Agenda packet — Brea City Council, August 19, 2025 (part 9 of 11)

C. If use of a subcontractor is approved, then City may withhold 5% of each monthly payment to Consultant. Such retention shall be released upon City’s receipt of an unconditional release of all claims signed by any such subcontractor, as to work performed to date.

10. Independent Contractor.

A. Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant is or shall become an employee of City.

B. Consultant will determine the means, methods, and details by which Consultant’s personnel will perform the Services. Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services and compliance with the customary professional standards.

C. Consultant’s personnel shall not wear or display any City uniform, badge, identification number, or other information identifying such individual as an employee of City. Consultant’s personnel shall not use any City e-mail address or City telephone number in the performance of the Services. Consultant shall acquire and maintain at its sole cost and expense such vehicles, equipment and supplies as Consultant’s personnel require to perform the Services. Consultant shall perform the Services off of City premises at locations of Consultant’s choice, except as otherwise may from time to time be necessary in order for Consultant’s personnel to receive projects from City, review plans on file at City, pick up or deliver any work product, or as may be necessary to inspect or visit City locations. City may make a computer available to Consultant from time to time for Consultant’s personnel to obtain information about or to check on the status of projects pertaining to the Services.

D. Consultant shall be responsible for and pay all wages, salaries, benefits and other amounts due to Consultant’s personnel in connection with the Services Consultant shall be responsible for all Docusign Envelope ID: EE9CE748-6B8C-421B-8871-15ED7A1734FE 4 reports and obligations respecting such additional personnel, including Social Security taxes, other retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Consultant and its officers, employees, agents, and subcontractors shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System (“PERS”) or any other retirement program, as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits or any other retirement benefits.

11. CalPERS Compliance.

The parties acknowledge that City is a local agency member of CalPERS, and as such has certain pension reporting and contribution obligations to CalPERS on behalf of qualifying employees.

Consultant agrees that, in providing its employees and any other personnel to City to perform the Services, Consultant shall assure compliance with the Public Employees’ Retirement Law (Government Code Section 20000 et seq.), the regulations of CalPERS, and the Public Employees’ Pension Reform Act of 2013 (Government Code Section 7522 et seq.). Without limitation to the foregoing, Consultant shall assure compliance with regard to personnel who have active or inactive membership in CalPERS and to those who are retired annuitants and in performing this Agreement shall not assign or utilize any of its personnel in a manner that will cause City to be in violation of the applicable retirement laws and regulations.

12. Insurance.

Unless otherwise permitted or waived in writing by City’s Risk Manager Consultant shall not commence work until it has secured all insurance required under this section and provided evidence thereof that is acceptable to City. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section.

A. Commercial General Liability
i. Consultant shall take out and maintain, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to City.
ii. Coverage for Commercial General Liability insurance shall be at least as broad as the following:
a. Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent.
iii. Commercial General Liability Insurance must include coverage for the following:
a. Bodily Injury and Property Damage
b. Personal Injury/Advertising Injury
c. Premises/Operations Liability
d. Products/Completed Operations Liability
e. Aggregate Limits that Apply per Project
f. Contractual Liability with respect to this Agreement g. Broad Form Property Damage
Docusign Envelope ID: EE9CE748-6B8C-421B-8871-15ED7A1734FE 5 h. Independent Consultant's Coverage
iv. The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to this Agreement.
v. The policy shall be endorsed to name City, its elected and appointed officials, officers, employees, agents, servants, designated volunteers and agents serving as independent contractors in the role of City officials, as additional insureds using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsement forms providing the exact same coverage. vi. The general liability coverage may utilize deductibles or provide coverage excess of a selfinsured retention, only if approved by City’s Risk Manager in writing, and further provided that such deductibles shall not apply to coverage of the additional insureds B. Automobile Liability
i. Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to City.
ii. Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto). iii. The policy shall be endorsed to name City, its officials, officers, employees, agents, servants, designated volunteers and agents serving as independent Consultant in the role of City officials, as additional insureds.
iv. Subject to City’s written approval, the automobile liability coverage may utilize deductibles or provide coverage excess of a self-insured retention, provided that such deductibles shall not apply to coverage of the additional insureds.

C. Workers’ Compensation/Employer’s Liability
i. Consultant certifies that Consultant is aware of the provisions of Labor Code Section 3700 which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she/it will comply with such provisions before commencing work under this Agreement. ii. Consultant shall maintain full compensation insurance for its employees in accordance with the Workers’ Compensation and Insurance Act (Labor Code Section 3200 et seq.) and Employer’s Liability Coverage in amounts indicated herein. Consultant shall require all subcontractors to obtain and maintain workers’ compensation coverage of the same type and limits as specified in this section.

Docusign Envelope ID: EE9CE748-6B8C-421B-8871-15ED7A1734FE 6 D. Professional Liability (Errors and Omissions)
Consultant shall maintain professional liability or errors and omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to City and with the limits required herein. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy coverage form specifically designed to protect against acts, errors or omissions of Consultant in the performance of professional services. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend.

E. Cyber Liability
If Cyber Liability is included in the Minimum Policy Limits Required below, then Consultant shall maintain cyber liability insurance providing protection against claims and liabilities arising from:
i. Errors and omissions in connection with maintaining security of City Data (as defined below); ii. Data breach including theft, destruction, and/or unauthorized use of City Data; iii. Identity theft including bank charges assessed; and iv. Violation of privacy rights due to a breach of City Data.

F. Minimum Policy Limits Required
i. A.M. Best's Rating
Each policy of insurance required herein shall be from a company or companies having a current A.M. Best's rating of no less than A:VII and admitted and authorized to transact the business of insurance in the State of California.
ii. The following insurance limits are required for this Agreement:
a. Commercial General Liability
$1,000,000 per occurrence/ $2,000,000 aggregate for bodily injury, personal injury, and property damage
b. Automobile Liability
$2,000,000 per occurrence (any auto) for bodily injury and property damage c. Worker's Compensation and Employers Liability
In the amount required by California law for Workers’ Compensation Limit. $1,000,000 per occurrence for Employer's Liability
Docusign Envelope ID: EE9CE748-6B8C-421B-8871-15ED7A1734FE 7 d. Professional Liability
$2,000,000 per claim and aggregate (errors and omissions) e. Cyber Liability
$2,000,000 per occurrence
ii. Defense costs shall be payable in addition to the limits. iii.Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as additional insured pursuant to this Agreement.

G. Proof of Insurance
Within five days of execution of this Agreement, but prior to commencement of the Services, Consultant shall file with City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent) signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required original endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance.

H. Policy Provisions Required
i. The required policies of insurance shall require that the City be provided at least 30 days prior written notice of cancellation of any policy required by this Agreement, except that the policies shall provide at least 10 days prior written notice of cancellation of any such policy due to nonpayment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, Consultant shall deliver renewal certificate(s) including the required endorsement(s) to City at least 10 days prior to the effective date of cancellation or expiration.
ii. The Commercial General Liability Policy and Automobile Liability Policy shall each contain a provision stating that Consultant’s policy is primary insurance and that any insurance, selfinsurance or other coverage maintained by City or any additional insureds shall not be called upon to contribute to any loss.
iii. The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. If a “claims-made” professional liability policy is provided, it shall include an extended reporting period of not less than three years. iv. All required insurance coverages, except for the professional and cyber liability coverage, shall contain or be endorsed to provide a waiver of subrogation in favor of City, its elected and Docusign Envelope ID: EE9CE748-6B8C-421B-8871-15ED7A1734FE 8 appointed officials, officers, employees, agents, servants, designated volunteers and agents serving as independent contractors in the role of City officials (“City Parties”), or shall specifically require Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against the City Parties, and shall require similar written express waivers and insurance clauses from each of its subcontractors. v. The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve Consultant from liability in excess of such coverage, nor shall it limit Consultant’s indemnification obligations to City or preclude City from taking such other actions available to City under other provisions of this Agreement or law.

I. Additional Insurance Provisions
i. The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of such insurance by City, are not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by Consultant pursuant to this Agreement, including the provisions concerning indemnification. ii. If at any time during the term of this Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may terminate this Agreement for cause.
iii. City may require Consultant to provide for inspection by City, complete copies of all insurance policies in effect for the duration of the Agreement. iv. No City official, officer, employee, agent or volunteer shall be personally responsible for any liability arising under or by virtue of this Agreement. v. The insurance obligations under this Agreement shall be: (1) all the insurance coverage and/or limits carried by or available to Consultant; or (2) the minimum insurance coverage requirements and/or limits shown in this Agreement; whichever is greater. Any insurance proceeds in excess of or broader than the minimum required coverage and/or minimum required limits, which are applicable to a given loss, shall be available to City. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of Consultant under this Agreement.

J. Subcontractor Insurance Requirements
Consultant shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to City that it has secured all insurance required under this section.

Policies of commercial general liability insurance provided by such subcontractors shall be endorsed to name City, its elected and appointed officials, officers, employees, agents, servants, designated volunteers and agents serving as independent contractors in the role of City officials as additional Docusign Envelope ID: EE9CE748-6B8C-421B-8871-15ED7A1734FE 9 insureds, using ISO form CG 20 38 04 13 or an endorsement providing the same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors.

13. Indemnification.

A. Other than in the performance of professional services, and to the fullest extent permitted by law, Contractor shall defend (with counsel reasonably approved by City), indemnify and hold City, its elected and appointed officials, officers, attorneys, agents, employees, servants, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively “Indemnitees”) free and harmless with respect to any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages, liens, stop notices and/or injury of any kind, in law or equity, to property or persons, including bodily injury, wrongful death, personal injury and property damage, and destruction, or unauthorized access to, disclosure, use, and/or theft of electronic data (collectively, “Claims”) in any manner and to the extent arising out of, pertaining to, or incidental to any act, error, omission, or willful misconduct of Contractor, its owners, officials, officers, employees, subcontractors, contractors or agents (and/or any entity or individual for whom Contractor shall bear legal liability) in connection with the performance of the Services including the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses actually incurred in connection with such defense. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Contractor, or by City or any of the other Indemnitees.

Contractor shall have no liability hereunder for claims and liabilities arising out of the sole, active negligence of any of the Indemnitees. Notwithstanding anything to the contrary, in no event will Consultant be (a) liable for claims, liabilities or damages (i) that could not reasonably have been foreseen upon entry into this Agreement; (ii) arising from any action or inaction by Consultant in response to specific direction from Client; (iii) in connection with any Client monies not collected by Consultant; nor (iv) in connection with the issuance, non-issuance or revocation of any registration, license, permit, or exemption; nor (b) required to provide a defense in connection with any indemnification or hold harmless provisions under this Agreement.

B. Professional Services. To the fullest extent permitted by law, Contractor shall, at its sole cost and expense, protect, defend, hold harmless and indemnify the Indemnitees, from and against any and all Claims, whether actual, alleged or threatened, to the extent arising out of, pertaining to, or relating to, in whole or in part, the negligence, recklessness or willful misconduct of Contractor, and/or its officers, agents, employees, subcontractors, contractors or their officers, agents, servants or employees (and/or any entity or individual for whom Contractor shall bear legal liability) in the performance of professional services under this Agreement. Contractor shall defend the Indemnitees in any action or actions filed in connection with any Claims with counsel of the Indemnitees’ choice, and shall pay all costs and expenses, including all attorneys’ fees and experts’ costs, actually incurred in connection with such defense.

C. Contractor’s obligations under this Section shall survive the expiration or termination of this Agreement.

14. Laws and Venue.

This Agreement shall be governed by and interpreted in accordance with the laws of the State of California without regard for change of venue laws. If any action is brought to interpret or enforce any Docusign Envelope ID: EE9CE748-6B8C-421B-8871-15ED7A1734FE 10 term of this Agreement, the action shall be brought in the Superior Court of the County of Orange, or in the U.S. District Court, Central District, State of California. Consultant must comply with the claim procedures set forth in the Government Claims act (Government Code Section 810 et seq.) prior to filing any lawsuit against City.

15. Termination.

A. City may terminate any portion or all of the Services or this Agreement with or without cause by giving 10 days’ prior, written notice to Consultant. In such event, City shall be immediately given title to and possession of all Work Product (as defined below) and original field notes, drawings and specifications, written reports and all other documents produced or developed pursuant to this Agreement. Provided Consultant is not then in breach, City shall pay Consultant for any portion of the Services satisfactorily completed prior to termination. If termination occurs prior to completion of any specific task for which a payment request has not been received, the charge for Services performed shall be the reasonable value of such Services, based on an amount agreed to by the parties. City shall not be liable for any costs other than the charges or portions thereof which are specified herein.

Consultant shall not be entitled to payment for unperformed Services, and shall not be entitled to damages or compensation resulting from such termination.

B. Consultant may terminate this Agreement only for cause and by serving written notice of termination to City, provided Consultant has first served City with a written notice of default and demand to cure, and City has failed to cure such default within 30 days of receipt of such notice.

16. Ownership of Work Product.

A. All draft and final reports, documents, and other written material, and any and all images, reports, writings, ideas, concepts, designs including website designs, source code, object code, electronic data and files, and/or other media whatsoever created or developed by Contractor in the performance of this Agreement (collectively, “Work Product”) shall be considered to be “works made for hire” for the benefit of City. All Work Product and any and all intellectual property rights arising from their creation, including all copyrights and other proprietary rights, shall be and remain the property of City without restriction or limitation upon their use, duplication or dissemination by City upon final payment being made, provided that any such use shall be at City’s sole risk. Contractor shall not obtain or attempt to obtain copyright protection as to any of the Work Product. Contractor agrees that the compensation set forth in Section 2 of this Agreement includes conveyance to City of ownership of all Work Product, including intellectual property rights, as provided in this Section 16. "Work Product" shall not include intellectual property, or anything or idea protected by intellectual property rights, lawfully owned or possessed by [contractor] prior to the effective date of this Agreement.

B. Contractor hereby assigns to City all rights of ownership to the Work Product, including any and all related intellectual property and proprietary rights, that are not otherwise vested in City pursuant to subsection A above.

C. Contractor warrants and represents that it has secured all necessary licenses, consents or approvals necessary to the production of the Work Product, and that upon final payment or Contractor 's default, City shall have full legal title to the Work Product, and full legal authority and the right to use and reproduce the Work Product for any purpose. Contractor shall defend, indemnify and hold City, and the other Indemnitees harmless from any and all losses, claims or Docusign Envelope ID: EE9CE748-6B8C-421B-8871-15ED7A1734FE 11 liabilities in any way related to a claim that City’s use of any of the Work Product violates federal, state or local laws, or any contractual provisions, or any rights or laws relating to trade names, licenses, franchises, copyrights, patents or other means of protecting intellectual property rights and/or interests in products, ideas or inventions. Contractor shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, equipment, devices or processes in connection with its provision of the Work Product produced under this Agreement. In the event the use of any of the Work Product or other deliverables hereunder by City is held to constitute an infringement and the use of any of the same is enjoined, Contractor, at its expense, shall: (a) secure for City the right to continue using the Work Product and other deliverables by suspension of any injunction, or by procuring a license or licenses for City; or (b) modify the Work Product and other deliverables so that they become noninfringing while remaining in compliance with the requirements of this Agreement; or (c) provide the City with a full and complete refund of all sums paid under this Agreement.

Contractor’s obligations under this Section shall survive the expiration or termination of this Agreement.

17. Data Security.

A. As used in this Agreement, “City Data” means any and all information and data provided or made accessible, directly or indirectly, to Contractor by City, or otherwise acquired from City, in connection with Contractor ’s performance of the Services. As between the Contractor and the City, any and all City Data is solely owned by City. Contractor is granted a limited, nonexclusive, and revocable license to use City Data solely as necessary to perform the Services. At no time shall Contractor use City Data for its own purposes, or sell, disclose or disseminate City Data, except as required by law or to provide the Services. At all times herein, Contractor shall protect and maintain the security of City Data using methods providing not less than the level of security Contractor uses for its own confidential data, and that otherwise comply with recognized industry data security standards applicable to similar kinds of governmental data and information.

B. To the extent any City Data consists of personal information as defined in California Consumer Privacy Act (Civil Code Section 1798.100 et seq.), Contractor shall comply with that statute and with Civil Code Section 1798.80. et seq., including providing the required notifications in the event of any unauthorized access or disclosure of personal information stored, maintained, accessed, used or transmitted by Contractor in connection with this Agreement.

Notwithstanding the foregoing, Contractor shall within 24 hours notify the City Representative by telephone and in writing of any unauthorized access of City Data. Thereafter, Contractor shall render any assistance to City and law enforcement as necessary to ascertain the nature and extent of such unauthorized access.

C. Contractor shall not store City Data using cloud-based storage without City’s prior, written consent, unless the use of such storage is clearly described in the Scope of Services. Where permitted herein, any and all cloud-based storage shall be on servers and other hardware located within the continental United States, and shall be in compliance with ISO/IEC 27001 - 27018, as applicable, unless otherwise agreed to in writing by the City Representative. Cloud storage using Amazon Web Service or Microsoft Azure shall be deemed to satisfy the requirements of this subsection C.

Docusign Envelope ID: EE9CE748-6B8C-421B-8871-15ED7A1734FE 12 18. Party Representatives.

City hereby designates Monica Lo, or such person’s designee, as the City Representative for this Agreement.

Consultant hereby designates Andrew Nickerson, or such person’s designee, as Consultant’s Representative for this Agreement, unless and until written notice of a new representative acceptable to City is provided to City.

The foregoing representatives shall be authorized to provide consent where required herein, and to make other administrative decisions that will be binding on their respective party, except as otherwise specifically required herein.

19. Notices.

Any notices, invoices, or other documents related to this Agreement shall be deemed received on: (a) the day of delivery, if delivered by hand during the receiving party’s regular business hours or by email before or during the receiving party’s regular business hours; (b) the business day after delivery, if delivered by e-mail after the receiving party’s regular business hours; or (c) on the second business day following deposit in the United States mail, certified mail with return receipt requested and postage prepaid, to the addresses listed below, or to such other addresses as the parties may, from time to time, designate in writing.

City Consultant
City of Brea Hinderliter, del Llamas & Associates DBA
HdL Companies
1 Civic Center Circle 120 S. State College Blvd. Suite 200 Brea, CA 92821 Brea, CA 92821
United States USA
Faith Madrazo Andrew Nickerson
[email protected] [email protected]
(714) 671-4486 (714) 879-5000

20. Third Party Rights.

Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than City and Consultant.

21. Conflicts of Interest.

A. Consultant covenants that it presently has no interest, and shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. Consultant certifies that no one who has or will have any financial interest under this Agreement is an officer or employee of City.

C. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. If required, Consultant further agrees to file, or shall cause its employees or subcontractors to file, a Statement of Economic Interest with the City Clerk as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to terminate this Agreement without liability. No director, official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

22. Severability.

The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the remaining provisions unenforceable, invalid or illegal.

23. Successors and Assigns.

This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of the parties.

24. Non-Waiver.

None of the provisions of this Agreement shall be considered waived by either party, unless such waiver is specified in writing, and any such waiver shall be limited to that set of circumstances and not to any future circumstances unless another written waiver is executed.

25. Time of Essence.

Time is of the essence in each and every provision of this Agreement.

26. City’s Right to Employ Other Consultant's.

City reserves its right to employ other Consultant's to provide the Services or similar services.

27. Exhibits.

The attached Exhibit A and Exhibit B are incorporated herein by reference. In the event of any conflict or inconsistency between the provisions of this Agreement and any Exhibit, the provisions of this Agreement shall govern.

Docusign Envelope ID: EE9CE748-6B8C-421B-8871-15ED7A1734FE 14 28. Entire Agreement.

This Agreement represents the entire understanding of the parties as to the Services, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters. Each party acknowledges that no representations, inducements, promises or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This Agreement may not be modified or altered except in writing signed by both parties. This is an integrated agreement.
[SIGNATURES ON FOLLOWING PAGE]
Docusign Envelope ID: EE9CE748-6B8C-421B-8871-15ED7A1734FE 15 TO EXECUTE THIS AGREEMENT, the Parties have caused their authorized representatives to sign below. Digital Signatures are acceptable if they conform to all requirements of California Government Code Section 16.5.

Hinderliter, del Llamas & Associates DBA HdL Companies
By:_____________________________
Andrew Nickerson
President
[email protected]
By:_____________________________
Date Signed:_______________ Date Signed:________________ [Corporation: pursuant to California Corporations Code Section 313, both signature lines must be executed unless the signatory holds at least one of the offices designated on each line. Limited liability company: Pursuant to California Corporations Code Section 17703.01(d), both signature lines must be executed unless the articles of incorporation state that the firm is managed by only one manager.] City of Brea Attest (if over $50,000)
By:____________________________ By:____________________________ Kristin Griffith Victoria Popescu
City Manager City Clerk
[email protected] [email protected]
Date Signed:_______________ Date Signed:_________________ Docusign Envelope ID: EE9CE748-6B8C-421B-8871-15ED7A1734FE 8/5/2025 | 3:04:01 PM PDT
16 SPECIAL PROVISIONS
No Special Provisions required for this Agreement.

Docusign Envelope ID: EE9CE748-6B8C-421B-8871-15ED7A1734FE 17 EXHIBIT A
SERVICES – Sales and Use Tax

1. Sales and Use Tax and Economic Analysis/Forecasting Services/Reports

1.1. Establish a special database identifying the name, address, and quarterly allocations of all sales tax producers within the City. This database will be utilized to generate special reports to City on major sales tax producers by rank and category, sales tax activity by categories, or business districts, identification of reporting aberrations, and per capita and outlet comparisons with regional and statewide sales.

1.2. Provide periodic updated reports to City identifying changes in sales by individual businesses, business groups and categories, and by geographic area. These reports may include, without limitation, quarterly aberrations due to State audits, fund transfers, and receivables, along with late or double payments, and quarterly reconciliation worksheets to assist with budget forecasting. Consultant shall meet quarterly by in person or virtually with City.

1.3. Shall additionally provide following each calendar quarter a summary analysis for City to share with Council Members, Chamber of Commerce, other economic development interest groups and the public that analyze City’s sales tax trends by major groups and geographic areas without disclosing confidential individual tax records.

1.4. Establish a special database with California Department of Tax and Fee Administration (“CDTFA”) registration data for businesses within applicable district boundaries holding seller’s permit accounts.

1.5. Periodically license for the limited, non-exclusive, non-transferable use by City’s staff certain of Consultant’s web-based sales, use and/or transactions tax program(s) containing sellers permit, registration, allocation and related information for business outlets within City’s jurisdiction registered with the CDTFA.

1.6. Provide periodic updated reports endeavoring to identify and assist with budget forecasting (i) changes in allocation totals by individual businesses, business groups and categories, and (ii) aberrations due to State audits, fund transfers, and receivables, along with late or double payments.

2. Allocation and Audit Recovery Services

2.1. Conduct (when mutually agreed with City) initial and on-going sales and use tax audits of businesses to help identify and correct distribution and allocation errors, and to proactively affect favorable registration, reporting or formula changes thereby generating previously unrealized sales and use tax income for the City and/or recovering misallocated tax from registered taxpayers. Common errors that will be monitored and corrected include but are not limited to:
transposition errors resulting in misallocations; erroneous consolidation of multiple outlets; formula errors; misreporting of “point of sale” to the wrong location; delays in reporting new outlets; misallocating use tax payments to the allocation pools or wrong jurisdiction; and erroneous fund transfers and adjustments.

2.2. Initiate contacts with the CDTFA and sales management and accounting officials in companies that have businesses where a probability of error exists to endeavor to help verify whether current tax receipts accurately reflect the local sales activity. Such contacts will be conducted in a professional and courteous manner.

2.3. Prepare and submit to the CDTFA information for the purpose of correcting any identified allocation errors, and follow-up with individual businesses and the CDTFA to promote recovery by the City of back or prospective quarterly payments that may be owing.

Docusign Envelope ID: EE9CE748-6B8C-421B-8871-15ED7A1734FE 18 2.4. If, during the course of its audit, Consultant finds businesses located in the City’s jurisdiction that are properly reporting sales and use tax but have the potential for modifying their operation to provide an even greater share to City, Consultant may so advise City and collaborate with those businesses and City to encourage such changes.

OPTIONAL SERVICES – Transactions Tax Services

3. Transactions Tax and Economic Analysis/Forecasting Services/Reports

3.1 Consultant shall establish a database containing all applicable Department of Tax and Fee Administration (CDTFA) registration data for each business within the Measure “-” District boundaries holding a seller’s permit account. Said database shall also identify the quarterly transactions and use tax allocations under each account for the most current and previous quarters where available.

3.2 Consultant shall provide updated reports each quarter identifying changes in allocation totals by individual businesses, business groups and by categories. Quarterly aberrations due to State audits, fund transfers, and receivables, along with late or double payments, will also be identified. Quarterly reconciliation worksheets to assist finance officer with budget forecasting will be included.

3.3. Consultant shall advise and work with CITY Staff on planning and economic questions related to maximizing revenues, preparation of revenue projections and general information on transactions and use tax questions.

3.4. Consultant shall make available to CITY the HdL proprietary software program and Measure “- ” database containing all applicable registration and quarterly allocation information for CITY business outlets registered with the Department of Tax and Fee Administration. The database will be updated quarterly.

4. Deficiency/Allocation Reviews and Recovery

4.1. Consultant shall conduct on-going reviews to identify and correct unreported transactions and tax payments and distribution errors thereby generating previously unrealized revenue for the City. Reviews shall include:

4.1.(a) Comparison of county-wide local tax allocations to transactions tax for brick and mortar stores and other cash register-based businesses, where clearly all transactions are conducted on-site within the Measure “-” City boundaries, and therefore subject to transactions tax.

4.1.(b) Review of any significant one-time use tax allocations to ensure that there is corresponding transaction tax payments for taxpayers with nexus within the City boundaries.

4.1.(c) Review of state-wide transactions tax allocations and patterns to identify any obvious errors and omissions.

4.1.(d) Identification and follow-up with any potentially large purchasers of supplies and equipment (e.g. hospitals, universities, manufacturing plants, agricultural operations, refineries) to ensure that their major vendors are properly reporting corresponding transactions tax payments to the Measure “-” Transactions Tax District.

4.2. Consultant will initiate, where the probability of an error exists, contacts with the appropriate taxpayer management and accounting officials to verify whether current tax receipts accurately reflect the local sales activity. Such contacts will be conducted in a professional and courteous manner so as to enhance CITY’s relations with the business community.

Docusign Envelope ID: EE9CE748-6B8C-421B-8871-15ED7A1734FE 19 4.3. Consultant shall prepare and submit to the Department of Tax and Fee Administration all information necessary to correct any allocation errors and deficiencies that are identified and shall follow-up with the individual businesses and the California Department of Tax and Fee Administration to ensure that all back-quarter payments due the CITY are recovered.

5. Consulting and Other Optional Services. Consultant may from time to time in its sole discretion, consult with City’s staff, including without limitation, regarding (i) technical questions and other issues related to sales, use and transactions tax, (ii) utilization of reports to enhance business license collection efforts, (iii) sales tax projections for proposed annexations, economic development projects and budget planning, (iv) negotiating/review of tax sharing agreements, (v) establishing purchasing corporations, (vi) meeting with taxpayers to encourage self-assessment of tax obligations, and (vii) other sales, use or transactions tax revenue-related matters.

FEES – Sales and Use Tax Services

6. Sales and Use Tax and Economic Analysis/Forecasting Services/Reports

6.1. Fees for performing the sales tax and economic analysis/forecasting Services as described above shall initially be $850 per month, commencing with the month of the Effective Date (hereafter referred to as “monthly fee”). The monthly fee shall be invoiced quarterly in arrears, and shall be paid by City no later than 30 days after the invoice date.

6.2. Consultant will increase the non-hourly Fees established above once a year with reference to the 12-month percent change in the most recently published annual Consumer Price Index for All Urban Consumers (CPI-U), as reported by the U.S. Bureau of Labor Statistics (the “CPI Change”).

7. Allocation and Audit Recovery Services

7.1. Fees for performing the allocation and audit recovery Services described above shall be 15% of all new, increased and recovered sales and use tax revenue received by the City as a result, in whole or in part, of the allocation audit and recovery services (hereafter referred to as “audit fee”). The fee shall be paid notwithstanding any related City assistance, work in parallel, and/or incurrence of attorneys’ fees or other costs or expenses in connection, with the relevant Services.

7.2. The Fee described above include, without limitation, State fund transfers received for back quarter reallocations and monies received in the second eight (8) consecutive reporting quarters following completion of Consultant’s allocation audit and confirmation of the corrections by the CDTFA.

7.3. These Fees shall be paid by City upon Consultant’s submittal of evidence of Consultant’s relevant Services in support thereof, including, without limitation, copies of relevant communications between Consultant and the CDTFA and/or taxpayers.

FEES – Transactions Tax Services (OPTIONAL)

8. Transactions Tax and Economic Analysis/Forecasting Services/Reports

8.1. Fees shall be paid $300 monthly per Measure, billed quarterly for the transaction district tax reports that we include with the quarterly sales tax analyses. The monthly fee shall be invoiced quarterly in arrears and shall be paid by City no later than 30 days after the invoice date.

8.2. Consultant will increase the non-hourly Fees established above once a year with reference to the 12-month percent change in the most recently published annual Consumer Price Index for All Urban Consumers (CPI-U), as reported by the U.S. Bureau of Labor Statistics (the “CPI Change”).

Docusign Envelope ID: EE9CE748-6B8C-421B-8871-15ED7A1734FE 20 9. Allocation and Audit Recovery Services

9.1. Fees shall be paid 25% of the initial amount of new transactions or use tax revenue received by the City because of audit and recovery work performed by Consultant, (hereafter referred to as "audit fees"). New revenue shall not include any amounts determined and verified by City or Consultant to be increment attributable to causes other than Consultant’s work pursuant to this agreement. In the event, Consultant is responsible for an increase in the tax reported by businesses already properly making tax payments to the City, it shall be Consultant’s responsibility to separate and support the incremental amount attributable to its efforts prior to the application of the audit fee. Said audit fees will apply to state fund transfers received for those specific quarters identified as being missing and/or deficient following completion of the audit by Consultant and confirmation of corrections by the California Department of Tax and Fee Administration but shall not apply prospectively to any future quarter. Consultant shall provide City with an itemized quarterly invoice showing all formula calculations and amounts due for audit fees.

ADDITIONAL TERMS – Sales, Use and Transactions Tax Services

10. Consulting and Other Optional Services

10.1. Fees for performing the consulting and other optional Services described above shall be based on the following initial hourly rates: (i) Principal - $325; (ii) Programmer - $295; (iii) Senior Analyst - $245; and (iv) Analyst - $195.

10.2.Consultant may change the rates for its hourly Fees from time to time. A 30 days’ prior written notice to City will be given.

11. General Provisions Relating to Fees

11.1. Fees for travel and lodging expenses will be invoiced at cost and applied to all meetings (including implementation, training, operations and support). Travel expenses only apply to out of scope travel and must therefore be pre-approved by City.

11.2. Fees will be invoiced monthly to City for Services performed during the prior month. To the extent that Consultant has commercially reasonable means to do so, Fees will be netted out of City’s monthly revenue disbursement.

12. Confidentiality Information
Section 7056 of the State of California Revenue and Taxation Code (“R&T Code”) specifically limits the disclosure of confidential taxpayer information contained in the records of the CDTFA. Section 7056 specifies the conditions under which a city, county or district may authorize persons other than such city, county or district’s officers and employees to examine state sales and use tax records.

The following conditions specified in Section 7056-(b)(1) of the State of California R&T Code are hereby made part of this Agreement:

12.1. Consultant is authorized by this Agreement to examine sales, use or transactions and use tax records of the CDTFA provided to City pursuant to contract under the Bradley-Burns Uniform Local Sales and Use Tax Law R&T Code Section 7200 et.seq.

12.2. Consultant is required to disclose information contained in, or derived from, those sales or transactions and use tax records only to an officer or employee of City who is authorized by City resolution provided to the CDTFA to examine the information.

12.3. Consultant is prohibited from performing consulting services for a retailer (as defined in R&T Code Section 6015), during the term of this agreement.

12.4. Consultant is prohibited from retaining the information contained in or derived from those sales, use or transactions and use tax records after this agreement has expired. Information Docusign Envelope ID: EE9CE748-6B8C-421B-8871-15ED7A1734FE 21 obtained by examination of the CDTFA records shall be used only for purposes related to collection of local sales and use tax or for other governmental functions of the City as set forth by resolution adopted pursuant to Section 7056 (b) of the Revenue and Taxation Code. The resolution shall designate the Consultant as a person authorized to examine sales and use tax records and certify that this agreement meets the requirements set forth above and in Section 7056 (b), (1) of the Revenue and Taxation Code.

SERVICES – Business License Tax and Fees Administration

13. Operations Management Services

13.1. Establish and maintain database of Client businesses.

13.2. Receive and process applications, renewals and payments in a timely fashion.

13.3. Send renewal notices to active businesses within 30 days of the renewal period end date or at another interval specified by Client.

13.4. Provide businesses multiple options for submitting applications, renewals, payments, or support requests (including via website, email, mail, phone, and fax. Consultant license specialists will be available for live interactions Monday through Friday, 8:00am to 5:00pm Pacific).

13.5. Remit revenue to Client no less than monthly.

13.6. Provide Client staff access to website portal offering business registry inquiry, reporting, and electronic department approval capabilities.

14. Compliance Services:
1) Identify and register businesses which are subject to licensure or taxation 2) Collect known debt as pertains to business license or tax, and 3) Identify under-reported tax liability.

14.1.Discovery Services

14.1.1.Develop a list of businesses subject to Client licensure or taxation.

14.1.2. Notify non-compliant businesses of their options to comply or dispute their noncompliant status. Notification and support to businesses will be facilitated through the website, mail, email, phone and fax.

14.1.3. Review information and forms submitted by the business for completion and accuracy, inclusive of any additional required documentation (i.e. home occupation permit). All submissions are filed and stored electronically and made available to Client upon request.

14.1.4. Provide businesses with detailed invoicing and options to pay via website, mail, and phone.

14.1.5. Remit revenue to Client no less than monthly, along with all business applications and any additional documentation.

14.2. Collection Services

14.2.1. Identify businesses subject to Client licensure or taxation which have known debt to Client and have failed to pay within an appropriate time frame.

14.2.2. Notify businesses of their options to comply or dispute their non-compliant status.

14.2.3. Provide businesses with detailed invoicing and options to pay via website, mail and phone.

14.2.4. Remit revenue to Client no less than monthly.

14.3. Audit Services

14.3.1. Identify potential under-reporting and/or misclassified businesses.

Docusign Envelope ID: EE9CE748-6B8C-421B-8871-15ED7A1734FE 22 14.3.2. Audit businesses mutually agreed to by Client and Consultant that are identified as potential under-reporting businesses.

14.3.3. Submit audit summaries to Client and discuss further actions.

14.3.4. Educate businesses on proper reporting practices.

14.3.5. Invoice and collect identified deficiencies.

15. Online Payment Processing
Consultant’s services include PCI compliant payment processing services which supports both credit card and eCheck transactions.

15.1. Client Responsibilities

15.1.1. As a condition to its receipt of the Service, Client shall execute and deliver any and all applications, agreements, certifications or other documents required by Consultant’s payment processor, Networks or other third parties whose consent or approval is necessary for the processing of Transactions by Consultant’s payment processor. “Network” is an entity or association that operates, under a common service mark, a system which permits participants to authorize, route, and settle Transactions among themselves, including, for example, networks operated by VISA USA and Mastercard, Inc., NYCE Corporation, American Express, and Discover.

15.1.2. Client hereby grants Consultant the full right, power and authority to request, receive and review any Data or records reflected in a Transaction report. Client represents and warrants that it has the full right and authority to grant these rights.

FEES– Business License Tax and Fees Administration

16. Operations Management Services

16.1. Fees for performing operations management Services shall be $16.00 for each processed account, which is any account for which an application or renewal/return was processed, or active account which was sent a renewal notice.

16.2. Fees will be increased as of January 1st of each calendar year with reference to the 12-month percent change in the most recently published annual Consumer Price Index for All Urban Consumers (CPI-U), West Region, as reported by the U.S. Bureau of Labor Statistics (the “CPI Change”). Each annual increase in the Fees will be equal to the greater of two percent (2%) or the actual CPI Change and the lesser of five percent (5%) or the actual CPI Change. For example, if the actual CPI Change is 1.5%, then the annual increase will be 2%, if the actual CPI Change is 3.5%, then the annual increase will be 3.5%, and if the actual CPI Change is 12%, then the annual increase will be 5%.

16.3. Fees related to travel and lodging expenses are billed at cost and apply to all meetings (including implementation, training, operations and support). Travel expenses only apply to out of scope travel and must therefore be pre-approved by Client.

16.4. Fees will be invoiced monthly to Client for Services performed during the prior month. Fees will be netted out of Client’s monthly revenue disbursement. Client will submit payment for any balance due to Consultant within 30 days of receiving the invoice.

17. Compliance Services

17.1. Fees for performing compliance Services apply to all monies received for the current tax/license period and any other prior period collected (including monies received for taxes, penalties, interest, and fees).

17.1.1. Fees for performing discovery Services shall be a contingency Fee of 35% of the revenues received as a result of the Services.

Docusign Envelope ID: EE9CE748-6B8C-421B-8871-15ED7A1734FE 23 17.1.2. In the event that Client discovers a non-compliant business and reports the business to Consultant (including a calculation of all taxes/fees due), Consultant will categorize the business as a collection service effort and thus apply the lower collection Services contingency Fee rate.

17.1.3. Fees for performing collection Services shall be a contingency Fee of 25% of the revenues received as a result of the Services.

17.1.4. Fees for performing audit Services shall be a contingency Fee of 35% of the revenues received as a result of the Services.

17.2. Consultant recognizes Client’s authority to waive or reduce the tax/fee debt of a business.

Should Client decide to do so for a business whose deficiency was identified by Consultant, Consultant shall be entitled to compensation in the amount of one half (1/2) of the Fees Consultant would have otherwise earned. Deficiencies which are uncollectable due to insolvency or dissolution of the business, or for deficiencies which are otherwise incapable of collection (i.e. statute of limitation or other legal defense) shall not be considered a Client voluntary election to waive, and thus, Consultant would not be entitled to compensation related thereto under this provision.

17.3. The fee shall be paid notwithstanding any related Client assistance, work in parallel, and/or incurrence of attorneys’ fees or other costs or expenses in connection, with the relevant Services.

17.4. Fees related to travel and lodging expenses are billed at cost and applied to all meetings (including implementation, training, operations, and support). Travel expenses only apply to out of scope travel and must therefore be pre-approved by Client.

17.5. Fees will be invoiced monthly to Client for Services performed during the prior month. Fees will be netted out of Client’s monthly revenue disbursement. Client will submit payment for any balance due to Consultant within 30 days of receiving the invoice.

18. Payment Processing
Consultant will configure payment processing services to utilize either a taxpayer funded model (convenience fee) or Client funded model, as directed by Client. Client may switch between these models upon written request to Consultant. Fees for each of these payment processing models are detailed here.

18.1. Taxpayer funded model – Client authorizes Consultant to collect each convenience fee from the taxpayer at time of payment.

18.2. Credit and debit card processing – 2.9% of transaction amount, minimum of $2.00

18.3. ACH/eCheck processing - $2.50 per transaction

18.4. Client funded

18.5. Credit and debit card processing – 2.9% of transaction amount

18.6. ACH/eCheck processing - $0.75 per transaction

18.7. Returned payments/NSF fee – Each occurrence of a card chargeback, returned payment or insufficient funds will incur a fee of $25.00, to be applied to the taxpayers account.

18.8. Consultant reserves the right to review and adjust pricing related to payment processing services on an annual basis. Consultant will communicate any such adjustment to Client in writing, with 60 days advance notice. Items that will be considered in the review of fees may include, but are not limited to: regulatory changes, card association rate adjustments, card association category changes, bank/processor dues and assessments, average consumer payment amounts, card type utilization, and costs of service.

Docusign Envelope ID: EE9CE748-6B8C-421B-8871-15ED7A1734FE 24 SERVICES – Franchise Fee Administration

19. Franchise Fee Audit
Consultant’s work as set forth below is defined as “Agreed Upon Procedures” and is not a traditional review of financial statements as defined by Generally Accepted Reviewing Standards (“GAAS”).

A traditional review includes the issuance of an opinion stating whether the financial statements are presented fairly in conformity with Generally Accepted Accounting Principles (“GAAP”). Because the procedures listed do not constitute a traditional review, Consultant will not express an opinion on the Companies’ or the City’s financial statements or any elements, accounts, or items thereof.

Consultant’s analysis and report will related only to an analysis of Companies’ gross revenues and related elements of expenses. Consultant’s work identifies the steps we perform to ensure that the Companies accurately paid franchise and PEG fees to City. Consultant’s work includes:

19.1. Overall Tasks

19.1.1. Contact City’s staff and obtain documentation required to kick off the project.

19.1.2. Review the franchise agreements and requirements under DIVCA to understand the definition of gross revenues and the determination of franchise and PEG fees.

19.1.3. Prepare initial data requests to the Companies and the City requesting information related to the review period. During the project, if needed, prepare additional dta requests and submit them to the Companies.

19.1.4. Execute non-disclosure agreements (NDAs) with the Companies, if required.

19.1.5. Correspond with the Companies and the City, as required via phone and email, to obtain documentation, resolve issues, and obtain any appropriate assistance.

19.2. Review of Franchise and PEG Fees

19.2.1. Recalculate the franchise and PEG fees paid to City for the review period.

19.2.2. Identify all sources of gross revenues generated during the review period for which the City is due payments, including those revenues that the Companies did not include in determining franchise and PEG fees.

19.2.3. Verify that the Companies' accounting methodologies accurately calculated the gross revenues generated within the City during the review period. Investigate any inconsistencies and provide recommendations, if applicable.

19.2.4. Ensure that the general ledger's gross revenues are included in the gross revenues reported to the City in accordance with the franchise agreements and DIVCA.

19.2.5. On a test basis, reconcile gross revenues submitted as supporting documentation with the franchise fee payments to revenues recorded on the audited financial statements or equivalent reporting information.

19.2.6. Identify each revenue type or source that the Companies did not include in determining the franchise and PEG fees remitted to the City for the review period.

19.2.7. Ensure that gross revenues recorded on the general ledger are correctly included in the franchise fee payments in accordance with the franchise agreements and DIVCA.

19.2.8. Review other revenues consistent with the franchise agreements and DIVCA to determine whether they were correctly included in reported revenues.

19.2.9. Review non-sufficient funds fees, late fees, and administrative fees to ensure that they are correctly included in the gross revenues reported to the City.

19.2.10.Review bad debt expense and bad debt recoveries reported to the City.

19.2.11.Review and recalculate allocation of non-subscriber revenues to ensure that they are correctly included in gross revenues reported to the City.

Docusign Envelope ID: EE9CE748-6B8C-421B-8871-15ED7A1734FE 25 19.2.12.Reconcile advertising revenues reported in franchise and PEG fee payments to supporting documentation provided by the Companies.

19.2.13.Review any "contra-expenses" recorded by the Companies to ensure that amounts were accurately reported to the City.

19.3. SUMMARIZE RESULTS AND ISSUE REPORTS

19.3.1. Analyze franchise and PEG fees reported to the City by category of revenues.

19.3.2. Calculate under/overpayment of the amount due to the City, interest charges and applicable fees on under/overpayments of the franchise fees.

19.3.3. Submit final reports to the City. The reports will include our findings, including a recalculation of the franchise fees and determination of any deficiencies plus applicable interest due to the City.

19.4. ADDITIONAL SERVICES – Consultant is available to assist in resolving with the Companies any disputed issues as to amounts owed to the City. Additional services would include assisting the City in its negotiations with the Companies. Typically, we participate in conference calls, discuss our findings with the Companies, and assist the City in negotiating a settlement with the Companies. We are also available to perform other additional services, such as: meet with the City to discuss our findings; make presentations of our report to the City; and provide support and testimony if this matter is litigated.

19.5. INFORMATION REQUIRED FROM THE CITY – Consultant will prepare the initial data requests to send to the Companies requesting data regarding franchise and PEG fee payments to initiate the reviews. City staff will be required to furnish Consultant with copies of the following items to proceed with the projects:

19.5.1. Quarterly franchise and PEG fee payments and all supporting documentation

19.5.2. True-up and/or settlement payments

19.5.3. Franchise agreements, transfer agreements and ordinances, settlement agreements

19.5.4. Rate cards and fee schedules

19.5.5. Any relevant correspondence related to franchise fee payments

19.5.6. Any other relevant information that may impact Consultant review FEES– Franchise Fee Administration

20. Audit Services
Consultant will review franchise fees and PEG fees (if applicable) for the most recent 3-year review period for an hourly rate of $201.25 per hour, not to exceed $27,600.00 per audit review.

20.1. If Client takes legal action to collect underpayments identified by Consultant, any additional services, e.g. expert testimony, by Consultant will be provided at an agreed hourly rate of $250.00 per hour.

20.2. Fees for any travel and lodging expenses will be billed at cost and applied to all meetings (including implementation, training, operations and support).

20.3. Client will be invoiced monthly for Services performed during the prior month.

20.4. Review not to exceed amount will be increased as of January 1st of each calendar year with reference to the 12-month percent change in the most recently published annual Consumer Price Index for All Urban Consumers (CPI-U), West Region, as reported by the U.S. Bureau of Labor Statistics (the “CPI Change”). Each annual increase in the Fees will be equal to the greater of two percent (2%) or the actual CPI Change and the lesser of five percent (5%) or the actual CPI Change. For example, if the actual CPI Change is 1.5%, then the annual Docusign Envelope ID: EE9CE748-6B8C-421B-8871-15ED7A1734FE 26 increase will be 2%, if the actual CPI Change is 3.5%, then the annual increase will be 3.5%, and if the actual CPI Change is 12%, then the annual increase will be 5%.

20.5. Consultant may change the rates for its hourly Fees from time to time in its sole discretion upon at least 30 days’ prior written notice to Client.

SERVICES – Transient Occupancy Tax Administration

21. Audit Services

21.1. Analyze Client transient occupancy tax ordinance and business procedures, and recommend possible improvements or best practices for processes, form design, and ordinance.

21.2. Analyze lodging provider data and review analysis findings with Client. Analysis will include the most recent thirty-six (36) months of tax filings along with supplemental data as available (including number of rooms, occupancy rate, physical condition, and business dynamics).

21.3. Recommend lodging providers who merit additional investigation or examination to determine their compliance with Client’s ordinance.

21.4. Lodging providers identified by Consultant and approved by Client for audit are scheduled for a compliance analysis audit.

21.5. Review records of the lodging provider for information related to compliance with Client regulations (including endeavoring to validate taxable gross rents, exemptions, bank statements, daily/monthly summaries, and other relevant compliance-related information).

Supporting documentation for relevant items such as exemptions will also be reviewed.

21.6. Generate lodging provider compliance report (including results of the compliance analysis audit and recommended actions). Review report with Client and determine next steps.

21.7. Notify deficient lodging providers of the findings as well as instructions for payment and appeal processes. Schedule appointments with lodging providers to review findings and educate regarding proper filing procedures in order to prevent future errors and deficiencies.

21.8. Send compliant lodging providers a letter of commendation, thanking them for their cooperation and compliance.

21.9. Invoice lodging providers found to be underreporting through the standard Client approved collections process.

FEES – Transient Occupancy Tax Administration

22. Audit Services

22.1. Fees for performing audit Services are $2,500.00 per audit, or $2,250.00 per audit when performed with 10 or more properties.

22.1.1. Fees will be increased as of January 1st of each calendar year with reference to the 12- month percent change in the most recently published annual Consumer Price Index for All Urban Consumers (CPI-U), West Region, as reported by the U.S. Bureau of Labor Statistics (the “CPI Change”). Each annual increase in the Fees will be equal to the greater of two percent (2%) or the actual CPI Change and the lesser of five percent (5%) or the actual CPI Change. For example, if the actual CPI Change is 1.5%, then the annual increase will be 2%, if the actual CPI Change is 3.5%, then the annual increase will be 3.5%, and if the actual CPI Change is 12%, then the annual increase will be 5%.

22.2. Fees for any travel and lodging expenses will be billed at cost and applied to all meetings (including implementation, training, operations and support).

Docusign Envelope ID: EE9CE748-6B8C-421B-8871-15ED7A1734FE 27 22.3. Fees will be invoiced monthly to Client for Services performed during the prior month. Client will submit payment for any balance due to Consultant within 30 days of receiving the invoice.

Docusign Envelope ID: EE9CE748-6B8C-421B-8871-15ED7A1734FE City of Brea
Powerful Solutions, Proven Results
Sales and Use Tax Services | Audit and Management Services Sales and Use Tax Audit Services
HdL proposes a fee of 15% of all new sales and use tax revenue received by the City as a result of audit and recovery work performed by the firm. This auditfee applies to monies received in the first eight consecutive reporting quarters beginning with the receipt of the audit revenue in addition to any retroactive back quarter adjustments obtained by HdL. Auditfees are billed only after completion of the audit, submittal of corrections to the CDTFAand receipt of revenues by the client. 100% of all new revenue generated by HdL flows to the City afterthe completion of the eight quarters. The fee constitutes the full reimbursement to HdL and covers all direct and indirect costs incurred by the firm under this contract. This includes all salaries of our employees,travel expenses and service contracting costs as well as the software to be delivered to the City under this proposal.

Invoices are submitted only for recoveries previously approved by the City. HdL does not bill for audit revenues untilthe client has received said monies. Further, if during the billing cycle, a taxpayer receives a refund for overpaymentof taxes generated during that cycle, HdL credits back any proportionate share of the fee that may have been levied. Invoices are submitted quarterly after the City has received the revenue from the audit correction. The invoice includes the name, address, andsales taxregistration numberof each company, and the specific amount of revenueallocated by the CDTFA to the City forthose businesses. If a misallocation correction involves additional revenue from a company that had already been partially allocatingrevenues to the City, the City and HdL will agree in a Work Authorization, prior to billing, the methodology for identifying the incremental revenue attributable to HdL’s work.

Sales and Use Tax Management Services
This includes access to the City’s sales tax database through our web-based software and quarterly meetings withone of our principals. In preparation for each meeting, a principal of the firm analyzes the City’s data in detail and meets with appropriate City officials to review trends, point out businesses that should be contacted as part of the City’s business retention program and discuss and make recommendations regarding the economic and budget implications of the quarter’s data. Also included is a non-confidential newsletterthat can be shared with your council and the public. The price forthis option is $850* per month.

Optional Transactions Tax Services
Should the City adopt a transactions tax in the future, HdL can monitor and report on the City’s Transactions and Use Tax Measure. The fee for this service is $300* per month per measure and a 25% contingency fee against retroactive adjustments only (no prospective billing). Audit fees are billed only after the completion ofthe audit, submittal of corrections to the CDTFA and receipt ofrevenue by the City. *Plus annual CPI adjustment. No less than 2% and no greater than 5% annually. Adjusted annually by the California Consumer Price Index (CCPI) California All Urban Consumers index for all items as determined by the California Department of Industrial Relations as measured from February to February.

FEES AND CHARGES DETAIL
1 EXHIBIT B

FEE SCHEDULE
Docusign Envelope ID: EE9CE748-6B8C-421B-8871-15ED7A1734FE City of Brea
Powerful Solutions, Proven Results
Business License Tax Administration | Services and Additional Information Business License Tax Administration Services
This service includes Discovery and Audits. The price for this service is $16.00 per processed account plus annual CPI adjustment.

NOTE: Payment transactions are subject to typical payment processing and returned payment fees. HdL supports both agency funded (fees paid by City) and convenience fee (fees paid by taxpayer) models.

Business License Tax Discovery, Compliance, Audit and Collection Services The fee for discovery, compliance and audit services is 35% of the revenues received, and 25% of collections received as a result of the service.

Transient Occupancy Tax Audit | Services and Additional Information Transient Occupancy Tax Audits
The fee for lodging tax audit services is $2,500* per audit or $2,250* when done with 10 or more properties consecutively.
*Plus annual CPI adjustment.

Franchise Fee Audits | Services and Additional Information The fee for this service is $201.25 per hour with a NTE of $27,600 per audit.

Hourly Rate for Additional Services | Hourly Rates for Other Optional Services Not Included in this RFP
• Director: $325
• Programmer: $295
• Senior Analyst: $245
• Analyst: $195
Contract Terms | Additional Information
After reviewing the contract template provided, we would like to reserve the right to negotiate changes to the terms of the contract, if necessary, depending on the specific services selected by the City. We will work collaboratively with the City to address any concerns and finalize the contract terms to reflect the unique requirements of the services provided. HdL can meet the insurance criteria but wanted to note that the Automobile Liability of $2M/occurrence will be met through our umbrella policy. 2 Docusign Envelope ID: EE9CE748-6B8C-421B-8871-15ED7A1734FE

REQUEST FOR PROPOSALS
Sales, Property, Business License, and Other Tax and Reporting Services 2025.04.22.01

STANDARD FORM I

PRICE FORM
(Proposer’s Company Name)
Separate and describe your tasks, and associated costs, for the Scope of Services requirements.

Attach additional pages if necessary.

Please note that pricing Must Be All-Inclusive. EACH PROPOSAL MUST BE INCLUSIVE OF ALL COSTS TO PERFORM THE REQUIRED SERVICES. Any and all costs of labor, transportation, materials, software, equipment, proprietary licenses, and any and all other fees, costs, taxes, insurance, and expenses necessary to comply with the requirements of this RFP and to provide the Services, must be included in the proposal price.

Additional comments/remarks:
_____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ Hinderliter, de Llamas & Associates
Sales and Use Tax Audit Services
Business License Administration Services - Per Processed Account* Sales and Use Tax Management Services - Annually* $10,200 35% Revenue Received
25% Collections
16 2,500
201.50 Per Hour
Transient Occupancy Tax Audits - Price Per Audit*
Business License Tax Discovery, Compliance, Audit and Collection Services Franchise Fee Audits - Charged Per Hour with NTE of $27,600 Per Audit See Note Below
Please see attached cost details. Total costs will be determined based on audit finds, number of audits, recovery, etc. *Plus Annual CPI Adjustment
15% Contingency Fee
Docusign Envelope ID: EE9CE748-6B8C-421B-8871-15ED7A1734FE 1 Agreement No. 2025.07.11.168
Professional Services Agreement
This Professional Services Agreement ("Agreement") is dated Tuesday, August 19, 2025 for reference purposes and is executed by the City of Brea, a California municipal corporation (“City”), and HdL Coren & Cone a Consultant ("Consultant").

RECITALS
A. City desires to retain Consultant as an independent contractor to provide the following Professional Services: Property Tax Auditing Services and Statistical Reporting of the City's Annual Comprehensive Financial Report for Administrative Services.

B. Contractor represents that it is duly licensed, fully authorized by law, and has the necessary experience and qualifications, to provide such services.

NOW, THEREFORE, the parties agree as follows:

AGREEMENT

1. Scope of Services.

Consultant shall perform the services referenced in the Recitals and more specifically described in the Scope of Services set forth in the attached Exhibit A, and as otherwise required by this Agreement, all to City’s satisfaction (collectively, “Services”).

2. Compensation
A. City shall pay for the Services satisfactorily performed, in accordance with Scope of Services and Fee Schedule set forth in the attached Exhibit A and Exhibit B.

B. In no event shall the total amount paid for the Services over the term of this Agreement exceed a fixed fee of $18,150 paid in quarterly installments and the revenue sharing amount of twenty-five percent (25%) of all actual revenues generated and collected including all adjustments for property tax consulting and audit services. This revenue sharing amount covers and is inclusive of all labor, materials, and any and all other costs incurred by Consultant in performing the Services. The Base Fixed Fee shall be adjusted annually by the California Consumer Price Index (CCPI) California All Urban Consumers index for all items as determined by the California Department of Industrial Relations as measured from February to February, no less than 2% and no greater than 5% annually.

C. Unless the Fee Schedule calls for payment of a one-time flat fee, periodic payments for undisputed work shall be made within 30 days of receipt of an invoice which includes a description of work performed.

D. Unless the Fee Schedule calls for payment on a different schedule, Consultant shall invoice City on a monthly basis.
2 A. Consultant shall commence the Services on the above Effective Date, timely complete all performance milestones, if any, and shall complete the Services within the term of this agreement.

B. Force Majeure. Neither party shall be considered in default of this Agreement for delays in performance caused by a force majeure event. As used in this Agreement, the term “force majeure event” means circumstances beyond the reasonable control of the non-performing party and includes the following: abnormal weather conditions; floods; earthquakes; fire; epidemics; war; riots and other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage; or judicial restraint. Consultant’s lack of financial capability, shall not constitute a force majeure event unless directly attributable to any of the foregoing events.

C. Should a force majeure event occur, the non-performing party shall, within a reasonable time of being prevented from performing, give written notice to the other party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement.

6. Maintenance of Records.

Books, documents, papers, accounting records, and other evidence pertaining to the Services, including costs incurred, shall be maintained by Consultant and made available for review by City at all reasonable times during the term of this Agreement and for four (4) years from the date of final payment by City.

7. Standard of Care.

Contractor’s Services shall be performed in accordance with the generally accepted professional standards of practice and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently performing similar services under similar conditions in southern California. Contractor shall maintain all professional licenses and certifications required to lawfully perform the Services.

3. Additional Work.

A written amendment to this Agreement shall be executed for any contingency work that increases the Contract Amount by more than 10%, subject to approval by the City Manager.

4. Term.

A. The term of this Agreement shall commence Monday, September 1, 2025 (“Effective Date”).

Unless extended or earlier terminated as provided herein, this Agreement shall expire on: Saturday, August 31, 2030.

City may extend the term of this Agreement by giving written notice to Contractor within 30 days prior to the then-scheduled expiration date for up to two (2) additional one-year terms which will be in the sole discretion of the: City Manager, or designee.

5. Time of Performance.
3 8. Compliance with Law.

A. Consultant shall comply with all applicable laws including Cal/OSHA requirements.

B. Consultant shall obtain a City of Brea business license.

C. Consultant shall comply with all applicable provisions included in the attached Special Provisions Section.

9. Assignment and Subcontracting.

A. Consultant shall not assign or transfer this Agreement or any rights or obligations under, or any interest in this Agreement, or subcontract any required performance hereunder, without the prior written consent of City, which may be withheld for any reason. City shall be deemed to have approved Consultant’s utilization of subcontractors identified in Consultant’s proposal for the Services.

B. Any attempt to so assign, transfer, or subcontract without City’s prior written consent shall be void and shall constitute grounds for City’s termination of this Agreement. Authorized subcontracts shall contain a provision making the subcontractor subject to all requirements of this Agreement otherwise applicable to the Consultant.

10. Independent Contractor.

A. Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant is or shall become an employee of City.

City may make a computer available to Consultant from time to time for Consultant’s personnel to obtain information about or to check on the status of projects pertaining to the Services. 4 D. Consultant shall be responsible for and pay all wages, salaries, benefits and other amounts due to Consultant’s personnel in connection with the Services Consultant shall be responsible for all reports and obligations respecting such additional personnel, including Social Security taxes, other retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Consultant and its officers, employees, agents, and subcontractors shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System (“PERS”) or any other retirement program, as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits or any other retirement benefits.

11. CalPERS Compliance.

The parties acknowledge that City is a local agency member of CalPERS, and as such has certain pension reporting and contribution obligations to CalPERS on behalf of qualifying employees.

12. Insurance.

A. Commercial General Liability
i. Consultant shall take out and maintain, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to City.
ii. Coverage for Commercial General Liability insurance shall be at least as broad as the following:
a. Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent.
iii. Commercial General Liability Insurance must include coverage for the following:
a. Bodily Injury and Property Damage
b. Personal Injury/Advertising Injury
c. Premises/Operations Liability
d. Products/Completed Operations Liability
e. Aggregate Limits that Apply per Project
5 f. Contractual Liability with respect to this Agreement g. Broad Form Property Damage
h. Independent Consultant's Coverage
iv. The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to this Agreement.
v. The policy shall be endorsed to name City, its elected and appointed officials, officers, employees, agents, servants, designated volunteers and agents serving as independent contractors in the role of City officials, as additional insureds using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsement forms providing the exact same coverage. vi. The general liability coverage may utilize deductibles or provide coverage excess of a selfinsured retention, only if approved by City’s Risk Manager in writing, and further provided that such deductibles shall not apply to coverage of the additional insureds B. Automobile Liability
i. Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to City.
ii. Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto). iii. The policy shall be endorsed to name City, its officials, officers, employees, agents, servants, designated volunteers and agents serving as independent Consultant in the role of City officials, as additional insureds.
iv. Subject to City’s written approval, the automobile liability coverage may utilize deductibles or provide coverage excess of a self-insured retention, provided that such deductibles shall not apply to coverage of the additional insureds.

D. Professional Liability (Errors and Omissions)
6 Consultant shall maintain professional liability or errors and omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to City and with the limits required herein. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy coverage form specifically designed to protect against acts, errors or omissions of Consultant in the performance of professional services. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend.

F. Minimum Policy Limits Required
i. A.M. Best's Rating
Each policy of insurance required herein shall be from a company or companies having a current A.M. Best's rating of no less than A:VII and admitted and authorized to transact the business of insurance in the State of California.
ii. The following insurance limits are required for this Agreement:
a. Commercial General Liability
$1,000,000 per occurrence/ $2,000,000 aggregate for bodily injury, personal injury, and property damage
b. Automobile Liability
$1,000,000 per occurrence (any auto) for bodily injury and property damage c. Worker's Compensation and Employers Liability
In the amount required by California law for Workers’ Compensation Limit. $1,000,000 per occurrence for Employer's Liability
7 d. Professional Liability
$2,000,000 per claim and aggregate (errors and omissions) e. Cyber Liability
Cyber Liability Insurance is not required for this Agreement. ii. Defense costs shall be payable in addition to the limits. iii.Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as additional insured pursuant to this Agreement.

H. Policy Provisions Required
i. The required policies of insurance shall require that the City be provided at least 30 days prior written notice of cancellation of any policy required by this Agreement, except that the policies shall provide at least 10 days prior written notice of cancellation of any such policy due to nonpayment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, Consultant shall deliver renewal certificate(s) including the required endorsement(s) to City at least 10 days prior to the effective date of cancellation or expiration.
ii. The Commercial General Liability Policy and Automobile Liability Policy shall each contain a provision stating that Consultant’s policy is primary insurance and that any insurance, selfinsurance or other coverage maintained by City or any additional insureds shall not be called upon to contribute to any loss.
iii. The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. If a “claims-made” professional liability policy is provided, it shall include an extended reporting period of not less than three years. iv. All required insurance coverages, except for the professional and cyber liability coverage, shall contain or be endorsed to provide a waiver of subrogation in favor of City, its elected and 8 appointed officials, officers, employees, agents, servants, designated volunteers and agents serving as independent contractors in the role of City officials (“City Parties”), or shall specifically require Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against the City Parties, and shall require similar written express waivers and insurance clauses from each of its subcontractors. v. The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve Consultant from liability in excess of such coverage, nor shall it limit Consultant’s indemnification obligations to City or preclude City from taking such other actions available to City under other provisions of this Agreement or law.

Policies of commercial general liability insurance provided by such subcontractors shall be endorsed to name City, its elected and appointed officials, officers, employees, agents, servants, designated volunteers and agents serving as independent contractors in the role of City officials as additional 9 insureds, using ISO form CG 20 38 04 13 or an endorsement providing the same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors.

13. Indemnification.

Contractor shall have no liability hereunder for claims and liabilities arising out of the sole, active negligence of any of the Indemnitees.

C. Contractor’s obligations under this Section shall survive the expiration or termination of this Agreement.

14. Laws and Venue.

This Agreement shall be governed by and interpreted in accordance with the laws of the State of California without regard for change of venue laws. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in the Superior Court of the County of Orange, or in the U.S. District Court, Central District,, State of California. Consultant must comply with the claim procedures set forth in the Government Claims act (Government Code Section 810 et seq.) prior to filing any lawsuit against City.
10 15. Termination.

Consultant shall not be entitled to payment for unperformed Services, and shall not be entitled to damages or compensation resulting from such termination.

16. Ownership of Work Product.

A. All draft and final reports, documents, and other written material, and any and all images, reports, writings, ideas, concepts, designs including website designs, source code, object code, electronic data and files, and/or other media whatsoever created or developed by Contractor in the performance of this Agreement (collectively, “Work Product”) shall be considered to be “works made for hire” for the benefit of City. All Work Product and any and all intellectual property rights arising from their creation, including all copyrights and other proprietary rights, shall be and remain the property of City without restriction or limitation upon their use, duplication or dissemination by City upon final payment being made, provided that any such use shall be at City’s sole risk. Contractor shall not obtain or attempt to obtain copyright protection as to any of the Work Product. Contractor agrees that the compensation set forth in Section 2 of this Agreement includes conveyance to City of ownership of all Work Product, including intellectual property rights, as provided in this Section 16. "Work Product" shall not include intellectual property, or any thing or idea protected by intellectual property rights, lawfully owned or possessed by [contractor] prior to the effective date of this Agreement.

C. Contractor warrants and represents that it has secured all necessary licenses, consents or approvals necessary to the production of the Work Product, and that upon final payment or Contractor 's default, City shall have full legal title to the Work Product, and full legal authority and the right to use and reproduce the Work Product for any purpose. Contractor shall defend, indemnify and hold City, and the other Indemnitees harmless from any and all losses, claims or liabilities in any way related to a claim that City’s use of any of the Work Product violates federal, state or local laws, or any contractual provisions, or any rights or laws relating to trade names, licenses, franchises, copyrights, patents or other means of protecting intellectual property 11 rights and/or interests in products, ideas or inventions. Contractor shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, equipment, devices or processes in connection with its provision of the Work Product produced under this Agreement. In the event the use of any of the Work Product or other deliverables hereunder by City is held to constitute an infringement and the use of any of the same is enjoined, Contractor, at its expense, shall: (a) secure for City the right to continue using the Work Product and other deliverables by suspension of any injunction, or by procuring a license or licenses for City; or (b) modify the Work Product and other deliverables so that they become noninfringing while remaining in compliance with the requirements of this Agreement; or (c) provide the City with a full and complete refund of all sums paid under this Agreement.

Contractor’s obligations under this Section shall survive the expiration or termination of this Agreement.

17. Data Security.

18. Party Representatives.

City hereby designates Monica Lo, or such person’s designee, as the City Representative for this Agreement.
12 Consultant hereby designates Nichole Cone-Morishita, or such person’s designee, as Consultant’s Representative for this Agreement, unless and until written notice of a new representative acceptable to City is provided to City.

19. Notices.

City Consultant
City of Brea HdL Coren & Cone
1 Civic Center Circle 120 South State College Blvd., Ste. 200
Brea, CA 92821 Brea, CA 92821
United States USA
Faith Madrazo Nichole Cone-Morishita
[email protected] [email protected]
(714) 671-4486 (714) 879-5000

20. Third Party Rights.

Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than City and Consultant.

21. Conflicts of Interest.

B. Consultant further covenants that, in the performance of this Agreement, no subcontractor or person having any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services shall be employed. Consultant has provided City with a list of all City-approved subcontractors and the key personnel for such subcontractors that are retained or to be retained by Consultant in connection with the performance of the Services, to assist City in affirming compliance with this Section.
13 C. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. If required, Consultant further agrees to file, or shall cause its employees or subcontractors to file, a Statement of Economic Interest with the City Clerk as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to terminate this Agreement without liability. No director, official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

22. Severability.

The enforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the remaining provisions unenforceable, invalid or illegal.

23. Successors and Assigns.

This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of the parties.

24. Non-Waiver.

25. Time of Essence.

Time is of the essence in each and every provision of this Agreement.

26. City’s Right to Employ Other Consultant's.

City reserves its right to employ other Consultant's to provide the Services or similar services.

27. Exhibits.

28. Entire Agreement.

This Agreement represents the entire understanding of the parties as to the Services, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters. Each party acknowledges that no representations, inducements, promises or 14 agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This Agreement may not be modified or altered except in writing signed by both parties. This is an integrated agreement.
[SIGNATURES ON FOLLOWING PAGE]
TO EXECUTE THIS AGREEMENT, the Parties have caused their authorized representatives to sign below. OigitAI Signatures arc acceptable if they conform to all requirements of California Gov\!rnment Code Section 16.5.

HdL Coren & Cone
:!~~~ President
pront'(,vhadttpropertytax.com
Date Signed:~ '.Jt1 /,(J '7,!5
By: 1\/Afl,t_ (b-,t.---
Nichole Cone-Morishita
Chief Finance Officer
[email protected]
Date Signed: J~tta '?j 1 'J,ff2S
{Corporation: pursuant to California Corporations Code Section 313. both signature lines must be executed unless the signatory holds at le~t one of the offices designated on each line. Limited liability company: Pursuant to California Corporations Code Section 17703.0l(d). both signature lines must be executed unless the articles of incorporation state that the finn is managed by only one manager. I City of Brea
By: _________ _
Kristin Griffith
City Manager
[email protected]
Date Signed: _____ _
Attest (if over $50.000)
By: ___________ _
Victoria Popescu
Date Signed: ______ _
1C
16 SPECIAL PROVISIONS
No Special Provisions required for this Agreement.

Response to RFP No. 2025.04.22.01 – Sales, Property, Business License, and Other Tax and Reporting Services for the City of Brea 9 3 TECHNICAL
Approach
Using HdLCC's custom software, a data set of all parcels in the City or Agency will be established. This data is prepared from the Orange County Lien Date Rolls that is purchased annually in July. HdLCC updates the original County roll with any transfers in ownership, which have occurred between the lien date and the current month and updates the ownership information (name and mailing address), date of transfer, sale price, and document (deed) number monthly.

Audit Method and Approach
To achieve the highest audit and recovery results, HdLCC employs the following audit techniques and programs:
a. Identification and Correction of Errors
HdLCC has the technology, methodology and trained staff to analyze all secured parcels and unsecured assessments within the City and Successor Agency to identify costly errors resulting in the misallocation of property taxes. Our firm will conduct an analysis to identify and verify, in both the City and within redevelopment project areas, parcels which are mis-assigned by Tax Rate Area (TRA) and will provide the correct TRA designation to the proper County agency.

The company has the ability to audit the secured and unsecured property tax rolls two ways, first reviewing the entire county to find parcels miscoded to other jurisdictions; and second, reviewing the parcels within the city, county or agency to ensure that each is coded to the appropriate taxing entity. To date, we have recovered in excess of $100 million in net revenue for our client agencies in 44 counties statewide. Our advanced technology, accuracy and track record have placed us in a unique position to be hired by cities to find additional revenues after audits have been performed by prior consultants. In addition, by filing audit results with the County Assessor in a timely manner, we can assure that the repetitive errors from previous years will not continue.

Upon approval of the contract, the company will perform an analysis of the Assessor Rolls to identify all parcels on both the secured and unsecured tax rolls and verify that parcel assessed valuations and the resulting taxes are correctly allocated to the City or its Successor Agency. This analysis is accomplished through the use of specialized computer software, assessor maps, city GIS maps, city records, other pertinent documents, and field investigations. The review will include the lien date secured and unsecured data for the current tax year as well as historical data back for a total of two (2) tax years and be performed no less than every other year.

The Orange County Assessor has always considered unsecured property addresses a confidential field of information and therefore does not include this data on the lien date database sold to outside purchasers.

Addresses are a critical field of data required for auditing unsecured property as it is reported based on situs address. This makes performing reviews on the unsecured (business property) a challenge because if the County fails to indicate where the property is located as a field in their database, it is impossible to challenge its incorrect assignment. In recent years we have been able to augment the unsecured roll addresses supplied from outside sources to bring the percentage of unsecured records to 70%. Audits will only be able to be performed on unsecured assessments with situs addresses.
b. Reports and Analytical Services
HdLCC furnishes a variety of reports detailing property and revenue trends for the entire city and for custom defined geographic areas. These reports can be used for budgeting purposes, planning, economic development and public information. Among the reports available are top 25, 50, 100-property owner/taxpayer listings, multiple ownership properties, non-owner occupied parcels, identification of property ownership transfers for tracking of reassessments. We also provide the City with quarterly reports of successful, pending and historical assessment appeals.

HdL Coren & Cone will reconcile the annual Auditor/Controller Assessed Valuations Report and will furnish a breakdown of assessed values within the City and Successor Agency.

The identification of escaping revenue through the use of property tax data sets has been a targeted focus for HdLCC during the past 30 years. With the reduction of tax revenues through legislated Educational Revenue

EXHIBIT A

SCOPE OF WORK
Response to RFP No. 2025.04.22.01 – Sales, Property, Business License, and Other Tax and Reporting Services for the City of Brea 10

TECHNICAL
Augmentation Fund (ERAF), cities, counties, agencies and special districts have been focusing on ways to increase the limited resources already stretched thin. The use of the secured roll will assist in identifying owners of rented residential, commercial, or industrial properties that do not have a business license with the City should one be required.

The company will provide the following reports based on the current year lien date rolls and will provide the reports annually, quarterly or monthly as appropriate: Reports are also available from prior years if requested. • A five-year history of the values within the City, and custom (city defined) geographic areas;
• A listing of the largest value changes, positive and negative between tax years; • An annual parcel listing of properties with parcel number changes between tax years identifying parcel splits and combines;
• A listing of the major property owners for the City including the combined assessed values of their property and property use code designation; • A listing and summary of property transfers which occurred since the lien date ordered by month;
• A listing of parcels that have not changed ownership since the enactment of Proposition 13;
• A comparison of property within the City by county use-code designation; • A multiple year comparison of growth by use code designation over a 5-year period;
• Using building permits (if provided) or roll value added from new improvements, HdLCC will identify non-residential parcels with new construction activity and provide reports for use in preparing Proposition 4 and 111 State Appropriation Limit calculations.
• Calculate an estimate of property tax revenue anticipated to be received for the current fiscal year by the City based upon the initial information provided by the County and subject to modification. This estimate shall not be used to secure the indebtedness of the City.
• Analyses based on geo areas designated by the City to include assessed valuations and square footage computations for use in economic analysis and community development planning.
• Tracking of Proposition 8 reductions and restorations • Median sale price data for current year and prior years for comparison • One and five-year budget projections for the city general fund, Successor Agency, special districts, and Vehicle License Fee in Lieu revenues. This report is interactive for tax modeling.
• Newsletter summary for public and elected distribution. c. Information Provided Quarterly or Monthly
• HdL Coren & Cone prepares reports including a listing of property tax appeals filed on properties in the city and former RDA project areas. These reports are prepared for both the City General Fund and Successor Agency and include a history of all appeals filed; the disposition of those appeals, successful appeals, pending appeals, and a report to assist the City/Successor Agency in determining the potential impact of pending appeals.
• A listing of property transfers that have occurred since the last report will be available through the 3 Response to RFP No. 2025.04.22.01 – Sales, Property, Business License, and Other Tax and Reporting Services for the City of Brea 11

TECHNICAL
software provided and updated on a monthly basis. This data will include the new owner/seller of the property, new mailing address if not the situs address, the date of sale, the sale price when verified, document number, and transaction type.
• The average and median single family sale price report is sent to all clients quarterly and includes the same data for all client agencies within the same County. d. Property Tax Application and Database
HdLCC will provide Brea staff with access to the firm’s web-based property tax software which affords city staff a user-friendly tool for parcel look-up and will display parcel ownership, valuation, sales, and building/land characteristic information and links with the County GIS maps. HdLCC provides updates to the data portion of the product on a monthly basis to reflect changes in ownership, updated appeals filings, and deed recordings.

As modifications and enhancements are made to the program, clients receive the enhanced version of the software at no additional cost.

Training will be provided to city staff within the first two months after the execution of the agreement for property tax management and audit services and is available annually for new staff members or staff requiring a refresher course. If additional training sessions are required, the fees in the compensation section under hourly fees will be charged.

The help manual available within the program is easy to navigate and user friendly. HdLCC staff is available Monday through Friday, 8 a.m. to 5 p.m. to answer questions and assist staff on the use of the software.

Assistance is available either by phone or via email.

The City will be granted a site license for the application, providing no limit to the number of users. HdLCC will not charge an annual maintenance fee for the software program. Periodically, as the program changes and product enhancements are developed, upgrades or new releases of the software are issued at no additional cost to the client.
3 Response to RFP No. 2025.04.22.01 – Sales, Property, Business License, and Other Tax and Reporting Services for the City of Brea 12

TECHNICAL
e. Successor Agency Services
Successor Agency Services including but not limited to:
• Annual tax increment projections and, as requested, cash flow analysis for the Successor Agency by Project Area.
• Review of Redevelopment Obligation Payment Schedules (ROPS) as requested. • Provide property tax information to the Oversight Board at the direction of the Successor Agency. • Provide access to the Oversight Board to City and former redevelopment agency documents at the direction of the Successor Agency.
• Monitor the County distribution of tax-sharing revenues to the taxing entities of the former redevelopment agency.
• Advice and consultation on the City/Successor Agency’s preparation of required reports, such as revenue projections; review of Recognized Obligation Payment Schedules (ROPS), submittals to the Oversight Board and/or County or State agencies, and new or revised legislative requirements. • Analysis of legislative and judicial matters impacting Redevelopment Property Tax Trust Fund (RPTTF) revenues to the Successor Agency and to the City.

Prior to their dissolution, redevelopment agencies were the major beneficiaries of the $80 million HdLCC audit revenue recovered because most of the corrections involved the miscoding of parcels in a city's general fund that belonged in a redevelopment project area, and because all of the tax increment revenue went to the former redevelopment agency. Recoveries for successor agencies offer limited advantages to their cities. Audit recoveries provide the Successor Agency additional revenue to wind down their obligations more quickly, and may add to the residual distribution for all the taxing entities in project areas. The City, like the other taxing entities, would receive its share (approximately 16.6% for Brea) of any residual revenue payments after the Last and Final ROPS obligations have been satisfied.

Given these circumstances, most cities and successor agencies do not opt for property tax audits of former redevelopment project areas. For cities there are opportunities to capture property tax revenue incorrectly going to jurisdictions outside the city as well as former redevelopment project areas. Under these circumstances our audit services are provided on a contingency basis as described below. For successor agencies the audits will be performed as Additional Services with the timing and manner of payment to be determined upon authorization to proceed.
3 Response to RFP No. 2025.04.22.01 – Sales, Property, Business License, and Other Tax and Reporting Services for the City of Brea 13

TECHNICAL

Proposed Schedule
Proposed Work Plan/Staffing Schedule
The methodology that the company follows in identifying, correcting and recovering property tax errors includes the following:

Task I Establishment of County Data Set
Task II Identify and Correct Errors
Task III Prepare Reports
Task IV Ongoing Analysis
During the term of the contract, we serve as the resource staff to the City on questions relating to property tax. This includes being "on-call" to assist with any property tax issues. On-going consultation would include but not be limited to inquiries resolved through use of the City data base. All requests for information based upon the County’s property tax data sets are provided without additional costs. Special reports, additional research, or requests requiring additional computer programming may entail some additional costs. Attendance at City and/or Successor Agency meetings will be billed at our hourly rates. Optional services will only be provided upon written notice to proceed by the City.

Task Staff Annual
Hours
1 Acquisition of data from the Assessor, Auditor
Controller and Clerk of the Board Administrative 8
2 Data decoded and read into HdLCC system Programmer 10 3 Post updated data set on Web-based HdLCC
Property Tax Portal Programmer 5
4 Secured and unsecured audits performed Administrative 16 5 Data Reconciliation and processing for
deliverables Administrative 10
6 Print and prepare reports Administrative, Programmer 5 7 Analyze information for meeting, prepare
newsletter, produce additional handouts,
prepare reports
Principal
6 8 Update database with sales transactions
monthly Administrative 36
9 Revenue projections
Programmer, Admin,
Principal 15
10 Residual Revenue Projections Administrative, Principal 10 11 Addendum Report preparation Administrative 10
12 Ongoing requests, software training, special
projects
Programmer, Admin,
Principal 40
13 Legislative Updates Administrative, Principal 8
Total Hours 179
3 Response to RFP No. 2025.04.22.01 – Sales, Property, Business License, and Other Tax and Reporting Services for the City of Brea 14 3 TECHNICAL
Timeline for Property Tax Analysis and Audit Services
• County assessment rolls are purchased annually in July. • The property data program will be available for access via the internet within 30 days of the execution of the agreement. Parcel data will be updated monthly to include the most current ownership information due to parcel transfers.
• The first secured audit will be performed and submitted to the Assessor no later than 60 days from the date of the contract. Future audits will be performed no less than once every two years and submitted no later than March 1st.
• The unsecured audits for the City will be completed and submitted to the County Assessor for corrective action within 120 days of receipt of county rolls. The City will receive file copies of submittals simultaneous with submissions to the County Assessor.
• Data collection from the county assessor's and auditor controller's offices for reports is performed in August and September each year and preliminary reports will be delivered to the City prior to the end of January annually.
• The final tax ratio percentages are available from the auditor controller's office annually in February/March. Final reports will be prepared and delivered prior to the end of April annually. f. Legislative Updates
HdLCC monitors and reports on issues related to property tax and coordinates with City Staff in connection with passed and potential property tax legislation and regulations. g. Consultation
Annual reports presented by a principal or associate of the firm to any City staff member interested in the detailed analysis including property tax revenue estimates performed by HdLCC of the City’s annual property assessed values released by the assessor. Since property data is not confidential, these reports can be shared with staff. Understanding the budget implications of the data released in late summer and presented in late Fall is timely for mid-year budget reviews.

HdLCC also serves as the City’s property tax staff for consultation and questions related to budgeting, revenue collection, the mechanics of property tax allocation and potential changes in the legislation that may impact local agencies. Training is provided free of charge on the use of the web-based software which is updated monthly with ownership changes and appeal information where available.

Response to RFP No. 2025.04.22.01 – Sales, Property, Business License, and Other Tax and Reporting Services for the City of Brea 15 3 TECHNICAL
Statistical Reports for the Annual Comprehensive Financial Report (ACFR) The HdLCC CAFR Package containing the following reports will be supplied to the City annually prior to the end of October for the current fee of the package:
• Use category summary for current fiscal year
• Property tax dollar breakdown for current fiscal year • Roll summary for current fiscal year
• Net taxable assessed value for last ten fiscal years
• Assessed value of taxable property by secured, unsecured and nonunitary for last ten fiscal years • Assessed value of taxable property by category for last ten fiscal years • Top ten property tax payers for current fiscal year
• Top ten property tax payers ten fiscal years ago
• Direct and overlapping property tax rates for last ten fiscal years • Demographic and economic statistics for last ten calendar years • Single family residential sales value history
• Computation of direct and overlapping bonded debt
o HdLCC will order this report from California Municipal Statistics, Inc. and provide to the City.

Response to RFP No. 2025.04.22.01 – Sales, Property, Business License, and Other Tax and Reporting Services for the City of Brea 16 4 COST
Based on the number of parcels within Brea (14,230), our standard fixed fee (the “Base Fixed Fee”) for property tax services is $4,537.50 per quarter, ($18,150 per year). The Base Fixed Fee shall be adjusted annually by the California Consumer Price Index (CCPI) California All Urban Consumers index for all items as determined by the California Department of Industrial Relations as measured from February to February.

In addition to the Base Fixed Fee, we will receive a contingent fee of 25% of net tax revenues recovered for the City through the audits we perform. Net tax revenues mean the taxes received by the City through our audit efforts.

Work that is requested by the City that is beyond the scope of services in this proposal shall be charged on a time and material basis. No work shall be performed without prior written approval by the City. Fees for these services are as follows:

Hourly Rate
Partner $250
Principal $225
Programmer $200
Associate $175
Senior Analyst $125
Analyst $90
Administrative $70
HdLCC ACFR Package $1,445
A. Property Tax Services
B. Additional Services
B. Statistical Reports for the Annual Comprehensive Financial Report (ACFR) *no less than 2% and no greater than 5% annually
*$18,150 base fixed fee amount shall be billed quarterly

EXHIBIT B

FEE SCHEDULE

REQUEST FOR PROPOSALS
Sales, Property, Business License, and Other Tax and Reporting Services 2025.04.22.01

STANDARD FORM I

PRICE FORM
(Proposer’s Company Name)
Separate and describe your tasks, and associated costs, for the Scope of Services requirements.

Attach additional pages if necessary.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BREA

AUTHORIZING EXAMINATION OF SALES AND USE TAX

RECORDS
WHEREAS, pursuant to Ordinance Number 02-108 the City of Brea (City) entered into a contract with the California Department of Tax and Fee Administration (Department) to perform all functions incident to the administration and collection of sales and use taxes; and
WHEREAS, pursuant to Revenue and Taxation Code section 7270, the City entered into a contract with the California Department of Tax and Fee Administration (Department) to perform all functions incident to the administration and collection of transactions and use taxes; and
WHEREAS, the City Council of the City of Brea deems it desirable and necessary for authorized officers, employees and representatives of the City to examine confidential sales or transactions and use tax records of the Department pertaining to sales and use taxes collected by the Department for the City pursuant to that contract; and WHEREAS, Section 7056 of the California Revenue and Taxation Code sets forth certain requirements and conditions for the disclosure of Department records, and Section 7056.5 of the California Revenue and Taxation Code establishes criminal penalties for the unlawful disclosure of information contained in, or derived from, the sales or transactions and use tax records of the Department;
2 NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF BREA HEREBY RESOLVES AS FOLLOWS:

Section 1. That the Administrative Services Director (also referred to as the Director of Administrative Services), Financial Services Manager, Revenue & Budget Manager, Senior Fiscal Analyst, Management Analyst/Assistant assigned to the Administrative Services Department, or other officer or employee of the City designated in writing by the City Manager to the California Department of Tax and Fee Administration is hereby appointed to represent the City with authority to examine sales or transactions and use tax records of the Department pertaining to sales and use taxes collected for the City by the Department pursuant to the contract between the City and the Department.

Section 2. The information obtained by examination of Department records shall be used only for purposes related to the collection of City sales and use taxes by the Department pursuant to that contract.

Section 3. That Hinderliter, del Llamas & Associates DBA HdL Companies is hereby designated to examine the sales or transactions and use tax records of the Department pertaining to sales and use taxes collected for the City by the Department. The person or entity designated by this section meets all of the following conditions, which are also included in the contract between the City and that Hinderliter, del Llamas & Associates DBA HdL Companies:
a) has an existing contract with the City to examine those sales or transactions and use tax records;
b) is required by that contract to disclose information contained in, or derived from, those sales or transactions and use tax records only to the officer or employee c) authorized under Section 1 of this resolution to examine the information. is prohibited 3 by that contract from performing consulting services for a retailer during the term of that contract;
d) is prohibited by that contract from retaining the information contained in, or derived from those sales or transactions and use tax records, after that contract has expired.

BE IT FURTHER RESOLVED that the information obtained by examination of Department records shall be used only for purposes related to the collection of City sales and use taxes by the Department pursuant to the contract between the City and the Department.

Section 4. That Hinderliter, del Llamas & Associates DBA HdL Companies is hereby designated to examine the sales or transactions and use tax records of the Department pertaining to any petition or appeal for the reallocation/redistribution of sales or transactions and use taxes that was filed by Hinderliter, del Llamas & Associates DBA HdL Companies on behalf of the City pursuant to the contract between the Hinderliter, del Llamas & Associates DBA HdL Companies and City. The person or entity designated by this section meets all of the following conditions, which are also included in the contract between the City and the Hinderliter, del Llamas & Associates DBA HdL Companies:
a) has an existing contract with the City to examine those sales or transactions and use tax records;
b) is required by that contract to disclose information contained in, or derived from, those sales or transactions and use tax records only to the officer or employee authorized under Section 1 of this resolution to examine the information. c) is prohibited by that contract from performing consulting services for a retailer 4 during the term of that contract;
d) is prohibited by that contract from retaining the information contained in, or derived from those sales or transactions and use tax records, after that contract has expired.

Section 5. That this resolution supersedes all prior resolutions of the City Council of the City of Brea adopted pursuant to subdivision (b) of Revenue and Taxation Code section 7056.

APPROVED AND ADOPTED this 19th day of AugustI 2025.
____________________________
Blair Stewart, Mayor
ATTEST: __________________________
Victoria Popescu, City Clerk
I, Victoria Popescu, City Clerk of the City of Brea, do hereby certify that the foregoing Resolution was adopted at a regular meeting of the City Council of the City of Brea, held on the 19th day of August, 2025, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

CITYof BREA
Communication
August 19, 2025
Item No. 5J.

Agreement with Fuscoe Engineering, Inc. for NPDES Stormwater Management Services

TO PREPARED BY
Honorable Mayor and City Council Members Brian Ingallinera, Environmental Services Coordinator

DEPARTMENT HEAD APPROVAL CITY MANAGER APPROVAL
Michael Ho, Public Works Director Kristin Griffith, City Manager

RECOMMENDATION
Staff recommends that the City Council take the following actions:

1. Approve the Professional Services Agreement with Fuscoe Engineering, Inc. for NPDES Stormwater Management Services; and

2. Authorize the City Manager to approve up to three (3) additional one-year extensions

BACKGROUND/DISCUSSION
The National Pollution Discharge Elimination System (NPDES) program is a federally mandated program under the Clean Water Act. The Clean Water Act prohibits the discharge of "pollutants" under the provisions of an NPDES permit. Under the Clean Water Act, the State is responsible for developing and implementing water quality standards that permittees are regulated by. Due to the size of the State, California has nine Regional Water Quality Control Boards that protect the State’s water resources by addressing water quality issues at the local level. The City of Brea is located within the Santa Ana Regional Water Quality Control Board. The City of Brea is a CoPermittee on a regional Orange County (OC) NPDES permit along with the County of Orange and all Orange County cities. The NPDES permit contains limits on discharging, monitoring and reporting requirements, and other provisions to ensure that discharge does not negatively affect water quality. NPDES violation fines can be costly if assessed.

On May 22, 2025, the City of Brea issued a Request for Proposals (RFP) to qualified firms to provide NPDES Stormwater Management Services in support of the NPDES program to aid in NPDES permit compliance. On July 2, 2025, the City received proposals from the following two firms: Integral Consulting, Inc., and Fuscoe Engineering, Inc. (Fuscoe). Both firms met the general criteria outlined in the RFP to provide the NPDES management services for the City. After careful review of the proposals, staff selected Fuscoe based on their overall qualifications, their familiarity with the OC NPDES permit, their expertise working with other Orange County cities, and their past performance in working for the City of Brea for the last 20 years.

The detailed scope of work is in Exhibit A of the Agreement (see Attachment A). In summary, Fuscoe would provide the support and guidance over the following six (6) tasks:

1. Technical Guidance & Compliance

2. Program Effectiveness Assessment

3. New Development/Redevelopment Program Assistance

4. Construction Program Assistance

5. Existing Development Program Assistance

6. Trash Provision Compliance
New regulations that will have an impact include having the Municipal Separate Storm Sewer Permits (MS4) become more regional and watershed-based. The Santa Ana Regional Water Quality Control Board will be adopting an OC NPDES Permit soon; therefore, staff recommends entering into a new two (2) year agreement with Fuscoe, including three (3) optional one-year extensions, to assist the City of Brea with compliance.

COMMISSION/COMMITTEE RECOMMENDATION
The Finance Committee reviewed this item at their August 12, 2025, meeting and recommended for City Council approval.

FISCAL IMPACT/SUMMARY
Funds are available from the NPDES account, utilizing Storm Water Fees (Fund 410). Plan checking services for private development projects will be paid directly by the private development as pass-through costs and paid directly by the developers without the use of City funds. Therefore, there is no impact on the General Fund.

Attachments
Attachment A-PSA Fuscoe - Stormwater Management Services_Fuscoe.pdf 1 $JUHHPHQW1R
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MAIN TITLE
Secondary Title
[Project Manager]
Date Prepared: [Date]
Project Number: [00000-000-00]
FUSCOE ENGINEERING, INC.
15535 Sand Canyon, Suite 100
Irvine, California 92618
fuscoe.com

REQUEST FOR PROPOSAL
NPDES Stormwater Management Services
Prepared for: City of Brea
Date Prepared: June 26, 2025
FUSCOE ENGINEERING, INC.
15535 Sand Canyon, Suite 100
Irvine, California 92618
Howard Wen, CPWSQ | QSD
Senior Project Manager
949.474.1960 / [email protected]
fuscoe.com

PDF COPY

CONTENTS
LETTER OF TRANSMITTAL 3

TECHNICAL PROPOSAL
› Qualifications, Related Experience &
References of Offerer . . . . . . . . . . . . . . . . . . . . . . . . . . 5 › Proposed Staffing & Project Organization . . . . 10
› Detailed Work Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . .19 › Exceptions/Deviations . . . . . . . . . . . . . . . . . . . . . . . . 22

FEE PROPOSAL
› Lump Sum Fee Proposal. . . . . . . . . . . . . . . . . . . . . . 23 › Hourly Rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

STATUS OF PAST & PRESENT CONTRACTS FORM
› Included in Original Proposal Only

ADDENDUM ACCEPTANCES
› Addendum No. 1
› Addendum No. 2
› Addendum No. 3
2 3
June 26, 2025
Brian M. Ingallinera, CPSWQ
Environmental Services Coordinator
CITY OF BREA – PUBLIC WORKS DEPARTMENT
1 Civic & Cultural Center
Brea, CA 92821-5732
RE: RFP FOR NPDES STORMWATER MANAGEMENT SERVICES
Dear Brian,
As the City of Brea navigates increasingly complex stormwater compliance obligations, our team at Fuscoe Engineering, Inc. (“Offeror”) understands the critical importance of staying ahead of evolving MS4 permit requirements. Our 10+ year partnership with the City has allowed Fuscoe to become familiar with Brea’s goals, processes, and staff, uniquely positioning our team to provide proactive support across all aspects of the City’s stormwater program.

To best serve the City, we are proposing a continued partnership with our team of highly qualified professionals, led by Howard Wen, CPSWQ | QSD, who will serve as our Senior Project Manager and main point of contact. Howard has 20+ years of experience, including over 15 years providing services for the City of Brea, and works 4 directly with other local Cities to support their NPDES Stormwater Programs. Howard works out of our Irvine headquarters and will be supported by Cameron Castillo, Serena Ausili, and Taylor Hanson, each of whom has experience supporting stormwater management services for Cities.

Our firm is headquartered in Irvine, allowing for quick access as needed to locations and facilities within Brea. With a total of 190 employees, Fuscoe has the staffing resources and availability to accommodate the City’s needs for this contract. Fuscoe has a demonstrated track record providing on-call engineering services, specifically for NPDES Stormwater Management, to Cities throughout Orange County.

Fuscoe is not proposing any subcontractors for this contract. We acknowledge receipt of Addendum No. 1 (June 17, 2025), Addendum No. 2 (June 18, 2025), and Addendum No. 3 (June 24, 2025). Our proposal shall remain valid for 90 days. I, Ian Adam, am authorized to bind Fuscoe to the terms of the proposal. I hereby certify that all information submitted in this proposal is true and correct to the best of my knowledge. Our team looks forward to continuing to provide the City of Brea with a high level of service and expertise.

Best Regards,
Ian Adam, MESM, CPSWQ, QSD
Principal | VP, Specialty Practices
Howard Wen, CPWSQ, QSD (Main Contact)
Senior Project Manager | 949.474.1960
Legal Name: Fuscoe Engineering, Inc.

Corporate Address: 15535 Sand Canyon, Avenue, Suite 100, Irvine, CA 92618 Telephone: 949.474.1960 | Fax: 949.474.5315
5 STAFF
190 Employees
36 Registered Civil Engineers
11 LEED Accredited Engineers
4 Registered Land Surveyors

LOCATIONS
Irvine (Size: 120 Staff Members)
San Diego (Size: 30 Staff Members)
Ontario (Size: 20 Staff Members)
Los Angeles (Size: 20 Staff Members)

FINANCIAL CONDITION
Fuscoe Engineering, Inc. has been in business
for 30+ years and is financially strong. Our firm
has no bankruptcy, planned office closures
or impending merger which may impede
our ability to complete the services for the
subject RFP. In June 2017, Fuscoe Engineering
became an employee-owned firm as an
ESOP (Employee Stock Ownership Plan). As
an ESOP, each year we are required to have
an independent third-party auditor perform
a financial audit, evaluating our financial
practices and operations as well as set the value
of each share of stock, which has consistently
grown every year.

OUR PROFILE
FUSCOE ENGINEERING, INC.

A California Corporation
Founded in 1992 (33 Years)
An Employee Owned Company
www.fuscoe.com
15535 Sand Canyon, Suite 100
Irvine, California 92618
949.474.1960 (T) | 949.474.5315 (F)
John C. Olivier, PE – CEO/President
Oriana Slasor, PE – VP, OC Engineering
Ian Adam, CPSWQ | QSD –
VP, Specialty Practices

PRIMARY POINT OF CONTACT
Howard Wen, CPWSQ | QSD
Senior Project Manager
949.474.1960 / [email protected]
6 SURVEY & MAPPING
› Boundary & Topographic Surveys
› Construction Layout
› ALTA Surveys
› Subdivision Maps

SUSTAINABLE SITE DESIGN
› Eco-adaptive® Design
› Water Supply Assessments &
Regional Water Planning
› Water Capture & Integrated
Water Reuse Systems
› LEED Project Planning & Design
› Renewable Energy Support
› Green Infrastructure &
Green Street Design

GEOSPATIAL TECHNOLOGY
› GIS Database Platforms &
Web Solutions
› TrashVision™ AI Municipal Support
› 3D Visualization & Virtual Reality
› UAV Drone Optical Capture
› Laser Scanning & Revit® Modeling
› Aerial LiDAR
› BIM & IPD

CIVIL ENGINEERING
› Due Diligence/Feasibility
› Entitlements & CEQA Support
› Site Design
› Grading & Drainage
› Flood Control & Urban Hydrology
› Roadways
› Parks & Trails
› Sewer & Water Infrastructure
› Municipal Infrastructure

STORMWATER MANAGEMENT
› MS4 Compliance & Municipal Consulting
Services
› Online Stormwater Platforms &
Database Management
› Stormwater Master Planning
› EIR Technical Studies &
General/Specific Plan Support
› LID BMP Design & Hydromodification
› SWPPP Development/QSP Services
› Regional Stormwater BMP
Feasibility & Design

OUR SERVICES
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FIRM EXPERIENCE
Fuscoe is an award-winning firm specializing in civil engineering, stormwater management, survey and mapping, and geospatial technology services. Established in 1992, we have delivered creative, practical and successful designs for both public agencies and private clients across Southern California for 30+ years. Fuscoe has been managing City NPDES Programs for 25 years in Orange County. Our firm is highly regarded as a stormwater consultant and has gained the trust of both the Orange County Co-Permittees and Santa Ana Regional Board through our upstanding work.

RELEVANT PROJECTS
› City of Anaheim NPDES Stormwater Program (2013 – Present) Key Personnel: Howard Wen (PM), Miroslava Maue, Kyle Sherman, Cameron Castillo › City of Brea NPDES Stormwater Program (2007 – Present) Key Personnel: Howard Wen (PM), Cameron Castillo, Serena Ausili, Taylor Hanson › City of Tustin NPDES Stormwater Program (2006 – Present) Key Personnel: Howard Wen (PM), Cameron Castillo, Taylor Hanson, Miroslava Maue › City of Santa Ana WQMP Plan Check (July 2024 – Present) Key Personnel: Howard Wen (PM), Serena Ausili, Miroslauva Maue › Phase II MS4 Trash (2017 – Present)
Key Personnel: Howard Wen (PM), Cameron Castillo, Serena Ausili › OC Fairgrounds (32nd District Agricultural Association) › Del Mar Fairgrounds (22nd Agricultural Association)
› Trash Provisions Track 1 Compliance (2016 – Present)
Key Personnel: Howard Wen (PM), Cameron Castillo, Taylor Hanson › Cities of Tustin, Brea, Los Alamitos, and Lake Forest 8 TECHNICAL PROPOSAL - RELATED EXPERIENCE

GOVERNMENT AGENCY EXPERIENCE
Fuscoe Engineering, Inc. (FEI) is highly regarded as a stormwater consultant and has coordinated with numerous government agencies, such as local cities and counties throughout Southern California. This includes the Counties of Orange, Los Angeles, and Riverside, as well as the Cities of Brea, Santa Ana, and Irvine. Our team has gained the trust of both the Orange County Co-Permittees and Santa Ana Regional Board through our upstanding work. Our staff actively participates in work groups that help shape the Countywide program, as well as CASQA Committees, and maintains close engagement with State and Regional Board staff on matters related to NPDES Permits and Trash Provisions. As a result, the guidance we provide is not only grounded in experience and institutional knowledge but also shaped by our direct involvement in the development and interpretation of regulatory policies and emerging best practices.

As part of our current contract with the City of Brea, we supported the City during the Santa Ana Regional Board’s 2023 audit of its New Development Program, Existing Development Program, and Construction Program, with an emphasis on the implementation lifecycle of WQMPs (review, approval, BMP installation, and O&M inspections). The Water Board was satisfied with all audited program elements and “found no violations or deficiencies in the City’s process for assessing project Water Quality Management Plans (WQMPs) or compliance with applicable permit requirements.”

SUBCONTRACTORS
Item 3.A.5 of the Technical Proposal is not applicable to our submittal as Fuscoe is not proposing any subcontractors for this project.
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CITY OF ANAHEIM
› Contact: Keith Linker, Principal Civil Engineer
› 200 S. Anaheim Blvd., Suite 433, Anaheim, CA 92805
› [email protected] | 714.765.4141
› Project: NPDES Stormwater Programs (January 2013 - Present)

CITY OF SANTA ANA
› Contact: Craig Foster, NPDES Manager
› 20 Civic Plaza, Ross Annex M-20, Santa Ana, CA 92702
› [email protected] | 714.647.5659
› Project: WQMP Plan Check (July 2024 - Present)

CITY OF TUSTIN
› Contact: Alex Waite, Senior Management Analyst/NPDES
Coordinator
› 300 Centennial Way, Tustin, CA 92780
› [email protected] | 714.573.3305
› Project: NPDES Stormwater Programs & Trash Provisions Track 1 Implementation (January 2006 - Present)
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HOWARD WEN, CPSWQ, QSD | SENIOR PROJECT MANAGER

PRIMARY POINT OF CONTACT
Education: MPH in Environmental Health Sciences,
University of California, Los Angeles, School of Public Health BS, Microbiology and Molecular Genetics, University of California, Los Angeles, Specialization in Business and Administration Experience: Howard has 23 years of experience in developing, implementing and innovating stormwater programs.

Credentials: Certified Professional in Stormwater Quality (CPSWQ); Qualified SWPPP Developer/Practitioner (QSD/P)
IAN ADAM, MESM, CPSWQ, QSD | VP, SPECIALTY PRACTICES

PRINCIPAL IN CHARGE
Education: Master of Environmental Science & Management, University of California, Santa Barbara
BS, Science - Ecology and Systematic Biology;
California Polytechnic State University, San Luis Obispo Experience: Ian’s specialty is water resources, with an emphasis in water quality regulations, sea-level rise policy, Clean Water Act Citizen Suits and resource agency negotiation.

Credentials: Certified Professional in Stormwater Quality (CPSWQ); Qualified SWPPP Developer/Practitioner (QSD/P)
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11 KEY PERSONNEL
TAYLOR HANSON | ASSOCIATE PROJECT MANAGER
Education: BS, Computer Science, University of California, Irvine Experience: Taylor brings a unique cross section of skills in Artificial Intelligence, Scan to Revit, Geospatial software and web programming to his public and private clients.

SERENA AUSILI | SENIOR STORMWATER ENGINEER I
Education: BS, Environmental Engineering,
University of California, Irvine
Experience: Serena provides a variety of services in the land development arena for stormwater, including Environmental Compliance Plans, WQMPs, SWPPPs and BMP Certification
Services for Cities.

Credentials: PE, 2025 - CA #97721
CAMERON CASTILLO, MURP | STORMWATER SPECIALIST II
Education: MURP, Master of Urban & Regional Planning,
University of California, Irvine
BA, Environmental Science & Policy; University of California, Irvine Experience: Cameron has extensive experience assisting
municipalities with their NPDES MS4 Permit compliance, including $5M+ in successful grant applications to fund regional stormwater capture projects, and preparation of Municipal NPDES Stormwater Program Annual Reports.
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12 Fuscoe Team Member Since 2002
EDUCATION:
› MPH, Master of Public Health in
Environmental Health Sciences,
University of California, Los Angeles,
School of Public Health
› BS, Microbiology and Molecular
Genetics, University of California,
Los Angeles, Specialization in Business
and Administration
REGISTRATIONS/CERTIFICATIONS:
› Certified Professional in Stormwater
Quality (CPSWQ)
› Qualified SWPPP Developer/
Practitioner (QSD/P)
HOWARD WEN, CPSWQ | QSD
6HQLRU3URMHFW0DQDJHU_,UYLQH&$
Howard has 23 years of experience in developing,
implementing and innovating stormwater
programs. He has offered his expertise in
NPDES stormwater policies and regulations as a
consultant to the Cities of Yorba Linda, Brea, Los
Alamitos, Tustin and Anaheim, as well as Phase II
MS4 permittees, such as Del Mar Fairgrounds and
OC Fair & Event Center. Roles with these permittees
include stormwater program administration,
technical support for RWQCB audits, WQMP/
LID plan checking and MS4 inspection services,
among others. For the past 15 years, Howard has
led the WQMP Plan Check Services for many
of these same Cities, including plan checks,
development of highly tailored WQMP check
lists, city training, and support to local engineers
for solutions and approvals.

PROJECT HIGHLIGHTS:
› City of Brea NPDES Stormwater Program
› City of Tustin NPDES Stormwater Program
› City of Anaheim NPDES Stormwater Program
13 EDUCATION:
› Master of Environmental Science and
Management; University of California,
Santa Barbara
› BS, Science - Ecology and Systematic
Biology; California Polytechnic
State University, San Luis Obispo
REGISTRATIONS/CERTIFICATIONS:
› Certified Professional in
Stormwater Quality
› QSD/QSP Certified
AFFILIATIONS:
› BIA/Southern California
› National Association of
Environmental Professionals

IAN ADAM, MESM, CPSWQ, QSD
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Ian is Vice President, Specialty Practices and
Fuscoe’s Stormwater Management team
leader. His specialty is water resources, with
an emphasis in water quality regulations, sealevel rise policy, Clean Water Act Citizen Suits and resource agency negotiation. Since joining
Fuscoe in 2001, Ian has served as an effective
leader and technical resource for numerous
projects and clients. Ian has worked on over
80 General Plan Updates and Specific Plans
throughout California to assist municipalities
and developers with infrastructure assessments,
zoning approvals, EIR technical support and
long term capital improvement planning.

PROJECT HIGHLIGHTS:
› City of Tustin NPDES Stormwater Program
› City of Fountain Valley General Plan Update
› City of Glendora Arrow Hwy Specific Plan & EIR
Fuscoe Team Member Since 2001
Fuscoe Principal Since 2011
14 Fuscoe Team Member Since 2022
EDUCATION:
› MURP, Master of Urban & Regional
Planning; University of California, Irvine
› BA, Environmental Science & Policy;
University of California, Irvine
AFFILIATIONS:
› Urban Land Institute
› California Association of
Environmental Professionals
› American Planning Association
AWARDS:
› 2023 Don Owen Water Policy &
Science Fellowship Recipient
› 2022-2023 California Planning
Foundation, 1st Place Statewide
Scholarship Recipient

CAMERON CASTILLO, MURP
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Cameron has extensive experience assisting
municipalities with their NPDES MS4
Permit compliance, including reporting,
data management, audit preparation, grant
applications, and Best Management Practice
(BMP) strategic planning. Cameron has assisted
with the preparation of Municipal NPDES
Stormwater Program Annual Reports for Cities
in Los Angeles and Orange County. In Orange
County, he has assisted the Cities of Fullerton,
Tustin, Brea, and Los Alamitos with their Program
Effectiveness Assessments (PEA). Cameron has
also assisted permittees in evaluating Trash
Amendment TMDL Track 1 impacts through GIS
to assist with BMP planning.

PROJECT HIGHLIGHTS:
› NPDES Stormwater Program Assistance for
the Cities of Anaheim, Brea, Fullerton,
Los Alamitos and Tustin
› Successful grant applications for $5M+ to fund
regional stormwater capture projects
› Infrastucture support for Burbank TOD
Specific Plan, Golden State Specific Plan and
Media District Specific Plan
15 Fuscoe Team Member Since 2020
EDUCATION:
› BS, Environmental Engineering
University of California, Irvine
REGISTRATIONS/CERTIFICATIONS:
› PE, 2025 - CA #97721

SERENA AUSILI, PE
6HQLRU6WRUPZDWHU(QJLQHHU,_,UYLQH&$
Serena’s enthusiasm and drive to achieve
is evident in the quality of her work. She is a
dedicated Fuscoe Stormwater Management
team member, known for her meticulous
attention to detail and responsiveness to
client needs. Serena’s work focus includes
Environmental Compliance Plans, Hydrology
Analysis, SWPPPs and WQMPs, and she
is highly proficient in AutoCAD and AES.

She provides a variety of services, including
Environmental Compliance Plans, Stormwater
Program Implementation, Stormwater
Program Support Services, WQMPs, SWPPPs
and NPDES Services for Cities.

PROJECT HIGHLIGHTS:
› City of Anaheim Stormwater Program Support
Services
› Prepared 100+ WQMPs & SWPPPs for private
and public projects, including OCVibe
› Lead WQMP Reviewer for Cities of Santa Ana
and Brea
16 Fuscoe Team Member Since 2018
EDUCATION:
› BS, Computer Science;
University of California, Irvine
REGISTRATIONS/CERTIFICATIONS:
› Drone Pilot License #4395223
› Python
› JavaScript
PUBLICATIONS:
› Using a Deep Learning Model
to Quantify Trash Accumulation
for Cleaner Urban Stormwater
(Computers, Environment & Urban
Systems, 2022)

TAYLOR HANSON
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Taylor serves as an Associate Project Manager
on Fuscoe’s Geospatial Technology Team
and provides software solutions to complex
problems, saving time and money. Taylor
brings a unique cross section of skills in Artificial
Intelligence, Scan to Revit, Geospatial software
and web programming. Taylor is currently
developing new AI and Scan to Revit services
to map city infrastructure, conduct parking,
traffic and tree counts, assess street pavement
conditions, and identify bridge deficiencies
during inspection. His services facilitate
communication between designers, clients
and the public, and also clarify design intent,
resulting in streamlined project approval.

PROJECT HIGHLIGHTS:
› City of Brea NPDES Stormwater Program
› City of Anaheim Stormwater Program
› City of Brea, Catch Basin Maintenance
Database Platform
17 NAME CURRENT ASSIGNMENTS %

AVAILABILITY

TIME AT
FIRM
Howard Wen
Irvine, CA
Role: Primary
Point of Contact /
Senior PM
NPDES Stormwater Programs for Cities
of Anaheim, Brea, & Tustin; Phase II MS4
Services for OC & Del Mar Fairgrounds;
Trash Provisions Track 1 Compliance for
Cities of Tustin and Brea
25%
23 Years
(2002)
Ian Adam
Irvine, CA
Role: Principal in
Charge
NPDES Program for City of Anaheim;
City of Costa Mesa Fairview
Developmental Center Specific Plan; La
Canada Flintridge Golf Club; City of Long
Beach Shoreline Village Specific Plan
5%
24 Years
(2001)
Cameron Castillo
Irvine, CA
Role: NPDES &
Trash Program
Lead
Cities of Anaheim, Brea, & Tustin NPDES
Stormwater Programs; Phase II MS4
Services for OC & Del Mar Fairgrounds;
Trash Provisions Track 1 Compliance
for Cities of Tustin, Brea, OC & Del Mar
Fairgrounds
30%
3 Years
(2022)
Serena Ausili
Irvine, CA
Role: Plan Check
Lead
Cities of Santa Ana and Anaheim WQMP
Plan Check Services, City of Brea NPDES
Stormwater Program
30%
5 Years
(2020)
Taylor Hanson
Irvine, CA
Role: GIS Lead
NPDES Stormwater Programs for Cities
of Brea & Tustin; Trash Provisions Track 1
Compliance for Cities of Tustin, Brea, Los
Alamitos, & Lake Forest
25%
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CITY OF BREA

HOWARD WEN
Senior Project Manager

IAN ADAM
VP, Specialty Practices

MAIN POINT OF CONTACT PRINCIPAL IN CHARGE

ORGANIZATIONAL CHART
Proposed Key Personnel for City of Brea
› Trash Provision Program Support › New Development /
5HGHYHORSPHQW3URJUDP6XSSRUW
› Technical Guidance & Compliance Support
› Construction Program Support
› Program Effectiveness Assessment Support
› ([LVWLQJ'HYHORSPHQW3URJUDP6XSSRUW
SERENA AUSILI › Trash Provision Program Support
Sr. Stormwater Engineer I

CAMERON CASTILLO
Stormwater Specialist II

LEAD FOR NPDES & TRASH

STORMWATER MGMT GEOSPATIAL TECHNOLOGY

TAYLOR HANSON
Associate Project Manager
NOTE: Fuscoe confirms that its key personnel will be available to the extent proposed for the duration of the project, and acknowledges that no person designated as “key” to the project shall be removed or replaced without the prior written concurrence of the City. 7HFKQLFDO3URSRVDO %
3URSRVHG6WDIˋQJDQG3URMHFW2UJDQL]DWLRQ 18
19 DETAILED WORK PLAN

PROPOSED APPROACH

STORMWATER MANAGEMENT
Fuscoe Engineering, Inc. (FEI) has been
managing City NPDES Programs for 25 years
in Orange County, including the City of Brea’s
NPDES program since 2007. Drawing on our
broad experience with municipalities and
our long-standing partnership with the City,
FEI is uniquely equipped to support Brea’s
continued compliance with the MS4 permit.

We understand Brea’s vision and priorities for
its stormwater program. We have assisted
the City in successfully navigating Regional
Board audits of its program. The narrative
provided below outlines our approach to
fulfilling the City’s Scope of Services.

1. TECHNICAL GUIDANCE &

COMPLIANCE SUPPORT
a. Training: As in the past, the City relies
on the Countywide Training Program to
acquire the core competencies for the City’s
Program Managers, Planners, Plan Checkers,
and Inspectors of its Stormwater Program.

However, these trainings are intended to
ensure basic understanding and in-depth
knowledge for general application. For this
reason, it is important to supplement the
Countywide Training Program with more
targeted training to address staff needs.

Fuscoe will provide this in three forms:
i. Periodic, group trainings to ensure a level
of uniformity with City staff. These typically
occur once a year.
ii. One-on-one training to help build specific
core competencies with individuals or
departments where it needs to be enhanced.
iii. Having Fuscoe staff available as a technical
resource to City staff for NPDES questions
and assistance.
b. Regional MS4 Permit: With the shift
in focus of the MS4 Permit to Watershed
Plans to address TMDL compliance, Fuscoe’s
experience with LA Measure W, OCTA Measure
M2, and other regional Best Management
Practices (BMP) programs will help the City
maximize its benefits from the Countywide Regional Stormwater CIP Program, to Technical Proposal - (C) Detailed Work Plan
20 DETAILED WORK PLAN PAGE 2 OF 4
mitigate water quality impairments in the
San Gabriel River–Coyote Creek Watershed.

In addition, Fuscoe understands the City’s
interest in sustainability and water resiliency
through past concept studies of multi-benefit
regional stormwater and creek restoration
projects that the City has previously pursued.

We are uniquely positioned to help the City
advocate for projects and policies that serve
the City’s best interests.

2. PROGRAM EFFECTIVENESS

ASSESSMENT SUPPORT
FEI has assisted with the City’s PEAs for 18
years and has developed the tools, analytic
parameters, and geospatial hotspot analysis
to evaluate performance trends of the City’s
Stormwater Program elements. With the
institutional knowledge and prior history
of performance goals to advance the
effectiveness assessment, FEI will rely on
these established processes to efficiently
prepare the PEA.

3. NEW DEVELOPMENT/REDEVELOPMENT

PROGRAM SUPPORT
FEI has served as the WQMP plan checker
for the City for 18 years. The practices that
we have established for reviewing WQMPs
have proven to be thorough, robust, and wellregarded. We proactively work with project applicants to ensure that as few rounds of
plan checks as possible are needed to get
to approval. This cooperative approach is
appreciated by project owners and applicants,
and reflects well on the City.

4. CONSTRUCTION PROGRAM SUPPORT
FEI has extensive experience managing and
updating the City’s construction inventory
database and coordinating records are
properly inputted per the Environmental
Services Coordinator’s preferences and
inspector’s needs. The optimization of our
support in this role has led to effective
inspection scheduling and enforcement
follow-up. Our familiarity with the procedures
and protocols also ensures a consistent and
efficient performance should Fuscoe need to
augment City staff for inspections.

5. EXISTING DEVELOPMENT

PROGRAM SUPPORT
As with Task #4, the City’s database system
is the same platform used for managing
the industrial/ commercial inventory. The
Technical Proposal - (C) Detailed Work Plan
21 DETAILED WORK PLAN PAGE 3 OF 4
other aspect worth noting is that Fuscoe
approaches inventory management through
the lens of a property’s lifecycle, from
WQMP development (Task #3), construction
(Task #4), to post-construction/existing
development (Task #3 and #5), rather than
independently siloed modules. This allows a
property that falls into multiple inventories to
be managed as a single record and to ensure
a smooth transition between inventories
and establishing a robust history with that
property that benefits the City in Regional
Board Audits.

6. TRASH PROVISION SUPPORT
Fuscoe has assisted the City with Track 1
Implementation of the Trash Provisions
since 2016. Having leveraged OCTA Measure
M2 to install FCS BMPs at PLU catch basins,
the City’s progress towards compliance has
achieved over 60%. Through ongoing work
to delineate PLU catch basin drainages,
aimed to be completed by 2026, compliance
progress has continued to steadily increase. In
addition, Fuscoe is aided by its AI tool to rapidly
perform OVTAs to help identify Alternative
Land Use (ALU) land swap opportunities for
PLUs not able to be treated by FCS BMPs.

This powerful tool will allow the City to rapidly
assess multiple options for ALU land swaps
to achieve the most efficient outcomes.

Fuscoe’s GIS capabilities will also enable the
City to perform pollutant load reduction
modeling scenarios independently of OC
Stormwater Tools, without being constrained
by its limitations. These advantages enable
the City to deliver optimal outcomes while
conserving valuable resources.

RESOURCE MANAGEMENT APPROACH

PROJECT MANAGEMENT
Due to the nature of stormwater programs,
with compliance requirements that are
based on annual program effectiveness
assessments, Fuscoe’s approach to resource
management takes this into consideration.

Fuscoe ensures that sufficient personnel
are available during peak periods to support
heightened compliance activities within each
program element (i.e. Construction Program
during rainy season versus non-rainy season).

Technical Proposal - (C) Detailed Work Plan
22 DETAILED WORK PLAN PAGE 4 OF 4
by Howard Wen in a supervisory capacity,
ensuring that his 18 years of institutional
knowledge of the City’s Stormwater Program
is utilized. Our group also shares lessons
learned from other cities to ensure Brea
benefits from our collective expertise.

SUB-CONSULTANT MANAGEMENT
Fuscoe is not proposing any sub-consultants
for this opportunity.

EXCEPTIONS/DEVIATIONS
Fuscoe accepts the contract requirements
of the Proposed Professional Services
Agreement as set forth in Section IV of the
RFP. We are not proposing any exceptions
and/or deviations from the proposed contract.

But regardless, Fuscoe has sufficient staff
beyond our Key Personnel for the City to
bring in to perform the work needed for this
Scope. Fuscoe’s stormwater team is multidisciplinary and our resources can be shifted to different MS4 program elements as the
intensity of activities ebb and flow between
them. Our Key Personnel will act as the City’s
primary contacts for discussions regarding
program progress and the status of work.

QUALITY ASSURANCE/QUALITY CONTROL
Fuscoe’s Stormwater Team is made up of
highly qualified individuals with P.E. licenses,
CPSWQs and QSD/P certifications, to back up
their experience and expertise in stormwater.

As the City can attest to, each Program
Task or element is assigned a qualified lead
and this is provided to the Environmental
Services Coordinator. This ensures that
communication of assignments are directed
by the Environmental Services Coordinator
and disseminated to the team through the
task lead. These leads will not change without
informing and receiving authorization by the
City. All work performed will be reviewed
Technical Proposal - (C) Detailed Work Plan
23 TASK YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5
TASK 1: Technical Guidance & Compliance Support
$33,500
(Assumes no Regional
MS4 Permit updates.)
$51,000 $51,000 $51,000 $51,000
TASK 2: Program Effectiveness Assessment Support $20,000 $20,000 $20,000 $20,000 $20,000 TASK 3: New Development/Redevelopment Support* $63,000 $63,000 $63,000 $63,000 $63,000 TASK 4: Construction Support $6,500 $6,500 $6,500 $6,500 $6,500 TASK 5: Existing Development Program Support
$14,000
(Includes SB205
support.)
$10,000 $10,000 $10,000 $10,000
TASK 6: Trash Provision Support** $35,000 $35,000 $23,500 $20,000 $20,000 TOTAL PER YEAR $172,000 $185,500 $174,000 $170,500 $170,500 Fee Proposal - Lump-Sum Fee

LUMP-SUM FEE BREAKDOWN
*Task 3: $55,000 in Plan Check fees assumes 3 Plan Checks per WQMP/NPP. **Task 6: Yearly cost changes reflects phased implementation of trash compliance effort; PLU delineations > ALU substitution > OVTAs for ALUs > Altertnative Track 1 compliance options. Should 100% compliance be reached by Year 3, for example, cost from Years 4 and 5 would be further reduced. 24 5-YEAR FIXED RATE SCHEDULE FOR CITY OF BREA
FISCAL YEAR 2025/2026 THROUGH FISCAL YEAR 2029/2030

CLASSIFICATION HOURLY RATE
Principal $330
Senior Project Manager $303
Project Manager / Senior Technical Manager $265
Technical Manager $249
Senior Engineer II / Senior Stormwater Engineer/Specialist II / Senior Mapping Analyst II $244 Associate Project Manager $240
Senior Engineer I / Senior Stormwater Engineer/Specialist I / Senior Mapping Analyst I $233 Senior Designer $227
Engineer II / Stormwater/Specialist II / Mapping Analyst II $211 3D Modeler/GIS Analyst $195
Engineer I / Stormwater Engineer/Specialist I / Mapping Analyst I $190 Associate Engineer / Associate Stormwater Engineer/Tech / Plan Processor $175 Plan Processor $175
Stormwater Inspector $146
Survey Technician $141
Engineering Technician $135
Information Coordinator $120

1. Reproduction and other reimbursable expenses (such as overnight deliveries,

2. Mileage, permits, and licenses, etc.) and Client approved subcontractor services will be billed in addition to the above rates with a 20% handling surcharge.

3. This 5-year rate schedule is subject to annual increase after June 30, 2030.

4. Field Surveyor rates are omitted based on the RFP services required. In the event ˚eld survey crews are needed, the most current rates will be provided at that time for separate authorization.

5. Overtime is available for critical deadlines at 1-1/2 times the normal rates for of˚ce employees. Surveyors’ rates are also adjusted automatically for overtime or holiday/weekend work in agreement with the Operating Engineers Union.

Client Initials __________
Effective through June 30, 2030 – REV. 1

CLASSIFICATION HOURLY RATE

)HH3URSRVDO+RXUO\6FKHGXOHRI5DWHV
25 26
Ian Adam, Principal 06/26/2025
27 Ian Adam, Principal 06/19/2025
28 29
30 Ian Adam, Principal 06/25/2025
CITYof BREA
Communication
August 19, 2025
Item No. 5K.

Cooperative Agreement with City of Fullerton and City of La Habra for the Palm Street Paving Improvements, CIP 7334

TO PREPARED BY
Honorable Mayor and City Council Members Ryan Chapman, City Engineer

DEPARTMENT HEAD APPROVAL CITY MANAGER APPROVAL
Michael Ho, Public Works Director Kristin Griffith, City Manager

RECOMMENDATION
Staff recommends that the City Council take the following actions:

1. Approve a Cooperative Agreement with the City of Fullerton and City of La Habra for the Palm Street Paving Improvements Project; and

2. Authorize the City Manager to execute any non-monetary contract amendments and ancillary documents subsequently required to implement the Cooperative Agreement.

BACKGROUND/DISCUSSION
The corridor of Palm Street between Imperial Highway (SR-90) and Central Avenue includes right-of-way with shared ownership between the Cities of Brea, Fullerton, and La Habra. In 2024, the City of Fullerton initiated discussions with both the City of Brea and the City of La Habra to collaborate on a multi-agency street improvement project to pave the entire Palm Street corridor as a single project. The Capital Improvement Program (CIP) project for the Palm Street Paving Improvements, CIP 7334 (Project), was programmed within the Fiscal Year 2025-27 CIP Budget for both design and construction. The Project limits within the City of Brea are on Palm Street between W. Central Avenue and approximately 100-feet south of Tanglewood Street, and on Palm Street between Lambert Road and Bonita Place (see Attachment A for reference as to project location). The Project generally consists of, but is not limited to, pavement milling and removals, AC deep-lift, AC overlay, removal and reconstruction of curb access ramps and sidewalk, utility valve, cleanout, maintenance hole adjustments, and signage and striping improvements.

The City of Fullerton and the City of La Habra have collaborated with City of Brea staff to develop a Cooperative Agreement (see Attachment B) that identifies the roles, responsibilities, and funding for the work associated with the Project, during both design and construction, for each participating agency. As part of this agreement, the City of Fullerton will serve as the lead agency for the Project’s design and construction. The City of Brea will be responsible for providing all required plan and specification review, documentation, and funding commitments for the Project implementation. The total estimated overall project cost for all agency improvements for both design and construction is $3,247,000. The project cost for improvements within the City of Brea includes $39,000 for design and $950,000 for construction, for a total estimated City of Brea cost of $989,000 (30% of the overall project cost) as outlined in the Cooperative Agreement. The Cooperative Agreement has been reviewed as to form by City staff and the City Attorney. City staff recommends that the City Council consider approval of the Cooperative Agreement with the City of Fullerton and the City of La Habra to allow for the implementation of the Palm Street Paving Improvements Project.

COMMISSION/COMMITTEE RECOMMENDATION
The Finance Committee reviewed this item at their August 12, 2025, meeting and recommended for City Council Approval.

FISCAL IMPACT/SUMMARY
There will be no impact to the General Fund. The Project is in the Fiscal Year 2025-27 CIP Budget for both design and construction, with an available budget of $1,300,000. Funding sources include Gas Tax (Fund 220) and Measure M (Fund 260). The City of Brea's anticipated share of the cost is $39,000 for design and $950,000 for construction, for a total estimated City of Brea cost of $989,000 (30% of the overall project cost) as outlined in the Cooperative Agreement. Upon completion of the overall Project, any remaining funds will be de-obligated and returned to the respective fund.

This multi-agency street improvement project includes paving rehabilitation improvements within the corridor of Palm Street between Imperial Highway (SR-90) and W. Central Avenue. Within the City of Brea, this Project will include paving, signage, and striping improvements on Palm Street between W. Central Avenue and approximately 100 feet south of Tanglewood Street, and on Palm Street between Lambert Road and Bonita Place. If the City Council approves staff's recommendations, construction is expected to begin in the Summer of 2026.

Attachments
Attachment A - Location Map.pdf
Attachment B - Cooperative Agreement.pdf
PROJECT 7334 PALM STREET PAVING IMPROVEMENTS NOT TO SCALE VICINITY MAP STREET IMPROVEMENTS -

CITYof BREA
Communication
August 19, 2025
Item No. 5L.

Acceptance of donation from Bridge Energy in the amount of $14,000 and authorize purchase of ballistic shields

TO PREPARED BY
Honorable Mayor and City Council Members Christopher Haddad, Police Lieutenant

DEPARTMENT HEAD APPROVAL CITY MANAGER APPROVAL
Adam Hawley, Police Chief Kristin Griffith, City Manager

RECOMMENDATION
Staff recommends that the City Council take the following actions:

1. Accept a donation from Bridge Energy to the Police Department in the amount of $14,000.

2. Authorize the City Manager to purchase two (2) ballistic shields for the Police Department.

BACKGROUND/DISCUSSION
Bridge Energy, located at 2000 Tonner Canyon Road, contacted the Brea Police Department in July and expressed interest in making a donation to the Brea Police Department to purchase equipment. Bridge Energy regularly donates to Brea Olinda High School and in the past, has also donated to the Brea Fire Department. Bridge Energy requested that the Police Department provide a list of needed safety equipment for their consideration. The department provided them a list, which included suggested items ranging from personal safety equipment up to and including autonomous Uncrewed Aerial Systems (UAS). Upon receiving the list, Bridge Energy agreed to donate $14,000 to the Police Department for the purchase of equipment. On August 5, 2025, the Brea Police Department was presented with a donation of $14,000.

The Police Department is recommending utilizing the Bridge Energy donation to purchase (2) ballistic shields. The Brea Police Department currently has a ballistic shield assigned to the SWAT team and it is stored on the SWAT truck. The shield is regularly used by the SWAT team and has become an integral part of their tactics. As the weight of ballistic shields has decreased and tactics have evolved, ballistic shields have become a standard piece of safety equipment for patrol officers throughout California.

The Police Department is requesting approval to purchase two (2) ballistic shields for patrol with the donation from Bridge Energy. Vendor quotes are outstanding, but are estimated to be between $6,000 and $7,000 each.

COMMISSION/COMMITTEE RECOMMENDATION
This item was reviewed by the Finance Committee at the August 12, 2025 meeting and recommended for approval.

FISCAL IMPACT/SUMMARY
The donation would go into the Firearms Equipment line item of the Police Department Budget (Account No. 110- 212131-4383). Items will be fully covered by the donation from Bridge Energy and will have no impact on the City’s General Fund Budget.

CITYof BREA
City Council Regular Meeting
Communication
August 19, 2025
Item No. 5M.

Monthly Report of Investments for the City of Brea for Period Ended July 31, 2025

TO PREPARED BY
Honorable Mayor and City Council Members Faith Madrazo, Financial Services Manager, Revenue

DEPARTMENT HEAD APPROVAL CITY MANAGER APPROVAL
Monica Lo, Administrative Services Director Kristin Griffith, City Manager

RECOMMENDATION
Staff Recommends that the City Council take the following action.

1. Receive and file the Monthly Report of Investments.

BACKGROUND/DISCUSSION
The Monthly Report of Investments is prepared in accordance with Government Code Sections (GCS) 41004 and 53607 and contains information on the City's investment activities for the month of July. Cash for day-to-day activities is deposited in the demand and interest-bearing checking accounts. The Local Agency Investment Fund (LAIF) is used for short-term investments and functions like a savings account. Additionally, on June 6, 2023, upon the recommendation of the Investment Advisory Committee, the City Council authorized the use of U.S. Treasury Bills and other short-term investments—referred to as the City’s Liquidity Account—as an alternative to the Local Agency Investment Fund (LAIF). This Liquidity Account was closed in July 2025, as LAIF had consistently outperformed it over several months. The remaining cash balance was subsequently transferred to the City’s main investment portfolio. The City’s investment portfolio is for long-term investments and is managed through Chandler Asset Management (Chandler). Together, the short and long-term investment accounts represent the City’s investment portfolio.

Attachment A includes an Investment Information Summary and Monthly Account Statement prepared by Chandler.

The book value represents the cost of investments, plus or minus amortization/accretion. As of July 31, 2025, the total market value of the managed investment portfolio, including accrued interest, was $97,335,497 as compared to $97,384,453 at June 30, 2025. The weighted average investment yield for July 31, 2025 was 3.78%, which was slightly higher than the prior month. The City’s Local Agency Investment Fund (LAIF) had a total market value, including accrued interest of $8,455,388 at July 31, 2025 which brings the total value of the City’s investment portfolio as of July 31, 2025 to $105,790,885 as compared to the balance of $126,769,486 at June 30, 2025.

The City has restricted cash and investments held in the post-employment benefits trust accounts for both Pension and Other Post Employment Benefits (OPEB) administered by PARS (PARS accounts), which are managed by PFM Asset Management (PFM) and the City's various bond reserve accounts which are managed by Chandler.

Attachment A includes monthly statements from US Bank for the PARS accounts, as well as a portfolio report from Chandler for each bond reserve account that is invested. As of July 31, 2025, the market value of the PARS pension account, including short-term cash and accrued interest was $13,105,508 as compared to $12,981,547 from the prior month. The OPEB account had a market value of $470,964 as compared to $467,334 from the prior month. All other restricted cash investments (bond reserve accounts), including short-term cash and accrued interest, was $707,026 in comparison to $705,691 from the prior month.

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

FISCAL IMPACT/SUMMARY
During July, the City’s managed investment portfolio decreased by $20,978,601, primarily due to the prepayment of the annual Unfunded Accrued Liability (UAL) to CalPERS totaling $14,172,928, along with other annual operating and one-time expenditures. Major annual operating expenditures included: $3,325,255 to CalDomestic for purchased water covering June 2025 consumption and excess usage beyond the City’s annual entitlement; $1,620,570 million to the California Insurance Pool Authority for insurance contributions; $588,314 to Western Golf Properties for June management fees and the annual incentive payment for both City-owned golf courses; and $196,435 to the Municipal Water District for retail water connection charges. In addition, the City incurred one-time expenditures. These included $626,721 to Urban Habitat for Arovista Park construction (Progress Payment #13), $380,004 to the Orange County Sanitation District as a pass-through of collected fees, and $119,879 to National Fleet Auto Group for vehicle purchases.

Despite the overall portfolio decline, the City’s PARS accounts increased by $127,591, and bond reserve accounts rose by $1,335, both attributed to positive market performance during the month.

Attachments
Attachment A - City - JulY 2025.pdf
City of Brea
Cash and Investment Information
Book Market
Value Value*
Demand and Interest-Bearing Checking Accounts Citizen's Bank $ 3,967,012.86 $ 3,967,012.86 Local Agency Investment Fund LAIF $ 8,389,901.42 $ 8,455,388.23 Managed Investment Portfolio - CHANDLER Chandler/BNY $ 96,550,381.31 $ 97,335,496.85 Liquidity Account - CHANDLER Chandler/BNY $ - $ -
PARS Post-Employment Benefits Trust - Pension** PFM/US Bank $ 12,196,472.35 $ 13,105,508.19 PARS Post-Employment Benefits Trust - OPEB** PFM/US Bank $ 452,774.43 $ 470,963.90 Fiscal Agent Cash & Investments**
2017 Brea Plaza Public Improvements CFD Bonds (CFD 2008-2) Chandler/BNY $ 705,635.24 $ 706,122.94 2019 Olinda Ranch Public Improvements CFD Bonds (CFD 1997-1) Chandler/BNY $ 44.55 $ 44.55 2019 Water Revenue Bonds Chandler/BNY $ 624.97 $ 624.97 2020 Water Revenue Refunding Bonds Chandler/BNY $ 201.25 $ 201.25 Sub-total - Fiscal Agent Cash & Investments $ 706,538.26 $ 707,025.96 Report Grand Total $ 122,263,080.63 $ 124,041,395.99
* Includes accrued interest on invested funds
** Reserve Fund
July 31, 2025
ATTACHMENT A Page 1 of 180
City of Brea
Cash and Investment Information
Fiscal Agent Cash & Investments Detail
10600 2017 Brea Plaza Public Improvements CFD Bonds (CFD 2008-2) - CHANDLER $ 680,034.25 $ 680,521.95 Short-Term Treasury Funds - BNY $ 25,600.99 $ 25,600.99 Sub-total $ 705,635.24 $ 706,122.94
2019 Olinda Ranch Public Improvements Bonds (CFD 1997-1) - CHANDLER $ - $ - Short-Term Treasury Funds - BNY $ 44.55 $ 44.55
Sub-total $ 44.55 $ 44.55
2019 Water Revenue Bonds - CHANDLER $ - $ -
Short-Term Treasury Funds - BNY $ 624.97 $ 624.97
Sub-total $ 624.97 $ 624.97
2020 Water Revenue Refunding Bonds - CHANDLER $ - $ -
Short-Term Treasury Funds - BNY $ 201.25 $ 201.25
Sub-total $ 201.25 $ 201.25
Report Grand Total $ 706,538.26 $ 707,025.96
Book
Value
Market
Value
July 31, 2025

ATTACHMENT A

Page 2 of 180 ends

MONTHLY ACCOUNT STATEMENT
City of Brea LAIF | Account #10164 | As of July 31, 2025 CHANDLER ASSET MANAGEMENT | chandlerasset.com
Information contained herein is confidential. We urge you to compare this statement to the one you receive from your qualified custodian. Please see Important Disclosures at the end of the statement.

Chandler Team:

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

ATTACHMENT A

Page 3 of 180 ends

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

ATTACHMENT A

Page 4 of 180 ends

RECONCILIATION SUMMARY
Accrual Activity Summary
Fair Market Activity Summary
Month to Date Fiscal Year to Date
(07/01/2025)
Beginning Book Value 29,381,670.58 29,381,670.58
Maturities/Calls 0.00 0.00
Principal Paydowns 0.00 0.00
Purchases 285,073.68 285,073.68
Sales (21,000,000.00) (21,000,000.00)
Change in Cash, Payables, Receivables (211,356.03) (211,356.03) Amortization/Accretion 0.00 0.00
Realized Gain (Loss) 0.00 0.00
Ending Book Value 8,455,388.23 8,455,388.23
Month to Date Fiscal Year to Date
(07/01/2025)
Beginning Market Value 29,381,670.58 29,381,670.58
Maturities/Calls 0.00 0.00
Principal Paydowns 0.00 0.00
Purchases 285,073.68 285,073.68
Sales (21,000,000.00) (21,000,000.00)
Change in Cash, Payables, Receivables (211,356.03) (211,356.03) Amortization/Accretion 0.00 0.00
Change in Net Unrealized Gain (Loss) 0.00 0.00
Realized Gain (Loss) 0.00 0.00
Ending Market Value 8,455,388.23 8,455,388.23
Maturities / Calls
Month to Date 0.00
Fiscal Year to Date 0.00
Principal Paydowns
Month to Date 0.00
Fiscal Year to Date 0.00
Purchases
Month to Date 285,073.68
Fiscal Year to Date 285,073.68
Sales
Month to Date (21,000,000.00)
Fiscal Year to Date (21,000,000.00)
Interest Received
Month to Date 285,073.68
Fiscal Year to Date 285,073.68
Purchased / Sold Interest
Month to Date 0.00
Fiscal Year to Date 0.00

ATTACHMENT A

Page 5 of 180 ends

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

Gain/Loss
Moody's/
S&P/
Fitch
Maturity
Duration
CASH
CCYUSD Receivable 65,486.81 -- 65,486.81
65,486.81

1.00 0.00%
65,486.81

0.00 0.77%

0.00 Aaa/AAA
AAA

0.00 0.00
Total Cash 65,486.81
65,486.81
65,486.81

1.00 0.00%
65,486.81

0.00 0.77%

0.00 0.00

0.00 LAIF
90LAIF$00 Local Agency Investment Fund
State Pool 8,389,901.42 --4.26%
8,389,901.42
8,389,901.42

1.00 4.26%
8,389,901.42

0.00 99.23%

0.00 NA/NA
NA

0.00 0.00
Total LAIF 8,389,901.42 4.26%
8,389,901.42
8,389,901.42

1.00 4.26%
8,389,901.42

0.00 99.23%

0.00 0.00

0.00 Total Portfolio 8,455,388.23 4.26%
8,455,388.23
8,455,388.23

1.00 4.23%
8,455,388.23

0.00 100.00%

0.00 0.00

0.00 Total Market Value
+ Accrued 8,455,388.23

ATTACHMENT A

Page 6 of 180 ends

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

ACQUISITIONS
Purchase 07/15/2025 90LAIF$00 285,073.68 Local Agency Investment Fund State Pool 1.000 4.26% (285,073.68) 0.00 (285,073.68) 0.00 Total Purchase 285,073.68 (285,073.68) 0.00 (285,073.68) 0.00 TOTAL
ACQUISITIONS 285,073.68 (285,073.68) 0.00 (285,073.68) 0.00

DISPOSITIONS
Sale 07/10/2025 90LAIF$00 (6,500,000.00) Local Agency Investment Fund State Pool 1.000 4.26% 6,500,000.00 0.00 6,500,000.00 0.00 Sale 07/18/2025 90LAIF$00 (14,500,000.00) Local Agency Investment Fund State Pool 1.000 4.26% 14,500,000.00 0.00 14,500,000.00 0.00 Total Sale (21,000,000.00) 21,000,000.00 0.00 21,000,000.00 0.00 TOTAL
DISPOSITIONS (21,000,000.00) 21,000,000.00 0.00 21,000,000.00 0.00 OTHER

TRANSACTIONS
Cash Transfer 07/10/2025 CCYUSD (6,500,000.00) Cash 0.00% (6,500,000.00) 0.00 (6,500,000.00) 0.00 Cash Transfer 07/18/2025 CCYUSD (14,500,000.00) Cash 0.00% (14,500,000.00) 0.00 (14,500,000.00) 0.00 Total Cash
Transfer (21,000,000.00) (21,000,000.00) 0.00 (21,000,000.00) 0.00 Dividend 07/01/2025 90LAIF$00 0.00 Local Agency Investment Fund State Pool 4.26% 8,230.84 0.00 8,230.84 0.00
Total Dividend 0.00 8,230.84 0.00 8,230.84 0.00

TOTAL OTHER
TRANSACTIONS (21,000,000.00) (20,991,769.16) 0.00 (20,991,769.16) 0.00

ATTACHMENT A

Page 7 of 180 ends

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

CASH & EQUIVALENTS
CCYUSD Receivable
65,486.81
276,842.84

0.00 0.00
65,486.81

0.00 0.00

0.00 Total Cash & Equivalents 65,486.81
276,842.84

0.00 0.00
65,486.81

0.00 0.00

0.00 0.00 0.00
LAIF
90LAIF$00 Local Agency Investment
Fund State Pool 8,389,901.42
29,104,827.74
285,073.68
(21,000,000.00)
8,389,901.42

0.00 285,073.68

0.00 0.00

0.00 285,073.68
285,073.68
Total LAIF 8,389,901.42
29,104,827.74
285,073.68
(21,000,000.00)
8,389,901.42

0.00 285,073.68

0.00 0.00

0.00 285,073.68 285,073.68
TOTAL PORTFOLIO 8,455,388.23
29,381,670.58
285,073.68
(21,000,000.00)
8,455,388.23

0.00 285,073.68

0.00 0.00

0.00 285,073.68 285,073.68

ATTACHMENT A

Page 8 of 180 ends

CASH FLOW REPORT
Payment Date Transaction Type CUSIP Quantity Security Description Principal Amount Income Total Amount OCTOBER 2025
10/15/2025 Dividend 90LAIF$00 8,389,901.42 Local Agency Investment Fund State Pool 65,486.81 65,486.81 October 2025 Total 65,486.81 65,486.81
Grand Total 8,389,901.42 65,486.81 65,486.81

ATTACHMENT A

Page 9 of 180 ends

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

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

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

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

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

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

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

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

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

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

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

Security level ratings for U.S. Agency issued mortgage-backed securities (“MBS”) reflect the issuer rating because the securities themselves are not rated. The issuing U.S. Agency guarantees the full and timely payment of both principal and interest.

ATTACHMENT A

Page 10 of 180 ends

MONTHLY ACCOUNT STATEMENT
City of Brea | Account #120 | As of July 31, 2025
CHANDLER ASSET MANAGEMENT | chandlerasset.com
Information contained herein is confidential. We urge you to compare this statement to the one you receive from your qualified custodian. Please see Important Disclosures at the end of the statement.

Chandler Team:

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

Bank of New York Mellon

ATTACHMENT A

Page 11 of 180 ends

PORTFOLIO SUMMARY
Portfolio Characteristics
Sector Allocation
Performance Review
Account Summary
Maturity Distribution
Top Issuers
Credit Quality (S&P)
Total Rate of Return** 1M 3M YTD 1YR 2YRS 3YRS 5YRS 10YRS Since Inception (05/01/96)
City of Brea (0.05%) 0.55% 3.55% 4.78% 5.31% 3.46% 1.23% 1.88% 3.45% Benchmark Return (0.14%) 0.23% 3.24% 4.38% 4.88% 2.96% 0.86% 1.58% 3.13% Secondary Benchmark Return (0.11%) 0.33% 3.31% 4.52% 5.02% 3.09% 0.95% 1.69% -- Average Modified Duration 2.52
Average Coupon 3.54%
Average Purchase YTM 3.78%
Average Market YTM 4.15%
Average Credit Quality* AA
Average Final Maturity 2.98
Average Life 2.60
End Values as of
06/30/2025
End Values as of
07/31/2025
Market Value 96,723,691.95 96,625,617.56
Accrued Interest 660,760.92 709,879.30
Total Market Value 97,384,452.87 97,335,496.85
Income Earned 386,105.54 301,935.47
Cont/WD 0.00 3,361.79
Par 96,913,141.20 97,146,172.85
Book Value 96,304,754.95 96,550,381.31
Cost Value 95,984,184.76 96,214,671.58
Government of The United States 40.32%
FHLMC 11.71%
Farm Credit System 2.16%
Federal Home Loan Banks 2.10%
International Bank for Recon and Dev 2.07%
Inter-American Development Bank 1.93%
FNMA 1.87%
American Express Credit Master Trust 1.58%
**Periods over 1 year are annualized.

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

ATTACHMENT A

Page 12 of 180 ends

STATEMENT OF COMPLIANCE
Rules Name Limit Actual Compliance
Status Notes

AGENCY MORTGAGE SECURITIES (CMOS)
Max % (MV) 100.0 11.7 Compliant
Max % Issuer (MV) 25.0 11.7 Compliant
Max Maturity (Years) 5.0 4.5 Compliant
Min Rating (AA by 1) 0.0 0.0 Compliant

ASSET-BACKED SECURITIES (ABS)
Max % (MV; Non Agency ABS & MBS) 15.0 9.7 Compliant
Max % Issuer (MV) 5.0 1.0 Compliant
Max Maturity (Years) 5 4 Compliant
Min Rating (AA- by 1) 0.0 0.0 Compliant

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

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

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

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

CORPORATE MEDIUM TERM NOTES
Max % (MV) 30.0 26.7 Compliant
Max % Issuer (MV) 5.0 1.5 Compliant
Max Maturity (Years) 5 4 Compliant
Min Rating (A- by 1) 0.0 0.0 Compliant

FDIC INSURED TIME DEPOSITS (NON-NEGOTIABLE CD/
TD)

ATTACHMENT A

Page 13 of 180 ends

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

FEDERAL AGENCIES
Max % (MV) 100.0 6.1 Compliant
Max % Issuer (MV) 25.0 2.2 Compliant
Max Callables (MV) 5.0 0.0 Compliant
Max Maturity (Years) 5 3 Compliant

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

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

MONEY MARKET MUTUAL FUNDS
Max % (MV) 20.0 0.5 Compliant
Max % Issuer (MV) 20.0 0.5 Compliant
Min Rating (AAA by 2) 0.0 0.0 Compliant

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

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

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

MUTUAL FUNDS

ATTACHMENT A

Page 14 of 180 ends

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

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

REPURCHASE AGREEMENTS
Max Maturity (Years) 1.0 0.0 Compliant

SUPRANATIONAL OBLIGATIONS
Max % (MV) 15.0 4.0 Compliant
Max % Issuer (MV) 5.0 2.1 Compliant
Max Maturity (Years) 5 4 Compliant
Min Rating (AA- by 1) 0.0 0.0 Compliant
U.S. TREASURIES
Max % (MV) 100.0 40.3 Compliant
Max Maturity (Years) 5 4 Compliant

ATTACHMENT A

Page 15 of 180 ends

RECONCILIATION SUMMARY
Accrual Activity Summary
Fair Market Activity Summary
Month to Date Fiscal Year to Date
(07/01/2025)
Beginning Book Value 96,304,754.95 96,304,754.95
Maturities/Calls 0.00 0.00
Principal Paydowns (45,475.15) (45,475.15)
Purchases 1,477,865.96 1,477,865.96
Sales (1,196,193.59) (1,196,193.59)
Change in Cash, Payables, Receivables 404.14 404.14
Amortization/Accretion 16,619.88 16,619.88
Realized Gain (Loss) (10,956.67) (10,956.67)
Ending Book Value 96,550,381.31 96,550,381.31
Month to Date Fiscal Year to Date
(07/01/2025)
Beginning Market Value 96,723,691.95 96,723,691.95
Maturities/Calls 0.00 0.00
Principal Paydowns (45,475.15) (45,475.15)
Purchases 1,477,865.96 1,477,865.96
Sales (1,196,193.59) (1,196,193.59)
Change in Cash, Payables, Receivables 404.14 404.14
Amortization/Accretion 16,619.88 16,619.88
Change in Net Unrealized Gain (Loss) (343,700.75) (343,700.75) Realized Gain (Loss) (10,956.67) (10,956.67)
Ending Market Value 96,625,617.56 96,625,617.56
Maturities / Calls
Month to Date 0.00
Fiscal Year to Date 0.00
Principal Paydowns
Month to Date (45,475.15)
Fiscal Year to Date (45,475.15)
Purchases
Month to Date 1,477,865.96
Fiscal Year to Date 1,477,865.96
Sales
Month to Date (1,196,193.59)
Fiscal Year to Date (1,196,193.59)
Interest Received
Month to Date 236,515.81
Fiscal Year to Date 236,515.81
Purchased / Sold Interest
Month to Date (318.59)
Fiscal Year to Date (318.59)

ATTACHMENT A

Page 16 of 180 ends

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

Gain/Loss
Moody's/
S&P/
Fitch
Maturity
Duration
ABS
43815BAC4 HAROT 2022-1 A3 1.88
05/15/2026 12,451.08 02/15/20221.89%
12,449.21
12,450.77

99.88 4.95%
12,436.47

10.40 0.01%
(14.29)
Aaa/AAA
NA

0.79 0.04
47800BAC2 JDOT 2022-C A3 5.09
06/15/2027 221,754.26 10/12/20223.29%
221,737.05
221,748.03
100.22

4.72%
222,232.36
501.66

0.23%
484.33
Aaa/NA
AAA

1.87 0.50
36269WAD1 GMALT 2024-2 A3 5.39
07/20/2027 330,000.00 05/07/20245.85%
329,980.83
329,988.14
100.65

4.51%
332,157.11
543.49

0.34%
2,168.98
NA/AAA
AAA

1.97 0.69
58770JAD6 MBALT 2024-A A3 5.32
01/18/2028 240,000.00 05/17/20245.73%
239,971.92
239,981.07
100.99

4.49%
242,372.59
567.47

0.25%
2,391.52
Aaa/NA
AAA

2.47 1.10
362962AD4 GMALT 2025-2 A3 4.58
05/22/2028 440,000.00 05/20/20254.84%
439,992.70
439,993.13
100.38

4.39%
441,650.18
615.76

0.46%
1,657.05
NA/AAA
AAA

2.81 1.57
161571HT4 CHAIT 2023-1 A 5.16 09/15/2028 965,000.00 09/07/2023

5.23%
964,732.50
964,832.94
100.91

4.36%
973,813.25
2,213.07

1.01%
8,980.31
NA/AAA
AAA

3.13 1.07
437930AC4 HAROT 2024-2 A3 5.27
11/20/2028 310,000.00 05/14/20245.27%
309,962.33
309,972.34
101.06

4.35%
313,295.42
589.95

0.32%
3,323.08
NA/AAA
AAA

3.31 1.08
096919AD7 BMWOT 2024-A A3 5.18
02/26/2029 410,000.00 06/04/20245.18%
409,937.72
409,952.77
100.93

4.40%
413,799.02
353.97

0.43%
3,846.24
Aaa/AAA
NA

3.57 1.10
47786WAD2 JDOT 2024-B A3 5.2 03/15/2029 465,000.00 06/11/2024

5.81%
464,909.09
464,930.57
101.23

4.48%
470,724.34
1,074.67

0.49%
5,793.77
Aaa/NA
AAA

3.62 1.56
43813YAC6 HAROT 2024-3 A3 4.57
03/21/2029 575,000.00 08/09/20244.66%
574,909.67
574,928.30
100.25

4.43%
576,454.29
729.93

0.60%
1,525.99
Aaa/NA
AAA

3.64 1.33
02582JKH2 AMXCA 2024-1 A 5.23
04/16/2029 720,000.00 04/16/20245.30%
719,852.40
719,890.13
101.63

4.28%
731,722.32
1,673.60

0.76%
11,832.19
NA/AAA
AAA

3.71 1.60
05522RDJ4 BACCT 2024-1 A 4.93
05/15/2029 460,000.00 06/06/20244.93%
459,974.19
459,980.21
101.20

4.27%
465,498.98
1,007.91

0.48%
5,518.77
Aaa/AAA
NA

3.79 1.68
89240JAD3 TAOT 25A A3 4.64 08/15/2029 565,000.00 01/22/2025

4.69%
564,977.34
564,979.85
100.70

4.25%
568,982.52
1,165.16

0.59%
4,002.66
Aaa/NA
AAA

4.04 1.62
47800DAD6 JDOT 2025 A3 4.23 09/17/2029 460,000.00 03/04/2025

5.09%
459,971.07
459,973.58

99.82 4.34%
459,161.10
864.80

0.48%
(812.48)
Aaa/NA
AAA

4.13 2.39
92970QAE5 WFCIT 2024-2 A 4.29
10/15/2029 515,000.00 10/17/20244.29%
514,923.47
514,935.31
100.18

4.24%
515,940.91
981.93

0.53%
1,005.60
Aaa/AAA
NA

4.21 2.06
44935CAD3 HART 2025-A A3 4.32
10/15/2029 575,000.00 03/04/20254.84%
574,915.19
574,922.37
100.15

4.28%
575,853.88
1,104.00

0.60%
931.51
NA/AAA
AAA

4.21 1.98
437921AD1 HAROT 252 A3 4.15 10/15/2029 300,000.00 04/29/2025

4.15%
299,966.49
299,968.25

99.84 4.26%
299,530.86
553.33

0.31%
(437.39)
Aaa/NA
AAA

4.21 2.00

ATTACHMENT A

Page 17 of 180 ends

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

Gain/Loss
Moody's/
S&P/
Fitch
Maturity
Duration
362955AD8 GMCAR 2025-1 A3 4.62
12/17/2029 375,000.00 01/09/20255.03%
374,972.14
374,975.21
100.67

4.23%
377,515.39
721.88

0.39%
2,540.18
Aaa/NA
AAA

4.38 1.55
58773DAD6 MBART 2025-1 A3 4.78
12/17/2029 545,000.00 01/14/20254.84%
544,884.08
544,896.39
100.93

4.23%
550,067.85
1,157.82

0.57%
5,171.45
Aaa/NA
AAA

4.38 1.56
02582JKP4 AMXCA 2025-2 A 4.28
04/15/2030 790,000.00 05/06/20254.28%
789,985.70
789,986.34
100.29

4.20%
792,314.23
1,502.76

0.82%
2,327.89
NA/AAA
AAA

4.71 2.50
Total ABS 9,274,205.34 4.92%
9,273,005.09
9,273,285.69
100.66

4.33%
9,335,523.04
17,933.54

9.66%
62,237.36

3.71 1.59
AGENCY
3135G06G3 FEDERAL NATIONAL MORTGAGE
ASSOCIATION 0.5 11/07/2025 1,825,000.00 --0.57%
1,819,098.50
1,824,682.24

98.97 4.40%
1,806,195.51
2,129.17

1.87%
(18,486.73)
Aa1/AA+
AA+

0.27 0.26
3133EPGW9

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

3.55%
1,268,125.00
1,259,971.75

99.61 4.03%
1,245,104.85
12,916.67

1.29%
(14,866.90)
Aa1/AA+
AA+

2.74 2.54
3133EPME2

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

3.96%
846,634.00
848,080.26

99.60 4.02%
846,640.75
4,849.13

0.88%
(1,439.51)
Aa1/AA+
AA+

2.86 2.66
3130AWTR1 FEDERAL HOME LOAN BANKS

4.375 09/08/2028 2,000,000.00 09/08/20234.43%
1,994,580.00
1,996,630.33
101.35

3.91%
2,027,022.96
34,756.94

2.10%
30,392.63
Aa1/AA+
AA+

3.11 2.83
Total Agency 5,925,000.00 3.00%
5,928,437.50
5,929,364.58
100.01

4.10%
5,924,964.07
54,651.91

6.13%
(4,400.51)

2.13 1.96

AGENCY CMBS
3137BQYS0 FHMS K-056 A2 2.525
05/25/2026 551,448.16 01/31/20221.67%
568,077.77
554,380.91

98.51 4.47%
543,252.54
1,160.34

0.56%
(11,128.36)
Aa1/AA+
AAA

0.82 0.68
3137BXQY1 FHMS K-064 A2 3.224
03/25/2027 1,000,000.00 05/06/2022

3.23%
997,929.69
999,319.33

98.28 4.31%
982,847.00
2,686.67

1.02%
(16,472.33)
Aa1/AAA
AA+

1.65 1.42
3137FCLD4 FHMS K-071 A2 3.286
11/25/2027 2,000,000.00 04/11/20234.08%
1,932,500.00
1,966,615.52

97.86 4.21%
1,957,118.60
5,476.67

2.03%
(9,496.92)
Aa1/AA+
AAA

2.32 2.15
3137FETN0 FHMS K-073 A2 3.35 01/25/2028 1,500,000.00 03/27/2023

4.14%
1,452,187.50
1,475,708.61

97.91 4.22%
1,468,621.20
4,187.50

1.52%
(7,087.41)
Aa1/AA+
AAA

2.49 2.24
3137FEZU7 FHMS K-076 A2 3.9 04/25/2028 1,200,000.00 04/20/2023

4.12%
1,187,062.50
1,193,011.02

99.08 4.20%
1,188,963.36
3,900.00

1.23%
(4,047.66)
Aa1/AA+
AAA

2.74 2.46
3137FGR31 FHMS K-078 A2 3.854
06/25/2028 1,300,000.00 09/18/2023

5.02%
1,240,890.63
1,264,327.58

98.95 4.19%
1,286,387.44
4,175.17

1.33%
22,059.86
Aa1/AA+
AAA

2.90 2.57

ATTACHMENT A

Page 18 of 180 ends

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

Gain/Loss
Moody's/
S&P/
Fitch
Maturity
Duration
3137FJKE8 FHMS K-082 A2 3.92 09/25/2028 600,000.00 11/28/2023

4.74%
578,718.75
586,184.35

99.06 4.19%
594,353.58
1,960.00

0.62%
8,169.23
Aa1/AA+
AAA

3.15 2.84
3137H5YC5 FHMS K-748 A2 2.26 01/25/2029 1,500,000.00 03/25/2024

4.61%
1,350,820.31
1,392,916.42

93.71 4.24%
1,405,588.80
2,825.00

1.45%
12,672.38
Aa1/AA+
AAA

3.49 3.20
3137FLMV3 FHMS K-090 A2 3.422
02/25/2029 1,000,000.00 07/29/20244.46%
957,070.31
966,636.31

97.34 4.21%
973,365.30
2,851.67

1.01%
6,728.99
Aa1/AAA
AA+

3.57 3.24
3137FRUT6 FHMS K-106 A2 2.069
01/25/2030 1,000,000.00 06/06/20254.37%
905,039.06
907,947.77

91.11 4.27%
911,111.20
1,724.17

0.94%
3,163.43
Aa1/AA+
AAA

4.49 4.16
Total Agency CMBS 11,651,448.16 4.17%
11,170,296.52
11,307,047.82

97.14 4.24%
11,311,609.02
30,947.17

11.71%
4,561.20

2.79 2.53
CASH
CCYUSD Receivable 1,138.11 -- 1,138.11
1,138.11

1.00 0.00%
1,138.11

0.00 0.00%

0.00 Aaa/AAA
AAA

0.00 0.00
Total Cash 1,138.11
1,138.11
1,138.11

1.00 0.00%
1,138.11

0.00 0.00%

0.00 0.00

0.00 CORPORATE
023135BX3 AMAZON.COM INC 1.0
05/12/2026 1,455,000.00 05/10/20211.09%
1,448,714.40
1,454,022.39

97.57 4.19%
1,419,675.06
3,192.92

1.47%
(34,347.33)
A1/AA
AA0.780.76
91324PEC2 UNITEDHEALTH GROUP INC 1.15
05/15/2026 240,000.00 --1.08%
240,776.80
240,113.19

97.37 4.59%
233,679.14
582.67

0.24%
(6,434.06)
A2/A+
A

0.79 0.77
89236TJK2 TOYOTA MOTOR CREDIT CORP

1.125 06/18/2026 995,000.00 06/15/20211.13%
994,562.20
994,923.04

97.19 4.41%
967,084.27
1,337.03

1.00%
(27,838.77)
A1/A+
A+

0.88 0.86
037833DN7 APPLE INC 2.05 09/11/2026 450,000.00 12/02/2021

1.49%
461,178.00
452,291.56

97.65 4.24%
439,418.71
3,587.50

0.45%
(12,872.85)
Aaa/AA+
NA

1.11 1.07
06368FAC3 BANK OF MONTREAL 1.25
09/15/2026 500,000.00 09/13/20211.27%
499,395.00
499,864.16

96.56 4.43%
482,791.09
2,361.11

0.50%
(17,073.07)
A2/AAA1.13

1.09 931142ER0 WALMART INC 1.05 09/17/2026 235,000.00 09/08/2021

1.09%
234,555.85
234,899.79

96.65 4.12%
227,119.54
918.46

0.24%
(7,780.25)
Aa2/AA
AA

1.13 1.10
26442CAS3 DUKE ENERGY CAROLINAS LLC

2.95 12/01/2026 850,000.00 01/13/2022

1.82%
892,644.50
860,010.21

98.28 4.28%
835,421.51
4,179.17

0.86%
(24,588.69)
Aa3/A
NA

1.34 1.28
87612EBM7 TARGET CORP 1.95 01/15/2027 535,000.00 01/19/2022

1.99%
534,090.50
534,733.71

96.86 4.20%
518,205.02
463.67

0.54%
(16,528.69)
A2/A
A

1.46 1.41
808513BY0 CHARLES SCHWAB CORP 2.45
03/03/2027 750,000.00 03/09/20222.73%
740,115.00
746,851.81

97.13 4.34%
728,446.52
7,554.17

0.75%
(18,405.28)
A2/AA1.59

1.52 ATTACHMENT A

Page 19 of 180 ends

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

Gain/Loss
Moody's/
S&P/
Fitch
Maturity
Duration
084664CZ2 BERKSHIRE HATHAWAY FINANCE
CORP 2.3 03/15/2027 1,080,000.00 03/07/20222.30%
1,079,794.80
1,079,933.58

97.30 4.03%
1,050,872.72
9,384.00

1.09%
(29,060.86)
Aa2/AA
A+

1.62 1.56
74340XCG4 PROLOGIS LP 4.875 06/15/2028 575,000.00 09/08/2023

5.17%
567,824.00
570,668.80
101.55

4.29%
583,935.53
3,581.77

0.60%
13,266.73
A2/A
NA

2.88 2.57
24422EXB0 JOHN DEERE CAPITAL CORP 4.95
07/14/2028 935,000.00 07/11/20234.96%
934,767.55
934,862.85
102.25

4.13%
956,009.01
2,185.56

0.99%
21,146.17
A1/A
A+

2.96 2.72
78016HZS2 ROYAL BANK OF CANADA 5.2
08/01/2028 650,000.00 12/06/20235.08%
653,224.00
652,080.98
102.50

4.30%
666,245.91
16,900.00

0.69%
14,164.93
A1/A
AA3.002.76
74456QBX3 PUBLIC SERVICE ELECTRIC AND
GAS CO 3.65 09/01/2028 1,200,000.00 10/04/2023

5.48%
1,106,748.00
1,141,353.23

98.17 4.29%
1,178,070.46
18,250.00

1.22%
36,717.22
A1/A
NA

3.09 2.84
74340XBX8 PROLOGIS LP 4.0 09/15/2028 500,000.00 12/06/2023

4.91%
480,850.00
487,464.06

98.98 4.35%
494,898.06
7,555.56

0.51%
7,434.00
A2/A
NA

3.13 2.86
756109BS2 REALTY INCOME CORP 4.7
12/15/2028 1,000,000.00 12/12/20235.16%
979,800.60
986,378.95
100.80

4.44%
1,007,969.80
6,005.56

1.04%
21,590.85
A3/ANA3.38

3.00 91324PDP4 UNITEDHEALTH GROUP INC

3.875 12/15/2028 650,000.00 12/12/20234.77%
624,364.00
632,712.89

98.19 4.46%
638,247.58
3,218.40

0.66%
5,534.70
A2/A+
A

3.38 3.11
46647PAM8 JPMORGAN CHASE & CO 3.509
01/23/2029 1,000,000.00 01/19/20245.14%
941,600.00
963,824.78

97.82 4.75%
978,199.51
779.78

1.01%
14,374.73
A1/A
AA3.482.34
17275RBR2 CISCO SYSTEMS INC 4.85
02/26/2029 490,000.00 02/21/20244.86%
489,828.50
489,877.50
101.97

4.25%
499,666.72
10,232.15

0.52%
9,789.22
A1/AANA3.57

3.12 14913UAJ9 CATERPILLAR FINANCIAL
SERVICES CORP 4.85 02/27/2029 1,000,000.00 03/18/20244.84% 1,000,490.00
1,000,354.54
101.98

4.25%
1,019,815.59
20,747.22

1.06%
19,461.05
A2/A
A+

3.58 3.19
89236TMF9 TOYOTA MOTOR CREDIT CORP

5.05 05/16/2029 500,000.00 05/21/20245.00%
501,040.00
500,791.29
102.43

4.35%
512,139.48
5,260.42

0.53%
11,348.19
A1/A+
A+

3.79 3.39
24422EXT1 JOHN DEERE CAPITAL CORP 4.85
06/11/2029 500,000.00 06/07/20245.04%
495,890.00
496,826.34
101.96

4.29%
509,822.15
3,368.06

0.53%
12,995.81
A1/A
A+

3.86 3.47
341081GT8 FLORIDA POWER & LIGHT CO

5.15 06/15/2029 1,000,000.00 06/13/20244.82%
1,013,864.64
1,010,640.31
102.94

4.32%
1,029,376.33
6,580.56

1.07%
18,736.02
Aa2/A+
AA3.87

3.33 437076DC3 HOME DEPOT INC 4.75
06/25/2029 950,000.00 06/17/20244.88%
944,586.45
945,778.26
101.62

4.29%
965,429.47
4,512.50

1.00%
19,651.21
A2/A
A

3.90 3.45
713448FX1 PEPSICO INC 4.5 07/17/2029 830,000.00 07/15/2024

4.53%
828,713.50
828,981.23
101.08

4.20%
838,932.54
1,452.50

0.87%
9,951.32
A1/A+
NA

3.96 3.52
30303M8S4 META PLATFORMS INC 4.3
08/15/2029 532,000.00 08/12/20244.33%
531,174.03
531,332.80
100.44

4.18%
534,331.55
10,548.38

0.55%
2,998.75
Aa3/AANA4.04

3.53 171239AL0 CHUBB INA HOLDINGS LLC 4.65
08/15/2029 505,000.00 08/12/2024

4.52%
507,853.00
507,295.12
101.29

4.30%
511,511.59
10,828.04

0.53%
4,216.47
A2/A
A

4.04 3.51

ATTACHMENT A

Page 20 of 180 ends

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

Gain/Loss
Moody's/
S&P/
Fitch
Maturity
Duration
69371RT48 PACCAR FINANCIAL CORP 4.0
09/26/2029 1,100,000.00 --4.02%
1,099,159.70
1,099,301.90

99.17 4.22%
1,090,918.00
15,277.78

1.13%
(8,383.89)
A1/A+
NA

4.16 3.73
63743HFX5

NATIONAL RURAL UTILITIES

COOPERATIVE FINANCE CORP

4.95 02/07/2030
1,000,000.00 --

4.88%
1,002,776.40
1,002,774.90
101.92

4.47%
1,019,234.45
23,925.00

1.05%
16,459.55
A2/NA
A

4.52 3.86
02665WFY2 AMERICAN HONDA FINANCE
CORP 4.8 03/05/2030 795,000.00 03/03/2025

4.82%
794,300.40
794,357.49
100.81

4.60%
801,429.94
15,476.00

0.83%
7,072.46
A3/ANA4.59

4.01 00287YDZ9 ABBVIE INC 4.875 03/15/2030 1,000,000.00 --

4.64%
1,009,826.00
1,009,464.84
102.02

4.39%
1,020,191.29
20,989.58

1.06%
10,726.45
A3/ANA4.62

3.96 571748CA8

MARSH & MCLENNAN
COMPANIES INC 4.65
03/15/2030
1,000,000.00 --

4.59%
1,002,366.00
1,002,288.79
100.86

4.44%
1,008,643.11
17,566.67

1.04%
6,354.32
A3/AA4.62

3.99 857477DB6 STATE STREET CORP 4.834
04/24/2030 1,000,000.00 --4.64%
1,008,346.00
1,008,086.31
101.59

4.46%
1,015,878.71
13,024.94

1.05%
7,792.40
Aa3/A
AA4.734.08
Total Corporate 25,802,000.00 3.98%
25,645,219.82
25,695,141.56

99.97 4.33%
25,783,610.37
271,827.10

26.68%
88,468.81

3.12 2.76

MONEY MARKET
FUND
316175884 FIDELITY IMM:TRS III 462,381.24 --

3.94%
462,381.24
462,381.24

1.00 3.94%
462,381.24

0.00 0.48%

0.00 Aaa/
AAAm
NA

0.00 0.00
Total Money
Market Fund 462,381.24 3.94%
462,381.24
462,381.24

1.00 3.94%
462,381.24

0.00 0.48%

0.00 0.00

0.00 MUNICIPAL
BONDS
13063EGT7 CALIFORNIA STATE 4.5
08/01/2029 965,000.00 10/30/20244.38%
970,085.55
969,294.79
101.45

4.10%
978,990.57
21,712.50

1.01%
9,695.78
Aa2/AAAA4.00

3.63 Total Municipal
Bonds 965,000.00 4.38%
970,085.55
969,294.79
101.45

4.10%
978,990.57
21,712.50

1.01%
9,695.78

4.00 3.63

SUPRANATIONAL
4581X0DV7

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

0.97%
1,906,229.30
1,913,741.55

97.60 4.30%
1,868,950.00
4,701.06

1.93%
(44,791.56)
Aaa/AAA
NA

0.72 0.70

ATTACHMENT A

Page 21 of 180 ends

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

Gain/Loss
Moody's/
S&P/
Fitch
Maturity
Duration
459058LN1

INTERNATIONAL BANK FOR

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

4.25%
983,720.00
985,847.08

99.55 3.99%
995,490.91
11,302.08

1.03%
9,643.83
Aaa/AAA
NA

4.21 3.80
459058LR2

INTERNATIONAL BANK FOR

RECONSTRUCTION AND
DEVELOPM 4.125 03/20/2030
1,000,000.00 03/14/2025

4.20%
996,600.00
996,849.51
100.64

3.97%
1,006,419.99
15,010.42

1.04%
9,570.48
Aaa/AAA
NA

4.64 4.13
Total
Supranational 3,915,000.00 2.65%
3,886,549.30
3,896,438.14

98.89 4.14%
3,870,860.90
31,013.56

4.01%
(25,577.25)

2.64 2.39

US TREASURY
91282CAT8 UNITED STATES TREASURY 0.25
10/31/2025 1,700,000.00 02/11/20210.42%
1,686,718.75
1,699,298.15

99.00 4.35%
1,682,916.99
1,074.05

1.74%
(16,381.16)
Aa1/AA+
AA+

0.25 0.24
91282CAZ4 UNITED STATES TREASURY 0.375
11/30/2025 1,350,000.00 03/26/20210.76%
1,325,794.92
1,348,284.23

98.69 4.40%
1,332,270.71
857.58

1.38%
(16,013.53)
Aa1/AA+
AA+

0.33 0.33
91282CCW9 UNITED STATES TREASURY 0.75
08/31/2026 480,000.00 09/17/20210.86%
477,393.75
479,429.97

96.42 4.17%
462,825.00
1,506.52

0.48%
(16,604.97)
Aa1/AA+
AA+

1.08 1.05
91282CCZ2 UNITED STATES TREASURY 0.875
09/30/2026 2,820,000.00 --1.08%
2,791,946.88
2,813,416.67

96.32 4.14%
2,716,342.98
8,292.42

2.81%
(97,073.70)
Aa1/AA+
AA+

1.17 1.13
91282CEW7 UNITED STATES TREASURY 3.25
06/30/2027 2,250,000.00 --3.12%
2,263,417.97
2,255,177.84

98.72 3.95%
2,221,259.76
6,358.70

2.30%
(33,918.08)
Aa1/AA+
AA+

1.91 1.83
91282CFB2 UNITED STATES TREASURY 2.75
07/31/2027 600,000.00 08/22/20223.12%
589,828.13
595,887.25

97.71 3.95%
586,289.06

44.84 0.61%
(9,598.18)
Aa1/AA+
AA+

2.00 1.92
91282CFH9 UNITED STATES TREASURY 3.125
08/31/2027 1,950,000.00 --3.41%
1,925,095.70
1,939,556.96

98.40 3.93%
1,918,845.71
25,501.02

1.99%
(20,711.25)
Aa1/AA+
AA+

2.08 1.97
91282CGC9 UNITED STATES TREASURY 3.875
12/31/2027 700,000.00 03/14/20233.91%
698,878.91
699,435.30

99.93 3.90%
699,535.16
2,358.70

0.72%

99.86 Aa1/AA+
AA+

2.42 2.28
91282CGH8 UNITED STATES TREASURY 3.5
01/31/2028 2,500,000.00 02/16/20234.05%
2,438,378.91
2,468,899.91

99.06 3.90%
2,476,464.85
237.77

2.56%
7,564.94
Aa1/AA+
AA+

2.50 2.37
91282CGP0 UNITED STATES TREASURY 4.0
02/29/2028 2,500,000.00 --4.07%
2,491,714.85
2,495,753.84
100.25

3.89%
2,506,347.65
41,847.83

2.59%
10,593.81
Aa1/AA+
AA+

2.58 2.39
91282CHE4 UNITED STATES TREASURY 3.625
05/31/2028 2,425,000.00 --4.03%
2,381,062.51
2,399,724.26

99.29 3.89%
2,407,854.50
14,891.22

2.49%
8,130.24
Aa1/AA+
AA+

2.84 2.65
91282CHX2 UNITED STATES TREASURY 4.375
08/31/2028 400,000.00 09/25/20234.62%
395,781.25
397,362.40
101.39

3.89%
405,546.88
7,323.37

0.42%
8,184.47
Aa1/AA+
AA+

3.08 2.81
91282CJF9 UNITED STATES TREASURY 4.875
10/31/2028 600,000.00 10/27/20234.79%
602,273.44
601,477.05
102.95

3.90%
617,695.31
7,391.98

0.64%
16,218.26
Aa1/AA+
AA+

3.25 2.95

ATTACHMENT A

Page 22 of 180 ends

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

Gain/Loss
Moody's/
S&P/
Fitch
Maturity
Duration
91282CJN2 UNITED STATES TREASURY 4.375
11/30/2028 625,000.00 12/28/20233.83%
640,234.38
635,311.59
101.46

3.90%
634,130.86
4,632.00

0.66%
(1,180.73)
Aa1/AA+
AA+

3.33 3.06
91282CJR3 UNITED STATES TREASURY 3.75
12/31/2028 2,100,000.00 --3.98%
2,078,330.08
2,085,114.44

99.51 3.90%
2,089,746.10
6,847.83

2.16%
4,631.66
Aa1/AA+
AA+

3.42 3.16
91282CJW2 UNITED STATES TREASURY 4.0
01/31/2029 1,500,000.00 02/16/20244.31%
1,479,375.00
1,485,393.48
100.30

3.91%
1,504,453.13
163.04

1.56%
19,059.64
Aa1/AA+
AA+

3.50 3.24
91282CKG5 UNITED STATES TREASURY 4.125
03/31/2029 2,300,000.00 --4.47%
2,264,699.22
2,273,903.52
100.72

3.91%
2,316,621.09
31,884.22

2.40%
42,717.57
Aa1/AA+
AA+

3.67 3.33
91282CKP5 UNITED STATES TREASURY 4.625
04/30/2029 2,150,000.00 --

4.47%
2,164,254.89
2,160,736.48
102.45

3.91%
2,202,742.19
25,129.59

2.28%
42,005.71
Aa1/AA+
AA+

3.75 3.38
91282CKX8 UNITED STATES TREASURY 4.25
06/30/2029 1,000,000.00 07/18/20244.09%
1,007,070.31
1,005,591.30
101.19

3.92%
1,011,875.00
3,695.65

1.05%
6,283.70
Aa1/AA+
AA+

3.91 3.57
91282CLK5 UNITED STATES TREASURY 3.625
08/31/2029 2,000,000.00 09/11/20243.45%
2,015,703.13
2,012,914.16

98.88 3.92%
1,977,578.12
30,339.67

2.05%
(35,336.04)
Aa1/AA+
AA+

4.08 3.70
91282CLN9 UNITED STATES TREASURY 3.5
09/30/2029 1,000,000.00 10/04/20243.76%
988,125.00
990,070.44

98.37 3.93%
983,671.88
11,762.30

1.02%
(6,398.56)
Aa1/AA+
AA+

4.17 3.79
91282CMA6 UNITED STATES TREASURY 4.125
11/30/2029 1,500,000.00 12/16/20244.25%
1,491,386.72
1,492,467.55
100.76

3.93%
1,511,367.18
10,481.56

1.56%
18,899.63
Aa1/AA+
AA+

4.33 3.91
91282CMG3 UNITED STATES TREASURY 4.25
01/31/2030 1,000,000.00 02/13/20254.41%
992,968.75
993,620.65
101.26

3.94%
1,012,578.12
115.49

1.05%
18,957.47
Aa1/AA+
AA+

4.50 4.06
91282CGQ8 UNITED STATES TREASURY 4.0
02/28/2030 1,000,000.00 04/10/20254.00%
1,000,000.00
1,000,000.00
100.27

3.93%
1,002,695.31
16,739.13

1.04%
2,695.31
Aa1/AA+
AA+

4.58 4.08
91282CGS4 UNITED STATES TREASURY 3.625
03/31/2030 1,500,000.00 --3.76%
1,491,250.00
1,491,536.98

98.61 3.95%
1,479,199.22
18,273.57

1.53%
(12,337.77)
Aa1/AA+
AA+

4.67 4.20
91282CNK3 UNITED STATES TREASURY 3.875
06/30/2030 1,200,000.00 07/09/20253.95%
1,195,875.00
1,195,924.97

99.64 3.96%
1,195,687.50
4,043.48

1.24%
(237.47)
Aa1/AA+
AA+

4.91 4.42
Total US Treasury 39,150,000.00 3.47%
38,877,558.45
39,016,289.38

99.53 3.97%
38,956,540.24
281,793.51

40.32%
(59,749.14)

2.93 2.70
Total Portfolio 97,146,172.85 3.78%
96,214,671.58
96,550,381.31

99.03 4.15%
96,625,617.56
709,879.30
100.00%
75,236.25

2.98 2.52
Total Market Value
+ Accrued 97,335,496.85

ATTACHMENT A

Page 23 of 180 ends

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

ACQUISITIONS
Purchase 07/02/2025 316175884 734.04 FIDELITY IMM:TRS III 1.000 3.94% (734.04) 0.00 (734.04) 0.00 Purchase 07/10/2025 91282CNK3 1,200,000.00 UNITED STATES TREASURY

3.875 06/30/2030 99.656 3.95% (1,195,875.00) (1,263.59) (1,197,138.59) 0.00 Purchase 07/14/2025 316175884 23,141.25 FIDELITY IMM:TRS III 1.000 3.93% (23,141.25) 0.00 (23,141.25) 0.00 Purchase 07/15/2025 316175884 37,556.33 FIDELITY IMM:TRS III 1.000 3.94% (37,556.33) 0.00 (37,556.33) 0.00 Purchase 07/15/2025 316175884 32,287.69 FIDELITY IMM:TRS III 1.000 3.94% (32,287.69) 0.00 (32,287.69) 0.00 Purchase 07/16/2025 316175884 6,750.22 FIDELITY IMM:TRS III 1.000 3.94% (6,750.22) 0.00 (6,750.22) 0.00 Purchase 07/16/2025 316175884 1,450.56 FIDELITY IMM:TRS III 1.000 3.94% (1,450.56) 0.00 (1,450.56) 0.00 Purchase 07/17/2025 316175884 18,675.00 FIDELITY IMM:TRS III 1.000 3.94% (18,675.00) 0.00 (18,675.00) 0.00 Purchase 07/18/2025 316175884 1,361.42 FIDELITY IMM:TRS III 1.000 3.93% (1,361.42) 0.00 (1,361.42) 0.00 Purchase 07/21/2025 316175884 5,351.37 FIDELITY IMM:TRS III 1.000 3.92% (5,351.37) 0.00 (5,351.37) 0.00 Purchase 07/23/2025 316175884 17,545.00 FIDELITY IMM:TRS III 1.000 3.92% (17,545.00) 0.00 (17,545.00) 0.00 Purchase 07/25/2025 316175884 1,168.60 FIDELITY IMM:TRS III 1.000 3.93% (1,168.60) 0.00 (1,168.60) 0.00 Purchase 07/25/2025 316175884 32,719.48 FIDELITY IMM:TRS III 1.000 3.93% (32,719.48) 0.00 (32,719.48) 0.00 Purchase 07/31/2025 316175884 103,250.00 FIDELITY IMM:TRS III 1.000 3.94% (103,250.00) 0.00 (103,250.00) 0.00 Total Purchase 1,481,990.96 (1,477,865.96) (1,263.59) (1,479,129.55) 0.00 TOTAL
ACQUISITIONS 1,481,990.96 (1,477,865.96) (1,263.59) (1,479,129.55) 0.00

DISPOSITIONS
Sale 07/10/2025 316175884 (262,250.09) FIDELITY IMM:TRS III 1.000 3.93% 262,250.09 0.00 262,250.09 0.00 Sale 07/10/2025 459058JL8 (945,000.00)

INTERNATIONAL BANK

FOR RECONSTRUCTION
AND DEVELOPM 0.5
10/28/2025

98.830 0.54% 933,943.50 (945.00) 934,888.50 (10,956.67) Total Sale (1,207,250.09) 1,196,193.59 (945.00) 1,197,138.59 (10,956.67) TOTAL
DISPOSITIONS (1,207,250.09) 1,196,193.59 (945.00) 1,197,138.59 (10,956.67)

ATTACHMENT A

Page 24 of 180 ends

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

TRANSACTIONS
Coupon 07/01/2025 3137FGR31 0.00 FHMS K-078 A2 3.854
06/25/2028 5.02% 4,175.17 0.00 4,175.17 0.00
Coupon 07/01/2025 3137FJKE8 0.00 FHMS K-082 A2 3.92
09/25/2028 4.74% 1,960.00 0.00 1,960.00 0.00
Coupon 07/01/2025 3137H5YC5 0.00 FHMS K-748 A2 2.26
01/25/2029 4.61% 2,825.00 0.00 2,825.00 0.00
Coupon 07/01/2025 3137FLMV3 0.00 FHMS K-090 A2 3.422
02/25/2029 4.46% 2,851.67 0.00 2,851.67 0.00
Coupon 07/01/2025 3137FRUT6 0.00 FHMS K-106 A2 2.069
01/25/2030 4.37% 1,724.17 0.00 1,724.17 0.00
Coupon 07/01/2025 3137FETN0 0.00 FHMS K-073 A2 3.35
01/25/2028 4.14% 4,187.50 0.00 4,187.50 0.00
Coupon 07/01/2025 3137FEZU7 0.00 FHMS K-076 A2 3.9
04/25/2028 4.12% 3,900.00 0.00 3,900.00 0.00
Coupon 07/01/2025 3137FCLD4 0.00 FHMS K-071 A2 3.286
11/25/2027 4.08% 5,476.67 0.00 5,476.67 0.00
Coupon 07/01/2025 3137BXQY1 0.00 FHMS K-064 A2 3.224
03/25/2027 3.23% 2,686.67 0.00 2,686.67 0.00
Coupon 07/01/2025 3137BQYS0 0.00 FHMS K-056 A2 2.525
05/25/2026 1.67% 1,162.80 0.00 1,162.80 0.00
Coupon 07/14/2025 24422EXB0 0.00 JOHN DEERE CAPITAL
CORP 4.95 07/14/2028 4.96% 23,141.25 0.00 23,141.25 0.00 Coupon 07/15/2025 47786WAD2 0.00 JDOT 2024-B A3 5.2
03/15/2029 5.81% 2,015.00 0.00 2,015.00 0.00
Coupon 07/15/2025 58770JAD6 0.00 MBALT 2024-A A3 5.32
01/18/2028 5.73% 1,064.00 0.00 1,064.00 0.00
Coupon 07/15/2025 02582JKH2 0.00 AMXCA 2024-1 A 5.23
04/16/2029 5.30% 3,138.00 0.00 3,138.00 0.00
Coupon 07/15/2025 161571HT4 0.00 CHAIT 2023-1 A 5.16
09/15/2028 5.23% 4,149.50 0.00 4,149.50 0.00
Coupon 07/15/2025 47800DAD6 0.00 JDOT 2025 A3 4.23
09/17/2029 5.09% 1,621.50 0.00 1,621.50 0.00

ATTACHMENT A

Page 25 of 180 ends

Brea City CouncilAugust 19, 2025

Brea City Council
August 19, 2025