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Home My WebLink AboutBUDGET AND FINANCE AGENDA 08-12-13Jl Central Contra Costa Sanitary District SPECIAL MEETING OF THE CENTRAL CONTRA COSTA SANITARY DISTRICT BUDGET AND FINANCE COMMITTEE Chair McGill Member Nejedly Monday, August 12, 2013 3:00 p.m. Middle Conference Room 1470 Executive Drive, Second Floor Concord, California INFORMATION FOR THE PUBLIC ADDRESSING THE COMMITTEE ON AN ITEM ON THE AGENDA BOARD OF DIRECTORS: JAMES A. NEJEDLY President DA V7D R. YVILLIAMS President Pro Tem PA UL H. CA USEY MICHAEL R. MCGILL TAD J. PILECKI PHONE: (925) 228 -9500 FAX.- (925) 676 -7211 www.centralsan.org Anyone wishing to address the Committee on an item listed on the agenda will be heard when the Committee Chair calls for comments from the audience. The Chair may specify the number of minutes each person will be permitted to speak based on the number of persons wishing to speak and the time available. After the public has commented, the item is closed to further public comment and brought to the Committee for discussion. There is no further comment permitted from the audience unless invited by the Committee. ADDRESSING THE COMMITTEE ON AN ITEM NOT ON THE AGENDA In accordance with state law, the Committee is prohibited from discussing items not calendared on the agenda. You may address the Committee on any items not listed on the agenda, and which are within its jurisdiction, under PUBLIC COMMENTS. Matters brought up which are not on the agenda may be referred to staff for action or calendared on a future agenda. AGENDA REPORTS Supporting materials on Committee agenda items are available for public review at the Reception Desk, 4849 Imhoff Place, Martinez, and on the District's website at www.centralsan.org. Not every agenda item is accompanied by written supporting material. Reports and information relating to agenda items distributed within 72 hours of the meeting to a majority of the Committee are also available for public inspection at the Reception Desk. During the meeting, information and supporting materials are available in the meeting room. AMERICANS WITH DISABILITIES ACT In accordance with the Americans With Disabilities Act and state law, it is the policy of the Central Contra Costa Sanitary District to offer its public meetings in a manner that is readily accessible to everyone, including those with disabilities. If you are disabled and require special accommodations to participate, please contact the Secretary of the District at least 48 hours in advance of the meeting at (925) 229 -7303. Budget and Finance Committee August 12, 2013 Page 2 1. Call Meeting to Order 2. Public Comments *3. Review Second Quarter 2013 Public Agency Retirement Services (PARS) Governmental Accounting Standards Board (GASB) 45 Statement Staff Recommendation: Review the statement. *4. Review HighMark Capital Management GASB 45 Investment Guideline Document suggested changes and further review plan fees charged by Public Agency Retirement Services (PARS) and HighMark Capital Management Staff Recommendation: Review and provide input if needed. *5. Old Business a. Review staff's responses to the Committee's request for information regarding the following expenditures at previous meetings: Check Date Amount Vendor #195897 6127113 $2,400.00 RotoMetals, Inc. (Why there was no tax charged) #195923 713113 $140,000.00 Blue Sky Environmental (A report, to include a copy of the contract and invoice) #195942 713113 $10,394.33 Fieldman, Rolapp & Associates (More information on Fieldman, Rolapp's next steps) #195982 7111113 $2,290.00 AMACS #195998 7111113 $7,321.74 ChemStation of Northern CA (Are the two expenditures related and more information on each charge) #196054 7111113 $88,777.09 SunGard Public Sector, Inc. (More information) Staff Recommendation: Review staff's responses. Budget and Finance Committee August 12, 2013 Page 3 6. Risk Management *a. Review Loss Control Report and discuss outstanding claims Staff Recommendation: Review the report, discuss outstanding claims and provide direction if needed. 7. Review June 2013 (P12) Financial Statements and Investment Reports (Item 4.c. in Board Binder) Referred to Budget and Finance Committee by the Board at the August 1, 2013 meeting. Staff Recommendation: Review and recommend Board approval. 8. Review preliminary (P13) Adjusted Operations and Maintenance (O &M) Year - End Financial Summary and Projected Cash Reserves Staff Recommendation: Recommend Board receipt of the P13 year -end financials and investment reports at the September 5, 2013 Board meeting. 9. Review Position Paper approving a supplemental authorization of $241,000 from the Sewer Construction Fund to the Fiscal Year 2013 -14 Equipment Budget to complete the purchase of a new Sewer Rodding Truck ordered in April 2012; and approve travel outside of the United States (Canada) for District employees to inspect the truck prior to final release (Item 9.a. in Board Binder) Staff Recommendation: Review and recommend Board approval. 10. Expenditures a. Review Expenditures dated August 1, 2013 (Item 4.b. in Board Binder) Referred to Budget and Finance Committee by the Board at the August 1, 2013 meeting. b. Review Expenditures dated August 15, 2013 (Item 4.b. in Board Binder) Staff Recommendation: Review and recommend Board approval. *c. Review Legal Expenditure Summary Staff Recommendation: Review Legal Expenditure Summary. Budget and Finance Committee August 12, 2013 Page 4 11. Receive update on Fieldman, Rolapp & Associates consulting contract, status of the $5 million additional payment toward Unfunded Actuarial Accrued Liability (UAAL), and Contra Costa County Employees' Retirement Association (CCCERA) December 31, 2012 Actuarial Valuation (Item 6.a.3) in Board Binder) Staff Recommendation: Receive the update and provide input if needed. 12. Announcements 13. Suggestions for future agenda items 14. Adjournment * Attachment HIGHM�RK ® �. CAPITAL MANAGEMENT July 19, 2013 Thea Vassallo Central Contra Costa Sanitary District 5019 Imhoff Place Martinez, CA 94553 -4392 Dear Thea, The second quarter was highlighted by global credit market volatility, a spike in U.S. interest rates, and a widening of corporate bond spreads following Federal Reserve comments regarding an earlier than expected exit from quantitative easing. In May, the Fed hinted that the $85 billion per month pace of Treasury and mortgage- backed security purchases could be scaled back if economic data continued to remain within their expectations. This was a departure from prior language targeting a 6.5% unemployment level and 2.5% inflation before any reduction in asset purchases. Subsequent comments by Chairman Bernanke at the June FOMC meeting caused rates to rise even further as the Fed laid out an explicit time table for scaling back bond purchases beginning later this year and an end to the program by June 2014. While the Fed continues to say that policy remains dependent on incoming economic data, the time table for ending asset purchases surprised the markets. Ten -year and thirty -year Treasuries reacted negatively as both yields soared approximately 100 basis points from their lows. Although the unemployment rate remains elevated, housing sales, home prices, and recent job growth numbers are signs that the economy is slowly gaining traction to a more sustainable pace of growth, encouraging the Fed to begin a gradual reduction in quantitative easing. The Plan was off slightly in the quarter, returning -.37% for the quarter ending June 30, 2013. For the previous twelve months, the Plan returned 10.56 %. During the quarter, the Plan's fixed income returns were off - 2.47 %. The performance for the Plan's equity segment was +1.66% in the quarter, mainly supported by the performance of the domestic equities. REITS and international equities declined in the quarter. On June 14, our asset allocation committee recommended reducing the equity allocation by 2.5% for Moderate Objective portfolios. After executing this recommendation in the Plan, our target allocation for the Moderate Objective is 47.5% equities, 48.5% fixed income, and 4% cash /money market. This reduction in the target allocation for stocks was made due to our beliefs that the domestic equity markets are fairly value, if not slightly over - valued. With the S &P500 Index up 13.8% year to date through June 30, we felt it was prudent to take some money off the table with regards to the stock market. The proceeds of this re- allocation were invested in a short-term fixed income bond fund. Best regards, Andrew Brown Central Contra Costa Sanitary District Second Quarter 2013 Presented by Andrew Brown, CFA AHIGHMARKO CAPITAL MANAGEMENT W CCCSD Asset Allocation Total Assets: $29,333,998 Period Ending 6 -30 -13 2Q13 Return: -0.37% 1 Year Return: 10.56% Inception -to -Date Return: 12.95% Inception Date: 4 -1 -2009 Fixed Income $14,152,069 48.2% Cash $1,074,866 3.7O /n JHIGHMARK® June 30, 2013 PARS: Central Contra Costa Sanitary District CAPITAL MANAGEMENT Equity $14,107,064 48.1% Selected Period Performance PARS /CENTRAL CONTRA COSTA SANT PRHCP Account6746030600 Period Ending: 06/30/2013 Account Inception: 4/1/2009 Returns are gross -of -fees unless otherwise noted. Returns for periods over one year are annualized. The information presented has been obtained from sources believed to be accurate and reliable. Past performance is not indicative of future returns. Securities are not FDIC insured, have no bank guarantee, and may lose value. HIGHMARK® June 30, 2013 PARS: Central Contra Costa Sanitary District CAPITAL MANAGEMENT Year Inception to Date to Date Sector 3 Months (6 Months) 1 Year 3 Years (51 Months) Cash Equivalents .00 .01 .02 .04 .14 iMoneyNet. Inc. Taxable 03 .03 .03 .01 .02 Total Fixed Income -2.47 -1.97 1.58 4.21 6.69 BC US Aggregate Bd Index -2.33 -2.45 -,67 3.53 5.13 Total Equities 1.66 11.12 19.81 15.94 19.12 Large Cap Funds 3.00 13.52 22.01 16.69 18.60 S &P 500 Composite Index 2.92 13.84 20.60 18.45 20.44 Mid Cap Funds 1.17 12.94 19.24 18.29 Russell Midcap Index 2.21 15.41 25.39 19 52 24.99 Small Cap Funds 3.98 18.18 25.24 21.95 25.74 Russell 2000 Index 3.09 15.86 24.20 18 67 23.47 International Equities -4.84 -3.96 8.59 6.33 14.02 MSCI EAFE Index -.97 4.10 18.63 10.05 14.38 REITs -1.55 5.02 Wilshire REIT Index -1.38 5.95 8.42 18.50 33,43 Total Managed Portfolio -.37 4.41 10.56 10.35 12.95 Account Inception: 4/1/2009 Returns are gross -of -fees unless otherwise noted. Returns for periods over one year are annualized. The information presented has been obtained from sources believed to be accurate and reliable. Past performance is not indicative of future returns. Securities are not FDIC insured, have no bank guarantee, and may lose value. HIGHMARK® June 30, 2013 PARS: Central Contra Costa Sanitary District CAPITAL MANAGEMENT ASSET ALLOCATION As of June 30, 2013 Current Asset Allocation Investment Vehicle Equity 48.09% Range: 40 %-60% 14,107,064 Large Cap Core 4.53% SMGIX Columbia Contrarian Core Cl Z 1,327,407 4.54% SICWX Sentinel Common Stock 1 1,331,822 Large Cap Value 5.38% PRFDX T. Rowe Price Equity Income Fund 1,579,465 5.40% LSGIX Loomis Sayles Value Fund 1,583,264 Large Cap Growth 4.27% HACAX Harbor Capital Appreciation Instl 1,253,954 4.30% PRGFX T. Rowe Price Growth Stock Fund 1,260,961 Mid Cap Value 2.80% TIMVX TIAA -CREF Mid -Cap Value Instl 819,945 Mid Cap Growth 2.27% PNMFX HighMark Geneva Mid Cap Growth Fund 666,959 Small Cap Value 3.25% NSVAX Columbia Small Cap Value Fund II 953,891 Small Cap Growth 2.53% PRNHX T. Rowe Price New Horizons Fund 742,897 International Core 1.53% HIOFX HighMark International Opportunity Fund 447,457 International Value 1.27% DODFX Dodge & Cox International Stock Fund 373,607 International Growth 1.26% MQGIX MFS International Growth Fund 368,634 Emerging Markets 2.97% SEMNX Schroder Emerging Market Equity 870,721 Real Estate 1.79% FARCX Nuveen Real Estate Secs 1 526,079 Fixed Income 48.24% Range: 40 %-60% 14,152,069 Short -Term 12.57% VFSUX Vanguard Short-Term Corp Adm Fund 3,687,081 Intermediate -Term 16.79% HMBDX HighMark Bond Fund 4,924,580 16.90% PTTRX PIMCO Total Return Instl Fund 4,957,558 High Yield 1.99% PHIYX PIMCO High Yield Inst1 Fund 582,849 Cash 3.66% Range: 0 %-20% 1,074,866 3.66% HMDXX HighMark Diversified MM Fund 1,074,866 TOTAL 100.00% $29,333,998 HIGHMARK® June 30, 2013 PARS: Central Contra Costa Sanitary District CAPITAL MANAGEMENT PARS /CENTRAL CONTRA COSTA SANITARY DISTRICT For Period Ending June 30, 2013 Data Source: Morningstar, SEI Investments Returns less than one year are not annualized. Past performance is not indicative of future returns. The information presented has been obtained from sources believed accurate and reliable. Securities are not FDIC insured, have no bank guarantee and may lose value. HIGHMARK® June 30, 2013 PARS: Central Contra Costa Sanitary District CAPITAL MANAGEMENT HighMark Bond Fid -2.43 30 -2.19 35 1.09 39 3 -Month 41 YTD 41 1 -Year -3.60 3 -Year -3.02 5 -Year 1.20 Fund Name Inception Return Rank Return Rank Return Rank Return Rank Return Rank Columbia Contrarian Core Cl Z (6/11) 3.27 28 15.09 20 24.72 16 19.81 6 8.72 6 T. Rowe Price Equity Income (8/10) 2.63 70 14.12 68 23.66 46 17.49 39 7.37 25 Harbor Capital Appreciation Instl (7/10) 2.35 37 9.43 71 14.16 77 16.74 46 6.85 30 Loomis Sayles Value Fund (8/11) 3.31 52 16.02 28 27.69 14 18.36 21 6.35 47 Sentinel Common Stock Fd Cl 1 (6/12) 3.19 30 14.27 31 22.61 27 18.07 24 7.01 23 T. Rowe Price Growth Stock 3.17 18 11.14 47 16.66 54 18.49 17 7.06 27 Idx: Russell 1000 2.65 13.91 21.24 18.63 7.12 MID CAP EQUITY TIAA -CREF Mid -Cap Value lnstl (2/10) 2.11 64 14.95 67 24.22 75 18.76 32 7.37 55 Idx: Russell Mid Cap Value 1.65 16.10 27.65 19.53 8.87 - HighMark Geneva Mid Cap Growth Fiduciary (2/10) -0.04 95 10.54 85 13.28 93 17.96 34 8.35 21 Idx: Russell Mid Cap Growth 2.87 14.70 22.88 19.53 7.61 SMALL CAP EQUITY Columbia Small Cap Value II Z 2.73 53 17.06 26 25.78 46 19.55 11 8.23 67 Idx: Russell 2000 Value 2.47 14.39 24.76 17.33 8.59 T. Rowe Price New Horizons 5.79 14 19.99 13 24.71 29 26.15 1 14.60 1 Idx: Russell 2000 Growth 3.74 17.44 23.67 19.97 8.89 INTERNATIONAL • Dodge & Cox International Stock 1.70 4 5.40 9 23.47 4 10.99 21 1.61 11 HighMark International Opportunity Fid -2.61 81 1.87 65 16.39 49 9.63 47 -1.51 66 MFS International Growth 1 -3.55 82 0.62 65 13.18 51 10.90 42 2.51 17 Idx: MSCI E4FE -0.98 4.10 18.62 10.04 -0.63 Schroder Emerging Market Equity (11/12) -8.07 53 -10.54 70 2.26 60 4.23 46 -0.15 36 Idx: MSCI Emerging Markets -9.14 -10.89 0.32 0.80 -2.86 REIT EQUITY FUNDS Nuveen Real Estate Secs Y -1.62 50 5.06 44 8.03 29 18.11 15 8.86 9 Idx: Wilshire REIT -1.38 -- 5.95 8.42 - 18.50 -- 7.21 - Data Source: Morningstar, SEI Investments Returns less than one year are not annualized. Past performance is not indicative of future returns. The information presented has been obtained from sources believed accurate and reliable. Securities are not FDIC insured, have no bank guarantee and may lose value. HIGHMARK® June 30, 2013 PARS: Central Contra Costa Sanitary District CAPITAL MANAGEMENT HighMark Bond Fid -2.43 30 -2.19 35 1.09 39 4.41 41 5.91 41 Pimco Total Return Inst'I -3.60 94 -3.02 81 1.20 37 4.67 34 7.26 13 Vanguard Short-Term Investment -Grade Adm -0.96 64 -0.48 54 1.78 32 2.75 23 3.80 27 BarCap US Aggregate Bond -2.32 -2.44 -0.69 3.51 5.19 Pimco High Yield Inst'l (6) (2112) -1.55 58 0.65 71 8.12 65 9.39 62 8.91 44 Credit Suisse High Yield Index -1.38 1.52 9.18 10.31 10.11 Data Source: Morningstar, SEI Investments Returns less than one year are not annualized. Past performance is not indicative of future returns. The information presented has been obtained from sources believed accurate and reliable. Securities are not FDIC insured, have no bank guarantee and may lose value. HIGHMARK® June 30, 2013 PARS: Central Contra Costa Sanitary District CAPITAL MANAGEMENT Item 4. Revised Investment Guideline Document _= HIGHMARKO CAPITAL MANAGEMENT Investment Guidelines Document Central Contra Costa County Sanitary District GASB 45 / Other Post - Employment Benefits Trust .,BCD June 2013 Investment Guidelines Document Scope and Purpose The purpose of this Investment Guidelines Document is to: • Facilitate the process of ongoing communication between the Plan Sponsor and its plan fiduciaries; • Confirm the Plan's investment goals and objectives and management policies applicable to the investment portfolio identified below and obtained from the Plan Sponsor; • Provide a framework to construct a well- diversified asset mix that can potentially be expected to meet the account's short- and long -term needs that is consistent with the account's investment objectives, liquidity considerations and risk tolerance; • Identify any unique considerations that may restrict or limit the investment discretion of its designated investment managers; • Help maintain a long -term perspective when market volatility is caused by short-term market movements. • Assist the Plan Sponsor in formulating an Investment Policy Statement ( "IPS ") for the account. Key Plan Sponsor Account Information as of April 22, 2013 Plan Sponsor: Central Contra Costa County Sanitary District Governance: Board of Directors of the Central Contra Costa County Sanitary District Plan Name ( "Plan "): Central Contra Costa County Sanitary District GASB 45 /Other Post - Employment Benefits Trust Trustee: US Bank Contact: Fran Schoenfeld, 949 - 224 -7204 fran.schoenfeld @usbank.com Account Number ( "Account') :6746030600 Type of Account: GASB 45 /Other Post - Employment Benefits Trust ERISA Status: Not subject to ERISA Market Value of Account: $28,390,075 Investment Manager: US Bank, as discretionary trustee, has delegated investment management responsibilities to HighMark Capital Management, Inc. ( "Investment Manager"), an SEC - registered investment adviser Contact: Andrew Brown, CFA, 415 - 705 -7605 Andrew .brown @highmarkcapital.com Central Contra Costa County Sanitary District — GASB 45 /Other Post - Employment Benefits Trust Investment Guidelines Document — HighMark Capital Management, Inc. (v. 4/26/2013 - cls) L Investment Authority: Except as otherwise noted, the Trustee, US Bank, has delegated investment authority to HighMark Capital Management, an SEC - registered investment adviser. Investment Manager has full investment discretion over the managed assets in the account. Investment Manager is authorized to purchase, sell, exchange, invest, reinvest and manage the designated assets held in the account, all in accordance with account's investment objectives, without prior approval or subsequent approval of any other party(ies). Investment Objectives and Constraints The goal of the Plan's investment program is to generate adequate long -term returns that, when combined with contributions, will result in sufficient assets to pay the present and future obligations of the Plan. The following objectives are intended to assist in achieving this goal: • The Plan should earn, on a long -term average basis, a rate of return equal to or in excess of the target rate of return of 6 %. • The Plan should seek to earn a return in excess of its policy benchmark over the long- term. The Plan's assets will be managed on a total return basis which takes into consideration both investment income and capital appreciation. While the Plan Sponsor recognizes the importance of preservation of capital, it also adheres to the principle that varying degrees of investment risk are generally rewarded with compensating returns. To achieve these objectives, the Plan Sponsor allocates its assets (asset allocation) with a strategic, long- term perspective of the capital markets. Investment Time Horizon: Long -term Anticipated Cash Flows: Approximately $300,000- 375,000 in monthly contributions and $4,000 in monthly distributions Target Rate of Return: 6% annual target Investment Objective: The primary objective is to maximize total Plan return, subject to the risk and quality constraints set forth herein. The investment objective the Plan Sponsor has selected is the Moderate Objective, which has a dual goal to seek moderate growth of income and principal. Risk Tolerance: Moderate The account's risk tolerance has been rated moderate, which demonstrates that the account can accept average, or moderate, price fluctuations to pursue its investment objectives. Central Contra Costa County Sanitary District — GASB 45 /Other Post - Employment Benefits Trust Investment Guidelines Document — HighMark Capital Management, Inc. (v. 4126/2013 - cis) Strategic Asset Allocation: The asset allocation ranges for this objective are listed below: Strategic Asset Allocation Ranges Cash Fixed Income Equity 0 -20% 40 % -60% 40 % -60% Policy: 5% Policy: 45% Policy: 50% Market conditions may cause the account's asset allocation to vary from the stated range from time to time. The Investment Manager will rebalance the portfolio no less than quarterly and /or when the actual weighting differs substantially from the strategic range, if appropriate and consistent with your objectives. Security Guidelines: Equities With the exception of limitations and constraints described above, Investment Manager may allocate assets of the equity portion of the account among various market capitalizations (large, mid, small) and investment styles (value, growth). Further, Investment Manager may allocate assets among domestic, international developed and emerging market equity securities. Total Equities 40 % -60% Equity Style Range Domestic Large Cap Equity 15 %-45% Domestic Mid Cap Equity 0 % -10% Domestic Small Cap Equity 0 % -15% International Equity (incl Emerging Markets) 0 % -15% Real Estate Investment Trust (REIT) 0 % -15% Fixed Income In the fixed income portion of the account, Investment Manager may allocate assets among various sectors and industries, as well as varying maturities and credit quality that are consistent with the overall goals and objectives of the portfolio. Total Fixed Income 40 % -60% Fixed Income Style Range Long -term bonds (maturities >7 years) 0 % -25% Intermediate -term bonds (maturities 3 -7 years) 25 % -60% Short-Term bonds (maturities <3 years) 0 % -25% High Yield bonds 0 % -10% Convertible bonds 0 % -10% Central Contra Costa County Sanitary District — GASB 45 /Other Post - Employment Benefits Trust Investment Guidelines Document — HighMark Capital Management, Inc. (v. 4/26/2013 - cls) Performance Benchmarks: The performance of the total Plan shall be measured over a three and five -year periods. These periods are considered sufficient to accommodate the market cycles experienced with investments. The performance shall be compared to the return of the total portfolio blended benchmark shown below. Total Portfolio Blended Benchmark 26.50% S &P500 5.00% Russell Mid Cap 7.50% Russell 2000 3.25% MSCI EM FREE 6.00% MSCI EAFE 1.75% Wilshire REIT 33.50% BC US Aggregate 10.00% ML 1 -3 Year US Corp /Gov't 1.50% US High Yield Master II 5.00% Citi 1 Mth T -Bill Asset Class /Style Benchmarks Over a market cycle, the long -term objective for each investment strategy is to add value to a market benchmark. The following are the benchmarks used to monitor each investment strategy Large Cap Equity S &P 500 Mid Cap Equity Russell MidCap Index Growth Russell MidCap Growth Value Russell MidCap Value Small Cap Equity Russell 2000 Index Growth Russell 2000 Growth Value Russell 2000 Value REITs Wilshire REIT International Equity MSCI EAFE Investment Grade Bonds BarCap US Aggregate Bond High Yield Credit Suisse High Yield Security Selection Investment Manager may utilize a full range of investment vehicles when constructing the investment portfolio, including but not limited to individual securities, mutual funds, and exchange - traded funds. In addition, to the extent permissible, Investment Manager is authorized to invest in shares of mutual funds in which the Investment Manager serves as advisor or subadviser. Central Contra Costa County Sanitary District — GASB 45 /Other Post - Employment Benefits Trust Investment Guidelines Document — HighMark Capital Management, Inc. (v. 4/26/2013 - cls) �7 Investment Limitations: The following investment transactions are prohibited: • Direct investments in precious metals (precious metals mutual funds and exchange- traded funds are permissible). • Venture Capital • Short sales* • Purchases of Letter Stock, Private Placements, or direct payments • Leveraged Transactions* • Commodities Transactions Puts, calls, straddles, or other option strategies* • Purchases of real estate, with the exception of REITs • Derivatives, with exception of ETFs* *Permissible in diversified mutual funds and exchange- traded funds Duties and Responsibilities Responsibilities of Plan Sponsor The Finance Committee of the Central Contra Costa Sanitary District is responsible for: ■ Confirming the accuracy of this Investment Guidelines Document, in writing. ■ Advising Trustee and Investment Manager of any change in the plan /account's financial situation, funding status, or cash flows, which could possibly necessitate a change to the account's overall risk tolerance, time horizon or liquidity requirements; and thus would dictate a change to the overall investment objective and goals for the account. ■ Providing Trustee and Investment Manager with an approved IPS for the account and providing any updates to the IPS. ■ Monitoring and supervising all service vendors and investment options, including investment managers. ■ Avoiding prohibited transactions and conflicts of interest. Responsibilities of Trustee The plan Trustee is responsible for: ■ Valuing the holdings. ■ Collecting all income and dividends owed to the Plan. ■ Settling all transactions (buy -sell orders). Responsibilities of Investment Manager The Investment Manager is responsible for: ■ Assisting the Finance Committee with the development and maintenance of this Investment Policy Guideline document annually. • Meeting with Finance Committee semi - annually to review portfolio structure, holdings, and performance. • Designing, recommending and implementing an appropriate asset allocation consistent with the investment objectives, time horizon, risk profile, guidelines and constraints outlined in this statement. ■ Researching and monitoring investment advisers and investment vehicles. ■ Purchasing, selling, and reinvesting in securities held in the account. ■ Monitoring the performance of all selected assets. Central Contra Costa County Sanitary District — GASB 45 /Other Post - Employment Benefits Trust Investment Guidelines Document — HighMark Capital Management, Inc. (v. 4/26/2013 - cls) 10 ■ Voting proxies, if applicable. ■ Recommending changes to any of the above. ■ Periodically reviewing the suitability of the investments, being available to meet with the committee at least once each year, and being available at such other times within reason at your request. ■ Preparing and presenting appropriate reports. ■ Informing the committee if changes occur in personnel that are responsible for portfolio management or research. Acknowledgement and Acceptance [/We being the Plan Sponsor with responsibility for the account(s) held on behalf of the Plan Sponsor specified below, designate Investment Manager as having the investment discretion and management responsibility indicated in relation to all assets of the Plan or specified Account. If such designation is set forth in the Plan /trust, I/We hereby confirm such designation as Investment Manager. I have read the Investment Guidelines Document, and confirm the accuracy of it, including the terms and conditions under which the assets in this account are to be held, managed, and disposed of by Investment Manager. This Investment Guidelines Document supersedes all previous versions of an Investment Guidelines Document or investment objective instructions that may have been executed for this account. Date: Plan Sponsor: Central Contra County Sanitary District Date: Plan Sponsor: Central Contra County Sanitary District Date: Investment Manager: Andrew Brown, CFA, Senior Portfolio Manager, (415) 705 -7605 Central Contra Costa County Sanitary District — GASB 45 /Other Post - Employment Benefits Trust Investment Guidelines Document — HighMark Capital Management, Inc. (v. 4/26/2013 - cls) 11 Item 4. Revised Fee Schedule Current vs New Fee Analysis Assumptions CURRENT PARS Fees HighMark Investment Mgmt Fees $29.5M in assets Fee is Waived for HighMark Funds From To Annual Rate From To Annual Rate $0 $5,000,000 0.25% $0 $5,000,000 0.35% $5,000,001 $10,000,000 0.25% $5,000,001 $10,000,000 0.25% $10,000,001 $15,000,000 0.20% $10,000,001 $15,000,000 0.20% $15,000,001 $50,000,000 0.15% $15,000,001 $50,000,000 0.15% $50,000,001 and over 0.10% $50,000,001 and over 0.10% PARS HM Existing Fee Schedule 5,000,000 12,500 17,500 5,000,000 12,500 12,500 5,000,000 10,000 10,000 29,546,824 14,546,824 21,820 21,820 0 0 56,820 61,820 118,640 Asset Level PARS Annual HM Annual PARS Monthly HM Monthly 29,546,824 29,546,824 56,820 61,820 4,735 5,152 0.00192 0.00209 NEW PARS Fees HighMark Investment Mqmt Fees Fee is Waived for HighMark Funds From To Annual Rate From To Annual Rate $0 $5,000,000 0.225% $0 $5,000,000 0.315% $5,000,001 $10,000,000 0.225% $5,000,001 $10,000,000 0.225% $10,000,001 $15,000,000 0.180% $10,000,001 $15,000,000 0.180% $15,000,001 $50,000,000 0.135% $15,000,001 $50,000,000 0.135% $50,000,001 and over 0.090% $50,000,001 and over 0.090% PARS HM Discounted Fee Schedule 5,000,000 11,250 15,750 5,000,000 11,250 11,250 5,000,000 9,000 9,000 29, 546, 824 14.546,824 19,638 19,638 0 0 51,138 55,638 106,776 Asset Level PARS Annual HM Annual PARS Monthly HM Monthly 29,546,824 29,546,824 51,138 55,638 4,262 4,637 0.00173 0.00188 TOTAL SAVINGS 5,682 6,182 11,864 Thea Vassallo From: Mitch Barker <Mitch.Barker @pars.org> Sent: Tuesday, July 16, 2013 1:54 PM To: Thea Vassallo Cc: Andrew Brown Subject: Fwd: Fee Comparison - Central Contra Costa Sanitary District > Hi Thea, > Sorry for the delay. I have gotten approval at all 3 companies to offer you the attached New Fee Schedule at the bottom. This represents a 10% discount on all tiered levels. We appreciate your business and the relationship. > Mitch Barker > Executive V. P. > PARS > 800 - 540 -6369 x116 > 949 - 310 -4876 cell > 800 - 660 -8057 fax > Sent from my iPhone 1 Item 4. Investment Performance Report GASB 45 /Other Post - Employment Benefits Trust Prepared By: Schultz Collins Lawson Chambers Investment Counsel (Partial pages 1 -16, and 39-40) Pages 2 -4 Review and comments on investment guidelines document Pages 39 -40 Fee analysis INVESTMENT PERFORMANCE REPORT FOR THE CENTRAL CONTRA COSTA COUNTY SANITARY DISTRICT GASB 45/OTHER POST - EMPLOYMENT BENEFITS TRUST PERIOD ENDING DECEMBER 31, 2012 Prepared by Jon Chambers, Principal 455 Market Street Suite 1450 San Francisco, CA 94105 T 415.291.3004 F 415.291.3015 Toll -free 877.291.2205 jon @schultzcollins.com Visit us on the web at schultzcollins.com TABLE OF CONTENTS EXECUTIVE SUMMARY 1 INTRODUCTION 1 DATA SOURCES 1 FUNDS 2 Commentary On Fund Changes, Additions, And Removals 6 Summary of Excess Returns 7 TRUST CHANGE 9 HIGHMARK POTENTIAL SALE 10 IPS COMMENTARY 1 FEES 10 EVALUATION OF CURRENT INVESTMENTS 11 ACTIVELY MANAGED MUTUAL FUNDS 11 Risk 11 Relative Performance 11 Expense Ratios 11 Consistency of Fund Management 11 BENCHMARK STYLE ANALYSIS 15 BENCHMARK STYLE ANALYSIS 15 Overall Effective Asset Mix 15 Rolling Style Benchmark 15 Overall Style /Seleciton 15 Fund /Benchmark Historical Correspondence 16 Monthly Excess Returns 16 Cumulative Excess Returns 16 Benchmarks Used 16 HARBOR CAPITAL APPRECIATION INSTL 17 T. ROWE PRICE GROWTH STOCK 18 COLUMBIA CONTRARIAN CORE Z 19 SENTINEL COMMON STOCK 1 20 T. ROWE PRICE EQUITY INCOME 21 LOOMIS SAYLES VALUE Y 22 HIGHMARK GENEVA MID CAP GROWTH FIDUCIARY 23 TIAA -CREF MID -CAP VALUE INSTL 24 T. ROWE PRICE NEW HORIZONS 25 COLUMBIA SMALL CAP VALUE FUND II Z 26 NUVEEN REAL ESTATE SECS 1 27 MFS INTERNATIONAL GROWTH I 28 HIGHMARK INTERNATIONAL OPPORTUNITIES FID 29 DODGE & COX INTERNATIONAL STOCK 30 SCHRODER EMERGING MARKET EQUITY INV 31 VANGUARD SHORT -TERM INVESTMENT -GRADE ADM 32 HIGHMARK BOND FID 33 PIMCO TOTAL RETURN INSTL 34 PIMCO HIGH YIELD INSTL 35 OVERALL STYLE DISTRIBUTION OF DOMESTIC EQUITY FUNDS 36 Overall Distribution 36 Rolling Period Historical Distribution 36 OVERALL STYLE DISTRIBUTION OF FOREIGN EQUITY FUNDS 37 Overall Distribution 37 Rolling Period Historical Distribution 37 OVERALL STYLE DISTRIBUTION OF FIXED INCOME FUNDS 38 Overall Distribution 38 Rolling Period Historical Distribution 38 FEE ANALYSIS 39 CENTRAL CONTRA COSTA SANITARY DISTRICT GAS 45/OTHER POST - EMPLOYMENT BENEFITS TRUST REPORT FOR THE PERIOD ENDING DECEMBER 31, 2012 INTRODUCTION Central Contra Costa Sanitary District (Central San) maintains an Other Post - Employment Benefits (OPEB) trust (the Trust) that meets the accounting requirements of GASB 45. The Trust is managed by HighMark Capital Management. Central San has engaged Schultz Collins Lawson Chambers, Inc. (SCLC), a registered investment advisor, to conduct an investment review of the Trust, and a review of HighMark Capital Management's advisory services and fee structure. The one -time SCLC investment advisory services presented in this report include the following: • Review the OPEB Trust's Investment Guidelines Document (IGD), which we understand serves as the Trust's Investment Policy Statement (IPS). • Review the Trust's asset allocation, both as established by the IGD, and as actually implemented by HighMark Capital Management. • Review each fund used by HighMark Capital Management to deploy the portfolio. The review will include the following steps: 1) Evaluate the performance of the fund relative to relevant market indices and peer group averages. 2) Perform an attribution analysis on the fund to characterize the long -term style orientation of the fund and to construct a hypothetical passive portfolio that replicates, as closely as possible, the fund's historical performance results. The analysis will: • Determine the effective asset allocation for the fund; • Determine the extent to which the manager of the fund adds or subtracts value, relative to a passive portfolio; and • Permit SCLC to establish appropriate portfolio benchmarks and evaluate overall investment performance of each portfolio. 3) Evaluate the cost structure of the fund relative to alternate approaches, including reviewing both the explicit and implicit revenue sharing used to subsidize the cost of other plan operations. • Review any fund or benchmark changes made by HighMark Capital Management, and determine whether the change added value. • Review the HighMark Capital Management service agreement for reasonableness, scope of services, and level of fees. DATA SOURCES This report is prepared using public sources for fund and index performance data, such as Morningstar, Inc. and Ibbotson, Inc. Although Schultz Collins Lawson Chambers, Inc. (SCLC) believes these data sources to be reliable, SCLC has not independently verified the accuracy of any data reported. U L -- _ C 0 L L I N 3 L A W S C- . C H A M B E R 5. I N CENTRAL CONTRA COSTA SANITARY DISTRICT GASB 45/0THER POST- EMPLOYMENT BENEFITS TRUST R E P O R T F O R THE PERIOD ENDING DECEMBER 3 1, 20 12 REVIEW AND COMMENTS ON INVESTMENT GUIDELINES DOCUMENT An investment policy provides guidelines and procedures that direct long -term management of investor assets. A written Investment Policy Statement (IPS) establishes a systematic approach to documenting investment objectives, relevant constraints, and governance structures. The purpose of an IPS is to assist the investor and portfolio manager in effectively selecting, monitoring, and evaluating investments to fulfill the objectives set forth in the IPS. An IPS is a highly customizable document that should be specifically tailored to investor objectives, restrictions, preferences, and tolerances for risk. The Chartered Financial Analysts Institute (CFA), the leading global association of investment professionals, provides IPS guidelines relating to general institutional investors. HighMark Capital Management's has developed an Investment Guidelines Document (IGD) for the OPEB Trust, which we understand has been adopted by Central San. The IGD serves as the Trust's IPS. The following table presents the CFA Institute guidelines for an IPS, as well as SCLC comments about whether the Trust IGD conforms to the CFA Institute guidelines. Significant variances from the guidelines are highlighted. Does Investment Guidelines Comments CFA IPS Guidelines Document (IGD) Conform to And for general Institutional Investors CFA Guidelines Responsibilities 1. Scope and Purpose la. Define the investor. Define who the investor is, be it a natural person or No legal /corporate entity. Specify which of the investor's assets are to be No governed by the IPS. 1b. Define the structure. Not explicit in IGD Not explicit in IGD Set forth key responsibilities and actors. Yes IGD Identify an organizational structure for investing. Yes IGD Identify a risk management structure applicable to investing. No N/A Assign responsibility for monitoring and reporting. Yes Portfolio manager Document acceptance of the IPS. Yes Acceptance of IGD 2. Governance 2a. Specify who is responsible for determining investment policy, executing investment policy, and Yes Central San monitoring the results of implementation of the policy. 2b. Describe the process for reviewing and updating the IPS. Yes Central San 2c. Describe the responsibility for engaging and discharging external advisers. No N/A 2d. Describe the roles and responsibilities of boards and staff. No N/A CENTRAL CONTRA COSTA SANITARY DISTRICT GAS 45/OTHER POST - EMPLOYMENT BENEFITS TRUST R E P O R T F O R T H E P E R I O D E N D I N G D E C E M B E R 3 1 , 2 0 1 2 Does Investment Guidelines Comments CFA IPS Guidelines Document (IGD) Conform to And for general Institutional Investors CFA Guidelines Responsibilities 2e. Assign responsibility for determination of asset Yes Portfolio manager allocation, including inputs used and criteria for development of input assumptions. 2f. Assign responsibility for risk management, Yes Portfolio manager monitoring, and reporting. 3. Investment, Return, and Risk Objectives 3a. Describe the overall investment objective. Yes Maximize total return with respect to risk 3b. State the return and risk requirements. State the overall investment performance objective. Yes Target return is 6% Identify performance objectives for each asset class No N/A eligible for investment. Define a policy portfolio to serve as a basis for No N/A performance and risk assessments. 3c. Define the risk tolerance of the investor. Yes Moderate objective 3d. Describe relevant constraints. Yes Define an evaluation horizon for achievement of Yes "Long- term ", without performance objectives. stating years Identify any requirements for maintaining liquidity. No (not generally applicable to N/A portfolio invested in mutual funds) Identify to what extent, if any, tax considerations will No (not generally applicable to N/A affect investment decision making. Central San) Specify any policies related to leverage. Yes Prohibited Identify any restrictions on investment in foreign No (not generally applicable to N/A securities or investments. portfolio invested in mutual funds) If relevant, specify a policy on foreign currency No(not generally applicable to N/A management. portfolio invested in mutual funds) 3e. Describe other considerations relevant to investment strategy. State the investment philosophy. Yes IGD Identify a proxy- voting policy. No (often omitted) N/A Identify constraints on participation in securities No (not generally applicable to N/A lending programs. portfolio invested in mutual funds) Identify special factors to be used in including or No (often omitted) N/A excluding potential investments from the portfolio. 5 C H U L T Z C C, I I N S L A W S C -. B E R S. I N C. CENTRAL CONTRA COSTA SANITARY DISTRICT GASB 45 /OTHER POST - EMPLOYMENT BENEFITS TRUST REPORT FOR THE PERIOD ENDING DECEMBER 31, 2012 CFA IPS Guidelines for general institutional Investors 4a. Establish performance measurement and reporting accountabilities. Does Investment Guidelines Document (IGD) Conform to CFA Guidelines 4. Risk Management 4b. Specify appropriate metrics for risk measurement and evaluation. 4c. Define a process for rebalancing portfolios to target allocations. Yes No Yes Comments And Responsibilities Portfolio manager N/A IGD For clarity and accountability, the CFA Institute guidelines recommend clearly stating who the investor is, be it a person, corporation, or legal entity, and clearly stating which investor assets are to be governed by the IPS. The Trust IGD does not explicitly spell out who the investor is, nor does it identify specifically the assets that are governed by the IGD. One of the primary purposes of an investment policy is to address issues relating to risk and risk management. Although the IGD establishes that the investor has "Moderate Objective" for risk tolerance, the IGD does not define nor list risks relevant to the investor. The IGD also fails to identify a structure for risk management. An IPS should also determine who is responsible for engaging and discharging external investment managers, consultants, and other vendors who are associated with the investment assets. The IGD does not explicitly state whose responsibility it is to hire and fire external advisors, nor does it state the roles and responsibilities of the Trust's board and staff. While it's understood that as a discretionary portfolio manager, High Mark Capital Management is responsible for selecting and replacing funds, the IGD should state this explicitly, and should address responsibilities for hiring and firing other external advisors. The CFA Institute guidelines recommend defining performance and risk measures for assessing the actual outcome of investment results to objective of each investment. Specifically, an IPS should establish performance objectives for investible asset classes, define metrics used risk assessment, and determine a policy portfolio that is a basis for performance and risk evaluation. The IGD does not do any of these. S C H U L 7 Z C 0 L L I N S L A W S 0 N C H A M B E R S. I N C. CENTRAL CONTRA COSTA SANITARY DISTRICT GAS 45/OTH ER POST- EMPLOYMENT BENEFITS TRUST REPORT FOR THE PERIOD ENDING DECEMBER 31, 2012 REVIEW AND COMMENTS ON TRUST ASSET ALLOCATION The following table tracks the Trust's asset allocation since December 31, 2011. The shaded rows are the asset classes defined in the Investment Guidelines Document (IGD). Below each of the asset classes defined in the IGD is the permissible asset allocation range, in parenthesis. The portfolio manager has maintained adherence to the bounds set in the IGD for each asset class. Small Cap Equity December 31, March 31, June 30, September, December 31, Category 2011 2012 2012 2012 2012 Large Growth 9.51% 9.93% 9.77% 8.32% 8.54% Large Blend 9.77% 9.96% 10.11% 8.84% 9.00% Large Value 12.61% 12.98% 13.24% 11.29% 11.49% Large Cap Equity 31.89% 32.86% 33.12% 28.45% 29.03% (15 -45 %) 3.41% 3.82% 4.06% 3.73% 3.78% Mid Cap Growth 1.94% 1.98% 2.00% 2.20% 2.26% Mid Cap Value 2.68% 2.73% 2.79% 2.68% 2.76% Mid Cap Equity 4.62% 4.71% 4.79% 4.87% 5.02% (0 -10 %) Small Growth 3.91% 3.69% 3.84% 3.88% 4.03% Small Value 2.19% 2.23% 2.28% 2.44% 2.52% Small Cap Equity 6.09% 5.92% 6.12% 6.32% 6.55% (0 -15 %) Int'I Large Growth 1.72% 1.23% 1.27% 1.23% 1.25% Int'I Large Blend 1.72% 1.70% 1.78% 1.47% 1.50% Int'I Large Value 1.72% 1.21% 1.26% 1.20% 1.25% Emerging Markets 3.41% 3.82% 4.06% 3.73% 3.78% Int'I Equity ° 31.89/ ° 30.74/ 31.80% 33.95% 33.97% (25 -60 %) 8.57% 7.95% 8.37% 7.62% 7.78% Real Estate 1.46% 1.51% 1.53% 1.67% 1.74510 (0 -10 %) Short Term Bonds 11.56% 10.25% 10.11% 10.20% 10.20% (0 -25 %) Intermediate Term Bonds ° 31.89/ ° 30.74/ 31.80% 33.95% 33.97% (25 -60 %) Long Term Bonds 0.00% 0.00% 0.00% 0.00% 0.00% (0 -25 %) Convertible Bonds 0.00% 0.00% 0.00.0 0.00% 0.00% High Yield Bonds ° ° ° (0 -10 %) 0.00% 1.47/0 1.48/0 1.97/0 1.99• Money Market (Cash) 3.91% 4.60% 2.69% 4.95% 3.73% (0 -20 %) The asset allocation appears reasonable given our understanding of the Trust's investment objectives. The Trust is broadly diversified, and maintains a reasonably consistent allocation quarter to quarter. CENTRAL CONTRA COSTA SANITARY DISTRICT GASB 45 /OTHER POST- EMPLOYMENT BENEFITS TRUST R E P O R T F O R T H E P E R I O D E N D I N G D E C E M B E R 3 1 , 2 0 1 2 REVIEW AND COMMENTS ON FUNDS USED The aggregate Trust portfolio is invested in eighteen publicly traded mutual funds, in fifteen different categories, plus one money market fund. All nineteen mutual funds are actively managed. COMMENTARY ON FUND PERFORMANCE RELATIVE TO PEER GROUP The funds selected for the Trust have generally been performing better than the median fund in their respective peer group over the trailing three and five -year periods. No funds are performing below median over both the trailing three and five -year periods. For the four funds that rank below median in either the trailing three or five -year periods, they rank closely below the median, all above the 601h percentile. Two funds (Harbor Capital Appreciation Instl and Schroder Emerging Market Equity Inv) rank below median over the trailing three year period, which aligns roughly with HighMark Capital Management's management of the Trust's investments. COMMENTARY ON FUND PERFORMANCE RELATIVE TO INDEX Ten of the actively managed funds selected for the Trust have performed similarly to, or better than, their underlying index over the trailing three year period. Eight funds have underperformed their underlying index by 50 basis points (0.50 %) or more over the trailing three year period. The underperforming funds include Harbor Capital Appreciation Instl, Sentinel Common Stock I, Loomis Sayles Value Y, HighMark Geneva Mid Cap Growth Fiduciary, TIAA -CREF Mid -Cap Value Instl, Columbia Small Cap Value Fund II Z, Vanguard Short -Term Investment -Grade Adm and PIMCO High Yield Instl. While it is difficult to draw statistically significant conclusions about HighMark Capital Management's ability to select outperforming actively managed funds from such a limited data set, the initial indications do not appear to indicate that High Mark's selections are materially better than might be expected from random chance. COMMENTARY ON FUND MANAGER TENURE The funds selected for the Trust generally have experienced limited manager turnover. MFS International Growth I fund is the only fund that exhibits limited manger consistency. The fund's manager tenure is 2.1 years, which is less than the 3 years we recommend for fund selection and retention purposes. COMMENTARY ON FUND AND BENCHMARK CHANGES, ADDITIONS, AND REMOVALS One of the key responsibilities of HighMark Capital Management, the Trust's portfolio manager is to determine which investments are appropriate for the Trust's assets. It is also the portfolio manger's responsibility to determine if previously selected investments are still appropriate given changes in market conditions. Below we identify the fund changes in the Trust portfolio, and comment on the potential effects of those changes. Sentinel Common Stock I replaced Manning & Napier Equity sometime in the second quarter of 2012. Assuming the change happened at the start of the quarter, the change would have benefited the Trust's performance. Over the time period of April 1, 2012 to December 31, 2012, Sentinel Common Stock I had returns of 2.68% whereas Manning & Napier Equity had returns of 2.46 %. Schroder Emerging Market Equity Inv replaced RS Emerging Markets Y sometime in the fourth quarter of 2012. Assuming the change happened at the start of the quarter, the change would have benefited the Trust performance. Over the time period from October 1, 2012, to December 31, 2012, Schroder Emerging Market Equity Inv had returns of 7.0% whereas RS Emerging Markets Y had returns of 1.40 %. Lazard Emerging Markets Equity Instl was removed from the Trust sometime in the first quarter of 2012. Assuming the removal happened at the start of the quarter, the change would have been detrimental to the Trust's performance. Over the time period from January 1, 2012 to December 31, 2012, Lazard Emerging Markets Equity Instl had returns of 22.36% whereas RS Emerging Markets Y, the other emerging markets fund in the Trust, had CENTRAL CONTRA COSTA SANITARY DfSTR ICT GASB 45/0TH ER POST- EMPLOYMENT BENEFITS TRUST REPORT FOR THE PERIOD ENDING DECEMBER 31, 2012 returns of 13.47 %. If Schroder Emerging Market Equity Inv had been in the Trust during that same time period, it would have provided returns of 21.73 %. In the first quarter of 2012, the PIMCO High Yield Instl fund was added to the portfolio, most likely to diversify the portfolio. HighMark Capital Management has not made any benchmark changes to their funds, but their choice of benchmarks could be more appropriate. For instance, they compare Harbor Capital Appreciation, a Large Growth fund, to the S &P 500 Index of large blend stocks. We believe that a more appropriate index would be the S &P 500 Growth Index. We note that Harbor uses the Russell 1000 Growth Index as the fund's primary benchmark, and uses the S &P 500 Index as a secondary benchmark. On pages 12 through 14 of this report, we compare the Trust investments to indexes that are more reflective of their asset class. SUMMARY OF EXCESS RETURNS Calculating "excess returns' is a useful way to determine whether actively managed funds add value relative to an indexed approach over extended time periods. We calculate and report trailing 10 year cumulative excess returns for each fund used in the portfolio, beginning on page 17. The trailing 10 year cumulative excess return is the value added or subtracted by trading strategies over the fund's comparative passive benchmark, which is derived from a regression of the fund's performance on various indexes. A large positive excess return suggests that the fund's active management is adding value over that of a comparable indexing strategy. However, a lower value may not indicate poor management. Lower values may not be statistically or economically significant; or, may be an artifact only of the sampling period; or, may simply reflect the unavoidable fact that the fund is investing in an asset class that imposes high liquidity costs. Many of the funds in the Trust have positive excess returns; four of the funds have negative excess returns, and only two of those have negative excess returns larger than 1 %. Looking at a 10 year period can be somewhat misleading, since a portfolio manager has the benefit of hindsight when selecting funds, and likely selected funds with positive historical selection returns. Evaluating the excess returns of the funds over a shorter trailing three -year period is more relevant to Central San, but the results would be less statistically significant. A general statement of whether a fund's active management has added or subtracted value is nonetheless informative in evaluating the portfolio manager's ability to select actively managed funds. We can observe the slope of each fund's cumulative excess return line over the last three years, to determine how the fund has performed recently. A "Positive" evaluation suggests that the portfolio manager has selected a fund with a management approach that has been beneficial; a "Negative" evaluation suggests that the portfolio manager has selected a fund with a management approach that has been detrimental; a "Flat" evaluation suggests that the portfolio manager has selected a fund with a management approach that has performed similar to its benchmark. For the most part, the portfolio manager has shown modest skill in selecting actively managed funds, used over the past three years. Three of the funds have positive trends, and only one fund has a negative trend; all the other funds have relatively flat trends. C E N T R A L C O N T R A COSTA S A N I T A R Y D I S T R I C T G A S B 45/OTHER P O S T - E M P L O Y M E N T B E N E F I T S T R U S T R E P C R T F O R T H E P E R I O D F N D ; N C D E C E M P E R i 1 . 2 0 1 2 The following table summarizes our evaluation of the excess returns generated by each fund used within the Trust, as of December 31, 2012: Trailing 10 Year Trailing 3 Year Cumulative Excess Cumulative Excess Fund Name Category Returns Returns Trend H b ar or Capital Appreciation Inst I Large Growth -1.74% T. Rowe Price Growth Stock Large Growth 1.54% Columbia Contrarian Core Z Large Blend 8.32% Sentinel Common Stock I _ Large Blend 5 77 %1 T. Rowe Price Equity Income Large Value -0.61% Loomis Sayles Value Y Large Value 8.99% HighMark Geneva Mid Cap Growth Fiduciary Cap Growth — 156 %Z TIAA -CREF Mid -Cap Value Instl - - - -- Mid Cap Value - -- - - _ - 16.25/ o T. Rowe Price New Horizons Small Growth 22,83% Columbia Small Cap Value Fund II Z Small Value Nuveen Real Estate Secs I Real Estate MFS International Growth I Foreign Large Growth HighMark International Opportunities Fid Foreign Large Blend Dodge & Cox International Stock Foreign Large Value Schroder Emerging Market Equity Inv Emerging Markets HighMark Diversified Money Market Fid Market Vanguard Short -Term Investment -Grade Adm Short Term Bond HighMark Bond Fid Intermediate Term Bond PIMCO Total Return Instl Intermediate Term Bond -PIMCO High Yield Instl High Yield Bond 3.88_% 18.53% 11.46% 1.37 %3 13.71% 4.23 %4 N/A -0.68% 3.42% 16.94% -5.96% ' A shares used since I shares have brief history. z A shares used since Fiduciary shares have brief history. 3 M shares used since Fiduciary shares have brief history. 4 Evaluation period is since the fund's inception, April 2006, which is less than a ten year period. N <_ Flat Flat Flat Flat Flat _ Flat Flat Positive Flat Flat Positive Flat - -- Flat Flat N/A Flat Flat Positive Flat CENTRAL CONTRA COSTA SANITARY DISTRICT GASB 45/10THER POST - EMPLOYMENT BENEFITS TRUST R E P O R T F O R T H E P E R I O D E N D I N G D E C E M B E R 3 1 . 2 0 1 2 REVIEW OF HIGHMARK CAPITAL MANAGEMENT SERVICE AGREEMENT /DOCUMENTS HighMark Capital Management does not appear to operate under the terms of a traditional, comprehensive Service Agreement. Rather, the terms under which HighMark Capital Management operates seem to be dispersed among various documents, including the "Public Agencies Post - Retirement Health Care Plan Trust Agreement ", the "Public Agencies Post - Retirement Health Care Plan Master Plan Document ", the "Adoption Agreement to the Public Agencies Post - Retirement Health Care Plan ", the "Mutual Fund Disclosure Statement for Business Trust (Non- ERISA) – Discretionary Accounts" and the "Investment Strategy Selection and Disclosure Form PARS OPEB (GASB 45) ". While there is no regulatory requirement that we are aware of that mandates the use of a comprehensive Service Agreement, the use of multiple documents makes it more difficult to evaluate services, and potentially creates compliance issues if the change to a service arrangement impacting one document isn't correctly tracked to other documents —as appears to be the case in the change of trustee, as noted further below. Section 5.1 of the Trust Agreement (page 14) provides that "If the Employer elects a discretionary approach, the Employer shall further elect between the various investment strategies offered and the Trustee, in accordance with Article IV, shall have absolute discretion over the investment of the Assets held in such Employer's Agency Account." This appears to be the arrangement elected by Central San. On Section A.4.1 of the Adoption Agreement, the box marked "a. Discretionary Investment Approach" is selected. Similarly, the "Investment Strategy Selection and Disclosure Form" indicates that "Union Bank of California, N.A. has been or is appointed Investment Manager of the above - referenced Plan ". Further, Central San has executed the "Discretionary Trustee Fee Schedule" attached to the "Investment Strategy Selection and Disclosure Form ". Thus, it appears reasonably clear that Union Bank of California, N.A., operating through its HighMark Capital Management subsidiary, is intended to serve as discretionary Investment Manager for the Trust. However, the scope and limitations on discretion are not laid out in the form we would normally see in a Service Agreement. The "Mutual Fund Disclosure Statement" indicates that "...no investment advisory fee is charged to your account for any Bank managed account assets invested in the Funds." This arrangement is typical when a portfolio manager, such as HighMark Capital Management, considers the use of proprietary mutual funds —to pay HighMark for both portfolio advisory and fund management services on the same assets would appear to be an inappropriate form of "double dipping" that incents HighMark to use its own funds. While we note that HighMark funds are used in the Trust portfolio, they do not appear to be used excessively. However, as noted in the fee evaluation section, the HighMark funds generally have higher relative expense ratios than the non - proprietary mutual funds used in the portfolio. CHANGE OF TRUSTEE In February 2012, US Bancorp subsidiary, US Bank National Association entered into a definitive agreement to purchase the institutional trust and custody division of Union Bank. We understand that this sale subsequently closed, and that Union Bank's former trust operations are now owned and operated by US Bancorp. We further understand that the sale to US Bancorp did not include HighMark Capital Management, Union Bank's investment management subsidiary. However, the document forms we received and reviewed do not appear to reflect the change in trustee from Union Bank to US Bancorp. Perhaps more importantly, the document forms do not appear to ep rmit discretionary investment management to be provided by an entity that is unrelated to the trustee. The Trust Agreement indicates that "the Trustee ... shall have absolute discretion over the investment of the Assets held in such Employer's Agency Account." While it's possible that US Bancorp has in turn delegated its discretionary authority to HighMark Capital Management, we did not receive or review any documentation indicating such delegation. We recommend that Central San should restate the Trust Agreement to reflect the new arrangement with US Bancorp. We further recommend that Central San should learn more about any contractual arrangements for discretionary investment management authority that might have been executed between US Bancorp and HighMark Capital Management, to confirm that HighMark continues to be properly authorized to manage Trust assets, following the sale of the institutional trust and custody division of Union Bank to US Bancorp. CENTRAL CONTRA COSTA SANITARY DISTRICT GASB 45/OTHER POST- EMPLOYMENT BENEFITS TRUST REPORT FOR THE PERIOD ENDING DECEMBER 31, 2012 POSSIBLE FUTURE ASSET SALES BY UNION BANK In addition to the February 2012 sale of its institutional trust and custody division to US Bancorp, Union Bank has recently sold other institutional service groups. In November 2007, signed a definitive agreement to sell its retirement recordkeeping business to Prudential Retirement, a subsidiary of Prudential Financial, Inc. Given the ongoing contraction of Union Bank's institutional service groups, it's possible that other operations might be sold, potentially including Union Bank's investment management subsidiary, HighMark Capital Management. FEES The fee analysis is intended to assure that the Trust pays reasonable fees, given the types of investments used and services provided. The elements evaluated in this fee analysis include: • Underlying fund expense ratio, which reflects the total annual operating expenses of the fund, including investment management and administration, expressed as a percentage of assets, as reported in the fund's prospectus. • Total fund fee, which is an estimate of the annual cost of holding the fund in dollar terms, based on the balanced held in the fund on December 31, 2012. • Expense ratio rank in category, which reflects how each investment option's expense compares to other mutual fund options in the same investment category. The lower the number, the lower the fund's relative cost. For example, an expense ratio rank in category of "1" would be the lowest cost percentile of all funds in the category. • PARS fee. • HighMark investment management fee. • Trust fees, which we understand our waived, since Since the Trust is an institutional investor, we expect the Trust to select funds offering institutional pricing. This means that each fund's expense rank in category should be lower than 50 (first or second quartile costs), and preferably, lower than 25 (first quartile costs). Only the HighMark Diversified Money Market Fid fund ranks in the bottom half of funds in its category, based on expenses. Six other funds rank in the second quartile of their respective categories. Of those six, three are HighMark funds. The costs of investing in the HighMark funds are somewhat offset by the fact that HighMark waives its investment management fees on assets held in HighMark funds. The total amount of assets held in HighMark funds is $6,420,624; the remaining $19,914,796 held in non - HighMark funds is subject to High Mark's investment management fee, estimated to be $47,372. The Trust's weighted expense ranks in the top quartile, consistent with our low cost expectations. Total Trust expense attributable to the underlying funds is estimated to be $176,089, or 0.67% of the Trust's $26,335,420 worth of total assets. With underlying fund expense estimated to be $176, 089, HighMark investment management fee estimated to be $47,372, and the PARS fee estimated to be $52,000, the estimated overall cost of the Trust is $275,464 per annum, which results in an overall fee of 1.05% of the Trust's $26,335,420 asset base. The cumulative cost structure for PARS operational services, HighMark Capital Management advisory services, and the cost of the underlying funds is higher than we would expect to see for a portfolio of similar size. We recommend that Central San consider potential ways to reduce the cost of operating the Trust. Our fee analytics begin on page 39. C E N T R A L C O N T R A COSTA S A N I T A R Y D I S T R I C T GAS B 45/OTHER P O S T - Em P L O Y M E N T B E N E F I T S T R U S T R E P O R T F O R T H E P E R I O D E N D I N G D E C E M B E R 3 1 , 2 0 1 2 SCLC generally employs a set of specific criteria to evaluate mutual funds offered through plans. These criteria typically include minimum performance thresholds and other objective characteristics. We suggest applying these criteria for both the initial selection of funds, and for the ongoing evaluation of funds. We also suggest using different criteria for actively managed, indexed, and target date mutual funds. Our recommended selection and monitoring criteria for actively managed funds include the following: ACTIVELY MANAGED MUTUAL FUNDS RISK We suggest that a fund's Standard Deviation (i.e., its statistical measure of risk) should not be more than 25% higher than the average three -year standard deviation for funds in the same category. RELATIVE PERFORMANCE We suggest that that the performance of each mutual fund (i.e., the three year total rate of return) should be in the top half of funds in a similar investment category (percentile rank between 1 and 50. EXPENSE RATIOS We suggest that each actively managed fund have an expense ratio that is no greater than the average expense ratio of the relevant category. CONSISTENCY OF FUND MANAGEMENT We suggest that each actively managed fund should demonstrate manager consistency by having average manager tenure of at least three years. - _ __ 1, 3 L A W S 0 N C H A M 8 E R 5. I N C. 1 1 H U L T Z C 0 L L I N S L A W S 0 N C H A M 0 E R S. CENTRAL CONTRA COSTA SANITARY DISTRICT GASB 45 /OTHER POST- EMPLOYMENT BENEFITS TRUST R E P O R T F O R T H E P E R I O D E N D I N G D E C E M B E R 3 1 , 2 0 1 2 TABLE 5. MUTUAL FUND PERFORMANCE SUMMARY AND OVERVIEW 12 12 Percentile Percentile 3 Year Percentile Prospectus Month Rankin 3 Year Rankin Standard 5 Year Rankin Turnover Manager Expense Fund Name Return Category Return Category Deviation Return Category Ratio Tenure Ratio (Net) Large Growth Harbor Capital Appreciation Instl 15.69 43 9.11 _._ 17.27 2.99 17 41 22.8 0.67 T. Rowe Price Growth Stock 18.92 14 11.25 17 18.03 2.64 22 30 5.3 0.70 Morningstar Large Growth Average 15.34 - 9.30 - 17.35 1.12 - 74 6.1 1.28 S &P 500 Growth Index 14.61 - 11.33 - 15.08 3.39 - - - _ Large Blend Columbia Contrarian Core Z 18.67 10 10.96 14 16.74 3.91 5 62 7.9 0.95 Sentinel Common Stock 1 14.92 56 10.36 26 15.47 2.43 15 8 10.6 0.78 Morningstar Large Blend Average 14.96 - 9.05 - 16.08 0.68 - 71 5.9 1.18 S &P 500 Index 16.00 - 10.87 - 15.30 1.66 - - - _ Large Value T. Rowe Price Equity Income 17.25 21 10.26 28 15.68 1.58 29 15 27.3 0.68 Loomis Sayles Value Y 19.70 4 9.20 50 16.94 0.85 44 25 10.2 0.73 Morningstar Large Value Average 14.57 - 9.03 - 15.74 0.32 - 77 6.0 1.21 S &P 500 Value Index 17.68 - 10.47 - 15.98 -0.15 - - - _ Mid Cap Growth HighMark Geneva Mid Cap Growth Fiduciary 9.97 85 13.64 16 16.86 4.87 16 17 8.9 1.13 Morningstar Mid -Cap Growth Average 14.07 - 11.08 - 18.47 1.74 - 91 6.1 1.39 S &P MidCap 400 Growth Index 17.27 - 14.90 - 18.25 5.95 - - - _ Mid Cap Value TIAA -CREF Mid -Cap Value Instl 16.60 47 11.40 38 16.97 2.45 59 33 9.5 0.46 Morningstar Mid -Cap Value Average 16.60 - 10.77 - 17.79 2.88 - 74 6.6 1.33 S &P MidCap 400 Value Index 18.53 - 12.40 18.35 4.34 - - - Small Growth T. Rowe Price New Horizons 16.20 23 18.61 1 18.29 8.00 1 44 2.9 0.81 Morningstar Small Growth Average 13.15 - 11.74 - 20.37 2.55 - 92 6.6 S &P SmallCap 600 Growth Index 14.56 - 14.96 - 18.47 5.51 - - - 1.50 Small Value Columbia Small Cap Value Fund II Z 14.57 60 12.00 37 21.21 3.14 73 41 10.4 1.06 Morningstar Small Value Average 16.00 - 11.04 - 19.77 4.20 - 72 6.3 1.45 S &P SmallCap 600 Value Index 18.21 13.29 20.24 4.72 - - H U L T Z C 0 L L I N S L A W S 0 N C H A M 0 E R S. CENTRAL CONTRA COSTA SANITARY DISTRICT GAS 45/OTHER POST- EMPLOYMENT BENEFITS TRUST R E P O R T F O R T H E P E R I O D E N D I N G D E C E M B E R 31, 2 0 1 2 TABLE 5. MUTUAL FUND PERFORMANCE SUMMARY AND OVERVIEW (CONTINUED) 12 Percentile Percentile 3 Year Percentile Prospectus Month Rankin 3 Year Rankin Standard 5 Year Rankin Turnover Manager Expense Fund Name Return Category Return Category Deviation Return Category Ratio Tenure Ratio (Net) Real Estate Nuveen Real Estate Secs 1 18.34 22 18.60 10 18.06 7.26 12 21 7.7 1.04 Morningstar E Real Estate Average 17.60 - 17.29 - 17.64 4.86 - 77 7.0 1.39 DJ US Select REIT Index 17.12 - 17.94 - 18.61 5.08 - - - - Foreign Large Growth MFS International Growth 1 19.71 30 7.24 33 18.73 0.45 9 39 2.1 1.12 Morningstar Foreign Large Growth Average 17.70 - 5.77 - 19.46 -2.26 - 56 5.8 1.43 MSCI EAFE Growth Index 16.86 - 4.85 - 19.12 -3.09 - - - - Foreign Large Blend HighMark International Opportunities Fid 20.87 17 4.50 35 20.46 -3.97 58 102 6.4 1.27 Morningstar Foreign Large Blend Average 18.29 - 3.89 - 19.70 -3.60 - 75 5.2 1.40 MSCI EAFE Index 17.32 - 3.56 - 19.65 -3.69 - - - - Foreign Large Value Dodge & Cox International Stock 21.03 12 4.96 19 21.00 -1.89 11 16 8.3 0.64 Morningstar Foreign Large Value Average 16.21 - 3.04 - 19.79 -4.24 - 52 5.0 1.39 MSCI EAFE Value Index 17.69 - 2.19 - 20.56 -4.34 - - - - Emerging Markets Schroder Emerging Market Equity Inv 21.73 20 4.79 54 21.91 -0.03 20 47 6.9 1.25 Morningstar Diversified Emerging Mkts Average 18.15 - 4.26 - 21.43 -2.16 - 80 3.4 1.66 MSCI EM Index 18.22 4.66 21.80 -0.92 - - - Intermediate Term Bond HighMark Bond Fid CENTRAL CONTRA COSTA SANITARY DISTRICT GAS 45/OTHER POST- EMPLOYMENT BENEF ITS TRUST 49 7.05 45 2.39 6.67 35 R E P O R T F O R T H E P E R I O D E N D I N G D E C E M B E R 31, 2 0 1 2 TABLE 6. TARGET DATE FUND PERFORMANCE SUMMARY AND OVERVIEW 3.25 8.34 7 584 25.8 0.46 Morningstar Intermediate -Term Bond Average 12 Percentile Percentile 3 Year 6.08 - Percentile 6.1 Prospectus Barclays US Agg Bond Index Month Rankin 3 Year Rankin Standard 5 Year Rankin Turnover Manager Expense Fund Name Return Category Return Category Deviation Return Category Ratio Tenure Ratio (Net) Money Market Taxable 14.55 53 10.82 41 7.20 8.39 43 50 3.1 0.55 HighMark Diversified Money Market Fid 0.02 27 0.06 14 0.02 0.72 8 14.3 0.57 Morningstar US Money Market Taxable Average 0.03 - 0.03 - - 0.46 - - - USTREAS T -Bill Cnst Mat Rate 3 Mon Index 0.08 - 0.10 - 0.03 0.51 - - - - Short Term Bond Vanguard Short-Term Investment -Grade Adm 4.63 29 3.98 23 1.55 4.12 26 47 4.8 0.11 Morningstar Category: Short-Term Bond Average 3.67 - 3.21 - 1.49 3.30 - 134 7.0 0.85 Barclays Credit 1 -5 Yr Index 5.51 4.66 1.98 5.17 - - - Intermediate Term Bond HighMark Bond Fid 6.88 49 7.05 45 2.39 6.67 35 44 13.2 0.72 PIMCO Total Return Instl 10.36 12 7.75 26 3.25 8.34 7 584 25.8 0.46 Morningstar Intermediate -Term Bond Average 7.01 - 6.96 - 2.75 6.08 - 234 6.1 0.92 Barclays US Agg Bond Index 4.21 - 6.19 - 2.42 5.95 - - - - High Yield Bond PIMCO High Yield Instl 14.55 53 10.82 41 7.20 8.39 43 50 3.1 0.55 Morningstar High Yield Bond Average 14.67 - 10.49 - 7.18 8.02 - 79 5.7 1.15 Credit Suisse HY Index 14.71 11.45 6.45 9.53 - - - C H U L T Z C 0 L L I N S L A W S 0 N C H A M B E R S. I N C C E N T R A L C O N T R A C O S T A S A N I T A R Y D I S T R I C T GAS B 4 5 / O T H ER POST- EM P L O Y M E N T B E N E F I T S T R U S T R E P O R T F O R T H E P E R I O D E N D I N G D E C E M B E R 3 1 , 2 0 1 2 This section of the report provides information about each of the funds in a number of areas including: BENCHMARK STYLE ANALYSIS Developed by Nobel Laureate William Sharpe in 1990, Benchmark Style Analysis seeks to match the returns of a mutual fund to a mix of benchmark asset classes that best fits its behavior. This is done with the assumption that an historical analysis of return volatility facilitates prediction of future fund behavior and manager performance. It is important to note that style analysis does not attempt to find the exact investment holdings of a mutual fund. A prospectus or shareholder report can tell you a fund's objective or its current holdings. However, a shareholder report cannot explain the past behavior of the fund. A fund's stated objective does not guarantee that it will behave in that fashion. Through a multi- regression return analysis, benchmark style analysis discerns the mix of asset classes that is most similar to the fund's actual behavior. In other words, a fund may call itself a "growth fund" but behave like a value fund and, therefore, should be considered as a value component of an asset mix. For example, a domestic equity mutual fund investing in stocks that derive a majority of their revenue from sales abroad will clearly be influenced by factors in foreign economies. If the foreign economies go into recession, the fund will be affected. In this way, the fund, although domestic, responds to factors in foreign economies with a manner similar to an international equity fund. This is essential information in mapping the fund into an asset mix derived from basic asset classes. We use Benchmark Style Analysis to determine each fund's Overall Effective Asset Mix and Rolling Style Benchmark. We also use the analysis to determine the extent to which the various domestic equity funds cover the range of potential equity investment styles, and how consistent each fund's style orientation has been over time. OVERALL EFFECTIVE ASSET MIX The Overall Effective Asset Mix reflects the static mix of asset classes that best explains the fund's performance across the entire period under evaluation. It reflects how the fund would have performed if the fund's manager had made no market timing or security selection decisions. ROLLING STYLE BENCHMARK The Rolling Style Benchmark is a type of moving average, reflecting monthly changes in the fund's Effective Asset Mix. The color plot for the graphic is calculated as follows: 1) A constrained regression analysis of the first 36 months of fund returns defines the initial benchmark portfolio. This initial benchmark is represented by the color distribution at the far left of the graphic. 2) The color distribution for every other point on the graph represents the results of a similar regression analysis using an updated (by one month) set of 36 monthly data points. The final color distribution represents the results of the regression analysis for the 36 months of data ending December 31, 2012. OVERALL STYLE /SELECTION The portion of a fund's overall returns that can be explained by the historical return of its corresponding benchmark, derived from the overall effective asset mix, versus the portion that cannot. S C H U L T Z C 0 L L > L A W S 0 N C H A M 9 E R 5. I N CENTRAL CONTRA COSTA SANITARY DISTRICT GASB 45/OTHER P05T- EMPLOYMENT BENEFITS TRUST R E P O R T F O R T H E P E R I O D E N D I N G D E C E M B E R 3 1 , 2 0 1 2 FUND /BENCHMARK HISTORICAL CORRESPONDENCE The historical correspondence is a measure of how much of a fund's performance can be explained by the performance of its corresponding benchmark over rolling 36 month periods. If a fund matches its benchmark perfectly over a given 36 month period, the historical correspondence value is 100 %. If a fund's returns bear no relationship to those of its benchmark, the historical correspondence value is 0 %. Investors owning index funds, for example, should expect historical correspondence close to 100 %. MONTHLY EXCESS RETURNS The month -to -month returns difference between the fund and its comparative benchmark. Positive excess return signifies that the fund has earned a return greater than its benchmark for the given month. Negative excess return signifies that the fund's return has lagged the benchmark. CUMULATIVE EXCESS RETURNS The amount (per $1.00 of initial investment) added or subtracted by trading strategies over the fund's comparative benchmark in the time period. Investors like to see values in excess of $1.00. However, a lower value may not indicate poor management. Lower values may not be statistically or economically significant; or, may be an artifact only of the sampling period; or, may simply reflect the unavoidable fact that the fund is investing in an asset class that imposes high liquidity costs. BENCHMARKS USED The Benchmark Style Analysis compares funds against a series of individual asset class benchmarks to determine which benchmark or combination of benchmarks best explains performance of the fund. We maintain three sets of benchmarks, one set for Fixed - Income funds one set for Domestic Equity funds and one set for International Equity funds. The benchmark sets include the following asset classes: Fixed Income US Short Corp Bonds US Short Gov't Bonds US Intermediate Corp Bonds US Intermediate Gov't Bonds US Long Corp Bonds US Long Gov't Bonds US Corp High Yield Bonds Thirty Day Treasuries Global Bonds Domestic Equity US Large Growth Stocks US Large Value Stocks US Mid Size Growth Stocks US Mid Size Value Stocks US Small Growth Stocks US Small Value Stocks MSCI EAFE Stocks Thirty Day Treasuries US Long Bonds US Intermediate Bonds Real Estate Stocks International Equity Large Europe Growth Stocks Large Europe Value Stocks Large Pacific Growth Stocks Large Pacific Value Stocks Emerging Market Stocks Small Europe Stocks Small Pacific Stocks Thirty Day Treasuries Aggregate US Bonds Total US Stocks 5 Asset classes are represented by the following indexes: US Large Growth Stocks = S &P /Citigroup 500 Growth; US Large Value Stocks = S &P /Citigroup 500 Value; US Mid Size Growth Stocks = S &P /Citigroup MidCap 400 Growth; US Mid Size Value Stocks = S &P /Citigroup MidCap 400 Value; US Small Growth Stocks = S &P /Citigroup Small Cap 600 Growth; US Small Value Stocks = S &P /Citigroup Small Cap 600 Growth; US Long Bonds = Ibbotson US Long Gov't Bond Index; US Intermediate Bonds = Ibbotson US Intermediate Gov't; Real Estate Stocks = NAREIT Equity Index; Large Europe Growth Stocks = MSCI Europe Growth Index; Large Europe Value Stocks = MSCI Europe Value Index; Large Pacific Growth Stocks = MSCI Pacific Growth Index; Large Pacific Value Stocks = MSCI Pacific Value Index; Emerging Market Stocks = MSCI Emerging Markets (Free) Index; Small Europe Stocks = MSCI Europe Small Cap (Cap Appr) Index; Small Pacific Stocks = MSCI Pacific Small Cap (Cap Appr) Index; Aggregate US Bonds = Barclays Aggregate Bond Index; Total US Stocks = Wilshire 5000 Total Market Index; US Short Corp Bonds = Barclays Capital Credit 1 -5 Year Index; US Short Gov't Bonds = Barclays Capital Government 1 -5 Year Index; US Intermediate Corp Bonds = Barclays Capital Intermediate Credit Index; US Intermediate Gov't Bonds = Barclays Capital Intermediate Government Index; US Long Corp Bonds = Barclays Capital Long Credit Index; US Long Gov't Bonds = Barclays Capital Long Credit Index; US Corp High Yield Bonds = Barclays Capital Corporate High Yield Index; Global Bonds = Citi World Government Bond Index. CENTRAL CONTRA COSTA SANITARY DISTRICT GAS 45 /OTHER POST- EMPLOYMENT BENEFITS TRUST R E P O R T F O R T H E P E R I O D E N D I N G D E C E M B E R 31, 2 0 1 2 The following tables break down the fees for the Trust: As of: 12/31/2012 LARGE GROWTH FUNDS Harbor Capital Appreciation Intl T. Rowe Price Growth Stock LARGE BLEND FUNDS Columbia Contrarian Core Z Sentinel Common Stock I LARGE VALUE FUNDS T. Rowe Price Equity Income Loomis Sayler Value Y MID -C4P GROWTH FUNDS HighMark Geneva Mid Cap Growth Fiduciary• MID -CAP VALUE FUNDS TIA.A -CREF Mid -Cap Value lmwl SMALL GROWTH FUNDS L Rowe Price New Horizons SMALL VALUE FUNDS Columbia Small Cap Value Fund 11 Z REAL ESTATE FUNDS Nuveen Real Ertate Secs I FOREIGN LARGE GROWTH FUNDS MFS International Growth I FOREIGN LARGE BLEND FUNDS HighMark International Importunities Fid FOREIGN LARGE VALUE FUNDS Dodge & Cox International Stock EMERGING MARKETS FUNDS Schroder Emerging :Market Equity Inv MONEY MARKET FUNDS HighMark Diversifwd Monet' Market Fid SHORT TERM BOND FUNDS Vanguard Short -Term Inve%tment -Grade Adm INTERMEDIATE TERM BOND FUNDS HighMark Bond Fid PLMCO Total Return Intl HIGH YIELD BOND FUNDS PLMCO High Yield Intl Plan Totals Expense Color Code SECOND QUART /LE EXPENSES THIRD QUARTILE EXPENSES s % S 11 1.28 3 $1,123,309 = $7,526 $1,124,599 $7,872 1.18 $1,186,095 0.95 $11,268 $1,183,599 ® $9,232 1.21 $1,513,057 $10,289 $1,513,410 $11,048 139 $594,065 1.13 $6,713 133 $727,026 $3,344 1.50 $663,060 $5,371 IA5 $1,061,369 $11,251 138 $457,764 1.04 $4,761 1A2 $328,754 1.12 $3,682 1A0 $395,186 1.27 $5,019 139 $328,006 $2,099 1.65 $996,057 $12,451 0M $982,142 0.57 $5,598 0.85 $2,686,205 $2,955 0.93 $4,449,231 0.72 $32,034 $4,497,212 $20,687 1.15 0.67% S C H U L T Z C 0 L L I N 5 L A W S 0 N C H A M B E R 5. I N C. 7 0.30 8 0.34 35 1.58 23 1.03 11 0.63 14 0.80 36 0.81 2 0.06 4 0.10 19 0.77 27 0.47 29 0.36 44 0.66 5 0.06 19 0.72 57 2.13 2 0.20 37 6.25 11 1.88 3 0.06 N/A 18.57 CENTRAL CONTRA COSTA SANITARY DISTRICT GASB 45/OTHER POST - EMPLOYMENT BENEFITS TRUST R E P O R T F O R T H E P E R I O D E N D I N G D E C E M B E R 31, 2 0 1 2 For Trust Assets From: Annual Rate: Amount $0 - $10,000,000 0.25% $25,000 $10,000,001 - $15,000,000 0.20% $10,000 $15,000,001- $50,000,000 0.15% $17,003 $50,000,001 and above 0.10% $0 Total PARS Fee $52,003 Breakdown of Assets: Amount Total Trust Assets $26,335,420 Amount in HighMark Funds $6,420,624 Amount subject to HighMark Fee: $19,914,796 For Amount Subject to HighMark Fee From: Annual Rate: Amount $0 - $5,000,000 0.35% $17,500 $5,000,001- $10,000,000 0.25% $12,500 $10,000,001- $15,000,000 0.20% $10,000 $15,000,000 - $50,000,000 0.15% $7,372 $50,000,000 and above 0.10% $0 Total HighMark Investment Management Fee $47,372 Overall Fees Fee Breakdown % of Trust Assets Amount Fund Level Fees 0.67% $176,089 PARS Fee 0.20% $52,003 HighMark Investment Management Fee 0.18% $47,372 Grand Total of Fees 1.05% $275,464 H U L T Z C 0 L L! N S L A W S 0 N C H A M B E R S. I N C 4 0 5. Central Contra Costa Sanitary District August 12, 2013 TO: BUDGET AND FINANCE COMMITTEE FROM: THEA VASSALLO, FINANCE MANAGER VIA: CURT SWANSON, PROVISIONAL GENERAL MANAGER SUBJECT: EXPENDITURE FOLLOW -UP At the July 23, 2013 Budget and Finance Committee meeting, staff was asked to provide additional information on the following: Check Date Amount Vendor #195897 6/27/13 $2,400.00 RotoMetals, Inc. Why was there no tax charged? #195923 7/3/13 $140,000.00 Blue Sky Environmental A report to include a copy of the contract and invoice. #195942 7/3/13 $10,394.33 Fieldman, Rolapp & Associates More info on Fieldman, Rolapp's next steps. #195982 7/11/13 $2,290.00 AMACS #195998 7/11/13 $7,321.74 ChemStation of Northern CA Are the two expenditures related and more information on each charge. #196054 7/11/13 $88,777.09 SunGard Public Sector, Inc. More info. Vendor RotoMetals, Inc. billed the District for sales tax on a separate invoice in the amount of $199.75. Both the original and sales tax invoice are attached for your review. The invoice from Blue Sky Environmental, Inc. in the amount of $140,000.00 is for testing of the Multiple Hearth Furnace No. 1. The technical consulting services agreement was approved by the Board at the February 7, 2013 Board meeting. Service includes compliance with the Title V Air Permit and Section 129 emission limits. A copy of the Position Paper, invoice, and contract Agreement for Technical Consulting Services is attached for your review. Expenditure Follow Up Central Contra Costa Sanitary District Page 2 of 2 The Fieldman, Rolapp & Associates invoice for $10,394.33 was for consulting services covering the period of March 5, through May 29, 2013. The invoice includes 34.1 hours of consulting time and $986.83 in travel expense reimbursement per the signed contract. On March 4, 2013 the Budget and Finance Committee reviewed the following: 1.) Basic concept of no Pension Obligation Bonds (POBs) versus using POBs 2.) POB analysis and fact findings — PROs versus CONs Summary 3.) Impact on Sewer Service Charge (SSC) rates based on POBs issued for 18 -year period in various amounts 4.) Second Opinion from Andrew Brown, CFA, with HighMark Capital Management, and 5.) Cost of POB Issuance. The issuance of POBs was analyzed for approximately a one -year period (April 2012 — March 2013) by the last two General Managers, staff, and the Budget and Finance Committee. It was determined that issuance of POBs was not in the best interest of the District due to various uncontrollable factors. Fieldman, Rolapp & Associates presented a final summary of their findings at the March 7, 2013 Board meeting. No further action was taken by the Board due to the risk factors associated with POBs, the additional SSC rate increase required to cover the additional debt, and the need to reserve the District's bonding capacity for funding of capital projects. The District received the final report, "Update to Memorandum on Management of Pension Liabilities and Impact on District Cash Balances and Financing Capacity," which included corrections to their November 5, 2012 memorandum and the analysis model on June 10, 2013. The contract has been completed and has subsequently been closed. A copy of the invoice is attached for your review along with a summary of the total paid. The AMACS and the ChemStation invoices are related but are for different odor control items. The AMACS invoice is for a mesh blanket -like material that goes inside a tower odor control unit that scrubs foul air before it is released into the atmosphere. The ChemStation invoices are for bulk chemical products that are mixed with water and misted along the District's fence lines to mask odors. A copy of the invoices are attached for your review. The Sungard Public Sector, Inc. invoice in the amount of $88,777.09 is for the Fiscal Year 2013 -14 annual software renewal. The software renewal covers nine Information Technology (IT) contracts that include Human Resources, Building Permits, Finance and Accounting, Customer Information, System Mods, Click2Gov, and Web maintenance. A copy of the invoice and credit issued are attached for your review. Invoice Date Invoice # , NON- FERROUS METALS AND CUSTOM ALLOYS 7/29/2013 19848 865 Estabrook St San Leandro,Ca 94577 Bill To CENTRAL CONTRA COSTA SANITARY DISTRICT 5019 IMHOFF PLACE MARTINEZ, CA- 94553 -4392 Customer Phone Customer Fax 928 - 228 -9500 Ship To S.O. No. P.O. Number Terms Due Date Rep Ship Via 12320 040590 Net 30 8/28/2013 Ryan 7/29/2013 Quantity Item Code Description LIN Price Each Amount Misc Ser Tax for Invoice 19695 - CO \( Saes Tax CONTRA COSTA CO. 025 v F 'Vb /N /A SA a0 OF_1 / CENITR AL CONTRA LC? 'Al f SANITARY DiSTRIC,� ti Ad- 'V Ic 199.75 8.50% S 199.75 0.00 ANiGUM 1'16 S 3r'R I A,,AC t v T OT.4L $ INVUI C£ ACCURACY CKT BY APFROVED BY A: FPOVED BY 0ATE Total $199.75 Federal Tax ld Number 27- 0272756 Please Remit Payment To: Go Paper less - Access MSDS and W -9 Rotometals,lnc online at www.rotometals.com 865 Estabrook Street, San Leandro, Ca 94577 Phone 1- 800 - 779 -1102 Fax 1- 888 - 779 -1102 LETS GO GREEN! Let us know if we can email or fax you Invoices Instead of Mailing Date NON - FERROUS METALS AND CUSTOM ALLOYS 6/6/2013 865 Estabrook St San Leandro,Ca 94577 Bill To CENTRAL CONTRA COSTA SANITARY DISTRICT 5019 IMHOFF PLACE MARTINEZ, CA- 94553 -4392 Customer Phone Customer Fax 928 - 228 -9500 Invoice Invoice # 19695 S.O. No. P.O. Number Terms Due Date Rep Ship Via 12320 040590 Net 30 7/6/2013 Dave 6/6/2013 Our Truck Quantity Item Code Description U/M Price Each Amount 1,000 Misc Ser 1000 FT MAG RIBBON 3/4" X 3/8" 2.35 2,350.00 1 Shipping /... Drop Off Charge 50.00 50.00 2 week lead time REL (7 i tJ N�,t3 �19D CENTRAL CONTRA CO a :.-- � SANITARY D1STl?1 ACCGUNT NUMBER o -r AMOI"' O -D 10TAL $ a I'J�t?;CE ACCURACY CK'0 8Y ._ I-- 1 AFF gVED BY G r�7c T' '.. rn Y riT E �t v�vAV2 NiisS� —! -fA> E'6 S5-PA P_ 75, I - / ,Q_ � / / 7 Total $2,400.00 Payment To: LETS GO GREEN! Let Please Remit Pa Federal Tax [d Number 27- 0272756 Y Go Paper less - Access MSDS and W -9 Rotometals,Inc us know if we can email online at www.rotometals.com 865 Estabrook Street, or fax you Invoices San Leandro, Ca 94577 Instead of Mailing Phone 1 -800- 779 -1102 Fax 1- 888 - 779 -1102 Central Contra Costa Sanitary District BOARD OF DIRECTORS . Q. POSITION PAPER Board Meeting Date: February 7, 2013 Subject: AUTHORIZE THE GENERAL MANAGER TO APPROVE THE TECHNICAL CONSULTING SERVICES AGREEMENT WITH BLUE SKY ENVIRONMENTAL, INC., FOR MULTIPLE HEARTH FURNACE SOURCE TESTING Submitted By: Initiating DeptLDiv.: Randy Schmidt, Senior Engineer Plant Operations / Operations REVIEWED AND RECOMMENDED FOR BOARD ACTION: R. Schmidt, Senior Engineer __ I� A. Weer, Provisional Plant Operations Division Manager D. Craig, Interim Director of Plant Operations C. Swanson Provisional General Manager ISSUE: In accordance with purchasing procedures, Board authorization is required for the General Manager to execute a technical consulting services agreement in an amount greater than $100,000. RECOMMENDATION: Authorize the General Manager to approve a technical consulting services agreement not to exceed $140,000 with Blue Sky Environmental, Inc., for the testing of Multiple Hearth Furnace (MHF) No. 1 for the following: 1. Compliance with Title V Air Permit requirements,- $40,000. 2. Engineering evaluation to verify compliance with Section 129 emission limits - $100,000. FINANCIAL IMPACTS: The total anticipated cost for the source testing is $140,000. ALTERNATIVESICONSIDERATIONS: The Board could reject the proposed contract. This is not recommended for two reasons. First, the Title V Air Permit requires a source test of MHF No. 1 every 60 months, and failure to do so will result in enforcement action from the Bay Area Air Quality Management District. Second, the source test data from MHF No. 1 is needed to demonstrate that the District can meet current and future standards for sewage sludge incinerators (SSI) under Section 129 of the Clean Air Act Section (CAA). BACKGROUND: The District is required by the Title V Permit to conduct an emission test on MHF No. 1 every 60 months to demonstrate Title V compliance. Also, testing is required to determine whether the District can comply with the new Section 129 requirements of the CAA. The two tests are being completed simultaneously to minimize costs and reduce the number of furnace shutdowns. The 2013 source test is scheduled to begin early March 2013 and will last for approximately five calendar weeks. C:\ Users\ danderson\ AppData\ LocalXMicrosoft\WindowsXTemporary Internet Files \Content.OutlookM)VCG8C5G13lue Sky Contract 02 -07- 2013.doc POSITION PAPER Board Meeting Date: February 7, 2013 subject AUTHORIZE THE GENERAL MANAGER TO APPROVE THE TECHNICAL CONSULTING SERVICES AGREEMENT WITH BLUE SKY ENVIRONMENTAL, INC., FOR MULTIPLE HEARTH FURNACE SOURCE TESTING Staff requested cost estimates from four different source test companies for this work. The District selected Blue Sky Environmental, Inc., to conduct the 2013 testing of furnace air emissions because of cost and quality of personnel. The, scope for the 2013 source test on MHF No. 1 will include: 1. Five -year Title V compliance testing. 2. Engineering evaluation for meeting Section 129 emission limits and setting parametric monitor operating limits. Similar testing on MHF No. 2 was completed in the second quarter of 2012. The proposed source test on MHF No. 1 will complete the engineering evaluation and compliance testing of both furnaces. RECOMMENDED BOARD ACTION: Authorize the General Manager to approve the technical consulting services agreement with Blue Sky Environmental, Inc., in an amount not to exceed $140,000 for assistance with MHF source testing. C:\ Users \dandersonWppData \LocallMicrosoft \Windows \Temporary Internet Files \Content.Outlook\DVCG8C5G\Blue Sky Contract 02 -07- 2013.doc Blue Sky Environmental, Inc Cell 510.508.3469 624 San Gabriel Ave Office 510.525.1261 Albany, California 94706 blueskyenvironmental @yahoo.com INVOICE # 13037 FEIN 90- 0649500 Client Copy Invoice File SOLD TO: r ,�.. 6/3/13 CCCSD 5019 Imhoff Place Terms: Net 30 days Martinez, CA 94553 PO #: 040231 Attn.: Accounts Payable Site Address: CCCSD 5019 Imhoff Place, Martinez, California, 94553. Activity / Services Performed: Compliance Source Emissions testing on NII fF -1 for Particulates, PiM10, PM2.5, Metals, Dioxins and Furans, Hydrogen Chloride (IICI), SO2, NMOC, NOx, CO, CO2 and 02. Activity Date(s): March 5, 6, 7, 12, 13, 14, 19, 20 21, 26, 27, 28,", 2013 Labor Costs: Additional Costs Analysis Rental Materials Other Standby TOTAL THIS INVOICE AFTER 7/4/13 PAY AFTER 8/3/13 PAY $140,000.00 As Bid $0.00 $0.00 $0.00 $0.00 $140,000.00 IDue $142,100.00 > 30 Days $144,231.50 > 60 Days Past due invoices will be charged interest at a rate of 1.5% per month, based upon the original amount of the invoice. Please Remit Payment Promptly, to: BLUE SKY ENVIRONMENTAL 624 San Gabriel Ave, .albany, California 94706 FAX: (925) 825 -1437 CURTIS W. SWANSON Provisional General Manager KENTON L. ALM Counsel for the District (510) 808 -2000 ELAINE R. BOEHME Secretary of the District AGREEMENT FOR TECHNICAL CONSULTING SERVICES BETWEEN CENTRAL CONTRA COSTA SANITARY DISTRICT AND BLUE SKY ENVIRONMENTAL, LLC AGREEMENT NO. 040231 THIS AGREEMENT is made and entered into this day of 2013, by and between the CENTRAL CONTRA COSTA SANITARY DISTRICT, 5019 Imhoff Place, Martinez, California hereinafter called "DISTRICT," and BLUE SKY ENVIRONMENTAL, LLC (address) 624 San Gabriel Avenue, Albany, California, 94706, hereinafter called "CONSULTANT." WITNESSETH: WHEREAS, the DISTRICT desires to contract with CONSULTANT to provide technical consulting services necessary in connection with the Hearth Furnace; and WHEREAS, CONSULTANT is willing, and holds itself capable and qualified to contract with the DISTRICT to provide such technical consulting services; NOW, THEREFORE, in consideration of the mutual promises, covenants, agreements and the faithful performance of the terms and conditions set forth herein, the parties hereto agree as follows: ARTICLE 1 ENGAGEMENT OF CONSULTANT AND AUTHORIZATION TO PROCEED 1.1 The DISTRICT hereby engages CONSULTANT who hereby accepts the engagement to perform certain technical consulting services, namely, multiple heath furnace testing (See Exhibit A). (Technical consulting services to be C:\ Users \tvassallo\AppData \Local \Microsoft \Windows \Temporary Internet Files \Content.Outlook \M36G23YO \Blue sky environmental LLC Testing of Multiple Hearth Furnace emssions Randy Schmidt 040231.doc Page 1 of 24 performed in connection said piece of work shall hereinafter be referred to as "Assignment. ") 1.2 The date of entering the Agreement and the engagement of CONSULTANT will be the date set forth on page 1 which is the date the signature of the second party to the Agreement is obtained. The engagement of CONSULTANT shall continue until June 1, 2013. If the engagement of CONSULTANT is not extended by mutual written consent of the DISTRICT and CONSULTANT, then this Agreement shall be terminated on the date set forth above, provided that CONSULTANT shall not be relieved of any of the obligations or covenants contained in this Agreement until the tasks provided for within the scope of work have been completed. 1.3 It is further provided that the obligations or covenants contained in Articles 6.6, 6.9, 6.12, and 6.18 shall continue in full force and effect after termination of this Agreement due to completion or pursuant to Articles 6.15 and 6.16. 1.4 Authorization for CONSULTANT to proceed will be granted in writing by the DISTRICT as soon as both parties sign the Agreement and applicable insurance documents are received and are accepted by the DISTRICT. Under no circumstances is CONSULTANT authorized to begin work unless and until CONSULTANT has complied with the insurance provisions of Article 6.3. 1.5 It is expressly understood between the parties hereto that no employee /employer or agency relationship is intended, the relationship of CONSULTANT to the DISTRICT being that of an independent contractor. The DISTRICT will not be required to make any payroll deductions or provide Workers' Compensation Insurance coverage or health benefits to CONSULTANT. ARTICLE 2 SERVICES OF CONSULTANT 2.1 The scope of technical services included in this Agreement are described in the Scope(s) of Work, and shall, where not specifically addressed, include all services ordinarily provided by a professional source testing under same or similar circumstances. 2.2 CONSULTANT hereby warrants that CONSULTANT and all of said CONSULTANT's employees and subcontractors hold, have obtained, and shall continue to maintain during the course of this Agreement, all professional licenses or other statutorily mandated certifications requisite to the performance of the work set forth in the Scope(s) of Work, as may be required in the State of California, if any. Failure of CONSULTANT, its employees and subcontractors, to obtain and /or maintain in good standing such licenses or certificates shall constitute a breach of this Agreement and shall provide grounds for the immediate termination of this Agreement. C:\ Users \tvassalloWppData \Local \Microsoft \Windows \Temporary Internet Files \Content.Outlook \M36G23Y0 \Blue sky environmental LLC Testing of Multiple Hearth Furnace emssions Randy Schmidt 040231.doc Page 2 of 24 ARTICLE 3 RESPONSIBILITIES OF THE DISTRICT AND OF CONSULTANT 3.1 The DISTRICT, without cost to CONSULTANT, will provide all pertinent information reasonably available to it which is necessary for performance by CONSULTANT under this Agreement, including pertinent previous plans, reports and data. The DISTRICT does not guarantee or ensure the accuracy of any reports, information, and /or data so provided. To the extent that any reports, information and /or other data so provided was supplied to the DISTRICT by person or persons not employees of the DISTRICT, any liability resulting from inaccuracies and /or omissions contained in said reports, information or data shall be limited to liability on behalf of the party who prepared the information for the DISTRICT or otherwise supplied that information, report or data to the DISTRICT. 3.2 The DISTRICT will designate Randy Schmidt as the person to act as the DISTRICT's representative with respect to the Assignment to be performed under this Agreement. Such person will have complete authority to transmit instructions, receive information, and interpret and define the DISTRICT's policies and decisions pertinent to the work. In the event the DISTRICT wishes to make a change in the DISTRICT's representative, the DISTRICT will notify CONSULTANT of the change in writing. 3.3 CONSULTANT shall perform the Assignment in such a manner as to fully comply with all applicable professional standards of care, including professional quality, technical accuracy, timely completion, and the coordination of all designs, drawings, specifications, surveys, software specific to the Assignment, systems, networks, maps, opinions, recommendations, reports, and other services furnished and /or work undertaken by CONSULTANT pursuant to this Agreement. 3.4 The DISTRICT's review of software, systems, networks, drawings, designs, specifications, reports, opinions, recommendations and incidental consulting work or materials furnished hereunder will not in any way relieve CONSULTANT of responsibility for the professional and /or technical adequacy of its work. Neither the DISTRICT's review, acceptance of, nor payment for, any of the services will be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement. 3.5 During the period of this Agreement, upon request by the DISTRICT, CONSULTANT shall provide information related to this assignment that is reasonably necessary to assist the DISTRICT in its coordination of the efforts of others performing services related to this Assignment. ARTICLE 4 COMPENSATION C:\ Users \tvassalloWppData \Local \Microsoft \Windows \Temporary Internet Files \Content.Outlook \M36G23Y0 \Blue sky environmental LLC Testing of Multiple Hearth Furnace emssions Randy Schmidt 040231.doc Page 3 of 24 4.1 The DISTRICT will pay CONSULTANT for work performed under this Agreement, which work can be verified by the DISTRICT, on the basis of the following: 4.1.1 FIXED LUMP SUM PAYMENT Compensation for consulting services performed under this agreement shall be the lump sum payment amount set forth in ARTICLE 4.3. The lump sum payment amount is the full compensation for services to complete the work, unless the scope of work or time to complete the work is changed by the DISTRICT in writing in advance of the work to be performed thereunder. Adjustments of the lump sum payment amount will only be allowed as a result of ARTICLE 6.4. CHANGES IN SCOPE OR TIME. In no event shall CONSULTANT be entitled to compensation over and above the original fixed lump sum payment amount where changes in the scope of work or the time for performance are necessitated by the negligence of CONSULTANT, or any subcontractor performing under it. 4.2 MONTHLY PAYMENT TO CONSULTANT Payment will be made by the DISTRICT within thirty (30) calendar days after receipt of an invoice setting forth the Agreement Number and the District's Project Manager, from CONSULTANT, provided that all invoices are accompanied by cost documentation determined to be sufficient by the DISTRICT to allow the determination of the reasonableness or accuracy of said invoice. In the event that a payment dispute arises between the parties, CONSULTANT shall provide to the DISTRICT full and complete access to CONSULTANT's labor cost records and other direct cost data, and copies thereof if requested by the DISTRICT. FIXED LUMP SUM PAYMENT Progress payments shall be made monthly in proportion to the amount of the task or phase that is performed in that month, as determined by CONSULTANT and approved by the DISTRICT or its authorized representative. Five percent (5 %) will be deducted by the DISTRICT from each monthly payment and retained by the DISTRICT until it accepts the completion of the work to be performed by CONSULTANT under this Agreement. Within thirty (3) calendar days of receipt of written notice by CONSULTANT that it has completed the work to be performed under this Agreement, the DISTRICT will either pay out said retention or provide CONSULTANT with written notice of its grounds for not accepting said work. Said acceptance will not be unreasonably withheld. C:\ Users \tvassalloWppData \Local \Microsoft \Windows \Temporary Internet Files \Content.Outlook \M36G23Y0 \Blue sky environmental LLC Testing of Multiple Hearth Furnace emssions Randy Schmidt 040231.doc Page 4 of 24 Charges are to be invoiced based on the agreed upon hourly rates invoiced on a monthly basis. Other direct charges as provided for in ARTICLE 4.1.1 shall be invoiced on a monthly basis. 4.3 ESTIMATED CHARGES The total estimated charges for all work under this Agreement is $140,000 and such amount is the lump sum amount as agreed. 4.4 COST OF REWORK CONSULTANT shall, at no cost to the DISTRICT, prepare any necessary rework occasioned by CONSULTANT's failure to provide the services specified in Article 2, Services of Consultant, herein, in a satisfactory manner, due to any act or omission attributable to CONSULTANT, or its agents, including subcontractors. ARTICLE 5 COMPLETION SCHEDULE 5.1 The completion schedule for the assignment is as follows, with all times identified from the date that this Agreement was entered into, and all number of days referring to calendar days, unless otherwise noted: All Tasks Completed by June 1, 2013 5.2 It is expected that CONSULTANT's work shall begin on or about February 11, 2013, and shall be completed in accordance with the above a schedule. Time is of the essence for this Agreement. 5.3 The parties hereto agree to immediately and diligently proceed with their respective duties as set forth herein so that the Assignment will be completed satisfactorily within the shortest reasonable time. ARTICLE 6 GENERAL PROVISIONS 6.1 SCOPE OF AGREEMENT This writing constitutes the entire Agreement between the parties relative to professional consulting services to be provided hereunder and no modification hereof shall be effective unless and until such modification is evidenced by a writing signed by both parties to this Agreement. 6.2 SUBCONSULTANTS AND OUTSIDE CONSULTANTS No subcontract shall be awarded or an outside consultant engaged by CONSULTANT unless prior written approval is obtained from the DISTRICT. No C:\ Users \tvassallo\AppData \Local \Microsoft \Windows \Temporary Internet Files \Content.Outlook \M36G23Y0 \Blue sky environmental LLC Testing of Multiple Hearth Furnace emssions Randy Schmidt 040231.doc Page 5 of 24 additional approval shall be required for subcontracting with or engagement of any outside consultant set forth in an exhibit to this Agreement (Exhibit A). 6.3 INSURANCE CONSULTANT shall secure and maintain in full force and effect at its own cost and expense until the completion of all services such insurance as shall protect it and the DISTRICT in such a manner and at such amounts as set forth below. The premiums for said insurance coverage shall be paid by CONSULTANT. Said policies of insurance shall stipulate that this insurance shall operate as primary insurance, and that no other insurance effected by the DISTRICT or other named insured will be called on to cover a loss covered thereunder. 6.3.1 The DISTRICT shall be furnished with certificates of insurance and original endorsements affecting coverage, signed by a person authorized by the insurer to bind coverage on its behalf verifying the insurance coverage as required by this Agreement. These certificates of insurance and original endorsements shall be delivered to the DISTRICT within fifteen (15) calendar days of execution of this Agreement. All insurance certificates and original endorsements must be received and approved by the DISTRICT prior to the commencement of any work under this Agreement. The DISTRICT reserves the right to require and have delivered complete and accurate copies of all insurance policies required under this Agreement. 6.3.2. The insurance policies certified for compliance with this Agreement shall include the following provisions or have them incorporated by endorsements: 6.3.2.1 Coverage provided by CONSULTANT's policies shall be primary coverage. 6.3.2.2 The DISTRICT shall receive thirty (30) days prior written notice of a policy cancellation or reduction coverage. 6.3.3 CONSULTANT shall provide insurance coverage through carriers which have at least an "A" policy holder's rating and a "VII" financial rating in accordance with the current Best's Key Rating Guide 6.3.4 In the event any change is made in the insurance carrier, policies, or nature of coverage required under this agreement, CONSULTANT shall be required to notify the DISTRICT prior to making such changes. 6.3.5 The insurance provided under this Agreement shall include policies providing coverage to include each of the requirements set forth below in amounts which meet or exceed the minimums set forth herein: C:\ Users \tvassallo\AppData \Local \Microsoft \Windows \Temporary Internet Files \Content.Outlook \M36G23Y0 \Blue sky environmental LLC Testing of Multiple Hearth Furnace emssions Randy Schmidt 040231.doc Page 6 of 24 6.3.5.1 Workers' Compensation CONSULTANT shall maintain Workers' Compensation Insurance as required by law in the State of California and Employers' Liability Insurance (including disease coverage) in an amount not less than $1,000,000 per occurrence. This insurance shall also waive all rights of subrogation against the DISTRICT, its employees, representatives and agents. 6.3.5.2 General Liability CONSULTANT shall obtain and keep in full force and effect general liability insurance including provisions for contractual liability, personal injury, independent contractors, and broad form property damage coverages. This insurance shall have an endorsement or policy language naming the DISTRICT as an additional insured and with standard cross liability clause or endorsement. The limit for this insurance shall be not less than $1,000,000 per occurrence combined single limit for bodily injury and property damage. 6.3.5.3 Automobile Liability CONSULTANT shall maintain Automobile Liability Insurance with coverage for any vehicle including those owned, leased, rented or borrowed. This insurance shall have an endorsement naming the DISTRICT as an additional insured and with a standard cross liability clause or endorsement. The limit amount for this insurance shall be not less than $1,000,000 per occurrence combined single limit for bodily injury and property damage. 6.4 CHANGES IN SCOPE OR TIME If the DISTRICT requests a change in the scope of work or time of completion by either adding to or deleting from the original scope or time of completion, an equitable adjustment shall be made and this Agreement shall be modified in writing accordingly. CONSULTANT must assert any claim for adjustment under this clause in writing within thirty (30) calendar days from the date of receipt from the DISTRICT of the notification of change unless the DISTRICT grants a further period of time for asserting of claim before the date of final payment under this agreement. 6.5 NOTICES C:\ Users \tvassalloWppData \Local \Microsoft \Windows \Temporary Internet Files \Content.Outlook \M36G23Y0 \Blue sky environmental LLC Testing of Multiple Hearth Furnace emssions Randy Schmidt 040231.doc Page 7 of 24 All notices to either party by the other shall be made in writing and delivered or mailed to such party at their respective addresses as follows, or to other such address as either party may designate, and said notices shall be deemed to have been made when delivered or five (5) days after mailing. To The DISTRICT: CENTRAL CONTRA COSTA SANITARY DISTRICT 5019 Imhoff Place Martinez, CA 94553 Attention: Randy Schmidt Agreement No.: 040231 Telephone: 510- 525 -1261 The District's Project Manager for this work is Randy Schmidt To CONSULTANT: BLUE SKY ENVIRONMENTAL, LLC 624 San Gabriel Avenue Albany, CA 94706 Attention: Guy Worthington Telephone: 510- 525 -1261 6.6 POSSESSION AND OWNERSHIP OF DRAWINGS, SPECIFICATIONS, AND NOTES 6.6.1 All rights, title, royalties, and interest to all work product of CONSULTANT resulting from its performance under this Agreement, including software, systems, networks, drawings and specifications, data, reports, estimates, opinion, recommendations, summaries, and any other such information and materials as may be accumulated by CONSULTANT in performing work under this agreement, whether complete or in progress, shall be vested in the DISTRICT, and none shall be revealed, disseminated, or made available by CONSULTANT to others without prior consent of the DISTRICT. If this Agreement is canceled in accordance with Articles 6.15 and 6.16 CONSULTANT shall deliver such documents within two weeks of cancellation. C:\ Users \tvassallo\AppData \Local \Microsoft \Windows \Temporary Internet Files \Content.Outlook \M36G23Y0 \Blue sky environmental LLC Testing of Multiple Hearth Furnace emssions Randy Schmidt 040231.doc Page 8 of 24 6.6.2 All dealings of the parties under this Agreement shall be confidential and no report, data, information, or communication developed, prepared, or assembled by CONSULTANT under this Agreement shall be revealed, disseminated, or made available by CONSULTANT to any person or organization other than the DISTRICT without the prior written consent of the DISTRICT. 6.6.3 It is understood that CONSULTANT's work product is prepared for the specific assignment at hand. Any reuse of said work products by the DISTRICT for an application other than reasonably contemplated by the assignment will be at the DISTRICT's own risk. Any use by the DISTRICT of incomplete software, systems, drawings, specifications, or other related materials without the express written authorization of CONSULTANT will also be at the DISTRICT's own risk. 6.7 CONSULTANT's ASSIGNED PERSONNEL CONSULTANT designates Guy Worthington to have immediate responsibility for the performance of the Assignment and for all matters relating to performance under this Agreement. CONSULTANT designates the following persons for the indicated functions: Substitution of any of these assigned personnel shall require the prior written approval of the DISTRICT. If the DISTRICT determines that a proposed substitution is not acceptable, then, at the request of the DISTRICT, CONSULTANT shall substitute with a person acceptable to the DISTRICT. 6.8 LAWS This Agreement shall be in accordance with the laws of the state of CALIFORNIA. Parties further stipulate that this Agreement was entered into in the state of CALIFORNIA and the state of CALIFORNIA is the only appropriate forum for any litigation as a result of breach hereof or any questions risen he ref rom. CONSULTANT shall keep itself fully informed of, and shall observe and comply with, all laws, ordinances, and regulations which in any manner affect those engaged or employed on any work, or the materials and equipment used in any work, or in any way affect the performance of any work, and of all orders and decrees of agencies having any jurisdiction or authority over work performed under this agreement. C:\ Users \tvassallo\AppData \Local \Microsoft \Windows \Temporary Internet Files \Content.Outlook \M36G23Y0 \Blue sky environmental LLC Testing of Multiple Hearth Furnace emssions Randy Schmidt 040231.doc Page 9 of 24 If any discrepancy or inconsistency should be discovered between the Agreement and any such law, ordinance, regulation, order, or decree, CONSULTANT shall immediately report the same in writing to the DISTRICT. CONSULTANT shall be responsible for the compliance by subcontractors of all tiers with the above provisions of this article. A. Special attention is directed to Part 7, Chapter 1, Article 2, Section 1770 et. seq. of the Labor Code of the State of California. B. Labor Discrimination: Attention is directed to Section 1735 of the Labor Code, which reads as follows: No discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, or sex of such persons, except as provided in Section 12940 of the Government Code, and every contractor for public works violating this Section is subject to all the penalties imposed for violation of this Chapter. C. CONSULTANT shall comply with all applicable federal, state, and local laws, ordinances, rules and regulations; and lawful orders of all authorities having jurisdiction for the safety of persons and protection of property. D. CONSULTANT shall comply with Section 12101 through 12901 of Title 22, California Administrative Code. CONSULTANT shall warn all persons at the work site of their exposure to chemicals known to the state to cause cancer or birth defects or other reproductive harm. CONSULTANT shall be responsible for compliance by its subcontractors with this article. E. CONSULTANT stipulates and agrees that pursuant to the provisions of Labor Code, Sections 1810 through 1815, eight (8) hours labor shall constitute a legal day's work, and no worker shall be required or permitted to work more than eight (8) hours in any one (1) calendar day and forty (40) hours in any one (1) calendar week, except as provided under Section 1815. Nothing in this provision shall be construed to relate to wage determination or in any way affect contractual provisions related to compensation. Notwithstanding the Labor Code provisions set forth above, pursuant to Labor Code, Section 1815, work performed by employees of CONSULTANT in excess of eight (8) hours per day and forty (40) hours during any one (1) week shall be permitted provided that compensation C:\ Users \tvassalloWppData \Local \Microsoft \Windows \Temporary Internet Files \Content.Outlook \M36G23Y0 \Blue sky environmental LLC Testing of Multiple Hearth Furnace emssions Randy Schmidt 040231.doc Page 10 of 24 shall be made for all hours worked in excess of eight (8) hours per day at no less than one and on -half (1 -1/2) times the basic rate of pay. F. CONSULTANT shall be allowed to substitute securities for any monies withheld to ensure performance under this Agreement pursuant to Section 22300 of the California Public Contracts Code. G. CONSULTANT shall be licensed under the provisions of Chapter 9, Division 3, of the Business and Professions Code of the State of California to do the type of work contemplated in this Agreement and shall be skilled and regularly engaged in the general class or type of work called for under the Agreement. 6.9 REMEDIES In the event that either the DISTRICT or CONSULTANT brings an action or proceedings for damages for an alleged breach of any provision of this Agreement, the prevailing party will be entitled to recover as part of such action or proceeding, all litigation and collection expenses, including witness fees, court costs, and reasonable attorneys' fees. Arbitration shall be attempted if both parties mutually agree before, during, or after litigation has begun. 6.10 INDEMNITY 6.10.1 CONSULTANT shall indemnify, hold harmless and assume the defense of, in any actions at law or in equity, the DISTRICT, its officers, employees, agents, and elective and appointive boards, from all claims, losses, damage, including property damage, personal injury, including death, and liability of every kind, nature and description, arising out of or in any way connected with the negligent acts, errors or omissions, or the willful misconduct of CONSULTANT or any person directly or indirectly employed by, or acting as agent for, CONSULTANT, directly or indirectly related to the provision of any professional services provided hereunder, but not including the sole or active negligence, or the willful misconduct of the DISTRICT. This indemnification shall extend to claims, losses, damage, injury and liability for injuries occurring after the completion of the aforesaid operations, arising from CONSULTANT's work. Submission of insurance certificates or submission of other proof of compliance with the insurance requirements does not relieve CONSULTANT from liability under this indemnification and hold harmless clause. The obligations of this indemnity article shall apply whether or not such insurance policies shall have been determined to be applicable to any of such damages or claims for damages. C:\ Users \tvassalloWppData \Local \Microsoft \Windows \Temporary Internet Files \Content.Outlook \M36G23Y0 \Blue sky environmental LLC Testing of Multiple Hearth Furnace emssions Randy Schmidt 040231.doc Page 11 of 24 6.10.2 The DISTRICT does not authorize the impermissible use of any patent or the reproduction of any copyrighted material by CONSULTANT which exceeds "fair use" in the performance of this Agreement. CONSULTANT is solely responsible for any such infringement. CONSULTANT shall indemnify the DISTRICT against and save it harmless from any and all losses, damage, costs, expenses, and attorneys' fees suffered or incurred as a result of or in connection with any claims or actions based upon infringement or alleged infringement of any patent, copyright, or trade secret, and arising out of the use of the equipment or materials utilized to perform under this Agreement or specified by or procured by CONSULTANT, or out of the processes or actions employed by, or on behalf of, CONSULTANT in connection with the performance of this Agreement. 6.10.3 CONSULTANT shall also indemnify the DISTRICT against and save it harmless from any and all loss, damage, costs, expenses, and attorneys' fees suffered or incurred on account of any breach by CONSULTANT, or its employees, agents, or subcontractors, of the aforesaid obligations and covenants, and any other provisions or covenant of this agreement. 6.11 PERMITS AND TAXES CONSULTANT shall, unless otherwise provided elsewhere in the Agreement, at its expense, obtain all permits and licenses and pay all charges and fees necessary for the performance of the Agreement, and shall give all public notices necessary for the lawful performance of the Agreement. CONSULTANT shall pay all taxes, levies, duties, and assessments of every nature due in connection with any work under the Agreement, shall make any and all payroll deductions required by law, and shall indemnify and hold harmless the DISTRICT from any liability on account of any and all such taxes, levies, duties, assessments, and deductions. 6.12 EXAMINATION OF RECORDS CONSULTANT agrees that the DISTRICT will have access to and the right to examine any directly pertinent books, documents, papers, and records of any and all the transactions relating to this Agreement at any time after the inception of the Agreement upon reasonable notice. 6.13 TERMS C: \Users \tvassallo\AppData \Local \Microsoft \Windows \Temporary Internet Files \Content.Outlook \M36G23Y0 \Blue sky environmental LLC Testing of Multiple Hearth Furnace emssions Randy Schmidt 040231.doc Page 12 of 24 No alternation or variation of the terms of this Agreement shall be valid unless made in writing and signed by the parties hereto. No oral understanding or agreement not incorporated herein will be binding on any of the parties hereto. 6.14 ASSIGNMENT CONSULTANT shall not assign any rights or duties or transfer its interest in this Agreement to a third party without prior written consent of the DISTRICT. 6.15 TERMINATION OF RIGHT TO PROCEED If CONSULTANT should refuse or fail, except in cases for which extension of time is provided, to supply enough properly skilled workers, proper equipment and proper appliances or proper materials, or if it should fail to make prompt payments to subcontractors or for material or labor, or disregard laws ordinances, or the instructions of the DISTRICT, or otherwise be guilty of a substantial violation of any provision of this Agreement, then the DISTRICT may without prejudice to any other right or remedy, serve written notice upon CONSULTANT and Surety, if any, of the DISTRICT's intention to terminate the performance of CONSULTANT, such notices to contain the reasons for such termination, and unless within seven (7) calendar days after the serving of such notice upon CONSULTANT and Surety, if any, such cause shall cease and satisfactory arrangement for correction shall be made, the performance of CONSULTANT shall cease and terminate. In the event of any such termination, or should CONSULTANT be adjudged as bankrupt or if it should make a general assignment for the benefit of its creditors, or if a receiver should be appointed on account of its insolvency, the DISTRICT shall serve notice thereof upon CONSULTANT and Surety, if any, and the Surety shall have the right to perform the Agreement; provided, however, that if the Surety does not commence performance thereof within seven (7) calendar days from the date of service of notice of termination upon the Surety, the DISTRICT may take possession of the premises and of all materials, tools, equipment, and appliances thereon and finish the work by whatever method the DISTRICT may deem expedient. In such case, CONSULTANT shall not be entitled to receive any further payment until the work is finished. If the unpaid balance of the Agreement price shall exceed the expense of finishing the work, including compensation for additional managerial and administrative services, such excess shall be paid to CONSULTANT. If such expense shall exceed such unpaid balance, CONSULTANT and Surety, if any, shall pay the difference to the DISTRICT. The expense incurred by the DISTRICT as herein provided, and the damage incurred through CONSULTANT's default, shall be certified by the DISTRICT. Service of any notices hereunder shall be deemed complete upon the deposit in the United States mail, postage prepaid, addressed to the address of CONSULTANT and Surety, if any, as shown on records on file with the DISTRICT. C:\ Users \tvassalloWppData \Local \Microsoft \Windows \Temporary Internet Files \Content.Outlook \M36G23Y0 \Blue sky environmental LLC Testing of Multiple Hearth Furnace emssions Randy Schmidt 040231.doc Page 13 of 24 Said termination shall be without prejudice to any other remedies available to the DISTRICT. Upon receipt of any such written notice of termination of right to proceed, CONSULTANT shall, at its expense, for that work affected by any such termination: A. Assist the DISTRICT in making an inventory of all materials and equipment in storage at the site, enroute to the site, and on order from suppliers. B. Assign to the DISTRICT subcontracts, supply contracts, and equipment rental agreements all as designated by the DISTRICT. C. Remove from the site all construction materials, equipment, and plant listed in said inventory other than such construction materials, equipment, and plant which are designated in writing by the DISTRICT to be used by the DISTRICT in completing such work. 6.16 OPTIONAL TERMINATION Including, but not limited to, provisions for termination in the event of national emergency under Section 4410 et. seq. of the Government Code of the State of California, the DISTRICT may, at its option, cancel and terminate the Agreement in whole or in part at any time by written notice thereof to CONSULTANT, whether or not CONSULTANT is in default. Upon any such cancellation and termination, CONSULTANT shall waive any claims for damages, including loss of anticipated profits, on account thereof, but as the sole right and remedy of CONSULTANT and the DISTRICT, the DISTRICT shall pay CONSULTANT in accordance with subparagraph B., below, provided, however, that the provisions of the Agreement, which by their very nature survive final acceptance under the Agreement, shall remain in full force and effect after such cancellation and termination to the extent provided in such provisions. A. Upon receipt of any such notice, CONSULTANT shall, unless the notice requires otherwise: 1. Immediately discontinue work on the date and to the extent specified in the notice. 2. Place no further orders or subcontracts for materials, services, or facilities, other than as may be necessary or required for completion of such portion of work under the Agreement that is not terminated. C:\ Users \tvassalloWppData \Local \Microsoft \Windows \Temporary Internet Files \Content.Outlook \M36G23Y0 \Blue sky environmental LLC Testing of Multiple Hearth Furnace emssions Randy Schmidt 040231.doc Page 14 of 24 3. Promptly make every reasonable effort to obtain cancellation upon terms satisfactory to the DISTRICT of all orders and subcontracts to the extent they relate to the performance of work terminated. 4. Assist the DISTRICT as specifically requested, in writing, in the maintenance, protection, and disposition of property acquired by the DISTRICT under the Agreement. B. Upon any such termination, the DISTRICT will pay to CONSULTANT an amount determined in accordance with the following (without duplication of any item): 1. All amounts due and not previously paid to CONSULTANT for work completed in accordance with the Agreement prior to such notice, and for work thereafter completed as specified in such notice. 2. The cost of setting and paying claims arising out of the termination of work under subcontracts or orders as provided in subparagraph A.3., above. 3. The reasonable costs incurred pursuant to subparagraph A.4., above. 4. Any other reasonable costs incidental to such termination of work. 5. The foregoing amounts shall include a reasonable sum, under all of the circumstances, as profit for any work performed by CONSULTANT. 6.17 COOPERATION There will be other contractors or forces of the DISTRICT working in the same area where work under the Agreement will be performed. CONSULTANT must anticipate that is work may be interfered with or suspended from time to time on account of the concurrent performance of work by the DISTRICT or other contractors, and CONSULTANT shall fully cooperate with other contractors to avoid any delay or hindrance of their work. The DISTRICT may require that certain facilities be used concurrently by CONSULTANT and other persons. Should CONSULTANT sustain any loss, damage, or delay through any act or omission of any other contractor or any subcontractor of any such other contractor, CONSULTANT shall have no claim against the DISTRICT therefore, other than an extension of time, but shall have recourse solely to such other contractor or subcontractor. C:\ Users \tvassalloWppData \Local \Microsoft \Windows \Temporary Internet Files \Content.Outlook \M36G23Y0 \Blue sky environmental LLC Testing of Multiple Hearth Furnace emssions Randy Schmidt 040231.doc Page 15 of 24 6.18 CLEANING UP CONSULTANT shall, at all times, keep the premises occupied by it and access to such premises in a neat, clean, and safe condition. Upon completion of any portion of any work, CONSULTANT shall promptly remove all of its equipment, temporary structures, and surplus construction and other materials not to be used at or near the same location during later stages of work. Upon completion of any work and before final payment is made, CONSULTANT shall, at its expense, satisfactorily dispose of all plant, buildings, rubbish, unused materials, concrete forms, and other equipment and materials belonging to it or used in the performance of work; and CONSULTANT shall leave the premises in a neat, clean, and safe condition. If CONSULTANT fails to comply with any of the foregoing, the same may be accomplished by the DISTRICT at CONSULTANT's expense. 6.19 DISPOSAL OF MATERIAL Existing materials and equipment to be demolished, removed, and disposed of as noted on the drawings and all trash such as broken concrete, wood blocking, shipping containers, etc., resulting from the Agreement work shall be disposed off of DISTRICT property at CONSULTANT's expense. DISTRICT- leased dumpsters and other disposal containers on the DISTRICT's property shall not be used by CONSULTANT. 6.20 HEADINGS Article headings in this Agreement are for convenience only and are not intended to be used in interpreting or construing the terms, covenants, and conditions of this Agreement. 6.21 PARTIAL INVALIDITY If any term, covenant, condition, or provision of this Agreement is found by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect, and shall in no way be affected, impaired, or invalidated thereby. 6.22 AUTHORIZATION Both the DISTRICT and CONSULTANT do covenant that each individual executing this document by and on behalf of each party is a person duly authorized to execute contracts for that party. 6.23 REPORTING REQUIREMENTS C:\ Users \tvassallo\AppData \Local \Microsoft \Windows \Temporary Internet Files \Content.Outlook \M36G23Y0 \Blue sky environmental LLC Testing of Multiple Hearth Furnace emssions Randy Schmidt 040231.doc Page 16 of 24 If CONSULTANT is an individual or sole proprietor, CONSULTANT must furnish its Social Security Number (SSN). If CONSULTANT is a corporation or partnership, CONSULTANT must furnish its Federal Employer Identification Number (FEIN). CONSULTANT shall complete the Taxpayer I.D. Number section below. C:\ Users \tvassallo\AppData \Local \Microsoft \Windows \Temporary Internet Files \Content.Outlook \M36G23Y0 \Blue sky environmental LLC Testing of Multiple Hearth Furnace emssions Randy Schmidt 040231.doc Page 17 of 24 IN WITNESS WHEREOF, the parties hereto have executed the Agreement in the day and year first above written. BLUE SKY ENVIRONMENTAL, LLC By: Name Printed: Title: Date: By: Name Printed: Title: Date: Taxpayer 1.D: SSN - - FEIN - CENTRAL CONTRA COSTA SANITARY DISTRICT as Curt Swanson General Manager Date: C:\ Users \tvassalloWppData \Local \Microsoft \Windows \Temporary Internet Files \Content.Outlook \M36G23Y0 \Blue sky environmental LLC Testing of Multiple Hearth Furnace emssions Randy Schmidt 040231.doc Page 18 of 24 EXHIBIT A SCOPE OF WORK MHF 1 TITLE V TESTING Task 1: Source Test Plans Subtask 1.a: Master Source Test Plan: ENGINEER shall prepare a master source test plan which includes the both the 60 -month Title V Source Test Plan for the Bay Area Air Quality Management District (BAAQMD) and the 129 Engineering Evaluation Plan for DISTRICT review and approval prior to the start of source testing. Subtask 1.b: 60 -Month Title V Source Test Plan for MHF 1 (S -9) ENGINEER shall prepare a 60 Month Title V source test plan which includes the source test schedule for DISTRICT review and approval prior to the start of source testing. After DISTRICT approval, ENGINEER shall submit source test plan to Bay Area Air Quality Management District (BAAQMD) for approval. If the source test plan is not approved by BAAQMD, ENGINEER shall revise the source test plan until it is approved by the DISTRICT and BAAQMD. Source testing will only be conducted during normal working days, Monday through Friday. Task 2: Emission Stack Testing Subtask 2.a - Process Operating Conditions for Title V and 129 This task includes all setup and teardown, emission testing, and equipment costs. The source test shall include determination of stack gas concentrations and mass emission rates for the pollutants listed in Table 1 at the four operational conditions listed below: 1) Sludge (22% solids) co -fired with natural gas only at -2.12 dry tons /hr 2) Sludge (22% solids) co -fired with natural gas only at -1.00 dry tons /hr 3) Sludge (22% solids) co -fired with landfill gas only at -2.12 dry tons /hr 4) Sludge (22% solids) co -fired with landfill gas only at - 1.00 dry tons /hr Note that the target sewage sludge feed rates are at 85% and 40% of the MHF 1 rated capacity of 60 dry tons of sludge per day. DISTRICT Operations Staff will manage all MHF 1 process operations during the source test. The source testing schedule is given in Table 3. Subtask 2.b - Stack Constituents and Methodology for Title V and 129 As noted above, there will be 4 operational conditions. For each operational condition, the ENGINEER shall conduct 3 sampling runs. Each sampling run shall last a minimum of 6 hours. For each sampling run, the ENGINEER shall determine the stack gas concentration for each pollutant listed in Table 1. In addition, the ENGINEER shall C:\ Users \tvassalloWppData \Local \Microsoft \Windows \Temporary Internet Files \Content.Outlook \M36G23Y0 \Blue sky environmental LLC Testing of Multiple Hearth Furnace emssions Randy Schmidt 040231.doc Page 19 of 24 use the Reference Methods and maximum detection limits also listed in Table 1. The results from the 3 sampling runs will be averaged to give a single value for that pollutant at that operational condition. Subtask 2.c — Landfill Gas Inlet Analysis Each day of emissions testing, the ENGINEER shall collect a landfill gas sample from the fuel inlet serving the incinerator in a Tedlar bag (12 samples total). Each sample shall be analyzed for composition (02, N2i CO2, CO, 112S, C1 -C6 +, CHON %) and heating value. Task 3: Reference Method Laboratory Analysis This task includes all laboratory analyses and sample custody associated with the Reference Method in Table 1. Each laboratory's sample turnaround shall be 28 calendar days or less. The ENGINEER shall make laboratory data available to DISTRICT upon receipt of the data from the given outside laboratory. Task 4: Final Reports This task comprises the preparation of one Title V compliance emission test report, one 129 engineering evaluation report, and one HCN engineering evaluation report to be prepared in full accordance with the regulatory requirements of both BAAQMD and USEPA. The final reports will be submitted only to the DISTRICT. Draft reports will be reviewed by DISTRICT personnel prior to finalizing the source test reports. The approximate time line is as follows: • Preliminary lab results available 3 days following ENGINEER receipt of laboratory data • Draft electronic reports shall be available 35 calendar days after the test completion • Final hard -bound reports shall be available 5 days following receipt of DISTRICT comments Final electronic copies shall be included with the hard -bound copies submitted to the DISTRICT All preliminary sub - contract laboratory data shall be available to the DISTRICT within 28 days following the completion of the tests. Electronic copies of the draft reports shall be submitted to DISTRICT for review approximately 35 days following completion of the testing. The final reports shall incorporate all pertinent review comments from the draft reports and three copies shall be submitted to DISTRICT 5 days after receipt of all review comments. The reports shall include complete documentation of the field data, calibration data, laboratory data, testing procedures, calculations, and results. The reports shall also be submitted in an electronic PDF -style C:\ Users \tvassallo\AppData \Local \Microsoft \Windows \Temporary Internet Files \Content.Outlook \M36G23Y0 \Blue sky environmental LLC Testing of Multiple Hearth Furnace emssions Randy Schmidt 040231.doc Page 20 of 24 format. Standard conditions to be used for data reduction will be 29.92 inches of mercury and 68 °F, per EPA rules and regulations. The five year Title V report for submittal to BAAQMD shall report all concentration data in the appropriate units corresponding to the units of the emission limits. The engineering evaluations shall correct all concentration data to 7% 02, dry. The DISTRICT will provide process data corresponding to each sampling run and copies of CCCSD's Title V Permit to Operate. C:\ Users \tvassalloWppData \Local \Microsoft \Windows \Temporary Internet Files \Content.Outlook \M36G23Y0 \Blue sky environmental LLC Testing of Multiple Hearth Furnace emssions Randy Schmidt 040231.doc Page 21 of 24 TABLE 1: SOURCE TEST CONSTITUENTS, REFERENCE METHODS, AND MAXIMUM DETECTION LIMIT C:\ Users \tvassallo\AppData \Local \Microsoft \Windows \Temporary Internet Files \Content.Outlook \M36G23Y0 \Blue sky environmental LLC Testing of Multiple Hearth Furnace emssions Randy Schmidt 040231.doc Page 22 of 24 REFERENCE PERMIT POLUTANT METHOD COMPLIANCE LIMIT DEMAXIMUM TECTION LIMIT LIMITS 02 EPA 3A NA NA NA CO2 EPA 3A NA NA NA Volumetric EPA 1, 2 NA NA NA flow Moisture EPA 4 NA NA NA content 0.15 gr /dscf @ 12 %CO2, corrected to Total 80 mg /dscm no auxiliary 05 mg /dscm . Suspended EPA 5 @ 7% 02 fuel @ 7% 02 PM 343 mg /dscm 0.65 gm/ kg sludge 6.812 lb/hr PM 10 EPA NA NA 0.5 mg /dscm 201 A/202 @ 7% 02 PM 2.5 EPA NA NA 0.5 mg /dscm 201 A/202 @ 7% 02 HCI EPA 26A/CARB 1.2 ppmvd @ NA 0.25 ppmvd 421 7%02 @ 7% 02 CO EPA 10 3800 ppmvd NA 100 ppmvd @ @ 7%02 7%02 PCDD /PCDF EPA 23 /GARB 5.0 ng /dscm 0.0030 (total mass 428 @ 7% 02 NA ng /dscm @ basis 7%02 PCDD /PCDF 0.0030 (toxic EPA 23 /CARB 0.32 ng /dscm NA ng /dscm @ equivalency 428 @ 7% 02 7%02 basis NOx EPA 7E 220 ppmvd @ NA 10 ppmvd @ 7%02 7%02 S02 EPA 6C 26 ppmvd @ 300 ppmvd 4 ppmvd @ 7%02 7%02 EPA 29 /CARB 0.28 mg /dscm 3.2 kg /24 0.0100 Mercury 436 @ 7% 02 hour mg /dscm @ 7%02 C:\ Users \tvassallo\AppData \Local \Microsoft \Windows \Temporary Internet Files \Content.Outlook \M36G23Y0 \Blue sky environmental LLC Testing of Multiple Hearth Furnace emssions Randy Schmidt 040231.doc Page 22 of 24 'Tetra - through octa - chlorinated dibenzodioxin and dibenzofuran homologue totals and individual 2,3,7,8- chlorinated dibenzodioxin and dibenzofuran congeners. 2Includes: Antimony (Sb), Arsenic (As), Chromium (Cr), Cobalt (Co), Copper (Cu), Manganese (Mn), Nickel (Ni), Phosphorus (P), Selenium (Se), and Zinc (Zn). 3Maximum allowable detection limit at stack Table 2 — Suggested Source Testing Plan REFERENCE Tuesday PERMIT Wednesday POLUTANT METHOD COMPLIANCE LIMIT DEMAXIMUM TECTION at 2.12 dry tons /hr + NG LIMIT Week 2 LIMIT Sludge EPA 29 /CARB 0.095 Clean-up 0.0100 Cadmium Sludge mg /dscm @ NA mg /dscm @ Week 4 436 7% 02 at 1.00 dry 7%02 Lead EPA 29 /CARB 0.30 mg /dscm 15 lb/day 0.0100 mg /dscm @ 436 @ 7% 02 7%02 EPA 29 /CARB 0.0100 Beryllium NA 10 g/24 hour mg /dscm @ 436 7% 02 Trace metals 2 EPA 29 /CARB NA NA 0.0100 mg /dscm @ 436 7%02 Total EPA 25D NA 100 ppmvd @ 2 ppmvd @ Hydrocarbons 7%02 7%02 Non - Methane Organic EPA 25C NA 120 ppmvd @ 3 ppmvd @ 3 Carbon 3%02 % 02 NMOC 'Tetra - through octa - chlorinated dibenzodioxin and dibenzofuran homologue totals and individual 2,3,7,8- chlorinated dibenzodioxin and dibenzofuran congeners. 2Includes: Antimony (Sb), Arsenic (As), Chromium (Cr), Cobalt (Co), Copper (Cu), Manganese (Mn), Nickel (Ni), Phosphorus (P), Selenium (Se), and Zinc (Zn). 3Maximum allowable detection limit at stack Table 2 — Suggested Source Testing Plan C:\ Users \tvassallo\AppData \Local \Microsoft \Windows \Temporary Internet Files \Content.Outlook \M36G23Y0 \Blue sky environmental LLC Testing of Multiple Hearth Furnace emssions Randy Schmidt 040231.doc Page 23 of 24 Monday Tuesday Wednesday Thursday Friday Week 1 March 4, 2012 Sludge at 2.12 dry tons /hr + NG Clean-up Week 2 March 11, 2012 Sludge at 1.00 dry tons /hr + NG Clean-up Week 3 March 18, 2012 Sludge at 2.12 dry tons /hr + LFG Clean-up Week 4 1 March 25, 2012 Sludge at 1.00 dry tons /hr + LFG Clean-up C:\ Users \tvassallo\AppData \Local \Microsoft \Windows \Temporary Internet Files \Content.Outlook \M36G23Y0 \Blue sky environmental LLC Testing of Multiple Hearth Furnace emssions Randy Schmidt 040231.doc Page 23 of 24 EXHIBIT B: FEE SCHEDULE NOVEMBER 29, 2012 DRAFT ENGINEER shall complete the work detailed in Exhibit A for a lump sum total of $140,000. C:\ Users \tvassallo\AppData \Local \Microsoft \Windows \Temporary Internet Files \Content.Outfook \M36G23Y0 \Blue sky environmental LLC Testing of Multiple Hearth Furnace emssions Randy Schmidt 040231.doc Page 24 of 24 Heldman, Rolapp &Associates FIELDMAN i ROLAPP 19900 MacArthur Blvd., Suite 1100 .� & ASSOCIMES Irvine, CA 92612 Tel: (949) 660 -7300 Fax: (949) 474 -8773 �f! Tax ID No. 95- 2920834 To: Thea Vassallo Central Contra Costa Sanitary District Ped� od From P OI(e d To 50191mhoffPlace Martinez, CA 945534392 I L 3/5/2013 1 5/29/2013 Invoice Invoice Date: Jun 25, 2013 Invoice Num: 20968 Pension Obligation Bonds Analysis (CENTRAL CONTRA COSTA, 12179:) - Managed by ('TMD) For professional services rendered pursuant to Agreement between Central Contra Costa Sanitary District and Fieldman, Rolapp & Associates. Professional Services: Date Description Hours Amount 3/5/2013 Services 1.30 $390.00 Thomas DeMars, Managing Principal Project Work - Prep for Thurs Board Mtg 3/5/2013 Services 0.50 $145.00 Dan Wiles, Principal Project Work - to prepare for presentation to board 3/6/2013 Services 2.50 $312.50 Danny Jasper, Associate Project Work - Presentation update 3/6/2013 Services 1.00 $65.00 Administrative Assistant Administrative Support - organized travel arrangements /itinerary for Dan Wiles, Principal and Thomas DeMars, Managing Principal 3/6/2013 Services 3.20 $960.00 Thomas DeMars, Managing Principal Project Work - Review & Board Mtg Prep. 3/6/2013 Services 2.20 $638.00 Dan,Wiles, Principal Project Work 3/7/2013 Services 10.30 $3,090.00 Thomas DeMars, Managing Principal Project Work - Mtg Prep. w /Dan Travel, Meeting(s) - Board Mtg & w /Stab 3/7/2013 Services 10.50 $3,045.00 Dan Wiles, Principal Project Work Meeting(s) - presentation to Board 5/3/2013 Services 0.80 $232.00 Dan Wiles, Principal Project Work - to revise and finalize memorandum and review final model version 5/20/2013 Services 0.80 $240.00 Thomas DeMars, Managing Principal Project Work - Review Final Report 5/20/2013 Services 0.30 $87.00 Dan Wiles, Principal Project Work - on modification of memo and model for final delivery 5/29/2013 Services 0.70 $203.00 Dan Wiles, Principal Project Work - to finalize memo and model for delivery Page I o(2 FIELDMAN I ROLAPP .,. & ASSOCIATES To: Thea Vassallo Central Contra Costa Sanitary District 5019 Imhoff Place Martinez, CA 945534392 Pension Obligation Bonds Analysis (CENTRAL CONTRA COSTA, 12179:) - Managed by (TMD) For professional services rendered pursuant to Agreement between Central Contra Costa Sanitary District and Fieldman, Rolapp & Associates. Reimbursable Exuenscs: Airfare Meals Parking Rental Car LA',' Vl/*"- S-t� . Account Summary Heldman, Rolapp & Associates 19900 MacArthur Blvd., Suite 1 100 Irvine, CA 92612 Tel: (949) 660 -7300 Fax: (949) 474 -8773 Tax ID No. 95- 2920834 i Period From Period To i 3/5/2013 5/29/2013 Total Service Invoice Invoice Date: Jun 25, 2013 Invoice Num: 20968 $9,407.50 $787.70 $66.94 $40.00 $92.19 Reimbursable Expenses Total: �$986.8 Amount Due This Invoice: I $10,394.33 Services BTD Expenses BTD Last Inv Num Last Inv Date Last Inv Amt Last Pay Amt Prev Unpaid Amt $90,392.00 $4,962.19 20835 3/12/2013 $777.61 $777.61 $0.00 I j, Invoice Note(s): cc: Thea Vassallo Total Amount Due Including This Invoice: I $10,394.33 3R<5 3 C _NTRAL CONTRA CCU 'A � SANITARY Q I ST R!r: -or v OTAL 3 11NVCIICE ACCi,�4ACY CTO BY ;r%1V DSY !'A I r- W W Page 2 of 2 PI310I12 Central Contra Costa Sanitary District P.O. 039533 P—,chase Order Inquiry Type option, press Enter. d 1= S'alect' 6= Invoice inquiry Invoice Nbr Inv. Date Amount ,Received by User ID 20625 9/19/12 20084.29' FARRELL TMCCAULEY _ 20658 10/18/12 23359.00 / FARRELL,VASSALL JWEEKS _ 20698 11/28/12 20108.96 ,/FARRELL TMCCAULEY _ 20711 12/10/12 20630.00 /FARRELL TMCCAULEY Total . . 84182.25 F3 =Exit F7= Amount breakdown Fll =Next PO F12= Cancel F16 =Rec /Inv Comments F19= Encumbrance Inquiry --p -N -7, CQ I n o v1 Pa 54,559. &(- 6/25/13 16:15:33 Post Date 9/24/12 10/24/12 1/07/13 12/18/12 .mac; AMACS Remit To: l 14211' Industry Street Amistco Separation Products, Inc. , ffffj A Lockbox #677205 Houston TX 77053 P.O. Box 677205 F'R= )C:( =5.; 1 Dallas, TX 75267 -7205 Invoice: 901060 Sold To: CENTRAL CONTRA COSTA 5019 IMHOFF PLACE MARTINEZ CA 94553 UNITED STATES PO Number: 040582 Sales Rep: Mary Rawls Packing Slip: 16272 Legal Number: 901060 Line Part Number /Description 1 20033 -1 MIST ELIMINATOR: 78" DIA., 6" THICK (8" OAH) 8P POLY MESH & POLY GRIDS (7) SEGMENTS 24 "ID MANWAY CC- : /Zo c Lam/ --rAX, \, Payment Schedule Due Date 1 7/20/2013 Total ARForm. 001 '00 Revision Amount 2,290.00 2,290.00 INVOICE Page: 1 of 1 Date: 6/20/2013 Ship To: CENTRAL CONTRA COSTA 5019 IMHOFF PLACE MARTINEZ CA 94553 UNITED STATES Terms: Net 30 Days F.O.B.: PAD Ordered: 5/28/2013 Ship Via: BEST WAY Ship Date: 6/20/2013 Quantity Unit Price 2.00 EACH 1,145.00000 /1 PO Number: 040582 , 1 ' AN EXPRESS �' L Ext Price 2,290.00 2,290.00 $- FRO M:Chemstation TOA9256767211 06/20/2013 16:21:14 432574 8001/001 Customer # 1142 Bill To Central Contra Costa Sanitary District 5019 Imhoff Place Martinez, CA 94553 Fix: 1-925-676-7211 Invoice DDl- D Date Invoice# 6/20/2013 14758 OF HORTMFRM r:AUFORMU KEEPING IT CLEAN S t Ship Date Delivery# Rough & Ready Island 11A ii=F ROVED BY .kTE L 713 -F, Luce Avenue 6 /zo /zo13 9402 Stockton, CA 95203 (209) 941 -7478 (209) 94-3-7479 FAY www. clietnstati on. corn Ship To Central Contra Costa Sanitary District 5019 Imhoff Place Martinez, CA 94553 We appreciate your business. If there is anyway we can serve you better, please give us a call. Please pay from invoice and show invoice number on remittance stub. Item # Description Item I 1P -321; Bubble Cum We Accept Visa or Made for your convenience. Card # Name on Card: Exp Date: Zip Code of Billing Address: Signature: Amount: Invoice Total P.O. No. Terms 3�1 559 Net 30 Total Quantity Unit Price Amount 55 36.00 -1 ,98o Subtotal $1,980.00 Sales Tax (8.5 %) $168.30 Total $2,148.30 Payments /Credits $0.00 Balance Due $2,148.30 Due Date 7/20/2013 Remit To: Chem Station of Northern California Rough & Ready Island I IA Stockton, CA 95203 DDl- D TO �,!L S t C� Ai CUQ -.CY CK'B BY ii=F ROVED BY .kTE L We Accept Visa or Made for your convenience. Card # Name on Card: Exp Date: Zip Code of Billing Address: Signature: Amount: Invoice Total P.O. No. Terms 3�1 559 Net 30 Total Quantity Unit Price Amount 55 36.00 -1 ,98o Subtotal $1,980.00 Sales Tax (8.5 %) $168.30 Total $2,148.30 Payments /Credits $0.00 Balance Due $2,148.30 Due Date 7/20/2013 Remit To: Chem Station of Northern California Rough & Ready Island I IA Stockton, CA 95203 FROM:Chemstation TOA 9256767211 06/20/2013 16:20:35 #32573 P.001 /001 , Customer # 1142 Bill To Central Contra Costa Sanitary District 5019 Imhoff Place Martinez, CA 94553 Fax: 1-925-676-7211 Invoice $4,768.15 Sales Tax (8.5 %) $405.29 Date Invoice# $5,173.44 Payments /Credits $0.00 CHEMSTATION $5,173.44 6/20/2013 14757 OF NOM IN N CGLIFORNU Remit To: KEEPING IT CLEAN Chem Station of Northern California Ship Date Delivery # Rough &Ready Island 11A Stockton, CA 95203 713 -E Luce Avenue 6/2012013 10505 Stockton, CA 95203 (209) 943 -7478 (209) 943 -7479 FAX www. clicinstati on. coni. Ship To Central Contra Costa Sanitary District 5019 Imhoff Place Martinez, CA 94553 We appreciate your business. If there is anyway we can serve you better, please P.O. No. Terms give us a call. Please pay from invoice and show invoice number on remittance stub. 3\1559 Net 30 Item # Description Total Quantity Unit Price Amount 3217 90 20.29 1,826.IOT 3217 145 20.29 2,942.05T Z)D 1 -,94 a-D -'t 31> 513. 1� 7/ We Accept Visa or MasterCard '7/7— for your convenience. Card #: Name on Card: Exp Date: 7 1) Code of Billing Address: Amount: Invoice Total ,X,.? Subtotal $4,768.15 Sales Tax (8.5 %) $405.29 Total $5,173.44 Payments /Credits $0.00 Balance Due $5,173.44 Due Date 7/20/2013 Remit To: Chem Station of Northern California Rough & Ready Island I IA Stockton, CA 95203 SUNGARD* PUBLIC SECTOR Invoice 1000 Business Center Drive Company Document No Date Page Lake Mary, FL 32746 LG 65684 31 /Ma /2013 1 of 3 800 - 727 -8088 y www.sungardps.com Bill To: Central Contra Costa Sanitary District 5019 Imhoff Place MARTINEZ, CA 94553 -4392 United States Attn: Mark Greenwalt 925 - 229 -7311 Customer Grp /No. 1 11 94L Vtip To Central Contra Costa Sanitary District 5019 Imhoff Place -�4 Tc MARTINEZ, CA 94553 -4392 `-- United States Attn: Mark Greenwalt 925-229-7311 Customer Name Customer PO Number Currency Terms Due Date Central Contra Costa Sanitary District USD NET30 30 /Jun /2013 No SKU Code/Description/Comments y + Units Rate Extended Contract No. 071248 19 Click2Gov Core Module 1.00 1,527.55 1,527.55 Maintenance Start: 01/JuV2013, End: 30/Jun/2014 3,C55.10 Contract No. 081578 j 110 (i 1 1 20 Q -rep Web Anonymous 1.00 2,609.81 2,609.81 Maintenance Start: 01/Jul/2013, End: 30/Jun/2014 d AP O D Sr DATE: Contract No. 100838 21 QRep Catalog for CX 1.00 316.20 316.20 Maintenance Start: 01 /Jul /2013, End: 30 /Jun/2014 Contract No. 2001055 j 2 QRep Administrator - (5) 5,00 331.00 1,655.00 Maintenance Start: 01/Jul/2013, End: 30/Jun/2014 3 QRep End User (12) 12.00 331.00 3,972.00 Maintenance Start 01 /JuV2013, End: 30/Jun/2014 4 QRep Catalogs for AT,BP.CR,FA,GM,LX,MR,PI,PR 9.00 328.85 2,959.55 Maintenance Start: 01 /Jul /2013, End: 30 /Jun/2014 Contract No. 20030975 y� Cot 00 NO ' 5 NAVI - Applicant Tracking 9 - 1.00 2,450.45 2 450 45 Maintenance Start 01 /JuV2013, End: 30/Jun/2014 6 NAVI - Building Permits Maintenance Start: 01/JuV2013, End: 30 /Jun/2014 7 Naviline - Asset Management I Maintenance Start: 01/Jul/2013, End: 30/Jun/2014 8 NAVI -GMBA Maintenance Start: 01/Jul/2013, End: 30/Jun/2014 9 NAVI- Accounts Receivable Maintenance Start: 01 /Jul /2013, End: 30/Jun/2014 10 NAVI - Purchasino/Invento CENTRAL CONTRA COSTA SANITARY DISTRICT ACCOUNT NUMI?SR AMOUNT 1.00 3 3,055.10 3 3,C55.10 110 (i 1 1 TCTAL S t+NO:CE ACCURACY CHECKED BY P OVED 8 . DATE: d AP O D Sr DATE: 1�0 5 5,298.70 5 5,298.70 1.00 3 3,055.10 3 3,C55.10 110 (i 1 1 12, 692.47 1 12, 692.47 00 4 4,487.18 4 4,487.18 6,974.76 Maintenance Start: 01 /Jul /2013, End: 30/Jun/2014 NAVI-Payroll/Person v ��' Y 1.00 5,298.70 5.298.70 CC, L�A.v / b \ Page Total 53,297.57 SUNG - D PUBLIC SECTOR 1000 Business Center Drive Lake Mary, FL 32746 800 - 727 -8088 www.sungardps.com Invoice Company Document No Date Page LG 65684 31 /May /2013 2 of 3 Bill To: Central Contra Costa Sanitary District Ship To: Central Contra Costa Sanitary District 5019 Imhoff Place 5019 Imhoff Place MARTINEZ, CA 94553 -4392 MARTINEZ, CA 94553 -4392 United States United States Attn: Mark Greenwalt 925 - 229 -7311 Attn: Mark Greenwalt 925 - 229 -7311 Customer Grp /No. Customer Name Customer PO Number Currency Terms Due Date 1 11 94L Central Contra Costa Sanitary District USD NET30 30/Jun/2013 No SKU Code/Description/Comments Units Rate Extended Maintenance Start: 01/JuV2013, End: 30/Jun/2014 12 NAVI - Cash Receipts 1.00 3,224.83 3,224.83 Maintenance Start: 01/Jul/2013, End: 30/Jun/2014 13 Naviiine- Land/Parcel Management 1.00 3,352.13 3,352.13 Maintenance Start: 01 /JuV2013, End: 30/Jun/2014 14 NAVI -DMS - Document Management Services 1.00 1,076.71 1,076.71 Maintenance Start: 01/Jul/2013, End: 30/Jun/2014 Contract No. 20041112 16 NAVI - Customer Information Systems 1.00 13,832.83 13,832.83 Maintenance Start: 01/Jul/2013, End: 30 /Jun/2014 Contract No. 20041147 / 15 Financial Imaging Interface 1.00 1,304.78 1,304.78 Maintenance Start: 01 /JuV2013, End: 30 /Jun/2014 Contract No. 20061658 17 Human Resources / 1.00 2,365.58 2,365.58 Maintenance Start: 01 /JuV2013, End: 30/Jun/2014 18 QRep Administrator 1.00 331.00 331.00 Maintenance Start 01 /Jul/2013, End: 30/Jun/2014 Contract No. 9612267 / 1 Retrofit Modification Option 79.00 100.00 7,900.00 Maintenance Start: 01/Jul/2013, End: 30/Jun/2014 Contract No. 22 Tax (Type - MA) 1.00 3,684.14 3,684.14 Page Total 37,072.00 SUt+IGARD' PUBLIC SECTOR 1000 Business Center Drive Lake Mary, FL 32746 800 - 727 -8088 www.sungardps.com Bill To: Central Contra Costa Sanitary District 5019 Imhoff Place MARTINEZ, CA 94553 -4392 United States Attn: Mark Greenwalt 925 - 229 -7311 Invoice Company Document No Date Page LG 65684 31/May/2013 3 of 3 Ship To: Central Contra Costa Sanitary District 5019 Imhoff Place MARTINEZ, CA 94553 -4392 United States Attn: Mark Greenwalt 925 - 229 -7311 Customer Grp /No. Customer Name Customer PO Number Currency Terms Due Date 1 11 94L Central Contra Costa Sanitary District USD NET30 30/Jun/2013 No SKU Code/Description/Comments :ema r- aymeni i o: auntzarc ruouc Sector inc. Bank of America 12709 Collection Center Drive Chicago, IL 60693 Units Rate Extended v•* Subtotal 86,685.43 Sales Tax i 3,684.14 Invoice Total : 90,369.57 Payment Received 0.00 Balance Due : 90,369.57 SUNGARD' PUBLIC SECTOR 1000 Business Center Drive Lake Mary, FL 32746 800 - 727 -8088 www.sungardps.com Bill To: Central Contra Costa Sanitary District 5019 Imhoff Place MARTINEZ, CA 94553 -4392 1 United States �I l Attn: Mark Greenwalt 925 - 229 -7311 Credit Memo Company Document No Date Page LG 67568 26/Jun/2013 1 of 1 (64.93) Invoice Cross Ref: 65684 Ship To: Central Contra Costa Sanitary District 5019 Imhoff Place MARTINEZ, CA 94553 -4392 United States Attn: Mark Greenwalt 925 - 229 -7311 Customer Grp /No. Customer Name Customer PO Number Currency Terms Due Date 1 1194LG Central Contra Costa Sanitary District USD RECEIPT 26/Jun/2013 No SKU Code /Description /Comments Units Rate Extended Contract No. 1 Click2Gov Core Module Partial CR to Inv 65684. Roy Li requested to cancel C2G Core Module effective 7/1/13. Contract No. 2 Tax (Type - MA) r Remit Payment To: SunGard Public Sector Inc. Bank of America 12709 Collection Center Drive Chicago, IL 60693 PSA Reference Number: MA -CO -65684 1.00 (1,527.55) 1,527.55 1.00 (64.93) 64.93 Page Total _.. ._ 1,592.48 D01 -0600 - (p(o - �5 -Do Oar -018a -Zf oo - Subtotal ! (1,527.55)1 Sales Tax (64.93) Invoice Total ! ~� (1,592.48) Payment Received (1,592.48) Balance Due 0.00-4 C N U C 1� U E N O C3) �.r d J L O CL d 0 O U N N O J T 1 M T- o N V U Cl) z LLI G W me G_ LLL ¢ / V z C m N .0 N C J CL C ,C 3 CT Q z0 Cl) O J LL cc W O 0 ILs c 4) < � 1 O r 'G c 10 f IL N N 61 LL �I. N N i Q < cc a d 1 L O 1 1 J � O ! 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