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HomeMy WebLinkAbout2000-06-14MINUTES OF FINANCE. ADMINISTRATION AND HUMAN RESOURCES COMMITTEE MEETING Orange County Sanitation District Wednesday, June 14, 2000, 5:00 p.m. A meeting of the Finance, Administration and Human Resources Committee of the Orange County Sanitation District was held on June 14, 2000 at 5:00 p.m., in the District's Administrative Office. (1) The roll was called and a quorum declared present, as follows: FAHR COMMITTEE MEMBERS: Directors Present: Thomas R. Saltarelli, Chair Mark Leyes, Vice Chair James W. Silva Jan Debay, Board Chair Peer Swan, Board Vice Chair Shirley McCracken OTHERS PRESENT: Tom Woodruff, General Counsel Don Hughes Toby Weissert Jeff Bower Juan Pittman Ryal Wheeler (2) APPOINTMENT OF CHAIR PRO TEM No appointment was necessary (3) PUBLIC COMMENTS There were no public comments. Directors Absent: Shawn Boyd John M. Gullixson Mark A. Murphy STAFF PRESENT: Blake Anderson, General Manager Bob Ooten, Director of Operations & Maintenance Gary Streed, Director of Finance Patrick Miles, Director of Information Technology Steve Kozak, Financial Manager Greg Mathews, Asst. to the General Manager Jean Tappan, Asst. Committee Secretary Brad Cagle, Accounting Manager (4) RECEIVE, FILE AND APPROVE MINUTES OF PREVIOUS MEETING It was moved, seconded and duly carried to approve the minutes of the May 10, 2000 Finance, Administration and Human Resources Committee meeting. Directors McCracken and Swan abstained. Director Swan clarified his comments to staff, made in advance of the May 1 O meeting, as reported in the minutes. FILEC IN THE OFFIC[ or T;.+( 8ECRETARY ORANGE COUN!v ~~..,l!TATION DISTRICi J~N 28 2000 ;~~K (\'( Minutes of the Finance, Administration and Human Resources Committee Meeting Page2 June 14, 2000 (5) REPORT OF THE COMMITTEE CHAIR The Committee Chair indicated that there would be a short closed session. The next FAHR Committee meeting will be July 12, 2000. (6) REPORT OF THE GENERAL MANAGER General Manager Blake Anderson did not make a report. (7) REPORT OF DIRECTOR OF FINANCE Director of Finance Gary Streed reported briefly on some preliminary staff work that was done to answer the question, "What is different from 1985-86?" The Committee asked for additional information regarding changes at a future meeting. (8) REPORT OF DIRECTOR OF HUMAN RESOURCES The Director of Human Resources was not present. (9) REPORT OF GENERAL COUNSEL General Counsel Tom Woodruff had no report. (10) CONSENT CALENDAR ITEMS (Items a-e) a. FAHR00-48: Receive and file Treasurer's Report for the month of May 2000. The Treasurer's Report will be distributed at the FAHR Committee meeting in accordance with the Board-approved Investment Policy, and in conformance to the Government Code requirement to have monthly reports reviewed within 30 days of month end. b. FAHR00-49: Receive and file Certificate of Participation (COP) Monthly Report. c. FAHR00-50: Receive and file Employment Status Report as of June 1, 2000. d. FAHR00-51 : Recommend to Board of Directors to renew the District's All-Risk Property and Earthquake Insurance Program tor the period July 1, 2000 to July 1, 2001, in an amount not to exceed $955,000. e. FAHR00-52: Recommend to Board of Directors to renew the District's Boiler & Machinery Insurance Program tor the period July 1, 2000 to July 1, 2001 , in an amount not to exceed $70,792. END OF CONSENT CALENDAR Motion: It was moved, seconded and duly carried to approve the recommended actions for items specified as 11 (a) through (e) under Consent Calendar. Minutes of the Finance, Administration and Human Resources Committee Meeting Page3 June 14, 2000 (11) ACTION ITEMS a. FAHR00-53: Recommend to Board of Directors to approve proposed Operating, Capital, Debt/COP Service and Self-Insurance Budgets for 2000-01, as follows: Joint Works Operating/Working Capital Worker's Compensation Self-Insurance General Liability and Property Self-Insurance Collection System Operating Capital Improvement Program Debt/COP Service $46,000 ,000 412,500 1,919,000 9,545,000 83,526,000 40,737,000 Motion: It was moved, seconded and duly carried to recommend approval to the Board of Directors. b. FAHR00-54: Recommend to Board of Directors to authorize the Director of Finance to issue a Request for Proposals for Investment Banking Services, and report back with recommendations for selection of investment banker(s) for issuance of Reimbursement Certificates of Participation. After discussion, staff was directed to present additional information at the July 12 FAHR Committee meeting comparing the costs and benefits of, and alternatives to, including a portion of the proposed Reimbursement COPs with the Series 2000 Refunding COP issue. c. FAHR00-55: Recommend to Board of Directors to: 1 . Approve selection of Dexia Credit local de France (DCLF) as the Standby Liquidity Facility Bank for the Series 2000 Refunding COPs; and, 2. Approve selection of Texas Chase Bank or State Street Bank as Trustee Bank for the Series 2000 Refunding COPs based on lowest annual cost to the District, and direct staff to report to the Board on the successful bidder at the June Board meeting. Motion: It was moved, seconded and duly carried to recomme,nd approval to the Board of Directors. (12) INFORMATIONAL PRESENTATIONS There were none. (13) OTHER BUSINESS, COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS. IF ANY There were none. Minutes of the Finance, Administration and Human Resources Committee Meeting Page4 June 14, 2000 (14) MA1TERS WHICH A DIRECTOR MAY WISH TO PLACE ON A FUTURE AGENDA FOR ACTION AND STAFF REPORT There were none (15) CONSIDERATION OF UPCOMING MEETINGS The next FAHR Committee meeting is scheduled for July 12, 2000 at 5 p.m. (16) CLOSED SESSION The Chair reported that the Committee would meet in Closed Session, as authorized by Government Code Section 54957 .6, to discuss and consider labor negotiations with Local 501 and SPMT Units. The Committee convened in closed session at 6:07 p.m. Confidential Minutes of the Closed Session held by the Finance, Administration and Human Resources Committee have been prepared in accordance with California Government Code Section 54957 .2, and are maintained by the Board Secretary in the Official Book of Confidential Minutes of Board and Committee Closed Meetings. No reportable actions were taken re Agenda Item No. 16(a)(1 ). At 6:14 p.m., the Committee reconvened in regular session. (17) ADJOURNMENT The Chair declared the meeting adjourned at approximately 6:15 p.m. Submitted by: appan Committee Assistant Secretary H:\wp.dta\agendalFAHRIFAHR2000\2000 Minutesl061400 FAHR MIN.doc STATE OF CALIFORNIA) ) SS. COUNTY OF ORANGE ) Pursuant to California Government Code Section 54954.2, I hereby certify that the Notice and the Agenda for the Finance, Administration, and Human Resources Committee meeting to be held on kvJ..£ J l/ , 2oof2, was duly posted ' ' for public inspection in the main lobby of the District's offices on !bv/L( £· 200.D.. IN WITNESS WHEREOF, I have hereunto set my hand this rP' _;a, day of /fz,ti'i.,~ I 200..[!. t L' Penny M. Kyl~Secreta Board of Directors Orange County Sanitation District \\RAOON\DATA 1 \WP.DTA\ADMIN\BS\FORMS\AGENDA CERTIFICATION-FAHR COMMITIEE.DOC June 8, 2000. Full Agenda Package Committee & Mailing List Blake P. Anderson• Dan Dillon Marc Dubois Steve Kozak Penny Kyle David Ludwin Greg Mathews Patrick Miles• Bob Ooten Lisa Tomko* Gary Streed Communications• Robert Ghlrem Mike White* Brad Cagle Bob Geggie Jeff Esber Patricia Jonk Lenora Crane Extras Notices and Agenda Only DISTRIBUTION FAHR COMMITTEE MEETING PACKAGE 40 13 1 1 1 1 2 1 1 1 1 1 1 1 1 1 1 1 1 1 1 5 (for meeting hand-out. if necessary) 7 Posting 1 Jean Tappan 1 Gail Cain 1 Rose Marsella 1 Frankie Woodside 1 Patricia Magnante 1 Janet Gray 1 Security 1 Ron Zenk, Dist. 14 Treasurer's Report Only c \\RAOON\OATA 1 \WP .OTA \ADMIN\BS\FAHR\OISTRIBUTIONLISTFAHR.OOC phDne: C714l 962-2411 malling address: P.O. Box 8127 Fountain Valley. CA 92728-6127 street address: 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Member Agencies Cit ies Anaheim Brea Buena Park Cypress Fountain Valley Fullerton Garden Grove Huntington Beach Irvine La Habra La Palma Los Alamitos Newport Beach Orange Placentia Santa Ana Sea/ Beach Stanton Tustin Villa Park Yorba Linda CDunty Df Orange Sanitary District s Costa Mesa Midway City Wat er Dis tricts Irvine Ranch ORANGE COUNTY SANITATION DISTRICT June 8, 2000 NOTICE OF MEETING FINANCE, ADMINISTRATION AND HUMAN RESOURCES COMMITTEE ORANGE COUNTY SANITATION DISTRICT WEDNESDAY, JUNE 14, 2000 -5:00 P.M. DISTRICT'S ADMINISTRATIVE OFFICES 10844 ELLIS AVENUE FOUNTAIN VALLEY, CALIFORNIA 92708 A regular meeting of the Finance, Administration and Human Resources Committee of the Board of Directors of the Orange County Sanitation District, will be held at the above location, date and time. "To Protect the Pub/le Health and the Environment through Excellence in Wastewater Systems" FINANCE, ADMINISTRATION AND HUMAN RESOURCES COMMITTEE MEETING DATES ,FAHR Committee Meeting Oates June 14, 2000 July 12, 2000 No Meeting Scheduled September 13, 2000 October 11 , 2000 November 8, 2000 December 13, 2000 No Meeting Scheduled February 14, 2001 March 14, 2001 April 11 , 2001 May 9, 2001 June 13, 2001 Board Meeting Dates June 28, 2000 July 19, 2000 August23,2000 September 27, 2000 October 25, 2000 November 15, 2000 December 20, 2000 January 24, 2001 February 28, 2001 March 28, 2001 April 25, 2001 May 23, 2001 June 27, 2001 ROLL CALL FINANCE, ADMINISTRATION AND HUMAN RESOURCES COMMITTEE Meeting Date: June 14, 2000 Time: 5:00 p.m. Adjourn: ----- COMMITTEE MEMBERS THOMAS R. SALTARELLI (Chair) ................................................ . MARK LEYES (Vice Chair) .••..••..•.••.••.....•.•••..•..........•...••......••.•••••• SHAWN BOYD .............................................................................. . JOHN M. GULLIXSON •••••••••.•••••.••.•.••.••••...•••....•....••..•..••.•••.••••.•••.• SHIRLEY MC CRACKEN .............................................................. . MARK A. MURPHY ....................................................................... . JAMES W. SILVA .......................................................................... . JAN DEBAY (Board Chair) ........................................................... . PEER SWAN (Board Vice Chair) .................................................. . OTHERS TOM WOODRUFF, General Counsel .............................................. . TOBY WEISSERT, Carollo Engineers............................................. __ STAFF BLAKE ANDERSON, General Manager .......................................... . DAVID LUDWIN, Director of Engineering ..•••..•........•••.••••..••••••..•.•.. BOB OOTEN, Director of Operations & Maintenance ................... .. LISA TOMKO, Acting Director of Human Resources .................... . GARY STREED, Director of Finance .............................................. . PATRICK MILES, Director of Information Technology ..••.••...•.••.••.• ROBERT GHIRELLI, Director of Technical Services ............. -.• ·~··· STEVE KOZAK, Financial Manager ............................................... . MIKE WHITE, Controller .•..•.•..•••..•..•.•.•••.•••••••••••••...•••••••••.•..••.••••.•••• GREG MATHEWS, Assistant to the General Manager ..•...•...•..•...•.. PENNY KYLE, Committee Secretary .............................................. . c: Lenora Crane June 8, 2000 July Update Human Resources Policies & Procedures Action July Annual Investment Policy Approval Action July Consider Full-Scale Procurement Card Action July Consider Annexation Fee Policy Action August Dark September Select Series 2000 Reimbursement COPs Underwriter Action September Quarterly Investment Management Report Information September Quarterly General Manager Approved Purchases Action September 1999-2000 Year-End Operational Report Information October Update Human Resources Policies & Procedures Action October Approve Series 2000 Reimbursement COPs Action November Consider Equity Adjustments Action November 1999-2000 Comprehensive Annual Financial Report Action November 2000-01 151 Quarter Financial & Operational Report Action AGENDA REGULAR MEETING OF THE FINANCE, ADMINISTRATION AND HUMAN RESOURCES COMMITTEE ORANGE COUNTY SANITATION DISTRICT WEDNESDAY, JUNE 14, 2000, AT 5:00 P.M. ADMINISTRATIVE OFFICE 10844 Ellis Avenue Fountain Valley, California 92708 In accordance with the requirements of California Government Code Section 54954.2, this agenda has been posted in the main lobby of the District's Administrative Offices not Jess than 72 hours prior to the meeting date and time above. All written materials relating to each agenda item are available for public inspection in the Office of the Board Secretary. In the event any matter not listed on this agenda is proposed to be submitted to the Committee for discussion and/or action, it will be done in compliance with Section 54954.2(b) as an emergency item or that there is a need to take immediate action which need came to the attention of the Committee subsequent to the posting of the agenda, or as set forth on a supplemental agenda posted in the manner as above, not Jess than 72 hours prior to the meeting date. (1) ROLL CALL (2) APPOINTMENT OF CHAIR PRO TEM , IF NECESSARY (3) PUBLIC COMMENTS All persons wishing to address the Finance, Administration and Human Resources Committee on specific agenda items or matters of general interest should do so at this time. As determined by the Chair, speakers may be deferred until the specific item is taken for discussion and remarks may be limited to five minutes. Matters of interest addressed by a member of the public and not listed on this agenda cannot have action taken by the Committee except as authorized by Section 54954.2(b). June 14, 2000 (4) APPROVE MINUTES OF PREVIOUS MEETING Approve minutes of the May 10, 2000, Finance, Administration and Human Resources Committee meeting. (5) REPORT OF COMMITTEE CHAIR (6) REPORT OF GENERAL MANAGER (7) REPORT OF DIRECTOR OF FINANCE (8) REPORT OF DIRECTOR OF HUMAN RESOURCES (9) REPORT OF GENERAL COUNSEL (10) CONSENT CALENDAR ITEMS Consideration of motion to approve all agenda items appearing on the Consent Calendar not specifically removed from same, as follows: I .All matters placed on the consent calendar are considered as not-requiring discussTciii'Or further explanation ana--1 unless any particular item is requested to be removed from the consent calendar by a Director, staff member or member of the public in attendance, there will be no separate discussion of these items. All items on the consent 1calendar will be enacted by one action approving all motions, and casting a unanimous ballot for resolutions !included on the consent calendar. All items removed from the consent calendar shall be considered in the regular , !order of business. I mbers of the public who wish to remove an item from the consent calendar shall, upon recognition by the chair, : a. e their name, address and designate by number the item to be removed from the consent calendar. I I Chair will detennine if any items ar~. to be deleted from ~he _consent calendar. J FAHR00-48: Receive and file Treasurer's Report for the month of May 2000. The Treasurer's Report will be distributed at the FAHR Committee meeting in accordance with the Board-approved Investment Policy, and in conformance to the Government Code requirement to have monthly reports reviewed within 30 days of month end. 2 b. FAHR00-49: c. FAHR00-50: d. FAHR00-51: e. FAHR00-52: June 14, 2000 Receive and file Certificate of Participation (COP) Monthly Report. Receive and file Employment Status Report as of June 1, 2000. Recommend to Board of Directors to renew the District's All-Risk Property and Earthquake Insurance Program for the period July 1, 2000 to July 1, 2001, in an amount not to exceed $955,000. Recommend to Board of Directors to renew the District's Boiler & Machinery Insurance Program for the period July 1, 2000 to July 1, 2001, in an amount not to exceed $70,792. END OF CONSENT CALENDAR Consideration of items deleted from Consent Calendar, if any. (11) ACTION ITEMS a. FAHR00-53: b. FAHR00-54: c. FAHR00-55: Recommend to Board of Directors to approve proposed Operating, Capital, Debt/COP Service and Self-Insurance Budgets for 2000-01, as follows: Joint Works Operating/Working Capital Worker's Compensation Self Insurance General Liability and Property Self-Insurance Collection System Operating Capital Improvement Program Debt/COP Service (Gary Streed & Mike White -30 minutes) $46,000,000 412,500 1,919,000 9,545,000 83,526,000 40,737,000 Recommend to Board of Directors to authorize the Director of Finance to issue a Request for Proposals for Investment Banking Services, and report back with recommendations for selection of investment banker(s) for issuance of Reimbursement Certificates of Participation. (Steve Kozak -5 minutes) Recommend to Board of Directors to: 1. Approve selection of Dexia Credit Local de France (DCLF) as the Standby Liquidity Facility Bank for the Series 2000 Refunding COPs; and, 2. Approve selection of Texas Chase Bank or State Street Bank as Trustee Bank for the Series 2000 Refunding COPs based on lowest annual cost to the District, and direct staff to report to the Board on the successful bidder at the June Board meeting. (Steve Kozak -5 minutes) 3 June 14, 2000 (12) INFORMATIONAL PRESENTATIONS (13) OTHER BUSINESS. COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS. IF ANY (14) MA TIERS WHICH A DIRECTOR MAY WISH TO PLACE ON A FUTURE AGENDA FOR ACTION AND STAFF REPORT (15) FUTURE MEETING DATES The next Finance, Administration and Human Resources Committee Meeting is scheduled for July 12, 2000, at 5 p.m. (16) CLOSED SESSION "ouring the course of conducting-thebu.sfness set forth on ttiTs-·agenda as a regular meeting of the Committee, the Chair may convene the Committee 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) employee actions or negotiations with employee representatives; or which are exempt from public disclosure under 1 1 · the California Public Records Act, may be reviewed by the Committee during a permitted closed session and are not available for public inspection. Af such time as final actions are taken by the Committee on any of these I subjects, the minutes will reflect all re9uired disclosure_s_o_f ·_m_fo_rm_a_t_io_n. ______________ __, A. Convene in closed session. 1. Confer with District's Labor Negotiators (Human Resources Representative and General Manager) re salaries, benefits, terms and conditions of employment for employees represented by IUOE -Local 501 and SPMT Unit (Government Code Section 54957.6). 8. Reconvene in regular session. C. Consideration of action, if any, on matters considered in closed session. (17) ADJOURNMENT Notice To Committee Members: For any questions on the agenda or to place any items on the agenda, Committee members should contact the Committee Chair or Secretary ten days in advance of the Committee meeting. Committee Chair: Committee Secretary: Thomas Saltarelli Penny Kyle (949) 833-9200 (714) 593-7130 ! ·----·-·---·-·--·-----J 4 • MINUTES OF FINANCE. ADMINISTRATION AND HUMAN RESOURCES COMMITTEE MEETING Orange County Sanitation District Wednesday, May 10, 2000, 5:00 p.m. A meeting of the Finance, Administration and Human Resources Committee of the Orange County Sanitation District was held on May 10, 2000 at 5:00 p.m., in the District's Administrative Office. (1) The roll was called and a quorum declared present, as follows: FAHR COMMITTEE MEMBERS: Directors Present: Thomas R. Saltarelli, Chair Mark Leyes, Vice Chair Shawn Boyd John M. Gullixson James W. Silva Mark A. Murphy Jan Debay, Board Chair OTHERS PRESENT: Tom Woodruff, General Counsel Don Hughes Toby Weissert Jeff Bower David Webb John Weingarden Bob Geggie (2) APPOINTMENT OF CHAIR PRO TEM No appointment was necessary (3) PUBLIC COMMENTS There were no public comments. Directors Absent: Peer Swan, Board Vice Chair Shirley McCracken STAFF PRESENT: Blake Anderson, General Manager Lisa Tomko, Director of Human Resources Bob Ooten, Director of Operations & Maintenance Gary Streed, Director of Finance Michelle Tuchman, Director of Communications Patrick Miles, Director of Information Technology Dawn McKinley, Sr. Human Resources Analyst Steve Kozak, Financial Manager Mike White, Controller Jean Tappan, Asst. Committee Secretary (4) RECEIVE, FILE AND APPROVE MINUTES OF PREVIOUS MEETING It was moved, seconded and duly carried to approve the minutes of the April 12, 2000 Finance, Administration and Human Resources Committee meeting. Minutes of the Finance, Administration and Human Resources Committee Meeting Page2 May 10, 2000 (5) REPORT OF THE COMMITTEE CHAIR The Committee Chair indicated a need to add one item as Agenda Item No. 17(a){1) needing immediate action that arose subsequent to the publication of the agenda to meet with the District's negotiators to discuss labor negotiations with Local 501 and the SPMT Units. He reported that an additional item could be added pursuant to California Government Code Section 54954.2(b)(2) upon a two-thirds vote of the Committee. It was moved, seconded and carried to find that the matter arose subsequent to the posting of the agenda pursuant to authority of California Government Code Section 54954.2(b)(2) and based on that to add the item to the agenda as Item No. 17(a)(1). The next FAHR Committee meeting will be June 14, 2000. (6) REPORT OF THE GENERAL MANAGER General Manager Blake Anderson reported on a request from the City of Huntington Beach, through the Cooperative Projects Program, to use federal funds for its 50% portion. The Steering Committee discussed this item at its April meeting. At that time the recommendation was to require an agency seeking District funds to provide local funds equal to the District's match, and if grant monies are used, any auditing costs would be borne by the agency. The Huntington Beach representative discussed the reasons for the request with the Cooperative Projects Committee members, and after considerable discussion, the Committee agreed to recommend changes in the agreements to allow the use of federal funds. There was a motion made, seconded and carried to support the recommendation of the Cooperative Projects Committee. The recommendations will be forwarded to the Steering Committee in May and the OTMS Committee and Board at their June meetings. Mr. Anderson reported on a spill that occurred in Costa Mesa at the College Avenue Pump Station, an aging facility that has been scheduled for rehabilitation in the next few years. The spill ended up in the Santa Ana River. The Orange County Health Care Agency then closed the beach. As a result of this spill, the status of the station will be evaluated immediately to see if the rehabilitation should be moved forward. Mr. Anderson also reported that escrow will close on Monday, May 15 for the purchase of property in Kings County for biosolids application. He met with two of the Kings County supervisors to introduce himself. Based on that discussion, staff will be making a concentrated effort to ensure that all regulations and standards for operating a composting facility are met. Additional site improvements will be made to improve the aesthetics of the property. Mr. Anderson also reported on the Little Hoover Commission report on Special Districts, which was released last week. The report contains five findings that special districts are not accountable to their communities, reserves are excessive, not well planned or justified, and property tax allocations need to be adjusted. Staff is preparing a white paper that will discuss the findings and the impacts on the District. Minutes of the Finance, Administration and Human Resources Committee Meeting Page 3 May 10, 2000 (7) REPORT OF DIRECTOR OF FINANCE Director of Finance Gary Streed reported that the District has again received an award for its Comprehensive Annual Financial Report and that Julie Matsamoto also received an award for leading this effort. As reported at last month's FAHR Committee meeting, the District's short-term portfolio holds two FINOVA Capital notes ($475,000) which were downgraded to BBB+ on the last day of the month. Both securities met the District's credit quality requirements when PIMCO purchased them in October 1999, and January 2000. However, the current downgraded securities are technically non-compliant with respect to credit quality. Staff has monitored and evaluated PIMCO's position in these securities with both PIMCO and Callan Associates, the District's investment advisor. Both firms recommend that the FINOVA securities continue to be held and monitored, as the notes are due to mature in October (less than six months), and the District would receive full payment of principal at maturity. The Committee members agreed with staffs recommendation. (8) REPORT OF DIRECTOR OF HUMAN RESOURCES Lisa Tomko, Acting Director of Human Resources, reported that the first negotiating meeting with the SPMT group is scheduled for Thursday, May 11, 2000. Additional details will be discussed in closed session. (10) REPORT OF DIRECTOR OF COMMUNICATIONS Michelle Tuchman, Director of Communications, reported that both Orange County and the City of Huntington Beach have scheduled meetings to discuss the development of a media action plan that will address beach closures for the summer. Blake Anderson announced that Ms. Tuchman has submitted, and he has accepted with regret, her resignation as Director of Communications. She will be leaving the District at the end of the month to join Nelson Communications. (10) REPORT OF GENERAL COUNSEL General Counsel Tom Woodruff had no report. (11) CONSENT CALENDAR ITEMS (Items a-g) a. FAHR00-32: Receive and file Treasurer's Report for the month of April 2000. b. FAHR00-33: Receive and file Certificate of Participation (COP) Monthly Report. c. FAHR00-34: Receive and file Employment Status Report as of May 1, 2000. Minutes of the Finance, Administration and Human Resources Committee Meeting Page 4 May 10, 2000 d. FAHR00-35: Receive and file report of General Manager approved purchases in amounts exceeding $50,000 in accordance with Board purchasing policies. e. FAHR00-36: Recommend that the Board of Directors receive and file Quarterly Investment Management Program Report for the period January 1, 2000 through March 31, 2000, f. FAHR00-37: Recommend that the Board of Directors receive and file the Third Quarter Financial and Operational Report for the period ending March 31, 2000. g. FAHR00-38: Recommend that the Board of Directors adopt Resolution No. OCSD 00-_, Amending Resolution No. OCSD 98-33, Amending Human Resources and Policies Procedures Manual. END OF CONSENT CALENDAR Motion: Moved, seconded and duly carried to approve the recommended actions for items specified as 11 (a) through (g) under Consent Calendar. (12) ACTION ITEMS (Items a-g) a. FAHR00-39: Adopt Resolution No. OCSD 00-_, Amending Resolution No. OCSD 98-33, Amending Human Resources and Policies Procedures Manual, providing for: (1) Create Accounting Supervisor classification at pay range E11 ($60,828-$86,064); (2) Create Human Resources Supervisor classificaUon at pay range E11 ($60,828-$86-064); (3) Create Lead Pump Power Operator at pay range 2015 ($47,285-$58,883); and , (4) Change the title of Senior Plant Operator to Lead Plant Operator. Motion: It was moved, seconded and duly carried to recommend approval to the Board of Directors. Director Gullixson opposed. b. FAHR00-40: Direct staff to work with member agencies to evaluate the potential to collect Capital Facilities Capacity Charges (CFCC) for high· demand users in two phases: when building permits are issued, and when tenant improvement permits are issued. Motion: It was moved, seconded and duly carried to approve. c. FAHR00-41: Adopt a policy of maintaining the adopted Capital Facilities Capacity Charge rate and structure until the _Strategic Plan Capital Improvement Program is modified. Motion: It was moved, seconded and duly carried to recommend approval to the Board of Directors. • Minutes of the Finance, Administration and Human Resources Committee Meeting Page 5 May 10, 2000 d. FAHR00-42: (1) Implement Sewer Service Charge rates for 2000-01 equal to those previously adopted for Revenue Area 3. These rates will be based upon the single-family residential rate of $78 per year and the percentages adopted in Ordinance No. OCSD-05. Previously adopted higher rates in other Revenue Areas may be implemented as needed in the future; and, (2) Implement previously adopted Sewer Service Charge rates in Revenue Area 7. The base single-family residential rate will be $73 per year. Motion: It was moved, seconded and duly carried to recommend approval to the Board of Directors. Directors Gullixson and Leyes opposed. e. FAHR00-43: Adopt Ordinance No. OCSD-_, Amending Table C of Ordinance No . OCSD-06, Relating to Source Control Permit User Fees, setting the rates for 2000-01 .. Motion: It was moved, seconded and duly carried to recommend approval to the Board of Directors. Director Gullixson voted no. f. FAHR00-44: Adopt Ordinance No. OCSD-_, Amending Table B of Ordinance No. OCS0-05, Continuing and Establishing Sanitary Sewer Service Charges. Motion: It was moved, seconded and duly carried to recommend approval to the Board of Directors. g, FAHR00-45: Approve an increase to the Temporary Employment Services total contracts by $200,000, from $1,000,000 to $1 ,200,000 for remainder of Fiscal Year 99-00, and approve funding in the amount of $2,402,000 for Fiscal Year 00-01. Motion: It was moved, seconded and duly carried to recommend approval to the Board of Directors. (13) INFORMATION PRESENTATIONS a. FAHR00-46: 2000-01 Budget Status Controller Mike White presented the proposed 2000-01 Joint Operating Budget and explained the changes. David Ludwin presented the proposed Capital Improvement Program budget for the coming year. The final documents will be presented to the FAHR Committee at its June meeting and submitted to the Board for approval at its June 28 regular meeting. b. FAHR00-47: Update on COP Restructuring Financial Manager Steve Kozak updated the members on the status and Minutes of the Finance, Administration and Human Resources Committee Meeting Page 6 May 10, 2000 development of the approved two-phase financing plan to restructure and modernize the District's existing COP long-term debt. He also reported that all three municipal bond rating agencies, Moody's, S&P and Fitch, awarded "'Aa" category credit ratings to the District. This allows the District to move forward with final structuring and issuance of the Series 2000 COPs, and with substitution of modernized bond documents for the 1992 and 1993 COPs. Mr. Kozak also reported that Director Swan had contacted staff and requested that his support for issuing the Series 2000 Refunding COPs as variable rate debt, and including the issuance of an additional $150 million reimbursement financing piece with the Series 2000 Refunding COPs. Director Boyd expressed concern about the competitive bidding process for underwriters. Staff will review its practices and consider bidding all issues. Motion: It was moved, seconded and duly carried to receive and file the report; to recommend a financing of the $150 million reimbursement but as an issue separate from the current refunding issue. (14) OTHER BUSINESS, COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY There were none. (15) MATTERS WHICH A DIRECTOR MAY WISH TO PLACE ON A FUTURE AGENDA FOR ACTION AND STAFF REPORT There were none (16) CONSIDERATION OF UPCOMING MEETINGS The next FAHR Committee meeting is scheduled for June 14, 2000 at 5 p.m. (17) CLOSED SESSION The Chair reported that the Committee would meet in Closed Session, as authorized by Government Code Section 54957.6, to discuss and consider labor negotiations with Local 501 and SPMT Units. The Committee convened in closed session at 7:40 p.m. Confidential Minutes of the Closed Session held by the Finance, Administration and Human Resources Committee have been prepared in accordance with California Government Code Section 54957.2, and are maintained by the Board Secretary in the Official Book of Confidential Minutes of Board and Committee Closed Meetings. No reportable actions were taken re Agenda Item No. 17(a)(1). At 8:30 p.m., the Committee reconvened in regular session. Minutes of the Finance, Administration and Human Resources Committee Meeting Page 7 May 10, 2000 (19) ADJOURNMENT The Chair declared the meeting adjourned at approximately 8:30 p .m . Submitted by: 1Vadooldele 11wp.dlelllg•nde\FAHRIFAHR20<Xll2000 Wnute.sVJ51000 FAHR MIN.doc FAHR COMMITTEE Meeting Date To Bel. of Dir. 06/14/00 N/A AGENDA REPORT Item Number Item Number FAHR00-49 prange County Sanitation District FROM: Gary Streed, Director of Finance Originator: Steve Kozak, Financial Manager SUBJECT: CERTIFICATES OF PARTICIPATION (COP) MONTHLY REPORT - MAY2000 GENERAL MANAGER'S RECOMMENDATION Receive and file Certificates of Participation (COP) Monthly Report for the month of May2000. SUMMARY Since June 1995, the daily rate COP program remarketing agents have been PaineWebber for the Series "A" and the 1993 Refunding COPs, and J.P. Morgan for the Series "C" COPs. Most fixed rate Series "B" COPs have been refunded and the 1992 Refunding COPs have always been remarketed by PaineWebber in a weekly mode. During the month of May, the District's variable interest rate COPs performed at a slightly higher average interest cost than the benchmark composite index. Over the last year, the District's variable rate COPs performed at a slightly lower average interest cost than the benchmark. The benchmark composite index consists of several variable rate COPs issued by other utility agencies similar in par amount and credit quality to the District's COPs. PROJECT/CONTRACT COST SUMMARY None. BUDGET IMPACT 0 This item has been budgeted. 0 This item has been budgeted, but there are insufficient funds. 0 This item has not been budgeted. [81 Not applicable (information item) ADDITIONAL INFORMATION For the month of May 2000, graphical and tabular reports are attached. The first graph entitled, "OCSD COP Rate History Report," shows the variable interest rates on each of the daily rate COPs since the last report, and the effective fixed rate for the two refunding issues which are covered by an interest rate exchange agreement commonly called a Aswap.=: H:\wp.dta\agendalFAHR\FAHR2000\2000 Agenda Reports\FAHR00·49.doc Reo.ised: 8/20/98 Page 1 The second bar chart entitled, ucomparative Daily COP Rate History Report," shows the performance of the District's Daily Rate COPs as compared to a composite index rate, which represents the average rate of six similar variable rate daily reset borrowings. The third bar chart entitled, "COP Rate History, Comparison of Highest & Lowest Rates," compares the performance (monthly average interest rate) of the District's Daily Rate COPs with the highest and lowest monthly average rates from among six similar variable rate daily reset COPs. The table entitled, "COP Rate History, Comparison of Monthly Averages," shows the monthly variable interest rate performance of the District's Daily Rate COPs as compared to the composite index. Estimated annual interest payments calculated for a standard $100 million par amount, are also shown. Variable rates historically rise at the end of each calendar quarter, and especially at year-end, because of business taxes and liquidity requirements. The rates tend to decline to prior levels immediately in the following month. Staff maintains continuous rate monitoring and ongoing dialog with the remarketing agents to keep the Committee fully informed about developments in the program as they may occur. ALTERNATIVES None. CEQA FINDINGS None. ATTACHMENTS 1. Graph -OCSD COP Daily Rate History Report 2. Graph -Comparative Daily COP Rate History Report 3. Graph-COP Rate History, Comparison of Highest & Lowest Rates 4. Tabular -COP Rate History, Comparison of Monthly Averages GGS:SK:lc H:\wp.dtalagenda\FAHRIFAHR2~000 Agenda Repo.WIFAHRC0-49,dcx: Revised: 8/20/98 Page2 Prepered by Finance, 06/05/2000, 9:37 AM COMPARATIVE DAILY COP RATE HISTORY REPORT MAY, 2000 6.00...--~~~____:~================================================================!!!!!...~--. 4.00 -~ 0 -UJ 3.00 I-~ 2.00 1.00 ' 0.00 I DATE m m m m m m m 0 0 0 0 0 m m m m en en m 0 0 0 0 0 r:: '3 ci) a. ..... > u-c.-.J:I ...: ...: > ::J ::I (1) u 0 (1) C'O (1) C'O a.. C'O .., -, <( en 0 z 0 -, u. ~ <( ~ DOCSD a COMPOSITE INDEX G :\excel .dte\fin\2220\geggi\Finance\dailycopintrate .xis G) ,, ~ 0 ; ~ ~ "2 !!. RATE(%) !. ~ m ~ m :s 0 ..a. N ~ ~ ?' 0) 'Tl ::J :; I\) 0 b b 0 b 0 0 I» "' .~ "' 0 0 0 0 0 0 0 0 16 09-Jun-99 ~ ~ l.Q i; 23-Jun-99 p;; :r Ill ~ ::J ~ 07-Jul-99 ID ::0 ~ )> -i )> m 21-Jul-99 s:: I en ;-i ~ 04-Aug-99 0 18-Aug-99 0 en 01-Sep-99 c 15-Sep-99 0 29-Sep-99 0 ""O 13-0ct-99 c +f > 27-0ct-99 -r-)>""O 3: -< -Q> 10-Nov-99 G>-· => ~ ~ cnco ~~ 24-Nov-99 Q) co "O O' .. O' CD 08-Dec-99 N ..., m 0 22-Dec-99 0 :::c 0 -05-Jan-OO en ++ -4 19-Jan-OO 0 en<-~ o ~ o. 02-Feb-OO G>~ coo ~ 16-Feb-OO ;o ~Q) m (I)=> "O 01-Mar-OO "tJ 0 15-Mar-OO ;o 29-Mar-OO -4 12-Apr-OO 26-Apr-OO 10-May-OO 24-May-OO COP RATE HISTORY COMPARISON OF HIGHEST & LOWEST RATES 4.90 ·--······································································-·-··-·-·······················-··-··················································-························································--····· 4.65 ·················································································································-··················································································· 4.40 ............................................................................. -..................................................................................................................... _ 4.15 ..................................................................................................................................................................................................... . 3.90 ·························································································································································-··················-···--·················· ~ 3.65 .................................................................................................................................................................................................... .. 0 -w t-~ 3.40 .............................................................................................................................................................. . 2.90 .... 2.65 .... 2.40 .... 2.15 .... HIGH LOW l!I Highest rate G:\excel.dta\fin\2220\geggl\Flnance\RATEH IST _HILO _bargraph D OCSD/J.P. Morgan • OCSD/PaineWebber ~ Lowest rate Prepared by Finance, 06/05/2000, 9:42 AM Prepared by Finance, 06/05/2000, 9:38 AM Jun-99 Jul-99 Aug-99 Sep-99 Oct-99 Nov-99 Dec-99 Jan-00 Feb-00 Mar-OO Apr-00 May-00 ' AVERAGE DAILY COP RA TE HISTORY COMPARISON OF MONTHLY AVERAGES JUNE, 1999 -MAY, 2000 OCSD $100M $98.5M $46M Series"A" Series"C" Series 93 Ref PaineWebber J.P. Morgan PaineWebber 3.30 3.25 3.30 2.35 2.36 2.35 2.82 2.82 2.82 2.98 2.97 2.98 2.99 3.01 2.99 3.36 3.30 3.36 2.93 3.01 2.93 2.51 2.53 2.51 1.95 1.97 1.95 3.20 3.18 3.20 3.46 3.44 3.46 4.76 4.80 4.76 3.05% I 3.05% I 3.05% ESTIMATED ANNUAL INTEREST PAYMENTS PER $100M PAR AMOUNT $ 3,050,833 $ 3,053,333 $ 3,050,833 •FOOTNOTE Composite index consists of the following COP transactions: • IRWD, Series 86, $60M, Smith Barney • IRWD, Series 93 "A" Refunding, $87.6M, Bankers Trust . IRWD, Series 93 "B" Refunding, $41.SM, J.P. Morgan • IRWD, Series 95 Refunding, $117.SM, PaineWebber Composite Index • 3.28 1: 2.36 2.83 2.98 3.03 3.38 2.97 2.50 1.99 3.22 3.49 4.73 3.06% $ 3,063,333 • Western Riverside Co. Reg. Wastewater Auth., Series 96, $25.4M, PaineWebber • Orange Co., Irvine Coast Asst. Dist. 88-1, $94.SM, J.P. Morgan • SCE, $192M, Lehman G:\excel.dta\fin\2220\geggi\Finance\COPdally$rate comparison FAHR COMMITTEE Meeting Date To Bd. of Dir. 06/14/00 AGENDA REPORT Item Number Item Number FAHROO·SO Orange County Sanitation District FROM: Lisa Tomko, Director of Human Resources & Employee Development Originator: John Weingarden, Human Resources Analyst SUBJECT: EMPLOYMENT STATUS REPORT AS OF JUNE 1, 2000. GENERAL MANAGER'S RECOMMENDATION Receive and file the Employment Status Report. SUMMARY Total FTE headcount at the District as of June 1, 2000 is 496.75. PROJECT/CONTRACT COST SUMMARY Not applicable. BUDGET IMPACT D This item has been budgeted. (Line item: ) D This item has been budgeted, but there are insufficient funds. D This item has not been budgeted. C8] Not applicable (information item) ADDITIONAL INFORMATION The District had a full-time equivalent (FTE) headcount of 496.75 as of June 1, 2000. The actual number of employees was 507. There were no promotions during the month of May: There were four new employees hired during the month of May. • Part Time Secretary (Purchasing) • EDMS Lead (Planning & Design) • Sr. Accounting Clerk (2) (Accounts Receivable) \\tadoo\data1'tNp.dta\agenda\FAHR\FAHR2000\2000 Agenda Repoits\FAHRQ0.50.dot Revised: 8/20/98 Page 1 ALTERNATIVES Not applicable. CEQA FINDINGS Not applicable. ATTACHMENTS June 01, 2000 Employment Status -Report. Performance compared to 3-Year Staffing Plan. lltadonldeta1WJ>.clta\agendalFAHR\FAHR2000\2000 Agenda ReportslFAHR00.50.dot Rflll!Md: 8120198 Page2 00/0112000-10:04 AM Employment Status Report Regular Regular Actual Va<:ant Budget Plan Plan Positions Regular Part-time Part•lime FTE. Positions FTE FTE FTE wfin Final plan Full-time 20hours 30 hours Conrro<:t Intern LOA Count FY99-00 99-00 ()(>.()1 01-{)2 (FY01·02) 11 o -General Management Admin 300 0.00 0 00 0.00 0 00 000 3.00 1.00 4 00 4.00 4.00 1 00 Total General Management 3.00 0.00 0.00 o.oo o.oo o.oo 3.00 1.00 4.00 4.00 4.00 1.00 210. Finance Administration 4,00 0 00 0.00 0.00 o oo 0 00 ·4.00 0.00 4.00 4 00 4.00 o.oo 220 -Accounting 14.00 0.00 o.oo 0 00 0.00 0,00 14.00 2.00 16.00 16.00 1600 2.00 230 -Purchasing & Warehousing 14 00 1.50 0.00 0.00 0.00 0.00 15.SO 2.00 17.50 17 50 17.50 2.00 Total Finance 32.00 1.50 0.00 0.00 0.00 0.00 33.llO 4.00 37.50 37.50 37.50 4.00 310 ·Communications 7,00 o oo o.oo 0,00 0 00 1.00 8.00 1.00 900 9 00 900 1.00 Total Communications 7.00 0.00 0.00 0.00 0.00 1.00 8.00 1.00 9.00 9.00 9.00 1.00 510 -HR & Employee Del/elopment 9.00 0.00 0.75 000 o oo 0.00 9.75 0:50 10.25 10 25 10,.25 0.50 Total Human Resources 9.00 0.00 0.75 0.00 0.00 0.00 9.75 0.60 10.25 10.25 10.25 0.50 610 -Technical Services Admin 2 00 0 00 0.00 0.00 0.00 o.oo 2.00 0.00 2.00 2.00 2.00 0 00 620 -Environmental Compliance & Monitoring 18 00 o oo 0,00 o oo 1.00 000 19.00 1.50 20,50 20.50 20,50 1,50 630 -Environmental Laboratory 29.00 2.00 0.00 o.oo 0 50 o 5o 32,00 0.00 32.00 32.00 32.00 0 00 640 -Source Control 33,00 0.00 0.75 0.00 000 000 33.75 0.00 33.75 33.75 33,75 o.oo 650 -Safety & Emergency Response 8,00 0.00 0.00 0.00 0.50 0.00 8.50 •t .00 7.50 7 50 7.50 ·1 00 0 00 Total Technical Services 90.00 2.00 0.75 0.00 2.00 0.50 K.211 uo 95.75 95.75 95.75 0.50 710 -Engineerlng Administration 3.00 0,00 0.00 0,00 0.00 0,00 3.00 o,oo 3.00 3 00 3,00 0.00 720 -Planning & Design Engineering 29.0() 0.(10 0.75 0.00 a.so 0.00 30.25 5.00 35.2S 35.25 35.25 5 00 730 -Const11Jation Management 36.00 0.00 000 0.00 0 00 1.00 37.00 -0.25 36 75 36.75 36.75 -025 Total Engineering 68.00 o.oo 0.75 o.oo o.so 1.00 70.26 •.76 75.00 75.00 75.00 4.75 420 -Collection Facilities Mice 18.50 0.00 0.00 0.00 0.00 0.00 18.60 ·1.00 17.50 1950 19.50 1.00 430 -Plant Maintenance 29.50 0.00 o.oo 0 00 o.oo 0.00 29.50 0.00 29.50 29.50 28.SO -1.00 810 -0 & M Administration 2.00 0.00 0.00 0.00 0.00 0.00 2.00 1.00 3.00 2.00 2.00 0.00 820 • 0 & M Process Support 8.00 0.00 0 00 a.so 0.50 0.00 9.00 1.00 10.00 9.25 9.25 0.25 830 -Plant 1 Operations 32.00 050 o oo 0 00 0.00 0.00 3.2.SO 0.83 33.33 34.33 34.33 1.83 840 • Plant 2 Operations 39 00 0.00 0.00 000 000 000 39.00 0:33 39.33 37.33 37 33 -1.67 850 -Meohanrcal Mtce 44.00 0,00 0 00 0.00 0.00 0.00 44,0Q 1.50 45.50 45.50 45.50 1.50 860 • Electrical & I nstnimentation Mice 55.00 0.00 0.00 0 00 000 0.00 55.00 0.50 SS.SO 55.50 55 50 0.50 870 -Cogeneration 9.00 0.00 0.00 o oo 000 0.00 9.00 1.34 10 34 10.34 10 34 1,34 880 • Air Quality & Special Projects 9 00 0,00 0.00 o.oo 0.50 0.00 9.50 0.50 10,00 9.50 9.50 0.00 Total Operations & Maintenance 246.00 0.50 0.00 0.50 1.00 0.00 2".00 -6.00 254.00 252.75 251.75 '.l.75 910 -IT Admln 2 00 o.oo 0.00 0.00 o.oo 0.00 2.00 0.00 2.00 2.00 2 00 0.00 930 -Customer & Network Support 12.00 0.00 0.00 0.00 o oo 0 00 12.00 3.00 15.00 15.00 15.00 3.00 940 · Programming & Database Sys 7 00 000 0.00 0,00 0,00 0.00 7.00 0.00 700 7 00 7 00 0 00 950 -Process Controls Integration 8.00 0.00 0.00 000 0.00 0 00 8.00 1.00 9.00 9.00 9 00 1,00 Total Information Technology 29.00 0.00 o.oo 0.00 0.00 0.00 2.9.00 4;00 33.00 33.00 33.00 uo - Total Stafllna 414.001 4..001 2.261 o.601 3.601 2.150 496.76 tt.16 618.'60 517.26 616.26 19.50 Offers Outstanding: 4..00 Recruitments pending, but not offered: 9.00 Ac11.1al FTE'll with curntnt nic:rultments tllled: -609.T.6 g:lexe<!I dlo\lu\510\weinganlen\3-Year Slaffin9 Plim Performance to 3-Year Staffing Plan . . 550 540 •• .... .... 530 ....... 520 -. ·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-~ 510 500 490 480 • FTE Headcount -· • · -3 Year Staffing Plan 470 J AS 0 ND J F MAM J J AS 0 ND J F MAM J l FY 98-99 I FY 99-00 I .\ FAHR COMMIITEE Meeting Date To Bd. of Dir. 06/14/00 06/28/00 AGENDA REPORT Item Number Item Number FAHR00-51 Orange County Sanitation District FROM: Gary Streed, Director of Finance Originator: Steve Kozak, Financial Manager SUBJECT: ANNUAL RENEWAL OF THE DISTRICTS ALL-RISK PROPERTY ANO EARTHQUAKE INSURANCE PROGRAM, FY 2000-01 GENERAL MANAGER'S RECOMMENDATION Renew the District's All-Risk Property and Earthquake Insurance Program for the period July 1, 2000 to July 1, 2001, in an amount not to exceed $955,000. SUMMARY This agenda report recommends the annual renewal of All-Risk Property and Earthquake insurance coverage for the District for FY 2000-01. The All-Risk insurance program provides comprehensive coverage for the District's real and personal property from all perils including fire, flood, earthquake, and business interruption. The FY 2000-01 All-Risk program is recommended for renewal with continuation of an. enhanced $300 million blanket loss limit for fire damage. Because capacity and pricing in the property and casualty insurance market has tightened in recent months, the premium for FY 2000-01 will be greater than last year ($955,000 vs. $890,250), and the loss sublimit for earthquake damage will be reduced ($50 million vs. $65 million). However, the FY 2000-01 premium remains lower than the FY 1998-99 premium ($1,020,000); provides greater earthquake coverage than FY 1998-99 ($50 million vs. $40 million); and includes a new coverage enhancement of a $15 million deductible cap on any earthquake loss. Sufficient funds have been budgeted to cover premium costs. PROJECT/CONTRACT COST SUMMARY N/A BUDGET IMPACT ~ This item has been budgeted. (Line item: ) D This item has been budgeted, but there are insufficient funds. D This item has not been budgeted. 0 Not applicable (information item} H:\wp.dtalagenda\FAHRIFAHR2000\2000 Agenda Reports\FAHR00·51.doc Revised: 8/20/98 Page 1 ADDITIONAL INFORMATION Background The District's FY 1999-00 All-Risk program has covered the District's property with a $300 million blanket loss limit for all perils, including flood damage, and a $65 million sublimit for earthquake damage. The deductible for earthquake related claims is calculated at 5% of loss, subject to a $100,000 minimum per occurrence. The deductible for all other perils is $25,000 per occurrence. Multiple insurance carriers underwrite the All-Risk program to distribute risk exposure and to ensure competitively bid premiums. Thus, the District's premium costs are controlled, while obtaining maximum coverage levels for the District. 2000-01 Renewal Cycle For a second year, Robert F. Driver Associates, the District's Broker of Record, marketed renewal of the District's All-Risk Program through a nationwide joint purchase property insurance program called Public Entity Property Insurance Program (PEPIP). It is important to note that the joint purchase property insurance program involves no pooling or sharing of coverages with any other public entities. As a result of the significant purchasing power ($20 million combined annual premium) of the PEPIP joint purchase program, the FY 2000-01 renewal option will maintain the existing $300 million blanket coverage, and will mitigate premium cost increases prevalent in today's restrictive property and casualty insurance market. However, as reported by the attached Robert F. Driver letter, the earthquake sublimit will be reduced from $65 million to $50 million due to pricing considerations. The cost of an additional $15 million in earthquake coverage would cost another $225,000. To mitigate the reduction in the earthquake sublimit, Driver successfully negotiated a $15 million cap on the deductible for the $50 million sublimit, thereby protecting the District's exposure to a large deductible payment in the event of loss. Recommendation The 2000-01 All-Risk program is recommended for renewal through the PEPIP joint purchase program with a $300 million blanket loss limit for all perils, and a $50 million loss limit for earthquake coverage. The premium cost for FY 2000-01 will not exceed $955,000, including taxes and fees. Sufficient funds have been budgeted to cover premium costs. ALTERNATIVES 1. Self-insure for all property-related exposures. 2. Self-insure for earthquake-related perils. 3. Purchase additional $15 million earthquake coverage at an annual premium cost increase of $225,000. CEQA FINDINGS NIA H:Wwp.dlalilgenda\FAHR\FAHR~ Agenda R1!1Jofts\FAHROO.G1 .doc RIMsecl: 8l20/98 Page2 ATTACHMENTS 1. Broker of Record Letter Dated June 2, 2000 H:\wp.dla\agenda\FAHRIFAkR2000.2000 Agenda ReportsiFAHRCO.S1.doc Revised; 8(20/98 Page3 Ril£ _R_O_B_E_R_T_F_._D_R_I_V_E_R_A_S_S_O_C_IA_T_E_S __ a_D_iv_is_io_n _or_R_ob_e_rt_F_. n_r_iv_er_c_o_.,_1n_c. __ .......,:. Founded on knowledge. integrity and service. ASSOCIATES' June 2, 2000 Mr. Steve Kozak, Financial Manager Orange County Sanitation District PO Box 8 127 Fountain Valley, CA 92728 RE: All Risk Property Insurance Renewal, FY 00-01 Dear Steve: We are finalizing our marketing efforts for the current renewal through July l, 2001 at a $300 million coverage level including flood with a $50,000,000 earthquake sub-limit of coverage. The annual premium cost should not exceed $955,000. Annual premium costs have risen slightly, and earthquake coverage at reasonable cost factors, is becoming less available due to an increasingly restrictive market.· To underscore this fact, Lloyd's London has quoted an approximate pre mium of $225,000 to provide an additional $15,000,000 of earthquake coverage which would provide the same overall earthquake coverage as last year, but at a 30 per cent (30%) higher overall cost As further evidence of deteriorating market conditions, we attach a schedule of excess earthquake insurers who have either reduced their coverage under the renewal program or who have declined to offer coverage. We believe however, that the PEPIP primary layer joint purchase program, which the District joined last year, has mitigated many of these negative marketplace conditions. PE PJP's large premium volume of more than $20 million should continue to stabilize the further impact of continuing marketplace restrictions for PEPIP participants, such as the rnstrict. We are confident that the program with its provision of broad terms and conditions, as evidence by the provision of a maximum earthquake deductible of $15 mi!Hon remains very competitive in terms of both price and coverage. For further perspective, please note that the proposed insurance renewal affords more earthquake and fl ood coverage at a lower cost than tbe District~s 1998 program, which in turn was considerably less expensive th an in previous years. Note that there is no pooling or sharing of coverage with other entities under the program in which we are still able to take advantage of scale economies in the marketplace to· realize superior pricing and coverage with all insures rated "A" by AM. Best Company's Rating Guide. Newport Beach -1041 M<1cAn/111r Blvd., #300, P.O. Box 6450. Newport Beach. California 92658-6450 • (949) 756-027 I • Fax (9:./9) 756-2713 lie# OC36861 • www.rfdriver.com San Diego Escondido Sacramento Fresno Sa11 Francisco June 2, 2000 Orange County Sanitation District Page 2 We recommend the group purchase program (PEPIP) option at $300 million with a $50 million earthquake sub-limit and a $15 million maximum earthquake deductible cap for its obvious cost and coverage benefits as well as for what we envision to be a much more stable placement should marketplace conditions deteriorate. We shall forward a schedule of participating insurers ·and summary detailing important policy terms and conditions under separate cover. Sincerely, ROBERT F. DRIVER ASSOCIATES, INC. ~~/(¥~ Donald H . McLean First Vice President •' . , Orange County Sanitation District The following markets have declined to participate: ACE USA -DECLINED EXCESS CAPACITY USED UP IN PRIMARY PARTICIPATION OF OCSD Affiliated FM -NO DIC COVERAGE AND NO ZONE B NEWPORT FAULT EQ Agricultural (Great American) -REDUCED EXCESS CAPACITY, PART USED UP IN PRIMARY PARTICIPATION OF OCSD *REDUCED EXCESS LIMITS BY $3,000,000 Arrowhead (Clarendon)-THE IRAS READINGS ARE VERY HIGH IN THIS AREA NO PML CAPACITY IN THIS ZONE Associated -TO LARGE FOR PRIMARY /FIRST EXCESS Commonwealth -FAULT EXPOSURE/SOIL Coregis -DECLINED EXCESS CAPACITY USED UP IN PRIMARY PARTICIPATION OF OCSD Essex -NEWPORT FAULT EXPOSURE, CONCENTRATION OF TIV and IRAS READINGS ARE VERY HIGH IN THIS AREA First State -NEWPORT FAULT EXPOSURE THE IRAS READINGS ARE VERY HIGH IN THIS AREA, PREMIUM TOO LOW Fulcrum -TIV TO LARGE General Star -NEWPORT FAULT EXPOSURE, CONCENTRATION OF TIV and IRAS READINGS ARE VERY HIGH IN THIS AREA Great American -VERY HIGH PML READING FROM IRAS and PREMIUM TOO LOW *ICW -DECLINED THIS YEAR LAST YEAR ACCOMMODATION LOST $3,000,000 .. Northshore Management -NEWPORT FAULT EXPOSURE AND FORM Pause (Reliance IL) -CAPACITY USED IN PEPIP CANNOT ADD MORE NEWPORT FAULT EXPOSURE Pacific Select -NEWPORT FAULT EXPOSURE AND FORM RLI -*REDUCED BY $2,000,000 DUE TO HIGH PML IN ZONE B Royal (E & S)-NEWPORT FAULT ACCUMULATIONS AND PREMIUM TOO LOW St. Paul -LIMITS WITHIN PML DUE TO HIGH IRAS READING AND LOW PREMIUM Safeco (F. B. Beattie)-NO LONGER OFFERING CA EARTHQUAKE *Travelers-HIGH IRAS READING AND LAST YEAR WAS ACCOMMODATION LOST $2,500,000 USF&G I St. Paul -CAN NOT ATIACH UNDER $100 MILLION Wausau -PRICING TOO LOW AND NEWPORT FAULT EXPOSURE Zurich -WILL NOT WRITE DIC AND ONLY A PRIMARY MARKET Munich Re -NO MORE ZONE B NEWPORT FAULT CAPACITY Swiss Re -NO MORE ZONE B CAPACITY XL EUROPE -NO MORE CAPACITY FOR ZONE B AND LOW PRICING Lloyds -PRICING TOO LOW FAHR COMMITTEE Meeting Date 06/14/00 AGENDA REPORT Item Number FAHR00-52 Orange County Sanitation District FROM: Gary Streed, Director of Finance Originator: Steve Kozak, Financial Manager SUBJECT: ANNUAL RENEWAL OF BOILER & MACHINERY INSURANCE PROGRAM, FY 2000-01 GENERAL MANAGER'S RECOMMENDATION To Bd. of Dir. 06/28/00 Item Number Renew the District's Boiler & Machinery Insurance Program for the period July 1, 2000 to July 1, 2001, with CNA Insurance Company, in an amount not to exceed $70,792. SUMMARY This agenda report recommends the annual renewal of Boiler & Machinery insurance coverage for the District for FY 2000-01. T.he Boiler & Machinery insurance program provides comprehensive coverage for loss caused by machinery breakdown and explosion of steam boilers or other covered process equipment, including damage to the equipment itself and damage to other property caused by a covered accident. Sufficient funds have been budgeted to cover premium costs. PROJECT/CONTRACT COST SUMMARY NIA BUDGET IMPACT ~ This item has been budgeted. (line item: ) 0 This item has been budgeted, but there are insufficient funds. 0 This item has not been budgeted. D Not applicable (information item) ADDITIONAL INFORMATION Background The District's FY 1999-00 Boiler & Machinery insurance program provides coverage ($100 million per occurrence/$100,000 deductible) for losses caused by covered machinery breakdown (e.g., motors, steam turbines, digesters, co-gen engines). Damages to the equipment, as well as damages to other property and improvements caused by the machinery breakdown, are covered by the boiler & machinery insurance. This program augments the District's all-risk property insurance which covers perils such as fire, flood, and earthquake. H:\wp.dtalagenda\FAHRIFAHR200<Jl2000 Agenda Reports\FAHROJ.52.doc Revised; 8/20/98 Page 1 2000-01 Renewal Cycle Robert F. Driver Associates, the District's Broker of Record, has completed their survey of the current Boiler & Machinery insurance market, and recommends that the District renew Boiler & Machinery insurance coverage with CNA Insurance Company for FY 2000-01. To analyze available coverage levels and premium costs, Driver marketed the District's Boiler & Machinery insurance requirements to three insurance carriers. Hartford Insurance Company, the District's current boiler & machinery insurance underwriter, quoted the District a premium cost of $81,979, an increase of $10,693 above the 1999-00 premium ($71,286). Hartford offered no explanation for their proposed 15% premium increase. Their proposal included no coverage enhancements. The two other proposals from CNA Insurance Company and Travelers Indemnity Company were much more competitive. Both firms proposed basic coverage limits comparable to the District's existing program ($100 million per occurrence, with a $100,000 deductible). Further, both proposals contained certain provisions that improved upon coverages of the expiring policy underwritten by Hartford. However, while the CNA premium proposal ($70,792) is approximately the same as the Travelers premium proposal ($70,910), the CNA proposal contains several additional coverage enhancements over and above the Travelers proposal. In particular, the CNA policy includes a $2 million aggregate sublimit for earthquake resultant damage to covered equipment. This is a significant added coverage to protect the District's investment in motors, steam turbines, digesters, and co-gen engines. The table below describes the improved coverages provided by the CNA proposal: BOILER & MACHINERY INSURANCE COVERAGE ENHANCEMENTS CNA EXTRA EXPENSE $100,000,000 HAZARDOUS SUBSTANCE 1,000,000 WATER DAMAGE 10,000,000 RELATED DAMAGE 10,000,000 DEMOLITION 100,000,000 ERRORS & OMISSIONS 10,000,000 AMMONIA CONTAMINATION 10,000,000 COMPUTER EQUIPMENT 2,000,000 SERVICE INTERRUPTION 10,000,000 EARTHQUAKE DAMAGE 2,000,000 PREMIUM COST $70.792 H:\wp.dbilagenda\FAHRIFAHR2000\2o00 A91t11da Reports\FAHR00-52.doc Re'<ised: 8/20l98 TRAVELERS $100,000 250,000 500,000 500,000 100,000 1,000,000 500,000 25,000 Not Covered Not Covered $70.910 Page2 Conclusion CNA Insurance Company, with more than $2 billion in reserves, is rated "A"IFSC XV (Excellent) by AM. Best Company (the insurance industry rating agency), for its overall ability to meet its obligations to policyholders. CNA is a strong insurance company and can offer Boiler & Machinery insurance with high coverage levels for operations as large and complex as the District. Additionally, they offer the most competitive pricing for the 2000-01 renewal period. Staff concurs with Driver's findings and recommendation. Sufficient funds are contained in the current budget to cover premium costs ($70, 792). ALTERNATIVES NIA CEQA FINDINGS NIA ATTACHMENTS 1. Broker of Record Letter dated June 2, 2000 SK:lc H;\wp,dta\agendalFAHRIF AHR2000\2000 Agenda Reports IF AHR00-5.2.doc Revised; 6120198 Page 3 ~,~~~-~~~~~~~ \..:7' ~U/~ ROBERT F. DRIVER ASSOCIATES a Division of Robert F. Driver Co., Inc. "9:1::, ASSOCIATES' Founded on knowledge, integrity and service. June2, 2000 Mr. Sleve Kozak Orange County Sanitation District P.O. Box 8127 Fountain Valley, CA 92728 RE: Boiler and Machinery Insurance Dear Steve: Confirming our recent discussion, we enclose a revised proposal including Travelers Indemnity Company's quotation, as well as those of Hartford and CNA. We believe that the CNA proposal offers the superior quotation at an annual premium of $70,792.00. Not only does CNA have a slightly lower premium, there are significantly higher coverage sub-limits of liability as well as several significant coverages, such as earthquake-resultant damage, not offered by Travele.rs or Hartford. We recommend CNA based upon its obvious coverage benefits at a competitively lower cost. Sincerely, ROBERT P. Dk!VER ASSOCIATES DoCd ;.tc~ Senior Vice President Newport Beach 4041 MacAnhur lJlvd., #300, P.O. Box 6450, Newport Beach, California 92658-6450 • (949) 756-0271 • Fax (949) 756°2713 lie# OC36861 • www.ifdriver.com San Diego Escondido Sacramento Fresno San Francisco INSURANCE COMPANY: BEST'S GUIDE RATING: CALIFORNIA ST A TIJS: POLICY TERM: COVE RACE: LIMITS: SUBUMITS: HnardoUJ Sabtrance: 'Ote K"'\fo.td Steam Boiler and Inspection Company A+, Superior; Class 10, PollcyholdeB' Surplu.s of SS00,000,000 !O 1750,000,000 Adlrti~ March I, 1999 to July I, 2000 CornPl"hemive Coverage Including PmdllClion Machillt'I}' and Publ.lc Ulill!S' Equipment sic.,, EJtpl0<lon Mechanical Breakdown El~cal lnfury Spe<:ffic covenge C1<1eMions for: i;.pedl!lng Expmsc Joint Loss Agreement Kazardous Substance Wakr01111agc Ammonia Contaminallo11 Business Interruption rcl•ted to profit from sale of electric~ ofSCE Ocmolleion, Increased CoJt of ConsfJ'Uclion Consequential Oamqes OigestcB, Seitlinr Bulns defined as i covered object. SI00,000,000 Combined Limit Property Dtmage and Time Element Included ln Polley Umil s 100,000 s 250.()00 s 2so.ooo ORANGE COUNTY SANITATION DISTRICT BOJLERANt> J\IACHJNERV Jt/LV I, 2000 TO JULY I, lO(ll PROPOSAL I PEPIP Boiler cl: Macltinery Prognm -CNA A. Excellent; Class Is, PollO)'holdcn' SlltJJlus or ll.000,000,000 or more Admitted July I, 2000 Lo July I, 2001 Comprehensive coverage lncludlng Production M.chilieey and Public Utility Equipment Stc1111 Exploslon Meclwlicll Brulcdown ElcC1ric.ll lnJury Bond Revenue Payments Co••R&• includes: EJ(pediting Expenses Joint Loss Agteement Huanlous Subscanee Wat.er Damage • Amll!ClC1ia Cont.amln11iot1 Ordm111<:eorl..aw Service lntcnuplion Corisequct1tlal Damqc • £.n:hquakc Res11lll.Qt Damage SI00,000,000 Combined Limit-Property Dam111• .t Business lnlmllption/Exin Expense (including Bond Revenue Interest Payments for locllions wttere income is reported) Included in Policy Limit 1,000,000 s 10,000,000 $ 10,000,000 PAOE I o(4 PROPOSALl Tnveleis Jnden)nlty Company A+,Superior; Class 15, Policyholders' S1111>lus ofSl,000,000,000 or more Admined July I. 2000 to July I, 2001 Comptclicnsivc coveroge including Production Maehlnery St<llll ~plosion Me<:!1111iad 8re>kdown Electrical lnjuiy CovcMlge includes: Expeditl11g Expense Joint Lou Agreement Hazardous Substances W.Ur Olnlagc Ammonil Cont.1Jmina1lon Ordin111ce or law Media Em>r in Description Bl'llllds and Labels Exic·ndecf Business lncome-30 d-rs Testing Covenge AIMndcd No reslrictiont or sub-limits for CFC'S and coroputm, Libetalludon New Gcncntlons Sl00,000,000 Combined Limit.Propel1)' Da.mage and 8UJloos "*nuptionlExtn Expense s 100,000 s 150,000 s soo.ooo s S00,000 Spoil•ge PROPOSALJ The Hartford Steam Boiler and Inspecllon Orm pony A..-, Superior; Class 10. Policyholdcis' Sorplus of SS00,000,000 to $750,000,000 Admitted July I, 2000 to.July i, 2001 Comprehensive coverage including Produetion Machinery and Public Utility Equipment Ste11m SJCploslon Mechanical Breakdown £1eotrical lnju.ry Covcraae includes: Same as Present $100,000,000 Combined Limit-Property Damage and lime Element · Same u Pn:Knt Same as Present Same as Present Same u Pluenl Dcmolitiol\/lnercued Cost of Con~trvdloa EI1Jtdlling Ex~n.st: EIT<ln 8t OmlHloa1: Ammonia Conlamlaltlo•: Media/Computer Equlpm<J1I: Service lakrrupt1001: Brand• 8t. L1bcb: Ei!rth1111akt Rrt11l11nt D11111gH l'llOP,£1lTY DAMAGE DEDUCTIBLE: TIME ELEMENT Ol:DUCTIBL£: NEWLY ACQUlllED LOCATIONS: VALUATION: NOTICE OF CANCELLATION: Present 1 Hartford s 250,000 s 250,000 Coveted s 250,000 SZS,OOO-O>mputtr Equlpme11t l11cl11dcd In 1'nllcy Limit Not ncl11ded NotCovtred $ 100,000 Mollm, El\alnes, and Turbines over SOOhp. S 100,000 Digcttm and It~ S 2S,OOO All Oilier lnslll'Cd Qlljccts 30 day w1hlng period lbr all Molon, Engines, and T111ti11« 24 hour wailing period for all other objects s 1,000,000 90 days rq>Oft)11g Repair or RcpllCCmenl except ocltW loss !Ullaincd tor all time Elemellt Covengcs JO O.ys Notice ofCancctlatlon e:cccpt 10 days for Non-payment of pmnium Proposal l CNA(PEPIP) Jnaluded in Policy Limit s to,000,000 s 10,000,000 s 10,000,000 s 2,000,000.Computcr Equipmont S I 0.000,000 Notcovtrtd S 2,0001000 A1gq1lc S 100,000 MotON, Engin«, and Turlltnu over SOOhp. S 100,000 Dlgesren and Rcaclors S 2S,000 All Other lnsun:d Objccis S S,000 Conscquontlal o.mage 30 day waiting period for all Motors, Enalne.s, and Twblncs 24 hourweJtl111 pcrlod for all olhcrobjcds 30 day Bond Revenue lnte~t Payments J6S days seponing Repair or Replacement except actual losr sust:ein•d for all Time Eleml!llt Covcriges 60 Days Notice otC1111"ll1tion tltccpt 10 days ror Non-payment of premium PAGE2of4 Proposal 2 Travelers $ 100,0()() s 500;000 s 1,000,000 s S00,000 s lS,000 Medi& Not covered s 1,000,000 Not Con~ $ )00,000 MolDrs, Engines, Clenen!On llld Turlllne! OVef SOOhp. S 100,0QO O!ges~ and Rcac1ors S 25,000 All Other lruurcd ObJem 30 day waiting period for all Motois, Engines, and Twbilll'S' 24 hour waiting period for all other objecu s 1,000,000 365 d11ys reporting Repair or ~pt111:e1ncnt except actual lou SllSUinod for all Ti!M Element Coverages 60 Days Notice ofCanceltaiion C>Ccepl 10 days for Non-payment of premium ProposaJ3 Hartford Same as Pl1's¢111 Same as Pn:icnr Same as Plcs•nt Same as Present Somo as l'Rsenl Samcul'r=t Not Excl)ldcd Not-Covered Same as Present Same as Pmeftt s 1,000.000 90 d&ys repol\lng Repair or RcplKefl!Cnt exc~l acrual los~ sustained for all Time Elemen.1 Covuages 30 Days Notice ofCancctlatlon except 10 dey$ (or No11·payrnent otprcmlum PERILS EXCLUDED (l1dudln1 b.ut not ilmit«I to): OBJECTS EXCLUDED (lnch1dlng bur not lll!Jit<.d lo): Present J Hartford O!din111cc or Law Nuclear Haurd W1111nd MiUwy Ac:tion E-111qualce Resultant Damage Flrc or any means 10 exUngubh 1 flrc Twiline 11nil cradtina • C.:!Wrt C<>mputer-rclll.ed losses Flood Combustion Explosion Ll&litnln1. Windstorm or ff•ll if more sptclfle&l!y coven:d under anolher policy Fn:czlng Buried pipin1 or vessels dlrcctly in the pound Prapcny covered under any other pol Icy Mo!OI' Vehklcs, W11crcraft, Aircraft Non-metalllc vwel, unless meets ASME Proposal 1 CNA (PEPD") Similar to Pral!nt e~ccpt where noted Coverage provided Nucltlr Haan! W11111d Milltaiy Action Covcragr: Provided Pirc or explos10fl oul.\lde the objecr 11111 occ:ws It the same lime as the accident 'Electric Dall Recognition clause (Y.2K) Flood Ei<ptosion except fur sti:lll\ or ccnq;fugal explosion Wiw:t and Lightening (flre ex!lnguishing) Wind FRCZllll L~k of power, Ulht. beet,. steam or rcliigmllon Ex11losion of gas or unconsumed fuel fi'om furnace Tcstins Bonus llld penalties or a power sales agreement Same as l'mcnl Same IS Present Sllll!C as Present Non·.meJallic vcHcl, unless meets ASME PAGE3of4 Proposal 2 Travelers Similar ro Ptescnt except Whete noted Coverage provided Nuclear Hazard Wu and MllltalY Action Elflhquelco Resultant Dam1111c Fire or 011ploslon ovtsi.clc the object lhll occurs 11 the same dmc u the .accident Turt>inc unit C1'1Cklng Eleclric Dall Recognition clalllC (Y2Kt flood Explosion except for steam or ccnlrifiJtal eicplosion LisJltening (flrc extinguishing) • Wind Freezin1 Uck: or poMr, ligh~ hn1. -or rc&lgcmlon Explosion of gu or unconsumed f\lel &om furnace Testing SameasPment Same as Pment Sune as Pl'c9ent • Non"mctalllc vessc~ unless meets ASMB Proposal 3 Hartford Similar lo Present except wMrc no~d SamcuPmcn1 Sime as Present Same: as Present Same as Present Samc as Pn:Knt Samcas~enc Same u Present Same as Present S11111e as Present Same as Present Sameu Present Suno u Pteunt Same as Present Same as Pl"Scnl Same as Present Same as Present Same as Present OBJECTS EXCLUDED (lacladlat but 001 ll•ilcdto): TOT AL INSURED VALUES! AM'.1JAL PREMIUM: PresentJ aartford standatCls Catalyst Sewer piping or piping forming a pllt of a lite pro1ection system SIJ'uc~ foundation, cabinet or compartment containing the object Oragline, excavation Ot consbuotloa cqulpmen1 Objocu m111ufactu1d by you for Nie S 1,508,962,112 s 7l+l8' S .2.1,810 Ei<t•iuion to 7-HlO Proposal 1 CNA(PEPIP) lt&11cfards Catalyst Sewer piping or piping forming a part or• fire protection system Strudure, foundation, cabinet or compllrtment containing the objcet Elcvaior, esCAlator, crane, hoist, ladle or bud:c1, power shovel, dnigHne, excavator, scale or conveyor Object menufectun:d by you fo1 sale Ovet!. ttove, fumace, incinerator. pot or klln Machine or app1t11.tus used fur medical, dllg!l<lstlc. SUJglclll, dental or pediologlcal purposes Felt. wire, !Q'CC!I, die, c~1111.tion pha, swing hammer S~iure. osblnet or compllf!ment cont~ining • llle object EDP Media s 1,508,962,112 Proposal 2 Travelers stand11ds C&lalyst Sewer piping or pipine forming a PAft of A fire prolc,rion system Stiucturc, foundition, cabinet or companment containing the object Power shovel, drqlinc, eKcavetor, vehicle, aircraft, tloulng vase! or strucrun:, ~Ntock, draft tube or well~inc Object manufactutcd by you for sele Oven, stove, fun111cc, lnch1en1or. pot 01 kRn Machine or ipparalUs used for medical, dl~l)l'tlc, swsical, dental or pathological purpo~ Felt. wire, scrttn, die, ~!on plat.c, swing hammer P.an ofa boiler, Rred VCl!el or elccllksteam gel!entor dtat does not conlAill water P.an oh VCl!el that ls not under p...uure or Int.em&! vacuum !,508,962,112 s 70,791 l 10,910 s 6 r ,660 (pronltd fOr lcrm 7-1 •00 to S-15--01) PAOE 4 of• Proposal3 Hartford Same as Present Same as Present Same u Present Same as l'rucnl Same as Present $ l.S08,962,l 12 S Sl,979 FAHR COMMITTEE Meeting Date 06/14/00 AGENDA REPORT Item Number FAHR00-53 County Sanitation Districts of Orange County, California FROM: Gary Streed, Director of Finance SUBJECT: PROPOSED FY 2000-01 OPERATING, CAPITAL, DEBT/COP SERVICE AND SELF-INSURANCE BUDGETS GENERAL MANAGER'S RECOMMENDATION 1. That the FAHR Committee recommend approval of the proposed Operating, Capital, DebUCOP Service and Self-Insurance Budgets for 2000-01 to the Board of Directors on June 28, 2000, as follows: Joint Works Operating/Working Capital Worker's Compensation Self Insurance General Liability and Property Self-Insurance Collection System Operating Capital Improvement Program DebUCOP Service SUMMARY $46,000,000 $412,500 $1 ,919,000 $9,545,000 $83,526,000 $40,737,000 The 2000-01 Budget is enclosed for the Committee's consideration. The Budget has been presented to the OMTS and PDC Committees at their regular May and June meetings in order to allow each Standing Committee an opportunity to review the proposal prior to the June Board meeting. The entire Budget will be presented for Board consideration on June 28, 2000. Although each Committee has had an opportunity to review the proposal, it remains the responsibility of the Finance, Administration and Human Resources Committee to recommend approval of the Joint Works Operating and Capital Budgets. The remaining budgets are also being presented to the FAHR Committee as a result of consolidation. The FAHR Committee is requested to recommend that the Board of Directors approve this budget. To.lt. Bds. 06/28/00 Item Number \lradon\dala1\wp.dla\agenda\FAHR\FAHR2000\2000 Agenda Report5\FAHR00-53,doc Revised: 1/S/98 Page 1 PROJECT/CONTRACT COST SUMMARY NIA BUDGET IMPACT 0 This item has been budgeted. D This item has been budgeted, but there are insufficient funds. 0 This item has not been budgeted. [8J Not applicable (information item) ADDITIONAL INFORMATION None. ALTERNATIVES N/A CEQA FINDINGS N/A ATIACHMENTS 1. Proposed 2000-01 Budget GGS:lc llladon'\dlta1....,,.dtalagendalFAHRIFAHR2000\2000 Agenda Reports\FAHR00·53.doc R...is.d: 1/5198 Page2 FAHR COMMITEEE Meeting Date To Bd. of Dir. 6/14/00 6/28/00 AGENDA REPORT Item Number Item Number FAHR00-54 Orange County Sanitation District FROM: Gary Streed, Director of Finance Originator: Steve Kozak, Financial Manager SUBJECT: PROPOSAL FOR ISSUANCE OF CERTIFICATES OF PARTICIPATION FOR REIMBURSEMENT OF PREVIOUS CAPITAL EXPENDITURES FUNDED FROM THE DISTRICT RESERVE FUNDS GENERAL MANAGER'S RECOMMENDATION Authorize the Director of Finance to issue an RFP for Investment Banking Services, and report back with recommendations for selection of investment banker(s) for issuance of Reimbursement Certificates of Participation. SUMMARY Staff has been implementing a Board-approved plan to restructure and modernize the District's existing Certificates of Participation (COP) long-term borrowings, including issuance of the $190 million Series 2000 Refunding COPs. Issuance of another $150 million Serles Reimbursemeht COPs has also been reviewed. These COPs would reimburse the District's reserve funds for previous capital expenditures. This agenda item recommends a competitive selection process for the investment banker( s) to underwrite the Reimbursement COPs. PROJECT/CONTRACT COST SUMMARY BUDGET IMPACT r2J This item has been budgeted. (Line item: ) D This item has been budgeted, but there are insufficient funds. D This item has not been budgeted. D Not applicable (information item) ADDITIONAL INFORMATION Background In March, the Committee discussed the possibility of adding a "new money" portion to the proposed Series 2000 Refunding COPs, for the purpose of reimbursing the District for previous capital expenditures funded from the District's reserve funds. The financing team has reviewed applicable U.S. Treasury Regulations, the Reimbursement Resolutions adopted by the Board of Directors, and CIP expenditure records to determine what capital costs are eligible for reimbursement. H:lwp.clla\agenda\FAHR\FAHR2000\2000 A119nda Reports1FAHROO·S4 doc Revised: 8l20l98 Page 1 Under the IRS Code, the absolute outside parameter for determining the period for reimbursement eligibility is that the capital expenditures were paid no more than three years before the issuance of the new COPs. Therefore, if the "new money" COPs are issued in the next several months, the maximum recapture period would begin 36 months prior to issuance of the Reimbursement COPs. Approximately $150 million in reserves have been expended for capital projects during the last three years, and are eligible for reimbursement. Financing Plan and Bond Documents The Series 2000 Reimbursement COPs would be structured and issued as Variable Rate COPs backed by the District's "AA" category credit rating. The proposal for the District to issue a $150 million "new money" Reimbursement COP has been reviewed with all three of the municipal rating agencies. The rating agency analysts have indicated their support for such a financing as a "AA" credit. The legal documents and agreements developed for issuance of the Series 2000 Refunding COPs would be used for the Reimbursement COPs, with appropriate modifications. These documents include the Installment Purchase Agreement, or master indenture, the Official Statement, and Trust Agreement. Unlike the Series 2000 Refunding COPs, which will refinance approximately $190 million of the District's existing long:...term debt, the proposed $150 million Reimbursement COP issue would be new long-term debt. Given the sizable par amount of the Reimbursement COP, and to introduce an element of professional competition for the District's business, staff recommends that the District solicit proposals from all interested investment banking firms to serve as underwriter(s} for the District's $150 million Reimbursement COP. Schedule Issuance of the Series 2000 Refunding COPs, and completion of document substitution for the 1992 and 1993 Refunding COPs, will be completed during June and July. Work on the RFP process for the proposed Reimbursement COPs could start immediately thereafter. Staff already has RFP samples that can be used. The following schedule is proposed for your Committee's review: July & August • Revise and distribute RFP • Receive RFP responses • Conduct interviews with banks • Evaluate responses • Prepare staff report to FAHR H:lwp.dlalagenda\FAHRIFAHR2000\2000 Agenda ReportslFAHR00-54.doc Revised: 8/20/98 Page2 t September • Present results of RFP screening process to FAHR • FAHR selects underwriter(s) for recommendation to Board of Directors October & November • Revise legal documents • Revise Official Statement • Structure and issue COPs ALTERNATIVES 1. Select PaineWebber and/or J.P. Morgan, the District's current COP remarketing agents, without a competitive selection process. Several FAHR Committee members have voiced their opposition to this alternative. 2. Structure the Reimbursement COPs as a fixed-rate competitive bid issue. This alternative may save some time up front, but would certainly increase debt service costs over the life of the issue. CEQA FINDINGS NIA ATTACHMENTS H:\wp.dtalagenda\FAHRIFAHR2000\2000 Agenda ReportSIFAHRCXJ.S.4.doc ReYised: 8/20/98 Page3 FAHR COMMITTEE AGENDA REPORT Orange County Sanitation District FROM: Gary Streed, Director of Finance Originator: Steve Kozak, Financial Manager Meeting Date To Bd. of Dlr. 06/14/00 "' ~ oo Item Number SUBJECT: RESTRUCTURING OF THE DISTRICT'S EXISTING CERTIFICATES OF PARTICIPATION -STANDBY LIQUIDITY FACILITY AND TRUSTEE BANK SELECTION GENERAL MANAGER'S RECOMMENDATION 1. Approve selection of Dexia Credit Local de France (DCLF) as the Standby Liquidity Facility Bank for the Series 2000 Refunding COPs. 2. Approve selection of Texas Chase Bank or State Street Bank as Trustee Bank for the Series 2000 Refunding COPs based on lowest annual cost to the District, and direct staff to report to Board on the successful bidder at the June Board meeting. SUMMARY Staff has been implementing a Board-approved plan to restructure and modernize the District's existing Certificates of Participation (COP) long-term borrowings, which includes issuance of the $190 million Series 2000 Refunding COPs, and substitution of modernized and simplified bond documents for the 1992 and 1993 Refunding COPs. This agenda item reports on the progress and status of the COP restructuring and refinancing plan, and address the need for a Standby Liquidity Facility Bank and a Trustee Bank for the Series 2000 Refunding COPs. PROJECT/CONTRACT COST SUMMARY NIA BUDGET IMPACT 0 This item has been budgeted. (Line item: ) D This item has been budgeted, but there are insufficient funds. 0 This item has not been budgeted. [gj Not applicable (information item) ADDITIONAL INFORMATION Background The modernization of the District's existing COP program is based on a comprehensive refunding and restructuring strategy to realign the COP legal documents to reflect the District's consolidated organization structure as a single Sanitation District. llradon\dala1\wp.dtalfinl210\cranelFAHR\Fahr2000\JunlCOP STATUS REPORT·June.doc Revised: 8120198 Page 1 The strategy includes a two-phase process: 1) Refund the Series "A," "B," and "C" COPs through a single Series 2000 Refunding COP offering, backed by the District's "AA" category credit rating; and 2) Substitute modernized bond documents for the synthetic fixed rate 1992 and 1993 Refunding COPs that will conform to the Series 2000 Refunding COP bond documents and will put the 1992 and 1993 Refunding COPs on parity with (rather than senior to) the Series 2000 Refunding COPs. With this strategy, the District is viewed as a single credit structure by the rating agencies; the legal structure for all of the District's existing COPs is streamlined; issuance of future debt is facilitated. The balance of this report is a status update on the progress made by the finance team on both phases of the COP restructuring and refinancing plan since the May FAHR Committee meeting. Combined Action Plan In May, the FAHR Committee concurred with the finance team to modify the original financing schedule to merge Phases I and II (discussed below) and pursue simultaneous completion of both components. As was discussed, while the successful implementation of Phase I does not necessarily require completion of Phase II , most recent discussions of the finance team with the rating agencies and the bond insurer for the 1992 and 1993 Refunding COPs (Ambac) indicated that the greatest likelihood of achieving the goals of modernizing and simplifying all of the District's existing COP debt, will come from pursuing Phase I and Phase II in tandem. Phase I -Series 2000 Refunding COPs The core documents and covenants required for issuance of the Series 2000 COPs are in substantially completed form. A copy of the draft Preliminary Official Statement, the municipal equivalent of a prospectus, is attached for your information and review. While the Installment Purchase Agreement, which contains the master covenants governing all District debt, is considered complete for purposes of Phase I, the Agreement is currently being reviewed by the analysts and legal counsel for the parties to the 1992 and 1993 Refunding COPs, for substitution with these transactions. Revisions will be incorporated so that the Agreement supports all financings. Liquidity Facility Bank: In late April, an RFP was distributed to sixteen liquidity provider banks for solicitation of competitive quotes for the Standby Liquidity Facility necessary for the variable rate Series 2000 Refunding COPs. Responses were received from seven banks on May 17. The most responsive bid , in terms of cost, commitment period, bank credit ratings, and expected trading value, was submitted by Dexia Credit Local de France (DCLF). The bank is rated in the highest "AA" category by all three rating agencies. The annual cost quoted by DCLF for a 5-year commitment on up to $200 million of COPs, is 13.5 basis points per year. The next most responsive price quote was 16.5 basis points for a comparable 5-year facility. By comparison, the bank facilities associated with the llradonldata1\wp.dta\finl210\aanelFAHRIFahr2000\Jun\COP STATUS REPORT·June.doc Re'lised: 8/20198 Page 2 District's existing Series "A'' and Series "C" COPs cost 30 and 20 basis points per year, respectively. Staff recommends that the FAHR Committee approve selection of DCLF as the Standby Liquidity Facility Bank for the Series 2000 Refunding COPs. Upon selection of DCLF as the liquidity provider, the bank will complete its internal credit evaluation of the District, and prepare the Standby Certificate Purchase Agreement to support the issuance of the Series 2000 Refunding COPs. Trustee Bank: A bid sheet for Trustee Bank services has been prepared for response by Texas Chase Bank and State Street Bank, the District's current Trustee Banks for the Series "A," "B, u and "C" COPs. These existing COPs will be refinanced by the Series 2000 COPs, and the existing service agreements with Texas Chase and State Street Banks will be terminated. A single Trust Agreement for the Series 2000 COPs is needed. Since the Series 2000 COPs is a Refunding, and not a "new money" issue, and because both banks have provided the District with comparable levels of trust services, and are familiar with the District's payment and accounting system requirements, staff suggests that either Chase Texas Bank or State Street Bank be selected to serve as Trustee for the Series 2000 COPs. The proposed bid process will ensure that the District receives competitive pricing quotes for bank selection, and will minimize annual costs for Trustee services. The bid sheet will be released following FAHR Committee approval, and a recommendation for Trustee Bank selection would be ready for confirmation at the June Board meeting. Phase II -Series 1992 and 1993 Refunding COPs The finance team has diligently continued to work with the bond insurer (Ambac), and the long-term swap providers for the Series 1992 (AIG) and 1993 (SocGen) Refunding COPs, and each party's respective legal counsel for substitution of modernized bond documents. All parties continue to be committed to the modernization process. As described earlier, the substitution documents will replicate those associated with the Series 2000 COP issue. Due to the number of parties involved, the number of representatives from each of the parties, and the number and complexity of documents being reviewed, completion of the substitution process is likely to extend for several more weeks. Financing Schedule A detailed financing schedule for issuance of the Series 2000 Refunding COPs, and substitution of bond documents for the 1992 and 1993 Refunding COPs, is attached for your Committee's review. The following is a summary of upcoming project milestones: • June • Select Liquidity Provider Bank • Select Trustee Bank • Finalize Phase 11 legal documents \\radonldatai lwp, dl31fin\2H>\cranelFAHRIFaht2000\Jun\COP STATUS 'REPORT .June .dba Revised: 8/20/98 Page3 • July • FAHR and Board approve all Phase I and II documents • August • Price and market Series 2000 COPs • Close all refunding components ALTERNATIVES N/A CEQA FINDINGS N/A ATTACHMENTS 1. Draft Preliminary Official Statement, Series 2000 Refunding COPs 2. Financing Schedule :SK \lradon'dala1\wp.dtelftnl210\crane\FAHR\FaM!OOOUun\COP STATUS REPORT·June.doo ReVISed: 8120/98 Page4 HD&W Draft of June 8, 2000 NEW ISSUE BOOK-ENTRY ONLY RATINGS: Moody's: Stnndard & Poor's: Fitch: (See "Ratings" herein) Jn the opinion of Orrick, Herrington & Sutcliffe LLP, Special Counsel. based upon an analysis of existing laws, regulations, rulings and col/rt decisions, and assuming, among other matters, compliance with certain covenants. interest evidenced by the Series 2000 Certificates is excluded from gross income for federal income tax pi4rposes under Sectiot1 I 03 of the J111ernal Revenue Code of J 986 and is exempt from Sta/e of California personal incaf1/e taxes. Jn the fiirther opin;o11 of Special Co11nsel. interest evidenced by the Series 2000 Certtflcates is 1101 a specific preference llem for purposes of the federal individllal or corporate a/1ernaiive mininlllm la;tes. although Special Ca1111sel observes that such i'nteresl is included in adjusted c11rrent earnings in calculating corporate alternative mi11im1Jm taxable. i/1come Special Counsel expresses no opi11ion regardi11g a11y other tax consequences related to lhe ow11ership or disposition of or the accrual or receipt of interest evidenced by. the Series 2000 Certifica1es. See "Tax Matters "herein Dated: Date of Delivery $ ___ _ Orange County Sanitation District Refunding Certificates of Participation (2000 Refunding Project) Price: 100% Due: August J, __ TJ1e Orange County Sanitation District Refunding Certificates of Participation (2000 Refunding Project) (the "Series 2000 Certificates") are being executed and del1vere<.1 pursuant to a Trust Agreement, dated as of I, 2000, (the .. Trust Agreement") b)! and among [TRUSTEE], as trustee (the "Trustee''), the Orange County-sftnilation Districl Financing Corporation (the "Corporation") and !he Orange County Sanitation District (the ''District"). The Series 2000 Cenificates are being executed and delivered ro currently refund the outstaod.in& principal amount of the Certificates of Participation (Capital Improvement Program, 1990-92 Seri.es A) (t!:te "1990 Series A Ce1tificates") and the Certificates of Participation (Capital lmprovemeol Program, 1990-92 Series C) (the "1992 Series C Cenificates") and to advance refund a portion of the Certificates of Participacioo (Capital Improvement Program. 1990-92 Series B) (the "1991 Series B Certificates" and, together with the Series 1990 A Certificates and 1he Series 1992 C Certificates, lhe "Refonded Certificates"), each of which were executed and delivered to Gnance the acquisition, construction and installation of certain improvements to the District's sanitation system (lhe "Project"), to finance a reserve fund for the Series 2000 Certificates and to pay costs of issuance of tl1e Series 2000 Certificates, as more :fuJly described herein. See "Plan of Refunding" J1erein. The District will acquire the Project from the Corporation pursuant to an Installment Purchase Agreement, dated as of I, 2000 (the "lnsraUment Purchase Ae:reement"), by and between tl1e District and the Corporation_ The Series 1UUO Certificates are payable rrom fttstaffrnent Payments and the interest thereon paid by the District pursuani LO tl1e Installment Purchase Agreement.. The District's obligation to make Installment Payments, and the interest thereon, an<.I other JJayments required under the Installment Pw·chase Agreement is a special obligation of the District, payable solely from Ner Revenues and other funds as provided in the Installment Purchase Agreement, consisting primarily of all income and revenue received by the District from the O(?eTation or ownership of rbe Wastewater System remainin° after paxmenl of Maintenance and Operation Costs, as further described in "Seeurity and Sources of Payment for t~e Series 2000 Certificates" herein. All of Ute Corporation's right, title and interest in and to the Installment Purchase Agreement, including the right to receive Installment Payments and interest thereon under the lnstallment Purchase Agreement, are assigned to tile Trustee under lbe Trust Agreement for the benefit of the Owners of the Series '.:l.000 Ce11ificates. The District has previous I¥ executed and delivered its Refunding Certificates of Participation, 1992 Series (the "199:! Refunding Certificates") and its Refunding Ceniticates of Participation, 1993 Series (the "1993 Refunding Certificates," ano together with the 1992 Refunding Certificates, the ''OutstJoding Senior Obli~anons"). The District's obligation to make Installment Payments from Net Revenues is on a pari!Y with I.he District s obligation to make payments with respect 10 its Outstanding Senior Obligations. See "Finan cial Obligations -Existing Tndebtedliess" herein. The Series 2000 Ce1tificares wil l initially bear iotereSl at the Daily Rate Mode and be execu1ed and delivered in the denominations of $100,000 and wt}ole multiples \hereof. except tt:iat on~ S~ries 1009 Certificate may be in U1e amount of $100,000 and a wbo1e muluple of $5,000 m excess thereof. While m the Daily Rate Mode and Weekly Rate Mede, tbe interest evidenced by the Series 2000 Certificates will be com~uted on I.he basis of the actual days elapsed and a 365 or 366-day year, as applicable_ Interest evidenced by the Series 2000 Ce11ificates will be payable on the first Bttsiness Day of eacb calendar month, commencing on 2000. While the Daily Rate Mode and Weekly Rate Mode are in effect, Owners of the Series 2000 Certificates (other than Bank Certificates (described herei.11)) may elect to have their Series 2000 Certificates (or portions thereof in 3253v18 Authorized Denominations) purchased at a purchase price equal to the princi~al amount thereof, without premium, plus any accrued but unpaid interest to the Purchase Date (the "Purchase Price '). Subject to certain renninaoon evenls described herein, paymen~ of U1c Purchase Price will be funded by a [Standby Certificate Purchase Agreementl, dated as of I, 2000 (the "Standby Certificate Purchase Agreement"), by and amoog (the "Bank"), lhe Trustee and the DistricL The Standby Certificate Purchase Agreement 1s scheduled to expire on . unless extended or terminated earlier as described herein. The Series 2000 Certificates are being delivered in fully registeretl fom1 and, when issued, will be rcgjsrered in the name of Cede & Co., as nominee ~of The Depository Trust Company, New York, New York ("OTC"). Individual purchases of the Series 2000 Certificates may be made in book-entry form only. Purchasers will not receive Series 2000 Ce1tificates representing their interest io the Series 2000 Certificates purchased. Pai'ments of principal, premium, if any, and interest on the Series 2000 Certificates will by payable by [TRUSTEEj, to DTC which is obligated i11 tum to remit such principal, premium, if any, and interest to the DTC Participants for subsequent disbursement to the Beneficial Owners of the Series 2000 Certificates, as more fully described herein. See 1'The Serles 2000 Certificates" and Appendix D -''Book-Entry System" herein. The Series 2000 Certificates are subject to optional and mandatory sinking fund prepayment prior to maturity as mo re fully described herein. See "The Serjes 2000 Certificates -Prepayment Provisions' herein. T he Series lOOO Certificates are also subject to mandatory tender for purchase in certain circumstances, including conversion to a different Mode, all as more particularly described herein . THE OBLIGATION OF THE DISTRICT TO PAY THE INSTALLMENT PAYMENTS, AND THE INTEREST THEREON AND OTHER PAYMENTS REQUIRED TO BE MADE BY IT UNDER THE INSTALLMENT PURCHASE AGREEMENT IS A SPEClAL OBLIGATION Of THE DISTRJCT PAYABLE, fN THE MANNER PROVIDED IN THE INSTALLMENT PURCHASE AGREEMENT, SOLELY FROM NET REVENUES AND OTHER FUNDS PROVIDED FOR IN THE INSTALLMENT PURCHASE AGREEMENT. AND DOES NOT CONSTJTUTE A DEBT OF THE DlSTRICT OR OF THE STATE Of CALIFORNlA, OR OF ANY POLITICAL SUBDIVISION THEREOF. IN CONTRAVENTION OF ANY CONSTlTUTIONAL OR STATUTORY DEBT LIMITATJON OR RES1RJCTION. NEITHER THE FAJTH AND CREDIT NOR THE TAXING POWER OF THE DISTRICT OR THE STATE OF CALIFORNIA, OR ANY POLITICAL SLJBDIVISlON THEREOF, IS PLEDGED TO THE PAYMENT OF THE INSTALLMENT PAYMENTS. OR THE INTEREST THEREON, OR OTHER PAYMENTS REQUIRED TO BE MADE PURSUANT TO Tl-IE INSTALLMENT PURCHASEAGREEl\1E'NT. The cover page co ntains information for quick referenre only. It is not a summary of this issue. Potential eurchasers must read the entire Official Statement to obtain information essential to making Rn informed investment decision. The St:!ries 2000 Certificates are offered when, as and if delivered and received by the Underwriter, subJeCt to the approval of Orrick, Memngton & Sutcliffe, LLP. Los An14t:!les, Califomin. Special Counsel, and certain other condiuons. Certain legal matters will be passed upon for the Underwriter by its counsel, Hawkins. Delafield & Wood, Los Angeles, California. nnd fcyr the DistricL by Woodruff, Spradlin nnd Sm.:i.rt. a Professional Corporation, Ornnge, California. 1l is anticipated that the Series 2000 Certificates in book-enu) form will be available for delivery to DTC in New Yor~ New York on or about , :woo. Paine Webber Incorporated Dared: ____ , 2000 3253v18 3253vl8 MAP OF THE DISTRICT [TO COME] ORANGE COUNTY SANITATION DISTRICT, CALIFORNIA Board of Directors Jan Debay, [Chair] -Newport Beach Peer A. Swan, [Vice Chair], Irvine Ranch Charles E. Sylvia -Los Alamitos Mark A. Murphy -Orange Norman Z. Eckenrode -Placentia Pat McGuigan -Santa Ana Water District Shirley McCracken -Anaheim Lynn Daucher -Brea Jack Mauller -Buena Park Anna L. Piercy -Cypress Guy Carrozzo -Fountain Valley Don Bankhead -Fullerton Mark Leyes -Garden Grove Peter Green -Huntington Beach Christina Shea -Irvine Steve Anderson -La Habra Paul Walker -La Palma Shawn Boyd -Seal Beach Brian Donahue -Stanton Thomas R. Saltarelli -Tustin Russell Patterson -Villa Park [John M. Gullixson] -Yorba Linda James M. Ferryman -Costa Mesa Sanitary District Joy L. Neugebauer -Midway City Sanitary District Jim Silva-Member of the Orange County Board of Supervisors Executive Management of the District 3253vl8 Blake P. Anderson, General Manager Gary G. Streed, Director of Finance David A. Ludwin, Director of Engineering Robert P. Ghirelli, PhD., Director of Technical Services Robert Ooten, Director of Operations & Maintenance Patrick B. Miles, Director of Information Technology Lisa M. Tomko, Director of Human Resources Special Services Special Counsel Orrick, Herrington & Su tel iffe LLP Los Angeles, California District General Counsel Thomas L. Woodruff, Esq. Woodruff, Spradlin and Smart, a Professional Corporation Orange, California Trustee [TO COME] This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Series 2000 Certificates by any person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale. The information set forth berein has been provided by the District and other sources that are believed by the District to be reliable. The UnderWriter has provided the following sentence for inclusion in this Official Statement. The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. No dealer, broker, salesperson or other person has been authorized to give any information or to make any representations other than those contained in this Official Statement. If given or made, such other information or representations must not be relied upon as having been authorized by the District, the Corporation or the Underwriter. This Official Statement is not to be construed as a contract with the purchasers of the Certificates. Statements contained in this Official Statement which involve estimates, projections, forecasts or matters of opinion, whether or not expressly so described herein, are intended solely as such and are not to be construed as representations of facts. The information and expressions of opinion herein are subject to change without notice and neither delivery of th is Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the District or the Corporation since the date hereof. This Official Statement is submitted with respect to the sale of the Series 2000 Certificates referred to herein and may not be reproduced or used, in whole or in part, for any other purpose, unless authorized in writing by tbe District. All summaries of the documents and laws are made subject to the provisions thereof and do not purport to be complete statements of any or all such provisions. Preparation of this Official Statement and its distribution have been duly authorized and approved by the District and the Corporation. fn connection with the offering of the Series 2000 Certificates, the Underwriter may over-allot or effect transactions which stabilize or maintain the market price of the Series 2000 Certificates at a level above that which might otherwise prevail in the open market, Such stabilizing, if commen.ced, may be discontinued at any time. The Underwriter may offer and sell the Series 2000 Certificates to certain dealers, institutional investors and others at prices lower than the public offering prices stated on the cover page hereof and such public offering prices may be changed from time to time by the Underwriter. 3253v18 TABLE OF CONTENTS INTRODUCTION ................................ , ....................................................................................................................... 1 GENERAL .................................................................................................................................................................. l THE DISTRICT ...................................•....•..•......... , ..................................................................................................... l SECURITY AND SOURCES OF PAYMENT FOR THE SERJES 2000 CERTIFICAT~S ........................................................... 2 THE SERJES 2000 CERTIFICATES .............................................................................................................................. 3 BOOK-ENTRY SYSTEM .............................................................................................................................................. 3 ADDITIONAL OBLIGATIONS ...................................................................................................................................... 4 RESERVE FUND ......................................................................................................................................................... 4 lNTEREST RATE MODES ............................................................................................................................................ 4 OPTIONAL TENDER RIGHT ........................................................................................................................................ 4 REDEMPTION AND MANDATORY TENDER PROVISIONS ............................................................................................. 5 STANDBY CERTIFICATE PURCHASE AGREEMENT ...................................................................................................... 5 TAX MATTERS .......................................................................................................................................................... 5 MISCELLANEOUS ...................................................................................................................................................... S PLAN OF REFUNDING .............................................................................................................................................. 6 THE SERIES 2000 CERTIFICATES ........................................................................................................................... 7 GENERAL ............................................................................... -................................................................................. 7 OPTIONAL TENDER PROVISIONS ............................................................................................................................... 8 MANDATORY TENDER PROVISIONS .......................................................................................................................... 9 TENDER AND PURCHASE OF SERJES2000 CERTIFICATES ........................................................................................ 11 CONVERSION TO OTHER MODES ................................................................................ -.......................... , ................ l l PREPAYMENT PROVISIONS ...................................................................................................................................... 12 SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2000 CERTIFICATES ..................................... 14 INSTALLMENT PAYMENTS ...................................................................................................................................... 14 NET REVENUES ....................................................................................................................................................... 14 RATE STABILIZATION ACCOUNT ............................................................................................................................. 16 ALLOCATION OF REVENUES .................................................................................................................................... 16 RATE COVENANT .................................................................................................................................................... 17 RESERVE FUND .................................................. ., ................................................................................................... 17 LIMITATIONS ON ISSUANCE OF ADDITIONAL OBLIGATIONS .................................................................................... 17 INSURANCE ............................................................................................................................................................. 19 ALLOCATION OF INSTALLMENT PAYMENTS ................................................................................. , .......................... 20 STANDBY CERTIFICATE PURCHASE AGREEMENT ........................................................................................ 21 GENERAL PROVISIONS ............................................................................................................................................ 21 SUBSTITUTE LIQUIDITY FACILITY ........................................................................................................................... 22 LIMITATIONS OF STANDBY CERTIFICATE PURCHASE AGREEMENT ......................................................................... 22 THE BANK ................................................................................................................................................................ 23 THE DISTRICT ......................................................................................................................................................... 23 BACKGROUND ........................................................................................................................................................ 23 ORGANIZATION AND ADMINISTRATION .................................................................................................................. 24 SERVICES .............................................................. , ................................................................................................. 25 SERVICE AREA ........................................................................................................................................................ 25 EMPLOYEES ............................. , ............................................................................................................................. 26 3253v18 INSURANCE ......................................................................................... _ .................................................................. 27 EXISTING FACILITIES .............................................................................................................................................. 27 PERMITS, LICENSES AND OTHER REGULATIONS ..................................................................................................... 29 CAPITAL IMPROVEMENT PROGRAM ........................................................................................................................ 30 DISTRJCT REVENUES ............................................................................................................................................ 35 USER FEES ............................................................................................................................................................. 35 ADDITIONAL REVENUES ......................................................................................................................................... 37 WASTEWATER TREATMENT HISTORY ..................................................................................................................... 39 CUSTOMERS ............................................................................................................................................................ 39 ASSESSED V ALU A Tl ON ........................................................................................................................................... 40 TAX LEVIES AND DELINQUENCIES ..... , .................................................................................................................... 41 BUDGETARY PROCESS ............................................................................................................................................ 42 RESERVES ............................................................................................................................................................... 43 SUMMARY OF OPERATING DATA ............................................................................................................................ 43 PROJECTED OPERATINGDATA ................................................................................................................................ 44 MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATING DATA ..................................................................... 45 INVESTMENT OF DISTRICT FUNDS ........................................................................................................................... 46 FINANCIAL OBL!GA T!ONS ................................................................................................................................... 48 EXISTING INDEBTEDNESS ........................................................................................................................................ 48 ANTICIPATED FINANCfNGS ..................................................................................................................................... 49 DIRECT AND OVERLAPPING BONDED DEBT ............................................................................................................ 49 THE CORPORATION .............................................. , ................................................................................................ 50 LIMITATIONS ON TAXES AND REVENUES ....................................................................................................... 50 VERIFICATION OF ARITHMETICAL AND MATHEMATICAL COMPUTATIONS ......................................... 53 LEGAL MATTERS .................................................................................................................................................... 53 ABSENCE OF LITIGATION .................................................................................................................................... 53 FINANCIAL STATEMENTS .................................................................................................................................... 54 TAX MATTERS ........................................................................................................................................................ 54 RATINGS ................................................................................................................................................................... 55 UNDER WRITING ..................................................................................................................................................... 55 MISCELLANEOUS ................................................................................................................................................... 56 APPENDIX A-AUDITED COMBINED FINANCIAL STATEMENTS OF THE ORANGE COUNTY SANITATION DISTRICT FOR FISCAL YEARS ENDING JUNE 30, 1999 AND 1998 ............................................ A-1 APPENDIX B-THE COUNTY OF ORANGE--ECONOMIC AND DEMOGRAPHIC INFORMATION .................... B-1 APPENDIX C-SUMMARY OF PRINCIPAL LEGAL OOCUMENTS ......................................................................... C-1 APPENDIX D· BOOK-ENTRY SYSTEM ......................................................................... -............................................ D-1 APPENDIX E-FORM OF APPROVING OPTNION OF SPECIAL COUNSEL ........................................................... E-l ii 3253vl8 OFFICIAL STATEMENT $ _____ _ ORANGE COUNTY SANITATION DISTRICT Refunding Certificates of Participation (2000 Refunding Project) INTRODUCTION This introduction contains only a brief summary of certain of the terms of the Series 2000 Certificates being offered and a brief description of !he Official Statement. All statements contained in this introduction are qualified in their entirety by reference to the entire Official Statement. References to, and summaries oj; provisions of the Constitution and laws of the State of California (the "State'') and any documents referred to herein do not purport lo be complete and such references are qualified in their entirety by reference to the complete provisions. All capitalized terms used in this Official Statement and not otherwise de.fined herein have the meanings set forth in the Trust Agreement. See Appendix C- "Summary of Principal Legal Documents-Trust Agreement" herein. Genera) This Official Statement, including the cover page and all appendices hereto, provides certain information concerning the sale and delivery of$ aggregate principal amount of the Orange County Sanitation District Refunding Certificates of Participation (2000 Refunding Project) (the "Series 2000 Certificates") evidencing direct and proportionate interests in the right to receive Installment Payments (the "Installment Payments") and the interest thereon, to be made by the Orange County Sanitation District (the "District") pursuant to the Installment Purchase Agreement, dated as of 1, 2000 (the "Installment Purchase Agreement"), to be entered into by and between the District and the Orange County Sanitation District Financing Corporation (the "Corporation"). The Series 2000 Certificates are to be executed and delivered pursuant to a Trust Agreement, dated as of ____ 1, 2000 (the "Trust Agreement"), among the District, the Corporation and [TRUSTEE], as trustee (the "Trustee"). Proceeds from the sale of the Series 2000 Certificates will be used for the purpose of current refunding the outstanding principal amount of the District's Certificates of Participation (Capital Improvement Program, 1990-92 Series A) (the '' 1990 Series A Certificates") and the Certificates of Participation (Capital Improvement Program, 1990-92 Series C) (the "1992 Series C Certificates") and advance refunding a portion of the Certificates of Participation (Capital lmprovement Program, 1990-92 Series B) (the "199 I Series B Certificates"), all of which were executed and delivered to finance the acquisition, construction and installation of certain improvements to the District's Wastewater System (the "Wastewater System"), to finance a reserve fund for the Series 2000 Certificates and to pay costs of issuance of tbe Series 2000 Certificates. See "Plan of Refunding" herein. The District The District is a public agency responsible for regional wastewater collection, treatment and disposal. The Djstrict is the third largest wastewater discbarger west of the Mississippi River. The District provides service to approximately 2.4 million people in the northern and central portion of the County of Orange (the "County") treating 240 million gallons per day ("mgd") of wastewater. The District's service area was originally formed in 1954 pursuant to the County Sanitation District Act, as amended, being Section 4700 et seq. of the Health and Safety Code of the State. The service area of the District originally consisted of seven independent special districts in the County which 3253vl8 were responsible for matters relating to their individual districts. These special districts were jointly responsible for the treatment and disposal facilities which they each used. Two additional districts were formed and additional service areas were added in 1985 and 1986. fn April 1998, at the request of the District's Board of Directors, the Board of Supervisors of Orange County (the 11Board") passed Resolution No. 98-140 effective July I, ] 998 (the "Resolution'') approving the consolidation of the then existing nine special districts into a new, siJ1gle sanitation district to be known as the Orange County Sanitation District. This action was designed to simplify governance structures, reduce the size of the District's Board of Directors, ease administrative processes, streamline decision-making and consolidate accounting and auditing processes. Pursuant to the Resolution and Government Code Section 57500, the predecessor special districts transferred and assigned all of their powers, rights, duties, obligations, functions and properties to the District, including their obligations to repay the outstanding certificates of participation. The boundaries of the nine predecessor special districts were initially used by the District to delineate separate revenue areas (the "Revenue Areas'') for budgeting and accounting purposes and in order to facilitate the imposition of fees and charges imposed by the District. See "The District," "District Revenues" and "Financial Obligations'' herein. Security and Sources of Payment for the Series 2000 Certificates The Series 2000 Certificates are payable from Installment Payments paid by the District pursuant to the Installment Purchase Agreement. The obligation of the District to pay tl1e Installment Payments and the interest thereon and other payments required to be made by it under the Installment Purchase Agreement is a special obligation of the District payable, in the manner provided under the Installment Purchase Agreement, solely from Net Revenues, and other funds as provided in the Installment Purchase Agreement consisting primarily of all income and revenue received by the District from the operation or ownership of the Wastewater System remaining after payment of Maintenance and Operation Costs, as further described in "Security and Sources of Payment for the Series 2000 Certificates" herein. In December 1992, the predecessor special districts issued $160,600,000 aggregate principal amoun t of variable rate certificates of participation (the "1992 Refunding Certificates") to advance refund the remaining outstanding principal balance of the 1986 Certificates of Participation (the "1986 Certificates") and $38,350,000 of the outstand ing principal balance of the 1991 Series B Certificates of Participation. In September 1993, the predecessor special districts issued $46,000,000 aggregate principal amount of variable rate certificates of participation (the "1993 Refunding Certificates" and together with the 1992 Refunding Certificates the "Outstanding Senior Obligations") which, together with other funds, were used to advance refund $39,740,000 of the outstanding principal balance of the 1991 Series B Certificates. In connection with the issuance of the Outstanding Senior Obligations, the predecessor special districts entered into two separate interest rate swap agreements whereby the special districts agreed to pay the swap providers a fixed amount and the swap providers agreed to pay the special districts a floating amount equal to the interest rates evidenced by the respective Outstanding Senior Obligations. The District's obligation to make Installment Payments from Net Revenues is on a parity with the District's obligation to make payments with respect to the Outstanding Senior Obligations and payments with respect to the swap providers. The term "Senior Obligations" as used in this Official Statement refers to the Series 2000 Certificates, the Outstanding Senior Obligations and any Additional Obligations payable on a parity basis to the Installment Payments. Senior Obligations, together with any Additional Obligations payable on a subordinate basis to the Installment Payments are referred to collectively as the "Obligations." See "Financial Obligations -Existing lndebtedness'' herein. 2 32S3vl8 Pursuant to the Jnstallment Purchase Agreement, the District will, to the extent permitted by law, fix, prescribe and collect fees and charges for the services and facilities of the Wastewater System which will be at least sufficient to yield during each Fiscal Year (a) Net Revenues equal to 125% of Debt Service on Senior Obligations for suth Fiscal Year and (b) Net Operating Revenues equal to 100% of Debt Service on ~II Obligations for such Fiscal Year. The District may make adjustments from time to time in such fees and charges and may make such c1assification thereof as it deems necessary, but sha11 not reduce the fees and charges then in effect unless the Revenues and Net Revenues from such reduced fees and charges will at all times be sufficient to meet the requirements of the fnstallment Purchase Agreement. See "Security and Source of Payment for tbe Series 2000 Certificates -Rate Covenant" herein. The obligation of the District to pay the Installment Payments and the interest thereon, and other payments required to be made by it under the Installment Purchase Agreement is a special obligation of the District payable, in the manner provided in the Installment Purchase Agreement, solely from Net Revenues and other funds provided for in the Installment Purchase Agreement, and does not constitute a debt of the District or of tbe State, or of any political subdivision tbereof, in contravention of any constitutional or statutory debt limitation or i-estriction. Neither the faith and credit nor the taxing power of the District or the State or any political subdivision thereof, is pledged to the payment of the Installment Payments, or the interest thereon, or other payments required to be made under the Installment Purchase Agreement. See "Security and Sources of Payment for the Series 2000 Certificates" herein. The Series 2000 Certificates The Series 2000 Certificates will be prepared in the form of fully registered Series 2000 Certificates in Authorized Denominations. The Series 2000 Certificates will initially bear interest at the Daily Rate Mode and while in a Daily Rate Mode or Weekly Rate Mode, will be delivered in the denomination of $100,000 and whole multiples thereof, except that one Series 2000 Certificate may be in the amount of $100,000 and a whole multiple of $5,000 in excess thereof. So long as the Series 2000 Certificates are in the OTC book-entry system, the interest, principal and prepayment prernjums, if any, due with respect to the Series 2000 Certificates will be payable by the Trustee, or its agent, to OTC or its nominee. OTC, in turn, will make payments pursuant to its procedures as described under Appendix D - 11Book-Entry System" herein. Book-Entry System The Series 2000 Certificates will be executed and delivered in book-entry fonn only and, when delivered, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC"), which wm act as securities depository for the Series 2000 Certificates. Indivjdual purchases of the Series 2000 Certificates will be made in book-entry form only. Purchasers of the Series 2000 Certificates will not receive certificates representing their ownership interests in the Series 2000 Certificates purchased. Principal and intetest payments on the Series 2000 Certificates are payable directly to DTC by the Trustee. Upon receipt of payments of principal and interest, OTC wi II in tum distribute such payments to the beneficial Owners of the Series 2000 Certificates. See "The Series 2000 Certificates-General'' and Appendix D-"Book-Entry System." 3 3253vl8 Additional Obligations In addition to the Series 2000 Certificates and the Outstanding Senior Obligations, the District may at any time incur Additional Obligations payable on a parity or on a subordinate basis to the payment by the. District of tl1e Installment Payments upon satisfaction of conditions provided in the lnstallment Purchase Agreement. See "Security and Sources of Payment for the Series 2000 Certificates - Limitations on Issuance of Additional Obligations" herein. Reserve Fund The Trust Agreement provides for the funding of the Reserve Fund in an amount equal to the Reserve Requirement, which is defined as an amount equal to the least of (i) the maximum amount of remaining Installment Payments, and the interest thereon, coming due in any one year; (ii)l 0% of the proceeds of the Series 2000 Certificates; or (iii) 125% of the average amount of remaining Installment Payments, and the interest theJeon, coming due in each year. Amounts in the Reserve Fund may be used to pay prin cipal of and interest with respect to the Series 2000 Certificates to the extent that amounts in the Principal Account and Jnterest Account are insufficient therefor. A portion of the proceeds of the Series 2000 Certificates will be deposited into the Reserve Fund sufficient to satisfy the Reserve Requirement as defined in the Trust Agreement. See Appendix C -"Summary of Principal Legal Documents -Trust Agreement." Interest Rate Modes The Series 2000 Certificates will initially bear interest at the Daily Rate Mode. Upon satisfaction of certain conditions provided in the Trust Agreement, the Series 2000 Certificates may be converted to the Weekly Rate Mode, the Extended Rate Mode or the Fixed Rate Mode (each, a "Mode.") While in the Daily Rate Mode or the Weekly Rate Mode, the Series 2000 Certificates will be executed and delivered as fully registered certificates in denominations of $100,000 and integral multiples thereof, except that one Series 2000 Certificate may be in the amount of $100,000 and a whole multiple of $5,000 in excess thereof (each an "Authorized Denomination1'). Interest on the Series 2000 Certificates du:ring the Daily Rate Mode and Weekly Rate Mode will be payable on the first Business Day of each calendar month (each, an "Interest Payment Date"). See "The Series 2000 Certificates'' herein. Optional Tender-Right While the Daily Rate Mode is in effect, Owners of Series 2000 Certificates (other than Bank Certificates) may elect to have their Series 2000 Certificates (or portions thereof in Authorized Denominations) purchased at a purchase price equal to the principal amount thereof, without premium , plus any accrued but unpaid interest to the Purchase Date ("Purchase Price") on any Business Day upon delivery of a written notice of tender meeting the requirements set forth in the Trust Agreement to the Remarketing Agent and the Trustee not later than 9:45 a.m. (New York City time) on such Business Day. While the Weekly Rate Mode is in effect, Owners of Series 2000 Certificates (other than Bank Certificates) may elect to have their Series 2000 Certificates (or portions thereof in Authorized Denominations) purchased at the Purchase Price on any Business Day upon delivery of a written notice of tender meeting the requirements set forth in the Trust Agreement to the Remarketing Agent and the Trustee not later than 5:00 p.m. (New York City time) on a Business Day not less than seven days prior to the Purchase Date. 4 3253v18 Redemption and Mandatory Tender Provisions The Seri es 2000 Certificates will be subject to mandatory sinkjng fond and optional prepayment prior to maturity as more fully described herein. See "The Series 2000 Certificates -Prepayment Provisions" herein. The Seri es 2000 Certificates are also subject to mandatory tender for purchase in certain circumstances, including conversion to a different Mode, all as more pa11icularly described under the caption ;'The Series 2000 Certificates -Mandatory Tender Provisions'' herein. Standby Certificate Purchase Agreement Subject to certain termination events, payment of d1e Purchase Price of the Series 2000 Certificates will be funded by the Standby Certificate Purchase Agreement, dated as of l, 2000 (the "Standby Certificate Purchase Agreement") to be entered into among the District, the Trustee and (the "Bank"). The Standby Certificate Purchase Agreement is subject to termination without notice to the Owners under certain circumstances defined to be a Termination Event. "Termination Events" consist of [To Come]. [Upon termination of the Standby Cettificate Purchase Agreement as a result of a Termination Event, (i) the obligation of the Bank under the Standby Certificate Pw·chase Agreement to purchase Series 2000 Certificates shall terminate immediately without notice or demand, (ii) the Bank shall be under no obligation to purchase the Series 2000 Certificates and (iii) the Owners will not have the right to optionally tender the Series 2000 Certificates for purchase by the Bank.] The risk of loss upon the occurrence of such events lies entirely with the Owner. See ''The Series 2000 Certificates -Optional Tender Provisions" herein. See also "Standby Certificate Purchase Agreemenf' herein. The Standby Certificate Purchase Agreement relates only to the Series 2000 Certificates and will not, under any circumstances, provide for the payment of principal and interest evidenced by, or the Purchase Price of, Additional Obligations or Outstanding Senior Obligations. Tax Matters ln the opinion of Orrick, Herrington & Sutcliffe LLP, Special Counsel, based upon an analysis of existing Jaws, regulations, rulings and court decisions, and assuming, among other matters, compliance with certain covenants, interest evidenced by the Series 2000 Certificates is excluded from gross income for federal income ta.x purposes under Section L 03 of the Internal Revenue Code of 1986 and is exempt from State personal income taxes. In the further opinion of Special Counsel, interest evidenced by the Series 2000 Certificates is not a specific preference item for purposes of the federal individual or corporate alternative minim11m taxes, although Special Counsel observes that such interest is included in adjusted current earnings in calculating corporate alternative minimum taxable income. Special Counsel e-xpresses no opin ion regarding any other tax consequ ences related to the ownership or disposition of, or the accrual or receipt of interest evidenced by, ilie Series 2000 Certificates. See "Tax Matters" and see t he proposed form of opinion of Special Counsel set forth in Appendix E herein. Miscellaneous The Series 2000 Certificates will be offered when, as and if executed and delivered, and received by the Underwriter, subject to the approval as to their legality by Special Counsel and cettain other conditions. It is anticipated that the Series 2000 Certificates in definitive form will be available for delivery to OTC on or about . 2000. The Series 2000 Certificates are initially exempt from the rules of the Securities and Exchange Commission relating to continuing disclosure of annual financial information and certain material events. 5 3253v\8 The District's Comprehensive Annual Financial Reports are available upon request from Gary Streed, Director of Finance, Orange County Sanitation District, 10844 Ellis Avenue, Fountain Valley, California 92708-7018. The descriptions herein of the Trust Agreement, the Installment Purchase Agreement and any other agreements relating to the Series 2000 Certificates are qualified in their entirety by reference to such documents. Copies of the documents are on file and available for inspection at the corporate trust office of the Trustee at . All capitalized terms used in this Official Statement and not otherwise defined herein have the same meanings as in the Trust Agreement and the Installment Purchase Agreement. See Appendix C -"Summary of Principal Legal Doc\Jments -Trust Agreement" for definitions of certain words and terms used but not otherwise defined herein. PLAN OF REFUNDING To finance the acquisition, construction and 1nstaJlation costs of certain improvements to the District's Wastewater System, the District caused the execution and delivery of its (i) Certificates of Pa1ticipation (Capital Improvement Program, 1990-92 Series A) in the original principal amount of $100,000,000 (the 0 1990 Series A Certificates"), of which $83,300,000 currently remains outstanding (the "Refunded 1990 Series A Certificates"); (ii) Certificates of Participation (Capital Improvement Program, 1990-92 Series C) in the original principal amount of $98,500,000 (the "1992 Series C Certificates"), of which $86,200,000 currently remains outstanding (the "Refunded 1992 Series C Certificates"); and (iii) Certificates of Participation (Capital Improvement Program, 1990-92 Series B) in the original principal amount of $117 ,550,000 (the "1991 Series B Certificates"). 1991 Series B Certificates in the principal amount of $86,255,000 were refunded in two series of certificates of participation referred to as Outstanding Senior Obligations in this Official Statement. The District plans to current refund the 1990 Series A Certificates and the 1992 Series C Certificates and to advance refund the remaining $18,695,000 principal amount of 1991 Series B Certificates with a portion of the proceeds of the Series 2000 Certificates. Such refunded portion of the 1991 Series B Certificates is referred to herein as the "Refunded 1991 Series B Certificates" and, together with the Refunded l 992 Series A Certificates and the Refunded 1992 Series C Certificates, are referred to as the "Refunded Certificates." See "Financial Obligations -Existing Jndebtedness" herein for additional information regarding the Outstanding Senior Obligations. Upon delivery of the Series 2000 Certificates, a portion of the proceeds, together with certain other amounts will be deposited in an escrow fund (the ''Escrow Fund") established under the Escrow Agreement, dated as of l, 2000 (the "Escrow Agreement11), by and among the District, the Corporation and [State Street Bank and Trust Company of California, N.A.,] [as escrow agent for the Refunded Certificates] thereunder. Moneys in the Escrow Fund will be invested in direct general obligations of, or obligations on which the payment of the principal of and interest are unconditionally guaranteed by the United States of America, the interest on and principal of which will be sufficient to pay the principal and interest evidenced by the Refunded 1991 Series B Certificates due to and including August 1, 2001, to pay the prepayment price of the Refunded 1991 Series B Certificates on August I, 2001, to pay the principal and interest evidenced by the Refunded 1992 Series A Certificates and the Refunded 1992 Series C Certificates due to and including and to pay the prepayment price of the Refunded 1992 Series A Certificates and the Refunded 1992 Series C Certificates on . See "Vetification of Atithmetical and Mathematical Computations" herein. The table below sets fotth the estimated sources and uses of the proceeds of the Series 2000 Certificates. 6 3253v18 Estimated Sources and Uses of Proceeds of the Series 2000 Certificates Sources Certificate Proceeds Existing Funds Total Sources Uses Escrow Fund for Refunded Certificates Reserve Fund Costs ofissuance<1> Total Uses $ $ ======- $ $ ====== <1) Costs of issuance include, among other things, fees of rating agencies, underwriter's discount, initial fees of the Trustee and the Escrow Agent, initial foes for the Standby Certificate Purchase Agreement and Bond Counsel fees. THE SERIES 2000 CERTIFICATES General The Series 2000 Certificates will be prepared in the form of fully registered Series 2000 Certificates in Authorized Denominations. The Series 2000 Certificates will initially bear interest at the Daily Rate Mode and while in a Daily Rate Mode or Weekly Rate Mode, will be delivered in the denomination of $100,000 and whole multiples thereof, except that one Series 2000 Certificate may be in the amount of $100,000 and a whole multiple of $5,000 in excess thereof So long as the Series 2000 Certificates are in the DTC book-entry system, the interest, principal and prepayment premiums, if any, due with respect to the Series 2000 Certificates will be payable by the Trustee, or its agent, to DTC or its nominee. DTC, in turn, will make payments pursuant to its procedures as described under Appendix. D - "Book-Entry System'' herein. The Series 2000 Certificates wi ll be dated the date of initial delivery and will mature on August 1, 20 l 9. During the Dai I y Rate Mode and Weekly Rate Mode, payment of interest with respect to the Series 2000 Certificates will be payable on the first Business Day of each calendar month commencing on August 1, 2000. While the Series 2000 Certificates are in the Daily Rate Mode or the Weekly Rate Mode, interest evidenced by the Series 2000 Certificates will be computed on the basis of the actual days elapsed and a 365 or 366-day year, as applicable. Upon satisfaction of the requirements provided in the Trust Agreement, the Series 2000 Certificates may be converted to the Weekly Rate Mode, Extended Rate Mode or the Fixed Rate Mode as provided in the Trust Agreement. Notwithstanding the foregoing, the interest on Installment Payments evidenced by Bank Certificates shall accrue at the Bank Certificate Rate, calculated as provided in the Trust Agreement. See Appendix C - 11Summary of Principal Legal Documents -Trust Agreement." The Series 2000 Certificates will initially bear interest in the Daily Rate Mode until converted to another Mode as provided in the Trust Agreement or until becoming Bank Certificates (at which time they will evidence interest at the Bank Certificate Rate until such time as they are no longer Bank Certificates), 7 3253v18 Daily Rate Periods will be for one day. Weekly Rate Periods will be from Wednesday of each week to but excluding Wednesday of the following week, except that (i) in the case of a conversion of the Series 2000 Certificates to a Weekly Rate Mode from an Extended Rate Mode, the initial Weekly Rate Period upon such conversion shall be from the Conversion Date to but excluding Wednesday of the foll0\¥ing week, (ii) in the case of a conversion of the Series 2000 Certificates from a Weekly Rate Mode to an Extended Rate Mode, the last Weekly Rate Period will end on the Conversion Date, and (jii) in the case the Weekly Rate Mode is in effect as of the stated Principal Payment Date for the Seri es 2000 Certificates, the last Weekly Rate Period will end on such stated Principal Payment Date. The Remarketing Agent will detennine the Daily Rate for each Daily Rate Period that is a Business Day not later than 9:45 a.m. (New York City time) on such Business Day. The Daily Rate for any D ai ly Rate Period that is not a Business Day shall be the Daily Rate established for the immediately preceding Business Day. The Remarketing Agent wi ll determine tl1e Weekly Rate for each Weekly Rate Period not later than 4:00 p.m. (New York City time) on the last Business Day which is immediately prior to the commencement date of the Weekly Rate Period to which such Weekly Rate relates. The Daily Rate or Weekly Rate so determined will be the lowest rate of interest which, in the judgment of the Remarketing Agent, would cause the Series 2000 Certificates to produce as nearly as practicable a bid equal to the principal evidenced thereby, plus accrued interest evidenced thereby, under prevailing market condit ions as of the date of determination of such Daily Rate or Weekly Rate. Notwithstanding the foregoing, in no event will any Daily Rate or Weekly Rate exceed the Maximum Rate. Notice of [Dai ly Rates] and Weekly Rates shall be given by the Remarketing Agent to the Trustee by telephone (followed by notice in writing by an authorized officer of the Remarketing Agent) not later than 5:00 p.m. on the date of determination. The Trustee shall inform the Owners of the Series 2000 Certificates and the Bank of each Daily Rate and Weekly Rate upon request. All determinations of Daily Rates and Weekly Rates as provided in the Trnst Agreement will be conclusive and binding upon the District, the Trustee, the Bank and the Owners of the Series 2000 Certificates. The District, the Trustee, the Bank and the Remarketing Agent will not be liable to the Owner of any Series 2000 Certificate for failure to give any notice required above or for failure of the Owner of any Series 2000 Certificate to receive any such notice. Optional Tender Provisions Optional Tenders While Daily Rate Mode in Effect. While the Daily Rate Mode is in effect, Owners of Series 2000 Certificates (other than Bank Certificates) may elect to have their Series 2000 Certificates (or portions thereof in Authorized Denominations) purchased at the Purchase Price on any Business Day upon delivery of a written notice of tender meeting the requirements set forth in the Trust Agreement to the Remarketing Agent and the Trustee not later than 9:45 a.m. (New York City time) on such Business Day. The determination of the Trustee as to whether a notice of tender has been properly delivered in accordance with the Trust Agreement will be conclusive and binding upon the Owner. Not later than 10:00 a.m. on the date of receipt of any such notice of tender, the Trustee {Remarketi ng Agent] will notify the Bank of the principal evidenced by Series 2000 Certificates or portions thereof to be tendered and remarketed and that such Series 2000 Certificates or portions thereof are to be tendered and remarketed on such date. Such notice will be given by telephone, telegram, telecopy, telex or other similar communication and will be promptly confirmed in writing. 8 3253vl8 The Remarketing Agent will offer for sale and use its best efforts to find purchasers for all Series 2000 Certificates or portions thereof properly tendered. The terms of any sale by the Remarketing Agent of tendered Series 2000 Certificates will provide for the purchase of the remarketed Series 2000 Certificates at the Purchase Price and the payment of such Purchase Price to the Trustee. by the Remarketing Agent in immediately available funds against delivery of the remarketed Series 2000 Certificates to the Trustee at or before 11 ;30 a.m. on the Purchase Date. Notwithstanding the foregoing, the Remarketing Agent will not offer for sale any Series 2000 Certificate if (i) notice of any optional or mandatory prepayment or any conversion from the Daily Rate Mode to another Mode has been given to the Owner of such Series 2000 Certificate pursuant to the provisions of the Trust Agreement, or (ii) any defeasance of such Series 2000 Certificate in accordance with the provisions of the Trust Agreement has occurred, unless the Remarketing Agent has advised the person in writing to whom the offer is made of such occurrence and the effect of the same on the rights of the Owner of such Series 2000 Certificate, including, but not limited to, the rights of such Owner to tender such Series 2000 Certificate, as described in the conversion notice from the Trustee to the Owner of such Series 2000 Certificate. Optional Tenders While Weekly Rate Mode in Effect. While the Weekly Rate Mode is in effect, Owners of Series 2000 Certificates (other than Bank Certificates) may elect to have their Series 2000 Certificates (or portions thereof in Authorized Denominations) purchased at the Purchase Price on any Business Day upon delivery of a written notice of tender meeting the requirements set forth in the Trust Agreement to the Remarketing Agent and the Trustee not later than 5:00 p.m. (New York City time) on a Business Day not less than seven days prior to the Purchase Date. Not later than 4:30 p.m. on the Business Day immediately fo llowing the date of receipt of any notice of tender, the Trustee [Remarketing Agent] will notify the Bank of the principal evidenced by Series 2000 Certificates or portions thereof to be tendered and remarketed and the date on which such Series 2000 Certificates or portions thereof are to be tendered and remarketed. Such notice will be given by telephone, telegram, telecopy, telex or other similar communication and will be promptly confirmed in writing. The Remarketing Agent will offer for sale and use its best efforts to find purchasers for all Series 2000 Certificates or portions thereof properly tendered. The terms of any sale by the Remarketing Agent of tendered Series 2000 Certificates will provide for the purchase of the remarketed Series 2000 Certificates at the Purchase Price and the payment of such Purchase Price to the Trustee by the Remarketing Agent in immediately available funds against delivery of the remarketed Series 2000 Certificates to the Trustee at or before l l :30 a.m. 011 the Purchase Date. Notwithstanding the foregoing, the Remarketing Agent will not offer for sale any Series 2000 Certificate if (i) notice of any optional or mandatory prepayment or any conversion from the Weekly Rate Mode to another Mode has been given to the Owner of such Series 2000 Certificate pursuant to the provisions of the Trust Agreement, or (ii) any defeasance of such Series 2000 Certificate in accordance with the provisions of the Trust Agreement has occurred, unless the Remarketing Agent has advised the person in writing to whom the offer is made of such occurrence and the effect of the same on the rights of the Owner of such Series 2000 Certificate, including, but not limited to, the rights of such Owner to tender such Series 2000 Certificate, as described in the conversion notice from the Trustee to the Owner of such Series 2000 Certificate, Mandatory Tender Provisions On Conversion Dates. The Series 2000 Certificates will be subject to mandatory tender for purchase on each Conversion Date, and the Owners shall not be entitled to retain such Series 2000 9 3253vl8 Certificates. Notice of conversion to another Mode will be given to the Owners in the manner provided with respect to optional conversion between Variable Rate Modes in the Trust Agreement. Notice of conversion to the Ftxed Rate Mode will be given to the Owners in the manner provided with respect to conversion to the Fixed Rate Mode therein. The provisions with respect to purchase of tendered Series 2000 Certificates therein will be applicable to the purchase, payment for and registration and delivery of tendered Series 2000 Certificates. Any Series 2000 Certificate not tendered for purchase on a Conversion Date, as required in the Trust Agreement will be deemed tendered and purchased on such Conversion Date, and thereafter the Owner thereof wil I have no further rights under the Trust Agreement except to receive such Purchase Price. After Each Extended Rate Period, The Series 2000 Certificates will be subject to mandatory tender for purchase on the day following the last day of each Extended Rate Period, and the Owners will not be entitled to retain such Series 2000 Certificates. The Trustee will, not less than l 0 days prior to each such mandatory tender date, mail by first class mail, postage prepaid, a notice to all of the Owners of the Series 2000 Certificates, which notice will set forth rnandatory tender date and state (i) that the Series 2000 Certificates are subject to mandatory tender for purchase (without the right to retain) on such mandatory tender date at a Purchase Price equal to the principal evidenced thereby plus accrued interest evidenced thereby, (ii) that the Series 2000 Certificates will be deemed pl1rchased on such mandatory tender date, and thereafter the Owner will have no further rights under the Trust Agreement except to receive such Purchase Price, and (iii) that on and after the last Business Day that is at least four days prior to such mandatory tender date, the Trustee, upon request of an Owner, will inform such Owner of the duration of the Extended Period commencing on such mandatory tender date and the Extended Rate relating thereto. The provisions of the Trust Agreement wi ll be applicable to the purchase, payment for and registration a11d delivery of the Certificates. Any Series 2000 Certificate not tendered for purchase on such a mandatory tender date, as required by the Trust Agreement, will be deemed tendered and purchased on such mandatory tender date, and thereafter the Owner thereof will have no further rights under the Trust Agreement except to receive such Purchase Price. Upon Expiration or Substitution of Liquidity Facility or Event of Default with Respect Thereto. Prior to conversion of the Series 2000 Certificates to the Fixed Rate Mode, the Series 2000 Certificates shall be subject to mandatory tender for purchase at the Purchase Price: (i) Liquidity Facility; on the last Business Day which is at least five days prior to expiration of the (ii) on the fifth Business Day following the Trustee's receipt of a Notice of Mandatory Tender from the Bank; and (iii) if the Series 2000 Certificates are in the Daily Rate Mode or the Weekly Rate Mode, on tJ1e last Business Day which is at least five days prior to the substitution o f a Substitute Liquidity Facility for the Standby Certificate Purchase Agreement pursuant to the provisions of the Trust Agreement. The Owners may not elect to retain their Series 2000 Certificates in the event of mandatory tender upon expiration or substitution of liquidity facility or event of default, as described above. Notice of Mandatory Purchase. Notice of mandatory tender of the Series 2000 Certificates, stating the date on whfoh and time at whi ch the Series 2000 Certificates are required to be tendered for purchase, will be given by first class mail, postage prepaid by the Trustee to the Owners of the Series 10 3253v l8 2000 Certificates not less than five Business Days prior to the date on which the Series 2000 Certificates are to be purchased pursuant to the Trust Agreement or as soon as practicable after the Trustee's receipt of a Notice of Mandatory Tender from the Bank, with respect to a purchase pursuant to paragraph (ii) above. A copy of such notice will be sent to the District, the Remarketing Agent and the Bank. Notice having been so given, such mandatory tender will occur on the date provided in such notice whether or not a Substitute Liquidity Facility is provided after such initial notice has been given. Tende1· and Purchase of Series 2000 Certificates Before 4:00 p.m. on the Purchase Date and upon receipt by the Trustee of 100% of the aggregate Purchase Price of the tendered Series 2000 Certificates, the Trustee will pay the Purchase Price of such Series 2000 Certificates to the Owners thereof at its Principal Office or by bank wire transfer. Such payments will be made in immediately avail able funds. Payments of such Purchase Price are to be made from the following sources In tbe order of priority iodicated: (i) the proceeds of the sale of the Series 2000 Certificates which have been remarketed by the Remarketing Agent; and (ii) moneys paid pursuant to draws on the Standby Ce11ificate Purchase Agreement to pay the Purchase Price of Series 2000 Certificates. The Remarketing Agent will offer for sale and use its best efforts to find purchasers for all Series 2000 Certificates or portions thereof properly tendered. The tenns of any sale by the Remarketing Agent of tendered Series 2000 Certificates will provide for the purchase of the remarketed Series 2000 Certificates at the Purchase Price and the payment of such Purchase Price to the Trustee by the Remarketing Agent in immediately available funds against de livery of the remarketed Series 2000 Certificates to the Trustee at or before 11:30 a.m. on the Purchase Date. Notwithstanding the foregoin g, the Rernarketing Agent will not offer for sale any Series 2000 Certificate if (i) notice ofany optional or mandatory prepayment or any conversion from the Weekly Rate Mode to another Mode has been given to the Owner of such Series 2000 Certificate pursuant to the provisions of the Trust Agreement, or (ii) any defeasance of such Series 2000 Certificate in accordance with the provisions of the Trust Agreement has occurre~ unless the Retnarketing Agent has advised the person in writing to whom the offer is made of such occurrence and the effect of the same on the rights of the Owner of such Series 2000 Certificate, -including, but not limited to, the rights of such Owner to tender such Series 2000 Certificate, as described in the conversion notice from the Trustee to the Owner of such Series 2000 Certificate. Conversion to Other Modes Optional Conversion Between Variable Rate Modes. At the option of the District and upon del ivery of an Opin ion of Counsel to the effect that such conversion will not, in and of itself, adversely affect the exclusion from gross income of interest evidenced by the Series 2000 Certificates for federal income tax purposes, all of the Series 2000 Certificates may be converted from the then current Variable Rate Mode to another Variable Rate Mode as provided in the Trust Agreement. In the case of conversion from the Daily Rate Mode to another Variable Rate Mode, the Conversion Date shall be an Interest Payment Date for the Daily Rate Mode. In the case of conversion from the Weekly Rate Mode to another Variable Rate Mode, the Conversion Date shall be an interest Payment Date for the Weekly Rate Mode. In the case of a conversion from the Extended Rate Mode to another Variable Rate Mode, the Conversion Date will be the day fo!Jowing the last day of the Extended Rate Period. Notwithstanding the delivery of 11 3253vl8 notice of the conversion pursuant to the Trust Agreement, conversion to a new Variable Rate Mode will not take effect unless all of the conditions provided in the Trust Agreement are satisfied. Conversion to the Fixed Rate Mode. All of the Series 2000 Certificates may be converted from the then current Variable Rate Mode to the Fixed Rate Mode at the option of the District as provided in the Trust Agreement. The Conversion Date for any conversion of Series 2000 Certificates to the Fixed Rate Mode will be, if the conversion is from the Daily Rate Mode or the Weekly Rate Mode, the first Business Day of a calendar month, and, if the conversion is from the Ex.tended Rate Mode, the day fol lowing the last day of an Extended Rate Period. Notwithstanding the delivery of notice of the conversion pursuant to the Trust Agreement, conversion to the Fixed Rate Mode will not take effect unless all of the conditions provided in the Trust Agreement are satisfied. Prepayment Provisions Optional Prepayment. While the Daily Rate Mode or the Weekly Rate Mode is in effect, the Series 2000 Certificates will be subject to prepayment prior to their stated Principal Payment Date, on any Interest Payment Date, at the option of the District, as a whole or in part in Authorized Denominations, from and to the extent of prepaid Installment Payments paid pursuant to the Installment Purchase Agreement, at a prepayment price equal to the principal evidenced thereby, plus accrued interest evidenced thereby to the date fixed for prepayment, without premium. Mandatory Sinking Fund Account Prepayment. The Series 2000 Certificates are subject to repayment prior to their stated Principal Payment Date, in part, from Mandatory Sinking Account Payments, on each August l specified below, at a prepayment price equal to the principal evjdenced thereby, pills accrued interest evidenced thereby to the date fixed for prepayment, without premium. The principal evidenced by such Series 2000 Certificates to be so prepaid and the dates therefor will be as follows: Mandatory Mandatory Date Sinking Fund Date Sinking Fund (Augus1 1) Amount (August l) Amount 2000 $ 2009 $ 2001 201 0 2002 2011 2003 2012 2004 2013 2005 2014 2006 2015 2007 2016 2008 2017 2018 2019* *Stated Maturity Date. The amount of each such prepayment will be reduced as directed by the District, to the extent possible, in Authorized Denominations, in the event and to the extent of any and all prepayments of Series 2000 Certificates, other than prepayments made as described in the preceding paragraph. 12 3253v l8 Selection of Series 2000 Certificates for Prepayment. Whenever Jess than all the Outstanding Series 2000 Certificates are to be prepaid on any one date, the Trustee shall select the Series 2000 Certificates to be prepaid by lot jn any manner that the Trustee deems frur and appropriate, which decision shall be final and binding upon the District, the Corporation and the Owners. Notwithstanding the foregoing, all Bank Certificates shall be prepaid prior to the prepayment of any other Series 2000 Certificates. The Trustee will promptly notify the District in writing of the numbers of the Series 2000 Certjficates so selected for prepayment on such date. For purposes of such selection, any Series 2000 Certificate may be prepaid in part in Authorized Denominations. Notice of Prepayment. When prepayment of Series 2000 Ce1tificates is authorized pursuant to the Trust Agreement, the Trustee will give notice, at the expense of the District, of the prepayment of the Series 2000 Certificates. The notice of prepayment will specify the Series 2000 Certificates or designated portions thereof (in the case of prepayment of the Series 2000 Certificates in part but not in whole) which are to be prepaid, the date of prepayment, the place or places where the prepayment wi ll be made, including the name and address of any paying agent, the prepayment price, the CUSlP numbers assigned to the Series 2000 Certificates to be prepaid, and the numbers of the Series 2000 Certificates to be prepaid in whole or in part and, in the case of any Series 2000 Certificate to be prepaid in part only, the principal evidenced by such Series 2000 Certificates to be prepaid. Such notice of prepayment will further state that on the specified date there shall become due and payable upon each Series 2000 Certificate or portion thereof being prepaid the prepayment price and that from and after such date interest evidenced thereby will cease to accrue and be payable. The actual receipt by an Owner or by any of the securities depositories or information services specified in the Trust Agreement of any notice of such prepayment shall not be a condition precedent to prepayment, and neither failure to receive such notice nor any defect therein shall affect the validity of the proceedings for the prepayment of such Series 2000 Certificates or the cessation of interest evidenced thereby on the date fixed for prepayment. A certificate by the Trustee that notice of prepayment has been given to Owners or to any of the securities depositories or information services specified in tJ1e Trust Agreement as provided therein shall be conclusive as against all parties, and no Owner whose Series 2000 Certificate is called for prepayment may object thereto or object to the cessation of interest evidenced thereby on the fixed prepayment date by any claim or showing that said Owner failed to actually receive such notice of prepayment. If notice of prepayment has been duly given as aforesaid and funds for the payment of the prepayment price of the Series 2000 Cerfrficates to be prepaid are held by the Trustee, then on the Prepayment Date designated in such notice, the Series 2000 Certificates so called for prepayment will become payable at the prepayment price specified in such notice; and from and after the date so designated interest evidenced by the Series 2000 Certificates so called for prepayment will cease to accrue, such Series 2000 Certificates will cease to be entitled to any benefit or security under the Trust Agreement and the Owners of such Series 2000 Certificates wiJJ have no rights in respect thereof except to receive payment of the prepayment price; and such moneys will be pledged to such prepayment, The Trustee wil I, upon suttendet fot payment of any of the Seti es 2000 Certificates to be prepaid, pay such Series 2000 Certificates at the prepayment price thereof. 13 3253v18 SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2000 CERTIFICATES IostaJlmeot Payments Pursuant to the Installment Purchase Agreement, the acquisition, construction and installation of certain improvements to the District's Wastewater System (the "Project") will be acqufred by the District from the Corporation. The District has covenanted to, subject to any rights of prepayment under the [nstallment Purchase Agreement, pay to the Corporation, solely from Net Revenues and from no other sources, the Purchase Price in Tnstallment Payments, with interest thereon as provided in the Installment Purchase Agreement. The obligation of the District to make the ltlstallment Payments, and payments of interest thereon, and other payments required to be made by it under the Installment Purchase Agreement, solely from Net Revenues, is absolute and unconditional, and until such time as the Installment Payments, payments of interest thereon, and such other payments shall have been paid in full (or provision for the payment thereof shall have been made pursuant to the Installment Purchase Agreement), the District has covenanted that it will not discontinue or suspend any Installment Payments when due, whether or not the Project or any part thereof is operating or operable or has been completed, or its use is suspended, interfered with, reduced or curtailed or terminated in whole or in part, and such Installment Payments, payments of interest thereon, and other payments shalJ not be subject to reduction whether offset or otherwise and shall not be conditional upon the performance or nonperformance by any party of any agreement or any cause whatsoever. The District's obligation to make lnstallment Payments from Net Revenues is on a parity with the District's obligation to make payments with respect to its Outstanding Senior Obligations. See"-Net Revenues1' below. Pursuant to the Trust Agreement, the Corporation has assigned to the Trustee for the benefit of the Owners of tbe Series 2000 Certificates substantially all of its rights, title and interest in the Installment Purchase Agreement, including its right to receive Installment Payments and the interest thereon. The obligation of the District to pay the Insta llment Payments, and the interest thereon, and other payments required to be made by it under the Installment Purchase Agreement, is a special obligation of the District payable, in the manner provided in the Installment Purchase Agreement, solely from Net Revenues and other funds provided for in the Installment Purchase Agreement, and does not constitute a debt of the District, the State or of any political subdivision thereof, in contravention of any co nstitutional or statutory debt limitation or restriction. Neither the faith and credit nor the taxing power of the District, the State or any po litical subdivision thereof, is pledged to the payment of the Installment Payments, or the interest thereon, or other payments required to be made under the InstalhneJlt Purchase Agreement. See "Security and Sources of Payment for the Series 2000 Certificates" herein. Net Revenues The District is obligated to make Installment Payments solely from Net Revenues, which consist of Revenues remaining after payment of costs paid by the District for maintaining and operating the Wastewater System ("Maintenance and Operation Costs11). Reveuues are defined in the Installment Purchase Agreement to mean, for any period, all income and revenue received by the District during such period from the operation or ownership of the Wastewater System, determined 'in accordance with generally accepted accounting principles, including all fees and charges received by the District during such period for the services of the Wastewater System , investment incorne received during such period (but only to the extent that such investment income is generall y available to pay costs with respect to the Wastewater System, including Maintenance and Operation Costs), Net Proceeds of business interruption insurance received during such period, Ad Valorem Taxes received during such period, payments under the Agreement Acquiring Ownership Interests, Assigning Rights and Establishing Obligations, entered 14 3253v18 into on February 13, 1986, and amendment No. l thereto dated December 10, 1986, by and between predecessor County Sanitation District No. 14 of Orange County and the Irvine Ranch Water District (the "IR WD Agreement") received during such period and all other money received during such period howsoever derived by the District from the operation or ownership of the Wastewater System (including any standby or availability charges), but excluding (a) capital facilities capacity charges, (b) payments received under Financial Contracts, and (c) refU11dable deposits made to establish credit and advances or contributions in aid of construction (which, for purposes hereof, shall not include payments under the TRWD Agreement); provided, however, that (i) Revenues shall be increased by the amounts, if any, transferred during such period from the. Rate Stabilization Account to the Revenue Account and shall be decreased by the amounts, if any, transferred during such period from the Revenue Account to the Rate Stabilization Account, and [(ii) Revenues shall include capital facilities capacity charges collected during such period to the extent that such capital facilities capacity charges could be properly expended on a Connection Fee Eligible Project for which the proceeds of Subject Obligations were used or are available to be used.] See "District Revenues -Additional Revenues0 herein. The District's obligation to make the Installment Payments from its Net Revenues is on a parity with the District's obligation to make payments with respect to its other outstanding obligations described as Senior Obligations and all Reimbursement Obligations with respect to Senior Obligations. Pursuant to the Installment Purchase Agreement, the District pledges all Net Revenues to the payment of the Senior Obligations and Reimbursement Obligations with respect to Senior Obligations, and the Net Revenues will not be used for any other purpose while any of the Senior Obligations or Reimbursement Obligations with respect to Senior Obligations remain unpaid; provided, however, that out of the Net Revenues there may be apportioned such sums for sueh purposes as are expressly permitted by the Installment Purchase Agreement. This pledge shall constitute a first lien on the Net Revenues for the payment of the Senior Obligations and Reimbursement Obligations with respect to Senior Obligations. The term Senior Obligations, generally means all revenue bonds or notes (including bond anticipation notes and commercial paper) of the District authorized, executed, issued and delivered under and pursuant to applicable law, the Installment Purchase Agreement and all other contracts (including financial contracts) or leases of the District authorized and executed by the District under and pursuant to applicable law, the installment, lease or other payments under which are, in accordance with the provisions of the Installment Purchase Agreement, payable from Net Revenues on a parity with the payments under the Installment Purchase Agreement. The District may at any time incur Subordinate Obligations; provided, however, that prior to incurring such Subordinate Obligations, the District will have determined that the incurrence thereof will not materially adversely affect the District's ability to comply with the requirements of the Installment Purchase Agreement. The District may at any time incur Reimbursement Obligations with respect to Subordinate Obligations. For a description of the District's Outstanding Senior Obligations and Subordinate Obligations, see "Financial Obligations -Existing Indebtedness" herein. The District 1uay, in connection with the incurrence of Subordinate Obligations, pledge Net Revenues to the payment of Subordinate Obligations and Reimbursement Obligations with respect to Subordinate Obligations; provided, however, that such pledge, and any lien created thereby, shall be junior and subordinate to the pledge of, and lien on, Net Revenues for the payment of Senior Obligations and Reimbursement Obligations with respect to Senior Obligations. 15 3253v18 Rate Stabilization Account In order to avoid fluctuations in its fees and charges of the Wastewater System, from time to time the D istrict may deposit in the Rate Stabilization Account from Net Revenues such amounts as the District deems necessary or appropriate. From time to time, the District may also transfer moneys from the Rate Stabilization Account to the Revenue Account to be used by the District, first to pay all Maintenance and Operations Costs as and when the same shall be due and payable. In addition, any Sl.lch amount transferred from the Rate Stabilization Account to the Revenue Account by the District is included as Revenues for any period, but such transfetTed amount is excluded from determining Operating Revenues for any period. Revenues will be decreased by the amounts, if any, transferred from the Revenue Account to the Rate Stabilization Account. There are presently no funds in the Rate Stabilization Account. Allocation of Revenues In order to carry out and effectuate the pledge of Net Revenues as described above, the District agrees and covenants that all Operating Revenues received by the District will be deposited when and as received in the Revenue Account. Additionally, amounts may, from time to time as the District deems necessary or appropriate, be transferred from the Rate Stabilization Account and deposited in the Revenue Account, as described above under"-Rate Stabilization Account." The District will pay from the Revenue Account all Maintenance and Operations Costs (including amounts reasonably required to be set aside in contingency reserves for Maintenance and Operations Costs, the payment of which is not immediately required) as and when the same shall be due and payable. After having paid, or having made provisions for the payment of, Maintenance and Operations Costs, the District shall set aside and deposit or transfer, as the case may be, from the Revenue Account such amounts at such times as provided in the installment Purchase Agreement in the following order of priority: (I) Senior Obligation Payment Account; (2) Senior Obligation Reserve funds.; (3) Subordinate Obligation Payment Account; (4) Subordinate Obligation Reserve Funds; and (5) Rate Stabilization Account. Amounts required or permitted to be deposited or transferred as described in items 2, 3, 4 and 5 above, shall not be so deposited or transferred unless the District shall have determined that there will be sufficient Net Revenues available to make the required deposits or transfers on the dates on which such deposits or transfers are required to be made as described above. So long as the District has determined that Net Revenues will be sufficient to make all of the deposits or transfers required to be made pursuant to paragraphs l , 2, 3, 4 and S above, on the dates on which such deposits or transfers are required to be made, Net Revenues on deposit in the Revenue Account may from time to time be used for any purpose for which the District funds may be legally applied. For additional information, see Appendix C - "Summary of Principal Legal Documents -Installment Purchase Agreement.11 16 3253vl8 Rate Covenant Pursuant to the Installment Purchase Agreement, the Distrjct will, to the extent permitted by law, fix, prescribe and collect fees and charges fot the services of the Wastewater System which will be at least sufficient to yield during each Fiscal Year (a) Net Revenues equal to 125% of Debt Service on Senior Obligations for such Fiscal Year and (b) Net Operating Revenues equal to 100% of Debt Service on all Obligations for such Fiscal Year. The District may make adjustments from time to time in such fees and charges and may make such classification thereof as it deems necessary, but will not reduce the fees and charges then in effect unless the Revenues and Net Revenues from such reduced fees and charges will at all t imes be sufficient to meet the requirements of the Installment Purchase Agreement. In addition, the District has covenanted in the Justa! lment Purchase Agreement to prepare and adopt an annual budget for the Wastewater System for each Fiscal Year. Such budget will set forth in reasonable detail the Revenues anticipated to be derived in such Fiscal Year and the expenditures anticipated to be paid or provided for therefrom in such Fiscal Year, including, without limitation, the amounts required to pay or provide for the payment of the Maintenance and Operations Costs during such Fiscal Year, the amounts required to pay or provide for the payment of Obligations during such Fiscal Year and tbe amounts required to pay or provide for the payment of all other claims or obligations required to be paid from Revenues in such Fiscal Year, and will show that Revenues and Net Revenues will be at least sufficient to satisfy the requirements of the Installment Purchase Agreement. On or before September 1 of each Fiscal Year, commencing September 1, 2000, the District will file with the Trustee, as assignee of the Corporation, a copy of the adopted budget for such FiscaJ Year. See Appendix C - "Summary of Principal Legal Documents -Installment Purchase Agreement" for additional information. Reserve Fund The Trust Agreement provides for the funding of the Reserve Fund in an amount equal to the Reserve Requirement, which js defined as an amount equal to the least of (i) the maximum amount of remaining Installment Payments, and the interest thereon, coming due in any one year; (ii) l 0% of the proceeds of the (2000 Certificates]; or (iii) 125% of the average amount of remaining Installment Payments, and the interest thereon, corning due in each year. Amounts in the Reserve Fund may be used to pay principal of and interest with respect to the Series 2000 Certificates to the extent that amounts in the Principal Account and Interest Accouni are insufficient therefor. A portion of the proceeds of the Series 2000 Certificates will be deposited into the Reserve Fund sufficient to satisfy the Reserve Requirement as defined in the Trust Agreement. See Appendix C -"Summary of Principal Legal Documents -Trust Agreement." Limitations on Issuance of Additional Obligations Senior Obligations. The District may at any time incur Senior Obligations payable from Net Revenues as provided in the rnstallment Purchase Agreement on a parity with all other Senior Obligations theretofore incuned but only subject to the following conditions under the Installment Purchase Agreement: 3253v18 (I) Upon the incurrence of such Senior Obligations, no Event of Default shall be continuing under the terms of the Installment Purchase Agreement or the Trust Agreement; and (2) Such Senior Obligations shall be incurred only for the purpose of (i) providing funds to pay costs of additions, improvements or repairs to, or replacements of portions of, the 17 Wastewater System, or (ii) provjding funds to refund or refinance any Obligations; provided, however, tbat a portion of the proceeds of such Senior Obligations. may be used to pay costs of issuance incurred in connection with the incurrence of such Senior Obligations and a portion of the proceeds of such Senior Obligations may be used to fund an Obligatio11 Reserve Fund in the amount required to be funded for such Senior Obligations and to pay capitalized interest on such Senior Obligations. (3) The District shall have received either one of the following: (i) A written Certificate of the District certifying that, for a 12 consecutive calendar month period during the 24 consecutive calendar month period ending in the calendar month prior to the incurrence of such Senior Obligations (which 12 consecutive calendar month period shall be specified in such certificate or certificates); (A) Net Revenues, as shown by the books of the District, shall have amounted to at least 125% of Maximum Annual Debt Service on all Senior Obligations to be outstanding immediately after the incurrence of such Senior Obligations, and (B) Net Operating Revenues, as shown by the books of the District, shall have amounted to at least 100% of Maximum Annual Debt Service on all Obligations to be outstanding immediately after the incurrence of such Senior Obligations. For purposes of demonstrating compliance with the foregoing, Net Revenues and Net Operating Revenues may be adjusted for (x) any changes in fees and charges for the services of the Wastewater System which have been adopted and are in effect on the date such Senior Obligations are incurred, but which, during all or any part of such 12 consecutive calendar month period, were not in effect, (y) customers added to the Wastewater System subsequent to such 12 consecutive calendar month period but prior to the date such Sen ior Obli gations are incurred, and (z) the estimated change in available Net Revenues and Net Operating Revenues which will result from the connection of existing residences or businesses to the Wastewater System within one year following completion of any project to be funded or any system to be acquired from the proceeds of such Senior Obligations; or 3253vl8 (ii) A certificate or certificates from one or more Consultants whicb1 when taken together, project that, for each of the two Fiscal Years next succeeding the incurrence of such Senior Obligations; (A) Net Revenues will amount to at least 125% of Maximum Annual Debt Service on all Senior Obligations to be outstanding immediately after the incurrence of such Senior Obligations, and (B) Net Operating Revenues will amount to at least 100% of Maximum Annual Debt Service on all Obligations to be outstanding in1mediately after the incurrence of such Senior Obi igations. 18 Por purposes of demonstrating compliance with the foregoing, Net Revenues and Net Operating Revenues may be adjusted for (x) any changes in fees and charges for the services of the Wastewater System wbich have been adopted and are in effect on the date such Senior Obligations are incurred or will go into effect prior to the end of such two Fiscal Year period, (y) customers expected to be added to the Wastewater System prior to the end of such two Fiscal Year period, and (z) the estimated change in available Net Revenues and Net Operating Revenues which will result from the connection of existing residences or businesses to the Wastewater System within one year following completion of any project to be funded or any system to be acquired from the proceeds of such Senior Obligations. For purposes of preparing the certificate or certificates described above, the Consultant may rely upon financial statements prepared by the District that have not been subject to audit by an independent certified public accountant if audited financial statements for the period are not available. The provisions described above i11 paragraph (3) need not be complied with if the Senior Obligations being incmTed are Short-Term Obligations excluded from the calculation of Assumed Debt Service pursuant to clause (H) of the definition thereof. See Appendix C -"Summary of Legal Documents -Definitions" herein. The determination of Net Revenues for use in the calculation described above is more fully described in Appendix C-"Summary of Principal Legal Documents -Installment Purchase Agreement - [Additional Obligations]" attached hereto. The provisions described in paragraph (3)(i)(B) above need not be complied with for such portion of such Seniol' Obligations incurred for the purpose of providing funds to refund or refinance such Obligations if (i) a portion (which may be all) of the Senior Obligations are incurred for the purpose of providing fun ds to refund or refinance any Obligations, (ii) upon such refunding or refinancing, debt service on such refunded or refinanced Obligations, or debt service on bonds, notes or other obligations of an entity other than the District, the debt service on which is payable from Obligation Payments for such Obligations (the "Related Bonds"), will no longer be included in the calculation of Assumed Debt Service eitber because such Obligations, or the Related Bonds of such Obligations, will have been paid in full or because such debt service is disregarded pursuant to clause (L) of the definition of Assumed Debt Service, and (iii) Assumed Debt Service in each fiscal Year for the portion of such Senior Obligations incurred for the purpose of providing funds to refund or refinance such Obligations is less than or equal to I 05% of Assumed Debt Service in such Fiscal Year for such Obligati ons being refunded or refinanced (assum ing for such purposes that debt service on such refunded or refinanced Obrigations, or debt service on the Related Bonds of such Obligations, is not disregarded pursuant to clause (L) of the definition of Assumed Debt Service). See Appendix C -"Summary of Principal Legal Documents -Installment Purchase Agreement" attached hereto for additional information, The District may at any ti me incur Reimbursement Obligations with respect to Senior Obligations. Subordinate Obligations. The District may at any time incur Subordinate Obligations upon satisfaction of the conditions provided in the Installment Purchase Agreement. See Appendix C - "Summary of Legal Documents'' herein for a description of such conditions. Insurance The District will procure and maintain or cause to be procured and maintained casualty insurance on the Wastewater System with responsible insurers, or provide self insurance (which may be provided in 19 3253v18 the form of risk~sharing pools), in such amounts and against such risks (including accident to or destruction of the Wastewater System) as are usually covered in connection with facilities similar to the Wastewater System. The District will procure and maintain such other insurance which it shall deem advisable or necessary to protect its interests and the interests of the Corporation. See Appendix C - "Summary of Principal Legal Documents -Installment Purchase Agreement" herein. Allocation of Installment Payments The table below sets forth the estimated Installment Payments, together with the estimated interest thereon, assuming the only prepayments made are the mandatory prepayments described under "The Series 2000 Certificates -Prepayment Provisions" herein. Also set forth are the payments due on Outstanding Senior Obligations. 20 3253vl8 lnstallment Payment Date 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 $ Estimated InstalJment Payments of the District lnstallmenl Paymentsl'l Principal Interest $ Outstanding Senior Obligation Pavments<2> Princieal Interest 5,290,000.00 4,584,862.50 5,570.000.00 8,879,595.00 6, 125,000.00 8,573,925.00 6,610,000.00 8,237,452.50 7,140,000.00 7,874,557.50 I I ,955,000.00 7,482,742.50 12,665,000.00 6,8GG,7GO.OO 13,465,000.00 6,213,847.50 L 4,260,000.00 5,519,010.00 15,2] 0,000.00 4,729,065.00 16, 165 ,000.00 3,886,395.00 5,295,000.00 2,990,722.50 7, 170,000.00 2,698,335.00 20,240,000.00 2,302,380.00 8,200,000.00 l,181,040.00 8,600,000.00 807,120.00 9, 100,000.00 414,960.00 Total $ 9,874,862.50 l4,449,595.00 l 4,698,925 .00 14,847,452.50 15,014,557.50 19,437,742.50 19,531,760.00 19,678,847.50 I 9,779,010.00 J 9,939,065.00 20,051,395 .00 8,285,722.50 9,868,335.00 22,542,3 80.00 9,38 t,040.00 9,407,120.00 9,514,960.00 <1> Based on an assumed interest rate of 4% per annum, except that the interest rate with respect to $ of the Series 2000 Certificates through August 1, 2000, is calculated at the interest rate swap rate of __ %. The figures set forth are rounded and, therefore, the totals may not add precisely. <2J Reflects combined debt service on Outstanding Senior Obligations based on long-dated interest rate swap rate of 5.55% for the 1992 Refunding Certificates and long-dated interest rate swap rate of 4.56% for the 1993 Refunding Certificates. See "Financial Obligations -Existing Indebtedness" herein. STANDBY CERTIFICATE PURCHASE AGREEMENT The following is a summary of certain provisions of the Standby Certificate Purchase Agreement. This summary does not purport to be comprehensive. The Standby Certificate Purchase Agreement relates only to the Series 2000 Certificates and will not, under any circumstances, provide for the payment of the Purchase Price of Additional Obligations or any Outstanding Senior Obligations. Reference should be made to the Standby Certificate Purchase Agreement for its complete terms. Capitalized terms used under this heading nut defined elsewhere in this Official Statement will have the meanings set forth in the Standby Certificate Purchase Agreement. General Provisions [TO COME} 21 3253v18 Substitute Liquidity Facility [TO COME) Limitations of Standby Certificate Purchase Agreement The ability to obtain fW1ds under the Standby Certificate Purchase Agreement in accordance w ith its terms may be limited by federal or state law. Bankruptcy, conservatorship, receivership and sitnilar laws governing financial institutions or any provider of the Standby Certificate Purchase Agreement may prevent or restrict payment under the Standby Certificate Purchase Agreement. To the extent the short-term rating on the Series 2000 Certificates depends in any manner on the rating of the provider of the Standby Certificate Purchase Agreement, the short-term ratings on the Series 2000 Certificates could be downgraded or withdrawn if the provider of the Standby Certificate Purchase Agreement were to be downgraded, placed on credit watch or have its ratings suspended or withdrawn or were to refuse to perform under the Standby Certificate Purchase Agreement. The obligation of the provider of the Standby Certificate Purchase Agreement under the Standby Certificate Purchase Agreement to purchase un-remarketed Series 2000 Certificates is subject to the conditions and limitations set forth therein, and is also subject to all rights and defenses available to contracting parties generally. The Standby Certificate Purchase Agreement is not a guaranty to pay the purchase price of Series 2000 Certificates tendered for purchase. The Standby Certificate Purchase Agreement is a general contract, subject to certain conditions and li mitations, and is not a letter of credit. Purchasers of the Series 2000 Certificates should consult their legal counse l for an explanation of the differences between a general contract and a Jetter of credit or guaranty. The following is included as a summary of selected differences and does not purport to be complete or definitive. In general, a letter of credit is an independent, special contract by a bank to pay a third party such as a bond trustee holding the letter of credit for the benefit of owners of bonds. Banks are required by law to honor their letters of credit except In a few specified circum stances. If a dispute were to develop between a bank and its borrower, except in limited circumstances, the dispute should not jeopardize payment under the letter of credit because (a) the Jetter of credi1 would be independent of the disputed contract between the borrower and the bank and (b) the beneficiary of the letter of credit (typically, the bond trustee) would have direct rights under the Jetter of credit. Further, and although there are defenses to payment of letters of credit, such defenses are I imited by law to specified circumstances. In contrast, the Standby Certificate Purchase Agreement is a general contract only. No law expressly requires perfonnance of the contract, although the non-breaching party would be entitled to allowable damages if there were a breach of contract. Although the Trustee is authorized to draw funds in accordance with the Standby Certificate Purchase Agreement, the provider of the Standby Certificate Purchase Agreement has no 1ndependent obligation to the Trustee. If a dispute were to develop, the provider of the Standby Certificate Purchase Agreement will have all defenses allowed by law or in equity to its payment under or other performance of the Standby Certificate Purchase Agreement, including but not limited to disputes (whether valid or not) regarding the authority of either party to enter into or perform the Standby Certificate Purchase Agreement. More of such defenses are allowed by laws regarding contracts than by laws regarding letters of credit. The provider of the Standby Certificate Purchase Agreement or the District may seek to have any future dispute resolved in court and appealed to final judgment before it performs under the Standby Certificate Purchase Agreement. Further, even if the District were to prevail against the provider of the 22 3253v1& Standby Certificate Purchase Agreement, a court would not necessarily order the provider of the Standby Certificate Purchase Agreement to perform under the Standby Certificate Purchase Agreement; it could instead award damages for breach of contract to the District. Any such award would not necessarily be in an amount sufficient to pay the purchase price of the Series 2000 Certificates. THE BANK The followmg information has been furnished by the Bank. Such information has not been reviewed by the District, the Corporation or the Underwriter, and no representation as to the accuracy or completeness of such information is made by the District, the Corporation or the Underwriter. Background (TO COME] THE DISTRICT The Orange County Sanitation District is a public agency responsible for regional wastewater collection, treatment and disposal. The District is the third largest wastewater discharger west of the Mississippi River. The District provides services to approximately 2.4 million people in the northern and central portion of the County by treating 240 mgd per day of wastewater. The District serves approximately 92% of the County population in 470 square miles, or 59% of the County. The service area which comprises the District was originally formed in 1954 pursuant to the CoWlty Sanitation District Act, as amended, Section 4700 et seq. of the Health and Safety Code of the State. The service area of the District originally consisted of seven independent special dfatricts in the County which were responsible for matters relating to their individual districts. These special districts were jointly responsible for the treatment and disposal facilities which they each used. The seven independent districts were successors to the Joint Outfall Sewer Organization, which was formed in 1923 among the Cities of Anaheim, Santa Ana, Fullertoni and Orange, and the sanitary districts of Placentia, Buena Park, La Habra, and Garden Grove. The Joint Outfall Sewer Organization constructed a treatment plant and outfall in the early 1920's to serve its members. It was reorganized in 194 7 and J 948 i1Uo seven county sanitation districts -Districts Nos. I; 2> 3, 5, 6, 7 and l 1. These prior districts were formed based on engineers' analyses of the gravity flows in the service area. District No. 13 was formed in 1985 and District No. 14 was added in 1986. These districts were co-paiticipants in a Joint Agreement which provided for the joint construction, ownership, and operation of the prior districts' joint facilities. In April 1998, at the request of the District's Board of Directors, the Board of Supervisors of Orange County (the "Board") passed Resolution No. 98-140 approving the consolidation of the then existing nine special districts into a new. single sanitation district, to be known as the Orange County Sanitation District. This action was designed to simplify governance structures, reduce the size of the District's Board of Directors, ease administrative processes, streamline decision-making and consolidate accounting and auditing processes. The consolidation was effective on July I, 1998. Pursuant to the Resolution and Government Code Section 57500, the prior districts transferred and assigned a ll of their powers, rights, duties, obligations, functions and properties to the District. f n addition, the District assumed all obligations of the prior districts which were several and not joint. See ;,Financial Obligations -Existing Indebtedness" herein. The boundaries of the nine previous districts were initially used by the District to delineate separate Revenue Areas for budgeting and accounting 23 32SJv18 purposes and in order to facilitate the imposition of fees and charges imposed by the District See "District Revenues -Service Charges1' herein. The District is managed by an administrative organization composed of a Board of Directors appointed by twenty-five member cities and agendes which are serviced by the District. The District is responsible for construction and maintenance of a major portion of the wastewater collection, treatment and disposal facilities within its boundaries, [although the District may allocate costs of construction and maintenance to individual Revenue Areas based on gallons of sewage flow.] Revenue Area No. 7 is responsible fot approximately 200 miles of local sewers in its service area, whereas local sanitary districts, water districts and cities are responsible for local sewers in the remainder of the District's service area. Organization and Administration The District is independent of and overlaps other formal political jurisdictions. There are many governmental entities, including the Cou11ty, that operate within the District's jurisdiction. These entities are exclusively responsible for the administration of their own fiscal affairs, and the District is not entitled to operating surpluses of, or responsible for operating deficits of, any of the other entities. The twenty-five member Board of Directors is comprised of representatives from twenty-one cities, unincorporated areas of the County and three special districts, including mayors of cities, members of city councils, directors of independent special districts and one member from the Orange County Board of Supervisors. Several board committees, made up of members of the Board of Directors, consider topics for action by the Board and make recommendations to the Board. The Chair and the Vice Chair of the Board are elected every year by a majority of the Board, and serve at the pleasure of the majority of the Board. The District has a general manager, general counsel, administrative and operating staff, with offices located at Reclamation Plant No. 1 in Fountain Valley. The District currently employs an administrative and operating staff of 519 under the direction of the General Manager, Blake P. Anderson, P.E., who has served in that capacity since May 2000. Prior to that time, Mr. Anderson served as the Assistant General Manager for five years and also served as Director of Operations, Director of Technical Services and Director of Engineering during his tenure with the District since I 980. Gary G. Streed is the District's Director of Finance/Treasurer. Over the past several years, he has held various senior positions within the accounting department and served as Chief Administrative Assistant in the General Manager's office. In October 1989, Mr. Streed was appointed Director of Finance. He has been with the District since 1967. David A. Ludwin, P.E., is the District's Director of Engineering, and has been employed by the District since 1995. Robert P. Ghirelli. PhD., has served as Director of Technical Services for the District since 1998. Robert J. Ooten, P.E., serves as the Director of Operations and Maintenance and has served in that capacity for seventeen years. Patrick B. Miles is the District's Director of Information Technology and joined the District in 1998. Lisa M. Tomko is the District's Director of Human Resources and has been employed by tl1e District since 1996. Thomas L. Woodrnff, Esq., of Woodruff, Spradlin & Smart, is the District's General Counsel and has served in that capacity since 1975. Woodruff, Spradlin & Smart is located in Orange, California and provides legal services on a contractual basis. 24 3253vl8 Services The District owns and operates regional wastewater collection, treatment, and disposal facilities foi: the metropolltan area in the northern and central portion of the County. The District receives wastewater from the collection systems of the cities, sanitary districts and unincorporated areas of the County located within the District. See "The District-Service Areas11 herein. Generally, local agency systems collect wastewater from residential and industrial customers and convey the wastewater to District trunk sewer pipelines for conveyance to the District's treatment plants. The District has never experienced an interruption in its services. The District's staff are responsible for operating and maintaining the District's infrastructure, although some operations are provided by external contractors. Plant No. 2's cryogenic system is operated under a contract with Air Products and Chemicals, Tnc. which expires in 2004. All supplies, including chemicals which are essential to the operation and maintenance of the facilities of the District, are in plentiful supply at reasonable prices. In addition, the District has sufficient standby systems in the event of equipment failures or system outages. Service Area The map on the inside cover page of this Official Statement shows the District's boundaries, Revenue Areas and the selected cities located within the District. District boundaries were cniginally established in 1947 and 1948 based on drainage basins. As the existing cities have grown and new areas have incorporated, city limits have come to overlap District boundaries. The District currently serves an approximately 471 square-mile area including 23 of the County's 33 cities and unincorporated areas of the County. The District serves a population of approximately 2.4 million residents and owns sanitary sewerage facilities with a replacement value of approximately $1.3 bill ion. The following table sets forth the estimated populations of cities and unincorporated areas served by the District as of January l, 1999 [UPDATE?]. 25 3253vl8 Employees Estimated Populations of Cities and Unincorporated Areas Served by the Orange County Sanitation District as of January 1, 1999 City Poeulation Anaheim 306,300 Brea 36,400 Bu ena Park 75,900 Costa Mesa 105,600 Cypress 48,500 Fountain Valley 56,400 Fullerton 126,800 Garden Grove 156,500 Huntington Beach 196,700 lrvine 136,600 La Habra 55,800 La Palma 16,400 Los Alam itos 12,050 Newport Beach 74,000 Orange 127,600 Placentia 49,150 Santa Ana 315,000 Seal Beach 27,200 Stanton 33,850 Tustin 66,800 Villa Park 6,625 Westminister 86,200 Yorba Linda 61,800 Cities Subtotal 2, 178, 175 Unincorporated Area 208.:!00 Total 2,386,375 A 1996 study requested by the District by outside consultants determined that District staffing levels were highet than those found in other private-sector wastewater treatment facilities of comparable size and concluded that efforts were needed to improve workforce flexibility through training and the use of technology. During Fiscal Year 1996-97, a District Assessment and Reinvention Team ("DART") was formed with the goals of reducing costs, improving quality of employee work life and utilizing the best available technology to increase operating efficiency and productivity. As a result of an enhanced training program and the implementation of workforce flexibility, the District has reduced ~t.affing levels, primarily through attrition, from 616 fu ll-time equivalent ("FTE") positions in Fiscal Year 1996-97 to a projected 508 FTE positions in Fiscal Year 2001-02, a 17.5% reduction. As of January 31, 2000, the District had a FTE staff of 497, and 507 actual number of employees. Certain employees in the District are represented by recognized employee organizations, which include the following: the Orange County Employee Association ("OCEA"), the International Union of 26 3253vl8 Operating Engineers -Local 501 ("Local 501 1') and the Supervisory Professional Management Team ("SPMT"). As of March 27, 2000, 102 employees of the District were members of OCEA, 180 were members of Local 501 and 164 were members of SPMT. The OCEA has represented various bargaining units since 1979 and a three-year contract is currently in force which was effective in December 1999 and exp.ires in November 2002. Local 501 has represented the operations and maintenance bargaining unit since October 1985 and is currently negotiating with the District to renew its contract for a five-year term. The District has a one-year agreement with the SPMT which expires in June 2000. For a description of the Orange County Employee's Retirement System, in which the District participates, and the District's deferred compensation plan, see Note 7 to the Audited Combined Financial Statements of the Orange County Sanitation District for Fiscal Years Ending June 30, 1999 and 1998, set forth in Appendix A. The District has no significant or unusual liabilities and costs associated with other employee benefits, such as vacation, sick leave and other post-employment benefit liabilities. Insurance The District has in force basic all risk property and casualty insurance, including theft, flood, boiler, machinery and earthquake losses to the Wastewater System and in addition maintains business interruption insurance for $100,000,000. The District is self-insured for portions of workers' compensation, property damage and general liability. The self-insured portion for property damage covering fire, :flood and other disasters is $25,000 per occurrence with outside excess insurance coverage to $300 million for fire, flood and other disasters. The self-insured portion for property damage covering earthquakes is $100,000 or 5% per unit of insurance, whichever is greater, with outside insurance coverage to $65 million. The District also maintains outside comprehensive boiler and machinery insurance with a $100 million per occurrence combined limit with deductibles ranging from $25,000 to $100,000. The self~insured portion of workers' compensation is $250,000 per person per occurrence with outside excess insurance coverage to the statutory limit. The District is substantially self-insured for general liability coverage. Dw·ing the past three years there have been no settlements in excess of covered amounts. District management believes that there are no unrecorded claims that would materially affect the financial position of the District. For more information regarding the District's insurance coverage, see Note 1 to the Audited Combined Financial Statements of the Orange County Sanitation District for Fiscal Years ending June 30, 1999 and 1998 set forth in Append'ix A. Existing FacHities The District's Wastewater System presently consists of two wastewater treatment plants, an influent metering and diversion structure, twenty-two pump stations, various interplant pipelines and connections, and the ocean outfall facilities. The District's Wastewater System includes approximately 450 miles of sewers within 12 trunk sewer systems, 200 miles of local sewers in Revenue Area No. 7, two treatment plants, two discharge outfalls and two emergency weir outlets. The existing treatment plants have a rated primary treatment capacity of 276 million gallons per day, including standby capacity. Treatment Plant No. I ("Plant No. I") is located in the City of Fountain Valley, about four miles from the coast, adjacent to the Santa Ana River. Secondary treatment capabilities are provided by a trickling filter plant and a conventional air activated sludge plant. Up to 15 million gallons per day ("mgd") of secondary treated effluent is conveyed to an Orange County Water District (the "OCWD'') plant for tertiary treatment prior to ground water recharge. 27 3253v18 Treatment Plant No. 2 ("Plant No. 2") is located in the City of Huntington Beach, 1 ,500 feet from the ocean, at the mouth of the Santa Ana River. Secondary treatment capabilities are provided by a pure oxygen activated sludge plant. The District employs several phases in the treatment of wastewater. The first phase, preliminary treatment, removes debris such as eggshells, sand and bio-degradable items. Following extraction, these materials are sent to a solid-waste landfill. In the next phase, primary treatment, wastewater is pumped to large settling basins. The liquids are separated from the remaining solids which settle or float as the wastewater passes through large settling basins called clarifiers. The settled solids are sent to solids treatment facilities. Approximately half of the primary treated wastewater flows into the ocean outfall pumping station where it is blended with secondary treated wastewater before being discharged into the ocean. The other half is sent to secondary treatment for further processing. During secondary treatment, the wastewater is placed in aeration basins to which naturally occurring bacteria are added to remove most of the remaining dissolved and suspended microscopic organic solids. The treated wastewater from both plants is mixed together at Plant No_ 2, where it is then pumped through the ocean outfall pipe that extends five miles offshore. The following table sets forth the treatment plants' current and future treatment capacities. PlantNo. I Plant No. 2 Aggregate Treatment Plant Facilities Wastewater System Treatment Capacities (MGD) l 999 Existing Primary Existing Secondary Planned Actual Flows Treatment Capacity Treatment Capacity Total Capacity <11 89 108 80 208 152 168 90 144 241 276 170 352 (1) The District's "Planned Total Capacity" is based on the Strategic Plan, which estimated the District's requirements to meet future expected primary and secondary capacity demands. The District has the capability to divert a portion of the influent flow from Plant No. l to Plant No. 2 through interplant connections. A portion of the flow destined for Plant No. 2 can also be diverted to Plant No. 1. The treated wastewater from Plant No. 1 flows by gravity to the outfall system through interconnecting lines. The combined Plant No. l and Plant No. 2 effluent is then pumped through a 120- inch diameter ocean outfall which is approximately five miles long. The last mile of the outfall pipe is a diffuser that dilutes the wastewater with seawater in a ratio of 148 parts seawater to one part treated wastewater at an average depth of l 85 feet. The 120-incb outfall has a capacity of 480 million gallons per day at high tide. A smaller 78-inch diameter outfall that terminates at a shallower depth is still maintained, although it is reserved for use in emergencies. This smaller outfall is estimated to have a capacity of approximately 230 million gallons a day. There is an interplant gas pipeline between Plant No. 1 and Plant No. 2 which allows digester gas (which is used as fuel for many of the facilities' engines) from one plant to be used at the other to baJance the supply and demand, which results in efficient gas uti1ization. 28 3253vl8 Permits, Licenses and Other Regulations The Wastewater System is subject to regulations imposed by the 1972 Clean Water Act, Publjc Law 92-500 (the "Clean Water Act"), the California Environmental Quality Act of 1970, as amended (''CEQA") and the Federal Clean Air Act. The regulatory requirements are administered by the United States Environmental Protection Agency (the "EPA") and the California Regional Water Quality Control Board ("RWQCB"). Regulations of these agencies deal primarily with the quality of effluent which may be discharged from the treatment plants and the nature of waste material discharged into the collection system. The District currently has all applicable permits and licenses necessary to operate its facilities. The Clean Water Act directed the EPA to monitor and to regulate the discharge .of pollution into navigable water ways and to enforce the requirements that all wastewater treatment plants in the nation provide fu ll secondary treatment for sewage. In J 977, CongJess amended the Clean Water Act to allow waivers of secondary treatment standards for certain ocean dischargers if they can demonstrate, to the satisfaction of the EPA, that significant adverse environmental impacts would not occur. The District currently operates under the tem1s and conditions of a modified National Pollution Discharge Elimination System ("NPDES") permit, pursuant to Section 30 l(h) of the Clean Water Act and issued jointly by the RWQCB and the EPA. The permit was initially issued in 1985 and was the first modified Section 30l(h) permit issued to a major wastewater treatment facility. The permit allows deep ocean discharge of a treated effluent blend resulting from advanced primary and secondary treatment and is awarded only when a district or agency is able to show there has been no degradation of the ocean environment from its discharge. Jn addition, a final EJR must be approved by the EPA and the RWQCB before a Section 301(h) permit will be issued_ The District's current permit, which includes the Section 301(h) waiver of secondary treatment requirements, was issued on May 6, 1998, expires on June 6, 2003 and is renewable every five years. All conditions imposed by the permit are being successfully met. There is no guarantee that the modified Section 30l(h) permit will be renewed in the future or that Congress will not revoke the amendment which allows waivers of full secondary treatment of wastewater. The additional costs resulting from an unmodified Sec6on 30 l(h) permit would have a substantial impact on future capital plans of the District because such an unmodified permit would require J 00% secondary treatment of wastewater. If renewal of the secondary treatment waiver is disallowed in the future, the District projects that through 2020, $400 million in capital facilities costs would be required to add additional secondary treatment capacity to the Wastewater System, and operating costs would be increased by $11 million annually. 1n October l 999, in compliance with CEQA, the Board approved the Strategic Plan (described below) which incorporates the District's Final Program Environmental Impact Report (the "EIR''). The Board approved a treatment plan for the collection system which allows a di scharge of a blend of primary and secondary effluent to meet the requirements as established in the District's current NPDES permit (the "Ocean Plan"). Tbe South Coast Air Quality Management District ("AQMD'') is the regional governmental agency charged with implementing the Federal Clean Air Act. AQMD permits are required before a sewage treatment improvement project can be constructed. Such permits are project specific and contain construction process requirements, required equipment and standards for predicted air quality. After construction is completed, the AQMD issues an operation permit These permits are also project specific and contain air quality standards and other appropriate operational guidelines. Most of the District's facilities are enclosed in order to trap emissions, which are cleaned by air scrubbers that remove odors. In addition, the District has implemented an air quality risk reduction program which includes a twenty-year 29 32.S3v l8 plan to improve treatment plant operations and reduce industrial toxic pollutants. The District currently has all necessary AQMD permits to operate the Wastewater System. For a two-month period during the summer of 1999, eight miles of beaches in Huntington Beach were closed by the Orange County Health Care Agency (''OCHCA") due to excessive levels of bacteria in the water. A three-month interagency source investigation did not identify a definitive source of the contamination, but determined that the District was not at fault. Although the initial "signature" of the pollution strongly suggested sewage contamination, the District's review concluded that none of its facilities caused the excessive bacteria levels and that there was no adverse impact on the capacity of the Wastewater System. Other agencies are continuing to investigate the soutce of the contamination through ongoing studies on the local watershed. Capital Improvement Program The Strategic Plan. The District's 1989 master plan consisted of a 30-year plan of action for managing wastewater activities to the year 2020, entitled "2020 Vision, Action Plan for Wastewater Management and Environmental Protection 1990-2020" (the "Master Plan"). The Master Plan integrated research facilities planning, environmental analysis, toxic control, water conservation and reclamation, sludge reuse, other wastewater programs and financial planning into a single unified approach. ln connection with the preparation of the Master Plan, an in-depth land use study was performed, resulting in the creation of a uniform land use classification system and a map of the service area of the District. This land use study included the collection and compilation of the latest available land use plans, reports, maps and studies from the cities within the District and the County, and interviews with the planning directors or key staff within the District. Land use planning within the District's service area is the responsibility of the County for unincorporated areas and cities for areas within their boundaries. The District has recently updated the Master Plan with a strategic plan (the "Strategic Plan") which extends the planning process to the year 2020. The Strategic Plan revises many of the assumptions used to develop the Master Plan including population and land-use projections, the level of building activity in the service area and the volume of wastewater treated. Land use designations and unit flow factors were used to project wastewater flows in the District's trunk sewers for present conditions, through the year 2020 and at ulti.mate build-out of the service area. These flows were included in a computer model of the District's Wastewater System wh ich identified future sewer capacity improvements. A twenty-year collection system Capital Improvement Program ("CIP") was developed to implement the required sewer capacity improvements. The District evaluated four wastewater treatment scenarios for inclusion in the Strategic Plan before deciding on a preferred alternative. All of the alternatives considered would, at a minimum, meet standards set by the Ocean Plan and the District's 1998 ocean discharge permit. Ful I secondary and partial secondary treatment scenarios were considered, with and without operation of the Groundwater Replenishment System (the "GWRS''). See ''The Groundwater Replenishment System" below. Diversion of the District's secondary effluent to the GWRS was a prominent consideration in the treatment scenarios. ln addition, the Strategic Plan considered potential changes in the reg1,1latory climate for tbe beneficial reuse of biosolids. The District determined that a comprehensive review of other options to reduce or manage flows should be considered because the construction of a second ocean outfall would involve significant environmental, technical and financial considerations_ The District adopted the Preferred Alternative scenario (the "Preferred Alternative") which continues partial secondary treatment to meet the requirements of the District's 1998 ocean discharge permit and provides for implementation of the GWRS. 30 3253vl8 The Strategic Plan includes the followi ng elements: Pbase l Phase n Phase fil Phase I focuses on the collection and disposal facilities, including: investigation and repair of the District's 120-inch primary outfall ("Outfall No. 2°), management of peak hydraulic discharge through the year 2020 and through "ultimate," planning for the design and construction of the District's collection and disposal facilities and determination of equitable financial charges and fee schedules for the District. Phase II focuses on the treatment facilities, including planning for the design, construction and operation of the District's wastewater treatment facilities and the reuse of wastewater and biosolids, i11cluding addressing of regulatory concerns and requirements. Phase Ill involves the completion of the environmental studies required by CEQA with specific emphasis on the near-term planning horizon of five to ten years from the Strategic Plan date of adoption. Studies on a preferred level of wastewater treatment and in-sourcing of the ocean monitoring program have been prepared and incorporated in the Strategic Plan. Water and air regulatory agencies require that all wastewater facilities be designed to meet the needs of anticipated growth and provide a reasonable reserve capacity. The District's strategic planning process has met these requirements by shifting its approach for the development of master plans from a "size and build" approach to a broad- based, multi-agency cooperative evaluation process. The District's planning process incorporated an analysis of population growth, dry weather and peak wet weather flows and the maximum use of existing facilities. The population of the Distric,1's service area is projected to grow to 2.6 million by the year 2020. Average flow rates at both treatment plants are projected to increase to 352 million gallons a day by 2020 (208 million gallons a day of treatment at Plant No. I and 144 million gallons a day at Plant No. 2), up 48% from the J 990 flow. Tl1e District expects to meet future demands on the Wastewater System through the CIP. This program has been developed to satisfy anticipated regulatory requirements. increased population, additional treatment requirements, conservation, energy and other resource savings considerations, odor control improvements, and air quality protection needs. There are currently 34 projects in the planning phase, 77 projects in the design phase and 45 projects in the construction phase. The following table sets forth the major CIP project expenditures through 2020 with and without the District's participation in the GWRS: 3253v18 Estimated Capital Costs Through 2020 ($Millions) <n 31 Projecl New Collection System Rehabilitation-Existing Facilities Water Conservation and Long-Term Reduction ProjectsC2> Miscellaneous Support Facilities New Treatment Phase I Only GWRS Total Capital Cost Outfall Cost<3> Total Capital Cost with Outfall ( 1) All costs are estimated as of 1998 and are derived from the Strategic Plan. Cost With GWRS $ 180 670 150 14 380 120 1500 $1500 Cost Without GWRS $ 180 670 150 14 360 1400 150 $1600 (2) Cooperative programs budget includin~ manhole plugging, toilet retrofit contribution and local sewer repairs. (3) Cost of new 120-ioch outfall. Not included with GWRS, which provides 100 mgd, For further information concerning the District's CIP, see the Strategic Plan which is available for review and inspection at the offices of the District. The following table lists th e various recommendations of the Strategic Plan regarding CIP projects for the District's Fiscal Year 1999-00 budget, for the following ten Fiscal Years and five-year summaries of Fiscal Years 2011-2016 and Fiscal Years 2016-2020. 32 3253v18 INSERT CHART HERE 33 3253vl8 The Groundwater Replenishment System. The District has taken a multi-jurisdictional approach to planning for capital facilit ies because many of the methods for reducing or managing flows involve other jurisdictions. One such project is the GWRS. The District and the OCWD are currently evaluating this joint project that may become the largest reclamation project in the nation. If completed as planned, the GWRS would initially reclaim approximately 96 mgd per day during Phase I (2001-02) of the project, 155 mgd per day during Phase CI (2009-10) and 155 mgd per day dllring Phase III (2018-20) of secondary treated effluent received from the District. The District bas proposed matching OCWD funding for this project and has budgeted $122 million over a six-year period. The GWRS would delay the need to modify the existing ocean outfall or to build a second outfall at a potential cost of $150 million. Integrated Emergency Response Program. Growing awareness of the threat to public utilities from natural disasters such as earthquakes, floods and other perils has made preparedness for these and other events a high priority fo r the planners, engineers, and managers of the District. ln recognition of the potential damage which could occur in the wake of a major earthquake, flood, or other disaster, the District has implemented an Integrated Emergency Response Program (the "IERP"). The CERP is a two- volume plan which contains policies, plans and procedures preparing for, and responding to, emergencies. The District also has analyzed disastet preparedness issues and policies within the Strategic Plan. Earthquakes are considered to be the most potentially devastating natural disaster events which confront the District. The disaster preparedness plan included in the Strategic Plan reviews two possible major earthquake scenarios: an 8.3 Richter magnitude ("M'') earthquake on the southern San Andreas fault system and an M 7.0 earthquake on the Newport-Inglewood fault zone, which includes Plant No. 2. An M 8.3 earthquake on the southern San Andreas fault, while on the whole more destructive than the M 7.0 Newport-Inglewood fault event, would probably result in less damage in the District's service area due to the distance of the fault from most of the service area. However, damage from such a major earthquake on the San Andreas fault would be extensive. Also, the plan indicates that an M 7.0 earthquake on the Newport-Inglewood fault within five miles of the District's sewerage facilities couJd cause major destruction to those facilities. The disaster preparedness plan in the Strategic Plan indicates that it would not be economically feasible to upgrade all of the existing sanitary sewerage facilities to survive an earthquake of this magnitude along the Newport-Inglewood fault. The IERP outlines the policies and employee actions to be taken before, during and after an earthquake. earthquake response guidelines and damage assessment procedures. The Strategfo Plan analyzes the vulnerability of the sanitary sewerage facilities and operations of the District and plans a risk reduction program wherein the vulnerabili ty of many of the District's sanitary sewerage facilities to an earthquake can be reduced by recommended retrofit construction measures. The Strategic Plan also recommends that designs of existing major structllres which were constructed prior to development of current seismic design standards be reviewed and the structures strengthened, if necessary. Pursuant to the Strategic Plan, all recent and future projects have been, and will be, designed to the same high earthquake construction code standards as set for other essential services, such as hospitals and fire stations. The Army Corps of Engineers' "All-River Plan" has mitigated any future flooding of the Santa Ana River system and potential threats to the District's Wastewater System. Also, both Plant No. I and Plant No. 2 are surrounded by 3-foot to 6-foot high walls, built to federal standards. 34 3253v18 The disaster preparedness plan in the Strategic Plan investigates the damage potential posed by coastal flooding, tsunamis (large ocean waves generated by seismic activity) and windstorms. However, based on availab le informat1on, the District does not consider any of such events to be a significant threat to the District's Wastewater System. The Strategic Plan also makes recommendations regarding fire protection of the Wastewater System and most of the structures at Plant No. 1 and Plant No. 2 are constructed of fire-resistaht materials. The TERP describes the procedures needed to respond to a possible disaster. For more information regarding emergency response policies, the disaster preparedness plan described in the Strategic Plan and the 1ERP can be reviewed at the District's office. DISTRICT REVENUES User Fees General. The District has the power to establish user fees and charges for services of the Wastewater System. Such fees and charges are established by the District's board of directors and are not subject to review or approval by any other agencies. In Fiscal Year 1997-98, a Rate Advisory Committee (the nRAC11) was established comprised of representatives from industrial, commercial and residential users. The goal of the RAC was to examine the then current rate structure and, if needed, develop recommendations for change. The RAC analyzed the District's rate structure to determine whether its then current sewer service user fees (the "User Fees") were equitable aJnong residences and industry. This review resulted in a proposal to expand the number of non-resjdential user categories from one to twenty-three and to provide for gradual rate increases in seven of the nine Revenue Areas. The increase in the number of categories provided a more equitable fee structure and also provided for future reductions in single-family residential User Fees. The User Fees for those categories were based on the average flow and strength of wastewater discharged for each property type. This rate structure was "revenue neutral,'' so that the total User Fees for each Revenue Area remained approximately the same. The Board approved the RAC rate structure recommendations which provided gradual increases, beginning in Fiscal Year 1997-98, over the succeeding five years for seven of the District's nine Revenue Areas. On May 24, 2000, the District adopted Ordinance No. OCS0-13 (the "2000 Ordina11ce") which revises the rate structure adopted by the Board in 1997 for residential users and certain industrial users effective July I, 2000. The 2000 Ordinance reaffirmed the basis for the establishment of the prior rates for the 1999-00 fiscal year and that these rates do not exceed the actual cost to the District to provide its services. The 2000 Ordinance does not replace the rate structure adopted by the Board in l997, but sets aside the higher rates until the District determines that they are necessary and appropriate. The District collects User Fees from property owners through the semi-annual property tax bill distributed by the County in all Revenue Areas, except Revenue Area No. 14. Pursuant to the IRWD Agreement, the District receives payments from the Irvin e Ranch Water District (the "IRWD") which directly collects fees from customers through a monthly billing procedure in Revenue Area No. 14. The District has covehanted in the Installment Purchase Agreement to fix, prescribe and collect fees and charges to satisfy certain coverage requirements as further described under "Security and Sources of Payment for the Series 2000 Certificates -Rate Covenant" herein. 35 3253vl8 Residential User Fees. Pursuant to the 2000 Ordinance, residential User Fees for all Revenue Areas, except Revenue Area No. 14, for Fiscal Years 2000-01 and 2001-02, will be lower than the rate structure adopted by the Board in 1997. Revenue Area No. 14 is funded through fees paid directly to the District by the IRWD pursuant to the IRWD Agreement and its fees were not affected by the 2000 Ordinance. The lower User Fees for Fiscal Year 2000-01 were based on the single-family residential rate of $78 per year which was the rate previously adopted by the Board in 1997 for Revenue Area No. 3. User Fees in Revenue Area No. 7 will remain at $73 per year for Fiscal Year 2000-01. Beginning in Fiscal Year 2001-02, User Fees for all Revenue Areas except Revenue Area No. 14 will be $80 per year. In furtherance of the District's future plans to consolidate all Revenue Areas and all User Fees to a uniform amount, the District determined that it would use reserve funds to meet necessary operational expenses to allow for the setting oflower rates for Fiscal Years 2000-0 l and 2001-02. The table below sets forth the five-year User Fee rate schedule for single-family residences by Revenue Area. Annual User Fees Single Family Residence Rate Five Year Rate Schedule Fiscal Years 1997-98 through 2001-02 Revenue Areas<1> 1997-98 1998-99 1999-00 2000-01 2001-02 l $ 91.36 $96.41 $110.04 $78.00 $80.00 2 73.00 74.00 76.00 78.00 80.00 3 75.00 75.50 76.00 78.00 80.00 s 96.15 84.50 87.50 78.00 80.00 6 78.00 79.00 80.00 78.00 80.00 7 55.00 60.00 66.00 73.00 80.00 11 70.00 80.00 90.00 78.00 80.00 13 100.00 100.00 100.00 78.00 80.00 (I) The average total of fees and charges for Revenue Area No. 14 are $70.80 µer year per single-family residential unit and are levied and collected directly by the lRWD on a monthly basis. The lRWD subsequently pays fees to the District on a quarterly basis pursuant to the IR WD Agreement. Source: Orange County Sanitation District. The table below sets forth Fiscal Year 1998-1999 total average yearly User Fees for single-family residences within the District, together with local agency fees and pwperty tax charges and comparable User Fees, local agency fees and property taxes charged to single-family residences within the jurisdictions of certain other cities and districts within the State. 36 3253vl8 Comparison of Total Sewer Service Charges for Single-Family Residences Annual Level Sizell! Sewer Service of Treatment(o/ot' Collection Entity (mgd) Charge I 2 3 Reseonsibilit~ East Bay MUD 80 m $313 100 No San Francisco 80 275 100 Yes San Diego 180 268 40 50 10 Yes San Jose 120 228 100 Yes Walnut Creek 35 227 100 Yes Sacramento 143 208 100 No Los Angeles (City) 350 166 90 10 Yes Orange County Sanitation District<•1 240 136 50 50 No Los Angeles (County) 475 110 40 50 10 No ( 1) Total includes user fees (treatment/disposal), local agency charges and property taxes. (2) Average amount of wastewater treated daily. (3) Primary, secondary and tertiary levels of treatment are represented. (4) Orange County Sanitation District User Fee adjusted to current average. Source: Orange County Sanitation District Rate Advisory Committee for 1997-98. Property Tax Income Yes No No No Yes Yes No Yes Yes Industrial User Fees. The District charges industrial User Fees to customers discharging high- strength or high-volume wastes into the sewer systems. Customers subject to industrial User Fees are billed directly by the District. The fee charged to each customer is based on the customer's sewage volume, the concentration of suspended solids, biochemical oxygen demand. Pursuant to the 2000 Ordinance, rates for each component factor were revised for certain industrial users in order to be consistent with the rates charged to residential users. Total industrial User Fees in Fiscal Year 1998-99 were approximately $5.8 million. Industrial User Fees are applied to both the operating aod capital funds. Additional Revenues The District has several sources of additional revenue, including property taxes, capital facilities capacity charges, capacity rights, permit and inspection fees and interest earnings. Property T@es. The District receives approximately three percent of the one-percent County ad valorem property tax levy, based on the allocation procedure under State law. County property tax revenue allocated to the District varied during Fiscal Year 1996-97 through Fiscal Year 1998-99. Property tax revenues in Fiscal Year 1996-97 were $28.2 million, $31.3 in Fiscal Year 1997-98 and $32.8 in Fiscal Year 1998-99. Current projections indicate that property tax revenues received by the District wi ll increase by approximately 2% per year. The apportionment of the ad valorem tax is pursuant to a revenue program adopted by the District in April 1979 to comply with the EPA, the RWQCB, legal and contractual requirements and Board policy. All Revenue Areas except Revenue AY'ea Nos. 13 and 14 receive a share of the District's portion of the property tax levy. 37 3253vl8 Capital Facilities Capacity Charges. Capital facilities connection charges are one-time fees with two components, paid at the time property is developed and connected to the Wastewater System. The fees are imposed by the District pursuant to Section 5471 of the California Health and Safety Code and are levied to pay a portion of the District's capital costs and for access to capacity in the Wastewater System. Currently, the District has capital facilities capacity charges of $1 ,820 per residential unit (three- bedroom); [however, under the curtent industrial use ordinance, additional capital facilities capacity charges can be imposed on industrial users who place larger than average demand on the Wastewater System.] Member cities and sanitary districts charge capital facilities capacity charges for the District when building permits are issued. Capital facilities capacity charges are reviewed annually to reflect the changes in the value of the Wastewater System to which a new customer is connecting. On December 15, 1999, the Board approved District Ordinance No. OCSD 99-11 (the "1999 Ordinance") which established a comprehensive capital faci lities capacity charge. The 1999 Ordinance, effective as of January 1 , 2000, renamed connection fees as capital facilities capacity charges and provided a more equitable schedule of fees among industrial, commercial and residential users. Pursuant to the 2000 Ordinance, capital facilities capacity charges were revised for high demand industrial users in five incremental increases from 1999-2001. Pursuant to an agreement with the (RWD, the IRWD is not required to pay capital facilities capacity charges related to development in the Downcoast Area (as defined in the agreement dated March 9, 1988, by and between the District and the lRWD, the "Downcoast Agreement") and in exchange, the IRWD provides funding to Revenue Area No. 5 for the construction costs of certain wastewater collection, transmission, treatment and disposal facilities to the used by the IRWD. Sale of Capacity. The District has entered into agreements with the Santa Ana Watershed Project Authority ("SA WPA") whereby wastewater from Opper Santa Ana Ri ver Basin dischargers can be transported through the District's Santa Ana River Interceptor to the District's treatment facilities. This program was developed in the early l 970's. The agreements establish control mechanisms regarding the quality of wastes deposited into the Wastewater System. At the present time, SA WPA has purchased and paid for 30 million gallons a day of capacity rights in the District's Santa Ana River Interceptor and 8 million gallons a day of capacity in the District's treatment plants. Additional treatment plant capacity can be purchased in increments at the District's current replacement cost. SA WPA also makes an annual capital rep lacement payment equal to 3% of the accumulated total value of its capacity rights. The Santa Ana River Interceptor Line ("SARI") was built in the Chino Basin Preserve Area in order to remove dairy farm wastes and accommodate future urban development Salts in the washwater generated from the cleaning of cows and milking equipment were leaching into the groundwater in the Chino Basin and the SARI was built to divert the washwater from this area. However, due to the nature of the Chino Basin Preserve, the development of any infrastructure in the area to accommodate the SARI was limited. The current SARI multi-phase project is designed to connect several dairies to the SARI. Future expansions of this project could include connecting other dairies and other wastestreams with the SARJ line. In addition, removing the washwater from the Chino Basin is critical to the success of the GWRS because allowing water from GWRS to percolate in the groundwater with washwater would undermine the credibility and effectiveness of the GWRS project. See "The District -Capital Improvement Program" herein. Orange Cow1ty Bankruptcy Settlement. As of February 24, 2000, the District has received approximately $65 million in settlement revenues from the Orange County bankruptcy litigation fund due to the settlement of claims arising from the 1994 Orange County bankruptcy. Settlement recoveries and 38 3253v18 repayments by the County have resulted in the District recovering 94% of the amount it had on deposit with the Orange County Investment Pool at the time of the Orange County bankruptcy. No additional revenues are expected from this settlement. Wastewater Treatment History The average yearly influent flow to the District has remained relatively stable for the preceding five years. The wastewater flow for Fiscal Year 1994-95 was 243 mgd and for Fiscal Year 1998-99 was 241 mgd. The peak for the last five years was 254 mgd in FiscaJ Year 1997-98. Customers The historical number of customers served by the District for the Fiscal Years 1994-95 through 1998-99 and the projected number of customers served by the District for the Fiscal Years 1999-00 through 2003-04, identified in Equivalent Dwelling Units ("EDUs"), are'Set forth in the table below. Fiscal Year 1994-95 1995-96 J 996-97(') 1997-9811> 1998-99 Historical and Projected Equivalent Dwelling Units Fiscal Years 1994-95 through 2003-04 Number ofEDUs Fiscal Year 861,761 1999-00 858,076 2000-01 849,576 2001-02 814,001 2002-03 851, 770 2003-04 Projected ED Us 854,620 857,470 860,320 863,170 866,020 Source: Orange County Sanitation District. (I) [EDUs for Fiscal Years 1996-97 and 1997-98 were reduced because certain commercial users were entitled to refunds of portions of their User Fees based on their documentation that their actual usage was less than what was calculated using the District's square footage formulas. The establishment of more equitable rates pursuant to the RAC since Fiscal Year 1997-98 have limited the number and dollar amount of future rebates to commercial users.) The following table shows the number of residential and commercial customers and industrial customers and the approximate percentages of User Fee revenues derived from the combihed residential and commercial use and industrial use for the last five fiscal years. Fiscal Year 1994-95 1995-96 1996-97 3253vl8 Number of Accounts and Revenues by Customer Class for the Fiscal Years Ending June 30 Residential/Commercial Number of Equivalent Percentage of Number of Single-Family User Fee Customer Dwellings Revenues Accounts 861,761 91.8% 945 858,076 88.3 935 849,576 89.8 892 39 Industrial Percentage of User Fee Total Revenues Revenue 8.2 $6,009,756 1 l.7 6,974,638 10.2 6,605,147 1997-98 1998-99 814,001 851 ,770 91.6 92.2 869 678<1> 8.4 7.8 <1> (Certain industrial users were placed on the tax bill beginning in Fiscal Year 1998-99.] Source: Orange County Sanitation District. 6,015,150 5,658,135 The ten largest industrial customers of the District for the Fiscal Year ended June 30, 1999 are shown in the table below. These industrial customers paid a total of $2, I 70,517 for services of the District, or approximately 41 % of the District's $5,303,855 total revenues received from industrial customers, and approximately 3 .14% of the District's total User Fee revenues of $66,923 ,35 8. Largest Customers of the District for the Fiscal Year Ended June 30, 1999 User Kimberly Clark Adohrfarms MCPFoods Favorite Foods Disneyland AERA Energy Rockwell Sundor Brands Knotts Berry Farm Foods Dean Foods TOTAL Source: Orange County Sanitation District Assessed Valuation Service Charges $ 518,458 358,870 291,377 208,902 193,851 144,871 134,148 110,1 08 109,216 100,716 $2,170,517 Percentage of Total User Fee Revenues 0.75% 0.52 0.42 0.30 0.28 0.21 0.1 9 0. 16 0.16 0.15 3.14% The assessed valuation of property in the County is established by the County Assessor, except for public utility property which is assessed by the State Board of Equalization. Due to changes in assessment required under State Constitution Article XIIIA, the County assessment roll no longer purports to be proportional to market value. See "Limitations on Taxes and Revenues" herein. Generally, property can be reappraised to market value only upon a change in ownership or completion of new construction. The assessed value of property that has not incurred a change of ownership or new construction must be adjusted annually to reflect inflation at a rate not to exceed 2% per year based on the State consumer price index. ln the event of declining property value caused by substantial damage, destruction, economic or other factors, the assessed value must be reduced temporarily to reflect market value. For the definition of full cash value and more information on property tax limitations and adjustments, see "Limitations on Taxes and Revenues" herein. The County Assessor detennines and enrolls a value for each parcel of taxable real property in the County every year. The value review may result in a reduction in value. Taxpayers in the County also may appeal the determination of the County Assessor with respect to the assessed value of their property. In 1999, approximately 6,326 assessment appeals were filed in the County. 40 1253vl8 As of February 2000, the balance of pending applications was 7,438. This included current and prior years' filings. Determinations of value are made by a three-member Assessment Appeals Board or a Hearing Officer. Waivers extending the statutory two-year processing deadline are obtained from the County for applications approaching this time limit. The table below shows a five-year history of assessed valuations in the District since Fiscal Year J 994-95. Over the years shown, assessed valuations in the District have increased at an average rate of 2.17% pediscal year. Assessed Valuations of Property in the District Fiscal Years 1994-95through1998-99 (Secured Roll) Fiscal Year 1994-95 1995~96 1996-97 1997-98 1998-99 ($Billions) Value $131.3 129.9 129.6 128.4 134.7 Source: County of Orange Auditor-Controller. Tax Levies and Delinqu~ncies Property taxes are based on assessed valuation which is determined as described under "District Revenues -Assessed Valuation" herein. Jn accordance with the California Revenue and Taxation Code, the County tax collector collects secured tax levies for each Fiscal Year. P roperty taxes bl) the secured roll are due in two installments, on November 1 and February 1. If unpaid, such taxes become delinquent after December 10 and April J 0, respectively, and a ten percent penalty attaches to any delinquent payment. In addition, property on the secured roll with respect to which taxes are delinquent is declared tax-defaulted on or about June 30. Such property may thereafter be redeemed by payment of the delinquent taxes and the delinquency penalty, plus costs and redemption penalty of one and one-half percent per month to the time of redemption. If taxes are unpaid for a period of five years or more, the tax-defaulted property is subject to sale by the County Treasurer-Tax Collector. Property taxes on the unsecured roll are due as of the January 1 lien date and become delinquent, if unpaid, on August 3 1. A ten percent penalty attaches to delinquent taxes on prope1ty on the unsecured roll and an additional penalty of one and one-half percent per month begins to accrue on November 1. The taxing authority has four ways of collecting unsecured personal prope1ty taxes: (1) a civil action against the taxpayer; (2) filing a certificate in the office of the County Clerk specifying certain facts in order to obtain a judgment lien on certain property of the taxpayer; (3) filing a certificate of delinquency for recordation in the County Recorder's office in order to obtain a lien on certain 'property of the taxpayer; and (4) seizure and sale of personal property, improvements or possessory interests belonging or assessed to the taxpayer. The table below shows a five-year history of the District's total ad valorem property tax levies, and the percent of delinquencies. 41 3253vl8 Fiscal Year 1994-95 1995-96 1996-97 1997-98 1998-99 Total Property Tax Levies and Delinquencies in the District for Fiscal Years 1994-95 through 1998-99 Total Tax alid User Fee Levy $91,562,000 91,844,000 89,794,000 90,953,000 98,557,000 Total Tax and User Fee Collection $88,533,000 91,065,000 82,369,000 78,873,000 93,686,000 Source: Orange County Auditor-Controller's Office. % of Delinquencies to Tax Levy 3.21% 1.86 2.44 3.34 2.10 The District currently participates in the County's Teeter Plan whereby each participating local agency receives annually 100% of the secured property tax levies to which it otherwise entitled, regardless of whether the County has actually collected the levies. Budgetary Process The District's operating fund budget relies on revenues from property taxes and User Fees, both of wh ich are collected on the property tax bill. See "Financial In formation -Revenues." The District receives tax revenues from the County in eight allocations, with the largest receipts in December and April. The District operates on a Fiscal Year beginning each July I . The operating fund budgets include funds to cover the dry period of each tax year, i.e., the period from the beginning of the Fiscal Year until the first taxes are received. The dry-period requirement is budgeted at one-half of the annual operating fund budgeted expenditures. The District uses the accrual method of accounting in its budgets. The District has confor:med to its budgets for the last five fiscal years and is conforming to its budget for the current fiscal year. The District's annual budget preparation process begins in January of each year and concludes in June upon its adoption. The General Manager reviews the final operating budgets and then distributes them to the Directors and District Committees for consideration. The Board of Directors then adopts the proposed annual budgets, with any revisions, in June of each year. Budgetary control is exercised at the individual Department level and administrative policies provide guidelines on budget transfers and the authorization necessary to implement transfers. A budget adj ustment is a transfer which does not change the total appropri ated amount within a Revenue Area and does not require Board action. Approval may be granted by the General Manager or the Department Head in certain circumstances. Department Heads have the discretion to reapp0ttion funds between certain tine i1ems within a division but may not exceed total appropriated amounts for each department. They may also transfer staff across divisional lines. The General Manager and Board of Directors must approve additional capital outlay items. 42 3253v18 A budget amendment is an adjustment to the total appropriated amount within a Revenue Area which was not included in the original budget. These supplemental appropriations require formal action by the Board of Directors. Prior year reserves or fund balances may be appropriated to fund items not previously included in the adopted budget. Reserves or fund balances exceeding minimum amounts required by fiscal policies may be appropriated if it is determined to be in the best in terest of the District. Directors may also appropriate reserves in case of emergencies or unusual circumstances. Reserves In 1998, the District revised its reserve policy and established eight separate reserve funds for its retained earnings. The Cash Flow Reserve was established to fund operation, maintenance and certificates of participation debt service expenses for the first half of the fiscal year. The Opera6ng Cont ingency Rese1·ve was established to provide for non-recurring expenditures that were not anticipated when the annual budget and User Fees were adopted. This fund is equal to ten percent of the District's annual budget. The Capital Improvement Reserve was established to fund annual increments of the capital improvement program w ith a target level at one half of the average anm.1a.l capital improvement program through the year 2020. The Catastrophic Loss, or Self-Insurance Reserve is established for property damage including fire, flood and earthquake, general liability and workers' compensation. The level ofreserve in this fund is maintained at a level to fund the District's non-reimbursed costs which a.re estimated to be $57 million. The Short-Term CapitaJ Fund Reserve was created for specific short-term capital improvements such as the GWRS. The Capital Replacement/Renewal Reserve was established to provide thirty percent of the funding to replace or refurbish the current collection, treatment and disposal facilities. The initial reserve level for this fund was established at $50 rnillion and is augmented by interest earnings and a portion of the annual User Fees. Debt Service Reserves are controlled by a trustee pursuant to the provisions of certificates of participation issues and is not available for the general needs of the District. The Rate Stabilization Reserve accumulates all available funds which exceed the targets for all other reserves. These funds are applied to future years' needs and must be maintained at specified levels. There is currently no established target for this reserve. As of .June 30, 1999, the District's designated retained earnings totaled $376 million. See Appendix A -"Audited Combined Financial Statements of the Orange County Sanitation District for Fiscal Years Ending June 30, 1999 and 1998" herein. Summary of Operating Data Set forth in the table below is a summary of historic operating results for the District for fiscal years 1994-95 through 1998-99. The information presented in the summary should be read in conjunction with the financial statements and notes. See Appendix A -"Audited Combined Financial Statements of the Orange County Sanitation District for Fiscal Years Ending June 30, 1999 and 1998" herein. The operating data include Capital Facility Capacity Charges as revenue rather than as contributed equity as presented in the financial statements and do not include depreciation and amortization expenses. Accordingly, i:he selected operating data do not present the results of operations as determined under generally accepted accounting principles. 43 3253vl 8 Summary of Historical District Revenues and Financial Information for Fiscal Years 1994-95 through 1998-99 ($Millions) 1994-95 1995-96 1996-97 1997-98 1998-99 Revenues: Residential User Feesm $ 62.6 $ 62.0 $ 55.9 $ 50.2 $ 61.6 Industrial User Fees 7.6 6.3 6.3 6.4 5.8 Revenue Area No. 14 fees 7.9 3.2 4.6 4.7 3.2 Ad Valorem Taxes 27.3 29.3 28.2 31.3 32.8 Interest Eamio_gsv> 18.5 20.2 21.0 26.4 23.7 Capital Facilities Capacity Charges<3> 6.6 9.5 9.7 11.3 8.8 Total Revenues $130.6 $130.5 $125.7 $130.2 $135.8 Operations and Maintenance Expenses 55.3 57.6 54.4 49.9 49.4 Net Revenues $ 75.3 $ 72.9 $ 71.3 $ 80.4 $ 86.5 Debt Service $ 35. I $ 31.5 $ 31.1 $ 31.3 $ 30.6 Cash Funded CIP $ 33.5 $ 54.2 $ 48.8 $ 49.3 $ 49.0 Ending ReservesC4) $348.0 $340.0 $316.0 $340.0 $343.0 Coverage Ratios 2.15x 2.32x 2.29x 2.57x 2.83x (1) Net of rebates to commercial users. (2) Cash basis. Excludes any unrealized gains or losses reported in the District's Comprehensive Annual Financial Reports. (3) Prior to January I, 2000, these charges were referred to as connection fees. (3) Excludes any Debt Service Reserve Funds. Source: Orange County Sanitation District. Projected Operating Data The table below sets forth projected operating results of the District for fiscal years 1999-00 through 2003-04. The preparation of such projections was based upon certain assumptions and certain forecasts with respect to conditions that may occur in the future. While the District believes that these assumptions and forecasts are reasonable for the purposes of the projected selected operating data, it makes no representations that they will in fact occur. To the extent that actual future conditions differ from those assumed herein, the data will vary. Some of the more significant assumptions and considerations inc lude the following: 44 3253v18 (i) Total wastewater flows for Fiscal Year 1999-00 are budgeted to decrease to 250 mgd from the prior year budget of 255 mgd. The cost to treat and dispose of l million gallons is estimated at $482 per mill ion gal Ions of wastewater treated, a decrease from $486 in Fiscal Year 1998-99. (ii) Capital facil ities capacity charges and annexation fees, were reevaluated [and revised] as part of the Strategic Plan. (iii) The District will issue [$150] million in Certificates of Partjcipation for the CIP in Fiscal Year 2000-01 . This is [$80] million greater than the Fiscal Year 2000-01 portion of the five~year debt issuance schedule of [$4 70] million approved as part of the Fiscal Year 1997-98 User Fee adoption process in order to provide a 50/50 mix with pay-as-you-go funding and to recover prior reserve reductions. (iv) Pursuant to the 2000 Ordinance, residential User fees for all Revenue Areas except Revenue Area No. 14, for Fiscal Years 2000-01 and 2001-02 will be lower than the User Fees adopted by the Board in 1997. See "District Revenues -User Fees" herein. (v) Property tax revenues in Fiscal Year 1999-00 are being projected at a 5.0% increase and wi II continue to rise a result of resales and new development. Summary of Projected District Revenues and Financial Information for Fiscal Years 1999-00 through 2003-04 ($ Millions) 1999-00 2000-01 2001-02 2002-03 2003-04 Revenues: Residential User Fees<•> $ 68.1 $ 71.8 $ 75.5 $ 79.1 $ 83.0 Industrial User Fees 5.4 5.5 5.7 5.8 6.0 Revenue Area No. I 4 fees 5.8 6.6 3.9 Ad Valorem Taxes 32.9 33.6 34.3 35.0 35.7 Interest Earnings 25.0 28.7 23.5 26.3 21.2 Capital Facilities Capacity Charges 5.2 5.2 5.2 5.2 5.2 --Total Revenues $136.6 $144.8 $150.0 $158.0 $155.0 Operations and Maintenance Expenses 53.4 54.5 55.6 56.7 57.8 --Net Revenues $ 83.2 $ 90.3 $ 94.4 $) 01.3 $ 97.2 Debt Service $ 29.3 $ 34.2 $ 39.3 $ 46.2 $ 49.8 Coverage Ratios 2.84x 2.64x 2.40x 2.19x 1.95x Management's Discussion and Analysis of Operating Data The District's projected outlay for the Fiscal Year 1999-00 capital improvement program is $78.7 mi llion, an increase of 8.7% over the prior year, pursuant to the Strategic Plan. 45 3253vl8 111 fiscal Year 1999-00, the District will have a $1.2 million, or 2.75% decrease in Joint Operating costs, which is comprised of Treatment Plant Operations, Maintenance and Administration. The decrease is primarily attributable to the projected reduction in the number of full-time staff from 543 in Fiscal Year 1998-99 to approximately 518 in FiscaJ Year 1999-00. The Joint Operating budget for FiscaJ Year 1999-00 is $44.0 million compared to $45.2 million in Fiscal Year 1998-99. The District and the OCWD are currently evaluating a joint project that may become the largest reclamation project in the nation. [f completed as planned, the GWRS would reclaim approximately 100 million gallons of water per day. The District has proposed matching OCWD funding for this project and has budgeted $122 million over a six-year period. The GWRS would delay the need to modify the existing ocean outfall or to build a second outfall at a potential cost of $150 million. The GWRS will impact the District's other CIP projects whether or not the District participates in this project. See "The District-Capital fmprovement Program,, herein. In Fiscal Year 1997-98, DART completed its Reinvention Report which provided cost-saving recommendations which were implemented the following year. See "The District-Employees'' herein. Estimated savings are a five-year return of $3,290,000 with annual savings of$1,440,000 thereafter. See "The District -Employees" herein. The District has received a renewal of the five-year modified National Pollution Discharge Elimination System perm it. See "The District -Permits, Licenses and Other Regulations" herein. The permit continues to allow 50% secondary treatment of the influent flow, thereby eliminating costs of attaining full secondary treatment. The District's staff estimates the additional capital costs to attain full secondary treatment of $250 million (in 1989 dollars) and annual additional operation and maiotenance costs of up to $50 million a year by 2020 (in 1989 dollars). See "The District -Permits, Licenses and Other Regulations" herein. Investment of District Funds State statutes authorize the District to invest in obligations of the United States Government, state and local governmental agencies, negotiable certificates of deposits, bankers acceptances, commercial paper, reverse repurchase agreements and a variecy of other investment instruments which are allowable under California Government Code Section 53600 et seq. As a result of the Orange County bankruptcy and the District's prior investment in the County pool, the District has revised its investment policies and its funds are now managed by an external money manager; Pacific Investment Management Company ("PIMCO"). Mellon Trust c<'Melloh Trust,,) serves as the District1 s independent custodian bank for its investment program. Callan Associates ("Callan") serves as the District's independent investment advisor. At [January 31, 2000][UPDATE], the externally managed portfolio consisted of a short-term investment pool of $19,450,083 with maturities to 180 days, and a long-term investment pool of $279 ,211,886 with maturities to five years. Investments consist of United States Government securities, corporate bonds and commercial paper. The District also invests a portion of its funds in the California Local Agency [nvestment Fund (''LAIP'). The District's portfolio contains no reverse repurchase agreements. Deposits in banks are maintained in financial institutions which provide deposit protection on the bank balance from the Federal Depository Insurance Corporation. The California Government Code 46 3253v l& requires State banks and savings and loans to secure local government deposits by pledging government securities equal to 110% of the deposits or by p ledging first trust deed mortgage notes equal to 150% of the deposits. The District's Investment Policy requires that the District invest public funds in a manner which ensures the safety and preservation of capital while meeting reasonable anticipated operating expenditure needs, achieving a reasonable rate of return and conforming to all state and local statutes governing the investment of public funds. The primary objectives, in order, of the District's investment activities are safety, liquidity and return on investments. The table below provides a summary of the District's p01tfolio distribution as of (January 3 1,) 2000: %OF PORTFOLIO DISTRIBUTION COST MARKET VALUE TOTAL Cash & Cash Equivalents United States Commercial Paper -Discount $ 2,678,474.50 $ 2,678,474.50 13.63% Treasury Brns -Less Than l Year 3,411,181.67 3,4l l,18L67 17.36 Federal Home Loan Mortgage-Less Than 1 Year l,199,291.67 l,199,291.67 6.10 FNMA Issues -Less Than I Year 2,485,301.39 2,496,450.00 12.70 Fed Home Loan Bank-Less Than l Year 3,697, 194.17 3,697,194.17 18.81 Mutual Funds 134,632.92 134,632.92 0.69 Total United States 13,606,076.32 13,617,224.93 69.29 Total Cash and Cash Equivalents 13,606,076.32 13,617,224.93 69.29% Pixed Income Securities United States United States Agencies $ 999,200.00 $ 999,840.00 5.09% Asset Backed Securities (Car Loan) 905,913.00 903,069.00 4.60 Banking & Finance l,497,145.50 1,494,611.00 7.61 Industrial 1,935,205.00 l ,925,803 .00 9.80 Utility-Telephone 512,080.00 509,535.00 2.59 Total United States 5,849,543.50 S,832,858.00 29.68 Total Fixed Income Securities $ 5,849,543.50 $ S,832,858.00 29.68% Other Portfolio Assets Payables/Receivables $ 202,020.35 $ 202,020.35 1.03% Total Other Portfolio Assets $ 202,020.35 $ 202,020.35 1.03% Net Portfolio Assets $19,657,640.17 $19,652,103.28 100.00% Source: Mellon Trust. 47 3253vJ8 FINANCIAL OBLIGATIONS Existing lndehtedpess The D istrict has the power and authority to incur debt pursuant to Section 4764 of the Act. In September 1992, the State Legislature enacted Senate Bill 844 which reduced the special district ad valorem property tax revenues not pledged to debt service by 35 percent. As a result, the District dedicated all future property tax revenues to the payme11t of debt service on their current and future outstanding debt issues. As of January 1999, the District has no outstanding general obligation bonds. The table below describes the District's outstanding certificates of participation as of June 1, 2000. Outstanding Certificates of Participation Debt at June 1, 2000 Amount Outstanding Issued Issue Date Balance Final Maturit::t 1990 Series A Certificates<1> $100,000,000 2/5/90 $ 83,300,000 8/1/15 1991 Series B Certificates<•> 117,555,000 5/1/91 18,695,000 8/1/04 1992 Series C Certificates<•> 98,500,000 9/1/92 86,200,000 8/ l/17 1992 Refunding Certificates 160,600,000 12/3/92 129, 110,000 8/1/13 1993 Refunding Certificates 46,000,000 9/2/93 43,950,000 8/1/16 Total Long-Term Debt $5221655,000 $361,255,000 (1) The 1990 Series A, 1992 Series C and a portion of the 1991 Series l3 Certificates will be refunded by the Series 2000 Certificates. ln December 1992, the District issued the 1992 Refunding Certificates to advance refund the remaining outstanding principal balance of the 1986 Certificates and a portion of the outstanding principal balance of the 1991 Series B Certificates. In connection with the execution and delivery of the 1992 Refunding Certificates, the District entered into an interest rate swap agreement (the "1992 Swap Agreement") with AIG Financial Products Corp. ("AlG-FP") whereby AIG-FP agreed, subject to the terms of the 1992 Swap Agreement. to pay to the District a floating amount equal to the interest rate evidenced by the 1992 Refunding Certificates and the District agreed to pay to AIG-FP a fixed amount. The 1992 Refunding Certificates require annual payments of principal and interest (calculated at a rate of 5.55% per annum) ranging from $6,929,602 to $21, 152,220. Payments with respect to the 1992 Refunding Certificates are on a parity with the payment obligations with respect to the Series 2000 Certificates and the 1993 Refunding Certificates (described below). The amounts payable by t11e District Lmder the 1992 Reimbursement Agreement and the 1992 Swap Agreement are on a parity with the District's payment obligations with respect to the 1992 Refunding Certificates and th~ Series 2000 Certificates. ln September 1993, the District issued the 1993 Refunding Certificates to advance refund a portion of the outstanding principal balance of the 1991 Series B Certificates. ln connection with the execution and delivery of the 1993 Refunding Certificates. the District entered into an interest rate swap agreement (the "1993 Swap Agreement") with Societe Generale {"SocGen ') whereby SocGen agreed, subject to the terms of the 1993 Swap Agteement, to pay the District a floating amount equal to the 48 3253vl8 interest rate evidenced by the 1993 Refunding Certificates and the District agreed to pay to SocGen a fixed amount. The 1993 Refunding Certificates require annual payments of principal and interest (calculated at a rate of 4.56% per annum) ranging from $1,256, 120 to $9,514,960. Payments with respect to the 1993 Refunding Certificates are on a parity with the payment obligations with respect to the l 992 Refunding Certificates and the Series 2000 Certificates. The amounts payable by the District under the 1993 Reimbursement Agreement and the 1993 Swap Agreement are on a parity with the District's payment obligations with respect to the 1993 Refunding Certificates and the Series 2000 Certificates. The prior districts' obligations to make Installment Payments with respect to the Outstanding Senior Obligations were several and not joint; however, pursuant to the 1998 consolidation of the prior districts, the District assumed complete responsibility for all obligations and duties of the prior districts pursuant to the consolidation. See 'The District -Background," "Plan of Refunding" and "Security and Sources of Payment for the Series 2000 Ce1tificates" herein. Anticipated Financings Over the next ten years, the District projects $1,027 .0 million in future joint capital improvements and in future collection system capital improvements. Fifty percent of these improvements are expected to be funded through current revenues and the balance will be funded through the issuance of new debt. In calendar year 2000, the District expects to issue approximately $150 million of certificate of participation debt, and a total of $664 million in certificates of participation over the next ten years. Payments with respect to any such indebtedness are expected to be issued as Additional Obligations under the Installment Purchase Agreement on a parity with the Installment Payments. Direct and Overlapping Bonded Debt The table below presents the aggregate direct and overlapping bonded debt of the District. [TO COME] Direct and Overlapping Bonded Debt of the District (as of· __ , 2000) Source: California Municipal Statistics, Inc. 49 3253vl8 THE CORPORATION The Corporation was organized on April 26, 2000 as a nonprofit public benefit corporation pursuant to the Nonprofit Public Corporation law of the State. The Corporation's purpose is to render assistance to the District in its acquisition {)f equipment, real property and improvements on behalf of the District. Under its articles of incorporation, the Corporation has al l powers conferred upon nonprofit public benefit corporations by the laws of the State, provided that it will not engage in any activity other than that which is necessary or convenient for, or incidental to the purposes for which it was formed. The Corporation is a separate legal entity from the District. It is governed by a twenty-five member Board of Directors (the "Board of Directors"). The Corporation has no employees. All staff work js performed by employees of the District. The members of the Corporation's Board of Directors are the Board of Directors of the Orange County Sanitation District. The District's Director of Finance and other District employees are available to provide staff support to the Corporation. The Corporation has not entered into any material financing arrangements other than those referred to in this Official Statement. Further information concerning the Corporation may be obtained from the Orange County Sanitation District office at 10844 Ellis Avenue, Fountain Valley, California, 92708-7018. LIMITATIONS ON TAXES AND REVENUES Property Tax Rate Limitations -Article XIIIA. Article XIIIA of the State Constitution limits the taxing powers of State public agencies. Article XJJIA provides that the maximum ad valorem tax on real property cannot exceed 1 % of the "full cash value" which is defined as "the county assessor's valuation of real property as shown on the 1975-76 tax bill under ''full cash value" or, thereafter, the appraised value of real property when purchased, newly constructed, or a change in ownership has occurred after the 1975 assessment", subject to exceptions for certain circumstances of transfer or reconstruction and except with respect to certain voter approved debt. The "full cash value" is subject to annual adjustment to reflect in creases, not to exceed 2% per year, or decreases in the consumer price index or comparable locaJ data, or to refl ect reduction in property value caused by damage~ destniction or other factors. Article XIIIA requires a vote of two-thirds of the qualified electorate to impose special taxes, while generally precluding the imposition of any additional ad valorem, sales or transaction tax on real property. As amended, Article XIIIA exempts from the l % tax limitation any taxes above that level requjred to pay debt service on certain voter-approved general obligation bonds for the acquisition or improvement of real property. In addition, Article XIllA requires the approval of two-thirds of all members of the State Legislature to change any State laws resulting in increased tax revenues. Appropriations Limitations. The State and most entities of local government are subject to an annual "appropriations limit" imposed by Article XITIB of the State Constitution. Article XIIIB prohibits an entity of government from spending "appropriations subject to limitation" i.n excess of the appropriations limit imposed. ArticleXITIB, originally adopted in 1979, was modified substantially by Propositions 98 and 111 in 1988 and 1990, respectively. "Appropriations subject to limitation" are authorizations to spend "proceeds of taxes", which consist of tax revenues, state subventions and certain other funds, including proceeds from regulatory licenses, user charges or other fees to the extent that such proceeds exceed "the cost reasonably borne by such entity in providing the regulation, product or 50 3253vl8 service," but "proceeds of taxes" excludes tax refunds and some benefit payments such as unemployment insurance. No limit is imposed on appropriations of funds whicJ1 are not "proceeds of taxes", such as reasonable user charges or fees, and certain other non-tax funds. Not included in the Article XIIIB limit are appropriations for the debt service costs of bonds existing or authorized by January 1, 1979, or subsequently authorized by the voters, appropriations required to comply with mandates of courts or the federal government and appropriations for qualified capital outlay projects. The appropriations limit may also be exceeded in certain cases of emergency. The appropriations limit for the District in each year is based on the District's limit for the prior year, adjusted annually for changes in the cost of living and changes in population, and adjusted, where applicable, for transfer of financial responsibility of providing services to or from another un it of government. The change in the cost of living is, at the District's option, either (1) the percentage change in State per capita personal income, or (2) the percentage change in the local assessment roll on nonresidential property. Either test is likely to be greater than the change in the cost of living index, which was used prior to Proposition 111. Change in population is to be measured either within the jurisdiction of the District or the County as a whole. As amended by Proposition 111 , the appropriations limit is tested over consecutive two-year periods. Any excess of the aggregate "proceeds of taxes'' received by a Djstrict over such two-year period above the combined appropriations limits for those two years is to be returned to taxpayers by reductions jn tax rates or fee schedules over the subsequent two years. As originally enacted in 1979, the District's appropriations limit was based on 1978-79 authorizations to expend proceeds of taxes and was adjusted annually to reflect changes in cost of living and popuJation (using different definitious, which were modified by Proposition 111). Starting with Fiscal Year 1990-91, the District's appropriations limit was recalculated by taking the actual Fiscal Year 1986-87 limit, and applying the annual adjustments as if Proposition 111 bad been in effect. The District does not anticipate that any such appropriations limitations will impair its abillty to make its Installment Payments as required by the Installment Purchase Agreement. ProposWon 62. On November 4, 1986, State voters approved Proposition 62, which added Sections 53720 et seq. to the California Government Code which: (i) requires that any tax for general governmental purposes imposed by local govemmental entities, such as the District, be approved by resolution or ordinance adopted by a two-thirds vote of the governmental entity's legislative body and by a majority vote of the electorate of the governmental entity; (ii) requires that any special tax (defined as taxes levied for other than general governmental purposes) imposed by a local governmental entity be approved by a two-thirds vote of the voters within that jurisdiction; (iii) restricts the use of revenues from a special tax to the purposes or for the services for which the special tax was imposed; (iv) prohibits the imposition of ad valorem taxes on real property by local governmental entities except as permitted by Article XIIIA; (v) prohibits the imposition of transaction taxes and sales taxes on the sale ofreal property by local governmental entities; and (vi) requires that any tax imposed by a local governmental entity on or after August 1, 1985 be ratified by a majority vote of the electorate within two years of the adoption of the initiative or be terminated by November 15, 1988. On September 28, 1995, the State Supreme Court, in Santa Clara County Local Transportation Authority v. Guardino upheld the consritutionality of the portion of Proposition 62 requiring a two-thirds vote in order for a local government or district to impose a special tax, and by implication upheld a parallel provision requiring a majority vote in order for a local government or district to impose any general tax. The District has not imposed any taxes subject to the provisions of Proposition 62 and SJ 3253vJ8 believes that it will not impair its ability to make its Installment Payments as required by the Installment Purchase Agreement. Proposition 218. On November 5, 1996, the voters of the State approved Proposition 218, a constitut ional initiative, entitled the "Right to Vote on Taxes Act" ("Proposition 218"). Proposition 218 adds Articles XIIIC and XlllD to the State Constitutio n and contains a number of interrelated provisions affecting the ability of local agencies, including the District, to levy and collect both existing and future taxes, assessments, fees and charges. Proposition 218 became effective on November 6, 1996. Senate Bill 919 was enacted to provide certain implementing provisions for Proposition 218 and became effective July l, 1997. The District is unable to predict whether and to what extent Proposition 218 may be held to be constitutional or how its terms will be interpreted and applied by the comts. Proposition 218 could substantially restrict the District's ability to raise future revenues and could increase the District's costs to hold elections, calculate fees and assessments, notify the public and defend its fees and assessments in court. Further, as described below, Proposition 218 provides for broad initiative powers to reduce or repeal assessments, fees ru1d charges. This initiative power is not limited by the terms of Proposition 218 to fees imposed after November 6, 1996 and absent other legal authority could result in retroactive reduction in any existing taxes, assessments or fees and charges, However, other than any impact resulting from the exercise of this initiative power, presently the District does not believe that the potential financial impact on the financial condition of the District as a result of the provisions of Proposition 218 will adversely affect the District's ability to pay the principal of and interest with respect to the Series 2000 Certificates as and when due. Article XIIID of Proposition 218 also adds several prov1S1ons affecting "fees" and "charges" which are defined as "any levy other than an ad valorem tax, a special tax, or an assessment, imposed by a local government upon a parcel or upon a person as an incident of property ownership, including a user fee or charge for a property related service." All new and, after June 30, 1998, existing property related fees and charges must conform to requirements prohibiting, among other things, fees and charges which (i) generate revenues exceeding the funds required to provide the property related service, (ii) are used for any purpose other than those for which the fees and charges are imposed, (iii) are for a service not actually used by, or immediately available to, the owner of the property in question, or (iv) are used for general governmental services, including police, fire or library services, where the service is available to the public at large in substantia lly the same manner as it is to property owners. Further, before any property related fee or charge may be initially imposed or increased, written notice must be given to the record owner of each parcel of land affected by such fee or charge. The District must then hold a hearing upon the proposed imposition or increase of such property based fee, and if written protests against the proposal are presented by a majority of the owners of the identified parcels, the District may not impose or increase the fee or charge. Moreover, except for fees or charges for sewer, water and refuse collection services, no property related fee or charge may be imposed or increased without majority approval by the property owners subject to the fee or charge or, at the option of the local agency, two-thirds voter approval by the electorate residing in the affected area. The District implemented a five-year plan beginning in Fiscal Year 1997-98 which provided for gradual increases in seven of the nine Revenue Areas. Although the District believed that tl1is rate structure was not governed by Proposition 218, the District noticed the changes pursuant to Proposition 218, held hearings regarding the proposed user foe increases and did not receive written protests by a majority of the owners of the affected parnels. Effective July 1, 2000, the District revised its rate structure to allow for the setting of lower rates in furtherance of its plans to consolidate all Revenue Areas and all fees to a uniform amount. See "District Revenues -User Fees" herein. The revised rate structure does not replace the rate structure adopted by the Board in 1997, but sets aside the higher rates until the District determines that they are 52 J253vl8 necessary and appropriate. Accordingly, the Proposition 2 l 8 hearing and notice procedures are not appli cable with regard to the revised rate structure. Pursuant to the Installment Purchase Agreement, the District will, to the extent permitted by Jaw, fix, prescribe and collect fees and charges for the services of the Wastewater System which will be at least sufficient to yield during each Fiscal Year (a) Net Revenues equal to 125% of Debt Service on Senior Obligations fot such Fiscal Year, and (b) Net Operating Revenues equal to 100% of Debt Servjce on all Obligations for such Fiscal Year. The District may make adjustments from time to time in such fees and charges and may make such classification thereof as it deems necessary, but shall not reduce the fees and charges then in effect unless the Revenues and Net Revenues from such reduced fees and charges will at all times be sufficient to meet the requirements of the Installment Purchase Agreement. In the event that service charges are determined to be subject to Article XHID, and proposed increased service charges cannot be imposed as a result of a majority protest, such circumstances may adversely effect the ability of the District to generate revenues in the amounts required by the Installment Purchase Agreement, and to make Installment Payments representing principal and interest with respect to the Series 2000 Certificates. VERIFICATION OF ARITHMETICAL AND MATHEMATICAL COMPUTATIONS Upon delivery of the Series 2000 Certificates, . independent accountants, will deliver a report on the arithmetical accuracy of certain computations contained in schedules provided to them by the Underwriter relating to (a) the adequacy of the maturing principal of and interest on certain obligations and certain other moneys to pay all of the pdncipal and prepayment premium represented by and the interest due with respect to the Refunded Certificates to be refunded (see "PJan of Refunding," herein) as such principal, prepayment premium and interest become due and payable, and (b) the computations of actuarial yield used by Special Counsel to support its opinion that the Series 2000 Certificates are not arbitrage bonds within the meaning of Section 148 of the Code. has restricted its procedures to examining the arithmetical accuracy of certain computations and has not made any study or evaluation of the assumptions and information on which the computations are based and, accordingly, has not expressed an opinion on the data used, the reasonableness of the assumptions, or the achievability of the forecasted outcome. LEGAL MATTERS The validity of the Series 2000 Certificates and certain other legal matters are subject to the approving opinion of Orrick, Herrington & Sutcliffe LLP, Los Angeles, California, Special Counsel. A complete copy of the proposed form of Special Counsel opinion is contained in Appendix E hereto. Special Counsel undertakes no responsibility for the accuracy, completeness or fairness of this Official Statement. Certain legal matters will be passed upon for the District by its counsel, Woodruff, Spradlin and Smart, a Professional Corporation, Orange, California and for the Underwriter by its counsel, Hawkins, Delafield & Wood, Los Angeles, California. ABSENCE OF LITIGATION There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body, pending or, to the best knowledge of the District, threatened against the District affecting the existence of the District or the titles of its directors or officers to their offices or seeking to restrain or to enjoin the sale or delivery of the Series 2000 Certificates, the 53 3253vl8 application of the proceeds thereof in accordance with the Trust Agreement, or in any way contesting or affecting the validity or enforceability of the Series 2000 Certificates, the Trust Agreement, the In stallment Purchase Agreement or any action of the District contemplated by any of said documents, or in any way contesting the completeness or accuracy of this Official Statement, or contesting the powers of the District or its authority with respect to the Series 2000 Certificates or any action of the District contemplated by any of said documents, nor, to the knowledge of the District is there any basis therefor. There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body pending or, to the best knowledge of the District, threatened against the District contesting or affecting the ability of the District to collect amounts from which Installment Payments are payable, or which would have a material adverse effect on the District, in cluding the District's ability to make Installment Payments. FINANCIAL STATEMENTS The general purpose financial statements of the District included in Appendix A to this OfficiaJ Statement have been audited by Moreland & Associates, lnc., independent ce1iified public accountants. See Appendix A-"Audited Combined Financial Statements of the Orange County Sanitation District for Fiscal Years Ending June 30, 1999 and 1998" herein. The audited financial statements. including the footnotes thereto, should be reviewed in their entirety. Moreland & Associates, Inc. has not consented to the inclusion of its report as Appendix A and has not undertaken to update its report or to take any action intended or likely to elicit information concerning the accuracy, completeness or fairness of the statements made in this Official Statement, and no opinion is expressed by Moreland & Associates, Inc. with respect to any event subsequent to its report dated September 10, I 999. As a result of creating a consolidated entity, inter-district receivables and payables which were originally reported in the June 30, 1998 and prior audited financial statements, have been eliminated commencing with the June 30, 1999 audited financial statements. The District utilizes joint operating and capital outlay accounts to pay joint operating and construction costs of each revenue area. These joint costs are allocated to each Revenue Area based on the gallons of sewage flow. See Appendix A - "Audited Combined Financial Statements of the Orange County Sanitation District for Fiscal Years Ending June 30, 1999 and 1998" herein. TAX MATTERS In the opinion of Orrick, Herrington & Sutcliffe LLP, Los Angeles, California, Special CounseJ, based upon an analysis of existing Jaws, regul ations, rulings and court decisions, and assuming, among .other matters, compliance with certain covenants, interest evidenced by the Series 2000 Certificates is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 (the "Code") and is exempt from State personal income taxes. Special Counsel is of the further opinion that interest evidenced by the Series 2000 Certificates is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes, although Special Counsel observes that such interest is included in adjusted current earnings in calculating corporate alternative minimum taxable income. A complete copy of the proposed form of opinion of Special Counsel is set forth in Appendix E hereto. The Code imposes various restrictions, conditions and requirements relating to the exclusion from gross income for federal income tax purposes of interest on obligations such as the Series 2000 Certificates. The District has covenanted to comply with certain restrictions designed to insure that 54 3253vl8 interest evidenced by the Series 2000 Certificates will not be included in federal gross income. Failure to comply with these covenants may result in interest evidenced by the Series 2000 Certificates being included in gross income for federal income tax purposes, possibly from the date of execution and delivery of the Series 2000 Certificates. The opinion of Special Counsel assumes compliance with these covenants. Special Counsel has not undertaken to detellnine (or to inform any person) whether any actions taken (or not taken) or events occurring (or not occurring) after the date of execution and delivery of the Series 2000 Certificates may adversely affect the value of, or the tax status of interest evidenced by, the Series 2000 Cer1ificates. Fu1ther, no assurance can be given that pending or future legislation or amendments to the Code, if enacted into law, or any proposed legislation or amendments to the Code, will not adversely affect the value of, or the tax status of interest evidenced by, the Series 2000 Ce1tificates. Prospective Series 2000 Certificate Owners are urged to consult their OWll tax advisors with respect to proposals to restructure the federal income tax. Certain requirements and procedures contained or referred to in the Trust Agreement, the Installment Purchase Agreement, the Tax Certificate, and other relevant documents may be changed and certain actions (including, without limitation, defeasance of the Series 2000 Certificates) may be taken or omitted under the circumstances and subject to the terms and conditions set forth in such documents. Specia1 Counsel expresses no opinion as to any Series 2000 Certificate or the interest evidenced thereby if any such change occurs or action is taken or omitted upon the advice or approval of special counsel other than Orrick, Herrington & Sutcliffe LLP. Although Special Counsel is of the opinion that interest evidenced by the Series 2000 Certificates is excluded from gross income for federal income tax purposes and is exempt from State of California personal income taxes, the ownership or disposition of, or the accrual or receipt of interest ev.idenced by, the Series 2000 Certificates, may otherwise affect a Series 2000 Certificate Owner's federal or state tax liability. The nature and extent of these other tax consequences will depend upon the particular tax status of the Series 2000 Certificate Owner or the Series 2000 Certificate Owner's other i1ems of income or deduction. Special Counsel expresses no opinion regarding any such other tax consequences. RATINGS Moody's Investors Service, Standard & Poor's Ratings Group and Fitch Investors Service, L.P. have rated the Bonds "_," "_" and ''_," respectively. Such ratings reflect only the views of the rating agencies, and do not constitute a recommendation to buy, sell or hold the Series 2000 Certificates. Explanatjon of the significance of such ratings may be obtained only from the respective organizations at: Moody's Investors Service, 99 Church Street, New York, New York I 0017; Standard & Poor's Ratings Group, 5 5 Water Street, New York, New York l 0041; and Fitch Investors Service, L. P ., One State Street Plaza, New York, New York 10004. There is no assurance that any such ratings will continue for any given period of time or that they wi ll not be revised downward or withdrawn entirely by the respective rating agencies, if in the judgment of any such rating agency circumstances so warrant. Any such downward revision or withdrawal of such ratings may have an adverse effect on the market price of the Series 2000 Certificates. UNDERWRITING The Series 2000 Certificates are being purchased by PaineWebber Incorporated (the ''Underwriter"). The Underwriter has agreed, subject to certain conditions, to purchase the Series 2000 Certificates at a price of (which amount represents the principal amount of the Series 2000 55 3253vl8 Certificates Jess an underwriter's discount of ). The Purchase Contracts relating to the Series 2000 Certificates provide that the Underwriter will purchase all of the Series 2000 Certificates if any are purchased, the obligation to make such purchase being subject to certain terms and conditions set forth in the Purchase Contracts, the approval of certain legal matters by counsel and certain other conditions. The Underwriter may offer and sell the Series 2000 Certificates to certain dealers and others at prices lower than the offering price stated on the cover page. The offering price may be changed from time to time by the Underwriter. MISCELLANEOUS Included herein are brief summaries of certain documents and reports, which summaries do not purport to be complete or definitive, and reference is made to such documents and repo11s for full and complete statements of the contents thereof. Any statements in this Official Statement involving matters of opinion, whether or not express!),' so stated, are intended as such and not as representations of fact. This Official Statement is not to be construed as a contract or agreement between the District and the purchasers or Owners of any of the Series 2000 Certificates. The execution and delivery of this Official Statement has been duly authorized by the District and the Corporation. 3253v18 ORANGE COUNTY SANTT A TI ON DISTRICT FINANCING CORPORATION President ORANGE COUNTY SAN1TATION DISTRICT Chair of the Board of Directors 56 3253vl8 APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF THE ORANGE COUNTY SANITATION DISTRICT FOR FISCAL YEARS ENDING JUNE 30. 1999 AND 1998 A -1 APPENDIXB THE COUNTY OF ORANGE-ECONOMIC AND DEMOGRAPIDC INFORMATION B-1 3253vl8 APPENDIXC SUMMARY OF PRINCIPAL LEGAL DOCUMENTS C-1 3253v18 APPENDIXD BOOK-ENTRY SYSTEM OTC will act as securities depository for the Series 2000 Certificates. The ownership of one or more fully registered Series 2000 Certificates will be registered in the name of Cede & Co., as nominee for DTC. DTC is a limited-pllrpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency'' registered pursuant to the provisions of Section 17 A of the Securities Exchange Act of 1934, as amended. DTC was created to hold securities of its participants (the "OTC Participants") and to facilitate the clearance and settlement of securities transactions among DTC Participants through electronic book-entry changes in accounts of the DTC Participants, thereby eliminating the need for physical movement of securities Series 2000 Certificates. DTC Participants include securities brokers and dealers, banks, trust companies, clearing corporations and other organizations, certain of which own DTC either directly or through their representatives. Access to the DTC system is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly (the "Indirect Participants"). Purchases of Series 2000 Certificates under the DTC system may be made through brokers and dealers who are or act through DTC Participants. Upon such purchase. the DTC Participant will receive a credit balance on the records of DTC. The Beneficial Owner wiJl be recorded through the records of the DTC Participant or Indirect Participant. DTC Participants and Indirect Participants are required by OTC to provide Beneficial Owners with a written confirmation of their purchase containing details of the Series 2000 Certificates acquired. Transfers of ownership interests in the Series 2000 Certificates will be accomplished by book entries made by OTC and, in turn, by the DTC Participants who act on behalf of the Beneficial Owners and Indirect Participants. BENEFICIAL OWNERS WILL NOT RECEIVE PHYSICAL DELfVERY OF SERIES 2000 CERTIFICATES REPRESENTING THEIR OWNTERSHIP INTEREST IN THE SERIES 2000 CERTIFICATES AND WILL NOT BE OR CONSIDERED TO BE OWNERS THEREOF UNDER THE TRUST AGREEMENT FOR PURPOSES OF REGISTRATION OR PAYMENT OR FOR ANY OTHER PURPOSE. The Trustee will make payments of principal and premium, if any, and interest with respect to the Series 2000 Certificates to DTC or its nominee, Cede & Co., as Owner of the Series 2000 Certificates. The current practice ofDTC is to credit the accounts of the OTC Participants immediately upon receipt of moneys in accordance with their respective holdings shown on the records of DTC. If appropriate, OTC Participants w ill forward such payments to 1ndirect Participants. Payments by DTC Participants or Indirect Participants to Beneficial Owners will be in accordance with standing instructions and customary practices such as those which are now the case for municipal securities held in bearer form or registered in ''street name'' for the accounts of customers and will be the responsibility of OTC Participants and fndirect Participants and not the responsibility of OTC, the Trustee or the Districts, subject to any statutory and regulatory requirements as may be in effect from time to time. The Trustee and the District~ so long as a book-entry system is used for the Series 2000 Certificates, will send any notice of prepayment or other notices only to DTC or its nominee. Any failure of DTC to advise any DTC Participant, or of any DTC Participant or Indirect Participant to notify the Beneficial Owner, of any such notice and its content or effect will not affect the validity of the prepayment of such Certificate called for prepayment or of any other action premised on such notice. prepayment of portions of the Series 2000 Certificates by the District will reduce the outstanding 0-1 3253vl8 principal amount of Series 2000 Certificates held by DTC. In such event, DTC will implement, through its book-entry system, a prepayment by lot of Series 2000 Certificates held for the account of DTC Participants in accordance with its own rules or other agreements with DTC Participants and then DTC Participants and Indirect Participants will implement a prepayment of the Series 2000 Certificates for the Beneficial Owners. Any such selection of Series 2000 Certificates to be prepaid will not be governed by the Trust Agreement and will not be conducted by the Distri ct or the Trustee. NEITHER THE DI STRJCT NOR THE TRUSTEE WILL HA VE ANY RESPONSlBlLfTY OR OBLIGATION TO DTC PARTICIPANTS OR THE PERSONS FOR WHOM OTC PARTICIPANTS ACT AS NOMINEES WITH RESPECT TO THE PAYMENTS OR THE PROVIDING OF NOTICE TO OTC PARTICIPANTS, lNDIRECT PARTICIPANTS OR BENEFlCIAL OWNERS OR THE SELECTION OF PORTIONS OF THE SERJES 2000 CERTIFICATES FOR PREPAYMENT. The District and the Trustee cannot give any assurances that OTC, DTC Participants, Indirect Participants or others w ill distribute payments of principal of, prepayment premium, if any, and interest with respect to the Series 2000 Certificates paid to DTC or its nominee, as the registered Owner, or any prepayment or other notice, to the Beneficial Owners or that they will do so on a timely basis or that DTC will serve and act in a inanner described in this OfficiaJ Statement. For every transfer and exchange of the Series 2000 Certificates, the Beneficial Owner may be charged a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation thereto. DTC (or a successor securities depository) may determine to discontinue providing its service with respect to the Series 2000 Certifi cates at any time by giving notice to the District and discharging its responsibilities with respect thereto under applicable law. The District, in their sole discretion and without the consent of any other person, may terminate the services of DTC (or a successor securities depository) with respect to the Series 2000 Certifi cates if the District determine that a continuation of the book-entry system is not in the best intere sts of the Beneficial Owners of the Series 2000 Certificates. The District undertake no obligation to investigate matters that would enable the District to make such a determination. In the event that the book-entry system is discontinued as described above. the requirements of the Trust Agreement will apply. D-2 3253v18 APPENDTXE FORM OF APPROVING OPINION OF SPECIAL COUNSEL 3253vl8 MARCH s M T w T F I 2 3 5 6 7 8 9 10 12 13 14 15 16 17 19 20 21 22 23 24 26 27 28 29 30 31 ORANGE COUNTY SANITATION DISTRICT Series 2000 Refunding COPs Financing Schedule APRIL s s M T w T F s s 4 l 11 2 3 4 5 6 7 8 7 18 9 10 11 12 13 14 15 14 25 16 17 18 19 20 21 22 21 23 24 25 26 27 28 29 28 30 . .JUNE . -JULY -- s M TW T F s s M T w T F s s 1 2 3 I 4 5 6 7 8 9 10 2 3 4 5 6 7 8 6 II 12 13 14 15 16 17 9 10 11 12 13 14 15 13 18 19 20 21 22 23 24 16 17 18 19 20 21 22 20 25 26 27 28 29 30 23 24 25 26 27 28 29 27 30 31 Date Activity • l st draft oflnstallment Purchase Agreement distributed Jan 14 x Jan20 x Kick-off meeting to discuss legal structure Feb 3 x Review l st draft of ratings presentation and revised cashflows (9:00 a.m. at District) Feb. 9 x FAHR Committee meeting (5:00 p.m.) x Financing progress report Feb JO x 151 draft of P.O.S. distributed Feb 14 x 151 draft of Trust Agreement distributed Feb 17 x Meeting to review legal documents and P.O.S. (10:00 a.m. at OH&S) Feb 21 x Market Holiday (President's Day) Mar8 x FAHR Committee meeting (5:00 p.m.) x Financing progress report Paine Webber June 7, 2000 MAY M T w T F s I 2 3 4 5 6 8 9 10 11 12 13 15 16 17 18 19 20 I 22 23 24 25 26 27 29 30 31 AUGUST M T w T F s 1 2 3 4 5 7 8 9 10 JI 12 14 15 16 17 18 19 21 22 23 24 25 26 28 29 30 31 Responsibility BC All-Hands OCSD, PW OCSD OCSD,PW UC BC All-Hands OCSD OCSD,PW June 7, 2000 Mar9 x 2nd draft of legal documents distributed BC x 2nd draft of P.O.S distributed UC Mar 14 x Meeting to review legal documents and P.O.S. All-Hands (10:00 a.m. at OH&S) Mar20 x Begin preparing package for liquidity banks PW Mar22 x District Board meeting OCSD, PW Mar24 x 3•·d draft of P.0.S distributed UC Week of x Review proposed legal structure with rating analysts PW Mar27 x Distribute draft legal documents to rating agencies BC, UC x Commence discussions with Ambac and swap providers PW,BC x Continue revising rating agency presentation OCSD, PW Mar28 x Meeting to review legaJ documents and P.0.S. AU-Hands (10:30 a.m. at OH&S) Mar JO >: Meeting to review cashflows and ratings presentation OCSD, PW Apr5 )( Agendize non-profit corporation formation materials OCSD, BC Apr 6 x Conference call on rating agency presentation (9:00 a.m .) OCSD, PW Apr 1 I x Meeting to review rating agency presentation (9:00 a.m.) OCSD, PW Apr/2 x F AHR Committee meeting (5 :00 p.m.) OCSD x Approval of non-profit Financing Corporation OCSD,BC x Financing progress report OCSD,PW x Call with Ambac to discuss amendment process PW Apr/3 x Rehearsal for rating agency presentations (1 I :00 a,m. P.D.T.) OCSD, PW Apr 18119 x Ratfug agency presentations (at District) OCSD, PW Apr21 x Market Holiday (Good Friday) Apr25 x Call with Ambac to review District credit PW Apr26 x District Board meeting OCSD x Approval of non-profit Financing Corporation OCSD May IO x Receipt oflong-term "indicator" credit ratings OCSD, PW x FAHR Committee meeting (5:00 p.m.) OCSD Y. Financing progress report OCSD, PW May 15 x Conference call on documents (10:00 a.m.) All-Hands Paine Webber June 7, 2000 May 17 x Receive liquidity facility provider bids PW May 19 x Draft amendments to '92 and '93 legal documents circulated BC May24 x District Board meeting OCSD May 25 x Select liquidity facility bank for Series 2000 COPs OCSD,PW May JI x Conference call with Ambac, AIG, and SocGen to review OCSD, PW, BC, AP, APC proposed amendments Week of • Begin development of amended swap documents for APC June5 outstanding 1992 and l 993 CO Ps Jun 13 • J '1 draft of amendment documents circulated BC,APC • Liquidity bank receives "home office" credit approval LP Jun 14 • FAHR Committee meeting (5:00 p.m.) OCSD Approve Series 2000 liquidity facility provider OCSD • Approve Series 2000 Trustee selection process OCSD Jun 15 • Conference call on amendment documents OCSD, PW, BC, AP, APC • Trustee bank RPP circulated OCSD, PW Jun 19 • Trustee bids due (noon) OCSD, PW Select Trustee OCSD,PW 1 si draft of swap documents circulated PW Jun 20 • 1 '1 draft of Standby Purchase Agreement circulated LPC Jun 22 • Conference call on bank documents All Hands • Conference call on swap documents OCSD,PW,BC Jun27 2"d draft of Standby Purchase Agreement circulated LPC • 2"d draft of amendment documents circulated BC,APC Jun28 • District Board meeting OCSD • Report on Trustee selection OCSD Jun29 • Conference call on bank and amendment documents All Hands (review of other documents, as needed) Jun30 • Draft documents distributed to rating agencies BC, LPC, APC, UC Jul 4 • Market Holiday (Independence Day) Jul 5 Draft Phase I & fT COP legals, bank liquidity, swap and OCSD,BC disclosure documents agendized for F AHR Committee Jul JO Conference call on bank and amendment documents All Hands (as needed) Paine Webber June 7, 2000 Jul 12 • FAHR Committee meeting (5:00 p.m) OCSD Approval of all Phase I & II documents OCSD J1J 14 • Distribute RFP for financial printer OCSD, PW Jul 16 • Select financial printer OCSD,PW Jul 17 • Conference call to finalize COP legal, bank liquidity, All Hands amendment, swap, and disclosure documents Jul 19 "Substantially final" Phase I & !I legal, bank liquidity, swap, OCSD, BC and disclosure documents agendized for Board approval Jul 24 • Receipt of formal long-term and short-term ratings OCSD, PW Jul 26 • District Board I Financing Corporation meetings OCSD Approval of all Phase I & II documents OCSD Jul 27 • Print Official Statement(s) UC,PW,P Begin pre-marketing 2000 COPs PW Jul 28 Mai.I Official Statement(s) OC, P Aug 1 • Price advance refunding component of2000 COPs OCSD, PW (Execute Series B swap to fix yield through 81l10 I) • Convert 1992 COPs to daily mode (if necessary) OCSD, BC,T Aug 15 Price current refunding component of2000 COPs OCSD,PW (Sold at least 15 days after "Series B" pricing) Aug 16 • Close all refunding components All-Hands Convert 1992 COPs to weekly mode (if necessary) OCSD,BC, T 8/1101 Series B COPs called and prepaid from refunding escrow EA X -Denotes completed activity. Key Role Participants OCSD Issuer Orange County Sanitation District BC Bond Counsel Orrick, Herrington & Sutcliffe PW Underwriter/Remarketing Agent PaineWebber Incorporated UC Underwriter's Counsel Hawkins, Delafield & Wood LP Liquidity Provider Dexia Credit Local de France LPC Liquidy Provider's Counsel King & Spalding T Serles 2000 Trustee To be determined EA Escrow Agent(s) To be determined AP Amendment Parties Ambac, AIG, SocGen APC Amendment Parties' Counsel Various p Financial Printer To be determined Paine Webber ROLL CALL FINANCE, ADMINISTRATION AND HUMAN RESOURCES COMMITTEE Meeting Oat~: June 14, 2000 Time: 5:00 p.m. Adjourn: ----- COMMITTEE MEMBERS THOMAS R. SALTARELLI (Chair) •••••.••••••.•..•...•..•..••.•••••••••..••••••••. MARK LEY ES (Vice Chair) ........................................................... . SHAWN BOYD .............................................................................. . JOHN M. GULLIXSON .................................................................. . SHIRLEY MC CRACKEN .............................................................. . MARK A. MURPHY ........................................................................ . JAMES W. SILVA .......................................................................... . JAN DE BAY (Board Chair) ........................................................... . PEER SWAN (Board Vice Chair) .................................................. . OTHERS ~ TOM WOODRUFF, General Co~nsel............................................... {; .;Ju_~ TOBY WEISSERT, Carollo Engineers ............................................. __ ~ _ 0 STAFF BLAKE ANDERSON, General Manager ........................................... ~ DAVID LUDWIN, Director of Engineering .... ~................................. ..,....... BOB OOTEN, Director of Operations & Maintenance..................... V LISA TOMKO, Acting Director of Human Resources .................... . GARY STREED, Director of Finance............................................... ,__--- PATRICK MILES, Director of Information Technology................... ~ ROBERT GHIRELLI, Director of Technical Services...................... 7 ........- STEVE KOZAK, Financial Manager ................................................ __ MIKE WHITE, Controller .................................................................. __/ GREG MATHEWS, Assistant to the General Manager .................... _;,;;;-_,_ PENNY KYLE, Committee Secretary .............................................. . c: Lenora Crane fyv.-cf<_,~ \p(Vt/iA. p v ~ ~~0~ ~w~ 06/1 4/2000 Joint Operating History 93-94: Cen Gen started Advanced Primary 24 hrs/day 0 -t---..~-.---.~-,----,.----.-~r--.-~-r--.-~..,.--.-~-.----.~-.---.~---.-----,.----.-~r--.-~-r---r-~..,.--.-~-.----.~-.---.~-,----,~~ ~~~~~~~~#~~~~$~~~~~~~~~~~~~~~~~~ ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ I -e-cost I mg -Flow (mgd) -..-Auth Personnel -cost/mg in 67-68 $ -+-value of $100 Jt Oper exp flow pers , 0610912000 General Manager Communications Human Resources Finance Admin Accounting Purchasing & Whse Total Administration Oper & Mtce Admin O&M Process Support Plant Operations Air Quality & Research Plant Mtce Collection Fae Mechanical Mtce Elect & Instr Mtce Cogeneration Total Oper & Mtce Tech Services Admin Environmental Comp Laboratories Source Control Safety & Emergency Total Tech Services Dir of Engineering Plan & Design Engr Engineering & lnsp Total Engineering Info Tech Admin IT Customer & Network IT Programming &DB Process Control lnteg Total Information Tech Budget Comparisons Two years with similar total flows 1985-86 vs. 2000-01 Authorized Staffing 1985-86 2000-01 Authorized Percent to Authorized Percent to Personnel Total Auth FT Es Total Auth 4.00 1.0% 3.00 0.6% 8.00 2.0% 9.00 1.8% 5.00 1.2% 10.25 2.0% 4.00 1.0% 4.00 0.8% 12.00 3.0% 15.00 2.9% 11.00 2.7% 17.50 3.4% 44.00 11.0% 58.75 11.5% 2.00 0.5% 2.00 0.4% 5.00 1.2% 9.50 1.9% 95.00 23.7% 71.50 14.0% 1.00 0.2% 10.50 2.1% 45.00 11 .2% 29.50 5.8% 21.00 5.2% 18.50 3.6% 58.00 14.5% 44.50 8.7% 37.00 9.2% 55.50 10.9% 0.0% 9.00 1.8% 264.00 65.8% 250.50 49.1% 0.0% 2.00 0.4% 0.0% 19.00 3.7% 35.00 8.7% 32.00 6.3% 24.00 6.0% 34.00 6.7% 0.0% 7.50 1.5% 59.00 14.7% 94.50 18.5% 6.00 1.5% 3.00 0.6% 15.00 3.7% 33.25 6.5% 13.00 3.2% 37.00 7.3% 34.00 8.5% 73.25 14.4% 0.0% 2.00 0.4% 0.0% 12.00 2.4% 0.0% 10.00 2.0% 0.0% 9.00 1.8% 0.0% 33.00 6.5% 401 .00 100.0% 510.00 100.0% G:\excel.dta\fin\210\streed\comp with 1986 8:07 AM 2000-01 Increase FTE Percent to Iner (Deer) TotalChange (1 .00) (0.92%) 1.00 0.92% 5.25 4.82% 0.00% 3.00 2.75% 6.50 5.96% 14.75 13.53% 0.00% 4.50 4.13% (23.50) (21 .56%) 9.50 8.72% (15.50) (14.22%) (2.50) (2.29%) (13.50) (12.39%) 18.50 16.97% 9.00 8.26% (13.50) (12.39%) 2.00 1.83% 19.00 17.43% (3.00) (2.75%) 10.00 9.17% 7.50 6.88% 35.50 32.57% (3.00) (2.75%) 18.25 16.74% 24.00 22.02% 39.25 36.01% 2.00 1.83% 12.00 11.01% 10.00 9.17% 9.00 8.26% 33.00 30.28% 109.00 100.00% 0610912000 10:52 AM Budget Comparisons Two years with similar total flows 1985-86 vs. 2000-01 Gross Requirements by Division 1985-86 2000-01 2000-01 Increase Over Adopted CPI Adj'd Proposed Budget CPI Budget CPI Budget JO Budget JO Budget JO Budget 1985-86 1985-86 % Iner General Manager 318,000 484,815 1,767,450 1,449,450 1,282,635 264.56% Communications 432,000 658,617 902,700 470,700 244,083 37.06% Human Resources 270,300 412,093 1,495,580 1,225,280 1,083,487 262.92% Finance Admin 454,700 693,224 1,694,850 1,240,150 1,001 ,626 144.49% Accounting 489,000 745,517 1,327,350 838,350 581,833 78.04% Purchasing & Whse 449,000 684,534 1,238,800 789 ,800 554,266 80.97% Total Administration 2,413,000 3,678,801 8,426,730 6,013,730 4,747,929 129.06% Oper & Mtce Admin 110,000 167,703 424,500 314,500 256,797 153.13% O&M Process Support 225,000 343,029 1,080, 100 855, 100 737,071 214.87% Plant Operations 12,818,800 19,543,229 15,917,500 3,098,700 (3,625, 729) (18.55%) Air Quality & Research 47,800 72,875 1, 174,600 1, 126,800 1, 101,725 1511 .81% Plant Mtce 3,640,500 5,550,217 4,034,000 393,500 (1 ,516,217) (27.32%) Collection Fae 689,600 1,051,347 1,470,950 781 ,350 419,603 39.91% Mechanical Mtce 3,554,900 5,419,713 5,224,000 1,669, 100 (195,713) (3 61%) Elect & Instr Mtce 1,884,400 2,872,910 6,469,350 4,584,950 3,596,440 125.18% Central Generation 2,526,900 2,526,900 2,526,900 no base Total Oper & Mtce 22,971 ,000 35,021 ,024 38,321 ,900 15,350,900 3,300,876 9.43% Dir of Tech Services 665,600 665,600 665,600 no base Environmental Comp 3,589,500 3,589,500 3,589,500 no base Laboratories 2,762 ,300 4,211 ,335 3,609, 150 846,850 (602, 185) (14.30%) Source Control 752 ,500 1, 147,243 2,849,250 2,096,750 1,702,007 148.36% Safety & Emergency 985, 150 985,150 985, 150 no base Total Tech Services 3,514,800 5,358,578 11,698,650 8,183,850 6,340,072 118.32% Dir of Engineering 189,400 288,755 463,600 274,200 174,845 60.55% Plan & Design Engr 635,400 968,715 2,888,300 2,252,900 1,919,585 198.16% Engineering & lnsp 635,400 968,715 3,485, 100 2,849,700 2,516,385 259.77% Total Engineering 1,460,200 2,226, 185 6,837,000 5,376,800 4,610,815 207.12% Info Tech Admin 1,022,300 1,022,300 1,022,300 no base IT Customer & Network 1,934,600 1,934,600 1,934,600 no base IT Programming &DB 1,133,000 1, 133,000 1,1 33,000 no base Process Control lnteg 1,023,070 1,023,070 1,023,070 no base Total Information Tech 0 0 5, 112,970 5,112,970 5, 112,970 no base 30,359,000 46,284,588 70,397,250 40,038,250 24, 112,662 52.10% Revenue & Charge Outs (3,584,000) (5,464,079) (24,397,250) (20,813,250) (18,933,171 ) 346.50% Net Joint Operating Exp 26,775,000 40,820,509 46,000,000 19,225,000 5, 179,491 12.69% G:\excel.dta\fin\21 O\streed\comp with 1986 Uo/U~/lUUU l"'age ·1 or L. Budget Comparisons Two years with similar total flows 1985-86 vs. 2000-01 Line Item Account Comparisons 1985-86 1985-86 Adj'd 2000-01 2000-01 Increase Over % Iner Adopted for CPI chng Proposed 1985-86 1985-86 1985-86 Budget 170.6/ 111 .9 Budget Budget CPI Budg CPI Budg 1 Salaries & Wages 10,682,000 16,285,516 34,839,700 24,157,700 18,554, 184 113.93% 2 Employee Benefits 3 Retirement 2,071,000 3,157,396 2,400,300 329,300 (757,096) (23.98%) 4 Workers Comp 120,000 182,949 310,200 190,200 127,251 69.56% 5 Unemployment 53,800 53,800 53,800 no base 6 Group Medical Ins 663,000 1,010,794 3,614,500 2,951,500 2,603,706 257.59% 7 Uniform Rental 45,000 68,606 69,200 24,200 594 0.87% 8 Total Benefits 2,899,000 4,419,744 6,448,000 3,549,000 2,028,256 45.89% 9 Total Salaries, Wages & Benefits 13,581,000 20,705,260 41 ,287,700 27,706,700 20,582,440 99.41% 10 Gasoline, Oil & Diesel 265,000 404,013 187,300 (77,700) (216,713) (53.64%) 11 Insurance 291 ,000 443,651 1,200,000 909,000 756,349 170.48% 12 Memberships 18,000 27,442 185,500 167,500 158,058 575.96% 13 Office Expense 14 Supplies 75,000 114,343 141,100 66, 100 26,757 23.40% 15 Other 40,000 60,983 89,300 49,300 28,317 46.43% 16 Computer related 250,000 250,000 250,000 n o base 17 Minor Furniture, Fixtures, etc 87,100 87,100 87,100 n o base 18 Operating Supplies 19 Chlorine & Odor Cntrl 1,650,000 2,515,550 997,800 (652,200) (1,517,750) (60.33%) 20 Sulfide Control 1,425,000 2,172,520 1,435,000 10,000 (737,520) (33.95%) 21 Chemical Coagulants 780,000 1,189,169 1,361,100 581, 100 171,931 14.46% 22 Cen Gen & Other Chemicals 34,000 34,000 34,000 no base 23 Lab Chem & Supplies 100,000 152,458 386,400 286,400 233,942 153.45% 24 Tools 50,000 76,229 120,700 70,700 44,471 58.34% 25 Solvents, Paints, Janitor Sup 125,000 190,572 43,950 (81,050) (146,622) (76.94%) 26 Other Operating Supplies 130,000 198, 195 146,710 16,710 (51,485) (25.98%) 27 Contractual Services 28 Groundskeeping ( & Janitor '00) 30,000 45,737 410,000 380,000 364,263 796.42% 29 Outside Lab Services 50,000 76,229 248,200 198,200 171,971 225.60% 30 Waste Hauling & Gate Fees 980,000 1,494,084 5,000,000 4 ,020,000 3,505,916 234.65% 31 Grit & Sludge Removal 900,000 1,372,118 467, 100 (432,900) (905,018) (65.96%) 32 Oxygen Plant Operations 295,000 295,000 295,000 no base 33 Other Contractual Services 204,000 311,013 801 ,400 597,400 490,387 157.67% 34 Professional Services 35 Legal 105,000 160,080 420,000 315,000 259,920 162.37% 36 Audit & Accounting 25,000 38,114 45,500 20,500 7,386 19.38% 37 Engineering 30,000 45,737 277,500 247,500 231,763 506.73% 38 Plant Security 195,000 195,000 195,000 no base 39 Other Professional Services 55,000 83,852 1,047,500 992,500 963,648 1149.23% 40 Printing & Publications 41 In-House Reproduction 60,000 91,475 254,300 194,300 162,825 178.00% 42 Outside Printing 33,000 50,311 59,450 26,450 9,139 18.17% 43 Photo Processing 10,000 15,246 30,600 20,600 15,354 100.71% 44 Notices & Ads 25,000 38, 114 7,950 (17,050) (30, 164) (79.14%) G:\excel.dta\fin\21 O\streed\comp with 1986 8:53AM 06/09/2000 Page 2 of 2 Budget Comparisons Two years with similar total flows 1985-86 vs. 2000-01 Line Item Account Comparisons 1985-86 1985-86 Adj'd 2000-01 2000-01 Increase Over % Iner Adopted for CPI chng Proposed 1985-86 1985-86 1985-86 Budget 170.6 / 111.9 Budget Budget CPI Budg CPI Budg 45 Rents & Leases 46 Outside Equipment Rent 65,000 99,097 146,180 81, 180 47,083 47.51% 47 District Equipment 75,000 114,343 322,000 247,000 207,657 181.61% 48 Repairs & Maintenance 49 Materials, Services, Supplies 1,750,000 2,668,007 3,904,050 2, 154,050 1,236,043 46.33% 50 Service Contracts 40,000 60,983 1,383,450 1,343,450 1,322,467 2168.58% 51 Research & Monitoring 52 Ocean Sample 1,500,000 2,286,863 10,000 (1,490,000) (2,276,863) (99.56%) 53 Ocean Research 165,000 251,555 550,500 385,500 298,945 118.84% 54 Industrial Waste Research 10,000 15,246 (10,000) (15,246) (100.00%) 55 Operational Research 15,000 22,869 (15,000) (22,869) (100.00%) 56 Environmental Research 1,500,000 1,500,000 1,500,000 no base 57 Air Quality Monitoring 75,000 75,000 75,000 n o base 58 Travel, Meetings & Training 55,000 83,852 901,850 846,850 817,998 975.53% 59 Utilities 60 Diesel for Generators 225,000 343,029 11 ,000 (214,000) (332,029) (96.79%) 61 Power 4,500,000 6,860,590 921,500 (3,578,500) (5,939,090) (86.57%) 62 Natural Gas 620,000 945,237 1,130,000 510,000 184,763 19.55% 63 Telephone 70,000 106,720 251,850 181,850 145,130 135.99% 64 Water 65,000 99,097 830,900 765,900 731,803 738.47% 65 Other Expenses 66 Freight 30,000 45,737 52,560 22,560 6,823 14.92% 67 General 80,000 121,966 169,000 89,000 47,034 38.56% 68 AQMD Fees 120,000 120,000 120,000 no base 69 Prior Years Exp/ Reappropriations 50,000 76,229 220,000 170,000 143,771 188.60% 70 General Manager's Contingency 340,000 340,000 340,000 no base 71 Uncollectable Accounts 2,000 3,049 (2,000) {3,049) (100.00%) 72 Non-Operating Expenses 5,000 7,623 44,250 39,250 36,627 480.49% 73 Total Materials, Supplies & Serv 16,778,000 25,579,328 29,109,550 12,331,550 3,530,222 13.80% 74 Total Gross Jt Oper Expenses 30,359,000 46,284,588 70,397,250 40,038,250 24,112,662 52.10% 75 Charge Outs and Cost Allee (2,686,000) (4,095,010) (19,906,600) (17,220,600) (15,811 ,590) 386.12% 76 Revenues (898,000) (1 ,369,069) (4,490,650) (3,592,650) (3,121,581) 228.01% 77 Net Joint Operating Expenses 26,775,000 40,820,509 46,000,000 19,225,000 5,179,491 12.69% Cost per Million Gallons 304 464 514 50 10.85% Cost per Employee: Salaries & Wages 26,638 40,612 68,313 27,701 68.21% Employee Benefits 7,229 11,022 12,643 1,621 14.71% Other Expenses 41 ,840 63,789 57,078 (6,711) (10.52%) Total 75;708 115,423 138,034 22,611 19.59% G:\excel.dta\fin\21 O\streed\comp with 1986 8:53 AM FAHR COMMITTEE Meeting Date To Bd. of Dir. 06/14/00 06/28/00 AGENDA REPORT Item Number Item Number Orange County Sanitation District FROM: Gary Streed, Director of Finance Originator: Steve Kozak, Financial Manager SUBJECT: TREASURER'S REPORT FOR THE MONTH OF MAY 2000 GENERAL MANAGER'S RECOMMENDATION Receive and file Treasurer's Report for the month of May 2000. SUMMARY Pacific Investment Management Co. (PIMCO), serves as the District's professional external money manager, and Mellon Trust serves as the District's third-party custodian bank for the investment program. The District's Investment Policy, adopted by the Board, includes reporting requirements as listed down the left most column of the attached PIMCO Monthly Report for the "Liquid Operating Monies" and for the "Long-Term Operating Monies" portfolios. The District's external money manager is operating in compliance with the requirements of the District's Investment Policy. The District's portfolio contains no reverse repurchase agreements. Historical cost and current market values are shown as estimated by both PIMCO and Mellon Trust. The District's portfolios are priced to market ("mark-to-market") as of the last day of each reporting period. The slight differences in value are related to minor variations in pricing assumptions by the valuation sources at the estimate date. PROJECT/CONTRACT COST SUMMARY None. BUDGET IMPACT D This item has been budgeted. D This item has been budgeted, but there are insufficient funds. D This item has not been budgeted. ~ Not applicable (information item) llradon1Da1a11wp.dlalfinl2101cranelFAHRIFahr2000\Jun\Treasurer's RepOrt ·June.doc Revised: 6/20198 Page 1 ADDITIONAL INFORMATION Schedules are attached summarizing the detail for both the short-term and long-term investment portfolios for the reporting period. In addition, a consolidated report of posted investment portfolio transactions for the month is attached. The attached yield analysis report is presented as a monitoring and reporting enhancement. In this report, yield calculations based on book values and market values are shown for individual holdings, as well as for each portfolio. Mellon Trust, the District's custodian bank, is the source for these reports. Transactions that were pending settlement at month end may not be reflected. These reports accurately reflect all District investments and are in compliance with California Government Code Section 53646 and the District's Investment Policy. Sufficient liquidity and anticipated revenues are available to meet budgeted expenditures for the next six months. On May 19, the sum of $13 million was received from the Orange County Tax Collector's property tax allocation cycle, and was deposited in the District's Liquid Operating Monies portfolio for investment. The table below details the book balances of the District's funds at month-end. A graphical representation of month-end balances is shown by the attached bar chart. Funds/Accounts State of Calif. LAIF Union Bank Checking Account Union Bank Overnight Repurchase Agreement PIMCO -Short-term Portfolio PIMCO -Long-term Portfolio District 11 GO Bond Fund 921 Debt Service Reserves@ Trustees Petty Cash TOTAL ALTERNATIVES None. CEQA FINDINGS None. ATTACHMENTS 1. Monthly Investment Reports 2. Monthly Transaction Report llradoo\data1\wp.dta\fin\210\crane\FAHR\Fahr2000\Jun\Treasure(s Report -June, doc Revised: 8120198 Book Balances Estimated May 31, 2000 Yield(%) $ 23,321,844 6.2 883,538 -- 2,422,000 5.6 32,875,042 6.0 349,532,557 5.3 2,044 5.9 32,157,723 6.7 8,000 -- $441,202,748 Page 2 Prepared by Finance, 06/12/2000, 9:58 AM Monthly Treasurer's Report District Fund Balances $450,000,000 -r-----------------------------------. $400,000,000 r------------~~y---~~~---~~~--~ $350,000,000 -- $150,000,000 +--tl00<."X)(]l----b(X'X)()<1-----IX..X)000------f'X'L':~----000<X*----O<X>C>04----I $100' 000' 000 +--tl00<."X)(]l-----tx'XX)()<1-----IX..X)OCXJ-----f'X'L':~----0000<*----0<X)C>Of---I $50, 000, 000 ~--t>60~]----1>666<'.'.X1------PQQ'.~l----~'>66.~----(><X>004-----0000<:>4-~ Dec, 99 Jan, 00 Feb,00 eJ PIMCO -Long-term ~Debt Service Reserves ra Bank Accts 1i!1 Dist 11 GO Bond Fund G:\excel.dta\fin\2220\geggi\Finance\monthly treasurers report Mar, oo Ill PIMCO -Short-term Cll LAIF DPetty Cash Apr, 00 May, 00 MONTHLY REPORT ORANGE COUNTY SANITATION DISTRICT INVESTMENT MANAGEMENT PROGRAM PIMCO'S PERFORMANCE MONITORING & REPORTING (for the month ending 31 May2000) Liquid Operating Monies (603) 15.1.1 PORTFOLIO COST AND MARKET VALUE Current Market Value Estimate: • PIM CO • Mellon Historical Cost: • PIM CO • Mellon 15.l.2 MODIFIED DURATION Of Portfolio: Oflndex: 15.1.3 1 % INTEREST RA TE CHANGE Dollar Impact (gain/loss) of l % Change: 15.1.4 REVERSE REPOS % of Portfolio in Reverse Repos: (see attached schedule) 15.1.5 PORTFOLIO MATURITY % of Portfolio Maturing within 90 days: 15.1.6 PORTFOLIO QUALITY Average Portfolio Credit Quality: 15.1.7 SECURITIES BELOW "A" RATING % of Portfolio Below "A": 15.1.8 INVESTMENT POLICY COMPLIANCE "In Compliance" 15.1.9 PORTFOLIO PERFORMANCE Total Rate of Return(%) by Period: 1 Month: 3 Months: 12 Months: Year-to-Date: Commentary $32,871,033 $32,875,042 $32,904,880 $32,904,670 0.27 0.20 $89,413 0% 62% "AA+" See Note See Note Portfolio 0.52 1.53 5.75 2.58 Interest rates at the short-end of the yield curve fell io May (three-month T-Bills down 20 basis points to 5.61 %), while the long-end posted increases (30-year Treasuries up 4 b:isls points to 6.00%) • The Liquid portfolio outperfom1ed its benchmark by 3 basis points in May. PIMC<>"s emphasis on con1111ercinl paper slightly enhanced returns. • NOTE. On March 31 u, S&P down&radcd Finvoa Capital Corp from A· to BBB+ with n Stable Outlook. dut to the pnnint company's (Finovn Group, Inc) iU1111>un,ement of n spccinl nccounting chorg,c to eomi11gs. A Fl nova Cupital Coqmrate Nute, $4 75,000 par amount, 6.375% coupon. maturing on October IS, 2000, IS held in the Liquid 01Nrntlng Monies portfolio The note comprises about 2 4% of the nearly $20 million portfolio. PIMCO's credit team has anntyzcd the Finovn credit und reported on April 27'h: "Our credit 1erun is so1isfic:d to ti lnrgc degree that there is uot a systemic problem with the Company's loan hook. Our recommcndalion is that we continue to hold this se~urity." The FAHR Commiltce concurred with this recommendation at their May l 0, 1000 meeting. H:I.. V"lNANCEI !REVISED UQOSOO.RPT Index 0.49 1.44 5.21 2.32 MONTHLY REPORT ORANGE COUNTY SANITATION DISTRICT INVESTMENT MANAGEMENT PROGRAM PIMCO'S PERFORMANCE MONITORING & REPORTING (for the month ending 3 I May 2000) Lo11g-Term Operati11g Monies (203) 15.J.1 PORTFOLIO COST AND MARKET VALUE Current Market Value Estimate: • PIM CO • Mellon Historical Cost: • PIM CO • Mellon 15.1.2 MODIFIED DURATION Of Portfolio: Of Index: 15.1.3 1 % INTEREST RATE CHANGE Dollar Impact (gain/loss) of I% Change: 15.1.4 REVERSE REPOS % of Portfolio in Reverse Repos: (see attached schedule) 15.1.5 PORTFOLIO MATURITY % of Portfolio Maturing within 90 days: 15.1.6 PORTFOLIO QUALITY Average Portfolio Credit Quality: 15.1.7 SECURITIES BELOW "A'' RATING % of Portfolio Below "A": 15.1.8 INVESTMENT POLICY COMPLIANCE "In Compliance" 15.1.9 PORTFOLIO PERFORMANCE Total Rate of Return(%) by Period: I Month: 3 Months: 12 Months: Year-to-Date: Commentary $349,366,952 $349,532,557 $351,644,731 $352,937,072 2.07 2.22 $7,318,667 0% 40% "AA+" 0% Yes Portfolio Index 0.31 0.30 1.57 1.14 4.21 3.50 2.21 1.64 • WhiJe short-end yields (I-year and less) fell during May (90-day T-Bills down 20 bosrs points 10 5,61°~). yields on longer maturities also declined slightly (5-yearTreasury Notes down 2 bosis points to 6.52%}. The Long-Term portfolio outperformed its benchmark by I basis points in May. PfMCO's decision LO underweight corporate notes added slightly to portfolio returns, as corporates underperformed other sectors. PIMCO's emphasis on mortgage securities added to relative returns. H:I IF/NANCE:ll/Oi Vl£VISFD L-TOJOO./li'T @ ORANGE COUNTY SANITATION DISTRICT PAGE: I BASE: USD NET ASSET SECTOR SUMMARY OCSF075/J 102 31-MAY-2000 FINAL I IQlllD OPER-f'JMCO %OF UNREALIZED PORTFOLIO DISTRIBUTION COST MARKET VALUE TOTAL GAlN/LOSS CASH & CASH EQUIVALENTS UNITED STATES COMMERCIAL PAPER-DISCOUNT 4,848,821 .50 4,848,821.50 14.64% 0.00 FEDERAL HOME LOAN MORTGAGE -LESS 4,949,916.94 4.949,916.94 14.95% 0.00 FNMA ISSUES -LESS THAN !YR 2,289,048.74 2,290,235.77 6.92% 1,187.03 FED HM LOAN BNK -LESS THAN I YR 6,556,504.30 6,556,504.30 19.80% 0.00 MUTUAL FUNDS 146,353.81 146,353.81 0.44% 0.00 TOT AL UNJTED STATES 18, 790.645.29 18,791.832.32 56,74% l,187.03 TOTAL CASB & CASH EQUIVALENTS 18, 790,645.29 LS, 791,832.32 56.74 % J,187.03 FIXED INCOME SECURlTlES UNITED STATES U.S. GOVERNMENTS 6,526, 78 1.25 6,538,092.00 19.74% ] 1,310.75 ABS: CAR LOAN 905,9JJ.OO 899,667.00 2.72% -6,246.00 BANK.ING & FINANCE 3.644,885.30 3,634,845.85 10.98% -10,039.45 INDUSTRIAL 2,028,520.00 2,009,820.00 6.07% -18, 700.00 UTILITY -GAS 495,845.00 495,445.00 1.50% -400.00 UTfLITY -TELEPHONE 512,080.00 505,340.00 l.53% -6,740.00 TOT AL UNITED ST ATES 14,11 4,024.SS 14,083,209.85 42.53% -30,814.70 TOTAL FIXED INCOME SECURITIES 14,114,024.55 14,083,209.85 42.53% -30,814.70 OTHER PORTFOLIO ASSETS PAY ABLES/RECEIVABLES 241,991.53 241,991.53 Oc73% 0.00 TOTAL 241,991.53 241 ,991.53 0.73% 0.00 TOT AL OTHER PORTFOLIO ASSETS 241,991.53 241.991.53 0.73% 0.00 NET PORTFOLIO ASSETS 33,146,661.37 33,117,033.70 100.00% -29,627.67 / 2-J1111·lOOO 10:22:20 Executive Workbench @ ORANGE COUNTY SANITATION DISTRICT PAGE'. BASE: USD NET ASSET SECTOR SUMMARY OCSF07522202 31-MAY-2000 FINAL LONG TERM OPER-PIMCO %OF UNREALIZED PORTFOLIO DISTRIBUllON COST MARKET VALUE TOTAL GAlN/LOSS CASH & CASlI EQUIVALENTS RECEIVABLES 51,036,25 51,036.25 0.01% 0.00 PAYABLES -27,420, 156.25 -27,420,156.25 -7,75% 0 00 TOTAL -27,369,120.00 -27,369, 120.00 -7.74% 0.00 UNITED STA TES COMMERCIAL PAPER -D1SCOUNT 48,083,347.10 48,083,347.10 13.59% 0.00 FEDERAL HOME LOAN MORTGAGE -LESS 2,673,409.50 2,673,409.50 0.76% 0.00 FNMA ISSUES -LESS THAN lYR 6,818,176.22 6,818, t 76.22 1.93% 0.00 BSDT RESERVE DEPOSIT ACCOUNTS 31,740.00 31,740.00 0.01% 0.00 MUTUAL FUNDS 433,316.11 433,316.11 0.12% 0,00 TOTAL UNITED STATES 58,039,9,88.93 58,039,988.93 16.41% 0.00 TOT A;L CASH & CASH EQUIVALENTS 30,670,868.93 30,670,868.93 8.67% 0.00 FIXED lNCOME SECURITIES UNITED STATES U.S. GOVERNMENTS 98,918,752.17 98,220,880.38 27.77% -697,871.79 U.S. AGENCIES 56,366,226.47 55,285, 182.11 15.63% -1,081,044.36 GNMA SINGLE FAMILY POOLS 25,422,656.25 25,782,040.00 7.29% 359,383.75 GNMA MULTIFAMILY POOLS 14,498,611.93 14,362,535.13 4.06% -136,076.80 FHLMCPOOLS 8,875,097.70 8,653,838.72 2.45% -221,258.98 FHLMC MULTlCLASS 7' 725,563 .83 7,500,040.62 2.12% -225,523.21 ASSET BACKED SECURITIES 31,443.56 31,364.96 0.01% -78.60 ABS: HOME EQUITY 327,443.78 325,701.78 0.09% -1,742.00 OTHER GOVERNMENT OB LT GA HONS 2,667,485.38 2,658,365.50 0.75% -9.119.88 MUTUAL FUNDS 1,000,000.00 987,850.00 0.28% -12,150.00 BANKING & FINANCE 76,413,398.3 J 75,858,083.88 21.45% -555,314.43 INDUSTRIAL 7,126,189.00 6,760,657.15 L91% -365.531.85 UTILITY -ELECTRIC 8,096,080.00 7,842,440.00 2.22% -253,640.00 UTILITY -GAS 7,300,000.00 7,294,233.00 2.06% -5,767.00 UTILITY -TELEPHONE 7,497,255.00 7,298,475.00 2.06% -198,780.00 TOT AL UNITED ST A TES 322,266,203.38 318,861,688.23 90.15% -3,404,515.15 12-Jun-2000 10:23:./8 Executive Workbench II OCSF07522202 LONG TERM OPER-PIMCO PORTFOLIO DISTRIBUTION TOTAL FlXED INCOME SECURITIES OTHER PORTFOLIO ASSETS PAYABLES/RECEIVABLES TOTAL TOTAL OTHER PORTFOLIO ASSETS NET PORTFOLIO ASSETS 12-Jun-2000 10:23:48 ORANGE COUNTY SANITATION DISTRICT NET ASSET SECTOR SUMMARY 31 -MAY-2000 COST MARKET VALUE 322,266,203.38 318,861,688.23 4,160,737.45 4,160,737.45 4,160,737.45 4,160,737.45 4,160,737.45 4,160,737.45 357,097,809.76 353,693,294.61 %OF TOTAL 90.15% Ll8% 1.18% 1.18% 100.00% PAGE: 2 BASE: USD FINAL UNREALIZED GAIN/LOSS -3,404,515.15 0.00 0.00 0.00 -3,404,515.] 5 Executive Workbench YLOANAL YIELD ANALYSIS PAGE l OCSF07511102 2000/05/31 RUN DATE I 06/06/00 DISTRICT: LIQUID OPERATING RUN TIME 10.38.36 PAR VALUE YTM AT CUR.RENT MOODY MARKET TOTAL COST/ % TYPE SECURITY ID SECURITY DESCRIPTION BOO!'\ YIELD S-1' PRICE MARKET VALUE % TOTAL ------------------------------------------~-------------------------------------- CASH & CASH EQUIVALENTS 146,353.81 DREYFUS TREASURY CASH MGMT .ooo 5.991 AAA 100.000 146,353.81 ,77 996085247 AAA 146,353.81 .45 2,soo,000.00 FEDERAL HOME LN MTG CORP DISC 6.082 .ooo P-1 99.063 2,476,569.44 13.17 313396YJ6 MAT 06/20/2000 A-1+ 2,476,569.44 7.53 900,000.00 GENERAL ELEC CAP DISC 6.109 .000 P-1 98.710 888,392.7.5 4. 72 36959HFU6 06/28/2000 888,392.25 2. 70 600,000.00 FEDERAL NATL MTG ASSN DISC NTS 6 .110 .000 P-1 99.025 594, 151.67 3.16 313588YD1 MAT 06/15/99 A-1+ 594,151.67 1. 81 900,000.00 NATIONAL RURALDISC 6.293 .ooo P-1 98.519 886,670.00 4. 71 63743CG56 07/05/2000 886,670.00 2.70 1,600,000.00 FEDERAL HOME LN BK CONS DISC N 6.346 .000 P-1 99. 596 1,593,539.56 8.47 313384YE3 MAT 06/16/2000 A-1+ 1,593,539.56 4.85 2,200,000.00 FEDERAL HOME LN BK CONS DISC 6. 356 .000 P-1 99.596 2,191,102.84 11.65 313384YD5 MAT 06/15/2000 A-1+ 2,191,102.84 6.66 1,000,000.00 FEDERAL HOME LN MTG COIU' DISC 6.418 .ooo P-l 99.257 992,568.33 5.28 313396YT4 MAT 06/29/2000 A-1+ 992,568.33 3.02 sos,000.00 FEDERAL NATL MTG ASSN DISC NT 6.565 .ooo AAA 99.242 499,985.07 2.66 3135118ZH1 MAT 07/13/2000 AAA 501,172.10 1. 52 600,000.00 UBS FIN DEL INC DISC 6.584 .ooo P-1 99.491 596,943.33 3.17 90262CFK8 06/19/2000 596,943.33 1.82 500,000.00 HEINZ H J CO DISC 6.599 .ooo P-1 99 .110 495,549.17 2.63 4i307JGA2 07/10/2000 495,549.17 1. 51 2,809,000,00 FEDERAL NATL MTG ASSN I DISC NTS 6.607 .ooo P-1 98.678 2, 771,861.90 14 .75 3l3588A62 MAT 08/03/2000 A-1+ 2,771,861.90 8.43 1,100,000.00 BECTON DI CKINSON DISC 6.629 .000 P-1 99.106 1,090,163 .25 5.80 07588RGA7 07/10/2000 I 1 ,090,163.25 3. 32 900,000.00 GOLDMAN SACHS LP orsc 6.656 .000 P-1 99.012 891, 103.50 4. 74 38142TGH2 0717/2000 891,103,50 2.71 YLDANAL YIELD ANALYSIS PAGE 2 OCSF07511102 2000/05/31 RUN DATE 06/06/00 DISTRICT: LIQUID OPER,A1'ING RUN TIME 10.38.36 =====~========= ==-=-==-==~ PAR VALUE YTM AT CURRENT MOODY MARKET TOTAL COST/ % TYPE SECURITY ID SECURITY DESCRIPTION BOOK YIELD S-P PRICE MJ\.IU\ET VALUE % TOTAL --~---------------------------------------------------------------------________ ,..._ 1,200,000.00 FEDERAL NATL MTG ASSN DISC 6. 665 .. ooo .P-1 99.576 1,194,912.00 6.35 313588YA7 MAT 06/12/2000 A-1+ 1,194,912.00 3.63 1,soo,000.00 FEDERAL HOME LN MTG CRP DISC N 6.676 .ooo P-1 98.119 1,480,779.17 7 .87 313396A45 MAT 08/01/2000 A-1+ l, 480, 779 .17 4.50 ----------------------~---------- TOTAL CASH & CASH EQUIVALENTS 6.219 .091 18,790,645.29 100.00 18,791,832.32 57.16 FIXED lNCOME SECUR1T1ES 6,600,000.00 U S TREASURY NOTES 5.205 4.038 AAA 99.062 6,526,781.25 46.42 91282HT6 04.000\ 10/31/2000 DO 10/31/98 AAA 6,538,092.00 19.89 475,000.00 ASSOCIArES CORP NORTH AMER 6. 296 6.001 AA3 99.988 474,273.25 3.37 046003EL9 6 .000% 06/15/2000 A+ 474, 943. 00 1.44 900,000.00 FORD MTR CR MTN t TR 00538 6.312 7 .023 A2 99.963 905,913.00 6.38 J45402YK1 7.020\ 10/10/2000 DD 10/10/95 A 899,667.00 2. 74 400,000.00 LERMAN BROS HLDGS MTN TR 00252 6.353 6.415 Al 99 ,773 400,216.00 2.83 52517PLkl 6.400% 08/30/2000 DD 09/26/97 A 399,092.00 1. 21 900,000 .00 GENERAL MTRS CORP NTS 6.425 9.52) A2 101. 067 n1,060.oo 6.45 370442AH8 9 .625% 12/01/2000 DD 12/01/90 A 909,603.00 2.77 150,000.00 MORGAN J P & CO MTN SR 00043 6 .430 6 .140 Al 99.750 149,625.00 1. 06 61687YBUO 6.125% 10/02/2000 DD 10/02/97 AA 149,625 .00 .46 600,000.00 SEARS ROEBUCK ACCEP CORP NT 6 .574 6.501 A3 99.987 599,760.00 4.25 812404AE1 6.500\ 06/15/2000 DD 06/13/95 A-599,922.00 1. 82 500,000.00 BURLINGTON RES INC NT 6.578 9 .619 A3 100.059 505,900.00 3.55 122014AB9 9.625% 06/15/2000 DD 06/28/90 A-500,295.00 1.52 soo,000.00 GTE CORP DEB 6.669 9.276 BAAl 101. 068 512,080.00 3.58 362320AQ6 9.375% 12/01/2000 A 505,340.00 1.54 475,000.00 FINOVA CAP CORP 6.820 6.505 BAA2 97.999 473,031.25 3.30 3180741\?8 6.375% 10/15/2000 DD 10/11/95 BBB+ 465,495.25 1.42 175,000.00 CIT GROUP HLDGS MTN t SR 00010 6.862 5.703 Al 98.635 173,383.00 l. 22 12560QAK5 5.625% 02/02/2001 DO 02/02/96 A+ .172,611.25 .53 YLDANAL OCSF07511102 DISTRICT: LIQUID OPERATING PAR VALUE SECURITY ID SECURITY DESCRIPTION ---------------------------· 500,000.00 UGI UTILS INC MTN fTR 00006 90269QAF6 6.170% 03/06/2001 DD 03/06/98 575,000.00 FCC NATL BK DE MTN t TR 00284 30241NMV4 6.375% 03/15/2001 DD 03/14/96 4201000.00 BANI<AMERICA CORP SR NT 066050CJ2 6.650% 05/01/2001 DD 05/01/96 1,0001000.00 DONALDSON LUFKIN & JEN TROOOll 25766CAL8 6.110\ 05/15/2001 OD 05/27/98 TOTAL FIXED INCOME SECURITIES TOTAL YIELD ANALYSIS 2000/05/31 YTM AT CURRENT MOODY MARKET BOOK YIELD S-P PRICE 6.899 6.227 A3 99.089 A- 7.426 6.427 AA2 99.185 AA- 7 .441 6.702 AA2 99.218 A+ 7.530 6.196 A3 98.605 A- ------------- 5.690 5.282 5.954 2.688 PAGE RUN DATE RUN TIME TOTAL COST/ MARKET VALUE 495,845.00 495,445.00 570,262.00 570,313.75 417,034.80 416,715.60 987,060.00 986,050.00 14,114,024.55 14,083,209.85 32,904,669.84 32,875,042.17 = 3 06/06/00 10.38.36 % TYPE % TOTAL 3.51 l.51 4.04 1. 73 2.95 1.2.7 7.00 3.00 100.00 42.85 100.00 100.00 YLDANAL YIELD ANALYSIS PAGE 4 OCSF07522202 2000/05/31 RUN DATE I 06/06/00 DlSTRICT: LONG-TERM OPERATING RUN TIME 10.38.36 PAR VALUE YTM AT CURRENT MOODY MARKET TOTAL COST/ ' TYPE SECURITY IO SECURITY DESCRIPTION DOOK YIELD s -P PRICE MAR.KET VA.LOE ' TOTAL -------------------------------------------------------------------------------------- CASO & CASH EQUIVALENTS 433, 316. ll DREYFUS TREASURY CASH MGMT .ooo 5.991 AAA 100.000 433 ,316.11 .74 996085247 AKA 433,316.11 .ll 31, 740.00 BSDT-LATE MONEY DEPOSIT ACCT .ooo .500 100.000 31,740.00 .05 996087094 31,740.00 .01 4, 400., 000. 00 FEDERAL NATL MTG ASSN DISC NTS 6.029 .000 P-1 98.858 4,349,737.33 7.49 313588YD1 JotA.T 06/15/99 A-1+ 4,349,737.33 1..15 600,000.00 USAA CAP CORP DISC 6.054 .ooo P-1 98.607 591,642.oo l.OJ. 90328AF65 06/06/2000 591,642.00 .16 2,500,000.00 FEDERAL NATL MTG ASSN DISCOUNT 6.056 .ooo P-.l 98.738 2,468,438.89 4.25 313588YL3 MAT 06/22/2000 A-1+ 2,468,438.89 .65 3,300,000.00 PROCTER & GAMBLE DISC 6.086 .000 P-1 98.913 3,264,130.83 5.62 74271RFE2 06/14/2000 3,264,130.83 .87 5,200,000.00 GMAC DISC 6 .087 .ooo P-1 98.797 5,137,451.83 8.85 37042DFU2 06/28/2000 5,137,451.83 1. 36 10,400,000.00 HEINZ H J CO DISC 6.101 .ooo P-1 99.160 10,312,611.11 17.76 42307JF62 06/06/2000 10,312,611.11 2.74 400,000.00 MONSANTO CO DISC 6.157 .000 P-1 98.584 394,334.67 .67 6116611FE4 06/14/2000 394,334.67 .l,O 2,100,000 .00 FEDERAL HOME LN MTG CORP DISC 6.282 .ooo P-1 99.015 2,673,409.50 4 .60 313396YR8 MAT 06/27/2000 A-1+ 2,673,409.50 .71 i,000,000.00 MOTOROLA CR CO DISC 6.297 .000 P-1 99 .253 992,534.72 l. 71 62oonF07 06/13/2000 992,534.72 .26 5 1 600,000.00 ABBOTT LABS DISC 6.5ll .000 P-1 99. 371 5,564,774.44 9.58 00282AFWl 06/30/2000 5,564,774.44 1. 48 6,200,000.00 HEINZ H J co DISC 6.606 .ooo P-1 99.001 6,138,051.67 10.57 42307JGKO 07 /19/2000 6,138,051.67 l.63 1,aoo,000.00 GENERAL ELEC CAP DISC 6 .606 .ooo P-1 99.145 7,733,299.17 13.32 36959HG50 07/05/2000 7,733,299.17 2.05 YLDANAL YIELD ANALYSIS PAGE 5 OCSF07522202 2000/05/31 RUN DATE 06/06/00 DISTRICT: LONG-TERM OPERATING RUN TIME 10.38.36 ~~===·==-====.::.---=~~ --------------------=== PAR VALUE YTM AT CURRENT MOODY MARJ<ET TOTAL COST/ \ TYPE SECURITY IO SECURITY DESCRIPTION BOOK YIELD S-P PRICE MAR.KET VALUE \ TOTAL -------------------------------------------------------------------------- e,000,000.00 UBS FIN DEL INC DISC 7.352 .000 P-1 99.431 7,954,516.66 13.70 90262CFF9 06/15/2000 7,954,516.66 2 .11 -----------------------------~ -----TOTAL CASH & CASH EQUIVALENTS 6.075 .113 58,039,988.93 100.00 58,039,988.93 15.39 FIXED INCOME SECURITIES 328,434 .20 FHLMC GROUP J78-6064 .ooo 6.447 AAA 99.016 320,428.62 .10 31348SWZ3 6.384\ 01/01/2028 DD 12/01/97 AAA 325,202.41 .09 1,250,123.41 Gm.IA II POOL #0080395 .ooo 6.609 AAA 98.344 1,238,794.16 .38 3622SCNMA 6.500% 04/20/2030 DD 04/01/00 AAA 1,229,418.24 .33 10,001,000.00 GNMA II POOL J080408X .ooo 6.609 AAA 98.344 9,899,427.34 3.08 36225CN28 6 .500% 05/20/2030 DD 05/01/00 AAA 9,835,358.44 2 .61 8,758,092.00 US TREASURY INFLATION INDEX NT 3. 716 3 .655 AAA 99 .172 8,728,672.19 2.72 9128273A8 3.625% 07/15/2002 DD 07/15/97 AAA 8,685,575.00 2.30 24,831,950.00 US TREASURY INFLATION INDEX NT 3.825 3,543 A.AA 95.250 23,985,126.16 7.41 9128272M3 3 .375% 01/15/2007 DD Ol/l.5/97 AAA 23,652,432.38 6.28 1,016,700.00 US TREASURY I NFLATION INDEX NT 4 .337 4.225 AAA 100.594 1,009,620.00 .32 9128275WB 4.250i00\/15/2010 DD 01/15/00 AAA 1,022,739.20 .27 1,865,856.90 SALOMON SMITH BARNEY BLDGS INF 4 .613 3.727 AA3 97,944 1,831,956.11 .57 79549BBG1 3.650% 02/14/2002 DD 02/14/97 A 1,827,494.88 .48 2,100,000.00 U S TREASURY NOTES 5 .117 6.410 "AAA 99.453 2,167,321.15 .65 912827ZS4 06.375% 09/30/2001 DD 09/30/96 AAA 2,088,513.00 .SS 4,000,000.00 MORGAN STANLEY MTN iTR 00299 I 5.480 5.463 AA3 99.937 3,997,788.00 1.25 61745ENL1 FLTG RT 04/15/2002 DD 04/15/99 A+ 3,997,480.00 1. 06 l,SOo,000.00 ASSOCIATES CORP N A SR NTS 5.650 6 .658 AAJ 97.621 l,543,215.00 .45 046003HY8 6.500% 07/15/2002 DD 07 /11/97 A+ 1,464,315.00 .39 I 3,950,000 .00 GMAC NTS 5.752 6 .835 A2 l.00.38tr 3,918,768.50 1..24 370425QVS FLTG RT 08/18/2003 DD 08/17/98 A 3,965,326.00 1.05 l ,000,000.00 BELLER FINANCIAL INC NTS 5.760 5,929 A3 96.980 999,730.00 .30 42333HKJO 5.750% 09/25/2001 DD 09/25/98 A-969,800.00 .26 YLDANAL YIELD ANALYSIS PAGE 6 OCSF07522202 2000/05/31. RON DATE 06/06/00 DISTRICT: LONG-TERM OPERATING RUN TIM.E 10.38.36 -=:==-=-===========-===--= PAR VALUE YTM AT CURRENT MOODY MARKET TOTAL COST/ % TYPE SECURITY ID SECURITY DESCRll'TION BOOK YIELD S-P PRICE MARKET VALUE % TOTAT. ----------------------------------------------------------------------------------- 1,000,000.00 HOUSEHOLD FIN MTN SR #00570 5. 775 5.697 A2 100.823 999,188.90 .31 44181KZT4 FLTG RT 08/01/2001 DD 09/04/98 A 1,008,230.00 .27 2,0051000.00 SEARS ROEBUCl< ACCEP CORP MTN 5.804 6.788 AJ 96.343 2,060,739.00 .60 81240QGW6 6,540% 02/20/2003 DD 02/20/97 A-1,931,677.15 .51 23,430,000.00 U S TREASURY NOTES 5.807 5.710 AAA 98.516 23, 351,289 .85 7. 23 9128275Ql 05.625% 09/30/2001 DD 09/30/99 AAA 23,082,298.80 6.12 5,000,000.00 U S TREASURY NOTES 5 .811 6.304 AAA 99.141 51 086 1402.25 1. 55 9128272L5 06.250% 02/28/2002 DD 02/28/97 AAA 4 1957 1oso.oo 1.32 3,000,000.00 SEARS ROEBUCK ACCEP CORP MTN 5.049 6,807 A3 97.406 3,073,170.vO .91 01240QJA1 6 .630% 07/09/2002 DD 07/09/97 A-2,922,180.00 .78 2,000,000.00 BANKERS TR NY CORl' GLOBAL NT 5.881 5.763 Al 100. 558 1,992,800.00 .63 066365DW4 FLTG RT 05/11/2003 DD 05/11/98 A-2,011,160.00 .53 373,540.95 FHLMC MULTICL MTG P/C 1574 E 5.912 5 ~933 99. 4 37 373,015.65 .11 3l33T02D5 5.900% 06/15/2017 371,437 .91 .10 151 000,000.00 FEDERAL NATL MTG ASSN MTN 5.981 5 .,918 AAA 98.344 14,955,300.00 4.62 31364G2VO 5 .820% 07/19/2001 OD 07/19/99 AAA 14,751,600.00 3.91 2,500,000 .00 MERRILL LYNCH NOTES 5.995 6.401 AA3 98.359 2,526,725.00 .77 59018SXP4 6.375~ 10/01/2001 DD 10/03/97 AA-2,458,975.00 .65 11 500,000.00 SELI.SOUTH TELECOMMUNICATIONS 6.010 6.166 AA2 97 .313 7,497,255.00 2.28 079867AX5 6.000% 06/15/2002 DD 06/15/98 AAA 7, 298, 475.00 1. 94 2,673,228.65 STUDENT LN MKTG ASSN 98-2 Al 6.026 6 .520 AAA 99.444 2 ,667,485.38 .83 78442GBA3 FLTG RT 04/25/2007 DD 06/18/98 AAA 2,658,365.50 .n 12,500,000.00 FEDERAL HOME LN MTG CORP DEBS 6.062 6.076 AAA 98. 750 12,485,625.00 J.87 3134A3ZM1 6.000% 07/20/2001 DD 07/20/99 AAA 12,343,750.00 3 .29 2,000,000.00 BANKBOSTON CORP SR NTS 6.133 6.312 1\2 97.040 1,999,600.00 .60 06605TAL6 6.125% 03/15/2002 DO 03/12/99 A 1,940,800.00 .51 3,500,000.00 CHRYSLER FINL I.LC MTN fTR00615 6.154 6 .144 Al 100.000 3,498,635.00 1.09 17120QZ00 FLTG RT 08/08/2002 DD 04/08/98 A+ 3;500,000.00 .93 1,700,000.00 MORGAN STANLEY MTN #TR 00311 6.180 6.312 AA3 99.921 1,699,517.20 .53 61745ENY3 FLTG RT 01/28/2002 OD Ol/27 /00 A+ 1,698,657.00 . 45 i'LDANAL YIELD ANALYSIS PAGE 7 OCSF07522202 2000/05/31 RUN DATE 06/06/00 DISTRICT: LONG-TERM OPERATING RUN TIME 10.38.36 ===--== == ~~=--·-- PAR VALUE YTM AT CURRENT MOODY MARKET TOTAL COST/ % TYPE SECURITY ID SECURITY DESCRIPTION BOOK YIELD S-P PRICE MARKET VALUE i TOTAL ------------------------------------------------------------------------~------------ 31,443.57 FIFTH TBIRD BK AUTO TR 96A CI.A 6.200 6.216 AAA 99 .750 31,443.56 .00 31677EAA4 6.200% 09/01/2001 DD 03/15/96 31 ,364.96 .01 l.,000 ,000.00 POPULAR tNC MTN #TR 00004 6.201 6.276 A3 98.795 1,000,000.00 .30 73317PAD1 6.200% 04/30/2001 DD 04/21/99 BBB+ 987,850.00 .26 2,408, 351..00 FHLMC MULTICr.ASS CTF 2146 QT 6.207 6 .210 AAA 96.625 2,365,828.56 . 72 3133TKKU3 6.000% 11/15/2011 A.l\A 2,327,069.15 .62 2,000,000.00 FORD MTR CR CO TERM ENHANCED 6. 221 6 .215 A2 99.921 1,998,613.60 .62 3453.97SC8 FLTG RT 08/27/2006 DD 08/27/98 A 1,998,420.00 .53 3,000,000.00 CONSOLIDATED EDISON N Y DEBS 6 .271 6.181 Al 100.005 2,994,300.00 .94 209111CU5 FLTG RT 06/15/2002 DD 06/20/97 A+ 3,000,150.00 .so 21,500,000.00 COMMIT TO PUR GNMA SF MTG 6.286 6.950 AAA 93.531 19,817,197.50 6.30 01N062664 6 .500% 06/15/2030 AAA 20,109,165.00 5 .34 327,443.79 GREEN TREE CORP 99-D CL A-1 6.290 6.324 AAA 99.468 327,443.78 .10 3935052Y7 6.290\ 10/15/2013 DD 08/26/99 AAA 325, 701. 78 .09 41500 1000.00 FEDERAL NATL MTG ASSN MTN 6.291 6.347 AAA 98.156 4,488,705 .00 l. 38 31364CXVS 6.230% 03/01/2002 DO 03/03/97 AAA 4,417,020.00 1.17 3,000,000.00 HELLER FINL MTN jTR 00246 6.300 6.345 A3 99.296 3,000,000.00 .93 42333HLF7 FLTG RT 04/28/2003 DD 04/27/99 A-2,978,880.00 • 79 3 ,000,000.00 GENERAL MTRS ACCEP *TR 00562 6.303 6.270 A2 .99.828 2,996,430.00 .93 37042WZKO FLTG RT 02/14/2003 DD 02/14/00 A 2,994,840.00 .79 2,982,569.68 FBLMC MULTICLASS CTF E3 A 6.316 6.352 AM 97.855 2,985,931.62 .91 3133TCE95 VAR RT 08/15/2032 AAA 2,918,593.56 .77 2,660,233.66 GNMA GTD REMIC TR 2000-9 FH 6 .320 6.313 AAA 100.114 2,660,233.66 .83 3837H4NX9 VAR RT 02/16/2030 AAA 2,663,266.33 .71 2,000,000.00 BEAR STEARNS COS INC 6.330 7.007 A2 96.329 2,031,960.00 .60 073902AH1 6.750% 04/15/2003 A 1,926,580.00 .51 3,000,000.00 FORD MTR CR CO GLOBAL LANDMARK 6.350 6.361 A2 99.828 3,ooo,ooo.co .93 345397SRS FLTG RT 03/17/2003 OD 03/16/00 A 2,994,840 .00 .79 2,000,000.00 FORD MTR CR CO GLOBAL NTS 6.351 6 .869 A2 99.656 1,992,580.00 .62 345397RV7 FLTG RT 02/13/2003 DD 02/13/98 NR 1,993,120.00 .53 YLDANAL YJ:ELO ANALYSIS PAGE 8 OCSF07522202 2000/05/31 RUN DATE 06/06/00 UISTRICT: LONG-TERM OPERATING RUN TIME 10.38.36 -======:=-== -----=== PAR VALUE YTM AT CURRENT MOODY MAR.l<ET TOTAL COST/ % TYPE SECURITY ID SECURITY DESCRIPTION .BOOK YIELD S-P PRICE MARKET VALUE % TOTAL ~------------------------------------------------------------------------------- 3,000,000.00 GMAC MTN FLTG RT 6.389 6.524 A2 100,359 3,010,830.00 .94 37042WVR9 12/17 /2001 DD 12/15/98 A 3,010,770.00 .80 4,000,000.00 HOUSEHOLD FIN CO M.TN 6.440 6.384 A2 100.882 4,000,000.00 1. 26 44181KZA5 FLTG RT 06/24/2003 DD 06/24/98 A 4,035,280.00 1. 07 2,000,000.00 FHLMC MULTlCLASS CTF Tll A6 6 .496 6 .904 AAA 94 .14/ 2,000,000.00 .59 3133TDPV2 6.500% 09/25/2018 AAA 1,882,940.00 .so 2,000,000.00 HELLER FINANCIAL INC NTS 6.507 6.458 Al 100.759 2,000,000.00 .63 423328BK8 FLTG RT 06/25/2001 DD 06/25/99 A-2,015,180.00 .53 2,434,651.24 FBLMC MULTICLASS CTF SER 1620Z 6.520 7. 511 AAA 79. 878 2,278,511.30 .60 3133Tl7A4 6.000% 11/15/2023 DO 11/01/93 AAA 1 ,944,739.27 .52 6,250,000.00 COMMIT TO PUR GNMA SF MTG 6.549 6.610 AAA 90.766 5,605,468.75 l. 77 01N060668 6.000% 06/15/2029 AAA 5,672,875.00 1.51 21,400,000.00 U S TREASURY NOTES 6.607 6.521 AAA 99.672 21,276,109.37 6.68 912827Z62 06.500% 10/15/2006 DD 10/15/96 AAA 21,329,808.00 5.66 5,0001 000.00 S.!\LOMON SB BLOGS MTN 6.625 6,640 AA3 99.781 s,000,000.00 1.56 79548EEE8 FLT<; RT 04/28/2003 DD 04/28/00 4,989,050.00 1.32 8,423,058.80 FHLMC GROUP #G5-0476 6.628 7.079 AAA 98.879 8,554,669.08 2.61 31280DQ55 7.000% 02/01/2003 OD 02/01_/98 AAA 8,328,636.31 2.21 2,J00,000.00 LEHMAN BROS HLDGS MTN TR 00333 6.672 7.107 A3 101.169 2,322,379.00 .72 52517PPW5 FLTG RT 04/01/2002 DD 03/29/99 A 2,326,887.00 .62 s,000,000.00 LEHMAN BROS HLDGS MTN 6.674 6 .668 A3 100.093 s,000,000.00 1.56 52517PQQ7 FLTG RT 12/1 2/2002 OD 12 /07 /99 A 510041 650.00 l. 33 1,891,527.58 GNMA I I POOL t080088M 6.705 6.369 AAA 100.094 1,932,904.75 .59 36225CC20 VAR RT 06/20/2027 DD 06/01/97 AAA 1,893,305.62 .so 10,500,000.00 FEDERAL HOME LN MTG CORP DEBS 6. 711 6. 571 AAA 95.875 10,323,075.00 3.15 3134A3TCO 6.300% 06/01/2004 DD 06/01/99 AAA 10,066,875.00 2.67 2,000,000.00 MARSH & MCLENNAN COS INC SR NT 6.717 6.949 A2 95.3~0 l,992 I 280. 00 .59 571748AB8 6.625% 06/15/2004 OD 06 /14/9!1 AA-l,9061aoo.oo .51 3,000,000.00 FORD MTR CR CO GLOBAL LANDMARI< 6 .739 7 .003 A2 95.668 2,995,080.00 .90 345397SJ3 6.700% 07/16/2004 DO 07/16/99 A+ 2,870,040.00 • 76 YLDANAL YIELD ANALYSI S PAGE 9 0CSF0752i202 2000/05/31 R\JN DATE 06/06/00 DISTRICT: LONG-l'.E.R.M OPE.RATING RUN TI.ME 10.38.36 PAR VALUE YTM AT CURRENT MOODY MARKET TOTAL COST/ \ TYPE SECURITY ID SECURlTY DESCRIPTION BOOR YIELD S-P PRICE MARKET V'ALUE \ TOTAL ---------~---------------------__ _,,_ ___ -------------------------- 900,000.00 FEDERAL HOME LN BK CONS BOS 6 . 777 6.812 AAA 99.094 899,550.00 .27 3133MAQJ1 6.750\ 02/01/2002 DD 02/0l/OO AAA 8l!l,846.00 .24 2,soo,000.00 COUNTRYWIDE HOME LNS INC NT 6.866 7.199 A3 95.153 2,498,400.00 • 74 22237UAB8 6 .850% 06/15/2004 DD 06/24/99 A 2,378,825.00 .63 7,300,000.00 ONEOK INC NEW NT 6.960 6 .966 A2 99.921 7,300,000.00 2.28 68268011J2 FLTG RT 04/24/2002 DD 04/24/00 A 7,294,233.00 l. 94 1,404,228.15 GNMA II POOL #0080023 6.992 7.124 AAA 100 .016 1 ,427,485.68 .44 36225CAZ9 7.125% 12/20/2026 DD 12/01/96 AAA 1,404,452.83 .37 2,000,000.00 GNMA GTD REMIC TR 2000-2 PA 7 .014 7.082 AAA 98.847 1,996,875.00 . 61 3837H3C70 7.000% 12/20/2022 AAA 11976,940.00 .52 1,000,000.00 OLD KENT BK MTN SB 00001 7.084 7, 113 A2 99.593 1,000,000.00 2.18 67982XAA6 VAR RT 11/01/2005 DD 04/28/00 6,971,510.00 1.85 2,100,000.00 FEDBRAt. NATL MTG ASSN DEBS 7. ll3 7 .044 AAA 94.047 2,030,133.00 .61 31359MEY5 6.625% 09/15/2009 DD 09/01/99 AAA 1,974,987.00 .52 2,000,000.00 LONG ISLAND LTG CO DEB 7 ,512 8.807 BAA3 93.103 2,151,250.00 .58 542671CT7 8.200\ 03/15/2023 DD 03/28/93 A-1,862,060.00 .49 1,315,934.42 GREYSTONE SVCNG CORP FHA #95-7 7.564 7 .540 AAA 98.539 1,296,709.44 .40 39810fAE4 7.430\ 06/01/2003 DD 02/29/00 AAA 1,296,709.44 .34 1,000,000.00 FORD MOTOR CR CO NT 7 .582 7,115 A2 94.867 965,170.00 .29 345397GV9 6.750% 05/15/2005 A 948,670.00 .25 975,188.95 WMP/HUNTOON ~AlGE #000-11150 7 .684 7 .667 AAA 97.828 954,009.07 .29 302998GE3 7.500\ 12/0l/2030 DD 10/2 1/99 AAA 954,009.07 .·25 J,000,000.00 PACIFICORP SBCD MTN •TR 00115 7 .709 7.348 A2 99. 341 2,950,530 .00 .93 69512EEU5 7.300% 10/22/2004 DD 10/22/921 A 2,980,230.00 .79 9,600,000.00 U S TREAS1JR.Y BONDS 7 .966 9 .954 AAA 139.609 13, 314, 211. 20 4.20 91281 0DL9 12.500% 08/15/2014 DD 08/15/84 AAA 13,402,464.00 3.56 1,600,000,00 ALLSTATE CORP SR NT 7.967 7 .983 Al 98.6:44 1,59'1,032.00 .49 020002AL5 7.875\ 05/01/2005 DD 05/01/00 A+ 1,578,304.00 .42 2,000,000.00 COMMIT TO PUR GNMA SF MTG 7 .977 7.986 AAA 100 .172 1,997 ,500.00 .62 01N080666 0.000• 06/15/2030 AAA 2,003,440,00 .SJ YLDANAL OCSF07522202 DISTRICT: LONG-TERM OPERATING PAR VALOE SECURITY ID SECURITY DESCRIPTION TOTAL FIXED INCOME SECURITIES TOTAL YIELD ANALYSIS 2000/05/31 ==========---===== YTM AT CURRENT MOODY BOOK YIELD S-P 5.316 5,832 5.337 5.678 MARKET PRICE PAGE RON DATE RUN TIME TOTAL COST/ MAR.KET VALUE 322,266,203.38 318,861,688.23 380,306,192.31 376,901,677 .16 10 06/06/00 10.38.36 \ TYPE % TOTAL 100.00 84.60 100.00 100.00 ORANGE COUNTY SANITATION DISTRICT OCSGOOOJOOOO OCSD-CONSOLJDATED SHARES/PAR SECURITY ID TRANSCODE PORTFOLIO DETAIL 01-MAY-2000-31-MAY-2000 TRANSACTlON DESCRIPTION/ BROKER RECEIPTS AND DISBURSEMENT TRANSACTIONS CASH/SECURlTIES RECEIVED FROM PLAN ADMINISTRATOR LIQUID OPER-PIMCO 0.00 RECD FROM PLAN ADMINISTRATOR NA9123459 ORANGE COUNTY SANITATION CD OTHER ADMINISTRATIVE EXPENSES .UQUlD OPER-PIMCO 0.00 FED WlRE FEES FOR APRIL NA9t23459 cw LONG TERM OPER-PIMCO 0.00 FED WIRE FEES FOR APRIL NA9123459 cw PURCHASES CASH & CASH EQUIVALENTS LONG TERM OPER-PlMCO 1,000,000.00 MOTOROLA CR CO DISC 62007AFD7 06()3/2000 B GOLDMAN SACHS & CO, NY LONG TERM OPER-?IMCO 1,000,000.00 MOTOROLA CR CO DISC 62007AFD7 06/13/2000 FC GOLDMAN SACHS & CO, NY J 2-Jun-2000 10: 13:,/ I TRADE DATE/ SETTLDATEf COMPLDATE l 9-May-2000 I 9-May-2000 04-May-2000 04-May-2000 04-May-2000 04-May-2001) 01-May-2000 0 l-May-2000 Ol-May-2000 01 -May-2000 OJ-May-2000 PAGE· AMOUNT I COST/ GAIN/LOSS 13,000,000.00 0.00 0.00 -4.25 0.00 0.00 -11.05 0.00 0.00 -992,534. 72 992,534.72 0.00 -992,534.72 0.00 0.00 Executive Workbench OCSGOOO 10000 OCSD-CONSOLJDATED SHARES/PAR SECURJTYID TRANSCODE 2, 700,000.00 313396YR8 8 2, 700,000.00 313396YR8 FC 428.52 996087094 8 149,482.88 996085247 B 149,482.88 996085247 FC 1,825.41 996087094 B 1,825.41 996085247 B 12-Jim-2000 10~13:41 II ORANGE COUNTY SANITATION DISTRICT PORTFOLIO DETAIL Ol-MAY-2000 -31-MAY-2000 TRANSACTION DESCRIPTION/ BROKER LONG TERM OPER-PIMCO FEDERAL HOME LN MTG CORP DJS MAT 06/2712000 MORGAN STANLEY & CO INC, NY J.,ONG TERM OPER-PIMCO FEDERAL HOME LN MTG CORP DIS MAT 06/27/2000 MORGAN STANLEY & CO INC. NY LIQUID OPER-PIMCO BSDT-LATE MONEY DEPOSIT ACCT LONG TERM OPER-PIMCO DREYFUS TREASURY CASH MGMT LONG TERM OPER-PIMCO DREYPUS TREASURY CASH MGMT LONG TERM OPER-PTMCO BSDT-LATE MONEY DEPOSIT ACCT LONG TERM OPER-PIMCO DREYFUS TREASURY CASH MGMT TRADE DATE/ SETTLDATE/ COMPLDATE 0 l -May-2000 01-May-2000 01-May-2000 01 -May-2000 Ol-Mny-2000 02-May-2000 02-May-2000 02-May-2000 02-May-2000 02-May-2000 02-May-2000 02-May-2000 02-May-2000 02-May-2000 03-May-2000 03-May-2000 PAGE: 2 AMOUNT/ COST/ GAIN/LOSS -2,673,409.50 2.673,409.50 0.00 -2,673,409.50 0.00 0.00 -428.52 428.52 0.00 -149,482..88 149,482.88 0.00 -149,482.88 0.00 0.00 -1,825.41 1,825.41 0.00 -1,825.41 l,825.41 0.00 Execwive Workbench OCSGOOO I 0000 OCSD-CONSOLIDATED SHARES/PAR SECURITY ID TRANSCODE 428.52 996085247 B 428.52 996085247 FC l,825A1 996085247 FC 21,303.95 996085247 B 21,303.95 996085247 FC 4,500,000.00 313588XP5 B 4,500,000.00 313588XP5 FC I ?-J1111-2000 I 0: I 3:41 ORANGE COUNTY SANITATION DISTRICT PORTFOLIO DETAIL 01-MA Y-2000 -31-MA Y-2000 TRANSACTIO!'i OESCRU'TION/ BROKER I LIQUID OPER-PIMCO DREYFUS TREASURY CASH MGMT LIQUID OPER-PIMCO DREYFUS TREASURY CASH MGMT LONG TERM OPER-PIMCO DREYFUS TREASURY CASH MGMT LONG TERM OPER-PIMCO DREYFUS TREASURY CASH MGMT LONG TERM OPER-PIMCO DREYFUS TREASURY CASH MGMT LONG TERM OPER-PIMCO FEDERAL NA TL MTG ASSN DISC MAT 06/0 I /2000 CREDIT SUISSE FIRST BOSTON C LONG TERM OPER-PIMCO FEDERAL NATL MTG ASSN DISC MAT 06/01/2000 CREDIT SUISSE FIRST BOSTON C TRADE DATE/ SETTLDATE/ COMPLDATE 03-May-2000 03-May-2000 03-May-2000 03-May-2000 03-May-2000 03-May-2000 03-May-2000 03-May-2000 04-May-2000 04-May-2000 04-May-2000 04-May-2000 04-May-2000 04-May-2000 04-May-2000 04-May-2000 04-May-2000 04-May-2000 PAGE. 3 AMOUNT/ COST/ GAIN/LOSS -428.52 428.52 0 00 -428.52 0.00 0.00 -1,825.41 0.00 0.00 -21,303.95 21,303.95 0.00 -21,303.95 0.00 0.00 -4,4 78,685.00 4,478,685.00 0.00 -4,478,685.00 0,00 0.00 Executive W1Jrkbw1ch @ [ ORANGE COUNTY SANITATION DISTRICT PAGE: 4 PORTFOLIO DETAIL OCSGOOO 10000 01 -MAY-2000 -31-MAY-2000 OCSD·CONSOLIDATED SHARES/PAR TRADE DATE/ AMOUNT/ SECURITY ID TRANSACTION DESCRIPTION/ SETTLDATE/ COST/ TRANSCODE BROKER COMPL DATE GAIN/LOSS LONG TERM OPER-PlMCO 1,722,699.74 DREYFUS TREASURY CAS H MGMT l O-May-2000 -1, 722,699. 74 996085247 1 O-May-2000 1,722,699.74 B 0.00 LONG TERM OPER-PIMCO 1,722,699.74 DREYFUS TREASURY CASH MGMT I O-May-2000 -1,722,699.74 996085247 I O-May-2000 0.00 PC I O-May-2000 0.00 LONG TERM OPER-PIMCO 31,000.00 DREYFUS TREASURY CASH MGMT l 1-May-2000 -31,000.00 996085247 l 1-May-2000 31 ,000.00 B 0.00 LIQUID OPER-PJMCO 3, I 81.22 DREYFUS TREASURY CASH MGMT l 1-May-2000 -3, 181.22 996085247 1 l-May-2000 3,181.22 B 0.00 LJQUID OPER-PIMCO 3, 181.22 DREYFUS TREASURY CASH MGMT 1 l -May-2000 -3,181.22 996085247 11-May-2000 0.00 FC 11-May-2000 0.00 LONG TERM OPER-PIMCO 31,000.00 DREYFUS TREASURY CASH MGMT I l-May-2000 -31,000.00 996085247 l l-May-2000 0.00 FC l l-May-2000 0.00 LIQUID OPER-PIMCO 1,700,000.00 FEDERAL NATL MTG ASSN DISC l l-May-2000 -J,697,695.56 313588XA8 MAT 05/19/2000 I l-May-2000 1,697,695.56 B MORGAN ST AN LEY & CO INC, NY 0.00 l 2-Jun-2000 10: I 3:41 Executive Workbench @ ORANGE COUNTY SANITATION DISTRICT PAGE: 5 PORTFOLIO DETAIL OCSGOOOJ 0000 01-MA Y-2000 -31-MAY-2000 OCSD-CONSOLJDATED SHARES/PAR TRADE DATE/ AMOUNT/ SECURITY ID TRANSACTlON DESCRIPTION/ SETTL DATE/ COST/ TRANSCODE BROKER COMPLDATE GAIN/LOSS LIQUID OPER-PIMCO 1,700,000.00 FEDERAL NA TL MTG ASSN DTSC l 1-May-2000 -1,697,695. 56 313588XA8 MAT 05/19/2000 I l-May-2000 0.00 FC MORGAN STANLEY & CO INC, NY 1 l-May-2000 0.00 LTQUlD OPER·PIMCO 400.000.00 FEDERAL HOME LN MTG CORP DIS l l-May-2000 -399, 123 .22 313396XF5 MAT 05/24/2000 I 1-May-2000 399,123.22 B GOLDMAN SACHS & CO, NY 0.00 LIQUID OPER-PIMCO 400,000.00 FEDERAL HOME LN MTG CORP DJS l 1-May-2000 -399, 123.22 313396XF5 MAT 05/24/2000 l 1-May-2000 0.00 FC GOLDMAN SACHS & CO, NY l 1-May-2000 0.00 LONG TERM OPER-PlMCO 5,000,000.00 UBS FIN DEL INC DISC 12-May-2000 -4,969,683.33 90262CFF9 06/15/2000 I 2-May-2000 4.969,683.33 B MERRILL LYNCH PIERCE FENNER 0.00 LONG TERM OPER-PIMCO 5,000,000.00 UBS FIN DEL INC DISC 12-May-2000 -4,969,683.33 90262CFF9 06/)5/2000 l 2-May-2000 0.00 FC MERRILL LYNCH PIERCE FENNER l 2-May-2000 0.00 LONG TERM OPER-PTMCO 1,900,000.00 FEDERAL HOME LN MTG CORP DIS 12-May-2000 -1,893,792.81 313396XN8 MAT 05/31/2000 12-May-2000 1,893, 792.81 B CREDIT SUISSE FIRST BOSTON C 0.00 LONG TERM OPER-PIMCO 1,900,000.00 FEDERAL HOME LN MTG CORP DIS 12-May-2000 -1,893,792.81 313396XN8 MAT 05/31 /2000 J 2-May-2000 0.00 fC CREDTT SUISSE FIRST BOSTON C 12-May-2000 0.00 I 2.Jun-2000 JO: 13:41 Executive Workbench @ ORANGE COUNTY SANITATION DISTRICT PAGE: 6 PORTFOLIO DETAIL OCSGOOO I 0000 01-MAY-2000 -31-MAY-2000 OCSD-CONSOLIDATED SHARES/PAR TRADE DATE/ AMOUNT/ SECURITY ID TRANSACTION DESCRIPTION/ SETTLDATE/ COST/ TRANSCODE BROKER COMPLDATE GAIN/LOSS LIQUID OPER-PfMCO 15,425.00 DREYFUS TREASURY CASH MGMT 15-May-2000 -15,425.00 996085247 15-May-2000 15,425.00 8 0.00 LlQUID OPER-PIMCO 15,425.00 DREYFUS TREASURY CASH MGMT l 5-May-2000 -15,425.00 996085247 15-May-2000 0.00 FC I S-May-2000 0.00 LONG TERM OPER-PIMCO 341,160.30 DREYFUS TREASURY CASH MGMT l 5-May-2000 -341,160.30 996085247 l 5-May-2000 341,160.30 B 0.00 LONG TERM OPER-PIMCO 341,16030 DREYFUS TREASURY CASH MGMT l 5-May-2000 -341,160.30 996085247 l 5-May-2000 0.00 FC 15-May-2000 0.00 LONG TERM OPER·PIMCO S,986.07 BSDT-LATE MONEY DEPOSIT ACCT 15-Mny-2000 -5,986.07 996087094 I 5-May-2000 5,986.07 B 0.00 LONG TERM OPER-PIMCO 4,300,000.00 FEDERAL HOME 1,.N MTG CORP DJS l 5-May-2000 -4,293,388. 75 313396XF5 MAT 05/24/2000 15-May•2000 4,293,388.75 B GOLDMAN SACHS & CO, NY 0.00 LONG TERM OPER-PIMCO 4,300,000.00 FEDERAL HOME LN MTG CORP ors I 5-May-2000 -4,293,388. 75 313396XP5 MAT 05/24/2000 l 5-May-2000 0.00 FC GOLDMAN SACHS & CO, NY I 5-May-2000 0.00 /2-Jun-2000 JO: 13:41 Executive Workbench OCSGOOO 10000 OCSD-CONSOL!DATED SHARES/PAR SECURITY JD TRANS CODE 700,000.00 2338EOEK8 B 700.000.00 2338EOEK8 FC 24,270.55 996085247 B 24,270.55 996085247 FC 5,986.07 996085247 B 5,986.07 996085247 PC 56,714.71 996087094 B 12-Jun-2000 10:13:41 ORANGE COUNTY SANITATION DISTRICT PORTFOLIO DETA IL Ol-MAY-2000 -31-MAY-2000 TRANSACTIOJ'f DESCRIPTION/ BRO I< ER LONG TERM OPER-PIMCO DAIMLERCHRYSLER DISC 0511912000 MORGAN J P SECS -FIXED lNCO LONG TERM OPER-PlMCO DAIMLERCHR YSLER DISC 05/19/2000 MORGAN J P SECS -PIXED INCO LIQUID OPER-PIMCO DREYFUS TREASURY CASH MGMT LIQUID OPER-PfMCO DREYFUS TREASURY CASH MGMT LONG TERM OPER-PIMCO DREYFUS TREASURY CASH MGMT LONG TERM OPER-P!MCO DREYFUS TREASURY CASH MGMT LONG TBRM OPER-PIMCO BSDT-LATEMON£Y DEPOSIT ACCT TRADE DATE/ SETTL DATE/ COMPLDATE 15-May-2000 lS-May-2000 I 5-May-2000 15-May-2000 15-May-2000 16-May-2000 16-May-2000 16-May-2000 16-May-2000 I 6-May-2000 16-May-2000 16-May-2000 16-May-2000 16-May-2000 16-May-2000 16-May-2000 16-May-2000 PAGE· 7 AMOUNT/ COST/ GAIN/LOSS -699,498,33 699,498.33 0.00 -699,498.33 0.00 0.00 -24,270.55 24,270.55 0.00 -24,270.55 0.00 0.00 -5,986.07 5,986.07 0.00 -5,986.07 0.00 0.00 ·56,714.71 56,714.71 o.oo E.xecutive Workbench OCSG000/0000 OCSD-CONSOLIDATED SHARES/PAR SECURITY ID TRANSCODE 3,500,000.00 993691683 B 3,500,000.00 993691683 FC 56,714.71 996085247 B 56,714.71 996085247 FC 12,377.50 996085247 B 12,377.50 996085247 PC 3 '000, 000. 00 90262CFF9 B 12-11111-2000 10:13:41 ORANGE COUNTY SANITATION DISTRICT PORTFOLIO DETAIL 01-MAY-2000-31-MAY-2000 TRANSACTION DESCRIPTION/ BROKER LIQUID OPER-PIMCO LEHMAN BROTHERS REPO 05.880% 05/17/2000 DD 051161 LEHMAN BROS INC, NEW YORK LIQUID OPE'.R.-PIMCO LEHMAN BROTHERS REPO 05.880% 05/17/2000 DD 05/16/ LEHMAN BROS INC, NEW YORK LONG TERM OPER-PlMCO DREYFUS TREASURY CASH MGMT LONG TERM OPER-PIMCO DREYFUS TREASURY CASH MGMT LIQUID OPER-P!MCO DREYFUS TREASURY CASH MGMT LIQUlD OPER-PlMCO DREYFUS TREASURY CASH MGMT LONG TERM OPER-PIMCO UBS FTN DEL INC DISC 06/15/2000 GOLDMAN SACHS & CO, NY TRADE DATE/ SETTLDATE/ COMPLDATE l 6-May-2000 16-May-2000 I 6-May-2000 16-May-2000 l 6-May-2000 l 7-May-2000 17 -May-2000 l 7-May-2000 l 7-May-2000 l 7-May-2000 l 8-May-2000 18-May-2000 18-May-2000 18-May-2000 18-May-2000 I 8-May-2000 18-May-2000 PAGE B AMOUNT/ COST/ GAIN/LOSS -3,500,000.00 3,500,000.00 0.00 -3,500,000.00 0.00 0.00 -56,714.71 56,714.71 0.00 -56,714.71 0.00 0.00 -12,377.50 12,377.50 0.00 -12,377.50 0.00 0.00 -2,984,833.33 2,984,833.33 0.00 Exec11ti11e Workbench @ ORANGE COUNTY SANITATION DISTRICT PAGE. 9 PORTFOLIO DETAIL OCSGOOOJOOOO 01-MAY-2000 -31-MA Y-2000 OCSD-CONSOLJDATED SHARES/PAR TRADE DATE/ AMOUNT/ SECURITY ID TRANSACTION DESCRIPTION/ SETTLDATE/ COST/ TRANSCODE BROKER COMPLDATE GAIN/LOSS LIQUID OPER-PlMCO 1,000,000.00 FEDERAL HOME LN MTG CORP DIS 18-May-2000 -992,568.33 313396YT4 MAT 06/29/2000 I 8-May-2000 992,568.33 B HSBC SECS INC, NEW YORK 0.00 LIQUID OPER-PIMCO .1,000,000.00 FEDERAL HOME LN MTG CORP DIS 18-May-2000 -992,568.33 313396YT4 MAT 06/29/2000 18-May-2000 0.00 FC HSBC SECS INC, NEW YORK 18-May-2000 0.00 LONG TERM OPER-PlMCO 3,000,000.00 UBS FIN DEL INC DJSC 18-May-2000 -2,984,833.33 90262CFF9 06/15/2000 18-May-2000 0.00 FC GOLDMAN SACHS & CO, NY 18-May-2000 o.oo LIQUID OPER-PlMCO 5,102.93 DREYFUS TREASURY CASH MGMT 19-May-2000 -5, 102.93 996085247 19-May-2000 5,102.93 H 0.00 LIQUID OPER-PIMCO 5, I 02,9.3 DREYFUS TREASURY CASH MGMT I 9-May-2000 -5,102.93 996085247 19-May-2000 0.00 FC 19-May-2000 0.00 LIQU10 OPER-PIMCO 1,200,000.00 FEDERAL NATL MTG ASSN DISC l 9-May-2000 -1, 194,9 12.00 313588YA7 MAT 06/12/2000 19-May-2000 1,194,912.00 B CHASE SECURITIES, NEW YORK 0.00 LIQUID OPER-PIMCO 1,200,000.00 FEDERAL NATL MTG ASSN DISC l 9-May-2000 -1,194,912.00 313588YA7 MAT 06/12/2000 J 9-May-2000 0.00 FC CHASE SECURITIES, NEW YORK 19-May-2000 0.00 11-.lun-2000 10.-13:41 Executive Workbench @ ORANGE COUNTY SANITATION DISTRICT PAGE: 10 PORTFOLIO DETAIL OCSGOOO I 0000 01-MAY-2000 -31-MA Y-2000 OCSD-CONSOLIDATED SHARES/PAR T RADE DATE/ AMOUNT/ SECURITY ID TRANSACTIOl'f DESCRIPTION/ SETTLDATE/ COST! TRANSCODE B.ROKER COMPLDATE GAIN/LOSS LIQUID OPER-PIMCO 505,000.00 FEDERAL NATL MTG ASSN DISC N I 9-May-2000 -499,985.07 Jl3588ZHl MAT 07 I l 312000 19-May-2000 499,985.07 B LEHMAN GOVT SECS INC. NY 0.00 LIQUID OPER-PIMCO 505,000.00 FEDERAL NATL MTG ASSN DlSC N I 9-May-2000 -499,985.07 313588ZH1 MAT 07/13/2000 I 9-May-2000 0.00 Fe LEHMAN GOVT SECS lNC, NY 19-May-2000 0.00 LIQUID OPER-PIMCO 13,000,000.00 CREDIT SUISSE FST REPO 19-May-2000 -13,000,000.00 99369M884 06.050% 0512212000 DD 05/19/ 19-May-2000 13,000,000.00 B CREDIT SUISSE FlRST BOSTON C 0.00 LIQUID OPER-PIMCO l 3,000,000.00 CREDIT SUISSE FST REPO 19-May-2000 -13.000,000.00 99369M884 06.050% 05/22/2000 DD 051191 19-May-2000 0.00 FC CREDIT SUISSE FIRST BOSTON C 19-May-2000 0.00 LONG TERM OPER-PJMCO 7,800,000.00 GENERAL ELEC CAP DISC I 9-May-2000 -7,733,299.J 7 36959HG50 07/05/2000 l 9~May-2000 7,733,299.17 B GENERAL ELECTRJC CAPTlAL COR 0.00 LONG TERM OPER-PlMCO 7,800,000.00 GENERAL ELEC CAP DISC 19-May-2000 -7,733,299.17 36959HG50 07/05/2000 19-May-2000 0.00 FC GENERAL ELECTRIC CAPTIAL COR 19-May-2000 0.00 LIQUID OPER-PIMCO 1,100,000.00 BECTON DICKINSON DISC 19-May-2000 -1,090,163.25 07588RGA7 07/10/2000 22-May-2000 1,090, 163.25 B GOLDMAN SACHS & CO, NY 0.00 /2-Jrm-2000 10:/3:41 &ecutive Workbench OCSGOOOJ 0000 OCSD-CONSOLIDATED SHARES/PAR SECURITY ID TRANS CODE 1,100,000.00 07588RGA7 re 76,737.61 996085247 B 76,737.6l 996085247 PC 600,000.00 90262CFK8 B 600,000.00 90262CFK8 FC 2,809,000.00 313588A62 B 2,809,000.00 313588A62 FC 12-Jun-2000 10:1 J_ ./I ORANGE COUNTY SANITATION DISTRICT PORTFOLIO DETAIL 01-MAY-2000 -31-MAY-2000 TRANSACTIOJ'! DESCRIPTION/ BROKER UQUID OPER-PIMCO BECTON DICKINSON DISC 07/1012000 GOLDMAN SACHS & CO, NY LIQUID OPER-PIMCO DREYFUS TREASURY CASH MGMT LIQUID OPER-PlMCO DREYFUS TREASURY CASH MGMT LIQUID OPER-PJMCO UBS FIN DEL INCDJSC 06/\9/2000 GOLDMAN SACHS & CO, NY LIQUJD OPER-PIMCO UBS FlN DEL INC DISC 06/1912000 GOLDMAN SACHS & CO, NY LIQUID OPER-PlMCO FEDERAL NATL MTG ASSN DISC N MAT 08/03/2000 MORGAN J P SECS -FIXED INCO UQUID OPER-PJMCO FEDERAL NATL MTG ASSN DISC N MAT 08/03/2000 MORGAN J P SECS -FIXED !NCO TRADE DATE/ SETTLDATE/ COMPLDATE I 9-May-2000 22-May-2000 22-May-2000 22-May-2000 22·May-2000 22-May-2000 22-May-2000 22-May-2000 22-May-2000 22·May-2000 22-May-2000 22-May-2000 22-May-2000 22-May-2000 22-May-2000 22-May-2000 22-May-2000 22-May-2000 PAGE.: JI AMOUNT/ COST! GAIN/LOSS -1,090,163.25 0.00 o.oo -76,737.61 76,737,61 0.00 -76,737.61 0.00 0.00 -596,943.33 596,943.33 0.00 -596,943.33 0.00 0.00 -2, 771,861.90 2,77 1,861.90 0.00 -2.771,86 1.90 0.00 0.00 Executive lfi.wkbe11c/1 @ ORANGE COUNTY SANITATION DISTRICT PAGE: 12 PORTFOLIO DETAIL OCSGOOO l 0000 01-MAY-2000 -31-MAY-2000 OCSD-CONSOL/DATED SHARES/PAR TRADE DATE/ AMOUNT/ SECUR1TYJD TRANSACT ION DES CRlPTlON/ SE'TTL DATE/ COST/ TRANSCODE BROKER COMPLDATE GAIN/LOSS LIQUID OPER-PIMCO 5,000,000.00 LEHMAN BROTHERS REPO 22-May-2000 -5,000,000.00 99369Pl92 06.150% 0512312000 DD 051221 22-May-2000 5,000,000.00 B LEHMAN BROS INC, NEW YORK 0.00 LIQUID OPER-PTMCO 5,000,000.00 LEHMAN BROTHERS REPO 22-May-2000 -5,000,000.00 99369P l92 06. I 50% 05/23/2000 DD 05/22/ 22-May-2000 0.00 FC LEHMAN BROS !NC, NEW YORK 22-May-2000 0.00 LONG TERM OPER-PIMCO 4,700,000.00 UBS FlN DEL INC DISC 22-May-2000 -4,699.156.61 90262CEl'8 05/23/2000 22-May-2000 4,699,156.61 B GOLDMAN SACHS & CO, NY 0.00 LONG TERM OPER-PTMCO 4, 700,000.00 UBS FIN DEL INC DISC 22-May-2000 -4,699, 156.61 90262CEP8 05/23/2000 22-May-2000 0.00 FC GOLDMAN SACHS & CO, NY 22-May-2000 0.00 LIQUID OPER-PIMCO 500,000.00 HEINZ H J CO DISC 22-May-2000 -495,549. J 7 42307JGA2 07/10/2000 22-May-2000 495,549.17 B GOLDMAN SACHS & CO, NY 0.00 LIQUID OPER-PlMCO 500,000.00 HETNZ H J CO DISC n-May-2000 -495,549.17 42307JGA2 07/1012000 22-May-2000 0.00 FC GOLDMAN SACHS & CO, NY 22-May-2000 0.00 LIQUID OPER-PJMCO 1,500,000.00 FEDERAL HOME LN MTG CRP DlSC 22-May-2000 ·1,480,779.17 313396A45 MAT 08/0112000 23-May-2000 1,480,779.17 B LEHMAN GOVT SECS INC, NY 0.00 12-.lim-2000 TO: 13:41 Executive Workbench @ ,, ORANGE COUNTY SANITATION DISTRICT PAGE. 13 PORTFOLIO DETAIL OCSGOOO I 0000 01-MAY-2000-31-MAY-2000 OCSD-CONSOL!DATED SHARES/PAR TRADE DATE/ AMOUNT/ SECURITY ID TRA NSACTION DESCRIPTION/ SETTLDATE/ COST/ TRANSCODE BROKER COMPLDATE GAIN/LOSS L.IQUID OPl3R-PfMCO 1,500,000.00 FEDERAL HOME LN MTG CRP DISC 22-May-2000 -1,480,779.17 313396A45 MAT 08/01/2000 23-May-2000 0.00 FC LEHMAN GOVT SECS INC, NY 23-May-2000 0.00 LONG TERM OPER-PIMCO 838.17 DREYFUS TREASURY CASH MGMT 23-May-2000 -838.17 996085247 23-May-2000 838.17 B 0.00 LONG TERM OPER-PlMCO 838.17 DREYFUS TREASURY CASH MGMT 23-May-2000 -838.17 996085247 23-May-2000 0 00 FC 23-May-2000 0.00 LIQUID OPER-PIMCO 3,200,000.00 FEDERAL HOME LN BK CONS DlSC 23-May-2000 -3, 187,058.67 313384YD5 MAT 06/15/2000 23-May-2000 3, J 87,058.67 B GOLDMAN SACHS & CO, NY 0.00 LONG TERM OPER-PIMCO 11,700,000.00 OBS FIN DEL INC DISC 23-May-2000 -4,699,161.83 90262CBQ6 05/24/2000 23-May-2000 4,699, 16 l .83 B GOLDMAN SACHS & CO, NY 0.00 LONG TERM OPER-PIMCO 4, 700,000.00 UBS FIN DEL INC DISC 23-May-2000 -4,699, I 61.83 90262CEQ6 0512412000 23-May-2000 0.00 FC GOLDMAN SACHS & CO, NY 23-May-2000 0.00 LrQUID OPER-PIMCO J,200,000.00 FEDERAL HOME LN BK CONS DlSC 23-May-2000 -3, 187,058.67 313384YD5 MAT 06115/2000 23-May-2000 0.00 FC GOLDMAN SACHS & CO. NY 23-May-2000 0.00 12-Jun-2000 10: 13:41 Executive Workbench OCSGOOO 10000 OCSD-CONSOLJDATED SHARES/PAR SECURITY ID TRANSCODE 400,000,00 313384XH7 B 400,000.00 313384XH7 FC 38,069.16 996085247 B 38,069.16 996085247 FC 1,600,000.00 3I3384YE3 B 1,600,000.00 313384YE3 FC 900,000.00 38142TGH2 B /2-Jun-2000 10:13:41 II ORANGE COUNTY SANITATION DISTRICT PORTFOLIO DETAIL 01-MAY-2000-31-MAY-2000 TRANSACTIOl'j DESCRIPTION/ BROKER LIQUID OPER-PIMCO FEDERAL HOME LN BK CONS DISC MAT 05/26/2000 MORGAN STANLEY &CO INC, NY LIQUID OPER·PfMCO FEDERAL HOME LN BK CONS DISC MAT 05/26/2000 MORGAN STANLEY & CO TNC, ~NY LIQUID OPER-PIMCO DREYFUS TREASURY CASH MGMT LIQUID OPER-PJMCO DREYFUS TREASURY CASH MGMT LIQUID OPER-PIMCO FEDERAL HOME LN BK CONS DISC MAT 06/16/2000 MORGAN JP SECS -FIXED INCO LIQUID OPER-PIMCO FEDERAL HOME LN BK CONS DISC MAT 06/J 6/2000 MORGAN JP SECS -FIXED INCO LIQUID OPER-PIMCO GREAT LAKES FDG DISC 0717/2000 GOLDMAN SACHS & CO, NY TRADE DATE/ SETTL DATE/ COMPLDATE 23-May-2000 23-May-2000 23-May-2000 23-May-2000 23-May-2000 24-May-2000 24-May-2000 24-May-2000 24-May-2000 24-May-2000 24-May-2000 24-May-2000 24-May-2000 24-May-2000 24-May-2000 24-May-2000 24-May-2000 PAGE: AMOUNT/ COST/ GAIN/LOSS -399, 793.33 399,793.33 0.00 -399, 793.33 0.00 0.00 -38,069.16 38,069.16 0.00 -38,069.16 0.00 0.00 -1 ,593,539 .56 1,593,539.56 0.00 -1,593,539.56 0.00 0.00 -891,103.50 891,103.50 0.00 Executive Workbench @ ,, ORANGE COUNTY SANITATION DISTRICT PAGE IS PORTFOLIO DETAIL OCSGOOO I 0000 01-MAY-2000 -31-MAY-2000 OCSD-CONSOLIDATED SHARES/PAR TRADE DATE/ AMOUNT/ SECURITY ID TRANSACTION DESCRJPTJON/ SETTLDATE/ COST/ TRANS CODE BROKER CQMPLDATE GAIN/LOSS LIQUID OPER-PIMCO 900,000.00 GREAT LAKES FOG DISC 24-May-2000 -891,103.50 38142TGH2 0717/2000 24-May-2000 0.00 FC GOLDMAN SACJ{S & CO, NY 24-May-2000 0.00 LONG TERM OPER-PIMCO 75,090.89 DREYFUS TREASURY CASH MGMT 25-May-2000 -75,090.89 996085247 25-May-2000 75,090.89 B 0.00 LONG TERM OPER-PlMCO 75,090.89 DREYFUS TREASlJR Y CASH MGMT 25-May-2000 -75,090.89 996085247 25-May-2000 0.00 FC 25-May-2000 0.00 LONG TERM OPER-PIMCO 6,200,000.00 HEINZ HJ CO DISC 25-May-2000 -6, 138,051.67 42307JGKO 07/19/2000 25-May-.2000 6, 138,051.67 B LEHMAN GOVT SECS INC, NY 0.00 LONG TERM OPER-PIMCO 6,200,000.00 HElNZ HJ CO DISC 25-May-2000 -6, 138,051.67 42307JGKO 0711912000 25-May-2000 0.00 FC LEHMAN GOVT SECS INC, NY 25-May-2000 o.oo LONG TERM OPER-PIMCO 28,093.34 DREYFUS TREASURY CASH MGMT 26-May-2000 -28,093.34 996085247 26-May-2000 28,093.34 B 0.00 LONG TERM OPER-PIMCO 28,093,34 DREYFUS TREASURY CASH MGMT 26-May-2000 -28,093.34 996085247 26-May-2000 0.00 PC 26-May-2000 0.00 12-Jun-2000 10:13:41 Execufive Workbench utlANt;E COUNTY SANITATION DISTRICT 11 PAGE: '({!) PORTFOLIO DETAIL OCSGOOOJOOOO Ol-MAY-2000 ~ 31-MA Y-2000 OCSD-CONSOL!DATED SHARES/PAR TRADE DATE/ AMOUNT SECURITY ID TRANSACTION DESCRIPTION/ SETTLDATE/ COST. TRANS CODE BROKER COMPLDATE GAIN/LOSS LONG TERM OPER-PlMCO 5,600,000.00 ABBOTT LABS DISC 26-May-2000 -5,564, 774.44 00282AFW1 06/30/2000 26-May-2000 5,564,774.44 B GOLDMAN SACHS & CO, NY 0.00 LONG TERM OPER-PIMCO 5.600.000.00 A.BBOTf LABS OIS\ 26-May-2000 -5,564, 774.44 00282AFW1 06/30/2000 26-May-2000 0.00 FC GOLDMAN SACHS & CO, NY 26-May-2000 0.00 LIQUID OPER-PlMCO 7,585.28 DREYFUS TREASURY CASH MGMT 30-May-2000 -7,585.28 996085247 30-May-2000 7,585.28 B 0.00 LIQUID OPER-PIMCO 7,585.28 DREYFUS TREASURY CASH MGMT 30-May-2000 -7,585.28 996085247 30-May-2000 0.00 FC 30-May-2000 0.00 LONG TERM OPER-PlMCO Jl,740.00 BSDT-1.ATF. MONEY DEPOSIT ACCT 31-May-2000 -31,740.00 996087094 3 l -May-2000 31,740,00 B 0.00 FIXED INCOME SECURITIES LONG TERM OPER-PIMCO 2,500,000.00 US TREASURY NOTES OJ-Feb-2000 -2.413,480.4 J 9128275N8 06,000% 08115/2009 DD 08/15/ 15-May-2000 0.00 FC LEHMAN GOVT SECS INC, NY 15-May-2000 0.00 LONG TERM OPER-PlMCO -10,000,000.00 COMMIT TO PUR GNMA 11 ARMS J 5-Mar-2000 9,898,437.50 16}1062651 6.500% 05/20/2030 24-May-2000 -9,898.437.50 BC BEAR STEARNS & CO INC, NY 0.00 11-J1111-2000 10:13:41 £n!c111iva lrorkbencft @ ORANGE COUNTY SANITATION DISTRICT PAGE. 17 PORTFOLIO DETAIL OCSGOOO 10000 01-MAY-2000-31-MAY-2000 OCSD-CONSOlIDATED SHARES/PAR TRADE DATE/ AMOUNT/ SECURITY TD TRANSACTION DESCRIPTION/ SETTLOAT'E/ COST/ TRANSCODE BROKER COMPLDATE GACN/LOSS LONG TERM OPER-PlMCO -1,250,000.00 COMMIT TO PUR GNMA II ARMS 15-Mar-2000 1,238,671.88 16H06265 I 6.500% 05/20/2030 24-May-2000 -1.238,671-88 BC CREDIT SUISSE FIRST BOSTON C o.oo LONG TERM OPER-PJMCO J ,000,099.13 GNMA II POOL #0080395 15-Mar-2000 -991,035.73 36225CNM4 6.500% 04/20/2030 DD 041011 24-May-2000 99 1,035.73 B CREDIT SUISSE FIRST BOSTON C 0.00 LONG TERM OPER-PJMCO l,000;099.13 GNMA II POOL #0080395 I 5-Mar-2000 -4,153.19 J6225CNM4 6.500% 04/20/2030 DD 04/0J/ 24-May-2000 0.00 m 0.00 LONG TERM OPER-PIMCO 1,000,099.13 GNMA ll POOL #0080395 l 5-Mar-2000 -995, 188.92 36225CNM4 6.500% 04/20/2030 DD 04/0J/ 24-May-2000 0.00 FC CREDIT SUISSE FIRST BOSTON C 24-May-2000 0.00 LONG TERM OPER-PIMCO 250,024.28 GNMA ll POOL #0080395 15-Mar-2000 -247,758.43 36225CNM4 6.500% 04/20/2030 DO 04/0 II 24-May-2000 247,758.43 B CREDIT SUISSE flRST BOSTON C 0.00 LONG TERM OPER-PrMCO 250,024.28 GNMA II POOL #0080395 15-Mar-2000 -l,038.30 36225CNM4 6.500% 04/20/2030 DD 0410 1/ 24-May-2000 0.00 IB 0.00 LONG TERM OPER-PfMCO 250,024.28 GNMA II POOL #0080395 15-Mar-2000 -248,796.73 36225CNM4 6.500% 04/20/2030 DD 04/0 I I 24-May-2000 0.00 FC CREDIT SUISSE PlRST BOSTON C 24-May-2000 0.00 J].J1111-2000 10·13:41 Executive Workbench @ .~E COUNTY SANITATION 4· ~J. PAGE: 18 PORTFOLIO DETAIL OCSG000/0000 01-MAY-2000 -31-MAY-2000 OCSD-CONSOL!DATED SHARES/PAR TRADE DATE/ AMOUNT/ SECURlTY ID TRANSACTION DESCRlPTION/ SETTLDATE/ COST/ TRANSCODE BROKER J COMPLDATE GAIN/LOSS LONG TERM OPER-PIMCO 561,077.00 GNMA fl POOL #080408X 15-Mar-2000 -555,378.56 36225CN28 6.500% 05/2012030 DD 05/01/ 24-May-2000 555,378.56 B BEAR STEARNS & CO INC, NY 0.00 LONG TERM OPER-PLMCO 561,077.00 ONMA II POOL #080408X l 5-Mar-2000 -2,330.03 3622SCN28 6.500% 05/20/2030 DD 051011 24-May-2000 0.00 IB 0.00 LONG TERM OPER-PJMCO 561,077.00 GNMA ll POOL #080408X 15-Mar-2000 -557,708.59 36225CN28 6.500% 05/20/2030 OD 05/0l/ 24-May-2000 0.00 FC BEAR STEARNS & CO INC, NY 24-May-2000 0.00 LONG TERM OPER-PJMCO 439,023.00 GNMA U POOL #080408X 15-Mar-2000 -434,564.17 36225CN28 6.500% 05/20/2030 DD 05/01/ 24-May-2000 434,564.17 B BEAR STEARNS & CO INC, NY 0.00 LONG TERM OPER·PIMCO 439,023.00 GNMA II POOL #080408X I 5-Mar-2000 -l ,823.16 36225CN28 6.500% 05/20/2030 DD 05/0l/ 24-May-2000 0.00 IB 0.00 LONG TERM OPER-PIMCO 439,023.00 GNMA II POOL #080408X 15-Mar-2000 -436,387.33 36225CN28 6.500% 0512012030 DD 05/01/ 24-May-2000 0.00 fC BEAR STEARNS & CO INC, NY 24-May-2000 0.00 LONG TERM OPER-PIMCO 438,523.00 GNMA II POOL #080408X I 5-Mar-2000 -434.069.25 36225CN28 6.500% 05/20/2030 DD 05/01/ 24-May-2000 434,069.25 B BEAR STEARNS & CO rNC, NY 0.00 I 2-Jun-2000 JO: 13 ./I EY:ecutive Wm·kbench OCSGOOO 10000 OCSD-CONSOLIDATED SHARES/PAR SECURITY ID TRANS CODE 438,523.00 36225CN28 18 438,523.00 36225CN28 FC 2,000,200.00 36225CN28 B 2,000,200.00 36225CN28 IB 2,000.200.00 36225CN28 FC 2,000,200.00 36225CN28 B 2,000,200.00 36225CN28 18 12..Jun-2000 JU 13:41 ORANGE COUNTY SANITATION DISTRICT PORTFOLIO DETAIL Ol-MAY-2000 -31-MAY-2000 TRANSACTION DESCRIPTfON/ BROKER LONG TERM OPER-PIMCO GNMA ll POOL #080408X 6.500% 05/20/2030 DD 051011 LONG TERM OPER-PIMCO ONMA TT POOL #080408X 6.500% 05/20/2030 DD 05/01/ BEAR STEARNS & CO INC, NY LONG TERM OPER-PIMCO GNMA II POOL #080408X 6.500% 05/20/2030 DD 05/01/ BEAR STEARNS & CO fNC, NY LONG TERM OPER-PIMCO GNMA II POOL #080408X 6.500% OS/20/2030 DD 05/01/ LONG TERM OPER-PIMCO GNM/\ ll POOL #080408X 6.500% 05/20/2030 DD 05/01/ BEAR STEARNS & CO INC, NY LONG TERM OPER-PIMCO GNMA ll POOL #080408X 6.500% 05/20/2030 DD 05/01/ BEAR STEARNS & CO INC, NY LONG TERM OPER-PIMCO GNMA II POOL #080408X 6.500% 05/20/2030 DD 05/01/ TRADE DATE/ SETTLDATE/ COMPLDATE 15-Mar-2000 24-May-2000 15-Mar-2000 24-May-2000 24-May-2000 15-Mar-2000 24-May-2000 15-Mar·2000 24-May-2000 15-Mar-2000 24-May-2000 24-May-2000 I 5-Mar-2000 24-May-2000 15-Mar-2000 24-May-2000 PAGE 19 AMOUNT/ COST/ GAIN/LOSS -1,821.09 0.00 0.00 -435,890.34 0.00 0.00 -1,979,885.4 7 I ,979,885.47 0.00 -8,306.39 0.00 0.00 -1 ,988, 191.86 0.00 0.00 -1,979,885.4 7 1,979,885.47 o.oo -8,306.39 0.00 0.00 E~eculive Wnrkhc11ch @ ORANGE COUNTY SANITATION Dlt, t "~.H1 PAGE: 20 PORTFOLIO DETAIL OCSGOOO I 0000 01-MAY-2000-31-MA Y-2000 OCSD-CONSOL/DATED SHARES/PAR TRADE DATE/ AMOUNT/ SECUJUTY ID TRANSACTION DESCRIPTION/ SETTLDATE/ COST/ TRANSCODE BROKER COMPLDATE GAIN/LOSS LONG TERM OPER-PIMCO 2,000,200.00 GNMA II POOL #080408X 15-Mar-2000 -1 ,988,191.86 36225CN28 6.500% 05/20/2030 DD 05/01/ 24-May-2000 0.00 re BEAR STEARNS & CO INC, NY 24-May-2000 0.00 LONG TERM OPER-PfMCO 4,000,400.00 GNMA II POOL #080408X l 5-Mar-2000 -3,959, 770.94 36225CN28 6 . .500% 05/20/2030 DD 05/01/ 24-May-2000 J,959, 770.94 B SEAR STEARNS & CO INC, NY 0.00 LONG TERM OPER-PIMCO 4,000,400.00 GNMA 11 POOL #080408X 15-Mar-2000 -16,612.77 36225CN28 6.500% 05/20/2030 DD 05/01/ 24-May-2000 0.00 lB 0.00 LONG TERM OPER-PIMCO 4.000,400.00 GNMA II POOL #080408X I 5-Mar-2000 -3,976,383.71 36225CN28 6.500% 0512012030 DD 05/01 / 24-May-2000 0.00 re BEAR STEARNS & CO INC, NY 24-May-2000 0.00 LONG TERM OPER-PIMCO 561,577.00 GNM/\ fl POOL #080408X 15-Mar-2000 -555,873.48 36225CN28 6.500% 05/20/2030 DD 05/01/ 24-May-2000 555,873.48 l3 BEAR STEARNS & CO INC, NY 0.00 LONG TERM OPER-PIMCO 561,577.00 GNMA U POOL #080408X l 5-Mar-2000 -2,332.10 36225CN28 6.500% 05/20/2030 DD 0510 1/ 24-May-2000 0.00 IB 0,00 LONG TERM OPER-PlMCO 561,577.00 GNMA U POOL #080408X 15-Mar-2000 -558,205.58 36225CN28 6.500% 05/20/2030 DD 051011 24-May-2000 0.00 FC BEAR STEARNS & CO TNC, NY 24-May-2000 0.00 !2-Jun-2000 JO: 13:41 Executive Workbench OCSGOOOJ 0000 OCSD-CONSOL!DATED SHARES/PAR SECURITY ID TR.\NSCODE 3,000,000,00 OIN0726SS FC I 0,500,000.00 OJN062656 FC 11 ,000,000.00 01N062656 FC 2,000,000.00 01N080658 FC 6,250,000.00 01N060650 FC 1,600,00MO 020002AL5 FC 2,000,000.00 OIN080666 B 12-Jun-2000 I 0: 13:41 II ORANGE COUNTY SANITATION DISTRICT PORTFOLIO DETAIL 01-MAY-2000 -31-MAY-2000 TRANSACTION DESCRIPTION/ BROKER I LONG TERM OPER-PIMCO COMMIT TO PUR GNMA SF MTG 7.500% 05/I 5/2029 CR£D1T SUISSE FIRST BOSTON C LONG TERM OPER-PlMCO COMMIT TO PUR GNMA SF MTG 6.500% 05/15/2030 MERRILL LYNCH PlERCE FENNER LONG TERM OPER-PIMCO COMMIT TO PUR GNMA SF MTG 6.500% 05/1512030 BEAR STEARNS & CO INC, NY LONG TERM OPER-PIMCO COMMIT TO PUR GNMA SF MTG 8.000% 05/15/2030 BEAR STEARNS & CO INC, NY LONG TERM OPER-PIMCO COMMIT TO PUR GNMA r SF 6.000% 05/15/2029 GOLDMAN SACHS & CO, NY LONG TERM OPER-PJMCO ALLSTATE CORP SR NT 7.875% 05/01/2005 DD 0510110 MORGAN STANLEY & CO INC, NY LONG TERM OPER-PTMCO COMMIT TO PUR GHMA SF MTG 8.000% 06/15/2030 BEAR STEARNS & CO INC, NY TRADE DATE/ SETTLDATE/ COMPLDATE 2 I -Mar-2000 22-May-2000 22-May-2000 12-Apr-2000 22-May-2000 22-May-2000 12-Apr-2000 22-May-2000 22-May-2000 l 3-Apr-2000 22-May-2000 22-May-2000 l 3-Apr-2000 22-May-2000 22-May-2000 26-Apr-2000 Ol-May-2000 0 l -May-2000 03-May-2000 22-Jun-2000 PAGE: 21 AMOUNT/ COST/ GAIN/LOSS -2,952, 187.50 0.00 0.00 -9,945.468. 75 o.oo 0.00 -I 0,422,500.00 0.00 0.00 -2,023,125.00 0.00 0.00 -5, 755.859.38 0.00 0.00 -1 ,594,032.00 0.00 0.00 -1 ,997,500,00 1,997,500.00 0.00 Executive Workbench OCSGOOO I 0000 OCSD-CONSOU DATED SHARES/PAR SECURITY JD TRANS CODE 11,000,000.00 OJN062664 B I 0,500.000.00 OIN062664 B 3,600,000.00 9128274T6 B 3,600,000.00 9128274T6 IB 3,600,000.00 9128274T6 FC 6,250,000.00 OIN060668 B 575,000.00 30241NMV4 B I~ r. .. , 1flll/1 /fl• I~../ I I! ORANGE COUNTY SANITATION DISTRICT PORTFOLIO DETAIL 01-MAY-2000 -31-MAY-2000 TRANSACTION DESCRJPTJON/ BROKER LONG TERM OPER-PlMCO COMMIT TO PUR GNJ\llA SF MTG 6.500% 06/ 15/2029 BEAR STEl\RNS & CO lNC, NY LONG TERM OPER-PIMCO COMM! r TO PUR GNMA SF MTG 6.500% 06/l -/2029 MERRfLL V1'NCH PIERCE FENNER LIQUID OPER-PIMCO US TREASURY NOTES 04.000'~o I 0/31/2000 OD I 0131 / CREDIT SUISSE FfRST BOSTON C LIQUID OPER-PIMCO U S TREASURY NOTES 04.000% I 0/3 I /2000 DD I O/J II LlQUfD OPER-PIMCO US TREASURY NOTES 04.000% l 0/3 1/2000 DD I 0/311 CREDfT SUISSE FIRST BOSTON C: LONG TERM OPER-PIMCO COMM rt TO PUR GNMA SF MTG 6.000% 06/15/2029 GOLDMAN SACHS & CO, NY LIQUID OPER-PJMCO FCC NA TI. BK DE MTN #TR 0028 6.375% 03/J 5/2001 DD 03/14/9 ADVEST CO, HARTFORD TRADE DATE/ SETTLDATE/ COMPLDATE 08-May-2000 22-Jun-2000 15-May-2000 22-Jun-2000 16-May-2000 l 7-May-2000 16-May-2000 17-May-2000 16-May-2000 I 7-May-2000 l 7-May-2000 16-May-2000 22-Jun-2000 l 9-May-2000 24-May-2000 PAGE: 22 AMOUNT/ COST! GAIN/LOSS -I 0, 144,062.50 10, 144,062.50 0.00 -9,673, 125.00 9,673,125.00 0.00 -3,558,656.25 3,558,656.25 0.00 -6,652. l 7 0.00 0.00 -3,565,308.42 0.00 0.00 -5,605,468. 75 5,605,468.75 0.00 -570,262.00 570,262.00 0.00 £xec11tive WQ1'kbenr;h @ ORANGE COUNTY SANITATION DISTRICT ll PAGE: 23 PORTFOLIO DETAIL OCSGOOO I 0000 01-MAY-2000 -31-MAY-2000 OCSD-CONSOLTDATED SHARES/PAR TRADE DATE/ AMOUNT/ SECURITY ID TRANSACTION DESCRIPTION/ SETTLDATE/ COST/ TRANSCODE BROKER COMPL l>ATE GAIN/LOSS LIQUID OPER-PIMCO 575,000.00 FCC NATL BK DE MTN ii TR 0028 l 9-May-2000 -7,025.78 30241NMV4 6.3 75% 03/15/200 I DD 03/l 419 24-May-2000 0.00 U3 0.00 LIQUID OPER-PIMCO 575,000.00 FCC NATL BK DE MTN# TR 0028 I 9-May-2000 -577,287.78 30241NMV4 6.375% 03/15/200 1 DD0311419 24-May-2000 0.00 FC ADVEST CO, HARTFORD 24-May-2000 0.00 LlQUID OPER-PIMCO 3,000,000.00 U S TREASU RY NOTES 22-May-2000 ·2,968, J 25.00 9128274T6 04.000% 10/3 1/2000DD10/31/ 22-May-2000 2,968,125.00 B BANK OF NY BARCLAYS DE ZOETE 0.00 LIQUID OPER-PlMCO 3,000,000.00 US TREASURY NOTES 22-May"2000 -7, 173 .91 9128274T6 04.000% 10/3 1/2000 DD 10/3 1/ 22-May-2000 0.00 IB 0.00 LIQUID OPER-PIMCO 3,000,000.00 U S TREASURY NOTES 22-May-2000 -2,975,298.91 9128274T6 04.000% 10/31/2000 DD 10/31/ 22-May-2000 0.00 FC BANK OF NY BARCLAYS DE ZOETE 22-May-2000 0.00 LIQUID OPER-PlMCO 420,000.00 BANKAMERICA CORP SR NT 23-May-2000 -417,034.80 066050CJ2 6.650% 05101/200 I DD 05/01 /9 26-May-2000 417,034.80 B ADVESTCO,HARTFORD 0.00 LIQUID OPER-PIMCO 420,000.00 BANK.AMERLCA CORP SR NT 23-Mny-2000 ·1,93958 066050CJ2 6.650% 05/01/2001 DD 0510119 26-May-2000 0.00 LB 0.00 /2-Jrm-2000 10:/3:41 Executive Workbench OCSGOOOJOOOO OCSD-CONSOLIDATED PAY UPS SHARES/PAR SECURITYlD TRANSCODE 420,000.00 066050CJ2 FC 1,000,000.00 25766CAL8 B 1,000,000.00 25766CAL8 lB 1,000,000.00 25766CAL8 FC FLXED INCOME SECURITIES 8,250.00 9128275W8 PU 8,250.00 9128275W8 FC /2-J1m-2000 10:13:41 ORANGE COUNTY SANITATION DISTRICT PORTFOLIO DETAIL 01-MAY-2000 -31-MAY-2000 TRANSA,.CTlON DESCRIPTION/ BROKER LIQUID OPER-PltvfCO BANKAMERJCA CORP SR NT 6.650% 05/0l/2001DD0510119 ADVESTCO,HARTFORO LlQUrD OPER-PIMCO DONALDSON LUFKIN & JEN TROOO 6.110% 05/1512001 DD 0512119 PRUDENTlAL SEC INC, NEW YORK LIQUID OPER-PIMCO DONALDSON LUFKIN & JEN TROOO 6.110% 05/15/2001 PD 05/27/9 LIQUID OPER-PIMCO DONALDSON LUFKJN & JEN TROOO 6.110% 0511512001 DD 05/27 /9 PRUDENTIAL SEC INC, NEW YORK LONG TERM OPER-PIMCO US TREASURY fNFLA TION INDEX 4.250%001115/2010 DD 01/15/ LONG TERM OPER-PIMCO US TREASURY INFLATION INDEX 4.250%001/15/2010 DD OJ/15/ TRADE DATE/ SETTLDATE/ COMPLDATE 23-May-2000 26-May-2000 26-May-2000 24-May-2000 30-May-2000 24-May-2000 30-May-2000 24-May-2000 30-May-2000 30-May-2000 15-Jan-2000 15-Jan-2000 l 5-Jan-2000 l 5-Jan-2000 3 l-May-2000 PAGE: 24 AMOUNT/ COST/ GAJN/LOSS -418,974.38 0.00 0.00 -987,060.00 987,060.00 0.00 ·2,545.83 0.00 0.00 -989,605.83 o.oo 0.00 -8,250.00 8,250.00 0.00 -8,250.00 0.00 0.00 Executive Workbench OCSGOOOJ 0000 OCSD-CONSOLIDATED SHARES/PAR SECURlTY ID TRANS CODE 201,480.00 9128272M3 PU 201,480.00 9128272M3 FC 71,094.00 9128273A8 PU 71,094.00 9128273A8 FC 15, 137.50 79549BBG1 PU 15,137.50 79549BBGI FC 2.50 3 l33TCE95 PU /2-Jun-2000 10:13:41 ll ORANGE COUNTY SANITATION DISTRICT PORTFOLIO DETAIL Ol-MAY-2000-31-MAY-2000 TRANSACTION DESCRIPTION/ BROKER I LONG TERM OPER-PIMCO US TREASURY INFLATION INDEX 3.375% 01/15/2007 DD 01/15/ LONG TERM OPER-PlMCO US TREASURY INFLATION INDEX 3.375% 01/15/2007 DD 01115/ LONG TERM OPER-PIMCO US TREASURY INFLATION INDEX 3.625% 07/15/2002 DD 07/15/ LONG TERM OPER-PIMCO US TREASURY INFLATION INDEX 3.625% 07/J 5/2002 DD 07/15/ LONGTERM OPER-PIMCO SALOMON SMJTH BARNEY HLDGS T 3.650% 02/1412002 DD 02/14/ LONG TERM OPER-PIMCO SALOMON SMITH BARNEY HLDGS l 3.650% 02/14/2002 DD 02/14/ LONG TERM OPER-PTMCO FHLMC MULTICLASS CTF E3 A V ARRT 08115/2032 TRADE DATE/ SETTLDATE/ COMPLDATE I 5-Jan-2000 l 5-Jan-2000 t 5-Jan-2000 l 5-Jan-2000 31-May-2000 15-Jan-2000 I 5-Jan-2000 I 5-Jan-2000 J 5-Jan-2000 3 l-May-2000 14-Feb-2000 l 4-Feb-2000 14-Feb-2000 14-Feb-2000 31-May-2000 0 l-May-2000 Ol-May-2000 ii . PAGE: 25 AMOUNT/ COST/ GAIN/LOSS -201,480.00 201.480.00 0.00 -20 1,480.00 0.00 0.00 -71,094.00 71 ,094.00 0.00 -71 ,094.00 0.00 0.00 -15,137.50 15, 137.50 0.00 -15,137.50 0.00 0.00 -2.50 2.50 0.00 Executive Workbench OCSGOOO I 0000 OCSD-CONSOLJDATED SALES SHARES/PAR SECURITY ID TRANS CODE 2.50 313JTCE95 FC 12,1 12.81 3133Tl7A4 PU 12,112.81 3l33Tl7A4 re CASH & CASH EQUIVALENTS -1 ,400,000.00 313588WK7 s -1.400,000.00 313588WK7 IS -1,400,000.00 3l3588WK7 FC 12-Jim-2000 10:13:41 ORANGE COUNTY SANITATION DISTRICT PORTFOLIO DETAIL 01-MAY-2000 -31-MAY-2000 TRANSACTION OESCRJPTION/ BROKER LONG TERM OPER-PIMCO FHLMC MlJL Tl CLASS CTF 83 A VAR RT 08115/2032 LONG TERM OPER-PlMCO FHLMC MUL TICLASS CTF SER 162 6.000% 11/15/2023 DD ll/O 1/9 LONG TERM OPER-PIMCO FHLMC MULTI CLASS CTF SER 162 6.000% I 1/15/2023 DD 11/01/9 LONG TERM OPER-PIMCO FEDERAL NATL MTG ASSN DISCOU MATURES 05/04/2000 HSBC SECS INC, NEW YORK LONG TERM OPER-PIMCO FEDERAL NATL MTG ASSN DI SCOIJ MA TURES 05/04/2000 LONG TERM OPER·PIMCO FEDERAL NATL MTG ASSN DfSCOU MATURES 05/04/2000 HSBC SECS INC, NEW YORK TRADE DATE/ S'ETTL DATE/ COMPLDATE Ol-May-2000 0 l-May-2000 I 5-May-2000 0 l-May-2000 01-May-2000 01-May-2000 0 l-May-2000 23-May-2000 02-May-2000 02-May-2000 02-May-2000 02-May-2000 02-May-2000 02-May-2000 02-May-2000 PAGE: 26 AMOUNT/ COST/ GAJN/LOSS -2.50 0.00 o.oo -12,1 12.81 12,112.81 0.00 -12,112.RI 0.00 0,00 1.386,016.80 -1,386,015.55 l.25 13,525.87 0,00 0.00 1,399,:542.67 0.00 0.00 Executive Workbe11c/1 OCSGOOO J 0000 OCSD-CONSOLIDATED SHARES/PAR SECURITY ID TRANSCODE -1,825.4 l 996087094 s -428.52 996087094 s -4.25 996085247 s ·4.25 996085247 FC -l,563,476.14 996085247 s -1 ,563,476. 14 996085247 FC -5,986.07 996087094 s IJ-J1m-1000 10:13:41 ORANGE COUNTY SANITATION DISTRICT PORTFOLIO DETAIL 01-MAY-2000 -31-MAY-2000 TRANSACTION DESCRIPTlON/ BROKER LONG TERM OPER-PIMCO BSDT-LATE MONEY DEPOSIT ACCT LIQUID OPER-PlMCO BSDT-LA 1'E MONEY DEPOSIT ACCT LIQUJD OPER-PIMCO DREYFUS TREASURY CASH MGMT LIQUID OPER-PIMCO DREYFUS TREASURY CASH MGMT LONG TERM OPER-PIMCO DREYFUS TREASURY CASH MGMT LONG TERM OPER-PIMCO DREYFUS TREASURY CASH MGMT LONG TERM OPER-PJMCO BSDT-LATE MONEY DEPOSlT ACCT TRADE DATE/ SETTLDATE/ COMPLDATE 03-May-2000 03-May-2000 03-May-2000 03-May-2000 04-May-2000 04-May-2000 04-May-2000 04-May-2000 04-May-2000 12-May-2000 12-May-2000 12-May-2000 12-May-2000 12-May-2000 16-May-2000 l 6-May-2000 PAGE: 27 AMOUNT/ COST/ GAfN/LOSS 1,825.41 -1,825.41 0.00 428.52 -428.52 0.00 4.25 -4.25 0.00 4.25 0.00 0.00 1,563,476.14 -1,563,476.14 0.00 1,563,476.14 0.00 0.00 5,986.07 -5,986.07 0.00 Executive Work.bench OCSGOOO 10000 OCSD-CONSOLIDATED SHARES/PAR SECURJTY ID TRANSCODE -56,714.71 996087094 s -64,736.75 996085247 s -64,736.75 996085247 PC -3,500,000.00 99369J683 s -3,500,000.00 993691683 IS -3,500,000.00 99369J683 FC -206,654.53 996085247 s Jl-.flm-2000 10:13:41 ORANGE COUNTY SANITATION DISTRICT PORTFOLIO DETAIL 01-MAY-2000 -31-MAY-2000 TRANSACTION DESCRIPTION/ BROKER LONG TERM OPER-PIMCO BSDT-LATE MONEY DEPOSIT ACCT LIQUID OPER-PIMCO DREYFUS TREASURY CASH MGMT LIQUID OPER-PIMCO DREYFUS TREASURY CASH MGMT LlQUID OPER-PIMCO LEHMAN SROTHERS REPO 05.880% 05/J 7/2000 DD 051161 LEHMAN BROS INC, NEW YORK LIQUID OPER-PIMCO LEHMAN BROTHERS REPO 05.880% 05/17/2000 DD 051161 LIQUID OPER-PrMCO LEHMAN BROTHERS REPO 05.880% 05/17/2000 DD 05/16/ LEHMAN BROS INC, NEW YORK LONG TERM OPER-PIMCO DREYFUS TREASURY CASH MGMT TRADE DATE/ SETTLDATE/ COMPLDATE l 7-May-2000 17-May-2000 17-May-2000 I 7-May-2000 I 7-May-2000 l 7-May-2000 l 7-May-2000 17-May-2000 I 7-May-2000 17-May-2000 l 7-May-2000 l 7-May-2000 17-May-2000 I 7-May-2000 18-May-2000 l 8-May-2000 II PAGE: 28 AMOUNT/ COST/ GAIN/LOSS 56,714.71 -56,714.71 0.00 64,736.75 -64,736.75 0.00 64,736.75 0.00 0.00 3,500,000,00 -3,500,000.00 0.00 571.67 0.00 0.00 3,500.571.67 0.00 0.00 206;654.53 -206,654.53 0.00 Executive Workbench OCSGOOO I 0000 OCSD-CONSOLIDATED SHARES/PAR SECURITY ID TRANSCODE ·206,654.53 996085247 FC -33,299.17 996085247 s -33,299.17 996085247 FC -106,898.4 7 996085247 s -l 06,898.47 996085247 FC -13,000,000.00 99369M884 s -13,000,000.00 99369M884 IS 12-Jun-2000 10:13:41 ORANGE COUNTY SANITATION DISTRICT PORTFOLIO DETAIL 01-MAY-2000-31-MAY-2000 TRANSACTlOJlf DESCRlPTCON/ BROKER LONG TERM OPER-PlMCO DREYFUS TREASURY CASH MGMT LONG TERM OPER-PIMCO DREYFUS TREASURY CASH MGMT LONG TERM OPER-PIMCO DREYFUS TREASURY CASH MGMT LONG TERM OPER-PlMCO DREYFUS TREASURY CASH MGMT LONG TERM OPER-PrMCO DREYFUS TREASURY CASH MGMT LIQUID OPER-PIMCO CREDIT SUlSSE FST REPO 06.050% 05/22/2000 DD 05/19/ CREDIT SUISSE FIRST BOSTON C LIQUID OPER-PlMCO CREDIT SUISSE FST REPO 06.050% 0512212000 DD 051191 TRADE DATE/ SETTLDATE/ COMPLDATE 18-May-2000 l 8-May-2000 18-May-2000 J 9-May-2000 19-May-2000 19-May-2000 19-May-2000 19-May-2000 22-May-2000 22-May-2000 22-May-2000 22-May-2000 22-May-2000 22-May-2000 22-May-2000 22-May-2000 22-May-2000 PAGE: 29 AMOUNT/ COST/ GAIN/LOSS 206,654 53 0.00 0.00 33,299.17 -33,299.17 0.00 33,299.17 0.00 0.00 t06,898.47 -106,898.47 0.00 106,898.47 0.00 0.00 13,000,000.00 -1 3.000,000.00 0.00 6,554.17 0.00 0.00 Executive Workbench OCSG000/0000 OCSD-CONSOLIDATED SHARES/PAR SECURITY ID TRANS CODE -13,000,000.00 99369M884 FC -66,777.00 996085247 s -66,777.00 996085247 FC -5,000,000.00 99369Pl92 s -5,000,000.00 99369Pl92 IS -5,000,000.00 99369PI92 PC -87,898.92 996085247 s 12-Jun-2000 10:13:41 ORANGE COUNTY SANITATION DISTRICT PORTFOLIO DETAIL 01-MAY-2000-31-MAY-2000 TRANSACTION DESCRIPTION/ BROKER UQUID OPER-PIMCO CREDIT SUISSE FST REPO 06.050% 05/22/2000 DD 05/19/ CREDIT SUISSE FIRST BOSTON C LIQUID OPER-PlMCO DREYFUS TREASURY CASH MGMT LIQUID OPER-PIMCO DREYFUS TREASURY CASH MGMT LIQUID OPER-PIMCO LEHMAN BROTHERS REPO 06. I 50% 05/23/2000 DD 05/22/ LEHMAN BROS INC, NEW YORK LIQUID OPER-PIMCO LEHMAN BROTHERS REPO 06.150% 05/23/2000 DD 05/22/ LIQUID OPER-PIMCO LEHMAN BROTHERS REPO 06. 1 50% osm12000 DD osm1 LEHMAN BROS INC, NEW YORK LONG TERM OPER-PIMCO DREYFUS TREASURY CASH MGMT TRADE DATE/ SETTL DATE/ COMPLDATE 22-May-2000 22-May-2000 22-May-2000 23-May-2000 23-May-2000 23-May-2000 23-May-2000 23-May-2000 23-May-2000 23-May-2000 23-May-2000 23-May-2000 23-May-2000 23-May-2000 23-May-2000 24-May-2000 24-May-2000 PAGE: 30 AMOUNT/ COST/ GAIN/LOSS I 3,006,554.17 0.00 0.00 66.777.00 -66,777.00 0.00 66,777.00 0.00 0.00 5,000,000.00 -5,000,000.00 0.00 854.17 0.00 0.00 5,000,854.17 0.00 0.00 87,898.92 -87,898.92 0.00 Executive Workbench @ ORANGE COUNTY SANITATION DISTRICT PAGE: 31 PORTFOLIO DETAIL OCSGOOO I 0000 01-MAY-2000 -31-MAY-2000 OCSD-CONSOLJDATED SHARES/PAR TRADE DATE/ AMOUNT/ SEC URITY ID TRANSACTION DESCRIPTION/ SETTLDATE/ COST/ TRANSCODE BROKER COMPLDATE GAIN/LOSS LONG TERM OPER-PIMCO -87,898.92 DREYFUS TREASURY CASH MGMT 24-May-2000 87,898.92 996085247 24-May-2000 0.00 FC 24-May-2000 0.00 LONG TERN! OPER-PIMCO -2, 100,000.00 FEDERAL NATL MTG ASSN DISC 24 -May-2000 2,090,053 .00 3 13588XP5 MAT 06/0 1/2000 24-May-2000 -2,090,053.00 s CREDIT SUISSE F1RST BOSTON C 0.00 LONG TERM OPER-PIMCO ~2, I 00,000.00 FEDERAL NATL MTG ASSN DISC 24-May-2000 6,993.00 313588XP5 MAT06/0J/2000 24-May-2000 0.00 IS 0.00 LONG TERM OPER-PIMCO -2, I 00,000.00 FEDERAL NATL MTG ASSN DlSC 24-May-2000 2,097,046.00 313588XP5 MAT 06/0112000 24-May-2000 0.00 FC CREDIT SUTSSE FrRST BOSTON C 24-May-2000 0.00 LONG TERM OPER-PIMCO -1 ,900,000.00 FEDERAL HOME LN MTG CORP DIS 25-May-2000 1,893,792.81 3JJ396XN8 MAT 05/31/2000 25-May-2000 -1,893, 792.81 s MERRILL LYNCH PIERCE FENNER 0.00 LONG TERM OPER-PIMCO -1,900,000.00 FEDERAL HOME LN MTG CORP DIS 25-May-2000 4,215.36 3!3396XN8 MAT 05/31/2000 25-May-2000 0.00 IS 0.00 LONG TERM OPER-PIMCO -l ,900,000.00 FEDERAL HOME LN MTG CORP ors 25-May-2000 1,898,008. I 7 313396XN8 MAT 05/3 l /2000 25-May-2000 0.00 FC MERRILL LYNCH PIERCE FENNER 25-May-2000 0.00 12..Jrm-WOO 10:13:41 Executive Wt>rkh1111ch @ ORAN(;I:., COUNTY SANITATION DISTRICT PAGE: 32 PORTFOLIO DETAIL OCSGOOO I 0000 01 -MAY-2000 -31-MAY-2000 OCSD-CONSOL!DATED SHARES/PAR TRADE DATE/ AMOUNT/ SECURITY ID TRANSACTION DESCRIPTION/ SETTLDATE/ COST/ TRANSCODE BROKER COMPL DATE GAIN/LOSS LONG TERM OPER-PlMCO -2,400,000.00 FEDERAL NATL MTG ASSN DISC 25-May-2000 2,388,632.00 313588XP5 MAT 06/01/2000 25-May-2000 -2,388,632.00 s MERRILL LYNCH PIERCE FENNER 0.00 LONG TERM OPER~PIMCO -2,400,000.00 FEDERAL NATL MTG ASSN DISC 25-May-2000 8,4l8.67 313588XP5 MAT 0610112000 25-May-2000 0.00 JS 0.00 LONG TERM OPER-PIMCO -2,400,000.00 FEDERAL NATL MTG ASSN DISC 25-May-2000 2,397,050,67 313588XP5 MAT 06/0112000 25-May-2000 0.00 FC MER.RILL LYNCH PIERCE FENNER 25-May-2000 0.00 LONG TERM OPER-PIMCO -l,900,000.00 BECTON DICKINSON DISC 25-May-2000 l,882, 178.00 07588RF26 06/02/2000 25-May-2000 -1,882,178.00 s GOLDMAN SACHS & CO, NY 0.00 LONG TERM OPER-PIMCO -1,900,000.00 BECTON DICKINSON DISC 25-May-2000 T5,056.44 07588RF26 06/02/2000 25-May-2000 0.00 JS 0.00 LONG TERM OPER-PJMCO -l,900,000.00 BECTON DICKINSON DISC 25-May-2000 1,897 ,234.44 07588RF26 06/02/2000 25-May-2000 0.00 FC GOLDMAN SACHS & CO, NY 25-May-2000 0.00 LIQUID OPER-PlMCO -1 8,974.38 DREYFUS TREASURY CASH MGMT 26-May-2000 18,974.38 996085247 26-May-2000 -18,974.38 s o.oo 12-.fun-2000 10.13:41 ExecuJive Workbench @ ORANGE COUNTY SANITATION DISTRICT II . PAGE: 33 PORTFOLIO DETAIL OCSGOOO I 0000 01-MAY-2000 -31-MAY-2000 OCSD-CONSOLIDATED SHARES/PAR TRADE DATE/ AMOUNT/ SECURlTYTD TRANSACTION DESCRIPTION/ SETTLDATE/ COST/ TRANSCODE BROKER COMl'LDATE GAIN/LOSS LIQUID OPER-PIMCO -18,974.38 DREYFUS TREASURY CASH MGMT 26-May-2000 18,974.38 996085247 26-May-2000 0.00 FC 26-May-2000 0.00 LONG TERM OPER-PIMCO -5,600,000.00 BECTON DICKINSON DISC 26-May-2000 5,547,472.00 07588RF26 06/02/2000 26 -May-2000 -5,547,472.00 s GOLDMAN SACHS & CO, NY 0.00 LONG TERM OPER-PlMCO ·5,600,000.00 BECTON DICKINSON DISC 26-May-2000 45,395 .78 07588RF26 06/02/2000 26-May-2000 0.00 JS 0.00 LONG TERM OPER-PIMCO -5.600,000.00 BECTON DICKINSON DISC 26-May-2000 5,592,86 7. 78 07588RF26 06/02/2000 26-May-2000 0.00 fC GOLDMAN SACHS & CO, NY 26-May-2000 0.00 LIQUID OPER-PIMCO -1,000,000.00 FEDERAL HOME LN BK CONS DISC 26-May-2000 995,956.00 313384YD5 MAT 06/15/2000 30-May-2000 -995,955.83 s CREDIT SUISSE FIRST BOSTON C 0.17 LIQUID OPER-PlMCO -1,000,000.00 FEDERAL HOME LN .BK CONS DISC 26-May-2000 1,235,11 313384YD5 MAT 06/ 15/2000 30-May-2000 0.00 IS 0.00 LJQUID OPER-PIMCO -1,000,000.00 FEDERAL HOME LN BK CONS DISC 26-May-2000 997,191.11 313384YD5 MAT 0611512000 30-May-2000 0.00 FC CREDIT SUISSE F1RST BOSTON C 30-May-2000 0.00 12-Jun-2000 10:/3:41 Executive Workbench @ ORANGE COUNTY SANITATION DISTRICT PAGE.-34 PORTFOLIO DETAIL OCSGOOO I 0000 01-MAY-2000 -31-MAY-2000 OCSD-CONSOLIDATED SHARES/PAR TRADE DATE/ AMOUNT/ SECURITY ID TRANSACTION DESCRIPTION/ SETTL DATEI COST/ TRANS CODE BROKER COMPLDATE GAIN/LOSS LONG TERM OPER-PIMCO -2,652.12 DREYFUS TREASURY CASH MGMT 31-May-2000 2,652.12 996085247 3 l-May-2000 -2,652.12 s 0.00 LONG TERM OPER-PIMCO -2,652.12 DREYFUS TREASURY CASH MGMT 3 l-May-2000 2,652.12 996085247 3!-May-2000 0.00 PC 31-May-2000 0.00 FIXED TNCOM.li: SECURITIES LONG TERM OPER-PIMCO -2,500,000.00 US TREASURY NOTES 08-Feb-2000 2,417,197.91 912S275N8 06.000% 08/15/2009 DO 08/15/ I 5-May-2000 0.00 FC LEHMAN GOVT SECS INC, NY 1 S-May-2000 0.00 LONG TERM OPER-PJMCO -3,000,000,00 COMMIT TO PUR GNMA SF MTG 22-Mar-2000 2,953,593.75 OIN0726SS 7 .500% 05115/2029 22-May~2000 0.00 FC CREDIT SUISSE FfRST BOSTON C 22-May-2000 0.00 LONG TERM OPER-PlMCO -325,600.00 GNMA POOL #0528728 13-Apr-2000 329,975.25 36212BLH4 8.000% 04/15/2030 DD 04/01/ !9-Apr-2000 -326,770.13 s BEAR STEARNS & CO INC, NY 3,205.12 LONG TERM OPER-PJMCO -325,600.00 GNMA POOL #0528728 13-Apr-2000 1,302.40 36212BLH4 8.000% 04/15/2030 DD 041011 19-Apr-2000 0.00 IS 0.00 LONG TERM OPER-PIMCO -325,600.00 GNMA POOL #0528728 I 3-Apr-2000 33 1,277.65 36212BLH4 8.000% 04115/2030 DD 04/0 II 19-Apr-2000 0.00 FC BEAR STEARNS & CO INC, NY I O-May-2000 0.00 / 2-Jun-2000 I 0: 13: 41 Executive Workbench @ ORANGE COUNTY SANITATION DISTRICT PAGE: 35 PORTFOLIO DETAIL OCSGOOO I 0000 01-MA Y-2000 -31-MAY-2000 OCSD-CONSOLIDATED SHARES/PAR TRADE DATE/ AMOUNT/ SECURITY ID TRANSACTION DESCRIPTION/ SETTL DATE/ COST/ TRANSCODE BROKER COMPLDATE GAIN/LOSS LONG TERM OPER-PJMCO -335,990.00 GNMA POOL #0522128 13-Apr-2000 340,504.87 362l ITA54 8.000% 04115/2030 DD 04/0l/ ! 9-Apr-2000 -337,197.46 s BEAR STEARNS & CO INC, NY 3,307.41 LONG TERM OPER-PJMCO -335,990.00 GNMA POOL #0522128 I 3-Apr-2000 1,343.96 36211TA54 8.000% 04/15/2030 DD 04/0 I/ l 9-Apr-2000 0.00 JS 0.00 LONG TERM O:PER-PJMCO -335,990.00 GNMA POOL #0522128 l 3-Apr-2000 341,848.83 3621 ITA54 8.000% 04/15/2030 DD 04/01/ l 9-Apr-2000 0.00 FC BEAR STEARNS & CO fNC, NY 1 O-May-2000 0.00 LONG TERM OPER-PIMCO -288,590.00 GNMA POOL 110479288 13-Apr-2000 292,467.93 36209RND1 8.000% 04115/2030 DD 041011 t 9-Apr-2000 -289,627.12 s BEAR STEARNS & CO INC, NY 2,840.81 LONG TERM OPER-PIMCO -288,590.00 GNMA POOL #0479288 13-Apr-2000 l,1:54.36 36209RND I 8.000% 04/15/2030 DD 04/01/ l 9-Apr-2000 0.00 IS 0.00 LONG TERM OPER-PlMCO -288,590.00 GNMA POOL #0479288 13-Apr-2000 293,622.29 36209RNDI 8.000% 04/1512030 DD 04/01/ I 9-Apr-2000 0.00 FC BEAR STEARNS & CO fNC, NY I 0-May-2000 0.00 LONG TERM OPER-PIMCO -338,310.00 GNMA POOL #0479289 l3-i\.prT2000 342,856.04 36209RNE9 8.000% 04/15/2030 DD 04/01 / I 9·Apr-2000 -339,525.80 s BEAR STEARNS & CO INC, NY 3,330.24 12-Jun-2000 10:13:.JI Executive Workbench @ ORANGE COUNTY SANITATION DISTRICT PAGE: 36 PORTFOLIO DETAIL OCSGOOO I 0000 01 -MAY-2000 -31-MAY-2000 OCSD-CONSOl!DATED SHARES/PAR TRADE DATE/ AMOU NT/ SECURITY ID TRA NSA.CTlON DESCRIPTION/ SETTL DATE/ COST/ TRANS CODE BROKER COMPLDATE GAIN/LOSS LONG TERM OPER-PIMCO -338,3 10.00 GNMA POOL #0479289 l 3-Apr-2000 l,353.24 36209RNE9 8.000% 04115/2030 DD 04/0 t/ 19-Apr-2000 0.00 rs 0.00 LONG TERM OPER-PJMCO -338,3 J 0.00 GNMA POOL #0479289 13-Apr-2000 344,209.28 36209RNE9 8.000% 04/15/2030 DD 04/01/ 19-Apr-2000 0.00 FC BEAR STEARNS & CO JNC, NY 10-May-2000 0.00 LONG TERM OPER-PIMCO -404,685.00 GNMA POOL #0524743 l 3-Apr-2000 410,122.95 36211 V5CO 8.000% 04/l5/2030 DD 041011 l 9-Apr-2000 -406, 139.34 s BEAR STEARNS & CO INC, NY 3,983.61 LONG TERM OPER-PIMCO -404,685.00 GNMA POOL #0524743 13-Apr-2000 1,618.74 362 11 V5CO 8.000% 0411512030 DD 04/01/ l 9-Apr-2000 0.00 IS 0.00 LONG TERM OPER-PIMCO -404,685.00 GNMA POOL #0524 743 13-Apr-2000 41 J'741.69 3621 IV5CO 8.000% 04/J 5/2030 DD 04/0 1/ 19-Apr-2000 0.00 FC BEAR STEARNS & CO INC, NY !0-May-2000 0.00 LONG TERM OPER·P!MCO -5,000,000.00 US TREASURY NOTES 27-Apr-2000 5,012,645.15 912827262 06.500% 10/15/2006 DD 101151 o 1-May-2000 0.00 FC MORGAN STANLEY & CO INC, NY 0 I -May-2000 0.00 LONG TERM OPER-PTMCO -2,000,000.00 COMMIT TO PUR GNMA SF MTG 03-May-2000 1,000,000.00 O!N080658 8.000% 05/15/2030 22-May-2000 -2,023,125.00 s BEAR STEARNS & CO INC, NY -23,125.00 fl-11111-2000 10:/3;41 Executive Workbench OCSGOOO 10000 OCSD-CONSOLIDATED SHARES/PAR SECURITY TD TRANSCODE -2,000,000.00 01N080658 FC -11,000.000.00 OIN062656 s -11,000,000.00 01N062656 FC -3,500,000.00 9128274Q2 s -3 ,500,000.00 9128274Q2 IS -3,500,000.00 9128274Q2 FC -10,500,000.00 OIN062656 s 12-Jun-2000 10:13:41 ORANGE COUNTY SANITATIONDISTRJCT PORTFOLIO DETAIL Ol-MAY-2000 -31-MA Y-2000 TRANSACTION DESCRJPTTON/ BROKER LONG TERM OPER-PTMCO COMMIT TO PUR ONMA SF MTG 8.000% 0511512030 BEAR STEARNS & CO JNC, NY LONG TERM OPER-PJMCO COMMIT TO PUR GNMA SF MTG 6.500% 0511512030 BEAR STEARNS & CO lNC, NY LONG TERM OPER-PIMCO COMMIT TO PUR GNMA SF MTG 6.500% 05/15/2030 BEAR STEARNS & CO INC, NY LIQUID OPER-PlMCO US TREASURY NOTES 05. I 25% 08/31/2000 DD 081311 WARBURG DILLON READ LLC, NEW LIQUID OPER-PIMCO U S TREASURY NOTES 05.125% 08/31/2000 DD 08/3 1/ LIQUID OPER-PIMCO US TREASURY NOTES 05.125% 08/31/2000 DD 08/3 l/ WARBURG DILLON READ LLC, NEW LONG TERM OPER-PIMCO COMMIT TO PUR GNMA SF MTG 6.500% 05/15/2030 MERRILL LYNCH PIERCE FENNER TRADE DATE/ SETTLDATE/ COMPLDATE 03-May-2000 22-May-2000 22-May-2000 08-May-2000 22-May-2000 08-May-2000 22-May-2000 22-May-2000 15-May-2000 l 6-May-2000 l 5-May-2000 16-May-2000 15-May-2000 l 6-May-2000 I 6-May-2000 15-May-2000 22-May-2000 II PAGE: 37 AMOUNT/ COST/ GAIN/LOSS 2,000,000.00 0.00 0.00 I 0, 149.648.44 -I 0,420,821.22 -271,172.78 10, 149,648.44 0.00 0.00 3,486, 738.28 -3 .4 83 '4 s 7. 03 3,281.25 37,532.27 0.00 0.00 3,524,270.55 0.00 0.00 9,679,277.34 -9,947, l4 7.53 -267,870. I 9 Executive Workbench OCSGOOO 10000 OCSD-CONSOLIDATED SHARES/PAR SECURITY ID TRANSCODE -l 0,500,000.00 OIN062656 FC -6,250,000.00 01N060650 s -6,250,000.00 OIN060650 FC PRINCIPAL PAYMENTS FIXED INCOME SECURITIES -4,489.10 31348SWZ3 FC 34,076.00 3133TCE95 PDC -34,078.50 3133TCE95 PD ,., '··~ ?nnn l()·/3:41 ORANGE COUNTY SANJTA TJON DISTRICT PORTFOLIO DETAIL Ol-MAY-2000 -31-MAY-2000 TRANSACTION DESCRIPTION/ BROKER LONG TERM OPER-PJMCO COMMIT TO PUR GNMA SF MTG 6.500% 05/15/2030 MERRlLL LYNCH PIERCE FENNER LONG TERM OPER-PIMCO COMMJT TO PUR GNMA I SF 6.000% 05/15/2029 GOLDMAN SACHS & CO, NY LONG TERM OPER-PTMCO COMMIT TO PUR GNMA I SF 6.000% 05/15/2029 GOLDMAN SACHS & CO, NY LONG TERM OPER-PlMCO FHLMC GROUP #78-6064 6.384%01/01/2028 DD 12/01/ LONG TERM OPBR-PIMCO FHLMC MUL TIC LASS CTF E3 A VAR RT 08/15/2032 LONG TERM OPER-PIMCO FHLMC MUL Tl CLASS CTF E3 A VAR RT 08/1512032 TRADE DATE/ SETTL DATE/ COMPLDATE 15-May-2000 22-May-2000 22-May-2000 16-May-2000 22-May-2000 16-May-2000 22-May-2000 22-May-2000 0 l-Apr-2000 01-Apr-2000 IS-May-2000 0 l-Apr-2000 01-Apr-2000 Ol-Apr-2000 0 l-Apr-2000 PAGE: 38 AMOUNT/ COST/ GAfN/LOSS 9,679,277.34 0.00 0.00 5,607,910.16 -5.755,859.38 -147,949.22 5,607,910. 16 0.00 0.00 4,489.10 0.00 0.00 -34,076.00 34,l 13.Z7 37.27 34,078.50 -34,115.77 -37.27 Executive Workbench @ ORANGE COUNTY SANITATION DISTRICT PAGE: 39 PORTFOLIO DETAIL OCSGOOO I 0000 01-MAY-2000 -31-MAY-2000 OCSD-CONSOL/DATED SHARES/PAR TRADE DATE/ AMOUNT/ SECURITY ID TRANSACTION DESCRIPTION/ SETTLDATE/ COST/ TRANS CODE BROKER COMPLDATE GAlN/LOSS LONG TERM OPER-PlMCO -34,078.50 FHLMC MUI., TI CLASS CTF E3 A O 1-Apr-2000 34,078.50 3133TCE95 VAR RT 08/15/2032 0 l-Apr-2000 0.00 FC I 5-May-2000 0.00 LONG TERJ\.1 OPER-PIMCO -47,990.85 FHLMC MULTTCL MTG P/C 1574 E 01-May-2000 47,990.85 3133T02D5 5.900% 06/15/2017 0 l-May-2000 -47,923.36 PD 67.49 LONG 1'ERM OPER-PJMCO -47,990.85 FHLMC MULTICL MTG PfC 1574 E 01-May-2000 47,990.85 3133T0205 S.900% 06!1512017 01-May-2000 0.00 FC l 5-May-2000 0.00 LONG TERM OPER-PIMCO -220, ! 65.82 FHLMC GROUP #G5-0476 01 -May-2000 220,165.82 3128DDQ55 7.000% 02/01/2003 DD 02/0J/ 01-May-2000 -223,605.91 PD -3,440.09 LONG TERM OPER-PIMCO -220, 165.82 FHLMC GROUP #G5-0476 0 l -May-2000 220,165.82 3128DDQ55 7.000% Q2/0l/2003 DD 02/0l/ Ol-May-2000 0.00 FC 15-May-2000 0.00 LONG TERM OPER-PIMCO -30,995.90 ONMA 11 POOL #0080023 01 -May-2000 30,995.90 36225CAZ9 7.125% 12/20/2026 DD 12/01/ 01-May-2000 -31,509.27 PD -513.37 LONG TERM OPER-PIMCO -30,995.90 GNMI\ JI POOL 110080023 01-May-2000 30,995.90 36225CAZ9 7.125% 12/20/2026 DD 12/0 I/ Ol-May-2000 0.00 FC 22-May-2000 0.00 12-Jun-2000 10:13:41 Executive Workbench OCSGOOO 10000 OCSD-CONSOLIDATED SHARES/PAR SECURITY lD TRANSCODE -39,526.15 36225CC20 PD -39,526.15 36225CC20 FC -35,207.75 3133TKKU3 PD -35,207.75 3133Tl<K.U3 FC -2,139.75 31348SWZ3 PD -48,896.50 3133TCE95 PD -1,856.63 39810#AE4 PD 12-Jun-2000 10:13:41 ·.JRA~GE COUNTY SANITATION DISTRICT PORTFOLIO DETAIL 01-MAY-2000 -31-MAY-2000 TRANSACTION DESCRIPTION/ BROKER LONG TER1v1 OPER-PTMCO GNMA ll POOL #080088M VAR RT 06/20/2027 DD 06/01 /9 LONG TERM OPER-PJMCO GNMA II POOL #080088M VAR RT 06/20/2027 DD 06/01/9 LONG TERM OPER-PlMCO FHLMC MULTI CLASS CTF 2146 QT 6.000% 11115/201 l LONG TERM OPER-PIMCO FHLMC MULTI CLASS CTF 2146 QT 6.000% 11115/2011 LONG TERM OPER-PIMCO PHLMC GROUP #78-6064 6.384%01/01/2028 DD 12/01/ LONG TERM OPER-PIMCO FHLMC MULTI CLASS CTF E3 A VAR RT 08/15/2032 ' LONG TERM OPER-PIMCO GREY STONE SVCNG CORP FHA #95 7.430% 06/01/2003 DD 02/29/0 TRADE DATE/ SETTL DATE/ COMPLDATE 01 -May-2000 0 l-May-2000 01-May-2000 Ol-May-2000 22-May-2000 Ot-May-2000 01-May-2000 0 l-May-2000 01-May-2000 J 5-May-2000 01-May-2000 Ol-May-2000 01-May-2000 0 l-May-2000 01-May-2000 0 l-May-2000 PAGE: 40 AMOUNT/ COST/ GAIN/LOSS 39,526.15 -40,390.78 -864.63 39,526.15 0.00 0.00 35,207.75 -34,586.11 621.64 35,207. 75 0.00 0.00 2,139.75 -2,087.59 52.16 48,896.50 -48,949.98 -53 .48 1,856.63 -1,829.51 27.12 Executive Workbench @ ORANGE COUNTY SANITATION DISTRICT PAGE: 41 PORTFOLIO DETAIL OCSGOOO 10000 Ol-MAY-2000 -31-MA Y-2000 OCSD-CONSOLJDATED SHARES/PAR TRADE DATE/ AMOUNT/ SECURlTY ID TRANSACTION DESCRIPTION/ SETTL DATE/ COST/ TRANSCODE BROKER COMPLDATE GAIN/LOSS LONG TERM OPER-PJMCO -1,856.63 GREYSTONE SVCNG CORP FHA #95 O 1-May-2000 1,856.63 39810#AE4 7.430% 06/01/2003 DD 02/29/0 0 I -May-2000 0.00 FC 25-May•2000 0.00 LONG TERM OPER-PIMCO -26,068.27 GREEN TREE CORP 99-D CL A-1 15-May-2000 26,068.27 3935052Y7 6.290% 10/15/2013 DD 08/26/9 l5-May-2000 -26,068.27 PD 0.00 LONG TERM OPER-PIMCO -26,068 .. 27 GREEN TREE CORP 99-D CL A-J 15-May-2000 26,068.27 3935052Y7 6.290% 10/15/2013 DD 08/26/9 15-May-2000 0.00 FC l 5-May-2000 0.00 LONG TERM OPER-PlMCO -5,791.19 FIFTH THllill BK AUTO TR 96A C 15-May-2000 5,791.19 31677EAA4 6.200% 09/011200 I DD 03/1519 l 5-May-2000 -5,79l.19 PD 0.00 LONG TERM OPER-PIMCO -S,79J.19 FIFTH THIRD BK AUTO TR 96A C l5-May-2000 5,791.19 31677EAA4 6.200% 09/01/2001DD03/15/9 l 5-May-2000 0.00 FC l 5-May-2000 0.00 LONG TERM OPER-PIMCO -41,786.05 GNMA GTD REMIC TR 2000-9 FH 16-May-2000 41,786.05 3837H4NX9 VAR RT 02/16/2030 l 6-May-2000 -41,786.05 PD 0.00 LONG TERM OPER-PIMCO -41,786.05 GNMA GTD REMTC TR 2000-9 fH 16-May-2000 41 ,786.05 3837H4NX9 VAR RT 02/16/2030 16-May-2000 0.00 FC I 6-May-2000 0.00 MATURITIES 12-Jim-2000 10:13:41 Executive Workbench @ ORANGE COUNTY SANITATION DISTRICT PAGE: 42 PORTFOLIO DETAIL OCSGOOO 10000 01-MAY-2000-31-MAY-2000 OCSD-CONSOLIDATED SHARES/PAR TRADE DATE/ AMOUNT/ SECURITY ID TRANS:<\.CTION DESCRIPTION/ SETTLDATE/ COST/ TRANSCODE BROKER COMPLDATE GAIN/LOSS CASH & CASH EQUIVALENTS LONG TERM OPER-PIMCO -4,500,000.00 FEDERAL NATL MTG ASSN DISCOU 04-May-2000 4,455,050.00 3!3588WK7 MATURES 05/04/2000 04-May-2000 -4,455,050.00 MT 04-May-2000 0.00 LIQUID OPER-PIMCO -2, I 00,000.00 FEDERAL NATL MTG ASSN DISCOU 1 l-May-2000' 2,077,894.58 313588WSO MAT 05/ll/2000 I 1-May-2000 -2,077,894.58 MT l l-Ma.y-2000 0.00 LONG TERM OPER-PJMCO -5,.300,000.00 ALUMINUM CO AMER DISC t2-May-2000 5,249,482. I 7 02225AEC2 05/12/2000 12-May-2000 -5,249,482.17 MT 12-May-2000 0.00 LONG TERM OPER-PIMCO -4,700,000.00 USAA CAP CORP DISC l 5-May-2000 4,656,701.25 90328AEF6 0511512000 J 5-May-2000 -4,656,70 1.25 MT 15-May-2000 0.00 LONG TERM OPER-PIMCO -2,700,000.00 EASTMAN KODAK CO DISC l 8-May-2000 2,668,209.75 27746AEJ4 05/18/2000 18-May-2000 -2,668,209. 75 MT l &-May-2000 0.00 LIQUID OPER-PIMCO -1,700,000.00 FEDERAL NATL MTG ASSN DJSC 19-May-2000 1,697,695.56 313588XA8 MAT 05119/2000 ! 9-May-2000 -1,697,695.56 MT 19-May-2000 0.00 LONG TERM OPER-PIMCO -700,000.00 DA1MLERCHR YSLER DISC i 9-May-2000 699,498.33 2338EOEK8 05/19/2000 I 9-May-2000 -699,498.33 MT l 9-May-2000 0.00 I 2-Jun-2000 10: 13 ./ l Executive Wcrkbem:li OCSGOOO 10000 OCSD-CONSOLIDATED SHARES/PAR SECURITY ID TRANSCODE -7,000.000.00 36959HEK9 MT -5,200,000.00 07588REN1 MT -4, 700,000.00 90262CEP8 MT -4,300,000.00 313396XF5 MT -4,700,000.00 90262CEQ6 MT -1 ,800,000.00 313384XFI MT -400,000.00 313396Xf5 MT ll..Jun-1000 /0:13:41 ORANGE COUNTY SANITATION DISTRICT PORTFOLIO DETAIL 01-MAY-2 000 -31-MAY-2000 TRANSACTION DESCRIPTION/ BROKER LONG TERM OPER-PIMCO GENERAL ELEC CAP DlSC 05/1912000 LONG TERM OPER-PIMCO BECTON DICKlNSON DISC 05/22/2000 LONG TERM OPER-PlMCO UBS FIN DEL INC DISC 05/23/2000 LONG TERM OPER-PIMCO FEDERAL HOME LN MTG CORP DJS MAT 05/24/2000 LONG TERM OPER-PIMCO UBS FIN DEL lNC DISC 05/24/2000 LIQUID OPER-PIMCO FEDERAL HOME LN BK CONS DISC MAT 05/24/2000 LIQUID OPER-PIMCO FEDERAL HOME LN MTG CORP DIS MAT 05/24/2000 TRADE DATE/ SETTLDATE/ COMPL DATE l 9-May-2000 I 9-May-2000 I 9-May-2000 22-May-2000 22-May-2000 22-May-2000 23-May-2000 23-May-2000 23-May-2000 24-May-2000 24-May-2000 24-May-2000 24-May-2000 24-May-2000 24-May-2000 24-May-2000 24-May-2000 24-May-2000 24-May-2000 24-May-2000 24-May-2000 PAGE: ./3 AMOUNT/ COST/ GAINfLOSS 6,907,755.56 -6,907,755.56 0.00 5,157,179.44 -5,157,179.44 0.00 4,699,156.61 -4,699, I 56.6 l 0.00 4,293,388. 75 -4,293,388.75 0.00 4,699, 16 l.83 -4,699,161.83 0.00 1, 791,768.00 -1,79\,768.00 0.00 399,123.22 -399, 123.22 0.00 Executive Workbench OCSGOOOJOOOO OCSD-CONSOLIDATED SHARES/PAR SECURITY ID TRANSCODE -900,000.00 38 142TEQ4 MT -400,000.00 313384XH7 MT FIXED INCOME SECURITIES INTEREST -I ,000,000.00 3134A3RT5 MT 0.00 996087094 lT 1,000,000.00 733 17PAD1 IT 0.00 996085247 IT /2-Jun-2000 10:13:41 ORANGE COUNTY SANITATION DISTRICT PORTFOLIO DETAIL 01-MAY-2000 -31-MAY-2000 TRANSACTION DESCRIPTION/ BROKER LlQUID OPER-PIMCO GOLDMAN SACHS GROUP L P DISC 05/24/2000 LIQUID OPER-PJMCO FEDERAL HOME LN BK CONS DISC MAT 05/2612000 LIQUID OPER-PIMCO FEDERAL HOME LN MTG CORP DEB FLTG RT 0511812000 DD 05118/ LONG TERM OPER-PlMCO BSDT-LATE MONEY DEPOSIT ACCT LONG TERM OPER-PIMCO POPULAR fNC MTN #TR 00004 6.200% 04/30/2001 DD 04/2119 LrQUID OPER-PIMCO DREYFUS TREASURY CASH MGMT TRADE DATE/ SETTLDATE/ COMPL DATE 24-May-2000 24-May-2000 24-May-2000 26-May-2000 26-May-2000 26-May-2000 18-May-2000 I 8-May-2000 I 8-May-2000 OI -May-2000 Ol-May-2000 OJ-May-2000 0 l-May-2000 JO-Apr-2000 01-May-2000 02-May-2000 Ol-May-2000 02-May-2000 PAGE· 44 AMOUNT/ COST/ GACN/LOSS 888,288.25 -888,288.25 0.00 399,793.33 -399,793.33 0.00 ',000,000.00 -999,200.00 800.00 0.36 0.00 0.00 31,000.00 0.00 0.00 428.52 0.00 0.00 Executive Workbench @ ORANGE COUNTY SANITATION DISTRICT II . PAGE: 45 PORTFOLIO DETAIL OCSGOOO I 0000 01-MAY-2000 ~ 31-MAY-2000 OCSD-CONSOLIDATED SHARES/PAR TRADE DATE/ AMOUNT/ SECURITY ID TRANSACTION DESCRIPTION/ SETTLDATE/ COST/ TRANSCODE BROKER COMPL DATE GAIN/LOSS LONG TERM OPER-PIMCO I.000,000.00 HOUSEHOLD FJN MTN SR#00570 02-May-2000 15,496.86 44181KZT4 FLTG RT 08/01/2001 DD 09/04/ 02-May-2000 0.00 lT 02-May-2000 0.00 LONG TERM OPER-PIMCO 0.00 DREYFUS TREASURY CASH MGMT 02-May-2000 1,825.41 996085247 01-May-2000 0.00 IT 02-May-2000 0.00 LONG TERM OPER-PIMCO 4,500,000.00 FEDERAL NA TL MTG ASSN DISCOU 04-May-2000 44,950.00 313588WK7 MATURES 05/04/2000 04-May-2000 0.00 IT 04-May-2000 o.oo LONG TERM OPER-PIMCO 2,000,000.00 BANKERS TR NY CORP GLOBAL NT l 1-May-2000 31,000.00 066365DW4 FLTG RT 05/1112003 DD 05/J I/ I 1-May-2000 0.00 IT l l-May-2000 0.00 LIQUID OPER-PIMCO 2, I 00,000.00 FEDERAL NATL MTG ASSN DISCOU 1 l-May-2000 22.105.42 313588WSO MAT 051t1 /2000 I 1-May-2000 0.00 lT I J -May-2000 0,00 LONG TERM OPER-PIMCO 5,300,000.00 ALUMINUM CO AMER DISC 12-May-2000 50,517.83 02225AEC2 0511212000 12-May-2000 0.00 IT 12-May-2000 0.00 LIQUID OPER-PIMCO 500,000.00 UGI UTILS !NC MTN #TR 00006 I 5-May-2000 15,425.00 90269QAF6 6.170% 03/06/2001 DD 0310619 I 5-May-2000 0.00 IT 15-May-2000 0.00 J 2-Jun-2000 JO: I 3:41 Executive Workbench @ ORANGE COUNTY SANITATION DISTRICT PA.GE: 46 PORTFOLIO DETAIL OCSGOOO 10000 Ol-MAY-2000-31-MAY-2000 OCSD-CONSOLJDATED SHARES/PAR TRADE DATE/ AMOUNT/ SECURITY lD TRANSACTION DESCRJPTlON/ SETTL DATE/ COST/ TRANSCODE BROKER COMPLDATE GAIN/LOSS LONG TERM OPER-PIMCO 2,005,000.00 SEARS ROEBUCK ACCEP CORP MTN 15-May-2000 65,563.50 81240QGW6 6.540% 02/20/2003 DD 02/20/9 15-May-2000 0.00 IT 15-May-2000 0.00 LONG TERM OPER-PlMCO 2,000,000.00 FORD MTR CR CO GLOBAL NTS l 5-May-2000 31,464.51 345397RV7 FL TG RT 02113/2 003 DD 02/ l 3/ 13-May-2000 0.00 IT 15-May-2000 0.00 LONG TERM OPER-PlMCO 1,000,000.00 PORD MOTOR CR CO NT 15-May-2000 33,750.00 345397GV9 6.750% 0511512005 15-May-2000 0.00 IT 15-May-2000 0.00 LONG TERM OPER-PIMCO 3,000,000.00 GENERAL MTRS ACCEP #TR 00562 l 5-May-2000 47,474.70 37042WZKO FL TO RT 02/14/2003 DD 02/14/ 15-May-2000 0.00 IT l .5-May-2000 0.00 LONG TERM OPER-PIMCO 220,165.82 FHLMC GROUP #05-0476 15-May-2000 50,418.81 3128DDQ55 7.000% 02/01/2003 DD 02/01/ 0 l-May-2000 0.00 IT 15-May-2000 0.00 LONG TERM OPER-PIMCO 4, 700,000.00 USAA CAP CORP DISC 15-May~2000 43,298.75 90328AEF6 0511512000 15-May-2000 0.00 JT I 5-May-2000 0.00 LONG TERM OPER-PIMCO 35,207.75 fHLMC MULTI CLASS CTF 2146 QT I 5-May-2000 12,217.80 3133TKKU3 6.000% ll/15/2011 0 I -May-2000 0.00 IT l 5-May-2000 0.00 12-Jim-2000 10: 13:41 Executive Workbench OCSGOOO I 0000 OCSD-CONSOLIDATED SHARES/PAR SECURJTY ID TRANSCODE 47,990.85 3133T02D5 IT 4,489.10 3J348SWZ3 1T 26,068.27 3935052¥7 JT 34,078.50 3133TCE95 IT 5,791.19 31677EAA4 1T 2.50 3l33TCE95 IT 41 ,786.05 3837H4NX9 1T 12-Jun-2000 10:13:41 ORANGE COUNTY SANITATION DISTRICT PORTFOLIO DETAIL 01-MAY-2000 -31-MAY-2000 TRANSACTION DESCRIPTION/ BROKER LONG TERM OPER-PIMCO FHLMC MULTICL MTG P/C 1574 E 5.900% 06/15/2017 LONG TERM OPER-PIMCO FHLMC GROUP #78-6064 6.384% 01/01/2028 DD 12/01/ LONG TERM OPER-PIMCO GREEN TREE CORP 99-D CL A· I 6.290% 10/15/2013 DD 08/26/9 LONG TERM OPER-PIMCO FHLMC MULTICLASS CTF E3 A VAR RT 08115/2032 LONG TERM OPER-PJMCO FIFTH THIRD BK AUTO TR 96A C 6.200% 091011200 l DD 03/15/9 LONG TERM OPER-PTMCO FHLMC MULTICLASS CTF E3 A VAR RT 08/15/2032 LONG TERM OPER-PIMCO GNMA GTD REMIC TR 2000-9 PH VAR RT 02/16/2030 TRADE DATE/ SETIL DATE/ COMPLDATE I 5-May-2000 01-May-2000 I 5-May-2000 LS-May-2000 01-Apr-2000 1 S-May-2000 1.S-May-2000 15-May-2000 15-May-2000 15-May-2000 Ol-Apr-2000 I 5-May-2000 1 5-May-2000 15-May-2000 15-May-2000 15-May-2000 Ol-Apr-2000 15-May-2000 16-May-2000 16-May-2000 I 6-May-2000 PAGE· 47 AMOUNT/ COST/ GAIN/LOSS 2,072.53 o.oo 0.00 1,770.53 0.00 0.00 1,852.99 0.00 0.00 15,746.72 0.00 0.00 192.38 0.00 0.00 2.SO 0.00 0.00 14,928.66 o.oo 0.00 £.xecutive Workbench OCSGOOO 10000 OCSD-CONSOLIDA TED SHARES/PAR SECURITY lD TRANSCODE 3,500,000.00 17120QE80 TT 1,000,000.00 3134A3RT5 IT 3,950,000.00 370425QV5 IT 2,700,000.00 27746AEJ4 TT 700,000.00 2338EOEK8 IT I, 700,000.00 313588XA8 IT 7,000,000.00 36959HEK9 IT 12-Jun-2000 10:13.·4] ORANGE COUNTY SANITATION DISTRICT PORTFOLIO DETAIL 01-MAY~2000 -31-MAY-2000 TRANSACTION DESCRIPTION/ BROKER LONG TERM OPER-PIMCO CHRYSLER FINL LLC MTN #TR006 FLTG RT 08/0872002 DD 04/08/ LIQUfD OPER-P1MCO FEDERAL HOME LN MTG CORP DEB FLTG RT 05/18/2000 OD 051181 LONG TERM OPER-PIMCO GMACNTS FLTG RT 08/J 8/2003 DD 08/17/ LONG TERM OPER-PIMCO EASTMAN KODAK CO DISC 05/18/2000 LONG TERM OPER-PIMCO DAJMLERCHR YSLER D!SC 05/19/2000 LJQUfD OPER-PIMCO FEDERAL NATL MTG ASSN D!SC MAT 05/19/2000 LONG TERN! OPER-PIMCO GENERAL ELEC CAP DISC 05/19/2000 TRADE DATE/ SETTL DATE/ COMPLDATE 17-May-2000 20-Apr-2000 l 7-May-2000 l 8-May-2000 18-May-2000 18-May-2000 18-May-2000 18-May-2000 18-May-2000 18-May-2000 l 8-May-2000 18-May-2000 19-May-2000 l 9-May-2000 l 9-May-2000 l 9-May-2000 19-May-2000 19-May-2000 l 9-May-2000 19-May-2000 I 9-May-2000 II PAGE: 48 AMOUNT/ COST/ GAIN/LOSS l 7,068.35 0.00 0.00 4,945.83 0.00 0.00 61,110.45 0.00 0.00 31,790.25 0.00 0.00 501.67 0.00 0.00 2,304.44 0.00 0.00 92,244.44 0.00 0.00 Executive Workbench OCSGOOO 1 onoo OCSD-CONSOUDATED SHARES/PAR SECURJTY ID TRANSCODE 2,000,000.00 3837H3C70 IT 5,200,000.00 07588REN1 IT 30,995.90 36225CAZ9 IT 39,526.15 36225CC20 ff 4, 700,000.00 90262CEP8 IT 12,112.81 3133Tl7A4 fT 4,300,000.00 313396XF5 IT 12-.11111-2f10!) 10: 13:41 ORANGE COUNTY SANITATION DISTRICT PORTFOLIO DETAIL 01-MAY-2000 -31-MAY-2000 TRANSACTION DESCRIPTION/ BROKER LONG TERM OPER-PIMCO GNMA GTD REMJC TR 2000-2 PA 7.000% 12/20/2022 LONG TERM OPER-PIMCO BECTON DICKINSON DISC 05/22/2000 LONG l'ERM OPER-PlMCO GNMA Tl POOL #0080023 7.125% 12/20/2026 DD 12/01/ LONG TERM OPER-PIMCO GNMA JI POOL #080088M VAR RT 06/20/2027 DD 0610119 LONG TERM OPER-PlMCO UBS FIN DEL INC DISC 05/23/2000 LONG TERM OPER-PIMCO FHLMC MULTlCLASS CTF SER 162 6.000% I Ill 5/2023 DD 11101/9 LONG TERM OPER-PIMCO FEDERAL HOME LN MTG CORP DIS MAT 05/24/2000 TRADE DATE/ SETTLDATE/ COMPLDATE 22-May-2000 01-May-2000 22-May-2000 22-May-2000 22-May-2000 22-May-2000 22-May-2000 0 l-May-2000 22-May-2000 22-May-2000 01-May-2000 22-May-2000 23-May-2000 23-May-2000 23-May-2000 23-May-2000 01-May-2000 23-May-2000 24-May-2000 24-May-2000 24-May-2000 ll PAGE: AMOUNT/ COST/ GAIN/LOSS 11,666.67 o.oo o.oo 42,820.56 0.00 MO 8,521.64 0.00 0.00 I0,258.72 0.00 0.00 843.39 0.00 0.00 12,112.81 0.00 0.00 6,6 11.25 0.00 o.oo Executive Workbenc/1 OCSGOOO 10000 OCSD-CONSOLIDATED SHARES/PAR SECURITY ID TRANSCODE J,800,000.00 3 l3384XFI IT 400,000.00 313396XP5 IT 900,000.00 38142TEQ4 IT 4, 700,000.00 90262CEQ6 IT 2,000,000.00 3133TDPV2 IT 1,856.63 398lO#A.E4 fT 400,000.00 313384XH7 IT 12-Jun-2000 J 0: 1 3~41 ORANGE COUNTY SANITATION DISTRICT PORTFOLIO DETAIL Ol-MAY-2000 -31-MAY-2000 TRANSACTION DESCRIPTION/ BROKER LIQUID OPER-PIMCO FEDERAL HOME LN BK CONS DISC MAT 05/24/2000 LIQUID OPER-PlMCO FEDERAL HOME LN MTG CORP DIS MAT 05/24/2000 LlQtJJD OPER-PIMCO GOLDMAN SACHS GROUP L P DISC 05/24/2000 LONG TERM OPER-PIMCO UBS FIN DEL INC DISC 05/24/2000 LONG TER.lvf OPER-PIMCO FHLMCMULTICLASS CTFTI I A6 6.500% 09/25/2018 LONG TERM OPER-PlMCO GREYSTONE SVCNG CORP FHA #95 7.430% 06/01/2003 DD 02/29/0 LIQUID OPER-PIMCO FEDERAL HOME LN BK CONS DISC MAT 0512612000 TRADE DATE/ SETTL DATE/ COMPLDATE 24-May-2000 24-May-2000 24-May-2000 24-May-2000 24-May-2000 24-May-200(). 24-May-2000 24-May-2000 24-May-2000 24-May-2000 24-May-2000 24-May-2000 25-May-2000 25-Apr-2000 25-May-2000 25-May-2000 Ol-May-2000 25-May-2000 26-May-2000 26-May-2000 26-May-2000 PAGE: 50 Al\ilOUNT/ COST/ GAIN/LOSS 8,232.00 0.00 0.00 876.78 0.00 0.00 I 1,711.75 0.00 0.00 838.17 0.00 0.00 10,833.33 0.00 0.00 8,159.32 0.00 0.00 206.67 0.00 0.00 Executive Workbench @ ORANGE COUNTY SANITATION DISTRICT PAGE: 51 PORTFOLIO DETAIL OCSGOOOJOOOO Ol-MAY-2000 -31-MAY-2000 OCSD-CONSOLJDATED SHARES/PAR TRADE DATE/ AMOUNT/ SECURITY ID TRANSACTlON DESCRlPTlON/ SETTLDATE/ COST/ TRA'NS CODE 'B ROKER COMPLDATE GAIN/LOSS LONG TERM OPER-PIMCO 2,000,000.00 FORD MTR CR CO TERM ENHANCED JO-May-2000 J J,740.00 345397SC8 FLTG RT 08/27/2006 DD 08127/ 27-May-2000 0.00 IT 30-May-2000 0.00 LONG TERM OPER-PIMCO 0.00 US TREASURY INFLATION INDEX 3 l-May-2000 8,250.00 9128275W8 4.250%001/15/2010 DD 01/15/ 0.00 CD 3 l-May-2000 0.00 LONG TERM OPER-PIMCO 0.00 SALOMON SMITH BARNEY HLDGS 1 31-May-2000 15,137.50 795498801 3.650% 02/1412002 DD 02/141 0.00 CD 31-May-2000 0.00 LONG TERM OPER-PIMCO 0.00 SHORT TERM FDS INT ADJ 3 l-May-2000 -2,652.12 990000PJ4 NET OF OVERNIGHT INTEREST 3 l -May-2000 0.00 cw 3 t-May-2000 0.00 LONG TERM OPER-PIMCO 0.00 US TREASURY INFLATION INDEX J l-May-2000 201,480.00 9128272M3 3.375% 01/15/2007 DD 0 l /15/ 0.00 CD 3 J-May-2000 0.00 LONG TERM OPER-PIMCO 0.00 US TREASURY INFLATION INDEX 3 l-May-2000 71,094.00 9128273A8 3.625% 07/15/2002 OD 07/15/ 0.00 co 31-May-2000 0.00 12-Jim-2000 10:13:41 Executive Workbench