Agenda packet — Orange City Council, February 14, 2023 (part 3 of 6)

CONTRACT
[Annual Concrete Replacement at Various Locations Phase II, Fiscal Year 2022-2023 (Bid No. 22-23.21)]
THIS CONTRACT (the “Contract”) is made and entered into as of ______________, 2023 (“Effective Date”) by and between the CITY OF ORANGE, a municipal corporation (“City”), and S&H CIVILWORKS, a California corporation (“Contractor”), who agree as follows.

ARTICLE 1
Work Performed
a. For and in consideration of the payments and agreements hereinafter mentioned, to be made and performed by City, and under the conditions expressed in the two (2) bonds presented to City with this Contract and incorporated herein by this reference, Contractor hereby agrees to and shall do all the work and furnish all the labor, materials, tools and equipment, except such as are mentioned in the specifications to be furnished by City to Contractor, necessary to complete in good workmanship and substantial manner the work (the “Work”) described in:
(1) The latest edition of the "City of Orange Standard Plans and Specifications" (the “Orange Book”) with the term "Engineer," as used in the Orange Book and in this Contract, to specifically include the City Engineer (or designee); (2) The "Standard Specifications for Public Works Construction” (the “Greenbook”), and all amendments thereto, except the definition of “Subcontractor” in Section 1.2 (General – Terms and Definitions) of Part 1 (General Provisions) of the Greenbook, which is hereby amended in its entirety to read as follows: “Subcontractor – An individual, firm, or corporation having a direct contract with the Contractor for the performance of a part of the Work;” (3) The “City of Orange Standard Special Provisions;”
(4) The Standard Plans; and
(5) Contractor’s Bid Proposal, which is on file with City’s Department of Public Works.
b. Contractor acknowledges that it has received the Plans from City and that a complete copy of the Plans are in its possession and are hereby specifically referred to and by such reference made a part hereof. The Orange Book, Greenbook and City of Orange Standard Special Provisions and Standard Plans are on file with City’s Public Works Director and are hereby specifically referred to and by such reference made a part hereof. Contractor hereby acknowledges that it has read, reviewed and understands the Plans, the Orange Book, the Greenbook, the Special Provisions, the Standard Plans, and the Encroachment Permit as they relate to the Work, all of which documents shall be referred to herein collectively as the “Plans and Specifications.” 321
2 c. Contractor acknowledges the provisions of Chapter 8.28 of the Orange Municipal Code which requires, among other things, that Contractor utilize City’s exclusive solid waste hauler for the rental of bins for trash and debris removal and imposes mandatory recycling requirements forself-hauled construction and demolition waste. The terms and conditions set forth in this Contract shall control over any terms and conditions in the Plans and Specifications to the contrary.
d. The Work shall be performed in conformity with the Plans and Specifications and the Bid Proposal and all applicable laws, including any and all applicable federal and state labor laws and standards and applicable prevailing wage requirements and any and all state, federal and local statutes, regulations and ordinances relating to the protection of human health or the environment.
e. Unless and until otherwise notified in writing by City’s Public Works Director, City’s Assistant Engineer, Eric Perez (“Authorized City Representative”), shall be the person to whom Contractor will report for the performance of the Work hereunder. It is understood that Contractor’s performance hereunder shall be under the direction and supervision of the Authorized City Representative or such other person as City’s Public Works Director may designate from time to time, that Contractor shall coordinate the Work hereunder with the Authorized City Representative to the extent required by the Authorized City Representative, and that all performances required hereunder by Contractor shall be performed to the satisfaction of the Authorized City Representative or City’s Public Works Director. f. It is expressly agreed by and between the parties hereto that should there be any conflict between the terms of this instrument and Contractor’s Bid Proposal, then this instrument shall control and nothing herein shall be considered as an acceptance of the said terms of said Bid Proposal conflicting herewith.
g. Contractor agrees that it has an obligation to reset all permanent survey markers as stated in the Orange Book, Part 4, Section 400-2, “Permanent Survey Markers,” and obtain the approval for pre- and post-construction centerline tie sheets and Corner Records from the County of Orange and deliver said approved documents to City as soon as they are received. This obligation extends to any of its subcontractors that have performed work in this regard. This subsection survives completion of the Work, the Notice of Completion, and final payment and shall be an enforceable obligation until fulfilled.

ARTICLE 2
Commencement of Work
Contractor shall commence the Work provided for in this Contract within fifteen (15) days of the date of the issuance by City of a Notice to Proceed and diligently prosecute completion of the Work within Ninety (90) calendar days from such date, unless legal extension is granted in accordance with the terms set forth in the Greenbook. Time is of the essence in this Contract.

Contractor shall do all things necessary and incidental to the prosecution of Contractor's Work. 322
3 ARTICLE 3
Compensation
a. Contractor agrees to receive and accept an amount not to exceed NINE HUNDRED FOURTY-FOUR THOUSAND FIVE HUNDRED DOLLARS and 00/100 ($944,500.00) unless said amount is amended by Contract Change Order approved by the City, as compensation for furnishing all materials and doing all the Work contemplated and embraced in this Contract. Said compensation covers (1) all loss or damage arising out of the nature of the Work, from the acts of the elements; (2) any unforeseen difficulties or obstructions which may arise or be encountered in the prosecution of the Work until its acceptance by City, other than as provided below; (3) all risks of every description connected with the Work; (4) all expenses incurred by or in consequence of the suspension or discontinuance of the Work; and (5) well and faithfully completing the Work, and for the whole thereof, in the manner and according to the Plans and Specifications, and requirements of the Authorized City Representative under them. Retention amounts shall be withheld from progress payments as required by law unless Contractor provides securities in lieu of retention.
b. In addition to the scheduled Work to be performed by the Contractor, the parties recognize that additional, unforeseen work and services may be required by the Authorized City Representative. In anticipation of such contingencies, the sum of NINETY-FOUR THROUSAND FOUR HUNDRED FIFTY DOLLARS and 00/100 ($94,450.00) has been added to the total compensation of this Contract. The Authorized City Representative may approve the additional work and the actual costs incurred by the Contractor in performance of additional work or services in accordance with such amount as the Authorized City Representative and the Contractor may agree upon in advance. Said additional work or services and the amount of compensation therefor, up to the amount of the authorized contingency, shall be memorialized in the form of a Contract Amendment approved by the City Manager on a form acceptable to the City Attorney. The Contractor agrees to perform only that work or those services that are specifically requested by the Authorized City Representative. Any and all additional work and services performed under this Contract shall be completed in such sequence as to assure their completion as expeditiously as is consistent with professional skill and care in accordance with a cost estimate or proposal submitted to and approved by the Authorized City Representative prior to the commencement of such Work or services.
c. The total amount of compensation under this Contract, including contingencies, shall not exceed ONE MILLION THIRTY-EIGHT THOUSAND NINE HUNDRED FIFTY DOLLARS and 00/100 ($1,038,950.00).

ARTICLE 4
Licenses
Contractor represents that it and any subcontractors it may engage, possess any and all licenses which are required under state or federal law to perform the Work contemplated by this Contract and that Contractor and subcontractors shall maintain all appropriate licenses, including a City of Orange business license, at its cost, during the performance of this Contract. 323
4 ARTICLE 5
Guarantees
a. Contractor guarantees the construction and installation of all Work included in the Plans and Specifications for which Contractor has been awarded this Contract. b. Should any of the materials or equipment installed pursuant to this Contract prove defective or should the Work as a whole prove defective, due to faulty equipment, workmanship, materials furnished or methods of installations, or should said Work or any part thereof fail to function properly, as designed, due to any of the above causes within twelve (12) months after the date on which said Work is accepted by City, Contractor shall make repairs and furnish such materials and equipment as are necessary to be furnished and installed within fifteen (15) calendar days after the receipt of a demand from City.
c. Said Work will be deemed defective within the meaning of this guarantee in the event that it fails to function as originally intended either by the Plans and Specifications of this Contract or by the manufacturer(s) of the equipment incorporated into the Work. d. In the event repairs are not made within fifteen (15) calendar days after Contractor's receipt of a demand from City, City shall have the unqualified option to make any needed repairs or replacements itself or by any other contractor. Contractor shall reimburse City, upon demand, for all expenses incurred in restoring said Work to the condition contemplated in this Contract, including the cost of any equipment or materials replaced. e. It is understood that emergency repairs may, by necessity, be made by City.

Therefore, when defective equipment, materials or workmanship result in emergency repairs by City, Contractor shall reimburse City, upon demand, for all expenses incurred. Emergency repairs will be deemed as those repairs determined by City’s Director of Public Works to be necessary due to an immediate detriment to the health, safety, welfare or convenience of the residents of City.

ARTICLE 6
Water Quality
a. The Santa Ana Regional Water Quality Control Board (“RWQCB”) has issued National Pollutant Discharge Elimination System (“NPDES”) Permit No. R8-2009-0030 (the “Permit”), which governs storm water and non-storm water discharges resulting from municipal activities performed by City or its contractors. In order to comply with the Permit requirements, the County of Orange has prepared a Drainage Area Management Plan (“DAMP”), containing Model Maintenance Procedures with Best Management Practices (“BMPs”) that City and its contractors must adhere to. The Model Maintenance Procedures contain pollution prevention and source control techniques to minimize the impact of those activities upon dry-weather urban runoff, storm water runoff, and receiving water quality. Examples include: wash water from cleaning of sidewalks or parking lots must be collected and disposed of in the sewer or landscaped areas.
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5 b. The Permit, the DAMP and the Model Maintenance Procedures are on file in the office of City’s Director of Public Works. Contractor hereby acknowledges that it has read, reviewed and understands the Permit, the DAMP and the Model Maintenance Procedures, as they relate to the Work and hereby shall perform the Work in conformance therewith.

ARTICLE 7
Independent Contractor; Contractor not Agent
a. At all times during the term of this Contract, Contractor shall be an independent contractor and not an employee of City. City shall have the right to control Contractor only insofar as the result of Contractor’s services rendered pursuant to this Contract. City shall not have the right to control the means by which Contractor accomplishes services rendered pursuant to this Contract. Contractor shall, at its sole cost and expense, furnish all facilities, materials and equipment which may be required for furnishing services pursuant to this Contract. Contractor shall be solely responsible for, and shall indemnify, defend and save City harmless from all matters relating to the payment of its subcontractors, agents and employees, including compliance with social security, withholding and all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever. Contractor acknowledges that Contractor and any subcontractors, agents or employees employed by Contractor shall not, under any circumstances, be considered employees of City, and that they shall not be entitled to any of the benefits or rights afforded employees of City, including, but not limited to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or health, life, dental, long-term disability or workers' compensation insurance benefits.
b. Except as City may specify in writing, Contractor shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Contractor shall have no authority, express or implied, to bind City to any obligation whatsoever.

ARTICLE 8
Public Work; Prevailing Wage
a. The Work which is the subject of this Contract is a “public work,” as that term is defined in Section 1720 of the California Labor Code, for which prevailing wages must be paid.

To the extent Contractor’s employees will perform any work that falls within any of the classifications for which the Department of Labor Relations of the State of California promulgates prevailing wage determinations, Contractor hereby agrees that Contractor, and any subcontractor under it, shall pay not less than the specified prevailing rates of wages to all such workers. The general prevailing wage determinations for crafts can be located on the website of the Department of Industrial Relations (www.dir.ca.gov/DLSR). Additionally, to perform work under this Contract, Contractor must meet all State registration requirements and criteria, including project compliance monitoring.
b. Attached hereto as Attachment No. 1 and incorporated herein by this reference is a copy of the provisions of Sections 1725.5, 1771, 1771.1, 1771.4, 1775, 1776, 1777.5, 1813 and 1815 of the California Labor Code. Contractor hereby acknowledges that it has read, reviewed 325
6 and understands those provisions of the Labor Code and shall prosecute and complete the Work under this Contract in strict compliance with all of those terms and provisions. c. Contractor shall secure the payment of compensation to its employees in accordance with the provisions of Section 3700 of the California Labor Code. Accordingly, and as required by Section 1861 of the California Labor Code, Contractor hereby certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.”
d. Contractor shall indemnify, protect, defend and hold harmless City and its officers, employees, contractors and agents, with counsel reasonably acceptable to City, from and against any and all loss, liability, damage, claim, cost, expense, and/or “increased costs” (including reasonable attorney’s fees, court and litigation costs, and fees of expert witnesses) which result or arise in any way from the noncompliance by Contractor of any applicable local, state and/or federal law, including, without limitation, any applicable federal and/or state labor laws (including, without limitation, the requirement to pay state prevailing wages). It is agreed by the parties that, in connection with the construction of the Work which is the subject of this Contract, Contractor shall bear all risks of payment or non-payment of state prevailing wages. “Increased costs” as used in this paragraph shall have the meaning ascribed to it in Labor Code Section 1781, as the same may be enacted, adopted or amended from time to time. The foregoing indemnity shall survive termination of this Contract.

ARTICLE 9
Equal Employment Opportunity
During the performance of this Contract, Contractor agrees as follows:
a. Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law. Contractor shall ensure that applicants are employed and that employees are treated during employment, without regard to their race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law.

Such actions shall include, but not be limited to the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship. Contractor shall post in conspicuous places, available to employees and applicants for employment, a notice setting forth provisions of this non-discrimination clause.
b. Contractor shall, in all solicitations and advertisements for employees placed by, or on behalf of Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law. 326
7 c. Contractor shall cause the foregoing paragraphs (a) and (b) to be inserted in all subcontracts for any Work covered by this Contract, provided that the foregoing provisions shall not apply to subcontracts for standard commercial supplies or raw materials.

ARTICLE 10
Conflicts of Interest
Contractor agrees that it shall not make, participate in the making, or in any way attempt to use its position as a contractor to influence any decision of City in which Contractor knows or has reason to know that Contractor, its officers, partners, or employees have a financial interest as defined in Section 87103 of the Government Code. Contractor further agrees that it shall not be eligible to work as the builder for any project for which the design work is part of this Contract.

ARTICLE 11
Indemnity
Contractor shall defend, indemnify and hold harmless City and its officers, officials, agents, and employees from and against:
a. Any and all claims, liabilities, losses, damages, penalties, costs or expenses (including reasonable attorneys' fees and court costs) which City may directly or indirectly sustain or suffer arising from or as a result of the death of any person or any accident, injury, loss or damage whatsoever caused to any person or the property of any person which shall occur on or adjacent to the real property which is the subject of this Contract, or in connection with performance of this Contract which may be directly or indirectly caused by the acts or omissions of Contractor or its officers, employees, contractors or agents, or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release of a hazardous waste or substance. Contractor shall not be responsible for (and such indemnity shall not apply to) any willful misconduct, negligence or breach of this Contract by City or its officers, officials, agents, and employees. The foregoing indemnity shall survive termination of this Contract. b. Any and all claims under workers’ compensation acts and other employee benefit acts with respect to Contractor’s employees or Contractor’s subcontractor’s employees arising out of Contractor’s Work under this Contract, including any and all claims under any law pertaining to Contractor’s status as an independent contractor.

ARTICLE 12
Insurance
a. Contractor shall procure and maintain for the duration of this Contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work hereunder and the results of that Work by Contractor, its agents, representatives, employees or subcontractors. Any umbrella liability insurance that is provided as part of the general or automobile liability minimums set forth below shall be maintained for the duration of the Contract.
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8 b. Contractor shall maintain the following minimum amount of insurance: the greater of either the limits set forth in (1) through (4), below; or all of the insurance coverage and/or limits carried by or available to Contractor.
(1) General Liability $2,000,000 per occurrence for bodily injury, personal injury and property damage. If
Commercial General Liability insurance
or other form with a general aggregate
limit is used, either the general aggregate
limit shall apply separately to this
project/location or the general aggregate
limit shall be twice the required
occurrence limit.
(2) Automobile Liability $1,000,000 per accident for bodily injury and property damage.
(3) Workers’ Compensation as required by the State of California. (4) Employer’s Liability $1,000,000 per accident for bodily injury or disease. c. Any insurance proceeds in excess of or broader than the minimum required coverage and/or minimum required limits which are applicable to a given loss shall be available to City. No representation is made that the minimum insurance requirements of this Contract are sufficient to cover the obligations of Contractor under this Contract. d. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either: the insurer shall reduce or eliminate such deductibles or selfinsured retentions with respect to City, its officers, officials, agents and employees; or Contractor shall provide a financial guarantee satisfactory to City guaranteeing payment of losses and related investigations, claim administration, and defense expenses. e. Each policy of general liability and automotive liability insurance shall contain, or be endorsed to contain, the following provisions:
(1) City, its officers, officials, agents, and employees are declared to be additional insureds under the terms of the policy, with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of Contractor (any auto), and with respect to liability arising out of Work or operations performed by or on behalf of Contractor, including materials, parts or equipment furnished in connection with such Work or operations. A policy endorsement to that effect shall be provided to City along with the certificate of insurance. In lieu of an endorsement, City will accept a copy of the policy(ies) which evidences that City is an additional insured as a contracting party. The minimum coverage required by Subsection 12.b, above, shall apply to City as an additional insured.
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9 (2) For any claims related to this Contract, Contractor’s insurance coverage shall be primary insurance with respect to City, its officers, officials, agents and employees. Any insurance or self-insurance maintained by City, its officers, officials, agents and employees shall be excess of Contractor’s insurance and shall not contribute with it. (3) Coverage shall not be canceled, except after thirty (30) days’ prior written notice has been provided to City.
f. Contractor shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Article 12. The endorsements shall be on forms acceptable to City. All certificates and endorsements are to be received and approved by City before the Work commences. However, failure to do so shall not operate as a waiver of these insurance requirements. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications at any time.
g. All insurance procured and maintained by Contractor shall be issued by insurers admitted to conduct the pertinent line of insurance business in California and having a rating of Grade A or better and Class VII or better by the latest edition of Best Key Rating Guide. h. Contractor shall immediately notify City if any required insurance lapses or is otherwise modified and cease performance of this Contract unless otherwise directed by City. In such a case, City may procure insurance or self-insure the risk and charge Contractor for such costs and any and all damages resulting therefrom by way of set-off from any sums owed Contractor. i. Contractor agrees that in the event of loss due to any of the perils for which it has agreed to provide insurance, Contractor shall look solely to its insurance for recovery. Contractor hereby grants to City, on behalf of any insurer providing insurance to either Contractor or City with respect to the services of Contractor herein, a waiver of any right to subrogation which any such insurer may acquire against City by virtue of the payment of any loss under such insurance.

The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all Work performed by Contractor, its employees, agents and subcontractors. Contractor shall obtain any other endorsement that may be necessary to effect this waiver of subrogation. j. Contractor shall require and verify that all subcontractors maintain insurance meeting all of the requirements stated herein.

ARTICLE 13
Termination
City, acting through its City Manager or designee, reserves the right to terminate this Contract for any reason by giving five (5) days’ written notice of intent to terminate to Contractor.

Upon receipt of notice, Contractor shall immediately cease work, unless the notice provides otherwise. Should City terminate this Contract, City shall pay Contractor for services satisfactorily provided and all allowable reimbursements incurred to the date of termination in compliance with 329
10 this Contract, unless such termination shall be for cause, in which event City may withhold any disputed compensation. City shall not be liable for any claim of lost profits.

ARTICLE 14
Maintenance and Inspection of Records
In accordance with generally accepted accounting principles, Contractor and its subcontractors shall maintain reasonably full and complete books, documents, papers, accounting records and other information (collectively, the “records”) pertaining to the costs of and completion of services performed under this Contract. During the term of this Contract and for a period of three (3) years after termination or completion of this Contract, City shall have the right to inspect and/or audit Contractor's records pertaining to the performance of this Contract at Contractor's office. Contractor shall make available all such records for inspection or audit at its offices during normal business hours and upon three (3) days’ notice from City, and copies thereof shall be furnished if requested.

ARTICLE 15
Compliance with Laws
a. Contractor shall be knowledgeable of and comply with all local, state and federal laws pertaining to the subject matter hereof or in any way regulating the activities undertaken by Contractor or any subcontractor hereunder.
b. Contractor represents and warrants that it:
(1) Has complied and shall at all times during the term of this Contract comply, in all respects, with all immigration laws, regulations, statutes, rules, codes, and orders, including, without limitation, the Immigration Reform and Control Act of 1986 (IRCA); and (2) Has not and will not knowingly employ any individual to perform services under this Contract who is ineligible to work in the United States or under the terms of this Contract; and
(3) Has properly maintained, and shall at all times during the term of this Contract properly maintain, all related employment documentation records including, without limitation, the completion and maintenance of the Form I-9 for each of Contractor’s employees; and
(4) Has responded, and shall at all times during the term of this Contract respond, in a timely fashion to any government inspection requests relating to immigration law compliance and/or Form I-9 compliance and/or worksite enforcement by the Department of Homeland Security, the Department of Labor, or the Social Security Administration. c. Contractor shall require all subcontractors and/or subconsultants to make the same representations and warranties required by this Article 15 when hired to perform services under this Contract.
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11 d. Contractor shall, upon request of City, provide a list of all employees working under this Contract and shall provide, to the reasonable satisfaction of City, verification that all such employees are eligible to work in the United States. All costs associated with such verification shall be borne by Contractor. Once such request has been made, Contractor may not change employees working under this Contract without written notice to City, accompanied by the verification required herein for such employees. Contractor shall require all subcontractors and/or sub-consultants to make the same verification when hired to perform services under this Contract. e. If Contractor, or a subcontractor or subconsultant, knowingly employs an employee providing Work under this Contract who is not authorized to work in the United States, and/or fails to follow federal laws to determine the status of such employee, such shall constitute a material breach of this Contract and may be cause for immediate termination of this Contract by City.
f. Contractor shall indemnify and hold City, its officials and employees harmless for, of and from any loss, including but not limited to fines, penalties and corrective measures, City may sustain by reason of Contractor’s failure to comply with said laws, rules and regulations in connection with the performance of this Contract.

ARTICLE 16
Governing Law and Venue
This Contract shall be construed in accordance with and governed by the laws of the State of California and Contractor shall submit to the jurisdiction of California courts. Venue for any dispute arising under this Contract shall be in Orange County, California.

ARTICLE 17
Integration and Amendment
a. This Contract constitutes the entire agreement of the parties. No other agreement, oral or written, pertaining to the Work to be performed under this Contract shall be of any force or effect unless it is in writing and signed by both parties. Any Work performed which is inconsistent with or in violation of the provisions of this Contract shall not be compensated. b. Amendments to this Contract must be in writing and signed by both parties. The City Manager is authorized to execute amendments to this Contract up to the amounts specified in Chapter 3.08 of the Orange Municipal Code.

ARTICLE 18
Notice
Except as otherwise provided herein, all notices required under this Contract shall be in writing and delivered personally, by e-mail, or by first class mail, postage prepaid, to each party at the address listed below. Either party may change the notice address by notifying the other party in writing. Notices shall be deemed received upon receipt of same or within three (3) days of 331
12 deposit in the U.S. Mail, whichever is earlier. Notices sent by e-mail shall be deemed received on the date of the e-mail transmission.
“CONTRACTOR” “CITY”
S&H Civilworks City of Orange
1801 Hilltop Drive 300 E. Chapman Avenue
Colton, CA 92324 Orange, CA 92866-1591
Attn: Jesse Sotto Attn: Eric Perez
Telephone: 949-206-1181 Telephone: 714-744-5568
E-Mail: [email protected] E-Mail: [email protected] ARTICLE 19
Claim Resolution
City and Contractor agree that the claim resolution process applicable to any claim by Contractor in connection with the Work provided herein shall be subject to the procedures set forth in California Public Contract Code Section 9204, attached hereto as Attachment No. 2, and incorporated herein by this reference.

ARTICLE 20
Counterparts
This Contract may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures transmitted via facsimile and electronic mail shall have the same effect as original signatures. [Remainder of page intentionally left blank; signatures on next page] 332
13 “CITY”

CONTRACT, BONDS AND INSURANCE
APPROVED BY:

Mary E. Binning, City Attorney
CITY OF ORANGE, a municipal corporation
By:

Daniel R. Slater
Mayor of the City of Orange
ATTEST:

Pamela Coleman, City Clerk
“CONTRACTOR”
S&H CIVILWORKS, a California corporation
[Note: Signature of Chairman of the By:

Board, President or Vice President is Printed Name:
required] Title:
[Note: Signature of Secretary, Assistant By:

Secretary, Chief Financial Officer or Printed Name:

Assistant Treasurer is also required] Title:
√
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Attachment No. 1

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ATTACHMENT NO. 1

CALIFORNIA LABOR CODE
SECTIONS 1725.5, 1771, 1771.1, 1771.4, 1775, 1776, 1777.5, 1813 and 1815 Section 1725.5. Registration of contractors; mandatory registration; qualifications and application; fees; exempt contractors
A contractor shall be registered pursuant to this section to be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any public work contract that is subject to the requirements of this chapter. For the purposes of this section, “contractor” includes a subcontractor as defined by Section 1722.1. (a) To qualify for registration under this section, a contractor shall do all of the following:
(1)(A) Register with the Department of Industrial Relations in the manner prescribed by the department and pay an initial nonrefundable application fee of four hundred dollars ($400) to qualify for registration under this section and an annual renewal fee on or before July 1 of each year thereafter. The annual renewal fee shall be in a uniform amount set by the Director of Industrial Relations, and the initial registration and renewal fees may be adjusted no more than annually by the director to support the costs specified in Section 1771.3. (B) Beginning June 1, 2019, a contractor may register or renew according to this subdivision in annual increments up to three years from the date of registration. Contractors who wish to do so will be required to prepay the applicable nonrefundable application or renewal fees to qualify for the number of years for which they wish to preregister.
(2) Provide evidence, disclosures, or releases as are necessary to establish all of the following:
(A) Workers' compensation coverage that meets the requirements of Division 4 (commencing with Section 3200) and includes sufficient coverage for any worker whom the contractor employs to perform work that is subject to prevailing wage requirements other than a contractor who is separately registered under this section.

Coverage may be evidenced by a current and valid certificate of workers' compensation insurance or certification of self-insurance required under Section 7125 of the Business and Professions Code. (B) If applicable, the contractor is licensed in accordance with Chapter 9 (commencing with Section 7000) of the Business and Professions Code.
(C) The contractor does not have any delinquent liability to an employee or the state for any assessment of back wages or related damages, interest, fines, or penalties pursuant to any final judgment, order, or determination by a court or any federal, state, or local administrative agency, including a confirmed arbitration award. However, for purposes of this paragraph, the contractor shall not be disqualified for any judgment, order, or determination that is under appeal, provided that the contractor has secured the payment of any amount eventually found due through a bond or other appropriate means. (D) The contractor is not currently debarred under Section 1777.1 or under any other federal or state law providing for the debarment of contractors from public works. (E) The contractor has not bid on a public works contract, been listed in a bid proposal, or engaged in the performance of a contract for public works without being lawfully registered in accordance with this section, within the preceding 12 months or since the effective date of the requirements set forth in subdivision (e), whichever is earlier. If a contractor is found to be in violation of the requirements of this paragraph, the period of disqualification shall be waived if both of the following are true:
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Attachment No. 1

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(i) The contractor has not previously been found to be in violation of the requirements of this paragraph within the preceding 12 months.
(ii) The contractor pays an additional nonrefundable penalty registration fee of two thousand dollars ($2,000). (b) Fees received pursuant to this section shall be deposited in the State Public Works Enforcement Fund established by Section 1771.3 and shall be used only for the purposes specified in that section. (c) A contractor who fails to pay the renewal fee required under paragraph (1) of subdivision (a) on or before the expiration of any prior period of registration shall be prohibited from bidding on or engaging in the performance of any contract for public work until once again registered pursuant to this section. If the failure to pay the renewal fee was inadvertent, the contractor may renew its registration retroactively by paying an additional nonrefundable penalty renewal fee equal to the amount of the renewal fee within 90 days of the due date of the renewal fee.
(d) If, after a body awarding a contract accepts the contractor's bid or awards the contract, the work covered by the bid or contract is determined to be a public work to which Section 1771 applies, either as the result of a determination by the director pursuant to Section 1773.5 or a court decision, the requirements of this section shall not apply, subject to the following requirements:
(1) The body that awarded the contract failed, in the bid specification or in the contract documents, to identify as a public work that portion of the work that the determination or decision subsequently classifies as a public work.
(2) Within 20 days following service of notice on the awarding body of a determination by the Director of Industrial Relations pursuant to Section 1773.5 or a decision by a court that the contract was for public work as defined in this chapter, the contractor and any subcontractors are registered under this section or are replaced by a contractor or subcontractors who are registered under this section. (3) The requirements of this section shall apply prospectively only to any subsequent bid, bid proposal, contract, or work performed after the awarding body is served with notice of the determination or decision referred to in paragraph (2).
(e) The requirements of this section shall apply to any bid proposal submitted on or after March 1, 2015, to any contract for public work, as defined in this chapter, executed on or after April 1, 2015, and to any work performed under a contract for public work on or after January 1, 2018, regardless of when the contract for public work was executed.
(f) This section does not apply to work performed on a public works project of twenty-five thousand dollars ($25,000) or less when the project is for construction, alteration, demolition, installation, or repair work or to work performed on a public works project of fifteen thousand dollars ($15,000) or less when the project is for maintenance work.

Section 1771. Payment of general prevailing rate
Except for public works projects of one thousand dollars ($1,000) or less, not less than the general prevailing rate of per diem wages for work of a similar character in the locality in which the public work is performed, and not less than the general prevailing rate of per diem wages for holiday and overtime work fixed as provided in this chapter, shall be paid to all workers employed on public works.

This section is applicable only to work performed under contract, and is not applicable to work carried out by a public agency with its own forces. This section is applicable to contracts let for maintenance work. 335
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Section 1771.1. Registration as a contractor or subcontractor required prior to bid submission; exceptions; violations; penalties
(a) A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded.
(b) Notice of the requirement described in subdivision (a) shall be included in all bid invitations and public works contracts, and a bid shall not be accepted nor any contract or subcontract entered into without proof of the contractor or subcontractor's current registration to perform public work pursuant to Section 1725.5. (c) An inadvertent error in listing a subcontractor who is not registered pursuant to Section 1725.5 in a bid proposal shall not be grounds for filing a bid protest or grounds for considering the bid nonresponsive, provided that any of the following apply:
(1) The subcontractor is registered prior to the bid opening. (2) Within 24 hours after the bid opening, the subcontractor is registered and has paid the penalty registration fee specified in subparagraph (E) of paragraph (2) of subdivision (a) of Section 1725.5. (3) The subcontractor is replaced by another registered subcontractor pursuant to Section 4107 of the Public Contract Code.
(d) Failure by a subcontractor to be registered to perform public work as required by subdivision (a) shall be grounds under Section 4107 of the Public Contract Code for the contractor, with the consent of the awarding authority, to substitute a subcontractor who is registered to perform public work pursuant to Section 1725.5 in place of the unregistered subcontractor.
(e) The department shall maintain on its Internet Web site a list of contractors who are currently registered to perform public work pursuant to Section 1725.5.
(f) A contract entered into with any contractor or subcontractor in violation of subdivision (a) shall be subject to cancellation, provided that a contract for public work shall not be unlawful, void, or voidable solely due to the failure of the awarding body, contractor, or any subcontractor to comply with the requirements of Section 1725.5 or this section.
(g) If the Labor Commissioner or his or her designee determines that a contractor or subcontractor engaged in the performance of any public work contract without having been registered in accordance with this section, the contractor or subcontractor shall forfeit, as a civil penalty to the state, one hundred dollars ($100) for each day of work performed in violation of the registration requirement, not to exceed an aggregate penalty of eight thousand dollars ($8,000) in addition to any penalty registration fee assessed pursuant to clause (ii) of subparagraph (E) of paragraph (2) of subdivision (a) of Section 1725.5. (h)(1) In addition to, or in lieu of, any other penalty or sanction authorized pursuant to this chapter, a higher tiered public works contractor or subcontractor who is found to have entered into a subcontract with an unregistered lower tier subcontractor to perform any public work in violation of the requirements of Section 1725.5 or this section shall be subject to forfeiture, as a civil penalty to the state, of one hundred dollars ($100) 336
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for each day the unregistered lower tier subcontractor performs work in violation of the registration requirement, not to exceed an aggregate penalty of ten thousand dollars ($10,000). (2) The Labor Commissioner shall use the same standards specified in subparagraph (A) of paragraph (2) of subdivision (a) of Section 1775 when determining the severity of the violation and what penalty to assess, and may waive the penalty for a first time violation that was unintentional and did not hinder the Labor Commissioner's ability to monitor and enforce compliance with the requirements of this chapter. (3) A higher tiered public works contractor or subcontractor shall not be liable for penalties assessed pursuant to paragraph (1) if the lower tier subcontractor's performance is in violation of the requirements of Section 1725.5 due to the revocation of a previously approved registration. (4) A subcontractor shall not be liable for any penalties assessed against a higher tiered public works contractor or subcontractor pursuant to paragraph (1). A higher tiered public works contractor or subcontractor may not require a lower tiered subcontractor to indemnify or otherwise be liable for any penalties pursuant to paragraph (1).
(i) The Labor Commissioner or his or her designee shall issue a civil wage and penalty assessment, in accordance with the provisions of Section 1741, upon determination of penalties pursuant to subdivision (g) and subparagraph (B) of paragraph (1) of subdivision (h). Review of a civil wage and penalty assessment issued under this subdivision may be requested in accordance with the provisions of Section 1742. The regulations of the Director of Industrial Relations, which govern proceedings for review of civil wage and penalty assessments and the withholding of contract payments under Article 1 (commencing with Section 1720) and Article 2 (commencing with Section 1770), shall apply. (j)(1) Where a contractor or subcontractor engages in the performance of any public work contract without having been registered in violation of the requirements of Section 1725.5 or this section, the Labor Commissioner shall issue and serve a stop order prohibiting the use of the unregistered contractor or the unregistered subcontractor on all public works until the unregistered contractor or unregistered subcontractor is registered. The stop order shall not apply to work by registered contractors or subcontractors on the public work.
(2) A stop order may be personally served upon the contractor or subcontractor by either of the following methods:
(A) Manual delivery of the order to the contractor or subcontractor personally. (B) Leaving signed copies of the order with the person who is apparently in charge at the site of the public work and by thereafter mailing copies of the order by first class mail, postage prepaid to the contractor or subcontractor at one of the following:
(i) The address of the contractor or subcontractor on file with either the Secretary of State or the Contractors' State License Board.
(ii) If the contractor or subcontractor has no address on file with the Secretary of State or the Contractors' State License Board, the address of the site of the public work. (3) The stop order shall be effective immediately upon service and shall be subject to appeal by the party contracting with the unregistered contractor or subcontractor, by the unregistered contractor or subcontractor, or both. The appeal, hearing, and any further review of the hearing decision shall be governed by the procedures, time limits, and other requirements specified in subdivision (a) of Section 238.1. 337
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(4) Any employee of an unregistered contractor or subcontractor who is affected by a work stoppage ordered by the commissioner pursuant to this subdivision shall be paid at his or her regular hourly prevailing wage rate by that employer for any hours the employee would have worked but for the work stoppage, not to exceed 10 days.
(k) Failure of a contractor or subcontractor, owner, director, officer, or managing agent of the contractor or subcontractor to observe a stop order issued and served upon him or her pursuant to subdivision (j) is guilty of a misdemeanor punishable by imprisonment in county jail not exceeding 60 days or by a fine not exceeding ten thousand dollars ($10,000), or both.
(l) This section shall apply to any bid proposal submitted on or after March 1, 2015, and any contract for public work entered into on or after April 1, 2015. This section shall also apply to the performance of any public work, as defined in this chapter, on or after January 1, 2018, regardless of when the contract for public work was entered.
(m) Penalties received pursuant to this section shall be deposited in the State Public Works Enforcement Fund established by Section 1771.3 and shall be used only for the purposes specified in that section. (n) This section shall not apply to work performed on a public works project of twenty-five thousand dollars ($25,000) or less when the project is for construction, alteration, demolition, installation, or repair work or to work performed on a public works project of fifteen thousand dollars ($15,000) or less when the project is for maintenance work.

Section 1771.4. Additional requirements when bidding and awarding public works contracts (a) All of the following are applicable to all public works projects that are otherwise subject to the requirements of this chapter:
(1) The call for bids and contract documents shall specify that the project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. (2) The awarding body shall post or require the prime contractor to post job site notices, as prescribed by regulation.
(3) Each contractor and subcontractor shall furnish the records specified in Section 1776 directly to the Labor Commissioner, in the following manner:
(A) At least monthly or more frequently if specified in the contract with the awarding body. (B) In a format prescribed by the Labor Commissioner.
(4) If the contractor or subcontractor is not registered pursuant to Section 1725.5 and is performing work on a project for which registration is not required because of subdivision (f) of Section 1725.5, the unregistered contractor or subcontractor is not required to furnish the records specified in Section 1776 directly to the Labor Commissioner but shall retain the records specified in Section 1776for at least three years after completion of the work.
(5) The department shall undertake those activities it deems necessary to monitor and enforce compliance with prevailing wage requirements.
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(b) The Labor Commissioner may exempt a public works project from compliance with all or part of the requirements of subdivision (a) if either of the following occurs:
(1) The awarding body has enforced an approved labor compliance program, as defined in Section 1771.5, on all public works projects under its authority, except those deemed exempt pursuant to subdivision (a) of Section 1771.5, continuously since December 31, 2011.
(2) The awarding body has entered into a collective bargaining agreement that binds all contractors performing work on the project and that includes a mechanism for resolving disputes about the payment of wages. (c) The requirements of paragraph (1) of subdivision (a) shall only apply to contracts for public works projects awarded on or after January 1, 2015.
(d) The requirements of paragraph (3) of subdivision (a) shall apply to all contracts for public work, whether new or ongoing, on or after January 1, 2016.

Section 1775. Penalties for violations
(a)(1) The contractor and any subcontractor under the contractor shall, as a penalty to the state or political subdivision on whose behalf the contract is made or awarded, forfeit not more than two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing wage rates as determined by the director for the work or craft in which the worker is employed for any public work done under the contract by the contractor or, except as provided in subdivision (b), by any subcontractor under the contractor.
(2)(A) The amount of the penalty shall be determined by the Labor Commissioner based on consideration of both of the following:
(i) Whether the failure of the contractor or subcontractor to pay the correct rate of per diem wages was a good faith mistake and, if so, the error was promptly and voluntarily corrected when brought to the attention of the contractor or subcontractor.
(ii) Whether the contractor or subcontractor has a prior record of failing to meet its prevailing wage obligations.
(B)(i) The penalty may not be less than forty dollars ($40) for each calendar day, or portion thereof, for each worker paid less than the prevailing wage rate, unless the failure of the contractor or subcontractor to pay the correct rate of per diem wages was a good faith mistake and, if so, the error was promptly and voluntarily corrected when brought to the attention of the contractor or subcontractor. (ii) The penalty may not be less than eighty dollars ($80) for each calendar day, or portion thereof, for each worker paid less than the prevailing wage rate, if the contractor or subcontractor has been assessed penalties within the previous three years for failing to meet its prevailing wage obligations on a separate contract, unless those penalties were subsequently withdrawn or overturned. (iii) The penalty may not be less than one hundred twenty dollars ($120) for each calendar day, or portion thereof, for each worker paid less than the prevailing wage rate, if the Labor Commissioner determines that the violation was willful, as defined in subdivision (c) of Section 1777.1. (C) If the amount due under this section is collected from the contractor or subcontractor, any outstanding wage claim under Chapter 1 (commencing with Section 1720) of Part 7 of Division 2 against that contractor 339
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or subcontractor shall be satisfied before applying that amount to the penalty imposed on that contractor or subcontractor pursuant to this section.
(D) The determination of the Labor Commissioner as to the amount of the penalty shall be reviewable only for abuse of discretion.
(E) The difference between the prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate shall be paid to each worker by the contractor or subcontractor, and the body awarding the contract shall cause to be inserted in the contract a stipulation that this section will be complied with. (b) If a worker employed by a subcontractor on a public works project is not paid the general prevailing rate of per diem wages by the subcontractor, the prime contractor of the project is not liable for any penalties under subdivision (a) unless the prime contractor had knowledge of that failure of the subcontractor to pay the specified prevailing rate of wages to those workers or unless the prime contractor fails to comply with all of the following requirements:
(1) The contract executed between the contractor and the subcontractor for the performance of work on the public works project shall include a copy of the provisions of this section and Sections 1771, 1776, 1777.5, 1813, and 1815.
(2) The contractor shall monitor the payment of the specified general prevailing rate of per diem wages by the subcontractor to the employees, by periodic review of the certified payroll records of the subcontractor. (3) Upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages, the contractor shall diligently take corrective action to halt or rectify the failure, including, but not limited to, retaining sufficient funds due the subcontractor for work performed on the public works project. (4) Prior to making final payment to the subcontractor for work performed on the public works project, the contractor shall obtain an affidavit signed under penalty of perjury from the subcontractor that the subcontractor has paid the specified general prevailing rate of per diem wages to his or her employees on the public works project and any amounts due pursuant to Section 1813. (c) The Division of Labor Standards Enforcement shall notify the contractor on a public works project within 15 days of the receipt by the Division of Labor Standards Enforcement of a complaint of the failure of a subcontractor on that public works project to pay workers the general prevailing rate of per diem wages.

Section 1776. Payroll records; retention; inspection; redacted information; agencies entitled to receive nonredacted copies of certified records; noncompliance penalties; rules (a) Each contractor and subcontractor shall keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by him or her in connection with the public work. Each payroll record shall contain or be verified by a written declaration that it is made under penalty of perjury, stating both of the following:
(1) The information contained in the payroll record is true and correct. (2) The employer has complied with the requirements of Sections 1771, 1811, and 1815 for any work performed by his or her employees on the public works project. 340
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(b) The payroll records enumerated under subdivision (a) shall be certified and shall be available for inspection at all reasonable hours at the principal office of the contractor on the following basis:
(1) A certified copy of an employee's payroll record shall be made available for inspection or furnished to the employee or his or her authorized representative on request. (2) A certified copy of all payroll records enumerated in subdivision (a) shall be made available for inspection or furnished upon request to a representative of the body awarding the contract and the Division of Labor Standards Enforcement of the Department of Industrial Relations. (3) A certified copy of all payroll records enumerated in subdivision (a) shall be made available upon request by the public for inspection or for copies thereof. However, a request by the public shall be made through either the body awarding the contract or the Division of Labor Standards Enforcement. If the requested payroll records have not been provided pursuant to paragraph (2), the requesting party shall, prior to being provided the records, reimburse the costs of preparation by the contractor, subcontractors, and the entity through which the request was made. The public may not be given access to the records at the principal office of the contractor.
(c) Unless required to be furnished directly to the Labor Commissioner in accordance with paragraph (3) of subdivision (a) of Section 1771.4, the certified payroll records shall be on forms provided by the Division of Labor Standards Enforcement or shall contain the same information as the forms provided by the division.

The payroll records may consist of printouts of payroll data that are maintained as computer records, if the printouts contain the same information as the forms provided by the division and the printouts are verified in the manner specified in subdivision (a).
(d) A contractor or subcontractor shall file a certified copy of the records enumerated in subdivision (a) with the entity that requested the records within 10 days after receipt of a written request. (e) Except as provided in subdivision (f), any copy of records made available for inspection as copies and furnished upon request to the public or any public agency by the awarding body or the Division of Labor Standards Enforcement shall be marked or obliterated to prevent disclosure of an individual's name, address, and social security number. The name and address of the contractor awarded the contract or the subcontractor performing the contract shall not be marked or obliterated. Any copy of records made available for inspection by, or furnished to, a multiemployer Taft-Hartley trust fund (29 U.S.C. Sec. 186(c)(5)) that requests the records for the purposes of allocating contributions to participants shall be marked or obliterated only to prevent disclosure of an individual's full social security number, but shall provide the last four digits of the social security number. Any copy of records made available for inspection by, or furnished to, a joint labormanagement committee established pursuant to the federal Labor Management Cooperation Act of 1978 (29 U.S.C. Sec. 175a) shall be marked or obliterated only to prevent disclosure of an individual's social security number.
(f)(1) Notwithstanding any other provision of law, agencies that are included in the Joint Enforcement Strike Force on the Underground Economy established pursuant to Section 329 of the Unemployment Insurance Code and other law enforcement agencies investigating violations of law shall, upon request, be provided nonredacted copies of certified payroll records. Any copies of records or certified payroll made available for inspection and furnished upon request to the public by an agency included in the Joint Enforcement Strike Force on the Underground Economy or to a law enforcement agency investigating a violation of law shall be marked or redacted to prevent disclosure of an individual's name, address, and social security number. 341
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(2) An employer shall not be liable for damages in a civil action for any reasonable act or omission taken in good faith in compliance with this subdivision.
(g) The contractor shall inform the body awarding the contract of the location of the records enumerated under subdivision (a), including the street address, city, and county, and shall, within five working days, provide a notice of a change of location and address.
(h) The contractor or subcontractor has 10 days in which to comply subsequent to receipt of a written notice requesting the records enumerated in subdivision (a). In the event that the contractor or subcontractor fails to comply within the 10-day period, he or she shall, as a penalty to the state or political subdivision on whose behalf the contract is made or awarded, forfeit one hundred dollars ($100) for each calendar day, or portion thereof, for each worker, until strict compliance is effectuated. Upon the request of the Division of Labor Standards Enforcement, these penalties shall be withheld from progress payments then due. A contractor is not subject to a penalty assessment pursuant to this section due to the failure of a subcontractor to comply with this section.
(i) The body awarding the contract shall cause to be inserted in the contract stipulations to effectuate this section.
(j) The director shall adopt rules consistent with the California Public Records Act (Chapter 3.5 (commencing with Section 6250) of Division 7 of Title 1 of the Government Code) and the Information Practices Act of 1977 (Title 1.8 (commencing with Section 1798) of Part 4 of Division 3 of the Civil Code) governing the release of these records, including the establishment of reasonable fees to be charged for reproducing copies of records required by this section.

Section 1777.5. Employment of registered apprentices; wages; standards; number; apprenticeable craft or trade; exemptions; contributions; compliance program (a)(1) This chapter does not prevent the employment upon public works of properly registered apprentices who are active participants in an approved apprenticeship program. (2) For purposes of this chapter, “apprenticeship program” means a program under the jurisdiction of the California Apprenticeship Council established pursuant to Section 3070. (b)(1) Every apprentice employed upon public works shall be paid the prevailing rate of per diem wages for apprentices in the trade to which he or she is registered and shall be employed only at the work of the craft or trade to which he or she is registered.
(2) Unless otherwise provided by a collective bargaining agreement, when a contractor requests the dispatch of an apprentice pursuant to this section to perform work on a public works project and requires the apprentice to fill out an application or undergo testing, training, an examination, or other preemployment process as a condition of employment, the apprentice shall be paid for the time spent on the required preemployment activity, including travel time to and from the required activity, if any, at the prevailing rate of per diem wages for apprentices in the trade to which he or she is registered. Unless otherwise provided by a collective bargaining agreement, a contractor is not required to compensate an apprentice for the time spent on preemployment activities if the apprentice is required to take a preemployment drug or alcohol test and he or she fails to pass that test.
(c) Only apprentices, as defined in Section 3077, who are in training under apprenticeship standards that have been approved by the Chief of the Division of Apprenticeship Standards and who are parties to written 342
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apprentice agreements under Chapter 4 (commencing with Section 3070) of Division 3 are eligible to be employed at the apprentice wage rate on public works. The employment and training of each apprentice shall be in accordance with either of the following:
(1) The apprenticeship standards and apprentice agreements under which he or she is training. (2) The rules and regulations of the California Apprenticeship Council. (d) If the contractor to whom the contract is awarded by the state or any political subdivision, in performing any of the work under the contract, employs workers in any apprenticeable craft or trade, the contractor shall employ apprentices in at least the ratio set forth in this section and may apply to any apprenticeship program in the craft or trade that can provide apprentices to the site of the public work for a certificate approving the contractor under the apprenticeship standards for the employment and training of apprentices in the area or industry affected. However, the decision of the apprenticeship program to approve or deny a certificate shall be subject to review by the Administrator of Apprenticeship. The apprenticeship program or programs, upon approving the contractor, shall arrange for the dispatch of apprentices to the contractor. A contractor covered by an apprenticeship program's standards shall not be required to submit any additional application in order to include additional public works contracts under that program. “Apprenticeable craft or trade,” as used in this section, means a craft or trade determined as an apprenticeable occupation in accordance with rules and regulations prescribed by the California Apprenticeship Council. As used in this section, “contractor” includes any subcontractor under a contractor who performs any public works not excluded by subdivision (o).
(e) Before commencing work on a contract for public works, every contractor shall submit contract award information to an applicable apprenticeship program that can supply apprentices to the site of the public work.

The information submitted shall include an estimate of journeyman hours to be performed under the contract, the number of apprentices proposed to be employed, and the approximate dates the apprentices would be employed. A copy of this information shall also be submitted to the awarding body, if requested by the awarding body. Within 60 days after concluding work on the contract, each contractor and subcontractor shall submit to the awarding body, if requested, and to the apprenticeship program a verified statement of the journeyman and apprentice hours performed on the contract. The information under this subdivision shall be public. The apprenticeship programs shall retain this information for 12 months. (f) The apprenticeship program supplying apprentices to the area of the site of the public work shall ensure equal employment and affirmative action in apprenticeship for women and minorities. (g) The ratio of work performed by apprentices to journeymen employed in a particular craft or trade on the public work may be no higher than the ratio stipulated in the apprenticeship standards under which the apprenticeship program operates if the contractor agrees to be bound by those standards. However, except as otherwise provided in this section, in no case shall the ratio be less than one hour of apprentice work for every five hours of journeyman work.
(h) This ratio of apprentice work to journeyman work shall apply during any day or portion of a day when any journeyman is employed at the jobsite and shall be computed on the basis of the hours worked during the day by journeymen so employed. Any work performed by a journeyman in excess of eight hours per day or 40 hours per week shall not be used to calculate the ratio. The contractor shall employ apprentices for the number of hours computed as above before the end of the contract or, in the case of a subcontractor, before the end of the subcontract. However, the contractor shall endeavor, to the greatest extent possible, to employ apprentices during the same time period that the journeymen in the same craft or trade are employed at the jobsite. When an hourly apprenticeship ratio is not feasible for a particular craft or trade, the Administrator 343
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of Apprenticeship, upon application of an apprenticeship program, may order a minimum ratio of not less than one apprentice for each five journeymen in a craft or trade classification. (i) A contractor covered by this section who has agreed to be covered by an apprenticeship program's standards upon the issuance of the approval certificate, or who has been previously approved for an apprenticeship program in the craft or trade, shall employ the number of apprentices or the ratio of apprentices to journeymen stipulated in the applicable apprenticeship standards, but in no event less than the 1-to-5 ratio required by subdivision (g).
(j) Upon proper showing by a contractor that he or she employs apprentices in a particular craft or trade in the state on all of his or her contracts on an annual average of not less than one hour of apprentice work for every five hours of labor performed by journeymen, the Administrator of Apprenticeship may grant a certificate exempting the contractor from the 1-to-5 hourly ratio, as set forth in this section for that craft or trade. (k) An apprenticeship program has the discretion to grant to a participating contractor or contractor association a certificate, which shall be subject to the approval of the Administrator of Apprenticeship, exempting the contractor from the 1-to-5 ratio set forth in this section when it finds that any one of the following conditions is met:
(1) Unemployment for the previous three-month period in the area exceeds an average of 15 percent. (2) The number of apprentices in training in the area exceeds a ratio of 1 to 5. (3) There is a showing that the apprenticeable craft or trade is replacing at least one-thirtieth of its journeymen annually through apprenticeship training, either on a statewide basis or on a local basis. (4) Assignment of an apprentice to any work performed under a public works contract would create a condition that would jeopardize his or her life or the life, safety, or property of fellow employees or the public at large, or the specific task to which the apprentice is to be assigned is of a nature that training cannot be provided by a journeyman.
(l) If an exemption is granted pursuant to subdivision (k) to an organization that represents contractors in a specific trade from the 1-to-5 ratio on a local or statewide basis, the member contractors shall not be required to submit individual applications for approval to local joint apprenticeship committees, if they are already covered by the local apprenticeship standards.
(m)(1) A contractor to whom a contract is awarded, who, in performing any of the work under the contract, employs journeymen or apprentices in any apprenticeable craft or trade shall contribute to the California Apprenticeship Council the same amount that the director determines is the prevailing amount of apprenticeship training contributions in the area of the public works site. A contractor may take as a credit for payments to the council any amounts paid by the contractor to an approved apprenticeship program that can supply apprentices to the site of the public works project. The contractor may add the amount of the contributions in computing his or her bid for the contract. (2)(A) At the conclusion of the 2002-03 fiscal year and each fiscal year thereafter, the California Apprenticeship Council shall distribute training contributions received by the council under this subdivision, less the expenses of the Department of Industrial Relations for administering this subdivision, by making grants to approved apprenticeship programs for the purpose of training apprentices. The grant funds shall be distributed as follows:
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(i) If there is an approved multiemployer apprenticeship program serving the same craft or trade and geographic area for which the training contributions were made to the council, a grant to that program shall be made.
(ii) If there are two or more approved multiemployer apprenticeship programs serving the same craft or trade and county for which the training contributions were made to the council, the grant shall be divided among those programs based on the number of apprentices from that county registered in each program. (iii) All training contributions not distributed under clauses (i) and (ii) shall be used to defray the future expenses of the Department of Industrial Relations for the administration and enforcement of apprenticeship and preapprenticeship standards and requirements under this code. (B) An apprenticeship program shall only be eligible to receive grant funds pursuant to this subdivision if the apprenticeship program agrees, prior to the receipt of any grant funds, to keep adequate records that document the expenditure of grant funds and to make all records available to the Department of Industrial Relations so that the Department of Industrial Relations is able to verify that grant funds were used solely for training apprentices. For purposes of this subparagraph, adequate records include, but are not limited to, invoices, receipts, and canceled checks that account for the expenditure of grant funds. This subparagraph shall not be deemed to require an apprenticeship program to provide the Department of Industrial Relations with more documentation than is necessary to verify the appropriate expenditure of grant funds made pursuant to this subdivision.
(C) The Department of Industrial Relations shall verify that grants made pursuant to this subdivision are used solely to fund training apprentices. If an apprenticeship program is unable to demonstrate how grant funds are expended or if an apprenticeship program is found to be using grant funds for purposes other than training apprentices, then the apprenticeship program shall not be eligible to receive any future grant pursuant to this subdivision and the Department of Industrial Relations may initiate the process to rescind the registration of the apprenticeship program.
(3) All training contributions received pursuant to this subdivision shall be deposited in the Apprenticeship Training Contribution Fund, which is hereby created in the State Treasury. Upon appropriation by the Legislature, all moneys in the Apprenticeship Training Contribution Fund shall be used for the purpose of carrying out this subdivision and to pay the expenses of the Department of Industrial Relations. (n) The body awarding the contract shall cause to be inserted in the contract stipulations to effectuate this section. The stipulations shall fix the responsibility of compliance with this section for all apprenticeable occupations with the prime contractor.
(o) This section does not apply to contracts of general contractors or to contracts of specialty contractors not bidding for work through a general or prime contractor when the contracts of general contractors or those specialty contractors involve less than thirty thousand dollars ($30,000). (p) An awarding body that implements an approved labor compliance program in accordance with subdivision (b) of Section 1771.5 may, with the approval of the director, assist in the enforcement of this section under the terms and conditions prescribed by the director.

Section 1813. Forfeiture for violations; contract stipulation; report of violations The contractor or subcontractor shall, as a penalty to the state or political subdivision on whose behalf the contract is made or awarded, forfeit twenty- five dollars ($25) for each worker employed in the execution of 345
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the contract by the respective contractor or subcontractor for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of this article. In awarding any contract for public work, the awarding body shall cause to be inserted in the contract a stipulation to this effect. The awarding body shall take cognizance of all violations of this article committed in the course of the execution of the contract, and shall report them to the Division of Labor Standards Enforcement.

Section 1815. Overtime
Notwithstanding the provisions of Sections 1810 to 1814, inclusive, of this code, and notwithstanding any stipulation inserted in any contract pursuant to the requirements of said sections, work performed by employees of contractors in excess of 8 hours per day, and 40 hours during any one week, shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than 1 ½ times the basic rate of pay.
346
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ATTACHMENT NO. 2
CALIFORNIA PUBLIC CONTRACT CODE SECTION 9204
Section 9204. Legislative findings and declarations regarding timely and complete payment of contractors for public works projects; claims process (Eff: January 1, 2017) (a) The Legislature finds and declares that it is in the best interests of the state and its citizens to ensure that all construction business performed on a public works project in the state that is complete and not in dispute is paid in full and in a timely manner.
(b) Notwithstanding any other law, including, but not limited to, Article 7.1 (commencing with Section 10240) of Chapter 1 of Part 2, Chapter 10 (commencing with Section 19100) of Part 2, and Article 1.5 (commencing with Section 20104) of Chapter 1 of Part 3, this section shall apply to any claim by a contractor in connection with a public works project.
(c) For purposes of this section:
(1) “Claim” means a separate demand by a contractor sent by registered mail or certified mail with return receipt requested, for one or more of the following:
(A) A time extension, including, without limitation, for relief from damages or penalties for delay assessed by a public entity under a contract for a public works project. (B) Payment by the public entity of money or damages arising from work done by, or on behalf of, the contractor pursuant to the contract for a public works project and payment for which is not otherwise expressly provided or to which the claimant is not otherwise entitled. (C) Payment of an amount that is disputed by the public entity. (2) “Contractor” means any type of contractor within the meaning of Chapter 9 (commencing with Section 7000) of Division 3 of the Business and Professions Code who has entered into a direct contract with a public entity for a public works project.
(3)(A) “Public entity” means, without limitation, except as provided in subparagraph (B), a state agency, department, office, division, bureau, board, or commission, the California State University, the University of California, a city, including a charter city, county, including a charter county, city and county, including a charter city and county, district, special district, public authority, political subdivision, public corporation, or nonprofit transit corporation wholly owned by a public agency and formed to carry out the purposes of the public agency.
(B) “Public entity” shall not include the following:
(i) The Department of Water Resources as to any project under the jurisdiction of that department. (ii) The Department of Transportation as to any project under the jurisdiction of that department. (iii) The Department of Parks and Recreation as to any project under the jurisdiction of that department. (iv) The Department of Corrections and Rehabilitation with respect to any project under its jurisdiction pursuant to Chapter 11 (commencing with Section 7000) of Title 7 of Part 3 of the Penal Code. 347
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(v) The Military Department as to any project under the jurisdiction of that department. (vi) The Department of General Services as to all other projects. (vii) The High-Speed Rail Authority.
(4) “Public works project” means the erection, construction, alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind. (5) “Subcontractor” means any type of contractor within the meaning of Chapter 9 (commencing with Section 7000) of Division 3 of the Business and Professions Code who either is in direct contract with a contractor or is a lower tier subcontractor.
(d)(1)(A) Upon receipt of a claim pursuant to this section, the public entity to which the claim applies shall conduct a reasonable review of the claim and, within a period not to exceed 45 days, shall provide the claimant a written statement identifying what portion of the claim is disputed and what portion is undisputed. Upon receipt of a claim, a public entity and a contractor may, by mutual agreement, extend the time period provided in this subdivision.
(B) The claimant shall furnish reasonable documentation to support the claim. (C) If the public entity needs approval from its governing body to provide the claimant a written statement identifying the disputed portion and the undisputed portion of the claim, and the governing body does not meet within the 45 days or within the mutually agreed to extension of time following receipt of a claim sent by registered mail or certified mail, return receipt requested, the public entity shall have up to three days following the next duly publicly noticed meeting of the governing body after the 45-day period, or extension, expires to provide the claimant a written statement identifying the disputed portion and the undisputed portion. (D) Any payment due on an undisputed portion of the claim shall be processed and made within 60 days after the public entity issues its written statement. If the public entity fails to issue a written statement, paragraph (3) shall apply.
(2)(A) If the claimant disputes the public entity’s written response, or if the public entity fails to respond to a claim issued pursuant to this section within the time prescribed, the claimant may demand in writing an informal conference to meet and confer for settlement of the issues in dispute. Upon receipt of a demand in writing sent by registered mail or certified mail, return receipt requested, the public entity shall schedule a meet and confer conference within 30 days for settlement of the dispute. (B) Within 10 business days following the conclusion of the meet and confer conference, if the claim or any portion of the claim remains in dispute, the public entity shall provide the claimant a written statement identifying the portion of the claim that remains in dispute and the portion that is undisputed. Any payment due on an undisputed portion of the claim shall be processed and made within 60 days after the public entity issues its written statement. Any disputed portion of the claim, as identified by the contractor in writing, shall be submitted to nonbinding mediation, with the public entity and the claimant sharing the associated costs equally. The public entity and claimant shall mutually agree to a mediator within 10 business days after the disputed portion of the claim has been identified in writing. If the parties cannot agree upon a mediator, each party shall select a mediator and those mediators shall select a qualified neutral third party to mediate with regard to the disputed portion of the claim. Each party shall bear the fees and costs charged by its respective mediator in connection with the selection of the neutral mediator. If mediation is unsuccessful, the parts of the claim remaining in dispute shall be subject to applicable procedures outside this section. 348
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(C) For purposes of this section, mediation includes any nonbinding process, including, but not limited to, neutral evaluation or a dispute review board, in which an independent third party or board assists the parties in dispute resolution through negotiation or by issuance of an evaluation. Any mediation utilized shall conform to the timeframes in this section.
(D) Unless otherwise agreed to by the public entity and the contractor in writing, the mediation conducted pursuant to this section shall excuse any further obligation under Section 20104.4 to mediate after litigation has been commenced.
(E) This section does not preclude a public entity from requiring arbitration of disputes under private arbitration or the Public Works Contract Arbitration Program, if mediation under this section does not resolve the parties’ dispute.
(3) Failure by the public entity to respond to a claim from a contractor within the time periods described in this subdivision or to otherwise meet the time requirements of this section shall result in the claim being deemed rejected in its entirety. A claim that is denied by reason of the public entity’s failure to have responded to a claim, or its failure to otherwise meet the time requirements of this section, shall not constitute an adverse finding with regard to the merits of the claim or the responsibility or qualifications of the claimant. (4) Amounts not paid in a timely manner as required by this section shall bear interest at 7 percent per annum. (5) If a subcontractor or a lower tier subcontractor lacks legal standing to assert a claim against a public entity because privity of contract does not exist, the contractor may present to the public entity a claim on behalf of a subcontractor or lower tier subcontractor. A subcontractor may request in writing, either on their own behalf or on behalf of a lower tier subcontractor, that the contractor present a claim for work which was performed by the subcontractor or by a lower tier subcontractor on behalf of the subcontractor. The subcontractor requesting that the claim be presented to the public entity shall furnish reasonable documentation to support the claim. Within 45 days of receipt of this written request, the contractor shall notify the subcontractor in writing as to whether the contractor presented the claim to the public entity and, if the original contractor did not present the claim, provide the subcontractor with a statement of the reasons for not having done so. (e) The text of this section or a summary of it shall be set forth in the plans or specifications for any public works project that may give rise to a claim under this section. (f) A waiver of the rights granted by this section is void and contrary to public policy, provided, however, that (1) upon receipt of a claim, the parties may mutually agree to waive, in writing, mediation and proceed directly to the commencement of a civil action or binding arbitration, as applicable; and (2) a public entity may prescribe reasonable change order, claim, and dispute resolution procedures and requirements in addition to the provisions of this section, so long as the contractual provisions do not conflict with or otherwise impair the timeframes and procedures set forth in this section. (g) This section applies to contracts entered into on or after January 1, 2017. (h) Nothing in this section shall impose liability upon a public entity that makes loans or grants available through a competitive application process, for the failure of an awardee to meet its contractual obligations. (i) This section shall remain in effect only until January 1, 2027, and as of that date is repealed, unless a later enacted statute, that is enacted before January 1, 2027, deletes or extends that date. 349
Annual Concrete FY22-23 Phase II: Location Map 1
12/22/2022, 10:18:52 AM
0 0.05 0.1 0.2 mi
0 0.075 0.15 0.3 km
1:4,514
City of Anaheim, County of Los Angeles, Bureau of Land Management, Esri, HERE, Garmin, GeoTechnologies, Inc., USGS, EPA | µ
City of Orange - Engineering Design350
Annual Concrete FY22-23 Phase II: Location Map 2
11/17/2022, 10:35:30 AM
0 0.05 0.1 0.2 mi
0 0.075 0.15 0.3 km
1:4,514
City of Anaheim, County of Los Angeles, Bureau of Land Management, Esri, HERE, Garmin, GeoTechnologies, Inc., USGS, EPA | City of Orange - Engineering Design
µ
351
Annual Concrete FY22-23 Phase II: Location Map 3
11/17/2022, 10:39:55 AM
0 0.0275 0.055 0.11 mi
0 0.0425 0.085 0.17 km
1:2,257
City of Anaheim, County of Los Angeles, Bureau of Land Management, Esri, HERE, Garmin, GeoTechnologies, Inc., USGS, EPA | µ
City of Orange - Engineering Design352
Annual Concrete FY22-23 Phase II: Location Map 4
11/17/2022, 10:48:12 AM
0 0.0275 0.055 0.11 mi
0 0.0425 0.085 0.17 km
1:2,257
City of Anaheim, County of Los Angeles, Bureau of Land Management, Esri, HERE, Garmin, GeoTechnologies, Inc., USGS, EPA | µ
City of Orange - Engineering Design353
Annual Concrete FY22-23 Phase II: Location Map 5
1/19/2023, 4:04:37 PM
0 0.0275 0.055 0.11 mi
0 0.0425 0.085 0.17 km
1:2,257
City of Anaheim, County of Los Angeles, Bureau of Land Management, Esri, HERE, Garmin, GeoTechnologies, Inc., USGS, EPA | µ
City of Orange - Engineering Design354
Annual Concrete FY22-23 Phase II: Location Map 6
11/17/2022, 11:39:44 AM
0 0.025 0.05 0.1 mi
0 0.04 0.08 0.16 km
1:2,257
County of Los Angeles, Bureau of Land Management, Esri, HERE, Garmin, GeoTechnologies, Inc., USGS, EPA | City of Orange - Engineering Design
µ
355
Annual Concrete FY22-23 Phase II: Location Map 7
11/17/2022, 11:50:28 AM
0 0.0275 0.055 0.11 mi
0 0.0425 0.085 0.17 km
1:2,257
County of Los Angeles, Bureau of Land Management, Esri, HERE, Garmin, GeoTechnologies, Inc., USGS, EPA | µ
City of Orange - Engineering Design356
Annual Concrete FY22-23 Phase II: Location Map 8
11/21/2022, 8:02:31 AM
0 0.05 0.1 0.2 mi
0 0.075 0.15 0.3 km
1:4,514
City of Anaheim, County of Los Angeles, Bureau of Land Management, Esri, HERE, Garmin, GeoTechnologies, Inc., USGS, EPA | µ
City of Orange - Engineering Design357
Annual Concrete FY22-23 Phase II: Location Map 9
11/21/2022, 8:08:50 AM
0 0.05 0.1 0.2 mi
0 0.075 0.15 0.3 km
1:4,514
County of Los Angeles, Bureau of Land Management, Esri, HERE, Garmin, GeoTechnologies, Inc., USGS, EPA | City of Orange - Engineering Design
µ
358
Annual Concrete FY22-23 Phase II: Location Map 10
11/21/2022, 8:43:01 AM
0 0.05 0.1 0.2 mi
0 0.075 0.15 0.3 km
1:4,514
City of Anaheim, County of Los Angeles, Bureau of Land Management, Esri, HERE, Garmin, GeoTechnologies, Inc., USGS, EPA | µ
City of Orange - Engineering Design359
Annual Concrete FY22-23 Phase II: Location Map 11
1/18/2023, 10:48:14 AM
0 0.05 0.1 0.2 mi
0 0.075 0.15 0.3 km
1:4,514
County of Los Angeles, Bureau of Land Management, Esri, HERE, Garmin, GeoTechnologies, Inc., USGS, EPA | µ
City of Orange - Engineering Design360
Annual Concrete FY22-23 Phase II: Location Map 12
12/2/2022, 4:06:42 PM
0 0.0275 0.055 0.11 mi
0 0.0425 0.085 0.17 km
1:2,257
City of Anaheim, County of Los Angeles, Bureau of Land Management, Esri, HERE, Garmin, GeoTechnologies, Inc., USGS, EPA | µ
City of Orange - Engineering Design361
Annual Concrete FY22-23 Phase II: Location Map 13
1/19/2023, 8:18:02 AM
0 0.025 0.05 0.1 mi
0 0.04 0.08 0.16 km
1:2,257
County of Los Angeles, Bureau of Land Management, Esri, HERE, Garmin, GeoTechnologies, Inc., USGS, EPA | City of Orange - Engineering Design
µ
362
Annual Concrete FY22-23 Phase II: Location Map 14
1/19/2023, 8:15:33 AM
0 0.05 0.1 0.2 mi
0 0.075 0.15 0.3 km
1:4,514
City of Anaheim, County of Los Angeles, Bureau of Land Management, Esri, HERE, Garmin, GeoTechnologies, Inc., USGS, EPA | City of Orange - Engineering Design
µ
363
Agenda Item
City Council
Item #: 3.15. 2/14/2023 File #: 23-0054
TO: Honorable Mayor and Members of the City Council
THRU: Tom Kisela, Interim City Manager
FROM: Christopher Cash, Public Works Director

1. SUBJECT
First Amendment to Contract with American Asphalt South, Inc.; and Final Acceptance of Bid No. 21-

22.35, Annual Slurry Seal at Various Locations, and authorization to file Notice of Completion.

2. SUMMARY
The City of Orange has entered into a contract with American Asphalt South Inc. for the Annual Slurry Seal at Various Locations project. Additional locations have been added at the agreed bid unit prices in the amount of $51,848.60. The work has been completed to the satisfaction of the Public Works Department.

3. RECOMMENDED ACTION

1. Approve the First Amendment to Contract in the amount of $51,848.60 with American Asphalt South Inc, for additional work; and authorize the Mayor and City Clerk to execute on behalf of the City.

2. Accept Annual Slurry Seal at Various Locations Project (SP-4211) as complete, and authorize staff to file Notice of Completion with the County Recorder.

4. FISCAL IMPACT
The total expenditure for this project is $618,305.60 and will be funded in Pavement Management Program (13120) through:

Road Maintenance Rehabilitation Account (274) $472,884.60 Measure M2 (263) 145,421.00 Total
$618,305.60

5. STRATEGIC PLAN GOALS
Goal 1. Provide for a safe community. b: Provide and
maintain infrastructure necessary to ensure the safety of the public.

Goal 4: Provide outstanding public service b: Provide
facilities and service to meet customer expectations.

6. DISCUSSION AND BACKGROUND
The City Council awarded the Annual Slurry Seal at Various Locations Project on June 14, 2022, to American Asphalt South, Inc. The scope of work consists of applying a slurry seal at various City of Orange Page 1 of 2 Printed on 2/8/2023
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Item #: 3.15. 2/14/2023 File #: 23-0054
American Asphalt South, Inc. The scope of work consists of applying a slurry seal at various pavement locations throughout the City. The rehabilitated pavement will have a longer service life and will provide a safe and smooth ride for the public.

Additional work was added to the project to repair damage caused by a CR&R vehicle that had a significant hydraulic fluid leak on various residential streets. During construction, additional locations were identified and added to this contract at the agreed bid unit prices. The City is working with CR&R to obtain reimbursement for the cost of those repairs, in the amount of $145,266.

The work has been completed to the satisfaction of the Public Works Department. Staff is recommending that the City Council approves First Amendment to Contract in the amount of $51,848.60.

The original awarded contract amount for American Asphalt South, Inc. was $514,961. The First Amendment to Contract represent a 20.1% increase from the original awarded contract amount bringing the total awarded contract amount to $618,305.60.

7. ATTACHMENTS
· First Amendment to Contract
· Notice of Completion and Acceptance
City of Orange Page 2 of 2 Printed on 2/8/2023
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Agenda Item
City Council
Item #: 3.15. 2/14/2023 File #: 23-0054
TO: Honorable Mayor and Members of the City Council
THRU: Tom Kisela, Interim City Manager
FROM: Christopher Cash, Public Works Director

1. SUBJECT
First Amendment to Contract with American Asphalt South, Inc.; and Final Acceptance of Bid No. 21-

22.35, Annual Slurry Seal at Various Locations, and authorization to file Notice of Completion.

3. RECOMMENDED ACTION

1. Approve the First Amendment to Contract in the amount of $51,848.60 with American Asphalt South Inc, for additional work; and authorize the Mayor and City Clerk to execute on behalf of the City.

2. Accept Annual Slurry Seal at Various Locations Project (SP-4211) as complete, and authorize staff to file Notice of Completion with the County Recorder.

4. FISCAL IMPACT
The total expenditure for this project is $618,305.60 and will be funded in Pavement Management Program (13120) through:

Road Maintenance Rehabilitation Account (274) $472,884.60 Measure M2 (263) 145,421.00 Total
$618,305.60

5. STRATEGIC PLAN GOALS
Goal 1. Provide for a safe community. b: Provide and
maintain infrastructure necessary to ensure the safety of the public.

Goal 4: Provide outstanding public service b: Provide
facilities and service to meet customer expectations.

6. DISCUSSION AND BACKGROUND
The City Council awarded the Annual Slurry Seal at Various Locations Project on June 14, 2022, to American Asphalt South, Inc. The scope of work consists of applying a slurry seal at various City of Orange Page 1 of 2 Printed on 2/8/2023
powered by Legistar™366
Item #: 3.15. 2/14/2023 File #: 23-0054
American Asphalt South, Inc. The scope of work consists of applying a slurry seal at various pavement locations throughout the City. The rehabilitated pavement will have a longer service life and will provide a safe and smooth ride for the public.

The work has been completed to the satisfaction of the Public Works Department. Staff is recommending that the City Council approves First Amendment to Contract in the amount of $51,848.60.

7. ATTACHMENTS
· First Amendment to Contract
· Notice of Completion and Acceptance
City of Orange Page 2 of 2 Printed on 2/8/2023
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FIRST AMENDMENT
TO

CONTRACT
[Annual Slurry Seal at Various Locations (Bid No. 21-22.35; SP-4211)] THIS FIRST AMENDMENT TO CONTRACT (the “First Amendment”) is made and entered into as of ______________, 2023 (“Effective Date”) by and between the CITY OF ORANGE, a municipal corporation (“City”), and AMERICAN ASPHALT SOUTH, INC., a California corporation (“Contractor”), with reference to the following.

A. City and Contractor entered into a Contract (Agreement No. 7378) dated July 18, 2022, which is incorporated herein by this reference (the “Original Contract”); and B. City and Contractor desire to modify, amend and supplement certain portions of the Original Contract by revising the Scope of Work and increasing the compensation.

NOW, THEREFORE, the parties hereby agree as follows:

Section 1. Defined Terms. Except as otherwise defined herein, all capitalized terms used herein shall have the meanings set forth for such terms in the Original Contract.

Section 2. Cross-References. City and Contractor agree that all references in this First Amendment are deemed and construed to refer to the Original Contract, as implemented by this First Amendment.

Section 3. Revised Work Performed. The Contractor’s Proposal as referenced in Article 1 of the Original Contract, is hereby amended, modified and supplemented to include the services described on Exhibit A attached hereto and incorporated herein by this reference.

Section 4. Term. Pursuant to Article 2 of the Original Contract, the City hereby extends the time for completion of the Work until November 5, 2022.

Section 5. Compensation. Article 3 of the Original Contract is hereby amended to increase the total not-to-exceed compensation for the services to be rendered by FIFTY-ONE THOUSAND EIGHT HUNDRED FORTY-EIGHT DOLLARS and 60/100 ($51,848.60) and Sections 3.a and 3.c are hereby amended in their entirety to read as follows:
“a. Contractor agrees to receive and accept an amount not to exceed FIVE

HUNDRED SIXTY-SIX THOUSAND EIGHT HUNDRED NINE DOLLARS
AND 60/100 ($566,809.60) as compensation for furnishing all materials and doing all the Work contemplated and embraced in this Contract. Said compensation covers (1) all loss or damage arising out of the nature of the Work, from the acts of the elements; (2) any unforeseen difficulties or obstructions which may arise or be encountered in the prosecution of the Work until its acceptance by City, other than as provided below; (3) all risks of every 368
description connected with the Work; (4) all expenses incurred by or in consequence of the suspension or discontinuance of the Work; and (5) well and faithfully completing the Work, and for the whole thereof, in the manner and according to the Plans and Specifications, and requirements of the Authorized City Representative under them. Retention amounts shall be withheld from progress payments as required by law unless Contractor provides securities in lieu of retention.”
“c. The total amount of compensation under this Contract, including contingencies, shall not exceed SIX HUNDRED EIGHTEEN THOUSAND THREE HUNDRED FIVE DOLLARS and 00/60 ($618,305.60).”
Section 6. Integration. This First Amendment amends, as set forth herein, the Original Contract and, except as specifically amended hereby, the Original Contract shall remain in full force and effect. To the extent that there is any conflict or inconsistency between the terms and provisions of this First Amendment and the terms and provisions of the Original Contract, the terms and provisions of this First Amendment shall control and govern the rights and obligations of the parties.
[Remainder of page intentionally left blank; signatures on next page] 369
IN WITNESS of this Contract, the parties enter into this Contract on the year and day first above written.
“CONTRACTOR” “CITY”
AMERICAN ASPHALT SOUTH, INC., CITY OF ORANGE, a municipal corporation a California corporation
By:
*By: Daniel R. Slater, Mayor
Printed Name:

Title:

ATTEST:
*By:

Printed Name:

Title:

Pamela Coleman, City Clerk
APPROVED AS TO FORM:

Mary E. Binning, City Attorney
*NOTE: If CONTRACTOR is a corporation, the City requires the following signature(s):
-- (1) the Chairman of the Board, the President or a Vice-President, AND (2) the Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary or an Assistant Treasurer. If only one corporate officer exists or one corporate officer holds more than one corporate office, please so indicate. OR -- The corporate officer named in a corporate resolution as authorized to enter into this Agreement. A copy of the corporate resolution, certified by the Secretary close in time to the execution of the Agreement, must be provided to the City. 370
EXHIBIT “A”

SUPPLEMENTAL SCOPE OF SERVICES
[Behind this page.]
371
PROJECT:

PROJECT NO:

CONTRACTOR: Date: 1/11/2023
DESCRIPTION UNIT UNIT ORIGINAL ORIGINAL FINAL QUANTITY Increase / (Decrease) NO. OF WORK PRICE DESCRIPTION QUANTITY AMOUNT QUANTITY AMOUNT QUANTITY AMOUNT 1 Traffic Control $ 75,000.00 LS 1 $ 75,000.00 1 $ 75,000.00 0 $ - 2 Cold Mill Asphalt Concrete (2.5"
Minimum) for Pavement Repair Prior to
Slurry $ SY 1,000 24,200.00 24.20 $ 748 18,101.60 $ (252) (6,098.40) $ 3 Asphalt Concrete for Paving Repairs
Prior to Slurry $ Ton 140 26,180.00 187.00 $ 114 21,318.00 $ (26) (4,862.00) $ 4 Type II Polymer Modified Emulsion
RAP Slurry Seal (PME-RAP) $ ELT 920 358,294.00 389.45 $ 1,192 464,224.40 $ 272 105,930.40 $ 5 Verify, Inventory, and Re-Install All
Roadway Traffic Signing and Striping,
Raised Pavement Markers (RPM's) and
Pavement Markings (Legends) $ LS 1 21,937.00 21,937.00 $ 1 21,937.00 $ 0 - $ 6 Remove and Replace Water Valve
Concrete Collars per OWD-101 $ EA 10 9,350.00 935.00 $ 10 9,350.00 $ 0 - $ Total Contract Items: 514,961.00 $ 609,931.00 $ $ 94,970.00 Contract Change Order
1 Re-Crack Seal of Meadowbrook $ 3,000.00 LS 1 $ 3,000.00 1 $ 3,000.00 0 $ 3,000.00 2 Additional R&R of Striping on Malena
and Briarwood $ LS 1 5,374.60 5,374.60 $ 1 5,374.60 $ 0 5,374.60 $ $ 8,374.60 8,374.60 $ 8,374.60 $
PROJECT TOTAL: 523,335.60 $ $618,305.60 103,344.60 $
Original Contract Amount: 514,961.00 $ Original Contract Time: 60 New Contract Amount Including
Contract Change Orders: $ Original Agrement Date: 6/14/2022 618,305.60 Change from Original Contract
Amount in Percentage: 20.1% Original Completion Date: 11/5/2022 Revised Completion Date:

Approved:

Division Manager
Approved:

Public Works Director
Approved:

Acceptance Date: Contractor:

By: Title:

City Attorney City Manager (If Applicable)
The compensation (time and cost) set forth in this Change Order constitutes the total compensation due to the Contractor, all Subcontractors, and all suppliers, for the work or change defined in this Change Order, including all impacts on any unchanged work. By signing this Change Order, the Contractor acknowledges and agrees, on behalf of himself, all Subcontractors, and all suppliers, that the stipulated compensation includes payment for all work contained in this Change Order, plus all payment for the interruption of schedules, extended overhead costs, delays, and all impacts, ripple effects or cumulative impacts on all other work under this Contract. The signing of this Change Order shall indicate that the Change Order constitutes a full mutual accord and satisfaction for the change and that the time and/or cost under the Change Order constitutes the total equitable adjustment owed the Contractor, all Subcontractors, and all suppliers, as a result of the change. The Contractor, on behalf of himself, all Subcontractors, and suppliers, agrees to waive all rights, without exception or reservation of any kind whatsoever, to file any further claim or request for equitable adjustment of any type, for any reasonably foreseeable cause that shall arise out of or as a result of this Change Order or the impact of this Change Order on the remainder of the work under this Contract.

We, the undersigned Contractor, have given careful consideration to the change proposed and hereby agree, if this proposal is approved, that we will provide all equipment, furnish all materials, except as may otherwise be noted above, and perform all services necessary for the work above specified, and will accept as full payment, including all overhead and bonds. Therefore the prices are shown above.

If the Contractor does not signify acceptance of this order, his attention is directed to the requirements of the specifications as to proceeding with the order work and filing a written protest within the time therein specified.

Approved as to form:

FINAL CONTRACT CHANGE ORDER
SP-4211 Annual Slurry Project FY 2021-22
Bid No. 21-22.35
American Asphalt South, Inc.

You are hereby directed to make the herein described changes from the plans and specifications or do the following described work not included in the plans and specifications on this contract.

NOTE: This change order is not effective until approved by the City

Description of work to be done, an estimate of quantities, and prices to be paid. Segregate between additional work at the contract price, agreed price and force account. Unless otherwise stated, rates for rental of equipment cover only such time as equipment is actually used and no allowance will be made for idle time.

The following work is added or deleted, as applicable, from the contract as a change order in accordance with the provisions of Section 3 of the contract specifications. The method of payment shall be as described for each item of this change order.

Date of City Council Approval for
FCCO(If Applicable)
Change requested by:

Project Manager
Approved:

City Engineer
2/14/2023
372

RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

City of Orange
300 East Chapman Avenue
Orange, California 92866
Attention: City Clerk
[Space above this line for Recorder’s use only.]

THIS DOCUMENT IS RECORDED AT THE

REQUEST AND FOR THE BENEFIT OF THE CITY

OF ORANGE AND IS EXEMPT FROM THE

PAYMENT OF A RECORDING FEE PURSUANT
TO GOVERNMENT CODE SECTIONS 6103 AND
27383.

NOTICE OF COMPLETION AND ACCEPTANCE
NOTICE IS HEREBY GIVEN that work on that certain public work and improvements known as “Annual Slurry Seal at Various Locations (Bid No. 21-22.35; SP-4211)” (herein referred to as the “Project”), for the owner, the City of Orange, a municipal corporation (herein referred to as the “City”), whose address is 300 E. Chapman Avenue, Orange, CA 92866, was completed and accepted by the City Council of the City of Orange on February 14, 2023 at a regular meeting of its members, at which a quorum was present and acting throughout. The Project is at various locations throughout the City of Orange, State of California. The contractor who performed (or caused to be performed) said public work and improvements were American Asphalt South, a California corporation, with its principal office at 19792 El Rivino Rd, Riverside, State of California.

The name of the surety on the Labor and Material Bond for the Project is The Everest Reinsurance Company, Delaware (Bond No. ES00012054) in the amount of $514,961.00.

DATED as of the 14th day of February 2023. CITY OF ORANGE, a municipal corporation By:

Daniel R. Slater, Mayor, City of Orange

STATE OF CALIFORNIA

COUNTY OF ORANGE
I, Daniel R. Slater, Mayor of the City of Orange, state that I have read the foregoing document know the contents thereof, and that the facts therein stated are true of my own knowledge. I hereby declare under penalty of perjury that the foregoing is true and correct.

DATED as of the 14th day of February 2023 at Orange, California.

Daniel R. Slater, Mayor, City of Orange
I, Pamela Coleman, City Clerk for the City of Orange, hereby attest that Daniel R. Slater is known to me to be the Mayor of the City of Orange and known to me to be the person who executed the within instrument on behalf of said municipal corporation and acknowledged to me that the City of Orange executed the same.

Pamela Coleman, City Clerk, City of Orange
373
Agenda Item
City Council
Item #: 3.16. 2/14/2023 File #: 23-0084
TO: Honorable Mayor and Members of the City Council
THRU: Tom Kisela, Interim City Manager
FROM: Christopher Cash, Public Works Director

1. SUBJECT
Final Acceptance of Bid No. 21-22.17, Tustin Street, Katella Avenue & La Veta Avenue Water Quality Storm Drain Improvement Project; and authorization to file Notice of Completion.

2. SUMMARY
The City of Orange has entered into a contract with Beador Construction Company Inc, for the Tustin Street, Katella Avenue & La Veta Avenue Water Quality Storm Drain Improvement Project D-178. The work was completed to the satisfaction of the Public Works Department.

3. RECOMMENDED ACTION
Accept Tustin Street, Katella Avenue & La Veta Avenue Water Quality Storm Drain Improvement Project as complete; and authorize staff to file Notice of Completion with the County Recorder.

4. ATTACHMENTS
· Notice of Completion and Acceptance
City of Orange Page 1 of 1 Printed on 2/8/2023
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Agenda Item
City Council
Item #: 3.16. 2/14/2023 File #: 23-0084
TO: Honorable Mayor and Members of the City Council
THRU: Tom Kisela, Interim City Manager
FROM: Christopher Cash, Public Works Director

1. SUBJECT
Final Acceptance of Bid No. 21-22.17, Tustin Street, Katella Avenue & La Veta Avenue Water Quality Storm Drain Improvement Project; and authorization to file Notice of Completion.

4. ATTACHMENTS
· Notice of Completion and Acceptance
City of Orange Page 1 of 1 Printed on 2/8/2023
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RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

City of Orange
300 East Chapman Avenue
Orange, California 92866
Attention: City Clerk
[Space above this line for Recorder’s use only.]

THIS DOCUMENT IS RECORDED AT THE

REQUEST AND FOR THE BENEFIT OF THE CITY

OF ORANGE AND IS EXEMPT FROM THE

PAYMENT OF A RECORDING FEE PURSUANT
TO GOVERNMENT CODE SECTIONS 6103 AND
27383.

NOTICE OF COMPLETION AND ACCEPTANCE
NOTICE IS HEREBY GIVEN that work on that certain public work and improvements known as “Tustin Street, Katella,and La Veta Water Quality Storm Drain Improvement Project (Bid No. 21-22.27; D-178)” (herein referred to as the “Project”), for the owner, the City of Orange, a municipal corporation (herein referred to as the “City”), whose address is 300 E. Chapman Avenue, Orange, CA 92866, was completed and accepted by the City Council of the City of Orange on February 14, 2023 at a regular meeting of its members, at which a quorum was present and acting throughout. The Project is at various locations throughout the City of Orange, State of California. The contractor who performed (or caused to be performed) said public work and improvements were Beador Construction Company, a California corporation, with its principal office at 26320 Lester Circle, Corona, State of California.

The name of the surety on the Labor and Material Bond for the Project is Lexon Insurance Company, Texas (Bond No. LICX1191465) in the amount of $753,300.00.

DATED as of the 14th day of February 2023. CITY OF ORANGE, a municipal corporation By:

Daniel R. Slater, Mayor, City of Orange

STATE OF CALIFORNIA

DATED as of the 14th day of February 2023 at Orange, California.

Pamela Coleman, City Clerk, City of Orange
376
Agenda Item
City Council
Item #: 3.17. 2/14/2023 File #: 23-0023
TO: Honorable Mayor and Members of the City Council
THRU: Tom Kisela, Interim City Manager
FROM: Christopher Cash, Public Works Director

1. SUBJECT
Final Acceptance of Bid No. 22-23.08, Orange Library Facility Rehabilitation; and authorization to file Notice of Completion.

2. SUMMARY
The project improved the interior of the City of Orange library facilities with new carpet and paint along with other improvements at Main Library, Taft Branch Library, and El Modena Branch Library.

Painting & Décor, Inc. completed the work to the satisfaction of the Public Works Department.

3. RECOMMENDED ACTION
Accept Orange Library Facility Rehabilitation as complete (SP-4231), and authorize staff to file Notice of Completion with the County Recorder.

4. ATTACHMENTS
· Notice of Completion and Acceptance
City of Orange Page 1 of 1 Printed on 2/8/2023
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Agenda Item
City Council
Item #: 3.17. 2/14/2023 File #: 23-0023
TO: Honorable Mayor and Members of the City Council
THRU: Tom Kisela, Interim City Manager
FROM: Christopher Cash, Public Works Director

1. SUBJECT
Final Acceptance of Bid No. 22-23.08, Orange Library Facility Rehabilitation; and authorization to file Notice of Completion.

Painting & Décor, Inc. completed the work to the satisfaction of the Public Works Department.

3. RECOMMENDED ACTION
Accept Orange Library Facility Rehabilitation as complete (SP-4231), and authorize staff to file Notice of Completion with the County Recorder.

4. ATTACHMENTS
· Notice of Completion and Acceptance
City of Orange Page 1 of 1 Printed on 2/8/2023
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RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

City of Orange
300 East Chapman Avenue
Orange, California 92866
Attention: City Clerk
[Space above this line for Recorder’s use only.]

THIS DOCUMENT IS RECORDED AT THE

REQUEST AND FOR THE BENEFIT OF THE CITY

OF ORANGE AND IS EXEMPT FROM THE

PAYMENT OF A RECORDING FEE PURSUANT
TO GOVERNMENT CODE SECTIONS 6103 AND
27383.

NOTICE OF COMPLETION AND ACCEPTANCE
NOTICE IS HEREBY GIVEN that work on that certain public work and improvements known as “Orange Library Interior Facility Rehabilitation (Bid No. 22-23.08; SP-4231)” (herein referred to as the “Project”), for the owner, the City of Orange, a municipal corporation (herein referred to as the “City”), whose address is 300 E. Chapman Avenue, Orange, CA 92866, was completed and accepted by the City Council of the City of Orange on February 14, 2023 at a regular meeting of its members, at which a quorum was present and acting throughout. The Project is at three locations which are 407 E. Chapman Avenue, 380 S. Hewes Street, and 740 E. Taft Avenue in the City of Orange, State of California. The Contractor who performed (or caused to be performed) said public work and improvements was Painting & Décor Inc., a California Corporation, with its principal office at 1210 N. Jefferson St., Suite K, in the City of Anaheim, State of California.

The name of the surety on the Labor and Material Bond for the Project is The Ohio Casualty Insurance Company of Massachusetts (Bond# 024263916) in the amount of $848,585.00.

DATED as of the 14th day of February 2023. CITY OF ORANGE, a municipal corporation By:

Daniel R. Slater, Mayor of the City of Orange

STATE OF CALIFORNIA

COUNTY OF ORANGE
I, Daniel R. Slater, Mayor of the City of Orange, state that I have read the foregoing document, know the contents thereof, and that the facts therein stated are true of my own knowledge. I hereby declare under penalty of perjury that the foregoing is true and correct.

DATED as of the 14th day of February 2023, at Orange, California.

Daniel R. Slater, Mayor of the City of Orange
I, Pamela Coleman, City Clerk for the City of Orange, hereby attest that Daniel R. Slater is known to me to be the Mayor of the City of Orange and known to me to be the person who executed the within instrument on behalf of said municipal corporation, and acknowledged to me that the City of Orange executed the same.

Pamela Coleman, City Clerk of the City of Orange
379
Agenda Item
City Council
Item #: 3.18. 2/14/2023 File #: 23-0096
TO: Honorable Mayor and Members of the City Council
THRU: Tom Kisela, Interim City Manager
FROM: Christopher Cash, Public Works Director

1. SUBJECT
Final Acceptance of Modular Trailer Relocation for Transition to Continuum of Care Phase II; and authorization to file Notice of Completion.

2. SUMMARY
The project disassembled the former Fire Headquarter modular building, transported and reassembled at 517 West Struck Avenue. R. Jensen Co. Inc. completed the work to the satisfaction of the Public Works Department.

3. RECOMMENDED ACTION
Accept Modular Trailer Relocation for Transition to Continuum of Care Phase II as complete, and authorize staff to file Notice of Completion with the County Recorder.

4. ATTACHMENTS
· Notice of Completion and Acceptance
City of Orange Page 1 of 1 Printed on 2/8/2023
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Agenda Item
City Council
Item #: 3.18. 2/14/2023 File #: 23-0096
TO: Honorable Mayor and Members of the City Council
THRU: Tom Kisela, Interim City Manager
FROM: Christopher Cash, Public Works Director

1. SUBJECT
Final Acceptance of Modular Trailer Relocation for Transition to Continuum of Care Phase II; and authorization to file Notice of Completion.

3. RECOMMENDED ACTION
Accept Modular Trailer Relocation for Transition to Continuum of Care Phase II as complete, and authorize staff to file Notice of Completion with the County Recorder.

4. ATTACHMENTS
· Notice of Completion and Acceptance
City of Orange Page 1 of 1 Printed on 2/8/2023
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RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

City of Orange
300 East Chapman Avenue
Orange, California 92866
Attention: City Clerk
[Space above this line for Recorder’s use only.]

THIS DOCUMENT IS RECORDED AT THE

REQUEST AND FOR THE BENEFIT OF THE CITY

OF ORANGE AND IS EXEMPT FROM THE

PAYMENT OF A RECORDING FEE PURSUANT
TO GOVERNMENT CODE SECTIONS 6103 AND
27383.

NOTICE OF COMPLETION AND ACCEPTANCE
NOTICE IS HEREBY GIVEN that work on that certain public work and improvements known as “Transition to Continuum of Care Phase II Modular Trailer Relocation (Agreement No. 7447)” (herein referred to as the “Project”), for the owner, the City of Orange, a municipal corporation (herein referred to as the “City”), whose address is 300 E.

Chapman Avenue, Orange, CA 92866, was completed and accepted by the City Council of the City of Orange on February 14, 2023 at a regular meeting of its members, at which a quorum was present and acting throughout. The Project is at 517 W. Struck Avenue in the City of Orange, State of California. The contractor who performed (or caused to be performed) said public work and improvements was R. Jesen Co., Inc., a California corporation, with its principal office at 538 Sixth Street, in the City of Norco, State of California 92860.

The name of the surety on the Labor and Material Bond for the Project is Contractors Bonding and Insurance Company State of Illinois (Bond No. RCB0030705) in the amount of $87,308.00.

DATED as of the 14th day of February, 2023. CITY OF ORANGE, a municipal corporation By:

Daniel R. Slater, Mayor of the City of Orange

STATE OF CALIFORNIA

DATED as of the 14th day of February, 2023 at Orange, California.

Pamela Coleman, City Clerk of the City of Orange
382
Agenda Item
City Council
Item #: 3.19. 2/14/2023 File #: 23-0092
TO: Honorable Mayor and Members of the City Council
THRU: Tom Kisela, Interim City Manager
FROM: Leslie Hardy, Community Services Director

1. SUBJECT
Final Acceptance of Tot Lot Shade Sails Installation at Serrano, Fred Barrera, and El Modena Parks; and authorization to file Notice of Completion.

2. SUMMARY
The City entered into a contract with Shade Structures, Inc., dba USA Shade & Fabric Structures (Agreement No. 7318), for the installation of tot lot shade sails at Serrano, Fred Barrera, and El Modena Parks. The work has been completed to the satisfaction of the Community Services Department.

3. RECOMMENDED ACTION
Accept Tot Lot Shade Sails Installation as complete; and authorize staff to file Notice of Completion with the County Recorder.

4. ATTACHMENTS
· Notice of Completion and Acceptance
City of Orange Page 1 of 1 Printed on 2/9/2023
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Agenda Item
City Council
Item #: 3.19. 2/14/2023 File #: 23-0092
TO: Honorable Mayor and Members of the City Council
THRU: Tom Kisela, Interim City Manager
FROM: Leslie Hardy, Community Services Director

1. SUBJECT
Final Acceptance of Tot Lot Shade Sails Installation; and authorization to file Notice of Completion.

3. RECOMMENDED ACTION
Accept Tot Lot Shade Sails Installation as complete; and authorize staff to file Notice of Completion with the County Recorder.

4. ATTACHMENTS
· Notice of Completion and Acceptance
City of Orange Page 1 of 1 Printed on 2/8/2023
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RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

City of Orange
300 East Chapman Avenue
Orange, California 92866
Attention: City Clerk
[Space above this line for Recorder’s use only.]

THIS DOCUMENT IS RECORDED AT THE

REQUEST AND FOR THE BENEFIT OF THE CITY

OF ORANGE AND IS EXEMPT FROM THE

PAYMENT OF A RECORDING FEE PURSUANT
TO GOVERNMENT CODE SECTIONS 6103 AND
27383.

NOTICE OF COMPLETION AND ACCEPTANCE
NOTICE IS HEREBY GIVEN that work on that certain public work and improvements known as “Tot Lot Shade Sails Installation (AGR. 7318)” (herein referred to as the ‘Project’), for the owner, the City of Orange, a municipal corporation (herein referred to as the ‘City’), whose address is 300 E. Chapman Avenue, Orange, CA 92866, was completed and accepted by the City Council of the City of Orange on February 14, 2023 at a regular meeting of its members, at which a quorum was present and acting throughout. The Project was performed at Serrano Park: 2349 Apache Creek Dr., 92869; Fred Barrera Park: 8380 E. Serrano Ave., 92869; El Modena Park: 555 S. Hewes St., 92869 in the City of Orange. The Contractor who performed (or caused to be performed) said public work and improvements was Shade Structures, Inc. dba USA Shade & Fabric Structures, with its principal office at 2580 Esters Blvd. Ste. 100 DFW Airport, TX 75261.

DATED as of the 14th day of February 2023. CITY OF ORANGE, a municipal corporation By:

Daniel R. Slater, Mayor, City of Orange

STATE OF CALIFORNIA

DATED as of the 14th day of February 2023.

Daniel R. Slater, Mayor, City of Orange
I, Pamela Coleman, City Clerk for the City of Orange, hereby attest that Daniel R. Slater is known to me to be the Mayor of the City of Orange and known to me to be the person who executed the within instrument on behalf of said municipal corporation, and acknowledged to me that the City of Orange executed the same.

Pamela Coleman, City Clerk, City of Orange
385
Agenda Item
City Council
Item #: 3.20. 2/14/2023 File #: 23-0064
TO: Honorable Mayor and Members of the City Council
THRU: Tom Kisela, Interim City Manager
FROM: Pamela Coleman, City Clerk

1. SUBJECT
Second Reading and adoption of an Ordinance of the City Council of the City of Orange approving Zone Change No. 1305-21 rezoning property located at 1325 West Katella Avenue to urban mixed use to establish consistency between the urban mixed use general plan land use designation and zoning classification in accordance with state law. Ordinance No. 11-22

2. SUMMARY
The Introduction and First Reading of the above-entitled Ordinance were approved at a Regular Council Meeting on January 10, 2023.

The Ordinance is now presented for Second Reading by title only, and adoption.

Vote at First Reading: AYES: Slater, Dumitru, Tavoularis, Bilodeau, Gutierrez Gyllenhammer
NOES: Barrios
ABSENT: None

3. RECOMMENDED ACTION
Adopt Ordinance No. 11-22.

4. ATTACHMENTS
· Ordinance No. 11-22
City of Orange Page 1 of 1 Printed on 2/8/2023
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Agenda Item
City Council
Item #: 3.20. 2/14/2023 File #: 23-0064
TO: Honorable Mayor and Members of the City Council
THRU: Tom Kisela, Interim City Manager
FROM: Pamela Coleman, City Clerk

2. SUMMARY
The Introduction and First Reading of the above-entitled Ordinance were approved at a Regular Council Meeting on January 10, 2023.

The Ordinance is now presented for Second Reading by title only, and adoption.

Vote at First Reading: AYES: Slater, Dumitru, Tavoularis, Bilodeau, Gutierrez Gyllenhammer
NOES: Barrios
ABSENT: None

3. RECOMMENDED ACTION
Adopt Ordinance No. 11-22.

4. ATTACHMENTS
· Ordinance No. 11-22
City of Orange Page 1 of 1 Printed on 2/8/2023
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ORDINANCE NO. 11-22

AN ORDINANCE OF THE CITY COUNCIL OF THE

CITY OF ORANGE APPROVING ZONE CHANGE
NO. 1305-21 REZONING PROPERTY LOCATED 1325

WEST KATELLA AVENUE TO URBAN MIXED USE

TO ESTABLISH CONSISTENCY BETWEEN THE

URBAN MIXED USE GENERAL PLAN LAND USE

DESIGNATION AND ZONING CLASSIFICATION IN

ACCORDANCE WITH STATE LAW
ZONE CHANGE NO. 1305-21
APPLICANT: RAPIDS EXPRESS INC. (GEOFF VON DER AHE)
WHEREAS, on March 9, 2010 the City adopted its 2010 General Plan, including changes to land use designations along the Katella Corridor General Plan Focus Area from Commercial Recreation to Urban Mixed Use to establish land use policy that encourages economic development; diversification of allowable land uses; property reinvestment and redevelopment for underutilized property or development conditions that are no longer suited for present-day business needs; and opportunities for the creation of housing in proximity to employment, services, public transportation, and existing hubs of activity; and
WHEREAS, since the 2010 General Plan adoption, the City has rezoned properties along the Katella Avenue Corridor to Urban Mixed Use; and
WHEREAS, the property subject to Zone Change No. 1305-21 has a current zoning classification of Commercial Recreation, which is not consistent with the Urban Mixed Use General Plan land use designation; and
WHEREAS, California Government Code Section 65860 requires consistency between a city’s General Plan and zoning designations; thus, the rezone of 1325 West Katella Avenue would establish consistency with the City’s General Plan; and WHEREAS, for the proposal to redevelop an existing restaurant into a carwash facility, a zone change to Urban Mixed Use is required; and
WHEREAS, the City Council of the City of Orange is authorized by Government Code Section 65850 to adopt ordinances amending the City’s zoning code; and WHEREAS, the Planning Commission, having considered the proposed Ordinance and Zone Change at a public hearing held on September 19, 2022, including review of the staff report and having received public testimony, has determined the proposed amendment is justified and recommends approval thereof; and
388
2 WHEREAS, the City Council held a duly advertised public hearing on November 15, 2022, for the purpose of considering Zone Change No. 1305-21 as it pertains to property located at 1325 West Katella Avenue shown in the attached Exhibit “A.”

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF ORANGE DOES ORDAIN AS FOLLOWS:

SECTION I:

The Orange Municipal Code is hereby amended to change the existing zoning on the site depicted on the map attached hereto as Exhibit “A” to the new zoning as depicted on the map attached hereto as Exhibit “B.” Exhibits “A” and “B” are incorporated herein by reference.

SECTION II:

The proposed zone change described in Section I is related to the public welfare, required by California Government Code Section 65860 and consistent with Final Program Environmental Impact Report (EIR) No. 1815-09 for the Comprehensive General Plan Update, certified on March 9, 2010, and prepared in accordance with the California Environmental Quality Act (CEQA). The proposed zone change is within the scope of the previously approved General Plan and is adequately described in both the previously certified General Plan Program EIR for purposes of CEQA.

SECTION III:

The City Clerk is hereby directed to certify the adoption of this Ordinance and cause the same to be published as required by law. This Ordinance shall take effect thirty (30) days from and after the date of its final passage.

ADOPTED this ____ day of ________________, 2022.
________________________________________
Daniel R. Slater, Mayor, City of Orange
ATTEST:
________________________________________
Pamela Coleman, City Clerk, City of Orange
389
3 STATE OF CALIFORNIA )

COUNTY OF ORANGE )

CITY OF ORANGE )
I, PAMELA COLEMAN, City Clerk of the City of Orange, California, do hereby certify that the foregoing Ordinance was introduced at the regular meeting of the City Council held on the 10th day of January, 2023, and thereafter at the regular meeting of said City Council duly held on the ___ day of _______, 2023, was duly passed and adopted by the following vote, to wit:

AYES: COUNCILMEMBERS:

NOES: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:

ABSTAIN: COUNCILMEMBERS:
________________________________________
Pamela Coleman, City Clerk, City of Orange
390
M-2
C-R
C-

MAIN ST

KATELLA AVE

TRENTON AVE
1339
1331
1315
1227
1450
1430
1411
1307
1200
1347
1323
1243
1219
1211
1203 1150
1250
1234
1140
1319
1317
1325
1251
1215
1440
1249
1201
1431
1432
1235
1360
M-2
M-2
M-2
UMU
C-R
C-R
UMU
UMU
Exhibit A: ZONING CLASSIFICATION 1325 W

KATELLA AVE
APN 375-232-19
Existing: (C-R) Commercial Recreation
Project Site
LEGEND
C-R
Date: 9/12/2022 391
M-2
C-R
C-

MAIN ST

KATELLA AVE

W KATELLA AVE
APN 375-232-19
Proposed: (UMU) Urban Mixed Use
Project Site
LEGEND
Date: 9/12/2022
UMU 1325
392
Agenda Item
City Council
Item #: 3.21. 2/14/2023 File #: 23-0076
TO: Honorable Mayor and Members of the City Council
THRU: Tom Kisela, Interim City Manager
FROM: Susan Galvan, Assistant City Manager

1. SUBJECT
Authorize increase to blanket purchase order for cabling documentation and cleanup services in the amount of $20,000 for an overall purchase order total of $80,000 from Mark IV Communications, Inc. as a sole source vendor.

2. SUMMARY
The Information Technology Department is seeking authorization to increase a blanket purchase order for cabling documentation and cleanup services in the amount of $20,000 for an overall purchase order total of $80,000.

3. RECOMMENDED ACTION
Authorize increase to blanket purchase order for cabling documentation and cleanup services from Mark IV Communications, Inc. in the amount of $20,000 for an overall purchase order total of $80,000.

4. FISCAL IMPACT
The total expenditure for the increase to the blanket purchase order is $20,000 and will be funded in IT System Improvements (20281) through Computer Replacement (790).

5. STRATEGIC PLAN GOALS
Goal 2: Be a fiscally healthy community
d: Effectively manage and develop City assets.

6. DISCUSSION AND BACKGROUND
On March 3, 2021, City Council approved a blanket purchase order (113963) for copper cabling documentation and cleanup services, in the amount of $60,000 with Mark IV Communications, Inc.

The work identified in the staff report included Public Works, Fleet, Warehouse, Police, Water, and the Civic Center. Cleanup efforts have been completed for Public Works, Fleet, Warehouse, and Police; however, the Water Plant and select areas within the Civic Center campus remain to be completed at a quoted estimate of $12,341. Because the quote is a time and materials estimate, the Information Technology Department requests authorization to increase the blanket purchase order by $20,000 for an overall purchase order total of $80,000 in FY23.

Orange Municipal Code Section 3.08.290 provides for a waiver of competitive bidding procedures for materials, supplies, equipment, and public projects based upon specified grounds. In this case, the IT City of Orange Page 1 of 2 Printed on 2/8/2023
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Item #: 3.21. 2/14/2023 File #: 23-0076
materials, supplies, equipment, and public projects based upon specified grounds. In this case, the IT Department, in conjunction with the approval of the City Manager, asserts a sole source vendor is required because, although other vendors can supply the requested service at a comparable price, only one vendor is able to supply the services which can be provided within a short time, for a cost and under the terms and conditions, that reasonably meet the needs of the City.

Mark IV has provided cabling service in the past several years. They are very familiar with the City’s existing infrastructure, which will limit the chance of disruption. Their work quality and attention to detail has consistently met the IT Department’s expectations. For this work documentation and cleanup effort, attention to detail and a high level of quality is required. The IT Department recommends Mark IV services for this work effort.

7. ATTACHMENTS
· Quotation from Mark IV Communications, Inc.

City of Orange Page 2 of 2 Printed on 2/8/2023
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Agenda Item
City Council
Item #: 3.21. 2/14/2023 File #: 23-0076
TO: Honorable Mayor and Members of the City Council
THRU: Tom Kisela, Interim City Manager
FROM: Susan Galvan, Assistant City Manager

4. FISCAL IMPACT
The total expenditure for the increase to the blanket purchase order is $20,000 and will be funded in IT System Improvements (20281) through Computer Replacement (790).

5. STRATEGIC PLAN GOALS
Goal 2: Be a fiscally healthy community
d: Effectively manage and develop City assets.

Orange Municipal Code Section 3.08.290 provides for a waiver of competitive bidding procedures for materials, supplies, equipment, and public projects based upon specified grounds. In this case, the IT City of Orange Page 1 of 2 Printed on 2/8/2023
powered by Legistar™395
Item #: 3.21. 2/14/2023 File #: 23-0076
materials, supplies, equipment, and public projects based upon specified grounds. In this case, the IT Department, in conjunction with the approval of the City Manager, asserts a sole source vendor is required because, although other vendors can supply the requested service at a comparable price, only one vendor is able to supply the services which can be provided within a short time, for a cost and under the terms and conditions, that reasonably meet the needs of the City.

7. ATTACHMENTS
· Quotation from Mark IV Communications, Inc.

City of Orange Page 2 of 2 Printed on 2/8/2023
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City of Orange
300 E. Chapman Avenue
Orange, CA 92866
Sold To: Installation Site:

City of Orange
300 E. Chapman Avenue
Orange, CA 92866
Mike Dering
Project Manager
Mobile: (714) 658-2037
Mike Dering
Project Manager
Mobile: (714) 658-2037

QUOTATION
DATE: 1/23/2023
Q 13742 UOTE NO.:
27202 Burbank Foothill Ranch, CA 92610
(949) 462-9000 Fax: (949) 462-9785
[email protected] [email protected]
www.markivinc.com
Project Name:

Civic Center MPOE:

Remove old ROLM phone system and all connecting feed cables.

Remove all unused 66 blocks.

Remove unused Bogen system.

Remove unused T1's.

Clear out all dead jumper cables from 66 blocks.

City Attorneys Hallway closet:

Trace out all unused cables and remove.

Finance Closet:

Remove remaining 66 blocks.

Community Service:

Remove all unused services from Basement IDF.

Human Resources:

Determine after prior removal at other locations.

Water Plant:

Main MDF clean out all unused cabling.

Library:

No cable removal required.

Statement:

Work will be completed during regular business hours
All work will be completed in a clean and professional manner.

All cabling will be properly labeled and tested.

Cable materials and labor carry a (15) Fifteen-year warranty. * Quote Valid for 90 Days
Electronics carry manufacture warranty, customer responsibility. 40% Down Payment Required to start work, remaining balance due upon project completion.

MPOE and Telco Cable Removal Project
Service Requested:

Page 1 of 3 ends

397
- continued from previous page -
QUOTE NO.: 13742
Labor Charge:_________________________________________________________ Unit $ Tax Extended $ 56 Hrs Labor to complete. 215.00 N 12,040.00
Labor Charge: $12,040.00
Project Management Fee Charge:_________________________________________ Unit $ Tax Extended $ 1 Lot General condition, project management,overhead. 301.00 Y 301.00 Project Management Fee Charge: $301.00
TOTAL NON-TAXABLE 12,341.00
TOTAL TAXABLE 0.00
SUBTOTAL $12,341.00
MAT. TAX @
GRAND TOTAL $12,341.00

7.75%
To: Total

Page 2 of 3 ends

398
- continued from previous page -
QUOTE NO.: 13742
To:

Description Of Work:

Per Quote #13742
All material is guaranteed to be as specified in quote and the above work to be performed in accordance with the drawings and specifications submitted and completed in a workmanlike manner for the sum of Twelve Thousand Three Hundred Forty One Dollars and Zero Cents ($12341).

ACCEPTANCE OF PROPOSAL
MARK IV COMMUNICATIONS, INC.

State Contractors License No. 459316
The above prices, terms, specifications and conditions are satisfactory and are hereby accepted.

CITY OF ORANGE
Signature Date
Monday, January 23, 2023
Date

Page 3 of 3 ends

399
Agenda Item
City Council
Item #: 3.22. 2/14/2023 File #: 23-0095
TO: Honorable Mayor and Members of the City Council
THRU: Tom Kisela, Interim City Manager
FROM: Christopher Cash, Public Works Director

1. SUBJECT
Authorize the purchase of two vehicles for various departments using a Cooperative Purchasing Agreement.

2. SUMMARY
Purchase and equip vehicles and equipment from National Auto Fleet Group for various departments.

City Council has previously approved the Cooperative Purchasing Agreement as a vehicle and equipment procurement standard.

3. RECOMMENDED ACTION

1. Approve the purchase of two vehicles from National Auto Fleet Group for $103,000.

2. Approve the purchase of safety equipment and supplies needed to equip the Chevrolet Tahoe from various lowest qualified vendors for $28,000.

4. FISCAL IMPACT
The total expenditure for this purchase is $131,000 and will be funded through the Vehicle Replacement Fund (720).

5. STRATEGIC PLAN GOALS
Goal 1: Provide for a safe community
a: Provide staffing and resources to deliver services that ensure public safety Goal 2: Be a fiscally healthy community
a: Expend fiscal resources responsibly

6. DISCUSSION AND BACKGROUND
The City Council has previously authorized a Cooperative Purchasing Agreement (CPA) using Sourcewell as a standard for vehicle and equipment procurement. This purchase is a continuation of that policy.

Sourcewell contracts are nationally solicited, competitively bid, and awarded. National Auto Fleet was awarded contract No. 120716-NAF for Cars, Trucks, Vans, SUVs, and Other Vehicles. Through Sourcewell’s contract with National Auto Fleet Group, pricing discounts range from 1% to 26% across 15 manufacturers depending on the model. The average discount for this purchase is 7% for a combined savings of $5,711. The two vehicles that will be purchased will cost $103,000, and their City of Orange Page 1 of 2 Printed on 2/8/2023
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Item #: 3.22. 2/14/2023 File #: 23-0095
combined savings of $5,711. The two vehicles that will be purchased will cost $103,000, and their descriptions are below.

Once ordered, the vehicles will take a few months to build and equip with communications and other safety equipment using several lowest qualified vendors, for a total not to exceed $28,000.

7. ATTACHMENTS
· CPA bids are available for review in the Purchasing Division City of Orange Page 2 of 2 Printed on 2/8/2023
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Agenda Item
City Council
Item #: 3.22. 2/14/2023 File #: 23-0095
TO: Honorable Mayor and Members of the City Council
THRU: Tom Kisela, Interim City Manager
FROM: Christopher Cash, Public Works Director

1. SUBJECT
Authorize the purchase of two vehicles for various departments using a Cooperative Purchasing Agreement.

2. SUMMARY
Purchase and equip vehicles and equipment from National Auto Fleet Group for various departments.

City Council has previously approved the Cooperative Purchasing Agreement as a vehicle and equipment procurement standard.

3. RECOMMENDED ACTION

1. Approve the purchase of two vehicles from National Auto Fleet Group for $103,000.

2. Approve the purchase of safety equipment and supplies needed to equip the Chevrolet Tahoe from various lowest qualified vendors for $28,000.

4. FISCAL IMPACT
The total expenditure for this purchase is $131,000 and will be funded through the Vehicle Replacement Fund (720).

Sourcewell contracts are nationally solicited, competitively bid, and awarded. National Auto Fleet was awarded contract No. 120716-NAF for Cars, Trucks, Vans, SUVs, and Other Vehicles. Through Sourcewell’s contract with National Auto Fleet Group, pricing discounts range from 1% to 26% across 15 manufacturers depending on the model. The average discount for this purchase is 7% for a combined savings of $5,711. The two vehicles that will be purchased will cost $103,000, and their City of Orange Page 1 of 2 Printed on 2/8/2023
powered by Legistar™402
Item #: 3.22. 2/14/2023 File #: 23-0095
combined savings of $5,711. The two vehicles that will be purchased will cost $103,000, and their descriptions are below.

Once ordered, the vehicles will take a few months to build and equip with communications and other safety equipment using several lowest qualified vendors, for a total not to exceed $28,000.

7. ATTACHMENTS
· CPA bids are available for review in the Purchasing Division City of Orange Page 2 of 2 Printed on 2/8/2023
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Agenda Item
City Council
Item #: 3.23. 3/14/2023 File #: 23-0103
TO: Honorable Mayor and Members of the City Council
FROM: Richard A. Rohm, City Treasurer
Susan Galvan, Assistant City Manager

1. SUBJECT
Monthly Treasurer’s Reports for October, November, and December 2022.

2. SUMMARY
Presentation of three monthly Treasurer’s Reports to the City Council, after the end of the quarter covered by the reports.

3. RECOMMENDED ACTION
Receive and file.

4. FISCAL IMPACT
None.

5. STRATEGIC PLAN GOALS
Goal 2: Be a fiscally healthy community
d: Effectively manage and develop City assets.

6. DISCUSSION AND BACKGROUND
The City’s current Statement of Investment Policy has been adopted by the City Council of the City of Orange as Resolution 11384 and is in accordance with the California Government Code Sections 53600 et seq. Per the Investment Policy, three monthly investment reports are to be submitted to the City Council within 45 days following the end of the quarter.

As required by the City’s present Investment Policy, the City Treasurer’s report delineates all investments made by the City Treasurer for the City, its special funds, and the Successor Agency funds, by investment type and by broker.

The monthly Compliance Report certifying compliance of all investments with both the Government Code and the City’s Investment Policy is included.

The Investment Portfolio Statement accurately reflects all investments held by the City and its agents as of the end of the month. A reconciliation between total cash and investments and total cash per the General Ledger is also included.

Pursuant to California Government Code Section 53646(b)(3), the City certifies that the reported cash and investment balances are sufficient to meet anticipated expenditures for the next six months.

At their meeting on January 25, 2023, the Investment and Audit Committee (IAC) reviewed the cash positions, results of the year-end audit, and the monthly Investment Reports. The next quarterly City of Orange Page 1 of 2 Printed on 2/8/2023
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Item #: 3.23. 3/14/2023 File #: 23-0103
positions, results of the year-end audit, and the monthly Investment Reports. The next quarterly committee meeting is scheduled for April 26, 2023.

Summary of changes in Treasurer’s cash and investments:

Operating Cash & Investments (1)
Balance @ 9/30/2022 $151,899,010
Monthly Activity:

Cash Received 65,045,105
Cash Disbursed (52,535,196)
Balance @ 12/31/2022 $164,409,562
(1)Represents the book balance. Includes operating cash and investments (valued at cost). Does not include deposits with administrator, imprest cash, fiscal agent cash and investments, and deferred compensation.

Significant Monthly Cash Transactions:

October November December
Cash Receipts:

Sales Tax Revenue $ 4,434,874 6,854,611 4,624,855
Property Taxes 187,876 3,914,643 13,518,973
Cash Disbursements:

PERS Employee Benefits 672,717 676,177 641,011
Municipal Water District Purchase Water 1,332,869 822,862 134,648 RC Construction Services Fire Headquarters 463,781 84,638 Southern Counties Oil Sales Tax Sharing 2,722,737
South Coast Fire Equipment 2023 Pierce Arrow 1,037,765
R J Noble Company Pavement Maint. 263,520 1,746,475
OC Sanitation District Developer Capacity Fee 698,857
Southern California Edison Utilities 506,725 491,652 348,832 Shelter Providers of OC, Inc. Family Care Center 222,815 Excess Cash Receipts 19,736,311
Excess Cash Disbursements (5,981,021) (1,647,937)
LAIF Balance Beginning 67,900,000 61,900,000 61,400,000 Ending $ 61,900,000 61,400,000 69,900,000

7. ATTACHMENTS
· Investment Report for October 2022
· Investment Report for November 2022
· Investment Report for December 2022
City of Orange Page 2 of 2 Printed on 2/8/2023
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Agenda Item
City Council
Item #: 3.23. 3/14/2023 File #: 23-0103
TO: Honorable Mayor and Members of the City Council
FROM: Richard A. Rohm, City Treasurer
Susan Galvan, Assistant City Manager

1. SUBJECT
Monthly Treasurer’s Reports for October, November, and December 2022.

2. SUMMARY
Presentation of three monthly Treasurer’s Reports to the City Council, after the end of the quarter covered by the reports.

3. RECOMMENDED ACTION
Receive and file.

4. FISCAL IMPACT
None.

5. STRATEGIC PLAN GOALS
Goal 2: Be a fiscally healthy community
d: Effectively manage and develop City assets.

The monthly Compliance Report certifying compliance of all investments with both the Government Code and the City’s Investment Policy is included.

Pursuant to California Government Code Section 53646(b)(3), the City certifies that the reported cash and investment balances are sufficient to meet anticipated expenditures for the next six months.

At their meeting on January 25, 2023, the Investment and Audit Committee (IAC) reviewed the cash positions, results of the year-end audit, and the monthly Investment Reports. The next quarterly City of Orange Page 1 of 2 Printed on 2/8/2023
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Item #: 3.23. 3/14/2023 File #: 23-0103
positions, results of the year-end audit, and the monthly Investment Reports. The next quarterly committee meeting is scheduled for April 26, 2023.

Summary of changes in Treasurer’s cash and investments:

Operating Cash & Investments (1)
Balance @ 9/30/2022 $151,899,010
Monthly Activity:

Significant Monthly Cash Transactions:

October November December
Cash Receipts:

Sales Tax Revenue $ 4,434,874 6,854,611 4,624,855
Property Taxes 187,876 3,914,643 13,518,973
Cash Disbursements:

MONTHLY ACCOUNT STATEMENT
City of Orange - Account #10888
OCTOBER 1, 2022 THROUGH OCTOBER 31, 2022
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.

CHANDLER ASSET MANAGEMENT
chandlerasset.com
Chandler Team:

For questions about your account, please call (800) 317-4747, or contact [email protected]
Custodian
US Bank
Alexander Bazan
(503) 402-5305
408

ACCOUNT SUMMARY
Beg. Values
as of 9/30/22
End Values
as of 10/31/22
Market Value 73,964,480 73,831,065
Accrued Interest 177,430 143,812
Total Market Value 74,141,911 73,974,877
Income Earned 57,994 58,223
Cont/WD -5,501
Par 80,533,592 80,620,511
Book Value 80,471,375 80,532,408
Cost Value 80,574,964 80,616,738

TOP ISSUERS
Federal National Mortgage Assoc 24.4%
Federal Home Loan Bank 23.2%
Federal Home Loan Mortgage Corp 22.9%
Toyota Motor Corp 6.0%
HSBC Holdings PLC 4.0%
Coca Cola Co. 3.9%
Apple Inc 3.6%
Government of United States 3.6%
Total 91.4%

PORTFOLIO CHARACTERISTICS
Average Modified Duration 2.21
Average Coupon 0.87%
Average Purchase YTM 0.92%
Average Market YTM 4.88%
Average S&P/Moody Rating AA/Aa1
Average Final Maturity 2.30 yrs
Average Life 2.29 yrs

SECTOR ALLOCATION MATURITY DISTRIBUTION CREDIT QUALITY (S&P) Portfolio Summary
As of October 31, 2022
City of Orange
Account #10888

PERFORMANCE REVIEW
Annualized
TOTAL RATE OF RETURN 1M 3M YTD 1YR 2YRS 3YRS 5YRS 10YRS 12/31/2021 City of Orange -0.22% -3.21% -7.10% N/A N/A N/A N/A N/A N/A ICE BofA 1-5 Yr US Treasury & Agency Index -0.20% -3.11% -6.32% N/A N/A N/A N/A N/A N/A Chandler Asset Management - CONFIDENTIAL Page 1 Execution Time: 11/1/2022 10:34:13 PM 409

BOOK VALUE RECONCILIATION
BEGINNING BOOK VALUE $80,471,375.46
Acquisition
+ Security Purchases $699,005.45
+ Money Market Fund Purchases $576,439.82
+ Money Market Contributions $0.00
+ Security Contributions $0.00
+ Security Transfers $0.00
Total Acquisitions $1,275,445.27
Dispositions
- Security Sales $485,370.00
- Money Market Fund Sales $699,020.73
- MMF Withdrawals $5,500.75
- Security Withdrawals $0.00
- Security Transfers $0.00
- Other Dispositions $0.00
- Maturites $0.00
- Calls $0.00
- Principal Paydowns $0.00
Total Dispositions $1,189,891.48
Amortization/Accretion
+/- Net Accretion $787.26
$787.26
Gain/Loss on Dispositions
+/- Realized Gain/Loss ($25,308.36)
($25,308.36)
ENDING BOOK VALUE $80,532,408.15

CASH TRANSACTION SUMMARY
BEGINNING BALANCE $203,592.46
Acquisition
Contributions $0.00
Security Sale Proceeds $485,370.00
Accrued Interest Received $5,930.56
Interest Received $84,868.75
Dividend Received $270.51
Principal on Maturities $0.00
Interest on Maturities $0.00
Calls/Redemption (Principal) $0.00
Interest from Calls/Redemption $0.00
Principal Paydown $0.00
Total Acquisitions $576,439.82
Dispositions
Withdrawals $5,500.75
Security Purchase $699,005.45
Accrued Interest Paid $15.28
Total Dispositions $704,521.48
ENDING BOOK VALUE $75,510.80
Reconciliation Summary
As of October 31, 2022
City of Orange
Account #10888
Chandler Asset Management - CONFIDENTIAL Page 2 Execution Time: 11/1/2022 10:34:13 PM 410
Holdings Report
As of October 31, 2022
City of Orange
Account #10888
CUSIP Security Description Par Value/Units Purchase Date Book Yield
Cost Value
Book Value
Mkt Price
Mkt YTM
Market Value
Accrued Int.
% of Port.

Gain/Loss
Moody/S&P
Fitch
Maturity
Duration
ABS
92348KAA1 Verizon Master Trust 2021-1 A

0.5% Due 5/20/2027
220,000.00 10/21/2022

4.28%
204,668.75
204,795.16

92.95 4.40%
204,479.44

33.61 0.28%
(315.72)
Aaa / AAA
AAA

4.55 1.86
Total ABS 220,000.00 4.28%
204,668.75
204,795.16 4.40%
204,479.44

33.61 0.28%
(315.72)
Aaa / AAA
AAA

4.55 1.86
AGENCY
3135GABN0 FNMA Callable Note Qtrly 12/29/2021

0.28% Due 12/29/2023
5,000,000.00 12/29/2020

0.28%
5,000,000.00
5,000,000.00

94.79 4.95%
4,739,655.00
4,744.44

6.41%
(260,345.00)
Aaa / AA+
AAA

1.16 1.13
3130ALLM4 FHLB Callable Note Qtrly 6/28/2021

0.35% Due 3/28/2024
5,000,000.00 03/29/2021

0.37%
4,997,000.00
4,998,594.52

93.79 4.97%
4,689,550.00
1,604.17

6.34%
(309,044.52)
Aaa / AA+
NR

1.41 1.37
3134GWXC5 FHLMC Callable Note Qtrly 9/29/2021

0.35% Due 3/29/2024
5,000,000.00 12/10/2020

0.35%
5,000,000.00
5,000,000.00

93.81 4.95%
4,690,345.00
1,555.56

6.34%
(309,655.00)
Aaa / NR
AAA

1.41 1.37
3135GA4S7 FNMA Callable Note Qtrly 11/17/2022

0.375% Due 5/17/2024
5,000,000.00 11/20/2020

0.38%
5,000,000.00
5,000,000.00

93.34 4.90%
4,667,095.00
8,541.67

6.32%
(332,905.00)
Aaa / AA+
AAA

1.55 1.50
3135GA5Y3 FNMA Callable Note Qtrly 12/14/2021

0.375% Due 6/14/2024
4,375,000.00 12/14/2020

0.38%
4,375,000.00
4,375,000.00

93.04 4.90%
4,070,425.63
6,243.49

5.51%
(304,574.37)
Aaa / AA+
AAA

1.62 1.57
3134GWVE3 FHLMC Callable Note Qtrly 3/25/2021

0.4% Due 9/25/2024
4,575,000.00 11/19/2020

0.41%
4,573,627.50
4,574,322.54

92.08 4.81%
4,212,531.90
1,830.00

5.70%
(361,790.64)
Aaa / NR
AAA

1.90 1.85
3135GA4W8 FNMA Callable Note Qtrly 11/18/2022

0.5% Due 2/18/2025
5,000,000.00 11/20/2020

0.50%
5,000,000.00
5,000,000.00

90.70 4.83%
4,535,000.00
5,069.44

6.14%
(465,000.00)
Aaa / AA+
AAA

2.30 2.23
3130ANA42 FHLB Callable Note Qtrly 1/28/2022

0.65% Due 4/28/2025
4,000,000.00 07/28/2021

0.65%
4,000,000.00
4,000,000.00

90.27 4.84%
3,610,664.00
6,716.67

4.89%
(389,336.00)
Aaa / AA+
NR

2.49 2.41
3130AMBG6 FHLB Callable Note Qtrly 7/29/2021

0.75% Due 4/29/2025
5,000,000.00 05/04/2021

0.75%
5,000,000.00
5,000,000.00

90.49 4.84%
4,524,450.00
208.33

6.12%
(475,550.00)
Aaa / AA+
NR

2.50 2.42
3134GW3Z7 FHLMC Callable Note Qtrly 10/28/2021

0.6% Due 10/28/2025
9,000,000.00 10/28/2020

0.60%
9,000,000.00
9,000,000.00

88.86 4.63%
7,997,355.00
450.00

10.81%
(1,002,645.00)
Aaa / NR
AAA

2.99 2.90
3130ANDF4 FHLB Callable Note Annual 7/29/2022

0.9% Due 7/29/2026
5,000,000.00 07/29/2021

0.90%
5,010,000.00
5,000,000.00

87.03 4.72%
4,351,305.00
11,500.00

5.90%
(648,695.00)
Aaa / AA+
NR

3.75 3.59
Total Agency 56,950,000.00 0.51%
56,955,627.50
56,947,917.06 4.84%
52,088,376.53
48,463.77

70.48%
(4,859,540.53)
Aaa / AA+
AAA

2.14 2.07
Chandler Asset Management - CONFIDENTIAL Page 3 Execution Time: 11/1/2022 10:34:13 PM411 Holdings Report
As of October 31, 2022
City of Orange
Account #10888
CUSIP Security Description Par Value/Units Purchase Date Book Yield
Cost Value
Book Value
Mkt Price
Mkt YTM
Market Value
Accrued Int.
% of Port.

Gain/Loss
Moody/S&P
Fitch
Maturity
Duration

CORPORATE
69371RR81 Paccar Financial Corp Note

3.15% Due 6/13/2024
895,000.00 06/06/2022

3.16%
894,794.15
894,833.86

97.04 5.08%
868,510.69
10,807.13

1.19%
(26,323.17)
A1 / A+
NR

1.62 1.53
40434CAD7 HSBC USA Inc Note

3.5% Due 6/23/2024
3,000,000.00 12/10/2019

2.14%
3,174,900.00
3,063,331.32

96.71 5.62%
2,901,162.00
37,333.33

3.97%
(162,169.32)
A1 / AA+1.65

1.55 191216CL2 Coca Cola Company Callable Note Cont
8/6/2024

1.75% Due 9/6/2024
3,000,000.00 09/20/2019

2.00%
2,964,750.00
2,986,876.03

95.10 4.54%
2,852,979.00
8,020.83

3.87%
(133,897.03)
A1 / A+
A

1.85 1.78
14913Q3B3 Caterpillar Finl Service Note

2.15% Due 11/8/2024
1,250,000.00 05/31/2022

2.87%
1,229,100.00
1,232,669.44

94.71 4.93%
1,183,918.75
12,914.93

1.62%
(48,750.69)
A2 / A
A

2.02 1.92
06051GJR1 Bank of America Corp Callable Note
Cont 4/22/2024

0.976% Due 4/22/2025
1,250,000.00 05/31/2022

3.63%
1,192,012.50
1,200,367.10

92.80 5.18%
1,160,031.25
305.00

1.57%
(40,335.85)
A2 / AAA2.48

2.38 24422EWF2 John Deere Capital Corp Note

3.4% Due 6/6/2025
280,000.00 06/01/2022

3.41%
279,935.60
279,944.30

96.42 4.88%
269,969.84
3,834.44

0.37%
(9,974.46)
A2 / A
A

2.60 2.41
06406RBF3 Bank of NY Mellon Corp Callable Note
Cont 6/13/2024

3.43% Due 6/13/2025
955,000.00 06/08/2022

3.43%
955,000.00
955,000.00

96.98 4.73%
926,192.43
12,556.66

1.27%
(28,807.57)
A1 / A
AA2.622.43
89236THP3 Toyota Motor Credit Corp Note

0.8% Due 10/16/2025
5,000,000.00 11/19/2020

0.70%
5,025,000.00
5,015,066.96

88.26 5.13%
4,413,015.00
1,666.67

5.97%
(602,051.96)
A1 / A+
A+

2.96 2.85
63743HFF4 National Rural Utilities Note

5.45% Due 10/30/2025
495,000.00 10/20/2022

5.50%
494,336.70
494,337.31
100.39

5.31%
496,914.17

74.94 0.67%
2,576.86
A2 / AA3.00

2.74 037833EB2 Apple Inc Callable Note Cont 1/8/2026

0.7% Due 2/8/2026
3,000,000.00 02/08/2021

0.70%
2,999,730.00
2,999,823.30

87.54 4.87%
2,626,317.00
4,841.67

3.56%
(373,506.30)
Aaa / AA+
NR

3.28 3.15
46647PBK1 JP Morgan Chase & Co Callable Note
Cont 4/22/2025

2.083% Due 4/22/2026
1,250,000.00 05/31/2022

4.12%
1,190,825.00
1,197,159.23

91.02 5.73%
1,137,752.50
650.94

1.54%
(59,406.73)
A1 / AAA3.48

3.26 Total Corporate 20,375,000.00 2.00%
20,400,383.95
20,319,408.85 5.09%
18,836,762.63
93,006.54

25.59%
(1,482,646.22)
A1 / A+
A+

2.49 2.37
Chandler Asset Management - CONFIDENTIAL Page 4 Execution Time: 11/1/2022 10:34:13 PM412 Holdings Report
As of October 31, 2022
City of Orange
Account #10888
CUSIP Security Description Par Value/Units Purchase Date Book Yield
Cost Value
Book Value
Mkt Price
Mkt YTM
Market Value
Accrued Int.
% of Port.

Gain/Loss
Moody/S&P
Fitch
Maturity
Duration

MONEY MARKET FUND
31846V203 First American Govt Obligation Fund
Class Y
75,510.80 Various

2.61%
75,510.80
75,510.80

1.00 2.61%
75,510.80

0.00 0.10%

0.00 Aaa / AAA
AAA

0.00 0.00
Total Money Market Fund 75,510.80 2.61%
75,510.80
75,510.80 2.61%
75,510.80

0.00 0.10%

0.00 Aaa / AAA
AAA

0.00 0.00

US TREASURY
91282CCZ2 US Treasury Note

0.875% Due 9/30/2026
3,000,000.00 09/30/2021

1.01%
2,980,546.88
2,984,776.28

87.53 4.37%
2,625,936.00
2,307.69

3.55%
(358,840.28)
Aaa / AA+
AAA

3.92 3.77
Total US Treasury 3,000,000.00 1.01%
2,980,546.88
2,984,776.28 4.37%
2,625,936.00
2,307.69

3.55%
(358,840.28)
Aaa / AA+
AAA

3.92 3.77
TOTAL PORTFOLIO 80,620,510.80 0.92%
80,616,737.88
80,532,408.15 4.88%
73,831,065.40
143,811.61
100.00%
(6,701,342.75)
Aa1 / AA
AAA

2.30 2.21
TOTAL MARKET VALUE PLUS ACCRUED 73,974,877.01
Chandler Asset Management - CONFIDENTIAL Page 5 Execution Time: 11/1/2022 10:34:13 PM 413
Transaction Ledger
As of October 31, 2022
City of Orange
Account #10888
Transaction
Type
Settlement
Date CUSIP Quantity Security Description Price Acq/DispYield Amount InterestPur/Sold Total Amount Gain/Loss

ACQUISITIONS
Purchase 10/03/2022 31846V203 270.51 First American Govt Obligation Fund Class Y

1.000 2.45% 270.51 0.00 270.51 0.00
Purchase 10/16/2022 31846V203 20,000.00 First American Govt Obligation Fund Class Y

1.000 2.45% 20,000.00 0.00 20,000.00 0.00
Purchase 10/22/2022 31846V203 19,118.75 First American Govt Obligation Fund Class Y

1.000 2.45% 19,118.75 0.00 19,118.75 0.00
Purchase 10/25/2022 31846V203 491,300.56 First American Govt Obligation Fund Class Y

1.000 2.45% 491,300.56 0.00 491,300.56 0.00
Purchase 10/25/2022 92348KAA1 220,000.00 Verizon Master Trust 2021-1 A

0.5% Due 5/20/2027

93.031 4.28% 204,668.75 15.28 204,684.03 0.00
Purchase 10/28/2022 31846V203 27,000.00 First American Govt Obligation Fund Class Y

1.000 2.45% 27,000.00 0.00 27,000.00 0.00
Purchase 10/29/2022 31846V203 18,750.00 First American Govt Obligation Fund Class Y

1.000 2.45% 18,750.00 0.00 18,750.00 0.00
Purchase 10/31/2022 63743HFF4 495,000.00 National Rural Utilities Note

5.45% Due 10/30/2025

99.866 5.50% 494,336.70 0.00 494,336.70 0.00
Subtotal 1,291,439.82 1,275,445.27 15.28 1,275,460.55 0.00 Short Sale 10/31/2022 31846V203 -494,336.70 First American Govt Obligation Fund Class Y

1.000 -494,336.70 0.00 -494,336.70 0.00
Subtotal -494,336.70 -494,336.70 0.00 -494,336.70 0.00
TOTAL ACQUISITIONS 797,103.12 781,108.57 15.28 781,123.85 0.00

DISPOSITIONS
Closing
Purchase
10/31/2022 31846V203 -494,336.70 First American Govt Obligation Fund Class Y

1.000 -494,336.70 0.00 -494,336.70 0.00
Subtotal -494,336.70 -494,336.70 0.00 -494,336.70 0.00
Sale 10/25/2022 31846V203 204,684.03 First American Govt Obligation Fund Class Y

1.000 2.45% 204,684.03 0.00 204,684.03 0.00
Sale 10/25/2022 40434CAD7 500,000.00 HSBC USA Inc Note

3.5% Due 6/23/2024

97.074 2.14% 485,370.00 5,930.56 491,300.56 -25,308.36
Chandler Asset Management - CONFIDENTIAL Page 6 Execution Time: 11/1/2022 10:34:13 PM414 Transaction Ledger
As of October 31, 2022
City of Orange
Account #10888
Transaction
Type
Settlement
Date CUSIP Quantity Security Description Price Acq/DispYield Amount InterestPur/Sold Total Amount Gain/Loss

DISPOSITIONS
Sale 10/31/2022 31846V203 494,336.70 First American Govt Obligation Fund Class Y

1.000 2.61% 494,336.70 0.00 494,336.70 0.00
Subtotal 1,199,020.73 1,184,390.73 5,930.56 1,190,321.29 -25,308.36 Security
Withdrawal
10/12/2022 31846V203 4,986.55 First American Govt Obligation Fund Class Y

1.000 4,986.55 0.00 4,986.55 0.00
Security
Withdrawal
10/25/2022 31846V203 514.20 First American Govt Obligation Fund Class Y

1.000 514.20 0.00 514.20 0.00
Subtotal 5,500.75 5,500.75 0.00 5,500.75 0.00
TOTAL DISPOSITIONS 710,184.78 695,554.78 5,930.56 701,485.34 -25,308.36

OTHER TRANSACTIONS
Interest 10/16/2022 89236THP3 5,000,000.00 Toyota Motor Credit Corp Note

0.8% Due 10/16/2025

0.000 20,000.00 0.00 20,000.00 0.00
Interest 10/22/2022 06051GJR1 1,250,000.00 Bank of America Corp Callable Note Cont 4/22/2024

0.976% Due 4/22/2025

0.000 6,100.00 0.00 6,100.00 0.00
Interest 10/22/2022 46647PBK1 1,250,000.00 JP Morgan Chase & Co Callable Note Cont 4/22/2025

2.083% Due 4/22/2026

0.000 13,018.75 0.00 13,018.75 0.00
Interest 10/28/2022 3134GW3Z7 9,000,000.00 FHLMC Callable Note Qtrly 10/28/2021

0.6% Due 10/28/2025

0.000 27,000.00 0.00 27,000.00 0.00
Interest 10/29/2022 3130AMBG6 5,000,000.00 FHLB Callable Note Qtrly 7/29/2021

0.75% Due 4/29/2025

0.000 18,750.00 0.00 18,750.00 0.00
Subtotal 21,500,000.00 84,868.75 0.00 84,868.75 0.00
Dividend 10/03/2022 31846V203 203,592.46 First American Govt Obligation Fund Class Y

0.000 270.51 0.00 270.51 0.00
Subtotal 203,592.46 270.51 0.00 270.51 0.00
TOTAL OTHER TRANSACTIONS 21,703,592.46 85,139.26 0.00 85,139.26 0.00 Chandler Asset Management - CONFIDENTIAL Page 7 Execution Time: 11/1/2022 10:34:13 PM 415
Income Earned
As of October 31, 2022
City of Orange
Account #10888
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

FIXED INCOME
037833EB2 Apple Inc
Callable Note Cont 1/8/2026

0.7% Due 02/08/2026
02/08/2021
02/08/2021
3,000,000.00
2,999,818.72

0.00 0.00
2,999,823.30
3,091.67

0.00 4,841.67
1,750.00

4.58 0.00

4.58 1,754.58
1,754.58
06051GJR1 Bank of America Corp
Callable Note Cont 4/22/2024

0.976% Due 04/22/2025
05/31/2022
06/02/2022
1,250,000.00
1,198,663.20

0.00 0.00
1,200,367.10
5,388.33
6,100.00
305.00
1,016.67
1,703.90

0.00 1,703.90
2,720.57
2,720.57
06406RBF3 Bank of NY Mellon Corp
Callable Note Cont 6/13/2024

3.43% Due 06/13/2025
06/08/2022
06/13/2022
955,000.00
955,000.00

0.00 0.00
955,000.00
9,826.95

0.00 12,556.66
2,729.71

0.00 0.00

0.00 2,729.71
2,729.71
14913Q3B3 Caterpillar Finl Service
Note

2.15% Due 11/08/2024
05/31/2022
06/02/2022
1,250,000.00
1,231,941.46

0.00 0.00
1,232,669.44
10,675.35

0.00 12,914.93
2,239.58
727.98

0.00 727.98
2,967.56
2,967.56
191216CL2 Coca Cola Company
Callable Note Cont 8/6/2024

1.75% Due 09/06/2024
09/20/2019
09/20/2019
3,000,000.00
2,986,273.30

0.00 0.00
2,986,876.03
3,645.83

0.00 8,020.83
4,375.00
602.73

0.00 602.73
4,977.73
4,977.73
24422EWF2 John Deere Capital Corp
Note

3.4% Due 06/06/2025
06/01/2022
06/06/2022
280,000.00
279,942.47

0.00 0.00
279,944.30
3,041.11

0.00 3,834.44
793.33

1.83 0.00

1.83 795.16
795.16
3130ALLM4 FHLB
Callable Note Qtrly 6/28/2021

0.35% Due 03/28/2024
03/29/2021
03/29/2021
5,000,000.00
4,998,509.59

0.00 0.00
4,998,594.52
145.83

0.00 1,604.17
1,458.34

84.93 0.00

84.93 1,543.27
1,543.27
3130AMBG6 FHLB
Callable Note Qtrly 7/29/2021

0.75% Due 04/29/2025
05/04/2021
05/04/2021
5,000,000.00
5,000,000.00

0.00 0.00
5,000,000.00
15,833.33
18,750.00
208.33
3,125.00

0.00 0.00

0.00 3,125.00
3,125.00
3130ANA42 FHLB
Callable Note Qtrly 1/28/2022

0.65% Due 04/28/2025
07/28/2021
07/28/2021
4,000,000.00
4,000,000.00

0.00 0.00
4,000,000.00
4,550.00

0.00 6,716.67
2,166.67

0.00 0.00

0.00 2,166.67
2,166.67
Chandler Asset Management - CONFIDENTIAL Page 8 Execution Time: 11/1/2022 10:34:13 PM 416
Income Earned
As of October 31, 2022
City of Orange
Account #10888
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
3130ANDF4 FHLB
Callable Note Annual 7/29/2022

0.9% Due 07/29/2026
07/29/2021
07/29/2021
5,000,000.00
5,000,000.00

0.00 0.00
5,000,000.00
7,750.00

0.00 11,500.00
3,750.00

0.00 0.00

0.00 3,750.00
3,750.00
3134GW3Z7 FHLMC
Callable Note Qtrly 10/28/2021

0.6% Due 10/28/2025
10/28/2020
10/28/2020
9,000,000.00
9,000,000.00

0.00 0.00
9,000,000.00
22,950.00
27,000.00
450.00
4,500.00

0.00 0.00

0.00 4,500.00
4,500.00
3134GWVE3 FHLMC
Callable Note Qtrly 3/25/2021

0.4% Due 09/25/2024
11/19/2020
11/19/2020
4,575,000.00
4,574,292.27

0.00 0.00
4,574,322.54
305.00

0.00 1,830.00
1,525.00

30.27 0.00

30.27 1,555.27
1,555.27
3134GWXC5 FHLMC
Callable Note Qtrly 9/29/2021

0.35% Due 03/29/2024
12/10/2020
12/10/2020
5,000,000.00
5,000,000.00

0.00 0.00
5,000,000.00

97.22 0.00
1,555.56
1,458.34

0.00 0.00

0.00 1,458.34
1,458.34
3135GA4S7 FNMA
Callable Note Qtrly 11/17/2022

0.375% Due 05/17/2024
11/20/2020
11/20/2020
5,000,000.00
5,000,000.00

0.00 0.00
5,000,000.00
6,979.17

0.00 8,541.67
1,562.50

0.00 0.00

0.00 1,562.50
1,562.50
3135GA4W8 FNMA
Callable Note Qtrly 11/18/2022

0.5% Due 02/18/2025
11/20/2020
11/20/2020
5,000,000.00
5,000,000.00

0.00 0.00
5,000,000.00
2,986.11

0.00 5,069.44
2,083.33

0.00 0.00

0.00 2,083.33
2,083.33
3135GA5Y3 FNMA
Callable Note Qtrly 12/14/2021

0.375% Due 06/14/2024
12/14/2020
12/14/2020
4,375,000.00
4,375,000.00

0.00 0.00
4,375,000.00
4,876.30

0.00 6,243.49
1,367.19

0.00 0.00

0.00 1,367.19
1,367.19
3135GABN0 FNMA
Callable Note Qtrly 12/29/2021

0.28% Due 12/29/2023
12/29/2020
12/29/2020
5,000,000.00
5,000,000.00

0.00 0.00
5,000,000.00
3,577.78

0.00 4,744.44
1,166.66

0.00 0.00

0.00 1,166.66
1,166.66
40434CAD7 HSBC USA Inc
Note

3.5% Due 06/23/2024
12/10/2019
12/10/2019
3,000,000.00
3,577,704.01

0.00 510,678.36
3,063,331.32
33,347.22
5,930.56
37,333.33
9,916.67

0.00 3,694.33
(3,694.33)
6,222.34
6,222.34
Chandler Asset Management - CONFIDENTIAL Page 9 Execution Time: 11/1/2022 10:34:13 PM417 Income Earned
As of October 31, 2022
City of Orange
Account #10888
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
46647PBK1 JP Morgan Chase & Co
Callable Note Cont 4/22/2025

2.083% Due 04/22/2026
05/31/2022
06/02/2022
1,250,000.00
1,195,867.38

0.00 0.00
1,197,159.23
11,499.90
13,018.75
650.94
2,169.79
1,291.85

0.00 1,291.85
3,461.64
3,461.64
63743HFF4 National Rural Utilities
Note

5.45% Due 10/30/2025
10/20/2022
10/31/2022
495,000.00

0.00 494,336.70

0.00 494,337.31

0.00 0.00

74.94 74.94

0.61 0.00

0.61 75.55

75.55 69371RR81 Paccar Financial Corp
Note

3.15% Due 06/13/2024
06/06/2022
06/13/2022
895,000.00
894,825.13

0.00 0.00
894,833.86
8,457.75

0.00 10,807.13
2,349.38

8.73 0.00

8.73 2,358.11
2,358.11
89236THP3 Toyota Motor Credit Corp
Note

0.8% Due 10/16/2025
11/19/2020
11/19/2020
5,000,000.00
5,015,499.44

0.00 0.00
5,015,066.96
18,333.33
20,000.00
1,666.67
3,333.34

0.00 432.48
(432.48)
2,900.86
2,900.86
91282CCZ2 US Treasury
Note

0.875% Due 09/30/2026
09/30/2021
09/30/2021
3,000,000.00
2,984,446.03

0.00 0.00
2,984,776.28

72.12 0.00
2,307.69
2,235.57
330.25

0.00 330.25
2,565.82
2,565.82
92348KAA1 Verizon Master Trust
2021-1 A

0.5% Due 05/20/2027
10/21/2022
10/25/2022
220,000.00

0.00 204,668.75

0.00 204,795.16

0.00 (15.28)

33.61 18.33
126.41

0.00 126.41
144.74
144.74
Total Fixed Income 80,545,000.00
80,267,783.00
699,005.45
510,678.36
80,456,897.35
177,430.30
90,784.03
143,811.61
57,165.34
4,914.07
4,126.81
787.26
57,952.60 57,952.60
Chandler Asset Management - CONFIDENTIAL Page 10 Execution Time: 11/1/2022 10:34:13 PM 418
Income Earned
As of October 31, 2022
City of Orange
Account #10888
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 & EQUIVALENT
31846V203 First American
Govt Obligation Fund Class Y
06/23/2022
06/23/2022
75,510.80
203,592.46
82,103.12
210,184.78
75,510.80

0.00 270.51

0.00 0.00

0.00 270.51
270.51
Total Cash & Equivalent 75,510.80
203,592.46
82,103.12
210,184.78
75,510.80

0.00 270.51

0.00 0.00

0.00 270.51 270.51
TOTAL PORTFOLIO 80,620,510.80
80,471,375.46
781,108.57
720,863.14
80,532,408.15
177,430.30
91,054.54
143,811.61
57,435.85
4,914.07
4,126.81
787.26
58,223.11 58,223.11
Chandler Asset Management - CONFIDENTIAL Page 11 Execution Time: 11/1/2022 10:34:13 PM 419
Cash Flow Report
As of October 31, 2022
City of Orange
Account #10888
Payment Date Transaction Type CUSIP Quantity Security Description Principal Amount Income Total Amount 11/08/2022 Interest 14913Q3B3 1,250,000.00 Caterpillar Finl Service Note

2.15% Due 11/8/2024

0.00 13,437.50 13,437.50
11/17/2022 Interest 3135GA4S7 5,000,000.00 FNMA Callable Note Qtrly 11/17/2022

0.375% Due 5/17/2024

0.00 9,375.00 9,375.00
11/20/2022 Paydown 92348KAA1 220,000.00 Verizon Master Trust 2021-1 A

0.5% Due 5/20/2027

0.00 91.67 91.67
NOV 2022 0.00 22,904.17 22,904.17
12/06/2022 Interest 24422EWF2 280,000.00 John Deere Capital Corp Note

3.4% Due 6/6/2025

0.00 4,760.00 4,760.00
12/13/2022 Interest 06406RBF3 955,000.00 Bank of NY Mellon Corp Callable Note Cont 6/13/2024

3.43% Due 6/13/2025

0.00 16,378.25 16,378.25
12/13/2022 Interest 69371RR81 895,000.00 Paccar Financial Corp Note

3.15% Due 6/13/2024

0.00 14,096.25 14,096.25
12/14/2022 Interest 3135GA5Y3 4,375,000.00 FNMA Callable Note Qtrly 12/14/2021

0.375% Due 6/14/2024

0.00 8,203.13 8,203.13
12/20/2022 Paydown 92348KAA1 220,000.00 Verizon Master Trust 2021-1 A

0.5% Due 5/20/2027

0.00 91.67 91.67
12/23/2022 Interest 40434CAD7 3,000,000.00 HSBC USA Inc Note

3.5% Due 6/23/2024

0.00 52,500.00 52,500.00
12/29/2022 Interest 3135GABN0 5,000,000.00 FNMA Callable Note Qtrly 12/29/2021

0.28% Due 12/29/2023

0.00 7,000.00 7,000.00
DEC 2022 0.00 103,029.30 103,029.30
01/20/2023 Paydown 92348KAA1 220,000.00 Verizon Master Trust 2021-1 A

0.5% Due 5/20/2027

0.00 91.67 91.67
01/28/2023 Call 3130ANA42 4,000,000.00 FHLB Callable Note Qtrly 1/28/2022

0.65% Due 4/28/2025
4,000,000.00 13,000.00 4,013,000.00
01/29/2023 Interest 3130ANDF4 5,000,000.00 FHLB Callable Note Annual 7/29/2022

0.9% Due 7/29/2026

0.00 22,500.00 22,500.00
JAN 2023 4,000,000.00 35,591.67 4,035,591.67
02/08/2023 Interest 037833EB2 3,000,000.00 Apple Inc Callable Note Cont 1/8/2026

0.7% Due 2/8/2026

0.00 10,500.00 10,500.00
02/18/2023 Interest 3135GA4W8 5,000,000.00 FNMA Callable Note Qtrly 11/18/2022

0.5% Due 2/18/2025

0.00 12,500.00 12,500.00
Chandler Asset Management - CONFIDENTIAL Page 12 Execution Time: 11/1/2022 10:34:13 PM 420
Cash Flow Report
As of October 31, 2022
City of Orange
Account #10888
Payment Date Transaction Type CUSIP Quantity Security Description Principal Amount Income Total Amount 02/20/2023 Paydown 92348KAA1 220,000.00 Verizon Master Trust 2021-1 A

0.5% Due 5/20/2027

0.00 91.67 91.67
FEB 2023 0.00 23,091.67 23,091.67
03/06/2023 Interest 191216CL2 3,000,000.00 Coca Cola Company Callable Note Cont 8/6/2024

1.75% Due 9/6/2024

0.00 26,250.00 26,250.00
03/20/2023 Paydown 92348KAA1 220,000.00 Verizon Master Trust 2021-1 A

0.5% Due 5/20/2027

0.00 91.67 91.67
03/25/2023 Interest 3134GWVE3 4,575,000.00 FHLMC Callable Note Qtrly 3/25/2021

0.4% Due 9/25/2024

0.00 9,150.00 9,150.00
03/28/2023 Interest 3130ALLM4 5,000,000.00 FHLB Callable Note Qtrly 6/28/2021

0.35% Due 3/28/2024

0.00 8,750.00 8,750.00
03/29/2023 Interest 3134GWXC5 5,000,000.00 FHLMC Callable Note Qtrly 9/29/2021

0.35% Due 3/29/2024

0.00 8,750.00 8,750.00
03/31/2023 Interest 91282CCZ2 3,000,000.00 US Treasury Note

0.875% Due 9/30/2026

0.00 13,125.00 13,125.00
MAR 2023 0.00 66,116.67 66,116.67
04/16/2023 Interest 89236THP3 5,000,000.00 Toyota Motor Credit Corp Note

0.8% Due 10/16/2025

0.00 20,000.00 20,000.00
04/20/2023 Paydown 92348KAA1 220,000.00 Verizon Master Trust 2021-1 A

0.5% Due 5/20/2027

0.00 91.67 91.67
04/22/2023 Interest 06051GJR1 1,250,000.00 Bank of America Corp Callable Note Cont 4/22/2024

0.976% Due 4/22/2025

0.00 6,100.00 6,100.00
04/22/2023 Interest 46647PBK1 1,250,000.00 JP Morgan Chase & Co Callable Note Cont 4/22/2025

2.083% Due 4/22/2026

0.00 13,018.75 13,018.75
04/28/2023 Interest 3134GW3Z7 9,000,000.00 FHLMC Callable Note Qtrly 10/28/2021

0.6% Due 10/28/2025

0.00 27,000.00 27,000.00
04/29/2023 Interest 3130AMBG6 5,000,000.00 FHLB Callable Note Qtrly 7/29/2021

0.75% Due 4/29/2025

0.00 18,750.00 18,750.00
04/30/2023 Interest 63743HFF4 495,000.00 National Rural Utilities Note

5.45% Due 10/30/2025

0.00 13,488.75 13,488.75
APR 2023 0.00 98,449.17 98,449.17
05/08/2023 Interest 14913Q3B3 1,250,000.00 Caterpillar Finl Service Note

2.15% Due 11/8/2024

0.00 13,437.50 13,437.50
Chandler Asset Management - CONFIDENTIAL Page 13 Execution Time: 11/1/2022 10:34:13 PM421 Cash Flow Report
As of October 31, 2022
City of Orange
Account #10888
Payment Date Transaction Type CUSIP Quantity Security Description Principal Amount Income Total Amount 05/17/2023 Interest 3135GA4S7 5,000,000.00 FNMA Callable Note Qtrly 11/17/2022

0.375% Due 5/17/2024

0.00 9,375.00 9,375.00
05/20/2023 Paydown 92348KAA1 220,000.00 Verizon Master Trust 2021-1 A

0.5% Due 5/20/2027

0.00 91.67 91.67
MAY 2023 0.00 22,904.17 22,904.17
06/06/2023 Interest 24422EWF2 280,000.00 John Deere Capital Corp Note

3.4% Due 6/6/2025

0.00 4,760.00 4,760.00
06/13/2023 Interest 06406RBF3 955,000.00 Bank of NY Mellon Corp Callable Note Cont 6/13/2024

3.43% Due 6/13/2025

0.00 16,378.25 16,378.25
06/13/2023 Interest 69371RR81 895,000.00 Paccar Financial Corp Note

3.15% Due 6/13/2024

0.00 14,096.25 14,096.25
06/14/2023 Interest 3135GA5Y3 4,375,000.00 FNMA Callable Note Qtrly 12/14/2021

0.375% Due 6/14/2024

0.00 8,203.13 8,203.13
06/20/2023 Paydown 92348KAA1 220,000.00 Verizon Master Trust 2021-1 A

0.5% Due 5/20/2027

0.00 91.67 91.67
06/23/2023 Interest 40434CAD7 3,000,000.00 HSBC USA Inc Note

3.5% Due 6/23/2024

0.00 52,500.00 52,500.00
06/29/2023 Interest 3135GABN0 5,000,000.00 FNMA Callable Note Qtrly 12/29/2021

0.28% Due 12/29/2023

0.00 7,000.00 7,000.00
JUN 2023 0.00 103,029.30 103,029.30
07/20/2023 Paydown 92348KAA1 220,000.00 Verizon Master Trust 2021-1 A

0.5% Due 5/20/2027

0.00 91.67 91.67
07/29/2023 Interest 3130ANDF4 5,000,000.00 FHLB Callable Note Annual 7/29/2022

0.9% Due 7/29/2026

0.00 22,500.00 22,500.00
JUL 2023 0.00 22,591.67 22,591.67
08/08/2023 Interest 037833EB2 3,000,000.00 Apple Inc Callable Note Cont 1/8/2026

0.7% Due 2/8/2026

0.00 10,500.00 10,500.00
08/18/2023 Interest 3135GA4W8 5,000,000.00 FNMA Callable Note Qtrly 11/18/2022

0.5% Due 2/18/2025

0.00 12,500.00 12,500.00
08/20/2023 Paydown 92348KAA1 220,000.00 Verizon Master Trust 2021-1 A

0.5% Due 5/20/2027

0.00 91.67 91.67
AUG 2023 0.00 23,091.67 23,091.67
Chandler Asset Management - CONFIDENTIAL Page 14 Execution Time: 11/1/2022 10:34:13 PM422 Cash Flow Report
As of October 31, 2022
City of Orange
Account #10888
Payment Date Transaction Type CUSIP Quantity Security Description Principal Amount Income Total Amount 09/06/2023 Interest 191216CL2 3,000,000.00 Coca Cola Company Callable Note Cont 8/6/2024

1.75% Due 9/6/2024

0.00 26,250.00 26,250.00
09/20/2023 Paydown 92348KAA1 220,000.00 Verizon Master Trust 2021-1 A

0.5% Due 5/20/2027

0.00 91.67 91.67
09/25/2023 Interest 3134GWVE3 4,575,000.00 FHLMC Callable Note Qtrly 3/25/2021

0.4% Due 9/25/2024

0.00 9,150.00 9,150.00
09/28/2023 Interest 3130ALLM4 5,000,000.00 FHLB Callable Note Qtrly 6/28/2021

0.35% Due 3/28/2024

0.00 8,750.00 8,750.00
09/29/2023 Interest 3134GWXC5 5,000,000.00 FHLMC Callable Note Qtrly 9/29/2021

0.35% Due 3/29/2024

0.00 8,750.00 8,750.00
09/30/2023 Interest 91282CCZ2 3,000,000.00 US Treasury Note

0.875% Due 9/30/2026

0.00 13,125.00 13,125.00
SEP 2023 0.00 66,116.67 66,116.67
10/16/2023 Interest 89236THP3 5,000,000.00 Toyota Motor Credit Corp Note

0.8% Due 10/16/2025

0.00 20,000.00 20,000.00
10/20/2023 Paydown 92348KAA1 220,000.00 Verizon Master Trust 2021-1 A

0.5% Due 5/20/2027

0.00 91.67 91.67
10/22/2023 Interest 06051GJR1 1,250,000.00 Bank of America Corp Callable Note Cont 4/22/2024

0.976% Due 4/22/2025

0.00 6,100.00 6,100.00
10/22/2023 Interest 46647PBK1 1,250,000.00 JP Morgan Chase & Co Callable Note Cont 4/22/2025

2.083% Due 4/22/2026

0.00 13,018.75 13,018.75
10/28/2023 Interest 3134GW3Z7 9,000,000.00 FHLMC Callable Note Qtrly 10/28/2021

0.6% Due 10/28/2025

0.00 27,000.00 27,000.00
10/29/2023 Interest 3130AMBG6 5,000,000.00 FHLB Callable Note Qtrly 7/29/2021

0.75% Due 4/29/2025

0.00 18,750.00 18,750.00
10/31/2023 Interest 63743HFF4 495,000.00 National Rural Utilities Note

5.45% Due 10/30/2025

0.00 13,488.75 13,488.75
OCT 2023 0.00 98,449.17 98,449.17
TOTAL 4,000,000.00 685,365.30 4,685,365.30
Chandler Asset Management - CONFIDENTIAL Page 15 Execution Time: 11/1/2022 10:34:13 PM 423
Important Disclosures City of Orange
Account #10888
Chandler Asset Management, Inc. ;͞Chandler͟Ϳis 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 client͛s 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 Moody͛s, 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 ;͞MBS͟Ϳreflect 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 AA+/Aaa/AAA by S&P, Moody͛s and Fitch respectively.

Chandler Asset Management - CONFIDENTIAL Page 16 Execution Time: 11/1/2022 10:34:13 PM424 Benchmark Index & Disclosures City of Orange
Account #10888
Benchmark Index 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 Moody͛s, 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.

Chandler Asset Management - CONFIDENTIAL Page 17 Execution Time: 11/1/2022 10:34:13 PM 425

MONTHLY ACCOUNT STATEMENT
City of Orange - Account #10888
NOVEMBER 1, 2022 THROUGH NOVEMBER 30, 2022
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.

CHANDLER ASSET MANAGEMENT
chandlerasset.com
Chandler Team:

For questions about your account, please call (800) 317-4747, or contact [email protected]
Custodian
US Bank
Alexander Bazan
(503) 402-5305
426

ACCOUNT SUMMARY
Beg. Values
as of 10/31/22
End Values
as of 11/30/22
Market Value 73,831,065 74,525,990
Accrued Interest 143,812 179,081
Total Market Value 73,974,877 74,705,071
Income Earned 58,223 60,366
Cont/WD -5,466
Par 80,620,511 80,638,534
Book Value 80,532,408 80,552,039
Cost Value 80,616,738 80,634,761

TOP ISSUERS
Federal National Mortgage Assoc 24.3%
Federal Home Loan Bank 23.2%
Federal Home Loan Mortgage Corp 22.8%
Toyota Motor Corp 6.0%
HSBC Holdings PLC 4.0%
Coca Cola Co. 3.9%
Apple Inc 3.6%
Government of United States 3.6%
Total 91.4%

PORTFOLIO CHARACTERISTICS
Average Modified Duration 2.12
Average Coupon 0.87%
Average Purchase YTM 0.93%
Average Market YTM 4.66%
Average S&P/Moody Rating AA/Aa1
Average Final Maturity 2.22 yrs
Average Life 2.20 yrs

SECTOR ALLOCATION MATURITY DISTRIBUTION CREDIT QUALITY (S&P) Portfolio Summary
As of November 30, 2022
City of Orange
Account #10888

PERFORMANCE REVIEW
Annualized
TOTAL RATE OF RETURN 1M 3M YTD 1YR 2YRS 3YRS 5YRS 10YRS 12/31/2021 City of Orange 0.99% -0.79% -6.17% N/A N/A N/A N/A N/A N/A ICE BofA 1-5 Yr US Treasury & Agency Index 1.07% -0.84% -5.31% N/A N/A N/A N/A N/A N/A Chandler Asset Management - CONFIDENTIAL Page 1 Execution Time: 12/1/2022 9:34:44 PM427

BOOK VALUE RECONCILIATION
BEGINNING BOOK VALUE $80,532,408.15
Acquisition
+ Security Purchases $0.00
+ Money Market Fund Purchases $23,489.43
+ Money Market Contributions $0.00
+ Security Contributions $0.00
+ Security Transfers $0.00
Total Acquisitions $23,489.43
Dispositions
- Security Sales $0.00
- Money Market Fund Sales $0.00
- MMF Withdrawals $5,466.36
- Security Withdrawals $0.00
- Security Transfers $0.00
- Other Dispositions $0.00
- Maturites $0.00
- Calls $0.00
- Principal Paydowns $0.00
Total Dispositions $5,466.36
Amortization/Accretion
+/- Net Accretion $1,607.42
$1,607.42
Gain/Loss on Dispositions
+/- Realized Gain/Loss $0.00
$0.00
ENDING BOOK VALUE $80,552,038.64

CASH TRANSACTION SUMMARY
BEGINNING BALANCE $75,510.80
Acquisition
Contributions $0.00
Security Sale Proceeds $0.00
Accrued Interest Received $0.00
Interest Received $22,904.17
Dividend Received $585.26
Principal on Maturities $0.00
Interest on Maturities $0.00
Calls/Redemption (Principal) $0.00
Interest from Calls/Redemption $0.00
Principal Paydown $0.00
Total Acquisitions $23,489.43
Dispositions
Withdrawals $5,466.36
Security Purchase $0.00
Accrued Interest Paid $0.00
Total Dispositions $5,466.36
ENDING BOOK VALUE $93,533.87
Reconciliation Summary
As of November 30, 2022
City of Orange
Account #10888
Chandler Asset Management - CONFIDENTIAL Page 2 Execution Time: 12/1/2022 9:34:44 PM 428
Holdings Report
As of November 30, 2022
City of Orange
Account #10888
CUSIP Security Description Par Value/Units Purchase Date Book Yield
Cost Value
Book Value
Mkt Price
Mkt YTM
Market Value
Accrued Int.
% of Port.

Gain/Loss
Moody/S&P
Fitch
Maturity
Duration
ABS
92348KAA1 Verizon Master Trust 2021-1 A

0.5% Due 5/20/2027
220,000.00 10/21/2022

4.28%
204,668.75
205,336.90

93.30 4.35%
205,264.20

33.61 0.27%
(72.70)
Aaa / AAA
AAA

4.47 1.78
Total ABS 220,000.00 4.28%
204,668.75
205,336.90 4.35%
205,264.20

33.61 0.27%
(72.70)
Aaa / AAA
AAA

4.47 1.78
AGENCY
3135GABN0 FNMA Callable Note Qtrly 12/29/2021

0.28% Due 12/29/2023
5,000,000.00 12/29/2020

0.28%
5,000,000.00
5,000,000.00

95.06 5.03%
4,752,980.00
5,911.11

6.37%
(247,020.00)
Aaa / AA+
AAA

1.08 1.05
3130ALLM4 FHLB Callable Note Qtrly 6/28/2021

0.35% Due 3/28/2024
5,000,000.00 03/29/2021

0.37%
4,997,000.00
4,998,676.71

94.13 4.97%
4,706,405.00
3,062.50

6.30%
(292,271.71)
Aaa / AA+
NR

1.33 1.29
3134GWXC5 FHLMC Callable Note Qtrly 9/29/2021

0.35% Due 3/29/2024
5,000,000.00 12/10/2020

0.35%
5,000,000.00
5,000,000.00

94.14 4.96%
4,706,835.00
3,013.89

6.30%
(293,165.00)
Aaa / NR
AAA

1.33 1.30
3135GA4S7 FNMA Callable Note Qtrly 11/17/2022

0.375% Due 5/17/2024
5,000,000.00 11/20/2020

0.38%
5,000,000.00
5,000,000.00

93.71 4.88%
4,685,735.00
729.17

6.27%
(314,265.00)
Aaa / AA+
AAA

1.46 1.43
3135GA5Y3 FNMA Callable Note Qtrly 12/14/2021

0.375% Due 6/14/2024
4,375,000.00 12/14/2020

0.38%
4,375,000.00
4,375,000.00

93.44 4.85%
4,087,960.63
7,610.68

5.48%
(287,039.37)
Aaa / AA+
AAA

1.54 1.50
3134GWVE3 FHLMC Callable Note Qtrly 3/25/2021

0.4% Due 9/25/2024
4,575,000.00 11/19/2020

0.41%
4,573,627.50
4,574,351.82

92.65 4.66%
4,238,696.33
3,355.00

5.68%
(335,655.49)
Aaa / NR
AAA

1.82 1.77
3135GA4W8 FNMA Callable Note Qtrly 11/18/2022

0.5% Due 2/18/2025
5,000,000.00 11/20/2020

0.50%
5,000,000.00
5,000,000.00

91.44 4.61%
4,571,890.00
7,152.78

6.13%
(428,110.00)
Aaa / AA+
AAA

2.22 2.15
3130ANA42 FHLB Callable Note Qtrly 1/28/2022

0.65% Due 4/28/2025
4,000,000.00 07/28/2021

0.65%
4,000,000.00
4,000,000.00

91.09 4.60%
3,643,640.00
8,883.33

4.89%
(356,360.00)
Aaa / AA+
NR

2.41 2.34
3130AMBG6 FHLB Callable Note Qtrly 7/29/2021

0.75% Due 4/29/2025
5,000,000.00 05/04/2021

0.75%
5,000,000.00
5,000,000.00

91.31 4.60%
4,565,355.00
3,333.33

6.12%
(434,645.00)
Aaa / AA+
NR

2.41 2.34
3134GW3Z7 FHLMC Callable Note Qtrly 10/28/2021

0.6% Due 10/28/2025
9,000,000.00 10/28/2020

0.60%
9,000,000.00
9,000,000.00

89.94 4.32%
8,094,285.00
4,950.00

10.84%
(905,715.00)
Aaa / NR
AAA

2.91 2.83
3130ANDF4 FHLB Callable Note Annual 7/29/2022

0.9% Due 7/29/2026
5,000,000.00 07/29/2021

0.90%
5,010,000.00
5,000,000.00

88.42 4.35%
4,421,140.00
15,250.00

5.94%
(578,860.00)
Aaa / AA+
NR

3.66 3.52
Total Agency 56,950,000.00 0.51%
56,955,627.50
56,948,028.53 4.69%
52,474,921.96
63,251.79

70.33%
(4,473,106.57)
Aaa / AA+
AAA

2.06 2.00
Chandler Asset Management - CONFIDENTIAL Page 3 Execution Time: 12/1/2022 9:34:44 PM 429
Holdings Report
As of November 30, 2022
City of Orange
Account #10888
CUSIP Security Description Par Value/Units Purchase Date Book Yield
Cost Value
Book Value
Mkt Price
Mkt YTM
Market Value
Accrued Int.
% of Port.

Gain/Loss
Moody/S&P
Fitch
Maturity
Duration

CORPORATE
69371RR81 Paccar Financial Corp Note

3.15% Due 6/13/2024
895,000.00 06/06/2022

3.16%
894,794.15
894,842.30

97.81 4.64%
875,407.56
13,156.50

1.19%
(19,434.74)
A1 / A+
NR

1.54 1.46
40434CAD7 HSBC USA Inc Note

3.5% Due 6/23/2024
3,000,000.00 12/10/2019

2.14%
3,174,900.00
3,060,164.76

97.64 5.09%
2,929,233.00
46,083.33

3.98%
(130,931.76)
A1 / AA+1.56

1.47 191216CL2 Coca Cola Company Callable Note Cont
8/6/2024

1.75% Due 9/6/2024
3,000,000.00 09/20/2019

2.00%
2,964,750.00
2,987,459.32

95.91 4.17%
2,877,444.00
12,395.83

3.87%
(110,015.32)
A1 / A+
A

1.77 1.70
14913Q3B3 Caterpillar Finl Service Note

2.15% Due 11/8/2024
1,250,000.00 05/31/2022

2.87%
1,229,100.00
1,233,373.93

95.47 4.62%
1,193,393.75
1,717.01

1.60%
(39,980.18)
A2 / A
A

1.94 1.86
06051GJR1 Bank of America Corp Callable Note
Cont 4/22/2024

0.976% Due 4/22/2025
1,250,000.00 05/31/2022

3.89%
1,192,012.50
1,202,016.03

93.41 5.40%
1,167,638.75
1,321.67

1.56%
(34,377.28)
A2 / AAA2.39

2.29 24422EWF2 John Deere Capital Corp Note

3.4% Due 6/6/2025
280,000.00 06/01/2022

3.41%
279,935.60
279,946.06

97.56 4.43%
273,174.44
4,627.78

0.37%
(6,771.62)
A2 / A
A

2.52 2.34
06406RBF3 Bank of NY Mellon Corp Callable Note
Cont 6/13/2024

3.43% Due 6/13/2025
955,000.00 06/08/2022

3.43%
955,000.00
955,000.00

97.76 4.77%
933,613.73
15,286.37

1.27%
(21,386.27)
A1 / A
AA2.542.35
89236THP3 Toyota Motor Credit Corp Note

0.8% Due 10/16/2025
5,000,000.00 11/19/2020

0.70%
5,025,000.00
5,014,648.44

89.77 4.64%
4,488,710.00
5,000.00

6.02%
(525,938.44)
A1 / A+
A+

2.88 2.78
63743HFF4 National Rural Utilities Note

5.45% Due 10/30/2025
495,000.00 10/20/2022

5.50%
494,336.70
494,355.48
101.46

4.90%
502,250.27
2,323.06

0.68%
7,894.79
A2 / AA2.92

2.66 037833EB2 Apple Inc Callable Note Cont 1/8/2026

0.7% Due 2/8/2026
3,000,000.00 02/08/2021

0.70%
2,999,730.00
2,999,827.74

89.26 4.34%
2,677,677.00
6,591.67

3.59%
(322,150.74)
Aaa / AA+
NR

3.19 3.08
46647PBK1 JP Morgan Chase & Co Callable Note
Cont 4/22/2025

2.083% Due 4/22/2026
1,250,000.00 05/31/2022

4.31%
1,190,825.00
1,198,409.40

92.90 5.28%
1,161,267.50
2,820.73

1.56%
(37,141.90)
A1 / AAA3.39

2.28 Total Corporate 20,375,000.00 2.03%
20,400,383.95
20,320,043.46 4.69%
19,079,810.00
111,323.95

25.69%
(1,240,233.46)
A1 / A+
A+

2.41 2.25
Chandler Asset Management - CONFIDENTIAL Page 4 Execution Time: 12/1/2022 9:34:44 PM 430
Holdings Report
As of November 30, 2022
City of Orange
Account #10888
CUSIP Security Description Par Value/Units Purchase Date Book Yield
Cost Value
Book Value
Mkt Price
Mkt YTM
Market Value
Accrued Int.
% of Port.

Gain/Loss
Moody/S&P
Fitch
Maturity
Duration

MONEY MARKET FUND
31846V203 First American Govt Obligation Fund
Class Y
93,533.87 Various

3.35%
93,533.87
93,533.87

1.00 3.35%
93,533.87

0.00 0.13%

0.00 Aaa / AAA
AAA

0.00 0.00
Total Money Market Fund 93,533.87 3.35%
93,533.87
93,533.87 3.35%
93,533.87

0.00 0.13%

0.00 Aaa / AAA
AAA

0.00 0.00

US TREASURY
91282CCZ2 US Treasury Note

0.875% Due 9/30/2026
3,000,000.00 09/30/2021

1.01%
2,980,546.88
2,985,095.88

89.08 3.97%
2,672,460.00
4,471.15

3.58%
(312,635.88)
Aaa / AA+
AAA

3.84 3.69
Total US Treasury 3,000,000.00 1.01%
2,980,546.88
2,985,095.88 3.97%
2,672,460.00
4,471.15

3.58%
(312,635.88)
Aaa / AA+
AAA

3.84 3.69
TOTAL PORTFOLIO 80,638,533.87 0.93%
80,634,760.95
80,552,038.64 4.66%
74,525,990.03
179,080.50
100.00%
(6,026,048.61)
Aa1 / AA
AAA

2.22 2.12
TOTAL MARKET VALUE PLUS ACCRUED 74,705,070.53
Chandler Asset Management - CONFIDENTIAL Page 5 Execution Time: 12/1/2022 9:34:44 PM 431
Transaction Ledger
As of November 30, 2022
City of Orange
Account #10888
Transaction
Type
Settlement
Date CUSIP Quantity Security Description Price Acq/DispYield Amount InterestPur/Sold Total Amount Gain/Loss

ACQUISITIONS
Purchase 11/01/2022 31846V203 585.26 First American Govt Obligation Fund Class Y

1.000 2.61% 585.26 0.00 585.26 0.00
Purchase 11/08/2022 31846V203 13,437.50 First American Govt Obligation Fund Class Y

1.000 2.61% 13,437.50 0.00 13,437.50 0.00
Purchase 11/17/2022 31846V203 9,375.00 First American Govt Obligation Fund Class Y

1.000 2.61% 9,375.00 0.00 9,375.00 0.00
Purchase 11/21/2022 31846V203 91.67 First American Govt Obligation Fund Class Y

1.000 2.61% 91.67 0.00 91.67 0.00
Subtotal 23,489.43 23,489.43 0.00 23,489.43 0.00
TOTAL ACQUISITIONS 23,489.43 23,489.43 0.00 23,489.43 0.00

DISPOSITIONS
Paydown 11/21/2022 92348KAA1 0.00 Verizon Master Trust 2021-1 A

0.5% Due 5/20/2027
100.000 0.00 91.67 91.67 0.00
Subtotal 0.00 0.00 91.67 91.67 0.00
Security
Withdrawal
11/15/2022 31846V203 4,952.92 First American Govt Obligation Fund Class Y

1.000 4,952.92 0.00 4,952.92 0.00
Security
Withdrawal
11/28/2022 31846V203 513.44 First American Govt Obligation Fund Class Y

1.000 513.44 0.00 513.44 0.00
Subtotal 5,466.36 5,466.36 0.00 5,466.36 0.00
TOTAL DISPOSITIONS 5,466.36 5,466.36 91.67 5,558.03 0.00

OTHER TRANSACTIONS
Interest 11/08/2022 14913Q3B3 1,250,000.00 Caterpillar Finl Service Note

2.15% Due 11/8/2024

0.000 13,437.50 0.00 13,437.50 0.00
Interest 11/17/2022 3135GA4S7 5,000,000.00 FNMA Callable Note Qtrly 11/17/2022

0.375% Due 5/17/2024

0.000 9,375.00 0.00 9,375.00 0.00
Subtotal 6,250,000.00 22,812.50 0.00 22,812.50 0.00
Chandler Asset Management - CONFIDENTIAL Page 6 Execution Time: 12/1/2022 9:34:44 PM 432
Transaction Ledger
As of November 30, 2022
City of Orange
Account #10888
Transaction
Type
Settlement
Date CUSIP Quantity Security Description Price Acq/DispYield Amount InterestPur/Sold Total Amount Gain/Loss

OTHER TRANSACTIONS
Dividend 11/01/2022 31846V203 75,510.80 First American Govt Obligation Fund Class Y

0.000 585.26 0.00 585.26 0.00
Subtotal 75,510.80 585.26 0.00 585.26 0.00
TOTAL OTHER TRANSACTIONS 6,325,510.80 23,397.76 0.00 23,397.76 0.00 Chandler Asset Management - CONFIDENTIAL Page 7 Execution Time: 12/1/2022 9:34:44 PM 433
Income Earned
As of November 30, 2022
City of Orange
Account #10888
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

FIXED INCOME
037833EB2 Apple Inc
Callable Note Cont 1/8/2026

0.7% Due 02/08/2026
02/08/2021
02/08/2021
3,000,000.00
2,999,823.30

0.00 0.00
2,999,827.74
4,841.67

0.00 6,591.67
1,750.00

4.44 0.00

4.44 1,754.44
1,754.44
06051GJR1 Bank of America Corp
Callable Note Cont 4/22/2024

0.976% Due 04/22/2025
05/31/2022
06/02/2022
1,250,000.00
1,200,367.10

0.00 0.00
1,202,016.03
305.00

0.00 1,321.67
1,016.67
1,648.93

0.00 1,648.93
2,665.60
2,665.60
06406RBF3 Bank of NY Mellon Corp
Callable Note Cont 6/13/2024

3.43% Due 06/13/2025
06/08/2022
06/13/2022
955,000.00
955,000.00

0.00 0.00
955,000.00
12,556.66

0.00 15,286.37
2,729.71

0.00 0.00

0.00 2,729.71
2,729.71
14913Q3B3 Caterpillar Finl Service
Note

2.15% Due 11/08/2024
05/31/2022
06/02/2022
1,250,000.00
1,232,669.44

0.00 0.00
1,233,373.93
12,914.93
13,437.50
1,717.01
2,239.58
704.49

0.00 704.49
2,944.07
2,944.07
191216CL2 Coca Cola Company
Callable Note Cont 8/6/2024

1.75% Due 09/06/2024
09/20/2019
09/20/2019
3,000,000.00
2,986,876.03

0.00 0.00
2,987,459.32
8,020.83

0.00 12,395.83
4,375.00
583.29

0.00 583.29
4,958.29
4,958.29
24422EWF2 John Deere Capital Corp
Note

3.4% Due 06/06/2025
06/01/2022
06/06/2022
280,000.00
279,944.30

0.00 0.00
279,946.06
3,834.44

0.00 4,627.78
793.34

1.76 0.00

1.76 795.10
795.10
3130ALLM4 FHLB
Callable Note Qtrly 6/28/2021

0.35% Due 03/28/2024
03/29/2021
03/29/2021
5,000,000.00
4,998,594.52

0.00 0.00
4,998,676.71
1,604.17

0.00 3,062.50
1,458.33

82.19 0.00

82.19 1,540.52
1,540.52
3130AMBG6 FHLB
Callable Note Qtrly 7/29/2021

0.75% Due 04/29/2025
05/04/2021
05/04/2021
5,000,000.00
5,000,000.00

0.00 0.00
5,000,000.00
208.33

0.00 3,333.33
3,125.00

0.00 0.00

0.00 3,125.00
3,125.00
3130ANA42 FHLB
Callable Note Qtrly 1/28/2022

0.65% Due 04/28/2025
07/28/2021
07/28/2021
4,000,000.00
4,000,000.00

0.00 0.00
4,000,000.00
6,716.67

0.00 8,883.33
2,166.66

0.00 0.00

0.00 2,166.66
2,166.66
Chandler Asset Management - CONFIDENTIAL Page 8 Execution Time: 12/1/2022 9:34:44 PM 434
Income Earned
As of November 30, 2022
City of Orange
Account #10888
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
3130ANDF4 FHLB
Callable Note Annual 7/29/2022

0.9% Due 07/29/2026
07/29/2021
07/29/2021
5,000,000.00
5,000,000.00

0.00 0.00
5,000,000.00
11,500.00

0.00 15,250.00
3,750.00

0.00 0.00

0.00 3,750.00
3,750.00
3134GW3Z7 FHLMC
Callable Note Qtrly 10/28/2021

0.6% Due 10/28/2025
10/28/2020
10/28/2020
9,000,000.00
9,000,000.00

0.00 0.00
9,000,000.00
450.00

0.00 4,950.00
4,500.00

0.00 0.00

0.00 4,500.00
4,500.00
3134GWVE3 FHLMC
Callable Note Qtrly 3/25/2021

0.4% Due 09/25/2024
11/19/2020
11/19/2020
4,575,000.00
4,574,322.54

0.00 0.00
4,574,351.82
1,830.00

0.00 3,355.00
1,525.00

29.28 0.00

29.28 1,554.28
1,554.28
3134GWXC5 FHLMC
Callable Note Qtrly 9/29/2021

0.35% Due 03/29/2024
12/10/2020
12/10/2020
5,000,000.00
5,000,000.00

0.00 0.00
5,000,000.00
1,555.56

0.00 3,013.89
1,458.33

0.00 0.00

0.00 1,458.33
1,458.33
3135GA4S7 FNMA
Callable Note Qtrly 11/17/2022

0.375% Due 05/17/2024
11/20/2020
11/20/2020
5,000,000.00
5,000,000.00

0.00 0.00
5,000,000.00
8,541.67
9,375.00
729.17
1,562.50

0.00 0.00

0.00 1,562.50
1,562.50
3135GA4W8 FNMA
Callable Note Qtrly 11/18/2022

0.5% Due 02/18/2025
11/20/2020
11/20/2020
5,000,000.00
5,000,000.00

0.00 0.00
5,000,000.00
5,069.44

0.00 7,152.78
2,083.34

0.00 0.00

0.00 2,083.34
2,083.34
3135GA5Y3 FNMA
Callable Note Qtrly 12/14/2021

0.375% Due 06/14/2024
12/14/2020
12/14/2020
4,375,000.00
4,375,000.00

0.00 0.00
4,375,000.00
6,243.49

0.00 7,610.68
1,367.19

0.00 0.00

0.00 1,367.19
1,367.19
3135GABN0 FNMA
Callable Note Qtrly 12/29/2021

0.28% Due 12/29/2023
12/29/2020
12/29/2020
5,000,000.00
5,000,000.00

0.00 0.00
5,000,000.00
4,744.44

0.00 5,911.11
1,166.67

0.00 0.00

0.00 1,166.67
1,166.67
40434CAD7 HSBC USA Inc
Note

3.5% Due 06/23/2024
12/10/2019
12/10/2019
3,000,000.00
3,063,331.32

0.00 0.00
3,060,164.76
37,333.33

0.00 46,083.33
8,750.00

0.00 3,166.56
(3,166.56)
5,583.44
5,583.44
Chandler Asset Management - CONFIDENTIAL Page 9 Execution Time: 12/1/2022 9:34:44 PM 435
Income Earned
As of November 30, 2022
City of Orange
Account #10888
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
46647PBK1 JP Morgan Chase & Co
Callable Note Cont 4/22/2025

2.083% Due 04/22/2026
05/31/2022
06/02/2022
1,250,000.00
1,197,159.23

0.00 0.00
1,198,409.40
650.94

0.00 2,820.73
2,169.79
1,250.17

0.00 1,250.17
3,419.96
3,419.96
63743HFF4 National Rural Utilities
Note

5.45% Due 10/30/2025
10/20/2022
10/31/2022
495,000.00
494,337.31

0.00 0.00
494,355.48

74.94 0.00
2,323.06
2,248.12

18.17 0.00

18.17 2,266.29
2,266.29
69371RR81 Paccar Financial Corp
Note

3.15% Due 06/13/2024
06/06/2022
06/13/2022
895,000.00
894,833.86

0.00 0.00
894,842.30
10,807.13

0.00 13,156.50
2,349.37

8.44 0.00

8.44 2,357.81
2,357.81
89236THP3 Toyota Motor Credit Corp
Note

0.8% Due 10/16/2025
11/19/2020
11/19/2020
5,000,000.00
5,015,066.96

0.00 0.00
5,014,648.44
1,666.67

0.00 5,000.00
3,333.33

0.00 418.52
(418.52)
2,914.81
2,914.81
91282CCZ2 US Treasury
Note

0.875% Due 09/30/2026
09/30/2021
09/30/2021
3,000,000.00
2,984,776.28

0.00 0.00
2,985,095.88
2,307.69

0.00 4,471.15
2,163.46
319.60

0.00 319.60
2,483.06
2,483.06
92348KAA1 Verizon Master Trust
2021-1 A

0.5% Due 05/20/2027
10/21/2022
10/25/2022
220,000.00
204,795.16

0.00 0.00
205,336.90

33.61 91.67

33.61 91.67
541.74

0.00 541.74
633.41
633.41
Total Fixed Income 80,545,000.00
80,456,897.35

0.00 0.00
80,458,504.77
143,811.61
22,904.17
179,080.50
58,173.06
5,192.50
3,585.08
1,607.42
59,780.48 59,780.48
Chandler Asset Management - CONFIDENTIAL Page 10 Execution Time: 12/1/2022 9:34:44 PM 436
Income Earned
As of November 30, 2022
City of Orange
Account #10888
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 & EQUIVALENT
31846V203 First American
Govt Obligation Fund Class Y
Various
Various
93,533.87
75,510.80
23,489.43
5,466.36
93,533.87

0.00 585.26

0.00 0.00

0.00 585.26
585.26
Total Cash & Equivalent 93,533.87
75,510.80
23,489.43
5,466.36
93,533.87

0.00 585.26

0.00 0.00

0.00 585.26 585.26
TOTAL PORTFOLIO 80,638,533.87
80,532,408.15
23,489.43
5,466.36
80,552,038.64
143,811.61
23,489.43
179,080.50
58,758.32
5,192.50
3,585.08
1,607.42
60,365.74 60,365.74
Chandler Asset Management - CONFIDENTIAL Page 11 Execution Time: 12/1/2022 9:34:44 PM 437
Cash Flow Report
As of November 30, 2022
City of Orange
Account #10888
Payment Date Transaction Type CUSIP Quantity Security Description Principal Amount Income Total Amount 12/06/2022 Interest 24422EWF2 280,000.00 John Deere Capital Corp Note

3.4% Due 6/6/2025

0.00 4,760.00 4,760.00
12/13/2022 Interest 06406RBF3 955,000.00 Bank of NY Mellon Corp Callable Note Cont 6/13/2024

3.43% Due 6/13/2025

0.00 16,378.25 16,378.25
12/13/2022 Interest 69371RR81 895,000.00 Paccar Financial Corp Note

3.15% Due 6/13/2024

0.00 14,096.25 14,096.25
12/14/2022 Interest 3135GA5Y3 4,375,000.00 FNMA Callable Note Qtrly 12/14/2021

0.375% Due 6/14/2024

0.00 8,203.13 8,203.13
12/20/2022 Paydown 92348KAA1 220,000.00 Verizon Master Trust 2021-1 A

0.5% Due 5/20/2027

0.00 91.67 91.67
12/23/2022 Interest 40434CAD7 3,000,000.00 HSBC USA Inc Note

3.5% Due 6/23/2024

0.00 52,500.00 52,500.00
12/29/2022 Interest 3135GABN0 5,000,000.00 FNMA Callable Note Qtrly 12/29/2021

0.28% Due 12/29/2023

0.00 7,000.00 7,000.00
DEC 2022 0.00 103,029.30 103,029.30
01/20/2023 Paydown 92348KAA1 220,000.00 Verizon Master Trust 2021-1 A

0.5% Due 5/20/2027

0.00 91.67 91.67
01/28/2023 Call 3130ANA42 4,000,000.00 FHLB Callable Note Qtrly 1/28/2022

0.65% Due 4/28/2025
4,000,000.00 13,000.00 4,013,000.00
01/29/2023 Interest 3130ANDF4 5,000,000.00 FHLB Callable Note Annual 7/29/2022

0.9% Due 7/29/2026

0.00 22,500.00 22,500.00
JAN 2023 4,000,000.00 35,591.67 4,035,591.67
02/08/2023 Interest 037833EB2 3,000,000.00 Apple Inc Callable Note Cont 1/8/2026

0.7% Due 2/8/2026

0.00 10,500.00 10,500.00
02/18/2023 Interest 3135GA4W8 5,000,000.00 FNMA Callable Note Qtrly 11/18/2022

0.5% Due 2/18/2025

0.00 12,500.00 12,500.00
02/20/2023 Paydown 92348KAA1 220,000.00 Verizon Master Trust 2021-1 A

0.5% Due 5/20/2027

0.00 91.67 91.67
FEB 2023 0.00 23,091.67 23,091.67
03/06/2023 Interest 191216CL2 3,000,000.00 Coca Cola Company Callable Note Cont 8/6/2024

1.75% Due 9/6/2024

0.00 26,250.00 26,250.00
03/20/2023 Paydown 92348KAA1 220,000.00 Verizon Master Trust 2021-1 A

0.5% Due 5/20/2027

0.00 91.67 91.67
Chandler Asset Management - CONFIDENTIAL Page 12 Execution Time: 12/1/2022 9:34:44 PM 438
Cash Flow Report
As of November 30, 2022
City of Orange
Account #10888
Payment Date Transaction Type CUSIP Quantity Security Description Principal Amount Income Total Amount 03/25/2023 Interest 3134GWVE3 4,575,000.00 FHLMC Callable Note Qtrly 3/25/2021

0.4% Due 9/25/2024

0.00 9,150.00 9,150.00
03/28/2023 Interest 3130ALLM4 5,000,000.00 FHLB Callable Note Qtrly 6/28/2021

0.35% Due 3/28/2024

0.00 8,750.00 8,750.00
03/29/2023 Interest 3134GWXC5 5,000,000.00 FHLMC Callable Note Qtrly 9/29/2021

0.35% Due 3/29/2024

0.00 8,750.00 8,750.00
03/31/2023 Interest 91282CCZ2 3,000,000.00 US Treasury Note

0.875% Due 9/30/2026

0.00 13,125.00 13,125.00
MAR 2023 0.00 66,116.67 66,116.67
04/16/2023 Interest 89236THP3 5,000,000.00 Toyota Motor Credit Corp Note

0.8% Due 10/16/2025

0.00 20,000.00 20,000.00
04/20/2023 Paydown 92348KAA1 220,000.00 Verizon Master Trust 2021-1 A

0.5% Due 5/20/2027

0.00 91.67 91.67
04/22/2023 Interest 06051GJR1 1,250,000.00 Bank of America Corp Callable Note Cont 4/22/2024

0.976% Due 4/22/2025

0.00 6,100.00 6,100.00
04/22/2023 Interest 46647PBK1 1,250,000.00 JP Morgan Chase & Co Callable Note Cont 4/22/2025

2.083% Due 4/22/2026

0.00 13,018.75 13,018.75
04/28/2023 Interest 3134GW3Z7 9,000,000.00 FHLMC Callable Note Qtrly 10/28/2021

0.6% Due 10/28/2025

0.00 27,000.00 27,000.00
04/29/2023 Interest 3130AMBG6 5,000,000.00 FHLB Callable Note Qtrly 7/29/2021

0.75% Due 4/29/2025

0.00 18,750.00 18,750.00
04/30/2023 Interest 63743HFF4 495,000.00 National Rural Utilities Note

5.45% Due 10/30/2025

0.00 13,488.75 13,488.75
APR 2023 0.00 98,449.17 98,449.17
05/08/2023 Interest 14913Q3B3 1,250,000.00 Caterpillar Finl Service Note

2.15% Due 11/8/2024

0.00 13,437.50 13,437.50
05/17/2023 Interest 3135GA4S7 5,000,000.00 FNMA Callable Note Qtrly 11/17/2022

0.375% Due 5/17/2024

0.00 9,375.00 9,375.00
05/20/2023 Paydown 92348KAA1 220,000.00 Verizon Master Trust 2021-1 A

0.5% Due 5/20/2027

0.00 91.67 91.67
MAY 2023 0.00 22,904.17 22,904.17
06/06/2023 Interest 24422EWF2 280,000.00 John Deere Capital Corp Note

3.4% Due 6/6/2025

0.00 4,760.00 4,760.00
Chandler Asset Management - CONFIDENTIAL Page 13 Execution Time: 12/1/2022 9:34:44 PM 439
Cash Flow Report
As of November 30, 2022
City of Orange
Account #10888
Payment Date Transaction Type CUSIP Quantity Security Description Principal Amount Income Total Amount 06/13/2023 Interest 06406RBF3 955,000.00 Bank of NY Mellon Corp Callable Note Cont 6/13/2024

3.43% Due 6/13/2025

0.00 16,378.25 16,378.25
06/13/2023 Interest 69371RR81 895,000.00 Paccar Financial Corp Note

3.15% Due 6/13/2024

0.00 14,096.25 14,096.25
06/14/2023 Interest 3135GA5Y3 4,375,000.00 FNMA Callable Note Qtrly 12/14/2021

0.375% Due 6/14/2024

0.00 8,203.13 8,203.13
06/20/2023 Paydown 92348KAA1 220,000.00 Verizon Master Trust 2021-1 A

0.5% Due 5/20/2027

0.00 91.67 91.67
06/23/2023 Interest 40434CAD7 3,000,000.00 HSBC USA Inc Note

3.5% Due 6/23/2024

0.00 52,500.00 52,500.00
06/29/2023 Interest 3135GABN0 5,000,000.00 FNMA Callable Note Qtrly 12/29/2021

0.28% Due 12/29/2023

0.00 7,000.00 7,000.00
JUN 2023 0.00 103,029.30 103,029.30
07/20/2023 Paydown 92348KAA1 220,000.00 Verizon Master Trust 2021-1 A

0.5% Due 5/20/2027

0.00 91.67 91.67
07/29/2023 Interest 3130ANDF4 5,000,000.00 FHLB Callable Note Annual 7/29/2022

0.9% Due 7/29/2026

0.00 22,500.00 22,500.00
JUL 2023 0.00 22,591.67 22,591.67
08/08/2023 Interest 037833EB2 3,000,000.00 Apple Inc Callable Note Cont 1/8/2026

0.7% Due 2/8/2026

0.00 10,500.00 10,500.00
08/18/2023 Interest 3135GA4W8 5,000,000.00 FNMA Callable Note Qtrly 11/18/2022

0.5% Due 2/18/2025

0.00 12,500.00 12,500.00
08/20/2023 Paydown 92348KAA1 220,000.00 Verizon Master Trust 2021-1 A

0.5% Due 5/20/2027

0.00 91.67 91.67
AUG 2023 0.00 23,091.67 23,091.67
09/06/2023 Interest 191216CL2 3,000,000.00 Coca Cola Company Callable Note Cont 8/6/2024

1.75% Due 9/6/2024

0.00 26,250.00 26,250.00
09/20/2023 Paydown 92348KAA1 220,000.00 Verizon Master Trust 2021-1 A

0.5% Due 5/20/2027

0.00 91.67 91.67
09/25/2023 Interest 3134GWVE3 4,575,000.00 FHLMC Callable Note Qtrly 3/25/2021

0.4% Due 9/25/2024

0.00 9,150.00 9,150.00
09/28/2023 Interest 3130ALLM4 5,000,000.00 FHLB Callable Note Qtrly 6/28/2021

0.35% Due 3/28/2024

0.00 8,750.00 8,750.00
Chandler Asset Management - CONFIDENTIAL Page 14 Execution Time: 12/1/2022 9:34:44 PM 440
Cash Flow Report
As of November 30, 2022
City of Orange
Account #10888
Payment Date Transaction Type CUSIP Quantity Security Description Principal Amount Income Total Amount 09/29/2023 Interest 3134GWXC5 5,000,000.00 FHLMC Callable Note Qtrly 9/29/2021

0.35% Due 3/29/2024

0.00 8,750.00 8,750.00
09/30/2023 Interest 91282CCZ2 3,000,000.00 US Treasury Note

0.875% Due 9/30/2026

0.00 13,125.00 13,125.00
SEP 2023 0.00 66,116.67 66,116.67
10/16/2023 Interest 89236THP3 5,000,000.00 Toyota Motor Credit Corp Note

0.8% Due 10/16/2025

0.00 20,000.00 20,000.00
10/20/2023 Paydown 92348KAA1 220,000.00 Verizon Master Trust 2021-1 A

0.5% Due 5/20/2027

0.00 91.67 91.67
10/22/2023 Interest 06051GJR1 1,250,000.00 Bank of America Corp Callable Note Cont 4/22/2024

0.976% Due 4/22/2025

0.00 6,100.00 6,100.00
10/22/2023 Interest 46647PBK1 1,250,000.00 JP Morgan Chase & Co Callable Note Cont 4/22/2025

2.083% Due 4/22/2026

0.00 13,018.75 13,018.75
10/28/2023 Interest 3134GW3Z7 9,000,000.00 FHLMC Callable Note Qtrly 10/28/2021

0.6% Due 10/28/2025

0.00 27,000.00 27,000.00
10/29/2023 Interest 3130AMBG6 5,000,000.00 FHLB Callable Note Qtrly 7/29/2021

0.75% Due 4/29/2025

0.00 18,750.00 18,750.00
10/31/2023 Interest 63743HFF4 495,000.00 National Rural Utilities Note

5.45% Due 10/30/2025

0.00 13,488.75 13,488.75
OCT 2023 0.00 98,449.17 98,449.17
11/08/2023 Interest 14913Q3B3 1,250,000.00 Caterpillar Finl Service Note

2.15% Due 11/8/2024

0.00 13,437.50 13,437.50
11/17/2023 Interest 3135GA4S7 5,000,000.00 FNMA Callable Note Qtrly 11/17/2022

0.375% Due 5/17/2024

0.00 9,375.00 9,375.00
11/20/2023 Paydown 92348KAA1 220,000.00 Verizon Master Trust 2021-1 A

0.5% Due 5/20/2027

0.00 91.67 91.67
NOV 2023 0.00 22,904.17 22,904.17
TOTAL 4,000,000.00 685,365.30 4,685,365.30
Chandler Asset Management - CONFIDENTIAL Page 15 Execution Time: 12/1/2022 9:34:44 PM441 Important Disclosures City of Orange
Account #10888
Chandler Asset Management, Inc. ;͞Chandler͟Ϳis 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.

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

Ratings: Ratings information have been provided by Moody͛s, 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.

Chandler Asset Management - CONFIDENTIAL Page 16 Execution Time: 12/1/2022 9:34:44 PM442 Benchmark Index & Disclosures City of Orange
Account #10888
Benchmark Index 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 Moody͛s, 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.

Chandler Asset Management - CONFIDENTIAL Page 17 Execution Time: 12/1/2022 9:34:44 PM 443

MONTHLY ACCOUNT STATEMENT
City of Orange - Account #10888
DECEMBER 1, 2022 THROUGH DECEMBER 31, 2022
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.

CHANDLER ASSET MANAGEMENT
chandlerasset.com
Chandler Team:

For questions about your account, please call (800) 317-4747, or contact [email protected]
Custodian
US Bank
Alexander Bazan
(503) 402-5305
444

ACCOUNT SUMMARY
Beg. Values
as of 11/30/22
End Values
as of 12/31/22
Market Value 74,525,990 74,651,303
Accrued Interest 179,081 157,475
Total Market Value 74,705,071 74,808,778
Income Earned 60,366 60,324
Cont/WD -5,485
Par 80,638,534 80,644,384
Book Value 80,552,039 80,560,714
Cost Value 80,634,761 80,641,782

TOP ISSUERS
Federal Home Loan Bank 23.3%
Federal Home Loan Mortgage Corp 22.8%
Federal National Mortgage Assoc 22.4%
Toyota Motor Corp 6.0%
HSBC Holdings PLC 3.9%
Coca Cola Co. 3.8%
Government of United States 3.6%
Apple Inc 3.6%
Total 89.4%

PORTFOLIO CHARACTERISTICS
Average Modified Duration 2.07
Average Coupon 0.96%
Average Purchase YTM 1.02%
Average Market YTM 4.77%
Average S&P/Moody Rating AA/Aa1
Average Final Maturity 2.18 yrs
Average Life 2.15 yrs

SECTOR ALLOCATION MATURITY DISTRIBUTION CREDIT QUALITY (S&P) Portfolio Summary
As of December 31, 2022
City of Orange
Account #10888

PERFORMANCE REVIEW
Annualized
TOTAL RATE OF RETURN 1M 3M YTD 1YR 2YRS 3YRS 5YRS 10YRS 12/31/2021 City of Orange 0.15% 0.92% -6.04% -6.04% N/A N/A N/A N/A N/A ICE BofA 1-5 Yr US Treasury & Agency Index 0.07% 0.94% -5.25% -5.25% N/A N/A N/A N/A N/A Chandler Asset Management - CONFIDENTIAL Page 1 Execution Time: 1/4/2023 3:01:10 AM 445

BOOK VALUE RECONCILIATION
BEGINNING BOOK VALUE $80,552,038.64
Acquisition
+ Security Purchases $1,551,170.25
+ Money Market Fund Purchases $1,535,495.81
+ Money Market Contributions $0.00
+ Security Contributions $0.00
+ Security Transfers $0.00
Total Acquisitions $3,086,666.06
Dispositions
- Security Sales $1,432,230.00
- Money Market Fund Sales $1,574,160.63
- MMF Withdrawals $5,484.87
- Security Withdrawals $0.00
- Security Transfers $0.00
- Other Dispositions $0.00
- Maturites $0.00
- Calls $0.00
- Principal Paydowns $0.00
Total Dispositions $3,011,875.50
Amortization/Accretion
+/- Net Accretion $1,654.30
$1,654.30
Gain/Loss on Dispositions
+/- Realized Gain/Loss ($67,770.00)
($67,770.00)
ENDING BOOK VALUE $80,560,713.50

CASH TRANSACTION SUMMARY
BEGINNING BALANCE $93,533.87
Acquisition
Contributions $0.00
Security Sale Proceeds $1,432,230.00
Accrued Interest Received $0.00
Interest Received $103,029.30
Dividend Received $236.51
Principal on Maturities $0.00
Interest on Maturities $0.00
Calls/Redemption (Principal) $0.00
Interest from Calls/Redemption $0.00
Principal Paydown $0.00
Total Acquisitions $1,535,495.81
Dispositions
Withdrawals $5,484.87
Security Purchase $1,551,170.25
Accrued Interest Paid $22,990.38
Total Dispositions $1,579,645.50
ENDING BOOK VALUE $49,384.18
Reconciliation Summary
As of December 31, 2022
City of Orange
Account #10888
Chandler Asset Management - CONFIDENTIAL Page 2 Execution Time: 1/4/2023 3:01:10 AM 446
Holdings Report
As of December 31, 2022
City of Orange
Account #10888
CUSIP Security Description Par Value/Units Purchase Date Book Yield
Cost Value
Book Value
Mkt Price
Mkt YTM
Market Value
Accrued Int.
% of Port.

Gain/Loss
Moody/S&P
Fitch
Maturity
Duration
ABS
92348KAA1 Verizon Master Trust 2021-1 A

0.5% Due 5/20/2027
220,000.00 10/21/2022

4.28%
204,668.75
205,896.69

93.95 4.13%
206,687.80

33.61 0.28%
791.11
Aaa / AAA
AAA

4.39 1.70
Total ABS 220,000.00 4.28%
204,668.75
205,896.69 4.13%
206,687.80

33.61 0.28%
791.11
Aaa / AAA
AAA

4.39 1.70
AGENCY
3135GABN0 FNMA Callable Note Qtrly 12/29/2021

0.28% Due 12/29/2023
3,500,000.00 12/29/2020

0.28%
3,500,000.00
3,500,000.00

95.50 4.97%
3,342,587.64

54.44 4.47%
(157,412.36)
Aaa / AA+
AAA

0.99 0.97
3130ALLM4 FHLB Callable Note Qtrly 6/28/2021

0.35% Due 3/28/2024
5,000,000.00 03/29/2021

0.37%
4,997,000.00
4,998,761.64

94.42 5.04%
4,720,986.25
4,520.83

6.32%
(277,775.39)
Aaa / AA+
NR

1.24 1.21
3134GWXC5 FHLMC Callable Note Qtrly 9/29/2021

0.35% Due 3/29/2024
5,000,000.00 12/10/2020

0.35%
5,000,000.00
5,000,000.00

94.47 4.99%
4,723,303.65
4,472.22

6.32%
(276,696.35)
Aaa / NR
AAA

1.24 1.21
3135GA4S7 FNMA Callable Note Qtrly 11/17/2022

0.375% Due 5/17/2024
5,000,000.00 11/20/2020

0.38%
5,000,000.00
5,000,000.00

93.99 4.94%
4,699,527.60
2,291.67

6.29%
(300,472.40)
Aaa / AA+
AAA

1.38 1.34
3135GA5Y3 FNMA Callable Note Qtrly 12/14/2021

0.375% Due 6/14/2024
4,375,000.00 12/14/2020

0.38%
4,375,000.00
4,375,000.00

93.71 4.91%
4,099,922.88
774.74

5.48%
(275,077.12)
Aaa / AA+
AAA

1.45 1.42
3134GWVE3 FHLMC Callable Note Qtrly 3/25/2021

0.4% Due 9/25/2024
4,575,000.00 11/19/2020

0.41%
4,573,627.50
4,574,382.08

92.82 4.77%
4,246,363.20
4,880.00

5.68%
(328,018.88)
Aaa / NR
AAA

1.74 1.69
3135GA4W8 FNMA Callable Note Qtrly 11/18/2022

0.5% Due 2/18/2025
5,000,000.00 11/20/2020

0.50%
5,000,000.00
5,000,000.00

91.61 4.68%
4,580,660.50
9,236.11

6.14%
(419,339.50)
Aaa / AA+
AAA

2.14 2.07
3130ANA42 FHLB Callable Note Qtrly 1/28/2022

0.65% Due 4/28/2025
4,000,000.00 07/28/2021

0.65%
4,000,000.00
4,000,000.00

91.23 4.67%
3,649,348.20
11,050.00

4.89%
(350,651.80)
Aaa / AA+
NR

2.33 2.25
3130AMBG6 FHLB Callable Note Qtrly 7/29/2021

0.75% Due 4/29/2025
5,000,000.00 05/04/2021

0.75%
5,000,000.00
5,000,000.00

91.44 4.67%
4,572,087.80
6,458.33

6.12%
(427,912.20)
Aaa / AA+
NR

2.33 2.26
3134GW3Z7 FHLMC Callable Note Qtrly 10/28/2021

0.6% Due 10/28/2025
9,000,000.00 10/28/2020

0.60%
9,000,000.00
9,000,000.00

89.85 4.46%
8,086,640.22
9,450.00

10.82%
(913,359.78)
Aaa / NR
AAA

2.83 2.74
3130ANDF4 FHLB Callable Note Annual 7/29/2022

0.9% Due 7/29/2026
5,000,000.00 07/29/2021

0.90%
5,010,000.00
5,000,000.00

88.42 4.43%
4,421,141.10
19,000.00

5.94%
(578,858.90)
Aaa / AA+
NR

3.58 3.43
Total Agency 55,450,000.00 0.52%
55,455,627.50
55,448,143.72 4.75%
51,142,569.04
72,188.34

68.46%
(4,305,574.68)
Aaa / AA+
AAA

2.00 1.94
Chandler Asset Management - CONFIDENTIAL Page 3 Execution Time: 1/4/2023 3:01:10 AM447 Holdings Report
As of December 31, 2022
City of Orange
Account #10888
CUSIP Security Description Par Value/Units Purchase Date Book Yield
Cost Value
Book Value
Mkt Price
Mkt YTM
Market Value
Accrued Int.
% of Port.

Gain/Loss
Moody/S&P
Fitch
Maturity
Duration

CORPORATE
69371RR81 Paccar Financial Corp Note

3.15% Due 6/13/2024
895,000.00 06/06/2022

3.16%
894,794.15
894,851.03

97.68 4.82%
874,244.17
1,409.63

1.17%
(20,606.86)
A1 / A+
NR

1.45 1.39
40434CAD7 HSBC USA Inc Note

3.5% Due 6/23/2024
3,000,000.00 12/10/2019

2.14%
3,174,900.00
3,056,892.64

97.52 5.26%
2,925,748.71
2,333.33

3.91%
(131,143.93)
A1 / AA+1.48

1.41 191216CL2 Coca Cola Company Callable Note Cont
8/6/2024

1.75% Due 9/6/2024
3,000,000.00 09/20/2019

2.00%
2,964,750.00
2,988,062.05

95.34 4.66%
2,860,276.59
16,770.83

3.85%
(127,785.46)
A1 / A+
A

1.68 1.62
14913Q3B3 Caterpillar Finl Service Note

2.15% Due 11/8/2024
1,250,000.00 05/31/2022

2.87%
1,229,100.00
1,234,101.91

95.45 4.74%
1,193,166.90
3,956.60

1.60%
(40,935.01)
A2 / A
A

1.86 1.78
06051GJR1 Bank of America Corp Callable Note
Cont 4/22/2024

0.976% Due 4/22/2025
1,250,000.00 05/31/2022

4.06%
1,192,012.50
1,203,719.93

93.79 5.38%
1,172,356.89
2,338.33

1.57%
(31,363.04)
A2 / AAA2.31

2.21 24422EWF2 John Deere Capital Corp Note

3.4% Due 6/6/2025
280,000.00 06/01/2022

3.41%
279,935.60
279,947.88

97.11 4.67%
271,898.84
661.11

0.36%
(8,049.04)
A2 / A
A

2.43 2.29
06406RBF3 Bank of NY Mellon Corp Callable Note
Cont 6/13/2024

3.43% Due 6/13/2025
955,000.00 06/08/2022

3.43%
955,000.00
955,000.00

97.81 4.79%
934,046.74
1,637.83

1.25%
(20,953.26)
A1 / A
AA2.452.31
91324PEN8 United Health Group Inc Note

5.15% Due 10/15/2025
775,000.00 12/28/2022

4.56%
786,780.00
786,756.90
101.23

4.67%
784,514.78
6,984.69

1.06%
(2,242.12)
A3 / A+
A

2.79 2.55
89236THP3 Toyota Motor Credit Corp Note

0.8% Due 10/16/2025
5,000,000.00 11/19/2020

0.70%
5,025,000.00
5,014,215.96

89.60 4.83%
4,479,976.75
8,333.33

6.00%
(534,239.21)
A1 / A+
A+

2.79 2.69
63743HFF4 National Rural Utilities Note

5.45% Due 10/30/2025
495,000.00 10/20/2022

5.50%
494,336.70
494,374.26
101.28

4.96%
501,357.73
4,571.19

0.68%
6,983.47
A2 / AA2.83

2.58 037833EB2 Apple Inc Callable Note Cont 1/8/2026

0.7% Due 2/8/2026
3,000,000.00 02/08/2021

0.70%
2,999,730.00
2,999,832.32

88.85 4.60%
2,665,535.37
8,341.67

3.57%
(334,296.95)
Aaa / AA+
NR

3.11 2.99
46647PBK1 JP Morgan Chase & Co Callable Note
Cont 4/22/2025

2.083% Due 4/22/2026
1,250,000.00 05/31/2022

4.43%
1,190,825.00
1,199,701.25

92.78 5.44%
1,159,786.28
4,990.52

1.56%
(39,914.97)
A1 / AAA3.31

2.20 61747YET8 Morgan Stanley Callable Note Cont
7/17/2025

4.679% Due 7/17/2026
775,000.00 12/28/2022

5.48%
764,390.25
764,406.64

98.37 5.37%
762,329.01
16,217.28

1.04%
(2,077.63)
A1 / AA+3.55

2.32 Total Corporate 21,925,000.00 2.26%
21,951,554.20
21,871,862.77 4.91%
20,585,238.76
78,546.34

27.62%
(1,286,624.01)
A1 / A+
A+

2.39 2.19
Chandler Asset Management - CONFIDENTIAL Page 4 Execution Time: 1/4/2023 3:01:10 AM 448
Holdings Report
As of December 31, 2022
City of Orange
Account #10888
CUSIP Security Description Par Value/Units Purchase Date Book Yield
Cost Value
Book Value
Mkt Price
Mkt YTM
Market Value
Accrued Int.
% of Port.

Gain/Loss
Moody/S&P
Fitch
Maturity
Duration

MONEY MARKET FUND
31846V203 First American Govt Obligation Fund
Class Y
49,384.18 Various

3.79%
49,384.18
49,384.18

1.00 3.79%
49,384.18

0.00 0.07%

0.00 Aaa / AAA
AAA

0.00 0.00
Total Money Market Fund 49,384.18 3.79%
49,384.18
49,384.18 3.79%
49,384.18

0.00 0.07%

0.00 Aaa / AAA
AAA

0.00 0.00

US TREASURY
91282CCZ2 US Treasury Note

0.875% Due 9/30/2026
3,000,000.00 09/30/2021

1.01%
2,980,546.88
2,985,426.14

88.91 4.10%
2,667,423.00
6,706.73

3.57%
(318,003.14)
Aaa / AA+
AAA

3.75 3.61
Total US Treasury 3,000,000.00 1.01%
2,980,546.88
2,985,426.14 4.10%
2,667,423.00
6,706.73

3.57%
(318,003.14)
Aaa / AA+
AAA

3.75 3.61
TOTAL PORTFOLIO 80,644,384.18 1.02%
80,641,781.51
80,560,713.50 4.77%
74,651,302.78
157,475.02
100.00%
(5,909,410.72)
Aa1 / AA
AA+

2.18 2.07
TOTAL MARKET VALUE PLUS ACCRUED 74,808,777.80
Chandler Asset Management - CONFIDENTIAL Page 5 Execution Time: 1/4/2023 3:01:10 AM 449
Transaction Ledger
As of December 31, 2022
City of Orange
Account #10888
Transaction
Type
Settlement
Date CUSIP Quantity Security Description Price Acq/DispYield Amount InterestPur/Sold Total Amount Gain/Loss

ACQUISITIONS
Purchase 12/01/2022 31846V203 236.35 First American Govt Obligation Fund Class Y

1.000 3.35% 236.35 0.00 236.35 0.00
Purchase 12/06/2022 31846V203 4,760.00 First American Govt Obligation Fund Class Y

1.000 3.35% 4,760.00 0.00 4,760.00 0.00
Purchase 12/13/2022 31846V203 30,474.50 First American Govt Obligation Fund Class Y

1.000 3.35% 30,474.50 0.00 30,474.50 0.00
Purchase 12/14/2022 31846V203 8,203.13 First American Govt Obligation Fund Class Y

1.000 3.35% 8,203.13 0.00 8,203.13 0.00
Purchase 12/20/2022 31846V203 91.67 First American Govt Obligation Fund Class Y

1.000 3.35% 91.67 0.00 91.67 0.00
Purchase 12/21/2022 31846V203 0.16 First American Govt Obligation Fund Class Y

1.000 3.35% 0.16 0.00 0.16 0.00
Purchase 12/23/2022 31846V203 52,500.00 First American Govt Obligation Fund Class Y

1.000 3.35% 52,500.00 0.00 52,500.00 0.00
Purchase 12/29/2022 31846V203 1,432,230.00 First American Govt Obligation Fund Class Y

1.000 3.35% 1,432,230.00 0.00 1,432,230.00 0.00
Purchase 12/29/2022 31846V203 7,000.00 First American Govt Obligation Fund Class Y

1.000 3.35% 7,000.00 0.00 7,000.00 0.00
Purchase 12/30/2022 61747YET8 775,000.00 Morgan Stanley Callable Note Cont 7/17/2025

4.679% Due 7/17/2026

98.631 5.48% 764,390.25 16,116.56 780,506.81 0.00
Purchase 12/30/2022 91324PEN8 775,000.00 United Health Group Inc Note

5.15% Due 10/15/2025
101.520 4.56% 786,780.00 6,873.82 793,653.82 0.00
Subtotal 3,085,495.81 3,086,666.06 22,990.38 3,109,656.44 0.00 TOTAL ACQUISITIONS 3,085,495.81 3,086,666.06 22,990.38 3,109,656.44 0.00

DISPOSITIONS
Sale 12/29/2022 3135GABN0 1,500,000.00 FNMA Callable Note Qtrly 12/29/2021

0.28% Due 12/29/2023

95.482 0.28% 1,432,230.00 0.00 1,432,230.00 -67,770.00
Chandler Asset Management - CONFIDENTIAL Page 6 Execution Time: 1/4/2023 3:01:10 AM 450
Transaction Ledger
As of December 31, 2022
City of Orange
Account #10888
Transaction
Type
Settlement
Date CUSIP Quantity Security Description Price Acq/DispYield Amount InterestPur/Sold Total Amount Gain/Loss

DISPOSITIONS
Sale 12/30/2022 31846V203 1,574,160.63 First American Govt Obligation Fund Class Y

1.000 3.35% 1,574,160.63 0.00 1,574,160.63 0.00
Subtotal 3,074,160.63 3,006,390.63 0.00 3,006,390.63 -67,770.00 Paydown 12/20/2022 92348KAA1 0.00 Verizon Master Trust 2021-1 A

0.5% Due 5/20/2027
100.000 0.00 91.67 91.67 0.00
Subtotal 0.00 0.00 91.67 91.67 0.00
Security
Withdrawal
12/07/2022 31846V203 4,967.00 First American Govt Obligation Fund Class Y

1.000 4,967.00 0.00 4,967.00 0.00
Security
Withdrawal
12/27/2022 31846V203 517.87 First American Govt Obligation Fund Class Y

1.000 517.87 0.00 517.87 0.00
Subtotal 5,484.87 5,484.87 0.00 5,484.87 0.00
TOTAL DISPOSITIONS 3,079,645.50 3,011,875.50 91.67 3,011,967.17 -67,770.00

OTHER TRANSACTIONS
Interest 12/06/2022 24422EWF2 280,000.00 John Deere Capital Corp Note

3.4% Due 6/6/2025

0.000 4,760.00 0.00 4,760.00 0.00
Interest 12/13/2022 06406RBF3 955,000.00 Bank of NY Mellon Corp Callable Note Cont 6/13/2024

3.43% Due 6/13/2025

0.000 16,378.25 0.00 16,378.25 0.00
Interest 12/13/2022 69371RR81 895,000.00 Paccar Financial Corp Note

3.15% Due 6/13/2024

0.000 14,096.25 0.00 14,096.25 0.00
Interest 12/14/2022 3135GA5Y3 4,375,000.00 FNMA Callable Note Qtrly 12/14/2021

0.375% Due 6/14/2024

0.000 8,203.13 0.00 8,203.13 0.00
Interest 12/23/2022 40434CAD7 3,000,000.00 HSBC USA Inc Note

3.5% Due 6/23/2024

0.000 52,500.00 0.00 52,500.00 0.00
Interest 12/29/2022 3135GABN0 5,000,000.00 FNMA Callable Note Qtrly 12/29/2021

0.28% Due 12/29/2023

0.000 7,000.00 0.00 7,000.00 0.00
Subtotal 14,505,000.00 102,937.63 0.00 102,937.63 0.00
Chandler Asset Management - CONFIDENTIAL Page 7 Execution Time: 1/4/2023 3:01:10 AM 451
Transaction Ledger
As of December 31, 2022
City of Orange
Account #10888
Transaction
Type
Settlement
Date CUSIP Quantity Security Description Price Acq/DispYield Amount InterestPur/Sold Total Amount Gain/Loss

OTHER TRANSACTIONS
Dividend 12/01/2022 31846V203 93,533.87 First American Govt Obligation Fund Class Y

0.000 236.35 0.00 236.35 0.00
Dividend 12/21/2022 31846V203 0.00 First American Govt Obligation Fund Class Y

0.000 0.16 0.00 0.16 0.00
Subtotal 93,533.87 236.51 0.00 236.51 0.00
TOTAL OTHER TRANSACTIONS 14,598,533.87 103,174.14 0.00 103,174.14 0.00 Chandler Asset Management - CONFIDENTIAL Page 8 Execution Time: 1/4/2023 3:01:10 AM 452
Income Earned
As of December 31, 2022
City of Orange
Account #10888
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

FIXED INCOME
037833EB2 Apple Inc
Callable Note Cont 1/8/2026

0.7% Due 02/08/2026
02/08/2021
02/08/2021
3,000,000.00
2,999,827.74

0.00 0.00
2,999,832.32
6,591.67

0.00 8,341.67
1,750.00

4.58 0.00

4.58 1,754.58
1,754.58
06051GJR1 Bank of America Corp
Callable Note Cont 4/22/2024

0.976% Due 04/22/2025
05/31/2022
06/02/2022
1,250,000.00
1,202,016.03

0.00 0.00
1,203,719.93
1,321.67

0.00 2,338.33
1,016.66
1,703.90

0.00 1,703.90
2,720.56
2,720.56
06406RBF3 Bank of NY Mellon Corp
Callable Note Cont 6/13/2024

3.43% Due 06/13/2025
06/08/2022
06/13/2022
955,000.00
955,000.00

0.00 0.00
955,000.00
15,286.37
16,378.25
1,637.83
2,729.71

0.00 0.00

0.00 2,729.71
2,729.71
14913Q3B3 Caterpillar Finl Service
Note

2.15% Due 11/08/2024
05/31/2022
06/02/2022
1,250,000.00
1,233,373.93

0.00 0.00
1,234,101.91
1,717.01

0.00 3,956.60
2,239.59
727.98

0.00 727.98
2,967.57
2,967.57
191216CL2 Coca Cola Company
Callable Note Cont 8/6/2024

1.75% Due 09/06/2024
09/20/2019
09/20/2019
3,000,000.00
2,987,459.32

0.00 0.00
2,988,062.05
12,395.83

0.00 16,770.83
4,375.00
602.73

0.00 602.73
4,977.73
4,977.73
24422EWF2 John Deere Capital Corp
Note

3.4% Due 06/06/2025
06/01/2022
06/06/2022
280,000.00
279,946.06

0.00 0.00
279,947.88
4,627.78
4,760.00
661.11
793.33

1.82 0.00

1.82 795.15
795.15
3130ALLM4 FHLB
Callable Note Qtrly 6/28/2021

0.35% Due 03/28/2024
03/29/2021
03/29/2021
5,000,000.00
4,998,676.71

0.00 0.00
4,998,761.64
3,062.50

0.00 4,520.83
1,458.33

84.93 0.00

84.93 1,543.26
1,543.26
3130AMBG6 FHLB
Callable Note Qtrly 7/29/2021

0.75% Due 04/29/2025
05/04/2021
05/04/2021
5,000,000.00
5,000,000.00

0.00 0.00
5,000,000.00
3,333.33

0.00 6,458.33
3,125.00

0.00 0.00

0.00 3,125.00
3,125.00
3130ANA42 FHLB
Callable Note Qtrly 1/28/2022

0.65% Due 04/28/2025
07/28/2021
07/28/2021
4,000,000.00
4,000,000.00

0.00 0.00
4,000,000.00
8,883.33

0.00 11,050.00
2,166.67

0.00 0.00

0.00 2,166.67
2,166.67
Chandler Asset Management - CONFIDENTIAL Page 9 Execution Time: 1/4/2023 3:01:10 AM 453
Income Earned
As of December 31, 2022
City of Orange
Account #10888
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
3130ANDF4 FHLB
Callable Note Annual 7/29/2022

0.9% Due 07/29/2026
07/29/2021
07/29/2021
5,000,000.00
5,000,000.00

0.00 0.00
5,000,000.00
15,250.00

0.00 19,000.00
3,750.00

0.00 0.00

0.00 3,750.00
3,750.00
3134GW3Z7 FHLMC
Callable Note Qtrly 10/28/2021

0.6% Due 10/28/2025
10/28/2020
10/28/2020
9,000,000.00
9,000,000.00

0.00 0.00
9,000,000.00
4,950.00

0.00 9,450.00
4,500.00

0.00 0.00

0.00 4,500.00
4,500.00
3134GWVE3 FHLMC
Callable Note Qtrly 3/25/2021

0.4% Due 09/25/2024
11/19/2020
11/19/2020
4,575,000.00
4,574,351.82

0.00 0.00
4,574,382.08
3,355.00

0.00 4,880.00
1,525.00

30.26 0.00

30.26 1,555.26
1,555.26
3134GWXC5 FHLMC
Callable Note Qtrly 9/29/2021

0.35% Due 03/29/2024
12/10/2020
12/10/2020
5,000,000.00
5,000,000.00

0.00 0.00
5,000,000.00
3,013.89

0.00 4,472.22
1,458.33

0.00 0.00

0.00 1,458.33
1,458.33
3135GA4S7 FNMA
Callable Note Qtrly 11/17/2022

0.375% Due 05/17/2024
11/20/2020
11/20/2020
5,000,000.00
5,000,000.00

0.00 0.00
5,000,000.00
729.17

0.00 2,291.67
1,562.50

0.00 0.00

0.00 1,562.50
1,562.50
3135GA4W8 FNMA
Callable Note Qtrly 11/18/2022

0.5% Due 02/18/2025
11/20/2020
11/20/2020
5,000,000.00
5,000,000.00

0.00 0.00
5,000,000.00
7,152.78

0.00 9,236.11
2,083.33

0.00 0.00

0.00 2,083.33
2,083.33
3135GA5Y3 FNMA
Callable Note Qtrly 12/14/2021

0.375% Due 06/14/2024
12/14/2020
12/14/2020
4,375,000.00
4,375,000.00

0.00 0.00
4,375,000.00
7,610.68
8,203.13
774.74
1,367.19

0.00 0.00

0.00 1,367.19
1,367.19
3135GABN0 FNMA
Callable Note Qtrly 12/29/2021

0.28% Due 12/29/2023
12/29/2020
12/29/2020
3,500,000.00
5,000,000.00

0.00 1,500,000.00
3,500,000.00
5,911.11
7,000.00

54.44 1,143.33

0.00 0.00

0.00 1,143.33
1,143.33
40434CAD7 HSBC USA Inc
Note

3.5% Due 06/23/2024
12/10/2019
12/10/2019
3,000,000.00
3,060,164.76

0.00 0.00
3,056,892.64
46,083.33
52,500.00
2,333.33
8,750.00

0.00 3,272.12
(3,272.12)
5,477.88
5,477.88
Chandler Asset Management - CONFIDENTIAL Page 10 Execution Time: 1/4/2023 3:01:10 AM 454
Income Earned
As of December 31, 2022
City of Orange
Account #10888
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
46647PBK1 JP Morgan Chase & Co
Callable Note Cont 4/22/2025

2.083% Due 04/22/2026
05/31/2022
06/02/2022
1,250,000.00
1,198,409.40

0.00 0.00
1,199,701.25
2,820.73

0.00 4,990.52
2,169.79
1,291.85

0.00 1,291.85
3,461.64
3,461.64
61747YET8 Morgan Stanley
Callable Note Cont 7/17/2025

4.679% Due 07/17/2026
12/28/2022
12/30/2022
775,000.00

0.00 764,390.25

0.00 764,406.64

0.00 (16,116.56)
16,217.28
100.72

16.39 0.00

16.39 117.11
117.11
63743HFF4 National Rural Utilities
Note

5.45% Due 10/30/2025
10/20/2022
10/31/2022
495,000.00
494,355.48

0.00 0.00
494,374.26
2,323.06

0.00 4,571.19
2,248.13

18.78 0.00

18.78 2,266.91
2,266.91
69371RR81 Paccar Financial Corp
Note

3.15% Due 06/13/2024
06/06/2022
06/13/2022
895,000.00
894,842.30

0.00 0.00
894,851.03
13,156.50
14,096.25
1,409.63
2,349.38

8.73 0.00

8.73 2,358.11
2,358.11
89236THP3 Toyota Motor Credit Corp
Note

0.8% Due 10/16/2025
11/19/2020
11/19/2020
5,000,000.00
5,014,648.44

0.00 0.00
5,014,215.96
5,000.00

0.00 8,333.33
3,333.33

0.00 432.48
(432.48)
2,900.85
2,900.85
91282CCZ2 US Treasury
Note

0.875% Due 09/30/2026
09/30/2021
09/30/2021
3,000,000.00
2,985,095.88

0.00 0.00
2,985,426.14
4,471.15

0.00 6,706.73
2,235.58
330.26

0.00 330.26
2,565.84
2,565.84
91324PEN8 United Health Group Inc
Note

5.15% Due 10/15/2025
12/28/2022
12/30/2022
775,000.00

0.00 786,780.00

0.00 786,756.90

0.00 (6,873.82)
6,984.69
110.87

0.00 23.10
(23.10)

87.77 87.77
92348KAA1 Verizon Master Trust
2021-1 A

0.5% Due 05/20/2027
10/21/2022
10/25/2022
220,000.00
205,336.90

0.00 0.00
205,896.69

33.61 91.67

33.61 91.67
559.79

0.00 559.79
651.46
651.46
Total Fixed Income 80,595,000.00
80,458,504.77
1,551,170.25
1,500,000.00
80,511,329.32
179,080.50
80,038.92
157,475.02
58,433.44
5,382.00
3,727.70
1,654.30
60,087.74 60,087.74
Chandler Asset Management - CONFIDENTIAL Page 11 Execution Time: 1/4/2023 3:01:10 AM 455
Income Earned
As of December 31, 2022
City of Orange
Account #10888
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 & EQUIVALENT
31846V203 First American
Govt Obligation Fund Class Y
Various
Various
49,384.18
93,533.87
1,535,495.81
1,579,645.50
49,384.18

0.00 236.51

0.00 0.00

0.00 236.51
236.51
Total Cash & Equivalent 49,384.18
93,533.87
1,535,495.81
1,579,645.50
49,384.18

0.00 236.51

0.00 0.00

0.00 236.51 236.51
TOTAL PORTFOLIO 80,644,384.18
80,552,038.64
3,086,666.06
3,079,645.50
80,560,713.50
179,080.50
80,275.43
157,475.02
58,669.95
5,382.00
3,727.70
1,654.30
60,324.25 60,324.25
Chandler Asset Management - CONFIDENTIAL Page 12 Execution Time: 1/4/2023 3:01:10 AM 456
Cash Flow Report
As of December 31, 2022
City of Orange
Account #10888
Payment Date Transaction Type CUSIP Quantity Security Description Principal Amount Income Total Amount 01/17/2023 Interest 61747YET8 775,000.00 Morgan Stanley Callable Note Cont 7/17/2025

4.679% Due 7/17/2026

0.00 17,828.94 17,828.94
01/20/2023 Paydown 92348KAA1 220,000.00 Verizon Master Trust 2021-1 A

0.5% Due 5/20/2027

0.00 91.67 91.67
01/28/2023 Call 3130ANA42 4,000,000.00 FHLB Callable Note Qtrly 1/28/2022

0.65% Due 4/28/2025
4,000,000.00 13,000.00 4,013,000.00
01/29/2023 Interest 3130ANDF4 5,000,000.00 FHLB Callable Note Annual 7/29/2022

0.9% Due 7/29/2026

0.00 22,500.00 22,500.00
JAN 2023 4,000,000.00 53,420.61 4,053,420.61
02/08/2023 Interest 037833EB2 3,000,000.00 Apple Inc Callable Note Cont 1/8/2026

0.7% Due 2/8/2026

0.00 10,500.00 10,500.00
02/18/2023 Interest 3135GA4W8 5,000,000.00 FNMA Callable Note Qtrly 11/18/2022

0.5% Due 2/18/2025

0.00 12,500.00 12,500.00
02/20/2023 Paydown 92348KAA1 220,000.00 Verizon Master Trust 2021-1 A

0.5% Due 5/20/2027

0.00 91.67 91.67
FEB 2023 0.00 23,091.67 23,091.67
03/06/2023 Interest 191216CL2 3,000,000.00 Coca Cola Company Callable Note Cont 8/6/2024

1.75% Due 9/6/2024

0.00 26,250.00 26,250.00
03/20/2023 Paydown 92348KAA1 220,000.00 Verizon Master Trust 2021-1 A

0.5% Due 5/20/2027

0.00 91.67 91.67
03/25/2023 Interest 3134GWVE3 4,575,000.00 FHLMC Callable Note Qtrly 3/25/2021

0.4% Due 9/25/2024

0.00 9,150.00 9,150.00
03/28/2023 Interest 3130ALLM4 5,000,000.00 FHLB Callable Note Qtrly 6/28/2021

0.35% Due 3/28/2024

0.00 8,750.00 8,750.00
03/29/2023 Interest 3134GWXC5 5,000,000.00 FHLMC Callable Note Qtrly 9/29/2021

0.35% Due 3/29/2024

0.00 8,750.00 8,750.00
03/31/2023 Interest 91282CCZ2 3,000,000.00 US Treasury Note

0.875% Due 9/30/2026

0.00 13,125.00 13,125.00
MAR 2023 0.00 66,116.67 66,116.67
04/15/2023 Interest 91324PEN8 775,000.00 United Health Group Inc Note

5.15% Due 10/15/2025

0.00 18,514.97 18,514.97
04/16/2023 Interest 89236THP3 5,000,000.00 Toyota Motor Credit Corp Note

0.8% Due 10/16/2025

0.00 20,000.00 20,000.00
Chandler Asset Management - CONFIDENTIAL Page 13 Execution Time: 1/4/2023 3:01:10 AM 457
Cash Flow Report
As of December 31, 2022
City of Orange
Account #10888
Payment Date Transaction Type CUSIP Quantity Security Description Principal Amount Income Total Amount 04/20/2023 Paydown 92348KAA1 220,000.00 Verizon Master Trust 2021-1 A

0.5% Due 5/20/2027

0.00 91.67 91.67
04/22/2023 Interest 06051GJR1 1,250,000.00 Bank of America Corp Callable Note Cont 4/22/2024

0.976% Due 4/22/2025

0.00 6,100.00 6,100.00
04/22/2023 Interest 46647PBK1 1,250,000.00 JP Morgan Chase & Co Callable Note Cont 4/22/2025

2.083% Due 4/22/2026

0.00 13,018.75 13,018.75
04/28/2023 Interest 3134GW3Z7 9,000,000.00 FHLMC Callable Note Qtrly 10/28/2021

0.6% Due 10/28/2025

0.00 27,000.00 27,000.00
04/29/2023 Interest 3130AMBG6 5,000,000.00 FHLB Callable Note Qtrly 7/29/2021

0.75% Due 4/29/2025

0.00 18,750.00 18,750.00
04/30/2023 Interest 63743HFF4 495,000.00 National Rural Utilities Note

5.45% Due 10/30/2025

0.00 13,488.75 13,488.75
APR 2023 0.00 116,964.14 116,964.14
05/08/2023 Interest 14913Q3B3 1,250,000.00 Caterpillar Finl Service Note

2.15% Due 11/8/2024

0.00 13,437.50 13,437.50
05/17/2023 Interest 3135GA4S7 5,000,000.00 FNMA Callable Note Qtrly 11/17/2022

0.375% Due 5/17/2024

0.00 9,375.00 9,375.00
05/20/2023 Paydown 92348KAA1 220,000.00 Verizon Master Trust 2021-1 A

0.5% Due 5/20/2027

0.00 91.67 91.67
MAY 2023 0.00 22,904.17 22,904.17
06/06/2023 Interest 24422EWF2 280,000.00 John Deere Capital Corp Note

3.4% Due 6/6/2025

0.00 4,760.00 4,760.00
06/13/2023 Interest 06406RBF3 955,000.00 Bank of NY Mellon Corp Callable Note Cont 6/13/2024

3.43% Due 6/13/2025

0.00 16,378.25 16,378.25
06/13/2023 Interest 69371RR81 895,000.00 Paccar Financial Corp Note

3.15% Due 6/13/2024

0.00 14,096.25 14,096.25
06/14/2023 Interest 3135GA5Y3 4,375,000.00 FNMA Callable Note Qtrly 12/14/2021

0.375% Due 6/14/2024

0.00 8,203.13 8,203.13
06/20/2023 Paydown 92348KAA1 220,000.00 Verizon Master Trust 2021-1 A

0.5% Due 5/20/2027

0.00 91.67 91.67
06/23/2023 Interest 40434CAD7 3,000,000.00 HSBC USA Inc Note

3.5% Due 6/23/2024

0.00 52,500.00 52,500.00
Chandler Asset Management - CONFIDENTIAL Page 14 Execution Time: 1/4/2023 3:01:10 AM 458
Cash Flow Report
As of December 31, 2022
City of Orange
Account #10888
Payment Date Transaction Type CUSIP Quantity Security Description Principal Amount Income Total Amount 06/29/2023 Interest 3135GABN0 3,500,000.00 FNMA Callable Note Qtrly 12/29/2021

0.28% Due 12/29/2023

0.00 4,900.00 4,900.00
JUN 2023 0.00 100,929.30 100,929.30
07/17/2023 Interest 61747YET8 775,000.00 Morgan Stanley Callable Note Cont 7/17/2025

4.679% Due 7/17/2026

0.00 18,131.13 18,131.13
07/20/2023 Paydown 92348KAA1 220,000.00 Verizon Master Trust 2021-1 A

0.5% Due 5/20/2027

0.00 91.67 91.67
07/29/2023 Interest 3130ANDF4 5,000,000.00 FHLB Callable Note Annual 7/29/2022

0.9% Due 7/29/2026

0.00 22,500.00 22,500.00
JUL 2023 0.00 40,722.80 40,722.80
08/08/2023 Interest 037833EB2 3,000,000.00 Apple Inc Callable Note Cont 1/8/2026

0.7% Due 2/8/2026

0.00 10,500.00 10,500.00
08/18/2023 Interest 3135GA4W8 5,000,000.00 FNMA Callable Note Qtrly 11/18/2022

0.5% Due 2/18/2025

0.00 12,500.00 12,500.00
08/20/2023 Paydown 92348KAA1 220,000.00 Verizon Master Trust 2021-1 A

0.5% Due 5/20/2027

0.00 91.67 91.67
AUG 2023 0.00 23,091.67 23,091.67
09/06/2023 Interest 191216CL2 3,000,000.00 Coca Cola Company Callable Note Cont 8/6/2024

1.75% Due 9/6/2024

0.00 26,250.00 26,250.00
09/20/2023 Paydown 92348KAA1 220,000.00 Verizon Master Trust 2021-1 A

0.5% Due 5/20/2027

0.00 91.67 91.67
09/25/2023 Interest 3134GWVE3 4,575,000.00 FHLMC Callable Note Qtrly 3/25/2021

0.4% Due 9/25/2024

0.00 9,150.00 9,150.00
09/28/2023 Interest 3130ALLM4 5,000,000.00 FHLB Callable Note Qtrly 6/28/2021

0.35% Due 3/28/2024

0.00 8,750.00 8,750.00
09/29/2023 Interest 3134GWXC5 5,000,000.00 FHLMC Callable Note Qtrly 9/29/2021

0.35% Due 3/29/2024

0.00 8,750.00 8,750.00
09/30/2023 Interest 91282CCZ2 3,000,000.00 US Treasury Note

0.875% Due 9/30/2026

0.00 13,125.00 13,125.00
SEP 2023 0.00 66,116.67 66,116.67
10/15/2023 Interest 91324PEN8 775,000.00 United Health Group Inc Note

5.15% Due 10/15/2025

0.00 19,956.25 19,956.25
Chandler Asset Management - CONFIDENTIAL Page 15 Execution Time: 1/4/2023 3:01:10 AM 459
Cash Flow Report
As of December 31, 2022
City of Orange
Account #10888
Payment Date Transaction Type CUSIP Quantity Security Description Principal Amount Income Total Amount 10/16/2023 Interest 89236THP3 5,000,000.00 Toyota Motor Credit Corp Note

0.8% Due 10/16/2025

0.00 20,000.00 20,000.00
10/20/2023 Paydown 92348KAA1 220,000.00 Verizon Master Trust 2021-1 A

0.5% Due 5/20/2027

0.00 91.67 91.67
10/22/2023 Interest 06051GJR1 1,250,000.00 Bank of America Corp Callable Note Cont 4/22/2024

0.976% Due 4/22/2025

0.00 6,100.00 6,100.00
10/22/2023 Interest 46647PBK1 1,250,000.00 JP Morgan Chase & Co Callable Note Cont 4/22/2025

2.083% Due 4/22/2026

0.00 13,018.75 13,018.75
10/28/2023 Interest 3134GW3Z7 9,000,000.00 FHLMC Callable Note Qtrly 10/28/2021

0.6% Due 10/28/2025

0.00 27,000.00 27,000.00
10/29/2023 Interest 3130AMBG6 5,000,000.00 FHLB Callable Note Qtrly 7/29/2021

0.75% Due 4/29/2025

0.00 18,750.00 18,750.00
10/31/2023 Interest 63743HFF4 495,000.00 National Rural Utilities Note

5.45% Due 10/30/2025

0.00 13,488.75 13,488.75
OCT 2023 0.00 118,405.42 118,405.42
11/08/2023 Interest 14913Q3B3 1,250,000.00 Caterpillar Finl Service Note

2.15% Due 11/8/2024

0.00 13,437.50 13,437.50
11/17/2023 Interest 3135GA4S7 5,000,000.00 FNMA Callable Note Qtrly 11/17/2022

0.375% Due 5/17/2024

0.00 9,375.00 9,375.00
11/20/2023 Paydown 92348KAA1 220,000.00 Verizon Master Trust 2021-1 A

0.5% Due 5/20/2027

0.00 91.67 91.67
NOV 2023 0.00 22,904.17 22,904.17
12/06/2023 Interest 24422EWF2 280,000.00 John Deere Capital Corp Note

3.4% Due 6/6/2025

0.00 4,760.00 4,760.00
12/13/2023 Interest 69371RR81 895,000.00 Paccar Financial Corp Note

3.15% Due 6/13/2024

0.00 14,096.25 14,096.25
12/13/2023 Interest 06406RBF3 955,000.00 Bank of NY Mellon Corp Callable Note Cont 6/13/2024

3.43% Due 6/13/2025

0.00 16,378.25 16,378.25
12/14/2023 Interest 3135GA5Y3 4,375,000.00 FNMA Callable Note Qtrly 12/14/2021

0.375% Due 6/14/2024

0.00 8,203.13 8,203.13
12/20/2023 Paydown 92348KAA1 220,000.00 Verizon Master Trust 2021-1 A

0.5% Due 5/20/2027

0.00 91.67 91.67
Chandler Asset Management - CONFIDENTIAL Page 16 Execution Time: 1/4/2023 3:01:10 AM 460
Cash Flow Report
As of December 31, 2022
City of Orange
Account #10888
Payment Date Transaction Type CUSIP Quantity Security Description Principal Amount Income Total Amount 12/23/2023 Interest 40434CAD7 3,000,000.00 HSBC USA Inc Note

3.5% Due 6/23/2024

0.00 52,500.00 52,500.00
12/29/2023 Maturity 3135GABN0 3,500,000.00 FNMA Callable Note Qtrly 12/29/2021

0.28% Due 12/29/2023
3,500,000.00 4,900.00 3,504,900.00
DEC 2023 3,500,000.00 100,929.30 3,600,929.30
TOTAL 7,500,000.00 755,596.59 8,255,596.59
Chandler Asset Management - CONFIDENTIAL Page 17 Execution Time: 1/4/2023 3:01:10 AM 461
Important Disclosures City of Orange
Account #10888
Chandler Asset Management, Inc. ;͞Chandler͟Ϳis 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.

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

Ratings: Ratings information have been provided by Moody͛s, 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.

Chandler Asset Management - CONFIDENTIAL Page 18 Execution Time: 1/4/2023 3:01:10 AM 462
Benchmark Index & Disclosures City of Orange
Account #10888
Benchmark Index 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 Moody͛s, 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.

Chandler Asset Management - CONFIDENTIAL Page 19 Execution Time: 1/4/2023 3:01:10 AM 463
Agenda Item
City Council
Item #: 3.24. 2/14/2023 File #: 23-0086
TO: Honorable Mayor and Members of the City Council
THRU: Tom Kisela, Interim City Manager
FROM: Mary E. Binning, City Attorney

1. SUBJECT
Adoption of Resolution No. 11433 setting the days and times of City Council regular meetings.

2. SUMMARY
The proposed Resolution would change the meeting days for the City Council from once per month to twice per month, with closed session start time remaining at 5:00 p.m. and the regular meeting start time remaining at 6:00 p.m.

3. RECOMMENDED ACTION
Adopt Resolution No. 11433. A Resolution of the City Council of the City of Orange rescinding Resolution No. 10737 and establishing the City Council regular meetings days and times.

4. FISCAL IMPACT
There is a minor fiscal impact from additional City Clerk and other department staff time in preparing for, attending, and producing minutes for the additional meeting per month.

5. STRATEGIC PLAN GOALS
Goal 4: Provide outstanding public service
a: Obtain, implement, and evaluate public input into our services and programs. b: Provide facilities and services to meet customer expectations.

6. DISCUSSION AND BACKGROUND
Orange Municipal Code Section 2.04.020, “Administration and Personnel - City Council-Meetings - Regular Meeting Time,” allows the City Council to set meeting times and dates by Resolution.

Previously, in October 2013, the City Council adopted Resolution No. 10737 setting the meeting day and time as the second Tuesday of each month, with closed session beginning at 5:00 p.m. and the regular meeting beginning at 6:00 p.m. Resolution No. 10737 was a change from the prior City Council regular meeting schedule of the second and fourth Tuesdays of each month, convening at 4:30 p.m.

Due to recent council agendas being lengthy, the extensive amount of City Councilmember time required for the review of each agenda and agenda reports, and the desire of the public for greater opportunities to attend meetings, the City Council directed the City Attorney to draft a Resolution establishing two City Council meetings per month, on the second and fourth Tuesdays, rather than City of Orange Page 1 of 2 Printed on 2/8/2023
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Item #: 3.24. 2/14/2023 File #: 23-0086
establishing two City Council meetings per month, on the second and fourth Tuesdays, rather than the current one meeting per month.

By adopting Resolution No. 11433, the City Council will change the regular meeting days back to two meetings per month - the second and fourth Tuesdays of each month. This Resolution does not change the starting time, which will remain at 5:00 p.m. for closed session and 6:00 p.m. for the regular session.

7. ATTACHMENTS
· Resolution No. 11433
City of Orange Page 2 of 2 Printed on 2/8/2023
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Agenda Item
City Council
Item #: 3.24. 2/14/2023 File #: 23-0086
TO: Honorable Mayor and Members of the City Council
THRU: Tom Kisela, Interim City Manager
FROM: Mary E. Binning, City Attorney

1. SUBJECT
Adoption of Resolution No. 11433 setting the days and times of City Council regular meetings.

4. FISCAL IMPACT
There is a minor fiscal impact from additional City Clerk and other department staff time in preparing for, attending, and producing minutes for the additional meeting per month.

Due to recent council agendas being lengthy, the extensive amount of City Councilmember time required for the review of each agenda and agenda reports, and the desire of the public for greater opportunities to attend meetings, the City Council directed the City Attorney to draft a Resolution establishing two City Council meetings per month, on the second and fourth Tuesdays, rather than City of Orange Page 1 of 2 Printed on 2/8/2023
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Item #: 3.24. 2/14/2023 File #: 23-0086
establishing two City Council meetings per month, on the second and fourth Tuesdays, rather than the current one meeting per month.

7. ATTACHMENTS
· Resolution No. 11433
City of Orange Page 2 of 2 Printed on 2/8/2023
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RESOLUTION NO. 11433

A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ORANGE RESCINDING RESOLUTION
NO. 10737 AND ESTABLISHING THE CITY
COUNCIL REGULAR MEETING DAYS AND TIMES.

WHEREAS, Government Code Section 54954 requires the City Council to take a formal action to establish the meeting time for regularly scheduled meetings; and WHEREAS, pursuant to Orange Municipal Code section 2.04.020, the City Council of the City of Orange is authorized to establish the days and times of its regularly scheduled meetings by resolution; and
WHEREAS, on October 8, 2013, the City Council adopted Resolution No. 10737, which established the City Council regular meeting days and times as the second Tuesday of each month convening any closed session at 5:00 p.m. and the regular session at 6:00 p.m.; and WHEREAS, the City Council wishes to amend the days of the regularly scheduled meetings and add one meeting each month to allow for greater public participation and enhance the efficiency of the City’s ability to conduct the public’s business.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Orange hereby:

1. Rescinds Resolution No. 10737.

2. Establishes that, effective March 2023, the regularly scheduled meetings of the City Council shall be held on the second and fourth Tuesday of each month except the month of December. There shall be one regularly scheduled meeting on the second Tuesday in December.

Meetings shall convene at the hour of 6:00 p.m. In the event any such Tuesday is a legal holiday, the meeting shall convene the following day at 6:00 p.m.

3. Establishes that any necessary closed session shall begin at 5:00 p.m. preceding the regularly scheduled meeting.

ADOPTED this ____ day of ____________________, 2023
Daniel R. Slater, Mayor, City of Orange
ATTEST:

Pamela Coleman, City Clerk, City of Orange
468
2 STATE OF CALIFORNIA )

COUNTY OF ORANGE )

CITY OF ORANGE )
I, PAMELA COLEMAN, City Clerk of the City of Orange, California, do hereby certify that the foregoing Resolution was duly and regularly adopted by the City Council of the City of Orange at a regular meeting thereof held on the day of , 2023 by the following vote:

AYES: COUNCILMEMBERS:

NOES: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:

ABSTAIN: COUNCILMEMBERS:

Pamela Coleman, City Clerk, City of Orange
469
Agenda Item
City Council
Item #: 4.1. 2/14/2023 File #: 23-0030
TO: Members of the City Council
FROM: Mayor Dan Slater

1. SUBJECT
Designation of voting delegates for the 2023 Southern California Association of Governments (SCAG) Regional Conference and General Assembly.

2. SUMMARY
The annual SCAG Regional Conference & General Assembly will be held on May 4, 2023, in Palm Desert, California. SCAG requests that each member city appoint a delegate and alternate to vote at the General Assembly Business meeting.

3. RECOMMENDED ACTION
Designate Councilmember Jon Dumitru as the Delegate and Councilmember Denis Bilodeau as the Alternate Representative to the Southern California Association of Governments (SCAG) Annual General Assembly scheduled to be held on May 4, 2023.

4. DISCUSSION AND BACKGROUND
Founded in 1965, SCAG is a Joint Powers Authority under California state law, established as an association of local governments and agencies in six counties (Imperial, Los Angeles, Orange, Riverside, San Bernardino, and Ventura) and 191 cities that voluntarily convene as a forum to address regional issues. SCAG develops long-range regional transportation plans, regional housing needs allocations and a portion of the South Coast Air Quality management plans, providing broadbased representation of Southern California’s cities and counties.

In 2021, Council directed staff to join SCAG as a way to become more aware and involved.

The SCAG Regional Conference and General Assembly will take place on May 4-5, 2023, in Palm Desert, California. SCAG requests that each member city appoint a delegate to vote at this Assembly. It is during the Annual General Assembly that resolutions are adopted, setting the legislative platform for SCAG in the coming year. SCAG by-laws entitle each city to one vote in matters affecting municipal or SCAG policy. Each member is entitled to designate a delegate to participate in the voting.

Each delegate (or alternate, in the absence of the delegate) will receive a complimentary one-night hotel accommodation at the JW Marriott Resort & Spa for the night of May 4, validated overnight parking, and meals during the conference.

7. ATTACHMENTS
· Email requesting Delegate and Alternate
City of Orange Page 1 of 1 Printed on 2/8/2023
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Agenda Item
City Council
Item #: 4.1. 2/14/2023 File #: 23-0030
TO: Members of the City Council
FROM: Mayor Dan Slater

1. SUBJECT
Designation of voting delegates for the 2023 Southern California Association of Governments (SCAG) Regional Conference and General Assembly.

In 2021, Council directed staff to join SCAG as a way to become more aware and involved.

7. ATTACHMENTS
· Email requesting Delegate and Alternate
City of Orange Page 1 of 1 Printed on 2/8/2023
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1 Pamela Coleman
Subject: SCAG: Delegate/Alternate for the Annual General Assembly & 2023 Call for Resolutions/Bylaw Amendments
Dear City and County Clerks,
I noticed that the subject line to my email has 2022 instead of 2023. My apologies for any confusion.

Best,
Maggie
--------------------------------------------------------------------- From: Maggie Aguilar <[email protected]>
Sent: Wednesday, January 18, 2023 11:01 AM
To: Maggie Aguilar <[email protected]>
Subject: SCAG: Delegate/Alternate for the Annual General Assembly & 2022 Call for Resolutions/Bylaw Amendments *This email is being transmitted to all City/County Clerks in the SCAG region. Please disregard if you have already responded. *
Dear City and County Clerks,
If you have not emailed us the name of your City’s Delegate Representative or Alternate for SCAG’s General Assembly, please do so as soon as possible. As a reminder, if there is a Councilmember from your city serving as the Regional Councilmember for SCAG, that person will be the city Delegate Representative, unless your city council selects a different Councilmember.

Additionally, please inform the General Assembly Delegate Representative for your city, that in their capacity, they have the opportunity to propose any policy matter for determination by the General Assembly in the form of a proposed Resolution or revisions to the SCAG Bylaws. All proposed Resolutions and/or Bylaw revisions will be reviewed by the Bylaws and Resolutions Committee, and thereafter the Regional Council, before being considered at the 2023 General Assembly Business meeting, scheduled for:

SCAG’s 58th Annual Regional Conference and General Assembly Business Meeting Date: Thursday, May 4 – Friday, May 5, 2023*
Time: TBD
Location: JW Marriott Desert Springs Resort & Spa, 74-885 County Club Drive, Palm Desert, CA 92260 *Please note that the General Assembly meeting takes place as part of SCAG's premiere annual event, the multi-day Regional Conference and General Assembly. Please save the date for the full conference program, which will run from Thursday, May 4 through Friday, May 5. You can expect an email invitation to register for the conference in the near future. For additional updates, please visit our website at: https://scag.ca.gov/2023-regional-conference-generalassembly.

If the General Assembly Delegate Representative is interested in submitting a proposed Resolution and/or SCAG Bylaw revision, please send an email to [email protected] no later than 5:00 p.m., Friday, February 3, 2023.

Please call or email if you have any questions and thank you for your attention to this matter. 472
2 Sincerely,
Maggie Aguilar
Clerk of the Board
Tel: (213) 630-1420
[email protected]
Maggie Aguilar
Clerk of the Board
Tel: +1 (213) 630-1420
[email protected]

SOUTHERN CALIFORNIA ASSOCIATION OF GOVERNMENTS
900 Wilshire Blvd., Ste. 1700, Los Angeles, CA 90017
473
Agenda Item
City Council
Item #: 6.1. 2/14/2023 File #: 23-0045
TO: Honorable Mayor and Members of the City Council
THRU: Tom Kisela, Interim City Manager
FROM: Pamela Coleman, City Clerk

1. SUBJECT
Annual presentation of Local Appointments List of all City Boards, Commissions, and Committees.

2. SUMMARY
Government Code Section 54972, commonly known as the Maddy Act, requires the preparation of a list of all regular and ongoing boards, commissions, and committees whose members are appointed by the legislative body of the local agency known as the Local Appointments List. The attached Local Appointments List contains the following required information: 1) the board, commission, or committee title; 2) incumbent appointee name; 3) appointment date; 4) date term expires; and 5) the necessary qualifications for the position.

This information is provided for City Council consideration. Any changes and/or deactivation of any board, commission, or committee is at Council’s discretion.

3. RECOMMENDED ACTION

1. Confirm Mayor Slater’s recommendation to reappoint the following eligible existing positions:

CDBG Program Committee Members Kim Le and Connie Benson for two-year terms respectively expiring June 30, 2025; Design Review Committee Member Anne McDermott for a four-year term expiring June 30, 2027; Investment and Audit Committee Members Jordan Prell and Aaron Christensen for two-year terms respectively expiring June 30, 2025; Library Board of Trustee Member Susie Huber for a three-year term expiring June 30, 2026; and Planning Commissioner Dave Simpson for a four-year term expiring June 30, 2027.

2. Confirm Mayor Slater’s recommendation to appoint Melissa Mikail and Elaine Muselli to the CDBG Program Committee for two-year terms respectively expiring on June 30, 2025.

3. Accept the Local Appointments List and direct the City Clerk to post pursuant to the Maddy Act.

4. Direct the City Clerk to post a Notice of Scheduled Vacancy for the following existing positions:
a. Planning Commission due to expiration of Ernest Glasgow’s term on June 30, 2023 b. Traffic Commission due to expiration of Christian Vaughan’s term on June 30, 2023

4. FISCAL IMPACT
City of Orange Page 1 of 3 Printed on 2/9/2023
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Item #: 6.1. 2/14/2023 File #: 23-0045
There is no fiscal impact in the appointment of committee members.

5. STRATEGIC PLAN GOALS
This action does not correlate to any of the adopted strategic plan goals.

6. DISCUSSION AND BACKGROUND
The Maddy Act was enacted for the purpose of increasing public awareness of available appointments by any local government and providing local appointive powers access to a talent resource otherwise untapped.

Pursuant to Government Code Section 40605, the elected Mayor, with the approval of the City Council, makes all appointments to City boards, commissions, and committees unless otherwise specifically provided by statute.

Currently, there are four vacancies (CDBG, Library Board and Traffic Commission); one position with an expired term not eligible for reappointment (Traffic Commission); and ten positions with terms ending June 30, 2023, all eligible for reappointment on the following boards, commissions, and committees:

CDBG Program Committee (two-year term of office)
· 1 unscheduled vacancy due to resignation of Janice Mickelson-Weilmuenster · 1 scheduled vacancy due to expired term not eligible for reappointment (Fernando Rico) - term to begin immediately
· 2 expired terms eligible for reappointment (Kim Le and Connie Benson) Design Review Committee (four-year term of office)
· 1 expired term eligible for reappointment (Anne McDermott) Investment and Audit Committee (two-year term of office) · 2 expired terms eligible for reappointment (Jordan Prell and Aaron Christensen) Orange Public Library Board of Trustees (three-year term of office) · 1 unscheduled vacancy due to resignation of Joseph Valencia · 1 expired term eligible for reappointment (Susie Huber) Planning Commission (four-year term of office)
· 3 expired terms eligible for reappointment (Ernie Glasgow, David Simpson, and Jonathan Trapesonian)
Traffic Commission (four-year term of office)
· 1 scheduled vacancy due to expired term not eligible for reappointment (Jim Beil) - term to begin immediately
· 1 scheduled vacancy due to expired term not eligible for reappointment (Christian City of Orange Page 2 of 3 Printed on 2/9/2023
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Item #: 6.1. 2/14/2023 File #: 23-0045
Vaughan) - term to begin July 1, 2023
· 1 expired term eligible for reappointment (Adam Feliz) Per Council direction at the January 10, 2023, meeting, staff has prepared the necessary resolution (s) and ordinance(s) to expand the membership of all eligible Boards, Committees, and Commissions for consideration. It is on tonight’s agenda as Item 6.2. If the Council approves the change, the Local Appointments List will be revised accordingly, and scheduled vacancy notices posted.

In accordance with the Maddy Act, once accepted by the City Council, the list will be posted on the City’s website, at the Main Library, and in the City Clerk’s office. Depending on Council direction, the City Clerk’s Office will update the list as appointments are confirmed.

7. ATTACHMENTS
· Local Appointments List
· Attendance Reports
City of Orange Page 3 of 3 Printed on 2/9/2023
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Agenda Item
City Council
Item #: 6.1. 2/14/2023 File #: 23-0045
TO: Honorable Mayor and Members of the City Council
THRU: Tom Kisela, Interim City Manager
FROM: Pamela Coleman, City Clerk

1. SUBJECT
Annual presentation of Local Appointments List of all City Boards, Commissions, and Committees.

This information is provided for City Council consideration. Any changes and/or deactivation of any board, commission, or committee is at Council’s discretion.

3. RECOMMENDED ACTION

1. Confirm Mayor Slater’s recommendation to reappoint the following eligible existing positions:

2. Confirm Mayor Slater’s recommendation to appoint Melissa Mikail and Elaine Muselli to the CDBG Program Committee for two-year terms respectively expiring on June 30, 2025.

3. Accept the Local Appointments List and direct the City Clerk to post pursuant to the Maddy Act.

4. FISCAL IMPACT
City of Orange Page 1 of 3 Printed on 2/9/2023
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Item #: 6.1. 2/14/2023 File #: 23-0045
There is no fiscal impact in the appointment of committee members.

5. STRATEGIC PLAN GOALS
This action does not correlate to any of the adopted strategic plan goals.

CDBG Program Committee (two-year term of office)
· 1 unscheduled vacancy due to resignation of Janice Mickelson-Weilmuenster · 1 scheduled vacancy due to expired term not eligible for reappointment (Fernando Rico) - term to begin immediately
· 2 expired terms eligible for reappointment (Kim Le and Connie Benson) Design Review Committee (four-year term of office)
· 1 expired term eligible for reappointment (Anne McDermott) Investment and Audit Committee (two-year term of office) · 2 expired terms eligible for reappointment (Jordan Prell and Aaron Christensen) Orange Public Library Board of Trustees (three-year term of office) · 1 unscheduled vacancy due to resignation of Joseph Valencia · 1 expired term eligible for reappointment (Susie Huber) Planning Commission (four-year term of office)
· 3 expired terms eligible for reappointment (Ernie Glasgow, David Simpson, and Jonathan Trapesonian)
Traffic Commission (four-year term of office)
· 1 scheduled vacancy due to expired term not eligible for reappointment (Jim Beil) - term to begin immediately
· 1 scheduled vacancy due to expired term not eligible for reappointment (Christian City of Orange Page 2 of 3 Printed on 2/9/2023
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Item #: 6.1. 2/14/2023 File #: 23-0045
Vaughan) - term to begin July 1, 2023
· 1 expired term eligible for reappointment (Adam Feliz) Per Council direction at the January 10, 2023, meeting, staff has prepared the necessary resolution (s) and ordinance(s) to expand the membership of all eligible Boards, Committees, and Commissions for consideration. It is on tonight’s agenda as Item 6.2. If the Council approves the change, the Local Appointments List will be revised accordingly, and scheduled vacancy notices posted.

7. ATTACHMENTS
· Local Appointments List
· Attendance Reports
City of Orange Page 3 of 3 Printed on 2/9/2023
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Orange City CouncilFebruary 14, 2023

Orange City Council
February 14, 2023