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2015_09_17_board Costa Mesa Sanitary District ... an Independent Special District AGENDA Michael Scheafer President Arthur Perry Vice President Robert Ooten Secretary Arlene Schafer Assistant Secretary James Ferryman Director Public Comments. Any member of the public may address the Board. Speakers on agenda items should identify themselves to the Deputy Clerk before the meeting so that their input can be provided at the time the item is considered. Speakers on non-agenda items will be heard under Public Comments. Pursuant to State law, the Board may not discuss or take action on non-agenda items except under special circumstances. Speakers must limit their remarks to three minutes or as decided upon by the Presiding Officer. The Presiding Officer reserves the right to declare any speaker out of order. Obtaining Agenda Materials: The public is entitled to copies of all documents that are made part of the agenda packet. If any document or other writing pertaining to an agenda item is distributed to all or a majority of the Board after the packet is prepared, a copy of that writing may be obtained at the District offices at 628 W. 19th Street, Costa Mesa, California. The Deputy Clerk of the District may be contacted at (949) 645-8400. In Compliance with ADA: Contact Noelani Middenway, (949) 645-8400, 48 hours prior to meeting if assistance is needed (28 CFR 35.102.35.104 ADA Title II). BOARD OF DIRECTORS REGULAR MEETING 628 W. 19TH STREET, COSTA MESA 92627 Thursday, September 17, 2015 5:30 PM I.CALL TO ORDER II.PLEDGE OF ALLEGIANCE III.INVOCATION IV.ROLL CALL (If absences occur, consider whether to deem those absences excused based on facts presented for the absence - such determination shall be the permission required by law.) V.Ceremonial Matters and Presentations VI.Announcement of Late Communications NOTE: Unless directed otherwise by the Board of Directors, all actions shall be based on/memorialized by the latest document submitted as a late communication. VII.PUBLIC COMMENTS This time has been set aside for persons in the audience to make comments on items within the subject matter jurisdiction of the Costa Mesa Sanitary District that are not listed on this agenda. Members of the public will have the opportunity to address the Board of Directors about all other items on this agenda at the time those items are considered. Under the provisions of the Brown Act, the Board of Directors is prohibited from taking action on oral requests but may refer the matter to staff or to a subsequent meeting. The Board of Directors will respond after public comment has been received. Please state your name. Each speaker will be limited to four (4) continuous minutes. VIII.CONSENT CALENDAR All matters listed on the consent calendar are considered to be routine and may be acted upon by one motion after public comment has been received. Only Board of Directors may pull an item for discussion. Reading of resolutions is waived and they will be adopted and numbered. Now is the time for those in the audience who wish to speak to items listed on the consent calendar. Each speaker will be limited to four (4) continuous minutes of comment on the consent calendar as a whole. 1.Board of Directors Study Session Meeting Minutes of August 11, 2015 Recommendation: That the Board approve and file. 2.Board of Directors Special Meeting Minutes of August 25, 2015 Recommendation: That the Board of Directors approve and file. 3.Board of Directors Regular Meeting Minutes of August 27, 2015 Recommendation: That the Board of Directors approve and file. 4.Occupancy Report and Payment to CR&R Environmental Services Recommendation: That the Board of Directors: 1. Accepts the occupancy count as presented using 21,866 as the correct number of active units. 2. Direct staff to prepare a warrant to CR&R Environmental Services in the amount of $214,186.22 to be ratified in the September 2015 warrant list, for August 2015 collection. 5.Contract Payment to CR&R Environmental Services for Recycling & Disposal Services Recommendation: That the Board of Directors approves payment to CR&R Environmental Services for recycling and disposal services for the months of July and August 2015. 6.Adoption of Warrant Resolution No. CMSD 2016-03 Approving District Warrant Registers Recommendation: That the Board of Directors adopt Warrant Resolution No. CMSD 2016-03 approving District warrants for the Month of August 2015 in the amount of $759,884.45. 7.Directors' Compensation and Reimbursement of Expenses Recommendation: That the Board of Directors approves Directors’ compensation and reimbursement of expenses for the month of August 2015. 8.Sewer Lateral Assistance Program (SLAP) Update Recommendation: That the Board of Directors approve and file. 9.Investment Report for the Month of August 2015 Recommendation: That the Board of Directors approves the Investment Report for the month of August 2015. 10.Resolution No. 2015-874 Recommendation: That the Board of Directors adopt Resolution No. 2015- 874 ordering the publication of Ordinance No. 108, amending Operations Code Section 4.03.020 – Operating Reserves. ------------------------------- END OF CONSENT CALENDAR------------------------------- IX.PUBLIC HEARINGS X.GENERAL MANAGER 11.EEC Environmental GIS and CMMS Support Services Recommendation: That the Board of Directors determines EEC Environmental support services for Geographic Information System (GIS) and Computerized Maintenance Management System (CMMS) is in the best interest of the District and waives bidding procedures in accordance with District Operations Code Section 4.04.120(f). 12.Sewer Lateral Assistance Program (SLAP) Survey Results Recommendation: That the Board of Directors receive and file the report. 13.Organics Recycling Program Update - Oral Report Recommendation: That the Board of Directors receive an oral report from Secretary Ooten. 14.Contribution Program - Costa Mesa Public Safety Recognition Barbeque Recommendation: That the Board of Directors considers sponsoring this event. XI.ENGINEER'S REPORTS 15.Project Status Report Recommendation: That the Board of Directors receive and file the report. XII.TREASURER'S REPORTS 16.Resolution No. 2015-875 Recommendation: The Board of Directors adopt Resolution No.2015-875 authorizing District Treasurer to invest in CalTRUST. 17.Agreement with Davis Farr Recommendation: That the Board of Directors approve the agreement with Davis Farr. XIII.ATTORNEY'S REPORTS XIV.LOCAL MEETINGS In accordance with AB 1234 (Gov. Code 53232.3), a report is required to be given by a Director for any meeting for which expense reimbursement of any kind is provided. Note: For meetings for which the per diem compensation is sought, the Operations Code provides that such compensation is authorized for each day's service rendered as a Director at the request of the Board (not to exceed six days in one month), and certain meetings are specified as being eligible as set forth in District Operations Code 3.01.030. For meetings not so listed, the Board must approve the service for it to be eligible for the per day compensation.) A. Orange County Sanitation District (OCSD) - (Director Ferryman) Recommendation: That the Board of Directors accepts oral report. B.Santa Ana River Flood Protection Agency (SARFPA) - (Vice President Perry) Recommendation: That the Board of Directors accepts oral report. C.Independent Special Districts of Orange County (ISDOC) - (President Scheafer) Recommendation: That the Board of Directors accepts oral report. D.California Special Districts Association (CSDA) - (Assistant Secretary Schafer) Recommendation: That the Board of Directors accepts oral report. E.Special District Risk Management Authority (SDRMA) - (President Scheafer) Recommendation: That the Board of Directors accepts oral report. F.Other Meetings Qualifying for Reimbursement under CMSD Ordinance No. 55, Operations Code Section 3.01.030 Recommendation: That the Board of Directors accepts oral report. XV.OLD BUSINESS XVI.NEW BUSINESS XVII.ORAL COMMUNICATIONS AND DIRECTOR COMMENTS XVIII.ADJOURNMENT Costa Mesa Sanitary District ... an Independent Special District Board of Directors Study Session Meeting Minutes of August 11, 2015 Item Number:1. Recommendation/Notes: Recommendation: That the Board approve and file. ATTACHMENTS: Description Type Minutes - Study Session 2015-08-11 Cover Memo COSTA MESA SANITARY DISTRICT MINUTES OF BOARD OF DIRECTORS STUDY SESSION AUGUST 11, 2015 ______________________________________________________________________ CALL TO ORDER The Board of Directors of the Costa Mesa Sanitary District met in study session on August 11, 2015 at 9:30 A.M. at 628 W. 19th Street, Costa Mesa. ROLL CALL DIRECTORS PRESENT: DIRECTORS ABSENT: Michael Scheafer, Arthur Perry, Arlene Schafer, James Ferryman Robert Ooten STAFF PRESENT: Scott Carroll, General Manager; Robin Hamers, District Engineer; Javier Ochiqui, Senior Management Analyst; Elizabeth Pham, Management Analyst II; Ed Roberts, Code Enforcement Officer; Gina Terraneo, Administrative Assistant II OTHERS PRESENT: Dean Ruffridge, CR&R; Lawrence Jones, CR&R PUBLIC COMMENT - None ITEMS OF STUDY 1. Recycling & Waste Diversion Reports – July 2015 Recommendation: That the Board of Directors receive and file the report. Javier Ochiqui, Senior Management Analyst, provided report details. Discussion followed regarding the definition and processing of fines, as listed in the report. 2. Code Enforcement Officer Report – July 2015 Recommendation: That the Board of Directors receive and file the report. COSTA MESA SANITARY DISTRICT PAGE 2 MINUTES OF THE BOARD OF DIRECTORS STUDY SESSION HELD AUGUST 11, 2015 ______________________________________________________________________ Ed Roberts, Code Enforcement Officer, provided report details and discussed current scavenging investigations. He noted a concentration of investigations within a 2-mile radius of the District’s headquarters. Discussion followed regarding the number of investigations in other areas of Costa Mesa and locations where the scavenged items are being taken for recycling. Roberts offered to provide a ride along opportunity for any interested Board Members. He concluded by reporting the observed correlation between scavenging and the transient population of Costa Mesa. President Scheafer provided a comment regarding the observed success of allowing CR&R to schedule large item pickups. 3. Organics Ad Hoc Committee Update – Oral Report Recommendation: That the Board of Directors receive an oral report from President Scheafer. President Scheafer provided report details. He noted that there have been many requests to turn in regular trash bins in exchange for organics bins and that requests for exemptions are below the District’s and CR&R’s projections. Scott Carroll, General Manager, provided a brief overview of the CR&R Organics Workshop in Laguna Niguel that he attended. Lawrence Jones of CR&R reported that CR&R is tracking the number of organics- related phone calls they receive from Costa Mesa residents daily. Discussion followed regarding the increase in daily tonnage, the Organics Program participation rate, dispersal of information about the Organics Program, the possibility of restaurants participating in the Organics Program, and the possibility of having Dean Ruffridge and Lawrence Jones of CR&R speak at the Independent Special Districts of Orange County (ISDOC) meeting on October 22, 2015. Director Ferryman concluded with the suggestion that a press release be distributed once the Organics Program is fully rolled out. 4. Survey Results from BHI Management Consulting on What Makes Great General Managers Recommendation: That the Board of Directors receive and files the report. Scott Carroll, General Manager, provided details regarding the General Manager Leadership Summit that he attended in Newport Beach. He noted that survey results showed that General Managers and Board Members gave similar responses in the areas of valuable hiring attributes, professional attributes, general descriptors, and personal attributes. COSTA MESA SANITARY DISTRICT PAGE 3 MINUTES OF THE BOARD OF DIRECTORS STUDY SESSION HELD AUGUST 11, 2015 ______________________________________________________________________ 5. OC Waste and Recycling Update Recommendation: That the Board of Directors receive and files the report. Elizabeth Pham, Management Analyst II, provided report details regarding her attendance of the OC Waste & Recycling Coordinator’s Meeting at the Discovery Cube in Santa Ana. She noted that there was discussion of increasing tipping fees, the introduction of a Renewable Technologies Implementation Plan, new grant opportunities, the approval of 32 out of 34 Waste Disposal Agreements, and the planned expansion of the Discovery Cube. Discussion followed regarding providing the Costa Mesa Police Department with accurate pharmaceutical and sharps disposal information. 6. Seminar Calendar Recommendation: That the Board of Directors receive and files the report. President Scheafer suggested the addition of the Solid Waste event at the Fairplex in Pomona in November and the Annual SWANA Conference. 7. Sexual Harassment Training Status Recommendation: That the Board of Directors receive and files the report. Scott Carroll, General Manager, reported that all Board and staff have completed the Sexual Harassment Training. Discussion followed regarding awards that the District has applied for. 8. Future Study Session Items Recommendation: That the Board of Directors provide staff with direction on items to be placed on future study session agendas. Assistant Secretary Schafer announced that the District received a “Thank You” letter from the Special Olympics for the contribution of bags. ORAL COMMUNICATIONS Scott Carroll, General Manager, introduced the District’s new Administrative Assistant, Gina Terraneo to the Board of Directors. President Scheafer noted that he and Director Ferryman have been signed up for the WEROC (Water Emergency Response Training of Orange County) training. COSTA MESA SANITARY DISTRICT PAGE 4 MINUTES OF THE BOARD OF DIRECTORS STUDY SESSION HELD AUGUST 11, 2015 ______________________________________________________________________ ADJOURNMENT There being no further business to come before the Board, President Scheafer adjourned the meeting at 10:30 A.M. _________________________ _________________________ Robert Ooten Michael Scheafer Secretary President Costa Mesa Sanitary District ... an Independent Special District Board of Directors Special Meeting Minutes of August 25, 2015 Item Number:2. Recommendation/Notes: Recommendation: That the Board of Directors approve and file. ATTACHMENTS: Description Type Board of Directors Special Meeting Minutes of August 25, 2015 Cover Memo COSTA MESA SANITARY DISTRICT MINUTES OF BOARD OF DIRECTORS SPECIAL MEETING AUGUST 25, 2015 ______________________________________________________________________ CALL TO ORDER The Board of Directors of the Costa Mesa Sanitary District met in special session on August 25, 2015 at 9:00 A.M. at 628 W. 19th Street, Costa Mesa. ROLL CALL DIRECTORS PRESENT: DIRECTORS ABSENT: Michael Scheafer, Arthur Perry, Robert Ooten, Arlene Schafer, James Ferryman None STAFF PRESENT: Scott Carroll, General Manager; Marc Davis, District Treasurer; Wendy Davis, Finance Manager; Noelani Middenway, District Clerk; Kaitlin Tran, Accountant OTHERS PRESENT: Jim Mosher, Resident PUBLIC COMMENT President Scheafer invited members of the public to address the Board. Jim Mosher, resident, suggested making the District’s investment policy easier to find on the District's website and commented on the City of Newport Beach Finance Committee's discussions regarding the possible annexation of Newport Beach’s sewer system to a special district. Discussion followed regarding the potential annexation. Seeing no one further, President Scheafer closed public comments and deferred to Marc Davis, District Treasurer, for a report. Mr. Davis presented details of the District's allowable investments, investment technology, investment objectives, investment philosophy, placing investments, current environment, and District impact. COSTA MESA SANITARY DISTRICT PAGE 2 MINUTES OF THE BOARD OF DIRECTORS SPECIAL MEETING HELD AUGUST 25, 2015 ________________________________________________________________ Discussion ensued regarding allowable investments, investments in commercial papers, CalTrust and super nationals. Mr. Davis outlined the five objectives when purchasing investments including legality, safety, liquidity, diversification and yield. Wendy Davis, Finance Manager, noted that the custodial company had been changed and has saved the District a significant amount of money. Discussion ensued regarding budgeting for capital improvement projects. Scott Carroll, General Manager, suggested that the Board consider investing in CalTrust to potentially increase earnings. President Scheafer recessed the meeting at 10:12 A.M. and reconvened at 10:17 A.M. Mr. Davis provided a demonstration of the eConnect Direct system and further discussed the current investment environment and District impact. General Manager Carroll requested direction from the Board on increasing the District’s return by 1.5 percent. Discussion followed and the Board of Directors expressed favor of looking into investment options to increase the District’s rate of return. President Scheafer invited members of the public to provide comment. Mr. Mosher commented regarding rates of return and amending the District’s investment policy to include super national’s as an allowable investment. ADJOURNMENT There being no further business to come before the Board, President Scheafer adjourned the meeting at 10:45 A.M. _________________________ _________________________ Robert Ooten Michael Scheafer Secretary President Costa Mesa Sanitary District ... an Independent Special District Board of Directors Regular Meeting Minutes of August 27, 2015 Item Number:3. Recommendation/Notes: Recommendation: That the Board of Directors approve and file. ATTACHMENTS: Description Type Minutes - Regular Meeting 2015-08-27 Cover Memo COSTA MESA SANITARY DISTRICT MINUTES OF BOARD OF DIRECTORS REGULAR MEETING AUGUST 27, 2015 ______________________________________________________________________ CALL TO ORDER The Board of Directors of the Costa Mesa Sanitary District met in regular session on August 27, 2015 at 5:30P.M. at 628 W. 19th Street, Costa Mesa. PLEDGE OF ALLEGIANCE INVOCATION ROLL CALL DIRECTORS PRESENT: DIRECTORS ABSENT: President Scheafer led the Pledge of Allegiance. Vice President Perry led the Invocation. Michael Scheafer, Arthur Perry, Robert Ooten, James Ferryman Arlene Schafer STAFF PRESENT: Scott Carroll, General Manager; Alan Burns, District Counsel; Robin Hamers, District Engineer; Wendy Davis, Finance Manager; Marc Davis, District Treasurer; Noelani Middenway, District Clerk OTHERS PRESENT: None Noelani Middenway, District Clerk, announced that Assistant Secretary Schafer was excused from the meeting as she was attending a California Special Districts Association Board Meeting in Sacramento. CEREMONIAL MATTERS AND PRESENTATIONS – None ANNOUNCEMENT OF LATE COMMUNICATIONS Scott Carroll, General Manager, reported late written communications received from Jim Mosher, resident, and noted that Mr. Mosher’s comments and Mr. Carroll’s response had been provided to the Board for review. COSTA MESA SANITARY DISTRICT PAGE 2 MINUTES OF THE BOARD OF DIRECTORS REGULAR MEETING HELD AUGUST 27, 2015 ______________________________________________________________________ PUBLIC COMMENTS President Scheafer opened public comments. Seeing no one, President Scheafer closed public comments. CONSENT CALENDAR 1. Board of Directors Study Session Meeting Minutes of June 9, 2015 2. Board of Directors Regular Meeting Minutes of June 25, 2015. 3. Board of Directors Study Session Meeting Minutes of July 14, 2015 4. Board of Directors Regular Meeting Minutes of July 23, 2015. 5. Occupancy report and payment to CR&R Environmental Services 6. Contract Payment to CR&R Environmental Services for Recycling and Disposal Services 7. Adoption of a Warrant Resolution No. CMSD 2016-02 Approving District Warrant Registers 8. Directors’ Compensation and Reimbursement of Expenses 9. Sewer Lateral Assistance Program (SLAP) Update The Board of Directors Study Session Meeting Minutes of June 9, 2015 was approved as presented. The Board of Directors Regular Meeting Minutes of June 25, 2015, was approved as presented. The Board of Directors Study Session Meeting Minutes of July 9, 2015 was 14 approved as presented. The Board of Directors Regular Meeting Minutes of July 23, 2015, was approved as presented. The occupancy report and payment to CR&R Environmental Services for the month of July 2015 in the amount of $194,627.52 was approved as presented. The Board of Directors approved payment to CR&R Environmental Services for recycling and disposal services for the month of July 2015. The Board of Directors approved adoption of Warrant Resolution No. CMSD 2016-02 Approving District Warrant Registers for the month of July 2015 in the amount of $832,298.28. The Directors’ compensation and reimbursement of expenses for the month of July 2015 were approved as presented. The Board of Directors approved the SLAP report as presented. COSTA MESA SANITARY DISTRICT PAGE 3 MINUTES OF THE BOARD OF DIRECTORS REGULAR MEETING HELD AUGUST 27, 2015 ______________________________________________________________________ 10. Investment Report for the Month of July 2015 The Board of Directors approved the Investment Report for the Month of July 2015 as presented. END OF CONSENT CALENDAR Secretary Ooten made a motion to approve the consent calendar as presented. Vice President Perry seconded the motion, which carried unanimously. PUBLIC HEARINGS - None GENERAL MANAGER’S REPORTS 11. Tri-State Seminar Recommendation: That the Board of Directors approves sending Steve Cano, Wastewater Superintendent to the Tri-State Seminar in Las Vegas, Nevada. General Manager Carroll provided information regarding the upcoming wastewater Tri-State wastewater seminar. Vice President Perry requested that Mr. Cano provide a report at a future study session on what was presented at the seminar. Secretary Ooten made a motion to approve the recommendation. Director Ferryman seconded the motion, which carried unanimously. 12. Ordinance No. 108 – Amending Operations Code Section 4.03.020 - Operating Reserves Recommendation: That the Board of Directors adopts Ordinance No. 108. Secretary Ooten made a motion to approve the recommendation. Vice President Perry seconded the motion, which carried unanimously. 13. Project #203 Corporate Yard Generator – Acceptance of Improvements Recommendation: That the Board of Directors approves the following action: 1. Accept improvements as completed and file a Notice of Completion. 2. Authorize payment of 5% retention 35 days after Notice of Completion COSTA MESA SANITARY DISTRICT PAGE 4 MINUTES OF THE BOARD OF DIRECTORS REGULAR MEETING HELD AUGUST 27, 2015 ______________________________________________________________________ 3. Exonerate Labor and Material Bond after Notice of Completion is recorded and exonerate Faithful Performance Bond one year of Notice of Completion is recorded. Secretary Ooten made a motion to approve the recommendation. Vice President Perry seconded the motion, which carried unanimously. 14. Resolution No. 2015-871 Recommendation: That the Board of Directors adopt Resolution No. 2015-871 ordering the publication of Ordinance No. 105, confirming annual charges for solid waste and wastewater for 2015-16. Director Ferryman made a motion to approve the recommendation. Vice President Perry seconded the motion, which carried unanimously. 15. Resolution No. 2015-872 Recommendation: That the Board of Directors adopt Resolution No. 2015-872 ordering the publication of Ordinance No. 106, increasing Board Compensation from $221.00 to $295.00 per day, not to exceed six days in a calendar month to be effective August 24, 2015. Director Ferryman made a motion to approve the recommendation. Vice President Perry seconded the motion, which carried unanimously. 16. Resolution No. 2015-873 Recommendation: That the Board of Directors adopt Resolution No. 2015 873 ordering the publication of Ordinance No.107, qualifying Newport Mesa Unified School District meetings for a day’s service compensation. Vice President Perry made a motion to approve the recommendation. Secretary Ooten seconded the motion, which carried unanimously. ENGINEER’S REPORTS 17. Project Status Report Recommendation: That the Board of Directors receive and file the report. District Engineer Hamers complimented the Board of Directors on their effort to continuously improve its infrastructure. Discussion ensued regarding the Orange County Sanitation District’s project at Moon Park. There were no questions or comments and the report was received. COSTA MESA SANITARY DISTRICT PAGE 5 MINUTES OF THE BOARD OF DIRECTORS REGULAR MEETING HELD AUGUST 27, 2015 ______________________________________________________________________ TREASURER’S REPORTS - None ATTORNEY’S REPORTS - None LOCAL MEETINGS A. Orange County Sanitation District (OCSD) – (Director Ferryman) Recommendation: That the Board of Directors accepts oral report. Director Ferryman reported on the review and negotiation of OCSD’s General Manager’s salary evaluation, and changes in legal representation for litigation due to a conflict of interest. B. Santa Ana River Flood Protection Agency (SARFPA) – (Vice President Perry) Recommendation: That the Board of Directors accepts oral report. Nothing to report at this time. C. Independent Special Districts of Orange County (ISDOC) – (President Scheafer) Recommendation: That the Board of Directors accepts oral report. President Scheafer reported on his attendance of the Emergency Operations Center (EOC) training and the requirement of elected officials to attend training. He requested staff to verify the EOC training completion frequency requirements for elected official. President Scheafer indicated that ISDOC bylaws were approved. He also reported that ISDOC will receive the award of Chapter of the Year at the CSDA annual conference in Monterey. Secretary Ooten suggested receiving an update on LAFCO’s response to the Grand Jury Report at a future study session. President Scheafer noted that the ISDOC quarterly meeting will be held on October 22. D. California Special Districts Association (CSDA) - (Assistant Secretary Schafer) Recommendation: That the Board of Directors accepts oral report. Nothing to report at this time. E. Special District Risk Management Authority (SDRMA) – (President Scheafer) Recommendation: That the Board of Directors accepts oral report. COSTA MESA SANITARY DISTRICT PAGE 6 MINUTES OF THE BOARD OF DIRECTORS REGULAR MEETING HELD AUGUST 27, 2015 ______________________________________________________________________ President Scheafer reported on the SDRMA Board’s meeting with the Sacramento Fire Authority and tour of the facility. F. Other Meetings Qualifying for Reimbursement under CMSD Ordinance No. 55, Operations Code Section 3.01.030 Recommendation: That the Board of Directors accepts oral report. President Scheafer reported on his attendance of the EOC training and facility. Vice President Perry reported on the progress of the Policy Ad Hoc Committee. Secretary Ooten reported on his attendance of a meeting with CR&R to observe the unloading of the organics waste trucks. District Counsel Burns indicated that Secretary Ooten would need to identify how the meeting related to the District in order to be paid the daily compensation. Discussion followed regarding the collection of the organics and acquiring reports of how much has been collected. Vice President Perry made a motion to approve Secretary Ooten’s attendance of the CR&R facility in Stanton as a qualifying meeting for compensation. Director Ferryman seconded the motion, which carried unanimously. OLD BUSINESS – None NEW BUSINESS 18. Supporting Assistant Secretary Schafer for CSDA Board of Directors Secretary Recommendation: That the Board of Directors approve supporting Assistant Secretary Schafer as Secretary for CSDA Board of Directors. Vice President Perry made a motion to approve the recommendation. Director Ferryman seconded the motion, which carried unanimously. ORAL COMMUNICATIONS AND DIRECTOR COMMENTS Discussion ensued regarding CR&R providing a comparison of solid waste collection rates and Secretary Ooten suggested limiting the comparison to one or two agencies that have a two-can system. Director Ferryman requested that staff schedule a joint meeting with Midway Sanitary District. COSTA MESA SANITARY DISTRICT PAGE 7 MINUTES OF THE BOARD OF DIRECTORS REGULAR MEETING HELD AUGUST 27, 2015 ______________________________________________________________________ President Scheafer reported that he will miss the September regular board meeting as he will be attending the California Association of Joint Powers Authorities in Lake Tahoe. Secretary Ooten discussed conducting a study of organics collected at the multifamily units. President Scheafer requested an update on the organics behavioral study. General Manager Carroll indicated that an update will be provided at the October Study Session. The Board of Directors directed staff to schedule a meeting with OCSD General Manager to discuss the Project #101, Westside Pump Station Abandonment Project. ADJOURN TO CLOSED SESSION – President Scheafer adjourned to closed session at 6:23 P.M. 19. Discuss litigation with legal counsel pursuant to Government Code Section 54956.9: (a) In In regards to existing/anticipated litigation entitled Costa Mesa Sanitary District – Santa Ana Regional Water Quality Control Board Complaint No. R8-2014-0017. (b) Anticipated litigation – significant exposure to litigation pursuant to Government Code 5456.9(d)(2),(e)(1) [Number of potential cases: 1] All others exited the meeting with the exception of the Board of Directors, General Manager Carroll, District Engineer Hamers, and District Counsel Burns. RECONVENE TO OPEN SESSION President Scheafer reconvened to open session at 6:46 P.M. and noted that no reportable action had been taken. COSTA MESA SANITARY DISTRICT PAGE 8 MINUTES OF THE BOARD OF DIRECTORS REGULAR MEETING HELD AUGUST 27, 2015 ______________________________________________________________________ ADJOURNMENT There being no further business to come before the Board, President Scheafer adjourned the meeting at 6:46 P.M. _________________________ _________________________ Robert Ooten Michael Scheafer Secretary President Costa Mesa Sanitary District ... an Independent Special District Occupancy Report and Payment to CR&R Environmental Services Item Number:4. Recommendation/Notes: Recommendation: That the Board of Directors: 1. Accepts the occupancy count as presented using 21,866 as the correct number of active units. 2. Direct staff to prepare a warrant to CR&R Environmental Services in the amount of $214,186.22 to be ratified in the September 2015 warrant list, for August 2015 collection. ATTACHMENTS: Description Type Occupancy Report and Payment to CR&R Environmental Services Cover Memo Protecting our community's health and the environment by providing solid waste and sewer collection services. www.cmsdca.gov Costa Mesa Sanitary District ….an Independent Special District Memorandum To: Board of Directors Via: Scott Carroll, General Manager From: Javier Ochiqui, Senior Management Analyst Date: September 17, 2015 Subject: OCCUPANCY REPORT AND PAYMENT TO CR&R ENVIRONMENTAL SERVICES Summary The total occupancy count for August 2015 billing is 21,866, with eleven accounts added since the last billing period. Staff Recommendation Staff recommends the following: 1. The Board of Directors accepts the occupancy count as presented using 21,866 as the correct number of active units. 2. The Board of Directors directs staff to prepare a warrant to CR&R Environmental Services for August 2015 collection based on this occupancy report so long as the contractor fulfills the obligations of the agreement. Said payment in the amount of $214,186.22 to be ratified in the September 2015 warrant list. Calculation based on current rate: 21,866 X $9.7954* = $214,186.22 *New Rate effective August 1, 2015 Costa Mesa Sanitary District Occupancy Report August 2015 Total Accounts 21,866 35 Gallon Waste Carts 630 60 Gallon Waste Carts 29019 90 Gallon Waste Carts 14752 35 Gallon Organic Carts 65 60 Gallon Organic Carts 19836 Total Carts 64,302 Cart Delivery Information/Start Standard Service Service Address Reactivate Billing Date Delivered Paid Trash Fees to CMSD RESIDENT 2290 COLUMBIA X 8/5/2015 64 GAL ORGANICS CART Yes RESIDENT 1632 BEECHWOOD X 8/1/2015 64 GAL ORGANICS CART Yes RESIDENT 2039 PHALAROPE CT X 8/18/2015 64 GAL ORGANICS CART Yes RESIDENT 296 E 15TH ST X 8/18/2015 64 GAL ORGANICS CART Yes RESIDENT 389 ROCHESTER ST X 8/18/2015 64 GAL ORGANICS CART Yes RESIDENT 454 PRINCENTON X 8/20/2015 64 GAL ORGANICS CART Yes RESIDENT 1289 WESTREEF ST X 8/4/2015 64 GAL ORGANICS CART Yes RESIDENT 1980 MONROVIA 8/6/2015 60 GAL BARREL DELIVERY Yes RESIDENT 1984 ORANGE AVE 8/12/2015 60 GAL BARREL DELIVERY Yes RESIDENT 1827 POMONA 8/6/2015 60 GAL BARREL DELIVERY Yes RESIDENT 334 E 15TH ST 8/26/2015 60 GAL BARREL DELIVERY Yes X- CR&R did not have these addresses in their system Telephone # Costa Mesa Sanitary District ... an Independent Special District Contract Payment to CR&R Environmental Services for Recycling & Disposal Services Item Number:5. Recommendation/Notes: Recommendation: That the Board of Directors approves payment to CR&R Environmental Services for recycling and disposal services for the months of July and August 2015. ATTACHMENTS: Description Type Contract Payment to CR&R Environmental Services for Recycling & Disposal Services Cover Memo Costa Mesa Sanitary District ... an Independent Special District Adoption of Warrant Resolution No. CMSD 2016-03 Approving District Warrant Registers Item Number:6. Recommendation/Notes: Recommendation: That the Board of Directors adopt Warrant Resolution No. CMSD 2016-03 approving District warrants for the Month of August 2015 in the amount of $759,884.45. ATTACHMENTS: Description Type Warrant Resolution No. CMSD 2016-03 Cover Memo COSTA MESA SANITARY DISTRICT Warrant Resolution No. CMSD 2016-3 A RESOLUTION OF THE COSTA MESA SANITARY DISTRICT RATIFYING THE PAYMENT OF CERTAIN CLAIMS AND DEMANDS, AND SPECIFYING THE FUNDS OUT OF WHICH THE SAME WERE PAID. THE BOARD OF DIRECTORS OF THE COSTA MESA SANITARY DISTRICT DOES HEREBY ORDER AND RESOLVE AS FOLLOWS: Section 1. That the attached claims and demands totaling $759.884.45 have been audited as required by law and that the same were paid out of respective funds as hereinafter set forth. Section 2. That the Clerk of the District shall certify to the adoption of this Resolution and shall retain a certified copy thereof in his own records. PASSED AND ADOPTED this 17th day of September 2015. ATTEST: Secretary President STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss COSTA MESA SANITARY DISTRICT ) I, Noelani Middenway, District Clerk of the Costa Mesa Sanitary District, hereby certify that the foregoing Warrant Resolution No. CMSD 2016-3 was duly adopted by the Costa Mesa Sanitary District at a regular meeting held on the 17th day of August 2015. AYES: NOES: ABSENT: ABSTAIN: IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Seal of the Costa Mesa Sanitary District on this 17th day of September 2015. District Clerk of the Costa Mesa Sanitary District User: Printed:9/3/2015 - 3:17 PM Checks for Approval Accounts Payable ktran Check Number Check Date Account Name Vendor NameFund Name Void Amount Employment Development Department 0 08/05/2015 Liquid Waste Fund State Withholding Taxes 1,754.70 Check Total: 1,754.70 Cal Pers Employee Ret System 0 08/05/2015 Liquid Waste Fund PERS Retirement 686.05 Cal Pers Employee Ret System 0 08/05/2015 Liquid Waste Fund PERS Retirement 48.02 Cal Pers Employee Ret System 0 08/05/2015 Liquid Waste Fund PERS Retirement 64.17 Cal Pers Employee Ret System 0 08/05/2015 Liquid Waste Fund PERS - Employer 0.02 Cal Pers Employee Ret System 0 08/05/2015 Liquid Waste Fund PERS Retirement 3,400.44 Cal Pers Employee Ret System 0 08/05/2015 Liquid Waste Fund PERS Survivor Benefit 13.95 Cal Pers Employee Ret System 0 08/05/2015 Liquid Waste Fund PERS Retirement 2,213.99 Check Total: 6,426.64 Internal Revenue Service 0 08/05/2015 Liquid Waste Fund Medicare - Employee 654.69 Internal Revenue Service 0 08/05/2015 Liquid Waste Fund Medicare - Employee 654.69 Internal Revenue Service 0 08/05/2015 Liquid Waste Fund Federal Withholding Taxes 5,409.83 Check Total: 6,719.21 Internal Revenue Service 0 08/05/2015 Liquid Waste Fund Medicare - Employee 1.47 Internal Revenue Service 0 08/05/2015 Liquid Waste Fund Medicare - Employee 1.47 Check Total: 2.94 Employment Development Department 0 08/19/2015 Liquid Waste Fund State Withholding Taxes 1,837.36 Check Total: 1,837.36 Internal Revenue Service 0 08/19/2015 Liquid Waste Fund Federal Withholding Taxes 5,653.55 Internal Revenue Service 0 08/19/2015 Liquid Waste Fund Medicare - Employee 693.45 Internal Revenue Service 0 08/19/2015 Liquid Waste Fund Medicare - Employee 693.45 Check Total: 7,040.45 Cal Pers Employee Ret System 0 08/19/2015 Liquid Waste Fund PERS Survivor Benefit 13.95 Cal Pers Employee Ret System 0 08/19/2015 Liquid Waste Fund PERS Retirement 48.02 Cal Pers Employee Ret System 0 08/19/2015 Liquid Waste Fund PERS Retirement 3,513.71 AP-Checks for Approval (9/3/2015 - 3:17 PM)Page 1 Check Number Check Date Account Name Vendor NameFund Name Void Amount Cal Pers Employee Ret System 0 08/19/2015 Liquid Waste Fund PERS Retirement 64.17 Cal Pers Employee Ret System 0 08/19/2015 Liquid Waste Fund PERS - Employer 0.01 Cal Pers Employee Ret System 0 08/19/2015 Liquid Waste Fund PERS Retirement 2,323.45 Cal Pers Employee Ret System 0 08/19/2015 Liquid Waste Fund PERS Retirement 686.05 Check Total: 6,649.36 Cal PERS 0 08/07/2015 Solid Waste Fund Benefits Admin Costs 3.90 Cal PERS 0 08/07/2015 Liquid Waste Fund Benefits Admin Costs 35.13 Cal PERS 0 08/07/2015 Liquid Waste Fund Benefits Admin Costs 201.30 Cal PERS 0 08/07/2015 Liquid Waste Fund Sewer Maint-Benefit Admin 67.10 Cal PERS 0 08/07/2015 Liquid Waste Fund PERS Medical 8,945.29 Check Total: 9,252.72 CR&R Incorporated Environmental Services 14102 08/07/2015 Solid Waste Fund Container Collection Costs 3,783.36 Check Total: 3,783.36 DavisFarr LLP 14103 08/07/2015 Liquid Waste Fund Fiscal Services 2,470.65 DavisFarr LLP 14103 08/07/2015 Solid Waste Fund Fiscal Services 1,330.35 Check Total: 3,801.00 CalPERS Division 14104 08/07/2015 Liquid Waste Fund PERS - Employer 108,000.00 CalPERS Division 14104 08/07/2015 Solid Waste Fund PERS - Employer 12,000.00 Check Total: 120,000.00 Environmental Engr & Cont, Inc 14105 08/07/2015 Liquid Waste Fund Sewer Maint-FOG Prog Contract 10,613.06 Check Total: 10,613.06 National Plant Services, Inc. 14106 08/07/2015 Liquid Waste Fund Sewer Maint-Annual Sewer Maint 2,451.84 Check Total: 2,451.84 Orange County Sanitation Distr 14107 08/07/2015 Liquid Waste Fund Sewer Maint-FOG Prog Contract 1,491.89 Check Total: 1,491.89 Orange County Sanitation Distr 14108 08/07/2015 Solid Waste Fund Professional Services 1,147.15 Orange County Sanitation Distr 14108 08/07/2015 Liquid Waste Fund Professional Services 10,324.30 Check Total: 11,471.45 Verizon Wireless 14109 08/07/2015 Liquid Waste Fund Sewer Maint-Telephone 132.14 Check Total: 132.14 AFLAC 14110 08/07/2015 Liquid Waste Fund Employee Insurance 1,079.36 AP-Checks for Approval (9/3/2015 - 3:17 PM)Page 2 Check Number Check Date Account Name Vendor NameFund Name Void Amount Check Total: 1,079.36 AT&T 14111 08/07/2015 Liquid Waste Fund Sewer Maint-Telephone 149.27 AT&T 14111 08/07/2015 Solid Waste Fund Telephone 48.52 AT&T 14111 08/07/2015 Liquid Waste Fund Telephone 436.64 AT&T 14111 08/07/2015 Liquid Waste Fund Telephone 74.79 AT&T 14111 08/07/2015 Solid Waste Fund Telephone 8.31 AT&T 14111 08/07/2015 Liquid Waste Fund Sewer Maint-Telephone 42.53 Check Total: 760.06 AT&T 14112 08/07/2015 Liquid Waste Fund Force Main Upgrades #200 466.00 Check Total: 466.00 Birch Communications 14113 08/07/2015 Solid Waste Fund Telephone 45.38 Birch Communications 14113 08/07/2015 Liquid Waste Fund Telephone 408.39 Birch Communications 14113 08/07/2015 Liquid Waste Fund Sewer Maint-Telephone 432.49 Check Total: 886.26 Bank of America 14114 08/07/2015 Liquid Waste Fund Sewer Maint-Staff Development 188.00 Bank of America 14114 08/07/2015 Liquid Waste Fund Sewer Maint-Material/Supplies 346.45 Bank of America 14114 08/07/2015 Solid Waste Fund Investment Earnings 15.00 Bank of America 14114 08/07/2015 Liquid Waste Fund Sewer Maint-Staff Development 57.59 Bank of America 14114 08/07/2015 Liquid Waste Fund Sewer Maint-Staff Development 95.00 Bank of America 14114 08/07/2015 Liquid Waste Fund Sewer Maint-Bldg Maint 49.40 Bank of America 14114 08/07/2015 Liquid Waste Fund Sewer Maint-Material/Supplies 53.96 Bank of America 14114 08/07/2015 Liquid Waste Fund Sewer Maint-Material/Supplies 380.72 Bank of America 14114 08/07/2015 Liquid Waste Fund Sewer Maint-Material/Supplies 50.00 Bank of America 14114 08/07/2015 Liquid Waste Fund Sewer Maint-Material/Supplies 9.69 Bank of America 14114 08/07/2015 Liquid Waste Fund Sewer Maint-Material/Supplies 43.12 Bank of America 14114 08/07/2015 Liquid Waste Fund Sewer Maint-Material/Supplies 102.24 Bank of America 14114 08/07/2015 Liquid Waste Fund Sewer Maint-Material/Supplies 590.49 Bank of America 14114 08/07/2015 Liquid Waste Fund Sewer Maint-Material/Supplies 45.00 Bank of America 14114 08/07/2015 Liquid Waste Fund Sewer Maint-Staff Development 84.00 Bank of America 14114 08/07/2015 Liquid Waste Fund Sewer Maint-Material/Supplies 23.70 Bank of America 14114 08/07/2015 Liquid Waste Fund Sewer Maint-Material/Supplies 28.05 Bank of America 14114 08/07/2015 Liquid Waste Fund Sewer Maint-Material/Supplies 80.35 Bank of America 14114 08/07/2015 Solid Waste Fund Board Development 18.30 Bank of America 14114 08/07/2015 Solid Waste Fund Board Development 4.50 Bank of America 14114 08/07/2015 Solid Waste Fund Computer Licenses & Maint 29.90 Bank of America 14114 08/07/2015 Liquid Waste Fund Board Development 841.50 Bank of America 14114 08/07/2015 Liquid Waste Fund Board Development 164.67 Bank of America 14114 08/07/2015 Liquid Waste Fund Board Development 40.50 Bank of America 14114 08/07/2015 Solid Waste Fund Board Development 93.50 AP-Checks for Approval (9/3/2015 - 3:17 PM)Page 3 Check Number Check Date Account Name Vendor NameFund Name Void Amount Bank of America 14114 08/07/2015 Liquid Waste Fund Computer Licenses & Maint 269.10 Bank of America 14114 08/07/2015 Solid Waste Fund Computer Licenses & Maint 58.50 Bank of America 14114 08/07/2015 Liquid Waste Fund Sewer Maint-Staff Development 51.88 Bank of America 14114 08/07/2015 Liquid Waste Fund Sewer Maint-Bldg Maint 109.67 Bank of America 14114 08/07/2015 Liquid Waste Fund Computer Licenses & Maint 54.49 Bank of America 14114 08/07/2015 Solid Waste Fund Investment Earnings 15.00 Bank of America 14114 08/07/2015 Solid Waste Fund Staff Development 5.39 Bank of America 14114 08/07/2015 Solid Waste Fund Staff Development 8.15 Bank of America 14114 08/07/2015 Liquid Waste Fund Staff Development 73.30 Bank of America 14114 08/07/2015 Solid Waste Fund Computer Licenses & Maint 6.05 Bank of America 14114 08/07/2015 Liquid Waste Fund Postage 117.00 Bank of America 14114 08/07/2015 Liquid Waste Fund Computer Licenses & Maint 526.50 Bank of America 14114 08/07/2015 Solid Waste Fund Office Supplies 12.85 Bank of America 14114 08/07/2015 Liquid Waste Fund Staff Development 48.46 Bank of America 14114 08/07/2015 Solid Waste Fund Postage 13.00 Bank of America 14114 08/07/2015 Liquid Waste Fund Office Supplies 115.67 Check Total: 4,920.64 Harper & Burns LLP 14115 08/07/2015 Solid Waste Fund Legal Services 965.30 Harper & Burns LLP 14115 08/07/2015 Solid Waste Fund Legal Services 78.80 Harper & Burns LLP 14115 08/07/2015 Liquid Waste Fund Legal Services 162.55 Harper & Burns LLP 14115 08/07/2015 Liquid Waste Fund Legal Services 78.80 Harper & Burns LLP 14115 08/07/2015 Liquid Waste Fund Legal Services 15,129.60 Harper & Burns LLP 14115 08/07/2015 Liquid Waste Fund Legal Services 472.80 Harper & Burns LLP 14115 08/07/2015 Liquid Waste Fund Legal Services 1,792.70 Check Total: 18,680.55 California Building Evaluation & Construction, Inc 14116 08/07/2015 Liquid Waste Fund Generator at Yard #203 2,350.00 Check Total: 2,350.00 City of Costa Mesa 14117 08/07/2015 Liquid Waste Fund City MH Adjustment Prgm #309 440.00 City of Costa Mesa 14117 08/07/2015 Liquid Waste Fund City MH Adjustment Prgm #309 5,750.00 Check Total: 6,190.00 Daniel Dugan 14118 08/07/2015 Liquid Waste Fund Sewer Maint-Swr Lateral Prog 1,100.00 Check Total: 1,100.00 Environmental Education Services and Programs 14119 08/07/2015 Solid Waste Fund Educational Programs 600.00 Check Total: 600.00 Southern California Gas Company 14120 08/07/2015 Liquid Waste Fund Gas - Building 18.46 Southern California Gas Company 14120 08/07/2015 Solid Waste Fund Gas - Building 2.05 AP-Checks for Approval (9/3/2015 - 3:17 PM)Page 4 Check Number Check Date Account Name Vendor NameFund Name Void Amount Southern California Gas Company 14120 08/07/2015 Liquid Waste Fund Sewer Maint-Gas Bldg 22.42 Check Total: 42.93 Southern California Gas Company 14121 08/07/2015 Liquid Waste Fund Force Main Upgrades #200 13.50 Check Total: 13.50 GE Capital 14122 08/07/2015 Liquid Waste Fund Equipment Maintenance 284.66 GE Capital 14122 08/07/2015 Solid Waste Fund Equipment Maintenance 31.63 GE Capital 14122 08/07/2015 Solid Waste Fund Equipment Maintenance 28.92 GE Capital 14122 08/07/2015 Liquid Waste Fund Equipment Maintenance 260.29 Check Total: 605.50 Jose Gomez 14123 08/07/2015 Liquid Waste Fund Sewer Maint-Staff Development 115.68 Jose Gomez 14123 08/07/2015 Liquid Waste Fund Sewer Maint-Material/Supplies 143.88 Check Total: 259.56 Robin B. Hamers & Assoc., Inc. 14124 08/07/2015 Liquid Waste Fund Engineering/Architectual Serv 1,530.00 Robin B. Hamers & Assoc., Inc. 14124 08/07/2015 Liquid Waste Fund Engineering/Architectual Serv 3,780.00 Robin B. Hamers & Assoc., Inc. 14124 08/07/2015 Liquid Waste Fund Plan Ck/Inspection-Inside 157.50 Robin B. Hamers & Assoc., Inc. 14124 08/07/2015 Liquid Waste Fund Plan Ck/Inspection-Inside 1,295.00 Robin B. Hamers & Assoc., Inc. 14124 08/07/2015 Liquid Waste Fund Plan Ck/Inspection-Outside 5,022.50 Robin B. Hamers & Assoc., Inc. 14124 08/07/2015 Liquid Waste Fund Plan Ck/Inspection-Outside 1,155.00 Robin B. Hamers & Assoc., Inc. 14124 08/07/2015 Liquid Waste Fund Plan Ck/Inspection-Swr Lateral 2,397.50 Robin B. Hamers & Assoc., Inc. 14124 08/07/2015 Liquid Waste Fund PS Coating & Manhole Rehb #194 210.00 Robin B. Hamers & Assoc., Inc. 14124 08/07/2015 Liquid Waste Fund PS Coating & Manhole Rehb #194 455.00 Robin B. Hamers & Assoc., Inc. 14124 08/07/2015 Liquid Waste Fund Pump Stn Emerg. Eqpt. #196 627.25 Robin B. Hamers & Assoc., Inc. 14124 08/07/2015 Liquid Waste Fund Pump Stn Emerg. Eqpt. #196 1,382.50 Robin B. Hamers & Assoc., Inc. 14124 08/07/2015 Liquid Waste Fund Pump Stn Emerg. Eqpt. #196 210.00 Robin B. Hamers & Assoc., Inc. 14124 08/07/2015 Liquid Waste Fund Force Main Upgrades #200 3,860.00 Robin B. Hamers & Assoc., Inc. 14124 08/07/2015 Liquid Waste Fund Force Main Upgrades #200 193.50 Robin B. Hamers & Assoc., Inc. 14124 08/07/2015 Liquid Waste Fund Engineering/Architectual Serv 385.00 Robin B. Hamers & Assoc., Inc. 14124 08/07/2015 Liquid Waste Fund Engineering/Architectual Serv 105.00 Robin B. Hamers & Assoc., Inc. 14124 08/07/2015 Liquid Waste Fund Engineering/Architectual Serv 70.00 Robin B. Hamers & Assoc., Inc. 14124 08/07/2015 Liquid Waste Fund Engineering/Architectual Serv 472.50 Check Total: 23,308.25 Hydrex Pest Control Company of California 14125 08/07/2015 Solid Waste Fund Building Maintenance 8.40 Hydrex Pest Control Company of California 14125 08/07/2015 Liquid Waste Fund Building Maintenance 75.60 Check Total: 84.00 Independent Special Dist of OC 14126 08/07/2015 Liquid Waste Fund Board Development 18.00 Independent Special Dist of OC 14126 08/07/2015 Solid Waste Fund Board Development 2.00 AP-Checks for Approval (9/3/2015 - 3:17 PM)Page 5 Check Number Check Date Account Name Vendor NameFund Name Void Amount Check Total: 20.00 Jimni Systems, Inc 14127 08/07/2015 Liquid Waste Fund Sewer Maint-Pump Stn Maint 540.00 Check Total: 540.00 Lan Wan Enterprise Inc 14128 08/07/2015 Solid Waste Fund Professional Services 428.30 Lan Wan Enterprise Inc 14128 08/07/2015 Liquid Waste Fund Professional Services 3,854.70 Check Total: 4,283.00 Lifecom Inc. 14129 08/07/2015 Liquid Waste Fund Sewer Maint-Small Tools/Eq 1,020.87 Check Total: 1,020.87 Maton Family Limited 14130 08/07/2015 Liquid Waste Fund Sewer Maint-Swr Lateral Prog 875.00 Check Total: 875.00 Mesa Water District 14131 08/07/2015 Liquid Waste Fund Sewer Maint- Water Pumps 21.50 Mesa Water District 14131 08/07/2015 Liquid Waste Fund Sewer Maint- Water Pumps 21.50 Mesa Water District 14131 08/07/2015 Liquid Waste Fund Sewer Maint- Water Pumps 21.50 Check Total: 64.50 Municipal Maintenance Equipment 14132 08/07/2015 Liquid Waste Fund Sewer Maint-Equipment Maint 2,925.11 Check Total: 2,925.11 National Plant Services, Inc. 14133 08/07/2015 Liquid Waste Fund Sewer Maint-Sewer Line Tele 1,744.93 Check Total: 1,744.93 Office Depot 14134 08/07/2015 Liquid Waste Fund Office Supplies 61.57 Office Depot 14134 08/07/2015 Solid Waste Fund Office Supplies 6.84 Office Depot 14134 08/07/2015 Liquid Waste Fund Office Supplies 25.75 Office Depot 14134 08/07/2015 Solid Waste Fund Office Supplies 2.86 Office Depot 14134 08/07/2015 Liquid Waste Fund Building Maintenance 7.06 Office Depot 14134 08/07/2015 Solid Waste Fund Building Maintenance 0.79 Office Depot 14134 08/07/2015 Solid Waste Fund Office Supplies 3.33 Office Depot 14134 08/07/2015 Liquid Waste Fund Office Supplies 29.98 Office Depot 14134 08/07/2015 Solid Waste Fund Office Supplies 11.77 Office Depot 14134 08/07/2015 Liquid Waste Fund Office Supplies 105.93 Office Depot 14134 08/07/2015 Liquid Waste Fund Building Maintenance 62.69 Office Depot 14134 08/07/2015 Solid Waste Fund Building Maintenance 6.97 Office Depot 14134 08/07/2015 Solid Waste Fund Office Supplies 1.56 Office Depot 14134 08/07/2015 Liquid Waste Fund Office Supplies 13.99 Office Depot 14134 08/07/2015 Solid Waste Fund Office Supplies 4.10 Office Depot 14134 08/07/2015 Liquid Waste Fund Office Supplies 36.93 AP-Checks for Approval (9/3/2015 - 3:17 PM)Page 6 Check Number Check Date Account Name Vendor NameFund Name Void Amount Office Depot 14134 08/07/2015 Solid Waste Fund Small Tools/Equipment 70.20 Office Depot 14134 08/07/2015 Liquid Waste Fund Small Tools/Equipment 631.79 Office Depot 14134 08/07/2015 Liquid Waste Fund Office Supplies 59.75 Office Depot 14134 08/07/2015 Solid Waste Fund Office Supplies 6.64 Office Depot 14134 08/07/2015 Liquid Waste Fund Building Maintenance 3.29 Office Depot 14134 08/07/2015 Solid Waste Fund Building Maintenance 0.37 Office Depot 14134 08/07/2015 Liquid Waste Fund Building Maintenance 12.24 Office Depot 14134 08/07/2015 Solid Waste Fund Building Maintenance 1.36 Office Depot 14134 08/07/2015 Liquid Waste Fund Office Supplies 39.23 Office Depot 14134 08/07/2015 Solid Waste Fund Office Supplies 4.36 Office Depot 14134 08/07/2015 Solid Waste Fund Office Supplies 2.09 Office Depot 14134 08/07/2015 Liquid Waste Fund Office Supplies 18.78 Office Depot 14134 08/07/2015 Liquid Waste Fund Board Development 47.67 Office Depot 14134 08/07/2015 Solid Waste Fund Board Development 5.30 Check Total: 1,285.19 Ortiz Landscaping & Maintenance 14135 08/07/2015 Liquid Waste Fund Building Maintenance 121.50 Ortiz Landscaping & Maintenance 14135 08/07/2015 Liquid Waste Fund Sewer Maint-Bldg Maint 75.00 Ortiz Landscaping & Maintenance 14135 08/07/2015 Solid Waste Fund Building Maintenance 13.50 Check Total: 210.00 O.S.T.S., Inc. 14136 08/07/2015 Liquid Waste Fund Staff Development 387.00 O.S.T.S., Inc. 14136 08/07/2015 Solid Waste Fund Staff Development 43.00 Check Total: 430.00 Santa Ana River Flood Protect 14137 08/07/2015 Liquid Waste Fund Prof Membership/Dues 1,100.00 Check Total: 1,100.00 Southern California Edison 14138 08/07/2015 Liquid Waste Fund Sewer Maint-Electric Pumps 268.45 Southern California Edison 14138 08/07/2015 Liquid Waste Fund Sewer Maint-Electric Pumps 89.31 Southern California Edison 14138 08/07/2015 Liquid Waste Fund Sewer Maint-Electric Pumps 220.89 Southern California Edison 14138 08/07/2015 Liquid Waste Fund Sewer Maint-Electric Pumps 173.25 Southern California Edison 14138 08/07/2015 Liquid Waste Fund Sewer Maint-Electric Pumps 333.54 Southern California Edison 14138 08/07/2015 Liquid Waste Fund Sewer Maint-Electric Pumps 244.59 Southern California Edison 14138 08/07/2015 Liquid Waste Fund Sewer Maint-Electric Pumps 49.40 Southern California Edison 14138 08/07/2015 Liquid Waste Fund Sewer Maint-Electric Pumps 1,229.49 Southern California Edison 14138 08/07/2015 Liquid Waste Fund Sewer Maint-Electric Pumps 556.25 Southern California Edison 14138 08/07/2015 Liquid Waste Fund Sewer Maint-Electric Pumps 30.67 Southern California Edison 14138 08/07/2015 Liquid Waste Fund Sewer Maint-Electric Pumps 95.36 Southern California Edison 14138 08/07/2015 Liquid Waste Fund Sewer Maint-Electric Pumps 342.19 Southern California Edison 14138 08/07/2015 Liquid Waste Fund Sewer Maint-Electric Pumps 46.17 Southern California Edison 14138 08/07/2015 Liquid Waste Fund Sewer Maint-Electric Pumps 74.72 Southern California Edison 14138 08/07/2015 Liquid Waste Fund Sewer Maint-Electric Pumps 219.90 AP-Checks for Approval (9/3/2015 - 3:17 PM)Page 7 Check Number Check Date Account Name Vendor NameFund Name Void Amount Southern California Edison 14138 08/07/2015 Liquid Waste Fund Sewer Maint-Electric Pumps 76.73 Southern California Edison 14138 08/07/2015 Liquid Waste Fund Sewer Maint-Electric Pumps 259.79 Southern California Edison 14138 08/07/2015 Liquid Waste Fund Sewer Maint-Electric Pumps 85.27 Southern California Edison 14138 08/07/2015 Solid Waste Fund Electric - Building 66.17 Southern California Edison 14138 08/07/2015 Liquid Waste Fund Electric - Building 595.51 Check Total: 5,057.65 Southern California Edison 14139 08/07/2015 Liquid Waste Fund Force Main Upgrades #200 13.55 Check Total: 13.55 Spec Dist Risk Mgt Authority 14140 08/07/2015 Liquid Waste Fund Benefits Admin Costs 24.94 Spec Dist Risk Mgt Authority 14140 08/07/2015 Liquid Waste Fund Dental Insurance 817.11 Spec Dist Risk Mgt Authority 14140 08/07/2015 Solid Waste Fund Cafeteria Plan 97.10 Spec Dist Risk Mgt Authority 14140 08/07/2015 Liquid Waste Fund Cafeteria Plan 99.52 Spec Dist Risk Mgt Authority 14140 08/07/2015 Liquid Waste Fund Swr Maint - Cafeteria Plan 130.80 Spec Dist Risk Mgt Authority 14140 08/07/2015 Liquid Waste Fund Vision Insurance 214.44 Spec Dist Risk Mgt Authority 14140 08/07/2015 Liquid Waste Fund Swr Maint - Cafeteria Plan 69.11 Spec Dist Risk Mgt Authority 14140 08/07/2015 Liquid Waste Fund Cafeteria Plan 46.99 Spec Dist Risk Mgt Authority 14140 08/07/2015 Solid Waste Fund Benefits Admin Costs 10.70 Spec Dist Risk Mgt Authority 14140 08/07/2015 Solid Waste Fund Cafeteria Plan 49.75 Check Total: 1,560.46 Securitas Security Service USA, Inc. 14141 08/07/2015 Solid Waste Fund Building Maintenance 21.60 Securitas Security Service USA, Inc. 14141 08/07/2015 Liquid Waste Fund Building Maintenance 194.40 Securitas Security Service USA, Inc. 14141 08/07/2015 Solid Waste Fund Building Maintenance 22.40 Securitas Security Service USA, Inc. 14141 08/07/2015 Liquid Waste Fund Building Maintenance 201.60 Check Total: 440.00 TelePacific Communications 14142 08/07/2015 Liquid Waste Fund EOC Equipment & Supplies 274.84 TelePacific Communications 14142 08/07/2015 Solid Waste Fund EOC Equipment & Supplies 30.54 Check Total: 305.38 VantagePoint Transfer Agents 14143 08/07/2015 Liquid Waste Fund Deferred Compensation - 457 1,723.42 Check Total: 1,723.42 VantagePoint Transfer Agents 14144 08/07/2015 Liquid Waste Fund Deferred Medical-RHS-Employee 825.42 Check Total: 825.42 David White 14145 08/07/2015 Liquid Waste Fund Sewer Maint-Swr Lateral Prog 1,100.00 Check Total: 1,100.00 Xylem Water Solutions USA, Inc. 14146 08/07/2015 Liquid Waste Fund Capital Outlay 12,640.05 AP-Checks for Approval (9/3/2015 - 3:17 PM)Page 8 Check Number Check Date Account Name Vendor NameFund Name Void Amount Check Total: 12,640.05 Best Best & Krieger LLP 14148 08/21/2015 Solid Waste Fund Legal Services 227.50 Best Best & Krieger LLP 14148 08/21/2015 Liquid Waste Fund Legal Services 422.50 Check Total: 650.00 AKM Consulting Engineers 14149 08/21/2015 Liquid Waste Fund Professional Services 2,665.00 Check Total: 2,665.00 Jack Alastuey 14150 08/21/2015 Liquid Waste Fund Sewer Maint-Swr Lateral Prog 1,100.00 Check Total: 1,100.00 SYNCB/AMAZON 14151 08/21/2015 Solid Waste Fund Small Tools/Equipment 5.40 SYNCB/AMAZON 14151 08/21/2015 Liquid Waste Fund Small Tools/Equipment 48.58 SYNCB/AMAZON 14151 08/21/2015 Liquid Waste Fund Office Supplies 36.93 SYNCB/AMAZON 14151 08/21/2015 Solid Waste Fund Office Supplies 4.10 SYNCB/AMAZON 14151 08/21/2015 Liquid Waste Fund Building Maintenance 34.35 SYNCB/AMAZON 14151 08/21/2015 Solid Waste Fund Building Maintenance 3.82 Check Total: 133.18 Best Best & Krieger LLP 14152 08/21/2015 Liquid Waste Fund Legal Services 1,119.62 Best Best & Krieger LLP 14152 08/21/2015 Solid Waste Fund Legal Services 602.88 Check Total: 1,722.50 Frances Bush-Ruggieri 14153 08/21/2015 Liquid Waste Fund Sewer Maint-Swr Lateral Prog 1,250.00 Check Total: 1,250.00 CoreLogic Solutions, LLC 14154 08/21/2015 Liquid Waste Fund Computer Licenses & Maint 135.00 CoreLogic Solutions, LLC 14154 08/21/2015 Solid Waste Fund Computer Licenses & Maint 15.00 Check Total: 150.00 Costa Mesa Lock & Key 14155 08/21/2015 Solid Waste Fund Building Maintenance 45.27 Costa Mesa Lock & Key 14155 08/21/2015 Liquid Waste Fund Building Maintenance 407.43 Check Total: 452.70 CR&R Incorporated Environmental Services 14156 08/21/2015 Solid Waste Fund Household Hazardous Waste 1,372.00 CR&R Incorporated Environmental Services 14156 08/21/2015 Solid Waste Fund Trash Hauler 194,627.52 Check Total: 195,999.52 C&R Drains Inc. 14157 08/21/2015 Liquid Waste Fund Sewer Maint-Annual Sewer Maint 100.00 C&R Drains Inc. 14157 08/21/2015 Liquid Waste Fund Sewer Maint-Annual Sewer Maint 817.00 AP-Checks for Approval (9/3/2015 - 3:17 PM)Page 9 Check Number Check Date Account Name Vendor NameFund Name Void Amount C&R Drains Inc. 14157 08/21/2015 Liquid Waste Fund Sewer Maint-Annual Sewer Maint 176.00 Check Total: 1,093.00 Cross Media Resources 14158 08/21/2015 Solid Waste Fund Office Supplies 12.78 Cross Media Resources 14158 08/21/2015 Liquid Waste Fund Office Supplies 115.05 Check Total: 127.83 CR Transfer, Inc. 14159 08/21/2015 Solid Waste Fund Recycling/Disposal 89,153.50 CR Transfer, Inc. 14159 08/21/2015 Solid Waste Fund Recycling/Disposal 5,665.77 CR Transfer, Inc. 14159 08/21/2015 Solid Waste Fund Recycling/Disposal 89,719.45 CR Transfer, Inc. 14159 08/21/2015 Solid Waste Fund Recycling/Disposal 2,763.24 Check Total: 187,301.96 WM Curbside, LLC 14160 08/21/2015 Solid Waste Fund Sharps Program 115.00 WM Curbside, LLC 14160 08/21/2015 Solid Waste Fund Pharmaceutical Program 187.65 WM Curbside, LLC 14160 08/21/2015 Solid Waste Fund Sharps Program 115.00 WM Curbside, LLC 14160 08/21/2015 Solid Waste Fund Pharmaceutical Program 90.00 WM Curbside, LLC 14160 08/21/2015 Solid Waste Fund Sharps Program 115.00 WM Curbside, LLC 14160 08/21/2015 Solid Waste Fund Pharmaceutical Program 90.00 WM Curbside, LLC 14160 08/21/2015 Solid Waste Fund Sharps Program 115.00 WM Curbside, LLC 14160 08/21/2015 Solid Waste Fund Pharmaceutical Program 90.00 WM Curbside, LLC 14160 08/21/2015 Solid Waste Fund Pharmaceutical Program 90.00 WM Curbside, LLC 14160 08/21/2015 Solid Waste Fund Pharmaceutical Program 100.35 WM Curbside, LLC 14160 08/21/2015 Solid Waste Fund Pharmaceutical Program 126.45 WM Curbside, LLC 14160 08/21/2015 Solid Waste Fund Sharps Program 115.00 WM Curbside, LLC 14160 08/21/2015 Solid Waste Fund Pharmaceutical Program 237.15 WM Curbside, LLC 14160 08/21/2015 Solid Waste Fund Sharps Program 115.00 WM Curbside, LLC 14160 08/21/2015 Solid Waste Fund Sharps Program 115.00 WM Curbside, LLC 14160 08/21/2015 Solid Waste Fund Pharmaceutical Program 90.00 WM Curbside, LLC 14160 08/21/2015 Solid Waste Fund Pharmaceutical Program 193.50 Check Total: 2,100.10 Department of Justice 14161 08/21/2015 Liquid Waste Fund Medical/Employment Services 88.20 Department of Justice 14161 08/21/2015 Solid Waste Fund Medical/Employment Services 9.80 Check Total: 98.00 FedEx 14162 08/21/2015 Solid Waste Fund Postage 5.86 FedEx 14162 08/21/2015 Liquid Waste Fund Postage 52.70 Check Total: 58.56 F.M. Thomas Air Condittioning, Inc. 14163 08/21/2015 Liquid Waste Fund Sewer Maint-Bldg Maint 465.00 AP-Checks for Approval (9/3/2015 - 3:17 PM)Page 10 Check Number Check Date Account Name Vendor NameFund Name Void Amount Check Total: 465.00 Person Garcia 14164 08/21/2015 Liquid Waste Fund Sewer Maint-Swr Lateral Prog 125.00 Check Total: 125.00 Rod Hardy 14165 08/21/2015 Liquid Waste Fund Sewer Maint-Swr Lateral Prog 1,100.00 Check Total: 1,100.00 Brandon Hickman 14166 08/21/2015 Liquid Waste Fund Sewer Maint-Material/Supplies 113.39 Check Total: 113.39 Iron Mountain Incorporated 14167 08/21/2015 Solid Waste Fund Professional Services 10.42 Iron Mountain Incorporated 14167 08/21/2015 Liquid Waste Fund Professional Services 93.74 Check Total: 104.16 Irvine Ranch Water District 14168 08/21/2015 Liquid Waste Fund Sewer Maint- Water Pumps 10.30 Irvine Ranch Water District 14168 08/21/2015 Liquid Waste Fund Sewer Maint- Water Pumps 10.30 Check Total: 20.60 Barbara Littleton 14169 08/21/2015 Liquid Waste Fund Sewer Maint-Swr Lateral Prog 1,100.00 Check Total: 1,100.00 Matt Mathews 14170 08/21/2015 Liquid Waste Fund Sewer Maint-Swr Lateral Prog 1,100.00 Check Total: 1,100.00 Mesa Water District 14171 08/21/2015 Liquid Waste Fund Sewer Maint- Water Pumps 28.30 Check Total: 28.30 Municipal Maintenance Equipment 14172 08/21/2015 Liquid Waste Fund Sewer Maint-Equipment Maint 240.00 Municipal Maintenance Equipment 14172 08/21/2015 Liquid Waste Fund Sewer Maint-Equipment Maint 76.54 Check Total: 316.54 Orange Coast Electric 14173 08/21/2015 Liquid Waste Fund Building Maintenance 198.00 Orange Coast Electric 14173 08/21/2015 Solid Waste Fund Building Maintenance 22.00 Check Total: 220.00 County of Orange 14174 08/21/2015 Solid Waste Fund Prof Membership/Dues 6,155.57 County of Orange 14174 08/21/2015 Liquid Waste Fund Prof Membership/Dues 11,431.79 Check Total: 17,587.36 Orange County Sanitation Distr 14175 08/21/2015 Liquid Waste Fund OCSD Fees-CMSD Share -1,274.04 AP-Checks for Approval (9/3/2015 - 3:17 PM)Page 11 Check Number Check Date Account Name Vendor NameFund Name Void Amount Orange County Sanitation Distr 14175 08/21/2015 Liquid Waste Fund Due to OCSD 25,480.88 Check Total: 24,206.84 Office Depot 14176 08/21/2015 Solid Waste Fund Office Supplies 2.70 Office Depot 14176 08/21/2015 Liquid Waste Fund Office Supplies 24.28 Office Depot 14176 08/21/2015 Liquid Waste Fund Office Supplies 25.03 Office Depot 14176 08/21/2015 Solid Waste Fund Office Supplies 2.78 Office Depot 14176 08/21/2015 Liquid Waste Fund Office Supplies 61.59 Office Depot 14176 08/21/2015 Solid Waste Fund Office Supplies 6.84 Office Depot 14176 08/21/2015 Liquid Waste Fund Office Supplies 52.32 Office Depot 14176 08/21/2015 Solid Waste Fund Office Supplies 5.81 Office Depot 14176 08/21/2015 Liquid Waste Fund Building Maintenance 63.30 Office Depot 14176 08/21/2015 Solid Waste Fund Building Maintenance 7.03 Office Depot 14176 08/21/2015 Solid Waste Fund Board Development 5.01 Office Depot 14176 08/21/2015 Liquid Waste Fund Board Development 45.07 Check Total: 301.76 Pete's Road Service 14177 08/21/2015 Liquid Waste Fund Sewer Maint-Equipment Maint 397.40 Check Total: 397.40 Paul Pines 14178 08/21/2015 Liquid Waste Fund Sewer Maint-Swr Lateral Prog 331.00 Check Total: 331.00 Plumbers Depot Inc. 14179 08/21/2015 Liquid Waste Fund Small Tools/Equipment 5,371.21 Check Total: 5,371.21 Robert Rasmussen 14180 08/21/2015 Liquid Waste Fund Sewer Maint-Swr Lateral Prog 1,250.00 Check Total: 1,250.00 Santa Ana Blue Print 14181 08/21/2015 Liquid Waste Fund Force Main Upgrades #200 40.03 Check Total: 40.03 Southern California Edison 14182 08/21/2015 Liquid Waste Fund Sewer Maint-Elec Bldg 26.28 Southern California Edison 14182 08/21/2015 Liquid Waste Fund Sewer Maint-Electric Pumps 713.11 Check Total: 739.39 Securitas Security Service USA, Inc. 14183 08/21/2015 Liquid Waste Fund Building Maintenance 201.60 Securitas Security Service USA, Inc. 14183 08/21/2015 Solid Waste Fund Building Maintenance 22.40 Securitas Security Service USA, Inc. 14183 08/21/2015 Liquid Waste Fund Building Maintenance 201.60 Securitas Security Service USA, Inc. 14183 08/21/2015 Solid Waste Fund Building Maintenance 22.40 AP-Checks for Approval (9/3/2015 - 3:17 PM)Page 12 Check Number Check Date Account Name Vendor NameFund Name Void Amount Check Total: 448.00 Tribune Publishing Company, LLC 14184 08/21/2015 Liquid Waste Fund Public Info/Ed/Community Promo 38.58 Tribune Publishing Company, LLC 14184 08/21/2015 Solid Waste Fund Public Info/Ed/Community Promo 4.29 Check Total: 42.87 U.S. Healthworks Medical Group, PC 14185 08/21/2015 Liquid Waste Fund Medical/Employment Services 145.00 U.S. Healthworks Medical Group, PC 14185 08/21/2015 Liquid Waste Fund Medical/Employment Services 145.00 Check Total: 290.00 VantagePoint Transfer Agents 14186 08/21/2015 Liquid Waste Fund Deferred Compensation - 457 2,415.42 Check Total: 2,415.42 VantagePoint Transfer Agents 14187 08/21/2015 Liquid Waste Fund Deferred Medical-RHS-Employee 859.52 Check Total: 859.52 Xylem Water Solutions USA, Inc. 14188 08/21/2015 Liquid Waste Fund Capital Outlay 13,069.05 Check Total: 13,069.05 Report Total: 759,884.45 AP-Checks for Approval (9/3/2015 - 3:17 PM)Page 13 VendorsDescriptionsAmountAdobe Acrobat Adobe Software License 299.00AmazonWheel Locks (4) 590.49BofA charge Visa Charge (will get credit next month) 30.00CDW IT System Equipment 585.00Compliance Signs.com Signs for Yard Generator 45.00Corner Bakery Café Lunch for Interview Panel 57.59Costa Mesa Chamber Costa Mesa Chamber Breakfast AP, AS, JF 45.00CWEA CWEA Tri‐State Conference 95.00Directinc.com Renewing net domain 60.54Ferguson Enterprise Ice machine filter cartridge 109.67Gaylord Bros, Inc. Lunch Meeting GM, District Counsel (2), District Engineer, CNB, RWQCB, Consultant 51.88Hitch Crafters Welding of Casters 50.00Hiway Safety Cones for new Vac Truck 380.72HomeDepot Small Refrigerator & District Yard Materials/Supplies 405.98Material Flow Locker for new MWI 346.45ProFlowers Flowers for employee for being in maternity hospital 81.45Residence Inn Lodging CSDA Board Meeting Sac, CA ‐ AS 182.97Serves Rus Hired a process server to deliver small claim document 130.00Smart and Final District Yard Supplies 49.40Southpoint Lodging Las Vegas, CWEA Tri‐State Conference 84.00Southwest Airfare CWEA Conference ‐ Las Vegas, Wastewater Maintenance Superintendent 188.00Southwest Airlines CSDA Board Meeting Airfare 11/5 11/12 8/20 & 8/27/15 AS 935.00Target Cold Packs 9.69Truck & Tow Truck boot brush 53.96Yard House Lunch Meeting GM and two new employees 53.85CMSD Check No. 141144,920.64Bank of America Costa Mesa Sanitary District ... an Independent Special District Directors' Compensation and Reimbursement of Expenses Item Number:7. Recommendation/Notes: Recommendation: That the Board of Directors approves Directors’ compensation and reimbursement of expenses for the month of August 2015. ATTACHMENTS: Description Type Directors' Compensation and Reimbursement of Expenses Cover Memo Costa Mesa Sanitary District ... an Independent Special District Sewer Lateral Assistance Program (SLAP) Update Item Number:8. Recommendation/Notes: Recommendation: That the Board of Directors approve and file. ATTACHMENTS: Description Type Sewer Lateral Assistance Program (SLAP) Update Cover Memo Protecting our community's health and the environment by providing solid waste and sewer collection services. www.cmsdca.gov Costa Mesa Sanitary District ….an Independent Special District Memorandum To: Board of Directors Via: Scott Carroll, General Manager From: Wendy H. Davis, Finance Manager Date: September 17, 2015 Subject: Sewer Lateral Assistance Program (SLAP) Update Summary The following is a summary of the Sewer Lateral Assistance Program (SLAP) activity for the 2015-2016 fiscal year as of August 31, 2015: Staff Recommendation That the Board of Directors approve and file this report. Costa Mesa Sanitary District ... an Independent Special District Investment Report for the Month of August 2015 Item Number:9. Recommendation/Notes: Recommendation: That the Board of Directors approves the Investment Report for the month of August 2015. ATTACHMENTS: Description Type Investment Report for the Month of August 2015 Cover Memo Costa Mesa Sanitary District …an Independent Special District Protecting our community’s health and the environment by providing solid waste and sewer collection services. www.cmsdca.gov Memorandum To: Board of Directors From: Marc Davis, Treasurer Date: September 17, 2015 Subject: Investment Report for the Month of August 2015 Summary Attached is the Investment Report for the month of August 2015. As required by the District’s Statement of Investment Policy, the Investment Report delineates all investment activity during the month. Staff Recommendation Approve the Investment Report for the month of August 2015. Analysis This report lists the types of securities held in the District’s portfolio, the institutions from which the securities were purchased, maturity dates and interest rates as of August 30, 2015. The District’s investments are in compliance with the Statement of Investment Policy adopted by the Board at the June 25, 2015 regular meeting, as well as the California Government Code. The market values in this report were provided by our third party custodian, Pershing, LLC, except for the Local Agency Investment Fund (LAIF). The market value of LAIF was provided by the State Treasurer’s Office. It does not represent the value of the underlying securities within the pool, but rather the par or cost amount, which is the amount the District is entitled to withdraw. This reporting practice is consistent with industry standard practices for similar funds. The weighted average stated rate of return (current yield) for the District’s investment portfolio as of August 31, 2015, was 1.027%. The yield to maturity of the portfolio was 1.027%. The District’s weighted average interest rate was 70 basis points (0.697%) above the daily effective yield of LAIF, which was 0.330% as of August 31, 2015. The weighted average number of days to maturity for the District’s total portfolio was 794 days (2.18 Board of Directors September 17, 2015 Page 2 of 2 years). The average duration of the underlying securities in LAIF as of August 31, 2015 was 216 days. The District’s investment portfolio is in compliance with its liquidity limitations, which requires that a minimum of 20.00% of the portfolio must mature within one year. The percentage of the portfolio maturing in less than one year as of August 31, 2015 was 30.56%. As of August 31, 2015, the District has adequate cash reserves necessary to meet its obligations for the next six months. Strategic Plan Element & Goal This item supports achieving Strategic Element No. 7.0, Finances, by ensuring the short and long-term fiscal health of the District. Legal Review Legal review is not required. Environmental Review Subject activity is exempt from the requirements of the California Environmental Quality Act (CEQA) (Public Resources Code Section 21000 et. seq.). Section 15300.4 of CEQA allows an agency while establishing its own procedures “to list those specific activities which fall within each of the exempt classes”, and the District has adopted “CEQA Guidelines and Implementing Procedures” that state on page 6, “”Projects” does not include….C. Continuing administrative or maintenance activities.” Financial Review The portfolio was budgeted to earn an average rate of 0.900% for the year ending June 30, 2016. Through August 31, 2015, the portfolio has earned a weighted average interest rate of 0.982%. Public Notice Process Copies of this report are on file and will be included with the entire agenda packet for the September 17, 2015 Board of Directors regular meeting at District Headquarters (628 W. 19th Street) and on the District’s website at www.cmsdca.gov. Alternative Actions 1. Refer the matter back to staff Attachments Treasurer’s Report of Pooled Cash and Investments as of August 31, 2015 ` Deposits Outstanding Bank Balance In Transits Checks Book Balance Active Accounts: Bank of America 381,921.67$ - 212,981.77 168,939.90$ Total Active Accounts 381,921.67 - 212,981.77 168,939.90 Market Value Increase Decrease Cost Investments: Local Agency Investment Fund 5,494,828.38$ - - 5,494,828.38 Money Market/Sweep Account 218,283.47 - - 218,283.47 Negotiable Certificates of Deposit 2,060,968.00 - 4,103.70 2,065,071.70 Federal Agency Securities 12,362,567.70 - 7,927.27 12,370,494.97 Total Investments 20,136,647.55 - 12,030.97 20,148,678.52 Total Pooled Cash & Investments 20,518,569.22$ -$ 225,012.74$ 20,317,618.42$ Market Adjustment C O S T A M E S A S A N I T A R Y D I S T R I C T Treasurer's Report of Pooled Cash and Investments August 31, 2015 Costa Mesa Sanitary District Pooled Cash and Investments by Fund August 31, 2015 Solid Waste Fund: Operating Reserve 821,000.00$ Unreserved: Designated for revenue dry period 1,494,000.00 Undesignated 2,712,623.86 Liquid Waste Fund: Operating Reserve 365,000.00 Reserved for Earthquakes/Emergencies 1,000,000.00 Reserved for Capital Outlay 4,347,000.00 Unreserved: Designated for revenue dry period 2,467,300.00 Undesignated 680,506.19 Facilities Revolving Fund 543,730.73 Asset Replacement Fund 732,119.38 Asset Management Fund 5,154,338.26 Total Pooled Cash & Investments 20,317,618.42$ Treasurer DateMarcus D. Davis August 31, 2015 9/11/15 1 Total investments outstanding as of July 31, 2015 20,873,728.38$ Additions: Investment purchases: Compass Bank negotiable CD 1.30%, 2 yr, 8/7/15 200,000.00 Federal Home Mortgage Corp 2.05%, 5 yr, 8/27/15, callable 11/27/15 1,000,000.00 Total investment purchases 1,200,000.00 Deductions: Investments called: Federal Home Loan Mortgage Corp 1.00%, 5 yr, 8/7/12, called 8/7/15 (1,000,000.00) Total investments called (1,000,000.00) Net increase (decrease) in Sweep Account (200,049.86) Net increase (decrease) in LAIF (725,000.00) Total investments outstanding as of August 31, 2015 20,148,678.52$ C O S T A M E S A S A N I T A R Y D I S T R I C T Investment Activity Summary August 31, 2015 2 InterestCUSIPPurchase Maturity Coupon Investment Earned atNumberInvestmentDateDateRateCost08/31/15n/a Local Agency Investment Fund n/a n/a 0.330% 5,494,828.38$ n/a **n/a Pershing-Sweep Acct n/a n/a 0.000% 218,283.47 n/a3136G0L58 Federal National Mortgage Assn 10/18/12 10/18/17 1.000% 1,000,000.00 3,694.44 3135G0RQ8 Federal National Mortgage Assn 11/15/12 11/15/17 1.000% 1,000,000.00 2,944.44 313381LC7 Federal Home Loan Bank 12/28/12 12/28/17 0.950% 1,000,000.00 1,662.50 3133823B7 Federal Home Loan Bank 02/22/13 02/22/18 1.150% 1,000,000.00 287.50 3133826D0 Federal Home Loan Bank 02/28/13 02/28/18 1.100% 1,000,000.00 91.67 313382HR7 Federal Home Loan Bank 03/27/13 03/27/18 1.130% 1,000,000.00 4,833.89 3136G1L31 Federal National Mortgage Assn 05/15/13 05/15/17 0.700% 1,000,000.00 2,061.11 3133ECQW7 Federal Farm Credit Bank 06/04/13 06/04/18 1.250% 1,000,000.00 3,020.83 87165FAC8 Synchrony Bank Retail CTF Dep 06/06/14 06/06/19 2.000% 99,500.00 460.27 06740KGY7 Barclays Bank Retail CTF Dep 07/02/14 07/05/16 0.650% 99,825.00 106.85 20033AGD2 Comenity Capital Bank CTF Dep 08/25/14 02/25/16 0.750% 125,000.00 15.41 3130A3JA3 Federal Home Loan Bank 11/26/14 11/26/19 1.500% 249,875.00 989.58 59013JCJ6 Merrick Bank South CTF Dep 12/08/14 12/08/150.500% 125,000.00 39.38 795450VP7 Sallie Mae Bank CTF Dep 12/25/14 12/12/16 1.050% 125,000.00 294.86 3130A3MR2 Federal Home Loan Bank 12/30/14 12/30/19 2.000% 91,666.67 305.56 38148JGK1 Goldman Sachs Bank USA CTF Dep 01/07/15 01/07/19 1.900% 200,000.00 572.60 3130A4D82 Federal Home Loan Bank 03/19/15 03/17/20 1.800% 230,000.00 1,886.00 69506YCJ6 Pacific Westin Bank CTF Dep 03/20/15 03/18/16 0.500% 200,000.00 449.32 02587DXL7 American Exp Centurion CTF Dep 05/01/15 05/01/17 0.900% 199,700.00 606.58 3130A5CL1 Federal Home Loan Bank 05/06/15 05/06/20 1.800% 1,000,000.00 5,650.00 3130A5C64 Federal Home Loan Bank 05/28/15 05/28/20 1.500% 800,000.00 3,100.00 29976DXK1 Everbank Jacksonville FLA CTF Dep 05/28/15 05/27/16 0.450% 200,000.00 234.25 140420SW1 Capital One Bank 07/01/15 07/01/19 1.950% 245,000.00 798.43 254672QY7 Discover Bank 07/01/15 07/01/20 2.300% 245,000.00 941.74 3130A5TW9 Federal Home Loan Bank 07/27/15 07/27/20 2.000% 1,000,000.00 1,888.89 20451PMU7 Compass Bank 08/07/15 07/31/17 1.300% 200,000.00 220.82 3134G7PV7 Federal Home Loan Mortgage 08/27/15 08/27/202.050%1,000,000.00 227.78 Totals20,148,678.52$ 37,384.70$ **Represents the LAIF daily rate at 8/31/15CommentsCOSTA MESA SANITARY DISTRICTInvestment and Investment EarningsAugust 31, 2015 3 Current % of Market Value 08/31/15 Maximum % U.S. Treasury Bills 0.00% Unlimited U.S. Treasury Notes 0.00% Unlimited Federal Agency Issues: FICB 0.00% Unlimited FLB 0.00% Unlimited FHLB 36.58% Unlimited FHLMC 4.98% Unlimited FNMA 14.88% Unlimited FFCB 4.95% Unlimited Other *0.00% Unlimited Banker's Acceptances 0.00% 25% (1) Certificates of Deposit 0.00% 25% Negotiable Certificates of Deposits 10.23% 25% (1) Commercial Paper 0.00% 25% (1) Medium Term Corporate Notes 0.00% 20% (1) LAIF (Local Agency Investment Fund) 27.29% 40,000,000 Shares of Benefical Interest 0.00% 20% Money Market/Mutual Funds (Sweep Acct) 1.08% 10% per fund (2) Total 100.00% % of portfolio maturing under one year 30.56% no less than 20% % of portfolio maturing over one year 69.44% 100.00% (1) Further limited to 10% in any single issuer (2) Also limited to 20% in total. *These securities are not considered for purchases: SBA, GNMA, TVA and SALLIEMAE COSTA MESA SANITARY DISTRICT Summary of Policy Limitations August 31, 2015 Description 4 PurchaseMaturityCouponInvestment% ofMarket% ofDescriptionBroker/DealerDateDateRateCostPortfolioValuePortfolioCommentsState Treasurer's Pool LAIF n/a Continuous 0.330% ** 5,494,828.38$ 5,494,828.38$ Pool Total State Treasurer's Pool5,494,828.38 27.27% 5,494,828.38 27.29%Money Market/Sweep Account Pershing n/a Continuous 0.000% 218,283.47 218,283.47 Sweep Total Money Market/Sweep Account218,283.47 1.08% 218,283.47 1.08%Federal Home Loan Mortgage Corp Mult-Bank Securities08/27/15 08/27/20 2.050% 1,000,000.00 1,002,770.00 FHLMC Total Federal Home Loan Mortgage Corp1,000,000.00 4.96% 1,002,770.00 4.98%Federal Home Loan Bank E.J. De La Rosa 12/28/12 12/28/17 0.950% 1,000,000.00 997,460.00 FHLBFederal Home Loan Bank E.J. De La Rosa 02/22/13 02/22/18 1.150% 1,000,000.00 999,330.00 FHLBFederal Home Loan Bank E.J. De La Rosa 02/28/13 02/28/18 1.100% 1,000,000.00 997,550.00 FHLBFederal Home Loan Bank E.J. De La Rosa 03/27/13 03/27/18 1.130% 1,000,000.00 996,160.00 FHLBFederal Home Loan Bank Mult-Bank Securities 11/26/14 11/26/19 1.500% 249,875.00 250,472.50 FHLBFederal Home Loan Bank Mult-Bank Securities 12/30/14 12/30/19 2.000% 91,666.67 91,800.50 FHLBFederal Home Loan Bank Mult-Bank Securities 03/19/15 03/17/20 1.800% 230,000.00 230,158.70 FHLBFederal Home Loan Bank Mult-Bank Securities05/06/15 05/06/20 1.800% 1,000,000.00 995,810.00 FHLBFederal Home Loan Bank Mult-Bank Securities05/28/15 05/28/20 1.500% 800,000.00 801,376.00 FHLBFederal Home Loan Bank Mult-Bank Securities07/27/15 07/27/20 2.000%1,000,000.00 1,005,540.00 FHLB Total Federal Home Loan Bank7,371,541.67 36.59% 7,365,657.70 36.58%Federal National Mortgage Association E.J. De La Rosa 10/18/12 10/18/17 1.000% 1,000,000.00 1,000,710.00 FNMAFederal National Mortgage Association E.J. De La Rosa 11/15/12 11/15/17 1.000% 1,000,000.00 998,790.00 FNMAFederal National Mortgage Association Union Banc 05/15/13 05/15/17 0.700% 1,000,000.00 997,430.00 FNMA Total Federal National Mortgage Association3,000,000.00 14.89% 2,996,930.00 14.88%Federal Farm Credit Bank E.J. De La Rosa 06/04/13 06/04/18 1.250% 1,000,000.00 997,210.00 FFCB Total Federal Farm Credit Bank1,000,000.00 4.96% 997,210.00 4.95%Synchrony Bank Retail Certificate of Deposit Multi-Bank Securities 06/06/14 06/06/19 2.000% 99,500.00 100,073.00 Negotiable CDBarclays Bank Retail Certificate of Deposit Multi-Bank Securities 07/02/14 07/05/16 0.650% 99,825.00 100,178.00 Negotiable CDComenity Capital Bank Multi-Bank Securities 08/25/14 02/25/16 0.750% 125,000.00 125,222.50 Negotiable CDMerrick Bank South CTF Dep Multi-Bank Securities 12/08/14 12/08/15 0.500% 125,000.00 125,078.75 Negotiable CDSallie Mae Bank CTF Dep Multi-Bank Securities 12/25/14 12/12/16 1.050% 125,000.00 125,220.00 Negotiable CDGoldman Sachs Bk CTF Dep Multi-Bank Securities 01/07/15 01/07/19 1.900% 200,000.00 199,088.00 Negotiable CDPacific Westin Bank CTF Dep Multi-Bank Securities 03/20/15 03/18/16 0.500% 200,000.00 200,148.00 Negotiable CDAmerican Exp Centurion CTF DepMulti-Bank Securities05/01/15 05/01/15 0.900% 199,700.00 199,768.00 Negotiable CDEverbank Jacksonville FLA CTF DepMulti-Bank Securities05/28/15 05/28/15 0.450% 200,000.00 200,154.00 Negotiable CDCapital One BankMulti-Bank Securities07/01/15 07/01/19 1.950% 245,000.00 243,027.75 Negotiable CDDiscover BankMulti-Bank Securities07/01/15 07/01/20 2.300% 245,000.00 243,236.00 Negotiable CDCompass BankMulti-Bank Securities08/07/15 07/31/17 1.300%200,000.00 199,774.00 Negotiable CD Total Negotiable Certificates of Deposit2,064,025.00 10.24% 2,060,968.00 10.23%Total Investments20,148,678.52$ 100.00%20,136,647.55$ 100.00%**Represents the LAIF daily rate at 8/31/15COSTA MESA SANITARY DISTRICTSchedule of Investments by Instrument TypeAugust 31, 2015 5 Investment Purchase Maturity Days to Coupon Yield to InvestmentBroker/DealerTypeDate DateMaturityRateMaturityCostLocal Agency Investment Fund Pool1 0.330% ** 0.330% 5,494,828.38$ Pershing-Sweep AcctSweep1 0.000% 0.000% 218,283.47 Multi-Bank Securities Negotiable CD 12/08/14 12/08/15 99 0.500% 0.500% 125,000.00 Multi-Bank Securities Negotiable CD 08/25/14 02/25/16 178 0.750% 0.750% 125,000.00 Multi-Bank Securities Negotiable CD03/20/15 03/18/16200 0.500% 0.500% 200,000.00 Multi-Bank Securities Negotiable CD05/28/15 05/27/162700.450% 0.450%200,000.00 Multi-Bank Securities Negotiable CD 07/02/14 07/05/16 309 0.650% 0.650% 99,825.00 Multi-Bank Securities Negotiable CD 12/25/14 12/12/16 469 1.050% 1.050% 125,000.00 Multi-Bank Securities Negotiable CD05/01/15 05/01/176090.900% 0.900%199,700.00 UnionBanc FNMA 05/15/13 05/15/17 623 0.700% 0.700% 1,000,000.00 Multi-Bank Securities Negotiable CD08/07/15 07/31/177001.300% 1.300%200,000.00 E.J. De La Rosa FHLMC 08/07/12 08/07/17 707 1.000% 1.000%1,000,000.00 E.J. De La Rosa FNMA 10/18/12 10/18/17 779 1.000% 1.000% 1,000,000.00 E.J. De La Rosa FNMA 11/15/12 11/15/17 807 1.000% 1.000% 1,000,000.00 E.J. De La Rosa FHLB 12/28/12 12/28/17 850 0.950% 0.950% 1,000,000.00 E.J. De La Rosa FHLB 02/22/13 02/22/18 906 1.150% 1.150% 1,000,000.00 E.J. De La Rosa FHLB 02/28/13 02/28/18 912 1.100% 1.100% 1,000,000.00 E.J. De La Rosa FHLB 03/27/13 03/27/18 939 1.130% 1.130% 1,000,000.00 E.J. De La Rosa FFCB 06/04/13 06/04/18 1,008 1.250% 1.250% 1,000,000.00 Multi-Bank Securities Negotiable CD 01/07/15 01/07/19 1,225 1.900% 1.900% 200,000.00 Multi-Bank Securities Negotiable CD 06/06/14 06/06/19 1,375 2.000% 2.106% 99,500.00 Multi-Bank Securities Negotiable CD07/01/15 07/01/191,4001.950% 1.950%245,000.00 Multi-Bank Securities FHLB 11/26/14 11/26/19 1,548 1.500% 1.500% 249,875.00 Multi-Bank Securities FHLB 12/30/14 12/30/19 1,582 2.000% 2.000% 91,666.67 Multi-Bank Securities FHLB03/19/15 03/17/201,660 1.800% 1.800% 230,000.00 Multi-Bank Securities FHLB05/06/15 05/06/201,7101.800% 1.800%1,000,000.00 Multi-Bank Securities FHLB05/28/15 05/28/201,7321.500% 1.500%800,000.00 Multi-Bank Securities Negotiable CD07/01/15 07/01/201,7662.300% 2.300%245,000.00 Multi-Bank Securities FHLB07/27/15 07/27/201,7922.000% 2.000%1,000,000.00 Multi-Bank Securities FHLMC08/27/15 08/27/201,8232.050% 2.050%1,000,000.00 Total Investment Portfolio21,148,678.52$ Total PortfolioWeighted Avg Interest Rate 1.027 %Weighted Avg Yield to Maturity 1.027 %Weighted Avg Days to Maturity 794 Days 2.18 Years**Represents the LAIF daily rate at 8/31/15COSTA MESA SANITARY DISTRICTInvestment PortfolioAugust 31, 2015 6 NetPurchase Maturity Intuition Investment Coupon Investment Market Accrued Gain/(Loss)DateDateBroker/DealerTypeParRateCostValueInterestIf Soldn/a Continuous LAIF Pool 5,494,828.38$ 0.330% ** 5,494,828.38 5,494,828.38 - - n/a Continuous Pershing Sweep 218,283.47 0.000% 218,283.47 218,283.47 - - 10/18/12 10/18/17 E.J. De La Rosa FNMA 1,000,000.00 1.000% 1,000,000.00 1,000,710.00 3,694.44 710.00 11/15/12 11/15/17 E.J. De La Rosa FNMA 1,000,000.00 1.000% 1,000,000.00 998,790.00 2,944.44 (1,210.00) 12/28/12 12/28/17 E.J. De La Rosa FHLB 1,000,000.00 0.950% 1,000,000.00 997,460.00 1,662.50 (2,540.00) 02/22/13 02/22/18 E.J. De La Rosa FHLB 1,000,000.00 1.150% 1,000,000.00 999,330.00 287.50 (670.00) 02/28/13 02/28/18 E.J. De La Rosa FHLB 1,000,000.00 1.100% 1,000,000.00 997,550.00 91.67 (2,450.00) 03/27/13 03/27/18 E.J. De La Rosa FHLB 1,000,000.00 1.130% 1,000,000.00 996,160.00 4,833.89 (3,840.00) 05/15/13 05/15/17 UnionBanc FNMA 1,000,000.00 0.700% 1,000,000.00 997,430.00 2,061.11 (2,570.00) 06/04/13 06/04/18 E.J. De La Rosa FFCB 1,000,000.00 1.250% 1,000,000.00 997,210.00 3,020.83 (2,790.00) 06/06/14 06/06/19 Multi-Bank Securities Negotiable CD 100,000.00 2.000% 99,500.00 100,073.00 460.27 573.00 07/02/14 07/05/16 Multi-Bank Securities Negotiable CD 100,000.00 0.650% 99,825.00 100,178.00 106.85 353.00 08/25/14 02/25/16 Multi-Bank Securities Negotiable CD 125,000.00 0.750% 125,000.00 125,222.50 15.41 222.50 11/26/14 11/26/19 Multi-Bank Securities FHLB 250,000.00 1.500% 249,875.00 250,472.50 989.58 597.50 12/08/14 12/08/15 Multi-Bank Securities Negotiable CD 125,000.00 0.500% 125,000.00 125,078.75 39.38 78.75 12/25/14 12/12/16 Multi-Bank Securities Negotiable CD 125,000.00 1.050% 125,000.00 125,220.00 294.86 220.00 12/30/14 12/30/19 Multi-Bank Securities FHLB 500,000.00 2.000% 91,666.67 91,800.50 305.56 133.83 01/07/15 01/07/19 Multi-Bank Securities Negotiable CD 200,000.00 1.900% 200,000.00 199,088.00 572.60 (912.00) 03/17/15 03/17/20Multi-Bank Securities FHLB 230,000.00 1.800% 230,000.00 230,158.70 1,886.00 158.70 03/20/15 03/18/16Multi-Bank Securities Negotiable CD 200,000.00 0.500% 200,000.00 200,148.00 449.32 148.00 05/01/15 05/01/17Multi-Bank Securities Negotiable CD 200,000.00 0.900%199,700.00 199,768.00 606.58 68.00 05/06/15 05/06/20Multi-Bank Securities FHLB 1,000,000.00 1.800%1,000,000.00 995,810.00 5,650.00 (4,190.00) 05/28/15 05/28/20Multi-Bank Securities FHLB 800,000.00 1.500%800,000.00 801,376.00 3,100.00 1,376.00 05/28/15 05/27/16Multi-Bank Securities Negotiable CD 200,000.00 0.450%200,000.00 200,154.00 234.25 154.00 07/01/15 07/01/19Multi-Bank Securities Negotiable CD 245,000.00 1.950%245,000.00 243,027.75 798.43 (1,972.25) 07/01/15 07/01/20Multi-Bank Securities Negotiable CD 245,000.00 2.300%245,000.00 243,236.00 941.74 (1,764.00) 07/27/15 07/27/20Multi-Bank Securities FHLB 1,000,000.00 2.000%1,000,000.00 1,005,540.00 1,888.89 5,540.00 08/07/15 07/31/17Multi-Bank Securities Negotiable CD 200,000.00 1.300%200,000.00 199,774.00 220.82 (226.00) 08/27/15 08/27/20Multi-Bank Securities FHLMC 1,000,000.00 2.050%1,000,000.00 1,002,770.00 227.78 2,770.00 Total Investments20,558,111.85$ 20,148,678.52 20,136,647.55 37,384.70 (12,030.97) **Represents the LAIF daily rate at 8/31/15C O S T A M E S A S A N I T A R Y D I S T R I C TFor all Maturities with Market ValuesAugust 31, 2015 7 Type of Purchase Maturity Coupon InvestmentInvestmentDateDateRatePar ValueCostFNMA 10/18/12 10/18/17 1.000% 1,000,000.00 1,000,000.00 Callable 5/15/13 w/10 days notice, thereafter 8,11,2,5FNMA 11/15/12 11/15/17 1.000% 1,000,000.00 1,000,000.00 Callable 5/15/13 w/10 days notice, thereafter 8,11,2,5FHLB 12/28/12 12/28/17 0.950% 1,000,000.00 1,000,000.00 Callable 12/28/13 w/5 days notice, monthly thereafterFHLB 02/22/13 02/22/18 1.150% 1,000,000.00 1,000,000.00 Callable 8/22/13, w/5 days notice, thereafter 8,11,2,5FHLB 02/28/13 02/28/18 1.100% 1,000,000.00 1,000,000.00 Callable 2/28/14, w/5 days notice, annually thereafterFHLB 03/27/13 03/27/18 1.130% 1,000,000.00 1,000,000.00 Callable 3/27/15, w/5 days notice, thereafter 3,6,9,12FNMA 05/15/13 05/15/17 0.700% 1,000,000.00 1,000,000.00 Callable 5/15/14 w/10 days notice, quarterly thereafterFFCB 06/04/13 06/04/18 1.250% 1,000,000.00 1,000,000.00 Callable 9/4/13 w/5 days notice, anytime thereafterNegotiable CD 06/06/14 06/06/19 2.000% 100,000.00 99,500.00 NoneNegotiable CD 07/02/14 07/05/16 0.650% 100,000.00 99,825.00 NoneNegotiable CD 08/25/14 02/25/16 0.750% 125,000.00 125,000.00 NoneFHLB 11/26/14 11/26/19 1.500% 250,000.00 249,875.00 Callable 5/26/15 w/5 days notice, anytime thereafterNegotiable CD 12/08/14 12/08/15 0.500% 125,000.00 125,000.00 NoneNegotiable CD 12/25/14 12/12/16 1.050% 125,000.00 125,000.00 NoneFHLB 12/30/14 12/30/19 2.000% 91,666.67 91,666.67 Callable 3/30/15 w/5 days notice, anytime thereafterNegotiable CD 01/07/15 01/07/19 1.900% 200,000.00 200,000.00 NoneFHLB03/19/15 03/17/201.800% 230,000.00 230,000.00 Callable 6/17/15 w/5 days notice, anytime thereafterNegotiable CD03/20/15 03/18/160.500% 200,000.00 200,000.00 NoneNegotiable CD05/01/15 05/01/17 0.900%200,000.00 199,700.00 NoneFHLB05/06/15 05/06/20 1.800%1,000,000.00 1,000,000.00 Callable 11/6/15 w/5 days notice, anytime thereafterFHLB05/28/15 05/28/20 1.500%800,000.00 800,000.00 Callable 8/28/15 w/5 days notice, anytime thereafterNegotiable CD05/28/15 05/27/16 0.450%200,000.00 200,000.00 NoneNegotiable CD07/01/15 07/01/19 1.950%245,000.00 245,000.00 NoneNegotiable CD07/01/15 07/01/20 2.300%245,000.00 245,000.00 NoneFHLB07/27/15 07/27/20 2.000%1,000,000.00 1,000,000.00 Callable 7/27/16 w/5 days notice, quarterly thereafterNegotiable CD08/07/15 07/31/17 1.300%200,000.00 200,000.00 NoneFHLMC08/27/15 08/27/20 2.050%1,000,000.00 1,000,000.00 Callable 11/27/15 w/5 days notice, quarterly thereafterTotals14,436,666.67$ 14,435,566.67$ COSTA MESA SANITARY DISTRICTCall ScheduleAugust 31, 2015Call Features 8 Cost50,136.76 In Thousands1 - 180 Days 5,963$ 181 - 365 Days 500 1 - 2 Years 2,525 ##########6,562.50 2 - 3 Years7,000 COSTA MESA SANITARY DISTRICTMATURITIES DISTRIBUTIONAugust 31, 201530%40%50%60%70%28.20%33.10%21.83%6,562.50 2 - 3 Years7,000 ##########3 - 4 Years 545 4 - 5 Years 4,616 TOTAL21,149$ 0%10%20%30%1 - 180 Days181 - 365 Days1 - 2 Years2 - 3 Years3 - 4 Years4 - 5 Years0 0 0 0 0 028.20%2.36%11.94%2.58%21.83% 9 Costa Mesa Sanitary DistrictPortfolio Interest Rate Informationas of August 31, 20150.20%0.40%0.60%0.80%1.00%1.20%1.40%1.60%1.80%2.00%3 month T-Bill6 month T-Bill2 year T-Note3 year T-Note5 year T-NoteCMSD-monthlyLAIF-monthlyOC Pool-monthly0.00%10 Costa Mesa Sanitary District ... an Independent Special District Resolution No. 2015-874 Item Number:10. Recommendation/Notes: Recommendation: That the Board of Directors adopt Resolution No. 2015-874 ordering the publication of Ordinance No. 108, amending Operations Code Section 4.03.020 – Operating Reserves. ATTACHMENTS: Description Type Resolution No. 2015-874 Cover Memo RESOLUTION NO. 2015-874 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE COSTA MESA SANITARY DISTRICT ORDERING THAT PUBLICATION OF ORDINANCE NO. 108 AMENDING OPERATIONS CODE SECTION 4.03.020 – OPERATING RESERVES HAS OCCURRED WHEREAS, the Board of Directors on August 27, 2015 adopted Ordinance No. 108 amending Operations Code Section 4.03.020 – Operating Reserves; WHEREAS, that Ordinance was published in the Newport Beach/Costa Mesa Daily Pilot on September 16, 2015, and WHEREAS, Health and Safety Code Section 6490 provides that an order of the Board that publication has occurred is conclusive evidence that publication has properly been made; NOW, THEREFORE, the Board of Directors does hereby resolve: That it is hereby ordered and decreed that publication of Ordinance No. 108 amending Operations Code Section 4.03.020 – Operating Reserves has occurred. PASSED and ADOPTED on this day of 2015. _______________________________ _______________________________ Secretary, Costa Mesa Sanitary District President, Costa Mesa Sanitary District Board of Directors Board of Directors STATE OF CALIFORNIA ) COUNTY OF ORANGE ) SS CITY OF COSTA MESA ) I, NOELANI MIDDENWAY, Clerk of the Costa Mesa Sanitary District, hereby certify that the above and foregoing Resolution No. 2015-874 was duly and regularly passed and adopted by said Board of Directors at a regular meeting thereof, held on the day of 2015 by the following votes: AYES: NOES: ABSENT: ABSTAIN: IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Costa Mesa Sanitary District, this ____ day of ___________________ 2015. _________________________________ Noelani Middenway Clerk of the Costa Mesa Sanitary District Product(s): Daily Pilot, dailypilot.com, CApublicnotice.com_DP AdSize(s):1 Column, Run Date(s):Wednesday, September 16, 2015 Color Spec.B/W Preview Order ID:3581823 Page 1 of 1 9/11/2015 1:19:55 PMPrinted: GROSS PRICE * :$40.17 * Agency Commission not included Legal-DP- Notices PACKAGE NAME: Costa Mesa Sanitary District ... an Independent Special District EEC Environmental GIS and CMMS Support Services Item Number:11. Recommendation/Notes: Recommendation: That the Board of Directors determines EEC Environmental support services for Geographic Information System (GIS) and Computerized Maintenance Management System (CMMS) is in the best interest of the District and waives bidding procedures in accordance with District Operations Code Section 4.04.120(f). ATTACHMENTS: Description Type EEC Environmental GIS and CMMS Support Services Cover Memo Costa Mesa Sanitary District …an Independent Special District Protecting our community’s health and the environment by providing solid waste and sewer collection services. www.cmsdca.gov Memorandum To: Board of Directors From: Scott Carroll, General Manager Date: September 17, 2015 Subject: EEC Environmental GIS and CMMS Support Services Summary On October 26, 2009, the District entered into an agreement with EEC for the development of a Geographical Information System (GIS) and Computerized Maintenance Management System (CMMS) to manage and coordinate maintenance and operation activities of the Wastewater Maintenance Division. Attachment 1 is the signed 2009 agreement that includes the scope of services. After the development of both systems, EEC has been providing support services to District staff by updating maps, creating cleaning work orders, using GIS maps during hotspot committee meetings, creating key performance indicators, and making sure the systems are available and usable on tablets while staff is working in the field. Staff Recommendation That the Board of Directors determines EEC Environmental support services for Geographic Information System (GIS) and Computerized Maintenance Management System (CMMS) is in the best interest of the District and waives bidding procedures in accordance with District Operations Code Section 4.04.120(f). Analysis According to District Operations Code Section 4.04.070(f), no agreement or contract shall extend for a period of more than five years, including authorized extensions. Exceptions to this code include trash and recycling contracts, and professional services contracts for those persons serving as District Officers, such as, General Manager, District Engineer, District Counsel and District Treasurer. Board of Directors September 17, 2015 Page 2 of 3 EEC uses Esri ArcGIS as its server platform and provides cloud-base hosting for the District’s GIS and CMMS in EEC’s private cloud built on Amazon Web Services. EEC has also partnered with Cityworks for CMMS. Due to EEC’s knowledge of the District’s system and expertise using Cityworks, staff believes it would be in the District’s best interest to waive bidding procedures and continue using EEC for GIS and CMMS support services for another year. Attachment 2 is a copy of EEC proposal. Strategic Plan Element & Goal This item complies with the objective and strategy of 2015-20 Strategic Plan Element 1.0, Sewer Infrastructure, which states as follows: “Objective: To collect and transport wastewater to meet the needs of existing and future customers. Strategy: We will do this by the careful management of the collection infrastructure using prudent planning and maintenance, with financial strategies to maintain sufficient capacity and respond to changing regulatory demands.” Legal Review Not applicable Environmental Review The consideration of contracts with a firm that performs computer related services such as GIS or CMMS is not a disturbance of the environment similar to grading or construction and is not a project under CEQA or the District’s CEQA Guidelines. Financial Review The cost for support services is $35,000. There is an additional cost of $4,000 annually for cloud hosting, which brings the total cost to $39,000. Currently, $45,000 is budgeted for GIS support in the FY 2014-15 Budget, so there is adequate funding. Public Notice Process Copies of this report are on file and will be included with the entire agenda packet for the September 17, 2015 Board of Directors regular meeting at District headquarters and on District’s website. Alternative Actions 1. Direct staff to solicit request for proposals for GIS/CMMS support services. 2. Direct staff to report back with more information. Attachments A: EEC Agreement dated October 26, 2009 B: EEC Proposal dated July 31, 2015. Board of Directors September 17, 2015 Page 3 of 3 Reviewed by: Wendy Davis Finance Manager AGREEMENT FOR CONSULTANT SERVICES This Agreement is made and effective as of 004111,,. yG , 2009, between the Costa Mesa Sanitary District, a sanitary district ( "District "), and Environmental Engineering & Contracting, Inc., a corporation ( "Consultant "). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: Recitals WHEREAS, Consultant is an engineering firm that currently provides FOG inspection services for the District, including utilizing the District's GIS database to provide hotspot maps in support of the District's maintenance efforts; and WHEREAS, Consultant has previously utilized the District's GIS database to produce sewer cleaning maps similar to those desired in this agreement; and WHEREAS, Consultant has represented that it is capable of providing the GIS services described in the attached proposal, having provided GIS services to other governmental agencies; and WHEREAS, Consultant has a familiarity with the District by having maintained the FOG program, and is aware of the portions of the District's sewer system in the GIS database that are incorrectly shown and require correction; and WHEREAS, time is of the essence for District to maintain its industry standard of cleaning the sewer system at various intervals but no longer than once every three years, the maps resulting from this agreement being the guiding document for the sewer cleaning program; and WHEREAS, Consultant has also proposed to develop and implement a Computerized Maintenance Management System (CMMS) for the District which will facilitate management of line cleaning and which will provide critical sewer asset operation and maintenance and master planning data; and WHEREAS, Consultant proposes to integrate previously - provided GIS data and atlas information and to make corrections where necessary, and to provide District with an integrated and current reference source for the sewer lines, pump stations and other elements of the District's system; and WHEREAS, said CMMS will also integrate CCTV inspection data and make that information more useful; and WHEREAS, Consultant's GIS and CMMS will contain all of the detail set forth in the September 3, 2009 proposal and said products will have all the capabilities as represented therein; and 1 WHEREAS, because Consultant is an engineering firm with familiarity with the District and has proposed a fair and reasonable price to the District for such work, District is willing to award the contract to Consultant without, seeking other proposals; and WHEREAS, Consultant is willing to provide District with a "turnkey" product unless otherwise indicated in the proposal; NOW, THEREFORE the parties hereto do hereby agree as follows: 1. TERM This Agreement shall commence on September 1, 2009, and shall remain and continue in effect until tasks described herein are completed as stated in the proposal dated September 3, 2009, unless sooner terminated pursuant to the provisions of this Agreement. 2. SERVICES Consultant shall perform all of the tasks described in the September 3, 2009 proposal and set forth in Exhibit A, attached hereto and incorporated herein as though set forth in full. Consultant shall complete the tasks according to the schedule of performance which is also set forth in Exhibit A, unless the District requests that the work be done in longer phases. 3. PERFORMANCE Consultant shall, at all times, faithfully, competently and to the best of his /her /its ability, experience, and talent perform all tasks described herein. Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of Consultant hereunder in meeting its obligations under this Agreement. 4. DISTRICT MANAGEMENT District's Manager shall represent District in all matters pertaining to the administration of this Agreement, review and approval of all products submitted by Consultant, but not including the authority to enlarge the Tasks to be Performed or change the compensation due to Consultant. The District Manager shall be authorized to act on District's behalf and to execute all necessary documents which enlarge the Tasks to be Performed or change Consultant's compensation, subject to Section 5 hereof. 2 PAYMENT a) The District agrees to pay Consultant in accordance with the tasks as set forth in Exhibit A, attached hereto and incorporated herein by this reference as though set forth in full, upon completion of the task. District reserves the right to direct that work be done in phases. This amount shall not exceed One Hundred Ninety -Four Thousand Eight Hundred Seventy -Five Dollars ($194,875) for the total term of this Agreement unless additional payment is approved as provided in this Agreement. Said sum includes travel and other costs. b) Consultant shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein, unless such additional services are authorized in advance and in writing by the District Manager. Consultant shall be compensated for any additional services in the amounts and in the manner as agreed to by District Manager and Consultant at the time District's written authorized is given to Consultant for the performance of said services. The District Manager may approve additional work not to cumulatively exceed the greater of Fifteen Thousand Dollars ($15,000.00) or ten percent (10 %) of the original contract sum. Any additional work in excess of this cumulative amount shall be approved by the Board of Directors. c) Consultant will submit invoices upon task completion. Payment shall be made within thirty (30) days of receipt of each invoice as to all non- disputed fees. If the District disputes any of Consultant's fees, it shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth on the invoice. 6. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE a) The District may, at any time, for any reasons, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the Consultant at least ten (10) days prior written notice. Upon receipt of said notice, the Consultant shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the District suspends or terminates a portion of this Agreement, such suspension or termination shall not make voice or invalidate the remainder of this Agreement. b) In the event this Agreement is terminated pursuant to this Section, the District shall pay to Consultant the actual value of the work performed up to the time of termination, provided that the work performed is of value to the District. Upon termination of the Agreement pursuant to this Section, the Consultant will submit ah invoice to the District pursuant to Section 5. 3 7. DEFAULT OF CONSULTANT a) The Consultant's failure to comply with the provisions of this Agreement shall constitute a default. In the event that Consultant is in default for cause under the terms of this Agreement, District shall have no obligation or duty to continue compensating Consultant for any work performed after the date of default and can terminate this Agreement immediately by written notice to the Consultant. If such failure by the Consultant to make progress in the performance of work hereunder arises out of causes beyond the Consultant's control, and without fault of negligence of the Consultant, it shall not be considered a default. b) If the District Manager or his /her delegate determines that the Consultant is in default in the performance of any of the terms or conditions of this Agreement, he /she shall cause to be served upon the Consultant a written notice of the default. The Consultant shall have ten (10) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that the Consultant fails to cure its default within such period of time, the District shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement. 8. OWNERSHIP OF DOCUMENTS a) Consultant shall maintain complete and accurate records with respect to the professional services required by this Agreement and will produce the work product specified in Exhibit A and other such information required by District that relate to the performance of services under this Agreement. Such work product shall be fully usable by District. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to the representatives of District or its designees at reasonable times to such books and records; shall give District the right to examine and audit said books and records; shall permit District to make transcripts therefrom as necessary; and shall allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment. b) Upon completion, termination or suspension of this Agreement, all work produce reduced to any medium and other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall become the sole property of the District and may be used, reused or otherwise disposed of by the District without the permission of the Consultant. With respect to computer files, Consultant shall make available to the District, at the Consultant's office and upon 4 reasonable written request by the District, the necessary computer software and hardware for purposes of accessing, compiling, transferring and printing computer files. 9. INDEMNIFICATION a) Indemnification for Professional Liability. When the law establishes a professional standard of care for Consultant's services, to the fullest extent permitted by law, Consultant shall indemnify, protect, defend and hold harmless District and any and all of its officials, employees and agents ( "Indemnified Parties ") from and against any and all losses, liabilities, damages, costs and expenses, including attorney's fees and costs to the extent same are caused in whole or in part by any negligent or wrongful act, error or omission of Consultant, its officers, agents, employees or subconsultants (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this Agreement. b) Indemnification for Other than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Consultant shall indemnify, defend and hold harmless District, and any and all of its employees, officials and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorney's fees and costs, court costs, interest, defense costs and expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Consultant or by any individual or entity for which Consultant is legally liable, including, but not limited to, officers, agent, employees or subconsultants of Consultant. 10. INSURANCE Consultant shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit B attached to and part of this Agreement. Such coverage shall provide automotive, commercial general liability and professional error coverage, if appropriate. Existing coverage may suffice if coverage limits are acceptable. District must be named an additional insured on the endorsement. 11. INDEPENDENT CONSULTANT a) Consultant is and shall at all times remain as to the District a wholly independent Consultant. The personnel performing the services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither District nor any of its officers, employees, or agents shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents, 5 except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, employees, or agents of the District. Consultant shall not incur or have the power to incur any debt, obligation, or liability whatever against District, or bind District in any manner. b) No employee benefits shall be available to Consultant in connection with the performance of this Agreement. Except for the fees paid to Consultant as provided in the Agreement, District shall not pay salaries, wages, or other compensation to Consultant for performing services hereunder for District. District shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing services hereunder. 12. LEGAL RESPONSIBILITIES The Consultant shall keep itself informed of State and Federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Consultant shall at all times observe and comply with all such laws and regulations. The District, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the Consultant to comply with this Section. 13. UNDUE INFLUENCE Consultant declares and warrants that no undue influence or pressure has been used against or in concert with any officer or employee of the Costa Mesa Sanitary District in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential financial arrangement or financial inducement. No officer or employee of the Costa Mesa Sanitary District will receive compensation, directly or indirectly, from Consultant, or from any officer, employee or agent of Consultant, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement. Violation of this Section shall be a material breach of this Agreement entitling the District to any and all remedies at law or in equity. 14. NO BENEFIT TO ARISE TO LOCAL EMPLOYEES No member, officer, or employee of District, or their designees or agents, and no public official who exercises authority over or responsibilities with respect to the Project during his /her tenure or for one year thereafter, shall have any interest, direct or indirect, in any agreement or sub - agreement, or the proceed thereof, for work to be performed in connection with the Project performed under this Agreement. 6 15. RELEASE OF INFORMATION / CONFLICTS OF INTEREST a) All information gained by Consultant in performance of this Agreement shall be considered confidential and shall not be released by Consultant without District's prior written authorization. Consultant, its officers, employees, agents or subconsultants, shall not without written authorization from the District Manager or unless requested by the District Counsel, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories, or other information concerning the work performed under this Agreement or relating to any project or property located within the District. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives District notice of such court order or subpoena. b) Consultant shall promptly notify District should Consultant, its officers, employees, agents or subconsultants be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, requests for admissions, or other discovery request, court order, or subpoena from any person or party regarding this Agreement and the work performed thereunder or with respect to any project or property located within the District. District retains the right, but has no obligation, to represent Consultant and /or be present at any deposition, hearing, or similar proceeding. Consultant agrees to cooperate fully with District and to provide the opportunity to review any response to discovery requests provided by Consultant. However, District's right to review any such response does not imply or mean the right by District to control, direct, or rewrite said response. c) Consultant covenants that neither he /she nor any officer or principal of their firm have any interest in, or shall acquire any interest, directly or indirectly, which will conflict in any manner or degree with the performance of their services hereunder. Consultant further covenants that in the performance of this Agreement, no person having such interest shall be employed by them as an officer, employee, agent or subconsultant. Consultant further covenants that Consultant has not contracted with nor is performing any services, directly or indirectly, with any developer(s) and /or property owner(s) and /or firm(s) and /or partnership(s) owning property in the District or the study area and further covenants and agrees that Consultant and /or its subconsultants shall provide no service or enter into any agreement or agreements with a/any developer(s) and /or property owner(s) and /or firm(s) and /or partnership(s) owning property in the District or the study area prior to the completion of the work under this Agreement. 16. NOTICES Any notices which either party may desire to give to the other party under this Agreement must be in writing and may be given by: (i) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, which provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the 7 address of the party as set forth below or at any other address as that party .may later designate by notice: To District: To Consultant: 17. ASSIGNMENT Costa Mesa Sanitary District 628 West 19th St Costa Mesa, CA 92627 Attn: District Clerk Environmental Engineering & Contracting, Inc. 501 Parkcenter Drive Santa Ana, CA 92705 Attn: Jim Kolk The Consultant shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without prior written consent of the District. Because of the personal nature of the services to be rendered pursuant to this Agreement, only Jim Kolk, Ramon Gallegos or Sharon Guilliams shall perform the services described in this Agreement. Jim Kolk, Ramon Gallegos or Sharon Guilliams may use assistants, under its direct supervision, to perform some of the services under this Agreement; however, all client contact and interaction regarding professional services shall be provided by Jim Kolk, Ramon Gallegos or Sharon Guilliams. Consultant shall provide District fourteen 14) day's notice prior to the departure of Jim Kolk from Consultant's employ. Should he /she leave Consultant's employ, the District shall have the option to immediately terminate this Agreement, within three (3) days of the close of said notice period. Upon termination of this agreement, Consultant's sole compensation shall be payment for actual services performed up to, and including, the date of termination or as may be otherwise agreed to in writing between the Board of Directors and the Consultant. 18. LICENSES At all times during the term of this Agreement, Consultant shall have in full force and effect, all licenses required of it by law for the performance of the services described in this Agreement. 19. GOVERNING LAW The District and Consultant understand and agree that the laws of the State of California shall govern the rights, obligations, duties and liabilities of .the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation 8 concerning this Agreement shall take place in the municipal, superior or federal district court with jurisdiction over the Costa Mesa Sanitary District. 20. ENTIRE AGREEMENT This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged into this Agreement and shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material. 21. CONTENTS OF REQUEST FOR PROPOSAL AND PROPOSAL Consultant is bound by the contents of Exhibit A hereto and incorporated herein by this reference. In the event of conflict, the requirements of District's Request for Proposals and this Agreement shall take precedence over those contained in the Consultant's proposals. 22. MODIFICATION No modification to this Agreement shall be effective unless it is in writing and signed by authorized representatives of the parties hereto. 23. AUTHORITY TO EXECUTE THIS AGREEMENT The person or persons executing this Agreement on behalf of Consultant warrants and represents that he /she has the authority to execute this Agreement on behalf of the Consultant and has the authority to bind Consultant to the performance of its obligations hereunder. 24. INTERPRETATION In the event of conflict or inconsistency between this Agreement and any other document, including any proposal or Exhibit hereto, this Agreement shall control unless a contrary intent is clearly stated. 9 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed this day and year first above written. COSTA MESA SANITARY DISTRICT ENVIRONMENTAL ENGINEERING & CONTRACTING, INC. District Manager Signature ATTEST: District Clerk APPROVED AS TO FORM: District Counsel 10 Typed Name Title IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed this day and year first above written. COSTA MESA SANITARY DISTRICT District Manager ATTEST: APPROVED AS TO FORM: District Counsel 10 ENVIRONMENTAL ENGINEERING & CONTRACTING, INC. Typed Name Title September 3, 2009 Mr. Tom Fauth Costa Mesa Sanitary District 628 West 19th Street Costa Mesa, California 92627 ENVIRONMENTAL ENGINEERING & CONTRACTING, INC. 501 Parkcenter Drive, Santa Ana, CA 92705 Phone (714) 667 -2300 Fax (714) 667 -2310 Subject: GIS and CMMS Development for District Sewer Asset Management Dear Mr. Fauth, EXHIBIT "A" Environmental Engineering & Contracting, Inc. (EEC) is pleased to present this proposal to provide engineering services related to development of a Geographical Information System GIS) and Computerized Maintenance Management System (CMMS) for the Costa Mesa Sanitary District (District). EEC is aware that the District is interested in development of a functional Sewer System GIS /CMMS, initially to facilitate management of District -wide line cleaning activities, but ultimately to manage all critical sewer asset operation and maintenance O &M) and master planning activities. Currently the District has GIS data for sewer mains, manholes, and county trunk lines that was generated several years ago for Orange County Sanitation District (OCSD) as part of a county -wide sewer study. This existing GIS data is incomplete and contains many inaccuracies; however, the data can be corrected and migrated into a functional GIS, representative of the District's sewer system assets. A variety of spreadsheets and red -lined sewer atlases are currently used to manually manage sewer O &M activities. While functional, this method of O &M management is inefficient and does not provide flexibility in generating work orders or status reporting. Additionally, the District has an extensive catalog of sewer asset closed circuit television (CCTV) inspection data; however, the capability for review and analysis of this data is severely limited. A functional GIS /CMMS will significantly enhance O &M capabilities for the District's key sewer system assets and EEC has the demonstrated development and integration expertise required to complete these complex asset management tasks. Background The District plans to implement a District -wide line cleaning program to ensure that all District sewers are cleaned within a three year period. Based on historic observations and District understanding of the sewer system, some pipelines will need to be cleaned on an annual basis, some on a bi- annual basis, and others on a tri- annual basis. The District is interested in utilizing a GIS /CMMS system to manage and coordinate these O &M activities. To serve this purpose, the existing GIS must first be upgraded to accurately depict the District's sewer assets such as manholes and sewer pipe segments. To facilitate O &M activity scheduling and monitoring, key 1 EEC — GIS /CMMS Development Proposal, Costa Mesa Sanitary District September 3, 2009 assets must be assigned with attribute data such as pipe sizes, lengths, flow direction, manhole IDs, elevations, cleaning frequency and cleaning history. The pipe segment's cleaning history will ensure required line cleaning intervals do not lapse beyond that segment's specified cleaning frequency. Additionally, wastewater drainage watershed (WDW) and pipe segment predecessor(s) information for each pipe segment and manhole should be graphically displayed. Collectively, these elements can give the District a powerful tool to manage and schedule line cleaning activities while avoiding resource inefficiencies, which could include: Sending cleaning crews from one location to another across the District in an inefficient manner, Cleaning pipe segments out of flow order, rendering downstream segments susceptible to dislodged waste, Cleaning pipe segments more often than necessary, and Not cleaning pipe segment(s) often enough. EEC proposes to address each of these potential inefficiencies with a comprehensive GIS /CMMS with the ability to: Graphically view pipe segments based on real -time cleaning status (Figure 1); Graphically view the WDWs of the sewer system (Figure 2); Graphically view pipe segments based on their cleaning frequency or last cleaned date Figure 3); Run analysis to determine WDW cleaning prioritization; Run analysis to determine optimum pipe segment cleaning sequence based on flow direction; Include each pipe segment's cleaning frequency in the analysis process; and Create a system wide, efficient cleaning schedule that considers: o Pipe segment cleaning history, o Pipe segment cleaning frequency, o Downstream pipe segment cleaning schedule, o Pipe segment WDWs. 2 EEC – GIS /CMMS Development Proposal, Costa Mesa Sanitary District September 3, 2009 tII I 3 4, 4 f-- I f rill 111 11 Ii tt a 1 n I 1, 4. 444 CI i Sewer Mains Last Cleaning Date 4/9 - 6/9 1/9 - 3/9 10/8 - 12/8 7/8 - 9/8 4/8 - 6/8 1/8 - 3/8 10/7 - 12/7 7/7 - 9/7 4/7 - 6/7 1/7 - 3/7 10/6 - 12/6 7/6 - 9/6 4/6 - 6/6 1/6 - 3/6 10/5 - 12/5 7/5 - 9/5 CMSD Boundary Figure 1 (Actual existing GIS data, last cleaning date simulated for illustration purposes.) 3 EEC — GIS /CMMS Development Proposal, Costa Mesa Sanitary District September 3, 2009 Al A4 ®-- A7 A10 A13 • Tributary Point of Entry A2 A5 A8 All A14 Sewer Trunks A3 A6 A9 Al2 A15 1......r1 CMSD Boundary Figure 2 (Actual existing GIS data, including wastewater drainage watersheds.) 4 EEC — GIS /CMMS Development Proposal, Costa Mesa Sanitary District September 3, 2009 Figure 3 (Actual existing GIS data, cleaning frequency simulated for illustration purposes.) 5 EEC — GIS /CMMS Development Proposal, Costa Mesa Sanitary District September 3, 2009 Beyond line cleaning activities, the District manages /conducts a variety of sewer asset inspections, including sewer line CCTV inspections. The proposed GIS /CMMS will provide the District with the capability to: Enter findings /results into an organized database, Review and analyze inspection results, including viewing of CCTV video, and Schedule and monitor /report status of inspection activities. In addition to sewer line O &M activities, the District also performs routine O &M activities for the 20 District -owned pump stations. Key pump station asset data will be included in the CMMS database to enable lift station O &M activity scheduling and reporting. The district also has a need for flow modeling capabilities to identify capacity limitations and analyze /evaluate the impacts of additional wastewater discharges from new developments or upgrading facilities. The GIS environment provides an ideal solution for this engineering effort as the data required to develop an accurate flow model will be contained within the asset database. These integration activities will provide the District with this critical capacity analysis functionality. Scone of Work GIS Development GIS development tasks and deliverables include the following: Develop an accurate and up -to -date GIS containing District sewer system assets based on industry standards, including sewers, manholes, laterals, and lift stations. o GIS manhole and sewer line locations will be revised, updated and verified based on existing District paper atlases (lateral atlas - — 75 pages) and as -built drawings. o Newly added/constructed /modified assets (within the last three years) will be created in GIS based on available construction plans. This includes the four phases of Orange County Sanitation District sewer transfers (Arlington, Watson, California, and 6 new sewers) and this effort will be closely coordinated with the District Engineer. o Active laterals (approximately 35,000), inactive laterals (approximately 10,000) and inactive wyes (approximately 15,000) will be added to the GIS. o Key attribute data for sewer and manholes will be extracted from District paper atlases and as -built drawings, and included in the GIS. o District easements identified in the paper atlas, as well as those not yet entered into the District atlas, will be included in the GIS. 6 EEC — GIS /CMMS Development Proposal, Costa Mesa Sanitary District September 3, 2009 Include in the GIS the following items: o Pipe segment cleaning frequencies (defined by District staff) o Pipe segment cleaning precursors o WDW designators (defined by District staff) Develop and provide sewer system atlases for field crews and line cleaning contractors four complete sets). These atlases will: o Depict key asset data (pipe segment ID, pipe material, diameter, flow direction), o Illustrate cleaning cycles, pipe segment cleaning frequencies, and a cleaning schedule (specifics to be determined at project kick -offmeeting), and o Identify WDWs. Development and Implementation of a Line Cleaning Schedule Methodology To provide a cleaning schedule that will distribute the monthly work orders in a balanced manner throughout each three year cycle, EEC plans to partition the sewer system into 12 approximately equally sized zones made up of complete WDWs. Using these partitioned areas, line cleaning will be scheduled such that, by the end of each year, all of the annual pipe segments, half of the bi- annual pipe segments, and a third of the tri- annual pipe segments will have been cleaned. Based on input from the District, the approximate percentage of the sewer system falling into the specific cleaning frequency is: Annual = 20% of the sewer system Bi- Annual = 30% ofthe sewer system Tri- Annual = 50% of the sewer system Using these estimations, approximately 52% of the system will be cleaned each year — 100% of annuals (20% of the sewer system), 50% of bi- annuals (15% of the sewer system), and 33% of tri- annuals (17% of the sewer system). By the end of the three year cycle, all of the pipe segments will have been cleaned at least once, and by the end of six years, the complete cycle will repeat itself. The cleaning regiment will proceed approximately as follows: Cleaning Year Frequency Zones 1 Annual 1 to 12 1 Bi- annual 1 to 6 1 Tri - annual 1 to 4 Cleaning Year Frequency Zones 2 Annual 1 to 12 2 Bi- annual 7 to 12 2 Tri- annual 5 to 8 7 Cleaning Year Frequency Zones 4 Annual 1 to 12 4 Bi- annual 7 to 12 4 Tri - annual 1 to 4 Cleaning Year Frequency Zones 5 Annual 1 to 12 5 Bi- annual 1 to 6 5 Tri - annual 5 to 8 EEC — GIS /CMMS Development Proposal, Costa Mesa Sanitary District September 3, 2009 Cleaning Year Frequency Zones 3 Annual 1 to 12 3 Bi- annual 1 to 6 3 Tri - annual 9 to 12 Cleaning Year Frequency Zones 6 Annual 1 to 12 6 Bi- annual 7 to 12 6 Tri- annual 9 to 12 The chronological sequence of each zone will be determined by the prevalent last cleaning date of the pipe segments within each zone to minimize the potential for pipe segments to exceed their designated cleaning frequency. Also, throughout initial implementation of the cleaning schedule, the last cleaned date for individual pipe segments will be monitored to identify individual pipe segment at risk of exceeding its cleaning frequency. GIS Maintenance and Cleaning Schedule Reports EEC will update, revise, and correct the District's GIS (based on reports from the field), and generate the cleaning work orders on a quarterly basis or a frequency determined by the District. In order to develop an effective GIS maintenance and cleaning schedule report procedure, EEC will conduct a kick -off meeting with District staff and the cleaning contractor. The objectives of this meeting will be to: Develop a cleaning work order and cleaning results format. Develop a procedure for EEC to receive data corrections from field observations and implement those corrections in the GIS. Develop a method for EEC to analyze results from the field and deliver up to date information to the cleaning crews. This scope of work includes updates, revisions, and corrections of the District's GIS and production of the sewer system atlases (four complete sets) during the first year of implementation. CMMS Development CMMS development consists ofthe following tasks and deliverables: Develop a maintenance management database integrated with the District's GIS providing key asset management capabilities. Enter sewer system maintenance data into this database, enabling maintenance status reporting and maintenance scheduling (work orders), including line cleaning, CCTV, manhole inspections and lift station maintenance activities. Link CCTV inspection results to the database to facilitate defect assessment and repair prioritization. CCTV results, when available, will be accessible for viewing through selection of assets from the GIS interface or through the maintenance management database interface. 8 EEC — GIS /CMMS Development Proposal, Costa Mesa Sanitary District September 3, 2009 Enter key asset data into this database to support accounting/financial reporting requirements. Procure and configure appropriate software licensing for CMMS /GIS integration. EEC will update, revise, and correct the District's CMMS database (based on reports from the field) and generate O &M work orders /status reports on a quarterly basis (or a frequency determined by the District). This scope of work includes updates, revisions, corrections and maintenance of the District's CMMS and generation of the O &M work orders /reports during the first 6 months of CMMS implementation. EEC will conduct a kick -off meeting with District staff (and maintenance contractors, if requested) to ensure that field inspection reports and data are provided in a consistent format for efficient importing to the CMMS. EEC will work with District staff and contractors to develop and configure work orders and status reports suitable for the Districts needs. Modeling/Master Planning Modeling/Master Planning tasks and deliverables include the following: Integrate modeling capabilities into the GIS to provide capacity analysis functionality. The connectivity established between sewer assets in the GIS, together with application of Manning's Equation and parcel based land use data, will facilitate development of a flow model and provide analysis of sewer line capacity issues. This analysis will allow the District to focus resources on critical parts of the collection system. Provide capability to analyze downstream effects of additional loading (for new developments). Work with District staff to develop maps depicting modeling and analysis results estimate 80 hours of interface with District staff). Transition to District Staff EEC will provide the training and assistance to identified District staff to enable transitioning of the GIS /CMMS related activities from EEC to District staff (estimate 60 hours of interface with District staff). Activities may include: Maintenance data entry (line cleaning, CCTV, lift station maintenance), Field verified GIS corrections, Inspection results review and analysis, Updates to GIS and CMMS for sewer system modifications or upgrades, Generating work orders and status reports. 9 EEC — GIS /CMMS Development Proposal, Costa Mesa Sanitary District September 3, 2009 Once GIS /CMMS activities have been transitioned to the District, it is estimated that the following District resources will be required for on -going GIS /CMMS activities: Software License Maintenance Fees ($3,000- $5,000 per year) - provides for software updates, technical support, access to online services. 0.5 FTE — provides for data entry, GIS updates, CMMS updates, work orders /reports and on -going training. Cost Estimate The aforementioned scope of work will be performed by EEC on a time and materials basis, in accordance with our most current fee schedule (2009 Fee Schedule attached for reference). For the purpose of this proposal, the Estimated Cost (Not to Exceed) is $195,000. The estimated cost is broken down as follows: Project Tasks Projected Hours Est. Cost Principal Sr. Proj. Eng. II PE Proj. Eng.II Proj. Mgr. Proj. Eng. I PE GIS /IT Sup. Staff Eng. GIS Analyst Total Task Hours Hourly Rate 195 170 125 115 115 90 90 GIS Development and Line Cleaning Management 6 10 25 40 150 270 365 866 84,995 CMMS Development/ Integration 6 16 40 100 100 120 80 462 49,890 Modeling /Master Planning Development/ Integration 4 24 40 100 100 110 80 458 49,960 Transition to CMSD Staff 2 2 6 14 40 16 10 90 10,030 Total Hours 18 52 111 254 390 516 535 194,875TotalCost3,510 8,840 13,875 29,210 44,850 46,440 48,150 In the event that critical parcel data, including lot lines, Assessor Parcel Numbers (APNs) and legal descriptions are not accessible to the District at no (or low) cost through public entities City of Costa Mesa, County Assessor, County Surveyor), additional costs will be required to purchase this data through private data providers. The estimated cost for this data through a private provider is between $20,000 and $30,000. 10 EEC — GIS /CMMS Development Proposal, Costa Mesa Sanitary District September 3, 2009 EEC is prepared to begin this work upon acceptance of this budget and scope of work. It is projected that GIS development activities can be completed within 4 months. CMMS and modeling development/integration will require an additional 6 months. CMMS and modeling development/integration tasks can be initiated together or independently following completion of the GIS development tasks and work can begin immediately or at a later date to be specified by District staff. Transition of day -to -day GIS /CMMS activities will be initiated based on District staff direction. Thank you again for this opportunity to provide these professional services to the Costa Mesa Sanitary District. If you have any questions, please call Jim Kolk, Ramon Gallegos, or myself at (714) 667 -2300. Sincerely, Environmental Engineering & Contracting, Inc. 114tx,4_. teLtiaev Sharon Guilliams PE Project Engineer Acceptance If the proposed scope of work and costs of services stated herein meet with your approval, please acknowledge acceptance of same and initiate authorization to proceed by signing and faxing a copy of this document to 714 - 667 -2310. Print Name Signature Print Title Date 11 4r ENVIITONMENTAL ENGINEERING & CONTRACTING, INC. 501 Parkcenter Drive, Santa Ana, CA 92705 Phone (714) 667 -2300 Fax (714) 667 -2310 2009 Fee Schedule Prior to the commencement of services provided by EEC a Professional Service Agreement, Contract, Purchase Order, or Commitment Letter must be executed by both parties engaged. PERSONNEL CHARGES The charge for all time required for the performance of the Scope of Work, including office, field and travel time, will be billed at the hourly rate according to the labor classifications set forth below: Labor Classification Staff Engineer /Geologist/Scientist Sr Staff Engineer /Geologist/Scientist Project Engineer /Geologist/Scientist - I Project Engineer /Geologist/Scientist - I I Sr Project Engineer /Geologist/Scientist - I Sr Project Engineer /Geologist/Scientist - II Principal Engineer /Geologist Principal Project Assistant Technician Drafter Sr Technician Compliance Inspector GIS Analyst GIS, IT Supervisor Construction Technician Construction Field Supervisor Construction Manager Sr Construction Manager Hourly Rate 90 100 115 125 145 170 180 195 70 80 85 90 90 90 115 65 85 85 115 Emergency response and client requested work during non - standard business hours will be charged at a rate of 1.25 times the standard hourly rate. When EEC Staff appear as expert witnesses at court trials, mediation, arbitration hearings and depositions, their time will be charged at 2.0 times the standard rate. All time spent preparing for such trials, hearings, and depositions, will be charged at the standard hourly rate. Travel Field vehicles used on project assignments will be charged at $50 per day. The mileage charge will be billed by the current rate established by the Internal Revenue Service plus mark up. Per Diem is billed at a unit cost of $40 per day. Lodging and Per Diem is billed at $175 per day. Field Equipment Field Equipment is billed at standard unit costs. Rate schedules are available upon request. Subcontractors and Reimbursables The costs of subcontractors, materials, equipment rental and costs incurred will be charged at cost plus 15 %. Other Protect Charges The cost of additional report reproduction and special project accounting will be billed as appropriate. Plotting plans are charged by size, black and white or color, and by the number of copies supplied. Shipping and Postage Shipping charges include couriers and the postage necessary will be charged at cost plus markup. Interest Charges Interest on late payments will be charged at the rate of 1.5% per month. This Fee Schedule is adjusted each subsequent year to reflect the economic changes for the newyear. The new schedule will apply to existing and new assignments. GIS and CMMS Development for CMSD Sewer Asset Management Project Task Addendum EEC - 10/23/2009 Task 1 GIS Database Development (Phase 1) Task 1.1 Catalog paper atlas (75 pages) and recent construction plans (last 3 years) into GIS Task 1.2 Enter /verify GIS manhole and sewer line locations in GIS Task 1.3 Enter District easements into GIS Task 1.4 Enter lateral location /data into GIS Task 1.5 Develop /implement line cleaning scheduling methodology Task 1.6 Generate sewer atlases for field staff and contractors Task 1.7 Running program and database maintenance (Quarter 1) Task 1.8 Running program and database maintenance (Quarter 2) Task 1.9 Running program and database maintenance (Quarter 3) Task 1.10 Running program and database maintenance (Quarter 4) Task 1.11 CMSD GIS application licensing procurement Task 2 CMMS Development (Phase 2) Task 2.1 Develop Maintenance Management (CMMS) Database Task 2.2 Integrate CMMS Database with GIS Task 2.3 Link CCTV data to CMMS /GIS databases Task 2.4 CMSD CMMS application licensing procurement Task 3 Modeling/Master Planning (Phase 3) Task 3.1 Modeling application development /procurement Task 3.2 Integrate modeling capabilities into the GIS Database Task 3.3 Data analysis and resulting maps Task 4 Transition to District Staff Task 4.1 Provide database training to identified District staff for: o Maintenance activity data entry (line cleaning, CCTV, lift station maintenance), o Field verified GIS corrections, o Inspection results review and analysis, o Updates to GIS and CMMS for sewer system modifications or upgrades, o Generating work orders and status reports. CMSD - 949 - 645 -8400, x222 2009 2010 NOV DEC JAN FEB MAR Phase 1 - GIS Dvlpmnt - 5mos Line Clean Methodology Line Clean Schedule 85K CMSD - EEC GIS Schedule - 22 Months 2011 APR MAY JUN JUL AUG SEP OCT NOV DEC JAN FEB MAR APR MAY Phase 2 CMMS - 7mos 50K Phase 3 Hydraulic Modeling - 7mos 50K FY 09/10 Exhibit A Schedule JUN JUL AUG Training - 3mos 10k THE SCHEDULE IS APPROXIMATE AND WILL NOT AFFECT COST. Phase 1: 5 Months Duration, FY09 /10; Phase 2: 7 Months Duration, FY09 /10 - FY10/11; Phase 3: 7 Months Duration, FY10/11; Training: 3 Months Duration, FY10/11 - FY11/12; Retains CMSD Need to Spread Costs Over Three Fiscal Years; Enables EEC to complete the GIS Program in 22 Months, by Aug 31, 2011 -Keeps Rates Stable Through December 31, 2011 = 4 Months Slack; Splits the Schedule Timeline Midway Between 19 Months and 26 Months. This Document is the Schedule Portion of Exhibit A. July 31, 2015 Mr. Scott Carroll General Manager Costa Mesa Sanitary District 628 W. 19th Street Costa Mesa, CA 92627-2716 Subject: Proposal to Provide GIS and CMMS Support Services Dear Mr. Carroll: EEC Environmental (EEC) is pleased to present the Costa Mesa Sanitary District (CMSD) with this proposal to provide geographical information system (GIS) and computerized maintenance management system (CMMS) support services. To date EEC has created a state of the art GIS Integrated with CMMS for CMSD and has been utilizing the system in support of CMSD operations and asset management for various tasks such as:  Global reclassification of wastewater pipe segment cleaning frequencies  Package and delivery of data to other consultants  Software maintenance and network access troubleshooting  Clean-up and Import of historical work order data into CMMS  Review and maintenance of Key Performance Indicators  Asset repairs and construction updates to the GIS  CMMS and GIS interface adjustments based on training and field feed-back  Report and public outreach maps creation  Process and manage manhole survey data  Support for wireless system access  Software and server upgrade  Deployment of CMMS to the internet  Process and integration of third party GIS data  On-call software support and training  Field observation updates to GIS  Labor report generation  Field support and training  Hydraulic modeling In order to keep the CMSD’s GIS and CMMS in an optimal state, to make the system available to support business, budgeting, and maintenance decisions, and to train CMSD staff when necessary, EEC proposes the following scope of work. Mr. Scott Carroll Proposal to Provide GIS and CMMS Support Services to CMSD 2 August 20, 2015 BACKGROUND EEC has developed and integrated CMSD’s GIS and CMMS systems. The integrated systems are being utilized for a variety of asset management and O&M support tasks. Requests for additional system operational tasks are regularly received. Requests for analysis, reports, data editing, cleaning schedule fiscal impacts, hydraulic modeling support are typical and will continue as CMSD increases it’s utilization of the GIS/CMMS and hydraulic modeling systems. GIS and CMMS technology are ever advancing and evolving to provide greater access and functionality. EEC has partnerships with Esri (ArcGIS) and Cityworks and is excited to take advantage of these connections to provide CMSD staff with access and tools that will assist them with spatial analysis, reporting, and asset management. EEC is prepared to provide the quality and accessible support necessary to enable CMSD to continue taking advantage of their GIS and CMMS. SCOPE OF WORK Update and maintain GIS and CMMS databases EEC has a unique understanding of the spatial data management challenges CMSD faces as a special district. EEC will continue to integrate the most up-to-date information from various project files and field observations into a single authoritative enterprise geodatabase, CMSD’s asset inventory. This ongoing effort will serve to ensure the accuracy and completeness of data being reported to the field and the quality of the data presented in map products. EEC will also implement the latest Esri data management technology including geometric networks, relationship classes, and tables and update existing feature classes, feature datasets, geometric networks, relationship classes, and tables when the need arises or as requested by CMSD. Schedule: Ongoing throughout the project Key Deliverables: An asset inventory, enterprise ArcSDE geodatabase with current asset information Maintain CMMS integration CMSD has successfully deployed its CMMS, Cityworks, to the field. EEC is a certified Cityworks implementer and has a unique understanding of the tasks and efforts necessary to keep CMSD’s system operating. The GIS/CMMS integration simplifies the overall business of managing government, assist with addressing customer concerns, improves planning and reporting, and maximizes both revenue and capital investments. EEC is well equipped to maintain CMSD’s GIS and CMMS integration. EEC can also assist CMSD in leveraging the integration for better spatial and business analysis, better asset management, and better reporting. Schedule: Ongoing throughout the project Key Deliverables: Maintained CMMS and GIS integration and operation Mr. Scott Carroll Proposal to Provide GIS and CMMS Support Services to CMSD 3 August 20, 2015 Convert hard copy maps or CAD drawings to GIS EEC will convert hard copy maps to GIS features by georeferencing the maps to their geographic location and digitizing the features present. EEC often uses custom scripts to accelerate this process to minimize manual input for digitizing and collecting attribute information for each feature on the map. When CADD drawings are available, EEC will use ArcGIS tools and scripts to georeference and convert the CADD layers to GIS feature classes with the least information loss possible. When necessary, EEC can provide scanning services using an HP DesignJet T2300 scanner for large-format documents. EEC will take great care and caution to maintain the physical integrity of all plans, maps, or other materials. EEC understands the need for strict QA/QC procedures when it comes to data collection and entry. Faulty data in a geodatabase will lead to flawed analysis. As part of its QA/QC procedures, EEC includes data validation techniques, which could include the use of topology rules and Esri’s ArcGIS Data Reviewer, that identify errors and gaps in attribute data. Schedule: As requested by CMSD Key Deliverables: Updates to the enterprise geodatabase Perform spatial analyses EEC is exceptionally familiar with the spatial analyst, 3D analyst, and network analyst extensions for ArcGIS. EEC will use this experience to perform spatial and network analyses as requested by the CMSD. These analyses could include identifying root intrusion, identifying manhole lids that need to be plugged and sealed for inflow and infiltration programs, hydraulic modeling, project costing, criticality and probability of failure or any other analyses. EEC can also assist the CMSD to use technology for public outreach efforts. Spatial analysis through the GIS can also measure the distribution of assets, determine the relationship between assets, quantify patterns, and make predictions in the best interest of managing assets. Schedule: As requested throughout the project Key Deliverables: Maps, reports, and enterprise geodatabase updates based on analysis results Develop and maintain industry-standard metadata Metadata is one of the most valuable resources in keeping an enterprise geodatabase clean and usable. EEC will use its knowledge of metadata standards and requirements to ensure that each part of CMSD’s enterprise geodatabase is properly documented. EEC will interview CMSD staff when necessary to gather information on any part of the GIS for which EEC doesn’t have existing knowledge. Schedule: Ongoing throughout the project Key Deliverables: Up-to-date metadata for datasets in the enterprise geodatabase Create report-quality maps and exhibits upon request EEC is familiar with CMSD’s figure needs. EEC has successfully delivered a number of maps and map products to CMSD.EEC will create custom maps and information products as requested by CMSD. EEC has been developing maps to display spatial data for nearly two decades. The maps range in complexity Mr. Scott Carroll Proposal to Provide GIS and CMMS Support Services to CMSD 4 August 20, 2015 of displaying very intricate data structures, such as water, sewer, and storm drain networks, to simple sphere-of- influence boundaries for agencies’ public outreach efforts. EEC is prepared to offer these services to CMSD and can conform to any existing image standards or industry-specific standards. EEC can also publish maps online or in pdf and many other formats. Map production QA/QC includes several layers of review by project managers or principals-in-charge and a technical editor who confirms data accuracy. To increase accountability and transparency in the figure request process, CMSD can use EEC’s project management portal to submit requests for figures and receive updates on the figure request process. Schedule: As requested throughout the project Key Deliverables: Error-free, report-quality maps and exhibits; Provide recommendations to improve the GIS or CMMS program EEC is a trusted GIS and CMMS technology advisor to many public agencies, including the City of Anaheim, West Basin Municipal Water District, the City of Santa Ana, and the City of Sacramento. EEC has recommended and implemented numerous improvements to CMSD’s GIS program in the past and is well-positioned to maintain the momentum of those improvements. EEC will continue recommending new improvements as new developments arise in the GIS and CMMS industries. EEC is active in many GIS and public works associations, attends conferences, and is regularly exposed to the latest trends and new developments in the GIS, CMMS, and wastewater industries. This is how EEC can help agencies, such as the Yorba Linda Water District, to make improvements to their enterprise GIS. EEC is also a regional leader in the GIS industry and regularly presents at associations and conferences. Schedule: Ongoing throughout the project Key Deliverables: Technical memoranda, revisions to needs assessment documents Expand Accessibility of GIS and CMMS The GIS and CMMS systems developed by EEC for CMSD can serve CMSD in a greater capacity. By empowering CMSD staff with access to these systems they will be able to create and share maps on blogs, web pages, web and mobile applications, conduct spatial analysis, retrieve asset documentation, view key performance indicators, and report to the public and field staff. Schedule: Ongoing throughout the project Key Deliverables: Technical memoranda, revisions to needs assessment documents Other duties as required EEC understands that GIS solutions and work products are often developed as needs arise within an organization, so not all services required can be anticipated right now. EEC’s team is particularly adept at developing GIS-based solutions to complex organizational requirements. Whenever possible, EEC uses existing industry standards, templates, or internal experience to ensure that clients’ GIS systems are as Mr. Scott Carroll Proposal to Provide GIS and CMMS Support Services to CMSD 5 August 20, 2015 interoperable as possible with other agencies’ datasets and tools used within the water industry. As an example, EEC can help the CMSD integrate SCADA and GIS, collect field data with GPS, integrate customer service/billing data with the GIS, report to regulatory agencies, train staff in GIS, and perform key system and software updates. Keeping systems up to date with new software releases and updates is critical to ensure the system keeps pace with industry standards, software support, hardware, and operating systems. Provide Cloud Hosting of GIS and CMMS EEC is currently providing cloud-based hosting for CMSD’s GIS and CMMS in EEC’s private cloud built on Amazon Web Services. As part of this service, EEC manages the virtual hardware and software infrastructure necessary to support these systems, monitors the systems to maintain uptime, takes backups of the systems to ensure no data is lost due to system failures, updates operating systems and hardware as new versions are released, and provides support to CMSD staff in accessing the system. EEC is currently contracted to provide one year of these services to CMSD under a contract entered into with Utility Systems Science Software (US3). As part of this scope, CMSD would continue paying for those hosting services under this contract. Schedule: Ongoing throughout the project Key Deliverables: Cloud-based GIS and CMMS environment accessible by CMSD staff ESTIMATED COST EEC estimates support services will require 20-27 hours a month. The estimated cost to complete the aforementioned scope of work for one year (12 months) is $35,000 of time-and-material-based services, plus a $4,000 flat-rate hosting fee. Task Estimated Monthly Hours 1 Update and maintain GIS and CMMS databases 2-3 2 Maintain CMMS integration 0.5-1 3 Convert hard copy maps or CAD drawings to GIS 0.5-1 4 Perform spatial analyses 2-3 5 Develop and maintain industry-standard metadata 1 6 Create report-quality maps and exhibits upon request 2-3 7 Provide recommendations to improve the GIS or CMMS program 2-3 8 Expand Accessibility of GIS and CMMS 6-7 9 Other duties as requested 4-5 10 Provide cloud hosting of GIS and CMMS Fixed Monthly Total 20-27 Annual Total 240-324 Mr. Scott Carroll Proposal to Provide GIS and CMMS Support Services to CMSD 6 August 20, 2015 EEC will provide the GIS and CMMS support services (Task 1-9) described above on a time-and-materials basis with a not-to-exceed cost of $35,000. This work will be conducted pursuant to EEC’s most current fee schedule and standard terms and conditions (Attachment 1, EEC 2015 Fee Schedule; Attachment 2, EEC Standard Terms and Conditions). Monthly progress invoices will be submitted for payment, which will be due and payable in net thirty (30) days. EEC will provide the hosting, support, and updates services (Task 10) described above on a fixed-fee basis of $4,000 per year billed annually with payment terms of net thirty (30) days. This work will be conducted pursuant to EEC’s standard terms and conditions (Attachment 2). The proposed cost is valid for thirty (30) days after the proposal date. If additional work is requested or, due to extenuating circumstances, required outside of the aforementioned scope of work, EEC will notify CMSD for approval prior to proceeding. The additional work and will be billed on a time-and- materials basis according to EEC’s most recent fee schedule with net thirty (30) days payment terms. Thank you for the opportunity to continue to provide GIS and CMMS support services to CMSD. EEC will begin work efforts upon receipt of authorization to proceed. Should there be any questions regarding the contents of this proposal, please contact Ramon Gallegos at (714) 667-2300 or rgallegos@eecenvironmental.com. Sincerely, EEC Environmental Ramon Gallegos GIS Supervisor Attachments: 1. EEC 2015 Fee Schedule 2. EEC Standard Terms & Conditions ACCEPTANCE If the proposed scope of work, cost of services, and payment terms stated herein meet with your approval, please acknowledge acceptance of same and initiate authorization to proceed and grant site access by signing and faxing a copy of this document to 714-667-2310 or scanning and e-mailing a signed copy to rgallegos@eecenvironmental.com. Print Name ________________________ Print Title ___________________________ Signature__________________________ Date ________________________________ ATTACHMENT 1 EEC 2015 FEE SCHEDULE PERSONNEL CHARGES Travel Labor Classification Hourly Rate Staff Engineer/Geologist/Scientist $115 Sr Staff Engineer/Geologist/Scientist $125 Field Equipment Project Engineer/Geologist/Scientist - I $150 Project Engineer/Geologist/Scientist - II $160 Sr Project Engineer/Geologist/Scientist - I $180 Sr Project Engineer/Geologist/Scientist - II $200Principal Geologist $225 Subcontractors and Reimbursables Principal $225 Project Assistant $90 Technician $90 Drafter $110 Sr Technician $105 Compliance Inspector $105 Other Project Charges Analyst GIS/Technology $95 Sr Analyst GIS/Technology $105 Specialist GIS/Technology $115 Sr Specialist GIS/Technology $125 Supervisor GIS/Technology $145 Director/GIS Technology $160 Construction Technician $75 Construction Field Supervisor $95 Shipping and Postage Construction Manager $100 Sr Construction Manager $125 Technical Editor $95 Interest Charges Payment Terms Vehicles used on project assignments will be charged at $50 per day. Mileage is billed at the current rate established by the Internal Revenue Service plus mark up. Per Diem is billed at a unit cost of $50 per day. Airfare, lodging, rental cars and associated expenses are billed at cost plus mark up. Field Equipment is billed at standard unit costs.Rate schedules are available upon request. This Fee Schedule is adjusted each subsequent year to reflect the economic changes for the new year. The new schedule will apply to existing and new assignments. The costs of subcontractors, materials, equipment rental and costs incurred will be charged at cost plus 15%. Shipping charges include couriers and the postage necessary will be charged at cost plus markup. Interest on late payments will be charged at the rate of 1.5% per month. Net 30 days apply to all work performed and invoiced unless superseded by a specific executed contract. 2015 Fee Schedule Emergency response and client requested work during non-standard business hours will be charged at a rate of 1.25 times the standard hourly rate. The charge for all time required for the performance of the Scope of Work, including office, field and travel time, will be billed at the hourly rate according to the labor classifications set forth below: The cost of additional report reproduction and special project accounting will be billed as appropriate. Plotting plans are charged by size, black and white or color, and by the number of copies supplied. When EEC Staff appear as expert witnesses at court trials, mediation, arbitration hearings and depositions, their time will be charged at 2.0 times the standard rate. All time spent preparing for such trials, hearings, and depositions, will be charged at the standard hourly rate. ATTACHMENT 2 EEC STANDARD TERMS & CONDITIONS EEC ENVIRONMENTAL Standard Terms and Conditions 1. TERM OF AGREEMENT: The term of this Agreement shall commence on the above date and shall continue in effect until the project is completed or terminated by either party having given seven (7) days written notice to the other party. 2. SERVICES TO CLIENT: EEC shall render consulting or construction services, as agreed. If, in the course of the project, work beyond the scope of the proposal is requested, or if unforeseen conditions arise, EEC will notify CLIENT of the change in scope of the project and, if CLIENT agrees to such changes in writing, EEC shall undertake the additional work. Unless otherwise negotiated, additional work shall be billed according to EEC’s Current Fee Schedule. 3. PAYMENT: EEC shall submit monthly progress invoices to CLIENT. CLIENT agrees to pay EEC within thirty (30) days of the date of the invoice. Overdue payments will be charged interest at the rate of 1.5% monthly (18% annually) until payment and interest is paid in full. 4. SUSPENSION OF WORK: In the event all or any portion of the work prepared or partially prepared by EEC be suspended, abandoned, or terminated, CLIENT shall pay EEC only for the work performed. 5. EEC'S RESPONSIBILITIES: EEC shall be solely responsible for: a) completion of the project in accordance with the proposal; b) direct supervision of EEC's employees and subcontractor's on project site; c) prompt notification to CLIENT of any dangerous, adverse, or unusual conditions encountered at the site; d) obtaining and maintaining proper licenses for EEC's work; e) damage to the property due to EEC's or its subcontractor’s negligence; f) compliance with laws and regulations pertaining to EEC's employees' wages, hours, fair employment practices, worker's compensation insurance, and similar employer responsibilities. EEC understands that access to the site shall only be during normal working hours. 6. CLIENT’S RESPONSIBILITIES: CLIENT shall be solely responsible for: a) maintaining overall supervision of the project beyond the immediate scope of EEC's work; b) all applicable permits beyond the scope of EEC’s work; c) making available to EEC all of CLIENT’S information regarding existing and proposed conditions of the site including, but not be limited to: plot plans and as- built drawings. CLIENT will immediately transmit to EEC any new information which becomes available or any change in plans; d) providing reasonable access to the site for all necessary equipment and personnel during normal working hours; 7. INDEMNIFICATION: CLIENT agrees to indemnify, defend and hold EEC harmless from and against all claims or actions, based upon or arising out of injuries to persons or property, caused by the errors, omissions or negligence of CLIENT or its agents, subcontracts or employees in performance of services hereunder. EEC agrees to indemnify, defend and hold CLIENT and its members, shareholders, partners, directors, affiliates, agents, officers, employees, assignees, tenants, transferees and nominees harmless from and against any and all claims, damages, demands, liens, claims or liens, losses, actions, or liability of any kind or nature whatsover, which they may sustain, incur, or be EEC Terms and Conditions 2 subjected to, or which may be imposed on them, including, without limit, reasonable attorney’s fees and litigation costs to the extent arising directly or indirectly, in whole or in part out of, or in connection with: (a) any acts, errors or omissions or willful misconduct of EEC or its personnel in performing the services and work hereunder, including, without limit, damage to any property or injury to or death of any person(s); (b) acts, non-performance or breach by EEC’s personnel or material duties, obligations or representations under this Agreement; and (c) acts, non-performance or breach by EEC of material duties, obligations or requirements under the Access and Indemnity Agreement by and between EEC and CLIENT and incorporated herein by reference. 8. INDEPENDENT AGENT: Each party shall be an independent agent with respect to all work under this Agreement, and shall not be deemed to be the servants, employees, or agents of the other. 9. INSURANCE: EEC shall provide insurance at a minimum in accordance with the following for the duration of the project. EEC shall name CLIENT as additional insured. EEC shall provide CLIENT with a copy of EEC’s certificate of insurance prior to commencement of the services and work herein, listing CLIENT as additional insured as follows: (a) worker’s compensation per the statutory limits; (b) employer’s liability of $1,000,000 per occurrence; (c) commercial liability, including contractual liability, property damage, bodily injury and death of $2,000,000 per occurrence, $2,000,000 annual aggregate; (d) automobile liability of $1,000,000 combined single limit; and (e) professional errors and omissions of at least $1,000,000 per claim. 10. AMENDMENT: This Agreement may be amended by mutual consent of the parties in writing to be attached hereto and incorporated herein, executed by EEC and CLIENT’s representative. 11. CONFIDENTIALITY: All CLIENT information will be considered confidential and will only be released upon written approval from CLIENT. 12. ENTIRE AGREEMENT: This Agreement supersedes any and all other agreements, either oral or in writing, between the parties relating to the subject matter of this Agreement and is the entire understanding and agreement related thereto. 13. GOVERNING LAW: The validity of this Agreement and any of its terms or provisions, as well as the rights and duties of the parties hereunder, shall be governed by the laws of the State of California. 14. LEGAL CONSTRUCTION: In the event provisions contained in this Agreement shall for any reason be held to be invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision hereof. This Agreement shall be construed as if such invalid or unenforceable provision had never been contained herein. 15. ATTORNEY FEES: Should it be necessary for either party to initiate legal proceedings to enforce any term or condition of this Agreement, the prevailing party shall be entitled to all costs and expenses, including reasonable attorneys’ and consultants’ fees incurred in such proceedings. For purposes of this Agreement, the term “attorneys fees” shall include the fees and expenses of counsel to the parties hereto, which may include printing, photostating, duplication and other expenses, air freight charges and fees billed for law clerks, paralegals and other persons no admitted to the bar but performing services under the supervision of an attorney. Costa Mesa Sanitary District ... an Independent Special District Sewer Lateral Assistance Program (SLAP) Survey Results Item Number:12. Recommendation/Notes: Recommendation: That the Board of Directors receive and file the report. ATTACHMENTS: Description Type Sewer Lateral Assistance Program (SLAP) Survey Results Cover Memo Costa Mesa Sanitary District …an Independent Special District Protecting our community’s health and the environment by providing solid waste and sewer collection services. www.cmsdca.gov Memorandum To: Board of Directors From: Scott Carroll, General Manager Date: September 17, 2015 Subject: Sewer Lateral Assistance Program (SLAP) Survey Results Summary Survey cards are mailed to residents after completing the District’s Sewer Lateral Assistance Program (SLAP). The survey cards are attempts to engage with residents their level of satisfaction on the program and helps staff determine areas of improvement. Staff Recommendation That the Board of Directors receive and file the report. Analysis Staff tabulated survey results from the last two fiscal years (FY 2013-14 & 2014-15). The return ratio is 35% in FY 2013-14 and 38% in FY 2014-15. Residents were asked to rate their satisfaction level to each question on a scale of 1 to 5 with 1 being “very poor” and 5 being “very good”. The goal is to achieve 90% when combining 4 and 5 on the rating scale. Attachment A are results of the survey and below are illustrated graphs. Out of the six questions on the survey, Q3 received the lowest scores (84% and 83%). Q3 ask the following question: “Was the District able to professionally discuss your sewer lateral problems and assist you in making decisions?” In FY 2013-14, 9% responded with a score of 3 or lower and in 2014-15 7% scored a 3 or lower. However, 8% of respondents did not answer the question in 2013-14 and 10% did not answer the question in 2014-15. Staff believe respondents did not answer this question because they did not ask for assistance. If they had, the level of satisfaction would be closer to 90%. Board of Directors September 17, 2015 Page 2 of 3 75 80 85 90 95 100 Q1 Q2 Q3 Q4 Q5 Q6 SLAP Survey Results FY 2013-14 FY 2014-15 0 10 20 30 40 50 60 70 How Did You Learn About The Program? FY 2013-14 FY 2014-15 The graph above demonstrates that plumbers are using the District’s SLAP as a marketing tool to solicit business. Staff believes the plumbers are not telling residents the parameters of the program such as submitting a “before” video to staff before work is performed. As a result, many plumbers are performing unnecessary improvements costing residents thousands of dollars. Board of Directors September 17, 2015 Page 3 of 3 Strategic Plan Element & Goal This item complies with the objective and strategy of 2015-20 Strategic Plan Element 1.0, Sewer Infrastructure, and Strategic Goal No. 1.9, Sewer Lateral Assistance Program (SLAP). Legal Review Not applicable Environmental Review Conducting a survey and reporting on the results is not a disturbance of the environment similar to grading or construction and is not a project under CEQA or the District’s CEQA Guidelines. Financial Review There are no financial impacts to the District for conducting the SLAP survey. Costs associated conducting the survey such as; postcards and postage for approximately 180 to 200 postcards a year, are included the budget. Public Notice Process Copies of this report are on file and will be included with the entire agenda packet for the September 17, 2015 Board of Directors regular meeting at District headquarters and on District’s website. Alternative Actions 1. Direct staff to report back with more information. Attachments A: FY 2013-14 & FY 2014-15 Survey Results Reviewed by: Wendy Davis Finance Manager Costa Mesa Sanitary District ... an Independent Special District Contribution Program - Costa Mesa Public Safety Recognition Barbeque Item Number:14. Recommendation/Notes: Recommendation: That the Board of Directors considers sponsoring this event. ATTACHMENTS: Description Type Contribution Program - Costa Mesa Public Safety Recognition Barbeque Cover Memo Costa Mesa Sanitary District …an Independent Special District Protecting our community’s health and the environment by providing solid waste and sewer collection services. www.cmsdca.gov Memorandum To: Board of Directors From: Scott Carroll, General Manager Date: September 17, 2015 Subject: Contribution Program – Costa Mesa Public Safety Recognition Barbeque Summary The Board of Directors requested this item be placed on the agenda for discussion. On October 1, 2015 the Orange County Market Place, Costa Mesa Chamber of Commerce and OC Fair & Event Center is hosting a barbeque to recognize officers, fire fighters and employees from the Costa Mesa Police and Fire Departments and the Communication Center. The Board wants to consider sponsoring this event. Staff Recommendation That the Board of Directors considers sponsoring this event. Analysis Attachment A is a flyer for the event that describes the sponsorship levels ranging from $50 to $1,000. The Board of Directors established guidelines for making contributions to special events. Before approving a contribution amount, the Board must answer the following questions. 1. How will the District’s contribution benefit and serve the purpose of the District? The purpose must be one of the District’s statutory powers (trash/recycling and wastewater collection). An example is that the event will help promote District programs such as organics recycling, composting, sharps disposal, kitchen grease recycling, large item collection, sanitary sewer overflow prevention, etc. 2. How will a contribution advance this purpose? An example is having recycling cans available at the event, signs encouraging recycling, or having a booth at the event to promote District programs. Board of Directors September 17, 2015 Page 2 of 2 Strategic Plan Element & Goal This item complies with the objective and strategy of 2015-20 Strategic Plan Element 3.0 Partnerships and Strategic Goal No. 3.5, Participate in community groups and civic organization activities. Legal Review Not applicable Environmental Review The consideration of whether or not to become a sponsor is an administrative matter and not a disturbance of the environment similar to grading or construction and is not a project under CEQA or the District’s CEQA Guidelines. Financial Review Depending what amount the Board approves, the financial impact could range from $50 to $1,000. A contribution to the Costa Mesa Public Safety Recognition Barbeque is not budgeted. A contribution of $500 or $1,000 will need to be appropriated from the District’s Fund Balance. Public Notice Process Copies of this report are on file and will be included with the entire agenda packet for the September 17, 2015 Board of Directors regular meeting at District headquarters and on District’s website. Alternative Actions 1. Do not approve a contribution amount to sponsor the Costa Mesa Public Safety Recognition Barbeque. 2. Direct staff to report back with more information. Attachments A: Flyer Reviewed by: Wendy Davis Finance Manager Costa Mesa Sanitary District ... an Independent Special District Project Status Report Item Number:15. Recommendation/Notes: Recommendation: That the Board of Directors receive and file the report. ATTACHMENTS: Description Type Project Status Report Cover Memo COSTA MESA SANITARY DISTRICTCAPITAL IMPROVEMENT PROGRAMFY 2015-2016PROJECT:PROJECT MANAGER:DESCRIPTION:BEGIN DESIGN: Preliminary Civil Engineering - $131,047; Estimated construction cost - $5.8 million9/3/14 - Additional Preliminary Engineering Allocation - $10,000ESTIMATED COMPLETION DATE:3/25/2019STATUS REPORT:8/26/10 CMSD staff and two Directors met with OCSD staff on 8/4/10 to discuss the framework of the project. OCSD will be constructing its own gravity sewer to accept the CMSD and CNB flows and send it under the Santa Ana River to OCSD Plant No. 2. OCSD 10/26/10 - Provided OCSD with copies of all PS plans. OCSD hiring a consultant to prepare an EIR and alignment study in 2011. CMSD requested a joint EIR.12/20/10 - No change.01/27/11 - No change.4/28/11 - Staff met with 3 OCSD consultants to explain project.OCSD's first phase will be EIR & alignment study. CMSD requested OCSD EIR cover the CMSD work. 5/26/11 - Staff met with another potential OCSD consultant to review OCSD's scope of work. OCSD will soon be publishing their RFP.10/27/11 - OCSD selected Dudley as its consultant and is finalizing the consultant contract.11/30/11 - No change.1/26/12 - Kickoff meeting for OCSD's consultant Dudek scheduled for 1/11/12. Consultant has placed flow meters in CMSD lines to confirm flows.4/16/12 - The Board is considering the District Engineer's proposal to perform the Preliminary Engineering.Abandon 6 CMSD pumping stations, abandon the CNB station in the CNB island on W. 19th Street, and abandon the private pumping station on W. 18th Street by constructing new gravity lines.#101 West Side Pumping Station Abandonment7/1/2012Rob Hamers, District Engineer2/23/12 - CMSD District Engineer is providing scope of work for preliminary engineering for Board consideration.12/15/11 - OCSD staff attended CMSD SSC meeting on 11/8/11 to discuss project timeline.9/23/10 - OCSD was provided with plans, maps and flow figures for their review. OCSD will be hiring a consultant to prepare the design 03/24/11 - Staff met with OCSD Project Managers on 3/8/11 to review OCSD's scope of work and project timing.9/22/11 - OCSD is evaluating consultant proposals.8/25/11 - No change.02/24/11 - No change. Staff will be contacting OCSD to review their status. 11/18/10 - No change.7/28/11 - OCSD's preliminary schedule reflects completion of construction of OCSD's sewer facilities on 3/25/2019.6/23/11 - No change.3/22/12 - CMSD District Engineer is providing preliminary engineering fee for Board consideration. COSTA MESA SANITARY DISTRICTCAPITAL IMPROVEMENT PROGRAMFY 2015-2016PROJECT:#101 West Side Pumping Station Abandonment7/26/12 - CMSD will be obtaining topographic information from OCSD's consultant and will sve $4,500 in the process due to cost sharing.8/20/12 - OCSD's surveyors are working on the topography.3/28/13 - The District Engineer provided a narrative and map explaining the District's work to be included in the EIR NOP.5/23/13 - Engineer's Estimates for the work are being prepared.6/27/13 - Engineer's Estimates for the work are being prepared; the District Engineer reviewed 2 sections of the OCSD EIR as requested.8/29/13 - The Board will review the District Engineer's staff report on the preliminary engineering at the 8/20/13 study session.9/26/13 - The Preliminary Engineering report will be reviewed at the October 15 Study Session.10/24/13 - The Preliminary Engineering Report will be reviewed at the October 15 Study Session.11/21/13 - The preliminary engineering report was reviewed at the 11/12/13 study session.12/19/13 - No change in status.1/23/14 - No change in status.2/25/14 - No change in status.3/27/14 -No change in status.4/24/14 - No change in status.5/22/14 - No change in status.6/26/14 - The EIR is complete and will go to the OCSD Board for certification on 7/23/14. The OCSD RFP for final design will be advertised in August.7/24/14 - A special meeting is set for 7/22/14 to determine funding for potentially high park restoration and maintenance costs.8/28/14 - CMSD and OCSD are preparing Engineer's Estimates for CMSD's portion of the work. OCSD has proposed an Agreement on the need for all 9/25/14 -OCSD certified the project EIR; CMSD is completing a limited soils investigation to determine micro tunneling costs and total project costs.10/23/14- Soils report sent to micro tunneling contractor for cost estimate; with these results, CMSD can prepare a new cost estimate for entire project; OCSD has completed their estimate.11/20/14 - Engineering staff is preparing a new cost estimate for the project based on cost estimates from two contractors.12/18/14 - Engineering staff has finalized the new construction cost estimate and is presenting to the GM. abandonment facilities to be in operation.11/15/12 - The District Engineer is continuing working with the topography provided by OCSD's surveyors.10/25/12 - The District Engineer is continuing working with the topography provided by OCSD's surveyors.photogrammist.1/22/15 - Engineering staff has finalized the construction cost estimate and presented the estimate to OCSD. Next step is CMSD financial planning4/18/13 - The District Engineer is continuing work on the preliminary engineering.2/28/13 - The District Engineer is continuing work on the preliminary engineering.1/24/13 - The District Engineer is continuing work on the preliminary engineering.12/20/12 - The District Engineer is continuing work on the preliminary engineering.6/28/12 - District Engineer is working with OCSD consultant on confluence point for CMSD/CNB/OCSD sewers.5/24/12 - The Board approved the District's Engineer's proposal for the Preliminary Engineering.7/25/13 - The District Engineer will be providing the preliminary budget at the 7/25/13 regular meeting. COSTA MESA SANITARY DISTRICTCAPITAL IMPROVEMENT PROGRAMFY 2015-2016PROJECT:#101 West Side Pumping Station Abandonment2/26/15 - Project financing is being discussed at the 2/10/15 study session.3/26/15 - The Board of Directors will be considering the MOU with OCSD and Newport Beach at the regular meeting.4/23/15 - The Board approved the MOU with OCSD at the March 2015 Board meeting; the District Engineer is finalizing the final engineering design phase budgets.5/28/15 - The Board discussed the final engineering phase at the 5/12/15 study session.6/25/15 - The District Engineer has started the consultant selection process for the final engineering phase.7/23/15 -District is waiting for NB and OCSD approval of agreement. Board approved District Engineer administration contract.8/27/15 - No change in status.9/17/15 - The General Manager and District Engineer have a meeting with OCSD in mid September to discuss the project.Account NumberEncumbrances Balance#101 2,770,838$ 191,450$ -$ 2,500$ 2,576,888$ Total 2,770,838$ 191,450$ -$ 2,500$ 2,576,888$ Approved Proj Budget June 30, 2015 Accumulated Cost Current Year Expenditures followed by consideration of the MOU from OCSD. COSTA MESA SANITARY DISTRICTCAPITAL IMPROVEMENT PROGRAMFY 2015-2016PROJECT:#194 Sewer Manhole Rehab (Interior Rehab and Pump Station Re-Coating)PROJECT MANAGER:Rob Hamers, District EngineerDESCRIPTION:Rehabilitation of manhole interiors including reconstructing channels, building up wall thicknesses, andadding spray-on protective coatings. The project also includes new protective coatings for various pump station interiors. BEGIN DESIGN:2013-2014 fiscal year (Project was delayed until additional funding became available)ESTIMATED COMPLETION DATE:June, 2015STATUS REPORT; Low Bid $241,80010/23/14 - Design phase being re-started; plans 80% complete.11/20/14 - The plans and specs are 90% complete.12/18/14 - The plans and specs are 95% complete.1/22/15 - Staff is preparing specifications for bidding.2/26/15 -Field crew members have identified 7 additional MHs requiring interior rehabilitation; these MHs will be added to the plans prior to going out to bid.3/26/15 - The plans and specs should be out to bid by the regular Board meeting.4/23/15 - Bid opening is 4/20/15 and the results will be provided at the May regular meeting.5/28/15 - The Board of Directors will be considering award of the constructin contract at the 5/28/15 regular meeting.6/25/15 - The pre-construction meeting was 6/10/15 and the first day of work was 6/22/15.7/23/15 - Contractor is mobilizing equipment.8/27/15 - Construction is proceeding.9/17/15 - Construction is continuing. Approved June 30, 2015Current Year to DateAccount NumberProject BudgetAccumulated CostExpendituresEncumbrancesBalance#194300,000$ 3,175$ 665$ 241,800$ 54,360$ Total300,000$ 3,175$ 665$ 241,800$ 54,360$ COSTA MESA SANITARY DISTRICTCAPITAL IMPROVEMENT PROGRAMFY 2015-2016PROJECT:PROJECT MANAGER:DESCRIPTION:BEGIN DESIGN:Civil Design - $21,133.50; Civil Contract/Admin/Inspection - $48,470#196-A (Victoria, Mendoza & Elden By-Pass Pumps) - Engineer's Estimate: $500,000#196-B (Canyon Generator) - Engineer's Estimate: $100,000ESTIMATED COMPLETION DATE:STATUS REPORT: Low Bid 196-D - $196,7093/28/13 - The District Engineer and General Manager are working with the cities of Costa Mesa and Newport Beach regarding above-ground emergency equipment.4/18/13 - No change in status.5/23/13 - A soils investigation is being performed for the 23rd P.S. location in the right-of-way slope. Two other locations will be housed in prefabricated buildings.6/27/13 - The City of Costa Mesa is reviewing the design for the 3 stations in Costa Mesa9/26/13 - The District Engineer has provided a staff report for the 9/26/13 regular meeting on the status of the project.10/24/13 - Installation at the Elden, Victoria, and Mendoza stations is out to bid as 196-A, and installation at the Canyon Station is out to bid as 196-B.11/21/13 - Bid opening for 196-B Canyon Generator was 11/5/13 and the low bidder is Avram Electric in the amount of $64,815.12/19/13 - Bid opening for 196-A was held 11/20/13 and award construction contract on the 12/19/13 agenda to GCI in the amount of $485,200 and $222,080 equipment.1/23/14 - Work is occurring on 196-A at Elden, Victoria, and Mendoza pump stations and #196-B at Canyon pump station.2/25/14 - Construction on #196-A is 10% complete and #196-B is 50% complete.9/20/12 - Plans were submitted to the cities of Costa Mesa and Newport Beach for first plan check.7/25/13 - Engineering staff is awaiting City of Costa Mesa comments on building design at three sites, whJan - 156/28/12 - Plans and specs are 30% complete.11/15/12 - The District Engineer is working with the cities of Costa Mesa and Newport Beach regarding abNewport Beach regarding above-ground emergency equipment.7/26/12 - Plans and specs are 60% complete.8/20/12 - Engineering staff is performing final review prior to submitting the plans for plan check.above-ground emergency equipment.Newport Beach regarding above-ground emergency equipment.Newport Beach regarding above-ground emergency equipment.District Engineer is also finalizing the plans for the standby diesel generator at the Canyon pumping station.#196 Installation of Backup Power and Pumping CapabilityRob Hamers, District EngineerInstall backup standby diesel generator at two pumping stations and install backup pumping April 23, 201205/24/12 - District's Engineer's office is in design of the backup pumping systems while another consultant, PDE, is in design on the standby diesel g COSTA MESA SANITARY DISTRICTCAPITAL IMPROVEMENT PROGRAMFY 2015-2016PROJECT:#196 Installation of Backup Power and Pumping Capability3/27/14 - Construction on #196-A is 15% complete and #196-B is 60% complete.4/24/14 - #196-A is 40% complete and #196-B is 95% complete.5/22/14 - The building was installed at Victoria PS on 5/8/14; #196-A is 75% complete. #196-B is complete.6/26/14 - Installation of the backup pumping units at Victoria and Mendoza pump stations is complete.7/24/14 - Installation at Elden will continue after contractor moves golf course fence.8/28/14 - The District/SACC Agreement for moving the golf course fence was approved and construction is set to continue.9/25/14 - #196-A Elden, Victoria, Mendoza back-up pumps complete; #196-B Generator at Canyon pump station complete; #196-C 23rd back-up pump is in design at structural engineer; #196-D Generator at Irvine pump station; waiting on Gas Co. for proposed meter location prior to finalizing plans.10/23/14 - GM prefer generator at 23rd P.S. instead of backup unit requiring partial redesign; 196-D Irvine P.S Generator for designing meter assembly by Gas Co.11/20/14 - Electrical engineering consultant now retained for generator design for #196-C 23rd Station; Design for #196-D Irvine P.S. is continuing.12/18/14 - 23rd PS generator for #196C requires a larger block wall structure than the backup pump. The generator for the Irvine PS for #196-D will soon be out to bid.1/22/15 - 196-C - Project in design at electrical engineer's office; design is for backup generator. 196-D - Project out to bid with bid opening 1/20/15.2/26/15 - #196D Irvine bid opening is on 2/16/15 meeting agenda; 196-C 23rd is in design.3/26/15 - The pre-construction meeting for 196-D Irvine is 3/18/15; 196-C 23rd is still in design.4/23/15 - The Kohler generator for #196-D Irvine has been ordered; #196-C 23rd is still in design.5/28/15- The notice to proceed for #196-D was issued and construction should be complete by the end of June 2015; #196-C 23rd is in plan check at Newport Beach.6/25/15 - Cosntruction is progressing at Irvine P.S. #196-D. The plans for 23rd P.S. generator are in plan check at Newport Beach.7/23/15 - Construction is 90% complete at Irvine P.S. #196-D. District Engineer is working with NB on plan check items for 23rd P.S. #196-C.8/27/15 - Construction is 95% complete at Irvine P.S. 196-D; District Engineer is waiting for decision on plan check items from Newport Beach on 23rd PS #196C.9/17/15 - The new exhaust system is being installed at Irvine PS #196-D; consultants are completing the plan check corrections from N.B. on 23rd PS #196-C.Account NumberEncumbrances Balance#196-A Elden, Victoria, Mendoza 790,000$ 770,845$ -$ 50$ 19,105$ #196-B Canyon 115,000 115,335 - - (335) #196-C 23rd Street 340,000 21,061 627 10,283 308,029 #196-D Irvine405,000 145,245 1,593 202,608 55,555 Total 1,650,000$ 1,052,486$ 2,220$ 212,941$ 382,353$ Approved Project Budget June 30, 2015 Accumulated Cost Current Year Expenditures COSTA MESA SANITARY DISTRICTCAPITAL IMPROVEMENT PROGRAMFY 2015-2016PROJECT:PROJECT MANAGER:DESCRIPTION:The Wilson, Victoria, Mendoza, and South Coast Plaza force mains are being replaced with new force mains.BEGIN DESIGN:Civil Design - $82,593ESTIMATED COMPLETION DATE:Late 2014STATUS REPORT:12/19/13 The design phase has begun.1/23/14 - The design phase is continuing.2/25/14 - The design phase is 40% complete.3/27/14 - The design phse is 60% complete.4/24/14 - The design phase is 70% complete.5/22/14 -Mendoza force main is out to bid as a separate project due to upcoming City alley project. Engineer's estimate is $102,000. Bid opening is 6/2/14.6/26/14 - GCI Construction is low bidder in the amount of $82,540 for Project #200-A Mendoza Force Main.7/24/14 - 1st day of work for Project #200-A was 6/23/14; plans are 75% complete for Harbor, Victoria, SCP.8/28/14 - All work was completed on #200-A Mendoza force main and the Board will final the project on 8/28/14.9/25/14 - #200-A Mendoza PS new force main is complete. Design phase of Harbor, Victoria & South Coast Plaza continuing; will be meeting with SC Plaza.10/23/14 - The plans are 90% complete and were submitted to the City, SCP, and the utility agencies the week of 10/12/14.11/20/14 - Staff met with SCP Management on 11/6/14 to discuss their concerns. Staff will be meeting with the City of Costa Mesa engineering staff.12/18/14 - Staff is working with SCP Mgt's over redirecting FM flows. Staff will be meeting with City engineering to discuss the Harbor and Victoria FM1/22/15 - CCTV and flow metering will occur in the gravity system downstream of the new force main alignment at South Coast Plaza. New Harbor force main and Victoria force main were discussed with the City Engineer.2/26/15 - Harbor force main improvements will be constructed first as the top priority; design phase is continuing.3/26/15 - Alternate construction methods for Harbor force main are being investigated.4/23/15 - The Harbor Force Main will be bid by itself with two alternate methods.5/28/15 - The Harbor Force Main plans are being completed.6/25/15 - The Harbor Force Main plans are in plan check at the City of Costa Mesa.7/23/15 - Plans for Harbor Force Main are 95% complete.8/27/15 - Request for utility atlas sheets was sent for three utilities to verify clearances from excavation areas.9/17/15- Utility locations in the areas of the boring and receiving pits are being finalized.Approved June 30, 2015 Current YearAccount NumberProject BudgetAccumulated CostExpendituresEncumbrancesBalance#200 1,030,868$ 209,068$ 4,587$ 7,500$ 809,713$ Total 1,030,868$ 209,068$ 4,587$ 7,500$ 809,713$ #200 Rehabilitation of Four Force MainsRob Hamers, District EngineerDec-13 COSTA MESA SANITARY DISTRICTCAPITAL IMPROVEMENT PROGRAMFY 2015-2016PROJECT:PROJECT MANAGER:DESCRIPTION:BEGIN DESIGN:Estimated Project budget: Civil Design $11,483.50; Construction - Engineer's Estimate: $431,210ESTIMATED COMPLETION DATE:December, 2014STATUS REPORT:10/24/13 - Engineering staff met with the field crew to discuss possible additional replacement of valves inside station.11/21/13 - The design phase is continuing; the plans are 60% complete.12/19/13 - The plans are 90% complete and the Engineer's Estimate is being prepared.1/23/14 - The plans are 100% complete. Staff is exploring combining this work with 196-A, installation of a backup pump at Elden Pump Station.2/25/14 - The project is being discussed at the study session.3/27/14 - The need for additional funding has moved the project into the next 2-year budget cycle, beginning 2015-2016; strategic improvements are being included as extra work in Project #196-A.4/24/14 - The strategic improvements for this project were added to Project #196-A.5/22/14 - The strategic improvements for this project were constructed on 5/8/14.6/26/14 - No change in status.7/24/14 - The remaining improvements under this project will likely be constructed in the 2015-16 fiscal year.8/28/14 - The project will likely receive funding in the 2015-2016 Fiscal Year to complete the replacement.9/25/14 - No change in status.10/23/14 - No change in status.11/20/14 - No change in status.12/18/14 - No change in status.1/22/15 - No change in status. 2/26/15 - Project will be budgeted for 2015-16 or 2016-17.3/26/15 - No change in status.4/23/15 - No change in status.5/28/15 - No change in status.6/25/15 - No change in status.7/23/15 - No change in status.8/27/15 - No change in status.9/17/15- No change in status.#202 Elden Piping and Valve ReplacementRob Hamers, District EngineerReplace 37-year old piping and valves outside Elden PumpingOctober, 2013 COSTA MESA SANITARY DISTRICTCAPITAL IMPROVEMENT PROGRAMFY 2015-2016 Approved June 30, 2015Current Year to DateAccount NumberProject BudgetAccumulated CostExpendituresEncumbrancesBalance#202479,000$ 10,567$ -$ -$ 468,433$ Total479,000$ 10,567$ -$ -$ 468,433$ COSTA MESA SANITARY DISTRICTCAPITAL IMPROVEMENT PROGRAMFY 2015-2016PROJECT:PROJECT MANAGER:DESCRIPTION:Procure and install an emergency generator at the District YardBEGIN DESIGN:October 2013Architectural Design - $7,000; Electrical Engineering Design - $4,500ESTIMATED COMPLETION DATE:June 2014 STATUS REPORT: 10/3/2013 - Entered into agreement with RTA Architects to design and provide construction administration services11/7/2013 - Reviewed SCE 12 months bills at the Yard to determine load demand and size of the generator12/1/2013 - Project manager meeting. Possible generator manufacturers are Caterpillar, Cummins and Kohler.1/23/14 - No change in status.2/25/14 -RFP for design firms is being prepared.3/27/14 - Proposals are being requested from design firms for the design phase.4/24/14 - An electrical engineer has been retained for the design phase for a fee of $4,500.5/22/14 - The plans were submitted to the City of Costa Mesa for 1st plan review.6/26/14 - The design plans are in plan check and being re-submitted to the City.7/24/14 - Plans were resubmitted to the fire department for 2nd review; all other departments have signed off.8/28/14 - The project is out to bid.9/25/14 - Bid opening is being handled by the CMSD GM and project architect.10/23/14 - Bids were opened and are being evaluated; the low bid amount is $97,000.11/20/14 - The specifications for the generator being proposed by the low bidder are being reviewed.12/18/14 - Contractor's shop drawings are under review.1/22/15 - The contractor has provided the required bond an pre-construction meeting is planned for 1/30/15.2/26/15 - Construction will begin after acquisition of materials.3/26/15 -Concrete pad is poured, generator is being fabricated. Contractor will be relocating the existing air compressor. 4/23/15 - Generator is being fabricated. Contractor will be installing electrical conduits and wiring.5/28/15 -Delivery of the generator is expected next month.6/25/15 - Generator should be delivered within the next 2 weeks.7/23/15 - The generator is installed and had its first inspection. Training for CMSD will happen the week of 7/20/15.8/27/15 - Installation is complete.9/17/15 - The project is ready for closure. ApprovedJune 30, 2015 Current Year to DateAccount Number Proj BudgetAccumulated CostExpendituresEncumbrancesBalance#203150,000$ 119,304$ 2,350$ -$ 28,346$ Total150,000$ 119,304$ 2,350$ -$ 28,346$ #203 Emergency Generator at District YardScott Carroll, General Manager COSTA MESA SANITARY DISTRICTCAPITAL IMPROVEMENT PROGRAMFY2015-2016PROJECT:PROJECT MANAGER:DESCRIPTION:Repair 102 BEGIN DESIGN:Civil Design - $9,779ESTIMATED COMPLETION DATE:Late 2014STATUS REPORT:Low Bid $87,3496/26/14 - The plans are 60% complete.7/24/14 - The project went out to bid on 7/2/14 with bid opening scheduled for 8/5/14.8/28/14 - Bid opening was 8/5/14 and the low bid was Excel Paving in the amount of $87,349.00.9/25/14 - Notice to proceed issued to Excel Paving to begin work 9/15/14; Field Crew requesting additional manholes be added as extra work.10/23/14 - Construction is 1/3 complete; contractor will wait for City projects to finish prior to continuing unless existing mh condition is severe.11/20/14 - Construction is continuing in coordination with City street projects.12/18/14 - Construction is continuing.1/22/15 - Contractor is re-mobilizing.2/26/15 - Contractor is nearing completion.3/26/15 - Construction is nearly complete.4/23/15 - Construction is complete.5/28/15 - The Board of Directors accepted the improvements at the April 2015 regular meeting.6/25/15 - The project is complete.7/23/15 - This project is complete.8/27/15 - Phase II of this project will be completed in 2015-2016 fiscal year.9/17/15 - The project is complete. Account NumberEncumbrances Balance#204 125,000$ 120,491$ -$ -$ 4,509$ Total 125,000$ 120,491$ -$ -$ 4,509$ #204 Manhole Surface Repair Program - Phase IRob Hamers, District EngineerFeb-14June 30, 2015 Accumulated Cost Current Year Expenditures Approved Proj Budget 2/25/14 Project approved by Board, fund appropriated.5/22/14 - The plans are 40% complete.4/24/14 - The design phase is in process COSTA MESA SANITARY DISTRICTCAPITAL IMPROVEMENT PROGRAMFY2015-2016PROJECT:PROJECT MANAGER:DESCRIPTION: BEGIN DESIGN:Aug-14Civil Design -62,230 ESTIMATED COMPLETION DATE:Jun-15STATUS REPORT:8/28/14 - The design phase is underway.9/25/14 - Engineering staff is reviewing CCTV of Grade 4s in streets set for City improvements such as new paving or slurry seal. One Grade 5 found in Canadian; Mike Kilbride Ltd. will excavate and repair.10/23/14 - Engineering staff still reviewing CCTV of Grade 4s in City streets designated for repaving.11/20/14 - No change in status. Review of the videos is continuing.12/18/14 - District Engineer is determining options for completion of all Grade 4s.1/22/15 - A cost analysis of expected repairs for Phases I and II was presented to Board at the February study session.2/26/15 - Budgeting for this project is being discussed at the 2/10/15 study session.3/26/15 - The Phase I plans are being completed but construction will not occur until after the next District-wide CCTV project.4/23/15 - The phase I plans are nearly complete.5/28/15 - The Phase I plans are complete and the first two phases were combined into the Phase I plans.6/25/15 - The plans will be saved until new CCTV is completed.7/23/15 - No change in status.8/27/15 - No change in status.9/17/15 - No change in status. Approved June 30, 2015Current Year to DateAccount NumberProject BudgetAccumulated CostExpendituresEncumbrancesBalance20-201306-4300 68,000$ 65,145$ -$ -$ 2,855$ 68,000$ 65,145$ -$ -$ 2,855$ #306 Grade 4 Repairs - Phase IRob Hamers, District EngineerDistrict has 1,600 line sections with one or more Grade 4 deficiencies. COSTA MESA SANITARY DISTRICTCAPITAL IMPROVEMENT PROGRAMFY 2015-2016PROJECT:PROJECT MANAGER:DESCRIPTION: BEGIN DESIGN:Civil Design -ESTIMATED COMPLETION DATE:STATUS REPORT:5/1/15 - Paid City invoice for fiscal years 2011 thru 2013 for a total of 446 Manholes8/27/15 - Three invoices for recent work were received from the City.Approved June 30, 2015Current Year to DateAccount NumberProject BudgetAccumulated CostExpendituresEncumbrancesBalance20-201309-4300 340,500$ 174,401$ -$ -$ 166,099$ 340,500$ 174,401$ -$ -$ 166,099$ #309 City Manhole Adjustment ProgramRob Hamers, District EngineerManholes adjusted by City of Costa Mesa during street contruction COSTA MESA SANITARY DISTRICTCAPITAL IMPROVEMENT PROGRAMFY 2015-2016PROJECT:PROJECT MANAGER:DESCRIPTION: BEGIN DESIGN:Civil Design $22,610ESTIMATED COMPLETION DATE:STATUS REPORT:8/27/15 - The design phase has been started.9/17/15- The design phase is 15% complete. Approved June 30, 2015Current Year to DateAccount NumberProject BudgetAccumulated CostExpendituresEncumbrancesBalance20-201310-4300 353,000$ -$ -$ -$ 353,000$ 353,000$ -$ -$ -$ 353,000$ #310 Indus Sewer and MH LiningRob Hamers, District EngineerInsall liner in 10" gravity sewer and manholes. COSTA MESA SANITARY DISTRICTCAPITAL IMPROVEMENT PROGRAMFY 2015-2016PROJECT:PROJECT MANAGER:DESCRIPTION: BEGIN DESIGN:Civil Design -Sep-13ESTIMATED COMPLETION DATE:STATUS REPORT: 9/17/15 The design phase has been started. Approved June 30, 2015Current Year to DateAccount NumberProject BudgetAccumulated CostExpendituresEncumbrancesBalance20-201311-4300 150,000$ -$ -$ -$ 150,000$ 150,000$ -$ -$ -$ 150,000$ #311 Manhole Surface Repair Program - Phase IIRob Hamers, District Engineer COSTA MESA SANITARY DISTRICTCAPITAL IMPROVEMENT PROGRAMFY 2015-2016PROJECT:PROJECT MANAGER:DESCRIPTION: BEGIN DESIGN:Civil Design -In General Eng.ESTIMATED COMPLETION DATE:STATUS REPORT: 9/17/15 Informal bid opening is 9/8/15. Approved June 30, 2015Current Year to DateAccount NumberProject BudgetAccumulated CostExpendituresEncumbrancesBalance20-201312-4300 100,000$ -$ -$ -$ 100,000$ 100,000$ -$ -$ -$ 100,000$ #312 Aviemore Pump Station RehabilitationRob Hamers, District EngineerReplace existing pumps, bases, valves, piping, guide rails, and by-pass valves. Costa Mesa Sanitary District ... an Independent Special District Resolution No. 2015-875 Item Number:16. Recommendation/Notes: Recommendation: The Board of Directors adopt Resolution No.2015-875 authorizing District Treasurer to invest in CalTRUST. ATTACHMENTS: Description Type Resolution No. 2015-875 Cover Memo Costa Mesa Sanitary District …an Independent Special District Protecting our community’s health and the environment by providing solid waste and sewer collection services. www.cmsdca.gov Memorandum To: Board of Directors From: Marc Davis, Treasurer Date: September 17, 2015 Subject: Resolution Authorizing Investing in CalTRUST Summary Attached is a Resolution authorizing the District to invest in CalTRUST. A Resolution was originally adopted in 2008, but an account was never opened with CalTRUST. The attached Resolution includes updated language required by CalTRUST so that an account may now be opened. Staff Recommendation Approve Resolution No. 2015-875 authorizing the Costa Mesa Sanitary District to join the Investment Trust of California, a Public Joint Powers Authority, otherwise known as CalTRUST, to invest operating reserves and funds in the treasury not required for immediate needs with other public agencies in the Trust. Analysis A number of California public agencies have created a Joint Powers Authority (JPA) -- the Investment Trust of California, commonly known as CalTRUST -- for the purpose of pooling local agency assets for investing. Membership in the CalTRUST program is open to any Public Agency in California. At the present time, there are over 100 CalTRUST participants. CalTRUST invests in fixed income securities eligible for local agency investment pursuant to California Government Code Sections 53601 and 53635. A Board of Trustees supervises and administers the investment programs of the JPA. CalTRUST maintains and administers four pooled accounts within the program: • a Money Market option, which invests in an existing SEC-registered money market fund, which is rated “AAA” by Standard & Poor’s and “Aaa” by Moody’s Investor Board of Directors September 17, 2015 Page 2 of 4 Services, and which maintains a dollar-weighted average maturity of less than 90 days; • a Short-Term Account with a target duration of 0-2 years; • a Medium-Term Account with a target duration of 1.5-3.5 years; and • a Long-Term Account with a target duration of 5-7 years (although authorized by the CalTRUST Joint Powers Agreement, the CalTRUST Board of Trustees has elected to defer the opening of the Long-Term Account until the interest rate environment is more favorable for longer term securities). The JPA is governed by a Board of Trustees, consisting of up to 15 members, all of whom are experienced investment officers or employees of the public agency members. The Trustees are responsible for setting the overall policies and procedures for the JPA, and for hiring and supervising the activities of the program administrator, the investment advisor, the custodian, the auditor, legal counsel, etc. One of the principal advantages of CalTRUST is its flexibility. The Money Market account permits daily transactions, with same-day liquidity (provided redemption requests are received by 1:00 p.m. Pacific time), with no limit on the amount of funds that may be invested. The Short-Term account permits an unlimited number of transactions per month (with prior day notice), with no limit on the amount of funds that may be invested. The Medium- and Long-Term accounts permit investments, withdrawals and transfers once per month, with five days advance notice. At present, the JPA requires a minimum investment of $250,000; however, this requirement can be waived at the discretion of the CalTRUST Administrator. CalTRUST provides printed statements on a monthly basis, as well as 24- hour, password protected information on member accounts via online access. CalTRUST has entered into a Program Administration agreement with the CSAC Finance Corporation to provide administrative services. The CSAC Finance Corporation, formed in 1986, provides a broad range of financial services programs through the California Statewide Communities Development Authority, a joint powers authority, which currently has 57 counties, more than 225 cities, and more than 50 special districts throughout the State as members. CalTRUST also has entered into an Investment Advisory agreement with Wells Capital Management (WellsCap) to serve as investment advisor for the JPA. Subject to overall policy direction of the Board of Trustees, the investment advisor is responsible for the daily management of the investment affairs and research relating to the JPA’s accounts. Wells Capital Management is an asset management and broker/dealer firm and is a wholly-owned subsidiary of Wells Fargo Bank, N.A. WellsCap has a national and international client base consisting of major governmental and institutional funds and corporate portfolios. The Treasurer currently uses the Local Agency Investment Fund (LAIF) run by the State Treasurer, as a vehicle for managing liquidity in the portfolio. LAIF, however, has restrictions on the amount of funds that can be on deposit at any one time. CalTRUST will Board of Directors September 17, 2015 Page 3 of 4 give the Treasurer an additional vehicle to use in managing liquidity and bond proceeds, where appropriate; and if used in conjunction with LAIF, will provide increased diversification in the portfolio. In addition, the CalTRUST program will offer medium- and long-term options which LAIF does not offer. Based on the liquidity features of the CalTRUST program and the overall flexibility of the program, approval of the resolution to participate in the Investment Trust of California is recommended, as well as a grant of authority to the Treasurer to execute the Joint Powers Agreement and all other documents required for participation in the CalTRUST Joint Powers Authority. Strategic Plan Element & Goal This item supports achieving Strategic Element No. 7.0, Finances, by ensuring the short and long-term fiscal health of the District. Legal Review The Resolution, JPA Agreement, Information Statement, Investment Policy and Registration Form have been provided to the District’s Attorney for review as to form. Environmental Review Subject activity is exempt from the requirements of the California Environmental Quality Act (CEQA) (Public Resources Code Section 21000 et. seq.). Section 15300.4 of CEQA allows an agency while establishing its own procedures “to list those specific activities which fall within each of the exempt classes”, and the District has adopted “CEQA Guidelines and Implementing Procedures” that state on page 6, “”Projects” does not include….C. Continuing administrative or maintenance activities.” Financial Review There are no costs associated with joining the Investment Trust of California Joint Powers Authority. As with LAIF, all expenses associated with participation in CalTRUST are deducted from the yield. At present, the total annual operating expense of the CalTRUST Money Market Account is 0.13% (13 basis points) per year on the average daily net assets in the Money Market Account. Total annual operating expense of the CalTRUST Short-Term Account is 0.14% (14 basis points) per year on the first $500 million of average daily net assets in the Short- Term Account (all participants combined), and 0.13% (13 basis points) per year on average daily net assets above $500 million.. Total annual operating expenses for the Medium-Term and Long-Term accounts are 0.24% (24 basis points) of the average daily net assets in the Medium- and Long-Term accounts, respectively. There are no out-of-pocket expenses for money invested in CalTRUST. In addition, there are no transaction costs associated with contributions to, or withdrawals from, the CalTRUST accounts, or for transfers between CalTRUST accounts. Board of Directors September 17, 2015 Page 4 of 4 Public Notice Process Copies of this report are on file and will be included with the entire agenda packet for the September 17, 2015 Board of Directors regular meeting at District Headquarters (628 W. 19th Street) and on the District’s website at www.cmsdca.gov. Alternative Actions 1. Refer the matter back to staff Attachments 1. Resolution No. 2015-875 2. JPA Agreement 3. Information Sheet 4. Investment Policy 5. Registration Form RESOLUTION NO. 2015-875 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE COSTA MESA SANITARY DISTRICT AUTHORIZING THE COSTA MESA SANITARY DISTRICT, A “PUBLIC AGENCY” WITHIN THE MEANING OF THAT TERM AS DEFINED BY THE CALIFORNIA GOVERNMENT CODE, TO JOIN WITH OTHER PUBLIC AGENCIES AS A PARTICIPANT OF THE INVESTMENT TRUST OF CALIFORNIA, CARRYING ON BUSINESS AS CalTRUST WHEREAS, Section 6502 of Title 1, Division 7, Chapter 5 of the Government Code of the State of California (the “Joint Exercise of Powers Act”) provides that, if authorized by their legislative or other governing bodies, two or more public agencies by agreement may jointly exercise any power common to the contracting parties; and WHEREAS, Section 6509.7 of the Joint Exercise of Powers Act provides that, if authorized by their legislative or other governing bodies, two or more public agencies by agreement may jointly exercise their common authority to invest funds in their treasuries as authorized by subdivision (p) of Section 53601 of Title 5, Division 2, Part 1, Chapter 4, Article 2 of the Government Code of the State of California (the “California Government Code”); and WHEREAS, under Section 6500 of the Joint Exercise of Powers Act, a “public agency” includes but is not limited to the federal government or any federal department or agency, the State of California, another State or any State department or agency, a county, county board of education, county superintendent of schools, city, public corporation, public district, or regional transportation commission of the State of California or another State, or any joint powers authority formed pursuant to the California Joint Exercise of Powers Act; and WHEREAS, public agencies which constitute local agencies, as that term is defined in Section 53630 of the California Government Code, are authorized pursuant to Section 53601 and/or 53635 thereof to invest all money belonging to, or in the custody of, the local agency in certain specified investments; and WHEREAS, the Investment Trust of California, carrying on business as CalTRUST (the “Joint Powers Authority”) was established, pursuant to and in accordance with the Joint Exercise of Powers Act, by a Joint Exercise of Power Agreement, made as of February 24, 2005, as amended and restated September 12, 2012 (the “Joint Powers Agreement”), as a vehicle for public agencies to jointly exercise their common power to invest funds in accordance with applicable California law governing the investment of funds by public agencies; and WHEREAS, pursuant to and in accordance with the Joint Exercise of Powers Act, the Public Agency desires to join the other public agencies which are or will be Participants of the Joint Powers Authority by adopting and executing the Joint Powers Agreement, a form of which has been presented to this meeting; and WHEREAS, the Public Agency is a public agency as that term is defined in the Joint Exercise of Powers Act and a local agency as that term is defined in Section 53630 of the California Government Code; and WHEREAS, the Public Agency is otherwise permitted to be a Participant of the Joint Powers Authority and to invest funds in the Joint Powers Authority to be managed by the Investment Adviser to the Joint Powers Authority, notwithstanding other investments held by the Public Agency or current investment policies that otherwise may be in effect for the Public Agency so long as the Joint Powers Authority invests in securities and other instruments permitted for investment by public agencies pursuant to applicable California law; and WHEREAS, there has been presented to this meeting an Information Statement describing the Joint Powers Authority (the “Information Statement”); NOW, THEREFORE, the Board of Directors does hereby resolve: Section 1. The Costa Mesa Sanitary District shall join with other public agencies pursuant to and in accordance with the Joint Exercise of Powers Act by executing the Joint Powers Agreement and thereby becoming a Participant in the Joint Powers Authority, which Joint Powers Agreement is hereby approved and adopted, notwithstanding other investments held by the Public Agency or current investment policies that otherwise may be in effect for the Public Agency so long as the Joint Powers Authority invests in securities and other instruments permitted for investment by public agencies pursuant to applicable California law. A copy of the Joint Powers Agreement shall be filed with the minutes of the meeting at which this Resolution was adopted. The Board of Directors is hereby authorized to execute, and the Clerk of the Costa Mesa Sanitary District is hereby authorized to attest and deliver, the Joint Powers Agreement, in substantially the form presented at this meeting. Section 2. The Costa Mesa Sanitary District is hereby authorized to purchase shares of beneficial interest issued by the Joint Powers Authority from time to time with available funds of the Costa Mesa Sanitary District, and to redeem some or all of those shares from time to time as such funds are needed, notwithstanding other investments held by the Costa Mesa Sanitary District or current investment policies that otherwise may be in effect for the Costa Mesa Sanitary District so long as the Joint Powers Authority invests in securities and other instruments permitted for investment by public agencies pursuant to applicable California law. Section 3. The appropriate officers, agents and employees of the Costa Mesa Sanitary District are hereby authorized and directed in the name of and on behalf of the Costa Mesa Sanitary District to take all actions and to make and execute any and all certificates, requisitions, agreements, notices, consents, warrants and other documents, which they, or any of them, might deem necessary or appropriate in order to accomplish the purposes of this Resolution. Section 4. The Treasurer of the Costa Mesa Sanitary District is hereby delegated authority of the Board of Directors of the Costa Mesa Sanitary District to take all actions and to make and execute any and all instruments, which he or she might deem necessary or appropriate in order to carry out the purposes of the Board of Directors in adopting this Resolution, including, without limitation, the authority to extend the maturity of any investments made pursuant to this Resolution in accordance with applicable California law. Section 5. Nothing contained in this Resolution shall be deemed to infringe upon the right of the Costa Mesa Sanitary District or the Board of Directors or Treasurer of the Costa Mesa Sanitary Diatrict to make other investments outside of the mandate of this Resolution in accordance with applicable California law to the fullest extent permitted thereunder. Section 6. This Resolution shall take effect at the earliest date permitted by law. STATE OF CALIFORNIA ) COUNTY OF ORANGE ) SS CITY OF COSTA MESA ) I, Noelani Middenway, Clerk of the Costa Mesa Sanitary District, hereby certify that the above and foregoing Resolution No. 2015-875 duly and regularly passed and adopted by said Board of Directors at a regular meeting thereof held on the 17th day of September 2015. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Costa Mesa Sanitary District, this 17th day of September 2015. _________________________________ Noelani Middenway Clerk of the Costa Mesa Sanitary District EXECUTION COPY Updated: 4/14/2014; 3:06:43 PM LA1 609347 JOINT EXERCISE OF POWERS AGREEMENT DATED AS OF FEBRUARY 24, 2005 (Amended April 16, 2008) (Amended August 4, 2009) (Amended April 25, 2012) (Amended September 12, 2012) CREATING THE INVESTMENT TRUST OF CALIFORNIA, doing business as A JOINT POWERS AUTHORITY 1100 K Street, Suite 101 Sacramento, CA 95814 Tel (888) 422-8778 TABLE OF CONTENTS Page i LA1 609347 ARTICLE I. CREATION; PURPOSE, DEFINITIONS AND REPRESENTATIONS .................................................................................... 2 Section 1.1 Creation of CalTRUST ........................................................................ 2 Section 1.2 Purpose ................................................................................................. 2 Section 1.3 Definitions............................................................................................ 2 Section 1.4 Addition of Public Agencies as Members; Withdrawal of Members. ............................................................................................. 4 Section 1.5 Representations, Warranties, Covenants and Agreements of the Members .............................................................................................. 4 ARTICLE II. GOVERNING BOARD; MEETINGS OF THE BOARD ............................... 5 Section 2.1 Board of Trustees ................................................................................. 5 Section 2.2 Number, Qualification, Election and Term of Trustees ....................... 5 Section 2.3 Resignation and Removal. ................................................................... 5 Section 2.4 Vacancies ............................................................................................. 5 Section 2.5 Quorum ................................................................................................ 6 Section 2.6 Manner of Acting ................................................................................. 6 Section 2.7 Meetings of the Board. ......................................................................... 6 Section 2.8 Committees .......................................................................................... 7 Section 2.9 Fees and Compensation ....................................................................... 7 ARTICLE III. OFFICERS ....................................................................................................... 7 Section 3.1 Officers ................................................................................................ 7 Section 3.2 Treasurer .............................................................................................. 8 Section 3.3 Election of Officers .............................................................................. 8 Section 3.4 Removal of Officers ............................................................................. 8 Section 3.5 Resignation of Officers ........................................................................ 8 Section 3.6 Vacancies in Offices ............................................................................ 8 Section 3.7 Fees and Compensation ....................................................................... 8 ARTICLE IV. POWERS ......................................................................................................... 8 Section 4.1 General Powers .................................................................................... 8 Section 4.2 Specific Powers .................................................................................... 9 Section 4.3 Approval Powers of Members ........................................................... 10 ARTICLE V. ADMINISTRATIVE, INVESTMENT ADVISORY AND OTHER SERVICES FOR CALTRUST ....................................................................... 11 Section 5.1 Administrative, Investment Advisor and Approval of Agreements. ....................................................................................... 11 Section 5.2 Investment Advisor for the Shares Program. ..................................... 11 Section 5.3 Compensation of Investment Advisor for Shares Program and Others ................................................................................................. 12 Section 5.4 Other Activities of Investment Advisor for Shares Program ............. 12 Section 5.5 Custodian for the Shares Program. .................................................... 12 TABLE OF CONTENTS (continued) Page ii LA1 609347 Section 5.6 Other Services to CalTRUST ............................................................ 13 Section 5.7 Authorization to Execute ................................................................... 13 ARTICLE VI. SHARES PROGRAM ................................................................................... 13 Section 6.1 Shares of Beneficial Interest .............................................................. 14 Section 6.2 Series of Shares .................................................................................. 14 Section 6.3 Rights of Participants ......................................................................... 15 Section 6.4 Register of Shares .............................................................................. 16 Section 6.5 Transfer of Shares .............................................................................. 16 ARTICLE VII. REDEMPTIONS OF SHARES WITHIN SHARES PROGRAM ................ 16 Section 7.1 Redemptions ...................................................................................... 16 Section 7.2 Suspension of Right of Redemption .................................................. 17 Section 7.3 Redemptions to Reimburse CalTRUST for Loss on Nonpayment for Shares or for Other Charges ................................... 17 Section 7.4 Redemptions in Kind ......................................................................... 17 Section 7.5 Reporting............................................................................................ 17 Section 7.6 Minimum Investment ......................................................................... 18 ARTICLE VIII. DETERMINATION OF NET ASSET VALUE, NET INCOME, DISTRIBUTIONS AND ALLOCATIONS ................................................... 18 Section 8.1 Shares Program .................................................................................. 18 ARTICLE IX. MEETINGS OF PARTICIPANTS; APPROVAL POWER OF PARTICIPANTS ........................................................................................... 18 Section 9.1 Voting ................................................................................................ 18 Section 9.2 Action Without Meeting .................................................................... 18 Section 9.3 Notice of Action ................................................................................. 19 Section 9.4 Meetings ............................................................................................. 19 Section 9.5 Proxies................................................................................................ 19 Section 9.6 Inspectors. .......................................................................................... 19 Section 9.7 Record Date for Participant Notice, Voting and Giving Consents. ............................................................................................ 20 Section 9.8 Approval Powers of Participants ....................................................... 20 Section 9.9 Meeting Agendas. .............................................................................. 21 ARTICLE X. LIMITATIONS OF LIABILITY OF MEMBERS, PARTICIPANTS, TRUSTEES AND OTHERS.......................................................................... 21 Section 10.1 No Personal Liability of Members, Participants, Trustees and Others ................................................................................................. 21 Section 10.2 Indemnification of Participants in Shares Program ........................... 21 Section 10.3 Bad Faith of Trustees and Others ....................................................... 22 Section 10.4 Indemnification of Trustees and Others from Third-Party Actions ............................................................................................... 22 Section 10.5 Indemnification of Trustees and Others for Successful Defense ....... 22 TABLE OF CONTENTS (continued) Page iii LA1 609347 Section 10.6 Advance of Expenses ......................................................................... 22 Section 10.7 Exclusions and Limitations of Indemnification of Trustees and Others ................................................................................................. 23 Section 10.8 Obligations under Law ....................................................................... 23 Section 10.9 Required Approval ............................................................................. 23 Section 10.10 Insurance ............................................................................................ 23 Section 10.11 Fiduciaries of Employee Benefit Plan ............................................... 24 Section 10.12 No Duty of Investigation and Notice in CalTRUST Instruments ...... 24 Section 10.13 Reliance on Experts ........................................................................... 24 Section 10.14 Immunity from Liability .................................................................... 24 Section 10.15 Further Restriction of Duties and Liabilities ..................................... 24 ARTICLE XI. DURATION, TERMINATION AND AMENDMENT ................................ 25 Section 11.1 Duration ............................................................................................. 25 Section 11.2 Termination of CalTRUST. ............................................................... 25 Section 11.3 Amendment Procedure....................................................................... 25 Section 11.4 Merger, Consolidation and Sale of Assets ......................................... 26 ARTICLE XII. RECORDS AND REPORTS ......................................................................... 26 Section 12.1 Maintenance and Inspection of Records ............................................ 26 Section 12.2 Inspection by Trustees ....................................................................... 26 Section 12.3 Financial Statements and Audits ........................................................ 27 ARTICLE XIII. GENERAL MATTERS ................................................................................. 27 Section 13.1 Checks, Drafts, Evidence of Indebtedness ......................................... 27 Section 13.2 Execution of Instruments ................................................................... 27 Section 13.3 Fiscal Year ......................................................................................... 27 Section 13.4 Principal Office .................................................................................. 27 Section 13.5 Accountability .................................................................................... 27 ARTICLE XIV. MISCELLANEOUS ...................................................................................... 27 Section 14.1 Governing Law .................................................................................. 27 Section 14.2 Counterparts ....................................................................................... 28 Section 14.3 Certificates ......................................................................................... 28 Section 14.4 Provisions in Conflict with Law or Regulations ................................ 28 Section 14.5 Notices ............................................................................................... 28 Section 14.6 Index and Headings for Reference Only ............................................ 28 Section 14.7 Successors in Interest ......................................................................... 28 SCHEDULE A INITIAL MEMBERS………………………………………………………...A-1 SCHEDULE B LIST OF MEMBERS ....................................................................................... B-1 LA1 609347 JOINT EXERCISE OF POWERS AGREEMENT This JOINT EXERCISE OF POWERS AGREEMENT, dated as of February 24, 2005 (this “Agreement”), amending and restating that certain declaration of trust, dated as of January 9, 2003 and amended and restated as of June 3, 2003, is entered into by each Public Agency (as defined below) set forth on Schedule A hereto (the “Initial Members”). Capitalized terms used in this Agreement shall have the meanings given such terms in Section 1.3 of this Agreement, unless otherwise defined. WITNESSETH WHEREAS, pursuant to the Act, two or more Public Agencies may by agreement jointly exercise any power common to the contracting parties; and WHEREAS, each Member is a “Public Agency” as that term is defined in Section 6509.7 of the Act, which, as of the date of this Agreement, is defined as “the federal government or any federal department or agency, this state, another state or any state department or agency, a county, county board of education, county superintendent of schools, city, public corporation, public district, or regional transportation commission of this state or another state, or any joint powers authority formed pursuant to this [Article 1] by any of these agencies,” and includes “a nonprofit corporation whose membership is confined to public agencies or public officials;” and WHEREAS, each Member is also either a political subdivision of a state, or an agency, authority, or instrumentality of the United States, a state or any political subdivision of a state, as those terms are used in the Investment Company Act of 1940; and WHEREAS, the Act authorizes the Members to create a joint exercise of powers entity separate from the Members to exercise the common powers of the Members, as specified in this Agreement, and to act as administrator of this Agreement; and WHEREAS, by this Agreement, each Member desires to create and establish the Investment Trust of California, doing business as CalTRUST, for the purposes set forth herein to exercise the powers provided herein and to act as administrator of this Agreement; and WHEREAS, the Act authorizes a joint powers authority, such as CalTRUST, to issue shares of beneficial interest to participating Public Agencies; and WHEREAS, by this Agreement, CalTRUST will establish and administer an investment program for the benefit of its Participants, such program to be known as the Shares Program; and WHEREAS, pursuant to the Law, Public Agencies may purchase shares of beneficial interest issued by a joint powers authority organized pursuant to Section 6509.7 of the Act; and WHEREAS, the Shares Program involves the investment by Public Agencies in shares of beneficial interest issued by CalTRUST in accounts containing authorized investments that are owned by CalTRUST. 2 LA1 609347 NOW, THEREFORE, the Members, for and in consideration of the mutual promises and agreements herein contained, do agree as follows: ARTICLE I. CREATION; PURPOSE, DEFINITIONS AND REPRESENTATIONS Section 1.1 Creation of CalTRUST. There is hereby created pursuant to the Act a public agency and entity to be known as the “Investment Trust of California,” doing business as “CalTRUST.” As provided in the Act, CalTRUST shall be a public agency and entity separate and apart from the Members. The debts, liabilities and obligations of CalTRUST shall not constitute debts, liabilities or obligations of the Members. Section 1.2 Purpose. This Agreement is made pursuant to the Act to provide for the exercise by CalTRUST of those powers referred to in the recitals hereof and for CalTRUST to administer the exercise of those powers. The purpose of CalTRUST is to consolidate investment activities of the Participants and thereby reduce duplication, achieve economies of scale and carry out coherent and consolidated investment strategies through the Shares Program (as described in Articles VI and VII hereof). The Public Agencies that purchase Shares from CalTRUST through the Shares Program are collectively referred to herein as “Participants”, and individually, as a “Participant”. Section 1.3 Definitions. As used in this Agreement, the following terms shall have the following respective meanings unless the context otherwise requires: “Act” shall mean Title 1, Division 7, Chapter 5 of the California Government Code (commencing with § 6500), the Joint Exercise of Powers Act, as it may be amended from time to time. “Affiliate” shall mean, as to any person, any other person who owns beneficially, directly or indirectly, at least 5% of the outstanding capital stock or equity interest of such person or of any other person who controls, is controlled by or is under common control with such person, or is an officer, retired officer, director, employee, partner or trustee of such person or of any other person who controls, is controlled by or is under common control with such person. “Agreement” shall mean this Joint Exercise of Powers Agreement as it may from time to time be amended in accordance with the provisions hereof. “Bad Faith” shall have the meaning set forth in Section 10.3 hereof. “Board of Trustees” or “Board” shall mean the governing board of CalTRUST. “CalTRUST” shall mean the Investment Trust of California, doing business as CalTRUST, created by this Agreement. “Custodian” shall mean the entity engaged by CalTRUST to serve as the custodian for the Shares Program pursuant to the terms of the Custody Agreement. 3 LA1 609347 “Custody Agreement” shall mean a custody agreement pursuant to which CalTRUST shall engage a custodian to provide certain services to CalTRUST for the Shares Program, including but not limited to maintaining a securities custody account for all cash, securities and other property that may be delivered to the Custodian from time to time upon the terms and conditions set forth therein. “Disqualification” shall have the meaning set forth in Section 2.3(b) hereof. “Information Statement” shall mean the information statement or other disclosure document relating to the Shares Program as such Information Statement may be revised from time to time. “Initial Members” shall have the meaning set forth in the preamble hereto. “Investment Advisor” shall mean the entity engaged by CalTRUST to serve as the investment advisor to the Shares Program pursuant to the terms of the Investment Advisory Agreement. “Investment Advisory Agreement” shall mean an investment advisory agreement pursuant to which CalTRUST shall engage an investment advisor to provide certain services to CalTRUST for the Shares Program. “Investment Policy” shall mean the investment policies and objectives of CalTRUST relating to the Shares Program, as such Investment Policy may be revised from time to time in accordance herewith. “Law” means Title 5, Division 2, Part 1, Chapter 4 of the California Government Code (commencing with § 53600), as it may be amended from time to time. “Members” shall mean the Initial Members and each Public Agency that becomes a Member pursuant to the terms of Section 1.4 hereof. “Member Trustee” shall have the meaning set forth in Section 2.2 hereof. “Non-Interested Trustees” shall have the meaning set forth in Section 10.6 hereof. “Participants” shall have the meaning set forth in Section 1.2 hereof. “Public Agency” shall have the meaning given to such term from time to time in Section 6509.7 (or any successor or amended provision) of the Act. As of the date of this Agreement, “Public Agency” is defined in Section 6509.7 of the Act as “the federal government or any federal department or agency, this state, another state or any state department or agency, a county, county board of education, county superintendent of schools, city, public corporation, public district, or regional transportation commission of this state or another state, or any joint powers authority formed pursuant to this article by any of these agencies,” and includes “a nonprofit corporation whose membership is confined to public agencies or public officials.” 4 LA1 609347 “Ralph M. Brown Act” shall mean Title 5, Division 2, Part 1, Chapter 9 of the California Government Code, as it may be amended from time to time. “Series” shall have the meaning set forth in Section 6.1 hereof. “Shares” shall have the meaning set forth in Section 6.1 hereof. “Shares Program” shall mean the investment program provided to Participants by CalTRUST whereby Public Agencies invest in Shares. “Shares Register” shall have the meaning set forth in Section 6.4 hereof. Section 1.4 Addition of Public Agencies as Members; Withdrawal of Members. (a) Addition of Members. A Public Agency may become a Member by taking appropriate action to authorize and approve the execution and delivery by such Member of this Agreement, signing a counterpart of this Agreement and furnishing CalTRUST with satisfactory evidence that such actions have been taken. (b) Withdrawal. A Member may withdraw from this Agreement upon written notice to the Secretary of the Board. The Secretary of the Board shall forward a copy of such written notice of withdrawal to the Investment Advisor. Any such withdrawal shall be effective only upon receipt of the written notice of withdrawal by the Secretary of the Board who shall acknowledge receipt of such notice of withdrawal in writing to such withdrawing Member and shall file such notice as an amendment to this Agreement effective upon such filing. (c) List of Members. Schedule B sets forth a list of all Members and shall be amended from time to time upon additional Public Agencies becoming Members and upon Public Agencies withdrawing as Members. Section 1.5 Representations, Warranties, Covenants and Agreements of the Members. Each Member represents, warrants, covenants and agrees to and with CalTRUST and the other Members, but only as to itself, as follows: (a) Organization as Public Agency. The Member is duly organized and validly existing as a Public Agency with the common powers referred to in the recitals hereof, and each of the recitals hereof is true as it relates to such Member. The Member has full legal right, power and authority to enter into this Agreement, to observe and perform its obligations hereunder and to become a Member hereunder. By all necessary official actions the Member has duly authorized and approved the execution hereof and the observance and performance of its obligations hereunder. (b) Binding and Enforceable. This Agreement constitutes a legal, valid and binding obligation of the Member enforceable against the Member in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors rights generally, and by the application of equitable remedies in appropriate cases. 5 LA1 609347 ARTICLE II. GOVERNING BOARD; MEETINGS OF THE BOARD Section 2.1 Board of Trustees. CalTRUST shall be governed by the Board of Trustees. Section 2.2 Number, Qualification, Election and Term of Trustees. The number of Trustees shall be fixed from time to time by resolution of the Board; provided, however, that the number of Trustees shall not be fewer than three (3) and not greater than fifteen (15). At least seventy-five percent (75%) of the Trustees shall be members of the governing body, officers or personnel of the Members (each, a “Member Trustee”). The Trustees shall be appointed by the Board and approved by a majority of the Members. Except in the event of resignations, Disqualifications or removals pursuant to Section 2.3, each Trustee shall hold office until his or her successor is appointed by the Board and approved by a majority of the Members. Section 2.3 Resignation and Removal. (a) Resignation. Any Trustee may resign by an instrument in writing signed by such Trustee and delivered to the other Trustees, and such resignation shall be effective upon such delivery, or at a later date according to the terms of the instrument. (b) Disqualification. A Trustee will cease to be qualified as a Trustee in the event, and as of the date, such Trustee dies, is judged incompetent, or, in the case of a Member Trustee, is no longer a member of the governing body, officer or personnel of a Member, or becomes incapable of performing the duties of the office of Trustee, a guardian or conservator is appointed for such Trustee, or such Trustee is otherwise disqualified from acting as a Trustee by reason of applicable law (each, a “Disqualification”). (c) Removal by Trustees. Any Trustee may be removed, with or without cause, by the action of two-thirds (2/3) of the remaining Trustees. (d) Removal by Court. The Superior Court of the County of Sacramento, California, may at the suit of any Member or of any Participant holding at least 10% of the aggregate of the then outstanding Shares, remove from office any Trustee in case of fraudulent or dishonest acts or abuse of authority or discretion with reference to CalTRUST and may bar from reelection as a Trustee of CalTRUST any Trustee so removed for a period determined by the Court. Section 2.4 Vacancies. The term of office of a Trustee shall terminate and a vacancy shall occur in the event of the resignation, Disqualification or removal of a Trustee. No such vacancy shall operate to annul this Agreement. In the case of a vacancy, including a vacancy existing by reason of an increase in the number of Trustees by the Board, a majority of the remaining Trustees shall fill such vacancy by the appointment of such other person as they in their discretion shall see fit and as is qualified as provided herein. If there shall be no remaining Trustee, a majority of the Members may appoint a Trustee who is qualified as provided herein. An appointment of a Trustee may be made in anticipation of a vacancy to occur at a later date by reason of resignation, provided that such appointment shall not become effective prior to such resignation. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is 6 LA1 609347 filled as provided in this Section 2.4, the Trustees in office, regardless of their number, shall constitute the Board and shall have all the powers granted to the Board and shall discharge all the duties imposed upon the Board by this Agreement. No person appointed hereunder shall commence his or her term of office until such person has accepted such appointment in writing. Section 2.5 Quorum. A majority of the Trustees shall constitute a quorum for the transaction of business, except that less than a quorum may adjourn meetings from time to time. Section 2.6 Manner of Acting. Subject to the Ralph M. Brown Act and except as otherwise provided herein, any action required or permitted to be taken by the Board may be taken by a majority of the Trustees present at a meeting of Board (a quorum being present), or by a teleconference during which at least a quorum of the members of the Board participate from locations within California and which meets all other requirements of Section 54953 of the California Government Code. Section 2.7 Meetings of the Board. (a) All meetings of the Board, including, without limitation, regular, adjourned regular, special and adjourned special meetings shall be called, noticed, held and conducted in accordance with the provisions of the Ralph M. Brown Act. In addition, the Secretary shall cause notice of each meeting of the Board to be sent to each Trustee, each Member and each Participant. The Board shall hold at least one regular meeting each year, and may provide for the holding of regular meetings at more frequent intervals. In addition, the Board or a committee of Trustees appointed in accordance with Section 2.8 shall hold regular meetings each month at which meetings the investment performance of the Shares Program and related items shall be presented. The date upon which, and the hour and place at which, each such regular meeting shall be held shall be fixed by the Board. The Secretary of CalTRUST shall cause minutes of all meetings of the Board to be kept and shall, as soon as possible after each meeting, cause a copy of the minutes to be forwarded to each Trustee and to any Member or Participant (if such Member or Participant so requests CalTRUST in writing). (b) If the Board receives, on behalf of one or more Members or Participants, a request to include an item of business on the agenda for a regular Board or committee meeting at least ninety six (96) hours prior to such meeting, such item of business shall be included on the agenda for that meeting. If the request to include an item of business on the agenda is received less than ninety six (96) hours prior to such meeting, such item of business shall not be included on the agenda for that meeting, but shall be included on the agenda for the following regular meeting of the Board, unless the Board otherwise determines to include such item of business on the agenda in accordance with the Ralph M. Brown Act. Any Board agenda that includes an item of business requested by any Member or Participant shall be distributed to all Members and Participants pursuant to Section 14.5 or as otherwise permitted by the Ralph M. Brown Act. (c) If the Secretary of CalTRUST receives, on behalf of one or more Members or Participants, a request to call a special meeting of the Board or a particular committee to consider an urgent item of business raised by a Member or Participant, the Secretary shall promptly forward such request to each Trustee, and the Board may, in its sole discretion, determine whether or not to call a special meeting to consider such item of business. If the Board does 7 LA1 609347 determine to call a special meeting, the item of business raised by the Member or Participant shall be included on the agenda. The Board may, at its discretion, include any other items of business raised by a Member or Participant so long as such items are raised not less than twenty four (24) hours prior to the time set for the meeting and in sufficient time for the item to be included on the agenda distributed with notice of such special meeting. If the Board does not call a special meeting to consider the item of business raised by a Member or Participant, such item of business shall be included on the agenda of the next regular Board meeting if the Board received the request from the Secretary in accordance with Section 2.7(b). Any Board agenda that includes an item of business requested by any Member or Participant shall be distributed to all Members and Participants pursuant to Section 14.5 or as otherwise permitted by the Ralph M. Brown Act. Section 2.8 Committees. The Board may create one or more committees and appoint members of the Board to serve on such committees. Each committee shall consist of two or more Trustees who serve at the pleasure of the Board. The creation of a committee and appointment of members to it shall be approved by a majority of all of the Trustees serving on the Board when the action is taken. The provisions of this Agreement which govern meetings, notice and waiver of notice, and quorum and voting requirements of the Board shall apply to committees of the Board as well. Section 2.9 Fees and Compensation. Trustees may receive such compensation, if any, for their services and such reimbursement of expenses as may be fixed or determined by the Board. This Section 2.9 shall not be construed to preclude any Trustee from serving CalTRUST in any other capacity as an officer, agent, employee, or otherwise and receiving compensation for those services. ARTICLE III. OFFICERS Section 3.1 Officers. The officers of CalTRUST shall be the President, Secretary and Treasurer (as defined below) and such other officers as the Board may determine. Any number of offices may be held by the same person. Section 3.2 Definition of Officers. (a) President. The President shall preside at all meetings of the Board of Trustees and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Trustees or be prescribed by the Joint Powers Agreement. The President shall also be the chief corporate officer of CalTRUST and shall subject to the control of the Board of Trustees, have general supervision, direction and control of the business and officers of CalTRUST. He shall be ex-officio member of all standing committees, and shall have the general powers and duties of management usually vested in the office of President of a corporation and shall have such other powers and duties as may be prescribed by the Board of Trustees or by this Joint Powers Agreement. 8 LA1 609347 (b) Secretary. The Secretary shall keep or cause to be kept a book of minutes at the principal office or at such other place as the Board of Trustees may order, of all meetings of the Trustees, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Directors’ meetings and the proceedings thereof. The Secretary shall give or cause to be given notice of all meetings of the Board of Trustees, shall keep CalTRUST records in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board of Trustees or this Joint Powers Amendment. (c) Treasurer. The Board shall appoint one or more of its officers or employees to serve as treasurer, auditor and controller of CalTRUST (the “Treasurer”) pursuant to Section 6505.6 of the Act. Except for moneys held by any custodian or depository in connection with the Shares Program and except as may otherwise be specified by resolution of the Board, the Treasurer of CalTRUST shall be responsible for safekeeping and disbursement of CalTRUST assets, and, as such, shall have the powers, duties and responsibilities specified in Sections 6505, 6505.5 and 6509.5 of the Act. Section 3.3 Election of Officers. The officers of CalTRUST shall be elected by the Board to serve at the pleasure of the Board until such officer is re-elected or a successor to such office is elected by the Board. The officers shall have such authority and perform such duties as the Board may from time to time determine, subject to the rights, if any, of an officer under any contract of employment. Section 3.4 Removal of Officers. Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the Board. Section 3.5 Resignation of Officers. Any officer may resign at any time by giving written notice to the Board. Any resignation shall take effect as of the date of the receipt of that notice or at any later time specified in that notice, and unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of CalTRUST under any contract to which the officer is a party. Section 3.6 Vacancies in Offices. A vacancy in any office because of death, resignation, removal or any other cause shall be filled in the manner prescribed herein for regular appointment to that office. The President may make temporary appointments to a vacant office pending action by the Board. Section 3.7 Fees and Compensation. Officers may receive such compensation, if any, for their services and such reimbursement of expenses as may be fixed or determined by the Board. ARTICLE IV. POWERS Section 4.1 General Powers. CalTRUST shall have the power, in its own name, to exercise the common powers of the Members referred to in the recitals hereof and to exercise all additional powers given to a joint powers entity under the Act and any other applicable law for 9 LA1 609347 any purpose authorized under this Agreement. Pursuant to Section 6508 of the Act, CalTRUST shall have the power, in its own name, to do any or all of the following: to make and enter into contracts, or to employ agents and employees, to acquire, construct, manage, maintain or operate any building, works or improvements, or to acquire, hold or dispose of property or to incur debts, liabilities or obligations and sue and be sued in its own name. Pursuant to Section 6509.7 of the Act, CalTRUST shall have the power, in its own name, to issue shares of beneficial interest in the securities and obligations authorized by the Law. CalTRUST is authorized, in its own name, to do all acts necessary for the exercise of said powers for said purposes. Such powers shall be exercised subject only to such restrictions upon the manner of exercising such powers as are imposed upon a county in the exercise of similar powers, as provided in Section 6509 of the Act. Section 4.2 Specific Powers. Consistent with, derived from and subject to the general powers of CalTRUST granted in Section 4.1, CalTRUST shall have the following specific powers: (a) Investments. CalTRUST shall have the power to subscribe for, invest in, reinvest in, purchase or otherwise acquire, own, hold, pledge for settlement purposes only, sell, assign, transfer, exchange, distribute, lend or otherwise deal in or dispose of investments of every nature and kind, provided such investment is (in the sole and absolute discretion of CalTRUST) consistent with the applicable law and the Investment Policy, and to exercise any and all rights, powers and privileges of ownership or interest in respect of any and all such investments of every kind and description, including without limitation, the right to consent and otherwise act with respect thereto, with power to designate one or more persons, firms, associations or corporations to exercise any of such rights, powers and privileges in respect of any of such investments. Subject to Section 9.8, the Investment Policy may be revised from time to time by resolution of the Board, provided that the Investment Policy shall at no time permit investments not authorized for legal investment under the Law. Promptly upon the Board’s approval of any amendment to the Investment Policy, the Board shall cause the amended Investment Policy to be delivered to each Participant. (b) Issuance and Redemption of Shares. CalTRUST shall have the power to issue, sell, repurchase, redeem, retire, cancel, acquire, hold, resell, reissue, dispose of, transfer, and otherwise deal in Shares, or any Series of Shares by means of the Shares Program, and subject to the provisions hereof, to apply to any such repurchase, redemption, retirement, cancellation or acquisition of Shares, or any Series of Shares, any funds or property of CalTRUST with respect to such Shares, or Series of Shares, whether capital or surplus or otherwise, to the full extent now or hereafter permitted by applicable law. (c) Legal Title. Legal title to all CalTRUST property shall be vested in CalTRUST, except that CalTRUST shall have power to cause legal title to any CalTRUST property to be held in the name of any other person as nominee, on such terms as CalTRUST may determine, provided, however, that the interest of CalTRUST therein is appropriately protected. (d) Delegation. CalTRUST shall have power to delegate from time to time to officers, employees or agents of CalTRUST the doing of such things and the execution of such 10 LA1 609347 instruments in the name of CalTRUST or otherwise as CalTRUST may deem expedient, to the same extent as such delegation is permitted by applicable law. (e) Collection and Payment. CalTRUST shall have power to collect all property due to CalTRUST; to pay all claims, including taxes, against CalTRUST property; to prosecute, defend, compromise or abandon any claims relating to CalTRUST property; to foreclose any security interest securing any obligation by virtue of which any property is owed to CalTRUST; and to enter into releases, agreements and other instruments. (f) Expenses and Limits Thereon. CalTRUST shall have the power to incur and pay any reasonable expenses that in the opinion of CalTRUST are necessary or incidental to carry out any of the purposes of this Agreement. (g) Litigation. CalTRUST shall have the power to engage in and to prosecute, defend, compromise, abandon, or adjust, by arbitration or otherwise, any actions, suits, proceedings, disputes, claims, and demands relating to CalTRUST or CalTRUST property, and, out of CalTRUST property, to pay or to satisfy any debts, claims or expenses incurred in connection therewith, including those of litigation, and such power shall include without limitation the power of CalTRUST, in the exercise of its good faith business judgment, consenting to dismiss any action, suit, proceeding, dispute, claim, or demand, derivative or otherwise, brought by any person, including a Member or Participant, whether or not CalTRUST or any of the Trustees may be named individually therein or the subject matter arises by reason of business for or on behalf of CalTRUST. (h) Miscellaneous Powers. CalTRUST shall have the power to: (i) employ or contract with such persons as CalTRUST may deem desirable for the transaction of the affairs of CalTRUST, including such agents or employees as CalTRUST considers appropriate; (ii) to the extent permitted by applicable law, enter into joint ventures, partnerships and any other combinations or associations; (iii) purchase, and pay for out of CalTRUST property, insurance policies insuring the Trustees, officers, employees, agents, Members, investment advisers, distributors, or independent contractors of CalTRUST against all claims arising by reason of holding any such position or by reason of any action taken or omitted by any such person in such capacity, whether or not constituting negligence, or whether or not CalTRUST would have the power to indemnify such person against such liability; (iv) to the extent permitted by applicable law, indemnify any person with whom CalTRUST has dealings to such extent as CalTRUST shall determine, including, without limitation, any administrator of CalTRUST; (v) determine and change the fiscal year of CalTRUST and the method by which its accounts shall be kept; and (vi) adopt a seal for CalTRUST, but the absence of such seal shall not impair the validity of any instrument executed on behalf of CalTRUST. (i) Other Powers. In addition to the specific powers set forth above, CalTRUST shall also have all other powers consistent with the Act and reasonably necessary from time to time to carry out the purposes of CalTRUST as set forth in Section 1.2 hereof. Section 4.3 Approval Powers of Members. The following matters alone shall require the approval of all or a certain percentage of the Members as provided herein: (a) termination of CalTRUST as provided in Section 11.2, (b) merger, consolidation or sale of assets of CalTRUST 11 LA1 609347 as provided in Section 11.4, and (c) such additional matters relating to CalTRUST as may be required by this Agreement or as CalTRUST may consider necessary or desirable. In addition, if a certain percentage approval is not specified herein, approval of at least a majority of the Members shall be required. ARTICLE V. ADMINISTRATIVE, INVESTMENT ADVISORY AND OTHER SERVICES FOR CALTRUST Section 5.1 Administrative, Investment Advisor and Approval of Agreements. (a) Supervision of CalTRUST. The Board is responsible for the general policies of CalTRUST and for such general supervision of the business of CalTRUST conducted by all officers, agents, employees, advisers, managers or independent contractors of CalTRUST as may be necessary to insure that such business conforms to the provisions of this Agreement. However, the Board shall not be required personally to conduct all the business of CalTRUST, and consistent with the Board’s ultimate responsibility as stated above, CalTRUST shall have the power to appoint, employ or contract with any person (including one or more of the Trustees or any corporation, partnership or trust in which one or more of them may be directors, officers, stockholders, partners or trustees) as CalTRUST may deem necessary or proper for the transaction of the business of CalTRUST. CalTRUST may in its discretion, from time to time, enter into an administrative, investment advisory, or other management contract on behalf of CalTRUST whereby the other party to such contract shall undertake to furnish CalTRUST such management, investment advisory or supervisory, administrative, accounting, legal, statistical, research, and promotional facilities and services, and such other facilities and services, if any, as the CalTRUST may in its discretion determine. (b) Investment Advisor Qualifications. Any investment advisor retained by CalTRUST shall meet all of the criteria set forth in Section 6509.7 of the Act, as such provision may be amended from time to time, which, as of the date hereof, requires that: (i) the investment advisor shall be registered or exempt from registration with the Securities and Exchange Commission; (ii) the investment advisor shall not have less than five (5) years of experience investing in the securities and obligations authorized by the Law; and (iii) the investment advisor shall have assets under management in excess of five hundred million dollars ($500,000,000). Section 5.2 Investment Advisor for the Shares Program. (a) Authority. CalTRUST may exercise broad discretion in allowing the Investment Advisor to administer and regulate the operations of the Shares Program, to act as agent for CalTRUST, to execute documents on behalf of CalTRUST, and to make decisions which conform to general policies and general principles established by CalTRUST. In furtherance of the Shares Program, CalTRUST may authorize the Investment Advisor to effect purchases, sales, loans or exchanges of securities of CalTRUST on behalf of CalTRUST or may authorize any 12 LA1 609347 officer, employee or Trustee to effect such purchases, sales, loans or exchanges pursuant to recommendations of the Investment Advisor, all without further action by CalTRUST. Any such purchases, sales, pledges and exchanges shall be deemed to have been authorized by CalTRUST. (b) Best Efforts. With respect to CalTRUST’s activities under the Shares Program, the Investment Advisor shall be required to use its best efforts to present a continuing and suitable investment program to CalTRUST which is consistent with the applicable law and the Investment Policy, but neither the Investment Advisor nor any Affiliate of the Investment Advisor shall be obligated to present any particular investment opportunity to CalTRUST even if such opportunity is of a character which, if presented to CalTRUST, could be taken by CalTRUST. (c) Termination of Services. CalTRUST shall have the right to terminate the Investment Advisory Agreement (i) at any time and without penalty, upon at least sixty (60) days’ prior written notice to the Investment Advisor, or (ii) immediately upon written notice to the Investment Advisor, for cause in the event of breach of the Investment Advisory Agreement, negligence or willful misconduct by the Investment Advisor, which breach is not cured within ten (10) days after written notice of such breach has been provided. CalTRUST may, at any time, solicit bids to enter into a new agreement with a different independent contractor to carry out the duties set forth in the Investment Advisory Agreement. Section 5.3 Compensation of Investment Advisor for Shares Program and Others. CalTRUST shall have the power to determine the compensation and other terms of employment or contract of the Investment Advisor or any other person employed or contracted by CalTRUST; provided, however, that any determination to employ or contract with any Trustee or any person of which a Trustee is an Affiliate, shall be valid only if made, approved or ratified by a majority of the Trustees who are not Affiliates of such person. Section 5.4 Other Activities of Investment Advisor for Shares Program. The Investment Advisor shall not be required to administer the investment activities of the Shares Program as its sole and exclusive function and may have other business interests and may engage in other activities similar or in addition to those relating to the Shares Program, including the rendering of services and advice to other persons and the management of other investments (including investments of the Investment Advisor and its Affiliates); provided that such other business interests do not conflict with the best interests of CalTRUST. Section 5.5 Custodian for the Shares Program. (a) CalTRUST shall have the power to determine the compensation and other terms of employment or contract of the Custodian; provided, however, that any determination to employ or contract with any Trustee or any person of which a Trustee is an Affiliate, shall be valid only if made, approved or ratified by a majority of the Trustees who are not Affiliates of such person. The scope and terms of the Custodian’s engagement by CalTRUST will be defined and circumscribed in the Custody Agreement. CalTRUST shall have the right to terminate the Custody Agreement (i) at any time and without penalty, upon at least sixty (60) days’ prior written notice to the Custodian, or (ii) immediately upon written notice to the Custodian, for cause in the event of breach of the Custody Agreement, negligence or willful misconduct by the 13 LA1 609347 Custodian. CalTRUST may, at any time, solicit bids to enter into a new agreement with a different independent contractor to carry out the duties set forth in the Custody Agreement. (b) Custodian Qualifications. Any custodian retained by CalTRUST shall meet the following criteria: (i) the custodian shall be a bank or trust company, in good standing, duly authorized to exercise trust powers and subject to supervision or examination by a federal or state banking authority; and (ii) the custodian shall have combined capital and surplus in excess of fifty million dollars ($50,000,000). Notwithstanding the foregoing, a custodian that does not meet the requirement of clause (ii) above may be retained as the custodian for CalTRUST if its obligations under the Custody Agreement are guaranteed by an Affiliate which meets all of the qualifications set forth above, and such guaranty is acceptable in form and substance to CalTRUST. Section 5.6 Other Services to CalTRUST. CalTRUST may from time to time enter into contracts or agreements with independent contractors in the discretion of CalTRUST to carry out the following functions: (i) transfer agent, record keeper and dividend disbursing agent; (ii) administrator, to maintain the books and records of the Shares Program and to supervise all aspects of CalTRUST’s operations, including periodically updating the Information Statement for the Shares Program, to prepare CalTRUST’s tax returns and periodic reports to Members or Participants, including preparation of monthly, quarterly and annual reports of financial performance to be made available to Members or Participants, to compute the daily net asset value and yield for the Shares Program, to provide office space, equipment and facilities necessary for CalTRUST’s operations and to provide such other administrative services as CalTRUST may require; (iii) distributor, to act as CalTRUST’s sales agent for the distribution of the Shares; (iv) customer service agent, to provide information to Public Agencies which are Members or Participants or are interested in becoming Members or Participants; (v) custodian bank, to hold all money and securities constituting CalTRUST property; (vi) independent certified public accountants, to perform an annual audit and provide such other services as CalTRUST may require; and (vii) legal counsel. The foregoing specific list shall not prevent CalTRUST from employing other persons to provide such advice, assistance or services as CalTRUST may from time to time require to carry out the purposes of CalTRUST as set forth in Section 1.2 hereof. Section 5.7 Authorization to Execute. By executing this Agreement, each Member hereby authorizes CalTRUST to execute a Custody Agreement with a Custodian meeting the requirements hereof and an Investment Advisory Agreement with an Investment Advisor meeting the requirements hereof. CalTRUST is duly authorized to enter into a Custody Agreement and an Investment Advisory Agreement. ARTICLE VI. SHARES PROGRAM 14 LA1 609347 Section 6.1 Shares of Beneficial Interest. The interests of the Participants in the Shares Program established hereunder shall be divided into transferable units to be called Shares of beneficial interest, $0.01 par value (the “Shares”). The number of Shares authorized hereunder is unlimited. Subject to Section 6.2, the Board may establish and designate from time to time any number of series of Shares (each, a “Series”), the proceeds of which may be invested in separate, independently managed accounts. Each Share of any Series shall represent an equal proportionate share in CalTRUST assets with respect to such Series with each other Share in such Series. The Board may divide or combine the Shares of any Series into a greater or lesser number of Shares of such Series without thereby changing the proportionate interests in CalTRUST assets with respect to such Series. (a) Initial Series of Shares. There is hereby established and designated three (3) initial Series of Shares to be known as: (i) the “CalTRUST Short-Term Fund” Series, (ii) the “CalTRUST Medium-Term Fund” Series, and (iii) the “CalTRUST Long-Term Fund” Series. All Shares issued hereunder, including without limitation, Shares issued in connection with a dividend in Shares or a division of Shares, shall be fully paid and nonassessable. (b) Money Market Fund Series of Shares. In addition, there is hereby established and designated the “CalTRUST Money Market Fund” Series. All shares issued hereunder, including without limitation, Shares issued in connection with a dividend in Shares or a division of Shares. shall be fully paid and nonassessable. Section 6.2 Series of Shares. The following provisions shall be applicable to each Series of Shares established and designated by the Board: (a) Number and Classification. The number of shares of each Series that may be issued shall be unlimited. The Board may classify or reclassify any unissued shares of any Series or any Shares previously issued and reacquired into one or more Series that may be established and designated from time to time. Shares reacquired by CalTRUST shall be canceled and restored to the status of authorized and unissued Shares undesignated as to Series. (b) Series Assets. All consideration received by CalTRUST for the issue or sale of Shares of a particular Series, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from reinvestment of such proceeds in whatever form the same may be, shall irrevocably belong to that Series for all purposes, subject only to the rights of creditors, and shall be so recorded upon the books of account of CalTRUST. In the event that there are any assets, income, earnings, profits, or proceeds thereof, or funds or payments which are not readily identifiable as belonging to any particular Series, the Board shall allocate them among any one or more of the Series established and designated from time to time in such manner and on such basis as they, in their sole discretion, deem fair and equitable. Each such allocation by the Board shall be conclusive and binding upon the Participants of the Shares Program in all Series for all purposes. (c) Series Liabilities. The assets belonging to each particular Series shall be charged with the liabilities of CalTRUST in respect of that Series, as with all expenses, costs, charges and reserves attributable to that Series, and any general liabilities, expenses, costs, charges or 15 LA1 609347 reserves of CalTRUST which are not readily identifiable as belonging to any particular Series shall be allocated and charged by the Board to and among any one or more of the Series established and designated from time to time in such manner and on such basis as the Board in its sole discretion deem fair and equitable. Each allocation of liabilities, expenses, costs, charges and reserves by the Board shall be conclusive and binding upon the Participants of the Shares Program in all Series for all purposes. (d) Dividends and Distributions. All dividends and distributions on Shares of a particular Series shall be distributed pro rata to the Participants in that Series in proportion to the number of Shares of that Series held by such Participants at the date and time of record established pursuant hereto for the payment of such dividends or distributions. (e) Liquidation. In the event of the liquidation of a particular Series, the Participants in that Series which is being liquidated shall be entitled to receive, when and as declared by the Board, the excess of the assets belonging to that Series over the liabilities belonging to that Series. The Participants of the Shares Program in any Series shall not be entitled thereby to any distribution upon liquidation of any other Series. The assets so distributable to the Participants in any Series shall be distributed among such Participants in proportion to the number of Shares of that Series held by them and recorded on the books of CalTRUST. The liquidation of any particular Series in which there are Shares then outstanding may be authorized by an instrument in writing approved by the Board, without the approval of the outstanding voting Shares of that Series. (f) Conversion and Exchange. The Board shall have the authority to provide that the Participants in any Series shall have the right to convert or exchange the Shares of such Series for or into Shares of one or more other Series in accordance with such requirements and procedures as may be established by the Board. (g) Designations. The Board shall have the power to determine the designations, preferences, privileges, limitations and rights, including approval and dividend rights, of each Series of Shares. Subject to the provisions of this Section 6.2, all Shares of all Series shall have identical rights and privileges, except insofar as variations thereof among Series shall have been determined and fixed by the Board. (h) Additional Series. The establishment and designation of any Series of Shares in addition to the three (3) initial Series established and designated in Section 6.1 shall be effective upon the execution by the Board of an instrument setting forth such establishment and designation and the relative rights, preferences, approval powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of such Series or as otherwise provided in such instrument. At any time that there are no Shares outstanding of any particular Series previously established and designated, the Board may by written instrument approved by the Board abolish that Series and the establishment and designation thereof. Each instrument referred to in this Section 6.2(h) shall constitute an amendment to this Agreement. Section 6.3 Rights of Participants. The ownership of CalTRUST property of every description and the right to conduct the affairs of CalTRUST herein before described are vested exclusively in CalTRUST, and the Participants shall have no interest therein other than the 16 LA1 609347 beneficial interest conferred by their Shares, and they shall have no right to call for any partition, division, dividend or distribution of any property, profits, rights or interests of CalTRUST nor can they be called upon to assume any losses of CalTRUST or suffer an assessment of any kind by virtue of their ownership of Shares. The Shares shall be personal property giving only the rights specifically set forth in this Agreement. The Shares shall not entitle the holder to preference, preemptive, appraisal, conversion or exchange rights, except as the Board may determine. Section 6.4 Register of Shares. A register for the Shares Program (the “Shares Register”) shall be kept at the principal executive office of CalTRUST or at such place as the Board shall designate containing the names and addresses of all Participants of the Shares Program and the number and Series of Shares held by them respectively and a record of all transfers thereof. Such register shall be conclusive as to which Participants are the holders of the Shares and which Participants shall be entitled to receive distributions or otherwise to exercise or enjoy the rights of Participants of the Shares Program. No Participant shall be entitled to receive payment of any distribution, nor to have rights given to it as herein provided, until its correct name and address has been given to the transfer agent, record keeper or such other officer or agent of CalTRUST as shall keep the Shares Register. The Board, in its discretion, may but need not authorize the issuance of Share certificates and promulgate appropriate rules and regulations as to their use. Section 6.5 Transfer of Shares. Shares shall be transferable on the Shares Register only by the record holder thereof or by its agent thereunto duly authorized in writing, upon delivery to the transfer agent or record keeper of a duly executed instrument of transfer, together with such evidence of the genuineness of each such execution and authorization and of other matters as may reasonably be required. Upon such delivery, the transfer shall be recorded on the Shares Register. Until such record is made, the Participant of record shall be deemed to be the holder of such Shares for all purposes hereunder and neither CalTRUST nor any transfer agent or record keeper nor any trustee, officer, employee or agent of CalTRUST shall be affected by any notice of the proposed transfer. No Shares may be transferred to a transferee other than a Participant or CalTRUST itself. Any attempted transfer to any other person shall be void and of no effect. ARTICLE VII. REDEMPTIONS OF SHARES WITHIN SHARES PROGRAM Section 7.1 Redemptions. In case any Participant of the Shares Program at any time desires to dispose of its Shares, it may deposit a written request or other such form of request as the Board may from time to time authorize, at the office of the transfer agent or record keeper or at the office of any bank or trust company, either in or outside of California which is a member of the Federal Reserve System and which the transfer agent or record keeper has designated in writing for that purpose, to have the Shares redeemed by CalTRUST at the net asset value thereof per Share next determined after such deposit as provided in Article VIII. Payment for redemption shall be made to the Participant within the number of business days specified in the Information Statement for the Shares Program, as most recently amended or supplemented, unless the date of payment is postponed pursuant to Section 7.2, in which event payment may be delayed beyond such period. 17 LA1 609347 Section 7.2 Suspension of Right of Redemption. The Board may declare a suspension of the right of redemption or postpone the date of payment or redemption for the whole or any part of any period (i) during which the New York Stock Exchange is closed other than customary weekend and holiday closings, (ii) during which trading on the New York Stock Exchange is restricted, (iii) during which the Bond Market Association has declared the market closed when the New York Stock Exchange is open, or (iv) during which an emergency exists as a result of which disposal by CalTRUST of securities owned by it is not reasonably practicable or it is not reasonably practicable for the value of CalTRUST’s net assets to be determined. Such suspension shall take effect at such time as the Board shall specify but not later than the close of business on the business day next following the declaration of suspension, and thereafter there shall be no right of redemption or payment on redemption until the Board shall declare the suspension at an end, except that the suspension shall terminate in any event on the first day on which the New York Stock Exchange shall have reopened or the period specified in (ii) or (iv) shall have expired (as to which the determination of the Board shall be conclusive). In the case of a suspension of the right of redemption, a Participant may either withdraw its request for redemption or receive payment based on the net asset value existing after the termination of the suspension. Notwithstanding the provisions of Section 14.5, notice of the suspension of the right of redemption shall be deemed duly given upon the posting of such notice in a prominent location on the homepage of the CalTRUST website. Section 7.3 Redemptions to Reimburse CalTRUST for Loss on Nonpayment for Shares or for Other Charges. CalTRUST shall have the power to redeem Shares owned by any Participant (i) to the extent necessary to reimburse CalTRUST for any loss it has sustained by reason of the failure of such Participant to make full payment for Shares purchased by such Participant, (ii) to the extent necessary to collect any charge relating to a transaction effected for the benefit of such Participant which is applicable to Shares as provided in the Information Statement for the Shares Program, as most recently amended or supplemented, or (iii) as otherwise deemed necessary by the Board for CalTRUST to comply with applicable law in connection with the affairs of CalTRUST. Any such redemption shall be effected at the redemption price determined in accordance with Section 7.1. CalTRUST shall notify the Participant whose Shares are being redeemed, in writing, prior to redeeming any Share pursuant to this Section. Section 7.4 Redemptions in Kind. Payment for Shares redeemed pursuant to Section 7.1 may, at the option of the Board, in its complete discretion be made in cash, or in kind, or partially in cash and partially in kind. In case of payment in kind, the Board, or its delegate, shall have absolute discretion as to what security or securities shall be distributed in kind and the amount of the same, and the securities shall be valued for purposes of distribution at the figure at which they were appraised in computing the net asset value of the Shares. Section 7.5 Reporting. In accordance with the terms of the Investment Advisory Agreement, the Investment Advisor shall provide, or cause the Custodian and/or any agent of the Investment Advisor or the Custodian to provide, information to each Participant, at least monthly, describing such Participant’s investments through the Shares Program, including but not limited to the type of investment, issuer, date of maturity, par and dollar amount invested on all securities, investments and moneys held by the Participant, and shall additionally include a description of any of the Participant’s funds, investments, or programs that are under the management of any 18 LA1 609347 subcontractor to the Investment Advisor (but only if such subcontracting is permitted by this Agreement and the Investment Policy or consented to by the Members) or are part of any securities lending program, as well as a current market value of such Participant’s Shares as of the date of the report and shall include the source of this same valuation. Section 7.6 Minimum Investment. The Board shall have the power to fix the minimum investment for Participants of the Shares Program expressed in dollars or Shares, or both. Whenever a Participant’s investment is less than the minimum established by the Board, CalTRUST may redeem the Shares of such Participant, provided, however, that thirty (30) days prior notice is given to such Participant. If the Board changes the minimum investment to an amount greater than the investment of any Participant at the time that such change becomes effective, the investment of such Participant shall not be redeemed without such Participant’s consent. ARTICLE VIII. DETERMINATION OF NET ASSET VALUE, NET INCOME, DISTRIBUTIONS AND ALLOCATIONS Section 8.1 Shares Program. The Information Statement for the Shares Program, as most recently amended or supplemented, sets forth such bases and times for determining the per Share net asset value of the Shares, the net income, and the declaration and payment of distributions, as the Board, in its absolute discretion, may prescribe and deem necessary or desirable. ARTICLE IX. MEETINGS OF PARTICIPANTS; APPROVAL POWER OF PARTICIPANTS Section 9.1 Voting. The Participants entitled to vote or take action at any meeting or without a meeting of Participants shall be determined in accordance with this Article IX. The Participants’ vote may be by voice vote or by ballot. Shares of each Series shall be voted and shall be counted based on the relative net asset value of each Share, and all Shares of all Series shall be voted together as one class, except for matters that relate exclusively to a particular Series for which only holders of Shares of that Series shall vote. Any Participant may vote part of the Shares in favor of the proposal and refrain from voting the remaining Shares or, vote them against the proposal, but if the Participant fails to specify the number of Shares which the Participant is voting affirmatively, it will be conclusively presumed that the Participant’s approving vote is with respect to the total Shares that the Participant is entitled to vote on such proposal. Section 9.2 Action Without Meeting. Any action which may be taken at any meeting of Participants may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken is signed as provided in this Section 9.2. Any action taken at any meeting or by signed consent, may be taken upon the vote or written consent of the holders of outstanding Shares having not less than the minimum number of votes necessary to authorize or take that action at a meeting at which all Shares entitled to vote on that action were present and voted. All such written consents shall be filed with the Secretary or such other designated officer 19 LA1 609347 of CalTRUST and shall be maintained in CalTRUST’s records. A Participant’s written consent may be revoked by a writing received by the Secretary or such other designated officer of CalTRUST before written consents of the value of Shares necessary to authorize the proposed action have been filed with the Secretary or such other designated officer of CalTRUST. Section 9.3 Notice of Action. The Secretary or such other designated officer of CalTRUST shall give prompt notice to all Participants of any action approved: (a) by the Participants without a meeting, (b) that amends or terminates the Custody Agreement or Investment Advisory Agreement, (c) that amends the Investment Policy or this Agreement or (d) pursuant to Section 9.8 hereof. This notice shall be given in the manner specified in Section 14.5. Section 9.4 Meetings. To the extent required by law, meetings of Participants shall be governed by and held in accordance with the provisions of the Ralph M. Brown Act. Section 9.5 Proxies. Every person entitled to vote on any matter shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the person and filed with the Secretary or such other designated officer of CalTRUST. A proxy shall be deemed signed if the Participant’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the Participant or the Participant’s attorney-in-fact. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the person executing it before the vote pursuant to that proxy by a writing delivered to CalTRUST stating that the proxy is revoked or by a subsequent proxy executed by, or attendance at the meeting and voting in person by the person executing that proxy; or (ii) written notice of the death or incapacity of the maker of that proxy is received by CalTRUST before the vote pursuant to that proxy is counted; provided, however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy unless otherwise provided in the proxy. Section 9.6 Inspectors. (a) Appointment. Before any meeting of Participants, the Board may appoint any persons, other than Trustees whose appointment is to be approved at such meeting, to act as inspectors at the meeting or its adjournment. If no inspectors are so appointed, the chair of the meeting may, and on the request of any Participant or a Participant’s proxy shall, appoint inspectors at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more Participants or proxies, the holders of at least a majority of the outstanding Shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the chair of the meeting may, and on the request of any Participant or a Participant’s proxy shall, appoint a person to fill the vacancy. (b) Duties. These inspectors shall: (i) Determine the number of Shares outstanding and the voting power of each, the Shares represented at the meeting, the existence of a quorum and the authenticity, validity and effect of proxies; 20 LA1 609347 (ii) Receive votes, ballots or consents; (iii) Hear and determine all challenges and questions in any way arising in connection with the right to vote; (iv) Count and tabulate all votes or consents; (v) Determine when the polls shall close; (vi) Determine the result; and (vii) Do any other acts that may be proper to conduct the election or vote with fairness to all Participants. Section 9.7 Record Date for Participant Notice, Voting and Giving Consents. (a) Fixed Record Date. For purposes of determining the Participants entitled to notice of any meeting or to vote or entitled to give consent to action without a meeting, the Board may fix in advance a record date which shall not be more than fifteen (15) days nor fewer than seven (7) days before the date of any such meeting. (b) Deemed Record Date. If the Board does not so fix a record date: (i) For Meetings. The record date for determining Participants entitled to notice of or to vote at a meeting of Participants shall be at the close of business on the business day next preceding the day on which notice is given or if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held. (ii) For Written Consent. The record date for determining Participants entitled to give consent to action in writing without a meeting, when no prior action by the Board has been taken, shall be the day on which the first written consent is requested, or, when prior action of the Board has been taken, shall be at the close of business on the day on which the Board adopts the resolution relating to that action. Section 9.8 Approval Powers of Participants. Any amendment to the Investment Policy shall require: (a) the approval of Participants or their proxies holding at least a majority of the outstanding Shares or (b) the negative consent of the Participants. To obtain the negative consent of the Participants, the following negative consent procedure shall be followed: (x) the Secretary shall provide each Participant with a notice in accordance with Section 14.5 at least sixty (60) days prior to the date of such proposed action explaining the nature of such proposed action and this negative consent procedure; (y) the Secretary shall provide each Participant who did not respond to the initial notice with a notice at least thirty (30) days prior to the date of such proposed action explaining the nature of such proposed action and this negative consent procedure; (z) if Participants owning at least fifty percent (50%) of the Shares do not object to the proposed action in writing within sixty (60) days after the initial notice, the proposed action shall become effective with respect to all Participants; provided, however, any Participant that objects in writing to the action within sixty (60) days after receiving the initial notice shall be permitted to redeem its Shares as set forth herein. 21 LA1 609347 Section 9.9 Meeting Agendas. (a) Regular Board Meetings. If a Participant desires an item of business to be included on the agenda for the next scheduled regular Board meeting, the Participant may request that such item of business be included on the agenda in accordance with the provisions of Section 2.7(b) hereof. (b) Participant Meetings. A Participant may notify the Secretary if such Participant desires an item of business to be included on the agenda for the next scheduled regular Participant meeting. For such item of business to be included on the agenda, the Secretary must receive the request at least ninety six (96) hours prior to such regular meeting. If the request to include an item of business on the agenda is not received at least ninety six (96) hours prior to such meeting, such item of business shall not be included on the agenda for that meeting, but shall be included on the agenda for the following regular meeting of the Participants, unless the Board otherwise determines to include such item of business on the agenda in accordance with the Ralph M. Brown Act. (c) Special Board or Participant Meetings. Any Participant may notify the Administrator if such Participant desires the Board to call a special meeting of the Board or of Participants to consider an urgent item of business raised by a Participant, provided that the Board is not required to call a special meeting to consider such item of business. Any such request shall be made in accordance with the provisions of Section 2.7(c) hereof. ARTICLE X. LIMITATIONS OF LIABILITY OF MEMBERS, PARTICIPANTS, TRUSTEES AND OTHERS Section 10.1 No Personal Liability of Members, Participants, Trustees and Others. Except in the case of fraud or willful misconduct, no Member, Participant and, subject to Section 10.3, no Trustee, officer, employee or agent of CalTRUST, acting in its capacity as a Member, Participant, Trustee, officer, employee or agent of CalTRUST, as applicable, shall be subject to any personal liability whatsoever to any person in connection with property or the acts, obligations or affairs of CalTRUST, and all such persons shall look solely to CalTRUST property for satisfaction of claims of any nature arising in connection with the affairs of CalTRUST. Except in the case of fraud or willful misconduct, no Member, Participant, Trustee, officer, employee, or agent, as such, of CalTRUST who is made a party to any suit or proceeding to enforce any such liability, shall be held to any personal liability. The debts, liabilities and obligations of CalTRUST shall not be the debts, liabilities and obligations of any Member, Participant, Trustee, officer, employee or agent of CalTRUST, unless otherwise provided in this Agreement; provided, however, that in such case, such debts, liabilities and obligations shall be limited to the value of CalTRUST’s assets. Nothing contained in this Section 10.1 shall release the Investment Advisor, the Custodian or any of their respective officers, employees or agents from personal liability in connection with their engagement by or services to CalTRUST. Section 10.2 Indemnification of Participants in Shares Program. CalTRUST shall indemnify and hold each Participant harmless from and against all claims and liabilities to which such Participant may become subject by reason of its being or having been a Participant in the 22 LA1 609347 Shares Program and shall reimburse such Participant for all legal and other expenses reasonably incurred by it in connection with any such claim or liability; provided, however, that: (a) such Participant was acting in accordance with all legal and policy requirements and investment objectives applicable to such Participant, including any limitations that the Participant has adopted or is subject to which are more restrictive than state law, (b) such indemnity or reimbursement shall be made from assets (or proceeds thereof or income therefrom) of the one or more Series of Shares of CalTRUST in respect of which such claim or liability arose and not from the assets (or proceeds or income therefrom) of any other Series of Shares of CalTRUST, and (c) no indemnification shall be made for any Participant’s negligence or willful misconduct. The rights accruing to a Participant under this Section 10.2 shall not exclude any other right to which such Participant may be lawfully entitled, nor shall anything herein contained restrict the right of CalTRUST to indemnify or reimburse a Participant in any appropriate situation even though not specifically provided herein. Section 10.3 Bad Faith of Trustees and Others. No Trustee, officer or employee of CalTRUST shall be liable to CalTRUST, or to any Member, Participant, Trustee, officer, employee or agent thereof for any action or failure to act, except for his or her own bad faith, willful misfeasance, gross negligence or reckless disregard of duty (collectively, “Bad Faith”). Section 10.4 Indemnification of Trustees and Others from Third-Party Actions. CalTRUST shall indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of CalTRUST) by reason of the fact that such person is or was a Trustee, officer or employee of CalTRUST, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding, if it is determined that such person acted in good faith and reasonably believed: (i) in the case of conduct in his or her official capacity as a Trustee of CalTRUST, that his or her conduct was in CalTRUST’s best interests, (ii) in all other cases, that his or her conduct was at least not opposed to CalTRUST’s best interests, and (iii) in the case of a criminal proceeding, that he or she had no reasonable cause to believe the conduct of such person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that the person did not act in good faith and in a manner that such person reasonably believed to be in the best interests of CalTRUST or that such person had reasonable cause to believe such person’s conduct was unlawful. Section 10.5 Indemnification of Trustees and Others for Successful Defense. To the extent that a Trustee, officer or employee of CalTRUST has been successful on the merits in defense of any proceeding referred to in Section 10.4 or in defense of any claim, issue or matter therein, before the court or other body before which the proceeding was brought, such person shall be indemnified against expenses actually and reasonably incurred in connection therewith. Section 10.6 Advance of Expenses. Expenses incurred in defending any proceeding may be advanced by CalTRUST before the final disposition of the proceeding upon a written undertaking by or on behalf of the Trustee, officer or employee of CalTRUST, to repay the amount of the advance if it is ultimately determined that he or she is not entitled to indemnification, together with at least one of the following as a condition to the advance: (i) security for the undertaking; or (ii) the existence of insurance protecting CalTRUST against 23 LA1 609347 losses arising by reason of any lawful advances; or (iii) a determination by a majority of the Trustees who are not parties to the proceeding (“Non-Interested Trustees”), or by independent legal counsel in a written opinion, based on a review of readily available facts, that there is reason to believe that such person ultimately will be found entitled to indemnification. Section 10.7 Exclusions and Limitations of Indemnification of Trustees and Others. Notwithstanding the foregoing, no indemnification or advance shall be made under Sections 10.4 to 10.6: (a) Bad Faith. For any liability arising by reason of Bad Faith of a Trustee, officer or employee of CalTRUST. (b) Improper Personal Benefit. In respect of any claim, issue, or matter as to which a Trustee, officer or employee of CalTRUST shall have been adjudged to be liable on the basis that personal benefit was improperly received by him or her, whether or not the benefit resulted from an action taken in such person’s official capacity. (c) Otherwise Prohibited. In any circumstances where it appears that it would be inconsistent with any condition expressly imposed by a court, any provision of this Agreement, or any agreement in effect at the time of accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid which prohibits or otherwise limits indemnification or advance. (d) Limited to CalTRUST’s Assets. In any amount, individually or in the aggregate, that exceeds the value of CalTRUST’s assets. If there are concurrent indemnifications of multiple Participants under this Article IX, such indemnifications shall be made on a pro rata basis up to the value of CalTRUST’s assets. Section 10.8 Obligations under Law. Notwithstanding anything herein or in the Investment Advisory Agreement to the contrary, nothing herein or therein is intended to relieve any Member or Participant of any obligation it has under State or Federal law to monitor, review, evaluate or provide oversight with respect to the Shares Program, the Investment Advisor, or its participation in CalTRUST. Section 10.9 Required Approval. No indemnification or advance shall be made under Sections 10.4 to 10.6 unless and until it is determined, by a majority of the Non-Interested Trustees, or by independent legal counsel in a written opinion, based on a review of readily available facts, that indemnification of a Trustee, officer, employee or agent of CalTRUST is proper in the circumstances because such person has met the applicable standard of conduct set forth in Sections 10.4 to 10.6, as applicable, and such indemnification is not excluded by reason of Section 10.7. Section 10.10 Insurance. CalTRUST shall purchase and maintain insurance on behalf of each Trustee, officer, employee or agent of CalTRUST against any liability asserted against or incurred by such person in such capacity or arising out of such person’s status as such, but only to the extent that CalTRUST would have the power to indemnify such person against that liability hereunder, unless CalTRUST determines that such insurance is not cost effective for CalTRUST or is otherwise impracticable. 24 LA1 609347 Section 10.11 Fiduciaries of Employee Benefit Plan. This Article X does not provide indemnification or release from liability with respect to any proceeding against any trustee, investment advisor or other fiduciary of an employee benefit plan in such person’s capacity as such, even though such person may also be a Trustee, officer, employee or agent of CalTRUST. Nothing contained in this Article X shall limit any right to indemnification to which such a trustee, investment advisor, or other fiduciary may be entitled by contract or otherwise which shall be enforceable to the extent permitted by applicable law other than this Article X. Section 10.12 No Duty of Investigation and Notice in CalTRUST Instruments. No purchaser, lender, transfer agent, record keeper or other person dealing with any Trustee, officer, employee or agent of CalTRUST shall be bound to make any inquiry concerning the validity of any transaction purporting to be made by such Trustee, officer, employee or agent or be liable for the application of money or property paid, loaned, or delivered to or on the order of such Trustee, officer, employee or agent. Every obligation, contract, instrument, certificate, Share or other security of CalTRUST and undertaking, and every other document executed in connection with CalTRUST, shall be conclusively presumed to have been executed or done by the executors thereof only in their capacity as Trustees under this Agreement or in their capacity as officers, employees or agents of CalTRUST. Every written obligation, contract, instrument, certificate, Share or other security of CalTRUST or undertaking made or issued by any Trustee shall recite that it is executed by such Trustee not individually, but in the capacity as Trustee under this Agreement, and that the obligations of any such instruments are not binding upon any of the Trustees, Members or Participants individually, but bind only CalTRUST property, but the omission of such recital shall not operate to bind the Trustees, Members or Participants individually. Section 10.13 Reliance on Experts. Each Trustee, officer, employee and agent of CalTRUST shall, in the performance of his or her duties, be fully protected with regard to any act or any failure to act resulting from reliance in good faith upon the books of account or other records of CalTRUST, upon an opinion of counsel, or upon reports made to CalTRUST by any of its officers or employees or by the investment adviser, administrator, transfer agent, record keeper, custodian, distributor accountants, appraisers or other experts or consultants selected with reasonable care by the Trustees, officers, employees or agents of CalTRUST. Section 10.14 Immunity from Liability. All of the privileges and immunities from liability, all exemptions from laws, ordinances and rules, and all pension, relief, disability, workmen’s compensation, and other benefits which apply to the activity of the trustees, officers, employees or agents of the Members when performing their functions within the territorial limits of their respective Public Agencies, shall apply to them to the same degree and extent while engaged in the performance of any of their functions and duties associated with CalTRUST. Section 10.15 Further Restriction of Duties and Liabilities. Without limiting the foregoing provisions of this Article X, the Trustees, officers, employees and Members of CalTRUST shall in no event have any greater duties or liabilities than those imposed by applicable law as shall be in effect from time to time. 25 LA1 609347 ARTICLE XI. DURATION, TERMINATION AND AMENDMENT Section 11.1 Duration. CalTRUST shall continue without limitation of time but subject to the provisions of this Article XI. Section 11.2 Termination of CalTRUST. (a) By Vote. CalTRUST may be terminated by the vote of the majority of the Trustees, subject to approval of not less than two-thirds (2/3) of the Members. (b) Winding Up Activities. Upon the termination of CalTRUST: (i) CalTRUST shall carry on no activities except for the purpose of winding up its affairs; (ii) The Board shall proceed to wind up the affairs of CalTRUST and all of the powers of CalTRUST and the Board under this Agreement shall continue until the affairs of CalTRUST shall have been wound up, including the power to fulfill or discharge the contracts of CalTRUST, collect its assets, sell, convey, assign, exchange, transfer or otherwise dispose of all or any part of CalTRUST property to one or more persons at public or private sale for consideration which may consist in whole or in part of cash, securities or other property of any kind, discharge or pay its liabilities, and do all other acts appropriate to liquidate its business; provided, however, that any sale, conveyance, assignment, exchange, transfer or other disposition of all or substantially all CalTRUST property shall require approval in accordance with Section 11.4; and (iii) After paying or adequately providing for the payment of all liabilities, and upon receipt of such releases, indemnities and refunding agreements as they deem necessary for their protection, the Board may distribute the remaining CalTRUST property, in cash or in kind or partly in cash and partly in kind, among the Participants according to their respective beneficial interests. (c) Effect of Termination. After termination of CalTRUST and distribution to the Participants as herein provided, the Board shall approve the execution of and lodge among the records of CalTRUST an instrument in writing setting forth the fact of such termination, and the Trustees shall thereupon be discharged from all further liabilities and duties hereunder, and the rights and interests of all Participants shall thereupon cease. Section 11.3 Amendment Procedure. (a) By the Board; By Participants. This Agreement may be amended by the Board, except to the extent an amendment would adversely affect (i) the Shares Program in which case the amendment shall be subject to approval by a majority of the Shares or (ii) one or more Series of Shares, in which case the amendment shall be subject to approval by a majority of the Shares of any Series affected by such amendment. Among other things, the Board may also amend this Agreement without such Participant approval to change the name of CalTRUST or any Series, to 26 LA1 609347 establish and designate additional Series, to supply any omission herein or to correct or supplement any ambiguous defective or inconsistent provision hereof, or if they deem it necessary, to conform this Agreement to the requirements of applicable laws or regulations or to eliminate or reduce any taxes which may be payable by CalTRUST, the Members or the Participants, or as otherwise provided herein, but the Trustees shall not be liable for failing to do so. (b) By the Board and Super Majority of Shares. No amendment may be made under this Section 11.3 which would change any rights with respect to any Share by reducing the amount payable thereon upon liquidation of CalTRUST or by diminishing or eliminating any approval rights pertaining thereto, except with the vote of a majority of the Trustees and the approval of the holders of two-thirds (2/3) of the Shares outstanding and the holders of two- thirds (2/3) of the Shares of any Series affected by such amendment. Nothing in this Agreement shall permit its amendment to impair the exemption from personal liability of the Members, Participants, Trustees, officers, employees and agents of CalTRUST or to permit assessments upon Participants. (c) Certificate of Amendment. A certificate signed by the Secretary of CalTRUST setting forth an amendment and reciting that it was duly approved by the Board and/or the Participants shall be conclusive evidence of such amendment when lodged among the records of CalTRUST. Section 11.4 Merger, Consolidation and Sale of Assets. To the extent permitted by law, CalTRUST may merge into or consolidate a Series of Shares with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Series’ property, including its goodwill, upon such terms and conditions and for such consideration when and as authorized by the Board and approved by a majority of the Shares of any Series affected. ARTICLE XII. RECORDS AND REPORTS Section 12.1 Maintenance and Inspection of Records. The accounting books and records with respect to the Shares Program and the minutes of proceedings of the Board and the Participants shall be kept at such place or places designated by the Board or in the absence of such designation, at the principal executive office of CalTRUST. The minutes shall be kept in written form and the accounting books and records shall be kept either in written form or in any other form capable of being converted into written form. The minutes and accounting books and records shall be open to inspection upon the written demand of any Member or Participant at any reasonable time during usual business hours for a purpose reasonably related to the Member or Participant’s interests as a Member or Participant, as applicable. The inspection may be made in person or by an agent or attorney and shall include the right to copy and make extracts. Section 12.2 Inspection by Trustees. Every Trustee shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of CalTRUST. This inspection by a Trustee may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents. 27 LA1 609347 Section 12.3 Financial Statements and Audits. A copy of any financial statements and any income statement of CalTRUST for each quarterly period of each fiscal year and accompanying balance sheet of CalTRUST as of the end of each such period that has been prepared by CalTRUST shall be kept on file in the principal executive office of CalTRUST for at least twelve (12) months and each such statement shall be exhibited at all reasonable times to any Member or Participant demanding an examination of any such statement or a copy shall be mailed to any such Member or Participant. The quarterly income statements and balance sheets referred to in this Section shall be accompanied by the report, if any, of any independent accountants engaged by CalTRUST or the certificate of an authorized officer of CalTRUST that the financial statements were prepared without audit from the books and records of CalTRUST. An annual audit of the accounts and records of CalTRUST shall be made, and the report thereon filed and kept, in accordance with the provisions of Section 6505 of the Act. ARTICLE XIII. GENERAL MATTERS Section 13.1 Checks, Drafts, Evidence of Indebtedness. All checks, drafts, or other orders for payment of money, notes or other evidences of indebtedness issued in the name of or payable to CalTRUST shall be signed or endorsed in such manner and by such person or persons as shall be designated from time to time by resolution of the Board. Section 13.2 Execution of Instruments. The Board, except as otherwise provided herein, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of CalTRUST and this authority may be general or confined to specific instances; and unless so authorized or ratified by the Board or within the agency power of an officer, no officer, agent, or employee shall have any power or authority to bind CalTRUST by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount. Section 13.3 Fiscal Year. The fiscal year of CalTRUST shall be fixed and refixed or changed from time to time by resolution of the Board. The fiscal year of CalTRUST shall initially end on June 30 of each year. Section 13.4 Principal Office. The Board shall fix and, from time to time, may change the location of the principal executive office of CalTRUST at any place within the State of California. Section 13.5 Accountability. Pursuant to Section 6505 of the Act, CalTRUST shall establish and maintain such funds and accounts as may be required by good accounting practice, and there shall be strict accountability of all funds and reports of all receipts and disbursements. ARTICLE XIV. MISCELLANEOUS Section 14.1 Governing Law. This Agreement is executed and delivered in the State of California and with reference to the laws thereof, and the rights of all parties and the validity and construction of every provision hereof shall be subject to and construed according to the laws of the State of California. 28 LA1 609347 Section 14.2 Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and such counterparts, together, shall be constituted one and the same instrument, which shall be sufficiently evidenced by any such original counterpart. Section 14.3 Certificates. Any certificate executed by an individual who, according to the records of CalTRUST, appears to be a Trustee hereunder, or Secretary or assistant secretary or such other designated officer of CalTRUST, certifying to: (i) the number or identity of Trustees, Members or Participants, (ii) the due authorization of the execution of any instrument or writing, (iii) the form of any vote passed at a meeting of the Board, (iv) the number of Trustees present or voting at any meeting, (v) the identity of any officers appointed by the Board, or (vi) the existence of any fact or facts which in any manner relate to the affairs of CalTRUST, shall be conclusive evidence as to the matters so certified in favor of any person dealing with the Trustees and their successors. Section 14.4 Provisions in Conflict with Law or Regulations. The provisions of this Agreement are severable, and if the Board shall determine, with the advice of counsel, that any of such provisions is in conflict with applicable laws and regulations, including, without limitation, the Act, the Law or the Ralph M. Brown Act, the conflicting provisions shall be deemed superseded by such laws or regulations to the extent necessary to eliminate such conflict; provided, however, that such determination shall not affect or render invalid any of the remaining provisions of this Agreement. If any provision of this Agreement shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall pertain only to such provision in such jurisdiction and shall not in any manner affect such provision in any other jurisdiction or any other provision of this Agreement in any jurisdiction. Section 14.5 Notices. Any and all notices and communications to which a Member or Participant may be entitled shall be deemed duly given or made if delivered by e-mail or facsimile or other electronic means providing a record of delivery, or, if so requested by such Member or Participant, in person or mailed, postage prepaid, addressed to the Member or Participant of record at its address as recorded in the account records for CalTRUST or the Shares Program. In addition to any other notice or communication to which a Member or Participant may be entitled, each Member and Participant shall be entitled to notice of any amendment to this Agreement, the Investment Policy or of any matter which is approved by the Participants (whether by negative consent or otherwise). Section 14.6 Index and Headings for Reference Only. The index and headings preceding the text, articles and sections hereof have been inserted for convenience and reference only and shall not be construed to affect the meaning, construction or effect of this Agreement. Section 14.7 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Members and their successors and assigns. Participants shall be third-party beneficiaries of this Agreement. * * * [SIGNATURE PAGE TO JOINT EXERCISE OF POWERS AGREEMENT] LA1 609347 IN WITNESS WHEREOF, the undersigned, a majority of Trustees, have executed this Agreement as of the date first herein above set forth. COUNTY OF SONOMA By: /s/ Thomas G. Ford Title: Treasurer/Tax Collector COUNTY OF SOLANO By: /s/ Charles Lomeli Title: Treasurer/Tax Collector/County Clerk WESTLANDS WATER DISTRICT By: /s/ Dave Ciapponi Title: Assistant General Manager A-1 LA1 609347 SCHEDULE A INITIAL MEMBERS Solano County Sonoma County Westlands Water District B-1 LA1 609347 SCHEDULE B LIST OF MEMBERS Butte County Contra Costa County Monterey County Rio Alto Water District Riverside County San Mateo County Transit District Solano County Sonoma County Westlands Water District Yuba County City of Pinole Pinole Redevelopment Agency City of National City City of Chino Chino Redevelopment Agency Santa Barbara County San Diego County West Valley Mosquito and Vector Control District Water Facilities Authority ALPHA Fund INVESTMENT TRUST OF CALIFORNIA, doing business as A JOINT POWERS AUTHORITY INFORMATION STATEMENT FOR THE SHARES PROGRAM FEBRUARY 24, 2005 (REVISED SEPTEMBER 11, 2013) 1100 K STREET, SUITE 101 SACRAMENTO, CALIFORNIA 95814 TELEPHONE: 888-422-8778 Information Statement -2- SUMMARY OF THIS INFORMATION STATEMENT The following is only a summary of the information that appears elsewhere in this Information Statement (the "Information Statement") for the Shares Program (as hereinafter defined) and in the Joint Exercise of Powers Agreement (the "Agreement," which is provided separately) of the Investment Trust of California, doing business as CalTRUST ("CalTRUST"). All capitalized terms used, but not otherwise defined, herein shall have the meanings ascribed to such terms in the Agreement. Prospective Members of or Participants in CalTRUST should consult their own advisers as to the consequences of participation in CalTRUST and investment through the Shares Program. This Information Statement provides detailed information about CalTRUST. Please read it carefully and retain it for future reference. CalTRUST Investment Trust of California, doing business as CalTRUST, is a California joint powers authority that has been established by its members ("Members") pursuant to the Agreement. CalTRUST's principal executive office is 1100 K Street, Suite 101, Sacramento, California 95814 and its telephone number is (888) 422-8778. CalTRUST is subject to the California Joint Exercise of Powers Act. Members Each Member must be a California "Public Agency" as that term is defined in Section 6509.7 of Title 1, Division 7, Chapter 5, Article 1 of the California Government Code (the "Joint Exercise of Powers Act"), which, as of the date of this Information Statement, is defined as "the federal government or any federal department or agency, this state, another state or any state department or agency, a county, county board of education, county superintendent of schools, city, public corporation, public district, or regional transportation commission of the State of California or another state, or any joint powers authority formed pursuant to Article 1 of the Joint Exercise of Powers Act by any of these agencies," and includes "a nonprofit corporation whose membership is confined to public agencies or public officials." Each Member is also either a political subdivision of a state, or an agency, authority, or instrumentality of the United States, a state or any political subdivision of a state, as those terms are used in the Investment Company Act of 1940, as amended (the "1940 Act"). Participants Each participant ("Participant") must be a California Public Agency, as that term is defined in Section 6509.7 of the Joint Exercise of Powers Act, which, as of the date of this Information Statement, is defined as "the federal government or any federal department or agency, this state, another state or any state department or agency, a county, county board of education, Information Statement -3- county superintendent of schools, city, public corporation, public district, or regional transportation commission of the State of California or another state, or any joint powers authority formed pursuant to Article 1 of the Joint Exercise of Powers Act by any of these agencies," and includes "a nonprofit corporation whose membership is confined to public agencies or public officials." Purpose The purpose of CalTRUST is to consolidate investment activities of its Participants and thereby reduce duplication, achieve economies of scale and carry out coherent and consolidated investment strategies through the issuance of shares of beneficial interest in investments purchased by CalTRUST (the "Shares Program"). The California Government Code provides that Public Agencies may purchase shares of beneficial interest issued by a joint powers authority, such as CalTRUST, organized pursuant to Section 6509.7 of the Act. All money not required for the immediate needs of a Public Agency may be invested in certain investments described in this Information Statement. However, the California Government Code limits the amount of surplus money of a Public Agency that may be invested in such investments. Funds consisting of tax-exempt bond proceeds may be subject to investment restrictions, arbitrage management and rebate requirements under federal tax laws. Public Agencies seeking to invest tax-exempt bond proceeds should consult professional advisers familiar with those requirements to determine whether investing through the Shares Series is appropriate. CalTRUST reserves the right to prohibit the investment of bond proceeds or limit the investment of bond proceeds by a Public Agency to less than 10% of the net asset value of a Series of Shares. Series CalTRUST currently offers four accounts or series of Shares to provide Public Agencies with a convenient method of pooling funds, (i) the "CalTRUST Short-Term Fund" Series, (ii) the "CalTRUST Medium-Term Fund" Series, (iii) the "CalTRUST Long-Term Fund" Series, and (iv) the Wells Fargo Advantage Funds Heritage Heritage Money Market Fund, Select Class shares, offered to California Public Agencies through CalTRUST as the “CalTRUST Heritage Money Market Fund” (each, a "Series" and collectively, the "Series"). Investment Objectives Each Series seeks to attain as high a level of current income as is consistent with the preservation of principal. The funds in each Series will be invested in only fixed-income oriented investments permitted in accordance with Sections 53601 and 53635 of the Information Statement -4- California Government Code. The CalTRUST Short-Term Fund will have a target portfolio duration of 0 to 2 years. The CalTRUST Medium-Term Fund will have a target portfolio duration of 1-1/2 to 3-1/2 years. The CalTRUST Long-Term Fund will have a target portfolio duration of 5 to 7 years. The CalTRUST Heritage Money Market Fund has a maximum dollar-weighted average maturity of 60 days, and a maximum dollar-weighted average life of 120 days, in accordance with Rule 2a-7 of the Investment Company Act of 1940. Risks The principal risks of investing through the Shares Program, which could adversely affect the market value, yield and total return of a Series of Shares, include market risk, interest rate risk, credit risk, issuer risk, liquidity risk, mortgage risk and management risk. These risks are discussed in more detail later. The values of the Shares of a Series change in response to movements in interest rates. If rates rise, the values of debt securities generally fall. The longer the average duration of a Series' investment portfolio, the greater the potential change in value. The values of the Shares of a Series may also decline in response to events affecting the issuer of any securities held in the applicable Series or its credit rating. The value of some mortgage-backed and asset-backed securities in which funds attributable to a Series of Shares may be invested also may fall because of unanticipated levels of principal prepayments that can occur when interest rates decline. The Shares in the CalTRUST Short-Term Fund, CalTRUST Medium-Term Fund and CalTRUST Long-Term Fund are not registered under any federal or state securities law. Neither CalTRUST, the CalTRUST Short-Term Fund, CalTRUST Medium-Term Fund, nor the CalTRUST Long- Term Fund is registered under the Investment Company Act of 1940 (the 1940 Act). For that reason, CalTRUST, the CalTRUST Short-Term Fund, the CalTRUST Medium-Term Fund, and the CalTRUST Long-Term Fund are not subject to the various protections of the 1940 Act, which apply to certain pooled vehicles such as money market funds and other mutual funds. The shares in the CalTRUST Heritage Money Market Fund are registered with the Securities and Exchange Commission (SEC) under the provisions of Rule 2a-7 of the Investment Company Act of 1940. Additional information regarding the CalTRUST Heritage Money Market Fund can be found in the Wells Fargo Advantage Funds Heritage Money Market Fund Select Class shares fund prospectus, available online at: Information Statement -5- http://a584.g.akamai.net/f/584/1326/1d/www.wellsfargoadvantagef unds.com/pdf/prospectus/prospectus_moneymarket_select.pdf. Net Asset Value The net asset value of the CalTRUST Short-Term Fund is calculated daily. The net asset values of the CalTRUST Medium- Term Fund and the CalTRUST Long-Term Fund are calculated daily, although shares in these funds are redeemed once per month on the last Business Day of the month. The net asset value of the CalTRUST Heritage Money Market Fund is calculated multiple times daily (as of July 1, 2013, seven times per day). Income from each Series is reinvested in the applicable Series. How to Participate To participate in CalTRUST, authorized officials of the Participant should first read this entire Information Statement and the Agreement, as well as the Investment Advisory Agreement. The Participant must then complete and submit to the Administrator, a Program Registration Form and Participation Agreement. How to Purchase Shares Once appropriate accounts have been established, Shares may be purchased by wiring funds to the Custodian (defined below) from the Participant’s bank, along with written instructions as described in more detail in this Information Statement. How to Sell Shares Shares may be sold by requesting a wire transfer, as described in more detail in this Information Statement. Minimum Purchase A Participant must purchase a total of at least $250,000 of Shares through one or more Series in order to participate. The Administrator (defined below) may waive that minimum purchase in its discretion. Series Expenses The costs and fees for each Series are set forth in Section X hereto. Board of Trustees CalTRUST is currently governed by a Board of Trustees of ten Trustees, at least seventy-five percent (75%) of whom are members of the governing body, officers, or personnel of the Members. The Board is responsible for setting overall policies and procedures for CalTRUST and the Shares Program, and for retaining the Administrator, Custodian, Investment Advisor, and other agents of CalTRUST. Administrator The "Administrator" is the entity engaged by CalTRUST to serve as the subadministrator to CalTRUST and administrator of the Shares Program pursuant to the terms of the Administration Information Statement -6- Agreement. CSAC Finance Corporation, with an office at 1100 K Street, Suite 101, Sacramento, California 95814, is the Administrator for the Shares Program. Custodian The “Custodian” is the entity engaged by CalTRUST to serve as the custodian for the Shares Program pursuant to the terms of the Custodial Agreement. Wells Fargo Bank, N.A. a custodial bank with an office at 525 Market Street, San Francisco, CA 94105 is the Custodian for each Series. Investment Advisor The “Investment Advisor” is the entity engaged by CalTRUST to serve as the investment advisor to the Shares Program pursuant to the terms of the Advisory Agreement. Wells Capital Management, a wholly-owned subsidiary of Wells Fargo Bank, NA, with its principal office at 525 Market Street, 10th Floor, San Francisco, CA 94105, is the Investment Advisor to CalTRUST and the Shares Program. Auditors The financial statements of CalTRUST will be audited annually by an independent auditor to be selected by CalTRUST. The fiscal year for CalTRUST ends each June 30. Information Statement -7- SECTION I INSTRUCTIONS ON HOW TO PARTICIPATE IN THE SHARES PROGRAM STEP ONE: READ THIS ENTIRE INFORMATION STATEMENT BEFORE INVESTING A prospective Participant in CalTRUST should carefully read this entire Information Statement and the complete Agreement and the documents referred to herein and therein (copies of which will be provided separately) before investing funds through the investment program offered by CalTRUST whereby Participants purchase shares of beneficial interest in a Series (the "Shares Program"). However, the contents of this Information Statement should not be considered to be legal, tax or investment advice, and prospective Participants should consult with their own counsel and advisers as to all matters concerning investment through the Shares Program. Participants should keep a copy of this Information Statement for their records. STEP TWO: OPENING AN ACCOUNT Prospective Participants must complete a Program Registration Form and Participation Agreement (attached to this Information Statement as Attachment A), and forward it to: CSAC Finance Corporation 1100 K Street, Suite 101 Sacramento, California 95814 Attention: CalTRUST There is no limit on the number of accounts that can be opened by a Participant. Additional forms of Program Registration Form and Participation Agreement are provided for this purpose. The Administrator will notify the prospective Participant of its approval of the application(s) and the account number(s) assigned. The Administrator reserves the right to reject any application in its discretion. Instructions on the Program Registration Form and Participation Agreement will remain in effect until the Administrator receives written notification to change them. Any changes to addresses, account registrations, names or signatures of authorized officials, or other critical information will require appropriate documentation. Instructions or forms may be obtained by calling the Administrator at (888) 422-8778, and asking for CalTRUST Service Center. Information Statement -8- SECTION II INVESTMENT STRATEGIES AND OBJECTIVES A. PURPOSE: WHO MAY INVEST CalTRUST is a separate joint powers authority and public agency established by its members ("Members") under the provisions of Section 6509.7 of Title 1, Division 7, Chapter 5, Article 1 of the California Government Code (the "Joint Exercise of Powers Act") to provide Public Agencies with consolidated investment activities and thereby reduce duplication, achieve economies of scale and carry out coherent and consolidated investment strategies. Members and Participants must each be a California "Public Agency" as that term is defined in Section 6509.7 of the Joint Exercise of Powers Act, which, as of the date of this Information Statement, is defined as "the federal government or any federal department or agency, this state, another state or any state department or agency, a county, county board of education, county superintendent of schools, city, public corporation, public district, or regional transportation commission of the State of California or another state, or any joint powers authority formed pursuant to Article 1 of the Joint Exercise of Powers Act by any of these agencies," and includes "a nonprofit corporation whose membership is confined to public agencies or public officials." All money not required for the immediate needs of Public Agencies may be invested in certain investments described in this Information Statement. However, the California Government Code limits the amount of surplus money of a Public Agency that may be invested in such investments. Funds consisting of tax-exempt bond proceeds may be subject to investment restrictions, arbitrage management and rebate requirements under federal tax laws. Although CalTRUST does not initially intend to permit Participants to invest tax-exempt bond proceeds to the extent that the bond proceeds of a Participant would constitute greater than 10% of the assets in any Series, if the 10% threshold is later or inadvertently reached with respect to a Series, such Series will no longer qualify as an "external" commingled fund with the consequence that Participants will be deemed to have received, for purposes of arbitrage rebate and yield calculations, phantom income equal to the reasonable administrative costs related to overhead and other indirect costs that would otherwise have been deductible for such calculations. Public Agencies that invest tax-exempt bond proceeds should consult professional advisers familiar with those requirements to determine whether investing through the Shares Program is appropriate. Information Statement -9- B. SERIES BENCHMARKS CalTRUST currently offers four accounts or series of Shares to provide Public Agencies with a convenient method of pooling funds, (i) the "CalTRUST Short- Term Fund" Series, (ii) the "CalTRUST Medium-Term Fund" Series, (iii) the "CalTRUST Long-Term Fund" Series, and (iv) the CalTRUST Heritage Money Market Fund (each, a "Series" and collectively, the "Series"). All Shares issued hereunder, including without limitation, Shares issued in connection with a dividend in Shares or a division of Shares, shall be fully paid and nonassessable. Each Series of Shares will be benchmarked against a fund or index believed by the Investment Advisor to be comparable in investment strategy and duration. The current benchmarks are described below. If a benchmark fund or index were to modify its strategy or duration in the future, the Investment Advisor could select alternate benchmarks with which to compare a Series' performance. Short-Term Fund Benchmark: The performance benchmarks for the Short-Term Fund are the investment funds specified below: Short-Term Fund: Local Agency Investment Fund (“LAIF”) LAIF is an investment alternative for California’s local governments and special districts, which was enabled under Section 16429.1 et seq. of the California Government Code. LAIF invests in certain securities authorized by Sections 16430 and 16480.4 of the California Government Code. In 2006, LAIF had $16.7 billion under management. LAIF conducts a market valuation of its investments each month. Barclays Short-term Gov/Corp Index The Barclays Short-term Gov/Corp Index is an unmanaged index consisting of the cumulative daily total returns of US Treasuries, federal agency securities and investment-grade corporate bonds with maturities between one and twelve months. The index is re-balanced on the last calendar day of the month. Issues that meet the qualifying criteria are included in the index for the following month. Issues that no longer meet the criteria during the course of the month remain in the index until the next month-end rebalancing at which point they are dropped from the index. An index is not available for direct investment and does not reflect the deduction of fees and expenses. Information Statement -10- Medium-Term Fund Benchmark: The performance benchmark for the Medium-term Fund is the unmanaged index specified below: Medium-Term Fund: Bank of America Merrill Lynch 1-3 Year AAA-A US Corporate & Government Index The BofA Merrill Lynch 1-3 Year AAA-A US Corporate & Government Index is a subset of The BofA Merrill Lynch US Corporate & Government Index including all securities with a remaining term to final maturity less than 3 years and rated AAA through A3, inclusive. The BofA Merrill Lynch US Corporate & Government Index tracks the performance of US dollar denominated investment grade debt publicly issued in the US domestic market, including US Treasury, US agency, foreign government, supranational and corporate securities. For the ‘A or better’ or AAA-A indices, qualifying securities must have a AAA through A3 rating (based on an average of Moody’s, S&P and Fitch). In addition, qualifying securities must have at least one year remaining term to final maturity, a fixed coupon schedule and a minimum amount outstanding of $1 billion for US Treasuries and $250 million for all other securities. Bills, inflation-linked debt and strips are excluded from the Index; however, original issue zero coupon bonds are included in the Index and the amounts outstanding of qualifying coupon securities are not reduced by any portions that have been stripped. 144a securities, both with and without registration rights, and corporate pay-in-kind securities, including toggle notes, qualify for inclusion. Callable perpetual securities qualify provided they are at least one year from the first call date. Fixed-to-floating rate securities also qualify provided they are callable within the fixed rate period and are at least one year from the last call prior to the date the bond transitions from a fixed to a floating rate security. Eurodollar bonds (USD bonds not issued in the US domestic market), tax-exempt US municipal, warrant-bearing, dividends- received-deduction-eligible (DRD-eligible) and defaulted securities are excluded from the Index. An index is not available for direct investment and does not reflect the deduction of fees and expenses. Long-Term Fund Benchmark: The performance benchmark for the Long-Term Fund is the unmanaged index specified below: Information Statement -11- Long-Term Fund: As of the date of this Information Statement, a benchmark had not yet been selected for the LongTerm Fund, which has yet to be activated by the CalTRUST Board of Trustees. There can be no assurance that any Series will perform as well as or better than its designated benchmark fund or index. CalTRUST Heritage Money Market Fund Benchmark: The performance benchmark for the CalTRUST Heritage Money Market Fund is the unmanaged index specified below: Lipper Institutional Money Market Funds Average The Lipper Institutional Money Market Funds Average (the Lipper Average) is an average of funds that invest in high quality financial instruments rated in top two grades with dollar-weighted average maturities of less than 90 days. Funds included in the Lipper Average require high minimum investments and have lower total expense ratios relative to other money market funds. These funds intend to keep a constant net asset value. The Lipper Average is not available for direct investment and does not include the effect of sales charges on total return. C. MINIMUM PURCHASE A Participant must purchase a total of at least $250,000 of Shares through one or more Series in order to participate. D. INVESTMENT BENEFITS The Investment Advisor seeks to provide the following benefits to purchasers of Shares in any Series:  Preservation of Principal. Preserve principal to the extent reasonably possible in accordance with the applicable investment strategy by investing only in fixed-income oriented Authorized Investments, and in accordance with an investment strategy designed to preserve capital.  Liquidity. Provide liquidity so that Participants have ready access to their Shares to the extent described in this Information Statement.  Income. Provide as high a level of current income in each Series as is consistent with preserving principal and maintaining liquidity. Information Statement -12-  Professional Management. Investments are managed by investment professionals that follow both general economic and current market conditions affecting interest rates and the value of fixed-income oriented investments.  Diversification. Each Participant in a Series will own Shares in a diversified portfolio of high quality securities.  Accounting, Safekeeping and Separate Series. The Participants' investments are accounted for in compliance with governmental accounting and auditing requirements, and Participants will be provided with all necessary information to do the bookkeeping and safekeeping associated with the ownership of the Shares. Participants will have secure online access to their accounts, as well as being provided with monthly statements. There can be no assurance that the investment objectives of any particular Series will be achieved. E. AUTHORIZED INVESTMENTS The securities purchased by CalTRUST through the Investment Advisor will be comprised exclusively of the investments described below (the "Authorized Investments"). These investments are authorized investments under the California Government Code, as may be amended from time to time, for money not required for the immediate needs of Public Agencies. The California Government Code limits the amount of surplus money of a Public Agency which may be invested in certain of the investments described below. Each Participant shall be responsible for monitoring the aggregate amount of its investments in any of these kinds of investments to assure its own compliance with the California Government Code. None of the Investment Advisor, the Administrator or CalTRUST shall be responsible for such monitoring. The Board may revise this Investment Policy from time to time subject to Section 4.2(a) of the Agreement. Pursuant to the Agreement, the Board shall cause the amended Investment Policy to be delivered to each Participant. 1. United States Treasury notes, bonds, bills, or certificates of indebtedness, or those for which the faith and credit of the United States are pledged for the payment of principal and interest. 2. Registered state warrants or treasury notes or bonds of this state, including bonds payable solely out of the revenues from a revenue-producing property owned, controlled, or operated by the state or by a department, board, agency, or authority of the state. Information Statement -13- 3. Bonds, notes, warrants, or other evidences of indebtedness of any local agency within this state, including bonds payable solely out of the revenues from a revenue-producing property owned, controlled, or operated by the local agency, or by a department, board, agency, or authority of the local agency. 4. Federal agency or United States government-sponsored enterprise obligations, participations, or other instruments, including those issued by or fully guaranteed as to principal and interest by federal agencies or United States government-sponsored enterprises. 5. Bankers acceptances otherwise known as bills of exhcnage or time drafts that are drawn on and accepted by a commercial bank. Purchases of bankers acceptances may not exceed 180 days’ maturity or 40 percent of the assets in a Series. However, no more than 30 percent of the assets in a Series may be bankers acceptances of any one commercial bank. 6. Commercial paper of “Prime” quality of the highest ranking or of the highest letter and number rating as provided for by a nationally recognized statistical- rating organization (“NRSRO”). The entity that issues the commercial paper shall meet all of the following criteria in either clause (a) or (b): (a)(i) is organized and operating in the United States as a general corporation, (ii) has total assets in excess of five hundred million dollars ($500,000,000) and (iii) has debt other than commercial paper, if any, that is rated "A" or higher by a NRSRO; or (b)(i) is organized within the United States as a special purpose corporation, trust, or limited liability company, (ii) has programwide credit enhancements including, but not limited to, overcollateralization, letters of credit, or surety bond and (iii) has commercial paper that is rated "A-1" or higher, or the equivalent, by a NRSRO. Eligible commercial paper shall have a maximum maturity of 270 days or less. No more than 25 percent of the assets in a Series may be eligible commercial paper. No more than 10 percent of the assets in a Series may be outstanding commercial paper of any single issuer. No more than 10 percent of the outstanding commercial paper of any single issuer may be purchased for a Series. 7. Negotiable certificates of deposit issued by a nationally or state-chartered bank, a savings association or a federal association (as defined by Section 5102 of the California Financial Code), or a state or federal credit union, or by a state-licensed branch of a foreign bank. Purchases of negotiable certificates of deposit may not exceed 30 percent of the assets in a Series. Purchases shall not exceed the shareholder's equity of any depository bank. Shareholder's equity shall be determined in accordance with Section 118 of the California Financial Code, but shall be deemed to include capital notes and debentures. Purchases shall not exceed the total of the net worth of any savings association or federal association, except that deposits not exceeding a total of Information Statement -14- five hundred thousand dollars ($500,000) may be made to a savings association or federal association without regard to the net worth of that depository, if such deposits are insured or secured as required by law. Purchases of negotiable certificates of deposit from any regularly chartered credit union shall not exceed the total of the unimpaired capital and surplus of the credit union, as defined by rule of the California Commissioner of Financial Institutions, except that the deposit to any credit union share account in an amount not exceeding five hundred thousand dollars ($500,000) may be made if the share accounts of that credit union are insured or guaranteed pursuant to Section 14858 of the California Financial Code or are secured as required by law. Purchases of negotiable certificates of deposit issued by a state or federal credit union are prohibited if a member of the legislative body of any Participant, or any person with investment decisionmaking authority for any Participant, also serves on the board of directors, or any committee appointed by the board of directors, or the credit committee or the supervisory committee of the state or federal credit union issuing the negotiable certificates of deposit. 8. Investments in repurchase agreements of Authorized Investments as long as the agreements are subject to the requirements of California Government Code Section 53601(i), including the delivery requirements specified in California Government Code Section 53601(i). “Repurchase agreement” means a purchase of securities by the local agency pursuant to an agreement by which the counterparty seller will repurchase the securities on or before a specified date and for a specified amount and the counterparty will deliver the underlying securities to the local agency by book entry, physical delivery, or by third-party custodial agreement. The transfer of underlying securities to the counterparty bank’s customer book-entry account may be used for book- entry delivery. Investments in repurchase agreements may be made, on any Authorized Investments, when the term of the agreement does not exceed one year. The market value of securities that underlay a repurchase agreement shall be valued at 102 percent or greater of the funds borrowed against those securities and the value shall be adjusted no less than quarterly. Since the market value of the underlying securities is subject to daily market fluctuations, the investments in repurchase agreements shall be in compliance if the value of the underlying securities is brought back up to 102 percent no later than the next business day. 9. Medium-term notes, defined as all corporate and depository institution debt securities with a maximum remaining maturity of five years or less, issued by corporations organized and operating within the United States or by depository institutions licensed by the United States or any state and operating within the United States. Notes eligible for investment under this subsection shall be rated “A” or better by a nationally recognized rating service. Purchases of medium-term notes (not including other Authorized Investments) may not exceed 30 percent of the assets in a Series. Information Statement -15- 10. Shares of beneficial interest issued by diversified management companies that are money market funds registered with the Securities and Exchange Commission under the Investment Company Act of 1940. Such companies shall have attained the highest ranking or the highest letter and numerical rating provided by not less than two NRSROs or retained an investment adviser registered or exempt from registration with the Securities and Exchange Commission with not less than five years’ experience managing money market mutual funds with assets under management in excess of five hundred million dollars ($500,000,000). The purchase price of shares of beneficial interest purchased pursuant to this subsection shall not include any commission that the companies may charge and shall not exceed 20 percent of the assets in a Series. 11. Notes, bonds, or other obligations that are at all times secured by a valid first priority security interest in securities of the types listed by California Government Code Section 53651 as eligible securities for the purpose of securing local agency deposits having a market value at least equal to that required by California Government Code Section 53652 for the purpose of securing local agency deposits. The securities serving as collateral shall be placed by delivery or book entry into the custody of a trust company or the trust department of a bank which is not affiliated with the issuer of the secured obligation, and the security interest shall be perfected in accordance with the requirements of the Uniform Commercial Code or federal regulations applicable to the types of securities in which the security interest is granted. 12. Any mortgage passthrough security, collateralized mortgage obligation, mortgage-backed or other pay-through bond, equipment lease-backed certificate, consumer receivable passthrough certificate, or consumer receivable-backed bond of a maximum of five years maturity. Securities eligible for investment under this subsection shall be issued by an issuer having an “A” or higher rating for the issuer’s debt as provided by a nationally recognized rating service and rated in a rating category of “AA” or its equivalent or better by a nationally recognized rating service. Purchase of securities authorized by this subsection may not exceed 20 percent of the assets in a Series. Funds invested through a Series will be invested by the Investment Advisor in accordance with the prudent investor standard of the California Government Code. Any investments consisting of notes, bonds, bills, certificates of indebtedness, warrants, or registered warrants shall be legal investments for savings banks in the State of California. Funds invested through a Series will not be invested in any inverse floaters, range notes or mortgage-derived, interest-only strips, or in any security that could result in zero interest accrual if held to maturity. Information Statement -16- The authorizing statute, charter, or bylaws of a Participant or the trust indenture or ordinance or resolution under which the debt obligations of a Participant are issued or its funds are invested may contain investment restrictions which prohibit or otherwise limit investment in one or more of the above-described investments. Accordingly, Participants should consult with their legal counsel and/or financial adviser regarding the legality of investing funds through the Shares Program. CalTRUST is not registered as an investment company under the Investment Company Act of 1940 and, accordingly, is not subject to the provisions of that Act and the rules thereunder, including the protective rules relating to registered money market funds and other types of mutual funds. F. DURATION OF SERIES AND MATURITY OF INVESTMENTS Each Series seeks to attain as high a level of current income as is consistent with the preservation of principal. Each Series will invest in only fixed-income oriented Authorized Investments. The Short-Term Fund seeks a target portfolio duration of 0 to 2 years. The Medium-Term Fund seeks a target portfolio duration of 11/2 to 31/2 years. The Long-Term Fund seeks a target portfolio duration of 5 to 7 years. The CalTRUST Heritage Money Market Fund has a maximum dollar-weighted average maturity of 60 days and a maximum dollar- weighted average life of 120 days, in accordance with Rule 2a-7 of the Investment Company Act of 1940.. Each Series invests in a diversified portfolio of fixed-income oriented investments of varying maturities with a different portfolio “duration.” Duration is a measure of the expected life of a fixed-income oriented investment that was developed as a more precise alternative to the concept of “term to maturity.” Duration incorporates a bond’s yield, coupon interest payments, final maturity, call and put features and prepayment exposure into one measure. Traditionally, a fixed- income oriented investment’s “term to maturity” has been used to determine the sensitivity of the investment’s price to changes in interest rates (which is the “interest rate risk” or “volatility” of the investment). However, “term to maturity” measures only the time until a fixed-income oriented investment provides its final payment, taking no account of the pattern of the investment’s payments prior to maturity. Duration is used in the management of a Series as a tool to measure interest rate risk. For example, a Series with a portfolio duration of two years would be expected to change in value 2% for every 1% move in interest rates G. RISKS 1. General. Because the values of the Shares of a Series will change with market conditions, so will the value of a Participant’s investment through the Shares program. A Participant could lose money on an investment through Information Statement -17- the Shares Program or an investment through the Shares Program could underperform other investments. The Medium-Term Fund and Long-Term Fund have the potential for greater return and loss than the Short-Term Fund. The Series are subject primarily to interest rate and credit risk. Interest rate risk is the potential for a decline in bond prices due to rising interest rates. In general, bond prices vary inversely with interest rates. The change in bond price depends on several factors, including the bond’s maturity date. In general, bonds with longer maturities are more sensitive to changes in interest rates than bonds with shorter maturities. Credit risk is the possibility that a bond issuer will fail to make timely payments of interest or principal to a Series. 2. Obligations of Agencies or Instrumentalities of the United States Government. Certain short-term obligations of agencies or instrumentalities of the United States Government purchased with funds invested through the Series may only be backed by the issuing agency or instrumentality and may not be backed by the full faith and credit of the United States Government. For example, securities issued by the Federal Home Loan Banks and the Federal Home Loan Mortgage Corporation are supported only by the credit of the agency or instrumentality that issued them, and not by the United States Government, and securities issued by the Federal Farm Credit System and the Federal National Mortgage Association are supported by the agency’s or instrumentality’s right to borrow money from the U.S. Treasury under certain circumstances H. INVESTMENT RESTRICTIONS The Board has adopted the following investment restrictions for the Shares Program. Funds invested through a Series will not be used to: 1. Purchase any securities other than those described under “Authorized Investments,” unless California law at some future date redefines the types of securities which are legal investments for all classes of Participants, in which case the permitted investments for the Series may be changed by the Board to conform to California law. 2. Invest in securities of any issuer in which a Trustee, officer, employee, agent or adviser of CalTRUST is an officer, director or 5% shareholder unless such investment is periodically authorized by resolution adopted by the Board, excluding officers, directors or 5% shareholders of such issuer. 3. Make loans, except that repurchase agreements may be entered into as specified under “Authorized Investments.” 4. Borrow money or pledge, hypothecate or mortgage the assets in a Series or otherwise engage in any transaction that has the effect of creating leverage Information Statement -18- with respect to a Series; provided, however, that short-term credits necessary for the settlement of securities trades may be used, and forward purchases and sales of securities that are expected to settle beyond a normal “T+3” basis may be entered into. 5. Purchase the securities of any issuer (other than obligations issued and guaranteed as to principal and interest by the government of the United States, its agencies or instrumentalities) if, as a result, more than 10% of the total assets in a series would be invested in the securities of any one issuer. I. APPLICATION OF PERCENTAGES Any percentage limitation or rating requirement described under “Investment Strategies and Objectives” will be applied at the time of purchase. J. NOTICE TO PARTICIPANTS OF MATERIAL CHANGE TO INVESTMENT STRATEGIES AND OBJECTIVES OR INVESTMENT POLICY The Board may revise the Investment Policy from time to time subject to Section 4.2(a) of the Agreement; and may revise the investment strategies and objectives of any Series from time to time. Any material change in the investment strategies and objectives for any Series adopted by the Board shall be communicated, in writing, to each Participant prior to the effective date of such change. SECTION III INCOME AND VALUE OF THE SERIES A. INCOME AND DIVIDENDS OF THE SERIES Short-Term Fund As of 1:00 p.m. Pacific time each day that the Custodian is open for business (a “Business Day”), the net income of the Short-Term Fund is determined and declared as a dividend to Participants of record as of the close of business on that day. Shares purchased as of 1:00 p.m. on any Business Day will begin earning dividends on such date of purchase. Shares will continue to earn dividends until the Business Day such Shares are redeemed and the funds are wired to the Participant. Earnings for Saturdays, Sundays and holidays are declared on the next Business Day. Dividends declared are paid monthly on the last Business Day of each month and are automatically re-invested in each Series by purchase of additional Shares of such Series. Information Statement -19- Medium-Term Fund and Long-Term Fund As of 1:00 p.m. Pacific time on the last Business Day of each month, the net income of the Medium-Term Fund and the Long-Term Fund is determined and declared as a dividend to Participants of record as of the close of business on that day. Shares purchased as of the last Business Day of a month will begin earning dividends for the following month. Shares will continue to earn dividends until the Business Day such Shares are redeemed and the funds are wired to the Participant. Dividends declared are paid monthly on the last Business Day of each month and are automatically re-invested in each Series by purchase of additional Shares of such Series. If Shares are redeemed from any Series in any month prior to the payment of dividends on the last Business Day of such month (including in the case of an emergency as approved by the Board of Trustees or otherwise), the Participant shall be entitled to receive a pro rata portion of the dividends such Participant would otherwise be entitled to receive, up to the date of redemption, which shall be paid on the last Business Day of such month. For the purpose of calculating dividends, net income of each Series consists of interest earned plus or minus any discounts or premiums ratably amortized to the date of maturity and all realized gains and losses on the sale of securities prior to maturity, less all accrued expenses of such Series, including the fees described under “Expenses of the Trust.” Each Series may attempt to maximize yields through trading to take advantage of short-term market variations. These policies may result in high portfolio turnover. However, because the cost of transactions of the type in which the Series engage is small, a high turnover rate is not expected to affect materially income or net asset value. Money Market Fund As of 1:00 p.m. Pacific time each day that the Custodian is open for business (a “Business Day”), the net income of the CalTRUST Heritage Money Market Fund is determined and declared as a dividend to Participants of record as of the close of business on that day. Shares purchased as of 1:00 p.m. on any Business Day will begin earning dividends on such date of purchase. Shares will continue to earn dividends until the Business Day such Shares are redeemed and the funds are wired to the Participant. Earnings for Saturdays, Sundays and holidays are declared on the next Business Day. Dividends declared are paid monthly on the last Business Day of each month and are automatically re-invested in each Series by purchase of additional Shares of such Series. Information Statement -20- B. VALUATION OF SERIES The net asset value of the Shares of the Short-Term Fund is normally determined by the Administrator as of 1:00 p.m. Pacific time on each Business Day. The net asset values of the Shares of the Medium-Term Fund and the Long-Term Fund are normally determined by the Administrator as of 1:00 p.m. Pacific time on each Business Day, although shares in these funds are redeemed once per month on the last Business Day of the month. The net asset value of the shares of the CalTRUST Heritage Money Market Fund is determined multiple times each Business Day (as of July 1, 2013, seven times each Business Day). The net asset value per Share of each Series is computed by dividing the total value of the securities and other assets of such Series, less any liabilities, by the total outstanding Shares of such Series. Liabilities include all accrued expenses and fees of such Series, including the fees described under “Expenses of the Trust.” The net asset value per share of each Series normally is determined on the specified day if banks are open for business and the New York Stock Exchange is open for trading. With the exception of the value of securities in the CalTRUST Heritage Money Market Fund, the value of a Series’ portfolio securities is determined on the basis of the market value of such securities or, if market quotations are not readily available, at fair value under guidelines established by the Trustees. Investments with short remaining maturities may be valued at amortized cost which the Board has determined to equal fair value. Securities in the CalTRUST Heritage Money Market Fund are valued using the amortized cost method, in accordance with Rule 2a-7 under the Investment Company Act of 1940. Additional detail regarding the determination of the net asset value of the shares of the CalTRUST Heritage Money Market Fund can be found in the Wells Fargo Advantage Funds Heritage Money Market Fund Select Class shares fund prospectus, available online at: http://a584.g.akamai.net/f/584/1326/1d/www.wellsfargoadvantagefunds.com/pdf/ prospectus/prospectus_moneymarket_select.pdf The market value basis for net asset value per Share of each Series may be affected by general changes in interest rates resulting in increases or decreases in the value of securities held by such Series. The market value of such securities will tend to vary inversely to changes in prevailing interest rates. Thus, if interest rates rise after a security is purchased, such a security, if sold, might be sold at a price less than its cost. Similarly, if interest rates decline, such a security, if sold, might be sold at a price greater than its cost. If a security is held to maturity, no loss or gain is normally realized as a result of these price fluctuations. Redemptions by Participants could require the sale of portfolio securities prior to maturity. Information Statement -21- The Administrator normally will announce the net asset value of the Shares of the Short-Term Fund by 9:00 a.m. on the Business Day after it is determined and will announce the net asset values of the Shares of the Medium-Term Fund and Long- Term Fund within three Business Days after they are determined. C. YIELD INFORMATION Short-Term Fund, Medium-Term Fund & Long-Term Fund The aggregate and average annual total return, current annualized yield and effective annual yield of the Short-Term Fund, Medium-Term Fund and Long- Term Fund may, from time to time, be quoted in reports, literature and advertisements published by CalTRUST. Current annualized yield of the Short-Term Fund is computed by averaging the daily dividend declared by such Series during the prior seven calendar day period, dividing by the average daily net asset value per Share of such Series over the same period, and multiplying the result by 365. Current annualized yield of the Medium-Term Fund and the Long-Term Fund is computed by averaging the monthly dividend declared by the applicable Series during the prior months of such calendar year, dividing by the average monthly net asset value per Share of the applicable Series over the same period, and multiplying the result by 12. The “effective annual yield” of each Series, which reflects the value of compounding and represents the annualization of the current yield with all dividends reinvested, may also be quoted. Effective annual yield of each Series is computed by dividing the monthly dividend rate of such Series by 12, adding 1 and raising the sum to the power of 12, and subtracting 1 from the result. CalTRUST Heritage Money Market Fund Pursuant to SEC rules governing registered money market funds, the CalTRUST Heritage Money Market Fund may quote a “7-Day Gross Yield”. The 7-day gross yield is determined based on the 7 days ended on the last day of the prior month, by taking the net change, exclusive of capital changes and income other than investment income, in the value of a hypothetical pre-existing account having a balance of one share at the beginning of the period and dividing the difference by the value of the account at the beginning of the base period to obtain the base period return, and then multiplying the base period return by (365/7) with the resulting yield figure carried to at least the nearest hundredth of one percent. The 7-day gross yield does not reflect a deduction of shareholders fees and fund operating expenses. Additional information regarding the determination and reporting of the “7-Day Gross Yield” can be found on the SEC website at: Information Statement -22- http://www.sec.gov/rules/final/2010/ic-29132.pdf. The yields of each Series quoted should not be considered a representation of the yield of such Series in the future, since the yield is not fixed. Actual yields of each Series will depend on the type, quality, yield and maturities of securities held by such Series, changes in interest rates, market conditions and other factors. SECTION IV INVESTMENTS AND WITHDRAWALS A. ACCOUNTS Before funds are invested under the Shares Program, Participants will need to establish appropriate accounts pursuant to the procedure described under “Instructions on How to Participate.” Each Participant will have master account(s) representing the total funds invested through the Short-Term Fund, Medium-Term Fund, Long-Term Fund, and/or CalTRUST Heritage Money Market Fund, as applicable, by such Participant. The Administrator will process investments, withdrawals and transfers only on Business Days. B. INVESTMENTS Investments in a Series can be made by wire transfer of immediately available funds from the Participant’s bank to the Custodian. However, the Administrator reserves the right to reject any investment and to limit the size of a Participant’s account. Investment in a Series may be through the CalTRUST Online Portal, by following the steps outlined in the “CalTRUST Online Trading User Guide”, which is available to all participants at www.caltrust.org, or by following both of the following steps: Step 1: Provide the Administrator with the following information, either in writing by mail, courier service, or facsimile (Attention: CalTRUST Service Center, 1100 K Street, Suite 101, Sacramento, California 95814; Fax 252-972-1908), by telephone 888-422-8778, or via the online portal.  Participant’s account name  Participant’s CalTRUST account number  Amount being wired  Type of wire – Federal Reserve or bank Information Statement -23-  Name of Participant’s bank sending wire Step 2: Instruct the Participant’s bank to wire funds as follows (Federal Reserve wire if possible). Please contact the CalTRUST Customer Service Center at (888) 422-8778 for wiring instructions. To receive wiring instructions with respect to the Long-Term Fund, a Participant should contact the Administrator. CalTRUST does not charge a fee for receipt of these wires. However, a Participant’s bank may charge a fee for wiring funds. Short-Term Fund Investments will not begin earning income unless and until the Administrator receives the requisite advance notice and the Custodian receives a Federal Reserve wire or bank wire convertible to Federal Funds on a same-day basis. When the Administrator receives the requisite advance notice and the funds are received by the Custodian, investments will be made and begin earning income on the Business Day on which funds are received. Notice will be considered given on a particular Business Day if received by the Administrator before 1:00 p.m. Pacific time; otherwise it will be considered given on the next Business Day. Funds will be considered delivered on a particular Business Day if the wire is received by the Custodian before 1:00 p.m. Pacific time, otherwise funds will be considered delivered on the next Business Day. Medium-Term Fund and Long-Term Fund Funds may be invested in the Medium-Term Fund or the Long-Term Fund only once per month on the last Business Day of the month; provided, however, that the Administrator receives at least five Business Days’ prior notice of the investment (i.e., on or before the fifth to the last Business Day of the month), and the Custodian receives a Federal Reserve wire or bank wire convertible to Federal Funds on a same-day basis within five Business Days after such notice is received by the Administrator (i.e., on or before the last Business Day of the month). Investments will not begin earning income unless and until the Administrator receives the requisite advance notice and the funds are received by the Custodian within the requisite time. When the Administrator receives the requisite advance notice and the funds are received by the Custodian within the requisite time, investments will be made and begin earning income for the following month. In any particular month, if a Participant gives late notice or transmits late funds (i.e., the Administrator receives notice of the investment after the fifth to Information Statement -24- the last Business Day of such month or the Custodian receives the funds after the last Business Day of such month), then from the Business Day on which funds are received until the last Business Day of the following month, such funds shall be automatically invested in the Short-Term Fund. In any particular month, if the Administrator receives requisite notice (i.e., on or before the fifth to the last Business Day of such month) and the Custodian receives the funds before the last Business Day of such month, then from the Business Day on which funds are received until the last Business Day of such month, such funds shall be automatically and temporarily invested in the Short-Term Fund. On the last Business Day of the applicable month, such funds shall be automatically transferred from the Short-Term Fund and invested in the Medium-Term Fund or the Long-Term Fund as specified in the notice, unless such notice is properly withdrawn by providing the Administrator with at least five Business Days’ prior notice. Notice will be considered given on a particular Business Day if received by the Administrator before 1:00 p.m. Pacific time, otherwise it will be considered given on the next Business Day. Funds will be considered delivered on a particular Business Day if the wire is received by the Custodian before 1:00 p.m. Pacific time, otherwise funds will be considered delivered on the next Business Day. Money Market Fund Investments will not begin earning income unless and until the Administrator receives the requisite advance notice and the Custodian receives a Federal Reserve wire or bank wire convertible to Federal Funds on a same-day basis. When the Administrator receives the requisite advance notice and the funds are received by the Custodian, investments will be made and begin earning income on the Business Day on which funds are received. Notice will be considered given on a particular Business Day if received by the Administrator before 1:00 p.m. Pacific time; otherwise it will be considered given on the next Business Day. Funds will be considered delivered on a particular Business Day if the wire is received by the Custodian before 1:00 p.m. Pacific time, otherwise funds will be considered delivered on the next Business Day. C. SALES Withdrawals from an account shall be made by requesting a wire transfer of immediately available funds from the Custodian to the Participant’s bank. Withdrawals from a Series may be made through the CalTRUST Online Portal, by following the steps outlined in the “CalTRUST Online Trading User Guide”, which is available to all participants at www.caltrust.org, or by providing the Administrator with the following information, either in writing by mail, courier service or facsimile (Attention: CalTRUST Service Center,1100 K Street, Suite Information Statement -25- 101, Sacramento, California 95814, Fax (310) 826-3188)), by telephone 888-422- 8778.  Participant’s account name  Participant’s account number  Amount to be wired Funds may be transferred by wire only to the bank account specified in the Participant’s Account Registration Form and Participation Agreement. Changes to the Participant’s specified bank account must be received in writing properly executed before they can be effective. Short-Term Fund Shares in the Short-Term Fund will be redeemed in the amount of the withdrawal at the net asset value per Share next determined after receipt of a request for wire transfer. Funds will remain invested in the Series until the day they are wired. Funds will not be wired unless and until the Administrator receives the requisite notice. Notice will be considered given on a particular Business Day if received by the Administrator before 1:00 p.m. Pacific time; otherwise it will be considered given on the next Business Day. Medium-Term Fund and Long-Term Fund Funds may be withdrawn from the Medium-Term Fund or the Long-Term Fund only once per month on the last Business Day of the month; provided, however, that the Administrator receives at least five Business Days’ prior notice of the request for wire transfer. Shares in each Series will be redeemed in the amount of the withdrawal at the net asset value per Share determined by the Administrator on the last Business Day of each month. Funds will remain invested in the Series until the day they are wired. Funds will be wired on the last Business Day of the month for which the Administrator receives the requisite notice, and will not be wired in any month unless and until the Administrator receives the requisite notice. Notice will be considered given on a particular Business Day if received by the Administrator before 1:00 p.m. Pacific time; otherwise it will be considered given on the next Business Day. Notwithstanding the foregoing limitations, in the event of an emergency as approved by the Board of Trustees (or a committee of the Board of Trustees or designated Trustee(s)), withdrawals may be made at such times and on such prior notice, if any, as determined by the Board of Trustees (or a committee of the Board of Trustees or designated Trustee(s)). In such instance, Shares in each Series will be redeemed in the amount of the withdrawal at the net asset value per Share next determined after receipt of a request for wire transfer. Information Statement -26- Money Market Fund Shares in the CalTRUST Heritage Money Market Fund will be redeemed in the amount of the withdrawal at the net asset value per Share next determined after receipt of a request for wire transfer. Funds will remain invested in the Series until the day they are wired. Funds will not be wired unless and until the Administrator receives the requisite notice. Notice will be considered given on a particular Business Day if received by the Administrator before 1:00 p.m. Pacific time; otherwise it will be considered given on the next Business Day. The Agreement permits the Trustees to suspend the right of withdrawal from the Series or to postpone the date of payment of redemption proceeds if the New York Stock Exchange is closed other than for customary weekend and holiday closings, if trading on that Exchange is restricted, or if, in the opinion of the Trustees, an emergency exists such that disposal of Shares or determination of net asset value is not reasonably practicable. If the right of withdrawal is suspended, a Participant may either withdraw its request for withdrawal or receive payment based on the net asset value next determined after termination of the suspension. CalTRUST may, and is authorized by each Participant to, redeem Shares owned by such Participant (i) to the extent necessary to reimburse CalTRUST for any loss it has sustained by reason of the failure of such Participant to make full payment for Shares purchased by such Participant, (ii) to the extent necessary to collect any charge relating to a transaction effected for the benefit of such Participant which is applicable to Shares, or (iii) as otherwise deemed necessary and desirable by the Board for CalTRUST to effectively carry out its obligations under the Agreement, this Information Statement, comply with applicable law, or any other obligations in connection with the affairs of CalTRUST. Redemption payments may be made in whole or in part in securities or other property of the Series. Participants receiving any such securities or other property on redemption will bear any costs of sale. D. Transfers Transfers among the Short-Term Fund, Medium-Term Fund,Long-Term Fund, and CalTRUST Heritage Money Market Fund will be considered a withdrawal from one Series and a deposit to another Series subject to the restrictions, limitations and notice requirements above. Transfers may be accomplished through the CalTRUST Online Portal, by following the steps outlined in the “CalTRUST Online Trading User Guide”, which is available to all participants at www.caltrust.org, of by providing the Administrator with the following information, in writing properly executed by mail, courier service or facsimile Information Statement -27- (Attention: CalTRUST Service Center, 1100 K Street, Suite 101, Sacramento, California 95814, Fax (310) 826-3188),by telephone 888-422-8778.  Participant’s account name from which funds will be transferred  Participant’s account name to which funds will be transferred  Participant’s CalTRUST account number from which funds will be transferred  Participant’s CalTRUST account number to which funds will be transferred.  Amount being transferred SECTION V OTHER SERVICES A. ONLINE ACCESS Secure online access will be available to Participants with respect to their accounts. Information with respect to each Series, including current yield, up-to- date account information, and a transaction history will be available online. Confirmations of each deposit and withdrawal of funds will be available online to a Participant within one Business Day of the transaction. B. STATEMENTS At the end of each month, a statement of each account will be mailed to each Participant which will show the dividend paid and the account balance as of the statement date. SECTION VI TRUSTEES AND OFFICERS A. BOARD OF TRUSTEES CalTRUST currently has a Board of Trustees that consists of ten Trustees, which may be increased or decreased from time to time by the then-current Board to no fewer than three and not greater than fifteen Trustees. The Board is responsible for the overall management, supervision and administration of CalTRUST, including formulation of investment and operating policy guidelines of the Series. In addition, the Board oversees the activities of the Administrator, the Investment Advisor, the Custodian, legal counsel, independent auditors and other service providers and agents of CalTRUST and monitors the investment performance of each Series and the method of valuing the Shares. Information Statement -28- The names and affiliations of the Trustees are as follows: Dave Ciapponi, Westlands Water District John Colville, City of Sacramento Rod Dole, Retired Glenn Duncan, City of Chino Don Kent, Riverside County Geoffrey Kiehl, City of Palm Springs Chuck Lomeli, Solano County Dan McAllister, San Diego County Russell Watts, Contra Costa County Mary Zeeb, Monterey County Trustees are appointed by the initial Members and the Board. At least seventy- five percent (75%) of Trustees shall be members of the governing body, officers or personnel of the Members. Trustees currently serve without compensation, but all Trustees, except affiliates of the Investment Advisor, if any, are reimbursed by CalTRUST for reasonable travel and other out-of-pocket expenses incurred in connection with their duties as Trustees. B. OFFICERS The names and affiliations of the executive officers are as follows: President: Charles Lomeli, Solano County Vice President: Glenn Duncan, City of Chino Treasurer: Dan McAllister, San Diego County Secretary: Dave Ciapponi, Westlands Water District The officers are appointed by the Board and serve at the discretion of the Board. The officers currently serve without compensation, but all officers, except affiliates of the Investment Advisor, if any, are reimbursed by CalTRUST for reasonable travel and other out-of-pocket expenses incurred in connection with their duties as officers. Information Statement -29- SECTION VII ADMINISTRATOR A. ADMINISTRATOR CSAC Finance Corporation (the “Administrator”), with an office at 1100 K Street, Suite 101, Sacramento, California 95814, is the administrator of the Shares Program and subadministrator to CalTRUST. The Administrator was formed in 1986. B. ADMINISTRATIVE SERVICES The Administrator supervises the administrative and ministerial aspects of CalTRUST’s operations and assists with the administration of the Shares Program, pursuant to a program administration agreement with CalTRUST and the Investment Advisor (the “Administration Agreement”). The Administration Agreement will remain in effect until terminated, and may not be assigned by the Administrator without the consent of the Board; provided, however, that such consent will be deemed given if a majority of the Board does not object in writing within 60 days after receiving written notice of a proposed assignment. The Administration Agreement may be terminated by either CalTRUST or the Administrator, at any time and without penalty, upon at least 180 days’ prior written notice to the other parties, or by any party that is not in breach of the Administration Agreement, without penalty, upon at least 60 days’ prior written notice to the other party, if the other party is in material breach of the Administration Agreement and such breach has not been cured within 30 days’ notice thereof to such other party. The Administrator provides the following customer service, administrative and marketing services to CalTRUST and for the Shares Program in accordance with the Administration Agreement:  Operation of a toll-free telephone facility to be used exclusively by Participants or by Public Agencies interested in becoming Participants in CalTRUST.  Making available to Participants confirmation of each Participant’s investment and redemption transactions, and preparation and provision of monthly statements summarizing transactions, earnings, and assets for the Shares Program;  Maintenance of the books and records of CalTRUST and the Shares Program, including Participant account records; Information Statement -30-  Supervision, under the general direction of the Board, of all administrative aspects of operations, including, but not limited to, facilitation and providing notice of meetings of Participants and the Board, making statutory and regulatory filings and otherwise assisting in the compliance with applicable California law, and preparing staff analyses for the Board;  At the request of CalTRUST, developing procedures to assist CalTRUST and its Participants with, among other matters, filing of Fair Political Practices Commission forms, adherence of CalTRUST to its investment objectives, policies, restrictions, tax matters and applicable laws and regulations;  Management of legal procedures and policies, legal services and independent accountant services;  Periodic updating and preparation of the Information Statement;  Preparation of tax returns, financial statements and reports for CalTRUST;  Coordination of the activities of the Custodian;  Provision of office space, equipment and personnel to administer the Shares Program;  Printing and distribution to Public Agencies of the Information Statement and other documents;  Coordination of marketing activities and preparation and distribution of explanatory and promotional materials;  Determination of dividends and net asset value of the Shares in accordance with the policies of CalTRUST and the JPA Agreement;  Facilitating the procedures necessary for Participants to withdraw investments;  Performing agreed upon services necessary in connection with the administration of CalTRUST, including registrar, transfer agent and record keeper functions, accounting and clerical services; and  Supervising third parties retained by the Administrator, if any, to perform any or all of the administrative and ministerial services listed above. Information Statement -31- SECTION VIII INVESTMENT ADVISOR A. INVESTMENT ADVISOR Wells Capital Management, a registered investment advisor with its principal office at 525 Market Street, 10th Floor, San Francisco, CA 94105, is the Investment Advisor with respect to the Shares Program. The daily management of the investment affairs and research relating to the Shares Program is conducted by or under the supervision of the Investment Advisor. Wells Capital Management is a wholly owned asset management subsidiary of Wells Fargo Bank, N.A. Assets under management total over $343 billion, as of June 30, 2013. Wells Capital Management has a substantial presence in the cash markets with $131 billion in money market assets under management, as of June 30, 2013, as well as expertise and asset scale in both taxable and tax-exempt short duration fixed income of $61 billion under management, as of June 30, 2013. B. ADVISORY SERVICES The Investment Advisor manages the investment of the assets in each Series, including the placement of orders for the purchase and sale of investments, pursuant to an investment advisory agreement with CalTRUST (the “Advisory Agreement”). The Investment Advisor obtains and evaluates such information and advice relating to the economy and the securities markets as it considers necessary or useful to manage continuously the assets of CalTRUST in a manner consistent with each Series’ investment objectives and policies. The Advisory Agreement may not be assigned by the Investment Advisor without the consent of the CalTRUST Board of Trustees; provided, however, that such consent will be deemed given if a majority of the Board does not object in writing within 60 days after receiving written notice of a proposed assignment. The Advisory Agreement may be terminated by either party, at any time and without penalty, upon at least 30 days’ prior written notice to the other party. C. INVESTMENT TRANSACTIONS The Investment Advisor is responsible for decisions to buy and sell securities for CalTRUST and arranges for the execution of security transactions on behalf of each Series. Purchases of securities are made from dealers, underwriters and issuers. Sales prior to maturity are made to dealers and other persons. Money market instruments bought from dealers are generally traded on a “net” basis, with dealers acting as principal for their own accounts without a stated commission, although the price of the instrument usually includes a profit to the dealer. Thus, the Series do not normally incur any brokerage commission expense on such transactions. Securities purchased in underwritten offerings Information Statement -32- include a fixed amount of compensation to the underwriter, generally referred to as the underwriter’s commission or discount. When securities are purchased or sold directly from or to an issuer, no commissions or discounts are paid. The policy of CalTRUST regarding purchases and sales of securities is that primary consideration will be given to obtaining the most favorable price and efficient execution of transactions. In seeking to implement this policy, the Investment Advisor will effect transactions with those dealers whom the Investment Advisor believes provide the most favorable price and efficient execution. If the Investment Advisor believes such price and execution can be obtained from more than one dealer, it may give consideration to placing portfolio transactions with those dealers who also furnish research and other services to CalTRUST. Such services may include, but are not limited to, any one or more of the following: information as to the availability of securities for purchase or sale; statistical or factual information or opinions pertaining to investments; wire services; and appraisals or evaluations of portfolio securities. The services received by the Investment Advisor from dealers may be of benefit to it in the management of accounts of some or all of its other clients and may not in all cases benefit CalTRUST directly. While such services are useful and important in supplementing its own research and facilities, the Investment Advisor believes the value of such services is not determinable and does not significantly reduce its expenses. CalTRUST does not reduce the management fee paid to the Investment Advisor by any amount that may be attributable to the value of such services. SECTION IX CUSTODIAN A. CUSTODIAN Wells Fargo Bank, N.A. a custodial bank with an office at 525 Market Street, San Francisco, CA 94105 is the Custodian for each Series. B. CUSTODIAL SERVICES The Custodian holds all cash and securities of each Series, pursuant to an Institutional Custody Agreement with CalTRUST (the “Custodial Agreement”). The Custodian does not participate in determining the investment policies of CalTRUST or in investment decisions. CalTRUST may invest in the Custodian’s obligations and may buy or sell securities through the Custodian. Information Statement -33- SECTION X SERIES EXPENSES Total Annual Operating Expenses of the CalTRUST Short-Term Fund Average Daily Net Assets in the Short-Term Fund1 Up to $300 Million $300 to $500 Million $500 Million to $1 Billion Over $1 Billion Investment Advisory Fee2 0.073% 0.073% 0.07% 0.06% Fund Accounting Fee3 0.03% 0.02% 0.02% 0.02% Administrative Fee4 0.04% 0.04% 0.04% 0.04% Contingent Fee for Other Operating Expenses 5 0.01% 0.01% 0.01% 0.01% Total Annual Operating Expenses 0.153% 0.143% 0.14% 0.13% 1 “Average daily net assets” means the average daily value of total assets minus accrued liabilities. The first $300 Million of net assets in the Short-Term Fund will be charged the first tier rate; the next $200 Million to $500 Million of net assets in the Short-Term Fund will be charged the second tier rate; the next $500 Million to $1 Billion of net assets in the Short-Term Fund will be charged the third tier rate; and all net assets in the Short-Term Fund over $1 Billion will be charged the fourth tier rate. 2 Calculated on a daily basis and deducted monthly by the Investment Advisor from the net assets in the Short-Term Fund. 3Calculated on a daily basis and paid monthly to the Fund Accountant from the net assets in the Short-Term Fund. 4 Calculated on a daily basis and paid monthly to the Administrator from the net assets in the Short-Term Fund. The Administrator will be responsible for account administration, custodial, transfer agency, record keeping, and accounting fees, and ordinary out-of-pocket disbursements, which disbursements may include, without limitation, the costs of legal procedures and policies, periodic updating and preparation of the Information Statement, and preparation of tax returns, financial statements and reports, printing and distribution costs, the costs and expenses of holding any meetings of the Board, fees of other consultants and professionals engaged on behalf of CalTRUST, all expenses of computing the market value of the Short-Term Fund, overnight delivery and courier services, postage, telephone and telecommunication charges, pricing services, terminals, transmitting lines and expenses in connection therewith, travel on CalTRUST business, and costs of preparing books, presentations and other materials for the Board, with respect to the Short-Term Fund. 5 The Short-Term Fund will also be responsible for legal and audit fees, insurance (including trustees and officers insurance) premiums, Trustees’ and officers’ reasonable travel and other expenses, and the costs of making statutory and regulatory filings and other general compliance with any applicable federal or state laws, as well as all extraordinary expenses, including, without limitation, all reasonable expenses incurred by CalTRUST, the Administrator or the Investment Advisor to establish, organize and otherwise commence operations of CalTRUST and the Information Statement -34- arrangements contemplated by this Information Statement and the Agreement, and litigation costs (including reasonable attorneys’ fees), if any, with respect to the Short-Term Fund. Total Annual Operating Expenses of the CalTRUST Medium-Term Fund and the CalTRUST Long-Term Fund Average Daily Net Assets in the Medium-Term or Long-Term Fund1 Up to $300 Million $300 to $500 Million $500 Million to $1 Billion Over $1 Billion Investment Advisory Fee2 0.173% 0.173% 0.16% 0.14% Fund Accounting Fee3 0.03% 0.02% 0.02% 0.02% Administrative Fee4 0.04% 0.04% 0.04% 0.04% Contingent Fee for Other Operating Expenses 5 0.01% 0.01% 0.01% 0.01% Total Annual Operating Expenses 0.253% 0.243% 0.23% 0.21% 1 “Average daily net assets” means the average daily value of total assets minus accrued liabilities. The first $300 Million of net assets in the Medium-Term Fund or the Long-Term Fund, as appropriate, will be charged the first tier rate; the next $200 Million to $500 Million of net assets in the Medium-Term Fund or the Long-Term Fund, as appropriate, will be charged the second tier rate; the next $500 Million to $1 Billion of net assets in the Medium-Term Fund or the Long- Term Fund, as appropriate, will be charged the third tier rate; and all net assets in the Medium- Term Fund or the Long-Term Fund, as appropriate, over $1 Billion will be charged the fourth tier rate, as appropriate. 2 Deducted monthly by the Investment Advisor from the net assets in the Medium-Term Fund or the Long-Term Fund, as appropriate. 3Paid monthly to the Fund Accountant from the net assets in the Medium-Term Fund or the Long- Term Fund, as appropriate. 4 Paid monthly to the Administrator from the net assets in the Medium-Term Fund or the Long- Term Fund, as appropriate. The Administrator will be responsible for account administration, custodial, transfer agency, record keeping, and accounting fees, and ordinary out-of-pocket disbursements, which disbursements may include, without limitation, the costs of legal procedures and policies, periodic updating and preparation of the Information Statement, and preparation of tax returns, financial statements and reports, printing and distribution costs, printing and distribution costs, the costs and expenses of holding any meetings of the Board, fees of other consultants and professionals engaged on behalf of CalTRUST, all expenses of computing the market value of the Medium-Term Fund or Long-Term Fund, as appropriate, overnight delivery and courier services, postage, telephone and telecommunication charges, pricing services, terminals, transmitting lines and expenses in connection therewith, travel on CalTRUST business, and costs of preparing books, presentations and other materials for the Board, with respect to the Medium-Term Fund or the Long-Term Fund, as appropriate. 5 The Medium-Term Fund or the Long-Term Fund, as appropriate, will also be responsible for legal and audit fees, insurance (including trustees and officers insurance) premiums, Trustees’ and officers’ reasonable travel and other expenses, and the costs of making statutory and regulatory Information Statement -35- filings and other general compliance with any applicable federal or state laws, as well as all extraordinary expenses, including, without limitation, all reasonable expenses incurred by CalTRUST, the Administrator or the Investment Advisor to establish, organize and otherwise commence operations of CalTRUST and the arrangements contemplated by this Information Statement and the Agreement, and litigation costs (including reasonable attorneys’ fees), if any, with respect to the Medium-Term Fund or the Long-Term Fund, as appropriate. Total Annual Operating Expenses of the CalTRUST Heritage Money Market Fund The total annual operating expenses of the CalTRUST Heritage Money Market Fund, as of July 1, 2013, are 0.13% per year of total average daily net assets in the CalTRUST Heritage Money Market Fund. Additional detail regarding Annual Fund Operating Expenses for the CalTRUST Heritage Money Market Fund can be found in the Wells Fargo Advantage Funds Heritage Money Market Fund Select Class shares fund prospectus, available online at: http://a584.g.akamai.net/f/584/1326/1d/www.wellsfargoadvantagefunds.com/pdf/prospec tus/prospectus_moneymarket_select.pdf. SECTION XI JOINT EXERCISE OF POWERS AGREEMENT CalTRUST is a separate public agency established as a joint powers authority under the laws of the state of California by execution of a Joint Powers Authority Agreement by certain Public Agencies as the initial Members of CalTRUST. Additional Public Agencies may become Members of CalTRUST by approving a resolution to adopt the Agreement and by signing a counterpart signature page to the Agreement. Copies of the Agreement may be obtained from the Administrator and should be read before a Public Agency participates in CalTRUST. All descriptions contained in this Information Statement are subject to the specific language of the Agreement. For all matters requiring action by Participants, such action will be taken in proportion to the relative market value of each Participant’s Shares of a Series. The Agreement may be amended by the Board, except to the extent an amendment would adversely affect (i) the Shares Program in which case the amendment shall be subject to approval by a majority of the Shares or (ii) one or more Series of Shares, in which case the amendment shall be subject to approval by a majority of the Shares of any Series affected by such amendment. Among other things, the Board may also amend this Agreement without such Participant approval to change the name of CalTRUST or any Series, to establish and designate additional Series, to supply any omission herein or to correct or supplement any ambiguous defective or inconsistent provision hereof, or if they deem it necessary, to conform the Agreement to the requirements of applicable laws or regulations or to eliminate or reduce any taxes which may be payable by CalTRUST Information Statement -36- or the Participants, or as otherwise provided herein, but the Trustees shall not be liable for failing to do so. No amendment may be made which would change any rights with respect to any Share by reducing the amount payable thereon upon liquidation of CalTRUST or by diminishing or eliminating any approval rights pertaining thereto, except with the vote of a majority of the Trustees and the approval of the holders of two-thirds (2/3) of the Shares outstanding and the holders of two-thirds (2/3) of the Shares of any Series affected by such amendment. Nothing in the Agreement permits its amendment to impair the exemption from personal liability of the Members, Participants, Trustees, officers, employees and agents of CalTRUST or to permit assessments upon Participants. Information Statement -37- SECTION XII PARTICIPANT AND TRUSTEE LIABILITY A. PARTICIPANT LIABILITY CalTRUST is an entity separate from its Members and the Participants and the Agreement expressly provides that except in the case of fraud or willful misconduct, no Member or Participant shall be subject to any personal liability whatsoever to any person in connection with property or the acts, obligations or affairs of CalTRUST, and all such persons shall look solely to CalTRUST property for satisfaction of claims of any nature arising in connection with the affairs of CalTRUST. B. LIABILITY OF TRUSTEES AND OTHERS The Agreement provides that no Trustee, officer or employee of CalTRUST will be liable for any action or failure to act, and that each will be indemnified by CalTRUST against all claims and liabilities as provided in the Agreement, except that no indemnification will be provided for such person’s own bad faith, willful misfeasance, gross negligence or reckless disregard of duty. The California Joint Exercise of Powers Act provides that all immunities from liability that apply to the activity of Trustees, Members, officers, employees or agents of the Members when performing their functions within the territorial limits of their respective Public Agencies will apply to them to the same degree and extent while engaged in the performance of any of their functions and duties associated with CalTRUST. CalTRUST shall purchase and maintain insurance on behalf of each Trustee, officer, employee or agent of CalTRUST against any liability asserted against or incurred by such person in such capacity or arising out of such person’s status as such, but only to the extent that CalTRUST would have the power to indemnify such person against that liability under the Agreement, unless CalTRUST determines that such insurance is not cost effective for CalTRUST or is otherwise impracticable. * * * Information Statement -38- ATTACHMENT A See attached Program Registration Form and Participation Agreement. INVESTMENT TRUST OF CALIFORNIA, doing business as A JOINT POWERS AUTHORITY INVESTMENT POLICY FOR THE SHARES PROGRAM EFFECTIVE AS OF: FEBRUARY 24, 2005 (Updated April 15, 2015 and Effective May 15, 2015) 1100 K STREET, SUITE 101 SACRAMENTO, CALIFORNIA 95814 TEL (888) 422-8778 2 INVESTMENT POLICY FOR THE SHARES PROGRAM The following are the investment objectives, policies and restrictions (collectively, the “Investment Policy”) for each of the three separately managed programs (each, a “Series”) within the investment program offered by Investment Trust of California, doing business as CalTRUST (“CalTRUST”), whereby participants (“Participants”) invest in shares issued by CalTRUST (the “Shares Program”). The three Programs of the Shares Program are the “CalTRUST Short-Term Fund” Series (the “Short-Term Fund”), the “CalTRUST Medium-Term Fund” Series (the “Medium-Term Fund”) and the “CalTRUST Long-Term Fund” Series (the “Long-Term Fund”). All capitalized terms used, but not otherwise defined, herein shall have the meanings ascribed to such terms in the Information Statement for the Shares Program (the “Information Statement”) or the Joint Exercise of Powers Agreement (the “Agreement”). THE INFORMATION STATEMENT AND AGREEMENT PROVIDE FURTHER DETAILED INFORMATION ABOUT THE SHARES PROGRAM AND CALTRUST. PARTICIPANTS SHOULD READ THEM BOTH CAREFULLY PRIOR TO PARTICIPATING IN THE SHARES PROGRAM. A. PURPOSE CalTRUST is a California joint powers authority and public agency established under the provisions of Title 1, Division 7, Chapter 5 of the California Government Code (the “Joint Exercise of Powers Act”), to provide Public Agencies with consolidated investment activities thereby reducing duplication, achieving economies of scale and carrying out coherent and consolidated investment strategies. B. WHO MAY INVEST Each Participant must be: (1) a California “Public Agency” as that term is defined in Section 6509.7 of Title 1, Division 7, Chapter 5, Article 1 of the California Government Code (the “Joint Exercise of Powers Act”), which, as of the date hereof, is defined as “the federal government or any federal department or agency, this state, another state or any state department or agency, a county, county board of education, county superintendent of schools, city, public corporation, public district, or regional transportation commission of the State of California or another state, or any joint powers authority formed pursuant to [article 1 of the Joint Exercise of Powers Act] by any of these agencies,” and includes “a nonprofit corporation whose membership is confined to public agencies or public officials;” and (2) either the United States, a State, or any political subdivision of a State, or any agency, authority or instrumentality of any one or more of the foregoing, or any corporation which is wholly owned directly or indirectly by any one or more of the foregoing, as those terms are used in the Investment Company Act of 1940, as amended. C. SERIES BENCHMARKS The performance benchmarks for the Short-Term Fund, Medium-Term Fund and Long-Term Fund are specified below: Short-Term Fund: Local Agency Investment Fund Barclays Short-Term U.S. Government/Corporate Index Medium-Term Fund: Merrill Lynch U.S. Corporate & Government 1-3 Years, “A” Rated or Above Index Long-Term Fund: Merrill Lynch U.S. Government Treasury & Agency 5-10 Years, “AAA” Rate Index 3 D. MINIMUM PURCHASE A Participant must purchase a total of at least $250,000 of Shares through one or more Series in order to participate in the Shares Program. Whenever a Participant’s investment is less than the minimum established from time to time by CalTRUST’s Board of Trustees, such Participant will be required to sell its Shares, provided, however, that thirty (30) days prior notice is given to such Participant. If the Board changes the minimum investment to an amount greater than the investment of any Participant at the time that such change becomes effective, such Participant shall not be required to sell its Shares. E. INVESTMENT BENEFITS By purchasing Shares in any Series, the Investment Advisor seeks to provide the following benefits: § Preservation of Principal. Preserve principal to the extent reasonably possible in accordance with the applicable investment strategy by investing only in fixed-income oriented Authorized Investments, and in accordance with an investment strategy designed to preserve capital. § Liquidity. Provide liquidity so that Participants have ready access to their Shares to the extent described in this Information Statement. § Income. Provide as high a level of current income in each Series as is consistent with preserving principal and maintaining liquidity. § Professional Management. Investments are managed by investment professionals that follow both general economic and current market conditions affecting interest rates and the value of fixed-income oriented investments § Diversification. Each Participant in a Series will own Shares in a diversified portfolio of high quality securities. § Accounting, Safekeeping and Separate Series. The Participants’ investments are accounted for in compliance with governmental accounting and auditing requirements, and Participants will be provided with all necessary information to do the bookkeeping and safekeeping associated with the ownership of the Shares. Participants will have secure online access to their accounts, as well as being provided with monthly statements. There can be no assurance that the investment objectives of any particular Program will be achieved. F. AUTHORIZED INVESTMENTS The Shares purchased by the Investment Advisor will be comprised exclusively of the following investments (the “Authorized Investments”). These investments are authorized investments under the California Government Code, as may be amended from time to time, for money not required for the immediate needs of Local Agencies. The California Government Code limits the amount of surplus money of a Local Agency which may be invested in certain of the investments described below. Each Participant shall be responsible for monitoring the aggregate amount of its investments in any of these kinds of investments, to assure its own compliance with the California Government Code. None of the Investment Advisor, the Administrator or CalTRUST shall be responsible for such monitoring. The Board may revise this Investment Policy from time to time subject to Section 4.2(a) of the Agreement. Pursuant to the Agreement, the Board shall cause the amended Investment Policy to be delivered to each Participant. 4 1) Unites States Treasury notes, bonds, bills, or certificates of indebtedness, or those for which the faith and credit of the United States are pledged for the payment of principal and interest. 2) Registered state warrants or treasury notes or bonds of this state, including bonds payable solely out of the revenues from a revenue-producing property owned, controlled, or operated by the state or by a department, board, agency, or authority of the state. 3) Bonds, notes, warrants, or other evidences of indebtedness of any local agency within this state, including bonds payable solely out of the revenues from a revenue-producing property owned, controlled, or operated by the local agency, or by a department, board, agency, or authority of the local agency. 4) Registered treasury notes or bonds of any of the other 49 states in addition to California, including bonds payable solely out of the revenues from a revenue-producing property owned, controlled, or operated by a state or by a department, board, agency, or authority of any of the other 49 states, in addition to California. 5) Federal agency or United States government-sponsored enterprise obligations, participations, or other instruments, including those issued by or fully guaranteed as to principal and interest by federal agencies or United States government-sponsored enterprises. 6) Bankers acceptances otherwise known as bills of exchange or time drafts that are drawn on and accepted by a commercial bank. Purchases of bankers acceptances may not exceed 180 days’ maturity or 40 percent of the assets in a Series. However, no more than 30 percent of the assets in a Series may be bankers acceptances of any one commercial bank. 7) Commercial paper of “prime” quality of the highest ranking or of the highest letter and number rating as provided for by a nationally recognized statistical-rating organization (“NRSRO”). The entity that issues the commercial paper shall meet all of the following criteria in either clause (a) or (b): (a)(i) is organized and operating in the United States as a general corporation, (ii) has total assets in excess of five hundred million dollars ($500,000,000) and (iii) has debt other than commercial paper, if any, that is rated “A” or higher by a NRSRO; or (b)(i) is organized within the United States as a special purpose corporation, trust, or limited liability company, (ii) has programwide credit enhancements including, but not limited to, overcollateralization, letters of credit, or surety bond and (iii) has commercial paper that is rated "A-1" or higher, or the equivalent, by a NRSRO. Eligible commercial paper shall have a maximum maturity of 270 days or less. No more than 25 percent of the assets in a Series may be eligible commercial paper. No more than 10 percent of the assets in a Series may be outstanding commercial paper of any single issuer. No more than 10 percent of the outstanding commercial paper of any single issuer may be purchased for a Series. 8) Negotiable certificates of deposit issued by a nationally or state-chartered bank, a savings association or a federal association (as defined by Section 5102 of the California Financial Code), a state or federal credit union, or by a federally licensed or state-licensed branch of a foreign bank. Purchases of negotiable certificates of deposit may not exceed 30 percent of the assets in a Series. Purchases shall not exceed the shareholder's equity of any depository bank. Shareholder's equity shall be determined in accordance with Section 118 of the California Financial Code, but shall be deemed to include capital notes and debentures. Purchases shall not exceed the total of the net worth of any savings association or federal association, except that deposits not exceeding a total of five hundred thousand dollars ($500,000) may be made to a savings association or federal association without regard to the net worth of that depository, if such deposits are insured or secured as required by law. Purchases of negotiable certificates of deposit from any regularly chartered credit union shall not exceed the total of the unimpaired capital and surplus of the credit union, as defined by rule of the California Commissioner of Financial Institutions, except that the deposit to any credit union share account in an amount not exceeding five hundred thousand dollars ($500,000) may be made if the share accounts of that credit union are insured or guaranteed pursuant to Section 14858 of the California Financial Code or are secured as required by law. Purchases of negotiable certificates of deposit issued by a state or federal credit union are prohibited if a member of the CalTRUST Board of Trustees, or any person with investment decision making authority for CalTRUST, also serves on the board of directors, or any committee appointed by the board of directors, or the credit committee or the supervisory committee of the state or federal credit union issuing the negotiable certificates of deposit. 5 9) Investments in repurchase agreements of Authorized Investments as long as the agreements are subject to the requirements of California Government Code Section 53601(j), including the delivery requirements specified in California Government Code Section 53601(j). “Repurchase agreement” means a purchase of securities by the local agency pursuant to an agreement by which the counterparty seller will repurchase the securities on or before a specified date and for a specified amount and the counterparty will deliver the underlying securities to the local agency by book entry, physical delivery, or by third-party custodial agreement. The transfer of underlying securities to the counterparty bank’s customer book-entry account may be used for book-entry delivery. Investments in repurchase agreements may be made, on any Authorized Investments, when the term of the agreement does not exceed one year. The market value of securities that underlay a repurchase agreement shall be valued at 102 percent or greater of the funds borrowed against those securities and the value shall be adjusted no less than quarterly. Since the market value of the underlying securities is subject to daily market fluctuations, the investments in repurchase agreements shall be in compliance if the value of the underlying securities is brought back up to 102 percent no later than the next business day. 10) Medium-term notes, defined as all corporate and depository institution debt securities with a maximum remaining maturity of five years or less, issued by corporations organized and operating within the United States or by depository institutions licensed by the United States or any state and operating within the United States. Notes eligible for investment under this subsection shall be rated “A” or better by a nationally recognized rating service. Purchases of medium-term notes (not including other Authorized Investments) may not exceed 30 percent of the assets in a Series. 11) Shares of beneficial interest issued by diversified management companies that are money market funds registered with the Securities and Exchange Commission under the Investment Company Act of 1940. Such companies shall have attained the highest ranking or the highest letter and numerical rating provided by not less than two NRSROs or retained an investment adviser registered or exempt from registration with the Securities and Exchange Commission with not less than five years’ experience managing money market mutual funds with assets under management in excess of five hundred million dollars ($500,000,000). The purchase price of shares of beneficial interest purchased pursuant to this subsection shall not include any commission that the companies may charge and shall not exceed 20 percent of the assets in a Series. 12) Notes, bonds, or other obligations that are at all times secured by a valid first priority security interest in securities of the types listed by California Government Code Section 53651 as eligible securities for the purpose of securing local agency deposits having a market value at least equal to that required by California Government Code Section 53652 for the purpose of securing local agency deposits. The securities serving as collateral shall be placed by delivery or book entry into the custody of a trust company or the trust department of a bank which is not affiliated with the issuer of the secured obligation, and the security interest shall be perfected in accordance with the requirements of the Uniform Commercial Code or federal regulations applicable to the types of securities in which the security interest is granted 13) Any mortgage passthrough security, collateralized mortgage obligation, mortgage-backed or other pay- through bond, equipment lease-backed certificate, consumer receivable passthrough certificate, or consumer receivable-backed bond of a maximum of five years maturity. Securities eligible for investment under this subsection shall be issued by an issuer having an “A” or higher rating for the issuer’s debt as provided by a nationally recognized rating service and rated in a rating category of “AA” or its equivalent or better by a nationally recognized rating service. Purchase of securities authorized by this subsection may not exceed 20 percent of the assets in a Series. 14) United States dollar denominated senior unsecured unsubordinated obligations issued or unconditionally guaranteed by the International Bank for Reconstruction and Development, International Finance Corporation, or Inter-American Development Bank, with a maximum remaining maturity of five years or less, and eligible for purchase and sale within the United States. Investments under this subdivision shall be rated “AA” or better by an NRSRO and shall not exceed 30 percent of the agency’s moneys that may be invested pursuant to this section. Funds invested through a Series will be invested by the Investment Advisor in accordance with the prudent 6 investor standard of the California Government Code. Any investments consisting of notes, bonds, bills, certificates of indebtedness, warrants, or registered warrants shall be legal investments for savings banks in the State. Funds invested through a Series will not be invested in any inverse floaters, range notes or mortgage-derived, interest-only strips, or in any security that could result in zero interest accrual if held to maturity. G. DURATION OF SERIES AND MATURITY OF INVESTMENTS Each Series seeks to attain as high a level of current income as is consistent with the preservation of principal. Each Series will invest in only fixed-income oriented Authorized Investments. The Short-Term Fund seeks a target portfolio duration of 0 to 2 years. The Medium-Term Fund seeks a target portfolio duration of 1 ½ to 3 ½ years. The Long-Term Fund seeks a target portfolio duration of 5 to 7 years. Each Series will invest in a diversified portfolio of fixed-income oriented investments of varying maturities with a different portfolio “duration.” Duration is a measure of the expected life of a fixed-income oriented investment that was developed as a more precise alternative to the concept of “term to maturity.” Duration incorporates a bond’s yield, coupon interest payments, final maturity, call and put features and prepayment exposure into one measure. Traditionally, a fixed-income oriented investment’s “term to maturity” has been used to determine the sensitivity of the investment’s price to changes in interest rates (which is the “interest rate risk” or “volatility” of the investment). However, “term to maturity” measures only the time until a fixed-income oriented investment provides its final payment, taking no account of the pattern of the investment’s payments prior to maturity. Duration is used in the management of Series as a tool to measure interest rate risk. For example, a Series with a portfolio duration of two years would be expected to change in value 2% for every 1% move in interest rates. H. INVESTMENT RESTRICTIONS The Board has adopted the following investment restrictions for the Shares Program, which may not be changed in a material way by the Board, except as may be required by applicable law, without the approval of the Participants holding a majority of the Shares in the affected Series. Funds invested through a Series will not be used to: 1) Purchase any securities other than those described under “Authorized Investments,” unless California law at some future date redefines the types of securities which are legal investments for all classes of Participants, in which case the permitted investments for the Series may be changed by the Board to conform to California law. 2) Invest in securities of any issuer in which a Trustee, officer, employee, agent or adviser of CalTRUST is an officer, director or 5% shareholder unless such investment is periodically authorized by resolution adopted by the Board, excluding officers, directors or 5% shareholders of such issuer. 3) Make loans, except that repurchase agreements may be entered into as specified under “Authorized Investments.” 4) Borrow money or pledge, hypothecate or mortgage the assets in a Series or otherwise engage in any transaction that has the effect of creating leverage with respect to a Series; provided, however, that short- term credits necessary for the settlement of securities trades may be used, and forward purchases and sales of securities that are expected to settle beyond a normal “T+3” basis may be entered into. 5) Purchase the securities of any issuer (other than obligations issued and guaranteed as to principal and interest by the government of the United States, its agencies or instrumentalities) if, as a result, more than 10% of the total assets in a series would be invested in the securities of any one issuer. 7 I. APPLICATION OF PERCENTAGES Any percentage limitation or rating requirement described in this Investment Policy will be applied at the time of purchase INVESTMENT TRUST OF CALIFORNIA doing business as A JOINT POWERS AUTHORITY PROGRAM REGISTRATION FORM AND PARTICIPATION AGREEMENT FEBRUARY 24, 2005 (Revised June 9, 2010) (Updated September 12, 2012) (Revised July 9, 2013) 1100 K STREET, SUITE 101 SACRAMENTO, CA 95814 TEL (888) 422-8778 Page 2 PROGRAM REGISTRATION FORM AND PARTICIPATION AGREEMENT INSTRUCTIONS To become a CalTRUST Participant, please complete this Program Registration Form and Participation Agreement. If you have any questions concerning any part of this form, please call the CalTRUST toll-free number: (888) 422-8778. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the CalTRUST Joint Exercise of Powers Agreement, dated as of February 24, 2005, as amended September 12, 2012, by and among the members of CalTRUST (the “JP Agreement”) or the information statement of CalTRUST (the “Information Statement”), as applicable. When the Program Registration Form and Participation Agreement is complete, please handle as follows: FAX OR SCAN AND E-MAIL A COPY of this Form to: CalTRUST Program Administrator 916-321-5067 (facsimile) lcampbell@csacfinancecorp.org MAIL THE ORIGINAL of this Form to: CalTRUST Program Administrator 1100 K Street, Suite 101 Sacramento, CA 95814 PART 1. REGISTRATION Name of Public Agency: (the “Participant”) Mailing Address: City, State, Zip: Type of Public Agency: [For example: Federal Government, Federal Department or Agency, State, State Department or Agency, County, County Board of Education, County Superintendent of Schools, City, Regional Transportation Commission of a State, Joint Powers Authority, or Other (please specify)] Agency Tax ID Number: CalTRUST Program Accounts: Money Market  Short-Term  Medium-Term  * * * Page 3 Contact Information for Agency Personnel Primary Contact Name: Title: Telephone Number: Fax Number: E-Mail Address: Secondary Contact Name: Title: Telephone Number: Fax Number: E-Mail Address: Additional Contact (optional) Name: Title: Telephone Number: Fax Number: E-Mail Address: Additional Contact (optional) Name: Title: Telephone Number: Fax Number: E-Mail Address: *** Page 4 PART 2. WITHDRAWAL INSTRUCTIONS The Administrator agrees to honor all properly authorized wire transfer requests in accordance with the terms of the Information Statement that is then current. At any time, the Participant may change (a) wiring instructions, (b) authorized representatives, (c) other information. However, the Participant agrees that the Administrator may rely on the information previously supplied by the Participant until the Administrator receives authorized written notification of any change on forms prescribed by CalTRUST. Changes will become effective on the Business Day following receipt of written notice by the Administrator. The Administrator is hereby authorized to act upon instructions received in writing by the authorized representative(s) listed below to have amounts withdrawn from this account and wired only to the Federal Reserve member bank account designated below, unless changed by written instructions to the Administrator. It is understood that the Administrator will be under no obligation to honor, in whole or in part, any transfer request which (a) exceeds available funds invested in the Shares Program, (b) is provided by any person other than the authorized persons designated below, (c) is not in accordance with any other requirements stated herein. Bank Name: ABA Number: Account Name: Account Number: Bank Address: * * * PART 3. CERTIFICATION AND SIGNATURES The undersigned certify and affirm that: 1. None of CalTRUST, its Trustees, the Administrator, the Investment Advisor or the Custodian has provided any advice to the Participant about whether to participate in CalTRUST. The Participant has requested and received from the Administrator all information that the Participant, after due inquiry, deemed relevant to participating in CalTRUST. The Participant has carefully reviewed the Information Statement and JP Agreement, has discussed with CalTRUST representatives any questions the Participant may have had as to such materials, and as to the business, operations or financial condition of CalTRUST, and agrees to be bound by the terms of the Information Statement and acknowledges the terms of the JP Agreement as they relate to the Participant. The Participant understands the risks of this investment as described in the Information Statement. The Participant has taken into account that, like an investment in most securities, there is a risk of loss of this investment, and that an investment through the Series of Shares known as the “CalTRUST Medium-Term Fund” Series (the “Medium- Term Fund”) and the “CalTRUST Long-Term Fund” Series (the “Long-Term Fund”) will be relatively illiquid so that funds invested in those Funds will not be readily available. Taking into account these factors and all other factors relating to the Shares Program, the Participant has independently concluded that this investment is suitable for the Participant. 2. The Participant has consulted with its own legal, accounting, tax, investment and other advisers in connection with this investment, to the extent that the Participant has deemed necessary, including with respect to the investment of any tax-exempt bond proceeds, which may result in certain consequences if invested. Page 5 3. The Participant is duly authorized to enter into this Program Registration Form and Participation Agreement, and the person signing this Program Registration Form and Participation Agreement on behalf of the Participant is authorized to do so, under all applicable governing documents and investment objectives of the Participant, by the legislative or other governing body of the Participant, and pursuant to applicable laws. This Program Registration Form and Participation Agreement constitutes a legal, valid and binding agreement of the Participant enforceable against the Participant in accordance with its terms. 4. The Participant is either a political subdivision of a state, or an agency, authority, or instrumentality of the United States, a state or any political subdivision of a state, as those terms are used in the Investment Company Act of 1940. 5. The Participant understands that the Shares have not been registered under the Securities Act of 1933, as amended. The Participant understands that no federal or state agency has passed on the merits or fairness of this investment. 6. This Program Registration Form and Participation Agreement shall be binding on the Participant and its successors and assigns and shall inure to the benefit of the successors and assigns of CalTRUST and the Administrator. This Program Registration Form and Participation Agreement shall be governed by the laws of the State of California as such laws are applied to agreements that are made in California by California residents and that are to be performed wholly within California. 7. The Participant has reviewed CalTRUST’s Investment Policy and has determined that it satisfies, and does not conflict with, the Participant’s legal and policy requirements and investment objectives, including any limitations that the Participant has adopted that are more restrictive than State law or CalTRUST’s Investment Policy, and the Participant agrees to review the Investment Policy each time its governing body reviews its own investment policy. To the extent that the Participant has any questions or concerns about the Investment Policy, it agrees to raise these matters expediently with CalTRUST and if such questions or concerns are not addressed to the satisfaction of the Participant, it agrees to sell its Shares. 8. The Participant accepts responsibility for the investment decisions of the Investment Advisor and agrees that it will independently review the performance of the Investment Advisor as often as it deems necessary to meet all legal requirements applicable to the investment of the Participant’s funds with respect to investment decisions affecting the Participant. 9. If the Participant has in effect an annual delegation of discretionary investment power to its treasurer, such delegation to the treasurer will be in effect at all times when the Participant participates in the Shares Program. 10. The Participant has carefully reviewed and understands the important disclosures and information contained in the Information Statement concerning the requirements, and consequences for failing to comply with such requirements, with respect to the following topics:  When funds may be invested through or withdrawn from the Series of Shares known as the “CalTRUST Money Market Fund” (the “Money Market Fund”), Short-Term Fund, Medium-Term Fund and/or Long-Term Fund;  When investments will begin earning income after an investment of funds through the Money Market Fund, Short-Term Fund, Medium-Term Fund and/or Long-Term Fund;  When investments will stop earning income in connection with a withdrawal of funds from the Money Market Fund, Short-Term Fund, Medium-Term Fund and/or Long-Term Fund;  Requisite form and timing of advance notices of and timing of receipt of funds for investments through the Money Market Fund, Short-Term Fund, Medium-Term Fund and/or Long-Term Fund;  Requisite form and timing of advance notices of requests for withdrawals from the Money Market Fund, Short-Term Fund, Medium-Term Fund and/or Long-Term Fund; and  When funds to be invested through the Medium-Term Fund and/or Long-Term Fund will be automatically and temporarily invested through the Short-Term Fund, and when such funds will be automatically transferred from the Short-Term Fund and invested through the Medium-Term Fund and/or Long-Term Fund as requested. * * * Page 6 PART 4. AUTHORIZED REPRESENTATIVES (Below are the Individuals authorized to conduct transactions on behalf of the Participating Agency) The undersigned certify that any (insert number) of persons signing below as authorized representatives of the Participant have the full authority and capacity to invest funds in and withdraw funds from the Shares Program. The undersigned agree that the certifications, instructions, and authorizations contained in this Program Registration Form and Participation Agreement will remain in effect until the Administrator receives written notice of change. Authorized Representatives of: (Name of Participating Agency) Trustee or Other Fiduciary Signatures (The total number of Trustees/Fiduciaries signing below must equal or exceed the number of authorized representatives indicated in the box above) Trustee/ Fiduciary Print Name: Signature: Title: Date: Trustee/ Fiduciary Print Name: Signature: Title: Date: Trustee/Fiduciary Print Name: Signature: Title: Date: Trustee/Fiduciary Print Name: Signature: Title: Date: Additional signatures, if any, may be added on a separate sheet. * * * Page 7 PART 5. SIGNATURES (Signature required from the individual(s) authorized to approve participation in the CalTRUST Program) The undersigned hereby duly execute and deliver this Program Registration Form and Participation Agreement as of this day of , , as authorized signatories of: (Name of Participating Agency) Authorized Signatory Authorized Signatory Signature: Witness Signature (optional): Print Name: Print Name: Title: Additional Authorized Signatory (optional) Signature: Witness Signature (optional): Print Name: Print Name: Title: 20____ Costa Mesa Sanitary District ... an Independent Special District Agreement with Davis Farr Item Number:17. Recommendation/Notes: Recommendation: That the Board of Directors approve the agreement with Davis Farr. ATTACHMENTS: Description Type Agreement with Davis Farr Cover Memo Costa Mesa Sanitary District …an Independent Special District Protecting our community’s health and the environment by providing solid waste and sewer collection services. www.cmsdca.gov Memorandum To: Board of Directors From: Marc Davis, Treasurer Date: September 17, 2015 Subject: Agreement for District Treasurer Services Summary Attached is an Agreement for Consultant Services with Davis Farr LLP to serve as the District’s Treasurer. Staff Recommendation Approve the Agreement for Consultant Services with Davis Farr LLP to serve as the District’s Treasurer. Analysis The current District Treasurer services have been provided by CBIZ MHM, LLC since the District separated from the City in 2004. On June 1, 2015, CBIZ MHM, LLC sold its governmental practice located in Irvine, California, to Davis Farr LLP, an independent certified public accounting firm. All employees of CBIZ MHM, LLC as of May 31, 2015 became employees of Davis Farr LLP. The purpose of the attached agreement is to acknowledge the sale of this practice and to memorialize the continuation of District Treasurer services to be provided by Davis Farr LLP. Strategic Plan Element & Goal This item supports achieving Strategic Element No. 7.0, Finances, by ensuring the short and long-term fiscal health of the District. Legal Review The proposed Agreement for Consultant Services has been provided to the District’s Attorney for review. Board of Directors September 17, 2015 Page 2 of 2 Environmental Review Subject activity is exempt from the requirements of the California Environmental Quality Act (CEQA) (Public Resources Code Section 21000 et. seq.). Section 15300.4 of CEQA allows an agency while establishing its own procedures “to list those specific activities which fall within each of the exempt classes”, and the District has adopted “CEQA Guidelines and Implementing Procedures” that state on page 6, “”Projects” does not include….C. Continuing administrative or maintenance activities.” Financial Review There is no financial impact in changing the agreement for services from CBIZ MHM, LLC to Davis Farr LLP. Public Notice Process Copies of this report are on file and will be included with the entire agenda packet for the September 17, 2015 Board of Directors regular meeting at District Headquarters (628 W. 19th Street) and on the District’s website at www.cmsdca.gov. Alternative Actions 1. Refer the matter back to staff 2. Do not approve the agreement and direct staff to issue and RFP for Treasurer services 3. Do not approve the agreement and the Board assume the investment function 4. Do not approve the agreement and the Board delegate the investment function to an employee of the District Attachments 1. Agreement for Consultant Services 1 PSA 12 10 AGREEMENT FOR CONSULTANT SERVICES This Agreement (“AGREEMENT”) is made and effective as of June 1, 2015, between the Costa Mesa Sanitary District, a sanitary district (“DISTRICT”), and Davis Farr LLP an independent certified public accounting firm (“CONSULTANT”). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: Recitals WHEREAS, CONSULTANT is a professional accounting and consulting firm and is knowledgeable and competent to perform the services described in this AGREEMENT; and WHEREAS, on May 7, 2004, the DISTRICT and CONSULTANT (previously CBIZ Accounting, Tax and Advisory of Orange County, LLC) entered into and agreement for District Treasurer services; and WHEREAS, on January 17, 2007, the DISTRICT and CONSULTANT (previously CBIZ MHM, LLC) entered into and agreement for District Treasurer services by which CONSULTANT continues to provide District Treasurer Services; and WHEREAS, on June 1, 2015, CBIZ MHM, LLC sold the governmental practice of CBIZ MHM, LLC, located in Irvine, California, to Davis Farr LLP, an independent certified public accounting firm; and WHEREAS, on June 1, 2015, Davis Farr LLP, an independent certified public accounting firm, purchased the assets and clients of the governmental practice of CBIZ MHM, LLC, located in Irvine, California; and WHEREAS, the DISTRICT continues to desire the services of CONSULTANT to have a qualified person as approved by the Board of Directors to serve as District Treasurer. NOW, THEREFORE, the parties hereto agree as follows: 1. TERM This AGREEMENT shall commence on July 1, 2015, and shall remain and continue unless terminated. 2 PSA 12 10 2. SERVICES An approved principal or employee of CONSULTANT shall act as District Treasurer and provide the following services: (a) Prepare the annual Statement of Investment Policy. (b) Prepare the monthly Treasurer’s Report. (c) Placing and tracking District investments. (d) Attend agenda review meetings. (e) Attend Board meetings. (f) Serve as a financial resource to the Board. (g) Other projects as may be assigned by the Board or General Manager from time to time. 3. PERFORMANCE CONSULTANT shall, at all times, faithfully, competently, and to the best of his/her/its ability, experience, and talent perform all tasks described herein. CONSULTANT shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of CONSULTANT hereunder in meeting its obligations under this AGREEMENT. CONSULTANT shall warrant that all services provided and equipment installed shall perform in a workmanlike manner and be fit for its particular purpose. 4. DISTRICT MANAGEMENT The General Manager shall represent DISTRICT in all matters pertaining to the administration of this AGREEMENT, including review and approval of all products submitted by CONSULTANT. Notwithstanding the foregoing, the General Manager’s authority to enlarge the tasks to be performed or change CONSULTANT’s compensation is subject to Section 5 hereof. 5. PAYMENT (a) DISTRICT agrees to pay CONSULTANT for providing District Treasurer services at the following hourly rates. These hourly rates are inclusive of travel to District facilities. Name Classification Hourly Rate Marc Davis Partner $123 Jacque Rogers Senior 88 3 PSA 12 10 (b) CONSULTANT shall not be compensated for any services rendered in connection with its performance of this AGREEMENT that are in addition to those set forth herein, unless such additional services are requested in a written change order and are approved in advance and in writing by DISTRICT (c) CONSULTANT will submit invoices upon task completion unless otherwise agreed. Payment shall be made within thirty (30) days of receipt of each invoice as to all non-disputed fees. If DISTRICT disputes any of CONSULTANT’s fees, DISTRICT shall give written notice to CONSULTANT within thirty (30) days of receipt of an invoice of any disputed fees contained in the invoice. 6. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE (a) The DISTRICT may, at any time, for any reason, with or without cause, suspend or terminate this AGREEMENT, or any portion hereof, by serving upon the CONSULTANT written notice. Upon receipt of said notice, the CONSULTANT shall immediately cease all work under this AGREEMENT, unless the notice provides otherwise. If the DISTRICT suspends or terminates a portion of this AGREEMENT, such suspension or termination shall not make void or invalidate the remainder of this AGREEMENT. (b) In the event this AGREEMENT is terminated pursuant to this Section, the DISTRICT shall pay to CONSULTANT the actual value of the work performed up to the time of termination, provided that the work performed is of value to the DISTRICT. CONSULTANT shall immediately turn over all work-product to DISTRICT in a readily usable form. Upon termination of the AGREEMENT pursuant to this Section, the CONSULTANT will submit an invoice to the DISTRICT pursuant to Section 5. 7. DEFAULT OF CONSULTANT (a) The CONSULTANT’s failure to comply with the provisions of this AGREEMENT shall constitute a default. In the event that CONSULTANT is in default for cause under the terms of this AGREEMENT, DISTRICT shall have no obligation or duty to continue compensating CONSULTANT for any work performed after the date of default and can terminate this AGREEMENT immediately by written notice to the CONSULTANT. If such failure by the CONSULTANT to make progress in the performance of work hereunder arises out of causes beyond the CONSULTANT’s control, and without fault of negligence of the CONSULTANT, it shall not be considered a default. (b) As an alternative to the procedure for immediate termination for default set forth in subparagraph (a), if the Board of Directors determines that the CONSULTANT is in default in the performance of any of the terms or conditions of this AGREEMENT, the Board of Directors in its discretion cause to be served upon the CONSULTANT a written 4 PSA 12 10 notice of the default and demand to cure. The CONSULTANT shall have ten (10) days after service upon it of said notice to cure the default by rendering a satisfactory performance. In the event that the CONSULTANT fails to cure its default within such period of time, the DISTRICT shall have the right, notwithstanding any other provision of this AGREEMENT, to terminate this AGREEMENT without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this AGREEMENT. 8. OWNERSHIP OF DOCUMENTS (a) CONSULTANT shall maintain complete and accurate records with respect to the professional services required by this AGREEMENT and will produce the work product specified in Section 2 of this AGREEMENT and other such information required by DISTRICT that relate to the performance of services under this AGREEMENT. CONSULTANT shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. CONSULTANT shall provide free access to the representatives of DISTRICT or its designees at reasonable times to such books and records; shall give DISTRICT the right to examine and audit said books and records; shall permit DISTRICT to make transcripts therefrom as necessary; and shall allow inspection of all work, data, documents, proceedings, and activities related to this AGREEMENT. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment. (b) Upon completion, termination, or suspension of this AGREEMENT, all work product reduced to any medium and other documents prepared in the course of providing the services to be performed pursuant to this AGREEMENT shall become the sole property of the DISTRICT and may be used, reused, or otherwise disposed of by the DISTRICT without the permission of the CONSULTANT. With respect to computer files, CONSULTANT shall make available to the DISTRICT, at the CONSULTANT’s office and upon reasonable written request by the DISTRICT, the necessary computer software and hardware for purposes of accessing, compiling, transferring, and printing computer files. Said software and hardware shall be made available to DISTRICT at CONSULTANT’s cost. CONSULTANT shall also make copies of original audit documentation available to DISTRICT unless it would jeopardize the audit. 9. INDEMNIFICATION (a) Indemnification for Professional Liability. When the law establishes a professional standard of care for CONSULTANT’s services, to the fullest extent permitted by law, CONSULTANT shall indemnify, protect, defend, and hold harmless DISTRICT and any and all of its officials, employees, and agents from and against any and all losses, liabilities, damages, costs, and expenses, including attorney’s fees and 5 PSA 12 10 costs to the extent the same arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT, its officers, agents, employees, or subconsultants (or any entity or individual that CONSULTANT shall bear the legal liability thereof) in the performance of professional services under this AGREEMENT. (b) Indemnification for Other than Professional Liability. Other than in the performance of professional services and to the fullest extent permitted by law, CONSULTANT shall indemnify, defend, and hold harmless DISTRICT and any and all of its employees, officials, and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses, or costs of any kind, whether actual, alleged, or threatened, including attorney’s fees and costs, court costs, interest, defense costs, and expert witness fees), where the same arise out of, pertain to, relate to, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this AGREEMENT by CONSULTANT or by any individual or entity for which CONSULTANT is legally liable, including, but not limited to, officers, agent, employees, or subconsultants of CONSULTANT. 10. INSURANCE CONSULTANT shall maintain prior to the beginning of and for the duration of this AGREEMENT insurance coverage as follows: (1) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance; and (4) Errors and Omissions: insurance covering professional services described in the this Agreement in the amount of at least One Million Dollars per claim. (2) Minimum Limits of Insurance. Applicants shall maintain limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation limits as required by the Labor Code of the State of California. Employer’s Liability limits of $1,000,000 per accident for bodily injury or disease; and (4) Errors and Omissions: $1,000,000 each claim. (3) Insurance Endorsements. The insurance policies shall contain the following provisions, or Applicant shall provide endorsements on forms supplied or approved by the District to add the following provisions to the insurance policies: 6 PSA 12 10 (A) General Liability. The general liability policy shall be endorsed to state that: (1) the District, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insured with respect to the Work or operations performed by or on behalf of the Applicant, including materials, parts or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects the District, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Applicant’s scheduled underlying coverage. Any insurance or self-insurance maintained by the District, its directors, officials, officers, employees, agents and volunteers shall be excess of the Applicant’s insurance and shall not be called upon to contribute with it in any way. (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the District, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Applicant or for which the Applicant is responsible; and (2) the insurance coverage shall be primary insurance as respects the District, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Applicant’s scheduled underlying coverage. Any insurance or self-insurance maintained by the District, its directors, officials, officers, employees, agents and volunteers shall be excess of the Applicant’s insurance and shall not be called upon to contribute with it in any way. (C) Workers’ Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the District, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Applicant (D) Errors and Omissions covering the professional services described in this Agreement. (E) All Coverages. Each insurance policy required shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the District; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the District, its directors, officials, officers, employees, agents and volunteers. 7 PSA 12 10 (4) Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating no less than A-:VII, licensed to do business in California, and satisfactory to the District. 11. INDEPENDENT CONSULTANT (a) CONSULTANT is and shall at all times remain as to the DISTRICT a wholly independent consultant. The personnel performing the services under this AGREEMENT on behalf of CONSULTANT shall at all times be under CONSULTANT’s exclusive direction and control. Neither DISTRICT nor any of its officers, employees, or agents shall have control over the conduct of CONSULTANT or any of CONSULTANT's officers, employees, or agents, except as set forth in this AGREEMENT. CONSULTANT shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, employees, or agents of the DISTRICT. CONSULTANT shall not incur or have the power to incur any debt, obligation, or liability whatsoever against DISTRICT or bind DISTRICT in any manner. (b) No employee benefits shall be available to CONSULTANT in connection with the performance of this AGREEMENT. Except for the fees paid to CONSULTANT as provided in the AGREEMENT, DISTRICT shall not pay salaries, wages, or other compensation to CONSULTANT for performing services hereunder for DISTRICT. DISTRICT shall not be liable for compensation or indemnification to CONSULTANT for injury or sickness arising out of performing services hereunder. 12. LEGAL RESPONSIBILITIES The CONSULTANT shall keep itself informed of State and Federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this AGREEMENT. The CONSULTANT shall at all times observe and comply with all such laws and regulations. The DISTRICT and its officers and employees shall not be liable at law or in equity occasioned by failure of the CONSULTANT to comply with this Section. 13. UNDUE INFLUENCE CONSULTANT declares and warrants that no undue influence or pressure has been used against or in concert with any officer or employee of the DISTRICT in connection with the award, terms, or implementation of this AGREEMENT, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of the DISTRICT will receive compensation, directly or indirectly, from CONSULTANT or from any officer, employee, or agent of CONSULTANT in connection with the award of this AGREEMENT or any work to be conducted as a result 8 PSA 12 10 of this AGREEMENT. Violation of this Section shall be a material breach of this AGREEMENT entitling the DISTRICT to any and all remedies at law or in equity. 14. NO BENEFIT TO ARISE TO LOCAL EMPLOYEES No member, officer, or employee of DISTRICT, or their designees or agents, and no public official who exercises authority over or has responsibilities with respect to the project during his/her tenure or for one year thereafter shall have any interest, direct or indirect, in any agreement or sub-agreement, or the proceeds thereof, for work to be performed in connection with the project performed under this AGREEMENT. 15. RELEASE OF INFORMATION / CONFLICTS OF INTEREST (a) All information gained by CONSULTANT in the performance of this AGREEMENT shall be considered confidential and shall not be released by CONSULTANT without DISTRICT’s prior written authorization. CONSULTANT and its officers, employees, agents, or subconsultants shall not, without written authorization from the General Manager or unless requested by the District Counsel, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories, or other information concerning the work performed under this AGREEMENT or relating to any project or property located within the DISTRICT. Response to a subpoena or court order shall not be considered "voluntary" provided CONSULTANT gives DISTRICT notice of such court order or subpoena. (b) CONSULTANT shall promptly notify DISTRICT should CONSULTANT or its officers, employees, agents, or subconsultants be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, requests for admissions, or other discovery request, court order, or subpoena from any person or party regarding this AGREEMENT or the work performed thereunder or with respect to any project or property located within the DISTRICT. DISTRICT retains the right, but has no obligation, to represent CONSULTANT and/or be present at any deposition, hearing, or similar proceeding. CONSULTANT agrees to cooperate fully with DISTRICT and to provide the opportunity to review any response to discovery requests provided by CONSULTANT. However, DISTRICT's right to review any such response does not imply or mean that DISTRICT has a right to control, direct, or rewrite said response. (c) CONSULTANT covenants that neither he/she/it nor any officer or principal of their firm have any interest in, or shall acquire any interest, directly or indirectly, which will conflict in any manner or degree with the performance of their services hereunder. CONSULTANT further covenants that in the performance of this AGREEMENT, no person having such interest shall be employed by it/them as an officer, employee, agent, or subconsultant. CONSULTANT further covenants that CONSULTANT has not contracted with nor is performing any services, directly or indirectly, with any developer(s) and/or property owner(s) and/or firm(s) and/or partnership(s) owning 9 PSA 12 10 property in the DISTRICT or the study area and further covenants and agrees that CONSULTANT and/or its subconsultants shall provide no service or enter into any agreement or agreements with a/any developer(s) and/or property owner(s) and/or firm(s) and/or partnership(s) owning property in the DISTRICT or the study area prior to the completion of the work under this AGREEMENT. 16. NOTICES Any notices which either party may desire to give to the other party under this AGREEMENT must be in writing and may be given by: (i) personal service, (ii) delivery by a reputable document delivery service, such as, but not limited to, Federal Express, which provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by notice: To DISTRICT: Costa Mesa Sanitary District 628 West 19th Street Costa Mesa, California 92627 Attn: District Clerk To CONSULTANT: Davis Farr LLP 2301 Dupont Drive, Suite 200 Irvine, California 92612 Attn: Marc Davis, Partner 17. ASSIGNMENT The CONSULTANT shall not assign the performance of this AGREEMENT, nor any part thereof, nor any monies due hereunder, without prior written consent of the DISTRICT. 18. LICENSES At all times during the term of this AGREEMENT, CONSULTANT shall have in full force and effect all licenses required of it by law for the performance of the services described in this AGREEMENT. 19. GOVERNING LAW DISTRICT and CONSULTANT understand and agree that the laws of the State of California shall govern the rights, obligations, duties, and liabilities of the parties to 10 PSA 12 10 this AGREEMENT and also govern the interpretation of this AGREEMENT. Any litigation concerning this AGREEMENT shall take place in the superior or federal district court with jurisdiction over the DISTRICT. 20. ENTIRE AGREEMENT This AGREEMENT contains the entire understanding between the parties relating to the obligations of the parties described in this AGREEMENT. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged into this AGREEMENT and shall be of no further force or effect. Each party is entering into this AGREEMENT based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material. 21. MODIFICATION No modification to this AGREEMENT shall be effective unless it is in writing and signed by authorized representatives of the parties hereto. This written modification requirement cannot be waived. 22. AUTHORITY TO EXECUTE THIS AGREEMENT The person or persons executing this AGREEMENT on behalf of CONSULTANT warrant(s) and represent(s) that he/she/they has/have the authority to execute this AGREEMENT on behalf of the CONSULTANT and has/have the authority to bind CONSULTANT to the performance of its obligations hereunder. 23. INTERPRETATION In the event of conflict or inconsistency between this AGREEMENT and any other document, including any proposal or Exhibit hereto, this AGREEMENT shall control unless a contrary intent is clearly stated. 11 PSA 12 10 24. BUSINESS LICENSE CONSULTANT shall obtain a business license from the City of Costa Mesa unless legally exempt. IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed this day and year first above written. COSTA MESA SANITARY DISTRICT DAVIS FARR LLP ___________________________ ___________________________ ______________, President Marcus D. Davis, Partner ______ ______________, Secretary ATTEST: ____________________________ District Clerk APPROVED TO FORM: ____________________________ District Counsel