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HomeMy WebLinkAbout08-24-2016 Board Meeting Agenda Packet Orange County Sanitation District Wednesday, August 24, 2016 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 (John Nielsen, City of Tustin) ROLL CALL AND 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 Chairman and are requested to limit comments to three minutes. SPECIAL PRESENTATIONS: Employee Service Awards REPORTS: The Board Chair and the General Manager may present verbal reports on miscellaneous matters of general interest to the Directors. These reports are for information only and require no action by the Directors. 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 Any items withdrawn from the Consent Calendar for separate discussion will be considered in the regular order of business. 1.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 Board of Directors Meeting held on July 27, 2016. 0&24/2016 OCSD Board of Directors Agenda Page 1 of 7 2. COOPERATIVE AGREEMENT NO. C-6-0979 (Rob Thompson) RECOMMENDATION: Approve a Cooperative Agreement with Orange County Transportation Authority agreeing to cooperate and define specific terms, conditions, and funding obligations regarding the design and construction of a new Plant No. 1 entrance along Ellis Avenue in Fountain Valley to accommodate widening the Interstate 405 Freeway. RECEIVE AND FILE: These items require no action;and without objection, will be so ordered by the Board Chair. 3. REPORT OF THE INVESTMENT TRANSACTIONS FOR THE MONTH OF JULY 2016 (Lorenzo Tyner) RECOMMENDATION: Receive and file the report of the Investment Transactions for the month of July 2016. 4. COMMITTEE MINUTES (Clerk of the Board) RECOMMENDATION: Receive and file the approved minutes of the following standing committees: A. GWRS Steering Committee meeting of April 11, 2016 B. Steering Committee meeting of July 27, 2016 5. TREASURER'S REPORT FOR THE FOURTH QUARTER ENDED JUNE 30, 2016 (Lorenzo Tyner) RECOMMENDATION: Receive and file Orange County Sanitation District Fourth Quarter Treasurer's Report for the period ended June 30, 2016. PUBLIC HEARING: 6. COLLECTION OF SEWER SERVICE CHARGES VIA THE TAX ROLL (Lorenzo Tyner) RECOMMENDATION: Hold a public hearing to receive input on report filed with the Clerk of the Board entitled "Sewer Service Charges for Collection on Tax Rolls for Fiscal Year 2016-17" A. Conduct a public hearing to receive written and oral comments on the proposal to collect sanitary sewer service charges via the county tax roll; 1. Open the public hearing 2. Receive staff report and recommendations 3. Report of written communications by Clerk of the Board 08/24/2016 OCSD Board of Directors Agenda Page 2 of 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 16-13 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 2016/2017"; 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: 7. PROPOSED ORANGE COUNTY SANITATION DISTRICT ENERGY POLICY (Rob Thompson) RECOMMENDATION: Adopt Resolution No. OCSD 16-12 entitled, "A Resolution of the Board of Directors of the Orange County Sanitation District adopting an Energy Policy." NON-CONSENT CALENDAR: 8. COLLECTIONS CAPACITY EVALUATION STUDY, PROJECT NO. PS15-08 (Rob Thompson) RECOMMENDATION: A. Approve a Professional Services Agreement with RMC Water and Environment to provide professional services for the Collections Capacity Evaluation Study, Project No. PS15-08, for an amount not to exceed $2,802,675; and B. Approve a contingency of$280,268 (10%). 9. CONTRACT SECURITY SERVICES (Celia Chandler) RECOMMENDATION: Approve a Service Contract to Securitas Security Services, U.S.A. for Specification No. S-2016-775BD for a term of one (1) year, for a total annual contract amount not to exceed $776,704, with up to four (4) one-year renewals. OW24/2016 OCSD Board of Directors Agenda Page 3 of 7 10. SOUTHWEST COSTA MESA TRUNK SEWER, PROJECT NO. 6-19, CANCELLATION (Rob Thompson) RECOMMENDATION: A. Cancel the Southwest Costa Mesa Trunk Sewer, Project No. 6-19; B. Adopt Resolution No. OCSD 16-14 entitled, "A Resolution of the Board of Directors of the Orange County Sanitation District amending Resolution No. OCSD 14-09 relating to the Southwest Costa Mesa Trunk Sewer, Project No. 6-19"; and C. Authorize a payment of$192,000 to Costa Mesa Sanitary District to offset their costs to support the alignment and environmental studies associated with this project. 11. COOPERATIVE PROCUREMENT WITH NATIONAL AUTO FLEET GROUP (Ed Torres) Ratify and approve two purchase order agreements using the National Joint Powers Alliance (NJPA) cooperative Contract Number 102811-NAF with National Auto Fleet Group for the purchase of fifteen (15) budget approved vehicles for a total cost of $562,359 in accordance with Ordinance No. OCSD-47, Section 2.03(B) Cooperative Purchases. INFORMATION ITEMS: None. AB 1234 REPORTS: 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 potentiallitigation,or personnel 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. 08/24/2016 OCSD Beard of Directors Agenda Page 4 of 7 CONVENE IN CLOSED SESSION. (1) CONFERENCE WITH LABOR NEGOTIATORS (Government Code Section 54957.6) Agency Designated Representatives: Laura Kalty, Chief Negotiator from Liebert Cassidy Whitmore; James Herberg; Robert Ghirelli; Celia Chandler; and Andrew Nau. Employee Organizations: Supervisor& Professional Management Group (SPMT), International Union of Operating Engineers Local 501 (Local 501), and Orange County Employees Association (OCEA). (2) CONFERENCE WITH LEGAL COUNSEL RE. ANTICIPATED LITIGATION (Government Code Section 54956.9(d)(2)) Significant Exposure to Litigation pursuant to paragraph (2)of subdivision (d) of Section 54956.9. Number of Potential Cases: 1 Claim for Damage or Injury from Steven and Jennifer Gates (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; 18484 Bandilier Cir. Fountain Valley, CA -APN No.156-163-06; 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; 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 08/24/2016 OCSD Board of Directors Agenda Page 5 of 7 Agency negotiators: General Manager, Jim Herberg; Director of Engineering, Rob Thompson; Engineering Managers, Kathy Millea and Jeff Mohr; CIP Project Manager, Wendy Sevenandt; 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; Bender Properties, APN No.156-163-06; 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: ADJOURNMENT: Adjourn the Board meeting until the Regular Board of Directors Meeting on September 28, 2016 at 6:00 p.m. 08/24/2016 OCSD Board of Directors Agenda Page 6 of 7 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. Aaenda Postina: 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. Aaenda Descriotion: 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 klore(n)ocsd.com For any questions on the agenda, Committee members may contact staff at: General Manager Jim Herberg (714)593-7300 iherbem(&ocsd.cem Assistant General Manager Bob Ghirelli (714)593-7400 rghirelli(a)ocsd.com Director of Engineering Rob Thompson (714)593-7310 rthomosonifDocsd.com Director of Environmental Services Jim Colston (714)593-7450 icolston(n)ocsd.com Director of Finance and Lorenzo Tyner (714)593-7550 Itvner(dlocsd.com Administrative Services Director of Human Resources Celia Chandler (714)593-7202 cchandler(@ocsd.com Director of Operations&Maintenance Ed Torres 714 593-7080 etorres ocsd.com 08/24/2016 OCSD Board of Directors Agenda Page 7 of 7 ITEM NO. 1 Orange County Sanitation District MINUTES BOARD MEETING July 27, 2016 ANITAT� 9 U N 2 ,y t o � ftwowm0i l�NG THE ENV�Q, Administration Building 10844 Ellis Avenue Fountain Valley, California 92708-7018 0 712 712 01 6 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 Chair John Nielsen on July 27, 2016, at 6:06 p.m., in the Administration Building. Director Dave Shawver 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 John Nielsen, Chair Allan Bernstein X Gregory Sebourn, Vice Chair Doug Chaffee X Tom Beamish Tim Shaw X Steven Choi Lynn Schott X Keith Curry Scott Peotter X Ellery Deaton Sandra Massa-Lavitt X Joy Neugebauer Al Krippner X James M. Ferryman Bob Ooten X Steven Jones Kris Beard X Jim Katapodis Erik Peterson X Robert Kiley Michael Beverage X Peter Kim Michele Steggell X Lucille Kring Jordan Brandman X Greg Mills Diana Fascenelli X Richard Murphy Shelley Hasselbrink X Steve Nagel Cheryl Brothers A Glenn Parker Cecilia Hupp X David Shawver Carol Warren X Fred Smith Virginia Vaughn Teresa Smith X Mark Murphy X Michelle Steel Shawn Nelson A Sal Tinajero David Benavides X Chad Wanks Constance Underhill X John Withers Douglas Reinhart Mariellen Yarc X Stacy Berry STAFF MEMBERS PRESENT: Jim Herberg, General Manager; Bob Ghirelli, Assistant General Manager; Rob Thompson, Director of Engineering; Jim Colston, Director of Environmental Services; Lorenzo Tyner, Director of Finance & Administrative Services; Celia Chandler, Director of Human Resources; Ed Torres, Director of Operations and Maintenance; Kelly A. Lore, Clerk of the Board; Marc Brown; Jennifer Cabral; Michael Dorman; Mark Dubois; Damein Frabizio; Al Garcia; Stephanie Good; Randy Kleinman; Laurie Klinger; Tina Knapp; Mark Manzo; Laura Maravilla; Kathy Millea; Jeff Mohr; and Andrew Nau. 07/27/2016 Minutes of Board Meeting Page 2 of 12 OTHERS PRESENT: Brad Hogin (General Counsel); James Clark, Black & Veatch; Laura Kalty, Liebert Cassidy Whitmore; Georg Krammer, Koff & Associates; Patrick Shields, IRWD; and Rich ten Bosch, Black & Veatch. PUBLIC COMMENTS: None. SPECIAL PRESENTATIONS: None. REPORTS: Chair Nielsen provided an update on the recent Legislative and Public Affairs (La PA) meeting including information regarding: SB 163—Hertzberg Bill—Wastewater Recycling Bill, stating that the author has pulled the bill, but has stated he will bring it back next session; and AS 2022 — Gordon — Bottling GWRS Water Bill, which is scheduled to be heard by Appropriations Committee by the 1s'of August. Chair Nielsen further reported on recent construction outreach efforts; OCSD's proposed new website design; and the upcoming Open House to be held August 13" from 10 a.m. — 2 p.m. in collaboration with OCWD. General Manager Herberg provided information on upcoming Director tour dates on the Nerissa —August 18 (Trawl) & September 21 (Rig Fishing). Mr. Herberg then introduced Marc Dubois, Contract& Purchasing Manager, who provided an informative PowerPoint presentation regarding OCSD's procurement process. Mr. Dubois responded to questions regarding: possible savings by increasing approval thresholds; staffing concerns; and legal counsel review process. Mr. Herberg noted that OCSD recently received the Client of the Year Award from ACEC mostly due to procurement transparency. Director Choi arrived at 6:18 p.m. CONSENT CALENDAR: 1. APPROVAL OF MINUTES (Clerk of the Board) MOVED, SECONDED, AND DULY CARRIED TO: Approve the minutes of the regular Board of Directors Meeting held on June 22, 2016. AYES: Beamish; Choi; Curry; Deaton; Ferryman; Jones; Katapodis; Kiley; Kim; Kring; Mills; R. Murphy; Nagel; Neugebauer; Nielsen; Sebourn; Shawver; F. Smith; Steel; Wanke; and Withers NOES: None 07/27/2016 Minutes of Board Meeting Page 3 of 12 ABSTENTIONS: Berry (Alternate) and M. Murphy (Alternate) ABSENT: Parker and Tinajero 2. DOG DRIVE PROPERTY LEASE EXTENSION (Lorenzo Tyner) MOVED, SECONDED, AND DULY CARRIED TO: Approve the First Amendment to the Doig Property Lease; to enter into a three (3) month lease extension of the Orange County Sanitation District's real property at 7311 Doig Drive, Garden Grove in a form approved by General Counsel. AYES: Beamish; Berry (Alternate); Choi; Curry; Deaton; Ferryman; Jones; Katapodis; Kiley; Kim; Kring; Mills; M. Murphy (Alternate); R. Murphy; Nagel; Neugebauer; Nielsen; Sebourn; Shawver; F. Smith; Steel; Wanke; and Withers NOES: None ABSTENTIONS: None ABSENT: Parker and Tinajero 3. CORRECTION TO BOARD ACTION: CHANGE ORDER TO BRENNTAG PACIFIC CAUSTIC SODA SPECIFICATION NO. C-2013-560 (Ed Torres) MOVED, SECONDED, AND DULY CARRIED TO: A. Approve an additional one-year optional renewal period of the Purchase Order Specification No. C-2013-560 for 25% Caustic Soda (Sodium Hydroxide) with Brenntag Pacific for chemical scrubbers at both Plant No. 1 and Plant No. 2, for the period of July 1, 2017 through June 30, 2018, for a unit price of $560.52 per dry ton (delivery and applicable sales tax included)for a total estimated annual amount of$280,000; and B. Approve a (10%) unit price contingency. AYES: Beamish; Berry (Alternate); Choi; Curry; Deaton; Ferryman; Jones; Katapodis; Kiley; Kim; Kring; Mills; M. Murphy (Alternate); R. Murphy; Nagel; Neugebauer; Nielsen; Sebourn; Shawver; F. Smith; Steel; Wanke; and Withers NOES: None ABSTENTIONS: None ABSENT: Parker and Tinajero 4. AGREEMENT WITH EAST ORANGE COUNTY WATER DISTRICT TO COLLECT CAPITAL FACILITY CAPACITY CHARGES ON BEHALF OF THE ORANGE COUNTY SANITATION DISTRICT (Lorenzo Tyner) MOVED, SECONDED, AND DULY CARRIED TO: Approve the agreement with East Orange County Water District for the collection of the Orange County Sanitation District Capital Facility Capacity Charges. 07/27/2016 Minutes of Board Meeting Page 4 of 12 AYES: Beamish; Berry (Alternate); Choi; Curry; Castor; Ferryman; Jones; Katapodis; Kiley; Kim; Kring; Mills; M. Murphy (Alternate); R. Murphy; Nagel; Neugebauer; Nielsen; Sebourn; Shawver; F. Smith; Steel; Wanke; and Withers NOES: None ABSTENTIONS: None ABSENT: Parker and Tinajero 5. WASTE MANAGEMENT PROGRAM (Celia Chandler) MOVED, SECONDED, AND DULY CARRIED TO: Ratify a change order to P.O. 104652-013, Specification S-2011-498, issued to Clean Harbors Environmental Services 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. AYES: Beamish; Berry (Alternate); Choi; Curry; Castor; Ferryman; Jones; Katapodis; Kiley; Kim; Kring; Mills; M. Murphy (Alternate); R. Murphy; Nagel; Neugebauer; Nielsen; Sebourn; Shawver; F. Smith; Steel; Wanks; and Withers NOES: None ABSTENTIONS: None ABSENT: Parker and Tinajero RECEIVE AND FILE: These items require no action; and without objection, will be so ordered by the Board Chair. 6. REPORT OF THE INVESTMENT TRANSACTIONS FOR THE MONTH OF JUNE 2016 (Lorenzo Tyner) Received and filed the report of the Investment Transactions for the month of June 2016. 7. COMMITTEE MINUTES (Clerk of the Board) Received and filed the approved minutes of the following standing committees: A. Operations Committee meeting of June 1, 2016 B. Administration Committee meeting of June 8, 2016 C. Legislative and Public Affairs Committee meeting of June 14, 2016 D. Steering Committee meeting of June 22, 2016 07/27/2016 Minutes of Board Meeting Page 5 of 12 OPERATIONS COMMITTEE: 8. FISH TRACKING STUDY - SOLE SOURCE CONTRACT WITH DR. CHRISTOPHER LOWE — CALIFORNIA STATE UNIVERSITY LONG BEACH (James E. Colston) MOVED, SECONDED, AND DULY CARRIED TO: Award a Sole Source Contract to Dr. Christopher Lowe of the California State University Long Beach to conduct a fish tracking study in support of the Orange County Sanitation District's National Pollution Discharge Elimination System (NPDES) Ocean Discharge Permit for the period August 1, 2016 through June 30, 2018, at a project cost not to exceed $200,000. AYES: Beamish; Berry (Alternate); Choi; Curry; Deaton; Ferryman; Jones; Katapodis; Kiley; Kim; Kring; Mills; M. Murphy (Alternate); R. Murphy; Nagel; Neugebauer; Nielsen; Sebourn; Shawver; F. Smith; Steel; Wanke; and Withers NOES: None ABSTENTIONS: None ABSENT: Parker and Tinajero 9. MONTEREY BAY AQUARIUM RESEARCH INSTITUTE OCEAN ACIDIFICATION AND HYPDXIA MOORING SUPPORT (James E. Colston) MOVED, SECONDED, AND DULY CARRIED TO: Approve a Service Agreement to the Monterey Bay Aquarium Research Institute (MBARI) to provide technical support and training to District staff to develop the in-house ability to operate, service, and maintain the Orange County Sanitation District's Ocean Acidification and Hypoxia mooring for the period of July 1, 2016 to June 30, 2017,for an amount not to exceed $120,000 with the option of four (4) one-year renewals. AYES: Beamish; Berry (Alternate); Choi; Curry; Deaton; Ferryman; Jones; Katapodis; Kiley; Kim; Kring; Mills; M. Murphy (Alternate); R. Murphy; Nagel; Neugebauer; Nielsen; Sebourn; Shawver; F. Smith; Steel; Wanke; and Withers NOES: None ABSTENTIONS: None ABSENT: Parker and Tinajero 10. INLAND EMPIRE REGIONAL COMPOSTING AUTHORITY CONTRACT AMENDMENT 2015-2016 (James E. Colston) MOVED, SECONDED, AND DULY CARRIED TO: Approve Contract Amendment number 4600001879-001 with Inland Empire Regional Composting Authority (IERCA) for the Orange County Sanitation District to 1) use farm bed trailers to transport biosolids to the Inland Empire Regional Composting Facility, and 2) pay to IERCA for biosolids received and processed at a base fee of $55.00 per wet ton, plus an administrative fee of $2.00 per wet ton and any other adjustments 07/27/2016 Minutes of Board Meeting Page 6 of 12 provided for in the original agreement. This Contract Amendment shall serve as the first annual renewal of three one-year renewal options of the original agreement in a total annual amount not to exceed $900,000/year for IERCA to receive and compost up to 50 wet tons per day (Monday thru Friday) of OCSD's biosolids. AYES: Beamish; Berry (Alternate); Choi; Curry; Deaton; Ferryman; Jones; Katapodis; Kiley; Kim; Kring; Mills; M. Murphy (Alternate); R. Murphy; Nagel; Neugebauer; Nielsen; Sebourn; Shawver; F. Smith; Steel; Wanke; and Withers NOES: None ABSTENTIONS: None ABSENT: Parker and Tinajero 11. AGREEMENT FOR PURCHASE OF NATURAL GAS, SPECIFICATION NO. C-2016-778BD (Ed Torres) MOVED, SECONDED, AND DULY CARRIED TO: A. Approve an agreement to Constellation NewEnergy—Gas Division, LLC for the purchase of Natural Gas, Specification No. C-2016-778BD forthe period August 1, 2016 through July 31, 2017 for a monthly index unit price of $0.039 per Million British Thermal Units (MMBtu) for a total estimated annual cost of$296,000, with four(4) one-year renewal options; and B. Approve unit price contingency of (10%). AYES: Beamish; Berry (Alternate); Choi; Curry; Deaton; Ferryman; Jones; Katapodis; Kiley; Kim; Kring; Mills; M. Murphy (Alternate); R. Murphy; Nagel; Neugebauer; Nielsen; Sebourn; Shawver; F. Smith; Steel; Wanke; and Withers NOES: None ABSTENTIONS: None ABSENT: Parker and Tinajero 12. AGREEMENT FOR PURCHASE OF ANIONIC POLYMER, SPECIFICATION NO. C-2016-751 BD (Ed Torres) MOVED, SECONDED, AND DULY CARRIED TO: A. Approve an agreement to Polydyne, Inc. for the Purchase of Anionic Polymer, Specification No. C-2016-75113D, for the period September 1, 2016 through August 31, 2017, for a unit price of$2.605 per active pound delivered, plus applicable sales tax, for a total estimated annual amount of$370,000, with four one-year renewal options; and B. Approve a unit price contingency of 10%. 07/27/2016 Minutes of Board Meeting Page 7 of 12 13. 2017 FACILITIES MASTER PLAN — PROJECT PSI 5-10 (Rob Thompson) Item No. 13 pulled and heard separately. Vice-Chair Seboum stated a recusal and left the meeting while the item was heard. MOVED. SECONDED, AND DULY CARRIED TO: A. Approve a Professional Services Agreement with Carollo Engineers, Inc. to provide professional services for 2017 Facilities Master Plan, Project PSI 5-10, for an amount not to exceed $3,132,052; and B. Approve a contingency of$313,205 (10%). AYES: Beamish; Berry (Alternate); Choi; Curry; Deaton; Ferryman; Jones; Katapodis; Kiley; Kim; Kring; Mills; M. Murphy (Alternate); R. Murphy; Nagel; Neugebauer; Nielsen; Shawver; F. Smith; Steel; Wanke; and Withers NOES: None ABSTENTIONS: None ABSENT: Parker; Sebourn (recusal); and Tinajero 14. SAFETY IMPROVEMENT AT PLANT NOS. 1 AND 2, PROJECT NO. J-126 (Rob Thompson) MOVED, SECONDED, AND DULY CARRIED TO: A. Approve a Professional Design Services Agreement with Arcadis U.S., Inc. to provide program and engineering design services for Safety Improvement at Plant Nos. 1 and 2, Project No. J-126, for an amount not to exceed $1,540,000; and B. Approve a contingency of$154,000 (10%). AYES: Beamish; Berry (Alternate); Choi; Curry; Deaton; Ferryman; Jones; Katapodis; Kiley; Kim; Kring; Mills; M. Murphy (Alternate); R. Murphy; Nagel; Neugebauer; Nielsen; Sebourn; Shawver; F. Smith; Steel; Wanke; and Withers NOES: None ABSTENTIONS: None ABSENT: Parker and Tinajero 15. PRIMARY TREATMENT REHABILITATION AT PLANT 2, PROJECT NO. P2-98 (Rob Thompson) MOVED, SECONDED, AND DULY CARRIED TO: A. Approve a Professional Design Services Agreement with Black &Veatch to provide engineering design services for Primary Treatment Rehabilitation at Plant 2, Project No. P2-98,for a total amount not to exceed $18,141,423; and B. Approve a contingency of$1,814,142 (10%). 07/27/2016 Minutes of Board Meeting Page 8 of 12 AYES: Beamish; Berry (Alternate); Choi; Curry; Deaton; Ferryman; Jones; Katapodis; Kiley; Kim; Kring; Mills; M. Murphy (Alternate); R. Murphy; Nagel; Neugebauer; Nielsen; Sebourn; Shawver; F. Smith; Steel; Wanke; and Withers NOES: None ABSTENTIONS: None ABSENT: Parker and Tinajero 16. HEADQUARTERS COMPLEX, SITE AND SECURITY, AND ENTRANCE REALIGNMENT PROGRAM, PROJECT NO. P1-128 (Rob Thompson) MOVED, SECONDED, AND DULY CARRIED TO: Approve a Broker Representation Agreement with Cushman & Wakefield to give exclusive authority to represent the Orange County Sanitation District, at no cost, for the investigation and potential negotiation to acquire existing office building and/or land for a new Administration Building in an area near Plant No. 1. AYES: Beamish; Berry (Alternate); Choi; Curry; Deaton; Ferryman; Jones; Katapodis; Kiley; Kim; Kring; Mills; M. Murphy (Alternate); R. Murphy; Nagel; Neugebauer; Nielsen; Sebourn; Shawver; F. Smith; Steel; Wanke; and Withers NOES: None ABSTENTIONS: None ABSENT: Parker and Tinajero ADMINISTRATION COMMITTEE: 17. REVENUE REFUNDING CERTIFICATE ANTICIPATION NOTES, SERIES 2016B (Lorenzo Tyner) MOVED, SECONDED, AND DULY CARRIED TO: Authorize the General Manager to issue Revenue Refunding Certificate Anticipation Notes, Series 2016B, as two-year fixed-rate obligations, subject to market conditions, in an amount not to exceed $120,000,000 to replace the $120,850,000 Revenue Refunding Certificate Anticipation Notes, Series 2014B maturing on November 15, 2016. AYES: Beamish; Berry (Alternate); Choi; Curry; Deaton; Ferryman; Jones; Katapodis; Kiley; Kim; Kring; Mills; M. Murphy (Alternate); R. Murphy; Nagel; Neugebauer; Nielsen; Sebourn; Shawver; F. Smith; Steel; Wanke; and Withers NOES: None ABSTENTIONS: None ABSENT: Parker and Tinajero 07/27/2016 Minutes of Board Meeting Page 9 of 12 STEERING COMMITTEE: 18. GENERAL MANAGER'S FY 2015-2016 FINAL YEAR END WORK PLAN UPDATE (Jim Herberg) MOVED, SECONDED, AND DULY CARRIED TO: Receive and File the General Manager's FY 2015-2016 Work Plan Year End Update. AYES: Beamish; Berry (Alternate); Choi; Curry; Deaton; Ferryman; Jones; Katapodis; Kiley; Kim; Kring; Mills; M. Murphy (Alternate); R. Murphy; Nagel; Neugebauer; Nielsen; Sebourn; Shawver; F. Smith; Steel; Wanke; and Withers NOES: None ABSTENTIONS: None ABSENT: Parker and Tinajero 19. RECEIVE AND FILE THE 2015 INTERNAL SAWPA PRETREATMENT PROGRAM AUDIT REPORT (James E. Colston) Hearing no objection, Chair Nielsen ordered the 2015 Internal SAWPA Pretreatment Program Audit Report received and filed. 20. COMPENSATION STUDY FINAL RESULTS (Celia Chandler) The Clerk of the Board provided a late communication memo and the Executive Summary of the Report of the Total Compensation Study to the Directors. Director of Human Resources, Celia Chandler introduced Georg Krammer, Koff & Associates who provided a PowerPoint presentation regarding the Compensation Study overview and methodology. Mr. Krammer reviewed the goals of the study and survey elements, including the benchmark classifications and the data collected. The market findings were presented in percentiles according to base pay and total compensation. Mr. Krammer responded to questions regarding: comparisons and job analysis completed via the internet; class series and benchmark levels relative to seniority, Bay Area community comparisons; methodology between current and the 2014 numbers; incomparable retirement and pension programs; and concems with cost of living adjustments. Hearing no objection, Chair Nielsen ordered the Report of the Total Compensation Study final results received and filed. 07/27/2016 Minutes of Board Meeting Page 10 of 12 NON-CONSENT CALENDAR: 21. PAYMENT AGREEMENT FOR CAPITAL FACILITIES CAPACITY CHARGES FOR THE SOURCE IN BUENA PARK (Lorenzo Tyner) MOVED, SECONDED, AND DULY CARRIED TO: Approve the payment agreement negotiated by the General Manager for the collection of all charges and fees owed for capital facility capacity charges plus interest of 5.5% per annum and administrative fees with Donald Chae, Manager, The Source at Beach, LLC, The Source Office, LLC and The Source Hotel, LLC, in aform approved by General Counsel. AYES: Beamish; Berry (Alternate); Choi; Curry; Deaton; Ferryman; Jones; Katapodis; Kiley; Kim; Kring; Mills; M. Murphy (Alternate); R. Murphy; Nagel; Neugebauer; Nielsen; Sebourn; Shawver; F. Smith; Steel; Wanke; and Withers NOES: None ABSTENTIONS: None ABSENT: Parker and Tinajero INFORMATION ITEMS: None. AB 1234 REPORTS: Director Ferryman reported out on the following meetings he recently attended: Jeff Mosher, Executive Director of National Water Research Institute, will be leaving the agency in 30 days. An emergency meeting will be held to discuss recruitment. CLOSED SESSION: CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE SECTIONS 54957.6. 54956.9(d)(2) & 54956.9(d)(1): The Board convened in closed session at 6:56 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 Jones left the meeting at 7:48 p.m. RECONVENED IN REGULAR SESSION: The Board reconvened in regular session at 8:04 p.m. 07/27/2016 Minutes of Board Meeting Page 11 of 12 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: At 8:05 p.m. Chair Nielsen adjourned the meeting until the Regular Board Meeting on August 24, 2016 at 6:00 p.m. Submitted by: Kelly A. Lore Clerk of the Board 07/27/2016 Minutes of Board Meeting Page 12 of 12 BOARD OF DIRECTORS Meeting Date TOBE.Or Dir. -- 08/24/16 AGENDA REPORT ItemNumber IemNumber z Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: COOPERATIVE AGREEMENT NO. C-6-0979 GENERAL MANAGER'S RECOMMENDATION Approve a Cooperative Agreement with Orange County Transportation Authority agreeing to cooperate and define specific terms, conditions, and funding obligations regarding the design and construction of a new Plant No. 1 entrance along Ellis Avenue in Fountain Valley to accommodate widening the Interstate 405 Freeway. BACKGROUND In partnership with the California Department of Transportation (CalTrans), the Orange County Transportation Authority (OCTA) proposes to widen the Interstate 405 (1-405) between State Route 73 and Interstate 605. This project will add a general purpose lane in each direction of the 1-405 from Euclid Street to the Interstate 605 interchange and a toll road lane in each direction of the 1-405 from the State Route 73 to the Interstate 605 interchange. This project will also construct an on-ramp to the southbound 1-405 beginning at Ellis Avenue near the Orange County Sanitation District (Sanitation District) Plant No.1 entrance. RELEVANT STANDARDS • Maintain collaborative and cooperative relationships with neighboring agencies • Operate and maintain facilities to minimize impacts on surrounding communities PROBLEM The OCTA led project will construct a new on-ramp to the southbound 1-405 that will require the relocation of the Plant No.1 entrance along Ellis Avenue, as well as nearby utilities and structures. PROPOSED SOLUTION Enter into a Cooperative Agreement with OCTA accepting the following terms: 1. OCTA to fund the construction of the new interim entrance 2. Sanitation District to review and approve new entrance design 3. Sanitation District to inspect and accept new entrance construction Page 1 of 3 4. OCTA to reimburse the Sanitation District staff costs up to $470,000 5. Separate Right-of-Way Agreement will address property impacts and permanent entrance modifications 6. Separate Utility Agreement will address utility impacts TIMING CONCERNS OCTA has released the Design Build Final Request for Proposals and is to award the contract in November 2016. RAMIFICATIONS OF NOT TAKING ACTION OCTA will follow State and Federal laws to either enter into mediations with the Sanitation District or begin proceedings to take the project required property and acquire temporary land rights to continue with their project. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION Working together through monthly meetings, OCTA and the Sanitation District have agreed upon a conceptual design to relocate the Plant No.1 Ellis Avenue entrance westerly, approximately 675 feet along Ellis Avenue to align with the Pacific Street intersection. Multiple Sanitation District sewers and structures both inside and outside of Plant No. 1 will be in conflict with the project and will require modifications and/or relocations. These utility impacts will be addressed in a separate Utility Agreement that will be presented to the Board of Directors (Board) in an upcoming Board meeting. This project will also require OCTA to acquire Sanitation District owned property and temporary property rights to perform the construction activities at and near Plant No.1. Also, the Wastehauler Dump Station will be relocated within Plant No.1 after the entrance relocation. These property impacts will be addressed in a separate Right-of-Way Agreement that will be presented to the Sanitation District Board in an upcoming Board meeting. CEQA Caltrans and OCTA have prepared and finalized the environmental documents to perform said 1-405 improvements and relocate the Sanitation District Plant No. 1 Ellis Avenue entrance. All offsite and most onsite Sanitation District utility modifications and relocations are also addressed therein. However, the Wastehauler Dump Station relocation will require additional CEQA planning. The Sanitation District has agreed to Page 2 of 3 become the lead agency and will refer to the finalized OCTA environmental documents to relocate the dump station. FINANCIAL CONSIDERATIONS The OCTA project will reimburse the Sanitation District for staff coordination time, plan reviews, and construction inspection up to $470,000. In the event that the required work exceeds the $470,000 maximum, the parties may mutually agree to amend the Agreement. This amount does not include the Sanitation District's expected costs associated with the future and separate Utility and Right-of-Way Agreements. ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.corn with the complete agenda package: • Cooperative Agreement No. C-6-0979 between Orange County Transportation Authority and Orange County Sanitation District • Exhibit A - Entrance Modifications RD:sa:gc Page 3 of 3 DRAFT 1 COOPERATIVE AGREEMENT NO. C-6-0979 2 BETWEEN 3 ORANGE COUNTY TRANSPORTATION AUTHORITY 4 AND 5 ORANGE COUNTY SANITATION DISTRICT 6 FOR 7 1-405 IMPROVEMENT PROJECT 8 THIS COOPERATIVE AGREEMENT (AGREEMENT), is effective this day of 9 , 20_, by and between the Orange County Transportation Authority, 550 South 10 Main Street, P.O. Box 14184, Orange California 92863-1584, a public corporation of the State of 11 California (AUTHORITY), and the Orange County Sanitation District (DISTRICT), 10844 Ellis Ave, 12 Fountain Valley, California 92708, a County Sanitation District, each individually known as "Party' and 13 collectively known as the"Parties". 14 RECITALS: 15 WHEREAS, AUTHORITY in partnership with the California Department of Transportation 16 (Caltrans) proposes to widen Interstate 405 (1-405) between State Route 73 (SR-73) and Interstate 17 605 (1-605) in order to add a general purpose lane in each direction of the 1-405 from Euclid Street to 18 the 1-605 interchange, and a tolled, express lane in each direction of 1-405 from SR-73 to 1-605 19 hereinafter referred to as (PROJECT). The tolled, express lanes are to be placed along the existing 20 high-occupancy vehicle (HOV) lane in each direction. The existing HOV lanes and new toll lanes are 21 to be managed jointly by AUTHORITY as an Express Lanes Facility. AUTHORITY will use a design- 22 build method of delivery for the procurement, design, and construction of PROJECT and shall procure 23 a design-build team (CONTRACTOR); and 24 WHEREAS, this AGREEMENT is necessary to define certain specific terms, conditions, and 25 funding responsibilities between the AUTHORITY and DISTRICT regarding the design and 26 construction of PROJECT; and Page 1 of 22 AGREEMENT NO. C-6.0979 1 WHEREAS, AUTHORITY is the sponsor and the primary funding agency for PROJECT; and 2 WHEREAS, AUTHORITY has determined that DISTRICT-owned and operated utilities are 3 found to be in conflict with PROJECT. Protecting in place, rearranging, and relocating of said utilities 4 will be subject to separate utility agreements (UTILITY AGREEMENTS); and 5 WHEREAS, the PROJECT is located within and adjacent to the CALTRANS right of way in the 6 Cities of Costa Mesa, Fountain Valley, Huntington Beach,Westminster, Garden Grove, Seal Beach, Los 7 Alamitos, and County of Orange; and 8 WHEREAS, AUTHORITY has contracted with Parsons Transportation Group, Inc., as the 9 Program Management Consultant (PMC) for this PROJECT, to assist with the administration and 10 oversight of the procurement, and design and construction phases of PROJECT; and 11 WHEREAS,AUTHORITY has contracted with Jacobs Engineering Group, as the Construction 12 Management Consultant (CMC) for this PROJECT, to assist with the administration and oversight of 13 the procurement, and construction phases of PROJECT; and 14 WHEREAS, AUTHORITY has agreed to acquire right of way necessary for PROJECT; and 15 WHEREAS, the DISTRICT is embarking on project P1-128 Complex, Site and Security, and 16 Entrance Realignment Program, (HEADQUARTERS PROJECT)to replace and possibly relocate the 17 Administration Building; and 18 WHEREAS,AUTHORITY has determined that it shall be required to acquire DISTRICT-owned 19 property and temporary property rights to perform construction activity in connection with the 20 PROJECT. Acquisition of Property for both permanent and temporary use by AUTHORITY shall be 21 separate from this agreement and addressed through a"PROPERTY ACQUISITION AGREEMENT", 22 and performed in accordance with Federal and State acquisition requirements; provided, however, 23 that nothing in this Agreement shall waive or limit DISTRICT's rights with respect thereto; and 24 WHEREAS, AUTHORITY shall ensure CONTRACTOR's compliance with all applicable 25 requirements contained in this Agreement; and 26 Page 2 of 22 AGREEMENT NO. C-6.0979 1 WHEREAS, DISTRICT facilities on DISTRICT property provide wastewater treatment and in 2 cooperation with the Orange County Water District provide drinking water to North Central Orange 3 County; and 4 WHEREAS, DISTRICT is a public agency with a need for continuous public access to its 5 Administrative Offices; and 6 WHEREAS, DISTRICT is bound by property lines and easements and has future expansion 7 requirements; and 8 WHEREAS, DISTRICT facilities include a permitted disposal site for liquid waste haulers in 9 the DISTRICT service area as defined by DISTRICT ordinance; and 10 WHEREAS, DISTRICT facilities include public access to compressed natural gas and 11 hydrogen as transportation fuels in cooperation with various State Clean air agencies; and 12 WHEREAS, DISTRICT is executing the necessary capital and maintenance work necessary 13 to construct, maintain, and refurbish its necessary treatment works and Administrative facilities on 14 District property, including but not limited to refurbishment of its headworks facilities and Administration 15 Building replacement, which are adjacent to the PROJECT ; and 16 WHEREAS, DISTRICT facilities regularly receive-chemical tanker deliveries and send trucks 17 of biosolids through its facility front entrance;; and 18 WHEREAS, existing DISTRICT facilities and services on DISTRICT property will be impacted by 19 PROJECT, including without limitation those described above, and AUTHORITY desires to collaborate 20 with DISTRICT during the development of the Request For Proposals(RFP)forthe selection of a design- 21 build CONTRACTOR, and during the design and construction of PROJECT; and 22 WHEREAS, AUTHORITY shall be required to modify the existing main entrance on Ellis 23 Avenue into DISTRICT property; and 24 WHEREAS such entry modifications will result in the need for utility relocations in and around 25 DISTRICT Property; and 26 Page 3 of 22 AGREEMENT NO. C-6.0979 f WHEREAS, the Entry Modifications will occur in a two phase process, and AUTHORITY and 2 DISTRICT have mutually agreed to a modified entrance geometry for the first phase of that process as 3 conceptually identified in EXHIBIT A, herein referred to as the INTERIOR INTERIM ENTRANCE 4 MODIFICATIONS, as part of the PROJECT. Modifications to DISTRICT facilities as a part of the 5 INTERIOR INTERIM ENTRANCE MODIFICATIONS shall include such elements as parking 6 appurtenances, striping, security station,storm drain systems, electrical systems, electric car charging 7 stations, natural gas metering and distribution station, walls, gates, and security systems and fencing, 8 and utility systems on DISTRICT property; and 9 WHEREAS, additional modifications to access and circulation to and within DISTRICT 10 property shall be addressed by the PROPERTY ACQUISITION AGREEMENT; and 11 WHEREAS,AUTHORITY shall provide contract administration for all phases of the INTERIOR 12 INTERIM ENTRANCE MODIFICATIONS, while adhering to State, Federal, DISTRICT, and city 13 standards and requirements, as applicable; and 14 WHEREAS, under this Agreement, and without limitation of any other obligations of 15 AUTHORITY to DISTRICT, AUTHORITY will reimburse DISTRICT for the following actual costs of 16 DISTRICT incurred with respect to the INTERIOR INTERIM ENTRANCE MODIFICATIONS: 17 Review and approval of plans, specifications, and other pertinent engineering 16 elements, consulting services to support design and construction of INTERIOR 19 INTERIM ENTRANCE MODIFICATIONS, reports required for DISTRICT facilities 20 impacted, and for oversight inspection services related to INTERIOR INTERIM 21 ENTRANCE MODIFICATIONS; and 22 WHEREAS,AUTHORITY's Board of Directors authorized this Agreement on the day 23 of , 20_; and 24 WHEREAS, DISTRICT's Board of Directors authorized this Agreement on the day 25 of 20_ 26 Page 4 of 22 AGREEMENT NO. C-6.0979 1 NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and DISTRICT as 2 follows: 3 ARTICLE 1. COMPLETE AGREEMENT 4 A. This Agreement, including any attachments incorporated herein and made applicable by 5 reference, constitutes the complete and exclusive statement of the term(s) and conditions(s) of this 6 Agreement between AUTHORITY and DISTRICT and it supersedes all prior representations, 7 understandings, and communications. The invalidity in whole or in part of any term or condition of this 8 Agreement shall not affect the validity of other term(s) or conditions(s) of this Agreement; provided that, 9 in the event of any such invalidity, the PARTIES shall, to the extent possible, substitute for the invalid 10 provision, a valid provision that accomplishes, so far as practicable, the economic intent of the invalid 11 provision. The above referenced Recitals are true and correct and incorporated by reference herein. 12 Except as addressed or provided in this Agreement, no rights or obligations are intended to be waived or 13 limited in any way by this Agreement. 14 B. AUTHORITY& failure to insist on any instanoe(s) of DISTRICT'S performance of any 15 term(s) or condition(s) of this Agreement shall not be construed as a waiver or relinquishment of 16 AUTHORITY's right to such performance or to future performance of such term(s) or condition(s), and 17 DISTRICT's obligation in respect thereto shall continue in full force and effect. Changes to any portion of 16 this Agreement shall not be binding upon AUTHORITY except when specifically confirmed in writing by 19 an authorized representative of AUTHORITY by way of a written amendment to this Agreement and 20 issued in accordance with the provisions of this Agreement. 21 C. DISTRICT's failure to insist on any instance(s) of AUTHORITY's performance of any 22 term(s) or condition(s) of this Agreement shall not be construed as a waiver or relinquishment of 23 DISTRICT's right to such performance or to future performance of such term(s) or condition(s), and 24 AUTHORITY's obligation in respect thereto shall continue in full force and effect. Changes to any portion 25 of this Agreement shall not be binding upon DISTRICT except when specifically confirmed in writing by 26 Page 5 of 22 AGREEMENT NO. C-6-0979 1 an authorized representative of DISTRICT by way of a written amendment to this Agreement and issued 2 in accordance with the provisions of this Agreement. 3 4 ARTICLE 2. SCOPE OF AGREEMENT 5 This Agreement species the roles and responsibilities of the Parties as they pertain to the 6 subjects and projects addressed herein. Both AUTHORITY and DISTRICT agree that each will 7 cooperate and coordinate with the other in all activities covered by this Agreement and any other 8 supplemental agreements that may be hereafter executed by the PARTIES to facilitate accomplishment 9 of the purposes thereof. 10 11 ARTICLE 3. RESPONSIBILITIES OF AUTHORITY 12 AUTHORITY agrees to the following responsibilities for PROJECT which are to be performed at 13 AUTHORITY'S sole cost and expense: 14 A. To be the sponsor and funding agency to manage and administer the contract for 15 PROJECT, which includes preliminary engineering, right of way acquisition, and preparation of contract 16 documents(CONTRACT DOCUMENTS)to be used in the advertisement of a design-build RFP and for 17 the selection of a CONTRACTOR to perform full design-build activities, and other related services, 18 including improvements to DISTRICT facilities on DISTRICT property necessary as part of PROJECT. 19 B. To perform right of way acquisition and right of way certification for the PROJECT. 20 Property acquisition from DISTRICT will be performed in accordance with state and federal law. Nothing 21 in this Agreement shall waive or limit DISTRICTS rights with respect thereto. 22 C. To include within the CONTRACT DOCUMENTS, in regards to DISTRICT facilities, 23 design criteria and construction specifications which meet DISTRICT standards. 24 D. To coordinate with DISTRICT during the development of the CONTRACT 25 DOCUMENTS, and afford DISTRICT the opportunity to review and comment on the CONTRACT 26 DOCUMENTS. It is anticipated by both parties that multiple reviews will be required for District Page 6 of 22 AGREEMENT NO. C-6.0979 1 facilities prior to final approval. District shall make best efforts to review and comment to AUTHORITY, 2 within a 30-day time frame on all final design plans and other submittals related to PROJECT inclusive 3 of INTERIOR INTERIM ENTRANCE MODIFICATIONS. DISTRICT agrees to not unreasonably 4 withhold approvals of all PROJECT submittals, or information, and agrees to make commercially 5 reasonable efforts to achieve PROJECT schedule criteria. Additionally, DISTRICT agrees to provide 6 a written notice requesting a review period extension for a given PROJECT submittal review extending 7 beyond thirty(30) calendar days. 8 E. To work with DISTRICT to design and construct INTERIOR INTERIM ENTRANCE 9 MODIFICATIONS. All final design plans shall be provided to DISTRICT for review and approval. 10 F. AUTHORITY shall submit for review and approval by DISTRICT prior to construction, 11 the design of all improvements to be performed on DISTRICT Property by CONTRACTOR. Approval 12 of design elements shall not be unreasonably withheld by DISTRICT to achieve the PROJECT'S 13 delivery schedule. Detailed elements of improvements on DISTRICT Property for the INTERIOR 14 INTERIM ENTRANCE MODIFICATIONS shall substantially conform to EXHIBIT A but shall not be 15 limited to such details shown if it is demonstrated by DISTRICT that improvements are necessary for 16 DISTRICT operations as a result of PROJECT. Assuming the Parties are able to reach agreement 17 on PROJECT's final design under this Agreement, the Parties anticipate that such design will include, 16 but not be limited to, the following design elements: 19 20 1. Installation of a security access barrier to secure DISTRICT's plant during construction of 21 improvements on DISTRICT property area as approved by DISTRICT. This shall include 22 maintaining the existing secured access to DISTRICT Property until such time as a new secured access is established at Pacific Street. 23 24 2. Construction of adequate additional parking, including necessary striping, signing, etc. 25 within DISTRICT Property substantially conforming to EXHIBIT A. Parking shall be 26 Page 7 of 22 AGREEMENT NO. C-6.0979 1 established in accordance with City and DISTRICT requirements prior to the initiation 2 of construction of new driveway entrance. 3 4 3. Construction improvements in accordance with DISTRICT approved plans for a new 5 driveway entrance at Pacific Street, comprised of the following within and adjacent to 6 DISTRICT Property: 7 a. Construct entrance and roadway with standard lane width, two (2) lane ingress 8 and two (2) or three (3) lane egress, at Pacific Street extending into DISTRICT 9 property to internal DISTRICT existing circulation road in substantial conformance 10 to EXHIBIT A. Modifications may also be necessary to internal access road to 11 conform to new entrance road. The intersection at Pacific Street and Ellis Avenue 12 shall include new intersection signalization to City approved standards, including 13 vehicle detection system and measures reasonably acceptable to the DISTRICT 14 to avoid stacking or cueing at traffic peak hours. Intersection and entrance 15 improvements shall include signing, striping, signalization elements, ADA 16 compliant walkways, curb, gutter, sidewalk, drainage, utility protection and 17 relocation, with a vehicle and pedestrian remote security access system 18 acceptable to DISTRICT. 19 b. Design and construct a new guard shack at the revised entrance location with 20 amenities equivalent to the existing guard shack facility which shall meet all City 21 and DISTRICT requirements and standards. Protective glass shall be installed at 22 guard shack. 23 c. Install both temporary and permanent safety measures to safely move pedestrians 24 and vehicles through DISTRICT's site as required by DISTRICT. Maintain existing 25 utilities, irrigation systems, and operating systems during construction to keep 26 plant systems functional. Page 8 of 22 AGREEMENT NO. C-6.0979 1 d. Placement of curb, gutter, sidewalk, planter area, irrigation, planting, lighting, and 2 additional parking to facilitate new entrance access for vehicles, trucks, and 3 pedestrians. The turning radius for vehicles at the new entrance shall be designed 4 to accommodate large trucks for plant access and internal plant circulation 5 e. Placement of wrought iron fencing, block wall for permanent external barrierwhere 6 applicable to conform to existing block wall, and other additional measures as 7 required for entrance relocation, including decommissioning and removal of 8 existing entrance elements. Such plans shall be submitted for approval by 9 DISTRICT prior to construction. 10 f. Installation of a keyed electronic access system at secured entry locations for 11 vehicles and pedestrians as required by DISTRICT. Such installments may be 12 required at multiple locations within DISTRICT impacted property as approved by 13 DISTRICT. 14 g. Install intercom system at the guard shack entrance location for DISTRICT security 15 communications as required by DISTRICT. 16 h. Install drainage/sewer relocation/modifications necessary for entrance relocation 17 including sewer stub-out for future waste hauler dumping station at existing 16 Administration Building. Placement of additional manholes may be required for 19 existing pump station maintenance. All onsite systems shall conform to 20 requirements of DISTRICT and Regional Water Quality constraints. 21 i. Install an electronic public display board at the new driveway entrance. 22 j. Install power sources hookup and electrical service connections for constructed 23 roadway entrance lighting, pedestrian lighting, guard shack operations, public 24 display Board, and other electronic powered systems placed on DISTICT Property 25 as a result of the INTERIOR INTERIM ENTRANCE MODIFICATIONS, at a 26 location acceptable to DISTRICT. Page 9 of 22 AGREEMENT NO. C-6.0979 1 k. Remove and abandon existing driveway entrance and guard shack with re- 2 construction of modified curb, pedestrian access, and drainage systems, irrigation 3 and utilities at this abandoned entrance location. 4 I. Provide Traffic Management Planning and coordination with internal DISTRICT 5 operations during construction. AUTHORITY agrees to work with City to address 6 traffic impacts during construction and anticipated at PROJECT's completion to 7 facilitate acceptable access for DISTRICT. 8 in. Avoid all interruptions to DISTRICT sewage facility operations without prior 9 approval of DISTRICT. 10 n. Design and Install electric vehicle charging stations for two vehicles spaces. 11 o. Coordinate and re-establish all utility systems onsite within DISTRICT Property 12 including irrigation, sewer, electrical and water and in accordance with utility 13 relocation requirements. 14 15 G. To coordinate with DISTRICT regarding plan review times. The review times applicable 16 to the design and construction of the PROJECT as it relates to DISTRICT facilities,will be in accordance 17 with ARTICLE 3, SECTION D. AUTHORITY will hold Joint Resolution Team (JRT) meetings with 18 DISTRICT to resolve DISTRICT comments and obtain DISTRICT approvals, as applicable, 19 H. To coordinate the procurement and design and construction of the PROJECT with 20 DISTRICT, and hold regular technical meetings to brief DISTRICT on the status of the PROJECT, solicit 21 input, and provide a forum to discuss and resolve PROJECT issues which impact DISTRICT. 22 I. To comply with all requirements of the Final Environmental Impact Report/Environmental 23 Impact Statement (FEIS/FEIR) for the PROJECT, including but not limited to the preparation and 24 processing of any and all supplemental environmental documents required for the construction of the 25 PROJECT on or adjacent to DISTRICT's property and the improvements to DISTRICT's facilities related 26 to the PROJECT, including improvements to primary and secondary arterial highways that provide alternate access to DISTRICT facilities. Page 10 of 22 AGREEMENT NO. C-6.0979 1 J. If AUTHORITY encounters hazardous, archeological, paleontological, cultural, or other 2 protected materials and/or species ("HAZARDS") within any DISTRICT-owned property, AUTHORITY 3 shall notify DISTRICT and responsible control agencies of such discovery. The costs for any remediation 4 or protection of such HAZARDS shall be covered as a PROJECT cost, provided that AUTHORITY may 5 seek reimbursement from third parties in accordance with applicable State and Federal law. 6 K. To protect in place, rearrange or cause to relocate, after DISTRICT consultation and 7 concurrence, DISTRICT owned public utility facilities found to be in conflict with PROJECT. The 8 procedures for such work, the determination of cost responsibility for such work, and all other aspects of 9 such work shall be covered as between the Parties in said UTILITY AGREEMENTS. In the event no 10 such separate utility agreement is entered into between the parties related to the PROJECT, 11 AUTHORITY shall accomplish any necessary utility relocations in accordance with state and federal law 12 and nothing in this Agreement shall waive or limit any rights of DISTRICT with respect thereto. 13 L. To secure and comply with any and all other governmental and/or regulatory approvals, 14 permits and/or clearances required for the design and construction of INTERIOR INTERIM ENTRANCE 15 MODIFICATIONS included in PROJECT. 16 M. AUTHORITY shall not enter or cause utility owners to enter DISTRICT property without 17 prior approval. Notwithstanding anything herein to the contrary,Construction operations by AUTHORITY 16 within DISTRICT property shall not commence until such time as either(1) DISTRICT and AUTHORITY 19 have agreed on final plans for INTERIOR INTERIM ENTRANCE MODIFICATIONS, DISTRICT has 20 granted AUTHORITY access rights to the property, and the PROPERTY ACQUISITION AGREEMENT 21 has been executed by the PARTIES,or(2)AUTHORITY has obtained a right of possession. In the event 22 Parties fail to reach agreement on final plans for INTERIOR INTERIM ENTRANCE MODIFICATIONS 23 and/or any other issue (including the amount of compensation DISTRICT should be paid)that results in 24 DISTRICT's refusal to grant AUTHORITY access to the Property for construction of the PROJECT, 25 AUTHORITY agrees to offer the DISTRICT an opportunity to participate in a non-binding mediation over 26 any disputed items before AUTHORITY adopts a Resolution of Necessity as a precursor to filing an Page 11 of 22 AGREEMENT NO. C-6.0979 1 eminent domain action. AUTHORITY's offer to participate in such a non-binding mediation shall be made 2 in writing at least 60 days before any hearing on a Resolution of Necessity. If DISTRICT agrees to 3 mediate, such mediation shall be conducted as expeditiously as reasonably possible through JAMS or 4 such other mediation organization as the Parties mutually agree to use. If DISTRICT does not accept 5 AUTHORITY's offer to mediate within 30 days, AUTHORITY shall be free to proceed with a Resolution 6 of Necessity and eminent domain action without participating in a prior mediation. 7 N. To implement a Quality Management Plan during all phases of PROJECT to assure that 8 plans and specifications are developed by CONTRACTOR in accordance with applicable DISTRICT 9 standards, and construction is implemented in accordance with CALTRANS and DISTRICT construction 10 procedures and requirements. 11 O. To monitor all PROJECT activities to ensure compliance with the schedule, quality and 12 budget goals of PROJECT. 13 14 P. To work with DISTRICT to enter into the PROPERTY ACQUISITION AGREEMENT, 15 which shall address property rights necessary for construction of PROJECT which impact DISTRICT 16 property, including, without limitation, any permanent or temporary easements, design impacts 17 associated with property acquisition,just compensation, severance damages,the waste hauler dumping 16 station, signalization at Pack Street and signal timing coordination to allow for adequate ingress and 19 egress during peak hours,including chemical and biosolid ingress and egress, public parking and access, 20 coordination of PROJECT with relocation or replacement of DISTRICT administrative facilities (which 21 may include temporary housing of DISTRICT staff at an off site location),final design and construction of 22 the FINAL ENTRANCE MODIFICATIONS and closure of historical entrance access, and the natural gas 23 fueling station. 24 Q. To facilitate discussion between DISTRICT, local agencies, and others regarding 25 resolution of ownership, operation, and maintenance of INTERIOR INTERIM ENTRANCE 26 MODIFICATIONS. Page 12 of 22 AGREEMENT NO. C-6.0979 1 R. To require CONTRACTOR to submit to DISTRICT for review and final approval all plans, 2 spec cations, subcontracts, staging exhibit for construction site security and other pertinent engineering 3 exhibits, and PROJECT reports, that conform to EXHIBIT A, INTERIOR INTERIM ENTRANCE 4 MODIFICATIONS, prior to construction thereof. INTERIOR INTERIM ENTRANCE MODIFICATIONS 5 shall not be performed until such time as DISTRICT approves a plan that establishes a protected 6 perimeter around the work site providing adequate access control and security with respect to the general 7 public and CONTRACTOR during construction. 8 During construction, AUTHORITY shall perform all construction inspection activities. DISTRICT 9 shall have the right, but not the obligation, to perform construction oversight inspection services during 10 the construction of INTERIOR INTERIM ENTRANCE MODIFICATIONS as necessary or appropriate to 11 protection of DISTRICT interests. Such field reviews and construction oversight inspection services shall 12 be reasonably coordinated with the AUTHORITY and PROJECT requirements and shall be reimbursable 13 by AUTHORITY to DISTRICT as a PROJECT cost under this Agreement. AUTHORITY shall allow 14 DISTRICT a reasonable time period of not less than 30 days to review improvements and provide a list 15 of outstanding issues and punch list items to be addressed to DISTRICTS reasonable satisfaction prior 16 to acceptance of improvements, and in accordance with ARTICLE 3, SECTION D. 17 S. To review Transportation Management Plan (TMP) issues with DISTRICT which have 18 the potential to impact DISTRICT operations such as staging, lane closures, re-striping, detours, and 19 signalization. Modifications to streets, intersections, signals, etc., required to address traffic impacts 20 during construction will be borne as PROJECT costs. 21 T. To reimburse DISTRICT for actual costs DISTRICT incurs in order to comply with the 22 requirements of ARTICLE 4, RESPONSIBILITIES OF DISTRICT, below. 23 U. Reimbursement to DISTRICT under this Agreement is not anticipated to exceed the 24 maximum amount shown in ARTICLE 7 of this Agreement. Reimbursement to DISTRICT for 25 coordination, review of plans, specifications and reports, consultants, legal and other advisors and 26 other pertinent consultant engineering services, and other out-of-pocket costs of DISTRICT shall Page 13 of 22 AGREEMENT NO. C-6.0979 1 commence upon execution of this Agreement by both PARTIES and shall continue until the completion 2 of the PROJECT. 3 V. Unless specifically provided otherwise herein or in any amendments to this Agreement, 4 perform all work associated with the PROJECT at no cost or expense to the DISTRICT. 5 W. AUTHORITY shall provide DISTRICT with a one (1) year warranty, in a form mutually 6 acceptable to both Parties, for materials and workmanship for INTERIOR INTERIM ENTRANCE 7 MODIFICATIONS (WARRANTY). 8 9 ARTICLE 4. RESPONSIBILITIES OF DISTRICT 10 DISTRICT agrees to the following responsibilities for PROJECT: 11 A. To collaborate and cooperate with AUTHORITY during the development of the 12 CONTRACT DOCUMENTS and during the design and construction of PROJECT. 13 To review and comment to AUTHORITY, within the time frame provided, in accordance with 14 ARTICLE 3, SECTION D, on all final design plans and other submittals related to PROJECT inclusive of 15 INTERIOR INTERIM ENTRANCE MODIFICATIONS. DISTRICT agrees to not unreasonably withhold 16 approvals of all PROJECT submittals, or information, and agrees to make commercially reasonable 17 efforts to achieve PROJECT schedule criteria. 18 B. To make available to AUTHORITY all necessary DISTRICT regulations, policies, 19 procedures, design guidelines, manuals, standard plans, and standard specifications required for the 20 construction of those portions of the PROJECT located on DISTRICT property when requested by 21 AUTHORITY. 22 C. To attend and participate in the PROJECT's regular technical meetings for AUTHORITY 23 to brief DISTRICT on the status of PROJECT, and to provide a forum to discuss and to resolve 24 DISTRICT's concerns and issues. 25 26 Page 14 of 22 AGREEMENT NO. C-6.0979 1 D. To make commercially reasonable efforts to coordinate and cooperate with AUTHORITY, 2 its agents, and contractors, to meet or exceed design-build schedule criteria as previously identified by 3 AUTHORITY and agreed to by DISTRICT, subject to extension thereof for force majeure events. 4 E. Upon award of design-build CONTRACT by AUTHORITY, to work with CONTRACTOR, 5 to provide access to obtain necessary information to develop design inclusive of data collection and 6 survey information; provided any such entry shall be subject to customary requirements concerning 7 notice, repair, lien protection, indemnity and insurance. 8 F. To provide construction oversight inspection services to provide input during the 9 construction of INTERIOR INTERIM ENTRANCE MODIFICATIONS to protect DISTRICT interests, as 10 provided above. Such field reviews and construction oversight inspection services shall be reasonably 11 coordinated with the AUTHORITY and PROJECT requirements and shall be reimbursable to 12 DISTRICT under this Agreement as provided above. AUTHORITY shall allow DISTRICT a reasonable 13 time period, in accordance with ARTICLE 3, SECTION D, to review improvements and provide a list of 14 outstanding issues or punch list items to be addressed to DISTRICT's reasonable satisfaction prior to 15 acceptance of improvements. 16 G. Subject to the WARRANTY,to accept operation and maintenance of INTERIOR INTERIM 17 ENTRANCE MODIFICATIONS, or portion thereof, upon satisfaction of the requirements of this 18 Agreement. DISTRICT will be allotted opportunity to review completed work and provide a punch-list of 19 tasks which must be completed prior to DISTRICT final acceptance as provided above. DISTRICT's 20 acceptance of INTERIOR INTERIM ENTRANCE MODIFICATIONS shall not be unreasonably withheld 21 or delayed by DISTRICT. 22 H. To submit monthly invoices to AUTHORITY for work completed and actual costs incurred 23 by DISTRICT within the scope of this Agreement, pursuant to ARTICLE 5. REQUEST FOR 24 REIMBURSEMENT. DISTRICT shall submit final invoice no later than ninety(90)days after DISTRICT'S 25 acceptance of INTERIOR INTERIM ENTRANCE MODIFICATIONS. Any costs in excess of the amounts 26 Page 15 of 22 AGREEMENT NO. C-6.0979 1 specified herein shall not be incurred without a written amendment to this Agreement, signed by both 2 PARTIES. 3 4 ARTICLE 5. REQUEST FOR REIMBURSEMENT 5 A. DISTRICT shall prepare and submit to AUTHORITY a monthly invoice for 6 reimbursement together with supporting documentation. DISTRICT's invoice shall include allowable 7 PROJECT costs incurred and paid for by DISTRICT. The invoice submitted by DISTRICT shall be 8 signed by an authorized agent who can duly certify the accuracy of the included information to his 9 knowledge. 10 B. The invoice shall be submitted on DISTRICT's letterhead. 11 C. The invoice shall be submitted by DISTRICT, in duplicate, to AUTHORITY's Accounts 12 Payable Office. Each invoice shall include the following information: 13 1. Agreement Number C-6-0979 14 2. The amount of funds to be reimbursed, including support documentation for all 15 expenses invoiced. 16 3. Reasonable detail describing all work completed or tasks performed. 17 4. Such other information as reasonably requested by AUTHORITY. 16 D. Consult with AUTHORITY's Project Manager for questions regarding non-reimbursable 19 expenses. 20 E. Except as otherwise approved in writing by AUTHORITY,total payments shall not exceed 21 the Maximum Obligation specified in ARTICLE 7. 22 23 ARTICLE 6. DELEGATED AUTHORITY 24 The actions required to be taken by DISTRICT in the implementation of this Agreement are 25 delegated to its General Manager, or designee, and the actions required to be taken by AUTHORITY in 26 Page 16 of 22 AGREEMENT NO. C-6.0979 1 the implementation of this Agreement are delegated to AUTHORITY's Chief Executive Officer, or 2 designee. 3 4 ARTICLE 7. MAXIMUM OBLIGATION 5 Notwithstanding any provisions of this Agreement to the contrary, AUTHORITY and DISTRICT 6 mutually agree that AUTHORITY's estimated cumulative payment obligation hereunder for the 7 performance by DISTRICT of its obligations hereunder is not contemplated to exceed Four Hundred 8 Seventy Thousand Dollars($470,000)unless agreed to and amended by both Parties. Upon termination 9 of any further right of DISTRICT to receive reimbursement of its costs, DISTRICT shall be excused from 10 any further obligations or responsibilities under this Agreement and DISTRICT shall not be obligated to 11 continue with the performance of any tasks or responsibilities for which it will not be reimbursed. 12 13 ARTICLE 8. AUDIT AND INSPECTION 14 AUTHORITY and DISTRICT shall maintain a complete set of records in accordance with 15 generally accepted accounting principles. Upon reasonable notice, DISTRICT shall permit the authorized 16 representatives of the AUTHORITY to inspect and audit all work,materials, payroll, books, accounts,and 17 other data and records of DISTRICT relating to any reimbursement received by DISTRICT with respect 16 to the PROJECT for a period of four(4)years after final payment,or until any on-going audit is completed. 19 For purposes of audit, the date of completion of this Agreement shall be the date of AUTHORITY's 20 payment of DISTRICT's final billing (so noted on the invoice) under this Agreement. AUTHORITY shall 21 have the right, at its expense,to reproduce any such books, records, and accounts.The above provision 22 with respect to audits shall extend to and/or be included in contracts with DISTRICT's contractor or 23 consultant. 24 ARTICLE 9. INDEMNIFICATION AND INSURANCE 25 A. To the fullest extent permitted by law, DISTRICT shall defend (at DISTRICT's sole cost 26 and expense with legal counsel reasonably acceptable to AUTHORITY), indemnify, protect, and hold Page 17 of 22 AGREEMENT NO. C-6-0979 1 harmless AUTHORITY, Its officers, directors, employees, and agents (collectively the "Indemnified 2 Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, 3 judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses 4 including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising 5 from injuries to or death of persons(DISTRICT's employees included),for damage to property, including 6 property owned by AUTHORITY, or from any violation of any federal, state, or local law or ordinance, 7 alleged to be caused by the negligent acts,omissions(where there was a duty to act)or willful misconduct 8 of DISTRICT, its officers, directors, employees or agents in connection with or arising out of the 9 performance of this Agreement. 10 B. To the fullest extent permitted by law, AUTHORITY shall defend (at AUTHORITY's sole 11 cost and expense with legal counsel reasonably acceptable to DISTRICT), indemnify, protect, and hold 12 harmless DISTRICT, its officers,directors,employees,and agents(collectively the"Indemnified Parties"), 13 from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, 14 arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal 15 costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to 16 or death of persons (AUTHORITY's employees included), for damage to property, including property 17 owned by DISTRICT, or from any violation of any federal, state, or local law or ordinance, alleged to be 18 caused by the negligent acts, omissions (where there was a duty to act) or willful misconduct of 19 AUTHORITY, its officers, directors, employees or agents in connection with or arising out of the 20 performance of this Agreement.or arising from any construction or construction related activity performed 21 on DISTRICT property by AUTHORITY or any third parties acting under AUTHORITY's direction, control 22 or authority. AUTHORITY and any other third parties entering upon DISTRICT property in connection 23 with the PROJECT must provide DISTRICT with evidence of insurance in accordance with the PROJECT 24 Request for Proposal Addendum 8 prior to any entry onto DISTRICT property, including evidence of all 25 workers' compensation insurance required by law and commercial general liability insurance naming 26 DISTRICT as an additional insured. Page 18 of 22 AGREEMENT NO. C-6.0979 1 C. The indemnification and defense obligations of this Agreement shall survive its expiration 2 or termination with respect to indemnity obligations that have accrued as of the date of such termination. 3 4 ARTICLE 10. ADDITIONAL PROVISIONS 5 A. Tenn of Agreement: The term of this Agreement shall be in full force and effect through 6 April 30, 2024. 7 B. Termination: In the event either Party defaults in the performance of their obligations under 8 this Agreement or breaches any of the provisions ofthis Agreement,the non-defaulting Party shall provide 9 the Party in default with written notice of such default, and, if such default is not cured within 30 days after 10 receipt of such notice, the Party not in default shall have the option to terminate this Agreement upon 11 written notice to the other Party. 12 C. Compliance with All Laws: AUTHORITY and DISTRICT shall comply with all applicable 13 federal, state, and local laws, statues, ordinances and regulations of any governmental authority having 14 jurisdiction over the PROJECT in connection with their actions under this Agreement. 15 D. Legal Authority: AUTHORITY and DISTRICT hereto warrant that the persons executing 16 this Agreement are authorized to execute this Agreement on behalf of said PARTIES and that by so 17 executing this Agreement, the PARTIES hereto are formally bound to the provisions of this Agreement. 16 E. Severabilitv: If any term, provision, covenant or condition of this Agreement is held to be 19 invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the 20 remainder of this Agreement shall not be affected thereby, and each term, provision, covenant or 21 condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 22 F. Counterparts of Agreement: This Agreement may be executed and delivered in any 23 number of counterparts, each of which,when executed and delivered shall be deemed an original and all 24 of which together shall constitute the same agreement. Facsimile or electronic signatures will be 25 permitted and will be binding upon the PARTIES in the same manner as original signatures. 26 G. Force Maieure: Either Party shall be excused from performing its obligations under this Page 19 of 22 AGREEMENT NO. C-6.0979 1 Agreement (other than any financial or payment obligations) during the time and to the extent that it is 2 prevented from performing those obligations by an unforeseeable cause beyond its control, including but 3 not limited to; any incidence of fire, flood; acts of God; commandeering of material, products, plants or 4 facilities by the federal, state or local government; national fuel shortage; or a material act or omission by 5 the other Party in violation of this Agreement; when satisfactory evidence of such cause is presented to 6 the other Party,and provided further that such nonperformance is unforeseeable, beyond the control and 7 is not due to the fault or negligence of the Party not performing. 8 H. Assignment: Neither this Agreement, nor any of the PARTIES'rights, obligations, duties, 9 or authority hereunder may be assigned in whole or in part by either Party without the prior written consent 10 of the other Party in its sole and absolute discretion. Any such attempt of assignment shall be deemed 11 void and of no force and effect. Consent to one assignment shall not be deemed consent to any 12 subsequent assignment, nor the waiver of the right to consent to such subsequent assignment. 13 I. Governing Law: The laws of the State of California and applicable local and federal laws, 14 regulations and guidelines shall govern this Agreement. 15 J. Litigation fees: In the event that either Party to this Agreement shall commence any legal 16 or equitable action to enforce or interpret this Agreement, the prevailing party in such action shall be 17 enticed to recover its costs of suit, including reasonable costs and attomeys'fees as determined by the 16 court. 19 K. Notices: Any notices, requests,or demands made between the PARTIES pursuant to this 20 Agreement are to be directed as follows: 21 22 23 24 25 26 Page 20 of 22 AGREEMENT NO. C-6-0979 1 To DISTRICT To AUTHORITY: 2 Orange County Sanitation District Orange County Transportation Authority 3 10844 Ellis Ave. 550 South Main Street 4 Fountain Valley, CA 92708 P. O. Box 14184 5 Orange, CA 92863-1584 6 Attention: Mr. Rob Thompson Attention: Ms. Reem Hashem 7 Director of Engineering Principal Contract Administrator 8 Tel: (714)593-7310 Tel: (714) 560-5446 9 E-mail:rthom son ocsd.com E-mail.,rhashem octa.net 10 11 This Agreement shall be made effective upon execution by both Parties. 12 a 13 14 15 16 17 18 19 20 21 22 23 24 25 26 Page 21 of 22 AGREEMENT NO. C-6.0979 1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement No. C-6-0979 to be 2 executed on the date first written above. 3 ORANGE COUNTY SANITATION DISTRICT ORANGE COUNTY TRANSPORTATION 4 AUTHORITY 5 6 By: By: John Nielsen Darrell Johnson 7 Board Chairman Chief Executive Officer 8 ATTEST: APPROVED AS TO FORM: 9 10 By: By 11 Kelly A. Lore Rick Rayl Clerk of the Board Special Counsel, Nossaman, LLC 12 13 APPROVED AS TO FORM APPROVAL RECOMMENDED: 14 15 By: By: 16 Dennis S. Roy Jim Bell, P.E. Special Counsel, Liner LLP Executive Director, Capital Programs 17 18 Dated: Dated: 19 20 21 22 23 24 25 26 Page 22 of 22 OCSD ADMINISTRATION BUILDING: EXHIBIT A — INTERIOR INITIAL o PROPOSED BUS STOP 80 - - PROPOSED BUS PAD 25.7 _ PROPOSED MANHOLE TO TIE INTO EXISTING SEWE APPROXIMATE LOCATIOF)= TO BE—FIEbB—V€RIF �T TJ DENSE TREES 7.8 €XISTING PROPOSED J 6 STALL SECURITY WALL EXISTING SECURITY WALL 0'✓ P _ 5 STALLS 1 STALL SECURITY WALL m l �EDMANHOLE 27.4 TRAILER J LIFT STATION .280 SQ. T. S v STUB OUT FOR 2,348 SQ. FT. 3 STALLS FUTURE WASTE HAULER WROUGHT IRON FENCE PUBLIC DISPLAY PROPOSED LIFT BOARD PADDLE GATE N E T FADMINISTRATIONBUTLDING% PROPOSED PEDESTRIAN ACCESS GATE HUMAN 40,800 SQ. FT. / � � 1 STALL RESOURCES PROPOSED INTERCOM/ N VIDEO CHECK-IN/ , _ 9� . I I 4,280 SQ. FT. of foB is GATE o-accEss CN _ I EA R P PROPOSED SPCEQT, " =, 6 T L S EL BU PS co S 8 5 �� O 5 PROPOSED SECURITY J�P 6 STALLS 2 STALLS STATION 6 PROPOSED SECURITY I' �� 5Q� F. �y PROPOSED TEMPORARY WALL SF,J PARKING 5 440 PROPOSED ELECTRIC a°` Q0 VEHICLE CHARGING PARKING TYPE TOTAL REQUIRED FSTATIONS PROTE 14 STALLS _ W HANDICAP PARKING STALL 5 5 2 STALLS - PROPOSED ACCESS GATE 28 5 TOTAL PARKING STALLS 127 119 PaoE FT 63' LcaE ; LEGEND EXISTING IMPROVEMENTS 12 STALLS ST PLL 777777777 EXISTING BUILDING WALL q [{ p LLS Opt?R JjjjjF--] EXISTING PARKING NOT IMPACTED h`fl+ 14 STALLS Q 15 55jP PROPOP�N VIEW O PRO ADACCEPOSED IOURBARKING PROPOSED EDGE OF PAVEMENT GRAPHIC $GALE PROPOSED PARKING STRIPING 90' 50 0 25 m im 10 STALLS SPEEO BUMP '� PROPOSED TRAFFIC CIRCULATION - PROPOSED WROUGHT IRON FENCE G 70NE R P SEO 1 inch- 50 It, PROPOSED SECURITY FENCE LOADIN L7 -- PROPOSED STORM DRAIN ALIGNMENT BOARD OF DIRECTORS Meeting Date TOBE.Or Dk. -- 08/24/16 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 2016 GENERAL MANAGER'S RECOMMENDATION Receive and file the report of the Investment Transactions for the month of July 2016. 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, 2016. RELEVANT STANDARDS • CA Government Code Section 53607 PRIOR COMMITTEE/BOARD ACTIONS N/A FINANCIAL CONSIDERATIONS N/A ATTACHMENT The following attechment(s)are included in hard copy and may also be viewed on-line at the OCSD website (mm w.ocsd.com) with the complete agenda package: • Report of the Investment Transactions for the month ended July 31, 2016 Page 1 of 1 C." Orange County Sanitation District Consolidated Transaction Ledger Account#10283 6/30/16 Thru 7/31/16 Transaction Settlement Acq/Disp Interest ,Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount GainfLoss ACQUISITIONS Purchase 07/02/2016 261908107 74,400.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 74,400.00 0.00 74,400.00 0.00 Purchase 07/05/2016 261908107 1,888.62 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 1,888.62 0.00 1,888.62 0.00 Purchase 07/05/2016 261908107 1,295.24 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 1,295.24 0.00 1,295.24 0.00 Purchase 07/08Q016 261908107 12,679.63 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 12,679.63 0.00 12,679.63 0.00 Purchase 07/09/2016 261908107 55,000.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 55,000.00 0.00 55,000.00 0.00 Purchase 07/12/2016 261908107 18,750.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 18,750.00 0.00 18,750.00 0.00 Purchase 07/12/2016 261908107 7,500.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 7,500.00 0.00 7,500.00 0.00 Purchase 07/12/2016 261908107 2,400,000.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 2,400,000.00 0.00 2,400,000.00 0.00 Purchase 07/13/2016 261908107 9,400,000.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 9,400,000.00 0.00 9,400,000.00 0.00 Purchase 07/14/2016 261908107 43,750.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 43,750.00 0.00 43,750.00 0.00 Purchase 07/14/2016 261908107 46,100,000.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 46,100,000.00 0.00 46,100,000.00 0.00 Purchase 07/14/2016 313384C98 10,000,000.00 FHLB Discount Note 99.966 0.31 % 9,996,641.70 0.00 9,996,641.70 0.00 0.31%Due 8/22/2016 Purchase 07/14/2016 912796JC4 35,000,000.00 US Treasury Bill 99.989 0.28% 34,996,263.75 0.00 34,996,263.75 0.00 0.27%Due 7/28/2016 Purchase 07/15/2016 261908107 6,661.76 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 6,561.76 0.00 6,561.76 0.00 Purchase 07/15/2016 261908107 9,375.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 9,376.00 0.00 9,375.00 0.00 Purchase 07/15/2016 261908107 3,000,000.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 3,000,000.00 0.00 3,000,000.00 0.00 Purchase 07/15/2016 261908107 2,005.83 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 2,006.83 0.00 2,005.83 0.00 Purchase 07/15/2016 261908107 22.37 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 22.37 0.00 22.37 0.00 Purchase 07/15/2016 261908107 218,830.98 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 218,830.98 0.00 218,830.98 0.00 Purchase 07/15/2016 261908107 251,817.74 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 251,817.74 0.00 251,817.74 0.00 Purchase 07/15/2016 261908107 196,692.26 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 196,692.26 0.00 196,692.26 0.00 Purchase 07/15/2016 261908107 3,355.33 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 3,355.33 0.00 3,355.33 0.00 Purchase 07/15/2016 261908107 2,104.17 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 2,1D4.17 0.00 2,1D4.17 0.00 Purchase 07/15/2016 261908107 2,096.58 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 2,096.58 0.00 2,096.58 0.00 Purchase 07/15/2016 261908107 2,742.67 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 2,742.67 0.00 2,742.67 0.00 Purchase 07/16/2016 261908107 24,375.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 24,375.00 0.00 24,375.00 0.00 Purchase 07/17/2016 261908107 12,000.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 12,000.00 0.00 12,000.00 0.00 Purchase 07/18Q016 261908107 17,850.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 17,850.00 0.00 17,850.00 0.00 Purchase 07/18Q016 261908107 2,158.88 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 2,158.88 0.00 2,158.88 0.00 Chantller Asset Management-CONFIDENTIAL Execution Time:814a01610:36:33 AM C." Orange County Sanitation District Consolidated Transaction Ledger Account#10283 6/30/16 Thru 7/31/16 Transaction Settlement Acq/Disp Interest Type Data CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount GainfLoss ACQUISITIONS Purchase 07/18/2016 261908107 121,482.65 Dreyfus Trey/Agcy Cash Management 521 1.000 0.21 % 121,482.65 0.00 121,482.65 0.00 Purchase 07/18/2016 261908107 1,075.19 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 1,075.19 0.00 1,075.19 0.00 Purchase 07/19/2016 261908107 3,350,000.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 3,350,000.00 0.00 3,350,000.00 0.00 Purchase 07/20/2016 261908107 1,000,000.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 1,000,000.00 0.00 1,000,000.00 0.00 Purchase 07/20/2016 261908107 6,250.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 6,250.00 0.00 6,250.00 0.00 Purchase 07/20/2016 261908107 260.07 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 260.07 0.00 260.07 0.00 Purchase 07/20/2016 261908107 307.72 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 307.72 0.00 307.72 0.00 Purchase 07/20/2016 261908107 689.48 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 589.48 0.00 589.48 0.00 Purchase 07/20/2016 261908107 75.60 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 75.60 0.00 75.60 0.00 Purchase 07/20/2016 261908107 1,470.77 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 1,470.77 0.00 1,470.77 0.00 Purchase 07/21/2016 261908107 284,363.64 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 284,363.64 0.00 284,363.64 0.00 Purchase 07/21/2016 912796JC4 9,000,000.00 US Treasury Bill 99.995 0.25% 8,999,576.50 0.00 8,999,576.50 0.00 0.242%Due 7128/2016 Purchase 07/22/2016 261908107 65,000.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 65,000.00 0.00 65,000.00 0.00 Purchase 07/22/2016 261908107 19,500.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 19,500.00 0.00 19,500.00 0.00 Purchase 07/22/2016 261908107 11,000,000.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 11,000,000.00 0.00 11,000,000.00 0.00 Purchase 07/22/2016 3135881-37 10,000,000.00 FNMA Discount Note 99.918 0.33% 9,991,841.67 0.00 9,991,841.67 0.00 0.33%Due 1 011 9/2 01 6 Purchase 07/23/2016 261908107 22,500.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 22,500.00 0.00 22,500.00 0.00 Purchase 07/25/2016 261908107 144.93 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 144.93 0.00 144.93 0.00 Purchase 07/25/2016 261908107 2,521.19 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 2,521.19 0.00 2,521.19 0.00 Purchase 07/25/2016 261908107 4,987.29 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 4,967.29 0.00 4,987.29 0.00 Purchase 07/25/2016 261908107 1,673.26 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 1,673.26 0.00 1,673.26 0.00 Purchase 07/25/2016 261908107 698.65 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 698.65 0.00 698.65 0.00 Purchase 07/25/2016 261908107 19,07al Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 19,077.81 0.00 19,077.81 0.00 Purchase 07/25/2016 261908107 10,191.58 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 10,191.58 0.00 10,191.58 0.00 Purchase 07/25/2016 261908107 3,188.25 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 3,188.25 0.00 3,188.25 0.00 Purchase 07/25/2016 261908107 4,671.87 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 4,671.87 0.00 4,671.87 0.00 Purchase 07/25/2016 261908107 56.48 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 56.48 0.00 56.48 0.00 Purchase 07/25/2016 261908107 15,776.95 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 15,776.95 0.00 15,776.95 0.00 Purchase 07/25/2016 261908107 1.019.52 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 1,019.52 0.00 1,019.52 0.00 Chandler Asset Management-CONFIDENTIAL Execution Time:814a01610:36:33 MA C." Orange County Sanitation District Consolidated Transaction Ledger Account#10283 6/30/16 Thru 7/31/16 Transaction Settlement Acq/Disp Interest ,Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount Gain/Loss ACQUISITIONS Purchase 07/25/2016 261908107 1,068.21 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 1,068.21 0.00 1,068.21 0.00 Purchase 07/25/2016 261908107 10,299.29 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 10,299.29 0.00 10,299.29 0.00 Purchase 07/25/2016 261908107 1,286.45 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 1,286.45 0.00 1,286.45 0.00 Purchase 07/25Q016 261908107 1,967.41 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 1,967.41 0.00 1,967.41 0.00 Purchase 07/25Q016 313384G78 4,600,000.00 FHLB Discount Note 99.947 0.33% 4,597,554.32 0.00 4,597,554.32 0.00 0.33%Due 9/21/2016 Purchase 07/25/2016 3135GDCM3 775,000.00 FNMA Note 100.143 0.43% 776,108.25 3,148.44 779,256.69 0.00 1.25%Due 9/28/2016 Purchase 07/26/2016 458140AH3 1,000,000.00 Intel Corp Note 100.247 0.58% 1,002,470.00 6,229.17 1,008,699.17 0.00 1.95%Due 1011/2016 Purchase 07/26/2016 4581XOCS5 3,500,000.00 Inter-American Dev Bank Note 102.583 1.30% 3,590,406.00 23,880.21 3,614,285.21 0.00 1 B75%Due 3115/2021 Purchase 07/26/2016 532457BB3 1,000,000.00 Eli Lilly 8 Co Note 102.793 0.79% 1,027,930.00 18,922.22 1,046,852.22 0.00 5.2%Due 3/1 512 01 7 Purchase 07/26/2016 713448CL0 1,000,000.00 Pepsico Inc.Note 100.105 0.77% 1,001,050.00 4,063.89 1,005,113.89 0.00 0.95%Due 2122/2017 Purchase 07/27/2016 261908107 12,500.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 12,500.00 0.00 12,500.00 0.00 Purchase 07/27/2016 261908107 800,000.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 800,000.00 0.00 800,000.00 0.00 Purchase 07/27/2016 261908107 6,884.44 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 6,884.44 0.00 6,884.44 0.00 Purchase 07/27/2016 47788NAM 2,980,000.00 John Deere Owner Trust 2016-B A2 99.994 1.10% 2,979,818.22 0.00 2,979,818.22 0.00 1.09%Due 2/15/2019 Purchase 07/28/2016 261908107 50,800,000.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 50,800,000.00 0.00 50,800,000.00 0.00 Purchase 07/28/2016 261908107 77,000.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 77,000.00 0.00 77,000.00 0.00 Purchase 07/28/2016 261908107 11,500.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 11,500.00 0.00 11,500.00 0.00 Purchase 07/29/2016 261908107 10,197,000.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 10,197,000.00 0.00 10,197,000.00 0.00 Purchase 07/31/2016 261908107 174,062.50 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 174,062.50 0.00 174,062.50 0.00 Subtotal 218,752,703.26 218,857,362.67 56,243.93 218,913,606.60 0.00 Security 07/31/2016 912828WUO 42,952.00 US Treasury Inflation Index Note 100.000 42,952.00 2.33 42,954.33 0.00 Contribution 0.125%Due 7/15/2024 Subtotal 42,952.00 42,952.00 2.33 42,954.33 0.00 TOTAL ACQUISITIONS 218,795,655.26 218,900,314.67 56,246.26 218,956,560.93 0.00 Chandler Aeset Management-CONFIDENTIAL Execution Time:M4a01610:36:33 AM C." Orange County Sanitation District Consolidated Transaction Ledger Account#10283 6/30/16 Thru 7/31/16 Transaction Settlement Acq/Disp Interest Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount GainfLoss DISPOSITIONS Sale 07/14/2016 261908107 44,992,905.45 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 44,992,905.45 0.00 44,992,905.45 0.00 Sale 07/21/2016 261908107 8,999,576.50 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 8,999,576.50 0.00 8,999,576.50 0.00 Sale 07/22/2016 261908107 9,991,841.67 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 9,991,841.67 0.00 9,991,841.67 0.00 Sale 07/25/2016 261908107 779,256.69 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 779,256.69 0.00 779,256.69 0.00 Sale 07/25/2016 261908107 4,597,554.32 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 4,597,554.32 0.00 4,597,554.32 0.00 Sale 07/26/2016 261908107 3,060,665.28 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 3,060,665.28 0.00 3,060,665.28 0.00 Sale 07/26/2016 261908107 106,575.30 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 106,575.30 0.00 105,575.30 0.00 Sale 07/26/2016 912828064 3,500,000.00 US Treasury Note 100.019 0.30% 3,500,671.87 7,038.D4 3,507,709.91 705.96 0.5%Due 8/31/2016 Sale 07/27/2016 261908107 2,979,818.22 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.21 % 2,979,818.22 0.00 2,979,818.22 0.00 Subtotal 79,008,193.43 79,008,865.30 7,038.04 79,015,903.34 705.96 Paydown 07/08/2016 62888UAA8 12,355.47 NCUA Guaranteed Note CM02010-R2Due 100.000 12,355.47 324.16 12,679.63 000 11/6/2017 Paydown 07/15/2016 161571GC2 0.00 Chase CHAIT Pool#2013-A8 100.000 0.00 2,104.17 2,104.17 0.00 1.01%Due 10/15/2018 Paydown 07/15/2016 3133TCE95 1,867.05 FHLMC FSPC E3 A 100.000 1,867.05 138.78 2,005.83 0.00 2.892%Due 8/15/2032 Paydown 07/15/2016 31348SWZ3 17.12 FHLMC FH 786064 100.000 17.12 5.25 22.37 0.00 2.262%Due 1/112028 Paydown 07/15/2016 438140AC2 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 07/15/2016 477877AD6 215,604.88 John Deere Owner Twat 2014-B A3 100.000 215,604.88 3,226.10 218,830.98 0.00 1.07%Due 11/15/2018 Paydown 07/15/2016 47788MAC4 0.00 John Deere Owner Tmst 2016-A A3 100.000 0.00 2,742.67 2,742.67 0.00 1.36%Due 4/15/2020 Paydown 07/15/2016 89231 MAC9 250,818.70 Toyota Auto Receivables Owner 2014-A 100.000 250,818.70 999.04 251,817.74 0.00 0.67%Due 1 211 5/2 01 7 Paydown 07/15/2016 89231TAB6 195,426.39 Toyota Auto Receivables Owner 2015-C 100.000 195,426.39 1,265.87 196,692.26 0.00 0.92%Due V15/2018 Paydown 07/15/2016 89236WAC2 0.00 Toyota Auto Receivables Owner 2015-A 100.000 0.00 3,355.33 3,355.33 0.00 1.12%Due 2/15/2019 Paydown 07/18/2016 3837H4NX9 1,044.90 GNMA PooI#2000-9 100.000 1,044.90 30.29 1,075.19 0.00 9.5%Due 2 16/2030 Paydown 07/18/2016 43814GAC4 120,728.78 Honda Auto Receivables 2014-2 A3 100.000 120,728.78 753.87 121,482.65 0.00 0.77%Due 3/19/2018 Chandler Asset Management-CONFIDENTIAL Execution Time:814a01610:36:33 AM C." Orange County Sanitation District Consolidated Transaction Ledger Account#10283 6/30/16 Thru 7/31/16 Transaction Settlement Acq/Disp Interest Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount Gain/Loss DISPOSITIONS Paytlown 07/18/2016 43814NAB1 0.00 Honda Auto Receivables 2016-1 A2 100.000 0.00 2,158.88 2,158.88 000 1 01%Due 6/18/2018 Paytlown 07/20/2016 36225CAZ9 215.30 GNMA Poo1#G280023 100.000 215.30 44.77 260.07 0.00 2.816%Due 12/20/2026 Paytlown 07/20/2016 36225CC20 255.77 GNMA Poo1#G2 80088 100.000 255.77 51.95 307.72 0.00 2.817%Due 6/20/2027 Paytlown 07/20/2016 36225CN28 461.15 GNMA Poo1#G2 80408 100.000 461.15 128.33 589.48 0.00 2.691%Due 5/20/2030 Paytlown 07/20/2016 36225CNM4 59.34 GNMA Peo1#G280395 100.000 59.34 16.26 75.60 0.00 2.877%Due 4/202030 Paytlown 07/202016 W225DCBS 1,323.16 GNMA Pool#G280965 100.000 1,323.16 147.61 1,470.77 0.00 2.31%Due 7/20/2034 Paytlown 07/212016 43813JAC9 283,348.32 Honda Auto Receivables 2014-1 A3 100.000 283,348.32 1,015.32 284,363.64 0.00 0.67%Due 11121/2 01 7 Paytlown 0725/2016 03215PFN4 0.00 AMRESCO Residential Securities 1999-1 100.000 0.00 144.93 144.93 0.00 ADue 6/25/2029 Paytlown 07/252016 31371NUC7 2,412.68 FNMA FN 257179 100.000 2,412.68 108.51 2,521.19 0.00 4.5%Due 4/1/2028 Paytlown 07/252016 31376KT22 4,157.28 FNMA FN 357969 100.000 4,157.28 830.01 4,987.29 0.00 5%Due 9/12035 Paytlown 0725/2016 31381 PDA3 643.09 FNMA FN 466397 100.000 643.09 1,030.17 1,673.26 0.00 3.4%Due 11/1/2020 Paytlown 07/252016 3138EG6F6 616.04 FNMA FN AL0869 100.000 616.04 82.61 698.65 0.00 4.5%Due 6/1/2029 Paytlown 07/252016 313MJY35 13,351.65 FHLMC FSPC T-582A 100.000 13,351.65 5,726.16 19,077.81 0.00 6.5%Due 9252043 Paytlown 0725/2016 31397QRED 9,818.63 FNMA FNR 2011-3 FA 100.000 9,818.63 372.95 10,191.58 0.00 0.832%Due 2/252041 Paytlown 07/252016 31398VJ98 0.00 FHLMC FHMS K006 A2 100.000 0.00 3,188.25 3,188.25 0.00 4.251%Due 1/252020 Paytlown 07/252016 31403DJZ3 3,860.32 FNMA Po01#745580 100.000 3,860.32 811.55 4,671.87 0.00 5%Due 6/12036 Paytlown 0725/2016 31403GXF4 31.75 FNMA Pool#FN 748678 100.000 31.75 24.73 56.48 0.00 5%Due 10/1/2033 Paytlown 07/252016 31406PQY8 14,313.18 FNMA Po01#FN 815971 100.000 14,313.18 1,463.77 15,776.95 0.00 5%Due 3/12035 Paytlown 07/252016 31406XN/75 629.72 FNMA Po01#FN 823358 100.000 629.72 389.80 1,019.52 0.00 2.875%Due 2/1/2035 Paytlown 0725/2016 31407BXH7 916.72 FNMA Pool#FN 826080 100.000 916.72 151.49 1,WS.21 0.00 5%Due 7/1/2035 chandler Asset Management-CONFIDENTIAL Execution Time:6/4201610:36:33 AM C." Orange County Sanitation District Consolidated Transaction Ledger Account#10283 6/30/16 Thing 7/31/16 Transaction Settlement Acq/Disp Interest Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount Gain/Loss DISPOSITIONS Paytlown 07/25/2016 31410F4V4 8,676.43 FNMA Pool#FN 888336 100.000 8,676.43 1,622.86 10,299.29 0.00 5%Due 7/t/2036 Paytlown 07/25/2016 31417YAY3 1,158.01 FNMA Pool#FN MA0022 100.000 1,158.01 128.44 1,286.45 0.00 4.5%Due 4/l/2029 Paytlown 07/25/2016 78445JAA5 1,753.36 SLMA 200&9 ADue 4/25/2023 100.000 1,753.36 214.05 1,967.41 0.00 Paytlown 07/27/2016 31396X305 6,853.39 FNMA FNR 2007-114 A6Due 10/27/2037 100.000 6,853.39 31.05 6,884.44 0.00 Subtotal 1,152,718.58 1,152,718.58 36,926.56 1,189,"5.14 0.00 Maturity, 07/12r2016 313384ZG7 1,400,000.00 FHLB Discount Note 100.000 1,400,000.00 0.00 1,400,000.00 0.00 0.36%Due 7/12/2016 Maturity 07/1212016 36962G6Z2 1,000,000.00 General Electric Capital Corp Note 100.000 1,000,000.00 0.00 1,000,000.00 0.00 1.5%Due 7/1 Z2016 Maturity 07/13/2016 313384ZH5 4,400,000.00 FHLB Discount Note 100.000 4,400,000.00 0.00 4,400,000.00 0.00 0.318%Due 7/13/2016 Maturity 07/13/2016 459516ZH6 5,000,000.00 International Finance Corp Discount Note 100.000 5,000,000.00 0.00 5,000,000.00 0.00 0.38%Due 7/13/2016 Maturity, 07/14/2016 912796JB6 46,100,000.00 US Treasury Bill 100.000 46,100,000.00 0.00 46,100,000.00 0.00 0.205%Due 7/14/2016 Maturity, 07/15/2016 912828VL1 3,000,000.00 US Treasury Note 100.000 3,000,000.00 0.00 3,000,000.00 0.00 0.625%Due 7/15/2016 Maturity, 07/19/2016 313588ZP3 3,350,000.00 FNMA Discount Note 100.000 3,350,000.00 0.00 3,350,000.00 0.00 0.265%Due 7/19/2016 Maturity, 07/20/2016 94974BFL9 1,000,000.00 Wells Fargo Corp Note 100.000 1,000,000.00 0.00 1,000,000.00 0.00 1.25%Due 7/20/2016 Maturity, 07/22r2016 313384ZS1 8,000,000.00 FHLB Discount Note 100.000 8,000,000.00 0.00 8,000,000.00 0.00 0.34%Due 7/22/2016 Maturity 0722r2016 313396ZS5 1,000,000.00 FHLMC Discount Note 100.000 1,000,000.00 0.00 1,000,000.00 0.00 0.34%Due 7/22/2016 Maturity, 07222016 459200GX3 2,000,000.00 IBM Corp Note 100.000 2,000,000.00 0.00 2,000,000.00 0.00 1.95%Due 7/2D2016 Maturity 07272016 313384ZXO 800,000.00 FHLB Discount Note 100.000 800,000.00 0.00 800,000.00 0.00 0.34%Due 7/27/2016 Maturity 07282016 06406HBX6 1,000,000.00 Bank of New York Note 100.000 1,000,000.00 0.00 1,000,000.00 0.00 2.3%Due 712 812 01 6 Maturity, 07282016 89233GGU4 1,800,000.00 Toyota Motor Credit Discount CP 99.948 1,800,000.00 0.00 1,800,000.00 0.00 0.56%Due 7/28/2016 Maturity, 0728/2016 912796JC4 48,000,000.00 US Treasury Bill 100.000 48,000,000.00 0.00 48,000,000.00 0.00 0.257%Due 7/28/2016 Chandler Asset Management-CONFIDENTIAL Execution Time:M4201610:36:33 AM C." Orange County Sanitation District Consolidated Transaction Ledger Account#10283 6/30/16 Thru 7/31/16 Transaction Settlement Acq/Disp Interest Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount GainfLoss DISPOSITIONS Maturity 07/29/2016 06538BGV9 1,800,000.00 Bank of Tokyo Mitsubishi NV Discount CP 99.821 1,80D,000.00 0.00 1,800,000.00 0.00 0 65%Due 7/29/2016 Maturity 07/29/2016 313384ZZ5 6,897,000.00 FHLB Discount Note 100.000 6,897,000.00 0.00 6,897,000.00 D 00 0.295%Due 7/29/2016 Maturity 07/29/2016 313396=9 1,500,000.00 FHLMC Discount Note 100.000 1,500,000.00 0.00 1,500,000.00 0.00 0.36%Due 7/29/2016 Subtotal 138,047,000.00 138,047,000.00 0.00 138,047,000.00 0.00 Security 07/01/2016 SLHOPNTA4 7,486.64 Lehman Brothers,Inc Open Position Long 95.385 3,144.39 0.00 3,144.39 -3,996.71 Withdrawal Exposure Security 07/15/2016 261908107 2,500,000.00 Dreyfus Tmy/Agcy Cash Management 521 1.000 2,500,000.00 0.00 2,500,000.00 0.00 Withdrawal Security 0729/2016 261908107 45,000,000.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 45,000,000.00 0.00 45,000,000.00 0.00 Withdrawal Subtotal 47,507,486.64 47,503,144.39 0.00 47,503,144.39 3,996.71 TOTAL DISPOSITIONS 265,715,398.65 265,711,728.27 43,964.60 265,755,692.87 3,290.75 OTHER TRANSACTIONS Interest 07/02/2016 073902CD8 3,200,000.00 Bear Stearns Note 0.000 74,400.00 0.00 74,400.00 0.00 4.65%Due 7/D2018 Interest 07/09/2016 36962G7MO 5,000,000.00 General Electric Capital Corp Callable Note 0.000 55,000.00 0.00 55,000.00 0.00 1 X 12/9/2019 2.2%Due 1/9/2020 Interest 07/12/2016 3137EADN6 5,000,000ol) FHLMC Note 0.000 18,750.00 0.00 18,750.00 0.00 0.75%Due 1/12/2018 Interest 07/12/2016 36962G6Z2 1,000,000ol) General Electric Capital Corp Note 0.000 7,500.00 0.00 7,500.00 0.00 1.5%Due 7/12/2016 Interest 07/14/2016 3137EADVB 5,000,000.00 FHLMC Note 0.000 18,750.00 0.00 18,750.00 0.00 0.75%Due 7/14/2017 Interest 07/14/2016 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 07/15/2016 912828VL1 3,000,000.00 US Treasury Note 0.000 9,375.00 0.00 9,375.00 nor 0.625%Due 7/15/2016 Interest 07/1512016 912828WUO 10,477,896.00 US Treasury Inflation Index Note 0.000 6,561.76 0.00 6,561.76 0.00 0.125%Due 7/15/2024 Interest 07/162016 4042811PH9 3,000,000.00 HSBC USA Inc Note 0.000 24,375.00 0.00 24,375.00 0.00 1.625%Due 1/16/2018 Chandler Asset Management-CONFIDENTIAL Execution Time:M4201610:36:33 AM �'" Orange County Sanitation District Consolidated Transaction Ledger Account#10283 6/30/16 Thru 7/31/16 Transaction Settlement Acq/Disp Interest Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount Gain/Loss OTHER TRANSACTIONS Interest 07/17/2016 0640611CA5 1,000,000.00 Bank of New York Callable Note Cont. 0.000 12,000.00 0.00 12,000.00 0.00 12118/16 2.4%Due 1/17/2017 Interest 07/18/2016 38141GFG4 600,000ol) Goldman Sachs Group Inc Note 0.000 17,850.00 0.00 17,850.00 0.00 5.95%Due 1/1812018 Interest 07/20/2016 94974BFL9 1,000,000.00 Wells Fargo Corp Note 0.000 6,250.00 0.00 6,250.00 0.00 1.25%Due 7/2012016 Interest 07/22/2016 459200GX3 2,000,000.00 IBM Corp Note 0.000 19,500.00 0.00 19,500.00 0.00 1.95%Due 7/2212016 Interest 07/222016 949746GM6 5,000,000.00 Wells Fargo Corp Note 0.000 65,000.00 0.00 65,000.00 0.00 2.6%Due 7/22/2020 Interest 07/23/2016 46625HKA7 2,000,000.00 JP Morgan Chase Callable Note Cant 0.000 22,500.00 0.00 22,500.00 0ol) 1 2/2 312 01 9 2.25%Due 1/23/2020 Interest 07/27/2016 3137EADUO 5,000,000.00 FHLMC Note 0.000 12,500.00 0.00 12,500.00 0.00 0.5%Due 127/2017 Interest 07/28/2016 06406HBX6 1,000,000.00 Bank of New York Note 0.000 11,500.00 0.00 11,500.00 0.00 2.3%Due 7/28/2016 Interest 0728/2016 61747WAL3 2,800,000.00 Morgan Stanley Note 0.000 77,000.00 0.00 77,000.00 0.00 5.5%Due 728/2021 Interest 07/312016 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 07/312016 912828N89 1,500,000.00 US Treasury Note 0.000 10,312.50 0.00 10,312.50 0.00 1.375%Due 1/31/2021 Interest 07/312016 912828WW6 10,000,000.00 US Treasury Note 0.000 81,250.00 0.00 81,250.00 0.00 1.625%Due 7/31/2019 Subtotal 83,577,896.00 657,874.26 0.00 657,874.26 0.00 Dividend 07/052016 261908107 2,002,201.32 Dreyfus Trsy/Agcy Cash Management 521 0.000 1,888.62 0.00 1,888.62 0.00 Dividend 07/052016 261908107 2,146,342.21 Dreyfus Trsy/Agcy Cash Management 521 0.000 1,295.24 0.00 1,295.24 0.00 Subtotal 4,148,543.53 3,183.86 0.00 3,183.86 0.00 Cash Capital 07/01/2016 SLHOPNTA4 0.00 Lehman Brothers,Inc Open Position Long 0.000 3,144.39 0.00 3,144.39 0.00 Distribution Exposure Subtotal 0.00 3,144.39 0.00 3,144.39 0.00 TOTAL OTHER TRANSACTIONS 87,726,439.53 664,202.51 0.00 664,202.51 0.00 Chords,Asset Management-CONFIDENTIAL Execution Time:M4201610:36:33 AM ITEM NO. 4 MINUTES OF MEETING GROUNDWATER REPLENISHMENT SYSTEM STEERING COMMITTEE ORANGE COUNTY WATER DISTRICT& ORANGE COUNTY SANITATION DISTRICT April 11, 2016, 5:00 p.m. Committee Chair Yoh 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 OCWD Assistant District Secretary called the roll and reported a quorum. 2016 Committee Members Roger Yoh OCWD Director Chair Cathy Green OCWD Director Philip Anthony OCWD Director John Nielsen OCSD Director Vice Chair Tom Besmish OCSD Director (not present) Jim Ferryman OCSD Director ARemates Denis Bilodeau OCWD Director(No. 1) Jordan Brandman OCWD Director(No. 2) (arrived 5:05 p.m.) Dina Nguyen OCWD Director(No. 3) (not present) Lucille Kring OCSD Director(No. 1) Greg Seboum OCSD Director(No. 2) Steve Jones OCSD Director(No. 3) (not present) OCWD OCSD Mike Markus Jim Herbera Mehul Patel KathyMillea Judy-Rae Karlsen Recording Secretary Cindy Murra Jason Dadakis Eros Yon Sandy Scott-Roberta Jennifer Cabral Eleanor Tortes Rob Thompson Greg Woodside OTHER(8) John Kennedy Debbie Burris- DDB Engineering Paul Schoenberger- Mesa Water District Dan Bunce- Brown & Caldwell CONSENT CALENDAR The Consent Calendar was approved upon motion by Director Anthony, seconded by Director Nielsen and carried [6-0] as follows. (Yes- Yoh, Green, Anthony, Nielson, Ferryman, Kring/No-0] 1. Minutes of Previous Meetino The Minutes of the GWRS Steering Committee meeting held January 11, 2016 are approved as presented. 1 4/11/2016 INFORMATIONAL ITEMS 2. GWRS Operating Budget Summary Director of Water Production/GWRS Mehul Patel reported the Joint Exercise of Powers Agreement between Orange County Water District(OCWD) and Orange County Sanitation District(OCSD) governs the operation of the GWRS and it requires OCWD to provide the proposed annual GWRS operating budget to OCSD for review. Mr. Patel reviewed the key cost centers and shared staff observations on the operational economics for GWRS water production that impact the F Y16-17 budget. He noted that GWRS operations is part of the OCWD Water Production Department and the proposed FY 16-17 budget is $31,957,122. Mr. Patel responded to Committee questions and then noted the proposed budget will be agendized for approval at the April 18 OCWD Board meeting. 3. GWRS Operations Summary Mr. Patel gave a brief report on GWRS Operations. He advised on the fife span of membranes in the reverse osmosis (RO) and microfiltration (MF) systems. Mr. Patel stated that there are 6 original RO membranes that will be replaced in FY16-17, and there are 7 of the original 21 MF membranes treatment cells that are also scheduled to be replaced. He reported the average daily water production for January—March 2016 is 91.52 million gallons per day(mgd) and OCSD is working to optimize flow availability while OCWD is working on operational strategies for the maximum production of water. Mr. Patel reported that as of March 31, 2016 GWRS production was 77,813.21 acre feet which is 422.50 acre feet above the target production goal. 4. Update on SP-173 Effluent Reuse Study OCWD Principal Engineer Sandy Scott-Roberts reported the SP-173 Effluent Reuse Study commenced in May 2015 and the draft report is due in May 2016 with the final report due in July 2016. She noted that feasible alternates for source flows have been identified and the technical memo level design and a cost schedule will be developed by the consultant along with a preliminary implementation schedule. OCWD General Manager Mike Markus noted that staff is actively researching funding options and developing a grant funding strategy. 5. Quarterly Outreach Report [Oct- Dec 20151 OCWD Public Affairs Manager Eleanor Torres reviewed the January— March Outreach Report. She stated that staff is applying for awards and researching grant funding opportunities. Ms. Torres reported that Mr. Patel testified before the Assembly Committee on Environmental Safety and Toxic Materials in support for AB 2022 (legislation for the bottling of advanced purified water for educational purposes). Director Yoh advised the bill is going to be heard next in the Appropriations Committee chaired by Senator Gomez. DIRECTOR COMMENTS OCSD Director Sebourn commended staff for coordinating the highly successful Children's Drinking Water Festival. Ms. Torres advised that the Children's Drinking Water Festival will not be held on the OCWD/OCWD campus until after capital construction projects are completed and the necessary space and facilities for the event are determined. 2 4/11/2016 VERBAL REPORTS Mr. Yoh reported the next GWRS Steering Committee meeting is scheduled for Monday, July 11, 2016 @ 5:00 p.m. ADJOURNMENT There being no further business, the meeting was adjourned at 5:55 p.m. C OCWD Director R ger Yoh, Chair 3 MINUTES OF THE STEERING COMMITTEE Orange County Sanitation District Wednesday, July 27, 2016 at 4:30 p.m. A regular meeting of the Steering Committee of the Orange County Sanitation District was called to order by Chair Nielsen on Wednesday, July 27, 2016 at 4:36 p.m. in the Administration Building of the Orange County Sanitation District. A quorum was declared present, as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT: John Nielsen, Chair Jim Herberg, General Manager Greg Sebourn, Vice-Chair Bob Ghirelli, Assistant General Manager Keith Curry, Administration Committee Celia Chandler, Director of Human Chair Resources John Withers, Operations Committee Jim Colston, Director of Environmental Chair Services Tom Beamish, Member-At-Large Rob Thompson, Director of Engineering Lucille Kring, Member-At-Large Ed Torres, Director of Operations & David Shawver, Member-At-Large Maintenance Lorenzo Tyner, Director of Finance & COMMITTEE MEMBERS ABSENT: Administrative Services None Kelly A. Lore, Clerk of the Board Marc Brown Jennifer Cabral Al Garcia Stephanie Good Lori Karaguezian Mark Kawamoto Randy Kleinman Laurie Klinger Tina Knapp Mark Manzo Laura Maravilla Andrew Nau OTHERS PRESENT: Brad Hogin, General Counsel Rich Haller, SAWPA Georg Krammer, Koff& Associates Laura Kalty, Liebert Cassidy Whitmore 07/27/2016 Steenng Committee Minutes Page 1 of PUBLIC COMMENTS: No public comments were provided. REPORTS: Chair Nielsen did not provide a report. General Manager Jim Herberg reported on the following: Rolling black outs and flex alerts; grant application to support AquaCritox; UAAL unfunded pension liability pay down; succession management and leadership; broker agreement on the Board meeting agenda tonight; and a possible Special Steering Committee meeting in mid- August. Questions regarding the pay down of the unfunded pension liability, the date of pay off, interest earned, and the risks of market fluctuation, were responded to by Director of Finance & Administrative Services, Lorenzo Tyner. Mr. Herberg also reported on recent community outreach efforts. CONSENT CALENDAR: 1. APPROVAL OF MINUTES (Clerk of the Board) MOVED, SECONDED, AND DULY CARRIED TO: Approve Minutes of the June 22, 2016 Regular Steering Committee Meeting. AYES: Beamish; Curry; Kring; Nielsen; Sebourn; and Shawver NOES: None ABSTENTIONS: None ABSENT: Withers 2. GENERAL MANAGER'S FY 2015-2016 FINAL YEAR END WORK PLAN UPDATE (Jim Herberg) MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Receive and file the General Manager's FY 2015-2016 Work Plan Year End Update. AYES: Beamish; Curry; Kring; Nielsen; Sebourn; and Shawver NOES: None ABSTENTIONS: None ABSENT: Withers 0]/2]/2016 Steering Committee Minutes Page 2 of 4 NON-CONSENT CALENDAR: 3. 2015 INTERNAL SAWPA PRETREATMENT PROGRAM AUDIT REPORT (James E. Colston) Director of Environmental Services, Jim Colston provided a brief presentation regarding the preparation of the report; the recommendations and the implementation plan. Public comment was received from Rich Haller, Manager of Engineering and Operations, SAWPA, who thanked the District for their assistance and continued cooperation on the implementation of the Pretreatment Program. Hearing no objection Chair Nielsen ordered the 2015 Internal SAWPA Pretreatment Program Audit Report received and filed. Director Withers arrived at 4:53 p.m. 4. COMPENSATION STUDY FINAL RESULTS (Celia Chandler) The Clerk of the Board provided a late communication memo and the Executive Summary of the Report of the Total Compensation Study to the Committee Members. Director of Human Resources, Celia Chandler introduced Georg Krammer, Koff & Associates who provided a PowerPoint presentation regarding the Compensation Study overview and methodology. Mr. Krammer reviewed the goals of the study; survey elements including the benchmark classifications and the data collected. The market findings were presented in percentiles according to base pay and total compensation. MOVED. SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Receive and file the Compensation Study final results. AYES: Beamish; Curry; Kring; Nielsen; Sebourn; Shawver; and Withers NOES: None ABSTENTIONS: None ABSENT: None INFORMATION ITEMS: None. 0]/2]/2016 Steering Committee Minutes Page 3 of 4 CLOSED SESSION: CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE SECTIONS 54957.6. 54956.9(d)(2) & 54956.9(d)(1): The Committee convened in closed session at 5:05 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. RECONVENED IN REGULAR SESSION: The Committee reconvened in regular session at 5:50 p.m. CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED SESSION: None. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. ADJOURNMENT: The Chair declared the meeting adjourned at 5:50 p.m. to the next Steering Committee meeting to be held on Wednesday, August 24, 2016 at 5:00 p.m. Submitted by: Kelly A. Lore Clerk of the Board 07/27/2016 Steering Committee Minutes Page 4 of 4 BOARD OF DIRECTORS Meeting Date TUBd.ofDir. -- 08/24/16 AGENDA REPORT ItemNumber IemNumber s 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, 2016 GENERAL MANAGER'S RECOMMENDATION Receive and file the Orange County Sanitation District Fourth Quarter Treasurer's Report for the period ended June 30, 2016. SUMMARY The attached Treasurer's Report is being submitted in accordance with the Orange County Sanitation District's (Sanitation District) investment policy that 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, twelve months, year to date, and since inception compared to the Benchmark returns for the same periods: Portfolio Performance Summary Quarter Ended June 30,2016 Liquid Operating Monies(%) Long-Tenn Operating Monies(%) Total Rate of Total Rate of Return Benchmark') Return Benchmark') 3 Months 0.09 0.07 0.72 0.87 6 Months 0.26 0.15 2.27 2.45 9 Months 0.31 0.18 1.93 88 12 Months 0.37 0.19 2.47 2.57 Annualized Since inception 30 Nov 2014 0.31 0.13 1.83 2.02 • 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 $139.3 M $327.6 M MV $139.4 M $332.7 M Page 1 of 3 • Modified duration of the portfolio compared to Benchmark: Liquid Ober. Long-Term B.M. 0.15 2.62 Port. 0.13 2.45 • Dollar change in value of the portfolio for a one-percent (1%) change in interest rates: Liquid Operating - $ 183,331 Long-Term - $8,159,039 • None of the portfolios are currently invested in reverse repurchase agreements. • The percent of the Liquid Operating Monies portfolio maturing within 90 days: 63.2% • Average portfolio credit quality: Liquid Oper-AAA/Aal 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— 3.4% Maturity Cost Date Moody S&P Fitch AMRESCO Residential Securities 1999-1 $ 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. Page 2 of 3 PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION N/A ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: Fourth Quarter Treasurer's Report for the Three Months Ended June 30, 2016 Page 3 of 3 m " 4? by July 31, 2016 STAFF REPORT Quarterly Treasurer's Report For the Three Months Ended June 30, 2016 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, 2016. The Liquid Operating Monies portfolio, with an average maturity of 47 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, 2016. OOSD ♦ P.O.Box 8127 ♦ Fountain Valley,LA 9272B-B127 ♦ (714)962-2411 Quarterly Treasurer's Report For the Three Months Ended June 30, 2016 Page 2 of 3 Portfolio Performance Summary Quarter Ended June 30,2016 Liquid Operating Monies(%) Long-Term Operating Monies(%) Total Rate of Total Rate of Realm Bench n.ri O) Realm Benchmartd'I 3 Months 0.09 0.07 0.72 0.87 6 Months 0.26 0.15 2.27 2.45 9 Months 0.31 0.18 1.93 1.88 12 Months 0.37 0.19 2.47 2.57 Annualized Since inception 30 Nov 2014 0.31 0.13 1.83 2.02 Market Value $139AM $332.7M Average Quality 'AAA'I-Aal" -AA+Wal" Current Yield(%) 0.6 1.6 Estimated Yield to Maturity(%) 0A 0.9 Quarterly Deposits(Withdrawals) $75.5M 1-0 6M Estimated Annual Income WSM (1) Benchmarks: • Liquid Operating Portfolio: 3-Month Treasury Bill Index • Long-Term Operating Portfolio: Merrill Lynch Corp/Govt. 1-5 Year Bond Index Portfolio Market Values Comparative marked-to-market quarter-end portfolio values are shown in the following table, and in the attached bar chart. Liquid Long-Term Quarter Operating Operating Ending Monies($M) Monies($M) 30 Sep.15 43.9 262.6 31 Dec.15 132.0 314.8 31 Mar.16 63.8 319.6 30 Jun. 16 139A 332.7 District's Investment Account Balances as of June 30, 2016 Book Balances Estimated Investment Accounts June 30,2016 Yield(%) State of Calif.LAIF $ 45,900,000 0.50 Union Bank Checking Account 94,903 0.00 Union Bank Overnight Sweep Account 2,439,000 0.01 Union Bank W/C Checking 72,379 0.00 Chandler-Short-term Portfolio 139,194,109 0.38 Chandler-Long-tens Portfolio 331,682,939 0.92 Petty Cash 3,000 N/A BNY Mellon OCIP Reserve 3.606.159 0.88 TOTAL $522 982 4H9 0.74 Debt Service Reserves w/Tmstees $24 A139AA 2.27 Quarterly Treasurer's Report For the Three Months Ended June 30, 2016 Page 3 of 3 District's Cost of Funds on Debt Issues as of June 30,2016 Annual Cost of Funds Outstanding Interest Issue Description COP Balance Rate(%) 2007A Fixed $91,885,000 4.50 2007B Fixed 7,110,000 4.71 2008B Fixed 8,815,000 2.96 2009A Fixed 13,405,000 4.72 2010A Fixed 80,000,000 3.68 2010C Fixed 157,000,000 4.11 2011A Fixed 111,465,000 2.61 2012A Fixed 100,645,000 3.54 2012B Fixed 66,395,000 1.50 2014A Fixed 85,090,000 2.34 2014B Fixed 120,850,000 0.35 2015A Fixed 127,510,000 3.30 2016A Fixed 145 880,000 3.02 TOTAL $1.1Ifi.050.000 Weighted Avg.Cost of Funds 2.98 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 LAW 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, 2016 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) voted to keep the fed funds rate unchanged at the June 14-15 meeting. The FOMC statement was mostly balanced, noting that the pace of labor market gains slowed but economic activity picked up. Brexit fears and the corresponding volatility in sovereign bond yields, along with the disappointing May jobs report, likely prompted the Fed to keep monetary policy on hold. In her press conference, Fed Chair Yellen conceded that the Fed can more effectively respond to an overshoot of inflation than they can to a weakening labor market and/or deflation. In hindsight, the Fed's cautious stance in June seems to have been prudent. Just a week later, Britain's unexpected vote to the leave the European Union was a shock to the financial markets and prompted a broad selloff of risk assets and spike in volatility. The long-term implications of the Brexit vote are highly uncertain. Near term, we expect financial market volatility to remain elevated and interest rates to stay lower for longer. We believe the hurdle rate for future fed funds rate hikes has moved materially higher. Furthermore, we expect the Federal Reserve to remain on hold over the near-term. Although the global economy faces headwinds, domestic economic data continues to point toward modest growth, in our view. Nonfarm payroll growth was lower in the second quarter than the first quarter, but remained high enough to absorb new entrants into the labor market. The unemployment rate was 4.9% in June and wage growth continued to tick higher during the month. Consumer confidence remains strong and consumer spending has recently improved. The housing sector appears healthy and pricing remains firm. Meanwhile, manufacturing trends have improved but remain sluggish. Inflation pressures are muted (for now) with the Core PCE index up just 1.6% year-over-year in May. First quarter 2016 GDP grew 1.1%, following growth of 1.4% in the fourth quarter. Market participants are forecasting a modest rebound in GDP growth to 2.5% in the second quarter of 2016. In June, the 2-year Treasury yield declined nearly 30 basis points and the 10-year Treasury yield declined almost 38 basis points. Negative interest rates in Europe and Japan, investors' hunt for yield, and a global flight to quality continue to fuel demand for US Treasury securities. Elevated market volatility, the potential for a further slowdown in global economic growth, and highly accommodative monetary policies by other global central banks will continue to influence the Federal Reserve. The FOMC's median projection calls for two rate hikes before year-end, ORCHANDLER ASSET MANAGEMENT but we believe this projection is unlikely to be met. In June the Treasury yield curve flattened. Negative interest rates in Europe and Japan, investors' hunt for yield, and a global flight to quality continue to fuel demand for US Treasury securities. Over the past three months, the 2-year Treasury yield declined 14 basis points and the 10-year Treasury yield declined 30 basis points. The flattening is even more pronounced on a year-over-year basis with the 2-year Treasury yield down 6 basis points and the 10-year Treasury yield down nearly 90 basis points. Consumer Prices The Consumer Price Index (CPI) was up just 1.0% year-over-year in May, vs. 1.1% in April. Core CPI (CPI less food and energy)was up 2.2% year-over-year in May, vs. 2.1% in April. The Personal Consumption Expenditures (PCE) index was up 0.9% year-over-year in May, vs. up 1.1% in April. Core PCE (excluding food and energy) was unchanged in May, up 1.6% year- over-year. Although Core CPI is trending above 2.0%, the Fed's primary inflation gauge is PCE which remains below the Fed's 2.0%target. Retail Sales Retail sales rose 2.5% in May on a year-over-year basis, following a 3.0% increase in April. Retail sales were up 0.5% month-over-month. Excluding autos and gas, retail sales were up 0.3% month-over-month, in line with expectations. Labor Market Nonfarm payrolls were much stronger than expected in June, up 287,000 versus the consensus forecast of 180,000. However, May payrolls (which were already quite low) were revised down to 11,000 from 38,000. During the second quarter, payrolls increased by an average of 147,000 per month, compared to an average of 196,000 during the first quarter. Job growth has decelerated but remains consistent with slow domestic economic growth. The unemployment rate increased to 4.9% in June from 4.7% in May, as the participation rate increased to 62.7% from 62.6%. 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, edged down to 9.6% from 9.7%. Wages inched up 0.1% in June, following growth of 0.2% in May. On a year-over-year basis, wages were up 2.6% in June. Housing Starts Total housing starts slipped 0.3% on a month-over-month basis in May, but were up 9.5% on a year-over-year basis. Month-over-month, single-family starts rose 0.3% in May while multi- family starts declined 1.2%. However, year-over-year, single-family starts were up 10.1% in May and multi-family starts were up 8.4%. Housing starts tend to be volatile on a month-to-month basis and the data is subject to revision. Multi-family starts were particularly strong in 2015, making the year-over-year comparison challenging. We believe underlying trends in the housing market remain healthy. 2 C/" CHANDLER ASSET MANAGEMENT TREASURY YIELDS 6/3012016 3131/2016 CHANGE 3 Month 0.26 0.20 0.06 2 Year 0.58 0.72 (0.14) 3 Year 0.69 0.85 (0.16) 5 Year 1.00 1.21 (0.21) 7 Year 1.28 1.53 (0.25) 10 Year 1.47 1.77 (0.30) 30 Year 2.29 2.61 (0.32) ECONOMIC INDICATOR CURRENT RELEASE PRIOR RELEASE ONE • Trade Balance (41.1) $Bin MAY 16 (37.4) $Bln APR 16 (40.2) $Bln MAY 15 GDP 1.1% MAR 16 1A% DEC 15 0.6% MAR 15 Unemployment Rate 4.9%JUN 16 4.7%MAY 16 5.3%JUN 15 Prime Rate 3.5%JUN 16 3.5% MAY 16 3.25%JUN 15 CRB Index 192.57 JUN 16 186.15 MAY 16 227.17 JUN 15 Oil (West Texas Int.) $48.33 JUN 16 $49.10 MAY 16 $59.47 JUN 15 Consumer Price Index(y/o/y) 1.0% MAY 16 1.1%APR 15 0.0%MAY 15 Producer Price Index(y/o/y) (2.3%) MAY 16 (1.3%)APR 16 (2.9)%MAY 15 Dollar/EURO 1.11 JUN 16 1.11 MAY 16 1.11 JUN 15 3 C/" CHANDLER ASSET MANAGEMENT Performance Attribution Long-Term Portfolio The relative performance of the Long-Term portfolio trailed the performance of the benchmark during the quarter, primarily due to the market repricing interest rate expectations post the UK referendum vote to leave the European Union (Brexit) in June. The quarterly return for the portfolio was 0.72% versus 0.87% for the benchmark, with all of the relative underperformance generated in the month of June. The term structure of the portfolio was the largest detractor from results. The portfolio was underweight relative to the benchmark between 1.0 to 3.0 years, and this area of the curve outperformed in late June. The majority of new additions to the portfolio were either inside of one year or beyond four years, as the team continues to view these areas of the curve attractively compared to the two year maturity area. Within the Corporate sector the Chandler team adjusted the energy exposure higher, both in terms of maturity and overall exposure, as the dislocation in the price of oil led to attractive risk adjusted valuations in our judgement. Agency spreads were mostly stable during the quarter and the portfolio increased exposure close to the five year maturity point. Although new issue Asset Backed securities were added to the portfolio, the pay-down of principal and interest during the quarter led to a very modest reduction in overall exposure. Chandler continues to forecast a higher probability of a tightening of monetary policy compared to the market, and expects to recapture some of the underperformance from the month of June later in the year. Liquid Portfolio The Liquidity Portfolio generated a return of 0.09% for the quarter versus a return of 0.07% for the benchmark. The portfolio added to exposure in the Treasury, Agency, Supranational, Commercial Paper, and Corporate sectors of the market to keep the portfolio as fully invested as possible. Similar to prior quarters the Chandler team continues to focus on positioning to out-yield the benchmark after taking into account forecasted liquidity needs. 4 C/" CHANDLER ASSET MANAGEMENT Economic Outlook Risk markets shrugged off the initial shock of the UK referendum vote in short order however Treasury yields continue to reflect a flight to quality element. Treasury yields should begin to drift higher as the market prices in the possibility of a tightening of monetary policy later this year and risk assets continue to perform. Although domestic interest rates are poised to move higher in the second half of 2016, the move will be contained by the impact of low (and negative) interest rates in developed markets abroad. Thus far the negative interest rate policy adopted by the European Central Bank (ECB) has underwhelmed and the possibility of fiscal stimulus being implemented in both Japan and Europe is increasing. Central Banks aboard continue to implement unconventional policies which are distorting market valuations and having a less than forecast impact on global economic growth. In the domestic markets it is likely the market has seen the low in interest rates for the year absent a major geopolitical event. Commodity prices mostly moved sideways during the quarter which was a welcome development after all of the volatility in the sector the past several quarters. The stabilization in the commodity space enabled both the equity and bond prices of companies tied to the sector to recover, in some cases dramatically, in Q2 2016. Inflation metrics remained stable to firm, with Core CPI up on a y/y basis 2.3% as of June 2016 and Core PCE up on a y/y basis 1.6% through May 2016. Given the aforementioned recovery in commodity prices inflation metrics are unlikely to roll over, giving the Federal Reserve additional latitude to modestly tighten monetary policy. The Chandler team continues to expect domestic risk assets to grind higher with the equity markets ending the year modestly in positive territory on a y/y basis. Strateav Strategy highlights for the Long-Term Portfolio in coming months: • Maintain a duration modestly below the benchmark until interest rates reflect a reasonable possibility of a monetary policy tightening later this year. • Opportunistically increase the Corporate exposure of the portfolio in sectors with attractive valuations. • Continue to avoid Corporate names predisposed to M&A transactions and willing to sacrifice balance sheet strength for the benefit of equity holders. • Modestly increase exposure to the Commercial Paper sector of the market where valuations are recently more attractive due to the changing supply/demand dynamics from money market fund reform. • Increase exposure to the Supranational sector when valuations trade at a discount to the US Agency sector. Strategy highlights for the Liquidity Portfolio in coming months: • Continue to ladder the Agency discount note and Treasury T-Bill exposure to correspond to upcoming liquidity needs. • Periodically add to the Corporate exposure of the portfolio with maturities between six to twelve months, where the additional spread compared to Treasury notes is attractive. • Maintain a dedicated allocation to the Treasury sector of close to 20.0% on an ongoing basis. 5 C/" CHANDLER ASSET MANAGEMENT Compliance Issues Orange County Sanitation District Long Term 01, June 30,2019 COMPLIANCE WITH INVESTMENT POLICY Assets managed by Chandler Asset Management are in Poll compliance wM State lawand AM Me mvestmonfpolicy Category, standard Comment Tressurr,amas 5 years madman maturity Complies' Supranatiorel "AA'or better by l of3 NRSROs; 30%maximum; 5%maxissuer, 5years maturity; Complies Includes on , tADB IBRD and FC per COC U.S.Agencies 20%max issuer; 5yeam 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' ars max maturity Munlclpel Securities "A'or Ngber by l of3 NRSR0S;10%maximum; 5%max issuer, 5 years maximum Complies maturlty AssetB .lamllCMOsI 'AA'or better by l of3 NRSROs; "A"or higher issuer rating by l of3 NRSROs; 20% Complies' Mo a e-backed maximum 5%maxissuar baidul MBS/ oma a -5 ware max malub Negollabk COs "A'or better on its log teml debt by l of 3 NRSRCs; Al IP1'or highest all tern Complies ratings by 1 of 3 NRSROs; 30%maximum;5%max Issuer; 5 years max maturity CDSITOS 5%max Issuer; 5years max maturity Complies Banker's Acceptazes A-1,or equivalent highest shod tams rating by l of 3 NRSR0S; 40%maximum; 5% Complies max issuer,180 days max buturily Commercial Paper A-1,or equivalent by l of3 NRSRCS; 'A•or better by l of3 NRSROs,iflogtsml Complies bill issued' 25%maximum' 5%max issuer' 270 days max maWri Money Merkel Fund Highest hating by 2 of 3 NRSRO% 20%maximum 10%max issuer Compiles Repurchase Agreements 102%collatemlimtion Complies Reverse Repurchase 5%maximum,90 days max maturity Complies Agreements IAIF Not wed by irnesNlerd admirer Complies Aug Duration Notleameed60mmars - (80%1e120%ofMebenctenark) Complies Maximum Mabnty 5 years maximum maturity Complies' `IM pxlhlq.heme,fi¢(25).-..1- was meWnnec rammr than 5 yeas including me(1)Amt,flue(5)CMOs,mein een(19)Fall we(1)rop mete eM me(1) treasury. All se-afte rare Imenled M1an the prel ma,aam are complied at time crpucl¢se. 6 C/" CHANDLER ASSET MANAGEMENT CA Orange County Sanitation District Liquid June 30,2016 COMPLIANCE WITH INVESTMENT POLICY Assets managed by Chandler Asset Management are in full compliance unit State lawand with the investmentpo/icy Category Standard Comment Treasury Issues I War maximum matunt . Minimum allocation of 10% Complies Sumarotional "AA"or better by l of3 NRSROs; 30%maximum; 5%max issuer, Complies" 1 year maturity; Includes only: IADB,BRD,and IFC per CGC U.S.Agencies 20%maxlssuer, l yearmaximun maturity Complies U.S.Corporate(MTNs) "A"or better long term rating by 1 of3 NRSROs;30%maximum; Complies 5%max issuer 1 War max maturity Asset Backed/CMOs "AA"or better by l of3 NRSROs; "A"or higher issuer rating by l Complies of3NRSROs; 20%maximum; 5%maxlssuer; 1yearmax maturity Negotiable CDs "A"or better on its long term debt by of 3 NRSROs; "A11P1"or Complies highest shod term ratings by 1 of 3 NRSROs; 30%maximum;5% max issuerl War maxmatud CDs/TDS 5%max issuer; l year max maturity Complies Bankers Acceptances A-1,or equivalent shod term rating by l of 3 NRSROS; 40% Complies maximum; 5%max issuer,180 days max maturity, Commercial Paper A-1,or equivalent by l of 3 NRSROS; "A"or better by of3 Complies NRSROs,if long tens debt issued; 25%maximum; 5%max issuer; 270 days max maturity Money Market Fund Highest rating by 2 of 3 NRSROs; 20%maximum;10%max issuer Complies Repurchase Agreements 102%collateraliration Complies Reverse Repurchase 5%maximum,90 days max maturity Complies Agreements IAIF Not used by investment adviser Complies Prohibited Municipal Securities Complies Prohibited Mortgage Securities Complies Avg Duration Notto exceed 180 days; Max duration of 12 year Complies Maximum Maturity 1 year maximum maturity Complies 'IFC Is at 5.7%,hoae�r the aggregate portfolio is In compliance Win the Imealmand policy. C/" CHANDLER ASSET MANAGEMENT CAI OCSD Lehman Exposure June 30,2016 COMPLIANCE WITH INVESTMENT POLICY Assets managed by Chandler Asset Management are in full compliance wth State lawand wth the investment policy Category Standard Comment Treasury Issues 5 years maximum maturity Complies SLpranational "AA"orbelter by 1 of3 NRSROs; 30%maximum; 5%max: 5 Complies are rl Includes on . ADS,IBRD and IFC per CGC U.S.Agencies 20%max issuer 5 years maximum maturityCom lies U.S.Corporate(MTNs) "A"or better long term rating by 1 of 3 NRSROs: 30%maximum; Complies' 5%max issuer' S were max maturity Municipal Securities "A"or higher by l of 3 NRSROS;10%maximum; 5%max issuer, Complies 5 years maximum maturity Asset Backed/CMOs/ "AA"or better by l of3 NRSROs; "A"or higher issuer rating by l Complies Mortgage-backed of 3 NRSROs; 20%maximum; 5%max issuer(excluding MBS/ ovtagency);5 ars max maturity Negotiable CDs "A"or better on its long tam debt by l of 3 NRSROs; "A1/P1"or Complies highest short temp ratings by 1 of 3 NRSROs; 30%maximum;5% max issuer, 5 years max maturity CDs/TDS 5%max issuer; 5 were max maturity Complies Bankers Acceptances A-1,or equivalent highest short temp rating by l of3 NRSROS; Complies 40%maximum; 5%max issuer,180 days max maturity Commercial Paper A-1,or equivalent by l of 3 NRSROS; "A"or better by l of 3 Complies NRSROs,if long tens debt issued; 25%maximum; 5%max issuer; 270 days max maturity Money Markel Fund Highest rating by2 of3 NRSR0s; 20%maximum10%maxissuer Complies Repurchase A reements 102%collateralization Complies Reverse Repurchase 5%maximum,90 days max maturity Complies Acireements LAP Not used by investment adviser Complies Avg Duration Not to exceed 60 months - 80%to 120%of the benchmark Complies Maximum Maturity 5 years maximum maturity Complies -Account holds$2 million race. lue(cusip 52$ESCOY6)and$60cM face value(cusip 525ESC1B7)of defaulted Lehman Bros Nddings that vrem purchased by the pmmous manage[ Complied at time of purchase. 8 GAL CHANDLER ASSET MANAGEMENT Defaulted Bonds Q%I occD unman E"u]E Holdings Report Account N10R8E Ae NWW6 WJ Ns]OCN 4NOPN]M and rs imoAenPwYan }]B 19 11Q1QN< .12.11 042 ]B 1.13 12N8 NRIXR 000 LO,s W. 000% B3,4013 OW% 0ID 00P44Em NR 000 Yaenwme Eg40.9 ]0.ID61] QA% XRINR 0.0E TN%Icomvnmm m.]aaEE] 0.00 u00 w.T' 52EE9CID7 LNmen&g rs Ncb eWW .400w .@ Q. 3d2,B2x21 B00 1B MT. 1117% 031 B,wxn Pl ,KI211NIT I .E. Itlm n01tl1ne N.... 3f�A00w 0V10QRB 1�173,40M 00110 1900.. 6810% NRINR 3333 OUE 10m/A4E a00% +173aMW Ow% Om n.OD.aexul NA 0 IM,31M tle�0E0.M E1.31% XRIN0. 21.0 2A%E06EE Xl1 E00% Rp9pI6.N3 TOTAL PO OTTO M O.M F4 .X 0.EE0.12Y0 Xl0. 1JgW.EE1 0,911,U2.16] NR 0.0E YEO 9 OIL CHANDLER ASSET MANAGEMENT Ratings Orange County Sanitation District Long Tenn June 30,2016 vs. March 31,2016 mwl sees wow am aw MM M A .n NR yy10 _ »1I10 AAA AA A Y NR loans 11.1% 717% 9.9% 3.4% a0% 3nvv 120% 704% 10.3% ux 39% Orange County Sanitation District Liquid June 30,2016 vs. March 31,2016 laow mow es. aow maw av 4N M A U NR AM As A M NR 61016 676% 26.2% 0.1% 0,0% 0.0% R3,116 41.3% a20% 9.5% 0.0% 1.6% m,.a.env 6.aN. l0 C/" CHANDLER ASSET MANAGEMENT OCSD Investment Program Quarter End Portfolio Value $600,000,000 •Liquid Operating Monies $500,000,000 •Long-Term OpereYng Monies $400,000,000 $300,000,000 $200,OW,WO $100,000,000 $- 41 4 10 �i? 19 �19 ,IV GIV �S ��S All et"S 0111, '1S HISTORICAL YIELD CURVE 4,00 �JUNE 2016 �MAV 2016 3.00% —:JUNE2015 0 2.00% _______________________ __ ____2.29% 147% 1.00% ___________ _____ _____L2$la_______________________________________________ 0.35% 1.00% 0.26%i 0.58% 0.69% 0,00% � O 2J,"J, 'SJ, J, �Oil "O 11 C/" I Orange County Sanitation District Liquid Portfolio Summary Account#10282 As of 6/30/2016 Beg.Values End Values Issuer % Portfolio Average Duration 0.13 as of 5131116 as of 6130116 Government of United States 46.0 Average Coupon 0.64% Market Value 151,750,595 139,229,770 Federal Home Loan Bank 15.4 Average Purchase YTM 0.40% Accrued Interest 113,720 173,001 Federal National Mortgage Assoc 6.8 Average Market YTM 0.38% Total Market Value 151,864,315 139,402,771 International Finance Corp 5.7 Average S&P/Moody Rating AAA/Aal Income Earned 51,382 42,207 Federal Home Loan Mortgage Corp 5.6 Average Final Maturity 0.13 yrs COnt/WD _ -12,500,000 Bank of Tokyo-Mit UFJ 2.2% Average Life 0.09 yrs Par 151,745,343 139,146,201 Intl Bank Recon and Development 1.8 Book Value 151,738,604 139,221530 I Inter-American Dev Bank 1.8 Cost Value 151,741,639 139,250:794 85.4% 100% AAA us us (676%) Corporate -Treasury 81.1% (11.2%) (46.0%) 80% 80% Commercial Supranetlonal Paper (9.3%) 40% (4.2%) 20% 14.9% Money A Market Agency 4.0% (6.1 %) Fund I (27.8%) % 0..25 .25.5 .5.1 1.1.5 1.5.2 2.25 2.5.3 Y AA (1.4%) Maturity(Yrs) (26.2%) Total Rate of Return Current Latest Year Annualized Sin" As of 6/30/2016 Month 3 Months To Date 1 Yr 3 Y 5 Yrs 10 Yrs 11/30/2014 11/30/2014 Orange County Sanitation District Liquid 0.03% 0.09% 0.26% 0.37% N/A N/A N/A 0.31 % 0.49% BAML 3-Month US Treasury Bill Index 0.04% 0.07% 0.15% 0.19% N/A N/A N/A 0.13% 0.20% ChandlerA at Management-CONFIDENTIAL Page a..fi0n Time:791201611:43:08AM C/" I Orange County Sanitation District Long Term Portfolio Summary Account#10268 As of 6/30/2016 Beg.Values End Values Issuer % Portfolio Average Duration 2.45 as of 5131116 as of 6130116 Government of United States 31.7 Average Coupon 1.55% Market Value 328,949,023 331,490,105 Federal National Mortgage Assoc 11.9 Average Purchase YTM 1.43% Accrued Interest 1,246,134 1,199,413 Federal Home Loan Bank 9.3 Average Market YTM 0.92% Total Market Value 330,195,158 332,689,518 9 Federal Home Loan Mortgage Corp 9.0 Average S&P/Moody Rating AA+/Aa1 Income Earned 375,042 385,215 Honda ASS 2.2 Average Final Maturity 2.87 yrs COnt/WD _ 75,343 Toyota ASS 2.1 Average Life 2.56 yrs Par 325,169,281 325,658,070 Bank of Tokyo-Mit UFJ 2.0 Book Value 325,941,024 326,448,303 John Deere ABS 1.8% Cost Value 327,039,017 327,584,513 70.1 % • - • • MATURITY DISTRIBUTION CREDIT MBS 25% 24.1% AA (07%) u5 2t9% (717%) US Treasury Corporate (31.7%) 20% BBB j (3.4%) Paper 1'� NR Municipal SupranatlonalBond• (4.5%) 10% A Money EA% /(8.9%) Market 5% 3.7% CMO (1.0%) Agency % (28.8%) 0.25 25-.5 .5.1 1.2 2-3 3.4 4.5 5, AAA ABS (70%) Maturity(Yrs) (11.1 %) PERFORMANCE Total Rate of Return Current Latest Year Annualized Since As of 6/30/2016 Month 3 Months To Date 1 Yr 3 Yls 5 Yrs 10 Yrs 11/30/2014 11/30/2014 Orange County Sanitation District Long Term 0.73% 0.72% 2.27% 2A7% N/A N/A N/A 1.83% 2.91 % BAML 1-5 Yr US Corporate/Govt Rated AAA-A Index 0.92% 0.87% 2.45% 2.57% N/A N/A N/A 2.02% 3.21 BAML US 1-5 Yr US Corp/Govt Rated AAA-BBB Index 0.93% 0.98% 2.61 % 2.65% N/A N/A N/A 2.07% 3.30 Chandler Asset Management-CONFIDENTIAL Page 1 Execu4on Time:791201612:04:36 PM Orange County Sanitation District Investment Transactions and Balances in the State of California Local Agency Investment Fund June 30, 2016 Par Value Book Value Market Value Rate Yield Balance June 1,2016 $53,500,000 $53,500,000 $53,500,000 0.58 0.58 Deposits: 6/24/2016 11,700,000 11,700,000 11,700,000 0.58 0.58 Total Deposits 11,700,000 11,700,000 11,700,000 0.58 0.58 Withdrawals: 6/5/2016 (2,000,000) (2,000,000) (2,000,000) 0.58 0.58 6/9/2016 (2,000,000) (2,000,000) (2,000,000) 0.58 0.58 6/16/2016 (5,000,000) (5,000,000) (5,000,000) 0.58 0.58 6/22/2016 (2,000,000) (2,000,000) (2,000,000) 0.58 0.58 6/23/2016 (5,000,000) (5,000,000) (5,000,000) 0.58 0.58 6/30/2016 (3,300,000) (3,300,000) (3,300,000) 0.58 0.58 Total Withdrawals (19,300,000) (19,300,000) (19,300,000) 0.58 0.58 Balance June 30, 2016 $45,900,000 $45,900,000 $45,900,000 0.58 0.58 Asset Summary Report ID: GL8251 Base Currency: USD BNY MELLON by Asset Type with Sectors Alternate Base Currency: Exchange Rate: OCS LIQ OF CHANDLER-OCSF07511302 6 30 2016 Status: FINAL Net Unrealized Cost Market Value % of Gain/Loss Description Shares Par Base Base Total Base CASH&CASH EQUWALENTS U.S. DOLLAR COMMERCIAL PAPER-DISCOUNT 5,890,000.000 5,876,609.83 5,876,609.83 4.22% 0.00 FEDERAL HOME LOAN BANK- 1 YR OR LESS 21,497,000.000 21,483,725.32 21,483,725.32 15.41% 0.00 FEDERAL HOME LOAN MORTGAGES- 1 YR OR LESS 2,500,000.000 2,498,340.00 2,498,340.00 1.79% 0.00 FNMA ISSUES- 1 YR OR LESS 3,350,000.000 3,349,298.47 3,348,299.47 2.40% 0.00 SHORT TERM INVESTMENT FUNDS(US REGULATED) 2,002,201.320 2,002,201.32 2,002,201.32 1.44% 0.00 SUPRANATIONAL- 1 YR OR LESS 8,000,000.000 7,994,944.43 7,994,944.43 5.74% 0.00 U.S.TREASURY BILLS- 1YR OR LEBS 50,100,000,000 50,079,810.32 50,079,810.32 35.92% 0.00 INTEREST 207,131.84 207,131.84 0.15% 0.00 U.S.DOLLAR 93,339,201.320 93,491,061.53 93,491,061.53 67.07% 0.00 CASH&CASH EQUWALENTS 93,339,201.320 93,491,061.53 93,491,061.53 67.07% 0.00 FIXED INCOME SECURITIES U.S.DOLLAR BANKING&FINANCE 8,000,000,000 8,040,400.00 8,023,980.00 5.76% -16,420.00 CAPITAL GOODS 1,000,000.000 1,007,290.00 1,000,160.00 0.72% -7,130.00 FOOD BEVERAGE&TOBACCO 1,500,000.000 1,507,165.00 1,502,475.00 1.08% -4,690.00 INSURANCE 1,000,000.000 1,014,170.00 1,001,860.00 0.72% -12,310.00 SUPRANATIONAL ISSUES 5,000,000.000 5,005,375.00 5,004,275.00 3.59% -1,100.00 TECHNOLOGY 3,000,000.000 3,009,470.00 3,003,540.00 2.15% -5,930.00 US AGENCIES 11,307,000.000 11,338,060.77 11,333,899.50 8.13% -4,161.27 US GOVERNMENTS 14,000,000.000 14,042,273.46 14,037,510.00 10.07% 4,763.46 UTILITY-TELEPHONE 1,000,000.000 1,002,660.00 1,002,480.00 0.72% -180.00 U.S.DOLLAR 45,807,000.000 46,966,864.23 45,930,179.50 32.93% .56,684.73 FIXED INCOME SECURITIES 45,807,000.000 45,966,864.23 45,930,179.50 32.93% -56,684 73 TOTAL ASSETS-BASE: 139,146,201.320 139,457,925.76 139,401,241.03 100.00% -56,684.73 712512016 6:05:24PM EDT 1 Workbench Asset Summary Report ID: GL8251 Base Currency: USD BNY MELLON by Asset Type with Sectors Alternate Base Currency: Exchange Rate: OCS LONG CHANDLER-OCSF07522202 6 30 2016 Status: FINAL Net Unrealized Cost Market Value % of Gain/Loss Description Shares Par Base Base Total Base CASH&CASH EQUIVALENTS U.S. DOLLAR CASH EQUIVALENTS 68,128.130 104,812.50 28,784.13 0.01% -76,028.37 COMMERCIAL PAPER-DISCOUNT 11,630,000.000 11,591,907.08 11,591,907.09 3.48% 0.00 SHORT TERM INVESTMENT FUNDS(US REGULATED) 2,146,342.210 2,146,342.21 2,146,342.21 0.64% 0.00 PENDING TRADES 17.12 17.12 0.00% 0.00 INTEREST 1,212,505.84 1,212,505.84 0.36% 0.00 U.B.DOLLAR 13,8,4,470.340 15,055,584.75 14,979,556.38 4.50% -76,028.37 CASH&CASH EQUIVALENTS 13,844,470.340 16,055,584.75 14,979,636.38 4.50% -76,028.37 FIXED INCOME SECURITIES U.S. DOLLAR ADS-CAR LOANS 14,403,803.620 14,392,7&1.73 14,423,393.21 4.33% 30,628.48 ASS-CREDIT CARDS 2,500,000.000 2,499,121.10 2,501,675.00 0.75% 2,553.90 ADS-EQUIPMENT 6,038,060.900 6,039,375.95 6,048,461.89 1.82% 9,085.94 ASS-HOME EQUITY 133,743.290 100,432.85 123,945.26 0.04% 23,512.41 ADS-SMALL BUSINESS ADMINISTRATION 91,130.060 91,130.06 98,476.05 0.03% 7,345.99 ASS-STUDENT LOANS 39,605.170 39,444.49 39,579.03 0.01% 134.54 BANKING&FINANCE 39,370,000.000 40,291,126.86 38,541,099.30 11.58% -1,750,027.56 CAPITAL GOODS 5,000,000.000 5,014,950.00 5,153,550.00 1.55% 138,600.00 FHLMC MULTICLASS 2,012,371.550 2,203,580.51 2,304,333.15 0.69% 100,752.64 FHLMC POOLS 2,532.110 2,470.42 2,620.10 0.00% 149.68 FNMA POOLS 1,810,382.500 1,894,260.27 1,987,883.50 0.60% 93,623.23 FNMA REMIC 456,018.240 452,915.49 459,233.03 0.14% 6,317.54 GNMA MULTI FAMILY POOLS 251,655.990 251,728.97 261,597.48 0.08% 9,868.51 GNMA REMIC 38,571.270 38,571.27 38,770.30 0.01% 199.03 HEALTH CARE 4,000,000,000 4,009,675.00 4,093,840.00 1.23% 84,165.00 OIL&GAS 9,500,000.000 9,476,387.40 9,651,455.00 2.90% 175,067.60 SUPRANATIONAL ISSUES 15,000,000,000 15,031,420.00 15,048,600.00 4.52% 17,180.00 TAXABLE MUNICIPALS 4,240,000.000 4,307,633.99 4,761,833.20 1.43% 454,199.31 TECHNOLOGY 11,000,000,000 11,054,315.40 11,266,480.00 3.38% 212,164.60 U.S.TIPS 10,477,896.000 10,360,611.89 10,583,198.85 3.18% 222,586.96 US AGENCIES 94,365,000.000 94,234,941.40 95,443,103.35 28.67% 1,208,161.95 712512016 6:09:10PM EDT 1 Workbench Asset Summary Report ID: GL8251 Base Currency: USD BNY MELLON by Asset Type with Sectors Alternate Base cnrrency: Exchange Rate: OCS LONG CHANDLER-OCSF07522202 6 30 2016 Status: FINAL Net Unrealized Cost Market Value % of Gain/Loss Description Shares Par Base Base Total Base US GOVERNMENTS 93,300,000.000 93,209,508.36 94,631,722.00 28.43% 1,422,213.64 WHOLE LOAN-CMO-COLLATERALIZED MTG OBLIG 450,939.640 450,937.59 451,038.85 0.14% 101.26 U.S.DOLLAR 314,461,710.340 315,447,303.90 317,915,666.55 95.50% 1,468,584.65 FIXED INCOME SECURITIES 314,481,710.340 315,447,303.90 317,915,888.55 95.50% 2,468,584.65 TOTAL ASSETS-BASE: 328,326,180.680 330,502,888.66 332,895,444.93 100.00% 2,392,556.28 712512016 6:09:10FM EDT 2 Workbench Asset Summary Report M: GL8251 Base Currency: USD BNY MELLON by Asset Type with Sectors Alternate Base Currency: Exchange Rate: ESCROWACCOURT-OCSFOT555502 6 30 2016 Status: FINAL Net Unrealized Cost Market Value % of Gain/Loss Description Shares Par Base Base Total Base FIXED INCOME SECURITIES U.B. DOLLAR US GOVERNMENTS 3,594,000.000 3,603,596.33 3,594,000.00 100.00% -9,596,33 TOTAL ASSETS-BASE: 3,594,000.000 3,603,596.33 3,594,000.00 100.00% -9,696.33 712512016 6:13:38PM EDT 1 Workbench Yield Analysis Report w: RAM234 Base Currency: BNY MELLON MSM7511102 6/30/2016 Liquid Oper-Pimco Units Held YTM/ Curren Moody's Market Total Cost %Type Option Security ID Security Description Call)EOP) t Quality Price Market Value %Market Adj Yield Rating Value Duration CASH &TEMPORARY Sum of Account Receivables 0.00 SUMRECV 207,132 AGENCY 8,000,000.00 FEDERAL HOME LN BK CONS DISC 0.16 A. 99.99 7,993,124 8.57 0.06 313384ZS1 MAT 07/22/2016 7,993,124 5.73 800,000.00 FEDERAL HOME LN BK CONS DISC 0.18 A. 99.99 799,403 0.86 0.07 313384ZXO MAT 07/27/2016 799,403 0.57 4,400,000.00 FEDERAL HOME LN BK CONS DISC 0.19 A. 99.99 4,397,922 4.71 0.03 313384ZHS MAT07/13/2016 4,397,922 3.15 1,000,000.00 FEDERAL HOME LN MTG CORP DISC 0.26 A. 99.98 999,405 1.07 0.06 313396ZS5 0.000%07/22/2016 DD 07/22/15 999,405 0.72 3,350,000.00 FEDERAL NATL MTG ASSN DISC NTS 0.26 A. 99.99 3,349,298 3.59 0.05 313588ZP3 MAT 07/19/2016 3,349,298 2.40 1,400,000.00 FEDERAL HOME LN BK CONS DISC 0.30 Aaa 100.00 1,398,530 1.50 0.03 313384ZG7 MAT 07/12/2016 1,398,530 1.00 1,500,000.00 FEDERAL HOME LN MTG CORP DISC 0.35 Asa 99.97 1,498,935 1.61 0.08 313396ZZ9 0.000%07/29/2016 DO 07/29/15 1,498,935 1.08 COMMERCIAL PAPER 1,800,000.00 TOYOTAMTRCRCPDISC 0.54 P-1 99.96 1,797,256 1.93 0.08 89233GGU4 07/28/2016 1,797,256 1.29 1,800,000.00 BANKTOKYO-MITSUBDISC 0.63 P-1 99.95 1,796,783 1.93 0.08 06538BGV9 07/29/2016 1,796,783 1.29 712512016 6:18:03PM FAT 1 Source:The Bad::of New York Mellon CoMomdon Yield Analysis Report ID: RAM234 Base Currency: USD BNY MELLON MSM7511102 6/30/2016 Liquid Ope R. Units Held YTM/ Curren Moody's Market Total Cost %Type Option Security ID Security Description Call JEOP) t Quality Price Market Value %Market Adj Yield Rating Value Duration 1,290,000.00 BANK TOKYO-MITSUB DISC 0.74 0.74 P-1 99.75 1,286,818 1.38 0.34 06538BKS1 10/26/2016 1,286,818 0.92 1,000,000.00 COOPERAT CENT DISC 0,84 OS4 P-1 99.58 995,753 1.07 0.50 21687AMK6 12/19/2016 995,753 0.71 OTHER 2,002,201.32 DREYFUS TREAS&AGY CSH CSH MG - A. 2,002,201 2.15 0.08 996085247 VAR RT 12/31/2049 DD 04/09/97 2,002,201 1.44 SUPRARATIONAL 3,000,000.00 IFC DISCOUNT NOTES 1.06 - 99.90 2,999,008 3.21 0.09 459516A67 0.000%08/03/2016 DD 08/03/15 2,999,008 2.15 5,000,000.00 IFC DISCOUNT NOTES 2.25 - 99.92 4,995,936 5.35 0.04 459516ZH6 0.000%07/13/2016 DD 07/13/15 4,995,936 3.58 TREASURIES AND AGENCIES 0 6,897,000.00 FEDERAL HOME LN BK CONS DISC N 0.43 A. 99.99 6,894,746 7.39 0.08 313384ZZS MAT 07/29/2016 6,894,746 4.95 TREASURY 46,100,000.00 US TREASURY BILL 0.13 Ase 99.99 46,081,691 49.38 0.04 912796JB6 0.000%07/14/2016 DD 01/14/16 46,081,691 33.06 4,000,000.00 US TREASURY BILL 0.17 Aaa 99.99 3,998,119 4.28 0.08 912796JC4 0.000%07/28/2016 DD 01/28/16 3,998,119 2.87 TOTAL:CASH&TEMPORARY 0.36 0.02 93,293,930 100.00 0.06 93,491,062 FIXED INCOME AGENCIES&OTHER GOUT OBL 712512016 6:18:03PM EDT 2 Source:The Bad::of New York Mellon CoMomdon Yield Analysis Report ID: RAM234 Base Currency: Ben BNY MELLON MSM7511102 6/30/2016 uquid Oper R. Units Held YTM/ Curren Moody's Market Total Cost %Type Option Security ID Security Description Call(EDP( t Quality Price Market Value %Market Adj Yield Rating Value Duration 3,225,000.00 FEDERAL HOME LN MTG CORP 0.43 0.87 Aaa 100A3 3,229,248 7.01 0.29 3137EADS5 0.875% 10/14/2016 DO 08/16/13 3,229,096 2.32 1,945,000.00 FEDERAL NATL MTG ASSN 0.44 1.25 A. 100.20 1,949,457 4.23 0.24 3135GOCM3 1.250%09/28/2016 DD 08/19/11 1,948,851 1.40 4,137,000.00 FEDERAL NAIL MTG ASSN 0.45 1.37 A. 100.35 4,152,296 9.01 0.37 3135GOES8 1.375% 11/15/2016 DO 10/20/11 4,151,273 2.98 2,000,000.00 FEDERAL HOME LN MTG CORP 0.46 2.00 Ann 100.23 2,007,060 4.35 0.15 3137EACW7 2.000%08/25/2016 DD 07/08/11 2,004,680 1.44 BANKS&FINANCE 1,000,000.00 BERKSHIRE HATHAWAY INC 0.71 2.20 Aa2 100.19 1,014,170 2.17 0.13 084670BB3 2.200%08/15/2016 DD 08/15/11 1,001,860 0.72 1,000,000.00 AMERICAN HONDA FINANCE CORP 0.73 1.12 Al 100.11 1,001,660 2.17 0.27 02665WAB7 1.125% 10/07/2016 DO 10/10/13 1,001,050 0.72 1,000,000.00 JOHN DEERE CAPITAL CORP 0.83 1.05 A2 100.06 1,001,070 2.17 0.28 24422ESD2 1.050% 10/11/2016 DD 10/11/13 1,000,620 0.72 1,000,000.00 WELLS FARGO&CO 0.83 1.25 A2 100.02 1,001,870 2.17 0.06 94974BFL9 1.250%07/20/2016 DD 07/29/13 1,000,230 0.72 1,000,000.00 GENERAL ELECTRIC CO 1.02 1.50 Al 100.02 1,007,290 2.17 0.03 3696206Z2 1.500%07/12/2016 DD 07/12/13 1,000,160 0.72 1,000,000.00 BANK OF NEW YORK MELLON CORP/T 1.02 2.30 Al 100.10 1,009,760 2.17 0.08 06406HBX6 2.300%07/28/2016 DO 07/28/11 1,000,990 0.72 1,000,000.00 JPMORGAN CHASE&CO 1.02 1.35 A3 100.20 1,000,470 2.17 0.62 46623EJY6 1.350%02/15/2017 DO 02/18/14 1,002,030 0.72 712512016 6:18:03PM EDT 3 Source:The Bad::of New York Mellon CoMomdon Yield Analysis Report ID: RAM234 Base Currency: Ben BNY MELLON MSM7511102 6/30/2016 Liquid Oper R. Units Held YTM/ Curren Moody's Market Total Cost %Type Option Security ID Security Description Call)EOP) t Quality Price Market Value %Market Adj Yield Rating Value Duration 1,000,000.00 WELLS FARGO&CO 1.09 2.08 A2 100S6 1,008,550 2.19 0.85 94974BFD7 2.100%05/08/2017 DD 05/07/12 1,008,590 0.72 1,000,000.00 BANK OF NEW YORK MELLON CORP/T 1.13 2.38 Al 100.69 1,008,120 2.19 0.47 06406HCA5 2.400%01/17/2017 DD 11/23/11 1,006,920 0.72 1,000,000.00 US BANCORP 1.25 2A9 Al 100.36 1,009,900 2.18 0.37 91159HHB9 2.200% 11/15/2016 DD 11/03/11 1,003,550 0.72 INDUSTRIALS 1,000,000.00 COCA-COLA CO/THE 0.71 1.80 As3 100.18 1,006,450 2.17 0.17 191216AU4 1.800%09/01/2016 DD 08/10/11 1,001,840 0.72 1,000,000.00 CISCO SYSTEMS INC 0.73 1.10 Al 100.25 1,002,660 2.18 0.67 17275RAT9 1.100%03/03/2017 DD 03/03/14 1,002,480 0.72 500,000.00 PEPSICO INC 0.75 0.95 Al 100.13 500,715 1.09 0.64 713448CM 0.950%02/22/2017 DD 02/28/14 500,635 0.36 1,000,000.00 APPLE INC 0.77 1.05 Aal 100.24 1,002,590 2.18 0.84 037833AM2 1.050%05/05/2017 DD 05/06/14 1,002,360 0.72 2,000,000.00 INTERNATIONAL BUSINESS MACHINE 0.98 1.95 Aa3 100.06 2,006,880 4.34 0.06 45920OGM 1.950%07/22/2016 DD 07/22/11 2,001,180 1.44 SUPRANATIONALS 2,500,000.00 INTERNATIONAL BANK FOR RECONST 0.38 1.00 A. 100.13 2,506,225 5.43 0.21 459058BS1 1.000%09/15/2016 DD 08/24/11 2,503,200 1.80 2,500,000.00 INTER-AMERICAN DEVELOPMENT BAN 0.41 0.62 Asa 100.04 2,499,150 5.43 0.20 4581XOCJS 0.625%09/12/2016 DD 09/12/14 2,501,075 1.79 TREASURIES 712512016 6:18:03PM EDT 4 Source:The Bad::of New York Mellon CoMomdon Yield Analysis Report ID: RAM234 Base Currency: USD BNY MELLON MSM7511102 6/30/2016 Liquid Oper R. Units Held YTM/ Curren Moody's Market Total Cost %Type Option Security ID Security Description Call)EOP) t Quality Price Market Value %Market Adj Yield Rating Value Duration 3,000,000.00 USTREASURY NOTE 0.21 0.62 Aaa 1W02 2,999,541 6.51 0.04 912828V 1 0.625%07/15/2016 DO 07/15/13 3,000,510 2.15 3,000,000.00 U S TREASURY NOTE 0.33 0.87 A. 100.11 3,003,760 6.52 0.21 91282E W7 0.875%09/15/2016 DD 09/15/13 3,003,420 2.15 2,000,000.00 U S TREASURY NOTE 0.36 1.00 A. 100.16 2,005,788 4.35 0.25 912828RJ1 1.000%09/30/2016 DD 09/30/11 2,003,220 1.44 3,000,000.00 U S TREASURY NOTE 0.36 0.62 Ann 100.10 3,003,291 6.52 0.37 912828WF3 0.625% 11/15/2016 DO 11/15/13 3,002,940 2.15 3,000,000.00 U S TREASURY NOTE 0.39 3.10 Aaa 100.91 3,029,893 6.57 0.33 912828LU2 3.125% 10/31/2016 DD 10/31/09 3,027,420 2.17 TOTAL:=D INCOME 0.56 1.36 45,966,864 100.00 0.28 45,910,180 TOTAL:Liquid Oper-Pimco 0.42 0.52 139,250,794 300.00 0.13 139,401,241 712512016 6:18:03PM EDT 5 Source:The Bardr of New York Mellon CoMomdon Yield Analysis Report w: RAM234 Base Currency: BNY MELLON MSM7522202 6/30/2016 Long Term Oper-Plmco Units Held YTM/ Curren Moody's Market Total Cost %Type Option Security ID Security Description Call(EOP) t Quality Price Market Value %Market Adj Yield Rating Value Duration CASH &TEMPORARY Sum of Account Receivables 0.00 SUMRECV 1,212,523 COMMERCIAL PAPER 6,630,000.00 BANK TOKYO-MITSUB DISC 0.74 0.74 P-1 99.75 6,613,646 48.02 0.34 06538BKS1 10/26/2016 6,613,646 1.99 5,000,000.00 TOYOTA MTR CR CP DISC 1.48 P-1 99.42 4,979,261 36.14 0.39 89233GW3 11/18/2016 4,978,261 1.50 OTHER 68,128.13 SLH PROXY LONG EXPOSURE - - 104,813 0.21 - 99WAEU30 SLHOPNTA4 28,784 0.01 2,146,342.21 DREYFUS TREAS&AGY CSH CSH MG - A. 2,146,342 15.58 0.08 996085247 VAR RT 12/31/2049 DD 04/09/97 2,146,342 0.64 US CASH 1.00 USD(UNITED STATES DOLLAR) - - 0 0.00 - NA9123459 GL PAYABLES RECEIVABLES 0 0.00 TOTAL:CASH&TEMPORARY 1.06 0.42 13,843,062 100.00 0.32 14,979,556 FIXED INCOME AGENCIES&OTHER GOVT GEL 4,000,000.00 FEDERALNATLMTGASSN 0.45 1.37 Asa 100.35 4,044,200 1.26 0.37 3135GOES8 1.375% 11/15/2016 DD 10/20/11 4,013,800 1.21 712512016 6.20:25PM FAT 1 Source:The Bad::of New York McOon CoMomdon Yield Analysis Report 1D: RAM234 Base Currency: Den BNY MELLON 0CSM7522202 6/30/2016 Long Term Oper-Plmco Units Held YTM/ Curren Moody's Market Total Cost %Type Option Security ID Security Description Call(EDP( t Quality Price Market Value %Market Adj Yield Rating Value Duration 5,000,000.00 FEDERAL HOME LN MTG CORP 0.51 0.50 Aaa 300.00 4,991,050 1.57 0.57 3137EADU0 0.500%O1/27/2017 DO 01/16/15 4,999,750 1.50 5,000,000.00 FEDERAL HOME LN BK CONS BD 0.58 1.00 A. 100.39 5,025,100 1.57 0.94 313379FW4 1.000%06/09/2017 DD 05/10/12 5,019,550 1.51 5,000,000.00 FEDERAL HOME LN MTG CORP 0.61 095 A. 100.15 4,994,250 1.57 1.03 3137EADV8 0.750%07/14/2017 DD 05/29/15 5,007,430 1.50 5,000,000.00 FEDERAL HOME LN MTG CORP 0.64 0.75 Aen 100.17 4,967,500 1.57 1.52 3137EADN6 0.750%O1/12/2018 DO 11/21/12 5,008,550 1.50 7,500,000.00 FEDERAL HOME LN BK CONS BD 0.68 1.36 Aaa 101.17 7,544,850 2.38 1.67 313378A43 1.375%03/09/2018 DD 02/13/12 7,587,450 2.28 5,000,000.00 FEDERAL NAIL MTG ASSN 0.75 L11 A. 100.91 4,963,950 1.58 2.42 3135GO072 1.125% 12/14/2018 DD 11/03/15 5,043,430 1.52 5,000,000.00 FEDERAL HOME LN MTG CORP 0.76 0.87 A. 100.18 4,974,100 1.57 1.67 3137EADP1 0.875%03/07/2018 DO 01/17/13 5,009,200 1.50 7,500,000.00 FEDERAL HOME LN BK CONS BD 0.82 1.47 A. 101.82 7,589,190 2.39 2.63 3133782M2 1.500%03/08/2019 DO 02/06/12 7,636,200 2.29 5,000,000.00 FEDERAL NAIL MTG ASSN 0.87 1.70 A. 102.77 5,021,500 1.61 3.11 31350OZG1 1.750%09/12/2019 DD 07/28/14 5,138,450 1.54 7,500,000.00 FEDERAL HOME LN MTG CORP 0.88 1.24 Asa 101.19 7,399,650 2.38 3.18 3137EADMS 1.250% 10/02/2019 DO 10/02/12 7,589,100 2.28 5,000,000.00 FEDERAL NATL MTG ASSN 1.01 1.47 Aaa 101.92 4,955,650 1.60 3.87 3135GOD75 1.500%06/22/2020 DO 04/27/15 5,096,050 1.53 5,000,000.00 FEDERAL HOME LN BE CONS BD 1.06 1.70 A. 102.66 5,008,950 1.61 3.83 313383HU8 1.750%06/12/2020 DD 06/03/13 5,133,050 1.54 712512016 6.20:25PM EDT 2 Source:The Bad of New York Mellon CoMomdon Yield Analysis Report ID: RAM234 Base Currency: USD BNY MELLON MSM7522202 6/30/2016 Long Term Oper-Plmco Units Held YTM/ Curren Moody's Market Total Cost %Type Option Security ID Security Description Call)EOP) t Quality Price Market Value %Market Adj Yield Rating Value Duration 7,500,000.00 FEDERAL NATL MTG ASSN 1.11 1.47 Aaa 10190 7,370,726 2.39 4.28 3135GOF73 1.500% 11/30/2020 DO 10/19/15 7,627,200 229 5,365,000.00 FEDERAL HOME LN BK CONS BD 1.11 1.36 A. 101.19 5,343,325 1.70 4.48 3130A7CV5 1.375%02/18/2021 DO 02/18/16 5,428,253 1.63 10,000,000.00 FEDERAL NAM MTG ASSN 1.15 L36 A. 101.04 10,040,950 3.17 4.50 3135GOJ20 1.375%02/26/2021 DD 02/05/16 10,103,600 3.04 BARNS&FIRARCE 600,000.00 BANK OF"ERICA NA 0.97 1.05 Al 100.07 600,000 0.19 0.10 06050TLX8 VARRT 05/08/2017DD05/08/14 600,444 0.18 500,000.00 WELLS FARGO BANK NA I.05 0.91 Aa2 99.87 500,000 0.16 0.19 94988J2L0 VAR RT 06/15/2017 DO 06/12/14 499,350 0.15 5,000,000.00 GENERAL ELECTRIC CO 1.31 2.13 Al 103.07 5,014,950 1.61 3.34 36962G7M0 2.200%O1/09/2020 DO 01/09/15 5,153,550 1.55 5,000,000.00 JOHN DEERE CAPITAL CORP 1.31 2.23 A2 103.10 5,046,994 1.62 3.08 24422ESS9 2.300%09/16/2019 DO 09/15/14 5,154,950 1.55 2,900,000.00 AMERICAN EXPRESS CO 1.52 6.41 A3 109.23 3,377,386 0.99 1.61 025816AYS 7.000%03/19/2018 DO 03/19/08 3,167,757 0.95 3,800,000.00 BANK OF"ERICA CORP 1.57 5.43 Baal 103.84 4,334,014 1.26 1.37 060505DP6 5.750% 12/O1/2017 DD 12/04/07 4,022,072 1.21 2,120,000.00 BANK OF NEW YORK MELLON CORP/T 1.64 2.25 Al 102.04 2,142,175 0.68 3.06 06406HCW7 2.300%09/11/2019 DO 09/11/14 2,163,227 0.65 600,000.00 GOLDMAN SACHS GROUP INC/THE 1.66 5.59 A3 106.53 692,806 0.20 1.46 38141GFG4 5.950%O1/18/2018 DO 01/18/08 639,174 0.19 712512016 6.20:25PM EDT 3 Source:The BaN of New York Mellon CoMomdon Yield Analysis Report ID: RAM234 Base Currency: USD BNY MELLON 0CSM7522202 6/30/2016 Long Term Oper-Plmco Units Held YTM/ Curren Moody's Market Total Cost %Type Option Security ID Security Description Call(EDP( t Quality Price Market Value %Market Adj Yield Rating Value Duration 3,000,000.00 HSBC USA INC 1.74 1.63 A2 99S2 3,003,290 0.94 1.51 40428HPH9 1.625%O1/16/2018 DO 12/20/12 2,994,660 0.90 3,200,000.00 BEAR STEARNS COS LLC/THE 1.78 4.40 A3 105.63 3,523,520 1.06 1.88 073902CDB 4.650%07/02/2018 DD 06/25/03 3,380,064 1.02 2,000,000.00 JPMORGAN CHASE&CO 1.85 2.22 A3 101.38 1,994,890 O.64 3.39 46625HKA7 2.250%O1/23/2020 DD 01/23/15 2,027,500 0.61 5,000,000.00 WELLS FARGO d CO 1.89 2.53 A2 102.77 5,OO1,650 1.61 3.82 94974BGM6 2.600%07/22/2020 DO 07/22/15 5,138,600 1.54 1,250,000.00 HSBC USA INC 2.36 2.35 A2 99.97 1,222,788 0.39 3.49 40428HPR7 2.350%03/05/2020 DD 03/05/15 1,249,588 0.38 2,800,000.00 MORGAN STANLEY 2.51 C82 A3 114.19 3,200,848 1.00 4.42 61747WA13 5.500%07/28/2021 DD 07/28/11 3,197,264 0.96 600,000.00 ESC LEHMAN BRTH HLD ESCROW - - 6.88 362,825 0.01 - 525ESCIB7 0.000% 11/24/2013 DO O1/22/08 41,250 0.01 2,000,000.00 LEHMAN BRTH HLD ESC - - 6.75 1,241,321 0.04 - 525ESCOY6 0.000% 12/30/2016 DD 10/24/05 135,000 0.04 CARDB 2,500,000.00 CHASE ISSUANCE TRUST AS AS 0.78 1.01 A. 100.07 2,499,121 0.78 0.29 161571GC2 LO 10% 10/15/2018 DD 10/31/13 2,501,675 0.75 1,810,000.00 HONDA AUTO RECEIVABLES 20 2 A3 1.04 1.38 Asa 100.73 1,809,965 0.57 2.07 43814QAC2 1.390%04/15/2020 DD 05/31/16 1,823,213 0.55 CARS 1,651,134.81 TOYOTA AUTO RECEIVABLES C A2A 0.78 0.92 Aaa 100.04 1,651,002 0.52 0.28 89231TA136 0.920%02/15/2018 DD 08/26/15 1,651,779 0.50 712512016 6.20:25PM EDT 4 Source:The BaN of New York Mellon CoMomdon Yield Analysis Report ID: RAM234 Base Currency: USD BNY MELLON MSM7522202 6/30/2016 Long Term Oper-Plmco Units Held YTM/ Curren Moody's Market Total Cost %Type Option Security ID Security Description Call(EDP( t Quality Price Market Value %Market Adj Yield Rating Value Duration 1,818,488.26 HONDA AUTO RECEIVABLES 20 1 A3 0.78 0.67 Aaa 99.97 1,812,948 0.57 0.27 43813JAC9 0.670% 11/21/2017 DO 02/27/14 1,817,906 0.55 1,789,324.28 TOYOTA AUTO RECENABLES 2 A A3 0.85 0.67 A. 99.93 1,785,620 0.56 0.36 89231MAC9 0.670% 12/15/2017 DO 03/19/14 1,788,125 0.54 1,174,856.27 HONDA AUTO RECEIVABLES 202 A3 0.87 097 A. 99.95 1,174,030 0.37 0.45 43814GAC4 0.770%03/19/2018 DO 05/21/14 1,174,237 0.35 3,595,000.00 TOYOTA AUTO RECEIVABLES 2 A A3 0.93 1.12 Asa 100.18 3,594,456 1.13 1.02 89236WAC2 1.120%02/15/2019 DO 03/04/15 3,601,471 1.08 2,565,000.00 HONDA AUTO RECEIVABLES 20 1 A2 0.94 1.01 - 100.06 2,564,744 0.80 0.84 43814NAB1 1.010%06/18/2018 DO 02/25/16 2,566,642 0.77 EQUIPMEST LOAms 3,618,060.90 JOHN DEERS OWNER TRUST 20 B A3 0.94 L07 A. 100.04 3,619,757 1.13 0.31 477877AD6 1.070% 11/15/2018 DD 09/03/14 3,619,590 1.09 2,420,000.00 JOHN DEERE OWNER TRUST 20 A A3 1.12 1.36 Asa 100.37 2,419,619 0.76 1.50 47788MAC4 1.360%04/15/2020 DO 03/02/16 2,428,881 0.73 FANNIE MAE REMIC 61,114.86 FNMA GTD REMIC P/T 07-114 A6 -31.22 0.40 Aaa 99.74 58,136 0.02 0.17 31396X3Q5 VAR RT 10/27/2037 DO 11/30/07 60,957 0.02 394,903.38 FNMA GM REMIC P/T 11-3 FA 0.91 L 12 A. 100.83 394,780 0.12 -2.03 31397QRE0 VAR RT 02/25/2041 DO 01/25/11 399,276 0.12 FNLMC 2,532.11 FHLMC POOL#78-6064 1.54 2.66 Asa 103.48 2,470 0.00 0.56 31348SWM VAR RT 01/01/2028 DO 12/01/97 2,620 0.00 FNMA 712512016 6.20:25PM BUT 5 Source:The Bad::of New York Mellon CoMomdon Yield Analysis Report ID: RAM234 Base Currency: USD BNY MELLON MSM7522202 6/30/2016 Long Term Oper-Plmco Units Held YTM/ Curren Moody's Market Total Cost %Type Option Security ID Security Description Call(EDP( t Quality Price Market Value %Market Adj Yield Rating Value Duration 36,358.14 FNMA POOL 00826080 1.19 4.49 Aaa 111.32 39,085 0.01 1.57 3140711 R7 5.000%07/O1/2035 DO 06/O1/05 40,475 0.01 363,587.89 FNMA POOL#0466397 1.40 3.15 A. 107.89 355,720 0.12 3.91 31381PDM 3.400% 11/01/2020 DO 11/01/10 392,260 0.12 199,201.19 FNMA POOL#0357969 1.42 C50 A. 111.12 214,141 0.07 1.61 31376RT22 5.000%09/O1/2035 DO 09/O1/05 221,334 0.07 5,934.38 FNMA POOL#0748678 1.44 4.48 Axe 111.64 6,379 0.00 1.95 31403GXF4 5.000% 10/01/2033 DO 10/01/03 6,625 0.00 194,771.98 FNMA POOL#0745580 1.45 4.49 A. 111.30 209,380 0.07 1.81 31403Wn 5.000%06/O1/2036 DO 05/01/06 216,783 0.07 389,487.05 FNMA POOL#0888336 1.59 C50 A. 111.21 418,699 0.14 2.04 31410F4V4 5.000%07/O1/2036 DD 04/01/07 433,145 0.13 351,305.19 FNMA POOL#0815971 1.59 4.50 Ana 111.14 377,633 0.12 1.88 31406PQYS 5.000%03/O1/2035 DO 03/O1/05 390,434 0.12 184,521.46 FNMA POOL#0823358 1.65 2.75 Aaa 105.06 183,080 0.06 0.64 31406XWTS VAR RT 02/O1/2035 DO 04/01/05 193,853 0.06 22,029.23 FNMA POOL#OAL0869 1.77 4.13 A. 109.09 23,298 0.01 2.64 3138EG6F6 4.500%06/O1/2029 DD 09/O1/11 24,030 0.01 34,250.28 FNMA POOL#OMA0022 1.80 4.13 Ana 109.08 36,223 0.01 2.73 31417YAY3 4.500%04/O1/2029 DO 03/O1/09 37,361 0.01 28,935.71 FNMA POOL#0257179 1.85 4.13 A. 109.08 30,602 0.01 3.03 31371NOC7 4.500%04/O1/2028 DO 03/O1/08 31,564 0.01 FREDDIE MAC MULTICLASS 712512016 6.20:25PM EDT 6 Source:The Bad::of New York Mellon CoMomdon Yield Analysis Report ID: RAM234 Base Currency: USD BNY MELLON MSM7522202 6/30/2016 Long Term Oper-Plmco Units Held YTM/ Curren Moody's Market Total Cost %Type Option Security ID Security Description Call(EDP( t Quality Price Market Value %Market Adj Yield Rating Value Duration 55,235.25 FHLMC MULTICLASS MTG E3 A 0.83 2.92 Aaa 102.84 55,293 0.02 0.44 3133TCE95 VAR RT 08/15/2032 DD 12/01/97 56,803 0.02 900,000.00 FHLMC MULTICLASS MTG X006 A2 1.30 3.88 NR 109.68 951,047 0.31 3.21 31398VJ98 4.251%01/25/2020 DD 04/01/10 987,075 0.30 1,057,136.30 Fll MC MULTICLASS MTG 592A 2.38 5A5 A. 119.23 1,197,241 0.40 1.88 31394JY35 6.500%09/25/2043 DD 09/01/03 1,260,435 0.38 GNMA 94,473.41 GNMA II POOL#0080965 0.64 1.98 Aaa 104.28 94,414 0.03 0.33 36225DCBS VAR RT 07/20/2034 DD 07/01/04 98,512 0.03 31,171.91 GNMA II POOL#080088M 1.09 1.99 A. 103.74 31,854 0.01 1.09 36225CC20 VAR RT 06/20/2027 DD 06/01/97 32,339 0.01 26,862.04 GNMA II POOL#0080023 1.10 1.99 A. 103.66 27,307 0.01 0.57 36225CA29 VAR RT 12/20/2026 DD 12/01/96 27,846 0.01 11,149.14 GNMA II POOL#0080395 1.13 1.99 Aaa 103.84 11,048 0.00 0.91 36225CNM4 VAR RT 04/20/2030 DD 04/01/00 11,577 0.00 87,999.49 GNMA II POOL#080408X 1.16 1.99 A. 103.78 87,106 0.03 1.03 36225CN28 VAR RT 05/20/2030 DD 05/01/00 91,323 0.03 GNMA REMIC 38,571.27 GNMA GTD REMIC P/T 00-9 FH 0.60 0.93 A. 100.52 38,571 0.01 0.15 3837114NX9 VAR RT 02/16/2030 39,770 0.01 HOME EQUITY 133,743.29 AMRESCO RESIDENTW SECURI 1 A 1.93 1.01 - 92.67 100,433 0.04 0.00 03215PFN4 VAR RT 06/25/2029 DD 10/20/99 123,945 0.04 INDUSTRIALS 712512016 6.20:25PM EDT 7 Source:The Bad::of New York Mellon CoMomdon Yield Analysis Report ID: RAM234 Base Currency: Den BNY MELLON MSM7522202 6/30/2016 Long Term Oper-Plmco Units Held YTM/ Curren Moody's Market Total Cost %Type Option Security ID Security Description Call)EOP) t Quality Price Market Value %Market Adj Yield Rating Value Duration 2,000,000.00 INTEL CORP 0.94 1.34 Al 1W59 2,008,280 0.63 1.44 458140AL4 1.350% 12/15/2017 DO 12/11/12 2,011,860 0.60 2,000,000.00 CHEVRON CORP 0.99 1.10 Aa2 100.17 1,988,600 0.63 1.42 166764AA8 1.104% 12/05/2017 DD 12/05/12 2,003,300 0.60 4,000,000.00 ELI LILLY&CO 1.07 L91 A2 102.35 4,009,675 1.28 2.63 532457BF4 1.950%03/15/2019 DO 02/25/14 4,093,840 1.23 4,000,000.00 AMERICAN HONDA FINANCE CORP 1.19 2.18 Al 103.26 4,046,640 1.29 3.00 02665WAH4 2.250%08/15/2019 DD 09/09/14 4,130,200 1.24 2,000,000.00 OCCIDENTAL PETROLEUM CORP 1.27 1.49 A3 100.36 1,986,340 0.63 1.59 674599CD5 1.500%02/15/2018 DD 06/22/12 2,007,280 0.60 5,000,000.00 QUALCOMM INC 1.51 2A9 Al 102.78 4,995,195 1.61 3.72 74752SMS 2.250%05/20/2020 DO 05/20/15 5,139,100 1.54 3,000,000.00 =ON MOBIL CORP 1.53 2.16 Asa 103.11 3,016,097 0.97 4.42 30231GAV4 2.222%03/01/2021 DO 03/03/16 3,093,150 0.93 4,000,000.00 APPLE INC 1.60 2.19 Aal 102.89 4,050,840 1.29 4.40 037833BSB 2.250%02/23/2021 DO 02/23/16 4,115,520 1.24 2,500,000.00 CHEVRON CORP 1.69 2.06 Aa2 101.91 2,485,350 0.80 4.64 166764BG4 2.100%05/16/2021 DO 05/16/16 2,547,725 0.77 OTHER CMO BOW AGENCIES 91,130.06 SBA GTD PARTN CTFS 2001-20C 1 0.81 5.87 Asa 108.06 91,130 0.03 1.43 93162CWO 6.340%03/01/2021 98,476 0.03 450,939.64 NCUA GUARANTEED NOTES TR R2 lA 1.26 1.36 Asa 100.02 450,938 0.14 0.02 62888UAA8 VARRT 11/06/2017DDll/17/10 451,039 0.14 STUDENT 712512016 6.20:25PM EDT 8 Source:The BaN of New York Mellon CoMomdon Yield Analysis Report ID: RAM234 Base Currency: USD BNY MELLON 0CSM7522202 6/30/2016 Long Term Oper-Plmco Units Held YTM/ Curren Moody's Market Total Cost %Type Option Security ID Security Description Call)EOP) t Quality Price Market Value %Market Adj Yield Rating Value Duration 39,605.17 SUM STUDENT WAN TRUST 200 9 A 2.15 2.14 Aaa 99.93 39,444 0.01 0.07 78445JAA5 VAR RT 04/25/2023 DO 08/28/08 39,579 0.01 SUPRARATIORALS 5,000,000.00 INTERNATIONAL FINANCE CORP 0.68 1.00 A. 100.26 5,020,700 1.57 0.81 45950KBS8 1.000%04/24/2017 DO 04/24/12 5,013,100 1.51 5,000,000.00 INTER-AMERICAN DEVELOPMENT BAN 0.75 1.00 Aaa 100.26 5,019,550 1.57 1.03 4581XOCG1 1.000%07/14/2017 DO 04/30/14 5,012,850 1.51 5,000,000.00 INTERNATIONAL BANK FOR RECONST 0.77 1.00 Aaa 100.45 4,991,170 1.57 1.94 459058EJ8 1.000%06/15/2018 DO 04/30/15 5,022,650 1.51 TIPS 0.00 US TREAS-CPI MFLAT 0.97 1.05 Aaa 106.96 0 0.00 3.06 912828PP9 1.125%01/15/2021 DO 01/15/11 0 0.00 10,477,896.00 US TREAS-CPI INFLAT 1.41 0.12 A. 101.01 10,360,612 3.32 5.58 912828W 6 0.125%07/15/2024 DO 07/15/14 10,583,199 3.18 TREASURIES 10,000,000.00 U S TREASURY NOTE 0.30 0.50 Ass 100.03 9,999,047 3.13 0.17 91282SD64 0.500%08/31/2016 DO 08/31/14 10,003,300 3.00 11,000,000.00 U S TREASURY NOTE 0.37 0.50 Aaa 100.05 10,974,972 3.45 0.42 91282BG46 0.500% 11/30/2016 DO 11/30/14 11,005,940 3.31 7,500,000.00 U S TREASURY NOTE 0.51 0.87 A. 100.30 7,500,611 2.36 0.83 912828SS0 0.875%04/30/2017 DO 04/30/12 7,522,800 2.26 10,000,000.00 U S TREASURY NOTE 0.57 0.87 Aas 100.41 9,948,784 3.15 1.37 91282SG20 0.875% 11/15/2017 DO 11/15/14 10,041,400 3.02 712512016 6.20:25PM EDT 9 Source:The BaN of New York Mellon CoMomdon Yield Analysis Report ID: RAM234 Base Currency: USD BNY MELLON MSM7522202 6/30/2016 Long Term Oper-Plmco Units Held YTM/ Curren Moody's Market Total Cost %Type Option Security ID Security Description Call)EOP) t Quality Price Market Value %Market Adj Yield Rating Value Duration 3,500,000.00 U S TREASURY NOTE 0.59 0.75 Aaa 100.27 3,496,457 1.10 1.65 912828UR9 0.750%02/28/2018 DO 02/28/13 3,509,555 1.05 11,000,000.00 U S TREASURY NOTE 0.68 1.47 A. 102.09 11,042,439 3.52 2.53 91282BB33 1.500%01/31/2019 DD 01/31/14 11,229,900 3.37 10,000,000.00 U S TREASURY NOTE 0.72 L58 A. 102.67 9,984,307 3.22 2.94 912828WSS 1.625%06/30/2019 DD 06/30/14 10,266,800 3.08 10,000,000.00 U S TREASURY NOTE 0.74 1.58 Aaa 102.70 10,024,777 3.22 3.00 912828WW6 1.625%07/31/2019 DO 07/31/14 10,269,900 3.09 5,800,000.00 US TREASURY NOTE 0.77 1.70 A. 103.13 5,873,187 1.87 3.16 912828F39 1.750%09/30/2019 DD 09/30/14 5,981,482 1.80 7,500,000.00 U S TREASURY NOTE 0.81 L47 A. 102.33 7,449,635 2.40 3.34 912828061 1.500% 11/30/2019 DD 11/30/14 7,674,600 2.31 5,500,000.00 U S TREASURY NOTE 0.95 1.35 A. 101.81 5,424,667 1.75 4.21 912828L99 1.375% 10/31/2020 DO 10/31/15 5,599,495 1.68 1,500,000.00 U S TREASURY NOTE 0.98 1.35 A. 101.77 1,491,626 0.48 4.44 91282SN89 1.375%01/31/2021 DO 01/31/16 1,526,550 0.46 US TABABLB MUNI BONDS 2,440,000.00 PORT AUTR OF NEW YORK&NEW JE 1.29 4.68 Aa3 113.42 2,507,634 0.87 3.17 73358WA09 5.309% 12/01/2019 DD 07/01/09 2,767,399 0.83 1,400,000.00 NEW YORK CITY NY TRANSITIONAL 1.72 3.71 Ael 109.79 1,400,000 0.48 3.99 64971M5ES 4.075% 11/01/2020 DO 11/03/10 1,537,046 0.46 400,000.00 UNW OF CALIFORNIA CA ROTS MED 1.94 4.40 Aa3 114.35 400,000 0.14 4.38 913366EJ5 5.035%05/15/2021 DO 11/18/10 457,388 0.14 712512016 6.20:25PM EDT 10 Source:The BUNG of New York Mellon CoMomtfon Yield Analysis Report ID: RAM234 Base Currency: USD BNY MELLON MSM7522202 6/30/2016 Long Term Oper-Pismo Units Held YTM/ Curren Moody's Market Total Cost %Type Option Security ID Security Description Call)EOP) t Quality Price Market Value %Market Adj Yield Rating Value Duration TOTAL:FIXED INCOME 0.96 1.55 315,447,304 100.00 2.44 317,915,889 TOTAL:Long Term Oper.Plmco 0.96 1.51 329,290,366 100.00 2.35 332,895,445 712512016 6.20:25PM EDT 11 Source:The Bad::of New York Mellon CoMormwn Yield Analysis Report w: RAM234 Base cy: BNY MELLON OCSFO7666602 6/30/2016 O.C.S.Escrow Account Units Held YTM/ Curren Moody's Market Total Cost %Type Option Security ID Security Description Call)EOP) t Quality Price Market Value %Market Adj Yield Rating Value Duration CASH &TEMPORARY Sum of Account Receivables 0.00 SUMRECV 0 TOTAL:CASH&TEMPORARY 0.00 0.00 100.00 0 FIXED INCOME TREASURIES 3,594,000.00 USTREASURYNOTE - Aaa 3,603,596 100.00 - 912828SK7 0.375%03/15/2015 DD 03/15/12 3,594,000 100.00 TOTAL:FIRED INCOME 0.00 0.00 3,603,596 100.00 3,594,000 TOTAL:O.C.S.Escrow Account 0.00 0.00 3,603,596 300.00 3,594,000 712512016 6:24:OOPM EDT 1 Source:The Bank of New York McOon CoMomdon Asset Detail Report ID: OLS013 Base Currency: USD BNY MELLON by Currency Alternate Base Currency: Exchange Rate: OCSD-CONSOLIDATM-OCSOOOOl000O 6/30/2016 Status: FINAL Net Unrealized Price Cost Market Value % of Gain/Loss Description M9m Base Shares Par Base Base Total Base U.S. DOLLAR CASH&CASH EQUIVALENTS INTEREST RECEIVABLE 1,419,637.68 1,419,637.68 0.30% 0.00 RECEIVABLE FOR INVESTMENTS 17.12 17.12 0.00% 0.00 SOLD BANK TOKYO-MITSUB DISC 99.8213 1,800,000.000 1,796,782.50 1,796,782.50 0.38% 0.00 07/29/2016 SEC ID:06538BGV9 BANK TOKYO-MITSUB DISC 99.7333 7,920,000.000 7,900,463.98 7,900,463.98 1.66% 0.00 10/26/2016 SEC ID:06538BKS1 COOPERAT CENT DISC 99,5753 1,000,000.000 995,753.33 995,753.33 0.21% 0.00 12/19/2016 SEC TO 21687AMK6 FEDERAL HOME LN BK CONS DISC 99.8950 1,400,000.000 1,398,530.00 1,398,530.00 0.29% 0.00 MAT 07/12/2016 SEC ID:313384ZG7 FEDERAL HOME LN BK CONS DISC 99.9528 4,400,000.000 4,397,921.88 4,397,921.88 0.92% 0.00 MAT 07/13/2016 SEC ID:313384ZH5 FEDERAL HOME LN BK CONS DISC 99.9141 8,000,000.000 7,993,124.44 7,993,124.44 1.68% 0.00 MAT 07/22/2016 SEC ID:313384ZS1 FEDERAL HOME LN BE CONS DISC 99.9254 800,000.000 799,403.11 799,403A l 0.17% 0.00 MAT 07/27/2016 SEC ID:313384= FEDERAL HOME LN BK CONS DISC N 99.9673 6,897,000.000 6,894,745.89 6,894,745.89 1.45% 0.00 MAT 07/29/2016 SEC ID:313384ZZ5 FEDERAL HOME LN MTG CORP DISC 99,9405 1,000,000.000 999,405.00 999,405.00 0.21% 0.00 0.000%07/22/2016 DO 07/22/15 SEC ID:313396ZS5 FEDERAL HOME LN MTG CORP DISC 99.9290 1,500,000.000 1,498,935.00 1,498,935.00 0.31% 0.00 0.000%07/29/2016 DD 07/29/15 SEC ID:313396ZZ9 FEDERAL NATL MTG ASSN DISC NTS 99.9492 3,350,000.000 3,348,298.47 3,348,298.47 0.70% 0.00 MAT 07/19/2016 SEC ID:313588ZP3 IFC DISCOUNT NOTES 99.9669 3,000,000.000 2,999,008.32 2,999,008.32 0.63% 0.00 0.000%08/03/2016 DD 08/03/15 SEC ID:459516A67 711312016 1:21:19PM EDT 1 Workbench Asset Detail Report Hk OLS013 Base Currency: USD BNY MELLON by Currency Alternate Base Currency: Exchange Rate: OCSD-CONSOLIDATED-OCSG00010000 6/30/2016 Status: FINAL Net Unrealized Price Cost Market Value % of Gain/Loss Description Base Shares Par Base Base Total Base IFC DISCOUNT NOTES 99.9187 5,000,000.000 4,995,936.11 4,995,936.11 1.05% 0.00 0.000%07/13/2016 DD 07/13/15 SEC ID:459516ZH6 TOYOTA MTR CR CP DISC 99.8476 1,800,000.000 1,797,256.00 1,797,256.00 0.38% 0.00 07/28/2016 SEC ID:89233GGU4 TOYOTA MTR CR CP DISC 99.5652 5,000,000.000 4,978,261.10 4,978,261.10 1.05% 0.00 11/18/2016 SEC ID:8923301J3 U S TREASURY BILL 99.9603 46,100,000.000 46,081,691.21 46,081,691.21 9.68% 0.00 0.000%07/14/2016 DD 01/14/16 SEC ID:91279WB6 U S TREASURY BILL 99.9530 4,000,000.000 3,998,119.11 3,998,119.11 0.84% 0.00 0.000%07/28/2016 DO 01/28/16 SEC ID:91279WC4 DREYFUS TREAS&AGY CSH CSH MG 100.0000 4,148,543.530 4,148,543.53 4,148,543.53 0.87% 0.00 VAR RT 12/31/2049 DO 04/09/97 SEC ID:996085247 SLH PROXY LONG EXPOSURE 0,4225 68,128.130 104,812.50 28,784.13 0.01% -76,028.37 SLHOPNTA4 SEC ID:99WAEU30 TOTAL CASH&CASH EQUWALENTS 107,183,671.660 108,546,646.28 108,470,617.91 22.79% -76,029.37 F=D INCOME SECURITIES AMERICAN EXPRESS CO 109,2330 2,900,000.000 3,377,385.79 3,167,757.00 0.67% -209,628.79 7.000%03/19/2018 DD 03/19/08 SEC ID:025816AY5 AMERICAN HONDA FINANCE CORP 100.1050 1,000,000.000 1,001,660.00 1,001,050.00 0.21% -610.00 1.125% 10/07/2016 DD 10/10/13 SEC ID:02665WAB7 AMERICAN HONDA FINANCE CORP 103.2550 4,000,000.000 4,046,640.00 4,130,200.00 0.87% 83,560.00 2.250%08/15/2019 DD 09/09/14 SEC ID:02665WAH4 AMRESCO RESIDENTIAL SECURI 1 A 92,6740 133,743.290 100,432.85 123,945.26 0.03% 23,512.41 VAR RT 06/25/2029 DD 10/20/99 SEC ID:03215PFN4 APPLE INC 100.2360 1,000,000.000 1,002,590.00 1,002,360.00 0.21% -230.00 1.050%05/05/2017 DD 05/06/14 SEC ID:037833AM2 APPLE INC 102.8980 4,000,000.000 4,050,840.00 4,115,520.00 0.86% 64,680.00 2.250%02/23/2021 DD 02/23/16 SEC ID:037833BS8 711312016 1:21:19PM EDT 2 Workbench Asset Detail Report ID: OLS013 Base Currency: USD BNY MELLON by Currency Alternate Base Currency: Exchange Rate: OCSD-CONSOLIDATED-OCSG00030000 6/30/2016 Status: FINAL Net Unrealized Price Cost Market Value % of Gain/Loss Description Base Shares Par Base Base Total Base BANK OF AMERICA CORP 105.8440 3,800,000.000 4,334,014.00 4,022,072.00 0.85% -311,942.00 5,750% 12/01/2017 DD 12/04/07 SEC ID:060505DP6 BANK OF AMERICA NA 100.0740 600,000.000 600,000.00 600,444.00 0.13% 444.00 VARRT 05/08/2017DD05/08/14 SEC ID:06050TLX8 BANK OF NEW YORK MELLON 100.0990 1,000,000.000 1,008,760.00 1,000,990.00 0.21% -7,770.00 CORP/T 2.300%07/28/2016 DD 07/28/11 SEC ID:06406HBX6 BANK OF NEW YORK MELLON 100.6920 1,000,000.000 1,008,120.00 1,006,920.00 0.21% -1,200.00 CORP/T 2A00%01/17/2017 DO 11/23/11 SEC TO 06406HCA5 BANK OF NEW YORK MELLON 102.0390 2,120,000.000 2,142,175.20 2,163,226.80 0.45% 21,051.60 CORP/T 2.300%09/11/2019 DD 09/11/14 SEC ID:06406HCW7 BEAR STEARNS COS LLC/THE 105.6270 3,200,000.000 3,523,520.00 3,380,064.00 0.71% -143,456.00 4.650%07/02/2018 DO 06/25/03 SEC ID:073902CD8 BERKSHIRE HATHAWAY INC 100.1960 1,000,000.000 1,014,170.00 1,001,860.00 0.21% -12,310.00 2.200%08/15/2016 DD 08/15/11 SEC ID:084670BB3 CHASE ISSUANCE TRUST AS AS 100.0670 2,500,000.000 2,499,121.10 2,501,675.00 0.53% 2,553.90 1.010% 10/15/2018 DD 10/31/13 SEC ID: 161571GC2 CHEVRON CORP 100.1650 2,000,000.000 1,988,600.00 2,003,300.00 0.42% 14,700.00 L IM% 12/05/2017 DO 12/05/12 SEC TO 166764AA8 CHEVRON CORP 101.9090 2,500,000.000 2,485,350.00 2,547,725.00 0.54% 62,375.00 2.100%05/16/2021 DD 05/16/16 SEC ID: 166764BG4 CISCO SYSTEMS INC 100.2480 1,000,000.000 1,002,660.00 1,002,480.00 0.21% -180.00 1.100%03/03/2017 DD 03/03/14 SEC ID: 17275RAT9 COCA-COLA CO/THE 100.1840 1,000,000.000 1,006,450.00 1,001,840.00 0.21% -4,610.00 lR00%09/01/2016 DO 08/10/11 SECID: 191216AU4 JOHN DEERE CAPITAL CORP 100.0620 1,000,000.000 1,001,070.00 1,000,620.00 0.21% -450.00 1.050% 10/11/2016 DD 10/1l/13 SEC ID:24422ESD2 711312016 1:21:19PM EDT 3 Workbench Asset Detail Report ID: OLS013 Base Currency: USD BNY MELLON by Currency Alternate Base Currency: Exchange Rate: OCSD-CONSOLIDATED-OCSG00030000 6/30/2016 Status: FINAL Net Unrealized Price Cost Market Value % of Gain/Loss Description Base Shares Par Base Base Total Base JOHN DEERE CAPITAL CORD 103.0990 5,000,000.000 5,046,984.00 5,154,950.00 1.08% 107,966.00 2,300%09/16/2019 DD 09/15/14 SEC ID:24422ESS9 EXXON MOBIL CORP 103.1050 3,000,000.000 3,016,097.40 3,093,150.00 0.65% 77,052.60 2.222%03/01/2021 DD 03/03/16 SEC ID:30231GAV4 FEDERAL HOME LN BK CONS BD 101.1790 5,365,000.000 5,343,325.40 5,428,253.35 1.14% 84,927.95 1.375%02/18/2021 DD 02/18/16 SEC ID:313OA7CV5 FEDERAL HOME LN BE CONS BD 101.8160 7,500,000.000 7,589,190.00 7,636,200.00 1.60% 47,010.00 1.500%03/08/2019 DD 02/06/12 SEC ID:3133782M2 FEDERAL HOME LN BE CONS BD 101.1660 7,500,000.000 7,544,850.00 7,587,450.00 1.59% 42,600.00 L375%03/09/2018 DD 02/13/12 SEC ID:313378A43 FEDERAL HOME LN BK CONS BD 100.3910 5,000,000.000 5,025,100.00 5,019,550.00 1.05% -5,550.00 1.000%06/09/2017 DD OS/10/12 SEC ID:313379FW4 FEDERAL HOME LN BE CONS BD 102,6610 5,000,000.000 5,008,950.00 5,133,050.00 1.08% 124,100.00 1.750%06/12/2020 DD 06/03/13 SEC ID:313383HU8 FHLMC MULTICLASS MTG E3 A 102.8380 55,235.250 55,293.02 56,802R3 0.01% 1,509.81 VAR RT 08/15/2032 DD 12/01/97 SEC ID:3133ME95 FHLMC POOL#78-6064 103.4750 2,532.110 2,470.42 2,620.10 0.00% 149.68 VAR RT 01/01/2028 DD 12/01/97 SEC ID:31348SWZ3 FEDERAL NATL MTG ASSN 100.1980 1,945,000.000 1,949,456.85 1,948,851.10 0.41% -605.75 1.250%09/28/2016 DD 08/19/11 SEC ID:313500CM3 FEDERAL NATL MTG ASSN 101.9210 5,000,000.000 4,955,650.00 5,096,050.00 1.07% 140,400.00 L500%06/22/2020 DD 04/27/15 BECID:3135GOD75 FEDERAL NATL MTG ASSN 100.3450 8,137,000.000 8,196,495.92 8,165,072.65 1.72% -31,423.27 1.375% 11/15/2016 DD 10/20/11 SECID:3135GOES8 FEDERAL NATL MTG ASSN 101.6960 7,500,000.000 7,370,726.00 7,627,200.00 1.60% 256,474.00 1.500% 11/30/2020 DD 10/19/15 SECID-3135GOF73 FEDERAL NATL MTG ASSN 100.9090 5,000,000.000 4,963,950.00 5,045,450.00 1.06% 81,500.00 1.125% 12/14/2018 DD 11/03/15 SEC ID:3135GOG72 711312016 1:21:19PM EDT 4 Workbench Asset Detail Report Hk OLS013 Base Currency: USD BNY MELLON by Currency Alternate Base Currency: Exchange Rate: 0CSD-00M80LB)ATM-OCS000010000 6/30/2016 Status: FINAL Net Unrealized Price Cost Market Value % of Gain/Loss Description Base Shares Par Base Base Total Base FEDERAL NATL MTG ASSN 101.0360 10,000,000.000 10,040,950.00 10,103,600.00 2.12% 62,650.00 1.375%02/26/2021 DD 02/05/16 SEC ID:3135GW20 FEDERAL NATL MTG ASSN 102.7690 5,000,000.000 5,021,500.00 5,138,450.00 1.08% 116,950.00 1.750%09/12/2019 DD 07/28/14 SECH) 3135GOZG1 FNMA POOL40257179 109.0920 28,935.710 30,602.35 31,563.65 0.01% 961.30 4.500%04/01/2028 DD 03/01/08 SEC ID:31371NUC7 FNMA POOL#0357969 111,1210 199,201.180 214,141.28 221,354.34 0.05% 7,213.06 5.000%09/01/2035 DO 09/01/05 SEC ID:31376ET22 FEDERAL HOME LN MTG CORP 100.2340 2,000,000.000 2,007,060.00 2,004,680.00 0.42% -2,380.00 2.000%08/25/2016 DO 07/08/11 SEC TO 3137EACW7 FEDERAL HOME LN MTG CORP 101.1980 7,500,000.000 7,399,650.00 7,589,100.00 1.59% 189,450.00 1.250% 10/02/2019 DO 10/02/12 SEC ID:3137EADM8 FEDERAL HOME LN MTG CORP 100,1710 5,000,000.000 4,967,500.00 5,008,550.00 1.05% 41,050.00 0.750%01/12/2018 DO 11/21/12 SEC ID:3137EADN6 FEDERAL HOME LN MTG CORP 100.1840 5,000,000.000 4,974,100.00 5,009,200.00 1,05% 35,100.00 0.875%03/07/2018 DO 01/17/13 SEC TO 3137EADP1 FEDERAL HOME LN MTG CORP 100.1270 3,225,000.000 3,229,248.00 3,229,095.75 0.68% -152.25 0.875% 10/14/2016 DD 08/16/13 SEC ID: 3137EADS5 FEDERAL HOME LN MTG CORP 99.9950 5,000,000.000 4,991,050.00 4,999,750.00 1.05% 8,700.00 0.500%01/27/2017 DD 01/16/15 SEC ID:3137EADUO FEDERAL HOME LN MTG CORP 100.1490 5,000,000.000 4,994,250.00 5,007,450.00 1.05% 13,200.00 0.750%07/14/2017 DO 05/29/15 SEC ID:3137EADV8 FNMA POOL#0466397 107.8860 363,587.880 355,719.62 392,260.42 0.08% 36,540.80 3.400% 11/Ol/2020 DD 11/Ol/10 SEC Rh 31381PDA3 FNMA POOL#OAL0869 109.0820 22,029.250 23,298.10 24,029.95 0.01% 731.85 4.500%06/01/2029 DD 09/Ol/11 SECIDu3138EG6F6 FHLMC MULnCLASS MTG 58 2A 119.2330 1,057,136.300 1,197,240.61 1,260,455.32 0.26% 63,214.71 6.500%09/25/2043 DD 09/01/03 SEC ID:31394JY35 711312016 1:21:19PM EDT $ Workbench Asset Detail Report Uk OLS013 Base Currency: USD BNY MELLON by Currency Alternate Base Currency: Exchange Rate: 0CSD-00MSOLZUATM-OCSW0010000 6/30/2016 Status: FINAL Net Unrealized Price Cost Market Value % of Gain/Loss Description Base Shares Par Base Base Total Base FNMA GTD REMIC P/T 07-114 A6 99.7420 61,114.860 58,135.52 60,957.18 0.01% 2,82L66 VAR RT 10/27/2037DDll/30/07 SEC ID:31396X3Q5 FNMA GTD REMIC P/T 11-3 FA 100.8540 394,903.380 394,779.97 398,275.85 0.08% 3,495.88 VAR RT 02/25/2041 DO 01/25/11 SEC ID:31397QRE0 FHLMC MULTICLASS MTG K006 A2 109.6750 900,000.000 951,046.98 987,075.00 0.21% 36,028.12 4.251%01/25/2020 DO 04/01/10 SEC ID:31398VJ98 FNMA POOL#0745580 111,3010 194,771.980 209,379.88 216,783.16 0.05% 7,403.28 5.000%06/01/2036 DO 05/01/06 SEC ID:31403DJZ3 FNMA POOL#0748678 111.6410 5,934.380 6,379.46 6,625.20 0.00% 245.74 5.000% 10/01/2033 DO 10/01/03 SEC ID:31403GXF4 FNMA POOL#0815971 111.1380 351,305.190 377,653.09 390,433.56 0.08% 12,780.47 5.000%03/01/2035 DD 03/01/05 SEC ID:31406PQY8 FNMA POOL#0823358 105,0570 184,521.460 183,079.90 193,852.71 0.04% 10,772.81 VAR RT 02/01/2035 DO 04/01/05 SEC ID:31406XWT5 FNMA POOL#0826080 111.3230 36,358.140 39,084.99 40,47C97 0.01% 1,389.98 5.000%07/01/2035 DO 06/01/05 SEC TO 3140713XH7 FNMA POOL#0888336 111.2090 389,487.050 418,698.59 433,144.65 0.09% 14,446.06 5.000%07/01/2036 DD 04/01/07 SEC ID: 31410F4V4 FNMA POOL40MA0022 109.0820 34,250.280 36,223.01 37,360.89 0.01% 1,137.88 4.500%04/01/2029 DO 03/01/09 SEC ID:31417YAY3 GNMA II POOL#0080023 103.6620 26,862.040 27,306.95 27,845.73 0.01% 538.78 VAR RT 12/20/2026 DO 12/01/96 SEC ID:36225CAZ9 GNMA II POOL#080088M 103.7440 31,171.910 31,853.80 32,338.99 0.01% 485A9 VARRT 06/20/2027DD06/01/97 SEC ID:36225CC20 GNMA II POOL#080408X 103.7770 87,999.490 87,105.76 91,323.23 0.02% 4,217.47 VARRT 05/20/2030DD05/01/00 SEC ID:36225CN28 GNMA II POOL#0080395 103.8410 11,149.140 11,048.08 11,577.38 0.00% 529.30 VARRT 04/20/2030DD04/01/00 SEC ID:36225CNM4 711312016 1:21:19PM EDT 6 Workbench Asset Detail Report ID: OLS013 Base Currency: USD BNY MELLON by Currency Alternate Base Currency: Exchange Rate: OCSD-CONSOLIDATED-OCSG00030000 6/30/2016 Status: FINAL Net Unrealized Price Cost Market Value % of Gain/Loss Description Base Shares Par Base Base Total Base GNMA 11 POOL#0080965 104.2750 94,473.410 94,414.38 98,512.15 0.02% 4,09T77 VAR RT 07/20/2034 DD 07/01/04 SEC ID:36225DCB8 GENERAL ELECTRIC CO 100.0160 1,000,000.000 1,007,290.00 1,000,160.00 0.21% -7,130.00 1,500%07/12/2016 DO 07/12/13 SEC ID:36962G6Z2 GENERAL ELECTRIC CO 103.0710 5,000,000.000 5,014,950.00 5,153,550.00 1.08% 138,600.00 2.200%01/09/2020 DD 01/09/15 SEC ID:3696207MO GOLDMAN SACHS GROUP INC/THE 106.5290 600,000.000 692,806.00 639,174.00 0.13% -53,632.00 5.950%01/18/2018 DO 01/18/08 SEC ID:38141GFG4 GNMA GTD REMIC P/T 00-9 FH 100.5160 38,571.270 38,571.27 38,770.30 0.01% 199.03 VAR RT 02/16/2030 SEC TO 3837H4NX9 HSBC USA INC 99.8220 3,000,000.000 3,003,290.00 2,994,660.00 0.63% -8,630.00 1.625%Ol/16/2018 DD 12/20/12 SEC ID:40428HPH9 HSBC USA INC 99.9670 1,250,000.000 1,222,787.50 1,249,587.50 0.26% 26,900.00 2.350%03/05/2020 DO 03/05/15 SEC ID:40428HPR7 HONDA AUTO RECEIVABLES 20 1 A3 99.9680 1,818,488.260 1,812,947.56 1,817,906.34 0.38% 4,958.78 0.670% 11/21/2017 DO 02/27/14 SEC ID:4381MAC9 HONDA AUTO RECEIVABLES 202 A3 99.9490 1,174,856.270 1,174,030.21 1,174,257.09 0.25% 226.88 0.770%03/19/2018 DD 05/21/14 SEC ID:43814GAC4 HONDA AUTO RECEIVABLES 20 1 A2 100.0640 2,565,000.000 2,564,743.76 2,566,641.60 0.54% 1,997.84 1.010%06/18/2018 DO 02/25/16 SEC ID:43814NAB1 HONDA AUTO RECEIVABLES 20 2 A3 100.7300 1,810,000.000 1,809,964.99 1,823,213.00 0.38% 13,248.11 L390%04/15/2020 DD 05/31/16 SEC ID:43814QAC2 INTEL COST 100.5930 2,000,000.000 2,008,280.00 2,011,860.00 0.42% 3,580.00 1.350% 12/15/2017 DO 12/11/12 SEC ID:458140AL4 INTER-AMERICAN DEVELOPMENT 100.2570 5,000,000.000 5,019,550.00 5,012,850.00 1.05% -6,700.00 BAN 1.000%07/14/2017 DO 04/30/14 SEC ID:4581XOCGI INTER-AMEMCAN DEVELOPMENT 100.0430 2,500,000.000 2,499,150.00 2,501,075.00 0.53% 1,925.00 BAN 0.625%09/12/2016 DD 09/12/14 SEC ID:4581XOW5 711312016 1:21:19PM EDT 7 Workbench Asset Detail Report ID: OLS013 Base Currency: USD BNY MELLON by Currency Alternate Base Currency: Exchange Rate: OCSD-CONSOLIDATED-OCSG00030000 6/30/2016 Status: FINAL Net Unrealized Price Cost Market Value % of Gain/Loss Description Base Shares Par Base Base Total Base INTERNATIONAL BANK FOR RECONST 100.1280 2,500,000.000 2,506,225.00 2,503,200.00 0.53% -3,025.00 1.000%09/15/2016 DO 08/24/11 SEC ID:459058BS1 INTERNATIONAL BANK FOR RECONST 100,4530 5,000,000.000 4,991,170.00 5,022,650.00 1.06% 31,480.00 1.000%06/15/2018 DO 04/30/15 SEC ID:459058EJ8 INTERNATIONAL BUSINESS MACHINE 100.0590 2,000,000.000 2,006,880.00 2,001,180.00 0.42% -5,700.00 1.950%07/22/2016 DO 07/22/11 SEC ID:459200GX3 INTERNATIONAL FINANCE CORP 100.2620 5,000,000.000 5,020,700.00 5,013,100.00 1.05% -7,600.00 1.000%04/24/2017 DO 04/24/12 SEC ID:45950KB88 JPMORGAN CHASE&CO 100,2030 1,000,000.000 1,000,470.00 1,002,030.00 0.21% 1,560.00 1.350%02/15/2017 DO 02/18/14 SEC ID:46623EJY6 JPMORGAN CHASE&CO 101.3750 2,000,000.000 1,994,880.00 2,027,500.00 0.43% 32,620.00 2.250%01/23/2020 DO 01/23/15 SEC ID:46625HKA7 JOHN DEERE OWNER TRUST 20 B A3 100.0420 3,618,060.900 3,619,756.86 3,619,580.49 0.76% -176.37 1.070% 11/15/2018 DO 09/03/14 SEC ID:477877AD6 JOHN DEERE OWNER TRUST 20 A A3 100.3670 2,420,000.000 2,419,619.09 2,428,881.40 0.51% 9,262.31 1.360%04/15/2020 DO 03/02/16 SEC ID:47788MAC4 LEHMAN BRTH HUD ESC 6.7500 2,000,000.000 1,241,321.10 135,000.00 0.03% -1,106,321.10 0.000% 12/30/2016 DO 10/24/05 SEC ID: 525ESCOY6 ESC LEHMAN BETH HLD ESCROW 6.8750 600,000.000 362,825.27 41,250.00 0.01% -321,575.27 0.000% 11/24/2013 DO 01/22/08 SEC ID: 525ESCIB7 ELI LILLY&CO 102.3460 4,000,000.000 4,009,675.00 4,093,840.00 0.86% 84,165.00 1.950%03/15/2019 DO 02/25/14 SEC ID: 532457BF4 MORGAN STANLEY 114.1980 2,800,000.000 3,200,848.00 3,197,264.00 0.67% -3,584.00 5.500%07/28/2021 DD 07/28/11 SEC ID: 61747WAL3 NCUA GUARANTEED NOTES TR R2 1A 100.0220 450,939.640 450,937.59 451,038.85 0.09% 101.26 VARRT 11/06/2017DDll/17/10 SEC ID:62888UAA8 NEW YORK CITY NY TRANSITIONAL 109.7890 1,400,000.000 1,400,000.00 1,537,046.00 0.32% 137,046.00 4.075% 11/01/2020 DD 11/03/10 SEC ID: 64971M5E8 711312016 1:21:19PM EDT 8 Workbench Asset Detail Report ID: OLS013 Base Currency: USD BNY MELLON by Currency Alternate Base Currency: Exchange Rate: OCSD-CONSOLIDATED-OCSG00030000 6/30/2016 Status: FINAL Net Unrealized Price Cost Market Value % of Gain/Loss Description Base Shares Par Base Base Total Base OCCIDENTAL PETROLEUM CORP 100.3640 2,000,000.000 1,986,340.00 2,007,280.00 0.42% 20,940.00 1,500%02/15/2018 DD 06/22/12 SEC ID: 674599CD5 PEPSICO INC 100.1270 500,000.000 500,715.00 500,635.00 0.11% -80.00 0.950%02/22/2017 DD 02/28/14 SEC ID: 713448CL0 PORT AUTH OF NEW YORK&NEW JE 113.4180 2,440,000.000 2,507,633.89 2,767,399.20 0.58% 259,765.31 5.309% 12/01/2019 DD 07/01/09 SEC TO:73358WAG9 QUALCOMM INC 102,7820 5,000,000.000 4,995,195.40 5,139,100.00 1.08% 143,904.60 2.250%05/20/2020 DD 05/20/15 SEC ID:747525AD5 SLM STUDENT LOAN TRUST 200 9 A 99.9340 39,605.170 39,444.49 39,579.03 0.01% 134.54 VARRT 04/25/2023DD08/28/08 SEC TO 784451AA5 SBA GTD PARTN CTFS 2001-20C 1 109.0610 91,130.060 91,130.06 98,476.05 0.02% 7,345.99 6.340%03/01/2021 SEC ID: 83162CLJO TOYOTA AUTO RECEIVABLES 2 A A3 99.9330 1,789,324.280 1,785,619.82 1,788,125.43 0.38% 2,505.61 0.670% 12/15/2017 DD 03/19/14 SEC ID:89231MAC9 TOYOTA AUTO RECEIVABLES C A2A 100.0390 1,651,134.810 1,651,002.05 1,651,778.75 0.35% 776.70 0A20%02/15/2018 DO 08/26/15 SEC TO 89231TAB6 TOYOTA AUTO RECEIVABLES 2 A A3 100.1800 3,595,000.000 3,594,456.44 3,601,471.00 0.76% 7,014.56 1.120%02/15/2019 DD 03/04/15 SEC ID: 89236WAC2 US BANCORP 100.3550 1,000,000.000 1,009,900.00 1,003,550.00 0.21% -6,350.00 2.200% 11/15/2016 DD 11/03/11 SEC ID:91159HHB9 U S TREASURY NOTE 102.0900 11,000,000.000 11,042,439.19 11,229,900.00 2.36% 187,460.81 1.500%01/31/2019 DD 01/31/14 SEC ID:9128281333 U S TREASURY NOTE 100,0330 10,000,000.000 9,998,046.87 10,003,300.00 2.10% 5,253.13 0.500%08/31/2016 DD 08/31/14 SEC ID:912828D64 U S TREASURY NOTE 103.1290 5,800,000.000 5,873,186.87 5,981,482.00 1.26% 108,295.13 1.750%09/30/2019 DD 09/30/14 SEC ID:912828F39 U S TREASURY NOTE 100.4140 10,000,000.000 9,948,783.50 10,041,400.00 2.11% 92,616.50 0.875% 11/15/2017 DD 11/15/14 SEC ID:912828G20 711312016 1:21:19PM EDT 9 Workbench Asset Detail Report ID: OLS013 Base Currency: USD BNY MELLON by Currency Alternate Base Currency: Exchange Rate: OCSD-CONSOLIDATED-OCSG00010000 6/30/2016 Status: FINAL Net Unrealized Price Cost Market Value % of Gain/Loss Description Base Shares Par Base Base Total Base U S TREASURY NOTE 100.0540 11,000,000.000 10,974,971.74 11,005,940.00 2.31% 30,968.26 0,500% 11/30/2016 DD 11/30/14 SEC ID:912828G46 U S TREASURY NOTE 102.3280 7,500,000.000 7,449,634.50 7,674,600.00 1.61% 224,965.50 1.500% 11/30/2019 DD 11/30/14 SEC ID:912828G61 U S TREASURY NOTE 101.8090 5,500,000.000 5,424,666.87 5,599,495.00 1.18% 174,828.13 1.375% 10/31/2020 DD 10/31/15 SEC ID:9128281,99 U S TREASURY NOTE 100.9140 3,000,000.000 3,029,892.86 3,027,420.00 0.64% -2,472.86 3.125% 10/31/2016 DD 10/31/09 SEC ID:912828LU2 U S TREASURY NOTE 101.7700 1,500,000.000 1,491,626.12 1,526,550.00 0.32% 34,923.88 1.375%01/31/2021 DD 01/31/16 SEC ID:912828N89 U S TREASURY NOTE 100.1610 2,000,000.000 2,005,787.95 2,003,220.00 0.42% -2,567.95 1.000%09/30/2016 DD 09/30/11 SEC ID:912828RJ1 U S TREASURY NOTE 100,0000 3,594,000.000 3,603,596.33 3,594,000.00 0.76% -9,596.33 0.375%03/15/2015 DD 03/15/12 SEC ID:912828SK7 U S TREASURY NOTE 100.3040 7,500,000.000 7,500,611.06 7,522,800.00 1,58% 22,188.94 0.875%04/30/2017 DD 04/30/12 SEC ID:912828SSO U S TREASURY NOTE 100.2730 3,500,000.000 3,496,457.04 3,509,555.00 0.74% 13,097.96 0.750%02/28/2018 DD 02/28/13 SEC ID:912828UR9 U S TREASURY NOTE 100.0170 3,000,000.000 2,999,541.30 3,000,510.00 0.63% 968.70 0.625%07/15/2016 DD 07/15/13 SEC ID:912828VL1 U S TREASURY NOTE 100.1140 3,000,000.000 3,003,760.05 3,003,420.00 0.63% -340.05 0.875%09/15/2016 DD 09/15/13 SEC ID:912828VW7 U S TREASURY NOTE 100.0980 3,000,000.000 3,003,291.30 3,002,940.00 0.63% -351.30 0.625% 11/15/2016 DD 11/15/13 SEC ID:912828WF3 U S TREASURY NOTE 102.6680 10,000,000.000 9,984,307.20 10,266,800.00 2.16% 292,492.80 1.625%06/30/2019 DD 06/30/14 SEC ID:912828WS5 US TREAS-CPI INFLAT 101.0050 10,477,896.000 10,360,611.89 10,583,198.85 2.22% 222,586.96 0.125%07/15/2024 DD 07/15/14 SEC ID:912828WU0 711312016 1:21:19PM EDT 10 Workbench Asset Detail Report ID: OLS013 Ease Currency: USD BNY MELLON by Currency Alternate Base Currency: Exchange Rate: OCSD-CONSOLIDATED-OCSG00010000 6/30/2016 Status: FINAL Net Unrealized Price Cost Market Value % of Gain/Loss Description Base Shares Par Base Base Total Base U S TREASURY NOTE 102.6990 10,000,000.000 10,024,777.40 10,269,900.00 2.16% 245,122.60 1,625%07/31/2019 DD 07/31/14 SEC ID:912828W W6 UNIV OF CALIFORNIA CA ROTS MED 114.3470 400,000.000 400,000.00 457,388.00 0.10% 57,388.00 5.035%05/15/2021 DD 11/18/10 SEC ID:913366EJ5 WELLS FARGO&CO 100.8590 1,000,000.000 1,008,550.00 1,008,590.00 0.21% 40.00 2.100%05/08/2017 DD 05/07/12 SEC ID:94974BFD7 WELLS FARGO Is CO 100.0230 1,000,000.000 1,001,870.00 1,000,230.00 0.21% -1,b,tom 1.250%07/20/2016 DD 07/29/13 SEC ID:94974BFL9 WELLS FARGO&CO 102.7720 5,000,000.000 5,001,650.00 5,138,600.00 1.08% 136,950.00 2.600%07/22/2020 DO 07/22/15 SEC TO 94974BGM6 WELLS FARGO BANK NA 99.8700 500,000.000 500,000.00 499,350.00 0.10% -650.00 VARRT 06/15/2017DD06/12/14 SEC ID:94938J21,0 TOTAL FIKED INCOME SECURITIES 363,882,710.340 365,017,764.46 367,420,068.05 77.21°A 2,402,303.59 TOTAL ASSETS U.S.DOLLAR 471,066,382.000 473,564,410.74 475,890,685.96 100.00% 2,326,275.22 TOTAL ASSETS-BASE: 471,066,332.000 473,564,410.74 475,890,635.96 100.00% 2,326,275.22 711312016 1:21:19PM EDT 11 Workbench Transaction Report Report ID: TXS3SS BNY MELLON Base Curreney: USD OCSD-CONSOLIDATED -OCSG00030000 6/1/2016 - 6/30/2016 Status: FINAL Trade Date Investment Investment Settle Date Currency Currency Tran Effective Date Amount Cost Gain/Loss Amount Cost Gain/Loss Code Settle Date Shares/Par Base Base Base Base Base Base RECEIPTS AND DISBURSEMENT TRANSACTIONS MISCELLANEOUS INCOME U.S. DOLLAR ILB INFLATION ADJUSTMENTS US TREAS-CPI INFLAT SEC ID:91282SWUO SD 6/1/2016 1,456.000 0.00 1,456.00 0.00 0.00 0.00 0.00 OCSF07522202 OCS LONG CHANDLER SD 6/2/2016 1,664.000 0.00 1,664.00 0.00 0.00 0.00 0.00 OCSF07522202 OCS LONG CHANDLER SD 6/3/2016 4,888.000 0.00 4,888.00 0.00 0.00 0.00 0.00 OCSM7522202 OCS LONG CHANDLER SD 6/6/2016 1,664.000 0.00 1,664.00 0.00 0.00 0.00 0.00 OCSF07522202 OCS LONG CHANDLER SD 6/7/2016 1,664.000 0.00 1,664.00 0.00 0.00 0.00 0.00 OCSM7522202 OCS LONG CHANDLER SO 6/8/2016 1,664.000 0.00 1,664.00 0.00 0.00 0.00 0.00 OCSF07522202 OCS LONG CHANDLER SD 6/9/2016 1,664.000 0.00 1,664.00 0.00 0.00 0.00 0.00 OCSM7522202 OCS LONG CHANDLER SD 6/10/2016 4,888.000 0.00 4,888.00 0.00 0.00 0.00 0.00 OCSM7522202 OCS LONG CHANDLER SD 6/13/2016 1,664.000 0.00 1,664.00 0.00 0.00 0.00 0.00 OCSM7522202 OCS LONG CHANDLER SD 6/14/2016 1,664.000 0.00 1,664.00 0.00 0.00 0.00 0.00 OCSM7522202 OCS LONG CHANDLER SD 6/15/2016 1,664,000 0.00 1,664.00 0.00 0.00 0.00 0.00 OCSF07522202 OCS LONG CHANDLER SD 6/16/2016 1,664.000 0.00 1,664.00 0.00 0.00 0.00 0.00 OCSF07522202 OCS LONG CHANDLER SD 6/17/2016 4,888.000 0.00 4,888.00 0.00 0.00 0.00 0.00 OCSF07522202 OCS LONG CHANDLER SD 6/20/2016 1,664.000 0.00 1,664.00 0.00 0.00 0.00 0.00 OCSF07522202 OCS LONG CHANDLER SD 6/21/2016 1,664.000 0.00 1,664.00 0.00 0.00 0.00 0.00 OCSM7522202 OCS LONG CHANDLER SD 6/22/2016 1,664.000 0.00 1,664.00 0.00 0.00 0.00 0.00 OCSF07522202 OCS LONG CHANDLER SD 6/23/2016 1,664.000 0.00 1,664.00 0.00 0.00 0.00 0.00 OCSM7522202 OCS LONG CHANDLER SO 6/24/2016 4,888.000 0.00 4,888.00 0.00 0.00 0.00 0.00 OCSF07522202 OCS LONG CHANDLER SD 6/27/2016 1,664.000 0.00 1,664.00 0.00 0.00 0.00 0.00 OCSM7522202 OCS LONG CHANDLER 712512016 6:28:24PM EDT 1 •Pending Settlement Workbench Transaction Report RePert ID: TX8355 BNY MELLON Base Currency: USD OCSD-CONSOLIDATED -OCS000030000 6/1/2016 - 6/30/2016 Status: FINAL Trade Date Investment Investment Settle Date Currency Currency Tran Effective Date Amount Cost Gain/Loss Amount Cost Gain/Loss Code Settle Date Shares/Par Base Base Base Base Base Base SD 6/28/2016 1,664,000 0.00 1,664.00 0,00 0.00 0.00 0.00 OCSM7522202 DES LONG CHANDLER SO 6/29/2016 1,664.000 0.00 1,664.00 0.00 0.00 0.00 0.00 OCSM7522202 OCS LONG CHANDLER SO 6/30/2016 1,664.000 0.00 1,664.00 0.00 0.00 0.00 0.00 OCSM7522202 OCS LONG CHANDLER 0.00 49,296.00 0.00 0.00 0.00 0.00 0.00 1 0.00 T 0.00 C 0.00 S TOTAL U.S. DOLLAR: 0.00 49,296.00 0.00 0.00 0.00 0.00 0.00 I 0.00 T 0.00 C 0.00 S TOTAL MISCELLANEOUS INCOME: 0.00 49,296.00 0.00 0.00 0.00 0.00 0.001 0.00 T 0.00 C O.00 S DISTRIBUTION TO PLAN ADMINISTRATOR U.S. DOLLAR DIST TO PLAN ADMIN CW 6/24/2016 0.000 -12,500,000.00 0.00 0.00 -12,500,000.00 0.00 0.00 OCSM7511102 OCS LIQ OP CHANDLER TOTAL RECED AND DISBURSEMENT -12,500,00HOO 49,296.00 0.00 -12,500,000.00 0.00 0.00 TRANSACTIONS: 0.00 I 0.00 T 0.00 C 0.00 S PURCHASES CASH h CASH EQUIVALENTS U.S. DOLLAR BANK TOKYO-MITSUB DISC 10/26/2016 SEC ID:06538BKS1 B 6/27/2016 1,290,000.000 -1,286,818.00 1,286,818.00 0.00 -1,286,818.00 0.00 0.00 6/28/2016 OCSF07511102 DES LIQ OP CHANDLER B 6/27/2016 6,630,000.000 -6,613,645.98 6,613,645.98 0.00 -6,613,645.98 0.00 0.00 6/28/2016 OCSM7522202 OCS LONG CHANDLER -7,900,463.98 7,900,463.98 0.00 -7,900,463.98 0.00 0.00 0.00 I 0.00 T 0.00 C 0.008 BNY MELLON CASH RESERVE 0.010% 12/31/2049 DD 06/26/97 SEC TD:996087094 712512016 6:28:24PM EDT 2 `Pending Settlement Workbench Transaction Report Report ID: TX8355 BNY MELLON Base Currency: DSD OCSD-CONSOLIDATED -OCSG00030000 6/1/2016 - 6/30/2016 Status: FINAL Trade Date Investment Investment Settle Date Currency Currency Tran Effective Date Amount Cost Gain/Loss Amount Cost Gain/Loss Code Settle Date Base Base Base Base Base Base B 6/16/2016 1,M8.290 -1,048.29 1,048.29 0,00 -1,048.29 0.00 0.00 6/16/2016 OCSM7522202 OCS LONG CHANDLER COOPERAT CENT DISC 12/19/2016 SEC ID:21687AMR6 B 6/16/2016 1,000,000.000 -995,753.33 995,753.33 0.00 -995,753.33 0.00 0.00 6/20/2016 OCSM7511102 OCS LIQ OP CHANDLER DREYFUS TREAS&AGY CSH CSH MG VAR RP 12/31/2049 DD 04/09/97 SEC ID:996085247 B 6/1/2016 174,019.770 -174,019.77 174,019.77 0.00 -174,019.77 0.00 0.00 6/1/2016 OCSF07522202 OCS LONG CHANDLER B 6/2/2016 1,670.110 -1,670.11 1,670.11 0.00 -1,670A1 0.00 0.00 6/2/2016 OCSM7511102 OCS LIQ OP CHANDLER B 6/2/2016 1,802.510 -1,802.51 1,802.51 0.00 -1,802.51 0.00 0.00 6/2/2016 OCSM7522202 OCS LONG CHANDLER B 6/6/2016 11,040.000 -11,040.00 11,040.00 0.00 -11,040.00 0.00 0.00 6/6/2016 OCSF07522202 OCS LONG CHANDLER B 6/6/2016 2,000,000.000 -2,000,000.00 2,000,000.00 0.00 -2,000,000.00 0.00 0.00 6/6/2016 OCSM7511102 OCS LIQ OP CHANDLER B 6/7/2016 9,202.140 -9,202.14 9,202.14 0.00 -9,202.14 0.00 0.00 6/7/2016 OCSM7522202 OCS LONG CHANDLER B 6/9/2016 25,000.000 -25,000.00 25,000.00 0.00 -25,000.00 0.00 0.00 6/9/2016 OCSM7522202 OCS TANG CHANDLER B 6/13/2016 43,750.000 -43,750.00 43,750.00 0.00 -43,750.00 0.00 0.00 6/13/2016 OCSF07522202 OCS LONG CHANDLER B 6/14/2016 28,125.000 -28,125.00 28,125.00 0.00 -28,125.00 0.00 0.00 6/14/2016 OCSM7522202 OCS LONG CHANDLER B 6/15/2016 14,035,000.000 -14,035,000.00 14,035,000.00 0.00 -14,035,000.00 0.00 0.00 6/15/2016 OCSM7511102 OCS LIQ OP CHANDLER B 6/15/2016 793,313.570 -793,313.57 793,313.57 0.00 -793,313.57 0.00 0.00 6/15/2016 OCSF07522202 OCS LONG CHANDLER B 6/16/2016 28,397.550 -28,397.55 28,397.55 0.00 -28,397.55 0.00 0.00 6/16/2016 OCSM7522202 OCS LONG CHANDLER 712512016 6:28:24PM EDT 3 •Pending Settlement Workbench Transaction Report Report ID: TX8355 BNY MELLON Base currency: DSD OCSD-CONSOLIDATED -OCSG00030000 6/1/2016 - 6/30/2016 Status: FINAL Trade Date Investment Investment Settle Date Currency Currency Tran Effective Date Amount Cost Gain/Loss Amount Cost Gain/Loss Code Settle Date Base Base Base Base Base Base B 6/17/2016 I,M8.290 -1,048.29 1,048.29 0,00 -1,048.29 0.00 0.00 6/17/2016 OCSM7522202 OCS LONG CHANDLER B 6/20/2016 128,280.850 -128,280.85 128,280.85 0.00 -128,280.85 0.00 0.00 6/20/2016 OCSM7522202 OCS LONG CHANDLER B 6/21/2016 295,201.870 -295,201.87 295,201.87 0.00 -295,201.87 0.00 0.00 6/21/2016 OCSF07522202 OCS LONG CHANDLER B 6/22/2016 37,500.000 -37,500.00 37,500.00 0.00 -37,500.00 0.00 0.00 6/22/2016 OCSM7522202 OCS LONG CHANDLER B 6/23/2016 1,200,000.000 -1,200,000.00 1,200,000.00 0.00 -1,200,000.00 0.00 0.00 6/23/2016 OCSM7511102 OCS LIQ OP CHANDLER B 6/24/2016 6,370,000.000 -6,370,000.00 6,370,000.00 0.00 -6,370,000.00 0.00 0.00 6/24/2016 OCSF07522202 OCS LONG CHANDLER B 6/27/2016 3,453,412.530 -3,453,412.53 3,453,412.53 0.00 -3,453,412.53 0.00 0.00 6/27/2016 OCSF07511102 OCS LIQ OP CHANDLER B 6/27/2016 66,696.750 -66,696.75 66,696.75 0.00 -66,696.75 0.00 0.00 6/27/2016 OCSM7522202 OCS LONG CHANDLER B 6/29/2016 39,280.550 -39,280.55 39,280.55 0.00 -39,280.55 0.00 0.00 6/29/2016 OCSM7522202 OCS LONG CHANDLER -28,742,741.49 28,742,741.49 0.00 -28,742,741.49 0.00 0.00 0.001 0.00 T 0.00 C 0.00 S FEDERAL HOME LN BE CONS DISC MAT 07/13/2016 SEC ID:313384ZH5 B 6/23/2016 2,400,000.000 -2,399,632.66 2,399,632.66 0.00 -2,399,632.66 0.00 0.00 6/24/2016 OCSF07511102 OCS LIQ OP CHANDLER FEDERAL HOME LN BK CONS DISC N MAT 07/29/2016 SEC ID:313384=5 B 6/27/2016 1,547,000.000 -1,546,587.47 1,546,587.47 0.00 -1,546,587.47 0.00 0.00 6/27/2016 OCSM7511102 OCS LIQ OP CHANDLER B 6/28/2016 4,150,000.000 -4,148,927.92 4,148,927.92 0.00 -4,148,927.92 0.00 0.00 6/28/2016 OCSF07511102 OCS LIQ OP CHANDLER -5,695,515.39 5,695,515.39 0.00 .5,695,515.39 0.00 0.00 0.00 I 0.00 T 0.00 C 0.008 712512016 6:28:24PM EDT 4 'Pending Set0en ent Workbench Transaction Report Report ID: T 8355 BNY MELLON Base Curreney: USD OCSD-CONSOLIDATED -OCSGOOOIOOOO 6/1/2016 - 6/30/2016 Status: FINAL Trade Date Investment Investment Settle Date Currency Currency Tran Effective Date Amount Cost Gain/Loss Amount Cost Gain/Loss Code Settle Date Shares/Par Base Base Base Base Base Base 1FC DISCOUNT NOTES 0.000%08/03/2016 DD 08/03/15 SEC ID: 4595I6A67 B 6/30/2016 3,000,000.000 -2,999,008.32 2,999,008.32 0.00 -2,999,008.32 0.00 0.00 6/30/2016 OCSF07511102 OCS LIQ OP CHANDLER U S TREASURY BILL 0.000%07/14/2016 DO O1/14/16 SEC ID:912796dB6 B 6/23/2016 7,500,000.000 -7,499,081.25 7,499,081.25 0.00 -7,499,081.25 0.00 0.00 6/24/2016 OCSF07511102 OCS LIQ OF CHANDLER TOTAL SETTLED U.S. DOLLAR: .56,233,294.71 56,233,294.71 0.00 .56,233,206.71 0.00 0.00 0.00 1 0.00 T 0.00 C OoO S TOTAL SETTLED CASH 6;CASH .66,233,244.71 66,233,294.71 0.00 -66,233,294.71 0.00 0.00 EQUIVALENTS: 0.001 0.00 T 0.00 C 0.00 S FIXED INCOME SECURITIES U.S. DOLLAR APPLE DIC 1.050%05/05/2017 DO 05/06/14 SEC ID:037833AM2 B 6/8/2016 11000,000.000 -1,002,590.00 1,002,590.00 0.00 -1,002,590.00 0.00 0.00 6/13/2016 OCSF07511102 OCS LIQ OP CHANDLER BANK OF NEW YORK MELLON CORP/T 2.400%01/17/2017 DO 11/23/11 SEC ID:06406HCA5 B 6/21/2016 11000,000.000 -1,008,120.00 1,008,120.00 0.00 -1,008,120.00 0.00 0.00 6/24/2016 OCSF07511102 OCS LIQ OF CHANDLER CISCO SYSTEMS INC 1.100%03/03/2017 DD 03/03/14 SEC ID: 17275RAT9 B 6/8/2016 1,000,000.000 -1,002,660.00 1,002,660.00 0.00 -1,002,660.00 0.00 0.00 6/13/2016 OCSM7511102 OCS LIQ OF CHANDLER FEDERAL HOME LN MTG CORP 0.875% 10/14/2016 DD 08/16/13 SEC ID:3137EADS5 B 6/21/2016 3,000,000.000 -3,003,960.00 3,003,960.00 0.00 -3,003,960.00 0.00 0.00 6/22/2016 OCSM7511102 OCS LIQ OF CHANDLER B 6/28/2016 225,000.000 -225,288.00 225,288.00 0.00 -225,288.00 0.00 0.00 6/29/2016 OCSF07511102 OCS LIQ OP CHANDLER 712512016 6:28:24PM EDT 5 •Pending Settlement Workbench Transaction Report Report ID: TX8355 BNY MELLON Base Curreney: USD OCSD-CONSOLIDATED -OCSG00030000 6/1/2016 - 6/30/2016 Status: FINAL Trade Date Investment Investment Settle Date Currency Currency Tran Effective Date Amount Cost Gain/Loss Amount Cost Gain/Loss Code Settle Date Shares/Par Base Base Base Base Base Base .3,229,248.00 3,229,248.00 0.00 .3,229,248.00 0.00 0.00 0.001 0.00 T 0.00 C 0.008 FEDERAL HOME LN MTO CORP 2.000%08/25/2016 DO 07/08/11 SEC ID:3137EACW7 B 6/8/2016 2,000,000.000 -2,007,060.00 2,007,060.00 0.00 -2,007,060.00 0.00 0.00 6/9/2016 OCSF07511102 OCS LIQ OF CHANDLER FEDERALNATLMTGASSN 1.250%09/28/2016DD08/19/11 SEC ID:3135GOCM3 B 6/16/2016 250,000.000 -250,507.50 250,507.50 0.00 -250,507.50 0.00 0.00 6/17/2016 OCSM7511102 OCS LIQ OP CHANDLER B 6/16/2016 1,695,000.000 -1,698,949.35 1,698,949.33 0.00 -1,698,949.33 0.00 0.00 6/17/2016 OCSM7511102 OCS LIQ OP CHANDLER -1,949,456.85 1,949,456.85 0.00 -1,949,456.85 0.00 0.00 0.00 1 0.00 T 0.00 C 0.00 S FEDERAL NAIL MTG ASSN 1.375%02/26/2021 DO 02/05/16 SEC ID:3135GOJ20 B 6/29/2016 51000,000.000 -5,058,100.00 5,058,100.00 0.00 -5,058,100.00 0.00 0.00 6/30/2016 OCSM7522202 OCS LONG CHANDLER FEDERAL NAIL MTG ASSN 1.375% 11/15/2016 DO 10/20/11 SEC ID:3135GOES8 B 6/7/2016 1,977,000.000 -1,984,433.52 1,984,433.52 0.00 -1,984,433.52 0.00 0.00 6/8/2016 OCSM7511102 OCS LIQ OF CHANDLER B 6/17/2016 2,160,000.000 -2,167,862.40 2,167,862.40 0.00 -2,167,862.40 0.00 0.00 6/20/2016 OCSF07511102 OCS LIQ OF CHANDLER .4,152.295.92 4,152.295.92 0.00 -4,152,295.92 0.00 0.00 0.00 I 0.00 T 0.00 C 0.00 S PEPSICO INC 0.950%02/22/2017 DD 02/28/14 SEC ID:713448CM B 6/21/2016 500,000.000 -500,715.00 500,715.00 0.00 -500,715.00 0.00 0.00 6/24/2016 OCSF07511102 OCS LIQ OP CHANDLER U S TREASURY NOTE 0.625% 11/15/2016 DO 11/15/13 SEC ID:912828WF3 B 6/30/2016 3,000,000.000 -3,003,291.30 3,003,291.30 0.00 -3,003,291.30 0.00 0.00 6/30/2016 OCSF07511102 OCS LIQ OP CHANDLER 712512016 6:28:24PM EDT 6 'Pending Settlement Workbench Transaction Report Report ID: TX8355 BNY MELLON Base Curreney: USD OCSD-CONSOLIDATED -OCSGOOOIOOOO 6/1/2016 - 6/30/2016 Status: FINAL Trade Date Investment Investment Settle Date Currency Currency Tran Effective Date Amount Cost Gain/Loss Amount Cost Gain/Loss Code Settle Date Shares/Par Base Base Base Base Base Base U S TREASURY NOTE 3.125% 10/31/2016 DO 10/31/09 SEC ID: 9I2828LU2 B 6/17/2016 3,000,000.000 -3,029,892.86 3,029,892.86 0.00 -3,029,892.86 0.00 0.00 6/20/2016 OCSF07511102 OCS LIQ OP CHANDLER WELLS FARGO&CO 2.100%05/08/2017 DD 05/07/12 SEC ID:94974BFD7 B 6/2/2016 1,000,000.000 -1,008,550.00 1,008,550.00 0.00 -1,008,550.00 0.00 0.00 6/7/2016 OCSF07511102 OCS LIQ OF CHANDLER TOTAL SETTLED U.S. DOLLAR: .26,952,979.93 26,951,979.93 0.00 .26,951,979.93 0.00 0.00 0.00 1 0.00 T 0.00 C O.DD S TOTAL SETTLED FIXED INCOME .26,951,979.93 26,951,979.93 0.00 -26,951,979.93 0.00 0.00 SECURITIES: 0.001 0.00 T 0.00 C 0.OD S TOTAL SETTLED PURCHASES: -83,185,224.64 $3,185,224.64 0.00 -83,185,224.64 0.00 0.00 0.00 I 0.00 T 0.00 C 0.008 SALES CASH 6 CASH EQUIVALENTS U.S. DOLLAR BNY MELLON CASH RESERVE 0.010% 12/31/2049 DD 06/26/97 SEC ID:996087094 S 6/17/2016 -1,048.290 1,048.29 -1,048.29 0.00 1,048.29 0.00 0.00 6/17/2016 OCSM7522202 OCS LONG CHANDLER DREYFUS TREAS&AGY CSH CSH MG VAR RT 12/31/2049 DD 04/09/97 SEC ID:996085247 S 6/7/2016 -1,010,241.670 1,010,241.67 -1,010,241.67 0.00 1,010,241.67 0.00 0.00 6/7/2016 OCSF07511102 OCS LIQ OP CHANDLER S 6/8/2016 -1,986,170.260 1,986,170.26 -1,986,170.26 0.00 1,986,170.26 0.00 0.00 6/8/2016 OCSF07511102 OCS LIQ OF CHANDLER S 6/9/2016 -2,018,615.560 2,018,615.56 -2,018,615.56 0.00 2,018,615.56 0.00 0.00 6/9/2016 OCSM7511102 OCS LIQ OF CHANDLER S 6/13/2016 -2,009,384.730 2,009,384.73 -2,009,384.73 0.00 2,009,384.73 0.00 0.00 6/13/2016 OCSF07511102 OCS LIQ OP CHANDLER 712512016 6:28:24PM EDT 7 •Pending Settlement Workbench Transaction Report Report ID: TX8355 BNY MELLON Ease Currency: USD OCSD-CONSOLIDATED -OCSOOOOIOOOO 6/1/2016 - 6/30/2016 Status: FINAL Trade Date Investment Investment Settle Date Currency Currency Tran Effective Date Amount Cost Gain/Loss Amount Cost Gain/Loss Code Settle Date Shares/Par Base Base Base Base Base Base S 6/17/2016 -969,792.090 969,792.09 -969,792.09 0,00 969,792.09 0.00 0.00 6/17/2016 OCSM7511102 OCS LIQ OP CHANDLER S 6/20/2016 -5,134,388.620 5,134,388.62 -5,134,388.62 0.00 5,134,388.62 0.00 0.00 6/20/2016 OCSM7511102 OCS LIQ OP CHANDLER S 6/22/2016 -3,008,918.330 3,008,918.33 -3,008,918.33 0.00 3,008,918.33 0.00 0.00 6/22/2016 OCSF07511102 OCS LIQ OP CHANDLER S 6/24/2016 -8,644,625.300 8,644,625.30 -8,644,625.30 0.00 8,644,625.30 0.00 0.00 6/24/2016 OCSM7511102 OCS LIQ OP CHANDLER S 6/28/2016 -6,613,645.980 6,613,645.99 -6,613,645.99 0.00 6,613,645.99 0.00 0.00 6/28/2016 OCSM7522202 OCS LONG CHANDLER S 6/28/2016 -2,435,745.920 2,435,745.92 -2,435,745.92 0.00 2,435,745.92 0.00 0.00 6/28/2016 OCSF07511102 OCS LIQ OP CHANDLER S 6/29/2016 -225,698.160 225,698.16 -225,698.16 0.00 225,698.16 0.00 0.00 6/29/2016 OCSF07511102 OCS LIQ OP CHANDLER S 6/30/2016 -5,000,530.550 5,000,530.55 -5,000,530.55 0.00 5,000,530.55 0.00 0.00 6/30/2016 OCSM7522202 OCS LONG CHANDLER S 6/30/2016 -3,004,643.370 3,004,643.37 -3,004,643.37 0.00 3,004,643.37 0.00 0.00 6/30/2016 OCSM7511102 OCS LIQ OP CHANDLER 42,062,400.54 -42,062, 0 .54 0.00 42,062,400.54 0.00 0.00 0.00 I 0.00 T 0.00 C 0.00 S TOTAL SETTLED U.S.DOLLAR: 42,063,445.83 -42,063,448.83 0.00 42,063,448.83 0.00 0.00 0.00 I 0.00 T 0.00 C 0.00 B TOTAL SETTLED CASH 8:CASH 42,063,448.83 -42,063,448.83 0.00 42,063,448.83 0.00 0.00 EQUIVALENTS: 0.00 I 0.00 T 0.00 C 0.00 S TOTAL SETTLED BALES: 42,063,448.83 -42,063,448.83 0.00 42,063,448.83 0.00 0.00 0.00 I 0.00 T 0.00 C 0.00 B PRINCH'AL PAYMENTS FIXED INCOME SECURITIES 712512016 6:28:24PM EDT 8 'Pending Set0en ent Workbench Transaction Report Report ID: TX8355 BNY MELLON Base Cur eney: USD OCSD-CONSOLIDATED -OCSG00030000 6/1/2016 - 6/30/2016 Status: FINAL Trade Date Investment Investment Settle Date Currency Currency Tran Effective Date Amount Cost Gain/Loss Amount Cost Gain/Loss Code Settle Date Shares/Par Base Base Base Base Base U.S. DOLLAR FHLMC POOL#78-6064 VAR RT 01/01/2028 DD 12/01/97 SEC ID:31348SWZ3 FC 5/1/2016 -17.080 17.08 0.00 0.00 17.08 0.00 0.00 6/15/2016 OCSM7522202 OCS LONG CHANDLER • PD 6/1/2016 -17.120 17.12 -16.70 0.42 0.00 0.00 0.00 6/1/2016 0.421 0.00 T OCSF07522202 OCS LONG CHANDLER 0.00 C 0,008 17.08 0.00 0.00 17.08 0.00 0.00 0.00 I 0.00 T 0.00 C 0.008 FHLMC MULTICLASS MTG 58 2A 6.500%09/25/2043 DO 09/01/03 SEC ID:31394JY35 PD 6/1/2016 -4,614.910 4,614.91 -5,226.53 -611.62 4,614.91 0.00 0.00 6/27/2016 -611.62 1 0.00 T OCSM7522202 OCS LONG CHANDLER 0.00 C 0.00 S FHLMC MULTICLASS MTG E3 A VAR RT 08/15/2032 DO 12/O1/97 SEC ID:3133TCE95 PD 5/1/2016 -2,341.750 2,341.75 -2,344.20 -2.45 2,341.75 0.00 0.00 6/15/2016 -2.45 1 0.00 T OCSF07522202 OCS LONG CHANDLER 0.00 C 0.00 S FNMA POOL#0257179 4.500%04/O1/2028 DD 03/O1/08 SEC ID:31371NUC7 PD 6/1/2016 -257.290 257.29 -272.11 -14.82 257.29 0.00 0.00 6/27/2016 -14,82 1 0.00 T OCSM7522202 OCS LONG CHANDLER 0.00 C 0.00 S FNMA POOL#0357969 5.000%09/O1/2035 DD 09/O1/05 SEC ID:31376ET22 PD 6/1/2016 -6,954.170 6,954.17 -7,475.73 -521.56 6,954.17 0.00 0.00 6/27/2016 -521.561 0.00 T OCSM7522202 OCS LONG CHANDLER 0.00 C 0.00 S FNMA POOL#0466397 3.400% 11/01/2020 DD 11/01/10 SEC ID:31381PDA3 PD 6/1/2016 -591.950 591.95 -579.14 12.81 591.95 0.00 0.00 6/27/2016 12.811 0.00 T OCSM7522202 OCS LONG CHANDLER 0.00 C 0.00 S FNMA POOL#0745580 5.000%06/01/2036 DO 05/01/06 SEC ID:31403DJZ3 PD 6/1/2016 -4,845.960 4,845.96 -5,209.41 -363.45 4,845.96 0.00 0.00 6/27/2016 -363.451 0.00 T OCSF07522202 OCS LONG CHANDLER 0.00 C 0.008 FNMA POOL#0748678 5.000% 10/O1/2033 DD 10/O1/03 SEC ID:31403GXF4 712512016 6:28:24PM EDT 9 'Pending Set0em nt Workbench Transaction Report Report ID: T%8355 BNY MELLON Base Currency: USD OCSD-CONSOLIDATED -OCSG00010000 6/1/2016 - 6/30/2016 Status: FINAL Trade Date Investment Investment Settle Date Currency Currency Tran Effective Date Amount Cost Gain/Lass Amount Cost Gain/Loss Code Settle Date Shares/Par Base Base Base Base Base Base PD 6/1/2016 -35.910 35.91 -38.60 -2.69 35.91 0.00 0.00 6/27/2016 -2.69 1 0.00 T OCSF07522202 OCS LONG CHANDLER 0.00 C 0.00 S FNMA POOL#0815971 5.000%03/01/2035 DD 03/01/05 SEC ID:31406PQY8 PD 6/1/2016 -9,420.060 9,420.06 -10,126.56 -706.50 9,420.06 0.00 0.00 6/27/2016 -706.501 0.00 T OCSF07522202 OCS LONG CHANDLER 0.00 C 0.008 FNMA POOL#0823358 VAR RT 02/01/2035 DD 04/01/05 SEC ID:31406X 5 PD 6/1/2016 -626.880 626.88 -621.98 4.90 626.88 0.00 0.00 6/27/2016 4.901 0.00 T OCSF07522202 OCS LONG CHANDLER 0.00 C 0.00 S FNMA POOL#0826080 5.000%07/01/2035 DO 06/01/05 SEC ID:31407BXH7 PD 6/1/2016 -790.100 790.10 -849.36 -59.26 790.10 0.00 0.00 6/27/2016 -59.261 0.00 T OCSM7522202 OCS LONG CHANDLER 0.00 C 0.00 S FNMA POOL#0888336 5.000%07/01/2036 DD 04/01/07 SEC ID:3141OF4V4 PD 6/1/2016 -9,964.320 9,964.32 -10,711.64 -747.32 9,964.32 0.00 0.00 6/27/2016 -747.32 1 0.00 T OCSF07522202 OCS LONG CHANDLER 0.00 C 0.00 S FNMA POOL#OAL0869 4.500%06/01/2029 DD 09/01/11 SEC ID:3138EG6F6 PD 6/1/2016 -399.430 399.43 -422.44 -23.01 399.43 0.00 0.00 6/27/2016 -23.01 1 0.00 T OCSM7522202 OCS LONG CHANDLER 0.00 C 0.00 S FNMA POOL#OMA0022 4.500%04/01/2029 DD 03/01/09 SEC ID:31417YAY3 PD 6/1/2016 -932.290 932.29 -985.99 -53.70 932.29 0.00 0.00 6/27/2016 -53.701 0.00 T OCSF07522202 OCS LONG CHANDLER 0.00 C 0.00 S FNMA GTD REMIC P/T 07-114 A6 VAR RT 10/27/2037 DO 11/30/07 SEC ID:31396X3Q5 PD 6/25/2016 -39,221.130 39,221.13 -37,309.10 1,912.03 39,221.13 0.00 0.00 6/29/2016 1,912.031 0.00 T OCSM7522202 OCS LONG CHANDLER 0.00 C 0.00 S FNMA GTD REMIC P/T 11-3 FA VAR RT 02/25/2041 DD 01/25/11 SEC ID:31397QREO PD 6/25/2016 -10,952.760 10,952.76 -10,949.34 3.42 10,952.76 0.00 0.00 6/27/2016 3.421 0.00 T OCSF07522202 OCS LONG CHANDLER 0.00 C 0.008 GNMA GTD REMIC P/T 00-9 FH VAR RT 02/16/2030 SEC ID:3837H4NX9 712512016 6:28:24PM EDT 10 'Pending Settlement Workbench Transaction Report Report ID: TX8355 BNY MELLON Base currency: USD OCSD-CONSOLIDATED -OCSG00010000 6/1/2016 - 6/30/2016 Status: FINAL Trade Date Investment Investment Settle Date Currency Currency Tran Effective Date Amount Cost Gain/Loss Amount Cost Gain/Loss Code Settle Date Shares/Par Base Base Base Base Base Base PD 6/16/2016 -1,180.420 1,180.42 -1,180.42 0,00 1,180.42 0.00 0.00 6/16/2016 OCSM7522202 OCS LONG CHANDLER GNMAH POOL#0080023 VAR RT 12/20/2026 DO 12/01/96 SEC ID:36225CAZ9 PD 6/1/2016 -649.150 649.15 -659.90 -10.75 649.15 0.00 0.00 6/20/2016 -10.751 0.00 T OCSM7522202 OCS LONG CHANDLER 0.00 C 0.00 S GNMA H POOL#0080395 VAR RT 04/20/2030 DD 04/01/00 SEC ID:36225CNM4 PD 6/1/2016 -58.030 58.03 -57.50 0.53 58.03 0.00 0.00 6/20/2016 0.531 0.00 T OCSF07522202 OCS LONG CHANDLER 0.00 C 0.00 S GNMA H POOL#0080965 VAR RT 07/20/2034 DO 07/01/04 SEC ID:36225DCBS PD 6/1/2016 -1,929.380 1,929.38 -1,928.17 1.21 1,929.38 0.00 0.00 6/20/2016 1.21 1 0.00 T OCSM7522202 OCS LONG CHANDLER 0.00 C 0.00 S GNMA H POOL#080088M VAR RT 06/20/2027 DO 06/01/97 SEC ID:36225CC20 PD 6/1/2016 -234.270 234.27 -239.39 -5.12 234.27 0.00 0.00 6/20/2016 -5.121 0.00 T OCSM7522202 OCS LONG CHANDLER 0.00 C 0.00 S GNMAH POOL#080408X VAR RT 05/20/2030 DD 05/01/00 SEC ID:36225CN28 PD 6/1/2016 -2,227.620 2,227.62 -2,205.00 22.62 2,227.62 0.00 0.00 6/20/2016 22.621 0.00 T OCSM7522202 OCS LONG CHANDLER 0.00 C 0.00 S HONDA AUTO RECEIVABLES 20 1 A3 0.670% 11/21/2017 DO 02/27/14 SEC ID:43813JAC9 PD 6/21/2016 -294,022.390 294,022.39 -293,126.54 895.85 294,022.39 0.00 0.00 6/21/2016 895.851 0.00 T OCSF07522202 OCS LONG CHANDLER 0.00 C 0.00 S HONDA AUTO RECEWABLES 20 2 A3 0,770%03/19/2018 DO 05/21/14 SEC ID:43814GAC4 PD 6/18/2016 -119,796.050 119,796.05 -119,711.82 84.23 119,796.05 0.00 0.00 6/20/2016 84,231 0.00 T OCSM7522202 OCS LONG CHANDLER 0.00 C 0.00 S JOHN DEERE OWNER TRUST 20 B A3 1.070% 11/15/2018 DO 09/03/14 SEC ID:477877AD6 PD 6/15/2016 -283,429.540 283,429.54 -283,562.40 -132.86 283,429.54 0,00 0.00 6/15/2016 -132.86 1 0.00 T OCSM7522202 OCS LONG CHANDLER 0.00 C 0.00 S NCUA GUARANTEED NOTES TR R2 lA VAR RT 11/06/2017 DO 11/17/10 SEC ID:6288SUAkS 712512016 6:28:24PM EDT 11 'Pending Settlement Workbench Transaction Report Report ID: TX8355 BNY MELLON Base Currency: USD OCSD-CONSOLIDATED -OCSG00030000 6/1/2016 - 6/30/2016 Status: FINAL Trade Date Investment Investment Settle Date Currency Currency Tran Effective Date Amount Cost Gain/Loss Amount Cost Gain/Loss Code Settle Date Shares/Par Base Base Base Base Base Base PD 6/5/2016 -8,862.470 8,862.47 -8,862.43 0,04 8,862.47 0.00 0.00 6/7/2016 0.041 0.00 T OCSF07522202 OCS LONG CHANDLER 0.00 C 0.00 S TOYOTA AUTO RECEIVABLES 2 A A3 0.670% 12/15/2017 DD 03/19/14 SEC ID:8923111AC9 PD 6/15/2016 -252,220.750 252,220.75 -251,698.57 522.18 252,220.75 0.00 0.00 6/15/2016 522.181 0.00 T OCSF07522202 OCS LONG CHANDLER 0.00 C 0.008 TOYOTA AUTO RECEIVABLES C A2A 0.920%02/15/2018 DO 08/26/15 SEC ID:89231TAB6 PD 6/15/2016 -202,413.590 202,413.59 -202,397.32 16.27 202,413.59 0.00 0.00 6/15/2016 16,271 0.00 T OCSF07522202 OCS LONG CHANDLER 0.00 C 0.00 S TOTAL SETTLED U.B.DOLLAR: 1,258,989.65 -1,258,751.59 220.99 1,258,999.65 0.00 0.00 220.981 0.00 T 0.00 C 0.00 S TOTAL SETTLED FIXED INCOME 1,258,989.65 -1,258,751.59 220.98 1,258,989.65 0.00 0.00 SECURITIES: 220.981 0.00 T 0.00 C 0.008 TOTAL SETTLED PRINCIPAL PAYMENTS: 1,258,989.65 -1,258,751.59 220.99 1,258,989.65 0.00 0.00 220.981 0.00 T 0.00 C 0.00 S MATURITIES CASH&CASH EQUIVALENTS U.S. DOLLAR BANK TOKYO-MITSUB DISC 06/24/2016 SEC ID:06538BFQ1 MT 6/24/2016 -1,275,000.000 1,272,049.79 -1,272,049.79 0.00 1,272,049.79 0.00 0.00 OCSM7511102 OCS LIQ OP CHANDLER MT 6/24/2016 -6,370,000.000 6,355,260.53 -6,355,260.53 0.00 6,355,260.53 0.00 0.00 OCSF07522202 OCS LONG CHANDLER 7,627,310.32 -7,627,310.32 0.00 7,627,310.32 0.00 0.00 0.00 I 0.00 T 0.00 C 0.00 a =ON CORP DISC 06/30/2016 SEC ID:30229AM4 MT 6/30/2016 -3,000,000.000 2,997,666.67 -2,997,666.67 0.00 2,997,666.67 0.00 0.00 OCSF07511102 OCS LIQ OP CHANDLER FEDERAL FARM CR BE CONS SYSTEM 0.000%06/20/2016 DO 06/22/15 SEC ID:313312YJ3 712512016 6:28:24PM EDT 12 'Pending Set0em nt Workbench Transaction Report Report ID: TX8355 BNY MELLON Base Currency: USD OCSD-CONSOLIDATED -OCSG00010000 6/1/2016 - 6/30/2016 Status: FINAL Trade Date Investment Investment Settle Date Currency Currency Tran Effective Date Amount Cost Gain/Loss Amount Cost Gain/Loss Code Settle Date Shares/Par Base Base Base Base Base Base MT 6/20/2016 -1,075,000.000 1,071,811.13 -1,071,811.13 0,00 1,071,81L13 0.00 0.00 OCSM7511102 OCS LIQ OP CHANDLER FEDERAL HOME LN BE CONS DISC MAT 06/24/2016 SEC ID:313384YN3 MT 6/24/2016 -14,000,000.000 13,984,022.21 -13,984,022.21 0.00 13,984,022.21 0.00 0.00 OCSF07511102 OCS LIQ OP CHANDLER FEDERAL HOME LN BKS CONS DISC MAT 06/17/2016 SEC ID:313384YM MT 6/17/2016 -985,000.000 982,223.94 -982,223.94 0.00 982,223.94 0.00 0.00 OCSM7511102 OCS LIQ OP CHANDLER FEDERAL HOME LN MTG CORP DISC MAT 06/06/2016 SEC ID:313396XU2 MT 6/6/2016 -2,000,000.000 1,998,040.00 -1,998,040.00 0.00 1,998,040.00 0.00 0.00 OCSM7511102 OCS LIQ OP CHANDLER FEDERAL HOME LN MTO CORP DISC MAT 06/27/2016 SEC ID:313396YRS MT 6/27/2016 -51000,000.000 4,998,434.72 -4,998,434.72 0.00 4,998,434.72 0.00 0.00 OCSF07511102 OCS LIQ OP CHANDLER PACCAR RNL CORP DISC 06/28/2016 SEC ID:69372AFU1 MT 6/28/2016 -3,000,000.000 2,998,895.01 -2,998,895.01 0.00 2,998,895.01 0.00 0.00 OCSM7511102 OCS LIQ OP CHANDLER TOYOTA MTR CR CP DISC 06/23/2016 SEC ID:89233GFP6 MT 6/23/2016 -1,200,000.000 1,197,640.00 -1,197,640.00 0.00 1,197,640.00 0.00 0.00 OCSM7511102 OCS LIQ OP CHANDLER TOTAL U.B.DOLLAR: 37,856,044.00 -37,856,044.00 0.00 37,856,044.00 0.00 0.00 0.00 I 0.00 T 0.00 C 0.00 8 TOTAL CASH&CASH EQUIVALENTS: 37,856,044.00 -37,856,044.00 0.00 37,856,044.00 0.00 0.00 0.001 0.00 T 0.00 C 0.00 S FIXED INCOME SECURITIES U.S. DOLLAR U S TREASURY NOTE 0.500%06/15/2016 DID 06/15/13 SEC ID:912828VG2 MT 6/15/2016 -14,000,000.000 14,000,000.00 -14,001,609.40 -1,609.40 14,000,000.00 0.00 0.00 OCSM7511102 OCS LIQ OP CHANDLER -1,609.40 I 0.00 T 0.00 C 0.00 S TOTAL MATURITM: 51,8561044.00 -51,857,653.40 -1,609A0 51,856,044.00 0.00 0.00 -1,609.40 I 0.00 T 0.00 C 0.00 8 712512016 6:28:24PM EDT 13 'Pending Settlement Workbench Transaction Report Report ID: T 8355 BNY MELLON Base Curreney: USD OCSD-CONSOLIDATED -OCSG00030000 6/1/2016 - 6/30/2016 Status: FINAL Trade Date Investment Investment Settle Date Currency Currency Tran Effective Date Amount Cost Gain/Loss Amount Cost Gain/Loss Code Settle Date Shares/Par Base Base Base Base Base CORPORATE ACTIONS U.B. DOLLAR ESC LEHMAN BRTH HLD ESCROW 0.000% 11/24/2013 DD O1/22/08 SEC ID:525ESCIB7 AVG 6/16/2016 0.000 0.00 -6,026.57 -6,026.57 0.00 0.00 0.00 OCSM7522202 OCS LONG CHANDLER -6,026,57 1 0.00 T 0.00 C 0.00 S CD 6/16/2016 0.000 6,026.57 0.00 6,026.57 6,026.57 0.00 0.00 OCSF07522202 OCS LONG CHANDLER 6,026.571 0.00 T 0.00 C 0.008 6,026.57 -6,026.57 0.00 6,026.57 0.00 0.00 0.00 I 0.00 T 0.00 C 0.008 LIQUIDATION LEHMAN BRTH HLD ESC SECID:525ESCOY6 CD 6/16/2016 0.000 20,017.47 0.00 20,017.47 20,017.47 0.00 0.00 OCSM7522202 OCS LONG CHANDLER 20,017.471 0.00 T 0.00 C 0.00 S TOTAL U.B.DOLLAR: 26,044.04 .6,026.57 20oO17.47 26,044.04 0.00 0.00 20,017.471 0.00 T 0.00 C 0.00 8 TOTAL CORPORATE ACTIONS: 26,044.04 -6,026.57 20,017.47 26,044.04 0.00 0.00 20,017.471 0.00 T 0.00 C 0.00 a GRAND TOTAL ACTIVITY: -480,698.12 .11,951,359.75 18,629.05 ASO,698.12 0.00 0.00 18,629.05 I 0.00 T 0.00 C 0.00 a 712512016 6:28:24PM EDT 14 'Pending Set0em nt Workbench Callan June 30,2016 Orange County Sanitation District Investment Measurement Service Quarterly Review The following report was prepared by Callan Associates Inc. ('CAI") using 'information from sources that include the following fund matee(s); fund custodian(s);investment managens);CAI computer software;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 Information 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 regarding, nor shall Callan be responsible for, the purchase, sale, hedge or holding of individual securities, including, without limitation securities of the client(i.e.,company stock)or derivadves In the client's accounts.In preparing the follh ing report,CAI has not reviewed the nsks of individual security holdings m the conformity of individual security holdings with the client's'mvestinent policies and guidelines,nor has it assumed any responsibility to do so.Advice pertaining to the minus of individual securities and derivatives should be discussed with a third party securities expert Copyright 2016 by Callan Assocates Inc. Table of Contents June 30, 2016 Capital Market Review 1 Active Management Overview Market Overview 8 Domestic Fixed Income 9 Asset Allocation Investment Manager Asset Allocation 11 Investment Manager Returns 12 Asset Class Risk and Return 16 Manager Analysis Chandler-Long Tenn Operating Fund 18 Chandler-Liquid Operating Money 22 Callan Research/Education 24 Definitions 27 Disclosures 32 Callan Orange County Sanitation District Executive Summary for Period Ending June 30, 2016 Asset Allocation June 30, 2016 Markel Value Weiaht Net New Inv. Domestic Fixed Income Long Term Operating Fund' 332,095,445 70.48% 10,600,000 Tolal Fund $472,296,686 1000% $86,100,000 Performance Last Last Last Last Last 3 5 7 Quarter Year Years Years Years Domestic Fixed Income Long Tenn Operating FundA 0.73% 2,53% 1.70% 1.86% 2.66% Chandler 0.73% 2,53% - - - Bamlays Govt/Cred 1-5 Year ldx 0.98% 2,63% 1.92% 1.77% 2.47% ML 1-5 Govt/Corp 0.98% 2.65% 2.00% 1.85% 2.55% Liquid Operating Monies^ 0.09% 0.36% 0.20% 0.19% 0.22% Chandler 0.09% 0.36% - - - Citigrouo 3-Month Treasury Bill 0.05% 0.14% 0.07% 0.06% 0.08% Total Fund 0.54% 2.00% 1.44% 1.57% 2.24% Target` 0.80% 2,15% 1,61% 1.49% 2.05% Current Quarter Target=80.0%ML 1-5 GoWCoip and 20.0%3mo T-Bills. AA.ssets were transferred in kind to Chandler on 12/1/2014.Previous performance reflects PIMCO. Recent Developments During the quarter, $86.1 million was deposited into the total portfolio. $10.6 million was contributed to the Long Term Operating Fund and $75.5 was deposited into the Liquid Operating Monies. Organizational Issues N/A Manager Performance Fixed income markets have seen impressive returns since the start of the year. Interest rates were range-bound for much of the quarter but fell sharply after the surprise outcome from the referendum in the U.K. Yields on treasuries longer than three months fell at increasing increments. The 10-year U.S. Treasury yield approached record lows, closing the quarter at 1.49%, nearly 30 bps lower than first quarter-end and nearly 80 bps below year-end. For the quarter, the Barclays Aggregate Index gained 2.2%, bringing its year to date return to 5.3%. Government securities slightly trailed the broader market (Barclays Government Index: +2.0%) while Credit securities advanced 3.5% (Barclays Credit Index) in the June quarter. Callan OrangeC My 5ani�etluu Dlsticl July 29,2010 Inflation protected securities increased 1.7% (Barclays US TIPS Index). Given very strong performance in April, high yield was the best performer for the quarter (ML High Yield CP Index: +5.8%) and is up 9.2%this year. The Long Term Operating Fund was up 0.73% in the quarter, underperforming the ML 1-5 Govt/Corp Index (+0.98%) and ranking in the 48' percentile versus peers. The relative underperformance came in the month of June as interest rates fell after the Brexit vote. The portfolio is short duration versus the benchmark (2.45 versus 2.75), which hurt on a relative basis as interest rates declined. Chandler was also underweight the benchmark in the 1-3 year portion of the curve, which was a headwind. The Long Term Operation 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, 2016 (see page 21). The Liquid Operating Portfolio returned 0.05% (after fees) in the quarter, which was slightly lower than the return of the 3-Month Treasury Bill (+0.06%). Rates on Treasuries with maturities longer than 3 months declined during the latter part of the quarter, while those on the 3 month Treasury rose. The Portfolio returned 0.21% (after fees)for the trailing year. Gordon M. Weightman, CFA Vice President 2 Capital Market Review CA Callan NSTITUTE l CMR Preview Second Quarter 2016 This "Preview" contains excerpts from the upcoming Capital Broad Market Quarterly Returns Market Review (CMR) newsletter, which will be published at the end of July. Us.Equh IRuasell3lxw) — 2,63% 464%0 Nan-U.S.Equity(MSCI ACWI ex USA) Greener Grass U.S.Fixed(Bamays Aggregate) 2.21% N h_U.S.Fasd(Citl Non-U.S.) -4.04% U.S. EQUITY I Lauren Mathias, CFA Cash(g0-Day T-Bills) 1 0.07% Soumeff Bamlayv Gligmup,Mnrtlll Lynch,MSCI,Russell Imcstment Group Though the S&P 500 Index ended in positive territory (+2.46%), it was subject to substantial volatility during the quarter. The U.K.'s vote to leave the European Union sent Rally Across the Board global markets reeling in late June; the S&P 500 fell 5.3% in the first two trading days after the vote. Volatility, as mea- U.S. FIXED INCOME I Nathan Wong, CFA sured by VIX, spiked but remained below values posted in Treasuries rallied in a flight to quality during the second quarter January. Despite uncertainty abroad and the steep drop after Brexit, the S&P 500 ended the quarter only 1.5% below its Br U.S. economic data and trepidation geedto asurrounding re dovish Brexit dominated activity. The Fed changed to a more dovish all-time high achieved in May 2015.Amid the global turmoil, it tone as the quarter ended.The Barclays U.S.Aggregate Index appears the grass is greener in the U.S. Continued on pg.2 increased 2.21%, while the Barclays High Yield Corporate Index again outpaced it with a 5.52%gain. Fasten Your Seat Belts Continued on pg.4 NON-U.S. EQUITY I Lyman Jung How Low Can Rates Go? For the second Consecutive quarter, non-U.S. equity markets NON.U.S. FIXED INCOME I Kevin Machiz, CFA, FRM endured a bout of extreme volatility. After a tepid start to the quarter, markets reacted to the surprise June 23 Brexit referen- Sovereign yields fell in the second quarter, driven largely by a dum to leave the European Union.Global markets lost$2 trillion knee-jerk reaction to Brexit, Sentiment to reduce risk, and glob- the day after, but quickly stabilized. In this uncertain environ- ally loose monetary policy. That led major global bond indexes ment,we expect volatility to Continue. to show positive returns for the quarter. Despite the vote, the MSCI ACWI ex USA Index ended the In addition, most major global currencies weakened against quarter down only slightly (-0.64%), buoyed by accommodat- the U.S. dollar during the quarter. The British pound was the ing central bank policies and a strong rebound in commodity hardest hit, plummeting 7% versus the U.S. dollar. While the prices. Energy (+8.05%) led the charge, followed by Health U.S. dollar broadly strengthened immediately following Brexit, Continued on pg.3 Continued on pg.5 Knowledge. Experience. Integrity. U.S. Equity: Greener Grass With economic uncertainty and lower interest rates in the Continued from pg. 1 foreseeable future, defensive and yielding areas of the mar- ket did well: Utilities, Telecommunications, Health Care, and Global markets did not appear to affect domestic production Consumer Staples. Factors like low beta and high dividend either: Manufacturing activity increased (the ISM Composite yield were in favor and boosted the performance of these sec- Index hit a 16-month high);existing home sales were up 4.5% tors.After a long period of poor performance, Energy was by in May; and retail sales showed strength. But disappointing far the leading sector, buoyed by an almost 30% increase in unemployment figures-4.7% due to a lower labor force par- oil prices. Financials lagged, mostly due to a tough June— ticipation rate of 62.6%—and first-quarter GDP lower than the both the Brexit crisis and absent interest rate hike were the rate for 2015(1.1%vs.2.4%)prompted the Fed to keep inter- culprits. Health Care and Technology, large sectors in the est rates at current levels. growth benchmark, were dragged down by the phamlaceu- ticals/biotechnology and hardware and equipment industries, After another strong quarter, value remained ahead of growth respectively. Stock correlations elevated in June, making it in all capitalizations (Russell 2000 Value Index: +4.31% and challenging for active management; however, levels remain Russell 2000 Growth Index: +3.24%);the difference was most below those experienced in 2015. significant within large capitalizations (Russell 1000 Value Index: +4.58% and Russell 1000 Growth Index: +0.61%). The U.S. equity market managed to escape a tumultuous Smaller was better. micro-, small-, and mid-capitalization com- June with positive results in the full quarter. However, active panies outpaced large-capitalization stocks (Russell Microcap funds have found it challenging to outpace their respective Index: +3.97%,Russell 2000 Index:+3.79%, Russell Midcap benchmarks this year—fewer than 50%were able to do so. Index: +3.18%,and Russell 1000 Index: +2.54%). Quarterly Performance of select Sectors Rolling One-Year Relative Returns (vs. Russell 1000) •Russell 1000 •Russell 2000 •Russell 1"Sol •Russell 1000 Velse •Russell 1000 30% 0% I I I4.83F I I I I I Energy utilities Consumer Technology Olscretlonary -20%-------_ ______________________ Source:Russell lrrvEsiment Group 9697 90 99 00 01 02 03 00 OS O6 07 08 09 10 11 12 13 14 1518 Source.Russell Investment Group 2 1 Callan Non-U.S. Equity: Fasten Your Seat Belts Rolling One-Year Relative Returns Continued from pg. 1 (vs.MSCI World ex USA, USD hedged) •MSCI Pacific •MSCI Europa •MSCI Wand ex USA Care(+4,29%)as investors favored defensive,dividend-paying 40% stocks amid the turmoil. Economic and interest-rate-Sensitive 30%---- ------- - - - - - - - - - - - - - - - - - - - sectors fared worst,with Consumer Discretionary(-6.87%)and 20%- ------- - - - - - - - - - - - - - - - - - - Financials(-4.31%)leading the plunge. 10% -- --- --------- -- - 0% Around the broader markets, the MSCI Emerging Markets -10% -- ---- -- ---------- --- Index (+0.66%) bested its developed counterpart in the MSCI -20% World ex USA Index (-1.05%). Without Canada (+3.4%), the a0% best-performing country in developed markets,the MSCI EAFE -40% p^r 'I^ I �, ,r2'^�1 ^I„ 'u6"W ^ „ 9fi9] 98 99 00 01 02 03 00 OS O6 0] 08 09 10 11 12 13 16 1fi 1fi Index was even more depressed(-1.46%).MSCI ACWI ex USA source MAO Growth Index continued an eight-quarter trend of outperform- ing the Value Index. Moreover,MSCI ACWI ex USA Small Cap In contrast to Europe, the MSCI Pacific Index (+0.87%)fared (487%) topped its developed cousin, MSCI World ex USA much better, boosted by Japan (+1.01%) and New Zealand Small Cap Index(-1.28%). (+5.85%). While Japan was positive on a U.S. dollar-return basis, on a local-return basis Japan fell 7.80% because the As Brexit dominated the headlines, European equity markets yen surged 10%in the quarter--despite operating in a negative fell sharply only to rally in the final few days of the quarter.The interest rate environment.The yen has been bolstered by its re- MSCI Europe Index finished down 2.69%. Amid a general emergence as a haven currency with an uncertain Europe and trend to safe-haven countries,Switzerland(+2.03%)was a top- also by the dollar's recent weakness after the Federal Reserve performer. Italy(-10.45%)and Spain(-7.67%)were among the pared back expectations of U.S. interest rate increases. New worst mainly due to double-digit declines in banks burdened by Zealand gained on improved sentiment partly due to a reported souring loans and the potential loss of the U.K.as the financial trade surplus that was more than double analysts'forecast. center. Regionally, European sectors performed in line with the rest of the developed world. Energy stocks contributed 12.51% Emerging marketcountries produced a wide spectrum of returns, thanks to oil at nearly$50.Conversely,Consumer Discretionary but closed out the quarter slightly ahead (MSCI Emerging and Financials tumbled 11.10% and 10.82%, respectively, Market Index: +0.66%). Commodity producers such as Brazil weighed down by recession fears and concerns about a slow- (+13.90%) and Russia (+4,05%) benefited from the rebound down in finance and investment activity. in oil prices, continuing their first-quarter rally. The former was also propped up by an impeachment motion against President Clime Rousseff that sent the equity market into a frenzied rally. Regional Quarterly Performance (U.S.Dollar) Stocks in China ended the quarter nearly flat(+0.11%)thanks MSCI Japan — tot% to a slower predicted growth of 6.6%, the weakest since the Global Financial Crisis. Further, concerns about the amount of MSCI Enreging Markets —0.66% debt on corporate balance sheets and recent policy changes Mscl Pacific Ax Japan —oss% led to questions on how much stimulus the government would 4.66% MSCI ACWI ex USA provide to sustain growth. Elsewhere,stocks in India(+3.72%) -1.05% MSCI Wand ex USA advanced on faster-than-expected growth and earnings of z6ex- MSCI Enrope some of its biggest companies, bolstered by optimism about Source:MSCI the nations economic recovery. Knowledge. Experience. Integrity. I 3 U.S. Fixed Income- Rally Across the Board rates, with new issuance of$350 billion during the quarter. On Continued from pg. 1 a duration-adjusted basis, industrials outperformed utilities and financials. Corporate spreads were generally flat before expe- The surprising vote in the U.K. to exit the European Union trig- dancing some widening in reaction to the Bmxit and ended the gered an immediate run on risk assets. The panic was short- quarter at 156 bps. MBS gained 1.11%, outperforming like, lived and credit spreads ended the quarter marginally tighter as duration Treasuries by 3 bps.MBS spreads also widened as the mare-rational investors assessed the broader strength of the quarter closed on prepayment fears. High-yield bonds contin- U.S. economy and the relatively attractive opportunities within ued to rebound, gaining 5.52%and outperforming like duration the U.S.fixed income markets. Treasuries by 411 bps. New issuance amounted to $84 billion, returning to more normal levels and more than doubling the Following the Brexit vote, the Fed elected not to make any amount in the prior quarter. changes at its June meeting. Its forward-looking dot plot now implies a reduced number of rate hikes from four to three,while Historical 10-Year Yields the long-term projection for the short-term rate was lowered from 3.25%to 3.0%. 1111U.s.10-YearTheasury Yleld 010-Year TIPS Yield •Breakeven Inflation Role 6% Yields declined across the maturity spectrum with the 10-year 5%-- -- yield closing the quarter at 1.47%,its lowest level in nearly three 4% years.Weak economic data and the negative yield environment around the globe contributed to downward pressure on U.S. 3%------ — ———— — ————— yields.The 2-to 30-year spread tightened to 170 bps by the end 2%——— of the quarter. Treasury returns were strong, particularly on the 1%—————— ____ ________________ long end of the curve,with 30-year Treasuries gaining 7.24%.All 0% sectors rallied and produced positive returns, with investment- grade corporates leading the way. Inflation-protected securities -1%I ' I I . I . I . I . 1 4 ' 1 ' I 06 0] OB W 10 11 12 13 14 15 18 trailed their nominal counterparts but continued their strong per- Suuree:Bloomberg formance for the year. Corporate credit performed well across the quality spectrum, U.S.Treasury Yield Curves gaining 3.48% and outperforming Treasuries by 97 bps on a •June 30,2016 • March 31,2016 •June 30,2015 duration-adjusted basis. Companies took advantage of low 5% Fixed Income Index Quarterly Returns 4% Barclays Aggregate j— 2.21% a% _________ _. Barclays Treasury —2.10% Barclays Agencies _1.22% 2% Barclays CMBS j—2.2d% Barclays ABS j_1.17% Barclays MBS j_ 1.11% 1% Barclays Credit — 3,48% Barclays Corp.High Yield — 5.52% Bareleys US TIPS j 1.71% 0% 0 5 10 15 20 25 30 Source:Barclays Maturity(Years) Source:Bloomberg 4 I Callan Non-U.S. Fixed Income: How Low Can Emerging Spreads Over Developed (By Region) Rates Go? *Emerging Pmerces *EmergingEME4Eu ,WdleEutOm) eEmergingRsie Continued from pg. 1 a% - some of those gains were quickly erased over the remainder 6% of the quarter.The Japanese yen took an opposite tack among global currencies during the quarter and had soared 10%ver- 4% ____ _____ _ _______ sus the U.S. dollar by the end of the period. The yen's ten- dency to strengthen in risk-off environments proved a tailwind 2% to unhedged foreign bond returns for the quarter. The euro was weaker versus the dollar(-2.5%).The ECB maintained its 0% dovish stance, keeping interest rates negative and proceeding 11 12 13 14 15 16 with asset purchases announced in March. Interest rates fell seem:eareiaye across developed markets,leading to strong bond returns.The CIti Non-US World Government Bond Index was up 4.04% for the quarter (+3.11% hedged) while the Barclays Global 10-Year Global Government Bond Yields Aggregate returned 2.89% (+2.51% hedged). •U.S.Treasury •Germany •U.K. •Canada •Japan 6% In Germany, 10-year yields fell 28 bps and joined the rapidly growing universe of negative-yielding bonds. Similarly, 10-year a%yields in in Japan, which were already negative, fell a further 19 bps as the Bank of Japan maintained its easy monetary pol- a%_____ _ _ icy stance.The 10-year yield in the U.K. led the pack following 2%________________ Brexit, falling 55 bps, though it remained in positive territory by 1%------------ - ------ ----- the end of the quarter. Market expectations moved firmly toward 0% relatively easier monetary policy in the U.K. -1%i 06 OT 06 09 10 11 12 13 14 15 16 Emerging market bonds continued to rebound in the second Change in 10-Year Yields from 1016 to 2016 quarter despite a bumpy ride. Falling bond yields were a tail- .0.30% - U.S.Treasury wind and narrowing sovereign credit spreads further contributed 426% - Germany to returns. The hard currency JPM EMBI Global Diversified -0.55% U.K. Index returned 5.02%. Hard currency returns in most coun- 4.17%— Canada tries were positive, led by Venezuela. Bonds there have suf- 4.19% — Japan fered extreme volatility as markets speculate on the timing of the country's default. The local currency JPM GBI-EM Global Seem.:Bloomberg Diversified returned 2.96%, as local yields in emerging mar- kets generally followed those in developed markets lower.Brazil was the leader for returns in local markets as yields fell and the currency strengthened. During the quarter, Brazil's President Dilma Roussefi was suspended from the presidency during her impeachment trial.The market in Brazil has experienced volatil- ity as the political future of the country is being determined. Knowledge. Experience. Integrity. 5 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 first 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 30,2016 8% 6% 4% (32) ♦ (1) � 0% (2%) 54) (4%) (6%) Large Cap Small Cap Non-US Domestic Non-US Real Equity Equity Equity Fixed Income Fixed Income Estate w S&P Soo Russell 2000 MSCI EAFE Barclays Aggr Bd CiUNon-USGovt NCREIF Index 10th Percentile 402 6.04 0.90 2,80 3.74 3.92 25th Percentile 2.73 4.51 0.10) 2.62 3.64 3.05 Median 1.49 2.79 1.31) 2,36 3.30 2.1] 75th Percentile 0.47 1.63 2.29) 2.20 1.62 1.54 90th Percentile (098) 0.48 3.]2) 2.00 0.06 0.53 Index ♦ 2.66 3.79 (1.46) 2.21 4.04 2.03 Range of Separate Account Manager Returns by Asset Class One Year Ended June 30,2016 25% 20% 15% (5) 0% 62) is 5% (13) (63)® 0% N (10%) (58)� 5%) (20%) (251 Large Cap Small Cap Non-US Domestic Non-US Real EquXy Equity Equity Fixed Income Fixed Income Estate vs vs vs vs vs vs S&P 500 Russell 2000 MSCI EAFE Barclays Aggr Bd CXINon-USGovt NCREIF Index 10th Percentile 4.57 0.80 (4.07) 6,98 12.87 20.51 25th Percentile 257 (1.79) (6.80) 646 11.25 15.32 Median (025) (5.42) (9.43) 6,20 10.12 11.86 ]5[h Percentile (256) (10.37) (11.56) 5,85 5.39 7.35 90th Percentile (4.99) (18.30) (13.04) 5.39 2.38 0.75 Index ♦ 3.99 (e.73) (10.16) 6,00 13.85 10.64 Callan Orange County Sanitation Dial S Domestic Fixed Income Active Management Overview In the aftermath of the Brexit vote, the 10-year US Treasury yield approached record lows and closed the quarter at 1.49%, nearly 30 bps lower than 3/31 and 80 bps below the year-end level.The Barclays Aggregate Index gained 2.2%, bringing its 2016 result to +5.3%. Corporates outperformed like-duration Treasuries. Long duration assets posted double-digit returns with the Barclays Long US Govemment/Credit +6.6% for the quarter and +14.3% for six months. High yield was the best performing fixed income sector. The Barclays High Yield Index returned +5.5% for the quarter and is up 9.1% year-to-date after a weak start to the year. High yield has gained more than 15% since its trough on February 11. Core and Core Plus managers outperformed the Barclays Aggregate during the quarter. Core Plus managers underperformed this benchmark for the trailing one-year period, largely due to exposure to high yield. Separate Account Style Group Median Returns for Quarter Ended June 30,2016 Barclays Aggregate: 2.21% 10% Barclays High Vieltl: 5.52% Barclays Long Term: 6.55% 8% 6.66 6% -----------------------L2. --------- y 4.53 K "236 2% ------------- 1.56 0.I2 0% Defensive Intemled Core core Plus Extended Bank High Yield Bond Maturity Loans Separate Account Style Group Median Returns for One Year Ended June 30,2016 Barclays Aggregate: 6.00% 25% Zmays High Vieltl: 1.62% Bardays Lang Term: 15.72% 20% 15.48 15% _______________________ _____________ N C J N 10% 6.20 5.45 5% _________-4y4—_ _____________ .95 1.99 1.10 0% Defensive Inteimed Core Core Plus Extended Bank High Yield Bond Maturity Loans Callan Orange County Bair cation Diatiot g Asset Allocation Investment Manager Asset Allocation The table below contrasts the distribution of assets across the Fund's investment managers as of June 30, 2016, with the distribution as of March 31, 2016. 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 30,2016 March 31,2016 Market Value Weight Net New Inv. Inv. Return Market Value Weight Domestic Fixed Income Long Tana Operating Fund' 332.895,445 70.48% 10.600,000 2.416,986 319.878,459 83.37% Licuid OperimingMonies' 139,401,241 29.52% 75,500,000 111,741 63,789,500 1 . Total Fund $472,286,686 100.0% $96,100,000 $2,528,727 $888,687,856 100.0% 'Chandler replaced PIMCO during the 4th quarter of 2014.Assets were transferred In-kind as of IV01/2014. Callan Orange County Sanitation District 11 Investment Manager Returns The table below details the rates of return for the Fund's investment managers over various time periods ended June 30, 2016. 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 30,2016 Last Last Last Last Last 3 5 7 Quarter Year Years Years Years Domestic Fixed Income Long Term Operating Fund^ 0.73% 2.53% 1.70% 1.86% 2.66% Chandler 0.73% 2.53% - - - Barclays Govt/Cred 1-5 Year Idx 0.98% 2.63% 1.92% 1.77% 2.47% MIL 1-5 GovVCorp 0.98% 2.65% 2.00% 1.85% 2.55% Liquid Operating MoniesA 0.09% 0.36% 0.20% 0.19% 0.22% Chandler 0.09% 0.36% - - - CitiarouD 3-Month Treasury Bill 0.06% 0.14% 0.07% 0.06% 0.08% Total Fund 0.54% 2.00% 1.44% 1.57% 2.24% Target* 0.80% 2.15% 1.61% 1.49% 2.05% "Current Quarter Target=80.0% ML 1-5 Govt/Corp and 20.0%3mo T-Bills. AAssets were transferred in kind to Chandler on 12/1/2014. Previous perforrnance reflects PIMCO. Callan orange County 5annation Distract 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, 2016. 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 30,2016 Last Last Last 10 15 20-3/4 Years Years Years Domestic Fixed Income Long Term Operating Fund^ 3.69% 3.81% 4.62% Barclays Govt/Cred 1-5 Year Idx 3.51% 3.66% 4.43% MIL 1-5 Govt/Corp 3.54% 3.67% 4.46% Liquid Operating Monies^ 1.21% 1.62% 2.75% CitiarouD 3-Month Treasury Bill 0.96% 1.36% 2.42% Total Fund 3.22% 3.44% 4.33% Target' 3.02% 3.20% 4.05% "Current Quarter Target=80.0% ML 1-5 Govt/Corp and 20.0%3mo T-Bills. AAssets were transferred in kind to Chandler on 12/1/2014. Previous perforrnance reflects PIMCO. Callan orange County 5annation Distract is 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. 12/2015- 6/2016 2015 2014 2013 2012 Domestic Fixed Income Long Term Operating FundA 2.30% 0.85% 1.98% (1.77%) 3.06% Chandler 2.30% 0.85% - - - Barclays Govt/Cred 1-5 Year Idx 2.60% 0.97% 1.42% 0.28% 2.24% MIL 1-5 Govt/Corp 2.61% 1.05% 1.51% 0.32% 2.47% Liquid Operating Monie0 0.25% 0.22% 0.09% 0.13% 0.17% Chandler 0.25% 0.22% - - - Citigroup3-Month Treasury Bill 0.12% 0.03% 0.03% 0.05% 0.07% Total Fund 1.78% 0.80% 1.73% (1.49%) 2.70% Target* 2.11% 0.85% 1.21% 0.26% 1.99% "Current Quarter Target=80.0% MIL 1-5 Govt/Corp and 20.0%3mo T-Bills. AAssets were transferred in kind to Chandler on 12/1/2014. Previous performance reflects PIMCO. Callan orange County 5annation oistnot ty 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. 2011 2010 2009 2008 2007 Domestic Fixed Income Long Term Operating FundA 4.59% 4.42% 5.52% 5.37% 7.21% Barclays Govt/Cred 1-5 Year Idx 3.14% 4.08% 4.62% 5.12% 7.27% MIL 1-5 Govt/Corp 3.10% 4.17% 4.88% 4.65% 7.27% Liquid Operating MoniesA 0.24% 0.25% 0.58% 2.40% 5.25% Citigroup 3-Month Treasury Bill 0.08% 0.13% 0.16% 1.80% 4.74% Total Fund 3.70% 3.68% 4.65% 4.61% 6.84% Target* 2.49% 3.36% 3.93% 4.08% 6.76% "Current Quarter Target=80.0% MIL 1-5 Govt/Corp and 20.0%3mo T-Bills. AAssets were transferred in kind to Chandler on 12/1/2014. Previous performance reflects PIMCO. Callan orange County 5annation piav ct is 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 3.0% 2.5% 2.0% ~ E E N K 0.5% 0.0% 0.2% 04% 0.6% 0.6% 1.0% 1.2% 1.4% 1.8% 1.8% Standard Deviation Seven Year Annualized Risk vs Return Asset Classes vs Asset Class Median 2.5% a- 2.0% 1.5% E E d K 1.0% 0.5% 0.0% 00% 0.2%• 0.4% 0.6% 0.8% 1.0% 12% 14% 1.8% 1.8% Standard Deviation Callan orange County sanitation DiWd 1a Manager Analysis Chandler-Long Term Operating Fund Period Ended June 30, 2016 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 12/1/2014. Previous performance reflects PIMCO. Quarterly Summary and Highlights Quarterly Asset Growth • Long Term Operating Fund's portfolio posted a 0.73%return Beginning Market Value $319,878,459 for the quarter placing it in the 48 percentile of the CAI Net New Investment $10,600,000 Defensive Fixed Income group for the quarter and in the 7 percentile for the last year. Investment Gains/(Losses) $2,416,986 • Long Term Operating Fund's portfolio underperformed the Ending Market Value $332,895,445 ML 1-5 GovUCorp by 0.25% for the quarter and underperformed the ML 1-5 Govt/Corp for the year by 0.12%. Performance vs CAI Defensive Fixed Income(Gross) 6% 5% (( 1216) Al 4% 201®B12 1 3% 2% (1)AA�4 (6)�n�z 1� a�1 n(z 36) e�3 ( ®A3 2)®B2 1% 20)®A(4 ) 0% Last pr 1 ) Las[ Cheri Last 3 Yrs Last 5 Yrs Last 7 Yre Last 10 Yrs Last 20.5 Yrs Yr Inception 101h Percentile 1.13 2.48 2.30 2.08 2.25 3.33 3.86 4,65 25th Percentile 0.95 2.20 2.09 1.81 1.81 2.57 3.49 447 Medlan 0.72 1.95 1.85 1.57 1.49 2.17 3.13 4,12 75th Percentile 0.59 1.63 1.55 1.26 1.14 1.66 2.79 3.99 901h Percentile 0.51 1.40 1.42 1.15 1.07 1.50 2.56 3,80 Long Term Operating Fund •A 0.73 2.53 2.10 1.70 1.86 2.66 3.69 4,62 Barclays G.W(tre6 1-5 Year Mx •B 0.98 2.63 2.39 1.92 1.77 2.47 3.51 443 ML 1-5 GOV0Corp ♦ 0.98 2.65 2.44 2.00 1.85 2.55 3.54 4,46 CAI Defensive Fixed Income(Gross) Relative Return vs ML 1-5 Govt/Corp Annualized Seven Year Risk vs Return 2.0% 4.0% 1.5% ____ __ __ __ __ 3.5% N 1.0% 3.0% •.- N 2.5% a 0% m -It 2.0% . -• (0.5%) ____ __ __ not ____ __ __ _ __ __ 1.5% (1.5%) 1.0% 09 2010 2011 2012 2013 2014 2015 16 0.5 1.0 1.5 2.0 2.5 Long Term Opeating Fund Standard Deviation Callan Orange County Sanilation Diame, 18 Long Term Operating Fund Return Analysis Summary Return Analysis The graphs below analyze the managers 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 two charts illustrate the managers ranking relative to their style using various risk-adjusted return measures. Assets were transferred in kind to Chandler on 12/112014. Previous performance reflects PIMCO. Performance vs CAI Defensive Fixed Income(Gross) 20% 15% ( 15%% 3�F6 B A ]®A 14"A 1 j]�A1 ®A( 9 A( 0�5±A( ) (5%) A 0 ) (10%) MS.W16 2015 2014 M13 2012 2011 2010 moo 2008 2007 Min Percentile 2.45 1.18 1.50 1.20 4.48 2.72 4.71 13.74 6s3 7.03 25tM1 Percentile 2.11 1.03 1.2] 0.80 2.W 2.28 4.02 8.60 5.64 6.88 Metlian 1.76 0.90 1.11 0.65 1.81 1.8] 3.19 5.91 3.88 6.45 75th Percentile 1.55 0.]6 0.87 0.41 1.48 1.65 2.72 2.53 (0.1]) 5.66 901M1 Percentile 1.43 0.64 0.70 0.31 Os2 1.44 2.41 1.82 (3.4] 3.75 Long Term Operating Fund •A 2.30 0.85 1.98 (1]]) 3.06 4.59 4.42 5.52 5.37 7.21 Barclays GoWCre 1 15 Year ldx ■B 2.60 0.97 1.42 0.28 2.24 3.14 4.08 4.62 5A2 ].2] ML 1-5 GOWCory ♦ 2.61 1.05 1.51 0.32 2.47 3.10 4.17 4.88 4.65 ].2] Cumulative and Quarterly Relative Return vs ML 1.5 GoWCorp 6% 4% N E 2% 0% N > (2%) m (4%) _ ________ __ __ _ _ ___ (6%) (8%) 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 Long Term Operating Fund 0 Bardays GoWCmd 1-5 Year Itlx 0 CAI Defensive Fixetl Inc Risk Adjusted Return Measures vs ML 1.5 GoWCorp Rankings Against CAI Defensive Fixed Income(Gross) Seven Years Ended June 30,2016 541 ® (1 3sp5 2 •A(99� 1.0 ® (( "A�10 ) 1 1 0.0 p A(99 e(69 0 A10 5 (1) Alpha Traynor 0'0 Information Sharpe Excess Return RMio Ratio Ratio Ratio 10th Perwntile 0.87 3.82 101h Percentile t.fi] 2.23 0.71 251h Perwntile 0.85 3.27 251M1 Percentile 1.20 2.03 0.02 Metlian 0.37 3.03 Median 0.90 1.92 75th Perwntile 0.20 2.75 751h Percen4le 0.47 174 (L14 90tM1 Perwntile 0.03 2.50 90M1 Percentile 0.11 1.56 (1.42 Long Term Long Term Operating Fund •A (0.43) 2.08 Opemting Fund eA (O.W) 1.31 0.12 Bardeya GOWCred Barclays GOWCIad 1-5 Year Itlx 08 (0.06) 2.38 1-5 Year Itlx e B (O.73) 1.66 (0.93) Callan Orange County Baneation Dishict 19 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 30,2016 a.s 3.0 (8) 3) ♦ 2.5 El (14) (BJ (25) 2.0 1.5 (79) 1.0 (65) (60) 0.5 0.0 Avenge Effective coupon OA Duration Life Yield Ra[e Convexly loth Percentile 2.29 2.72 2.22 2.69 0.09 25th Percentile 1.91 2.27 1.61 2.22 0.05 Median 1.84 1.96 1.20 1.97 0.04 75[h Percentile 1.62 1.85 1.00 1.63 0.02 90th Percentile 1.44 1.56 0.76 1.20 0.00 Long Tom Operating Fund • 2.45 2.56 1.12 1.55 - BerclaysGoWCredl-5Yr ♦ 2.75 2.89 1.07 2.23 0.08 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 managers weighted average quality rating with the range of quality ratings for the style. Sector Allocation Quality Ratings June 30,2016 vs CAI Defensive Fixed Income TOPTray US Trsy m a------- se.o - AAA RMBS Cor,unc1144A) I�t AAt (19) 11 (20) Other AA ABS AA Tax-Exempt US Muni A. CMOs A Weighted Average CMBS Quality Rating Cash t0U Percentile AAA 25th Percentile AA Median AA Gov Related ax 75tit Percentile Aa 80U Percentile Aa 0% 10% 4% 30% 40% 50% 60% 70% Long Time Long Tom Operating Fund 0CAI Defensive Fixed Income Operating Fund • AAa Barclays GovVCred 1-5 Yr Barclays GaWCretl Ear ♦ PAt Callan Orange County Sanitation District 20 Long Term Operating Fund Portfolio Characteristics Summary As of June 30, 2016 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 Tray US Tray 32% 59% CMBS ABS- /7% As 1% Tax-Exempt US Muni ^* Other 8% / RMBS CMOs 29% 1% Gov Radiated 13% Core(rxl T 4A) Cora und25%144A) 72 Cash 1% Long Term Operating Fund Barclays Govt/Credit 1-5 Year Weighted Average: Duration Duration Distribution Long Tenn Operating Fund: 2." 50% Barclays GoWCredit 1-5 Year: 2.75 0 40% ____ I 40.3 ______ ___ Y 31.8 2.5 28520.8 ____ ____ _____ a 0% 0.0 0.0 1A 32 0.0 0.0 0.0 0.0 0.0 < 0-1 1-2 2-3 3-5 5-7 7-10 10 Years Duration Weighted Average: Quad Quality Distribution ■ Long Terra Operating Fund. nA+ 100% Barclays GOWCraditi-5Year. AA+ 0 'o 80% ___ __________ ___ ___ ___ r fi].9 ]1.8 ___ ___ ___ ___ 0 fio% — L ------- --- --- --- --- --- --- ---- `o � 40% d 20% 11.1 9.9 i2.6--12. 0% 3A 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.00.010.00.0 4.0 0.0 AAA M A BBB BB B CCC CC C D WR Quality Rating Callan Orange County Sanitation Didn"t 21 Chandler-Liquid Operating Money Period Ended June 30, 2016 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 0.05% Beginning Market Value $63,789,500 return for the quarter placing it in the 33 percentile of the CAI Net New Investment $75,500,000 Money Markel Funds group for the quarter and in the 18 percentile for the last year. Investment Gains/(Losses) $111,741 • Liquid Operating Money Net's portfolio underperformed the Ending Market Value $139,401,241 Citigroup 3-Month Treasury Bill by 0.02%for the quarter and outperformed the Citigroup 3-Month Treasury Bill for the year by 0.07%. Performance vs CAI Money Market Funds(Net) 3.0% 2.5% (13 2.0% 1.5% 1.0% 49)®(25 0.5% 24) (18 25) (11 22 1 P 19 0.0% (0.5%) Last Otr Last Chandler Last 3 Yrs Last 5 Yrs Last 7 Yrs Last 10 Yrs Last 20.5 Yrs Yr Inception 101h Percentile 0.28 0.31 0.26 0.16 0.13 0.14 1.20 2.0 250h Percentile 0.07 0.13 0.10 0.05 0.04 0.04 1.06 2.49 Median 0.02 0.03 0.03 0.02 0.01 0.02 0.96 Zn 75th Percentile 0.00 0.01 0.01 0.01 0.01 0.01 0.86 2.21 90th Percentile 0.00 0.00 0.00 0.00 0.00 0.00 0.77 2.06 Liquid Operating Money Net • 0.05 0.21 0.16 0.05 0.04 0.07 1.06 2.60 Citigroup 3-Month Treasury Bill ♦ 0.06 0.14 0.10 0.07 0.06 0,08 0.96 2,42 Relative Returns vs CAI Money Market Funds(Net) Citigroup 3-Month Treasury Bill Annualized Seven Year Risk vs Return 0.10% 2.5% 0.08% ---- -- -- -- -- -- 2.0% 0.06% N 0.04% 1.5% c m 0.00% 0.5% 0.0% (0.04%) (0.06%) (0.5%) 09 2010 2011 2012 2013 2014 2015 16 (0.5) 0.0 0Z 1.0 1.5 2.0 Z5 Liquid Operating Money Net Standard Deviation Callan Orange County Saneetion DieVict 22 Liquid Operating Money Net Return Analysis Summary Return Analysis The graphs below analyze the managers 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 two charts illustrate the managers ranking relative to their style using various risk-adjusted return measures. Assets were transferred in kind to Chandler on 12/112014. Previous performance reflects PIMCO. Performance vs CAI Money Market Funds(Net) 6% 5% 48®1r 4% 3% 2% 60®37 I% 14 0% (t%) 12/1S M16 2015 2014 M13 2012 2011 2010 moo 2000 2007 101h Percentile 0.28 0.11 0.07 0.08 OA8 0.08 0.15 0.53 2.T 5.20 25th Percentile 0.12 0.03 0.02 0.02 0.03 0.02 0.05 0.28 2.46 4.99 Median 0.03 0.01 0.01 0.01 Oct 0.01 0.01 0.12 2.02 4.70 75th Percentile 0.00 0.00 0.00 0.00 0.00 0.00 0.01 0.03 1.45 4.34 901h Percentile 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.01 1.07 3.89 Liquid Operating Money Net • 0.17 0.07 (0.06) 10.02) 0.02 0.09 0.10 0.43 2.25 5.09 Citigroup 3-Month Treani ll ♦ 0.12 0.03 0.03 0.0 0.07 0.08 0.13 0.16 1.80 4.74 Cumulative and Quarterly Relative Return vs Citigroup 3-Month Treasury Bill 1.5% w 1.0% c m 0.5% K N � 0.0% N � (0.5%) (1.0%) 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 Liquid Operating Money Net 0CAI Money Marker Funda Risk Adjusted Return Measures vs Citigroup 3-Month Treasury Bill Rankings Against CAI Money Market Funds(Net) Seven Years Ended June 30,2016 0.08 10 0.06 0) o ON (10) 0.0z (20) n.00 (30) 0.06) (o)(0A6) 54) (a08) (T0) (0.10) Alpha Tutor (90) IMormarion BharPe Excess Return RM10 Ratio Ratio Ratio 10b Percentile 0.04 (0.00) 101h Percentile Os7 0.54 1.13 25th Percentile (0.03) (0.05) 25th Percentile (1.08 ((1.90) (1.22 Metlian 0.05) 0.08) Median (1.18 (1.22) (2.28 75th Percentile 0.06) 0.06) 15th Percen4le ((2.08 (28.16) (2.55 90b Percentile 0.06) 0.02) 90ih Percentile (2.41 (70.39) (295 Liquid Operating Liquid Operating Moneyl Net a (0.05) 0.05 Money Net a (1.22) (0.50) (tl Callan 1 Orange County 6anilation Deal 23 Callan Research/Education CA AN LL Callan INSTITUTE end Quarter 2016 Education Research and Educational Programs The Callan Institute provides research that updates clients on the latest industry trends while helping them learn through carefully struc- tured educational programs.Visit www.callan.com/research to see all of our publications, or for more information contact Anna West at 415,974.5060/institute@callan.com. New Research from Callan's Experts _ c Aspiring Managers: Negotiating the Dual Emerging Markets:Opportunities and Chal- Realities Facing Diverse and Emerging P� lenges in Public Equity Investing I Callan's Managers I Callan Chairman and CEO Ron .' global equity investment experts (Andy lead, Peyton and Callan Connects Manager Lauren -_ CFA, Ho Hwang, and Lyman Jung)write that Mathias, CFA, provide perspective on the di- despite risks,emerging market equities still can verse and emerging manager arenas and offer == play an important role in well-diversified institu- --- thoughts on how these managers can succeed. - ---` 0onal portfolios. Asset Managers and ESG:Sensing Opportunity,Bigger Firms Real Estate Indicators: Too Hot to Touch or Cool Enough to Lead the Charge I In Callan's ESG survey of asset managers,au- Handle? I Callan's Real Assets Consulting group identifies seven thor Mark Wood,CFA,reveals that the majority of large asset man- indicators that have helped signal when the institutional real estate agement firms have formal ESG policies,while smaller firms have market is overheated or has cooled down. yet to exhibit widespread adoption.Around one-third of managers with a formal ESG policy expect it will help them achieve higher Periodicals nsk-adjusted returns and improved risk profiles over the long term. Private Markets Trends,Spring 20161 The latest on private equity. Video: Sustainability in Real Estate Investing I Sarah Angus, DC Observer,tat Quarter 20161 The PPA, 10 years later:DC as- CAIA, a consultant in Callan's Real Assets Consulting group, dis- sets have grown and target date funds have skyrocketed. cusses the benefits in using sustainable practices in managing real Hedge Fund Monitor,1st Quarter20161 The latest on lheea funds, estate buildings,including higher tenant satisfaction and retention, plus the challenges in the search for above-average managers. greater occupancy,and increased values. Considering Currency Hedging in an Equity Portfolio: 10 Market Pulse Flipbook, 1st Quarter 2016 1 A guide covering in- Charts to Help Frame a Policy I Callan recommends a mea- vestment and fund sponsor trends, the U.S. economy, the capital seared approach to managing currency,including creating a policy markets,and Callan's proprietary DC Index. to ensure short-term decisions made during painful times are in Capital Market Review,1st Quarter 20161 Insights on the econo- line with the long-term strategic goals of the plan.These 10 charts my and recent performance in equities,fixed income,altematives, provide context for currency hedging discussions. real estate,and more. Video:The Costs of Closing:Nuclear Decommissioning Trusts) Inside Callan's Database, list Quarter 20161 A look at perfor- Julia Moriarty,CFA,of Callan's Capital Markets Research group dis- mance and risk data from Callan's proprietary database and rel- cusses hedging costs,the impact of license extension,and more. evant market indices. The Center for Investment Training Events Educational Sessions Miss out on a Callan conference or workshop? Event summa- The Center for Investment Training, better known as the "Callan ries and speakers' presentations are available on our website: College; provides a foundation of knowledge for industry profes- https://w ..callan.com/education/Cil/ sionals who are involved in the investment decision-making pro- Mark your calendars for our fall Regional Workshop, October cess.It was founded in 1994 to provide clients and non-clients alike 25 in New York and October 26 in Chicago, and our National with basic-to intermediate-level instruction.Our next session is: Conference, January 23-25, 2017, at the Palace Hotel in San Introduction to Investments Francisco. Chicago, October 18- 9, 2016 This session familiarizes fund sponsor trustees, staff, and asset For more information about events, please contact Barb management advisors with basic investment theory,terminology, Gerraty: 415.274.3093/gerraty@callan.com and practices. It lasts oneand-a-half days and is designed for in- dividuals who have less than two years of expedience with asset- 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 each day,and dinner on the first evening with the instructors. Customized Sessions The "Callan College" is equipped to customize a curriculum to meet the training and educational needs of a specific organization. These tailored sessions range from basic to advanced and can take place anywhere—even at your office. Learn more at htlps:/t...callan.com/education/college/ or contact Kathleen Cunnie:415.274.30291 cunnie@callan.com Education: By the Numbers 500 Attendees(on average)of the 50+ Unique pieces of research the Institute's annual National Conference Institute generates each year 3 500 Total attendees of the"Callan 980 Year the Callan Institute f College"since 1994 was founded "We think the best way to learn something is to teach it. 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 been cornerstones of our firm for more than 40 years." Ron Peyton,Chairman and CEO Callan V @CallanAssoc ® 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 risk. 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 manager's 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 risk/reward tradeoff for diverging from the index when the index is mandated to be the"riskless"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 28 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 (is. 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-diversifable or systematic)risk and residual (diversifiable or unsystematic)risk. The purpose of portfolio diversification is to reduce the residual risk 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 29 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 identify 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 Slated 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 30 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 ("bulletness"). 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 31 Disclosures Callan Quarterly List as of June 30, 2016 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 conflicts of interest encountered in the investment consulting industry and that it is our responsibility to manage those conflicts effectively and in the best interest of our clients. At Callan,we employ a robust process to identify,manage,monitor and disclose potential conflicts on an on-going basis. The list below is an important component of our conflicts management and disclosure process. It identifies those investment managers that pay Callan fees for educational,consulting,sottware,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,particularly those investment manager clients that the fund sponsor clients may be using or considering using.Please refer to Callan's ADV Part 2A for a more detailed description of the services and products that 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 dients may request a copy of the most currently available list st 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 Capital Group Aberdeen Asset Management PLC CastleAM Management,LLC Acadian Asset Management LLC Causeway Capital Management AEGON USA Investment Management Chartwell Investment Partners Affiliated Managers Group,Inc. ClearBridge Investments,LLC AllianceBernstein Cohen&Steers Capital Management,Inc. Allianz Global Investors Columbia Management Investment Advisers,LLC Allianz Life Insurance Company of North Amerca Columbus Circle Investors American Century Investment Management Corbin Capital Partners,L.P. Amundi Smith Breeden LLC Cornerstone Capital Management Analytic Investors Cramer Rosenthal McGlynn,LLC Angelo,Gordon&Co. Crawford Investment Counsel,Inc. Apollo Global Management Credit Suisse Asset Management AOR Capital Management Grantham Investors,Inc. Area Management LLC DE Shaw Investment Management,LLC Adel Investments,LLC Delaware Investments Anstotle Capital Management,LLC DePdnes,Race&Zollo,Inc. Artisan Holdings Deutsche Asset Management Atlanta Capital Management Co.,LLC Diamond Hill Investments Aviva Investors Americas Duff&Phelps Investment Mgmt,Co. AXA Investment Managers Eagle Asset Management,Inc. Babson Capital Management EARNEST Partners,LLC Sallie Gifford Overseas Limited Eaton Vance Management Baird Advisors Epoch Investment Partners,Inc. Bank of America Fayez Sarofim&Company Baring Asset Management Federated Investors Baron Capital Management,Inc. Fidelity Institutional Asset Management — Barrow,Hanley,Mewhinney&Strauss,LLC Firm Capital Global Asset Management BlackRock First Eagle Investment Management,LLC BMO Asset Management,Corp. First Hawaiian Bank Wealth Management Division BNP Paribas Investment Partners Fisher Investments BNV Mellon Asset Management _ Fort Washington Investment Advisors,Inc. Boston Partners Franklin Templeton Institutional Brandes Investment Partners,L.P. ` Fred Alger Management,Inc. Brandywine Global Investment Management,LLC Fuller&Thaler Asset Management,Inc. Brown Brothers Hardman&Company GAM(USA)Inc. Cambiar Investors,LLC GE Asset Management — CZ11an I Knowledge.Experience.Integrity. Page 1 of 2 Manager Name Manager Name GMO Parametric Particle Associates Goldman Sachs Asset Management Peregrine Capital Management,Inc. Grand-Jean Capital Management PGIM Guggenheim Investments PineBridge Investments GW&K Investment Management Pinnacle Asset Management L.P. Harbor Capital Group Trust Pioneer Investments Hartford Funds PNC Capital Advisers,LLC Hartford Investment Management Co. Principal Global Investors Henderson Global Investors Private Ativisors, LLC Hotchkis&Wiley Capital Management,LLC Putnam Investments,LLC HSBC Global Asset Management QMA(Quantitative Management Associates) Income Research+Management,Inc. BBC Global Asset Management Insight Investment Management Limited Regions Financial Corporation Institutional Capital LLC RidgeWorth Capital Management, Inc. INTECH Investment Management,LLC Rockefeller&Co.,Inc. Invesco Rothschild Asset Management,Inc. Invested Asset Management Russell Investments Janus Capital Management,LLC Santander Global Facilities Jensen Investment Management Schroder Investment Management North America Inc. J.P.Morgan Asset Management Scout Investments KeyCorp SEI Investments Lazard Asset Management Smith,Graham&Co.Investment Advisors,L.P. Legal&General Investment Management America Smith Group Asset Management Lincoln National Corporation Standard Life Investments Limited LMCG Investments,LLC Standish Longview Partners Stale Street Global Advisers Loomis,Bayles&Company,L.P. Stone Harbor Investment Partners,L.P. Lord Abbeft&Company Systematic Financial Management Los Angeles Capital Management T.Rowe Price Associates,Inc. LSV Asset Management Taplin,Canida&Habacht MacKay Shields LLC The Boston Company Asset Management,LLC Man Investments Inc. The Hartford Manulife Asset Management The London Company Martin Currie Inc. The TCW Group,Inc. MFS Investment Management Tri-Star Trust Bank MaFirst Bank UBS Asset Management Mondrian Investment Partners Limited Van Eck Global Montag&Caldwell,LLC Versus Capital Group Morgan Stanley Investment Management Victory Capital Management Inc. Mountain Lake Investment Management LLC Vontobel Asset Management,Inc. MUFG Union Bank,N.A. Voya Financial Neuberger Berman Voya Investment Management(fka ING) Newton Investment Management(fka Newton Capital Management) Waddell&Reed Asset Management Group Nikko Asset Management Co.,Ltd. WCM Investment Management Northern Trust Asset Management WEDGE Capital Management Nuveen Investments,Inc. Wellington Management Company,LLP OR Global Asset Management Wells Capital Management Old Mutual Asset Management Western Asset Management Company Opus Capital Management Inc. William Blair&Company Pacific Investment Management Company Callan I Knowledge. Experience.Integrity. Page 2 of 2 Investment Report Orange County Sanitation District Period Ending June 30, 2016 Diego,6225 Lusk Boulevard I San Table of Contents SECTION 1 Economic Update SECTION 2 Account Profile SECTION 3 Consolidated Information SECTION 4 Portfolio Holdings SECTION 1 Economic Update h ,� GIL Economic Update ■ The Federal Open Market Committee(FOMC) voted to keep the fed funds rate unchanged at the June 14-15 meeting. The FOMC statement was mostly balanced, noting that the pace of labor market gains slowed but economic activity picked up. Brexit fears and the corresponding volatility in sovereign bond yields, along with the disappointing May jobs report, likely prompted the Fed to keep monetary policy on hold. In her press conference, Fed Chair Yellen conceded that the Fed can more effectively respond to an overshoot of inflation than they can to a weakening labor market and/or deflation. In hindsight, the Fed's cautious stance in June seems to have been prudent. Just a week later, Britain's unexpected vote to the leave the European Union was a shock to the financial markets and prompted a broad selloff of risk assets and spike in volatility. The long-term implications of the Brexit vote are highly uncertain. Near term, we expect financial market volatility to remain elevated and interest rates to stay lower for longer. We believe the hurdle rate for future fed funds rate hikes has moved materially higher. Furthermore, we expect the Federal Reserve to remain on hold over the near-term. ■ Although the global economy faces headwinds, domestic economic data continues to point toward modest growth, in our view. Nonfarm payroll growth was lower in the second quarter than the first quarter, but remained high enough to absorb new entrants into the labor market. The unemployment rate was 4.9% in June and wage growth continued to tick higher during the month. Consumer confidence remains strong and consumer spending has recently improved. The housing sector appears healthy and pricing remains firm. Meanwhile, manufacturing trends have improved but remain sluggish. Inflation pressures are muted (for now)with the Core PCE index up just 1.6%year-over-year in May. First quarter 2016 GDP grew 1.1%, following growth of 1.4% in the fourth quarter. The consensus forecast call for GDP growth of 2.5% in the second quarter and 2.2% in the third quarter. ■ In June, the 2-year Treasury yield declined nearly 30 basis points and the 10-year Treasury yield declined almost 38 basis points. Negative interest rates in Europe and Japan, investors' hunt for yield, and a global flight to quality continue to fuel demand for US Treasury securities. Elevated market volatility, the potential for a further slowdown in global economic growth, and highly accommodative monetary policies by other global central banks will continue to influence the Federal Reserve. The FOMC's median projection calls for two rate hikes before year-end, but we believe this projection is unlikely to be met. CHILI Employment Nonfarm Payroll (000's) Unemployment Rate 5.0% 14.0% ,m 350 —Undamby.nt Ram(U6) 300 18 0% —Unempmyment Rafe(W) g 250 2.0% 11.0% w200 m 10.0% 9.0% i 150 V 8.0% i 0 100 7.0% S 8.0% 50 5.0% 0 4.0% ob 44, 441, 4 9 �9 S S S S S S 4 4 9 S S S S 6 6 Source:US Department of Labor Swv .US Department&Labor Nonfarm payrolls were much stronger than expected in June, up 287,000 versus the consensus forecast of 180,000. However, May payrolls (which were already quite low)were revised down to 11,000 from 38,000. During the second quarter, payrolls increased by an average of 147,000 per month, compared to an average of 196,000 during the first quarter. Job growth has decelerated but remains consistent with slow domestic economic growth. The unemployment rate increased to 4.9% in June from 4.7% in May, as the participation rate increased to 62.7% from 62.6%. 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, edged down to 9.6%from 9.7%. Wages inched up 0.1% in June, following growth of 0.2% in May. On a year-over-year basis, wages were up 2.6% in June. s CAI Inflation Consumer Price Index (CPI) Personal Consumption Expenditures 3.0% 3.0% CPI YOY%Change —PCE Pace Deflator YOY%Change 2.5% =Co.CP1 YOY%Change 2.5% PCE Gore celatOr YOV%CM1ange 0 2.0% n 2.0% C w u C. 11.5% .5% 1.0% 1.0% O O 0.5% 0.5% 0.0% 0.0% -Q551 a A -0.5% , ��, ydl, � ~O4. 44, 95. 4$1, 79 I9 I9 7e 7S 7S 7e ,1, 7S 7y � 7S �S �S 7S �S 70 Source:US Oeparfinenf of Labor Source:US Department of Labor Inflation pressures remain contained for now. The Consumer Price Index (CPI) was up just 1.0% year-over-year in June, vs. 1.1%p in May. Core CPI (CPI less food and energy) was up 2.3%p year-over-year in June, vs. 2.2% in May. The Personal Consumption Expenditures (PCE) index was up 0.9% year-over-year in May, vs. up 1.1% in April. Core PCE (excluding food and energy) was unchanged in May, up 1.6% year-over-year. Although Core CPI is trending above 2.0%, the Fed's primary inflation gauge is PCE which remains below the Fed's 2.0%p target. s GAIL Consumer Retail Sales YOY % Change Consumer Confidence s.0% 110 5.0% 105 m 4.0% 00 tW 95 3.0% — 90 j 2.0% 85 1.0% 80 0.0% 75 '4. sP oP 2i sP �e ya, gin. ¢i. �� �95, �° �,a 4 2 �@i c ,7S ASS e�S �6 �S �4 7F 7F 4F 70 :70 lS 1S 'a 4S 70 /6 /C 4E Source:US Department or Commerce Souroe:FMeral Reserve Retail sales rose 2.7% in June on a year-over-year basis, following a 2.2% increase in May. Retail sales were up 0.6% month-over- month, well above expectations. Excluding autos and gas, retail sales were up 0.7% month-over-month, vs. expectations of 0.3%. Meanwhile, the consumer confidence indexjumped to 98.0 in June from 92.4 in May. Overall, reports on consumer spending have been mixed in recent months but we believe the underlying trend is favorable. CAI Economic Activity Leading Economic Indicators (LEI) Chicago Fed National Activity Index 1.0% (CFNAI) 0.40 0.8% 0.30 u 0.6% m 0.20 a u 0.4% 0.10 s 0.00 0.2% e f -0.10 0.20 -a2% -030 -04% 440 A A Jc7 .Q k 95,E h� 9--� k� 93.E L- ,k °k 95, h -k 0 _ 0 % N T % � N°k 64 �h o 'r 'u S S S S s �s �v 'v 'r 's 7s 's 7s 's 's Soo. no Conference 6oar0 Soort FECeref Reserve Bank of CMcaV The Index of Leading Economic Indicators (LEI) declined 0.2% in May, dragged down by a since-reversed jump in initial jobless claims. According to the Conference Board (which publishes the LEI), "while the LEI suggests the economy will continue growing at a moderate pace in the near term, volatility in financial markets and a moderating outlook in labor markets could pose downside risks to growth" Meanwhile, the Chicago Fed National Activity Index (CFNAI) declined to -0.36 in May on a 3-month moving average basis, a level consistent with below-trend economic growth. Notably, a reading below -0.70 on a 3-month moving average basis has historically corresponded with the onset of a recession; fortunately the CFNAI remains safely above that level. . E C& I Housing Housing Starts S&P/CaseShiller 20 City Composite Home 1400 _ 12.0% Price Index •Mulfl Family Houtlng SIaM1a p 1200 •Single Family Housing 5tlr6 - 10.0% 1000 mm 8.0% 800 w f U 6.0% 600 X n c 4.0% i 400 U 200 2.0% 0 0.0% ya qa 90 ala 90 do 2a 10. 6i 4 an 94 �i 4, W b lal4 9.� klq lb,l$ ll$ .Ql$ kl$ 95,1s hie lq lq lq 13. lS. l$ `76, l$ l$ Source:US Census Bureau S...SB Total housing starts slipped 0.3%on a month-over-month basis in May, but were up 9.5%on a year-over-year basis. Month-over-month, single-family starts rose 0.3% in May while multi-family starts declined 1.2%. However, year-over-year, single-family starts were up 10.1% in May and multi-family starts were up 8.4%. Housing starts tend to be volatile on a month-to-month basis and the data is subject to revision. Multi-family starts were particularly strong in 2015, making the year-over-year comparison challenging. We believe underlying trends in the housing market remain healthy. According to the Case-Shiller 20-City home price index, home prices were up 5.4%year-over-year in April, vs. up 5.5%year-over-year in March. C& I Manufacturing Institute of Supply Management Purchasing Capacity Utilization so Manager Index 80.0% Expanding 58 An 79.0 56 78.0% 54 77.0% 52 50 76.0% contraotlng 48 75.0% 46 74.0% 1�4 Ok 1%1, V41% `fin, 004 2>a 11'% `1 n% �4 O� �a. N'� % O% >4 74 74 >S >S >S >S >6 >S 74 74 >A >S >S >S >S >6 76 Sourre:Imadule h Supply Management Source:Federel Reserve The Institute for Supply Management(ISM) manufacturing index increased to 53.2 in June from 51.3 in May. The index is above the 50.0 breakeven level, which suggests that the manufacturing sector is expanding slightly. Notably, a reading above 43.1 over a period of time is generally indicative of broad economic expansion, based on the historical relationship between the index and GDP growth. Meanwhile, capacity utilization, which is production divided by capacity, increased to 75.4%g in June from 74.9% in May. The capacity utilization rate remains below the long-run average of 80.0% (1972-2015), suggesting there is still excess capacity in the industrial sector. io CIL Gross Domestic Product (GDP) Gross Domestic Product(GDP) 5.0% 7G�ernmment tion Expenditur17,0%1 ,(,, .0% 1.7% Lox 4.0% estic Investme .1% -0.2% -0.3% 3.0% 2.0% mports .3% -0.1% 0.1%ent Expenditures .0% 0.2% -0.1% 0.0% al State and Loral tCa umption and Gross 0.5% 0.3% -0.1% 0.3% -1.0% W' I Irrvestmem) Total 1.4% 1.1% •D 744"7SB4344"71%7p4s"7?%70%,4;44�e 5�47,%,70 Scume: USDepadmentolcommeme Source: USDepaH rfo(Comrmme First quarter real GDP growth was revised up again to 1.1%, from the second estimate of 0.8%and the advance estimate of 0.5%. This follows growth of 1.4% in the fourth quarter. The second upward revision to first quarter GDP was driven by an upward adjustment to nonresidential investment and net exports. Growth from Personal Consumption Expenditures (PCE) decelerated in the first quarter from the fourth quarter but continued to be the biggest overall contributor to economic growth. Market participants are forecasting GDP growth of about 2.5% in the second quarter of 2016. GAL Bond Yields US Treasury Note Yields US Treasury Yield Curve 3.0% 3.5% 2-Veer —Ju,16 5-Veer 30% �Mer-18 2.5% 10.Vear �JUMS 2 2.0% .5% e X 2.0% a 1.5% a_ YIle s 1.s% 0% 0.5% 0.5% 0.0% 0.0% O $ d s 2l S` �§ aGa a,s s Seq'S ,s ,s `F�1e �/o�✓o sy 3Oh Source:BbomDery Source:Blaom6erg Over the past three months, the yield curve flattened with the 2-year Treasury yield down 14 basis points and the 10-year Treasury yield down 30 basis points. The flattening is even more pronounced on a year-over-year basis with the 2-year Treasury yield down 6 basis points and the 10-year Treasury yield down nearly 90 basis points. Over the past year,financial market volatility has been elevated due to weak global economic growth, volatile commodity prices, and divergent global central bank monetary policy. I� SECTION 2 �-� Account Profile ti 1j GI 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. GRI Compliance CA Orange County Sanitation District Long Term June 30,2016 COMPLIANCE • Assets managed by Chand/erAsset Management are in full compliance wth State lawand wth the investment policy Category Standard Comment Treasury Issues 5 years maximum maturity Complies` Supranational "AA"or better by 1 of 3 NRSROs; 30%maximum; 5%max issuer; 5 years maturity; Complies Includes only, IADB BIRD,and IFC per CGC U.S.Agencies 20%max issuer, 5 years maximum matuity Complies U.S.Corporate(MTNs) "A"or better long tens rating by 1 of 3 NRSROs; 30%maximum;5%max issuer, 5 Complies` years max maturity Municipal Securities "A"or higher by l of 3 NRSROS;10%maximum; 5%max issuer, 5years maximum Complies maturity Asset Backed/CMOs/ "AA"or better by 1 of 3 NRSROs; "A"or higher issuer rating by 1 of 3 NRSROs; 20% Complies' Mortgage-backed maximum; 5%max issuer(excluding MBS/ ovtagency);5 ars max maturity Negotiable CDs "A"or better on its long term debt by l of 3 NRSROs; "Al/Pl"or highest shorttenn Complies ratings by l of 3 NRSROs; 30%maximum;5%max issuer; 5years max maturity 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%maximum; 5% Complies 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 term Complies debt issued; 25%maximum; 5%max issuer; 270 days max maturity Money Market Fund Highest rating by 2 of 3 NRSROs; 20%maximum; 10%max issuer Complies Repurchase Agreements 102%collateralization Complies Reverse Repurchase 5%maximum,90 days max maturity Complies Agreements LAIF Not used by investment adviser Complies Avg Duration Not to exceed 60 months - (80%to 120%of the benchmark) Complies Maximum Maturity 15 years maximum maturity IComplies' 'The portfolio has twenty-five(25)securities with maturities greater than 5 years including one(1)ABS.rive(5)CMOs,seventeen(17)MBS,one(1)corporate and one(1) treasury. All securities were inherited tram the previous manager and complied at time of purchase. CI Account Profile Portfolio Characteristics Orange County Sanitation District Long Term 06/30/2016 03/31/2016 Benchmark* Portfolio Portfolio Average Maturity(yrs) 2.74 2.87 2.93 Modified Duration 2.62 2.45 2.48 Average Purchase Yield n/a 1.43 % 1.40 % Average Market Yield 0.91 % 0.92 % 1.03 % Average Quality" AAA AA+/Aa1 AA+/Aa1 Total Market Value 332,689,518 319,604,149 BAML 1-5 Yr US CoMomte/Govl Rated AAA-A Index "Benchmatic is a blended rating of S&P,Mootly's,and Fitch.Portfolio is S&P and Moctlys respectively. Multiple securities were purchased across the Treasury, Agency, Asset Backed, Commercial Paper, and Corporate sectors of the market to keep the portfolio structure in-line with Chandler objectives. The purchased securities ranged in maturity from October 2016 to May 2021. One security was sold, three matured, and $10.6 million was contributed to the portfolio to facilitate the additional holdings in the portfolio. C& , Sector Distribution Orange County Sanitation District Long Term June 30, 2016 March 31, 2016 Commercial Commercial Paper\ Co Paper Cus o 3.5% Corporate 2.0% Corporate 20.8% 21.2% Municipal Municipal Bonds Bonds 1.4% 1.5% Money MBS Money MBS Market 0.7% Market 0.8% Fund Fund FI FI 0.6% 1.6% CIAO / CIAO 1'0 us/ 31.7% us Treasury 1.1 328% ABS ABS Treasury 7.0% Supranatlonal Supranatlonal Agency 4.5% Agency 4.7% 28.8% 26.7% The sector allocation was relatively stable. Issuers Orange County Sanitation District Long Term Issuer Report A990unt#10268 As of 6130J2016 Gowramentof United States US lrcanm_ 3L70% Federal National Mortgage Association Agency 11.16% Federal Home Loan Bank Agency 9.29% Federal Home Loan Mortgage Corp Agency 8.33% Honda ABS ASS 2.22% Toyota ABS ABS 2.12% Bank ofiokyo-Mil UFJ Commercial Paper 1.99 John Deere ABS ABS 1.82% Wells Fargo Corp US C marrate 1.71% JP Morgan Chase&Co US Corporate 1.65% General Electric Co US Corporate 1.56% Deere&Company US Corporate 1.56% Qualcomm Inc US Corporate 1.55% Inter-American Dev Bank Supranational 1.51% Intl Bank Racon and Development Supranaliotul 1.51% International Finance Corp Supranationd 1.51% Toyota Motor Corp Commercial Paper 1.50% Bank of America Corp US Corporate 1.40% ChevronTexaw Corp US Corporate 1.37% HSBC USA Corp US Corporate 1.29% Honda Motor Corporation US Corporate 1.23% Apple Inc US Corporate 1.23% Eli Lilly&Co US Corporate 1.24% Morgan Stanley US Corporate 0.98% American Express Credit US Corporate 0.97% Exxon Mobil Corp US Corporate 0.94% Port Amhority of New York and New Jersey Municipal Bonds 0.94% JP Morgan ABS ABS 0.75% Federal Home Loan Mortgage Corp CIAO 0.70% Bank of New York US Corporate 0.65% Drefus Treasury MMKT FD 521 Money Market Fund FI 0.65% Occidental Petroleum Corporation US Corporate 0.61% Intel Corp US Corporate 0.61% issuers Continued C/" Orange County Sanitation District Long Term Issuer Report Account p10268 As of 6/3012016 I"n, Nam, Investment Type '/i. Portfolio Federal National Mortgage Association NIBS 0.60% New York City Transitional Finance Authority Municipal Bonds 0.47% Goldman Sachs Inc. US Corporate 0.20% University ofCalifornis Municipal Bonds 0.14% Federal National Mortgage Association CIVIC) 0.14% NCUA Guaranteed Notes CMO 0.14% GNMA MBS 0.08% AMRESCO Residental Securities Corp MBS 0.03% Small Business Administration ABS 0.03% SLM Corp ABS 0.01% GNMA CIVIC) 0.01% Federal Home Loan Mortgage Corp MBS 0.00% Total 100.00% Quality Distribution Orange County Sanitation District Long Term June 30, 2016 vs. March 31, 2016 100.0% 60.0% 60.0% 40.0% 20.0% 0.0% AAA AA A <A NR 6130/16 3/31/16 AAA AA A <A NR 6/30116 11.1 % 71.7% 9.9% 3.4% 4.0% 3131116 12.0 % 70.4% 10.2 % 3.5% 3.9% Source:S&P Ratings Duration Distribution Orange County Sanitation District Long Term June 30, 2016 vs. March 31, 2016 25.0% 20.0% 15.0% 10.0% 5.0% 0.0%---Il 91 MAI 0-0.25 0.25-0.50 0.50-1 1-2 2-3 3-4 4-5 5+ 6/30/2016 = 3/31/2016 0 .0.25 0.25-0.50 0.50-1 1 -2 2.3 3-4 4.5 5+ 6130116 4.3 % 10.7% 9.8 % 20.8% 17.2% 20.8% 13.2% 3.2% 3131116 7.0 % 5.5% 9.7 % 24.4% 12.2% 24.2 % 13.8% 3.3% Duration Distribution Orange County Sanitation District Long Term Portfolio Compared to the Benchmark as of June 30, 2016 35.0% 30.0% 25.0% 20.0% 15.0% 10.0% 5.0% 0.0% 0-0.25 0.25-0.50 0.50-1 1 -2 2-3 3-4 4-5 5+ = Portfolio , Benchmark' 0-0.25 0.25-0.50 0.50-1 1 -2 2-3 3-4 4-5 5+ Portfolio 4.3% 10.7% 9.8% 20.8% 17.2% 20.8% 13.2% 3.2% Benchmark* 1.0% 0.1 % 3.6% 30.2% 27.4% 22.8% 14.9% 0.0% BAML 1.5 Vr US Corpoale/Govl Rated AAA-A Index The duration of the portfolio contracted moderately, currently 2.45 versus 2.48 at the end of the prior quarter. The Chandler team continues to keep portfolio durations moderately below the benchmark in anticipation of the possibility of a tightening of monetary policy later this year. C�" , Investment Performance Orange County Sanitation District Long Term Period Ending June 30, 2016 Total Rate of Return Annualized Since Inception November 30,2014 3,00% 2.50% 2.00% 1.50% 1.00% 0.50% 0.00% 12 months 2 years 3 years 5 years 10 years Since Inception Orange County Sanitation District Long Tenn BAIL 1-5 yr US Corporate/Govt Rated AAA-A Index Annualized 3 months 12 months 2 years 3 years 5 years 10 years Since Inception Orange County Sanitation District Long Term 0.72% 2.47% N/A N/A N/A N/A 1.83% BAML 1-5 Yr US Corporate/Gout Rated AAA-A Index 0.87% 2.57% N/A N/A N/A N/A 2.02% 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 earnings, realized and unrealized gains and losses in the portfolio. Compliance CA Orange County Sanitation District Liquid June 30,2016 COMPLIANCE WITH INVESTMENT POLICY Assets managed by ChandlerAsset Management are in full compliance wth State lawand wth me investmentpolicy Category Standard Comment Treasury Issues l year maximum maturity, Minimum allocation of 10% Complies Suprenational "AA"or better by l of 3 NRSROs; 30%mabmum; 5%max issuer; Complies` 1 year maturity; Includes only: IADB,BRD,and IFC per CGC U.S.Agencies 20%max issuer; l year maximum maturity Complies U.S.Corporate(MTNs) "A"or better long tend rating by 1 of 3 NRSROs;30%maximum; Complies 5%max issuer; 1 year max maturity Asset Backed/CMOs "AA"or better by l of 3 NRSROs; "A"or higher issuer rating by l Complies of NRSROs; 20%mabmum; 5%max issuer, 1year max maturity Negotiable CDs "A"or better on its long tens debt by 1 of 3 NRSROs; "Al/P1"or Complies highest short tens ratings by 1 of 3 NRSROs; 30%maximum;5% max issuerl War max maturity CDs/TDS 5%max issuer; 1 year max maturity Complies Banker's Acceptances A-1,or equivalent short tens reting by l of 3 NRSROS; 40% Complies maximum; 5%max issuer; 180 days max maturity Commercial Paper A-1,orecuivalent by l of 3 NRSROS; "A"or better by l of 3 Complies NRSROs,if long tens debt issued; 25%maximum; 5%max issuer; 270 days max maturity Money Market Fund Highest rating by 2 of 3 NRSROs; 20%maximum;10%max issuer Complies Repurchase Agreements 102%collateraliwtIon Complies Reverse Repurchase 5%maximum,90 days max maturity Complies Agreements LAIF Not used by investment adviser Complies Prohibited Municipal Securities Complies Prohibited Mortgage Securities Complies Avg Duration Nottoexcee: 180days; Max duration of 1/2 year Complies Maximum Maturity l year maximum maturity Complies 'IFC is at 5.7%, however the aggregate portblio is in compliance with the investment Policy. CI Account Profile Portfolio Characteristics Orange County Sanitation District Liquid 06/30/2016 03/31/2016 Benchmark* Portfolio Portfolio Average Maturity(yrs) 0.15 0.13 0.27 Modified Duration 0.15 0.13 0.27 Average Purchase Yield n/a 0.40 % 0.58 % Average Market Yield 0.23 % 0.38 % 0.46 % Average Quality" AAA AAA/Aaa AA+/Aaa Total Market Value 139,402,771 63,791,781 BAML 3-Month US Treasury Bill Index "Benchnnailc is a blended rating of S&P,Moody's,and Fitch.Portfolio is S&P and Mootlys respectively. Many securities were purchased across the Treasury, Agency, Supranational, Commercial Paper, and Corporate sectors of the market to keep the liquidity portfolio as fully invested as possible. The purchased securities ranged in maturity from May 2016 to May 2017. Many securities matured, in addition to a net$75.5 million contribution into the portfolio, to facilitate the new holdings. C& , Sector Distribution Orange County Sanitation District Liquid June 30, 2016 March 31, 2016 us us Corporate Corporate 11.2% 14.2% Commercial us Commercial us Paper Treasury Paper Treasury 4.2% � 48.0% 3.9% 40.9% Money Money Market Market Negotiable Fund Fund CD FI FI 1.6% 1.4% 6.6% Agency Supranatlonal Agency Supranatlonal 27.8% 9.3% 21.1 % 11.8% The sector allocation changed moderately on a quarter over quarter basis. The two largest changes were the 6.7% increase in the Agency allocation, to 27.8% of the portfolio, partially offset by the 5.2% decline in the money market allocation, to 1.4% of the portfolio. Issuers JJ" Orange County Sanitation District Liquid Issuer Report Account#10282 As of W3012016 Govemment of United States US Treasury 46.03% Federal Home Loan Bank Agency 15.42% Federal National Mortgage Association Agency 6.79% International Finance Corp Supmnational 5.74% Federal Home Loan Mortgage Corp Agency 5.56% Bank of Tokyo-Mit UFJ Commercial Paper 2.21% Intl Bank Resort and Development Supmnational 1.80% Inter-American Dev Bank Supmnational 1.80% Bank of New York US Corporate 1.46% IBM Corp US Corporate I A5% Wells Fargo Corp US Corporate I A5% Drefus Treasury MMKT FD 521 Money Market Fund FI 1.44% Toyota Motor Corp Commercial Paper 1.29% Berkshire Hathaway US Corporate 0.72% Coca Cola Co. US Corporate 0.72% General Electric Co US Corporate 0.72% JP Morgan Chose&Co US Corporate 0.72% US Bancorp US Corporate 0.72% Cisco Systems US Corporate 0.72% Apple Inc US Corporate 0.72% Honda Motor Corporation US Corporate 0.72% Deere&Company US Corporate 0.72% Rabobank Nederland NV NY Commercial Paper 0.71% Pepsi.Inc US Corporate 0.36% Total 100.00% Quality Distribution Orange County Sanitation District Liquid June 30, 2016 vs. March 31, 2016 100.0% 60.0% 60.0% 40.0% 20.0% 0.0 AAA PA A <A NR 6/30/16 0 3131116 AAA AA A <A NR 6/30116 67.6 % 26.2% 6.1 % 0.0% 0.0% 3131116 41.3 % 47.6% 9.5% 0.0% 1.6% Source:S&P Ratings Duration Distribution Orange County Sanitation District Liquid June 30, 2016 vs. March 31, 2016 100.0% 80.0% 60.0% 40.0% 20.0% 0.0% 0-0.25 0.25-0.50 0.50-1 1-1.5 1.5-2 2-2.5 2.5-3 3t 6/30/2016 = 3/31/2016 0 .0.25 0.25-0.50 0.50-1 1 .1.5 1.5.2 2 .2.5 2.5.3 3+ 6130116 81.1 % 15.6% 3.3 % 0.0% 0.0 % 0.0% 0.0 % 0.0% 3131116 63.2% 30.5% 6.3 % 0.0% 0.0 % 0.0% 0.0 % 0.0% ,uAR i Duration Distribution Orange County Sanitation District Liquid Portfolio Compared to the Benchmark as of June 30, 2016 120.0% 100.0% 80.0% 60.0% 40.0% ]k 20.0% 0.0% 0-0.25 0.25-0.50 0.50-1 1 -1.5 1.5-2 2-2.5 2.5-3 3+ = Portfolio - Benchmark' 0-0.25 0.25-0.50 0.50-1 1 -1.5 1.5-2 2-2.5 2.5-3 3+ Portfolio 81.1 % 15.6% 3.3% 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&Month US Treasury Bill Index The duration of the portfolio contracted, currently 0.13 versus 0.27 at the end of the prior quarter. The large cash flow needs in July are material contributors to the short duration; the Chandler team will be working to increase the duration of the portfolio during Q3. C�" , investment Performance Orange County Sanitation District Liquid Period Ending June 30, 2016 Total Rate of Return Annualized Since Inception November 30,2014 0.40% 0.30% 0.20% 0.10% 0.00% 12 months 2 years 3 years 5 years 10 years Since Inception Orange County Sanitation District Liquid BAIL 3-Month US Treasury BIII Index Annualized 3 months 12 months 2 years 3 years 5 years 10 years Since Inception Orange County Sanitation District Liquid 0.09% 0.37% N/A N/A N/A N/A 0.31 % BAML 3-Month US Treasury Bill Index 0.07% 0.19% N/A N/A N/A N/A 0.13% 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 earnings, realized and unrealized gains and losses in the portfolio. M GRI Compliance CA OCSD Lehman Exposure March 31,2016 COMPLIANCE Assets managed by Chandler Asset Management are in full compliance wth State lawand with the investment policy Category Standard Comment Treasury Issues 5 years maximum maturity, Complies Supranational "AA"or better by l of 3 NRSROs; 30%maximum; 5%max; 5 Complies years maturity; Includes only LADE,IBRD and IFC per CGC U.S.Agencies 20%maxissuer 5 were maximum maturity Conchae U.S.Corporate(MTNs) "A"or better long term rating by 1 of 3 NRSROs; 30%maximum; Complies" 5%max issuer; 5 years max aturty Municipal Securities "A"or higher by l of 3 NRSROS;10%maximum; 5%max issuer; Complies 5 years maximum maturity Asset Backed/CMOs/ "AA"or better by 1 of 3 NRSROs; "A"or higher issuer rating by 1 Complies Mortgage-backed of 3 NRSROs; 20%maximum; 5%max issuer(excluding MBS/ ovta enc ;5 years max maturity Negotiable CDs "A"or better on its long term debt by l of 3 NRSRCs; "Al/P1"or Complies highest short term ratings by 1 of 3 NRSROs; 30%maximum;5% max issuer, 5 years max maturity CDs/TDS 5%max issuer; S years max maturity Complies Bankers Acceptances A-1,or equWent highest short tens rating by l of 3 NRSROS; Complies 40%maximum; 5%max issuer 180 days max maturity Commercial Paper A-1,or equivalent by l of 3 NRSROS; "A"or better by l of 3 Complies NRSROs,if long term debt issued; 25%maximum; 5%max issuer, 270 days max maturity, Money Market Fund Highest rating by2 of 3 NRSROs; 20%maximum;l0%maxissmr Complies Repurchase A reements 102%collateralization Complies Reverse Repurchase 5%maximum,90 days max maturity Complies A reements LAIF Not used bv investment adviser Complies Aw Duration INotto exceed 60 months - 80%to120%ofthaben;Imark Complies Maximum Maturity 5 years maximum maturity Complies Account holds$2 million face value(cusip 525ESCOy6)and$600,000 race selue(cusip 525ESC1137)of defaulted lahmen Bros Holdings that ware purchased by the presous manager. Comple l at time of pumhase. CI Account Profile Portfolio Characteristics OCSD Lehman Exposure 06/30/2016 03/31/2016 Portfolio Portfolio Average Maturity(yrs) 22.17 19.28 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 Total Market Value 226,784 136,292 Portfolio is S&P and Mo ys respectively. SECTION 3 Consolidated Information CI Account Profile Portfolio Characteristics Orange County Sanitation District Consolidated 06/30/2016 03/31/2016 Portfolio Portfolio Average Maturity(yrs) 2.07 2.49 Modified Duration 1.77 2.11 Average Purchase Yield 1.12 % 1.26 % Average Market Yield 0.76 % 0.93 % Average Quality" AA+/Aa1 AA+/Aa1 Total Market Value 472,319,073 383,532,223 Portfolio is S&P and Mo ys respectively. CAI Sector Distribution Orange County Sanitation District Consolidated June 30, 2016 March 31, 2016 us us Corporate Corporals_ MBS 18.0% MBS 20.1 % - 0.7% 0.5% Commerl Commercial 17� Paper 2.3% us Treasury Municip Municipal I34.2% Bonds OS Bonds 1.0 Treasury 1.3% 35.9% Money Money Negotiable Market Market CC Fund Fund 0.3% FI FI common CIVIC, Stock CIVIC, 0.7 0.0% 0.9% Common Stack 0.0% � ABS _4 fi.3% Supranational 5.9% Supranatlonal Agency 5.9% 28.5% 25.7% SECTION 4 �Vz .. Portfolio Holdings L. C/" Orange County Sanitation District Long Term Holdings Report Account#10268 As of 6/30/16 Purchase D:m Cost Via:us Mkt Price Market Value %of Pod. Moodi Maturity CUSIP Security Description Par Value/Units Book Yi ld Book Via us Min YTM Accrued Ind. Gain/Loss Fitch Duration ABS 43813JAC9 Honda Auto Receivables 2014-1 A3 1,818,488.26 01/22/2015 1,812,947.56 99,97 1,817,908A6 0.55% Aaa/NR 1.39 0.67%Due 11/21/2017 0.90% 1,817,107.08 019% 338.44 801.08 AAA 0.27 89231 MACE) Toyota Auto Receivables Owner 2014-A 1,789,324.29 01/2112015 1,785,619.83 99.93 1,788,120.07 0.54% Asia/AAA 1.46 0.67%Due 12/15/2017 0.90% 1,788,298.12 0.90% 532.82 (178.05) NR 0.29 89231TAB6 Toyota Auto Receivables Owner 2015-C 1,651,134.81 011/18/2015 1,651,002.05 100.04 1,651,772.15 0.50% Aaa/AAA 1.63 0.92%Due 2/15/2018 0.93% 1,651,047.58 0.81 % 675.13 724.57 NR 0.34 43814GAC4 Honda Auto Receivables 2014-2 A3 1,174,856.35 04/08/2015 1,174,030.29 99.95 1,174,261.87 0.35% Aaa/AAA 1.72 0.77%Due 3/19/2018 0.83% 1,174,510.18 0.89% 326.68 (248.31) NR 0.43 43814NAB1 Honda Auto Receivables 2016-1 A2 2,565,000.00 02/16/2016 2,564,743.76 100.06 2,566,651.86 0.77% NR/AAA 1.97 1.01%Due 6/18/2018 1.02% 2,564,782.32 0.92% 935.51 1,869.54 AAA 0.71 161571GC2 Chase CHAT Pool#2013-A8 2,500,000.00 01/07/2016 2,499,121.10 100.07 2,501,675.00 0.75% fivi A 2.29 1.01%Due 10/15/2018 1.03% 2,499,270.35 0.77% 1,122.22 2,404.65 AAA 0.27 477877AD6 John Deere Owner Trust 2014-B A3 3,618,060.90 02/04/2015 3,619,756.86 100.04 3,619,591.34 1.09% Aaa/NR 2.38 1.07%Due 11/15/2018 1.05% 3,618,903.84 1.00% 1,720.59 687.50 AAA 0.60 892361 Toyota Auto Receivables Owner 2015-A 3,595,000.00 02/24/2015 3,594,456.44 100.18 3,601,467.41 1.08% Aaa/AAA 2.63 1.12%Due V15/2019 1.13% 3,594,700.76 0.92% 1,789.51 6,766.65 NR 0.87 47788MAC4 John Deere Owner Trust 2016-A A3 2,420,000.00 02/23/2016 2,419,619.09 100.37 2,428,881.40 0.73% Aaa/NR 3.79 1.36%Due 4/15/2020 1.37% 2,419,649.71 1.17% 1,462.76 9,231.69 AAA 1.87 43814QAC2 Honda Auto Receivables 2016-2 A3 1,810,000.00 05/24/2016 1,809,964.89 100.73 1,823,222.05 0.55% Aaa/NR 3.79 1.39%Due 4/15/2020 1.40% 1,809,965.66 1.04% 1,118.18 13,256.39 AAA 2.03 83162CLJO Small Business Administration 2001-20C 91,130.06 03/06/2001 91,130.06 106.22 96,801.08 0.03% Aae/AA+ 4.67 6.34%Due 3/12021 6.34% 91,130.06 3.68% 1,925.88 5,671.02 AAA 2.28 79445JAA5 SLMA 2008-9 A 39,605.20 011/22/2008 39,444.52 99.93 39,579.06 0.01 % Aae/AA+ 6.82 2.134%Due 4125M023 2.23% 39,582.09 2.16% 157.29 (3.03) AAA 0.05 23,061,836.45 23,109,931.45 6.95% Aaa/AAA 2.41 Total ABS 23,072,599.87 1.10% 23,068,947.75 0.94% 12,105.01 40,983.70 Aaa 0.79 AGENCY 3135GOESB FNMA Note 4,000,000.00 06/1112015 4,044,200ol) 100.34 4,013,784.00 1.21 % Aaa/AA+ 0.38 1.375%Due 11/152016 0.60% 4,011,600.38 0.45% 7,027.78 2,183.62 AAA 0.37 3137EADUO FHLMC Note 5,000,000.00 01/16/2015 4,991,050ul) 99.99 4,999,740.00 1.51 % Asa/AA+ 0.58 0.5%Due 127/2017 0.59% 4,997,45325 0.51 % 10,694.44 2,286.75 AAA 0.57 31331 FHLB Note 5,000,000.00 D522/2015 5,025,100.00 100.39 5,019,525.00 1.51 % Asa/AA+ 0.94 1%Due 6/92017 075% 5,011,556.11 0.58% 3,055.56 7,968.89 AAA 0.94 3137EADV8 FHLMC Note 5,000,000.00 06/2512015 4,994,250.00 100.15 5,007,435.00 1.51 % Asia/AA+ L04 0.75%Due 7/14/2017 0.81 % 4,997,098.13 0.61 % 17,395.83 10,336.87 AAA 1.03 3137EADN6 FHLMC Note 5,000,000.00 01/2312015 4,967,500.00 100.17 5,008,570.00 1.51 % Asia/AA+ 1.54 0.75%Due 1/12' 18 0.97% 4,983,179.30 0.64% 17,604.17 25,390.70 AAA 1.52 3137EADP1 FHLMC Note 5,000,000.00 01/1312015 4,974,100.00 100.16 5,009,215.00 1.51 % Asia/AA+ 1.68 0.875%Due 3/7/2018 1.04% 4,986,147.56 0.76% 13,854.17 23,067.44 AAA 1.67 Chandler Asset Management-CONFIDENTIAL 37 C/" Orange County Sanitation District Long Term Holdings Report Account#10268 As of 6/30/16 Purchase D:t. Cost V :us Mkt Price Market Value %of Pod. Mandl Maturity CUSIP Security Description Par Value/Units Book Yi ld Book Va us Mirt YTM Accrued Ind. Gain/Loss Fitch Duration AGENCY 313378A43 FHLB Note 7,500,000ol) 02/11/2015 7,544,850ol) 101.17 7,587,465ol) 2.29% Aaa IAA+ 1.69 1.375%Due 3/9/2018 1.18% 7,524,645.50 668% 32,083.33 62,819.50 AAA 1.67 3135GOG72 FNMA Note 5,000,000.00 12/18/2015 4,963,950.00 100.91 5,045,455.00 1.52% Aaa/AA+ 2.46 1.125%Due 12/142018 1.37% 4,970,339.03 0.75% 2,656.25 75,115.97 AAA 2.42 3133782M2 FHLB Note 7,500,000.00 Various 7,589,190.00 101.82 7,636,230.00 2.31 % Pass/AA+ 2.69 1.5%Due 3/8/2019 1.14% 7,570,052.63 0.82% 35,312.50 66,1T7.37 AAA 2.62 3135GOZG1 FNMA Note 5,000,000.00 12/15/2014 5,021,500.00 102.77 5,138,450.00 1.55% Pass/AA+ 3.20 1.75%Due 9/122019 1.66% 5,014,501 0.87% 26,493.06 123,942.78 AAA 3.10 3137EADM8 FHLMC Note 7,500,000.00 Various 7,399,650.00 101.19 7,589,062.50 2.29% Aee/AA+ 3.26 1.25%Due 10/22019 1.61 % 7,414,303.57 0.88% 23,1T7.08 174,758.93 AAA 3.18 313383HU8 FHLB Note 5,000,000.00 011/13/2015 5,008,950.00 102.66 5,133,035.00 1.54% Pass/AA+ 3.95 1.75%Due 6/12/2020 1.71 % 5,007,316.27 1.06% 4,618.06 125,718.73 NR 3.81 3135GOD75 FNMA NOW 5,000,000.00 11/16/2015 4,955,650.00 101.92 5,096,055.00 1.53% Pass/AA+ 3.98 1.5%Due 6222020 1.70% 4,961,646.10 1.01 % 1,875.00 134p08.90 AAA 3.86 3135GOF73 FNMA NOW 7,500,000.00 Various 7,370,726.00 101.70 7,627,222.50 2.30% Pass/AA+ 4.42 1.5%Due 11/30/2020 1.87% 7,384,832.77 1.11 % 9,687.50 242,389.73 AAA 4.26 3130A7CV5 FHLB Note 5,365,000.00 02/17/2016 5,343,325.40 101.18 5,428,264.08 1.64% Aee/AA+ 4.64 1.375%Due 21182021 1.46% 5,344,915.11 1.11 % 27,253.45 83,348.97 AAA 4.46 3135GOJ20 FNMA NOW 10,000,000.00 Various 10,040,950.00 101.04 10,103,600.00 3.05% Aaa/AA+ 4.66 1.375%Due 212612021 1.28% 10,031,565.78 1 A 5% 47,743.06 62,034.22 AAA 4.48 94,234,941.40 95,"3,108.08 28.77% Asa/AA+ 2.77 Total Agency 94,365,000.00 1.27% 94,221,158.71 0.84% 280,531.24 1,221,949.37 Aaa 2.69 CMO -1111 62881 NCUA Guaranteed Note CMO 20101 450,93889 11/10/2010 45Q93684 100.02 451,03945 0.14% Aaa IAA+ 1.35 0.837%Due 11/6/2017 0.00% 450,93684 081 % 25899 102.61 NR 0.00 31398VJ98 FHLMC FHMS K006 A2 900,000.00 11/2312010 91 109.68 91 0.30% Asia/AA- 3.57 4.251%Due 1/25/2020 3.54% 919,890+58 1.27% 3,188+25 67,188+02 AAA 3.18 3837H4NX9 GNMA Pool#2000-9 38,571.21 01/2412000 38,57111 100.26 38,672.27 0.01 % Aaa/AA+ 13.64 0.948%Due 2/16/2030 0.95% 38,571+21 0.79% 30.28 101.06 AAA 0.03 3133TCE95 FHLMC FSPC E3A 55,235.25 03/1111998 55,29302 104.12 57,501 0.02% Asa/AA+ 16.14 3.033%Due 8/15/2032 3.00% 55,262.39 1.24% 139.61 2,247+50 AAA 1.95 31396X3Q5 FNMA FNR 2007-114 A6 61,114.86 01/1012008 58,135.52 99.74 60,957.24 0.02% Asa/AA+ 21.34 0.659%Due 10/272037 1.00% 58,981.83 0.85% 4.47 1,975+41 AAA 0.45 31397QREO FNMA FNR 2011-3 FA 394,903.40 12/2012010 394,779.99 100.70 397,663.77 0.12% Ass/AA+ 24.67 1.129%Due 2/25/2041 1.13% 394,802+24 0.92% 74.33 2,861+53 AAA 0.07 31394JY35 FHLMC FSPC T-582A 1,057,136.31 06/0912011 1,197,206.84 119.89 1,267,411.29 0.38% Asia/AA+ 27.25 6.5%Due 925/2043 5.40% 1,175,301+14 3.79% 1,145+23 92,110+15 AAA 3.96 3,145,970.30 3,260,332.51 0.98% Aaa/AA+ 15.71 Total CMO 2,957,899.92 3.33% 3,093,746.23 2.13% 4,841.16 166,586.28 Aaa 2.55 Chandler Aeset Management-CONFIDENTIAL 38 CIAOrangeCounty Sanitation District Long Term Holdings Report Account#10268 As of 6/30/16 Purchase Date Cost Value Mkt Price Market Value %of Pod. Moody1S&P Maturity CUSIP Security Description Par Value/Units Book Yield Book Value Mat YTM Accrued Ind. Gain/Loss Fitch Duration COMMERCIAL PAPER 06538BKS1 Bank of Tokyo Mitsubishi NY Discount 6,630,000ol) 06127/2016 6,613,645S8 99,76 6,614,054S3 1.99% P-1 I A-1 032 CP 0.75% 6,614,054.83 0.75% 0.00 0.00 F-1 0.32 0.74%Due 1 012 612 01 6 89233GLJ3 Toyota Motor Credit Discount CP 5,000,000.00 05/19/2016 4,978,261.10 99.67 4,983,277.77 1.50% P-1/A-1+ 0.39 0.86%Due 11/18/2016 0.88% 4,983,277.77 0.88% 0.00 0.00 F-1 0.38 11,591,907.08 11,597,332.60 3A9% P-1/A-1 0.35 Total Commercial Paper 11,630,000.00 0.81 % 11,597,332.60 0.81% 0.00 0.00 F-1 0.35 MISS 31381 PDA3 FNMA FN 466397 363,587.86 12/01/2010 355,71960 107.89 392,261.85 0.12% Aaa IAA 4.34 3.4%Due 11/12020 3.80% 360,143.05 1.45% 240.37 32,118.80 AAA 3.89 36225CAZ9 GNMA Pool#G280023 26,862.10 OB/08/1997 27,307.01 103.66 27,845.76 0.01 % Aaa/AA+ 10.48 1.625%Due 12/20/2026 1.52% 27,020.97 1.54% 36.38 824.79 AAA 4.30 36225CC20 GNMA Pool#G280088 31,171.98 08/11/1997 31,853.87 103.74 32,339.15 0.01 % Aaa/AA+ 10.98 2%Due 6202027 1.86% 31,422.80 1.29% 51.95 916.35 AAA 3.39 31348SWZ3 FHLMC FH 786064 2,549.59 02/18/2000 2,487.51 103.48 2,638.19 0.00% Aaa/AA- 11.51 2.697%Due 1/1/2028 2.89% 2,523.95 2.04% 5.73 114.24 AAA 0.51 31371NUC7 FNMA FN 257179 28,935.75 12/05/2011 30,602.39 109.08 31,563.67 0.01 % Aaa/AA+ 11.76 4.5%Due 4/1/2028 3.72% 30,136.96 1.47% 108.51 1,426.71 AAA 3.14 31417YAY3 FNMA Pool#FN MA0022 34,250.27 12/05/2011 36,223.00 109.08 37,360.85 0.01 % Aaa/AA- 12.76 4.5%Due 4/1/2029 3.76% 35,703.91 1.59% 128.44 1,656.94 AAA 3.25 3138EG6F6 FNMA FN AL0869 22,029.28 12/05/2011 23,298.13 109.08 24,029.96 0.01 % Aaa/AA+ 12.93 4.5%Due 6/1/2029 3.77% 22,967.45 1.48% 19.28 1,062.51 AAA 3.05 03215PFN4 AMRESCO Residential Securities 1999-1 133,743.29 05/20/2011 100,432.85 82.55 110,411.77 0.03% NR/AA+ 12.99 A 4.89% 109,835.60 3.25% 30.97 576.17 BBB 10.59 1.389%Due 6/25/2029 36225CNM4 GNMA Pool#G280395 11,149.13 03/152000 11,048.07 103.84 11,5T7.38 0.00% Ass/AA- 13.81 1.75%Due 420/2030 1.81 % 11,102.49 1.49% 16.26 474.89 AAA 4.80 36225CN28 GNMA Pool#G280408 87,999.50 03/152000 87,105.77 103.78 91,323.33 0.03% Aaa/AA- 13.90 1.75%Due 5/20/2030 1.81 % 87,585.72 1.09% 128.33 3.737.61 AAA 2.73 31403GXF4 FNMA Pool#FN 748678 5.934.37 06/102013 6.379.45 111.64 6.625.21 0.00% Aaa/AA- 17.27 5%Due 10/12033 4.16% 6.314.22 1.53% 24.73 310.99 AAA 3.41 36225DCBS GNMA Pool#G280965 94,473.41 07/192ON 94,414.38 104.27 98,511.96 0.03% Ass/AA- 18.07 1.875%Due 7/20/2034 1.88% 94,437.78 1.49% 147.61 4.074.18 AAA 5.01 31406XWT5 FNMA Pool#FN 823358 184,521.44 01/11woli 183,079.88 105.06 193,853.06 0.06% Ass/AA- 18.60 2.535%Due 2J1/2035 2.69% 183,698.16 2.36% 389.80 10,254.90 AAA 0.52 31406PQYB FNMA Pool#FN 815971 351,305.21 06/102013 377,653.11 111.14 390,433.58 0.12% Ass/AA- 18.68 5%Due 3/12035 4.21 % 374,043.99 1.82% 1,463.77 16,389.59 AAA 3.58 31407BXH7 FNMA Pool#FN 826080 36,358.16 06/102013 39,085.01 111.32 40,474.89 0.01 % Ass/AA- 19.01 5%Due 7/1/2035 4.22% 38,717.17 1.82% 151.49 1.757.72 AAA 3.59 Chandler Asset Management-CONFIDENTIAL 39 C/" Orange County Sanitation District Long Term Holdings Report Account#10268 As of 6/30/16 Purchase D:h, Cost V :us Mkt Price Market Value %of Pod. Mii Maturity CUSIP Security Description Par Value/Units Book Yi ld Book Va us Mkt YTM Accrued Ind. Gain/Loss Fitch Duration MSS 31376KT22 FNMA FN 357969 199,20123 06110/2013 214,141.33 111.12 221,354.60 0.07% Aaa I AA+ 19.18 5%Due 9/1/2035 4.22% 212,141.43 1 83% 193.67 9,213.17 AAA 3.60 31403DJZ3 FNMA Pod#745580 194,771.97 06/1012013 209,379.87 111.30 216,783.35 0.07% Aaa/AA+ 19.93 5%Due 6/1/2036 4.26% 207488.55 1.84% 811.55 9,294.80 AAA 3.61 314101 FNMA Poi FN 888336 389,487.06 06/10/2013 418,698.60 111.21 433,146.61 0.13% Aae/AA+ 20.02 5%Due 7/1/2036 4.25% 414,930.04 1.83% 1,622.86 18,216.57 AAA 3.60 2,248,909.83 2,362,535.17 0.71 % Aaa/AA. 15.75 Total MBS 2,198,331.60 3.77% 2,250,114.24 1.81 % 5,571.70 112,420.93 Also 3.73 MONEY MARKET FUND Fit 261908107 Dreyfus Short-Intermediate Gov Treasury 2,14Q342.21 Various 2,146,342.21 1.00 2,146,342.21 0.65% Aaa/AAA 000 Cash Management 1 024% 2,146,34221 024% 000 000 AAA 000 2,146,342+21 2,146,342+21 0.65% Aaa I AAA 0.00 Total Money Market Fund FI 2,146,342.21 0.24% 2,146,342.21 0.24% 0.00 0.00 Aaa 0.00 MUNICIPAL BONDS 73351 Port Authority of NY&NJ TE-REV 2,440,000ol) Various 2,507,633.89 113.44 2,767,936ol) 0.84% Aa3/AA- 3.42 5.309%Due 121112019 4.97% 2,462,192.20 1.28% 10,794.97 305,743.80 AA- 3.16 64971 Ml New York NY TE-REV 1,400,000.00 10/27/2010 1,400,000.00 110.67 1,549,422.00 0.47% Aal 1AAA 4.34 4.075%Due 11/112020 4.08% 1,400,000.00 1.52% 9,608.33 149,422.00 AAA 3.98 913366EJ5 Univ of California Rgts Med TE-REV 400,000.00 11/09/2010 400,000.00 114.90 459,588.00 0.14% Aa3/AA- 4,88 5.035%Due 5/1512021 5.04% 400,000.00 1.83% 2,573.44 59,588.00 NR 4.36 4,307,633.89 4,776,946.00 1.44% Aa2/AA 3.86 Total Municipal Bonds 4,240,000.00 4.68% 4,262,192.20 1.41 % 22,876.74 514,753.80 AA 3.54 SUPRANATIONAL 459501 International Finance Corp Note 5,000,001 03/16/2015 5,020,701 100.26 5,013,110.00 1.51 % Aaa/AAA 082 1%Due 4/24/2017 0.80% 5,007,994s7 0.68% 9,305,56 5,115+33 NR 081 4581XOCG1 Inter-American Day Bank Note 5,000,000.00 06/22/2015 5,019,550.00 100.26 5,012,850.00 1.51 % Aaa/AAA 1.04 1%Due 7/14/2017 0.81 % 5,009,826.99 0.75% 23,194.44 3,023.01 AAA 1.03 459058EJ8 Intl.Bank Recon&Development Note 5,000,000.00 Various 4,991,170+00 100.45 5,022,635+00 1.51 % Aaa/AAA 1.96 1%Due 6/15/2018 1.07% 4,993,519+02 0.77% 2,222+22 29,115.98 AAA 1.94 15,031,420.00 15,048,595.00 4.53% Aaa/AAA 1.27 Total Supranatlonal 15,000,000.00 0.89% 15,011,340.68 0.73% 34,722.22 37,254.32 Aaa 1.26 US CORPORATE 06050TLX8 Bank of America Note 600,000.00 05/01/2014 600,000.00 100.07 600,442.80 0.18% At 1A 0.85 1.05%Due 5/8/2017 1.05% 600,000.00 0.96% 927.15 442.80 NR 0A 1 Chandler Assaf Management-CONFIDENTIAL 40 CIAOrangeCounty Sanitation District Long Term Holdings Repoli Account#10268 As of 6/30/16 Purchase Date Cost Value Mkt Price Market Value %of Pod. Moody1S&P Maturity CUSIP Security Description Par Value/Units Book Yield Book Value Mldt YTM Accrued Int. Gain/Loss Fitch Duration Us GoKFC TE 94988J2L0 Wells Fargo Bank Callable Note Qtrly 500,00000 06105/2014 500,00000 99,87 499,350.50 0.15% Aa2I AA- 0.96 6/15/2016 0.92% 500,00000 105% 203.63 (649.50) AA 0.21 0.916%Due 611 512 01 7 060505DP6 Bank of America Corp Note 3,800,000.00 01/15/2014 4,334,014.00 105.84 4,022,079.60 1.21 % Beat/BBB- 1.42 5.75%Due 1211/2017 1.95% 3,996,183.87 1.57% 18,208.33 25,895.73 A 1.37 166764AA8 Chemon Corp Callable Note Cont 2,000,000.00 1VN12014 1,988,600.00 100.17 2,003,304.00 0.60% Aa2/AA. 1.43 11/5/17 1.30% 1,994,550.55 0.98% 1.594.67 8.753.45 NR 133 1.104%Due 1 2/512 01 7 458140AL4 Intel Corp Note 2,000,000.00 01/26/2015 2,008,280ol) 100.59 2,011,852.00 0.61 % At/A. 1A6 1.35%Due 1211512017 1.20% 2,004,191.21 0.94% 1,200.00 7,660.79 A. 1." 40428HPH9 HSBC USA Inc Note 3,000,000.00 Various 3,003,290ol) 99.82 2,994,654.00 0.91 % A2/A L55 1.625%Due 1/1612018 1.59% 3,001,702+41 1.74% 22,343+75 (7,048.41) AA- 1.51 38141GFG4 Goldman Sachs Group Inc Note 600,000.00 Various 692,806.00 106.53 639,172.80 0.20% A3/BBB+ 1.55 5.95%Due 1/18/2018 2.73% 627,795+07 1.67% 16,164+17 11,377+73 A 1.46 674599CD5 Occidental Petroleum Callable Note Curl 2,000,000.00 01/06/2015 1,986,340ol) 100.36 2,007,264.00 0.61 % A3/A 1.63 1/15/18 1.73% 1,992,838+45 1.26% 11,333+33 14,445+55 A 1.51 1.5%Due 2/15/2018 025816AY5 Amencan Express Credit Note 2,900,000.00 Various 3,377,385.79 109.23 3,167,757.00 0.97% A3/131313+ 1.72 7%Due 3/19/2018 4.28% 3,015,357.74 1.54% 57,516.67 152,399.26 A 1.61 073902CD8 Bear Steams Note 3,200,000.00 01/15/2014 3,523,520.00 105.63 3,380,067.20 1.04% A3/NR 2.01 4.65%Due 7/2/2018 2.25% 3,345,713.57 1.78% 73,986.67 34,353.63 A+ 1.88 532457BF4 Eli Lilly 8 Cc Note 4,000,000.00 Various 4,009,675.00 102.35 4,093,832.00 1.24% A2/AA- 2.71 1.95%Due an 512019 1.89% 4,006,136.21 1.07% 22,966.67 87,695.79 A 2.62 02665WAH4 Amencan Honda Finance Note 4,000,000.00 Various 4,046,640.00 103.26 4,130,200.00 1.25% At/A+ 3.13 2.25%Due 8/15/2019 1.93% 4,038,230.03 1.19% 34,000.00 91,969.97 NR 2.99 06406HCW7 Bank of New York Callable Note Cant 2,120,000.00 02/10/2016 2,142,175+20 102.04 2,163,228.92 0.65% At/A 3.20 8/11/2019 1.99% 2,139,804.27 1.63% 14,898.89 23,424.65 AA- 2.98 2.3%Due 9/11/2019 24422ESS9 John Deere Capital Corp Note 5,000,000.00 Various 5,046,984.00 103.10 5,154,940.00 1.56% A2/A 3.21 2.3%Due 9/16/2019 2.07% 5,034,411.21 1.31 % 33,541.67 120,528.79 NR 3.08 36962G7M0 General Electric Capital Corp Callable 5,000,000.00 Various 5,014,950.00 103.07 5,153,525.00 1.56% Al /AA+ 3.53 Note 1X 129/2019 2.13% 5,010,873.33 1.29% 52,555.55 142,651.67 NR 3.28 2.2%Due 1/9/2020 46625HKA7 JP Morgan Chase Callable Note Cant 2,000,000.00 02106/2015 1,994,880.00 101.38 2,027,506.00 0.62% A3/A- 3.57 12/23/2019 2.30% 1,996,313+71 1.84% 19,750+00 31,192+29 A+ 3.31 2.25%Due 1/23/2020 40428HPR7 HSBC USA Inc Note 1,250,000.00 02/05/2016 1,222,787.50 99.97 1,249,587.50 0.38% A2/A 3.68 2.35%Due 3/5/2020 2.92% 1,225,389.64 2.36% 9,465.28 24,197.86 AA- 3.48 747525AD5 Qualcomm Inc Note 5,000,000.00 05/19/2015 4,995,195.40 102.78 5,139,085.00 1.55% Al/A+ 3.89 2.25%Due 5/20/2020 2.27% 4,996,264.26 1.51 % 12,812.51 142,820.74 NR 3.71 94974BGM6 Wells Fargo Corp Note 5,000,000.00 07/16/2015 5,001,650.00 102.77 5,138,585.00 1.56% A2/A 4.06 2.6%Due 7/22/2020 2.59% 5,001,338.42 1.89% 57,416.67 137,246.58 AA- 3.81 Chandler Asset Management-CONFIDENTIAL 41 C." Orange County Sanitation District Long Term Holdings Report Account#10268 As of 6/30/16 Purchase Date Cost Value Mkt Price Market Value %of Pod. MoodyIS&P Maturity CUSIP Security Description Par Value/Units Book Yield Book Value Mldt YTM Accrued Int. Gain/Loss Fitch Duration USGGRPGRATE 037833B58 Apple Inc Callable Note Cont 1/23/2021 4,000,000ol) 05/23/2016 4,050,840ol) 102.89 4,115,512ol) 1.25% Aai/AA. 4.65 2.25%Due 2/23/2021 1.96% 4,049,765.28 160% 32,000.00 65,746.72 NR 4.37 30231 GAV4 Exxon Mobil Corp Callable Note Cont 3,000,000.00 Various 3,016,097.40 103.10 3,093,138.00 0.94% Aaa/AA+ 4.67 2/1/2021 2.10% 3,015,773.42 1.53% 21,849.67 77,364.58 NR 4.40 2.222%Due 3/1/2021 166764BG4 Chevron Corp Callable Note Cont 2,500,000.00 05/20/2016 2,485,350.00 1D1.91 2,547,720.00 0.77% Aa2/AA- 4.88 4/15/2021 2.23% 2,485,648.32 1.68% 6.562.50 62,071.68 NR 4.54 2.1%Due 5/16/2021 61747WAL3 Morgan Stanley Note 2,800,000.00 06/06/2014 3,200,848.00 114.19 3,197,250.00 0.98% A3/BBB- 5.08 5.5%Due 728/2021 3.24% 3,085,242.45 2.51 % 65,450.00 112,007.55 A 4.40 68,242,308.29 68,530,073.32 20.78% Al/A+ 3.13 Total US Corporate 66,270,000.00 2.19% 67,163,523.42 1.53% 586,747.78 1,366,549.90 A. 2.92 US TREASURY 91282BD64 US Treasury Note 10,000,000.00 09/08/2014 9,998,046.87 100.03 10,003,310,00 3.01 % Ass/AA- 0.17 0.5%Due 8/31/2016 0.51 % 9,999,834.98 0.30% 16,711 e6 3,475.02 AAA 0.17 912828G46 US Treasury Note 11,000.000.00 Various 10,974.971.75 100.05 11,005,918.00 3.31 % Aaa/AA+ 0.42 0.5%Due 11/30/2016 0.62% 10,994.675.90 0.37% 4,658.46 11,242.10 AAA 0.42 912828880 US Treasury Note 7,500,000.00 12122/2015 7,500,611.06 100.30 7,522,785.00 2.26% Aaa/AA+ 0.83 0.875%Due 4/30/2017 0.87% 7,500,374.80 0.51 % 11,056.39 22,410.20 AAA 0.83 91282BG20 US Treasury Note 10,000.000.00 Various 9,948,783.50 100.41 10,041,410.00 3.02% Aaa/AA+ 1.38 0.875%Due 11/152017 1.05% 9,975.846.51 0.57% 11,175.27 65,563.49 AAA 1.36 91282BUR9 US Treasury Note 3,500,000.00 04/222016 3,496,457.04 100.27 3,509,569.00 1.06% Aaa/AA+ 1.67 0.75%Due 2/28/2018 0.81 % 3,496.809.23 0.59% 8.773.78 12,759.77 AAA 1.65 91282BB33 US Treasury Note 11,000.000.00 Various 11,042,439.19 102.09 11,229,878.00 3.40% Aaa/AA+ 2.59 1.5%Due 1/312019 1.37% 11,035.368.29 0.68% 68,901.10 194,509.71 AAA 2.52 912828WS5 US Treasury Note 10,000.000.00 Various 9,984,307.21 102.67 10,266,800.01 3.09% Aaa/AA+ 3.00 1.625%Due 6/30/2019 1.66% 9,990,470.56 0.72% 441.57 276,329.45 AAA 2.93 912828WVJ6 US Treasury Note 10,000.000.00 Various 10,024,777.40 102.70 10,269.920.00 3.11 % Aaa/AA+ 3.08 1.625%Due 7/31/2019 1.57% 10,015.388.82 0.74% 67,857.15 254,531.18 AAA 2.99 91282BF39 US Treasury Note 5,800,000.00 10/272014 5,873,186.87 103.13 5,981,476.20 1.81 % Aaa/AA+ 3.25 1.75%Due 9/30/2019 1.48% 5,848.275.66 0.77% 25,513.67 133,200.54 AAA 3.15 91282BG61 US Treasury Note 7,500,000.00 12/192014 7,449,634.50 102.33 7,674,607.50 2.31 % Aaa/AA+ 3.42 1.5%Due 11/30/2019 1.64% 7,465.185.27 0.81 % 9.528.69 209,422.23 AAA 3.33 91282BL99 US Treasury Note 5,500,000.00 Various 5,424,666.87 101.81 5,599,473.00 1.69% Aaa/AA+ 4.34 1.375%Due 10/312020 1.67% 5,433.507.56 0.95% 12,741.17 165,965.44 AAA 4.19 91282BN89 US Treasury Note 1,500,000.00 03/152016 1,491,626.12 101.77 1,526,542.50 0.46% Aaa/AA+ 4.59 1.375%Due 1/31/2021 1.49% 1,492,128.93 0.98% 8.612.64 34,413.57 AAA 4.41 Chandler Asset Management-CONFIDENTIAL 42 C." Orange County Sanitation District Long Term Holdings Report Account#10268 As of 6/30/16 Purchase D:h, Cost V :us MIM Price Market Value %of Pod. Mandl Maturity CUSIP Security Description Par Value/Units Book Yi ld Book Va us Mkt YTM Accrued Int. Gain/Loss Fitch Duration US TREASURY 912828WUD US Treasury Inflation Index Note 10,477,896,00 Various 10,363,735,24 101.01 10,583,219,81 3.18% Aaa I AA+ 805 0.125%Due 7/15/2024 0.24% 10,385,738,72 000% 6,044,94 197,48109 AAA 800 103,573,243.62 105,214,909.02 31.70% Asia I AA. 2.72 Total US Treasury 103,777,896.00 1.10% 103,633,605.23 0.56% 252,016.79 1,581,303.79 Aaa 2.67 327,684,513.07 331,490,106.36 100.00% Aa'I/AA+ 2.87 TOTAL PORTFOLIO 325,658,069.60 1A3% 326,448,303.27 0.92% 1,199,412.64 5,041,802.09 Area 2.45 TOTAL MARKET VALUE PLUS ACCRUED 332,689,518.00 Chandler Asset Management-CONFIDENTIAL 43 C/" Orange County Sanitation District Liquid Holdings Repoli Account#10282 As of 6/30/16 1 Purchase D:h, Cost Va:uo Mid Price Market Value %of Pod. Moody1S&P Maturity CUSIP Security Description Par Value/Units Book Yi Id Book Va us Min YTM Accrued Ind. Gain/Loss Fitch Duration AGENCY 3133847G7 FHLB Discount Note 1,400,000n0 03/29/2016 1,398,530n0 99,99 1,399,846n0 1.00% P-1 /A-1+ 003 0.36%Due 7/12/2016 0.37% 1,399,846.00 0.37% 0.00 0.00 F-1+ 0.03 313384ZH5 FHLB Discount Note 4,400,000.00 Various 4,397,921.88 99.99 4,399,537.33 3.16% P-1/A-1+ 0.04 0.315%Due 7/132016 0.32% 4,399,537.33 0.32% 0.00 0.00 F-1+ 0.04 313588ZP3 FNMA Discount We 3,350,000.00 05/11/2016 3,348,298.47 99.99 3,349,556.12 2.40% P-1/A-1+ 0.05 0.265%Due 7/192016 0.27% 3,349,556.12 0.27% 0.00 0.00 F-1+ 0.05 313384ZS1 FHLB Discount Note 8,000,000.00 04/22/2016 7,993,124.44 99.98 7,998,413.33 5.74% P-1/A-1+ 0.06 0.34%Due 7=2016 0.35% 7,998,413.33 0.35% 0.00 0.00 F-1+ 0.06 31339SZ85 FHLMC Discount Note 1,000,000.00 05/20/2016 999,405.00 99.98 999,801.67 0.72% P-1/A-1+ 0.06 0.34%Due 7=2016 0.34% 999,801.67 0.34% 0.00 0.00 F-1+ 0.06 313384ZXO FHLB Discount Note 800,000.00 05/09/2016 799,403.11 99.98 799,803.56 0.57% P-1/A-1+ 0.07 0.34%Due 727/2016 0.34% 799,803.56 0.34% 0.00 0.00 F-1+ 0.07 313396ZZ9 FHLMC Discount Note 1,500,000.00 05/19/2016 1,498,935.00 99.97 1,499,580.00 1.08% P-1/A-1+ 0.08 0.36%Due 729/2016 0.37% 1,499,580.00 0.37% 0.00 0.00 F-1+ 0.08 313384ZZ5 FHLB Discount Note 6,897,000.00 Various 6,894,745.89 99.98 6,895,404.71 4.95% P-1/A-1+ 0.08 0.297%Due 7/292016 0.30% 6,895,404.71 0.30% 0.00 0.00 F-1+ 0.08 3137EACW7 FHLMC Note 2,000,000.00 OB/08/2016 2,007,060.00 100.23 2,004,678.00 1.45% Aae/AA+ 0.15 2%Due 8/252016 0.32% 2,005,042.86 0.46% 14,000.00 (364.86) AAA 0.15 3135GOCM3 FNMA NOW 1,945,000.00 OB/16/2016 1,949,456.85 100.20 1,948,853.05 1.40% Aae/AA+ 0.25 1.25%Due 928/2016 0A3% 1,948,851.07 0."% 6,280.73 1.98 AAA 0.24 3137EADS5 FHLMC Note 3,225,000.00 Various 3,229,248.00 100.13 3,229,108.65 2.32% Aae/AA+ 0.29 0.875%Due 10/142016 0.45% 3,228,929.99 0.43% 6,035.67 178.66 AAA 0.29 3135GOES8 FNMA NOW 4,137,000.00 Various 4,152,295.92 100.34 4,151,256.10 2.98% Aae/AA+ 0.38 1.375%Due 11/15/2016 0.49% 4,150,642.98 0.45% 7,268.48 613.12 AAA 0.37 38,668,424.56 38,675,838.52 27.77% P-1/A-1 0.13 Total Agency 38,654,000.00 0.36% 38,675,409.62 0.36% 33,584.88 428.90 F-1♦ 0.13 COMMERCIAL PAPER 89233GGU4 Toyota Motor Credit Discount CP 1,800,000.00 04/21/2016 1,797,256.00 99.96 1,799,244.00 1.29% P-1/A-1+ 0.08 0.56%Due 7/28/2016 0.57% 1,799,244+00 0.57% 0.00 0.00 F-1 0.08 06538BGV9 Bank of Tokyo Mitsubishi NY Discount 1,800,000.00 04/21/2016 1,796,782.50 99.95 1,799,090.00 1.29% P-1/A-1 0.08 CP 0.66% 1,799,090+00 0.66% 0.00 0.00 F-1 0.08 0.65%Due 7/2 912 01 6 06538BKS1 Bank of Tokyo Mitsubishi NY Discount 1,290,000+00 06/27/2016 1,286,818+00 99.76 1,286,897+55 0.92% P-1/A-1 0.32 CP 0.75% 1,286,897.55 0.75% 0.00 0.00 F-1 0.32 0.74%Due 1 012 612 01 6 Chi nds,Asset Management-CONFIDENTIAL 44 C.`® Orange County Sanitation District Liquid Holdings Repoli Account#10262 As of 6/30/16 Purchase Date Cost Value Mid Price Market Value %of Pod. Moodl Maturity CUSIP Security Description Par Value/Units Book Yield Book Value Mldt YTM Accrued Ind. Gain/Loss Fitch Duration COMMERCIAL PAPER 21687AMK6 Rabobank Nederland NV NV Discount 1,000,000no 06116/2016 995,75333 99.60 996,010A0 0.71 % P-1 I A-1 047 CP 0.86% 996,01000 086% 0.00 0.00 NR 0.47 0.84%Due 12I19I2016 5,876,609.83 5,881,241.55 4.22% P-1/A-1 0.20 Total Commercial Paper 5,890,000.00 0.69% 5,881,241.55 0.69% 0.00 0.00 F-1 0.20 MONEY MARKET FUND FI 261908107 Dreyfus Short-Intennedlate Gov Treasury 2,002,201.32 Various 2,002,201.32 1.00 2,002,201.32 1.44% Aaa I AAA 0.00 Cash Management Fd521 0.24% 2,002,201.32 0.24% 0.00 0.00 AAA 0.00 2,002,201.32 2,002,201.32 1.44% Aaa I"A 0.00 Total Money Market Fund FI 2,002,201.32 0.24% 2,002,201.32 0.24% 0.00 0.00 Aaa 0.00 SUPRANATIONAL 459516ZH6 International Finance Corp Discount Note 5,000,000no 04127I2016 4,995,936A 1 99.99 4,999,366S7 3.59% P-1 I A-1+ 0.04 0,38%Due 7/13/2016 0.39% 4,999,366S7 0.39% 000 000 F-1+ 0.04 459516A67 International Finance Corp Discount Note 3,000,000.00 06/30/2016 2,999,008.32 99.97 2,999,037.49 2.15% P-1/A-1+ 0.09 0.35%Due 8/3/2016 0.35% 2,999,037.49 0.35% 0.00 0.00 F-1+ 0.09 4581XOCJ5 Inter-American Dev Bank Note 2,500,000.00 03/29/2016 2,499,150.00 100.04 2,501,082.50 1.80% Aaa IAAA 0.20 0.625%Due 9/12/2016 0.70% 2,499,626.20 0.41 % 4,730.90 1,456.30 AAA 0.20 4590586SI Intl.Bank Recon 8 Development Note 2,500,000.00 02 O512016 2,506,225.00 100.13 2,503,200.00 1.80% Aaa I AAA 0.21 1%Due 9/1512016 0.59% 2,502,150.45 0.38% 7,361.11 1,049.55 AAA 0.21 13,000,319.43 13,002,686.66 9.34% P-1/A-1+ 0.11 Total Supranational 13,000,000.00 0.48% 13,000,180.81 0.38% 12,092.01 2,505.95 F-1+ 0.11 CORPORATE 36962G6Z2 General Electric Capital Corp Note 1,000,000.00 08/2612015 1,007,290.00 100.02 1,000,157.00 0.72% NR/AA+ 0.03 1.5%Due 7/12/2016 0.65% 1,000,253.77 1.02% 7,041.67 (96.77) NR 0.03 94974BFL9 Wells Fargo Corp Note 1,000,000.00 12/21/2015 1,001,870.00 100.02 1,000,228.00 0.72% A2/A 0.05 1.25%Due 7/20/2016 0.92% 1,000,170.00 0.83% 5.590.28 58.00 AA- 0.06 459200GX3 IBM Corp Note 2,000,000.00 04/28/2016 2,006,880.00 100.06 2,001,174.00 1.45% Aa3/AA- 0.06 1.95%Due 7/2212016 0.45% 2,001,720.00 0.98% 17,225.00 (546.00) A+ 0.06 06406HBX6 Bank of New York Note 1,000,000.00 1212112015 1,008,760.00 100.10 1,000,987.00 0.73% At/A 0.08 2.3%Due 7/28/2016 0.82% 1,001,089.95 1.02% 9.775.00 (102.95) AA- 0.08 08467OBB3 Berkshire Hathaway Note 1,000,000.00 08/26/2015 1,014,170.00 100.19 1,001,861.00 0.72% Aa2/AA 0.13 2.2%Due 8/15/2016 0.71 % 1,001,821.86 0.70% 8,311.11 39.14 A+ 0.12 191216AU4 Coca Cola Company Note 1,000,000.00 12/21/2015 1,006,450.00 100.18 1,001,838.00 0.72% Aa3/AA- 0.17 1.8%Due 9/l/2016 0.85% 1,001,586.90 0.71 % 6,000.00 251.10 A+ 0.17 Chandler Asset Management-CONFIDENTIAL 45 C.`® Orange County Sanitation District Liquid Holdings Repoli Account#10282 As of 6/30/16 Purchase D:h, Cost Va:m, MM Price Market Value %of Pod. Mii Maturity CUSIP Security Description Par Value/Units Book Yi ld Book Via us Mint YTM Accrued Ind. Gain/Loss Fitch Dur,Ai.ir US CORPORATE 02665WAB7 American Honda Finance Note 1,000,000no 12/21/2015 1,001,660n0 100.10 1,001,045n0 0.72% Al/A+ 027 1.125%Due 10/712016 0.91 % 1,000,564.86 013% 2,625.00 480.14 NR 027 24422ESD2 John Deere Capital Corp Note 1,000,000.00 12/2112015 1,001,070.00 100.06 1,000,619.00 0.72% A2/A 0.28 1.05%Due 10/11/2016 0.91 % 1,000,373.77 0.83% 2,333.33 245.23 NR 0.28 911591 US Bancorp Callable Note Cant 1,000,000.00 12/21/2015 1,009,900.00 100.35 1,003,547.00 0.72% Al/A. 0.38 10/14/2016 0.96% 1,003,523.73 1.25% 2,811.11 23.27 AA 0.37 2.2%Due 11/15/2016 D6406HCA5 Bank of New York Callable Note Cant. 1,000,000.00 06/2112016 1,008,120.00 100.69 1,006,922.00 0.73% Al/A 0.55 12/18/16 0.71 % 1,007,798.87 0.91 % 10933.33 (876.87) AA- OAS 2.4%Due 1/17/2017 46623EJV6 JP Morgan Chase Note 1,000,000.00 02/26I2016 1,000,470.00 100.20 1,002,032.00 0.72% A3/A- 0.63 1.35%Due 2/15/2017 1.30% 1,000,307.51 1.02% 5,100.00 1,724.49 A+ 0.62 713448CLO Pepsico Inc.Note 500,000.00 06/2112016 500,715.00 100.13 500,636.00 0.36% At/A 0.65 0.95%Due 2/22/2017 0.73% 500,694+40 0.75% 1,702+08 (58.40) A 0.64 17275RAT9 Cisco Systems Note 1,000,000.00 06/0812016 1,002,660.00 100.25 1,001 0.72% At /AA- 0.67 1.1%Due 3/3/2017 073% 1,002,477+95 0.73% 3,605+56 2.05 NR 0.67 037833AM2 Apple Inc Note 1,000,000.00 06/08/2016 1,001 100.24 1,002,356.00 0.72% All/AA- 0.85 1.05%Due 5/5/2017 076% 1,002,44699 0.77% 1,604+17 (90.99) NR 0.84 94974BFD7 Wells Fargo Corp Note 1,000,000.00 06/02/2016 1,008,550.00 100.86 1,001 0.73% A2/A OS5 2.1%Due 5/8/2017 1.16% 1,007,937 46 1 09% 3,091+67 654.54 AA- 0.85 15,581,155.00 15,534,474.00 11.21 % Al/At 0.35 Total US Corporate 15,500,000.00 0.82% 15,532,768.02 0.90% 87,749.31 1,705.98 AA- 0.34 US TREASURY wr 912796JB6 US Treasury Bill 46,100,000.00 Various 46,081,691.21 99.99 46,096,608.93 33.07% P-1 I A-1+ 0.04 0.203%Due 7/1412016 0.21 % 46,096,608.93 0.21 % 0.00 0.00 F-1+ 0.04 912828VL1 US Treasury Note 3,000,000.00 12115/2015 2,999,541.30 100.02 3,000,501.00 2.16% Asia/AA+ 0.04 0.625%Due 7/16/2016 0.65% 2,999.969.71 0.22% 8.653.85 531.29 AAA 0.04 912796JC4 US Treasury Bill 4,000,000.00 05/252016 3,998,119.11 99.98 3,999,206.50 2.87% P-1/A-1+ 0.08 0.26%Due 7/28/2016 0.27% 3,999,206.50 0.27% 0.00 0.00 F-1+ 0.08 91282BVW7 US Treasury Note 3,000,000.00 12/152015 3,003,760.05 100.11 3,003,432.00 2.16% Also/AA+ 0.21 0.875%Due 9/16/2016 0.71 % 3,001.042.93 0.33% 7.703.80 2.389.07 AAA 0.21 912828RJ1 US Treasury Note 2,000,000.00 02JD42016 2,005,787.95 100.16 2,003,226.00 1.44% Also/AA+ 0.25 1%Due 9/30/2016 0.55% 2,002.213.04 0.36% 5.027.32 1.012.96 AAA 0.25 91282BLU2 US Treasury Note 3,000,000.00 06/172016 3,029,892.86 100.91 3,027,423.00 2.18% Also/AA+ 0.34 3.125%Due 10/312016 0.36% 3,027,420.52 0.38% 15,794.84 2.48 AAA 0.33 Chandler Asset Management-CONFIDENTIAL 46 C.`® Orange County Sanitation District Liquid Holdings Repoli Account#10282 As of 6/30/16 Purchase Date Cost Value Mid Price Market Value %of Pod. Mandl Maturity CUSIP Security Description Par Value/Units Book Yield Book Value Min YTM Accrued Ind. Gain/Loss Fitch Duration US TREASURY 912828WF3 US Treasury Note 3,000,000n0 06130/2016 3,003,291.30 100.10 3,002,931nO 2.16% Aaa IAA+ 0.38 0.625%Due 11/15/2016 0.33% 3,003,267.45 0.36% 2,394,70 (336.45) AAA 0.37 64,122,083.78 64,133,328.43 46.03% P-1/A-1+ 0.09 Total US Treasury 6g100,000.00 0.28% 64,129,729.08 0.24% 39,574.51 3,599.35 F-I+ 0.09 139,250,793.92 139,229,770.48 100.00% P-1/A-1 OA3 TOTAL PORTFOLIO 139,146,201.32 OAO% 139,221,530.40 0.38% 173,000.71 8,240.08 F-1• 0.13 TOTAL MARKET VALUE PLUS ACCRUED 139,402,771.19 Chandler Asset Management-CONFIDENTIAL 47 C." OCSD Lehman Exposure Holdings Report Account#10284 As of 6/30/16 Purchase Data Cost Value Mkt Price Market Value %of Pod. Moody1S&P Maturity CUSIP Security Description Par Value/Units Book Yield Book Value Min YTM Accrued Ind. Gain/Loss Fitch Duration COMMONSTOCK SLHOPNTA4 Lehman Brothers,Inc Open Position 68,128A3 11121/2014 68,128A3 0,42 28,784.13 12.69% NRINR 000 Long Exposure 0.00% 68,12BA3 0.00% 000 (39,344.00) NR 0.00 Due 6/30/2016 68,128.13 28,784.13 12.69% NR/NR 0.00 Total Common Stock 68,128.13 NIA 68,128.13 D.00% 0.00 (39,344.00) NR 0.00 US CORPORATE 525ESCIB7 Lehman Brothers Note-Defaulted 600,000.00 09/19/2008 362,825.27 8.00 48,000.00 21.17% NR/NR 0.57 Due M412017 0.00% 362,825.27 0.00% 0.00 (314,825.27) NR 0.00 525ESCOV6 Lehman Brothers Note-Defaulted 2,000,000.00 09/18/2008 1,173,493.59 7.50 150,000.00 66.14% NR/NR 33.33 Due 10/22/2049 0.00% 1.173,49159 0.00% 0.00 (1,023,493.59) NR 0.00 1,536,319.86 198,000.00 87.31 % NR/NR 25.39 Total US Corporate 2,600,000.00 NIA 1,536,318.86 0.00% 0.00 (1,338,318.86) NR 0.00 1,604,446.99 226,784.13 100.00% NR/NR 22.17 TOTAL PORTFOLIO 2,668,128.13 NIA 1,604,446.99 0.00% 0.00 (1,377,662.86) NR 0.00 TOTAL MARKET VALUE PLUS ACCRUED 226,784.13 Chandler Asset Management-CONFIDENTIAL 48 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 Moody'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 Moody'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 As 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 Aa, 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 TOBtl.ofDir. -- O8/24/16 AGENDA REPORT Item Number Them number 6 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 written and oral comments on the proposal to collect sanitary sewer service charges via the county tax roll; 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 16-13 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 2016/2017"; 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 RELEVANT STANDARDS • Maintain a culture of improving efficiency • Cost effective and most efficient method to collect sewer service fees Page 1 of 2 PROBLEM Health & 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 $303 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 District to collect local and regional sanitary sewer service charges via special assessments on the tax roll. ADDITIONAL INFORMATION N/A CEQA N/A 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 affachment(s)are included in hard copy and may also be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: • Resolution NO. OCSD 16-13 • "Sewer Service Charges for Collection on Tax Rolls for Fiscal Year 2016-17" riled electronically in the Clerk of the Board's office (11,670 pages) Page 2 of 2 RESOLUTION NO. OCSD 16-13 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 2016/2017 WHEREAS, California Health and Safety Code sections 5473 at 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 at 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 2016-2017; 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 et. seq. 837661.1 OCSD 16-13-1 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. OCSD-41 and OCSD-43, 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 effect the order set forth in Section 3 herein. PASSED AND ADOPTED at a regular meeting of the Board of Directors held August 24, 2016. John Nielsen Chairman of the Board of Directors ATTEST: Kelly A. Lore Clerk of the Board 837661.1 OCSD 16-13-2 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 16-13 was passed and adopted at a regular meeting of said Board on the 241h day of August, 2016, 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 24'h day of August, 2016. Kelly A. Lore Clerk of the Board of Directors Orange County Sanitation District 837661.1 OCSD 16-13-3 STEERING COMMITTEE Melting Dat0 TOBE.Or Dir. 08/24/16 O8/24/16 AGENDA REPORT ItemNumber Item Number z Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: PROPOSED ORANGE COUNTY SANITATION DISTRICT ENERGY POLICY GENERAL MANAGER'S RECOMMENDATION Adopt Resolution No. OCSD 16-12 entitled, "A Resolution of the Board of Directors of the Orange County Sanitation District adopting an Energy Policy." BACKGROUND The Orange County Sanitation District (Sanitation District) is a large energy consumer and producer. The solids produced by our operations are a rich source of carbon neutral energy. The State of California is issuing goals and regulations for electricity supplies and transportation fuel supplies to meet renewable energy targets. The Sanitation District is receiving unsolicited proposals to utilize our digester gas or convert our sludge to energy to help meet the State's renewable energy goals. RELEVANT STANDARDS Maintain a culture of improving efficiency PROBLEM Unsolicited proposals are being received for energy conversion or utilization. An energy policy is necessary to guide decision making. PROPOSED SOLUTION Adopt the recommended Energy Policy to guide staff in decision making and inform companies submitting unsolicited proposals. TIMING CONCERNS No specific timing concern. RAMIFICATIONS OF NOT TAKING ACTION Staff will continue to be presented with well-meaning, profit-driven proposals to meet the State mandated energy goals with no formal policy direction from the Board of Directors. Page 1 of 2 PRIOR COMMITTEE/BOARD ACTIONS July 2016 — Operations and Administration Committee were provided a presentation on the proposed Energy Policy. May 2016 — Steering Committee was presented a proposed Energy Strategy. The Committee directed staff to bring back a more detailed strategy. ADDITIONAL INFORMATION N/A CEQA 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 (www.ocsd.coml with the complete agenda package: Resolution No. OCSD 16-12 RT:gc Page 2 of 2 RESOLUTION NO. OCSD 16-12 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ORANGE COUNTY SANITATION DISTRICT ADOPTING AN ENERGY POLICY WHEREAS, the District is a resource recovery agency, which is concerned with energy conservation and energy creation; and WHEREAS, the District is committed to providing resilient and reliable service recovering resources and protecting public health and the environment; and WHEREAS, the District creates energy from the organic residual solids collected in the sewage it receives in the form of biogas created by its anaerobic digestion processes; and WHEREAS, the District has in place the infrastructure to convert biogas into 18 MW of electricity, process heat, and occupied building cooling, and that energy production is currently constrained by a lack of biogas; and WHEREAS, the District utilizes more energy than is currently created in the form of biogas; and WHEREAS, the District has an active research program investigating improvements to energy efficiency and energy conversion from organic solids, including the potential to receive additional organic material from non-sewage sources; and WHEREAS, the District is concerned with the stability of the electrical and natural gas supply systems in Southern California, which are experiencing large shifts in supply, from nuclear to gas-fired generation, and experiencing natural gas storage and delivery issues; and WHEREAS, the Board of Directors desires to create an Energy Policy to provide guidance to staff regarding how to focus its limited research and project implementation resources to maximize reliability and efficiency in energy utilization and recovery. NOW, THEREFORE, the Board of Directors of Orange County Sanitation District, DOES HEREBY RESOLVE, DETERMINE AND ORDER: Section 1: Adoption of Policv. The Board of Directors hereby adopts the Energy Policy: The District strives to be energy independent by minimizing energy utilization and maximizing useful energy recovery from the sewage it receives. Energy independence supports the District's primary mission by providing resilient, reliable operations at the lowest cost and environmental impact. Priority will be given to increasing the useful OCSD 16-12-1 energy conversion and internal use of its biogas. Once the District's energy needs are met, excess renewable energy may be sold to support the electrical grid, natural gas distribution, or as transportation fuel. PASSED AND ADOPTED at a regular meeting of the Board of Directors held August 24, 2016. John Nielsen Board Chair ATTEST: Kelly A. Lore Clerk of the Board OCSD 16-12-2 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 16-12 was passed and adopted at a regular meeting of said Board on the 24th day of August, 2016, 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 24th day of August, 2016. Kelly A. Lore Clerk of the Board Orange County Sanitation District OCSD 16-12-3 BOARD OF DIRECTORS Meeting Date TOBd.ofDir. -- 08/24/16 AGENDA REPORT ItemNumber IemNumber s Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: COLLECTIONS CAPACITY EVALUATION STUDY, PROJECT NO. PS15-08 GENERAL MANAGER'S RECOMMENDATION A. Approve a Professional Services Agreement with RMC Water and Environment to provide professional services for the Collections Capacity Evaluation Study, Project No. PS15-08, for an amount not to exceed $2,802,675; and B. Approve a contingency of$280,268 (10%). BACKGROUND The Orange County Sanitation District's (Sanitation District) current hydraulic model was developed in 2006 as part of the Strategic Plan Update. The goal was to identify potential sewer capacity deficiencies within the Sanitation District's wastewater collection system for future capital planning efforts and to meet newly established regulatory requirements. The purpose of this study is to update, calibrate, and further develop the Sanitation District's collection system hydraulic model and expand staff's knowledge of modeling principles and standard practices. This study will develop a collection system capacity master plan that will identify and prioritize potential future capacity projects and alternatives for the upcoming twenty-year planning horizon. RELEVANT STANDARDS • Supplements Sewer System Management Plan needs per the State's Wastewater Discharge Requirements • Operate and maintain facilities to minimize impacts on surrounding communities to reduce sewer overnows and odor complaints • CA Government Code Section 4526: Select the"best qualified firm"and "negotiate fair and equitable fees" PROBLEM The existing hydraulic model is out of calibration and can no longer be used to provide reliable information for the existing and future wastewater collection system. Page 1 of 4 PROPOSED SOLUTION N/A TIMING CONCERNS This project will install flow monitors into the wastewater collection system throughout the Sanitation District's service area. The monitors will be used to calibrate the hydraulic model. The monitors need to be installed in October 2016 so wet weather events can be captured and used for peak wet weather calibration. RAMIFICATIONS OF NOT TAKING ACTION The existing hydraulic model has not been calibrated for more than 10 years. The existing model does not allow staff to provide accurate support to operations, identify areas that are out of wastewater flow capacity, and analyze proposed city developments. In addition, the existing hydraulic model does not provide updated information that is required per the State's Wastewater Discharge Requirements. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION Selection of Most Qualified Consultant: The Sanitation District advertised a Request for Proposals (RFP)on April 27, 2016, which described the following evaluation criteria to be used to determine the most qualified consultant: CRITERION WEIGHT Project Understanding and Approach 34% Related Project Experience 33% Project Team and Staff Qualifications 33% Two proposals were received on June 15, 2016 and evaluated in accordance with the evaluation process set forth in Ordinance No. OCSD47, by a pre-selected Evaluation Team consisting of the following Sanitation District staff: William Cassidy Engineering Supervisor Mark Esquer Engineering Manager Adam Nazaroff CIP Project Manager Wendy Smith Engineer Eros Yong Engineering Supervisor Page 2 of 4 Each member of the Evaluation Team ranked the consultants using the evaluation criteria and weighting described above. No interviews were conducted. The following table describes how each evaluator ranked the consultants: RMC Water and MWH Environment Evaluator 1 1" 2n° Evaluator 2 Y' 2n° Evaluator 1°' 2n° Evaluator 4 Y' 2n° Evaluator 1°' 20 Combined Ranking la 2m Based on the ranking shown above, RMC Water and Environment was selected as the most qualified consultant. The particular strengths of RMC Water and Environment's qualifications included: • An understanding and approach to the project that was beyond the basic scope of work. They presented ideas and strategies that required a significant amount of time and up front development. An example was their approach on how to forecast future water usage while taking into consideration population growth vs. conservation, droughts, and climate change. • The project team contained a wealth of master planning and hydraulic modeling experience. They are also using personnel that were a part of the hydraulic model development during the 2006 Strategic Plan Update. Review of Fee Proposal and Negotiations: Proposals were accompanied by sealed fee proposals. In accordance with OCSD Ordinance No. OCSD-47, the fee proposal of only the highest ranked firm was opened after approval by the Director of Engineering of the Evaluation Committee's recommendation. Staff conducted negotiations with RMC Water and Environment to clarify the requirements of the Scope of Work, the assumptions used for the estimated level of effort, and the proposed level of effort required for field work in order to meet the goals and objectives for the project. As a result of these negotiations, RMC Water and Environment submitted a revised fee proposal. The revised fee proposal received some credits, but resulted in a fee increase due to the following changes. • Increased the number of flow monitors from 75 to 85. • Included the ability to claim labor credits to where traffic control assistance is provided by the Sanitation District. • Reduced semi-annual flow monitoring reports from four to one. • Reduced labor in areas where there appeared to be overlap between RMC Water and Environment and their sub consultant, HDR. Page 3 of 4 • Redefined the items and needs for a diversion setting and pump station book that will be used by Maintenance for future operating needs. • Eliminated one interim modeling scenario year between 2020 and 2040. • Added a modeling scenario that identifies areas subject to sedimentation in the sewer pipes. • Added costs to obtain eight Infoworks model licenses for Sanitation District staff training sessions. • Reduced on-call support post-project hours from 120 to 60. In evaluating whether the fee proposal was fair and reasonable, the following factors were considered: • The estimated level of effort was evaluated in detail for task and subtask, and was found to be justified by the needs of the project, the agreed upon assumptions, and the Sanitation District's expectation for the quality of services. • The total hours associated with this work are reasonable and consistent with other Sanitation District projects of similar complexity, such as hydraulic modeling tasks that are typically performed during the preliminary design of waste water collection system capital improvement projects. • The consultant's fringe and overhead costs, which factor into the billing rate, are reasonable and lower than other similar agreements. The contract profit is 8.5%, which is based on the Sanitation District's standard design agreements. Based on the above, staff has determined that the final negotiated fee is fair and reasonable for the level of effort required for this project and recommends award of the Professional Services Agreement to RMC Water and Environment. Proposed Fee $2,661,823 Negotiated Fee Proposal $2,802,675 CEQA This project is exempt from CEQA Guidelines. A Notice of Exemption was filed on November 5, 2015. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance No. OCSD47. Budget for Project No. PS15-08 is included in the Master Planning Studies for Fiscal Years 2016-17 and 2017-18 (Line item: Section 8, Page 78). ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: Professional Services Agreement AN:sa:gc Page 4 of 4 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the 24" day of August, 2016, by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT", and RMC Water and Environment, for purposes of this AGREEMENT hereinafter referred to as"CONSULTANT". The SANITATION DISTRICT and CONSULTANT are referred to herein collectively as the "Parties"or individually as a "Party." WITNESSETH: WHEREAS, the SANITATION DISTRICT desires to engage a consultant for Collections Capacity Evaluation Study, Project No. PS15-08, to provide professional services to update, calibrate, and further develop the DISTRICT's collection system hydraulic model, expand OCSD's knowledge of modeling principles and standard practices, utilize the model to identify potential capacity deficiencies within the current collection system as well as perform additional analysis that will allow OCSD staff to identify on-going inflow and infiltration trends, assist with spill contingency planning, and possibly reduce the amount of maintenance necessary for low flow pipes. Finally, this study will develop a collection system capacity master plan that will identify and prioritize potential future capacity projects and alternatives for the upcoming twenty year planning horizon; and, WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional services; and, WHEREAS, the SANITATION DISTRICT has adopted procedures for the selection of professional services and has proceeded in accordance with said procedures to select CONSULTANT to perform this work; and, WHEREAS, at its regular meeting on August 24, 2016 the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee to approve this AGREEMENT between the SANITATION DISTRICT and CONSULTANT. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this AGREEMENT, it is mutually agreed as follows: 1. SCOPE OF WORK CONSULTANT agrees to furnish necessary professional services to accomplish those project elements outlined in the Scope of Work attached hereto as "Attachment A", and by this reference made a part of this AGREEMENT. A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, and completeness and coordination of the work and services furnished by the CONSULTANT under this AGREEMENT, including the work performed by its Subconsultants. Where approval by the SANITATION DISTRICT is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all applicable laws, regulations, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants. PSA PROJECT NO.P815-08 Revised 122215 COLLECTIONS CAPACITY EVALUATION STUDY Page 1 of 19 B. CONSULTANT is responsible for the quality of work prepared under this AGREEMENT and shall ensure that all work is performed to the highest industry standards for clarity, uniformity, and completeness. CONSULTANT shall timely respond to all comments, suggestions, and recommendations from the SANITATION DISTRICT. All comments from the SANITATION DISTRICT, or its agent, shall be incorporated into the work prior to the next review deadline or addressed, in writing, as to why the comment(s) has/have not been incorporated. CONSULTANT shall ensure that each submittal is 100% accurate for the level of work submitted (i.e. correct references, terms, capitalization or equal status, spelling, punctuation, etc.) C. In the event that CONSULTANTS services and/or work product(s) is not to the satisfaction of the SANITATION DISTRICT and/or does not conform to the requirements of this AGREEMENT or the applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its work product(s)within the timeframe specified by the Project Manager. The SANITATION DISTRICT may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. Any CADD drawings, figures, and other work produced by CONSULTANT and Subconsultants using the SANITATION DISTRICT CAD Manual. Conversion of CADD work from any other non-standard CADD format to the SANITATION DISTRICT format shall not be acceptable in lieu of this requirement. Electronic files shall conform to the SANITATION DISTRICT specifications. Any changes to these specifications by the CONSULTANT are subject to review and require advance written approval of the SANITATION DISTRICT. Electronic files shall be subject to an acceptance period of thirty (30)calendar days during which the SANITATION DISTRICT shall perform appropriate reviews and including CAD Manual compliance. CONSULTANT shall correct any discrepancies or errors detected and reported within the acceptance period at no additional cost to the SANTITATION DISTRICT. E. All professional services performed by the CONSULTANT, including, but not limited to, all drafts, data, correspondence, proposals, and reports compiled or composed by the CONSULTANT, pursuant to this AGREEMENT, are for the sole use of the SANITATION DISTRICT, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of the SANITATION DISTRICT. This provision does not apply to information that(a)was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by the SANITATION DISTRICT, or(b) subsequently becomes publicly known to the CONSULTANT other than through disclosure by the SANITATION DISTRICT. PSA PROJECT NO.P315-08 Revised 122215 COLLECTIONS CAPACITY EVALUATION STUDY Page 2 of 19 2. COMPENSATION Total compensation shall be paid to CONSULTANT for services in accordance with the following provisions: A. Total Compensation Total compensation shall be in an amount not to exceed Two Million Eight Hundred Two Thousand Six Hundred Seventy-Five Dollars ($2,802,675). Total compensation to CONSULTANT including burdened labor(salaries plus benefits), overhead, profit, direct costs, and Subconsultant(s)fees and costs shall not exceed the sum set forth in Attachment"E"- Fee Proposal. B. Labor As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall pay to CONSULTANT a sum equal to the burdened salaries (salaries plus benefits)actually paid by CONSULTANT charged on an hourly-rate basis to this project and paid to the personnel of CONSULTANT. Upon request of the SANITATION DISTRICT, CONSULTANT shall provide the SANITATION DISTRICT with Certified payroll records of all employees' work that is charged to this project. C. Overhead As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall compensate CONSULTANT and Subconsultants for overhead at the rate equal to the percentage of burdened labor as specified in Attachment"E"- Fee Proposal. D. Profit Profit for CONSULTANT and Subconsultants shall be a percentage of consulting services fees (Burdened Labor and Overhead). When the consulting or subconsulting services amount is $250,000 or less, the maximum Profit shall be 10%. Between $250,000 and $2,500,000, the maximum Profit shall be limited by a straight declining percentage between 10% and 5%. For consulting or subconsulting services fees with a value greater than $2,500,000, the maximum Profit shall be 5%. Addenda shall be governed by the same maximum Profit percentage after adding consulting services fees. As a portion of the total compensation to be paid to CONSULTANT and Subconsultants, the SANITATION DISTRICT shall pay profit for all services rendered by CONSULTANT and Subconsultants for this project according to Attachment"E"- Fee Proposal. PSA PROJECT NO.P815-08 Revised 122215 COLLECTIONS CAPACITY EVALUATION STUDY Page 3 of 19 E. Subconsultants For any Subconsultant whose fees for services are greater than or equal to $100,000 (excluding out-of-pocket costs), CONSULTANT shall pay to Subconsultant total compensation in accordance with the Subconsultant amount specified in Attachment"E"- Fee Proposal. For any Subconsultant whose fees for services are less than $100,000, CONSULTANT may pay to Subconsultant total compensation on an hourly-rate basis per Attachment"K"— Hourly Rate Schedule for Minor Subconsultants and as specified in the Scope of Work. The SANITATION DISTRICT shall pay to CONSULTANT the actual costs of Subconsultant fees and charges in an amount not to exceed the sum set forth in Attachment"E"- Fee Proposal. F. Direct Costs The SANITATION DISTRICT shall pay to CONSULTANT and Subconsultants the actual costs of permits and associated fees, travel and licenses for an amount not to exceed the sum set forth in Attachment"E"- Fee Proposal. The SANITATION DISTRICT shall also pay to CONSULTANT actual costs for equipment rentals, leases or purchases with prior approval of the SANITATION DISTRICT. Upon request, CONSULTANT shall provide to the SANITATION DISTRICT receipts and other documentary records to support CONSULTANT's request for reimbursement of these amounts, see Attachment"D"-Allowable Direct Costs. All incidental expenses shall be included in overhead pursuant to Section 2 -COMPENSATION above. G. Reimbursable Direct Costs The SANITATION DISTRICT will reimburse the CONSULTANT for reasonable travel and business expenses as described in this section and further described in Attachment"D"-Allowable Direct Costs to this Agreement. The reimbursement of the above mentioned expenses will be based on an "accountable plan" as considered by Internal Revenue Service (IRS). The plan includes a combination of reimbursements based upon receipts and a "per diem" component approved by IRS. The most recent schedule of the per diem rates utilized by the SANITATION DISTRICT can be found on the U.S. General Service Administration website at htti)://www.gsa.gov/portal/category/l 04711#. The CONSULTANT shall be responsible for the most economical and practical means or management of reimbursable costs inclusive but not limited to travel, lodging and meals arrangements. The SANITATION DISTRICT shall apply the most economic and practical method of reimbursement which may include reimbursements based upon receipts and/or"per diem" as deemed the most practical. CONSULTANT shall be responsible for returning to the SANITATION DISTRICT any excess reimbursements after the reimbursement has been paid by the SANITATION DISTRICT. PSA PROJECT NO.P315-08 Revised 122215 COLLECTIONS CAPACITY EVALUATION STUDY Page 4 of 19 Travel and travel arrangements—Any travel involving airfare, overnight stays or multiple day attendance must be approved by the SANITATION DISTRICT in advance. Local Travel is considered travel by the CONSULTANT within the SANITATION DISTRICT geographical area which includes Orange, Los Angeles, Ventura, San Bernardino, Riverside, San Diego, Imperial and Kern Counties. Automobile mileage is reimbursable if CONSULTANT is required to utilize personal vehicle for local travel. Lodging—Overnight stays will not be approved by the SANITATION DISTRICT for local travel. However, under certain circumstances overnight stay may be allowed at the discretion of the SANITATION DISTRICT based on reasonableness of meeting schedules and the amount of time required for travel by the CONSULTANT. Such determination will be made on a case-by-case basis and at the discretion of the SANITATION DISTRICT. Travel Meals— Per-diem rates as approved by IRS shall be utilized for travel meals reimbursements. Per diem rates shall be applied to meals that are appropriate for travel times. Receipts are not required for the approved meals. Additional details related to the reimbursement of the allowable direct costs are provided in the Attachment"D"-Allowable Direct Costs of this Agreement. H. Limitation of Costs If, at any time, CONSULTANT estimates the cost of performing the services described in CONSULTANT's Proposal will exceed seventy-fiver percent(75%) of the not-to-exceed amount of the Agreement, including approved additional compensation, CONSULTANT shall notify the SANITATION DISTRICT immediately, and in writing. This written notice shall indicate the additional amount necessary to complete the services. Any cost incurred in excess of the approved not-to-exceed amount, without the express written consent of the SANITATION DISTRICT's authorized representative shall be at CONSULTANT's own risk. This written notice shall be provided separately from, and in addition to any notification requirements contained in the CONSULTANT's invoice and monthly progress report. Failure to notify the SANITATION DISTRICT that the services cannot be completed within the authorized not-to-exceed amount is a material breach of this Agreement. 3. REALLOCATION OF TOTAL COMPENSATION The SANITATION DISTRICT, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the Total Compensation, provided that the Total Compensation is not increased. PSA PROJECT NO.P315-08 Revised 122215 COLLECTIONS CAPACITY EVALUATION STUDY Page 5 of 19 4. PAYMENT A. Monthly Invoice: CONSULTANT shall include in its monthly invoice, a detailed breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period, in a format acceptable to the SANITATION DISTRICT. CONSULTANT shall warrant and certify the accuracy of these costs and provide all support documentation required by the SANITATION DISTRICT. CONSULTANT understands that submitted costs are subject to Section 12 Audit Provisions. B. CONSULTANT will submit monthly statements covering services and/or work performed for payment for those items included in Section 2 hereof no later than the second Wednesday of the following month and in the format required by the SANITATION DISTRICT. The format must include, as a minimum: 1)current billing period invoicing, 2) current billing period "total percent invoiced to date", 3)future activities, 4) previous billing period "total invoiced to date", 5) potential items that are not included in the Scope of Work, 6) concerns and possible delays, 7) percentage of completion to date, and 8) budget status and amount remaining. Such requests shall be accompanied by such supporting data as may be required by the SANITATION DISTRICT. Upon approval of such payment request by the SANITATION DISTRICT, payment shall be made to CONSULTANT as soon as practicable of one hundred percent(100%)of the invoiced amount. If the SANITATION DISTRICT determines that the work under this AGREEMENT or any specified project element hereunder, is incomplete and that the amount of payment is in excess of: I. The amount considered by the SANITATION DISTRICT's Director of Engineering to be adequate for the protection of the SANITATION DISTRICT; or ii. The percentage of the work accomplished for each project element, The SANITATION DISTRICT may, at the discretion of the Director of Engineering, retain an amount equal to that which insures that the total amount paid to that date does not exceed the percentage of the completed work for the Project in its entirety. C. CONSULTANT may submit periodic payment requests for each 30-day period of this Agreement for the profit as set forth in Section 2 -COMPENSATION above. Said profit payment request shall be proportionate to the work actually accomplished to date on a per-project-element basis. In the event the SANITATION DISTRICT's Director of Engineering determines that no satisfactory progress has been made since the prior payment, or in the event of a delay in the work progress for any reason, the SANITATION DISTRICT shall have the right to withhold any scheduled proportionate profit payment. PSA PROJECT NO.P315-08 Revised 122215 COLLECTIONS CAPACITY EVALUATION STUDY Page 6 of 19 D. Upon satisfactory completion by CONSULTANT of the work called for under the terms of this AGREEMENT, and upon acceptance of such work by the SANITATION DISTRICT, CONSULTANT will be paid the unpaid balance of any money due for such work based on the monthly statements, including any retained percentages relating to this portion of the work. E. Upon satisfactory completion of the work performed hereunder and prior to final payment under this AGREEMENT for such work, or prior settlement upon termination of this AGREEMENT, and as a condition precedent thereto, CONSULTANT shall execute and deliver to the SANITATION DISTRICT a release of all claims against the SANITATION DISTRICT arising under or by virtue of this AGREEMENT other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein. F. Pursuant to the California False Claims Act(Government Code sections 12650- 12655), any CONSULTANT that knowingly submits a false claim to the SANITATION DISTRICT for compensation under the terms of this AGREEMENT may be held liable for treble damages and up to a $10,000 civil penalty for each false claim submitted. This section shall also be binding on all Subconsultants. A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: (a) knowingly presents or causes to be presented to an officer or employee of the SANITATION DISTRICT a false claim or request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by the SANITATION DISTRICT; (c)conspires to defraud the SANITATION DISTRICT by getting a false claim allowed or paid by the SANITATION DISTRICT; (d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to the SANITATION DISTRICT; or(a) is a beneficiary of an inadvertent submission of a false claim to the SANITATION DISTRICT, and fails to disclose the false claim to the SANITATION DISTRICT within a reasonable time after discovery of the false claim. 5. PREVAILING WAGES To the extent CONSULTANT intends to utilize employees who will perform work during the contract, as more specifically defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees. 6. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES A. To the extent CONSULTANT's employees and/or Subconsultants 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, CONSULTANT and Subconsultants 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. PSA PROJECT NO.P315-08 Revised 122215 COLLECTIONS CAPACITY EVALUATION STUDY Page 7 of 19 The CONSULTANT and Subconsultants 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 Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. B. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to SANITATION DISTRICT and/or general public upon request, provided the public request is made through SANITATION DISTRICT, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations. C. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(e). 7. DOCUMENT OWNERSHIP-CONSULTANT PERFORMANCE A. Ownership of Documents for the Professional Services performed. All documents in all forms (electronic, paper, etc.), including, but not limited to, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work or Professional Services, shall be the property of the SANITATION DISTRICT. The SANITATION DISTRICT's ownership of these documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. The SANITATION DISTRICT ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT's Professional Services are terminated: a) by the completion of the AGREEMENT, or b) in accordance with other provisions of this AGREEMENT. Notwithstanding any other provision of this paragraph or AGREEMENT, the CONSULTANT shall have the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications. B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the study or deliverable where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. 8. INSURANCE A. General i. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class Vill, or better, in accordance with the most current A.M. Best's Guide Rating. However, the SANITATION DISTRICT will PSA PROJECT NO.PS15-08 Revised 122215 COLLECTIONS CAPACITY EVALUATION STUDY Page 8 of 19 accept State Compensation Insurance Fund, for the required policy of Workers Compensation Insurance subject to the SANITATION DISTRICT's option to require a change in insurer in the event the State Fund financial rating is decreased below"B". Further, the SANITATION DISTRICT will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty(20)days of written notice to CONSULTANT, by the SANITATION DISTRICT or its agent. iii. Coverage shall be in effect prior to the commencement of any work under this Agreement. B. General Liability The CONSULTANT shall maintain during the life of this Agreement, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: Three Million Dollars ($3,000,000) per occurrence with Three Million Dollars ($3,000,000)aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability (for this Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by SANITATION DISTRICT and applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On Hook Liability must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. C. Umbrella Excess Liability The minimum limits of general liability and Automotive Liability Insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella 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 automotive liability. D. AutomotiveNehicle liability Insurance The CONSULTANT shall maintain a policy of Automotive 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: Combined single limit of One Million Dollars ($1,000,000) or alternatively, One Million Dollars ($1,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. PSA PROJECT NO.P315-08 Revised 122215 COLLECTIONS CAPACITY EVALUATION STUDY Page 9 of 19 E. Worker's Compensation Insurance The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier"SCIF" and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. F. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than Five Million Dollars ($5,000,000)with limits in accordance with the provisions of this Paragraph. If the policy of insurance is written on a "claims made" basis, said policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of five (5) years from the date of the completion of the services hereunder. In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this Agreement. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended "tail"coverage with the present or new carrier. In the event the present policy of insurance is written on an "occurrence" basis, said policy shall be continued in full force and effect during the term of this Agreement or until completion of the services provided for in this Agreement, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this Agreement. CONSULTANT shall provide to the SANITATION DISTRICT a certificate of insurance in a form acceptable to the SANITATION DISTRICT indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10)days prior to the expiration of each policy term. G. Proof of Coverage The CONSULTANT shall furnish the SANITATION DISTRICT 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 the SANITATION DISTRICT before work commences. The SANITATION DISTRICT reserves the PSA PROJECT NO.P315-08 Revised 122215 COLLECTIONS CAPACITY EVALUATION STUDY Page 10 of 19 right to require complete, certified copies of all required insurance policies, including endorsements, effecting 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 (5/2010)or equivalent. • Additional Insurance (ISO Form) CG2010 11 85 or (General Liability) 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 the SANITATION DISTRICT, and the SANITATION DISTRICT may reject alternatives that provide different or less coverage to the SANITATION DISTRICT. • Additional Insured Submit endorsement provided by carrier for the (Auto Liability) SANITATION DISTRICT approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent. • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent. H. Cancellation Notice 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. The Cancellation Section of ACORD Form 25 (5/2010) shall state the required thirty(30) days' written notification. The policy shall not terminate, nor shall it be cancelled, nor the coverage reduced until thirty(30) days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require not less than ten (10) days written notice to the SANITATION DISTRICT. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT and its insurance broker/agent shall send to the SANITATION DISTRICT a certified letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of Risk Management, Div. 260, and shall be received by the SANITATION DISTRICT not less than thirty (30)days prior to the effective date of the change(s) if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to the SANITATION DISTRICT. I. Primary Insurance All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. PSA PROJECT NO.P315-08 Revised 122215 COLLECTIONS CAPACITY EVALUATION STUDY Page 11 of 19 J. Separation of Insured All liability policies shall contain a "Separation of Insureds" clause. K. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. L. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self-insured retentions require approval by the SANITATION DISTRICT. At the option of the SANITATION DISTRICT, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects the SANITATION DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory to the SANITATION DISTRICT guaranteeing payment of losses and related investigations, claim administration and defense expenses. M. Defense Costs Liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. N. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant's operations and work. O. Limits Are Minimums If the CONSULTANT maintains higher limits than any minimums shown above, then SANITATION DISTRICT requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. 9. SCOPE CHANGES In the event of a change in the Scope of Work or a change in the proposed Project, as requested by the SANITATION DISTRICT, the Parties hereto shall execute an Amendment to this AGREEMENT setting forth with particularity all terms of the new AGREEMENT, including, but not limited to any additional CONSULTANT's fees. PSA PROJECT NO.P315-08 Revised 122215 COLLECTIONS CAPACITY EVALUATION STUDY Page 12 of 19 10. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this AGREEMENT, the names and full description of all Subconsultants and CONSULTANT's project team members anticipated to be used on this Project under this AGREEMENT by CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant and each of CONSULTANT's Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant, broken down as indicated in Section 2- COMPENSATION. There shall be no substitution of the listed Subconsultants and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. 11. ENGINEERING REGISTRATION The CONSULTANTS personnel and Subconsultants are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance of this AGREEMENT, the services of a registered engineer is required, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California. 12. AUDIT PROVISIONS. A. SANITATION DISTRICT retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this AGREEMENT. The CONSULTANT shall include the SANITATION DISTRICT's right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all Subconsultants. B. SANITATION DISTRICT retains the right to examine CONSULTANT's books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT's compliance with all requirements under this AGREEMENT during the term of this AGREEMENT and for a period of three (3)years after its termination. CONSULTANT shall maintain complete and accurate records in accordance with generally accepted industry standard practices and the SANITATION DISTRICT's policy. The CONSULTANT shall make available to the SANITATION DISTRICT for review and audit, all project related accounting records and documents, and any other financial data within 15 days after receipt of notice from the SANITATION DISTRICT. Upon SANITATION DISTRICT's request, the CONSULTANT shall submit exact duplicates of originals of all requested records to the SANITATION DISTRICT. If an audit is performed, CONSULTANT shall ensure that a qualified employee of the CONSULTANT will be available to assist SANITATION DISTRICT's auditor in obtaining all Project related accounting records and documents, and any other financial data. PSA PROJECT NO.PS15-08 Revised 122215 COLLECTIONS CAPACITY EVALUATION STUDY Page 13 of 19 13. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent contractors, or Subconsultants into employees of the SANITATION DISTRICT. CONSULTANT'S staff performing services under the AGREEMENT shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and pay wages, salaries, and other amounts due directly to its staff in connection with the AGREEMENT. CONSULTANT shall be responsible for hiring, review, and termination of its staff and shall be accountable for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers' compensation and similar matters. 14. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this AGREEMENT, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid. Notice shall be mailed to the SANITATION DISTRICT at: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Michelle Hadaway, Senior Contracts Administrator Copy: Adam Nazaroff, Project Manager Notice shall be mailed to CONSULTANT at: RMC Water and Environment 10509 Vista Sorrento Parkway, Suite 205 San Diego, CA 92121 Attention: Scott Goldman All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other SANITATION DISTRICT staff must be approved in writing by the SANITATION DISTRICT's Project Manager prior to action from the CONSULTANT. 15. TERMINATION The SANITATION DISTRICT may terminate this AGREEMENT at any time, without cause, upon giving thirty (30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this AGREEMENT upon thirty (30)days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this AGREEMENT, when the same are due. PSA PROJECT NO.P315-08 Revised 122215 COLLECTIONS CAPACITY EVALUATION STUDY Page 14 of 19 Notice of termination shall be mailed to the SANITATION DISTRICT at the address listed in Paragraph 14- NOTICES. 16. DOCUMENTS AND STUDY MATERIALS The documents and study materials for this Project shall become the property of the SANITATION DISTRICT upon the termination or completion of the work. CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all memoranda, correspondence, electronic materials, computation and study materials in its files pertaining to the work described in this AGREEMENT, which is requested in writing by the SANITATION DISTRICT. 17. COMPLIANCE CONSULTANT certifies by the execution of this AGREEMENT that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment. 18. AGREEMENT EXECUTION AUTHORIZATION Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual executing this document by and on behalf of each Party is a person duly authorized to execute this AGREEMENT for that Party. 19. DISPUTE RESOLUTION In the event of a dispute arising between the parties regarding performance or interpretation of this AGREEMENT, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar organization or entity conducting alternate dispute resolution services. 20. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, 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. 21. WARRANTY CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its services, the SANITATION DISTRICT informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by the SANITATION DISTRICT, take all such actions as are necessary to correct or complete the noted deficiency(ies). PSA PROJECT NO.P815-08 Revised 122215 COLLECTIONS CAPACITY EVALUATION STUDY Page 15 of 19 22. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT's sole cost and expense and with legal counsel approved by the SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT's officers, directors, employees, CONSULTANT's, and agents (collectively the "Indemnified Parties"), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs, and all other professional, expert or CONSULTANT's fees and costs and the SANITATION DISTRICT's general and administrative expenses; individually, a "Claim"; collectively, "Claims")which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT's suppliers, CONSULTANT, Subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A)the active negligence or willful misconduct of the Indemnified Parties; or (B)a natural disaster or other act of God, such as an earthquake; or (C)the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT's supplier, CONSULTANT, Subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them. Exceptions (A)through (B) above shall not apply, and CONSULTANT shall, to the fullest extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder. CONSULTANT's liability for indemnification hereunder is in addition to any liability CONSULTANT may have to the SANITATION DISTRICT for a breach by CONSULTANT of any of the provisions of this Agreement. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit CONSULTANT's indemnification obligation or other liability hereunder. The terms of this Agreement are contractual and the result of negotiation between the parties hereto. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654)that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. PSA PROJECT NO.P315-08 Revised 122215 COLLECTIONS CAPACITY EVALUATION STUDY Page 16 of 19 23. DUTY TO DEFEND The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims. CONSULTANT'S indemnification obligation hereunder shall survive the expiration or earlier termination of this AGREEMENT until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 24. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCEDURES CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and procedures including the OCSD Safety Standards, as applicable, all of which may be amended from time to time. 25. CLOSEOUT When the SANITATION DISTRICT determines that all Work authorized under the AGREEMENT is fully complete and that the SANITATION DISTRICT requires no further work from CONSULTANT, or the AGREEMENT is otherwise terminated or expires in accordance with the terms of the AGREEMENT, the SANITATION DISTRICT shall give the Consultant written notice that the AGREEMENT will be closed out. CONSULTANT shall submit all outstanding billings, work submittals, deliverables, reports or similarly related documents as required under the AGREEMENT within thirty(30) days of receipt of notice of AGREEMENT closeout. Upon receipt of CONSULTANT'S submittals, the SANITATION DISTRICT shall commence a closeout audit of the AGREEMENT and will either: i. Give the CONSULTANT a final AGREEMENT Acceptance: or ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT'S cost. CONSULTANT shall be required to provide adequate resources to fully support any administrative closeout efforts identified in the AGREEMENT. Such support must be provided within the timeframe requested by the SANITATION DISTRICT. PSA PROJECT NO.P315-08 Revised 122215 COLLECTIONS CAPACITY EVALUATION STUDY Page 17 of 19 Notwithstanding the final AGREEMENT acceptance, the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to the SANITATION DISTRICT (regardless of whether such nondisclosures were fraudulent, negligent, or otherwise), and the CONSULTANT shall remain obligated under all those provisions of the AGREEMENT which expressly or by their nature extend beyond and survive final AGREEMENT Acceptance. Any failure by the SANITATION DISTRICT to reject the work or to reject the CONSULTANT's request for final Agreement Acceptance as set forth above shall not be deemed to be acceptance of the work by the SANITATION DISTRICT for any purpose nor imply acceptance of, or agreement with, the CONSULTANT's request for final Agreement Acceptance. 26. ENTIRE AGREEMENT This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. PSA PROJECT NO.P315-08 Revised 122215 COLLECTIONS CAPACITY EVALUATION STUDY Page 18 of 19 IN WITNESS WHEREOF, this Agreement has been executed in the name of the SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year first above written. CONSULTANT: RMC WATER AND ENVIRONMENT By Date Printed Name &Title ORANGE COUNTY SANITATION DISTRICT By Chair, Board of Directors Date By Kelly A. Lore Clerk of the Board Date By Marc Dubois Date Contracts, Purchasing and Materials Management Division Manager Attachments: Attachment"A"—Scope of Work Attachment"B"—Labor Hour Matrix Attachment"C"—NOT USED Attachment"D"—Allowable Direct Costs Attachment"E"—Fee Schedule Attachment"F"— NOT USED Attachment"G"— NOT USED Attachment"H"—Cost Matrix and Summary Attachment"I"—NOT USED Attachment"J"—Minor Subconsultants Hourly Rate Schedule Attachment"K"—OCSD Safety Standards MH:ds:ms PSA PROJECT NO.P315-08 Revised 122215 COLLECTIONS CAPACITY EVALUATION STUDY Page 19 of 19 BOARD OF DIRECTORS Meeting Date TOBE.Or Dir. -- 08/24/16 AGENDA REPORT Item Item g Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Celia Chandler, Director of Human Resources SUBJECT: CONTRACT SECURITY SERVICES GENERAL MANAGER'S RECOMMENDATION Approve a Service Contract to Securitas Security Services, U.S.A. for Specification No. S-2016-775BD fora term of one (1)year, fora total annual contract amount not to exceed $776,704, with up to four (4) one-year renewals. BACKGROUND The Orange County Sanitation District (Sanitation District) provides a secure working environment for employees, visitors and contractors. Through proactive security measures designed to minimize risk and protect people, capital assets and operations against threats of injury and loss or damage by criminal, hostile or malignant acts, the Sanitation District strives to protect the public's significant investment in its facilities. An objective of the Sanitation District Workplace Security Program is to promote plant operational efficiencies, while providing increased workplace security. Contract security services are an important element of the Workplace Security Program for designated Sanitation District facilities. RELEVANT STANDARDS • Protection of Orange County Sanitation District assets • Provide a safe and collegial workplace PROBLEM The Sanitation District relies on contract security guards to protect Sanitation District controlled properties throughout the service area. Contract security services are the most visible security presence and the first public contact with security upon entering the facility. Although the security guards are not employed by the Sanitation District, they have a crucial role in the Sanitation District's mission and operations. Contract security guards are primarily responsible for controlling access to District facilities; to assist in ensuring the safety of employees, visitors and contractors while on District property; and to assist in ensuring the security of District property and critical assets. Access control includes checking employees', visitors' and contractors' identification; operating or monitoring security cameras and/or alarms; and reporting crimes and incidents to the Control or Operations Center. Consequently, the Sanitation Page 1 of 2 District relies heavily on contract security guards to be the "eyes and ears" while accomplishing our core mission. PROPOSED SOLUTION N/A TIMING CONCERNS N/A RAMIFICATIONS OF NOT TAKING ACTION The current contract with Securitas Security Services, USA is due to expire on September 30, 2016, which may potentially leave our plant facilities vulnerable to persons who intend to trespass on Sanitation District property in order to commit a malevolent act. Not knowing who or why someone is entering a building or plant facility leaves the Sanitation District vulnerable to those wishing to do harm immediately or plan for offensive action in the future. A wastewater treatment plant that cannot provide adequate capacity or performance due to a malicious activity could discharge an effluent with significant impaired quality that can create a public health hazard or cause environmental damage of the downstream. PRIOR COMMITTEE/BOARD ACTIONS June 2010 — Board Approved Specification No. S-2010-468 for a five-year plant security services contract with Securitas Security Services, USA. ADDITIONAL INFORMATION The Sanitation District Workplace Security Program strives to adhere to recognized industry, best business practices and voluntary wastewater security standards and guidelines. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted. 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 2 of 2 SERVICE CONTRACT Security Services Specification No. S-2016-775BD 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 Securitas Security Services USA with a principal place of business at 2900 S. State College Blvd. #100, Anaheim, CA 92806 (hereinafter referred to as "Service Provider") collectively referred to as the "Parties". WITNESSETH WHEREAS, OCSD desires to retain the services of Service Provider for Security Services "Services"; and WHEREAS, OCSD has chosen Service Provider to conduct Services in accordance with Ordinance No. OCSD-47; and WHEREAS, on August 24, 2016, the Board of Directors of OCSD, by minute order, authorized execution of this Contract between OCSD and Service Provider; and WHEREAS, Service Provider is qualified by virtue 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 (called the "Contract") is made by OCSD and Service Provider. The Terms and Conditions herein exclusively govern the purchase of Services as described in the Scope of Work, attached hereto and incorporated herein by reference as Exhibit "A" 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" Scope of Work Appendix 1 Best and Final Offer(BAFO) Exhibit"B" Proposal from Service Provider Exhibit"C" Acknowledgement of Insurance Requirements Exhibit"D" Not Used 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-2016-775BD 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 Year's 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 The term "hours", when used in this Contract, shall be as defined in Exhibit"A". 1.9 Service Provider shall provide OCSD with all required premiums and/or overtime work at no charge beyond the price provided under"Compensation" below. 1.10 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 Seven Hundred Seventy-Six Thousand Seven Hundred Three and 04/100 Dollars ($776,703.04). 3. California Department of Industrial Relations(D/R)Reoistration and Record of Waaes 3.1 To the extent Service Provider's employees and/or its Subcontractors who will perform Work under this 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, Richard Spencer or his designee, of invoices submitted for Services completed as described in Exhibit "A", Appendix 1 and Exhibit"B". OCSD, at its sole discretion, shall be the determining party as to whether the tasks and deliverables 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. Orange County Sanitation District 2 of 10 Specification No. S-2016-775BD 5.2 Invoices shall be emailed by Service Provider to OCSD Accounts Payable at APStaff(d).00SD.com and reference the following in the subject line: "INVOICE", the Purchase Order Number, the Project Manager, Richard Spencer and Specification No. S-2016-775BD. 6. Audit Riahts 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. Scope of Work Subject to the terms of this Contract, Service Provider shall perform the Services identified in Exhibit"A" and Appendix 1. 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 Scope of Work 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 to be provided under this Contract shall commence on the effective date of the notice to proceed, and be completed no later than one (1)year following the effective date of the notice to proceed. 10. Renewals 10.1 OCSD may exercise the option to renew the Contract for up to four (4) one-year periods based upon the criteria set forth in the Scope of Work, Exhibit "A" and Appendix 1, if mutually acceptable contract terms can be negotiated. OCSD shall make no obligation to renew nor give reason if it elects not to renew. 10.2 Renewals may be made through the OCSD Purchase Order process. 11. Extensions The Term of this Contract maybe extended only by written instrument signed by both Parties. 12. Termination 12.1 OCSD 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. 12.2 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. 12.3 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. Orange County Sanitation District 3 of 10 Specification No. S-2016-775BD 12.4 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. 13. 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. 14. 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. 15. Safety Standards and Human Resources MR) 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,"Doc Central"(bottom of page), under"Safety'. 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 herein, Service Provider shall adhere to the following OCSD Safety requirements: SOP-102 PPE 16. Warranties In addition to the Warranties stated in Exhibit"A", the following shall apply: 16.1 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-2016-775BD 16.2 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. 17. Performance Time is of the essence in the performance of this Contract and the provisions hereof. 18. 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. 19. 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. 20. 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. 21. Key Personnel Personnel, as provided in Exhibit "B", are considered "key" to the work under this Contract and will be available for the term of the Contract. No person designated as key under this Contract shall be removed or replaced without prior written consent of OCSD. If OCSD asks Service Provider to remove a person designated as key under this Contract, Service Provider agrees to do so immediately regardless of the reason, or the lack of reason, for OCSD's request. Service Provider shall assign only competent personnel to perform services pursuant to this Contract. 22. Staffing Service Provider shall: 1. Investigate the background and references of each security officer assigned to OCSD. 2. Provide, upon request, those background and reference documents for each security officer who will or is working at OCSD. 3. Complete a criminal history check for all security officers that will work at OCSD. 4. Provide a copy of Individual State Officer License or"Guard Card"of each security officer assigned to OCSD. 5. Ensure that each security officer assigned to OCSD is fluent in English. He or she must have the ability to read, write and speak the English language. 6. Ensure that each security officer is free from narcotics, marijuana and dangerous drugs by conducting medical examination/drug screenings. 23. Trainina Certification When required by applicable federal, state, and local regulation, certificates of training shall be maintained on-site for the duration of the activity that requires an employee to be certified. All Certificates shall be current. Lack of certificates when required will be cause for removal of such personnel form the site, termination of the Contract, or both. Orange County Sanitation District 5 of 10 Specification No. S-2016-775BD 24. Drug-Free Workplace All employees of Service Provider who will work at OCSD's Plant No. 1 (Fountain Valley) and Plant No. 2 (Huntington Beach) must adhere to the California Drug- Free Workplace Act of 1990, California Government Code Sections 8350 through 8357. 25. Regulatory Reguirements 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. 26. 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. 27. 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. 28. Contractor's Employees Compensation 28.1 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. 28.2 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 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. 28.3 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. 28.4 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. Orange County Sanitation District 6 of 10 Specification No. S-2016-775BD 28.5 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. 28.6 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. 29. South Coast Air Quality Management District's(SCAQMD)Requirements It is 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 contract work practices, which may have associated emissions such as sandblasting, open field spray painting or demolition of asbestos containing components or structures, shall comply with the appropriate rules and regulations of the SCAQMD. 30. 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. 31. 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. 32. 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. Orange County Sanitation District 7 of 10 Specification No. S-2016-775BD 33. Dispute Resolution 33.1 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. 33.2 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. 34. 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. 35. Survival The provisions of this Contract dealing with Payment, Warranty, Indemnity, and Forum for Enforcement, shall survive termination or expiration of this Contract. 36. 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. 37. Damacre 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. 38. 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. 39. 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 Contract, 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. Orange County Sanitation District 8 of 10 Specification No. S-2016-775BD 40. 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. 40.1 In the event the Service Provider obtains written approval from the Project Manager to delegate duties, assign rights, substitute an approved Subcontractor and/or introduce a new Subcontractor,the Service Provider shall be as fully responsible to OCSD for the acts, errors and omissions of the Subcontractor(s) and of the person(s) either directly or indirectly employed by the Subcontractor(s) as the Service Provider is for the acts, errors and omissions of persons directly employed by the Service Provider. Nothing contained in the Contract shall create any contractual relationship between any Subcontractor and OCSD. 40.2 Each Subcontract agreement shall be approved in writing by OCSD and preserve and protect the rights of OCSD, its directors, officers, agents, and employees under the Contract with respect to the work to be performed by the Subcontractor so that subcontracting thereof will not prejudice such rights, and shall allow to the Subcontractor, unless specifically provided otherwise in the subcontract agreement, the benefits of all rights, remedies and redress against the Service Provider that the Service Provider, by the Contract, has against OCSD. The Service Provider shall make available to each proposed Subcontractor, prior to the execution of the subcontract, copies of the Contract documents. 40.3 This section does not and shall not operate to relieve the Service Provider of any duty or liability under the Contract, nor does it create any duty or liability on the part of OCSD. The Service Provider shall have sole responsibility for promptly settling any disputes between its Subcontractors. 41. Third Party Rights Nothing in this Contract shall be construed to give any rights or benefits to anyone other than OCSD and Service Provider. 42. 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 Contract. 43. Read and Understood By signing this Contract, Service Provider represents that he has read and understood the terms and conditions of the Contract. 44. 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. 45. 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. Orange County Sanitation District 9 of 10 Specification No. S-2016-775BD 46. 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: Kelly Becker, Area Vice President Securitas Security Services USA 2900 S. State College Blvd. #100 Anaheim, CA 92806 Each party shall provide the other party written notice of any change in address as soon as practicable. 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: Chair, Board of Directors Dated: By: Clerk of the Board Dated: By: Contracts/Purchasing Manager COMPANY Dated: By: Print Name and Title of Officer IRS Employer's I.D. Number Orange County Sanitation District 10 of 10 Specification No. S-2016-775BD BOARD OF DIRECTORS Meeting Date TOBE.Or Dir. -- 08/24/16 AGENDA REPORT Item Item 10 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: SOUTHWEST COSTA MESA TRUNK SEWER, PROJECT NO. 6-19, CANCELLATION GENERAL MANAGER'S RECOMMENDATION A. Cancel the Southwest Costa Mesa Trunk Sewer, Project No. 6-19; B. Adopt Resolution No. OCSD 16-14 entitled, "A Resolution of the Board of Directors of the Orange County Sanitation District amending Resolution No. OCSD 14-09 relating to the Southwest Costa Mesa Trunk Sewer, Project No. 6-19"; and C. Authorize a payment of $192,000 to Costa Mesa Sanitary District to offset their costs to support the alignment and environmental studies associated with this project. BACKGROUND Orange County Sanitation District (Sanitation District) has been working cooperatively with Costa Mesa Sanitary District and the City of Newport Beach for about eight years on the subject project. There were several mutually beneficial objectives the agencies were working together to improve. The Sanitation District was interested in reducing flow in the Fairview Trunk Sewer to prevent future predicted overflow risks and to improve protection of the environment by reducing the sewage spill risk of the local pump stations operated by Costa Mesa Sanitary District and the City of Newport Beach. The subject project replaced the Fairview Road Trunk Sewer Relief, Project No. 6-18, with a budget of $9.2M in 2008. Costa Mesa Sanitary District and the City of Newport Beach were interested in eliminating existing pump stations by connecting to a new gravity sewer built, owned, and operated by the Sanitation District. RELEVANT STANDARDS • Support OCWD expansion of GWRS • Use all practical and effective means for recovering wastewater for reuse • Maintain collaborative and cooperative relationships with neighboring agencies Page 1 of 3 PROBLEM New information to Sanitation District staff generated by the subject project and the recently completed Effluent Reuse Study led to the recommended action to cancel the Southwest Costa Mesa Trunk Sewer Project. The three new pieces of information are: 1. All the water (2 million gallons per day of dry weather flow) would be sent to the Interplant Sewer to Treatment Plant No. 2. The Effluent Reuse Study plans for this water to be segregated as unreclaimable flow. 2. Updated hydraulic measurement and analysis of Fairview Trunk Sewer show that there is no longer a future risk of spills due to capacity limitations. 3. The projected cost of the project has risen significantly due to additional geotechnical/tunneling risks and schedule extension due to short work seasons to accommodate bird nesting restrictions in the Talbert Regional Park. The subject project as it is currently envisioned will cause more problems regionally than it solves. However, a local problem still exists. Costa Mesa Sanitary District has requested to be compensated for their effort supporting this project. Staff does appreciate that Costa Mesa Sanitary District has invested in the current joint alignment and environmental study. Significant engineering work has been done laying out potential Costa Mesa Sanitary District gravity sewer connections to the proposed Southwest Costa Mesa Trunk Sewer. Staff recommends a one-time payment of $192,000 to Costa Mesa Sanitary District to help defray their costs working together on the project development phase of the project. In the 1990s, Costa Mesa Sanitary District built some sewers that assumed a sewer like the Southwest Costa Mesa Trunk Sewer might be built and has requested consideration for these sewers also. Staff does not recommend any cost consideration for these sewers as there were no written agreements in place, and any verbal understandings that may or may not have existed were with County Sanitation District No. 6 of Orange County, which was a more locally focused agency, rather than the Sanitation District. PROPOSED SOLUTION Using the Sanitation District's triple bottom line approach to project decision making, environmental, societal, and cost considerations, staff no longer believes the project is in the best interest on the rate payers of the Sanitation District and should be cancelled. TIMING CONCERNS Costa Mesa Sanitary District's current pump stations are in need of refurbishment. A decision to refurbish the existing pump stations, or replace them with gravity sewers, is required as soon as possible. Page 2 of 3 RAMIFICATIONS OF NOT TAKING ACTION Costa Mesa Sanitary District and the City of Newport Beach will not have a proper planning basis for their local systems. PRIOR COMMITTEE/BOARD ACTIONS July 2014—Adopted Resolution No. OCSD 14-09, and approved the Final Environmental Impact Report for Southwest Costa Mesa Trunk, Project No. 6-19. November 2013 — Information item presented to the Operations Committee that this project investigated potential alignments for the new trunk sewer and a draft Environmental Impact Report (EIR) was being developed. November 2011 — Approved a Professional Design Services Agreement with Dudek for Southwest Costa Mesa Trunk, Project No. 6-19, providing for engineering design services for an amount not to exceed $884,025, and approved a contingency of$132,602 (15%). ADDITIONAL INFORMATION N/A CEQA The Sanitation District, as the lead agency, prepared an Environmental Impact Report (EIR) for the Southwest Costa Mesa Trunk, Project No. 6-19. The final document was adopted and certified by the Board on July 23, 2014 and filed with the State Clearinghouse (SCH #2013041049). The Board also adopted Resolution No. OCSD 14-09 certifying the Final EIR for implementation of the project, a Mitigation and Monitoring Report Program and a Statement of Overriding Considerations. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted. (Line item: Section 8, Page 33). Unspent funds will be returned to the Replacement, Rehabilitation & Refurbishment line item. 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: Resolution No. OCSD 16-14 RCT:gc Page 3 of 3 RESOLUTION NO. OCSD 16-14 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ORANGE COUNTY SANITATION DISTRICT AMENDING RESOLUTION NO. OCSD 14-09 RELATING TO THE SOUTHWEST COSTA MESA TRUNK SEWER, PROJECT NO. 6-19 The Board of Directors of the Orange County Sanitation District DOES HEREBY RESOLVE, DETERMINE AND ORDER: Resolution OCSD 14-09, Section 9: The approval of the Southwest Costa Mesa Trunk Sewer, Project No. 6-19 is hereby rescinded. PASSED AND ADOPTED at a regular meeting of the Board of Directors held on August 24, 2016. John Nielsen Board Chair ATTEST: Kelly A. Lore Clerk of the Board OCSD 16-14-1 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 16-14 was passed and adopted at a regular meeting of said Board on the 24th day of August, 2016, 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 24th day of August, 2016. Kelly A. Lore Clerk of the Board of Directors Orange County Sanitation District OCSD 16-14-2 BOARD OF DIRECTORS Meeting Date TOBE.Of Dir. -- 08/24/16 AGENDA REPORT ItemNumber Item Number 11 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations R Maintenance SUBJECT: COOPERATIVE PROCUREMENT WITH NATIONAL AUTO FLEET GROUP GENERAL MANAGER'S RECOMMENDATION Ratify and approve two purchase order agreements using the National Joint Powers Alliance (NJPA) cooperative Contract Number 102811-NAF with National Auto Fleet Group for the purchase of fifteen (15) budget approved vehicles for a total cost of $562,359 in accordance with Ordinance No. OCSD-47, Section 2.03(B) Cooperative Purchases. BACKGROUND The Orange County Sanitation District (Sanitation District) has a fleet of over 200 vehicles. The Sanitation District's FY 2015-16 budget provided for replacement of 15 vehicles that are at the end of their useful life or that require excessive maintenance to keep operational. The Sanitation District purchased 15 compressed natural gas (CNG) or gasoline fueled service trucks using the NJPA National Auto Fleet Group agreement in accordance with Section 2.03E of the Sanitation District's Purchasing Ordinance. The NJPA is a government agency that consolidates orders from other government agencies across the country and bids the purchases together in order to obtain large volume pricing. The District uses this agreement to obtain lower prices than if we bid the purchase ourselves. RELEVANT STANDARDS • Participate in National Joint Powers Authority (NJPA) cooperative purchasing program • Consider life-cycle costs in all decisions PROBLEM The Sanitation District identified 15 service trucks for replacement in FY 2015-16. Eleven of these trucks operate on CNG fuel with expiring CNG tank certifications. The remaining four vehicles had been in service from 15 to 21 years. Page 1 of 3 Replacement vehicles were included in the approved FY 2015-16 budget. The 15 replacement vehicles were purchased from the NJPA, however, the total cost exceeds the General Manager's authority of$100,000 and requires Board of Directors approval. PROPOSED SOLUTION Staff is seeking ratification of the purchase of 15 replacement vehicles. TIMING CONCERNS Once the CNG tank certification has expired, the CNG vehicle may not be used. Since the CNG tank certifications were expiring for 11 of the 15 vehicles, the replacement of these vehicles was urgent. The other four vehicles were scheduled to be retired from the fleet due to excessive maintenance costs. Since the recommended action is a ratification of a purchase, staff is requesting that action be taken at this time. RAMIFICATIONS OF NOT TAKING ACTION If these vehicles were not replaced,we would incur excessive maintenance and exposure to safety and reliability issues. These vehicles were bid in conformance with District Purchasing Ordinance; the purchase exceeds staff's $100,000 authority and requires ratification by the Board of Directors. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION Seeking the lowest price, the Sanitation District is utilizing the NJPA agreement. The NJPA is a public agency that serves as a cooperative for over 50,000 member agencies nationally. The Sanitation District is a member of the NJPA at no cost. NJPA offers a multitude of cooperatively contracted products, equipment, and services opportunities to education and government entities throughout the country. All NJPA contracts have been competitively solicited nationally, reviewed, evaluated by committee and recommended to the NJPA Board of Directors for award with the Minnesota public purchasing rules and regulations applicable to NJPA. Each solicitation is issued on behalf of NJPA members nationwide. Each request for proposal (RFP) advises all responders that NJPA desires a vendor who can sell and service participating members in all fifty states. All RFP respondents understand that these contracts will be under consideration for use by government, education, and non-profit member agencies throughout the United States. Page 2 of 3 FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. These items have been budgeted through the Capital Equipment Budget Summary (Budget Update Fiscal Year 2015-2016 Equipment Budget Details; A-20). ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.com) with the complete agenda package: N/A Page 3 of 3 WOODRUFF, SPRADUN S SMART 555 AN,oN Sort. 1200 Cos.A MesA, CA 92626-7670 (714)556-0WO MEMORANDUM TO: Hon. Chair and Members of the Orange County Sanitation District Board of Directors FROM: Bradley R. Hogin, Esq. General Counsel DATE: August 17, 2016 RE: Closed Session Items The Board of Directors desires to hold a closed session on August 24, 2016 for the purpose of conferring with its labor negotiators regarding negotiations with Agency Designated Representatives: Laura Kalty, Chief Negotiator from Liebart Cassidy Whitmore; James Herberg; Robert Ghirelli; Celia Chandler; Rich Spencer; and Andrew Nau to discuss negotiations with Employee Organizations: Supervisor&Professional Management Group (SPMT), International Union of Operating Engineers Local 501 (Local 501), and Orange County Employees Association(OCEA). The closed session will be held pursuant to authority of California Government Code Section 54957.6. Respectfully submitted, By Bradley R. Hogin, Gengrfil Counsel 1185583.1 WOODRUFF, SPRADUN B SMART 555 AN,oN Sort. 1200 Cos.A MesA, CA 92626-7670 (714)556-0WO MEMORANDUM TO: Hon. Chair and Members of the Orange County Sanitation District Board of Directors FROM: Bradley R. Hogin, Esq. General Counsel DATE: August 17, 2016 RE: Closed Session Items The Board of Directors desires to hold a closed session on August 24, 2016 for the purpose of conferring with its legal counsel regarding anticipated litigation. Existing facts and circumstances reflect a significant exposure to litigation against the District. The closed session will be held pursuant to the authority of California Government Code Section 54956.9(d)(2). The facts and circumstances are as follows: Steven and Jennifer Gates are seeking damages relating to sewage backup at their home located at 1272 Tropicana Lane. RespecMy i submitted, By: Bradley P. Hogin, G neral Counsel 1 t8560L1 MWOODRUFF SPRADLIN a SMART 555 ANTON BOULEVARD, SUITE 1200 COSTA MESA, CA 92626-7670 (714)558 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 17, 2016 RE: Closed Session Items The Board of Directors desires to hold a closed session on August 24, 2016 for the purpose of conferring with its agency negotiators: General Manager,Jim Herberg;Director of Engineering,Rob Thompson; Engineering Managers, Kathy Millea and Jeff Mohr; CIP Project Manager, Wendy Sevenandt; Kevin Turner and John Gallivan; Cushman and Wakefield to discuss real property negotiations with negotiating parties Valley Business Park; DK-USA LLC; Fountain Valley Industrial Parcel, Bender Properties, Sukut Real Properties LLC; The Ins Trust Shabtati,Nevon; The his Trust,K&A Investments LP,Fountain Valley Star LLC; TN Sheet Metal Inc.; 18401 Bandilier LLC; Phone Lilly Lin-Lin TR; JDK Partners; Chandler Real Properties; Ellis Avenue LLC; and SFII Fountain Valley LLC regarding the real property of 10950 Virginia Cit. Fountain Valley, CA—APN No. 156-165-05; 108070 Spencer Ave. Fountain Valley, CA—APN No. 156-163-07; 18480 Pacific St. Fountain Valley, CA—APN No. 156-165-04; 18480 Pacific St. Fountain Valley, CA—APN Np. 156-165-06; 18370 Pacific St. Fountain Valley, CA—APN No. 156-165-08; 18484 Bandilier Cir. Fountain Valley, CA—APN No.156-163-06; 18429 Pacific St. Fountain Valley, CA APN-No. 156-163-09; 18410 Bandilier Cr. Fountain Valley, CA—APN No. 156-163-10; 18368 Bandilier Cit. 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 Cit. Fountain Valley, CA—APN No. 156-163-12; 18401 Bandilier Cr. Fountain Valley, CA—APN No. 156-154-13; 18401 Bandilier Cit. Fountain Valley, CA— APN No. 156-163-13; 18424 Mt. Langley St. Fountain Valley, CA—APN No. 156-154-05; 18435 Bandilier Cit. Fountain Valley, CA—APN No. 156-163-14; 18475 Bandilier Cit. 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, C—APN No. 156-151-03 . 1B5595A Hon. Chair and Members of the Orange County Sanitation District Board of Directors August 17, 2016 Page 2 Said closed session will be held pursuant to authority of California Government Code Section 54956.8. Respectfully submitted, By. /J 6- Bradley R. Hogin, eneral Counsel 1 t855911 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 CARB 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 U.S. Environmental Protection Agency FOG Fats, Oils, and Grease gpd Gallons per day GWR System Groundwater Replenishment System (also called GWRS) ICS Incident Command System IERP Integrated Emergency Control 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 and Maintenance OCCOG Orange County Council of Governments OCHCA Orange County Health Care Agency OCSD Orange County Sanitation District OCWD Orange County Water District COBS Ocean Outfall Booster Station OSHA Occupational Safety and Health Administration PCSA Professional Consultant Services Agreement POTW Publicly Owned Treatment Works ppm Parts per million PSA Professional Services Agreement RFP Request For Proposal Glossary of Terms and Abbreviations RWQCB Regional Water Quality Control Board SARFPA Santa Ana River Flood Protection Agency SARI Santa Ana River Inceptor SARWQCB Santa Ana Regional Water Quality Control Board SAWPA Santa Ana Watershed Project Authority SCADA Supervisory Control and Data Acquisition system SCAP Southern California Alliance of Publicly Owned Treatment Works SCAQMD South Coast Air Quality Management District SOCWA South Orange County Wastewater Authority SRF State Revolving Fund SSMP Sanitary Sewer 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 WERF Water Environment Research Foundation WIFIA Water Infrastructure Financing and Innovation 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. Blogas — 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 farm land or further processed as an earth-like product for commercial and home gardens to improve and maintain fertile soil and stimulate plant growth. 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. coil are the most common bacteria in wastewater. Glossary of Terms and Abbreviations 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 (D/T) — the dilution at which the majority of the people detect the odor becomes the D/T for that air sample. Greenhouse gases — 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 (GWR) System — 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 a day of drinking quality water to replenish the local groundwater supply. Levels of Service(LOS)—Goals to support environmental and public expectations for performance. NDMA— N-Nitrosodimethylamine is an N-nitrosoamine 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 (NACWA) and Water Environment Federation (WEF), with advisory support from the U.S. Environmental Protection Agency (EPA). NBP is committed to developing and advancing environmentally sound and sustainable biosolids management practices that go beyond regulatory compliance and promote public participation in order 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. Publicly-owned Treatment Works(POTW)— 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 run-off. 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. Glossary of Terms and Abbreviations 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. OCSD's service area is in the Santa Ana River Watershed.