Agenda packet — Brea City Council, March 18, 2025 (part 4 of 5)

DIRECT SERVICES
3024958.2
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EXHIBIT B:

DIRECT SERVICES
Page B-1 Franchise Agreement, Exhibit B
3024958.2
The following Exhibits (B1 through B4) describe the programs that, in aggregate, represent the direct services to be performed under this Agreement by Contractor.

Each of the following Exhibits (B1 through B4) present the programs to be provided to each customer type by Contractor. Within each program descripƟon are specific requirements for the:
 Type and size of containers or service level to be offered by Contractor under each program.  Frequency of service to be offered by Contractor to customers.  LocaƟon of service, including an indicaƟon of whether or not addiƟonal charges may apply if a customer selects a locaƟon that is more costly to serve (e.g., back-yard service).  Materials that are acceptable or prohibited within the program.  Provision of addiƟonal services to the customer if the standard service levels are inadequate, either on a regular or periodic basis, and an indicaƟon of whether or not addiƟonal charges may apply.  Other requirements and consideraƟons of the program.

Contractor shall provide the services for each program described in accordance with the specific program requirements detailed in Exhibits B1 through B4 and Contractor shall promote such programs using the public educaƟon and outreach methods described in Exhibit C. 3024958.2
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3024958.2
EXHIBIT B1:

SINGLE-FAMILY RESIDENTIAL SERVICES
3024958.2
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EXHIBIT B1

SINGLE-FAMILY RESIDENTIAL SERVICES
Page B1-1 Franchise Agreement, Exhibit B1
3024958.2

1. Recyclable Materials Collection
Contractor shall collect recyclable materials placed in Contractor-provided containers one Ɵme per week from single-family customers and transport all recyclable materials to the approved recyclable materials processing facility for processing.

Containers: Carts
Container Sizes: 64- and 96-gallons (or comparable sizes approved by City).

Standard container size is 96-gallon. 64-gallon service shall be made available for no reducƟon in charge, upon request by customer.

Service Frequency: One Ɵme per week on the same day as organic materials and solid waste collecƟon services
Service LocaƟon: Curbside or alley
Acceptable Materials: Recyclable materials
Prohibited Materials: Solid waste, organic materials, special waste, and excluded waste AddiƟonal Service: Single-family customers shall receive one recyclable materials cart standard and may request an unlimited number of addiƟonal recyclable materials carts at no addiƟonal charge.

Other Requirements: Contractor may refuse to collect a recyclable materials container that contains prohibited container contaminants in the manner and subject to the limits described in SecƟon 5.10 and provided that Contractor leaves a non-collecƟon noƟce in accordance with SecƟon 6.3.B. Contractor shall keep a record of all non-collecƟon noƟces and courtesy pick-up noƟces issued to customers, recording at a minimum the date, customer address, and material type of the container in quesƟon.

2. Organic Materials Collection
Contractor shall collect organic materials placed in Contractor-provided carts one Ɵme per week from single-family customers and transport all organic materials to the approved organic materials processing facility for processing.

Containers: Carts
Container Sizes: 32-, 64-, and 96-gallons (or comparable size approved by City). Standard container size is 96-gallon. 64- or 32-gallon service shall be made available for no reducƟon in charge, upon request by customer.

Service Frequency: One Ɵme per week on the same day as recyclable materials and solid waste collecƟon services
Service LocaƟon: Curbside
Acceptable Materials: Organic materials (including yard trimmings and food waste) Prohibited Materials: Recyclable materials, solid waste, special waste, and excluded waste AddiƟonal Service: Single-family customers shall receive one organic materials cart standard.

Contractor shall provide addiƟonal organic materials carts to single-family customers upon request and may charge the appropriate rate approved by City.

EXHIBIT B1

SINGLE-FAMILY RESIDENTIAL SERVICES
Page B1-2 Franchise Agreement, Exhibit B1
3024958.2
Other Requirements: Contractor shall make available, to all single-family customers, kitchen pails for customer purchase at the rate in the approved rate schedule. City shall approve kitchen pail specificaƟons prior to ordering and distribuƟon. Upon City request, Contractor will make available pails that are provided by City at Contractor’s faciliƟes located in Anaheim for pick-up by customers. Contractor may request idenƟficaƟon to confirm City residency.

If the approved organic materials processing facility accepts compostable plasƟc bags, single-family customers may place organic materials in compostable plasƟc bags and then place the bagged organic materials into their organic materials carts for collecƟon. Such bags must be labeled as “compostable” by the manufacturer and cerƟfied by BPI. Contractor shall submit the required compostable plasƟc processing noƟficaƟons in accordance with SecƟon 5.1.I and Exhibit F.

Contractor may refuse to collect an organic materials container that contains prohibited container contaminants in the manner and subject to the limits described in SecƟon 5.10 and provided that Contractor leaves a non-collecƟon noƟce in accordance with SecƟon 6.3.B. Contractor shall keep a record of all non-collecƟon noƟces and courtesy pick-up noƟces issued to Customers, recording at a minimum the date, customer address, and material type of the container in quesƟon.

3. Solid Waste Collection
Contractor shall collect solid waste placed in Contractor-provided carts one Ɵme per week from singlefamily customers and transport all solid waste to the designated disposal facility for disposal.

Containers: Carts
Container Sizes: 32-, 64-, and 96-gallons (or comparable sizes approved by City). Standard Container size is 96-gallon. 64- or 32-gallon service shall be made available for no reducƟon in charge, upon request by customer.

Service Frequency: One Ɵme per week on the same day as recyclable materials and organic materials collecƟon services
Service LocaƟon: Curbside
Acceptable Materials: Solid waste
Prohibited Materials: Recyclable materials, organic materials, special waste, and excluded waste AddiƟonal Service: Contractor shall provide addiƟonal solid waste carts to single-family customers upon request and may charge the appropriate rate approved by City.

Other Requirements: None

4. On-Call Bulky Goods/Reusable Materials Collection
Contractor shall collect bulky goods, reusable materials, and other materials described herein from singlefamily customers. Contractor shall transport all collected materials to the appropriate approved facility or designated disposal facility for reuse, processing, or disposal.

EXHIBIT B1

SINGLE-FAMILY RESIDENTIAL SERVICES
Page B1-3 Franchise Agreement, Exhibit B1
3024958.2
Containers: Not applicable
Service Level: Up to 20 bulky goods/reusable materials
Service Frequency: Three pick-ups per year per household. A customer is allowed up to three bulky item pick-up requests in a calendar year. Any request aŌer a third pick-up is subject to addiƟonal pick-up charges outlined in Exhibit D.

Service LocaƟon: Curbside
Acceptable Materials: Reusable materials, bulky goods, recyclable materials, yard trimmings, e-waste, and solid waste
Prohibited Materials: Food scraps, hazardous substances, abandoned automobiles, trees, excluded waste, electronic waste, construcƟon and demoliƟon waste including roofing, lumber, concrete, masonry, stucco, Ɵle, carpet cuts, or any single item (e.g., large auto parts, etc.) that two people cannot safely handle.

AddiƟonal Service: Contractor shall collect addiƟonal acceptable materials (as described herein) that exceed the required service level (as requested by customer) and may charge the appropriate rates approved by City for such addiƟonal service.

Other Requirements: Contractor shall provide the service to the customer within a reasonable Ɵme but not longer than seven days of the customer’s requested service date, as mutually agreed upon by the customer and Contractor. Contractor shall not dispose of materials collected through the on-call bulky goods/reusable materials collecƟon program unless the materials cannot be reused or recycled.

Contractor shall process and dispose of bulky goods and reusable materials collected from customers in accordance with the following hierarchy: (1) reuse as is (where energy efficiency is not compromised); (2) disassemble for reuse or recycling; (3) recycle or compost; and if none of the other opƟons are pracƟcable; then, (4) dispose.

5. Holiday Tree Collection
Annually, commencing the day aŌer December 25 and three weeks thereaŌer, Contractor shall collect holiday trees from single-family customers. Customers are required to place the holiday trees curbside on the customer’s regularly scheduled collecƟon day. Holiday trees must be removed from stands; cut into lengths no longer than four feet; and, be free of ornaments, garlands, Ɵnsel, flocking, or other decoraƟons.

Contractor shall not be required to collect holiday trees that do not meet such criteria. Contractor shall affix a non-collecƟon noƟce to any non-collected tree informing the customer of the reason(s) for noncollecƟon. Contractor may charge City-approved rates to return and collect a previously non-collected holiday tree that has been corrected and set out. Contractor shall deliver all collected holiday trees to the approved organic materials processing facility for processing.

Holiday tree collecƟon services shall be provided at no addiƟonal cost to City or the customer.

6. Alternative Service Location for Disabled Single-Family Customers Contractor shall allow for persons that have a disability as defined by the Americans with DisabiliƟes Act (42 U.S.C. §§ 12101-12213 and 27 U.S.C. §§ 225 and 611, and all regulaƟons relaƟng thereto) that are occupants of single-family premises to receive collecƟon services at a locaƟon other than curbside at no extra charge to the customer. Contractor shall review all applicaƟons (which shall include statements from EXHIBIT B1

SINGLE-FAMILY RESIDENTIAL SERVICES
Page B1-4 Franchise Agreement, Exhibit B1
3024958.2
physicians) made by customers to determine conformance with this exempƟon provision and shall grant exempƟons, if applicable. Contractor shall make reasonable accommodaƟons with regard to provision of and servicing of containers (e.g., container size and type, placement of containers for collecƟon) at no addiƟonal cost to the customer. In the event of a dispute as to whether or not a customer is enƟtled to this service, City shall make the final determinaƟon. Upon customer request, Contractor may make such alternaƟve service locaƟons available to single-family customers that do not have a disability (as defined herein) for an addiƟonal, City-approved rate.

7. Sharps Collection Program
Contractor shall assist City in promoƟng the County’s Sharps CollecƟon Program, including adverƟsing the event on Contractor’s website.

8. Temporary Bin Service
Contractor shall provide exclusive temporary bin service to customers upon request for collecƟon of solid waste, recyclable materials, and organic materials. Contractor shall deliver a temporary bin to a customer by the following business day, if requested by 12:00 p.m.; otherwise, delivery shall be no later than the second business day. Rates for temporary bin service are listed separately in the approved rate schedule.

9. Curbside Grease Collection Program
If ever required by the applicable sanitaƟon district or other regulatory agency, Contractor shall design a program for the collecƟon of grease, fat, oils, and similar waste generated from household cooking acƟviƟes (the “Curbside Grease CollecƟon Program”) that the City Manager approves. Contractor shall be responsible to ensure the Curbside Grease CollecƟon Program complies with all applicable laws. At such Ɵme as a Curbside Grease CollecƟon Program is implemented and in order to ensure that Contractor is fairly compensated for any addiƟonal costs incurred in implemenƟng such a program, Contractor and City shall meet and confer in good faith to determine a fair and reasonable adjustment to the maximum rates set forth on Exhibit D in order to compensate Contractor for implemenƟng such a program.

10. Residential Non-Controlled Medication Collection Program Contractor shall assist City in increasing awareness of medicaƟon takeback programs provided by local pharmacies or programs offered by other government enƟƟes, including the Brea Police Department’s annual medicaƟon take-back day. PromoƟonal acƟviƟes shall include posƟng on Contractor’s website, inclusion in the annual brochures/mailings mailed to each residenƟal premises customer, and press releases to local news outlets.

11. Household Hazardous Contaminant Program
Contractor shall assist City in increasing awareness of the County’s drop-off locaƟons for HHW, including drop-off at Contractor’s Anaheim (CVT) and HunƟngton Beach faciliƟes. PromoƟonal acƟviƟes shall include posƟng on Contractor’s website, inclusion in the annual brochures/mailings mailed to each residenƟal premises customer, billing inserts, social media targeted outreach, and press releases to local news outlets.

EXHIBIT B1

SINGLE-FAMILY RESIDENTIAL SERVICES
Page B1-5 Franchise Agreement, Exhibit B1
3024958.2

12. Solid Waste Extra Collection
Upon customer request and prepayment of the rate included in the rate schedule, Contractor shall return to service and collect all three residenƟal carts (organics materials, recycling, and refuse carts). 3024958.2
EXHIBIT B2:

MULTI-FAMILY RESIDENTIAL SERVICES
3024958.2
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EXHIBIT B2

MULTI-FAMILY RESIDENTIAL SERVICES
Page B2-1 Franchise Agreement, Exhibit B2
3024958.2

1. Recyclable Materials Collection
Contractor shall collect recyclable materials placed in Contractor-provided containers from mulƟ-family customers receiving solid waste bin service in accordance with the approved rate schedule and shall transport all recyclable materials to the approved recyclable materials processing facility for processing.

Recyclable materials collecƟon services shall be provided to mulƟ-family customers in accordance with the approved rate schedule.

Containers: Container sizes and service frequencies as defined in Exhibit D Service LocaƟon: To avoid potenƟal safety concerns, and in accordance with the City Code, the service locaƟon will be designated by the customer, subject to Contractor confirmaƟon of the service locaƟon for safe collecƟon operaƟons at the mulƟfamily premises.

Acceptable Materials: Recyclable materials
Prohibited Materials: Organic materials, solid waste, special waste, and excluded waste AddiƟonal Service: Special pick-ups requested by a customer, on days other than the regularly scheduled collecƟon day, shall be available at an approved addiƟonal charge.

Other Requirements: Contractor shall contact each mulƟ-family customer to determine appropriate container sizes and service frequency. Contractor shall deliver recyclable materials containers to each mulƟ-family customer at the same Ɵme that Contractor delivers solid waste containers.

Contractor shall open and close gates, push and/or pull containers, lock and unlock containers, or perform other services as reasonably necessary to access and service containers (addiƟonal charge may apply).

Contractor may refuse to collect a recyclable materials container that contains prohibited container contaminants in the manner and subject to the limits described in SecƟon 5.10 and provided that Contractor leaves a non-collecƟon noƟce in accordance with SecƟon 6.3.B. Contractor shall keep a record of all non-collecƟon noƟces and courtesy pick-up noƟces issued to customers, recording at a minimum the date, customer address, and material type of the container in quesƟon.

2. Organic Materials Collection
Contractor shall collect organic materials in Contractor-provided containers not less than one Ɵme per week (unless a customer has a City-approved organic materials waiver) from mulƟ-family customers and transport all organic materials to the approved organic materials processing facility for processing. Organic materials collecƟon services shall be provided to mulƟ-family customers receiving solid waste bin service in accordance with the approved rate schedule.

Containers: Container sizes and service frequencies as defined in Exhibit D Service LocaƟon: To avoid potenƟal safety concerns, and in accordance with the City Code, the service locaƟon will be designated by the customer subject to Contractor confirmaƟon of the service locaƟon for safe collecƟon operaƟons at the mulƟfamily premises EXHIBIT B2

MULTI-FAMILY RESIDENTIAL SERVICES
Page B2-2 Franchise Agreement, Exhibit B2
3024958.2
Acceptable Materials: Organic materials (including yard trimmings and food waste) Prohibited Materials: Recyclable materials, solid waste, special waste, and excluded waste AddiƟonal Service: Special pick-ups requested by a customer, on days other than their regularly scheduled collecƟon day, will be available at an approved addiƟonal charge.

Other Requirements: Contractor shall make available for purchase kitchen pails designed to contain food scraps prior to placement in the customer’s organic materials container to all mulƟ-family dwelling units at rates in the approved rate schedule. City shall approve kitchen pail specificaƟons prior to ordering and distribuƟon.

Upon City or customer request, Contractor shall contact each mulƟ-family customer to determine appropriate container sizes and service frequency.

Contractor shall deliver organic materials containers to each mulƟ-family customer at the same Ɵme that Contractor delivers solid waste containers.

Contractor shall open and close gates, push and/or pull containers, lock and unlock containers, or perform other services as reasonably necessary to access and empty containers (addiƟonal charge may apply).

Contractor may refuse to collect an organic materials container that contains prohibited container contaminants in the manner and subject to the limits described in SecƟon 5.10 and provided that Contractor leaves a non-collecƟon noƟce in accordance with SecƟon 6.3.B. Contractor shall keep a record of all non-collecƟon noƟces and courtesy pick-up noƟces issued to customers, recording at a minimum the date, customer address, and material type of the container in quesƟon.

3. Solid Waste Collection
Contractor shall collect solid waste placed in Contractor-provided containers not less than one Ɵme per week from mulƟ-family customers and transport all solid waste to the designated disposal facility for disposal.

Containers: Container sizes and service frequencies as defined in Exhibit D.

Service LocaƟon: To avoid potenƟal safety concerns, and in accordance with the City Code, the service locaƟon will be designated by the customer subject to Contractor confirmaƟon of the service locaƟon for safe collecƟon operaƟons at the mulƟfamily premises.

Acceptable Materials: Solid waste
Prohibited Materials: Recyclable materials, organic materials, special waste, and excluded waste AddiƟonal Service: Special pick-ups requested by a customer, on days other than their regularly scheduled collecƟon day, will be available at an approved addiƟonal charge.

Other Requirements: Contractor shall contact each mulƟ-family customer to determine appropriate container sizes and service frequency.

EXHIBIT B2

MULTI-FAMILY RESIDENTIAL SERVICES
Page B2-3 Franchise Agreement, Exhibit B2
3024958.2

4. Bulky Good/Reusable Materials Collection
Contractor shall collect bulky goods, reusable materials, and other materials described herein from mulƟfamily customers. Contractor shall transport all collected materials to the appropriate approved facility for reuse, processing, or disposal.

Containers: Not applicable
Service Level: MulƟ-family premises with cart service receive the same service level as singlefamily, see Exhibit B1.4. MulƟ-family premises with bin service may request bulky good pick-ups at the rates idenƟfied in Exhibit D, see Exhibit B3.5.

Service Frequency: MulƟ-family premises with cart services – same as single-family. MulƟ-family with bin service – by request at rates idenƟfied in Exhibit D. Twenty item limit per collecƟon based on rates idenƟfied in Exhibit D.

Service LocaƟon: Curbside for mulƟ-family premises with cart services. For mulƟ-family premises with bin service, aŌer a confirmed acknowledgment by Contractor of the bulky item pick-up request by the customer, the item(s) to be removed shall be set out near the acƟvely serviced locaƟon of the customers container(s) or enclosure.

The item(s) placed near the container(s) or enclosure shall be set out in a manner that is unobstructed from objects unrelated to the bulky item requested to be removed and shall be placed in a manner that can safely be extracted from the set-out locaƟon by hand. Any bulky items set out that are obstructed or cannot be safely extracted may not be removed from the setout locaƟon.

Acceptable Materials: Reusable materials, bulky goods, recyclable materials, yard trimmings, electronic waste, and solid waste
Prohibited Materials: Food scraps, hazardous substances, abandoned automobiles, trees, excluded waste, electronic waste, construcƟon and demoliƟon waste including roofing, lumber, concrete, masonry, stucco, Ɵle, carpet cuts, or any single item (e.g., large auto parts, etc.) that two people cannot safely handle.

AddiƟonal Service: N/A
Other Requirements: Contractor shall provide the service to the customer within seven working days of the customer’s requested service date, as mutually agreed upon by the customer and Contractor. Customer may request pick-up of a maximum of 20 bulky goods at each pick-up. Contractor shall not dispose of materials collected through the on-call bulky goods/reusable materials collecƟon program unless the materials cannot be reused or recycled. Contractor shall process and dispose of bulky goods and reusable materials collected from customers in accordance with the following hierarchy: (1) reuse as is (where energy efficiency is not compromised); (2) disassemble for reuse or recycling; (3) recycle or compost; and, if none of the other opƟons are pracƟcable, (4) dispose.

5. Holiday Tree Collection
Annually, commencing the day aŌer December 25 and three weeks thereaŌer, or as otherwise approved by the City Manager, Contractor shall provide collecƟon services as needed to collect holiday trees from mulƟ-family customers at a mutually agreed upon Ɵme, date, and designated collecƟon locaƟon, as EXHIBIT B2

MULTI-FAMILY RESIDENTIAL SERVICES
Page B2-4 Franchise Agreement, Exhibit B2
3024958.2
arranged by the Contractor and each mulƟ-family property owner or manager. Contractor shall offer each mulƟ-family property owner or manager the opƟon to receive holiday tree collecƟon service in bins or roll-off boxes, which Contractor shall provide for such service.

Holiday trees must be removed from stands; cut into lengths no longer than four feet; and, be free of ornaments, garlands, Ɵnsel, flocking, or other decoraƟons. Contractor shall not be required to collect holiday trees that do not meet the aforemenƟoned criteria and/or are not placed at the agreed upon collecƟon locaƟon, container, and Ɵme period. Contractor shall affix a non-collecƟon noƟce to any noncollected holiday tree informing the customer of the reason(s) for non-collecƟon. 3024958.2
EXHIBIT B3:

COMMERCIAL SERVICES
3024958.2
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EXHIBIT B3

COMMERCIAL SERVICES
Page B3-1 Franchise Agreement, Exhibit B3
3024958.2

1. Recyclable Materials Collection
Contractor shall collect recyclable materials placed in Contractor-provided containers from commercial customers subscribing to recyclable materials collecƟon service and transport all recyclable materials to the approved recyclable materials processing facility for processing. Recyclable materials collecƟon services shall be provided to commercial customers in accordance with the approved rate schedule.

Containers: Carts, bins, roll-off boxes, and compactors sizes and service frequencies as defined in Exhibit D
Service LocaƟon: To avoid potenƟal safety concerns, and in accordance with the City Code, the service locaƟon will be designated by the customer subject to Contractor confirmaƟon of the service locaƟon for safe collecƟon operaƟons at the commercial premises
Acceptable Materials: Recyclable Materials
Prohibited Materials: Organic materials, solid waste, special waste, and excluded waste AddiƟonal Service: Special pick-ups requested by a customer, on days other than the regularly scheduled collecƟon day, shall be available at an approved addiƟonal charge.

Other Requirements: Upon City or customer request, Contractor shall contact each commercial customer to determine appropriate container sizes and service frequency.

Contractor shall deliver recyclable materials containers to each commercial customer at the same Ɵme that Contractor delivers solid waste containers, unless that commercial customer is exempted from recyclable materials services by City or has demonstrated to City that it is diverƟng recyclable materials through subscripƟon with another City-approved hauler, or other City-approved method.

2. Organic Materials Collection
Contractor shall collect organic materials placed in Contractor-provided containers not less than one Ɵme per week from commercial customers and transport all organic materials to the approved organic materials processing facility for processing. Organic materials collecƟon services shall be provided to commercial customers in accordance with the approved rate schedule.

Containers: Carts, bins, roll-off boxes, and compactors sizes and service frequencies as defined in Exhibit D
EXHIBIT B3

COMMERCIAL SERVICES
Page B3-2 Franchise Agreement, Exhibit B3
3024958.2
Service LocaƟon: To avoid potenƟal safety concerns, and in accordance with the City Code, the service locaƟon will be designated by the customer subject to Contractor confirmaƟon of the service locaƟon for safe collecƟon operaƟons at the commercial premises.

Acceptable Materials: Organic materials (including yard trimmings and food scraps) Prohibited Materials: Recyclable materials, solid waste, special waste, and excluded waste AddiƟonal Service: Special pick-ups requested by a customer, on days other than the regularly scheduled collecƟon day, shall be available at an approved addiƟonal charge.

Other Requirements: Contractor shall contact each commercial customer to determine appropriate container sizes and service frequency. Contractor shall deliver organic materials containers to each commercial customer at the same Ɵme that Contractor delivers solid waste containers, unless that commercial customer is exempted from organic materials services by City or has demonstrated to City that it is diverƟng organic materials through subscripƟon with another City-approved hauler, or other City-approved method.

Contractor may refuse to collect an organic materials container that contains prohibited container contaminants in the manner and subject to the limits described in SecƟon 5.10 and provided that Contractor leaves a non-collecƟon noƟce in accordance with SecƟon 6.3.B. Contractor shall keep a record of all non-collecƟon noƟces and courtesy pick-up noƟces issued to customers, recording at a minimum the date, customer address, and material type of the container in quesƟon.

3. Solid Waste Collection
Contractor shall collect solid waste placed in Contractor-provided containers not less than one Ɵme per week from commercial customers and transport all solid waste to the designated disposal facility for disposal. Solid waste collecƟon services shall be provided to commercial customers in accordance with the approved rate schedule.

Acceptable Materials: Solid waste
Prohibited Materials: Recyclable materials, organic materials, special waste, and excluded waste AddiƟonal Service: Special pick-ups requested by a Customer, on days other than the regularly scheduled collecƟon day, shall be available at an approved addiƟonal charge.

EXHIBIT B3

COMMERCIAL SERVICES
Page B3-3 Franchise Agreement, Exhibit B3
3024958.2
Other Requirements: Contractor shall contact each commercial customer to determine appropriate container sizes and service frequency.

4. Temporary Bin Service
Contractor shall provide exclusive temporary bin service to customers upon request for collecƟon of solid waste, recyclable materials, and organic materials. Contractor shall deliver a temporary bin to a customer by the following business day, if requested by 12:00 pm; otherwise, delivery shall be no later than the second business day. Rates for temporary bin service are listed separately in the approved rate schedule.

5. Bulky Good/Reusable Materials Collection
Contractor shall collect bulky goods, reusable materials, and other materials described herein from commercial customers at the rates included in Exhibit D. Contractor shall transport all collected materials to the appropriate approved facility for reuse, processing, or disposal.

Containers: Not applicable
Service Level: Commercial premises may request bulky good pick-ups at the rates idenƟfied in Exhibit D. Twenty item limit, per collecƟon, based on rates idenƟfied in Exhibit D.

Service Frequency: There is no limit on the amount of requests with collecƟon provided at rates idenƟfied in Exhibit D.

Service LocaƟon: Default is curbside for commercial premises, or if curbside is not applicable or causes safety concerns locaƟon will be at mutually agreed upon locaƟon by customer and Contractor.

Acceptable Materials: Reusable materials, bulky goods, recyclable materials, yard trimmings, electronic waste, and solid waste
Prohibited Materials: Food scraps, hazardous waste, abandoned automobiles, trees, excluded waste, special waste, or any single item (e.g., large auto parts) that exceeds 200 pounds in weight
AddiƟonal Service: N/A
Other Requirements: Contractor shall provide the service to the customer within seven working days of the customer’s requested service date, as mutually agreed upon by the customer and Contractor. Customer may request pick-up of a maximum of 20 bulky goods at each pick-up charged at rates in Exhibit D. Contractor shall not dispose of materials collected through the on-call bulky goods/reusable materials collecƟon program unless the materials cannot be reused or recycled.

Contractor shall process and dispose of bulky goods and reusable materials collected from customers in accordance with the following hierarchy: (1) reuse as is (where energy efficiency is not compromised); (2) disassemble for reuse or recycling; (3) recycle or compost; and, if none of the other opƟons are pracƟcable, (4) dispose.
3024958.2
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3024958.2
EXHIBIT B4:

CITY AND COMMUNITY SERVICES AND DATA
3024958.2
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EXHIBIT B4

CITY AND COMMUNITY SERVICES AND DATA
Page B4-1 Franchise Agreement, Exhibit B4
3024958.2

1. Services to City Facilities
Contractor shall collect recyclable materials, organic materials, bulky goods, and solid waste from City faciliƟes, including collecƟon of street sweeping solid waste, in the same manner as those services are provided to commercial customers and shall provide designated personnel in accordance with SecƟon

6.7.D. Contractor shall provide service to all exisƟng City faciliƟes idenƟfied in Exhibit B4 as well as any future City faciliƟes established aŌer the EffecƟve Date. Contractor shall provide these services at no addiƟonal cost to City. City facility service as described by this SecƟon shall include unlimited roll-off box collecƟon service, including construcƟon and demoliƟon roll-off boxes to support City construcƟon and demoliƟon projects, and periodic bulky goods collecƟon. Contractor shall deliver roll-off boxes within 24 hours of City request. Contractor shall collect, empty, and return roll-off boxes within 24 hours of City request. Contactor shall remove and not return roll-off boxes within 24 hour of City request.

2. Emergency Services
Contractor shall provide and maintain a current emergency list of responsible personnel to be contacted in the event of an emergency. Contractor shall provide emergency services (i.e., special collecƟons, transport, processing, and disposal) at the request of the City Manager in the event of major accidents, disrupƟons, or natural calamiƟes. Contractor shall be capable of providing emergency services within 24 hours of noƟficaƟon by the City Manager or as soon thereaŌer as is reasonably pracƟcal in light of the circumstances. For any services that exceed the scope of services under this Agreement, Contractor shall be enƟtled to compensaƟon at the emergency service rates approved under this Agreement. City shall have discreƟon in the method of such compensaƟon between direct payments by City and allowing such costs to be considered in the adjustment of rates for the following rate period.

3. Shredding Event(s)
Contractor shall provide an on-site mobile shredding service for use by City residents (a “Shredding Event”) one Ɵme per calendar year at no addiƟonal charge. The Shredding Event shall be provided at a date, Ɵme, and locaƟon designated and approved by the City Manager and shall be for a minimum of three hours in duraƟon. In the event inclement weather prevents a Shredding Event from occurring, Contractor shall reschedule the Shredding Event to a date, Ɵme, and locaƟon designated and approved by the City Manager. The Shredding Event shall be conducted at Contractor’s sole cost and expense, uƟlizing equipment, personnel, and methods appropriate for such event, as approved by the City Manager. Prior to each Shredding Event, Contractor shall coordinate with City staff and/or public safety personnel to make arrangements for safe, convenient, and effecƟve access to and parƟcipaƟon by City residents in the Shredding Event and shall procure all necessary insurance coverage. Contractor shall provide staff to assist with verifying residency, distribuƟng educaƟonal materials, assisƟng with traffic control, and providing other opportuniƟes of outreach/educaƟon to the community as determined by City staff. Each Shredding Event shall be designed to accommodate up to a maximum of five “Bankers” boxes of paper or other media suitable for shredding from each residenƟal and mulƟ-family premises customer that is parƟcipaƟng in the Shredding Event. ParƟcipants are allowed to observe the shredding of their materials during the Shredding Event. Contractor shall publicize each Shredding Event through methods, and using materials, approved by the City Manager, at no cost to City.

EXHIBIT B4

CITY AND COMMUNITY SERVICES AND DATA
Page B4-2 Franchise Agreement, Exhibit B4
3024958.2

4. Procurement of Organic Waste Products
A. Annual Requirements. Contractor shall assist City to procure sufficient California derived compost, mulch, and/or renewable natural gas to meet City’s requirement for recovered organic waste products of 0.08 tons per capita per year as specified in SB 1383.

Contractor shall annually perform the following activities:

1. Compost/Mulch Give-Away Events. Contractor shall distribute an annual total of at least 20 tons (or a higher amount, if requested by the City) of compost and/or mulch to Brea residents at no additional cost to City or customers at one public compost/mulch give-away event per contract year (such that Contractor shall provide at least 500 bags per event). The location, date, and time of such events shall be mutually agreed upon by Contractor and the City Manager and may be held in conjunction with other City-approved events. Contractor shall deliver the loose or bagged compost/mulch to the agreed-upon event location at no cost to City. Contractor shall provide at least one attendant for at least six hours per event. Any compost and or mulch given away to the community through this program shall count towards Contractor’s obligations to provide City with the amount of organic waste products required under SB 1383.

2. Use of RNG. Contractor shall use reasonable business efforts to use California-derived renewable natural gas in collection vehicles and provide City the necessary SB 1383 implementation record documentation if RNG is utilized.

B. Other Requirements. City will notify Contractor by January 1 of each calendar year if any further assistance will be requested by the Contractor to support the City in achieving the City’s SB 1383 organic waste procurement requirements in addition to the annual requirements in Section 4.A of this Exhibit B4 above. Possible support includes, but is not limited to the following:

1. Bulk Compost and/or Mulch. If requested by City, Contractor shall provide bulk compost, mulch, or both to assist City to achieve City’s recovered organic waste product purchasing requirements. City will notify Contractor of City’s needs for delivery of compost, mulch, or both, each calendar year by January 1 or with a minimum of two weeks’ notice for sudden requests to allow Contractor time to make the necessary arrangements. City requests shall include the desired tonnage of each material type and location for delivery. Contractor shall deliver compost, mulch, or both, at an agreed upon date and time by the City Manager to any mutually agreed upon location within City limits. City will review the quality specifications provided by Contractor of the selected material type for any given application.

Contractor shall be entitled to compensation for actual costs of providing compost and mulch. Contractor shall provide City with copies of supporting documentation, such as invoices from compost/mulch producers, for the purchase of compost/mulch, and transportation invoices from providers that deliver the compost/mulch. City shall remit compensation directly to Contractor through payment of monthly invoices submitted by Contractor.

2. Other SB 1383 Compliant Methods. If requested by the City, Contractor, as part of the City’s annual procurement support request, may utilize other methods approved by CalRecycle or applicable law to assist the City to achieve the procurement requirements including provision of organic material to third parties through direct service provider agreements, purchase of EXHIBIT B4

CITY AND COMMUNITY SERVICES AND DATA
Page B4-3 Franchise Agreement, Exhibit B4
3024958.2
procurement compliance attributes, or other methods of compliance that are approved by CalRecycle. Contractor shall provide City with copies of supporting documentation, such as invoices from third parties, for these arrangements, and any other information required for inclusion in the City’s SB 1383 implementation record. City shall remit compensation directly to Contractor through payment of monthly invoices submitted by Contractor.

C. SB 1383 Procurement. All RNG, compost, mulch, or both, provided through this Agreement shall comply with the municipal procurement requirements of SB 1383, including being generated from California organic waste products, as defined by SB 1383 for each applicable material type.

D. Contractor Warranty of Recovered Organic Waste Products. Contractor shall provide assurance through the execution of a liability waiver stating that all recovered organic waste products provided by Contractor and used within Brea are free from pathogens and inorganic waste material that may be harmful to the health and welfare of City and its constituents and also meet standards of CalRecycle and the United States Composting Council guidelines requiring testing demonstrating that fecal coliform levels of less than 1,000 MPN per gram of dry compost or Salmonella less than three MPN per four grams of dry compost. Contractor shall indemnify and hold harmless the City against any claims arising from contaminated recovered organic waste products provided by Contractor, as set forth in Article 10.

5. News Media Relations
Contractor shall noƟfy City by e-mail of requests for news media interviews specifically related to the City’s collecƟon services program within 24 hours of Contractor’s receipt of the request. Whenever reasonably possible given Ɵme constraints and condiƟons, before responding to any media inquiries involving controversial City issues or any issues regarding City's services, Contractor shall contact City to discuss its proposed response with the City.

If reasonable and feasible under the circumstances, copies of draŌ news releases or proposed newspaper arƟcles related to the provision of collecƟon services under this Agreement shall be submiƩed to City for prior review and approval, except where Contractor is required by any law to submit materials to any regulatory agency in a shorter period of Ɵme, in which case Contractor shall submit such materials to City simultaneously with Contractor’s submiƩal to such regulatory agency.

Copies of arƟcles resulƟng from media interviews or news releases shall be provided to City within five business days aŌer publicaƟon.

6. Waste Generation, Characterization, and Pilot Studies.

Contractor acknowledges that City, CalRecycle, or other governmental agencies may wish to perform generaƟon and characterizaƟon studies periodically with respect to materials covered under this Agreement. Contractor shall parƟcipate and cooperate with City and its agents and shall perform studies and data collecƟon exercises on mutually agreeable terms and Ɵme frames, as needed, to determine weights, volumes, and composiƟon of materials generated, disposed, diverted, or otherwise processed.

Contractor acknowledges that the County, in coordinaƟon with City, is required by SB 1383 to conduct organic waste and edible food capacity planning studies. Contractor shall provide informaƟon to City, as needed, for City’s parƟcipaƟon in such capacity planning studies. This informaƟon and/or parƟcipaƟon EXHIBIT B4

CITY AND COMMUNITY SERVICES AND DATA
Page B4-4 Franchise Agreement, Exhibit B4
3024958.2
may include: conducƟng or supporƟng waste characterizaƟon studies; providing informaƟon regarding exisƟng and potenƟal new or expanded capacity in Contractor’s operaƟons for the collecƟon, transport, or processing of recyclable and organic materials; and, any other informaƟon deemed necessary by City or the County for purposes of the study. Contractor shall respond to any request for informaƟon from City within 30 days, unless another Ɵmeframe is otherwise specified or authorized by City.

Contractor acknowledges that City may wish to conduct and/or parƟcipate in pilot studies related to the customers and materials that are the subject of this Agreement. If City requires Contractor to parƟcipate in any such pilot study, Contractor and City shall mutually agree on the scope of services to be provided by Contractor and the amount of compensaƟon, if any, that City will pay to Contractor for such parƟcipaƟon. In any event, Contractor shall permit and in no way interfere with the collecƟon and handling of the subject materials by other persons for such purposes.

7. Illegally Dumped Bulky Goods.

Contractor shall, at no addiƟonal charge, provide on-demand collecƟon of illegally dumped bulky goods within two working days of City’s request. The residenƟal bulky goods collecƟon vehicle may be used to collect illegally dumped bulky goods and the tonnage collected may be co-mingled with residenƟal tonnage and charged to City at City’s approved residenƟal tonnage rate.

8. Large Venue and Event Assistance, Event Recycling
Contractor shall assist City planners of large venue events with reporƟng and planning needs to provide recycling and organics materials diversion, as may be useful in meeƟng the requirements of AB 2176 and SB 1383, and in lowering disposal quanƟƟes generated at such events at no addiƟonal charge.

9. Neighborhood and Other Community Cleanups
Contractor shall supply the equivalent container capacity of up to seven 40-yard roll-off boxes and containers in addiƟonal sizes once per contract year for the collecƟon of solid waste, recyclable materials, and organic waste for City-sponsored neighborhood cleanups, such as Love Brea cleanups or special cleanup details, at no addiƟonal charge to City or customers. Dates and locaƟons of events shall be determined and approved by City. City staff shall inform Contractor of the date and locaƟon for each event.

AddiƟonally, Contractor shall supply two three-yard bins and cardboard event boxes for events throughout the year.

All material collected must be transferred, processed, and/or disposed of in accordance with SB 1383.

10. City Sponsored Events
Contractor shall provide solid waste, source separated recyclable materials, and source separated organic waste collecƟon and disposal/processing service for City-sponsored events including the City-sponsored events included in this Exhibit B4 at no addiƟonal charge to City or customers. This shall include providing discarded material containers (carts, bins, roll-off boxes, and cardboard waste boxes with liners) to collect and dispose of, or process, all solid waste. Contractor shall provide containers for the collecƟon of source separated recyclable materials, and source separated organic materials.

EXHIBIT B4

CITY AND COMMUNITY SERVICES AND DATA
Page B4-5 Franchise Agreement, Exhibit B4
3024958.2

11. Bus Stop Public Litter Container Collection
City collects discarded material from all public liƩer containers located at bus stops throughout Brea and delivers it to the City Yard. Contractor shall dispose of all discarded materials in the City Yard containers.

Public liƩer containers are provided by City.

12. Edible Food Recovery Programs
A. Food Recovery Assistance.

1. Contractor shall assist City in identification of all commercial customers that meet the definition of tier one and tier two commercial edible food generators and provide a list of such customers to City, which shall include: customer name; service address; contact information; tier one or tier two classification; and, type of business (as it relates to the tier one and tier two commercial edible food generator definitions).

2. At least annually, Contractor shall provide commercial edible food generators with the following information:
a. Information about Contractor's and City’s edible food recovery program. b. Information about the commercial edible food generator requirements under 14 CCR Chapter 12 Article 10.
c. Information about food recovery organizations and food recovery services operating within Brea, and where a list of those food recovery organizations and food recovery services can be found.
d. Information about actions that commercial edible food generators can take to prevent the creation of food waste.

3. Contractor may provide the education information required by this Section by including it with regularly scheduled notices, education materials, billing inserts, or other information disseminated to commercial businesses.

4. Contractor shall cooperate with the implementation, expansion, or operation of food recovery efforts in Brea, food recovery organizations, and/or food recovery services.

5. Contractor shall provide collection and processing of organic materials at no additional cost to food recovery organizations.

EXHIBIT B4

CITY AND COMMUNITY SERVICES AND DATA
Page B4-6 Franchise Agreement, Exhibit B4 3024958.2
Current City Facilities
Row City Facility Address
1 Brea Civic &Cultural Center 1 Civic Center Circle 2 Brea Community Center 695 E. Madison Way 3 Brea Museum and Heritage Center 495 S. Brea Blvd 4 Brea Plunge/City Hall Park 440 S. Walnut/401 S Brea Blvd 5 Brea Lions Scout Center 401 S. Brea Blvd 6 Fire StaƟon #1 555 North Berry St 7 Fire StaƟon #2 200 North Brea Blvd 8 Fire StaƟon #3 2600 Santa Fe Rd 9 Fire StaƟon #4 198 Olinda Pl 10 City Service Center 545 N Berry St 11 Olinda Oil Museum and Trail 4025 E Santa Fe Rd 12 Parking Structure #1 101 S Brea Blvd 13 Parking Structure #2 175 N Madrona Ave 14 Parking Structure #3 235 S Orange 15 Pioneer Hall 304 W Elm 16 Senior Center 500 Sievers Ave 17 Founders Park 777 Skyler Way 18 Arovista Park 500 W Imperial Hwy and 500 Sievers Ave 19 Greenbriar Park Greenbriar Ln and S Associated Rd 20 Brea Sports Park 3333 E Birch St 21 Lagos de Moreno Park 322 E Birch St 22 Olinda Ranch Park 4001 Carbon Canyon Rd 23 WildcaƩers Park 3301 E Santa Fe Rd 24 WildcaƩers Dog Park 3450 E Santa Fe Rd 25 Tamarack Park 520 Tamarack Ave 26 Junior High Park 400 N Brea Blvd 27 City Hall Park 401 S Brea Blvd 28 Country Hills Park 180 N Associated 29 Birch Hills Golf Course 2250 E Birch St 30 Brea Creek Golf Course 501 W Fir St EXHIBIT B4

CITY AND COMMUNITY SERVICES AND DATA
Page B4-7 Franchise Agreement, Exhibit B4 3024958.2
City Events List
Event Name AƩendance (People) Frequency
Nutcracker Approximately 5,000 Annually, two consecuƟve days Spring CraŌ BouƟque Approximately 3,000 Annually, two consecuƟve days Public Works Open House Approximately 1,000 Annually
Country Fair (4th of July) Approximately 5,000 Annually Brea Fest Approximately 5,000-7,000 Annually
Pet Expo Approximately 2,000 Annually
Family Films Approximately 1,000 between six films Six / Year Veterans Day Approximately 700 Annually
Tree LighƟng Approximately 1,000 Annually
Love Brea/Go. Serve. Brea Approximately 500 Annually
NaƟonal Night Out Approximately 2,000 Annually
3024958.2
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3024958.2
EXHIBIT C:

PUBLIC EDUCATION AND OUTREACH REQUIREMENTS
3024958.2
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EXHIBIT C

PUBLIC EDUCATION AND OUTREACH REQUIREMENTS
Page C-1 Franchise Agreement, Exhibit C
3024958.2

1. General Administration
City has placed the utmost importance on effecƟve public outreach and educaƟon in helping residents and businesses fully understand opƟons for, and benefits of, source reducƟon, reuse, recycling, and composƟng. General provisions for public educaƟon and outreach are as follows:

A. Within 30 days of the Effective Date and by December 15 of each following year during the term of this Agreement, Contractor shall develop and submit an annual public education plan to promote the programs designed by City and performed by Contractor under this Agreement. Each public education plan shall specify the target audience for services provided, include upcoming promotions for ongoing and known special events, and identify program objectives, individual tasks, public education materials to be distributed, opportunities for expanded partnerships, and a timeline for implementation. The City Manager shall be permitted to provide input on each annual public education plan, and the plan shall not be finalized or implemented without approval of the City Manager. Contractor shall meet with the City Manager to present and discuss the plan, review the prior year’s activities (including sponsorships and services provided to City-sponsored events) and determine whether community activities and the provision of services to City reflect the needs of City staff and the City Council. The City Manager shall be allowed up to 60 calendar days after receipt to review and request modifications. The City Manager may request, and Contractor shall not unreasonably deny, modifications to be completed prior to approving the plan. Contractor shall have up to 15 business days to revise the plan in response to any requested changes by the City Manager. Any further delays may result in liquidated damages for failure to perform education and outreach activities as identified in this Exhibit C. Each business day that the plan is late shall count as a single occurrence.

B. Upon request from the City Manager, the City Manager and the Contract Administrator shall meet at least one time per month to discuss services, outreach, and educational campaigns and request changes or adaptations to the annual public education plan.

C. Contractor shall distribute instructional information, public education, and promotional materials in advance of, and following, commencement of new or modified services. This shall entail, at a minimum, distributing program literature to all customers at the Effective Date as well as to any new customers. Contractor shall use multiple media sources including print, radio television, electronic/social media, and events to notify customers of the change in their service provider, if applicable, and to highlight new program offerings. Transition and ongoing sector-specific collateral materials shall be distributed. Contractor shall submit all draft materials to the City Manager for review and approval. Contractor will supply all collateral or outreach to City upon request and for events where Contractor participation is requested for no additional charge.

D. All City facilities shall receive any and all public education and outreach materials and services provided to the commercial sector. Contractor shall provide all printed public education materials to City offices and facilities to have available for the public that visits those facilities and shall replenish the materials as requested by the City Manager.

E. City or Contractor may design bill inserts. Bill inserts designed by Contractor shall be provided to the City Manager a minimum of 60 days prior to publication. The City Manager shall review bill inserts designed by Contractor, and Contractor shall be responsible for printing and distributing the billing inserts to all customers. Contractor shall provide electronic bill inserts (or separate email

EXHIBIT C

PUBLIC EDUCATION AND OUTREACH REQUIREMENTS
Page C-2 Franchise Agreement, Exhibit C
3024958.2
attachments) to customers who are billed electronically and paper bill inserts to customers who receive paper bills. For customers receiving electronic bills, Contractor shall distribute brochures, newsletters, or other information as attachments to customer invoices. Electronic bill inserts/attachments must be readily available for the customer to view upon receipt of the invoice (attachments shall not be provided as links). Upon City request for billing inserts, Contractor shall comply with such request during its next billing cycle for the targeted customer group, if specified.

Contractor shall perform this service with no additional requirement for compensation.

F. Contractor has developed and shall maintain a website specific to its operations in Brea, with a section specific to City programs and customers, that will be used to post educational materials for download, highlight program successes, and provide diversion statistics, which can be located at https://www.republicservices.com/municipality/brea-ca. Contractor’s Brea specific website shall also include links to relevant web pages of City’s website where further information can be found.

Content for the website shall be approved by the City Manager. Contractor shall review the website at a minimum annually to update information contained on website.

2. Sector-Specific Activities
The following tables present the public educaƟon and outreach acƟviƟes to be performed by Contractor each rate period as minimum requirements under this Agreement. Each customer faces unique discarded materials management opportuniƟes and challenges; therefore, Contractor shall develop targeted, sectorspecific educaƟonal materials and perform outreach acƟviƟes as described for each customer type.

EXHIBIT C

PUBLIC EDUCATION & OUTREACH PLAN
Page C-3 Franchise Agreement, Exhibit C 3024958.2Public EducaƟon and Outreach | All Sectors All printed materials also shall be posted to Contractor’s website. All educaƟon and outreach materials shall be Brea-specific and available in English, Spanish, Korean, and TradiƟonal Chinese languages.

The following general public educaƟon and outreach materials shall each be produced for the benefit of all customer types.

AcƟvity DescripƟon DistribuƟon/Frequency Newspaper AdverƟsement Distribute a newspaper adverƟsement that explains all programs that will be offered under the new Agreement. Contractor shall also provide arƟcles on recycling for local newsleƩers.

Within 30 days of the EffecƟve
Date Annually thereaŌer
Direct Community Outreach Contractor shall conduct school assemblies and promote recycling through presentaƟons and educaƟonal materials to the Chamber of Commerce, homeowner associaƟons, construcƟon contractors, and other civic groups.

Annually
Website Contractor to prepare a secƟon of its website where it will present customers with educaƟonal and diversion programs, upcoming outreach events, services, and resources specific to City. Website shall include Contractor’s customer service contact, material on source reducƟon of household solid waste, and relevant legislaƟve requirements.

Updated as mutually agreed
CorrecƟve AcƟon NoƟces –
“ContaminaƟon Tag”
Produce and distribute a noƟce for use in instances where the customer includes prohibited materials in a container or fails to properly prepare containers. This form shall also be printed and made available in Spanish, Korean, and TradiƟonal Chinese languages.

As needed

EXHIBIT C

PUBLIC EDUCATION & OUTREACH PLAN
Page C-4 Franchise Agreement, Exhibit C 3024958.2Public EducaƟon and Outreach | Single-Family EducaƟon and Outreach AcƟviƟes All printed materials also shall be posted to Contractor’s website.

AcƟvity DescripƟon DistribuƟon/Frequency IniƟal Mailing Produce and distribute a City-designed iniƟal mailing to single-family customers, which may include content such as: explaining the program changes in this Agreement; changes from the exisƟng collecƟon programs to new programs; regulatory requirements, including SB 1383; and, the commencement of the change. Contractor shall include its holiday schedule and the residenƟal recycling and expanded services guide.

Within 60 days of the EffecƟve Date via direct mail
Annual NoƟce Contractor shall prepare and distribute to each customer a brochure providing relevant informaƟon about Contractor's services, including: informaƟon regarding access to and use of available services; collecƟon schedules; holiday collecƟon schedules; customer service numbers; procedures to begin and terminate services; and, informaƟon promoƟng and explaining available programs, such as recycling, organic materials, holiday tree and bulky good collecƟons, the availability of household hazardous waste, u-waste and e-waste collecƟon, and the proper handling and disposal of such wastes. This brochure shall also be printed and made available in Spanish, Korean and TradiƟonal Chinese languages.

Annually
Recycling Guide Produce and distribute a “recycling guide” specific to single-family customers.

This guide shall include informaƟon on collecƟon methodologies, set out instrucƟons, set out schedule, contact informaƟon, and acceptability and necessary preparaƟon of materials for all single-family programs described in Exhibit B1. A secƟon of the guide will specifically address proper methods of handling and disposal of hazardous wastes.

Affixed (inside plasƟc bag, zipƟed to handle) to every single-family recyclable materials cart delivered prior to the EffecƟve Date, and thereaŌer to all new
customers By direct mail annually thereaŌer to each singlefamily customer

EXHIBIT C

PUBLIC EDUCATION & OUTREACH PLAN
Page C-5 Franchise Agreement, Exhibit C 3024958.2
AcƟvity DescripƟon DistribuƟon/Frequency Neighborhood Group & HOA Visits Upon City or customer request, visit homeowner associaƟons and other neighborhood groups and associaƟons to promote and explain the recycling programs included in this Agreement.

At City or customer request
Quarterly NewsleƩer Not less than four Ɵmes per year during each rate period, Contractor shall be responsible for all costs incurred for the producƟon and mailing of City’s Quarterly NewsleƩer. City reserves the right to direct the producƟon of the Quarterly NewsleƩer to a firm of its choosing. The Quarterly NewsleƩer will include informaƟon on current regulaƟons and any addiƟonal regulaƟons adopted during the term of this Agreement. Contractor shall be required to coordinate distribuƟon via U.S. Mail of the Quarterly NewsleƩer with a local mailing house, including furnishing customer mailing addresses.

Quarterly
CorrecƟve AcƟon NoƟces Produce and distribute a single-family customer oriented non-collecƟon noƟce and courtesy pick-up noƟces for use in instances where the customer includes prohibited container contaminants in a container or fails to properly prepare or set-out containers.

As needed
Seasonal Program NoƟficaƟons Contractor shall prepare a brochure or postcard informing all single-family customers adverƟsing holiday tree collecƟons pursuant to Exhibit B1.5 and any other seasonal or periodic program(s). The noƟficaƟon shall inform customers of the schedule, acceptable and prohibited materials, and set-out requirements for the program. Contractor shall submit a draŌ of the brochure or postcard to City for review and approval by October 1 each year.

At least 14 calendar days prior to event via direct mail Website Contractor shall prepare a “single-family customer” secƟon of its website where it will present customers with “how-to” informaƟon for parƟcipaƟng in Contractor-provided programs, including proper container setouts, and provide single-family customers with links to click on for addiƟonal resources. All other single-family educaƟonal materials specified in this SecƟon shall be posted on this secƟon of Contractor’s website in PDF and/or video format. The website shall also publish the current rates charged to single-family customers within Brea.

Within 60 calendar days of the EffecƟve Date Updated quarterly

EXHIBIT C

PUBLIC EDUCATION & OUTREACH PLAN
Page C-6 Franchise Agreement, Exhibit C 3024958.2
AcƟvity DescripƟon DistribuƟon/Frequency Mandatory Recycling and Organics Outreach AcƟviƟes Produce and distribute outreach materials containing informaƟon to assist City with outreach compliance for applicable laws related to mandatory recycling and organics including SB 1383. Can be combined with annual noƟce requirements and quarterly newsleƩers.

Annually

EXHIBIT C

PUBLIC EDUCATION & OUTREACH PLAN
Page C-7 Franchise Agreement, Exhibit C 3024958.2Public EducaƟon and Outreach | MulƟ-Family EducaƟon and Outreach AcƟviƟes All printed materials also shall be posted to Contractor’s website.

AcƟvity DescripƟon DistribuƟon/Frequency New Programs Mailing Produce and distribute an iniƟal mailing to all mulƟ-family dwelling units explaining the program changes in this Agreement, changes from the exisƟng collecƟon programs to new programs, new regulatory requirements, including SB 1383, and the commencement of the change.

Within 60 days of EffecƟve
Date via direct mail
Annual NoƟce Contractor shall prepare and distribute to each customer a brochure providing relevant informaƟon about Contractor’s services including: informaƟon regarding access to and use of available services; collecƟon schedules; holiday collecƟon schedules; customer service numbers; procedures to begin and terminate services; and, informaƟon promoƟng and explaining available programs, such as recycling, organic materials, holiday tree and bulky good collecƟons, the availability of household hazardous waste, u-waste and ewaste collecƟon, and the proper handling and disposal of such wastes. This brochure shall also be printed and made available in Spanish, Korean, and TradiƟonal Chinese languages.

Annually
Recycling Guide Produce and distribute a “Recycling Guide” specific to mulƟ-family customers and updated versions of the guide as needed. This guide shall include informaƟon such as collecƟon methodologies, set out instrucƟons, contact informaƟon, and acceptability and necessary preparaƟon of materials for all mulƟ-family programs described in Exhibit B2. A secƟon of the guide will specifically address proper methods of handling and disposal of hazardous wastes.

Within 30 days of the EffecƟve
Date and as needed via direct mail
Technical Assistance: Diversion Opportunity Assessments Provide diversion opportunity assessments to each mulƟ-family customer to meet with the property manager or owner of mulƟ-family premises to promote recyclable and organic materials collecƟon.

Annually plus follow-up meeƟngs with individual customers, as needed

EXHIBIT C

PUBLIC EDUCATION & OUTREACH PLAN
Page C-8 Franchise Agreement, Exhibit C 3024958.2
AcƟvity DescripƟon DistribuƟon/Frequency Workshops Offer and respond to requests for on-site meeƟngs and workshops. Contractor shall conduct workshops for customers (when requested) that will show property managers and residents, in a hands-on interacƟve format, how to use the recycling and organics program and will provide resources for addiƟonal informaƟon and support.

At Customer’s request
Website Contractor shall prepare a “mulƟ-family customer” secƟon of its website where it will present “how-to” informaƟon for parƟcipaƟng in Contractorprovided programs, including proper container setouts, and provide mulƟfamily customers with links to click on for addiƟonal resources. All other mulƟfamily educaƟonal materials specified in this Exhibit C shall be posted on this secƟon of Contractor’s website in PDF and/or video format. The website shall also publish the current rates charged to mulƟ-family customers. The website shall also provide property managers of mulƟ-family premises with an opportunity to request “diversion opportunity assessments” or addiƟonal educaƟon materials to provide to tenants.

Within 60 days of the EffecƟve
Date Updated Quarterly
Mandatory Recycling and Organics Outreach AcƟviƟes
Contractor shall disseminate outreach materials containing informaƟon to assist City with outreach compliance for applicable laws related to mandatory recycling and organics including AB 341, AB 1826, and SB 1383.

Annually
EducaƟonal Materials for Employees/Tenants
Contractor shall provide commercial and mulƟ-family property managers/ owners with public educaƟon materials, required by SB 1383, for their distribuƟon to all employees, contractors, tenants, and customers of the property or business. The public educaƟon materials shall include informaƟon about organic waste recovery requirements and proper sorƟng of discarded materials. MulƟ-family property managers/owners may request these materials more frequently if needed to comply with the SB 1383 requirement to provide informaƟon to new tenants before or within 14 days of occupancy.

Annually; or more frequently upon Customer request

EXHIBIT C

PUBLIC EDUCATION & OUTREACH PLAN
Page C-9 Franchise Agreement, Exhibit C 3024958.2Public EducaƟon and Outreach | Commercial EducaƟon and Outreach AcƟviƟes All printed materials also shall be posted to Contractor’s website.

AcƟvity DescripƟon DistribuƟon/Frequency New Programs Mailing Prepare and distribute an iniƟal mailing to all commercial customers explaining the program changes in this Agreement, changes from the exisƟng collecƟon programs to new programs, and the commencement date of the change.

Within 60 days of the EffecƟve
Date via direct mail
Annual NoƟce Contractor shall prepare and distribute to each customer a brochure providing relevant informaƟon about Contractor's services, including: informaƟon regarding access to and use of available services; collecƟon schedules; holiday collecƟon schedules; customer service numbers; procedures to begin and terminate services; and, informaƟon promoƟng and explaining available programs, such as recycling, organic materials, holiday tree and bulky good collecƟons, the availability of household hazardous waste, u-waste and e-waste collecƟon, and the proper handling and disposal of such wastes. This brochure shall also be printed and made available in Spanish, Korean, and TradiƟonal Chinese languages.

Annually
NewsleƩers (Three Ɵmes per year)
Not less than three Ɵmes per year during each rate period, Contractor shall be responsible for all costs incurred for the producƟon and mailing of City’s newsleƩer. City reserves the right to direct the producƟon of the newsleƩer to a firm of its choosing. The newsleƩer will include informaƟon on current regulaƟons and any addiƟonal regulaƟons adopted during the term of this Agreement. Contractor shall be required to coordinate distribuƟon via U.S. Mail of the newsleƩer with a local mailing house, including furnishing customer mailing addresses. The commercial newsleƩer may be combined with residenƟal newsleƩer so long as all generator types receive the informaƟon, and the informaƟon is relevant to all generators. City must approve combining newsleƩers in advance.

Three Ɵmes per year distributed to all commercial and mulƟ-family customers

EXHIBIT C

PUBLIC EDUCATION & OUTREACH PLAN
Page C-10 Franchise Agreement, Exhibit C 3024958.2
AcƟvity DescripƟon DistribuƟon/Frequency Recycling Guide Contractor shall produce a “recycling guide” specific to commercial customers and update the guide as needed. This guide shall include informaƟon on collecƟon methodologies, set out instrucƟons, contact informaƟon, and acceptability and necessary preparaƟon of materials for all commercial programs described in Exhibit B3. A secƟon of the guide will specifically address proper methods of handling and disposal of hazardous wastes.

Within 30 days of the EffecƟve
Date and as needed via direct mail Distributed during diversion opportunity assessments “How-to” Flyer: Recyclable Materials
Prepare and distribute a “how-to” brochure explaining the recycling materials collecƟon programs for each general business type (restaurants, office/commercial buildings, strip malls, and large commercial businesses).

Within 30 days of the EffecƟve
Date via direct mail Distributed during diversion opportunity assessments “How-to” Flyer: Organic Materials
Prepare and distribute a flyer describing the organic materials collecƟon services available and how to prepare organic materials for collecƟon for each general business type (restaurants, office/commercial buildings, strip malls, and large commercial businesses).

Within 30 days of the EffecƟve
Date via direct mail Distributed during diversion opportunity assessments Technical Assistance: Diversion Opportunity Waste Assessments Provide diversion opportunity assessments at least one Ɵme annually to each and every commercial customer to promote recyclable and organic materials collecƟon and replenish recycling guides and recycling and organics posters as needed by each customer.

Annually plus follow-up meeƟngs
with individual customers, as required
Recycling and Organics Posters Produce and distribute (during diversion opportunity assessments) laminated recycling and organics posters that provide graphic illustraƟons of acceptable and prohibited materials within each program.

Distributed during diversion opportunity assessments

EXHIBIT C

PUBLIC EDUCATION & OUTREACH PLAN
Page C-11 Franchise Agreement, Exhibit C 3024958.2
AcƟvity DescripƟon DistribuƟon/Frequency Quarterly Bill Inserts Prepare and distribute quarterly bill inserts that creaƟvely inform commercial customers about such topics as: cost savings available from source reducƟon, reuse, and recycling; Ɵps for overcoming common operaƟonal challenges businesses have with recycling and organics programs; the environmental benefits of buying recycled-content products; and, staƟsƟcs, trends, and facts about programs performed under this Agreement (e.g., collected, tonnage, year over year increase/decrease, markets for material collected, what each material is recycled into) as appropriate. Contractor’s annual public educaƟon plan shall define a theme for each quarterly insert.

Quarterly via direct mail
CorrecƟve AcƟon NoƟces Produce a commercial and mulƟ-family customer oriented correcƟve acƟon noƟce for use in instances where the customer includes prohibited container contaminants in a container or fails to properly prepare or set-out containers.

As needed
Mandatory Recycling and Organics Outreach AcƟviƟes
Contractor shall disseminate outreach materials related to the mandatory nature of recyclable materials and organic materials collecƟon services, upon request from City. Such outreach shall be designed to assist City in complying with the outreach requirements of applicable laws related to the mandatory provision of recyclable materials and organic materials collecƟon and diversion services.

Annually
EducaƟonal Materials for Employees/Tenants
Contractor shall provide commercial and mulƟ-family property managers owners with public educaƟon materials, required by SB 1383, for their distribuƟon to all employees, contractors, tenants, and customers of the property or business. The public educaƟon materials shall include informaƟon about organic waste recovery requirements and proper sorƟng of discarded materials. Commercial customers may request these materials more frequently if needed to comply with the SB 1383 requirement to provide informaƟon to new tenants before or within 14 days of occupancy.

Annually; or more frequently upon Customer request Can be provided electronically to property or business

EXHIBIT C

PUBLIC EDUCATION & OUTREACH PLAN
Page C-12 Franchise Agreement, Exhibit C 3024958.2
AcƟvity DescripƟon DistribuƟon/Frequency Commercial Edible Food Generator EducaƟon Contractor shall provide customers that are commercial edible food generators with the following: 1. InformaƟon about City’s edible food recovery program. 2. InformaƟon about the commercial edible food generator requirements under 14 CCR, Division 7, Chapter 12, ArƟcle 10.

3. InformaƟon about food recovery organizaƟons and food recovery services operaƟng within Brea and where a list of those food recovery organizaƟons and food recovery services can be found.

4. InformaƟon about acƟons that commercial edible food generators can take to prevent the creaƟon of food waste.

Annually

EXHIBIT C

PUBLIC EDUCATION & OUTREACH PLAN
Page C-13 Franchise Agreement, Exhibit C 3024958.2Public EducaƟon and Outreach | Special Events All printed materials also shall be posted to Contractor’s website as well as links to teacher resources.

AcƟvity DescripƟon DistribuƟon/Frequency Event Exhibit Contractor shall staff an exhibit booth and distribute promoƟonal and educaƟonal materials at special events. Contractor shall provide visual displays, copies of educaƟonal materials (including all guides, flyers, and brochures produced for this Agreement), and recycling educaƟon acƟviƟes appropriate to a variety of age groups. Display components will be professionally designed and created and shall be scalable to be appropriate for a variety of booth or display configuraƟons. Materials will include those pertaining to the programs provided under this Agreement as well as general informaƟon on “green” and/or sustainable behaviors.

All special events listed in Exhibit B4 Other events at City’s request 3024958.2
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3024958.2
EXHIBIT D:

INITIAL MAXIMUM RATES
3024958.2
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EXHIBIT D:

INITIAL MAXIMUM RATES
Page D-1 Franchise Agreement, Exhibit D 3024958.2
Following are the current rates for July 1, 2024 through June 30, 2025 and the iniƟal maximum rates as posted in the ProposiƟon 218 NoƟce. In the table below, the Proposed Adjusted Rate column sets forth the iniƟal maximum rates as posted in the ProposiƟon 218 NoƟce.

EXHIBIT D:

INITIAL MAXIMUM RATES
Page D-2 Franchise Agreement, Exhibit D
3024958.2
EXHIBIT D:

INITIAL MAXIMUM RATES
Page D-3 Franchise Agreement, Exhibit D 3024958.2
EXHIBIT D:

INITIAL MAXIMUM RATES
Page D-4 Franchise Agreement, Exhibit D 3024958.2
EXHIBIT D:

INITIAL MAXIMUM RATES
Page D-5 Franchise Agreement, Exhibit D 3024958.2
EXHIBIT D:

INITIAL MAXIMUM RATES
Page D-6 Franchise Agreement, Exhibit D 3024958.2
EXHIBIT D:

INITIAL MAXIMUM RATES
Page D-7 Franchise Agreement, Exhibit D 3024958.2
3024958.2
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3024958.2
EXHIBIT E:

EXAMPLE RATE ADJUSTMENT FORMULA
3024958.2
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EXHIBIT E:

EXAMPLE RATE ADJUSTMENT FORMULA
Page E-1 Franchise Agreement, Exhibit E 3024958.2
EXHIBIT E:

EXAMPLE RATE ADJUSTMENT FORMULA
Page E-2 Franchise Agreement, Exhibit E 3024958.2
EXHIBIT E:

EXAMPLE RATE ADJUSTMENT FORMULA
Page E-3 Franchise Agreement, Exhibit E 3024958.2
EXHIBIT E:

EXAMPLE RATE ADJUSTMENT FORMULA
Page E-4 Franchise Agreement, Exhibit E 3024958.2
EXHIBIT E:

EXAMPLE RATE ADJUSTMENT FORMULA
Page E-5 Franchise Agreement, Exhibit E 3024958.2
3024958.2
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3024958.2
EXHIBIT F:

REPORTING REQUIREMENTS
3024958.2
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EXHIBIT F

REPORTING REQUIREMENTS
Page F-1 Franchise Agreement, Exhibit F
3024958.2
Records shall be maintained in forms and by methods that are agreed to by both the Contractor and the City. The objecƟves of reports should be to :

1. Determine and set rates and evaluate the financial efficacy of operations.

2. Evaluate past and expected progress towards achieving Contractor’s diversion goals and objectives.

3. Provide concise and comprehensive program information and metrics for use in fulfilling reporting requirements under applicable law.

4. Determine needs for adjustment to programs.

5. Evaluate customer service and complaints.

6. Determine customer compliance with AB 341, SB 1383, and any subsequent state-mandated recycling requirements.

1. Monthly Report Content
Monthly reports to be submiƩed by Contractor to City and include the following informaƟon pertaining to the most recently completed calendar month.. Contractor shall report the informaƟon included in the following subsecƟons.

A. Tonnage Report.

1. Tonnage delivered to each approved facility by customer type, subtotaling and clearly identifying those tons that are diverted and those that are disposed.

2. Bulky goods collected by customer type.

3. Solid waste tonnage disposed.

5. Bulky goods marketed and tonnage disposed from non-divertible materials and processing residue.

6. Monthly diversion rate by customer type and in aggregate for all customer types.

B. Diversion Report. Contractor to report the diversion level for each month and the cumulative yearto-date diversion level, where diversion level shall be calculated as: (Discarded Materials Collected – Solid Waste Collected – Processing Residue Disposed) / Discarded Materials Collected.

C. Revenue Report. Provide a statement detailing gross receipts from all operations conducted or permitted pursuant to this Agreement.

D. Customer Subscription and Collection Report.

1. Summary of customer subscripƟon data for ResidenƟal, Commercial, and MulƟ-Family customer types , shall include the following:
a. Customer number
b. Customer name
c. Street address

EXHIBIT F

REPORTING REQUIREMENTS
Page F-2 Franchise Agreement, Exhibit F
3024958.2
d. Billing address
e. All service informaƟon, including
i. Line of service (i. e. MSW, Organics, Recyclable Materials) ii. quanƟty of Containers on site, with
iii. Day(s) of service by line of service
iv. Container size
f. Service Contact Address, if available
g. Service Contact Number if available
h. Billing Contact InformaƟon if available
i. Name
ii. Address
iii. Phone Number

2. Number of bulky good/reusable materials collection events by customer type.

3. Number of customers subscribing to each City approved service exemption by customer type, including the total number of de minimis waivers and physical space constraint waivers granted in the month in accordance with Section 5.10 including the customer name and address for each waiver.

F. Customer Service Report.

1. List of customers for which Contractor has performed a courtesy pick-up collection, including the customer address for which the courtesy pick-up collection was performed.

2. Record of general customer service complaints received, including the following information:
a. Total number of complaints received.
b. When available, the information in the report should include: (i) a brief description of the complaint as received; (ii) the name and contact information of the complainant, if the complaint is not submitted anonymously; (iii) if complaint is regarding an SB 1383 violation and if the information is provided, the address of the alleged violator
c. Copies of all complaint reports submitted to City, pursuant to Article 7. d. Documentation of any follow-up inspections and/or outreach, if any, conducted upon City request pursuant to Section 5.8.C, which shall include: (i) the date Contractor investigated the complaint; (ii) documentation of the findings of the investigation; and, (iii) any photographic or other evidence collected during the investigation.

EXHIBIT F

REPORTING REQUIREMENTS
Page F-3 Franchise Agreement, Exhibit F
3024958.2
G. Contamination Monitoring Report.

1. The number of route reviews conducted pursuant to Section 5.11.

2. Description of Contractor’s process for determining the level of contamination or bin overfilling during route reviews. Contractor shall document the contamination and/or overfilling through use of film or digital photography.

3. A record of each inspection and contamination fee assessed, which shall include:
a. Name and address of the customer.
b. The date the contaminated container was observed.
c. The staff who conducted the inspection.
d. The total number of violations found and a description of what action was taken for each.
e. Copies of all notices to customers with prohibited container contaminants. f. Photographic documentation.

4. Documentation of the total number of containers disposed of due to observation of prohibited container contaminants.

5. A list of all customers assessed contamination processing fees, reported separately by customer type, and including: the customer name, customer address, and reason for the assessment; the total number of instances contamination processing fees were assessed in the month; and, the total amount of fees collected in the month.

6. If performed, results of any waste characterization studies conducted pursuant to Exhibit B4, Section 6.

2. Quarterly Report Content
A. Education and Outreach.

1. A copy of all education and outreach materials provided to generators, or otherwise used for education and outreach efforts in accordance with Section 5.6 and Exhibit C, including flyers, brochures, newsletters, invoice messaging/billing inserts, and website and social media postings.

2. A record of the date and to whom the information was disseminated, or direct contact made, in the form of a list that includes the generator’s name or account name, the type of education or outreach received; the distribution date, and the method of distribution.

3. For any mass distribution through mailings or bill inserts, provide a record of the date, a copy of the information distributed, and the type and number of accounts that received the information.

4. A copy of all electronic media, including the dates posted or sent of social media posts, email communications, or other electronic messages. A summary report shall be provided for electronic marketing that itemizes each communication and reports performance metrics for

EXHIBIT F

REPORTING REQUIREMENTS
Page F-4 Franchise Agreement, Exhibit F
3024958.2
each that are relevant to that type of communication (e.g., open and click-through rates for email marketing, engagement numbers for social media).

5. Summary of the results of the diversion opportunity assessments, such as site visits and waste audits, provided to customers (reporting multi-family separate from commercial) by identifying the number of diversion opportunity assessments conducted each month in the most recently completed quarter and contact information including address, contact names, telephone number of persons contacted, number of dwelling units (for multi-family), and the recyclable materials, organic materials, and solid waste service level for each complex.

Include any service level changes resulting from such visits.

6. Summary of the public education materials and activities provided to schools in the month, if any, including results from diversion opportunity assessments. as described in Exhibit C.

7. Dates, times, and group or event names of any site visits, meetings, and events attended in the month.

3. Annual Report Content
The annual report shall be the final monthly report, including annual totals, summary pages, and a compilaƟon of any materials required by the monthly reports, plus the following addiƟonal informaƟon.

Provide a brief summary assessment of the programs performed under this Agreement from the Contractor's perspective. The assessment should include how well the program is operating in terms of efficiency and effectiveness in meeting the goals and objectives of this Agreement as they relate to SB 1383 compliance, particularly Contractor’s diversion goals. Provide recommendations and plans to improve and highlight significant accomplishments and problems as they relate to this assessment.B. Collection and Processing Report.
. Written notification that the approved organic materials processing facility has and will continue to have the capabilities to process and recover the compostable plastics, in accordance with Section 5.1.I.

C. Education and Outreach Report.

1. A summary of the status of the annual education plan of the reporting year, including activities conducted and the quantitative and/or qualitative results of those activities.

2. The annual public education plan required by Section 5.6 and Exhibit C for the upcoming then-current calendar year. For example, Contractor submittal of a 2023 annual report in February 2024 shall include Contractor submittal of the annual public education plan for calendar year 2024.

D. Commercial Edible Food Generator Report. Commercial customer list including contact information requested by the City Manager and designation of each commercial customer as either “tier 1,” “tier 2,” or “non-covered” edible food generator.

E. City Services Report.

1. City facility volume report which reports on the cumulaƟve volume by cubic yards for each service received at each City facility.

EXHIBIT F

REPORTING REQUIREMENTS
Page F-5 Franchise Agreement, Exhibit F
3024958.2
F. Vehicle Inventory.

1. A list of all vehicles used in performing services under this Agreement including the license plate number, VIN, make, model, model year, purchase date, engine overhaul/rebuild date (if applicable), and mileage as of December 31.

2. The total amount of RNG procured by Contractor for use in Contractor vehicles, in diesel gallon equivalents, including copies of any receipts, invoices, or other similar documentation evidencing procurement. In addition to the amount procured, Contractor shall include the total amount actually used in Contractor vehicles in the calendar year, if these values are different.

3. The name, physical location, and contact information of each entity, operation, or facility from whom Contractor procured RNG for collection vehicles.

G. AB 341/AB 1826 Compliance. Provide a listing of commercial customers subscribing to four or more cubic yards of solid waste service per week who do not currently subscribe to recyclable materials collection service from Contractor.

Provide a listing of commercial customers subscribing to two or more cubic yards of solid waste service per week who do not currently subscribe to organic materials collection service from Contractor.

H. Other Reports.

1. A revenue statement, setting forth quarterly AB 939 administrative fees, if any, and the basis for the calculation thereof, certified for accuracy by an officer of Contractor.

2. A list of Contractor’s officers and members of its board of directors.

3. A list of stockholders or other equity investors holding 5% or more of the voting interest in Contractor and any subsidiaries.

4. Additional Reports
A. Ad Hoc Reports. Contractor shall provide up to six reports, in which each report shall be provided in a single format, of which the format type maybe either PDF a word processing format such as MicrosoŌ Word; or a spreadsheet format such as MicrosoŌ Excel.

B. Upon Incident Reporting. City may request additional reports or documents in the case of unforeseen events or additional requirements imposed upon City. Contractor should provide the requested reports, documents, or information within a timeframe agreed to between the City Manager and the Contractor.

C. AB 901 Reporting. City may require that Contractor provide City copies of Contractor’s AB 901 reports on a regular basis (such as monthly, quarterly, or annually) or within 10 business days of the request.
3024958.2
EXHIBIT G:

CORPORATE GUARANTY
3024958.2
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EXHIBIT G

CORPORATE GUARANTY
Page G-1 Franchise Agreement, Exhibit G
3024958.2
THIS GUARANTY (“Guaranty”) is made as of _______________, 2025, by Republic Services, Inc., a Delaware corporaƟon (“Guarantor”), located at 18500 N. Allied Way Phoenix, AZ 85054, for the benefit of the CITY OF BREA, a California municipal corporaƟon (“City”), located at 1 Civic Center Circle, Brea, California, 92821. The purpose of this Guaranty is to assure performance of the obligaƟons of Guarantor’s wholly-owned subsidiary, Republic Waste Services of Southern California, LLC, a Delaware limited liability company (“Subsidiary”), under that certain Second Amended and Restated Franchise Agreement dated __________, 2025 (“Agreement”), by and between City and Subsidiary. Capitalized terms used herein without definiƟon shall have the meanings given such terms in the Agreement.

1. Guaranty. Guarantor hereby uncondiƟonally and irrevocably guarantees to City the full, prompt and faithful performance of the covenants and indemniƟes of Subsidiary under the Agreement and the full and Ɵmely payment of all amounts due or owing, now or in the future, by Subsidiary under the Agreement.

2. Term. This Guaranty shall conƟnue in full force and effect throughout the term of the Agreement and unƟl all covenants and indemniƟes of Subsidiary under the Agreement are fully performed, including any that survive terminaƟon or expiraƟon of the term of the Agreement, and all amounts due or owing by Subsidiary under the Agreement are paid in full. Any terminaƟon of this Guaranty shall not affect nor apply to performance of any covenant or indemnity of Subsidiary performance of which is due prior to the effecƟve date of such terminaƟon or which becomes due aŌer the effecƟve date of such terminaƟon based upon an act, omission, event or occurrence prior to the effecƟve date of such terminaƟon.

3. Rights Independent. Guarantor agrees that the obligaƟons under this Guaranty are independent of the obligaƟons of Subsidiary under the Agreement and a separate acƟon or acƟons may be brought and prosecuted against Guarantor whether acƟon is brought and prosecuted against Subsidiary or any other person, or any other guarantor, or whether any other person is joined in any such acƟon or acƟons.

4. ModificaƟon of ObligaƟons. Guarantor authorizes City without noƟce or demand to Guarantor and without affecƟng Guarantor’s liability hereunder, from Ɵme to Ɵme to: (a) enter into with Subsidiary or, with the joinder or prior wriƩen approval of Subsidiary, to, amend, alter, modify, renew, extend, accelerate or otherwise change the Agreement or any provision thereof or otherwise change the terms of any documents, instruments or agreements to which Subsidiary is a party; (b) take and hold security or addiƟonal guaranƟes for the performance of this Guaranty or the obligaƟons guaranteed hereunder, and amend, alter, exchange, subsƟtute, transfer, enforce, waive, subordinate, terminate, modify and release in any manner any such security or guaranƟes; (c) apply such security and direct the order or manner of sale thereof as City in its discreƟon may determine; (d) release or subsƟtute any other guarantor; and (e) seƩle, release on terms saƟsfactory to Subsidiary by operaƟon of law or otherwise, compound, compromise, collect or otherwise liquidate any indebtedness or security in any manner, consent to the transfer of security and bid and purchase at any sale, without affecƟng or impairing the obligaƟons of Guarantor hereunder.

5. Waiver of Defenses. Guarantor waives any right to require City to proceed against Subsidiary or any person other than Guarantor or to pursue any other remedy in City’s powers whatsoever, except that, prior to proceeding against Guarantor under this Guaranty, (i) City shall first demand in wriƟng performance or payment by Subsidiary and any cure period applicable to such performance or payment as set forth in the Agreement shall have expired without cure by Subsidiary, except that if Subsidiary shall decline or refuse such demand or shall be prevented by bankruptcy, insolvency, operaƟon of law, legal

EXHIBIT G

CORPORATE GUARANTY
Page G-2 Franchise Agreement, Exhibit G
3024958.2
process or legal incapacity from performing or paying, no such demand for performance or payment or expiraƟon of such cure period shall be necessary prior to City proceeding against Guarantor under this Guaranty, and (ii) City shall give wriƩen noƟce, in the manner provided in the Agreement, to Guarantor of the non-performance or non-payment by Subsidiary, which noƟce requirement may be saƟsfied by City transmiƫng to Guarantor a copy of any wriƩen noƟce or demand given to Subsidiary in the manner provided in the Agreement. Guarantor waives any defense arising by reason of (a) any disability or other defense of Subsidiary or any other person; (b) the cessaƟon from any cause whatsoever of the liability of Subsidiary; (c) any act or omission of Subsidiary or others that directly or indirectly results in or aids the discharge of any of the obligaƟons guaranteed hereunder by operaƟon of law or otherwise; (d) the amendment, modificaƟon, renewal, extension or other change in any of the obligaƟons guaranteed hereunder; (e) the forbearance by the City from the strict and Ɵmely enforcement of any of City’s rights under this Agreement; or (f) any defense to liability under this Guaranty based upon Guarantor’s inability to exercise any right of subrogaƟon to the rights of City against Subsidiary. Guarantor waives any right to enforce any remedy that Subsidiary now has or may hereaŌer have against any person, and waives any benefit of, and any right to parƟcipate in, any security, now or hereaŌer held by Subsidiary or City.

Guarantor’s obligaƟons hereunder shall not be affected by any right or setoff or any counterclaim, and, except as provided in the first sentence of this SecƟon 5, Guarantor waives all presentments, demands for performance, noƟces of nonperformance, protests, noƟces of protest, noƟces of dishonor, and noƟces of acceptance of this Guaranty and of the existence, creaƟon, or incurring of new or addiƟonal obligaƟons, and all other noƟces and demands of any kind and descripƟon now or hereaŌer provided for by any statute or rule of law. Guarantor specifically agrees that Guarantor shall not be released from liability hereunder by any acƟon taken by Subsidiary or City. Guarantor further expressly waives all rights and benefits which might otherwise be available to Guarantor under California Civil Code SecƟons 2810, 2819, 2839, 2845, 2846, 2849, 2850, 2899 and 3433.

6. AƩorneys’ Fees. Guarantor shall pay to City , without demand, any and all costs and/or expenses, including, without limitaƟon, reasonable aƩorneys’ fees and costs and court costs that City expends or incurs in collecƟng or compromising the obligaƟons guaranteed hereunder or in enforcing this Guaranty against Guarantor, whether or not suit is filed, expressly including all court costs and aƩorneys’ fees incurred by City in connecƟon with any insolvency, bankruptcy, reorganizaƟon, arrangement or other similar proceedings involving Guarantor as the insolvent or bankrupt party that in any way affects the exercise by City of any of its rights or remedies hereunder.

7. Guarantor’s RepresentaƟons and WarranƟes. Guarantor represents and warrants to City that (a) the Agreement confers substanƟal and material benefits to Guarantor; (b) there are no acƟons, suits or proceedings pending, or to the knowledge of Guarantor threatened, against or affecƟng Guarantor which could have a material adverse effect on the ability of Guarantor to honor the obligaƟons guaranteed hereunder, or involving the validity or enforceability of this Guaranty, at law or in equity, and Guarantor, to the best of its knowledge aŌer due invesƟgaƟon, is not in default or in violaƟon with respect to, or operaƟng under or subject to, any order, writ, injuncƟon, decree or demand of any court or any governmental authority; (c) the consummaƟon of the transacƟons hereby contemplated and performance of this Guaranty will not result in any breach of, or consƟtute a default under, any mortgage, deed of trust, lease, bank loan or credit agreement, partnership agreement, corporate charter, bylaws or other agreement or instrument to which Guarantor is a party or by which Guarantor or any of its assets may be bound or affected; (d) Guarantor is not insolvent (as such term is defined in the Bankruptcy Code of 1978, 11 U.S.C. SecƟon 101, et seq., as amended) and will not be rendered insolvent by execuƟon of this

EXHIBIT G

CORPORATE GUARANTY
Page G-3 Franchise Agreement, Exhibit G
3024958.2
Guaranty or the consummaƟon of the transacƟons contemplated hereby; and (d) Guarantor has no counterclaims, offsets or defenses with respect to the Guaranty.

8. SubordinaƟon of Rights. Guarantor hereby agrees that any claim it may have or may hereaŌer acquire against Subsidiary shall be subordinate to any claims that City may have against Guarantor and/or Subsidiary.

9. Effect of Waivers. Guarantor warrants and agrees that each of the waivers set forth in this Guaranty is made with Guarantor’s full knowledge of its significance and consequences, and that under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any of such waivers are determined to be contrary to any applicable law or public policy, such waivers shall be effecƟve only to the maximum extent permiƩed by law.

10. Successors and Assigns. This Guaranty shall bind the heirs, executors, legal representaƟves, successors and assigns of Guarantor, and shall inure to the benefit of City and its successors and assigns.

11. Governing Law. Guarantor acknowledges and agrees that the parƟes and transacƟons referred to herein have significant contacts with the State of California, and that therefore this Guaranty shall be governed by, and construed in accordance with, the laws of the State of California.

12. Amendments. Neither this Guaranty nor any provision hereof may be amended, modified, waived, discharged or terminated except by an instrument in wriƟng duly signed by or on behalf of City and Guarantor.

13. Delay Not a Defense; Rights CumulaƟve. No delay or failure by City to exercise any right or remedy against Guarantor or any other person shall be construed as a waiver thereof. All of the City’s respecƟve rights under this Guaranty are cumulaƟve and not exclusive.

14. Severability. In case any right of City under this Guaranty shall be held to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other right granted hereby.

15. Miscellaneous. All words used in this Guaranty in the singular shall be deemed to have been used in the plural and all words used in this Guaranty in the plural shall be deemed to have been used in the singular where the context and construcƟon so require. The word “person” as used herein shall include any individual, company, firm, associaƟon, partnership, corporaƟon, trust or other legal enƟty of any kind whatsoever. The term “or” is not exclusive. The secƟon headings in this Guaranty are for convenience of reference only and shall not limit or otherwise affect the provisions of this Guaranty.

16. Assignment of Guaranty. This Guaranty is assignable without noƟce by City, in whole or in part, to an affiliate of City or to any reorganized enƟty as to which an affiliate of City was changed into whether by merger, sale or other method of reorganizaƟon, where such affiliate or reorganized enƟty assumes the obligaƟons that this Guaranty guarantees, and when so assigned, Guarantor shall be bound as above to such affiliate of City or to such reorganized enƟty as to which City or an affiliate of City was changed into whether by merger, sale or other method of reorganizaƟon. Guarantor agrees that nothing herein shall be deemed to in any manner negate or limit City’s right to enforce this Guaranty in the absence of any such assignment.

EXHIBIT G

CORPORATE GUARANTY
Page G-4 Franchise Agreement, Exhibit G
3024958.2

17. Further Assurances. Guarantor agrees, at its expense and without expense to City, to do such further acts, to execute and deliver such addiƟonal documents as City from Ɵme to Ɵme reasonably requires to assure and confirm all the rights of City created hereby or intended now or hereaŌer, or to carry out the intenƟon of or facilitate the performance of the terms of this Guaranty.

18. Complete Agreement. Except as provided in any other wriƩen agreement now or at any Ɵme hereaŌer in force between City and Guarantor, this Guaranty shall consƟtute the enƟre agreement of Guarantor with City with respect to the subject maƩer hereof, and no representaƟon, understanding, promise or condiƟon concerning the subject maƩer hereof shall be binding upon City unless expressed in this Guaranty.

19. NoƟces. All noƟces that may be required or otherwise contemplated under the terms of this Guaranty shall be in wriƟng and shall be addressed to Guarantor and to City as set forth above. Such addresses may be changed from Ɵme to Ɵme by wriƩen noƟce to the other party at such address.

IN WITNESS WHEREOF, Guarantor has duly executed and delivered this Guaranty as of the date and year stated above.

GUARANTOR:

Republic Services, Inc.

____________________________________
□ Chairman □ President □ Vice President
____________________________________
□ Secretary □ Asst. Secretary
□ Chief Finance Officer □ Asst. Treasurer
[Pursuant to CorporaƟons Code SecƟon 313, both signature lines must be executed unless the signatory holds at least one of the offices designated on each line.] 3024958.2
EXHIBIT H:

CONTRACTOR’S FAITHFUL PERFORMANCE BOND
3024958.2
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EXHIBIT H
CONTRACTOR’S FAITHFUL PERFORMANCE BOND
Page H-1 Franchise Agreement, Exhibit H
3024958.2
KNOW ALL PERSONS BY THESE PRESENTS that:

WHEREAS the City of Brea (“Brea”), has awarded to Republic Waste Services of Southern California, LLC, a Delaware limited liability company doing business as Brea Disposal and located at 2242 N. Blue Gum Street, Anaheim, California 92806 (“Principal”), a Second Amended and Restated Franchise Agreement (“Agreement”) for the collecƟon, transportaƟon, processing, recycling, composƟng, and disposal of solid waste, organic material, and recyclable material (“Franchise”).

WHEREAS, Principal is required under the terms of the Agreement to furnish a bond for the faithful performance of the Agreement.

NOW, THEREFORE, we, the undersigned Principal, and

(Name and address of Surety)
(“Surety”) a duly admiƩed surety insurer under the laws of the State of California, as Surety, are held and firmly bound unto the City in the penal sum of Eight Hundred and Twenty-Two Thousand dollars ($822,000), in lawful money of the United States of America, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, successors executors and administrators, jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if the hereby bounded Principal, its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, condiƟons and provisions in the Franchise and any alteraƟon thereof made as therein provided, on Principal’s part, to be kept and performed at the Ɵme and in the manner therein specified, and in all respects according to their true intent and meaning, and shall indemnify and save harmless City, its officers, agents and employees, as therein sƟpulated, then this obligaƟon shall become null and void; otherwise, it shall be and remain in full force and effect.

As a part of the obligaƟon secured hereby and in addiƟon to the face amount specified therefor, there shall be included costs and reasonable expenses and fees, including reasonable aƩorneys’ fees, incurred by Authority in successfully enforcing such obligaƟon, all to be taxed as costs and included in any judgment rendered. Surety hereby waives any statute of limitaƟons as it applies to an acƟon on this bond.

Surety hereby sƟpulates and agrees that no change, extension of Ɵme, alteraƟon or addiƟon to the terms of the Contract or of the Franchise to be performed thereunder or the specificaƟons accompanying the same shall in anywise affect its obligaƟons under this bond, and it does hereby waive noƟce of any such change, extension of Ɵme, alteraƟon or addiƟon to the terms of the Contract or to the Franchise or to the specificaƟons. Surety hereby waives the provisions of California Civil Code SecƟons 2845 and 2849. City is the principal beneficiary of this bond and has all rights of a party hereto.

IN WITNESS WHEREOF, two idenƟcal counterparts of this instrument, each of which shall for all purposes be deemed an original hereof, have been duly executed by Principal and Surety, on the date set forth

EXHIBIT H
CONTRACTOR’S FAITHFUL PERFORMANCE BOND
Page H-2 Franchise Agreement, Exhibit H
3024958.2
below, the name of each corporate party being hereto affixed and these presents duly signed by its undersigned representaƟve(s) pursuant to authority of its governing body.

Dated:
“Principal”
Republic Waste Services of Southern California,
LLC
By:

Its
By:

Its
(Seal)

“Surety”
By:

Its
By:

Its
(Seal)
Note: This Bond must be executed in duplicate and dated, all signatures must be notarized, and evidence of the authority of any person signing as aƩorney-in-fact must be aƩached. DATE OF BOND MUST NOT BE BEFORE DATE OF CONTRACT. Surety companies execuƟng Bonds must appear on the Treasury Department’s most current list (Circular 570 as amended) and be authorized to transact business in California.

3024958.2
EXHIBIT I:

NOTARY CERTIFICATION
3024958.2
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3024958.2
EXHIBIT J:

CONTRACTOR’S SB 1383 IMPLEMENTATION PLAN AND SCHEDULE
3024958.2
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EXHIBIT J
CONTRACTOR’S IMPLEMENTATION PLAN AND SCHEDULE
Page J-1 Franchise Agreement, Exhibit J 3024958.2

EXHIBIT J
CONTRACTOR’S IMPLEMENTATION PLAN AND SCHEDULE
Page J-2 Franchise Agreement, Exhibit J 3024958.2

EXHIBIT J
CONTRACTOR’S IMPLEMENTATION PLAN AND SCHEDULE
Page J-3 Franchise Agreement, Exhibit J 3024958.2
3024958.2
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3024958.2
EXHIBIT K:

COUNTY WASTE DISPOSAL AGREEMENT
3024958.2
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3024958.2
***Current Waste Disposal Agreement to be superseded by future Orange County Waste & Recycling Agreement. ***
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County Authorization Date:

March 24, 2009
County Notice Address:

Director
OC Waste & Recycling
300 N. Flower Street, Suite 400
Santa Ana, CA 92703

WASTE DISPOSAL AGREEMENT
Between

THE COUNTY OF ORANGE, CALIFORNIA
and
the

CITY OF BREA
Dated 16,2009
City Authorization Date:

June 16, 2009
City Notice Address:

Director
Maintenance Services Department
1 Civic Center Circle
Brea, CA 92821
'1:::1~-o?·
C7·8 8 + §4¥:.
3024958.2 Page K-1 Franchise Agreement, Exhibit K
Section I.I
Section 1.2
Section 2.1
Section 2.2

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS AND INTERPRETATION
DEFINITIONS ...... ., ................. ..., ............... .,., .................................... ,,,, .. ,. ............................................ 2 INTERPRETATION ........................... ,. .. .,,., ...... , ...... ,. .. ,. ......... .,,,""' .................................. ,.,. ..................... 7

ARTICLE II

REPRESENTATIONS AND WARRANTIES
REPRESENTATIONS AND WARRANTIES OF THE CITY ............................... , ........................ 8 REPRESENTATIONS AND WARRANTIES OF THE COUNTY ................................. .., .......... '"' 9

ARTICLE III

DELIVERY AND ACCEPTANCE OF WASTE AND PROVISION OF DISPOSAL SERVICE Section 3.1
Section 3.2
Section 3.3
Section 3.4
Section 3.5
Section 3.6
Section 3.7
Section 4.1
Section 4.2
Section 4.3
Section 4.4
Section 4.5
Section 4.6
Section 4.7
Section 5.1
Section 5.2
Section 5.3
Section 5.4
Section 5.5
Section 6.1
Section 6.2
Execution Copy
DELIVERY OF WASTE ................. .,.. ............ ,,., ................................................ ,., .... , ............................ 9 PROVISION OF DISPOSAL SERVICES BY THE COUNTY .................................................. .,. 11 COUNTY RIGHT TO REFUSE WASTE ...................................................................................... 12 UNINCORPORATED AREA ACCEPTABLE WASTE ...... .,. .. "' ........ ., ....................................... 13 MISCELLANEOUS OPERATIONAL MATTERS ............................. , ... , .................. , .... , ...... "'""'"' 14 OTHER USERS OF THE DISPOSAL SYSTEM ........... .,. ............................................................ 14 COUNTY PROVISION OF WASTE DIVERSION SERVICES ... ,,, ................................ .,. ........... 15

ARTICLE IV

CONTRACT RATE
CHARGING AND SECURING PAYMENT OF CONTRACT RA TE ......................................... 15 CONTRACT RA TE ........................................................................................................................ 15 RESPONSIBILITY FOR PAYMENT OF THE CONTRACT RATE ........................................... 21 BILLING OF THE CONTRACT RATE ....................... ...,m ........... ,, ............. ,.,,... ............................. 21 RESTRICTED RESERVES ................................................... ,, ...... , .. ,.,, ...... ,, .. ,, ............................ ,,,. ...... 21 AUDITED FINANCIAL STATEMENTS ...................................................................................... 22 ANNUAL UPDATE OF TEN-YEAR FINANCIAL PROJECTION .. .,, .............. .,, .. ,.. ................... 22

ARTICLEV
~~~~, ·•~u. ENFORCEMENT AND TERMINATION
BREACH ............ "" ........ ,, ......... ,.,, ........................................ , .... ,.,. .......................... , .... ,. ...... ,. .................. 23 CITY CONVENIENCE TERMINATION .... ,..,,., ............................... ,, .......... ,, ..... ,,,,,. ..... .,, .................... 23 TERMINATION .................... ,.. ...... ,, .................................. ,,. ........... ,,.,.,. ......... ,, .. ,.,,.,.,. ........................... , ... 23 NOW AIVERS ............................................................................... ,,,. .. , ...... ,,.,., .............................. ., ...... 24 FORUM FOR DISPUTE RESOLUTION ...................................................................................... 24

ARTICLE VI
TERM
EFFECTIVE DATE AND TERM .............. ,.,. ............................ ., ..................................... ,, .............. , .. 24 COMMENCEMENT DATE ........................................................................................................... 25 3024958.2 Page K-2 Franchise Agreement, Exhibit K
Section 7.1
Section 7.2
Section 7.3
Section 7.4
Section 7.5
Section 7.6
Section 7.7
Section 7.8
Section 7.9
Section 7.10
Section 7.11
Section 7.12
Section 7 .13
Section 7.14
Section 7.15
Section 7 .16
APPENDIX 1

ARTICLE VII

GENERAL PROVISIONS
OPERATION AND MAINTENANCE OF THE DISPOSAL SYSTEM ....................................... 26 UNCONTROLLABLE CIRCUMSTANCES GENERALLY ................... , .................... ,, .............. 26 INDEMNIFICATION ............................... ,,. .............................. ,., ...................................... ,, .......... ,. ...... 27 RELATIONSHIP OF THE PARTIES ............................................................................................ 27 LIMITED RECOURSE ........ ,, ............. "" ................................................ "' .................. , .. .,, ..... , .... , ............. 27 PRE-EXISTING RIGHTS AND LIABILITIES .............................................................................. 27 NO VESTED RIGHTS ................................................................................................................... 28 LIABILITY FOR COLLECTION, TRANSPORTATION AND PROCESSING .......................... 28 NO CONSEQUENTIAL OR PUNITIVE DAMAGES , ... ,.. ........................................................... 28 AMENDMENTS ............................ .,. ................. "" ....................... ,, .. ,.,, ................................................ 28 NOTICE OF LITIGATION ..................................................... ,,,, ........................................................... 28 FURTHER ASSURANCES ......................................................... ,. ........ ,. .............................. ,. .... "" ... 28 ASSIGNMENT OF AGREEMENT ............................................................ ,. ........................ ,..,. ........ 28 INTEREST ON OVERDUE OBLIGATIONS ............................................................................... 28 BINDING EFFECT ......................................................................................................................... 28 NOTICES ........................ ,, ........... , ................ ,. ................................................ .,, ......................... .,., ......... 28

ESTIMATED ANNUAL TONNAGE
APPENDIX2

CUMULATIVE TONNAGE TARGETS
APPENDIX3

CUMULATIVE CAPITAL COSTS
APPENDIX4

FORM OF HAULER ACKNOWLEDGEMENT
Execution Copy
ii
3024958.2 Page K-3 Franchise Agreement, Exhibit K

WASTE DISPOSAL AGREEMENT
THIS WASTE DISPOSAL AGREEMENT is made and dated as of the date indicated on the cover page hereof between the County of Orange, a political subdivision of the State of California (the "County"), and the City designated on the cover page of this Agreement, a general law or charter city and political subdivision of the State of California (the "City").

RECITALS
The County owns, manages and operates a sanitary landfill system for the disposal of municipal solid waste generated by the cities and the unincorporated area within the County (the "Disposal System"). The Disposal System includes three active landfills and four regional household hazardous waste collection centers.

The Disposal System is used for the disposal of municipal solid waste which is not reused, recycled or otherwise diverted from landfill disposal, pursuant to the California Integrated Waste Management Act of 1989 (Division 30 of the California Public Resources Code) (the "Act").

The City, in the exercise of its police power and its powers under the Act, has entered into a franchise or other agreement with or issued permits or licenses to one or more private haulers for the collection and disposal of municipal solid waste generated within the City.

A significant portion of municipal solid waste generated within the City historically has been and currently is delivered by such hauler or haulers to the County for disposal in the Disposal System.

In 1997, the City and the County entered in a waste disposal agreement (the "Original WDA"), pursuant to which the County agreed to provide disposal capacity for waste generated in the City, and the City agreed to deliver or cause the delivery of waste generated in the City to the Disposal System, as more specifically set forth in, and subject to the terms and conditions of, the Original WDA.

The Original WDA, as amended, will expire by its terms on June 30, 2010, unless the City and the County agree to renew the Original WDA.

The City and the County desire to enter into this agreement to extend, amend and restate the Original WDA, on the terms and conditions set forth herein. The County and City acknowledge that the Original WDA shall remain in full force and effect until the Commencement Date.

The City has determined that the execution of this Agreement by the City will serve the public health, safety and welfare of the City by providing greater disposal rate stability, more predictable and reliable long-term disposal service, and the continuation of sound environmental management.

The County has determined that the execution by the County of this Agreement will serve the public health, safety and welfare by providing a more stable, predictable and reliable supply of municipal solid waste and the resulting service payment revenue to the Disposal System, thereby enabling the County to plan, manage, operate and finance improvements to the Disposal System on a more prudent and sound long term, businesslike basis consistent with its obligations to the State and the holders of obligations secured by its Disposal System.

Official action approving this Agreement and determining it to be in the public interest and authorizing its execution and delivery was duly taken by the County on the County authorization date indicated on the cover page hereof.

Official action approving this Agreement and determining it to be in the public interest and authorizing its execution and delivery was duly taken by the City on the City authorization date indicated on the cover page hereof.

It is, therefore, agreed as follows:

Execution Copy
3024958.2 Page K-4 Franchise Agreement, Exhibit K

ARTICLE I

DEFINITIONS AND INTERPRETATION
SECTION 1.1 DEFINITIONS. As used in this Agreement, the following terms shall have the meanings set forth below.
"Acceptable Waste" means all garbage, refuse, rubbish and other materials and substances discarded or rejected as being spent, useless, worthless or in excess to the owners at the time of such discard or rejection and which are normally disposed of by or collected from residential (single family and multi-family), commercial, industrial, governmental and institutional establishments and which are acceptable at Class III landfills under Applicable Law.
"Act" means the California Integrated Waste Management Act of 1989 (Division 30 of the California Public Resources Code), as amended, supplemented, superseded and replaced from time to time. "Agreement" means this Waste Disposal Agreement between the County and the City as the same may be amended or modified from time to time in accordance herewith. "Appendix" means an appendix to this Agreement, as the same may be amended or modified from time to time in accordance with the terms hereof
"Applicable Law" means the Act, the Orange County Code, CERCLA, RCRA, CEQA, any Legal Entitlement and any federal or state rule, regulation, requirement, guideline, permit, action, determination or order of any Governmental Body having jurisdiction, applicable from time to time to the siting, design, permitting, acquisition, construction, equipping, :financing, ownership, possession, operation or maintenance of the Disposal System, the transfer, handling, transportation and disposal of Acceptable Waste, Unacceptable Waste, or any other transaction or matter contemplated hereby (including any of the foregoing which concern health, safety, fire, environmental protection, mitigation monitoring plans and building codes). "Board" means the California Integrated Waste Management Board. "Capital Costs" means all costs of the Disposal System that are classified as capital costs for purposes of the budget of the Department in accordance with procedures established by the County of Orange AuditorController in compliance with the California State Controller's Manual, including but not limited to all of the categories of costs of the Disposal System reported as "Buildings and Improvements, and Infrastructure" (Object Code 4200) or "Equipment" (Object Code 4000) in the County of Orange - Chart of Accounts, or any successor accounting or reporting system utilized by the County.
"CEQA" means the California Environmental Quality Act, codified at Cal. Pub. Res. Code Section 21000 et seq. as amended or superseded, and the regulations promulgated thereunder. "CERCLA" means the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.A. Section 9601 et seq., as amended or superseded, and the regulations promulgated thereunder. "Change in Law" means any of the following events or conditions which has a material and adverse effect on the performance by the parties of their respective obligations under this Agreement (except for payment obligations), or on the siting, design, permitting, acquisition, construction, equipping, :financing, ownership, possession, operation or maintenance of the Disposal System or other matters to which Applicable Law applies:
(1) the enactment, adoption, promulgation, issuance, material modification or written change in administrative or judicial interpretation on or after the Commencement Date of any Applicable Law (other than Applicable Law enacted by the County);
(2) the order or judgment of any Governmental Body (other than the County), on or after the Commencement Date, to the extent such order or judgment is not the result of willful or negligent action, error or 2 Execution Copy
3024958.2 Page K-5 Franchise Agreement, Exhibit K
omission or lack of reasonable diligence of the County or of the City, whichever is asserting the occurrence of a Change in Law; provided, however, that the contesting in good faith or the failure in good faith to contest any such order or judgment shall not constitute or be construed as such a willful or negligent action, error or omission or lack of reasonable diligence; or
(3) the denial of an application for, delay in the review, issuance or renewal of, or suspension, termination, interruption, imposition of a new or more stringent condition in connection with the issuance, renewal or failure of issuance or renewal on or after the Commencement Date of any Legal Entitlement to the extent that such denial, delay, suspension, termination, interruption, imposition or failure materially and adversely interferes with the performance of this Agreement, if and to the extent that such denial, delay, suspension, termination, interruption, imposition or failure is not the result of willful or negligent action, error or omission or a lack of reasonable diligence of the County or of the City, whichever is asserting the occurrence of a Change in Law; provided, however that the contesting in good faith or the failure in good faith to contest any such denial, delay, suspension, termination, interruption, imposition or failure shall not be construed as such a willful or negligent action, error or omission or lack ofreasonable diligence.

A "Change in Law" shall include but not be limited to any new or revised requirements relating to the funding or provision of disposal services, including but not limited to any regulations for disposal operations or activities associated with the remediation, closure, funding or monitoring of closed sites with respect to facilities comprising the Disposal System, or facilities which the County previously utilized to provide waste disposal, transfer, recycling, processing or other waste related activities. "City" means, as applicable, the city or Sanitary District designated on the cover page of this Agreement and party to this Agreement.
"City Acceptable Waste" means all Acceptable Waste which was originally discarded by the first generator thereof within the geographical limits of the City, and Residue from the foregoing wherever produced, whether within or outside the City ( or Tonnage equivalencies of such Residues, as and to the extent provided in subsection 3.l(C) hereof).
"Commencement Date" means the date on which the obligations of the parties hereto commence, established as provided in Section 6.2(B) hereof.
"Contract Date" means the first date on which this Agreement has been executed by both parties hereto. "Contract Rate" has the meaning specified in Section 4.2 hereof. "Contract Year" means the fiscal year commencing on July 1 in any year and ending on June 30 of the following year.
"Controllable Waste" means all City Acceptable Waste with respect to which the City has the legal or contractual ability to determine the disposal location therefor and which is:
(1) Non-Recycled City Acceptable Waste;
(2) not generated from the operations of the Governmental Bodies which, under Applicable Law, have the independent power to arrange for the disposal of the waste they generate; and (3) collected and hauled by Franchise Haulers.
"County" means the County of Orange, a political subdivision of the State of California and party to this Agreement.
"County Plan" means the integrated waste management plan of the County approved by the Board pursuant to the Act as in effect from time to time.
3 3024958.2 Page K-6 Franchise Agreement, Exhibit K
"County Acceptable Waste" means Acceptable Waste generated in the County. "County OC Waste & Recycling Enterprise Fund" means the waste management enterprise fund established and managed by the County pursuant to Section 25261 of the Government Code separate from its other funds and accounts for receipts and disbursements in connection with the Disposal System. "County-wide Recycling Services" has the meaning set forth in subsection 3.7(A) hereof. "Cumulative Tonnage Target" for any given Contract Year means the amount specified in Appendix 2 hereto with respect to such Contract Year.
"Department" means OC Waste & Recycling, and any agency, department or other Governmental Body which succeeds to the duties and powers thereof.
"Disposal Agreements" means each of the waste disposal agreements entered into between the County and any city within the County, Sanitary District or operator of any Transfer Station located in the County in accordance herewith.
"Disposal Services" means the solid waste disposal services to be provided by the County pursuant to the Service Covenant and otherwise hereunder.
"Disposal System" means the Orange County Waste Disposal System which includes solid waste disposal operations at three active landfills (Olinda Alpha, Frank R. Bowerman and Prima Deshecha); four regional Household Hazardous Waste Collection Centers; as well as services, such as monitoring and other activities, at closed refuse stations formerly operated by the County, as appropriate under Applicable Law. "Environmental Fund" means the fund or funds held by the County to pay unanticipated costs of environmental mitigation, remediation or liability.
"Franchise Hauler" means any hauler or collector who provides Acceptable Waste collection services within the City pursuant to, or under authority granted by, a permit, contract, franchise or other agreement with the City. The term Franchise Hauler includes the City itself if Acceptable Waste collection and transportation services are provided directly by City operated municipal collection service. "Governmental Body" means any federal, State, county, city or regional legislative, executive, judicial or other governmental board, agency, authority, commission, administration, court or other body, or any officer thereof acting within the scope of his or her authority.
"Hazardous Substance" has the meaning given such term in CERCLA, the Carpenter-Presley-Tanner Hazardous Substance Account Act (California Health and Safety Code Section 25300 et seq.), and Titles 22 and 26 of the California Code of Regulations and other regulations promulgated thereunder. "Hazardous Waste" means {a) any waste which by reason of its quality, concentration, composition or physical, chemical or infectious characteristics may do either of the following: cause, or significantly contribute to, an increase in mortality or an increase in serious irreversible, or incapacitating reversible, illness, or pose a substantial threat or potential hazard to human health or the environment, or any waste which is defined or regulated as a hazardous waste, toxic substance, hazardous chemical substance or mixture, or asbestos under Applicable Law, as amended from time to time including, but not limited to: (1) the Resource Conservation and Recovery Act and the regulations contained in 40 CFR Parts 260-281; (2) the Toxic Substances Control Act (15 U.S.C. Sections 2601 et seq.) and the regulations contained in 40 CFR Parts 761-766; (3) the California Health and Safety Code, Section 25117 (West 1992 & Supp. 1996); (4) the California Public Resources Code, Section 40141 (West 1996); and (5) future additional or substitute Applicable Law pertaining to the identification, treatment, storage or disposal of toxic substances or hazardous wastes; or (b) radioactive materials which are source, special nuclear or by-product material as defined by the Atomic Energy Act of 1954 (42 U.S.C. Section 2011 et seq.) and the regulations contained in 10 CFR Part 40.
4 3024958.2 Page K-7 Franchise Agreement, Exhibit K
"Imported Acceptable Waste" means Acceptable Waste that is generated outside of the geographical boundaries of the County and delivered to the Disposal System. "Independent Haulers" means those waste collection/hauler companies primarily engaged as a principal business in the collection and transportation of municipal solid waste generated in the County of Orange which are not obligated to deliver County Acceptable Waste to the Disposal System pursuant to a franchise, contract, permit or other authorization with a city in the County. •
"Initial Term" has the meaning specified in Section 6.l(A) hereof. "Legal Entitlement" means all permits, licenses, approvals, authorizations, consents and entitlements of whatever kind and however described which are required under Applicable Law to be obtained or maintained by any person with respect to the Disposal System or the performance of any obligation under this Agreement or the matters covered hereby.
"Legal Proceeding" means every action, suit, litigation, arbitration, administrative proceeding, and other legal or equitable proceeding having a bearing upon this Agreement. "Loss-and-Expense" means any and all loss, liability, obligation, damage, delay, penalty, judgment, deposit, cost, expense, claim, demand, charge, tax, or expense, including all fees and costs. "Net Import Revenues" has the meaning ascribed thereto in Section 3.6(E). "Non-Recycled City Acceptable Waste" means all City Acceptable Waste other than Recycled City Acceptable Waste.
"Overdue Rate" means the maximum rate of interest permitted by the laws of the State, if applicable, or the prime rate established from time to time by the Bank of America, N.A. or its successors and assigns, plus 2%, whichever is lower.
"Participating City" means any city or Sanitary District executing a Disposal Agreement in accordance with Section 3.6(A) hereof and meeting all requisite conditions to the Commencement Date thereof. "Plan of Adjustment" means the County's Modified Second Amended Plan of Adjustment, confirmed by the United States Bankruptcy Court Central District of California in that Conformed Order Confirming Modified Second Amended Plan of Adjustment, filed May 17, 1996.
"Posted Disposal Rate" means the per ton tipping fee charged by the County for the disposal of solid waste at the Disposal System by parties which are not entitled to disposal service at the Contract Rate pursuant to this Agreement.
"Prohibited Medical Waste" means any medical or infectious waste prohibited or restricted under Applicable Law from being received by or disposed at the Disposal System. "Qualified Household Hazardous Waste" means waste materials determined by the Board, the Department of Health Services, the State Water Resources Control Board, or the Air Resources Board to be:
( 1) Of a nature that they must be listed as hazardous in State statutes and regulations; (2) Toxic/ignitable/corrosive/reactive; and
(3) Carcinogenic/mutagenic/teratogenic;
which are discarded from households as opposed to businesses. Qualified Household Hazardous Waste shall not include Unacceptable Waste.
5 3024958.2 Page K-8 Franchise Agreement, Exhibit K
"Recycled City Acceptable Waste" means any otherwise Controllable Waste which is separated from Acceptable Waste by the generator thereof or by processing and which is "recycled" within the meaning of Section 40180 of the Public Resources Code.
"Renewal Term" has the meaning specified in Subsection 6.l(B) hereof. "Residue" means any material remaining from the processing, by any means and to any extent, of City Acceptable Waste or Recycled City Acceptable Waste; provided, however, that Residue shall not include minimal amounts of material remaining after such processing (which minimal amounts shall in no event exceed 10% of the amount of such City Acceptable Waste or Recycled City Acceptable Waste prior to processing). "Resource Conservation and Recovery Act" or "RCRA" means the Resource Conservation and Recovery Act, 42 U.S.C.A. Section 6901 et seq., as amended and superseded. "Restricted·Reserves" has the meaning specified in Section 4.5. "Sanitary Districts" means the sanitary districts in the County formed pursuant to the Sanitary District Act of 1923, codified at Cal. Ann. Health & Safety Code Section 6400 et seq., as amended, supplemented, superseded and replaced from time to time.
"Self-Hauled Waste" means City Acceptable Waste collected and hauled by Self-Haulers. "Self-Hauler" means any person not engaged commercially in waste haulage who collects and hauls Acceptable Waste generated from residential or business activities conducted by such person. "Service Coordinator" means the service coordinator for either party designated pursuant to subsection 3.5(C) hereof.
"Service Covenant" means the covenants and agreements of the County set forth in Sections 3.2 and 3.3 hereof.
"Source-Separated Household Hazardous Waste" means Qualified Household Hazardous Waste which has been segregated from Acceptable Waste originating or generated within the geographical jurisdiction of the City at the source or location of generation.
"Source-Separated Household Hazardous Waste Disposal System" means the collection centers, facilities, contracts and other arrangements owned or administered by the County for the receipt, handling and disposal of Source-Separated Household Hazardous Waste.
"State" means the State of California.
"Term" shall mean the Term of this Agreement.
"Ton" means a "short ton" of2,000 pounds.
"Transfer Station" means any materials recovery facility, composting facility, intermediate processing facility, recycling center, transfer station or other waste handling or management facility to which solid waste collected for the City is delivered for processing before disposal in the Disposal System. "Unacceptable Waste" means Hazardous Waste; Hazardous Substances; Prohibited Medical Waste; Qualified Household Hazardous Waste separated from Acceptable Waste; explosives, ordnance, highly flammable substances, and noxious materials and lead-acid batteries (except if delivered in minimal quantities); drums and closed containers; liquid waste, oil, human wastes; machinery and equipment from commercial or industrial sources, such as hardened gears, shafts, motor vehicles or major components thereof, agricultural equipment, trailers, marine 6 3024958.2 Page K-9 Franchise Agreement, Exhibit K
vessels and steel cable; hot loads; and any waste which the Disposal System is prohibited from receiving under Applicable Law.
"Uncontrollable Circumstance" means any act, event or condition affecting the Disposal System, the County, the City, or any of their Franchise Haulers, contractors or suppliers to the extent that it materially and adversely affects the ability of either party to perform any obligation under the Agreement (except for payment obligations), if such act, event or condition is beyond the reasonable control of and is not also the result of the willful or negligent act, error or omission or failure to exercise reasonable diligence on the part of the party relying thereon as justification for not performing an obligation or complying with any condition required of such party under the Agreement; provided, however, that the contesting in good faith or the failure in good faith to contest such action or inaction shall not be construed as willful or negligent action or a lack of reasonable diligence of either party. Examples of Uncontrollable Circumstances are:
(I) an act of God, landslide, lightning, earthquake, fire, explosion, flood, sabotage or similar occurrence, acts of a public enemy, extortion, war, blockade or insurrection, riot or civil disturbance; and (2) a Change in Law.
"Unincorporated Area" means those portions of the County which are not contained within the jurisdictional boundaries of incorporated cities.
"Unincorporated Area Acceptable Waste" means Acceptable Waste originating from or generated within the Unincorporated Area.
"Unrestricted Reserves" means cash and other reserves of the Disposal System which are not Restricted Reserves.
"Waste Disposal Covenant" means the covenants and agreements of the City set forth in Section 3.l hereof.

SECTION 1.2 INTERPRETATION. In this Agreement, unless the context otherwise requires:
(A) References Hereto. The terms "hereby", "hereof', "herein", "hereunder" and any similar terms refer to this Agreement, and the term "hereafter" means after, and the term "heretofore" means before, the Contract Date.
(B) Gender and Plurality. Words of the masculine gender mean and include correlative words of the feminine and neuter genders and words importing the singular number mean and include the plural number and vice versa.
(C) Persons. Words importing persons include firms, companies, associations, general partnerships, limited partnerships, trusts, business trusts, corporations and other legal entities, including public bodies, as well as individuals.
(D) Headings. The table of contents and any headings preceding the text of the Articles, Sections and subsections of this Agreement shall be solely for convenience of reference and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect. (E) No Third Party Beneficiaries. Nothing in this Agreement is intended to confer on haulers or any other person other than the parties hereto and their respective permitted successors and assigns hereunder any rights or remedies under or by reason of this Agreement. (F) Counterparts. This Agreement may be executed in any number of original counterparts.

All such counterparts shall constitute but one and the same Agreement. 7 3024958.2 Page K-10 Franchise Agreement, Exhibit K
(G) Applicable Law. This Agreement shall be governed by and construed in accordance with the Applicable Laws of the State of California.
(H) Severability. If any clause, provision, subsection, Section or Article of this Agreement shall be ruled invalid by any court of jurisdiction, then the parties shall: (1) promptly meet and negotiate a substitute for such clause, provision, subsection, Section or Article which shall, to the greatest extent legally permissible, effect the intent of the parties therein; (2) if necessary or desirable to accomplish item (1) above, apply to the court having declared such invalidity for a judicial construction of the invalidated portion of this Agreement; and (3) negotiate such changes in, substitutions for or additions to the remaining provisions of this Agreement as may be necessary in addition to and in conjunction with items (1) and (2) above to effect the intent of the parties in the invalid provision. The invalidity of such clause, provision, subsection, Section or Article shall not affect any of the remaining provisions hereof, and this Agreement shall be construed and enforced as if such invalid portion did not exist, unless such invalidity frustrates the underlying primary purpose of the Agreement. (I) Integration; Preservation of Certain Agreements. This Agreement contains the entire agreement between the parties with respect to the transactions contemplated hereby. This Agreement shall completely and fully supersede all prior understandings and agreements between the Parties with respect to such transactions; provided, however, that this Agreement shall not supersede the following agreements:
1) MOU, dated March 10, 1992, between the City of Brea and the County of Orange regarding the Olinda Alpha Landfill as amended on April 6, 1993 and November 29, 1994; 2) MOU, dated May 11, 1995, between the City of Brea and the County of Orange regarding importation of out-of-County waste to the Olinda Alpha Landfill; 3) Settlement Agreement, dated August 1, 1984, between the City oflrvine and the County of Orange regarding the Bee Canyon Landfill (currently called Frank R. Bowerman Landfill); 4) MOU, dated May 16, 1995, between the City of Irvine and the County of Orange regarding importation of out-of-County waste to the Frank R. Bowerman Landfill; 5) MOU, dated September 12, 1995, and amended November 21, 1995, between the City of San Juan Capistrano and the County of Orange regarding importation of out-of-County waste to the Prima Deshecha Landfill;
6) MOU, dated July 1, 1997, between the City of San Clemente[, the Orange County Flood Control District] and the County of Orange regarding the Prima Deshecha Landfill; and 7) Cooperative Agreement, dated August 15, 2006, between the County and the City of Irvine.
(J) Recitals. The recitals to this Agreement are not intended to bind the parties hereto. In the event of a conflict between the recitals and the operative provisions of this Agreement, the operative provisions shall prevail. The recitals shall not be used to interpret the provisions of the Agreement.

ARTICLE II

REPRESENTATIONS AND WARRANTIES
SECTION 2.1 REPRESENTATIONS AND WARRANTIES OF THE CITY. The City represents and warrants that:
(A) Existence. The City is a general law or charter city validly existing under the Constitution and laws of the State.
8 3024958.2 Page K-11 Franchise Agreement, Exhibit K
(B) Due Authorization. The City has duly authorized the execution and delivery of this Agreement, and this Agreement has been duly executed and delivered by the City.

SECTION 2.2 REPRESENTATIONS .. AND WARRANTIES OF THE COUNTY. The County represents and warrants that:
(A) Existence. The County is a political subdivision of the State of California validly existing under the Constitution and laws of the State.
(B) Due Authorization. The County has duly authorized the execution and delivery of this Agreement, and this Agreement has been duly executed and delivered by the County.

ARTICLE III

DELIVERY AND ACCEPTANCE OF WASTE

AND PROVISION OF DISPOSAL SERVICE
SECTION 3.1 DELIVERY OF WAS.TE.
(A) Waste Disposal Covenant. Subject to the occurrence of the Commencement Date and throughout the Term of this Agreement, the City shall exercise all legal and contractual power and authority which it may possess from time to time to deliver or cause the delivery of all Controllable Waste to the Disposal System in accordance herewith.
(B) Recycled City Acceptable Waste. The parties hereto acknowledge the responsibility of the City to meet the recycling and landfill diversion goals contained in the Act. Nothing in this Agreement is intended or shall be interpreted to prohibit or impair the ability of the City to meet such responsibilities, or to restrict the right of the residents, businesses or organizations in the City to practice source separation, recycling, composting or other materials recovery activities, or to restrict the right of the City to conduct, sponsor, encourage or require such activities in any form. No reduction in the amount of Controllable Waste generated in the City and delivered to the Disposal System by or on behalf of the City which may result from any such source separation or recycling program shall cause the City any liability hereunder (other than potential adjustment to the Contract Rate to the extent provided in Article IV hereof) and shall not constitute a breach of this Agreement. (C) Waste Delivered to Transfer Station. All Residue from any processing of Controllable Waste by materials recovery, composting, recycling or other means, wherever performed, shall constitute Controllable Waste and be subject to the Waste Disposal Covenant. Where City Acceptable Waste is processed at a facility which concurrently processes other Acceptable Waste in a manner which produces commingled residue which cannot be traced to a geographic source, generic residues from such facility in Tonnage equal to the residues that would have been produced had City Acceptable Waste only been processed at the facility shall constitute Controllable Waste and be subject to the Waste Disposal Covenant. Any City Acceptable Waste or material derived or segregated therefrom which is held in storage and asserted by the possessor thereof to constitute Recycled City Acceptable Waste awaiting sale or distribution to the secondary materials markets shall constitute Controllable Waste if, when and to the extent that the storage or diversion thereof can be reasonably deemed to constitute an evasion of the Waste Disposal Covenant rather than generally recognized, accepted and prevailing practice in the Southern California materials recovery and recycling industry conducted in accordance with Applicable Law. In order for the owner and/or operator of a transfer station to be entitled to deliver Acceptable Waste from a Participating City to the Disposal System for the Contract Rate as provided in Article IV, such owner and/or operator must execute a direct agreement with the County, acknowledging and agreeing to comply with the obligation of the Participating City to cause the delivery of all Controllable Waste to the Disposal System pursuant to this Agreement. In addition, the County shall be authorized to implement procedures to determine if Acceptable Waste delivered by the owners or operators of Transfer Stations is entitled to utilize the Disposal System for the Contract Rate. Such procedures may include requiring Transfer Stations to certify, under penalty of perjury, the source of any such Acceptable Waste. ff necessary, the County may require that, in order to qualify for use of the Disposal System for the Contract Rate, Transfer Stations must deliver Controllable Waste in loads containing only Controllable Waste, and not commingled with Acceptable Waste from entities which are not Participating Cities or Participating Independent Haulers.
9 Execution Copy
3024958.2 Page K-12 Franchise Agreement, Exhibit K
(D) Power to Obligate Waste Disposal and Comply with this Agreement. On or before the Commencement Date, (i) any City franchise, contract, lease, or other agreement which is lawfully in effect relating to or affecting Controllable Waste shall provide, or shall have been amended to provide, that the City shall have the right without material restriction on and after the Commencement Date to direct the delivery of all Controllable Waste to a disposal location selected by the City (whether or not such Controllable Waste is delivered to a transfer station as an intermediate step prior to landfill disposal) and otherwise to comply with its obligations under this Agreement with respect to Controllable Waste and Franchise Haulers, and (ii) the City shall designate the Disposal System as the disposal location pursuant to such franchise, contract, lease or other agreement. On and after the Commencement Date and throughout the Term of this Agreement the City (a) shall not enter into any franchise, contract, lease, agreement or obligation, issue any permit, license or approval, or adopt any ordinance, resolution or law which is materially inconsistent with the requirements of the Waste Disposal Covenant, and (b) shall maintain non-exclusive or exclusive franchises or other contractual arrangements over any City Acceptable Waste which, as of the Contract Date, is subject to non-exclusive or exclusive franchise or other contractual arrangements. The City agrees that the County shall be a third party beneficiary of the obligation of Franchise Haulers to deliver Controllable Waste to the Disposal System, and may directly enforce such obligation through any legal means available. The City shall notify in writing each Franchise Hauler of the County's third party beneficiary rights. (E) Waste Flow Enforcement. (1) The City, in cooperation with the Department, shall establish, implement, carry out and enforce a waste flow enforcement program which is sufficient to assure the delivery of all Controllable Waste to the Disposal System pursuant to and in accordance with the Waste Disposal Covenant for disposal at the times and in the manner provided herein. The waste flow enforcement program shall consist of amending City franchises, permits or authorizations with all Franchise Haulers, to the extent required by this Section and to the extent allowed by law, and shall include in addition, to the extent necessary and appropriate in the circumstances to assure compliance with the Waste Disposal Covenant, but shall not be limited to:
(i) licensing or permitting Franchise Haulers, upon the condition of compliance with the Waste Disposal Covenant, (ii) providing for and taking appropriate enforcement action under any such franchise, license, or permit, such as but not limited to the suspension, revocation and termination of collection rights and privileges, the imposition of fines or collection of damages, and the exercise of injunctive relief against non-complying Franchise Haulers and (iii) causing any Transfer Station to which Controllable Waste is delivered for processing to deliver certification, under the penalty of perjury, of the amounts of Controllable Waste received and Residue remaining from processing at such Transfer Station.
(2) The City acknowledges and agrees that in the event of a breach of the Waste Disposal Covenant by the City, the City shall pay the County an amount equal to the amount that the City would have been required to pay to the County had the Waste Disposal Covenant not been breached, which shall be calculated by (x) subtracting the number of tons actually delivered during the month(s) of the breach from the number of tons that were delivered during the same month(s) closest in time when there was no such breach, even if such month(s) closest in time was prior to the Term, and (y) multiplying such amount by the Contract Rate in effect at the time of such breach (or any higher rate with respect to which the County has provided notice pursuant to Section 4.2). In the event that the County terminates the Waste Disposal Agreement as a result of such breach, the damages due as a result of such termination shall be equal to (aa) the average monthly deliveries by the City for the twelve months prior to the commencement of the breach multiplied by (bb) the Contract Rate in effect at the time of such breach (or any higher rate with respect to which the County has provided notice pursuant to Section 4.2), multiplied by (cc) the number of months that would have remained in the Term of the Agreement had the termination not occurred. The parties recognize that if the City fails to meet its obligations hereunder, the County will suffer damages and that it is and will be impracticable and extremely difficult to ascertain and determine the exact amount of such damages.

Therefore, the parties agree that the damages specified above represent a reasonable estimate of the amount of such damages, considering all of the circumstances existing on the date hereto, including the relationship of the sums to the range of harm to the County that reasonably could be anticipated and anticipation that proof of actual damages would be costly or inconvenient. In signing this Agreement, each party specifically confirms the accuracy of the statements made above and the fact that each party had ample opportunity to consult with legal counsel and obtain an explanation of this liquidated damage provision at the time that this Agreement was made. (F) Legal Challenges to Franchise System. The City shall use its best efforts to preserve, protect and defend its right to exercise and comply with the Waste Disposal Covenant against any challenge thereto, legal or otherwise (including any lawsuits against the City or the County, whether as plaintiff or defendant), by a 10 Execution Copy
3024958.2 Page K-13 Franchise Agreement, Exhibit K
Franchise Hauler or any other person, based upon breach of contract, violation of law or any other legal theory. The City shall bear the cost and expense of any such Legal Proceeding or other challenge. In the event any such Legal Proceeding relating to the Waste Disposal Covenant or the City's exercise thereof establishes in a final determination that such covenant or exercise thereof is void, unlawful or unenforceable, or if any Franchise Hauler fails to deliver Controllable Waste to the Disposal System in breach of its franchise with the City on the grounds that a judicial determination made by any court or other Applicable Law has rendered its obligation to deliver Controllable Waste to the Disposal System void, unlawful or unenforceable on any legal grounds, with the result that actual waste deliveries to the Disposal System fall below the Cumulative Tonnage Targets, the County shall be entitled to avail itself of the remedies described in Section 4.2(B) hereof. (G) Franchise Haulers. The City shall compile and provide the Department with the following information concerning all Franchise Haulers: name, address and phone number; identification number; area of collection and transportation; and franchise and permit terms. (H) Waste Information System. The City shall cooperate with the Department in collecting information and otherwise monitoring Franchise Haulers in order to assure compliance with this Agreement. Such information may include, to the extent practicable, data pertaining to Controllable Waste collected, transported, stored, processed and disposed of, Recycled City Acceptable Waste collected, transported, stored, processed and marketed or disposed of, Franchise Haulers' franchise, permit or license terms, collection areas, transportation routes and compliance with Applicable Law; and all other information which may reasonably be required by the Department in connection with this Agreement. The City agrees to include in any revised franchise, contract, license or permit or other authorization granted to Franchise Haulers an obligation of the Franchise Hauler to provide to the County information relating to the Controllable Waste collected by such Franchise Hauler, including origins from which such Controllable Waste was collected, tonnage by type of load (residential, commercial, roll-off box), customer service levels, tonnage delivered by transfer station or material recovery facility utilized, and other related information.
(I) City Actions Affecting County. The City agrees to carry out and fulfill its responsibilities under this Agreement and Applicable Law so as to permit full and timely compliance by the County with its covenants and agreements with the State. In particular, the City agrees not to conduct, authorize or permit any disposal services for Controllable Waste to be provided in competition with the Disposal Services provided by the County hereunder, and not to take or omit to take any action with respect to Controllable Waste or its collection, transportation, transfer, storage, treatment or disposal that may materially and adversely affect the County's ability to achieve such timely compliance. Notwithstanding the foregoing, the City shall not be required to deny any permit or license or refuse to grant any approval while exercising its police powers. (J) No Right of Waste Substitution. Nothing in this Agreement shall authorize or entitle the City to deliver or cause the delivery to the Disposal System of Acceptable Waste originating from or generated outside the jurisdiction of the City, nor obligate the County to receive or dispose of any such Acceptable Waste.

The City shall not assign in whole or in part its right to deliver or cause to be delivered Controllable Waste to the County hereunder, and shall not permit any Acceptable Waste originating from or generated outside the jurisdiction of the City to be substituted for Controllable Waste for any purpose hereunder. (K) Annexations and Restructuring. It is the intention of the parties that this Agreement and the obligations and rights of the City hereunder, including particularly the Waste Disposal Covenant and the Contract Rate, shall, to the extent permitted by Applicable Law, extend to any territory annexed by the City (or any territory with respect to which the City assumes, after March 30, 2008, solid waste management responsibility from a Sanitary District or other public entity) and shall bind any successor or restructured Governmental Body which shall assume or succeed to the rights of the City under Applicable Law.

SECTION 3.2 PROVISION OF DISPOSAL SERVICES BY TIIE COUNTY. (A) Service Covenant. Commencing on the Commencement Date, the County shall provide or cause the provision of the service of ( 1) receiving and disposing of all Controllable Waste at the Disposal System (or such other facilities, including transfer stations, as the County may determine to use), (2) disposing in accordance with subsection 3.2(C) hereof of Controllable Waste which, at any time and for any reason, is in excess 11 Execution Copy
3024958.2 Page K-14 Franchise Agreement, Exhibit K
of the disposal capacity of the Disposal System, and (3) in accordance with subsection 3.3(C) hereof, disposing of Unacceptable Waste inadvertently accepted at the Disposal System. The County, to the maximum extent permitted under Applicable Law, shall use its best efforts to keep the Olinda Alpha, Prima Deshecha and Frank R. Bowerman Landfills open for the receipt of waste for disposal or transfer of Controllable Waste pursuant to this Agreement.

The County shall do and perform all acts and things which may be necessary or desirable in connection with its covenants in this subsection, including without limitation all planning, development, administration, implementation, construction, operation, maintenance, management, financing and contract work related thereto or undertaken in connection therewith. The County shall exercise all reasonable efforts to minimize the costs incurred in complying with the Service Covenant consistent with its responsibilities hereunder and under this Agreement, Applicable Law and prudent solid waste management practice and environmental considerations. (B) Particular Facilities. The Department and the City shall consult and cooperate in determining whether and to what extent from time to time other landfills other than that primarily used by the City shall be utilized to receive Controllable Waste. The Department shall immediately advise the City by telephone of any situation, event or circumstance which results in the partial or complete inability of the County to receive Controllable Waste at any particular landfill within the Disposal System, its effect on the County's ability to perform its obligations hereunder, and the County's best estimate of the probable duration. The Department shall confirm such advice in writing within 24 hours of the occurrence of any such inability. The County shall use its best efforts to resume normal operation of the landfill primarily used by the City as soon as possible. In the event of a temporary material increase in average daily deliveries of Controllable Waste from the City which the County reasonably believes could result in the permitted daily disposal capacity limit to be exceeded with respect to a particular landfill within the Disposal System, the County shall have the right to redirect the increased Controllable Waste to another landfill within the Disposal System for the duration of the increase in average daily deliveries; provided, however, that in such circumstances the County shall utilize reasonable efforts to first redirect waste which is not Controllable Waste.
(C) Compliance with Service Covenant Not Excused for any Reason. Commencing on the Commencement Date, the obligations of the County to duly observe and comply with the Service Covenant shall apply continuously and without interruption for the Term of this Agreement. In the event that any Change in Law or other Uncontrollable Circumstance impairs or precludes compliance with the Service Covenant by the means or methods then being employed by the County, the County shall implement alternative or substitute means and methods to enable it to satisfy the terms and conditions of the Service Covenant. In the event that a Change in Law precludes the County from complying with such covenants with the means or methods then being employed and from utilizing any alternate or substitute means or methods of compliance, the County shall continuously use all reasonable efforts to effectuate executive, legislative or judicial change in or relief from the applicability of such law so as to enable the County lawfully to resume compliance with such covenants as soon as possible following the Change in Law.

SECTION 3.3 COUNTY RIGHT TO REFUSE WASIE.
(A) Right of Refusal. Notwithstanding any other provision hereof, the County may refuse delivery of:
(1) Hazardous Waste;
(2) Controllable Waste delivered at hours other than those provided in Section 3.5 hereof;
(3) Waste that does not constitute Acceptable Waste;
(4) Waste that is delivered by any party which has not executed a Waste Disposal Agreement; and
(5) Controllable Waste consisting primarily of construction and demolition debris or inerts which may cause a particular facility's daily tonnage limit to be exceeded. 12 Execution Copy
3024958.2 Page K-15 Franchise Agreement, Exhibit K
(B) Identification of Unacceptable Waste. The Department shall have the right (but not the duty or the obligation) to inspect the vehicles of all Franchise Haulers delivering material to the Disposal System, and may require that the Franchise Hauler remove any Unacceptable Waste from such vehicle before it is unloaded.

If the Department determines that it is impractical to separate Controllable Waste from Unacceptable Waste in any vehicle, or if the Franchise Hauler delivering such waste is unwilling to make such separation, or if any vehicle is carrying waste which may spill or leak, then the Department may reject the entire vehicle, and the City shall forthwith remove or cause the removal of the entire delivery from the Disposal System. The Department may take all reasonable measures to prevent waste from being blown or scattered before and during unloading. The City shall cause the Franchise Haulers to observe and comply with Applicable Law, the operating rules and regulations of the Department, and the provisions of this Agreement prohibiting the delivery of Unacceptable Waste to the Disposal System.
(C) Hazardous Waste and Hazardous Substances. The parties acknowledge that the Disposal System has not been designed or permitted, and is not intended to be used in any manner or to any extent, for the handling, transportation, storage or disposal of Hazardous Waste or Hazardous Substances. Neither the County nor the City shall countenance or knowingly permit the delivery of Hazardous Waste or Hazardous Substances to the Disposal System.
(D) Disposal of Unacceptable Waste and Hazardous Waste. If Unacceptable Waste or Hazardous Waste is discovered in a vehicle at any landfill within the Disposal System, the driver of the vehicle will not be permitted to discharge the load. If a vehicle is observed unloading Unacceptable Waste or Hazardous Waste in the tipping area of a landfill within the Disposal System Department personnel will use reasonable efforts to assure that such material has been characterized, properly secured and its disposition resolved. The return or reloading onto the delivery vehicle of any Hazardous Waste, Prohibited Medical Waste or other waste requiring handling or transportation shall be conducted in accordance with Applicable Law. Whenever Hazardous Waste is detected at any landfill within the Disposal System, the Department shall take immediate action in accordance with Applicable Law.
(E) Source-Separated Household Hazardous Waste. The County shall maintain, as part of the Disposal System, a Source-Separated Household Hazardous Waste Disposal System for the disposal of SourceSeparated Household Hazardous Waste. The disposal service provided by such system shall constitute part of the Disposal Services, and shall be available to Participating Cities as part of the Contract Rate. The County may impose additional fees and charges for services relating to Source-Separated Household Hazardous Waste with respect to cities which are not parties to a Disposal Agreement. The County may provide for the expansion, contraction or modification of the Source-Separated Household Hazardous Waste Disposal System and its services to the extent necessary to ensure the Disposal System's viabjlity; provided, however, if the County chooses to reduce services, the County shall nonetheless continue to expend funds for the Source-Separated Household Hazardous Waste Disposal System each year during the term of this Agreement in an amount at least equal to the amount of funds expended for the Source-Separated Household Hazardous Waste Disposal System during fiscal year 2006-07 as adjusted by changes in the Producer Price Index.

SECTION 3.4 UNINCORPORATED AREA ACCEPTABLE WASTE. Commencing on the Commencement Date, the County in accordance with Applicable Law shall provide or cause to be provided the service of disposing of non-recycled Acceptable Waste originating or generated within the Unincorporated Area and, with respect to such waste, shall comply with the Waste Disposal Covenant as if the County constituted a City subject to the Waste Disposal Covenant hereunder. Rates charged by the County for the disposal of each class of non-recycled Acceptable Waste generated in the Unincorporated Area shall be the same as the Contract Fee charged for the disposal of each class of Controllable Waste. The County shall use its best efforts to preserve, protect and defend its right to exercise and comply with the Waste Disposal Covenant (with respect to non-recycled Acceptable Waste generated in the Unincorporated Area) against any challenge thereto, legal or otherwise, by a Franchise Hauler or any other person, based upon breach of contract, violation of law or any other legal theory. The County shall bear the cost and expense of any such Legal Proceeding or other challenge (with respect to non-recycled Acceptable Waste generated in the Unincorporated Area). 13 Execution Copy
3024958.2 Page K-16 Franchise Agreement, Exhibit K
SECTION 3.5 MISCELLANEOUS OPERATIONAL MATTERS.
(A) Operating Hours. The County shall keep the Disposal System open for the receiving of Controllable Waste during such regular operating hours as may be established by the Department in the operating rules and regulations applicable to the Disposal System. The County shall utilize best efforts to maintain substantially similar hours, as were in effect on January 2, 2009, for the receipt of waste through the term of this Agreement (subject to Applicable Law).
(B) Scales and Weighing. The Department shall operate and maintain permanent scales at the Disposal System. The Department shall weigh all vehicles delivering waste by or on behalf of the City (whether or not the County accepts such waste) and prepare a daily weight record with regard to such delivery. (C) Service Coordinator. The County and the City each shall designate in writing thirty days prior to the expected Commencement Date a person to transmit instructions, receive information and otherwise coordinate service matters arising pursuant to this Agreement (each a "Service Coordinator"). Either party may designate a successor or substitute Service Coordinator at any time by notice to the other party. (D) Review of Records. Each party may review the other party's books and records with respect to matters relevant to the performance by either party under this Agreement or otherwise related to the operation of the Disposal System to the extent allowed under the California Public Records Act (interpreted as if the parties to this Agreement were natural persons for purposes of the Public Records Act).

SECTION 3.6 OTHER USERS OF THE DISPOSAL SYSTEM.
(A) On or Before July 23, 2009, the County shall have the right to enter into waste disposal agreements with Orange County entities with respect to Acceptable Waste which was originally discarded by the first generator thereof within the geographical limits of the County, including other cities in the County, Sanitary Districts, Transfer Stations and Independent Haulers, which waste disposal agreements shall have terms and provisions substantially identical to the terms and provisions of this Agreement; provided, however, that in no event shall such agreements have terms and provisions more favorable than the terms and provisions of this Agreement (including but not limited to the Contract Rate and availability of disposal capacity). (B) After July 23, 2009, the County shall have the right to enter into waste disposal agreements with Orange County entities, including any city, Sanitary District, Transfer Station and Independent Hauler, or otherwise accept Acceptable Waste from such parties, but only within the limitations contained in this Section. Any such agreement or waste acceptance agreement must provide that the party delivering waste shall pay a Posted Disposal Rate at least 10% higher than the Contract Rate unless the County determines it is in the best interest of the Disposal System to establish a Posted Disposal Rate less than 10% higher than the Contract Rate. In no event shall the Posted Disposal Rate be equal to or less than the Contract Rate. In addition, the County shall reserve the right in any such waste disposal agreement at any time, to the extent permitted by Applicable Law, to refuse to receive and dispose of Acceptable Waste from any city, County Sanitary District, Transfer Station and Independent Hauler if and to the extent that such receipt and disposal may materially and adversely affect the ability of the County to comply with its obligations to the Participating Cities under the Disposal Agreements to which each is a party.
(C) Receipt of Imported Acceptable
Waste on a Contract Basis. The County shall have the right to enter into a contract or other agreement with any municipal or private non-County entity for the delivery of Imported Acceptable Waste on terms and conditions that the County determines to be necessary to ensure and enhance the viability of the Disposal System for the benefit of the County and the Participating Cities and to generate Net Import Revenues. The County certifies that in its good faith judgment the contract or other agreement for the delivery of such waste will not materially and adversely affect the ability of the County to receive and dispose of Acceptable Waste from the Participating Cities in accordance with the applicable Disposal Agreements throughout the Term thereof. The term of any such agreement for the disposal oflmported Acceptable Waste shall end by the later to occur of (i) December 31, 2015 or (ii) the date on which County general purpose revenues are no longer expended to pay debt service on the Orange County Public 14 3024958.2 Page K-17 Franchise Agreement, Exhibit K
Financing Authority Lease Revenue Refunding Bonds Series 2005, but in no event later than the last day of the fiscal year commencing July I, 2015.
(D) Self Haulers. The City and the County acknowledge that Self-Haulers shall be entitled to deliver Self-Hauled Waste to the Disposal System, on a non-contract basis, at the Posted Disposal Rate. Such SelfHaulers shall not be entitled to dispose of Acceptable Waste for the Contract Rate. (E) Application and Use of Revenues From Other Users. All revenues received by the County from the disposal of County Acceptable Waste by the Disposal System, and all revenues received by the County from the disposal of Imported Acceptable Waste by the Disposal System, shall be deposited by the County in the County OC Waste & Recycling Enterprise Fund and shall constitute revenues of the Disposal System.

Pursuant to the County's Plan of Adjustment, the County is entitled to receive net revenues (after payment of all costs attributable to the acceptance of such Imported Acceptable Waste at the Disposal System) ("Net Import Revenues") from the disposal of Imported Acceptable Waste by the Disposal System, and such Net Import Revenues may be used for the payment of bankruptcy related obligations in accordance with the Plan of Adjustment.

Costs attributable to the disposal of Imported Acceptable Waste include deposits to the Environmental Fund, deposits to closure and postclosure reserves, City host fees (if applicable), incremental operating costs (such as manpower expenditures, equipment, services and supplies expenditures), state surcharges, and a pro rata share of capital project costs. The parties acknowledge that their intention in determining to allow the importation of Imported Acceptable Waste for disposal by the Disposal System is to stabilize the Contract Rate at rates below those which would otherwise prevail in the absence of such importation.

SECTION 3.7 hQ!JNTY PROVISION OF WASTE DIVERSION SERVICE~- (A) County-Wide Recycling Services. This Agreement does not require the County to provide for any source reduction, materials recovery, recycling, composting, or other waste diversion services by the County nor any payment therefor by the City, by Franchise Haulers or by ratepayers; provided, however, any County-Wide Recycling Services may be funded through the County OC Waste & Recycling Enterprise Fund. Any such recycling services may be expanded, contracted or modified by the County at any time in its sole discretion. (B) Separate City-County Diversion Service Agreements. Nothing in this Agreement is intended to limit the right of the County to enter into a separate agreement with the City or any other person to provide source reduction, materials recovery, recycling, composting or other waste diversion services. Any such program conducted by the County, whether in participation with the City, any other of the Participating Cities, other Cities, Sanitary Districts, Transfer Stations, Independent Haulers, Unincorporated Area or non-County entity, shall be operated, managed and accounted for as a program separate and distinct from the Disposal Services program contemplated by the Disposal Agreements and shall not be funded through the general revenues of the Disposal System.

ARTICLE IV

CONTRACT RATE
SECTION 4.1 CHARGING .... AND ........ SECURING PAYMENT OF CONTRACT RA TE. The City acknowledges that the County shall have the right to charge and collect a Contract Rate for the acceptance and disposal of Controllable Waste delivered to the System by any Franchise Hauler. The Contract Rate shall be calculated and established, and may be modified, as provided in Section 4.2 hereof. In addition, the City acknowledges that the County shall have the right to establish as part of the operating rules and regulations reasonable measures to secure the payment of all Contract Rates.

SECTION 4.2 CONTRACT RA TE.
(A) Establishment of Contract.Rate. The Contract Rate payable by each Franchise Hauler shall be (x) $22.00 per ton from the Commencement Date through June 30, 2010, and (y) $29.95 per ton on and after July 1, 2010, in both cases contingent on the delivery to the Disposal System of an amount of Acceptable Waste at 15 Execution Copy
3024958.2 Page K-18 Franchise Agreement, Exhibit K
least equal to the Cumulative Tonnage Targets identified in Appendix 2, and subject to adjustment necessary to reflect the circumstances set forth in this Section 4.2:
(i) increased costs incurred by the County (in excess of available insurance proceeds) due to the occurrence of one or more Uncontrollable Circumstances, other than Changes in Law; (ii) costs incurred by the County (in excess of available insurance proceeds and amounts available in the Environmental Fund for such purposes) remediating environmental conditions at the Disposal System or inactive or closed disposal sites in the County, which, if uncorrected, could give rise to potential claims under CERCLA or related federal or state statutes, including costs incurred providing indemnification to any Participating City pursuant to subsection 7.3; or
(iii) tonnage shortfalls to the extent permitted by Sections 4.2(B); (iv) average annual inflation prior to July 1, 2010 in excess of the levels set forth in Section 4.2(H) and escalation pursuant to Section 4.2(F) ; (v) increased costs incurred by the County (in excess of available insurance proceeds) due to the occurrence of one or more Changes in Law; or (vi) Capital Costs in excess of the Capital Costs at any point in time during the term hereof exceeding the Cumulative Capital Costs set forth in Appendix 3.

Prior to adjusting the Contract Rate as a result of any of the circumstances described in clauses (i), (ii) or (iii) above, the County shall utilize the following remedies in the following order of priority:
(x) reduce the costs of operating the Disposal System to the extent practicable; and (y) utilize Unrestricted Reserves to pay costs of the Disposal System.

The County will not be required to utilize such remedies prior to adjusting the Contract Rate as a result of any of the circumstances described in clauses (iv), (v) or (vi) above.

Any adjustments to the Contract Rate permitted by this Section shall be calculated by the County to reflect the actual costs or expenses of addressing the circumstance or circumstances pursuant to which the adjustment is authorized.

The County agrees that it will evaluate the feasibility of long term financing for significant capital costs where appropriate.
(B) County Acceptable Waste Shortfall. In the event that the actual amount of County Acceptable Waste delivered to the Disposal System at the end of any Contract Year is less than the Cumulative Tonnage Target for such Contract Year for County Acceptable Waste, as specified in Appendix 2, the County shall utilize the following options, in the following order of priority, in order to remedy any adverse effects of such tonnage shortfall:
(i) reduce the costs of operating the Disposal System to the extent practicable; (ii) utilize Restricted Reserves described in clause (iii) of Section 4.5 to pay costs of the Disposal System;
(iii) utilize Unrestricted Reserves to pay costs of the Disposal System; and (iv) adjust the Contract Rate.

In the event that implementation of the steps described above does not result in sufficient revenues to satisfactorily address the shortfall in tonnage, the County shall have the right to terminate the Agreement on 60 days written 16 Execution Copy
3024958.2 Page K-19 Franchise Agreement, Exhibit K
notice to the City. In addition, in the event that actual deliveries to the Disposal System exceed the Cumulative Tonnage Target as of the end of any Contract Year, the City acknowledges the County shall have the right to establish reserves intended to reflect the potential for lower than expected annual waste deliveries in subsequent years, and that any such reserves shall constitute "Restricted Reserves". (C) [RESERVED]
(D) Interim Use of Remedies. In the event that, during any Contract Year, waste deliveries to the Disposal System are 25% or more below delivery projections for such Contract Year with the result that the County determines it is unlikely that the Cumulative Tonnage Target will be achieved as of the end of such Contract Year, the County may utilize the remedies described in Section 4.2(8) prior to the end of such Contract Year; provided, however, that if at the end of such Contract Year, the Cumulative Tonnage Target is actually met, the County shall reimburse any adjustments to the Contract Rate made pursuant to this Section to Participating Cities.

Such reimbursement may be given as a credit or adjustment to the Contract Rate for future deliveries, rather than a lump sum payment.
(E) Special Charges. Notwithstanding Section 4.2(A), the County shall have the right to impose special charges for the receipt of hard to handle materials, such as bulky materials, construction and demolition debris, tree stumps and sludge. Such special charges shall be calculated to reflect the reasonable incremental costs to the County of accepting such hard to handle materials. In addition, in the event that the Board of Supervisors of the County makes a determination to implement a facility (including but not limited to a transfer station, landfill, conversion technology facility, or a materials recovery or processing facility), which facility would be intended to provide for disposal alternatives after the closure of one or more of the landfills currently operating within the Disposal System, the County may impose an additional charge of $0.50 per ton of Acceptable Waste in order to pay the costs of the study, development, planning, construction and/or operation of such facility.

Adjustments pursuant to this Section 4.2(E) shall not require compliance with the provisions of Section

4.2(1).
(F) Escalation. The Contract Rate shall be adjusted each July 1, beginning July 1, 2011. The change will be equal to the positive percentage change in the Consumer Price Index - All Urban Consumers, U.S. city average, All items, Not Seasonally Adjusted, Series ID CUUR0000SA0 ("CPI") as measured from the October 21 months prior to the rate adjustment to the October immediately preceding the rate adjustment. For example: The July 1, 2011 rate adjustment shall be based upon the index change from October 2009, to October 2010, referred to as year I and year 2 respectively in the following example .

Formula to calculate percentage change in the Contract Rate:

Step 1:
[ October V car CPI ] ---......-.-------- - 1 = % increase in Contract Rate October Year 1 CPI Step 2: Current Contract Rate x (1+ % increase in Contract Rate)= Contract Rate as ofJuly 1 Year 2 On each April 1, commencing April 1, 2011, the County shall provide the City with notice of the adjustment to the Contract Rate to be effective the following July 1. Such notice shall contain the calculation of the adjustment set forth above. The County will calculate the new Contract Rate each year.

In the event that the change in the CPI is negative, no rate adjustment will be made for that year. No adjustment under this Section 4.2(F) will take place until the October CPI index surpasses the index level as of the October immediately preceding the last annual rate adjustment pursuant to this Section 4.l(F), which will be considered "year l" in calculating the change in the Contract Rate. 17 3024958.2 Page K-20 Franchise Agreement, Exhibit K
For example, if the CPI is measured as follows: October 2009 = 205, October 2010 = 204, October 2011 = 201, October 2012 = 208, then there would be no adjustment in July 2011, or July 2012, and an adjustment equal to the change from 205 to 208 would be implemented on July 1, 2013.

Adjustments pursuant to this Section 4.2(F) shall not require compliance with the provisions of Section

4.2(1).
(G) Adjustment Resulting from Increased Fees. In addition to the other adjustments specified herein, the Contract Rate shall be adjusted to reflect the imposition of new fees or increase in existing fees relating to the disposal of Controllable Waste imposed by state, federal or other agencies (i.e., the State's Integrated Waste Management fee, which is currently $1.40 per ton). The adjustment shall be equal to the amount of any new or increased fee, and the adjustment shall take effect so as to coincide with the imposition of the new or increased fee.

The County shall provide notice of any increase pursuant to this Section 4.2(G) as soon as practicable after becoming aware of the imposition of any fees described above.

Adjustments pursuant to this Section 4.2(G) shall not require compliance with the provisions of Section

4.2(1).
(H) Calculation of Cumulative Inflation Rate. For purposes of Section 4.2(A)(iv) for adjustments prior to July 1, 2011, the inflation shall be calculated as the change in the CPI between July of the year of calculation and July 1, 2008. Inflation shall be deemed to exceed the levels set forth below if the ratio between the CPI for July for the year of calculation ( calculated in accordance with the formula below) and July 2008 exceeds the ratio corresponding to such year of calculation on the table below. The ratio shall be calculated in accordance with the following formula:
(July CPI of calculation year / CPI for July 2008)
Year of Calculation Ratio
July 1, 2008 1.0000
July 1, 2009 1.0356
JulY- 1, 2010 1.0723
In the event the CPI is no longer published during the term of this Agreement, such other index identified by the Bureau of Labor Statistics or otherwise generally accepted as a replacement for CPI shall be used for purposes of this Agreement. In the event of an adjustment to the Contract Rate pursuant to this section 4.2(H), such adjustment shall be applied to the Contract Rate effective until June 30, 2010, and the Contract Rate effective July 1, 2010.

Adjustments pursuant to this Section 4.2(H) shall not require compliance with the provisions of Section

4.2(1).
(I) Procedure for Rate Adjustments. In the event the County determines that it is entitled to an adjustment of the Contract Rate pursuant to Section 4.2(A) (other than 4.2(A)(iv)) or Section 4.2(B), it shall utilize the procedures described in this Section 4.2(1). The County shall be required to provide the City with at least 90 days prior written notice of the adjustment, which notice shall identify the specific event(s) or circumstances which require the adjustment. The notice shall also specify the earliest date on which the County Board of Supervisors shall consider the proposed adjustment. At least 45 days prior to such meeting of the Board of Supervisors, the County shall provide the City with a report which shall contain the following information: a description of the specific event(s) or circumstances which require the adjustment; a description (including cost estimates) of any activities (which may include, but not be limited to capital improvements to the Disposal System) required in order to remedy such event or circumstance; certification by the County that it has implemented the remedies described in Section 4.2(A) or (B) prior to requiring the rate adjustment; and a description of the methodology used by the County to calculate the adjustment to the Contract Rate (hereinafter the "County Report").

In the event the City disputes the adjustment, it shall provide the County with a written description of the reason for the dispute at least 10 days prior to the meeting of the Board of Supervisors identified in the initial notice of the County (hereinafter the "City Report"). The City Report shall be provided to the Board of Supervisors for 18 Execution Copy
3024958.2 Page K-21 Franchise Agreement, Exhibit K
consideration at such meeting in connection with the proposed rate adjustment. At any time from and after the date that the County provides the City with the County Report, upon the request of either party, the City and County shall meet and confer in good faith to resolve any dispute that may arise regarding the proposed adjustment to the Contract Rate. In any such meeting, the County shall be represented by the Director of the Department or his or her designee. In the event the Board of Supervisors approves all or a portion of the proposed rate adjustment, such rate adjustment shall become effective on the date identified in the initial notice sent by the County regardless of whether or not the procedures in Section 4.2(J) are utilized, but subject to potential reimbursement pursuant to clause (11) of Section 4.2(J).
(J) Procedure for E;rnciU.t!e.!llu.dicial Review of Contest!:19 .... Bl!l~ /\!ii..lrutnent. In the event that, within 30 days after the effective date of any Contract Rate adjustment made pursuant to Section 4.2(1), Participating Cities which, in the aggregate, accounted for more than 50% of the County Acceptable Waste delivered to the County System in the twelve months preceding the Contract Rate adjustment, provide notice to the County of their election to utilize the procedures described in this Section 4.2(J), then the provisions of this Section 4.2(J) shall be utilized by such Participating Cities and the County to resolve the dispute over the Contract Rate Adjustment. In the event that Participating Cities which have delivered the amount of waste contemplated in the preceding sentence do not provide notice to the County of such election, the County shall have no obligation to participate in or cooperate in the implementation of the procedures described below in this Section 4.2(J). (1) In order to pursue the expedited judicial determination described in this Section (the "Expedited Rate Determination"), the Participating Cities which have made the election described in the paragraph above (the "Challenging Cities") must commence a s;ivil action for breach of contract (the "Action") in the Orange County Superior Court within 45 days of the date on which the Board of Supervisors approves the challenged adjustment to the Contract Rate.
(2) Within two (2) days of filing the Action, the Challenging Cities shall personally serve on the County Counsel both the summons and complaint, and a stipulation and request for the entering of an order incorporating all of the procedural provisions relating to the Expedited Rate Determination as set forth in this Section 4.2(J) (such stipulation and request for order is hereinafter referred to as the "Expedited Rate Determination Stipulation"). The Expedited Rate Determination Stipulation shall be signed by each of the Challenging Cities. (3) Within fifteen (15) days of the date of service upon the County of the summons and complaint, and Expedited Rate Determination Stipulation, the County Counsel shall execute the Expedited Rate Determination Stipulation and personally serve upon the Challenging Cities through their counsel of record the Expedited Rate Determination Stipulation and its answer to the complaint in the Action. The Stipulation shall also include a waiver by each of the parties of their right to a jury trial of the issues raised in the Action. The City and the County mutually agree that the duty to execute the Expedited Rate Determination Stipulation and comply with the procedures set forth for Expedited Rate Determination in this Section 4.2(J) shall be, and are hereby deemed to be, ministerial duties which the law specifically enjoins upon each of them, and shall be subject to enforcement by the parties herein pursuant to Code of Civil Procedure Section 1085, et seq., or by means of a complaint for specific performance.
( 4) Within three (3) days of the date of service by the County upon the Challenging Cities of the fully signed Expedited Rate Determination Stipulation, the County and the Challenging Cities shall jointly make ex parte application to the Orange County Superior Court in the Action for the issuance of the order contained in the Expedited Rate Determination Stipulation. At such ex parte application, the County and the Challenging Cities shall also seek to confirm with the Orange County Superior Court the briefing schedule, and request a hearing date in accordance with the procedures set forth in this Section 4.2(J). (5) Within ten (10) days of the date of service by the County upon the Challenging Cities of the answer in the Expedited Rate Determination, the Challenging Cities shall file with the court and personally serve upon the County the Challenging Cities' opening brief and the Record in the Expedited Rate Determination. The opening brief shall not exceed 15 pages in length. The Record shall consist of, and be limited to, the record of the proceedings before the Board of Supervisors with respect to the adjustment of the Contract Rate, including but not limited to the County Report and the City Report prepared by each or any of the Challenging Cities pursuant to Section 4.2(1), any materials filed or lodged with the Board of Supervisors and the Orange County 19 Execution Copy
3024958.2 Page K-22 Franchise Agreement, Exhibit K
Waste Commission, the transcript of the proceedings of the Board of Supervisors meeting and the Orange County Waste Commission, the minutes of the Board of Supervisors and the Orange County Waste Commission meeting, and the resolution and/or other documentation evidencing action by the Board of Supervisors and the Orange County Waste Commission to adjust the Contract Rate pursuant to Section 4.2(A) or (B). The record shall also include the most recent reports prepared pursuant to Sections 4.6 and 4.7. The Expedited Rate Determination shall be decided solely on the evidence in the Record, and no extrinsic evidence shall be submitted to or considered by the court.
(6) Within ten (10) days of service by the Challenging Cities of their opening brief and the Record, the County shall file and personally serve upon the Challenging Cities the County's opposition brief. The opposition brief shall not exceed 15 pages in length. (7) Within five (5) days of service by the County upon the Challenging Cities of the opposition brief, the Challenging Cities may file and personally serve upon the County a rebuttal brief, which shall not exceed 10 pages in length.
(8) The trial of the Expedited Rate Determination shall be conducted as a hearing which shall be conducted at the date set by the court in the ex parte hearing conducted pursuant to Section 4.2(J)(4), or such other date and time ordered by the court. If the court requests the parties to prepare supplemental briefs in response to any question or issue raised by the court, the parties may do so. (9) The standard of review for the Expedited Rate Determination shall be the preponderance of the evidence based upon the Record. The burden of proof shall be borne by the Challenging Cities, and the burden of proof shall be the same as with respect to a plaintiff in a damages action for breach of contract. Both parties have participated in the drafting of this Agreement. Accordingly, nothing set forth in this Agreement shall be interpreted or construed for or against either of the parties as a consequence of their participation in the drafting of this Agreement.
(10) The court shall issue its written statement of decision and enter judgment within thirty (30) days of the date of the hearing in the Expedited Rate Determination. ( 11) If the court determines that any portion of the County's adjusted Contract Rate which is the subject of the Expedited Rate Determination was improperly imposed, the County shall, within 30 days of the date of the statement of decision, reimburse to the City the amount improperly imposed, together with interest calculated at the highest percentage rate that does not constitute usury under California laws. Such reimbursement may be made in the form of a reduction in the Contract Rate for a future period (not to exceed twelve months) reasonably calculated to provide full reimbursement of the amounts described above. (12) If for any reason the court does not sign the order contained in the Expedited Rate Determination Stipulation, the City shall, within 30 days of the court's denial of such requested order, file with the court and personally serve upon the County a motion for summary judgment and/or motion for judgment on the pleadings, in accordance with Code of Civil Procedure Section 437(c) and 438. By executing this Agreement, the parties hereby stipulate that, in the event that the Challenging Cities file such summary judgment motion and/or motion for judgment on the pleadings, the Record shall be deemed to have been incorporated into the complaint and answer filed by the Challenging Cities and the County, and no evidence outside of the Record is relevant or material to the dispute raised in the Expedited Rate Determination. The briefing schedule and hearing on such motion for summary judgment and/or motion for judgment on the pleadings shall be in accordance with Code of Civil Procedure Section 437(c). The Challenging Cities and the County shall be bound by all of the requirements and restrictions set forth in Section 4.2(J) that are not in conflict with this paragraph (12). (13) In the event that the court both does not sign the order contained in the Expedited Rate Determination Stipulation and either does not hear or does not issue a ruling on the merits on the motion for summary judgment and/or judgment on the pleadings which is dispositive of the issues, claims and causes of action in the complaint filed by the Challenging Cities, the County and the Challenging Cities shall, within twenty days following the issuance of the Court's order or decision not to honor the parties' stipulation or not to hear the parties' motion for summary judgment, make application to the Presiding Judge of the Orange County 20 Execution Copy
3024958.2 Page K-23 Franchise Agreement, Exhibit K
Superior Court for an expedited hearing or trial date. The Challenging Cities and the County shall be bound by all of the requirements and restrictions set forth in Section 4.2(J) that are not in conflict with this paragraph (13). In this regard, and without limiting the foregoing, the only evidence to be presented at the hearing or trial shall be the Record, no testimony shall be presented at the hearing or trial; and both the County and the Challenging Cities waive all rights to a jury trial, to any reconsideration of the decision of the court, to a new trial after the court renders a decision, and to any appeal or review of the decision of the court.

SECTION 4.3 RESPONSIBILITY FOR PAYMENT OF THE CONTRACT RATE. (A) Payment by City. In the event and to the extent (1) the City uses municipal collection forces directly for the haulage of Controllable Waste to the Disposal System or (2) the City uses non-municipal Franchise Haulers for collection but nonetheless elects to pay the Contract Rate from City revenues, the City, as its own Franchise Hauler, shall have direct responsibility for payment of the Contract Rate, and shall take all such budgetary, appropriation and other action as may be necessary to provide for the timely payment of the Contract Rate. Such action may include, depending upon the means authorized by the City to provide for such payment, the levy and collection of general or special taxes, the imposition of benefit assessments, or the collection of user fees, generator charges or other similar impositions for municipal solid waste disposal. The City shall use best efforts in accordance with Applicable Law to levy and impose all such taxes, assessments, fees or charges, and will take all steps, actions and proceedings for the enforcement, collection and payment of all such amounts which shall become delinquent, to the full extent permitted by Applicable Law. To the extent provided in Section 7.5 hereof, the obligation of the City for such Contract Rates shall be limited to amounts in the City's Solid Waste Enterprise Fund.

From the Commencement Date to the date of expiration or termination of this Agreement, the obligation to the City to pay the Contract Rate, to the extent the City rather than Franchise Haulers is responsible directly for payment and provided that the Service Covenant has been complied with, shall be absolute and unconditional and shall not be subject to delay or diminution by reason of set-off, abatement, counterclaim, existence of a dispute or otherwise. (B) Payment by Franchise Haulers. With respect to Controllable Waste delivered by Franchise Haulers other than City municipal collection forces, the obligation to pay the Contract Rate shall rest with such Franchise Haulers and not with the City and, unless the City has agreed with the County to be responsible for Franchise Hauler payments, the City shall not be financially responsible for any delay or failure by such Franchise Hauler to pay the Contract Rate or any portion thereof when due. In the event of any such failure, the County and the City shall cooperate with each other and use their best efforts to obtain timely payment. Such efforts by the County may include, as appropriate, requiring cash payments for disposal rights from such Franchise Hauler and bringing a legal proceeding for payment and damages. Such efforts by the City may include, as appropriate, legal proceedings to suspend, revoke or terminate the Franchise Hauler's franchise, permit or license rights. ( C) Disputes. If the City or the Franchise Hauler disputes any amount billed by the County in any Billing Statement, the City or the Franchise Hauler shall nonetheless pay the billed amount and shall provide the County with written objection within 30 days of the receipt of such Billing Statement indicating the amount that is being disputed and providing all reasons then known to the City or the Franchise Hauler for any objection to or disagreement with such amount. If the City or the Franchise Hauler and the County are not able to resolve such dispute within 30 days after the City's or the Franchise Hauler's objection, either party may pursue appropriate legal remedies.

SECTION 4.4 BILLING OF THE CONTRACT RA TE. The County shall continue to bill Contract Rates after the Commencement Date, in the same manner as it has customarily billed tipping fees. Subject to the other provisions of this Agreement, the County shall have the right to modify or amend such manner of billing on reasonable notice to affected parties.

SECTION 4.5 RESTRICTED RESERVES. For purposes of this Agreement, "Restricted Reserves" means cash and other reserves of the Disposal System which are restricted to specific uses or are otherwise being reserved by the County to meet its obligations hereunder throughout the term of the Agreement with respect to the Disposal System pursuant to any Applicable Law, contract, adopted budget, budgetary policy of the County with respect to the Disposal System, or other arrangement. Such cash and other reserves are not required to be deposited in separate accounts or funds in order to constitute "Restricted Reserves" hereunder, and may be commingled with 21 Execution Copy
3024958.2 Page K-24 Franchise Agreement, Exhibit K
Unrestricted Reserves or other funds of the County attributable to the Disposal System. "Restricted Reserves" shall include, but not be limited to, the following:
(i) reserves for closure of components of the Disposal System to the extent required by Applicable Law;
(ii) amounts reserved by the County for funding of post closure maintenance and monitoring with respect to components of the Disposal System; (iii) reserves established to protect the Disposal System against the adverse financial impact of potential decreases in waste deliveries pursuant to Section 4.2(B); (iv) amounts reserved to pay the costs of capital improvements with respect to the Disposal System;
(v) amounts funded from revenues during the early years of the term of the Agreement reserved to enable the County to provide disposal services for the Contract Rate during the later years of the Agreement;
(vi) amounts temporarily held by the County prior to payment to the State or other Governmental Bodies pursuant to Applicable Law (including any fees or charges payable to the State Integrated Waste Management Board);
(vii) reserves required to meet bond covenants pursuant to financing agreements for Disposal System assets to the extent such amounts must be legally separate and distinct from other reserves identified in this Section;
(viii) security deposits from landfill deferred payment program users; (ix) amounts held by the County in the Environmental Fund (provided, however, that such amounts in the Environmental Fund will be made available and used by the County if required to pay costs relating to environmental remediation or other related costs); (x) AB939 surcharges;
(xi) amounts held by the County in the Corrective Action Fund held pursuant to CCR Title 27 to demonstrate financial assurance to pay for potential groundwater contamination; and (xii) an amount equal to three months of budgeted expenses for the Disposal System for the current fiscal year, representing working capital of the Disposal System.

SECTION 4.6 AUDITED FINANCIAL STATEMENTS. The County shall annually, on or before January 1 each year, prepare or cause to be prepared and have on file for inspection an annual report for the preceding Contract Year, accompanied by a certificate ofan independent public accountant or of the County Auditor and Controller as to the examination of the financial statements therein (describing such statements as fairly presenting the information therein in conformity with generally accepted accounting principles) relating to the Disposal System, the Disposal Services, and the fiscal activities of the County OC Waste Disposal Enterprise Fund, and including statements in reasonable detail of the financial condition of the County OC Waste Disposal Enterprise Fund as of the end of the Contract Year and revenue and expenses for the Contract Year.

SECTION 4.7 ANNUAL UPDATE OF TEN-YEAR FINANCIAL PROJECTION. The County shall annually, on or before May 1 of each year, prepare or cause to be prepared, an updated Ten-Year Financial Projection for the Disposal System. Said Financial Projection shall include at least two full years of prior actual data and ten years of future projections including the following elements:
22 Execution Copy
3024958.2 Page K-25 Franchise Agreement, Exhibit K
l. County Acceptable Waste, in tons;

2. Imported Acceptable Waste, in tons;

3. Revenues and expenditures;

4. Cash fund balances, including all monies in the County Solid Waste Enterprise Fund, with specific delineation of monies in the Environmental Fund, Restricted Reserves, Unrestricted Reserves, and all other funds of the System.

5. Projected liabilities for closure and post closure as well as reasonable reserves for other environmental costs.

The purpose of the Ten-Year Financial Projection is to keep the City fully informed about the future financial condition of the Disposal System. The County shall cause a copy of the Ten-Year Financial Projection to be delivered to the City Manager of the City no later than May 1 of each year. Upon request, the County shall make available to the Cities supporting information related to the ten-year financial projection

ARTICLE V

BREACH, ENFORCEMENT AND TERMINATION
SECTION 5.1 BREACH. The parties agree that in the event either party breaches any obligation under this Agreement or any representation made by either party hereunder is untrue in any material respect, the other party shall have the right to take any action at law or in equity (including actions for injunctive relief, mandamus and specific performance) it may have to enforce the payment of any amounts due or the performance of any obligations to be performed hereunder. Neither party shall have the right to terminate this Agreement except as provided in Section 5.2 and Section 5.3 hereof or as otherwise provided in this Agreement.

SECTION 5.2 CITY CONVENIENCE TERMINATION. The City shall have the right to terminate this Agreement in its sole discretion, for its convenience and without cause at any time during the Term hereof upon 90 days' written notice to the County. If the City exercises its rights to terminate the Agreement pursuant to this Section, the City shall pay the County a termination fee equal to the Contract Rate in effect at the time of such termination (or any higher rate with respect to which the County has provided notice pursuant to Section 4.2) multiplied by the number of tons of City Acceptable Waste delivered to the Disposal System during the preceding twelve months (or, if the City had been in breach of the Waste Disposal Covenant during such prior months, such amount as would have been delivered if the City had complied with the Waste Disposal Covenant), multiplied by the number of years remaining in the Term of the Agreement.

SECTION 5.3 TERMINATION.
(A) By City. Except as expressly provided herein, the City shall have no right to terminate this Agreement for cause except in the event of the repeated failure or refusal by the County substantially to perform any material obligation under this Agreement unless such failure or refusal is excused by an Uncontrollable Circumstance; except that no such failure or refusal shall give the City the right to terminate this Agreement for cause under this subsection unless:
(1) The City has given prior written notice to the County stating that a specified failure or refusal to perform exists which will, unless corrected, constitute a material breach of this Agreement on the part of the County and which will, in its opinion, give the City the right to terminate this Agreement for cause under this subsection unless such breach is corrected within a reasonable period of time, and (2) The County has neither challenged in an appropriate forum (in accordance with Section 5.5) the City's conclusion that such failure or refusal to perform has occurred or constitutes a material breach of this Agreement nor corrected or diligently taken steps to correct such breach within a reasonable period of time not more than 90 days from the date of the notice given pursuant to clause (1) of this subsection (but if the 23 Execution Copy
3024958.2 Page K-26 Franchise Agreement, Exhibit K
County shall have diligently taken steps to correct such breach within such reasonable period of time, the same shall not constitute a breach giving rise to the right of termination for as long as the County is continuing to take such steps to correct such breach).
(B) By County. Except as expressly provided herein, the County shall have no right to terminate this Agreement for cause except in the event of the repeated failure or refusal by the City substantially to perform any material obligation under this Agreement unless such failure or refusal is excused by an Uncontrollable Circumstance; except that no such failure or refusal shall give the County the right to terminate this Agreement for cause under this subsection unless:
(1) The County has given prior written notice to the City stating that a specified failure or refusal to perform exists which will, unless corrected, constitute a material breach of this Agreement on the part of the City and which will, in its opinion, give the County right to terminate this Agreement for cause under this subsection unless such breach is corrected within a reasonable period of time, and (2) The City has neither challenged in an appropriate forum (in accordance with Section 5.5) the County's conclusion that such failure or refusal to perform has occurred or constitutes a material breach of this Agreement nor corrected or diligently taken steps to correct such breach within a reasonable period of time not more than 90 days from the date of the notice given pursuant to clause (1) of this subsection (but if the City shall have diligently taken steps to correct such breach within such reasonable period of time, the same shall not constitute a breach giving rise to the right of termination for as long as the City is continuing to take such steps to correct such breach).

SECTION 5.4 NO WAIVERS. No action of the County or the City pursuant to this Agreement (including, but not limited to, any investigation or payment), and no failure to act, shall constitute a waiver by either party of the other party's compliance with any term or provision of this Agreement. No course of dealing or delay by the County or the City in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof or otherwise prejudice such party's rights, powers and remedies. No single or partial exercise of (or failure to exercise) any right, power or remedy of the County or the City under this Agreement shall preclude any other or further exercise thereof of the exercise of any other right, power or remedy.

SECTION 5.5 FORUM FOR DISPUTE RESOLUTION. It is the express intention of the parties that all legal actions and proceedings related to this Agreement or to the Disposal System or to any rights or any relationship between the parties arising therefrom shall be solely and exclusively initiated and maintained in courts of the State of California having appropriate jurisdiction.

ARTICLE VI
TERM
SECTION 6.1 EFFECTIVE DATE AND TERM.
(A) Initial Term. This Agreement shall become effective, shall be in full force and effect and shall be legally binding upon the City and the County from the Contract Date and shall continue in full force and effect until June 30, 2020, unless earlier terminated in accordance with its terms, in which event the Term shall be deemed to have expired as of the date of such termination. (B) Option to Renew. This Agreement shall be subject to renewal by mutual agreement of the parties, on or before June 30, 2018, for an additional term often years (the "Renewal Term") on the same terms and conditions as are applicable during the Initial Term hereof. The City shall give the County written notice of its irrevocable election to renew this Agreement on or before June 30, 2017. If the parties do not renew this Agreement by June 30, 2018, the Agreement shall expire on June 30, 2020. (C) Contract Rate During Renewal Term. In connection with the parties' right to renew this Agreement for an additional ten-year term pursuant to Section 6.l(B), the parties shall, on or before June 30, 2018, negotiate an applicable change in the Contract Rate for such renewal term. In determining any revisions to the 24 Execution Copy
3024958.2 Page K-27 Franchise Agreement, Exhibit K
Contract Rate to be applicable during any renewal period, in addition to the circumstances described in Section 4.2(A), the parties may take into consideration the following parameters, including but not limited to:
(i) actual cost of operations;
(ii) population growth;
(iii) increase or decrease in available tonnage;
(iv) economic and disposal market conditions in the Southern California region; (v) changes in transportation and technology;
(vi) closure and expansion of nearby landfills;
(vii) capacity of the Disposal System; and
(viiiY available reserves which are in excess of the amount reasonably required as reserves.
(D) Survival: Accrued Rights. The rights and obligations of the parties hereto pursuant to Sections 3.l(E)(2), 5.1, 5.3, 5.5, 7.2, 7.3, 7.5, 7.7, 7.8, 7.9, and 7.10 hereof shall survive the termination or expiration of this Agreement, and no such termination or expiration shall limit or otherwise affect the respective rights and obligations of the parties hereto accrued prior to the date of such termination or expiration. At the end of the Term of this Agreement, all other obligations of the parties shall terminate.

SECTION 6.2 COMMENCEMENT DA TE.
(A) Obligations of the Parties Prior to the Commencement Date. The parties acknowledge that the Disposal Agreements may be executed and delivered on different dates and that, except as provided in this subsection, neither the County nor the City shall be obligated to perform its obligations hereunder until the participation threshold provided herein has been met and the other conditions to the occurrence of the Commencement Date have occurred. Prior to the Commencement Date, each party hereto shall at its own expense exercise good faith and due diligence and take all steps within its reasonable control in seeking to satisfy the conditions to the Commencement Date set forth herein as soon as reasonably practicable. The County and the City, each at its own expense, shall cooperate fully with each other and the other Participating Cities in connection with the foregoing undertaking. Until the Commencement Date occurs, the Original WDAs shall remain in full force and effect.
(B) Condition to the Commencement Date. The Commencement Date for the Agreement shall be the date on which the percentage of the County's Acceptable Waste attributable to Participating Cities which have executed and delivered Disposal Agreements shall exceed 85% percent (using the percentage rates attributed to such Cities in Appendix 1 ). Unincorporated County is assumed to be a Participating City for the purposes of determining the Commencement Date in accordance with this Section 6.2(b) and Appendix 1 of this Agreement.
(C) Satisfaction of Condition and Commencement Date. Upon the satisfaction or waiver of the condition to the Commencement Date, the County shall give written notice thereof to the cities which have theretofore executed Disposal Agreements. The parties shall thereupon hold a formal closing acknowledging the satisfaction or waiver of the condition to the Commencement Date, certifying that the Commencement Date has occurred and designating the Participating Cities. Copies of all of the documents or instruments constituting or evidencing satisfaction of the Commencement Date conditions shall be furnished to each party prior to or on the Commencement Date.
25 3024958.2 Page K-28 Franchise Agreement, Exhibit K
(D) Newly Incorporated Cities. Any city within Orange County which becomes incorporated after the Commencement Date shall upon request be offered the opportunity by the County to become a Participating City. If any such City executes a Disposal Agreement and meets the applicable condition provided in subsection 6.2(B) hereof within 180 days following the date of its municipal incorporation, then such City shall be entitled to execute a Waste Disposal Agreement on substantially the same terms and conditions as this Agreement (including the Contract Rate), notwithstanding the limitations contained in Section 3.6(B). (E) Failure of Condition. Ifby July 23rd 2009 [120 DAYS AFTER BOARD APPROVAL], or such later date as the County may agree, the condition to the Commencement Date specified in this Section is not satisfied, either party hereto may, by notice in writing to the other party, terminate this Agreement. Neither party shall be liable to the other for the termination of this Agreement pursuant to this subsection, and each of the parties shall bear its respective costs and expenses incurred in seeking to satisfy the condition to the Commencement Date.

Notwithstanding anything in this Agreement to the contrary, in the event that this Agreement is terminated pursuant to this Section, the provisions of the Original WDA shall remain in full force and effect on the terms and conditions set forth therein.

ARTICLE VII

GENERAL PROVISIONS
SECTION 7.1 OPERATION AND MAINTENANCE OF THE DISPOSAL SYSTEM. The County, at its cost and expense through the County Solid Waste Enterprise Fund, shall at all times operate, or caused to be operated, the Disposal System in accordance with Applicable Law and the operating rules and regulations of the Department.

SECTION 7.2 UNCQ:t-fTROLLABLE CIRCUMSTANCE$_ GENERALLY. (A) Performance Excused. Except as otherwise specifically provided in this Agreement, neither the County nor the City shall be liable to the other for any failure or delay in the performance of any obligation under this Agreement (other than any payment at the time due and owing) to the extent such failure or delay is due to the occurrence of an Uncontrollable Circumstance. (B) Notice, Mitigation. The party experiencing an Uncontrollable Circumstance shall notify the other party by telecommunication or telephone and in writing, on or promptly after the date the party experiencing such Uncontrollable Circumstance first knew of the commencement thereof, followed within 15 days by a written description of (1) the Uncontrollable Circumstance and the cause thereof (to the extent known), (2) the date the Uncontrollable Circumstance began and the cause thereof, its estimated duration, the estimated time during which the performance of such party's obligations hereunder will be delayed, (3) the estimated amount, if any, by which the Contract Rate may need to be adjusted as a result of such Uncontrollable Circumstance, (4) its estimated impact on the other obligations of such party under this Agreement and (5) potential mitigating actions which might be taken by the County or City and any areas where costs might be reduced and the approximate amount of such cost reductions. Each party shall provide prompt written notice of the cessation of such Uncontrollable Circumstance. Whenever such act, event or condition shall occur, the party claiming to be adversely affected thereby shall, as promptly as reasonably possible, use its best efforts to eliminate the cause therefor, reduce costs and resume performance under this Agreement. In addition, with respect to Changes in Law, the County shall diligently contest any such changes the imposition of which would have a material adverse impact on the Disposal System.

While the delay continues, the County or City shall give notice to the other party, before the first day of each succeeding month, updating the information previously submitted. (C) Impact on Contract Rate. If and to the extent that Uncontrollable Circumstances interfere with, delay or increase the cost to the County of meeting its obligations hereunder and providing Disposal Services to the Participating Cities in accordance herewith, the County shall be entitled to an increase in the Contract Rate as provided in Section 4.2 herein or an extension in the schedule for performance equal to the amount of the increased cost or the time lost as a result thereof. The proceeds of any insurance available to meet any such increased cost shall be applied to such purpose prior to any determination of cost increases payable under this subsection. Any cost reductions achieved through the mitigating measures undertaken by the County pursuant to subsection 7.2(B) hereof upon the occurrence of an Uncontrollable Circumstance shall be reflected in a reduction of the amount by which the 26 Execution Copy
3024958.2 Page K-29 Franchise Agreement, Exhibit K
Contract Rate would have otherwise been increased or shall serve to reduce the Contract Rate to reflect such mitigation measures, as applicable.

SECTION 7.3 INDEMNIFICATION. To the extent permitted by law, the County agrees that, it will protect, indemnify, defend and hold harmless the City from and against all Loss-and-Expense arising from the City's activity as an "arranger" (for purposes of and as such term is defined under CERCLA or comparable state statutes) of municipal solid waste disposal pursuant to this Agreement. In the event the City shall determine that because of conflict or any other reason that it wishes to be defended by legal counsel other than the legal counsel provided by the County, the cost of providing such legal counsel shall be the City's sole responsibility. The City acknowledges the County's legitimate interest in actively participating in any defense, litigation or settlement whether the County or the City provides legal counsel. Any costs incurred by the County pursuant to this Section shall be considered an Uncontrollable Circumstance cost and the County shall be entitled to adjust the Contract Rate as provided in subsection 4.2(A) herein. The County shall not, however, be required to indemnify or defend the City from and against all Loss-and-Expense arising from any willful, knowing, illegal or negligent disposal of hazardous waste (other than incidental amounts of Household Hazardous Waste commonly found in municipal solid waste and permitted to be disposed in Class III landfills under RCRA) which violates the County's landfill permits or Applicable Law. The parties agree that this provision constitutes an indemnity under CERCLA (to the extent of the specific provisions of this Section). The parties acknowledge that this subsection is not intended to and does not create any obligation on the part of the County to provide any indemnification or defense to any Franchise Hauler, whether franchised or not, or any Independent Hauler or Transfer Station, under any circumstances. The City acknowledges the County's legitimate interest in actively participating in any defense, litigation or settlement, and shall, as a condition to this indemnity, coordinate fully with the County in the defense.

SECTION 7.4 RELATIONSHIP OF THE PARTIES. Neither party to this Agreement shall have any responsibility whatsoever with respect to services provided or contractual obligations or liabilities assumed by the other party hereto, whether accrued, absolute, contingent or otherwise, or whether due or to become due. The County is an independent contractor of the City and nothing in this Agreement shall be deemed to constitute either party a partner, agent or legal representative of the other party or to create any fiduciary relationship between the parties.

SECTION 7.5 LIMITED RECOURSE.
(A) To the City. Except in the event the City has not established or maintained a City Solid Waste Enterprise Fund, no recourse shall be had to the general funds or general credit of the City for the payment of any amount due the County hereunder, or the performance of any obligation incurred hereunder, including any Lossand-Expense of any nature arising from the performance or non-performance of the City's obligations hereunder.

The sole recourse of the County for all such amounts shall be to the funds held in any such Solid Waste Enterprise Fund. All amounts held in any City Solid Waste Enterprise Fund shall be held for the uses permitted and required thereby, and no such amounts shall constitute property of the County. The City shall make adequate provision in the administration of any City Solid Waste Enterprise Fund for the payment of any amount or the performance of any obligation which may be due hereunder.
(B) To the County. No recourse shall be had to the general funds or general credit of the County for the payment of any amount due the City hereunder, or the performance of any obligation incurred hereunder, including any Loss-and-Expense of any nature arising from the performance or non-performance of the County's obligations hereunder. The sole recourse of the City for all such amounts shall be to the funds held in the County Solid Waste Enterprise Fund in accordance with the terms of this Agreement. All amounts held in the County Solid Waste Enterprise Fund shall be held for the uses permitted and required thereby, and no such amounts shall constitute property of the City. The County shall make adequate provision in the administration of the County Solid Waste Enterprise Fund for the payment of any amount or the performance of any obligation which may be due hereunder.

SECTION 7.6 PRE-EXISTING RIGHTS AND LIABILITIES. Nothing in this Agreement is intended to affect, release, waive or modify any rights, obligations or liabilities which any party hereto may have to or against the other party as of the Contract Date relating to the disposal of waste in the Disposal System or any other related matter.
27 Execution Copy
3024958.2 Page K-30 Franchise Agreement, Exhibit K
SECTION 7.7 NO VESTED RJGHTS. The City shall not acquire any vested property, license or other rights in the Disposal System by reason of this Agreement.

SECTION 7.8 LIABILITY FOR COLLECTION, TRANSPORTATION AND PROCESSING. Any liability incurred by the City as a result of collecting Acceptable Waste or processing it for diversion from landfill, or as a result of causing, franchising, permitting, licensing, authorizing or arranging any of the foregoing, shall be its sole liability, except as expressly otherwise provided herein.

SECTION 7.9 NO CONSEQUENTIAL OR PUNITIVE DAMAGES. In no event shall either party hereto be liable to the other or obligated in any manner to pay to the other any special, incidental, consequential, punitive or similar damages based upon claims arising out of or in connection with the performance or nonperformance of its obligations or otherwise under this Agreement, or the material inaccuracy of any representation made in this Agreement, whether such claims are based upon contract, tort, negligence, warranty or other legal theory.

SECTION 7.10 AMENDMENTS. Neither this Agreement nor any provision hereof may be changed, modified, amended or waived except by written agreement duly authorized and executed by both parties.

SECTION 7.11 NOTICE OF LITIGATION. Each party shall deliver written notice to the other of any Legal Proceeding to which it is a party and which questions the validity or enforceability of this Agreement executed by the City or the County or any Legal Entitlement issued in connection herewith.

SECTION 7.12 FURTHER ASSURANCE~. At any and all times the City and the County so far as may be authorized by law shall pass, make, do, execute, acknowledge and deliver any and every such further resolutions, acts, deeds, conveyances, instruments, assignments, transfers and assurances as may be necessary or reasonably requested by the other in order to give full effect to this Agreement.

SECTION 7.13 ASSIGNMENT OF AGREEMENT. (A) Assignment. Neither this Agreement nor any of the rights or obligations hereunder may be assigned by either party hereto without the prior written consent of the other party, which may be withheld in the other party's sole discretion. Notwithstanding the foregoing, either party may assign this Agreement to another public entity, subject to the reasonable consent of the other party. In such circumstances the party not requesting the assignment shall have the right to demand assurances of the financial, technical and legal ability of the proposed assignee to undertake the responsibilities and obligations of the assigning party.
(B) Sale. The County shall not enter into any agreement for the sale of the Disposal System which provides for an effective date for such sale prior to the termination of this Agreement.

SECTION 7.14 INTEREST ON OVERDUE OBLIGATIONS. Except as otherwise provided herein, all amounts due hereunder, whether as damages, credits, revenue or reimbursements, that are not paid when due shall bear interest at the Overdue Rate on the amount outstanding from time to time, on the basis of a 365-day year, counting the actual number of days elapsed, and all such interest accrued at any time shall, to the extent permitted by Applicable Law, be deemed added to the amount due, as accrued.

SECTION 7.15 BINDING EFFECT. This Agreement shall bind and inure to the benefit of the parties hereto and any successor or assignee acquiring an interest hereunder consistent with the provisions of Section 7 .13 hereof.

SECTION 7.16 NOTICES. Any notice or communication required or permitted hereunder shall be in writing and sufficiently given if delivered in person or sent by certified or registered mail, postage prepaid, to the notice address of the respective parties set forth on the cover page of this Agreement. Changes in the respective addresses to which such notices may be directed may be made from time to time by any party by notice to the other party.
28 3024958.2 Page K-31 Franchise Agreement, Exhibit K
IN WITNESS WHEREOF, COUNTY and CITY have caused this Agreement to be executed by their duly authorized officers or representatives as of the day and year first above written.

APPROVED AS TO FORM:

Execution Copy

COUNTY OF ORANGE
29 [NAME]
City Representative
City of Brea
3024958.2 Page K-32 Franchise Agreement, Exhibit K
APPENDIX l

ESTIMATED ANNUAL TONNAGE
Execution Copy
3024958.2 Page K-33 Franchise Agreement, Exhibit K
APPENDIX 1

PERCENTAGE OF COUNTY ACCEPTABLE WASTE ATTRIBUTABLE TO PARTICIPATING CITIES FOR

PURPOSE OF SECTION
Jurisdiction Percentage of County
Acceptable Waste
Anaheim 13.4%
Santa Ana 10.6%
Irvine 7.5% ""
Huntington Beach 6.0%
Orange 5.8%
Garden Grove 5.1%
Fullerton 4.5%
Unincorporated Orange County <1J 4.3%
Costa Mesa 3.6%
Newport Beach 3.0%
Lake Forest 2.6%
Buena Park 2.5%
Mission Vi~jo 2.3%
Westminster 2.3%
Yorba Linda 2.3%
Brea 2.1%
Tustin 2.0%
Cypress 1.9%
La Habra 1.8%
San Clemente 1.7%
Fountain Valley 1.6% ,amema,,m~~•=m
Laguna Niguel ............... 1.6%
Placentia 1.6%
San Juan Capistrano 1.6%
.. Laguna Beach 1.4%
Dana Point 1.2%
Stanton 1.1%
Rancho Santa Margarita 1.0%
Laguna Hills 0.9%
Seal Beach 0.8%
Aliso Viejo 0.7%
Los Alamitos 0.5%
La Palma 0.3% '""""""""""""""""""-"''"'
.. Laguna Woods 0.2% ,,,,nww~,,mmmmme
Villa Park Q,4tq
Total 100%
(1) Unincorporated County is assumed to be a Participating City for the purposes of determining the Commencement Date in accordance with Section 6.2(b) of this Agreement. (2) A Participating City will only be included for purposing of determining the Commencement Date upon (i) execution of a Waste Disposal Agreement by that Participating City and (ii) execution of a Hauler Acknowledgement(s) by the Franchise Hauler( s) operating within such Participating City
Execution Copy
3024958.2 Page K-34 Franchise Agreement, Exhibit K
Execution Copy
APPENDIX2

CUMULATIVE TONNAGE TARGETS
3024958.2 Page K-35 Franchise Agreement, Exhibit K
Execution Copy
APPENDIX2
Cumulative County Acceptable Waste Tonnage Target to be Used for Purposes of Section 4.2 (B)
Fiscal Year
FY 2008-09
FY 2009-10
FY 2010-11
FY 2011-12
FY 2012-13
FY 2013-14
FY 2014-15
FY 2015-16
FY 2016-17
FY 2017-18
FY 2018-19
FY 2019-20
County Acceptable Waste
Tonnage
3,170,387
3,092,806
3,185,590
3,344,870
3,445,216
3,514,120
3,549,262
3,565,608
3,582,033
3,598,535
3,615,115
3,631,774
Cumulative County
Acceptable Waste Tonnage
3,170,387
6,263,193
9,448,783
12,793,653
16,238,869
19,752,989
23,302,251
26,867,859
30,449,892
34,048,427
37,663,542
41,295,316
3024958.2 Page K-36 Franchise Agreement, Exhibit K
Fiscal Year
(ending June 30)
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
Execution Copy
APPENDIX3

CUMULATIVE CAPITAL COSTS
to be Used
for Purposes of Section 4.2(A)vi
Annual Capital Costs Cumulative Capital Costs
$37,939,538 $37,939,538
$59,343,405 $97,282,943
$10,433,978 $107,716,921
$13,678,113 $121,395.034
$17,525,040 $138,920,074
$11,259,518 I $150,179,592
$37,682,758 I $187,862,350
$5,068,800 $192,931,150
$10,662,265 $203,593,415
$29,397,698 $232,991,113
$8,263,795 $241,254,908
$45,103,805 $286,358,713
3024958.2 Page K-37 Franchise Agreement, Exhibit K
APPENDIX4

FORM OF HAULER ACKNOWLEDGMENT
Execution Copy
3024958.2 Page K-38 Franchise Agreement, Exhibit K

AMENDMENT TO WASTE DISPOSAL AGREEMENT
Between

THE COUNTY OF ORANGE, CALIFORNIA
County Amendment Authorization Date:
____ ,2016
County Notice Address:

Director
OC Waste and Recycling
300 N. Flower, Suite 400
Santa Ana, CA 92703
2016 Amendment to Waste Disposal Agreement
and the

CITY OF BREA
City Amendment Authorization Date:

April 19, 2016
City Notice Address
City Manager
City of Brea
1 Civic Center Circle
Brea, CA 92821
3024958.2 Page K-39 Franchise Agreement, Exhibit K

AMENDMENT TO WASTE DISPOSAL AGREEMENT
THIS AMENDMENT TO WASTE DISPOSAL AGREEMENT (the "Amendment") is made and dated as of the date indicated on the cover page hereof between the County of Orange, a political subdivision of the State of California (the "County"), and the City designated on the cover page of this Amendment, a general law or charter city and political subdivision of the State of California (the "City").

The County has entered into waste disposal agreements in 2009 (the "Original Waste Disposal Agreements") with all of the cities in the County, including the City, as well as certain sanitary districts located in the County (the "Participating Cities"), pursuant to which the County agreed to provide disposal capacity for waste generated in or under the control of the Participating Cities, and the Participating Cities agreed to deliver or cause the delivery of waste generated in or under the control of the Participating Cities to the Disposal System, as more specifically set forth in, and subject to the terms and conditions of, the Original Waste Disposal Agreements.

The City has determined that the execution of this Amendment by the City is in the best interest of the City and will serve the public health, safety and welfare by providing greater disposal rate stability, more predictable and reliable long-term disposal service, and sound environmental management.

The County has determined that the execution by the County of this Amendment will serve the public health, safety and welfare by providing a more stable, predictable and reliable supply of municipal solid waste and the resulting service payment revenue to the Disposal System, thereby enabling the County to plan, manage, operate and finance improvements to the Disposal System on a more prudent and sound long term, businesslike basis consistent with its obligations to the State and the holders of obligations secured by its Disposal System.

Official action approving this Amendment and determining it to be in the public interest and authorizing its execution and delivery was duly taken by the County on the County authorization date indicated on the cover page hereof.

Official action approving this Amendment and determining it to be in the public interest and authorizing its execution and delivery was duly taken by the City on the City authorization date indicated on the cover page hereof.

It is, therefore, agreed as follows:
2016 Amendment to Waste Disposal Agreement
3024958.2 Page K-40 Franchise Agreement, Exhibit K
Section 1. Amendment to Original Waste Disposal Agreement. (a) Sections 3.6(C) and 3.6(E) of the Original Waste Disposal Agreement are deleted and replaced in their entirety, as set forth below:
"(C) Receipt oflmported Acceptable Waste on a Contract Basis. Throughout the Term hereof, the County shall have the right to enter into a contract or other agreement with any municipal or private non-County entity for the delivery of Im ported Acceptable Waste on terms and conditions that the County determines to be necessary to ensure and enhance the viability of the Disposal System for the benefit of the County and the Participating Cities and to generate Net Import Revenues. The County certifies that in its good faith judgment the contract or other agreement for the delivery of such waste will not materially and adversely affect the ability of the County to receive and dispose of Acceptable Waste from the Participating Cities in accordance with the applicable Disposal Agreements throughout the Term thereof. " "(E) Application and Use of Revenues From Other Users. (1) Throughout the term hereof, all revenues received by the County from the disposal of County Acceptable Waste by the Disposal System, and all revenues received by the County from the disposal of Imported Acceptable Waste by the Disposal System (including amounts received by the County as a result of the failure of contract counterparties to deliver minimum required amounts of Imported Acceptable Waste), shall be deposited by the County in the County OC Waste & Recycling Enterprise Fund and shall constitute revenues of the Disposal System. Pursuant to the County's Plan of Adjustment, the County is entitled to receive net revenues (after payment of all costs attributable to the acceptance of such Imported Acceptable Waste at the Disposal System) ("Net Import Revenues") from the disposal of Imported Acceptable Waste by the Disposal System. Costs attributable to the disposal of Imported Acceptable Waste include deposits to the Environmental Fund, deposits to closure and postclosure reserves, City host fees (if applicable), operating costs (such as manpower expenditures, equipment, services and supplies expenditures), state surcharges, and a pro rata share of capital project costs. Net Import Revenues shall be used for the payment of bankruptcy related obligations until payment in full of such bankruptcy related obligations required to be paid from such Net Import Revenues pursuant to the Plan of Adjustment. It is estimated that payment in full of such bankruptcy related obligations required to be paid from such Net Import Revenues pursuant to the Plan of Adjustment will occur by the end of Fiscal Year 2017-18. (2) Until the County's obligation to apply Net Import Revenues for the payment of bankruptcy related obligations in accordance with the Plan of Adjustment has been satisfied in full, Net Import Revenues shall be calculated as provided in Section (3 .6)(E)(l ). For any period after the County's obligation to apply Net Import Revenues for the payment of bankruptcy related obligations in accordance with the Plan of Adjustment has been satisfied in full, Net Import Revenues shall be calculated as follows:
(i) in Fiscal Year 2017-18, Net Import Revenues for each ton of Imported Acceptable Waste received shall be equal to the revenues received for the disposal of such ton of Imported Acceptable Waste (excluding any newly established per-ton fees or increases to existing perton fees with respect to Imported Acceptable Waste payable to the State, other regulatory agencies or cities in which facilities in the Disposal System are located) in excess of $17.57 per ton;
(ii) in Fiscal Year 2018-19, Net Import Revenues for each ton oflmported Acceptable Waste received shall be equal to the revenues received for the disposal of such ton of Imported 2016 Amendment to Waste Disposal Agreement
3024958.2 Page K-41 Franchise Agreement, Exhibit K
Acceptable Waste (excluding any newly established per-ton fees or increases to existing perton fees with respect to hnported Acceptable Waste payable to the State, other regulatory agencies or cities in which facilities in the Disposal System are located) in excess of $18.01 per ton;
(iii) in Fiscal Year 2019-20, Net hnport Revenues for each ton ofhnported Acceptable Waste received shall be equal to the revenues received for the disposal of such ton of hn ported Acceptable Waste (excluding any newly established per-ton fees or increases to existing perton fees with respect to hnported Acceptable Waste payable to the State, other regulatory agencies or cities in which facilities in the Disposal System are located) in excess in excess of $18 .46 per ton; and
(iv) thereafter, Net Import Revenues shall be equal to 30% of the revenues received by the County from the disposal ofhnported Acceptable Waste (excluding any newly established per-ton fees or increases to existing per-ton fees with respect to Imported Acceptable Waste payable to the State, other regulatory agencies or cities in which facilities in the Disposal System are located).
(3) After the County's obligation to apply Net hnport Revenues for the payment of bankruptcy related obligations in accordance with the Plan of Adjustment has been satisfied in full (i) 50% of any Net hnport Revenues (as calculated pursuant to Section 3.6(E)(2)) shall be paid to the County General Fund; and (ii) 50% of such Net Import Revenues shall be paid to the Participating Cities (and to the County, with respect to the unincorporated area) listed in Appendix 5 for use for any purpose by the Participating City, including but not limited to state mandated solid waste programs. Payments of such amounts to the County General Fund and the Participating Cities shall be made by the County within 90 days after the end of each fiscal year. The portion of Net Import Revenues specified above payable to the Participating Cities shall be apportioned in the percentages set forth in Appendix 5. ( 4) The percentages set forth in Appendix 5 with respect to each Participating City will be adjusted at the end of Fiscal Year 2019-20 to reflect the percentage of actual deliveries of Acceptable Waste from each Participating City as compared to the total amount of actual deliveries from all of the Participating Cities during Fiscal Years 2017-18, 2018-19, and 2019-

20. The County shall notify each Participating City of the revised percentages in Appendix 5 within 120 days after the end of Fiscal Year 2019-20. The revised percentages will be used for the allocation of Net Import Revenues generated during Fiscal Year 2020-21 and thereafter. (b) Section 4.2(A)(z) is added to the Original Waste Disposal Agreement (immediately following Section 4.2(A)(y)) as follows:
"(z) decrease the amount of Net Import Revenues otherwise payable to the County General Fund and the Participating Cities pursuant to Section 3 .6(E)(2) and Section 3 .6(E)(3) and use the amount of such decrease to pay costs of the Disposal System." (c) Section 6.l(A) and Section 6.l(B) of the Original Waste Disposal Agreement are deleted and replaced in their entirety with the following:
2016 Amendment to Waste Disposal Agreement
3024958.2 Page K-42 Franchise Agreement, Exhibit K
"SECTION 6.1 EFFECTIVE DATE AND TERM.
(A) Initial Term. This Agreement shall continue in full force and effect until June 30, 2025, unless earlier terminated in accordance with its terms, in which event the Term shall be deemed to have expired as of the date of such termination. (B) Option to Renew. This Agreement shall be subject to renewal by mutual agreement of the parties, on or before June 30, 2023, for an additional term of ten years (the "Renewal Tenn") on the same terms and conditions as are applicable during the Initial Term hereof. The City shall give the County written notice of its irrevocable election to renew this Agreement on or before June 30, 2022. If the parties do not renew this Agreement by June 30, 2023, the Agreement shall expire on June 30, 2025."
( d) The first sentence of Section 6.1 (C) of the Original Waste Disposal Agreement is deleted in its entirety and replaced with the following:
"In connection with the parties' right to renew this Agreement for an additional ten-year term pursuant to Section 6.1 (B), the parties shall, on or before June 30, 2023, negotiate an applicable change in the Contract Rate for such renewal term."
(e) Appendix2 of the Original Waste Disposal Agreement is deleted in its entirety and replaced with the form attached hereto.
(f) Appendix 5 shall be added to the Original Waste Disposal Agreement as a new appendix, in the form attached hereto.
(g) All other terms and conditions of the Original Waste Disposal Agreement shall remain in full force and effect.

Section 2. Initial Payment. As consideration for the execution of this Amendment by all of the Participating Cities, and subject to the occurrence of the Amendment Effective Date pursuant to Section 3, the County agrees to pay, from the County OC Waste & Recycling Enterprise Fund, the Amendment Payment to the Participating Cities listed in Appendix 5. The aggregate Amendment Payment shall be $5,400,000, and shall be distributed to the individual Participating Cities (including the City) in the percentages set forth in Appendix 5 by September 30, 2016.

Section 3. Effectiveness of Amendment. The provisions of this Amendment shall not become effective unless and until the Amendment has been executed by the County and all of the Participating Cities. The date on which the County and all of the Participating Cities have executed the Amendment shall be the "Amendment Effective Date." The County shall give written notice of the Amendment Effective Date to the City. In the event that the Amendment Effective Date does not occur by June 30, 2016, this Amendment shall be automatically terminated and the County shall have no obligation to make the Amendment Payment.

Section 4. REPRESENTATIONS AND WARRANTIES OF THE PARTIES. Each of the parties to this Amendment represent and warrant that it is a political subdivision of the State of California validly existing under the Constitution and laws of the State and (ii) it has duly authorized the execution and delivery of this Amendment, and has duly executed and delivered the Amendment.
2016 Amendment to Waste Disposal Agreement
3024958.2 Page K-43 Franchise Agreement, Exhibit K
All other terms and conditions of the 2009 Original Waste Disposal Agreement not specifically changed by this Amendment, shall remain in full force and effect.

IN WITNESS WHEREOF, COUNTY and CITY have caused this Amendment to be executed by their duly authorized officers or representatives as of the day and year first above written.

Date_f,_· !~---a-~_
Date lj fa!;/; jn ----+{:----+{-------+-~--
Date fl~/tr
APPROVED AS TO FORM:

COUNTY COUNSEL

ORANGE COUNTY, CALIFORNIA
By--'~~ ~ ~ -----=--· -
~ ,Deputy
2016 Amendment to Waste Disposal Agreement

COUNTY OF ORANGE
ByC~&:Y0
Mayor
City of Brea
Lillian Harri -Neal
ATTEST: City Clerk
City of Brea
3024958.2 Page K-44 Franchise Agreement, Exhibit K
APPENDIX2
County Acceptable Waste Tonnage Target to be Used
for Purposes of Section 4.2(b)
Fiscal Year Tonnage Cumulative
FY 2015-16 2,724,250 2,724,250
FY 2016-17 2,681 ,153 5,405,403
FY 2017-18 2,638,746 8,044,149
FY 2018-19 2,597,017 10,641 ,166
FY 2019-20 2,558,522 13,199,688
FY 2020-21 2,520,605 15,720,293
FY 2021-22 2,483,256 18,203,549
FY 2022-23 2,483,256 20,686,805
FY 2023-24 2,483,256 23,170,061
FY 2024-25 2,483,256 25,653,317
2016 Amendment to Waste Disposal Agreement
3024958.2 Page K-45 Franchise Agreement, Exhibit K
APPENDIX5
PARTICIPATING CITY ALLOCATION PURSUANT TO SECTION 3.6
City Allocation Percentage for Allocation of
Puruoses of Section 3.6 Initial Payment
Anaheim 13.18% $711,509
Aliso Viejo 0.67 36,416
Buena Park 2.34 126,275
Brea 2.28 123,085
Costa Mesa 2.18 117,936
Costa Mesa Sanitary District 1.48 79,976
Cypress 2.56 138,115
Dana Point 0.99 53,278
Fullerton 4.10 221,271
Fountain Valley 1.76 95,217
Garden Grove/
GO Sanitary District 7.17 387,197
Huntington Beach 6.13 330,807
Irvine 8.22 444,036
Laguna Beach 1.14 61,796
Laguna Hills 0.74 40,098
Laguna Niguel 1.36 73,341
Laguna Woods 0.41 22,274
La Habra 1.69 91,431
Lake Forest 2.45 132,214
La Palma 0.32 17,325
Los Alamitos 0.58 31,362
Mission Viejo 2.42 130,902
Newport Beach 3.68 198,946
Orange 4.90 264,468
Placentia 1.58 85,116
Rancho Santa Margarita 1.11 60,009
Santa Ana 10.60 572,184
San Clemente 1.40 75,728
San Juan Capistrano 1.23 66,420
Seal Beach 0.82 44,292
Stanton 1.62 87,287
Tustin 1.42 76,648
Villa Park 0.21 11,081
Midway City Sanitary
District (Westminster) 2.13 114,893
Yorba Linda 1.78 96,344
County Unincorporated 3.35 180,723
Totals 100% $5,400,000
2016 Amendment to Waste Disposal Agreement
3024958.2 Page K-46 Franchise Agreement, Exhibit K
3024958.2
EXHIBIT L:

FACILITIES LIST
3024958.2
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EXHIBIT L:

FACILITIES LIST
Page L-1 Franchise Agreement, Exhibit L
3024958.2
Facilities List
Approved or
Designated
Facility Type
Required Facility InformaƟon
Approved Transfer
Facility(ies)
Facility Name: CVT Regional Material Recovery and TS
 Address: 1131 N. Blue Gum St. Anaheim, CA 92806
 Operator: Republic Services
 SWIS Number: SWIS 30-AB-0335
 Facility Type: Materials Recovery Facility and TS
 Material Type(s): Source Separated Recyclable Materials, Yard Waste, Food Waste, Source Separated Organic Materials, C&D, Solid Waste Facility Name: Rainbow Transfer/Recycling
 Address: 17121 Nichols Lane HunƟngton Beach CA, 92647  Operator: Republic Services
 SWIS Number: SWIS 30-AB-0099
 Facility Type: Materials Recovery Facility and TS
 Material Type(s): Source Separated Recyclable Materials, Yard Waste, Food Waste, Source Separated Organic Materials, C&D, Solid Waste Designated Disposal
Facility(ies)
Facility Name: Olinda Alpha Landfill
 Address: 1942 N. Valencia Avenue, Brea, CA 92823
 Operator: OC Waste and Recycling
 SWIS Number: SWIS 30-AB-0035
 Facility Type: Landfill
 Material Type(s): Solid Waste
 (If Applicable) Transfer Facility: CVT Regional Material Recovery and TS or Rainbow
Facility Name: Frank R. Bowerman Sanitary Landfill
 Address: 11002 Bee Canyon Access Road, Irvine, CA 92618  Operator: OC Waste and Recycling
 SWIS Number: 30-AB-0360
 Facility Type: Landfill
 Material Type(s): Solid Waste
 (If Applicable) Transfer Facility: CVT Regional Material Recovery and TS or Rainbow
Facility Name: Prima Deschecha Landfill
 Address: 32250 Avenida La Pata San Juan Capistrano, CA 92675  Operator: OC Waste and Recycling
EXHIBIT L:

FACILITIES LIST
Page L-2 Franchise Agreement, Exhibit L
3024958.2
Approved or
Designated
Facility Type
Required Facility InformaƟon
 SWIS Number: 30-AB-0019
 Facility Type: Landfill
 Material Type(s): Solid Waste
 (If Applicable) Transfer Facility: CVT Regional Material Recovery and TS or Rainbow
Approved C&D Facility(ies) Facility Name: CVT Regional Material Recovery and TS  Address: 1131 N. Blue Gum St. Anaheim, CA 92806
 Operator: Republic Services
 SWIS Number: SWIS 30-AB-0335
 Facility Type: Materials Recovery Facility and TS
 Material Type(s): Source Separated Recyclable Materials, Yard Waste, Food Waste, Source Separated Organic Materials, C&D Debris, Solid Waste Facility Name: Rainbow Transfer/Recycling
 Address: 17121 Nichols Lane HunƟngton Beach CA, 92647  Operator: Republic Services
 SWIS Number: SWIS 30-AB-0099
 Facility Type: Materials Recovery Facility and TS
 Material Type(s): Source Separated Recyclable Materials, Yard Waste, Food Waste, Source Separated Organic Materials, C&D, Solid Waste Approved Organic Materials
Processing Facility(ies)
Facility Name: Valencia Greenery
 Address: 1942 N. Valencia Avenue, Brea, CA 92823
 Operator: OC Waste and Recycling
 SWIS Number: 30-AB-0470
 Facility Type: Greenery
 Material Type(s): Yard Waste, Food Waste, Manure
 (If Applicable) Transfer Facility: CVT or Rainbow

Facility Name: Bee Canyon Greenery
 Address: 11002 Bee Canyon Access Road, Irvine, CA 92618  Operator: OC Waste and Recycling
 SWIS Number: 30-AB-0470
 Facility Type: Greenery
 Material Type(s): Yard Waste, Food Waste, Manure
 (If Applicable) Transfer Facility: CVT or Rainbow

Facility Name: Capistrano Greenery
 Address: 32250 Avenida La Pata San Juan Capistrano, CA 92675 EXHIBIT L:

FACILITIES LIST
Page L-3 Franchise Agreement, Exhibit L
3024958.2
Approved or
Designated
Facility Type
Required Facility InformaƟon
 Operator: OC Waste and Recycling
 SWIS Number: 30-AB-0468
 Facility Type: Greenery
 Material Type(s): Yard Waste, Food Waste, Manure
 (If Applicable) Transfer Facility: CVT or Rainbow

Facility Name: Recology Blossom Valley Organics
 Address: 6061 N Wheeler Ridge Rd. Lamont, CA 93242
 Operator: Recology
 SWIS Number: SWIS 15-AA-0307
 Facility Type: ComposƟng
 Material Type(s): Organics
 (If Applicable) Transfer Facility: CVT or Rainbow

Facility Name: Agromin OC
 Address: 8292 Edison Ave. Ontario, CA 91762
 Operator: Agromin OC
 SWIS Number: 36-AA-0509
 Facility Type: Green Material ComposƟng OperaƟon
 Material Type(s): Yard Waste, Food Waste
 (If Applicable) Transfer Facility: CVT or Rainbow

Facility Name: Circle Green Tech Park
 Address: 17900 Sheep Creek Rd. El Mirage, CA 92301
 SWIS Number: 36-AA-0500
 Facility Type: Aerated StaƟc Pile Compost Facility
 Material Type(s): Yard Waste, Food Waste, Manure
 (If Applicable) Transfer Facility: CVT or Rainbow

Facility Name: Republic Services Copper Mountain Landfill  Address: 34853 East County 12th Street, Wellton, AZ 85356  Operator: Republic Services
 SWIS Number: None
 Facility Type: Landfill
 Material Type(s): Organics
 (If Applicable) Transfer Facility: CVT or Rainbow
EXHIBIT L:

FACILITIES LIST
Page L-4 Franchise Agreement, Exhibit L
3024958.2
Approved or
Designated
Facility Type
Required Facility InformaƟon
Facility Name: Rialto BioEnergy Facility,
 Address: 503 East Santa Ana Avenue Rialto, CA 92376
 Operator: Anaergia Services
 SWIS Number: SWIS 36-AA-0446 503
 Facility Type: Large Volume In-Vessel DigesƟon Facility  Material Type(s): Source Separated Organic Materials
 (If Applicable) Transfer Facility: CVT or Rainbow
Approved Recyclable
Materials Processing Facility
Facility Name: CVT Regional Material Recovery and TS
 Address: 1131 N. Blue Gum St. Anaheim, CA 92806
 Operator: Republic Services
 SWIS Number: SWIS 30-AB-0335
 Facility Type: Materials Recovery Facility and TS
 Material Type(s): Source Separated Recyclable Materials, Yard Waste, Food Waste, Source Separated Organic Materials, C&D Debris, Solid Waste Facility Name: Rainbow Transfer/Recycling
 Address: 17121 Nichols Lane HunƟngton Beach CA, 92647  Operator: Republic Services
 SWIS Number: SWIS 30-AB-0099
 Facility Type: Materials Recovery Facility and Transfer StaƟon  Material Type(s): Source Separated Recyclable Materials, Yard Waste, Food Waste, Source Separated Organic Materials, C&D Debris, Solid Waste Facility Name: Waste Management of Orange
 Address: 2050 Glassell Street Orange, CA 92865
 Operator: USA Waste of California, Inc
 SWIS Number: 30-AB-0363
 Facility Type: Transfer/ Processing
 Material Type(s): Source Separated Recyclable Materials  (If Applicable) Transfer Facility: CVT or Rainbow
3024958.2
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3024958.2
EXHIBIT M:

DOCUMENTATION OF RESIDENTIAL ORGANICS COST PER TON
3024958.2
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EXHIBIT M:

DOCUMENTATION OF RESIDENTIAL ORGANICS COST PER TON
Page M-1 Franchise Agreement, Exhibit M
3024958.2
Exhibit based on residenƟal organic materials final negoƟated cost per ton provided by Contractor.

Approved Facility
from Exhibit L
CVT Cost
(Pre-processing
and/or Transfer)
Transportation
Cost/Ton Tip Fee/ton Cost/ton
Recology $39.02 $52.06 $45.91 $136.98
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3024958.2
EXHIBIT N:

CUSTOMER CREDIT FOR MISSED PICK-UPS DURING A WORK

STOPPAGE
3024958.2
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EXHIBIT N:

CUSTOMER CREDIT FOR MISSED PICK-UPS DURING A WORK

STOPPAGE
Page N-1 Franchise Agreement, Exhibit N
3024958.2

1. City Billed Customers
A. General. Contractor shall follow the following calculation procedures for issuing residential customers a credit on the monthly invoice to City for the number of collections missed during the work stoppage that were not recovered within two days of their schedule service day. City retains the franchise fee; therefore, the credit for the franchise fee and City maintenance fee would need to be issued back to the customers by City on their next billing cycle by City.

B. Contractor will calculate and process a credit on their next invoice to the City for all residential customers during the dispute period of a work stoppage as follows:

1. Credit calculation – the credit will be based on the following factors (a) Customer monthly rate for collection services only
(b) Weeks per month
(c) Number of collections missed during the work stoppage

2. Example calculation based on July 1, 2022 rate:
(a) Monthly rate for collection = $15.32 (Sum of trash collection portion, yard waste collection portion, recycling portion, and fuel pricing index) (b) Weeks per month = 4.33
(c) Number of collections missed during the work stoppage = 1 (Example purposes only) Credit = [(a) ÷ (b)] x (c)
Credit = [($15.32) ÷ (4.33)] x (1)
Credit = $3.54 per residential customer missed

2. Contractor Billed Multi-Family and Commercial Customers All mulƟ-family and commercial customers shall be eligible to receive a credit for any missed services during a work stoppage. Contractor shall noƟfy all mulƟ-family and commercial customers via its website currently at “hƩps://www.republicservices.com/municipality/brea-ca” that credits may be made available for agreed upon disrupƟons during the dispute period. Contractor will calculate and offer a credit for each customer who contacts Contractor requesƟng a credit on a case-by-case basis based on the level of disrupƟon of service to each such customer, if any, during the dispute period. 3024958.2 Page O-1 Franchise Agreement, Exhibit O
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3024958.2
EXHIBIT O:

SUPPORTING DOCUMENTATION REGARDING NON-EXTENSION
3024958.2
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EXHIBIT O:

SUPPORTING DOCUMENTATION REGARDING NON-EXTENSION
3024958.2 Page O-1 Franchise Agreement, Exhibit O
3024958.2
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City of Brea
City Council Regular Meeting Communication
Monthly Report of Investments for the City of Brea for Period Ended February 28, 2025 Meeting
Tuesday, March 18, 2025, 7:00 PM
Agenda Group
CONSENT CALENDAR Item: 4G.

TO
Honorable Mayor and City Council Members
FROM
Kristin Griffith, City Manager

RECOMMENDATION
Receive and file.

BACKGROUND/DISCUSSION
The Monthly Report of Investments is prepared in accordance with Government Code Sections (GCS) 41004 and 53607 and contains information on the City's investment activities for the month of February. Cash for day-to-day activities is deposited in the demand and interest-bearing checking accounts. The Local Agency Investment Fund (LAIF) is used for short-term investments and functions like a savings account. In addition, on June 6, 2023, with the recommendation of the Investment Advisory Committee, the City Council authorized the use of Treasury Bills and other short-term investments (City Liquidity account) as a LAIF alternative. The City’s investment portfolio is for long-term investments and is managed through Chandler Asset Management (Chandler). Together, the short and long-term investment accounts represent the City’s investment portfolio.

Attachment A includes an Investment Information Summary and Monthly Account Statement prepared by Chandler. The book value represents the cost of investments, plus or minus amortization/accretion. As of February 28, 2025, the total market value of the managed investment portfolio, including accrued interest, was $95,452,135 as compared to $94,490,367 at January 31, 2025. The weighted average investment yield for February 28, 2025 was 3.55%, which was slightly higher than the prior month. The City’s Local Agency Investment Fund (LAIF) had a total market value, including accrued interest of $17,529,802 at February 28, 2025. Also, the balance of the City's Liquidity account at February 28, 2025 was $3,318, which brings the total value of the City’s investment portfolio as of February 28, 2025 to $112,985,255 as compared to the balance of $112,680,615 at January 31, 2025.

The City has restricted cash and investments held in the post-employment benefits trust accounts for both Pension and Other Post Employment Benefits (OPEB) administered by PARS (PARS accounts), which are managed by PFM Asset Management (PFM) and the City's various bond reserve accounts which are managed by Chandler. Attachment A includes monthly statements from US Bank for the PARS accounts, as well as a portfolio report from Chandler for each bond reserve account that is invested. As of February 28, 2025, the market value of the PARS pension account, including short-term cash and accrued interest was $12,531,852 as compared to $12,471,847 from the prior month. The OPEB account had a market value of $453,068 as compared to $450,078 from the prior month. All other restricted cash investments (bond reserve accounts), including short-term cash and accrued interest, was $862,780 in comparison to $706,498 from the prior month.

Pursuant to the City's investment policy, with the exception of LAIF, direct time certificates of deposit and money market mutual funds, all City investments are held by third-party custodians. The Bank of New York Mellon Trust Company, N.A. (BNY) holds accounts managed by Chandler and US Bank holds the PARS accounts managed by PFM, which acts as an agent of the City. All securities are held in the name of the City of Brea. The City of Brea has sufficient cash flow to meet its expected expenditures for the next six months.

FISCAL IMPACT/SUMMARY
Attachments
Attachment A - City February 2025.pdf
During the month of February, the overall City portfolio increased by $304,640. This increase was due to favorable market rate conditions. The City's PARS accounts also increased by $60,005 and $2,989 due to favorable market rate conditions.

The bond reserve accounts increased by $156,282 due to payments sent to the City's bond trustee for the Olinda Heights and Brea Plaza Public Improvements. Payments were due to the bondholders on March 1, 2025.

RESPECTFULLY SUBMITTED:

Kristin Griffith, City Manager
Prepared by: Faith Madrazo, Financial Services Manager, Revenue Concurrence: Monica Lo, Deputy Director of Administrative Services City of Brea
Cash and Investment Information
Book Market
Value Value*
Demand and Interest-Bearing Checking Accounts Citizen's Bank $ 7,398,403.70 $ 7,398,403.70 Local Agency Investment Fund LAIF $ 17,411,201.26 $ 17,529,802.45 Managed Investment Portfolio - CHANDLER Chandler/BNY $ 95,338,755.21 $ 95,452,135.05 Liquidity Account - CHANDLER Chandler/BNY $ 3,318.16 $ 3,318.16 PARS Post-Employment Benefits Trust - Pension** PFM/US Bank $ 11,992,459.06 $ 12,531,852.33 PARS Post-Employment Benefits Trust - OPEB** PFM/US Bank $ 446,159.73 $ 453,067.62 Fiscal Agent Cash & Investments**
2017 Brea Plaza Public Improvements CFD Bonds (CFD 2008-2) Chandler/BNY $ 826,192.80 $ 825,062.44 2019 Olinda Ranch Public Improvements CFD Bonds (CFD 1997-1) Chandler/BNY $ 31,000.01 $ 31,000.01 2019 Water Revenue Bonds Chandler/BNY $ 3,994.78 $ 3,994.78 2020 Water Revenue Refunding Bonds Chandler/BNY $ 1,570.86 $ 1,570.86 2021 Lease Revenue Refunding Bonds Chandler/BNY $ 1,151.60 $ 1,151.60 Sub-total - Fiscal Agent Cash & Investments $ 863,910.05 $ 862,779.69 Report Grand Total $ 133,454,207.17 $ 134,231,359.00
* Includes accrued interest on invested funds
** Reserve Fund
February 28, 2025
ATTACHMENT A Page 1 of 181
City of Brea
Cash and Investment Information
Fiscal Agent Cash & Investments Detail
10600 2017 Brea Plaza Public Improvements CFD Bonds (CFD 2008-2) - CHANDLER $ 694,958.42 $ 693,828.06 Short-Term Treasury Funds - BNY $ 131,234.38 $ 131,234.38 Sub-total $ 826,192.80 $ 825,062.44
2019 Olinda Ranch Public Improvements Bonds (CFD 1997-1) - CHANDLER $ - $ - Short-Term Treasury Funds - BNY $ 31,000.01 $ 31,000.01 Sub-total $ 31,000.01 $ 31,000.01
2019 Water Revenue Bonds - CHANDLER $ - $ -
Short-Term Treasury Funds - BNY $ 3,994.78 $ 3,994.78
Sub-total $ 3,994.78 $ 3,994.78
2020 Water Revenue Refunding Bonds - CHANDLER $ - $ -
Short-Term Treasury Funds - BNY $ 1,570.86 $ 1,570.86
Sub-total $ 1,570.86 $ 1,570.86
2021 Lease Revenue Refunding Bonds - CHANDLER $ - $ -
Short-Term Treasury Funds - BNY $ 1,151.60 $ 1,151.60
Sub-total $ 1,151.60 $ 1,151.60
Report Grand Total $ 863,910.05 $ 862,779.69
Book
Value
Market
Value
February 28, 2025
ATTACHMENT A Page 2 of 181

MONTHLY ACCOUNT STATEMENT
City of Brea LAIF | Account #10164 | As of February 28, 2025 CHANDLER ASSET MANAGEMENT | chandlerasset.com
Information contained herein is confidential. We urge you to compare this statement to the one you receive from your qualified custodian. Please see Important Disclosures at the end of the statement.

Chandler Team:

For questions about your account, please call (800) 317-4747, or contact [email protected]
Custodian:

ATTACHMENT A

Page 3 of 181 ends

Benchmark: NO BENCHMARK REQUIRED Secondary Benchmark:
*The average credit quality is a weighted average calculation of the highest of S&P, Moody’s and Fitch.

RECONCILIATION SUMMARY
Accrual Activity Summary
Fair Market Activity Summary
Month to Date Fiscal Year to Date
(07/01/2024)
Beginning Book Value 17,469,965.16 17,368,188.66
Maturities/Calls 0.00 0.00
Principal Paydowns 0.00 0.00
Purchases 0.00 18,839,416.46
Sales 0.00 (18,600,000.00)
Change in Cash, Payables, Receivables 59,837.29 (77,802.67) Amortization/Accretion 0.00 0.00
Realized Gain (Loss) 0.00 0.00
Ending Book Value 17,529,802.45 17,529,802.45
Month to Date Fiscal Year to Date
(07/01/2024)
Beginning Market Value 17,469,965.16 17,368,188.66
Maturities/Calls 0.00 0.00
Principal Paydowns 0.00 0.00
Purchases 0.00 18,839,416.46
Sales 0.00 (18,600,000.00)
Change in Cash, Payables, Receivables 59,837.29 (77,802.67) Amortization/Accretion 0.00 0.00
Change in Net Unrealized Gain (Loss) 0.00 0.00
Realized Gain (Loss) 0.00 0.00
Ending Market Value 17,529,802.45 17,529,802.45
Maturities / Calls
Month to Date 0.00
Fiscal Year to Date 0.00
Principal Paydowns
Month to Date 0.00
Fiscal Year to Date 0.00
Purchases
Month to Date 0.00
Fiscal Year to Date 18,839,416.46
Sales
Month to Date 0.00
Fiscal Year to Date (18,600,000.00)
Interest Received
Month to Date 0.00
Fiscal Year to Date 368,365.95
Purchased / Sold Interest
Month to Date 0.00
Fiscal Year to Date 0.00
ATTACHMENT A Page 5 of 181
City of Brea LAIF | Account #10164 | As of February 28, 2025 Execution Time: 03/05/2025 02:53:23 PM Chandler Asset Management | [email protected] | www.chandlerasset.com | 800.317.4747

HOLDINGS REPORT
Cusip Security Description Par Value/
Units
Purchase Date
Purchase Yield
Cost Value
Book Value
Mkt Price
Mkt YTM
Market Value
Accrued Int.
% of Port.

Gain/Loss
Moody's/
S&P/
Fitch
Maturity
Duration
CASH
CCYUSD Receivable 118,601.19 --

0.00%
118,601.19
118,601.19

1.00 0.00%
118,601.19

0.00 0.68%

0.00 AAA/AAA
AAA

0.00 0.00
Total Cash 118,601.19 0.00%
118,601.19
118,601.19

1.00 0.00%
118,601.19

0.00 0.68%

0.00 0.00

0.00 LAIF
90LAIF$00 Local Agency Investment Fund
State Pool 17,411,201.26 --4.32%
17,411,201.26
17,411,201.26

1.00 4.32%
17,411,201.26

0.00 99.32%

0.00 NA/NA
NA

0.00 0.00
Total LAIF 17,411,201.26 4.32%
17,411,201.26
17,411,201.26

1.00 4.32%
17,411,201.26

0.00 99.32%

0.00 0.00

0.00 Total Portfolio 17,529,802.45 4.29%
17,529,802.45
17,529,802.45

1.00 4.29%
17,529,802.45

0.00 100.00%

0.00 0.00

TRANSACTION LEDGER
Transaction Type Settlement
Date CUSIP Quantity Security Description Price Acq/DispYield Amount Interest Pur/Sold Total Amount Gain/Loss OTHER

TRANSACTIONS

TOTAL OTHER
TRANSACTIONS 0.00 0.00 0.00 0.00 0.00
ATTACHMENT A Page 7 of 181
City of Brea LAIF | Account #10164 | As of February 28, 2025 Execution Time: 03/05/2025 02:53:23 PM Chandler Asset Management | [email protected] | www.chandlerasset.com | 800.317.4747

INCOME EARNED
Cusip Security Description
Trade Date
Settle Date
Units
Book Value: Begin
Book Value: Acq
Book Value: Disp
Book Value: End
Prior Accrued
Inc. Received
Ending Accrued
Total Interest
Accr. Of Discount
Amort. Of Premium
Net Accret/Amort
Income Earned
Total Income

CASH & EQUIVALENTS
CCYUSD Receivable
118,601.19
58,763.90

0.00 0.00
118,601.19

0.00 0.00

0.00 Total Cash & Equivalents 118,601.19
58,763.90

0.00 0.00
118,601.19

0.00 0.00

0.00 0.00 0.00
LAIF
90LAIF$00 Local Agency Investment
Fund State Pool 17,411,201.26
17,411,201.26

0.00 0.00
17,411,201.26

0.00 0.00

0.00 Total LAIF 17,411,201.26
17,411,201.26

0.00 0.00
17,411,201.26

0.00 0.00

0.00 0.00 0.00
TOTAL PORTFOLIO 17,529,802.45
17,469,965.16

0.00 0.00
17,529,802.45

0.00 0.00

CASH FLOW REPORT
Payment Date Transaction Type CUSIP Quantity Security Description Principal Amount Income Total Amount MARCH 2025
03/03/2025 Dividend 0.00 59,837.29 59,837.29
March 2025 Total 59,837.29 59,837.29
APRIL 2025
04/15/2025 Dividend 90LAIF$00 17,411,201.26 Local Agency Investment Fund State Pool 58,763.90 58,763.90 April 2025 Total 58,763.90 58,763.90
Grand Total 17,411,201.26 118,601.19 118,601.19
ATTACHMENT A Page 9 of 181
City of Brea LAIF | Account #10164 | As of February 28, 2025 Execution Time: 03/05/2025 02:53:23 PM Chandler Asset Management | [email protected] | www.chandlerasset.com | 800.317.4747

IMPORTANT DISCLOSURES
Chandler Asset Management, Inc. (“Chandler”) is an SEC registered investment adviser. For additional information about our firm, please see our current disclosures (Form ADV).

To obtain a copy of our current disclosures, you may contact your client service representative by calling the number on the front of this statement or you may visit our website at www.chandlerasset.com.

Information contained in this monthly statement is confidential and is provided for informational purposes only and should not be construed as specific investment or legal advice. The information contained herein was obtained from sources believed to be reliable as of the date of this statement, but may become outdated or superseded at any time without notice.

Custody: Your qualified custodian bank maintains control of all assets reflected in this statement and we urge you to compare this statement to the one you receive from your qualified custodian. Chandler does not have any authority to withdraw or deposit funds from/to the custodian account.

Valuation: Prices are provided by IDC, an independent pricing source. In the event IDC does not provide a price or if the price provided is not reflective of fair market value, Chandler will obtain pricing from an alternative approved third party pricing source in accordance with our written valuation policy and procedures. Our valuation procedures are also disclosed in Item 5 of our Form ADV Part 2A.

Performance: Performance results are presented gross-of-advisory fees and represent the client’s Total Return. The deduction of advisory fees lowers performance results. These results include the reinvestment of dividends and other earnings. Past performance may not be indicative of future results. Therefore, clients should not assume that future performance of any specific investment or investment strategy will be profitable or equal to past performance levels. All investment strategies have the potential for profit or loss. Economic factors, market conditions or changes in investment strategies, contributions or withdrawals may materially alter the performance and results of your portfolio.

Source ICE Data Indices, LLC (“ICE”), used with permission. ICE PERMITS USE OF THE ICE INDICES AND RELATED DATA ON AN “AS IS” BASIS; ICE, ITS AFFILIATES AND

THEIR RESPECTIVE THIRD PARTY SUPPLIERS DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS, EXPRESS AND/OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, INCLUDING THE INDICES, INDEX DATA AND ANY DATA INCLUDED IN, RELATED TO, OR DERIVED THEREFROM.

NEITHER ICE DATA, ITS AFFILIATES OR THEIR RESPECTIVE THIRD PARTY PROVIDERS GUARANTEE THE QUALITY, ADEQUACY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE INDICES OR THE INDEX DATA OR ANY COMPONENT THEREOF, AND THE INDICES AND INDEX DATA AND ALL COMPONENTS THEREOF ARE PROVIDED ON AN “AS IS” BASIS AND LICENSEE’S USE IS AT LICENSEE’S OWN RISK. ICE DATA, ITS AFFILIATES AND THEIR RESPECTIVE THIRD PARTY DO NOT SPONSOR, ENDORSE, OR RECOMMEND CHANDLER, OR ANY OF ITS PRODUCTS OR SERVICES.

Index returns assume reinvestment of all distributions. Historical performance results for investment indexes generally do not reflect the deduction of transaction and/or custodial charges or the deduction of an investment management fee, the incurrence of which would have the effect of decreasing historical performance results. It is not possible to invest directly in an index.

Ratings: Ratings information have been provided by Moody’s, S&P and Fitch through data feeds we believe to be reliable as of the date of this statement, however we cannot guarantee its accuracy.

Security level ratings for U.S. Agency issued mortgage-backed securities (“MBS”) reflect the issuer rating because the securities themselves are not rated. The issuing U.S. Agency guarantees the full and timely payment of both principal and interest and carries a high rating by S&P, Moody’s and Fitch respectively.

ATTACHMENT A Page 10 of 181

MONTHLY ACCOUNT STATEMENT
City of Brea | Account #120 | As of February 28, 2025
CHANDLER ASSET MANAGEMENT | chandlerasset.com
Information contained herein is confidential. We urge you to compare this statement to the one you receive from your qualified custodian. Please see Important Disclosures at the end of the statement.

Chandler Team:

For questions about your account, please call (800) 317-4747, or contact [email protected]
Custodian:

Bank of New York Mellon

ATTACHMENT A

Page 11 of 181 ends

PORTFOLIO SUMMARY
Portfolio Characteristics
Sector Allocation
Performance Review
Account Summary
Maturity Distribution
Top Issuers
Credit Quality (S&P)
Total Rate of Return** 1M 3M YTD 1YR 2YRS 3YRS 5YRS 10YRS Since Inception (05/01/96)
City of Brea 1.02% 1.42% 1.55% 5.64% 5.09% 2.12% 1.30% 1.74% 3.43% Benchmark Return 0.97% 1.40% 1.47% 5.32% 4.71% 1.68% 0.94% 1.46% 3.11% Secondary Benchmark Return 0.97% 1.40% 1.47% 5.46% 4.85% 1.79% 1.04% 1.56% -- Average Modified Duration 2.53
Average Coupon 3.28%
Average Purchase YTM 3.55%
Average Market YTM 4.21%
Average Credit Quality* AA+
Average Final Maturity 2.96
Average Life 2.80
End Values as of
01/31/2025
End Values as of
02/28/2025
Market Value 93,890,783.70 94,877,839.96
Accrued Interest 599,583.69 574,295.09
Total Market Value 94,490,367.39 95,452,135.05
Income Earned 267,596.12 265,525.58
Cont/WD 0.00 0.00
Par 95,683,054.28 95,940,104.92
Book Value 95,075,462.78 95,338,755.21
Cost Value 94,819,055.87 95,073,203.32
Government of The United States 38.86%
FHLMC 11.91%
FNMA 3.32%
Farm Credit System 2.20%
Federal Home Loan Banks 2.13%
International Bank for Recon and Dev 2.02%
Inter-American Development Bank 1.95%
Federal Home Loan Mortgage Corp 1.86%
**Periods over 1 year are annualized.

Benchmark: ICE BofA 1-5 Year Unsubordinated US Treasury & Agency Index Secondary Benchmark: ICE BofA 1-5 Year AAA-A US Corp & Govt Index *The average credit quality is a weighted average calculation of the highest of S&P, Moody’s and Fitch.

STATEMENT OF COMPLIANCE
Rules Name Limit Actual Compliance
Status Notes

AGENCY MORTGAGE SECURITIES (CMOS)
Max % (MV) 100.0 11.9 Compliant
Max % Issuer (MV) 25.0 11.9 Compliant
Max Maturity (Years) 5.0 4.0 Compliant
Min Rating (AA by 1) 0.0 0.0 Compliant

ASSET-BACKED SECURITIES (ABS)
Max % (MV; Non Agency ABS & MBS) 15.0 7.5 Compliant
Max % Issuer (MV) 5.0 1.0 Compliant
Max Maturity (Years) 5 4 Compliant
Min Rating (AA- by 1) 0.0 0.0 Compliant

BANKERS' ACCEPTANCES
Max % (MV) 40.0 0.0 Compliant
Max % Issuer (MV) 5.0 0.0 Compliant
Max Maturity (Days) 180 0.0 Compliant
Min Rating (A-1 by 1 or A- by 1) 0.0 0.0 Compliant

CERTIFICATE OF DEPOSIT PLACEMENT SERVICE (CDARS)
Max % (MV) 30.0 0.0 Compliant

COLLATERALIZED TIME DEPOSITS (NON-NEGOTIABLE
CD/TD)
Max % (MV) 20.0 0.0 Compliant
Max % Issuer (MV) 5.0 0.0 Compliant
Max Maturity (Years) 5.0 0.0 Compliant

COMMERCIAL PAPER
Max % (MV) 25.0 0.0 Compliant
Max % Issuer (MV) 5.0 0.0 Compliant
Max Maturity (Days) 270 0.0 Compliant
Min Rating (A-1/P-1 by Moody's & S&P) 0.0 0.0 Compliant

CORPORATE MEDIUM TERM NOTES
Max % (MV) 30.0 26.8 Compliant
Max % Issuer (MV) 5.0 1.5 Compliant
Max Maturity (Years) 5 4 Compliant
Min Rating (A- by 1) 0.0 0.0 Compliant

STATEMENT OF COMPLIANCE
Rules Name Limit Actual Compliance
Status Notes
Max % (MV) 20.0 0.0 Compliant
Max % Issuer (MV) 5.0 0.0 Compliant
Max Maturity (Years) 5 0.0 Compliant

FEDERAL AGENCIES
Max % (MV) 100.0 9.5 Compliant
Max % Issuer (MV) 25.0 3.3 Compliant
Max Callables (MV) 5.0 0.0 Compliant
Max Maturity (Years) 5 3 Compliant

LOCAL AGENCY INVESTMENT FUND (LAIF)
Max % (MV) 60.0 0.0 Compliant
Max Issuer % 40.0 0.0 Compliant

LOCAL GOVERNMENT INVESTMENT POOL (LGIP)
Max % (MV) 60.0 0.0 Compliant
Max % Issuer (MV) 40.0 0.0 Compliant

MONEY MARKET MUTUAL FUNDS
Max % (MV) 20.0 0.4 Compliant
Max % Issuer (MV) 20.0 0.4 Compliant
Min Rating (AAA by 2) 0.0 0.0 Compliant

MORTGAGE-BACKED SECURITIES (NON-AGENCY)
Max % (MV) 15.0 0.0 Compliant
Max % Issuer (MV) 5.0 0.0 Compliant
Max Maturity (Years) 5.0 0.0 Compliant
Min Rating (AA by 1) 0.0 0.0 Compliant

MUNICIPAL SECURITIES (CA, LOCAL AGENCY)
Max % (MV) 30.0 1.0 Compliant
Max % Issuer (MV) 5.0 1.0 Compliant
Max Maturity (Years) 5 4 Compliant
Min Rating (A- by 1) 0.0 0.0 Compliant

MUNICIPAL SECURITIES (CA, OTHER STATES)
Max % (MV) 30.0 0.0 Compliant
Max % Issuer (MV) 5.0 0.0 Compliant
Max Maturity (Years) 5 0.0 Compliant
Min Rating (A- by 1) 0.0 0.0 Compliant

STATEMENT OF COMPLIANCE
Rules Name Limit Actual Compliance
Status Notes
Max % (MV) 20.0 0.0 Compliant
Max % Issuer (MV) 10.0 0.0 Compliant
Min Rating (AAA by 2) 0.0 0.0 Compliant

NEGOTIABLE CERTIFICATES OF DEPOSIT (NCD)
Max % (MV) 30.0 0.0 Compliant
Max % Issuer (MV) 5.0 0.0 Compliant
Max Maturity (Years) 5 0.0 Compliant
Min Rating (A-1 by 1 or A- by 1 if > FDIC Limit) 0.0 0.0 Compliant

REPURCHASE AGREEMENTS
Max Maturity (Years) 1.0 0.0 Compliant

SUPRANATIONAL OBLIGATIONS
Max % (MV) 15.0 4.0 Compliant
Max % Issuer (MV) 5.0 2.0 Compliant
Max Maturity (Years) 5 4 Compliant
Min Rating (AA- by 1) 0.0 0.0 Compliant
U.S. TREASURIES
Max % (MV) 100.0 38.9 Compliant
Max Maturity (Years) 5 4 Compliant
ATTACHMENT A Page 15 of 181
City of Brea | Account #120 | As of February 28, 2025
Execution Time: 03/04/2025 01:34:13 PM Chandler Asset Management | [email protected] | www.chandlerasset.com | 800.317.4747

RECONCILIATION SUMMARY
Accrual Activity Summary
Fair Market Activity Summary
Month to Date Fiscal Year to Date
(07/01/2024)
Beginning Book Value 95,075,462.78 93,671,888.26
Maturities/Calls 0.00 0.00
Principal Paydowns (125,182.25) (957,782.48)
Purchases 2,605,847.24 26,201,840.94
Sales (2,203,712.88) (23,333,211.74)
Change in Cash, Payables, Receivables (610.33) (91,113.12) Amortization/Accretion 13,862.07 114,075.08
Realized Gain (Loss) (26,911.42) (266,941.74)
Ending Book Value 95,338,755.21 95,338,755.21
Month to Date Fiscal Year to Date
(07/01/2024)
Beginning Market Value 93,890,783.70 91,042,467.37
Maturities/Calls 0.00 0.00
Principal Paydowns (125,182.25) (957,782.48)
Purchases 2,605,847.24 26,201,840.94
Sales (2,203,712.88) (23,333,211.74)
Change in Cash, Payables, Receivables (610.33) (91,113.12) Amortization/Accretion 13,862.07 114,075.08
Change in Net Unrealized Gain (Loss) 723,763.83 2,168,505.65 Realized Gain (Loss) (26,911.42) (266,941.74)
Ending Market Value 94,877,839.96 94,877,839.96
Maturities / Calls
Month to Date 0.00
Fiscal Year to Date 0.00
Principal Paydowns
Month to Date (125,182.25)
Fiscal Year to Date (957,782.48)
Purchases
Month to Date 2,605,847.24
Fiscal Year to Date 26,201,840.94
Sales
Month to Date (2,203,712.88)
Fiscal Year to Date (23,333,211.74)
Interest Received
Month to Date 277,669.71
Fiscal Year to Date 1,905,138.07
Purchased / Sold Interest
Month to Date (717.60)
Fiscal Year to Date 5,708.65
ATTACHMENT A Page 16 of 181
City of Brea | Account #120 | As of February 28, 2025
Execution Time: 03/04/2025 01:34:13 PM Chandler Asset Management | [email protected] | www.chandlerasset.com | 800.317.4747

HOLDINGS REPORT
Cusip Security Description Par Value/
Units
Purchase Date
Purchase Yield
Cost Value
Book Value
Mkt Price
Mkt YTM
Market Value
Accrued Int.
% of Port.

Gain/Loss
Moody's/
S&P/
Fitch
Maturity
Duration
ABS
43815GAC3 HAROT 2021-4 A3 0.88
01/21/2026 25,872.37 11/16/20210.89%
25,866.91
25,871.34

99.52 5.20%
25,748.63

6.32 0.03%
(122.71)
AAA/NA
AAA

0.90 0.11
47789QAC4 JDOT 2021-B A3 0.52
03/16/2026 19,701.74 07/13/20210.53%
19,699.98
19,701.40

99.83 3.56%
19,667.53

4.55 0.02%
(33.87)
AAA/NA
AAA

1.04 0.06
89238JAC9 TAOT 2021-D A3 0.71
04/15/2026 26,439.88 11/09/20210.95%
26,439.31
26,439.79

99.58 5.08%
26,327.60

8.34 0.03%
(112.19)
NA/AAA
AAA

1.13 0.10
43815BAC4 HAROT 2022-1 A3 1.88
05/15/2026 111,665.84 02/15/20221.89%
111,649.04
111,661.51

99.38 4.70%
110,970.94

93.30 0.12%
(690.58)

AAA/AAA
NA

1.21 0.22
44935FAD6 HART 2021-C A3 0.74
05/15/2026 4,591.84 11/09/20210.75%
4,590.82
4,591.61

99.86 5.05%
4,585.35

1.51 0.00%
(6.26)
NA/AAA
AAA

1.21 0.03
362554AC1 GMCAR 2021-4 A3 0.68
09/16/2026 32,440.80 10/13/20210.68%
32,439.97
32,440.64

99.37 4.68%
32,236.34

9.19 0.03%
(204.30)

AAA/AAA
NA

1.55 0.16
380146AC4 GMCAR 2022-1 A3 1.26
11/16/2026 37,277.11 01/11/20221.27%
37,273.87
37,276.11

99.36 4.62%
37,038.73

19.57 0.04%
(237.39)
NA/AAA
AAA

1.71 0.19
47800BAC2 JDOT 2022-C A3 5.09
06/15/2027 349,168.00 10/12/20223.29%
349,140.91
349,156.00
100.34

4.43%
350,370.32
789.90

0.37%
1,214.32
AAA/NA
AAA

2.29 0.48
36269WAD1 GMALT 2024-2 A3 5.39
07/20/2027 330,000.00 05/07/20245.85%
329,980.83
329,985.61
101.18

4.39%
333,883.57
543.49

0.35%
3,897.97
NA/AAA
AAA

2.39 1.10
58770JAD6 MBALT 2024-A A3 5.32
01/18/2028 240,000.00 05/17/20245.73%
239,971.92
239,977.85
101.37

4.40%
243,285.58
567.47

0.26%
3,307.72
AAA/NA
AAA

2.89 1.38
161571HT4 CHAIT 2023-1 A 5.16 09/15/2028 965,000.00 09/07/2023

5.17%
964,732.50
964,810.54
101.34

4.29%
977,934.86
2,213.07

1.03%
13,124.32
NA/AAA
AAA

3.55 1.44
437930AC4 HAROT 2024-2 A3 5.27
11/20/2028 310,000.00 05/14/2024

5.27%
309,962.33
309,968.84
101.37

4.38%
314,258.53
589.95

0.33%
4,289.69
NA/AAA
AAA

3.73 1.44
096919AD7 BMWOT 2024-A A3 5.18
02/26/2029 410,000.00 06/04/20245.24%
409,937.72
409,947.24
101.21

4.38%
414,946.40
353.97

0.44%
4,999.17

AAA/AAA
NA

4.00 1.40
47786WAD2 JDOT 2024-B A3 5.2 03/15/2029 465,000.00 06/11/2024

5.26%
464,909.09
464,922.53
101.70

4.12%
472,923.41
1,074.67

0.50%
8,000.88
AAA/NA
AAA

4.04 1.49
43813YAC6 HAROT 2024-3 A3 4.57
03/21/2029 575,000.00 08/09/20244.68%
574,909.67
574,920.04
100.45

4.34%
577,583.65
729.93

0.61%
2,663.61
AAA/NA
AAA

4.06 1.63
02582JKH2 AMXCA 2024-1 A 5.23
04/16/2029 720,000.00 04/16/20245.30%
719,852.40
719,877.72
101.97

4.29%
734,201.35
1,673.60

0.77%
14,323.64
NA/AAA
AAA

4.13 1.96
05522RDJ4 BACCT 2024-1 A 4.93
05/15/2029 460,000.00 06/06/20244.93%
459,974.19
459,978.02
101.44

4.28%
466,610.25
1,007.91

0.49%
6,632.23

AAA/AAA
NA

HOLDINGS REPORT
Cusip Security Description Par Value/
Units
Purchase Date
Purchase Yield
Cost Value
Book Value
Mkt Price
Mkt YTM
Market Value
Accrued Int.
% of Port.

Gain/Loss
Moody's/
S&P/
Fitch
Maturity
Duration
89240JAD3 TAOT 25A A3 4.64 08/15/2029 565,000.00 01/22/2025

4.69%
564,977.34
564,977.76
100.81

4.31%
569,548.98
1,165.16

0.60%
4,571.22
AAA/NA
AAA

4.46 2.13
92970QAE5 WFCIT 2024-2 A 4.29
10/15/2029 515,000.00 10/17/20244.58%
514,923.47
514,928.86
100.09

4.29%
515,440.17
981.93

0.54%
511.31

AAA/AAA
NA

4.63 2.42
362955AD8 GMCAR 2025-1 A3 4.62
12/17/2029 375,000.00 01/09/20254.67%
374,972.14
374,972.84
100.69

4.13%
377,604.15
721.88

0.40%
2,631.31
AAA/NA
AAA

4.80 1.29
58773DAD6 MBART 2025-1 A3 4.78
12/17/2029 545,000.00 01/14/20254.94%
544,884.08
544,886.48
101.10

4.34%
550,991.78
1,157.82

0.58%
6,105.31
AAA/NA
AAA

4.80 2.25
Total ABS 7,082,157.56 4.84%
7,081,088.49
7,081,292.74
101.05

4.32%
7,156,158.14
13,713.53

7.54%
74,865.40

3.85 1.62
AGENCY
3135G05X7 FEDERAL NATIONAL MORTGAGE
ASSOCIATION 0.375 08/25/2025 1,400,000.00 --0.45%
1,394,913.33
1,399,469.97

98.14 4.36%
1,373,907.11

87.50 1.45%
(25,562.87)
AAA/AA
AA

0.49 0.47
3137EAEX3

FEDERAL HOME LOAN
MORTGAGE CORP 0.375
09/23/2025
1,805,000.00 --

0.44%
1,799,651.55
1,804,384.98

97.85 4.34%
1,766,124.98
2,970.73

1.86%
(38,260.01)
AAA/AA
AA

0.57 0.54
3135G06G3 FEDERAL NATIONAL MORTGAGE
ASSOCIATION 0.5 11/07/2025 1,825,000.00 --0.57%
1,819,098.50
1,824,186.16

97.53 4.24%
1,779,897.84
2,889.58

1.88%
(44,288.31)
AAA/AA
AA

0.69 0.66
3133EPGW9

FEDERAL FARM CREDIT
BANKS FUNDING CORP 3.875
04/25/2028
1,250,000.00 05/05/2023

3.55%
1,268,125.00
1,261,500.48

99.47 4.05%
1,243,407.81
16,953.13

1.31%
(18,092.67)
AAA/AA
AA

3.16 2.89
3133EPME2

FEDERAL FARM CREDIT
BANKS FUNDING CORP 3.875
06/08/2028
850,000.00 06/07/2023

3.96%
846,634.00
847,798.37

99.43 4.06%
845,196.48
7,593.92

0.89%
(2,601.89)
AAA/AA
AA

3.28 3.01
3130AWTR1 FEDERAL HOME LOAN BANKS

4.375 09/08/2028 2,000,000.00 09/08/2023

4.43%
1,994,580.00
1,996,175.69
101.22

4.00%
2,024,417.62
42,048.61

2.13%
28,241.93
AAA/AA
AA

3.53 3.17
Total Agency 9,130,000.00 2.12%
9,123,002.38
9,133,515.66

98.96 4.18%
9,032,951.84
72,543.47

9.52%
(100,563.82)

1.85 1.70

AGENCY CMBS
3137BNGT5 FHMS K-054 A2 2.745
01/25/2026 943,591.55 10/29/20211.22%
998,658.97
954,677.49

98.54 4.38%
929,798.69
2,158.47

0.98%
(24,878.80)
AAA/AA
AAA

0.91 0.79
3137BQYS0 FHMS K-056 A2 2.525
05/25/2026 570,000.00 01/31/20221.73%
587,189.06
574,730.32

97.97 4.32%
558,422.16
1,199.38

0.59%
(16,308.16)
AAA/AA
AAA

HOLDINGS REPORT
Cusip Security Description Par Value/
Units
Purchase Date
Purchase Yield
Cost Value
Book Value
Mkt Price
Mkt YTM
Market Value
Accrued Int.
% of Port.

Gain/Loss
Moody's/
S&P/
Fitch
Maturity
Duration
3137BXQY1 FHMS K-064 A2 3.224
03/25/2027 1,000,000.00 05/06/20223.23%
997,929.69
999,138.84

97.97 4.26%
979,715.20
2,686.67

1.03%
(19,423.64)

AAA/AAA
AA

2.07 1.80
3137FCLD4 FHMS K-071 A2 3.286
11/25/2027 2,000,000.00 04/11/20234.08%
1,932,500.00
1,960,401.62

97.40 4.27%
1,947,912.40
5,476.67

2.05%
(12,489.22)
AAA/AA
AAA

2.74 2.52
3137FETN0 FHMS K-073 A2 3.35 01/25/2028 1,500,000.00 03/27/2023

4.07%
1,452,187.50
1,471,499.57

97.48 4.26%
1,462,246.80
4,187.50

1.54%
(9,252.77)
AAA/AA
AAA

2.91 2.61
3137FEZU7 FHMS K-076 A2 3.9 04/25/2028 1,200,000.00 04/20/2023

4.12%
1,187,062.50
1,191,913.17

98.85 4.25%
1,186,232.40
3,900.00

1.25%
(5,680.77)
AAA/AA
AAA

3.16 2.82
3137FGR31 FHMS K-078 A2 3.854
06/25/2028 1,300,000.00 09/18/20234.94%
1,240,890.63
1,259,054.27

98.65 4.26%
1,282,426.60
4,175.17

1.35%
23,372.33
AAA/AA
AAA

3.32 2.93
3137FJKE8 FHMS K-082 A2 3.92 09/25/2028 600,000.00 11/28/2023

4.74%
578,718.75
584,308.76

98.74 4.27%
592,421.82
1,960.00

0.62%
8,113.06
AAA/AA
AAA

3.57 3.20
3137H5YC5 FHMS K-748 A2 2.26 01/25/2029 1,500,000.00 03/25/2024

4.61%
1,350,820.31
1,379,798.89

92.73 4.33%
1,390,941.90
2,825.00

1.47%
11,143.01
AAA/AA
AAA

3.91 3.57
3137FLMV3 FHMS K-090 A2 3.422
02/25/2029 1,000,000.00 07/29/20244.46%
957,070.31
962,648.30

96.79 4.29%
967,891.60
2,851.67

1.02%
5,243.30

AAA/AAA
AA

3.99 3.59
Total Agency
CMBS 11,613,591.55 3.89%
11,283,027.72
11,338,171.24

97.32 4.28%
11,298,009.57
31,420.51

11.91%
(40,161.66)

2.88 2.59
CASH
CCYUSD Receivable 557.10 --

0.00%
557.10
557.10

1.00 0.00%
557.10

0.00 0.00%

0.00 AAA/AAA
AAA

0.00 0.00
Total Cash 557.10 0.00%
557.10
557.10

1.00 0.00%
557.10

0.00 0.00%

0.00 0.00

0.00 CORPORATE
023135BX3 AMAZON.COM INC 1.0
05/12/2026 1,455,000.00 05/10/20211.09%
1,448,714.40
1,453,495.72

96.38 4.14%
1,402,395.29
4,405.42

1.48%
(51,100.44)
A/AA
AA

1.20 1.16
91324PEC2 UNITEDHEALTH GROUP INC 1.15
05/15/2026 240,000.00 --1.08%
240,776.80
240,180.58

96.30 4.34%
231,131.58
812.67

0.24%
(9,049.00)
A/A
A

1.21 1.17
89236TJK2 TOYOTA MOTOR CREDIT CORP

1.125 06/18/2026 995,000.00 06/15/20211.13%
994,562.20
994,886.35

96.13 4.24%
956,464.59
2,269.84

1.01%
(38,421.77)
A/A
A

1.30 1.26
037833DN7 APPLE INC 2.05 09/11/2026 450,000.00 12/02/2021

1.49%
461,178.00
453,310.76

96.91 4.17%
436,082.11
4,356.25

0.46%
(17,228.65)
AAA/AA
NA

1.53 1.46
06368FAC3 BANK OF MONTREAL 1.25
09/15/2026 500,000.00 09/13/20211.27%
499,395.00
499,813.47

95.37 4.40%
476,869.26
2,881.94

0.50%
(22,944.21)
A/A
AA

HOLDINGS REPORT
Cusip Security Description Par Value/
Units
Purchase Date
Purchase Yield
Cost Value
Book Value
Mkt Price
Mkt YTM
Market Value
Accrued Int.
% of Port.

Gain/Loss
Moody's/
S&P/
Fitch
Maturity
Duration
931142ER0 WALMART INC 1.05 09/17/2026 235,000.00 09/08/2021

1.09%
234,555.85
234,862.57

95.42 4.15%
224,230.66
1,124.08

0.24%
(10,631.92)
AA/AA
AA

1.55 1.49
26442CAS3 DUKE ENERGY CAROLINAS LLC

2.95 12/01/2026 850,000.00 01/13/20221.82%
892,644.50
863,877.79

97.81 4.26%
831,414.21
6,268.75

0.88%
(32,463.57)
AA/A
NA

1.76 1.67
87612EBM7 TARGET CORP 1.95 01/15/2027 535,000.00 01/19/2022

1.99%
534,090.50
534,657.12

95.99 4.21%
513,542.61
1,333.04

0.54%
(21,114.52)
A/A
A

1.88 1.80
808513BY0 CHARLES SCHWAB CORP 2.45
03/03/2027 750,000.00 03/09/20222.73%
740,115.00
746,019.90

96.25 4.43%
721,911.86
9,085.42

0.76%
(24,108.05)
A/A
A

2.01 1.92
084664CZ2 BERKSHIRE HATHAWAY FINANCE
CORP 2.3 03/15/2027 1,080,000.00 03/07/2022

2.30%
1,079,794.80
1,079,916.39

96.51 4.11%
1,042,254.96
11,454.00

1.10%
(37,661.43)
AA/AA
A

2.04 1.94
665859AW4 NORTHERN TRUST CORP 4.0
05/10/2027 430,000.00 05/05/20224.03%
429,303.40
429,694.81

99.47 4.25%
427,738.38
5,303.33

0.45%
(1,956.42)
A/A
A

2.19 2.05
91324PEG3 UNITEDHEALTH GROUP INC 3.7
05/15/2027 430,000.00 05/17/20223.69%
430,200.10
430,086.43

98.52 4.41%
423,632.22
4,684.61

0.45%
(6,454.21)
A/A
A

2.21 2.06
22160KAM7 COSTCO WHOLESALE CORP 3.0
05/18/2027 600,000.00 07/15/20223.52%
586,074.00
593,621.20

97.62 4.13%
585,746.54
5,150.00

0.62%
(7,874.66)
AA/AA
NA

2.22 2.09
89115A2C5 TORONTO-DOMINION BANK

4.108 06/08/2027 1,100,000.00 08/26/20224.18%
1,096,315.00
1,098,247.35

99.16 4.50%
1,090,753.21
10,418.34

1.15%
(7,494.14)
A/A
NA

2.27 2.12
57636QAW4 MASTERCARD INC 4.875
03/09/2028 595,000.00 03/06/20234.90%
594,422.85
594,651.25
101.76

4.25%
605,466.60
13,858.54

0.64%
10,815.35
AA/A
NA

3.03 2.65
61747YER2 MORGAN STANLEY 4.21
04/20/2028 750,000.00 05/19/20235.25%
722,677.50
735,075.95

99.06 5.08%
742,936.79
11,489.79

0.78%
7,860.85
A/A
A

3.14 1.98
74340XCG4 PROLOGIS LP 4.875 06/15/2028 575,000.00 09/08/2023

5.17%
567,824.00
570,037.08
101.31

4.44%
582,510.55
5,917.71

0.61%
12,473.47
A/A
NA

3.30 2.91
24422EXB0 JOHN DEERE CAPITAL CORP 4.95
07/14/2028 935,000.00 07/11/2023

4.96%
934,767.55
934,843.38
101.99

4.31%
953,567.83
6,042.44

1.01%
18,724.45
A/A
A

3.38 3.06
78016HZS2 ROYAL BANK OF CANADA 5.2
08/01/2028 650,000.00 12/06/20235.08%
653,224.00
652,371.48
102.16

4.51%
664,015.03
2,816.67

0.70%
11,643.55
A/A
AA

3.42 3.09
74456QBX3 PUBLIC SERVICE ELECTRIC AND
GAS CO 3.65 09/01/2028 1,200,000.00 10/04/20235.48%
1,106,748.00
1,133,391.43

97.40 4.46%
1,168,789.54
21,900.00

1.23%
35,398.11
A/A
NA

3.51 3.24
74340XBX8 PROLOGIS LP 4.0 09/15/2028 500,000.00 12/06/2023

4.91%
480,850.00
485,783.08

98.34 4.51%
491,723.54
9,222.22

0.52%
5,940.46
A/A
NA

3.55 3.19
756109BS2 REALTY INCOME CORP 4.7
12/15/2028 1,000,000.00 12/12/20235.16%
979,800.60
984,687.37
100.34

4.60%
1,003,363.61
9,922.22

1.06%
18,676.24
A/A
NA

3.80 3.33
91324PDP4 UNITEDHEALTH GROUP INC

3.875 12/15/2028 650,000.00 12/12/20234.77%
624,364.00
630,566.03

97.86 4.49%
636,098.34
5,317.36

0.67%
5,532.31
A/A
A

HOLDINGS REPORT
Cusip Security Description Par Value/
Units
Purchase Date
Purchase Yield
Cost Value
Book Value
Mkt Price
Mkt YTM
Market Value
Accrued Int.
% of Port.

Gain/Loss
Moody's/
S&P/
Fitch
Maturity
Duration
46647PAM8 JPMORGAN CHASE & CO 3.509
01/23/2029 1,000,000.00 01/19/20245.14%
941,600.00
957,708.97

97.06 4.84%
970,587.39
3,703.94

1.02%
12,878.42
A/A
AA

3.90 2.70
17275RBR2 CISCO SYSTEMS INC 4.85
02/26/2029 490,000.00 02/21/20244.86%
489,828.50
489,863.14
101.44

4.45%
497,058.46
330.07

0.52%
7,195.33
A/AA
NA

4.00 3.52
14913UAJ9 CATERPILLAR FINANCIAL
SERVICES CORP 4.85 02/27/2029 1,000,000.00 03/18/20244.84% 1,000,490.00
1,000,396.07
101.44

4.45%
1,014,388.11
538.89

1.07%
13,992.04
A/A
A

4.00 3.59
89236TMF9 TOYOTA MOTOR CREDIT CORP

5.05 05/16/2029 500,000.00 05/21/20245.00%
501,040.00
500,878.77
101.92

4.54%
509,578.20
7,364.58

0.54%
8,699.43
A/A
A

4.21 3.71
24422EXT1 JOHN DEERE CAPITAL CORP 4.85
06/11/2029 500,000.00 06/07/2024

5.04%
495,890.00
496,481.97
101.57

4.44%
507,871.59
5,388.89

0.54%
11,389.62
A/A
A

4.28 3.79
341081GT8 FLORIDA POWER & LIGHT CO

5.15 06/15/2029 1,000,000.00 06/13/20244.82%
1,013,864.64
1,011,843.53
102.50

4.50%
1,024,975.35
10,872.22

1.08%
13,131.82
AA/A
AA

4.29 3.65
437076DC3 HOME DEPOT INC 4.75
06/25/2029 950,000.00 06/17/20244.88%
944,586.45
945,324.66
101.07

4.47%
960,157.98
8,272.92

1.01%
14,833.32
A/A
A

4.32 3.76
713448FX1 PEPSICO INC 4.5 07/17/2029 830,000.00 07/15/2024

4.53%
828,713.50
828,873.43
100.88

4.28%
837,297.36
4,565.00

0.88%
8,423.93
A/A
NA

4.38 3.85
30303M8S4 META PLATFORMS INC 4.3
08/15/2029 532,000.00 08/12/20244.33%
531,174.03
531,263.59

99.82 4.34%
531,062.04
1,016.71

0.56%
(201.56)
AA/AA
NA

4.46 4.00
171239AL0 CHUBB INA HOLDINGS LLC 4.65
08/15/2029 505,000.00 08/12/20244.52%
507,853.00
507,538.30
100.60

4.50%
508,010.90
1,043.67

0.54%
472.60
A/A
A

4.46 3.91
69371RT48 PACCAR FINANCIAL CORP 4.0
09/26/2029 1,100,000.00 --4.02%
1,099,159.70
1,099,231.49

98.26 4.43%
1,080,829.87
18,944.44

1.14%
(18,401.62)
A/A
NA

4.57 4.05
63743HFX5

NATIONAL RURAL UTILITIES

COOPERATIVE FINANCE CORP

4.95 02/07/2030
720,000.00 02/04/2025

4.98%
718,898.40
718,911.67
101.25

4.66%
728,967.75
2,376.00

0.77%
10,056.08
A/NA
A

4.94 4.26
Total Corporate 25,632,000.00 3.92%
25,405,496.27
25,462,393.08

99.08 4.42%
25,383,424.29
220,451.99

26.75%
(78,968.79)

3.14 2.77

MONEY MARKET
FUND
316175884 FIDELITY IMM:TRS III 406,798.71 --

3.98%
406,798.71
406,798.71

1.00 3.97%
406,798.71

0.00 0.43%

0.00 AAA/AAA
NA

0.00 0.00
Total Money
Market Fund 406,798.71 3.98%
406,798.71
406,798.71

1.00 3.97%
406,798.71

0.00 0.43%

0.00 0.00

HOLDINGS REPORT
Cusip Security Description Par Value/
Units
Purchase Date
Purchase Yield
Cost Value
Book Value
Mkt Price
Mkt YTM
Market Value
Accrued Int.
% of Port.

Gain/Loss
Moody's/
S&P/
Fitch
Maturity
Duration

MUNICIPAL
BONDS
13063EGT7 CALIFORNIA STATE 4.5
08/01/2029 965,000.00 10/30/20244.37%
970,085.55
969,744.55
100.95

4.26%
974,139.52
3,618.75

1.03%
4,394.96
AA/AA
AA

4.42 3.95
Total Municipal
Bonds 965,000.00 4.37%
970,085.55
969,744.55
100.95

4.26%
974,139.52
3,618.75

1.03%
4,394.96

4.42 3.95

SUPRANATIONAL
459058JL8

INTERNATIONAL BANK FOR

RECONSTRUCTION AND
DEVELOPM 0.5 10/28/2025
945,000.00 --

0.54%
943,389.35
944,781.29

97.56 4.33%
921,939.94
1,614.38

0.97%
(22,841.35)

AAA/AAA
NA

0.66 0.64
4581X0DV7

INTER-AMERICAN
DEVELOPMENT BANK 0.875
04/20/2026
1,915,000.00 04/13/2021

0.97%
1,906,229.30
1,913,006.66

96.45 4.12%
1,847,006.62
6,097.41

1.95%
(66,000.04)

AAA/AAA
NA

1.14 1.10
459058LN1

INTERNATIONAL BANK FOR

RECONSTRUCTION AND
DEVELOPM 3.875 10/16/2029
1,000,000.00 12/12/2024

4.25%
983,720.00
984,438.24

99.03 4.11%
990,287.20
14,531.25

1.04%
5,848.96

AAA/AAA
NA

4.63 4.13
Total
Supranational 3,860,000.00 1.73%
3,833,338.65
3,842,226.19

97.40 4.17%
3,759,233.76
22,243.04

3.96%
(82,992.42)

1.94 1.78

US TREASURY
91282CAM3 UNITED STATES TREASURY 0.25
09/30/2025 1,600,000.00 02/19/20214.26%
1,580,937.50
1,597,584.59

97.73 4.27%
1,563,724.99
1,670.33

1.65%
(33,859.59)
AAA/AA
AA

0.59 0.56
91282CAT8 UNITED STATES TREASURY 0.25
10/31/2025 1,900,000.00 02/11/20210.42%
1,885,156.25
1,897,896.71

97.42 4.25%
1,851,015.63
1,587.71

1.95%
(46,881.08)
AAA/AA
AA

0.67 0.65
91282CAZ4 UNITED STATES TREASURY 0.375
11/30/2025 1,350,000.00 03/26/20210.76%
1,325,794.92
1,346,114.71

97.21 4.22%
1,312,347.66
1,265.63

1.38%
(33,767.05)
AAA/AA
AA

0.75 0.73
91282CCW9 UNITED STATES TREASURY 0.75
08/31/2026 480,000.00 09/17/20210.86%
477,393.75
479,209.18

95.27 4.05%
457,293.75

9.78 0.48%
(21,915.43)
AAA/AA
AA

1.50 1.46
91282CCZ2 UNITED STATES TREASURY 0.875
09/30/2026 2,820,000.00 --

1.08%
2,791,946.88
2,811,046.67

95.21 4.04%
2,685,058.60
10,303.85

2.83%
(125,988.07)
AAA/AA
AA

1.59 1.53
91282CEW7 UNITED STATES TREASURY 3.25
06/30/2027 2,250,000.00 --3.12%
2,263,417.97
2,256,312.81

98.43 3.96%
2,214,580.50
12,120.17

2.33%
(41,732.31)
AAA/AA
AA

2.33 2.21
91282CFB2 UNITED STATES TREASURY 2.75
07/31/2027 600,000.00 08/22/20223.12%
589,828.13
595,024.08

97.20 3.98%
583,171.87
1,321.82

0.61%
(11,852.20)
AAA/AA
AA

HOLDINGS REPORT
Cusip Security Description Par Value/
Units
Purchase Date
Purchase Yield
Cost Value
Book Value
Mkt Price
Mkt YTM
Market Value
Accrued Int.
% of Port.

Gain/Loss
Moody's/
S&P/
Fitch
Maturity
Duration
91282CFH9 UNITED STATES TREASURY 3.125
08/31/2027 1,950,000.00 --3.41%
1,925,095.70
1,937,454.61

97.98 3.98%
1,910,695.31
165.59

2.01%
(26,759.30)
AAA/AA
AA

2.50 2.37
91282CGC9 UNITED STATES TREASURY 3.875
12/31/2027 700,000.00 03/14/20233.91%
698,878.91
699,337.34

99.75 3.97%
698,250.00
4,495.86

0.74%
(1,087.34)
AAA/AA
AA

2.84 2.64
91282CGH8 UNITED STATES TREASURY 3.5
01/31/2028 2,500,000.00 02/16/20234.05%
2,438,378.91
2,463,688.18

98.70 3.98%
2,467,480.48
7,009.67

2.60%
3,792.30
AAA/AA
AA

2.92 2.73
91282CGP0 UNITED STATES TREASURY 4.0
02/29/2028 2,500,000.00 --4.07%
2,491,714.85
2,495,064.17
100.06

3.98%
2,501,464.85
271.74

2.64%
6,400.68
AAA/AA
AA

3.00 2.79
91282CHE4 UNITED STATES TREASURY 3.625
05/31/2028 2,425,000.00 --

4.03%
2,381,062.51
2,395,984.23

98.91 3.98%
2,398,666.00
21,976.56

2.53%
2,681.77
AAA/AA
AA

3.25 3.00
91282CHX2 UNITED STATES TREASURY 4.375
08/31/2028 400,000.00 09/25/20234.62%
395,781.25
397,004.01
101.24

3.99%
404,953.12

47.55 0.43%
7,949.12
AAA/AA
AA

3.51 3.21
91282CJF9 UNITED STATES TREASURY 4.875
10/31/2028 600,000.00 10/27/20234.79%
602,273.44
601,667.44
102.95

4.00%
617,718.75
9,776.93

0.65%
16,051.31
AAA/AA
AA

3.67 3.28
91282CJN2 UNITED STATES TREASURY 4.375
11/30/2028 625,000.00 12/28/20233.83%
640,234.38
636,607.95
101.29

4.00%
633,081.06
6,835.94

0.67%
(3,526.90)
AAA/AA
AA

3.76 3.39
91282CJR3 UNITED STATES TREASURY 3.75
12/31/2028 2,100,000.00 --3.98%
2,078,330.08
2,083,289.52

99.11 4.00%
2,081,214.85
13,052.49

2.19%
(2,074.68)
AAA/AA
AA

3.84 3.51
91282CJW2 UNITED STATES TREASURY 4.0
01/31/2029 1,500,000.00 02/16/20244.31%
1,479,375.00
1,483,646.18

99.99 4.00%
1,499,882.82
4,806.63

1.58%
16,236.64
AAA/AA
AA

3.93 3.58
91282CKG5 UNITED STATES TREASURY 4.125
03/31/2029 2,300,000.00 --4.47%
2,264,699.22
2,270,919.39
100.44

4.01%
2,310,062.50
39,618.13

2.43%
39,143.11
AAA/AA
AA

4.08 3.66
91282CKP5 UNITED STATES TREASURY 4.625
04/30/2029 2,150,000.00 --4.47%
2,164,254.89
2,161,937.27
102.35

4.01%
2,200,474.60
33,237.40

2.32%
38,537.33
AAA/AA
AA

4.17 3.71
91282CKX8 UNITED STATES TREASURY 4.25
06/30/2029 1,000,000.00 07/18/20244.09%
1,007,070.31
1,006,189.94
100.94

4.01%
1,009,414.06
7,044.20

1.06%
3,224.12
AAA/AA
AA

4.33 3.90
91282CLK5 UNITED STATES TREASURY 3.625
08/31/2029 2,000,000.00 09/11/20243.45%
2,015,703.13
2,014,239.35

98.45 4.00%
1,969,062.50
197.01

2.08%
(45,176.85)
AAA/AA
AA

4.50 4.10
91282CLN9 UNITED STATES TREASURY 3.5
09/30/2029 1,000,000.00 10/04/20243.76%
988,125.00
989,071.61

97.88 4.01%
978,750.00
14,615.38

1.03%
(10,321.61)
AAA/AA
AA

4.59 4.12
91282CMA6 UNITED STATES TREASURY 4.125
11/30/2029 1,500,000.00 12/16/20244.25%
1,491,386.72
1,491,739.06
100.52

4.00%
1,507,734.38
15,468.75

1.59%
15,995.32
AAA/AA
AA

4.75 4.23
91282CMG3 UNITED STATES TREASURY 4.25
01/31/2030 1,000,000.00 02/13/20254.41%
992,968.75
993,026.96
101.05

4.01%
1,010,468.75
3,404.70

1.07%
17,441.79
AAA/AA
AA

4.92 4.39
Total US Treasury 37,250,000.00 3.45%
36,969,808.45
37,104,055.95

99.00 4.03%
36,866,567.03
210,303.81

38.86%
(237,488.91)

HOLDINGS REPORT
Cusip Security Description Par Value/
Units
Purchase Date
Purchase Yield
Cost Value
Book Value
Mkt Price
Mkt YTM
Market Value
Accrued Int.
% of Port.

Gain/Loss
Moody's/
S&P/
Fitch
Maturity
Duration
Total Portfolio 95,940,104.92 3.55%
95,073,203.32
95,338,755.21

98.51 4.21%
94,877,839.96
574,295.09
100.00%
(460,915.25)

TRANSACTION LEDGER
Transaction Type Settlement
Date CUSIP Quantity Security Description Price Acq/DispYield Amount Interest Pur/Sold Total Amount Gain/Loss

ACQUISITIONS
Purchase 02/03/2025 316175884 27,273.75 FIDELITY IMM:TRS III 1.000 4.00% (27,273.75) 0.00 (27,273.75) 0.00 Purchase 02/04/2025 316175884 1,167.43 FIDELITY IMM:TRS III 1.000 4.02% (1,167.43) 0.00 (1,167.43) 0.00 Purchase 02/06/2025 316175884 491,128.13 FIDELITY IMM:TRS III 1.000 4.02% (491,128.13) 0.00 (491,128.13) 0.00 Purchase 02/07/2025 63743HFX5 720,000.00

NATIONAL RURAL

UTILITIES COOPERATIVE
FINANCE CORP 4.95
02/07/2030

99.847 4.98% (718,898.40) 0.00 (718,898.40) 0.00
Purchase 02/14/2025 91282CMG3 1,000,000.00 UNITED STATES TREASURY

4.25 01/31/2030 99.297 4.41% (992,968.75) (1,643.65) (994,612.40) 0.00 Purchase 02/18/2025 316175884 112,465.11 FIDELITY IMM:TRS III 1.000 3.99% (112,465.11) 0.00 (112,465.11) 0.00 Purchase 02/18/2025 316175884 46,308.85 FIDELITY IMM:TRS III 1.000 3.99% (46,308.85) 0.00 (46,308.85) 0.00 Purchase 02/20/2025 316175884 1,482.25 FIDELITY IMM:TRS III 1.000 3.99% (1,482.25) 0.00 (1,482.25) 0.00 Purchase 02/21/2025 316175884 10,952.19 FIDELITY IMM:TRS III 1.000 3.98% (10,952.19) 0.00 (10,952.19) 0.00 Purchase 02/21/2025 316175884 2,216.79 FIDELITY IMM:TRS III 1.000 3.98% (2,216.79) 0.00 (2,216.79) 0.00 Purchase 02/25/2025 316175884 1,764.95 FIDELITY IMM:TRS III 1.000 3.98% (1,764.95) 0.00 (1,764.95) 0.00 Purchase 02/25/2025 316175884 35,819.39 FIDELITY IMM:TRS III 1.000 3.98% (35,819.39) 0.00 (35,819.39) 0.00 Purchase 02/26/2025 316175884 11,882.50 FIDELITY IMM:TRS III 1.000 3.98% (11,882.50) 0.00 (11,882.50) 0.00 Purchase 02/27/2025 316175884 24,250.00 FIDELITY IMM:TRS III 1.000 3.98% (24,250.00) 0.00 (24,250.00) 0.00 Purchase 02/28/2025 316175884 127,268.75 FIDELITY IMM:TRS III 1.000 3.98% (127,268.75) 0.00 (127,268.75) 0.00 Total Purchase 2,613,980.09 (2,605,847.24) (1,643.65) (2,607,490.89) 0.00 TOTAL
ACQUISITIONS 2,613,980.09 (2,605,847.24) (1,643.65) (2,607,490.89) 0.00

DISPOSITIONS
Sale 02/06/2025 3137EAEU9 (500,000.00)

FEDERAL HOME LOAN
MORTGAGE CORP 0.375
07/21/2025

98.210 0.48% 491,050.00 (78.13) 491,128.13 (8,787.38)
Sale 02/07/2025 316175884 (718,898.40) FIDELITY IMM:TRS III 1.000 4.00% 718,898.40 0.00 718,898.40 0.00 Sale 02/14/2025 3137EAEU9 (600,000.00)

FEDERAL HOME LOAN
MORTGAGE CORP 0.375
07/21/2025

TRANSACTION LEDGER
Transaction Type Settlement
Date CUSIP Quantity Security Description Price Acq/DispYield Amount Interest Pur/Sold Total Amount Gain/Loss Sale 02/14/2025 3135G05X7 (400,000.00)

FEDERAL NATIONAL

MORTGAGE ASSOCIATION

0.375 08/25/2025

97.915 0.51% 391,660.00 (704.17) 392,364.17 (8,175.73)
Sale 02/14/2025 316175884 (12,238.48) FIDELITY IMM:TRS III 1.000 3.99% 12,238.48 0.00 12,238.48 0.00 Total Sale (2,231,136.88) 2,203,712.88 (926.05) 2,204,638.93 (26,911.43) TOTAL
DISPOSITIONS (2,231,136.88) 2,203,712.88 (926.05) 2,204,638.93 (26,911.43) OTHER

TRANSACTIONS
Coupon 02/01/2025 3137BNGT5 0.00 FHMS K-054 A2 2.745
01/25/2026 1.12% 2,162.50 0.00 2,162.50 0.00
Coupon 02/01/2025 3137BQYS0 0.00 FHMS K-056 A2 2.525
05/25/2026 1.63% 1,199.38 0.00 1,199.38 0.00
Coupon 02/01/2025 3137BXQY1 0.00 FHMS K-064 A2 3.224
03/25/2027 3.18% 2,686.67 0.00 2,686.67 0.00
Coupon 02/01/2025 3137FCLD4 0.00 FHMS K-071 A2 3.286
11/25/2027 4.01% 5,476.67 0.00 5,476.67 0.00
Coupon 02/01/2025 3137FETN0 0.00 FHMS K-073 A2 3.35
01/25/2028 4.02% 4,187.50 0.00 4,187.50 0.00
Coupon 02/01/2025 3137FEZU7 0.00 FHMS K-076 A2 3.9
04/25/2028 4.08% 3,900.00 0.00 3,900.00 0.00
Coupon 02/01/2025 13063EGT7 0.00 CALIFORNIA STATE 4.5
08/01/2029 4.38% 10,373.75 0.00 10,373.75 0.00
Coupon 02/01/2025 3137FLMV3 0.00 FHMS K-090 A2 3.422
02/25/2029 4.44% 2,851.67 0.00 2,851.67 0.00
Coupon 02/01/2025 3137H5YC5 0.00 FHMS K-748 A2 2.26
01/25/2029 4.55% 2,825.00 0.00 2,825.00 0.00
Coupon 02/01/2025 3137FJKE8 0.00 FHMS K-082 A2 3.92
09/25/2028 4.70% 1,960.00 0.00 1,960.00 0.00
Coupon 02/01/2025 3137FGR31 0.00 FHMS K-078 A2 3.854
06/25/2028 4.89% 4,175.17 0.00 4,175.17 0.00
Coupon 02/01/2025 78016HZS2 0.00 ROYAL BANK OF CANADA

TRANSACTION LEDGER
Transaction Type Settlement
Date CUSIP Quantity Security Description Price Acq/DispYield Amount Interest Pur/Sold Total Amount Gain/Loss Coupon 02/15/2025 47789QAC4 0.00 JDOT 2021-B A3 0.52
03/16/2026 0.54% 15.75 0.00 15.75 0.00
Coupon 02/15/2025 89238JAC9 0.00 TAOT 2021-D A3 0.71
04/15/2026 0.71% 22.03 0.00 22.03 0.00
Coupon 02/15/2025 44935FAD6 0.00 HART 2021-C A3 0.74
05/15/2026 0.81% 8.52 0.00 8.52 0.00
Coupon 02/15/2025 43815BAC4 0.00 HAROT 2022-1 A3 1.88
05/15/2026 1.90% 209.34 0.00 209.34 0.00
Coupon 02/15/2025 92970QAE5 0.00 WFCIT 2024-2 A 4.29
10/15/2029 4.33% 1,841.13 0.00 1,841.13 0.00
Coupon 02/15/2025 30303M8S4 0.00 META PLATFORMS INC

4.3 08/15/2029 4.33% 11,819.27 0.00 11,819.27 0.00
Coupon 02/15/2025 171239AL0 0.00 CHUBB INA HOLDINGS
LLC 4.65 08/15/2029 4.52% 12,719.69 0.00 12,719.69 0.00 Coupon 02/15/2025 89240JAD3 0.00 TAOT 25A A3 4.64
08/15/2029 4.69% 1,165.16 0.00 1,165.16 0.00
Coupon 02/15/2025 58773DAD6 0.00 MBART 2025-1 A3 4.78
12/17/2029 4.84% 1,592.01 0.00 1,592.01 0.00
Coupon 02/15/2025 05522RDJ4 0.00 BACCT 2024-1 A 4.93
05/15/2029 4.98% 1,889.83 0.00 1,889.83 0.00
Coupon 02/15/2025 47800BAC2 0.00 JDOT 2022-C A3 5.09
06/15/2027 5.15% 1,639.28 0.00 1,639.28 0.00
Coupon 02/15/2025 161571HT4 0.00 CHAIT 2023-1 A 5.16
09/15/2028 5.23% 4,149.50 0.00 4,149.50 0.00
Coupon 02/15/2025 47786WAD2 0.00 JDOT 2024-B A3 5.2
03/15/2029 5.27% 2,015.00 0.00 2,015.00 0.00
Coupon 02/15/2025 02582JKH2 0.00 AMXCA 2024-1 A 5.23
04/16/2029 5.30% 3,138.00 0.00 3,138.00 0.00
Coupon 02/15/2025 58770JAD6 0.00 MBALT 2024-A A3 5.32
01/18/2028 5.39% 1,064.00 0.00 1,064.00 0.00
Coupon 02/16/2025 362554AC1 0.00 GMCAR 2021-4 A3 0.68
09/16/2026 0.68% 23.20 0.00 23.20 0.00
Coupon 02/16/2025 380146AC4 0.00 GMCAR 2022-1 A3 1.26
11/16/2026 1.27% 47.59 0.00 47.59 0.00
ATTACHMENT A Page 27 of 181
City of Brea | Account #120 | As of February 28, 2025
Execution Time: 03/04/2025 01:34:13 PM Chandler Asset Management | [email protected] | www.chandlerasset.com | 800.317.4747

TRANSACTION LEDGER
Transaction Type Settlement
Date CUSIP Quantity Security Description Price Acq/DispYield Amount Interest Pur/Sold Total Amount Gain/Loss Coupon 02/16/2025 362955AD8 0.00 GMCAR 2025-1 A3 4.62
12/17/2029 4.67% 1,588.13 0.00 1,588.13 0.00
Coupon 02/18/2025 437930AC4 0.00 HAROT 2024-2 A3 5.27
11/20/2028 5.33% 1,361.42 0.00 1,361.42 0.00
Coupon 02/20/2025 36269WAD1 0.00 GMALT 2024-2 A3 5.39
07/20/2027 5.46% 1,482.25 0.00 1,482.25 0.00
Coupon 02/21/2025 43815GAC3 0.00 HAROT 2021-4 A3 0.88
01/21/2026 0.91% 27.00 0.00 27.00 0.00
Coupon 02/21/2025 43813YAC6 0.00 HAROT 2024-3 A3 4.57
03/21/2029 4.62% 2,189.79 0.00 2,189.79 0.00
Coupon 02/25/2025 3135G05X7 0.00

FEDERAL NATIONAL

MORTGAGE ASSOCIATION

0.375 08/25/2025

0.45% 2,625.00 0.00 2,625.00 0.00
Coupon 02/25/2025 096919AD7 0.00 BMWOT 2024-A A3 5.18
02/26/2029 5.24% 1,769.83 0.00 1,769.83 0.00
Coupon 02/26/2025 17275RBR2 0.00 CISCO SYSTEMS INC 4.85 02/26/2029 4.86% 11,882.50 0.00 11,882.50 0.00
Coupon 02/27/2025 14913UAJ9 0.00

CATERPILLAR FINANCIAL
SERVICES CORP 4.85
02/27/2029

4.84% 24,250.00 0.00 24,250.00 0.00
Coupon 02/28/2025 91282CCW9 0.00 UNITED STATES TREASURY

0.75 08/31/2026 0.86% 1,800.00 0.00 1,800.00 0.00
Coupon 02/28/2025 91282CFH9 0.00 UNITED STATES TREASURY

3.125 08/31/2027 3.41% 30,468.75 0.00 30,468.75 0.00
Coupon 02/28/2025 91282CLK5 0.00 UNITED STATES TREASURY

3.625 08/31/2029 3.45% 36,250.00 0.00 36,250.00 0.00
Coupon 02/28/2025 91282CGP0 0.00 UNITED STATES TREASURY

4.0 02/29/2028 4.07% 50,000.00 0.00 50,000.00 0.00
Coupon 02/28/2025 91282CHX2 0.00 UNITED STATES TREASURY

4.375 08/31/2028 4.62% 8,750.00 0.00 8,750.00 0.00
Total Coupon 0.00 276,502.28 0.00 276,502.28 0.00
Principal Paydown 02/01/2025 3137BNGT5 1,764.95 FHMS K-054 A2 2.745 01/25/2026 1.12% 1,764.95 -- 1,764.95 0.00
Principal Paydown 02/15/2025 47789QAC4 16,639.82 JDOT 2021-B A3 0.52 03/16/2026 0.54% 16,639.82 -- 16,639.82 0.00
ATTACHMENT A Page 28 of 181
City of Brea | Account #120 | As of February 28, 2025
Execution Time: 03/04/2025 01:34:13 PM Chandler Asset Management | [email protected] | www.chandlerasset.com | 800.317.4747

TRANSACTION LEDGER
Transaction Type Settlement
Date CUSIP Quantity Security Description Price Acq/DispYield Amount Interest Pur/Sold Total Amount Gain/Loss Principal Paydown 02/15/2025 89238JAC9 10,794.03 TAOT 2021-D A3 0.71 04/15/2026 0.71% 10,794.03 -- 10,794.03 0.00
Principal Paydown 02/15/2025 44935FAD6 9,231.56 HART 2021-C A3 0.74 05/15/2026 0.81% 9,231.56 -- 9,231.56 (0.00)
Principal Paydown 02/15/2025 43815BAC4 21,953.92 HAROT 2022-1 A3 1.88 05/15/2026 1.90% 21,953.92 -- 21,953.92 0.00
Principal Paydown 02/15/2025 47800BAC2 37,302.47 JDOT 2022-C A3 5.09 06/15/2027 5.15% 37,302.47 -- 37,302.47 0.00
Principal Paydown 02/16/2025 362554AC1 8,501.40 GMCAR 2021-4 A3 0.68 09/16/2026 0.68% 8,501.40 -- 8,501.40 0.00
Principal Paydown 02/16/2025 380146AC4 8,041.91 GMCAR 2022-1 A3 1.26 11/16/2026 1.27% 8,041.91 -- 8,041.91 0.01
Principal Paydown 02/21/2025 43815GAC3 10,952.19 HAROT 2021-4 A3 0.88 01/21/2026 0.91% 10,952.19 -- 10,952.19 0.00
Total Principal
Paydown 125,182.25 125,182.25 -- 125,182.25 0.01

TOTAL OTHER
TRANSACTIONS 125,182.25 401,684.53 0.00 401,684.53 0.01 ATTACHMENT A Page 29 of 181
City of Brea | Account #120 | As of February 28, 2025
Execution Time: 03/04/2025 01:34:13 PM Chandler Asset Management | [email protected] | www.chandlerasset.com | 800.317.4747

CASH & EQUIVALENTS
316175884 FIDELITY IMM:TRS III
406,798.71
243,955.50
893,980.09
(731,136.88)
406,798.71

0.00 1,167.43

0.00 0.00

0.00 1,167.43
1,167.43
CCYUSD Receivable
557.10
1,167.43

0.00 0.00
557.10

0.00 0.00

0.00 Total Cash & Equivalents 407,355.81
245,122.93
893,980.09
(731,136.88)
407,355.81

0.00 1,167.43

0.00 0.00

0.00 1,167.43 1,167.43

FIXED INCOME
023135BX3 AMAZON.COM INC 1.0
05/12/2026
05/10/2021
05/12/2021
1,455,000.00
1,453,399.34

0.00 0.00
1,453,495.72
3,192.92

0.00 4,405.42
1,212.50

96.38 0.00

96.38 1,308.88
1,308.88
02582JKH2 AMXCA 2024-1 A 5.23
04/16/2029
04/16/2024
04/23/2024
720,000.00
719,875.44

0.00 0.00
719,877.72
1,673.60
3,138.00
1,673.60
3,138.00

2.27 0.00

2.27 3,140.27
3,140.27
037833DN7 APPLE INC 2.05 09/11/2026
12/02/2021
12/06/2021
450,000.00
453,497.29

0.00 0.00
453,310.76
3,587.50

0.00 4,356.25
768.75

0.00 (186.52)
(186.52)
582.23
582.23
05522RDJ4 BACCT 2024-1 A 4.93
05/15/2029
06/06/2024
06/13/2024
460,000.00
459,977.62

0.00 0.00
459,978.02
1,007.91
1,889.83
1,007.91
1,889.83

0.40 0.00

0.40 1,890.23
1,890.23
06368FAC3 BANK OF MONTREAL 1.25
09/15/2026
09/13/2021
09/15/2021
500,000.00
499,804.19

0.00 0.00
499,813.47
2,361.11

0.00 2,881.94
520.83

9.28 0.00

BERKSHIRE HATHAWAY
FINANCE CORP 2.3
03/15/2027
03/07/2022
03/15/2022
1,080,000.00
1,079,913.24

0.00 0.00
1,079,916.39
9,384.00

0.00 11,454.00
2,070.00

3.15 0.00

3.15 2,073.15
2,073.15
096919AD7 BMWOT 2024-A A3 5.18
02/26/2029
06/04/2024
06/11/2024
410,000.00
409,946.22

0.00 0.00
409,947.24
353.97
1,769.83
353.97
1,769.83

1.01 0.00

1.01 1,770.84
1,770.84
13063EGT7 CALIFORNIA STATE 4.5
08/01/2029
10/30/2024
11/05/2024
965,000.00
969,826.86

0.00 0.00
969,744.55
10,373.75
10,373.75
3,618.75
3,618.75

0.00 (82.31)
(82.31)
3,536.44
3,536.44
14913UAJ9

CATERPILLAR FINANCIAL
SERVICES CORP 4.85
02/27/2029
03/18/2024
03/20/2024
1,000,000.00
1,000,403.67

0.00 0.00
1,000,396.07
20,747.22
24,250.00
538.89
4,041.67

0.00 (7.60)
(7.60)
4,034.07
4,034.07
161571HT4 CHAIT 2023-1 A 5.16
09/15/2028
09/07/2023
09/15/2023
965,000.00
964,806.44

0.00 0.00
964,810.54
2,213.07
4,149.50
2,213.07
4,149.50

4.10 0.00

4.10 4,153.60
4,153.60
171239AL0 CHUBB INA HOLDINGS LLC

4.65 08/15/2029
08/12/2024
08/15/2024
505,000.00
507,582.80

0.00 0.00
507,538.30
11,806.48
12,719.69
1,043.67
1,956.88

0.00 (44.50)
(44.50)
1,912.37
1,912.37
17275RBR2 CISCO SYSTEMS INC 4.85
02/26/2029
02/21/2024
02/26/2024
490,000.00
489,860.51

0.00 0.00
489,863.14
10,232.15
11,882.50
330.07
1,980.42

2.63 0.00

2.63 1,983.04
1,983.04
22160KAM7 COSTCO WHOLESALE CORP

3.0 05/18/2027
07/15/2022
07/19/2022
600,000.00
593,400.15

0.00 0.00
593,621.20
3,650.00

0.00 5,150.00
1,500.00
221.05

0.00 221.05
1,721.05
1,721.05
24422EXB0 JOHN DEERE CAPITAL CORP

4.95 07/14/2028
07/11/2023
07/14/2023
935,000.00
934,839.82

0.00 0.00
934,843.38
2,185.56

0.00 6,042.44
3,856.88

9.25 (5.69)

4.85 06/11/2029
06/07/2024
06/11/2024
500,000.00
496,418.94

0.00 0.00
496,481.97
3,368.06

0.00 5,388.89
2,020.83

63.02 0.00

63.02 2,083.86
2,083.86
26442CAS3 DUKE ENERGY CAROLINAS
LLC 2.95 12/01/2026
01/13/2022
01/18/2022
850,000.00
864,585.58

0.00 0.00
863,877.79
4,179.17

0.00 6,268.75
2,089.58

0.00 (707.79)
(707.79)
1,381.79
1,381.79
30303M8S4 META PLATFORMS INC 4.3
08/15/2029
08/12/2024
08/15/2024
532,000.00
531,250.93

0.00 0.00
531,263.59
10,929.64
11,819.27
1,016.71
1,906.34

12.67 0.00

12.67 1,919.00
1,919.00
3130AWTR1 FEDERAL HOME LOAN BANKS

4.375 09/08/2028
09/08/2023
09/11/2023
2,000,000.00
1,996,092.49

0.00 0.00
1,996,175.69
34,756.94

0.00 42,048.61
7,291.67

83.20 0.00

83.20 7,374.87
7,374.87
3133EPGW9

FEDERAL FARM CREDIT
BANKS FUNDING CORP 3.875
04/25/2028
05/05/2023
05/08/2023
1,250,000.00
1,261,780.25

0.00 0.00
1,261,500.48
12,916.67

0.00 16,953.13
4,036.46

0.00 (279.77)
(279.77)
3,756.69
3,756.69
3133EPME2

FEDERAL FARM CREDIT
BANKS FUNDING CORP 3.875
06/08/2028
06/07/2023
06/08/2023
850,000.00
847,746.79

0.00 0.00
847,798.37
4,849.13

0.00 7,593.92
2,744.79

51.59 0.00

51.59 2,796.38
2,796.38
3135G05X7

FEDERAL NATIONAL

MORTGAGE ASSOCIATION

0.375 08/25/2025 1,400,000.00
1,799,210.74

0.00 (399,835.73)
1,399,469.97
2,925.00
3,329.17

87.50 491.67

94.97 0.00

94.97 586.64
586.64
3135G06G3

FEDERAL NATIONAL
MORTGAGE ASSOCIATION 0.5
11/07/2025 1,825,000.00
1,824,095.37

0.00 0.00
1,824,186.16
2,129.17

0.00 2,889.58
760.42

90.79 0.00

90.79 851.20
851.20
3137BNGT5 FHMS K-054 A2 2.745
01/25/2026
10/29/2021
11/03/2021
943,591.55
957,479.47

0.00 (1,764.95)
954,677.49
2,162.50
2,162.50
2,158.47
2,158.46

0.00 0.00
574,730.32
1,199.38
1,199.38
1,199.38
1,199.38

0.00 (310.91)
(310.91)
888.47
888.47
3137BXQY1 FHMS K-064 A2 3.224
03/25/2027
05/06/2022
05/11/2022
1,000,000.00
999,105.81

0.00 0.00
999,138.84
2,686.67
2,686.67
2,686.67
2,686.67

33.03 0.00

33.03 2,719.70
2,719.70
3137EAEU9

FEDERAL HOME LOAN
MORTGAGE CORP 0.375
07/21/2025 0.00
1,099,631.40

0.00 (1,099,651.70)

0.00 114.58
221.88

0.00 107.30

20.30 0.00

20.30 127.60
127.60
3137EAEX3

FEDERAL HOME LOAN
MORTGAGE CORP 0.375
09/23/2025 1,805,000.00
1,804,301.39

0.00 0.00
1,804,384.98
2,406.67

0.00 2,970.73
564.06

83.59 0.00

83.59 647.66
647.66
3137FCLD4 FHMS K-071 A2 3.286
11/25/2027
04/11/2023
04/14/2023
2,000,000.00
1,959,264.44

0.00 0.00
1,960,401.62
5,476.67
5,476.67
5,476.67
5,476.67
1,137.18

0.00 1,137.18
6,613.85
6,613.85
3137FETN0 FHMS K-073 A2 3.35
01/25/2028
03/27/2023
03/30/2023
1,500,000.00
1,470,729.29

0.00 0.00
1,471,499.57
4,187.50
4,187.50
4,187.50
4,187.50
770.28

0.00 770.28
4,957.78
4,957.78
3137FEZU7 FHMS K-076 A2 3.9
04/25/2028
04/20/2023
04/25/2023
1,200,000.00
1,191,712.25

0.00 0.00
1,191,913.17
3,900.00
3,900.00
3,900.00
3,900.00
200.92

0.00 200.92
4,100.92
4,100.92
3137FGR31 FHMS K-078 A2 3.854
06/25/2028
09/18/2023
09/21/2023
1,300,000.00
1,258,089.22

0.00 0.00
1,259,054.27
4,175.17
4,175.17
4,175.17
4,175.17
965.05

0.00 965.05
5,140.22
5,140.22
3137FJKE8 FHMS K-082 A2 3.92
09/25/2028
11/28/2023
12/01/2023
600,000.00
583,965.51

0.00 0.00
584,308.76
1,960.00
1,960.00
1,960.00
1,960.00
343.25

0.00 0.00
962,648.30
2,851.67
2,851.67
2,851.67
2,851.67
729.83

0.00 729.83
3,581.50
3,581.50
3137H5YC5 FHMS K-748 A2 2.26
01/25/2029
03/25/2024
03/28/2024
1,500,000.00
1,377,398.30

0.00 0.00
1,379,798.89
2,825.00
2,825.00
2,825.00
2,825.00
2,400.59

0.00 2,400.59
5,225.59
5,225.59
341081GT8 FLORIDA POWER & LIGHT CO

5.15 06/15/2029
06/13/2024
06/17/2024
1,000,000.00
1,012,063.73

0.00 0.00
1,011,843.53
6,580.56

0.00 10,872.22
4,291.67

0.00 (220.20)
(220.20)
4,071.47
4,071.47
362554AC1 GMCAR 2021-4 A3 0.68
09/16/2026
10/13/2021
10/21/2021
32,440.80
40,941.99

0.00 (8,501.40)
32,440.64

11.60 23.20

9.19 20.79

0.05 0.00

0.05 20.84

20.84 36269WAD1 GMALT 2024-2 A3 5.39
07/20/2027
05/07/2024
05/16/2024
330,000.00
329,985.14

0.00 0.00
329,985.61
543.49
1,482.25
543.49
1,482.25

0.46 0.00

0.46 1,482.71
1,482.71
362955AD8 GMCAR 2025-1 A3 4.62
12/17/2029
01/09/2025
01/15/2025
375,000.00
374,972.40

0.00 0.00
374,972.84
770.00
1,588.13
721.88
1,540.01

0.43 0.00

0.43 1,540.44
1,540.44
380146AC4 GMCAR 2022-1 A3 1.26
11/16/2026
01/11/2022
01/19/2022
37,277.11
45,317.75

0.00 (8,041.91)
37,276.11

23.79 47.59

19.57 43.37

0.27 0.00

0.27 43.64

43.64 437076DC3 HOME DEPOT INC 4.75
06/25/2029
06/17/2024
06/25/2024
950,000.00
945,241.65

0.00 0.00
945,324.66
4,512.50

0.00 8,272.92
3,760.42

83.01 0.00

83.01 3,843.43
3,843.43
437930AC4 HAROT 2024-2 A3 5.27
11/20/2028
05/14/2024
05/21/2024
310,000.00
309,968.20

0.00 0.00
309,968.84
589.95
1,361.42
589.95
1,361.42

0.64 0.00

0.00 0.00
574,920.04
729.93
2,189.79
729.93
2,189.79

1.51 0.00

1.51 2,191.30
2,191.30
43815BAC4 HAROT 2022-1 A3 1.88
05/15/2026
02/15/2022
02/23/2022
111,665.84
133,614.26

0.00 (21,953.92)
111,661.51
111.65
209.34

93.30 191.00

1.18 0.00

1.18 192.17
192.17
43815GAC3 HAROT 2021-4 A3 0.88
01/21/2026
11/16/2021
11/24/2021
25,872.37
36,822.97

0.00 (10,952.19)
25,871.34

9.00 27.00

6.32 24.32

0.56 0.00

0.56 24.88

24.88 44935FAD6 HART 2021-C A3 0.74
05/15/2026
11/09/2021
11/17/2021
4,591.84
13,822.67

0.00 (9,231.56)
4,591.61

4.55 8.52

1.51 5.48

0.50 0.00

0.50 5.99

5.99 4581X0DV7

INTER-AMERICAN
DEVELOPMENT BANK 0.875
04/20/2026
04/13/2021
04/20/2021
1,915,000.00
1,912,872.17

0.00 0.00
1,913,006.66
4,701.06

0.00 6,097.41
1,396.35
134.49

0.00 134.49
1,530.84
1,530.84
459058JL8

INTERNATIONAL BANK FOR

RECONSTRUCTION AND
DEVELOPM 0.5 10/28/2025 945,000.00
944,755.88

0.00 0.00
944,781.29
1,220.63

0.00 1,614.38
393.75

25.41 0.00

25.41 419.16
419.16
459058LN1

INTERNATIONAL BANK FOR

RECONSTRUCTION AND
DEVELOPM 3.875 10/16/2029
12/12/2024
12/13/2024
1,000,000.00
984,180.41

0.00 0.00
984,438.24
11,302.08

0.00 14,531.25
3,229.17
257.83

0.00 257.83
3,486.99
3,486.99
46647PAM8 JPMORGAN CHASE & CO

3.509 01/23/2029
01/19/2024
01/23/2024
1,000,000.00
956,589.73

0.00 0.00
957,708.97
779.78

0.00 3,703.94
2,924.17
1,119.23

0.00 1,119.23
4,043.40
4,043.40
47786WAD2 JDOT 2024-B A3 5.2
03/15/2029
06/11/2024
06/18/2024
465,000.00
464,921.06

0.00 0.00
464,922.53
1,074.67
2,015.00
1,074.67
2,015.00

1.47 0.00

0.00 (16,639.82)
19,701.40

8.40 15.75

4.55 11.90

0.33 0.00

0.33 12.23

12.23 47800BAC2 JDOT 2022-C A3 5.09
06/15/2027
10/12/2022
10/19/2022
349,168.00
386,456.74

0.00 (37,302.47)
349,156.00
874.28
1,639.28
789.90
1,554.89

1.73 0.00

1.73 1,556.62
1,556.62
57636QAW4 MASTERCARD INC 4.875
03/09/2028
03/06/2023
03/09/2023
595,000.00
594,642.40

0.00 0.00
594,651.25
11,441.35

0.00 13,858.54
2,417.19

8.85 0.00

8.85 2,426.03
2,426.03
58770JAD6 MBALT 2024-A A3 5.32
01/18/2028
05/17/2024
05/23/2024
240,000.00
239,977.26

0.00 0.00
239,977.85
567.47
1,064.00
567.47
1,064.00

0.59 0.00

0.59 1,064.59
1,064.59
58773DAD6 MBART 2025-1 A3 4.78
12/17/2029
01/14/2025
01/23/2025
545,000.00
544,884.66

0.00 0.00
544,886.48
578.91
1,592.01
1,157.82
2,170.92

1.81 0.00

1.81 2,172.74
2,172.74
61747YER2 MORGAN STANLEY 4.21
04/20/2028
05/19/2023
05/23/2023
750,000.00
734,540.21

0.00 0.00
735,075.95
8,858.54

0.00 11,489.79
2,631.25
535.74

0.00 535.74
3,166.99
3,166.99
63743HFX5

NATIONAL RURAL UTILITIES

COOPERATIVE FINANCE CORP

4.95 02/07/2030
02/04/2025
02/07/2025
720,000.00

0.00 718,898.40

0.00 718,911.67

0.00 0.00
2,376.00
2,376.00

13.27 0.00

13.27 2,389.27
2,389.27
665859AW4 NORTHERN TRUST CORP 4.0
05/10/2027
05/05/2022
05/10/2022
430,000.00
429,684.13

0.00 0.00
429,694.81
3,870.00

0.00 5,303.33
1,433.33

10.68 0.00

10.68 1,444.02
1,444.02
69371RT48 PACCAR FINANCIAL CORP 4.0
09/26/2029 09/26/2024
1,100,000.00
1,099,218.60

0.00 0.00
1,099,231.49
15,277.78

0.00 18,944.44
3,666.67

18.01 (5.12)

0.00 0.00
828,873.43
1,452.50

0.00 4,565.00
3,112.50

19.73 0.00

19.73 3,132.23
3,132.23
74340XBX8 PROLOGIS LP 4.0 09/15/2028
12/06/2023
12/08/2023
500,000.00
485,475.44

0.00 0.00
485,783.08
7,555.56

0.00 9,222.22
1,666.67
307.63

0.00 307.63
1,974.30
1,974.30
74340XCG4 PROLOGIS LP 4.875
06/15/2028
09/08/2023
09/12/2023
575,000.00
569,921.47

0.00 0.00
570,037.08
3,581.77

0.00 5,917.71
2,335.94
115.61

0.00 115.61
2,451.55
2,451.55
74456QBX3

PUBLIC SERVICE ELECTRIC
AND GAS CO 3.65
09/01/2028
10/04/2023
10/06/2023
1,200,000.00
1,131,934.37

0.00 0.00
1,133,391.43
18,250.00

0.00 21,900.00
3,650.00
1,457.06

0.00 1,457.06
5,107.06
5,107.06
756109BS2 REALTY INCOME CORP 4.7
12/15/2028
12/12/2023
12/15/2023
1,000,000.00
984,377.80

0.00 0.00
984,687.37
6,005.56

0.00 9,922.22
3,916.67
309.57

0.00 309.57
4,226.24
4,226.24
78016HZS2 ROYAL BANK OF CANADA 5.2
08/01/2028
12/06/2023
12/08/2023
650,000.00
652,424.65

0.00 0.00
652,371.48
16,900.00
16,900.00
2,816.67
2,816.67

0.00 (53.16)
(53.16)
2,763.50
2,763.50
808513BY0 CHARLES SCHWAB CORP 2.45
03/03/2027
03/09/2022
03/11/2022
750,000.00
745,867.66

0.00 0.00
746,019.90
7,554.17

0.00 9,085.42
1,531.25
152.24

0.00 152.24
1,683.49
1,683.49
87612EBM7 TARGET CORP 1.95
01/15/2027
01/19/2022
01/24/2022
535,000.00
534,643.11

0.00 0.00
534,657.12
463.67

0.00 1,333.04
869.38

14.02 0.00

14.02 883.39
883.39
89115A2C5 TORONTO-DOMINION BANK

4.108 06/08/2027
08/26/2022
08/30/2022
1,100,000.00
1,098,188.15

0.00 0.00
1,098,247.35
6,652.68

0.00 10,418.34
3,765.67

59.20 0.00

0.00 0.00
994,886.35
1,337.03

0.00 2,269.84
932.81

6.71 0.00

6.71 939.53
939.53
89236TMF9 TOYOTA MOTOR CREDIT
CORP 5.05 05/16/2029
05/21/2024
05/23/2024
500,000.00
500,894.78

0.00 0.00
500,878.77
5,260.42

0.00 7,364.58
2,104.17

0.00 (16.01)
(16.01)
2,088.16
2,088.16
89238JAC9 TAOT 2021-D A3 0.71
04/15/2026
11/09/2021
11/15/2021
26,439.88
37,233.78

0.00 (10,794.03)
26,439.79

11.75 22.03

8.34 18.62

0.04 0.00

0.04 18.67

18.67 89240JAD3 TAOT 25A A3 4.64
08/15/2029
01/22/2025
01/29/2025
565,000.00
564,977.38

0.00 0.00
564,977.76
145.64
1,165.16
1,165.16
2,184.67

0.38 0.00

0.38 2,185.05
2,185.05
91282CAM3 UNITED STATES TREASURY

0.25 09/30/2025
02/19/2021
02/22/2021
1,600,000.00
1,597,267.07

0.00 0.00
1,597,584.59
1,362.64

0.00 1,670.33
307.69
317.52

0.00 317.52
625.21
625.21
91282CAT8 UNITED STATES TREASURY

0.25 10/31/2025
02/11/2021
02/12/2021
1,900,000.00
1,897,655.34

0.00 0.00
1,897,896.71
1,220.30

0.00 1,587.71
367.40
241.36

0.00 241.36
608.77
608.77
91282CAZ4 UNITED STATES TREASURY

0.375 11/30/2025
03/26/2021
03/29/2021
1,350,000.00
1,345,717.67

0.00 0.00
1,346,114.71
876.20

0.00 1,265.63
389.42
397.04

0.00 397.04
786.46
786.46
91282CCW9 UNITED STATES TREASURY

0.75 08/31/2026
09/17/2021
09/20/2021
480,000.00
479,168.77

0.00 0.00
479,209.18
1,531.49
1,800.00

9.78 278.29

40.41 0.00

40.41 318.70
318.70
91282CCZ2 UNITED STATES TREASURY

0.875 09/30/2026 2,820,000.00
2,810,612.95

0.00 0.00
2,811,046.67
8,405.77

0.00 10,303.85
1,898.08
433.73

3.25 06/30/2027 2,250,000.00
2,256,520.51

0.00 0.00
2,256,312.81
6,464.09

0.00 12,120.17
5,656.08

0.00 (207.71)
(207.71)
5,448.37
5,448.37
91282CFB2 UNITED STATES TREASURY

2.75 07/31/2027
08/22/2022
08/23/2022
600,000.00
594,866.11

0.00 0.00
595,024.08

45.58 0.00
1,321.82
1,276.24
157.97

0.00 157.97
1,434.21
1,434.21
91282CFH9 UNITED STATES TREASURY

3.125 08/31/2027 1,950,000.00
1,937,069.86

0.00 0.00
1,937,454.61
25,923.69
30,468.75
165.59
4,710.65
384.74

0.00 384.74
5,095.40
5,095.40
91282CGC9 UNITED STATES TREASURY

3.875 12/31/2027
03/14/2023
03/16/2023
700,000.00
699,319.41

0.00 0.00
699,337.34
2,397.79

0.00 4,495.86
2,098.07

17.93 0.00

17.93 2,115.99
2,115.99
91282CGH8 UNITED STATES TREASURY 3.5
01/31/2028
02/16/2023
02/17/2023
2,500,000.00
2,462,734.40

0.00 0.00
2,463,688.18
241.71

0.00 7,009.67
6,767.96
953.78

0.00 953.78
7,721.74
7,721.74
91282CGP0 UNITED STATES TREASURY 4.0
02/29/2028 2,500,000.00
2,494,937.96

0.00 0.00
2,495,064.17
42,541.44
50,000.00
271.74
7,730.30
208.15
(81.94)
126.21
7,856.52
7,856.52
91282CHE4 UNITED STATES TREASURY

3.625 05/31/2028 2,425,000.00
2,395,299.78

0.00 0.00
2,395,984.23
15,214.54

0.00 21,976.56
6,762.02
684.45

0.00 684.45
7,446.47
7,446.47
91282CHX2 UNITED STATES TREASURY

4.375 08/31/2028
09/25/2023
09/26/2023
400,000.00
396,938.42

0.00 0.00
397,004.01
7,444.75
8,750.00

47.55 1,352.80

65.59 0.00

65.59 1,418.39
1,418.39
91282CJF9 UNITED STATES TREASURY

4.875 10/31/2028
10/27/2023
10/31/2023
600,000.00
601,702.28

0.00 0.00
601,667.44
7,514.50

0.00 9,776.93
2,262.43

4.375 11/30/2028
12/28/2023
12/29/2023
625,000.00
636,845.20

0.00 0.00
636,607.95
4,732.57

0.00 6,835.94
2,103.37

0.00 (237.24)
(237.24)
1,866.12
1,866.12
91282CJR3 UNITED STATES TREASURY

3.75 12/31/2028 2,100,000.00
2,082,955.55

0.00 0.00
2,083,289.52
6,961.33

0.00 13,052.49
6,091.16
333.97

0.00 333.97
6,425.13
6,425.13
91282CJW2 UNITED STATES TREASURY 4.0
01/31/2029
02/16/2024
02/21/2024
1,500,000.00
1,483,326.41

0.00 0.00
1,483,646.18
165.75

0.00 4,806.63
4,640.88
319.77

0.00 319.77
4,960.65
4,960.65
91282CKG5 UNITED STATES TREASURY

4.125 03/31/2029 2,300,000.00
2,270,373.28

0.00 0.00
2,270,919.39
32,320.05

0.00 39,618.13
7,298.08
546.11

0.00 546.11
7,844.19
7,844.19
91282CKP5 UNITED STATES TREASURY

4.625 04/30/2029 2,150,000.00
2,162,157.02

0.00 0.00
2,161,937.27
25,546.10

0.00 33,237.40
7,691.30

0.00 (219.75)
(219.75)
7,471.55
7,471.55
91282CKX8 UNITED STATES TREASURY

4.25 06/30/2029
07/18/2024
07/19/2024
1,000,000.00
1,006,299.50

0.00 0.00
1,006,189.94
3,756.91

0.00 7,044.20
3,287.29

0.00 (109.56)
(109.56)
3,177.74
3,177.74
91282CLK5 UNITED STATES TREASURY

3.625 08/31/2029
09/11/2024
09/13/2024
2,000,000.00
2,014,481.87

0.00 0.00
2,014,239.35
30,842.54
36,250.00
197.01
5,604.47

0.00 (242.52)
(242.52)
5,361.95
5,361.95
91282CLN9 UNITED STATES TREASURY 3.5
09/30/2029
10/04/2024
10/07/2024
1,000,000.00
988,888.81

0.00 0.00
989,071.61
11,923.08

0.00 14,615.38
2,692.31
182.79

0.00 182.79
2,875.10
2,875.10
91282CMA6 UNITED STATES TREASURY

4.125 11/30/2029
12/16/2024
12/17/2024
1,500,000.00
1,491,605.74

0.00 0.00
1,491,739.06
10,709.13

0.00 15,468.75
4,759.62
133.32

4.25 01/31/2030
02/13/2025
02/14/2025
1,000,000.00

0.00 992,968.75

0.00 993,026.96

0.00 (1,643.65)
3,404.70
1,761.05

58.21 0.00

58.21 1,819.25
1,819.25
91324PDP4 UNITEDHEALTH GROUP INC

3.875 12/15/2028
12/12/2023
12/15/2023
650,000.00
630,173.14

0.00 0.00
630,566.03
3,218.40

0.00 5,317.36
2,098.96
392.89

0.00 392.89
2,491.85
2,491.85
91324PEC2 UNITEDHEALTH GROUP INC

1.15 05/15/2026 240,000.00
240,192.91

0.00 0.00
240,180.58
582.67

0.00 812.67
230.00

0.00 (12.33)
(12.33)
217.67
217.67
91324PEG3 UNITEDHEALTH GROUP INC

3.7 05/15/2027
05/17/2022
05/20/2022
430,000.00
430,089.58

0.00 0.00
430,086.43
3,358.78

0.00 4,684.61
1,325.83

0.83 (3.99)
(3.15)
1,322.68
1,322.68
92970QAE5 WFCIT 2024-2 A 4.29
10/15/2029
10/17/2024
10/24/2024
515,000.00
514,927.68

0.00 0.00
514,928.86
981.93
1,841.13
981.93
1,841.13

1.18 0.00

1.18 1,842.31
1,842.31
931142ER0 WALMART INC 1.05
09/17/2026
09/08/2021
09/17/2021
235,000.00
234,855.76

0.00 0.00
234,862.57
918.46

0.00 1,124.08
205.63

6.81 0.00

6.81 212.44
212.44
Total Fixed Income 95,532,749.11
94,830,339.85
1,711,867.15
(1,624,669.67)
94,931,399.40
599,583.69
275,784.68
574,295.09
250,496.08
17,968.57
(4,106.50)
13,862.07
264,358.15 264,358.15
TOTAL PORTFOLIO 95,940,104.92
95,075,462.78
2,605,847.24
(2,355,806.55)
95,338,755.21
599,583.69
276,952.11
574,295.09
251,663.51
17,968.57
(4,106.50)
13,862.07
265,525.58 265,525.58
ATTACHMENT A Page 41 of 181
City of Brea | Account #120 | As of February 28, 2025
Execution Time: 03/04/2025 01:34:13 PM Chandler Asset Management | [email protected] | www.chandlerasset.com | 800.317.4747

CASH FLOW REPORT
Payment Date Transaction Type CUSIP Quantity Security Description Principal Amount Income Total Amount MARCH 2025
03/03/2025 Dividend 316175884 0.00 557.10 557.10
03/03/2025 Coupon 808513BY0 0.00 CHARLES SCHWAB CORP 2.45 03/03/2027 9,187.50 9,187.50 03/03/2025 Coupon 74456QBX3 0.00 PUBLIC SERVICE ELECTRIC AND GAS CO 3.65 09/01/2028 21,900.00 21,900.00
03/10/2025 Coupon 3130AWTR1 2,000,000.00 FEDERAL HOME LOAN BANKS 4.375 09/08/2028 43,750.00 43,750.00
03/10/2025 Coupon 57636QAW4 595,000.00 MASTERCARD INC 4.875 03/09/2028 14,503.13 14,503.13 03/11/2025 Coupon 037833DN7 450,000.00 APPLE INC 2.05 09/11/2026 4,612.50 4,612.50 03/17/2025 Coupon 02582JKH2 720,000.00 AMXCA 2024-1 A 5.23 04/16/2029 3,138.00 3,138.00 03/17/2025 Coupon 05522RDJ4 460,000.00 BACCT 2024-1 A 4.93 05/15/2029 1,889.83 1,889.83 03/17/2025 Coupon 06368FAC3 500,000.00 BANK OF MONTREAL 1.25 09/15/2026 3,125.00 3,125.00 03/17/2025 Coupon 084664CZ2 1,080,000.00 BERKSHIRE HATHAWAY FINANCE CORP 2.3 03/15/2027 12,420.00 12,420.00
03/17/2025 Coupon 161571HT4 965,000.00 CHAIT 2023-1 A 5.16 09/15/2028 4,149.50 4,149.50 03/17/2025 Coupon 362554AC1 32,440.80 GMCAR 2021-4 A3 0.68 09/16/2026 22.11 22.11 03/17/2025 Principal Paydown 362554AC1 32,440.80 GMCAR 2021-4 A3 0.68 09/16/2026 7,429.33 7,429.33 03/17/2025 Coupon 362955AD8 375,000.00 GMCAR 2025-1 A3 4.62 12/17/2029 1,443.75 1,443.75 03/17/2025 Coupon 380146AC4 37,277.11 GMCAR 2022-1 A3 1.26 11/16/2026 39.73 39.73 03/17/2025 Principal Paydown 380146AC4 37,277.11 GMCAR 2022-1 A3 1.26 11/16/2026 7,250.17 7,250.17 03/17/2025 Coupon 43815BAC4 111,665.84 HAROT 2022-1 A3 1.88 05/15/2026 177.54 177.54 03/17/2025 Principal Paydown 43815BAC4 111,665.84 HAROT 2022-1 A3 1.88 05/15/2026 19,715.18 19,715.18 03/17/2025 Coupon 44935FAD6 4,591.84 HART 2021-C A3 0.74 05/15/2026 3.52 3.52 03/17/2025 Effective Maturity 44935FAD6 4,591.84 HART 2021-C A3 0.74 05/15/2026 5,701.09 5,701.09 03/17/2025 Coupon 47786WAD2 465,000.00 JDOT 2024-B A3 5.2 03/15/2029 2,015.00 2,015.00 03/17/2025 Coupon 47789QAC4 19,701.74 JDOT 2021-B A3 0.52 03/16/2026 9.58 9.58 03/17/2025 Principal Paydown 47789QAC4 19,701.74 JDOT 2021-B A3 0.52 03/16/2026 12,245.41 12,245.41 03/17/2025 Coupon 47800BAC2 349,168.00 JDOT 2022-C A3 5.09 06/15/2027 1,481.05 1,481.05 03/17/2025 Principal Paydown 47800BAC2 349,168.00 JDOT 2022-C A3 5.09 06/15/2027 24,770.92 24,770.92 03/17/2025 Coupon 58770JAD6 240,000.00 MBALT 2024-A A3 5.32 01/18/2028 1,064.12 1,064.12 03/17/2025 Coupon 58773DAD6 545,000.00 MBART 2025-1 A3 4.78 12/17/2029 2,170.92 2,170.92 03/17/2025 Coupon 74340XBX8 500,000.00 PROLOGIS LP 4.0 09/15/2028 10,000.00 10,000.00 ATTACHMENT A Page 42 of 181
City of Brea | Account #120 | As of February 28, 2025
Execution Time: 03/04/2025 01:34:13 PM Chandler Asset Management | [email protected] | www.chandlerasset.com | 800.317.4747

CASH FLOW REPORT
Payment Date Transaction Type CUSIP Quantity Security Description Principal Amount Income Total Amount 03/17/2025 Coupon 89238JAC9 26,439.88 TAOT 2021-D A3 0.71 04/15/2026 15.85 15.85 03/17/2025 Principal Paydown 89238JAC9 26,439.88 TAOT 2021-D A3 0.71 04/15/2026 10,140.83 10,140.83 03/17/2025 Coupon 89240JAD3 565,000.00 TAOT 25A A3 4.64 08/15/2029 2,184.67 2,184.67 03/17/2025 Coupon 92970QAE5 515,000.00 WFCIT 2024-2 A 4.29 10/15/2029 1,841.13 1,841.13 03/17/2025 Coupon 931142ER0 235,000.00 WALMART INC 1.05 09/17/2026 1,233.75 1,233.75 03/18/2025 Coupon 437930AC4 310,000.00 HAROT 2024-2 A3 5.27 11/20/2028 1,361.42 1,361.42 03/20/2025 Coupon 36269WAD1 330,000.00 GMALT 2024-2 A3 5.39 07/20/2027 1,482.25 1,482.25 03/21/2025 Coupon 43813YAC6 575,000.00 HAROT 2024-3 A3 4.57 03/21/2029 2,189.79 2,189.79 03/21/2025 Coupon 43815GAC3 25,872.37 HAROT 2021-4 A3 0.88 01/21/2026 19.81 19.81 03/21/2025 Principal Paydown 43815GAC3 25,872.37 HAROT 2021-4 A3 0.88 01/21/2026 9,543.00 9,543.00 03/24/2025 Coupon 3137EAEX3 1,805,000.00 FEDERAL HOME LOAN MORTGAGE CORP 0.375 09/23/2025 3,384.38 3,384.38
03/25/2025 Coupon 096919AD7 410,000.00 BMWOT 2024-A A3 5.18 02/26/2029 1,769.83 1,769.83 03/25/2025 Coupon 3137BNGT5 943,591.55 FHMS K-054 A2 2.745 01/25/2026 2,158.47 2,158.47 03/25/2025 Principal Paydown 3137BNGT5 943,591.55 FHMS K-054 A2 2.745 01/25/2026 2,119.96 2,119.96 03/25/2025 Coupon 3137BQYS0 570,000.00 FHMS K-056 A2 2.525 05/25/2026 1,199.38 1,199.38 03/25/2025 Coupon 3137BXQY1 1,000,000.00 FHMS K-064 A2 3.224 03/25/2027 2,686.67 2,686.67 03/25/2025 Coupon 3137FCLD4 2,000,000.00 FHMS K-071 A2 3.286 11/25/2027 5,476.67 5,476.67 03/25/2025 Coupon 3137FETN0 1,500,000.00 FHMS K-073 A2 3.35 01/25/2028 4,187.50 4,187.50 03/25/2025 Coupon 3137FEZU7 1,200,000.00 FHMS K-076 A2 3.9 04/25/2028 3,900.00 3,900.00 03/25/2025 Coupon 3137FGR31 1,300,000.00 FHMS K-078 A2 3.854 06/25/2028 4,175.17 4,175.17 03/25/2025 Coupon 3137FJKE8 600,000.00 FHMS K-082 A2 3.92 09/25/2028 1,960.00 1,960.00 03/25/2025 Coupon 3137FLMV3 1,000,000.00 FHMS K-090 A2 3.422 02/25/2029 2,851.67 2,851.67 03/25/2025 Coupon 3137H5YC5 1,500,000.00 FHMS K-748 A2 2.26 01/25/2029 2,825.00 2,825.00 03/26/2025 Coupon 69371RT48 1,100,000.00 PACCAR FINANCIAL CORP 4.0 09/26/2029 22,000.00 22,000.00 03/31/2025 Coupon 91282CAM3 1,600,000.00 UNITED STATES TREASURY 0.25 09/30/2025 2,000.00 2,000.00 03/31/2025 Coupon 91282CCZ2 2,820,000.00 UNITED STATES TREASURY 0.875 09/30/2026 12,337.50 12,337.50 03/31/2025 Coupon 91282CKG5 2,300,000.00 UNITED STATES TREASURY 4.125 03/31/2029 47,437.50 47,437.50 03/31/2025 Coupon 91282CLN9 1,000,000.00 UNITED STATES TREASURY 3.5 09/30/2029 17,500.00 17,500.00 March 2025 Total 99,473.00 285,281.16 384,754.16
APRIL 2025
04/15/2025 Coupon 02582JKH2 720,000.00 AMXCA 2024-1 A 5.23 04/16/2029 3,138.00 3,138.00 ATTACHMENT A Page 43 of 181
City of Brea | Account #120 | As of February 28, 2025
Execution Time: 03/04/2025 01:34:13 PM Chandler Asset Management | [email protected] | www.chandlerasset.com | 800.317.4747

CASH FLOW REPORT
Payment Date Transaction Type CUSIP Quantity Security Description Principal Amount Income Total Amount 04/15/2025 Coupon 05522RDJ4 460,000.00 BACCT 2024-1 A 4.93 05/15/2029 1,889.83 1,889.83 04/15/2025 Coupon 161571HT4 965,000.00 CHAIT 2023-1 A 5.16 09/15/2028 4,149.50 4,149.50 04/15/2025 Coupon 43815BAC4 111,665.84 HAROT 2022-1 A3 1.88 05/15/2026 146.65 146.65 04/15/2025 Principal Paydown 43815BAC4 111,665.84 HAROT 2022-1 A3 1.88 05/15/2026 19,956.68 19,956.68 04/15/2025 Coupon 47786WAD2 465,000.00 JDOT 2024-B A3 5.2 03/15/2029 2,015.00 2,015.00 04/15/2025 Coupon 47789QAC4 19,701.74 JDOT 2021-B A3 0.52 03/16/2026 4.28 4.28 04/15/2025 Effective Maturity 47789QAC4 19,701.74 JDOT 2021-B A3 0.52 03/16/2026 9,871.50 9,871.50 04/15/2025 Coupon 47800BAC2 349,168.00 JDOT 2022-C A3 5.09 06/15/2027 1,375.98 1,375.98 04/15/2025 Principal Paydown 47800BAC2 349,168.00 JDOT 2022-C A3 5.09 06/15/2027 30,146.23 30,146.23 04/15/2025 Coupon 58770JAD6 240,000.00 MBALT 2024-A A3 5.32 01/18/2028 1,064.12 1,064.12 04/15/2025 Coupon 58773DAD6 545,000.00 MBART 2025-1 A3 4.78 12/17/2029 2,170.92 2,170.92 04/15/2025 Coupon 89238JAC9 26,439.88 TAOT 2021-D A3 0.71 04/15/2026 9.85 9.85 04/15/2025 Principal Paydown 89238JAC9 26,439.88 TAOT 2021-D A3 0.71 04/15/2026 10,201.36 10,201.36 04/15/2025 Coupon 89240JAD3 565,000.00 TAOT 25A A3 4.64 08/15/2029 2,184.67 2,184.67 04/15/2025 Coupon 92970QAE5 515,000.00 WFCIT 2024-2 A 4.29 10/15/2029 1,841.13 1,841.13 04/16/2025 Coupon 362554AC1 32,440.80 GMCAR 2021-4 A3 0.68 09/16/2026 17.90 17.90 04/16/2025 Principal Paydown 362554AC1 32,440.80 GMCAR 2021-4 A3 0.68 09/16/2026 7,639.65 7,639.65 04/16/2025 Coupon 362955AD8 375,000.00 GMCAR 2025-1 A3 4.62 12/17/2029 1,443.75 1,443.75 04/16/2025 Coupon 380146AC4 37,277.11 GMCAR 2022-1 A3 1.26 11/16/2026 32.12 32.12 04/16/2025 Principal Paydown 380146AC4 37,277.11 GMCAR 2022-1 A3 1.26 11/16/2026 7,499.99 7,499.99 04/16/2025 Coupon 459058LN1 1,000,000.00 INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPM 3.875 10/16/2029 19,375.00 19,375.00
04/18/2025 Coupon 437930AC4 310,000.00 HAROT 2024-2 A3 5.27 11/20/2028 1,361.42 1,361.42 04/21/2025 Coupon 36269WAD1 330,000.00 GMALT 2024-2 A3 5.39 07/20/2027 1,482.25 1,482.25 04/21/2025 Coupon 43813YAC6 575,000.00 HAROT 2024-3 A3 4.57 03/21/2029 2,189.79 2,189.79 04/21/2025 Coupon 43815GAC3 25,872.37 HAROT 2021-4 A3 0.88 01/21/2026 12.81 12.81 04/21/2025 Principal Paydown 43815GAC3 25,872.37 HAROT 2021-4 A3 0.88 01/21/2026 9,594.52 9,594.52 04/21/2025 Coupon 4581X0DV7 1,915,000.00 INTER-AMERICAN DEVELOPMENT BANK 0.875 04/20/2026 8,378.13 8,378.13
04/21/2025 Coupon 61747YER2 750,000.00 MORGAN STANLEY 4.21 04/20/2028 15,787.50 15,787.50 04/25/2025 Coupon 096919AD7 410,000.00 BMWOT 2024-A A3 5.18 02/26/2029 1,769.83 1,769.83 ATTACHMENT A Page 44 of 181
City of Brea | Account #120 | As of February 28, 2025
Execution Time: 03/04/2025 01:34:13 PM Chandler Asset Management | [email protected] | www.chandlerasset.com | 800.317.4747

CASH FLOW REPORT
Payment Date Transaction Type CUSIP Quantity Security Description Principal Amount Income Total Amount 04/25/2025 Coupon 3133EPGW9 1,250,000.00 FEDERAL FARM CREDIT BANKS FUNDING CORP

3.875 04/25/2028 24,218.75 24,218.75
04/25/2025 Coupon 3137BNGT5 943,591.55 FHMS K-054 A2 2.745 01/25/2026 2,153.62 2,153.62 04/25/2025 Principal Paydown 3137BNGT5 943,591.55 FHMS K-054 A2 2.745 01/25/2026 1,771.17 1,771.17 04/25/2025 Coupon 3137BQYS0 570,000.00 FHMS K-056 A2 2.525 05/25/2026 1,199.38 1,199.38 04/25/2025 Coupon 3137BXQY1 1,000,000.00 FHMS K-064 A2 3.224 03/25/2027 2,686.67 2,686.67 04/25/2025 Coupon 3137FCLD4 2,000,000.00 FHMS K-071 A2 3.286 11/25/2027 5,476.67 5,476.67 04/25/2025 Coupon 3137FETN0 1,500,000.00 FHMS K-073 A2 3.35 01/25/2028 4,187.50 4,187.50 04/25/2025 Coupon 3137FEZU7 1,200,000.00 FHMS K-076 A2 3.9 04/25/2028 3,900.00 3,900.00 04/25/2025 Coupon 3137FGR31 1,300,000.00 FHMS K-078 A2 3.854 06/25/2028 4,175.17 4,175.17 04/25/2025 Coupon 3137FJKE8 600,000.00 FHMS K-082 A2 3.92 09/25/2028 1,960.00 1,960.00 04/25/2025 Coupon 3137FLMV3 1,000,000.00 FHMS K-090 A2 3.422 02/25/2029 2,851.67 2,851.67 04/25/2025 Coupon 3137H5YC5 1,500,000.00 FHMS K-748 A2 2.26 01/25/2029 2,825.00 2,825.00 04/28/2025 Coupon 459058JL8 945,000.00 INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPM 0.5 10/28/2025 2,362.50 2,362.50
04/30/2025 Coupon 91282CAT8 1,900,000.00 UNITED STATES TREASURY 0.25 10/31/2025 2,375.00 2,375.00 04/30/2025 Coupon 91282CJF9 600,000.00 UNITED STATES TREASURY 4.875 10/31/2028 14,625.00 14,625.00 04/30/2025 Coupon 91282CKP5 2,150,000.00 UNITED STATES TREASURY 4.625 04/30/2029 49,718.75 49,718.75 April 2025 Total 96,681.08 196,556.08 293,237.17
MAY 2025
05/07/2025 Coupon 3135G06G3 1,825,000.00 FEDERAL NATIONAL MORTGAGE ASSOCIATION

0.5 11/07/2025 4,562.50 4,562.50
05/12/2025 Coupon 023135BX3 1,455,000.00 AMAZON.COM INC 1.0 05/12/2026 7,275.00 7,275.00 05/12/2025 Coupon 665859AW4 430,000.00 NORTHERN TRUST CORP 4.0 05/10/2027 8,600.00 8,600.00 05/15/2025 Coupon 02582JKH2 720,000.00 AMXCA 2024-1 A 5.23 04/16/2029 3,138.00 3,138.00 05/15/2025 Coupon 05522RDJ4 460,000.00 BACCT 2024-1 A 4.93 05/15/2029 1,889.83 1,889.83 05/15/2025 Coupon 161571HT4 965,000.00 CHAIT 2023-1 A 5.16 09/15/2028 4,149.50 4,149.50 05/15/2025 Coupon 43815BAC4 111,665.84 HAROT 2022-1 A3 1.88 05/15/2026 115.39 115.39 05/15/2025 Principal Paydown 43815BAC4 111,665.84 HAROT 2022-1 A3 1.88 05/15/2026 19,228.79 19,228.79 05/15/2025 Coupon 47786WAD2 465,000.00 JDOT 2024-B A3 5.2 03/15/2029 2,015.00 2,015.00 05/15/2025 Coupon 47800BAC2 349,168.00 JDOT 2022-C A3 5.09 06/15/2027 1,248.11 1,248.11 05/15/2025 Principal Paydown 47800BAC2 349,168.00 JDOT 2022-C A3 5.09 06/15/2027 26,351.15 26,351.15 ATTACHMENT A Page 45 of 181
City of Brea | Account #120 | As of February 28, 2025
Execution Time: 03/04/2025 01:34:13 PM Chandler Asset Management | [email protected] | www.chandlerasset.com | 800.317.4747

CASH FLOW REPORT
Payment Date Transaction Type CUSIP Quantity Security Description Principal Amount Income Total Amount 05/15/2025 Coupon 58770JAD6 240,000.00 MBALT 2024-A A3 5.32 01/18/2028 1,064.12 1,064.12 05/15/2025 Coupon 58773DAD6 545,000.00 MBART 2025-1 A3 4.78 12/17/2029 2,170.92 2,170.92 05/15/2025 Coupon 89238JAC9 26,439.88 TAOT 2021-D A3 0.71 04/15/2026 3.81 3.81 05/15/2025 Effective Maturity 89238JAC9 26,439.88 TAOT 2021-D A3 0.71 04/15/2026 6,447.67 6,447.67 05/15/2025 Coupon 89240JAD3 565,000.00 TAOT 25A A3 4.64 08/15/2029 2,184.67 2,184.67 05/15/2025 Coupon 91324PEC2 240,000.00 UNITEDHEALTH GROUP INC 1.15 05/15/2026 1,380.00 1,380.00 05/15/2025 Coupon 91324PEG3 430,000.00 UNITEDHEALTH GROUP INC 3.7 05/15/2027 7,955.00 7,955.00 05/15/2025 Coupon 92970QAE5 515,000.00 WFCIT 2024-2 A 4.29 10/15/2029 1,841.13 1,841.13 05/16/2025 Coupon 362554AC1 32,440.80 GMCAR 2021-4 A3 0.68 09/16/2026 13.57 13.57 05/16/2025 Principal Paydown 362554AC1 32,440.80 GMCAR 2021-4 A3 0.68 09/16/2026 7,388.44 7,388.44 05/16/2025 Coupon 362955AD8 375,000.00 GMCAR 2025-1 A3 4.62 12/17/2029 1,443.75 1,443.75 05/16/2025 Coupon 380146AC4 37,277.11 GMCAR 2022-1 A3 1.26 11/16/2026 24.24 24.24 05/16/2025 Principal Paydown 380146AC4 37,277.11 GMCAR 2022-1 A3 1.26 11/16/2026 6,938.93 6,938.93 05/16/2025 Coupon 89236TMF9 500,000.00 TOYOTA MOTOR CREDIT CORP 5.05 05/16/2029 12,625.00 12,625.00 05/19/2025 Coupon 22160KAM7 600,000.00 COSTCO WHOLESALE CORP 3.0 05/18/2027 9,000.00 9,000.00 05/19/2025 Coupon 437930AC4 310,000.00 HAROT 2024-2 A3 5.27 11/20/2028 1,361.42 1,361.42 05/20/2025 Coupon 36269WAD1 330,000.00 GMALT 2024-2 A3 5.39 07/20/2027 1,482.25 1,482.25 05/21/2025 Coupon 43813YAC6 575,000.00 HAROT 2024-3 A3 4.57 03/21/2029 2,189.79 2,189.79 05/21/2025 Coupon 43815GAC3 25,872.37 HAROT 2021-4 A3 0.88 01/21/2026 5.77 5.77 05/21/2025 Effective Maturity 43815GAC3 25,872.37 HAROT 2021-4 A3 0.88 01/21/2026 7,871.56 7,871.56 05/26/2025 Coupon 096919AD7 410,000.00 BMWOT 2024-A A3 5.18 02/26/2029 1,769.83 1,769.83 05/26/2025 Coupon 3137BNGT5 943,591.55 FHMS K-054 A2 2.745 01/25/2026 2,149.56 2,149.56 05/26/2025 Principal Paydown 3137BNGT5 943,591.55 FHMS K-054 A2 2.745 01/25/2026 1,890.08 1,890.08 05/26/2025 Coupon 3137BQYS0 570,000.00 FHMS K-056 A2 2.525 05/25/2026 1,199.38 1,199.38 05/26/2025 Principal Paydown 3137BQYS0 570,000.00 FHMS K-056 A2 2.525 05/25/2026 303.36 303.36 05/26/2025 Coupon 3137BXQY1 1,000,000.00 FHMS K-064 A2 3.224 03/25/2027 2,686.67 2,686.67 05/26/2025 Coupon 3137FCLD4 2,000,000.00 FHMS K-071 A2 3.286 11/25/2027 5,476.67 5,476.67 05/26/2025 Coupon 3137FETN0 1,500,000.00 FHMS K-073 A2 3.35 01/25/2028 4,187.50 4,187.50 05/26/2025 Coupon 3137FEZU7 1,200,000.00 FHMS K-076 A2 3.9 04/25/2028 3,900.00 3,900.00 05/26/2025 Coupon 3137FGR31 1,300,000.00 FHMS K-078 A2 3.854 06/25/2028 4,175.17 4,175.17 05/26/2025 Coupon 3137FJKE8 600,000.00 FHMS K-082 A2 3.92 09/25/2028 1,960.00 1,960.00 05/26/2025 Coupon 3137FLMV3 1,000,000.00 FHMS K-090 A2 3.422 02/25/2029 2,851.67 2,851.67 ATTACHMENT A Page 46 of 181
City of Brea | Account #120 | As of February 28, 2025
Execution Time: 03/04/2025 01:34:13 PM Chandler Asset Management | [email protected] | www.chandlerasset.com | 800.317.4747

CASH FLOW REPORT
Payment Date Transaction Type CUSIP Quantity Security Description Principal Amount Income Total Amount 05/26/2025 Coupon 3137H5YC5 1,500,000.00 FHMS K-748 A2 2.26 01/25/2029 2,825.00 2,825.00 May 2025 Total 76,419.97 110,920.22 187,340.19
JUNE 2025
06/02/2025 Coupon 26442CAS3 850,000.00 DUKE ENERGY CAROLINAS LLC 2.95 12/01/2026 12,537.50 12,537.50
06/02/2025 Coupon 91282CAZ4 1,350,000.00 UNITED STATES TREASURY 0.375 11/30/2025 2,531.25 2,531.25 06/02/2025 Coupon 91282CHE4 2,425,000.00 UNITED STATES TREASURY 3.625 05/31/2028 43,953.13 43,953.13 06/02/2025 Coupon 91282CJN2 625,000.00 UNITED STATES TREASURY 4.375 11/30/2028 13,671.88 13,671.88 06/02/2025 Coupon 91282CMA6 1,500,000.00 UNITED STATES TREASURY 4.125 11/30/2029 30,937.50 30,937.50 06/09/2025 Coupon 3133EPME2 850,000.00 FEDERAL FARM CREDIT BANKS FUNDING CORP

3.875 06/08/2028 16,468.75 16,468.75
06/09/2025 Coupon 89115A2C5 1,100,000.00 TORONTO-DOMINION BANK 4.108 06/08/2027 22,594.00 22,594.00 06/11/2025 Coupon 24422EXT1 500,000.00 JOHN DEERE CAPITAL CORP 4.85 06/11/2029 12,125.00 12,125.00 06/16/2025 Coupon 02582JKH2 720,000.00 AMXCA 2024-1 A 5.23 04/16/2029 3,138.00 3,138.00 06/16/2025 Coupon 05522RDJ4 460,000.00 BACCT 2024-1 A 4.93 05/15/2029 1,889.83 1,889.83 06/16/2025 Coupon 161571HT4 965,000.00 CHAIT 2023-1 A 5.16 09/15/2028 4,149.50 4,149.50 06/16/2025 Coupon 341081GT8 1,000,000.00 FLORIDA POWER & LIGHT CO 5.15 06/15/2029 25,750.00 25,750.00 06/16/2025 Coupon 362554AC1 32,440.80 GMCAR 2021-4 A3 0.68 09/16/2026 9.38 9.38 06/16/2025 Principal Paydown 362554AC1 32,440.80 GMCAR 2021-4 A3 0.68 09/16/2026 7,066.33 7,066.33 06/16/2025 Coupon 362955AD8 375,000.00 GMCAR 2025-1 A3 4.62 12/17/2029 1,443.75 1,443.75 06/16/2025 Coupon 380146AC4 37,277.11 GMCAR 2022-1 A3 1.26 11/16/2026 16.96 16.96 06/16/2025 Principal Paydown 380146AC4 37,277.11 GMCAR 2022-1 A3 1.26 11/16/2026 6,789.60 6,789.60 06/16/2025 Coupon 43815BAC4 111,665.84 HAROT 2022-1 A3 1.88 05/15/2026 85.26 85.26 06/16/2025 Principal Paydown 43815BAC4 111,665.84 HAROT 2022-1 A3 1.88 05/15/2026 18,757.47 18,757.47 06/16/2025 Coupon 47786WAD2 465,000.00 JDOT 2024-B A3 5.2 03/15/2029 2,015.00 2,015.00 06/16/2025 Coupon 47800BAC2 349,168.00 JDOT 2022-C A3 5.09 06/15/2027 1,136.34 1,136.34 06/16/2025 Principal Paydown 47800BAC2 349,168.00 JDOT 2022-C A3 5.09 06/15/2027 22,672.38 22,672.38 06/16/2025 Coupon 58770JAD6 240,000.00 MBALT 2024-A A3 5.32 01/18/2028 1,064.12 1,064.12 06/16/2025 Coupon 58773DAD6 545,000.00 MBART 2025-1 A3 4.78 12/17/2029 2,170.92 2,170.92 06/16/2025 Coupon 74340XCG4 575,000.00 PROLOGIS LP 4.875 06/15/2028 14,015.63 14,015.63 06/16/2025 Coupon 756109BS2 1,000,000.00 REALTY INCOME CORP 4.7 12/15/2028 23,500.00 23,500.00 06/16/2025 Coupon 89240JAD3 565,000.00 TAOT 25A A3 4.64 08/15/2029 2,184.67 2,184.67 ATTACHMENT A Page 47 of 181
City of Brea | Account #120 | As of February 28, 2025
Execution Time: 03/04/2025 01:34:13 PM Chandler Asset Management | [email protected] | www.chandlerasset.com | 800.317.4747

CASH FLOW REPORT
Payment Date Transaction Type CUSIP Quantity Security Description Principal Amount Income Total Amount 06/16/2025 Coupon 91324PDP4 650,000.00 UNITEDHEALTH GROUP INC 3.875 12/15/2028 12,593.75 12,593.75 06/16/2025 Coupon 92970QAE5 515,000.00 WFCIT 2024-2 A 4.29 10/15/2029 1,841.13 1,841.13 06/18/2025 Coupon 437930AC4 310,000.00 HAROT 2024-2 A3 5.27 11/20/2028 1,361.42 1,361.42 06/18/2025 Coupon 89236TJK2 995,000.00 TOYOTA MOTOR CREDIT CORP 1.125 06/18/2026 5,596.88 5,596.88
06/20/2025 Coupon 36269WAD1 330,000.00 GMALT 2024-2 A3 5.39 07/20/2027 1,482.25 1,482.25 06/23/2025 Coupon 43813YAC6 575,000.00 HAROT 2024-3 A3 4.57 03/21/2029 2,189.79 2,189.79 06/25/2025 Coupon 096919AD7 410,000.00 BMWOT 2024-A A3 5.18 02/26/2029 1,769.83 1,769.83 06/25/2025 Coupon 3137BNGT5 943,591.55 FHMS K-054 A2 2.745 01/25/2026 2,145.24 2,145.24 06/25/2025 Principal Paydown 3137BNGT5 943,591.55 FHMS K-054 A2 2.745 01/25/2026 37,476.54 37,476.54 06/25/2025 Coupon 3137BQYS0 570,000.00 FHMS K-056 A2 2.525 05/25/2026 1,198.74 1,198.74 06/25/2025 Principal Paydown 3137BQYS0 570,000.00 FHMS K-056 A2 2.525 05/25/2026 2,181.91 2,181.91 06/25/2025 Coupon 3137BXQY1 1,000,000.00 FHMS K-064 A2 3.224 03/25/2027 2,686.67 2,686.67 06/25/2025 Coupon 3137FCLD4 2,000,000.00 FHMS K-071 A2 3.286 11/25/2027 5,476.67 5,476.67 06/25/2025 Coupon 3137FETN0 1,500,000.00 FHMS K-073 A2 3.35 01/25/2028 4,187.50 4,187.50 06/25/2025 Coupon 3137FEZU7 1,200,000.00 FHMS K-076 A2 3.9 04/25/2028 3,900.00 3,900.00 06/25/2025 Coupon 3137FGR31 1,300,000.00 FHMS K-078 A2 3.854 06/25/2028 4,175.17 4,175.17 06/25/2025 Coupon 3137FJKE8 600,000.00 FHMS K-082 A2 3.92 09/25/2028 1,960.00 1,960.00 06/25/2025 Coupon 3137FLMV3 1,000,000.00 FHMS K-090 A2 3.422 02/25/2029 2,851.67 2,851.67 06/25/2025 Coupon 3137H5YC5 1,500,000.00 FHMS K-748 A2 2.26 01/25/2029 2,825.00 2,825.00 06/25/2025 Coupon 437076DC3 950,000.00 HOME DEPOT INC 4.75 06/25/2029 22,562.50 22,562.50 06/30/2025 Coupon 91282CEW7 2,250,000.00 UNITED STATES TREASURY 3.25 06/30/2027 36,562.50 36,562.50 06/30/2025 Coupon 91282CGC9 700,000.00 UNITED STATES TREASURY 3.875 12/31/2027 13,562.50 13,562.50 06/30/2025 Coupon 91282CJR3 2,100,000.00 UNITED STATES TREASURY 3.75 12/31/2028 39,375.00 39,375.00 06/30/2025 Coupon 91282CKX8 1,000,000.00 UNITED STATES TREASURY 4.25 06/30/2029 21,250.00 21,250.00 June 2025 Total 94,944.22 428,942.55 523,886.77
JULY 2025
07/14/2025 Coupon 24422EXB0 935,000.00 JOHN DEERE CAPITAL CORP 4.95 07/14/2028 23,141.25 23,141.25 07/15/2025 Coupon 02582JKH2 720,000.00 AMXCA 2024-1 A 5.23 04/16/2029 3,138.00 3,138.00 07/15/2025 Coupon 05522RDJ4 460,000.00 BACCT 2024-1 A 4.93 05/15/2029 1,889.83 1,889.83 07/15/2025 Coupon 161571HT4 965,000.00 CHAIT 2023-1 A 5.16 09/15/2028 4,149.50 4,149.50 07/15/2025 Coupon 43815BAC4 111,665.84 HAROT 2022-1 A3 1.88 05/15/2026 55.88 55.88 ATTACHMENT A Page 48 of 181
City of Brea | Account #120 | As of February 28, 2025
Execution Time: 03/04/2025 01:34:13 PM Chandler Asset Management | [email protected] | www.chandlerasset.com | 800.317.4747

CASH FLOW REPORT
Payment Date Transaction Type CUSIP Quantity Security Description Principal Amount Income Total Amount 07/15/2025 Principal Paydown 43815BAC4 111,665.84 HAROT 2022-1 A3 1.88 05/15/2026 18,268.92 18,268.92 07/15/2025 Coupon 47786WAD2 465,000.00 JDOT 2024-B A3 5.2 03/15/2029 2,015.00 2,015.00 07/15/2025 Coupon 47800BAC2 349,168.00 JDOT 2022-C A3 5.09 06/15/2027 1,040.17 1,040.17 07/15/2025 Principal Paydown 47800BAC2 349,168.00 JDOT 2022-C A3 5.09 06/15/2027 24,750.77 24,750.77 07/15/2025 Coupon 58770JAD6 240,000.00 MBALT 2024-A A3 5.32 01/18/2028 1,064.12 1,064.12 07/15/2025 Coupon 58773DAD6 545,000.00 MBART 2025-1 A3 4.78 12/17/2029 2,170.92 2,170.92 07/15/2025 Coupon 87612EBM7 535,000.00 TARGET CORP 1.95 01/15/2027 5,216.25 5,216.25 07/15/2025 Coupon 89240JAD3 565,000.00 TAOT 25A A3 4.64 08/15/2029 2,184.67 2,184.67 07/15/2025 Coupon 92970QAE5 515,000.00 WFCIT 2024-2 A 4.29 10/15/2029 1,841.13 1,841.13 07/16/2025 Coupon 362554AC1 32,440.80 GMCAR 2021-4 A3 0.68 09/16/2026 5.38 5.38 07/16/2025 Principal Paydown 362554AC1 32,440.80 GMCAR 2021-4 A3 0.68 09/16/2026 6,788.61 6,788.61 07/16/2025 Coupon 362955AD8 375,000.00 GMCAR 2025-1 A3 4.62 12/17/2029 1,443.75 1,443.75 07/16/2025 Coupon 380146AC4 37,277.11 GMCAR 2022-1 A3 1.26 11/16/2026 9.83 9.83 07/16/2025 Principal Paydown 380146AC4 37,277.11 GMCAR 2022-1 A3 1.26 11/16/2026 6,639.85 6,639.85 07/17/2025 Coupon 713448FX1 830,000.00 PEPSICO INC 4.5 07/17/2029 18,675.00 18,675.00 07/18/2025 Coupon 437930AC4 310,000.00 HAROT 2024-2 A3 5.27 11/20/2028 1,361.42 1,361.42 07/21/2025 Coupon 36269WAD1 330,000.00 GMALT 2024-2 A3 5.39 07/20/2027 1,482.25 1,482.25 07/21/2025 Coupon 43813YAC6 575,000.00 HAROT 2024-3 A3 4.57 03/21/2029 2,189.79 2,189.79 07/23/2025 Coupon 46647PAM8 1,000,000.00 JPMORGAN CHASE & CO 3.509 01/23/2029 17,545.00 17,545.00 07/25/2025 Coupon 096919AD7 410,000.00 BMWOT 2024-A A3 5.18 02/26/2029 1,769.83 1,769.83 07/25/2025 Coupon 3137BNGT5 943,591.55 FHMS K-054 A2 2.745 01/25/2026 2,059.51 2,059.51 07/25/2025 Principal Paydown 3137BNGT5 943,591.55 FHMS K-054 A2 2.745 01/25/2026 20,138.84 20,138.84 07/25/2025 Coupon 3137BQYS0 570,000.00 FHMS K-056 A2 2.525 05/25/2026 1,194.15 1,194.15 07/25/2025 Principal Paydown 3137BQYS0 570,000.00 FHMS K-056 A2 2.525 05/25/2026 15,940.09 15,940.09 07/25/2025 Coupon 3137BXQY1 1,000,000.00 FHMS K-064 A2 3.224 03/25/2027 2,686.67 2,686.67 07/25/2025 Coupon 3137FCLD4 2,000,000.00 FHMS K-071 A2 3.286 11/25/2027 5,476.67 5,476.67 07/25/2025 Coupon 3137FETN0 1,500,000.00 FHMS K-073 A2 3.35 01/25/2028 4,187.50 4,187.50 07/25/2025 Coupon 3137FEZU7 1,200,000.00 FHMS K-076 A2 3.9 04/25/2028 3,900.00 3,900.00 07/25/2025 Coupon 3137FGR31 1,300,000.00 FHMS K-078 A2 3.854 06/25/2028 4,175.17 4,175.17 07/25/2025 Coupon 3137FJKE8 600,000.00 FHMS K-082 A2 3.92 09/25/2028 1,960.00 1,960.00 07/25/2025 Coupon 3137FLMV3 1,000,000.00 FHMS K-090 A2 3.422 02/25/2029 2,851.67 2,851.67 07/25/2025 Coupon 3137H5YC5 1,500,000.00 FHMS K-748 A2 2.26 01/25/2029 2,825.00 2,825.00 ATTACHMENT A Page 49 of 181
City of Brea | Account #120 | As of February 28, 2025
Execution Time: 03/04/2025 01:34:13 PM Chandler Asset Management | [email protected] | www.chandlerasset.com | 800.317.4747

CASH FLOW REPORT
Payment Date Transaction Type CUSIP Quantity Security Description Principal Amount Income Total Amount 07/31/2025 Coupon 91282CFB2 600,000.00 UNITED STATES TREASURY 2.75 07/31/2027 8,250.00 8,250.00 07/31/2025 Coupon 91282CGH8 2,500,000.00 UNITED STATES TREASURY 3.5 01/31/2028 43,750.00 43,750.00 07/31/2025 Coupon 91282CJW2 1,500,000.00 UNITED STATES TREASURY 4.0 01/31/2029 30,000.00 30,000.00 07/31/2025 Coupon 91282CMG3 1,000,000.00 UNITED STATES TREASURY 4.25 01/31/2030 21,250.00 21,250.00 July 2025 Total 92,527.08 226,955.29 319,482.37
AUGUST 2025
08/01/2025 Coupon 13063EGT7 965,000.00 CALIFORNIA STATE 4.5 08/01/2029 21,712.50 21,712.50 08/01/2025 Coupon 78016HZS2 650,000.00 ROYAL BANK OF CANADA 5.2 08/01/2028 16,900.00 16,900.00 08/07/2025 Coupon 63743HFX5 720,000.00 NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORP 4.95 02/07/2030 17,820.00 17,820.00
08/15/2025 Coupon 02582JKH2 720,000.00 AMXCA 2024-1 A 5.23 04/16/2029 3,138.00 3,138.00 08/15/2025 Coupon 05522RDJ4 460,000.00 BACCT 2024-1 A 4.93 05/15/2029 1,889.83 1,889.83 08/15/2025 Coupon 161571HT4 965,000.00 CHAIT 2023-1 A 5.16 09/15/2028 4,149.50 4,149.50 08/15/2025 Coupon 171239AL0 505,000.00 CHUBB INA HOLDINGS LLC 4.65 08/15/2029 11,741.25 11,741.25 08/15/2025 Coupon 30303M8S4 532,000.00 META PLATFORMS INC 4.3 08/15/2029 11,438.00 11,438.00 08/15/2025 Coupon 43815BAC4 111,665.84 HAROT 2022-1 A3 1.88 05/15/2026 27.26 27.26 08/15/2025 Effective Maturity 43815BAC4 111,665.84 HAROT 2022-1 A3 1.88 05/15/2026 17,396.78 17,396.78 08/15/2025 Coupon 47786WAD2 465,000.00 JDOT 2024-B A3 5.2 03/15/2029 2,015.00 2,015.00 08/15/2025 Coupon 47800BAC2 349,168.00 JDOT 2022-C A3 5.09 06/15/2027 935.19 935.19 08/15/2025 Principal Paydown 47800BAC2 349,168.00 JDOT 2022-C A3 5.09 06/15/2027 23,901.93 23,901.93 08/15/2025 Coupon 58770JAD6 240,000.00 MBALT 2024-A A3 5.32 01/18/2028 1,064.12 1,064.12 08/15/2025 Coupon 58773DAD6 545,000.00 MBART 2025-1 A3 4.78 12/17/2029 2,170.92 2,170.92 08/15/2025 Coupon 89240JAD3 565,000.00 TAOT 25A A3 4.64 08/15/2029 2,184.67 2,184.67 08/15/2025 Coupon 92970QAE5 515,000.00 WFCIT 2024-2 A 4.29 10/15/2029 1,841.13 1,841.13 08/18/2025 Coupon 362554AC1 32,440.80 GMCAR 2021-4 A3 0.68 09/16/2026 1.53 1.53 08/18/2025 Effective Maturity 362554AC1 32,440.80 GMCAR 2021-4 A3 0.68 09/16/2026 2,705.58 2,705.58 08/18/2025 Coupon 362955AD8 375,000.00 GMCAR 2025-1 A3 4.62 12/17/2029 1,443.75 1,443.75 08/18/2025 Coupon 380146AC4 37,277.11 GMCAR 2022-1 A3 1.26 11/16/2026 2.86 2.86 08/18/2025 Effective Maturity 380146AC4 37,277.11 GMCAR 2022-1 A3 1.26 11/16/2026 2,721.02 2,721.02 08/18/2025 Coupon 437930AC4 310,000.00 HAROT 2024-2 A3 5.27 11/20/2028 1,361.42 1,361.42 08/20/2025 Coupon 36269WAD1 330,000.00 GMALT 2024-2 A3 5.39 07/20/2027 1,482.25 1,482.25 08/21/2025 Coupon 43813YAC6 575,000.00 HAROT 2024-3 A3 4.57 03/21/2029 2,189.79 2,189.79 ATTACHMENT A Page 50 of 181
City of Brea | Account #120 | As of February 28, 2025
Execution Time: 03/04/2025 01:34:13 PM Chandler Asset Management | [email protected] | www.chandlerasset.com | 800.317.4747

CASH FLOW REPORT
Payment Date Transaction Type CUSIP Quantity Security Description Principal Amount Income Total Amount 08/25/2025 Coupon 096919AD7 410,000.00 BMWOT 2024-A A3 5.18 02/26/2029 1,769.83 1,769.83 08/25/2025 Coupon 3135G05X7 1,400,000.00 FEDERAL NATIONAL MORTGAGE ASSOCIATION

0.375 08/25/2025 2,625.00 2,625.00
08/25/2025 Final Maturity 3135G05X7 1,400,000.00 FEDERAL NATIONAL MORTGAGE ASSOCIATION

0.375 08/25/2025 1,400,000.00 1,400,000.00
08/25/2025 Coupon 3137BNGT5 943,591.55 FHMS K-054 A2 2.745 01/25/2026 2,013.45 2,013.45 08/25/2025 Principal Paydown 3137BNGT5 943,591.55 FHMS K-054 A2 2.745 01/25/2026 1,709.98 1,709.98 08/25/2025 Coupon 3137BQYS0 570,000.00 FHMS K-056 A2 2.525 05/25/2026 1,160.61 1,160.61 08/25/2025 Principal Paydown 3137BQYS0 570,000.00 FHMS K-056 A2 2.525 05/25/2026 1,099.15 1,099.15 08/25/2025 Coupon 3137BXQY1 1,000,000.00 FHMS K-064 A2 3.224 03/25/2027 2,686.67 2,686.67 08/25/2025 Coupon 3137FCLD4 2,000,000.00 FHMS K-071 A2 3.286 11/25/2027 5,476.67 5,476.67 08/25/2025 Coupon 3137FETN0 1,500,000.00 FHMS K-073 A2 3.35 01/25/2028 4,187.50 4,187.50 08/25/2025 Coupon 3137FEZU7 1,200,000.00 FHMS K-076 A2 3.9 04/25/2028 3,900.00 3,900.00 08/25/2025 Coupon 3137FGR31 1,300,000.00 FHMS K-078 A2 3.854 06/25/2028 4,175.17 4,175.17 08/25/2025 Coupon 3137FJKE8 600,000.00 FHMS K-082 A2 3.92 09/25/2028 1,960.00 1,960.00 08/25/2025 Coupon 3137FLMV3 1,000,000.00 FHMS K-090 A2 3.422 02/25/2029 2,851.67 2,851.67 08/25/2025 Coupon 3137H5YC5 1,500,000.00 FHMS K-748 A2 2.26 01/25/2029 2,825.00 2,825.00 08/26/2025 Coupon 17275RBR2 490,000.00 CISCO SYSTEMS INC 4.85 02/26/2029 11,882.50 11,882.50 08/27/2025 Coupon 14913UAJ9 1,000,000.00 CATERPILLAR FINANCIAL SERVICES CORP 4.85 02/27/2029 24,250.00 24,250.00
August 2025 Total 1,449,534.43 177,273.01 1,626,807.44
SEPTEMBER 2025
09/02/2025 Coupon 74456QBX3 1,200,000.00 PUBLIC SERVICE ELECTRIC AND GAS CO 3.65 09/01/2028 21,900.00 21,900.00
09/02/2025 Coupon 91282CCW9 480,000.00 UNITED STATES TREASURY 0.75 08/31/2026 1,800.00 1,800.00 09/02/2025 Coupon 91282CFH9 1,950,000.00 UNITED STATES TREASURY 3.125 08/31/2027 30,468.75 30,468.75 09/02/2025 Coupon 91282CGP0 2,500,000.00 UNITED STATES TREASURY 4.0 02/29/2028 50,000.00 50,000.00 09/02/2025 Coupon 91282CHX2 400,000.00 UNITED STATES TREASURY 4.375 08/31/2028 8,750.00 8,750.00 09/02/2025 Coupon 91282CLK5 2,000,000.00 UNITED STATES TREASURY 3.625 08/31/2029 36,250.00 36,250.00 09/03/2025 Coupon 808513BY0 750,000.00 CHARLES SCHWAB CORP 2.45 03/03/2027 9,187.50 9,187.50 09/05/2025 Coupon 02665WFY2 795,000.00 AMERICAN HONDA FINANCE CORP 4.8 03/05/2030 19,080.00 19,080.00
ATTACHMENT A Page 51 of 181
City of Brea | Account #120 | As of February 28, 2025
Execution Time: 03/04/2025 01:34:13 PM Chandler Asset Management | [email protected] | www.chandlerasset.com | 800.317.4747

CASH FLOW REPORT
Payment Date Transaction Type CUSIP Quantity Security Description Principal Amount Income Total Amount 09/08/2025 Coupon 3130AWTR1 2,000,000.00 FEDERAL HOME LOAN BANKS 4.375 09/08/2028 43,750.00 43,750.00
09/09/2025 Coupon 57636QAW4 595,000.00 MASTERCARD INC 4.875 03/09/2028 14,503.13 14,503.13 09/11/2025 Coupon 037833DN7 450,000.00 APPLE INC 2.05 09/11/2026 4,612.50 4,612.50 09/15/2025 Coupon 02582JKH2 720,000.00 AMXCA 2024-1 A 5.23 04/16/2029 3,138.00 3,138.00 09/15/2025 Coupon 05522RDJ4 460,000.00 BACCT 2024-1 A 4.93 05/15/2029 1,889.83 1,889.83 09/15/2025 Coupon 06368FAC3 500,000.00 BANK OF MONTREAL 1.25 09/15/2026 3,125.00 3,125.00 09/15/2025 Coupon 084664CZ2 1,080,000.00 BERKSHIRE HATHAWAY FINANCE CORP 2.3 03/15/2027 12,420.00 12,420.00
09/15/2025 Coupon 161571HT4 965,000.00 CHAIT 2023-1 A 5.16 09/15/2028 4,149.50 4,149.50 09/15/2025 Coupon 47786WAD2 465,000.00 JDOT 2024-B A3 5.2 03/15/2029 2,015.00 2,015.00 09/15/2025 Coupon 47800BAC2 349,168.00 JDOT 2022-C A3 5.09 06/15/2027 833.80 833.80 09/15/2025 Principal Paydown 47800BAC2 349,168.00 JDOT 2022-C A3 5.09 06/15/2027 20,555.59 20,555.59 09/15/2025 Coupon 58770JAD6 240,000.00 MBALT 2024-A A3 5.32 01/18/2028 1,064.12 1,064.12 09/15/2025 Coupon 58773DAD6 545,000.00 MBART 2025-1 A3 4.78 12/17/2029 2,170.92 2,170.92 09/15/2025 Coupon 74340XBX8 500,000.00 PROLOGIS LP 4.0 09/15/2028 10,000.00 10,000.00 09/15/2025 Coupon 89240JAD3 565,000.00 TAOT 25A A3 4.64 08/15/2029 2,184.67 2,184.67 09/15/2025 Coupon 92970QAE5 515,000.00 WFCIT 2024-2 A 4.29 10/15/2029 1,841.13 1,841.13 09/16/2025 Coupon 362955AD8 375,000.00 GMCAR 2025-1 A3 4.62 12/17/2029 1,443.75 1,443.75 09/17/2025 Coupon 931142ER0 235,000.00 WALMART INC 1.05 09/17/2026 1,233.75 1,233.75 09/18/2025 Coupon 437930AC4 310,000.00 HAROT 2024-2 A3 5.27 11/20/2028 1,361.42 1,361.42 09/22/2025 Coupon 36269WAD1 330,000.00 GMALT 2024-2 A3 5.39 07/20/2027 1,482.25 1,482.25 09/22/2025 Coupon 43813YAC6 575,000.00 HAROT 2024-3 A3 4.57 03/21/2029 2,189.79 2,189.79 09/23/2025 Coupon 3137EAEX3 1,805,000.00 FEDERAL HOME LOAN MORTGAGE CORP 0.375 09/23/2025 3,384.38 3,384.38
09/23/2025 Final Maturity 3137EAEX3 1,805,000.00 FEDERAL HOME LOAN MORTGAGE CORP 0.375 09/23/2025 1,805,000.00 1,805,000.00
09/25/2025 Coupon 096919AD7 410,000.00 BMWOT 2024-A A3 5.18 02/26/2029 1,769.83 1,769.83 09/25/2025 Coupon 3137BNGT5 943,591.55 FHMS K-054 A2 2.745 01/25/2026 2,009.53 2,009.53 09/25/2025 Principal Paydown 3137BNGT5 943,591.55 FHMS K-054 A2 2.745 01/25/2026 1,712.38 1,712.38 09/25/2025 Coupon 3137BQYS0 570,000.00 FHMS K-056 A2 2.525 05/25/2026 1,158.29 1,158.29 09/25/2025 Principal Paydown 3137BQYS0 570,000.00 FHMS K-056 A2 2.525 05/25/2026 5,196.13 5,196.13 ATTACHMENT A Page 52 of 181
City of Brea | Account #120 | As of February 28, 2025
Execution Time: 03/04/2025 01:34:13 PM Chandler Asset Management | [email protected] | www.chandlerasset.com | 800.317.4747

CASH FLOW REPORT
Payment Date Transaction Type CUSIP Quantity Security Description Principal Amount Income Total Amount 09/25/2025 Coupon 3137BXQY1 1,000,000.00 FHMS K-064 A2 3.224 03/25/2027 2,686.67 2,686.67 09/25/2025 Coupon 3137FCLD4 2,000,000.00 FHMS K-071 A2 3.286 11/25/2027 5,476.67 5,476.67 09/25/2025 Coupon 3137FETN0 1,500,000.00 FHMS K-073 A2 3.35 01/25/2028 4,187.50 4,187.50 09/25/2025 Coupon 3137FEZU7 1,200,000.00 FHMS K-076 A2 3.9 04/25/2028 3,900.00 3,900.00 09/25/2025 Coupon 3137FGR31 1,300,000.00 FHMS K-078 A2 3.854 06/25/2028 4,175.17 4,175.17 09/25/2025 Coupon 3137FJKE8 600,000.00 FHMS K-082 A2 3.92 09/25/2028 1,960.00 1,960.00 09/25/2025 Coupon 3137FLMV3 1,000,000.00 FHMS K-090 A2 3.422 02/25/2029 2,851.67 2,851.67 09/25/2025 Coupon 3137H5YC5 1,500,000.00 FHMS K-748 A2 2.26 01/25/2029 2,825.00 2,825.00 09/26/2025 Coupon 69371RT48 1,100,000.00 PACCAR FINANCIAL CORP 4.0 09/26/2029 22,000.00 22,000.00 09/30/2025 Coupon 91282CAM3 1,600,000.00 UNITED STATES TREASURY 0.25 09/30/2025 2,000.00 2,000.00 09/30/2025 Final Maturity 91282CAM3 1,600,000.00 UNITED STATES TREASURY 0.25 09/30/2025 1,600,000.00 1,600,000.00 09/30/2025 Coupon 91282CCZ2 2,820,000.00 UNITED STATES TREASURY 0.875 09/30/2026 12,337.50 12,337.50 09/30/2025 Coupon 91282CKG5 2,300,000.00 UNITED STATES TREASURY 4.125 03/31/2029 47,437.50 47,437.50 09/30/2025 Coupon 91282CLN9 1,000,000.00 UNITED STATES TREASURY 3.5 09/30/2029 17,500.00 17,500.00 September 2025
Total 3,432,464.09 430,504.51 3,862,968.60
OCTOBER 2025
10/15/2025 Coupon 02582JKH2 720,000.00 AMXCA 2024-1 A 5.23 04/16/2029 3,138.00 3,138.00 10/15/2025 Coupon 05522RDJ4 460,000.00 BACCT 2024-1 A 4.93 05/15/2029 1,889.83 1,889.83 10/15/2025 Coupon 161571HT4 965,000.00 CHAIT 2023-1 A 5.16 09/15/2028 4,149.50 4,149.50 10/15/2025 Coupon 47786WAD2 465,000.00 JDOT 2024-B A3 5.2 03/15/2029 2,015.00 2,015.00 10/15/2025 Coupon 47800BAC2 349,168.00 JDOT 2022-C A3 5.09 06/15/2027 746.61 746.61 10/15/2025 Principal Paydown 47800BAC2 349,168.00 JDOT 2022-C A3 5.09 06/15/2027 15,346.06 15,346.06 10/15/2025 Coupon 58770JAD6 240,000.00 MBALT 2024-A A3 5.32 01/18/2028 1,064.12 1,064.12 10/15/2025 Coupon 58773DAD6 545,000.00 MBART 2025-1 A3 4.78 12/17/2029 2,170.92 2,170.92 10/15/2025 Coupon 89240JAD3 565,000.00 TAOT 25A A3 4.64 08/15/2029 2,184.67 2,184.67 10/15/2025 Coupon 92970QAE5 515,000.00 WFCIT 2024-2 A 4.29 10/15/2029 1,841.13 1,841.13 10/16/2025 Coupon 362955AD8 375,000.00 GMCAR 2025-1 A3 4.62 12/17/2029 1,443.75 1,443.75 10/16/2025 Coupon 459058LN1 1,000,000.00 INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPM 3.875 10/16/2029 19,375.00 19,375.00
10/20/2025 Coupon 36269WAD1 330,000.00 GMALT 2024-2 A3 5.39 07/20/2027 1,482.25 1,482.25 10/20/2025 Coupon 437930AC4 310,000.00 HAROT 2024-2 A3 5.27 11/20/2028 1,361.42 1,361.42 ATTACHMENT A Page 53 of 181
City of Brea | Account #120 | As of February 28, 2025
Execution Time: 03/04/2025 01:34:13 PM Chandler Asset Management | [email protected] | www.chandlerasset.com | 800.317.4747

CASH FLOW REPORT
Payment Date Transaction Type CUSIP Quantity Security Description Principal Amount Income Total Amount 10/20/2025 Coupon 4581X0DV7 1,915,000.00 INTER-AMERICAN DEVELOPMENT BANK 0.875 04/20/2026 8,378.13 8,378.13
10/20/2025 Coupon 61747YER2 750,000.00 MORGAN STANLEY 4.21 04/20/2028 15,787.50 15,787.50 10/21/2025 Coupon 43813YAC6 575,000.00 HAROT 2024-3 A3 4.57 03/21/2029 2,189.79 2,189.79 10/27/2025 Coupon 096919AD7 410,000.00 BMWOT 2024-A A3 5.18 02/26/2029 1,769.83 1,769.83 10/27/2025 Coupon 3133EPGW9 1,250,000.00 FEDERAL FARM CREDIT BANKS FUNDING CORP

3.875 04/25/2028 24,218.75 24,218.75
10/27/2025 Coupon 3137BNGT5 943,591.55 FHMS K-054 A2 2.745 01/25/2026 2,005.62 2,005.62 10/27/2025 Principal Paydown 3137BNGT5 943,591.55 FHMS K-054 A2 2.745 01/25/2026 34,950.93 34,950.93 10/27/2025 Coupon 3137BQYS0 570,000.00 FHMS K-056 A2 2.525 05/25/2026 1,147.36 1,147.36 10/27/2025 Principal Paydown 3137BQYS0 570,000.00 FHMS K-056 A2 2.525 05/25/2026 13,618.79 13,618.79 10/27/2025 Coupon 3137BXQY1 1,000,000.00 FHMS K-064 A2 3.224 03/25/2027 2,686.67 2,686.67 10/27/2025 Coupon 3137FCLD4 2,000,000.00 FHMS K-071 A2 3.286 11/25/2027 5,476.67 5,476.67 10/27/2025 Coupon 3137FETN0 1,500,000.00 FHMS K-073 A2 3.35 01/25/2028 4,187.50 4,187.50 10/27/2025 Coupon 3137FEZU7 1,200,000.00 FHMS K-076 A2 3.9 04/25/2028 3,900.00 3,900.00 10/27/2025 Coupon 3137FGR31 1,300,000.00 FHMS K-078 A2 3.854 06/25/2028 4,175.17 4,175.17 10/27/2025 Coupon 3137FJKE8 600,000.00 FHMS K-082 A2 3.92 09/25/2028 1,960.00 1,960.00 10/27/2025 Coupon 3137FLMV3 1,000,000.00 FHMS K-090 A2 3.422 02/25/2029 2,851.67 2,851.67 10/27/2025 Coupon 3137H5YC5 1,500,000.00 FHMS K-748 A2 2.26 01/25/2029 2,825.00 2,825.00 10/28/2025 Coupon 459058JL8 945,000.00 INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPM 0.5 10/28/2025 2,362.50 2,362.50
10/28/2025 Final Maturity 459058JL8 945,000.00 INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPM 0.5 10/28/2025 945,000.00 945,000.00
10/31/2025 Coupon 91282CAT8 1,900,000.00 UNITED STATES TREASURY 0.25 10/31/2025 2,375.00 2,375.00 10/31/2025 Final Maturity 91282CAT8 1,900,000.00 UNITED STATES TREASURY 0.25 10/31/2025 1,900,000.00 1,900,000.00 10/31/2025 Coupon 91282CJF9 600,000.00 UNITED STATES TREASURY 4.875 10/31/2028 14,625.00 14,625.00 10/31/2025 Coupon 91282CKP5 2,150,000.00 UNITED STATES TREASURY 4.625 04/30/2029 49,718.75 49,718.75 October 2025
Total 2,908,915.78 195,503.09 3,104,418.87
NOVEMBER 2025
11/07/2025 Coupon 3135G06G3 1,825,000.00 FEDERAL NATIONAL MORTGAGE ASSOCIATION

CASH FLOW REPORT
Payment Date Transaction Type CUSIP Quantity Security Description Principal Amount Income Total Amount 11/07/2025 Final Maturity 3135G06G3 1,825,000.00 FEDERAL NATIONAL MORTGAGE ASSOCIATION

0.5 11/07/2025 1,825,000.00 1,825,000.00
11/10/2025 Coupon 665859AW4 430,000.00 NORTHERN TRUST CORP 4.0 05/10/2027 8,600.00 8,600.00 11/12/2025 Coupon 023135BX3 1,455,000.00 AMAZON.COM INC 1.0 05/12/2026 7,275.00 7,275.00 11/17/2025 Coupon 02582JKH2 720,000.00 AMXCA 2024-1 A 5.23 04/16/2029 3,138.00 3,138.00 11/17/2025 Coupon 05522RDJ4 460,000.00 BACCT 2024-1 A 4.93 05/15/2029 1,889.83 1,889.83 11/17/2025 Coupon 161571HT4 965,000.00 CHAIT 2023-1 A 5.16 09/15/2028 4,149.50 4,149.50 11/17/2025 Coupon 362955AD8 375,000.00 GMCAR 2025-1 A3 4.62 12/17/2029 1,443.75 1,443.75 11/17/2025 Coupon 47786WAD2 465,000.00 JDOT 2024-B A3 5.2 03/15/2029 2,015.00 2,015.00 11/17/2025 Coupon 47800BAC2 349,168.00 JDOT 2022-C A3 5.09 06/15/2027 681.52 681.52 11/17/2025 Principal Paydown 47800BAC2 349,168.00 JDOT 2022-C A3 5.09 06/15/2027 16,818.19 16,818.19 11/17/2025 Coupon 58770JAD6 240,000.00 MBALT 2024-A A3 5.32 01/18/2028 1,064.12 1,064.12 11/17/2025 Coupon 58773DAD6 545,000.00 MBART 2025-1 A3 4.78 12/17/2029 2,170.92 2,170.92 11/17/2025 Coupon 89236TMF9 500,000.00 TOYOTA MOTOR CREDIT CORP 5.05 05/16/2029 12,625.00 12,625.00 11/17/2025 Coupon 89240JAD3 565,000.00 TAOT 25A A3 4.64 08/15/2029 2,184.67 2,184.67 11/17/2025 Coupon 91324PEC2 240,000.00 UNITEDHEALTH GROUP INC 1.15 05/15/2026 1,380.00 1,380.00 11/17/2025 Coupon 91324PEG3 430,000.00 UNITEDHEALTH GROUP INC 3.7 05/15/2027 7,955.00 7,955.00 11/17/2025 Coupon 92970QAE5 515,000.00 WFCIT 2024-2 A 4.29 10/15/2029 1,841.13 1,841.13 11/18/2025 Coupon 22160KAM7 600,000.00 COSTCO WHOLESALE CORP 3.0 05/18/2027 9,000.00 9,000.00 11/18/2025 Coupon 437930AC4 310,000.00 HAROT 2024-2 A3 5.27 11/20/2028 1,361.42 1,361.42 11/20/2025 Coupon 36269WAD1 330,000.00 GMALT 2024-2 A3 5.39 07/20/2027 1,482.25 1,482.25 11/20/2025 Principal Paydown 36269WAD1 330,000.00 GMALT 2024-2 A3 5.39 07/20/2027 14,539.85 14,539.85 11/21/2025 Coupon 43813YAC6 575,000.00 HAROT 2024-3 A3 4.57 03/21/2029 2,189.79 2,189.79 11/25/2025 Coupon 096919AD7 410,000.00 BMWOT 2024-A A3 5.18 02/26/2029 1,769.83 1,769.83 11/25/2025 Coupon 3137BNGT5 943,591.55 FHMS K-054 A2 2.745 01/25/2026 1,925.67 1,925.67 11/25/2025 Principal Paydown 3137BNGT5 943,591.55 FHMS K-054 A2 2.745 01/25/2026 36,367.00 36,367.00 11/25/2025 Coupon 3137BQYS0 570,000.00 FHMS K-056 A2 2.525 05/25/2026 1,118.70 1,118.70 11/25/2025 Principal Paydown 3137BQYS0 570,000.00 FHMS K-056 A2 2.525 05/25/2026 23,267.11 23,267.11 11/25/2025 Coupon 3137BXQY1 1,000,000.00 FHMS K-064 A2 3.224 03/25/2027 2,686.67 2,686.67 11/25/2025 Coupon 3137FCLD4 2,000,000.00 FHMS K-071 A2 3.286 11/25/2027 5,476.67 5,476.67 11/25/2025 Coupon 3137FETN0 1,500,000.00 FHMS K-073 A2 3.35 01/25/2028 4,187.50 4,187.50 11/25/2025 Coupon 3137FEZU7 1,200,000.00 FHMS K-076 A2 3.9 04/25/2028 3,900.00 3,900.00 ATTACHMENT A Page 55 of 181
City of Brea | Account #120 | As of February 28, 2025
Execution Time: 03/04/2025 01:34:13 PM Chandler Asset Management | [email protected] | www.chandlerasset.com | 800.317.4747

CASH FLOW REPORT
Payment Date Transaction Type CUSIP Quantity Security Description Principal Amount Income Total Amount 11/25/2025 Coupon 3137FGR31 1,300,000.00 FHMS K-078 A2 3.854 06/25/2028 4,175.17 4,175.17 11/25/2025 Coupon 3137FJKE8 600,000.00 FHMS K-082 A2 3.92 09/25/2028 1,960.00 1,960.00 11/25/2025 Coupon 3137FLMV3 1,000,000.00 FHMS K-090 A2 3.422 02/25/2029 2,851.67 2,851.67 11/25/2025 Coupon 3137H5YC5 1,500,000.00 FHMS K-748 A2 2.26 01/25/2029 2,825.00 2,825.00 November 2025
Total 1,915,992.16 109,886.27 2,025,878.42
DECEMBER 2025
12/01/2025 Coupon 26442CAS3 850,000.00 DUKE ENERGY CAROLINAS LLC 2.95 12/01/2026 12,537.50 12,537.50
12/01/2025 Coupon 91282CAZ4 1,350,000.00 UNITED STATES TREASURY 0.375 11/30/2025 2,531.25 2,531.25 12/01/2025 Final Maturity 91282CAZ4 1,350,000.00 UNITED STATES TREASURY 0.375 11/30/2025 1,350,000.00 1,350,000.00 12/01/2025 Coupon 91282CHE4 2,425,000.00 UNITED STATES TREASURY 3.625 05/31/2028 43,953.13 43,953.13 12/01/2025 Coupon 91282CJN2 625,000.00 UNITED STATES TREASURY 4.375 11/30/2028 13,671.88 13,671.88 12/01/2025 Coupon 91282CMA6 1,500,000.00 UNITED STATES TREASURY 4.125 11/30/2029 30,937.50 30,937.50 12/08/2025 Coupon 3133EPME2 850,000.00 FEDERAL FARM CREDIT BANKS FUNDING CORP

3.875 06/08/2028 16,468.75 16,468.75
12/08/2025 Coupon 89115A2C5 1,100,000.00 TORONTO-DOMINION BANK 4.108 06/08/2027 22,594.00 22,594.00 12/11/2025 Coupon 24422EXT1 500,000.00 JOHN DEERE CAPITAL CORP 4.85 06/11/2029 12,125.00 12,125.00 12/15/2025 Coupon 02582JKH2 720,000.00 AMXCA 2024-1 A 5.23 04/16/2029 3,138.00 3,138.00 12/15/2025 Coupon 05522RDJ4 460,000.00 BACCT 2024-1 A 4.93 05/15/2029 1,889.83 1,889.83 12/15/2025 Coupon 161571HT4 965,000.00 CHAIT 2023-1 A 5.16 09/15/2028 4,149.50 4,149.50 12/15/2025 Coupon 341081GT8 1,000,000.00 FLORIDA POWER & LIGHT CO 5.15 06/15/2029 25,750.00 25,750.00 12/15/2025 Coupon 47786WAD2 465,000.00 JDOT 2024-B A3 5.2 03/15/2029 2,015.00 2,015.00 12/15/2025 Coupon 47800BAC2 349,168.00 JDOT 2022-C A3 5.09 06/15/2027 610.18 610.18 12/15/2025 Principal Paydown 47800BAC2 349,168.00 JDOT 2022-C A3 5.09 06/15/2027 13,681.03 13,681.03 12/15/2025 Coupon 58770JAD6 240,000.00 MBALT 2024-A A3 5.32 01/18/2028 1,064.12 1,064.12 12/15/2025 Coupon 58773DAD6 545,000.00 MBART 2025-1 A3 4.78 12/17/2029 2,170.92 2,170.92 12/15/2025 Coupon 74340XCG4 575,000.00 PROLOGIS LP 4.875 06/15/2028 14,015.63 14,015.63 12/15/2025 Coupon 756109BS2 1,000,000.00 REALTY INCOME CORP 4.7 12/15/2028 23,500.00 23,500.00 12/15/2025 Coupon 89240JAD3 565,000.00 TAOT 25A A3 4.64 08/15/2029 2,184.67 2,184.67 12/15/2025 Coupon 91324PDP4 650,000.00 UNITEDHEALTH GROUP INC 3.875 12/15/2028 12,593.75 12,593.75 12/15/2025 Coupon 92970QAE5 515,000.00 WFCIT 2024-2 A 4.29 10/15/2029 1,841.13 1,841.13 ATTACHMENT A Page 56 of 181
City of Brea | Account #120 | As of February 28, 2025
Execution Time: 03/04/2025 01:34:13 PM Chandler Asset Management | [email protected] | www.chandlerasset.com | 800.317.4747

CASH FLOW REPORT
Payment Date Transaction Type CUSIP Quantity Security Description Principal Amount Income Total Amount 12/16/2025 Coupon 362955AD8 375,000.00 GMCAR 2025-1 A3 4.62 12/17/2029 1,443.75 1,443.75 12/18/2025 Coupon 437930AC4 310,000.00 HAROT 2024-2 A3 5.27 11/20/2028 1,361.42 1,361.42 12/18/2025 Coupon 89236TJK2 995,000.00 TOYOTA MOTOR CREDIT CORP 1.125 06/18/2026 5,596.88 5,596.88
12/22/2025 Coupon 36269WAD1 330,000.00 GMALT 2024-2 A3 5.39 07/20/2027 1,416.94 1,416.94 12/22/2025 Principal Paydown 36269WAD1 330,000.00 GMALT 2024-2 A3 5.39 07/20/2027 34,497.67 34,497.67 12/22/2025 Coupon 43813YAC6 575,000.00 HAROT 2024-3 A3 4.57 03/21/2029 2,189.79 2,189.79 12/25/2025 Coupon 096919AD7 410,000.00 BMWOT 2024-A A3 5.18 02/26/2029 1,769.83 1,769.83 12/25/2025 Coupon 3137BNGT5 943,591.55 FHMS K-054 A2 2.745 01/25/2026 1,842.48 1,842.48 12/25/2025 Principal Paydown 3137BNGT5 943,591.55 FHMS K-054 A2 2.745 01/25/2026 229,665.64 229,665.64 12/25/2025 Coupon 3137BQYS0 570,000.00 FHMS K-056 A2 2.525 05/25/2026 1,069.74 1,069.74 12/25/2025 Principal Paydown 3137BQYS0 570,000.00 FHMS K-056 A2 2.525 05/25/2026 27,061.86 27,061.86 12/25/2025 Coupon 3137BXQY1 1,000,000.00 FHMS K-064 A2 3.224 03/25/2027 2,686.67 2,686.67 12/25/2025 Coupon 3137FCLD4 2,000,000.00 FHMS K-071 A2 3.286 11/25/2027 5,476.67 5,476.67 12/25/2025 Coupon 3137FETN0 1,500,000.00 FHMS K-073 A2 3.35 01/25/2028 4,187.50 4,187.50 12/25/2025 Coupon 3137FEZU7 1,200,000.00 FHMS K-076 A2 3.9 04/25/2028 3,900.00 3,900.00 12/25/2025 Coupon 3137FGR31 1,300,000.00 FHMS K-078 A2 3.854 06/25/2028 4,175.17 4,175.17 12/25/2025 Coupon 3137FJKE8 600,000.00 FHMS K-082 A2 3.92 09/25/2028 1,960.00 1,960.00 12/25/2025 Coupon 3137FLMV3 1,000,000.00 FHMS K-090 A2 3.422 02/25/2029 2,851.67 2,851.67 12/25/2025 Coupon 3137H5YC5 1,500,000.00 FHMS K-748 A2 2.26 01/25/2029 2,825.00 2,825.00 12/26/2025 Coupon 437076DC3 950,000.00 HOME DEPOT INC 4.75 06/25/2029 22,562.50 22,562.50 12/31/2025 Coupon 91282CEW7 2,250,000.00 UNITED STATES TREASURY 3.25 06/30/2027 36,562.50 36,562.50 12/31/2025 Coupon 91282CGC9 700,000.00 UNITED STATES TREASURY 3.875 12/31/2027 13,562.50 13,562.50 12/31/2025 Coupon 91282CJR3 2,100,000.00 UNITED STATES TREASURY 3.75 12/31/2028 39,375.00 39,375.00 12/31/2025 Coupon 91282CKX8 1,000,000.00 UNITED STATES TREASURY 4.25 06/30/2029 21,250.00 21,250.00 December 2025
Total 1,654,906.19 427,807.72 2,082,713.91
JANUARY 2026
01/14/2026 Coupon 24422EXB0 935,000.00 JOHN DEERE CAPITAL CORP 4.95 07/14/2028 23,141.25 23,141.25 01/15/2026 Coupon 02582JKH2 720,000.00 AMXCA 2024-1 A 5.23 04/16/2029 3,138.00 3,138.00 01/15/2026 Coupon 05522RDJ4 460,000.00 BACCT 2024-1 A 4.93 05/15/2029 1,889.83 1,889.83 01/15/2026 Coupon 161571HT4 965,000.00 CHAIT 2023-1 A 5.16 09/15/2028 4,149.50 4,149.50 ATTACHMENT A Page 57 of 181
City of Brea | Account #120 | As of February 28, 2025
Execution Time: 03/04/2025 01:34:13 PM Chandler Asset Management | [email protected] | www.chandlerasset.com | 800.317.4747

CASH FLOW REPORT
Payment Date Transaction Type CUSIP Quantity Security Description Principal Amount Income Total Amount 01/15/2026 Coupon 47786WAD2 465,000.00 JDOT 2024-B A3 5.2 03/15/2029 2,015.00 2,015.00 01/15/2026 Coupon 47800BAC2 349,168.00 JDOT 2022-C A3 5.09 06/15/2027 552.15 552.15 01/15/2026 Principal Paydown 47800BAC2 349,168.00 JDOT 2022-C A3 5.09 06/15/2027 22,111.12 22,111.12 01/15/2026 Coupon 58770JAD6 240,000.00 MBALT 2024-A A3 5.32 01/18/2028 1,064.12 1,064.12 01/15/2026 Principal Paydown 58770JAD6 240,000.00 MBALT 2024-A A3 5.32 01/18/2028 14,468.02 14,468.02 01/15/2026 Coupon 58773DAD6 545,000.00 MBART 2025-1 A3 4.78 12/17/2029 2,170.92 2,170.92 01/15/2026 Coupon 87612EBM7 535,000.00 TARGET CORP 1.95 01/15/2027 5,216.25 5,216.25 01/15/2026 Coupon 89240JAD3 565,000.00 TAOT 25A A3 4.64 08/15/2029 2,184.67 2,184.67 01/15/2026 Coupon 92970QAE5 515,000.00 WFCIT 2024-2 A 4.29 10/15/2029 1,841.13 1,841.13 01/16/2026 Coupon 362955AD8 375,000.00 GMCAR 2025-1 A3 4.62 12/17/2029 1,443.75 1,443.75 01/19/2026 Coupon 437930AC4 310,000.00 HAROT 2024-2 A3 5.27 11/20/2028 1,361.42 1,361.42 01/19/2026 Principal Paydown 437930AC4 310,000.00 HAROT 2024-2 A3 5.27 11/20/2028 16,674.41 16,674.41 01/20/2026 Coupon 36269WAD1 330,000.00 GMALT 2024-2 A3 5.39 07/20/2027 1,261.99 1,261.99 01/20/2026 Principal Paydown 36269WAD1 330,000.00 GMALT 2024-2 A3 5.39 07/20/2027 49,248.13 49,248.13 01/20/2026 Coupon 713448FX1 830,000.00 PEPSICO INC 4.5 07/17/2029 18,675.00 18,675.00 01/21/2026 Coupon 43813YAC6 575,000.00 HAROT 2024-3 A3 4.57 03/21/2029 2,189.79 2,189.79 01/23/2026 Coupon 46647PAM8 1,000,000.00 JPMORGAN CHASE & CO 3.509 01/23/2029 17,545.00 17,545.00 01/26/2026 Coupon 096919AD7 410,000.00 BMWOT 2024-A A3 5.18 02/26/2029 1,769.83 1,769.83 01/26/2026 Coupon 3137BNGT5 943,591.55 FHMS K-054 A2 2.745 01/25/2026 1,317.12 1,317.12 01/26/2026 Final Maturity 3137BNGT5 943,591.55 FHMS K-054 A2 2.745 01/25/2026 575,789.05 575,789.05 01/26/2026 Coupon 3137BQYS0 570,000.00 FHMS K-056 A2 2.525 05/25/2026 1,012.80 1,012.80 01/26/2026 Principal Paydown 3137BQYS0 570,000.00 FHMS K-056 A2 2.525 05/25/2026 974.97 974.97 01/26/2026 Coupon 3137BXQY1 1,000,000.00 FHMS K-064 A2 3.224 03/25/2027 2,686.67 2,686.67 01/26/2026 Coupon 3137FCLD4 2,000,000.00 FHMS K-071 A2 3.286 11/25/2027 5,476.67 5,476.67 01/26/2026 Coupon 3137FETN0 1,500,000.00 FHMS K-073 A2 3.35 01/25/2028 4,187.50 4,187.50 01/26/2026 Coupon 3137FEZU7 1,200,000.00 FHMS K-076 A2 3.9 04/25/2028 3,900.00 3,900.00 01/26/2026 Coupon 3137FGR31 1,300,000.00 FHMS K-078 A2 3.854 06/25/2028 4,175.17 4,175.17 01/26/2026 Coupon 3137FJKE8 600,000.00 FHMS K-082 A2 3.92 09/25/2028 1,960.00 1,960.00 01/26/2026 Coupon 3137FLMV3 1,000,000.00 FHMS K-090 A2 3.422 02/25/2029 2,851.67 2,851.67 01/26/2026 Coupon 3137H5YC5 1,500,000.00 FHMS K-748 A2 2.26 01/25/2029 2,825.00 2,825.00 January 2026 Total 679,265.70 122,002.19 801,267.89
ATTACHMENT A Page 58 of 181
City of Brea | Account #120 | As of February 28, 2025
Execution Time: 03/04/2025 01:34:13 PM Chandler Asset Management | [email protected] | www.chandlerasset.com | 800.317.4747

CASH FLOW REPORT
Payment Date Transaction Type CUSIP Quantity Security Description Principal Amount Income Total Amount Grand Total 370,436,179.06 12,501,123.72 2,711,632.08 15,212,755.80 ATTACHMENT A Page 59 of 181
City of Brea | Account #120 | As of February 28, 2025
Execution Time: 03/04/2025 01:34:13 PM Chandler Asset Management | [email protected] | www.chandlerasset.com | 800.317.4747

Source ICE Data Indices, LLC (“ICE”), used with permission. ICE PERMITS USE OF THE ICE INDICES AND RELATED DATA ON AN “AS IS” BASIS; ICE, ITS AFFILIATES AND

Ratings: Ratings information have been provided by Moody’s, S&P and Fitch through data feeds we believe to be reliable as of the date of this statement, however we cannot guarantee its accuracy.

BENCHMARK INDEX & DISCLOSURES
Benchmark Disclosure
ICE BofA 1-5 Yr US Treasury & Agency
Index
The ICE BofA 1-5 Year US Treasury & Agency Index tracks the performance of US dollar denominated US Treasury and nonsubordinated US agency debt issued in the US domestic market. Qualifying securities must have an investment grade rating (based on an average of Moody’s, S&P and Fitch). Qualifying securities must have at least one year remaining term to final maturity and less than five years remaining term to final maturity, at least 18 months to maturity at time of issuance, a fixed coupon schedule, and a minimum amount outstanding of $1 billion for sovereigns and $250 million for agencies.

ICE BofA 1-5 Year AAA-A US Corp &
Govt Index
The ICE BofA US Issuers 1-5 Year AAA-A 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. Qualifying securities must be issued from US issuers and be rated AAA through A3 (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 and less than five years remaining term to final maturity, at least 18 months to final maturity at point of issuance, a fixed coupon schedule, and a minimum amount outstanding of $1 billion for US Treasuries and $250 million for all other securities.

ATTACHMENT A Page 61 of 181

MONTHLY ACCOUNT STATEMENT
City of Brea Liquidity | Account #11150 | As of February 28, 2025 CHANDLER ASSET MANAGEMENT | chandlerasset.com
Information contained herein is confidential. We urge you to compare this statement to the one you receive from your qualified custodian. Please see Important Disclosures at the end of the statement.

Chandler Team:

For questions about your account, please call (800) 317-4747, or contact [email protected]
Custodian:

Bank of New York Mellon

ATTACHMENT A

Page 62 of 181 ends

Brea City CouncilMarch 18, 2025

Brea City Council
March 18, 2025