equity:Quarterly Returns (U.S.Dollar) Non-U.S.Equity:One-Year Returns (U.S.Dollar)
MSCIACWI — 4.3% MSCIACWI — 19.8%
MSCI Wotltl 40% MSCI ward — 18.2%
MSCI ACWI.USA 5.8% Al — 20.5%
MSCIW,rd.USA —5.5% MSCIWwN..USA 19.5%
MSCI ACWI ex USA Smell Cap — 83% MSCI ACWI ex USA Small Cap 20.3%
MSCI Wotltl ex USA Small Cap —1]% MSCI Wotltl ex USA Small Cap —21.3%
MSLI Be,-UK SA% MSCI Eumpa ea UK U4%
MSCI UK —4.7% MSCI UK 13.3%
MSCI l ex Japan -1.5% MSCI Pad@ex Japan — 19.4%
MSCI Japan — 5.2% MSCIJI.. —19.2%
MSCI Em reng MaAels 6.3% MSCI EmeRin9 M.r ale — 23.7%
MSCI China 10.6% MSCI China 32.2%
MSCI From.,MaAala 6.1% MSCI FroMIer MaMela 19.2%
Source'.MSCI Source:MSCI
Emerging Markets: Tech Triumphs in Brazil(including President Michel Tamer's bribery scandal)
Emerging markets outpaced the and commodity prices weighed on the country.
+6a3% developed markets for the sec-
MSCI EM and straight quarter, propelled by Quality, growth, and momentum factors dominated the market
Technology companies in China, given the returns of large cap technology companies.
South Korea, and Taiwan. The MSCI Emerging Markets
Index gained 6.3%. Industry leaders in online and mobile Non-U.S.Small Cap: All Over the Map
commerce, payments, digital media, cloud Computing, and Developed non-U.S.small cap stocks
smarphones are monopolizing the markets. That includes +6a2% outperformed large cap equity, as
Tencent and Alibaba in China;Samsung in South Korea;and MSCI ACWI 5 USA SC they were better positioned for the
Taiwan Semiconductor Manufacturing in Taiwan. local economic recovery in Europe.
But small Cap equity lagged large cap in emerging markets,
Positive economic momentum and European election results due to the performance of the large cap tech companies.The
placed Greece (+33.8%) and Hungary (+19.4%) as the top MSCI World ex USA Small Cap Index climbed 7.3%while the
two performing countries in emerging markets. China rose MSCI Emerging Markets Small Cap Index increased 2.6%.
10.6%, while India's gain was muted at +2.9%, though it
remains a lop performer year-to-date (+21%). The three Energy was the worst-performing sector in developed and
wonst-performing countries were Qatar (-10.9%), Russia emerging markets due to declining oil prices,which also caused
(-10.0%), and Brazil (-6.7%). Qatar was hit after four Arab growth to outperform value in developed small cap. Financials,
nations (Saudi Arabia, the United Arab Emirates, Egypt, and the top performing sector for the quarter,offset Energy;on the
Bahrain)imposed an embargo,accusing the country of back- heels of positive economic data and election results, Eastern
ing terrorism. Russia slumped because of declining oil prices European Financials rallied.
and looming new sanctions.And continuing political instability
4 1 Callan
Global Fixed Income
U.S. Bonds: On the Hunt for Yield U.S.Treasury Yield Curves
Corporate bonds performed best in
+1e4% the second quarter on strong demand. 0 June 30,2017 0March 31,2017 •June 30.4016
BB AGGREGATE Investors continued their hunt for sta- 4% _
ble yields that are higher than what is
available for like-duration government bonds.The Bloomberg 3% _ _ _ __
Barclays US Corporate Bond Index was up 2.5% (+3.8%
year to date), while the Bloomberg Barclays US Aggregate 2% ____
Bond Index rose 1.4% (+2.3% YTD). Credit fundamentals
- - - - - - - -----------
remained strong with solid earnings growth and a modest(but 1%
acceptable)economic growth environment;corporate balance
sheets appeared to be in good shape.And although rates have 0%
moved higher on the front end,overall the curve has flattened; 1, s io is zo z5 so
the demand for yield is providing support for spread sectors Maturity Years)
broadly. source:aloombsrg
The Bloomberg Barclays High Yield Corporate Index In the government market, municipal bonds outperformed
increased 2.2%. Low interest rates continued to be a catalyst Treasuries. The Bloomberg Barclays Municipal Bond
pushing investors out the risk spectrum in search of higher Index was up 2.0%, compared to the Bloomberg Barclays
yields. Default expectations are low across most sectors, pro- US Treasury Index (+1.2%). Results were bolstered by low-
viding some comfort to investors. Energy was the only high- ered expectations for tax reform and favorable supply/demand
yield sector to decline (-0.66%). Rising inventories and con- technicals.The Fed,viewing inflation weakness as temporary,
earn over OPEC policy put pressure on oil prices,which have raised rates by 25 basis points, as expected. The yield curve
fallen approximately 17%so far this year. flattened over the quarter, with short rates rising and longer
U.S.Fixed Income:Quarterly Returns U.S.Fixed Income:One-Year Returns
Bloomberg Bartleys Gov/Cres 1-3 Yr ' 0.3% Bloomberg Barclays Gos/Crelit 1-3 Yr 10.3%
Bloombeg aside s Irius.Gov/Chi - 0.9% 43 I Bloombeg Bentleys Iri GovlCredit
Bloomberg Bardays Aggregate 1.4% 4.3% I Bloomberg Bardays Aggregate
Bloombeg Barclays_xxGov1CretlM1 — M% -1.1% 1 Bloomberg Barclays LougGov/CretlX
BlWmberg Samla}S UnivBrsal 1.5% Bloomberg Bardays UnWxsal 1 0.9%
CS Leveraged Loans ■ 0.8% CS Leveraged Loans — 7.5%
Bloomberg Bardays Co,High Yield —2.2% Bloomberg Bartlays Co,High Yleld 12.7%
4A%, Bloombeg Barclays Us TIPS 4.6% ' Bloomberg Bardays US TIPS
Source:Bloomberg Barclays.Credit Suisse Source:Bloomleurg Bardays,Gredlt Suisse
Knowledge.Experience.Integrity. 1 5
rates falling.The 10-year U.S.Treasury yield closed the quar- in tone spooked investors and sent global yields higher and
ter at 2.31%,down from 2.40%as of March 31,though it hit a stocks lower going into quarter-end.
2017 low of 2.12% earlier in June. The 2-year U.S. Treasury
yield climbed 11 bps to close at 1.38%. Despite growing geopolitical tension and pressure on energy
and commodity prices, the demand for yield drove returns in
TIPS underperformed as expectations for inflation sank,a rever- emerging market (EM) debt amid a strong technical climate
sal from the previous quarter; the Bloomberg Barclays US supported by robust investor flows. The dollar-denominated
TIPS Indexfell 0.4%.The 10-year breakeven spread(the differ- JPM EMBI Global Diversified Index was up 2.2%, and the
ence between nominal and real yields)was 1.73%as of quarter- local currency-denominated JPM GBI-EM Global Diversified
end,down from 1.97%at the end of the first quarter,as inflation Index jumped even more sharply, rising 3.6%. The weaker
came in below expectations for the third consecutive month. U.S. dollar and relatively higher local yields pushed EM local
debt returns higher for the quarter and the year,continuing the
Non-U.S. Bonds: Our Pain,Their Gain post-election rebound.
Aweaker U.S.dollar helped unhedged
+3e 5% non-U.S.bonds and hindered hedged
BB GBL AGO ea US bonds. The Bloomberg Barclays
Global Aggregate ex-US Bond Change in 10-Year Global Government Bond Yields
Index(unhedged)jumped 3.5%, while the hedged index rose
only 0.6%.The U.S. dollar lost nearly 7%versus the euro and 1Q17 to 2017
almost 5% versus a broad basket of developed market cur-
-9 bps— U.S.Treasury
rencies. Positive economic growth and hawkish rhetoric from Germany —la ape
the European Central Bank (ECB) and the Bank of England
U.K. —12 bps
drove strong results in the euro and the British pound corn- Canada —uape
pared to the U.S. dollar. The quarter closed with an upbeat
Japan . 26pa
assessment of the euro zone's recovery from the president of
the ECB, Mario Draghi, fueling speculation that the tapering Source:Bloomberg Barclays
of ECB asset purchases may be on the horizon. This change
Non-U.S.Fixed Income:Quarterly Returns Non-U.S.Fixed Income:One-Year Returns
Bloomberg Barclays Global Aggregate — 2.6% .2.2% ■ Bloomberg Bardays GlobelA,r,,W
Bloomberg Bamlaye Global Ago nub,) -1.0% 4.4% I Bloombmg Barclays Global AM(bag)
Bloomberg Same,Global Hlgb Ylela —3.2% Bloomberg Bardaya Global Hi9b Ybla— 11.9%
Bloomberg Barclays Global AM ex US — 3.5% d.6% _ Bloombeq BerGays Glpbel Agg ex US
JPM EMBI Global Dnm eJiea — 2.2% JPM EMBI Global DlvereRea— 6.0%
JPM GBI-EM Global l3n amRiea — 3.6% JPM GBI-EM Global Dl-.ff M— 6.4%
JPM EMBI GI DivlJPM GBI-EM GI Div — 2.9% JPM EMBI GI Diol JPM GBI-EM GI Dlv— 6.3%
JPM CEMBI _ 1.7% JPM CEMBI— 7.0%
Source:Bloomberg Bamlaye,JP Morgan Soorce:Bloomberg Barclays,JP Morgan
6 1 Callan
Active Management Overview
Market Overview
Active Management vs Index Returns
Market Overview
The charts below illustrate the range of returns across managers in Callan's Separate Account database over the most
recent one quarter and one year time periods. The database is broken down by asset class to illustrate the difference in
returns across those asset classes.An appropriate index is also shown for each asset class for comparison purposes.As an
example, the 0rsl bar in the upper chart illustrates the range of returns for domestic equity managers over the last quarter.
The triangle represents the S&P 500 return. The number next to the triangle represents the ranking of the S&P 500 in the
Large Cap Equity manager database.
Range of Separate Account Manager Returns by Asset Class
One Quarter Ended June 30,2017
10%
8%
8% (]3)
4% (]0)®
(
2% 50) (48)
�b�� (50)
0%
wo large Cep Smell Cep Non-US Domartic Nan-US Real
Equity Equity Equly Fixed lnwme Fixed Income Estate
s Va vs vs
S&P SOU Russell 2000 MSCI EAFE Blmbg Aggr Bd Citi Non.US GoA NCREIF index
10ih Percantile 6.22 840 8.83 1.]] 4.4] 3.68
250 Percentile 4.86 432 ].90 1.88 422 2.64
Median 3.09 233 6.75 1.54 395 1,74
]SM Percentile 2.07 037
Bfi 6.0] 145 3.71 1.33
90th Percentile 1.23 (03]) 5.26 1.35 3.16 0,55
Index • 3.09 246 6.12 145 3.81 1,75
Range of Separate Account Manager Returns by Asset Class
One Year Ended June 30,2017
35%
30%
25% (39)
20% (61)� (58)�
15%
X. 10%
5])
5%
0%
(5%) m)
(10%) Large Cap Small Cap Non-US Domestic Non-Us Real
Equity Equity Equity Fixed Income Fixed Income Estate
se vs
nP500 Russell 2000 MSCI EAFE Blmbg Aggr ad Giti Non US GoA NCREIF Index
10MPercentile 24.M 29.03 26.38 1.58 5.05 12.34
25ih Percentile 22.01 26.14 23.72 0.95 2.44 9.67
Median 19.14 23.16 2105 (0.3] (((2.43))) 7.41
75th Percentile 16.69 2083 18.04 (0.Q (4.46) 0.23
462
90M Percentile 14.43 17.M 15.35
Callan
• 17.90 24.60 20.27 (0.31) Sul) 6.97
Canal l Orarcg County Sanitation Mend g
Domestic Fixed Income
Active Management Overview
Intermediate and long U.S. Treasury yields fell modestly in the second quarter as inflation was unexpectedly weak and
economic data releases were mixed. The Fed, viewing inflation weakness as temporary, raised rates by 25 bps in line with
expectations. The yield curve flattened over the course of the quarter, with short roles rising and longer rates falling. Risky
assets continued their long streak of outperformance. The 10-year U.S. Treasury yield closed the quarter at 2.31%, down
from 2.40% as of 3/31, though it hit a 2017 low of 2.12% earlier in June. The 2-year U.S. Treasury yield climbed 11 bps to
close at 1.38%.The Bloomberg Barclays Aggregate Index earned 1.4%with corporate bonds performing the best on strong
demand.The Bloomberg Barclays Corporate Index was up 2.5%for the quarter, outperforming the High Yield Index(+2.2%).
TIPS underperformed as expectations for inflation sank.The Bloomberg Barclays TIPS Index lost 0.4% for the quarter. The
10-year breakeven spread(the difference between nominal and real yields)was 1.73%as of quarter-end, down from 1.97%
at the end of the first quarter. High Yield managers trailed the Bloomberg Barclays High Yield Index, while Core Bond and
Core Plus managers bested the Bloomberg Barclays Aggregate.
Separate Account Style Group Median Returns
for Quarter Ended June 30,2017 Blmbg Aggregate. 1.45%
5% Blmbg High Yield: 2.17%
Bled,Long Gov/Cred: 4.39%
5%
4.51
4% ---------------------- ------------
N
3% ---------------------- ------------
N
2.20
54
1 so O1
0.46
0%
Defensive Intermed Care Core Plus Extended Bank High Yield
Bond Maturity Loans
Separate Account Style Group Median Returns
for One Year Ended June 30,2017 Blai Aggregate: (0,31%)
20% Bled,High Yield: 12.70%
Blmbg Long Gov/Creel (1.07%)
15%
11.98
10% -------------------------------- --
5
N
� 5%
2,29
0.75 0 23 0.3]
0%
(0.25)
(5%)
Defensive Intermed care Core Plus ExlBnded Bank High Yield
Callan
Maturity Loans
Callan change County sanitation Distric to
Asset Allocation
Investment Manager Asset Allocation
The table below Contrasts the distribution of assets across the Fund's investment managers as of June 30, 2017, with the
distribution as of March 31, 2017. The change in asset distribution is broken down into the dollar change due to Net New
Investment and the dollar change due to Investment Return.
Asset Distribution Across Investment Managers
June 30,2017 March 31,2017
Market Value Weight Net New Inv. Inv.Return Market Value Weloht
Domestic Fixed Income
tons Term Operating Fund' 331,996,306 72,74% 12,000,000 1.578.039 318.418.266 78,89%
Liquid Operatic Monies' 124.441A79 27.26% 39,000,000 261.045 85.180.434 21.11%
Total Fund $456,437,785 100.0% $51,000,000 81,839,084 3403,598.701 100.0%
'Chandler replaced PIMCO during,the 4th quarter of 2014.Assets were tmnafeoed In+lnd as of 12I01I2014.
Callan Omhge County Sanitation DisNct 12
Investment Manager Returns
The table below details the rates of return for the Fund's investment managers over various time periods ended June 30,
2017. Negative returns are shown in red, positive returns in black. Returns for one year or greater are annualized. The first
set of returns for each asset class represents the composite returns for all the fund's accounts for that asset class.
Returns for Periods Ended June 30,2017
Last Last Last
Last Last 3 5 7
Quarter Year Years Years Years
Domestic Fixed Income
Long Term Operating Fund^ 0.49% 0.29% 1.31% 0.96% 1.77%
Chandler 0.49% 0.29% - - -
BlmbgGovt/Cred1-5 Year ldx 0.56% 0.11% 1.35% 1.29% 1.68%
ML 1-5 Govt/Corp 0.55% 0.13% 1.37% 1.37% 1.76%
Liquid Operating Monies^ 0.20% 0.57% 0.36% 0.27% 0.26%
Chandler 0.20% 0.57% - - -
Citigroup 3-Month Treasury Bill 0.18% 0,46% 0.20% 0.15% 0,13%
Total Fund 0.41% 0.22% 1.07% 0.81% 1.49%
Target* 0,48% 0,20% 1.14% 1,12% 1,43%
Current Quarter Target=80.0%MIL US Corp/Govt 1-5Y and 20.0%Citi 3 Mo T-Bill.
Callan
were transferred in kind to Chandler on 12/112014.Previous performance reflects PIMCO.
Callan Omr,e County Santlerinn Distnd 19
Investment Manager Returns
The table below details the rates of return for the Fund's investment managers over various time periods ended June 30,
2017. Negative returns are shown in red, positive returns in black. Returns for one year or greater are annualized. The first
set of returns for each asset class represents the composite returns for all the fund's accounts for that asset class.
Returns for Periods Ended June 30,2017
Last Last Last
10 15 21.3/4
Years Years Years
Domestic Fixed Income
Long Term Operating Fund^ 3.19% 3.37% 4.42%
Blmbg Govt/Cred 1-5 Year Idz 2.97% 3.16% 4.23%
ML 1-5 Govt/Corp 3.00% 3.17% 4.26%
Liquid Operating Monies^ 0.74% 1.45% 2.65%
Citigroup 3-Month Treasury Bill 0.51% 1.22% 2.33%
Total Fund 2.70% 3.02% 4.14%
Target` 2.50% 2.78% 3.88%
Current Quarter Target=80.0%ML US Corp/Govt 1-5Y and 20.0%Citi 3 Mo T-Bill.
^Assets were transferred in kind to Chandler on 12/112014.Previous performance reflects PIMCO.
Callan 0mrve County sannarrnDiamn ,<
Investment Manager Returns
The table below details the rates of return for the Fund's investment managers over various time periods. Negative returns
are shown in red, positive returns in black. Returns for one year or greater are annualized. The first set of returns for each
asset class represents the composite returns for all the fund's accounts for that asset class.
12/2016-
6/2017 2016 2015 2014 2013
Domestic Fixed Income
Long Term Operating Fund^ 1.00% 1.58% 0.85% 1.98% (1.77%)
Chandler 1.00% 1,58% 0.85% - -
Blmbg Govl/Cred 1-5 Year Idx 1.14% 1.56% 0.97% 1.42% 0.28%
ML1-5 Govt/Com 1.11% 1.62% 1.05% 1.51% 0.32%
Liquid Operating Monies^ 0.35% 0.47% 0.22% 0.09% 0.13%
Chandler 0.35% 0.47% 0.22% -
Citiarouo 3-Month Treasury Bill 0.30% 0.27% 0.03% 0.03% 0.05%
Total Fund 0.841/6 1.15% 0.80% 1.73% (1.49%)
Target* 0.95% 1.35% 0.85% 1.21% 0.26%
*Current Quarter Target=80.0%ML US Corp/Gov:1-5Y and 20.0%Citi 3 Mo T-Bill.
^Assets were transferred in kind to Chandler on 12/112014.Previous performance reflects PIMCO.
Callan 0mr,,e County SantlerinnDist c ,s
Investment Manager Returns
The table below details the rates of return for the Fund's investment managers over various time periods. Negative returns
are shown in red, positive returns in black. Returns for one year or greater are annualized. The first set of returns for each
asset class represents the composite returns for all the fund's accounts for that asset class.
2012 2011 2010 2009 2008
Domestic Fixed Income
Long Term Operating Fund^ 3.06% 4.59% 4.42% 5.52% 5.37%
Blmbg Govt/Cred 1-5 Year Idx 2.24% 3.14% 4.08% 4.62% 5,12%
ML1-5 Govt/Corp 2.47% 3.10% 4.17% 4.88% 4.65%
Liquid Operating Monies- 0.17% 0,24% 0.25% 0,58% 2,40%
Ciligroup 3-Month Treasury Bill 0.07% 0.08% 0.13% 0.16% 1.80%
Total Fund 2.70% 3.70% 3.68% 4.65% 4.61%
Target` 1.99% 2.49% 3.36% 3.93% 4.08%
Current Quarter Target=80.0%MIL US Corp/Govl 1-5Y and 20.0%Citi 3 Mo T-Bill.
^Assets were transferred in kind to Chandler on 12/112014.Previous performance reflects PIMCO.
Callan 0mr,,e County santle,InnmisNtl ,a
Asset Class Risk and Return
The charts below show the seven year annualized risk and return for each asset class component of the Total Fund.The first
graph contrasts these values with those of the appropriate index for each asset class.The second chart contrasts them with
the risk and return of the median portfolio in each of the appropriate CAI comparative databases. In each case, the
crosshairs on the chart represent the return and risk of the Total Fund.
Seven Year Annualized Risk vs Return
Asset Classes vs Benchmark Indices
2.0%
1.8%
1.8%
4%
1.2%
1.0%
N
K
0.8%
0.6%
0.4%
0.2%
0.0%
0.0% 02% 0.4% 0.6% 0.8% 1.0% 1.2% 1.4% 1.6%
Standard Deviation
Seven Year Annualized Risk vs Return
Asset Classes vs Asset Class Median
1.8%
1.6%
1.4%
1.2%
c 1.0%
N
K 0.8%
0.6%
0.4%
0.2%
0.0%
0.0% 02% 0.4% 0.6% 0.8% 1.0% 12% 1.4% 1.8%
,.., 1,, Standard Deviation
Callan Omrr County San0ation OisNt ,]
Manager Analysis
Chandler-Long Term Operating Fund
Period Ended June 30, 2017
Investment Philosophy
Chandler Asset Management's Short Term Bond strategy is driven by quantitative models and focuses on active duration
management,sector selection and term structure.The strategy seeks to achieve consistent above-benchmark returns with
low volatility relative to the style's performance benchmark. The firm has a unique focus on high quality fixed income
management, and places risk control as a higher objective than return. Assets were transferred in kind to Chandler on
12/l/2014.Previous performance reflects PIMCO.
Quarterly Summary and Highlights Quarterly Asset Growth
• Long Term Operating Fund's portfolio posted a 0.49%return Beginning Market Value $318,418,266
for the quarter placing it in the 41 percentile of the CAI Net New Investment $12,000,000
Defensive Fixed Income group for the quarter and in the 79 Investment Gains/(Losses) $1,578,039
percentile for the last year.
• Long Term Operating Fund's portfolio underperformed the Ending Market Value $331,996,306
ML US Corp/Govt 1-5Y by 0.07% for the quarter and
outperformed the ML US Corp/Govt 1-5Y for the year by
0.16%.
Performance vs CAI Defensive Fixed Income(Gross)
(( )4.s% 25)II6(i )
4.0%
3. % ®A( )
3.0% 24)
2.5 6 2
1.0% (( 411KiM O1®AI4 791®B14 )11®B(3 )
Os% 25)®A(4 A]
0.0% Last Utr Leal Chandler Lost 3 Ym Lied 5Yrs Laid 7Ym LaN10Yrs Last20.5Yrs
Yr Inception
loth Percentile 0.]2 2.01 1.99 1]4 1.92 2.61 3.39 4.41
25U Percpn111e 055 1.11 1l1 1.51 150 t81 29] 426
Medium 046 075 1.35 1.21 1.24 is2 258 396
75th Percentile 0.36 036 L10 0.99 1.00 1.19 2.28 3.81
With Percentile 0.30 006 0,97 0.92 ow 1.07 2.06 3.68
Long Term
Operating Fund •A 0.49 0.29 1.37 1.31 ow 1.77 3.19 4.42
Blmbg Gov6Cred
t-5 Year Idx •6 056 0.11 147 1,35 in 1.68 297 423
ML US
CorylGoH 1-5( ♦ 0.55 0.13 1,51 1.37 1.37 1.76 3.00 426
CAI Defensive Fixed Income(Gross)
Relative Return vs ML US Corp/Govt 1-SY Annualized Seven Year Risk vs Return
2.0% 3.0%
15% ___ __
2.5%
p. 1.0%
E
05% -- _ E2.o%
0.0% 1.5% - •.-
ZgO
1.0%
(1.5%) 0.5%
10 2011 2012 2013 2014 2015 2016 17 00 0.5 10 1.5 20
0 Long Term Operating Fun tl
Standard Deviation
L.A,�11,..M
3 l Orange County Sanitation cornet 19
Long Term Operating Fund
Return Analysis Summary
Return Analysis
The graphs below analyze the manager's return on both a risk-adjusted and unadjusted basis.The first chart illustrates the
manager's ranking over different periods versus the appropriate style group.The second chart shows the historical quarterly
and cumulative manager returns versus the appropriate market benchmark. The last chart illustrates the manager's ranking
relative to their style using various risk-adjusted return measures.
Assets were transferred in kind to Chandler on 12M/2014. Previous performance reflects PIMCO.
Performance vs CAI Defensive Fixed Income(Gross)
20%
1s%
0% ANJM2kJAl A� 8�
S%) A )
(10%) 13116.07 M16 2015 2014 2013 2012 2011 2010 2009 2003
101h Percentile 1.39 2.82 1.17 1.50 1.20 4." 2.72 4.71 13.74 6.63
25th Pemen0le 1.13 2.17 1.02 1.27 0.81 2.On 2.30 4.01 8.60 5.64
Median 0.02 1.56 O9t 1.11 0.65 181 187 3.18 5.94 3.88
75th PemeMile 075 1.18 e75 087 040 145 185 272 2.53 (0.1]j
90Ih Percentile 0.64 1.03 0.64 073 0.29 0.92 1." 2.41 L82 (3.46
Long Term
0pem8n9 Fund *A 1,00 1.58 085 1,98 (1,77) 3.06 4.59 442 5.52 5.37
elm Gowcred
-5 Year irk •B 1.14 1.% 0.97 142 0.28 2.24 3.14 4.08 4.62 5.12
ML US
Corp/Gov115Y ♦ 1.11 1.62 1.05 151 0.32 2.47 3.10 4.17 4.88 4.65
Cumulative and Quarterly Relative Return vs ML US Corp/Govt 1-SY
6%
4% - --- --- -------- - -- ---
___ _-- --
of 0%
N
(6%)
(8%)
2007 2008 2009 2010 2011 2012 M13 2014 2015 2016 2017
10 Long Tama Operating Fund M Blmbg GovllCred 1-5 Year Idx 0 CAI Defensive Fixed Inc
Risk Adjusted Return Measures vs ML US Corp/Gout 1-SY
Rankings Against CAI Defensive Fixed Income(Gross)
Seven Years Ended June 30,2017
38
2.5
2.0
1.5 B(g0)
1.0 MIRA198)
0.5
0.0 A 1994
5
(1.0)
(1.5) Alpha Sharpe Excess Return
Res. Ratio
1 h Percentlla 1.12 2.14 0.88
25th Percentile 0.]6 1.83 0.22
Median 0.39 1.66 He
75th Percen118 0.23 1.41 0.82
OOIh Percentile 0.03 1.18 1.06
Longg Term Oyecong Fund *A 0.18 0.94 0.02
/'�,,Blmbg GovVCred 1-S Vear ltlx ■B 0.08 1.18 (a.95)
Callan OraMre county Sanitation DisNct 20
Long Term Operating Fund
Bond Characteristics Analysis Summary
Portfolio Characteristics
This graph compares the managers portfolio characteristics with the range of characteristics for the portfolios which make up
the manager's style group. This analysis illustrates whether the manager's current holdings are Consistent with other
managers employing the same style.
Fixed Income Portfolio Characteristics
Rankings Against CAI Defensive Fixed Income
as of June 30,2017
45
4.0
35
3.5 (3)♦ (12)�
2.5 9(5) •(14)
2.0 (42)
1.5 (54) 1101 6184)
1.0
0.5
0.0
(0.5) Average ERacave Coupon OA
Duration Late Yield Rate convexity
101h Pemen1le 1.99 3.07 2.33 3.fi5 O.0
250M1 Percen8le 1.90 2.20 2.02 288 005
Median 1.80 1.99 1.80 2.13 0.03
75tb Percentile i 74 1.86 1.63 1 86 000
901M1 Pemen0le 1.4] i.fi8 1.45 1.49 (0.03)
Long Tam
Operating Fund • 2.44 2.54 1.68 1.76 -
SlmbgGov/Cred 1-5 Yr ♦ 2.78 2.91 1.]] 2.21 009
Sector Allocation and Quality Ratings
The first graph compares the managers sector allocation with the average allocation across all the members of the
manager's style.The second graph compares the manager's weighted average quality rating with the range of quality ratings
for the style.
Sector Allocation Quality Ratings
June 30,2017 T vs CAI Defensive Fixed Income
Tray
US rrsy
------------ AAA
RMBS °
COry(IIKI 144A) MI 2 M+
tither AA
•(sa)
ABS
AA-
Tax-Exempt US Muni
A+
CasM1
CMOs A Weighted Average
Quality Rating
CMBS
10m Percentile AAA
25iM1 Percentile AA
Gov Relatetl Median AA
]lain Percentile AA,
Slain Percentile A+
0% 10% 20% 30% 60% 50% 60% 70% 80%
Long Term Operedng Fund CAI Defensive Fixed Inmme Long Term
Operating Fund 0 AA
/'�,, 1,, Blmbg Gw/Cred 1-5 Yr Blmbg Gav/Cred 1-5 Yr ♦ AA+
Callan Grange County Sanitation Distnd 21
Long Term Operating Fund
Portfolio Characteristics Summary
As of June 30, 2017
Portfolio Structure Comparison
The charts below compare the structure of the portfolio to that of the index from the three perspectives that have the greatest
influence on return. The first chart compares the two portfolios across sectors. The second chart Compares the duration
distribution.The last chart compares the distribution across quality ratings.
Sector Allocation
US Trsy US Trsy
29% 61%
CMBS
ABS 1%
6%
Tax-Exe'pt US Muni
%% other RMBS
12% 25%
Cash Gov Releled
1% 2%
CMOs Cory(Intl 16dA)
Cory(Ind 1WU 1% 2)%
24%
Long Term Operating Fund Blmbg Govt/Credit 1.5 Year
Weighted Average: Duration
Duration Distribution ■ Long Term ogereeng Fund: 2.44
70% ■ Blmbg GoN/Credti 1-5 Year 2.78
0
80% __________ffi2 ______ ___----------aa------
____ ______
0
______ ______
0 41.5
30% �)A----
______ ______ ______
0%
0.3 3.2
<1 1-3 35 5-7 7-10 No
Years Duration
Weighted Average: quality
Duality Distribution Long Term 0pndtng Fund M
100% ■ Blmbg GovllCredit 1-5 Year: AA+•
p80% ______ ___ ___ __ ___ ___ ___ __ ___ ___
69.2 66.0
R 60% _ LIA
___ ___ __ ___ ___ ______
40% _ ___ ___ __ ___ ___ ______ ___ ___
m zB% T.S11.a�1-B —123
4 3.2 T.8
g%
APA AA A BBB BB B CCC CC C 0 NIR
Quality Rating
Callan Charge County Sanitation Dist/d
Chandler-Liquid Operating Money
Period Ended June 30, 2017
Investment Philosophy
Assets were transferred in kind to Chandler on 12/1/2014. Previous performance reflects PIMCO.
Quarterly Summary and Highlights Quarterly Asset Growth
• Liquid Operating Money Net's portfolio posted a 0,16% Beginning Market Value $85.180,434
return for the quarter placing it in the 34 percentile of the CAI Net New Investment $39,000,000
Money Market Funds group for the quarter and in the 32
percentile for the last year. Investment Gains/(Losses) $281,045
• Liquid Operating Money Nefs portfolio underperformed the Ending Market Value $124,441,479
Citigroup 3-Month Treasury Bill by 0.02%for the quarter and
underperformed the Citigroup 3-Month Treasury Bill for the
year by 0.04%.
Performance vs CAI Money Market Funds(Net)
2. % F-el(ifi
2.0% 8)
1.5%
1.0%
0.6% 21) (32 48)®(25
z5) (M 251 (23 24) (23 21) (27 18) (22
0.0% Lsat Oa Last Chandler Last 3 Yrs Last 5Ym Last 7Ym LastlOYrs Last20.5Yrs
Yr Incewlon
10T Percentile 027 083 0.57 045 0.30 022 075 258
25M Percentile 0.18 047 0.24 0.20 0.13 0.09 0.59 2.39
Msdian 0.13 0.28 0,13 0.11 0.07 0.05 0.50 2.23
75M Peroentlle 008 008 0.04 0.03 0,02 0.02 041 2.12
90T Perwntile 001 002 0,01 0,01 0.01 0.01 034 197
Liquid Operating
Money Net • 0.18 OA2 0,26 0,21 0.12 0.11 059 2A9
Ciligmup 3-Month
Treasury Bill ♦ 0.18 OA6 om 0.20 0.15 0.13 0.51 2.33
Relative Returns vs CAI Money Market Funds(Net)
Citigroup 3-Month Treasury Bill Annualized Seven Year Risk vs Return
0.10% 5%
908% ___ __ __ __ __ __ 0% . . . :
e.-
IX
E
m
0.00% (20%)
C
(0.02%) --- - - - -- -- (25%)
(004%) (30%)
(0.06%) 10 2011 2012 2013 2014 2015 2016 17 (36%(10) 0 10 20 30 40
Callan Liquid Operaing Money Net Standard Deviation
Callan l Orercg County Sanitation Oistdct 21
Liquid Operating Money Net
Return Analysis Summary
Return Analysis
The graphs below analyze the manager's return on both a risk-adjusted and unadjusted basis.The first chart illustrates the
manager's ranking over different periods versus the appropriate style group.The second chart shows the historical quarterly
and cumulative manager returns versus the appropriate market benchmark. The last chart illustrates the manager's ranking
relative to their style using various risk-adjusted return measures.
Assets were transferred in kind to Chandler on 12M/2014. Previous performance reflects PIMCO.
Performance vs CAI Money Market Funds(Net)
3.5%
30%
2.6%
2.0%
1.5% 61
1.0%
0.5% 26 37 26 22 02 14
0.0%
(0.5%) 121WW17 M16 2015 2014 2013 2012 2011 2010 2009 2008
10lh Percentile 0.53 071 0.11 007 0.08 0.18 008 0.15 0.52 2.]]
25th PercznOle 0.33 0.28 003 002 0.02 003 002 005 0.28 2.46
Median 0.22 0.10 0.01 001 0.01 0.01 0.01 0.01 0.12 2.03
75th Pertendle 0.07 0.01 0.00 O rl 0.00 0.01 0.00 0.01 0.03 1.46
901h Perterde 0.01 cW 000 000 0.00 000 000 run oci 1.08
Liquid Operating
Money Net 01 0.27 0.32 0.07 (Orin (0.02) 0.02 0.09 0.10 OA3 2.25
Citigroup 3-MoMh
Treasury Bill ♦ 0.30 0.27 0.03 003 0.05 0.07 0.08 0.13 0.16 1.80
Cumulative and Quarterly Relative Return vs Citigroup 3-Month Treasury Bill
1.2%
1.0% - --- -- _- --- ___
0.6%
u
� 0.4%
u 0.2%
m 0.0%
d
� (0.2%)
(0.4%)
(0.6%)
2007 2008 2009 2010 2011 2012 M13 2014 2015 2016 2017
10 Liquid Operating Money Net 0CAI Money Market Funds
Risk Adjusted Return Measures vs Citigroup 3-Month Treasury BIII
Rankings Against CAI Money Market Funds(Net)
Seven Years Ended June 30,2017
5
9
(s)
Ito)
115)
(20)
(�5) /dpha SM1 rye Excess ReturnRat. Ratio
1 Dun Percendle 0.09 0.35 1.09
25th Percendle (0.03) 10.]5) 1.03
Median (0.07) 1.90 1.68
75th Percentile (0.10) (5.90) 2.02
901h Percendle (0.11) (19.30) 2.5]
/'�
Liquid Operating Money Net • M N) (0.54) (0.61)
Callan Oraroe County 6andation District 24
Callan Research/Education
CALLAN
Callan INSTITUTE 2nd Quarter 2017
Education
Research and Educational Programs
The Callan Institute provides both research to update clients on the latest industry trends and carefully structured educational programs
to enhance the knowledge of industry professionals.Visit www.callan.coMlibrary to see all of our publications,and www.callan.com/blog
to view our blog"Perspectives,"For more information contact Anna West at 415.974,5060/institute@callan.mm.
New Research from Callan's Experts
The Hedge Fund Edge: Still Sharp or Too June 2017 Monthly Periodic Table of
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Private Markets Trends, Spring 2017 1 Gary Robertson reports
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Hotel in San Francisco. management advisers with basic investment theory,terminology,
and practices. It lasts one-and-a-half days and is designed for in-
For more information about events, please contact Barb dividuals who have less than two years of experience with asset-
Gerraty:415.274.30931 gerraty@callan.com management oversight and/or support responsibilities.Tuition for
the Introductory "Callan College" session is $2,350 per person.
Tuition includes instruction, all materials, breakfast and lunch on
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meet the training and educational needs of a specific organization.
These tailored sessions range from basic to advanced and can
take place anywhera van at your office.
Learn more at www.callan.com/events/callan-college-intro or
contact Kathleen Cunnie:415.274.3029/cunnie@callan.com
Education: By the Numbers
525 Attendees(on average)of the 50+ Unique pieces of research the
Institutes annual National Conference Institute generates each year
3 500 Total attendees of the'Callan 1980 Year the Callan Institute
College since 1994 was founded
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Entrusting client education to our consultants and specialists
ensures that they have a total command of their subject
matter. This is one reason why education and research have
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t
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Callan 9 @CallanAssoc ID Callan Associates
Definitions
Risk/Reward Statistics
The risk statistics used in this report examine performance characteristics of a manager or a portfolio relative to a benchmark
(market indicator) which assumes to represent overall movements in the asset class being considered. The main unit of
analysis is the excess return, which is the portfolio return minus the return on a risk free asset (3 month T-Bill).
Alpha measures a portfolio's return in excess of the market return adjusted for disk. It is a measure of the manager's
contribution to performance with reference to security selection. A positive alpha indicates that a portfolio was positively
rewarded for the residual risk which was taken for that level of market exposure.
Beta measures the sensitivity of rates of portfolio returns to movements in the market index. A portfolio's beta measures the
expected change in return per 1% change in the return on the market. If a beta of a portfolio is 1.5,a 1 percent increase in
the return on the market will result,on average, in a 1.5 percent increase in the return on the portfolio. The converse would
also be true.
Downside Risk stems from the desire to differentiate between "good risk" (upside volatility) and "bad risk" (downside
volatility). Whereas standard deviation punishes both upside and downside volatility, downside risk measures only the
standard deviation of returns below the target. Returns above the target are assigned a deviation of zero. Both the frequency
and magnitude of underperformance affect the amount of downside risk.
Excess Return Ratio is a measure of risk adjusted relative return. This ratio captures the amount of active management
performance (value added relative to an index) per unit of active management risk (tracking error against the index.) It is
calculated by dividing the managers annualized cumulative excess return relative to the index by the standard deviation of
the individual quarterly excess returns. The Excess Return Ratio can be interpreted as the manager's active riskireward
tradeoff for diverging from the index when the index is mandated to be the"nskless"market position.
Information Ratio measures the manager's market risk-adjusted excess return per unit of residual risk relative to a
benchmark. It is computed by dividing alpha by the residual risk over a given time period. Assuming all other factors being
equal, managers with lower residual risk achieve higher values in the information ratio. Managers with higher information
ratios will add value relative to the benchmark more reliably and consistently.
R-Squared indicates the extent to which the variability of the portfolio returns are explained by market action. It can also be
thought of as measuring the diversification relative to the appropriate benchmark. An r-squared value of.75 indicates that
75% of the fluctuation in a portfolio return is explained by market action. An r-squared of 1.0 indicates that a portfolio's
returns are entirely related to the market and it is not influenced by other factors. An r-squared of zero indicates that no
relationship exists between the portfolio's return and the market.
Relative Standard Deviation is a simple measure of a managers risk(volatility)relative to a benchmark. It is calculated by
dividing the manager's standard deviation of returns by the benchmark's standard deviation of returns. A relative standard
deviation of 1.20,for example, means the manager has exhibited 20% more risk than the benchmark over that time period.
A ratio of .80 would imply 20% less risk. This ratio is especially useful when analyzing the risk of investment grade
fixed-income products where actual historical durations are not available. By using this relative risk measure over rolling
time periods one can illustrate the "implied" historical duration patterns of the portfolio versus the benchmark.
Residual Portfolio Risk is the unsystematic risk of a fund,the portion of the total risk unique to the fund(manager)itself and
not related to the overall market. This reflects the"bets"which the manager places in that particular asset market. These
bets may reflect emphasis in particular sectors, maturities (for bonds), or other issue specific factors which the manager
considers a good investment opportunity. Diversification of the portfolio will reduce or eliminate the residual risk of that
portfolio.
Callan
29
Risk/Reward Statistics
Sharpe Ratio is a commonly used measure of risk-adjusted return. It is calculated by subtracting the "risk-free" return
(usually 3 Month Treasury Bill)from the portfolio return and dividing the resulting"excess return" by the portfolio's risk level
(standard deviation).The result is a measure of return gained per unit of risk taken.
Sortino Ratio is a downside risk-adjusted measure of value-added. It measures excess return over a benchmark divided by
downside risk. The natural appeal is that it identifies value-added per unit of truly bad risk. The danger of interpretation,
however, lies in these two areas: (1)the statistical significance of the denominator,and (2) its reliance on the persistence of
skewness in return distributions.
Standard Deviation is a statistical measure of portfolio risk. It reflects the average deviation of the observations from their
sample mean. Standard deviation is used as an estimate of risk since it measures how wide the range of returns typically is.
The wider the typical range of returns,the higher the standard deviation of returns,and the higher the portfolio risk. If returns
are normally distributed (ie. has a bell shaped curve distribution) then approximately 2/3 of the returns would occur within
plus or minus one standard deviation from the sample mean.
Total Portfolio Risk is a measure of the volatility of the quarterly excess returns of an asset. Total risk is composed of two
measures of risk: market(non-diversifiable or systematic)risk and residual(diversifiable or unsystematic) risk. The purpose
of portfolio diversification is to reduce the residual disk of the portfolio.
Tracking Error is a statistical measure of a portfolio's risk relative to an index. It reflects the standard deviation of a
portfolio's individual quarterly or monthly returns from the index's returns. Typically,the lower the Tracking Error, the more
"Index-like"the portfolio.
Traynor Ratio represents the portfolio's average excess return over a specified period divided by the beta relative to its
benchmark over that same period. This measure reflects the reward over the risk-free rate relative to the systematic risk
assumed.
Note:Alpha,Total Risk,and Residual Risk are annualized.
Callan
30
Fixed Income Portfolio Characteristics
All Portfolio Characteristics are derived by first calculating the characteristics for each security, and then calculating the
market value weighted average of these values for the portfolio.
Allocation by Sector- Sector allocation is one of the tools which managers often use to add value without impacting the
duration of the portfolio. The sector weights exhibit can be used to contrast a portfolio's weights with those of the index to
identity any significant sector bets.
Average Coupon-The average coupon is the market value weighted average coupon of all securities in the portfolio. The
total portfolio coupon payments per year are divided by the total portfolio par value.
Average Moody's Rating for Total Portfolio- A measure of the credit quality as determined by the individual security
ratings. The ratings for each security, from Moody's Investor Service, are compiled into a composite rating for the whole
portfolio. Quality symbols range from Aaa+ (highest investment quality-lowest credit risk)to C (lowest investment quality-
highest credit risk).
Average Option Adjusted(Effective)Convexity-Convexity is a measure of the portfolio's exposure to interest rate risk. It
is a measure of how much the duration of the portfolio will change given a change in interest rates. Generally,securities with
negative convexities are considered to be risky in that changes in interest rates will result in disadvantageous changes in
duration. When a security's duration changes it indicates that the stream of expected future cash-flows has changed,
generally having a significant impact on the value of the security. The option adjusted convexity for each security in the
portfolio is calculated using models developed by Lehman Brothers and Salomon Brothers which determine the expected
stream of cash-flows for the security based on various interest rate scenarios. Expected cash-flows take into account any
put or call options embedded in the security, any expected sinking-fund paydowns or any expected mortgage principal
prepayments.
Average Option Adjusted(Effective)Duration- Duration is one measure of the portfolio's exposure to interest rate risk.
Generally, the higher a portfolio's duration, the more that its value will change in response to interest rate changes. The
option adjusted duration for each security in the portfolio is calculated using models developed by Lehman Brothers and
Salomon Brothers which determine the expected stream of cash-flows for the security based on various interest rate
scenarios. Expected cash-flows take into account any put or call options embedded in the security, any expected
sinking-fund paydowns or any expected mortgage principal prepayments.
Average Price-The average price is equal to the portfolio market value divided by the number of securities in the portfolio.
Portfolios with an average price above par will tend to generate more current income than those with an average price below
par.
Average Years to Expected Maturity- This is a measure of the market-value-weighted average of the years to expected
maturity across all of the securities in the portfolio. Expected years to maturity takes into account any put or call options
embedded in the security, any expected sinking-fund paydowns or any expected mortgage principal prepayments.
Average Years to Stated Maturity- The average years to stated maturity is the market value weighted average time to
stated maturity for all securities in the portfolio. This measure does not take into account imbedded options, sinking fund
paydowns,or prepayments.
Current Yield-The current yield is the current annual income generated by the total portfolio market value. It is equal to the
total portfolio coupon payments per year divided by the current total portfolio market value.
Callan
31
Fixed Income Portfolio Characteristics
Duration Dispersion- Duration dispersion is the market-value weighted standard deviation of the portfolio's individual
security durations around the total portfolio duration. The higher the dispersion, the more variable the security durations
relative to the total portfolio duration ('barbellness"), and the smaller the dispersion, the more concentrated the holdings'
durations around the overall portfolio's ('bulletnessi The purpose of this statistic is to gauge the 'bulletness' or
'barbellness'of a portfolio relative to its total duration and to that of its benchmark index.
Effective Yield-The effective yield is the actual total annualized return that would be realized if all securities in the portfolio
were held to their expected maturities. Effective yield is calculated as the internal rate of return, using the current market
value and all expected future interest and principal cash flows. This measure incorporates sinking fund paydowns,expected
mortgage principal prepayments,and the exercise of any"in-the-money"imbedded put or call options.
Weighted Average Life-The weighted average life of a security is the weighted average time to payment of all remaining
principal. It is calculated by multiplying each expected future principal payment amount by the time left to the payment. This
amount is then divided by the total amount of principal remaining. Weighted average life is commonly used as a measure of
the investment life for pass-through security types for comparison to non-pass-through securities.
Callan
32
Disclosures
Callan 1
Quarterly List as of
June 30, 2017
List of Callan's Investment Manager Clients
Confidential-For Callan Client Use Only
Callan takes its fiduciary and disclosure responsibilities to clients very seriously.We recognize that there are numerous potential confide of interest
encountered in the investrnerx consulting industry and Mat it is our responsibility to manage those conflicts effectively and in the best interest of our
chants. At Callan,we employ a robust process to Identify,manage,monitor and disclose potential conflicts on an c ing basis.
The list below is an important component of our conflicts management and disclosure process. It identities those investment managers Mat pay Callan
fees for educational,consulting,software,database or reporting products and services. We update the list quarterly because we believe that our fund
sponsor clients should know the investment managers that do business with Callan,pariculady Mesa investment manager clients that Me fund sponsor
clients may be using or considering using.Callan is committed to ensuring that we do not consider an investment managers business relationship with
Callan,or lack thereof,in performing evaluations for or making suggestions or recommendations M its other clients. Please refer to Callan's ADV Part
2A for a more detailed description of the services and products Mat Callan makes available to investment manager clients through our Institutional
Consulting Group,Independent Adviser Group and Fund Sponsor Consulting Group. Due to the complex corporate and organizational ownership
structures of many investment management firms,parent and affiliate firm relationships are not Indicated on our list.
Fund sponsor clients may request a copy of Me most currently available list at any time.Fund sponsor clients may also request specific information
regarding the fees paid to Callan by particular fund manager clients. Per company policy,information requests regarding fees are handled exclusively
by Callan's Compliance Department,
Manager Name Manager Name
1607 Capital Partners,LLC Brandywine Global Investment Management,LLC
Aberdeen Asset Management PLC Brown Brothers Hammon&Company
Acadian Asset Management LLC Brown Investment Advisory&Trust Company
AEGON USA Investment Management Gambier Investors,LLC
AEW Capital Management Capital Group
Affiliated Managers Group,Inc. Castlal Management,LLC
Alcentra Causeway Capital Management
AllianceBemstein Chariwell Investment Partners
Allianz Global Investors Chicago Equity Partners,LLC
Allianz Life Insurance Company of North America ClearBridge Investments,LLC
American Century Investments Cohen&Steers Capilal Management,Inc.
Amundl Smith Breeden LLC Columbia Management Investment Advisers,LLC
Angelo,Gordon&Co. Columbus Circle Investors
Apollo Global Management Cornerstone Capital Management
AQR Capital Management Cramer Rosenthal McGlynn,LLC
Ares Management LLC Credit Suisse Asset Management
Adel Investments,LLC Coastline Investors,Inc.
Aristotle Capital Management,LLC D.E.Shaw Investment Management,L.L.C.
Artisan Holdings Defended,Race&Zollo,Inc.
Atlanta Capital Management Co.,LLC Deutsche Asset Management
Aviva Investors Americas Diamond HIII Capital Management,Inc.
AXA Investment Managers Dimensional Fund Advisors LP
Baillie Gifford Overseas Limited Doubleline
Baird Advisors Duff&Phelps Investment Ml Co.
Bank of America Eagle Asset Management,Inc.
Baring.LLC EARNEST Partners,LLC
Baron Capital Management,Inc. Eaton Vance Management
Barrow,Hanley,Mewhinney It Stmuss,LLC Epoch Investment Partners,Inc.
Black Creek Investment Management Inc Fayez Sarofim&Company
Blackpool Federated Investors
BMO Global Asset Management Fidelity Institutional Asset Management
BNP Paribas Investment Partners Plans Capital Corporation
BNV Mellon Asset Management First Eagle Investment Management,LLC
Boston Partners First Hawaiian Bank Wealth Management Division
Boyd Watterson Asset Management,LLC Fisher Investments
Besides Investment Partners,L.P. Franklin Templeton
Callan I Knowledge.Experience.Integrity. Page 1 of 3
Manager Name Manager Name
Franklin Templeton Institutional NOMem Trust Asset Management
Fred Alger Management,Inc. Nuveen Investments,Inc.
Fuller&Thaler Asset Management,Inc. OR Global Asset Management
GAM(USA)Inc. Old Mutual Asset Management
Global Evolution USA O'Shaughnessy Asset Management,LLC
GlobeFlex Capital,L.P. Pacific Investment Management Company
GMO Peregrine Capital Management,Inc.
Goldman Sachs Asset Management PGIM
Gryphon International Investment Corporation PGIM Fixed Income
Guggenheim Investments PineBridge Investments
GW&K Investment Management Pioneer Investments
Harbor Capital Group Trust PNC Capital Advisors,LLC
Harding Lcevner LP PPM America
Hartford Funds Principal Global Investors
Hartford Investment Management Co. Private Advisors,LLC
Heitman LLC Putnam Investments,LLC
Henderson Global Investors Pzena Investment Management,LLC
Hotchkis&Wiley Capital Management,LLC OMA(Quantitative Management Associates)
HSBC Global Asset Management RBC Global Asset Management
Income Research t Management,Inc. Record Currency Management Ltd.
Insight Investment Management Limited Regions Financial Corporation
INTECH Investment Management,LLC Ridgei Capital Management,Inc.
Invesco Rockefeller&Co.,Inc.
Invested Asset Management Rothschild Asset Management,Inc.
Ivy Investments Russell Investments
Jacobs Levy Equity Management,Inc. Santander Global Facilities
Janus Capital Management,LLC Schroder Investment Management North America Inc.
Jensen Investment Management Smith,Graham&Co.Investment Advisors,L.P.
Jobs Peak Advisors Smith Group Asset Management
J.P.Morgan Asset Management South Texas Money Management,Ltd
KeyCorp Standard Life Investments Limited
Lazard Asset Management Standish
Legal&General Investment Management America State Street Global Advisors
Lincoln National Corporation Stone Harbor Investment Partners,L.P.
LMCG Investments,LLC Strategic Global Advisors
Logan Circle Partners,L.P. T.Rowe Price Associates,Inc.
Longfellow Investment Management Co. Tenth,Canida&Habacht
Longview Partners Teachers Insurance&Annuity Association of America
Loomis,Salves&Company,L.P. The Boston Company Asset Management,LLC
Lord Abbetl&Company The Hartford
Los Angeles Capital Management The London Company
LSV Asset Management The TCW Group,Inc.
MacKay Shields LLC Thompson,Siegel&Wernaley LLC
Macquarie Investment Management(formody Delaware Thornburg Investment Management,Inc.
Investments) Tri-Star Trust Bank
Man Investments Inc. UBS Asset Management
Mani Asset Management Van Eck Global
McKinley Capital Management,LLC Versus Capital Group
MFS Investment Management Victory Capital Management Inc.
MldFlmt Bank
Vo
Mondrian Investment Partners Limited Asset Management,Inc.
Voya F Fininancial
Montag 8 Caldwell,LLC Voya Investment Management(fka ING)
Morgan Stanley Investment Management Vulcan Value Partners,LLC
Mountain Lake Investment Management LLC Wasatch Advisors,Inc.
MUFG Union Bank,N.A. WCM Investment Management
Neuberger Berman WEDGE Capital Management
New York Life Investment Management LLC Wedgewood Partners,Inc.
Neatest Asset Management LLC Wellington Management Company,LLP
Newton Investment Management d a New en Capital Mgmt) Wells Capital Management
Nikko Asset Management Co.,Ltd. Western Asset Management Company
Callan I Knowledge.Experience.Integrity. Page 2 of 3 June 30,2017
Manager Name Manager Name
William Blair&Company W storri Asset Management
Callan I Knowledge.Experience.Integrity. Page 3 of 3 June 30,2017
Investment Report
Orange County Sanitation District
Period Ending
June 30, 2017
Diego,6225 Lusk Blvd San 0
c111JI Table of Contents
SECTION 1 Economic Update
SECTION 2 Account Profile
SECTION 3 Consolidated Information
SECTION 4 Portfolio Holdings
SECTION 5 Transactions
Coil
SECTION 1
Economic Update
Economic Update
■ The Federal Open Market Committee(FOMC) raised the fed funds target rate by 25 basis points to a range of 1.00%-
1.25%at the June 13-14 meeting. However,the FOMC statement indicated that the stance of monetary policy remains
accommodative. The FOMC also noted that economic activity has been rising moderately and job gains have been
solid, but inflation has recently declined. Nevertheless, the FOMC expects inflation to stabilize around 2.0% over the
medium term. The Committee expects to begin trimming the Fed's balance sheet later this year. The Fed's updated
Summary of Economic Projections reflects downward revisions to the Fed's median unemployment rate projections
for this year and future years, as well as a downward revision to the Fed's median 2017 inflation forecast. The updated
projections suggest that the Fed anticipates the labor market to tighten further over the coming years without much
impact on inflation. The Fed still expects the fed funds rate to reach 1.4% by the end of this year (which implies one
more rate hike before year-end)and 3.0%over the longer-run.
■ Domestic economic data remains indicative of slow growth. The economy is likely at or near full employment,
consumer confidence is strong, manufacturing indicators are indicative of modest expansion, and housing trends
remain favorable. Looking ahead, a potential boost in fiscal stimulus could provide a further tailwind to economic
growth. GDP grew by 1.4% in the first quarter, following growth of 2.1% in the fourth quarter. We expect modest
economic growth of about 2.0%-2.5%for the full year 2017.
■ Treasury yields increased modestly in June, led by the 5-year note. The 2-year and 10-year Treasury yields both
increased by ten basis points month-over-month, while the 5-year Treasury yield increased 14 basis points. The move
higher in domestic yields occurred late in the month, coinciding with hawkish comments from ECB President Draghi.
His comments also provided a catalyst for sovereign yields in Germany and Japan to move higher. On a year-over-
year basis, Treasury yields have increased meaningfully,with the 2-year Treasury yield up 80 basis points and the 10-
year Treasury yield up 83 basis points. The Federal Reserve has raised the fed funds target rate by 25 basis points
three times in the past year.
Cilil Employment
Nonfarm Payroll (000's) Unemployment Rate
350 13.0%
300 12.0% —Underemployment Rab(U6)
11 0°/ �Unempbymenl Rate(U3)
250
10.0%
200 u 9.0%
c
8.0%
L 150
U
i7.0%
0 100
6.0%
50
5.0%
0 y 4.0%
"�'n,]S S0a]S �°c]S ya•�G `�'n.]s `kL�C �0c]@ ya.>> �'o,>> �'o,�S ]S O0a]S y�•]E ���8 7E 7E y�•]> ]>
Scurtn:US Oepartmenf o/La6w Sw2e:US CepaNnenf MLaGoi
Job growth was stronger than expected in June but wages remained lackluster. Nonfarm payrolls increased by 222,000 versus the
consensus forecast of 178,000. In addition, April and May payrolls were revised up by 47,000 in total. The average increase in monthly
payrolls was 194,000 during the second quarter, up from 166,000 per month during the first quarter. The unemployment rate ticked up
to 4.4% in June from 4.3% in May, but the labor participation rate also edged up to 62.8% from 62.7%. A broader measure of
unemployment called the U-6, which includes those who are marginally attached to the labor force and employed part time for
economic reasons, increased to 8.6% in June from 8.4% in May, however this compares to 9.6% in June 2016. Wage growth rose just
0.2% in June, following a downwardly revised gain of 0.1% in Ivfay. On a year-over-year basis, wages were up 2.5% in June, versus
2.4% in May.
0111 Inflation
Consumer Price Index (CPI) Personal Consumption Expenditures
3.5% 3.5% (PCE)
_CPI YOY%Chen,. _PCE Poce MllN YOY%Chan
�Ca CPI YOY%Change 3.0% le
PCE Core Rlletor YOY%CSe le
2.5% 2.5%
u $
c 2.0% `m Z0%
L
X1.5% 1.5%
1.0% Ne
01.0%
> >
0.5% 0.5%
0.0% 0.0%
0s% -as%
%76 0�76 "'91,76 l.76 7e %7& 1k, 1&n,7j yay 7S llt�e ryU/<16 �1& �alc1e 1S ry0/a10 ��J yaX1!
source:US OepaN nt ollab source:US Department of LaO r
The Consumer Price Index (CPI)was up 1.6% year-over-year in June, versus up 1.9% year-over-year in May. Core CPI(CPI less food
and energy) was up just 1.7% year-over-year in June. The Personal Consumption Expenditures (PCE) index was up 1.4% year-over-
year in May, versus up 1.7% year-over-year in April. Core PCE (excluding food and energy) was also up just 1.4% year-over-year in
May, versus up 1.5% year-over-year in April. Core CPI is has fallen back below the Fed's 2.0% target, and the Fed's primary inflation
gauge(PCE)also remains below the target.
CIR I Consumer
Retail Sales YOY % Change Consumer Confidence
6.0% 100
5.0% 125
120
m 4.0% 115
i
u > 710
3.0
� u 105
O v
� 2.0% 100
.
1.0%
90
0.0% p. ,C 65
`Eays 'S 2�S ;1s >s ^n.76 70 7j q'a>) '9.7& >S�Bc7,, >s y@ .swat e4'f16�ac;7&45,744;
Source:US CePert I of Cor . Souce:F a'W Reserve
On a year-over-year basis, total retail sales were up 2.8% in June compared with a 4.1% increase in May. On a month-over-month
basis, retail sales declined 0.2% in June, below expectations for a 0.1% increase, following a 0.1% decrease in May. Excluding autos
and gas, retail sales were down 0.1% in June. Overall, consumer spending trends remain soft. However, the consumer confidence
index remained strong in June at 118.9 versus 117.6 in May.
GRI Economic Activity
Leading Economic Indicators (LEI) Chicago Fed National Activity Index
0.7% oso (CFNAI)
0.6%
0.5% 0.40
d 0.4% v
0.3% IF 0.20
u 0.2% >
a
o.i% � 0.00
c
0.0% f -ago
-at%
-a2% Y -a4o
-aa% #V —
-0.4% q -a80 y
,7y -'y�a7S N6k7s �6476 4.y70 1,!g-'s NOy7s F6477 4$A7� h7s '%tb7s 7e kb,7s %,76 '%76 4'6k76 ��i ' `»
Source:%he COM Mre Bo M Source Fe eml Reserve Bank or Chicago
The Index of Leading Economic Indicators (LEI) rose 0.3%in May, in line with expectations, following a 0.2%increase in April. According
to the Conference Board, the LEI suggests economic growth will remain on, or possibly moderately above, its long-term trend of about
2% growth through year-end. However, the Chicago Fed National Activity Index (CFNAI) declined to 0.04 in May on a 3-month moving
average basis from 0.21 in April. The index declined meaningfully in May,which weighed on the three month moving average.
CIRI Housing
Housing Starts S&P/CaseShiller20 City Composite Home
1600 6.5% Price Index
" •MulO Famlly Houtly Sfatls
Y 1400
•SlnBle Famlly Wu®ng5lar@ 6.0%
`0 1200
1000
orn 5.5%
5
0
F 800 ti 5.0%
T
600 4.5%
� O
c 400
U 4.0%
C 200
f
p 3.5%
g1a
7s �s �s �s �s �s �s �> » s s s s
Souse:US Census Bureau Soumm S&P
Total housing starts fell 5.5% in May, following a 2.8% decrease in April, missing expectations. Single-family starts declined 3.9% in
May, and multi-family starts fell 9.7%. Permits were also weaker than expected in May, down 4.9%. According to the Case-Shiller 20-
City home price index, home prices were up 5.7%year-over-year in April, versus up 5.9%year-over-year in March.
C1111 Manufacturing
Institute of Supply Management Purchasing Capacity Utilization
Manager Index 80.0%
so
Expanding
58 79.0%
56 78.0%
54 X
77.0%
sz 8
so 6.0%
48 75.0%
Contracting
46 74.0% o S
lik 'S Oda'S "1,76 4k76 11.47@ 6.176 44,7' J.�j lkIS 7S RlIS
4101,7s 7s l76 OPC.6 �,1•»
Source:Inandute for Supply Management Source:Fetleral Reserve
The Institute for Supply Management (ISM) manufacturing index increased to 57.8 in June from 54.9 in May, suggesting that
manufacturing activity is accelerating. The report was stronger than expected. Notably, a reading above 50.0 suggests the
manufacturing sector is expanding. However, capacity utilization, which is production divided by capacity, increased to 76.6% in June
from a downwardly-revised 76.4% in May. The capacity utilization rate remains below the long-run average of 79.9% (1972-2016),
suggesting there is still excess capacity in the industrial sector.
�jjjj Gross Domestic Product (GDP)
Gross Domestic Product(GDP)
6.0%
Personal consumption Expenditures 2.9% 2.0% 2.4% 0.8% 5.0%
Gross Private Domestic investment -1.3% 0.5% 1.5% 0.6% 4.0%
3.0%
Net Exports and Imports 0.2% 0.9% -1.8% 0.2% 2.0%
1.0%
Federal Government Expenditures 0.0% 0.2% -0.1% -0.1%
0.0%
State and Loral(Consumption and Gross _t 0% r_GDP DOD%Change
Investment) -0.3% 00% 0.1% 0.0% -GDP YOY%Change
-20%
Total 1.4% 3.5% 2.1% 1.4 b,1 ,fib,� v0`Yi 0�d,Qsoq ,S%s4'., Y 44,
Source: US Department of Commerce Soule: US Depan~t of Commece
First quarter GDP growth was revised up to 1.4°% from the second estimate of 1.2% and the advance estimate of 0.7%. The most
recent upward revision was driven by an increase in consumer spending and net exports. Economic growth is believed to have
improved in the second quarter to a pace of about 3.0%. The consensus forecast currently calls for GDP growth of about 2.4°% in the
third quarter.
ii�
G111 Bond Yields
US Treasury Note Yields US Treasury Yield Curve
3.5% 3.5%
2-Yeer —J-17
3.0% �&Year 3.0% Mar-n
10-Yeer Jun-16
2.5% 2.5%
X 2.0% 92.0%
5= 1.5% 1.5°0
1.0% 1.0%
0.5% 0.5%
0.0%
aC 1S Q �S ��B ��B �+A�B O��B Qfa��� ✓`��� ��b,�O 2� S,p 10� ��
Source:B .be `�a �C Soule:Blmm6elg
Over the past three months the yield curve flattened. The spread between 2-year and 10-year Treasury yields narrowed to 92 basis
points as of June 30, compared to 114 basis points on IVlarch 31. In the three months ending in June, the 2-year Treasury yield
increased nearly 13 basis points while the 10-year Treasury yield decreased eight basis points. Immediately following the US
Presidential election last fall, the Treasury yield curve steepened meaningfully, driven by heightened expectations for fiscal stimulus and
economic growth under the Trump administration. However, as the post-election exuberance started to wane earlier this year, the yield
curve flattened. Since the election, the 2-year Treasury yield is up about 60 basis points and the 10-year Treasury yield is up about 50
basis points.
Ilia
C11%
SECTION 2
Account Profile
011 Objectives
Investment Objectives
The investment objectives of the Orange County Sanitation District are first, to provide safety of principal to
ensure the preservation of capital in the overall portfolio; second, to provide sufficient liquidity to meet all
operating requirements; and third, to earn a commensurate rate of return consistent with the constraints
imposed by the safety and liquidity objectives.
Chandler Asset Management Performance Objective
Liquid Operating Monies—will be compared to the 3-month T-Bill rate and operate with a maximum maturity
of one year.
Long-Term Operating Monies—will be compared to the Bank of America Merrill Lynch 1-5 Year Corporate
Government Rated AAA—A Index.
Strategy
In order to achieve these objectives, the portfolio invests in high quality fixed income securities consistent
with the investment policy and California Government Code.
C1111 Compliance
CA Orange County Sanitation District Long Term
June 30,2017
COMPLIANCE •
Assets managed by ChandlerAsset Management are in full compliance Wit,State lawand aith the investmentpolicy
Category Standard Comment
Treasury Issues 5 years maximum maturity Complies"
Supmnational "AA"or better by l of 3 NRSROs; 30%maximum; 5%max issuer; 5years maturity, Complies
Includes only: IADB IBIRD,and IFC per CGC
U.S.Agencies 20%max issuer, 5 years maximum maturity Complies
U.S.Corporate(MTNs) "A"or better long term rating by 1 of 3 NRSROs; 30%maximum;5%max issuer; 5 Complies
years max maturity
Municipal Securities "A"or higher by 1 of 3 NRSROS;10%maximum; 5%max issuer; 5years maximum Complies
maturity
Asset Backed/CMOs/Mortgage- "AA"or better by 1 of 3 NRSROs; "A"or higher issuer rating by 1 of 3 NRSROs; 20% Complies*
backed maximum; 5%max issuer(excluding MBS/ ovtagency);5 ars max maturity
Negotiable CDs "A"or better on its longterm debt by l of 3 NRSROs; "At/P1"or highest short term Complies
ratings by l of 3 NRSROs; 30%maximum;5%max issuer, 5years max maturity
CDs/TDS 5%max issuer; 5years max maturity Complies
Bankers Acceptances A-1,or equivalent highest short term ratng by l of 3 NRSROS; 40%maximum; 5% Complies
max issuer,180 days max maturity
Commercial Paper A-1,or equivalent by 1 of NRSROS: "A"or better by l of 3 NRSROs,if long term Complies
debt issued; 25%maximum; 5%max issuer 270 days max maturity
Mutual Fund B Money Market Highest rating by 2 NRSROs; 20%maximum; 10%max per mutual fund; 20%max Complies
Mutual Fund per money market mutual fund
Repurchase Agreements 102%collateralimtion Complies
Reverse Repurchase A reements 5%maximum 90 da max matun Complies
LAIF Not used by irrvestrnen adviser Complies
Avg Duration Not to exceed 60 months - (80%to 120%of the benchmark) Complies
Maximum Maturity 15 years maximum maturity Complies'
'The po tho has twenty-three(23)securities with maturities greater than 5 years including one(1)ABS,bur(4)CMOs,setefteen(17)MBS and one(1)treasury.
All securities were inherited mom the pramous manager arM complied at time of pumhese.
C1111 Portfolio Characteristics
Orange County Sanitation District Long Term
6/30/2017 3/31/2017
Benchmark` Portfolio Portfolio
Average Maturity(yrs) 2.74 2.79 2.80
Modified Duration 2.62 2.44 2.43
Average Purchase Yield n/a 1.68% 1.62%
Average Market Yield 1.67% 1.60% 1.55%
Average Quality" AAA AA/Aa2 AA/Aa1
ContributionslWithdrawals 12,077,106
Total Market Value 331,805,369 318,223,280
`BAML 1-5 Yr US Corporate/Govt Rated AAA-A Index
'"Benchmark is a blended rating of S&P, Moody's,and Fitch.Portfolio is S&P and Moody's respectively.
Multiple securities were purchased across the Treasury,Agency, Supranational and Corporate sectors of the market to
keep the portfolio structure in-line with Chandler targets. The purchased securities ranged in maturity from May 2020 to
May 2022. One security was sold and four matured, in addition to a $12 million dollar contribution during the reporting
period,to help facilitate the new holdings in the portfolio.
Sector Distribution
Orange County Sanitation District Long Term
June 30, 2017 March 31, 2017
ABS ASS
US Treasury 6.1 7.4
29 2% US Treasury
29.8%
Agency
25.1% Agency
24.6%
CMO
0.8% CM
0.9%
Commercial Commercial
Paper Paper
3.8% Money Market 40%
US Corporate Money Market US Corporate Fund FI
24.0% Fund FI 23.0% 0.9%
Supranational Municipal Mortgage p,g% Municipal Mortgage
8.2% Bonds Pass Thru Supranational goods Pass Thru
1.4% 0.6% 7.5% 1.5% 0.6%
The sector allocation was relatively stable during the quarter.
GR I Issuers
Orange County Sanitation District Long Term—Account#10268 As of 6/30/2017
Issue Name Investment Type % Portfolio
Government of United Stales US Treasury 29.16%
Federal National Mortgage Association Agency 10.67%
Federal Home Loan Bank Agency 7.67%
Federal Home Loan Mortgage Corp Agency 6.78%
Inter-American Dev Bank Supanational 4.41%
Intl Bank Recen and Development Supanational 3.02%
John Deere ASS ASS 2.09%
Bank of Tokyo-Mit UFJ Commercial Paper 1.91%
Toyota Motor Corp Commercial Paper 1.90%
Occidental Petroleum Corporation US Corporate 1.63%
JP Morgan Chase&Co US Corporate 1.62%
Wells Fargo Corp US Corporate 1.55%
General Electric Cc US Corporate 1.54%
Deere&Company US Corporate 1.53%
Qualcomm Inc US Corporate 1.53%
Bank of New York US Corporate 1.42%
ChevronTexaco Corp US Corporate 1.36%
Honda ABS ASS 1.30%
HSBC USA Corp US Corporate 1.29%
Berkshire Hathaway US Corporate 1.25%
JP Morgan ABS ABS 1.25%
Honda Motor Corporation US Corporate 1.23%
Apple Inc US Corporate 1.22%
Eli Lilly&Cc US Corporate 1.22%
Bank of America Corp US Corporate 1.17%
Morgan Stanley US Corporate 0.96%
American Express Credit US Corporate 0.92%
Exxon Mobil Corp US Corporate 0.92%
Nissan ABS ABS 0.91%
Microsoft US Corporate 0.90%
GR I Issuers
Orange County Sanitation District Long Term—Account#10268 As of 6/30/2017
Issue Name Investment Type % Portfolio
Dreyfus Treasury Money Market Fund Money Markel Fund FI 0.88%
Port Authority of New York and New Jersey Municipal Bonds 0.80%
International Finance Corp Supranational 0.73%
Federal Home Loan Mortgage Corp CIO 0.62%
Intel Corp US Corporate 0.60%
Toyota ABS ABS 0.47%
Federal National Mortgage Association Mortgage Pass Thou 0.47%
New York City Transitional Finance Authority Municipal Bonds 0.45%
Goldman Sachs Inc. US Corporate 0.19%
University of California Municipal Bonds 0.13%
NCUA Guaranteed Notes CMO 0.10%
Federal National Mortgage Association CMO 0.09%
GNMA Mortgage Pass Thou 0.07%
AMRESCO Residental Securities Corp Mortgage Pass Thou 0.04%
Small Business Administration ABS 0.02%
SUM Corp ABS 0.01%
GNMA CMO 0.01%
Federal Home Loan Mortgage Corp Mortgage Pass Thou 0.00%
Total 100.00%
Quality Distribution
Orange County Sanitation District Long Term
June 30, 2017 vs. March 31, 2017
70.00%
60.00%
50.00%
40.00%
30.00% —
20.00%
10.00%
0.00%
AAA AA A <A NR
.W30/2017 •3/31/2017
AAA AA A <A NR
O6/30/17 11.8% 66.0% 11.4% 3.2% 7.6%
03/31/17 13.3% 65.5% 10.9% 3.4% 6.8%
Soume:S&P FZWngs
Jjjjj Duration Distribution
Orange County Sanitation District Long Term
Portfolio Compared to the Benchmark as of June 30, 2017
35.00%
30.00%
25.00%
20.00%
15.00%
10.00%
5.00%
0.00%
0.0.25 0.25-0.50 0.50-1 1.2 2.3 3-4 4.5 5+
•flange County Sanitation District Long Tenn •BAML 1-5 Vr US Comorate/Gout Rated AAA-A Index
0-0.25 0.25-0.50 0.50-1 1 -2 2-3 3-4 4-5 5+
Portfolio 9.6% 4.7% 13.6% 11.0% 23.4% 17.6% 16.9% 3.2%
Benchmark* 0.1% 0.0% 1.3% 30.8% 29.2% 23.0% 15.5% 0.0%
'BAML 1-5 Vr US Corporate/Gout Rated
AAA-A Index
The duration of the portfolio was close to unchanged,currently 2.44 compared to 2.43 at the end of the prior reporting period.
Inflation metrics remain underwhelming, and the Chandler team anticipates keeping the duration close to the benchmark as
we continue to hold the view the Federal Reserve's forecast for a 3.0%terminal fed funds rate is too optimistic.
KI Investment Performance
MEN
Orange County Sanitation District Long Term
Period Ending
June 30,2017
Total Rate of Return
Annualized Since Inception
November 30,2014
1.40%
1.20%
1.00%
0.80%
0.60%
040%
0.20%
0.00%
-0.20%
n 40-1
12 months 2 years 3 years 5 years 10 years Since Inception
•Orange County Sanitation District Long Term
Annualized
3 months 12 months 2 years 3 years 5 years 10 years Since
IOcephOn
Orange County Sanitation District long Term 0,46% 0,19% 1,33% N/A N/A N/A 1.19%
BAML 1-5 Yr US Corporate/Gout Rated AAA-A Index 0.48% .0.17% 1.19% N/A N/A N/A 1.16%
Total rate of return:A measure of a portfolio's performance over time. It is the Internal rate of return,which equates the beginning value of the portfolio with the ending value; It Includes
interest eamings,realized and unrealized gains and losses in the portfolio.
C1111 Compliance
C/" Orange County Sanitation District Liquid
June 30,2017
COMPLIANCE •
Assets managed by ChandlerAsset Management are in full compliance Wth State lawand Wth the investment policy
Category Standard Comment
Treasury Issues 1 year maximum maturity; Minimum allocation of 10% Complies
Supranational "AA"or better by 1 of 3 NRSROs; 30%maximum; 5%max issuer; 1 year maturity, Complies
Includes only, WDB IBRD and IFC per CGC
U.S.Agencies 20%max issuer; 1 year maximum maturity Complies
U.S.Corporate(MTNs) "A"or better long tens rating by 1 of 3 NRSROs;30%maximum;5%max issuer; 1 Complies
year max maturity
Asset Backed/CMOs "AA"or better by 1 of 3 NRSROs; "A"or higher issuer rating by 1 of 3 NRSROs; Complies
20%maximum; 5%max issuer 1 year max maturity
Negotiable CDs "A"or better on its long term debt by 1 of 3 NRSROs; "A1/P1"or highest short term Complies
rafings by 1 of 3 NRSROs: 30%maximum 5%max issuer 1 year max maturity
CDs/TDS 5%max issuer; 1 year max maturity Complies
Banker's Acceptances A-1,or equivalent short term rating by l of 3 NRSROS;40%maximum;5%max Complies
issuer 180 days max maturity,
Commercial Paper A-1,or equivalent by 1 of 3 NRSROS;"A"or better by 1 of 3 NRSROs,if long term Complies
debt issued; 25%maximum;5%max issuer 270 days max maturity
Mutual Fund& Money Market Mutual Fund Highest rating by 2 NRSROs; 20%maximum; 10%max per mutual Turd; 20%max Complies
per money market mutual fund
Repurchase A reements 102%collateralization lComliesReverse Re urchaseA reements 5%maximum 90 da max maturi sLAIF Not usedb investment adviser sProhibited Munici al Securities sProhibited Mo a eSecurifies sA Duration Nottoexceed 180 da ; Max duration of 1/2 ar sMaximum Maturi 1 ar maximum maturi s
C1111 Portfolio Characteristics
Orange County Sanitation District Liquid
6/30/2017 3/31/2017
Benchmark` Portfolio Portfolio
Average Maturity(yrs) 0.15 0.14 0.16
Modified Duration 0.15 0.14 0.16
Average Purchase Yield n/a 0.93% 0.69%
Average Market Yield 0.89% 0.96% 0.73%
Average Quality" AAA AAA/Aaa AAA/Aaa
ContributionslWithdrawals 39,000,000
Total Market Value 124,436,078 85,177,162
`BAML 3-Month US Treasury Bill Index
'"Benchmark is a blended rating of S&P, Moody's,and Fitch.Portfolio is S&P and Moody's respectively.
Many securities were purchased across the Treasury,Agency, Certificate of Deposit, Commercial Paper, and Corporate
sectors of the market to keep the portfolio as fully invested as possible. One security was called, many matured, in
addition to a positive inflow early in the quarter,offset by an outflow late in the quarter.
Sector Distribution
Orange County Sanitation District Liquid
June 30, 2017 March 31, 2017
US Treasury
28.5% kNegotiable
gency
US Treasury 1.2%
46.9%
US Corporate
8.5%
Agency Commercial
Supranational 54.0% Paper
0.9% 3.2
Negotiable Market
CD nd FI
4
1.6% 4%
Money Market Commercial US Corporate
Fund FI Paper 10.4% Supranational CD
2.3% 4.1% 2.6% 1.4%
The sector allocation changed materially with the large cash flows experienced during the quarter. The two largest
changes were the 22.8% increase in the Agency allocation, to 54.0%of the portfolio, partially offset by the 18.4%
decline in the Treasury allocation, to 28.5%of the portfolio.
GR I Issuers
Orange County Sanitation District Liquid-Account#10282 As of 6/30/2017
Issue Name Investment Type % Portfolio
Government of United Stales US Treasury 28.50%
Federal National Mortgage Association Agency 20.09%
Federal Home Loan Bank Agency 19.92%
Federal Home Loan Mortgage Corp Agency 14.01%
Bank of Tokyo-Mit UFJ Commercial Paper 2.57%
Dreyfus Treasury Money Market Fund Money Market Fund FI 2.34%
Toyota Motor Corp Commercial Paper 1.53%
Intl Bank Recon and Development Supranational 0.94%
JP Morgan Chase&Co US Corporate 0.84%
Johnson&Johnson US Corporate 0.82%
General Electric Cc US Corporate 0.82%
Toronto Dominion Holdings Negotiable CD 0.81%
HSBC USA Corp US Corporate 0.81%
Honda Motor Corporation US Corporate 0.81%
Charles Schwab Corp/The US Corporate 0.81%
United Parcel Service US Corporate 0.81%
Oracle Corp US Corporate 0.81%
Svenska Handelsbanken NY Negotiable CD 0.81%
ChevmnTezace Corp US Corporate 0.81%
Bank of New York US Corporate 0.70%
Deere&Company US Corporate 0.44%
Total 100.00%
Quality Distribution
Orange County Sanitation District Liquid
June 30, 2017 vs. March 31, 2017
90.00%
80.00
70.00%
60.00
50.00%
40.00
30.00
20.00%
10.00%
0.00%
AAA AA A <A NR
•8/30/2017 •3/31/2017
AAA AA A c4 NR
O6/30/17 68.9% 25.9% 5.2% 0.0% 0.0%
03/31/17 79.9% 15.7% 4.4% 0.0% 0.0%
Soume:S&P FZWngs
Jjjjj Duration Distribution
Orange County Sanitation District Liquid
Portfolio Compared to the Benchmark as of June 30, 2017
120.00%
100.00%
30.00%
s0.M%
40.N%
20.00%
111%
0-0.25 0.25-0.50 0.50.1 1 .1.5 1.5.2 2.2.5 2.5.3 3+
•Orange County Sanitation District Liquid •BAML 3-Month US Treasury Bill Index
0-0.25 0.25-0.50 0.50-1 1 -1.5 1.5-2 2-2.5 2.5-3 3+
Portfolio 85.4% 10.2% 4.4% 0.0% 0.0% 0.0% 0.0% 0.0%
Benchmark* 100.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
'BAML 3-Month US Treasury Bill Index
The duration of the portfolio was close to unchanged.
KI Investment Performance
Orange County Sanitation District Liquid
Period Ending
June 30,2017
Total Rate of Return
Annualized Since Inception
November 30,2014
0.60%
0.50%
0.40%
0.30%
0,20%
0.10%
0.00%
12 months 2yeare 3years 5Were 10 years Since Inception
•Orange County Sanitation District Liquid •BAML 3-Month US Treasury Bill Index
Annualized
3 months 12 months 2 years 3 years 5 years 10 years Since
IOcaphOn
Orange County Sanitation District Liquid 0,20% 0,57% 0,47% N/A N/A N/A 0.41%
BAML 3-Month US Treasury Bill Index 0.20% 0.49% 0.34% N/A N/A N/A 0.27%
Total rate of return:A measure of a portfolio's performance over time. It is the Internal rate of return,which equates the beginning value of the portfolio with the ending value; It Includes
interest eamings,realized and unrealized gains and losses in the portfolio.
C1111 Compliance
CR OCSD Lehman Exposure
June 30,2017
COMPLIANCE •
Assets managed by Chandler Asset Management are in full compliance wth State lawand with the investmentpolicy
Category Standard
Treasury Issues 5 years maximum mat7nty Com lies
Supranational "AA"or better by 1 of 3 NRSROs; 30%maximum; 5%max; 5 years maturity, Complies
Includes only. ADS, IBRD,and IFC per CGC
U.S.A encies 20%max issuer 5 years maximum maturity Complies
U.S.Corporate(MTNs) "A"or better long tens rating by 1 of 3 NRSROs; 30%maxmtm;5%max Complies'
issuer, 5 ars max maturity
Municipal Securities "A"or higher by 1 of 3 NRSROS; 10%maximum; 5%max issuer; 5 years Complies
maximum maturity
Asset Backed/CMOs/ "AA"or better by 1 of 3 NRSROs; "A"or higher issuer rating by 1 of 3 Complies
Mortgage-backed NRSROs; 20%maximum; 5%max issuer(excluding MBS/gout agency); 5
years max maturity
Negotiable CDs "A"or better on its lore term debt by 1 of 3 NRSROs ; "A1/P1"or highest Complies
short term ratings by 1 of 3 NRSROs; 30%maximum;5%max issuer, 5 years
maxmatunty
CDs/TDS 5%max issuer 5 years max maturity Complies
Bankers Acceptances A-1,or equivalent highest short term rating by 1 of 3 NRSROS; 40% Complies
maximum; 5%max issuer, 180 days max maturity
Commercial Paper A-1,or equivalent by 1 of 3 NRSROS; "A"or better by 1 of 3 NRSROs, if long Complies
term debt issued; 25%maximum; 5%max issuer 270 days max maturity
Money Market Fund Highest rating by 2of3 NRSROs; 20%maximum; 10%max issuer Complies
Re umhaseAgreements 102%collateralization Complies
Reverse Repurchase 5%maximum,90 days max maturity Complies
Agreements
LAIF Not used by investment adviser Com as
A Duration Not to exceed 60 months - 80%to 120%of the benchmark Complies
Maximum ration
5 years maximum maturity Complies
"Account holds$2 million face value(cusip 525ESMY6)and$600,000 face value(cusip 525ESC1 B])of defaulted Lehman Bms Holdings that were
purchased by the hnnious manager. Complietl at time of purchase.
C1111 Portfolio Characteristics
OCSD Lehman Exposure
6/30/2017 3/31/2017
Portfolio Portfolio
Average Maturity(yrs) 21.35 21.50
Modified Duration 0.00 0.00
Average Purchase Yield 0.00% 0.00%
Average Market Yield 0.00% 0.00%
Average Quality NR/NR NR/NR
ContributionsfWithdrawals -34,109
Total Market Value 190,371 187,121
GIR
SECTION 3
Consolidated Information
C1111 Portfolio Characteristics
Orange County Sanitation District Consolidated
6/30/2017 3/31/2017
Portfolio Portfolio
Average Maturity(yrs) 2.07 2.25
Modified Duration 1.81 1.95
Average Purchase Yield 1.47% 1.42%
Average Market Yield 1.43% 1.37%
Average Quality AA+/Aal AA+/Aal
Contri butions/W ilhdrawals
Total Market Value 456,431,818 403,587,563
Sector Distribution
Orange County Sanitation District Consolidated
June 30, 2017 March 31, 2017
ABS ABS
US Treasury 4.4% 5.8%
29.0% US Treasury
33.4%
Agency
Agency 26.0%
33.0%
CMO
o8°0 0.7% Commercial
US Corporate Commercial Paper
19.8% Paper US Corporate 3.8%
Supra national Money Market 3.9% 20.3% Money Market
6 2% Fund FI Sup
Fund FI
Negotiable Mortgage 1.3% 6.5% Negotiable Munici a Mortgage
CD Municipal Pass Thru CD p Pass Thm 1.6
0.4% Bonds Bonds
10% 0.4% 0.3% 12% 0.5%
GIR
SECTION 4
Portfolio Holdings
CA I Holdings Report
Orange County Sanitation District Long Term -Account#10268 For the Month Ending 6/30/2017
Puncture Data Coal Vid.. Miad Price Market Value %of Pod, Moody/S&P Materity
CUSIP Security Description Par ValuentUnift Book Yi in Book Value Mki Accrued Ind. Gaindi-ce. Pitch Duration
Ass
43014GAC4 Hmtla Aulo Receivables 2014-2 A3 30,381.56 04/08/2015 30,360.20 99.97 30,372.39 001% Aaa I AAA 072
0770% Due O3/19/2018 0.83% W.Ul56 153% 845 19.17) NR 0.03
43814NAB1 Nuance Auto Receivables 2016-1 A2 598,200.81 02/16/2016 590,141.05 99.96 597,967]6 0.18% NR IAAA 0.97
1010% Due OW1812018 102% 5911,17589 1.a% 21818 (2013). AAA 0,11
477177AD6 Jahn Deere Owner Tmct 2014-B A3 759,777.67 O2 2015 7W,133.81 99.90 759,039.29 0.23% AaaI NR 1m
1.070% Duell/15)2018 1.05% 759.825.98 1,52% 361.32 (78770) AAA 022
89236WAC2 ToyMa Auto Receivables Owner 201 SA 1,563,1154.43 0=4O015 1,563,418.01 99.90 1,562,085.82 0.47% Aaa/AAA i(Kl
1.120% Due O&15O019 1.13% 1.563,604.25 143% 778.35 (1.51863) NR ("M
4Pici John Deere Owner Tend 2016-B A2 2,W,408.52 07I19Y1016 2,W,265.20 99.91 2,147,277,40 0]1% Aaa/NR 163
1.090% Due0211512019 1.10% 2.349.317.27 1.39% 1,138,18 (2.03987) AAA 031
65478WAB1 Nissan AUW Receivables Amer 2016-C A2A 1.663,973.75 OWN2016 1.663,908.19 99.87 1,66185955 0.50% Aaa/NR 1.87
1.070% Due0511512018 1.08% 1.6W,929.33 1,40% 791.31 (2.06978) AAA 0.39
43814TAB8 Honda A.A.Receivables 2017-1 A2 1,805,0(10.00 0W2112017 1,804,954.95 99.99 1,884,80962 0.57% And I NR 2.06
1.420% Due0712212019 1.43% 1.8m.960.01 144% 743.53 0SO 39) AAA 067
161571HHD Chase CHAIT Poo1#2016-A7 4.140.00000 091062016 4.139,613.13 9993 4a37,27994 125% A.I AAA 221
1dW% Due(KINW2019 1.09% 4,139.926.10 141% 1,95000 (2.6RIA(l) AAA OAS
4P07XAB3 Jahn Deere Owner Trust 2017A A2 1.410800.00 00202017 1.409994.36 99.97 1.409.58828 0.43% Ave I NR 229
1500% Due10/1512019 1.50% 140999507 I'M% 94000 MO619) AAA 0m
654747AB0 Nissan Auto RecWwlbks2017-AA 1,365,0(10.00 OW21/2017 1,3&1,99304 99.97 1,W4,52362 0.41% Aaa)NR 255
1.470% Due011151202(l 147% 1.36`199369 1.52% 89180 (470.07) AAA 004
47708MAU John Deere Owner Trust 2016-A A3 2,429000.00 02/232016 2,419,619.09 99.78 2,414571.94 0.73% Me)NR 2.79
13W% Due04115)2020 137% 2.41974209 1.63% 146276 (5.170.15) APA 095
4Ml40AC2 Honda Auto ReceNables 2016-2 A3 1,810,W0.00 05040016 1,809,964.89 99.79 1,W6,186.42 am% Aaa)NR 2.79
1.390% Due0411512020 1.40% 1.809974.72 1,59% 1.118.18 (3.80830) AAA 1m
83162CUO Small Buslneea Adminietracn 2001-20C 8$182.39 03filmool 62,182.39 103.75 64,516.72 0.02% Aa.1AA+ 387
6.340% Due0310112021 8.34% 62.182.39 4.31% 1.314.12 2,334.33 AAA 181
76445JAA5 SLMA 2W8-9A 33,01360 ammom 32,979.66 102.13 33,716.33 0.01% Baa31 AA+ 582
2.670% Due 0412512023 2.74% 32,96045 2.06% 164.07 755,88 B 345
20,089,457.97 20,073)74.07 6.05% Ado I AAA 2.15
To(al ASS 20,090,592.73 1.26%. 20,089,968,80 1.48% 1ISSOS3 (16,19433) Aaa 0.55
Agency Ill el
3137EADV8 FHLMC Note 5,000,00000 06/25/2015 4,99,125000 99.99 4,999,52000 151% Aaa/AA+ 0.W
0750% Due07/14/2017 081% 4,9W 90020 0.99% 17.39583 (380.20) AAA 0.04
3137131DN6 FHLMC Note 5.000,000.00 01/212015 4.967,W000 99.77 4,988,40500 151% Aaa/AA+ 054
07M% Due011122018 0.97% 4,994.14279 1,19% 17,604.17 (5,73779) AAA O53
3137EADP1 FHLMC Not. 5,OW,WO.00 01113)2015 4,974,100.00 99.74 4,98705500 1.51% M./AA, 068
0075% Due0=712018 1.04% 4,994,382.32 1,25% 13,854.17 (7,327.32) AAA 068
313378A43 FHLB Note 7,5W,W0.00 OV1112015 7,544,850.00 100.10 7,507,507.50 2.27% Aae/AA+ 0.69
1.375% Due030912018 1.18% 7,510,042.24 in% 32,083.33 (2,534.74) APA 0.68
Cal Holdings Report
Orange County Sanitation District Long Term -Account#10268 For the Month Ending 6/30/2017
Purchase Date Co.,Val" OID P,id, M,rkct Vale, %.1 on Saudi sturity
CUSIF Security Description Par ValoWUni Book Yield Book Verde kIrt YTM Accrued Ind G.ini Fitch Duration
3135GOG72 FNMA Note 5.000.00000 12J1012015 4,96395000 9964 4,98224600 150% Asti 146
1.125% DualDIN2018 1.37% 4,992,421.90 1,37% 2,656.25 (17690) AAA 144
3133782M2 FHLB Note 7,500,000.00 Various 7.589,190.00 100.12 7.509.210.00 227% AeaIAA+ 169
1500% Due03g82019 1.14% 7,543,96160 143% 35,31250 D4,75160) AAA 165
3137FADM8 FHLMC Note 7,500,000.00 Various 7,399,050.00 99.45 7,450,74250 2.25% AaeIAA+ 2.a
1.250% Due 10MV2019 1.61% 7,4W,632.86 1.50% 23,177.08 181109.64 AAA 2.21
313383HU8 FHLB NOW 5,000000.00 01 6008950.00 101 5,016,985.00 1.51% AaBIAA+ 2.95
1.750% Due0611&2020 1.71% 5.005.464.37 1.63% 4.61806 11,52063 NR 286
3135GOD75 FNMA None 5,000,000.00 11116Y1015 4,955,650.00 99]6 4,987,780.00 1.50% AsaIAA+ 2.98
1500% Due 0611 1.70% 4.971,287,40 1.58% 1.875,00 16,49260 AAA 290
3135GOF73 FNMA Note 7,500,000.00 Various 7,370,726.00 99.39 7,453,912.50 2.25% AaaIAA+ 342
1.500% Due 1113012020 1.87% 7.410,093.54 1,69% 9.687.50 43,018.96 AAA 331
3130A7GV5 FHLB NOW 5,3M.DOO.00 OW17UO16 5,W.32540 99.92 5,%7,229.88 1.61% Aini 384
1.375% Due=lal 21 1.46% 5.3492A820 1.68% 27,253.45 (42.01660) AAA 351
3135GOJ20 FNMA Note 10,000,00000 Various 10,040,95000 9877 9.877,21 299% Aini 366
1.375% Due 02/2612021 1.28% 10,032.646.61 1.72% 47.743.06 (155.376.61) AAA 3.53
3135GOS% FNMA Note 3,000,000.00 0113(1 2.994,67000 100.33 3,009,975.0D 0.92% AuaIAA+ 4.52
2.000% Due0110512022 2.01 2,995025,52 1.92% 26666.67 14.949.48 AAA 4.26
3135GU45 FNMA Note 5.000.00000 0510i 4.972,50000 9969 4,98430000 151% At IAA+ 4P
1.875% Due OW0512OU 1.99% 4,973,32822 1.94% 21,093.75 10.971]8 AAA 452
83,120,161.40 0,070,137.18 25.12% "a IAA+ 2.%
TOWI A9enaY 83.%5,000.00 1.42k 83,203,374.85 1.51% 283,@682 (13$33 al Aida 2.22
62888UAA8 NCUA Guarani Note CMG 2010 R2 329,92456 11/10/2010 329.923.07 100.05 330,08226 0.10% Aaa IAA+ 0.35
1594% Due11106/2017 000% 329,92307 145% 32705 15919 NR 0.08
313NVJ98 FHLMC FHMS KOM A2 W0,000.00 1112312010 951,046.88 105.49 949,453.20 0.29% AaaIAA+ 257
4251% Due01I2512020 354% 914,31877 1,81% 3.18825 35,134.43 AAA 228
38371141l GNAA Po0W 20009 25,879.91 OHOW2000 25,879.91 100.55 26,021.47 0.01% maIAA+ 1264
1.712% Due OVIW2030 1.72% 25,879.91 1,27% 34.63 141.56 APA ON
3133TCE95 FHLMC FSPC E3A 33,867.05 Ni 33,90248 100.50 34,036.39 0.01% Atli 15A4
3.129% Due001192032 3.10% 33,%2.67 148% 88.31 153.72 AAA 1M
31397OREO FNMAFNR2(11Y3FA Ni i2Y10Y1010 295,74329 101.39 2991915.30 O.N% AaaIAA+ 2367
1.900% Due O&2W2041 1.90% 295,763.03 1.54% 93.68 4,152.27 AAA 0,10
313NJY35 FHLMC FSPC T-582A 918,331A7 OWNcO11 11040101004 1I631 1,068,13853 03216 Assi 2625
6.500% Due 0911 5.40% 1,01721396 2.92% 99488 50,924,57 AAA 449
2,676,505.67 2,707,647.15 0.82% Aaa IAA+ 14.23
Total CMO 2,503.83842 3,64% 2616,98141 2A6% 472678 1174 Aaa 2.61
Commercial Pa
llllll
0111ir.176 Bank of Tokyo MI5aYI5M NY Discount CP 6.rs5,II0LID 93I962017 6,319,62705 9996 634375215 1110 P1 At 0.02
11806 Due 07/07/2017 12% 6,3437522.15 12080 000 0.00 NR 002
1
CAI Holdings Report
Orange County Sanitation District Long Term -Account#10268 For the Month Ending 6/30/2017
Purchase Date Cos'Value Mat Price Market Value %.1 Phil Mardi Maturity
CUSIP Security Description Par Valurri Book Yi a led Book Value Met YTM Accrued Ind, Gauni Fitch Duration
89233GV29 Toyota Motor Credit Discount OF 6,30000000 1W2W2016 6.25199925 9989 6293,11200 190% P-1/A-1+ ON
1230% Due O&0&2017 1.26% 6,293,11200 1.26% 000 0.00 NR 0.09
12,571,626.30 12,636,864.15 3.81% P-11 A-1 0.05
Total Contras l Paper 12,645,000.00 1,23% 12,636,864.15 1.23% 0.00 0.00 Nut 0.05
Money Market Fund FI
261908107 Dreyfus Trsylggcy Cash Management 521 2,924,23579 Various 2,924,23579 1.00 2,924,23579 0.88% Ads IAM 000
086% 292423579 0.86% 000 000 AAA 0.DO
2,924,235.79 2,924,235.79 0.88% Aaa I AAA OM
TINal Money Market Fund FI 2.92s D5.79 0.86% 2,924,235.79 0.95% 0.00 0.00 A. 0.00
3131 FNMA FN 466397 355.945.47 1M112010 348,242,61 10429 37122834 0.11% Pan/AA+ 3.34
3.400% Due 1110112020 3.80% 353,350,17 2.03% 23532 17,878.17 AM IN
36225CA29 GNMA P.W G280023 22,936.45 ONOW1997 23,21067 103.07 23,537.03 001% Asia I AA+ 9M
1.625% Due 12121 1.52% 22.958.61 1.90% 30.92 570.42 AM 3.19
3621 GNMA Pooh G2 80008 26,131.17 (011111997 26,70280 101 21 001% Aaa IM+ 990
2.680% Due 0612012027 252% 26.322.27 1.M% 57.92 713.22 AM 2.98
313488WZ3 FHLMC FH 7W064 2,306.86 C211812000 225068 102.80 2,371.40 0.00% Me1M+ 10.51
3.297% Due 0110112028 3.50% 2,285,68 273% 6.31 35.72 AM 482
31371NUC7 FNMA FN 257179 21,94567 12/0512011 2320970 107,48 23.586.79 001% Asti 1076
4.500% Due ON0112028 3.72% U.779.23 2,21% 82.30 W7.56 AM 338
31417YAY3 FNMA POMN FN MA0022 26.769.24 12J062011 28,311.08 107.60 28.776.93 0.01% Aari 11,76
4.500% Due04/(t¢029 376% 27,816,33 2,28% 101 96060 AAA 349
3130EG6F6 FNMA FN AL0869 16,548.68 12AX12011 17,501.85 107.46 17,783.51 0.01% Aaa1M+ 1193
4.500% Due OMI2029 3.77% 17,198.91 2.13% 14.48 584.60 AM 3.20
03218PFN4 AMRESCO ResWenBal SewOtles 1999-1A l33743.29 05202011 100,432.85 96.43 128,963.30 O.N% NRIM+ 1199
2.160% Due0612512029 5.78% 111,67582 2,65% 48,15 17,287,48 BBB OW
38225CNM4 GNMA Pi G280395 9,763.33 0115Y1000 9,674.83 103.58 10,113.11 0.00% Asti 12.81
2660% Due 0412012030 2.73% 9,72544 1.99% 2164 U767 AM 431
3022KN29 GNMA Pope G28=8 79,490.19 0115R000 78,682.88 103.49 82,257.24 0.02% Aaa1M+ 12O
2.660% Due 051 2.73% 79,143.33 2,15% 176.20 3,113.91 AM 543
31400G)i FNMA PmM FN 748678 4,li 0110,2013 5,179]8 109.72 5,286.77 0.00% No IM+ 1627
5.000% Due 1WO1120M 4.16% 5,108.93 2,52% 20.08 177.84 AM 383
3622MCBS GNMA Poops G2 We65 79133104 0711ENON 79,28147 101 82,31079 0021% Aeri l7b7
2.090% Due 0712011 2.10% 79,302.77 1.89% 138.17 3, 06.02 AM 4.26
31406%N45 FNMA Pooh FN U3358 134,613.00 01111120M 133,561.34 104.M 140453.86 O N% Auri 17.0
3.274% Due010112035 3.34% 133.975.65 1,23% 367.27 6.47821 AM 2AI
314WP0Y8 FNMA Potl0 FN 815971 252.06499 0611012013 270,96988 10977 276.70107 ON% Asti 17,60
5.000% Due OW112035 4.21% 267,508]4 2,62% 1,050.27 9.194.33 AM 4M
314078XH7 FNMA POMN FN 826NO 26,938.19 OUl MO13 28,958.54 109.85 29.592.3D 0.01% Aari 1801
5000% Due0710V2035 422% 28.594,07 2,62% 11224 Ni MA 4M
CAI Holdings Report
Orange County Sanitation District Long Term -Account#10268 For the Month Ending 6/30/2017
CUSIP Security Description Par Valli In'.11ace Juts Cost Value Mint Price Market Vail, %a,Pon ...d,)S&p Maturity 31376KT22 FNMA FN 357969 153.28423 0611012013 164780.54 10979 168,288,15 005% Aaa I AA, 1818
5.000% Due 0910112035 4.22% 162,722,50 264% 149.03 5,565.65 AAA 4A0
31403DM FNMA Pool#745580 149,36548 OW10/2013 IW.667.90 109.77 163.961.02 005% Aaa I AA, 18.93
6000% Dria(M112036 426% 168.62522 2.65% 62230 5,32280 AM 4A2
3141OF4V4 FNMA Pool#FN 881 293.554.38 OU10/2013 315,570.98 109.78 322,265]8 0,10% Aaa I AA, 1902
5.000% Due0710112036 425% 311,77248 2.64% 1,223.14 10,49328 AAA 4.11
1,817,094.36 1,904,502.86 0.58% Aa6l Ma 169
Total Marshall Pass That 1.789,450.04 3.94% 1,13M,867.15 2.32% 4456.21 83,635]1 Aaa 3.52
Municipal B
733581 Port Authority of NY B NJ TE-REV 2440,00000 Various 2,507,633,89 101 2,644,569.60 0.80% Poll/AA- 242
5.309% Doll 4.97% 2.455701.69 1.75% 10.I9497 1SSN7.91 AA 228
64971hal New York NY TE-REV 1,400,000.00 10Y17Y1010 1,400,000.00 106.21 1,486,95,IDD 0.45% Sal 1AAA 334
4.075% Due11M112020 4.08% 1.400.000.00 2.14% 9,508.33 SSB56.00 AAA 3.11
913361 Dniv M Colibmia Rgls Med TE-REV "D00000 limly1010 403,03000 11083 44313080n OA3% Aa3IPA- 308
5.035% Dua0511512021 5.04% 400IDD0.00 2.11% 2.573.4,11 43,WEBB AA- 3.53
4p0,633.89 4.574,831.60 1A95k M21M 2.86
Total Municipal Bonds 4,240,000.00 4.68% 4,255,701.69 1.91% 22,876.74 319,129.91 M 2.67
anational
4581XOGG1 Inter-American Dav Bank Note 5,000000-00 06/22/2015 5,019,550-00 99-99 4,999,680-00 151% Aaa/AAA ON
1000% Due07114120P 0.81% 5,00C),337.97 1.16% 23,19464 (657.97) AAA 004
459058EJ0 IMI.Bank Recent 8 Development Note 5.0W.000.00 Various 4.991,170.00 99.66 4.983.245.00 1.60% A./AAA 0,96
1000% Due OW15I2018 1.07% 4,996,832.13 1.35% 2,22222 (13,587A3) AM 095
4581X0CX4 IMerAmencan Day Bank Nate 3,035,000.00 04M512017 3,027,W7.05 99.74 3,027,090.79 0.92% All 287
1.625% Due0511212020 1.70% 3.028,318.09 in% 10,8n.73 (1,227.30) AAA 2.78
4581X0CS5 IMerAmetlwn Bev Bank Nate 3,500,000.00 07@SI2016 3,580,405.00 99.90 3,496,335.50 1.06% Aaa IAM 371
1875% Due0W1512021 1.30% 3.572,249,24 1.90% 19.32292 (75.91374) AAA 355
4595(KCJ7 IMernaOonal Finance Cwp Note 2,5W,W0.00 1IMM016 2,441,600.00 98.93 2p23,340.00 0.73% Aaa1AAA 4.06
1.125% Due0712012021 1.64% 2.449,54349 1,91% 12.578,13 (26.203.49) NR 392
4WNX0GW6 IMer-Amerlpn Dav Bank Nab 3,000,000.00 01I1MO17 2,996,310.00 100.60 $1118,021.00 0.92% Aaai MR 456
2.125% Due0111812022 2.15% 2.996.641.41 1.99% 28.864.58 21,379.59 AAA 428
4591 IMI.Bank Recon B oevelopmeM Note 5,0pil OMM017 5,030550.00 100.00 4,999,915.00 1.52% Asian 1 MR 458
2.OW% Due0112612022 1.86% 5.OW,477.00 2,W% 43.055.55 (30.582001 AAA 431
27,097,392.05 2Q947,627.29 8.16% Aaa IAAA 2.72
Total Supranational 27,035,000.00 1.44% 27,074,399,33 1.67% 140,0 58 (126,77204) Pan 259
US Corporate
060505DP6 Bank of America Corp Note 3.800,000.00 0111612014 4.334014.00 101.69 3,064.30740 1.17% Baa11 BB8+ 0.42
5.750% Due 1VO112017 1.95% 3,857.94630 1.68% 18,209.33 6.361.20 A 042
166761 Chevron Corp Csll.l Note Cant 1115117 2.000)00.00 1& 2014 1.905.60000 99.94 1.W8.836.00 0 60% Aa l M- 043
1.1n4% Du612MW2017 1.30% 1,998,360.99 1V% 1.591 475.01 MR 035
CAI Holdings Report
Orange County Sanitation District Long Term -Account#10268 For the Month Ending 6/30/2017
Purchase Date Cost Value Miat Price Market Value %of Palo Moral biturce,
CUSIP Secarrit,Description Par VolicUllita Book Yield Book Value Met YTM Accrued Int, Conrad-... Firch Duration
458140AI4 Intel Car,Note 2.00000000 01/2612015 ?00828000 9998 1,999.51000 060% Al 1A, 046
1.350% Due t&152017 1.20% 2,001,31566 140% 1,200.00 (1,805.Md A- 0.46
4042811l HSBC USA Inc Note 3,OW,W0.00 Various 3,008290.00 100.03 3001.008.OD 091% A2IA 055
1625% Due0111612018 1.59% 3,000,60089 1.58% 22,34375 40733 AA- 054
38141GFG4 Goldman Secba Group Inc Note W0,000.00 Various 692,W6.00 102.23 613,408.80 0,19% A3IBBB+ 0,55
5950% Due0111812018 2.73% 609,870.69 1.85% 16,164.17 3153811 A 0.53
674599CD5 Occdenlal Peboleum Callable Nate Con1I15I18 2,000,000.00 oii3O@015 1,988340.00 99.89 1,997,854.00 0.61% A3IA am
1SW% Due O&1512018 1.73% 1.997,239,06 1,70% 11.33333 61494 A 053
025816AY5 American Evpeas Credit Note 2,9W,W0.00 Various 3,3P,385.79 103.72 3,007,793.00 0.92% A31BBBI 0.72
TOW% Due0311912018 4.28% 2.M,W644 in% 57.51667 506985E A 070
073902CD8 Bear Steams NOB 3,200,000.00 01115R014 3,523,520.00 102.82 3,290,214,10 1.01% MINN 101
4.6W% Due 071OD2018 2.25% 3.272.9136.45 1,81% 73.986.67 17, 57.95 A. 096
532457BF4 Eli Ully 8 Co N01e 4,003,000.00 Various 4,00$875.00 100A4 4,017,709.00 1.22% A2I AA- 111
1.950% Due0311572019 1.89% 4.003,867.00 1.89% 22.968.67 13,841.00 A 167
02665WAH4 American Honda Finance None 4,000,00000 Warren 4,W864000 10085 4,033,96400 123% Al IA. 2A3
2.250% Du.,All& 1.93% 4.025.989.71 1.84% 34,000.00 7,974.29 NR 2.05
064NHCW7 Bank a New York Callable Note Cant AM 112019 2,12U.000.00 02M1U2016 2.142,175.20 100.99 2,140.89260 0.65% Al IA 2.20
2.300% Due 0911112019 1.99% 2.133.441.10 1,82% 14,898.89 7451.50 PA- 214
24422ESS9 Jahn Drem Capital Corp Note 5.00)00000 Various 5.1346.984.00 101,16 5,057,97000 153% A2IA 221
2.300% Due0911612019 2.07% 5.023594.40 1,76% 33.51 34.275.60 A 2A4
36962G7M0 General Electric Capital Corp Callable Note IX 5.0W.000.00 Various 5,014,950.00 100.90 5,045,245.00 1.54% Al IAA- 2.53
12I812019 2.13% 5.007,71047 1,82% 52.55555 37,534.53 AA- 2.34
2.200% Due01/0912020
4661 JP Morgan Chase Callal Note Cant 121GWI9 2,000,000.00 OMW2015 1,994,880.00 100.31 2,006,20400 0.61% A31A- 2.57
2.250% Due 01123120M 2.3D% 1.997.347.91 2,12% 19,750.00 all Ai 2,38
40428HPR7 HSBC USA Inc Note 1.25000000 0&092016 1,222787.50 10059 1,25733875 038% A21A 268
2.350% Due ON0512020 2.92% 1232.07823 2,12% 9.46528 25.260.52 AM 257
74752SAD5 Duelwmm Inc Note 5.000,00000 091912015 4.995,196,40 10095 5,1047.42500 153% Al IA 289
2.250% Due 09200020 2.27% 4,997.225d8 1,91% 12,812.51 50.199.82 NR 278
94974BGM6 Wells Fargo Corp Note 5,008000.00 0711612015 5,001.650.00 101.41 5,070,49000 1.55% A2IA 306
2600% Due 07122G020 2.59% 5,001,0878 2,12% 5741667 69,48122 AA- 29t1
037833BS8 Apple Inc Callable Note Cant 1GX2021 4,000,000.00 092312016 4,050,840.00 100.66 4,026,512.00 1.22% Aid I AA, 3.65
2.250% Due 0212312021 1.96% 4,038058.87 2.06% 3?00000 (12,35807) NR 3.46
30231GAV4 Evon Mobil Cory Callable Dole Cant 2/112021 3,000,000.00 Various 3,016,W7.40 100.66 3,019,671.01 0.92% BeaIAA+ 3.67
22U% Due0310D2021 2.10% 3.012,394.72 204% 22.22000 7,27629 NR 348
166761 Chevron Cory Callable Note Cant 01512021 2,50G000.00 051202016 2,485,350.00 99.70 2,492p45.00 0.75% Bel 3.US
2.IW% Du,091612021 2.23% 2.488591.22 2,18% 6.562.60 Sill NR 369
61747WM3 Mogan Stanley Note 2,800,000.00 06b6p014 3,21)(1,848.00 110.89 3,104,794.00 0.96% AS BBB+ 408
5500% Due 0712612021 3.24% 3.029.056.00 2.66% 65.450.00 75,738.00 A 361
594918BP8 MicmcoR Callable Ni Cont 7021 3,045,00000 Various 3,041.385,15 9]84 2,979,31326 0SC% Asa IAAA CAI
1.550% Due 0WOW2021 1.57% 3.042.032A9 2.10% 18,747.89 (62.719.23) AA, 3.0
06406RAA5 BANK OF NY MELLON CORP Note Callable 113`022,W0.l OMM017 2.504.475.00 100.70 2,517.48D.OD 0.P% Al IA 461
CONT 2.56% 2,504,12081 244% 26,00D0D 131350.19 AA- CM
2600% Due O&0712022
CA I Holdings Report
Orange County Sanitation District Long Term -Account#10268 For the Month Ending 6/30/2017
Purchase Date Cost Value Midt Price Market Valre %or Part ...d,)S&p Mancris,
CUSIF Securrit,Description Par Valleanelits Book Yield Book Value Met YTM Accrued Int, Gal... Fitch Duration
674599CK9 Occidental Petroleum Callable Note Cold WIW0223,353,W900 04I25/2017 3.354,589.50 10048 3,366,18385 102% ASIA 479
2.600% Due 0411512022 2.57% 3,354,424,67 249% 18,38T78 11,759.18 A 4.38
084664BW Berkshire Rrithi Note 4.000.000.00 0512312017 4.131.12000 103,16 4126,472.00 125% M2I AA 4.08
30W% Due0511512022 230% 4,128,61927 231% 15,33333 (2022]) A. 451
80,1]3,87].94 79,083,040.07 24.03% A11A+ 2.67
Total U3 Comomle ]B.O65,o00.00 2.22% 78,706,765.99 1.95% 664,456.33 376,274.08 A. 2A1
US Total
912828G20 US Treasury Note 2,000,000.00 Various 1,989,756.70 99.91 1,998,200.00 0.60% Aaa IAA+ 0.38
0875% Oue111512017 105% 1,996,01,66 1.11% 2,23605 (481.66) AAA 0.37
912828UR9 US Treasury Note 3,5W,00000 0412212016 3,496,457.04 9970 3489,335.50 1.05% Abe IAA+ 0.67
0.750% Due 02/2812013 0.81% 3.491 1.21% 8.77378 (9.392401 AAA 0.86
912UBB33 US Treasury Nob 11,W0,000.W Various 11,04$439d9 100.20 11,022,341.00 334% Area I AA, 159
1.500% Due0113112019 1.37% 11.021,693.05 1,37% 68,825.97 047.95 AAA 1M
912828SN1 US Treasury Nob 51000,00000 12YM016 5,016,42300 100.24 51011191500 152% Pas I AA, 175
1.50% Due013112019 1.35% 5.012,746.81 1.36% 18,852.48 (83181) Am 1.72
912828WS5 US Treasury Note 2,0W.W0.00 Various 1,996.861.44 100.45 2.W8,906.00 0.61% Me IAA+ 2.W
1.625% Due0613012019 1.66% 1.996.729.98 140% 88.31 10.176.02 AM 188
912828WW6 US Treasury Note 5,0W.W0.00 Various 5,012,388.70 100.46 5,022,850.00 1.52% Me IAA+ IN
1.625% Due(7131)2019 1.57% 5.005.198.01 140% 33,891.58 17.651.99 AM 203
912028F39 US Treasury Note 5.8W.W000 1012712014 5.873,13637 10072 5.8,11.69040 i't'11% Al 225
1.750% Due091300019 1.48% 5,83341848 142% 25,513.67 8.271.92 AM 2A9
912028G61 US Treasury Note 7,6W,W0.00 12/1912014 7.449634,50 100.09 7,07.035.00 2.0% AaeIAA+ 242
1500% Due1113012019 1.64% 7,47537563 148% 9,52869 31,658.37 AM 2W
912828l US Treasury Nab 5,0W,W0.00 1212112016 4,966,423,00 99.85 4,992,500.00 1.51% AaaIAA+ 292
1.5W% Due 0513112020 1.70% 4.971,52906 1.55% 6,352.46 211050.94 AAA 2.64
912828199 US Treasury Note 5,500,000.00 Varloue 5424,566.87 99.18 5,454,883.50 1.65% Maim+ 3.34
1375% Due 10131/20M 1.67% 5.443.03904 1,0% 12.741,17 SWA6 AAA 324
9128281,89 US Treasury Note BpW,W0.00 Val 5,895840.41 98.95 5,937,188.00 1.80% PaaIAA+ 3.59
1375% Due 0113112021 1.81% 5.91)),855.31 1.68% 34.412.99 27,330.69 AAA 346
912UBTU US Treasury Note 7,0W,W0.00 Varlws 6,757,914.08 97.27 6,809,138.00 2.06% Maim+ 425
1.125% Dus0913012021 1.88% 6.785,065.15 1,79% 19.795.09 23,272.85 Am 4,11
912828T67 US Treasury Note 6,000,000.00 12113t2016 5,813,691.98 97.69 5,861 1.]]% Pas l A4+ 434
1.250% Due 1013112021 1.92% 5.834.49742 1,81% 12,635.87 26,284.58 AAA 4,18
912828U65 US Treasury Note 7,OW.W000 12/ M016 6,900,49220 9914 61981168100 2A1% Aa01AA+ 4A2
1.7W% Due 1113012021 2.06% 6.910.681.09 1,81% 10,375.68 70.999.91 AAA 423
912UW72 US Treasury Note 3,0W.W0.00 002712017 3,004814.74 100.13 3,W3,750.00 0.91% Abri 4.59
1.875% Due0113112022 1.84% 3.0N.485.37 1.&5% 23,46340 (73537) AM 434
912028J76 US Treasury Note 5.0W.W000 041292017 4.976,38394 9948 4,974,22800 151% Al 475
1.750% Due=3112OU 1.85% 4,971.249.86 1.86% 21,994.54 (3.02986) AM 452
Cal Holdings Report
Orange County Sanitation District Long Term -Account#10268 For the Month Ending 6/30/2017
Purchase Date Cost Value Map Price Market Value %.11.1 a.d,)S&p fall
CUSIF Securit,Description Par ValueoUnins Book Yi a Id Book Value Md`(TM Accrued Ind. GainlLoss Fil Duration
912828VVU0 US Treasury inflation Index None 10708,984100
0.125% Due 0711 WON Various 10,595,152.09 98.23 10,519,081.57 3.17% McIAA1 705
023% 10,628,51607 0.38% 6,175,42 (109.434.60) AAA 5.9
98,212,538.]5 96,435,5]I.97 29.16% Me IAA. 338
Total US Tnasury 9],008,984.00 1A8% 96,Jifi,089.89 1.41% 315,fi56.13 119,485.08 Ada 3.29
9J0,990,513.13 330,358,235.13 100.00% Aai IAA 279
TOTAL PORTFOLIO 329,667,100.98 1.69% 329,645,249.05 1.60% 1,4],1N.22 712,986.08 Area 2.44
TOTAL MARKET VALUE PLUS ACCRUALS 331,805,369.35
CAI Holdings Report
Orange County Sanitation District Liquid -Account#10282 For the Month Ending 6/30/2017
Purchase Data Can Vid.. Ifflut Pri. Market Valtn, %of Pod, shoodi Maturity
CUSIP Security Description Par VagargUnits Book d,d Book Value M!"Y'UM Accrued Int. GainfLos. Fitch Duration
Apency
313381 FHLB Discount Note 10,W0,00000 04/21/2017 9,978,513,90 99.95 9995,27778 803% P-1/A4+ nos
0850% Due 07/2112017 086% 9.9178 086% 000 000 F 1+ 006
313581 FNMA Diount sc Note 19,WO,OW.W Various 18,962,05004 99.94 18,989,114.59 15 4+.26% P-1IA 0.07
0820% Due 07/2W2017 0No. 18.989.114.59 0.84% 000 000 F-1+ 0.07
313385JQO FHLB Discount Note W0,000.W OB/2W2017 799,255.66 99.93 799,438.11 0.64% P-1/A-11 007
1.020% Due 0712W2017 1.03% 799.436.11 1,03% D.0 0.00 F-1+ 007
3137EADJ5 FHLMC Note 7,000,000.00 Various 7,OW,210.00 100.00 6,999,755.00 5.65% Me l AA+ ON
1.00% Due 01 0.83% 7.00O.086.95 1.04% 29.750.00 (1.13195) AAA ON
3133111 FHLB Discount Note 510001000.90 04428Y2017 4,999,117.92 99.94 4,61 4.02% P-1/A-1+ O09
0.860% Due 0712W2017 0.87% 4.998.P1.25 0,87% am 0.00 F-1+ ON
313385J%5 FHLB Discount Note 9,0001000.00 Varga 0,904,237.50 99.92 8.9112,401 7.23% P-1/A-1+ ON
0.950% Due 0WOV2017 0.96% 8.992A00.00 0.96% C.W DAD F-1+ 0.W
3135GMD FNMA Note 6,0001W0.00 vardens 5,999350.00 99.97 5,990,470.00 4.83% AaaIAA+ 0.24
10W% Due OW2772017 1.10% 5.999.508.33 1.10% 15,666.66 (3833) AAA 024
3137FADLO FHLMC Note 5.285.00000 Various 5.204.3`7965 9998 5.283.758.03 4,26% Me/AA+ 025
1.000% Due OW2W2017 1.02% 5,284.695.54 1.09% 13.506.11 193759 AAA 025
3131 FHLMC Not. 5.000.000.00 0412612017 5.113,950.00 101.49 5.074.515.OD 4.10% Aa./AA+ 038
5A25% Duefl/P/2017 100% 5,01 1,18% 311319.44 (3,12740) AAA O38
67,113,460.67 67,129,07.76 64.02% Aai 0.13
Total Agency 67,085,000.00 0.91% 67,134,732.95 0.%% 90,242.21 15,235.19) Ass. 0.13
rclal Paper
OH38BU76 Bank of Tokyo Mitsubishi NY Discount CP 1,705,W000 03/06/2017 1,690,181.89 99.98 1704,664.68 1.37% P-1IA4 0.02
11W% Due 07/0712017 120% 1�7N 06668 120% 000 000 NO 0.02
89233GUKO Toi Motor Credit Discount CP 1,9W,W0.00 04/2012017 1,895,255.81 99.95 1,899,040.50 153% P-11A-1+ a05
1.010% Due07119/2017 1.03% 1.899.040.50 1,03% ON 0.00 NR 005
06538BUR2 BankofTokya Mllsublsbi NYDlscuunt CP 1,5W,W0.00 OWtH10P 1,495,566.87 99.93 1,498,880.00 1.20% P-1/A-1 007
1.120% Due012512017 1.14% 1.498.880.00 1.14% ON 0.00 NR 0.07
5,089,004.37 5,102,585.18 4.10% PA IA,1 0.05
Total Commercial Pager 5,1D5,W0.00 1.12% 6.102.565.18 1.12% 0.00 0.00 NR 0.05
Market Fund FI
261W8107 Dreyfus TrsylAgW Cash Management 521 2,916,33288 Various 2,916,33289 100 2,916,33298 234% Aaa IAM 000
(1 2,916,332,88 0.86% 0.00 000 AAA 0.00
2,916333.88 2,916,332.88 2.34% Me/AAA O.W
Total Money Market Fund FI 2.916,332.88 0.86% 2,91 0.86% 0.00 0.00 Aaa O.W
NegONable CD
89113WEE2 Toronto Dominion NY Yankee CD 1,000,000-00 04/07/2017 1,000,234.59 100.00 1,000,02995 0.81% Pita4+ 004
1200% Due07/1312017 110% 1,000,02991 1.10% 11,13333 000 F-1+ 004
CAI Holdings Report
Orange County Sanitation District Liquid -Account#10282 For the Month Ending 6/30/2017
Purchase Date Cos'Value Sky Price Market Value %.1 Pon ...c,)S&P Maturity
CUSIP Security Description Par Valueli Book Yj a III Book Value Ill YTM Accrued Int, GainiLoss Fitch Duration
86958JMUO Svenska Hanbelshanken Yankee CD 1,00000000 05/08/2017 lh(C 01985 10000 1,W001256 081% P-1/A-1+ 026
U175% Due 10/02/2017 1.17% 1,000,012,56 1.17% 1,81 0.00 F4+ 0.26
2,0H 254.44 2,000:012.711 ISM Me/AAA 015
Total Negotiable CD 2,000,000.00 1,13% 2,OW,042.51 1.13% 135937
5 0.00 Asa 015
suwauatlonal See
459050Dc4 Intl Bank Food B Development Note 1,162n00.00 02AU2017 1,163,05742 99.99 1161,91285 0.9a% Aaa IAM 0.05
1125% Due O711812017 0-92% 1,162,11306 127% 5,91894 (20021) AAA 005
1,163.09.42 1,161,91 R.85 0.94% Aw". 005
TMI Supmnatlonal 1.162,000.00 0.92X 1,182,113.08 1.27% 5,918.94 I200.21) Aaa 0.05
b
478160AR7 Johnson B Jobnao.Note 1,00000000 04/12I2017 1,015,310,00 100.48 1,004,816.00 0.82% Aaa I AAA 0.13
5550% Due 081 Ul 1.005,51160 165% 20,96667 (695.NC AM 0.12
911312AP1 UPS Note 1,OW,W0.00 05/12QOP 999,58000 tri 999,386.00 081% Ai/A+ 025
1.125% Due1WO113017 1.24% 991 1.36% 2,812.50 (33196) NR 025
68389MN5 Oracle Core Nob 1,0W,W000 OW30i 999,07000 9895 99,9150100 081% At IAA- 029
1.200% Due 10,1512017 1.22% 999.930.40 137% 2,533.33 1429.40) A+ ON
166764BC3 Chevron Corp Note 1,0W,W0.00 01/18/2017 1.00,780.00 99.98 999,825.00 0.81% Bull/AA- 0.36
1.344% Due1110W2017 1.24% 1.000.352.34 1.39% 1,941.33 (527 SO NR 0.36
369604BC6 General Electric CO Note 1.0W.W000 0112612017 L03365000 10164 1,016.42100 082% Al/AA- 044
5.250% Due 1WW2017 1.24% 1,017.M6.15 143% 3,645.83 I]&5.151 PA- 943
461 JP Morgan Chese Nate 1.000.000.00 04I112017 1.032.600.00 102.25 1.022.468.00 0.84% A3/A- 055
50W% Du,0111512018 1.57% 1,023,64386 1,81% 37,660.67 (1,1]586) A. O52
404281 HSBC USA Inc Note 1,0W,W0.00 0511112017 1,OW,340.00 100.03 1.000.336.00 0.81% A2/A 055
1.625% Due01/i W2018 1.57% 1,OW,D6.16 1.56% 7447.92 59.84 AA- 0.54
24422EST7 John Dearer Capital Cord Noe 5s0,000.W 06119E 017 s49,763.50 99.92 549,547.90 O.4 Va A2/A 0.55
13W% Due0111612018 1.43% 549.7373 1.W% 3.403.13 (22583) A 054
06,1011 Bank of New York Callable Note Cent 12C!SCXI7 870,000.00 08YM017 869,394.90 99.93 89840840 0.70% Ai/A 0.57
130P% Due011292018 1.43% 869.37688 142% 4.90100 3152 Ate 0,56
808513AK1 Charles Schwab CoM Callable NMe Cont 2/10I20181,0W,W0.00 05b1120P UOD1,100.00 100.03 1,000,278.00 0.81% A2/A 0.69
1.5W% Due0311012018 1.37% 1.000,888.46 145% 4.625.00 1610461 A OW
026MWATB Attetlwn Honda Finance Note ipho'ba 0 032712017 1,001,140.00 100.07 1,W0,686.0D 0.81% At/A+ BID
1.500% Due031TV2018 1.38% 1.00(.035.34 140% 4,500.00 (14934) NR 0.69
10,5D3,498.40 10,482,673.30 8.48% A1/A+ 048
Thal US Carbonate 10,420.000.00 1.34% 10467,512,98 149% 84,44338 (4,83968) AA- 0.44
S in
912791 US Treasury Bill 151W0000.W Various 14.962,81903 9999 14,998.82327 12.05% P-1/A-1+ 0.02
0.567% Due O71OW2017 0.57% 14,998.823.27 0,57% ON 0.00 NR 902
912791 US Treasury BILL 5.0W.W000 04I2112017 4.9W.38125 9996 4,9117,96930 402% P-1/A-1+ 005
0.770% Du00]RW201] 0.78% 4,997,969.30 0,78% 0.00 0.00 F-1+ 005
CAI Holdings Report
Orange County Sanitation District Liquid -Account#10282 For the Month Ending 6/30/2017
Fa,c,.a,rod, Cast Vers Mkt Price Market Value %.1 Purl c.d,S&P Maturity
GUSIF Security Description Par VaIrWhinits Book Yield Book Ver. Met YTM Accrued Int, Garini Fitch Duration
912796LUI US Treasury Bit 13,000.00000 Various 12965,16000 9978 12 970,890 00 1042% P-1IA-11 0.23
0.992% Due 09/21/2017 1.00% 12,970,89000 1.00% 0.00 0.00 F4- 023
912828TS9 US Treasury Nate 2,500,000.00 06I08I2017 2.49608.06 9989 2497.225.0D 201% Me IAA+ 025
0.625% Due OW30/2017 1.05% 2,497,33286 107% 3,92760 (107A6) AAA 025
35,415,018.34 35,164,907.65 28,50% "a IAAA 0.12
Total US Treasury ss.wo,aoD.oO 0.79% 35,465,D15.51 0]9% 3,9P.80 (ID7.80) Arta 0.12
124,20g856.52 124,237,952.13 100.00% Aae IAAA 0.14
TOTAL PORTFOLIO 124,188,392.88 0.93% 124,248,335.07 0.96% 198,125.88 (10,382.91 AM. 0.14
TOTAL MARKET VALUE PLUS ACCRUALS 124,436,078.01
Cal Holdings Report
OCSD Lehman Exposure-Account#10284 For the Month Ending 6/30/2017
Purchase D to Cos Value Ifflad Price Market Valme %of Pod, Moody/S&P Maturity
CUSIP Security Description Par ValumUnits Book Yi:d Book Value saki Accrued Ind. Gaindurs. Fitch Duration
Common Stock
SLHOPNTA4 Lehman Brothers,Inc Open Position long 60,64149 11/21/2014 57 S1264 OA2 25,62103 13.46% NR/NR 0.00
Exposure Expo% one 0613012017 0.00% 57842.64 0.00% 0.00 (32.221.61) NR 000
57,842.64 25,621.03 13.46% NR/NR 0.00
Total Common Stock 60,641A .69 0.00% SirS 4 0.00% 000 p?221.61) NR Odd
US Cor"dte
525ESCIB7 Lehman Brothers Note-Oefaulied 600,00000 09/19/2008 3.365,48 663 39,750d) 20.88% NR/NR 0.57
0000% Due 01/24/2018 000% 344,36548 000% 000 (304,61548) NR 000
525ESCOY6 Lehman Brothers Note-Defaulted 2.000,00000 09/18/2008 1.112,174,55 625 125000d) 65.66% NR/NR 32.33
0000% Due10/22r2019 000% 1112,17455 000% 000 (987,17465) NR am
1,41 10.01 164,750.00 86.54% NRINR 24.67
Total US Corporate 2.600000.00 0.00% 1,4w:lwua.0. 0.00% 0.00 (1,291,790.03) NR 0.00
1:50. 267 190,371.03 100.00% NRINR 21.35
TOTAL PORTFOLIO 2,660,641.49 0.00% 0.30332,67 0.00% 0.00 )1,44,011.64) NR 0.00
TOTAL MARKET VALUE PLUS ACCRUALS 190,371.03
AM
SECTION 5
Transactions
CAI Transaction Ledger
Orange County Sanitation District Long Tenn -Account#10268 March 31, 2017 through June 30, 2017
transaction Seffinel.ric L, Q........ Security Description N. Acq`Bisp Interest
UISITIONS
tor-A
PumM1ase 04/12/2017 4581XOCX4 3,035,000.00 In626%Due0112Bank Note 020 99763 1.70% 3027,80705 0.00 3027,80705 0.00
1625%Oue:n Dee Bank
PumM1ase 0412612017 912828,76 5.0WWo 00 US Treasury Note 99,528 185% 4.976,38894 6.215.85 4.982.599.79 0.00
1.75%Due:OW3112022
PumM1ase 0412M017 674599CK9 3,350,030.00 Occi tental Petroleum Cellade Note Cant 311512022 100.137 2.57% 3,354,599.50 3,145.28 3,357,]34]8 0.00
2.6%Due:0,11152022
Purchase OMM017 3135GOT45 5,0W.000.00 FNMA Note 99.4W 1.99% 4,972,500.00 7,291.66 4,979,791.66 0.00
1.875%Due:OCVs 022
Purchase 0512612017 084664BT7 6,000,D00.00 Berkshire Halkamay Note 103.278 2W% 4,131,120.00 3,666.67 4,134,786.67 0.00
3%Due:051151
PumM1ase OW70017 459058FY4 5100000000 Intl.Bank Rican 6 Development NO. 100611 1 86% 5103055000 41,9 ," 5,072,494.44 0.00
2%Due:01n6n022
Sublelal 25,385,000.00 25,492,950.49 62,263.90 25,555,214.39 0.00
Security N13MD17 91282SWUO 32,136.00 US Treasury Inflation Index Note 100.000 32,136.00 11.65 32,147.65 0.00
Contribute, 0.125%Due:0711WO24
Serelty OU31/2017 912828WUO 11.76200 US Treasury Inflation Index Note 1000W 11,75200 5,52 11,757,52 000
Camnbu8on 0.125%Due:071152024
Semrily 0613012017 91282OWUO 30,888.00 US Treasury OMetian Index Note 100.000 30,89800 1771 30,W6]1 0.00
Contribu ion 0,125%Des:0711WO24
Subtotal 74,775.00 74,n6.00 34.88 74,810.88 0.00
TOTAL ACQUISITIONS 25.459.P6.00 25.58].]26.49 62.398.]8 25,830,025.27 0.00
Er
Sale WOW2017 91282BG20 500,00000 US Treasury Note 99968 093% a99,8a208 1,716.16 501,558.24 378.56
0.875%Due:1111512017
Subtotal 500,000.00 a99,542.08 1,716.16 501,55834 378.56
MaW6ry 04/24/2017 4595OKBS8 5,0W,0.00 Intematlonal Finance Core Note 100000 5,000000.00 0.00 5,0W.W0.00 0.00
1%Due:0412al2017
CAI Transaction Ledger
Orange County Sanitation District Long Tenn -Account#10268 March 31, 2017 through June 30, 2017
Transact- Sent Iment CUSIP Q.-tia, Security Description AcqiDisp Interest
Ty, at. p6r, Yield sun.t III Total Amount Gairill-oss
Maturty 041301 9128283SO 2,500,000.00 US To.,Note 100.000 2,500,000.00 0.00 2,5W WO.00 0.00
0.875%Due:wMM17
M9Wnty OSIWO17 0WWTL%8 800,00000 Bank of America Note 10o000 600,00000 0.00 600,00000 000
Due:OMM017
Maturity 06115I2017 94981 500,ikam Wells Fargo Bank Callable Note OMy W1512016 0. 0611512017 100.000 500.000.00 0.00 500,000.00 0.00
Subtotal 8,600,000.00 816001000.00 0.00 8,600,000.00 0.00
TOTAL DISPOSITIONS 12,685,102.76 H,684.94d.8d 11d,977.50 12,799.922.I0 378.56
CAI Transaction Ledger
Orange County Sanitation District Liquid -Account#10282 March 31, 2017 through June 30, 2017
T Security Description Ace, I., Interest
ye. Due YI.Id Amount PurlSold Total Amount GamiLoses
UISITIONS
PumM1ase 0410712017 89233GTF3 1000,000.00 Toyota Motor Crcd,t Dismuni CP 098%Due 0611512017 gg,g12 1.00% 998,121.6] 0.00 990,121.6] 0.00
:
Purchase OW102017 89113WEH 1.OW.W000 Toronto Dominion NY Yankee CD
1.2%Due 07/13201) 100023 110% 1.OW.234.59 9.OW.W 1,OW.234.59 000
:
Purchase OW11M1] 36960LTF2 1,003,W0.00 General Electric CO Discount CP 085%Due:0WlW2017 89.867 0.89% 988,465.28 0.00 998,465.28 0.00
Purchase OWIM017 31398ADM1 W7.0W.W FNIM Note 100.753 0.84% 661,947.21 11.771.25 673,718.46 0.00
5.375%Due:OWI=017
Purchase OW12=17 47816DA07 1,OW,W0.00 Johnson B Johnson Nate 101.531 1,W% 1,015,310.00 8,787.W 1,0N,07.50 0.00
5.55%Due:0WW2017
Purchase OWIW017 3137EAMS 2,OW,W000 FHLMC Note 100040 085% 2,000,86000 4,166.67 2,00,02867 0.00
1%Due:0)20/2017
Purchase OW132017 912828WPI 2,SW,W0.00 US Treasury Note 10D.020 076% 2,5W,496.66 7,15144 2,507,648.10 0.00
0.875%Due:O6/1 MUl7
Purchase 04417aD17 46625HGYO lJow,W0.00 JP Mogan Chose Note 103.260 157% 1,032,WO.00 15,33133 1,W,933.33 0.00
6%Due:01/1 W2018
Purchase OWIM017 313385GR1 WO.OW00 FHLB Discount Nate 99.886 ON% 599.315.33 ON 599.315.33 0.00
0.79%Due:0WOW2017
PurcM1ase O4J202017 912828WP1 7,51)(3,1)1 US Treasury Note 100.020 014% 7,501,488.97 22,716.35 7,524,208.32 0.00
0.875%Due:06/152017
Purchase 04212017 W538BUR2 1.SW.W000 Bank of Tekyo Mitsuhishl NY Discount CP 99.704 114% 1,495,56667 ON 1,495,56667 0.00
1.12%Due:0712512017
Purchase O421/2017 313385JK3 10,0w,W0.00 FHW Discount Note 89.785 0.89% 9,978,513.90 ON 9,978,513.90 0.00
085%Due:07121/2017
Purchase 04212017 89233GUK0 1,9W,W0.00 Toyela Mohr Credit Discount CP 99.750 1.03% 1,895,255.81 ON 1,895,255.81 0.00
1.01%Due:071IW2017
Purchase OW212017 9127961<114 5,0W,WO.00 US Treawy Btu 99.808 0.78% 4,990,331.25 O.W 4,9W,381.25 0.00
0.77%Due:0712012017
Purchase 04212017 912]96LE) 17,5W,WO.00 US T..,BILL 90883 071% 17,481,29509 O.W 17.481,29509 0.00
0.7%Due:W/152017
0111 Transaction Ledger
Orange County Sanitation District Liquid -Account#10282 March 31, 2017 through June 30, 2017
Transaction Settlement Act Cleo Interest
Type Date CUSIP Q- I,, Security Description once Yield Amount PonSold Total Amount Gairill-oc,
Purchase 04n4=17 3137EFUJ5 5,0OO,OOo.00 FHLMC Note 100.047 0.82% 5,002,350.00 11,944.44 5.014294.44 0.00
1%Due.O7AW2017
Purchase OM2]0017 31371FABA6 5100010,0000 FHLMC Note 5.125%Due W
11I17=17 2279 103% 5,113,95000 113,088.89 5227,83689 000
:
Purchase 04I27I2017 3137EADL0 2,705,030.00 FHLMC NOR 100.009 0%% 2,705,250.65 2,1%.11 2,787,416.76 0.00
1%Due:0MM017
Purchase 041201D17 313365JS6 5,0w,D30.00 FHLB Discount Note 99.792 O87% 4,999,117.92 O00 4,999,117.92 0.00
0.86%Due:0712W2017
Purchase MM017 313589JD7 12.OW,W0.00 FNMA Discount Note 99.7% 064% 11,975,525.04 ON 11,975,525.04 0.00
0.82%Due:0712612017
Purchase Offi=D17 808513AH1 1,0W,Wo.Oo Chad.SmwsE Corp Canaae NOR Cent L1012018 100.110 137% 1,001,100.00 2,166.67 1,003,266.67 0.00
1.5%Due:03110 O18
Purchase OSI03I2017 313WW07 7.0W.W000 FNMA Discount Note 99808 0,84% 6.986,52500 ON 6.9815,525,00 0.00
0.82%Due:07I26I3017
Purchase 05I0&2017 86MUMU0 1,0W,W0.00 Svenska Hentlelsbenken Yankee CD 100.002 1.17% 1,0W,019.85 97.92 1,000,117]7 0.00
1.175%Due:IMM017
Purchase OUIM017 313MWM 4,0110,W0.00 FHLB Discount Note 99.795 0.91% 3,991,800.00 ON 3,991,800.00 0.00
0.9%Due'.08M2I2017
Purchase OSIi&209 4428HPH9 1,OW,W0.00 HSBC USA Inc NOR 100.034 1.57% 1,0W,34000 5,416.67 1,01 0.00
1.625%Due:0111612018
Purchase 0&1]IID9 91131MPI 11000,00000 UPS Note WASS 124% 999158000 1.437.50 1.001,017,50 0.00
1.125%Due:IM1=17
Purchase OMM017 313385J%5 5,0W,W0.00 FHLB Discount NOR 99.849 101% 4,992,437.50 OW 4,992,437.50 0.00
0.99%Due:OWOV2017
Purchase 0MMD17 912826TS9 2,500,000.00 US Treasury Note 99868 106% 2,496,688.06 2,981 2,499,576.44 0.00
0.625%Due:09I30I201]
Purchase 00=017 912]96LU1 5.0W,W0.00 US Treasury Bill 99.730 ON% 4,986,530.00 ON 4.9%.530.00 0.00
0.97%Due:OW2112017
Purchase OWlMD17 9127981U1 8,0W,W000 US Treasury Bill 99.733 101% ],9]8,660.00 ON ],9]8,660.00 0.00
0.99%Due:09/21/2017
Purchase 06I20I2017 3135GO O 3.OW.Wit 00 FNMANWA 99,975 109% 2.999,25000 6.91667 SO%.16667 0.00
1%Due:OM7I2017
0111 Transaction Ledger
Orange County Sanitation District Liquid -Account#10282 March 31, 2017 through June 30, 2017
Transaction Settlement Art Met, interest
Type Date CUSIP Quantity S—rity Dellontion Inc. Yi'e[ld Amount Peroold Total Amount Gairill-oss
Purchase 0622=17 24422EST7 550,000.Do John Deare Capital Corp Note 1.35%Due:0111612018 99,957 143% 549,763.50 3,217.50 552,981.00 0.00
Purchase OWWO17 313386300 800101)( OO FHLB Discount Note 99907 1M% 799,25566 Ow 7W,25566 000
1.02%Due:0n2612oP
Purchase 06232017 31350OR0 3,000,000.00 FNMA Note 99.970 1,11% 2.990100.00 7,166,67 3,006,266.67 0.00
1%Due:OMDQ017
Purchase 052B1ID9 3137FADL0 2,503,030.00 FHLMC Note 99.991 1 07% 2,499,525.00 6,04187 2,505,556.67 0.00
1%Due:O92W2017
Purchase 06272017 06406HCE7 870.0110m Bank of N—York Callable NO,Coat 1 WWO17 99.927 143% 869.364.90 4.775.33 874,140.23 0.00
1.3%Due:01eZS4t018
Subtowl 130,162,000.00 130,165,959.51 247,151 130,413,110.47 0.00
TOTAL ACQUISITIONS 130,162,000.00 130.165 959 51 247.15096 130413,11047 0.00
&SPOSITIONS
Call 04/15/2017 91159HHD5 740,000.00 US Bancorp Callable Note Cant 4/15/2017 100.000 1.65% 740,000.00 5,08750 745,08750 0,00
1 65%Due OWl W2017
Subtotal 740,000.00 740,000.00 Still 745,0 7.50 0.00
MaWtlty 06NN201] 912796KQ1 10,ow bel 00 US Traeeury Bill 100.000 100oo'bol ON 100oo'bol 0.00
0.47%Doe:04MW2017
poorly 04Y20@017 89233GRU 1,000,000.00 Toyota Motor Credit Discount CP 99.669 1,0W.W0.00 0.00 1,0001W0.00 0.00
1.01%Due:0412W2017
Meant, 04202017 91998K75 15000,000.00 US Treasury Bill 100.000 15,000000.00 am 15,000000.00 0.00
0.57%Due:OV2012017
McWrry GtRtO0l7 t5950KBSS 1,000.00000 Intemstlprel Finaaco Cor,Note 100000 11000100000 000 1,0001000.00 0.00
1%Dae:04242017
Maturity 04282017 313385ER0 5,000000.00 FHIB overarm Note 100.000 5,000000.00 O.oO 5,000000.00 0.00
0.54%Doe:04/2W2017
Moody 0WlaDI7 313589FA6 4,00],0]0.00 FNMA DIacount Note 100.000 4,003,030.00 Oil 4,000,000.00 0.00
0.5,1%Due:0901/2017
batttlty OW=017 89113EM6 1,1W.00000 Toronto Deal ionn Yankee CD
1.15%Due 09O 100000 1,1 W.00000 13.335.21 1.163.33621 0.00
:
0111 Transaction Ledger
Orange County Sanitation District Liquid -Account#10282 March 31, 2017 through June 30, 2017
Transaction Settlement Act,Disp Interest
Type Data CUSIP Quantity Security Description pace Yi'*Eld Amount PorlSold Total Amount Gairill-oc,
Maturity 05I05Y2017 037833FM2 1,000,000.00 Apple Inc Note 100.000 1,000,W0.00 0.00 1,0W wo.00 0.00
105%Due:0510512017
Mercury OWWO17 3133851FE1 2,000,00000 FHLB Discount Note 100OW 2,0W.00000 000 2,000,00000 0.00
0.55%Due:MOSCOW
Maturity 051U82017 94974BFW 1,0W,W0.00 Welk Fargo Corp Note 100.0W 1,0W,W0.00 OW 1,0W,W0.00 0.00
2.1%Due:05MM17
Maturity 051IN209 08486CB59 1,0W,W0.00 Batteries Hathaway Note 100.0W 1,0W,W0.00 0.00 1,0W,WOAo 0.00
1.6%Due:05I15=7
Maturity 06I09R017 313305GR1 9.61M.W0.00 FHIB Discount No* 100.0W 9,6W,W0.00 0.00 9.6W.W0.00 0.00
0.78%Due:0WOW2017
Maturity OWlMD17 24422ESN0 1,0W,W0.00 John Deere Capital Carp Note 100.03) 1,0W,W0.00 0.0 1,0W,DI 0.00
1.125%Due:061IM017
Mummy 00=017 31390ADM1 5.157.WS00 FNM4Nate 10000 5.157.W000 O.W 5.157.W000 0.00
5.375%Due:OW12C09
MaWtlty 0&1512017 31391 1,0W,W0.00 General Electric CO Discount CP 085%Due:0811512017 89.867 1,0W,W0.00 0.03 1,0W,W0.00 0.00
Maturity 0OW017 89233GTF3 1,0W,W0.00 Toyota Motor Cre08 Discount CP 99.812 1,0W,W0.00 O.W 1,0W,W0.00 0.00
0.98%Due:0611512017
Maurity 0WI5CW7 912]WLE] 17,5W,WO.00 US To.,BlLL 100.00 17,500,W0.00 0.0) 17,500,W0.00 0.00
0.7%Due:Wn5201]
Maturity ONIW017 912028WP1 10,000,00000 US Tonaury NWe IMOW 10,000,00000 0.W 10,000,00000 0.00
0.875%Due:0611 5@01 7
Maturity 0WDC017 3137EADH9 2,0W,W0.00 FHLMC NOR 100.05) 2,003,W0.00 O.W 2,0W,W0.00 0.00
1%0ue:OMM017
Subtotal 89,407, 00.00 89,407,1)1 13.335.21 89,4211,333.21 0.00
TOTAL DISPOSITIONS 90.147.000.00 90.147.W0.00 18.4n.71 90.165.42271 0.00
c111JI Disclosure
Information contained herein is confidential. Prices are provided by IDC, an independent
pricing source. In the event IDC does not provide a price or if the price provided is not
reflective of fair market value, Chandler will obtain pricing from an alternative approved third
party pricing source in accordance with our written valuation policy and procedures. Our
valuation procedures are also disclosed in Item 5 of our Form ADV Part 2A.
Rating Agency Comparisons
A summary of investment grade ratings are listed below. More complete descriptions of
Moody's and Standard & Poor's ratings are included in the following pages.
Quality/Grade Mood 's Standard & Poor's Fitch
Best Quality Aaa AAA AAA
High Quality Aal AA+ AA+
Aa2 AA AA
Aa3 AA- AA-
Upper Medium Grade Al A+ A+
A2 A A
A3 A- A-
Medium Grade Baal BBB+ BBB+
Baa2 BBB BBB
Baa3 BBB- BBB1
Moodv's - Investment Grade
"Aaa" - Bonds rated Aaa are judged to be of the best quality. They carry the smallest
degree of investment risk. Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.
"Aa" - Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high grade
bonds. They are rated lower than the best bonds because margins of protection may not
be as large as in Aaa securities or fluctuation of protective elements may be of greater
amplitude or there may be other elements present which make the long-term risks appear
somewhat larger than in Aaa securities.
"A" - Bonds which are rated A possess many favorable investment attributes and are to
be considered as upper medium grade obligations. Factors giving security to principal and
interest are considered adequate, but elements may be present which suggest a
susceptibility to impairment sometime in the future.
Mae" - Bonds which are rated Baa are considered as medium grade obligations; i.e.,
they are neither highly protected nor poorly secured. Interest payments and principal
security appear adequate for the present but certain protective elements may be lacking
or may be characteristically unreliable over any great length of time. Such bonds lack
outstanding investment characteristics and in fact have speculative characteristics as
well.
Bonds in the As, A, and Bee are also assigned "1", "2", or "S' based on the strength of
the issue within each category. Accordingly, "At" would be the strongest group of A
securities and "AY would be the weakest A securities.
Be, B, Caa, Ca, and C - Bonds that possess one of these ratings provide questionable
protection of interest and principal ("Be" indicates some speculative elements; "B"
indicates a general lack of characteristics of desirable investment; "Caa" represents a
poor standing; "Ca" represents obligations which are speculative in a high degree; and
"C" represents the lowest rated class of bonds). "Caa", "Ca" and "C" bonds may be in
default.
Standard and Poor's-Investment Grade
AAA- Debt rated "AAA" has the highest rating assigned by S&P. Capacity to pay interest
and repay principal Is extremely strong.
AA - Debt rated "AA" has a very strong capacity to pay interest and repay principal and
differs from the highest rated issues only in small degree.
A - Debt rated "A" has a strong capacity to pay interest and repay principal although it is
somewhat more susceptible to the adverse effects of changes in circumstances and
economic conditions than debt in higher rated categories.
BBB - Debt rated "BBB" is regarded as having an adequate capacity to pay interest and
repay principal. Whereas it normally exhibits adequate protection parameters, adverse
economic conditions or changing circumstances are more likely to lead to a weakened
capacity to pay interest and repay principal for debt in this category than in higher rated
categories.
Standard and Poor's - Speculative Grade Retina
Debt rated "BB", "B", "CCC", "CC" and "C" is regarded as having predominantly
speculative characteristics with respect to capacity to pay interest and repay principal.
"BB" indicates the least degree of speculation and "C" the highest. While such debt will
likely have some quality and protective characteristics these are outweighed by major
uncertainties or major exposures to adverse conditions.
BB - Debt rated "BB" has less near-term vulnerability to default than other speculative
issues. However, it faces major ongoing uncertainties or exposure to adverse business,
financial, or economic conditions which could lead to inadequate capacity to meet timely
interest and principal payments. The "BB" rating category is also used for debt
subordinated to senior debt that is assigned an actual or implied "BBB" rating.
B - Debt rated "B" has a greater vulnerability to default but currently has the capacity to
meet interest payments and principal repayments. Adverse business, financial, or
economic conditions will likely impair capacity or willingness to pay interest and repay
principal. The "B" rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied "BB" or"BB" rating.
CCC - Debt rated "CCC' has a currently identifiable vulnerability to default, and is
dependent upon favorable business, financial, and economic conditions to meet timely
payment of interest and repayment of principal. In the event of adverse business,
financial, or economic conditions, it is not likely to have the capacity to pay interest and
repay principal. The "CCC' rating category is also used for debt subordinated to senior
debt that is assigned an actual or implied "B" or"B" rating.
CC - The rating "CC' typically is applied to debt subordinated to senior debt that is
assigned an actual or implied "CCC' debt rating.
C-The rating"C'typically is applied to debt subordinated to senior debt which is assigned
an actual or implied "CCC" debt rating. The "C' rating may be used to cover a situation
where a bankruptcy petition has been filed, but debt service payments are continued.
Cl -The rating "Cl" is reserved for income bonds on which no interest is being paid.
D - Debt rated "D" is in payment default. The "D" rating category is used when interest
payments or principal payments are not made on the date due even if the applicable grace
period has not expired, unless S&P believes that such payments will be made during such
grace period. The "D" rating also will be used upon the filing of a bankruptcy petition if
debt service payments are jeopardized.
Plus (+) or Minus (-) - The ratings from "AA" to "CCC' may be modified by the addition
of a plus or minus sign to show relative standing within the major rating categories.
NR-Indicates no rating has been requested,that there is insufficient information on which
to base a rating, or that S&P does not rate a particular type of obligation as a matter of
policy.
BOARD OF DIRECTORS Meeting Date TOBE.Or Dir.
o8/zs/v
AGENDA REPORT ItemNumber IemNumber
s
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Lorenzo Tyner, Director of Administrative Services
SUBJECT: COLLECTION OF SEWER SERVICE CHARGES VIA THE TAX ROLL
GENERAL MANAGER'S RECOMMENDATION
A. Conduct a public hearing to receive input on a report filed with the Clerk of the
Board entitled "Sewer Service Charges for Collection on Tax Rolls for Fiscal Year
2017-18"
1. Open the public hearing
2. Receive staff report and recommendations
3. Report of written communications by Clerk of the Board
4. Public Comment
5 Close Public Hearing
6 Discussion by the Board of Directors
B. Unless there is a majority protest, adopt the report,which has the assessor's parcel
numbers and amount of charges for collection on the tax rolls;
C. Adopt Resolution No. OCSD 17-14 entitled, "A Resolution of the Board of Directors
of the Orange County Sanitation District adopting the Report proposing to collect
Sewer Service Fees on the Tax Roll for Fiscal Year 2017/2018";
D. Direct staff to file a certified copy of the adopted report and resolution with the
County Auditor-Controller; and
E. Direct staff to coordinate collection of sanitary sewer service charges on the
general Orange County tax rolls with the County Auditor-Controller, Assessor, and
Tax Collector.
BACKGROUND
Sections 5473 and 5473.1 of the State Health and Safety Codes allow the Orange County
Sanitation District (Sanitation District) to collect the Sanitary Sewer Service Charges on
the County's Property Tax Roll. The Sanitation District has exercised this option in the
past because it has proven to be a cost-effective method of collection. To collect the
charges on the tax roll it is necessary annually to:
1. File a report with the Clerk of the Board identifying each parcel of real property
receiving the Sanitation District's services and the amount of the charge; and
2. Provide notice and conduct a public hearing on the report.
Page 1 of 2
RELEVANT STANDARDS
• Maintain a culture of improving efficiency
• Cost-effective and most efficient method to collect sewer service fees
PROBLEM
The California Health and Safety Code requires a public hearing on the annual report of
charges and mechanism to collect sewer fees.
PROPOSED SOLUTION
Provide notice of and hold a public hearing on annual charges and adopt a resolution
directing the County Tax Collector-Treasurer to include local and regional sanitary sewer
service charges on the tax roll.
TIMING CONCERNS
Special Assessments are due to the County Auditor-Controller in August to be included
on the tax roll.
RAMIFICATIONS OF NOT TAKING ACTION
Approximately $305 million of sanitary sewer service charges would not be collected on
the County tax roll.
PRIOR COMMITTEE/BOARD ACTIONS
Similar hearings are conducted annually to enable the Sanitation District to collect local
and regional sanitary sewer service charges via special assessments on the tax roll.
FINANCIAL CONSIDERATIONS
Collecting sanitary sewer service charges on the County tax roll is the most efficient and
cost-effective way of collecting these charges from property owners.
ATTACHMENTS
The following attachment(s)are included in hard copy and may also be viewed on-line at the OCSD website
(www.ocsd.coml with the complete agenda package:
• Resolution No. OCSD 17-14
• "Sewer Service Charges for Collection on Tax Rolls for Fiscal Year 2017-1 S" filed
electronically in the Clerk of the Board's office (11,700 pages)
Page 2 of 2
RESOLUTION NO. OCSD 17-14
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
ORANGE COUNTY SANITATION DISTRICT ADOPTING THE
REPORT PROPOSING TO COLLECT SEWER SERVICE
FEES ON THE TAX ROLL FOR FISCAL YEAR 2017/2018
WHEREAS, California Health and Safety Code sections 5473 et seq. authorize the
Orange County Sanitation District (Sanitation District) to adopt an ordinance by a
two-thirds vote of the Board of Directors of the Sanitation District to collect sewer service
fees on the tax roll, in the same manner and at the same time as the general taxes; and
WHEREAS, on March 27, 2013, the Board of Directors adopted Ordinance
No. OCSD-41, an ordinance establishing sanitary sewer service charges and allowing for
the collection of such sanitary sewer service charges ('Regional Sewer Fees") on the tax
roll, in the same manner, by the same persons, and at the same time as, together with,
and not separate from, its general taxes; and
WHEREAS, on May 22, 2013, the Board of Directors adopted Ordinance
No. OCSD-43, an ordinance establishing local sanitary sewer service charges for
customers receiving local sanitary sewer service in former revenue area 7 and allowing
for the collection of such local sanitary sewer service charges ("Local Sewer Fees") on
the tax roll, in the same manner, by the same persons, and at the same time as, together
with, and not separate from, its general taxes; and
WHEREAS, pursuant to California Health and Safety Code sections 5473 et seq.,
a written report (the 'Report"), a copy of which is filed electronically with the Clerk of the
Board of Directors of the Sanitation District and by this reference incorporated herein,
describing each parcel of real property subject to said Regional Sewer Fees and Local
Sewer Fees, including the amount of said charges to be imposed thereon for Fiscal Year
2017-2018; and
WHEREAS, the District has caused notice of the filing of the Report to be published
and has given notice of the hearing to consider such Report in accordance with California
Health and Safety Code section 5473.1; and
WHEREAS, the Board of Directors has heard and considered all objections and
protests to the Report and has determined and hereby finds that protests have not been
made by the owner of a majority of the separate parcels of property described in the
Report; and
WHEREAS, the Board of Directors has determined to adopt the Report and collect
the Regional Sewer Fees and the Local Sewer Fees on the tax roll, which fees shall
constitute a lien against the parcels or parcels of land described in the Report in
accordance with California Health and Safety Code sections 5473 at. seq.
837661.1 OCSD 17-14-1
NOW, THEREFORE, the Board of Directors of the Orange County Sanitation
District, DOES HEREBY RESOLVE, DETERMINE, AND ORDER:
Section 1: The above recitals are true and correct.
Section 2: The Report as presented is hereby adopted.
Section 3: The Clerk of the Board, or the designee, is hereby directed to file a
copy of the Report with the Orange County Auditor's Office, together with a statement
endorsed thereon over his/her signature that the Report has been adopted by the Board
of Directors of the Sanitation District and shall request that said Regional Sewer Fees
and Local Sewer Fees be entered against the respective parcels of land as they appear
on the current assessment roll pursuant to California Health and Safety Code sections
5473 et seq.
Section 4: That pursuant to California Health & Safety Code Section 5473, this
Resolution shall remain in full force and effect until amended or repealed, or until such
time as the rates of sanitary sewer service charges, as established by Ordinance Nos.
OCSD41 and OCSD43, are changed by increasing the annual rate.
Section 5: That the General Manager, or his designee, is hereby authorized and
directed to execute any necessary documents or agreements to affect the order set forth
in Section 3 herein.
PASSED AND ADOPTED at a regular meeting of the Board of Directors held
August 23, 2017.
Gregory C. Sebourn, PLS
Chairman of the Board of Directors
ATTEST:
Kelly A. Lore
Clerk of the Board
837661.1 OCSD 17-14-2
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. OCSD 17-14 was passed and
adopted at a regular meeting of said Board on the 23r' day of August, 2017, 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 this 2V day of August, 2017.
Kelly A. Lore
Clerk of the Board of Directors
Orange County Sanitation District
837661.1 OCSD 17-14-3
STEERING COMMITTEE Melting Dat0 TOBE.Or Dir.
os/zs/I7 oB/zs/v
AGENDA REPORT Item Item Number
2 fi
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Rob Thompson, Director of Engineering
SUBJECT: BANDILIER CIRCLE PROPERTY LEASE
GENERAL MANAGER'S RECOMMENDATION
Approve the Lease Agreement with the Dickler Corporation, DBA Chefs Toys,for Orange
County Sanitation District's real property located at 18484 Bandilier Circle, Fountain
Valley, California, in an as-is condition, commencing August 24, 2017 through
March 31, 2019, at a lease rate of $13,500 per month for the first 12 months, and
increasing to $15,000 per month for the balance of the term, in a form approved by
General Counsel.
BACKGROUND
In February 2017, the Orange County Sanitation District (Sanitation District) purchased
the property at 18484 Bandilier Circle in Fountain Valley across the street from the current
Administration Building. The property is currently vacant.
Staff was approached with an unsolicited offer from Chef's Toys, represented by Lee and
Associates, through the Sanitation District's representative Cushman & Wakefield, to
lease the warehouse space for a term of just over 19 months. The lease rate would be
$13,500 per month for the first 12 months, increasing to $15,000 per month for the
balance of the term. The total projected revenue is $270,483.87.
The tenant will accept the building in an as-is condition. The tenant will pay all utilities
and provide its own janitorial services and alarm system. The Sanitation District will
continue to provide landscape maintenance in conjunction with its other property. The
tenant would be prohibited from any and all public uses, warehouse sales, or public cash
and carry sales.
RELEVANT STANDARDS
• Protection of Orange County Sanitation District assets
PROBLEM
Vacant properties invite opportunities for vandalism and other security problems. The
Sanitation District has experienced several incidents in its short term of ownership of this
parcel. Additionally, the property is not realizing its potential revenue generation without
a tenant.
Page 1 of 2
PROPOSED SOLUTION
Leasing the building would increase visibility of activity and discourage vandalism and
loitering in the area. The tenant would be responsible for all security and interior janitorial
services. In addition, the Sanitation District would be collecting revenue while eliminating
security and janitorial services. The timing and length of the lease work well with future
demolition and construction timelines.
TIMING CONCERNS
The proposed tenant would like to take possession of the warehouse as soon as possible
and has requested occupancy immediately following approval by the Board of Directors.
RAMIFICATIONS OF NOT TAKING ACTION
The proposed tenant would have to make alternative plans for warehouse space and the
Sanitation District could lose a viable tenant.
PRIOR COMMITTEE/BOARD ACTIONS
November 2016 — Property acquisition for 18475 Pacific Avenue and 18484 Bandilier
Circle, Fountain Valley, California.
ADDITIONAL INFORMATION
The assessor parcel is 18484 Bandilier Circle; however, the street address and utility
connections are associated with 18480 Bandilier Circle.
CEQA
N/A
FINANCIAL CONSIDERATIONS
The Sanitation District will provide a one-time commission fee of$16,229.03 (6%) of the
total lease value of$270,483.87, with an equally agreed upon split between the two real
estate firms.
This request complies with authority levels of the Sanitation District's Purchasing
Ordinance.
ATTACHMENT
The following attachment(s)is included in hard copy and may also be viewed on-line at the OCSD website
(www.ocsd.corn with the complete agenda package:
• Commercial Lease Agreement between Orange County Sanitation District and
Chef's Toys
Page 2 of 2
OCSD COMMERCIAL LEASE- BANDILIER PROPERTY LEASE
BY AND BETWEEN THE ORANGE COUNTY SANITATION DISTRICT
AND THE DICKLER CORPORATION,DBA CHEFS TOYS
1. General Provisions("General Provisions").
1.1. Parties: This Lease ("Lease"), entered into this day of TWENTY-FOURTH (24T") day of August
2017,is made by and between the Orange County Sanitation District("Lessor")and The Dickler
Corporation, dba Chef's Toys ("Lessee"). Lessor and Lessee shall be referred to herein
collectively as the"Parties,'or individually as a"Party".
1.2. Premises: That Certain real property, including all improvements thereon, under the terms of this
Lease,and commonly known as 18484 Bandilier Circle,located in the City of Fountain Valley,County
of Orange, State of California, commonly referred to as 18480 Bandilier Circle, comprised of a part
of a commercial building approximately 24,073 square feet ("Premises"), a depiction of which is
attached hereto as Attachment"1."
1.3. Term: Nineteen(19)months and eight(8)days("Original Tenn")commencing on August 24,2017
("Commencement Date")and ending March 31,2019("Expiration Date").
1.4. Rent: Lessee shall pay to Lessor rent on a modified gross basis in the amount stated in the table
below ("Monthly Base Rent") which excludes payments for building utility costs, security, and
janitorial costs, all of which are the responsibility of the Lessee. All monetary obligations of Lessee
to Lessor as described in this Paragraph are deemed to be and shall be referred to herein as rent
("Rent").
DATE MONTHLY BASE RENT
August 24,2017—August 31,2017 $3,483.87 or$435.48 per day)
September 1,2017—August 31,2018 $13,500 or$450.00 per day)
September 1,2018—March 31,2018 $15,000
1.5.. Initial Rent and Security Deposit Paid Upon Execution: Lessee shall deposit with Lessor the
Monthly Base Rent for last eight days of August 2017 and the Monthly Base Rent for September
2017 in the total amount of sixteen thousand nine hundred eighty-three dollars and eighty-seven
cents ($16,983.87) and a Security Deposit in the amount of fifteen thousand dollars $15,000.00
("Security Deposit")upon execution of the Lease Agreement
1.6. Agreed Use: Lessor agrees to Lease the Premises to Lessee for the sole purpose of a warehouse
for storage of restaurant equipment and for any related uses thereto. (See also Paragraph 5). Any
and all public uses,warehouse sales,or public cash and carry sales are strictly prohibited.
1.7. Real Estate Brokers:
(a) Representation: The following real estate brokers represent Lessee exclusively
("Lessee's Broker"). Lessee's Broker can be contacted at:
Brokerage Firm: Lee 8 Associates
Attn: Jim Snyder
Title: Senior Vice President
Address: 100 Bayview Circle
Newport Beach,CA 92660
Telephone: (949)724-4731
Facsimile: (949)623-6331
Federal ID No: 01197433
Broker/Agent DIRE Lic. #00872220
1262100.1
The following real estate brokers (Lessor's Brokers) represent Lessor exclusively ("Lessor's
Broker").Lessors Broker can be contacted at:
Brokerage Firm: Cushman&Wakefield
Attn: John Gallivan
Title: Executive Director
Address: 2020 Main Street, Suite 1000
Irvine, CA 92614
Telephone: (949)955-7647
Facsimile: (949)474-0405
Federal ID No: 13-2899582
Broker/Agent ORE Lic. #01096309
(b) Payment to Brokers: Upon execution and delivery of this Lease by both
Parties, Lessor shall pay a total brokerage fee of six percent (6%) %)of the total Monthly Base
Rent payable for the Original Term which shall be divided three and one quarter percent(3.25%)
to Lessee's Broker,for the brokerage services rendered by Lessee's Broker, and two and three
quarters percent (2.75%) to Lessor's Broker for the brokerage services rendered by Lessors
Broker.
2. Premises.
2.1. Leasing.Lessor hereby leases to Lessee,and Lessee hereby leases from Lessor,the Premises,for
the Term, at the Rent, and upon all of the terms, covenants and conditions set forth in this Lease.
While the approximate square footage of the Premises may have been used in the marketing of the
Premises,the Base Rent stated herein is NOT tied to square footage and is not subject to adjustment
should the actual size be determined to be different.Lessee is to verify the actual size of the Premises
prior to executing this Lease.
2.2. Condition. Lessee acknowledges and accepts the Premises in an "AS-IS" condition. Unless
otherwise stated in Paragraph 2.5 herein, Lessor shall deliver the Premises to Lessee in an"AS-
IS"Condition on the Commencement Date so long as the required service contracts described in
Paragraph 6.1(b) below are obtained by Lessee and in effect within thirty days of the
Commencement Date. Lessor makes no warranties (a)that the existing electrical, plumbing, fire
sprinkler,lighting,heating,ventilating and air conditioning systems("HVAC"),loading doors,sump
pumps,if any,roofing,and all other such elements in the Premises,are in good operating condition
on said Commencement Date, (b) that the structural elements of the roof, bearing walls and
foundation of any buildings on the Premises(the"Building")are free of material defects,or(c)that
the Premises do not contain hazardous levels of any mold or fungi defined as toxic under
applicable state or federal law.
2.3. No Warranties.Lessor makes no warranties conceming the improvements on the Premises.Lessee
shall be responsible for any modifications which may be required by the Americans with Disabilities
Act or any similar laws as a result of Lessee's use, or to any Alterations or Utility Installations (as
defined in Paragraph 6.3(a)) made or to be made by Lessee. NOTE: Lessee is responsible for
determining whether or not the Applicable Requirements, and especially the zoning, are appropriate
for Lessee's intended use, and acknowledges that past uses of the Premises may no longer be
allowed.If Lessee is required to make any changes or modifications to the Premises so as to comply
with building codes, applicable laws, covenants or restrictions of record, regulations and ordinances
during the Term of this Lease ("Capital Expenditure"), Leases shall be fully responsible for the cost
thereof.
2.4. Acknowledgements. Lessee acknowledges that: (a) it has been given an opportunity to inspect,
evaluate and measure the Premises, (b)it has been advised by Lessor and/or Brokers to satisfy itself
with respect to the size and condition of the Premises(including but not limited to the electrical, HVAC
and fire sprinkler systems, security, environmental aspects, and compliance with applicable laws and
regulations and the Americans with Disabilities Act), and the suitability of the Premises for Lessee's
intended use, (c) Lessee has made such investigation and evaluation as it deems necessary with
reference to such matters and assumes all responsibility therefor as the same relates to its occupancy
and use of the Premises,(d)Lessee is not relying on any representation as to the size or condition of the
Premises made by Brokers or Lessor, (e) the square footage of the Premises was not material to
Lessee's decision to lease the Premises and pay the Rent stated herein,and(f)neither Lessor,Lessor's
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agents, nor Brokers have made any oral or written representations or warranties with respect to the
above referenced matters other than as set forth in this Lease.In addition,Lessor acknowledges that(i)
Brokers have made no representations,promises or warranties concerning Lessee's ability to honor the
Lease or Lessee's suitability to occupy the Premises;and(ii)it is Lessofs sole responsibility to investigate
the financial capability and/or suitability of Lessee.
2.5. Lessor's Responsibility. Lessor is leasing the Premises in an"AS-IS"condition. Lessor takes no
responsibility for the condition of the Premises or any repairs or maintenance required for the allowed
use of the Premises by Lessee. Unless otherwise specified herein, Lessor shall not be responsible
for any other repairs or improvements to the Premises.
2.6. Lessee's Responsibility.Lessee is leasing the Premises in an"AS-IS"condition.Lessee may repair
and maintain the Premises at its own cost.
3. Term.
3.1. Term.The Commencement Date, Expiration Date,and Original Term of this Lease are as specified
in Paragraph 1.3. Lessor and Lessee may mutually agree in writing, signed by both Parties, to
terminate this Lease prior to the Expiration Date.
3.2. Delay In Possession.If Lessor is unable to deliver possession by the Commencement Dale,Lessor
shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or
change the Expiration Date. Lessee shall not,however, be obligated to pay Rent or perform its other
obligations until Lessor delivers possession of the Premises
3.3. Lessee Compliance.Lessor shall not be required to deliver possession of the Premises to Lessee
until Lessee complies with its obligation to provide evidence of insurance (Paragraph 8). Pending
delivery of such evidence,Lessee shall be required to perform all of its obligations under this Lease
from and after the Commencement Date, including the payment of Rent, notwithstanding Lessor's
election to withhold possession pending receipt of such evidence of insurance. Furthermore, if
Lessee is required to perform any other conditions prior to or concurrent with the Commencement
Date,the Commencement Data shall occur but Lessor may elect to withhold possession until such
conditions are satisfied.
3.4. No Right To Holdover. Lessee has no right to retain possession of the Premises or any part
thereof beyond the expiration or termination of this Lease. In the event that Lessee continues to
occupy the Premises beyond the expiration or terrnination of the Lease,then Lessee shall become
a tenant-at-sufferance only,and the Base Rent shall be increased to either 150%of the Base Rent
applicable immediately preceding the expiration or termination of the Lease, or 150%of the market
rental rate for the Premises,whichever is greater. Nothing contained herein shall be construed as
consent by Lessor to any holding over by Lessee,and Lessee shall be responsible for all damages
to Lessor caused by any such holdover(including consequential damages).
4. Rent.
4.1. Rent Defined.All monetary obligations of Lessee to Lessor under the terms of this Lease as set
forth in Paragraph 1.4 herein are deemed to be Rent.
4.2. Payment. Lessee shall pay Lessor Rent on or before the day on which it is due,which is no later
than the first day of each month.All Rent payments shall be made in the amounts stated in Sectiori
above. Rent for any period during the Term of this Lease, which is for less than one full calendar
month,shall be prorated based upon the actual number of days of said month.Payment of Rent shall
be made to Lessor at:
Orange County Sanitation District
Attn:Angela Brandt
Post Office Box 8127
Fountain Valley,CA 92728-8127
Lessor may,from time to time, designate in writing a different person or place to make payments.
Acceptance of a payment which is less than the amount then due shall not be a waiver of Lessor's
rights to the balance of such Rent, regardless of Lessofs endorsement of any check so stating. In
the event that any check, draft, or other instrument of payment given by Lessee to Lessor is
dishonored for any reason, Lessee agrees to pay to Lessor the sum of$25 in addition to any Late
Charge, and Lessor, at its option, may require all future Rent be paid by cashier's check. Payments
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will be applied first to accrued late charges and attorneys'fees, second to accrued interest,then to
Base Rent,and any remaining amount to any other outstanding charges or costs.
4.3. Late Charge.Lessee acknowledges that late payment of Rent or other sums due will cause Lessor
to incur costs, the exact amount of which will be difficult to ascertain. Accordingly, if any Rent
payment or any other sum due from the Lessee is not received by Lessor within ten (10) days of
the date on which it is due, Lessee shall pay to Lessor, in addition to the Rent due and any other
amounts owing, the lesser of the maximum amount allowed by law or ten percent (10%of such
overdue amount. In addition,Lessee shall pay Lessor any attomeys'fees or notice/process service
fees incurred by Lessor by reason of Lessee's failure to pay Rent or other charges when due
hereunder. In addition, all unpaid amounts shall accrue interest at the lesser of the maximum rate
allowed by law or 10%per annum until paid.
S. Use.
5.1. Use.Lessee shall use and occupy the Premises only for the Agreed Use,or any other legal use which
is reasonably comparable to the Agreed Use,and for no other purpose.Lessee shall not cause or permit
the Premises to be used in any way which (i) constitutes a violation of any law, ordinance, or
governmental regulation or order regulating the manner of use by Lessee of the Premises (including,
without limitation,any law ordinance,regulation or order relating to Hazardous Materials),(it)constitutes
a nuisance or waste,or fill)increases the cost of any insurance relating to the Premises paid by Lessor.
Lessee shall obtain,at its sole cost and expense,all governmental permits,licenses and authorizations
of whatever nature required by any governmental agencies having jurisdiction over Lessee's use of the
Premises. Further, Lessee, at its sole cost, will comply with all applicable governmental laws and
regulations in connection with its operations within the City of Fountain Valley. Lessee will also comply
with any and all reasonable rules and regulations promulgated by Lessor.No signage shall be installed
on the Premises or within the City of Fountain Valley without receipt of the prior written approval of
Lessor.Other than guide,signal and seeini dogs,Lessee shall not keep or allow in the Premises
any pets,animals,birds,fish,or reptiles.
5.2. Hazardous Substances.
(a) Reportable Uses Require Consent.The term"Hazardous Substance"as used
in this Lease shall mean flammable items, explosives, radioactive materials, hazardous or toxic
substances, material or waste or related materials, including any substances defined as or included
in the definition of"hazardous substances", "hazardous wastes", "hazardous materials" or "toxic
substances" now or subsequently regulated under any applicable federal, state or local laws or
regulations, including without limitation petroleum-based products, hydrocarbons,gasoline, and/or
crude oil, paints, solvents, lead, cyanide, DDT, acids, pesticides, ammonia compounds and other
chemical products, asbestos, PCBs and similar compounds, by-products or fractions thereof, and
including any different products and materials which are subsequently found to have adverse effects
on the environment or the health and safety of person,and any product,substance,or waste whose
presence, use, manufacture, disposal, transportation, or release, either by itself or in combination
with other materials expected to be on the Premises, is either: (i)potentially injurious to the public
health, safety or welfare, the environment or the Premises, (ii) regulated or monitored by any
governmental authority, or(ill) a basis for potential liability of Lessor to any governmental agency
or third party under any applicable statute or common law theory. Lessee shall not engage in any
activity in or on the Premises which constitutes a Reportable Use of Hazardous Substances without
the express prior written consent of Lessor and timely compliance (at Lessee's expense)with all
applicable laws and regulations. "Reportable Use" shall mean (i) the installation or use of any
above or below ground storage tank, (ill the generation, possession, storage, use, transportation,
or disposal of a Hazardous Substance that requires a permit from,or with respect to which a report,
notice, registration or business plan is required to be fled with,any governmental authority, and/or
(ill)the presence at the Premises of a Hazardous Substance with respect to which any applicable
laws and requires that a notice be given to persons entering or occupying the Premises or
neighboring properties.Notwithstanding the foregoing,Lessee may use any ordinary and customary
materials reasonably required to be used in the normal course of the Agreed Use, ordinary office
supplies (copier toner, liquid paper, glue, etc.)and common household cleaning materials, so long
as such use is in compliance with all applicable laws and regulations, is not a Reportable Use,and
does not expose the Premises or neighboring property to any meaningful risk of contamination or
damage or expose Lessor to any liability therefor. In addition, Lessor may condition its consent to
any Reportable Use upon receiving such additional assurances as Lessor reasonably deems
necessary to protect itself, the public, the Premises and/or the environment against damage,
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contamination, injury and/or liability, including,but not limited to,the installation(and removal on or
before the expiration or termination of the Lease) of protective modifications (such as concrete
encasements).
(b) Duty to Inform Lessor. If Lessee knows, or has reasonable cause to believe,
that a Hazardous Substance has come to be located in,on,under or about the Premises,other than
as previously consented to by Lessor, Lessee shall immediately give written notice of such fact to
Lessor,and provide Lessor with a copy of any report, notice,claim or other documentation which it
has concerning the presence of such Hazardous Substance.
(c) Lessee Remedialion.Lessee shall not cause or permit any Hazardous Substance
to be spilled or released in, on, under, or about the Premises (including through the plumbing or
sanitary sewer system)and shall promptly,at Lessee's sole expense,comply with all applicable laws
and regulations and take all investigatory and/or remedial action reasonably recommended,whether
or not formally ordered or required,for the cleanup of any contamination of,and for the maintenance,
security and/or monitoring of the Premises or neighboring properties,that was caused or materially
contributed to by Lessee, or pertaining to or involving any Hazardous Substance brought onto the
Premises during the term of this Lease,by or for Lessee,or any third party.The obligations contained
in this Paragraph shall survive the expiration or termination of this Lease.
(d) Lessee Indemnification. Lessee shall indemnify, defend and hold Lessor, its
directors,officers,agents,employees,lenders and ground lessor,if any,hamiless from and against
any and all loss of rents and/or damages, liabilities,judgments, claims, expenses, penalties, and
attorneys'and consultants'fees arising out of or involving any Hazardous Substance brought onto
the Premises by or for Lessee, or any third party (provided, however, that Lessee shall have no
liability under this Lease with respect to underground migration of any Hazardous Substance under
the Premises from adjacent properties not caused or contributed to by Lessee).Lessee's obligations
shall include, but not be limited to,the effects of any contamination or injury to person, property or
the environment created or suffered by Lessee,and the cost of investigation, removal,remediation,
restoration and/or abatement, and shall survive the expiration or termination of this Lease. No
termination, cancellation or release agreement entered into by Lessor and Lessee shall release
Lessee from its obligations under this Lease with respect to Hazardous Substances, unless
specifically so agreed by both Parties in writing at the time of such agreement.
(a) Lessor Indemnification.Lessor and its successors and assigns shall indemnify,
defend,reimburse and hold Lessee,its employees and lenders,harmless from and against any and
all environmental damages, claims, and/or actions, including the cost of remediation,which result
from Hazardous Substances which existed on the Premises prior to Lessee's occupancy or which
are caused by the gross negligence or willful misconduct of Lessor, its agents or employees.
Lessor's obligations,as and when required by the applicable laws and regulations,shall include,but
not be limited to,the cost of investigation, removal,remediation, restoration and/or abatement, and
shall survive the expiration or termination of this Lease.
(f) Investigations and Remedialions.Lessor shall retain the responsibility and pay
for any investigations or remediation measures required by governmental entities having jurisdiction
with respect to the existence of Hazardous Substances on the Premises prior to Lessee's occupancy,
unless such remediation measure is required as a result of Lessee's use(including"Alterations",as
defined in paragraph 6.3(a) below)of the Premises, in which event Lessee shall be responsible for
such payment.Lessee shall cooperate fully in any such activities at the request of Lessor,including
allowing Lessor and Lessors agents to have reasonable access to the Premises at reasonable times
in order to carry out Lessors investigative and remedial responsibilities.
5.3. Lessee's Compliance with Applicable Laws and Regulations. Except as otherwise provided in
this Lease,Lessee shall,at Lessee's sole expense,fully,diligently and in a timely manner,materially
comply with federal, state, and local laws, regulations, and ordinances ("Applicable
Requirements"), the requirements of any applicable fire insurance underwriter or rating bureau,
and the recommendations of Lessors engineers and/or consultants,without regard to whether such
Applicable Requirements are now in effect or become effective after the Commencement Dale.
Lessee shall,within 10 days after receipt of Lessors written request, provide Lessor with copies of
all permits and other documents, and other information evidencing Lessee's compliance with any
Applicable Requirements specified by Lessor, and shall immediately upon receipt, notify Lessor in
writing (with copies of any documents involved)of any threatened or actual claim, notice, citation,
warning,complaint or report pertaining to or involving the failure of Lessee or the Premises to comply
with any Applicable Requirements.Likewise,Lessee shall immediately give written notice to Lessor
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of: (i)any water damage to the Premises and any suspected seepage, pooling,dampness or other
condition conducive to the production of mold;or(ii)any mustiness or other odors that might indicate
the presence of mold in the Premises.
5.4. Inspection; Compliance. Lessor and Lessors agents and/or consultants shall have the right to
enter into and upon the Premises at any time, in the case of an emergency, and otherwise at
reasonable times after reasonable notice,for the purpose of inspecting the condition of the Premises
and for verifying compliance by Lessee with this Lease. The cost of any such inspections shall be
paid by Lessor. In the event an inspection is required as a result of a violation of Applicable
Requirements, or a Hazardous Substance on, in, under, or upon the Premises is found to exist or
be imminent, or the inspection is requested or ordered by a governmental authority, Lessee shall
upon written request by Lessor, reimburse Lessor for the cost of such inspection, so long as such
inspection is reasonably related to the violation or contamination. In addition, Lessee shall provide
copies of all relevant material safety data sheets(MSDS)to Lessor within 10 days of the receipt of
a written request therefor.
6. Maintenance; Repairs,Utility Installations;Trade Fixtures and Alterations.
6.1. Lessee's Obligations.
(a) Unless otherwise expressly provided for herein, Lessee shall be responsible for
utility costs for electricity and water and shall provide its own security for the Premises, and, at
Lessee's sole expense,keep the Premises,Utility Installations(intended for Lessee's exclusive use,
no matter where located), and Alterations in good order, condition and repair(whether or not the
portion of the Premises requiring repairs, or the means of repairing the same, are reasonably or
readily accessible to Lessee, and whether or not the need for such repairs occurs as a result of
Lessee's use or any prior use), including, but not limited to, all equipment or facilities, such as
plumbing, HVAC equipment, electrical, lighting facilities, fire protection system, fixtures, walls
(interior and exterior), foundations, ceilings, roofs, roof drainage systems, floors, windows, doors,
plate glass,skylights,landscaping,driveways, parking lots,fences,retaining walls,signs,sidewalks
and parkways located in,on,or adjacent to the Premises.Lessee,in keeping the Premises in good
order, condition and repair, shall exercise and perform good maintenance practices, specifically
including the procurement and maintenance of the service contracts required by Paragraph 6.1(b)
below. Lessee's obligations shall include restorations, replacements or renewals when necessary
to keep the Premises and all improvements thereon or a part thereof in good order,condition and
state of repair. Lessee shall, during the term of this Lease, keep the exterior appearance of the
Building in a first-class condition (including, e.g. graffiti removal) consistent with the exterior
appearance of other similar facilities of comparable age and size in the vicinity, including, when
necessary,the exterior repainting of the Building.Lessee may,upon written consent of Lessor,make
changes and/or alternations to the interior and exterior portions of the Building consistent with all
Applicable Requirements. Lessee may return the Premises in the same condition as received.
Lessee is not responsible for any structural failure or subfloor plumbing failure if failure is related
solely to age and/or circumstances entirely outside of Lessee's control.
(b) Service Contracts. Lessee shall, at Lessee's sole expense, procure and
maintain contracts, with copies to Lessor, with contractors specializing and experienced in the
maintenance of the following equipment and improvements, if any, if and when installed on the
Premises: (i) HVAC equipment, (ii) fire extinguishing systems, including fire alarm and/or smoke
detection, (III) landscaping and irrigation systems, (iv) roof covering and drains, and (v) clarifiers.
However, Lessor reserves the right, upon written notice to Lessee,to procure and maintain any or
all of such service contracts,and Lessee shall reimburse Lessor,upon demand,for the cost thereof.
(0) Failure to Perform. If Lessee fails to perform Lessee's obligations under this
Paragraph 6.1, Lessor may enter upon the Premises after 10 days' prior written notice to Lessee
(except in the case of an emergency, in which case no notice shall be required), perform such
obligations on Lessee's behalf,and put the Premises in good order,condition and repair,and Lessee
shall promptly pay to Lessor a sum equal to 115%of the cost thereof.
6.2. Lessors Obligations.Other than maintenance of landscaping or as expressly provided herein, it
is intended by the Parties hereto that Lessor have no obligation or responsibility, in any manner
whatsoever,to repair and maintain the Premises, or the equipment therein,all of which obligations
are intended to be that of the Lessee. It is the intention of the Parties that the terms of this Lease
govern the respective obligations of the Parties as to maintenance and repair of the Premises, and
1262100.1
they expressly waive the benefit of any statute now or hereafter in effect to the extent it is
inconsistent with the terms of this Lease.
6.3. Utility Installations;Trade Fixtures;Alterations.
(a) Definitions. The term "Utility Installations" refers to all floor and window
coverings, air and/or vacuum lines, power panels, electrical distribution,security and fire protection
systems, communication cabling, lighting fixtures, HVAC equipment,plumbing,and fencing in or on
the Premises. The term "Trade Fixtures"shall mean Lessee's machinery and equipment that can
be removed without doing material damage to the Premises.The term"Alterations"shall mean any
modification of the improvements, other than Utility Installations or Trade Fixtures, whether by
addition or deletion. "Lessee Owned Alterations and/or Utility Installations" are defined as
Alterations and/or Utility Installations made by Lessee that are not yet owned by Lessor pursuant to
Paragraph 6.4(a).
(b) Consent. Lessee shall not make any Alterations or Utility Installations to the
Premises without Lessor's prior written consent. Lessee may, however, make non-structural
Alterations or Utility Installations to the interior of the Premises (excluding the roof) without such
consent, but upon notice to Lessor, as long as they are not visible from the outside,do not involve
puncturing, relocating or removing the roof or any existing walls, will not affect the electrical,
plumbing, HVAC, and/or life safety systems, and the cumulative cost thereof during this Lease as
extended does not exceed a sum equal to 3 month's Base Rent in the aggregate or a sum equal to
one month's Base Rent in any one year. Notwithstanding the foregoing, Lessee shall not make or
permit any roof penetrations and/or install anything on the roof without the prior written approval of
Lessor. Lessor may, as a precondition to granting such approval, require Lessee to utilize a
contractor chosen and/or approved by Lessor. Any Alterations or Utility Installations that Lessee
shall desire to make and which require the consent of the Lessor shall be presented to Lessor in
written form with detailed plans.Consent shall be deemed conditioned upon Lessee's:(i)acquiring
all applicable governmental permits, (ii)furnishing Lessor with copies of both the permits and the
plans and specifications prior to commencement of the work,and(III)compliance with all conditions
of said permits and other Applicable Requirements in a prompt and expeditious manner. Any
Alterations or Utility Installations shall be performed in a workmanlike manner with good and
sufficient materials. Lessee shall promptly upon completion furnish Lessor with as-built plans and
specifications. For work which costs an amount in excess of one month's Base Rent, Lessor may
condition its consent upon Lessee providing a lien and completion bond in an amount equal to 150%
of the estimated cost of such Alteration or Utility Installation.
(c) Liens; Bonds. Lessee shall not permit to be placed against the Premises, or
any part of the Premises, any mechanics', materialmen's, contractors, subcontractors' or other
liens. Lessee shall indemnify, defend (with counsel acceptable to Lessor) and hold Lessor
harmless from all liability for any and all liens, claims and demands, together with the costs of
defense and reasonable attorneys'fees related to same.Lessor reserves the right,at any time and
from time to time,to post and maintain on the Premises,any portion thereof or on the improvements
on the Premises any notices of non-responsibility or other notice as may be desirable to protect
Lessor against liability. In addition to and not in limitation of Lessor's other rights and remedies
under this Lease, should Lessee fail, within ten (10) days of a written request from Lessor, to
discharge any lien or claim related to Lessee's use of the Premises,or to indemnify,hold harmless
and defend Lessor from and against any loss, damage, injury, liability or claim arising out of
Lessee's use of the Premises as provided herein,then Lessor, at its option, may elect to pay any
lien, claim, loss, demand, injury, liability or damages, or settle or discharge any action or satisfy
any judgment and all costs, expenses and attorneys' fees incurred in doing so shall be paid to
Lessor by Lessee upon written demand, together with interest thereon at the rate of ten percent
(10%)per annum(but in no event more than the maximum interest rate permitted by law)from the
date incurred or paid through and including the date of payment.If Lessee shall contest the validity
of any such lien,claim or demand,then Lessee shall,at its sole expense defend and protect itself,
Lessor and the Premises against the same and shall pay and satisfy any such adverse judgment
that may be rendered thereon before the enforcement thereof.If Lessor shall require,Lessee shall
furnish a surety bond in an amount equal to 150%of the amount of such contested lien, claim or
demand, indemnifying Lessor against liability for the same. If Lessor elects to participate in any
such action, Lessee shall pay Lessors attorneys'fees and costs.
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6.4. Ownership; Removal;Surrender;and Restoration.
(a) Ownership.All Alterations and Utility Installations made by Lessee shall be the
property of Lessee, but considered a part of the Premises.Lessor may,at any time,elect in writing
to be the owner of all or any specified part of the Lessee Owned Alterations and Utility Installations.
Unless otherwise instructed per paragraph 6.4(b) hereof, all Lessee Owned Alterations and Utility
Installations shall,at the expiration or termination of this Lease,become the property of Lessor and
be surrendered by Lessee with the Premises.
(b) Removal. By written notice to Lessee from Lessor, no earlier than 90 days and
not later than 30 days prior to the Expiration Date of the Lease, Lessor may require the removal at
any time of all or any part of any Lessee Owned Alterations or Utility Installations made without
Lessor's consent as required herein.
(c) Surrender; Restoration. Lessee shall surrender the Premises by the Expiration
Date or any earlier termination date,with all of the improvements, parts and surfaces thereof broom
clean and free of debris,and in good operating order,condition and state of repair,ordinary wear and
tear excepted."Ordinary wear and tear"shall not include any damage or deterioration that would have
been prevented by good maintenance practice. Lessee shall repair any damage occasioned by the
installation, maintenance or removal of Trade Fixtures, Lessee owned Alterations and/or Utility
Installations,furnishings,and equipment as well as the removal of any storage tank installed by or for
Lessee. Lessee shall completely remove from the Premises any and all Hazardous Substances
brought onto the Premises by or for Lessee,or any third party(except Hazardous Substances which
were deposited via underground migration from areas outside of the Premises)even if such removal
would require Lessee to perform or pay for work that exceeds statutory requirements.Trade Fixtures
shall remain the property of Lessee and shall be removed by Lessee.Any personal property of Lessee
not removed on or before the Expiration Date or any earlier termination date shall be deemed to have
been abandoned by Lessee and may be disposed of or retained by Lessor as Lessor may desire.
The failure by Lessee to timely vacate the Premises pursuant to this Paragraph 6.4(c)without the
express written consent of Lessor shall constitute a holdover under the provisions of Paragraph 3.5.
In the event Lessee makes any changes and/or alterations to the interior or exterior portions of the
Building consistent with Applicable Requirements as provided in Paragraphs 6.1(a) and 6.3 (b),
Lessee shall not be required to restore the Building to the original configuration upon the expiration
or termination of this Lease.
7. Insurance;Indemnity.
7A. Payment For Insurance.Except as expressly provided herein, Lessee shall provide and maintain
at its own expense during the term of this Lease the following insurance covering its operations and
activities under this Lease. Such insurance shall be provided with insurers licensed to do business
in the State of California,with a rating of at least WWI,"according to the latest Best's Key Rating
Guide. Evidence of such insurance shall be delivered to Lessor on or before the effective date of
this Lease. The Certificate of Insurance shall specifically identify this Lease and shall contain
express conditions that Lessor is to be given at least thirty(30)days advance written notice by the
insurer,of any material modification in ortennination of insurance.Such insurance,shall be primary
to and not contributing with any other insurance maintained by Lessor, and shall name the Lessor,
and its directors,officers,agents and employees as additional insureds.Premiums for policy periods
commencing prior to or extending beyond the Lease term shall be prorated to correspond to the
Lease term.
7.2. Liability Insurance.
(a)Carried by Lessee.Lessee shall obtain and provide during the Term of this Lease the
following insurance:
(i) General Liability Insurance.Comprehensive general liability insurance
covering the Premises in contractual, broad form property damage, and personal injury,
with a combined single limit of not less than two million dollars ($2,000,000.00) per
occurrence.Lessee shall be responsible for the costto obtain and provide General Liability
Insurance coverage for the Premises. ("GL Insurance Coverage Cost"). The GL
Insurance Coverage Cost stated herein does not include Lessee's responsibility for
obtaining insurance coverage for Lessee's operations and activities, including but not
limited to,Lessee's Utility Installations or Trade Fixtures.Lessee shall be solely responsible
for all costs to obtain and provide insurance for Lessee's operations and activities.
1262100.1
till Workers Compensation Insurance.Workers compensation insurance
in an amount and form meeting all applicable requirements of the California Labor Code,
covering all persons providing services by or on behalf of Lessee and all risks to such
persons with a minimum limit of$1,000,000.00.
(III) Fire and Extended Coverage Insurance.A standard form all-risk policy
for the actual cash value covering fire and extended coverage,theft, burglary,vandalism,
malicious mischief, sprinkler leakage and other perils of direct physical loss or damage
insuring the personal property,trade fixtures, equipment, and improvements of Lessee.
lb) Carried by Lessor. Lessor shall pay any amount exceeding the GL Insurance
Coverage Cost for the Premises up to but not exceeding three thousand dollars($3,000.00).Lessor
shall not be responsible for paying any liability insurance coverage for Lessee's operations and
activities, including, but not limited to Utility Installations and Trade Fixtures. Lessor may elect to
maintain separate liability insurance, in addition to, and not in lieu of, the insurance required to be
maintained by Lessee. Lessee shall not be named as an additional insured therein.
(c)Proof of Coverage:The Vendor shall furnish OCSD with original certificates and
amendatory endorsements effecting coverage. Said policies and endorsements shall conform
to the requirements herein stated. All certificates and endorsements are to be received and
approved by OCSD before work commences. OCSD reserves the right to require complete,
certified copies of all required insurance policies, including endorsements,affecting the
coverage required,at any time. The following are approved forms that must be submitted as
proof of coverage:
• Certificate of Insurance ACORD Form 25 or other equivalent Certificate of
Insurance form.
• Additional Insured (ISO Form)CG2010 1185 or the combination of(ISO
Forms)CG 2010 10 01 and CG 2037 10 01.All other
Additional Insured endorsements must be submitted for
approval by OCSD, and OCSD may reject alternatives that
provide different or less coverage to OCSD.
• Additional Insured Submit endorsement provided by carrier for OCSD
approval.
• Waiver of Subrogation State Compensation Insurance Fund Endorsement No.
2570 or equivalent.
• Cancellation Notice State Compensation Insurance Fund Endorsement No.
2065 or equivalent.
7.3. Failure to Maintain Insurance.Failure by Lessee to procure or maintain required insurance as specified
in Paragraph 7.2 above shall constitute an event of default, upon which Lessor may immediately
terminate this Lease.Lessee's operations shall be subject to suspension by Lessor during any period
Lessee fails to maintain required insurance in full force and effect.
7.4. Risk of Loss. Lessor shall not be liable for any injury to Lessee's business or loss of income
therefrom or for injury to any person or for any damage to personal property, good, wares, or
merchandise sustained by Lessee or others that are caused by any defects in said Premises,crony
service facilities or due to the happening of an accident,including any damage caused by water,wind
storm, or by any gas, steam, electrical wiring, sprinkler system, plumbing, heating or conditioning
apparatus,or acts or omissions of co-Lessees or other occupants of the Premises,if any,or hereafter
occurring therein or due to any part or appurtenance thereof,including any and all furniture,fixtures,
and equipment of Lessee becoming out of repair,or from any act or omission of Lessee.
7.5. Waiver of Subrogation.Lessee hereby releases Lessor from liability and waives all right of recovery
against Lessor for any loss in or about the Premises from perils insured against Lessor under its fire,
property,or liability insurance contracts, including any all risk endorsements thereof,whether due to
negligence or any other cause,provided that this Paragraph shall be inapplicable if it would have the
effect,but only to the extent it would have the effect,of invalidating any insurance coverage of Lessor
or Lessee. Nothing herein shall relieve Lessee of its obligation to request and procure,to the extent
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available on a commercially reasonable basis,the necessary endorsements required to validly waive
subrogation in accordance with this Paragraph. Lessee shall, at the request of Lessor, execute and
deliver to Lessor a Waiver of Subrogation in the form and content as reasonably required by Lessor's
insurance carrier. To the extent Lessee fails to maintain the insurance required under the terms of
this Lease,such failure shall be a defense to any claim asserted by Lessee against Lessor by reason
of any loss sustained by Lessee due to circumstances that would have been covered had such
required insurance been maintained.
7.6. Lessor's Substitute Performance. If Lessee fails to procure, maintain and pay for, at the times
and for the durations specified in this Lease, any insurance required by this Lease or fails to carry
insurance required by law or governmental regulation, Lessor, at any time or from time to time and
without notice, may,at its option, procure such insurance and pay the premiums therefore, in which
event Lessee shall repay all sums so paid by Lessor, together with interest thereon as provided in
the Lease,and any costs or expenses incurred by Lessor in connection therewith within ten(10)days
following Lessors written demand to Lessee for such payment.
7.7. Indemnity.Lessee,as a material part of the consideration to be rendered to Lessor, hereby agrees
that it will defend (with counsel acceptable to Lessor), indemnify, and hold harmless Lessor and all
of its directors, officers, employees, agents, and independent contractors thereof from any loss,
damage, injury, accident, casualty, liability, claim, cost or expense (including, but not limited to,
reasonable attorneys'fees)of any kind or character to any person or property(collectively,"Claims")
arising from or related to Lessee's use and occupancy of the Premises, the conduct of Lessee's
business, and/or any act or omission of Lessee, its employees, agents, contractors, or invitees.
Lessee shall not be liable for such Claims to the extent and in the proportion that the same is
ultimately determined to be attributable to the sole gross negligence or intentional misconduct of
Lessor. Lessee hereby assumes all risk of damage to property or injury to person in or about the
Premises from any cause, and Lessee hereby waives all claims in respect thereof against Lessor.
Lessor shall not be liable for any loss or theft of any property on the Premises. The indemnity
obligations contained herein under this Paragraph shall survive the expiration or termination of this
Lease.
7.8. Exemption of Lessor and its Agents from Liability. Notwithstanding the sole gross negligence,
intentional misconduct or breach of this Lease by Lessor or its agents,neither Lessor nor its directors,
officers,employees,agents,and or independent contractors shall be liable under any circumstances
for(1) injury or damage to the person or goods, wares, merchandise or other property of Lessee,
Lessee's employees,contractors,invitees,customers,or any other person in or about the Premises,
whether such damage or injury is caused by or results from fire,steam,electricity,gas,water or rain,
indoor air quality, the presence of mold or from the breakage, leakage,obstruction or other defects
of pipes, fire sprinklers, wires, appliances, plumbing, HVAC or lighting fixtures, or from any other
cause,whether the said injury or damage results from conditions arising upon the Premises or upon
other portions of the building of which the Premises are a part,or from other sources or places, (ii)
any damages arising from any act or neglect of any other Lessee of Lessor or from the failure of
Lessor or its agents to enforce the provisions of any other lease,or(III)injury to Lessee's business
or for any loss of income or profit therefrom. Instead,it is intended that Lessee's sole recourse in the
event of such damages or injury be to file a claim on the insurance policy(ies)that Lessee is required
to maintain pursuant to the provisions of Paragraph 8 herein.
8. Damage or Destruction.
8.1. Insured Loss. In the event the Premises shall be totally or partially destroyed by a risk covered by
insurance required by this Lease, Lessor shall be entitled to make the loss adjustment with the
insurance company insuring the loss and receive payment of the proceeds of insurance.
8.2. Damage.If the damage to the Premises cannot lawfully and reasonably be repaired within thirty(30)
days after the date of damage,this Lease may be terminated by written notice of either Party. If the
Premises can reasonably be repaired within the thirty (30) day period, or if this Lease is not
terminated in accordance with this provision, Lessee may opt to restore the Premises. In the event
Lessee chooses to restore the Premises,said insurance proceeds,if any,shall be held by Lessor for
the benefit of Lessee and shall be disbursed in installments as construction progresses for payment
of the costs of restoration or reconstruction,upon satisfactory performance of the work required,and
release of mechanics liens by all persons furnishing labor and materials thereon. If the insurance
proceeds are insufficient to pay the actual costs of restoration or reconstruction,Lessee shall deposit
the amount of the deficiency with Lessor upon demand by Lessor, and said sums shall be held for
payment of said costs and disbursed in the manner heretofore provided.
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8.3. Lessee Restoration.If Lessee elects to restore the Premises,written plans,specifications, and
construction cost estimates for the restoration shall be prepared by Lessee and forwarded to Lessor
for approval prior to the performance of any work.Said documents shall be prepared and submitted
in a timely manner following adjustment of the loss and receipt of the proceeds of insurance by
Lessor. The required construction shall be performed by Lessee and/or licensed and bonded
contrector(s),who shall be required to carry comprehensive liability and property damage insurance,
workers compensation insurance, and standard fire and extended coverage insurance, with
vandalism and malicious mischief endorsements,during the period of construction,in amounts equal
to insurance limits required herein,or in greater amounts if otherwise reasonably required by Lessor.
Said construction shall be commenced promptly following approval by Lessor, the issuance of
applicable permits and posting of the construction site by Lessor with notice of non-responsibility,
and shall be diligently prosecuted to completion.All work shall be performed in accordance with the
approved plans and specifications, unless changes are approved in writing, in advance, by Lessor.
Lessee agrees that Lessor may have on the site at any time during the construction period, an
inspector who shall have the right to access the Premises and the work occurring thereon. Lessee,
at the commencement of the construction work,shall notify Lessor in writing of the identity, place of
business, and telephone number or responsible person(s) in charge of construction. Lessee shall
ensure that all construction shall be performed in a good and workmanlike manner.Upon completion
of the restoration, Lessee shall immediately record a notice of completion with the Orange County
Recorder. In the event Lessee makes any changes and/or alterations to the interior or exterior
portions of the Building as provided in this Paragraph 8.3,Lessee shall not be required to restore the
Building to the original configuration upon the expiration or termination of this Lease.
8.4. No Insurance Coverage. In the event the Premises shall be totally or partially destroyed by a risk
for which insurance coverage is not required or provided herein, Lessor, in its sole discretion, may
either restore the Premises or terminate this Lease by providing notice to Lessee.
8.5. Insurance Proceeds. If Lessee elects not to restore the Premises, the insurance proceeds
shall be first used to demolish and clearthe Premises.Thereafter,following Lessor's compensation
for any amounts remaining owing to Lessor pursuant to this Lease, Lessee shall be entitled to the
remainder of the insurance proceeds.
8.6. No Obligation of Lessor. Under no circumstances shall Lessor have any obligation to restore
or reconstruct the Premises. In the event Lessor elects to repair any damage or destruction,such
repair shall be to the Premises,but not Lessee's trade Fixtures or Lessee Owned Altemations and
Utility Installations.
9. Real Property Taxes.
9.1. Definition.As used herein, the term "Real Property Taxes"shall include any form of assessment,
including,but not limited to,real estate,general,special,ordinary or extraordinary,or rental levy or
tax,any improvement bond,and/or license fee imposed upon or levied against any legal or equitable
interest in the Premises by any authority having the direct or indirect power to tax and where the
funds are generated with reference to the Building address and where the proceeds so generated
are to be applied by the city,county or other local taxing authority of a jurisdiction within which the
Premises are located. Real Property Taxes shall also include any tax, fee, levy, assessment or
charge, or any increase therein: (i)imposed by reason of events occurring during the term of this
Lease, including but not limited to, a change in the ownership of the Premises, and (if) levied or
assessed on machinery or equipment (other than "Personal Property Taxes" as described in
Paragraph 10.3 below).
9.2. Payment of Real Property Taxes.Lessor shall pay any and all Real Property Tax installments.
9.3. Personal Property Taxes. Lessee shall be solely responsible for paying, prior to delinquency, all
taxes assessed against and levied upon Lessee Owned Alterations, Utility Installations, Trade
Fixtures,furnishings,equipment and all personal property of Lessee.When possible, Lessee shall
cause its Lessee Owned Alterations and Utility Installations,Trade Fixtures,furnishings,equipment
and all other personal property to be assessed and billed separately from the real property of Lessor.
10. Utilities and Services.Lessee shall be responsible for and pay all utilities for the Premises during the use
and occupancy of the Premises by Lessee during the Term of the Lease. Lessee's responsibility to pay all utilities
include,but are not limited to,water,gas,heat,light,power,telephone,trash disposal and other utilities and services
supplied to the Premises,together with any taxes thereon.If any such services are not separately metered or billed to
Lessee,Lessee shall pay a reasonable proportion,to be determined by Lessor,of all charges jointly metered or billed.
1262100.1
B9606.2
it. Assignment and Subletting.Lessee is prohibited from assigning this Lease or subletting the Property.
12. Default;Breach; Remedies.
12.1. Default;Breach.Failure by the Lessee to comply with or perform any of Lessee's obligations under
the terms,covenants,or conditions of this Lease shall constitute a"Default."Lessee is in"Breach"
of this Lease when Lessee fails to cure any such Default within any applicable period of time
specified herein or within the applicable grace period,if any.The following shall constitute an event
of Default and Breach by Lessee:
(a) Lessee's failure(i)to make payments under this Lease,including Rent,when due,
or(it)to provide reasonable evidence of insurance or surety bond.THE ACCEPTANCE BY LESSOR
OF A PARTIAL PAYMENT OF RENT SHALL NOT CONSTITUTE A WAIVER OF ANY OF
LESSOR'S RIGHTS, INCLUDING LESSOR'S RIGHT TO RECOVER POSSESSION OF THE
PREMISES.
(b) Lessee's failure to operate in the manner required by this Lease, where such
failure continues for more than ten(10)days following receipt of written notice from Lessor to cored
the condition therein specified.
(c) Lessor's failure to maintain the Premises and Improvements in the state of repair
required under this Lease, and in a clean, sanitary, safe, and satisfactory condition, where such
failure continues for more than ten(10)days following receipt of written notice from Lessor to correct
the conditions therein specified. Where fulfillment of said maintenance obligation requires activity
over a period of time and Lessee shall have immediately, following receipt of notice, commenced
whatever action may be required to cure the particular Default and continued such performance
diligently,said time may be waived in writing in the manner and to the extent determined by Lessor.
In the event Lessee fails to correct any maintenance or repair deficiency within the prescribed time,
Lessor may, at its option,exercise its rights of entry and repair and/or terminate this Lease.
(d) Lessee's failure to keep, perform, and observe any other promises, covenants,
conditions, and agreements set forth in this Lease,where such failure continues for more than ten
(10)days after receipt of written notice from Lessor to correct the condition therein specified.Where
fulfillment of any maintenance or repair obligation requires activity over a period of time and Lessee
shall have immediately,following receipt of notice, commenced whatever may be required to cure
the particular Default and continued such performance diligently,said time may be waived in writing
in the manner and to the extent determined by Lessor.
(a) The fling of a voluntary petition in bankruptcy by Lessee; the adjudication of
Lessee as bankrupt; the appointment of a receiver or trustee of Lessee's assets; the making of a
general assignment for the benefit of creditors; a petition or answer seeking reorganization of
Lessee under any Federal reorganization act;the occurrence of any act which operates to deprive
Lessee permanently of the rights, powers, and privileges necessary for the proper conduct of its
operations under this Lease;the levy of any attachment or execution which substantially interferes
with Lessee's operations under this Lease and which is not vacated,dismisses,stayed,or set aside
within a period of sixty(60)days;or a reasonable determination by Lessor that Lessee is insolvent.
(f) The failure to submit written plans for the Improvements on or before the times
designated in this Lease for submission thereof.
(g) Lessee's abandonment of the Premises prior to the expiration or termination of
the Lease without prior notice or agreement of Lessor.
(h) The discovery that any financial statement of Lessee or any information or
representation given to Lessor was materially false.
12.2. Remedies.If Lessee fails to comply with or perform any of Lessee's obligations under the
terms, covenants,or conditions of this Lease, within 10 days after written notice from
Lessor (or in case of an emergency, without notice), Lessor may, at its option, perform
such duty or obligation on Lessee's behalf, including but not limited to the obtaining of
reasonably required bonds, insurance policies, or governmental licenses, permits or
approvals. Upon written demand or presentation of an invoice, Lessee shall pay to Lessor
an amount equal to 115% of the costs and expenses incurred by Lessor in such
performance. In the event of a Breach, Lessor may, with or without further notice or
1262100.1
demand, and without limiting Lessor in the exercise of any right or remedy which Lessor
may have by reason of such Breach:
(a) Terminate Lessee's right to possession of the Premises by any lawful means, in
which case this Lease shall terminate on the date specified in a notice of termination, Lessee shall
immediately surrender possession to Lessor,all rights of Lessee under this Lease and in and to the
Premises shall expire and terminate, and Lessee shall remain liable for all obligations under this
Lease arising up to the date of such termination;or
(b) If termination of this Lease is obtained through the provisional remedy of unlawful
detainer, Lessor shall have the right to recover in such proceeding any unpaid Rent and damages
as are recoverable therein, or Lessor may reserve the right to recover all or any part thereof in a
separate suit. If a notice and grace period required under Paragraph 12.1 was not previously given,
a notice to pay rent or quit,or to perform or quit given to Lessee under the unlawful detainer statute
shall also constitute the notice required by Paragraph 12.1.In such case,the applicable grace period
required by Paragraph 12.1 and the unlawful detainer statute shall run concurrently,and the failure
of Lessee to cure the Default within the greater of the two such grace periods shall constitute both
an unlawful detainer and a Breach of this Lease entitling Lessor to the remedies provided for in this
Lease and/or by said statute.
(c) Without terminating this Lease, declare immediately due and payable all Rent,
Taxes, and other amounts due and coming due under this Lease for the entire remaining Term
hereof, together with all other amounts previously due, at once; provided, however, that such
payment shall not be deemed a penalty or liquidated damages but shall merely constitute payment
in advance of rent for the remainder of said term;or
(d) Allow the Premises to remain unoccupied and
collect rent from Lessee as it comes due;or
(a) Pursue such other remedies as are available at law or equity. The expiration or
termination of this Lease and/or the termination of Lessee's right to possession shall not relieve
Lessee from liability under any indemnity provisions of this Lease as to matters occurring or accruing
during the Term hereof or by reason of Lessee's occupancy of the Premises.
12.3. Breach by Lessor.
(a) Notice of Breach. Lessor shall not be deemed in Breach of this Lease unless
Lessor fails,within a reasonable time,to perform an obligation required to be performed by Lessor.
A reasonable time as used in this Paragraph shall in no event be less than 30 days after receipt by
Lessor of written notice specifying any act or obligation that Lessor has failed to perform; provided,
however, that if the nature of Lessor's obligation is such that more than 30 days are reasonably
required for its performance,then Lessor shall not be in breach if performance is commenced within
such 30 day period and thereafter diligently pursued to completion.
(b) Performance by Lessee on Behalf of Lessor. In the event that Lessor fails to cure
said breach within 30 days after receipt of said notice,or if having commenced said cure,Lessor fails
to diligently pursue it to completion,then Lessee may elect to cure said breach at Lessee's expense
and offset from Rent the actual and reasonable cost to perform such cure; provided, however, that
such offset shall not exceed an amount equal to the greater of one month's Base Rent, reserving
Lessee's fight to seek reimbursement from Lessor for any such expense in excess of such offset.
Lessee shall document the cost of said cure and supply said documentation to Lessor.
13. Condemnation.
13.1. Total Taking. If, after the execution of this Lease and prior to the expiration of the term
hereof,the whole of the Leased Premises shall be taken under power of eminent domain
or condemnation by any public or private authority,or conveyed by Lessor to said authority
in lieu of such taking,then this Lease and the term hereof shall cease and terminate as of
the date when possession of the Leased Premises shall be taken by the taking authority
and any unearned rent or other charges, if any, paid in advance, shall be refunded to
Lessee.
13.2. Partial Taking.g,after the execution of this Lease and prior to the expiration of the term
hereof, any public or private authority shall, under the power of eminent domain or
1262100.1
condemnation,take,or Lessor shall convey to said authority in lieu of such taking,property
which results in a reduction by fifteen (15%) percent or more of the area in the Leased
Premises, or of a portion of the Leased Premises that substantially interrupts or
substantially obstructs the conducting of business on the Leased Premises;then Lessee
may,at its election,terminate this Lease by giving Lessor notice of the exercise of Lessee's
election within thirty(30)days after Lessee shall receive notice of such taking. In the event
of termination by Lessee,this Lease and the Term hereof shall cease and terminate as of
the date when possession shall be taken by the appropnate authority of that portion of the
Entire Premises that results in one of the above takings, and any unearned rent or other
charges, if any, paid in advance by Lessee shall be refunded to Lessee.
13.3. Restoration.In the event of a taking,Lessor and Lessee may terminate the Lease.
13.4. The Award.All compensation awarded for any taking,whether for the whole or a portion
of the Leased Premises,shall be the sole property of the Lessor whether such
compensation shall be awarded for diminution in the value of, or loss of,the leasehold or
for diminution in the value of,or loss of,the fee in the Leased Premises,or otherwise.The
Lessee hereby assigns to Lessor all of Lessee's right and title to and interest in any and all
such compensation. However, the Lessor shall not be entitled to and Lessee shall have
the sole right to make its independent claim for and retain any portion of any award made
by the appropriating authority directly to Lessee for loss of business, or damage to or
depreciation of, and cost of removal of fixtures, personality and improvements installed in
the Leased Premises by, or at the expense of Lessee, and to any other award made by
the appropriating authority directly to Lessee.
13.5. Release. In the event of any termination of this Lease as the result of the provisions of
this Paragraph concerning Condemnation, the Parties, effective as of such termination,
shall be released,each to the other,from all liability and obligations thereafter arising under
this Lease.
14. No Relocation Benefits or Loss of Goodwill from Lessor.Lessee expressly waives any and all relocation
assistance, relocation benefits, or compensation for loss of goodwill, known or unknown, to which it is or might be
entitled upon the expiration or termination of this Lease or sublease, including the provisions of California Civil Code
Section 1542. In no event will Lessor be obligated to pay any costs or charges related to costs, expenses,damages,
or other charges Lessee might incur as a result of its move to or from the Premises, securing new facilities, or
maintaining customer relations.
15. Severablllty.Whenever possible, each provision of this Lease shall be interpreted in such a manner as to
be effective and valid under applicable law,but if any provision of this Lease shall be invalid under the applicable law,
such provision shall be ineffective only to the extent of such prohibition or invalidity,without invalidating the reminder
of that provision,or the remaining provisions of this Lease.
16. Days. Unless otherwise specifically indicated to the contrary, the word "days" as used in this Lease shall
mean and refer to calendar days.
17. Limitation on Liability.The obligations of Lessor under this Lease shall not constitute personal obligations
of Lessor or its directors,officers,employees,or agents,and Lessee shall look to the Premises,and to no other assets
of Lessor for the satisfaction of any liability of Lessor with respect to this Lease,and shall not seek recourse against
Lessors directors,officers,emplogyees,agents,or any of their personal assets for such satisfaction.
18. Time of Essence.Time is of the essence with respect to the performance of all obligations to be performed
or observed by the Parties under this Lease.
19. No Prior or Other Agreements.This Lease contains all agreements between the Parties with respect to any
matter mentioned herein,and no other prior or contemporaneous agreement or understanding shall be effective.
20. Notices.All notices or other communications required or permitted hereunder shall be in writing,and shall
be personally delivered or sent by registered or certified mail, postage prepaid, return receipt requested, delivered
or sent by electronic transmission, and shall be deemed received upon the earlier of(1)the date of delivery to the
address of the person to receive such notice if delivered personally or by messenger or overnight courier; (ii)three
(3) business days after the date of posting by the United States Post Office if by mail; or(III)when sent if given by
electronic transmission. Any notice, request, demand, direction, or other communication sent by electronic
transmission must be confirmed within forty-eight (48) hours by letter mailed or delivered. Notices or other
communications shall be addressed as follows:
1262100.1
To Lessor: Orange County Sanitation District
Attn:Angela Brandt
Post Office Box 8127
Fountain Valley,CA 92728-8127
To Lessee: The Dickler Corporation chat Chefs Toys
Attn: Steve Dickler, President
18430 Pacific Street
Fountain Valley,CA 92708
Either party may, by written notice to the other, designate a different address, which shall be substituted for that
specified above.
21. waivers.
(a)No waiver by Lessor of the Default or Breach of any term,covenant or condition hereof
by Lessee, shall be deemed a waiver of any other term, covenant or condition hereof, or of any
subsequent Default or Breach by Lessee of the same or of any other term, covenant or condition
hereof. Lessors consent to, or approval of,any act shall not be deemed to render unnecessary the
obtaining of Lessors consent to, or approval of, any subsequent or similar act by Lessee, or be
construed as the basis of an estoppel to enforce the provision or provisions of this Lease requiring
such consent.
(b)The acceptance of Rent,or any portion thereof,by Lessor shall not be a waiver of any
Default or Breach by Lessee.Any payment by Lessee may be accepted by Lessor on account of
moneys or damages due Lessor,notwithstanding any qualifying statements or conditions made by
Lessee in connection therewith, which such statements and/or conditions shall be of no force or
effect whatsoever unless specifically agreed to in writing by Lessor at or before the time of deposit
of such payment.
22. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever
possible, be cumulative with all other remedies at law or in equity.
23. Covenants and Conditions: Construction of Agreement.All provisions of this Lease to be observed or
performed by Lessee are both covenants and conditions. In interpreting this Lease,all headings and titles are for the
convenience of the Parties only and shall not be considered a part of this Lease.Whenever required by the context,
the singular shall include the plural and vice versa. This Lease shall not be construed as if prepared by one of the
Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it.
24. Binding Effect;Choice of Law.This Lease shall be binding upon the Parties,their personal representatives,
successors and assigns and be governed by the laws of the State of California. Any litigation between the Parties
hereto concerning this Lease shall be initiated in the County of Orange.
25. Subordination.This Lease shall be subject and subordinate to any ground lease, mortgage,deed of trust,
or other hypothecation or security device (collectively, "Security Device"), now or hereafter placed upon the
Premises, to any and all advances made on the security thereof,and to all renewals, modifications, and extensions
thereof.
26. Attorneys'Fees.If any Party brings an action or proceeding involving the Premises whether founded in tort,
contract or equity, or to declare rights hereunder, the Prevailing Party in any such proceeding, action, or appeal
thereon,shall be entitled to costs and reasonable attorneys'fees,whether or not such action or proceeding is pursued
to decision or judgment. In addition, Lessor shall be entitled to attorneys'fees, costs and expenses incurred in the
preparation and service of notices of Default and consultations in connection therewith,whether or not a legal action
is subsequently commenced in connection with such Default or resulting Breach.
27. Lessors Access to Premises.Lessor and Lessors agents shall have the right to enter the Premises at any
time,in the case of an emergency,and otherwise at reasonable times after reasonable prior notice for the purpose of
showing the same to prospective purchasers,lenders,or Lessees,and making such alterations,repairs,improvements
or additions to the Premises as Lessor may deem necessary or desirable and the erecting, using and maintaining of
utilities, services, pipes and conduits through the Premises and/or other premises as long as there is no material
adverse effect to Lessee's use of the Premises. All such activities shall be without abatement of rent or liability to
Lessee.
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28. Signs. Lessor may place on the Premises ordinary"For Sale"signs at any time and ordinary"For Lease"
signs during the last 6 months of the term hereof. Except for ordinary"for sublease"signs,Lessee shall not place any
sign upon the Premises without Lessors prior written consent.All signs must comply with all Applicable Requirements.
29. Consents.Except as otherwise provided herein,wherever the consent or action of a Party is required,such
consent or action shall not be unreasonably withheld or delayed. Lessors actual reasonable costs and expenses
(including but not limited to architects',attorneys',engineers'and other consultants'fees)incurred in the consideration
of,or response to, a request by Lessee for consent or action, including but not limited to consents to an assignment,
a subletting or the presence or use of a Hazardous Substance,shall be paid by Lessee upon receipt of an invoice and
supporting documentation. Lessor's consent to any act, assignment or subletting shall not constitute an
acknowledgment that no Default or Breach by Lessee of this Lease exists,nor shall such consent be deemed a waiver
of any then existing Default or Breach,except as may be otherwise specifically stated in writing by Lessor at the time
of such consent. The failure to specify herein any particular condition to Lessors consent shall not preclude the
imposition by Lessor at the time of consent of such further or other conditions as are then reasonable with reference
to the particular matter for which consent is being given.
30. Estoppel Certificates.At any time and from time to time, Lessor and Lessee each agree, upon request in
writing from the other,to execute, acknowledge and deliver to the other or to any person designated by the other a
statement in writing certifying that the Lease is unmodified and is in full force and effect, or if there have been
modifications,that the same is in full force and effect as modified(stating the modifications),that the other party is not
in default in the performance of its covenants hereunder,or if there have been such defaults,specifying the same,and
the dates to which the rent and other charges have been paid.
31. Quiet Possession. Subject to payment by Lessee of the Rent and performance of all of the covenants,
conditions and provisions on Lessee's part to be observed and performed under this Lease, Lessee shall have quiet
possession and quiet enjoyment of the Premises during the Term hereof.
32. Security Measures. Lessee hereby acknowledges that the Rent payable to Lessor hereunder does not
include the cost of guard service or other security measures,and that Lessor shall have no obligation whatsoever to
provide same. Lessee assumes all responsibility for the protection of the Premises, Lessee, its agents and invitees
and their property from the acts of third parties.
33. Reservations. Lessor reserves to itself the right,from time to time,to grant,without the consent or joinder
of Lessee, such easements, rights and dedications that Lessor deems necessary, and to cause the recordation of
parcel maps and restrictions, so long as such easements, rights, dedications, maps and restrictions do not
unreasonably interfere with the use of the Premises by Lessee. Lessee agrees to sign any documents reasonably
requested by Lessor to effectuate any such easement rights,dedication,map or restrictions.
34. Performance Under Protest. If at any time a dispute shall arise as to any amount or sum of money to be
paid by one Party to the other under the provisions hereof,the Parry against whom the obligation to pay the money
is asserted shall have the right to make payment "under protest" and such payment shall not be regarded as a
voluntary payment and there shall survive the right on the part of said Party to institute suit for recovery of such sum.
If it shall be adjudged that there was no legal obligation on the part of said Party to pay such sum or any part thereof,
said Party shall be entitled to recover such sum or so much thereof as it was not legally required to pay.A Party who
does not initiate suit for the recovery of sums paid "under protest"with 6 months shall be deemed to have waived
its right to protest such payment.
35. Authority; Multiple Parties; Execution.
(a) If either Party hereto is a corporation,trust,limited liability company, partnership,
or similar entity, each individual executing this Lease on behalf of such entity represents and
warrants that he or she is duly authorized to execute and deliver this Lease on its behalf.
(b) If this Lease is executed by more than one person or entity as "Lessee", each
such person or entity shall be jointly and severally liable hereunder. It is agreed that any one of the
named Lessees shall be empowered to execute any amendment to this Lease, or other document
ancillary thereto and bind all of the named Lessees,and Lessor may rely on the same as if all of the
named Lessees had executed such document.
(c) This Lease may be executed by the Parties in counterparts, each of which shall
be deemed an original and all of which together shall constitute one and the same instrument.
36. Amendments.This Lease may be modified only in writing,signed by the authorized representatives of both
Parties.
1262100.1
37. Americans with Disabilities Act. Lessor makes no warranty or representation as to whether or not the
Premises comply with ADA or any similar legislation. In the event that Lessee's use of the Premises requires
modifications or additions to the Premises in order to be in ADA compliance, Lessee agrees to make any such
necessary modifications and/or additions at Lessee's sole expense.
38. Counterparts.This Lease may be executed in counterparts,each of which shall be deemed an original,but
all of which together shall constitute one and the same instrument.
LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND
PROVISION CONTAINED HEREIN, AND BY THE EXECUTION OF THIS LEASE SHOW THEIR INFORMED AND
VOLUNTARY CONSENT THERETO.
IN WITNESS WHEREOF, this Lease Agreement has been executed in the name of the Orange County
Sanitation District by its officers,thereunto duly authorized,and executed by the The Dickler Corporation, dba Chefs
Toys as of this day of August,2017.
ORANGE COUNTY SANITATION DISTRICT THE DICKLER CORPORATION,
dba CHEF'S TOYS
By By
Greg Sebourn Steve Dickler
Chair, Board of Directors President
By
Kelly Lore
Clerk of the Board
APPROVED AS TO FORM:
Bradley R. Hogin
General Counsel
1262100.1
18484 BANDILIER CIRCLE
FOUNTAIN VALLEY, CA
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AGENDA REPORT Item Item
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Rob Thompson, Director of Engineering
SUBJECT: EAST LIDO FORCE MAIN REHABILITATION, PROJECT NO. FE15-10
GENERAL MANAGER'S RECOMMENDATION
A. Award a construction contract to Charles King Company for the East Lido Force
Main Rehabilitation, Project No. FE15-10, for a total amount not to exceed
$1,389,000; and
B. Approve a contingency of$138,900 (10%).
BACKGROUND
The East and West Lido Force Mains convey sewage from the Lido Pump Station into the
Pacific Coast Highway Force Main network. Lido Pump Station is on Newport Boulevard
and located across the street from the former Newport Beach City Hall on the Balboa
Peninsula.
The West Lido Force Main ruptured in 2014 and required emergency repairs.
Subsequent video assessment taken inside the East Force Main Pipe has revealed
corrosion.
RELEVANT STANDARDS
• Maintain a proactive asset management program
• Less than 2.1 sewer spills per 100 miles
PROBLEM
The East Lido Force Main is corroding and could fail, causing a sewage spill.
PROPOSED SOLUTION
Rehabilitate the East Lido Force Main using cured-in-place pipe to prevent failure due to
corrosion.
TIMING CONCERNS
Predicting precisely when the corroding portions of the force main will fail is not possible.
The City of Newport Beach is requiring that this work occur during the non-summer
Page 1 of 4
months. It is recommended the work occur during the time frame after Labor Day and
before wet weather.
RAMIFICATIONS OF NOT TAKING ACTION
The pipe will continue to corrode and the risk of a sewer spill will increase.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
The Orange County Sanitation District (Sanitation District) advertised for bids on
June 20, 2017. A summary of the bids follows:
Engineer's Estimate $1,009,000
Bidder Amount of Bid
Charles King Company $1,389,000
The bids were evaluated in accordance with the Sanitation District's policies and
procedures. A notice was sent to the one bidder on August 3, 2017, informing them of
the intent of Sanitation District staff to recommend award of the Construction Contract to
Charles King Company.
Staff recommends awarding a construction contract to the one bidder, Charles King
Company, for the East Lido Force Main Rehabilitation, Project No. FE15-10 (Project).
Afterthe engineer's estimate was prepared, two significant additional and necessary work
items were added to the Project scope involving expansion joints on a bridge section of
pipe, but were not reflected in that estimate. A significant portion of cost over the estimate
is due to that added work. For this reason, staff believes that the bid was reasonable for
the work involved.
CEQA
The Project is statutorily exempt from CEQA under Public Resources Code section
21080.21 (Application of division to public right-of-way pipeline projects less than one mile
in length). Section 21080.21 exempts from CEQA "any project of less than one mile in
length within a public street or highway or any other public right-of-way for the installation
of a new pipeline or the maintenance, repair, restoration, reconditioning, relocation,
replacement, removal, or demolition of an existing pipeline."
Section 21080.21(b) defines "pipeline" to mean "subsurface pipelines and subsurface or
surface accessories or appurtenances to a pipeline, such as mains, traps, vents, cables,
conduits, vaults, valves, flanges, manholes, and meters."
Page 2 of 4
The Project consists of the restoration/reconditioning of approximately 750 feet of a
subsurface Sanitation District pipeline, which is less than one mile in length. The force
main is located within Newport Boulevard and the adjacent sidewalk, a public
right-of-way. Accordingly, the statutory exemption set forth in section 21080.21 applies
to the Project.
In addition to the statutory exemption described above, the Project is also exempt from
CEQA under the Class 1 and 2 categorical exemptions set forth in California Code of
Regulations sections 15301 and 15302. Section 15301 (Class 1) exempts from CEQA
"the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of
existing public or private structures, facilities, mechanical equipment, or topographical
features, involving negligible or no expansion of use beyond that existing at the time of
the lead agency's determination" including "(b) Existing facilities of both investor and
publicly-owned utilities used to provide electric power, natural gas, sewerage, or other
public utility services."
The Project consists of the rehabilitation of an existing Sanitation District pipeline using
CIPP, a trenchless rehabilitation method by which a cured tube is inserted into the
pipeline. CIPP is a method for repairing/maintaining the existing force main. The Project
will not increase the capacity of the pipeline or otherwise expand the current use of the
force main. Further, the painting of the exposed portion of the force main is maintenance
that does not expand the use of the force main. Section 15301(b) specifically
contemplates the exemption of repairs, maintenance, or minor alterations to existing
sewerage facilities, and therefore applies to the Project.
Section 15302 (Class 2) exempts from CEQA the "replacement or reconstruction of
existing structures and facilities where the new structure will be located on the same site
as the structure replaced and will have substantially the same purpose and capacity as
the structure replaced, including but not limited to: (c) Replacement or reconstruction of
existing utility systems and/or facilities involving negligible or no expansion of capacity."
As indicated above, the Project consists of the rehabilitation of the existing Sanitation
District force main using the CIPP method. The Project is exempt under section 15302
as the force main 1) will remain in the same location, and 2) will continue to have the
same purpose and capacity following the completion of the Project.
Sanitation District staff will file and record a Notice of Exemption for this Project with the
County of Orange following Board of Directors award of this construction contract.
FINANCIAL CONSIDERATIONS
This request complies with authority levels of the Sanitation District's Purchasing
Ordinance. This item has been budgeted under the Facilities Engineering Program —
Collections (Budget FY2017-18 Update, Appendix, Page A-7, M-FE-COLLECT) and the
budget is sufficient for the recommended action.
Page 3 of 4
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the
complete agenda package:
Construction Contract
AN:dm:sa
Page 4 of 4
PART A
CONTRACT AGREEMENT
C-CA-011317
TABLE OF CONTENTS
CONTRACT AGREEMENT
SECTION - 1 GENERAL CONDITIONS..................................................................1
SECTION -2 MATERIALS AND LABOR.................................................................4
SECTION -3 PROJECT..........................................................................................4
SECTION -4 PLANS AND SPECIFICATONS ........................................................5
SECTION -5 TIME OF COMMENCEMENT AND COMPLETION ..........................5
SECTION -6 TIME IS OF THE ESSENCE .............................................................5
SECTION -7 EXCUSABLE DELAYS......................................................................6
SECTION -8 EXTRA WORK...................................................................................6
SECTION -9 CHANGES IN PROJECT...................................................................7
SECTION - 10 LIQUIDATED DAMAGES FOR DELAY.............................................7
SECTION - 11 CONTRACT PRICE AND METHOD OF PAYMENT.........................7
SECTION - 12 SUBSTITUTION OF SECURITIES IN LIEU OF RETENTION OF
FUNDS ..............................................................................................9
SECTION - 13 COMPLETION.................................................................................10
SECTION - 14 CONTRACTOR'S EMPLOYEES COMPENSATION.......................10
SECTION - 15 SURETY BONDS ............................................................................12
SECTION - 16 INSURANCE....................................................................................13
SECTION - 17 RISK AND INDEMNIFICATION.......................................................22
SECTION - 18 TERMINATION................................................................................22
SECTION - 19 WARRANTY....................................................................................23
SECTION -20 ASSIGNMENT.................................................................................24
SECTION -21 RESOLUTION OF DISPUTES ........................................................24
SECTION -22 SAFETY& HEALTH ........................................................................24
SECTION -23 NOTICES.........................................................................................24
C-CA-011317
CONTRACT AGREEMENT
ORANGE COUNTY SANITATION DISTRICT
PROJECT NO. FE15-10
EAST LIDO FORCE MAIN REHABILITATION
THIS AGREEMENT is made and entered into, to be effective, this August 23, 2017, by and
between Charles King Company, hereinafter referred to as "CONTRACTOR"and the Orange
County Sanitation District, hereinafter referred to as "OCSD".
WITNESSETH
That for and in consideration of the promises and agreements hereinafter made and exchanged,
OCSD and CONTRACTOR agree as follows:
SECTION— 1 GENERAL CONDITIONS
CONTRACTOR certifies and agrees that all the terms, conditions and obligations of the
Contract Documents as hereinafter defined, the location of the job site, and the conditions under
which the Work is to be performed have been thoroughly reviewed, and enters into this Contract
based upon CONTRACTOR's investigation of all such matters and is in no way relying upon
any opinions or representations of OCSD. It is agreed that this Contract represents the entire
agreement. It is further agreed that the Contract Documents are each incorporated into this
Contract by reference, with the same force and effect as if the same were set forth at length
herein, and that CONTRACTOR and its Subcontractors, if any, will be and are bound by any
and all of said Contract Documents insofar as they relate in any part or in any way, directly or
indirectly, to the Work covered by this Contract.
A. Contract Documents Order of Precedence
"Contract Documents" refers to those documents identified in the definition of"Contract
Documents" in the General Conditions—Definitions.
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PROJECT NO. FE15-10
EAST LIDO FORCE MAIN REHABILITATION
CONFORMED
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1. In the event of a conflict between one Contract Document and any of the other
Contract Documents, the provisions in the document highest in precedence shall be
controlling. The order of precedence of the Contract Documents is as follows:
a. Supplemental Agreements—the last in time being the first in precedence
b. Addenda issued prior to opening of Bids—the last in time being the first in
precedence
c. Contract Agreement
d. Permits and other regulatory requirements
e. Special Provisions
f. General Conditions (GC)
g. Notice Inviting Bids and Instruction to Bidders
h. Geotechnical Baseline Report(GBR), if attached as a Contract Document
I. Plans and Specifications—in these documents the order of precedence shall be:
i. Specifications (Divisions 01-17)
ii. Plans
H. General Requirements (GR)
iv. Standard Drawings and Typical Details
j. CONTRACTOR's Bid
2. In the event of a conflict between terms within an individual Contract Document, the
conflict shall be resolved by applying the following principles as appears applicable:
a. Figured dimensions on the Contract Documents shall govern. Dimensions not
specified shall be as directed by the ENGINEER. Details not shown or
specified shall be the same as similar parts that are shown or specified, or as
directed. Full-size details shall take precedence over scale Drawings as to
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CONFORMED
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shape and details of construction. Specifications shall govern as to material
and workmanship.
b. The Contract Documents calling for the higher quality material or workmanship
shall prevail. Materials or Work described in words, which so applied, have a
well known technical or trade meaning shall be deemed to refer to such
recognized standards. In the event of any discrepancy between any Drawings
and the figures thereon, the figures shall be taken as correct.
C. Scale Drawings, full-size details, and Specifications are intended to be fully
complementary and to agree. Should any discrepancy between Contract
Documents come to the CONTRACTOR's attention, or should an error occur in
the efforts of others, which affect the Work, the CONTRACTOR shall notify the
ENGINEER, in writing, at once. In the event any doubts or questions arise with
respect to the true meaning of the Contract Documents, reference shall be
made to the ENGINEER whose written decision shall be final. If the
CONTRACTOR proceeds with the Work affected without written instructions
from the ENGINEER, the CONTRACTOR shall be fully responsible for any
resultant damage or defect.
d. Anything mentioned in the Specifications and not indicated in the Plans, or
indicated in the Plans and not mentioned in the Specifications, shall be of like
effect as if indicated and mentioned in both. In case of discrepancy in the
Plans or Specifications, the matter shall be immediately submitted to OCSD's
ENGINEER, without whose decision CONTRACTOR shall not adjust said
discrepancy save only at CONTRACTOR's own risk and expense. The
decision of the ENGINEER shall be final.
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CONFORMED
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In all matters relating to the acceptability of material, machinery or plant equipment;
classifications of material or Work; the proper execution, progress or sequence of the
Work; and quantities interpretation of the Contract Documents, the decision of the
ENGINEER shall be final and binding, and shall be a condition precedent to any payment
under the Contract, unless otherwise ordered by the Board of Directors.
B. Definitions
Capitalized terms used in this Contract are defined in the General Conditions, Definitions.
Additional terms may be defined in the Special Provisions.
SECTION—2 MATERIALS AND LABOR
CONTRACTOR shall furnish, under the conditions expressed in the Plans and Specifications, at
CONTRACTOR'S own expense, all labor and materials necessary, except such as are
mentioned in the Specifications to be furnished by OCSD, to construct and complete the
Project, in good workmanlike and substantial order. If CONTRACTOR fails to pay for labor or
materials when due, OCSD may settle such claims by making demand upon the Surety to this
Contract. In the event of the failure or refusal of the Surety to satisfy said claims, OCSD may
settle them directly and deduct the amount of payments from the Contract Price and any
amounts due to CONTRACTOR. In the event OCSD receives a stop payment notice from any
laborer or material supplier alleging non-payment by CONTRACTOR, OCSD shall be entitled to
deduct all of its costs and expenses incurred relating thereto, including but not limited to
administrative and legal fees.
SECTION-3 PROJECT
The Project is described as:
PROJECT NO. FE15-10
EAST LIDO FORCE MAIN REHABILITATION
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PROJECT NO. FE15-10
EAST LIDO FORCE MAIN REHABILITATION
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SECTION -4 PLANS AND SPECIFICATONS
The Work to be done is shown in a set of Plans and Specifications entitled:
PROJECT NO. FE15-10
EAST LIDO FORCE MAIN REHABILITATION
Said Plans and Specifications and any revision, amendments and addenda thereto are attached
hereto and incorporated herein as part of this Contract and referred to by reference.
SECTION—5 TIME OF COMMENCEMENT AND COMPLETION
CONTRACTOR agrees to commence the Project within 15 calendar days from the date set forth
in the "Notice to Proceed"sent by OCSD, unless otherwise specified therein and shall diligently
prosecute the Work to completion within 238 calendar days from the date of the "Notice to
Proceed" issued by OCSD, excluding delays caused or authorized by OCSD as set forth in
Sections 7, 8, and 9 hereof, and applicable provisions in the General Conditions. The time for
completion includes Ten (10) calendar days determined by OCSD likely to be inclement weather
when CONTRACTOR will be unable to work.
In addition, CONTRACTOR shall accomplish such milestones within the periods of performance
set forth in Appendix A of the Special Provisions entitled "Work Completion Schedule."
SECTION—6 TIME IS OF THE ESSENCE
Time is of the essence of this Contract. As required by the Contract Documents,
CONTRACTOR shall prepare and obtain approval of all shop drawings, details and samples,
and do all other things necessary and incidental to the prosecution of CONTRACTOR's Work in
conformance with an approved construction progress schedule. CONTRACTOR shall
coordinate the Work covered by this Contract with that of all other contractors, subcontractors
and of OCSD, in a manner that will facilitate the efficient completion of the entire Work and
accomplish the required milestone(s), if any, by the applicable deadline(s) in accordance with
Section 5 herein. OCSD shall have the right to assert complete control of the premises on
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CONFORMED
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which the Work is to be performed and shall have the right to decide the time or order in which
the various portions of the Work shall be installed or the priority of the work of subcontractors,
and, in general, all matters representing the timely and orderly conduct of the Work of
CONTRACTOR on the premises.
SECTION—7 EXCUSABLE DELAYS
CONTRACTOR shall only be excused for any delay in the prosecution or completion of the
Project as specifically provided in General Conditions, "Extensions for Delay", and the General
Requirements, "By CONTRACTOR or Others—Unknown Utilities during Contract Work".
Extensions of time and extra compensation arising from such excusable delays will be
determined in accordance with the General Conditions, "Extension of Time for Delay" and
"Contract Price Adjustments and Payments", and extensions of time and extra compensation as
a result of incurring undisclosed utilities will be determined in accordance with General
Requirements, "By CONTRACTOR or Others— Unknown Utilities during Contract Work".
OCSD's decision will be conclusive on all parties to this Contract.
SECTION—S EXTRA WORK
The Contract Price as set forth in Section 11, includes compensation for all Work performed by
CONTRACTOR, unless CONTRACTOR obtains a Change Order signed by a designated
representative of OCSD specifying the exact nature of the Extra Work and the amount of extra
compensation to be paid all as more particularly set forth in Section 9 hereof and the General
Conditions, "Request for Change (Changes at CONTRACTOR's Request)", "OWNER Initiated
Changes", and "Contract Price Adjustments and Payments".
In the event a Change Order is issued by OCSD pursuant to the Contract Documents, OCSD
shall extend the time fixed in Section 5 for completion of the Project by the number of days, if
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CONFORMED
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any, reasonably required for CONTRACTOR to perform the Extra Work, as determined by
OCSD's ENGINEER. The decision of the ENGINEER shall be final.
SECTION-9 CHANGES IN PROJECT
OCSD may at any time, without notice to any Surety, by Change Order, make any changes in
the Work within the general scope of the Contract Document, including but not limited to
changes:
1. In the Specifications (including Drawings and designs);
2. In the time, method or manner of performance of the Work;
3. In OCSD-furnished facilities, equipment, materials, services or site; or
4. Directing acceleration in the performance of the Work.
No change of period of performance or Contract Price, or any other change in the Contract
Documents, shall be binding until the Contract is modified by a fully executed Change Order.
All Change Orders shall be issued in accordance with the requirements set forth in the General
Conditions, "Request for Change (Changes at CONTRACTOR's Request)" and "OWNER
Initiated Changes'.
SECTION—10 LIQUIDATED DAMAGES FOR DELAY
Liquidated Damages shall be payable in the amounts and upon the occurrence of such events
or failure to meet such requirements or deadlines as provided in the Special Provisions,
"Liquidated Damages and Incentives."
SECTION—11 CONTRACT PRICE AND METHOD OF PAYMENT
A. OCSD agrees to pay and the CONTRACTOR agrees to accept as full consideration for the
faithful performance of this Contract, subject to any additions or deductions as provided in
approved Change Orders, the sum of One Million Three Hundred Eighty-Nine Thousand
($1,389,000) as itemized on the Attached Exhibit"A".
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CONFORMED
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Upon satisfaction of the conditions precedent to payment set forth in the General
Requirements, Additional General Requirements and General Conditions (including but
not limited to Sections entitled "Mobilization Payment Requirements" and "Payment
Itemized Breakdown of Contract Lump Sum Prices"), there shall be paid to the
CONTRACTOR an initial Net Progress Payment for mobilization. OCSD shall issue at the
commencement of the job a schedule which shows:
1. A minimum of one payment to be made to the CONTRACTOR for each successive
four(4)week period as the Work progresses, and
2. The due dates for the CONTRACTOR to submit requests for payment to meet the
payment schedule.
After the initial Net Progress Payment, and provided the CONTRACTOR submits the
request for payment prior to the end of the day required to meet the payment schedule,
the CONTRACTOR shall be paid a Net Progress Payment on the corresponding monthly
payment date set forth in the schedule.
Payments shall be made on demands drawn in the manner required by law, accompanied
by a certificate signed by the ENGINEER, stating that the Work for which payment is
demanded has been performed in accordance with the terms of the Contract Documents,
and that the amount stated in the certificate is due under the terms of the Contract.
Payment applications shall also be accompanied with all documentation, records, and
releases as required by the Contract, Exhibit A, Schedule of Prices, and General
Conditions, "Payment for Work—General". The Total amount of Progress Payments shall
not exceed the actual value of the Work completed as certified by OCSD's ENGINEER.
The processing of payments shall not be considered as an acceptance of any part of the
Work.
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B. As used in this Section, the following defined terms shall have the following meanings:
1. "Net Progress Payment" means a sum equal to the Progress Payment less the
Retention Amount and other qualified deductions (Liquidated Damages, stop
payment notices, etc.).
2. "Progress Payment' means a sum equal to:
a. the value of the actual Work completed since the commencement of the Work
as determined by OCSD;
b. plus the value of material suitably stored at the worksite, treatment plant or
approved storage yards subject to or under the control of OCSD since the
commencement of the Work as determined by OCSD;
C. less all previous Net Progress Payments;
d. less all amounts of previously qualified deductions;
e. less all amounts previously retained as Retention Amounts.
3. "Retention Amount'for each Progress Payment means the percentage of each
Progress Payment to be retained by OCSD to assure satisfactory completion of the
Contract. The amount to be retained from each Progress Payment shall be
determined as provided in the General Conditions—"Retained Funds; Substitution of
Securities."
SECTION-12 SUBSTITUTION OF SECURITIES IN LIEU OF RETENTION OF FUNDS
Pursuant to Public Contract Code Section 22300 at seq., the CONTRACTOR may, at its sole
expense, substitute securities as provided in General Conditions—"Retained Funds;
Substitution of Securities."
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SECTION - 13 COMPLETION
Final Completion and Final Acceptance shall occur at the time and in the manner specified in the
General Conditions, "Final Acceptance and Final Completion", "Final Payment" and Exhibit A-
Schedule of Prices.
Upon receipt of all documentation, records, and releases as required by the Contract from the
CONTRACTOR, OCSD shall proceed with the Final Acceptance as specified in General
Conditions.
SECTION-14 CONTRACTOR'S EMPLOYEES COMPENSATION
A. Davis-Bacon Act:
CONTRACTOR will pay and will require all Subcontractors to pay all employees on said
Project a salary or wage at least equal to the prevailing rate of per diem wages as
determined by the Secretary of Labor in accordance with the Davis-Bacon Act for each
craft or type of worker needed to perform the Contract. The provisions of the Davis-Bacon
Act shall apply only if the Contract is in excess of Two Thousand Dollars ($2,000.00) and
when twenty-five percent (25%) or more of the Contract is funded by federal assistance. If
the aforesaid conditions are met, a copy of the provisions of the Davis-Bacon Act to be
complied with are incorporated herein as a part of this Contract and referred to by
reference.
B. General Prevailing Rate:
OCSD has been advised by the State of California Director of Industrial Relations of its
determination of the general prevailing rate of per diem wages and the general prevailing
rate for legal holiday and overtime Work in the locality in which the Work is to be
performed for each craft or type of Work needed to execute this Contract, and copies of
the same are on file in the Office of the ENGINEER of OCSD. The CONTRACTOR
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PROJECT NO. FE15-10
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Page 10 of 26
agrees that not less than said prevailing rates shall be paid to workers employed on this
public works Contract as required by Labor Code Section 1774 of the State of California.
Per California Labor Code 1773.2, OCSD will have on file copies of the prevailing rate of
per diem wages at its principal office and at each job site, which shall be made available to
any interested party upon request.
C. Forfeiture for Violation:
CONTRACTOR shall, as a penalty to OCSD, forfeit Two Hundred Dollars ($200.00)for
each calendar day or portion thereof for each worker paid (either by the CONTRACTOR or
any Subcontractor under it) less than the prevailing rate of per diem wages as set by the
Director of Industrial Relations, in accordance with Sections 1770-1780 of the California
Labor Code for the Work provided for in this Contract, all in accordance with Section 1775
of the Labor Code of the State of California.
D. Apprentices:
Sections 1777.5, 1777.6, 1777.7 of the Labor Code of the State of California, regarding
the employment of apprentices are applicable to this Contract and the CONTRACTOR
shall comply therewith if the prime contract involves Thirty Thousand Dollars ($30,000.00)
or more.
E. Workday:
In the performance of this Contract, not more than eight(8) hours shall constitute a day's
work, and the CONTRACTOR shall not require more than eight (8) hours of labor in a day
from any person employed by him hereunder except as provided in paragraph (B) above.
CONTRACTOR shall conform to Article 3, Chapter 1, Part 7 (Section 1810 at seg.)of the
Labor Code of the State of California and shall forfeit to OCSD as a penalty, the sum of
Twenty-five Dollars ($25.00)for each worker employed in the execution of this Contract by
CONTRACTOR or any Subcontractor for each calendar day during which any worker is
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CONFORMED
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required or permitted to labor more than eight (8) hours in any one calendar day and forty
(40) hours in any one week in violation of said Article. CONTRACTOR shall keep an
accurate record showing the name and actual hours worked each calendar day and each
calendar week by each worker employed by CONTRACTOR in connection with the
Project.
F. Registration: Record of Wages: Insoection:
CONTRACTOR shall comply with the registration requirements of Labor Code Section 1725.5.
Pursuant to Labor Code Section 1771.4, the Work is subject to compliance monitoring by the
California Department of Industrial Relations. CONTRACTOR shall maintain accurate payroll
records and shall submit payroll records to the Labor Commissioner pursuant to Labor Code
Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may
be deducted from progress payments per Section 1776.
CONTRACTOR shall comply with the job site notices posting requirements established by
the Labor Commissioner per Title 8, California Code of Regulations Section 16461(a).
SECTION-15 SURETYBONDS
CONTRACTOR shall, before entering upon the performance of this Contract, furnish Bonds
approved by OCSD's General Counsel—one in the amount of one hundred percent(100%)of
the Contract amount, to guarantee the faithful performance of the Work, and the other in the
amount of one hundred percent (100%)of the Contract amount to guarantee payment of all
claims for labor and materials furnished. As changes to the Contract occur via approved
Change Orders, the CONTRACTOR shall assure that the amounts of the Bonds are adjusted to
maintain 100% of the Contract Price. This Contract shall not become effective until such Bonds
are supplied to and approved by OCSD. Bonds must be issued by a Surety authorized by the
State Insurance Commissioner to do business in California. The Performance Bond shall
remain in full force and effect through the warranty period, as specified in Section 19 below. All
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Bonds required to be submitted relating to this Contract must comply with California Code of
Civil Procedure Section 995.630. Each Bond shall be executed in the name of the Surety
insurer under penalty of perjury, or the fact of execution of each Bond shall be duly
acknowledged before an officer authorized to take and certify acknowledgments, and either one
of the following conditions shall be satisfied:
A. A copy of the transcript or record of the unrevoked appointment, power of attorney, by-
laws, or other instrument, duly certified by the proper authority and attested by the seal of
the insurer entitling or authorizing the person who executed the Bond to do so for and on
behalf of the insurer, is on file in the Office of the County Clerk of the County of Orange; or
B. A copy of a valid power of attorney is attached to the Bond.
SECTION— 16 INSURANCE
CONTRACTOR shall purchase and maintain, for the duration of the Contract, insurance against
claims for injuries to persons, or damages to property which may arise from or in connection
with the performance of the Work hereunder, and the results of that Work by CONTRACTOR,
its agents, representatives, employees, or Subcontractors, in amounts equal to the
requirements set forth below. CONTRACTOR shall not commence Work under this Contract
until all insurance required under this Section is obtained in a form acceptable to OCSD, nor
shall CONTRACTOR allow any Subcontractor to commence Work on a subcontract until all
insurance required of the Subcontractor has been obtained. CONTRACTOR shall maintain all
of the foregoing insurance coverages in force through the point at which the Work under this
Contract is fully completed and accepted by OCSD pursuant to the provisions of the General
Conditions, "Final Acceptance and Final Completion'. Furthermore, CONTRACTOR shall
maintain all of the foregoing insurance coverages in full force and effect throughout the warranty
period, commencing on the date of Final Acceptance. The requirement for carrying the
foregoing insurance shall not derogate from the provisions for indemnification of OCSD by
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CONTRACTOR under Section 17 of this Contract. Notwithstanding nor diminishing the
obligations of CONTRACTOR with respect to the foregoing, CONTRACTOR shall subscribe for
and maintain in full force and effect during the life of this Contract, inclusive of all changes to the
Contract Documents made in accordance with the provisions of the General Conditions,
"Request for Change (Changes at CONTRACTOR's Request)" and/or"OWNER Initiated
Changes', the following insurance in amounts not less than the amounts specified. OCSD
reserves the right to amend the required limits of insurance commensurate with the
CONTRACTOR's risk at any time during the course of the Project. No vehicles may enter
OCSD premises/worksite without possessing the required insurance coverage.
CONTRACTOR's insurance shall also comply with all insurance requirements prescribed by
agencies from whom permits shall be obtained for the Work and any other third parties from
whom third party agreements are necessary to perform the Work (collectively, the "Third
Parties'), The Special Provisions may list such requirements and sample forms and
requirements from such Third Parties may be included in an attachment to the General
Requirements. CONTRACTOR bears the responsibility to discover and comply with all
requirements of Third Parties, including meeting specific insurance requirements, that are
necessary for the complete performance of the Work. To the extent there is a conflict between
the Third Parties' insurance requirements and those set forth by OCSD herein, the
requirement(s) providing the more protective coverage for both OSCD and the Third Parties
shall control and be purchased and maintained by CONTRACTOR.
A. Limits of Insurance
1. General Liability: Ten Million Dollars ($10,000,000) per occurrence and a general
aggregate limit of Ten Million Dollars ($10,000,000)for bodily injury, personal injury
and property damage. Coverage shall include each of the following:
a. Premises-Operations.
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b. Products and Completed Operations, with limits of at least Ten Million Dollars
($10,000,000) per occurrence and a general aggregate limit of Ten Million
Dollars ($10,000,000)which shall be in effect at all times during the warranty
period set forth in the Warranty section herein, and as set forth in the General
Conditions, "Warranty(CONTRACTOR's Guarantee)", plus any additional
extension or continuation of time to said warranty period that may be required
or authorized by said provisions.
C. Broad Form Property Damage, expressly including damage arising out of
explosion, collapse, or underground damage.
d. Contractual Liability, expressly including the indemnity provisions assumed
under this Contract.
e. Separation of Insured Clause, providing that coverage applies separately to
each insured, except with respect to the limits of liability.
f. Independent CONTRACTOR's Liability.
To the extent first dollar coverage, including defense of any claim, is not
available to OCSD or any other additional insured because of any SIR,
deductible, or any other form of self insurance, CONTRACTOR is obligated to
assume responsibility of insurer until the deductible, SIR or other condition of
insurer assuming its defense and/or indemnity has been satisfied.
CONTRACTOR shall be responsible to pay any deductible or SIR.
g. If a crane will be used, the General Liability insurance will be endorsed to add
Riggers Liability coverage or its equivalent to cover the usage of the crane and
exposures with regard to the crane operators, riggers and others involved in
using the crane.
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h. If divers will be used, the General Liability insurance will be endorsed to cover
marine liability or its equivalent to cover the usage of divers.
2. Automobile Liability: The CONTRACTOR shall maintain a policy of Automobile
Liability Insurance on a comprehensive form covering all owned, non-owned, and
hired automobiles, trucks, and other vehicles providing the following minimum limits
of liability coverage:
Either(1)a combined single limit of Ten Million Dollars ($10,000,000) and a general
aggregate limit of Ten Million Dollars ($10,000,000)for bodily injury, personal injury
and property damage;
Or alternatively, (2) Ten Million Dollars ($10,000,000) per person for bodily injury and
Five Million Dollars ($5,000,000) per accident for property damage.
3. Umbrella Excess Liability: The minimum limits of general liability and automobile
liability insurance required, as set forth above, shall be provided for either in a single
policy of primary insurance or a combination of policies of primary and umbrella
excess coverage. Excess liability coverage shall be issued with limits of liability
which, when combined with the primary insurance, will equal the minimum limits for
general liability and automobile liability.
4. Drone Liability Insurance: If a drone will be used, drone liability insurance must be
maintained by CONTRACTOR in the amount of One Million Dollars ($1,000,000) in a
form acceptable by OCSD.
5. Worker's Compensation/Employer's Liability: CONTRACTOR shall provide such
Worker's Compensation Insurance as required by the Labor Code of the State of
California, including employer's liability with a minimum limit of One Million Dollars
($1,000,000) per accident for bodily injury or disease. If an exposure to Jones Act
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liability may exist, the insurance required herein shall include coverage with regard to
Jones Act claims.
Where permitted by law, CONTRACTOR hereby waives all rights of recovery by
subrogation because of deductible clauses, inadequacy of limits of any insurance
policy, limitations or exclusions of coverage, or any other reason against OCSD, its
or their officers, agents, or employees, and any other contractor or subcontractor
performing Work or rendering services on behalf of OCSD in connection with the
planning, development and construction of the Project. In all its insurance coverages
related to the Work, CONTRACTOR shall include clauses providing that each insurer
shall waive all of its rights of recovery by subrogation against OCSD, its or their
officers, agents, or employees, or any other contractor or subcontractor performing
Work or rendering services at the Project. Where permitted by law, CONTRACTOR
shall require similar written express waivers and insurance clauses from each of its
Subcontractors of every tier. A waiver of subrogation shall be effective as to any
individual or entity, even if such individual or entity (a)would otherwise have a duty
of indemnification, contractual or otherwise, (b)did not pay the insurance premium,
directly or indirectly, and (c)whether or not such individual or entity has an insurable
interest in the property damaged.
6. Pollution Liability Insurance: CONTRACTOR shall purchase and maintain insurance
for pollution liability covering bodily injury, property damage (including loss of use of
damaged property or property that has not been physically injured or destroyed),
cleanup costs, and defense costs (including costs and expenses for investigation,
defense, or settlement of claims). Coverage shall carry limits of at least One Million
Dollars ($1,000,000) and shall apply to sudden and non-sudden pollution conditions
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(including sewage spills), both at the site or needed due to migration of pollutants
from the site, resulting from the escape or release of smoke, vapors, fumes, acids,
alkalis, toxic chemicals, liquids or gases, waste materials, or other irritants,
contaminants or pollutants.
If CONTRACTOR provides coverage written on a claims-made basis, OCSD has the
right to approve or reject such coverage in its own discretion. If written on a claims-
made basis, the CONTRACTOR warrants that any retroactive date applicable to
coverage under the policy precedes the effective date of this Contract, and that
continuous coverage will be maintained, or an extended discovery period will be
exercised, for a period of two years beginning from the time that the Project under
this Contract is completed.
7. Limits are Minimums: If CONTRACTOR maintains higher limits than the minimums
shown in this Section, OCSD requires and shall be entitled to coverage for the higher
limits maintained by the CONTRACTOR.
B. Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by OCSD. At
the option of OCSD, either: the Insurer shall reduce or eliminate such deductibles or self-
insured retentions as respects OCSD, its Directors, officers, agents, CONSULTANTS, and
employees; or CONTRACTOR shall provide a financial guarantee satisfactory to OCSD
guaranteeing payment of losses and related investigations, claim administration, and
defense expenses.
C. Other Insurance Provisions
1. Each such policy of General Liability Insurance and Automobile Liability Insurance
shall be endorsed to contain, the following provisions:
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a. OCSD, its Directors, officers, agents, CONSULTANTS, and employees, and all
public agencies from whom permits will be obtained, and their Directors,
officers, agents, and employees are hereby declared to be additional insureds
under the terms of this policy, but only with respect to the operations of
CONTRACTOR at or from any of the sites of OCSD in connection with this
Contract, or acts and omissions of the additional insured in connection with its
general supervision or inspection of said operations related to this Contract.
b. Insurance afforded by the additional insured endorsement shall apply as
primary insurance, and other insurance maintained by OCSD shall be excess
only and not contributing with insurance provided under this policy.
2. Each insurance policy required herein shall be endorsed to state that coverage shall
not be cancelled by either party, except after thirty(30) days prior written notice by
certified mail, return receipt requested, and that coverage shall not be cancelled for
non-payment of premium except after ten (10)days prior written notice by certified
mail, return receipt requested. Should there be changes in coverage or an increase
in deductible or SIR amounts, CONTRACTOR undertakes to procure a manuscript
endorsement from its insurer giving 30 days prior notice of such an event to OCSD,
or to have its insurance broker/agent send to OCSD a certified letter describing the
changes in coverage and any increase in deductible or SIR amounts. The certified
letter must be sent Attention: Risk Management and shall be received not less than
twenty (20) days prior to the effective date of the change(s). The letter must be
signed by a Director or Officer of the broker/agent and must be on company
letterhead, and may be sent via e-mail in pdf format.
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3. Coverage shall not extend to any indemnity coverage for the active negligence of
any additional insured in any case where an agreement to indemnify the additional
insured would be invalid under California Civil Code Section 2782(b).
4. If required by a public agency from whom permit(s)will be obtained, each policy of
General Liability Insurance and Automobile Liability Insurance shall be endorsed to
specify by name the public agency and its legislative members, officers, agents,
CONSULTANTS, and employees, to be additional insureds.
D. Acceptability of Insurers
Insurers must have an "A-", or better, Policyholder's Rating, and a Financial Rating of at
least Class Vill, or better, in accordance with the most current A.M. Best Rating Guide.
OCSD recognizes that State Compensation Insurance Fund has withdrawn from
participation in the A.M. Best Rating Guide process. Nevertheless, OCSD will accept
State Compensation Insurance Fund for the required policy of workers compensation
insurance, subject to OCSD's option, at any time during the term of this Contract, to
require a change in insurer upon twenty (20)days written notice. Further, OCSD will
require CONTRACTOR to substitute any insurer whose rating drops below the levels
herein specified. Said substitution shall occur within twenty (20)days of written notice to
CONTRACTOR by OCSD or its agent.
E. Verification of Coverage
CONTRACTOR shall furnish OCSD with original certificates and mandatory endorsements
affecting coverage. Said policies and endorsements shall conform to the requirements
herein stated. All certificates and endorsements are to be received and approved by
OCSD before Work commences. OCSD reserves the right to require complete, certified
copies of all required insurance policies, including endorsements, affecting the coverage
required by these Specifications at any time.
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F. Subcontractors
CONTRACTOR shall be responsible to establish insurance requirements for any
Subcontractors hired by CONTRACTOR. The insurance shall be in amounts and types
reasonably sufficient to deal with the risk of loss involving the Subcontractor's operations
and work. OCSD and any public agency issuing permits for the Project must be named as
"Additional Insured"on any General Liability or Automobile Liability policy obtained by a
Subcontractor. The CONTRACTOR must obtain copies and maintain current versions of
all Subcontractors' policies, Certificate of Liability and mandatory endorsements effecting
coverage. Upon request, CONTRACTOR must furnish OCSD with the above referenced
required documents.
G. Required Forms and Endorsements
1. Required ACORD Form
a. Certificate of Liability Form 25
2. Required Insurance Services Office, Inc. Endorsements (when alternative forms are
shown, they are listed in order of preference)
In the event any of the following forms are cancelled by Insurance Services Office,
Inc. (ISO), or are updated, the ISO replacement form or equivalent must be supplied.
a. Commercial General Liability Form CG-0001 10 01
b. Additional Insured Including Form CG-2010 10 01 and
Products-Completed Operations Form CG-2037 10 01
C. Waiver of Transfer of Rights of Form CG-2404 11 85; or
Recovery Against Others to Us/ Form CG-2404 10 93
Waiver of Subrogation
3. Required State Compensation Insurance Fund Endorsements
a. Waiver of Subrogation Endorsement No. 2570
b. Cancellation Notice Endorsement No. 2065
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4. Additional Required Endorsements
a. Notice of Policy Termination Manuscript Endorsement
5. Pollution Liability Endorsements
There shall be a Separation of Insured Clause or endorsement, providing that
coverage applies separately to each insured, except with respect to the limits of
liability. There shall also be an endorsement or policy language containing a waiver
of subrogation rights on the part of the insurer.
OCSD, its directors, officers, agents, CONSULTANTS and employees and all public
agencies from whom permits will be obtained as well as their directors, officers,
agents, and employees shall be included as insureds under the policy. Any
additional insured endorsement shall contain language at least as broad as the
coverage language contained in ISO form CG 20 10 11 85 or alternatively in both
CG 20 10 10 01 and CG 20 37 10 01 together.
SECTION-17 RISK AND INDEMNIFICATION
All Work covered by this Contract done at the site of construction or in preparing or delivering
materials to the site shall be at the risk of CONTRACTOR alone. CONTRACTOR shall save,
indemnify, defend, and keep OCSD and others harmless as more specifically set forth in
General Conditions, "General Indemnification".
SECTION-18 TERMINATION
This Contract may be terminated in whole or in part in writing by OCSD in the event of
substantial failure by the CONTRACTOR to fulfill its obligations under this Agreement, or it may
be terminated by OCSD for its convenience provided that such termination is effectuated in a
manner and upon such conditions set forth more particularly in General Conditions,
"Termination for Default" and/or"Termination for Convenience", provided that no termination
may be effected unless proper notice is provided to CONTRACTOR at the time and in the
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manner provided in said General Conditions. If termination for default or convenience is
effected by OCSD, an equitable adjustment in the price provided for in this Contract shall be
made at the time and in the manner provided in the General Conditions, "Termination for
Default" and "Termination for Convenience".
SECTION—19 WARRANTY
The CONTRACTOR agrees to perform all Work under this Contract in accordance with the
Contract Documents, including OCSD's designs, Drawings and Specifications.
The CONTRACTOR guarantees for a period of at least one (1) year from the date of Final
Acceptance of the Work, pursuant to the General Conditions, "Final Acceptance and Final
Completion" that the completed Work is free from all defects due to faulty materials, equipment
or workmanship and that it shall promptly make whatever adjustments or corrections which may
be necessary to cure any defects, including repairs of any damage to other parts of the system
resulting from such defects. OCSD shall promptly give notice to the CONTRACTOR of
observed defects. In the event that the CONTRACTOR fails to make adjustments, repairs,
corrections or other work made necessary by such defects, OCSD may do so and charge the
CONTRACTOR the cost incurred. The CONTRACTOR's warranty shall continue as to any
corrected deficiency until the later of(1)the remainder of the original one-year warranty period;
or(2)one year after acceptance by OCSD of the corrected Work. The Performance Bond and
the Payment Bond shall remain in full force and effect through the guarantee period.
The CONTRACTOR's obligations under this clause are in addition to the CONTRACTOR's
other express or implied assurances under this Contract, including but not limited to specific
manufacturer or other extended warranties specified in the Plans and Specifications, or state
law and in no way diminish any other rights that OCSD may have against the CONTRACTOR
for faulty materials, equipment or Work.
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SECTION-20 ASSIGNMENT
No assignment by the CONTRACTOR of this Contract or any part hereof, or of funds to be
received hereunder, will be recognized by OCSD unless such assignment has had prior written
approval and consent of OCSD and the Surety.
SECTION—21 RESOLUTION OF DISPUTES
OCSD and the CONTRACTOR shall comply with the provisions of California Public Contract
Code Section 20104 at. seq., regarding resolution of construction claims for any Claims which
arise between the CONTRACTOR and OCSD, as well as all applicable dispute and Claims
provisions as set forth in the General Conditions and as otherwise required by law.
SECTION—22 SAFETY & HEALTH
CONTRACTOR shall comply with all applicable safety and health requirements mandated by
federal, state, city and/or public agency codes, permits, ordinances, regulations, and laws, as
well as these Contract Documents, including but not limited to the General Requirements,
Section entitled "Safety" and Exhibit B OCSD Safety Standards.
SECTION-23 NOTICES
Any notice required or permitted under this Contract may be given by ordinary mail at the
address set forth below. Any party whose address changes shall notify the other party in
writing.
TO OCSD: Orange County Sanitation District
10844 Ellis Avenue
Fountain Valley, California 92708-7018
Attn: Clerk of the Board
Copy to: Orange County Sanitation District
10844 Ellis Avenue
Fountain Valley, California 92708-7018
Attn: Construction Manager
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Bradley R. Hogin, Esquire
Woodruff, Spradlin &Smart
555 Anton Boulevard
Suite 1200
Costa Mesa, California 92626
TO CONTRACTOR: Charles King Company
2841 Gardena Avenue
Signal Hill, CA 90755
Copy to: Debra King
Charles King Company
2841 Gardena Avenue
Signal Hill, CA 90755
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IN WITNESS WHEREOF, the parties hereto have executed this Contract Agreement as the
date first hereinabove written.
CONTRACTOR: Charles King Company
2841 Gardena Avenue
Signal Hill, CA 90755
By
Printed Name
Its
CONTRACTOR's State License No. 738236 (Expiration Date—07/31/2019)
OCSD: Orange County Sanitation District
By
Gregory C. Sebourn, PLS
Chair, Board of Directors
By
Kelly A. Lore
Clerk of the Board
By
Marc Dubois
Contracts, Purchasing and Materials
Management Manager
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EXHIBIT A
SCHEDULE OF PRICES
C-EXA-080414
TABLE OF CONTENTS
EXHIBIT A
SCHEDULE OF PRICES
EXA-1 BASIS OF COMPENSATION.............................................................................1
EXA-2 PROGRESS PAYMENTS ..................................................................................1
EXA-3 RETENTION AND ESCROW ACCOUNTS........................................................1
EXA-4 STOP PAYMENT NOTICE.................................................................................3
EXA-5 PAYMENT TO SUBCONTRACTORS................................................................3
EXA-6 PAYMENT OF TAXES .......................................................................................3
EXA-7 FINAL PAYMENT...............................................................................................4
EXA-8 DISCOVERY OF DEFICIENCIES BEFORE AND AFTER FINAL PAYMENT...5
ATTACHMENT 1 -CERTIFICATION FOR REQUEST FOR PAYMENT.........................7
ATTACHMENT 2-SCHEDULE OF PRICES...................................................................8
C-EXA-080414
EXHIBIT A
SCHEDULE OF PRICES
EXA-1 BASIS OF COMPENSATION
CONTRACTOR will be paid the Contract Price according to the Schedule of
Prices, and all other applicable terms and conditions of the Contract
Documents.
EXA-2 PROGRESSPAYMENTS
Progress payments will be made in accordance with all applicable terms and
conditions of the Contract Documents, including, but not limited to:
1. Contract Agreement—Section 11 —"Contract Price and Method of
Payment;"
2. General Conditions—"Payment—General";
3. General Conditions—"Payment—Applications for Payment';
4. General Conditions—"Payment— Mobilization Payment Requirements;"
5. General Conditions—"Payment— Itemized Breakdown of Contract Lump
Sum Prices";
6. General Conditions—"Contract Price Adjustments and Payments";
7. General Conditions—"Suspension of Payments";
8. General Conditions—"OCSD's Right to Withhold Certain Amounts and
Make Application Thereof"; and
9. General Conditions—"Final Payment."
EXA-3 RETENTION AND ESCROW ACCOUNTS
A. Retention:
OCSD shall retain a percentage of each progress payment to assure
satisfactory completion of the Work. The amount to be retained from each
progress payment shall be determined as provided in General Conditions—
"Retained Funds; Substitution of Securities". In all contracts between
CONTRACTOR and its Subcontractors and/or Suppliers, the retention may not
exceed the percentage specified in the Contract Documents.
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B. Substitution of Securities:
CONTRACTOR may, at its sole expense, substitute securities as provided in
General Conditions—"Retained Funds; Substitution of Securities' Payment of
Escrow Agent:
In lieu of substitution of securities as provided above, the CONTRACTOR may
request and OCSD shall make payment of retention earned directly to the
escrow agent at the expense of the CONTRACTOR. At the expense of the
CONTRACTOR, the CONTRACTOR may direct the investment of the
payments into securities consistent with Government Code §16430 and the
CONTRACTOR shall receive the interest earned on the investments upon the
same terms provided for in this article for securities deposited by the
CONTRACTOR. Upon satisfactory completion of the Contract, the
CONTRACTOR shall receive from the escrow agent all securities, interest and
payments received by the escrow agent from OCSD, pursuant to the terms of
this article. The CONTRACTOR shall pay to each Subcontractor, not later than
twenty (20)calendar days after receipt of the payment, the respective amount
of interest earned, net of costs attributed to retention withheld from each
Subcontractor, on the amount of retention withheld to ensure the performance
of the Subcontractor. The escrow agreement used by the escrow agent
pursuant to this article shall be substantially similar to the form set forth in
§22300 of the California Public Contract Code.
C. Release of Retention:
Upon Final Acceptance of the Work, the CONTRACTOR shall submit an
invoice for release of retention in accordance with the terms of the Contract.
D. Additional Deductibles:
In addition to the retentions described above, OCSD may deduct from each
progress payment any or all of the following:
1. Liquidated Damages that have occurred as of the date of the application for
progress payment;
2. Deductions from previous progress payments already paid, due to OCSD's
discovery of deficiencies in the Work or non-compliance with the
Specifications or any other requirement of the Contract;
3. Sums expended by OCSD in performing any of the CONTRACTOR'S
obligations under the Contract that the CONTRACTOR has failed to
perform, and;
4. Other sums that OCSD is entitled to recover from the CONTRACTOR
under the terms of the Contract, including without limitation insurance
deductibles and assessments.
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The failure of OCSD to deduct any of the above-identified sums from a
progress payment shall not constitute a waiver of OCSD's right to such sums or
to deduct them from a later progress payment.
EXA-4 STOP PAYMENT NOTICE
In addition to other amounts properly withheld under this article or under other
provisions of the Contract, OCSD shall retain from progress payments
otherwise due the CONTRACTOR an amount equal to one hundred twenty-five
percent (125%)of the amount claimed under any stop payment notice under
Civil Code§9350 at. seq. or other lien filed against the CONTRACTOR for
labor, materials, supplies, equipment, and any other thing of value claimed to
have been furnished to and/or incorporated into the Work; or for any other
alleged contribution thereto. In addition to the foregoing and in accordance with
Civil Code§9358 OCSD may also satisfy its duty to withhold funds for stop
payment notices by refusing to release funds held in escrow pursuant to public
receipt of a release of stop payment notice executed by a stop payment notice
claimant, a stop payment notice release bond, an order of a court of competent
jurisdiction, or other evidence satisfactory to OCSD that the CONTRACTOR
has resolved such claim by settlement.
EXA-5 PAYMENT TO SUBCONTRACTORS
Requirements
1. The CONTRACTOR shall pay all Subcontractors for and on account of
Work performed by such Subcontractors, not later than seven (7) days after
receipt of each progress payment as required by the California Business
and Professions Code §7108.5. Such payments to Subcontractors shall be
based on the measurements and estimates made pursuant to article
progress payments provided herein.
2. Except as specifically provided by law, the CONTRACTOR shall pay all
Subcontractors any and all retention due and owing for and on account of
Work performed by such Subcontractors not later than seven (7)days after
CONTRACTOR'S receipt of said retention proceeds from OCSD as
required by the California Public Contract Code§7107.
EXA-6 PAYMENT OF TAXES
Unless otherwise specifically provided in this Contract, the Contract Price
includes full compensation to the CONTRACTOR for all taxes. The
CONTRACTOR shall pay all federal, state, and local taxes, and duties
applicable to and assessable against any Work, including but not limited to
retail sales and use, transportation, export, import, business, and special taxes.
The CONTRACTOR shall ascertain and pay the taxes when due. The
CONTRACTOR will maintain auditable records, subject to OCSD reviews,
confirming that tax payments are current at all times.
C-EXA-080414
PROJECT NO.FE15-10
EAST LIDO FORCE MAIN REHABILITATION
CONFORMED
Page 3 of 8
EXA-7 FINAL PAYMENT
After Final Acceptance of the Work, as more particularly set forth in the
General Conditions, "Final Acceptance and Final Completion", and after
Resolution of the Board authorizing final payment and satisfaction of the
requirements as more particularly set forth in General Conditions—"Final
Payment", a final payment will be made as follows:
1. Prior to Final Acceptance, the CONTRACTOR shall prepare and submit an
application for Final Payment to OCSD, including:
a. The proposed total amount due the CONTRACTOR, segregated by
items on the payment schedule, amendments, Change Orders, and
other bases for payment;
b. Deductions for prior progress payments;
c. Amounts retained;
d. A conditional waiver and release on final payment for each
Subcontractor(per Civil Code Section 8136);
e. A conditional waiver and release on final payment on behalf of the
CONTRACTOR (per Civil Code Section 8136);
f. List of Claims the CONTRACTOR intends to file at that time or a
statement that no Claims will be filed,
g. List of pending unsettled claims, stating claimed amounts, and copies of
any and all complaints and/or demands for arbitration received by the
CONTRACTOR; and
h. For each and every claim that resulted in litigation or arbitration which
the CONTRACTOR has settled, a conformed copy of the Request for
Dismissal with prejudice or other satisfactory evidence the arbitration is
resolved.
2. The application for Final Payment shall include complete and legally
effective releases or waivers of liens and stop payment notices satisfactory
to OCSD, arising out of or filed in connection with the Work. Prior progress
payments shall be subject to correction in OCSD's review of the application
for Final Payment. Claims filed with the application for Final Payment must
be otherwise timely under the Contract and applicable law.
3. Within a reasonable time, OCSD will review the CONTRACTOR'S
application for Final Payment. Any recommended changes or corrections
will then be forwarded to the CONTRACTOR. Within ten (10) calendar days
after receipt of recommended changes from OCSD, the CONTRACTOR will
make the changes, or list Claims that will be filed as a result of the
changes, and shall submit the revised application for Final Payment. Upon
C-EXA-080414
PROJECT NO.FE15-10
EAST LIDO FORCE MAIN REHABILITATION
CONFORMED
Page 4 of 8
acceptance by OCSD, the revised application for Final Payment will
become the approved application for Final Payment.
4. If no Claims have been filed with the initial or any revised application for
Final Payment, and no Claims remain unsettled within thirty-five (35)
calendar days after Final Acceptance of the Work by OCSD, and
agreements are reached on all issues regarding the application for Final
Payment, OCSD, in exchange for an executed release, satisfactory in form
and substance to OCSD, will pay the entire sum found due on the approved
application for Final Payment, including the amount, if any, allowed on
settled Claims.
5. The release from the CONTRACTOR shall be from any and all Claims
arising under the Contract, except for Claims that with the concurrence of
OCSD are specifically reserved, and shall release and waive all unreserved
Claims against OCSD and its officers, directors, employees and authorized
representatives. The release shall be accompanied by a certification by the
CONTRACTOR that:
a. It has resolved all Subcontractors, Suppliers and other Claims that are
related to the settled Claims included in the Final Payment;
b. It has no reason to believe that any party has a valid claim against the
CONTRACTOR or OCSD which has not been communicated in writing
by the CONTRACTOR to OCSD as of the date of the certificate;
c. All warranties are in full force and effect, and;
d. The releases and the warranties shall survive Final Payment.
6. If any claims remain open, OCSD may make Final Payment subject to
resolution of those claims. OCSD may withhold from the Final Payment an
amount not to exceed one hundred fifty percent (150%) of the sum of the
amounts of the open claims, and one hundred twenty-five percent (125%)
of the amounts of open stop payment notices referred to in article entitled
stop payment notices herein.
7. The CONTRACTOR shall provide an unconditional waiver and release on
final payment from each Subcontractor and Supplier providing Work under
the Contract(per Civil Code Section 8138) and an unconditional waiver and
release on final payment on behalf of the CONTRACTOR (per Civil Code
Section 8138)within thirty (30)days of receipt of Final Payment.
EXA-8 DISCOVERY OF DEFICIENCIES BEFORE AND AFTER FINAL PAYMENT
Notwithstanding OCSD's acceptance of the application for Final Payment and
irrespective of whether it is before or after Final Payment has been made,
OCSD shall not be precluded from subsequently showing that:
1. The true and correct amount payable for the Work is different from that
previously accepted;
C-EXA-080414
PROJECT NO.FE15-10
EAST LIDO FORCE MAIN REHABILITATION
CONFORMED
Page 5 of 8
2. The previously-accepted Work did not in fact conform to the Contract
requirements, or;
3. A previous payment or portion thereof for Work was improperly made.
OCSD also shall not be stopped from demanding and recovering damages
from the CONTRACTOR, as appropriate, under any of the foregoing
circumstances as permitted under the Contract or applicable law.
C-EXA-080414
PROJECT NO.FE15-10
EAST LIDO FORCE MAIN REHABILITATION
CONFORMED
Page 6 of 8
ATTACHMENT 1 —CERTIFICATION FOR REQUEST FOR PAYMENT
I hereby certify under penalty of perjury as follows:
That the claim for payment is in all respects true, correct; that the services mentioned
herein were actually rendered and/or supplies delivered to OCSD in accordance with the
Contract.
I understand that it is a violation of both the federal and California False Claims Acts to
knowingly present or cause to be presented to OCSD a false claim for payment or
approval.
A claim includes a demand or request for money. It is also a violation of the False
Claims Acts to knowingly make use of a false record or statement to get a false claim
paid. The term "knowingly" includes either actual knowledge of the information,
deliberate ignorance of the truth or falsity of the information, or reckless disregard for the
truth or falsity of the information. Proof of specific intent to defraud is not necessary
under the False Claims Acts. I understand that the penalties under the Federal False
Claims Act and State of California False Claims Act are non-exclusive, and are in
addition to any other remedies which OCSD may have either under contract or law.
I hereby further certify, to the best of my knowledge and belief, that:
1. The amounts requested are only for performance in accordance with the
Specifications, terms, and conditions of the Contract;
2. Payments to Subcontractors and Suppliers have been made from previous payments
received under the Contract, and timely payments will be made from the proceeds of
the payment covered by this certification;
3. This request for progress payments does not include any amounts which the prime
CONTRACTOR intends to withhold or retain from a Subcontractor or Supplier in
accordance with the terms and conditions of the subcontract; and
4. This certification is not to be construed as Final Acceptance of a Subcontractor's
performance.
Name
Title
Date
C-EXA-080414
PROJECT NO.FE15-10
EAST LIDO FORCE MAIN REHABILITATION
CONFORMED
Page 7 of 8
ATTACHMENT
SCHEDULE OF PRICES
See next pages for Bid Submittal Forms (Charles King
Company) BF-14 Schedule of Prices, Page 1 - 2
C-EXA-080414
PROJECT NO.FE15-10
EAST LIDO FORCE MAIN REHABILITATION
CONFORMED
Page 8 of 8
Bid submitted By: Charles King Company
(Name of Firm)
BF-14 SCHEDULE OF PRICES
INSTRUCTIONS
A. General
For Unit Prices, it is understood that the following quantities are approximate only and are
solely for the purpose of estimating the comparison of Bids, and that the actual value of Work
will be computed based upon the actual quantities in the completed Work,whether they be
more or less than those shown. CONTRACTOR's compensation for the Work under the
Contract Documents will be computed based upon the lump sum amount of the Contract at
time of award, plus any additional or deleted costs approved by OCSD via approved Change
Orders, pursuant to the Contract Documents.
Bidder shall separately price and accurately reflect costs associated with each line item,
leaving no blanks. Any and all modifications to the Bid must be initialed by an authorized
representative of the Bidder in accordance with the Instructions to Bidders, Preparation of Bid.
Bidders are reminded of Instruction to Bidders, Discrepancy in Bid Items,which, in summary,
provides that the total price for each item shall be based on the Unit Price listed for each item
multiplied by the quantity;and the correct Total Price for each item shall be totaled to
determine the Total Amount of Bid.
All applicable costs including overhead and profit shall be reflected in the respective unit costs
and the TOTAL AMOUNT OF BID. The Bid Price shall include all costs to complete the Work
including Profit overhead etc unless otherwise specified in the Contract Documents All
applicable sales taxes state and/or federal and any other special taxes patent rights or
royalties shall be included in the prices quoted in this Bid.
B. Basis of Award
AWARD OF THE CONTRACT WILL BE MADE ON THE BASIS OF THE LOWEST
RESPONSIVE AND RESPONSIBLE BID. THE LOWEST BID IS DEFINED AS THE'TOTAL
AMOUNT OF BID' LISTED IN THIS BID, UNLESS OTHERWISE SPECIFIED BELOW.
Note 1: Base Bid. Includes all costs necessary to furnish all labor, materials,equipment and
services for the construction of the Project per the Contract Documents.
SF-14 SCHEDULE OF PRICES C-BF-050517
PROJECT NO.FE15.10
EAST LIDO FORCE MAIN REHABILITATION
Page 1 of 2
Bid Submitted By: Charles King Company
(Name of Fine)
EXHIBIT A
SCHEDULE OF PRICES
BASE BID ITEMS (Refer to Note 1 in the Instructions):
Item No. Description Unit of Approz Unit Price Extended Price
Measurement my
1 Mobilization: Mobilization in conformance with the Contract Documents LumpSum ' '''"r' _
for the lump sum price of... ( �xS $ 50,000
2 Permits:Allowance for permits, Caltrans and City of Newport Beach r« '
inspection and other fees and charges required to complete the Work, Allowance ; _ $ 80,000
in conformance with the Contract Documents.
3 Shoring&Bracing: Furnish all labor, equipment and materials required
to provide sheeting, shoring and bracing for protection of life and limb in LumpSum " ° "' _ 0
trenches, open excavations and confined spaces, in conformance with $ ��o
the Contract Documents for the lump sum price of...
q Asphalt and Concrete Restoration and Striping: Furnish all labor, Q
equipment and materials required for the restoration of street pavement 3/
and striping and replacement of concrete curbs, gutters, and sidewalks Square Foot 1,300 x 30 - $
removed and/or damaged during construction required to perform the
Work as specified in the Contract Documents for the per unit price of...
5 All Other Work: Furnish all labor, equipment and materials to provide
all other work except for work specified under Bid Items 1 through 4 and xu _
6 required to perform the Work as specified in the Contract Documents Lump Sum + - $ /*w
for the lump sum price of... -'
g Demobilization: Furnish all labor, equipment and materials to provide
all demobilization activities performed by the CONTRACTOR including,
but not limited to, moving out, submittal and acceptance of As-Built Lump Sum = $ 25,000
Drawings, and final cleanup and restoration of the staging area to its
original condition upon Final Completion, in conformance with the
Contract Documents for the lump sum price of... .'
00
TOTAL AMOUNT OF BID(BASIS OF AWARD) $ 1, 9
BF-14 SCHEDULE OF PRICES C-BF-050517
PROJECT NO. FE15-10
EAST LIDO FORCE MAIN REHABILITATION
Page 2 of 2
BOARD OF DIRECTORS Meeting Date TOBE.Or Dir.
oB/zs/v
AGENDA REPORT ItemNumber IemNumber
e
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Rob Thompson, Director of Engineering
SUBJECT: SAFETY IMPROVEMENTS PROGRAM, PROJECT NO. J-126
GENERAL MANAGER'S RECOMMENDATION
A. Award a Construction Contract to AMTEK Construction for the Safety
Improvements Program, Contract No. J-126 B, F, and G for a total amount not to
exceed $557,759; and
B. Approve a contingency of$55,776 (10%).
BACKGROUND
The Orange County Sanitation District (Sanitation District) owns and operates facilities
that were designed and constructed from the 1950s to present. In July 2014, the Facility
Wide Safety Assessment, Project No. SP-145-1, reviewed safety issues at the Sanitation
District Plant Nos. 1 and 2 and pump stations. The study identified approximately 2,000
facility issues impacting worker safety and compliance with Cal/OSHA regulations
including electrical, fall protection, machine guarding, hazardous area classifications,
skylights, and walkway hazards. Each item was assigned a high, medium, or low priority
rating. Pending resolution of the safety items, the Sanitation District took interim
measures to mitigate life-safety risks.
There was approximately an even distribution between identified issues that would be
addressed using Sanitation District resources, and those that would be addressed
through the Capital Improvements Program (CIP), depending on their nature and
complexity. Items on the CIP list that could not be timely assigned to existing projects
have been assigned to Safety Improvements Program, Project No. J-126.
To resolve the deficiencies as quickly as possible, Safety Improvements Program, Project
No. J-126, is being executed through multiple construction packages that can be
completed in a shorter time than using a single construction contract. Development of
multiple construction packages also allows higher priority safety items to be completed
more quickly than lower priority items.
RELEVANT STANDARDS
Provide a safe and collegial workplace
Page 1 of 3
PROBLEM
Among the various Project No. J-126 deficiencies are 12 emergency and exit light issues
and 23 ladder and fall hazard issues.
PROPOSED SOLUTION
Award Construction Contract No. J-126BFG to correct the identified lighting and fall
hazard issues.
TIMING CONCERNS
Delaying resolution of the safety items poses potential threats to staff, Contractor, and
visitor safety.
RAMIFICATIONS OF NOT TAKING ACTION
• Staff, Contractors, and visitors will continue to be exposed to potential safety
hazards.
• Certain facilities will continue to not comply with code requirements.
PRIOR COMMITTEE/BOARD ACTIONS
N/A
ADDITIONAL INFORMATION
The Sanitation District advertised Contract No. J-126BFG for bid on May 15, 2017, and
two sealed bids were received on June 27, 2017.
Summary information on the bid opening is as follows:
Engineer's Estimate $ 548,498
Bidder Amount of Bid
R & H Industries dba Best Electric $ 537,700
AMTEK Construction $ 557,759
The bids were evaluated in accordance with the Sanitation District's policies and
procedures. As a result of the staff evaluation, Best Electric was determined to be
non-responsive. The following discussion provides details of the staff evaluation:
R & H Industries dba Best Electric
The bid documents required bidders to list five projects completed with aluminum and
stainless steel ladders and handrails that are of similar nature, scope, complexity, and
cost to this project. Bidders were also permitted to list any current relevant projects.
Page 2 of 3
Best Electric listed five electrical projects in its bid. The electrical only scope of work for
each project listed was confirmed by the Evaluation Team through contacting the
reference(s) listed for each project.
Best Electric listed one subcontractor in its bid to perform steel and ladder work. On
July 5, 2017, the Sanitation District sent a letter, overnight and via email, to Best Electric
requesting the same information required on the bid form from its listed subcontractor.
On July 10, 2017, the Sanitation District was informed by Best Electric, via email, that it
was not able to obtain the information from its subcontractor. It should be noted that the
subcontractor's license detail from the California State License Board (CSLB) indicates a
license issuance date of November 1, 2016. It should also be noted that the license
details from the CSLB for both the bidder and its listed subcontractor indicate the same
individual as owning ten percent or more of the voting stock/membership interest in both
companies.
There were several irregularities in the bid submitted by Best Electric; however, it is the
lack of verifiable required experience that renders the bid non-responsive.
Staff similarly evaluated the bid from AMTEK. The bid was determined to be responsible
and responsive. A notice was sent to both bidders on July 17, 2017, informing them of
the Sanitation District staff's intention to recommend award of the contract to AMTEK
Construction.
Staff recommends awarding a construction contract to the lowest responsive bidder,
AMTEK Construction, for Safety Improvements Program, Contract No. J-126BFG, for a
total amount not to exceed $557,759.
CEQA
A CEQA Notice of Exemption for this project was filed on August 14, 2015.
FINANCIAL CONSIDERATIONS
This item has been budgeted (FY2017-18 Budget Update, Appendix, Page A8, Project
No. J-126), and the budget is sufficient for the recommended action.
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the
complete agenda package:
Construction Contract
TG:dm:gc
Page 3 of 3
PART A
CONTRACT AGREEMENT
C-CA-011317
TABLE OF CONTENTS
CONTRACT AGREEMENT
SECTION - 1 GENERAL CONDITIONS..................................................................1
SECTION -2 MATERIALS AND LABOR.................................................................4
SECTION -3 PROJECT..........................................................................................4
SECTION -4 PLANS AND SPECIFICATONS ........................................................5
SECTION -5 TIME OF COMMENCEMENT AND COMPLETION ..........................5
SECTION -6 TIME IS OF THE ESSENCE .............................................................5
SECTION -7 EXCUSABLE DELAYS......................................................................6
SECTION -8 EXTRA WORK...................................................................................6
SECTION -9 CHANGES IN PROJECT...................................................................7
SECTION - 10 LIQUIDATED DAMAGES FOR DELAY.............................................7
SECTION - 11 CONTRACT PRICE AND METHOD OF PAYMENT.........................7
SECTION - 12 SUBSTITUTION OF SECURITIES IN LIEU OF RETENTION OF
FUNDS ..............................................................................................9
SECTION - 13 COMPLETION.................................................................................10
SECTION - 14 CONTRACTOR'S EMPLOYEES COMPENSATION.......................10
SECTION - 15 SURETY BONDS ............................................................................12
SECTION - 16 INSURANCE....................................................................................13
SECTION - 17 RISK AND INDEMNIFICATION.......................................................21
SECTION - 18 TERMINATION................................................................................21
SECTION - 19 WARRANTY....................................................................................22
SECTION -20 ASSIGNMENT.................................................................................23
SECTION -21 RESOLUTION OF DISPUTES ........................................................23
SECTION -22 SAFETY& HEALTH ........................................................................23
SECTION -23 NOTICES.........................................................................................24
C-CA-011317
CONTRACT AGREEMENT
ORANGE COUNTY SANITATION DISTRICT
CONTRACT NO. J-126 B, F, and G
SAFETY IMPROVEMENTS PROGRAM
THIS AGREEMENT is made and entered into, to be effective, this August 23, 2017, by and
between AMTEK Construction, hereinafter referred to as"CONTRACTOR" and the Orange
County Sanitation District, hereinafter referred to as "OCSD".
WITNESSETH
That for and in consideration of the promises and agreements hereinafter made and exchanged,
OCSD and CONTRACTOR agree as follows:
SECTION-1 GENERAL CONDITIONS
CONTRACTOR certifies and agrees that all the terms, conditions and obligations of the
Contract Documents as hereinafter defined, the location of the job site, and the conditions under
which the Work is to be performed have been thoroughly reviewed, and enters into this Contract
based upon CONTRACTOR's investigation of all such matters and is in no way relying upon
any opinions or representations of OCSD. It is agreed that this Contract represents the entire
agreement. It is further agreed that the Contract Documents are each incorporated into this
Contract by reference, with the same force and effect as if the same were set forth at length
herein, and that CONTRACTOR and its Subcontractors, if any, will be and are bound by any
and all of said Contract Documents insofar as they relate in any part or in any way, directly or
indirectly, to the Work covered by this Contract.
A. Contract Documents Order of Precedence
"Contract Documents" refers to those documents identified in the definition of"Contract
Documents" in the General Conditions—Definitions.
CONFORMED C-CA-011317
CONTRACT NO.J-126 B, F,and G
SAFETY IMPROVEMENTS PROGRAM
Page 1 of 25
1. In the event of a conflict between one Contract Document and any of the other
Contract Documents, the provisions in the document highest in precedence shall be
controlling. The order of precedence of the Contract Documents is as follows:
a. Supplemental Agreements—the last in time being the first in precedence
b. Addenda issued prior to opening of Bids—the last in time being the first in
precedence
c. Contract Agreement
d. Permits and other regulatory requirements
e. Special Provisions
f. General Conditions (GC)
g. Notice Inviting Bids and Instruction to Bidders
h. Geotechnical Baseline Report(GBR), if attached as a Contract Document
I. Plans and Specifications—in these documents the order of precedence shall be:
i. Specifications (Divisions 01-17)
ii. Plans
iIL General Requirements (GR)
iv. Standard Drawings and Typical Details
j. CONTRACTOR'S Bid
2. In the event of a conflict between terms within an individual Contract Document, the
conflict shall be resolved by applying the following principles as appears applicable:
a. Figured dimensions on the Contract Documents shall govern. Dimensions not
specified shall be as directed by the ENGINEER. Details not shown or
specified shall be the same as similar parts that are shown or specified, or as
directed. Full-size details shall take precedence over scale Drawings as to
C-CA-011317 CONFORMED
CONTRACT NO.J-126 B, F,and G
SAFETY IMPROVEMENTS PROGRAM
Page 2 of 25
shape and details of construction. Specifications shall govern as to material
and workmanship.
b. The Contract Documents calling for the higher quality material or workmanship
shall prevail. Materials or Work described in words, which so applied, have a
well known technical or trade meaning shall be deemed to refer to such
recognized standards. In the event of any discrepancy between any Drawings
and the figures thereon, the figures shall be taken as correct.
C. Scale Drawings, full-size details, and Specifications are intended to be fully
complementary and to agree. Should any discrepancy between Contract
Documents come to the CONTRACTOR's attention, or should an error occur in
the efforts of others, which affect the Work, the CONTRACTOR shall notify the
ENGINEER, in writing, at once. In the event any doubts or questions arise with
respect to the true meaning of the Contract Documents, reference shall be
made to the ENGINEER whose written decision shall be final. If the
CONTRACTOR proceeds with the Work affected without written instructions
from the ENGINEER, the CONTRACTOR shall be fully responsible for any
resultant damage or defect.
d. Anything mentioned in the Specifications and not indicated in the Plans, or
indicated in the Plans and not mentioned in the Specifications, shall be of like
effect as if indicated and mentioned in both. In case of discrepancy in the
Plans or Specifications, the matter shall be immediately submitted to OCSD's
ENGINEER, without whose decision CONTRACTOR shall not adjust said
discrepancy save only at CONTRACTOR's own risk and expense. The
decision of the ENGINEER shall be final.
CONFORMED C-CA-011317
CONTRACT NO.J-126 B, F,and G
SAFETY IMPROVEMENTS PROGRAM
Page 3 of 25
In all matters relating to the acceptability of material, machinery or plant equipment;
classifications of material or Work; the proper execution, progress or sequence of the
Work; and quantities interpretation of the Contract Documents, the decision of the
ENGINEER shall be final and binding, and shall be a condition precedent to any payment
under the Contract, unless otherwise ordered by the Board of Directors.
B. Definitions
Capitalized terms used in this Contract are defined in the General Conditions, Definitions.
Additional terms may be defined in the Special Provisions.
SECTION—2 MATERIALS AND LABOR
CONTRACTOR shall furnish, under the conditions expressed in the Plans and Specifications, at
CONTRACTOR's own expense, all labor and materials necessary, except such as are
mentioned in the Specifications to be furnished by OCSD, to construct and complete the
Project, in good workmanlike and substantial order. If CONTRACTOR fails to pay for labor or
materials when due, OCSD may settle such claims by making demand upon the Surety to this
Contract. In the event of the failure or refusal of the Surety to satisfy said claims, OCSD may
settle them directly and deduct the amount of payments from the Contract Price and any
amounts due to CONTRACTOR. In the event OCSD receives a stop payment notice from any
laborer or material supplier alleging non-payment by CONTRACTOR, OCSD shall be entitled to
deduct all of its costs and expenses incurred relating thereto, including but not limited to
administrative and legal fees.
SECTION-3 PROJECT
The Project is described as:
CONTRACT NO. J-126 B, F, and G
SAFETY IMPROVEMENTS PROGRAM
C-CA-011317 CONFORMED
CONTRACT NO.J-126 B, F,and G
SAFETY IMPROVEMENTS PROGRAM
Page 4 of 25
SECTION-4 PLANS AND SPECIFICATONS
The Work to be done is shown in a set of Plans and Specifications entitled:
CONTRACT NO. J-126 B, F, and G
SAFETY IMPROVEMENTS PROGRAM
Said Plans and Specifications and any revision, amendments and addenda thereto are attached
hereto and incorporated herein as part of this Contract and referred to by reference.
SECTION—5 TIME OF COMMENCEMENT AND COMPLETION
CONTRACTOR agrees to commence the Project within fifteen (15) Days from the date set forth
in the "Notice to Proceed"sent by OCSD, unless otherwise specified therein and shall diligently
prosecute the Work to completion within three hundred eighty-five (385) Days from the effective
date of the "Notice to Proceed" issued by OCSD, excluding delays caused or authorized by
OCSD as set forth in Sections 7, 8, and 9 hereof, and applicable provisions in the General
Conditions. The time for completion includes five (5) Days determined by OCSD likely to be
inclement weather when CONTRACTOR will be unable to work.
SECTION—6 TIME IS OF THE ESSENCE
Time is of the essence of this Contract. As required by the Contract Documents,
CONTRACTOR shall prepare and obtain approval of all shop drawings, details and samples,
and do all other things necessary and incidental to the prosecution of CONTRACTOR's Work in
conformance with an approved construction progress schedule. CONTRACTOR shall
coordinate the Work covered by this Contract with that of all other contractors, subcontractors
and of OCSD, in a manner that will facilitate the efficient completion of the entire Work and
accomplish the required milestone(s), if any, by the applicable deadline(s) in accordance with
Section 5 herein. OCSD shall have the right to assert complete control of the premises on
which the Work is to be performed and shall have the right to decide the time or order in which
the various portions of the Work shall be installed or the priority of the Work of Subcontractors,
CONFORMED C-CA-011317
CONTRACT NO.J-126 B, F,and G
SAFETY IMPROVEMENTS PROGRAM
Page 5 of 25
and, in general, all matters representing the timely and orderly conduct of the Work of
CONTRACTOR on the premises.
SECTION—7 EXCUSABLE DELAYS
CONTRACTOR shall only be excused for any delay in the prosecution or completion of the
Work as specifically provided in General Conditions, "Extensions for Delay", and the General
Requirements, "By CONTRACTOR or Others—Unknown Utilities during Contract Work".
Extensions of time and extra compensation arising from such excusable delays will be
determined in accordance with the General Conditions, "Extension of Time for Delay" and
"Contract Price Adjustments and Payments", and extensions of time and extra compensation as
a result of incurring undisclosed utilities will be determined in accordance with General
Requirements, "By CONTRACTOR or Others— Unknown Utilities during Contract Work".
OCSD's decision will be conclusive on all parties to this Contract.
SECTION—S EXTRA WORK
The Contract Price as set forth in Section 11, includes compensation for all Work performed by
CONTRACTOR, unless CONTRACTOR obtains a Change Order signed by a designated
representative of OCSD specifying the exact nature of the Extra Work and the amount of extra
compensation to be paid all as more particularly set forth in Section 9 hereof and the General
Conditions, "Request for Change (Changes at CONTRACTOR's Request)", "OWNER Initiated
Changes", and "Contract Price Adjustments and Payments".
In the event a Change Order is issued by OCSD pursuant to the Contract Documents, OCSD
shall extend the time fixed in Section 5 for completion of the Work by the number of days, if any,
reasonably required for CONTRACTOR to perform the Extra Work, as determined by the
ENGINEER. The decision of the ENGINEER shall be final.
C-CA-011317 CONFORMED
CONTRACT NO.J-126 B, F,and G
SAFETY IMPROVEMENTS PROGRAM
Page 6 of 25
SECTION-9 CHANGES IN PROJECT
OCSD may at any time, without notice to any Surety, by Change Order, make any changes in
the Work within the general scope of the Contract Documents, including but not limited to
changes:
1. In the Specifications (including Drawings and designs);
2. In the time, method or manner of performance of the Work;
3. In OCSD-furnished facilities, equipment, materials, services or site; or
4. Directing acceleration in the performance of the Work.
No change of period of performance or Contract Price, or any other change in the Contract
Documents, shall be binding until the Contract is modified by a fully executed Change Order.
All Change Orders shall be issued in accordance with the requirements set forth in the General
Conditions, "Request for Change (Changes at CONTRACTOR's Request)" and "OWNER
Initiated Changes".
SECTION-10 LIQUIDATED DAMAGES FOR DELAY
Liquidated Damages shall be payable in the amounts and upon the occurrence of such events
or failure to meet such requirements or deadlines as provided in the Special Provisions,
"Liquidated Damages."
SECTION—11 CONTRACT PRICE AND METHOD OF PAYMENT
A. OCSD agrees to pay and the CONTRACTOR agrees to accept as full consideration for the
faithful performance of this Contract, subject to any additions or deductions as provided in
approved Change Orders, the sum of Five Hundred Fifty-Seven Thousand Seven Hundred
Fifty-Nine Dollars ($557,759) as itemized on the Attached Exhibit"X.
Upon satisfaction of the conditions precedent to payment set forth in the General
Requirements, Additional General Requirements and General Conditions (including but
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not limited to Sections entitled "Mobilization Payment Requirements" and "Payment
Itemized Breakdown of Contract Lump Sum Prices'), there shall be paid to the
CONTRACTOR an initial Net Progress Payment for mobilization. OCSD shall issue at the
commencement of the Work a schedule which shows:
1. A minimum of one (1) payment to be made to the CONTRACTOR for each
successive four-week period as the Work progresses, and
2. The due dates for the CONTRACTOR to submit requests for payment to meet the
payment schedule.
After the initial Net Progress Payment, and provided the CONTRACTOR submits the
request for payment prior to the end of the day required to meet the payment schedule,
the CONTRACTOR shall be paid a Net Progress Payment on the corresponding monthly
payment date set forth in the schedule.
Payments shall be made on demands drawn in the manner required by law, accompanied
by a certificate signed by the ENGINEER, stating that the Work for which payment is
demanded has been performed in accordance with the terms of the Contract Documents,
and that the amount stated in the certificate is due under the terms of the Contract.
Payment applications shall also be accompanied with all documentation, records, and
releases as required by the Contract, Exhibit A, Schedule of Prices, and General
Conditions, "Payment for Work—General'. The Total amount of Progress Payments shall
not exceed the actual value of the Work completed as certified by the ENGINEER. The
processing of payments shall not be considered as an acceptance of any part of the Work.
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B. As used in this Section, the following defined terms shall have the following meanings:
1. "Net Progress Payment" means a sum equal to the Progress Payment less the
Retention Amount and other qualified deductions (Liquidated Damages, stop
payment notices, etc.).
2. "Progress Payment" means a sum equal to:
a. the value of the actual Work completed since the commencement of the Work
as determined by OCSD;
b. plus the value of material suitably stored at the worksite, treatment plant or
approved storage yards subject to or under the control of OCSD since the
commencement of the Work as determined by OCSD;
C. less all previous Net Progress Payments;
d. less all amounts of previously qualified deductions;
e. less all amounts previously retained as Retention Amounts.
3. "Retention Amount"for each Progress Payment means the percentage of each
Progress Payment to be retained by OCSD to assure satisfactory completion of the
Contract. The amount to be retained from each Progress Payment shall be
determined as provided in the General Conditions—"Retained Funds; Substitution of
Securities."
SECTION-12 SUBSTITUTION OF SECURITIES IN LIEU OF RETENTION OF FUNDS
Pursuant to Public Contract Code Section 22300 et seq., the CONTRACTOR may, at its sole
expense, substitute securities as provided in General Conditions—"Retained Funds;
Substitution of Securities."
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SECTION — 13 COMPLETION
Final Completion and Final Acceptance shall occur at the time and in the manner specified in the
General Conditions, "Final Acceptance and Final Completion", "Final Payment" and Exhibit A-
Schedule of Prices.
Upon receipt of all documentation, records, and releases as required by the Contract from the
CONTRACTOR, OCSD shall proceed with the Final Acceptance as specified in General
Conditions.
SECTION-14 CONTRACTOR'S EMPLOYEES COMPENSATION
A. Davis-Bacon Act:
CONTRACTOR will pay and will require all Subcontractors to pay all employees on said
Project a salary or wage at least equal to the prevailing rate of per diem wages as
determined by the Secretary of Labor in accordance with the Davis-Bacon Act for each
craft or type of worker needed to perform the Contract. The provisions of the Davis-Bacon
Act shall apply only if the Contract is in excess of two thousand dollars ($2,000.00)and
when twenty-five percent (25%) or more of the Contract is funded by federal assistance. If
the aforesaid conditions are met, a copy of the provisions of the Davis-Bacon Act to be
complied with are incorporated herein as a part of this Contract and referred to by
reference.
B. General Prevailing Rate:
OCSD has been advised by the State of California Director of Industrial Relations of its
determination of the general prevailing rate of per diem wages and the general prevailing
rate for legal holiday and overtime Work in the locality in which the Work is to be
performed for each craft or type of Work needed to execute this Contract, and copies of
the same are on file in the Engineering Department. The CONTRACTOR agrees that not
less than said prevailing rates shall be paid to workers employed on this public works
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Contract as required by Labor Code Section 1774 of the State of California. Per California
Labor Code 1773.2, OCSD will have on file copies of the prevailing rate of per diem wages
at its principal office and at each job site, which shall be made available to any interested
party upon request.
C. Forfeiture for Violation:
CONTRACTOR shall, as a penalty to OCSD, forfeit two thousand dollars ($200.00)for
each calendar day or portion thereof for each worker paid (either by the CONTRACTOR or
any Subcontractor under it) less than the prevailing rate of per diem wages as set by the
Director of Industrial Relations, in accordance with Sections 1770-1780 of the California
Labor Code for the Work provided for in this Contract, all in accordance with Section 1775
of the Labor Code of the State of California.
D. Apprentices:
Sections 1777.5, 1777.6, 1777.7 of the Labor Code of the State of California, regarding
the employment of apprentices are applicable to this Contract and the CONTRACTOR
shall comply therewith if the prime contract involves thirty thousand dollars ($30,000.00) or
more.
E. Workday:
In the performance of this Contract, not more than eight(8) hours shall constitute a day's
work, and the CONTRACTOR shall not require more than eight (8) hours of labor in a day
from any person employed by it hereunder except as provided in paragraph (B)above.
CONTRACTOR shall conform to Article 3, Chapter 1, Part 7 (Section 1810 at sea.)of the
Labor Code of the State of California and shall forfeit to OCSD as a penalty, the sum of
twenty-five dollars ($25.00)for each worker employed in the execution of this Contract by
CONTRACTOR or any Subcontractor for each calendar day during which any worker is
required or permitted to labor more than eight (8) hours in any one (1)calendar day and
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forty (40) hours in any one (1)week in violation of said Article. CONTRACTOR shall keep
an accurate record showing the name and actual hours worked each calendar day and
each calendar week by each worker employed by CONTRACTOR in connection with the
Project.
F. Registration: Record of Wages: Inspection:
CONTRACTOR shall comply with the registration requirements of Labor Code Section 1725.5.
Pursuant to Labor Code Section 1771.4, the Work is subject to compliance monitoring by the
California Department of Industrial Relations. CONTRACTOR shall maintain accurate payroll
records and shall submit payroll records to the Labor Commissioner pursuant to Labor Code
Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may
be deducted from progress payments per Section 1776.
CONTRACTOR shall comply with the job site notices posting requirements established by
the Labor Commissioner per Title 8, California Code of Regulations Section 16461(a).
SECTION-15 SURETYBONDS
CONTRACTOR shall, before entering upon the performance of this Contract, furnish Bonds
approved by OCSD's General Counsel—one in the amount of one hundred percent (100%)of
the Contract amount, to guarantee the faithful performance of the Work, and the other in the
amount of one hundred percent (100%)of the Contract amount to guarantee payment of all
claims for labor and materials furnished. As changes to the Contract occur via approved
Change Orders, the CONTRACTOR shall assure that the amounts of the Bonds are adjusted to
maintain one hundred percent (100%)of the Contract Price. This Contract shall not become
effective until such Bonds are supplied to and approved by OCSD. Bonds must be issued by a
Surety authorized by the State Insurance Commissioner to do business in California. The
Performance Bond shall remain in full force and effect through the warranty period, as specified
in Section 19 below. All Bonds required to be submitted relating to this Contract must comply
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with California Code of Civil Procedure Section 995.630. Each Bond shall be executed in the
name of the Surety insurer under penalty of perjury, or the fact of execution of each Bond shall
be duly acknowledged before an officer authorized to take and certify acknowledgments, and
either one of the following conditions shall be satisfied:
A. A copy of the transcript or record of the unrevoked appointment, power of attorney, by-
laws, or other instrument, duly certified by the proper authority and attested by the seal of
the insurer entitling or authorizing the person who executed the Bond to do so for and on
behalf of the insurer, is on file in the Office of the County Clerk of the County of Orange; or
B. A copy of a valid power of attorney is attached to the Bond.
SECTION— 16 INSURANCE
CONTRACTOR shall purchase and maintain, for the duration of the Contract, insurance against
claims for injuries to persons, or damages to property which may arise from or in connection
with the performance of the Work hereunder, and the results of that Work by CONTRACTOR,
its agents, representatives, employees, or Subcontractors, in amounts equal to the
requirements set forth below. CONTRACTOR shall not commence Work under this Contract
until all insurance required under this Section is obtained in a form acceptable to OCSD, nor
shall CONTRACTOR allow any Subcontractor to commence Work on a subcontract until all
insurance required of the Subcontractor has been obtained. CONTRACTOR shall maintain all
of the foregoing insurance coverages in force through the point at which the Work under this
Contract is fully completed and accepted by OCSD pursuant to the provisions of the General
Conditions, "Final Acceptance and Final Completion'. Furthermore, CONTRACTOR shall
maintain all of the foregoing insurance coverages in full force and effect throughout the warranty
period, commencing on the date of Final Acceptance. The requirement for carrying the
foregoing insurance shall not derogate from the provisions for indemnification of OCSD by
CONTRACTOR under Section 17 of this Contract. Notwithstanding nor diminishing the
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obligations of CONTRACTOR with respect to the foregoing, CONTRACTOR shall subscribe for
and maintain in full force and effect during the life of this Contract, inclusive of all changes to the
Contract Documents made in accordance with the provisions of the General Conditions,
"Request for Change (Changes at CONTRACTOR's Request)" and/or"OWNER Initiated
Changes", the following insurance in amounts not less than the amounts specified. OCSD
reserves the right to amend the required limits of insurance commensurate with the
CONTRACTOR's risk at any time during the course of the Project. No vehicles may enter
OCSD premises/worksite without possessing the required insurance coverage.
CONTRACTOR's insurance shall also comply with all insurance requirements prescribed by
agencies from whom permits shall be obtained for the Work and any other third parties from
whom third party agreements are necessary to perform the Work (collectively, the "Third
Parties"), The Special Provisions may list such requirements and sample forms and
requirements from such Third Parties may be included in an attachment to the General
Requirements. CONTRACTOR bears the responsibility to discover and comply with all
requirements of Third Parties, including meeting specific insurance requirements, that are
necessary for the complete performance of the Work. To the extent there is a conflict between
the Third Parties' insurance requirements and those set forth by OCSD herein, the
requirement(s) providing the more protective coverage for both OSCD and the Third Parties
shall control and be purchased and maintained by CONTRACTOR.
A. Limits of Insurance
1. General Liability: Five Million Dollars ($5,000,000) per occurrence and a general
aggregate limit of Five Million Dollars ($5,000,000)for bodily injury, personal injury
and property damage. Coverage shall include each of the following:
a. Premises-Operations.
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b. Products and Completed Operations, with limits of at least Five Million Dollars
($5,000,000) per occurrence and a general aggregate limit of Five Million
Dollars ($5,000,000)which shall be in effect at all times during the warranty
period set forth in the Warranty section herein, and as set forth in the General
Conditions, "Warranty(CONTRACTOR's Guarantee)", plus any additional
extension or continuation of time to said warranty period that may be required
or authorized by said provisions.
C. Broad Form Property Damage, expressly including damage arising out of
explosion, collapse, or underground damage.
d. Contractual Liability, expressly including the indemnity provisions assumed
under this Contract.
e. Separation of Insured Clause, providing that coverage applies separately to
each insured, except with respect to the limits of liability.
f. Independent CONTRACTOR's Liability.
To the extent first dollar coverage, including defense of any claim, is not
available to OCSD or any other additional insured because of any SIR,
deductible, or any other form of self insurance, CONTRACTOR is obligated to
assume responsibility of insurer until the deductible, SIR or other condition of
insurer assuming its defense and/or indemnity has been satisfied.
CONTRACTOR shall be responsible to pay any deductible or SIR.
g. If a crane will be used, the General Liability insurance will be endorsed to add
Riggers Liability coverage or its equivalent to cover the usage of the crane and
exposures with regard to the crane operators, riggers and others involved in
using the crane.
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h. If divers will be used, the General Liability insurance will be endorsed to cover
marine liability or its equivalent to cover the usage of divers.
2. Automobile Liability: The CONTRACTOR shall maintain a policy of Automobile
Liability Insurance on a comprehensive form covering all owned, non-owned, and
hired automobiles, trucks, and other vehicles providing the following minimum limits
of liability coverage:
Either(1)a combined single limit of Five Million Dollars ($5,000,000) and a general
aggregate limit of Five Million Dollars ($5,000,000)for bodily injury, personal injury
and property damage;
Or alternatively, (2) Five Million Dollars ($5,000,000) per person for bodily injury and
Five Million Dollars ($5,000,000) per accident for property damage.
3. Umbrella Excess Liability: The minimum limits of general liability and automobile
liability insurance required, as set forth above, shall be provided for either in a single
policy of primary insurance or a combination of policies of primary and umbrella
excess coverage. Excess liability coverage shall be issued with limits of liability
which, when combined with the primary insurance, will equal the minimum limits for
general liability and automobile liability.
4. Drone Liability Insurance: If a drone will be used, drone liability insurance must be
maintained by CONTRACTOR in the amount of One Million Dollars ($1,000,000) in a
form acceptable by OCSD.
5. Worker's Compensation/Employer's Liability: CONTRACTOR shall provide such
Worker's Compensation Insurance as required by the Labor Code of the State of
California, including employer's liability with a minimum limit of One Million Dollars
($1,000,000) per accident for bodily injury or disease. If an exposure to Jones Act
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liability may exist, the insurance required herein shall include coverage with regard to
Jones Act claims.
Where permitted by law, CONTRACTOR hereby waives all rights of recovery by
subrogation because of deductible clauses, inadequacy of limits of any insurance
policy, limitations or exclusions of coverage, or any other reason against OCSD, its
or their officers, agents, or employees, and any other contractor or subcontractor
performing Work or rendering services on behalf of OCSD in connection with the
planning, development and construction of the Project. In all its insurance coverages
related to the Work, CONTRACTOR shall include clauses providing that each insurer
shall waive all of its rights of recovery by subrogation against OCSD, its or their
officers, agents, or employees, or any other contractor or subcontractor performing
Work or rendering services at the Project. Where permitted by law, CONTRACTOR
shall require similar written express waivers and insurance clauses from each of its
Subcontractors of every tier. A waiver of subrogation shall be effective as to any
individual or entity, even if such individual or entity (a)would otherwise have a duty
of indemnification, contractual or otherwise, (b)did not pay the insurance premium,
directly or indirectly, and (c)whether or not such individual or entity has an insurable
interest in the property damaged.
6. Limits are Minimums: If CONTRACTOR maintains higher limits than the minimums
shown in this Section, OCSD requires and shall be entitled to coverage for the higher
limits maintained by the CONTRACTOR.
B. Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by OCSD. At
the option of OCSD, either: the Insurer shall reduce or eliminate such deductibles or self-
insured retentions as respects OCSD, its Directors, officers, agents, CONSULTANTS, and
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employees; or CONTRACTOR shall provide a financial guarantee satisfactory to OCSD
guaranteeing payment of losses and related investigations, claim administration, and
defense expenses.
C. Other Insurance Provisions
1. Each such policy of General Liability Insurance and Automobile Liability Insurance
shall be endorsed to contain, the following provisions:
a. OCSD, its Directors, officers, agents, CONSULTANTS, and employees, and all
public agencies from whom permits will be obtained, and their Directors,
officers, agents, and employees are hereby declared to be additional insureds
under the terms of this policy, but only with respect to the operations of
CONTRACTOR at or from any of the sites of OCSD in connection with this
Contract, or acts and omissions of the additional insured in connection with its
general supervision or inspection of said operations related to this Contract.
b. Insurance afforded by the additional insured endorsement shall apply as
primary insurance, and other insurance maintained by OCSD shall be excess
only and not contributing with insurance provided under this policy.
2. Each insurance policy required herein shall be endorsed to state that coverage shall
not be cancelled by either party, except after thirty(30) days prior written notice by
certified mail, return receipt requested, and that coverage shall not be cancelled for
non-payment of premium except after ten (10)days prior written notice by certified
mail, return receipt requested. Should there be changes in coverage or an increase
in deductible or SIR amounts, CONTRACTOR undertakes to procure a manuscript
endorsement from its insurer giving thirty(30)days prior notice of such an event to
OCSD, or to have its insurance broker/agent send to OCSD a certified letter
describing the changes in coverage and any increase in deductible or SIR
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amounts. The certified letter must be sent Attention: Risk Management and shall be
received not less than twenty (20) days prior to the effective date of the
change(s). The letter must be signed by a Director or Officer of the broker/agent and
must be on company letterhead, and may be sent via e-mail in pdf format.
3. Coverage shall not extend to any indemnity coverage for the active negligence of
any additional insured in any case where an agreement to indemnify the additional
insured would be invalid under California Civil Code Section 2782(b).
4. If required by a public agency from whom permit(s)will be obtained, each policy of
General Liability Insurance and Automobile Liability Insurance shall be endorsed to
specify by name the public agency and its legislative members, officers, agents,
CONSULTANTS, and employees, to be additional insureds.
D. Acceptability of Insurers
Insurers must have an "A-", or better, Policyholder's Rating, and a Financial Rating of at
least Class Vill, or better, in accordance with the most current A.M. Best Rating Guide.
OCSD recognizes that State Compensation Insurance Fund has withdrawn from
participation in the A.M. Best Rating Guide process. Nevertheless, OCSD will accept
State Compensation Insurance Fund for the required policy of workers compensation
insurance, subject to OCSD's option, at any time during the term of this Contract, to
require a change in insurer upon twenty (20)days written notice. Further, OCSD will
require CONTRACTOR to substitute any insurer whose rating drops below the levels
herein specified. Said substitution shall occur within twenty (20)days of written notice to
CONTRACTOR by OCSD or its agent.
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E. Verification of Coverage
CONTRACTOR shall furnish OCSD with original certificates and mandatory endorsements
affecting coverage. Said policies and endorsements shall conform to the requirements
herein stated. All certificates and endorsements are to be received and approved by
OCSD before Work commences. OCSD reserves the right to require complete, certified
copies of all required insurance policies, including endorsements, affecting the coverage
required by these Specifications at any time.
F. Subcontractors
CONTRACTOR shall be responsible to establish insurance requirements for any
Subcontractors hired by CONTRACTOR. The insurance shall be in amounts and types
reasonably sufficient to deal with the risk of loss involving the Subcontractor's operations
and work. OCSD and any public agency issuing permits for the Project must be named as
"Additional Insured"on any General Liability or Automobile Liability policy obtained by a
Subcontractor. The CONTRACTOR must obtain copies and maintain current versions of
all Subcontractors' policies, Certificate of Liability and mandatory endorsements effecting
coverage. Upon request, CONTRACTOR must furnish OCSD with the above referenced
required documents.
G. Required Forms and Endorsements
1. Required ACORD Form
a. Certificate of Liability Form 25
2. Required Insurance Services Office, Inc. Endorsements (when alternative forms are
shown, they are listed in order of preference)
In the event any of the following forms are cancelled by Insurance Services Office,
Inc. (ISO), or are updated, the ISO replacement form or equivalent must be supplied.
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a. Commercial General Liability Form CG-0001 10 01
b. Additional Insured Including Form CG-2010 10 01 and
Products-Completed Operations Form CG-2037 10 01
C. Waiver of Transfer of Rights of Form CG-2404 11 85; or
Recovery Against Others to Us/ Form CG-2404 10 93
Waiver of Subrogation
3. Required State Compensation Insurance Fund Endorsements
a. Waiver of Subrogation Endorsement No. 2570
b. Cancellation Notice Endorsement No. 2065
4. Additional Required Endorsements
a. Notice of Policy Termination Manuscript Endorsement
SECTION-17 RISK AND INDEMNIFICATION
All Work covered by this Contract done at the site of construction or in preparing or delivering
materials to the site shall be at the risk of CONTRACTOR alone. CONTRACTOR shall save,
indemnify, defend, and keep OCSD and others harmless as more specifically set forth in
General Conditions, "General Indemnification".
SECTION-18 TERMINATION
This Contract may be terminated in whole or in part in writing by OCSD in the event of
substantial failure by the CONTRACTOR to fulfill its obligations under this Agreement, or it may
be terminated by OCSD for its convenience provided that such termination is effectuated in a
manner and upon such conditions set forth more particularly in General Conditions,
"Termination for Default" and/or"Termination for Convenience", provided that no termination
may be effected unless proper notice is provided to CONTRACTOR at the time and in the
manner provided in said General Conditions. If termination for default or convenience is
effected by OCSD, an equitable adjustment in the price provided for in this Contract shall be
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made at the time and in the manner provided in the General Conditions, "Termination for
Default" and "Termination for Convenience".
SECTION—19 WARRANTY
The CONTRACTOR agrees to perform all Work under this Contract in accordance with the
Contract Documents, including OCSD's designs, Drawings and Specifications.
The CONTRACTOR guarantees for a period of at least one (1) year from the date of Final
Acceptance of the Work, pursuant to the General Conditions, "Final Acceptance and Final
Completion" that the completed Work is free from all defects due to faulty materials, equipment
or workmanship and that it shall promptly make whatever adjustments or corrections which may
be necessary to cure any defects, including repairs of any damage to other parts of the system
resulting from such defects. OCSD shall promptly give notice to the CONTRACTOR of
observed defects. In the event that the CONTRACTOR fails to make adjustments, repairs,
corrections or other work made necessary by such defects, OCSD may do so and charge the
CONTRACTOR the cost incurred. The CONTRACTOR's warranty shall continue as to any
corrected deficiency until the later of(1)the remainder of the original one-year warranty period;
or(2)one year after acceptance by OCSD of the corrected Work. The Performance Bond and
the Payment Bond shall remain in full force and effect through the guarantee period.
The CONTRACTOR's obligations under this clause are in addition to the CONTRACTOR's
other express or implied assurances under this Contract, including but not limited to specific
manufacturer or other extended warranties specified in the Plans and Specifications, or state
law and in no way diminish any other rights that OCSD may have against the CONTRACTOR
for faulty materials, equipment or Work.
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SECTION-20 ASSIGNMENT
No assignment by the CONTRACTOR of this Contract or any part hereof, or of funds to be
received hereunder, will be recognized by OCSD unless such assignment has had prior written
approval and consent of OCSD and the Surety.
SECTION—21 RESOLUTION OF DISPUTES
OCSD and the CONTRACTOR shall comply with the provisions of California Public Contract
Code Section 20104 at. seq., regarding resolution of construction claims for any Claims which
arise between the CONTRACTOR and OCSD, as well as all applicable dispute and Claims
provisions as set forth in the General Conditions and as otherwise required by law.
SECTION—22 SAFETY & HEALTH
CONTRACTOR shall comply with all applicable safety and health requirements mandated by
Federal, State, City, and/or public agency codes, permits, ordinances, regulations, and laws, as
well as these Contract Documents, including but not limited to the General Requirements,
Section entitled "Safety" and Exhibit B OCSD Safety Standards.
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SECTION-23 NOTICES
Any notice required or permitted under this Contract may be given by ordinary mail at the
address set forth below. Any party whose address changes shall notify the other party in
writing.
TO OCSD: Orange County Sanitation District
10844 Ellis Avenue
Fountain Valley, California 92708-7018
Attn: Clerk of the Board
Copy to: Orange County Sanitation District
10844 Ellis Avenue
Fountain Valley, California 92708-7018
Attn: Construction Manager
Bradley R. Hogin, Esquire
Woodruff, Spradlin &Smart
555 Anton Boulevard
Suite 1200
Costa Mesa, California 92626
TO CONTRACTOR: AMTEK Construction
12409 Slauson Avenue, Suite"I"
Whittier, CA 90606
Copy to: Steven Sayce, President
AMTEK Construction
12409 Slauson Avenue, Suite"I"
Whittier, CA 90606
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IN WITNESS WHEREOF, the parties hereto have executed this Contract Agreement as the
date first hereinabove written.
CONTRACTOR: AMTEK Construction
12409 Slauson Avenue, Suite "I"
Whittier, CA 90606
By
Printed Name
Its
CONTRACTOR's State License No. 490382 (Expiration Date—04/30/2019)
OCSD: Orange County Sanitation District
By
Gregory C. Sebourn, PLS
Chair, Board of Directors
By
Kelly A. Lore
Clerk of the Board
By
Marc Dubois
Contracts, Purchasing and Materials
Management Manager
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EXHIBIT A
SCHEDULE OF PRICES
C-EXA-080414
TABLE OF CONTENTS
EXHIBIT A
SCHEDULE OF PRICES
EXA-1 BASIS OF COMPENSATION.............................................................................1
EXA-2 PROGRESS PAYMENTS ..................................................................................1
EXA-3 RETENTION AND ESCROW ACCOUNTS........................................................1
EXA-4 STOP PAYMENT NOTICE.................................................................................3
EXA-5 PAYMENT TO SUBCONTRACTORS................................................................3
EXA-6 PAYMENT OF TAXES .......................................................................................3
EXA-7 FINAL PAYMENT...............................................................................................4
EXA-8 DISCOVERY OF DEFICIENCIES BEFORE AND AFTER FINAL PAYMENT...5
ATTACHMENT 1 -CERTIFICATION FOR REQUEST FOR PAYMENT.........................7
ATTACHMENT 2-SCHEDULE OF PRICES...................................................................8
C-EXA-080414
EXHIBIT A
SCHEDULE OF PRICES
EXA-1 BASIS OF COMPENSATION
CONTRACTOR will be paid the Contract Price according to the Schedule of
Prices, and all other applicable terms and conditions of the Contract
Documents.
EXA-2 PROGRESS PAYMENTS
Progress payments will be made in accordance with all applicable terms and
conditions of the Contract Documents, including, but not limited to:
1. Contract Agreement—Section 11 —"Contract Price and Method of
Payment;"
2. General Conditions—"Payment—General";
3. General Conditions—"Payment—Applications for Payment";
4. General Conditions—"Payment— Mobilization Payment Requirements;'
5. General Conditions—"Payment— Itemized Breakdown of Contract Lump
Sum Prices";
6. General Conditions—"Contract Price Adjustments and Payments";
7. General Conditions—"Suspension of Payments";
8. General Conditions—"OCSD's Right to Withhold Certain Amounts and
Make Application Thereof"; and
9. General Conditions—"Final Payment."
EXA-3 RETENTION AND ESCROW ACCOUNTS
A. Retention:
OCSD shall retain a percentage of each progress payment to assure
satisfactory completion of the Work. The amount to be retained from each
progress payment shall be determined as provided in General Conditions—
"Retained Funds; Substitution of Securities". In all contracts between
CONTRACTOR and its Subcontractors and/or Suppliers, the retention may not
exceed the percentage specified in the Contract Documents.
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B. Substitution of Securities:
CONTRACTOR may, at its sole expense, substitute securities as provided in
General Conditions—"Retained Funds; Substitution of Securities' Payment of
Escrow Agent:
In lieu of substitution of securities as provided above, the CONTRACTOR may
request and OCSD shall make payment of retention earned directly to the
escrow agent at the expense of the CONTRACTOR. At the expense of the
CONTRACTOR, the CONTRACTOR may direct the investment of the
payments into securities consistent with Government Code §16430 and the
CONTRACTOR shall receive the interest earned on the investments upon the
same terms provided for in this article for securities deposited by the
CONTRACTOR. Upon satisfactory completion of the Contract, the
CONTRACTOR shall receive from the escrow agent all securities, interest and
payments received by the escrow agent from OCSD, pursuant to the terms of
this article. The CONTRACTOR shall pay to each Subcontractor, not later than
twenty (20) Days after receipt of the payment, the respective amount of interest
earned, net of costs attributed to retention withheld from each Subcontractor,
on the amount of retention withheld to ensure the performance of the
Subcontractor. The escrow agreement used by the escrow agent pursuant to
this article shall be substantially similar to the form set forth in §22300 of the
California Public Contract Code.
C. Release of Retention:
Upon Final Acceptance of the Work, the CONTRACTOR shall submit an
invoice for release of retention in accordance with the terms of the Contract.
D. Additional Deductibles:
In addition to the retentions described above, OCSD may deduct from each
progress payment any or all of the following:
1. Liquidated Damages that have occurred as of the date of the application for
progress payment;
2. Deductions from previous progress payments already paid, due to OCSD's
discovery of deficiencies in the Work or non-compliance with the
Specifications or any other requirement of the Contract;
3. Sums expended by OCSD in performing any of the CONTRACTOR's
obligations under the Contract that the CONTRACTOR has failed to
perform, and;
4. Other sums that OCSD is entitled to recover from the CONTRACTOR
under the terms of the Contract, including without limitation insurance
deductibles and assessments.
C-EXA-080414 CONFORMED
CONTRACT NO.J-126 B, F,and G
SAFETY IMPROVEMENTS PROGRAM
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The failure of OCSD to deduct any of the above-identified sums from a
progress payment shall not constitute a waiver of OCSD's right to such sums or
to deduct them from a later progress payment.
EXA-4 STOP PAYMENT NOTICE
In addition to other amounts properly withheld under this article or under other
provisions of the Contract, OCSD shall retain from progress payments
otherwise due the CONTRACTOR an amount equal to one hundred twenty-five
percent (125%)of the amount claimed under any stop payment notice under
Civil Code§9350 at. seq. or other lien filed against the CONTRACTOR for
labor, materials, supplies, equipment, and any other thing of value claimed to
have been furnished to and/or incorporated into the Work; or for any other
alleged contribution thereto. In addition to the foregoing and in accordance with
Civil Code§9358 OCSD may also satisfy its duty to withhold funds for stop
payment notices by refusing to release funds held in escrow pursuant to public
receipt of a release of stop payment notice executed by a stop payment notice
claimant, a stop payment notice release bond, an order of a court of competent
jurisdiction, or other evidence satisfactory to OCSD that the CONTRACTOR
has resolved such claim by settlement.
EXA-5 PAYMENT TO SUBCONTRACTORS
Requirements
1. The CONTRACTOR shall pay all Subcontractors for and on account of
Work performed by such Subcontractors, not later than seven (7) Days
after receipt of each progress payment as required by the California
Business and Professions Code §7108.5. Such payments to
Subcontractors shall be based on the measurements and estimates made
pursuant to article progress payments provided herein.
2. Except as specifically provided by law, the CONTRACTOR shall pay all
Subcontractors any and all retention due and owing for and on account of
Work performed by such Subcontractors not later than seven (7) Days after
CONTRACTOR's receipt of said retention proceeds from OCSD as
required by the California Public Contract Code §7107.
EXA-6 PAYMENT OF TAXES
Unless otherwise specifically provided in this Contract, the Contract Price
includes full compensation to the CONTRACTOR for all taxes. The
CONTRACTOR shall pay all Federal, State, and local taxes, and duties
applicable to and assessable against any Work, including but not limited to
retail sales and use, transportation, export, import, business, and special taxes.
The CONTRACTOR shall ascertain and pay the taxes when due. The
CONTRACTOR will maintain auditable records, subject to OCSD reviews,
confirming that tax payments are current at all times.
CONFORMED C-EXA-080414
CONTRACT NO.J-126 B, F,and G
SAFETY IMPROVEMENTS PROGRAM
Page 3 of 8
EXA-7 FINAL PAYMENT
After Final Acceptance of the Work, as more particularly set forth in the
General Conditions, "Final Acceptance and Final Completion", and after
Resolution of the Board authorizing final payment and satisfaction of the
requirements as more particularly set forth in General Conditions—"Final
Payment", a final payment will be made as follows:
1. Prior to Final Acceptance, the CONTRACTOR shall prepare and submit an
application for Final Payment to OCSD, including:
a. The proposed total amount due the CONTRACTOR, segregated by
items on the payment schedule, amendments, Change Orders, and
other bases for payment;
b. Deductions for prior progress payments;
c. Amounts retained;
d. A conditional waiver and release on final payment for each
Subcontractor(per Civil Code Section 8136);
e. A conditional waiver and release on final payment on behalf of the
CONTRACTOR (per Civil Code Section 8136);
f. List of Claims the CONTRACTOR intends to file at that time or a
statement that no Claims will be filed,
g. List of pending unsettled Claims, stating claimed amounts, and copies
of any and all complaints and/or demands for arbitration received by the
CONTRACTOR; and
h. For each and every Claim that resulted in litigation or arbitration which
the CONTRACTOR has settled, a conformed copy of the Request for
Dismissal with prejudice or other satisfactory evidence the arbitration is
resolved.
2. The application for Final Payment shall include complete and legally
effective releases or waivers of liens and stop payment notices satisfactory
to OCSD, arising out of or filed in connection with the Work. Prior progress
payments shall be subject to correction in OCSD's review of the application
for Final Payment. Claims filed with the application for Final Payment must
be otherwise timely under the Contract and applicable law.
3. Within a reasonable time, OCSD will review the CONTRACTOR's
application for Final Payment. Any recommended changes or corrections
will then be forwarded to the CONTRACTOR. Within ten (10) Days after
receipt of recommended changes from OCSD, the CONTRACTOR will
C-EXA-080414 CONFORMED
CONTRACT NO.J-126 B, F,and G
SAFETY IMPROVEMENTS PROGRAM
Page 4 of 8
make the changes, or list Claims that will be filed as a result of the
changes, and shall submit the revised application for Final Payment. Upon
acceptance by OCSD, the revised application for Final Payment will
become the approved application for Final Payment.
4. If no Claims have been filed with the initial or any revised application for
Final Payment, and no Claims remain unsettled within thirty-five (35) Days
after Final Acceptance of the Work by OCSD, and agreements are reached
on all issues regarding the application for Final Payment, OCSD, in
exchange for an executed release, satisfactory in form and substance to
OCSD, will pay the entire sum found due on the approved application for
Final Payment, including the amount, if any, allowed on settled Claims.
5. The release from the CONTRACTOR shall be from any and all Claims
arising under the Contract, except for Claims that with the concurrence of
OCSD are specifically reserved, and shall release and waive all unreserved
Claims against OCSD and its officers, directors, employees and authorized
representatives. The release shall be accompanied by a certification by the
CONTRACTOR that:
a. It has resolved all Subcontractors, Suppliers and other Claims that are
related to the settled Claims included in the Final Payment;
b. It has no reason to believe that any party has a valid Claim against the
CONTRACTOR or OCSD which has not been communicated in writing
by the CONTRACTOR to OCSD as of the date of the certificate;
c. All warranties are in full force and effect, and;
d. The releases and the warranties shall survive Final Payment.
6. If any Claims remain open, OCSD may make Final Payment subject to
resolution of those Claims. OCSD may withhold from the Final Payment an
amount not to exceed one hundred fifty percent (150%) of the sum of the
amounts of the open claims, and one hundred twenty-five percent (125%)
of the amounts of open stop payment notices referred to in article entitled
stop payment notices herein.
7. The CONTRACTOR shall provide an unconditional waiver and release on
final payment from each Subcontractor and Supplier providing Work under
the Contract(per Civil Code Section 8138) and an unconditional waiver and
release on final payment on behalf of the CONTRACTOR (per Civil Code
Section 8138)within thirty (30) Days of receipt of Final Payment.
EXA-8 DISCOVERY OF DEFICIENCIES BEFORE AND AFTER FINAL PAYMENT
Notwithstanding OCSD's acceptance of the application for Final Payment and
irrespective of whether it is before or after Final Payment has been made,
OCSD shall not be precluded from subsequently showing that:
CONFORMED C-EXA-080414
CONTRACT NO.J-126 B, F,and G
SAFETY IMPROVEMENTS PROGRAM
Page 5 of 8
1. The true and correct amount payable for the Work is different from that
previously accepted;
2. The previously-accepted Work did not in fact conform to the Contract
requirements, or;
3. A previous payment or portion thereof for Work was improperly made.
OCSD also shall not be stopped from demanding and recovering damages
from the CONTRACTOR, as appropriate, under any of the foregoing
circumstances as permitted under the Contract or applicable law.
C-EXA-080414 CONFORMED
CONTRACT NO.J-126 B, F,and G
SAFETY IMPROVEMENTS PROGRAM
Page 6 of 8
ATTACHMENT 1 — CERTIFICATION FOR REQUEST FOR PAYMENT
I hereby certify under penalty of perjury as follows:
That the claim for payment is in all respects true, correct; that the services mentioned
herein were actually rendered and/or supplies delivered to OCSD in accordance with the
Contract.
I understand that it is a violation of both the federal and California False Claims Acts to
knowingly present or cause to be presented to OCSD a false claim for payment or
approval.
A claim includes a demand or request for money. It is also a violation of the False
Claims Acts to knowingly make use of a false record or statement to get a false claim
paid. The term "knowingly" includes either actual knowledge of the information,
deliberate ignorance of the truth or falsity of the information, or reckless disregard for the
truth or falsity of the information. Proof of specific intent to defraud is not necessary
under the False Claims Acts. I understand that the penalties under the Federal False
Claims Act and State of California False Claims Act are non-exclusive, and are in
addition to any other remedies which OCSD may have either under Contract or law.
I hereby further certify, to the best of my knowledge and belief, that:
1. The amounts requested are only for performance in accordance with the
Specifications, terms, and conditions of the Contract;
2. Payments to Subcontractors and Suppliers have been made from previous payments
received under the Contract, and timely payments will be made from the proceeds of
the payment covered by this certification;
3. This request for progress payments does not include any amounts which the prime
CONTRACTOR intends to withhold or retain from a Subcontractor or Supplier in
accordance with the terms and conditions of the subcontract; and
4. This certification is not to be construed as Final Acceptance of a Subcontractor's
performance.
Name
Title
Date
CONFORMED C-EXA-080414
CONTRACT NO.J-126 B, F,and G
SAFETY IMPROVEMENTS PROGRAM
Page 7 of 8
ATTACHMENT 2—SCHEDULE OF PRICES
See next pages from the Bid Submittal Forms (AMTEK Construction):
BF-14 Schedule of Prices, Pages 1-2
C-EXA-080414 CONFORMED
CONTRACT NO.J-126 B, F,and G
SAFETY IMPROVEMENTS PROGRAM
Page 8 of 8
Bid Submitted By: AMTEK CONSTRUCTION
(Name of Firm)
BF-14 SCHEDULE OF PRICES
INSTRUCTIONS
A. General
For unit prices, it is understood that the following quantities are approximate only and are
solely for the purpose of estimating the comparison of Bids, and that the actual value of Work
will be computed based upon the actual quantities in the completed Work,whether they be
more or less than those shown. Bidders compensation for the Work under the Contract
Documents will be computed based upon the lump sum amount of the Contract at time of
award, plus any additional or deleted costs approved by OCSD via approved Change Orders,
pursuant to the Contract Documents.
Bidder shall separately price and accurately reflect costs associated with each line Item,
leaving no blanks. Any and all modifications to the Bid must be initialed by an authorized
representative of the Bidder in accordance with the Instructions to Bidders, Preparation of Bid.
Bidders are reminded of Instruction to Bidders, Discrepancy in Bid Items,which, in summary,
provides that the total price for each item shall be based on the unit price listed for each item
multiplied by the quantity; and the correct Total Price for each item shall be totaled to
determine the Total Amount of Bid.
All applicable costs including overhead and profit shall be reflected in the respective unit costs
and the TOTAL AMOUNT OF BID. The Bid Price shall include all costs to complete the Work
including Profit overhead etc unless otherwise specified in the Contract Documents All
applicable sales taxes. Federal and/or State and any other special taxes oat nt rights or
royalties shall be included in the prices Quoted in this Bid
B. Basis of Award
AWARD OF THE CONTRACT WILL BE MADE ON THE BASIS OF THE LOWEST
RESPONSIVE AND RESPONSIBLE BID. THE LOWEST BID IS DEFINED AS THE"TOTAL
AMOUNT OF BID" LISTED IN THIS BID, UNLESS OTHERWISE SPECIFIED BELOW.
Note 1: Base Bid. Includes all costs necessary to furnish all labor, materials, equipment and
services for the construction of the Project per the Invitation for Bids.
den
BF-14 SCHEDULE OF PRICES C-SF-02111e
CONTRACT NO.J-126 B,F.and G
SAFETY IMPROVEMENTS PROGRAM
Page 1 of 2
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BOARD OF DIRECTORS Meeting Date T0.1 of Dr.
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AGENDA REPORT I em Number Item Number
g
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Lorenzo Tyner, Director of Finance and Administrative Services
SUBJECT: GENERAL MANAGER APPROVED PURCHASES AND ADDITIONS TO
THE PRE-APPROVED OEM SOLE SOURCE LIST
GENERAL MANAGER'S RECOMMENDATION
A. Receive and file Orange County Sanitation District purchases made under the
General Manager's authority for the period of April 1, 2017 to June 30, 2017; and
B. Approve the following additions to the pre-approved Original Equipment
Manufacturer (OEM) Sole Source List:
• AVO TRAINING INSTITUTE - Substation Maintenance Technician
Certification
• CLEAN ENERGY - Operation, maintenance, and repair of the Compressed
Natural Gas (CNG) Facilities
• COOPER BESSEMER - CenGen engine components
• EMBARK CONSULTING - CRISP and SCADA software consulting
• ESSCO - Submersible pumps
• FISHER CONTROLS/EMERSON - Gas flow regulators
• GE INSPECTION
• ITT STANDARD - Heat exchangers
• SUEZ TREATMENT SOLUTIONS - Bar screen repair parts
• TRANE COMPANY - Maintenance for absorption chillers
• TREDENT DATA SYSTEMS - Support for Cisco Smartnet
• VACTOR - Industrial cleaning truck rental and repair
BACKGROUND
Quarterly reports of General Manager approved purchases between $50,000 and
$100,000 and additions to the pre-approved OEM Sole Source List are customarily
presented first to the Administration Committee prior to being placed on the Board of
Directors (Board) agenda. However, as the Administration Committee is not scheduled
in August, the Orange County Sanitation District's (Sanitation District) practice has been
to present this information directly to the Board.
RELEVANT STANDARDS
• Quarterly financial reporting
• Ensure the public's money is wisely spent
Page 1 of 4
PRIOR COMMITTEE/BOARD ACTIONS
December 2016 - Minute Order 12(b) authorized the General Manager to ratify additions
or deletions to the OEM Sole Source list on the General Manager's quarterly approved
purchases agenda report.
ADDITIONAL INFORMATION
In accordance with Board purchasing policy, Ordinance No. OCSD47, the General
Manager has authority to approve purchases between $50,000 and $100,000. Below is
a summary of General Manager approved purchases, in amounts exceeding $50,000, for
the fourth quarter of fiscal year 2016-17:
Vendor Name Amount Department Description/Discussion
Warranty Work for CenGen Emissions
BLACK&VEATCH $6203500 Engineering Control Project J-111
, . g g
CORPORATION Sole Source Justification 1738
Reason: Unique Service
Blanket PO for BLAST Development
BLAST General Training with Authorized Vendors
CONTRACTS - $7500000 Manager's 6/1/17 to 5/31118
, .
PURCHASING USE Office with 4 Optional 1-year Renewal Periods
ONLY Sole Source 1751
Reason: Unique Service
District-Wide Safety Training
CINTAS FIRE Human 7/1/17 to 6/30/18
PROTECTION $99,000.00 Resources U.S. Communities Contract 12-JLH-011C,
in accordance with Ordinance OCSD-47,
Section 2.03 (B) Cooperative Purchases
COURTESY Operations & Three 2017 Chevy Colorado Trucks
CHEVROLET $92,009.16 Maintenance Approved CORF Budget
CENTER Specification No. V-2017-851
Blanket PO for iPACS (Environmental
ENFOTECH & $g500000 Administrative Compliance System) Software & Support
, .
CONSULTING, INC. Services 7/1/17 to 6/30/18
Board Award: M.O. 12/14/16, Item 12
Page 2 of 4
Vendor Name Amount Department Description/Discussion
Emergency Sinkhole Remediation on
J R FILANC $75,000.00 Engineering Dover Dr. —Related to Project 5-63
CONSTRUCTION Sole Source Justification 1782
Reason: Emergency
SharePoint Software Technical Services
KONICA MINOLTA Administrative 4/10/17 to 10/19/20
BUSINESS $59,895.00 Services NJPA Contract 083116-KON,
SOLUTIONS USA in accordance with Ordinance OCSD-47,
Section 2.03 (B) Cooperative Purchases
J2 SCIENTIFIC, Environmental Chromatography Sample Cleanup System
LLC $50,352.56 Services Approved CORF Budget
Specification No. E-2017-842
Purchase Existing Construction Trailer for
MCCARTHY Relocation of PCI and EIM Groups
BUILDING $75,000.00 Engineering Sole Source Justification 1778
COMPANIES, INC. Reason: Trailer Already on OCSD
Property and Needed for Relocation
Convenience Blanket PO for Classed
ORANGE COUNTY $99000.00 Administrative and Legal Advertising
,
REGISTER Services 7/1/17 to 6/30/18
GM Article 2, Section 2.2 (b) (1)
Blanket PO for Activated Carbon for Plant
PROMINENT Operations & 1 CenGen Fuel Gas Cleaning System
SYSTEMS INC $59,352.00 Maintenance 7/1/17 to 6130/18
with 4 Optional 1-year Renewal Periods
Specification No. S-2017-840
Scripps Institution of Oceanography to
Install & Maintain 2 Water Quality Sensors
REGENTS OF UNIV on Newport Pier Monitoring Station
OF CALIFORNIA $55,000.00 Environmental Services 7/1/17 to 6/30/18
SD with 2 Optional 1-year Renewal Periods
Sole Source Justification 1746
Reason: Unique Product/Service
Page 3 of 4
Vendor Name Amount Department Description/Discussion
Convenience Blanket PO for On-Site
SAFETY SHOE $7000 Human Safety Shoe Service As-Needed
,000.
SERVICES Resources 7/1/17 to 6/30/18
GM Article 2, Section 2.2 (b) (1)
Underwater External Assessment of the
SGS US WEST Operations & 120-inch Outfall Line
COAST LLC $80,000.00 Maintenance Sole Source Justification 1749
Reason: Time is of the Essence to Meet
Permit-Stipulated Requirement
W.A. RASIC Operations & Security Booth Repair at Plant 2
CONSTRUCTION $71,750.00 Maintenance Task Order Bid TOB-2017-868 of
CO., INC. Master Service Contract 5-2015-700-3
XYLEM Bypass Pumping at Seal Beach Pump
DEWATERING Operations & Station During Electrical Investigation of a
SOLUTIONS/GOD $80,000.00 Maintenance Failing MCC
WIN PUMPS Sole Source Justification 1781
Reason: Time is of the Essence- Urgent
Page 4 of 4
BOARD OF DIRECTORS Meeting Date TOBE.Or Dir.
oB/zs/v
AGENDA REPORT Item Item
10
Orange County Sanitation District
FROM: James D. Herberg, General Manager
Originator: Celia Chandler, Director of Human Resources
SUBJECT: CLEAN HARBORS ENVIRONMENTAL SERVICES
GENERAL MANAGER'S RECOMMENDATION
A. Approve a Service Contract with Clean Harbors Environmental Services, Inc.,
Specification No. S-2017-841, for the period of September 1, 2017 through
June 30, 2018, for a total annual amount not to exceed $192,000, with up to four
(4) one-year renewals options; and
B. Approve an annual contingency of$19,200 (10%).
BACKGROUND
Orange County Sanitation District (Sanitation District) is required to properly dispose of
all hazardous waste generated. The requirements are based upon environmental
regulations; specifically, the Resource Conservation and Recovery Act (RCRA). The
vendor's primary service is the transportation, treatment, and either recycling or disposal
of hazardous waste generated by the Sanitation District. The Sanitation District uses the
vendor to provide the following additional services:
• Hazardous waste profiling — sampling a waste and conducting lab analysis to
determine how the waste is supposed to be disposed of properly;
• Lab packs—sampling and property packing small quantities of chemicals to ensure
they are disposed of properly;
• Spill cleanup — provide the trained personnel, material, and equipment to clean up
spills caused by Sanitation District activities that are beyond the capabilities of the
Sanitation District staff to handle; and,
• Hazardous waste storage yard inspections — examining all the different storage
areas at Plant Nos. 1 and 2 to ensure they are compliant with regulations.
RELEVANT STANDARDS
• Provide a safe and collegial workplace
• Compliance with the Resource Conservation and Recovery Act (RCRA)
Page 1 of 3
RAMIFICATIONS OF NOT TAKING ACTION
If there is no contract in place, the Sanitation District may not be able to properly dispose
of the hazardous waste generated by its facilities and in accordance with the requirements
set forth by the RCRA.
PRIOR COMMITTEE/BOARD ACTIONS
July 2016 - Request to add funds was ratified for Change Order No. 3 to
P.O. 104652-OB, Specification 5-2011498, issued to Clean Harbors for waste disposal
services for an additional $50,000 for a contract amount not to exceed $242,500 for the
period of July 1, 2015 to June 30, 2016.
August 2015 - Request to add funds was ratified for Change Order No. 2 to
P.O. 104652-OB, Specification S-2011498, issued to Clean Harbors for waste disposal
services for an additional $10,000 for a contract amount not to exceed $205,000 for the
remainder of the 2014/15 Fiscal year contract ending June 30, 2015.
May 2015 - Administration Committee - Request to add funds was ratified for Change
Order No. 1 to P.O. 104652-OB, Specification S-2011498, issued to Clean Harbors for
hazardous waste services for an additional $70,000 for annual contract amount not to
exceed $195,500, for the remainder of the contract ending June 30, 2017.
ADDITIONAL INFORMATION
The Sanitation District requested and advertised for proposals for a Hazardous Waste
Disposal Services Contract on March 9, 2017. The following evaluation criteria were
described in the request for proposals and used to determine the most qualified firm.
CRITERION WEIGHT
Qualifications of Firm 30%
Staffing and Project Organization 20%
Work Plan 30%
Cost 20%
Six(6)proposals were received on April 7, 2017, and five (5)were evaluated in accordance
with the evaluation process set forth in Ordinance OCSD47, by a pre-selected evaluation
team consisting of the following Sanitation District's staff.
Paulo Pavia Environmental Specialist
Leyla Perez Pr. Environmental Specialist
George Rivera Security/Emergency Planning Specialist
Cindy Vellucci Sr. Environmental Specialist
Jessica Avalos Sr. Safety and Health Representative
Page 2 of 3
Each member of the evaluation team ranked the firms based on the proposals using the
evaluation criteria and weighting described above. In this request for proposal process,
cost is a weighted factor and has already been included. The following table reflects the
ranking outcome for the five (5) evaluated firms. This process is different from the
professional design services contract where cost is not included.
Clean K-Vac NRC United Water
Harbors Pumping Shark
Systems
Evaluator 1 1st 5°i 3rd 2nd 4th
Evaluator 2nd 4ih 1st 3rd 5th
Evaluator 1st 4ih 2nd 3rd 5th
Evaluator 3rd 2nd 4th let 51h
Evaluators 1st 4th 2nd 2nd 5th
Ranking 1st 4m 3rd 2nd 5th
CEQA
N/A
FINANCIAL CONSIDERATIONS
This request complies with authority levels of the Sanitation District's Purchasing
Ordinance.
ATTACHMENT
The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the
complete agenda package:
• Service Contract
Page 3 of 3
SERVICE CONTRACT
Hazardous Waste Disposal Services
Specification No. S-2017-841
THIS CONTRACT is made and entered into as of the date fully executed below, by and between
Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue,
Fountain Valley, CA 92708-7018 (hereinafter referred to as "OCSD") and Clean Harbors
Environmental Services, Inc.with a principal place of business at 42 Longwater Drive, Norwell, MA
02061 (hereinafter referred to as "SERVICE PROVIDER")collectively referred to as the"Parties".
WITNESSETH
WHEREAS, OCSD desires to retain the services of SERVICE PROVIDER for Hazardous Waste
Disposal Services "Services"; and
WHEREAS, OCSD has chosen SERVICE PROVIDER to conduct Services in accordance with
Ordinance No. OCSD-47; and
WHEREAS, on August 23, 2017, the OCSD Board of Directors authorized execution of this
Contract between OCSD and SERVICE PROVIDER; and
WHEREAS,SERVICE PROVIDER is qualified byvirtue of experience,training, and education and
expertise to accomplish such Services,
NOW THEREFORE, in consideration of the promises and mutual benefits exchanged between the
Parties, it is mutually agreed as follows:
1. Introduction
1.1 This Contract and all exhibits hereto ("Contract") is made by OCSD and SERVICE
PROVIDER. The Terms and Conditions herein exclusively govern the purchase of Services as
described in the attached Exhibits "A", "A-1", "A-2"and "B".
1.2 Exhibits to this Contract are incorporated by reference and made a part of this Contract as
though fully set forth at length herein. Exhibits to this Contract are as follows in order of
precedence:
Exhibit"A" Technical Proposal from SERVICE PROVIDER
Exhibit"A-1" Emergency Response Agreement
Exhibit"A-2" OCSD's Scope of Work
Exhibit"B" Cost Proposal from SERVICE PROVIDER
Exhibit"C" Acknowledgement of Insurance Requirements
Exhibit"D" OCSD Safety Standards
1.3 In the event of any conflict or inconsistency between the provisions of this Contract and any
of the provisions of the exhibits hereto, the provisions of this Contract shall in all respects govern
and control.
1.4 The provisions of this Contract may be amended or waived only by a writing executed by
authorized representatives of both Parties hereto.
1.5 The various headings in this Contract are inserted for convenience only and shall not affect
the meaning or interpretation of this Contract or any Paragraph or provision hereof.
Orange County Sanitation District 1 of 10 Specification No. S-2017-841
1.6 The term "days", when used in the Contract, shall mean calendar days, unless otherwise
noted as business days.
1.7 OCSD holidays (non-working days) are as follows: New Years Day, Lincoln's Birthday,
Presidents' Day Monday, Memorial Day Monday, Independence Day, Labor Day Monday,
Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day.
1.8 SERVICE PROVIDER shall provide OCSD with all required premiums and/or overtime work
at no charge beyond the price provided under"Compensation' below.
1.9 Except as expressly provided otherwise, OCSD accepts no liability for any expenses, losses,
or action incurred or undertaken by SERVICE PROVIDER as a result of work performed in
anticipation of purchases of said services by OCSD.
2. Compensation Compensation for this project shall not exceed the total amount of One
Hundred Ninety Three Thousand and 00100 Dollars ($193,000.00).
3. California Department of Industrial Relations 1D/R)Rectistration and Record of Wages
3.1 To the extent SERVICE PROVIDER's employees and/or its Subcontractors who will perform
Work during the design and preconstruction phases of a construction contract for which Prevailing
Wage Determinations have been issued by the DIR and as more specifically defined under Labor
Code Section 1720 at seq, SERVICE PROVIDER and its Subcontractors shall comply with the
registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4,
the Work is subject to compliance monitoring and enforcement by the DIR.
3.2 The SERVICE PROVIDER and its Subcontractors shall maintain accurate payroll records
and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll
records to the Labor Commissioner pursuant to Labor Code 1771.4(a)(3). Penalties for non-
compliance with the requirements of Section 1776 may be deducted from progress payments per
Section 1776.
3.3 Pursuant to Labor Code Section 1776, the SERVICE PROVIDER and its Subcontractors
shall furnish a copy of all certified payroll records to OCSD and/or general public upon request,
provided the public request is made through OCSD, the Division of Apprenticeship Standards or
the Division of Labor Enforcement of the Department of Industrial Relations.
3.4 The SERVICE PROVIDER and its Subcontractors shall comply with the job site notices
posting requirements established by the Labor Commissioner per Title 8, California Code of
Regulation Section 16461(e).
4. Payments Payments shall be made upon approval by OCSD Project Manager, Jessica
Avalos or his/her designee, of invoices submitted for Services completed as described in Exhibits
"A". "A-1". "A-2" and "B". OCSD, at its sole discretion, shall be the determining party as to whether
the Services have been satisfactorily completed.
5. Invoices
5.1 OCSD shall pay within 30 days of completion and receipt and approval by OCSD Project
Manager of an itemized invoice, in a form acceptable to OCSD to enable audit of the charges
thereon. Invoices shall include the Purchase Order Number.
5.2 Invoices shall be emailed by SERVICE PROVIDER to OCSD Accounts Payable at
APStaff0OCSD.com and reference the following in the subject line: "INVOICE", the Purchase
Order number, the Project Manager, Jessica Avalos and 5-2017-841.
Orange County Sanitation District 2 of 10 Specification No. S-2017-841
6. Audit Rights SERVICE PROVIDER agrees that, during the term of this Contract and for a
period of three (3)years after its termination, OCSD shall have access to and the right to examine
any directly pertinent books, documents, and records of SERVICE PROVIDER relating to the
invoices submitted by SERVICE PROVIDER pursuant to this Contract.
7. Scone of Work Subject to the terms of this Contract, SERVICE PROVIDER shall perform
the Services identified in Exhibits "A", "A-1", "A-2" and "B". SERVICE PROVIDER shall perform
said Services in accordance with generally accepted industry and professional standards.
6. Modifications to Scope of Work Requests for modifications to the Exhibits"A", "A-1", "A-2"
and "B" hereunder can be made by OCSD at any time. All modifications must be made in writing
and signed by both Parties.
9. Contract Term The Services provided under this Contract shall commence on the effective
date of Notice to Proceed, and be completed no later than June 30, 2018.
9.1 OCSD may exercise the option to renew the Agreement for up to four (4) one-year periods
(July 1• —June 30'h)based upon the criteria set forth in Exhibits"A", "A-1","A-2"and "B", if mutually
acceptable contract terms can be negotiated. OCSD shall make no obligation to renew nor give
reason if it elects not to renew.
9.2 Renewals may be made through the OCSD Purchase Order Process.
10. Termination
10.1 OCSO reserves the right to terminate this Contract for its convenience, with or without
cause, in whole or in part, at any time, by written notice from OCSD of intent to terminate. Upon
receipt of a termination notice, SERVICE PROVIDER shall immediately discontinue all work under
this Contract (unless the notice directs otherwise). OCSD shall thereafter, within thirty (30) days,
pay SERVICE PROVIDER for work performed (cost and fee)to the date of termination. SERVICE
PROVIDER expressly waives any claim to receive anticipated profits to be earned during the
uncompleted portion of this Contract. Such notice of termination shall terminate this Contract and
release OCSD from any further fee, cost or claim hereunder by SERVICE PROVIDER other than
for work performed to the date of termination.
10.2 OCSD reserves the right to terminate this Contract immediately upon OCSD's
determination that SERVICE PROVIDER is not meeting specification requirements, if the level of
service is inadequate, or any other default of this Contract.
10.3 OCSD may also immediately cancel for default of this Contract in whole or in part by written
notice to SERVICE PROVIDER:
• if SERVICE PROVIDER becomes insolvent or files a petition under the Bankruptcy Act; or
• if SERVICE PROVIDER sells its business; or
• if SERVICE PROVIDER breaches any of the terms of this Contract; or
• if total amount of compensation exceeds the amount authorized under this Contract.
10.4 All OCSD property in the possession or control of SERVICE PROVIDER shall be returned
by SERVICE PROVIDER to OCSD upon demand,or at the termination of this Contract, whichever
occurs first.
Orange County Sanitation District 3 of 10 Specification No. S-2017-841
11. Insurance SERVICE PROVIDER and all subcontractors shall purchase and maintain,
throughout the life of this Contract and any periods of warranty or extensions, insurance in amounts
equal to the requirements set forth in the signed Acknowledgement of Insurance Requirements
(attached hereto and incorporated herein as Exhibit "C"). SERVICE PROVIDER shall not
commence work under this Contract until all required insurance is obtained in a form acceptable
to OCSD, nor shall SERVICE PROVIDER allow any subcontractor to commence service pursuant
to a subcontract until all insurance required of the subcontractor has been obtained. Failure to
maintain required insurance coverage shall result in termination of this Contract.
12. Indemnification and Hold Harmless Provision SERVICE PROVIDER shall assume all
responsibility for damages to property and/or injuries to persons, including accidental death,which
may arise out of or be caused by SERVICE PROVIDER's services under this Contract, or by its
subcontractor or by anyone directly or indirectly employed by SERVICE PROVIDER, and whether
such damage or injury shall accrue or be discovered before or after the termination of the Contract.
Except as to the sole active negligence of or willful misconduct of OCSD, SERVICE PROVIDER
shall indemnify, protect, defend and hold harmless OCSD, its elected and appointed officials,
officers, agents and employees, from and against any and all claims, liabilities, damages or
expenses of any nature, including attorneys'fees: (a)for injury to or death of any person or damage
to property or interference with the use of property, arising out of or in connection with SERVICE
PROVIDER's performance under the Contract, and/or(b) on account of use of any copyrighted or
uncopyrighted material, composition, or process, or any patented or unpatented invention, article
or appliance, furnished or used under the Contract, and/or (c) on account of any goods and
services provided under this Contract. This indemnification provision shall apply to any acts or
omissions, willful misconduct, or negligent misconduct, whether active or passive, on the part of
SERVICE PROVIDER of or anyone employed by or working under SERVICE PROVIDER. To the
maximum extent permitted by law, SERVICE PROVIDER's duty to defend shall apply whether or
not such claims, allegations, lawsuits, or proceedings have merit or are meritless, or which involve
claims or allegations that any of the parties to be defended were actively, passively,or concurrently
negligent, or which otherwise assert that the parties to be defended are responsible, in whole or in
part, for any loss, damage, or injury. SERVICE PROVIDER agrees to provide this defense
immediately upon written notice from OCSD, and with well qualified, adequately insured, and
experienced legal counsel acceptable to OCSD.
13. Safety Standards and Human Resources IHRI Policies OCSD requires all contractors and
service providers to follow and ensure their employees and all subcontractors follow all State and
Federal regulations as well as OCSD requirements while working at OCSD locations. If during the
course of a contract it is discovered that OCSD policies, safety manuals, or contracts do not comply
with State or Federal regulations then the SERVICE PROVIDER is required to follow the most
stringent regulatory requirement at no cost to OCSD. SERVICE PROVIDER and all their
employees and subcontractors, shall adhere to all applicable OCSD Safety Standards and Human
Resources Policies found at: OCSD.com, "Document Central", under the heading "About Us".
OCSD's Safety Standards and Human Resource Policies are hereby incorporated by reference as
though fully set forth herein.
In addition to the requirements stated above, SERVICE PROVIDER shall adhere to the following
OCSD Safety requirements: SOP-102 PPE, SOP-607 Hazard Communication, SOP-109
Respiratory Protection Program. These OCSD Safety requirements are available at: OCSD.com,
"Document Central", under the heading "About Us".
14. Warranties
14.1 Manufacturer's standard warranty shall apply. All manufacturer warranties will begin at
date of completion of this Contract.
Orange County Sanitation District 4 of 10 Specification No. S-2017-841
14.2 SERVICE PROVIDER's warranty: If, within the 12-month period following completion of its
Services, OCSD informs SERVICE PROVIDER that any part of the Services fails to meet the
standards required under this Contract, SERVICE PROVIDER shall, within the time agreed to by
OCSD and SERVICE PROVIDER, take all such actions as are necessary to correct or complete
the noted deficiency(ies) at SERVICE PROVIDER's sole expense.
15. Performance Time is of the essence in the performance of this Contract and the provisions
hereof.
16. Force Maieure Neither party shall be liable for delays caused by accident,flood,acts of God,
fire, labor trouble, war, acts of government or any other cause beyond its control, but said party
shall use reasonable efforts to minimize the extent of the delay. Work affected by a Force Majeure
condition may be rescheduled by mutual consent or may be eliminated from the Contract.
17. Freight (F.O.B. Destination) SERVICE PROVIDER assumes full responsibility for all
transportation, transportation scheduling, packing, handling, insurance, and other services
associated with delivery of all products deemed necessary under this Contract.
18. Familiarity with Work By executing this Contract, SERVICE PROVIDER warrants that: 1) it
has investigated the work to be performed; 2) it has investigated the site of the work and is aware
of all conditions there; and 3) it understands the facilities, difficulties and restrictions of the work
under this Contract. Should SERVICE PROVIDER discover any latent or unknown conditions
materially differing from those inherent in the work or as represented by OCSD, it shall immediately
inform OCSD of this and shall not proceed, except at SERVICE PROVIDER's risk, until written
instructions are received from OCSD.
19. Regulatory Requirements SERVICE PROVIDER shall perform all work under this Contract
in strict conformance with applicable federal, state, and local regulatory requirements including,
but not limited to, 40 CFR 122, 123, 124, 257, 258, 260, 261, and 503, Title 22, 23, and California
Water Codes Division 2.
20. Licenses. Permits. Ordinances and Regulations SERVICE PROVIDER represents and
warrants to OCSD that it has obtained all licenses, permits,qualification and approvals of whatever
nature that are legally required to engage in this work. Any and all fees required by State, County,
City and/or municipal laws, codes and/or tariffs that pertain to work performed under the terms of
this Contract will be paid by SERVICE PROVIDER.
21. Applicable Laws and Regulations SERVICE PROVIDER shall comply with all applicable
federal, state, and local laws, rules, and regulations. SERVICE PROVIDER also agrees to
indemnify and hold harmless from any and all damages and liabilities assessed against OCSD as
a result of SERVICE PROVIDER's noncompliance therewith. Any permission required by law to
be included herein shall be deemed included as a part of this Contract whether or not specifically
referenced.
22. SERVICE PROVIDER's Employees Compensation
22.1 Davis-Bacon Act-SERVICE PROVIDER will pay and will require all subcontractors to pay
all employees on said project a salary or wage at least equal to the prevailing rate of per diem
wages as determined by the Secretary of Labor in accordance with the Davis-Bacon Act for each
craft or type of worker needed to perform the Contract. The provisions of the Davis-Bacon Act
shall apply only if the Contract is in excess of two thousand dollars ($2,000.00)and when twenty-
five percent (25%) or more of the Contract is funded by federal assistance. If the aforesaid
conditions are met, a copy of the provisions of the Davis-Bacon Act to be complied with are
incorporated herein as a part of this Contract and referred to by reference.
Orange County Sanitation District 5 of 10 Specification No. S-2017-841
22.2 General Prevailina Rate — OCSD has been advised by the State of California Director of
Industrial Relations of its determination of the general prevailing rate of per diem wages and the
general prevailing rate for legal holiday and overtime work in the locality in which the work is to be
performed for each craft or type of work needed to execute this contract, and copies of the same
are on file in the office of the engineer of OCSD. The SERVICE PROVIDER agrees that not less
than said prevailing rates shall be paid to workers employed on this contract as required by Labor
Code Section 1774 of the State of California. Per California Labor Code 1773.2, OCSD will have
on file copies of the prevailing rate of per diem wages at its principal office and at each job site,
which shall be made available to any interested party upon request.
22.3 Forfeiture For Violation - SERVICE PROVIDER shall, as a penalty to OCSD, forfeit fifty
dollars ($50.00) for each calendar day or portion thereof for each worker paid (either by the
SERVICE PROVIDER or any subcontractor under it) less than the prevailing rate of per diem
wages as set by the Director of Industrial Relations, in accordance with Sections 1770-1780 of the
California Labor Code for the work provided for in this contract, all in accordance with Section 1775
of the Labor Code of the State of California.
22.4 Apprentices—Sections 1777.5, 1777.6, 1777.7 of the Labor Code of the State of California,
regarding the employment of apprentices are applicable to this contract and the SERVICE
PROVIDER shall comply therewith if the prime contract involves thirty thousand dollars
($30,000.00) or more or twenty (20)working days or more; or if contracts of specialty contractors
not bidding for work through the general or prime Contractor are two thousand dollars ($2,000.00)
or more or five (5)working days or more.
22.5 Workday—In the performance of this contract, not more than eight(8)hours shall constitute
a day's work, and the SERVICE PROVIDER shall not require more than eight(8) hours of labor in
a day from any person employed by him hereunder except as provided in paragraph 19.2 above.
SERVICE PROVIDER shall conform to Article 3, Chapter 1, Part 7 (Section 1810 at seq.) of the
Labor Code of the State of California and shall forfeit to OCSD as a penalty, the sum of twenty five
dollars ($25.00) for each worker employed in the execution of this contract by SERVICE
PROVIDER or any subcontractor for each calendar day during which any worker is required or
permitted to labor more than eight (8) hours in any one calendar day and forty (40) hours in any
one week in violation of said Article. SERVICE PROVIDER shall keep an accurate record showing
the name and actual hours worked each calendar day and each calendar week by each worker
employed by SERVICE PROVIDER in connection with the project.
22.6 Record of Wages; Inspection - SERVICE PROVIDER agrees to maintain accurate payroll
records showing the name, address, social security number, work classification, straight-time and
overtime hours worked each day and week, and the actual per diem wages paid to each
journeyman, apprentice, worker or other employee employed by it in connection with the project
and agrees to require that each of its subcontractors do the same. All payroll records shall be
certified as accurate by the applicable SERVICE PROVIDER or subcontractor or its agent having
authority over such matters. SERVICE PROVIDER further agrees that its payroll records and
those of its subcontractors shall be available to the employee or employee's representative, the
Division of Labor Standards Enforcement, and the Division of Apprenticeship Standards and shall
comply with all of the provisions of Labor Code Section 1776, in general. Penalties for non-
compliance with the requirements of Section 1776 may be deducted from project payments per
the requirements of Section 1776.
23. South Coast Air Quality Management District's(SCAQMD) Reguirements Itis SERVICE
PROVIDER's responsibility that all equipment furnished and installed be in accordance with the
latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All
Orange County Sanitation District 6 of 10 Specification No. S-2017-841
contract work practices, which may have associated emissions such as sandblasting, open Feld
spray painting or demolition of asbestos containing components or structures, shall comply with
the appropriate rules and regulations of the SCAOMD.
24. Governing Law This Contract shall be governed by and interpreted under the laws of the
State of California and the Parties submit to jurisdiction in Orange County, in the event any action
is brought in connection with this Contract or the performance thereof.
25. Breach The waiver of either party of any breach or violation of,or default under, any provision
of this Contract, shall not be deemed a continuing waiver by such party of any other provision or
of any subsequent breach or violation of this Contract or default thereunder. Any breach by
SERVICE PROVIDER to which OCSD does not object shall not operate as a waiver of OCSD's
rights to seek remedies available to it for any subsequent breach.
26. Remedies In addition to other remedies available in law or equity, if the SERVICE
PROVIDER fails to make delivery of the goods or Services or repudiates its obligations under this
Contract,or if OCSD rejects the goods or Services or revokes acceptance of the goods or Services,
OCSD may(1)cancel the Contract; (2)recover whatever amount of the purchase price OCSD has
paid, and/or(3)"cover" by purchasing, or contracting to purchase, substitute goods or Services for
those due from SERVICE PROVIDER. In the event OCSD elects to "cover" as described in (3),
OCSD shall be entitled to recover from SERVICE PROVIDER as damages the difference between
the cost of the substitute goods or Services and the contract price, together with any incidental or
consequential damages.
27. Dispute Resolution
27.1 In the event of a dispute as to the construction or interpretation of this Contract, or any
rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute
by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the dispute.
If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance
with the Commercial Mediation Rules of the American Arbitration Agreement,through the alternate
dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County
("JAMS"), or any similar organization or entity conducting an alternate dispute resolution process.
27.2 In the event the Parties are unable to timely resolve the dispute through mediation, the
issues in dispute shall be submitted to arbitration pursuant to California Code of Civil Procedure,
Part 3, Title 9, Sections 1280 at seq. For such purpose, an agreed arbitrator shall be selected, or
in the absence of agreement, each party shall select an arbitrator, and those two arbitrators shall
select a third. Discovery may be conducted in connection with the arbitration proceeding pursuant
to California Code of Civil Procedure Section 1283.05. The arbitrator, or three arbitrators acting
as a board, shall take such evidence and make such investigation as deemed appropriate and
shall render a written decision on the matter in question. The arbitrator shall decide each and
every dispute in accordance with the laws of the State of California. The arbitrator's decision and
award shall be subject to review for errors of fact or law in the Superior Court for the County of
Orange, with a right of appeal from any judgment issued therein.
26. Attorney's Fees If any action at law or inequity or if any proceeding in the form of an
Alternative Dispute Resolution (ADR)is necessary to enforce or interpret the terms of this Contract,
the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary
disbursements in addition to any other relief to which he may be entitled.
29. Survival The provisions of this Contract dealing with Payment, Warranty, Indemnity, and
Forum for Enforcement, shall survive termination or expiration of this Contract.
Orange County Sanitation District 7 of 10 Specification No. S-2017-841
30. Severability If any section, subsection, or provision of this Contract, or any agreement or
instrument contemplated hereby, or the application of such section,subsection,or provision is held
invalid, the remainder of this Contract or instrument in the application of such section, subsection
or provision to persons or circumstances other than those to which it is held invalid, shall not be
affected thereby, unless the effect of such invalidity shall be to substantially frustrate the
expectations of the Parties.
31. Damage to OCSD's Property Any of OCSD's property damaged by SERVICE PROVIDER,
any subcontractors or by the personnel of either will be subject to repair or replacement by
SERVICE PROVIDER at no cost to OCSD.
32. Disclosure SERVICE PROVIDER agrees not to disclose, to any third party, data or
information generated from this project without the prior written consent from OCSD.
33. Independent Contractor The legal relationship between the parties hereto is that of an
independent contractor, and nothing herein shall be deemed to make SERVICE PROVIDER an
OCSD employee. During the performance of this Agreement, SERVICE PROVIDER and its
officers, employees, and agents shall act in an independent capacity and shall not act as OCSD's
officers,employees,or agents. SERVICE PROVIDER and its officers, employees, and agents shall
obtain no rights to any benefits which accrue to OCSD's employees.
34. Limitations upon Subcontracting and Assignment SERVICE PROVIDER shall not
delegate any duties nor assign any rights under this Contract without the prior written consent of
OCSD. Any such attempted delegation or assignment shall be void.
35. Third Party Rights Nothing in this Contract shall be construed to give any rights or benefits
to anyone other than OCSD and SERVICE PROVIDER.
36. Non-Liability of OCSD Officers and Employees No officer or employee of OCSD shall be
personally liable to SERVICE PROVIDER, or any successor-in-interest, in the event of any default
or breach by OCSD or for any amount which may become due to SERVICE PROVIDER or to its
successor, or for breach of any obligation for the terms of this Agreement.
37. Read and Understood By signing this Contract, SERVICE PROVIDER represents that
he/she has read and understood the terms and conditions of the Contract.
36. Authority to Execute The persons executing this Contract on behalf of the Parties warrant
that they are duly authorized to execute this Contract and that by executing this Contract, the
Parties are formally bound.
39. Entire Contract This Contract constitutes the entire agreement of the Parties and
supersedes all prior written or oral and all contemporaneous oral agreements, understandings,
and negotiations between the Parties with respect to the subject matter hereof.
40. Non-conforming Waste. Waste materials to be handled pursuant to this Agreement shall be
as provided in Exhibit A-2, Section 3.1.13. Should Service Provider become aware of non-
conforming waste, Service Provider will dispose of the waste materials in a lawful manner. Service
Provider shall promptly notify OCSD of the non-conforming waste, including a description of the
non-conforming waste and the date it was collected, and OCSD shall pay Service Provider at
agreed rates for the disposal.
Orange County Sanitation District 8 of 10 Specification No. S-2017-841
41. Emeraencv Response Services. Responder Immunity Indemnity: Notwithstanding anything
to the contrary herein, it is understood and agreed by the parties that Contractor will at all times
under this Agreement retain any exemption or limitation from liability ('Responder Immunity")
pursuant to the Federal Water Pollution Control Act, as amended (FWPCA) 33 U.S.C.A. §1251 at
seq., the Oil Pollution Act of 1990, as amended (OPA-90) 33 U.S.C.A. §2701 at seq., and any
other applicable Federal,state or local law, regulation or ordinance which provides such responder
immunity."The persons executing this Contract on behalf of the Parties warrant that they are duly
authorized to execute this Contract and that by executing this Contract, the Parties are formally
bound.
42. Notices All notices under this Contract must be in writing. Written notice shall be delivered
by personal service or sent by registered or certified mail, postage prepaid, return receipt
requested, or by any other overnight delivery service which delivers to the noticed destination and
provides proof of delivery to the sender. Rejection or other refusal to accept or the inability to
deliver because of changed address for which no notice was given as provided hereunder shall be
deemed to be receipt of the notice, demand or request sent. All notices shall be effective when
first received at the following addresses:
OCSD: Ludwig R. Lapus, Contracts Administrator
Orange County Sanitation District
10844 Ellis Avenue
Fountain Valley, CA 92708-7018
SERVICE PROVIDER: George L. Curtis, Executive Vice President
Clean Harbors Environmental Services, Inc.
42 Longwater Drive
Norwell, MA 02061-9149
Each party shall provide the other party written notice of any change in address as soon as
practicable.
Orange County Sanitation District 9 of 10 Specification No. S-2017-841
IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this
Contract to be signed by the duly authorized representatives.
ORANGE COUNTY SANITATION DISTRICT
Dated: By:
Gregory C. Sebourn, PLS
Chair, Board of Directors
Dated: By:
Kelly A. Lore
Clerk of the Board
Dated: By:
Marc Dubois
Contracts, Purchasing and Materials
Management Manager
CLEAN HARBORS ENVIRONMENTAL SERVICES, INC.
Dated: By:
Print Name and Title of Officer
IRS Employer's I.D. Number
Orange County Sanitation District 10 of 10 Specification No. S-2017-841
► WOODRUFF,.SPRADLIN&SMART CLOSED SESSION 1
555 ANTON BOULEVARD, BUITC1200
C.sIA MNsA, CA 92626-7670
(714)556-0000
MEMORANDUM
TO: Hon. Chair and Members of the Orange County Sanitation District Board of
Directors
FROM: Bradley R. Hogin, Esq.
General Counsel
DATE: August 16, 2017
RE: Closed Session Items
The Board of Directors desires to hold a closed session on August 23, 2017 for the
purpose of conferring with its legal counsel regarding existing litigation to which the District is a
party. The title of the case is Heady,Forman-Woodbridge v. OCSD. Orange County Superior
Court Case No. 30-2017-000934699. The closed session will be held pursuant to the authority of
California Government Code Section 54956.9(d)(1).
Respectfully submitted,,
By 14
BradleY R.Hogin, Ocneral Counsel
1114541.1
►` WOODRUFF,.SPRADLIN&SMART CLOSED SESSION 2
555 ANTON BOULEVARD, BUITC1200
C.sIA MNSA, CA 92626-7670
(714)556-0000
MEMORANDUM
TO: Hon. Chair and Members of the Orange County Sanitation District Board of
Directors
FROM: Bradley R. Hogin, Esq.
General Counsel
DATE: August 14, 2017
RE: Closed Session Items
The Board of Directors desires to hold a closed session on August 23, 2017 for the
purpose of conferring with its legal counsel regarding a potential eminent domain action. Based
on existing facts and circumstances,the Committee is deciding whether to initiate litigation
against another party. The closed session will be held pursuant to the authority of California
Government Code Section 54956.9(d)(4). The facts and circumstances are as follows. The
Board may consider filing an eminent domain action against Sukut Real Properties LLC for the
properties 18429 Pacific St. Fountain Valley,CA,APB No. 156-163-09: 18410 Bandilier Cir.
Fountain Valley, CA,APN No. 156-163-10: and 18368 Bandilier Cit. Fountain Valley, CA,
APN No. 156-163-11.
Respectfully submitted,
By
Bradl R.Hogin, eneral Counsel
1114541.1
WOODRUFF ADLIN&SPRSMART
A CLOSED SESSION 3
•
555 ANTON BOULEVARD, SUITE 1200
COSTA MESA, CA 92626-7670
(714)556-7000
MEMORANDUM
TO: Hon. Chair and Members of the Orange County Sanitation District Board of
Directors
FROM: Bradley R. Hogin, Esq.
General Counsel
DATE: August 14, 2017
RE: Closed Session Items
The Board of Directors will hold a closed session on August 23,2017 for the purpose of
conferring with its negotiators regarding the purchase of real property. The negotiating parties and
properties are as follows: Valley Business Park,APN Nos. 156-165-05, 156-165-06, 156-163-07;
DK-USA LLC, APN No.156-165-04; Fountain Valley Industrial Parcel 13,APN No.156-165-08;
Sukut Real Properties LLC, APN Nos. 156-163-09, 156-163-10, 156-163-11; The his Trust
Shabtai,Nevon, APN No. 156-163-16; The Ins Trust, APN No. 156-154-07; K&A Investments
LP,APN No. 156-154-08;Fountain Valley Star LLC,APN No. 156-154-06; TN Sheet Metal Inc.,
APN No. 156-163-12; 18401 Bandilier LLC,APN No. 156-163-13;Phone Lilly Lin-Lin TR,APN
No. 156-154-05; JDK Partners, APN No. 156-163-14; Chandler Real Properties, APN No. 156-
163-15; Ellis Avenue LLC, APN No. 156-154-04; and SFII Fountain Valley LLC,APN No. 156-
151-03; 7311 Doig Drive Garden Grove,CA,APN No. 131-654-20. The District's negotiators are
Jim Herberg, Rob Thompson,Kathy Millea and Jeff Mohr, Wendy Sevenandt, Kevin Turner and
John Gallivan, Cushman and Wakefield. Said closed session will be held pursuant to authority of
California Government Code Section 54956.8.
Respectfully submitted,
By. /f
BradleY R. Hogin, Vieneral Counsel
11921611
ORANGE COUNTY SANITATION DISTRICT
Agenda
Terminology
Glossary
Glossary of Terms and Abbreviations
AQMD Air Quality Management District
ASCE American Society of Civil Engineers
BOD Biochemical Oxygen Demand
CARS California Air Resources Board
CASA California Association of Sanitation Agencies
CCTV Closed Circuit Television
CEQA California Environmental Quality Act
CIP Capital Improvement Program
CRWQCB California Regional Water Quality Control Board
CWA Clean Water Act
CWEA California Water Environment Association
EIR Environmental Impact Report
EMT Executive Management Team
EPA US Environmental Protection Agency
FOG Fats, Oils, and Grease
gpd gallons per day
GWRS Groundwater Replenishment System
ICS Incident Command System
IERP Integrated Emergency Response Plan
LOS Level Of Service
MGD Million Gallons Per Day
NACWA National Association of Clean Water Agencies
NPDES National Pollutant Discharge Elimination System
NWRI National Water Research Institute
O & M Operations & Maintenance
OCCOG Orange County Council of Governments
OCHCA Orange County Health Care Agency
OCSD Orange County Sanitation District
OCWD Orange County Water District
OOBS Ocean Outfall Booster Station
OSHA Occupational Safety and Health Administration
PCSA Professional Consultant/Construction Services Agreement
PDSA Professional Design Services Agreement
POTW Publicly Owned Treatment Works
ppm parts per million
PSA Professional Services Agreement
RFP Request For Proposal
RWQCB Regional Water Quality Control Board
Glossary of Terms and Abbreviations
SARFPA Santa Ana River Flood Protection Agency
SARI Santa Ana River Interceptor
SARWQCB Santa Ana Regional Water Quality Control Board
SAW PA Santa Ana Watershed Project Authority
SCADA Supervisory Control And Data Acquisition
SCAP Southern California Alliance of Publicly Owned Treatment Works
SCAQMD South Coast Air Quality Management District
SOCWA South Orange County Wastewater Authority
SRF Clean Water State Revolving Fund
SSMP Sewer System Management Plan
SSO Sanitary Sewer Overflow
SWRCB State Water Resources Control Board
TDS Total Dissolved Solids
TMDL Total Maximum Daily Load
TSS Total Suspended Solids
WDR Waste Discharge Requirements
WEF Water Environment Federation
W ERF Water Environment & Reuse Foundation
WIFIA Water Infrastructure Finance and Innovation Act
WIIN Water Infrastructure Improvements for the Nation Act
W RDA Water Resources Development Act
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.
Glossary of Terms and Abbreviations
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 (DIT) — 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 the Orange County Sanitation District provides 70
million gallons per day of drinking quality water to replenish the local groundwater supply.
Levels 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 Groundwater Replenishment System process and is eliminated using hydrogen
peroxide with extra ultra-violet treatment.
National Biosolids Partnership (NBP)—An alliance of the National Association of Clean Water
Agencies and Water Environment Federation, with advisory support from the US Environmental
Protection Agency. 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.
Plume — A visible or measurable concentration of discharge from a stationary source or fixed
facility.
Glossary of Terms and Abbreviations
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. Combined sewers carry both wastewater and urban runoff.
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.
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. The Orange County
Sanitation District's service area is in the Santa Ana River Watershed.