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11-15-2017 Board Meeting Agenda Packet
Orange County Sanitation District Wednesday, November 15, 2017 Regular Meeting of the 6:00 P.M. BOARD OF DIRECTORS Board Room ` 10844 Ellis Avenue Fountain Valley, CA 92708 (714) 593-7433 AGENDA CALL TO ORDER INVOCATION AND PLEDGE OF ALLEGIANCE (Barbara Delgleize, City of Huntington Beach) ROLL CALL (Clerk of the Board) DECLARATION OF QUORUM (Clerk of the Board) PUBLIC COMMENTS: If you wish to address the Board of Directors on any item, please complete a Speaker's Form (located at the table outside of the Board Room) and submit it to the Clerk of the Board or notify the Clerk of the Board the item number on which you wish to speak. Speakers will be recognized by the Chairperson and are requested to limit comments to three minutes. SPECIAL PRESENTATIONS: Employee Service Awards REPORTS: The Board Chairperson and the General Manager may present verbal reports on miscellaneous matters ofgeneml interest to the Directors. These reports are for information only and require no action by the Directors. CONSENT CALENDAR: Consent Calendar Items are considered to be routine and will be enacted, by the Board of Directors,after one motion,without discussion. Any items withdrawn from the Consent Calendar for separate discussion will be considered in the regular order of business. 1. APPROVAL OF MINUTES (Clerk of the Board) RECOMMENDATION: Approve the minutes of the Regular Meeting of the Board of Directors Meeting held on October 25, 2017. 11/15/2017 OCSD Boats of Directors Agenda Page 1 of 7 2. PROPOSED BOARD OF DIRECTORS & COMMITTEE MEETING DATES FOR CALENDAR YEAR 2018 (Clerk of the Board) RECOMMENDATION: Approve the calendar of meeting dates for the 2018 calendar year for meetings of the Board of Directors and the following Committees: Administration, Legislative and Public Affairs, Operations, and Steering. RECEIVE AND FILE: These items require no action; and without objection, will be so ordered by the Board Chair. 3. COMMITTEE MINUTES (Clerk of the Board) RECOMMENDATION: Receive and file the approved minutes of the following committees: A. Steering Committee Meeting of September 27, 2017 B. Operations Committee Meeting of October 4, 2017 C. Administration Committee Meeting of October 11, 2017 4. REPORT OF THE INVESTMENT TRANSACTIONS FOR THE MONTH OF OCTOBER 2017 (Lorenzo Tyner) RECOMMENDATION: Receive and file the report of the Investment Transactions for the month of October 2017. OPERATIONS COMMITTEE: 5. CAPITAL IMPROVEMENT PROGRAM CONTRACT PERFORMANCE REPORT (Rob Thompson) RECOMMENDATION: Receive and file the Capital Improvement Program Contract Performance Report for the period ending September 30, 2017. 6. NEWHOPE-PLACENTIA TRUNK REPLACEMENT, PROJECT NO. 2-72 (Rob Thompson) RECOMMENDATION: Approve a Cooperative Agreement between the Orange County Sanitation District and the City of Anaheim for paving, landscaping, and sewer improvements on State College Boulevard along portions of the Newhope- Placentia Trunk Replacement, Segment B, Project No. 2-72B, for an estimated amount of$802,000 to be reimbursed by the City of Anaheim. 11/15/2017 OCSD Board of Directors Agenda Page 2 of 7 7. DIGESTER GAS FACILITIES REHABILITATION, PROJECT NO. J-124 (Rob Thompson) RECOMMENDATION: A. Approve a Professional Design Services Agreement with Brown and Caldwell to provide engineering design services for the Digester Gas Facilities Rehabilitation, Project No. J-124, for an amount not to exceed $11,770,000; and B. Approve a contingency of$1,177,000 (10%). 8. SOLE SOURCE PURCHASE OF A TEFC MOTOR CLOSE COUPLED PUMP #2 FOR STEVE ANDERSON LIFT STATION (Ed Torres) RECOMMENDATION: A. Approve a Sole Source Purchase Order Contract to Flo-Systems, Inc. for the purchase of a Totally Enclosed Fan Cooled (TEFC) Motor Close Coupled Pump from Hidrostal for $211,260, delivered, plus applicable sales tax, for the Steve Anderson Lift Station; and B. Approve a contingency for Flo-Systems, Inc. of$21,126 (10%). 9. LUBRICATION PROGRAM ASSESSMENT (Ed Torres) RECOMMENDATION: Recommend to the Board of Directors to: A. Approve a Purchase Order Contract with Noria Corporation for Lubrication Program Assessment, Spec No. CS-2017-821, for an amount not to exceed $189,584; and B. Approve a contingency of$37,917 (20%). ADMINISTRATION COMMITTEE: 10. GENERAL MANAGER APPROVED PURCHASES AND ADDITIONS TO THE PRE-APPROVED OEM SOLE SOURCE LIST (Lorenzo Tyner) RECOMMENDATION: A. Receive and file District purchases made under the General Manager's authority and additions to the pre-approved OEM Sole Source List for the period of July 1, 2017 to September 30, 2017; and 11/15/2017 OCSD Board of Directors Agenda Page 3 of 7 B. Approve the following ADDITIONS TO PRE-APPROVED Original Equipment Manufacturer (OEM) SOLE SOURCE LIST: • GRAHAM CORPORATION — Liquid Ring Pump • HOWDENROOTS—Aeration Blowers Service (Replaces OEM manufacturer SIEMENS DEMAG DELAVAL TURBOMACHINERY INC. — Name change) 11. CONSOLIDATED FINANCIAL REPORT FOR FIRST QUARTER ENDED SEPTEMBER 30, 2017 (Lorenzo Tyner) RECOMMENDATION: Receive and file the Orange County Sanitation District First Quarter Financial Report for the period ended September 30, 2017. 12. ORANGE COUNTY SANITATION DISTRICT COMPREHENSIVE ANNUAL FINANCIAL REPORT FOR THE YEAR END JUNE 30, 2017 (Lorenzo Tyner) RECOMMENDATION: Receive and file the Orange County Sanitation District's Comprehensive Annual Financial Report for the year ended June 30, 2017, prepared by staff and audited by Macias, Gini & O'Connell, LLP (MGO), Certified Public Accountants, along with the following reports prepared by MGO: A. Report to the Board of Directors; and B. Independent Accountants' Report on Agreed-Upon Procedures Applied to Appropriations Limit Worksheets. LEGISLATIVE & PUBLIC AFFAIRS COMMITTEE: None. STEERING COMMITTEE: 13. REIMBURSEMENT AGREEMENT WITH ORANGE COUNTY FLOOD CONTROL DISTRICT FOR LANE CHANNEL PROJECT, PROJECT NO. FE16-11 (Rob Thompson) RECOMMENDATION: Approve a Reimbursement Agreement with the Orange County Flood Control District for the protection of the Von Karman Trunk Sewer in the City of Irvine, for an amount not to exceed $414,167. 14. STRATEGIC PLAN UPDATE (Bob Ghirelli) RECOMMENDATION: Approve the 2017 Strategic Plan Update. NON-CONSENT: None. 11/15/2017 OCSD Board of Directors Agenda Page 4 of 7 AB 1234 REPORTS: This is the time of the meeting when Board Members will provide a brief oral report on any conference, meeting, or travel paid by the Sanitation District. 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 potential litigation,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. CONVENE IN CLOSED SESSION. (1) CONFERENCE WITH REAL PROPERTY NEGOTIATORS (Government Code Section 54956.8) Property: 18350 Mt. Langley St. Fountain Valley, CA APN Nos. 156-154-08 and 156-163-17 10950 Virginia Cir. Fountain Valley, CA - APN No.156-165-05; 10870 Spencer Ave. Fountain Valley, CA -APN No.156-163-07; 18480 Pacific St. Fountain Valley, CA -APN No.156-165-04; 18430 Pacific St. Fountain Valley, CA -APN No.156-165-06; 18370 Pacific St. Fountain Valley, CA -APN No.156-165-08; 18429 Pacific St. Fountain Valley, CA -APN No.156-163-09; 18410 Bandilier Cir. Fountain Valley, CA -APN No.156-163-10; 18368 Bandilier Cir. Fountain Valley, CA -APN No.156-163-11; 10700 Spencer St. Fountain Valley, CA-APN No.156-163-16; 10700 Spencer Ave. Fountain Valley, CA -APN No.156-154-07; 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 Agency negotiators: General Manager, Jim Herberg; Assistant General Manager, Bob Ghirelli; Director of Finance and Administrative Services, Lorenzo Tyner; Director of Engineering, Rob Thompson; Engineering Managers, Kathy Millea and Jeff Mohr; CIP Project Manager, Tom Grant; Kevin Turner and John Gallivan, Cushman and Wakefield. Negotiating parties: K & A Investments LP, APN Nos. 156-154-08 & 156-163-17 Valley Business Park, APN Nos. 156-165-05, 156-165-06, 156-163-07; 11/15/2017 OCSD Board of Directors Agenda Page 5 of 7 DK-USA LLC, APN No.156-165-04; Fountain Valley Industrial Parcel 13, APN No.156-165-08; Sukut Real Properties LLC, APN Nos. 156-163-09, 156-163-10, 156-163-11; The Ins Trust Shabtai, Nevon, APN No. 156-163-16; The Ins Trust, APN No. 156-154-07; 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 Meeting of the Board of Directors on December 20, 2017 at 6:00 p.m. 11/15/2017 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. Aoenda Description: The agenda provides a brief general description of each item of business to be considered or discussed. The recommended action does not indicate what action will be taken. The Board of Directors may take any action which is deemed appropriate. NOTICE TO DIRECTORS: To place items on the agenda for a Committee or Board Meeting, items must be submitted to the Clerk of the Board 14 days before the meeting. Kelly A.Lore Clerk of the Board (714)593-7433 klore(olocsd.com For any questions on the agenda, Committee members may contact staff at: General Manager Jim Herberg (714)593-7300 iherbem(&ocsd.wm Assistant General Manager Bob Ghirelli (714)593-7400 rghirelli(a)ocsd.com Director of Engineering Rob Thompson (714)593-7310 rthomosomaDocsd.com Director of Environmental Services Jim Colston (714)593-7450 icolston(d)ocsd.com Director of Finance and Lorenzo Tyner (714)593-7550 Ityner(docsd.wm 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 11/15/2017 OCSD Board of Directors Agenda Page 7 of 7 ITEM NO. 1 Orange County Sanitation District MINUTES BOARD MEETING October 25, 2017 �OJNjy SANII'gTjQy Q ? ¢ c, o � FCl/N H E Administration Building 10844 Ellis Avenue Fountain Valley, California 92708-7018 10/25/2017 Minutes of Board Meeting Page 1 of 10 ROLL CALL A regular meeting of the Board of Directors of the Orange County Sanitation District was called to order by Board Chairman Greg Seboum on October 25, 2017, at 6:02 p.m., in the Administration Building. Alternate Director Chuck Puckett delivered the invocation and led the Pledge of Allegiance. The Clerk of the Board declared a quorum present as follows: ACTIVE DIRECTORS ALTERNATE DIRECTORS X Gregory Seboum, Chair Jesus Silva X Denise Barnes Lucille Kring Allan Bernstein X Chuck Puckett X Robert Collacott Diana Fascenelli Ellery Deaton X Sandra Massa-Lavitt A Barbara Delgleize Erik Peterson X James M. Ferryman Bob Ooten X Phil Hawkins Brooke Jones X Steven Jones Kris Beard X Peter Kim Gerard Goedhart X Al Krippner Charlie Nguyen X Richard Murphy Warren Kusumoto A Steve Nagel Cheryl Brothers X Glenn Parker Cecilia Hupp X Scott Peotter Brad Avery X Tim Shaw Michael Blazey X David Shawver Carol Warren X Fred Smith Virginia Vaughn X Teresa Smith Mark Murphy A Michelle Steel Shawn Nelson A Sal Tinajero David Benavides A Donald Wagner Lynn Schott X Chad Wanke Ward Smith John Withers X Douglas Reinhart Mariellen Yarc X Stacy Berry STAFF MEMBERS PRESENT: Jim Herberg, General Manager; Bob Ghirelli, Assistant General Manager; Celia Chandler, Director of Human Resources; Jim Colston, Director of Environmental Services; Ed Torres, Director of Operations & Maintenance; Rob Thompson, Director of Engineering; Lorenzo Tyner, Director of Finance & Administrative Services; Kelly Lore, Clerk of the Board; Edna Aguilar; Emilio Ariston; Bob Bell; Jennifer Cabral; Rod Collins; Mike Dorman; Dean Fisher; Al Garcia; Eric Hsieh; Tina Knapp; Mark Manzo; Kathy Millea; Jeff Mohr; Kelly Newell; Tiffany Nguyen; Ddaze Phuong; Jim Spears; and Eros Yong. 10/25/2017 Minutes of Board Meeting Page 2 of 10 OTHERS PRESENT: Brad Hogin (General Counsel); Patrick Sheilds, IRWD; and James Finete, Savage Finete. PUBLIC COMMENTS: No public comments were provided. SPECIAL PRESENTATIONS: Rod Collins, Safety and Health Supervisor, presented Grand Prize certificates and gift cards to those in attendance tonight, Shannon Shay and Elias Davila, two of the four Safety Poster Contest Grand Prize Winners. He then presented certificates of appreciation to the runner-up's in attendance: Julia Ariston, Emily Duran, Dylan Yong and Amy Aguilar. The Safety Poster artwork was displayed in the Administration Building and the Safety Poster Calendars were distributed to the Directors and made available to the public. REPORTS: Chairman Seboum notified the Board of Directors that OCSD has been nominated for Orange County Business Council's 7th Annual Turning Red Tape into Red Carpet Award for their Sustainable and Green Development Program. He stated that he and the Vice-Chair are both unable to attend; therefore, he extended an invitation to the Steering and Legislative & Public Affairs Committees to attend on behalf of the District. Chairman Sebourn also reminded the Directors that the OCSD State of the District will take place on Friday, November 17 from S a.m. to 10 a.m. at the Mile Square Golf Course Clubhouse in Fountain Valley. He encouraged the Directors to invite their agency staff including Public Works Directors and City Managers; and to please contact the Clerk of the Board to register. General Manager Jim Herberg reported that the annual Capital Improvement Program (CIP) Report was provided this evening, and contains a summary of the CIP projects, with costs and status, over the last year. The report was distributed to the Directors and made available to the public. Mr. Herberg requested that tonight's meeting be adjourned in memory of former General Manager J. Wayne Sylvester who was an employee of the District from 1959-1994. Director Ferryman will provide a few remarks. CONSENT CALENDAR: 1. APPROVAL OF MINUTES (Clerk of the Board) MOVED, SECONDED, AND DULY CARRIED TO: Approve the minutes of the Regular Meeting of the Board of Directors held on September 27, 2017. 10/25/2017 Minutes of Board Meeting Page 3 of 10 AYES: Barnes; Berry (Alternate); Collacott; Ferryman; Hawkins; Jones; Kim; Krippner; Massa-Lavitt (Alternate); R. Murphy; Nagel; Peotter; Puckett (Alternate); Parker; Reinhart (Alternate); Sebourn; Shaw; Shawver, F. Smith; T. Smith; and Wanks NOES: None ABSTENTIONS: None ABSENT: Delgleize; Steel; Tinajero; and Wagner RECEIVE AND FILE: These items require no action; and without objection, will be so ordered by the Board Chair. 2. COMMITTEE MINUTES (Clerk of the Board) Received and filed the approved minutes of the following committees: A. Steering Committee Meeting of August 23, 2017 B. Operations Committee Meeting of September 6, 2017 C. Legislative and Public Affairs Committee Meeting of September 11, 2017 D. Administration Committee Meeting of September 13, 2017 E. Audit Ad Hoc Committee Meeting of September 22, 2017 3. REPORT OF THE INVESTMENT TRANSACTIONS FOR THE MONTH OF SEPTEMBER 2017 (Lorenzo Tyner) Received and filed the report of the Investment Transactions for the month of September 2017. OPERATIONS COMMITTEE: 4. NEW COMBO TRUCK/RECYCLER COOPERATIVE PROCUREMENT WITH VACTOR (Ed Torres) MOVED, SECONDED, AND DULY CARRIED TO: A. Approve the purchase of one (1) VACTOR brand compressed natural gas (CNG) sewer combo cleaning, water recycling truck (combo truck) from Haaker Equipment Company using the National Joint Powers Alliance cooperative Contract Number 022014-FSC with Vactor, for an amount not to exceed $739,427, in accordance with Ordinance No. OCSD-47, Section 2.03(B), Cooperative Purchases; and B. Approve a contingency of $36,971 (5%). AYES: Barnes; Berry (Alternate); Collacott; Ferryman; Hawkins; Jones; Kim; Krippner; Massa-Lavitt (Alternate); R. Murphy; Nagel; Peotter; Puckett (Alternate); Parker; Reinhart (Alternate); Sebourn; Shaw; Shawver, F. Smith; T. Smith; and Wanks 10/25/2017 Minutes of Board Meeting Page 4 of 10 NOES: None ABSTENTIONS: None ABSENT: Delgleize; Steel; Tinajero; and Wagner 5. SERVICE AGREEMENT FOR CENTRAL GENERATION AUTOMATION/ CONTINUOUS EMISSIONS MONITORING SYSTEMS (CEMS), CONTRACT NO. J-79-lA(Ed Torres) MOVED, SECONDED, AND DULY CARRIED TO: A. Approve a Sole Source Service Purchase Order Agreement with CEMTEK Environmental for maintenance services of the Central Generation automation/continuous emissions monitoring systems at both Central Generation facilities for a five-year period beginning November 23, 2017 through November 22, 2022, for a total amount not to exceed $580,625; and B. Approve a contingency of$58,063 (10%) AYES: Barnes; Berry (Alternate); Collacott; Ferryman; Hawkins; Jones; Kim; Krippner; Massa-Lavitt (Alternate); R. Murphy; Nagel; Peotter; Puckett (Alternate); Parker; Reinhart (Alternate); Sebourn; Shaw; Shawver; F. Smith; T. Smith; and Wanke NOES: None ABSTENTIONS: None ABSENT: Delgleize; Steel; Tinajero; and Wagner 6. LABOR COMPLIANCE PROGRAM, SPECIFICATION NO. CS-2017-876BD (Rob Thompson) MOVED, SECONDED, AND DULY CARRIED TO: A. Approve a Professional Services Agreement with The Solis Group for the development and implementation of a Labor Compliance Program, Specification No. CS-2017-876BD, for an amount not to exceed $391,567; and B. Approve a contingency in the amount of$39,157 (10%). C. AYES: Barnes; Berry (Alternate); Collacott; Ferryman; Hawkins; Jones; Kim; Krippner; Massa-Lavitt (Alternate); R. Murphy; Nagel; Peotter; Puckett (Alternate); Parker; Reinhart (Alternate); Sebourn; Shaw; Shawver; F. Smith; T. Smith; and Wanke NOES: None ABSTENTIONS: None ABSENT: Delgleize; Steel; Tinajero; and Wagner 10/25/2017 Minutes of Board Meeting Page 5 of 10 7. BAY BRIDGE PUMP STATION AND FORCE MAIN REPLACEMENT, PROJECT NO. 5-67 (Rob Thompson) MOVED, SECONDED, AND DULY CARRIED TO: A. Approve a Professional Design Services Agreement with Arcadis US Inc. to provide engineering design services for the Bay Bridge Pump Station and Force Main Replacement, Project No. 5-67, for an amount not to exceed $7,137,000; and B. Approve a contingency of$713,700 (10%). AYES: Barnes; Berry (Alternate); Collacott; Ferryman; Hawkins; Jones; Kim; Krippner; Massa-Lavitt (Alternate); R. Murphy; Nagel; Peotter; Puckett (Alternate); Parker; Reinhart (Alternate); Sebourn; Shaw; Shawver, F. Smith; T. Smith; and Wanke NOES: None ABSTENTIONS: None ABSENT: Delgleize; Steel; Tinajero; and Wagner 8. OCSD/OCWD JOINT AGREEMENT FOR GWRS FINAL EXPANSION (Rob Thompson) MOVED, SECONDED, AND DULY CARRIED TO: Approve the First Amendment to the Second Amended and Restated Joint Exercise of Powers Agreement for the Development, Operation, and Maintenance of the Groundwater Replenishment System and Green Acres Project between Orange County Sanitation District and Orange County Water District. AYES: Barnes; Berry (Alternate); Collacott; Ferryman; Hawkins; Jones; Kim; Krippner; Massa-Lavitt (Alternate); R. Murphy; Nagel; Peotter; Puckett (Alternate); Parker; Reinhart (Alternate); Sebourn; Shaw; Shawver; F. Smith; T. Smith; and Wanke NOES: None ABSTENTIONS: None ABSENT: Delgleize; Steel; Tinajero; and Wagner ADMINISTRATION COMMITTEE: 9. CONTRACTED INTERNAL AUDITS IN SEARCH OF FICTITIOUS EMPLOYEES AND SEARCH OF FICTITIOUS VENDORS (Lorenzo Tyner) MOVED, SECONDED, AND DULY CARRIED TO: Receive and file the August 24, 2017, White Nelson Diehl Evans (WNDE) audit report in Search of Fictitious Employees and Search of Fictitious Vendors. 10/25/2017 Minutes of Board Meeting Page 6 of 10 AYES: Barnes; Berry (Alternate); Collacott; Ferryman; Hawkins; Jones; Kim; Krippner; Massa-Lavitt (Alternate); R. Murphy; Nagel; Peotter; Puckett (Alternate); Parker; Reinhart (Alternate); Sebourn; Shaw; Shawver, F. Smith; T. Smith; and Wanks NOES: None ABSTENTIONS: None ABSENT: Delgleize; Steel; Tinajero; and Wagner 10. DOIG DRIVE PROPERTY DISPOSAL - BROKER (Lorenzo Tyner) MOVED, SECONDED, AND DULY CARRIED TO: Authorize the General Manager to conduct a Request for Proposal process and subsequently award for real estate broker services to facilitate the sale of the Orange County Sanitation District's real property at 7311 Doig Drive, Garden Grove, CA. AYES: Barnes; Berry (Alternate); Collacott; Ferryman; Hawkins; Jones; Kim; Krippner; Massa-Lavitt (Alternate); R. Murphy; Nagel; Peotter; Puckett (Alternate); Parker; Reinhart (Alternate); Sebourn; Shaw; Shawver, F. Smith; T. Smith; and Wanks NOES: None ABSTENTIONS: None ABSENT: Delgleize; Steel; Tinajero; and Wagner LEGISLATIVE & PUBLIC AFFAIRS COMMITTEE: None. STEERING COMMITTEE: 11. 10TH ANNIVERSARY OF THE GROUNDWATER REPLENISHMENT SYSTEM (Bob Ghirelli) MOVED, SECONDED, AND DULY CARRIED TO: A. Approve hosting a GWRS 101h anniversary event in Winter 2018 in cooperation with the Orange County Water District; and B. Approve an additional $20,000, that will be split between Orange County Water District and the Orange County Sanitation District, in the GWRS outreach budget to host a GWRS 101h anniversary event. AYES: Barnes; Berry (Alternate); Collacott; Ferryman; Hawkins; Jones; Kim; Krippner; Massa-Lavitt (Alternate); R. Murphy; Nagel; Peotter; Puckett (Alternate); Parker; Reinhart (Alternate); Sebourn; Shaw; Shawver; F. Smith; T. Smith; and Wanks NOES: None 10/25/2017 Minutes of Board Meeting Page 7 of 10 ABSTENTIONS: None ABSENT: Delgleize; Steel; Tinajero; and Wagner 12. RATIFY A THREE-PARTY AGREEMENT TO RELOCATE THE FRUIT STREET TRUNK SEWER TO ACCOMMODATE THE OC STREETCAR (Rob Thompson) MOVED, SECONDED, AND DULY CARRIED TO: Ratify the proposed Three- Party Agreement (Letter of Intent) between the City of Santa Ana, the Orange County Transportation Authority, and the Orange County Sanitation District which allows for the Orange County Transportation Authority to relocate the existing Fruit Street Trunk Sewer and maintains the existing Agreement with the City of Santa Ana to make new local/lateral connections in exchange for maintaining and cleaning the sewer. AYES: Barnes; Berry (Alternate); Collacott; Ferryman; Hawkins; Jones; Kim; Krippner; Massa-Lavitt (Alternate); R. Murphy; Nagel; Peotter; Puckett (Alternate); Parker; Reinhart (Alternate); Sebourn; Shaw; Shawver, F. Smith; T. Smith; and Wanke NOES: None ABSTENTIONS: None ABSENT: Delgleize; Steel; Tinajero; and Wagner Chairman Seboum announced that Item No. 13 was pulled from consideration. 43, LEGAL SERVICES WITH I Rune RR SROIS BISG ARD n SMITH I I R (Rob ThempseR) M91'E�,Rr=QQNDrD, Anima DULY r�RRiE� TO, Authnrz7P an nGrease o & Smith, 1=1=12 for legal sery Gas Related to pRejeet and property agreements Orange GauntyTrannpaFtat nn Authority and the Gity of Plewnnrf SeaGh faF A Bat to A X.PPd NON-CONSENT: None. AB 1234 REPORTS: Chairman Sebourn stated that he recently met with Director Shaw, who is also an OCTA board member, and OCTA CEO Darrell Johnson, where discussions of the impacts of the 1-405 project to the front entrance of Plant No. 1 took place. Chairman Sebourn stated it appears that OCTA will not move forward with the original Flyover plan, but improvements will still need to be made. He thanked Director Shaw and OCTA for their cooperative effort in these discussions. 10/25/2017 Minutes of Board Meeting Page 8 of 10 Director Ferryman provided information regarding upcoming meeting of the Borders Committee and OCCOG. Vice-Chair Shawver reported on his recent attendance at the CSDA conference and the CASA conference. CLOSED SESSION: CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE SECTION 54956.9(d)(1): The Board convened in closed session at 6:17 p.m. to discuss one item. (Closed Session Item No. 1 was not heard.) Confidential minutes of the Closed Session have been prepared in accordance with the above Government Code Section 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 Board reconvened in regular session at 6:26 p.m. CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED SESSION: General Counsel Brad Hogin reported that the Board of Directors voted unanimously to approve a global settlement, with Mr. Roy Handy, in both the workers compensation appeal case and the civil complaint, in the amount of $200,000 and for releases of all claims on both sides; and Mr. Hendy agreed to pay the district $27,000. AYES: Barnes; Berry (Alternate); Collacott; Ferryman; Hawkins; Jones; Kim; Krippner; Massa-Lavitt (Alternate); R. Murphy; Nagel; Peotter; Puckett (Alternate); Parker; Reinhart (Alternate); Sebourn; Shaw; Shawver; F. Smith; T. Smith; and Wanks NOES: None ABSTENTIONS: None ABSENT: Delgleize; Steel; Tinajero; and Wagner OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. ADJOURNMENT: Prior to adjournment, Director Ferryman provided comments regarding the many accomplishments of former General Manager Sylvester, and the Board of Directors observed a moment of silence in his honor. 10/25/2017 Minutes of Board Meeting Page 9 of 10 At 6:28 p.m., Chairman Sebourn adjourned the meeting in memory of former Orange County Sanitation District General ManagerJ. Wayne Sylvester until the Regular Meeting of the Board of Directors to be held on November 15, 2017 at 6:00 p.m. Submitted by: Kelly A. Lore Clerk of the Board 10/25/2017 Minutes of Board Meeting Page 10 of 10 BOARD OF DIRECTORS Meeting Date Meeting Date , L5A7 AGENDA REPORT ItemNumber IemNumber z Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Kelly A. Lore, Clerk of the Board SUBJECT: PROPOSED BOARD OF DIRECTORS & COMMITTEE MEETING DATES FOR CALENDAR YEAR 2018 GENERAL MANAGER'S RECOMMENDATION Approve the calendar of meeting dates for the 2018 calendar year for meetings of the Board of Directors and the following Committees: Administration, Legislative and Public Affairs, Operations, and Steering. BACKGROUND According to Resolution No. OCSD 17-08 - Rules of Procedure for the Conduct of Business of the District, Section (1)(a), a regular monthly meeting of the Board of Directors of the Orange County Sanitation District (Sanitation District) will be held on the fourth Wednesday of every month at 6:00 p.m. The four standing committees also meet regularly as follows: • Operations Committee First Wednesday of every month at 5:00 p.m. • Legislative and Public Second Monday of every month at 12:00 p.m. Affairs Committee (exception applies quarterly-see below) • Administration Committee Second Wednesday of every month at 5:00 p.m. • Steering Committee Fourth Wednesday of every month at 5:00 p.m. Staff is recommending the following dates for the 2018 calendar year. Should the need arise for a change in date or time, advance-notice will be given to the Board of Directors or Committee. The recommended dates for the 2018 calendar year are: OPERATIONS LEGISLATIVE&PUBLIC ADMINISTRATION COMMITTEE AFFAIRS COMMITTEE COMMITTEE BOARD&STEERING January DARK* January DARK* January DARK* January 24, 2018 February 7, 2018 February 5, 2018** February 14, 2018 February 28, 2018 March 7, 2018 March 12, 2018 March 14, 2018 March 28, 2018 April 4, 2018 April 9, 2018**** April 11,2018 April 25, 2018 May 2,2018 May 14, 2018 May 9, 2018 May 23,2018 June 6, 2018 June 11, 2018 June 13, 2018 June 27,2018 July 5, 2018 (Thu)* July 9,2018**** July 11, 2018 July 25, 2018 Page 1 of 2 OPERATIONS LEGISLATIVE & PUBLIC ADMINISTRATION COMMITTEE AFFAIRS COMMITTEE COMMITTEE BOARD &STEERING August DARK' August 13, 2018 August DARK* August 22, 2018 September 5, 2018 September 10, 2018 September 12, 2018 September 26, 2018 October 3, 2018 October 8,2018**** October 10, 2018 October 24, 2018 November 7,2018 November 5,2018** November 14, 2018 November 28,2018 December 5,2018 December 10, 2018 December 12, 2018 December 19, 2018'** 'Committee is dark in this month. Meeting moved to first Monday,due to Presidents Day&Veteran's Day(Observed). Meeting scheduled to take place the third Wednesday of the month due to Christmas Holidays. Meeting begins at 3:30 p.m.for attendance at GW RS Steering Committee meeting following adjournment. (Thu)"Meeting moved to Thursday,due to Independence Day Holiday. ATTACHMENTS The following attachments(s) are included in hard copy and may also be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: • 2018 Condensed Meeting Calendar Page 2 of 2 ORANGE COUNTY SANITATION DISTRICT 2018 COMMITTEEIBOARD CALENDAR JANUARY '18 FEBRUARY '18 MARCH '18 S M T W T F S S M T W T F S S M T W T F S 1 213 4 5 6 1 2 3 1 2 3 7 ' 9 10 11 12 13 4 6 8 9 10 4 5 6 8 9 10 14 15 16 17 18 19 20 11 12 13 15 16 17 11 13 15 16 17 21 22 23 25 26 27 18 19 20 21 22 23 24 18 19 20 21 22 23 24 28 29 30 31 25 26 27 25 26 27 29 30 31 APRIL '18 MAY '18 JUNE '18 S M T W T F S S M T W T F S S M J26 T F S 1 2 3 5 6 7 1 3 4 5 1 2 8 9 10 12 13 14 6 7 8 ;30 10 11 12 3 4 7 8 9 15 16 17 18 19 20 21 13 15 17 18 19 10 14 15 16 22 23 24 26 27 28 20 21 22I 24 25 26 17 18 21 22 23 29 30 27 28 29 31 24 25 28 29 30 JULY '18 AUGUST '18 SEPTEMBER '18 S M T W T F S S M T W T F S S M T W T F S 1 2 3 4 6 7 1 2 3 4 1 8 10 12 13 14 5 6 7 8 9 10 11 2 3 4 6 7 8 15 16 17 18 19 20 21 12 13 14 15 16 17 18 9 10 11 13 14 15 22 23 24 26 27 28 19 20 21 23 24 25 16 17 18 19 20 21 22 29 30 31 26 27 28 29 30 31 23 24 25 27 28 29 30 OCTOBER '18 NOVEMBER '18 DECEMBER '18 S M T W T F S S M T W T F S S M TJ26 T F S 1 2 4 5 6 1 2 3 1 7 8 9 10 11 12 13 4 6 8 9 10 2 3 46 7 8 14 15 16 17 18 19 20 11 12 13 15 16 17 9 1113 14 15 21 22 23 25 26 27 18 19 20 21 22 23 24 16 17 1820 21 22 28 29 30 31 25 26 27 29 30 23 24 2527 28 29 30 1 31 Steering/Board(Blue) Operations(Red) Administration(Green) OCSD Holidays(Yellow) H:\dept\gmo\120\BS\Calendam\2018 Condensed Calendar.do" 0 Legislative&Public Affairs(Lt. BI) ITEM NO. 3 MINUTES OF THE STEERING COMMITTEE Orange County Sanitation District Wednesday, September 27, 2017 at 5:00 p.m. A regular meeting of the Steering Committee of the Orange County Sanitation District was called to order by Chair Sebourn on Wednesday, September 27, 2017 at 5:07 p.m. in the Administration Building of the Orange County Sanitation District. A quorum was declared present, as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT: Greg Sebourn, Board Chair Jim Herberg, General Manager Chad Wanke, Administration Committee Bob Ghirelli, Assistant General Manager Chair Celia Chandler, Director of Human John Withers, Operations Committee Resources Chair Jim Colston, Director of Environmental Ellery Deaton, Member-At-Large Services Donald Wagner, Member-At-Large Rob Thompson, Director of Engineering Ed Torres, Director of Operations & COMMITTEE MEMBERS ABSENT: Maintenance David Shawver, Board Vice-Chair Lorenzo Tyner, Director of Finance & Tim Shaw, Member-At-Large Administrative Services Kelly Lore, Clerk of the Board Jennifer Cabral Mike Dorman Al Garcia Tina Knapp Kathy Millea Jeff Mohr Man Nguyen OTHERS PRESENT: Brad Hogin, General Counsel Kevin Turner, Cushman &Wakefield PUBLIC COMMENTS: No public comments were provided. Chair Sebourn stated that the Clerk of the Board provided a Late Communication memo regarding Item No. 3. 09127/2017 $teedng Commktee Minutes Page 1 of 5 REPORTS: Chair Sebourn announced that Vice-Chair Shawver is absent tonight as he is representing the District at the CSDA Conference in Monterey with Director Collacott. General Manager Jim Herberg did not provide a report. CONSENT CALENDAR: 1 APPROVAL OF MINUTES (Clerk of the Board) MOVED SECONDED, AND DULY CARRIED TO: Approve Minutes of the Regular Meeting of the Steering Committee held on August 23, 2017, AYES: Deaton; Sebourn; Wagner; Wanks and Withers NOES: None ABSTENTIONS: None ABSENT: Shaw and Shawver NON-CONSENT: 2. GENERAL MANAGER'S FY 2017-2018 WORK PLAN (Jim Herberg) General Manager Herberg provided a brief introduction to this item. Chair Sebourn stated that he had met with Mr. Herberg to discuss: safety items; ongoing recruitment efforts due to attrition, food waste recycling developments, and the addition of an item to the Plan regarding Mr. Herberg's work with regional organizations. Mr. Herberg and the Director of Human Resources, Celia Chandler, responded to questions regarding the recruitment and selection process. With no objection, the General Manager's Fiscal Year 2017-2018 Work Plan was received and filed. 3. PROPERTY ACQUISITION FOR 18350 MT. LANGLEYSTREET, FOUNTAIN VALLEY (Rob Thompson) Director of Engineering Rob Thompson provided an informative PowerPoint presentation with an overall history of the proposed acquisition and the details for the Agreement. Mr. Kevin Turner from Cushman & Wakefield answered questions regarding the negotiated price. MOVED. SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve a Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate (Purchase Agreement) with K&A Investments 0 912 712 01 7 Sleenng Committee Minutes Page 2 of 5 LP for Property at 18350 Mt. Langley Street, Fountain Valley, in a form approved by General Counsel, for$10,150,000; and B. Authorize the General Manager and General Counsel to Execute the following: 1. Preliminary Title Report Consistent with the Standard Offer, Agreement and Escrow Instructions; 2. Title Approval Letter; 3. Deeds and other evidences of title to the parcels of property that are the subject of the Purchase Agreement; 4, Preliminary Change of Ownership Report; 5. Acceptance of the Grant Deed to certain real property from K&A Investments LP; 6. Approved Estimated Closing costs; 7. Seller's Mandatory Disclosure Statement acknowledging receipt of this document; 8. Property Information Sheet acknowledging receipt of this document; 9. Natural Hazard Disclosure Report acknowledging receipt of this document; and 10. Any and all other instruments related to the transaction. AYES: Deaton; Sebourn; Wagner; Wanke and Withers NOES: None ABSTENTIONS: None ABSENT: Shaw and Shawver a ACCEPT QUITCLAIMS FOR ELLIS AVENUE EXTENSION IN CONNECTION WITH QUIET TITLE ACTION (Rob Thompson) Mr. Thompson provided a brief background and information and responded to questions regarding the necessity of the item and the assessment of property taxes. MOVED. SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: A. Authorize the General Manager to accept quitclaim deeds, in a form approved by Special Counsel, from Elwayne E. Everett, Dianne Findlay, and Patricia Lynn Frazier quitclaiming their interests in the Ellis Avenue Extension property to the Orange County Sanitation District, and authorizing payment of$500 each to Mr. Everett, Mrs. Findlay, and Ms. Frazier, in connection with the quiet title legal action Orange County Sanitation District v. Elwayne E. Everett et al. [Orange County Superior Court Case No. 30-2017-00929475-CU-OR-CJC]; and B. Authorize the General Manager and Special Counsel to take all actions necessary to record the deeds and obtain a judgment quieting title in the Ellis Avenue Extension property. Oga7/2017 Steering Committee Minutes Page 3 of 5 AYES: Deaton; Sebourn; Wagner; Wanke and Withers NOES: None ABSTENTIONS: None ABSENT: Shaw and Shawver 5. REDEVELOPMENT AGENCY OVERSIGHT BOARDS (Bob Ghirelli) Assistant General Manager Bob Ghirelli provided a brief explanation of this item and stated that all of the recommended representatives are currently serving on behalf of OCSD, with the exception of the City of Anaheim. MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Approve the selection of Orange County Sanitation District representatives to the 13 Redevelopment Agency Oversight Boards as follows: CITY REPRESENTATIVE Anaheim Denise Barnes Brea Don Schweitzer Buena Park Fred Smith Fountain Valley Steve Nagel Fullerton Ted Kim Garden Grove Steve Jones Huntington Beach Barbara Delgleize La Habra James Byerrum La Palma Mark Waldman Orange Doug Davert Santa Ana Sal Tinajero Stanton Dave Shawver Westminster Margie L. Rice AYES: Deaton; Sebourn; Wagner; Wanke and Withers NOES: None ABSTENTIONS: None ABSENT: Shaw and Shawver INFORMATION ITEMS: None. CLOSED SESSION: CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE SECTIONS 54956.8 & 54956.9(d)(1): The Committee convened in closed session at 5:21 p.m. to discuss two items. Confidential minutes of the Closed Session have been prepared in accordance with the above Government Code Sections and are maintained by the Clerk of the Board 0 912 7/2 01 7 Steering Committee Minutes Page 4 of 5 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 5:26 p.m. CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED SESSION: General Counsel Brad Hogin stated that Closed Session Item No. CS-2 was not heard. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. ADJOURNMENT: Chair Sebourn declared the meeting adjourned at 5:27 p.m. to the next Steering Committee meeting to be held on Wednesday, October 25, 2017 at 5:00 p.m. Submitted by: 4rj�Ke' A ore of e Board 09/27/2017 Steering committee Minutes Page 5 of 5 MINUTES OF THE OPERATIONS COMMITTEE Orange County Sanitation District Wednesday, October 4, 2017, 5:00 p.m. A regular meeting of the Operations Committee was called to order by Committee Chair Withers on Wednesday, October 4, 2017 at 5:03 p.m. in the Administration Building. Director Shaw led the Flag Salute. A quorum was declared present as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT: John Withers, Chair Bob Ghirelli, Assistant General Manager Ellery Deaton, Vice-Chair Celia Chandler, Director of Human Resources Denise Barnes Jim Colston, Director of Environmental Services Robert Collacott Rob Thompson, Director of Engineering Brooke Jones (Alternate) Ed Torres, Director of Operations and Maintenance Steve Jones Lorenzo Tyner, Director of Finance & Richard Murphy Administrative Services Chuck Puckett (Alternate) Tina Knapp, Deputy Clerk of the Board Tim Shaw Jeff Armstrong Fred Smith Bob Bell Michelle Steel Jennifer Cabral Mariellen Yarc Mike Dorman Greg Sebourn, Board Chair Marc Dubois David Shawver, Board Vice-Chair Dean Fisher Lisa Frigo COMMITTEE MEMBERS ABSENT: Alfredo Garcia None. Mark Manzo Kathy Millea Jim Spears OTHERS PRESENT: Brad Hogin, General Counsel Bob Ooten, Alternate Director(CMSD) Patrick Sheilds, IRWD PUBLIC COMMENTS: None. REPORT OF COMMITTEE CHAIR: Committee Chair Withers did not provide a report. 10 nO17 operations Committee Minutes P 1 or 7 P Page REPORT OF GENERAL MANAGER: Assistant General Manager Bob Ghirelli indicated that Director of Engineering Rob Thompson would provide a report later in the meeting regarding the Orange County Streetcar project. Dr. Ghirelli also indicated that a recently produced video regarding the OCSD budget will be shown after the procurement process presentation. This video will be used in a variety of ways, including new Board Member orientation. This video is part of the recent video library update project. Board Vice-Chair Shawver arrived at 5:05 p.m. CONSENT CALENDAR: 1. APPROVAL OF MINUTES (Clerk of the Board) MOVED. SECONDED. and DULY CARRIED TO: Approve Minutes of the September 6, 2017 Operations Committee Meeting. AYES: Barnes, Collacott, Deaton, B. Jones (Alternate), S. Janes, Murphy, Puckett (Alternate), Sebourn, Shaw, Shawver, F. Smith, Steel, Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: None 2. CONTRACTING FORMER EMPLOYEE MICHAEL E. MCCARTHY FOR ENVIRONMENTAL MONITORING SERVICES (Jim Colston) MOVED. SECONDED, and DULY CARRIED TO: Award a Purchase Order Contract to retired employee Michael E. McCarthy not to exceed $30,000, for the period November 1, 2017 through June 30, 2018, to provide the Ocean Monitoring Program with specialized skills in marine invertebrate taxonomy, and to assist in other aspects of the program such as field sampling and data analysis that are necessary to meet the Clean Water Act permit-mandated environmental monitoring requirements. AYES: Barnes, Collacott, Deaton, B. Jones (Alternate), S. Jones, Murphy, Puckett (Alternate), Seboum, Shaw, Shawver, F. Smith, Steel, Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: None 3. CONTRACTING FORMER EMPLOYEE VLADIMIR KOGAN FOR ENVIRONMENTAL COMPLIANCE SERVICES (Jim Colston) MOVED SECONDED. and DULY CARRIED TO: Award a Purchase Order Contract to retired employee Vladimir Kogan not to exceed $63,802, for the period tote 2a ] Operations Commigee Minutes Page 2 of 7 October 1, 2017 through September 30, 2018, to provide the environmental compliance program with Dr. Kogan's specialized skills and knowledge in air quality toxics health risk assessment (AB 2588) and in other aspects of the air quality compliance program. AYES: Barnes, Collacott, Deaton, B. Jones (Alternate), S. Jones, Murphy, Puckett (Alternate), Sebourn, Shaw, Shawver, F. Smith, Steel, Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: None 4 NEW COMBO TRUCK/RECYCLER COOPERATIVE PROCUREMENT WITH VACTOR (Ed Torres) MOVED, SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve the purchase of one (1) VACTOR brand compressed natural gas (CNG) sewer combo cleaning, water recycling truck (combo truck) from Haaker Equipment Company using the National Joint Powers Alliance cooperative Contract Number 022014-FSC with Vactor, for an amount not to exceed $739,427, in accordance with Ordinance No. OCSD-47, Section 2.03(B), Cooperative Purchases; and B. Approve a contingency of$36,971 (5%). AYES: Barnes, Collacott, Deaton, B. Jones (Alternate), S. Jones, Murphy, Puckett (Alternate), Sebourn, Shaw, Shawver, F. Smith, Steel, Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: None 5. HEAVY DUTY TOW TRUCK COOPERATIVE PROCUREMENT WITH NATIONAL AUTO FLEET GROUP (Ed Torres) MOVED. SECONDED. and DULY CARRIED TO. Approve the purchase of one (1) 2018 Freightliner Cascadia alternative fuel Compressed Natural Gas (CNG) heavy-duty tow truck (CNG Day-Tractor), using the National Joint Powers Alliance cooperative Contract Number 081716-NAF with National Auto Fleet Group for a total cost of $180,145 in accordance with Ordinance No. OCSD-47, Section 2.03(B), Cooperative Purchases. AYES: Barnes, Collacott, Deaton, B. Jones (Alternate), S. Jones, Murphy, Puckett (Altemate), Sebourn, Shaw, Shawver, F. Smith, Steel, Withers and Yarc 10 M 17 Operations Canmittee Minutes Page 3 of 7 NOES: None ABSTENTIONS: None ABSENT: None g. SERVICE AGREEMENT FOR CENTRAL GENERATION AUTOMATION/ CONTINUOUS EMISSIONS MONITORING SYSTEMS (CEMS), CONTRACT NO. J-79-IA (Ed Torres) MOVED, SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve a Sole Source Service Purchase Order Agreement with CEMTEK Environmental for maintenance services of the Central Generation automation/continuous emissions monitoring systems at both Central Generation facilities for a five-year period beginning November 23, 2017 through November 22, 2022, for a total amount not to exceed $580,625; and B. Approve a contingency of$58,063 (10%) AYES: Barnes, Collacott, Deaton, B. Jones (Alternate), S. Jones, Murphy, Puckett (Alternate), Sebourn, Shaw, Shawver, F. Smith, Steel, Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: None 7. LABOR COMPLIANCE PROGRAM, SPECIFICATION NO. CS-2017-876BD (Rob Thompson) MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve a Professional Services Agreement with The Solis Group for the development and implementation of a Labor Compliance Program, Specification No. CS-2017-87613D, for an amount not to exceed $391,567; and B. Approve a contingency in the amount of$39,157 (10%). AYES: Barnes, Collacott, Deaton, B. Jones (Alternate), S. Jones, Murphy, Puckett (Alternate), Sebourn, Shaw, Shawver, F. Smith, Steel, Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: None 1 0/0 412 01 7 Operations Committee Minutes Page 4 of NON-CONSENT CALENDAR: S. BAY BRIDGE PUMP STATION AND FORCE MAIN REPLACEMENT, PROJECT NO. 5-67 (Rob Thompson) Director of Engineering Rob Thompson provided an informative PowerPoint presentation outlining this project and responded to a variety of questions from the Committee, including budgetary and environmental concerns. MOVED. SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve a Professional Design Services Agreement with Arcadis US Inc. to provide engineering design services for the Bay Bridge Pump Station and Force Main Replacement, Project No. 5-67, for an amount not to exceed $7,137,000; and B. Approve a contingency of $713,700 (10%). AYES: Barnes, Collacott, Deaton, B. Jones (Alternate), S. Jones, Murphy, Puckett (Alternate), Sebourn, Shaw, Shawver, F. Smith, Steel, Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: None B. OCSD/OCWD JOINT AGREEMENT FOR GWRS FINAL EXPANSION (Rob Thompson) Mr. Thompson reviewed this item and indicated the purpose of the amendment is clarification of the agreement already in place, to address the availability of grant funding and the reimbursement of costs of the project should grant funding be awarded. MOVED, SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: Approve the First Amendment to the Second Amended and Restated Joint Exercise of Powers Agreement for the Development, Operation, and Maintenance of the Groundwater Replenishment System and Green Acres Project between Orange County Sanitation District and Orange County Water District. AYES: Barnes, Collacott, Deaton, B. Jones (Alternate), S. Jones, Murphy, Puckett (Alternate), Sebourn, Shaw, Shawver, F. Smith, Steel, Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: None 10/04/2017 Operations Committee Minutes Page 5 of 7 INFORMATION ITEMS: 10. STRATEGIC PLAN UPDATE (Bob Ghirelli) Dr. Ghirelli reviewed this item, indicating that the Plan would be presented to the Board for approval in November. Dr. Ghirelli briefly reviewed the strategic goals and the changes staff is recommending in the Strategic Goals Levels of Service. Dr. Ghirelli indicated the Plan is being presented to the Administration Committee at the meeting of October 11. 11. ORANGE COUNTY SANITATION DISTRICT PROCUREMENT PROCESS (Lorenzo Tyner) Director of Finance & Administrative Services Lorenzo Tyner introduced this item and gave a snapshot of the daily spending at the Sanitation District and the related importance of procurement and the processes used. Mr. Tyner introduced Contract and Purchasing Manager Marc Dubois, who provided a PowerPoint presentation that included an overview of the Sanitation District's procurement process, the types of procurements, methods, approval thresholds, and ethics involved in procurement. Mr. Dubois responded to a variety of questions from the Committee, including when a sole source procurement is utilized. Mr. Tyner indicated that an audit process is conducted on these types procurements. Mr. Dubois indicated he would provide the approximate cost of a procurement to the Committee in the near future. The Committee expressed an interest in increasing the threshold for approval requirements. The video regarding the OCSD budget was shown. Directors S. Jones and Steel departed the meeting at 6:00 p.m. DEPARTMENT HEAD REPORTS: Mr. Thompson provided an update on the Orange County Streetcar project, on which the Sanitation District is cooperatively working with the Orange County Transportation Authority. Mr. Thompson briefly reviewed how this project directly impacts the Sanitation District, as the project plans run directly over an existing OCSD sewer pipeline. CLOSED SESSION: None. 1 010 412 01 7 Operations committee Minutes Page 6 of 7 OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: Board Vice-Chair Shawver reported that he and Director Collacott recently attended the California Special Districts Association annual conference and would be happy to share the information he obtained. ADJOURNMENT Committee Chair Withers declared the meeting adjourned at 6:17 p.m. to the next scheduled meeting of Wednesday, November 1, 2017 at 5:00 p.m. Submitted by, Tina Knapp, CMC Deputy Clerk of the Board 10/0 017 Operations Committee Minutes Page 7 of 7 MINUTES OF THE ADMINISTRATION COMMITTEE Orange County Sanitation District Wednesday, October 11, 2017 at 5:00 P.M. A regular meeting of the Administration Committee of the Orange County Sanitation District was called to order by Committee Chair Wanke on October 11, 2017 at 5:02 p.m. in the Administration Building of the Orange County Sanitation District. Chair Wanke led the Flag Salute. A quorum was declared present as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT: Chad Wanke, Chair Jim Herberg, General Manager Donald P. Wagner, Vice-Chair Bob Ghirelli, Assistant General Manager Jim Ferryman Celia Chandler, Director of Human Resources Peter Kim Rob Thompson, Director of Engineering Al Krippner Ed Torres, Director of Operations & Steve Nagel Maintenance Scott Peotter Lorenzo Tyner, Director of Finance & Erik Peterson (Alternate) Administrative Services Sal Tinajero Kelly Lore, Clerk of the Board Greg Sebourn, Board Chair Gilbert Barela David Shawver, Board Vice-Chair Jennifer Cabral Marc Dubois COMMITTEE MEMBERS ABSENT: Al Garcia Glenn Parker Mark Manzo Theresa Smith Andrew Nau Mike While OTHERS PRESENT: Brad Hogin, General Counsel Kassie Radermacher, WNDE PUBLIC COMMENTS: None, REPORTS: General Manager Jim Herberg stated that one of the goals the Board has set for the agency is to be leaders in the industry and be involved in the community. In line with this goal, he informed the committee of the recently held OC Diversity Committee Leadership Symposium hosted by BLAST and the upcoming American Academy of Environmental Engineers and Scientists (AAEES) annual fall event to be held at OCSD. 1 0/1 112 01 7 Administration Committee Minutes Page 1 of 4 Committee Chair Wanke did not provide a report. DEPARTMENT HEAD REPORTS: There were no reports provided. CONSENT CALENDAR: 1. APPROVAL OF MINUTES (Clerk of the Board) MOVED, SECONDED, AND DULY CARRIED TO: Approve Minutes of the September 13, 2017 Administration Committee Meeting. AYES: Ferryman, Kim, Krippner, Nagel, Peotter, Peterson (Alternate), Sebourn, Shawver and Wagner NOES: None ABSTENTIONS: Wanke ABSENT: Parker, T. Smith and Tinajero NON-CONSENT: 2. CONTRACTED INTERNAL AUDITS IN SEARCH OF FICTITIOUS EMPLOYEES AND SEARCH OF FICTITIOUS VENDORS (Lorenzo Tyner) Director of Finance and Administrative Services Lorenzo Tyner introduced Controller Mike White who provided a brief explanation of the audit findings and recommendations. Mr. White further stated that additional procedures will be added to address the auditor's findings. MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Receive and file the August 24, 2017, White Nelson Diehl Evans (WNDE) audit report in Search of Fictitious Employees and Search of Fictitious Vendors. AYES: Ferryman, Kim, Krippner, Nagel, Peotter, Peterson (Alternate), Sebourn, Shawver, Wanke and Wagner NOES: None ABSTENTIONS: None ABSENT: Parker, T. Smith and Tinajero 3. DOIG DRIVE PROPERTY DISPOSAL - BROKER (Lorenzo Tyner) Director of Finance and Administrative Services Lorenzo Tyner provided a brief introduction and history of this item. Committee Chair Wanke requested that he and staff review the RFP language prior to its release. MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Authorize the General Manager to conduct a Request for Proposal 10/11/2017 Administration committee Minutes Page 2 of 4 process and subsequently award for real estate broker services to facilitate the sale of the Orange County Sanitation District's real property at 7311 Doig Drive, Garden Grove, CA. AYES: Ferryman, Kim, Krippner, Nagel, Peotter, Peterson (Alternate), Sebourn, Shawver, Wanke and Wagner NOES: None ABSTENTIONS: None ABSENT: Parker, T. Smith and Tinajero INFORMATION ITEMS: 4. STRATEGIC PLAN UPDATE (Bob Ghirelli) Assistant General Manager Bob Ghirelli introduced this item and indicated that the updated plan would be presented to the Board of Directors for approval in November. Dr. Ghirelli briefly reviewed the strategic goals and the changes staff are recommending in the Levels of Service. Dr. Ghirelli, Mr. Herberg, and Board Chairman Sebourn responded to questions regarding a "rolling plan" with annual goals vs. an update. Board Chairman Sebourn stated that in the past few years the Board had engaged in an annual workshop; however, that resulted in very little additional information being introduced. Mr. Herberg indicated a new Five-year Strategic Plan, including a full Board workshop, will be brought to the Board of Directors next year. Director Tinajero arrived at the meeting at 5:30 p.m. Alternate Director Peterson departed the meeting at 5:30 p.m. 5. ORANGE COUNTY SANITATION DISTRICT PROCUREMENT PROCESS (Lorenzo Tyner) Mr. Tyner introduced Contract and Purchasing Manager Marc Dubois who provided a PowerPoint presentation that included an overview of the Sanitation District's procurement process, the types of procurements, methods, approval thresholds, and ethics involved in procurement. Mr. Dubois responded to a variety of questions from the Committee regarding: approval levels, purchasing ordinance, RFP evaluation procedure, and advertising. Public Affairs Supervisor Jennifer Cabral provided information regarding the educational videos that the District has recently created, and showed the Budget video. CLOSED SESSION: None. 10/11/2017 Administration Committee Minutes Page 3 of 4 OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: Board Vice-Chair Shaviver stated that he recently represented the District at the CSDA Conference in Monterey. Board Chair Sebourn responded to a question from Director Wagner regarding ongoing discussions with OCTA. He stated that OCSD, OCTA, and the City of Santa Ana are cooperatively working together regarding the OC Streetcar project. Mr. Herberg and Board Chair Sebourn reiterated that the agency is also working cooperatively with OCTA on the 1-405 project. Chair Wanke notified staff that he received information that transdermal patches are labeled for disposal into the toilet and requested staff to look into this. ADJOURNMENT: Committee Chair Wanke declared the meeting adjourned at 6:00 p.m.to the next regularly scheduled meeting of Wednesday, November 6, 2017 at 5:00 p.m. Submitted by: Kel y A re, CM CI rk o e Board 10/11/2017 Administrat,on Committee Minutes Page 4 of 4 BOARD OF DIRECTORS Meeting Date To, , u/Is/ 7 AGENDA REPORT IternNamber IemNumber a 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 OCTOBER 2017 GENERAL MANAGER'S RECOMMENDATION Receive and file the report of the Investment Transactions for the month of October 2017. BACKGROUND The CA Government Code requires that a monthly report of investment transactions be provided to the legislative body. Attached is the monthly report of investment transactions for the month ended October 31, 2017. RELEVANT STANDARDS • CA Government Code Section 53607 PRIOR COMMITTEE/BOARD ACTIONS N/A FINANCIAL CONSIDERATIONS N/A ATTACHMENT The following attachment(s)is included in hard copy and may also be viewed on-line at the OCSD website (w ..ocsd.coml with the complete agenda package: • Report of the Investment Transactions for the month ended October 31, 2017 Page 1 of 1 U.S. Bank Transaction History 10/01/2017 Thor 10/31/2017 ACQUISITIONS RI HJARVERP PURCHASED UNURI FIRST AM GOVT 06 M LL2 GRAPH 4,513a3]50 000 ID/OM201T J.SV56] PURCHASED UNITS OF FIRST AM GOVT OB FO CL2 II,EOS. 00 10WW0 J.OBS.Bi II,EOIG 000 1FOOV2017 PURCHASED UNITS OF FIRST AM GOVT 06 M LL2 0000 10WW0 R10250.W 21625000 000 1ONW017 JSHA/567 PURCHASED UNITS W FIRST AM GOVT OB FD CL2 215,J66.5900 10WW0 SAS658 VIS6.58 000 11.1.1731606VSF PURCHASED UNITS OF FIRST AM GOVT 06 M LL Z 90900 10WW0 d829 fA 000 IDNS 112121PIl PURCHASED PAR VALUE OF U S TREASU RYNT BROW 11SUSHVELLS FARGOSECURRIES LLCIS,OLSOW PAR VALUE AFT 88.B80635% ALSO.WO➢000 08WWB L,881.53125 1,891,53925 000 10p512L1]A_VV56] PURCHASED UNITS OF FIRSTAM GOVT O6 M LL 2 d55]2R200 10WW0 d55]292 000 10NSR01]lHIL 56] PURCHASED UNITS W FIRST AM GOOF 08 FD CL Z 23.W5]6W 10WW0 -R5.035.R 2J,Fll Ul 000 1Op81201]912GNL9 PURCHASED PM VKUE OF V S TREASURY FT 1.]50%SISMICDOPESTER LLG3000WO PAR VALUE AT BURSHORI% 3000W00000 "N" Q969- IRPLA1608 000 .11201]310G6V56] PURCHASED UNITS W FIRST AM GOVT OB FD CL2 1.00<.180.WW 10WW0 1000,1fi0.W 1.00<.160.00 000 1FEIIDIT 31606V567 PURCHASED UNITS OF FIRST AM GOUT CB FD CL 2 2000WOWW 10WW0 000W 2000.W000 000 l IET 0P 313385PLA PURCHASED PAR VALUE OFF XLBOISC MB 11JR/17MIELLS FARM SECURIPES,UJW2.OW,WO PAR VALUE AT SQUAGA6B5% 2.OW.WO.WOO 088068] y8W,3IGUS 1.1IODII.3J 000 1FOW2017 912828P2O PUROHASEDPARVKUEOFUSTREUALI 0]W% 1/31I1SMOMO NSACHSBGO.LLL WOWOPARVALUEAIM.8 25% SOW WO W00 0990908 51125 4UG 51125 000 10I1N201T 31.6V567 PURCHASED UNITS OF AM GOVTOB FD CL2 1.006.WO.WW 10WW0 tOC6000.W 1.006.W0.0. 000 10I1N2017 31606V56] PURCHASED UNITS OF FIRST AM GOVT CB FD CL2 BBS W]W00 IOW WO 50]W BBS W]W .0 101IW2017 3184SV567 PURCHASED UNITS W FIRST AM GOUT OB M CL 2 51.1760400 1OWWO 11 T]S.W NUTS.. 000 10I181201T 31606V56] PURCHASED UNITS OF FIRSTAM GOVT OB FD CL 2 A96100 T9981 A9B1 000 lEDS20P 912UBP20 PURCHASED PAR VALUE OF U S TREASURY M 0150% 191I1B/GOIDMAXSACHSBW,UCC.WO,WOPMR UEATW.WG95% 2.000,W0.0000 09VAG, -19A7UA..]5 1.BB].W8]5 000 1ISM2017 31 URLHASEDUNITSOF FIRST AM GOUT 06 ED LL2 3N9.5300 IAMMI 64953 3H9.53 000 l IEZA201T 3US4S567 PURCHASED UNITS OF FIRST AM GCVT 08 DO CL2 105.501.BOW 10WW0 -16550180 105.W1W 000 10 A201T 31 PURCHASED UNITSOF FIRST AM LOW 06M OF 3108.2500 10WW0 8525 310835 000 10CIP2017 3US4S567 PURCHASED UNITS OF FIRST AM WVT OR FD CUE 46.W5]500 tOWWO 16.5 G6.W5]5 000 10I30¢01T 49058FW PURCHASED PAR VALUE OF INTL 6X 2000% RDW2 IWNYRORONTO DOMINION SEWRR05OBSOW PAR VALUE AT 99516% SOW W00000 099511 600W d9]5 W0.00 000 10I3ll2 7J1BC6V56] PURCHASED VNITSOF FIRST AM GOVi OB FD CL2 1,000.W0.0000 tOWWO tOW 000W 1,000.W0.00 000 10I30¢OIT 31 PURCHASED UNITS OF FIRST AM GOUT CB FD LLZ 10WW0 1RU12017 31846V567 PURCHASED W ITSOF FIRST AM GOUT OB FD CLZ ]5.3125000 1000MA 753@50 75,31250 001 TOTAL ACQUISITIONS S38W 566.9600 -32700 OSEN U.M. 0S.60 0.00 DISPOSITIONS LOVNITSOFFIRSTAMGOVTOB FO CLZ -5.001256 7900 tOWWO 5,001,256]9 -5,001256]9 000 1RGA20V 318p8V50] SOLD ON ITS FIRST GOVi OB FO CLZ ;900.299JOW 10WW0 2,9W.289A0 ;900.M940 000 10I4¢01]31Po6V%] 501➢VN ITSOF FIRSTAM GOVTOB NCLZ -1,89Z3H33300 tOWWO 1,88T.3B333 -1,88],J83}3 000 10I13I20V 318UBJE &OLOUNITSOFFWSTAMGOVTOB FO CLE d.002.0]2.01W 10WW0 S,OW.O]2.01 d.002.%2.01 000 10IID¢O1T 31006V%] $01➢VNIT90F FIRSTAM GOVTCB FOCLZ -2 001 270 38W 101 2001 M3B -2 ORR WG S0 000 10I31I20905AVI AM REV PAR VALVE OF HIM BR M T N IIIISAUDMOXYROROMO 00MINgN SECURITIl5.W0.W0 PAR VALUE AT W.II3% S.OW.WO.WW O0W230 JBM.1.SIR q.8BLO0.00 S.V[0.00 WI301201]J58O59EN SOID PAR VALVEWIMLBR MTN 1W0%&15I1BIBCNY?OFORD CGAINION SECURNY6,W00W PAR VALUE AT89T2J% SDOD.W000W 08B]230 G.806.150.W d..1.ITSA, b02000 IDI3V201]4GAOREJ0 SOLD PAR VALUE GF IMLBX MTN 1.W0%L1SiBIWNY?ORONTO DOMINION SECURROS,FORM PAR VALVE AT SNAGS% d000.W0.W00 O38]230 4,SM.i50.W d.8BLO0.00 A.V[0.00 1W111201]82826CM0 FULL CALL IS SE PAR VALI£OFVISA INC lUGMiA I SIPIF]ICALLS F000,WOOOW 10WR0 1.0W.200.N) RAN RR SIT SW00 10NS201]828BBUAeB PAID DOWN PAR VALUE OF NCUA WARANTEEO NT 1.81307%1IMW1] A..3000 51 BGR0 N.Wi.90 9.Wi38 OOt lRUMU1T313i0SWZJ PAID DOWN VpWEOFFXLMCt]BWW 2]82% 1N1I209EWE619ER FXLMCOVH011511] -16A000 OOWWO 18.i0 -16W 0<0 1011W201]3193TCEN5 PAID DOWN PAR VALUE OFFHLMC MLTCL MPS 9.182%W1593 -1.SN330W OOWWO 1.SB8.20 -0.WOA] -0B] 1WIN2017 W3TNMXB P MAGID REMIC 1]30%Y1S13H F.05910W 6W08WA0 1.058.18 -1x". 000 iW1W201]4]]8T]A08 PAI D DOWN PAR VALUE OF JOHN DEERE OWNER 1.OZ0%HUSU8 118.539.]BW OOWWO 11.RG. -1111.3.38 d189 1WIN2017 W]BBNABJP VALUE OF JOHN DEERE OWNER 10W%D1VIA FS9,106]000 OOWWO SAS 1.7. 3G8.W1 AS 1520 iW1W301]BS<]BWABI PAID DOWN PAR VALVE OF NISSAN AUTO 1.0Z0%SBC -148p500900 4437835 146.4.JW -148A53J2 SIT IWIWZO17 RGECANC2 PAID DOWNDIAR VALUE OF TOYOTA AUTO IT.WISH -1.IRS 05Do OOWWO 1FARESS5 -1SAI 24.T0 10I3M301]%325CP29 PAID WWNPAR VALVEOFGNMA IIXOW02922W%iN0128SEPTEMBER GNIM0VE 1MW1] -1904500 OOWWO iBiAS -1N].88 d.21 1W2W201]35215CC2O P NPgRVALVEOFGNMA l 1012625%6I2W2]SEPIEFBER GNNADUE I0YZW1] -G S1D0 OOWWO 22R.21 - TJG d06 IMM3017SG25CNAM PAIDDOWN PARVALVE OFG NMA lIMW3B52825%4I2d303EPlEA9ER GXAMOVE 1W3d1] -155d900 OOWWO i55.W -15182 1.41 1W2W201]MCG5CNz0 P NIARVALVEOFGNMA HUSURW02625% WSRSA SEPTEMBER GNM\OVE 10RW1] -1.JS65iW 00WW0 1.368.W -1.352W 1380 IMM3017SG25DCBB PAID DOWN PARVALVEOFGNMA I IMW9352.125% ]I2I SEPTEMBER GXAMOUE 1MU17 d.3DWRS OOWWO 1.SDW -1.399.0] OB1 II2L201]43814TAB6 P N PAR VALUE OF HONDA WORD IQ %TR&18 1.ADS BAR 308]8L5B 1.412.W -183.020 B8 191 ID25CHI ]31394JY35 PAID TOWN PAR VALUE OF F H L M C MLTCL M]G B.500%O2LI3 A.018..0 BB.SSBiB NH..S 10.21114 AJFA 83 10I2AS01 VALVE OF F N M A 111 4SOM 4NIRB SEFTEMBER MMq DUE 1W JlT -184.6]00 00WW0 1.G -18531 -IS 10I2S201) 313]BXT22 PAID TOWN PAR VALUE OF F N M A ABIGH&9 S.WM 9N1958EPTEMSER ENNA DUE 1W2L1] -2.858.5800 OOWWO 2 .SS 3.85].BS -083.33 1012512017 31301POA3 P VALVE OF F N M A pW3B] 3 ALI I DID 120 SEPTEMBER ENDS WE 1NOVILF 5600 00WW0 .1 S6 .6 B1 1475 .1011 PAID DOWN PAR VALUE OF F N M A%]455W I.J...1.SEPTEMBER FNMA DUE 1.17 d.371.UPS OOWWO 131102 5.823A5 R5203 1012S2017 31403GXF4 PAID DOWN PAR VALVE OF F N M A R]4BB]0 5 W0%1 NU113J SEPTFM- - AS WE 1NZNP -162800 00WW0 1620 12W -122 10QW201734OBPOYS PAID DOWN PAR VALUE OF F N M AXB158']1 S.WUF 3T1958EPTEMBER ENNA DUE 1W2L1] -].8]4.1200 OOWWO 7.674.12 $MN.AG d]S SB 101251z01T3LO6XWT5 PAID DOWN PM VALUE OF F N MARARDS0 3SWUR MRSISSEPTEMBER FNMA DUE IW2SHT J91A000 OOWWO N1iB 1]]G 3T6 10I2S201]314GEXH7 PAID WWX PAR VALUE OF F N M A M3WW 6MM7N1958EPTEMBER FNMA DUE 1.1] 5358800 OOWWO 925.89 %0.32 34A4 =001T 314IDF4W PgIODOWNPMVALUEOFFNMq RAMBR6 ARC.WFIRG SEPTEMBER FNMA DUE IW2SHT d,]OO W00 OOWWO 4.]W.B] 6,O53A d62S] 10I2S201)3130EGBF8 PAIDDOWN PM VALVE OF F N MA MUDIN 4AG0%SNIYZN SEPTEMBER FNMA WE 1.1) d4B.5M0 00WW0 M8.52 -0234 3572 10k5Iz01]3141]YgY3 pgI0DOWNPM VPLVEOFFNMgpMAW22 4500%4N1Y1B SEPTEMBER FNMA OUE IW2SHT AITARG OOGRI 451.]4 1]]T6 3602 10I2S2093139]ORW PAID WWNPM VALVEOFFNMAGIO NEMIC 1.119%22541 d.W4.09W 12].10]3B] 4.BN.W d.N32A8 1S4 1012S2017 T0445JM5 PAILDOWNPMVALUEOFSLMq 2B]68B%4I2. -110528W 52911SB26 11B6.20 -11BOA7 401 I ol3 U.S. Bank Transaction History 10/01/2017 Th.10/31/2017 WMN 12020TO, NATURED PPR VALUE OF U S TREASURY XT 0.625%MU1]2,SKOM PAR VALUE AT IW% 3.SOO.W0.0000 10WW0 2,SW.000.W -2A9B.BBB.OIS 3.31190 113IIPP1 M VALVEOF UNITED PARCEL 1135%tOU111]1,OOp,OW PAR VALVEATIW% -1,000.WO W00 10WW0 1,OW.000W 000 6958JMU0 MATURED PAR VALVEOF$VENSIUCO 1.1]5%id02/1]LWO.WOPAR VALUEATIOD% -1000.W0.0000 10WW0 10W.000.W 1000.019133BSMV5 M VE OF FXLBp3CM$ 1NNM 2,WO.WOPM VALVEAT 100% -$OOOWO W00 10WW0 18W.3666i030SXAN5 MATURED PAR VALUE OF GARGLE.1 1.200%lWlSR]1,OW,WO PPR VALUE AT 100% -1.000.W0 WIN 10WW0 IONOOOWIN.1.U. 13009233GXWIM OF TOYVTA MJTOR CREDIT COCA 10130IP10W WOPAR VALVEAT 100% -1 000 W00V0V tOWWO 989 V2222 22 - WTALDISRDSITIONSTUR JY353375.5000 3Y33817$A3 -3R30IU,73 J350.30 OTHER TRANSACTIONS HJUAN17 UNNVOA IFEESERSOFUSTREASURYIPS0125%ElSSNADJUSTEDBY fI24000 UNITS INCREASE TO ADJUST FOR CHANGE IN CPI 0.0000N 000 1420800 SM 1 SV2017 91MASWVO FED BASIS OF V 3 TREASURY I P 8 0125%7/1S2d AWUSTE0 BY 165H 00 UNITS INCREASE TO ADJUST FOR CHANGE IN CPI OWW IMEMO 000 TOOM 0 000 10I25RVIT 0 INTEREST EARNED ON AMRESCO ROSTRA W2529$1N ON 242MAN SHARES DUE 1OPSGO1]$0 ROM MIN ON 13374329 Al DUE 1MV17 NODO OOWWO NUENS 000 10I11 I2012313385MV5 INTEREST EARNED ON F H LB IN HIS 1011111]$1 IN ON NOMOO WW SNARES DUE ISH 1=17 2,WO000 PAR VALUE AT IOD% 0.0000 DOWWO 83999 .0 000 10p21201]31 INTEREST EARNED ON F HLM C MTN 1250%1RATOPAi WON 75WWO.0000 SHARES DUE 10G1017 0NET OOWWO G88]SW ON 000 IDI1W201]31yB5W231NTERESTEARNEOCNFXLMCR6WB4 2762% 1I01/28$1 WCN52WOSHENES DUE 1OHC2H7 AU GUST FXLMC DUE...... 0.0000 OOWWO GH 0.00 000 NOlUNG01]3133T➢E95 INTEREST EARNED ON F H IF L MLTOL MTG3.192% WISED$1 NCN]OdOW SHARES WE 9l15CM1]$0 WGI ON 29502]S N DUE MI TEAM OOWWO ]0G8 SON 000 IMM017 SMGMEJ08 INTEREST EARNED ON F X L M C MLIG MTG4.251% 112SR0$1W ON 31 SAMON SNARES WE I O/MM 17$0001 ON SM.OSOM PV WE UAUO17 0.0000 DOWWO S.180.25 SN 000 NGSW01]3139GV35 INTEREST EARNED CN F FLMLMLTLL MTG8600% PASId3$1 N ON 490316W SHARES WE 1 N25M117$0 JAMI ON 9052W.13 PV WE1d2Wl] HAN OOWWO 4AA3A UN 000 10.L&201]9135GOTG5 INIEliE3T EARNED CN FN MA 18]5%DNS/2281 PV OH5WWW.WW SNARES WE1WN201] O.W00 DOWWO 35.SR.82 000 000 1601201 Al",NULi INTEREST EARNED ON F N M Ap291)9 A J,-12H$1 NON AS-SHARES DUE lN,E017 SEPTEMBER FNMADUE 1012511 HAN OOWWO 00.32 ON ON 10Y1&201]9191BKR2INTEREST EARNED CNFNMAp35]898 SMOG 8I01I95$1 DO IN W109003XARE6DOE 10I25I2017SEPTEFBER FNNADUE 10S2E117 0.0000 DOWWO W1.N 000 000 10Y2W2YR 31391POWA INTERESTEARNEOCNFN MAIMMAN] 3400%11ATGOV WON 1003030OSHLRES DUE 1INSE209SEPTEMBER FNMAWE 10125IS 00000 OOWWO iOEMB ON 000 10DMHF7314030J231NTERESTEARNEOONFN MANDEGIO RANDY,G01196$1"ON MI 5400 SNARES DUE 1ESW2017SEPTEMBER FNNADUE 1NSN17 0.0000 DOWWO SB2.Si 000 000 tOY2W201]31403GXF4 INTEREST EARNED ON FNMA ITI 5 JOHN TFOt133$i PJON AJAR SHARES DUE 10PSGO17 SEPTEMBER EN"WE 110 IP 00000 OOWWO 1]W SUN 000 10Y1&201]91W6POYB INTEREST EARNED CN FNMA.1.71 ONO,AUJ9551 PJ ON 101590NSHAKES DUE IINIO01 7 SEPTEMBER FNMA DUE 1.17 00000 O.OWWO 1.010.W 000 000 IMMEGUE 31,401 INTEREST EARNED ON F N MAM .IS 3214%2N1/35$1 NON M33700 SHARES DUE 10I292017 SEPlEA9ER FNAMWE 1012W1] 00000 OOWWO Y33] SN 000 IDYZW2 SMD7BXX7 INTEREST EARNED ON F N M A BOSOM S.00 % 1135$1IN ON 11 HE 100 SHARE 5 DUE 10/25/2017 SE PTEFBER FNNADUE 1MUS17 0.0000 O.OWWO 110.01 000 000 1MIC2017 31410F4V4 INTEREST EARNED ON F N M A M 8336 5ON%ETTR$1 N ON 11211900 SHARES DUE I W251117 SEPTEMBER FNMA DO E 1 AGRI 00000 OOWWO 112119 TA 000 10I25I20173138E.R3INTEREST EARNED GNFNMApALWW d.500%IMI29$1IN ON 53]]00 SHARES DUE 10/25/2017 SEPTEMBER FNMA WE 1=511] 0.0000 DOWWO BEI 000 000 1AG&N17 31417YAY3 INTEREST EARNED ON F N M A MMANGS lMO%4N1/29$1 N ON 9591008 HARES DUE I D2 YJC i]6 EPTE MEE R IN M4 DOE 1.11 00000 OOWWO ARM EN 000 10I2 N1T 3138)O1ED INTEREST EARNED ON F N M A GTD REMIC 1.113%SCOME$1 DO ON 444.OWO SNARES DUE 10/25/2017 SO 00160/PV ON 27EMO21 PV DUE INUI 0.0000 DOWWO WW 000 000 1 1201T 31 INTEREST EARNED ON FIRST AM GOUT OR ED EL Z NNT ON SOME SHARES DUE 9CAEAU7 INTEREST FROM9l1/1]T09I3N1] O.WW ANNN d829.W 000 0IN 10N2I201]31846VS6T INTEREST EARNED ON FIRST AM SORT CB FD CLZVNR ON000006W1RE5 WE013W209INTEREST FROM B/tl1]TO WIW1] O.WW 00WW0 SBRUNS 000 000 10GN201]36225CAMINTEREST EARNED ON G N M A I I PENNI 220%1AMENS$1 N ON 4118W SHARES WE IOGAM1T SEPTEMBER GNML DUE USIN1] 0.0000 OOWWO 61.18 ENI 0IN 10I20I201T36225CC201NTEREST EARNEOONGNMA lI1pWWB2.825%&2ME$1 PV ON 56.6300 SHARES DUE 1 OQO2012 SEPTEMBER DUMB DUE 10QW17 0.0000 00WW0 SS.N 000 000 1AGNN17 AUS25CNM4 INTEREST EARNED ON G N M A I I IMMOMS 1625%MWW$1 PV ON 200800 SHARES DUE IOlNGOI7 SEPTEMBER GNAM DUE 1NSN7 00000 OOWWO 20W 000 0IN 10I20I201T36225CN20INTEREST EARNED ON G N M A I I IpWE0S 260% &2N30$1 PV ON 1618500 SHARES DUE 1N20Y101 7 SEPTEMBER EMMA DUE INA/P 00000 00WW0 1B1.B5 000 000 10I2O/01736225OOBB INTEREST EARNED CNGNMA IIIpW9652125% ]12WU$1 PV ON M 3800 SHARES DUE HENT2017 SEPTEMBER GNMAWE 1020117 00000 OOWWO 128.39 ON 000 101IW2017303]XIEW INTERESTEARNEOCNGNMAGR]REMIC 1134%2/13I WON USBO05HARES DUE IORQE17$0.001451PV ON 22]SS.Bi PVWE1N1811i 0.0000 00WW0 32.89 000 000 MUSETTE 438MOAC2 INTEREST EARNED ON HONDA AUTO 13W%UPSWO$1 WON MR,SAM SHARES DUE 101i51201]$O GO NOR 1.810WOWPV DOE 1diW1] OW00 OOWWO 20M.58 ON 000 10QW201743814TASS IN.HE IN EARNED CN XONDAAVTO 1420%V22118$1 IN ON 2068.IND SHARES DO E 10121I201]$O.Wfl N,ON 1,148.532S1 PV OUE 111111] O.W00 OOWWO 2,OMU] ONO 000 101TUM17438MPABI INTEREST EARNED ON HONDA AUTO 15]0% TGROO$1 WON]99.61M SHARES WE 1OHOSE17$0 MONEY ON MENOW PV WE IWffi19 HAN OOWWO ]9981 0.00 000 ID11612017 4720]]AM INTEREST EARNED ON JOXH DEEREOWHER 1.W0%HEN16$1 PV ON SESSION SNARES DUE IOlMO170 OOOSWN ON S8MES'PJDUEUSUS1] ONOO ONNN 940.W 000 000 1GTAM174]T88NAB4 INTEREST EARNED ON JOHN DEERE OWNER 10W V ON%9l W19$1 P 1439.HER SHARES DUE 1011 SQ017$0 HANDN ON 15Bdd12]S W DUE IDIIWI] OWW OOWWO 1439.18 UN 000 1011SIN17 47208MAD4 INTEREST EARNED ON JOHN DEERE OWNER 1.NO%411SM$1 PV ON 2742ENDSHARES DUE 1011 BASIS$OW113PV ON 2,420.00000 W SUE 1 SUMS O.WW OOWWO 2]4R.W 0.00 000 10I1W0174]7e]XA83 INTEREST EARNED ON JOHN DEERE OWNER 15W%1OUS19$1 PV ON 17W 5000 SHARES DUE 10115GON7 ST ON125PV ON 14100W.WPVWE1d191i O.HOO OOWWO 1]62W 000 IN 10I1 N2017 47208BABO INTEREST EARNED ON JOHN DEERE OWNER 1MI 411 W20$1 PV ON 960000 ONG SHARES DUE 10116/2017 1,272 W "0 000 10R W2017 47788BAM INTEREST EARNED ON JOHN DEERE OWNER 1820%TOMBS$1 PV ON OPMOWN SHARES DUE I JES2017 O.W00 THAI 1,023 23]5 000 000 10ID6I201T 62808V 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000 10I10I201T89238WAC2 INTEREST EARNED ON TOYOTA AEFO 11N 2H SIT 9$1 N ON ASS MO SHARES DUE 10I1 W2017$O.WW&NON 1 SB B134d W DUE 1 W1 BF JET000 10I30I2017.231 INTERESTEARNEOCNTOYOTAMOTORCRFDRCOCP 1W9N17$1 PV ON INWN.PoN SNARES DUE 1NGN17 1,00I PARVPLUEAT 100% 0.0000 OOWWO W]]B "0 O.N i0p2/201]91282Bi59 INTEREST EARNED ON O6 TRFA6USY NT 0025%9IM/Il 11 N ON 25NNO ENS F AMREA DUE 9/30R01] ON00 OOWWO i812W 000 OUR E.201]812020T. 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NOODNNS INCRFASETOMJVSTFONO-MNGEINCPI 16.536.WW O4W000 O.W ON 1D13W201)<59058EJO RECEIVED ACCRUED IMEREST ON SPLEOFINRBK MTN 10W% WIMS 00000 OOWWD I.J.DO 0.00 000 10/3V2017 459050EJ0 RECEIVED RUED WEN SLLE OFINRBK MTN 10W% WWII, OW00 OOWWO -18.]SO.W 000 10131120114NO0EJO RECEIVED ACCRUED IMEREST CNSPLEOFINRBK MT N 10W% &'i W18 0.0000 OOWWO 18.7W DO 0.00 000 101O92017 525ESCOY6 U mm LERMFN 8RVI FLO E80 PNR LIQUIOKDNG OIST PNO OOOS852..FARE 0001. 00WM0 1p205.J0 000 10/05/2017 525E SICI BT U nkmmn LERMAN BRTHMTNES0.00001% 112V13 PARTIAL LIQUIDATING GIST PAID OW08G0951CRWE 0.0000 OOWWO 5.330 V0 '5330A6 000 TOTAL OTHER TRANSACTIONS F 30,71WOW0 452,031.17 7,7C8.7A OAO am3 OPERATIONS COMMITTEE Meeting Date TOBd.Of Dir. u/ot/v utts/ 7 AGENDA REPORT emNumber Item Number 3 5 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: CAPITAL IMPROVEMENT PROGRAM CONTRACT PERFORMANCE REPORT GENERAL MANAGER'S RECOMMENDATION Receive and file the Capital Improvement Program Contract Performance Report for the period ending September 30, 2017. BACKGROUND The Capital Improvement Program involves awarding and managing many construction and consulting contracts. In 2008, the Orange County Sanitation District (Sanitation District) Board of Directors began awarding contingencies along with construction and consulting contracts. The contingencies allow the General Manager to approve change orders for construction contracts and amendments for consulting contracts up to the amount of the approved contingency. This practice reduces administrative costs, expedites resolution of project issues that arise, helps avoid Contractor delay claims, and facilitates efficient management of many contracts. The Capital Improvement Program Contract Performance Report summarizes construction and consulting contract performance and activities for the quarter ending September 30, 2017. This report is updated quarterly. RELEVANT STANDARDS • Ensure the public's money is wisely spent ATTACHMENT The following attachment(s)are included in hard copy and may also be viewed on-line at the OCSD website (wwwocsd.conn with the complete agenda package: • Capital Improvement Program Contract Performance Report for the period ending September 30, 2017 JM:dm:gc Page 1 of 1 t ORANGE COUNTY SANITATION DISTRICT Capital Improvement Program Contract Performance Report For the period ending September 30, 2017 DATE: October 24, 2017 TO: Orange County Sanitation District Board of Directors FROM: James D. Herberg, General Manager Through: Rob Thompson, Director of Engineering This report summarizes the status, activities, and performance of public works construction contracts and consultant agreements. This report also identifies the names and status of projects being performed under master budgets for facilities engineering, planning studies, and research. PART 1 - CONSTRUCTION CONTRACTS When the Orange County Sanitation District (Sanitation District) Board awards a construction contract, a contingency is also approved which allows the General Manager to approve contract change orders up to the amount of the contingency. One of the purposes of this report is to document how that contingency is managed and how much of the contingency is utilized. A project's change order rate can only be documented when the work is complete. As such, the change order performance charts in this report are based only on projects closed since the Board began approving contingencies in 2008. Page 1 of 5 ORANGE COUNTY SANITATION DISTRICT Capital Improvement Program Contract Performance Report For the period ending September 30, 2017 Activity in Last Quarter Rehabilitation of Fleet Services Building, Contract Award 26-Jul-17 Building 8 and Paving Area, P1-115B East Lido Force Main Rehabilitation, FE15-10 Contract Award 23-Aug-17 Lights, Ladder and Walkway Hazards, Contract Award 23-Aug-17 J-126BFG Roof Fall Protection and Skylights, J-126E Contract Award 27-Sep-17 Activated Sludge Aeration Basin Deck Repair Contract Award 27-Sep-17 at Plant No. 2, 132-118 Trunk Line Odor Control Improvements, Final Completion 29-Sep-17 P1-123 Anticipated Activity in Next Quarter Carbon Canyon Clay Pipe Repairs, FE16-08 Final Completion 12-Oct-17 Digester Rehabilitation at Plant 1, P1-100 Final Completion 06-Oct-17 Gisler- Red Hill Trunk Improvements— Final Completion 16-Oct-17 Reach B, 7-37 Newhope-Placentia Trunk Replacement, Final Completion 31-Oct-17 2--72A Plant No. 2 Trickling Filter Chemical Odor Final Completion 27-Dec-17 Control, FE13-04 Page 2 of 5 t ORANGE COUNTY SANITATION DISTRICT Capital Improvement Program Contract Performance Report For the period ending September 30, 2017 PART 2 — DESIGN CONSULTANT AGREEMENTS The Sanitation District engages design consultants through Professional Design Services Agreements (PDSAs), Professional Consultant Services Agreements (PCSAs), and Master Professional Services Agreements (Master Agreements). PDSAs are used to obtain design engineering services, and PCSAs are a subsequent agreement with the design consultant to provide support services during construction. Master Agreements are issued to a pool of pre-qualified consultants for smaller projects. On those smaller projects, the Sanitation District solicits task order proposals from three or four of the firms, and awards a task order to the most qualified consultant. There are currently four sets of Master Agreements, including three design sets from 2009, 2012, and 2015, a set for CEQA studies, a set for collection-systems planning studies, and a set for plant-related planning studies. The two older design sets have expired, meaning no new task orders can be issued under them, but previously-issued task orders remain active until completed. The other Master Agreements have $200,000 task order limits per Sanitation District Ordinance No. OCSD-47. No task orders have yet been issued for the CEQA, Collections Planning Studies, and Plant Planning Studies sets. Activity in Last Quarter Bay Bridge Pump Station Replacement, 5-67 RFP 06-Jul-17 Advertisement Anticipated Activity in Next Quarter Process Control Systems Upgrades Study, RFP 02-Oct-17 SP-196 Advertisement Bay Bridge Pump Station Replacement, 5-67 PDSA Award 25-Oct-17 Return Activated Sludge Piping RFP 30-Oct-17 Replacement at Plant 2, P2-123 Advertisement Digester Gas Facilities Rehabilitation, J-124 PDSA Award 15-Nov-17 Uninterruptable Power Supply Improvements RFP 22-Nov-17 at Plant 1, P1-132 Advertisement Page 3 of 5 t ORANGE COUNTY SANITATION DISTRICT Capital Improvement Program Contract Performance Report For the period ending September 30, 2017 PART 3 — MASTER BUDGET PROJECTS The Board-adopted budget for Fiscal Years 2016-17 and 2017-18 includes master program budgets that allow staff to more quickly initiate, execute, and manage smaller projects that fit within the scope of a particular program. The projects chartered under these program budgets are referred to as sub-projects, and are managed to the same standards as projects specifically listed in the adopted budget. A status table for each of these programs listing the sub-projects is attached. Master Program Title Status Table Planning Studies Table 3.1 Research Program Table 3.2 Facilities Engineering Program — Collections Table 3.3 Facilities Engineering Program — Plant Table 3.4 Information Technology Capital Program Table 3.5 PART 4— STAFF AUGMENTATION CONTRACT In May 2016, the Sanitation District Board of Directors approved a $41 million professional services agreement with Jacobs Project Management Co. to provide supplemental engineering and support staff services for a four-year term with the option of three one-year renewals. The benefits of using staff augmentation, as opposed to hiring full-time staff or limited-term employees, include rapid mobilization of highly skilled/technical staff, Flexibility to change the mix of staff positions on an immediate and as-needed basis, the ability to reduce staff as workloads decrease, access to technical experts to support special tasks, and access to staff with wastewater project experience. CHARTS AND TABLES Chart 1.1 — Program Overview Chart 1.2 — Change Order Rates Over Time—All Closed Projects Chart 1.3— Change Order Rates Over Time— Collections Projects Chart 1.4— Change Order Rates Over Time— Plant Projects Table 1.1 — Summary of Closed Projects by Category Table 1.2— Construction Contract Performance—Active Projects Table 1.3—Active Construction Contracts by Contractor Page 4 of 5 t ORANGE COUNTY SANITATION DISTRICT Capital Improvement Program Contract Performance Report For the period ending September 30, 2017 Table 2.1 —Active Design Consultant Contracts by Consultant Table 2.2—Activity Report for 2012 Master Professional Design Services Agreements Table 2.3—Activity Report for 2015 Master Professional Design Services Agreements Table 3.1 — Planning Studies Status Report Table 3.2— Research Program Status Report Table 3.3— Facilities Engineering Program —Collections Status Report Table 3.4— Facilities Engineering Program — Plant Status Report Table 3.5— Information Technology Capital Program Status Report Table 4.1 — Staff Augmentation Contract Status Table 4.2— Staff Augmentation Labor Summary Page 5 of 5 Chart 1.1 Program Overview CUMULATIVE DATA THROUGH QUARTER ENDING JUNE 30,2017 43 QTR FY16/17) •colleulons .Collections •Plant Projects .Plani Projects CLOSED PROJECTS DISTRIBUTION BY CATEGORY" ACTIVE PROJECTS DISTRIBUTION BY CATEGORY Total Base Contract Value $ 1,178,051,927 Total Base Contract Value $ 287,295,560 Collections $ 275,678,312 23.0% Collections $ 40,265,951 14.0% Plant Projects $ 902,373,615 77.0% Plant Projects $ 247,019,609 86.0% Total Base fl of Contracts 65 Total Base fl of Contracts 13 Collections 28 Collections 3 Plant Projects 37 Plant Projects 30 "Projects closed since 2 QTR FY07/08 Chart 1.2 Change Order Rates Over Time All Closed Projects 7.00% 6.08% 6.00% .65% 4.97% 5.00% 4.66% 4.75% 4.75% 4.84% 4.99% 4.62% 4.6]% 4.59% 3.84% 4.00% 3.78% 3.78% 82% 3.51% 3.52% 3.37% 3.00% 2.00% 1.00% 0.00% Chart 1.3 Change Order Rates Over Time Closed Collections Projects 14.00% 12.35% 12.00% L6.77% 10.00% 9.43% 8.00% ].14% 697% 7.14% ].10% 6.19%5.86% 5.86% 5.61%6.00% 5.51% 4.00% 2.00% 0.00% Chart 1.4 Change Order Rates Over Time Closed Plant Projects 7.00% 6.00% 5.73% 5.00% 4.31% q 28y6 4.36% IL 4.19% 4.18% 4.11% 4.20% 4.00% 3.89% 3.11% 3.00% — 2.88% 2,90% 2.70% 2.59% 2.00% 1.00% 0.00% b1�11O�'LSO'�S..D11�111�'L11�'�SS�CSry�11ry�'LSry�^ilrypb1�p11�p'L1��^i1�Ob1RO11Q0'I.Spy^i1p�b1�11�'LSy�^i1y�b1601160'L1�'�S..DS^�11LS^�'�1Ad, q�' 0 0 0 0 6 6 6 6 6 6 6C3"tr tr tr 6 6 6 0 6 6 0 0 6 6 6 6 6 6 6 Ct 6 6 tr tr 6 6 6 6 6 0 Table 1.1 Summary of Closed Projects by Category Original Contract Approved Change Final Change Order Category Project Category Value Orders Contract Value Percentage Change Order Goal COLLECTIONS $275,678,312 $26,001,386 $301,679,698 9.43% 6.50% PLANT PROJECTS $902,373,615 $28,039,705 $930,413,320 3.11% 2.75% Total $1,178,051,927 S 54,041,091 $1,232,093,018 4.59% 5.0 %% Table 1.2 Construction Contract Performance - Active Projects Construction Original Contract Approved Change Current Contract Project No %Complete Amount Orders Amount Collections 2-72A 66.00% $ 21,134,650 $ 558,298 $ 21,692,948 6-17 3.00% $ 3,699,301 $ - $ 3,699,301 7-37 40.00% $ 15,432,000 $ 849,889 $ 16,281,889 Plant Projects P1-100 99.00% $ 33,500,000 $ 9,626,793 $ 43,126,793 P3-101 95.00% $ 126,908,300 $ 1,460,607 $ 128,368,907 1`1-1156 0.00% $ 2,235,563 $ - $ 2,235,563 P2-92 37.00% $ 49,850,000 $ 737,542 $ 50,587,542 P2-92A 0.00% $ 3,304,000 $ - $ 3,304,000 P2-110 0.00% $ 16,730,000 $ - $ 16,730,000 P2-118 0.00% $ 906,975 $ - $ 906,975 J-126BFG 0.00% $ 557,759 $ - $ 557,759 J-126E 0.00% $ 418,000 $ - $ 418,000 J-117A 0.00% $ 12,609,012 $ - $ 12,609,012 Table 1.3 Active Construction Contracts by Contractor Contractor/Project Number Project Name Current Contract qqv Value � Amtek Construction J-126BFG Lights, Ladder and Walkway Hazards $ 557,759 Charles King FE15-10 East Lido Force Main Rehabilitation $ 1,389,000 Charles King Company,Inc. 6-17 District 6 Trunk Sewer Relief $ 3,699,301 Environmental Const. Inc. P1-123 Trunk Line Odor Control Improvements $ 5,344,626 Flatiron West Inc P2-110 Consolidated Demolition and Utility Improvements at Plant 2 $ 16,730,000 Fleming Engineering FE32-02 P1 Hazardous Waste Storage Relocation $ 398,111 J.R. Filanc Construction Company,Inc. PS-100 Digester Rehabilitation at Plant 1 $ 33,500,000 Jamison Engineeering FE32-05 15th St, RPPS and BPPS Fall Protection Improvements $ 164,253 Kiewit 7-37 Gisler-Red Hill Trunk Improvements-Reach B $ 15,432,000 P2-92A Truck Loading Bay Odor Control at Plant 2 $ 3,304,000 Kiewit Pacific Co. FE13-04 Plant No.2 Trickling Filter Chemical Odor Control $ 2,514,000 CDC Engineering and Technology FE09-04 P3 Potable Water System-In and Near City Water Pump Station $ 168,500 FE32-10 IT Server Room Cooling Improvements $ 281,000 P1-115B Rehabilitation of Fleet Services Building, Building 8 and Paving Area $ 2,235,563 SANCON Engineering FE16-08 Carbon Canyon Clay Pipe Repairs $ 303,563 Shimmick Construction 1-110 Final Effluent Sampler and Building Area Upgrades $ 9,716,000 Table 1.3 Active Construction Contracts by Contractor Contractor/Project Number Project Name Current Contract Value 1-117A Interplant Effluent Pipeline Rehabilitation $ 12,609,012 P2-92 Sludge Dewatering and Odor Control at Plant 2 $ 49,850,000 Tharsos,Inc. FE14-03 Rehabilitation of Digester Mixing Pumps at P2 Digesters E, H, R,S, and T $ 594,000 WM Lyles Company P1-301 Sludge Dewatering and Odor Control at Plant 1 $ 126,908,300 Table 2.1 Active Design Consultant Contracts by Consultant Project Agreement Original Number of Amendments Number Project Name Type Value Amendments To Date AECOM Technical Services,Inc. $ 20,923,626 1 $ 113,728 3-64 Rehabilitation of Western Regional Sewers PDSA $ 17,639,250 1 $ 113,728 PI-100 Digester Rehabilitation at Plant l PCSA $ 2,761,337 0 $ - PSd29 ASI RAS Header Piping Replacement at Plant 1 PDSA $ 523,039 0 $ - Arcadis $ I,5401000 1 $ 1,500,000 J-126 Safety Improvements Program PDSA $ 1,540,000 1 $ 1,500,000 Atkins North America,Inc. $ 611,307 2 $ 61,019 J-110 Final Effluent Sampler and Building Area Upgrades PCSA $ 611,307 2 $ 61,019 Black&Veatch $ 21,106,979 3 $ 247,992 P2-98 Primary Treatment Rehabilitation at Plant 2 PDSA $ 18,141,423 1 $ 87,599 PSIS-01 Biosolids Master Plan PSA $ 2,965,556 2 $ 160,393 Brown and Caldwell $ 23,431,094 21 $ 5,725,350 SEO Newport Force Main Rehabilitation PCSA $ 2,231,925 4 $ 839,714 J-117 Ocean Outfall System Rehabilitation PDSA $ 6,778,015 9 $ 2,841,088 J-117A Interplant Effluent Pipeline Rehabilitation PCSA $ 1,121,666 0 $ - P2-107 SCADA System and Network Upgrades PDSA $ 2,818,197 1 $ 203,863 P2-92 Sludge Dewatering and Odor Control at Plant 2 PDSA $ 5,682,963 7 $ 1,840,685 PCSA $ 4,798,328 0 $ - Carollo Engineers $ 21,190,979 3 $ 208,411 PLAIDS Headworks Rehabilitation and Expansion at Plant I PDSA $ 17,528,957 0 $ - PI-123 Trunk Line Odor Control Improvements PCSA $ 529,970 0 $ - P535-10 2017 Facilities Master Plan PSA $ 3,132,052 3 $ 208,411 CDM Smith $ 5,319,930 0 $ P2-122 Headworks Modifications at Plant 2 for GWRS Final Expansion PDSA $ 5,319,930 0 $ - DUDEK&ASSOCIATES,INC. $ 256,478 0 $ P515.07 Pressurization and Odor Control Study at Newport Beach PSA $ 256,479 0 $ - GeosyntecConsultants $ 2,578,028 0 $ PSIS-06 Seismic Hazard Evaluation at Plant Nos.1 and 2 PSA $ 2,578,028 0 $ - HDR Engineering,Inc. $ 19,057,648 3 $ 1,228,613 FE16-11 Lane Channel Crossing PDCSSA $ 131,939 0 $ - PI-101 Sludge Dewatering and Odor Control at Plant 1 PCSA $ 7,140,000 2 $ 1,131,373 P3-128 Headquarters Complex,Site and Security,and Entrance Realignment Program PDSA $ 11,785,709 1 $ 97,240 Lee&Ro $ 11,722,178 2 $ 350,974 2-72 Newhope-Placentia Trunk Replacement PDSA $ 8,468,232 2 $ 350,974 PCSA $ 3,253,946 0 $ - LSA ASSOCIATES INC $ 420,927 0 $ PI-128 Headquarters Complex,Site and Security,and Entrance Realignment Program PSA $ 420,927 0 $ - Table 2.1 Active Design Consultant Contracts by Consultant Project Agreement Original Number of Amendments Number Project Name Type Value Amendments To Date MICHAEL BAKER INTERNATIONAL,INC. $ 571,925 1 $ 241-8 SARI Rack Stabilizers Removal PDSA $ 399,008 0 $ - PSA $ 172,917 1 $ - MWHAMERICAS,INC. $ 9,116,973 3 $ 291,296 362 Seal Beach Pump Station Rehabilitation PDSA $ 6,917,175 2 $ 195,435 P2-89 Solids Thickening and Processing Upgrades PCSA $ 2,199,798 1 $ 95,861 PM Web Inc $ 1,022,500 0 $ J-128 Project Management Information System PSA $ 1,022,500 0 $ - RBF CONSULTING,INC. $ 475,308 3 $ 37,466 SP-179 Bay Bridge Pumpstation and Force Mains Rehabilitation Study PSA $ 475,309 3 $ 37,466 RMC Water&Environment $ 3,092,675 1 $ 6-17 District 6 Trunk Sewer Relief PCSA $ 290,000 1 $ - P515-08 Collections Capacity Evaluation Study PSA $ 2,802,675 0 $ - StantecConsultingSemices,lnc. $ 1,499,839 0 $ P2-110 Consolidated Demolition and Utility Improvements at Plant 2 PCSA $ 1,499,839 0 $ - Tetra Tech,Inc. $ 270,000 1 $ 10,000 7-37 Gisler-Red Hill Trunk Improvements-ReachB PCSA $ 270,000 1 $ 10,000 THE AUSIN COMPANY $ 2,806,622 6 $ 549,321 PI-115 Title 24 Access Compliance and Building Rehabilitation Project PDSA $ 2,200,000 6 $ 549,321 PCSA $ 606,622 0 $ - Table 2.2 Activity Report for 2012 Master Professional Design Services Agreement Firm Task Order Status PROJECT TITLE/DESCRIPTION FY12.13 FY13-14 FY14.15 FE13-02, Repairs to Bar Screen at D Headworks at 12-00-01-01 Closed P2 $ 27,980.00 FE13-02 Amendment No.1 $ 9,200.00 FE13-02 Amendment No.2 $ 6,770.00 FR12-035,Edinger Pump Station Record Drawing $ 42,511.00 LEE&RO, INC 12-00-01-02 Closed Preparation PO#104615-OB FR12-035 Amendment No. 1 $ 10,455.00 Contract No.FE12-00-01 Closed FE13-01,(5-60)Newport Force Main Rehabilitation $ 74,600.00 12-00-01-03 FE13-01 5-60 Amendment No. 1 $ 24,943.00 FR13-020, Plant No.2 Gas Compressor Building $ 68,917.00 12-00-01-04 Open Piping Replacement FR13-020 Amendment No. 1 $ 30,568.00 FR13-020 Amendment No.2 $ 25,896.00 CUMULATIVE $ 43,950.00 $ 152,509.00 $ 125381.00 12-00-02-01 Closed FE12-06,84-inch P2 PI Line for Dist.Box B Rehab. $ 64,095.00 and Flow Meter Structure Alban.CLOSED DUDEK&ASSOCIATES, INC. FE09-04, P1 Potable Water System Improvements $ 50,472.00 PO#104616-OB 12-00-02-0240ossedContract No.FE12-00-02 FE09-04 Amendment No.1 $ 13,320.00 12-00-02-03FE14-04, Primary Influent Channels Repair at Plant l $71,841.00 CUMULATIVE $ 64,095.00 $ 63,792.00 $ 71,841.00 FR12-003,Warner Avenue Manholes StructuralRMC WATER AND ENVIRONMENT 12-00-03-01Repair Project $ 42,081.00 PO#104611-OB FR12-003 Amendment No. 1 $ 24,739.00 Contract No.FE12-00-03 12-00-03-02 Closed FR13-012,Santa Ana River Interceptor $ 56,404.00 CUMULATIVEI $ 66,820.00 1 $ 56,404.00 1E Table 2.2 Activity Report for 2012 Master Professional Design Services Agreement Firm Task Order Status PROJECT TITLE/DESCRIPTION FY12-13 FY13-14 FY14-15 TRAN CONSULTING ENGINEERS 12-00-04-01 Closed FR32-012,Slater Ave VFD Replacement $ 39,963.00 PO#104617-OB Contract No.FE12-00-04 FR12-012 Amendment No. 1 $ 26,968.00 CUMULATIVE $ 66,931.00 $ $ FE30-19, Landscaping and Miscellaneous $ 74,957.00 RBF CONSULTING 12-00-05-01 Closed Improvements Along Ellis Avenue PO#104626-OB FE10-19 Amendment No.1 $ 12,295.00 Contract No.FE12-00-05 I FE10-19 Amendment No.2 $ 5,876.00 CUMULATIVE $ 93128.00 $ $ 12-00-06-01 Closed FR12-030,P2 Solids Loading Station Truck Loading $ 15,935.00 Auger Access FE12-05, 15th St,Rocky Point and Bitter Point Pump IDS GROUP 12-00-06-02 Closed Station Fall Protection Improvements $ 40,575.00 PO#Contract No.FE FE12-05 Amendment No.1 $ 2,330.00 Contract No.FE12-00-06 12-00-06-03 Open FE12-10, IT Server Room Cooing Improvements $ 43,470.00 12-00-06-04 Closed FE14-01, Plant 1 Primary Sludge Handling $6,200.00 Modifications CUMULATIVE $ 58,840.00 $ 43,470.00 $ 6,200.00 PSOMAS 12-00-07-01 Closed FE12-02, Pl Hazardous Waste Storage Relocation $ 51,400.00 PO#104610-OB Contract No. FE12-00-01 CUMULATIVE $ 51400.00 $ $ Table 2.2 Activity Report for 2012 Master Professional Design Services Agreement Finn Task Order Status PROJECT TITLEIDESCRIPTION FY12-13 FY13-14 FY14-15 FE10-21,Area 02 Craig Regional Park Manhole $ 58,440.00 12-00-08-01 Open Improvements FE10-21 Amendment No.1 $ 18,780.00 FE10-21 Amendment No.2 $ 22,780.00 GRID 12-00-08-02 Closed FE32-07, Upgrade PLC Panels at P3 and P2- $ 69,940.00 PO#104612-OB FE33-04, Plant 2 Trickling Filter Odor Control System $ 74,910.00 Contract No.FE12-00-08 Upgrade 12-00-08-03 Open FE13-04 Amendment No.1 $ 9,635.00 FE13-04 Amendment No.2 $ 14,455.00 FE13-04 Amendment No.3 $ 24,235.00 FE13-04 Amendment No.4 $ 11,095.00 CUMULATIVE $ 169840.00 $ $ 134330.00 RMS ENGINEERING&DESIGN, INC. 12-00-09-01 Closed FE12-08, P2 TF/SC Blower Insultation Modifications $ 57,351.00 PO#104625-OB Contract No.FE12-00-09 FE12-08 Amendment No. 1 $ 27,390.00 CUMULATIVE $ $ 84741.00 $ HARRIS AND ASSOCIATES PO#104613-OB Contract No.FE12-00-10 CUMULATIVE $ $ $ TOTAL $ 615 004.00 $ 400 916.00 $ 331752.00 Table 2.3 Activity Report for 2015 Master Professional Design Services Agreement Firm Task Order Status Project Title/Description FY15-16 FY16-17 FY17-18 FE14-05,Plant No. 1 Fleet Services UST Leak $86,116.00 DUDEK FE15-00-01-01 Open Remediation PURCHASE ORDER NO.10543506 FE14-05 Amendment No. 1 $53,137.00 CONTRACT NO.FE15-00-01 FE15-00-01-02 Open lFEI5-09, CenGen Hot Water Pipe Bracing at P1 $146,516.00 FISCAL YEAR TOTAL $138 253.00 $146 516.00 $0.00 LEE& RO, INC. PURCHASE ORDER NO. 105436OB CONTRACT NO. FE15-00-02 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 GHD,INC. PURCHASE ORDER NO. 105469OB CONTRACT NO.FE15-00-03 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 FE15-00-04-01 Open PS17-02Guidelines for Development in the Area of $93,186.61 AECOM OCSD Facilities PURCHASE ORDER NO. 105440OB CONTRACT NO.FE15-00-04 FISCAL YEAR TOTAL $0.00 $0.00 $93,186.61 HAZEN AND SAWYER PURCHASE ORDER NO. 105451OB CONTRACT NO.FE15-00-05 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 RMC WATER AND ENVIRONMENT PURCHASE ORDER NO. 105441 OB CONTRACT NO.FE15.00.06 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 Table 2.3 Activity Report for 2015 Master Professional Design Services Agreement Firm Task Order Status Project Title/Description FY15-16 FYI 6-17 FY17-18 PROJECTLINE TECHNICAL FE15-00-07-01 Closed FE15-02, Plant No.2 Control Center Server Room $83,624.00 SERVICES,INC. HVAC Upgrade PURCHASE ORDER NO.105452OB CONTRACT NO.FE15-00-07 FISCAL YEAR TOTAL $83,624.00 $0.00 $0.00 TAIT&ASSOCIATES,INC. PURCHASE ORDER NO. 105449OB CONTRACT NO.FE15-00-08 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 BEYAZ&PATEL,INC. PURCHASE ORDER NO. 105445OB CONTRACT NO.FE15-00-09 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 IDS GROUP,INC. PURCHASE ORDER NO. 105437OB CONTRACT NO.FE15-00-10 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 KLEINFELDER,INC. PURCHASE ORDER NO.105433OB CONTRACT NO.FE15-00-11 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 FE15-00-12-01 Open FE16-10, East Basin Distribution Box Repair $79,990.00 RMS ENGINEERING&DESIGN,INC. PURCHASE ORDER NO. 105439OB CONTRACT NO.FE15-00-12 FISCAL YEAR TOTAL $0.00 $79,990.02 TOTAL $222,877.00 $226,506.00 $93,186.61 Table 3.1 Planning Studies Status Report Project Numbe Project Name Status Allocated Budget PS15-01 P515.01 Blosolids Master Plan Project Develop. $ 4,150,000 PS15-02 PS35-02 Edinger Pump Station Rehabilitation Study Project Develop. $ 637,000 PSIS-03 PS35-03 Slater Pump Station Rehabilitation Study Project Develop. $ 348,400 PS15-04 PS15-04 Network Architecture Master Plan Cancelled $ 7,511 PSIS-0S PS35-05 SARI Sewershed Capacity Study Closed $ 3,043 PSIS-06 PS35-06 Seismic Hazard Evaluation at Plant Nos. 1 and 2 Project Develop. $ 3,860,000 PSIS-07 PS35-07 Pressurization and Odor Control Study at Newport Beach Project Develop. $ 535,200 PS15-08 PS15-08 Collections Capacity Evaluation Study Project Develop. $ 4,529,678 PS15-09 P515.09 Wastehauler and Fueling Stations Relocation Study Project Develop. $ 164,577 PS15-10 PS15-10 2017 Facilities Master Plan Project Develop. $ 4,150,000 PSIS-11 PS35-11 Office Trailer Relocation Evaluation Closed $ 35,781 PS16-01 PS16-01 Stormwater Master Plan Project Develop. $ 1,415,700 PS16-02 PS36-02 SCE Feed Reliability Improvements Study Project Develop. $ 293,000 PS16-03 PS36-03 Banning Gate Study Not Authorized $ - P516-04 PS36-04 Rectangular Primary Clarifier Reliability Study at Plant No. 1 Project Develop. $ 420,000 PS17-01 PS17-01 Fire Flow Testing at Plant No. 1 Project Develop. $ 78,000 PS17-02 P517.02 Guidelines for Development in the Area of OCSD Facilities Project Develop. $ 176,000 PS17-03 PS17-03 Active Fault Location Study at Plant No.2 Project Develop. $ 500,000 Grand Total $ 21,303,890 Total Chartered Project 18 Board Approved Program Budget $ 28,652,000 Remaining Unallocated Budget $ 7,348,110 Table 3.2 Research Program Status Report Project Nu� Project Name Status Allocated Budget RE16-01 RE16.01 Operational Research Technical Support FY16.17 Closed $ 100,000 RE17-01 RE17-01 Operational Research Technical Support FY17-18 Project Develop. $ 100,000 RE17-02 RE17-02 Biogas Scrubber Evaluation Project Develop. $ 865,000 RE17-03 RE17-03 Reliant Wet Well Wizard Test Project Develop. $ 74,000 Grand Total $ 1,139,000 Total Chartered Project 4 Board Approved Program Budget $ 8,500,000 Remaining Unallocated Budget $ 7,361,000 Table 3.3 Facilities Engineering Program - Collections Status Report Project Number Project Name Status Allocated Budget FEIO.21 FE10.21 Area 02 Craig Regional Park Manhole Improvements Design $ 1,359,000 FE25-01 FEIS-01 Fullerton Creek Channel Crossing Design $ 260,000 FE15-03 FEIS-03 Safety Improvements at all Pump Stations Cancelled $ 13,580 FEIS-10 FE15-10 East Lido Force Main Rehabilitation Construction $ 2,628,000 FEIS-13 FEIS-13 Doig Drive Building Improvements Cancelled $ 54,683 FEI6-01 FE16-01 Big Canyon Nature Park Improvements Project Develop. $ 533,000 FE36-02 FE36-02 Jamboree Sewer Realignment at Big Canyon Project Develop. $ 896,000 FEI6-04 FE16-04 Rehabilitation of the Bushard Diversion Box Cancelled $ - FEI6.08 FE16-08 Carbon Canyon Clay Pipe Repairs Construction $ 1,131,000 FE26-11 FE16-11 Lane Channel Crossing Project Develop. $ 1,251,000 FEI6-13 FE36-13 Collections Infrastructure Relocation at Plant 2, Phase 1B Project Develop. $ 216,000 FE16-14 FE16-14 Slater Pump Station Valve Replacements Project Develop. $ 906,000 FE17-01 FE17-01 Carbon Canyon Pipeline Sag Repairs Preliminary Des. $ 500,000 Grand Total $ 9,748,263 Total Chartered Project 13 Board Approved Program Budget $ 14,192,000 Remaining Unallocated Budget $ 4,443,737 Table 3.4 Facilities Engineering Program - Plant Status Report Project Number Project Name oc e u FE10-20 FE30-20 2011 Miscellaneous Fall Protection Improvements Closed $ 1,031,558 FE12-08 FE12-08 TF/SC Modifications to Blower Building and Air Piping Closed $ 295,853 FE12-10 FE12-10 IT Server Room Cooling Improvements Warranty $ 960,000 FE13-04 FE33-04 Plant No.2 Trickling Filter Chemical Odor Control Construction $ 4,290,000 FE14-01 FE14-01 Plant 1 Primary Sludge Handling Modifications Closed $ 289,710 FE34-02 FE14-02 Plant 1 Primary West Side Sludge Pumping Modifications Closed $ 10,109 FE34-03 FE34-03 Rehabilitation of Digester Mixing Pumps at P2 Digesters E,H,R,S,a Construction $ 1,360,000 FE14-04 FE14-04 Primary Influent Channels Repair at Plant 1 Warranty $ 1,089,000 FE34-05 FE14-05 Plant No. 1 Fleet Services UST Leak Remediation Design $ 7,032,000 FE34-06 FE34-06 Plant No.2 Repairs to Air Dampers at COBS Closed $ 213,028 FE35-02 FE35-02 Plant No.2 Control Center Server Room HVAC Upgrade Cancelled $ 139,339 FE35-04 FE35-04 Plant No. 1 Primary Clarifier Backwash System Demo Closed $ 67,307 FE1S-0S FE35-05 Main Exit Gate Card Reader at Plant 2 Closed $ - FE35-06 FE15-06 Gas Compressor Building Piping Replacement at Plant 2 Construction $ 3,924,000 FE35-07 FE15-07 Secondary Treatment and Plant Water VFD Replacement at Plant 1 Design $ 3,315,000 FE15-08 FE15-08 ASl RAS Header Piping Replacement at Plant 1 Cancelled $ 70,655 FE35-09 FE35-09 CenGen Hot Water Pipe Bracing at Plant 1 Design $ 425,000 FE36-03 FE36-03 Return Activated Sludge Piping Replacement at Plant 2 Cancelled $ - FE16-05 FE16-05 Buried Water Valve Support Upgrades at Plant 2 Project Develop. $ 500,000 FE36-06 FE36-06 Fuel Cell Facilities Demolition Project Develop. $ 166,000 FE16-07 FE16-07 Security Monitoring and Source Control Trailers at Plant 1 Cancelled $ - FE16-09 FE16-09 Server Room Power Reliability Upgrades Plant 1 Cancelled $ - FE36-10 FE36-10 East Basin Distribution Box Repair Design $ 854,000 FE16-12 FE16-12 Gar0eld Road Perimeter Security Fence Project Develop. $ 121,000 FE17-02 FE17-02 Trailer Complex at Plant 1 Not Authorized $ - Grand Total $ 26,153,559 Total Chartered Project 25 Board Approved Program Budget $ 43,325,000 Remaining Unallocated Budget $ 17,171,441 Table 3.5 Information Technology Capital Program Status Report Project Number Project Name Status Allocated Budget IT16.01 ITI6-01 Enterprise Storage Arrays Active $ 300,000 IT36-02 IT36-02 Conference Room Monitors Active $ 43,000 IT16-03 IT16-03 Plant 2Internet Connection Active $ 50,000 IT16-04 IT36-04 Replace back-up Web Proxy(TMG) Active $ 70,000 IT16-05 IT36-05 Plant 2 Radio Repeater Upgrade Active $ 35,000 IT36-06 IT36-06 Network Equipment 2016-17 Active $ 101,900 IT36-07 ITI6-07 Server Replacement and Obsolescence Active $ 309,600 ITI6-08 ITI6-08 IT Security 2016-17 Active $ 162,000 IT16.09 ITI6-09 iPACS Enhancements Active $ 85,000 IT16-20 IT16-10 LIMS Compliance Improv Project Active $ 490,000 IT16-11 IT16-11 Business Continuity Plan Active $ 490,000 IT17-01 IT17-01 VMWare Server Implementation Active $ 400,000 IT37-02 IT37-02 Upgrade Active Directory Directory to 2016 Active $ 56,000 IT37-03 IT37-03 Upgrade ShoreTel System Server Active $ 190,000 IT37-04 IT37-04 Setup Virtual VAX Servers Active $ 44,000 IT37-05 IT37-05 Conference Room Monitor Upgrade Active $ 75,000 IT17.06 IT17.06 Upgrade MFP Equipment Active $ 350,000 IT17-07 IT17-07Implement Safety Management Suite Active $ 106,000 Grand Total $ 3,357,500 Total Chartered Project 18 Board Approved Program Budget $ 10,000,000 Remaining Unallocated Budget $ 6,642,500 Table 4.1 Staff Augmentation Contract Status Total Fees Time Contract $41,000,000 86 months Iti Actuals to Date $7,081,434 17% 17 months 20% Remaining $33,918,566 83% 69 months 80% Assuming three 1-year extensions Table 4.2 Staff Augmentation Labor Summary This Quarter Inception to Date Labor Hours 8,721 50,073 Full Time Equivalents 19.4 19.6 Labor Costs(no expenses) $1,200,956 $6,938,726 Average Hourly Rate $138 $139 OPERATIONS COMMITTEE Meeting Date TOBd.Of Dir. u/oiry7 at 7 AGENDA REPORT emNumber Item Number 5 6 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: NEWHOPE-PLACENTIA TRUNK REPLACEMENT, PROJECT NO. 2-72 GENERAL MANAGER'S RECOMMENDATION Approve a Cooperative Agreement between the Orange County Sanitation District and the City of Anaheim for paving, landscaping, and sewer improvements on State College Boulevard along portions of the Newhope-Placentia Trunk Replacement, Segment B, Project No. 2-72B, for an estimated amount of$802,000 to be reimbursed by the City of Anaheim. BACKGROUND Newhope-Placentia Trunk Replacement, Segment B, Project No. 2-72B, replaces the Newhope-Placentia Trunk with a larger sewer in State College Boulevard from the 91 Freeway to Orangewood Avenue, Anaheim. The project is currently undergoing final design. Within areas of the project, the City of Anaheim (City) would like to improve median landscaping, paving, and sewers. The Orange County Sanitation District (Sanitation District)and the City have concluded it would be beneficial for both entities, and the public, if this work occurred within the same timeframe and under one construction contract. City and Sanitation District staff have negotiated a cooperative agreement that allows these City improvements to be designed and constructed by the Sanitation District. Sanitation District costs related to the design and construction of these City facilities will be reimbursed by the City. The estimated costs for the design and construction of these facilities is $802,000. RELEVANT STANDARDS • Maintain collaborative and cooperative relationships with neighboring agencies • Ensure the public's money is wisely spent PROBLEM The Sanitation District needs to replace the Newhope-Placentia Trunk sewer alignment and the City would like to perform certain improvements in the same area. Constructing these facilities separately would cost more and cause more public disruption. Page 1 of 3 PROPOSED SOLUTION The Sanitation District will design and construct these improvements for the City. The City has agreed to reimburse the Sanitation District for the associated costs. TIMING CONCERNS The agreement requires approval so the design of the City facilities can be incorporated into the Newhope-Placentia Trunk Replacement, Segment B, Project No. 2-72B, without delaying the project. RAMIFICATIONS OF NOT TAKING ACTION Without the Cooperative Agreement, the City will need to perform the improvements independently, which may conflict with the Sanitation District work and increase impacts to the public. PRIOR COMMITTEE/BOARD ACTIONS March 2017 - Approved Cooperative Agreement between the Sanitation District and the City of Anaheim for water line replacements. September 2016 -Approved Cooperative Agreement between the Sanitation District and the City of Fullerton for street paving. ADDITIONAL INFORMATION The Sanitation District approved a similar Cooperative Agreement with the City of Anaheim under the Newhope-Placentia Trunk Replacement, Segment B, Project 2-72B for water line replacement work. That agreement was with the Utilities Department. The proposed agreement is with the Public Works Department. CEQA The Sanitation District, as lead agency, prepared a Program Environmental Impact Report (PEIR) entitled 1999 OCSD Strategic Plan. The Board certified the PEIR on October 27, 1999. The Sanitation District filed a Notice of Determination on October 29, 1999. In February 2016, the Sanitation District received and filed an Addendum to the PEIR. FINANCIAL CONSIDERATIONS The additional costs associated with the design and construction for the City improvements will be reimbursed by the City. Page 2 of 3 ATTACHMENTS The following atfachment(s)are attached in hard copy and may also be viewed on-line at the OCSD website (www.ocsd.corn with the complete agenda package: City of Anaheim Cooperative Agreement AN:dm:gc Page 3 of 3 AGREEMENT BETWEEN THE ORANGE COUNTY SANITATION DISTRICT AND THE CITY OF ANAHEIM FOR CONSTRUCTION OF CITY FACILITIES IN CONJUNCTION WITH THE STATE COLLEGE BOULEVARD SEWER PROJECT THIS AGREEMENT ("Agreement"), is made and entered into on this day of 2017,by and between the: ORANGE COUNTY SANITATION DISTRICT, a County Sanitation District,hereinafter referred to as "OCSD"; AND CITY OF ANAHEIM, California, a Municipal Corporation, hereinafter referred to as "City." OCSD and City are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as "Parties." RECITALS WHEREAS,OCSD is a duly organized County Sanitation District existing pursuant to the County Sanitation District Act,California Health and Safety Code section 4700,et seq.,providing for the ownership, operation, and maintenance of waste collection, treatment, and disposal facilities within Orange County,California; and WHEREAS, City is a charter city and municipal corporation duly organized and validly existing under the laws of the State of California and its charter, with the power to carry on its business as it is now being conducted under the statutes of the State of California; and WHEREAS, OCSD owns, operates and maintains a sewer main within the City located beneath a street called State College Boulevard between Orangewood Avenue to the south and the 91 Freeway to the north("Sewer Facility"); and WHEREAS, this Sewer Facility currently consists of one 33 to 42-inch diameter sewer pipeline which OCSD intends to upsize to a 54-inch diameter sewer pipeline as part of a project known as"Project 2-72B;"and WHEREAS, within the same portion of State College Boulevard,the City would like the following work to be performed: (1) re-paving of the south bound State College lanes between Vermont and Underhill Avenue (Paving); (2) re-direct flow from City manhole at Ball Road to new OCSD manhole; (3) construction of City sewers at South Street and Westport Drive (City Sewers); and (4) two future sewer connections with manholes and pipes; collectively, these projects shall be referred hereinafter as the"City Projects;"and 1 1280206.1 WHEREAS, Project 2-72B and the City Projects (collectively referred to as "Projects") are in the same vicinity and it is advantageous to both Parties for the construction of these Projects to occur simultaneously to minimize the impacts to the environment, the public, and the surrounding homeowners; and WHEREAS, OCSD agrees to design, administer, and manage a construction contract for the simultaneous construction of the City Projects and Project 2-72B (collectively"the Projects"); and WHEREAS, the cost allocation for the City Projects shall be as set forth herein below; and WHEREAS,the Parties agree to enter into an Agreement for the work associated with the City Projects in a manner and subject to the terms and conditions set forth below; NOW,THEREFORE,in consideration of the mutual promises set forth herein,the Parties hereto agree as follows: Section 1: Recitals. The Recitals above are deemed true and correct, are hereby incorporated in this Section as though fully set forth herein, and each Party to this Agreement acknowledges and agrees that they are bound by the same. Section 2: Elements of Agreement. OCSD and City will work cooperatively so the Projects can be constructed in a manner that minimizes the costs and impacts to the public. The specific terms and conditions governing the elements of this Agreement are set forth hereinafter. Section 3: OCSD's Specific Obligations. A. OCSD will be responsible for compliance with the California Environmental Quality Act ("CEQA") (Pub. Resources Code, Section 21000 et seq.)with respect to the Projects. OCSD will be the Lead Agency for purposes of CEQA and, in such capacity, OCSD will conduct the applicable environmental review. OCSD will supply to City copies of the OCSD-approved environmental documents for CiWs files. B. OCSD will enter into and administer contracts for the design services needed for the City Projects, which shall include contracting with the necessary engineering consulting services to accomplish the design and construction support efforts. OCSD will issue an amendment to the consultant currently retained by OCSD to design Project 2-72B. This amendment will contain a scope of work that will ensure the City Projects we designed and constructed as required by the City. 2 1280206.1 C. OCSD will submit prepared plans and specifications for the design and construction of the City Projects for review,comment,and written approval by City.If City does not approve the proposed plans and specifications,City will provide OCSD its basis for denial and OCSD shall require its consultant to correct the plans and specifications to City's reasonable satisfaction. The plans and specifications approved in writing by the City shall be referred to hereinafter as "Approved Plans and Specifications". D. OCSD shall be responsible for advertising, awarding, and administering a contract for the construction of the City Projects, in conformance with all applicable laws governing construction of public works. OCSD will issue a public works bid package and enter into a construction contract in accordance with the Approved Plans and Specifications. The contract will also contain Project 2-72B so the Projects will be constructed under a single contract. The bid package will contain specific bid items that pertain to the City Projects which will be used to determine the reimbursement amount City will pay to OCSD for the City Projects. E. OCSD shall ensure the contractor for the City Projects has the appropriate license from the California State License Board and ensure the contractor complies with prevailing wage laws including,but not limited to, California Labor Code Sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000 et seq. ("Prevailing Wage Laws"). F. Upon award of the contract to the successful bidder,OCSD will submit such information to City for their files. G. For the duration of the construction of the City Projects, OCSD will: a. Provide City staff with contractor schedules and updates within ten(10) days of acceptance by OCSD staff, and b. Invite City staff to construction progress meetings. H. OCSD shall allow City to review, check, and inspect any part of the City Projects at any time. OCSD shall provide City inspectors uninhibited access to the area of the City Projects and an adequate on-site work space to perform such work. OCSD shall not accept any portion of the work associated with the City Projects unless the work has been inspected and approved in writing by the City. OCSD will document and inform City of the date of final acceptance, which is the date when the notice of completion is filed. OCSD shall famish City with one set of record drawings for the completed City Project and a copy of the filed notice of completion. No notice of completion shall be filed by OCSD until OCSD receives City's prior written concurrence to such filing. 3 1280206.1 I. OCSD will obtain on behalf of City a one-year warranty on the work to be performed for the City Projects from OCSD's construction contractor. This one-year warranty shall commence at the time the notice of completion is issued specifically for the City Projects. I.1 City Landscaping requires a 90 day establishment period before the standard one year warranty can commence. OCSD's one year warranty provision begins after Final Completion of the Contractor's work. OCSD will require that all landscaping be completed 90 days before Final Completion. If the landscaping is not completed 90 days before Final Completion,the Contractor shall post a surety bond in an amount equal to 10 percent of the final construction cost of the landscape planting and irrigation system and a performance bond in an amount equal to 10 percent of the construction bid for the project. The bonds shall continue in effect for a minimum of 455 (365 +90)days after Final Completion. I OCSD, its agents and contractors shall keep the City Projects free from any statutory or common law liens arising out of any work performed, materials famished or obligations incurred by OCSD, its agents or contractors. K. OCSD shall obtain all necessary permits and pay to City all applicable plan check, inspection,and permit fees. L. OCSD shall ensure that in all contracts or agreements OCSD enters into with any person(s)or firm(s)to perform work on the City Projects, including without limitation construction contractors, design professionals, and consultants, shall contain indemnification and insurance provisions, in favor of OCSD and City, their respective officials, officers, and employees,that include requirements, limits, coverages, and terms and conditions in conformance with sound risk management principles for projects of this kind,nature,risk, and complexity. Further, OCSD shall ensure that such contracts or agreements provide for indemnity and insurance protection for City in amounts and form at least equal to the protection OCSD secures for itself. Section 4: City's Specific Obligations. A. City will provide inspection services for the City Projects as it deems necessary,or promptly upon request by OCSD as described in Section 4(B) to assure compliance with the Approved Plans and Specifications, including, but not limited to, shop drawing review and/or material inspection. City will promptly notify OCSD if any portion of the work 4 1280206.1 appears not to conform to the Approved Plans and Specifications, and OCSD shall cause its contractor to correct such non-conforming work. B. City will respond to OCSD's request for an inspection within two (2) working days. City will be responsible for OCSD's contractor's downtime and/or delay due to failure to comply with this provision. C. OCSD shall promptly inform City of any proposed changes to the construction contract as it relates to the City Projects and obtain City's written approval prior to agreeing to a change order relating to the City Projects. Copies of proposed changes affecting City will be provided to City within five (5) working days of submission to OCSD. City shall respond to OCSD regarding requests for change orders within five (5) working days of receipt. City shall not be responsible for increased costs due to any change order related to the City Projects without City's prior written approval. City s Public Works Director may approve or deny change order requests on behalf of the City. City's obligation to pay for change order costs shall only apply to segments where City is responsible for reimbursement per Section 5 of this Agreement. D. City shall return comments to OCSD on all shop drawing submittals, requests for information,and change order requests within ten(10)working days from receipt of submittals by City. This provision shall not apply to plan and specification review process. E. Prior to City's acceptance of City Projects and OCSD filing a notice of completion, City shall review and provide written approval of the City Projects. The City's written approval maybe withheld for work not completed in accordance with the Approved Plans and Specifications.Upon City's written approval, City shall assume ownership and maintenance obligations for improvements within the City Projects. Section 5: City Projects Reimbursement and Total Costs The table below provides a specific description of the City Projects. As design progresses to the preparation of the construction documents, the numbers in this table may change and if so will require an amendment to this Agreement in the event the City's reimbursement obligation is increased under Section S.B. In the event there is no increase to City's obligation under Section S.B.,changes to the table below will not require an amendment to this Agreement. OCSD and City staff may agree in writing to changes to this table prior to construction advertisement. The final values shall be documented in writing. Extents Design Provided by Name City Project Description 5 1280206.1 Grind and cap with new asphalt, From south of Vermont Ave OCSD adjust utility covers,striping, to northerly Underhill Ave. Paving Southerly direction lanes 1-3 and traffic control loop replacement. and associated left and right hand turn pockets. Re-direct flow from City OCSD City Sewer manhole SW106206 easterly to Ball Road and State College at Ball Road new OCSD manhole Intersection City Sewer 135 LF of 15"VCP in Steel City at South Casing, connecting to new NHP Coming from the east side Street MH27 crossing the existing 85" of south street MWD line Move new OCSD MH 29 north City(City sewer) City Sewer by 40 feet resulting in needing OCSD(OCSD sewer at Westport to relocate additional waterline, Westport Drive at Reseda &waterline) add 300 LF of 12"VCP and connect to existing MHSW11311 Future City Manholes and sewer pipe OCSD Sewer connected to OCSD manhole for Artisan Court,Wright Circle Connections a future installation A. OCSD shall be responsible for design costs where it is indicated in the table above. If the City cannot provide the design as indicated in the table above, OCSD will provide for full reimbursement of Design Consultant costs per section 5.B. B. City's obligation to reimburse OCSD hereunder for the design and construction of the City Projects shall not exceed EIGHT HUNDRED AND TWO THOUSAND DOLARS ($802,000.00)unless otherwise approved by City Council by amendment of this Agreement. City has budgeted EIGHT HUNDRED AND TWO THOUSAND DOLARS($802,000.--) for the City Projects, including but not limited to design costs, construction costs, reimbursements, fees, and administrative costs. If City's obligation to reimburse OCSD for the City Projects exceeds EIGHT HUNDRED AND TWO THOUSAND DOLARS ($802,000.00), OCSD shall not be responsible for bearing City's excess share. OCSD agrees to notify City at the earliest opportunity if City's share is expected to exceed EIGHT HUNDRED AND TWO THOUSAND DOLARS ($802,000.00)anytime during the Projects. If reimbursement over and above EIGHT HUNDRED AND TWO THOUSAND DOLARS ($802,000.00) is requested by OCSD, City staff will request approval from City Council to increase the maximum reimbursement amount. Notwithstanding the foregoing, the Parties recognize that the continuation of this Agreement after the close of any fiscal year of City, which fiscal year ends on June 30 of each year, shall be subject to budget approval providing for or covering such contract items as an expenditure in said budget. City does not represent that said budget item will be actually adopted, said determination being the determination of the City Council at the time of the adoption of the budget herein. No penalty shall accrue to City in the event this provision shall be exercised. However, in the event the City fails to fund the City Projects during any subsequent budget proceeding while the Projects are ongoing,the City shall reimburse OCSD for any work or portion of work completed prior to City notifying OCSD that the City Projects have not been funded.Additionally,the City shall reimburse 6 1280206.1 OCSD for any work necessary, including design,to remove,rework, or complete City Projects or portions thereof so as not to hamper or halt OCSD Project 2-72B in any way. Section 6: Timing of Reimbursement For each progress payment made by OCSD to its consultant or contractor, OCSD shall submit an invoice to the City setting forth City's share of the payment, accompanied by all supporting documentation. The invoice shall be itemized for each City Project in accordance with Section 5. City will review the progress payment request and provide OCSD with any comments within ten (10) working days from receipt of the request. After the invoice is approved by the City,City shall pay OCSD within forty-five (45)days of City's receipt of invoices and supporting documentation. City shall pay invoices to OCSD based on progress payments until 100%of City's share is paid. Section 7: Indemnification. A. OCSD will indemnify,defend and hold City,its officers,agents,employees, and consultants harmless from any and all actions, suits, claims, liability or expense for death,injury,loss,or damage to persons or property which may arise or is claimed to have arisen during or out of construction or the acceptance by City of City's Facilities, as a result of any work or action performed by or on behalf of OCSD, its officers, agents, employees, contractors or consultants, save and except in those instances where such expense, liability or claim is solely caused by any act, omission, or negligence of City, its officers, agents,employees or consultants. B. City will indemnify, defend and hold OCSD, its elected and appointed officials, officers, agents, employees, and consultants, harmless from any and all actions, suits, claims, liability or expense for death, injury, loss or damage to persons or property which may arise or is claimed to have arisen as a result of any act performed by City, its officers, agents, employees, contractors, or consultants, with respect to the construction of City sewer facilities as a result of or in connection with the maintenance and operation of City's improvements, save and except in those instances where such expense, liability or claim is solely caused by any act, omission or negligence of OCSD, its officers, agents, employees or consultants. City will also indemnify, defend and hold OCSD, its elected and appointed officials, officers, agents, employees, and consultants, harmless from any and all actions, suits,claims, liability,cost or expense which may arise or is claimed to have arisen as a result of City's denial of any change order or part thereof. Section 8: Tenn. This Agreement will be in full force and effect until the specified obligations of both Parties have been fulfilled. Notwithstanding the foregoing, either Party may terminate this Agreement with or without cause upon giving the other Party one hundred (100) 7 1280206.1 calendar days prior written notice. If this Agreement is terminated, OCSD will be paid for those reimbursable costs incurred up to the date of termination, in accordance with Section 5. Section 9: Agents. Any contractor or subcontractor performing work in connection with the work described herein on behalf of either Party will be conclusively deemed to be the servant and agent of each respective Party employing said contractor or subcontractors hereof, acting on behalf and within the scope of such contractor and subcontractor employment for said Party. Section 10: Notices. All notices or other communications required or permitted hereunder will be in writing and will be personally delivered or sent by registered or certified mail,postage prepaid,return receipt requested, delivered or sent by electronic transmission, and will be deemed received upon the earlier of: (i) the date of delivery to the address of the person to receive such notice if delivered personally or by messenger or overnight courier; (ii) three (3) business days after the date of posting by the United States Post Office if by mail; or(iii) when sent if given by electronic transmission. Any notice, request, demand, direction, or other communication sent by electronic transmission must be confirmed within 72 hours by letter mailed or delivered. Notices or other communications will be addressed as follows: To OCSD: Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708 Attention: Kelly Lore, Clerk of the Board Facsimile: (714)962-0356 To City: City of Anaheim—Public Works Department 200 South Anaheim Boulevard Anaheim, CA 92805 Attention: Rudy Emami, Director of Public Works Facsimile: (714) 714-765-5176 Section 11: Jurisdiction. In the event of a dispute regarding performance or interpretation of this Agreement, the venue for any action to enforce or interpret this Agreement will lie in the Superior Court of California for Orange County. Section 12: No Third Party Beneficiaries. This Agreement is entered into by and for City and OCSD, and nothing herein is intended to establish rights or interests in individuals or entities not a party hereto. Section 13: Force Maieure. Except for the payment of money, neither Party will be liable for any delays or other non-performance resulting from circumstances or causes beyond its reasonable control, including without limitation, fire or other casualty, act of God, strike or labor dispute, war or other violence, acts of third parties, or any law, order, or requirement of any governmental agency or authority. Section 14: Governing Law. This Agreement will be governed by the laws of the State of California. 8 1280206.1 Section 15: Entire Agreement. This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations and agreements between the Parties pertaining to the subject matter hereof. Section 16: Waiver. A waiver of a breach of the covenants, conditions, or obligations under this Agreement by either Party will not be construed as a waiver of any succeeding breach of the same or other covenants, conditions, or obligations of this Agreement. Section 17: Modification. Alteration, change, or modification of this Agreement will be in the form of a written amendment,which will be signed by both Parties. Section 18: Sevembiliri. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement will continue in full force and effect. Section 19: Agreement Execution and Authorization. Each of the undersigned represents and warrants that they are duly authorized to execute and deliver this Agreement and that such execution is binding upon the entity on whose behalf they are executing this Agreement. [SIGNATURES ON THE NEXT PAGE] 9 1280206.1 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the day and year first above written. ORANGE COUNTY SANITATION DISTRICT By: Gregory C. Sebourn,PLS Chair, Board of Directors APPROVED AS TO FORM: GENERAL COUNSEL ATTEST: By: By: Bradley R. Hogin, Kelly A. Lore,CMC Orange County Sanitation District Clerk of the Board, Board of Directors CITY OF ANAHEIM By: Tom Tait,Mayor APPROVED AS TO FORM: ATTEST: KRISTIN A. PELLETIER,ACTING CITY ATTORNEY By: By: Bryn M. Morley, Theresa Bass,Acting City Clerk Deputy City Attorney 10 1280206.1 OPERATIONS COMMITTEE Meebng Date TUBd of Dir. 11/01/17 11/is/17 AGENDA REPORT Item bar Item Number 7 > Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: DIGESTER GAS FACILITIES REHABILITATION, PROJECT NO. J-124 GENERAL MANAGER'S RECOMMENDATION A. Approve a Professional Design Services Agreement with Brown and Caldwell to provide engineering design services for the Digester Gas Facilities Rehabilitation, Project No. J-124, for an amount not to exceed $11,770,000; and B. Approve a contingency of$1,177,000 (10%). BACKGROUND Wastewater solids generated from wastewater are stabilized and reduced in anaerobic digesters at both Orange County Sanitation District's (Sanitation District) plants, which produce a methane-rich digester gas used in engine generators. Required gas handling facilities include compressors, holders, filters, piping, flares, and a building for the compressors. The Plant No. 1 facilities were built in 1992 and the Plant No. 2 facilities were built in 1983. The Digester Gas Facilities Study for Plant Nos. 1 and 2, Project No. SP-141, recommended replacement of the digester gas compressors due to their age and condition, installation of a new flare system, and replacement of the Digester Gas Compressor Building at Plant No. 2. RELEVANT STANDARDS • Biosolids Master Plan, Energy Master Plan • Use all practical and effective means for recovering energy • Government Code 4526: Select the "best qualified firm" and "negotiate fair and equitable fees" PROPOSED SOLUTION Rehabilitate the low and high-pressure digester gas facilities at Plant Nos. 1 and 2 in order to ensure reliable operations of the power generation systems and maintain the ability to flare any unused digester gas in a safe and regulatory compliant manner. A project of this complexity requires a design consultant. Page 1 of 5 TIMING CONCERNS The digester handling equipment is nearing the end of its useful life and replacement parts are becoming increasingly difficult to obtain. RAMIFICATIONS OF NOT TAKING ACTION Not proceeding with this project would increase the risk that safe, reliable, and compliant operation of the gas handling and power generation systems could be impaired. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION Consultant Selection: The Sanitation District requested and advertised for proposals for Digester Gas Facilities Rehabilitation, Project No. J-124, on May 17, 2017. The following evaluation criterion were described in the Request for Proposals (RFP) and used to determine the most qualified Consultant. CRITERION WEIGHT Project Understanding and Approach 45% Related Project Experience 25% Project Team and Staff Qualifications 30% Four proposals were received on August 2, 2017. A pre-selected Evaluation Team consisting of the following Sanitation District staff reviewed the proposals. Jeff Mohr Engineering Manager Michael Dorman Engineering Manager Dean Fisher Engineering Manager Riaz Moinuddin Engineering Manager Victoria Pilko CIP Project Manager The Evaluation Team reviewed and ranked each of the proposals in accordance with the evaluation process set forth in the Sanitation District Board of Director's Ordinance No. OCSD-47 (Purchasing Ordinance). Three additional representatives participated in the evaluation process as non-voting members; two from the Contracts Administration Division and one from Engineering. Page 2 of 5 After reviewing and scoring the proposals, the four Consultant firms were ranked according to the score achieved. The Evaluation Committee interviewed the top two proposing firms to meet the proposed key team members and further evaluate the firms' proposals. Pursuant to the results of the interview, the Evaluation Committee selected Brown and Caldwell as the top-ranked firm as shown in Table 1. Based on the ranking shown below, Brown and Caldwell was selected as the most qualified Consultant. TABLE 1 PROPOSAL EVALUATION Consultant Evaluator Brown and Black and Veatch Caldwell Evaluator 1 1 2 Evaluator 2 1 2 Evaluator 3 1 2 Evaluator 4 1 2 Evaluator 5 1 2 Combined Ranking 1 2 Brown and Caldwell was selected based on the strength of their team experience and their presentation of a well thought out approach. Review of Fee Proposal and Negotiations Proposals were accompanied by sealed fee proposals. In accordance with the Purchasing Ordinance, the fee proposal of only the highest-ranked firm was opened after approval by the Director of Engineering of the Evaluation Committee's recommendation. The evaluation and selection process is based on procedures pursuant to the California Government Code requiring the Sanitation District to select "the best qualified firm" for architectural and engineering services and to negotiate a "fair and reasonable" fee with that firm. Staff conducted negotiations with Brown and Caldwell to clarify the requirements of the Scope of Work, assumptions used for the estimated level of effort, and proposed approach to meet the goals and objectives for the project. A total of 14 meetings were held with the top-ranked proposer, Brown and Caldwell and their subconsultants, to review in detail each project element, the assumptions regarding the project elements, the requirements of each task in the scope, and the basis for estimating the associated level of effort. Page 3 of 5 Based on this review, a number of assumptions were revised and the potential need for additional services identified. For example, one of the potential locations for the new Compressor Building at Plant No. 2 is on an active fault. If that particular site is chosen, despite the fault, substantial additional geotechnical and structural modeling services would be required. Another change was to fully utilize 3D design for the compressor buildings, and in certain crowded utility tunnel areas, where the additional efforts would create long-term design benefits. Although the hours were reduced for a number of tasks, the net effect of the changes was to increase the negotiated upper limit. Depending on the outcome of certain evaluations, the effort could be significantly less. Original Fee Proposal Negotiated Fee Total Hours 51,417 58,011 Total Fee $10,517,796 $11,770,000 The Consultant's fringe and overhead costs, which factor into the billing rate, have been substantiated. The contract profit is 5%, which is based on an established formula 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 Design Services Agreement to Brown and Caldwell. CEQA Staff intends to file a Notice of Exemption at the County Clerk office following award of this agreement by the Board. The project as it is currently proposed is exempt from CEQA under the Class 1 and 2 categorical exemptions set forth in California Code of Regulations sections 15301 and 15302. Section 15301 (Class 1)exempts from CEQA the operation, repair, maintenance or minor alteration of existing public or private structures, facilities involving negligible or no expansion of use beyond that existing at the time of the lead agency's determination including"(b)Existing facilities of both investor and publicly-owned utilities used to provide electric power, natural gas, sewerage, or other public utility services." Section 15302 (Class 2) exempts from CEQA the replacement or reconstruction of existing structures and facilities where the new structure will be located on the same site as the structure replaced and will have substantially the same purpose and capacity as the structure replaced, including "(c) Replacement or reconstruction of existing utility systems and/or facilities involving negligible or no expansion of capacity." If studies conducted in the early part of the work substantially change the proposed project to the extent that these exemptions are no longer applicable, then an Initial Study will be performed to determine the CEQA requirements. Page 4 of 5 FINANCIAL CONSIDERATIONS This request complies with the authority levels in the Sanitation District's Purchasing Ordinance. This item has been budgeted (Line item: FY 2016-17 and 2017-2018, Section 8, Page 59) and the project budget is sufficient for the recommended action. ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: • Professional Design Services Agreement • Presentation to Operations Committee 11/01/2017 VP:dm:gc Page 5 of 5 PROFESSIONAL DESIGN SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the 15� day of November, 2017 by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT", and BROWN AND CALDWELL, for purposes of this Agreement hereinafter referred to as "CONSULTANT". WITNESSETH: WHEREAS, the SANITATION DISTRICT desires to engage a CONSULTANT for Digester Gas Facilities Rehabilitation, Project No.J-124; and to provide Design services for improving the digester gas facilities at the SANITATION DISTRICT's both Plant 1 in Fountain Valley, and Plant 2 in Huntington Beach. The work will include upgrading and rehabilitating of the low and high pressure gas facilities at Plant No. 1 and Plant No. 2 including optimization to meet current and future needs such as Air Quality Management District (AQMD) and National Fire Protection Association (NFPA) regulations, and future projected gas production. In addition, some equipment is at the end of its useful life and needs to be evaluated for replaced for reliability purposes 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 a CONSULTANT to perform this work; and, WHEREAS, at its regular meeting on November 15, 2017 the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee pursuant to SANITATION DISTRICT Board of Directors' Ordinance No. OCSD-47 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 and technical 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, completeness, and coordination of all design, drawings, specifications, and other 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 laws, 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. PDSA PROJECT NO.J-124 CONFORMED DIGESTER GAS FACILITIES REHABILITATION Page 1 of 20 B. CONSULTANT is responsible for the quality of work prepared under this Agreement and shall perform its work in accordance with engineering standards in effect for clarity, uniformity, and completeness. CONSULTANT shall respond to all comments, suggestions, and recommendations on the SANITATION DISTRICT's review comment sheets (i.e. DS1, DS2 and DS3). All comments shall be incorporated into the design prior to the next submittal deadline or addressed, in writing, as to why the comment has 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 work is not performed to the satisfaction of the SANITATION DISTRICT and does not conform to the requirements of this Agreement or any applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its designs, drawings, specifications, or other services within the timeframe specified by the Project Engineer/Project Manager. The SANITATION DISTRICT may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. All CAD drawings, figures, and other work shall be produced by CONSULTANTS and Subconsultants using the SANITATION DISTRICT CAD Manual. Conversion of CAD work from any other non-standard CAD 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 approval of the SANITATION DISTRICT. Electronic files shall be subject to an acceptance period of 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 SANITATION DISTRICT. E. The CONSULTANT shall ensure that all plans and specifications prepared, or recommended under this Agreement allow for competitive bidding. The CONSULTANT shall design such plans or specifications so that procurement of services, labor or materials are not available from only one source, and shall not design plans and specifications around a single or specific product, piece of major equipment or machinery, a specific patented design or a proprietary process, unless required by principles of sound engineering practice and supported by a written justification that has been approved in writing by the SANITATION DISTRICT. The CONSULTANT shall submit this written justification to the SANITATION DISTRICT prior to beginning work on such plans and specifications. Whenever the CONSULTANT recommends a specific product or equipment for competitive procurement, such recommendation shall include at least two brand names of products that are capable of meeting the functional requirements applicable to the project. PDSA PROJECT NO.J-124 CONFORMED DIGESTER GAS FACILITIES REHABILITATION Page 2 of 20 F. All professional services performed by the CONSULTANT, including but not limited to all drafts, data, correspondence, proposals, reports, and estimates 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, (b)subsequently becomes publicly known to the CONSULTANT other than through disclosure by the SANITATION DISTRICT. 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 Eleven Million Seven Hundred Seventy Thousand Dollars ($11,770,000). Total compensation to CONSULTANT including burdened labor(salaries plus benefits), overhead, profit, direct costs, and Suboonsultant(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 PDSA PROJECT NO.J-124 CONFORMED DIGESTER GAS FACILITIES REHABILITATION Page 3 of 20 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. 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 the attached hourly rate Schedule 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. Other Direct Costs Other Direct Costs incurred by CONSULTANT and its Contractor due to modifications in scope of work resulting from field investigations and field work required by Contract. These items may include special equipment, test equipment and tooling and other materials and services not previously identified. Refer to attachment"D"Allowable Direct Costs for payment information. H. 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 PDSA PROJECT NO.J-124 CONFORMED DIGESTER GAS FACILITIES REHABILITATION Page 4 of 20 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 http://www.gsa.gov/portal/category/l 04711#. The CONSULTANT shall be responsible for the most economical and practical means of 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. 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 general 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. I. Limitation of Costs If, at any time, CONSULTANT estimates the cost of performing the services described in CONSULTANT's Proposal will exceed seventy-five 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 PDSA PROJECT NO.J-124 CONFORMED DIGESTER GAS FACILITIES REHABILITATION Page 5 of 20 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. 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. CONSULTANT shall allocate costs in the same manner as it would for payment requests as described in this Section of the Agreement. CONSULTANT shall warrant and certify the accuracy of these costs and understand that submitted costs are subject to Section 11 -AUDIT PROVISIONS. B. CONSULTANT may submit monthly or periodic statements requesting payment for those items included in Section 2- COMPENSATION hereof in the format as required by the SANITATION DISTRICT. Such requests shall be based upon the amount and value of the work and services performed by CONSULTANT under this Agreement and shall be prepared by CONSULTANT and accompanied by such supporting data, including a detailed breakdown of all costs incurred and project element work performed during the period covered by the statement, 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 on a per-project-element basis. 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 it. The percentage of the work accomplished for each project element. He may, at his discretion, 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 each project element or the project in its entirety. PDSA PROJECT NO.J-124 CONFORMED DIGESTER GAS FACILITIES REHABILITATION Page 6 of 20 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. 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, 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 ten thousand dollars ($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 e) 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. 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, PDSA PROJECT NO.J-124 CONFORMED DIGESTER GAS FACILITIES REHABILITATION Page 7 of 20 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. B. 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. C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to the SANITATION DISTRICT and/or general public upon request, provided the public request is made through the SANITATION DISTRICT, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations. D. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulation Section 16461(e). 6. DOCUMENT OWNERSHIP—SUBSEQUENT CHANGES TO PLANS AND SPECIFICATIONS A. Ownership of Documents for the Professional Services performed. All documents, including but not limited to, original plans, studies, sketches, drawings, computer printouts and disk files, and specifications 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 plans or specifications, 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. C. SANITATION DISTRICT provided information and services. The SANITATION DISTRICT shall furnish the CONSULTANT available studies, reports and other data pertinent to the CONSULTANT's services; obtain or PDSA PROJECT NO.J-124 CONFORMED DIGESTER GAS FACILITIES REHABILITATION Page 8 of 20 authorize the CONSULTANT to obtain or provide additional reports and data as required; furnish to the CONSULTANT services of others required for the performance of the CONSULTANT's services hereunder, and the CONSULTANT shall be entitled to use and rely upon all such information and services provided by the SANITATION DISTRICT or others in performing the CONSULTANT's services under this AGREEMENT. 7. 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 accept State Compensation Insurance Fund, for the required policy of Worker's 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: Two Million Dollars ($2,000,000) per occurrence with Two Million Dollars ($2,000,000) aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, products liability/completed operations (including any product manufactured or assembled), broad form property damage, contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, vicarious 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 PDSA PROJECT NO.J-124 CONFORMED DIGESTER GAS FACILITIES REHABILITATION Page 9 of 20 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. Automotive/Vehicle 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. E. Drone Liability Insurance If a drone will be used, drone liability insurance must be maintained by CONSULTANT in the amount of One Million Dollars ($1,000,000) in a form acceptable by the SANITATION DISTRICT. F. 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. G. 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 Ten Million Dollars ($10,000,000)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 PDSA PROJECT NO.J-124 CONFORMED DIGESTER GAS FACILITIES REHABILITATION Page 10 of 20 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. H. 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. CONSULTANT shall provide the SANITATION DISTRICT with access to copies of its insurance certificates and amendatory endorsements affecting coverage at its regional office in Irvine, California during normal working hours. Confidential information may be redacted from said policies, provided that verification of coverage may not be redacted. Said policies and endorsements shall conform to the requirements herein stated. 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 or equivalent 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. PDSA PROJECT NO.J-124 CONFORMED DIGESTER GAS FACILITIES REHABILITATION Page 11 of 20 I. 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 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, 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. J. 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. K. Separation of Insured All liability policies shall contain a "Separation of Insureds" clause. L. 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. M. 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. The SANITATION DISTRICT will not invoke the option expressed in this paragraph unless it has reasonable cause to question CONSULTANT's financial strength. PDSA PROJECT NO.J-124 CONFORMED DIGESTER GAS FACILITIES REHABILITATION Page 12 of 20 N. Defense Costs Liability policies (except Errors and Omissions/Professional Liability)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. O. 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. P. Limits Are Minimums If the CONSULTANT maintains higher limits than any minimums shown above, the SANITATION DISTRICT requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. Nothing in this section, however, requires CONSULTANT in the absence of litigation to reveal its Errors and Omissions/Professional Liability limits beyond that required above in Section 7. 8. SCOPE CHANGES In the event of a change in the Scope of Work, requested by 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. 9. 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 by CONSULTANT. CONSULTANT shall include a description of the scope of work to be done by each Subconsultant and each CONSULTANT's project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Suboonsultant on a per-project-element basis, 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. 10. ENGINEERING REGISTRATION The CONSULTANT's personnel 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 requires the services of a registered engineer, such services hereunder will be performed under the direct supervision of registered engineers. PDSA PROJECT NO.J-124 CONFORMED DIGESTER GAS FACILITIES REHABILITATION Page 13 of 20 11. 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. C. 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. 12. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to make CONSULTANT an employee of the SANITATION DISTRICT. 13. 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. Notices shall be mailed to the SANITATION DISTRICT at: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Natasha Dubrovski, Principal Contracts Administrator Copy: Victoria Pilko, Project Manager PDSA PROJECT NO.J-124 CONFORMED DIGESTER GAS FACILITIES REHABILITATION Page 14 of 20 Notices shall be mailed to CONSULTANT at: BROWN AND CALDWELL 16200 Von Kerman Avenue Suite 400 Irvine, CA 92612 Attention: Dan Bunce, PE, PMP All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other SANITATION DISTRICT's staff must be approved in writing by the SANITATION DISTRICT's Project Manager prior to action from the CONSULTANT. 14. 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. Notice of termination shall be mailed to the SANITATION DISTRICT and/or CONSULTANT in accordance with Section 13- NOTICES. 15. 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, computation and study materials in its files pertaining to the work described in this Agreement, which is requested in writing by the SANITATION DISTRICT. 16. 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. 17. 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 agreements for that party. PDSA PROJECT NO.J-124 CONFORMED DIGESTER GAS FACILITIES REHABILITATION Page 15 of 20 18. 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. 19. ATTORNEYS 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 it may be entitled. 20. PROGRESS REPORTS Monthly progress reports shall be submitted for review by the tenth day of the following month and must include as a minimum: 1) current activities, 2)future activities, 3) potential items that are not included in the Scope of Work, 4) concerns and possible delays, 5) percentage of completion, and 6) budget status. 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). 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: PDSA PROJECT NO.J-124 CONFORMED DIGESTER GAS FACILITIES REHABILITATION Page 16 of 20 (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. 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 SANITATION 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. PDSA PROJECT NO.J-124 CONFORMED DIGESTER GAS FACILITIES REHABILITATION Page 17 of 20 24. CONSULTANT PERFORMANCE The CONSULTANT's performance shall be evaluated by the SANITATION DISTRICT. A copy of the evaluation shall be sent to the CONSULTANT for comment. The evaluation, together with the comments, shall be retained by the SANITATION DISTRICT and may be considered in future CONSULTANT selection processes. 25. 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. 26. 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 this Agreement. Such support must be provided within the timeframe requested by the SANITATION DISTRICT. 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. PDSA PROJECT NO.J-124 CONFORMED DIGESTER GAS FACILITIES REHABILITATION Page 18 of 20 27. 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. 28. COST ESTIMATES The CONSULTANT has no control over the cost of labor, materials, equipment or services furnished by others, or over the construction contractor's methods of determining prices, or other competitive bidding or market conditions, practices or bidding strategies. CONSULTANT shall use best engineering practices along with experience and judgment, utilizing current local costs of labor, materials, equipment or services to prepare cost estimates. CONSULTANT cannot and does not guarantee that proposals, bids, actual Project construction, operation and/or lifecycle costs will not vary from cost estimates prepared by CONSULTANT. 29. THIRD PARTIES This Agreement is entered into by and for the SANITATION DISTRICT and the CONSULTANT, and nothing herein is intended to establish rights or interests in individuals or entities not a party hereto. PDSA PROJECT NO.J-124 CONFORMED DIGESTER GAS FACILITIES REHABILITATION Page 19 of 20 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: BROWN AND CALDWELL By Date Printed Name &Title ORANGE COUNTY SANITATION DISTRICT By Gregory C. Seboum, PLS Date Chair, Board of Directors By Kelly A. Lore Date Clerk of the Board By Marc Dubois Date Contracts, Purchasing and Materials Management Manager Attachments: Attachment"A" Scope of Work Attachment"B" Labor Hour Matrix (combined with Attachment"I") Attachment"C" Not Attached Attachment"D" Allowable Direct Costs Attachment"E" Fee Proposal Attachment"F" Not Used Attachment"G" Not Attached Attachment"H" Not Used Attachment"I" Labor Hour Matrix& Cost Matrix and Cost Summary Attachment"J" Not Attached Attachment X' Hourly Rate Schedule of Minor Subconsultants Attachment"L" OCSD Safety Standards PDSA PROJECT NO.J-124 CONFORMED DIGESTER GAS FACILITIES REHABILITATION Page 20 of 20 'lot Digester Gas Facilities Rehabilitation Project No . J - 124 al ��II Operations Committee Award PDSA 1 f Gas Facilities Vital Part of Biosolids Program 11 ' Gas Compressors, Flares, and Treatment 11,000 cfm capacity 1500 hp total Anaerobic Digesters Central Generation Plant 1: 21 mil gal 21 MW Capacity Plant 2: 23 mil gal T Interplant Gas Pipeline WA3.6 miles of 16" pipe Project - ctives • Replace agingequipment • ensure parts• Allow flaring of low availability pressure• Ensure buildings are ` •�— �' 1 •_ sound and code � _ 1 compliant n • Accommodate 9 _`•e•�i+. •jam _ additional gas from ;L food Plant 1 Gas Handling Facilities _ - t � r rt �1*111 � rL • Constructed in 1992 • Building is in good condition, well located • Hazards installing new compressors next to operating units • Study found safe, effective solution Plant 2 Gas Handling Facilities • Constructed in 1983 r- • Compressor Building is Inadequate �J U" C G C' No space available for construction Poorly configured for hazardous ELLJO ( . ; area classification requirements �C Alternative Site Locations • Existing location good, but temporary facility required (time and $$$) • Consultant will evaluate alternatives el A One alternative on an active fault • Significant design differences among alternatives Consultant Selection • Four proposals received, two invited to interview • Brown and Caldwell unanimously selected as most qualified • Strong technical team with similar facility experience • Deep understanding of Plant 1 sequencing challenges • Comprehensive risk strategy and approach Negotiation Approach • 14 meetings over 6 weeks • Reviewed assumptions • Site options & impacts • Potential fault design requirements • Reviewed approach • Optimized meetings • Shifted hours to less expensive roles • Tailored 3D strategy • 100% in buildings • Tunnels where needed only • Reviewed level of effort • Sheet count • Hours per task • Verified overhead and fringe rates Summary of major negotiated changes Decreased: Increased: • Design of temporary facilities • 3D Building Design • Simplified commissioning approach • 3D Scan for Tunnels • Fewer Elec and I&C drawings • Implementation plan details • Meetings and workshops • Modeling for seismic fault Location • Subsurface investigations dependent • Additional tunnels • Additional CEQA and permitting Original Fee Proposal 51,417 $10,517,796 Negotiated Agreement 58,011 $11,770,000 Change +6,597 +$1,252,204 Recommendations : • Approve a Professional Design Services Agreement with Brown and Caldwell to provide engineering design services for the Digester Gas Facilities Rehabilitation, Project No. J-124, for an amount not to exceed $ 11,770,000; and • Approve a contingency of $ 1, 177,000 ( 10%) OPERATIONS COMMITTEE Meeting Date To Bd. Dir. u/ot/v a/tsd/v AGENDA REPORT ern Number Item Number 8 8 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT: SOLE SOURCE PURCHASE OF A TEFC MOTOR CLOSE COUPLED PUMP #2 FOR STEVE ANDERSON LIFT STATION GENERAL MANAGER'S RECOMMENDATION A. Approve a Sole Source Purchase Order Contract to Flo-Systems, Inc. for the purchase of a Totally Enclosed Fan Cooled (TEFC) Motor Close Coupled Pump from Hidrostal for $211,260, delivered, plus applicable sales tax; for the Steve Anderson Lift Station; and B. Approve a contingency for Flo-Systems, Inc. of$21,126 (10%). BACKGROUND The Orange County Sanitation District's (Sanitation District) Steve Anderson Lift Station (SALS) consists of four operating pumps and two spare pumps. The SALS has experienced frequent pump motor failures since the pump station was commissioned almost 10 years ago. Operations and Maintenance Reliability Engineering staff has performed a detailed investigation of the pump failures at SALS and written a report detailing the findings - SALS Root Cause Analysis (RCA) Report. In October 2016, the Board of Directors authorized Staff to purchase and evaluate a Totally Enclosed Fan Cooled (TEFC) motor close coupled to the existing Hidrostal pump (the sixth SALS unit) as an alternative to the existing Hidrostal submersible motor and pump assembly that has proven to be unreliable. Staff worked directly with Hidrostal on the design and installation of this new unit. The new TEFC motor and pump assembly has been in operation for five months and has proven to be very reliable based upon all evaluation criteria. RELEVANT STANDARDS • Meet volume and water quality needs to support GWRS System • Support OCWD expansion of GWRS • Maintain a proactive asset management program • Maintain a culture of improving efficiency Page 1 d 3 PROBLEM One of the five Hidrostal submersible motor/pump assemblies has failed electrically, and must be rebuilt or replaced accordingly. PROPOSED SOLUTION Given the successful demonstration of the first TEFC motor close coupled Hidrostal pump, it is recommended to purchase an additional unit to replace the recently failed motor. Staff is requesting a Sole Source Purchase Order Contract to Flo-Systems, Inc. the sole authorized representative for Hidrostal. TIMING CONCERNS Replacing older pumps with the proven TEFC pumps more quickly will ensure better reliability and consistent, greater output to the GWRS over time. RAMIFICATIONS OF NOT TAKING ACTION Without the purchase of a new TEFC motor/pump assembly, staff will pursue repair of the sixth failed motor at an estimated cost of $95,000. Due to the poor reliability of the Hidrostal submersible motor/pump assembly the unit will likely fail within the next 12-24 months, resulting in subsequent expenditures for repair plus potential impacts to the Sanitation District's ability to meet our Level of Service commitment to GWRS. PRIOR COMMITTEE/BOARD ACTIONS October 2016 -Approved a sole source purchase order agreement with Flo-Systems for one TEFC pump for$184,110 plus a 10% contingency. ADDITIONAL INFORMATION The first installation of the TEFC close coupled motor/pump assembly approved last October has proven to be an effective solution. As a result, maintenance will be transitioning to the TEFC closed coupled assembly for the remaining units and re- evaluate the need for spare units. Staff will develop a transition plan to migrate the remaining units to the more reliable TEFC closed coupled motor/pump assemblies for SAILS and budget accordingly in the next budget cycle, taking into account the remaining asset life and available run time of the recently repaired motor/pump units. CEQA N/A Page 2 of 3 FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted in the FY16/17 and FY17/18 Budget (Line item: Operations and Maintenance Capital Program, Section 8, Page 86). Project contingency funds may be used for this agreement. Date of Auoroval Contract Amount Contingency 11/15/2017 $211,260 $21,126(10%) ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: N/A Page 3 of 3 OPERATIONS COMMITTEE Meeting Date TOBd.Of Dir. u/oi/v a/rs/v AGENDA REPORT emNumber Item Number 9 9 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT: LUBRICATION PROGRAM ASSESSMENT GENERAL MANAGER'S RECOMMENDATION A. Approve a Purchase Order Contract with Noria Corporation for Lubrication Program Assessment, Spec No. CS-2017-821, for an amount not to exceed $189,584; and B. Approve a contingency of$37,917 (20%). BACKGROUND Proper asset lubrication and oil analysis at the Orange County Sanitation District (Sanitation District)is critical to provide reliable process equipment and increase the asset life cycle. Lubrication is the "life blood" of the asset, but, unfortunately, it is often given very little attention. The objective of the comprehensive Lubrication Program Assessment (Assessment) is to improve the reliability and longevity of our assets and reduce life-cycle costs by understanding and applying industry lubrication best practices. RELEVANT STANDARDS • Protection of Orange County Sanitation District assets • Efficiency efforts reduce the cost to provide the current service level or standard • Maintain a proactive asset management program • 24/7/365 treatment plant reliability PROBLEM The most basic and crucial maintenance practice is ensuring that machinery is properly lubricated; lubrication is one of the most important elements that will help preserve the capital investment that the Sanitation District has made, ensuring that equipment operates smoothly and efficiently. The Sanitation District is increasing its focus on reliability maintenance and asset management and the lubrication program is an essential component of this effort. The goal is to determine machine condition, and then make maintenance decisions based on condition and preventing the problems from occurring in the first place. In order to accomplish this objective, an assessment is needed to establish the lubrication program for Sanitation District rotating machinery assets. Page 1 of 3 PROPOSED SOLUTION The Lubrication Assessment will evaluate and establish a baseline program for rotating assets. The main objective is increasing reliability and long term monetary savings by application of lubrication best practices. The Assessment will focus on the following areas of lubrication: lube storage & handling, oil sampling techniques, contamination control, standards & procedures, training, program goals & metrics, and safety and disposal guidelines. RAMIFICATIONS OF NOT TAKING ACTION There would be a delay in implementing lubrication best practices due to staff having to learn these practices through self-research and conference attendance, with the result being decreased reliability and increased cost associated with lesser practices. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION The Consultant will conduct a quantitative assessment, and re-engineer and deploy a database of lubrication best practices on approximately 1300 lubricated rotating equipment assets. Consultant Selection: The Sanitation District requested and advertised for proposals for Lubrication Program Assessment. The requests for proposal were publicly bid and on April 11, 2017 and the Sanitation District received proposals from the following three consultants: • Noria Corporation, • Trico Corporation, and • Rely Supply, LLC On July 13, 2017, a four-member panel reviewed, evaluated, and ranked the proposals based upon the following three categories: Qualifications of Firm; Proposed Staffing and Project Organization; and Work Plan. The Evaluation Team reviewed and ranked each of the proposals in accordance with the evaluation process set forth in the Sanitation District Board of Director's Ordinance No. OCSD47 (Purchasing Ordinancel. After reviewing and scoring the proposals, the three Consultant firms were ranked according to the score achieved. Pursuant to the results of the review, the Evaluation Committee selected Noria Corporation as the top-ranked firm as shown in Table 1. Based on the ranking shown below, Noria Corporation was selected as the most qualified Page 2 of 3 Consultant based upon the strength of their team experience and a well thought out approach. TABLE 1 PROPOSAL EVALUATION Consultant None Trico Rely Supply, Evaluator Corporation Corporation LLC Evaluator 1 1 2 3 Evaluator 2 1 3 2 Evaluator 3 1 2 3 Evaluator 1 2 3 Combined 1 2 3 Rankin CEQA N/A FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted in the FY 2017-18 Division 870 Operating Budget (Line item: Professional and contractual Services, Section 6, Page 92). Date of Approval Contract Amount Continaencv 11/15/2017 $189,584 $37,917(20%) ATTACHMENTS The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.com) with the complete agenda package: N/A Page 3 d 3 ADMINISTRATION COMMITTEE Meeting Date TOBd.Of Dir. u/oe/v a/rs/v AGENDA REPORT emNumber Item Number 2 10 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: GENERAL MANAGER APPROVED PURCHASES AND ADDITIONS TO THE PRE-APPROVED OEM SOLE SOURCE LIST GENERAL MANAGER'S RECOMMENDATION A. Receive and file District purchases made under the General Manager's authority and additions to the pre-approved OEM Sole Source List for the period of July 1, 2017 to September 30, 2017; and B. Approve the following ADDITIONS TO PRE-APPROVED Original Equipment Manufacturer(OEM) SOLE SOURCE LIST: • GRAHAM CORPORATION — Liquid Ring Pump • HOWDEN ROOTS — Aeration Blowers Service (Replaces OEM manufacturer SIEMENS DEMAG DELAVAL TURBOMACHINERY INC. — Name change) BACKGROUND Staff provides the Administration Committee and the Board of Directors quarterly reports of General Manager approved purchases between $50,000 and $100,000 and additions to the pre-approved OEM Sole Source List. The Graham Corporation is the only company in the Orange County Sanitation District's (Sanitation District)area of operation authorized to sell Liquid Ring Vacuum Pumps used on the Steam Turbine electrical generator at Plant No. 2. Howden Roots is the new name of the already approved Sole Source vendor Siemens Demag Delaval Turbomachinery Inc. RELEVANT STANDARDS • Quarterly financial reporting • Ensure the public's money is wisely spent PRIOR COMMITTEE/BOARD ACTIONS December 2016 - Minute Order 12(b) authorized the General Manager to ratify additions or deletions to the OEM Sole Source list on the General Manager's quarterly approved purchases agenda report. Page 1 of 4 ADDITIONAL INFORMATION In accordance with Board purchasing policies, Ordinance No. OCSD-47, the General Manager has authority to approve purchases between $50,000 and $100,000. Below is a summary of General Manager approved purchases, in amounts exceeding $50,000, for the first quarter of fiscal year 2017-18: Vendor Name Amount Department Description/Discussion Sinkhole Repair on Dover Drive, CHARLES KING $7500000 Engineering Associated with Project 5-63 , . g g CO INC Sole Source Justification 1823 Reason: Emergency Replacement Valves for Slater Pump CS-AMSCO $51,945.00 Operations & Station Maintenance Board Approved Sole Source List M.O. 12/14/16, Item 12 DEMARIA Rebuild of Steve Anderson Lift Station ELECTRIC MOTOR $95,500.00 Operations & (SAILS) Pump#3 SERVICES, INC. Maintenance Board Approved Sole Source List M.O. 12/14/16, Item 12 Engineering Software Maintenance Support from 7/20/17 to 7/19/18 EMBARK $90,000.00 Engineering with 4 Optional 1-year Renewal Periods CONSULTING, LLC Sole Source Justification 1758 Reason: OEM Parts/Materials Available from Only One Source INSIGHT PUBLIC Administrative Purchase of 50 HP Elite Tablets SECTOR, INC. $85,727.00 Services Board Approved Cooperative Procurement M.O. 2122/17, Item 14 J R FILANC Operations & Yorba Linda Pump Station Repairs CONSTRUCTION $56.814.00 Maintenance Task Order Bid TOB-2017-886 of Master Service Contract S-2015-700-1 Page 2 of 4 Vendor Name Amount Department Description/Discussion MERCURY Operations & Fleet Strategy Consulting Services ASSOCIATES, INC. $92,020.00 Maintenance 7/10/17 to 12/27/17 Specification No. CS-2017-830 Premier Support for Software, MICROSOFT Administrative Maintenance, and Technical Aid CORPORATION $75,355.00 Services 9/18/17 to 9/17/18 Board Approved Sole Source List M.O. 12/14/16, Item 12 MOTOROLA 431 Administrative Purchase of 65 Motorola Radios SOLUTIONS $83, .68 Services Board Approved Cooperative Procurement M.O. 4/26/17, Item 11 NTH GENERATION 735 Administrative Purchase of 5 HP Servers COMPUTING INC $57, .05 Services Board Approved Cooperative Procurement M.O. 2122/17, Item 14 ORANGE COUNTY 1/25/17 to 3/31/18 General Bottling GWRS Water for Outreach WATER DISTRICT $63,000.00 Manager's Board Approved Agreement Office M.O. 1/25/17, Item 8 PAPE MATERIAL Operations & Purchase of 1 Genie Boom Lift for Fleet HANDLING INC $97,368.00 Maintenance Board Approved Cooperative Procurement M.O. 9/27/17, Item 12 Replace Generator Parts and Perform QUINN POWER g84 230 29 Operations & Load Bank Test SYSTEMS Maintenance Sole Source Justification 1830 Reason: Emergency Page 3 d4 Vendor Name Amount Department Description/Discussion STANDARD WonderWare Data Management Software AUTOMATION AND $68,356.75 Administrative 8/30/17 to 11/15/18 CONTROL LP Services Board Approved Sole Source List M.O. 12114/16, Item 12 Air Quality Support-Voluntary Risk YORKE Environmental Reduction Plan Development and Health ENGINEERING LLC $75,690.00 Services Risk Assessments Update Sole Source Justification 1804 Reason: Unique Product/Service FINANCIAL CONSIDERATIONS N/A ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.corn with the complete agenda package: N/A Page 4 of 4 ADMINISTRATION COMMITTEE Meeting Date TOBd.Ot Dir. 11/08/17 11/IS/17 AGENDA REPORT emNumber Item Number 3 11 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: CONSOLIDATED FINANCIAL REPORT FOR FIRST QUARTER ENDED SEPTEMBER 30, 2017 GENERAL MANAGER'S RECOMMENDATION Receive and file the Orange County Sanitation District First Quarter Financial Report for the period ended September 30, 2017. BACKGROUND Included in this consolidated report are the following quarterly financial reports for the period ended September 30, 2017: First Quarter Budget Review The Budget Review Summary provides the Directors, staff, and general public with a comprehensive overview of the financial results of the Orange County Sanitation District (Sanitation District) through the first quarter ended September 30, 2017. • Quarterly Treasurer's Report This section reports on financial portfolio performance with respect to the Sanitation District's funds. Both Long-Term and Liquid Operating Monies Portfolios are summarized. A performance summary table can be found on page 2 of this section. The report also contains information on the U.S. and global economic outlook from the Sanitation District's investment manager, Chandler Asset Management. • Certificates of Participation Quarterly Report The report includes a summary of each outstanding debt issuance and a comparative chart illustrating the COP rate history. RELEVANT STANDARDS • Quarterly financial reporting ADDITIONAL INFORMATION The quarterly treasurer's report contained within the Consolidated Financial Reports for the First Quarter Ended September 30, 2017 is being submitted in accordance with the Sanitation District's investment policy that requires the report be submitted to the governing body following the end of each quarter and includes the following information: Page 1 d 3 • Performance results in comparison with the 3-month treasury bill index for the liquid operating portfolio; and the Merrill Lynch Corp./Govt. 1-5 Year Bond index for the long term portfolio as identified in the investment policy; and the time-weighted total rate of return for the portfolio for the prior three months, six months, nine months, twelve months, and since inception compared to the Benchmark returns for the same periods: Portfolio Performance Summary Quarter Ended September 30,2017 Liquid Operating Monies(%) Long-Tenn Operating Monies(%) Total Rate Total Rate of of Return Benchmark Return Benchmark 3 Months 0.26 0.26 0.42 0.38 6 Months 0.47 0.47 0.88 0.86 9 Months 0.61 0.57 1.40 1.34 12 Months 0.73 0.66 0.55 0.27 Annualized Since inception 30 Nov 2014 0.47 0.34 1.24 1.19 • 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 $49.4 M $332.8 M MV $49.5 M $333.2 M • Modified duration of the portfolio compared to Benchmark: Liquid Oper. Long-Term B.M. 0.16 2.60 Port. 0.17 2.44 • Dollar change in value of the portfolio for a one-percent (1%) change in interest rates: Liquid Oper. — $82,732 Long-Term — $8,121,810 • None of the portfolios are currently invested in reverse repurchase agreements. • The percent of the Liquid Operating Monies portfolio maturing within 90 days: 62.8% • Average portfolio credit quality: Liquid Oper. —AA+/Aa1 Long-Term —AA/Aa1 Page 2 of 3 • Percent of portfolio with credit ratings below "A" by any rating agency, and a description of such securities: • Liquid Portfolio— no exceptions Long Term Portfolio— Percent of portfolio- 3.2% 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, except for the following Lehman Brothers holdings that the District is pursuing collection through the bankruptcy court: Lehman Brothers Note-Defaulted $ 600,000 par value purchased 9/19/2008 Lehman Brothers Note-Defaulted $2,000,000 par value purchased 9/18/2008 • Sufficient funds are available for the Sanitation District to meet its operating expenditure requirements for the next six months. CEQA N/A FINANCIAL CONSIDERATIONS N/A ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: • Consolidated Financial Reports for the First Quarter Ended September 30, 2017 Page 3 of 3 r� a I y v,P 1 AV 1 Orange County Sanitation District First Quarter Y _ Financial Report for the period ended September 30, 2017 Omnge County, California Table of Contents ExecutiveSummary...................................................................................................1 Budget Review Section 1 —Consolidated Financial Reports..........................................................................1 Section 2—Operating Budget Review Chart of the Cost per Million Gallons by Department—Budget and Actual..............1 Chart of the Net Expenses by Major Category— Budget and Actual........................1 Divisional Contributions to Cost Per Million Gallons ................................................2 Comparison of Expenses by Department.................................................................3 Summary of Collection, Treatment, and Disposal Expenses by Major Category.....4 Summary of District-Wide Revenues .......................................................................5 Summary of Collection, Treatment and Disposal Revenues....................................5 Summary of Collection, Treatment, and Disposal Expenses by Line Item...............6 Summary of Collection, Treatment, and Disposal Expenses by Process.................8 Chartof Staffing Trends...........................................................................................9 Section 3—Capital Improvement Program Budget Review Capital Improvement Program Graphs by Type and Funding Source......................1 Summary of Capital Improvement Construction Requirements- Current Year........2 Summary of Capital Improvement Construction Requirements - Project Life..........6 Section 4—Capital Assets Schedule & Debt Service Budget Review CapitalAssets Schedule ..........................................................................................1 Debt Service Budget Review....................................................................................1 Section 5—Self Insurance Budget Review General Liability and Property Fund Budget Review................................................1 Workers' Compensation Fund Budget Review.........................................................2 Quarterly Treasurers Repo rt........................................................................................1 QuarterlyCOP Reoort.................................................................................................1 FY 2017-18 First Quarter Financial Report This Page Intentionally Left Blank Executive Summary Consolidated Financial Reports For the First Quarter Ended September 30, 2017 Included in this consolidated report are the following quarterly financial reports for the period ended September 30, 2017: First Quarter Budget Review: The Consolidated Financial Reports Section provides the Directors, staff, and the general public with a comprehensive overview of the financial results of the Sanitation District through the first quarter ended September 30, 2017. Contained within the Consolidated Financial Reports is the budget-to-actual status of the Collections, Treatment and Disposal Operations, the Capital Improvement Program, the Self-Insurance Program, and Debt Service Outlays. Also included is a Capital Assets Schedule as of September 30, 2017. Various detail information can be found in this report. In summary: a) Most major expense categories are anticipated to be at or below budget. b) Total revenues are at 4.5 percent mainly due to the timing of property tax and sewer fee distribution from the County that occurs mostly after the first quarter. These two revenue sources make up 87.6 percent of the District's total budgeted revenue. Except for Service Fees, Property Taxes, and IRWD Capital Assessments, all other major revenue sources are currently tracking close to or exceeding revenue estimates. Overall, total revenues are projected to exceed budget at year-end. More detailed information on District revenues is provided within Section 1 — Pages 3 through 5. c) Collection, Treatment and Disposal Costs: As indicated within the Consolidated Financial Reports Section of this report, the net operating requirements through the first quarter of $35.5 million is currently tracking at 23.4 percent of the $151.9 million budget. In addition, net operating expenses have increased $2.8 million or 8.6 percent in comparison with the same period last year. Overall, staff expects the total operating costs to remain within budget throughout the remainder of the year. More detailed information on District operating expenses is provided within Section 1- Pages 1 through 3. The total cost per million gallons is approximately $2,050 based on flows of 188.3 million gallons per day. This is $200 per million gallons, or 8.9 percent lower than the budgeted cost per million gallon per day. A further description of these costs and benchmarking with other agencies is contained within Section 1 — Pages 6 through 8. Page 1 FY 2017-18 First Quarter Review d) The total projected capital outlay cash flow of the Capital Improvement Program (CIP) for FY 2017-18 has been revised to $126.4 million, or 75.7 percent of the board approved cash outlay of$167.0 million. The actual cash outlay spending through the first quarter is $19.4 million, or 11.6 percent of the total budgeted outlay. More detailed information on the CIP budget review can be found in Section 3. • Quarterly Treasurer's Report This section reports on financial portfolio performance with respect to the Sanitation District's funds. Both Long-Term and Liquid Operating Monies Portfolios are summarized. A performance summary table can be found on page 2 of this section. The report also contains information on the national economic outlook from the Sanitation District's money manager, Chandler Asset Management (Chandler). Chandler notes that the Long-Term Portfolio quarterly return of 42 basis points modestly outperformed the Bank of America Merrill Lynch 1-5 year AAA-A U.S. Corporate and Government Index return of 38 basis points, while the Liquid Operating Monies Portfolio quarterly return matched the three-month Treasury Bill index return benchmark of 26 basis points. Chandler further notes that the Federal Open Market Committee (FOMC) left the target federal funds range of 1.00%-1.25% unchanged at the September 19-20 meeting. However, the Committee began its balance sheet normalization program this month. The process of unwinding the Fed's $4.5 trillion balance sheet is beginning gradually by allowing $6 billion per month in Treasury securities and $4 billion per month in mortgage-backed and agency securities to roll off the balance sheet. Over time, the amounts will slowly increase to $30 billion per month in Treasury securities and $20 billion per month in mortgage- backed and agency securities. The Fed's updated economic projections still indicate one more rate hike before year-end is expected. However, the Fed lowered its median longer-run fed funds rate projection to 2.8% from 3.0%, and the median 2018 inflation forecast was lowered slightly suggesting that the Committee believes inflation may remain below the Fed's 2.0% target until 2019. GDP grew by 3.1% in the second quarter, following growth of 1.2% in the first quarter. The consensus forecast currently calls for GDP growth of about 2.6% in the third quarter and 2.4% in the current quarter. Chandler believes economists may trim their estimates for third quarter GDP growth, to reflect disruptions caused by Hurricanes Harvey and Irma. Tax reform or fiscal stimulus may ultimately help fuel stronger economic growth, but the timing and magnitude of such programs remains uncertain. The Treasury yield curve steepened in September, partially reversing some of the curve flattening that has happened year-to-date. The 2-year Treasury yield increased 16 basis points in September to 1.48% and the 10-year Treasury yield increased about 22 basis points to 2.33%. On a year-to-date basis, the 2-year Page 2 Executive Summary Treasury yield increased 29 basis points and the 10-year Treasury yield declined 11 basis points. The Consumer Price Index (CPI) was up 1.9% year-over-year in August, versus up 1.7% year-over-year in July. Core CPI (CPI less food and energy) was up just 1.7% year-over-year in August, unchanged from the prior month. The Personal Consumption Expenditures (PCE) index was up 1.4% year-over-year in August, unchanged from June or July. Core PCE (excluding food and energy) was up just 1.3% year-over-year in August, versus up 1.4% year-over-year in July. Inflation remains below the Fed's 2.0% target. Economic Outlook Traditional monetary policy was stable during the quarter as the Federal Open Market Committee (FOMC) left the federal funds rate unchanged at a range of 1.00% to 1.25% during the third quarter. Notably, the FOMC formally announced its well telegraphed plan to being the process of balance sheet normalization. The process of unwinding the Fed's $4.5 trillion balance sheet is beginning gradually by allowing $6 billion per month in Treasury securities and $4 billion per month in mortgage-backed and agency securities to roll off the balance sheet; the amount will increase by $10 billion per quarter, in the same 60/40 ratio, with the amount being capped at $50 billion per month over the next five quarters. The Fed provided updated economic projections in September, which indicate another rate hike before year-end is expected. However, the Fed lowered its median longer- run fed funds rate projection to 2.8% from 3.0%. The Chandler team is forecasting the terminal Fed Funds rate at equilibrium will be low, and expects the Fed's forecast to gradually compress over the coming quarters. The Fed's other economic projections were little changed in September, although the median 2018 inflation forecast was lowered slightly, suggesting that the FOMC now thinks inflation may remain below the Fed's 2.0% target until 2019. Risk markets continued to perform well during the third quarter, as equity prices were higher and investment grade corporate spreads tightened. The demand for high quality spread product in the fixed income markets remains robust, and Chandler does not anticipate market dynamics changing in the upcoming quarter. Beyond the upcoming quarter, however, they believe several policy developments have the potential to impact market valuations. Tax reform and the likely repatriation of monies back to the United States has the potential to lessen the demand for high quality fixed income assets, a development the team would welcome. Additionally, although the contraction of the Federal Reserve's balance sheet is quite modest, as the amounts increase in 2018, the term premium embedded in the Treasury curve is likely to come under pressure. • Quarterly Certificates of Participation (COP) Report The report includes a summary of each outstanding debt issuance and a comparative chart illustrating the COP rate history. Page 3 FY 2017-18 First Quarter Review This Page Intentionally Left Blank Page 4 Consolidated Financial Reports First Quarter Financial Report September 30, 2017 Financial Management is pleased to present the FY 2017-18 first quarter financial report. This report provides a comprehensive overview of the financial condition of the Sanitation District and reports on the status of all capital projects in progress. A summary of the sections contained within this report is provided below. Operating Budget Review., This section reports on collection, treatment and disposal net operating requirements. At September 30, 2017, 23.4 percent, or $35.5 million of the FY 2017-18 net operating budget of $151.9 million has been expended. Net operating expenses increased from the same period last year by $2.8 million, or 8.6 percent, mainly due to an increase of $1.2 million in Salaries and Benefits, $533,000 in Repairs and Maintenance, $472,000 in Contractual Services, $325,000 in Administrative Expenses, $302,000 in Professional Services, $257,000 in Other Operating Supplies, $110,000 in Utilities, $41,000 in Other Non-Operating Expenses, $31,000 in Research and Monitoring, and $28,000 in Printing and Publication. These increases to net operating expenses have been partially offset by decreases of$65,000 in Operating Materials and Supplies and an increase of $414,000 in indirect costs allocated out to capital projects. These and other variances that factor into this net decrease in expenses are discussed in more detail below. Overall, staff expects the total operating costs to remain at or slightly below budget throughout the remainder of the year. Significant operating results as of September 30, 2017 include the following: • Salaries. Wages and Benefits — Personnel costs of$22.0 million are on target at 23.6 percent of budget through the first quarter of FY 2017-18. Although the budget is based on a 5 percent vacancy factor, staffing is 51 full-time equivalents (FTE's), or 8.0 percent below the total 635 FTE's approved in the FY 2017-18 budget. Salary and benefit costs are $1.2 million or 5.9 percent higher than the $20.8 million incurred in the same period last year, mainly due to an increase of$1.2 million in salaries and wages due to a budgeted increase in FTE's of 8 or 1.3 percent and cost of living adjustments included in the new Memorandums of Understanding for all employee bargaining units. Net operating personnel costs are expected to approximate budget throughout the remainder of the year. • Administrative Expenses — Administrative Expenses totaled $644,000, or 32.3 percent of the $2.0 million budget through September 30. These costs are $325,000 or 101.6 percent higher at September 30 in comparison with the prior year mainly due to an increase of $296,000 in purchases of small computer items, primarily HP tablets and portable two-way radios. It is anticipated that the administrative costs will approximate budget at year-end. Section 1 - Page 1 FY 2017-18 First Quarter Report • Printing and Publication Expenses — Printing and Publication Expenses totaled $79,000, or 19.6 percent of the $404,000 budget through September 30. These costs are $28,000 or 55.0 percent higher at September 30 in comparison with the prior year, mainly due to an increase of $29,000 in notices and ads for career recruitment. It is anticipated that the printing and publication costs will be below budget at year-end • Training and Meetings — Training and meetings of $184,000 are below target at 14.7 percent of the $1.3 million budget. This account is lower than the proportionate budget due to the timing and need for training throughout the year. These costs have decreased over the same period last year by $27,000 or 12.7 percent, primarily due to Total Productive Maintenance Certification Program costs incurred in the prior period. Total training and meeting costs are anticipated to be below budget at year-end. • Operating Materials and Supplies — Operating materials and supplies of $3.9 million is on target at 25.1 percent of the $15.7 million budget through September 30. Operating Materials and Supplies have decreased from the prior year by $65,000 or 1.6 percent, primarily due to decreases in Chemical Coagulants of $90,000, Gasoline, Diesel and Oil of $27,000, and Safety Equipment of $17,000, offset by increases in Odor Control of $66,000. The decreases are mainly brought about by chemical process optimization, a decrease in unit costs, and a decrease of purchases for tools and equipment from the prior year. Based on current processes, operating materials and supplies are anticipated to approximate budget at year-end. • Contractual Services — Contractual services is on target at $6.1 million or 24.9 percent of the $25.5 million budget through September 30. Solids Removal costs, budgeted at $15.9 million, comprise the majority of this expense category. With a decrease of $553,000 or 12.3 percent lower than the prior year, due to renegotiation of composting contract rates, solids removal costs totaled $3.9 million, or 24.7 percent of budget at September 30. Overall, Contractual Services is higher by $472,000 or 8.4 percent over the same period last year. Other Contractual Services increased by $396,000 due to an increase in preventive maintenance services for the Civil Assets Management Program (CAMP), and Temporary Services increased by $387,000 due to position vacancies. In addition, Security Services increased by $255,000 due to heighted security and the addition of armed patrol services at both plants. These increases were offset by decreases of $21,000 in Oxygen due to prior period flows diverted from plant 2. County Service Fees totaled only $9,000, or 1.4 percent of the $659,000 budget through the first quarter as the preponderance of these fees are always billed by the County in the fourth quarter. Total contractual services costs are anticipated to approximate budget at year-end. • Professional Services — Professional services costs totaled $821,000 or 16.6 percent of the $4.9 million budget through September 30. Professional service costs, such as Engineering, Environmental Scientific Consulting, and Other Section 1 - Page 2 Consolidated Financial Reports Services, are proportionately low through September 30 due to a variety of factors such as timing of services needed, services being in the planning or request for proposal stage, the need for the service being re-evaluated, or utilization of internal staffing for projects. These costs are $302,000 or 58.2 percent higher at September 30 in comparison with the prior year mainly due to increases of $194,000 in legal services and $142,000 in other services, offset by a decrease of $41,000 in industrial hygiene services due to timing of services performed. It is anticipated that the costs for this category will be below budget at year-end. • Research and Monitoring — Research and monitoring costs totaled $184,000, or 21.0 percent of the $872,000 budget through September 30. These costs are $31,000, or 20.5 percent higher at September 30 in comparison with the prior year, mainly due to an increase in environmental monitoring and research costs. Total Research and Monitoring costs are anticipated to approximate budget at year- end. • Repairs and Maintenance — Repair and maintenance costs totaled $3.9 million, or 23.9 percent of the $16.2 million budget through September 30. These costs are $533,000, or 16.0 percent higher at September 30 in comparison with the prior year, mainly due to newly required service maintenance agreements. It is anticipated that the costs for this category will approximate budget at year- end. • Utilities — Utilities costs totaled $2.0 million, or 25.4 percent of the $7.9 million budget through September 30. These costs are $110,000 or 5.8 percent higher at September 30 in comparison with the prior year, primarily due to an increase in electricity charges of $86,000 and natural gas charges of $32,000 as a result of a Plant 2 CenGen shutdown as well as a new operating strategy implemented to reduce utility-provided electricity. It is anticipated that the costs will approximate budget at year-end. • Other Operating Supplies — Other operating supplies costs totaled $756,000, or 23.0 percent of the $3.3 million budget through September 30. Property and General Liability Insurance comprise the majority of this expense category. These costs are $250,000 or 90.0 percent higher at September 30 in comparison with the prior year primarily due to an increase in budgeted in-lieu premium charges in order to maintain recommended reserve balances. It is anticipated that the costs will approximate budget at year-end. • Revenues— Service Fees and Property Taxes —Through September 30, revenues from service fees are at <$66,000>, or <0.0> percent of budget and property taxes are $2.5 million, or 2.7 percent of budget. These items comprise the majority of the Sanitation District's revenues and are mostly collected by the County through the property tax roll and distributed to the Sanitation District throughout the year based on a set distribution schedule that begins in November of each year. The negative sewer service fee revenue of $66,000 is attributable to no sewer service fee apportionments having been scheduled or received from the County Section 1 - Page 3 FY 2017-18 First Quarter Report through the first quarter while $66,000 sewer service rebates had been issued for overcharges in prior years. This deficit in sewer service fee revenues is $305,000, or 82.2 percent less than the prior year due to a decrease in user fee rebates issued in the current period. An increase of$70,000 or 2.8 percent in property tax revenues over the prior period is due to an increase of approximately 2.0 percent in assessed property values and higher construction activities. These revenues are expected to approximate budget at year-end. • Revenues — Permittee User Fees — Permittee User Fees are at $4.5 million, or 34.6 percent of the $12.9 million budget. The higher revenues are due to an increase in the strength of the discharge from the permittees. The number of permittees fluctuates from year to year as businesses are established or close their operations. It is estimated that the permittee user charges will exceed budget at year-end. • Revenues — Inter District Sewer Use — SAWPA and SBSD — Inter District Sewer revenues - SAWPA and SBSD are at $700,000, or 21.5 percent of the $3.3 million budget. This revenue is derived from charges to the Santa Ana Watershed Protection Agency (SAWPA) and Sunset Beach Sanitary District (SBSD) for treatment of flows. These revenues are expected to approximate budget at year-end. • Revenues — Intra District Sewer Use — IRWD — Intra District Sewer revenues- IRWD are at $1.1 million, or 24.2 percent of the $4.6 million budget. This revenue is derived from charges to the Irvine Ranch Water District (IRWD) for treatment of flows. The revenues through the first quarter are higher than the same period last year by $91,000 or 9.0 percent, mainly due to an increase in unit costs of operation and maintenance charges to IRWD. These revenues are expected to approximate budget at year-end. • Revenues - Sludge Disposal — IRWD — Sludge Disposal fees - IRWD are at $2.9 million, or 50.0 percent of the $5.9 million budget. The revenue is for the handling, treatment and disposal of solids, derived from flows discharged from IRWD to the Sanitation District. The revenues through the first quarter are higher than the same period last year by $444,000 or 17.8 percent, mainly due to an increase in the unit costs and volume of solids processed by OCSD on behalf of IRWD. The quarterly billing to IRWD is based on estimates. These revenues are expected to exceed budget at year-end. • Revenues — Capital Assessments — IRWD and Other Agencies — Capital Assessments-IRWD and Other Agencies are at $437,000, or 8.1 percent of the $5.4 million budget. The revenues through the first quarter are higher than the same period last year by $108,000 or 32.7 percent mainly due to an increase in joint capital costs allocable to IRWD. It is estimated that the capital assessments will be below budget at year-end. • Revenues — Capital Facilities Capacity Charges (CFCC) — CFCC are at $4.6 million, or 46.2 percent of the $9.9 million budget. The revenues through the first Section 1 - Page 4 Consolidated Financial Reports quarter are higher than the same period last year by $423,000 or 10.2 percent due to more supplemental capital facilities capacity charges from industrial dischargers than at this time last year, offset by decreased construction activity. These revenues are expected to exceed the budget at year-end. • Revenues — Interest Earnings — Interest Earnings are at $1.8 million or 21.1 percent of the $8.4 million budget. The revenues through the first quarter are higher than the same period last year by $1.1 million or 154.7 percent due to higher yields earned on investments and higher cash and investment balances. It is estimated that the interest earnings will approximate the budget amount at year-end. • Revenues — CIP Reimbursements — CIP Reimbursements are at $671,000 or 31.5 percent of the $2.1 million budget. These revenues consist of reimbursements for construction projects, which were not received during the same period last year. These revenues are expected to exceed budget at year-end. • Revenues — Wastehauler — Wastehauler revenues are at $164,000 or 20.5 percent of the $800,000 budget. This revenue is derived from fees charged to wastehaulers allowing them to dump waste into the Sanitation District's system. These revenues are expected to approximate budget at year-end. • Revenues — CNG Sales — CNG Sales revenues are at $109,000 or 25.9 percent of the $420,000 budget. This revenue is derived from public sales at the District's Compressed Natural Gas (CNG) fueling station. The revenues through the first quarter are higher than the same period last year by $1,000 or 1.0 percent. These revenues are expected to approximate budget at year-end. Section 1 - Page 5 FY 2017-18 First Quarter Report Comparison of First Quarter Cost per Million Gallon Results with Budget Last Five Years 2,300 2,250 2,200 2,150 2,100 2,050 2,000 o a 1,950 �.sas t975 1,900 1,850 1,800 1,750 1,700 1,650 1.600 1,550 1,500 13-74 14-15 15-18 18-17 17-18 1st Annual 1st Annual 1st Annual 1st Annual 1st Annual Qtr Budget Otr Budget Otr Budget Otr Budget Oa Budget As demonstrated in the preceding graph for each of the last four fiscal years, the cost per million gallons at the end of the first quarter has been between 3.4 percent to 11.3 percent lower than the annual budget. The FY 2017-18 first quarter is 8.9 percent lower when compared with this year's budget. The variance from previous years is primarily due to a decrease in operating expenses, which are 8.6 percent lower than the same period last year and an increase in flows, which are 1.9 percent higher than the same period last year. Staff believes that overall operating costs will be below budget at year- end. The total cost per million gallons at September 30 is $2,050 based on flows of 188.3 million gallons per day. This is $200 per million gallons, or 8.9 percent, lower than the budgeted cost per million gallons of $2,250. There is an inverse relationship between the amount of flows and the cost per unit of collection, treatment, and disposal. Consequently, the lower cost per million gallons is due to net expenses being 6.5 percent less than the proportionate budget through September 30 and flows of 188.3 million gallons per day being 1.8 percent higher than the budgeted flow of 185 million gallons per day. More detailed information on operating revenues, costs, and related information is provided within Section 2. Section 1 - Page 6 Consolidated Financial Reports Following are data tables showing the last five years of Single Family Residential User Fees (SFR) and the cost per MG to collect, treat, and dispose of wastewater for OCSD and for similar agencies. The agencies used in the table were determined to be those that most closely resembled OCSD in terms of services provided and treatment levels. The summaries demonstrate that OCSD's SFR and cost per million gallons are each one of the lowest in their respective group. Benchmark Study Five-Year Single Family Residential Rate Rates as of July 2013 2014 2015 2016 2017 Agency SFR SFR SFR SFR SFR Notes San Francisco $ 701.40 $ 744.83 $ 784.44 $ 842.14 $ 937.44 City of San Diego $ 572.58 $ 572.58 $ 572.58 $ 572.58 $ 572.58 Note 5 Central Contra Costa Sanitary District $ 405.00 $ 439.00 $ 471.00 $ 503.00 $ 530.00 City of Los Angeles $ 409.20 $ 435.40 $ 464.04 $ 494.77 $ 526.58 Note 1 Vallejo Sanitation/Flood Control District $ 507.48 $ 520.20 $ 520.20 $ 520.20 $ 520.20 Sacramento County $ 312.00 $ 348.00 $ 384.00 $ 420.00 $ 432.00 Dublin San Ramon SerHces District $ 355.44 $ 372.96 $ 382.38 $ 382.38 $ 397.38 Union Sanitary District $ 337.76 $ 357.02 $ 377.00 $ 380.05 $ 393.35 East Bay MUD $ 331.10 $ 358.14 $ 355.18 $ 372.50 $ 390.52 City of Hayward $ 327.24 $ 337.08 $ 347.16 $ 357.60 $ 375.48 Orange County Sanitation District $ 308.00 $ 316.00 $ 322.00 $ 327.00 $ 331.00 City of Fresno $ 309.00 $ 309.00 $ 309.00 $ 309.00 $ 309.00 Note 4 IMne Ranch Water District $ 220.80 $ 246.00 $ 288.60 $ 309.00 $ 309.00 Note 2 Oro Loma Sanitary District $ 195.00 $ 200.00 $ 206.00 $ 221.00 $ 238.00 Los Angeles County $ 150.00 $ 151.00 $ 155.00 $ 159.00 $ 163.00 Note 3 Notes: (1)-Data is for the typical SFR customer rate and is not the average rate. (2)-Data represents the usage of 10 hundred cubic feet per unit. (3)-Data for 2013 and 2014 has been revised to remove ad valorem monies that were inadvertently included. (4)-Data represents the minimum SFR rate not including flow. (5)-Data represents the base sewer fee plus the average usage of 9 hundred cubic feet per month. Section 1 - Page 7 FY 2017-18 First Quarter Report Benchmark Study Five-Year Cost per MG FY 11-12 FY 12-13 FY 13-14 FY 14-15 FY 15-16 Agency Svc.Trt. Cost]MG Cost/MG CosVMG Cost/MG CosVMG Notes Central Contra Costa Sanitary District B 4 $4,203.43 $4,621.84 $5,778.43 $6,280.58 $6,453.65 Vallejo SanitatiordFlood Control District B 3 $5,176.00 $5,435.00 $6,153.00 $5,590.00 $5,396.00 San Francisco B 3 $4,778.96 $5,006.74 $5,400.28 $5,357.97 $5,268.23 Note 1 Union Sanitary District B 3 $3,267.06 $3,805.40 $3,832.47 $3,910.73 $3,957.08 City of San Diego B 2 $3,242.30 $3,340.35 $3,156.43 $3,591.69 $3,171.51 Dublin San Ramon Services District B 3 $2,009.57 $2,159.49 $2,506.60 $2,522.00 $2,895.95 East Bay MUD T 4 $2,320.02 $2,359.40 $2,559.18 $2,727.97 $2,598.53 Sacramento County T 3 $3,312.50 $2,143.16 $2,375.47 $2,494.40 $2,571.14 Note City of Los Angeles B 4 $1,935.00 $2,062.00 $2,163.00 $2,269.00 $2,452.00 Orange County Sanitation District B 3 $1,871.47 $1,906.01 $1,935.05 $2,070.97 $2,110.43 City of Fresno B 3 $1,383.60 $1,411.89 $1,552.39 $1,628.91 $1,678.28 Los Angeles County B 4 $1,156.00 $1,008.00 $1,223.72 $1,239.40 $1,371.06 Note 3 Legend for Service Provided and Treatment Level: B-Agencyoperates both collection and treatment facilities T-Agency provides treatment services but not collection 2-Advanced primary or pdmarywith some secondary treatment 3-Secondarytreatment 4-Advanced secondaryor secondarywith some tertiary treatment Notes: (1)-Beginning in Fiscal Year 2012-13,dataset represents wastewater flows from finalbed publidyavailable audited documents, (2)-Miles of sewers number changed in 2012 to include parallel force main pipes per the 2011 State of the District Report. (3)-Does not include source control or overhead costs. Section 1 - Page 8 Consolidated Financial Reports Capital Outlay Review: $200,000,000 $150,000,000 $100,000,000 $50,000,000 $0 9/30/17 Actual Projected 2017-18 2017-18 Capital Outlay Capital Outlay Capital Outlay Cashfiow Budget $19,398,345 $126,430,900 $166,975,657 As depicted by the preceding chart, Capital Outlays totaled $19.4 million or 11.6 percent of the capital outlay cash flow budget for FY 2017-18 as of September 30, 2017. Costs are proportionately low through the first quarter as some projects are still in the design phase or have experienced various delays or deferrals. Examples as of September 30 are the, Consolidated Demolition and Utility Improvements at Plant No. 2, which has a FY17-18 cash flow budget of $11.6 million but actual costs of only $945,000 and the Safety Improvements at Plants Nos. 1 and 2, which has a budget of $9.7 million but actual costs of only $234,000. Overall, the capital outlay costs of the capital improvement program are expected to approximate $126.4 million, or 75.7 percent of the capital outlay cash flow budget at year-end. More detailed information on the capital improvement program is provided within Section 3. Capital Assets Schedule and Debt Service Budget Review: Section 4 is the Capital Assets Schedule and Debt Service Section. This section shows the cost value of the Sanitation District's capital facilities at September 30, 2017, as well as the debt service costs resulting from the need to provide funding for the construction of capital facilities. The majority of principal payments on debt issues are due in August during the first quarter, and in February during the third quarter of each fiscal year. As of September 30, 2017, 53.0 percent of the principal payments have been made through the end of the first quarter. Total principal payments are expected to approximate budget at year- Section 1 - Page 9 FY 2017-18 First Quarter Report end. Interest costs are expensed ratably throughout the fiscal year. Interest expense is anticipated to approximate budget at year-end. Self-Insurance Budget Reviews: Section 5 is the Self-Insurance Section. Through September 30, the Self-Insurance Fund revenues totaled $675,000 or 25.0 percent of the budget, while expenses were $435,000 or 18.3 percent of the budget. Separate fund accounting is used for recording the revenue and expenses incurred in managing these liability claims. The revenues to these funds represent charges to operating divisions. Expenses to these funds include actual claims paid, claims administration, and excess loss policies. Section 1 - Page 10 Operating Budget Review Cost per Million Gallons by Department Budget and Actual September 30, 2017 $1,500 $1,400 $1,300 $1,200 $1,100 $1,000 $900 $800 $700 $500 $500 $400 $300 az00 $100 $0 el uE z8 K y � �eutlget �Aclual Collection, Treatment, & Disposal Expenses by Major Category Budget and Actual (in thousands) September 30, 2017 $75,000 $70,000 M'00o $00,000 MOO $50,00n $a5,00o $a0,000 $35,000 $30.000 $25,000dM $20.000 $15.000 $10,000 $5.000 $0 Eu o' 2 8 Meudga Nnaaai Section 2-Page 1 2017-18 First Quarter Report Divisional Contributions to Cost Per Million Gallons For the Three Months Ended September 30,2017 2017-18 9130115 9I30116 Annual 9130117 Actual Actual Budget Actual Flow in Million Gallons 17,212.80 16,992.54 67,525.00 17,320.06 Flow In Million Gallons per Day 18709 18470 185.00 188.26 Executive Management Department General Management Administration $ 26.38 $ 28.32 $ 43.12 $ 30.70 Board Services Sale 6.82 8.92 8.92 Public Affairs 12.25 12.86 16.42 13.82 Subtotal 44.29 48.00 68.46 53.44 Human Resources Department Human Resources 49.29 49.02 59.81 48.94 Risk Management/Safety I Security 37.81 57.06 95.17 83.53 Subtotal 87.10 106.08 154.98 132.47 Administrative Services Department Administrative Services 9.55 6.70 9.25 6.94 Financial Management 44.12 38.85 56.78 45.80 Contacts,Purchasing,&Materials Mgmt. 56.92 59.86 65.49 62.27 Information Technology 150.79 137.15 156.51 184.43 Subtotal 261.38 242.% 288.03 299.44 Facilities Support Services Department Facilities Support Administration 12.27 - - - Facilities Support 31.40 - - - Collections Engineering 37.74 - - - NPDES Source Inspection 30.20 - - - Odor and Corrosion Control 106.38 - - - Collection Facilities O&M 55.58 Subtotal 273.57 Environmental Services Department Environmental Services Administration - 11.27 12.23 12.07 Resource Protection - 76.32 85.27 75.62 Laboratory,Monitoring and Compliance 140.12 158.87 154.21 Subtotal 226.71 256.37 241.90 Engineering Department Engineering Administration TIM 5.72 6.49 6.08 Planning 42.08 43.23 46.78 49.37 Project Management Office 35.66 34.93 42.49 34.83 Civil and Mechanical Engineering 128.50 121.01 127.80 117.63 Electrical&Control System Engineering - 51.32 77.54 66.38 Environmental Compliance 8039 Subtotal 294.91 256.21 301.10 274.29 Operations&Maintenance Department Operations&Maintenance Administration 11.84 6.43 12.96 8.43 Collections Facilities 0&M - 163.09 179.86 186.66 Fleet Services - 27.21 29.10 26.70 Plant No. 1 Operations 469.66 430.76 412.69 373.60 Plant No.2 Operations 310.96 287.64 287.14 289.79 Plant No. 1 Maintenance 213.71 248.18 213.67 198.98 Maintenance Reliability and Planning - - 114.03 95.42 Plant No.2 Maintenance 140.68 157.29 218.41 164.09 Environmental Laboratory&Ocean Monitoring 114,23 Subtotal 1,261.08 1,320.60 1,467.86 1,343.67 Total Operating Expenses 2,222.33 2,200.16 2,536.80 2,345.21 Cost Allocation (247.65) (276.78) (286.80) (295.42) Net Operating Requirements $ 1, 774.68 $ 1,9 33.38 $ 2,2 00.00 $ 2,049.79 Section 2-Page 2 Operating Budget Review Comparison of Expenses by Department For the Three Months Ended September 30,2017 2017-18 9130115 9130116 Year to Data Budget% Department and Division Actual Actual Budget 9130/17 Realized Executive Management Department General Management Administration $ 454,052 $ 481,214 $ 2.911,810 $ 531,754 18.26% Board Services 97,421 115,807 602,340 154,476 25.65% Public Affairs 210,898 218,563 11108,900 239,435 21.59% Subtotal 762,371 815,584 4.623,050 925.665 20,02% Human Resources Department Human Resources 848,361 833,041 4.038,470 847,629 20,99% Risk Management/Safety/Security 650,820 969,542 6,426,070 1,446,767 22.51% Subtotal 1,499.181 1.802,583 10.464,540 2,294.396 21,93% Administrative Services Department Administrative Services 164,435 113,803 624,730 120,275 19.25% Financial Management 759,357 660,179 3,833,990 793,250 20.69% Contracts,Purchasing,&Materials Mgmt, 979,693 1,017,108 4,422,300 1,078,522 24,39% Information Technology 2,595,479 2.330,501 10.568,540 3,194,317 30.22% Subtotal 4,498,964 4,121,591 19,449,560 5,186,364 26.67% Facilities Support Services Department Facilities Support Administration 211,132 - - - 0,00% Facilities Support 540,554 - - - 0.00% Collections Engineering 649,530 - - - 0.00% NPDES Source Inspection 519,828 - - - 0.00% Odor and Corrosion Control 1,831,093 - - - 0,00% Collection Facilities 0&M 956,757 0.00% Subtotal 4,708,894 - - - 0.00% Environmental Services Department Environmental Services Administration - 191,477 825,750 209,135 25.33% Resource Protection - 1,279,884 5,758,120 1,309,788 22.75% Laboratory,Monitoring and Compliance 2,380,990 10727,570 2,670.898 24.90% Subtotal 3,852,351 17,311,440 4,189,821 24.20% Engineering Department Engineering Administration 135,663 97,187 438,390 105,345 24.03% Planning 724,304 734,644 3.158,970 855,091 27,07% Project Management OfOce 613,840 593,577 2.868,900 603,334 21.03% CMI and Mechanical Engineering 2,211,829 2,056,323 8,629,930 2,037,393 23.61% Electrical&Control System Engineering - 872,079 5,235,710 1,149,722 21.96% Environmental Compliance 1,390.676 0,00% Subtotal 5,076,310 4,353,810 20,331,900 4,750,885 23.37% Operations&Maintenance Department Operations&Maintenance Administration 203,796 109,297 875,030 146,017 16.69% Collectors Facilities 0&M - 2.771,291 12,144,740 3,232.914 26,62% Fleet Services - 462,332 1.965,050 462,460 23.53% Plant No.l Operations 8,084,157 7,319,734 27,866,660 6,470,777 23.22% Plant No.2 Operation 5,352,442 4,887,717 19,389,450 51019,118 25.89% Plant No.1 Maintenance 3,678,480 4,217,151 14,428,280 3,446,394 23,89% Maintenance Reliability and Planning - - 7,700,130 1,652,656 21.46% Plant No.2 Maintenance 2,421,532 2,672,816 14,748,410 2,842,015 19.27% Environmental Laboratory&Ocean Monitoring 1,966,282 0.00% Subtotal 21,706,689 22,440,338 99,117,750 23,272.351 23.48% Total Operating Expenses 38,252.409 37,386,257 171,298,240 40,619,482 2371% Cost Allocation (4,262,690) (4,703,125) (19,394,560) (5,117,058) 26.38% Net Operating Requirements $ 33,989,719 $ 32,683,132 $ 151,903,680 $ 35,502.424 23.37% Section 2-Page 3 2017-18 First Quarter Report Summary of Collection, Treatment, &Disposal Expenses by Major Category For the Three Months Ended September 30,2017 Expense Expense Increase Increase Percent Budget Through Through (Decrease) (Decrease) Budget Remaining Description 2017-18 9130117 9130116 $ % Realized Budget Salary&Wages $ 70,883,000 16,380,310 15,202,438 $ 1,177,872 7.75% 23.11% $54.502,690 Employee Benefits 22,478,330 5,629,980 5,581,855 48,125 0.86% 25.05% 16,848,350 Administrative Expenses 1,996,550 644,491 319,765 324,726 101.55% 32.28% 1,352,059 Printing&Publication 403,900 79,301 51,163 28,138 55.00% 19.63% 324,599 Training&Meetings 1,252,320 183,568 210,307 (26.739) -12.71% 14.66% 1,068,752 Operating Materials&Supplies 15,724,300 3,940,666 4,005,543 (64,877) -1.62% 25.06% 11,783,634 Contractual Services 24,489,090 6,087.090 5,614,896 472,194 8.41% 24.86% 18.402,000 Professional Services 4,942,990 821,483 519,412 302,071 58.16% 16.62% 4,121,507 Research&Monitoring 872,400 183,511 152,338 31,173 20.46% 21.04% 688,889 Repairs&Maintenance 16,175,110 3,859,714 3,326,791 532,923 16.02% 23.86% 12,315,396 Utilities 7,898,590 2,006.298 1,896,176 110,122 5.81% 25.40% 5,892,292 Other Materials,Supplies, and Services 4,181,660 803,070 505,573 297,497 58.84% 19.20% 3,378,590 Net Cost Allocation (19,394,560) (5,117,058) (4,703,125) (413,933) 8.80% 26.38% (14,277,502) Net Operating Requirements 151,903,680 35,502,424 32,683,132 2,819,292 8.63% 23.37% 116,401,256 Gallonage Flow(MG) 67,525.00 17,320.06 16,992.54 327.52 1.93% Gallonage Flow(MGD) 185.00 188.26 184.70 3.56 1.93% Gallonage Flow($'a/MG) $2,250000 $2,049.79 $1,923.38 $126.41 6.57% Section 2-Page 4 Operating Budget Review Summary of Revenues For the Three Months Ended September 30, 2017 Revenue Percent Revenue Increase Increase Budget Through Budget Remaining Through (Decrease) (Decrease) Description 2017-18 9/30/17 Realized Budget 9130116 $ % Service Fees $291,158,000 $ (65,999) -0.02% $291,223,999 $ (370,591) $ 304,592 82.19% Permit Fees 12,925,000 4,473,396 34.61% 8,451,604 445,496 4,027,900 904.14% Inter District Sewer Use-SAWPA&SBSD 3,263,000 700,014 21.45% 2,562,986 773,080 (73,066) -9.45% Intra District Sewer Use-IRWD 4,552,800 1,101,284 24.19% 3,451,516 1,010,397 90,887 9.00% Sludge Disposal-IRWD 5,880,000 2,940,920 50.02% 2,939,080 2,496.973 443,947 17.78% Capital Assessments-IRWD&Other 5,375,000 437,228 8.13% 4,937,772 329,406 107,822 32.73% Capital Facilities Capacity Charges 9,900,000 4,575,083 46.21% 5,324,917 4,152,008 423,075 10.19% Property Taxes 93,666,000 2,519,562 2.69% 91,146,438 2A49,906 69,656 2.84% Interest Earnings 8,398,000 1,775,451 21.14% 6,622,549 697,031 1,078,420 154.72% CIP Reimbursements 2,130,000 670,562 31 A11% 1,459,438 - 670,562 100.00% Wastehauler 800,000 163,951 20.49% 636,049 162,891 1,060 0.65% CNG Sales 420,000 108,895 25.93% 311,105 107,841 1,054 0.98% Parts&Leases 255,000 92,623 36.32% 162,377 62,145 30,478 49.04% Other 475,000 50,247 10.58% 424,753 45,863 4,384 9.56% Power Sales 30,000 10,383 34.61% 19,617 8,407 1,976 23.50% Other Sales 45,000 4,849 1018% 40,151 13,857 (9,008) -65.01% Total Revenues $439,272,800 $ 19,558,449 4,45% $419,714,351 $ 12,384,710 $ 7,173,739 57.92% Section 2-Page 5 2017-18 First Quarter Report Summary of Collection,Treatment, &Disposal Expenses by Line Item For the Three Months Ended September 30,2017 Expense Percent Expense Increase Increase, Budget Through Budget Remaining Through (Decrease) (Decrease) Description 2017-18 9130117 Expensed Budget 9130/16 $ % Salaries.Wages&Benefits Salaries&Wages $ 70,883,000 $ 16,380,310 23.11% $ 54,502,690 $ 15,202.438 $ 1,177,872 7.75% Employee Bacardi Retirement 10,792,800 2,811,103 26.05% 7,981,697 2,80,322 (29,219) -1.03% Group Insurances 10,421,800 2,471,541 23.72% 7,9W,259 2,290,335 181,206 7.91% Tuition&Certification Relmb 102,000 19,843 19.45% 82,157 26,381 (6,538) -24.78% Edu.degrees,Cart.&Lic. 380,700 121,484 31.91% 259,216 86,W2 35,102 40.64% uniform Rental 110,600 31,671 28.64% 78,929 21,519 10,152 47.18% Workers'Compensation 554,330 138,584 25.W% 415,746 299,078 (160,494) -53.66% Unemployment Insurance 24,700 11,920 48.26% 12,780 %M4 2,536 27.02% EMT Supplemental Banal 91,400 23,834 26.08% 67,566 8,454 15,380 181.93% Total Benefits 22,478,330 5,629,980 25.05% 16,W,350 5,581,855 48,125 0.86% Salaries,Wages&Benefits 93,361,330 22,010,290 23.58% 71,351,040 20,784,293 1,225,997 5.90% Man,Supply,&Services Administrative Expenses Memberships 615,130 177,958 28.93% 437,172 175,770 2,188 1.24% Office Exp-Supplies 6&220 8,642 13.05% 57,578 12,767 (4,125) -32.31% Postage 320,570 91 2.88% 311,324 11,653 (2,407) -20.66% Books&Publications 41,530 6,137 12.37% 36,393 7,551 (2,414) -31.97% Forms Sm 190 34.55% 980 - 190 N/A Smell Computer Items 750,01 384714 51.30% 365,286 88,784 295,930 333.31% Minor Furniture&Fixtures 202,550 58,604 28.93% 143,946 23,240 35,364 152.17% Subtotal 1,996,550 ff 4491 32.28% 1,352,059 319,765 324,726 101.55% Printing&Publication Repro-In-House 243,%0 41,694 17.09% 202,266 43,208 (1,514) -3.50% Printing-Outside 112,560 4,395 3.90% 108,165 4,201 194 4.62% Notices&Ads 47,330 33,212 70.17% 14,118 3,754 29,458 784.71% Photo Processing 50 0.00% 50 N/A Subtotal 403,900 79,301 19.63% 324,599 51,163 28,138 55.00% Training&Meetings Meetings 198,620 18763 9.45% 179,857 25,194 (6,431) -25.53% Training 1,053,700 164,805 15.64% 8W'895 185,113 (20,308) Subtotal 1,252,320 183,568 14.66% 1,068,752 210,307 (26,739) -12.71% Operating Mafls&Supplies Chemical Coagulants S, 5,000 1,323,130 25.32% 3,901,870 1,412,902 (89,772) -6.35% Odor Control 7,494,000 1,993,4W 26.60% 5,500,550 1,927,869 66,581 3.40% Disinfection 307,600 35,819 11.64% 271,781 18,414 (12,595) -26.02% Chemicals-Misc&Cogan 342,000 68,832 20.13% 273,168 81,059 (12,227) -15.08% Gasoline,Diesel&Oil 565,790 102,729 18.16% 463,061 129,315 (26,586) -20.56% Tools 401,500 90,798 22.61% 310,702 &1 30,236 49.93% Safety equlpmarvemis 517,290 137,646 26.61% 379,644 154,700 (17,054) -11.02% Solt',Paints&Jan.Supplies 91,600 21,963 23.98% 69,637 18,626 3,337 17.92% Lab Chemicals&Supplies 587,160 129,634 22.08% 457,526 133,869 (4,235) -3.16% Other Operating Supplies 188,360 36,665 19.47% 151,695 38,123 (1,468) -3.82% Property Tax Fees 4,000 0.00% 4,000 104 (104) -100.00-4 Subtotal 15724,300 3,940,666 25.06% 11,783,634 4,005,543 (64,877) -1.62% Contractual Services Solids Removal 15,900,000 3,933,840 24.74% 11,966,160 4,486,716 (552,876) -12.32% Other Waste Disposal 990.040 1a4,018 18.59% 801 188,032 (4,014) -2.13% Groundskeeping 129,720 40,929 31.55% 88,791 31,679 6,250 18.02% Janitorial 366,440 97,601 26.63% 268,839 96,450 1,161 1.19% Outside Lab Services 25g000 34,056 13.62% 215,944 32,080 1,976 6.16% Oxygen 375,111 63.744 17.0% 311,256 85,171 (21,427) -25.16% County Service Fee 658,700 9,482 1.44% 649,218 6,345 3,137 49.44% Temporary Services 1,637,190 462,726 30.10% 1,074,464 75,412 387,314 513.60% Security Services 1,600,000 400,577 25.04% 1,199,423 145,484 255,093 175.34% Other 2,682,000 860,117 32.07% 1,821,883 4M,527 395,590 85.16% Subtotal 24,489,090 6,087,090 24.86% 18,402,000 5,614,896 472,194 8.41% (Continued) Section 2-Page 6 Operating Budget Review Summary of Expenses by Line Item For the Three Months Ended September 30,2017 Expense Percent Expense Increase Increase Budget Through Budget Remaining Through (Decrease) (Decrease) Description 2017-18 9130117 Expensed Budget 9130116 $ % Continued: Professional Services Legal 977,000 317,200 32A7% 659,800 123,671 193.529 156A9% Audit&Accounting 259,300 103,389 39.87% 155,911 70,302 33,087 47.06% Engineering 1,758,0W 87,246 4.96% 1,6]0,]54 105,026 (17,780) -16.93% Enviro Scientific Consulting 150,800 - 0.00% 150,800 13,244 (13,244) -100.00% Software PMm Consulting 416,000 79,101 19.01% 336,899 56,876 23,225 41S7% Advocacy Eftods 176,000 39,000 22.16% 137,000 34,350 4,050 13.54% Industrial Hygiene Services 50,000 10,906 21.81% 39,094 51,371 (40,465) -78.77% Labor Negotiation Services 20,000 - 0.00% 20,000 23,103 (23,103) -100.00% Other 1,135,890 184,641 1&26% 961,249 42,469 142,172 33437% Subtotal 4,942,990 821,483 16.62% 4,121,M7 519,412 302,071 58.16% Research&Monitoring Environmental Monitoring 352,200 77,261 21.94% 274,939 51,806 25,455 49A4% Air Quality Monitoring 95,200 - 0.00% 95,200 532 (532) -100.00% Research 425,000 106,250 2500% 318,750 100,000 6,250 6.25% Subtotal 872,400 183,511 2104% 688,889 152,338 31,173 20.46% Repairs&Maintenance Materials&Services 13,278,200 2,666,708 20.08% 10,611,492 2.668,330 (1,622) -0.06% Svc.MR, Agreements 2,896,910 1,193,006 41.18% 1,703,904 658,461 534,545 81.18% Subtotal 16,175,110 3,859,714 23,86% 12,315,396 3,326,791 632,923 1&02% Utilities Telephone 400,000 90,761 22.69% 309,239 80,580 10,173 12.62% Diesel For Generators 14,290 1,032 T22% 13,268 2,967 (1,925) -65A0% Natural Gas 780,500 217,265 27.84% 563,235 185,326 31,939 17.23% Power 6,037,0W 1,554,540 25.75% 4,482,460 1,468,354 86,186 5.87% Water 666,800 142,700 21.40% 524,1W 158,951 (16,251) -10.22% Subtotal 7,898,590 2,006,298 26,40% 5,892,292 1,896,176 110,122 5.81% Other Operating Supplies Outside Equip Rental 107,600 34,991 32.52% 72,609 14,249 20,742 145.57% Insurance Premiums 32,000 26,189 81.84% 5,811 31,049 (4,860) -1&65% Prop&Gen Liab Insurance 2,110,870 527,718 25.00% 1,583,152 277,776 249,942 89.98% Freight 71,560 24,302 33.96% 47,258 18,758 5,544 29.56% Misc.Operating Expense 259,250 52,160 20.12% 207,090 53,393 (1,233) -2.31% Regulatory Operating Fees 716,900 90,951 1230% 624,949 104,485 (13,534) -12S6% Subtotal 3,297,180 756,311 22.94% 2,50,869 499,710 256,601 51.35% General Mgr Contingency &Reappropriaeons 666,500 0.00% 665,500 N/A Other Non-Oper Expense Others 218,980 46,759 21.35% 172,221 5,863 40,896 697.53% Subtotal 218,980 46,759 21,36% 172,221 6,863 40,896 697.53% Total Materials, Supplies&Services 77,936,910 18,609,192 23.88% 59,327,718 16,601slut 2,007,228 12.09% Total Expenditures 171,298,240 40,619,482 23J1% 130,6]8,]58 37,386,257 3,233,225 865% Cost Allocation (19,394,560) (5,117,00) 26.38% (14,277,502) (4,703,125) (413,933) 880% Net Operating Requirements $ 151.903,680 $ 35,502,424 23.37% $ 116,401,256 $ 32.683,132 $ 2,819.292 8.63% Section 2-Page 7 2017-18 First Quarter Report Summary of Collection,Treatment,8 Disposal Expenses by Process For the Three Months Ended September 30, 2017 Increase Increase Actual Actual (Decrease) (Decrease) 9/30/17 9130/16 $ % Process: Preliminary Treatment $ 1,522,640 $ 1,849,396 $ (326,756) -17.67% Primary Treatment 2,618,895 2,330,909 287,986 12.36% Secondary Treatment 2,127,304 1,794,022 333,282 18.58% Cryogenic Plant(Plant 2) 134,829 160,618 (25,789) -16.06% Ef0uent Disposal 148,271 160,747 (12,476) -7.76% Solids Handling 10,026,424 10,811,145 (784,721) -7.26% Cogeneration 5,147,694 3,911,947 1,235,747 31.59% Utilities 620,935 661,097 (40,162) -6.08% Electrical Distribution 270,148 300,583 (30,436) -10.13% Miscellaneous Buildings 3,101,713 2,002,825 1,098,889 54.87% External Location 608 14,060 (13,451) -95.67% Nedssa Vessel 48,815 49,858 (1,043) -2.09% North County Yard - 2,929 (2,929) -100.00% Laboratory 3,933,117 3,247,852 685,265 21.10% Collections 5,801,031 5,385,146 415,885 7.72% Net Operating Requirements $ 35,502,424 $ 32,683,132 $ 2,819,292 8.63% Section 2-Page 8 Operating Budget Review Staffing Trends Full Time Equivalents September 30,2017 700 650 624 624 624 627 635 600 36 52 550 :1 500 450 6/30/14 6130115 6/30/16 6130/17 9/30/17 8Adua1 8Vacant At September 30, 2017, the total head count was 596 employees, or a full time equivalency of 584. Section 2-Page 9 2017-18 First Quarter Report This Page Intentionally Left Blank Section 2- Page 10 CIP Budget Review Capital Improvement Program By Type and Funding Source For the Three Months Ended September 30, 2017 MCollecions Facilll 31,4% eHeadearks: 2.1% EPdmary Treatment 1.0% oSecondary Treatment 03% MSolids Handling&Digestion: 41.1% Docean OURaII SYatems: 5.0% Duality Systems: 5.2% ?AA MProcess Related Special Projects: 12% Mlnformaton Management Systems: 3 2% MStrategic&Master Planning: 0.6% Ill Management Projects: 0.1% MReseamG: 0.5% OSuppod Fedli0es: 4.4% Mothers: 0.0% MPdor Year Treatment Projects: 0.0% lic., al Equll Pwcbases: 3 9% Total Capital Improvement Outlays-$19,398,345 Replacement/Rehabilitation: 44% Improved Treatment: 16% ❑Additional Capacity: 35% ■Support: 5% Total Capital Improvement Outlays-$19,398,345 Section 3- Page 1 FY 2017-18 First Quarter Report Summary of Capital Improvement Construction Requirements - Current Year For the Three Months Ended September 30, 2017 2017-18 2017-18 2017-18 Cashflow Actual at Projected Budget 9/30/2017 Outlay Collection System Improvement Projects Collections Facilities Raitt and Bristol Street Sewer Rehab& Extension 68,623 - 11,400 Santa Ana River Interceptor(SARI) Realignment 201,407 23,578 45,300 SARI Rock Stabilizers Removal 515,545 20,446 440,100 Newhope-Placentia Trunk Grade Separation Replacements 132,306 3,195 54,800 Newhope-Placentia Trunk Replacement 9,464,252 2,313,471 9,436,200 Lakeview Grade Separation Project 114,950 87,827 99,200 Tustin Rose OCTA Grade Separation Project 64,700 5,880 24,300 Orangethorpe OCTA Grade Separation 12,901 9,174 19,200 Seal Beach Pumping Station Upgrade and Rehabilitation 4,375,967 16,961 4,534,000 Rehabilitation of Western Regional Sewers 9,528,506 237,070 7,748,300 Interstate 405 Widening Project Impacts on OCSD Sewers 36,860 29,975 73,500 Newport Force Main Rehabilitation - 16,009 137,500 Bay Bridge Pumping Station Replacement 709,700 53,691 608,100 Newport Beach Pump Stations Odor Control Improvements 67,514 - 25,000 District 6 Trunk Sewer Relief 4,616,301 109,662 4,100,600 Gisler-Redhill System Improvements, Reach"B" 6,698,851 2,608,525 5,757,700 MacArthur Pumping Station Rehabilitation 41,271 - - Master Facilities Engineering Projects-Collections 3,795,001 228,821 2,821,900 Master Planning Studies-Collections 2,922,309 143,708 143,800 Research Program-Collections - 1,619 1,700 Bay Bridge Pump Station and Force Mains Rehab Study 90,344 16,836 72,500 Additional Charges to CIP Closed at 6/30/17 169,777 169,800 Subtotal-Collections Facilities 43,457,308 6,096,225 36,324,900 Revenue Area 14 Newport Force Main Rehabilitation (2.18%) 357 3,100 Subtotal-Revenue Area 14 357 3,100 Total Collection System Improvement Projects 43,457,308 6,096,582 36,328,000 (Confined) Section 3-Page 2 CIP Budget Review Summary of Capital Improvement Construction Requirements - Current Year For the Three Months Ended September 30, 2017 2017-18 2017-18 2017.18 Cashflow Actual at Projected Budget 9/3012017 Outlay Treatment&Disposal Projects Headworks Headworks Rehabilitation and Expansion at Plant 1 7,229,469 153,440 5,475,800 Truck Line Odor Control Improvements P1 35,245 20,934 134,300 Headworks Modifications at P2 for GWRS Final Expansion 1,789,057 239,879 2,972,000 Subtotal -Headworks 9,053,771 414,253 8,582,100 Primary Treatment Primary Clarifiers Repl & Impr at Plant No. 1 - 133 200 A-Side Primary Clarifiers Repl. at P2 7,038,302 189,336 5,592,700 Subtotal-Primary Treatment 7,038,302 189,469 5,592,900 Secondary Treatment Return Activated Sludge Piping Replacement Plant No.1 263,483 31,514 522,700 Activated Sludge Aeration Basin Deck Repair at P2 1,638,294 6,325 927,500 Return Activated Sludge Piping Replacement at P2 487,352 18,016 137,400 Subtotal -Secondary Treatment 2,389,129 55,855 1,587,600 Solids Handling& Digestion Digester Rehabilitation at Plant 1 2,306,580 414,496 414,500 Sludge Dewatedng and Odor Control at Plant 1 13,707,858 1,944,435 4,115,500 Solids Thickening and Processing Upgrades 267 1,248 209,900 Plant No.2 Digester Facilities Rehabilitation 159,528 39,936 287,900 Sludge Dewatedng and Odor Control at Plant 2 20,049,153 5,569,448 19,366,800 Interim Food Waste Receiving Facility 440,383 119,000 Subtotal-Solids Handling &Digestion 36,663,769 7,969,563 24,513,600 Ocean Ouffall Systems Final Ef0uent Sampler and Building Area Upgrades 541,037 (4,369) 217,800 Ocean Outfall System Rehabilitation 7,471,473 966,681 7,301,100 Subtotal-Ocean Outfall Systems 8,012,510 962,312 7,518,900 Utility Systems Cengen Emissions Control Project 251,540 431 12,000 Digester Gas Facilities Rehabilitation 733,218 65,060 291,800 Natural Gas Pipelines Repl at Plant No. 1 and 2 88,946 586 90,600 Electrical Power Distribution System Improvements - - 1,845,500 Uninterruptable Power Supply Impr. at P1 45,512 3,447 16,700 Consolidated Demolition&Utility Improvements at P2 11,646,047 945,498 10,748,000 Subtotal-Utility Systems 12,765,263 1,015,022 13,004,600 (Confined) Section 3-Page 3 FY 2017-18 First Quarter Report Summary of Capital Improvement Construction Requirements - Current Year For the Three Months Ended September 30, 2017 2017-18 2017-18 2017-18 Cashflow Actual at Projected Budget 9/3 012 01 7 Outlay Process Related Special Projects Safety Improvements at Plants Nos. 1 and 2 9,986,488 234,017 6,144,200 Subtotal -Process Related Special Projects 9,986,488 234,017 6,144,200 Information Management Systems Process Control Systems Upgrades - - - Project Management Information System 1,951,448 184,521 724,300 Power Monitoring &Control Systems at P2 1,764,544 143,191 2,052,200 Master Information Technology Capital Program 1,176,832 222,641 222,700 Geographic Information System 659,791 24,273 96,300 EAM Software and Process Implementation 658,725 - 690,000 PDS2D Software Replacement 83,814 10,625 18,700 Process Control System Upgrades Study 963,277 33,465 717,800 Subtotal-Information Management Systems 7,258,431 618,716 4,522,000 Strategic& Master Planning Master Planning Studies 4,082,267 112,792 4,894,500 Climate Change Impact Study 147,135 2,186 33,000 Subtotal-Strategic&Master Planning 4,229,402 114,978 4,927,500 Water Management Projects GWRS Final Expansion Coordination 86,651 15,841 115,300 Subtotal -Water Management Projects 86,651 15,841 115,300 Research Research Program 1,305,436 89,165 630,300 Subtotal-Research 1,305,436 89,165 630,300 Support Facilities Master Facilities Engineering Projects- Plant 9,675,530 736,711 4,245,800 Pl Fleet Services UST Leak Remediation 1,693,273 18,977 19,000 Master Small Capital Replacement/Rehabilitation 2,308,427 - - Title 24 Access Compliance&Building Rehab Project 1,709,156 30,993 1,931,400 Headquarters Complex, Site& Security&Entrance Realign. 5,389,573 68,650 2,699,500 Site and Security Improvements at Plant No.2 10,881 1,300 Subtotal-Support Facilities 20,786,840 855,331 8,897,000 (Continued) Section 3-Page 4 CIP Budget Review Summary of Capital Improvement Construction Requirements - Current Year For the Three Months Ended September 30, 2017 2017-18 2017-18 2017-18 Cashflow Actual at Projected Budget 9/30/2017 Outlay Others Interstate 405 Widening Impacts on OCSD Front Entrance 16,451 8,014 150,400 P2 Southwest Perimeter Screening 46,606 - 28,200 Capital Improvement Program Mgmt. Services (554) (600) Subtotal-Others 63,057 7,460 178,000 Additional Charges to CIP Completed at 6/30/17 9,511 9,600 Total Treatment and Disposal Projects 119,639,049 12,551,493 86,223,600 Capital Equipment Purchases 3,879,300 750,270 3,879,300 Total Collection,Treatment and Disposal Projects and Capital Equipment Purchases $166,975,657 $ 19,398,345 $126,430,900 Section 3 - Page 5 FY 2017-18 First Quarter Report Summary of Capital Improvement Construction Requirements- Project Life For the Three Months Ended September 30,2017 Current Total Approved June 30,2017 Year Projected Remaining Project Accumulated Projected Cost at Future Budget Cost Cost June 30,2018 Budget Collection System Improvement Projects Collections Facilities Raiff and Bristol Street Sewer Rehab&Extension 13,622,000 259,075 11,400 270,475 13,351,525 Santa Ana River Interceptor(SARI)Realignment 11,404,000 5,673,355 45,300 5,718,655 5,685,345 SARI Rock Stabilizers Removal 6,860,000 410,508 440,100 850,608 6,009,392 Taft Branch Sewer Relief 1,928,000 12,083 - 12,083 1,915,917 Newhope-Placentia Trunk Grade Separation Replacements 4,300,000 4,059,157 54,800 4,113,957 186,043 Newhope-Placentia Trunk Replacement 112,000,000 30,442,121 9,436,200 39,878,321 72,121,679 Yoffie Linda Pumping Station Abandonment 7,053,000 - - - 7,053,000 Lakeview Grade Separation Project 330,000 70,262 99,200 169,462 160,538 Tustin Rose OCTA Grade Separation Project 586,000 423,587 24,300 447,887 138,113 Orangethorpe OCTA Grade Separation 1,505,000 1,482,972 19,200 1,502,172 2,828 Beach Trunk/Knott Interceptor Sewer Relief 118,678,000 - - - 118,678,000 Seal Beach Pumping Station Upgrade and Rehabilitation 54,000,000 3,583,755 4,534,000 8,117,755 45,882,245 Rehabilitation of Western Regional Sewers 217,069,000 7,706,718 7,748,300 15,455,018 201,613,982 Interstate 405 Widening Project Impacts on OCSD Beware 528,000 2,866 73,500 76,366 451,634 Newport Force Main Rehabilitation 58,367,238 58,147,927 137,500 58,285,427 81,811 Crystal Cove Pumping Station Rehabilitation 10,882,000 - - - 10,882,000 Bay Bridge Pumping Station Replacement 64,000,000 217,700 608,100 825,800 63,174,200 Newport Beach Pump Stations Odor Control Improvements 4,066,000 - 25,000 25,000 4,041,000 District 6 Trunk Sewer Relief 7,965,000 1,791,858 4,100,600 5,892,458 2,072,542 Gisler-Redhill System Improvements,Reach"1" 25,213,000 18,093,894 5,757,700 23,851,594 1,361,406 MacArthur Pumping Station Rehabilitation 8762,000 - - - 8,762,000 Main Street Pump Station Rehabilitation 39,219,000 - - - 39,219,000 Gisler Red-Hill Interceptor Rehabilitation 15,300,000 - - - 15,300,000 Edinger/Bolsa Chica Trunk Improvements 5,159,000 - - - 5,159,000 Edinger Pumping Station Rehabilitation 8,880,000 - - - 8,880,000 Slater Avenue Pump Station Rehabilitation 9,729,000 - - - 9,729,000 Master Facilities Engineering Projects-Collections 14,192,000 816,413 2,821,900 3,638,313 10,553,687 Master Planning Studies-Collections 11,953,614 1,533,083 143,800 1,676,883 10,276,731 Research Program-Collections - - 1,700 1,700 (1700) Bay Bridge Pump Station and Force Mains Rehab Study 725,000 505,121 72,500 577,621 147,379 Additional Charges to CIP Closed at 6130117 169,800 169,800 (169,800) Subtotal-Collections Facilities 834,275,852 135,232,455 36,324,900 171,557,355 662,718,497 Revenue Area 14: Newport Force Main Rehabilitation(2.18%) 1,300,762 1,295,875 3,100 1,298,975 1,787 Subtotal-Revenue Area 13 1,300,762 1,295,875 3,100 1,298,975 1,787 Total Collection System Improvement Projects 835,576,614 136,528,330 36,328,000 172,856,330 662,720,284 (Continued) Section 3-Page 6 CIP Budget Review Summary of Capital Improvement Construction Requirements- Project Life For the Three Months Ended September 30,2017 Current Total Approved June 30,2017 Year Projected Remaining Project Accumulated Projected Cost at Future Budget Cost Cost June 30,2018 Budget Treatment&Disposal Projects Headworks Headworks Rehabilitation and Expansion at Plant 1 436,000,000 6,084,545 5,475,800 11,560,345 424,439,655 Truck Line Odor Control Improvements P1 9,299,000 9,035,390 134,300 9,169,690 129,310 Headworks Modifications at P2 for GWRS Final Expansion 54,000,000 229,284 2,972,000 3,201,284 50,798,716 Subtotal-Headworks 499,299,000 15,349,219 8,582,100 23,931,319 475,367,681 Primary Treatment Primary Clarifier&Trickling Filter Odor Control at P1 74,800,000 - - - 74,800,000 Primary Clarifiers Repl&Impr at Plant No.1 112,000,000 520,619 200 520,819 111,479,181 A-Side Primary Clarifiers Repl.at P2 491,000,000 4,817,329 5,592,700 10,410,029 480,589,971 Subtotal-Primary Treatment 677,800,000 5,337,948 5,592,900 10,930,848 666,869,152 Secondary Treatment Return Activated Sludge Piping Replacement Plant No.1 3,979,000 34,632 522,700 557,332 3,421,668 Activated Sludge Aeration Basin Deck Repair at P2 2,800,000 264,277 927,500 1,191,777 1,608,223 Return Activated Sludge Piping Replacement at P2 15,000.000 7,050 137,400 144,450 14,855,550 Subtotal-Secondary Treatment 21,779,000 305,959 1,587,600 1,893,559 19,885'"1 Solids Handling&Digestion Digester Rehabilitation at Plant 1 67,150,000 64,908,366 414,500 65,322,866 1,827,134 Sludge Dewatering and Odor Control at Plant 1 188,328,000 165,A2,702 4,115,500 169,888,202 18,439,798 Solids Thickening and Processing Upgrades 48,150,000 47,879,175 209,900 48,089,075 60,925 Plant No.2 Digester Facilifies Rehabilitation 49,220,000 196,634 287,900 484,534 48,735,466 Sludge Dewatering and Odor Control at Plant 2 90,477,000 46,648,765 19,366,800 66,015,565 24,461,435 Interim Food Waste Receiving Facility 5,400,000 - 119,000 119,000 5,281,000 Digester P,Q,R,&S Replacement 158,000,000 1585000,000 Subtotal-Solids Handling&Digestion 606,725,000 325,405,642 24,513,600 349,919,242 2565805,758 Ocean Oulfall Systems Final Effluent Sampler and Building Area Upgrades 16,411,000 15,925,650 217,800 16,143,450 267,550 Ocean Outfall System Rehabilitafion 147,000,000 8,813,199 7,301,100 16,114,299 130,885,701 Subtotal-Ocean Oulfall Systems 163,411,000 24,738,849 7,518,900 32,257,749 131,153,251 Utility Systems Cengen Emissions Control Project 23,820,000 22,247,572 12,000 22,259,572 1,560,428 UPS System Upgrades 8,087,000 - - - 8,087,000 Digester Gas Facilities Rehabilitation 96,500,000 181,030 291,800 472,830 96,027,170 Natural Gas Pipelines Repl at Plant No.1 and 2 1,310,000 24,928 90,600 115,528 1,194,472 Electrical Power Distribution System Improvements 34,608,000 - 1,845,500 1,845,500 32,762,500 (Confined) Section 3-Page 7 FY 2017-18 First Quarter Report Summary of Capital Improvement Construction Requirements- Project Life For the Three Months Ended September 30,2017 Current Total Approved June 30,2017 Year Projected Remaining Project Accumulated Projected Cost at Future Budget Cost Cost June 30,2018 Budget Utility Systems(continued) Ca l Generation Rehab at Plant No. 1 87,000,000 - - - 87,000,000 Unintermptable Power Supply Impr.at P1 4,800,000 3,351 16,700 20,051 4,779,949 Consolidated Demolition&Utility Improvements at P2 30,300,000 5,453,054 10,748,000 16,201,054 14,098,946 Central Generation Rehab at Plant No.2 114,000.000 114,000,000 Subtotal-Utility Systems 400,425.000 27,909,935 13,004,600 40,914,535 359,510,465 Process Related Special Projects Safety Improvements at Plants Nos.l and 2 19,000.000 1,606,938 6,14g200 7,751,138 11,248,862 Subtotal-Process Related Special Projects 19,000.000 1,606,938 6,14g200 7,751,138 11,248,862 Information Management Systems Process Control Systems Upgrades 102,399,000 - - - 102,399,000 Project Management Infonnadon System 4,000,000 701 724,300 725,001 3,274,999 Power Monitoring&Control Systems at P2 24,100,000 2,211,062 2,052,200 4,263,262 19,836,738 Master Information Technology Capital Program 10,000,000 573,006 222,700 795,706 9,204,294 Geographic information System 4,568,000 2,456,512 96,300 2,552,812 2,015,188 EAM Software and Process Implementation 7,500,000 4,765,108 690,000 5,455,108 2,044,892 PDS2D Software Replacement 530,000 352,351 18,700 371,051 158,949 Process Control System Upgrades Study 3,554,000 69,484 717,800 787,284 2,766,716 Subtotal-Information Management Systems 156,651,000 10,428,224 4,522,000 14,950,224 141,700,776 Strategic&Master Planning Master Planning Studies 16,698,386 6,295,834 4,894,500 11,190,334 5,508,052 Climate Change Impact Study 590,000 3,919 33,000 36,919 553,081 Subtotal-Strategic&Master Planning 17,288,386 6,299,753 4,927,500 11,227,253 6,061,133 Water Management Projects GWRS Final Expansion Coordination 1,132,000 115,300 115,300 1,016,700 Subtotal-Water Management Projects 1,132,000 - 115,300 115,300 1,016,700 Research Research Program 8,500,000 54,133 630,300 684,433 7,815,567 SCCWRP Nutrient Cycling Sampling 95,000 95,000 95,000 Subtotal-Research 8,595,000 149,133 630,300 779,433 7,815,567 (Continued) Section 3-Page 8 CIP Budget Review Summary of Capital Improvement Construction Requirements- Project Life For the Three Months Ended September 30,2017 Current Total Approved June 30,2017 Year Projected Remaining Project Accumulated Projected Cost at Future Budget Cost Cost June 30,2018 Budget Support Facilities Master Facilities Engineering Projects-Plant 28,373,000 6,269,643 4,245,800 10,515.443 17,857,557 P1 Fleet Services UST Leak Remediation 14,952.000 194,404 19,000 213,404 14,738,596 Master Small Capital ReplacementlRehabilitation 15,622,000 626,765 - 626,765 14,995,235 Title 24 Access Compliance&Building Rehab Projecl 18,400,000 13,852,170 1,931,400 15,783,570 2,616,430 Headquarters Complex,Site&Security&Entrance Realign. 179,067,000 528,437 2,699,500 3,227,937 175,839,063 Site and Security Improvements at Plant No.2 252,000 236,410 1,300 237,710 14,290 P2 Warehouse Relocation 9,800,000 - - - 9,800,000 P2 Collections Yard!Relocation 1,500,000 - - - 1,500,000 TPAD Digester Facility at P2 419,000,000 419,000,000 Subtotal-Support Facilities 686,966,000 21,707,829 8,897,000 30,604,829 656,361,171 Others Interstate 405 Widening Impacts on OCSD Front Entrance 2,655,000 - 150,400 150,400 2,504,600 Banning Gale Relocation&Grading at Plant No.2 2,931,000 - - - 2,931,000 P2 Southwest Perimeter Screening 2,800,000 - 28,200 28,200 2,771,800 Capital Improvement Program Mgml.Services 300,000 61,180 (600) 60SS0 239,420 Subtotal-Others 8,686,000 61,180 178,000 239,180 8,446,820 Additional Charges to CIP Completed at 6130117 9,600 9,600 (9,600) Total Treatment and Disposal Projects 3,267,757,386 439,300,609 86,223,600 525,524,209 2,742,233,177 Capital Equipment Purchases 16,000,000 9,058,965 3,879,300 12,938,265 3,061,735 Total Collection,Treatment and Disposal Projects and Capital Equipment Purchases $4,119,334,000 $584,887,904 $126,430,900 $711,318,804 $3,408,015,196 Section 3-Page 9 FY 2017-18 First Quarter Report This Page Intentionally Left Blank Section 3- Page 10 Capital Assets Schedule & Debt Service Budget Review Capital Assets Schedule For the Three Months Ended September 30, 2017 Capital Facilities Budget Review Balance Year-to-Date Balance 07/01/17 Additions 9130/17 CONSTRUCTION IN PROGRESS: Treatment Plant $ 386,799,209 $ 13,301,763 $ 400,100,972 Collection System 75,034,241 6,096,582 81,130,823 Subtotal 461,833,450 19,398,345 481,231,795 PROPERTY,PLANT&EQUIPMENT tat cost): Land and Property Rights 25,247,046 - 25,247,046 Collection Lines and Pump Stations 830,551,347 - 830,551,347 Treatment Facilities 2,366,129,584 - 2,366,129,584 Effluent disposal facilities 97,014,820 - 97,014,820 Solids disposal facilities 3,463,236 - 3,463,236 General and administrative facilities 246,051,157 - 246,051,157 Excess purchase price over book value on acquired assets 19,979,000 19,979,000 Subtotal 3,588,436,190 3,588,436,190 Total Properly,Plant&Equipment&CIP $ 4,050,269,640 $ 19,398,345 $ 4,069,667,985 Debt Service Budget Review 2017-18 Year-to-Date Remaining Budget Payments %of Budget Budget Principal Payments by Debt Issue: 2009A COP 4,465,000 - 0.00% 4,465,000 2010A BABs - - 0.00% - 2010CBABs - - 0.00% - 2011ACOP 20,960,000 20,960,000 100.00% - 2012ACOP - - 0.00% - 2012BCOP - - 0.00% - 2014ACOP 6,715,000 - 0.00% 6,715,000 2015A COP - - 0.00% - 2016ACOP - - 0.00% - 2016BCANs 7,426,217 - 0.00% 7,426,217 2017A COP 0.00% Subtotal Principal Payments 39,566,217 20,960,000 52.97% 18,606,217 Interest Expense by Debt Issue: 2009A COP 457,750 114,475 25.01% 343,275 2010A BABs 2,897,639 993,399 34.28% 1,904,240 2010C BABs 6,523,780 2,236,682 34.29% 4,287,098 2011ACOP 3,872,350 924,475 23.87% 2,947,875 2012A COP 3,735,900 934,050 25.00% 2,801,850 2012E COP 3,187,400 796,800 25.00% 2,390,600 2014A COP 4,254,500 1,063,650 25.00% 3,190,850 2015A COP 6,375,500 1,593,850 25.00% 4,781,650 2016A COP 6,977,300 1,744,350 25.00% 5,232,950 2016B CANs 865,692 549,300 63.45% 316,392 2017A COP 3,318,500 830,667 25.03% 2,487,833 Subtotal Interest Expense 42,466,311 11,781,698 27.74% 17,865,788 Total Debt Service $ 82,032,528 $ 32,741,698 39.91% $ 36,472,005 Section 4- Page 1 2017-18 First Quarter Report This Page Intentionally Left Blank Section 4 - Page 2 Self Insurance Budget Review General Liability and Property Fund Budget Review For the Three Months Ended September 30,2017 Percent Actual of Budget Remaining Actual 2017.18 Through Through 2017-18 Through Increase Budget 9/30/17 9130/17 Budget 9/30116 (Decrease) Revenues: In-Lieu Premiums $ 2,110,870 $ 527,718 25.00% $ 1,583,152 $ 277,776 $ 249,942 Miscellaneous Other Revenue - 3,532 N/A - - 3,532 Service Department Allocations 18,700 4,674 24.99% 14,026 4,674 - Total Revenues 2,129,570 535,924 25.17% 1,597,178 282,450 253,474 Expenses: Benefits/Claims 100,000 2,500 2.50% 97,500 607,372 (604,872) Legal Services 130,000 1,938 1.49% 128,062 29,404 (27,466) Professional Services 25,000 0.00% 25,000 25,313 (25,313) Subtotal 255,000 4,438 1.74% 250,562 662,089 (657,651) Policy Premium Expense 1,080,000 300,528 27.83% 779,472 293,152 7,376 Total Expenses 1,335,000 304,966 22.849% 1,030,034 955,241 (650,275) Excess Revenue(Expense) 794,570 230,958 $ 567,144 (672,791) 903,749 Beginning Reserves 54,205,430 54,445,772 55,252,299 (806,527) Ending Reserves 8 55A00,000 $5Q676,730 $ 54,579.508 $ 97222 Section 5-Page 1 FY 2017-18 First Quarter Report Workers'Compensation Fund Budget Review For the Three Months Ended September 30,2017 Percent Actual of Budget Remaining Actual 2017-18 Through Through 2017-18 Through Increase Budget 9/30/17 9/30/17 Budget 9/30116 (Decrease) Revenues: In-Lieu Premiums $ 554,330 $ 138,582 25.00% $ 415,748 $ 299,075 $ (160,493) Miscellaneous Other Revenue 10,000 - 0.00% 10,000 - - Total Revenues 564,330 136,582 24.560/6 425,748 299,075 (160,493) Expenses: Benefits/Claims 600,000 72,623 12.10% 527,377 80,728 (8,105) Legal Services 175,000 5,937 3.39% 169,063 16,913 (10,976) Professional Services 65,000 N/A 65,000 14,075 (14,075) Subtotal 840,000 78,560 9.35% 761,440 111,716 (33,156) Policy Premium Expense 200,000 51,628 25.81% 148,372 52,206 (578) Total Expenses 1,040,000 130,188 12.52% 909,812 163,922 (33,734) Excess Revenue(Expense) (475,670) 8,394 $ (484,064) 135,153 (126,759) Beginning Reserves 2,475,670 2,464,418 1,913,178 551,240 Ending Reserves $ 2,000,000 _L 2.472.812 $ 2.048,331 $ 424,481 Section 5-Page 2 'e? Op October 31, 2017 STAFF REPORT Quarterly Treasurer's Report For the Three Months Ended September 30, 2017 SUMMARY Section 15.0 of the District's Investment Policy includes quarterly reporting requirements for the District's two investment portfolios. These two funds, the "Liquid Operating Monies," and the "Long-Term Operating Monies" are managed by Chandler Asset Management, the District's external money manager. The ongoing monitoring of the District's investment program by staff and Callan Associates, the District's independent investment advisor, indicates that the District's investments are in compliance with the District's adopted Investment Policy and the California Government Code, and that overall performance has tracked with benchmark indices. In addition, sufficient liquidity and anticipated revenues are available for the District to meet budgeted expenditures for the next six months. The District's portfolios do not include any reverse repurchase agreements or derivative securities. ADDITIONAL INFORMATION Performance Reports The Quarterly Strategy Review, prepared by Chandler Asset Management, and the Investment Measurement Service Quarterly Review, prepared by Callan Associates, is attached for reference. Also attached are Long-Term and Liquid Operating Monies Summary of Performance Data and Portfolio Statistics charts that depict the performance results, estimated yield and duration, credit quality, and sector diversification of the District's portfolios, as of September 30, 2017. The Liquid Operating Monies portfolio,with an average maturity of 62 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 July 1 through September 30, 2017. OCSD ♦ P.O.Box8127 ♦ Fountain Valley,CA 9272M127 ♦ (716)%2-2411 Quarterly Treasurer's Report For the Three Months Ended September 30, 2017 Page 2 of 3 Portfolio Performance Summary Quarter Ended September 30,2017 Liquid Operating Monies(%) Lang-Term Operating Monies(%) Total Rare of Total Rate of Realm Benchmark0) Realm Benchmark'I 3 Months 0.26 0.26 0.42 0.38 6 Months 0.47 0.47 0.88 0.86 9 Months 0.61 0.57 1.40 1.34 12 Months 0.73 0.66 0.55 0.27 Annualized Since inception 30 Nov 2014 0.47 0.34 1.24 1.19 Market Value 49.5M $333.2M Average Quality "AA1/101V °AA"PAal' Current Yield(%) 1.6 1B Estimated Yield to Maturity(%) 1.2 1.6 Quarterly DeposXs(Withdmwals) ( 75.2M) O.OM Estimated Annual Income .6M T5.8M (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) 31 Dec 16 113.0 316.6 31 Mar 17 85.2 318.2 30 Jun 17 124.4 331.8 30 Sep 17 49.5 333.2 District's Investment Account Balances as of September 30, 2017 Book Balances Estimated Investment Accounts September 30,2017 Yield(%) State of Calif.LAIF $59,788,981 1.11 Union Bank Checking Account 155,621 0.25 Union Bank Overnight Sweep Account 453,000 0.63 Union Bank W/C Checking 82,151 0.00 Chandler-Short-term Portfolio 49,296,313 1.16 Chandler-Long-term Portfolio 331,862,157 1.64 Petty Cash 3,000 N/A BNY Mellon OCIP Reserve 3,590,424 0.75 TOTAL 445.231.647 1.51 Debt Service Reserves w/Trustees 4 984 92fl 0.88 Quarterly Treasurer's Report For the Three Months Ended September 30, 2017 Page 3 of 3 District's Cost of Funds on Debt Issues as of September 30, 2017 Annual Cost of Funds Outstanding Interest Issue Description COP Balance Rate(%) 2009A Fixed $9,155,000 4.72 201 OA Fixed 80,000,000 3.68 201 OC Fixed 157,000,000 4.11 2011A Fixed 75,370,000 2.61 2012A Fixed 100,645,000 3.54 2012B Fixed 66,395,000 1.50 2014A Fixed 85,090,000 2.34 2015A Fixed 127,510,000 3.30 2016A Fixed 145,890,000 3.02 2016B Fixed 109,875,000 0.87 2017A Fixed 66.370 000 2.55 TOTAL SI 09001N1 Weighted Avg.Cost of Funds 2.89 ATTACHMENTS 1. Chandler Quarterly Report 2. Summary of Performance Data and Portfolio Statistics — Liquid Operating Monies 3. Summary of Performance Data and Portfolio Statistics— L-T Operating Monies 4. Investment Transactions and Balances in LAIF 5. Asset Summary by Asset Type — Liquid Operating Portfolio 6. Asset Summary by Asset Type — Long Term Portfolio 7. Asset Summary by Asset Type— Owner Controlled Insurance Program Escrow with Liberty Mutual 8. Asset Detail — Consolidated Holdings 9. Custody Transaction History—Consolidated 10. Callan Quarterly Review 11. Chandler Quarterly Review 12. Rating Agency Comparisons C/" CHANDLER ASSET MANAGEMENT September 30, 2017 Mr. Mike White, CPA Controller Orange County Sanitation District 10844 Ellis Avenue Fountain Valley CA 92708-7018 Dear Mike, Bond Market Recap The Federal Open Market Committee (FOMC) left the fed funds target rate unchanged at a range of 1.00%-1.25% at the September 19-20 meeting. However, the Committee began its balance sheet normalization program this month. The process of unwinding the Fed's $4.5 trillion balance sheet is beginning gradually by allowing $6 billion per month in Treasury securities and $4 billion per month in mortgage-backed and agency securities to roll off the balance sheet. Over time, the amounts will slowly increase to $30 billion per month in Treasury securities and $20 billion per month in mortgage-backed and agency securities. The Fed's updated economic projections still indicate one more rate hike before year-end is expected. However, the Fed lowered its median longer-run fed funds rate projection to 2.8% from 3.0%. The Fed's other economic projections were little changed in September, although the median 2018 inflation forecast was lowered slightly, suggesting that the Committee now thinks inflation may remain below the Fed's 2.0%target until 2019. GDP grew by 3.1% in the second quarter, following growth of 1.2% in the first quarter. The consensus forecast currently calls for GDP growth of about 2.6% in the third quarter and 2.4% in the current quarter. We believe economists may trim their estimates for third quarter GDP growth, to reflect disruptions caused by Hurricanes Harvey and Irma. Tax reform or fiscal stimulus may ultimately help fuel stronger economic growth, but the timing and magnitude of such programs remains uncertain. The Treasury yield curve steepened in September, partially reversing some of the curve flattening that has happened year-to-date. The 2-year Treasury yield increased 16 basis points in September to 1.48% and the 10-year Treasury yield increased about 22 basis points to 2.33%. On a year-to-date basis, the 2-year Treasury yield increased 29 basis points and the 10- year Treasury yield declined 11 basis points. Since the beginning of this year, we believe market participants have grown skeptical that the Trump administration will deliver on many of their legislative objectives. However, the administration recently outlined a general framework for tax reform, sparking some renewed optimism that changes to the tax code may help boost economic growth. C/" CHANDLER ASSET MANAGEMENT The yield curve steepened in September but has flattened year-to-date. The spread between 2- year and 10-year Treasury yields was just 85 basis points at the end of September, compared to 126 at the end of 2016. In the three months ending in September, the 2-year Treasury yield increased about ten basis points while the 10-year Treasury yield increased just three basis points. Immediately following the US Presidential election last fall, the Treasury yield curve steepened, but much of that has since reversed. Consumer Prices The Consumer Price Index (CPI) was up 1.9% year-over-year in August, versus up 1.7% year- over-year in July. Core CPI (CPI less food and energy) was up just 1.7% year-over-year in August, unchanged from the prior month. The Personal Consumption Expenditures (PCE) index was up 1.4% year-over-year in August, unchanged from June or July. Core PCE (excluding food and energy) was up just 1.3% year-over-year in August, versus up 1.4% year-over-year in July. Inflation remains below the Fed's 2.0%target. Retail Sales On a year-over-year basis, total retail sales were up 3.2% in August compared with a 3.5% increase in July. On a month-over-month basis, retail sales declined 0.2% in August, below expectations for a 0.1% increase. Excluding autos and gas, retail sales fell 0.1% in August. Overall, August retail sales were lackluster. Although August results may have been negatively impacted by Hurricane Harvey, the retail sales figures for July were also revised down. Labor Market U.S. payrolls declined 33,000 in September, well below the +80,000 consensus estimate. However, September payrolls were likely significantly distorted by the hurricanes. The unemployment rate decreased to 4.2% in September from 4.4% in August, and the labor participation rate increased to 63.1% from 62.9%. 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, declined to 8.3%from 8.6%. Wages jumped 0.5% in September. On a year-over-year basis wages were up 2.9% in September, versus up 2.7% year-over-year in August. Housing Starts Total housing starts fell slightly in August but were still stronger than expected. Single-family starts increased 1.6% in August, partially offsetting a 6.5% decline in multi-family starts. Permits were stronger than expected in August, up 5.7%, driven by a 19.6% surge in multi-family permits. Overall, the August housing starts report was favorable, particularly considering it includes some effects from Hurricane Harvey. 2 C/" CHANDLER ASSET MANAGEMENT TREASURYYIELDS 9/3012017 6/30/2017 CHANGE 3 Month 1.05 1.01 0.04 2 Year 1.49 1.38 0.11 3 Year 1.62 1.55 0.07 5 Year 1.94 1.89 0.05 7 Year 2.17 2.14 0.03 10 Year 2.33 2.31 0.02 30 Year 2.86 2.84 0.02 Economic Data Remains Indicative of Slow Growth ECONOMIC INDICATOR Current Release Prior Release OneYear Ago Trade Balance (42.4)$13In AUG 17 (43.6)$Bin JUL 17 (41.1)$Bin AUG 16 GDP 3.1%JUN 17 1.2%MAR 17 2.2%JUN 16 Unemployment Rate 4.2%SEP 17 4A%AUG 17 4.9%SEP 16 Prime Rate 4.25%SEP 17 4.25%AUG 17 3.5%SEP 16 CRB Index 183.09 SEP 17 180.86 AUG 17 186.31 SEP 16 Oil(West Texas Intl $51.67 SEP 17 $47.23 AUG 17 $48.24 SEP 16 Consumer Price Index(y/o/y) 1.9%AUG 17 1.7%JUL 17 1.1%AUG 16 Producer Price Index(y/o/y) 2.9%AUG 17 2.296JUL 17 (1.9%)AUG 16 Dollar/Euro 1.18 SEP 17 1.19 AUG 17 1.12 SEP 16 Swrce:eloomberg 3 C/" CHANDLER ASSET MANAGEMENT Performance Attribution Long-Term Portfolio The Long-Term portfolio modestly outperformed the benchmark during the quarter, generating a return of 0.42% versus 0.38% for the Bank of America 1-5 Year AAA-A US Corporate and Government Index. During the quarter the overweight to spread product versus the benchmark was additive to results as both Agency and Investment Grade Corporate spreads modestly tightened. The term structure of the Long-Term portfolio remains positioned for interest rates to move higher, thus the Chandler team has kept a dedicated allocation to the zero to one year portion of the maturity distribution, which also proved to be additive to the positive performance differential versus the benchmark. The Chandler team added securities in the Treasury, Agency, Asset Backed, Certificate of Deposit, and Commercial Paper sectors of the market during the quarter. The majority of purchases were focused at both the front end and long end of the eligible maturity distribution; the Chandler team continues to position the portfolio to be underweight the one to three year portion of the curve. In Chandler's judgement, the aforementioned one to three year portion of the maturity distribution is unattractively valued based on the teams forward based expectations for interest rates and monetary policy. The duration of the portfolio was unchanged during the quarter, remaining at 2.44, as the team continues to position portfolios to be slightly below the duration of the benchmark based on the expectation of a modestly rising interest rate environment. Liquid Portfolio The Liquidity portfolio matched the return of the benchmark during the quarter, generating a return of 0.26% versus the 0.26% return for the Bank of America Merrill Lynch 3-Month Treasury Bill Index. The portfolio experienced heavy cash outflows on a net basis, as $75 million was withdrawn from the portfolio during the quarter. Due to the short maturity profile of the strategy, many securities were purchased across the Treasury, Agency, Commercial Paper and Corporate sectors of the market to keep the portfolio as fully invested as possible, despite the large net cash outflow. The purchased securities ranged in maturity from July 2017 to March 2018. Chandler continues to invest in the Agency discount note sector to partially offset upcoming cash flow needs while being more opportunistic, and yield seeking, with the short maturity Corporate notes in the portfolio. 4 C/" CHANDLER ASSET MANAGEMENT Economic Outlook Traditional monetary policy was stable during the quarter as the Federal Open Market Committee (FOMC) left the federal funds rate unchanged at a range of 1.00% to 1.25% during the third quarter. Notably, the FOMC formally announced its well telegraphed plan to being the process of balance sheet normalization. The process of unwinding the Fed's $4.5 trillion balance sheet is beginning gradually by allowing $6 billion per month in Treasury securities and $4 billion per month in mortgage-backed and agency securities to roll off the balance sheet; the amount will increase by $10 billion per quarter, in the same 60/40 ratio, with the amount being capped at $50 billion per month over the next five quarters. The Fed provided updated economic projections in September, which indicate another rate hike before year-end is expected. However, the Fed lowered its median longer-run fed funds rate projection to 2.8% from 3.0%. The Chandler team is forecasting the terminal Fed Funds rate at equilibrium will be low, and expects the Fed's forecast to gradually compress over the coming quarters. The Fed's other economic projections were little changed in September, although the median 2018 inflation forecast was lowered slightly, suggesting that the FOMC now thinks inflation may remain below the Fed's 2.0% target until 2019. Risk markets continued to perform well during the third quarter, as equity prices were higher and investment grade corporate spreads tightened. The demand for high quality spread product in the fixed income markets remains robust, and we do not anticipate market dynamics changing in the upcoming quarter. Beyond the upcoming quarter, however, we think several policy developments have the potential to impact market valuations. Tax reform and the likely repatriation of monies back to the United States has the potential to lessen the demand for high quality fixed income assets, a development the team would welcome. Additionally, although the contraction of the Federal Reserve's balance sheet is quite modest, as the amounts increase in 2018, the term premium embedded in the Treasury curve is likely to come under pressure. Strategy Strategy highlights for the Long-Term Portfolio in coming months: • Increase the overall maturity profile of the Corporate component of the District's portfolio. o Although valuations in the high quality corporate segment of the market are fully valued in Chandler's judgement, the team will still utilize upcoming maturities in the banking, energy, and technology sectors to keep the overall exposure to the corporate sector stable. o Due to Chandler's desire to maintain exposure at the wings of the maturity distribution, new corporate exposure will likely be added between the four to five year maturity points. • Valuations in the Agency sector remain expensive; the Chandler team will continue to deemphasize exposure to the sector until valuations become more attractive. • Opportunistically increase exposure to the short maturity Asset Backed and Commercial Paper sectors of the market which continue to have reasonable valuations relative to alternative high quality, short maturity, alternatives. 5 C/" CHANDLER ASSET MANAGEMENT Strategy highlights for the Liquidity Portfolio in coming months: • Continue to ladder the Agency discount note and Treasury exposure to coincide with forecasted liquidity needs. • Opportunistically add Corporate exposure to the portfolio where the additional spread compensation versus the Treasury curve is compelling. • Maintain a dedicated exposure to the Treasury sector on an ongoing basis to ensure ample liquidity in the portfolio at all times. Compliance Issues CA Orange County Sanitation District Long Term September 30,2017 COMPLIANCEPOLICY Assets menegetl by CbandlerAsse(Menegementere in NII compliance dith State Imvard aeh the inresbnentibmicy Category Sbndad Comment Treasury Issues 5years matlmum maWny Complies' Summational "AA-or better by of 3 NRSIFI 30%mapmun; 5%max indi 5yame meant, Includes only Complies IADB,II and IFC per CGO U.S.Aged— 20%maxissuer, 5yearsmatimummannty Complies U.S.Corsi(MI 'A'or better lmg temratling by l of 3 NRSROs; 30%maximum;5%max letter, 5 years max maWdy Complies Municipal Secumes 'A'or bother b 1 of 3 NRSROS'10%maximum 5%max issuer5 yeady mesedinnum maturity Complies Assetsaidedi CMOs(hortyli •AA•orbetter by l of 3 NRSRC%; "A'or N9ner issuer rating by 103 NRSRC% 20%maximum; 5% complies' medical max issuer(excluding MSSI oMagency),5 max memory NegoBable CDx 'A'or better on its big term debt by t of 3 NRSROx; 'At P1-or Ngnest start tern mange by l of 3 Complies NRSR05; 3056maximum;5%maxissuer, 5yeere mexlreNety CDIITD3 5%max Issuer, 5 years max maturity Complies Banker's Acceptanrsa A-1,orequiralera highest sMlt term mtirg by l af3 NRSRCS;40%maximum 5%maxsexual,180 Complies ideasmax noaWn Comment Paper A-1,orequlrslsd by l a03 NRSRO A•or baderby l of3 NRSROn,Ifblg Ism dam ousted;25% Compiles peodmi 5%maxissuer 270dr mean Must Fund B Money Market 1-igbestmergby2NRS110s; 20%maximum;10%maxpermusedfund; 20%maxpermoneymarket Complies MuWal Fund nutbefixld Recipients.Agreements 102%dlsensil'Isatin Complies Ressrse Rapsursibeary,Agreements 5%maximun 90 d max maturity Cam lies IAIF Not le ad byimesMerlt adbser complies AW Durl Noted caused 50 moMls-(80%to 120%offt benclee ) complies Maximus Matunty 5 years maximum matinty Complies' 'Ina Oast nee unente-a.ec(ft)s oust veb meWtlliee greeterthan 5 ymn inclWlry one(1)AB5.W pb(coss,ee2mttn(I))MBe ad one(b Vmsur, All sendsore were dnmlm Imm me gaga,..manager am mmonm name npamneee. 6 C/" CHANDLER ASSET MANAGEMENT Orange County Sanitation Diatrid Liquid OL Sepaimber3ll COMPLIANCE WITH INVESTMENT POLICY Assetamanaged by ChandlerAssel Managementare m Nli compliance wM Stafe lawand WM Me inm MentpMicy Standard Comment Trawar Sues 1War Maximum maNnty; Mini allocation of 10% Complies Stprere4onal "AA'or better by I of 3 NRSROsu 30%maximum; 5%max issuer, I War maturity, Complies Includes of ADS.E RD.and IFC per CDC U.S.Agencies 20%max fiscal l Wouncrximum maturity Complies U.S.Corporate(fin"i 'A'or better long term hiring by l of 3 NRSROs,30%osmium;5%max ianswer; IWar Complies max memory Asset BBdcadlCMOs "AA`or befer by l of 3 NRSRC,, "A"or higher issuerratir,by l of 3 NRSROs; 20% Complies maximum; 5%maxlssuer, 1 maWd NegMlable CDs "A'or bederon its long term debt by l of 3 NRSROs 1 W it or highest shortorm fatlngs Complies 61of 3 NR5RO5. 30%maximum,5%max lsamen1 war max maturity CDaITDS 5%max Issuer,l year max maturity Complies Bankera Accaptances A-1.or equivalent shed term rating by l of 3 NR3RO5140%maximum;5%max issuer,180 Complies days max marvi CommemlalPaper A-1,or agJeelen,by of 3 NRSROS;-A Or better by l of 3 NRSROs,if lorg term debt Complies Issued' 25%mammum,5%maxiamr,2]0da maWn MWmIFUMBMonsy Market MmotIFurd Hlgbeamw,by2NRSR0s; 20%metlmvn;10%maxpermNuaIWM; 20%maxper Complies moneyousarmitonutualford! Repucbaee Agmemeras 102%colla alliration Complies Reason,Re urchaseA reements 5%madown 90 days malubly, complies LAIF Not used by irnesomem soldier Complies Prohbited MUNdpal Securities Complies Prohibited Mortgage Securibas Complies A,Duration %tWaxces: 180days; Maxdwat nof1QWar Complies Maximum MaWdy I War maximum matudy Complies C/" CHANDLER ASSET MANAGEMENT OCSD Lehman Exposure September 30,2019 COMPLIANCE WITH INVESTMENT POLICY Assets managed by ChandlerAsset Management are in full compliance with State lawand with the immalment policy Category Standard Comment Treasu"sues Steams maximummaturity Complies Supram4onal "AA•orbetterbylof3NRSR0s; 30%maximum; 5%ma; 5yeammaturity Complies Includes only ADB,IBRD,au!IFC per CGC U.S.Agencies 20%max issuer' 5 we.maximum maturity Complies U.S.Corpoate(Mi 'A'or better cing teen red ng by l of 3 NRSROs; 30%maximum;5%max issuer, 5 Complies' years max maturity Munldpal Securities 'A'or Ngher by l of 3 NRSROS;10%maximum; 5%max issuer 5Were Complies maximum maturity Asset Backed/CMOs/ 'AA'or better by of3 NRSROs; "A'or higher issuer rating by l of3 NRSROs; Complies Morlgagebacked 20%maximum; 5%max issuer(excluding MBS/gout agerwy);5 years max maturity Negotiable CDs 'A'or better on its long term debt by l of3 NRSRCs; "ALP1'or highest short Complies tern ratings by 1 of 3 NRSROs; 30%maximum;5%max issuer, 5 Were max maturity CDs/TDS 5%max issuer, 5 we.max maturity Combine BankeesAcceptances A-1,or equivalent highest short temp rating by l of 3 NRSROS; 40%maximum; Complies 5%max issuer,180 days max maturity Coanmerelei Paper A-1,or equivalent by l o1`3 NRSROS; "A'or better by l of3 NRSROs,lflong tern Complies debtissued' 25%maximum' 5%maxissuer 270da maxmatun Money Market Fund Hi hestati b 2of3NRSROs' 20%maximun'10%maxissuer Complies Re urchaseA amments 102%collateralimtion Complies Reverse Repurchase 5%maximum,90 days max maturity Complies Agreements -AF Not used b imeahneMadNser Complies AA Duration Not to exceed 80 mi - 80%to 120%ofele benchmark Complies Maximum Maturity 5 years maximum maturity Complies 'Account Wds$2 million race,elue(cueip 525ESCOYe)and Wooden one, due(cuslp 525ESC1 W)ortlermned-shman Bros HdEVpa that were pumMaed by nre prerwa meme0er. Compn.ar time Mpurcneae. 8 C/" CHANDLER ASSET MANAGEMENT Defaulted Bonds OCSD Lehman Expmum-Account#10284 For the Month Ending 913 012 0 1 7 eR.DDD slrovMA4 A. LY.menBmmes Mognvmmleq epbl.D I..n. 5],N]M no xmlm I&M NR.NR OAO 0 0 w laaull Rm wazwRI.Rom mw.b DDDv DDDK oxn'1en om wNR cwpwa szsemiN ®mD.m a oao sxERVIR ItlmW sdM.M>GINRM ;Cm.ttQW .19'A]B 1AR,1]w.Y RRx I... �WU% NRINR ]xa DmN o.Irevme amx xlbx Dm tA545WID ICiJFl.W b]I ).W6pp\pp GOw{ tANSWA] OW% W 11.]q>NWINRDAD TOULNMIIOLp ;::;= ] IwA]1ID I.".1 NR/NR xJ5 ;DW.NIM 60bR t514b3A] D.W 11.>xNl wl NR QW 9 OIL CHANDLER ASSET MANAGEMENT Ratings Orange County Sanitation District Long Term September 30,2017 vs.June 30,2017 mow AM AA A U NR O9/d917 7.5% 705% 113% 3.2% 7,5% 0&34017 11,8% as 11A% 3.2% 7.6% sm-vs wa, Orange County Sanitation District Liquid September 30,M17 vs.June 30,2017 amx more om AM M A U MR 03/30n7 V.m 12.2% 20.0% 0.0% 00% 0&3N11 B&9% 259% 5,2% 0A% 00% sa,o.scawu.P 10 C/" CHANDLER ASSET MANAGEMENT OCSD Investment Program Quarter End Portfolio Value $600,000.000 Liquid Operating Monies $500,000,000 •Long-Term Operating Monies $400,000,000 $300,000,000 $200,000.000 $100,000,000 `��S %A" )j 4��i IPA" HISTORICAL YIELD CURVE 4.00% �SEPTEMBER 2017 AUGUST 2017 3.00% — SEPTEMBER2016 __________________________________________________2.86%- 2.17% 2.33% 2.00% 1.94% ____________ _ __________________________ 1.62% 1.49% 1.19% 1.00% 1.05% 0.00% a s a s s l a u GilOrange County Sanitation District Liquid Portfolio Summary Account#10282 As of 913 012 01 7 PORTFOLIO CHARACTERISTICS ACCOUNTSUMMARY •• 911" Beg.Values End Values Issuer %Portfolio Average Duration 0.17 as of 8/31/17 as of 9130/17 Government of United States 21.2 Average Coupon 1.64% Market Value 76,221,473 49,303,889 First American Gov(Obligation 19.5% Average Purchase YTM 1.12% Accrued Interest 199,520 182,588 Federal Home Loan Bank 14.1 Averse Market YTM 1.16% Total Market Value 76,420,993 49,486,477 9 Federal Home Loan Mortgage Corp 10.3 Average S&P/Moody Rating AA+/Aal Income Earned 79,841 63,830 Bank of Tokyo-Mit UFJ 2.5 Average Final Maturity 0.17 yrs COntAYD -27,000,000 JP Morgan Chase&Co 2.1 Average Life 0.15 yrs Par 76,184,405 49,279,321 General Electric Co 2.1 Book Value 76,226,938 49,307,700 United Parcel Service 2.0 I Cost Value 76,276,046 49.436,322 73 9 Y • - • • MATURITY DISTRIBUTION aD% US us Corporate - - Treasury 62.9% (28.2%) (21.2%) AA 80 (42.2%) Commercial Negotiable 40% 3i2% Paper CD (4.5%) (2.0%) qqA 20% (37 7%) Money Market Agency Fund! (24.5%) % 0 25 25-.5 5.1 1 1.5 15.2 2.25 25-3 3. A Maturity(Yrs) (20 0%) Total Rate of Return Current Latest Year Annualized Since As of 9/30/2017 Month 3 Months To Date 1 Yr 3 Yrs 5Yrs 10 Yrs 11/30/2014 11/3012014 Orange County Sanitation District Liquid 0.09% 0.26% 0.61 % 0.73% N/A NIA N/A 0.47% 1.33% BAML 3-Month US Treasury Bill Index 0.09% 0.26% 0.57% 0.66% N/A N/A N/A 0.34% 0.95% Chandler Meal Management-CONFIDENTIAL Page 1 Execution Time:100MI711:10:05 PM C/" Orange County Sanitation District Long Term Portfolio Summary Account#10268 As of 913 012 01 7 PORTFOLIO CHARACTERISTICS ACCOUNTSUMMARY •• aaaa� 9r Beg.Values End Values Issuer %Portfolio Average Duration 2.44 as of 8/31/17 as of 9130/17 Government of United States 32.3 Average Coupon 1.81 % Market Value 332,562,574 332,014,640 Federal National Mortgage Assoc 11.2% Average Purchase YTM 1.73% Accrued Interest 1,341,711 1,185,227 Federal Home Loan Bank 8.8 Average Market YTM 1.64% Total Market Value 333,904,286 333,199,867 Federal Home Loan Mortgage Corp 5.9% Average S&P/Moody Rating AA/Aal Income Earned 469,208 473,047 Intl Bank Recon and Development 3.0 Average Final Maturity 2.74 yrs ContAVD -6,762 Inter-American Dev Bank 2.9% Average Life 2.53 yrs Par 330,773,611 331,422,261 John Deere ASS 2.2 Book Value 330,704,839 331,327,657 Bank of Tokyo-Mit UFJ 2.0% I Cost Value 332.126,194 332,760,837 68.3% • - - • • MATURITY DISTRIBUTION 97% MBS 20% 1ae% 1B.3% 18.7% %) (0.6%) (70.5%I u8_Corp (Me%) US Treasury 15% BBB (32.3%) (3.2%) CP (2.0%) NR Munkipals 10% 8.9% (7.5%) (1.4%) ��..Negotiable CD 84% AAA MMF (1.8%) 5% 4.2% 4A% (7.5%) (1.3%) CMO Supranational (0.8%) (6.6%) ABS Agency o-ss ss-s s-i i-i 2-s a-x a-s s. A - (47%) (24.7%) Maturity yrs) (11.3%) Total Rate of Return Current Latest Year Annualized Since As of 9/30/2017 Month 3 Months To Date 1 Yr 3 Yrs 5Yrs 10 Yrs 11130/2014 11/3012014 Orange County Sanitation District Long Tenn -0.21 % 0.42% 1.40% 0.55% N/A N/A N/A 1.24% 3.54% BAML 1-5 Yr US Corporate/Govt Rated AAA-A Index -0.29% 0.38% 1.34% 0.27% N/A N/A N/A 1.19% 3.42% BAML US 15 Yr US Corp/Gout Rated AAA-BBB Index -0.25% 0.44% 1.56% 0.53% N/A N/A N/A 1.36% 3.89% Chandler Asset Management-CONFIDENTIAL Page l Execa9an Time:100M171I M M PM Orange County Sanitation District Investment Transactions and Balances in the State of California Local Agency Investment Fund September 30, 2017 Par Value Book Value Market Value Rate Yield Balance September 1,2017 $48,888,981 $48,888,981 $48,888,981 1.11 1.11 Deposits: 9/27/2017 23,600,000 23,600,000 23,600,000 1.11 1.11 Total Deposits 23,600,000 23,600,000 23,600,000 1.11 1.11 Quarterly Interest Distribution 1.11 1.11 Withdrawals: 9/7/2017 (5,700,000) (5,700,000) (5,700,000) 1.11 1.11 9/13/2017 (2,300,000) (2,300,000) (2,300,000) 1.11 1.11 9/21/2017 (2,500,000) (2,500,000) (2,500,000) 1.11 1.11 9/28/2017 (2,200,000) (2,200,000) (2,200,000) 1.11 1.11 Total Withdrawals (12,700,000) (12,700,000) (12,700,000) 1.11 1.11 Balance September 30,2017 $59,788,981 $59,788,981 $59,788,981 1.11 1.11 0-01-B-4 Iobankm ` 40--01-B-02 08-04 0101 -21-02908-04 OCS CHANDLER LIQUID OPERATING PORT ACCOUNT 6745046600 Period from September 1,2017 to September 30,2017 AS$ET$UMMARY 09/30/2017 09/3012017 %OF ASSETS MARKET BOOK VALUE MARKET Cash And Equivalents 16,392,587.37 16,387,772.90 33.13 U.S.Government Issues 18,013,890.00 18,099,559.96 36.40 BOND Corporate Issues 14,889,835.70 14,937,864.25 30.09 Total Assets 49 298 313.07 49 425197.11 99.62 Accrued Income 187,217.39 187,217.39 0.38 Grand Total 49483530.46 49612414.50 100.00 #W—..EQ.VV.A.cR Estimated Annual Income 702,218.57 0-01-B-4 Iobankm gn 40--01-B-02 08-04 0101 -21-02908-04 OCS CHANDLER LONG-TERM PORTFOLIO Page 6 of 56 ACCOUNT 6745046601 Period from September 1,2017 to September 30,2017 AWT$UMMARY 09/30/2017 09/3012017 %OF ASSETS MARKET K VALUE MARKET Cash And Equivalents 10,951,935.34 10,930,215.16 3.29 U.S.Government Issues 193,579,933.07 193,305,093.24 58.09 Corporate Issues 100,849,453.24 102,282,082.58 30.26 Supranational Issues 21,951,574.90 22,077,842.05 6.59 BOND CASH E°UIV BACGR Municipal Issues 4,529,260.80 4,307,633.89 1.36 Miscellaneous .00 1,112,174.55 0.00 Total Assets 33 ,862 57.35 3342015,041.47 99.59 Accrued Income Grand 1,368,118.86 1,368,118.86 0.41 Total 333 230 276.21 335 383 160.33 100.00 Estimated Annual Income 5,872,988.64 ncou3022 a o6mvzon Through as/3orzenBi MELLON co e08 OCSD LIBERTY MUTUAL Statement of assets Held _ Speaks/ Mark.PH. Mwk01 Velw ACmrrM lnconro Per VYu AwM 0wu40en Awralrei .Gear Uabroad are, l4wluY YIYd FIXED INCOME 3,000,I)DO.OW UNDEDSTATESTMASURYNOTEIBDND 09.73400 3,690,424.00 12,393.44 0.76% CUS1P:912028M26 09.72268 3,690,016.63 27,000.00 MATURITYDATE:0VIS)i MTE:0.760% M00Drs As e 7a FIXED INCOME 3,690,424.00 12,3WM 0.76% steel 27,001180 ACCDUNTT01i %no thaA.00 12,30il Ill 3,600,016.09 21,000.00 Tolel Market Value Pon Tool Acmed breams 3.81(f 1T.44 Statement of Transactions Therein M Tmecrwn D.scroolon bass PrescInt Ober aInYU:eW No Transactions This Period The Bank of New York Mellon may ullllm subYdladesand auditors to provide servlcea and cerlaln poducle to the Account. Subeltllmlw and affiliates may be compensated former feral and products. 99 Tha yell oleecurlllea eel forth on this Account Statement are delermlPad by The Bark of New York Mellon for Corporate Trust on Me bale of mniet prices and Information 8 OW�by The Bankof WwYom MellonframwnalliUaMIblrdpares(im)Wlr Intlw nl WWWwWom)('Ihlydpony RiclnOeeMms"). The Bwkof New York Mellon has rot veri sworn merkel values or infomaWn and makes no..I..wto the accuracy or rorracthaee of=oh market values or Information or that the market values set forth a wlM1ls ACCDwtSn,emenl rellem IM1e valueol me eecaiaesmtcwamMizWupon Ihamkoleud,e wl,W. In sell the mametYllws flu Mauritis eel fall In this Accwnt Statement may dillerlrom the market eicasand Informal for Me same sawdllea used byotMrbuelren uNN pl The BI New Y.A Mellon or l,s subsld oie.or affiliates,based upon marker prices aral nforma,icn received 9ornot er MA parry Pakln9 servlwsAll by own other business unlit. Corporato Thal Wake not compare Its market values with those used by,or reconcile different mark0t values Used by,other bwinees uNN of The Bwh of New Vak Mellor or In eubeMlMlea or lie aiklletee. The Berk of New York Mallon shall not be liable for any loss,darwpe or ekPanw incurrebas a resultol orarli from or related to,he marketvalues or Informal provided by third party prbhq wrvlees cr 1M1s dlllerences'm marks,prleesor ld.mos,bn pm Att by other Mild Party prbiry esrvkes. U.S.Bank Pivot Page: 1 of 8 Consolidated Holdings Report-Detail,With Totals Prim Dale: 10/300017 at t:D:44pm Asset Class,CUSIP Settle Dated As Of: 09/302017 CUSIP. le—Dare aamm, Annual %Total U.—Heed There r Aaml DeurloMonand SEDOL Mawein Dan 8&P In m/ nil Pa. Unar FM Cane Market Vain e Market U.SI lane CASH CASH Pnnapol CSak -1949,797,16 -1,949,71716 Income COh 1,949,797,16 1,949,797.16 To.For AbA Type: CASH Sk" $ODA .99% CASH EQUIVALENTS COMM PAPER-DISCOUNT 06538BYSO BANKOFTOKYOMITSUBISCP IINB/17 05IO8a2017 0(maS 99.069000 7,885,00IN0000 ),040,87]94 7,974,67065 25.79231 11/08n017 89233OXW1 TOYOTAMOTORCREDIFCOCP I(aNW17 OVOV2017 .000WO 99.90,50)) 1,000,M,0000 999,022,22 959,060'w 37,73 10/0/2017 TOW For Anne Type: COMM PAPER-DISCOUNT SRM7,900.16 $8,813,730.65 233E 525ASOA9 SHORT TERM FDS-TAXABLE(ACM) 318,46V567 FMSTAMGOVTOBFDCLZ .009005 100.0000s) 11,477,142.0600 11,477,142.06 11,4T1,142.06 .an FGZXX Total For Ansel Type: SHORT TERM FDSTAXABLE(ALSO SI1,477,142.W 1114I,142.06 3.01% 50100 CORPORATE OBLIGATIONS CORPORATE BONDS AND NOTES 025WAY5 AMEMCANE3PRESS 2000E 3/19/18 03/19/2008 A3 070000 102493M 2,900,000.0000 3,377,385.79 2,97229200 -405,088.79 OV19/2010 BBB+ 02665WAH4 AMERICANHONDAMFN 2.250% &15/19 09/09a014 A2 .022500 100]99Htl 4,000,Oa7.0000 4,046,"Boo 4,031,760.00 -14,99000 08/15/2M9 A+ 02665WAT8 AMERICANIFNDAMTN 1.500% 3/13/18 03/13n015 A2 .015000 100.045000 1,000'".0000 1,001,140.00 1,000,450.00 -690.00 03/13/2018 A+ 037833BS8 APPLE INC 235WA 2=1 0M3n0A AAI .022500 100.805" 4,000,000AW00 4,050,84000 4,032200.W -18,6M.00 02/23/2021 AA+ 060505DP6 BANKOFAMERICA 5A50%IL01/17 VMoV2007 BAAI 057500 100.688M 3AW0010000 4,334,014.00 3,826.1"te) -502870.00 IV01/2017 BBB+ 06406HCE7 BANKOFNYMTN 13WAe IWIIS 10/25a012 At .013000 99.9110.tl 870,M.0000 869,364.90 86o225.70 -139.20 01)25/2018 A 06406HCWJ BANK NY MELLON MTN 2.300%9/11/19 09/112014 At .023000 100.776000 2,120,000.0000 2,142,175.20 2,136,451.20 -5,724.00 09/112019 A 06406RAA5 BANKOFNYMTN 2600°A V07M WAVY2017 At .026000 100995000 2,500,"ame0 2,50,1,475,0) 2,524,875.W 20,R0.00 OV072022 A OM17GXH6 BANKOPNOVACD 1.570o4 V09/18 OAV/2017 015700 99.95300) 5,825,000.0000 5,825,000.03 5,82 6225 -2,737.75 fflo(v2010 073902CD8 BEARSTEARNSCOINC 4NIK 71OVIS 06/25a(E3 A3 .W50010215601) 3,200,000.0000 3,523,52000 32M,992.00 -254,52800 07=2018 N/A U.S.Bank Pivot Page: 2 of 8 Consolidated Holdings Report-Detail,With Totals Prim Dale: 10/300017 at Lll:4 pm Asset Class,CUSIP Settle Dated As Of: 09/302017 CUSIP% hao Dare Moody Annml %Talal U.p11.d Tkke A,wl Dew,Intlon and SEDOL Malotlh Daa up loassn n. P Il. 1 Est C'32 Ma,kel V.I. MMM.rk Gal./Ipn 084664BT7 BERKSHIRE HATHAWAY I W1. 5A502 05/15/2012 AA2 Woos) 103.357000 4,000,000.0000 4,131,120,W 4,134,280 OR 3,1000 05/15/2022 AA 1667.AA8 CHEVRON CORE 1.104%EV05/17 IV05a012 AA2 011040 99952000 2,000,000.0000 1,988,60000 I,SS9,040.W 10,440.00 IV05/2017 AA- 166764BC3 CHEVRON CORE 1.344%11AW/17 IIII72015 AA2 .013490 99..8000 1,000'".0000 I,000,780.00 559,980.00 -800.00 HMG017 AA- 1667MB04 CHEVRON CORE 2.100% 5/16GI 05/16C016 AA2 .021000 HORN9000 2,500,0.U0000 2p85,350.00 2,501,225.0a 15,87500 05/1fCNO1 AA- 24422ESS9 30H14DEERECAPMTN 2300%9116G9 09/15/2014 Al -023W0 101,100000 5,000,000.0000 5.046,984.00 5.055,000-W 8,01600 0%IfiC019 A 24422ES17 IOHNDEEREMTN 1.35W.. 1/16�18 01/162015 A2 .013500 99986WU 1,m0,"'0000 9 ,619.50 959,860.W 240.50 OU160018 A 30231GAD5 EKXON MOBIL 1.305% 3/0&18 03/0Mh)15 AAA .013050 99.947020 1,000'".0000 999,620.00 559,470.00 -150.00 03/06/2018 AA+ 30231GAV4 EXXON MOBIL 2.222% 3101/21 03/03n016 AAA .022220 100755" 3,000,"Rom0 3,016,097,40 3,022,650.0a 6,552.60 03/01/2021 AA. 36960HC6 GENERAL ELECTRIC CO 5250"L 12/M/17 1&06/2007 A1 -052500 100.698000 1,000,W.0000 1,033,650.00 LW6980W -26,670.00 EVON2017 AA- 36962G7M0 GENERAL ELEC CA MTN 2.200Ye IOWN) 01/09/2015 At .022000 100R920()0 3,00RIooR000 5,014,950.00 5,044ORM 29,650.00 OI/09/2020 AA- 38141GFG4 GOLDMANSACHSGP 5.95011, 1IIW18 DIHW008 A3 .059500 101.268000 600,000.0000 692,806.00 6%,608.00 -85,199.00 OIIIW2018 BBB+ 40428HPH9 HSBC USA INC 1625% 1/16/18 IMM012 A2 .016250 100037" 4,000,000A000 4,003,63000 4,001p80.0) -2,150.00 01/1&2018 A 40428HPR7 HSBC USA INC 2.350%ClOnO 03M5/2015 Al 023500 100.63900) 1,250,000.0000 L222,787.50 1,25798750 35 00.00 03/05nM0 A 458140AL4 MIELCORP 1.350%12115117 IVII1012 At .013500 100014000 3,000,000,0000 3,W8,UOW 3,000,420.W -RIBORO LVIS/2017 A. 46625HGYO IPMORGANCHASE&CO6.000% I/15118 19202007 A3 .MOWO 101.273" 1,000'".0000 1,032,600.00 1,012,730.0a -19,870.00 01/I5am A- 46625HKA7 IPMORGANCHASECO 2250% 1/23/20 01/23/2015 A3 .022500 100,538" 2,000'".0000 L994,880W 2,010,760.0a 15,880st 01/23/2020 A- 525RSCHO LEHMAN BRTH MTN IS OL0001% 12M13 01/2Y2008 N/A L0)000 6.3000Y) 600,000L000 344,365.48 37sOROB -306,565A8 0IONO013 N/A 532457BF4 ELILILLYCO Lam 3/15/19 OV25/2014 A2 .019500 100488W 4,000,000.0000 4,009,675,W 4,00.520.00 9,843 00 03A5/2019 AA- 59491831`8 MICROSOFTCORP 1.550% 8/08/21 DWOM016 AAA .015500 9&234W0 3,035'".0000 3,041,385.15 2,WI25.30 -50,159.85 08/a8no21 AAA 61747WAL3 MORGAN STANLEY 5.SW1. 728Q1 07f28Q011 A3 .055000 110.923000 2,800'".0000 3,200,&B.00 3,105,844.W -95,W4.00 07/28/2021 BBB+ U.S.Bank Pivot Page: 3 of 8 Consolidated Holdings Report-Detail,With Totals Prinl Dale: 10/300017 at Lll:4 pm Asset Class,CUSIP Settle Dated As Of: 09/302017 CUSIP% Inoe Dare Moody Annuel %Talal UneeaBaE TIkpk Mst-Ift Dan up 1 1w, UWa FM Cast Make,V.I.e MaHnt G./l,a52 67459XD5 OCCIDENTALPETAOLM I5W/e 2115/IB O6I2L2012 A3 015000 999aw 2,000'".0000 1,98634o.W 1,0822000 11,98000 OV15/2019 A 674599CM OCCIDENTALPETROLEUM 2600%VM2 04/042016 A3 .026000 100616PT1 3,350,000.0000 3,354,589,50 3370,636.W I6,W6.50 01/15/2022 A 68389%ANS ORACLE CORD 1300%10/15/17 10/25n012 WR .012000 99.988020 1,000'".0000 999,870.00 559,880.00 10.00 10/IS/2017 NM 6935=1 PNCBANKNAMN 1.500%2/23/I8 o2QIMS A2 .015000 IOOM000 1,000'"am0o I,000,32000 1,000,070.00 -250.00 02/23/2018 A 747525AD5 QUALCOMM INC 2.250% 520QO 05Q0/2015 At 022500 101059000 5.000,OJ0.0000 4,995,195.40 5,052,95000 57,754.60 OL20KU0 A 808513AK1 C1WtLES SCFl "CORP L500%3/10/18 03/10/2015 A2 .015MO 100033M 1,000,Oa7.0000 1,001,100W I,M,330.00 -770.00 03/10/2018 A 869581M130 SVENSKACO 1.175%1002/17 05/05/2017 .011750 100.000000 1,000'".0000 1,W0019.85 1,0.'U,000AO -19.85 I0/av2on 911312API UN1WD PARCBL L125%IO/01/17 09=012 WR 011250 100000.40 1,000,0.\7.0000 999,580,W I,M,000.00 420.00 IO/01n013 Na 92826CAA0 VISAMC 12W/.12/14/17 ININ2015 WR 012NO 100.035M 1.000, JJ.0000 999,700.00 I.M.35000 65000 IVIN2017 A+ W9743GM6 WELLS FARGO CO MN 2600N 72220 07/2n015 A2 .026WO 101404000 5,000,Oa10000 5,001,65000 51070,200.00 68,55000 07/2L2020 A TaWFoaAm,t Ty : CORPORATE BONDS AND NOTES $101,281,107.67 599,785,752.95 26.19% 31,495,35A72 CORPORATE PAVDOWN SECURITIES 03215PFN4 AMRESCO 0.03168%6/25/29 10/20/1. N/A .000317 M.468" I33,743.2900 100,432.85 126,344.61 25,91136 A060029 06/252029 A+ 43814PAE6 HONDAAUTO 1570% 1/2120 09/29/2017 N/A 015700 99993" 965,O0N0000 964,914,21 964,93245 1824 01/21amo AM 43814QAC2 HONDAAUTO 1390%VMS 05/31/2016 AM .013900 "S11000 1,810,0100000 6809964.89 1,806579.10 -3,38579 M/15/2020 N/A 43814TAB8 HONDAAUTO 1.420A M2119 03/28/2017 AM .014200 99.%2000 1,74R532.3100 1,748,490.52 1,747,867.87 -6M.65 07/22/2019 N/A 477877AD6 IOHN DEERS OWNER I.07M 11/15/18 09/03/2014 AAA .010700 99.WNX) 391,358.0700 391,541.52 391217.18 -3N.M 11/152018 N/A 47787%AB3 IOHN DEERE OWNER 1 500%10115/19 03MV2017 AM 015000 99963" Ip10,00NO000 1,409,994,36 1,409p78.30 -51606 10/IS/2019 N/A 47788BABO IOHN DEERE OWNER 1590%4/1520 07/18/2017 AM .015900 99,"3000 960,O ,0000 959,916,58 959,452.80 i 333 M/15/2020 N/A 47788BAD6 AMIN DEERS OWNER 1820%10/IS/21 07/18/2017 AM .018200 99.934000 675,020.0000 674,950.59 674,5M.50 -396.09 10/15aMi N/A 47788MAC4 IOHN DEERS OWNER I160%411560 03/OV2016 AAA .013600 99.828M 2p20,000.0000 2,419,619.09 2,415,837.60 3,781.49 04/15/2020 N/A U.S.Bank Pivot Page: 40f 8 Consolidated Holdings Report-Detail,With Totals Print Date: 10/300017 at 1:D:44pm Asset Class,CUSIP Settle Dated As Of: 09/302017 CUSIP% Inoe Dale Moody Annuel %Talal V.-H" Tkkee Ar.1)NrdBd0oeod SEDOL MalorlM Dan up INS I"N" U.", FM Cm, Wore,V.I.e grkel Go,.I 47788NAB4 3OHN DEERE OWNER 1'W%2/15,19 07/27/2016 AAA 010900 99.937000 1,5U,412.7500 t,584,316, 0 1,583,41457 -Wa53 OZ15/2019 N/A 62888UAA8 NCUAGUARANTEEDNT 1.81391%11V6/17 II117n010 AAA .016078 100018000 301,727.9300 301,726,57 301.782.24 55.67 NON0417 11/OS/2017 AA. 6M747ABO NISSANAUTO 1.470% 1/15n0 03/2W2017 AAA .014700 99.973000 1,365,000.0000 1,3MS93.04 1,364,631.45 -361.59 01/15/2020 N/A o078WAB1 NISSANAUTO 1.070% 5/15/19 OWIW2016 AAA .010700 9991200a 1,166,9510100 1,166,905W 1,165,924.09 -98095 O5/15/2019 N/A 784453AA5 SLMA 287698%0. SM O&M2008 BAA3 .028770 102350000 31,5108900 31,383,05 3225140 96935 SLM2623 M/25/2023 AA+ 89236WAC2 TOYOTAAUTO 1.120%V15/19 03/04/2015 AAA .011200 9994300J 1,009A,13.4400 1,00o690,75 1,WR267S3 4M.92 TA11119 ON1512019 ANA Total F-A-s Type: CORPORATE PAYDOWN SECURITIES $15,93039.16 31519531535.99 4.19% $14,696.33 SUPRANATIONALS SUPRANATIONAL NOTES 4581XOCS5 INTER AMERICAN REVEL 1.875% 3/I5al 01/14/2016 AAA .018750 I00003000 3,500,"a000 3,590p0500 3,5W,105.00 -90,00.00 03/15/2021 AAA 45MXOCW6 INTERAMERDEVBK 2.125% 1/1822 01//82017 AAA _021250 100.49NN 3,00O000.0000 2,996,3IO.00 3.014,700W 181390.00 01/IBROII N/A 4581XOCX4 INTERAMERDEVBK L625% 51IV20 M/1=017 AAA .016250 99.714W0 3,035'".0000 3,027,807,05 3,026,319.90 -1,497.15 05AW2020 AAA 459058US INTLBK MTN 1.000%6/15/18 m/30/2015 AAA .010000 99.763000 5,000'".0000 4,991,I70.00 4,980,150.00 3,020.00 06/15/2018 AAA 459058FY4 INM BK 2.O0aX, to 22 01/26/2017 AAA .020CW 99914000 5,000,000.0000 5,030,550.00 4,995,700.00 -34,85000 01/26/20M N/A 45950KG7 INTLPINANCECORP 1 125% 720/21 0720/2016 AAA .011250 97.064O00 2.5001000.0000 2,U].600.00 2,426,60OW -I5,00000 07/2W2021 AAA Tobl For Asel Type. SUPRANATIONALS 522,OY/,842.05 521,951,574.90 5.76% 4126,267.15 MISCELLANEOUSASSETS MEMOSNOTATIONS 525ESCOY6 LEHMAN BIRTH HLD ESC .000000 000000 2,000,000.0000 1,112,174.55 W -1,112,17455 Ton]For ANe,Type: MEMOSMO.ON3 $1,11;174,55 $0.0 .09% 41,112,17155 MUNICIPAL OBLIGATIONS MUM BDS-FIXED TAXABLE 64971M5E8 NEWYORKNYCav 4.075%IIN120 IIN32010 AAI N0750 1062760N Ip00,O00A000 1,400,00Ow 1,407,8W.00 87X&tA0 11/01n020 AAA 733MWAO9 PORTAUTHNYNI 5309%1101/19 07/01/200o AM '053090 106,882. 2,I10,O0).0000 2,507,633,99 2,60792O80 10028691 IV01/2019 AA- U.S.Bank Pivot Page: 5 of 8 Consolidated Holdings Report-Detail,With Totals Prinl Dale: 10/300017 as Lll:4 pm Asset Class,CUSIP Settle Dated As Of: 09/302017 CUSIP, Taro Dare Mootly Annuel %Total Tama" Tleker Asut DeurloMon enJ SEDOL Stiletto,It up ltmasne,T. I". Deal FM Cost Market V.I.e Market G.l./LAO 9133662/5 UNIVOPCALIPOMIA 5035% 5/15M a/182010 AA3 050350 10336900() 400,0200000 400.000.00 433,476W 33,47600 05/15/2021 AA- ToltlPorAnetType: MUNI BDS�FIXEDTAXABLE 54,sr,63389 S4,529,260.80 1.19% 8221626.91 USTREAS&AGENCYOBLIGATIONS GNMA,FNN[ / MC POOLS 31348SWZ3 I L M C W86064 2.762% 1101/28 IY01/l9 N/A .027620 102.857" 2,259.9400 2,202% 2,322.45 119.49 786064F 01/01/2@8 N/A 31371NUC7 I MA#257179 4.500%"WS 03/olaw8 N/A .045000 107,561" 21,417.8100 Z2,65143 23,03711 385.78 257179A M/01/2028 N/A 11176KM I MA 4157969 5 000%9/0155 09/01/2005 N/A -050000 110.204030 14g248.0500 155,066.64 15896712 3.90048 357969A 09/01/2035 N/A 31381MA3 FNMAW66397 3.400%IINVZO 11N12010 N/A .034000 103.762000 354,011.2300 346,350,23 367,329.13 20,97890 466397A IINI/2020 N/A 3138EGa6 FNMANAL0869 4.500%bbll39 09/01R011 N/A .045000 107.639000 15,6M.7700 16,575.49 16,870.01 294.52 AL0869A 06Aa/2W9 N/A 31403DIZ3 I MA#745580 5.000% &01/36 05/01n006 N/A .050000 110.22" 139,808.6900 150,294.35 154,099.93 3,905.58 745580A 06Pla036 N/A 31403GXF4 I MA#748678 5 000%10N1M 1N01/"3 N/A 050000 109.839000 4$W 6900 4.515.74 4,614W 9526 748678A 10/0V2W3 N/A 31406MYS I MA 4815971 5.000% 3/0155 03/0V2005 N/A .050000 110215000 ]M,0560100 262,360,23 Z68.986.33 6,626.10 815971A WAI/2035 N/A 31406XWT5 I MA#823358 3.274%M1135 M/0la005 N/A .032740 105.198" 133,185.4900 132,144.94 140,108.42 7,%3.48 82335M 0Y012035 N/A 31407BXH7 FNMA,826080 5.000% 7/01/35 0610la005 N/A .050000 110287M 26,403.5800 28,383,83 29,119.72 735.89 826080A 07/01a035 N/A 31410F4V4 PNMAM888336 5 000% 7/01/36 04/01/2007 N/A 050000 109.781W 269,0859000 289,267,14 295A0497 6,13783 899336A 07/OlaO36 N/A 31417YAY3 FNMAMMAWZ2 4.SOr%4/01/29 03/01/2W9 N/A .045000 1026500J0 25,575A700 27,048,55 27,531.99 483M MAW22A MAI/"29 N/A 36MSCAZ9 G N M A 11#0800232250%IV20R6 12/01/1996 N/A .U2500 103.355M 21,960.5500 M,323.38 22,697.33 373.95 080023M IL20=6 N/A 36Z25CC20 GN MA 11#080088 2 625%(Z027 06/01/1997 N/A .026250 103.57300) 25,431.0600 25,987,38 26,339.71 352.33 080088M 06/20/2027 N/A 36225C1,128 O N M A 11,0804082625%520/30 05M/2091 N/A .026250 103.846000 73,9890000 73,217,56 7AV4.62 3SWA6 080408M 05/20/2030 N/A 36225CNM4 G N M A 11#0803952,625%4/2080 M/01/2000 N/A .026250 103.87400 9,1793000 9,05,10 %533.87 43877 080395M MW2030 N/A 36M5DCB8 G N M A I I N809652,125%720M 07/0120(4 N/A .021250 104.251000 72,499.4500 72,454,15 75,581.40 3,127.25 080965M 07/202034 N/A Total For Anet Type: GNMA/FNMA/FHLMC POOLS SL6391959.10 11,00,378.21 AS% $59,419.11 REMICS AND OTHER WVT FAYOO WNS U.S.Bank Pivot Page: 6 of 8 Consolidated Holdings Report-Detail,With Totals Prim Dale: 10/300017 at Lll:4 pm Asset Class,CUSIP Settle Dated As Of: 09/302017 CUSIP% hao Dare ..ad, Annuel %Tatal UomIDM TI,ke, M.DeuHndon and SEDOL M.C."o,IT S&P 1 Pa. Umn FM Cast Ma,ke,Value Ma,ket G.I./ 3133TCE95 F H L M C MLTCL MT0 3.192%$115132 /2101/1999 _03,920 104snw 29,502,7500 29.533.61 30,83716 1,30355 FHDO32 OW15/2032 313"M5 F H L M C MLTCLMTG 6.500'/e9WI43 09Aaa003 N/A .065000 II5,60WDtl 905,2W.1300 1,025,139,14 1,046.447.56 21,30842 09/25/2043 N/A 31397QUO FNMAGTDREMIC 1113%2R5/41 0125R011 N/A .019172 10L.1000 277,M.2100 277,853.36 282,556.80 4,703.44 OV25/2041 N/A 31398V398 FHLMCMLTCLMTG 4151% 16N20 m/01C010 N/A .042510 104.630000 900,020.0000 951,046,99 941,670.00 -9,37688 01/25/2020 N/A 3837H4N%9 ONMAGTDREMIC 1.7U%VI600 0VW2w N/A _017340 100416000 22,755.6700 22.755.67 22,85033 9466 GNM1630 OVIN2030 N/A 83162CUO SBAGTDDEVPART 034 3N121 03/14/2001 N/A .063400 104.80100) 47,016.4800 47,016,49 49,273.74 2,257,26 03/01/2021 N/A 912828WU0 USTREASURYIPS 0.125% 7/1524 07/15/2014 AAA .001250 98.933020 10,721,776.0000 10,577,056.09 10,613,807.72 36,751.63 07/15/20M N/A Toni For Neel TSpe. REMICSAND OTHER GOYT PAYDO"S S12,930.40U3 512,987,443.31 3.41% S57p42.08 US AGENCIES 300A7CV5 FHLBDEB 1375%2/1821 OVI2016 AAA 013750 98.967000 5,365,000L000 5.343,325,,40 5,309,57955 -33,74585 OVO2021 AA. 3133782M2 FHLBDEB 1,50Yb 3N8/19 OVW2012 AAA -015NO 100,N3M 7,500,0010000 7,589,190.00 7,503.225W -85,965 00 03N8/2019 AA+ 31337SA43 FHLBDEB 1,375% 3109/18 OV13/2012 AAA .013750 100.087000 7,500,000.0000 7,M4,850.00 7,506,525.00 -38,325.00 031WI2018 AA, 313379RB7 FHLBDEB 1,875%6/11/21 0N05/2012 AAA .018750 100.301" 4,000,000.0000 4,030,160.00 4,012,040.00 -18,120.00 W11=1 AA+ 313383HU8 FHLBDEB 1,75W/ 611WO 0603/2013 AAA 017500 100.166000 5,000,W0.0000 5,008,95000 5,WB,3&aW d5000 0N12/2020 AA. 3135GOD75 FNMADEB 1.500%N22/20 M/27/2015 AAA .015000 99.72000a 5,000,000.0000 4,955,650.00 4,986.000.00 3035000 06/2L2020 AA+ 3135GOF73 FNMA L500%11/3020 10/19/2015 N/A .015000 99.330000 7,500,000.0000 7,370,726.00 7,449,750.W 79,024.00 11/302020 AA+ 3135GOG72 FNMA L125%IY14/18 11/032015 N/A .011250 99.653000 5,000'".0000 4,963,950.00 4,982,650.00 18,700.00 12/142018 AA+ 3135GOJ20 FNMADEB 1.175%Y26R1 OV05/2016 AAA 013750 98769000 10,000,000T000 10,OW,950W 9,876,90000 -1N,O5000 0226/2021 AA+ 3135GOS39 FNMA 2WO% 1N522 01/0/2017 AAA '020000 100254000 3,000,000.0000 2,999,57000 3,W7,620-W 13,05000 01/05/2022 M+ 3135GOT45 FNMA L875%4/05/22 04/10/2017 AAA .018750 99.773000 5,000'".0000 4,972,500.00 4,988,650.W 16,150.00 M/05/2022 AA+ 3137EABA6 FHLMC MTN 5.125%11/17/17 INIL2007 AAA .051250 100.506000 5,000,".0000 5,113,950.00 5,025,300.0a -88,650.00 11/172017 AA+ U.S.Bank Pivot Page: 7 of 8 Consolidated Holdings Report-Detail,With Totals Prim Dale: 10/300017 at Lll:4 pm Asset Class,CUSIP Settle Dated As Of: 09/302017 CUSIPB War Dare Moody Ararat %Total Uana1D4A Tots, A,ut Deaerl re,ti a l SEDOL Msfi rlto Date S&P ltroana,T. Pa. Dan FM Cart Walter V.I.e Market flgt,/lyg5 3"7EADMB PHLMCMTN 1250°/r 10/02/19 IOIOWW2 AAA 0125M 99.427000 7,500,000.0000 7,399,650.00 7,457.025W 57,37500 10/0V2019 AA+ 3137EADN6 FHLMC MTN 0.75W.. VIVA 11/ 1V012 AAA .007500 99.883WJ 5,000,WJ.0000 4,967,50000 g994,150.00 26,65000 OVIL2018 AA+ 3137EADP1 FHLMC 0.875% 3/07/18 01/172013 AAA .08750 99.858020 5,000'".0000 4,974,100.00 T, ,900.00 18,BW.00 03/07/2018 AA+ Total For Asset Type: US AGENCE S S87,270,021.40 S87,100,614.55 22.85% 31694 85 US AGENCIES-DISC/ZERO CRN 313385MV5 FHLBDISCNTS 10/11/17 10/110016 N/A 000000 99.975" 2,000,WS0000 1,999,366.67 1,939,50000 13333 IW116017 N/A 313385MO FHLBDISCNTS IIIIY17 11/142016 N/A .000000 94883. 5,000,000.0000 4,993,579.17 4,994150W 570,83 11/132017 N/A Total PorA..l Type: USAGENCIES-DISOZEROCas S6,992,945.84 $6,993,650.00 IX% V"16 USTREASURYBONDS&NOTES 912828333 USTREASURYNT 1.50a%. 1A1/19 01/31/2014 AAA .015000 100.1W^LU 11,000,".0000 11,0,12,439.19 11,011,60.00 -30,779.19 01/31/2019 N/A 9128281`39 USTREASURYNT 1750S4. 9/30/19 09/30/2014 AM .017500 10S504000 5,800,"amo0 5,873,186,87 5,029,23200 -43,954A7 09/30/2019 N/A 9/2828020 US TRPASURY NT 0,875%11/15/17 11/172014 AAA .W8750 99.975000 2,000,M,0000 1,999.756,70 1,9991500-W 9,74330 Wtsn017 N/A 912828G61 USTREASURYNT 1.5W%11/30/19 IL01/2014 AAA .015000 99984000 7,500,000.0000 7,M9,6M,50 7,498,800.W 49,16550 11/304019 N/A 912828H37 USTREASURYNT 0.875% 1115/18 01/15n015 AAA .08750 99.918WU 5,500,WU.0000 5,4W,569.21 5,495p90.W 920.79 01/15/2010 N/A 912828176 USTREASURYNT 175WG 3/31/Z2 OV31n015 AM .017500 99434WU 5,000'"am00 4,976,38394 4,971,700.0) -4,60394 03/31/2022 N/A 912828L24 US TREASURY NT 1,875% 801)22 OV31/2015 AAA -018750 99.742000 6,000,000.0000 5,997.8320 5,984,520-W -3,3R60 08/31/2022 N/A 9128281.99 USTREASURYNT 1375%10/31L0 IIN2/2015 AM .013750 99.1720.tl 5,500,Oa10000 5,4M,666.87 5,454,460.W 29,793,13 IW31/2020 N/A 912828N89 USTREASURYNT 1.375% 1/31/21 024aa016 AAA .013750 98.9CO20 6,000'".0000 5,895,MO.41 5,936,460.W 40,619.59 01/31/2021 N/A 912828P20 USTREASURYNT 0.750G LIVI8 02.aIn016 AM .007500 9aM200U 5,000,"amo0 4,994,35169 4,993,I00.0(t -Ia5169 01/31/2018 N/A 9128283N1 USTREASURYNT 1.500%351/19 04/OL2012 AAA -015000 100-117M 5,000,000.0000 5,016.423.0 5005,850-W -10,573.00 UST1519 OV31/2019 N/A 912828T34 USTREASURYNT 1.125% 990/21 09/30/2016 AM 011250 97.371M 7,000,0010000 6,757,91408 6,815X0.W 58,05592 09/30/2021 N/A 912828T67 US TREASURY NT 1.250%10/3121 10/31/2016 AAA .012500 97]66000 6,000'".0000 5,813,691.98 5,065,960.W 51268.02 10/31/2ml N/A U.S.Bank Pivot Page: 8 of 8 Consolidated Holdings Report-Detail,With Totals Prim Date: 10/300017 at Lll:4 pm Asset Class,CUSIP Settle Dated As Of: 09/302017 CUSIP% hao Dale Moody Annml %Talal Uomli" Tlekea ASODe HNS,—ASEDOL Maloelo,Dan up luasan�. 1w, UWa FNI Cast Mahe'Value Ma,ke1 G.I./ 912828TS9 US TREASURY NT 0625%900I17 IOIOVM2 WR _DM250 100.000000 2,500,000.0000 2,496.68&06 2500,000 W 33u94 09/30/2012 N/A 912828U65 USTREASURYNT 1,750%11/30/21 1150=6 ANN .017500 996E0000 7,000,000.0000 6,900,49220 6,976,200.W 75,707,80 11/30=1 N/A 912828119 USTREASURYNT 0.750% 2R8/1S OV281013 AAA .W7500 99.813000 3,500,000.0000 3,496,457.04 3,493,455.00 3,002.04 OV28/2018 N/A 912828V72 US TREASURYNT 1,875% IMM OWD2017 AM .018750 100.05100D 3,000,0010000 3,004,814,74 3,WI,530A0 -3aN.74 01/31/2022 N/A 912828WS5 USTREASURYNT 1625% 680/19 0OW2014 AM 016250 100285M 2,000,000.0000 1,996,861.44 2,WS.700 8,939.56 06/30/2019 N/A 912828WW6 USTREASURYNT 1625% 781/19 07/31/2014 ANN .016250 100285000 5,000,Oa10000 5,012,38870 5,014,250.W 1,96130 07/31/2019 N/A 912828XE5 USTREASURYNT 1.500% 5/31/20 0&OU2015 AAA .015W0 99.781020 5,000'".0000 4,966,423.00 4,989,050.W 22,627.00 05/31/2020 N/A 912S28XW5 USTREASURYNT 1750G 6ft0 06I30/2017 AM .017500 9927000) 5,000,0.\10000 4,973,454,25 4,963,500.00 -9,95025 06/30/2022 N/A Total F.,M.Type: US TREASURY BONDS&NOTES S109S ,271.47 510E806,MV.00 28.81% 324;115.53 Grand Total 5383,440,235.58 5351,155A70A2 100.00% 3 251,762.16 ••••* End Of Report e"" U.S.Bank Pivot Page: 1 of 14 Transaction History With Totals Print Date: 10/30/2017 at 3:26:17 pro By Account Id,Post Date Data From: 09/01/2017 Thm: 09/30/2017 COME TYLn Pn.l 'hvn SEC MFc Nn C.m MO..— E,nm roe,D., n.@D.le same D.rc sEUOE rn ive EoA.�. U.I. PeC.e C... Fa Fa COA c.INLo® caNEn.e 67A1M6m0 OCS CHANDLER LIQUID OPERATING PORT ewn BeDeNngCW Hod CW:189,11A69 Dome C.,.: 1.1,17. o181CUF.B.W OAMI.II 31816V567 1 310 MTERRn EARNED ON MST AM GOVT OB FD .00W .1 1n 011 W Z.I. W .1. W I. CL Z IMRONO OW.SHARES DUE.11.17 .TEREST FROM v III TTO BA I III Pw E..B9 On.T BOB. O.W OW O.W Con. OAF O.I. 6W (ODDI2017 09NSR019 O9i vM17 318RMo67 P m PURCHASEOUNRSOrrEAIAMGOYTOBFD 2.B616i00 ILOMOO W W W 1.B61A1 2,8614B .oI W CLZ P—DR4 SW IIN TTBYI Boa a.m BJa -2p61M S,B6LCd B.B. O.W .11 30231GAL6 1 310 In BEREST EARNED ON E)rXON MOBIL OOCO WSS00 W W In 652500 W D. LO 1305A 3/05/I8 SI PV ON 1C@Ttl.0000 SHARES ..11 11 BSASID12 O9 017 09AM2017 31& 62 P 10 PCRCHABEDONRSOFFIFSTAMOOVTOBFD 152500W 1. to to W 1,52500 6,525W D. m In. PaN No 09NN20IT To181 O.W OAF O.M on QSSS.W on a.W W/1WOD 01H.17 WIIIIMI7 11.S17 P 10 NRCHASEOUNDSOFFIRSTAMGOVTOBFD I.Mn I'M I. In W W -".,I0 7,S111W 0O m I. CLZ WIR.M17 1.11.1 1 310 cr EREST EARNED ON CHARLES SCHWAB CORY .0. WW00 W W W 7,,MN W o W 15W4 vI1118$I PV ON Irosto 0000 SHARES rml D..nNIRITnm aw o.M AM B.aO T,saO.W ..So 0.. W/13/2017 02665WATB 1 310 WTEREST EARNED ON AMERICAN HONDA SON D. LOaa]0 W W W 7,SOO.Oo W W W 11.3/I3/IB II PV ON I OOOOO SHARES .911.17 W/13I2017 09I13R017 MIDD017 OWAIS67 P 10 PURCHASED DNITSOFFn STAMGOYTOSFD 7$(SIWW I. W W W -7,.n. T,SWW D. W F. CLZ PONDW09/13O0I7T0B1 BAO OJN O.FO 0.00 7.106W B.I. 6W OLIMm17 09/IM2017 011411017 31BMV56/ P 211 6OL➢1MFISOFMBTAMGOVTOBFDCLZ dp02.11470e 1. to to W 3,Wjvll. 1,W7,IM 7. m m F . W/IMM17 09/1311017 WIDI2017 912v3H37 P 10 NRCHASEO PAR VALUE OF U S TREASUSAIn 3.OPo,..A 9N261 W W W -2.9 ,7UAS 2,9 ,7834B 00 m 0.875% 1/IS/ISIMOROANSTABLBY@CO. COLIXt..PAR VALUEAT949M11.1 W/IMMI7 W1412017 912KBH37 1 300 PAID ACCRUED INTEREST ON PURCHASE OF U S .OGW PW00 W W 00 A,ISI E2 W AO W noP D(VNT 0875% 1/15119 PWD84mIvaM7T1W OAO OAO OAO I.W J,If122 O.I. O.W MIM17 (IMII3017 WI2112m7 313385ME0 P m PURCHASEDPARVALUEOFFHLBDISCrM "ODE..WW W9S31 W W W 4,999,IW17 CM.166.67 .00 W B1I1D/IEFFERIEBLLCI1..,WIPAR ALUEAT W.9433IMI U.S.Bank Pivot Page: 2 of 14 Transaction History With Totals Print Date: 10/30/2017 at 3:26:17 pro By Account Id.Post Date Data From: 09/01/2017 TIFTE 09/30/2017 COME TYLn rot Teen SEC MFc Nef C.. MO..— U-ITern r..,B." n.@Btle seme Bae SEBOL m ive U." P.C.e L-RR Fa F. eoA e.INLo® ea.L... 6785086W0 ORS CEANDLER LIQUID OPEMTING PORT O9RI.D FIGIIID O9/E I.N7 11.117 P 10 PURCHASED UN ITS OF FIRST AM GOVF OB FD E3,000,CPo.W00 ILCOMO W W W -I3,OW.WJW 3].WJ,WRID .00 W F. CLZ 09R1/E017 WDION? O9/EIR017 3IBMV567 P M SOLD UBM OF MST AM GOVT OB FO CL Z -0,999.Ifb.6700 IWMBO W W W 1,9.,1.17 A.939,166.67 .00 W C.S 092]I D 0921R017 O OG)17 91Z796LU1 P 20 MALLIEW PAR VALUE OF U S TRFASURT BILL "'ISSILW00 1'. W W W 2$946E.N C,-J16IS E. LO 961/1721.000AN PAR VALUE AT IN% N FOODD 912M6LU1 1 110 INTEREST EARNED ON U S TREASURYBR.L E. WM✓v0 FE W W ]].SO)I, W 00 W 9R1/17 S1 PV ON llWJ000.000 SHARES DUE 9oUAB723,000LW PAR VALUEAT 100% PoYD..VRM.M71[OM11 OAO Ra OAO B. 53.803A3 BOB D.00 .1I.7 NO.I17 G9O.IU] "Ill . , P ID PURCHASED PAR VALUE OF F F C B DISC NTS LINFLEWW00 .W9819 W W OF 9,99488859 9998,58089 0. .W 9R6117=FERIES LLC/G,NE0a2 FAR VALUEAT 999888009% WR2I3017 09R]/3017 IFG3 017 313385MA1 P 30 MATURED PAR VALUE OF F H L B DISC NOS 7,1W,0.OWN L. W W W 7,G86S86.88 -7AMFMARR AO W 9ILL177,500,W0 PAR VALUE ATIN% .2.17 313185MA1 1 110 INTEREST EARNED ON F H L B DISC NTS LOON tOS00 W W W 13.451.12 W Bo .W 9Q2G7$I TV ON 75W]W.OEM SHARES DUE IR2/ 177,500,000 PAR VALUHAT IW% (RALMt(ID 09 017 09/2li2017 ]13]85SUB P 10 PURCHASED PAR VALUE OF F H L B DISC B. E,3W,.wx, 9A861 W W W .2,199.6WA1 2.IW,6m.M .DO W 9/271I7/aNYMELLON/ING BAN.N V EQUFFYILNGSIN PAR VALUE AT 99.98611091% 091E/2017 09/22/2017 O9/2L2017 313365MFL P 10 PURCHASED PAR VALISE OF F H L B DI SC NTS IFEBBIRN 9A860 W O W D.,917S2 299,957.92 E. W 9R7/17 I FFDF?LLON/MG BAN.NV EQUFTYAW.W3 PAR VALUE AT 99.99597333% N F.D 09/22 OD O9QL201, 1.. P 20 SOLD L BEFS OF FIRST AM GOFF OR FO CL 2 -I4,I9SDLIA00 1'LfOa30 W W W DAUR]I9ID .14,4%,11101 EE W FGZu 09R1.D 09/] IFI 09/2L2F11 ]1&MV567 P 1D PURCHASED VNRI OF FIRST.OOVT OB FD 7.10ELXRNN IIXRYpO W W W .7,10LLt00 'BLow E. 00 W F.. CLZ 0922IM17 QB/M017 01=017 MRFWGF1 P 10 PURCHASED PAR VALUE OF T VA DISC NTS ;IBERBWW S 119 W W W -1,5W,7T/.]R L939,77771 00 W 90&17/CITIGROUP GLOBAL MARKETS EJQ11AN W PAR VALUE AT 99N1119% PWDm R9CJaI7TB1 BEE OAO BEE R. 1M.12 B. O.W NADM17 vCeON7 09I25R017 31816V567 P 20 SOLD FIRM OFF MST AM GOIT OR FB CL Z -1AEL.31300 IpW30 W W W I,WL65333 -LW1.653.33 .W .W F. W125/2017 09/OD17 09IOABO7 MoREB P 10 PIIRCHAREDPARVAFUE OFPNC BANKNAMTN 1"FEARl.W00 1.1. W W W U.;OI. U.,.0.W BE .W SLUM 2/2118IGOL.MAB SACHS&CO. LLC11,000,00)PAR VALUE AT 1 W02% 0911.17 B9RS12017 69]IIR.a 1 3W PAIDACCRUFD.TEEFIT ON PfIR WAIR OP .No fOTa30 W W W -I nDa W .W W PNCBANKNAMTN ISW%ffi3/I8 U.S.Bank Pivot Page: 3 of 14 Transaction History With Totals Print Date: 10/30/2017 at 3:26:17 pm By Account Id,Post Date Data From: 09/01/2017 Thm: 09/30/2017 CUSIP TYLn Pn.l 'hvn SEC MBc Nn C.. sen.ITem E,Tern rO.I H.Ie ,..Ho, seme D.rc sEUOL rn ive ]UN.—N. U I_ tr.. C.A. Fee Fee COA e.INLo® eaNLn.. .1ol W0 OCS CHANDLER LIQUID OPERATING PORT Pml D.le 090 aO17 Tole wFE u.N wFE IN -1a$$.ss E.aE S. 09l[N3011 09/ N1 O .17 IIIIIIMES P 30 MATfIRED PAR VALUE OFFFC B DISC NTS 100W,CPo.NN ICOM00 W W W "NS,88R89 'NS,oa.89 .0. W 912&1710.000AW PAR VALUE AT I W% 09 .11 llll I3ME5 1 310 WTEREST FPRNEO ON F F C B DISC NTS E. LOSSSO W W W 1,uI.II W 00 W 9RL17S[PV ON I WJJ000.COW SHARES DUE "AwSV 1,I'wo.P.Vt..,IN% ..N 7 09/ I0 ..]I 31&16V567 P 10 PURCBAWDV SOFFIRSTAMOOVIOBFD 12,000,LN.W00 1. 00 W W -12,CtO,WS00 IZWS.0NIr 00 LO I.. CLZ O91N2019 .11.I19 C9b.6pEq INI.ME1 P MpTUREDrARVALUEO1TVAOISCNT3 a.EWEB .W .W �W NO 1. IyW,77T]S 1..,77771 N NW 9IR6I I41.000.OW PAR VALIIO ATIW% 09RNM17 ER05NNE1 I 110 INTERESTEARNEDONTVADISCNTS 0. 0.tlN W W W S1133 W 00 W 9R6I17$1 PC ON�W W SHARES DUE 911.11 4XW.DAR VAWEAT 1.°A Pm1 E..ISANIO17 TO.. OAO 000 Ea ON ¢9.33 0.0. 0.W M712017 P 210 CASH DISBUSSE ENT PAID TO ANION BANK NN NNN W W W 170W.W3.W W .N .W OUfODMD DOMESTIC WIRE PERDHDTD 9RL17 09R7/ 17 0ffi 017 C MO17 313385MM P ID MATUTUDPARVALUEOFFHLBDUCNTS ..,IN J.W00 1. W W W 3.597.W666 -M97.096.66 .N W 9/E7/172600.OW PAR VALDEAT I W% 091.17 313385MF0 1 310 WTERESTEPRNEDONFHLBDI$CNTS E. ESSEEN W W W 2.W3X O] 00 LO 9R117U PV ON 269W00.00W SHARES DUE MR 172.600.NOPARVALUEATIW% 091.11 092 Nl 09I272E17 10131. P 20 MATDREDPARVALUEOFFBLBDECNTS SOwwoI0 L. W W W I,I.16567 A.999.166 Al 00 W IV2WI75.0000W PAR VALUE AT IN% 09R7I2017 3133SSMF0 1 )10 WT ..EARNED eN F H L a D6C NTS I. NNN W W W 83333 W 0E [O 9R7/17 S1 PV ON SNS]N.fiON SHARES DUE 91.17 I.N..EW PAR.E A'1.% 0 71DU7 Ino7CO17 W127AHU7 313355MPo P 20 MATUREDDARVALUEOFFHLBOISCNTS -2.2W0.o%N 1'. to W .W 2.W"..,N 2,1.,1. f DE SU 9I27I172$000NPARVALUEATIN% .7.17 3133ESMF0 1 310 INFERESTEARNEDONFHLBDISCNTS .1. WJJW to W W .1.11 W .0. W 9I2i/10VPVON2IDSS NEESHARFSDUE 9I27ROV 5.1100N PAR VAWEAT 1 W°A WRA2017 0927R017 09I27R017 3133SHoR P N MA3UREDEARVALUEOFFHLBDUrC S 3W.ONASN 1. W W W 2N,91731 2iSA957.92 N W 9a7nT3WEEE FAR V.woBAT 1 W% .1.17 313I85SN 1 310 INPERESTEARNEDONFHLBDISCNTS .NEE NNN W W W 42.fi5 W .N W �121IISI PVON3WNE WNSBARE$DUE 9R7/20173000W PAR VALUEAT I W% N11.17 3135GO 1 310 DIMUSTEARNEDONFNMADEB 1N. E. tOSSSO W W W 30.N000 W 00 W 9/1117111 PV ON ONN0.00N SHARES DUE 9I27/2017 U.S.Bank Pivot Page: 4 of 14 Transaction History With Totals NET Date: 10/30/2017 at 3:26:17 pro By Account Id,Post Date Data FFom: 09/01/2017 Th.: 09/30/2017 CURIE TYLn rON Teen SEC MFc Nef C.. SUNTeem L,nm Io.I D.le n.@Btle seme Bele SEBOL m TT— � Un_11. Ee.e CAM. FM F_ee eoA e.INLo® eaNLn.. 6Td5M6W0 OCS CHANDLER LIQUW OPERATING PORT O 7R 17 09Q7R019 O M017 ]I]SGOZIA P N MATURED PAR VALUE OF F N M A ME .6.OW,WJ.OWO ILWMO W W W 60W,000W 399E}50.00 1.65000 W 1 NFE'919/1940.YLW0 PAR VALUE AT I W 9 0 7/E017 09O7/3017 O9 M017 3ISMV567 P M SOLO IINFIS OF MST AM OOVT OB FE CL Z 37RFN.W00 IWM✓JO W Fe W I7.OW.W]W .E7,.,.RDD .00 W C.N 0 1.11 0.EVI O9/➢1NI 0.. P 10 FURCHAREO CNFTS OF FIENT AM 00VT OR FD 18.630.000W I 0 W W W -18.630WSW 18.6]Q000 RR 00 W F. W27I2017 092 RO .71011 89L]]OWM P M MATCREDPARVALUEOFTOYOTAMO]OR �2,SW Wtl W00 IOLCWO RR W W 2,694C09.72 -24960097E 00 RE CREOFCOCP 9 172.50FMPARVALUEAT IW% 09R1IM17 I.Ol 19 1 )0 WIERESTEARNEOONTOYOTAMOTORCREOIT E. MWO W W W 5$9020 W 00 W COOP 9Q7/17o PV ON 25WOW R RHARES DUE 927MI7;SPo..PAR V .UEAT IW. PWD.h W/E720t7TSM1I OAO OAi OAO R. 'c RS..0 1..n 0.W MR617 O9 017 PBI38R017 313385PE0 P le PURCHASED PAR VALVE OF F H L BDISC NTS S.O... .16 W W W L,9933N.1I AM3.579.17 .00 .W 11113117 IBNYMMHO SECURITIES USA INC",m%RW PAR VALUE AT 9,RO'S.N MR617 09 017 V12V2017 I1R86V567 P E0 SOLO UMLS OF FIRSTAM GOOF OB FE CL Z .5.992,WLIWO 1.. W W W 5.99;WIJ9 -5,992.601.39 .EE .W FGZ%X ME/2017 09/2&2017 O9 W017 89ll]G%W1 P 10 PURCHASED FAR VALUE OP TOYOTA MOTOR I.OW.mm .1 W M,022.22 .00 ER CREOITCOCP 10FM7O,EM0ROAN SECURYCESLLC11.0W.Cf0PAR VALUEAT W.222 b FWE.R.Aoo7TOM11 0M 000 0.M R. O.M Rn O.W W12 17 O9 017 09Q912017 313385MV5 P le PURCHASED PAR VALUE OF F H L BDISC ENS 20W,RQ(ENS 999683 W W W -1999U66.67 I,W3.366.67 .RE .W I NI 1/17 OEFEERIER LI ,OOROW FAR VALUE AT W S1135M 09129/20/7 09 017 O9/2912017 ]1]7EAOI0 P 20 MATJETDPARVALIIEOFFHLMC MTN ILOMOO W W W 5.285,.3. la.,775.65 2U.35 0 1� 929/1753R5.W0PARVALVEAT1W% W129/2017 ]I]7EAOL0 1 310 MTERERTEARNEOONPHLMC MTN E. fOS300 W W W .',c,R0 W .W W NXo{9/29/17$1 PVON53ESW00000SHARES DUE9R96017 ..11 0.00 O9/292Ell 0.. P 10 FLvCHAREDUMfSOFFIRNTAM00VTOa FD 310.958.1800 1. W W W d10,958.18 ]I."o 18 00 FR F. CLZ W29I2017 W.017 FB/292017 ]1616V567 P 20 SOIL UNIT60I.TAMOOVICE PD CLZ 1MSEN W W W 1,1.1 0 -1,M,36667 RE 20 F. 09/29120/7 09/]9/2017 09129/20II 91282SPL0 P 10 MOE,REO PAR VALUE OF U S TREASURYNT ;Op50.yW00 9MRO 1.,N 52,69 49X.352 Al 00 .W 0750% 1/]I/IB/OOIDMAN 6ACHR@CO. LLC/5.000 W PAR VALUE AT 99RRIDA8C U.S.Bank Pivot Page: 5 of 14 Transaction History With Totals Print Date: 10/30/2017 at 3:26:17 pro By Account Id,Post Date Data From: 09/01/2017 Th.: 09/30/2017 CUSIP 'IkLn ro. 'hvn SEC MFc nef C.. MO..— L,n— rn.,D.le n.@Dae sNtle D.rc sEUOL rn ive U." P... C— Fa p_u COA e.INLo® eaNLn.. 6]I.. OCs CHANDLER LIQUED OPERATING PORT O vN17 09Q9/E017 91ESESPEO 1 300 PAIDACCRUMMTERESTONPURCHASEOFUS E. LWJ00 W W W 4,114.13 W .00 W T.SCRYNT glSaY IoNI PeYDe409R940 PI Tole1 O.OJ O.W O.OJ O.W Sg95.33 EZIdS O.W A—.16W5W6W0T t.1 0. O.W -SgeSgNl.q 1$SIJS aW A....I E...n ssM1 PneoipalCssM1:1fl,E9.51 h—C.IS:."VU,R Tat.1C.IS:S. U.S.Bank Pivot Page: 6 of 14 Transaction History With Totals Print Date: 10/30/2017 at 3:26:17 pro By Account Id,Post Date Data From: 09/01/2017 Thm: 09/30/2017 CUSIP TYLn rn.l 'hvn SEC MFc nn V.m ISO.I Teem E,Tern rnrt Dm n.@Dae same B.rc sEUOL rn ive U." E,.e U- Fa Fa COA c.INLo® caNLn.e 6]45M6W1 OCS CHANDLER LONGTERM PORTEOLIO Hewn aedening CeW Mtlptl Cae6:-Ip.O,]61.11 emme C.W: 1p 761.11 olalCut.0.00 WN@OV 303IIOAVI 1 310 MTEREST EARNED ON E% MOBIL I. WJJ00 W W W 33.33000 W .0. W .1 V IV ON IWW t1 WSHARES DUE11.1] ooDM17 ISAHOO] 09IOU1017 318MVM7 P 10 PURCHASEOUNRSOFFIRSTAMGOVTOBM 33X.,I)ON ILWMO W W W d1.130.00 I3,330.W .00 W I. CLZ .1.17 318MV567 1 310 WTEREST PARNED BE MST AM GOVT HB FD .1. IWJ00 W W W 7,1.0 W 00 W I= CLZ UNR ED "II005XARES DVE UI3 IRM] THEREBY FROM 111111 TO.1117 09 JM17 OMIR017 O9i01R017 318MV567 P 10 PIIRCHASEDUMTSOr IncMAMGOV100PD 17.1170DIW ICWWO W W W 47,I37U9 1],13].W 00 W 1. CLZ 091.11 N3162CL10 1 310 rNrMrDTEARNEOONSBAOIDDEVPART 0. WMYJO W W W 1,971.18 W 00 W 6IM°A 3NIR1 SI PV ON I9]1.18005HARESDUE 91I.V7 0091]NPVON 6$1N3d91DUE 91 1117 (SonV 17 OMIO017 MiNB017 83162CW0 P N PNDW EMEVALUEOPSBAGTDOEVPART -15,1659100 1]18]O W W W 15.165.91 -15,165.91 00 W 631Pb 3NIR1 Pw1DMe QISKoU17T0M1 UJO OJp UJO 7�Ln .b tm.c. 0.00 0.00 0910512U17 U9 1M, 09ML201] 1D.VM1 P 10 PIRrnknD=SOFFIRvTAMOOV10BM 22,485100 I. W W W -2I4961 =29.61 00 .W I. rL Z 09/.17 S. 1 IIO THEREBY EARNED ON BSBC OBA MC 0. NWUO W W W n1V10 W 00 W 1150%3NSR081 PV ON LIISTLo0 SHARES DIIE 915R017 P YNoO9N5V2017UO l O.N O.N OAO -7$83.11 1I.ol.61 on O.W .I, 313MADPI 1 310 TNIEREST EARNED ON P H L M C O8]5°b 0. .PTJifp Bo .W W 2487511 W 0. .W 1.1t S$I IV ON 1Wa2 oo Mr.DUE 9UR017 WN7R017 09/O7RM7 09 M017 318b 7 P 10 PURCHASEOUNITSOFFIRSTAMGOVTOBFD &6153000 LP?TNp W W W 015.30 6.M130 .00 W CLZ OVD] 17 09 017 09MM017 318MV567 P m PURCHASEOUMFSOFFIRSTAMGOVTOBFD 21,8]Sn000 1. W W W 11.17500 I= CLZ 091tl112017 638S.S 1 310 WTEREST PARNED ON NCUA GUARANTEEDM .BOW f08830 B0 W W 468A2 D.11 1.91397%IINSI7 SI FT ON 46842W SHARES DUE 90M17"A I S I IPV ON .9,S11M PV DUH 91 1117 09N7I3017 O9 017 0 7/ 017 63 RRUOA8 P N MD BSD1NPARVALUEOFNCUAGUARANTEHD -8116.6800 5636368 W W W 8.468U -8.IG680 Do M NGNWI7 NTIM3C%DMW17 P D,4090]II0I7TINI O.OU U.W O.UU 0.00 11.1n.46 0.00 S. U.S.Bank Pivot Page: 7 of 14 Transaction History With Totals Print Date: 10/30/2017 at 3:26:17 pro By Account Id,Post Date Data From: 09/01/2017 Th.: 09/30/2017 CUSIP TYLn rwl 'hvn SEC MFc Nef C.. sbwl.- E,n- rn.,D.le n.@Dae sNtle D.rc sEUOE rn ive U." P... C- Fa Fa COA e.INLo® eaNLn.. .IoaW1 OCS CHANDLER LONGTERM PORTFOLIO O9/ 17 3133782W 1 310 MTEREST EARNED ON F H L B DEB I500% .00W WSJ00 W W W 56550.00 W .00 W J/08/1941 PV ON 1w000 .SHARES DUE 9 1] 09/08/2011 09N NI 09..11 11.10 P 10 rURCHASEDUNITSOFPIRSTAMGOY .Fo 561500000 IW}TJO W W W -56250.00 56)SOW E. W CLZ POHDRftO 0177001 OJO O.W O.p An 56 IS.. 0.00 aW 09/IloiA7 MIOSHCW] 1 310 INTEREST EARNED ON6ANKNV MEL.M1N E. WS]00 W W W 2E360.00 W 00 W 1]W%.1111,$I PV ON260000.CfQl SHARES @OIT 03/I0017 1I3378Ad3 1 )10 .TEESST EARNED ONFH L B DEB 13751 OOW q.W00 W W W 51561.1. W 00 o ]N9/I S SI PV ON 75W]00.0000 SHARES DUE 9'.M 7 M UW017 09/11OU7 09IIII U7 318 567 P 10 PURCHASEDUNRSOPFIRSTAMGOVTOBFD ]S,W35000 1. W W W - ,%250 T5.99E 50 00 W PGZ1[X rw1D.h N/11/201]TOM1I OAO 0.00 0.M 0.00 ]3.W2.. 0.0. 0.00 W/13/2017 912828WU0 P 6G BGOKVALUEOFUSTREASURYIPS EAM% .00W . W W W .W W .00 .W TI1ANADCJSTEDBY-3120WUNITS DECK H TO ADNST FOR CHANGE M CPI W/13MU7 912..E P 6E FFDBASISOFUSTREASURYIPS 0.125% .00W LOSS]0 W W W .W 3.120W .00 .W TIISMADNOTEDBY 111.W UNIT9 DECRE46b TO ADNST FOR CHANGE IN CPI .111.11 9128E.. P 63 S.COST OP U S TREASUEY I P S 0.125% E. LOSSJ'0 W W W EE O] .E. W T/15MADNSTEDBY 3120 W UNITS DECREASE M.STPORCHANGB W CTI 0 11.17 912528WU0 P 65 PARVALUEOPUOTRE SURYIPS ECo% d,120L000 .LM]00 W W W LO W E. .LO 711S ADIU=BY-3120W UNITS DECIIBASB TO ADNST PO0.Co...M CP1 .D.VlAv o7T.. OAO OJN OAO 0.00 -3,00. ..0. 0.W W/15I2017 0111,111, WI151201T 161,U1 P 20 PAIE.EARVALUEOFCHASEISSUANCE -0,1ggosoo0 dJ.. ,. 1011M)1J IE IIS 17 TRUST 106%9IILI9 CMO MAU PAYDOWN W/IOU7 161571HHO 1 310 INFEREST EARNED ON CHASE ISSUANCE.1 OOW PW00 W W W J,65)00 W .0. W I KO'F 9/16111$1 PV ON 616WW 000E SHARES D11b11.17 W/I1I2017 3133TCE95 1 310 WTEREST EARNED ON F H L M C MLTCL MUG .00W tWP00 W W W 81.G7 PHL3032 I I68%BI15A0$1 PV ON SLW W SPARES DUE 9/IS/201730.0@6VPVON 30,86045PVDUE 9nvn W/151201T 09/1L2M7 W115/201T 1133TCE95 P 20 DoECCWNPARVALUEOFPHLMCMLTCL -]J 97Wo .WTIW iW W W 135711 -1.111,11 00 -142 FHWW2 MTO 3.168%BIISA2 W/I1R01T 09/I1R017 WI15401] JINSSWZJ P EO PAIDWWNPARVALUEOFP H LM C#78W6 -1636W PTJJ011 W W W IAIS -ISW 00 W 78W50F 2762% I10128AUGUST FHLMC DUE 9/ILI7 U.S.Bank Pivot Page: 8 of 14 Transaction History With Totals Print Date: 10/30/2017 at 3:26:17 pm By Account Id,Post Date Data From: 09/01/2017 Thou: 09/30/2017 CUSIP TYLn rn.l 'hvn SEC MFc Nn V.. Sen..— E,n— rn.�Dae n.@Dae sNtle D.rc sEUOE m ive U." P.CE.. C— Fa Fa COA e.INLo® eaNLn.. .,..I I OCS CHANDLER LONGTERM PoRTPoLIO O9/I1/E01] 31349MD 1 310 MTEREST EARNED ON P H L M CN]860M .00W WIJ00 W W W 5.23 W .ol W IS., 3. l N IRI$I PV ON SDW SHARES DOE 911L 17XLY PELMCME 9/I5/I7 .11.11 09/I1101 O11.11 318MV50 P 10 rvCHASEE.SOFPIRSTAMOOVIORFD 35].81]6800 IWYYJO W W W -II7$17A 257,817.68 .00 W C.S CLZ .15.11 09/I51011 O9/15201] 11.17 P 10 PIIBCHASED=SOFFIBST,oIWVIMFD 9],OB6.1800 1. W W W ,537,086.18 53],0861S 00 W FO CIZ O9 vII1] loot AC2 1 310 INTEREST EARNED ON XONOAAUN E. Wa300 W W W 2,096IS W 00 W 13W 111/2 1 PV ON 3W6.58W SHARES ME 9/152017$OWlolIVON 1910,WIWFVOOE 9/IS/17 W 11.17 9581%MSS 1 310 INTEREST EARNED ON INTER AoESCAN DEVEL .DOW fOaS00 W W W 31,S..I. O] .E. W I.7v4 3/I512l I1 PV ON JSM.TW OOOO SHARES .911.17 .11.17 47]S7]AD6 1 310 W EREST EA M ON JOHN DEERE OWNER .00W LOaa50 W W W 451.78 W 00 W I% 11/15118$1 PV ON 451.78W SHARES DUE 9/lRl017 OEW59oVON 506,60CPVDUE 9/ILI] W/15M17 09/I5II017 WI15/1017 477977AIIS P EO PNO WWNPAR VALUE OF IOHNDEEREOWNER -IISaWA000 WJYJO W W W IISaWM -n5,363A5 .00 �54.05 1%PK 11/15I18 .15.17 477E AB3 1 310 INTEREST EARNED ON IOHN DEERS OWNER .DOW fOaaSO W W W 1,]63.50 W .00 W 11.l011ll1 E1 IV ON 1]..1 SHARES ME 9/l560[7$0.00@5?VON l,4l0,OW.WPVDIIE IN TEI .11.17 J]]BBBABO 1 310 TER "I,.$]I ON IOHN DEERS OWNER .00W 0.W000 W W W 1A16.80 MI.EW J/I520E1 PV ON 96WL11 W00 SHARES DVE9/IS/E01] W 11.17 4771 BAW 1 110 NPEREST EARNED ON JOHN DEERE OWNER E. tOW00 W W W I.W5.13 e l 111SR I$1 PV ON 611W0 W00 SHARES DVE9/I.17 .11.17 41IV Ap 1 110 INTEREST EARNED ON IOHN DEERS OWNER .DOW fOaaSO W W W 2,741.67 136 V1I O II IV ON 27Q 67M SHARES ME 9//56011 M.113 FIl. I...O 0.DO PV OUE 9/15/1] W/I1IMI7 OTBBNABJ 1 310 INTEREST EARNED ON RICE DEERE OWNER .1. PW00 W W W 1.653.86 W AO W I ISE,V 1919$1 PV co 1663.6E00 SHARES DUE 9/ISR0170.OW91?V0N 1.831,76732PVDUE 9/IS/I] 09/15601P 0/ISR017 01152.11 Y//1BNAR4 P M PAH IBOWNPARVALUEOFICEll EEREOWNER -247,3545700 PW00 O] W W 2417X11 -247,339,a I. ll. IOW IlIll9 O9/11., 11N17RF4 1 310 MEREST EARNED ON.LIWX Co 1.91EI, 0. .WNpO W No W J90W.00 No -00 .W Ill 9V IV ON 4WI]OOLDOO SHARES ME 9/1560V 09/I1I2017 04747AM 1 Ill INTEREST EARNED ON IS.AUTO OOW WJMO W W 00 E67I.13 W .1. W I 4]65 1/1520 E I PV ON 16]21300 SHARES ME 911S 17$0A0123?VON 1.365AW.WPVDUE 9/IS/I] U.S.Bank Pivot Page: 9 of 14 Transaction History With Totals Print Date: 10/30/2017 at 3:26:17 pm By Account Id,Post Date Data From: 09/01/2017 Thm: 09/30/2017 CUSIP TYLn Pn.l 'hvn SEC MFc Nn C.. sen.ITem C,Tern Io.I D.le n.@Dae seme D.rc sEUOL rn TaY EoA.� U." r.0.e C— F_ee F. COA e.INLo® eaNLn.. 6]OSM6W1 OCS CHANDLER LONG-TERM PORTEOLW O9/IS/IDI] S47nCAB1 1 310 MTEREST EARNED ON M IAN AUTO I. WM100 W W W 1,185.51 W .EO W L.11 5/IS/11$1 PV ON IISSSI W SHARES ME 9/IS/E01]$0.00089?VON 1,3R9,11IT711DUB pIT W/150317 09/I5R017 09IISR017 6547BWAB1 P EO PAUJCOWNPAR VALUE OF NIESANAVFO -16335U.E600 0.>b00 W W W 163,SW36 -163.SBJ85 00 691 10]65 LIS/19 .11.17 89ll6WACE 1 310 WTERESTEARNED ON TOYOTA AUTO .1. WMI00 W W W 1,110.55 W .00 W 111119 IM L15/Il EI PVMIIE II00SHMESECE 9/15 17BOOgB3?VON 1.189,872IEVDUO worn O9/ISI2012 09/15201] %IISR01] 89236WAC2 P 20 PAIDCOWNPARVALUEOFTOYOTA. -Iea0317900 . .W .to .W H.,Wo 79 -IW,0065] EE 2222 TA 11119 IMO%LIS/19 PW No WIMO17 IDM1l 0.0. JSO.SI ECN.17 Lf2EESE9 1 310 WTEREST EARNED ON JOEN DEERE CAP MI 0. W W W 57,50000 W .00 W 23W4 9/I119$1 ION 56666W0000 SHARES DUE9/16ROV W/IER01] 09/18 017 PSIVIOn 318MV567 P 10 PIIRCHASEDLEICSOFFIRSTAMGOVTOBFD 4,102,116.1 1. W W W -0,2a.16EI 4202,836.20 .00 .W F. CLZ 09/IS/20n 09/18RO17 O9/IW017 31806V567 P 10 PURCHASEDIIMTSOFPIRSTAMGOWMED I33161P IWM✓JO W W W -133A6 133.K 1. CLZ 09/IS/2017 I.., 1 III WTERESTRARNEDONONMACnP IC I. LW000 Co W 00 3in W 00 W CNM1630 I 2/16A0$1 PV ON 34250)SHARES ME 911.115000105/PV ON 23,on.PV DUE "I'll, W/IE/2017 09/162017 PSIVIOn AUMOPS9 P 20 PAIOMWNPALICU,EEOFGNMAGm EPSM ..INN tOS00 W W W 9000E -9W.02 .00 .W GNM1630 1.2116CE W/H.17 03.1., 1 310 WTERESTEMNEDMEEM AAUN 0000 fOBJ]0 W W W 133A6 W .W .W HA1101. IIPE1 1/1SCM I MI18562051InUEES .911.1] W/IS/2017 OWJIC 01] 011MOn 439IMABI P 20 rA1DMWNPARVALUPOFNONDAAIITO 45M.EII0 LO88J'0 W W W 1.8 .Al -15S,.I,61 .W I580 NA11018A I OPN 6l1M8CM0FMALMDS)W POHDetl09/IaROn Tolal 0A0 0JN 0.M J.985.]99.4 O,p3,09.t03 0-00 35.N 09/19I201] 025616AT5 1 111 WTEREBTEMNED M..CAN E%PRE58 I. PtlWO W W W 1.,.t0 W OO ro 7 too VIW18$I PV M 21SOOP)0000 SHARES IIE910.11 O9/1912019 09/192017 WlIvIOn 318 567 P 10 PVRCHASEOUNCCSOFFICoAMGOVTOBm 260.4101 1 00 .to Y0 1.,.41 2W.XI2 5 OP SU FG= CLZ Pm1IE o w1mon TOM Soa 000 Soa -I." 261on.05 ..0. O.W U.S.Bank Pivot Page: 10 of 14 Transaction History With Totals Print Date: 10/30/2017 at 3:26:17 pm By Account Id.Post Date Data From: 09/01/2017 Th.: 09/30/2017 CUSIP TYLn 10.1 'hvn SEC MFc Nef C.. MO..- D,Tern Io.I Dtle nWe Btle seme B.rc sEUGL Pn ive Ue_11. P.0 Ee C- Fee Fee COA e.INLo® eaNLn.. 6],..I MS CHANDLER LONG-TERM PORTFOLIO O9 17 0& 017 EEII)n017 318MV563 P 10 PURCHASED UNITS OF FIRSTAM GOVS OB ED 5.9ll.9300 IWMGO W W W -5,933.9E 1,93313 .0(1 W F= CLZ 0 .11 ..R1 09ISOR01, 16II., P 30 PAID.FAR VA. EG II lIMO8. 141 0IO) W W W N3.30 -14887 E. -567 OBW2)M 335ffA 13ROR6 AVGUST GNMADVE 9RN17 09R.11 ]6225CA29 1 310 WT¢RESTEAEEW NGNMA IIp IXC3 E. WMYJO W W W 41 El W 00 W OSW23M 22WA 12 O S o PV ON 41 KID SHARES WE 111.11 A000ST GNMADVE 91.11 0 .R 7 09/20R017 09202017 ]6225CC20 P M PAID WWN PAR VALVE OF G N M A I I ROSINS$ -219630E 0.W00 W W W 2196E 2244] 0E IS. .1. 262516I 1AUGUST GNMADUE 1.11 09RdM17 1.111. 1 30 INTEREST EARNED ONONMA II.SEII D. W W W 16U W 00 W 08W11M 26251.6R 1$I PV ON 56,I1W SHARPS WE 92.11 AVGVST GNMADVE 9RED 034WM17 0..'C' G9I2pR017 J6]25RJ2B P SO PAIOWWNPARVALVEOFONMA H AIDR j,ER250E . W W W ZR1R15 -1.471,87 D' SDS 080408M 2625%520 ..WST GNMA. 9.11 Ev2.17 36325CNE8 1 310 WTERESTEARNEDONGNMA IIpSD W8 .0. . W W W 167.3E W DI W .Sm I.S%9 .$]PV.N .,.RRARESCD. 9ROROI7AUGVST WSIAWE RRW17 M(RN017 09 017 0960/3017 36Z35CNM4 P 20 PAIOLOWNPARVALIIEOFGNMA 11WO8095 -328.8100 WMI00 W W W 52S.81 d3583 .EO 2. .9. 2625%42W30AVGUST GN Wn 92N17 O91NOR017 36IISCNM4 1 310 INMRESTEARNEDONGNMA IIMEED95 I. fOTa30 W W W 20.8E W .00 .W 0095M 2.v,4RN30SI PVON308W)SNARESDUE 9ROR2017 AUGUST GNMAWE 9RWI7 09RW3017 09 017 O9R20R017 36 SDCB8 P 30 PAIDLbWNPARVALUEDPGNMA IINOSLS65 -j 124.8400 WMYJO W N W 2,124.M 3,13351 .00 133 O.1. 2.12YA V2W34 AUGUST WSCkWE 9Q 17 09RW2011 ]6225OCBS 1 310 WTERESTEPRNEDONGNMA IIp IDI5 1. WbJO W W W 11211 W 00 W ERD EIM 2.125%7I20A4$1 PV ON I32.I5W SHARES WE 11O.ITA000ST GNMADUE 11.11 .D.Y09/2d Orr,.1 UAO O.N AM R. 43L4 OAO 19.3E OSRIIdEII .1111117 EII21R017 T18 16 7 P 10 PVRCHASEDV SOFFIRSTAMOOW06FD pa6983700 1'. iW W i0 -DE691,37 DR69S17 DE .W FG= CLZ W1II2017 431I4TAa8 1 310 INTEREST EARNED ON HOf1OAAVIO D. PTJMp W W W 22."8 W .1. W I A20%1.19$I PV ON 22lO1.SHARER WE 9I31ROI7$RIX RPVON ISS.Wa00PVDUE 9.1117 0921I201i 09212W7 PB211E17 41M.R P ZO PAIDD0 NrARVALVEOFHWDAACTO .136,n76900 AA'Xp00 W W W 1]6}67. -I1,4.. 326 W I.71.11 PoYD.h RMI1 017Ub l WO OAi OAO OAO S,.RS4 RI, O.W U.S.Bank Pivot Page: 11 of 14 Transaction History With Totals Print Date: 10/30/2017 at 3:26:17 pra By Account Id,Post Date Data From: 09/01/2017 Th.: 09/30/2017 CUSIP TYLn rn.l 'hvn SEC MFc Nef C.. MO..— D..Rn— rn.�Dae n.@Dae RNtle D.rc sEUOL m iv E-I.� U." P.CP.C.e C— Fa P_u COA e.INLo® eaNLn.. 6],..I OCS CBANDLER LONG-TERM PORTPDLID O9R5/E01] 0]EI11FN4 1 310 INTEREST EARNED ON AMPESCO 3W689% .00W WJYJO W W W 250A2 W .ER W AD. W356951 PV on 11R 2004HARES DVE 945/201I "W182/PVON 133,74129PVDUE 9Q5/17 RCI56 17 09QSQ017 O9QS12017 3I37INIlC7 P 20 MID PAR VALUE OF F N M A M257179 -1529000 RESER W W W 152.90 -11171 .ER %81 27V?Rv 41..IRS.UST FNMADUE 9RI5 I .5.11 ]1]]INIIC7 1 110 WTPRPST PARNEV ON PN MA%25TIry dIN% I. WMYJO W W W 8089 W 00 W 2 o"A V 1M St FV ON 8089W SHARES DUE 9125RR17 AUGUST PNMADVE 925I17 Rvo.V 09/252017 .11.11 ]1,]6 , P 20 PAIVWWNPARVALVEOPFNMAQ57969 d.652771R 0.W00 W W W 1,11271 A..'rI 00 17396 JST9l9A I.RRI90 AUDUST FNMADUE .1117 0 1.S 7 JI176RT22 1 )0 INTEREST EARNED ONFNMARI179fi9 50001 I. OTIW W W to 61621 W 00 W 157969A .1135 SI PV ON 6162WO SHARES..11.11 AUDUST ..Cr 9¢5117 .11.11 09Q56017 G9RI1R] JI]81PDA3 P 20 PAID WWN PAR VALUE OF F N M A W6397 1313900 0 W W W 63LH 11111 0. 1367 W39M 33131%II10I2GAVGUST PNMADVE 925117 Ev21.17 313SIPDA3 1 310 INTERonM[NEDONFNMAA66397 .0. WW00 W W W 1,038.31 W .00 W 466]97A 151➢%11N I20E1 PV ON 103R]1W SHARPS DVE 9RS 17AVGUST FNMADUE 9R5I17 M SM17 0925QG17 09RS12017 ]1]SEG6F6 P 20 PNOWWNPARVALIIEOFFNMAp 0869 -326.8900 LOS00 W W W .6.89 d45.72 .IR -11.13 gL0869p 45W%61IR9 AVGUST PNMADVE 92V17 0911.17 ]1]8EG6F6 1 310 En ERESTEMNEOONPNMAMALOS69 I. fOaa30 W W W 6RIR W .ER W AL0869A 41.fiN IR9 SI PV ONW WTJ 6NARES DUE MR 17AVGUST FNMADUE 9RN17 0911.17 1119 11 1 110 INTERESTEPRNEDONPHLMCMLTCLMTG E. fOa300 W W W 4,91075 O3 E. W 6.5WN 9/2VG3$1 PV ON 493075W SHARES DUE 9R5/201Tf00R54 P N 91Q29]0)1VDIIE 9/25/IT W125RI17 Q9 ,RG17 M9 !IA017 3139 e P 20 PAIOWWNPARVALUEOFFHLMCMLTCL SWE 9000 391.81.1 W W W I.Rc.9G -5,767.75 .IR -674.81 INTO 6,.S 1111,11 0911.17 ]1]97QREG 1 310 INTEREST EARNED ONFNMAGTDREMW R. WJYJD W W W 453.61 W .00 W L IIJ%2R5141$I PV ON411S1 W BHARES DVE 9R5601]$O.OGIM?V ON 284,loo VDU. ,W17 E9R5W17 vCe@017 M12V017 31397QRE0 P 20 RoDWWNPARVALUEOFFNMAGTDREMIC 1933200 . W W In 6p9332 1.oRlJ AO 2W I.I IJX.5.1 .111.17 31398V198 1 110 INTERESTEARNEDONFHLMCMLTCLMTG I. WMI00 W W W 3,188.25 W .IR .W m% Vu20E110.1 u00 SVARES DVE9R5I20V W SM17 0925Q017 G CI017 ]IW]DIZ P N PNDWWNPARVALUEOFFNMA#74o80 8.662.710G WJ300 W W W 2.6 .71 3,862.41 .W -191.1. 7411. 1.6N I3SACDCST FNMADVE 9R117 U.S.Bank Pivot Page: 12 of 14 Transaction History With Totals Print Date: 10/30/2017 at 3:26:17 pra By Account Id.Post Date Data From: 09/01/2017 Th.: 09/30/2017 CUSIP TYLn Pn.l 'hvn SEC MFc Nef C.. MO..— L,n— Pn.�Dae n.@Dae sNtle D.rc sEUOL Pn ive U." P.C.e C— Fa F_u COA e.INLo® eaNLn.. 6],..I OCS CHANDLER LONGTERM PORTFOLIO O9R5/IDI] 11.1.1 1 310 MTEREST EARNED ON F N M A4N5580 5000% I. WM100 W W W 59R63 W .ER W LSS60A W0 .0 1PV ON"D 63008XARES DVE 1151.11 AUWST FNMADVE RD5/17 RCI56 17 09Q 017 O SDO1] 31103GXF4 P . PAID.FAR VA. EF N MA pEIIIE -16.EOW WS]00 W W W 163E -1542 .ER -122 7,1.1Ck SWTS IONI/D AVOVBT FNMADV61.117 .5.11 31... 1 310 WTERESTE MONFNMA#U8619 000% 1. WMYJO W W W 1711 W 00 W 7nS78A INOIgI SI PV ON I].5]OO SHARESDUE 92iR011 AUGUST FNMADVE 925I17 0925I2017 09/252017 .11.1, 31 COSFQYB P A PAIVWWNPARVALVEOFFNMA#S15991 d3i69600 0 W W W 3,SS696 -9EDD E. 16611 SD59 A 5W0 vn5s AUGUST FNMADUE M5117 .11.17 JIJ06 s 1 310 .TERE.EARNED ONFNMAp8159]1 RtM0 E. . W W W 1M172 W 00 W 815971A 3N1/3531 PV ON IO3I ROO SHARESDIIE 925Q017 AUGURY ADUE 925117 0911.11 0."IC, E9IELID1] JIJO5XWI5 P EO PAID WWN PAR VALVE OF P N M A#923358 1773600 . W W W 41111 1AbJ 0. 3]J BE33SBA 12]4%2NIAS AUOVBT CD... .11 .1.17 31W5X 1 310 WTEREST EARNED ON F N M AM823358 3374Yo .0. . W W W 34.68 W DE W 3E331SA .011$I PV ON 1646WO SHARES DUE R1112 0 AUGUST FNMADUE M5117 M5M17 0925Q017 MCIO1] 3110]BXH] P E0 PAIOWSSoECt ALIIEOFFNMAp86080 135.14E0 WMI00 W W W E35.14 -E52.18 .IR .17.64 BEd180A 5WT: 7155 AVGURT FNMADCF 91V17 09/1.17 3107BXM 1 310 WTERESTEARNEDONPNMAADIWO 5000% D. . W W W 110.99 W .ER W RVRDA 1I011SSIPVON11I,. ARERDVERII.V AUWST FNMADIIE RD5/I7 09R5M17 OvDS 017 W MOD 31410M P EO PAID..VALUEOPFNMA..vI 6 .18024.890E f03330 W W W ID024.89 -10,77676 .ER -0518] IIRC A 5 W 7/RWSAUGUST FNMADUE 9/25/17 091.11 31410P4V1 1 110 WTERERTEPRNEDONFNMA#MRD6 000% R. WbJO W W W L162.96 W OO W 1.31 7N1/3651PVON116396WSHARESWE9R50017 AUWST PNMADSIE 925I17 M5=7 O95Q017 E9/25/017 314[ AY3 P M PAU)COWNPAR VALVEOFiNMAI1MARtl22 1.S9 00 0.W00 W W W 31.9 -IIll.6f 00 2011 MAO122A 4.5W%4NIR9 ADGUST FNMADUE ffi5117 .1512017 314[ AYJ 1 310 EJTERESTEARNEDONFNMAXMAW22 1. W W W 9776 W IE .W MAOO22A 41.411/A BI PV ON 97.E603 SHARES WE 9ZE 17 AVOVaT FNMADVE 94I5/I7 09R5IE017 vCe@017 PBl 017 318 67 P IB PURCHAREDU SOFFIRSTAMGOWCBFD IIXIR 00 1'. W W W -13.211,M 112n. .0. .W FGZILY CLZ WDSI2017 09125R017 M5R01] 318NV567 P IB NRCHASEDU SOFFIRRTAMGOVTOBFD 3436].8800 ItWMO W W W -34,36].88 34,367.8E .IR W CI,Z Pw DIW OMv 017 TIMI OAO OAF OAO O.W 11,7R3.35 0.00 -E,E11.94 U.S.Bank Pivot Page: 13 of 14 Transaction History With Totals Print Date: 10/30/2017 at 3:26:17 pm By Account Id,Post Date Data From: 09/01/2017 Thm: 09/30/2017 COME TRLn ROO 'hvn SEC Mhc nn C.m MO..— E,n— ro.,o.le n.@Dae sNtle D.rc SEDGE m i I U." P.0 I C— FI Fa COA e.INLo® eaNEn.. 6],..I OCS CHANDLER LONG-TERM PORTFOLIO O92]/S01] 91S.E.t P 6i BODE 1LUEO1USTREA .IFR OILS% E. WSS00 W W W .W W .00 W 1/1.`I MEET IRRIE.TS DECRE46b TO ADNST FOR CHANGE W CPI 091.11 91S..0 P 63 FEDBAMSOPUSTRBAMTATIS OILS% E. LOSSJ'0 W W W .00 3,6GOW .00 W ]/IS ADNSTm BY 36W.WUNITS DECREASE TOADIUSTFORCHANGE W CPI .1.11 912628W110 P 63 STATE COST OF V S TREASURY I P A 0125% 0. WMYJO W W W 00 W 00 W 7/IS/NADESTEDBY36W.WU TS DECREASE TO. vTPOECHANGEWCPI 092]I201] 91232SW110 P 65 FARVALUEOFUSTRFASURYFFS OILS% -3,6W0000 0.W00 W W W W W 00 [O ]/IS ADrJSTEDBY36W.~1TTS DECREASE TO ADRIST MR CHANGE M CPI POYOah092]281]'IbM1I OAO OAl EAO I.W "Em. 0.0. 0.00 .11.11 0..'C' D.II, JIBMVS6] P . SOLO TEAS OF FRET AM.1 OB PD CLZ -5,996514S600 1'. W W In Sy9691d6 -,W.5M,26 FGZ1[X RCIRS 17 092]201] 09IS82017 912UBL4 P 10 PURCIUSED PAR VALUE OF U S TREASURY M 6.000,0.tl.W00 93]9]1 W W W f,98],83360 5,987,832.60 .00 W I e]5%S/3122/fA ..SACNS RCO. LLC/6,000,CW PAR VALUE AT 9%7W21 IA W/18/S017 ..Mn ID.S. 1 300 PAID ACCRUED MTEREST ON PURCHASE OF U S .Im tOS00 W W W 1,701.R W .I0 .W TREASVRYNT IA95%ROI= Pw D.a B9nAAIQDTom w.R Bn w.R A. -g,]Rl.r An, B.aB 09/S9/ 17 09292017 0929Q017 31WK 67 P A SOLD M OF FIRST AM GOVT OR PO CL 2 -964.9141100 F. W W 00 9H,91431 ~14,31 .EA W 1. O9 17 0925R01] O9R92017 43814PAB6 P 10 PVRC.REDPARVALVEOFNONDAAGTO 965,WJ.0000 999911 W W W AH,9LL21 ."1I 21 00 W 1.5]0% 12120I1P.MORGANSECURITIES LLCN65,WPARVALUBATS9RO10984% Pp Oah 89/E9281]ieM1l O.M OJN O.M 8.00 O.G 8A0 RW A—.1 616016601ID1.1 OAO OAO OAO 8A0 4 R,R 8 J.Sb -IA29.32 Xmoel EeJing Crh ItlnalpalCuh:-1}g51].65 Iemme G.h: L51 E,513.tl TOM1ICUL:O.W U.S.Bank Pivot Page: 14 of 14 Transaction History With Totals Print Date: 10/30/2017 at 3:26:17 pen By Account Id,Post Date Data From: 09/01/2017 Thor 09/30/2017 CUSIP 'IkLn Pn.l 'nvn sec MFc Nn ce. MO..— b,n— ro.,b.e n.@o.Ee sNtle n.rc sEUOL pn ive U." er.. C.A. Fa Fa e.A e.WLn® ea.L— .1bo. OC SANITATION DISTRICT CONSOLmATEU Aemoel BedeningCW P ntlpel Cub:0.00 b.—C..6: 0.. fomoel 61f01 1rA.1 O.W OW OAO 0.. O.M 0.00 0.. AemoulC Nug Cub P nelpel Cub:0.. ft—Cn6:000 TolaICUF.0.00 GmtlT—I OAO O.OJ Ea 0.n0 R0.....H IX7.61 -I SE9d3 Gmtl IDM Cua Pd,,ipal Cua:-I,W9,M).16 I—Cub: 1,W9,79f16 To1.I C.":S. ***** End Of Report ***** Callan September 30,2017 Orange County Sanitation District Investment Measurement Service Quarterly Review The following report was prepared by Callan using informatlon fmm sources that Include the following land Wsleads); fund enterprisers); Investment managers);Callan computer software;Callan investment manager and fund sponsor database;Mind party data vendors;and other outside sources as directed by Me client Callan assumes no responsibility for the accuracy or completeness of the informal provided,or methodologies employed,by any informal providers external to Callan.Reasonable core has been taken to assure the accuracy of the Callan database and computer wflware.Callan tices not provide strice regarding,nor shall Callan be responsible for,the purchase,sale,hedge or holding of individual securities,including,without limitation secunties of the Giant(i.e. company stack)or derivatives In the client's accounts. In preparing the fallowing report,Callan has not reviewed the risks of individual securry holdings or the conformity of individual security holdings with the client's investment policies and guidelines,nor has it assumed any responsibility to do so. Advice pertaining to the merits of'individual securities and denval should be discusser with a third pant securities expert. Copyright 2017 by Callan. Table of Contents September 30, 2017 Capital Markel Review 1 Active Management Overview Market Overview 9 Domestic Fixed Income 10 Asset Allocation Investment Manager Asset Allocation 12 Investment Manager Returns 13 Asset Class Risk and Return 17 Manager Analysis Chandler-Long Term Operating Fund 19 Chandler-Liquid Operating Money 23 Callan Research/Education 25 Definitions 28 Disclosures 33 Callan Orange County Sanitation District Executive Summary for Period Ending September 30, 2017 Asset Allocation September 30, 2017 Market Value Weiaht Net New Inv. Don nBC Fixed mcane Long Ten Operating Fund' 333230,276 87.07% 0 sod Fund $382,713,807 100.0% $(75,200,000) Performance Last Last Last Last Last 3 5 7 Quarter Year Years Years Years Domestic Fixed Income Long Term Operating FundA 0.37% 0.57% 1.45% 0.86% 1.53% Chandler 0.37% 0.57% - - - Blmbg Govt/Cred 1-5 Year lox 0.43% 0.51% 1.51% 1.20% 1.51% ML1-5 Govt/Corp 0.44% 0.53% 1.54% 1.26% 1.58% Liquid Operating MoniesA 0.26% 0.73% 0.43% 0.31% 0.28% Chandler 0.26% 0.73% - - - Cltiarouo 3-Month Treasury BIII 0.26% 0.64% 0.29% 0.19% 0.16% Total Fund 0.29% 0.42% 1.19% 0.71% 1.30% Target' 0.40% 0.55% 1.29% 1,05% 1.29% Cunent OuarterTarget=80.0%ML 1-5 GOWCotp and 20.0%3mo T-Bills. AAssetsweie transferred in kind to Chandleron 12/1/2014.Previous pedomtance reflects PIMCO. Recent Developments During the quarter, $75.2 million was withdrawn from the total portfolio. The entire amount was taken from the Liquid Operating Monies. Organizational Issues PIA Manager Performance Treasury yields rose modestly during the quarter, particularly on the short end of the curve. The 10-year Treasury yield dipped to 2.00%during the period on geopolitical risks related to North Korea, but ended September at 2.33%. On the long end, the 30-year Treasury dropped to 2.66%on September 7,but finished the quarter where it started at 2.86%.The 2- year Treasury ended the quarter at 1.47%, its highest level since August 2008. The Fed left rates unchanged at its September meeting, but 12 of the 16 FOMC members expect one more hike this year; markets are pricing a 70%probability of an additional hike. The Fed also announced that its previously communicated plan to reduce the size of its balance sheet Callan Orange County Sanitadw Qstr October 29,2017 would begin in October of this year. it will reduce reinvestment of its holdings by $10 billion per month, increasing this amount gradually each quarter to about $50 billion per month at the end of 2018. The Bloomberg Barclays Aggregate Index rose 0.9%, and all fixed income sectors produced positive returns in the third quarter. High yield (MIL High Yield CP Index) led the way during the quarter, up 2.0%. Long duration (Bloomberg Long GovllQedit Index), credit (Bloomberg Credit Index) and leveraged bans (CS Leveraged Loans Index) followed, up 1.5%, 1.4% and 1.1%, respectively. Mortgages (Bloomberg Mortgage Backed Securities Index) returned 1.0%, and TIPS (Bloomberg US TIPS Index) rebounded after a disappointing second quarter, up 0.9%. Bringing up the rear were governments (Bloomberg Government Index +0.4%).All fixed income sectors are positive year to date. The Long Term Operating Fund rose 0.37% in the quarter, lagging the MIL 1-5 Govt/Corp Index (+0.44%) and ranking in the 73' percentile versus peers. The portfolio was short duration compared to the benchmark (2.44 versus 2.75 years), which helped relative performance as the very short end of the yield curve rose. The portfolio generated a lower yield than the benchmark (1.7% vs. 1.8%), which weighted on results. The Long Term Operating Fund had less than 30% invested in credit and less than the permitted 20% invested in the combination of asset-backed securities, commercial mortgage backed securities,and CMOs as of September 30,2017(see page22). The Liquid Operating Portfolio gained 0.22% (after fees) in the quarter, which slightly trailed the return of the 3-month Treasury(+026%).The Portfolio returned 0.58%(after fees) for the trailing 12-months and ranked 33r°percentle versus peers. Cordially, S. Gordon M.Weightman, CFA Senior Vice President 2 Capital Market Review CallanCALLAN CMR Preview Third Quarter 2017 Up, Up, Up, and Away 2 Healthy Risk Appetite Drove Yields 5 GLOBAL EQUITY e a G E GLOBAL FIXED INCOME PA G E — The S&P 500 Index jumped 4.5%,led by Tech and Energy — The Bloomberg Barclays U.S.Aggregate Bond Index rose 0.8% — U.S.small cap topped large cap;growth outpaced value — The 10-year Treasury yield ended the quarter at 2.33% — Momentum remained thetoPpedooning factor year-todffie(+27.5%) — The Bloomberg Barclays Munlclpal Bond Index increased t.t% — Non-U.S. developed equity bested the U.S. for the third straight — High yield credit performed well,aided by investors quest for yield quarter — The Bloomberg Barclays Global Aggregate Index dimbed 1.8% — Emerging markets outpaced developed ones,also for the tried con- (unhedged) sec rt re quarter — Emerging market debt also did well; the JPM EMBI Global Diversified — Developed non-U.S.small cap surpassed large cap Index($denominated)jumped 2.6% Additional Callan Newsletters and Resources Coming Soon to Our Slog 'Perspectives' Hedge Fund Monitor Real Assets Reporter Economy Fund Sponsor An analysis of hedge fund manag- A review of real estate and other U.S. second quarter real GDP Each quarter we track the median ere and marketplace issues real assets growth was revised up to 3.1% return for all fund types, includ- (annualized), the fastest pace ing endowments and foundations, Private Markets Trends Callan DC Indez^' since the first quarter of 2015. public plans, corporate plans, and The latest news and trends in pit. A Web tool tracking performance While the major hurricanes may Taft-Hartley plans. Our analysis vale equity investing and fund tows of over 90 DC plans provide a temporary setback to offers insight into the factors that DC Observer Callan Target Date Index'e growN in the third quarter,rebuild. drove performance and how van. A look at the Issues and challenges An online feature tracking returns ing efforts are likely to boost GDP ous types of funds fared relative to facing DC plan sponsors and allocations of target date funds In the fourth quarter and beyond. each other. Visit our Research Library at callan.comllibrery Find even more on our blog at callancomlblog Broad Market Quarterly Returns U.S.Equity Non-U.S.Equity U.S.Fixed Income Non-U.S.Fixed Income Russell 3000 MSCI ACWI ex USA Bloomberg Barclays Agg Bloomberg Barclays GbI ex US t t t t +4.6% +6.2% +0.8% +2.5% Sources:Bloomberg Barcla,Ml Russell Investment Group Knowledge.Experience.Integrity. Global Equity U.S. Stocks:The 'Everything Rally'Marched On The Tech (+8.6%) and Energy (+6.8%) sectors led the S&P The Goldilocks environment("Not too 500(+4,5%).The globally dominant Tech names(the so-called +4.6% hot, not too cold, but just right") and -FAAMG"stocks, or Facebook,Amazon,Apple, Microsoft, and RUSSELL 3000 investor complacency continued to Google) continued to drive results in the sector, which now keep volatility at multi-decade lows accounts for 23%of the S&P 500 and 38%of the Russell 1000 and propel stock markets to new highs, in spite of escalating Growth Index. Tech alone has accounted for approximately tensions with North Korea, several severe natural disasters, 40%of the S&P 500's return year-to-date,with key drivers being and uncertainty around the prospects for tax reform and other strong earnings reports, increasing market share, and prod- U.S. domestic agenda items. The S&P 500 Index, Russell uct innovation. Record-high valuations for several companies 2000 Index,and Nasdaq Composite Index all hit record highs raised concern over their influence on the overall performance on the final trading day of the quarter. It was the Nasdaq's 50th of the Index should a correction occur. record close this year. The Energy sector continued to see signs of incremental Stocks, bonds, and commodities alike rewarded investors in improvement during the quarter due to a backdrop of improv- what's been coined the"everything rally,"marked by its surpds- ing supply and demand. Consumer Staples (-1.3%) was the ingly low volatility.Even cash is up from its dismal 0%days and sole sector to deliver a negative result as momentum-oriented posted a +0.3% quarterly result. Investors'attention remained stocks and sectors garnered favor. focused on the hopeful promise of tax reform along with the generally upbeat picture of the U.S. economy. But contrarians Small cap stocks outperformed large cap. In addition, growth question where longer-term alpha can be found amid stretched outperformed value(Russell 1000 Growth: +5.9%vs. Russell equity valuations. 1000 Value:+3.1%;Russell 2000 Growth:+6.2%vs.Russell Quarterly Performance of Select Sectors •Russell IWO •Russell 2000 I I I I I I I I I I I I I I I I I I I I I I I I I I I I II i II II I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I i I I i I I Technology Energy all& Producer Financial Will Reatlh Care Conwmcr Consumer Processln8 canaries Sen'icea Olarelknary Staples Source:Russell ImesMenl Group 2 1 Callan U.S.Equity:Quarterly Panama Global Stocks: Stronger Outside the U.S. �] Non-U.S. developed economies con- Russell MOO- 4.6% +6.2% tinued to gain traction. Second quar- Russell 1000- 4.6% MSCI ACW I Ex USA ter GDP growth in the euro zone was Russel IOM Grsa 5.6% 2.3% (year-over-year)with consumer confidence and demand both showing strength. The euro Russell l000 vawe- 8a% gained ground versus the U.S.dollar and the pound continued S&P 500- 4.5% to strengthen on hawkish comments from the Bank of England. Russell INIep e.5% Outside of Europe. Japan's economy continued to slowly Russell xsoo- a7% recover: second quarter GDP growth was 2.5% (annualized). Russell 2000 6.]% While this was lower than expected, the economy has now expanded for six consecutive quarters. Sources:Russell w.estmem Group.Standard&Peers' Non-U.S. developed equity (MSCI World ex USA: +5.6%) outperformed the U.S.for the third consecutive quarter as the European market (MSCI Europe: +6.5%) continued to post U.S.Equity:One-Year Returns positive economic data and corporate earnings growth with some signs of political stability. Russell M00 1&]% Russell 1000 18.5% The dollar's losses against the euro stemmed from an upside Russell 1n00 Gmwm 21.6% surprise with European growth and market-friendly outcomes Rusull 1000 sell- 15.1% in European elections. Economically sensitive sectors outper- formed defensive securities. S&P MO 18.6% Russell Mil 15.3% All sectors generated positive returns. Energy and Materials Ressell25W 17.8% were the top two performers as a result of higher oil and com- Russe810M 20.7% modify prices. WTI and Brent prices surged by 12%and 20%, respectively,driven by favorable supply and demand dynamics. Seureea:Russell Investment Group.Scandam&Pours Copper rallied 9% due to tightening supply and positive eco- nomic data from China. 2000 Value: +5.1%). Biotech (+14.5%) and a surge in small Value outpaced growth as economically sensitive sectors cap value on tax reform news in September bolstered small posted strong quarterly results. cap stocks during the quarter. Biotech benefited from the eas- ing of pricing risks as well as the FDAs approval of genetics- Emerging Markets: Upbeat Signs Across the Board based therapeutics. Emerging markets topped developed +7 9% markets for the third consecutive From a factor perspective,momentum(+27.5%YTD)remained MSCI EM quarter, fueled by a soft dollar, syn- thetopperformerwhile defensive(+8,5%YTD)wasthe laggard. chronized global growth, and strong Investor behavior has had a meaningful influence on results as oil and commodity prices.Brazil was the best-performing coun- investors tend to project their optimism across the broad market try within emerging markets given the hope of achieving fiscal and chase momentum during periods of strength. Knowledge.Experience.Integrity. 1 3 Global Equity:Quarterly Returns (U.S.Dollar) Global Equity:One-Year Returns (U.S.Dollar) MSCIACWI 5.2% MSCIACWI 18]% MSCI Wotltl 4.8% MSCI Word — 18.2% MSCI ACWI ex USA 03% MSCIACWI..USA 19.6% MSCIWWdex USA 5.6% MSCIWwM..USA 181pb MSCI ACWI ex USA Small Cap 9.9% MSCI ACWI ex USA Srl Cap — 19.2% MSCI Wotltl ex USA Small Cep 7.3% MSCIWMdex USASm1l Cep -20.4% MSC Eel-UK e.9% MSCIEu¢pea.UK 2i0% MSCI UK 52% MSCI UK 14.6% MSCI Japan 3.7% MSCIJapan — 14A% MSCI patlfic ex Japan _a,0% MSCI Paul ex Japan — 14.1% MSCI Em ne,Al 7.9% MSCI Ennarl MaAela —22.5% MSCI China 14.7% MSCI China 33.0% MSCI Fram.,MaA.la 8.9% MSCI FroMler Mar eta — 25.5% Source'.MSCI Source:MSCI reforms to spur economic growth. China continued to fare well Non-U.S. Small Cap: Mixed Messages with GDP growth of 6.9%exceeding expectations;the Chinese (� Developed non-U.S.small cap(MSCI Tech and Real Estate sectors were top performers. +6.9% World ex USA Small Cap: +7.3%) MSCI ACWI Ex USA SC outperformed large cap In the risk- All sectors within emerging markets posted positive returns, on market environment marked by led by economically sensitive sectors such as Real Estate, improving economic activity in Europe.The top three perform- Energy, Materials,and Financials. ing Countries were Germany (+17.0%), Norway (+16.4%), and Italy (+115%).All sectors posted positive returns, led by Brazilian and Russian banks surged during the quarter, Energy and Technology. spurred by rising oil and commodity prices and improving lending conditions. Small cap (MSCI Emerging Markets Small Cap: +5.6%) lagged large Cap in emerging markets due to the strong perfor- Despite a strong showing by value factors, growth and mance of large Cap Asian technology Companies.The top three momentum dominated the market given the returns of large performing Countries were Pew (+42.8%), Brazil (+31.8%), cap Asian tech companies, helped in part by the demand for and Chile(+19,8%),all benefiting from higher oil and commod- mobility and connectivity. ity prices. Growth outperformed value in developed small Cap, propelled by optimism surrounding European growth. Conversely,value outpaced growth in emerging market small cap, supported by positive oil and commodity prices. 4 1 Callan Global Fixed Income U.S. Bonds: Low Volatility Drove Returns U.S.Treasury Yield Curves Yields rose modestly, particularly on +0.8% the short end of the U.S. Treasury 0 September 30,2017 •June x,2017 •September 30,2016 BB AGGREGATE yield curve. The 10-year Treasury 4% _ yield touched 2.00%during the quar- ter on geopolitical risks related to North Korea, but ended the 3% - - - ----------- quarter at 2.33%.Moderate growth and inflation kept long-term rates low and range bound. Volatility in fixed income markets 2e6 ____ (as well as equities) sat at near historic lows; the overall risk appetite remained strong.And in general, lower-rated credits 1% again outperformed investment grade. o% I � iil „ i , l � i � � i . . . I . . . . . . . The Bloomberg Barclays U.S. Aggregate Bond Index 0 s 10 16l 20 2s aIo was up 0.8% in the quarter. The Bloomberg Barclays U.S. Maturity(years) Corporate Bond Index rose 1.3%.High yield corporates fared Bounce:Bloomberg even better, with the Bloomberg Barclays U.S. Corporate High Yield Bond Index up 2.0%. TIPS rebounded from their underperformance in the previous quarter. Corporate credit spreads tightened on strong demand and robust corporate earnings. Financials and Utilities were the The Bloomberg Barclays U.S.TIPS Index rose 0.9%and the leading sectors during the quarter. High yield credit continued 10-year breakeven spread (the difference between nominal to perform well,aided by the hunt for yield.The upward trend in and real yields)rose to 1,84%as of quarter-end from 1,73%at earnings along with corporate discipline has led to the highest the end of the second quarter. rating agency upgrade-downgrade ratio since 2013. U.S.Fixed Income:Quarterly Returns U.S.Fixed Income:One-Year Returns Bloomberg Brulays Gov/CretlX 1-3 Yr ■0.3% Bloomberg Barclays GovlCretllt 1-3 Yr , 0]% Bloomberg Ban hays Inerna Gov/CredM1 _0.6% Blwmbmg Bardaya Inlerm Gov/CretlX 103% Bloomberg Berdaya Aggregate _0.0% Bloomberg Barclays Aggregab 10.1% Bloomberg Barclays Long GovlCa l - 1.9% -0.8%1 Bloomberg Brady,Long G./Gred9 Blwmberg Barclays UnWilia l -1.0% Bloomberg Burns,Univemal . 1.0% CS Leverage0 Loan. - 1.1% CS Lseria etl Loans - 6A% Bloomberg Bardaya Corp.High Yield 2.0% Bloomberg Barclays Ca,High Yield Bloomberg Barclays U5 TIPS - 0.9% 41.796 1 Bloomberg Sense,US TIPS Sources:Bloomberg Barclays,Credit Suisse Sources:Bloomberg Bamlay4 credit Suisse Knowledge.Experience.Integrity. 1 5 The municipal bond market also performed well;the Bloomberg with Brazil (+it%) being the best performer and Argentina's Barclays Municipal Bond lndexreturned 1.1%for the quarter first-ever local bonds(-4%)being the worst on worries over the and the shorter duration 1-10 Year Blend Index was up 0.7%. success of reforms. Global Bonds: Many Reasons to Cheer Rates were also steady overseas, Change In 10-Year Global Government Bond Yields +2e5% though dollar weakness boosted 2Q17to3Q17 Be GBL AGO rx US returns. The Bloomberg Barclays Global Aggregate Index returned U.S.Tralaur, ■ 3bps +1.8% (unhedged) versus +0.8% for the hedged version. -1 bw Germany Emerging market debt posted solid returns. The JPM EMBI U.K. — 11 bps Global Diversified Index($denominated)was up 2.6%.Gains Canada 36bps were broad-based with only beleaguered Venezuela (-11%) sbps0 Japan down. The local currency JPM GBI-EM Global Diversified Index increased +3.6%. Returns were mixed for this index, Source:Bloornbem Global Fixed Income: Quarterly Returns Global Fixed Income:One-Year Returns Bloombey Barclays Global Aggregate — 1.9% .1.3%■ Bbomberg Barclays Global Aggregate Bloomberg Bamlays Global Agg(hdg) -g.6% -0.2%I Bloomberg Bamlaya Global Ago rodw Bloomberg Bardaya Global Hlgh Yleld — 2.9% Bloomberg Sarclaya Global Hlgh y d 9.3% Bloombeg Barclays Global Agg ex US 2.5% -2A%= BWontery Sand.,Global A,ex US JPM EMBI Global Doyers6lad — 2.6% JPM EMBI Global Dlvxafflad — 6.6% JPM GBI-EM Global Di..ifled 3.6% JPM GBI-EM Global Di.oafflad 7.3% JPM EMBI GI DW JPM GBI-EM GI Div — 3.1% JPM EMBI GI Dlv NPM GBI-EM GI DN 6.0% JPM CEMBI —2.2% JPMCEMBI 5.9% Sources:Bloombery Barclay;JP Morgan Soumea:Bloomberg Bamlaya,JP Wr,an 6 1 Callan Active Management Overview Market Overview Active Management vs Index Returns Market Overview The charts below illustrate the range of returns across managers in Callan's Separate Account database over the most recent one quarter and one year time periods. The database is broken down by asset class to illustrate the difference in returns across those asset classes.An appropriate index is also shown for each asset class for comparison purposes.As an example, the 0rsl bar in the upper chart illustrates the range of returns for domestic equity managers over the last quarter. The triangle represents the S&P 500 return. The number next to the triangle represents the ranking of the S&P 500 in the Large Cap Equity manager database. Range of Separate Account Manager Returns by Asset Class One Quarter Ended September 30,2017 10% 9% 8% ]% 8% 4 K 4% (58) 3% fi5) 2% 8) 1% [l9)® El 0% Large Cap Small Cep Non-US Domestic Non-US Real EquXy Equity Equity Fixed Income Fixed Income Estate ve see No Russell 2000 MSCIEAFE Blmbg Aggr Bd Citi Non-USGoA NCREIF Index 10ih Percentile 6.35 i 58 9.33 1.16 3.24 2.90 25M Percentile 569 646 726 1,03 262 2,53 Median 471 543 605 0,92 261 1,69 )5M Percentile 3.99 448 5.24 0.86 2.44 1.21 90iX Percentile 3.19 3.18 6.40 0]6 2.12 076 Index • 448 567 540 0,85 2.57 1.75 Range of Separate Account Manager Returns by Asset Class One Year Ended September 30,2017 30% 25% 20% (80) (50)EI (64)�71 c 15% K 5% (57) 0% (5%) 95) (10%) Large Cep Small Cap NomUS Domestic Non-US Real EquXy Equity Equity Fixed Income Fixed Income Estate Upw Russell 2000 MBGI EAFE Blmbg Aggr Bd Giti Non USGoA NCREIF Index 10M Percentile 26.02 25.53 26.62 1.60 6.]8 13.6] 25iX Percentile 2 .89 23.15 22.68 1.00 344 10.56 Median 19.62 20.74 20.37 0.64 in 94) ].]6 75th Percentile 1]48 11)5 1].60 om (2.14) 5.23 901h Percentile 15.62 15.53 16.05 0.08 (2.]2) 511) Callan • 18.61 20.74 19.10 0.07 (3.14) 8.94 Canal l Orange County sanitation District g Domestic Fixed Income Active Management Overview Interest rates were range-bound during the third quarter.The yield on the 10-year U.S.Treasury closed the quarter at 2.33%, two basis points higher than at the end of the second quarter. The yield curve continued its flattening trend and the 2-year Treasury yield ended the quarter at 1.47%, its highest level since August 2008. The Bloomberg Barclays Aggregate U.S. Bond Index posted a +0.8% result with corporate bonds outperforming other investment grade sectors.TIPS regained some of their underperformance from the previous quarter. The Bloomberg Barclays U.S. TIPS Index rose 0.9% and the 10-year breakeven spread(the difference between nominal and real yields)rose to 1.84%as of quarter-end from 1.73%at the end of the second quarter. Separate Account Style Group Median Returns for Quarter Ended September 30,2017 Blmbg Aggregate: 0.85% 3.0% Blmbg High Yield: 1.98% Blmbg Long GWCred 1,53% 2.5% ________________________________ 2.08 2.0% --- us c 58 ______________________ N 1.16 1.13 1.0% --------------�t- 0.70 0.5% ____- 0.0% Derensive IMermed Core Cora Plus Emended Bank High Yield Bond Maturity Loans Separate Account Style Group Median Returns for One Year Ended September 30,2017 Bimbg Aggregate'. 0.07% 12% Blmbg High Yield: 8.88% Blmbg Long Gici (079%) 10% 8.82 8% ________________________________ w6% ________________________________ E s.ze d 2% -------------------186— ---1.03 -- -- e5a O6a 0% (0 33) (2%) Defensive Intioni care Core Plus Emended Bank High Yleltl /'�,, 1,, Band Maturity Loans Callan chase county Sanitation Dis ict to Asset Allocation Investment Manager Asset Allocation The table below contrasts the distribution of assets across the Fund's investment managers as of September 30, 2017,with the distribution as of June 30,2017. The change in asset distribution is broken down into the dollar change due to Net New Investment and the dollar change due to Investment Return. Asset Distribution Across Investment Managers September 30,2017 June 30,2017 Market Value Weight Net New Inv. Inv.Return Market Value Weight Domestic Fixed Income Long Term Operating Fund' 333,230,276 87,07% 0 1.233.970 331.996,306 72,74% Liquid ODeratina Monies' 49,183,530 12.93% (75,200,000) 242,051 124,441,479 27.26% Total Fund $382,713,807 100.0% 8(75,200,000) $1A76,022 $456,437,785 100.0% 'Chandler replaced PIMCO during,the 4th quarter of 2014.Assets were transferred In+lnd as of 12I01I2014. Callan Orange County Sandation DiaNct 12 Investment Manager Returns The table below details the rates of return for the Fund's investment managers over various time periods ended September 30, 2017. Negative returns are shown in red, positive returns in black. Returns for one year or greater are annualized. The first set of returns for each asset class represents the composite returns for all the fund's accounts for that asset class. Returns for Periods Ended September 30,2017 Last Last Last Last Last 3 5 7 Quarter Year Years Years Years Domestic Fixed Income Long Term Operating Fund^ 0.37% 0.57% 1.45% 0.86% 1.53% Chandler 0.37% 0.57% - - - BlmbgGovt/Cred1-5 Year ldx 0.43% 0.51% 1.51% 1.20% 1.51% ML 1-5 Govt/Corp 0.44% 0.53% 1.54% 1.26% 1.58% Liquid Operating Monies^ 0.26% 0.73% 0.43% 0.31% 0.28% Chandler 0.26% 0.73% - - - Citigroup 3-Month Treasury Bill 0.26% 0.64% 0.29% 0.19% 0,16% Total Fund 0.29% 0.42% 1.19% 0.71% 1.30% Target* 0.40% 0.55% 1.29% 1.05% 1,29% Current Quarter Target=80.0%MIL US Corp/Gov:1-5Y and 20.0%Citi 3 Mo T-Bill. Callan were transferred in kind to Chandler on 12/112014.Previous performance reflects PIMCO. Callan Omr,e County Sandarinn Distnd 19 Investment Manager Returns The table below details the rates of return for the Fund's investment managers over various time periods ended September 30, 2017. Negative returns are shown in red, positive returns in black. Returns for one year or greater are annualized. The first set of returns for each asset class represents the composite returns for all the fund's accounts for that asset class. Returns for Periods Ended September 30,2017 Last Last Last 10 15 22 Years Years Years Domestic Fixed Income Long Term Operating Fund^ 2.94% 3.16% 4.38% Blmbg Govt/Cred 1-5 Year Idz 2.75% 2.96% 4.20% ML 1-5 Govt/Corp 2.77% 2.97% 4.23% Liquid Operating Monies^ 0.64% 1.43% 2.63% Citigroup 3-Month Treasury Bill 0.42% 1.21% 2.31% Total Fund 2.48% 2.83% 4.10% Target` 2.30% 2.62% 3.85% Current Quarter Target=80.0%MIL US Corp/Gov:1-5Y and 20.0%Citi 3 Mo T-Bill. Callan were transferred in kind to Chandler on 12/112014.Previous performance reflects PIMCO. Callan Omrr County Sandarinn DisNtl 14 Investment Manager Returns The table below details the rates of return for the Fund's investment managers over various time periods. Negative returns are shown in red, positive returns in black. Returns for one year or greater are annualized. The first set of returns for each asset class represents the composite returns for all the fund's accounts for that asset class. 12/2016- 9/2017 2016 2015 2014 2013 Domestic Fixed Income Long Term Operating Fund^ 1.38% 1.58% 0.85% 1.98% (1.77%) Chandler 1.38% 1,58% 0.85% - - Blmbg Govl/Cred 1-5 Year Idx 1.58% 1.56% 0.97% 1.42% 0.28% ML 1-5 Govt/Com 1.56% 1.62% 1.05% 1.51% 0.32% Liquid Operating Monies^ 0.61% 0.47% 0.22% 0.09% 0.13% Chandler 0.61% 0.47% 0.22% - Citiarouo 3-Month Treasury Bill 0.56% 0.27% 0.03% 0.03% 0.05% Total Fund 1.13% 1.15% 0.80% 1.73% (1.49%) Target* 1.36% 1.35% 0.85% 1.21% 0.26% *Current Quarter Target=80.0%ML US Corp/Gov:1-5Y and 20.0%Citi 3 Mo T-Bill. ^Assets were transferred in kind to Chandler on 12/112014.Previous performance reflects PIMCO. Callan 0mr,,e County SantlerinnDist c ,s Investment Manager Returns The table below details the rates of return for the Fund's investment managers over various time periods. Negative returns are shown in red, positive returns in black. Returns for one year or greater are annualized. The first set of returns for each asset class represents the composite returns for all the fund's accounts for that asset class. 2012 2011 2010 2009 2008 Domestic Fixed Income Long Term Operating Fund^ 3.06% 4.59% 4.42% 5.52% 5.37% Blmbg Govt/Cred 1-5 Year Idx 2.24% 3.14% 4.08% 4.62% 5,12% ML1-5 Govt/Corp 2.47% 3.10% 4.17% 4.88% 4.65% Liquid Operating Monies- 0.17% 0,24% 0.25% 0,58% 2,40% Ciligroup 3-Month Treasury Bill 0.07% 0.08% 0.13% 0.16% 1.80% Total Fund 2.70% 3.70% 3.68% 4.65% 4.61% Target` 1.99% 2.49% 3.36% 3.93% 4.08% Current Quarter Target=80.0%MIL US Corp/Govl 1-5Y and 20.0%Citi 3 Mo T-Bill. ^Assets were transferred in kind to Chandler on 12/112014.Previous performance reflects PIMCO. Callan 0mr,,e County santle,InnmisNtl ,a Asset Class Risk and Return The charts below show the seven year annualized risk and return for each asset class component of the Total Fund.The first graph contrasts these values with those of the appropriate index for each asset class.The second chart contrasts them with the risk and return of the median portfolio in each of the appropriate CAI comparative databases. In each case, the crosshairs on the chart represent the return and risk of the Total Fund. Seven Year Annualized Risk vs Return Asset Classes vs Benchmark Indices 1.4% 1.2% 1.0% N K 0.8% 0.6% 0.4% 0.2% _ �CiW�YLIt 0.0% 0.0% 05% 1.0% 1.5% Standard Deviation Seven Year Annualized Risk vs Return Asset Classes vs Asset Class Median 16% 1 6% 1.2% 1.0% 0.8% N K 0.6% 04% 0.2% 0.0% 0.0% 05% 1.0% 1.5% Standard Deviation Callan Omrr County 8anda1lnn DIsfti „ Manager Analysis Chandler-Long Term Operating Fund Period Ended September 30, 2017 Investment Philosophy Chandler Asset Management's Short Term Bond strategy is driven by quantitative models and focuses on active duration management,sector selection and term structure.The strategy seeks to achieve Consistent above-benchmark returns with low volatility relative to the style's performance benchmark. The firm has a unique focus on high quality fixed income management, and places risk control as a higher objective than return. Assets were transferred in kind to Chandler on 12/l/2014.Previous performance reflects PIMCO. Quarterly Summary and Highlights Quarterly Asset Growth • Long Term Operating Fund's portfolio posted a 0.37%return Beginning Market Value $331,996,306 for the quarter placing it in the 73 percentile of the Callan Net New Investment $0 Defensive Fixed Income group for the quarter and in the 82 Investment Gains/(Losses) $1.233,970 percentile for the last year. • Long Term Operating Fund's portfolio underperformed the Ending Market Value $333,230,276 ML US Corp/Govt 1-5Y by 0.07% for the quarter and outperformed the ML US Corp/Govt 1-5Y for the year by 0.04%. Performance vs Callan Defensive Fixed Income(Gross) (( 7 4.6% 26) ) 4.0% 3.s% 3.0% 291®6(3 ) 2.5%- 2.0% ( y 1 II�� (( 1 1.6% 42)�A(5 pgl®A14 21�614 351♦ 0 ) A18 ) 0.- - 40 A(7 3) A(0 ) So% LastO Last al 1 Chandler Lost 3 Ym Lied 5Yrs Last 7Ym LaN10Yrs Last20.5Yrs Yr Inception 101h Pemantila 0.80 199 2.13 2,06 1.81 2.22 3.36 4.49 25m Peman111e 052 135 1,75 1,67 148 1.85 259 425 Median 041 103 1,38 1,33 1,15 1.40 245 398 751h Percentile 0.36 073 1.13 1.12 0.94 1.13 2.11 3.78 With Percentile 0.29 0At 1.00 1.02 0.86 100 1.94 3.65 Long Term Operating Fund •A 0.37 0.57 1.38 1.45 ow 1.53 2.94 4.38 Undue G.Wcred 1-5 Year to. 06 043 051 1,50 1,51 120 1.51 2.75 420 ML US ComlGon l-S( • 044 0.53 I'M 1.54 1.28 1.58 2.77 4.23 Callan Defensive Fixed Income(Gross) Relative Return vs ML US Corp/Govt 1-SY Annualized Seven Year Risk vs Return 2.0% 30% 15% __ _______ __ __ 2.5% 0% E OC 05% - E 2.0% 0 0.0% 1.5% t o% (1.5%) 11 0.5% 10 2011 2012 2013 2014 2015 2016 2017 0.2 0.4 us us 10 12 1.4 1.8 1.8 Standard Deviation Long Term Operating Fund Callan Orange County sanitation cornet 19 Long Term Operating Fund Return Analysis Summary Return Analysis The graphs below analyze the manager's return on both a risk-adjusted and unadjusted basis.The first chart illustrates the manager's ranking over different periods versus the appropriate style group.The second chart shows the historical quarterly and cumulative manager returns versus the appropriate market benchmark. The last chart illustrates the manager's ranking relative to their style using various risk-adjusted return measures. Assets were transferred in kind to Chandler on 12M/2014. Previous performance reflects PIMCO. Performance vs Callan Defensive Fixed Income(Gross) 20% 15% 10% AA( 5 ( fi% 8 A B A 176iaA 1 4"AB 1 17�8( 012 Bl 0% A ) (S%) (10%) 12116.9/b M16 2015 2014 2013 2D12 2011 2010 2009 2003 loth Percentile 2.15 2.82 1.17 1.50 1.20 4.46 2.72 4.71 13.74 6.63 25th Pemen0le 1.68 2.17 1.01 1.27 0.81 2.60 2.30 4.01 8.60 5.64 Median 1.33 1.56 091 1.11 0.65 181 185 3.18 5.95 3.88 75th Pememile 113 1.18 e75 087 040 145 185 272 2.53 (0.1]j 90h Percentile 0.94 1.03 0.64 073 0.29 0.92 1." 2.41 182 (3.46 Long Tenn Op ng Fend *A 1,38 1.58 085 1,98 (1,77) 3.06 4.59 442 5.52 5.37 elm Gowcred -5 Year ldx eB 1.58 1.56 0.97 142 0.28 2.24 3.14 4.08 4.62 5.12 ML US Com/Gevt 15Y ♦ 1.56 1.62 1.05 151 0.32 2.47 3.10 4.17 4.88 4.65 Cumulative and Quarterly Relative Return vs ML US Corp/Govt 1-SY 6% 4% 2% --- --- -- -- - --- -- -- -- -__ of 0% N (4%) --- - --- --- --- (6%) (8%) 07 2000 2009 2010 Mill 2012 2013 M14 2015 2016 2017 Long Term Opemtlng Fund 0 Blmbg Ge VCre l 15 Year Idx 0 Cellan Defensive Fix Inc Risk Adjusted Return Measures vs ML US Corp/Govt 1-SY Rankings Against Callan Defensive Fixed Income(Gross) Seven Years Ended September 30,2017 38 2.5 2.0 1.5 6(80) 1.0 A 97 0.5 0.0 A 1994 5 (1.0) (1.5) Alpha Sharpe Excess Return Ret10 Ratio 10h Percentlle 1.18 2.16 0.75 25th Percentile 0.78 1.81 0.335 Median 0.40 1.60 0.21 75th Percentile 0.23 1.35 0.73 gg 00h Percentile 0.02)) 1.10 1.00)) Lon Fund 0.84 /'�,,Blmbg GovVCree1-5Yearldx �B ROB 11.08 10.88) Callan Oraroe County Sanitation District 20 Long Term Operating Fund Bond Characteristics Analysis Summary Portfolio Characteristics This graph compares the managers portfolio characteristics with the range of characteristics for the portfolios which make up the manager's style group. This analysis illustrates whether the manager's Current holdings are Consistent with other managers employing the same style. Fixed Income Portfolio Characteristics Rankings Against Callan Defensive Fixed Income as of September 30,2017 35 3.0 2.5 ill,(5) (14) 2.0 1.0 0.5 0.0 (0.5) Average EReceve Coupon CA Duration "to Yield Rate Convexity 101b Pemen1le 2.05 3.00 2.31 2.89 0.06 250M1 PercenNe 1.92 2.28 2.02 2 A6 0 05 Median 1.78 2.03 1.83 2.14 o.09 75tM1 Percentile 1.]0 1.88 170 1.89 001 901M1 Pemen0le 1.17 1.0] 1.56 1.52 (0A Long Term Operating Fund • 2.M 2.53 1.73 1.81 - 91mhg Gov/Cred 1-5 Yr ♦ 2.75 2.88 1.82 2.22 pre Sector Allocation and Quality Ratings The first graph compares the managers sector allocation with the average allocation across all the members of the manager's style.The second graph compares the manager's weighted average quality rating with the range of quality ratings for the style. Sector Allocation Quality Ratings September 30,2017 vs Callan Defensive Fixed Income Tray US Trey �4to ___ AAA RMBS F-21 -------- Aq+ Gom(1.11aaA) � (22)♦ AA Other 0(53) ASS Tax-Exempt US Muni Aa coon a7 A CMC. A- Weighted Average Quality Rating CMBS tom Percentile AAA 25M Percentile AA Gov Related Median AA ]lain Percentile AA, 901M1Percentile A o% 10% 20% 30% 60% 50% 60% ]o% Bo% Long Term Operating FuM Callan Defensive Fixatl Income Long Term Opereting Fund 0 AA Callan Blmbg Gw/Cmd 1-5 Yr Blml,g GavlCmc 1-5 Yr ♦ AA* Callan Orange County Sanitation DisNct 21 Long Term Operating Fund Portfolio Characteristics Summary As of September 30, 2017 Portfolio Structure Comparison The charts below compare the structure of the portfolio to that of the index from the three perspectives that have the greatest influence on return. The first chart compares the two portfolios across sectors. The second chart compares the duration distribution.The last chart compares the distribution across quality ratings. Sector Allocation US Troy US Trey 32% 61% ABS CI% % MB Tar-Exempt US Muni 1% 10% R 25% 10% Gash 1% 40'. 12% v Related Cory Qnc%l WA) CMOs Corp lP)%144A) 24% % Long Term Operating Fund Blmbg Govt/Credit 1.5 Year Weighted Average: Duration Duration Distribution ■ Long Term opameng Fund: 2.44 70% ■ Blmbg GoWC%dit 1-5 Year 2.76 0 60% ---_______5SL ------ ------ ______ ______ 0 ______ ______ d 40% -- 40.5 —————%? —98.2 —————— —————— —————— O d 1 % ______ ______ ______ 0% 0.0 3.] <1 1-3 35 5-0 7-10 NO Years Duration WelgMed Average: Gualdy Duality Distribution Long Term Oyemting Fund M 100% ■ Blmbg GOWCmdit l-5 Year: AAr p 80% ______ ___ ___ __ ___ ___ 68.8 r0s ___ __ ___ ___ L 60% _ L ___ ___ __ ___ ___ ______o Q. ].5 7.5 3.2 o% APA M A BBB Be B CCC CC C 0 NIR Quality Rating CallanGrange county Sendation Distnd Chandler-Liquid Operating Money Period Ended September 30, 2017 Investment Philosophy Assets were transferred in kind to Chandler on 12/1/2014. Previous performance reflects PIMCO. Quarterly Summary and Highlights Quarterly Asset Growth • Liquid Operating Money Net's portfolio posted a 0,22% Beginning Market Value $124.441,479 return for the quarter placing it in the 32 percentile of the Net New Investment $-75,200,000 Callan Money Market Funds group for the quarter and in the 33 percentile for the last year. Investment Gains/(Losses) $242,051 • Liquid Operating Money Nefs portfolio underperformed the Ending Market Value $49,483,530 Citigroup 3-Month Treasury Bill by 0.03%for the quarter and underperformed the Citigroup 3-Month Treasury Bill for the year by 0.06%. Performance vs Callan Money Market Funds(Net) 2.5% 0 06 3]) 2.0% 1.5% 1.0% 0.5% 26)H(33 45)® 22)®132 24)®(24 24)�(25 21) (26® (26 18) (23 0.0% Last Otr Last Chandler Last 3 Ym Last 5Yrs Last 7Yrs LastlOYrs Last20.5Yrs Yr Inception 10T Percentile 031 101 0a 0.50 0.33 026 065 257 25M Percentile 0.24 06 0.31 0.20 0.17 0.12 0.49 230 Median 0.19 0A5 0.18 0.17 0.10 0.07 0.39 222 75M Peroentlle 0.11 020 0.08 0,07 0.05 0.03 0.31 2.10 90T Perwntile 005 008 0,03 0,03 0.02 ou 025 195 Liquid Operating Mona,Net • 022 058 0.32 0,28 0.16 0.13 048 2A8 Ciligmup 3-Month Treasury Bill ♦ 0.26 054 0.31 0.29 0.19 0.16 O.42 2.31 Relative Returns vs Callan Money Market Funds(Net) Citigroup 3-Month Treasury Bill Annualized Seven Year Risk vs Return 0.10% 2 5% 608% __ _______ __ __ 20% 0 O6% E s% = ON% f y 0.02% 1.0% � 0.00% 0.5% 0.0% (0.04%) . •.. . (0.06%) (0.5%) 10 2011 2012 2013 2014 2015 2016 2017 (0.5) OA 05 10 15 20 25 /'� ■Lpuid operating Money Net Standard Deviation Callan cranes County Sanitation Oistdct 21 Liquid Operating Money Net Return Analysis Summary Return Analysis The graphs below analyze the manager's return on both a risk-adjusted and unadjusted basis.The first chart illustrates the manager's ranking over different periods versus the appropriate style group.The second chart shows the historical quarterly and cumulative manager returns versus the appropriate market benchmark. The last chart illustrates the manager's ranking relative to their style using various risk-adjusted return measures. Assets were transferred in kind to Chandler on 12M/2014. Previous performance reflects PIMCO. Performance vs Callan Money Market Funds(Net) 3.5% 30% 2.6% 2.0% 1.5% 61 1.0% 0.5% 26®35 26 22 02 14 0.0% (0.5%) 121ifi-9/17 M16 2015 2014 2013 2012 2011 2010 2009 2008 101h PercenMe 0.89 071 ell 00] 0.08 0.18 008 0.15 0.52 2.]] 25th PecenOle 0.57 028 003 002 0.02 003 002 005 0.28 2.46 Median 0.41 0.10 0.01 001 0.01 0.01 0.01 0.01 0.12 2.03 75th Pecendle 0.18 0.01 0.00 O rl 0.00 0.01 0.00 0.01 0.03 1.46 Mh PercenMe 0.07 000 000 000 0.00 000 000 000 gel 1.08 Liquid Operating Money Net 01 0.49 0.32 0.07 (Orin (0.02) 0.02 0.09 0.10 OA3 2.25 Citigroup 3-Mordh Treasury Bill ♦ 0.56 0.27 0.03 003 0.05 0.07 0.08 0.13 0.16 1.80 Cumulative and Quarterly Relative Return vs Citigroup 3-Month Treasury Bill 1.2% 10% 0.8% - --- -------- --- --- --- --- --- --- of y 06% .� 0.2% --- --- -------- - - -- Y 0.0% (0.2%) 0.4%) 07 2008 2009 2010 2011 2012 2013 2016 2015 2016 2017 10 Liquid Opened,Money Net 0Callan Monay MaAat Funds Risk Adjusted Return Measures vs Citigroup 3-Month Treasury BIII Rankings Against Callan Money Market Funds(Net) Seven Years Ended September 30,2017 4 2 g s) 4) (e) M (10) Adpha SM1 rye Excess ReturnRat. Ratio 1 Orb Peroardle 0.10 036 108 25th Percentile (0.03) 'O.S6) 0.99 Median (0.07) 1.38 1.55 75th Perraniae (nil) 1336) 181 901h Percentile (0.12) (70]) 236 /'� Liquid Operating Money Net • M N) (0A7) (0.67) CallanOrange County 6andation District 24 Callan Research/Education CALLAN Callan INSTITUTE 3rd Quarter 2017 Education Research and Educational Programs The Callan Institute provides both research to update clients on the latest industry trends and carefully structured educational programs to enhance the knowledge of industry professionals.Visit wwmcallan.coMlibrary to see all of our publications,and www.callan.com/blog to view our blog"Perspectives,"For more information contact Anna West at 415.974.5060/institute@callan.mm. New Research from Callan's Experts The Pdvate Debt Pie: Do You Want a The Triple Play: Adding Timberland, Farmland, and Sllee? Do You Need One? I As institution- Infrastructure to Portfolios I Timberland, farmland, and infrs- -___ al investors consider the merits and risks of structure offer diversifcation,stable income,and inflation protec- constructing private debt allocations in their tion for institutional investor portfolios. Callan believes a combi- pomolios, Callan's Jay Kloepfer, the director nation of these three real assets offers distinct advantages. ----- of Capital Markets Research:and Jay Nayak, a consultant in our Private Equity Research Reaching for Higher Ground:The Evolution of TDFs I Target group, prepared a set of answers to some key questions about date funds(TDFs)are an improvement over former common de. private debt. faults, but they need to evolve. The solutions include using un- correlated asset classes, in-plan annuities, 'dynamic" qualified Callan 2017 Nuclear Decommissioning Funding Study I This default investment alternatives,or guaranteed income products, study,done annually,offers key insights into the status of nuclear decommissioning funding in the U.S.The 2017 study covers 54 Periodicals utilities with an ownership interest in the 99 operating nuclear Private Markets Trends, Summer 2017 1 Gary Robertson dis- reactors and 11 of the non-operating reactors in the U.S.It found cusses the surge of money into the private markets as high prices that the health of nuclear decommissioning funding has remained persist. fairly stable,hovering near 70%over the past decade. Hedge Fund Monitor,3rd Quarter 2017 1 Jim McKee discusses ■® Callan 2017 Private Equity Survey four major secular trends that are on a predictable course to in. Callan conducted a survey of institu- cre,singly weigh on markets over the longer lens:demographics, policy, ____ tional private equity investors. We fo- fiscal p cy,monetary policy,and market valuations. cused on deployment models, patterns -— of investment and commitment activities Market Pulse Flipli 2nd Quarter 2017 1 A quarterly market over time,governance and oversight,staffing and resources,and reference guide covering investment and fund sponsor trends in responsibilities for program administration functions.Our Survey the U.S. economy, U.S. and non-U.S. equities and fixed income, included 69 institutional investors with private equity programs alternatives,and defined contribution plans. totaling$103.3 billion.Our Survey found that an army of adminis- tration issues affect how institutional private equity portfolios are Capital Market Review, 2nd Quarter 2017 1 A quarterly news- constructed, monitored, and managed. We found these factors letter providing insights on the economy and recent performance led to less than ideal choices for implementing the programs, in equity,fixed income,alternatives,international, real estate,and often including sub-optimal use of the discretionary consultant/ other capital markets. fund-of-funds model for certain private equity programs. Monthly Periodic Table of Investment Returns I This update reflects the latest results for major 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 des and speakers presentations are available on our websile: College;provides a foundation of knowledge for industry profes- www.callan.com/library/ sionals who are involved in the investment decision-making pro. Mark your calendars for our upcoming Regional Workshops, cess.It was founded in 1994 to provide clients and non-clients alike October 24 in New York and October 26 in Chicago,where we'll with basic-to intermediate-level instruction.Our next sessions are: rover highlights from our soon-to-be published Investment Man- Introduction to Investments agement Fee Survey and other aspects of fees. San Francisco,April 10-11,2018 Callan's National Conference will be held January 29-31,2018,at San Francisco,July 24-25, 2018 Me Palace Hotel in San Francisco. Chicago, October 2-3,2018 This program familiarizes fund sponsor trustees, staff, and asset For more information about events, please contact Barb management advisers with basic investment theory,terminology, Gerraty:415.274.30931 gerraty@callan.com and practices. It lasts one-and-a-half days and is designed for in- dividuals who have less than two years of experience 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 www.callan.com/events/callan-college-intro or contact Kathleen Cu nnie:415.274.30291 can nie@callan.com Education: By the Numbers 525 Attendees(on average)of the 50+ Unique pieces of research the Institutes annual National Conference Institute generates each year 3 500 Total attendees of the'Callan 1980 Year the Callan Institute College since 1994 was founded "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." t Ron Peyton,Executive Chairman Callan V @CallanLLC ID Callan 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). 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. Rising and Declining Periods refer to the sub-asset class cycles vis-a-vis the broader asset class. This is determined by evaluating the cumulative relative sub-asset class index performance to that of the broader asset class index. For example, to determine the Growth Style cycle, the S&P 500 Growth Index (sub-asset class) performance is compared to that of the S&P 500 Index(broader asset class). Sharpe Ratio is a commonly used measure of risk-adjusted return. It is calculated by subtracting the "risk-tree" 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)disk and residual(diversifiable or unsystematic) risk. The purpose of portfolio diversifcation is to reduce the residual risk of the portfolio. Callan 29 Risk/Reward Statistics Tracking Error is a statistical measure of a portfolio's risk relative to an index. It reflects the standard deviation of a portfolio's individual quarterly or monthly returns from the index's returns. Typically,the lower the Tracking Error, the more "Index-like"the portfolio. Traynor Ratio represents the portfolio's average excess return over a specified period divided by the beta relative to its benchmark over that same period. This measure reflects the reward over the risk-free rate relative to the systematic risk assumed. Note:Alpha,Total Risk,and Residual Risk are annualized. Callan 30 Fixed Income Portfolio Characteristics All Portfolio Characteristics are derived by first calculating the characteristics for each security, and then calculating the market value weighted average of these values for the portfolio. Allocation by Sector- Sector allocation is one of the tools which managers often use to add value without impacting the duration of the portfolio. The sector weights exhibit can be used to contrast a portfolio's weights with those of the index to identity any significant sector bets. Average Coupon-The average coupon is the market value weighted average coupon of all securities in the portfolio. The total portfolio coupon payments per year are divided by the total portfolio par value. Average Moody's Rating for Total Portfolio- A measure of the credit quality as determined by the individual security ratings. The ratings for each security, from Moody's Investor Service, are compiled into a composite rating for the whole portfolio. Quality symbols range from Aaa+ (highest investment quality-lowest credit risk)to C (lowest investment quality- highest credit risk). Average Option Adjusted(Effective)Convexity-Convexity is a measure of the portfolio's exposure to interest rate risk. It is a measure of how much the duration of the portfolio will change given a change in interest rates. Generally,securities with negative convexities are considered to be risky in that changes in interest rates will result in disadvantageous changes in duration. When a security's duration changes it indicates that the stream of expected future cash-flows has changed, generally having a significant impact on the value of the security. The option adjusted convexity for each security in the portfolio is calculated using models developed by Lehman Brothers and Salomon Brothers which determine the expected stream of cash-flows for the security based on various interest rate scenarios. Expected cash-flows take into account any put or call options embedded in the security, any expected sinking-fund paydowns or any expected mortgage principal prepayments. Average Option Adjusted(Effective)Duration- Duration is one measure of the portfolio's exposure to interest rate risk. Generally, the higher a portfolio's duration, the more that its value will change in response to interest rate changes. The option adjusted duration for each security in the portfolio is calculated using models developed by Lehman Brothers and Salomon Brothers which determine the expected stream of cash-flows for the security based on various interest rate scenarios. Expected cash-flows take into account any put or call options embedded in the security, any expected sinking-fund paydowns or any expected mortgage principal prepayments. Average Price-The average price is equal to the portfolio market value divided by the number of securities in the portfolio. Portfolios with an average price above par will tend to generate more current income than those with an average price below par. Average Years to Expected Maturity- This is a measure of the market-value-weighted average of the years to expected maturity across all of the securities in the portfolio. Expected years to maturity takes into account any put or call options embedded in the security, any expected sinking-fund paydowns or any expected mortgage principal prepayments. Average Years to Stated Maturity- The average years to stated maturity is the market value weighted average time to stated maturity for all securities in the portfolio. This measure does not take into account imbedded options, sinking fund paydowns,or prepayments. Current Yield-The current yield is the current annual income generated by the total portfolio market value. It is equal to the total portfolio coupon payments per year divided by the current total portfolio market value. Callan 31 Fixed Income Portfolio Characteristics Duration Dispersion- Duration dispersion is the market-value weighted standard deviation of the portfolio's individual security durations around the total portfolio duration. The higher the dispersion, the more variable the security durations relative to the total portfolio duration ('barbellness"), and the smaller the dispersion, the more concentrated the holdings' durations around the overall portfolio's ('bulletnessi The purpose of this statistic is to gauge the 'bulletness' or 'barbellness'of a portfolio relative to its total duration and to that of its benchmark index. Effective Yield-The effective yield is the actual total annualized return that would be realized if all securities in the portfolio were held to their expected maturities. Effective yield is calculated as the internal rate of return, using the current market value and all expected future interest and principal cash flows. This measure incorporates sinking fund paydowns,expected mortgage principal prepayments,and the exercise of any"in-the-money"imbedded put or call options. Weighted Average Life-The weighted average life of a security is the weighted average time to payment of all remaining principal. It is calculated by multiplying each expected future principal payment amount by the time left to the payment. This amount is then divided by the total amount of principal remaining. Weighted average life is commonly used as a measure of the investment life for pass-through security types for comparison to non-pass-through securities. Callan 32 Disclosures Callan 1 Quarterly List as of September 30, 2017 List of Callan's Investment Manager Clients Confidential-For Callan Client Use Only Callan takes its fiduciary and disclosure responsibilities to clients very seriously.We recognize that there are numerous potential conflicts of interest encountered in the investment consulting industry and Mat it is our responsibility to manage those confide 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 ony3oing basis. The list below is an important component of our conflicts management and disclosure process. It identities those investment managers Mat pay Callan fees for educational,consulting,software,database or reporting products and services. We update the list quarterly because we believe that our fund sponsor clients should know the investment managers that do business with Callan,particulady Mesa investment manager clients that Me fund sponsor clients may be using or considering using.Callan is committed to ensuring that we do not consider an investment managers business relationship with Callan,or lack thereof,in performing evaluations for or making suggestions or recommendations M its other clients. Please refer to Callan's ADV Part 2A for a more detailed description of the services and products Mat Callan makes available to investment manager clients through our Institutional Consulting Group,Independent Adviser Group and Fund Sponsor Consulting Group. Due to the complex corporate and organizational ownership structures of many investment management firms,parent and affiliate firm relationships are not Indicated on our list. Fund sponsor clients may request a copy of Me most currently available list at any time.Fund sponsor clients may also request specific information regarding the fees paid to Callan by particular fund manager clients. Per company policy,information requests regarding fees are handled exclusively by Callan's Compliance Department, Manager Name Manager Name 1607 Capital Partners,LLC Brigade Capital Management,LP Aberdeen Asset Management PLC Brown Brothers Hammon&Company Acadian Asset Management LLC Camber Investors,LLC AEGON USA Investment Management Capital Group AEW Capital Management CastleArk Management,LLC Affiliated Managers Group,Inc. Causeway Capital Management Alcamo CBRE Global Investors AllianceBemstein Chartwell Investment Partners Allianz Global Investors ClearBndge Investments,LLC Allianz Life Insurance Company of North America Cohen&Steers Capital Management,Inc. American Century Investments Columbia Management Investment Advisers,LLC AMP Capital Investors Limited Columbus Circle Investors Amundi Smith Breeden LLC Conning Asset Management Company Angelo,Gordon&Co. Corbin Capital Partners,L.P. Apollo Global Management Cornerstone Capital Management AOR Capital Management Cramer Rosenthal McGlynn,LLC Area Management LLC Credit Suisse Asset Management Adel Investments,LLC Cowl irm Investors,Inc. Aristotle Capital Management,LLC D.E.Shaw Investment Management,L.L.C. Arl Holdings Deplores,Race&Zollo,Inc. Atlanta Capital Management Co.,LLC Deutsche Asset Management Aviva Investors Americas Diamond Hill Capital Management,Inc. AXA Investment Managers Dimensional Fund Advisors LP gaffe Gifford Overseas Limited Doubleline Baird Advisors Duff It Phelps Investment Mgmt Co. Bank of America Eagle Asset Management,Inc. gaining.LLC EARNEST Partners,LLC Baron Capital Management,Inc. Eaton Vance Management Barrow,Hanley,Mewhinney&Strauss.LLC Epoch Investment Partners,Inc. Blackpool Fayez Sarotim&Company BMO Global Asset Management Federated Investors BNP Paribas Investment Partners Fidelity Institutional Asset Management BNV Mellon Asset Management Fiera Capital Corporation Boston Partners First Eagle Investment Management,LLC Brentles Investment Partnere.L.P. First Hawaiian Bank Wealth Management Division Brandywine Global Investment Management,LLC Fisher Investments Callan I Knowledge.Experience.Integrity. Page 1 of 2 Manager Name Manager Name Franklin Templeton Nikko Asset Management Co.,Ltd. Franklin Templeton Institutional Nortrom Tmst Asset Management Fred Alger Management,Inc. Nuveen Investments,Inc. Fuller&Thaler Asset Management,Inc. OFI Global Asset Management GAM(USA)Inc. Old Mutual Asset Management GMO O'Shaughnessy Asset Management,LLC Goldman Sachs Asset Management Pal Investment Management Company Goodwin Capital Advisers Parametric Portfolio Associates Guggenheim Investments Peregrine Capital Management,Inc. Guggenheim Partners Asset Management PGIM GW&K Investment Management PGIM Fixed Income Harbor Capital Group Trust PGIM Real Estate Hartford Funds PineBridge Investments Hartford Investment Management Co. Pioneer Investments Heitman LLC PNC Capital Advisors,LLC Henderson Global Investors RPM America Holland Capital Management Principal Global Investors Hotchkis&Wiley Capital Management,LLC Private Advisors,LLC HSBC Global Asset Management Rome.Investments,LLC Income Research t Management,Inc. OMA(Quantitative Management Associates) Insight Investment Management Limited RBC Global Asset Management INTECH Investment Management,LLC Regions Financial Corporation Invesco RidgeWorth Capital Management,Inc. Investec Asset Management Rockefeller&Co..Inc. Ivy Investments Roekpoint Group Janus Capital Management,LLC Rothschild Asset Management,Inc. Jarislowsky Fraser Global Investment Management Russell Investments Jensen Investment Management Santander Global Facilities Jobs Peak Advisors Schrader Investment Management North America Inc. Johnson Institutional Management Smith,Graham&Co.Investment Advisors,L P. J.P.Morgan Asset Management Smith Group Asset Management J.P.Morgan Chase&Company Standard Life Investments Limited Kayne Anderson Capital Advisors LP Standish KayCmp State Sheet Global Advisors Lazard Asset Management Stone Harbor Investment Partners,L.P. Legal&General Investment Management America T.Rowe Price Associates,Inc. Lincoln National Corporation Taplln,Canida&Habacht LM Capital Group,LLC Teachers Insurance&Annuity Association of America LMCG Investments,LLC The Boston Company Asset Management,LLC Longview Partners The Guardian Life Insurance Company of America Loomis,Styles&Company,L.P. The Hartford Lord Abbetl&Company The Cranston.Group Los Angeles Capital Management The London Company LSV Asset Management The TCW Group,Inc. MacKay Shields LLC Thompson,Siegel&Walmsley LLC Macquarie Investment Management Hormedy Delaware Thornburg Investment Management,Inc. Investments) Tri-Star Trust Bank Man Investments Inc. RIBS Asset Manag ement Manul'rfe Asset Management Van Eck Global McKinley Capital Management,LLC MPS Invest n ix Management Versus Capital Group MidFirst Bank Victory Capital Management Inc. Vo Mondrian Investment Partners Limited Asset Management,Inc. Montag&Caldwell,LLC Voye Financial Voya Investment Management(M1a ING) Morgan Stanley Investment Management WCM Investment Management � Mountain Lake Investment Management LLC WEDGE Capital Management MUFG Union Bank,N.A. Wellington Management Company,LLP Neuberger Berman Wells Capital Management Newton Investment Management He Newton Capital Mgmi Western Asset Management Company N-icch.,olas Investment Farmers Willem Blair&Company Callan I Knowledge.Experience.Integrity. Page 2 of 2 September 30,2017 Investment Report Orange County Sanitation District Period Ending September 30, 2017 6225 Lusk Blvd San Diego, CA 92121 1 Phone 0 c111JI Table of Contents SECTION 1 Economic Update SECTION 2 Account Profile SECTION 3 Consolidated Information SECTION 4 Portfolio Holdings SECTION 5 Transactions OR SECTION 1 Economic Update 011 Economic Update ■ The Federal Open Markel Committee (FOMC) left the fed funds target rate unchanged at a range of 1.00%-1.25%at the September 19-20 meeting. As expected, the Committee announced plans to initiate the balance sheet normalization program in October. The process of unwinding the Fed's $4.5 trillion balance sheet will begin gradually by allowing $6 billion per month in Treasury securities and $4 billion per month in mortgage-backed and agency securities to roll off the balance sheet. Over time, the amounts will slowly increase to$30 billion per month in Treasury securities and $20 billion per month in mortgage-backed and agency securities. The Fed's plans to unwind the balance sheet was widely telegraphed and the policy statement was generally in line with expectations. There were no dissenting votes among FOMC members in September. The Fed's updated economic projections still indicate one more rate hike before year-end is expected. However, the Fed lowered its median longer-run fed funds rate projection to 2.8% from 3.0%. The Fed's other economic projections were little changed, although the median 2018 inflation forecast was lowered slightly, suggesting that the Committee now thinks inflation may remain below the Fed's 2.0% target until 2019. ■ GDP grew by 3.1% in the second quarter, following growth of 1.2% in the first quarter. The consensus forecast currently calls for GDP growth of about 2.3% in the third quarter and 2.7% in the current quarter. Many economists have trimmed their estimates for third quarter GDP growth and boosted their estimates for fourth quarter growth, to reflect disruptions caused by the hurricanes. Tax reform or fiscal stimulus may ultimately help fuel stronger economic growth, but the timing and magnitude of such programs remains uncertain. ■ The Treasury yield curve steepened in September, partially reversing some of the curve flattening that has happened year-to-date. The 2-year Treasury yield increased 16 basis points in September to 1.48% and the 10-year Treasury yield increased about 22 basis points to 2.33%. On a year-to-date basis, the 2-year Treasury yield increased 29 basis points and the 10-year Treasury yield declined 11 basis points. Since the beginning of this year, we believe market participants have grown skeptical that the Trump administration will deliver on many of their legislative objectives. However, the administration recently outlined a general framework for tax reform, sparking some renewed optimism that changes to the tax code may help boost economic growth. CiIII Employment Nonfarm Payroll (000's) Unemployment Rate 350 13.0% 300 12.0% —Underemployment Rab(V6) 11.0% —Unempbymenl Rate(U3) 'w 210 2W 10.0% 9.0% a 150 8.0% c 100 V ].0% O � w 6.0% 0 5.0% -50 4.0% -100 y�II aq 441, - ,c 3.0% >S >S •>6 >6 >6 >6 • 76 >B >6 >6 » » D S :USOe Ha ntof Labw Sw :USDspa ent MLaGr U.S. payrolls declined 33,000 in September, well below the +80,000 consensus estimate. However, September payrolls were likely significantly distorted by the hurricanes. The unemployment rate decreased to 4.2% in September from 4.4% in August, and the labor participation rate increased to 63.1% from 62.9%. 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, declined to 8.3%from 8.6%. Wages jumped 0.5% in September. On a year-over-year basis wages were up 2.9% in September, versus up 2.7%year-over-year in August. 0111 Inflation Consumer Price Index (CPI) Personal Consumption Expenditures 3.5% 3.5% (PCE) CPIYOY%Change —PCEPMce MlgN YOY%CA 3.0% Core CPI YOY%Change 3.0% enge PCE CoreR for YOY%CN�le 2.5% 2.5% u $ c 2.0% `m 2.0% L X1.5% 1.5% 9 1.0% >O 1.0% > > 0.5% 0.5% 0.0% 0.0% QS% -05% "q 7S %7& 441, 76 ltl*,76 11�p,7s 76 %,» ��>> l> Is 40k16 �1& yah>s 1s 40kI& �7! 4�k7> » source:US De aN nt ollab source:US Department al LaO r The Consumer Price Index (CPI) was up 2.2% year-over-year in September, versus up 1.9% year-over-year in August. Core CPI(CPI less food and energy)was up just 1.7%year-over-year in September, unchanged for the past five consecutive months.The increase in headline CPI inflation was driven in part by an increase in energy prices following the hurricanes. The Personal Consumption Expenditures (PCE) index was up 1.4%year-over-year in August, unchanged from June or July. Core PCE (excluding food and energy) was up just 1.3%year-over-year in August, versus up 1.4%year-over-year in July. Inflation remains below the Fed's 2.0%target. IIIII■ CIR I Consumer Retail Sales YOY % Change Consumer Confidence 6.0% 1W 5.0% 125 120 m 4.0% 115 i u > 710 3.0% u 105 O v � 2.0% 100 95 1.0% 90 0.0% 85 S O�'S ,-s y�'s S�'s O�'6 -y,, •E� Sm� `� +1 `4� s'%a,s'Hay's�6�stiok'eax �ry Source:US CePert I of Cor . Souce:F a'W Reserve On a year-over-year basis, retail sales were up 4.4% in September, versus up 3.5% year-over-year in August. On a month-over-month basis, retail sales increased 1.6% in September, following a 0.1% decline in August. The increase in September retail sales was generally in line with expectations, and was driven in large part by a surge in hurricane-related replacement demand for vehicles as well as a spike in post-hurricane gasoline prices. However, excluding autos and gas, retail sales grew at a moderate pace, up 0.5% in September, month-over-month. Meanwhile, the consumer confidence index remained strong in September at 119.8 versus 120.4 in August, despite weakness in the hurricane states of Texas and Florida. ORS Economic Activity Leading Economic Indicators (LEI) Chicago Fed National Activity Index (CFNAI) 0.7% — oso 0.6% 0.5% 0.40 d o.4% v IT0.3% IF 0.20 0.2 Q a` 0.1% i 0.00 c 0.0% f i m -Q20 -0.1% -0.2% Q40 Q3% -0.s0 76 N 76 1G h�6 76 ryek16 �> h1> "ihl6 1o1, 76 �76 4�1' 76 76 �oL76 ��> �6h7> » Source:the COM Mre Bo M Source Fe eml Reserve Bank or Chicago The Index of Leading Economic Indicators (LEI) rose 0.4% in &gust, following a 0.3% increase in July. The increase in the LEI suggests economic growth may improve through year-end. However, the Chicago Fed National Activity Index (CFNAI) decreased to - 0.04 in August on a 3-month moving average basis from zero in July. According to the Chicago Fed, the CFNAI points to subpar economic growth. Overall, we believe the economy remains on a slow growth trajectory. CIRI Housing Housing Starts S&P/CaseShiller20 City Composite Home 1600 6.5% Price Index '- •MUIU Family HOudl Sfatls Y 1400 •SlnBle Family Wutlnp Shrb fk 6.0% `0 1200 1000 orn 5.5% 5 0 F 800 ti 5.0% T 600 4.5% � O c 400 U 4.0% C 200 f p 3.5% I9. +O T 11+ + 'O 9{ 'ya `1, cl Wn, 93 `2i Qk 1, q9; `2i is k�s 95.�6 his .A�s k�s �j h�j J) ly. ly. ly, ly, )) 1J Souse:US Census Bureau Soumo:58P Total housing starts fell slightly in August but were still stronger than expected. Single-family starts increased 1.6% in August, partially offsetting a 6.5% decline in multi-family starts. Permits were stronger than expected in August, up 5.7%, driven by a 19.6% surge in multi-family permits. Overall, the August housing starts report was favorable, particularly considering it includes some effects from Hurricane Harvey.According to the Case-Shiller 20-City home price index, home prices were up 5.8%year-over-year in July, versus up 5.6%year-over-year in June. C1111 Manufacturing Institute of Supply Management Purchasing Industrial Production sz Manager Index 3.0% Expanding 60 2.0% 58 1.0% aa c UU 0.0% 54 52 O -20% 50 46 30% Contracting 46 4.0% 'S %�'s ✓`ma's �A'6 O�1& �'> '> �'> 94h1$ ��'S �'E �x1, �'G rye's �'> y�h'> ��o'S '> Sourceansfdutei Supply Management Source:Fe Deal Reserve The Institute for Supply Management (ISM) manufacturing index increased to 60.8 in September from 58.0 in August.A reading above 50.0 suggests the manufacturing sector is expanding. However, Industrial Production was up just 1.5% year-over-year in August versus up 2.4%year-over-year in July.Although the ISM Manufacturing index(which is based on a survey from a relatively small sample size of roughly 300 manufacturing firms)has been quite strong, Industrial Production has recently contracted. Gross Domestic Product (GDP) Gross Domestic Product(GDP) 7Private on ExpendituresrO.4%71.3% 7-0.2% 0.6% 5.0% sticlmiestmem 4.0% 3.0% Net Exports and Imparts 0.4% -1.6% 0.2% 0.2% 2.0% 1.0% Federal Government Expenditures 0.1% 0.0% -0.2% 0.1% 0.0% State and Loral(Consumption and Grass r_GDP DOD%Change Investment) 0.0% 0.1% 0.1% -0.2% -10% —GDP YOY%Clang. -20% Total 2.8% 1.8% 1.2% 3.1 11 @%,�> >Ok>14% O�> £'�>4% H'�> ^�> >�oD>`fp2> l > 2 2 a3 9 19 S S @ @ Source: US D.part of of Com— Soule: US Depad~t of C r,s Second quarter GDP grew at an annualized pace of 3.1%, following growth of 1.2% in the first quarter. Second quarter GDP growth was revised up slightly from the second estimate of 3.0%, after being revised up from the advance estimate of 2.6%. Second quarter growth was driven by consumer spending and business investment. The consensus forecast currently calls for GDP growth of about 2.3% in the third quarter. Growth is expected to accelerate modestly in the current quarter, at a pace of about 2.7%, as post-hurricane rebuilding efforts intensify. G111 Bond Yields US Treasury Note Yields US Treasury Yield Curve 3.5% 3.5% 2-Yeer —Sap-17 3.0% �&Year 3.0% �JUn17 to-veer —Sep-is 2.5% 2.5% X 2.0% 92.0% 5= 1.5% 5: 1.5% 1.0% 1.0% 0.5% 0.5% 0.0% vt.y, 0.0% Source:B .be source:Bloomberg The yield curve has flattened meaningfully this year. The spread between 2-year and 10-year Treasury yields was just 85 basis points at the end of September, compared to 126 at the end of 2016. In the three months ending in September, the 2-year Treasury yield increased about ten basis points while the 10-year Treasury yield increased just three basis points. Immediately following the US Presidential election last fall, the Treasury yield curve steepened meaningfully, driven by heightened expectations for tax reform,fiscal stimulus, and above-trend economic growth under the Trump administration. However, market participants are skeptical the Trump administration will deliver on their legislative agenda. Ilia SECTION 2 Account Profile 011 Objectives Investment Objectives The investment objectives of the Orange County Sanitation District are first, to provide safety of principal to ensure the preservation of capital in the overall portfolio; second, to provide sufficient liquidity to meet all operating requirements; and third, to earn a commensurate rate of return consistent with the constraints imposed by the safety and liquidity objectives. Chandler Asset Management Performance Objective Liquid Operating Monies—will be compared to the 3-month T-Bill rate and operate with a maximum maturity of one year. Long-Term Operating Monies—will be compared to the Bank of America Merrill Lynch 1-5 Year Corporate Government Rated AAA—A Index. Strategy In order to achieve these objectives, the portfolio invests in high quality fixed income securities consistent with the investment policy and California Government Code. C1111 Compliance ` Orange County Sanitation District Long Term September 30,2017 COMPLIANCEPOLICY Assets managed by ChandlerAsset Management are in full compliance With State lawand wth 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 issuer; 5years maturity; Includes only. Complies IADB IBRD and IFC per CGC U.S.Agencies 20%max issuer, 5 years maximum maturity Complies U.S.Corporate(MTNs) "A"or better long term rating by 1 of 3 NRSROs; 30%maximum;5%max issuer; 5 years max maturity Complies Municipal Secunties "A"or higher b 1 of 3 NRSROS; 10%maximum; 5%max issuer, 5 years maximum maturity Complies Asset Backed/CMOs/Mortgage- "AA"or better by l of 3 NRSROs; "A"or higher issuer rating by 1 of 3 NRSROs; 20%maximum; 5% Complies' backed max issuer(excluding MBS/ ovt agency);5 years max matunty Negotiable CDs "A"or betteron its long tens debt by 1 of 3 NRSROs; "A1/P1"or highest short term ratings by 1 of 3 Complies NRSROs; 30%maximum;5%max issuer; 5 years max maturity CDs/TDS 5%max issuer; 5years max maturity Complies Bankers Acceptances A-1,or equivalent highest short tens rating by l of 3 NRSROS; 40%maximum; 5%max issuer,180 Complies 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 debt issued; 25% Complies maximum; 5%max issuer; 270 days max maturity Mutual Fund&Money Market Highest rating by 2 NRSROs; 20%maximum; 10%max per mutual fund; 20%max per money market Complies Mutual Fund mutual fund Repurchase Agreements 102%collateraliation Complies Reverse Repurchase Agreements 5%maximum,90 days max maturity Complies LAIF 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' 'The portfolio has twenty-three(23)securities vrith maturities greater than 5 years including one(1)ABS,four(4)CMOs,seventeen(17)MBS and one(1)treasury. All securities were inherited from the pretious manager and complietl at time of purchase. CJJJJ Portfolio Characteristics Orange County Sanitation District Long Term 9/30/2017 6/30/2017 Benchmark` Portfolio Portfolio Average Maturity(yrs) 2.72 2.74 2.79 Modified Duration 2.60 2.44 2.44 Average Purchase Yield n/a 1.73% 1.68% Average Market Yield 1.73% 1.64% 1.60% Average Quality" AAA AA/Aa2 AA/Aa2 ContributionslWithdrawals 12,792 Total Market Value 333,199,867 331,805,369 `BAML 1-5 Yr US Corporate/Govt Rated AAA-A Index '"Benchmark is a blended rating of S&P, Moody's,and Fitch.Portfolio is S&P and Moody's respectively. Multiple securities were purchased across the Treasury,Agency, Asset Backed,Certificate of Deposit and Commercial Paper sectors of the market to keep the portfolio structure in-line with Chandler objectives. The purchased securities ranged in maturity from November 2017 to August 2022. Several securities matured and one large ASS position was called, to help facilitate the new holdings in the portfolio. Sector Distribution Orange County Sanitation District Long Term September 30, 2017 June 30, 2017 Negotiable CD 1.8% ABS ABS 6.1 4.7% US Treasury US Treasury 29.2% 32.3% Agency 24.7% Agency 26.1 CMO 0.8%Commercial CMO Paper 0.8 Commercial 2.0% Paper Money Market 3 8% Fund FI Money Market 1.3% US Corporate Fund FI US Corporate Mortgage 24.0% 01 0.9 23.9% Supranational Municipal Pass Thru Supra*national Mortgage 6.6% Bonds 0.6% Bonds Pass Thru 1.4% 8.2% 1.4% 0.6% The sector allocation was stable. GR I Issuers Orange County Sanitation District Long Term—Account#10268 As of 9/30/2017 Issue Name Investment Type % Portfolio Government of United Stales US Treasury 32.33% Federal National Mortgage Association Agency 10.64% Federal Home Loan Bank Agency 8.83% Federal Home Loan Mortgage Corp Agency 5.25% Intl Bank Recon and Development Supranational 3.01% Inter-American Dev Bank Supranational 2.88% John Deere ASS ASS 2.23% Bank of Tokyo-Mit UFJ Commercial Paper 1.99% Bank of Nova Scotia Houston Negotiable CD 1.75% Occidental Petroleum Corporation US Corporate 1.62% JP Morgan Chase&Co US Corporate 1.60% Wells Fargo Corp US Corporate 1.53% Qualcomm Inc US Corporate 1.53% General Electric Cc US Corporate 1.52% Deere&Company US Corporate 1.52% Bank of Nev,York US Corporate 1.40% ChevronTeuace Corp US Corporate 1.36% Honda ABS ASS 1.36% First American Govl Obligation Fund Class-Z Money Market Fund FI 1.35% HSBC USA Corp US Corporate 1.28% Berkshire Hathaway US Corporate 1.25% Honda Motor Corporation US Corporate 1.21% Apple Inc US Corporate 1.21% Eli Lilly&Cc US Corporate 1.21% Bank of America Corp US Corporate 1.17% Morgan Stanley US Corporate 0.94% Exxon Mobil Corp US Corporate 0.91% Microsoft US Corporate 0.90% American Express Credit US Corporate 0.89% Port Authority of New York and New Jersey Municipal Bonds 0.80% GR I Issuers Orange County Sanitation District Long Term—Account#10268 As of 9/30/2017 Issue Name Investment Type % Portfolio Nissan ASS ASS 0.76% International Finance Corp Supranational 0.73% Federal Home Loan Mortgage Corp CMO 0.61% Intel Corp US Corporate 0.60% New York City Transitional Finance Authority Municipal Bonds 0.45% Federal National Mortgage Association Mortgage Pass Thou 0.45% Toyota ABS ASS 0.30% Goldman Sachs Inc. US Corporate 0.18% University of California Municipal Bonds 0.13% NCUA Guaranteed Notes CMO 0.09% Federal National Mortgage Association CMO 0.08% GNMA Mortgage Pass Thru 0.06% AMRESCO Residents Securities Carp Mortgage Pass Thou 0.04% Small Business Administration ASS 0.01% SUM Corp ASS 0.01% GNMA CMO 0.01% Federal Home Loan Mortgage Corp Mortgage Pass Thou 0.00% Total 100.00% Quality Distribution Orange County Sanitation District Long Term September 30, 2017 vs. June 30, 2017 80.00% 70.00% — 60.00% — 50.00% — 40.00% — 30.00% 20.00% 10.00% — 0.00% AAA AA A <A NR •6/30/2017 •6/30/2017 AAA AA A <A NR 09/30/17 7.5% 70.5% 11.3% 3.2% 7.5% 06/30/17 11.8% 66.0% 11.4% 3.2% 7.6% Soume:S&P FZWngs JJjjj Duration Distribution Orange County Sanitation District Long Term Portfolio Compared to the Benchmark as of September 30, 2017 35.00% 30.00% 25.00% 20.00% 15.00% 10.00% 5.00% 0.00% 0.0.25 0.25-0.50 0.50-1 1.2 2.3 3-4 4.5 5+ •Orange County Sanitation District Long Tenn •BAML 1-5 Vr US Corporate/Gout Rated AAA-A Index 0-0.25 0.25-0.50 0.50-1 1 -2 2-3 3-4 4-5 5+ Portfolio 7.4% 9.2% 7.4% 19.3% 16.8% 22.4% 13.8% 3.6% Benchmark* 0.0% 0.0% 1.5% 31.8% 28.6% 23.1% 14.9% 0.0% 'BAML 1-5 Vr US Corporate/Gout Rated AAA-A Index The duration of the portfolio was unchanged on a quarter over quarter basis, remaining at 2.44. The Chandler team continues to position the portfolio fora modest rise in interest rates, predominately via the underweight allocation to the one to three year portion of the maturity distribution. KI Investment Performance MEN Orange County Sanitation District Long Term Period Ending September 30,2017 Total Rate of Return Annualized Since Inception November 30,2014 1.40% 1.20% 1.00% 0.80% 0.60% 0.40% 0.20% 0.00% 12 months 2rare 3years 5Were 10 years Since Inception •Ominge County Sanitation District Long Term Annualized 3 months 12 months 2 years 3 years 5 years 10 years Since IOcaphOn Orange County Sanitation District Long Term 0,42% 0.55% 1,27% N/A N/A N/A 1.24% BAML 1-5 Yr US Corporate/Goat Rated AAA-A Index 0.38% 0.27% 1.04% N/A N/A N/A 1.19% Total rate of return:A measure of a portfolio's performance overtime. It is the internal rate of return,which equates the beginning value of the portfolio with the ending value; it includes interest eamings,realized and unrealized gains and losses in the portfolio. C1111 Compliance CALOrange County Sanitation District Liquid September 30,2017 COMPLIANCEPOLICY Assets managed by ChandlerAsset Management am in full compliance vith State lawand wth the investment policy Category Standard Comment Treasury Issues 1 year maximum maturity; Minimum allocation of 10% Complies Supranational "AA"or better by 1 of 3 NRSROs; 30%maximum; 5% max issuer; 1 year maturity, Complies Includes only: IADB, IBRD and lFC per CGC U.S.Agencies 20%max issuer, l year maximum maturity Complies U.S.Corporate(MTNs) "A"or better long term rating by 1 of 3 NRSROs;30%maximum;5%max issuer; 1 year Complies max maturity Asset Backed/CMOs "AA"or better by 1 of 3 NRSROs; "A"or higher issuer mting by 1 of 3 NRSROs; 20% Complies maximum; 5%max issuer; 1 year max maturity Negotiable CDs "A"or better on its long tens debt by 1 of 3 NRSROs ; "A1/P1"or highest short term ratings Complies by 1of3 NRSROs; 30% aximum;5%max issuer1 year max maturity CDs/TDS 5%max issuer, 1 year max maturity Complies Banker's Acceptances A-1,or equivalent short tens rating by l of 3 NRSROS;40%maxi mum;5%max issuer; 180 Complies days max maturity Commercial Paper A-1,or equivalent by 1 of 3 NRSROS;"A"or better by 1 of 3 NRSROs,if long tens debt Complies issued; 25%maximum;5%max issuer;270 days max maturity Mutual Fund & Money Market Mutual Fund Highest rating by2 NRSROs; 20%maximum; 10%max per mutual fund; 20%max per Complies money market mutual fund Repurchase Agreements 102%collatemlization Complies Reverse Repurchase A reements 5%maximum,90 days max maturity Complies LAIF Not used by investment adviser Complies Prohibited Municipal Securities Complies Prohibited Mortgage Securities Complies Avg Duration NOtto exceed 180 days; Max duration of 112 year Complies Maximum Maturity 1 year maximum maturity Complies C1111 Portfolio Characteristics Orange County Sanitation District Liquid 9/30/2017 6/30/2017 Benchmark` Portfolio Portfolio Average Maturity(yrs) 0.17 0.17 0.14 Modified Duration 0.16 0.17 0.14 Average Purchase Yield n/a 1.12% 0.93% Average Market Yield 0.99% 1.16% 0.96% Average Quality" AAA AA+/Aal AAA/Aaa Contributions/Withdrawals -75,200,000 Total Market Value 49,486,477 124,436,078 `BAML 3-Month US Treasury Bill Index '"Benchmark is a blended rating of S&P, Moody's,and Fitch.Portfolio is S&P and Moody's respectively. Many securities were purchased across the Treasury,Agency, Commercial Paper and Corporate sectors of the market to keep the portfolio as fully invested as possible. The purchased securities ranged in maturity from July 2017 to March 2018. Cash flows were heavy during the quarter,with modest contributions early in the quarter and large withdrawals later in the quarter. In aggregate$75 million was withdrawn from the portfolio during the reporting period. Sector Distribution Orange County Sanitation District Liquid September 30, 2017 June 30,2017 Supranational US Treasury US Treasury 0.9 21.2% 28.5" Agency 24.5% Commercial Agency Paper US Corporate 54.0% US Corporate 4.5% 8.5% 28.2% Negotiable Money Market CD Fund FI 1.6 19.5% Money Market Negotiable Fund FI Commercial CD 2.3% Paper 2.0% 4.1% The sector allocation changed materially with the large contraction in the market value of the portfolio. Some of the larger changes include the 19.7% increase in the Corporate allocation, to 28.2%of the portfolio, offset by the 29.5% decline in the Agency allocation, to 24.5% of the portfolio. The Money Market fund allocation was also elevated due to maturities at the end of the month that was not economical to reinvest prior to the end of the quarter. GR I Issuers Orange County Sanitation District Liquid-Account#10282 As of 9/30/2017 Issue Name Investment Type % Portfolio Government of United Stales US Treasury 21.23% First Amencan Govt Obligation Fund Class-Z Money Market Fund FI 19.53% Federal Home Loan Bank Agency 14.13% Federal Home Loan Mortgage Corp Agency 10.35% Bank of Tokyo-Mit UFJ Commercial Paper 2.51% JP Morgan Chase&Co US Corporate 2.07% General Electric Co US Corporate 2.07% United Parcel Service US Corporate 2.03% Oracle Corp US Corporate 2.03% ChevrenTexaco Corp US Corporate 2.03% Svenska Handelsbanken NY Negotiable CD 2.03% Intel Coup US Corporate 2.03% Visa Inc US Corporate 2.03% HSBC USA Corp US Corporate 2.03% Deere&Company US Corporate 2.03% PNC Financial Services Group US Corporate 2.02% Charles Schwab Corprrhe US Corporate 2.02% Honda Motor Corporation US Corporate 2.02% Exxon Mobil Corp US Corporate 2.02% Toyota Motor Corp Commercial Paper 2.02% Bank of New York US Corporate 1.76% Total 100.00% Quality Distribution Orange County Sanitation District Liquid September 30, 2017 vs. June 30, 2017 80.00% 70.00% 60.00% 50.00% 40.00% 30.00% 20.00% 10.00% — 0.00% AAA AA A <A NR •6/30/2017 •6130/2017 AAA AA A c4 NR 09/30/17 37.7% 42.2% 20.0% 0.0% 0.0% O6/30/17 68.9% 25.9% 5.2% 0.0% 0.0% Soume:S&P FZWngs JJjjj Duration Distribution Orange County Sanitation District Liquid Portfolio Compared to the Benchmark as of September 30, 2017 120.00% 100.m% 30.00% 60.00% 40.00% 20.00% 111% 0-0.25 0.25-0.50 0.50.1 1 .1.5 1.5.2 2.2.5 2.5.3 3+ •Orange County Sanitation District Liquid •BAML 3-Month US Treasury Bill Index 0-0.25 0.25-0.50 0.50-1 1 -1.5 1.5-2 2-2.5 2.5-3 3+ Portfolio 62.8% 37.2% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% Benchmark* 100.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 'BAML 3-Month US Treasury Bill Index he duration of the portfolio was close to unchanged,currently 0.17 versus 0.14 at the end of the prior quarter. The Chandler team continues to manage the portfolio versus forecasted cash flow needs of the District KI Investment Performance Orange County Sanitation District Liquid Period Ending September 30,2017 Total Rate of Return Annualized Since Inception November 30,2014 0.80% 0.70% 0.60% 0.50% 0.40% 0.30% 0.20% 0.10% 0.00% 12 months 2yeare 3years 5Were 10 years Since Inception •Orange County Sanitation District Liquid •BAML 3-Month US Treasury Bill Index Annualized 3 months 12 months 2 years 3 years 5 years 10 years Since IOcaphOn Orange County Sanitation District Liquid 0.26% 0,73% 0.57% N/A N/A N/A 0.47% BAML 3-Month US Treasury Bill Index 0.26% 0.66% 0.46% N/A N/A N/A 0.34% Total rate of return:A measure of a portfolio's performance over time. It is the internal rate of return,which equates the beginning value of the portfolio with the ending value; it includes interest eamings,realized and unrealized gains and losses in the portfolio. C1111 Compliance C." OCSD Lehman Exposure September 30,2017 COMPLIANCE • Assets managed by Chandler Asset Management are in full compliance wth State lawand wth the investment policy Category Standard t Treasury Issues 5 years maximum maturity Complies Supranational "AA"or better by of 3 NRSROs; 30%maximum; 5%max; 5years maturity, Complies Includes only'. IADB IBRD and IFC per CGC U.S.Agencies 20%max issuer 5 years maximum maturity Complies U.S. Corporate(MTNs) "A"or better long term rating by 1 of 3 NRSROs; 30% maximum;5%max issuer; 5 Complies' years max maturty Municipal Securities "A"or higher by of 3 NRSROS; 10%maximum; 5%max issuer; 5years Complies maximum maturity Asset Backed/CMOs/ "AA"or better by l of 3 NRSROs; "A"or higher issuer re0ng by 1 of 3 NRSROs; Complies Mortgage-backed 20%maximum; 5%max issuer(excluding MBS/gout agency);5 years max maturity Negotiable CDs "A"or better on its long term debt by 1 of 3 NRSROs; "A1/P1"or highest short Complies term ratings by 1 of 3 NRSROs; 30%maximum;5%max issuer; 5 years max maturity CDs/TDS 5%max issuer 5 years max maturity Complies Banker's Acceptances A-1,or equivalent highest short term rating by l of 3 NRSROS; 40% maximum; Complies 5%max issuer, 180 days max maturity Commercial Paper A-1,or equivalent by 1 of 3 NRSROS; "A"or better by 1 of 3 NRSROs, if long tens Complies debt issued; 25%maximum; 5%max issuer, 270 days max maturity Money Market Fund Hi hestretin b 2of3NRSROs; 20%maximum; 10°/maxissuer Complies Re umhaseAgreements 102%collateralimbon Complies Reverse Repurchase 5%maximum,90 days max maturity Complies Agreements LAIF Not used by investment adviser Com lies Avg Duration Not to exceed 60 months - 80%to 120%of the benchmark Complies Maximum Maturity 5 years maximum maturityCom lies Account holds$2 million face value(cusip 525ESCOy6)and$600,000 face value(cusip 525ESC113])of defaulted Lehman Bras Holdings that v ere purchased!by the preWous manager. Complied at time of purchase. C1111 Portfolio Characteristics OCSD Lehman Exposure 9/30/2017 6/30/2017 Portfolio Portfolio Average Maturity(yrs) 21.35 21.35 Modified Duration 0.00 0.00 Average Purchase Yield 0.00% 0.00% Average Market Yield 0.00% 0.00% Average Quality NR/NR NR/NR ContributionsfWithdrawals 0 Total Market Value 188,421 190,371 OR SECTION 3 Consolidated Information C1111 Portfolio Characteristics Orange County Sanitation District Consolidated 9/30/2017 6/30/2017 Portfolio Portfolio Average Maturity(yrs) 2.42 2.07 Modified Duration 2.14 1.81 Average Purchase Yield 1.64% 1.47% Average Market Yield 1.58% 1.43% Average Quality AA/Aa2 AA+/Aal Contri butions/W ilhdrawals Total Market Value 382,874,766 456,431,818 Sector Distribution Orange County Sanitation District Consolidated September 30, 2017 June 30,2017 ABS ABS US Treasury 4.1 h US Treasury 4.4% 30.9% 29.0 0 Agency 24.7 Agency CMO 33.10 0.7% Commercial Paper CMO 2.3% 0.6% Money Market Fund FI US Corporate Commercial US Corporate 3.7% 198% Paper 24.4% Mortgage 8 go y Supranational �fflone Market Supranational Pass Thru 6.2% Mortgage Fund Fl Negotiable Municipal 05% Negotiable Municipal 5.8/ CD Bonds CD Bonds Pass Thru 1.3% 1.8% 1.2% 0.4% 1.0% 0.4% OR SECTION 4 Portfolio Holdings Orange County Sanitation District Long Term Holdings Report Account 010268 As of 9/30117 Purchase D.:o Cost V.:u: Mid Price Market Value %of Pod. MoodyIS&P Maturity CUSP Security Description Par Value/Units Book Yie d Book Va Mkt YTM Accrued Ind. Gain/Loss Fitch Duration ASS 111111 477877AD6 John Deere Owner Trust 2014-B A3 391,358.07 0210412015 391,541.52 99.96 391,215.46 0.12% Asa INR 1.13 1.07%Due 11/15/2018 1.05% 391,366.24 1A1 % 186.11 (150.78) AAA 0.11 89236WAC2 Toyota Auto Receivables Owner 2015-A 1,009,843.44 0212412015 1,009,690.75 99.94 1,009,262.24 0.30% Aaa I AAA 1.38 1.12%Do.211512019 1.13% 1,009,824.05 1.36% 502.68 (561.81) NR 0.25 47788NAM John Deere Owner Trust 2016-B A2 1,584,412.75 07I19I2016 1,584,316.10 99.94 1,583,414.44 0.48% Asa/NR 1.38 1.09%Due 2115/2019 1.10% 1,584,360.75 1.40% 767.66 (946.31) AAA 0.20 65478WAB1 Nissan Auto Receivables Owner 2016-C 1,166,951.01 08/02/2016 1,166,905.04 99.91 1,165,929.36 0.35% Asa INR 1.62 A2A 1.08% 1,166,924.06 1.37% 554.95 (994.70) AAA 0.30 1.07%Due 5/15/2019 43814TAB8 Honda Auto Receivables 2017-1 A2 1,748,532.31 03/21/2017 1,748,490.52 99.96 1,747,867.76 0.52% Asa INR 1.81 1.42%Due 712212019 1.43% 1,748,499.76 1.50% 689.70 (632.00) AAA 0.53 47787 AB3 John Deere Owner Trust 2017-A A2 1,410,000.00 0212212017 1,409,994.36 99.96 1,409,476.89 0.42% Asa/NR 2.04 1.5%Due 10/15/2019 1.50% 1,409,995.62 1.56% 940.00 (518.73) AAA 0.63 654747AB0 Nissan Auto Receivables 2017-A A2A 1,365,000.00 0312112017 1,364,993.04 99.97 1,364,632.82 0.41 % Aea/NR 2.29 1.47%Due 111512020 1.47% 1,364,994.31 1.52% 891.80 (301.49) AAA 0.65 43814PAB6 Honda Auto Receivables Owner T 17-3 965,000.00 0925/2017 964,914.21 99.99 964,936.31 0.29% NR/AAA 2.31 A2 1.50% 964,914.41 1.58% 84.17 21.90 AAA 0.89 1.57%Due 112112020 47788MA04 John Deere Owner Trust 2016-A A3 2,420,000.00 0212312016 2.419,619.09 99.83 2,415,825.50 0.73% Asa INR 2.54 1.36%Due 411512020 1.37% 2,419,765.38 1.60% 1,462.76 (3,939.88) AAA 0.73 438140AC2 Honda Auto Receivables 2016-2 A3 1,810,0W.W 0512412016 1,809,964.89 Net 1,806,580.91 0.54% Asa INR 2.54 1.39%Due 4115/2020 1.40% 1,809,977.00 lust% 1,118.18 (3,396.09) AAA 0.87 47788BABO John Dears Owner Trust 2017-8 A2A 960,000.00 0711112017 959,916.58 99.94 959,451.84 0.29% Asa/NR 2.54 1.59%Due 4/15/2020 1.60% 959,922.82 1.66% 678.40 (470.98) AAA 0.92 83162CUO Small Business Administration 2001-20C 47,016.48 0310612001 47,016.48 104.W 49,273.60 0.01 % Asa/AA+ 3.42 6.34%Due 311/2021 6.34% 47,016.48 4.36% 248.40 2,267.12 AAA 1.82 4778BBAD6 John Deere Owner Trust 2017-B A3 675,000.00 07/112017 674,950.59 99.93 674,555.85 0.20% Asa/NR 4.04 1.82%Due 1011512021 1.83% 674,952+98 1.86% 546.00 (397.13) AAA 2.12 78445JAA5 SLMA 2008-9A 31,510.89 08122IM08 31,383.05 102.35 32,251.43 0.01 % Baa31 AA+ 5.57 2.817%Due 4/25/2023 2.89% 31,462.36 2A6% 167.65 789,07 B 3.45 15,583,696.22 15,574,674.41 4.68% Asa/AAA 2.15 Total ASS 15,584,624.95 1.39% 15,583,976.22 1.54% 8,838.36 (9,301.81) AAA 0.67 AGENCY 3137EADN6 FHLMC Note 5,000,000.00 01/23/2015 4,967,500,00 99.88 4,994,155.00 1.50% Asa IAA+ 0.28 0J5%Due 1/12/2018 0.97% 4,996,906.19 1.16% 8,229.17 (2,751.19) AAA 0.28 3137EADPI FHLMC Note 5,000,000.00 01/132015 4,974,100.00 Was 4,992,890.00 1.50Is Aaa/AA+ 0.43 0.875%Due 31712018 IN% 4,996,457+93 1.20% 2,916.67 (3,567.93) AAA 0.43 313378A43 FHLB Note 7,500,000.00 0211112015 7,544,850.00 100.09 7,506,547.50 2.25% Ass/AA+ 0.44 1.375%Due 319/2018 1.18% 7,506,361A2 1.18% 6,302.08 186.08 AAA 0." Chandler Asset Management-CONFIDENTIAL 35 Orange County Sanitation District Long Term Holdings Report Account 010268 As of 9/30117 Purchase D.:o Cost V.:u: Mid Price Market Value %of Pod. MoodyIS&P Maturity CUSIP Security Description Par Value/Units Book Yie d Book Va Mkt YTIA Accrued Ind. Gain/Loss Fitch Duration AGENCY 111111 3135GOG72 FNMA Note 5,000,000.00 12/18/2015 4,963,950.00 99.65 4,982,625.00 1.50% Ann/AA+ 1.21 1.125%Due 12/14/2018 1.37% 4,985,467.45 1A2% 16,718.75 (2,842.45) AAA 1.19 3133782102 FHLB Note 7,500,000.00 Various 7,589,190.00 100.04 7,503,187.50 2.25% Aaa/AA+ 1.44 1.5%Due 3/8/2019 1.14% 7,537,385+24 1.47% 7,187.50 (34,197.74) AAA 1.42 3137EADM8 FHLMC Note 7,500,000.00 Various 7.399,650.00 99.43 7,457,040.00 2.25% Aee/AA+ 2.01 1.25%Due 10/212019 1.61 % 7,447,269.28 1.54% 46,614.58 9,770.72 AAA 1.96 313383HU8 FHLB Note 5,000,000.00 Nat 3/2015 5,008,950.00 100.17 5,008,290.00 1.51 % Ass/AA+ 2.70 1.75%Due 611212020 1.71 % 5,004,997.59 1.69% 26,493.06 3,292.41 NR 2.61 3135GOD75 FNMA Note 5,000,000.00 1111612015 4,955,650.00 99.72 4,985,980A0 1.50% Asa/AA- 2.73 1.5%Due 3=020 1.70% 4,973,717.54 1.61% 20,625.00 12,262.46 AAA 2.65 3135GOF73 FNMA Note 7,500,000.00 Various 7,370,726.00 99.33 7,449,727.50 2.25% Aaa/AA+ 3.17 1.6%Due 1113012020 1.87% 7,417,462.30 132% 37,812.50 32,265.20 AAA 3.06 3130A7CV5 FHLB Note 5,365,000.00 0211712016 5,343,325AO 98.97 5,309,552.73 1.60% Aaa/AA+ 3.39 1,375%Due V18/2021 1,46% 5,350,336.72 1.69% 8,811.27 (40,783.99) AAA 3.28 3135GOJ20 FNMA Note 10,000,000.00 Various 10.040,950.00 Wr 9,876,880.00 2.97% Aee/AA+ 3.41 1.375%Due 212612021 1.28% 10,030,398.49 1.76% 13,368.06 (153,518.49) AAA 3.31 313379RB7 FHLB Note 4,000,000.00 W30/2017 4,030,160.00 100.30 4,012,052.00 1.21 % Ass/AA+ 3.70 1.875%Due 611112021 1.67% 4,029,482.49 1.79% 22,916.67 (17,430.49) AAA 3.54 3135GOS38 FNMA Note 3,000,000.00 0113012017 2,994,570.00 100.25 3,007,623.00 0.91 % Asa/AA+ 4.27 2%Due 115)2022 IN% 2,995,303.05 1.94% 14,333.33 12,319SS AAA 4.05 3135GOT45 FNMA Note 5,000,000.00 0510512017 4,972,500.00 N.T? 4,988,625.00 1.51 % Aaa/AA+ 4.52 1.875%Due 4I512022 1.99% 4,974,739,26 1.93% 44,531.25 13,88534 AAA 4.27 82,156,071.40 82,075,175.23 24.72% Aaa/AA+ 2.33 Total Agency 82,365,000.00 1A7% 82,246,284.95 1.56% 276,859.89 (171,109.72) AAA 2.25 62888UAA8 NCUA Guaranteed Note CMO 2010-R2 301,727.93 11/10/2010 301,726.57 100.02 301,782.24 0.09% Ass/AA+ 0.10 1.605%Due 11/612017 0.00% 301,726.57 0.73% 336.75 55.67 NR 0.01 31398VJ98 FHLMC FHMS K006 A2 900,000.00 1112312010 951,046.88 104.63 W,668.20 0.28% Aaa/AA+ 2.32 4.251%Due 1/25/2020 3.54% 912,914.37 1.94% 3,188.25 28753.83 AAA 2.06 3837H4NX9 GNMA Pool#2000-9 22,755.67 01/2412000 22,765.67 100.50 22,870.36 0.01 % Aaa/AA+ 12.39 1.737%Due 2116/2030 1.75% 22,755S7 129% 32.86 114.69 AAA 0.03 3133TCE95 FHLMC FSPC E3A 29,502.75 0311111998 29,533.61 100.25 29,576.51 0.01 % Aaa/AA+ 14.88 3.228%Due 8/15/2032 3,19% 29,516.13 1.65% 79.36 60.38 AAA 1.49 31397OREO FNMA FNR 20113 FA 277,940.21 1212012010 277,853.36 101.33 281,631.26 0.08% Aee/AA+ 23.42 1.917%Due 2I25I2041 1.92% 277,872.63 1.77% 88.79 3,768.63 AAA 0.14 313NJY35 FHLMC FSPC T582A 905,200.13 O6/09/2011 1,025,139.14 115.99 1,049,923.53 0.32% Ass/AA+ 26.00 6.5%Due 9125/2043 5.40% 1,001,733+18 3.55% 980.63 48,190+35 AAA 5.29 2,608,055.23 2,627,452.10 0.79% Aaa/AA+ 14.01 Total CMO 2,437,126.69 3.65% 2,546,518.55 2.42% 4,706.64 80,933.55 AAA 2.88 Chandler Asset Management-CONFIDENTIAL 36 Orange County Sanitation District Long Term Holdings Report Account 010268 As of 9/30117 Purchase Da:o Cost V.:u: Nut Price Market Value %of Pod. MoodyIS&P Maturity CUSIP Security Description Par Value/Units Book Yie d Book Va Mkt YTM Accrued Ind. Gain/Loss Fitch Duration COMMERCIAL PAPER 06538BY80 Bank of Tokyo Mitsubishi NY Discount 6,640,000.00 07/07/2017 6,609,581.42 99.86 6,630,678.18 1.99% P-1 IA-1 0.11 CP 1.35% 6,630,678.18 1.35% 0.00 0.00 NR 0.11 1.33%Due 11/812017 6,609,581.42 6,630,678.18 1.99% P-1/A-1 0.11 Total Commercial Paper 6,640,000.00 1.35% 6,630,678.18 1.35% 0.00 0.00 NR 0.11 MONEY MARKET FUND Fit MMW 31846V567 First American Govt Obligation MMKT 4,492,008.74 Various 4,492,008,74 1.00 4,492,008,74 1.35% Ace I AAA 000 Class-Z 0.89% 4492,00874 089% coo 0.00 AAA 000 4,492,008.74 4,492,008.74 1.35% Anal AAA 0.00 Total Money Market Fund FI 4,492,008.74 0.89% 4,492,008,74 0.09% 0.00 0.90 AAA 0.00 MORTGAGE PASS THRU 31381PDA3 FNMA FN 466397 354,011,22 12/01/2010 346,350,22 103.76 367,329.12 0.11 % Asia IAA+ 3.09 84%Due 11I112020 3.80% 351.624.83 2A0% 234.04 15,70,i 29 AAA 2.86 36225CAZ9 GNMA Poi G280023 21,960.55 08/08/197 22,324.26 103.35 22,697.24 0.01 % Aaa/AA+ 9.23 1.625%Due 1MM026 1.52% 22,074S0 1.90% 29.74 622.34 AAA 2.94 36225CC20 GNMA Pool#G280068 25,431.05 0611111997 25,987+37 103.57 26,339.80 0.01 % Asa/AA+ 9.73 2,74%Due 6/20/2027 2,60% 25,612.34 1.98% 58.07 727.46 AAA 2.91 31366SVd2!3 FHLMC FH 786064 2,257.93 0211812000 2,202.95 102.86 2,322.45 0.00% Aini 10.26 3.377%Due 1/1/2028 3.58% 2,237.70 2.77% 6.35 84.75 AAA 4.82 31371NUC7 FNMA FN 257179 21,417.80 12/06011 22,651A2 107.56 23,037.16 0.01 % Ass,/AA+ 10.51 4.5%Due V1/2028 3.72% 22,212.25 2.11% 80.32 824.91 AAA 3.25 31417YAY3 FNMA P.I#FN MA0022 25,575.46 12/05/2011 27,048.54 107.65 27,531.85 0.01 % Asia/AA+ 11.51 4.5%Due V112029 3,76% 26,554A1 2.26% 95.91 977," AAA 3.38 3138EG6F6 FNMA FN AL0869 15,672.77 12/05/2011 16,575.49 107.64 16,870.03 0.01 % Asia/AA+ 11.68 4.5%Due 6/1/2029 3.77% 16,275.57 Z21% 13.71 594.46 AAA 3.38 03215PFN4 AMRESCO Residential Securities 1999-1 133,743.29 05/2012011 100,432.85 9830 131,465.64 0.04% NR IAA+ 11.74 A 5,80% 112,139.65 2.46% 48.52 19,325+99 BBB 7.81 2.177%Due 612512029 36225CNM4 GNMA Pool#G280395 9,178.30 03/15/2000 9,095.10 103.87 9,533.87 0.00% Asia/AA+ 12.56 2.74%Due 4120/2030 2.81 % 9,143.38 1.96% 20.% 390.49 AAA 3.60 36225CN28 GNMA Poi G280408 73,989.04 0311512000 73,237+59 103.85 76,834.29 0.02% Aaa/AA+ 12.64 2.74%Due 512012030 2,82% 73,672+49 1.98% 168194 3,161.80 AAA 3.69 31403GYF4 FNMA P.I#FN 748678 4,200.69 Di 4,515.74 109.84 4,613.97 0.00% Aaa/AA+ 16.01 5%Due 10/1/2033 4.16% 4,450.07 2.39% 17.50 163.90 AAA 3.79 36225DCB8 GNMA Pool#G280965 72,499.44 07/19/2004 72,45 A4 104.25 75,581.10 0.02% Aaa/AA+ 16.81 2.09%Due 712012034 2.10% 72,473+99 1.62% 126.27 3,107.11 AAA 3.01 Chandler Areal Management-CONFIDENTIAL 37 Orange County Sanitation District Long Term Holdings Report Account 010268 As of 9/30117 DescriptionPurchase Da:o Cost V.:u: Mid Price Market Value %of Pod. kill Maturity CUSIP Security MORTGAGE PASS THRU i 31406XWT5 FNMA Pool#FN 823358 133,185.44 01/11/2006 132,144.94 105.20 140,108.02 0.04% Ann/AA+ 17.36 3.274%Due 21112035 3.34% 132,563.89 257% 363.37 7,544.13 AAA 5.28 31406POY8 FNMA Pool#FN 815971 244,056.02 O611012013 262,360.24 110.21 268,985.37 0.08% Aaa/AA+ 17.43 5%Due 3I1/2035 4.21 % 258,793.94 2.50% 1,016.90 10,191+43 AAA 4.01 31407BXH7 FNMA PwI#FN 826080 26,403.59 0611012013 28,383.85 110.29 29,119.67 0.01 % Aaa/AA+ 17.76 5%Due 711/2035 4.22% 28,003.89 2.50% 110.01 1,115.78 AAA 4.02 31376KTU FNMA FIN 357969 144,248.04 O6/10/2013 155,066.63 110.20 158,966.68 0.05% Aaa/AA+ 17.93 5%Due 911/2035 4.22% 153,006.77 2.51% 140.24 5,959.91 AAA 4.04 31403DJ23 FNMA Poo1#745580 139,808.68 MIIOIN13 150,294.34 110.22 lK099.92 0.05% Aaa/AA. 18.68 5%Due 611=36 4.26% 148,363.33 2.52% 582.54 5736.59 AAA 4.06 3141OF4V4 FNMA P.I#FN 888336 269,08572 W/1012013 289,267.17 109.78 295,405.26 0.09% Aaa/AA+ 1876 5%Due 711/2036 4.25% 285,563.91 2.51% 1,121.19 9,841.35 AAA 4.04 1,740,392.84 1,830,841.44 0.55% Aaa I AA+ 13.81 Total Mortgage Pass Thru 1,716,725.03 3.94% 1,744,767.31 2.34% 4,234.58 86,074.13 AAA 4.05 MUNICIPAL BONDS 73358WAG9 Port Authority of NY B NJ TE-REV 2,440,000,00 Various 2,507,633,89 107.24 2,616,704.80 0.80% Aa3/AA- 2.17 5,309%Due lW12019 4,97% 2,454,065,73 189% 43,179.87 162,639,07 AA- 2.03 64971M5E8 New York NY TE-REV 1,400,000.00 1012712010 1,400,000.00 106.23 1.487,164.00 0.45% Aal/AAA 3.09 4.075%Due 11/1/2020 4.08% 1.400,000.00 1.98% 23,770.83 89,164.00 AAA 2.86 913366EJ5 Univ of California Rgts Med TE-REV 400,000.00 11I09I2010 400,000.00 108.97 435,880.00 0.13% Aa3/AA- 3.62 5.035%Due 5/15/2021 5.04% 400,000.00 2A3% 7,608.44 35,880.00 M. 3.28 4,307,633.89 4,539,748.80 1.38% Aa21 AA 2.61 Total Municipal Bonds 4,240,000.00 4.68% 4,254,065.73 1.97% 74,559.14 285,683.07 AA 2.42 NEGOTIABLE CD 06417GXH6 Bank of Nova Scotia Yankee CD 5,825,000.00 08/08/2017 5,825,000.00 100.00 5,825,000.00 175% P-1/A-1 0.86 1.57%Due 819/2018 1.57% 5,825,000.00 1.57% 13,463.84 0.00 NR 085 5,825,000.00 5,825,000.00 1.75% P-1/A-1 0.86 Total Negotiable CD 5,825,000.00 1.57% 5,825,000.00 1.57% 13,463.84 0.00 NR 0.85 SUPRANATIONAL IL 459058EJB Intl,Bank Recon B Development Note 5,000,000,00 Various 4,991,170,00 99.76 4,988,140.00 1.50% Aaa I AAA 0,71 1%Due 6/15/2018 1.07% 4,997,66722 134% 14,72222 (9,52722) AAA 070 4581XOCX4 Inter-American Dan,Bank Note 3,035,000.00 04I05I2017 3,027,807.05 99.71 3.026,332.04 0.92% Are I AAA 2.62 1.625%Due 5l D2020 170% 3,028,905.80 174% 23,152.41 (2,57376) AAA 2.53 4581XOCS5 Inter-American Dee Bank Note 3,500,000.00 0712512016 3,590,405.00 100.00 3,500,115.50 1.05% Aaa IAAA 3.46 1.875%Due 3/15/2021 1.30% 3,567,336.51 1.87% 2,916.67 (67,221.01) AAA 3.33 45950KCJ7 International Finance Corp Note 2,500,000.00 11IM12016 2,441,600.00 97.06 2,426,595A0 0.73% Aaa I AAA 3.81 1.125%Due 7/2012021 1.64% 2.452,679.98 1.93% 5,546.88 (26,084.98) NR 3.69 Chandler Asset Mere,orent-CONFIDENTIAL 38 ��" Orange County Sanitation District Long Term Holdings Report Account 070268 As of 9/30117 Purchase D.:o Cost V.:u: Midt Price Market Value %of Pod. MoodI Maturity CUSP Security Description Par Value/Units Book Yie d Book Vs Mkt Y'I'M Accrued Ind. Gain/Loss Fitch Duration SUPRANATIONAL 4581XOCW6 Inter-American Dev Bank Note 3,000,000.00 01/10/2017 2,996,310.00 100.49 3,014,694.00 0.91 % Ads INR 4.30 2.125%Due 1118/2022 2.15% 2,996,827.33 2.01% 12,927.08 17,866.67 AAA 4,07 459058FY4 Intl.Bank Remn 6 Development Note 5,000,000.00 06I26I2017 5,030,550.00 99.91 4,995,720.00 1.50% Asa/NR 4,33 2%Due 1/26/2022 1.86% 5,028,798.03 202% 18,055.56 (33,078.03) AAA 4.11 22,077,842.05 21,951,596.54 6.61 % Aaa I AAA 3.07 Total Summational 22,035,000.00 1.58% 22,072,214,87 1,79% 77,320.82 (120,618.33) AAA 2.94 US CORPORATE ad 060505DP6 Bank of America Corp Note 31800,000.00 01115/2014 4,334,014,00 100.69 3,826,136.40 1.17% Baal IBBB+ 0.17 5.75%Due 12I112017 1,95% 3,823,102.73 1S5% 72,833.33 3,033.67 A 0.17 166764AA8 Chevron Corp Callable Note Cant 2,000,000.00 12I04I2014 1,988,600.00 99.95 1,999,040.00 0.60% Aa2/AA- 0.18 1115/17 1.30% 1,999,321.43 1sO% 7,114.67 (281.43) NR 0A0 1.104%Due 1215I2017 458140AL4 Intel Corp Note 2,000,000.00 0112612015 2,008,280.00 100.01 2,000,281 0.60% Al/A+ 0.21 1.35%Due ID15/2017 1.20% 2.000,590.87 1.28% 7,950.00 (310.87) All 0.21 40428HPH9 HSBC USA Inc Note 3,000,000.00 Various 3,003,290.00 100.D4 3,001,119.00 0.90% A2/A 0.30 1.625%Due 1/16/2018 1.59% 3,000,322.98 149% 10,156.25 796.02 AA- 0.29 38141 GFG4 Goldman Sachs Group Inc Note 600,000.00 Various 692,806.00 101.27 607,606.80 0.18% Ai I BBB+ 0.30 5.95%Due 1/1812018 2,74% 605,352.76 1.68% 7,239.17 2,254.04 A 0.30 674599CD5 Occidental Petroleum Callable Note Cant 2,000,000.00 0110612015 1,986,340.00 99.91 1,998,216.00 0.60% A31A 0.38 1/15/18 1.73% 1,998,348.26 1.81% 3,833.33 (132.26) A 0.29 1.5%Due 2/15/2018 025816AY5 American Express Credit Note 2,900,000.00 Various 3,377,385+79 102.49 2,972,291.20 0.89% A3I BBB+ 0.47 7%Due 3/19/2018 4.28% 2.931,142.90 1.65% 8,786.86 41,148.30 A 0.47 073902CD8 Beer Stearns Note 3,200,000.00 01115I2014 3.523,520.00 102.16 3,268,996.40 0.99% A3INR 0.75 4.65%Due 712/2018 2.25% 3,254,617.67 1.76% 36,786.67 14,380.73 A+ 0.74 532457BF4 Eli Lilly B CO Note 4,000,000.00 Various 4,009,675.00 100.49 4,019,536.00 1.21 % A2/AA- 1.45 1.95%Due 3115/2019 1.89% 4,003,295+03 1.61% 3,466.67 16,240+97 A 1.43 02665WAH4 American Honda Finance Note 4,000,000.00 Various 4.046,640.00 100.79 4,031,740.00 1.21 % At/A+ 1.87 2.25%Due 8I15I2019 1.93% 4,022,904AS 1.82% 11,500.00 8,835.52 NR 1.83 06406HCW7 Bank of New York Callable Note Cont 2,120,000.00 0211012016 2,142,175.20 100.78 2,136,446.98 0.64% At IA 1.95 8/11/2019 1.99% 2,131,837.23 1 87% 2,708.89 4,609.73 AA- 1.82 2.3%Due 9/11 R019 24422ESS9 John Deere Capital Core Note 5,000,000.00 Various 5.046,984.00 101.E0 5,055,010.00 1.52% A2/A 1.96 2.3%Due 9/16/2019 2.07% 5.020,993.18 1.73% 4,791.67 34,016.82 A 1.91 36962G7MO General Electric Capital Corp Callable 5,000,000.00 Various 5,014,960.00 100.89 5,044,585.00 1.52% At/AA- 2.28 Note 1X 12I812019 2.13% 5,006,913.27 138% 25,055.55 37,671.73 AA- 2.12 2.2%Due 1/9/2020 46625HKA7 JP Morgan Chase Callable Note Cont 2,000,000.00 02IM12015 1,994,880.00 100.54 2,010,768.00 0.61 % A3/A- 2.32 1212312019 2.30% 1,997,608.69 2.00% 8,5m.m 13,159.41 A+ 2.16 2.25%Due 112312020 Chandler Aseal Management-CONFIDENTIAL 39 ��" Orange County Sanitation District Long Term Holdings Report Account 010268 As of 9/30117 Purchase D.:o Cost V.:u: Mid Price Market Value %of Pod. MoodyIS&P Maturity CUSP Security Description Par Value/Units Book Yie d Book Va Mkt YTM Accrued Ind. Gain/Loss Fitch Duration US CORPORATE 40428HPR7 HSBC USA Inc Note 1,250,000.00 02/05/2016 1,222,787.50 100.64 1,257,991.25 0.38% MIA 2.43 2.35%Due 3l5/2020 2.92% 1,233,764.12 2.08% 2,121.53 24,227.13 AA- 2.35 747525AD5 Oualcomm Inc Note 5,000,000.00 0511912015 4,995,195.40 101.06 5,052,9W.W 1M% At IA 2.64 2.25%Due 5/20/2020 2.27% 4,997,467.38 1.84% 40,937.51 55,482.62 NR 2.53 94994BGM6 Wells Fargo Corp Note 5,000,000.00 07/16/2015 5.001,650.00 101.40 5,070,180.00 1.53% A21A 2.81 2.6%Due 7/22/2020 2.59% 5,000,925.70 2.08% 24,916.67 69,254.30 AA- 2.69 037833BS8 Apple Inc Callable Note Cant 112312021 4,000,000.00 05/23/2016 4,050,840.00 1N.80 4,032,184M 1.21 % Aa1/M+ 3.40 2.25%Due 212312021 1.96% 4,036,122.37 2.00% 9,5W.W (3,938.37) NR 3.25 30231 GAV4 Exxon Mobil Corp Callable Note Cant 3,000.000.00 Various 3,016,097.40 1 W.76 3,022,662.W 0.91 Is Aaa/AA+ 3.42 2/1/2021 2.10% 3.011,543.10 1.99% 5,555.01 11,118.90 NR 3.27 2.222%Due 3/112021 166764BG4 Chevron Corp Callable Note Cant 2,500,00.0 0512012016 2,485,350.00 1W.05 2,501,227.W 0.76% Affi/AA- 3.63 4/152021 2.23% 2,489,332+99 2.09% 19,687.50 11,894.51 NR 3.37 2.1%Due 5/1612021 6174MAL3 Morgan Stanley Note 2,800,000.00 N/N/2014 3,200,848.00 110.92 3,105,855.20 0.94% A31 BBB+ 3.83 5.6%Due 7/28/2021 3.24% 3,014,893.94 2.49% 26,950.00 90,961.26 A 3.46 594918BP8 Microsoft Callable Note Cant 7/8/21 3,045,000M Various 3,041,385.15 96.23 2,991,231.39 0.90% Aaa/AAA 3A6 1.55%Due BI82021 1.57% 3,042,214+63 2.03% 6,948.52 (50,983.24) AA+ 3.71 06406RAA5 BANK OF NV MELLON CORP Note 2,500,000.00 02110812017 2.504,475.00 101.00 2,524,880.00 0.76% At/A 4.36 Callable 19122 CONT 2.56% 2.503,899.68 2.36% 9,7W.W 20,980.32 AA- 4.01 2.6%Due 2I72022 674599CK9 Occidental Petroleum Callable Note Cant 3,350,000.00 0412512017 3,354,589.50 1 W.62 3,370,646.05 1.02% M I A 4.54 3/152022 2,57% 3,354.187.73 2.45% 40,162.78 16,458.32 A 4.14 2.6%Due tJ15/2022 084664BT7 Berkshire Hathaway Note 4,000,000.00 0512312017 4,131,120.00 103.36 4,134,272.00 1.25% Aa2/AA 4.62 3%Due 5115/2022 2.30% 4,121,872.97 2.23% 45,333.33 12,399M A+ 4.26 80,173,877.94 79,035,853.15 23.85% At/A+ 2.32 Total US Corporate 78,065,000.00 2.22% 78,602,575.99 1.90% 440,565.71 433,277.16 A+ 2.19 US TREASURY 91282BG20 US Treasury Note 2,000,000.00 Various 1,989,756.70 Well 1,999,502.W 0.60% Ass IM+ 0.13 0.875%Due 11/1 5201 7 1.05% 1,999,566+97 1.07% 6,610.05 (ag.97) AAA 0.12 912828UR9 US Treasury Note 31500,000.00 N12212016 3,496,457.04 ".at 3,493,437.50 1.05% Aaa/AA- 0.41 0.75%Due 2/28/2018 0.81 % 3.499,211.51 1.20% 2,247.93 (5,774.01) AAA 0.42 91282BB33 US Treasury Note 11,000,000.00 Various 11,042,439.19 1m.11 11,011,605.W 3.31 % Aaa/AA+ 1.34 1.5%Due 1/31/2019 1.37% 11,018,246.13 1A2% 27,798.91 (6,641.13) AAA 1.31 912828SN1 US Treasury Note 5,000,000.00 1212812016 5,016,423+00 1M.12 5,005,860.00 1.W% Aaa/M+ 1.50 1.5%Due 3/312019 1.35% 5,010,908.71 1.42% 2W.04 (5,048.71) AM 1.48 912828WS5 US Treasury Note 2,000,000.00 Various 1,996,861.44 iW.29 2,005,704.00 0.60% Aaa/M+ 1.75 1.625%Due 6/30/2019 1.66% 1,998,890.26 1.46% 8,213.32 6,813.74 AM 1]1 912828WW6 US Treasury Note 5,000,000.00 Various 5,012,388.70 1W.29 5,014,260.00 1.51Is Aaa/M+ 1.83 1.625%Due 713112019 1.57% 5,004,568.76 1.47% 13,688.86 9,691.24 AM 1.80 Chandler Asset Management-CONFIDENTIAL 40 ��" Orange County Sanitation District Long Term Holdings Report Account 010268 As of 9/30117 Purchase Da:d Cost V.:u: Mid Price Market Value %of Pod. MoodyIS&P Maturity CUSIP Security Description Par Value/Units Book Yie Book Va Mkt YTM Accrued Ind. Gain/Loss Fitch Duration US TREASURY 1111 91282BF39 US Treasury Note 5,800,000.00 10/27/2014 5,873,186.87 100.50 5,829,226.20 1.75% Ann/AA+ 2.00 1.75%Due 9/30/2019 1.48% 5,829,673.65 149% 278.84 (447.45) AAA 1.96 912828G61 US Treasury Note 7,500,000.00 12/19/2014 7,449,634.50 Was 7,498,830.00 2.26% Aaa/AA+ 2.17 1.5%Due 11/30/2019 1.64% 7,477,944.15 1.51% 37,807.38 20,885+85 AAA 2.11 912828XE5 US Treasury Note 5,000,000.00 1212112016 4.966,423.00 99.78 4,989,060.00 1.50% Aaa/AA+ 2.67 1.5%Due 5/31/2020 1.70% 4,973,988.62 1.58% 25,204.92 16,071.48 AAA 2.59 91282BL99 US Treasury Note 5,500,000.00 Various 5,424,666.87 99.17 5,454,454.W 1.65% Ass/AA+ 3.09 1.375%Due 10/31/2020 1.67% 5,452,703.41 1.65% 31,647.42 1,751.09 AAA 2.99 9128281,89 US Treasury Note 6,000,000.00 Various 5,895,840.41 98.94 5,936,484A0 1.79% Aaa/AA- 3.34 1.375%Due 1/31/2021 1.81 % 5.916,186.08 1.70% 13,899.45 20,297.92 AAA 3.24 912828TU US Treasury Note 7,000,000.00 Various 6,757,914.08 97.37 6,815,977.00 2.05% Aaa/AA+ 4.00 1.125%Due 9/30/2021 1.89% 6,798,55871 1.81% 216.35 17,418.29 AAA 3.89 91282BT67 US Treasury Note 6,000,000.00 12/13/2016 5,813,691,98 97.T7 5,865,936.00 1.77% Aaa/AA+ 4.09 1.25%Due 10/3112021 1,92% 5,844,116,02 1.82% 31,385.87 21,819.98 AAA 3.94 912828UM US Treasury Note 7,000,000.00 1212612016 6,900,492,20 99.66 6,976,214.00 2.11 % Aaa/AA+ 4.17 1.75%Due 11/30/2021 2.06% 6,915,775.53 1.83% 41,168.03 60,438.47 AAA 3.98 91282BV72 US Treasury Note 3,000,000.00 02/27/2017 3,004,814.74 1W.05 3,001,524.00 0.90% Ass/AA+ 4.34 1.875%Due 113112022 1.84% 3,004,239.01 1.86% 9,476.% (2,715.01) AAA 4.13 91282BJ76 US Treasury Note 5,000,000.00 04125I2017 4,976,383.94 99.43 4,971,680.00 1.49% Aaa/AA- 4.50 1.75%Due 3I31I2022 1.85% 4,978,456S1 1.88% 240.38 (8,776.91) AAA 4.31 912828=5 US Treasury Note 6,000,000.00 0712512017 4,973,454.25 99.27 4,963,475.00 1.W% Ass/AA+ 476 1.75%Due 6130/2022 1.86% 4,974,442.34 lSl% 22,112.77 (10,967.34) AAA 4.52 91282BL24 US Treasury Note 6,000,000.00 012712017 5,987,832.60 99.74 5,984,532.00 1.80% Aaa/AA+ 4.92 1.875%Due 813112022 1,92% 5,987,852.90 1.93% 9,633.98 (3,320.90) AAA 4.67 912828WUO US Treasury Inlabon Index Note 10721,776.00 Various 10.608,015.83 98.99 10,613,850.59 3.19% Aaa/AA+ 679 0.125%Due 7/15I2024 0.23% 10,644,236.43 0.27% 2,840.67 (30,385.8,1) AAA 6.75 107,186,677+34 107,431,611.79 32.33% Aaa I AA+ 3.31 Total US Treasury 109,021,776.00 1.52% 107,329,566ell 1.50% 284,678.07 102,045,79 AAA 3.21 332,760,837.07 332,014,640.38 100.00% Aai I AA 2.74 TOTAL PORTFOLIO 331,422,261A1 173% 331,327,656.54 1.64% 1,185,227.05 686,983.84 AAA 2.44 TOTAL MARKET VALUE PLUS ACCRUED 333,199,867.43 Chandler Asset Management-CONFIDENTIAL 41 J'" Orange County Sanitation District Liquid Holdings Report Account#70282 As of 9/30117 Purchase Da:o Cost Va:u: Mut Price Market Value %of Pod. MoodyIS&P Maturity CUSIP Security Description Par Value/Units Book Yie d Book Va Mkt YTM Accrued Ind. Gain/Loss Fitch Duration AGENCY III 313385MV5 FHLB Discount Note 2,000,000.00 09/29/2017 1,999,366.67 99.97 1,999,472.23 4.04% P-1IA-1+ 0.03 0.95%Due 10/11/2017 0.96% 1,999,472.23 0.96% 0.00 0.00 F-1+ 0.03 313385PEO FHLB Discount Note 5,000,000.00 N/2812017 4,993,579.17 Was 4,993,997.92 10.09% P-1IA-1+ 0.12 1.005%Due I1/13/2017 1.02% 4,993,997+92 1.02% 0.00 0.00 F-1+ 0.12 3137EABA6 FHLMC Note 5,000,000.00 W12612017 5.113,950.00 100.51 5,025,290.00 10.35% Aaa/AA+ 0.13 5.125%Due 11/17Y2017 1.00% 5,026,263.19 1.22% 95,381.94 (963.19) AAA 0.13 12,106,891 12,018,760.15 24.48% Aaa I AAA 0.11 Total Agency 12,000,000.00 1.00% 12,019,723.34 1.10% 95,381.94 (963,19) AAA 0.11 COMMERCIAL PAPER 89233GXWI Toyota Motor Credit Discount CP 1,000,000.00 09/28/2017 999,022.22 99.91 999,113.89 2.02% P-1IA-1+ 0.08 1.1%Due 1013012017 1,12% 999,113,89 1,12% 0.00 0,00 NR 0.08 06538BY80 Bank of Tokyo Mitsubishi NY Discount 1,245,000.00 0710712017 1,239,296.52 9S86 1,243,252.16 2.51 % P-1 IA-1 0.11 CP 1.35% 1,243,252.16 1.35% 0.00 0.00 NR 0.11 1,33%Due 11I8I2017 2,238,318.74 2,242,366.05 4.53% P-11 A-1 0.10 Total Commercial Paper 2,245,000.00 1.25% 2,242,366+05 1.25% 0.00 0.00 NR 0.10 MONEY MARKET FUND Fit 31846V567 First American Govt Obligation MMKT 9,664,320.82 Various 9,664,320,82 1.00 9,664,320.82 19.53% Aaa I AAA 0.00 Cbini 0.89% 9,664,320.82 0.89% 0.00 0.00 AAA 0.00 9,664,320.82 9,664,320.82 19.53% Aaa/AAA 0.00 Total Money Market Fund FI 9,664,320.82 0.89% 9,664,320+82 0.89% 0.00 0.00 AAA 0.00 NEGOTIABLE CD 3591 Svenska Handelsbanken Yankee CD 1,000,000.00 05/08/2017 1,000,019,85 100.00 1,000,000.14 2.03% P-1l A-1+ 0.01 1.175%Due 1002017 1.17% 1,000,000.14 1.17% 4,863.19 0.00 F-1+ 0.01 1,000,019.85 1,000,000.14 2.03% P-1/A-1+ 0.01 Total Negotiable CD 1,000,000.00 1.17% 1,000,000.14 1.17% 4,863.19 0.00 F-1+ 0.01 US CORPORATE 911312AP1 UPS Note 1,000,000.00 05/12/2017 999,580.00 100.00 1,000,000.00 2.03% At/A+ 0.00 1.125%Due 10/1/2017 1.24% 1,000,000.00 1A3% 5,625.00 0.00 NR 0.00 68389XAN5 Oracle Corp Note 1,000,000.00 0313012017 999,870+00 99.99 999,880.00 2.03% At/AA- 0.04 1.2%Due 10/15/2017 1. 2% 999,990.81 1.48% 5,533.33 (110.81) A+ 0.04 166764BC3 Chevron Corp Note 1,000,000.00 0111812017 1,000,780.00 100.00 999,978.00 2.03% Aa2/AA- 0.11 1.344%Due 11NI2017 1.24% 1,000,104.90 1.36% 5,301.33 (126.90) NR 0.11 369604BC6 General Electric Cc Note 1,000,000.00 012(2017 1,033,650.00 100.70 1,006,984.00 2.07% Al/AA- 0.18 5.25%Due 121612017 1.24% 1,007,187+38 1.41% 16,770.83 (203.38) AA- 0.18 Chandler Asset Management-CONFIDENTIAL 42 J'" Orange County Sanitation District Liquid Holdings Report Account#70282 A.of 9/30117 Purchase Da:o Cost Va:u: Mkt Price Market Value %of Pod. MoodyIS&P Maturity CUSIP Security Description Par Value/Units Book Yie d Book Va Mkt YTM Accrued Ind. Gain/Loss Fitch Duration US CORPORATE III 92826CAA0 Visa Inc Note 1,000,000.00 07/12/2017 999,700.00 100.03 1,01 2.03% AI IA- 0.21 1.2%Due 1211412017 1.27% 999,852.00 L03% 3,566.67 493.00 NR 0.21 458140AL4 Intel Corp Note 1,000,000.00 0711312017 1,000,160.00 100.01 1,000,140.00 2.03% Al/A+ 0.21 1.35%Due 1211512017 1.31 % 1,000,080+00 1.28% 3,975A0 60.00 A+ 0.21 46625HGYO JP Morgan Chase Note 1,000,000.00 0411112017 1.032,600.00 101.27 1,012,727.00 2.07% A3/A- 0.29 6%Due 1115/2018 1.57% 1,012,667.88 1.60% 12,666.67 69.12 A+ 0.29 404281-PH9 HSBC USA Inc Note 1,000,000.00 0511112017 1,000,340.00 100A4 1,000,373.00 2.03% A2/A 0.30 1.625%Due 111612018 1.57% 1,000,148.49 1.49% 3,385.42 224.51 AA- 0.29 24422EST7 John Dears Capital Cory Note 1.000000A0 Various 999,619.50 99.89 99918W.W 2.03% A21 A 0.30 1.35%Due 1/16/2018 1.43% 999,776.30 1.39% 2,812.51 83.70 A 0.29 06406HCE7 Bank of New York Callable Note Cont 870,000.00 O6I22I2017 869,364.90 99.91 869,227.44 1.76% At 1 A 0.32 1212512017 1.43% 869,652.49 L58% 2,073.50 (425.05) M. 0.32 1.3%Due 112S12018 691 PNC Bank Callable Note Cant 1/24/2018 1,000,000.00 M12112017 1.000,320.00 100.01 1,000,074.DO 2.02% A2/A 0.40 1.5%Due 2/23/2018 1.40% 1,000,304.13 1.48% 1,583.33 (230.13) A+ 0.31 30231 GALS Enron Mobil Coup Note 1,000,000.00 07/20/2017 999,620.00 Was 991 2.02% Asa/AA+ 0.43 1.305%Due 3/612018 1.37% 999,735.36 1A3% 91 (264.36) NR 0.43 808513AK1 Chades Schwab Corp Callable Note 1,000,000.00 OW01IN17 1,001,100.00 100.03 1,000,331.00 2.02% A21A 0.44 Cant 211012018 1.37% 1.000,564.10 1.41% 875.00 (233.10) A 0.35 1.5%Do.N10/2018 02665WATO American Honda Finance Note 1,000,000.00 0312712017 1,001,140.00 100.05 1,000,450.00 2.02% Al/A+ 0.46 1.5%Due 3/13/2018 1.30% 1,000,533.97 lA0% 750.00 (83.97) NR 0.45 13,937,844.40 13,889,040.44 28.20% At/A+ 0.26 Total US Corporate 13,870,000.00 1.36% 13,890,587.81 1.39% 65,11M.84 (747.37) A+ 0.25 US TREASURY 912828H37 US Treasury Note 5,500,000.00 Various 5,491 98.92 5,495,506.50 11.13% Aaa/AA+ 0.29 0.875%Due 111512018 1.11 % 5,496,258.04 1.15% 10,20041 (751.54) AAA 0.29 912828P20 US Treasury Note 5,000,000.00 09/28/2017 4.991 99.86 4,993,095.00 10.10% Aee/AA+ 0.34 0.75%Due 1/31/2018 1.09% 4,994,443.78 1.16% 6,317.93 (1,MB.78) AAA 0.33 10,488,921.90 10,488,601.50 21.23% Ann I AA+ 0.31 Total US Treasury 10,500,000.00 1.10% 10,490,701.82 1.16% 16,510.34 (2,100.32) AAA 0.31 49,436,321,55 49,303,889.10 100.00% Act IAA+ 0,17 TOTAL PORTFOLIO 49,279,320.82 1.12% 49,307,699,98 1A6% 182,588.31 (3,810.88) AAA (I TOTAL MARKET VALUE PLUS ACCRUED 49,486,477.41 Chandler Areal Management-CONFIDENTIAL 43 C/" OCSD Lehman Exposure Holdings Report Account#10284 As of 9/30117 Purchase D.:d Cost Valu: Mitt Price Market Value %of Pon. MoodyIS&P Maturity CUSIP Security Description Par Value/Units Book Yie Book Val Mkt Y-TIM Accrued Int. G.in/L.se Fitch Duration COMMON STOCK SLHOPNTA4 Lehman Brothers,Inc Open Position 60,64149 11/21/2014 57,842.64 042 25,621.03 13.60% NRINR 000 Lang Exposure 0.00% 57,842.64 0.00% 0100 (32,221,61) NR 000 Due 9/3 012 01 7 57,842.64 25,621.03 13.60% NRINR 0.00 Total Common Stock 60,641.49 N/A 57,842.64 0.00% 0100 (32,221,61) NR 0,00 US CORPORATE 525ESCIB7 Lehman Brothers Note-Defaulted 600,000.00 09/19/2008 344,365,48 6.30 37,800.00 20.06% NR/NR 0.32 Due 1/24/2018 0.00% 344,365.48 0.00% 0.00 (306,565.48) NR 0.00 525ESCOY6 Lehman Brothers Note Defaulted2,000,000.00 09/18/2008 1,112,174.55 6.25 125,000.00 66.34% NR/NR 32.08 Due 10/2nD49 O.00% 1,112,174.55 0.00% 0.00 (987,174.55) NR 0.00 1,456,540.03 162,800.00 86.40% NR/NR 24.71 Total US Corporate 2,600,000.00 N/A 1,456,540.03 0.00% 0.00 (1,293,740.03) NR 0.00 1,514,382.67 188,421.03 100.00% NR/NR 21.35 TOTAL PORTFOLIO 2,660,841.49 N/A 1,514,382.67 0.00% 0.00 (1,325,961.64) NR 0.00 TOTAL MARKET VALUE PLUS ACCRUED 188,421.03 Chandler Asa n Management-CONFIDENTIAL 44 All SECTION 5 Transactions CAI Transaction Ledger Orange County Sanitation District Long Term -Account#10268 June 30,2017 through September 30, 2017 transaction Settlement CUSIP Cranny yea Data Yield Amount laurshi Total Amount Gami _ UISITIONS PurcM1ase 07/07/2017 06538BY80 6,640,000.00 Bank of Tokyo Mitsubishi NY Discount CIO 99542 1,35% 6,609,58142 0.00 6609,58142 0.00 1 33%Due:1110812017 Purchase 071IM017 47788BAB0 960.00060 John%Due ON1512020 Deere Owner Tmm2017-BA2A 1.59 98991 160% 959.916.58 0.00 959.916.58 000 : Purchase 07/IM017 47788BAD8 675,000.00 John D.Owlrer Trust 2017-13 A3 99.993 1.83% 674,950.59 O.CO 674,950.59 0.00 182%Due:101152021 Purchase 07filli 9128281 5.OW.000.00 US Treasury Note 99.469 1.86% 4,973,454.25 6,181 4,979,636.31 0.00 1.75%Due:0613012022 Purchase 01I0912017 O8417GXH6 5,825,W0.00 Bank of N.SMie Yank.CD 100.000 t 57% 5,825,000.00 ON 5,825,000.00 0.00 1.57%Due:CM912018 Purchase OW10017 3133791 4,000,00000 FHLB Note 101 167% 4.030,16000 16.688.67 4,046,82667 0.00 1.875%Due:06111/2021 Purchase 09C=017 912828124 6,OW,WO.00 US Treasury NOW 99.797 1 92% 5,987,832.60 0,701.66 5,996,534.26 0.00 1.875%Di 081 Purchase (IM11f2)9 43814PAB6 985,OW W Honda Auto ReceNadea Miner T 17-3 A2 99.991 158% 964,91021 ODO 964,914.21 0.00 1.57%DUe:0112112020 SUMetal 30,065,000.00 30,025,809.65 31,550.39 30,057,360.04 0.00 Security 07/312017 91282OWUO 9,881 US Treasury fiblikn Index Note 100.000 9,880.00 0.54 9,881 0.00 Contribution 0,125%DUe:0711WO24 Security OMW017 912828WUO 9,672.00 US Treasury Inflation Index Note 100.000 9,672.00 1.54 9,673.54 0.00 Commotion 0.125%Due:0m512024 Subtotal 19,592.00 19,s52.00 2.08 19,554.09 0.00 TOTAL ACQUISITIONS 30.084.552.00 30,045361.65 31,55247 30,076914.12 0.00 DISPOSITIONS Maturity 07I0712017 06538BU76 6,345,000.00 Bank of Tokyo Mitsubishi NY Discount CP 99.600 6,345,000.00 0.00 6,345,000.00 0.00 1.18%Due:0710712017 Maturity 07114f2017 3137EADVB 5.OW.000.00 FHLMC None 100.000 5,000,000.00 0.00 5,000,000.00 000 0.75%Due:0711412017 0111 Transaction Ledger Orange County Sanitation District Long Term -Account#10268 June 30,2017 through September 30, 2017 Transaction Settlement Art Oleo Interest Type Date CUSIP Quantity Ser,rifty Deecriptiorl pro. Yi'*'Id Amount PorlSold Total Amount Gairill-oss Maturity 07114=17 4581X000I 5,000,000.00 Inter-Annericen Do,Benk Note 100.000 5,000,W0.00 0.00 5.000,00.00 0.00 1%Due:07114n017 Maturity OMM017 89233GV29 6,3W.Wo 00 Toyota Mobs Credit Discount CP 99238 61300.W000 0.00 6,300,00000 000 1.23%Due:O810&2017 Subtotal 22,645,W0.00 22,4545,1)1 OAO 22,045,WO.00 0.00 Secant) 0913W017 91282SWUO 6,760.00 US Treasury lopytim lMe[Not. 99.753 6,760.00 1,77 6,761.77 48.92 WiMdrdwal 0.125%Due:0711WO24 Subtotal 6,760.N0 6,760.00 1.77 6,761.77 46.92 TOTAL DISPOSITIONS 29,897,164.52 29,897,164.52 110.401.87 30.007.566.39 48.92 CAI Transaction Ledger Orange County Sanitation District Liquid -Account#10282 June 30,2017 through September 30, 2017 transaction Some Q........ Security Description U. Acp'Disp Interest T Up. ..te Yield Amount PurfSold Total Amount GamiLoss UISITIONS _ PumM1ase 07/06/2017 313397LC3 2000,000.00 FHLMC OIscouMNoi gg g45 1.01% 1996,90644 0.00 1996,90444 0.00 :1%Due a B13uz0n PumM1ase 07106R017 912796LUI 5.000.000.00 US Treasury Bill 99.795 097% 4.989,73865 0.00 4.989,73865 000 0.96%Due:0W2112017 Punches. 07M7C017 06538BY80 1,245,030.00 Bank of Tclp Mitsubishi NY Diacwni CP 99.542 1.35% 1,239,296.52 ON 1,239,296.52 0.00 1,33%Due:1110812011 PumM1ase 0711MO17 91282BH37 2.500,000.00 US Treasury Note 99.871 1.13% 2.4%.785.73 10.816.64 2.507,602.37 0.00 0.875%Due:01/15rz016 Purchase 07114Y017 313385JX5 1,OO ,wo.00 FHLB Discount Note 99.947 1.01% 999,472.22 0.00 999,472.22 0.00 1%Due:08102ne17 PumM1ase 071142017 912796LUl 51000A0000 US Treasury Bill 99.826 O92% 4,991,298.33 0.00 4,991,29833 0.00 0.91%Due:0W2112017 PumM1ase 07I1712017 92826CAA0 1,000,000.00 Use me Note 99.970 1,V% 999,700.00 1,100.00 1,0W,W0.00 0.00 1.2%Due:12114C017 Pmshase 0711MO17 458140AL4 1,083,830.00 leal Corp Note 100.016 131% 1,008160.00 1,237.50 1,001,397.50 0.00 1.35%Dui,a&1512017 Purchase 071IM017 69372AVH2 2.000.00000 Paccar F'mancial Discount CP 99,908 113% 1.998.15000 0.00 1.998.15000 0.00 .11%Due:OW1712017 Purchase 07I19C017 89233GVVT9 2,503,030.00 Toyota year Credit Diaccunt CP 99.776 1.17% 2,494,409.72 0.00 2,494,409.72 0.00 1.15%Due:0912712017 Purchase OMM017 912796UI 5OOO.00D00 US Treasury Bill 99,983 091% 4.999.130.35 0.00 4.999.13035 0.00 0.89%Due:0712712017 Purchass 07ClC017 313385JX5 70D,000.00 FHLB Diawunt Note 99.967 1.W% 699,769.00 0.00 699,769.00 0.00 099%Due:OWD2017 PumM1ase 0MM017 313385MA1 7,500,000.00 FHLB DIrecom Note 99.821 1.04% 7,486,546.88 0.00 7.485,546.88 0.00 1.02%Due:0912&2017 Purchase 07C4 017 313385JX5 2,700,000.00 FHLB Discount Note 99.975 1.00% 2,699,331.75 0.0 2,699,331.75 0.00 0.99%Due:OMD2017 PumM1ase 07OW017 30231GAL6 110M.W000 Ewen Mobil Corp Note 99.962 137% 999,62000 5,038.75 1,004,65875 000 1.305%Due:0MM018 0111 Transaction Ledger Orange County Sanitation District Liquid -Account#10282 June 30,2017 through September 30, 2017 Transaction Settlement Am,Map interest Type Date CUSIP Q- R, Security Description "ies Yie'ld Amount PunSold Total Amount Gairill-on, Purchase 0]I25I2017 313385JX5 1,100,wo.00 FHIB Discount Note 1%Due:08102n017 gg.g]g 1,01% 1,099,]5556 0.00 1.099]55.56 0.00 Purchase OWIWD17 24422EST7 450,00000 John Deere Capital Carp Note 99%8 143% 449,85600 540.00 450,39600 000 1.35%Due:0111W2018 Purchase 0811=017 313385MF0 2,600000.00 FHIB DIsoOunt Note 99.888 102% 2.597.096.66 000 2,597,096.66 0.00 1.01%Due.0912712017 Purchase OR114 017 91292SH37 3,003,030.00 US Treasury Note 99.926 1.10% 2,997,78348 4,351.22 3,002,134.70 0.00 0.875%Due:011156018 Purchase ORMM17 313385MF0 5.000.000.00 FHtB Discount Na4 99.983 101% 4.999.166.67 0.00 4.999.166.67 0.00 1%Due:0912m017 Purchase OMM017 313313ME5 10,OPo,W0.00 FFCB Discount Nate 99.989 101% 9,9p8,688. t, 0M 9,99688B.89 0.00 1%Duc0W W017 Purchase 0912=017 313385MFO 300.00000 FHLB Discount Note 99,986 102% 299.957,92 0.00 299.95792 0.00 1.01%Due OW2712017 Purchase 09QM017 313385MF0 2,200,000.00 FHIB Discount Note 99.986 1.01% 2,199,694.44 o.W 2,199,694.44 0.00 1%Due:0907/2017 Purchase 091M017 880590ME1 2,000,000.00 TVA Discount Note 1%Due OW2W2017 99.989 1.01% 1,999,]AJB 0.00 1,999,P7J5 0.00 : Purchase 091252017 69353REJ3 1,000000.00 PNC Bank Cables Note Cant 1/24/2018 100.032 1.40% 1,000320.00 1,333.33 1,001,653.33 0.00 1.5%Due:02MM18 Purchase M842017 3133UPEO 51000,00000 FHLB Discount Note 99S72 102% 4,993,579,17 0.00 4.90,579,17 0.00 1.005%Due:1111=017 Purchase 09Q=017 892MGM I 1,000000.00 To)vla Motor Crack Discount CP 99902 1,12% 999,022.22 000 999.022.22 0.00 1.1%Due:10MM17 Purchase 0912912017 313385MV5 2,003,030.00 FHLB Discount Note 99.968 696% 1,999,366.67 000 1,999,368.67 0.00 0.95%Due:lWlII2017 Purchase ORQ2 017 912828P20 SOW,000.00 US Treasury Note 99.887 1 09% 4.994.352.69 6.114.13 5.000.466.82 0.00 0.75%Due:0113112018 Subtotal 80,799,000.00 80.718,01.74 30,531.57 80,748A83.31 0.00 TOTAL ACQUISITIONS 80.795.000.00 80.718.931.74 30.531.67 80.749.463.31 0.00 CAI Transaction Ledger Orange County Sanitation District Liquid -Account#10282 June 30,2017 through September 30, 2017 transaction Samice—ut B, Q........ Security Description lince Acclimate Interest T 1P. Date Yield Amount ParlSold Total Amount Sell POSITIONS Maturity 07/062017 9127941 15,000 000 00 U9 Treasury Bill 0 565%Due 07/06201] 100.000 15,000 000 00 0.00 15,000 000 00 0.00 : Mawbrk 07107QO17 003MU76 1.705,00000 Bank of Tok,Mitsubishi NY Discount CP 99,600 1.705,00000 ON 1,705,000.00 0.00 1.18%Due:0710712017 Maturity 07/IM017 39113WEU 1,003,wB00 Toronto Dominion NY Yankee CD 1,2%Due:07113M17 100.000 1,OD3,W0.00 12,133.33 1,012,133.33 0.00 Newark 0711MO17 t590500C4 1,168W0.00 Intl.Bank Recon a Development Note 1.1 2 5%Due 07f1&2017 100.O00 1,1621W0.00 ON 1,162,WO.00 0.00 : Maturity 071192017 89233GUKO 1,9W,W0.00 Toyama Mote,Credit Discount CP 99750 1,9m,mODO ON 1,9w,wOD0 0.00 1.01%Due:0711912017 Mawark 070MO17 912796KB4 51,000,00000 US Treasury BlLL 100m0 510W.00000 O.m 5,000100000 0.00 0.77%Due:072012017 Matuark 07@1f2017 313385JK3 10,000000.00 FHIB Discount Note 100.000 10,OW,W0.00 OW 10,OW,W0.00 0.00 0.85%Due:0712112017 MaWtlty 07a512017 06538BUR2 1,5N,W0.00 Bank of Tokyo MitsubiaM NY Discount CP 99.704 1,503,W0.00 0.00 1,5W,W0.00 0.00 1.12%Due:072512017 Mawark 0]n6f201] 3133WOO 800.000J10 1Discount Not, 100000 800,000.00 ON 800,90000 0.00 1.02%Due:0712512017 Maturity 0712612017 313MW07 19,06QWo.00 iDiscount Note 100.000 19,0m,mo.00 Bm 19,0W,Wo.00 0.00 0.82%Due:0712612017 Maturity 0712712017 912796111 5.000,W000 US Treasury Bill 100000 5.0W.W0.00 O.W 5.0W.W0.00 0.00 0.89%Due:0712712017 Maturity 07/28T017 31331 5,0m,m0.00 FHIB Discount Note 100.000 5,000,000.00 Bud 5,O00,000.00 0.00 086%Due:07128/2017 Newtlrk 072M017 3137ENDJ5 7,OW,WO.00 FHLMC Note 100.000 7,OW,WO.00 ON 7,OW,WO.00 0.00 1%Due:07ne12017 Maturity OBehl 313385J%5 16,503,000.00 FHIB Discount Note 100.000 16,500,000.00 BW 16,500,000.00 0.00 0.979%Due:OMM017 Mawark OWIWD17 47016DA07 1100C,1)(3000 Johnson B Johnson Nate 1000m 1101)(111)(1000 O.m 1,0W,W000 0.00 5.55%Due:0611512017 0111 Transaction Ledger Me Orange County Sanitation District Liquid -Account#10282 June 30,2017 through September 30, 2017 Transaction Settlement Art Oleo Interest Type Date CUSIP Unit I,, Security Description Inc. Yi'*'Id Amount Perolold Total Amount Gainli Matunty 01 691 2,000,000.00 Peccer Financial Discount Do 99908 2,000,000.00 0.00 2000,00.00 0.00 1.11%Due.OW1712017 Mutant, OW10017 3133971LC3 20W,W000 FHLMC Discount Note IWOM 20W,W000 O.W 20W,W000 0.00 1%Due:08131209 Maturity 09212017 912796LU1 23,0W,W0.00 US Treasury Bill 100.000 23,0W,W0.00 OW 23,OW,WO.00 0.00 0.958%Due:092112017 Meant, 092MI)17 3133MMAl 7,503,030.00 FHLB Discount Note 100.000 7,503,030.00 0.03 7,51)(3,0130.00 0.00 1.02%Due:091=2017 Maturity 09262017 313313ME5 10,0W.W0.00 FFCB Discount Note 10D000 10,0W.W0.00 0.00 10.0W.W0.00 0.00 Is,Due 0 912 6 2 017 Maturity 092M017 880590ME1 2,OW,WO.00 TVA Dismount Nate 100.000 2,0 tW0.00 0.03 2,OW,WO.00 0.00 t%Dmc 0N62017 Maturity 09272017 313385MF0 10.1 W,W0.00 FHLB Discount Note 100000 10.1W.W000 O.W 10.1W.W0.00 0.00 1.005%Due:09272017 Maturity 092me17 3135GIM0 6,0W,W0.00 FNMA Note 100.000 6,0W,W0.00 O.W 6,0W,W0.00 0.00 t%Due:M72017 Maturity 09272017 89233GWT9 2,5W,WO.00 Toyota Motor Credit Discount CP 99.776 2,51M,W0.00 OM 2,51M,W0.00 0.00 1.15%Due:OW2712017 Maturity 09292017 3137E 10 5,285,WO.00 FHLMC Note 100.000 5,285,W0.00 O.W 5,285,W0.00 0.00 1%ones OMM017 spenry 09IS2017 91262STS9 2,5W,W000 US Treasury Note 10000 2,5W,W000 O.W 2,500,00000 0.00 0.625%Due:09I302017 Subtotal IWA52,000.00 162,052,11)(10.00 12,133.33 162,460,133.33 0.00 TOTAL DISPOSITIONS 162A52.900.00 162,052.W0.00 12.133.33 162080.133.33 0.00 c111JI Disclosure Information contained herein is confidential. Prices are provided by IDC, an independent pricing source. In the event IDC does not provide a price or if the price provided is not reflective of fair market value, Chandler will obtain pricing from an alternative approved third party pricing source in accordance with our written valuation policy and procedures. Our valuation procedures are also disclosed in Item 5 of our Form ADV Part 2A. Rating Agency Comparisons A summary of investment grade ratings are listed below. More complete descriptions of Moody's and Standard & Poor's ratings are included in the following pages. Quality/Grade Mood 's Standard & Poor's Fitch Best Quality Aaa AAA AAA High Quality Aal AA+ AA+ Aa2 AA AA Aa3 AA- AA- Upper Medium Grade Al A+ A+ A2 A A A3 A- A- Medium Grade Baal BBB+ BBB+ Baa2 BBB BBB Baa3 BBB- BBB1 Moodv's - Investment Grade "Aaa" - Bonds rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk. Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues. "Aa" - Bonds which are rated Aa are judged to be of high quality by all standards. Together with the Aaa group they comprise what are generally known as high grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long-term risks appear somewhat larger than in Aaa securities. "A" - Bonds which are rated A possess many favorable investment attributes and are to be considered as upper medium grade obligations. Factors giving security to principal and interest are considered adequate, but elements may be present which suggest a susceptibility to impairment sometime in the future. Mae" - Bonds which are rated Baa are considered as medium grade obligations; i.e., they are neither highly protected nor poorly secured. Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well. Bonds in the As, A, and Bee are also assigned "1", "2", or "S' based on the strength of the issue within each category. Accordingly, "At" would be the strongest group of A securities and "AY would be the weakest A securities. Be, B, Caa, Ca, and C - Bonds that possess one of these ratings provide questionable protection of interest and principal ("Be" indicates some speculative elements; "B" indicates a general lack of characteristics of desirable investment; "Caa" represents a poor standing; "Ca" represents obligations which are speculative in a high degree; and "C" represents the lowest rated class of bonds). "Caa", "Ca" and "C" bonds may be in default. Standard and Poor's-Investment Grade AAA- Debt rated "AAA" has the highest rating assigned by S&P. Capacity to pay interest and repay principal Is extremely strong. AA - Debt rated "AA" has a very strong capacity to pay interest and repay principal and differs from the highest rated issues only in small degree. A - Debt rated "A" has a strong capacity to pay interest and repay principal although it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher rated categories. BBB - Debt rated "BBB" is regarded as having an adequate capacity to pay interest and repay principal. Whereas it normally exhibits adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal for debt in this category than in higher rated categories. Standard and Poor's - Speculative Grade Retina Debt rated "BB", "B", "CCC", "CC" and "C" is regarded as having predominantly speculative characteristics with respect to capacity to pay interest and repay principal. "BB" indicates the least degree of speculation and "C" the highest. While such debt will likely have some quality and protective characteristics these are outweighed by major uncertainties or major exposures to adverse conditions. BB - Debt rated "BB" has less near-term vulnerability to default than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to inadequate capacity to meet timely interest and principal payments. The "BB" rating category is also used for debt subordinated to senior debt that is assigned an actual or implied "BBB" rating. B - Debt rated "B" has a greater vulnerability to default but currently has the capacity to meet interest payments and principal repayments. Adverse business, financial, or economic conditions will likely impair capacity or willingness to pay interest and repay principal. The "B" rating category is also used for debt subordinated to senior debt that is assigned an actual or implied "BB" or"BB" rating. CCC - Debt rated "CCC' has a currently identifiable vulnerability to default, and is dependent upon favorable business, financial, and economic conditions to meet timely payment of interest and repayment of principal. In the event of adverse business, financial, or economic conditions, it is not likely to have the capacity to pay interest and repay principal. The "CCC' rating category is also used for debt subordinated to senior debt that is assigned an actual or implied "B" or"B" rating. CC - The rating "CC' typically is applied to debt subordinated to senior debt that is assigned an actual or implied "CCC' debt rating. C-The rating"C'typically is applied to debt subordinated to senior debt which is assigned an actual or implied "CCC" debt rating. The "C' rating may be used to cover a situation where a bankruptcy petition has been filed, but debt service payments are continued. Cl -The rating "Cl" is reserved for income bonds on which no interest is being paid. D - Debt rated "D" is in payment default. The "D" rating category is used when interest payments or principal payments are not made on the date due even if the applicable grace period has not expired, unless S&P believes that such payments will be made during such grace period. The "D" rating also will be used upon the filing of a bankruptcy petition if debt service payments are jeopardized. Plus (+) or Minus (-) - The ratings from "AA" to "CCC' may be modified by the addition of a plus or minus sign to show relative standing within the major rating categories. NR-Indicates no rating has been requested,that there is insufficient information on which to base a rating, or that S&P does not rate a particular type of obligation as a matter of policy. 2017-18 First Quarter Report This Page Intentionally Left Blank 'e? Op October 31, 2017 STAFF REPORT Certificates of Participation (COP) Quarterly Report for the Period Ended September 30, 2017 Summary The District began issuing Certificates of Participation (COPS) in 1990. These COPs were a part of our long-term financing plan that included both variable interest rate and traditional fixed rate borrowing. Following are the current outstanding debt issues of the District: In May 2009, the District issued $200 million of fixed rate COPs, Series 2009A at a true interest cost of 4.72 percent for the issue. In May 2010, the District issued $80 million of fixed rate BABs, Series 2010A at a true interest cost of 3.68 percent for the issue. In December 2010, the District issued $157 million of fixed rate BABs, Series 2010C at a true interest cost of 4.11 percent for the issue. In October 2011, the District issued $147.595 million of fixed rate COPS, Series 2011A refunding a portion of the Series 2000 variable rate debt and a portion of the Series 2003 fixed rate debt. The true interest cost for the issue is 2.61 percent. In March 2012, the District issued $100.645 million of fixed rate COPs, Series 2012A refunding the Series 2003 fixed rate debt. The true interest cost for the issue is 3.54 percent. In August 2012, the District issued $66.395 million of fixed rate COPS, Series 2012E refunding the Series 2000 variable rate debt. The true interest cost for the issue is 1.50 percent. With the issuance of Series 201213, there remains no variable interest rate COPS at the District. OCSD ♦ P.O.Box8127 ♦ Fountain Valley,CA 9272M127 ♦ (714)%2-2411 Quarterly COP Report For the Three Months Ended September 30, 2017 Page 2 of 2 In August 2014, the District issued $85.09 million of fixed rate COPS, Series 2014A, refunding a portion of Series 2007B debt. The true interest cost for the issue is 2.34 percent. In February 2015, the District issued $127.51 million of fixed rate COPS, Series 2015A, refunding $152.99 million of the Series 2007E debt. The true interest cost for the issue is 3.30 percent. In March 2016, the District issued $145.88 million of fixed rate CANS, Series 2016A, refunding $162.78 million of the Series 2009A fixed rate debt. The true interest cost for the issue is 3.02 percent. In November 2016, the District issued $109.875 million of fixed rate CANS, Series 201613, refunding the Series 2014B CANS. The true interest cost for the issue is 0.87 percent. In February 2017, the District issued $66.37 million of fixed rate COPS, Series 2017A, refunding $91.885 million of the Series 2007A debt. The true interest cost for the issue is 2.55 percent. Additional Information The graph entitled, "OCSD COP Rate History Report,' shows the various fixed interest rates of the District's thirteen debt issues. Attachments 1. Graph - OCSD COP Rate History Report Prepared by Finance,1 0/3 012 01 7,10:52 AM OCSD COP RATE HISTORY REPORT SEPTEMBER 2017 5.00 4.00 3.00 w 2.00 1.00 0.00 DATE —Son-2007A Rued —B Fi. —Sens,201-FixMSena 2010A Fw" —Se1-201-F— —9anea 2011A Fi. —Genes 20124 Fixetl —r W¢ 101.Fuld ISeM92010A.x —Sloe.2014B Flx¢ Sene52m6A Fkld —Sll1 2016A Fdd —Se.,.166.. —SlmB 2017A F1x¢ HAd epAasdMMCom monWonthl y and Quarterly Treasurer's Report\FV 17-1 MCOP Rate History Report FV 17-18 2017-18 First Quarter Report This Page Intentionally Left Blank ORANGE COUNTY SANITATION DISTRICT FINANCIAL MANAGEMENT DIVISION 10844 Ellis Avenue Fountain Valley, California 92708-7018 714.962.2411 www.ocsd.com 09/30/17 ADMINISTRATION COMMITTEE Meeting Date TOBd.ot Dir. u/08/v a/ts/v AGENDA REPORT emNumber Item Number 4 12 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: ORANGE COUNTY SANITATION DISTRICT COMPREHENSIVE ANNUAL FINANCIAL REPORT FOR THE YEAR END JUNE 30, 2017 GENERAL MANAGER'S RECOMMENDATION Recommend that the Board of Directors receive and file the Orange County Sanitation District's Comprehensive Annual Financial Report for the year ended June 30, 2017, prepared by staff and audited by Macias, Gini & O'Connell, LLP (MGO), Certified Public Accountants, along with the following reports prepared by MGO: A. Report to the Board of Directors; and B. Independent Accountants' Report on Agreed-Upon Procedures Applied to Appropriations Limit Worksheets. BACKGROUND The Comprehensive Annual Financial Report (CAFR) for the year ended June 30, 2017 is being presented for the Committee's consideration. Included within the report are the Orange County Sanitation District's financial statements for the year ended June 30, 2017, along with the Independent Auditor's Report that includes their unmodified opinion. RELEVANT STANDARDS • Annual financial report and audit letter ATTACHMENT The following attachment(s)are included in hard copy and may also be viewed on-line at the OCSD website (wwwocsd.corn with the complete agenda package: • Report to the Board of Directors • Independent Accountants' Report on Agreed-Upon Procedures Applied to Appropriations Limit Worksheets • Comprehensive Annual Financial Report for the Year Ended June 30, 2017 (separate bound document) (separate link) • Presentations to Administration Committee 11/08/2017 Page 1 d 1 Cert ed Account Public Accountants October 26,2017 To the Board of Directors Orange County Sanitation District 10844 Ellis Avenue Fountain Valley,California We have audited the basic financial statements of the Orange County Sanitation District(the District)for the year ended June 30, 2017. Professional standards require that we provide you with information about our responsibilities under generally accepted auditing standards, as well as certain information related to the planned scope and timing of our audit. We have communicated such information in our letter to you dated June 15, 2017. Professional standards also require that we communicate to you the following information related to our audit. Significant Audit Findings Qualitative Aspects of Accounting Practices Management is responsible for the selection and use of appropriate accounting policies. The significant accounting policies used by the District are described in Note 1 to the basic financial statements. The application of existing policies was not changed during 2017. As described in Note 1 to the basic financial statements, the District implemented GASB Statement No. 82,Pension Issues—an Amendment of GASB Statements No. 67, No. 68 & No. 73. As a result of the implementation of GASB No. 82, required supplementary information was slightly revised to include covered payroll (which is payroll on which contributions to a pension plan are based and ratios that use that measure instead of covered-employee payroll. We noted no transactions entered into by the District during the year for which there is a lack of authoritative guidance or consensus. All significant transactions have been recognized in the financial statements in the proper period. Accounting estimates are an integral part of the financial statements prepared by management and are based on management's knowledge and experience about past and current events and assumptions about future events. Certain accounting estimates are particularly sensitive because of their significance to the financial statements and because of the possibility that future events affecting them may differ significantly from those expected. The most sensitive estimates affecting the District's financial statements were: • Valuations of actuarially determined contributions, deferred outflows of resources, deferred inflows of resources, and net pension liability for the District's employee pension plan and additional retiree benefit account plan are based on actuarial calculations, which incorporate actuarial methods and assumptions adopted by the Board of Directors. • Management's estimates of workers' compensation and general liability is based on reports prepared by third party actuarial valuations. We evaluated the key factors and assumptions used to develop the estimate liability in determining that they are reasonable in relation to the financial statements taken as a whole. Macias Gini&O'Connell LLP 0675 MacMM1ur CouR SuRe 600 Npxpoh Bearl�,G91660 www.mgocpa.com 1 • Allowances for uncollectible accounts. Management determines the allowance for uncollectible accounts receivable by evaluating individual customer accounts receivable at least one year past due and considering the customer's financial condition, credit history and current economic conditions. • Management's estimate of depreciation is based on the useful-lives of the capital assets. We evaluated the key factors and assumptions used to develop the useful-lives of the capital assets in determining that it is reasonable in relation to the financial statements taken as a whole. • Actuarial valuations of annual required contributions and the funded status of the other postemployment benefits (OPEB) plan is based on actuarial calculations, which incorporate actuarial methods and assumptions adopted by the Board of Directors. • Fair values of investments are based on quoted market prices or significant other observable inputs from independent published sources.We evaluated the key factors and assumptions used to develop the fair value of investments in determining that it is reasonable in relation to the financial statements taken as a whole. Certain financial statement disclosures are particularly sensitive because of their significance to financial statement users.The most sensitive disclosures affecting the financial statements were: • The disclosure of net pension liability and other postemployment benefits in Note 5 and 6 to the financial statements,respectively, me based on actuarial valuations. • Transactions with Irvine Ranch Water District—Revenue Area No. 14 as disclosed in Note 7. • Local Sewer Facilities Transfer as disclosed in Note 9. The financial statement disclosures are neutral,consistent,and clear. Difficulties Encountered in Performing the Audit We encountered no significant difficulties in dealing with management in performing and completing our audit. Corrected and Uncorrected Misstatements Professional standards require us to accumulate all known and likely misstatements identified during the audit,other than those that are trivial,and communicate them to the appropriate level of management.There were no misstatements detected as a result of audit procedures and corrected by management which were material,either individually or in the aggregate,to the financial statements taken as a whole. Disagreements with Management For purposes of this letter, professional standards define a disagreement with management is a financial accounting, reporting, or auditing matter, whether or not resolved to our satisfaction, that could be significant to the financial statements or the auditor's report. We are pleased to report that no such disagreements arose during the course of am audit. Management Representations We have requested certain representations from management that are included in the management representation letter dated October 26,2017. 2 Management Consultations with Other Independent Accountants In some cases, management may decide to consult with other accountants about auditing and accounting matters,similar to obtaining a"second opinion"on certain situations.If a consultation involves application of an accounting principle to the District's financial statements or a determination of the type of auditor's opinion that may be expressed on those statements, our professional standards require the consulting accountant to check with us to determine that the consultant has all the relevant facts. To our knowledge, there were no such consultations with other accountants. Other Audit Findings or Issues We generally discuss a variety of matters, including the application of accounting principles and auditing standards, with management each year prior to retention as the District's auditors. However, these discussions occurred in the normal course of our professional relationship and our responses were not a condition to our retention. Other Matters We applied certain limited procedures to Management's Discussion and Analysis, Schedule of Proportionate Share of Net Pension Liability,Schedule of District Contributions,Schedule of Net Pension Liability — Additional Retiree Benefit Plan, Schedule of Changes in Net Pension Liability - Additional Retiree Benefit Plan and Schedules of Funding Progress, which are required supplementary information (RSI)that supplements the basic financial statements.Our procedures consisted of inquiries of management regarding the methods of preparing the information and comparing the information for consistency with management's responses to our inquiries,the basic financial statements,and other knowledge we obtained during our audit of the basic financial statements. We did not audit the RSI and do not express an opinion or provide any assurance on the RSI. We were engaged to report on the"Combining Area"financial statements,which accompany the financial statements but are not RSI. With respect to this supplementary information, we made certain inquiries of management and evaluated the form, content,and methods of preparing the information to determine that the information complies with accounting principles generally accepted in the United States of America, the method of preparing it has not changed from the prior period, and the information is appropriate and complete in relation to our audit of the financial statements.We compared and reconciled the supplementary information to the underlying accounting records used to prepare the financial statements or to the financial statements themselves. We were not engaged to report on the introductory and statistical sections,which accompany the financial statements but are not RSI. Such information has not been subjected to the auditing procedures applied in the audit of the basic financial statements, and accordingly, we do not express an opinion or provide any assurance on it. Restriction on Use This information is intended solely for the information and use of the Board of Directors and management of the District and is not intended to be,and should not be,used by anyone other than these specified parties. Very truly yours, r 3 Orange County Sanitation District Independent Accountants'Report on Applying Agreed-Upon Procedures Related to Appropriations Limit Calculation Year Ended June 30,2017 O Certified Public Accountants Cert ed Account Public Accountants Independent Accountants' Report on Applying Agreed-Upon Procedures To the Honorable Members of the Board Orange County Sanitation District We have performed the procedures enumerated below to the accompanying Appropriations Limit Worksheet of the Orange County Sanitation District(the District)for the year ended June 30,2017.These procedures,which were agreed to by the District and the League of California Cities (as presented in the publication titled Agreed-Upon Procedures Applied to the Appropriations Limitation Prescribed by Article XIII-B of the California Constitution), were performed solely to assist the District in meeting the requirements of Section 1.5 of Article XIII-B of the California Constitution.The District's management is responsible for the Appropriations Limit Worksheet. This agreed-upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. The sufficiency of these procedures is solely the responsibility of those parties specified in this report.Consequently,we make no representation regarding the sufficiency of the procedures described below either for the purpose for which this report has been requested or for any other purpose. The procedures performed and our findings me as follows: 1. We obtained the completed worksheets setting forth the calculations necessary to establish the District's appropriations limit and compared the limit and annual adjustment factors included in those worksheets to the limit and annual adjustment factors that were adopted by resolution of the District Board of Directors.We also compared the population and inflation options included in the aforementioned worksheets to those that were selected by a recorded vote of the District Board of Directors. Finding:No exceptions were noted as a result of our procedures. 2. For the accompanying Appropriations Limit Calculation, we added Line A, last year's limit, to Line E,total adjustments,and compared the resulting amount to Line F,current year's limit. Finding:No exceptions were noted as a result of our procedures. 3. We compared the current year information presented in the accompanying Appropriations Limit Calculation to the appropriate supporting calculations described in item 1 above. Finding:No exceptions were noted as a result of our procedures. 4. We compared the prior year Appropriations Limit presented in the accompanying Appropriations Limit Calculation to the prior year Appropriations Limit adopted by the Board of Directors for the prior year. Finding: We noted a$1,666 variance based on the procedures performed. However, the variance was due to rounding as the District reports the Appropriations Limit in thousands, rounding $101,768,666 down to $101,767,000. Macias Gini&O'Connell LLP 0675 MacMM1ur CouR SuRe 600 Npxpoh Bearl,.G91660 www.mgocpa.com 1 We were not engaged to and did not conduct an examination or review, the objective of which would be the expression of an opinion or conclusion, respectively, on the accompanying Appropriations Limit Calculation of the District. Accordingly, we do not express such an opinion or conclusion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you.No procedures have been performed with respect to the determination of the appropriations limit for the base year, as defined by Article XIII-B of the California Constitution. This report is intended solely for the information and use of the Board of Directors and management of the District, and is not intended to be, and should not be, used by anyone other than these specified parties. However,this report is a matter of public record and its distribution is not limited. i / P-'S (,h, C7'Cal�e(! r Newport Beach,California October 26,2017 2 Orange County Sanitation District Appropriations Limit Calculation Year Ended Jane 30,2017 Amount Source A. Last year's limit $ 95,682,784 B. Adjustment factors: 1. Population change 1.00940000 State Finance 2. Per capita change 1.05370000 State Finance Total adjustments [(B.1 x B.2)-1.01 0.06360478 C. Annual adjustment 6,085,882 (BxA) D. Other adjustments: 1. Lost responsibility(-) - 2. Transfer to private (-) - 3. Transfer to fees (-) - 4. Assumed responsibility(+) Subtotal E. Total adjustments 6,085,882 (C+D) F. This year's Inn@ $ 101,768,666 (A+E) 3 Comprehensive Annual Financial Report For the Year Ended June 30, 2017 MR o iv SAN,,. Presenter: Lina Hsiao N P Accounting Supervisor 9� �2 t�NC THE SMd\Q Comprehensive Annual Financial Report (CAFR) • Important to bond rating agencies and investors • Meets GFOA's Excellence Award Standard • Fully explains the financial operations of OCSD • Prepared for the 24rd consecutive year Financial Measurements Change in Net Position FinancialPosition Available Change in Spending Cash and Investments Resources Financial Change in Cost Performance Net Position Increased $ 122 . 7 Million (in thousands) Percentage Increase Increase 2017 2016 (Decrease) (Decrease) Assets Current & Other Assets $600,066 $ 609,676 $ (9,610) -1.6% Capital Assets, Net 2,603,458 2,569,440 34,018 1.3% Deferred Outflows 74,510 90,762 (16,252) -17.9% Total Assets/Def. Outflows $3,278,034 $3,269,878 $ 8,156 0.2% Liabilities Current Liabilities $99,376 $ 102,319 $ (2,943) -2.9% Noncurrent Liabilities 1,107,765 1,225,948 (118,186) -9.6% Deferred Inflows 29,671 23,039 6,632 28.8% Total Liab./Def. Inflows $1,236,809 $ 1,351,306 $ (114,497) -8.5% Net Position Net Investment in Capital Assets $1,504,898 $ 1,429,269 $ 75,629 5.3% Unrestricted 536,327 489,303 47,024 9.6% Total Net Position $2,041,225 $ 1,918,572 $ 122,653 6.4% Net Position Increased $ 122 . 7 Million Over the Prior Year + 156.7 M Increase in Prior Year Change in Net Pos. Source of Funds + 6.8 M Reverse Prior Year Restatement (GASB 73) + 10.3 M Increase in Non-operating Revenues 2. 1 M Decrease in Service Charges & Fees 1.6 M Decrease in CFCC + 3.2 M Decrease in Operating Expense Use of - 44.8 M Increase in Non-operating Expense Funds - 5.8 M Increase in Depreciation & Amort. $122 .7 M Increase in Net Position over the Prior Year Change in Net Position - Last 5 Years +$122.7 M +$121 .6 M +$156 -$60.5 M $1,701 M $1,822 M $1,762 M $1,919 M $2,041 M FY 12-13 FY 13-14 FY 14-15 FY 15-16 FY 16-17 Cash and Investments Decreased $33 . 7 Million Cash Provided by: $195.3 M Net Proceeds from Debt Issuance ( Refunding) 98.8 M Net Operating Activities 88.0 M Property Tax Revenues 15.9 M CFCC Fees 7.9 M Interest Received 4.3 M SARI Line Project Reimbursements -4.6 M Unrealized Loss on Investments $ 405.6 M Cash Provided Cash and Investments Decreased Cash Used by: $33 . 7 Million (cont'd) $212.5 M Debt Retirement ( Refunded) 104.5 M Net Capital Outlay 47. 1 M Debt Interest Payments 35.6 M Debt Principal Payments 38.8 M Sewer Service Transfer and Other Obligation 0.8 M Debt Issuance Costs $ 439.3 M Cash Used $405.6 M Cash Provided - $439.3 M Cash Used = $33.7 M Decr. i Collection , Treatment and Disposal Cost — Comparison of Budget to Actual For the Year Ended June 30, 2017 Under (Over) Budget Actual Budget Personnel Cost $89,289,800 $91,604,774 $(2,314,974) -2.6% Contr. & Prof. Svc. 28,799,250 27,239,977 1,559,273 5.4% Materials & Supplies 16,148,250 14,863,560 1,284,690 8.0% Repairs & Maint. 16,722,411 14,797,7601 1,924,651 11.5% Utilities 6,842,240 6,118,857 723,383 10.6% Other 7,736,599 6,314,237 1,422,362 18.4% Cost Allocation (19,182,030) (20,137,574) 955,544 -5.0% Total Oper. Expense $146,356,520 $140,801,591 $5,554,929 3.8% Collection , Treatment and Disposal Cost - Comparison of Budget to Actual (cons°d) For the Year Ended June 30, 2017 Operating Cost Under (Over) Budget Explanation Salaries & Wages $(2,314,974) Higher than anticipated changes in salaries and lower retirements. Repairs & Maint. 1,924,651 Unanticipated decreases in repair materials, services, and agreements. Utilities 723,383 New operating strategy implemented and decreased activities and outfall pumping. Other 1,422,362 Lower than anticipated training and furniture and fixturespending. Subtotal Under Budget $1,755,422 I Collection , Treatment & Disposal Costs = $ 140.8 Million Decrease of $0.6M or 0.4% from the prior year: • Salaries and Benefits decreased $1.4 M, or 1.5% The decrease is primarily due to lower Retirement Benefit costs. • Cost allocation increased $0.8 M, or 4.0% Cost allocation out to the capital improvement program (CIP) increased as a result of the increase in the overall CIP and indirect costs used to support Operations. � T Collection , Treatment & Disposal Costs = $140.8 Million (cont'd) • Repair Materials & Services increased $1.8 M, or 13.8% The increase is primarily due to a retro adjustment payment to IRWD for Harvard Avenue Trunk Sewer (HATS) and an increase in repair materials purchases. • Contractual Services increased $0.7 M, or 2.9% The increase is due to an increases in Security Services , services for the Civil Assets Management Program (CAMP), and Temporary Services due to position vacancies and additional staffing needs. The increase somewhat is offset by a saving of renegotiation of composting contract rates. • Materials and Supplies decreased $1.0 M, or 6.3% The decreases are mainly brought about by chemical process optimization and a decrease in unit costs, offset by an increase of purchases for tools and equipment from the prior year. Cost Per Million Gallons $2,071 $2,110 $2,055 $1,906 $1,937 4PRII I FY12-13 FY13-14 FY14-15 FY15-16 FY16-17 Cost Per Million Gallons has Leveled Out since Reaching Full Secondary Treatment Standards and Providing the Most Optimum Treated Water for GWRS Auditor 's Report Unmodified opinion on Financial Statements No report on Internal Controls as no material weaknesses or significant deficiencies were uncovered . Questions ? ' I i � o U E ... ms GJ d O. m Lo n o ¢ u m 9 v U •� .� ''^^ Euo 23 L V m y Q1 ( cc1 c v � o c d 0, v 0. u LU A p C ry O N N - n` w 30 � � n> CU C- O a-j V .yam _V E N C O c � U O 0- V1 V) E Q C N N O ;� O V ra rn. 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Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: REIMBURSEMENT AGREEMENT WITH ORANGE COUNTY FLOOD CONTROL DISTRICT FOR LANE CHANNEL PROJECT, PROJECT NO. FE16-11 GENERAL MANAGER'S RECOMMENDATION Approve a Reimbursement Agreement with the Orange County Flood Control District for the protection of the Von Karmen Trunk Sewer in the City of Irvine, for an amount not to exceed $414,167. BACKGROUND The Orange County Sanitation District (Sanitation District) owns and maintains the Von Karman Trunk Sewer, including a 36-inch sewer inside a concrete encasement under the Orange County Flood Control District's (OCFCD) Lane Channel. This section of sewer is located at the intersection of Von Karmen Avenue and the 1405 freeway in the City of Irvine. OCFCD has paramount land rights by virtue of easement dedications to the County of Orange in 1965. RELEVANT STANDARDS • Maintain collaborative and cooperative relationships with neighboring agencies • Operate and maintain facilities to minimize impacts on surrounding communities, including odor, noise, and lighting • Less than 2.1 sewer spills per 100 miles PROBLEM Lane Channel has significant erosion in the vicinity of the Sanitation District's sewer. In addition, the Sanitation District has two manholes on the channel levees. OCFCD is leading a project to restore the condition of Lane Channel and the Sanitation District's sewer is within the restoration area. If not properly protected, the construction activities could adversely affect the Sanitation District's sewer and manholes. PROPOSED SOLUTION Protect the 36-inch Von Karmen Trunk Sewer, concrete encasement, and manholes. Page 1 of 3 Enter into a Reimbursement Agreement with OCFCD, accepting the following terms to the Von Karman Trunk Sewer protection: • OCFCD shall prepare integrated contract documents for channel improvements incorporating the Sanitation District's plans and specifications for protection of the sewer. • OCFCD to be responsible for the award and administration of a contract to OCFCD's selected contractor. • The Sanitation District shall inspect and accept the construction work. • OCFCD shall issue necessary change orders after Sanitation District review and approval. • The Sanitation District shall implement a sewer bypass plan in the event of a spill. • The Sanitation District shall accept OCFCD's project dewatering flows in its sewer in exchange for OCFCD waiver of administration fees. • The Sanitation District shall reimburse OCFCD for all costs related to the construction for the protection of the sewer and manholes for an amount not to exceed $414,167. TIMING CONCERNS OCFCD intends to bid the Lane Channel project in late 2017, and begin the construction project by March 2018. It is important for the Reimbursement Agreement to be executed prior to bidding to ensure that assets will be protected properly. In addition,the Sanitation District would like Lane Channel restored as soon as possible to reduce risk for the sewer and manholes. RAMIFICATIONS OF NOT TAKING ACTION Without the Reimbursement Agreement, the protection of the Sanitation District facilities would need to be bid and constructed by the Sanitation District and would negatively impact the OCFCD project schedule and cost. PRIOR COMMITTEE/BOARD ACTIONS June 2017 - Approved a Sole Source Professional Design and Construction Support Services Agreement with HDR Engineering, Inc. for the Lane Channel Crossing Project, Project No. FE16-11, for an amount not to exceed $131,939, plus 10% contingency ($13,194). ADDITIONAL INFORMATION In 2015, the Sanitation District became aware of the erosion and took steps to reduce risk for the Sanitation District in the event of further erosion prior to implementation of the OCFCD project. In the event construction costs exceed the estimated $414,167, staff shall seek Board approval and authorization prior to any cost increase. Page 2 of 3 CEQA OCFCD is the lead agency and has determined the project to be categorically exempt under Class 2 Section 15302, Replacement or Reconstruction. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation DistricPs Purchasing Ordinance. This item has been budgeted and the budget is sufficient for the recommended action. FY Budget 2017-18, Appendix, Page A-7. ATTACHMENT The following attachment(s)is provided in hard copy and may also be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: Reimbursement Agreement KM:RD:sa:gc Page 3 of 3 Agreement MA-080-17011141 LANE CHANNEL REIMBURSEMENT AGREEMENT THIS LANE CHANNEL REIMBURSEMENT AGREEMENT ("AGREEMENT"), for the purpose of identification is hereby numbered MA-080-17011141 and entered into this day of 2017("EFFECTIVE DATE"),BY AND BETWEEN ORANGE COUNTY FLOOD CONTROL DISTRICT, a body corporate and politic, hereinafter referred to as "OCFCD" AND ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT", which are sometimes individually referred to as"PARTY", and collectively referred to as "PARTIES" RECITALS WHEREAS, OCFCD plans to improve a segment of OCFCD's Lane Channel (OCFCD Facility 4F08) emanating upstream of Jamboree Road to downstream of Main Street(hereinafter the"CHANNEL") lying in part within an unincorporated area of the County of Orange and in part within the City of Irvine; WHEREAS, OCFCD's improvement project("PROJECT") shall consist of. (1)Restoring the CHANNEL to a condition consistent with its record drawing, (2)Lining the CHANNEL with a geocell structure,in-plane with the surrounding graded slope surface, and (3)Regrading and reconstructing the maintenance road and walkway adjacent to the CHANNEL; WHEREAS, SANITATION DISTRICT owns, operates and maintains a 36" sewer line ("FACILITY"),traversing below the CHANNEL as depicted on Exhibit A attached hereto and by this reference incorporated herein in accordance with Public Property Encroachment Permit No. 84-00604("SEWER PERMIT"); WHEREAS, SANITATION DISTRICT acknowledges it has sole responsibility for maintenance of the FACILITY and relocation of said FACILITY when necessary for the reconstruction or alteration of the CHANNEL pursuant to the terms of the SEWER PERMIT; WHEREAS,the PARTIES understand the FACILITY may be impacted by the proposed PROJECT if appropriate protective measures are not followed and desire to collaborate to integrate into the PROJECT plans and specifications adequate procedures, specifications, protections and restrictions as needed to fully protect the FACILITY in place and avoid the need for relocation; W29.003-1212550(1148-2017) Pege 1 of 16 Agreement MA-080-17011141 LANE CHANNEL REIMBURSEMENT AGREEMENT WHEREAS, a Spill Prevention Containment and Countermeasure Plan and a conceptual plan for the temporary protection of the sewer pipeline have been prepared by SANITATION DISTRICT and their design engineer, on SANITATION DISTRICT's behalf, ("CONTRACT DOCUMENTS") and have been determined to be sufficient to implement into OCFCD's bid package for the protection of SANITATION DISTRICT's FACILITY from adverse impact during the implementation of the PROJECT; WHEREAS, OCFCD's construction contractor for the PROJECT (the "CONTRACTOR")is required to design and implement a temporary protection of the sewer pipeline and implement the Spill Prevention Containment and Countermeasure Plan, as required in the CONTRACT DOCUMENTS, for the SANITATION DISTRICT review and approval to protect FACILITY; WHEREAS, SANITATION DISTRICT and its design engineer have determined that such CONTRACT DOCUMENTS will be sufficient to protect the FACILITY so long as the CONTRACT DOCUMENTS (inclusive of any modifications to the CONTRACT DOCUMENTS mutually agreed to by the PARTIES in writing) is fully and faithfully adhered to and implemented; WHEREAS, the CONTRACT DOCUMENTS have been incorporated into the PROJECT final design plans and bid package such that the PROJECT may be completed without impacting SANITATION DISTRICT'S FACILITY, subject to the understanding that SANITATION DISTRICT will retain all responsibility,financial and otherwise,for the preparation and adequacy of all design elements of the CONTRACT DOCUMENTS in accordance with the terms herein; WHEREAS, OCFCD seeks SANITATION DISTRICT's cooperation in the review of any PROJECT change order("CHANGE ORDER")that may impact the FACILITY or implementation of the CONTRACT DOCUMENTS; and, WHEREAS, the PARTIES mutually desire to enter into this AGREEMENT to set forth the terms governing their cooperation and coordination with one another in the PROJECT activities covered by this AGREEMENT in order to avoid impacts on the FACILITY by implementation of the PROJECT in a manner complying with the CONTRACT DOCUMENTS. AGREEMENT NOW THEREFORE,it is mutually understood and agreed by the PARTIES as follows: INCORPORATION OF RECITALS: The recitals are incorporated into this AGREEMENT by this reference. SECTION I. TERM This AGREEMENT shall remain in full force and effect through satisfaction of SANITATION DISTRICT's obligations set forth under SECTION IV(SANITATION 84629.003-1212550(1148-2017) P,g 2of 16 Agreement MA-080-17011141 LANE CHANNEL REIMBURSEMENT AGREEMENT DISTRICT RESPONSIBILIITES), Items 1, 16 and 17 herein, or until December 31,2020, whichever is later(the foregoing is referred to as the"Term"of this AGREEMENT);provided, however,that the obligations described in SECTION V(MUTUAL DEFENSE AND INDEMNIFICATION)hereinbelow shall continue to apply following expiration of the Term to all causes of action or other claims in law or equity that result out of the PARTIES actions pursuant to this AGREEMENT during the Term hereof with respect to performance of the PROJECT and/or implementation of the CONTRACT DOCUMENTS. This AGREEMENT may be extended upon mutual written agreement by the PARTIES' REPRESENTATIVES, as defined below. This AGREEMENT shall terminate immediately by its own terms if OCFCD does not award the PROJECT and notifies SANITATION DISTRICT in writing that it has made a final decision not to proceed with the PROJECT. SECTION II. REPRESENTATIVES 1. OCFCD REPRESENTATIVE: The Director of the Orange County Public Works Department or his designee,hereinafter referred to as"DIRECTOR," shall be OCFCD's representative in all matters pertaining to this AGREEMENT. 2. SANITATION DISTRICT REPRESENTATIVE: The Board of Directors of SANITATION DISTRICT shall designate an authorized representative,referred to as "SANITATION DISTRICT REPRESENTATIVE,"to be SANITATION DISTRICT's representative in all matters pertaining to this AGREEMENT. All references herein to SANITATION DISTRICT REPRESENTATIVE shall refer to that SANITATION DISTRICT REPRESENTATIVE, or to any further designee of such SANITATION DISTRICT REPRESENTATIVE,who is identified by the original SANITATION DISTRICT REPRESENTATIVE as its representative for any purpose(s)of this AGREEMENT with prior written notice to OCFCD, in accordance with the terms herein,naming any individual who is to have access to the PROJECT area during construction to provide oversight inspection as a SANITATION DISTRICT REPRESENTATIVE . 3. OCFCD's REPRESENTATIVE and SANITATION DISTRICT's REPRESENTATIVE may sometimes be referred to collectively herein as"PARTIES' REPRESENTATIVES." SECTION 111. OCFCD RESPONSIBILITIES OCFCD SHALL: 1. Be the lead agency under the California Environmental Quality Act of 1970, California Public Resources Code § 21000 et seq., as amended, for the PROJECT,which PROJECT shall include the CONTRACT DOCUMENTS and their implementation though the completion of the PROJECT construction. 2. Upon approval of the CONTRACT DOCUMENTS by the DIRECTOR, incorporate the CONTRACT DOCUMENTS into the PROJECT construction bid package as a component of the PROJECT's plans and specifications. DIRECTOR shall not modify,waive or alter any provisions of the CONTRACT DOCUMENTS approved by SANITATION DISTRICT without W29.003-1212553(1148-2017) Page 3 of 16 Agreement MA-080-17011141 LANE CHANNEL REIMBURSEMENT AGREEMENT SANITATION DISTRICT'S REPRESENTATIVE'S written consent, which shall not be unreasonably withheld. 3. Award a construction contract ("CONSTRUCTION CONTRACT") for the PROJECT to a CONTRACTOR who is appropriately registered and licensed to practice in the State of California and require construction of the PROJECT in compliance with PARTIES' agreed upon CONTRACT DOCUMENTS as a material term of that CONSTRUCTION CONTRACT. Any material modification to the CONSTRUCTION CONTRACT relating to the CONTRACT DOCUMENTS shall be approved by SANITATION DISTRICT'S REPRESENTATIVE,which approval shall not be unreasonably withheld. 4. Allow the SANITATION DISTRICT a forty-five (45)day review period of CONTRACTOR submittals concerning the CONTRACT DOCUMENTS and seven(7) days to respond to Requests for Information(RFIs)related to the CONTRACT DOCUMENTS or their implementation. 5. Require that the OCFCD Resident Engineer notify the SANITATION DISTRICT in writing forty-five(45)business days in advance of PROJECT construction commencement, and provide advance written notice of PROJECT work being performed in the immediate vicinity of the FACILITY. OCFCD shall further ensure that the CONTRACTOR will cooperate with the SANITATION DISTRICT'S performance of closed circuit TV/video inspections of the FACILITY within thirty(30) days prior to commencement of construction work, and at PROJECT sign-off. 6. Be responsible for PROJECT contract award and for the administration and performance of CONTRACTOR under the CONSTRUCTION CONTRACT. Coordinate with SANITATION DISTRICT REPRESENTATIVE for quality assurance/quality control of activities relating to implementation of the CONTRACT DOCUMENTS and performance of the work to SANITATION DISTRICT standards and the requirements of the CONTRACT DOCUMENTS. 7. Invite a SANITATION DISTRICT REPRESENTATIVE to all construction progress meetings that are focused on the FACILITY, and provide SANITATION DISTRICT REPRESENTATIVE with contractor schedules and updates. 8. Provide the SANITATION DISTRICT 48-hour notice prior to any construction work related to the FACILITY, and provide a SANITATION DISTRICT REPRESENTATIVE with access to the CHANNEL for purposes of observation and inspection of the implementation of the CONTRACT DOCUMENTS. 9. Require the CONTRACTOR obtain and provide evidence of insurance policies with coverage in accordance with the terms of the awarded CONSTRUCTION CONTRACT for the PROJECT, which names the SANITATION DISTRICT and its elected and appointed officials,officers, agents and employees as additional insureds using ISO form CG 2010 or CG 2033, or a form at least as broad,and shall, additionally, contain language providing for waiver of subrogation. 81629.003-1212553(1148-2017) Page 4 of 16 Agreement MA-080-17011141 LANE CHANNEL REIMBURSEMENT AGREEMENT 10. Prior to the issuance of the Notice to Proceed to the CONTRACTOR,provide SANITATION DISTRICT with the CONTRACTOR's policies and endorsements naming SANITATION DISTRICT as an additional insured. 11. Require that any and all labor and materials bonds and performance bonds required to be supplied by the CONTRACTOR for the PROJECT shall include SANITATION DISTRICT as a named obligee on said bonds. 12. Furnish a representative to perform the usual functions of a Resident Engineer with respect to the performance of the PROJECT,and who shall cooperate and consult with a SANITATION DISTRICT REPRESENTATIVE regarding implementation of the requirements of the CONTRACT DOCUMENTS. 13. In consideration of the SANITATION DISTRICT's expedited processing of the OCFCD permit application seeking approval for discharge of water to the SANITATION DISTRICT in connection with implementing or completing the PROJECT("SPECIAL PURPOSE DISCHARGE PERMIT") and waiving of any associated permit charges set forth in Section IV below, OCFCD shall waive any OCFCD supervisory, administrative or overhead fees and/or charges to SANITATION DISTRICT in connection to implementation or administration of the CONTRACT DOCUMENTS except for costs incurred due to a SANITATION DISTRICT default in performance or those charges specified in Section IV which are SANITATION DISTRICT's responsibility, namely costs for: (i) the design of a temporary protection of the sewer pipeline, (ii)the implementation of the temporary protection of the sewer pipeline,and(iii)the implementation of the Spill Prevention Containment and Countermeasure Plan.; 14. Issue CHANGE ORDERS in accordance with the terms specified in SECTION VI (CONTRACT DOCUMENTS MODIFICATIONS)upon receipt of a SANITATION DISTRICT-initiated CHANGE REQUEST related to implementation of the CONTRACT DOCUMENTS,provided that the work and/or changes described in the CHANGE REQUEST would not,in the DIRECTOR's sole judgment,interfere with successful completion of the PROJECT. 15. In the event that such a CHANGE REQUEST would, in the judgment of the DIRECTOR, interfere with the successful completion of the PROJECT, OCFCD and SANITATION DISTRICT REPRESENTATIVE shall meet and confer to develop a CHANGE REQUEST that is mutually acceptable to the PARTIES. For the purposes of cost-responsibility, such CHANGE ORDERS developed under this provisionshall be considered to have been implemented pursuant to a SANITATION DISTRICT CHANGE REQUEST. 16. In the event the SANITATION DISTRICT defaults in the performance of any of its obligations under this AGREEMENT or breaches any of the provisions of this AGREEMENT, DIRECTOR may give written notice to the SANITATION DISTRICT describing such default. The SANITATION DISTRICT shall have three (3)business days following receipt of such notice of default to cure such default; provided if such default is not curable within said three(3) business days, OCFCD may, at DIRECTOR's reasonable discretion,grant such additional time as is necessary to cure. If the default is not cured within said three(3)business days (or such W29.003-1212559(1148-2017) P,g 5d16 Agreement MA-080-17011141 LANE CHANNEL REIMBURSEMENT AGREEMENT additional time granted by OCFCD), OCFCD may make the necessary correction or cause it to be made and the cost thereof, including but not limited to the cost of labor, materials, and equipment shall be paid to OCFCD by the SANITATION DISTRICT within 30 days of receipt of a statement of said cost from DIRECTOR. The remedies set forth in this paragraph may be exercised at the DIRECTOR's sole discretion, and are not exclusive of other remedies that may be available in law or equity,or under this AGREEMENT. 17. Accept the PROJECT work from the CONTRACTOR as complete and release any related bonds provided by the CONTRACTOR,but only upon receipt of SANITATION DISTRICT REPRESENTATIVE`s written certification that all components of the CONTRACT DOCUMENTS were adhered to and implemented to SANITATION DISTRICT's satisfaction during the PROJECT and the FACILITY has not suffered any damage from performance of the PROJECT . 18. Upon SANITATION DISTRICT acceptance of the completion of the PROJECT in accordance with the above requirements, send SANITATION DISTRICT an Invoice and Final Accounting Report stating the final payment due to OCFCD under this AGREEMENT pursuant Section N(SANITATION DISTRICT RESPONSIBILIITES)Item 20 hereinbelow. The Invoice and Final Accounting Report shall contain all customary supporting documents and information required to document and confirm the costs contained therein. SANITATION DISTRICT shall have the right to review the records and books of OCFCD,upon reasonable advance written notice to the DIRECTOR and at SANITATION DISTRICT's sole cost and expense, in order to confirm or audit any charges for which SANITATION DISTRICT requests further confirmation;provided that OCFCD shall reimburse SANITATION DISTRICT for any out-of-pocket costs incurred in connection with such review if the charges to SANITATION DISTRICT are determined to have been overstated by more than 5%for any reason. 21. Provide CHANNEL As-Built drawings which reference the FACILITY upon completion of the PROJECT. SECTION IV. SANITATION DISTRICT RESPONSIBILUTES SANITATION DISTRICT SHALL: 1. Confirm with OCFCD, concurrent with execution of this AGREEMENT and as a condition precedent to such execution,that all funds advanced by OCFCD at the direction of SANITATION DISTRICT for work related to the CONTRACT DOCUMENTS or the FACILITY that may have occurred prior to the EFFECTIVE DATE including but not limited to payment(s)to design engineer for costs associated with providing initial development of the CONTRACT DOCUMENTS, have been reimbursed and that there are no further reimbursements due to OCFCD. 2. Prior to the EFFECTIVE DATE, submit to the DIRECTOR for OCFCD review and approval: (a) CONTRACT DOCUMENTS prepared and signed by the SANITATION W29.003-1212553(1148-2017) Page 6 of 16 Agreement MA-080-17011141 LANE CHANNEL REIMBURSEMENT AGREEMENT DISTRICT'S design engineer and the SANITATION DISTRICT, and(b)any available FACILITY reports, including all inspections on the FACILITY's condition. 3. Meet and confer with OCFCD's DIRECTOR or representative to resolve any disputes over the CONTRACT DOCUMENT'S compatibility with the PROJECT plans and specifications which may arise in the implementation of the Project, such that the PROJECT may be completed and the FACILITY protected during implementation of the PROJECT. 4. Deliver to OCFCD, at no cost to OCFCD, a video inspection of the FACILITY meeting reasonable specifications which have been prepared by OCFCD and approved in writing by the DIRECTOR. This video inspection shall be performed within thirty (30)business days prior to the scheduled commencement of construction for the PROJECT,provided that SANITATION DISTRICT has received timely notice of that commencement. 5. During the Term of this AGREEMENT, comply with the insurance requirements set forth in Exhibit B, which is attached hereto and incorporated herein by this reference, in regard to maintaining insurance coverage for all SANITATION DISTRICT employees, contractors, and agents, including but not limited to any SANITATION DISTRICT REPRESENTATIVE, entering the PROJECT area in connection with this AGREEMENT with the understanding SANITATION DISTRICT may submit evidence of sufficient self-insurance with respect to its employees performing such work. 6. Create and deliver to OCFCD any CHANGE REQUESTS for additional work beyond that provided for by the CONTRACT DOCUMENTS and/or changes to work provided for by the CONTRACT DOCUMENTS which SANITATION DISTRICT subsequently determines to be necessary to ensure the protection of SANITATION DISTRICT's FACILITY in accordance with the intent of the CONTRACT DOCUMENTS. 7. In the event that a CHANGE REQUEST initiated by SANITATION DISTRICT would, in the judgment of the DIRECTOR, interfere with the successful completion of the PROJECT, SANITATION DISTRICT REPRESENTATIVE shall meet and confer with OCFCD's Resident Engineer to develop a CHANGE REQUEST that is mutually acceptable to the PARTIES. For the purposes of cost-responsibility, CHANGE ORDERS developed under this provision IV(7) shall be considered to have been implemented pursuant to a SANITATION DISTRICT CHANGE REQUEST. 8. Review and provide OCFCD written approval or disapproval of any proposed submittals to implement OCFCD initiated CHANGE ORDERS with respect to the PROJECT within 10 business days of receipt;provided, that, SANITATION DISTRICT consent is not necessary for CHANGE ORDERS that do not impact the CONTRACT DOCUMENTS or its implementation or the protection of the FACILITY contemplated thereby. 9. Review CONTRACTOR submittals concerning the CONTRACT DOCUMENTS for conformance with the requirements of the CONTRACT DOCUMENTS and provide comments to OCFCD within forty-five (45)days after receipt of the submittal. 81629.003-1212553(1148-2017) Page 7 of 16 Agreement MA-080-17011141 LANE CHANNEL REIMBURSEMENT AGREEMENT 10. Respond to RFIs clarifying the requirements of the Contract Documents to OCFCD as soon as possible or within seven(7)days of receipt of the RFIs. 11. The current estimate of costs which are the SANITATION DISTRICT's responsibility,i.e. (i)the design of a temporary protection of the sewer pipeline, (ii) the implementation of the temporary protection of the sewer pipeline, and(iii) the implementation of the Spill Prevention Containment and Countermeasure Plan, in accordance with the intent of this AGREEMENT, is Four Hundred Fourteen Thousand and One Hundred Sixty-Seven Dollars ($414,167) (collectively named"INITIAL COST ESTIMATE"). Unless SANITATION DISTRICT initiated CHANGE ORDERS increase the cost of implementing the CONTRACT DOCUMENTS, the cost of implementing the CONTRACT DOCUMENTS that is allocated and charged to SANITATION DISTRICT for the implementation of the CONTRACT DOCUMENTS shall not exceed the INITIAL COST ESTIMATE,unless further authorization of any additional expense is first approved by the SANITATION DISTRICT Board of Directors. The PARTIES have included within this Initial Cost Estimate a 30%contingency factor. However, if the cost of funding the implementation of the CONTRACT DOCUMENTS should subsequently exceed the INITIAL COST ESTIMATE for any reason,the PARTIES shall meet and confer with each other to discuss the reason for such cost overrun and to equitably allocate such additional cost based upon the reasons therefor; provided,that, in any event, any further increase in the SANITATION DISTRICT's cost share beyond the amount of the INITIAL COST ESTIMATE shall require, and shall be subject to, the approval and authorization of the SANITATION DISTRICT's Board of Directors, and the SANITATION DISTRICT REPRESENTATIVE shall not have the authority to agree to any further cost increase without such Board of Directors authorization. 12. Following commencement of the PROJECT,the SANITATION DISTRICT shall pay monthly or quarterly progress payments to OCFCD within thirty days after receipt of an invoice from OCFCD for the current costs incurred for the CONTRACT DOCUMENTS' implementation and reasonable supporting documentation of those costs which are SANITATION DISTRICT's responsibility which documentation shallspecify the scope of the work performed, the performing party(ies),the dates of performance and such other reasonable documentation as SANITATION DISTRICT may request. 13. To the extent implementation of the CONTRACT DOCUMENTS requires issuance of any SANITATION DISTRICT permit,the SANITATION DISTRICT shall be financially responsible for all costs related to obtaining such pemrit. 14. Prior or concurrent with the EFFECTIVE DATE of this AGREEMENT,provide to OCFCD a Spill Prevention,Control and Countermeasure Plan for the CONTRACTOR to implement in accordance with the CONTRACT DOCUMENTS. 15. Promptly report to the DIRECTOR in writing any spills, foes,revocation of permits,receipts of notices of violation, reports, or other incidents involving any hazardous or toxic substance, material,or waste as defined by statute, ordinance, case law, governmental regulation or other provision of the law or which is or shall become regulated by any governmental entity or agency("Hazardous Materials")which is, or becomes, located upon, within or under the CHANNEL(including in the soil and/or in the groundwater within the W29.003-1212550(1148-2017) P,g 8of 16 Agreement MA-080-17011141 LANE CHANNEL REIMBURSEMENT AGREEMENT CHANNEL area) due to SANITATION DISTRICT operations during the Term of this AGREEMENT, including,but not limited to, all of the following due to SANITATION DISTRICT operations: (i) all required reports of spills, storage, use or existence of Hazardous Materials, including notices of any such release of Hazardous Materials required by Superfand, EPCRA,California Health & Safety Code Section 25359.7,or any other applicable law or regulation; (ii)all spills and other releases of Hazardous Materials; (iii) all fires; (iv) all notices of suspension or revocation of any permits, (v)all notices of violation from Federal, state or local authorities; (vi)all orders under the Hazardous Waste Control Act and the Hazardous Substance and Account Act, and the corresponding Federal statutes conceming investigations,compliance schedules, cleanup or other remedial action; (vii) all orders under the Porter-Cologne Act, including corrective action orders, cease and desist orders, or cleanup and abatement orders; (viii)all notices of violation from OSHA or Cal-OSHA concerning employees'exposure to Hazardous Materials; and(ix) all complaints and other pleadings filed related to the use, storage, disposal or release of Hazardous Materials on or from the FACILITY. 16. Through the actions of its SANITATION DISTRICT REPRESENTATIVE in accordance with the terms herein, oversee implementation of the CONTRACT DOCUMENTS and provide quality control of all activities performed pursuant to the CONTRACT DOCUMENTS in coordination with the CONTRACTOR and the OCFCD Resident Engineer, and charge the SANITATION DISTRICT REPRESENTATIVE with the responsibility to inspect all activities performed during the PROJECT for conformity with the CONTRACT DOCUMENTS' requirements,and to communicate and collaborate with OCFCD'S Resident Engineer to implement the CONTRACT DOCUMENTS and to resolve any deviations from the PROJECT's approved plans and specifications necessary to implement and adhere to the CONTRACT DOCUMENTS. The SANITATION DISTRICT REPRESENTATIVE shall notify OCFCD'S Resident Engineer if any deviations in implementing the requirements of the CONTRACT DOCUMENTS are observed by the SANITATION DISTRICT REPRESENTATIVE and if SANITATION DISTRICT REPRESENTATIVE becomes aware that CONTRACTOR is not performing work required by the terms of the CONTRACT DOCUMENTS. 17. Coordinate with OCFCD's Resident Engineer any SANITATION DISTRICT REPRESENTATIVE activities necessary to ensure the quality control of the activities constituting or relating to the implementation of the CONTRACT DOCUMENTS, and be solely responsible for all costs payable for this oversight work.by the SANITATION DISTRICT REPRESENTATIVE. 18. Provide expedited permit processing of OCFCD SPECIAL PURPOSE DISCHARGE PERMIT application seeking approval for discharge of water to the SANITATION DISTRICT in connection with implementing or completing the PROJECT. In consideration for OCFCD's waiver of fees or charges and in accordance with the terms in Section III above, SANITATION DISTRICT shall waive any permit charges in connection with the SPECIAL PURPOSE DISCHARGE PERMIT issued by SANITATION DISTRICT with respect to implementing or completing the PROJECT. The SPECIAL PURPOSE DISCHARGE PERMIT will be subject to hydraulic capacity and permit requirements. 81629.003-1212553(1148-2017) Page 9 of 16 Agreement MA-080-17011141 LANE CHANNEL REIMBURSEMENT AGREEMENT 19. Without limitation of any rights SANITATION DISTRICT may have against the CONTRACTOR,upon completion of the PROJECT as determined by OCFCD's DIRECTOR and conveyed in writing to the SANITATION DISTRICT, and upon SANITATION DISTRICT concurrence with such determination,provide OCFCD with the SANITATION DISTRICT's written certification that OCFCD fulfilled all responsibilities required of it under this AGREEMENT regarding implementation of the CONTRACT DOCUMENTS during the PROJECT,which written certification shall not be unreasonably withheld. 20. Provide to OCFCD final payment for implementing the CONTRACT DOCUMENTS after SANITATION DISTRICT's certification of the successful implementation of the CONTRACT DOCUMENTS as described above, and within thirty business (30) days receipt of an Invoice and Final Accounting Report from OCFCD that includes the following, and such other supporting documentation as SANITATION DISTRICT may reasonably request: (A) The actual sum incurred by OCFCD with respect to line items shown in the accepted bid for implementation of the CONTRACT DOCUMENTS and any other work by the CONTRACTOR required to protect the FACILITY and authorized in writing by the SANITATION DISTRICT; (B) CHANGE ORDER expenses approved in writing by the SANITATION DISTRICT REPRESENTATIVE with respect to work involving the CONTRACT DOCUMENTS and any other work required to protect the FACILITY, if any; and, (C) Reimbursement of all funds advanced by OCFCD and not already described above, which are in furtherance of the implementation of the CONTRACT DOCUMENTS for which the SANITATION DISTRICT has financial responsibility,provided such advance had been approved in writing by the SANITATION DISTRICT REPRESENTATIVE prior to disbursement. SECTION V. MUTUAL DEFENSE AND INDEMNIFICATION 1. SANITATION DISTRICT agrees to indemnify,defend with counsel approved in writing by OCFCD's Board of Supervisors, which approval shall not be unreasonably withheld, and hold harmless OCFCD and the COUNTY and their elected and appointed officials, employees, and agents ("OCFCD/COUNTY INDEMNITEES") and their property from all loss, injury, liability,damages, claims,costs and expenses,whether incurred by or made against OCFCD, COUNTY or any of the OCFCD/COUNTY INDEMNITEES (including attorney's fees and court costs)in connection with(i)breach of this AGREEMENT by the SANITATION DISTRICT or its elected and appointed officials,employees and agents ("SD INDEMNITEES'); (ii)the willful misconduct or negligent acts or omissions of SANITATION DISTRICT, SO INDEMNITEES or any of them relating to or connected with creation and/or implementation of the CONTRACT DOCUMENTS; (iii)the accuracy of any materials,methodology and/or other documentation provided by SANITATION DISTRICT to OCFCD, OCFCD/COUNTY INDEMNITEES or any of them in furtherance of the implementation of the CONTRACT DOCUMENTS or in performance of this AGREEMENT; and(iv)any discharge, spill or release from the FACILITY not caused by OCFCD,any OCFCD/COUNTY INDEMNITEES, or any party acting on their behalf or under their direction, including the CONTRACTOR and any of its W29003-1212550(1148-2017) Page 10 of 16 Agreement MA-080-17011141 LANE CHANNEL REIMBURSEMENT AGREEMENT subcontractors;provided, however,that(a) OCFCD timely provides SANITATION DISTRICT notice after OCFCD becomes aware of any fact, condition or event which may reasonably give rise to SANITATION DISTRICT's obligation to defend and indemnify OCFCD under this section and, (b)nothing in this subparagraph shall operate to relieve OCFCD or any OCFCD/COUNTY INDEMNITEES from responsibility for, or to require their indemnification with respect to, any loss, injury, liability, damages, claims, costs or expenses to the extent determined by a court of competent jurisdiction to have been proximately caused by the willful misconduct or negligent acts or omissions of OCFCD,the OCFCD/COUNTY INDEMNITEES, any party acting on their behalf or under their direction,including the CONTRACTOR and any of its subcontractors of any degree, or any of the foregoing. 2. OCFCD agrees to indemnify, defend with counsel approved in writing by the SANITATION DISTRICT,which approval shall not be unreasonably withheld, and hold harmless the SANITATION DISTRICT and the SD INDEMNITEES,and their property from all loss, injury, liability, damages, claims, costs and expenses, whether incurred by or made against SANITATION DISTRICT, SD INDEMNITEES or any of the them (including attorney's fees and court costs) in connection with(i)breach of this AGREEMENT by OCFCD or the OCFCD/COUNTY INDEMNITEES, (ii)the willful misconduct or negligent acts or omissions of OCFCD,the OCFCD/COUNTY INDEMNITEES, or any of them relating to or connected with creation and/or implementation of the PROJECT; (in)the accuracy of any materials, methodology and/or other documentation provided by OCFCD to SANITATION DISTRICT, the SD INDEMNITEES or any of them in furtherance of the implementation of the PROJECT or in performance of this AGREEMENT; and(iv) any discharge, spill or release from the FACILITY caused by OCFCD, any OCFCD/COUNTY INDEMNITEES, or any party acting on their behalf or under their direction, including the CONTRACTOR and any of its subcontractors of any degree;provided,that (a) SANITATION DISTRICT timely provides OCFCD notice after SANITATION DISTRICT becomes aware of any fact, condition or event which may reasonably give rise to OCFCD's obligation to defend and indemnify SANITATION DISTRICT under this section and, (b)nothing in this subparagraph shall operate to relieve SANITATION DISTRICT or any SD INDEMNITEES from responsibility for, or to require their indemnification with respect to, any loss, injury, liability, damages, claims, costs or expenses to the extent determined by a court of competent jurisdiction to have been proximately caused by the willful misconduct or negligent acts or omissions of SANITATION DISTRICT, SD INDEMNITEES,any party acting on their behalf or under their direction, or any of the foregoing. 3. SANITATION DISTRICT hereby releases and waives all claims and recourse against OCFCD and County including the right of contribution for loss of or damage to property, damage to or interruption of use of the FACILITY, or injury to or death of any person arising from erosion, flood, storm events or flood overflow conditions of the CHANNEL not caused by the willful misconduct or negligent acts or omissions of OCFCD or any OCFCD/COUNTY INDEMNITEES, or any party acting on their behalf or under their direction, including the CONTRACTOR and any of its subcontractors of any degree. OCFCD hereby releases and waives all claims and recourse against SANITATION DISTRICT including the right of contribution for loss of or damage to property, damage to or interruption of use of the CHANNEL, or injury to or death of any person arising from erosion, flood, storm events or flood overflow conditions not caused by the willful misconduct or negligent acts or omissions of W29.003-1212550(1148-2017) Page 11 of 16 Agreement MA-080-17011141 LANE CHANNEL REIMBURSEMENT AGREEMENT SANITATION DISTRICT or any SD INDEMNITEES, or any party acting on their behalf or under their direction. 4. The PARTIES acknowledge that the CHANNEL is designed to convey storm runoff which may contain certain pollutants and that OCFCD's operation of the CHANNEL is governed by Municipal Separate Stomf water Sewer System Permit Order No. R8-2009-0030 as amended by Order No. R8-2010-0062 ("MS4 Permit')issued by the California Regional Water Quality Control Board and Santa Ana Regional Water Quality Control Board, and that said MS4 Permit sets forth OCFCD's obligations to reduce pollutants in stormwater conveyed through the CHANNEL. Nothing in this section should be interpreted to impose any liability or obligation on OCFCD under the AGREEMENT concerning pollutants present in the stormwater conveyed by the CHANNEL that exceeds OCFCD's reduction obligations under the MS4 Permit. SECTION VI. CHANGE REQUEST A modification to the CONSTRUCTION CONTRACT to implement the CONTRACT DOCUMENTS through a CHANGE ORDER may be initiated by the SANITATION DISTRICT REPRESENTATIVE with a written CHANGE REQUEST for an alteration to the PROJECT's plans and specifications conveyed to the OCFCD's Resident Engineer. All costs and charges associated with implementing changes requested in CHANGE ORDERS initiated by SANITATION DISTRICT's CHANGE REQUESTS shall be reimbursed to OCFCD, or paid directly by, SANITATION DISTRICT. Furthermore,to the extent that SANITATION DISTRICT approval is required for implementation of OCFCD-initiated CHANGE ORDERS due to potential impacts of those CHANGE ORDERS on the CONSTRUCTION CONTRACT to implement the CONTRACT DOCUMENTS or its successful implementation, SANITATION DISTRICT shall be financially responsible for, and required to reimburse OCFCD for, the portions of the costs of those CHANGE ORDERS related to changes to,or in the implementation of,CONSTRUCTION CONTRACT to implement the the CONTRACT DOCUMENTS if,but only if,the portion of such CHANGE ORDER is necessary to protect the FACILITY and the need for such CHANGE ORDER is due to factors outside the control of the PARTIES and was unforeseeable by any PARTY or its agents or consultants at the time of approval of the original plans implementing the CONTRACT DOCUMENTS. OCFCD's DIRECTOR or designee shall review all CHANGE REQUESTS and either approve or deny them. If OCFCD's DIRECTOR denies a SANITATION DISTRCT-initiated CHANGE REQUEST,the PARTIES shall meet and confer to develop a new CHANGE ORDER that is mutually acceptable to both PARTIES and addresses SANITATION DISTRICT's underlying concern that prompted its CHANGE REQUEST. For the purposes of cost- responsibility, SANITATION DISTRICT initiated CHANGE ORDERS developed under this paragraph shall be considered to have been implemented pursuant to SANITATION DISTRICT CHANGE REQUEST. SANITATION DISTRICT-initiated CHANGE REQUESTS shall,upon their approval by OCFCD's DIRECTOR, lead to the creation of a CHANGE ORDER by OCFCD that will serve to modify the terms and provisions, and become part,of the CONSTRUCTION CONTRACT and the plans implementing the CONTRACT DOCUMENTS. W29.003-1212550(1148-2017) Page 12 of 16 Agreement MA-080-17011141 LANE CHANNEL REIMBURSEMENT AGREEMENT OCFCD's Resident Engineer shall convey all DIRECTOR-approved CHANGE ORDERS to CONTRACTOR, and direct CONTRACTOR to implement all changes requested by said CHANGE ORDERS. If OCFCD's Resident Engineer requires changes to performance of the PROJECT that may or will impact implementation of the CONTRACT DOCUMENTS,the DIRECTOR shall send the proposed CHANGE ORDER submittal to the SANITATION DISTRICT REPRESENTATIVE for approval. SANITATION DISTRICT REPRESENTATIVE shall review and expeditiously respond to any such CHANGE ORDER. SANITATION DISTRICT REPRESENTATIVE shall not unreasonably withhold consent to CHANGE ORDER submittals. If the SANITATION DISTRICT REPRESENTATIVE does not respond to a CHANGE ORDER within ten(10)business days, the CHANGE ORDER will be deemed approved,unless the CHANGE ORDER would result in increased costs payable by SANITATION DISTRICT or would adversely impact the CONTRACT DOCUMENTS or their implementation, in which case the CHANGE ORDER requires the written approval of the SANITATION DISTRICT REPRESENTATIVE and may not be approved by a deemed approval. SANITATION DISTRICT consent is not necessary for CHANGE ORDERS that do not impact the CONTRACT DOCUMENTS or its implementation. If SANITATION DISTRICT conditions its approval of a CHANGE ORDER on OCFCD's making certain changes to that CHANGE ORDER as it relates to the CONTRACT DOCUMENTS and which are not already required by or contemplated in order to maintain consistency with the CONTRACT DOCUMENTS,the costs in implementing those SANITATION DISTRICT-requested changes shall be treated as if they were implemented by CHANGE REQUEST initiated by SANITATION DISTRICT and shall be the financial responsibility of SANITATION DISTRICT. SECTION VII. MISCELLANEOUS PROVISIONS 1 . ENTIRE AGREEMENT AND CONSTRUCTION: This AGREEMENT contains the entire AGREEMENT between the PARTIES with respect to the matters provided for herein. 2. NOTICE: All notices or other communication provided for herein shall be in writing and shall be personally served or delivered by United States mail, registered or certified return receipt requested,postage prepaid, addressed as follows: SANITATION DISTRICT: OCFCD: Attn: Robert Thompson Attn: Elsa Ramirez, Utilities Unit Orange County Sanitation District OC Public Works/Project Management 10844 Ellis Avenue County of Orange Fountain Valley,CA 92708 300 North Flower Street Santa Ana, CA 92703 Any PARTY may,by notice to the others, designate a different address for notices that shall be substituted for that specified above. Any notice given as provided in this subparagraph shall be deemed to have been received, if personally served, as of the date and time of service, or if deposited in the mail as provided above, forty-eight(48)hours after deposit in the mail. W29.003-1212550(1148-2017) Page 13 of 16 Agreement MA-080-17011141 LANE CHANNEL REIMBURSEMENT AGREEMENT 3. SUCCESSORS AND ASSIGNS: The terms and provisions of this AGREEMENT shall be binding upon and inure to the benefit of the PARTIES hereto and their successors and assigns. Neither PARTY to this AGREEMENT shall assign its rights and obligations hereunder without the consent of the other PARTY,which consent shall not be unreasonably withheld or delayed. 4. APPROVALS: Unless otherwise specified in this AGREEMENT any approval required to be given by either PARTY pursuant to the terms of this AGREEMENT(except for approvals required to be given by SANITATION DISTRICT'S Board of Directors and/or OCFCD's Board of Supervisors), shall be requested in writing and be deemed given if no written response to the PARTY's request for such approval is received by the requesting PARTY within thirty(30)business days following a request for such approval, provided that prior to such deemed approval, the requesting PARTY shall provide a second written notice stating that this is a second notice,that the initial 30 day period for response has passed and that,unless the requesting PARTY receives a response within 5 business days after receipt of this second notice, the approval requested in the original notice will be deemed to have been given. 5. EXECUTION IN COUNTERPARTS: This AGREEMENT may be executed in counterparts, each of which when executed and delivered shall be considered an original, and when taken together shall constitute a single document. 6. ATTORNEY'S FEES: In any action or proceeding brought to enforce or interpret any provision of this AGREEMENT, or where any provision hereof is validly asserted as a defense, each PARTY shall bear its own attorney's fees and costs. 7. AMENDMENTS: No alteration or variation of the terms of this AGREEMENT shall be valid unless made in writing and signed by the PARTIES hereto,and no oral understanding or AGREEMENT not incorporated herein shall be binding on any of the PARTIES hereto. 8. COMPLIANCE WITH APPLICABLE LAW: Each PARTY and their respective contractors shall at all times and in all respects comply with all applicable federal, state and local laws,ordinances regulations and permits with respect to their performance of this AGREEMENT. 9. INTERPRETATION: This AGREEMENT shall be construed and enforced in accordance with California law. The PARTIES acknowledge that the PARTIES and their counsel have reviewed and revised this AGREEMENT and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting PARTY shall not be employed in the interpretation of this AGREEMENT or any exhibits or amendments hereto. 10. SEVERABILITY: If any part of this AGREEMENT is held, determined or adjudicated to be illegal, void or unenforceable by a court of competent jurisdiction,the remainder of this AGREEMENT shall be given effect to the fullest extent reasonably possible. W29.003-1212550(1148-2017) Page 14 of 16 Agreement MA-080-17011141 LANE CHANNEL REIMBURSEMENT AGREEMENT 11. AUTHORITY: The PARTIES represent and warrant that this AGREEMENT has been duly authorized and executed and constitutes the legally binding obligation of their respective organization or entity, enforceable in accordance with its terms. IN WITNESS WHEREOF,the PARTIES hereto have caused this AGREEMENT to be executed by their officers thereunto duly authorized on the date written above. ORANGE COUNTY SANITATION DISTRICT Dated: By: Gergory C. Seboum,PLS Board Chairman ATTEST: By: Kelly A. Lore Clerk of the Board APPROVED AS FORM: By: Dennis Roy, Abram Roy LLP Special Counsel W29.003-1212550(1148-2017) Page 15 of 16 Agreement MA-080-17011141 LANE CHANNEL REIMBURSEMENT AGREEMENT ORANGE COUNTY FLOOD CONTROL DISTRICT Dated: By: Chairwoman of its Board of Supervisors Signed and certified that a copy of this document has been delivered to the Chairwoman of the Board per G.C. Sec. 25103,Reso 79-1535 By: Robin Sticler Clerk of the Board of Supervisors Orange County, California APPROVED AS TO FORM Office of the County Counsel Orange County, California Date: By: W29.003-1212550(1148-2017) Page 16 of 16 EXHIBIT A -P,UB :IC PROPERTY.ENCROACH&'NT PERMIT coumamplom pE510NRTE0 PRWE: iaa-aa9a ENVWON MAL-K#AQ&MWAcm" PeRMbmW YrinElnMnb lalePlgblona REOULATION/PUBM PROPERTYPERIa1f ae i'8 elldatlop I4,. n:.nmlw:a vel�naa the 4nm vao .... .^, IRI.I.PPs"+RmIMCrRFA,fI,NY£RFm . ... ebixmN. - Tx r i f 3 'E Av ,rsli I 11110 BMb. P'b.�,l�rM.�G::wisdrtbNwarml. c ' .;w[_ Se SjN lal y�,eSsLn �P� Tm wwly.ea.errbw(Ma.Irsliwpl G.11ifbrP?P!A'^ wPlaa�iro.1�+4 r..f'1 „ i z,e- -- ^vu.:.'a 1. �1NP,Mr[W,PIINRMrIPMNIRrI y,�.,.,�.-._:.lv�. NUMBER . . .-COmty'�8ati1CAt3per�liC[$'C Titi`t`7 '•. Y .p J•I• -. :er z�R eW;l:,_' tYT 10844 Ellie Aveml Folmcal4 7a1lgP C,!}}tPSII.1A l27Q8_ ,x r LNE. t 708 .. rnl �..,..� rR[ 'e'1 e 1 u m. 1t .✓f' r r++ f�[+ n •:. Cale P.,aq-m Dares+ PERMRTEDUSE: 'U�PIXCanippraplNy MlriiYry •,_ela�eu.. � ieParbr+mrwilvlrslrr i fw'�lo: . TO `Install. �opm-Attee.,. and mab,"� 4 eaw.14e rlthta Co,4M7'4 Lae Cbemal .. .' .. :IIY.1. �Tnl nY :.n :yliL' '..�, iF,".:':.I::.Ii d.'F:3L. •':Cr' 9fyti � ....nf1+142.a.9•k:^:. : ... tea . i•:..ty r.n �`SX$t:V:: .n rv.t�. .. LOCATIONOFWORK: i•nal:»,:.a�:' ' "•i:.. •.r, srn ,. o'er d:.,>- u.,,;, ,gafnme. ,{' ... 1.:: ' ~V•[C':n. v. .., M•[y:v.. t u.:_1a :+9r}y..' ol.,a.:,�5[.p'• s :b5•na.iOCp••8(S.: � �'\. Von P.!!9N'f$VIYIII,®��'Y°�SOj'O'�tNW�7: :':•••+"•r;�+lam.N4k:'>,C.Biklu�ul.��: . .. ? '. .•. y�.: . ti„^!t' ![TL':'pm. f4_c��DW4. `M '� � -. 5,.�7 a •f197 s :51nwn a a!4 llE4atapc fi'ni§7at=i�.� �"•�.�r r• ' :: F4mpeep'. . I PERWTTEE•BACCEPTANCE: :�,.. ' r • [' . �CnOIRfIYAPPRQVAL � �1 :��t. 43 1@69 Pa1nln.4 eawlk"WrnYtWgsatri4mP/xM7Mhbr6Aliflpl.V[lyy�y.+� F1�: :� ., ., e . ` 3 !I'CN Y . PROM. I , I PERMIT IR6P�TOIISTEPOIrt-1DlO�1T S" _ -•. Q! +OpaieL'1EERa •'•- 1 `✓ . TR.77'lt!'wat! !!1»nI"1I 6- .,SBUILT plln.jklW lnaWlps NOW Su 111W RrwlthW E"FM! �.Fne WIR111cIMf'TWmrgrinSlruCibn4MtdIXtM REMARM y'1 P ami+ -.PEIWR SUPEMMMNDEKM WGR(tTURE MTE � K 1 _. I AA it -P . MURRAY STORM DIRECTOR,EMA H.A U NTY O F DIRECTOR OF REGULATION 2 1 MAILING ADDRESS: 3 � so. o AOM RANG E SANTA ANA,M.O. C4x927M ENVIRONMENTAL MANAGEMENT AGENCY REGULATION ' 900 CIVIC CENTER DRIVE WEST FILE SANTA ANA,CALIFORNIA 4714)SJLfara Jill 2 3 I984 Application Reference No. -County Sanitation District No. 1 10844 Ellis Avenue Fountain Valley, California 92708 Attention: Tom Dawes . Your request for a permit to use property under the jurisdiction of the Hoard of Super- visors has been: ❑ Received and is presently being reviewed by this agency's Public Property Permits Division. Upon completion of our review, you will be notified of the results. ❑ Received by this agencyla Public Property Permits Division. In order to complete our processing, please provide the following: QAccepted and will be approved by this agency's Public Property Permits Division, subject to execution of the enclosed permit by the permittee, or an authorized representative. Plea toed to Y;, fora rtu al co ie for final rocessin b this office. An approved copy will be retu your records. ❑ Approved subject to your compliance with the provisions Of the enclosed fully executed permit. Inspection services shall be arranged, as noted in the permit, prior to com- mencement of the permitted use. Any,questions regarding our permit procedures may be directed to the person whose name and telephone number are noted below. i Al Vym , , TiG/�iL_5707 Division Representative RepreBentat ive a Telephone Number ej R. D. Burk, Manager RDH.am Public Property Permits Division F0150$1f Omt1 SPECIAL PROVISIONS 84-00604 ' Pamil No. A. No open cutting or removal of the county flood control channel section shall be permitted between October 15 and April 15 except under condi- tions and a timing schedule meeting approval of county's assigned Inspector. Permittee's contractor shall provide for the free flow of storm runoff in the flood control channel at all times and permittee agrees to assume full liability for any damage that may be caused by contractor's failure to do so. B. The county possesses limited rights in the area of this permit which may not be sufficient for permittee's purposes. Permittee acknowledges the limitations of county's rights and agrees to secure permission from any other owners required for exercise of rights permittde needs. C. Permittee shall construct the permitted works in accordance with approved plans subject to inspection and approval by county's assigned inspector. Certification for all materials and work, including compaction tests, .. shall be furnished by permittee upon request. Certification shall be made by a certified testing agency or firm acceptable to the county. D. By acceptance of this permit, permittee agrees that the permitted Instal- lations to be made within county right of way shall be the property of permittee and permittee shall be responsible for maintenance thereof. E. Permittee agrees to relocate the installations to be made under this permit promptly upon written notice so to do, entirely at its expense, when necessary for the constructions reconstruction,. improvement or alteration of county's flood control district works. P. This permit shall become void in the event the use permitted is abandoned for a period exceeding one (1) year. Upon commencement of work, all opera- tions, including clean-up and restoration of county right of way, shall be completed within sixty (60) calendar days. C. In the event the permitted facilities, after installation, are abandoned, permittee agrees to remove said facilities, if required, and restore county right of way to the satisfaction of county's inspector. 11. Permittee acknowledges its responsibility to carry or require its con- tractor to carry adequate workers' compensation, public liability and property damage insurance coverage. I. No work shall be performed within County's right-of-way without the full knowledge of County's inspector, who shall be given not less than 24-hours advance notice of the initiation of the work by calling 834-3488. 1-79 OI PECTOP,EMA N,I RRIZAN d NTY OF DIRECTOR OF REGULATION 7 I MAILING AOOREEe: BOX.048 S i RANGE SANTA RNA,CA 927W ENVIRONMENTAL MANAGEMENT AGENCY REGULATION AOe CIVIC CENTER DRIVE WEST FILE SANTA ANA,CALIFORNIA I11419342919 AUG 2 1994 JUL 2 7 084 Application Reference NO,. County Sanitation District No. 7 - v 10844 Ellis Avenue Fountain Valley, California 92708 Attention: Tom' Dawes Your request for a permit to use property under the jurisdiction of the Board of Super- visors has been: ❑ Received and is presently being reviewed by this agency's Public Property Permits Division. Upon completion of our review, you will be notified of the results. ❑ Received by this agency's Public Property Permits Division. In order to complete our processing, please provide the following: ❑ Accepted and will be approved by this agency's Public Property Permits Division, subject to execution of the enclosed permit by the permittee, or an authorized representative. Please return all conies for final orocessinx by this office. An approved copy willbe returned to you for your records. PApproved subject to your compliance with the provisions of the enclosed fully executed permit. Inspection services shall be arranged, as noted in the permit, prior to com- mencement of the permitted use. Any questions regarding our permit procedures .may be directed to the person whose name and telephone nuplber are noted below. vie n epresentative epxesentative'e Telephone Number r Manager RDB:am Public Property Permits Division .(ba FM5d51117n,11 County of Orange aPPMICTnnaa No.:84^�d4�� Environmental Management Agency Regulation/Public Property Permits Division DATE: REQUEST FOR VERIFICATION To: aM flus'lAon FROM: R.D. Burk,M,annaaw SUBJECT: «Gt )"i '• V1 fT rS lLl '�T0. �IZ'��oO '�]I 'F7Z _ Please review attached arM pr ide Public Properly Permits Division your comments br ansider win our permit processing. It you have any questions or wish to discuss this proposal,please anted: (Centror p�)or G P (Cenlw y 70 7 It no response is received by / O� we will assume your ancurrance or that your division has no Comments on this matter. By: RESPONSE: I 'GLt.0.+7M tI J ,e/'p VC Odl tPOtJ a By: _ m: Permit File Date T�� County of OrangeRMr 9 APPLICATION NO.:0 -��-�r�F1 Environmental Management Agency ���---��<---� RegulatioivPublic Property Permits Division DATE: Ai h_ 84- TO: — -111-0501 FROM: R. D.BU Ic, r SUBJECT:LIIEGK �N,Sn-T V _k,-4M6i" ,1VjVd< Siemer EQ o fA 12AWA dr'kl pr, w- i , 4 —43; o-F revised P)aH s 12y ,elA ,C; 4:6 per IPl4A 'odd � 4 Ala f G4 An 'C!a-���� CC-s-.A'—l/ 1,..t 1 If you have any questions of wish to Ai1Cuss this proposal,please contact. (Genlrex RESPONSE: ` �T 1 By: Pertrtil File Date County of Orange APPuMCATION NO.: � A-e) Environmental Management Agency Regulation/Public Property Permits Division DATE: REQUEST FOR VERIFICATION TO: &G.✓l lJv�ldbyifi�vnA?M,W,&H FROM: R.O.ButX,Manager SUBJECT: 0 ✓�� I��" 5 Please review attached and pmvtde Public Property Permits DMslon with your commons for consideration In ow permit pooessing. 1 n you have any questions or wish to discuss tNs proposal.please oWdact. I (Cenlrex ))or (Centrex If no respome is recened by v V we will assume your mmuaance or that your drviston has rw wrnrnents on We mallet RESPONSE: u ( )c ih3 sl ew yr \ala l.vt tn.� �Gs I RECEIVED JUN 4 t484 I si .. rEanln ilOq m:Permit File Date County Orange • PERIAI AT10N NO.:!/S ' Environmental Management Agency5 19d- Regulatio /Public Property Permits Division DATE: REQUEST FOR VERIFICATION USDY) - Owl Ya i UtO nS FROM: R.O.9u ,Manager IIQ SUBJECT: FOUCJ Gtrossrh fit - - — ^�I Please revise art= and provide Pudic Property Permits DMsion with your comments br consideration in our permit processing. p pI I R€QEk� .II EtuixEcuunoN°" h you have any quesfion i or wish to discuss Ih"s proposal,please WIWI: N (Cenm )a 114. (Cane If no response is receive i by_ � ,we will assume you(concurrance a that your division has no cor menis on this Maher RESPONSE: I � 9. �a eo a. 1' w rr, h rS yr ' � e -v ruee "'d i7Je �i-u y ine�y�io�Rt 8y: . cc: Permit File fix e� e/evtztny j /9CC,l X!l F ��7V " rl''a Flernefrts Date_7T EIT AggBk County of Orange • �PPLIATION Environm ntal Management Agency Regulatio, Public Property Permits Division DATE: 5'Zr✓'8 IREQUESTFOR VERIFICATION r7) / FROM: R,O.Burk,Manager SUBJECT: �V(� Gt�o55i VIDS N Please review alreched and provide Pudic Property Permits Division with your comments for consideration In our perk processing. II you have any questions or wish to discuss this preposal,please contm: (centrux / Q A))o-rr (Cenhex If no response is receive by _ 8 ~ SY we will assume your concurrence of that your division has no comments on Ih'm matter. RESPONSE: / eT�S'7tJr�' / c � 1 RECEIVFn MAY g I� �ERMR Owltlnu IAA/RECUUTION �� f By: a:Permit File Date � PERMITCouM YofOrange APPLICATION NO —606/4 0 Environmi Mal Management Agency Regulatiol blic Property Permits Wsion DATE: �✓ -Zl' REQUEST FOR VERIFICATION TO: illoeurx,l� — � FROM: R.D.Buis,Manager SUBJECT: f061 4YO56"n6i4 i Please review atlecg� and provide Public Property Permits Division with your comments for consideration In our permit processing. JJ I i If you have any 9uestlo 0 or wish to discuss this proposal,please contact: �y (Cerrm / Q ,)oor ( .. . . (Cerdrez Oy } It no response is race Ketl by v ` o ,we WHI aeerrcne your corwunenoe or that your division has no cornrients on this mallet I � I RESPONSE: i i RECEIVED i� ,JUN � taaq 'd t KRMR DIV ypu M 1 I I m:Pa"It File \_ Date L 6 Boyle Emineerinq Corporauan 1581 Ooae Street cons utuna enoln ears I aictntects P.O. So. 3030 >ra/ New 152-0505 port Beach, Cali/omie 92658.0089 1elea 58-5561 05 ORANGE COUNTY May 17, 1984 ENVIRONMENTAL MANAGEMENT AGENCY Central Permits Attention Mr. Al Vasquez 400 Civic Center Drive, West Santa Ana, CA 92701 County Sanitation District No. 7 of Orange County Von Karman Trunk Sewer Contract No. 7-8 County Sanitation District No. 7 (CSD) has retained our firm to prepare plans and specifications for the Von Karman Trunk Sewerserving the industrial/commercial areas in the vicinity of John Wayne Airport. Per our telephone conversation today regarding obtaining an encroachment permit, enclosed are four sets of alignment and profile plans showing 1) project location, 2) crossing of the Lane Channel (FOB) facility between stations 32+00 and 33+00 (tunnel) , 3) crossing of the Lane Channel facility between stations 72+00 and 73+00 (concrete encasement) , and 4) project sewer on Main Street within County of Orange property (John Wayne Airport) . Also enclosed are four 11 x 17 drawings detailing the channel crossing and encasement/riprap installation, which will be a part of the final drawings. In reference to our April 27 letter, the Sanitation District is calling for two size alternatives for the trunk sewer, either 39-inch diameter or 60-inch diameter where County rights-of-way will be crossed. The enclosed plans reflect the proposed design measures discussed in the letter except that the casing at Main St. and MacArthur Blvd, will be installed by tunneling rather than jacking. LS LS V L5 r MAY 2 5 S84 L EMA/REGULAf10N PUBLIC PROPERTY PERMITS ORANGE COUNTY May 17 , 1984 ENVIRONMENTAL MANAGEMENT AGENCY Page 2 We would like to reiterate the critical nature of the sewer elevation beneath the Lane Channel at Von Karman Ave. , as this elevation determines the profile for approximately 7200 feet of large diameter piping and associated construction costs, ability to intercept four smaller subtrunk sewers, future pumping costs at the pump station to be constructed at the downstream end of the project and efficiency of flow through the channel crossing itself. Method of construction proposed at this location is still open cut trench during non-storm portions of the year. We plan to completely finalize plans and specifications shortly in order to acquire CSD Board approval and begin construction bidding in June. Your assistance in expediting this permit process will be greatly appreciated. should you require addi- tional information, please contact either Mr. Phil Stone or me at (714) 752-0505 . BOY�LE` ENGGINEERING CORPORATION / I� uk-0 Mark O. Briggs, PE encl. cc: County Sanitation District Orange County - Tom Dawes cc OC-007-134-00 r s. w 8 N n4 1 - N ri V IA ' lv Pied 1a,I N m z Q {pN F to W U� Y 1 1 0. v U) VL 1 . a ' % zz F e 4 W A' PERMMTTEE pp11 ThbpemJlaMRM nelFvmaleeapM. FACILRYNAME NUMBER {iNiTATM STI2[Cr Ammm"Mi 10 84 OkWrywf— e C#AtjoeC F08 f oThnih Val C4 9.L7o& cauw Pwsm "r 1 4WO TeWp Ne. 962'441/ PERMITTED ULLSE• 660cw"Wy pmye�'mynawuwalaws,vuejepbpovelasa,ew,»wea anowm*ea irrew: 10 ✓ISTA � I ^P..✓ � �"� I'ltulN'1� ✓1 C SQ.UXY � IHG LI�✓IIH �GX1✓I�ti�S L11►JE CJ+ NCI- .r4+- of- 06 clioa . LOCATION OF WORK: VM 01MA A Qvel~uc Diego Fe4ftual CONSIDERATION: Pp Foes �.--. UD . . 5 y„mv �t"^'� ( 111e474 TOTAL� J0,1/0 p CneTY No, CaN AeeMN Dale Trull FUM inwic _9D: fRl Fae pas a: = Q �HCGYr CW 15D1 62UAi (J, rtC�' Q•0:WX 3�3a (�aroL 7,v0a•.-j A4"k {3vi or Pkil $ 152.0505 TRANSMITTAL LETTERS: 611 - (1)(2)(3)(4) to: UJ FrOl1NTY APPROVAL: ! IY� F69-62 (Sept. 23, 1969) PermitteeEng�.neer _ w/tc: F73-45 (June 26, 1973)(Veh.) INSPECTION ASSIGNMENT: 72-739 (June 27, -1972)(Equestrian Ramp Construction (834-34,88)_ Operations (634-7016) — F68-62 (Sept. 17, 1968)(Shellfish Nary _ OTHER: Title 2, Division 5 of the Recreation (Facility Phone) w/cc Codified Ordinances of O.C. END TYPIST INNFFOTRMATIO�N - PPPD PERSONNEL ONLY Permit application received 5-25-84 Amount Check Dar PLAN REVIEWS *Application Fees _ Construction Div. �j-TFi-84 �i 6 -�� 74- *permit Fees Operations Div. 5,26-8 1 6-6- l=¢ **Surety — Rec. Fac. Div. **Surety Bond No. Design Div. 5-25-$4 � 74-fr/ Bond Location Subdivision Div, P Planning �6— **Insuraann*COMPLETION REPORT Cert.REPORT Rec'd )ounty Counsel Review 3ther J*V;5;0ns `_16-.w (a_2 Date of Completion )Cher Report Rec'd Review by Manager - g Copy sent to permittee Typist „ Copy to Subdivision/ Linen Update 511-2 or 3 to permittee -$,;/ +*SURETY RELEASE B.I.T. Memo to Fiscal Svcs. 4ANAGS/S Agenda Date Warrant Auth. Rec'd in PPPD 511-4 to SIGNATURE 11-4 to permittee * W.A. Date No. Retain ORIGINAL in permit file **Retain COPY in permit file tEMARRS 6 ACTIVITY LOG (Phone and/or personal contacts, etc.) - Ea ieew-+ FoR-207, 2ot D: MA-080-17011141 EXHIBIT B INSURANCE REQUIREMENTS During the term of this AGREEMENT, SANITATION DISTRICT shall maintain at SANITATION DISTRICT's expense commercial insurance or self-insurance to cover its general liability, professional liability, pollution liability and automobile liability with a minimum limit of $1,000,000 per occurrence and workers' compensation exposures required herein and indemnity obligation associated with this AGREEMENT. SANITATION DISTRICT shall provide OCFCD with proof of insurance, or a letter evidencing SANITATION DISTRICT self-insurance coverage and the certificates therefore acceptable to OCFCD, within seven (7) days of the effective date of this AGREEMENT. All self-insured retentions (SIRS) shall be clearly stated on the Certificate of Insurance. If no SIRS apply, indicate this on the Certificate of Insurance with a zero (0) by the appropriate line of coverage. Any self-insured retention (SIR) in excess of Fifty Thousand Dollars ($50,000) shall specifically be approved by County Executive Office/Office of Risk Management, or designee ("Risk Manager"). SANITATION DISTRICT shall cause its contractors/consultants and subcontractors performing relevant work associated with the AGREMENT to maintain and provide proof of insurance including endorsements subject to the same terns and conditions as the SANITATION DISTRICT which shall provide the minimum coverage and limits as set forth below for work where the relevant exposure exists: Coverase/Limits Coverage Minimum Limits Commercial General Liability with products and completed operations and $1,000,000 limit per occurrence contractual liability $2,000,000 aggregate Automobile Liability including coverage for owned,non-owned and hired vehicles $I,000,000 limit per occurrence Workers'Compensation Statutory Employers'Liability Insurance $1,000,000 per occurrence $1,000,000 per claims made or per Professional Liability Insurance** occurrence $1,000,000 aguegate Pollution Liability $1,000,000 per occurrence, or claims-made ** Professional Liability is required from the SANITATION DISTRICT and their consultants and contractors. If SANITATION DISTRICT's or their consultants Professional Liability policy is a "claims made" policy, SANITATION DISTRICT and W29.M-175507.2(11-08-2017) EXHIBIT B Page 1 of 3 MA-080-17011141 their consultants shall agree to maintain professional liability coverage for two years following the completion of the contract. If SANITATIONDISTRICT's Pollution Liability policy is a claims-made policy, SANITATIONDISTRICT shall agree to maintain coveragefor two (2)years following completion of contract. Required Coverage Forms The Commercial General Liability coverage shall be written on Insurance Services Office (ISO) form CG 00 01, or a substitute form providing liability coverage at least as broad. The Business Auto Liability coverage shall be written on ISO form CA 00 01, CA 00 05, CA 00 12,CA 00 20, or a substitute form providing coverage at least as broad. Oualified Insurer The policy or policies of insurance must be issued by an insurer licensed to do business in the state of California(California Admitted Carrier) or have a minimum rating of A- (Secure A.M. Best `s rating) and VIII (Financial Size Category) as determined by the most current edition of the Best's Key Rating Guide/Proverty-Casualtv/United States or ambest.com If the insurance carrier is not an admitted carrier in the state of California and does not have an A.M. Best rating of A-/VIII,the CEO/Risk Management retains the right to reasonably approve or reject a carrier after a review of the company's performance and financial ratings. Required Endorsements The Commercial General Liability policy shall contain the following endorsements, which shall accompany the Certificate of Insurance: 1) An Additional Insured endorsement using ISO form CG 2010 or CG 2033 or a form at least as broad naming the County of Orange and Orange County Flood Control District, its elected and appointed officials, officers,employees, and agents as Additional Insureds. 2) A primary non-contributing endorsement evidencing that the contractor's insurance is primary and any insurance maintained by the County of Orange, Orange County Flood Control District shall be excess and non-contributing. 3) A Products and Completed Operations endorsement using ISO Form CG2037 led. 10/01)or a form at least as broad, or an acceptable alternative is the ISO from CO2010 led. 11/85). W29.M-175507.2(11-08-2017) EXHIBIT B Page 2 of 3 MA-080-17011141 All insurance policies required by this AGREEMENT shall waive all rights of subrogation against the County of Orange, the Orange County Flood Control District, and members of the Board of Supervisors, their elected and appointed officials, officers, agents and employees when acting within the scope of their appointment or employment. The Pollution Liability policy shall contain the following endorsements, which shall accompany the Certificate oflnsurance: 1) An Additional Insured endorsement naming the County of Orange, Orange County Flood Control District, their elected and appointed officials, officers, employees and agents as Additional Insureds. The Workers' Compensation policy shall contain a waiver of subrogation endorsement waiving all rights of subrogation against the County of Orange,the Orange County Flood Control District, and members of their Board of Supervisors,their elected and appointed officials, officers, employees, and agents. To the extent such provision is then available on commercially reasonable terms, all insurance policies required by this AGREEMENT shall give OCFCD 30 days' notice in the event of cancellation and 10 days for non-payment of premium. This shall be evidenced by policy provisions or an endorsement separate from the Certificate of Insurance. SANITATION DISTRICT shall notify OCFCD in writing within thirty (30) days of any policy cancellation and ten (10) days for non-payment of premium and provide a copy of the cancellation notice to OCFCD. Failure to provide written notice of cancellation may constitute a material breach of the AGREEMENT, upon which the OCFCD may suspend or terminate this AGREEMENT. OCFCD expressly retains the right to reasonably require SANITATION DISTRICT to increase or decrease insurance of any of the above insurance types throughout the term of this AGREEMENT which shall be mutually agreed upon. Any increase or decrease in insurance will be as deemed by County of Orange Risk Manager as appropriate to adequately protect OCFCD under those standards. OCFCD shall notify SANITATION DISTRICT in writing of changes in the insurance requirements. If SANITATION DISTRICT does not deposit copies of acceptable Certificates of Insurance and endorsements with OCFCD incorporating such changes within thirty (30) days of receipt of such notice, this AGREEMENT may be in breach without further notice to contractor, and OCFCD shall be entitled to all legal remedies. The procuring of such required policy or policies of insurance shall not be construed to limit SANITATION DISTRICT and/or its' consultants or contractor's liability hereunder nor to fulfill the indemnification provisions and requirements of this AGREEMENT, nor in any way to reduce the policy coverage and limits available from the insurer. W29M-175507.2(11-08-2017) EXHIBIT B Page 3 of 3 STEERING COMMITTEE Meeting Date TOBd.ot Dir. urys/v a/ts/v AGENDA REPORT emNumber Item Number 3 14 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Robert P. Ghirelli, Assistant General Manager SUBJECT: STRATEGIC PLAN UPDATE GENERAL MANAGER'S RECOMMENDATION Approve the 2017 Strategic Plan Update. BACKGROUND In November 2013, the Board of Directors adopted the 2014-2019 Five-Year Strategic Plan. Each year, staff undertakes a review and update of the Strategic Plan to make any necessary changes. In April, staff began the 2017 update. In April, the Orange County Sanitation District (Sanitation District) retained the firm of BHI Management Consulting to conduct a series of one-on-one confidential interviews with interested Board Members. In July, the consultant led an employee workshop and then participated in the Executive Management Team's annual planning meeting in August. Information gathered during these meetings was used to prepare this Strategic Plan Update. RELEVANT STANDARDS • Strategic Plan PRIOR COMMITTEE/BOARD ACTIONS October 2017 - A red-lined version of the Strategic Plan Update was received and reviewed by both the Administration and Operations Committees. November 2013 - The Board of Directors adopted the 2014-2019 Five-Year Strategic Plan. ADDITIONAL INFORMATION Based on the outcome of the Strategic Plan Update interviews and employee workshop, several minor modifications were made to the Levels of Service and seven of the eight strategic goals are deemed complete: Completed Strategic Goals: • Disinfection of Ocean Discharge — Develop an implementation plan associated with cessation of disinfection of the ocean discharge. Page 1 of 2 • Legislative Advocacy and Public Outreach—Develop a unified legislative advocacy and public outreach program. • Odor Control — Completion of the Odor Control Master Plan. • Future Biosolids Management Options — Study biosolids management options, including V party contracts and onsite capital facilities. • Energy Efficiency — Research new energy efficiency and energy conversion technologies. • Local Sewer Transfers—Complete the transfer of 174 miles of local sewers serving parts of Tustin and unincorporated areas north of Tustin and local sewer transfers in the City of Santa Ana. • Future Water Recycling—Determine partnerships, needs, strategies, benefits, and costs associated with recycling of Plant No. 2 effluent water. The eighth goal — Workforce Planning and Workforce Development — is continuing into the final year of the 5-year strategic plan. As part of the comprehensive workforce planning and development efforts, the General Manager's 2017-2018 work plan calls for a staffing study that identifies required staffing levels and opportunities to improve organizational efficiency and effectiveness. As reviewed by the Administration and Operations Committees, changes have been made to some of the Levels of Service contained in the Strategic Plan. The changes are intended to clarify the meaning of a service level, delete outdated service levels, and eliminate irrelevant service levels. CECIA N/A FINANCIAL CONSIDERATIONS N/A ATTACHMENT The following attachment(s)are attached in hard copy and may also be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: • Final updated version of Strategic Plan document Page 2 of 2 December 2017 Update 6w .T JJ 5 WW \ t year strategic plan DECEMBER 2017 ORANGE COUNTY SANITATION DISTRICT ORANGE COUNTY SANITATION DISTRICT five-year strategic plan DECEMBER 2017 ANI A �i g 9 a 'Ns THE t\yQ JIS� j� table of contents ■ OCSD Board of Directors...........................................................................................ii Message from the General Manager..........................................................................I ExecutiveSummary.......................................................................................................1 tegic PlannIng Framework.............................................................................2 Statement.........................................................................................................3 rslontatement............................................................................................................4 CoreValues.....................................................................................................................5 RiskRegister....................................................................................................................6 StrategicGoals and Levels of Service.........................................................................7 ORANGE COUNTY SANITATION DISTRICT—SYEAR STRATEGIC PLAN IDECEMBER 2017) board of directors The strategic planning effort starts with the Board of Directors setting overall policy and priorities for the Sanitation District.Based on that policy direction, staff develops the annual operational plan and budget. Anaheim La Pahna Denise Baines Peter Kim Brea Los Alamitos Glenn Parker Richard Murphy Buena Park Member of the Board of Supervisors Fred Smith Michelle Steel Costa Mesa Sanitary District Midway City Sanitary District James M.Ferryman Al Knppner Cypress Newport Beach Mariellen Yaic Scott Peotter Fountain Valley Orange Steve Nagel Teresa Smith Fullerton Placentia Greg Seboum Chad Wanke (Board Chair) Santa Ana Garden Grove Sal Tinajero Steve Jones Seal Beach Huntington Beach Ellery Deaton Barbara Delgleize Stanton Irvine David Shawver Donald P.Wagner Tustin Allan Bernstein Irvine Ranch Water District John Withers Villa Park La Habra Robert Collacott Tim Shaw Yorba Linda Water District Phil Hawkins ORANGE COUNTY SANITATION DISTRICT-SYEAR STRATEGIC PUN IDECEMBER 20171 message from the general manager In November 2013 the Orange County Sanitation District(OCSD) adopted a 5-Year Strategic Plan that envisioned an organizational culture that adheres to our core values and makes efficient and effective use of all available resources.The Strategic Plan centered our efforts on customer service, fiscal responsibility, protecting public health and the environment, communication, partnering with others and creating the best possible workforce. We 11 As n u fitted to the execution of that plan and implementation of the eight goals necessary to achieve success. Protecting public he environment are critical to our mission, and I am pleased to report that our oce program reflects that our ocean is healthy around OCSD's ocean outfall.We also continue to be fiscally strong.This year OCSD received AAA bond ratings and we have reduced our long term pension liabilities,which in turn enabled us to reduce planned rate increases by 35 percent over the next three years. Four years into the five year Strategic Plan,I am pleased in report that we have completed seven of the original strategic goals and made strides towards accomplishing the final goal.In this update year,we held Board member interviews,an employee workshop,and updated our Risk Register. We remain committed to sustaining and improving our performance and meeting all of the established strategic goals. Under the direction of the Board of Directors,I am honored to be leading this effort and I look forward to working together to accomplish our goals in the years ahead and continumf our successes. The accomplishments laid out in this Strategic Plan update would not be possible without the collective dedication and effort of our workforce and the commitment a�d support of our Board of Directors and the public we serve. Respectfully submitted, 12 & James D. Herberg,General Manager ORANGE COUNTY SANITATION DISTRICT—STEAR STRATEGIC PIAR tDECEMBER 2017) executive summary The 2014—2019 5 year Strategic Plan is a guiding document that provides a framework that directs our work. Each year,the Strategic Plan will be reassessed,updated, and submitted for approval by the Board of Directors. This year's Strategic Plan Update began with consultant retained by OCSD conducting confidential Board Interviews with interested Board members to identify issues of concerns.Next,the consultant led a Strategic Planning Workshop for employees and attended the Executive Management Team's annual retreat to provide feedback from the Board Members and employees. The update concluded with five Strategic Goals being identified as completed, no new goals being adopted, and a few minor modifications being made to OCSD's levels of service. Completed Strategic Goals: Disinfection of Ocean Discharge—Develop an implementation plan including the technical, financial and societal factors associated with cessation of disinfection of the ocean discharge. Legislative Advocacy and Public Outreach—Develop a unified legislative advocacy and public outreach program. Odor Control—Completion of the Odor Control Master Plan. Future Biosolids Management Options—Studybiosofids management options including 3rd party contracts and onsite capital facilities. Energy Efficiency—Continue to research new energy efficiency and energy conversion technologies Local Sewer Transfers — Complete the transfer of 174 miles of local sewers serving parts of Tustin and unincorporated areas north of Tustin and local sewer transfers in the City of Santa Ana. Future Water Recycling — Determine partnerships, needs, strategies, benefits, and costs associated with recycling of Plant No.2 effluent water. Strategic Goals In Progress: 1. Workforce Planning and Workforce Development—This initiative is ongoing and part of a comprehensive workforce planning and development effort to ensure we have the tight people with the tight skills and abilities,in the tight place,at the tight time. ORANGE COUNTY SANITATION DISTRICT-5 YEAR STRATEGIC PUN (DECEMBER 20171 strategic planning framework The planning framework illustrated below shows how OCSD staff and the Board of Directors play a critical role in strategic planning and resource allocation. Monitoring Strategic New or Altered and Evaluation Planning Levels of Board strategic (:9) Approval of planning Budget process Budget 1111I Goals and Operational \objectives Planning 1 v J s v ORANGE COUNTY SANITATION DISTRICT-STEAR STRATEGIC PI.AR[DECEMBER 2017) our mission statement The Nfission Statement is the basic foundation that defines wby we exist. "To protect public health and the environment by providing effective wastewater collection, treatment, and recycling." p3 vision statement The Vision Statement supports the Mission Statement by expressing abroad philosophy of what the Orange County Sanitation District staves to achieve in the delivery of services homers,vendors, other agencies,the general public,and each other. ORANGE COUNTY SANITATION DISTRICT WILL BE A LEADER IN: • Providing reliable, responsive, and affordable services in line with customer needs and expectations. • Protecting public health and the environment utilizing all practical and effective means for wastewater, energy, and solids resource recovery. • Continually seeking efficiencies to ensure that the public's money is wisely spent. • Communicating our mission and strategies with those we serve and all other stakeholders. • Partnering with others to benefit our customers, this region, and our industry. • Creating the best possible workforce in terms of safety, productivity, customer service, and training. do ORANGE COUNTY SANITATION DISTRICT-EYEAR STRATEGIC PLAN[DECEMBER 2017] philosophycore values The Core Values support the Nlission and Vision Statements by expressing the values,beliefs,and that guides our daily actions.They help form the ftarnework of our organization and reinforce our professional work ethic. We aspire to the highest degree of integrity,honesty,trust, and respect in our interaction with each other,our suppliers, our customers,and our community. We strive to reach OCSD goals through cooperative efforts and collaboration with each other and our conatiruencies. We work to solve problems in a creative,cost-effective,and safe manner,and we acknowledge team and individual efforts. We lead by example,acknowledging the value of our resources and using them wisely and safely to achieve our objectives and goals.We ace committed to act in the best interest of our employees,our o a"ization, and our community. We continuously develop ourselves,enhancing our talents, skills,and abilities,knowing that only through personal growth and development will we continue to progress as an agency and as individuals. We seek to recognize,acknowledge,and rewazd contributions to OCSD by our many talented employees. ORANGE risk register 2017 The Risk Register is a periodic compilation of the various risks facing the Orange County Sanitation District, 3,Lseen and determined by our management team. As the world dealt with a variety of critical events last year (a number of terrorist incidents in Europe, high rainfalls in Southern California, a massive sewage leak offshore from Los Angeles, an extensive natural gas leak north of Los Angeles), OCSD management identified risks directly related to our infrastructure and ongoing services. Management agreed that our biggest risks are cyber terrorist or hacker attacks, earthquakes with their associated impacts, and threats to maintenance of assets. The 2017 Risk Register Update Identified these as the top risks: • Earthquake and liquefaction impact facilities and operations—Souther California is prone to earthquakes, and some areas of Orange County may include areas subject to liquefaction. • Poor maintenance of assets leads to safety and reliability issues—Concerns about sufficient staffing of Maintenance personnel might lead to threats with regards to the assets. • Cyber or hacker attack on OCSD—Cyber-attacks can potentially prevent servers and regular work from continuing normally—OCSD operations now depend on continued computer and server function,which could be at risk from cyber-attacks. The major continuity challenges Include: Lack of business continuity exercises leads to unpreparedness—OCSD conducts emergency preparedness exercises,but might need to do more in regard to business continuity. Engineering staff are evaluating the risk of damage to buildings and structures from earthquakes, while Risk Management has purchased earthquake insurance on additional key structures. The Operations department is adding staff to the Maintenance function. Regarding cyber-attacks, OCSD's Information Technology (IT) Division has added personnel who specialize in IT security. Risk Management will be asking the Board to approve a contract with a business continuity consultant to move forward an integrated business continuity effort for all OCSD divisions including IT. ORANGE COUNTY SANITATION DISTRICT - 6 YEAR STRATEGIC PUN IDECEMBER 20171 strategic goals and levels of service OCSD has six outstanding strategic goals to support the vision of the Board of Directors and Executive Management Team.The levels of service are key performance indicators in achieving the overall vision. Providing Exceptional Customer Service • Providing reliable,responsive and affordable services in line with customer needs and expectations. 1. Control-Completion of the Odor Control Master Plan to make sure the District's investment is current and,if needed,future process systems to produce the benefits intended. Tagetforcompletion in PY 15-16. Providing Exceptional Customer Service Odor complaint call response: Treatment plants within 1 hour. 100% Odor complaint call response: Collection system within 1 working day. 100% Number of odor events: (Under normal operating conditions) 0 • Reclamation Plant No. 1 0 • Treatment Plant No. 2 12 • Collection System Respond to public complaints or inquiries regarding construction projects within 1 100% day. Respond to all biosolids contractor violations within a week of violation notice. 100% Protecting Pill Health and the Environment • Protecting public health and the environment utilizing all practical and effective means for wastewater, energy,and solids resource recovery. 2. Future Biosolids Management Option - Study biosolids management options inc�ed parry contracts and onsite capital facilities for mid-term and long-term approaches beginning in Target forcomfiletion in FY 15-16. 3. Energy Efficiency-The District will research new energy efficiency and energy conversion technologies to maximize energy efficiency,reduce operating costs,minimize environmental impact, and replace assets that are at the end of their useful lives. Tagetfor completion in FY 17-18. OCSD owns antl operates$6.2 billion in infrastructure assets.Through these assets OCSD collects,treats,and either reuses or safely discharges 210 million gallons per day of wastewater. ORANGE COUNTY SANITATION DISTRICT—SYEAR STRATEGIC PLAN IDECEBER 2017) strategic goals and levels of service rotecting7health th& The Environmen Level of Service Target Accept dry off diversion flows without imposing fees. Up to 10 mgd Air emissio to community and employees, per one million people < SO (for each pl Notices of violation (NOV)with air, land, and water permits. 0 Respond to collection system spills within 1 hour. 100% Sanitary sewer spills per 100 miles. <2.1 Contain sanitary sewer spills within 5 hours. 100% BOD Meet secondary treatment standards. TSS 25 mg/L SS 30 mg/L Thirty-day geometric mean of coliform bacteria in effluent after initial dilution of <1000 250:1 (MPN). Frequency of unplanned use of emergency one-mile outfall (per year during dry 0 weather). Compliance with Core Industrial pretreatment requirements. 100% Managing and Proto ing the Pubilo's Funds • Continually seeking efficiencies to ensure that the public's money is wisely spent. 4. Local Sewer Transfers—Complete transfer of 174 miles of local sewers serving parts of Tustin and unincorporated areas north of Tustin and local sewer transfers in the City of Santa Ana to be concluded by December 31,2013.Following those,no further local sewers to be transferred at the initiation of OCSD. If a local jurisdiction is interested in OCSD transferring sewers,each request will be considered on an individual basis assuming the sewers meet the requirements identified. Tmgetfar completion in FY 13-14. Managing and Protecting Public Fun Service Target Annual user fees sufficient to cover all 0&M requirements. 100% Actual collection,treatment, and disposal costs per million gallons. <within 30%of budget Maintain AAA Bond Rating. Maintain ORANGE COUNTY SANITATION DISTRICT - 6 YEAR STRATEGIC PUN IDECEMBER 20171 strategic goals and levels of service Stakeholder Understanding and Support • Communicating our mission and strategies with those we serve and all other stakeholders. • Partnering with others to benefit our Customers,this region and our industry. 5. Future Water Recycling Options—Determine partnerships,needs,strategies,benefits and costs associated with recycling of Plant No. 2 effluent water. Target for completion in FY 18-19. Stakeholder Understanding and Support Level of Service Target Meet GWRS specification requirements for Plant 1 secondary effluent. 5 NTU Provide specification effluent available to the Groundwater Replenishment 100% System to maximize production of purified water. Organlzatlonal Effectiveness • Creating the best possible workforce in terms of safety,productivity,customer service,and training. 6. Workforce Planning and Workforce Development—This initiative is ongoing and part of a comprehensive workforce planning and development effort to ensure we have the right people with the right skills and abilities,in the right place,at the tight time. Targetforcompletion, ongoing. t<4.�4 l of Organizational Effectiveness Target Employee injury incident rate—per 100 employees. Induverage Meet mandatory OSHA training requirements. % Achieve annual agency target of days away from work, days of restricted work <2 5 activity, or job transferred as a result of a work-related injury or illness. Training hours per employee. 45 per year ORANGE COUNTY SANITATION DISTRICT-SYEAR STRATEGIC PLAN IDECEBER 2017I t 06 ��p�•�o d '�eyaGal-,rlo�2�p8 gecla�a��se+v'e ��Q.2 geach,G�fosNa�'b� 1Q8'W6 Ise a��epla�i�on�'�.°o 22'L�Z$tiOok1�"ist �weta.com �yanu.o�- , �wu/ron CLOSED SESSION 1 WOODRUFF SPRADLW&SMART ♦ A P . . . . , . . 555 ANTON BOULEVARD, SUITE 1200 COSTA MESA, CA 92626-7670 (714)556-7000 MEMORANDUM TO: Hon. Chair and Members of the Orange County Sanitation District Board of Directors FROM: Bradley R. Hogin, Esq. General Counsel DATE: November 7, 2017 RE: Closed Session Items The Board of Directors will hold a closed session on November 15, 2017 for the purpose of conferring with its negotiators regarding the purchase of real property. The negotiating parties and properties are as follows: K& A Investments LP,APN No. 156-154-08 & 156-163-17; Valley Business Park, APN Nos. 156-165-05, 156-165-06, 156-163- 07; DK-USA LLC, APN No.156-165-04; Fountain Valley Industrial Parcel 13,APN No.156-165-08; Sukut Real Properties LLC, APN Nos. 156-163-09, 156-163-10, 156-163-11; The Ins Trust Shabtai, Nevon,APN No. 156-163-16; The Ins Trust,APN No. 156-154-07;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. The District's negotiators are Jim Herberg, Bob Ghirelli, Lorenzo Tyner, Rob Thompson, Kathy Millen and Jeff Mohr, Tom Grant,Kevin Turner and John Gallivan, Cushman and Wakefield. Said closed session will be held pursuant to authority of California Government Code Section 54956.8. Respectfully submitted, By X 6- Bradley R. Hogin, Oeneral Counsel 119216i1 ORANGE COUNTY SANITATION DISTRICT Agenda Terminology Glossary Glossary of Terms and Abbreviations AQMD Air Quality Management District ASCE American Society of Civil Engineers BOD Biochemical Oxygen Demand CARS California Air Resources Board CASA California Association of Sanitation Agencies CCTV Closed Circuit Television CEQA California Environmental Quality Act CIP Capital Improvement Program CRWQCB California Regional Water Quality Control Board CWA Clean Water Act CWEA California Water Environment Association EIR Environmental Impact Report EMT Executive Management Team EPA US Environmental Protection Agency FOG Fats, Oils, and Grease gpd gallons per day GWRS Groundwater Replenishment System ICS Incident Command System IERP Integrated Emergency Response Plan LOS Level Of Service MGD Million Gallons Per Day NACWA National Association of Clean Water Agencies NPDES National Pollutant Discharge Elimination System NWRI National Water Research Institute O & M Operations & Maintenance OCCOG Orange County Council of Governments OCHCA Orange County Health Care Agency OCSD Orange County Sanitation District OCWD Orange County Water District OOBS Ocean Outfall Booster Station OSHA Occupational Safety and Health Administration PCSA Professional Consultant/Construction Services Agreement PDSA Professional Design Services Agreement POTW Publicly Owned Treatment Works ppm parts per million PSA Professional Services Agreement RFP Request For Proposal RWQCB Regional Water Quality Control Board Glossary of Terms and Abbreviations SARFPA Santa Ana River Flood Protection Agency SARI Santa Ana River Interceptor SARWQCB Santa Ana Regional Water Quality Control Board SAW PA Santa Ana Watershed Project Authority SCADA Supervisory Control And Data Acquisition SCAP Southern California Alliance of Publicly Owned Treatment Works SCAQMD South Coast Air Quality Management District SOCWA South Orange County Wastewater Authority SRF Clean Water State Revolving Fund SSMP Sewer System Management Plan SSO Sanitary Sewer Overflow SWRCB State Water Resources Control Board TDS Total Dissolved Solids TMDL Total Maximum Daily Load TSS Total Suspended Solids WDR Waste Discharge Requirements WEF Water Environment Federation W ERF Water Environment & Reuse Foundation WIFIA Water Infrastructure Finance and Innovation Act WIIN Water Infrastructure Improvements for the Nation Act W RDA Water Resources Development Act Activated sludge process — A secondary biological wastewater treatment process where bacteria reproduce at a high rate with the introduction of excess air or oxygen and consume dissolved nutrients in the wastewater. Benthos —The community of organisms, such as sea stars, worms, and shrimp, which live on, in, or near the seabed, also known as the benthic zone. Biochemical Oxygen Demand (BOD) — The amount of oxygen used when organic matter undergoes decomposition by microorganisms. Testing for BOD is done to assess the amount of organic matter in water. Biogas—A gas that is produced by the action of anaerobic bacteria on organic waste matter in a digester tank that can be used as a fuel. Biosolids—Biosolids are nutrient rich organic and highly treated solid materials produced by the wastewater treatment process. This high-quality product can be recycled as a soil amendment on farmland or further processed as an earth-like product for commercial and home gardens to improve and maintain fertile soil and stimulate plant growth. Glossary of Terms and Abbreviations Capital Improvement Program (CIP) — Projects for repair, rehabilitation, and replacement of assets. Also includes treatment improvements, additional capacity, and projects for the support facilities. Coliform bacteria—A group of bacteria found in the intestines of humans and other animals, but also occasionally found elsewhere, used as indicators of sewage pollution. E. coli are the most common bacteria in wastewater. Collections system— In wastewater, it is the system of typically underground pipes that receive and convey sanitary wastewater or storm water. Certificate of Participation (COP)—A type of financing where an investor purchases a share of the lease revenues of a program rather than the bond being secured by those revenues. Contaminants of Potential Concern (CPC) — Pharmaceuticals, hormones, and other organic wastewater contaminants. Dilution to Threshold (DIT) — The dilution at which the majority of people detect the odor becomes the D/T for that air sample. Greenhouse Gases (GHG) — In the order of relative abundance water vapor, carbon dioxide, methane, nitrous oxide, and ozone gases that are considered the cause of global warming ("greenhouse effect'). Groundwater Replenishment System (GWRS) — A joint water reclamation project that proactively responds to Southern California's current and future water needs. This joint project between the Orange County Water District and the Orange County Sanitation District provides 70 million gallons per day of drinking quality water to replenish the local groundwater supply. Levels Of Service (LOS) — Goals to support environmental and public expectations for performance. N-Nitrosodimethylamine (NDMA) — A N-nitrosamine suspected cancer-causing agent. It has been found in the Groundwater Replenishment System process and is eliminated using hydrogen peroxide with extra ultra-violet treatment. National Biosolids Partnership (NBP)—An alliance of the National Association of Clean Water Agencies and Water Environment Federation, with advisory support from the US Environmental Protection Agency. NBP is committed to developing and advancing environmentally sound and sustainable biosolids management practices that go beyond regulatory compliance and promote public participation to enhance the credibility of local agency biosolids programs and improved communications that lead to public acceptance. Plume — A visible or measurable concentration of discharge from a stationary source or fixed facility. Glossary of Terms and Abbreviations Publicly Owned Treatment Works (POTW) —A municipal wastewater treatment plant. Santa Ana River Interceptor(SARI) Line —A regional brine line designed to convey 30 million gallons per day of non-reclaimable wastewater from the upper Santa Ana River basin to the ocean for disposal, after treatment. Sanitary sewer—Separate sewer systems specifically for the carrying of domestic and industrial wastewater. Combined sewers carry both wastewater and urban runoff. South Coast Air Quality Management District (SCAQMD) — Regional regulatory agency that develops plans and regulations designed to achieve public health standards by reducing emissions from business and industry. Secondary treatment — Biological wastewater treatment, particularly the activated sludge process, where bacteria and other microorganisms consume dissolved nutrients in wastewater. Sludge—Untreated solid material created by the treatment of wastewater. Total Suspended Solids (TSS)—The amount of solids floating and in suspension in wastewater. Trickling filter — A biological secondary treatment process in which bacteria and other microorganisms, growing as slime on the surface of rocks or plastic media, consume nutrients in wastewater as it trickles over them. Urban runoff—Water from city streets and domestic properties that carry pollutants into the storm drains, rivers, lakes, and oceans. Wastewater—Any water that enters the sanitary sewer. Watershed—A land area from which water drains to a particular water body. The Orange County Sanitation District's service area is in the Santa Ana River Watershed.