Brea City Council
December 16, 2025

2523/015679-0027
22996325.1 a11/06/25

KRAEMER ACQUISITIONS PARTNERS OWNER LLC,
a Delaware limited liability company
By: Kraemer Acquisitions Partners LLC,
a Delaware limited liability company,
its sold member
By: Hines Kraemer Acquisitions Partners LLC,
a Delaware limited liability company,
its managing member
By: Hines Kraemer Associates LP,
a Texas limited partnership,
its sole member
By: Hines Investment Management Holdings Limited Partnership a Texas limited partnership,
its general partner
By:

Name: Jim Bonham
Title: Senior Managing Director
Docusign Envelope ID: 2342D47B-08FF-4BD0-BED4-77E78804328C 1 3194200.10

RECORDING REQUESTED BY, AND
WHEN RECORDED MAIL TO:

CITY OF BREA
1 CIVIC CENTER CIRCLE
BREA, CALIFORNIA 92821
ATTN: CITY CLERK
SPACE ABOVE THIS LINE FOR RECORDER’S USE
EXEMPT FROM RECORDING FEE PER GOVERNMENT CODE SECTION 6103

ECONOMIC DEVELOPMENT AGREEMENT
concerning 200 & 250 S. Kraemer Boulevard, Brea California (APN 320- 221-24) and imposing restrictions on the conveyance thereof (Government Code § 27281.5)
between

THE CITY OF BREA,
a California Municipal Corporation
&

DWIGHT MANLEY,
as Trustee of the DVQ REVOCABLE TRUST
THIS ECONOMIC DEVELOPMENT AGREEMENT (“Agreement”), is dated December 16, 2025 for reference purposes, and is entered into by and between the CITY OF BREA, a California municipal Corporation (“City”) and DWIGHT MANLEY (“Trustee”), an individual in his capacity as Trustee of the DVQ REVOCABLE TRUST (“Owner”). City and Owner may be referred to herein each individually as a “Party” and collectively as “Parties.” 2 3194200.10

RECITALS
A. Pursuant to Brea City Code Section 17.01.30, City may grant economic incentives, including reimbursement of sales taxes and use taxes, for certain types of private development projects that provide a significant and specific public benefit.

B. Pursuant to Brea City Code Section 17.01.040, City may grant economic incentives to retail warehouse stores that are more than 125,000 square feet in size, located on at least 10 acres, projected to generate at least $175,000,000 per year in taxable retail sales, and projected to employ at least 50 persons in full-time positions.

C. Costco Wholesale Corporation, a Washington publicly-traded corporation (“Costco”), is in the business of operating membership-only big-box warehouse retail stores, and is considering leasing real property being purchased by Owner and generally located at 200 & 250 S. Kraemer Boulevard in the City of Brea, also known by Assessor Parcel Number 320-221- 24 and more particularly described in Exhibit A to this Agreement (the “Property”), for the purpose of establishing and operating a new Costco warehouse store that meets the eligibility requirements for an economic incentive from City. For the purposes of this Agreement, the defined term Costco includes Costco’s successors and assigns that may own or operate a warehouse store on the Property during the Operating Term.

D. The establishment and operation of a Costco warehouse store on the Property will contribute to the ongoing economic vitality of City, provide additional job opportunities, expand City’s tax base, and otherwise improve economic and physical conditions in Brea.

E. In order to induce Owner to lease the Property to Costco to establish and operate a warehouse store on the Property, City is willing to provide financial assistance to Owner in which City’s obligations for any particular fiscal year are contingent upon: (i) Costco operating a warehouse store on the Property during all of such fiscal year; (ii) Costco generating sales and use taxes from operations on the Property during all of such fiscal year; and (iii) City’s actual receipt of such sales and use taxes generated by such operations.

F. In order to secure Owner’s continued leasing of the Property to Costco, the contingent financial assistance provided by City and obligations of Owner under this Agreement shall run with the land and not be separately transferable from Owner’s interest in the Property.

AGREEMENT
In consideration of the promises set forth in this agreement, the Parties agree as follows.

ARTICLE 1. DEFINITIONS
The following terms as used in this Agreement shall have the meanings given unless expressly provided to the contrary:

1.1 “Effective Date”: The date this Agreement is recorded with the County of Orange. 3 3194200.10

1.2 “Fiscal Year”: City’s fiscal year, which commences July 1 and ends on June 30 of the following calendar year.

1.3 “Operating Term”: Fifty years, commencing on the date that Costco receives a Certificate of Occupancy for its warehouse store on the Property.

1.4 “Penalty Assessments”: penalties, assessments, collection costs, and other costs, fees or charges resulting from late or delinquent payment of Sales and Use Taxes.

1.5 “Sales and Use Taxes”: taxes that both: (i) are derived from Costco’s business conducted on the Property (including all sales tax generated by the sale of retail goods and motor vehicle fuel); and (ii) are allocated to and actually received by City pursuant to the BradleyBurns Uniform Local Sales and Use Tax Law (Revenue and Taxation Code Section 7200 et seq.). Sales and Use Taxes shall not include: Penalty Assessments; taxes levied by, collected for or allocated to the State of California, the County of Orange, any district or other entity; or any funds paid, granted or allocated to City by the State of California (including allocations of motor vehicle fuel tax revenues pursuant to California Constitution Article XIX), the County of Orange, any district or other entity, notwithstanding that such funds received by City are derived or measured by such other entity based upon taxable sales. Sales and Use Taxes also shall not include: (i) any portion of taxes received by City from any of Costco’s operations on the Property that City may be required to pay, transfer, assign, or allocate to any other entity or entities by virtue of any law, or by virtue of any contract entered into between City and any other governmental agency under Government Code Section 53084; (ii) the State Board of Equalization’s administrative and processing fee attributable to City’s portion of such taxes (calculated at the same percentage of such taxes as applies city-wide); and (iii) any sales tax “over-rides” for transportation and public safety. Sales and Use Taxes shall not be considered to have been received by City until City is able to confirm receipt of such taxes from the State Board of Equalization.

ARTICLE 2. TERM
This Agreement shall begin on the Effective Date and shall expire at the end of the Operating Term unless sooner terminated as provided below. At least three years prior to the expiration of the Operating Term, if Costco has extended or intends to extend its lease on the Property, Owner and City shall reasonably cooperate and use commercially best efforts to extend the Operating Term or enter into a new, similar contract.

ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF OWNER
Owner makes the following representations and warranties as of the Effective Date:

3.1 Status. Owner is duly organized, validly existing, and is qualified to do business and is in good standing in the State of California with full power and authority to perform the obligations contemplated by this Agreement.

3.2 Corporate Authority. Each person executing this Agreement on behalf of Owner warrants that he or she is duly authorized to execute this Agreement on Owner’s behalf of and that by his or her execution, Owner is formally bound to this Agreement. Owner shall provide 4 3194200.10
City written proof that each person executing this Agreement on Owner’s behalf is duly authorized to bind Owner.

3.3 Legal Compliance. Owner has complied, or prior to the Operating Term will have complied, with all governmental requirements concerning its organization, existence, and transaction of business with respect to the Property. Owner has the right and power to own and operate its business as contemplated in this Agreement.

3.4 Enforceability. Owner has full right, power, and authority to execute and deliver this Agreement, and to perform the undertakings of Owner contained in this Agreement. This Agreement constitutes a valid and binding obligation of Owner, which is legally enforceable in accordance with its terms, subject to the application and effect of all governmental requirements including the laws of bankruptcy, creditor’s rights exceptions, and equity.

3.5 Interest of Owner. Owner warrants and represents that: (i) as of the Effective Date it is in escrow to purchase the Property; (ii) it will use commercially best efforts to close escrow on the purchase of the Property and to lease the Property to Costco in accordance with this Agreement.

3.6 No Litigation. There is no litigation or other proceeding pending or threatened against Owner or the Property that may adversely affect the enforceability of this Agreement or the operation of Costco’s business at the Property.

3.7 No Breach. None of the undertakings of Owner contained in this Agreement violates any applicable governmental requirements, or conflicts with or constitutes a breach or default under any contract by which Owner or the Property is bound.

3.8 Proceedings. To the best of Owner’s knowledge, Owner is not in violation of any law, or of any order of any court or governmental agency the effect of which would prohibit Owner from performing its obligations under this Agreement.

3.9 Financial Information Accuracy. To the best of Owner’s knowledge, all documents, reports, instruments, papers, data, information and forms of evidence delivered to City by Owner with respect to this Agreement (including information relating to Owner, Costco, or the Property) are accurate and correct in all material respects, are materially complete insofar as completeness may be necessary to give City true and accurate knowledge of the subject matter thereof, and do not contain any material misrepresentation or omission by Owner or any other person or entity. City may rely on such reports, documents, instruments, papers, data, information, and forms of evidence without any investigation or inquiry. No material adverse change in such financial condition has occurred as of the Effective Date from that disclosed in such financial information.

3.10 Taxes. To the best of Owner’s knowledge, Owner has filed all federal, state, county and municipal tax returns required to have been filed by Owner, and has paid all taxes which have become due pursuant to such returns.

3.11 Warranties Against Payment of Consideration for Agreement. Owner represents and warrants that Owner has not employed or retained any person to solicit or secure this 5 3194200.10
Agreement for a commission, percentage, brokerage, or contingent fee. Owner further represents and warrants that no gratuities, in the form of entertainment, gifts or otherwise have been or will be given by Owner or any of its agents, employees, or representatives to any elected or appointed official or employee of City in an attempt to secure this Agreement or favorable terms or conditions for this Agreement. Breach of the representations or warranties of this Section 3.11 shall automatically terminate this Agreement, without further notice to or action by either Party, and Owner shall immediately refund any reimbursements made pursuant to ARTICLE 6 within 10 days of demand by City.

3.12 Default. If any material warranty, representation, or statement made or furnished by Owner to City is false or proved to have been false in any material respect when it was made, then Owner shall be in default under this Agreement.

ARTICLE 4. BINDING EFFECT; ASSIGNMENT

4.1 Obligations Running with the Land. The obligations established in this Agreement attach to and run with the Property, and shall be binding on Owner and any of Owner’s successors–in-interest to the Property or any part thereof for the benefit and in favor of City and City’s successors and assigns, as the case or context may require.

4.2 Assignment. Owner shall not assign its rights or obligations under this Agreement without the prior written consent of City, which consent shall be within City’s sole discretion; provided, however, City will not unreasonably withhold, condition or delay its consent to an assignment if (i) the assignment results in merely a change in the form of ownership of Owner, including any assignment is to an entity that is affiliated with, wholly owned, or otherwise controlled by Owner, or (ii) the assignment is made in conjunction with a sale of all of the Property and the buyer agrees in writing to fulfill Owner’s obligations under the Agreement.

Notwithstanding the foregoing, Owner, without the consent of City, may assign all or a portion of its rights under this Agreement, including all or a portion of the Sales and Use Taxes payable to Owner hereunder, to (i) its lender(s) as collateral for any loan extended to Owner with respect to the Project, and (ii) its lender(s) in connection with any foreclosure action instituted against all or any portion of the Property or a deed-in-lieu of foreclosure granted by Owner, and such lenders may subsequently assign such rights to any purchaser of all or any portion of the Property from such lender so long as such subsequent purchaser agrees to assume the obligations of Owner under this Agreement that are related to the portion of the Property acquired by such purchaser. Following any assignment permitted under this Section, such assignee shall be deemed to be the “Owner” hereunder for all purposes related to the rights or obligations assigned to such assignee.

4.3 Estoppels. At Owner’s request, City (through the City Manager) shall provide a written estoppel letter to Owner’s lender(s) confirming the continuing effectiveness of this Agreement, that, to the knowledge of City, Owner is not in default of this Agreement, and such other statements as Owner or Owner’s lender(s) may reasonably request with respect to this Agreement and items contemplated herein.
6 3194200.10
ARTICLE 5. OBLIGATIONS OF OWNER

5.1 Costco Lease. On or before December 31, 2026, Owner shall lease the Property to Costco for purpose of establishing and operating a warehouse store thereon. In the event Owner does not execute such a lease agreement (“Lease”) with Costco by such deadline, this Agreement shall automatically terminate. Owner shall provide City with a copy of a recorded memorandum of the Lease no later than 10 days of the Lease’s execution.

5.2 Development for the Property. Owner shall take all commercially reasonable steps to facilitate: (i) Costco’s development of a warehouse store on the Property; and (ii) Costco’s continuous operation of a warehouse store on the Property for the term of the Lease or this Agreement, whichever is longer; and (iii) Costco’s cooperation with City to fulfill the purposes and performance of this Agreement. In the event Costco permanently ceases to operate on the Property prior to the expiration of the Operating Term, this Agreement shall automatically terminate.

5.3 Local, State and Federal Laws. Owner shall carry out the operation of its business in conformity with applicable laws.

5.4 Anti-discrimination. Owner shall not discriminate against any employee or applicant for employment because of age, sex, marital status, race, handicap, color, religion, creed, ancestry, or national origin or any other basis prohibited by law.

5.5 Sales and Use Tax Reports. Owner shall provide or cause to be provided to City true and correct copies of all reports filed with the State Board of Equalization by Costco within 10 days after filing every such report, in order to allow City to preliminarily determine the amount of Sales and Use Taxes paid by Costco on account of sales from the Property; provided, however, that City shall not be deemed to have received any Sales and Use Taxes until City’s actual receipt thereof.

5.6 Other Government Reports. Owner shall provide or cause to be provided to City such information and reports that City is required by law to publish or provide to any other governmental agency, including all information described in Revenue and Taxation Code Section 7213 and paragraphs (a) and (d) of Government Code Section 53083. Owner expressly acknowledges and agrees that its failure to provide or reasonably cooperate in the production of such information in a timely manner shall be a material breach of Owner’s obligations under this Agreement.

5.7 Labor Code. Owner expressly acknowledges that it is aware that Costco’s development of a warehouse retail store on the Property may constitute a public works project under Labor Code Section 1771, thereby requiring payment of prevailing wages. Owner shall provide Costco written notice of the same prior to leasing the Property to Costco or 30 days after the Effective Date, whichever is sooner, and shall concurrently provide City a copy of such notice.
7 3194200.10
ARTICLE 6. FINANCIAL ASSISTANCE

6.1 Quarterly Reimbursements. Within 15 days after City confirms its quarterly receipt of Sales and Use Taxes paid by Costco on account of sales within City’s jurisdiction during the Operating Term, City shall provide on a fiscal year quarterly basis financial assistance to Owner, in the form of a Sales and Use Tax reimbursement, in an amount equal to a percentage of such Sales and Use Tax receipts in accordance with following schedule:

Year of the Operating Term Percentage of Sales and Use Taxes subject to Reimbursement
1-2 100
3-4 95
5-7 90
8-10 85
11-13 80
14-16 75
17-18 70
19-21 65
22-25 60
26-29 55
30-40 50
41-50 40
The foregoing schedule is based on the City’s sales tax rate of 7.75% as of the Effective Date. Should the City’s sales tax rate increase during the Operating Term, as to the Sales and Uses Tax receipts generated by the portion of the rate above 7.75%, City shall provide Owner a Sales and Use Tax reimbursement in an amount equal to 40% of such receipts.

Upon the expiration of the Operating Term or the earlier termination of this Agreement, City shall have no further obligation under this Agreement to provide a Sales and Uses Tax reimbursement to Owner. Notwithstanding the foregoing, for each year City provides Owner with a reimbursement of Sales and Use Taxes, City shall allocate to its Community Services Department 5% of the amount that is otherwise owed to Owner (“Community Benefit Contribution”). City shall appropriate the Community Benefit Contribution solely for the purpose of funding events, programs, and services at the Brea Senior Center (located at 500 S.

Sievers Ave.) or at any additional or replacement City-owned facility subsequently established to serve City’s senior citizen residents. The Community Benefit Contribution shall not be used for City administrative costs or overhead, but rather directly for events, programs and services.

6.2 Annual Adjustment. Promptly after each fiscal year of City that includes a portion of the Operating Term, City shall determine with respect to the preceding fiscal year, both the aggregate amount of Sales and Use Taxes received by City and the aggregate amount of quarterly reimbursements made to Owner pursuant to Section 6.1. If for any reason (including reporting errors or other adjustments) the aggregate amount of the quarterly payments made by City pursuant to Section 6.1 for the preceding fiscal year is less than the actual Sales and Use 8 3194200.10
Taxes generated during that same fiscal year, City shall pay to Owner an adjustment payment equal to the amount of the deficiency. If for any reason (including reporting errors or other adjustments) the aggregate amount of the quarterly payments made by City pursuant to Section 6.1 for the preceding fiscal year is more than the actual Sales and Use Taxes generated during that same fiscal year, then the amount of the excess shall be applied towards the next quarterly payment due under Section 6.1; except that if any unapplied excess remains after the Operating Term, then Owner shall pay the amount of the unapplied excess promptly to City upon demand.

6.3 Disputes. In the event of any dispute regarding the amounts payable under this Article, the Parties shall promptly meet and confer in good faith to attempt to resolve the dispute.

ARTICLE 7. INDEMNIFICATION

7.1 To the maximum extent permitted by law, Owner shall defend, indemnify, and hold City and its elected officials, officers, contractors serving as City officials, agents, and employees (“Indemnitees”) harmless from liability for damage and/or claims for damage for personal injuries, including death, and claims for property damage, and with respect to all other actions and liabilities for damages arising from use of the Property, including development and operation of Costco’s retail warehouse store, except for such loss or damage arising from the sole negligence or willful misconduct of City. This indemnity provision applies to all damages and claims for damage regardless of whether or not City prepared, supplied, or approved the plans, specifications, or other documents for the Property, including any associated public or private improvements.

7.2 Without limiting the generality of Section 7.1, Owner shall also defend, indemnify, and hold the Indemnitees harmless from and against any and all claims, liabilities, losses, damages, costs, and expenses arising from or related to any claims that Costco or Costco’s contractors are required to pay prevailing wages pursuant to Labor Code Section 1720 et seq., in connection with the development of Costco’s retail warehouse store on the Property.

7.3 Without limiting the generality of Section 7.1, in the event of any third party legal action challenging the validity, applicability, or interpretation of any provision of this Agreement, Owner shall also indemnify, defend, and hold harmless the Indemnitees with respect to all liability, costs, and expenses incurred by, and/or awarded against, City or any of the Indemnitees in relation to such action.

7.4 In the event of any litigation challenging its effectiveness, this Agreement shall remain in full force and effect while such litigation, including any appellate review, is pending, unless otherwise ordered by the court. Absent issuance of an injunction, Owner may elect to lease the Property to Costco pending completion of the litigation but it shall do so at its sole risk, and City shall not be liable for any loss suffered as a result thereof.

7.5 With respect to any legal action or claim falling within Owner’s defense, indemnity, and hold harmless obligations under this Article, City shall have the right to select counsel of its choice and the Parties shall cooperate in the defense. Owner shall enter into a joint defense and indemnity agreement, in a form approved by the City Attorney, and shall provide, 9 3194200.10
and maintain for the duration of such action or claim, a cash deposit to City in an amount determined by the City Attorney to be reasonably necessary to cover City’s actual, reasonable legal fees, costs, and expenses. Owner shall not be entitled to a refund of funds expended from the deposit regardless of the outcome of the action or claim. City shall refund to Owner any unexpended funds from the deposit within 30 days of any final disposition or full and complete settlement of the action or claim.

7.6 With respect to any legal action or claim falling within Owner’s defense, indemnity, and hold harmless obligations under this Article, Owner shall reimburse Indemnitees, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Owner’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Owner or Indemnitees.

7.7 This Article shall survive this the expiration or earlier termination of this Agreement.

ARTICLE 8. DEFAULT; TERMINATION
If either Party breaches any material obligation under this Agreement and fails to cure the breach within 30 days after receiving notice of the breach from the other Party (unless the breach cannot be cured within thirty days, in which event the cure period shall be extended so long as the Party commences the cure within the 30-day period and thereafter diligently pursues the cure to completion), the breaching Party shall be in default and the non-breaching Party may terminate this Agreement, in addition to all other remedies available at law or in equity.

ARTICLE 9. GENERAL PROVISIONS

9.1 Construction. The Parties acknowledge that each Party has been advised to have this Agreement reviewed by counsel, and agree that each Party and its counsel (and/or such other business and financial advisers as each Party desires) have reviewed and revised this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not apply in the interpretation of this Agreement or any amendments or exhibits hereto.

9.2 Entire Agreement. This Agreement contains the entire contract of the Parties with respect to its subject matter, and supersedes all prior negotiations, understandings, or contracts.

This Agreement may only be modified by a writing signed by both parties.

9.3 Severability. The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement.

9.4 Exhibits. All Exhibits expressly referenced in this Agreement are incorporated into and made part of this Agreement by reference. In the event of any material discrepancy between the other express provisions of this Agreement and the provisions of any Exhibit, the other provisions of this Agreement shall prevail.

9.5 Recitals. The Recitals set forth above are true and correct and are incorporated into this Agreement, in their entirety, by this reference. 10 3194200.10

9.6 No Waiver. Failure to insist on any one occasion upon strict compliance with any of the terms, covenants or conditions of this Agreement shall not be deemed a waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any rights or powers under this Agreement at any one time or more times be deemed a waiver or relinquishment of such right or power at any other time or times.

9.7 No Third Party Beneficiaries. The performance of the Parties’ respective obligations under this Agreement is not intended to benefit any person other than City and Owner, except as may be expressly provided otherwise in this Agreement. No person not a signatory to this Agreement shall have any rights or causes of action against any Party to this Agreement as a result of that Party’s performance or non-performance under this Agreement, except as otherwise expressly provided in this Agreement.

9.8 Notices, Demands and Communications Between the Parties. Notices, demands and communications between City and Owner shall be deemed sufficiently given if (i) delivered personally, (ii) dispatched by registered or certified mail, postage prepaid, return receipt requested, or (iii) sent by nationally-recognized reputable overnight delivery service to the principal offices of City and Owner as set forth below (or to such other address as a Party may from time to time designate by notice in accordance with this Section), and shall be deemed received upon delivery or refusal of delivery, if delivered personally, within three business days after deposit of same in the United States mail, if mailed, or one business day after deposit of same with a nationally recognized reputable overnight delivery service if sent by such a delivery service.

To Owner DVQ Revocable Trust
565 W. Lambert Road, Suite F
Bream CA 92821
With a copy to: Rutan & Tucker, LLP
18575 Jamboree Road, 9th Floor Irvine, CA 92612
Attn: Alan Fenstermacher
To City: City of Brea
1 Civic Center Circle
Brea, CA 92821
Attn: City Manager
With a copy to: Richards, Watson & Gershon
1 Civic Center Circle
P.O. Box 1059
Brea, CA 92822-1059
Attn: Brea City Attorney

9.9 Conflicts of Interest; Prohibited Interests. Owner warrants and maintains that, as of the Effective Date, it has no knowledge that any officer or employee of City has any interest, whether contractual, noncontractual, financial, proprietary, or otherwise, in this transaction or in 11 3194200.10
the business of Owner. If any information regarding an officer of employee of City having an interest in this transaction or in the business of Owner as of the Effective Date comes to the knowledge of Owner at any time during the Operating Term, Owner shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited “conflict of interest” under applicable laws. If City subsequently is provided information that Owner had knowledge but failed to disclose knowledge of any such interest, and Owner fails to acknowledge such interest within 14 days of notification by City, Owner’s failure shall constitute a breach of this Agreement.

9.10 Warranty Against Payment of Consideration for Agreement. Owner warrants that it has not paid or given, and will not pay or give, to any third person, any money or other consideration for obtaining this Agreement, other than normal costs of conducting business and costs of professional services such as attorneys.

9.11 Release of City Officials. No official, agent, employee, or attorney of City shall be personally liable to Owner, or any successor in interest of Owner, in the event of any default or breach by City or for any amount that may become due to Owner or its successors, or on any obligations under the terms of this Agreement. Owner waives and releases any claim it may have personally against the members, officials, agents, employees, consultants, or attorneys of City with respect to any default or breach by City or for any amount that may become due to Owner or its successors, or on any obligations under the terms of this Agreement. Owner makes such release with fill knowledge of Civil Code Section 1542, and waives any and all rights thereunder to the extent of this release, if such Section 1542 is applicable. California Civil Code Section 1542 provides as follows:
“A general release does not extend to claims which the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

9.12 City Not Liable For Damages. It is acknowledged by the Parties that City would not have entered into this Agreement if it could be held liable in damages under or with respect to this Agreement. Consequently, and except for the payment of attorneys’ fees in accordance with this Agreement or specific performance of its obligations under Section 6.1 of this Agreement, City shall not be liable in damages to Owner, or to any assignee, transferee, or any other person, and Owner covenants on behalf of itself and its successors in interest not to sue for or claim any damages: (i) for any breach of this Agreement; (ii) for the taking, impairment or restriction of any right or interest conveyed or provided hereunder or pursuant hereto; (iii) arising out of or connected with any dispute, controversy, or issue regarding the application or interpretation or effect of the provisions of this Agreement; or (iv) for any injury to or interference with the rights of Owner, allegedly or actually arising out of, or incurred in connection with, the parties entering this Agreement, or their exercise of any rights under this Agreement.

9.13 Venue. In the event of any litigation hereunder, all such actions shall be instituted in a court of competent jurisdiction located in the County of Orange, State of California. 12 3194200.10

9.14 Applicable Law. The laws of’ the State of California shall govern the interpretation and enforcement of this Agreement.

9.15 No Joint Venture. Nothing contained herein shall be construed to render City in any way or for any purpose a partner, joint venture, or associated in any relationship with Owner, Costco, or any other person or entity; nor shall this Agreement be construed to authorize either Party to act as agent for the other.

9.16 Records. The City or any representative or designee thereof may at any time during normal business hours, upon reasonable prior notice, examine the books and records of Owner or any officer, employee, agent, contractor, affiliate, related person, assignee or franchisee, to the extent that such books and records relate, directly or indirectly, to the determination of Sales and Use Taxes generated from the Property. Owner shall keep the originals or true and correct copies, at Owner’s principal place of business; provided that if such location is not located in Orange County, California, then Owner shall keep additional copies of such records in a location reasonably approved by City.

9.17 Waiver. The waiver by City or Owner of any breach by the other Party of any provision shall not be deemed to be a waiver of such provision or any subsequent breach of the same or any other provision. Either Party’s acceptance of any performance by the other Party after the due date of such performance shall not be deemed to be a waiver by either Party of any preceding breach by the other Party of any provision of this Agreement, regardless of such Party’s knowledge of such preceding breach at the time of acceptance of such performance.

9.18 Execution in Counterparts. This Agreement may be executed in counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument.

9.19 Severability. Each and every provision of this Agreement is, and shall be construed to be, a separate and independent covenant and agreement. If any term or provision of this Agreement or the application thereof shall to any extent be held to be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to circumstances other than those to which it is invalid or unenforceable, shall not be affected hereby, and each term and provision of this Agreement shall be valid and shall be enforced to the extent permitted by law.

Exhibit A
3194200.10

EXHIBIT A
Property Legal Description

ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:

PARCEL B: APN: 320-221-24
LOT 1 OF TRACT NO. 10129, IN THE CITY OF BREA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP THEREOF RECORDED IN BOOK 422, PAGES 8 THROUGH 12, INCLUSIVE OF MISCELLANEOUS MAPS, RECORDS OF SAID ORANGE COUNTY, CALIFORNIA.

EXCEPTING THEREFROM ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES,

MINERALS AND WATER, IN, UNDER OR THAT MAY BE PRODUCED FROM SAID REAL

PROPERTY, WITH THE FREE, PERPETUAL AND EXCLUSIVE RIGHT TO EXPLORE, PROSPECT

FOR, DRILL FOR, PRODUCE, TAKE AND REMOVE THE SAME FROM ONLY THAT PORTION OF SAID REAL PROPERTY WHICH UNDERLIES A PLANE PARALLEL TO AND 100 FEET BELOW THE SURFACE THEREOF, WHICH PORTION IS HEREINAFTER REFERRED TO AS “SUBSURFACE LAND”, AS RESERVED BY UNION OIL COMPANY OF CALIFORNIA, A CORPORATION, IN DEED RECORDED FEBRUARY 20, 1964 AS INSTRUMENT NO. 16522, IN BOOK 6932, PAGE 548 OF OFFICIAL RECORDS, AND OTHER DEEDS OF RECORD.

NOTE: THE RIGHT OF SURFACE ENTRY WAS RELINQUISHED BY AN INSTRUMENT RECORDED JANUARY 11, 1978 AS INSTRUMENT NO. 14644, IN BOOK 12526, PAGE 1999 OF OFFICIAL RECORDS.

BREA CITY COUNCIL

PUBLIC HEARING NOTICE
NOTICE IS HEREBY GIVEN pursuant to Section 53083 of the Government Code that the Brea City Council will conduct a public hearing in the Council Chambers of the Brea Civic & Cultural Center, 1 Civic Center Circle, Brea, California, on Tuesday, December 16, 2025 at 7:00 p.m., or as soon thereafter as the matter can be heard, for the purpose of considering adoption of the following:

An Economic Development Agreement between THE CITY OF BREA and Dwight Manley, as Trustee of the DVQ REVOCABLE TRUST, concerning an economic development subsidy for establishment and operation of a warehouse retail store on real property located at 200 & 250 S. Kraemer Boulevard in the City of Brea (APNs 320-221-24 and 320-221-25).

Pursuant to Section 53083(d) of the Government Code, further information about the economic development subsidy is available on the City’s website at www.cityofbrea.gov.

The project has been assessed in accordance with the California Environmental Quality Act (CEQA) Guidelines and the environmental regulations of the City. The proposed ordinance is exempt from the requirements of CEQA pursuant to Section 15061(b)(3) of the CEQA Guidelines.

ALL INTERESTED PERSONS are invited to attend said hearing and express opinions on the matters outlined above. Further information may be obtained by calling the Economic Development Division at (714) 990-7788 or by emailing [email protected].

SAID MEETING will be held in the Council Chambers, Plaza Level, of the Brea Civic & Cultural Center located at 1 Civic Center Circle, Brea, California.

If you challenge this matter in court, you may be limited to raising only those issues you or someone else raised at the public hearing described in this Notice, or in written correspondence, delivered to the Office of the City Clerk at, or prior to, the public hearing.

Dated: November 25, 2025
Victoria Popescu, City Clerk
CITYof  BREA
City Council Regular Meeting
Communication
December 16, 2025
Item No. 5A.

December 2, 2025 Regular City Council Meeting Minutes

TO PREPARED BY
Honorable Mayor and City Council Members Christina Dizol, Deputy City Clerk

DEPARTMENT HEAD APPROVAL CITY MANAGER APPROVAL
Kristin Griffith, City Manager Kristin Griffith, City Manager

RECOMMENDATION
Approve.

Attachments
12-02-2025 - Draft Minutes.pdf
** The following document is a draft of the minutes and the not the official approved minutes **
Minutes for the City Council Regular Meeting
1 Civic Center Circle, Brea, California 92821
December 2, 2025
Roll Call: (The following members were in attendance)
Blair Stewart, Mayor
Cecilia Hupp, Mayor Pro Tem
Christine Marick, Council Member
Marty Simonoff, Council Member
Steve Vargas, Council Member

1. CLOSED SESSION - EXECUTIVE CONFERENCE ROOM 3RD FLOOR - 5:30 P.M.

1.A. Call to Order/Roll Call
Mayor Stewart called the Closed Session to order at 5:30 p.m. All members were present.

1.B. Public Comment
None.

1.C. Conference with Legal Counsel Pursuant to Government Code Section 54956.9(d)(4) - Anticipated Litigation. Initiation of Litigation: 2 potential cases.

Mayor Stewart adjourned the Closed Session at 6:17 p.m.

2. STUDY SESSION - EXECUTIVE CONFERENCE ROOM 3RD FLOOR - 6:00 P.M.

2.A. Call to Order/Roll Call
Mayor Stewart called the Study Session to order at 6:18 p.m. All members were present, with Council Member Marick absent.

2.B. Public Comment
None.

2.C. Clarify Regular Meeting Topics
None.

2.D. 2025 Legislative Recap & 2026 Brea Legislative Platform Communications and Marketing Manager Pharis introduced the item.

Townsend Public Affairs (TPA) Deputy Director Carlin Shelby provided a presentation and review of the 2025 Legislative Session which included an overview on introduced and passed Bills, updated State Budget, and major State and Federal issues. She also spoke about E-Bike Safety Reform Legislation, Wildfire Resiliency Legislation, and SB 79 Transit-Oriented Development Upzoning.

Assistant City Manager/Community Development Director Killebrew and TPA Deputy Director Carlin Shelby responded to questions about SB 79 - Transit-Oriented Development.

TPA Deputy Director Carlin Shelby spoke regarding SB 707-Brown Act Modernization Act, Federal Government shutdown impacts, FY26 Appropriations progress, and strategic engagement.

Communications and Marketing Manager Pharis introduced the 2026 Brea Legislative Platform and Earmark Vetting Chart.

TPA Chief Executive Officer Cori Takkinen and Deputy Director Carlin Shelby provided an overview of the Federal Earmark process, requests, and recommended projects.

City Council discussed the Backup Dispatch Center Modernization and EOC Modernization/Backup dispatch project, Naloxone/opioid prevention liability, and Mobile Command Post Grant.

Communications and Marketing Manager Pharis provided a presentation on the 2026 State and Federal Legislative Platform and reviewed the proposed changes to City Governance and Finance, Economic Development, Public Safety and First Responders, and Parks, Recreation, Cultural Arts and Community Services.

Communications and Marketing Manager Pharis indicated staff will bring back the item to a future meeting for approval.

Police Chief Hawley responded to questions about the retention period for fingerprint data.

2.E. Appointment to the Distinguished Brea Athletes Selection Committee Deputy Director of Community Services Matlock provided an update on the Distinguished Brea Athletes program and stated a nomination has been received. He requested Mayor Stewart appoint a Council Member to the Brea Selection Committee.

Council Member Simonoff nominated Mayor Pro Tem Hupp to serve on the Selection Committee.

Council gave consensus on the recommendation.

2.F. Council Member Reports/Requests
None.

2.G. Study Session Adjournment
Mayor Stewart adjourned the Study Session at 6:52 p.m.

3. GENERAL SESSION - COUNCIL CHAMBERS PLAZA LEVEL - 7:00 P.M.

3.A. Call to Order/Roll Call
Mayor Stewart called the General Session to order at 7:03 p.m. All members were present, with Council Member Marick absent.

3.B. Pledge of Allegiance: Boy Scout Troop 707
Boy Scout Troop 707 led the Pledge of Allegiance.

3.C. Invocation: Pastor Dave Tebay, Calvary Community Church Pastor Dave Tebay, Calvary Community Church, led the Invocation.

3.D. Report - Prior Study Session
City Manager Griffith provided a report on the prior Study Session.

3.E. Community Announcements
Council Member Vargas announced opportunities to help Brea families in need such as Adopt-aSenior, Angel Tree, Wish Tree, Spark of Love Toy Drive, and donating to BCEC. He stated additional information can be found on the City website.

Mayor Pro Tem Hupp invited residents to attend the annual Tree Lighting Ceremony on December 4 at 6:00 p.m. She indicated that there will be live music, entertainment, an opportunity to take photos with Santa, refreshments and free admission.

Council Member Simonoff invited the community to watch a holiday movie under the stars on December 12 at City Hall Park. He announced that 'The Santa Clause' will be shown at 7:00 p.m. and indicated that The Sheila Buonauro Realty Team will be serving refreshments. For more information, please call (714) 990-7771.

3.F. Matters from the Audience
Bonnie Pomush, CEO of Working Wardrobes, announced a new location coming to Brea and spoke regarding the program's mission, career programs, and ways to support the organization.

Keith Fullington requested additional music events in the Downtown area, expressed traffic concerns on Lambert Road, and thanked the Council for their work.

William Tai spoke in support of creating a committee for autonomous vehicles and rideshare services.

3.G. Response to Public Inquiries
None.

4. COUNCIL/AGENCY/AUTHORITY/CORPORATION REORGANIZATION

4.A. Presentation to Outgoing Mayor
Mayor Pro Tem Hupp spoke about Mayor Stewart's accomplishments over the past year, thanked him for his service, and invited elected officials to present.

Senator Bob Archuleta spoke about the City of Brea and presented Mayor Stewart with a Certificate of Recognition and Appreciation by the State of California.

Stephanie Edmonds, on behalf of Congresswoman Young Kim, presented Mayor Stewart with a Certificate of Recognition.

Newton Viengkhou, on behalf of Assembly Member Phillip Chen, presented Mayor Stewart with a Certificate of Recognition.

Fourth District Supervisor Doug Chaffee spoke about the City of Brea and presented Mayor Stewart with a Certificate of Recognition by the County of Orange.

Mayor Pro Tem Hupp, on behalf of U.S. Representative Derek Tran, presented Mayor Stewart with a Certificate of Recognition.

Mayor Pro Tem Hupp presented Mayor Stewart with the Mayor's gavel plaque, commendation, and other gifts.

Mayor Stewart thanked his family, the community and colleagues for their support in achieving all of the accomplishments over the past year.

4.B. Election of Mayor/Chair and Introductions
A motion was made by Mayor Stewart and seconded by Council Member Simonoff to appoint Mayor Pro Tem Hupp as Mayor and to appoint Council Member Simonoff as Mayor Pro Tem.

A substitute motion was made by Council Member Vargas to appoint Mayor Pro Tem Hupp as Mayor and Council Member Vargas as Mayor Pro Tem.

The substitute motion failed due to lack of a second.

Initial motion passed 3-1-1-0 (Ayes: Stewart, Hupp, Simonoff. Noes: Vargas. Absent:

Marick).

4.C. Election of Mayor Pro Tem/Vice Chair and Introductions Action was taken with Item 4B.

5. ADMINISTRATIVE ITEM

5.A. Integrated Crime Center Update
Police Chief Hawley introduced the item.

Crime Analyst Martinez provided a presentation on the item. She reviewed the challenges and accomplishments of the Integrated Crime Center (ICC), calls for service, and development of a citywide camera network.

Air Service Officer Klug continued the presentation and spoke about automated license plate readers, the Drone as First Responder program (DFR), the development of a dedicated ICC work space, and future plans to increase investigative efficiencies.

Staff presented a video of a recent call for service that highlighted the work of the ICC.

Air Service Officer Klug and Police Lieutenant Harvey responded to questions regarding the evolution of the DFR program.

6. CONSENT CALENDAR
A motion was made by Mayor Hupp and seconded by Mayor Pro Tem Simonoff to approve Consent Calendar Items 6A - 6J. Motion passed 4-0-1-0 (Ayes: Hupp, Simonoff, Stewart, Vargas.

Absent: Marick).

6.A. November 18, 2025 Regular Meeting Minutes
The City Council approved the November 18, 2025 Regular City Council Meeting Minutes as written.

6.B. Community Facilities Districts Annual Financial Report for the Fiscal Year Ended June 30, 2025 The City Council received and filed the Community Facilities Districts Annual Financial Report for the Fiscal Year ended June 30, 2025.

6.C. Purchase of Motorola Mobile and Portable Radios for New Pierce Fire Engines The City Council authorized the purchase of necessary Motorola mobile and portable radios associated with equipping the new Pierce Fire Engines currently under construction; and approved the purchase from BearCom (Motorola Solutions Authorized Dealer) as a sole source vendor under the County of Los Angeles approved contract MA-IS-2240228-2 in the amount of $133,658.22.

6.D. Budget Adjustments to the City Operating and Capital Improvement Program Budgets for FY 2024-25 and FY 2025-26
The City Council adopted Resolution No. 2025-066 amending the City Operation Budget for FY 2024-25 and FY 2025-26; and adopted Resolution No. 2025-067 amending the Capital Improvement Program Budget for FY 2024-25 and FY 2025-26.

6.E. Distinguished Brea Athletes Program Policy
The City Council approved and adopted the revised changes to the City of Brea Distinguished Brea Athletes Program policy.

6.F. Acceptance of Waterline Improvements at the Intersection of Birch Street and Kraemer Boulevard, CIP No. 7329
The City Council accepted the project as completed and authorized the City Clerk to file and record a Notice of Completion; and authorized the City Clerk to release the Performance Bond upon acceptance of the Warranty Bond, and released the Payment bond upon further notification from the Public Works Department; and accepted the Warranty Bond.

6.G. Acceptance of Birch Street Phase 1A Street Improvements, CIP No. 7329 The City Council accepted the project as completed and authorized the City Clerk to file and record a Notice of Completion; and authorized the City Clerk to release the Performance Bond upon acceptance of the Warranty Bond, and released the Payment Bond upon further notification from the Public Works Department; and accepted the Warranty Bond.

6.H. Annual Development Impact Fee Report for Fiscal Year Ending June 30, 2025 The City Council received and filed the Annual Development Impact Fee Report for Fiscal Year ending June 30, 2025.

6.I. Second Reading of Zoning Ordinance Text Amendment (ZOTA) No. 2025-03 The City Council waived full reading of and adopted Ordinance No. 1269 titled "An Ordinance of the City Council of the City of Brea Amending the Brea City Code by Adopting Zoning Ordinance Text Amendment No. ZOTA 2025-03 (Omnibus Code Update) and approving a CEQA Exemption Determination"; and approved a California Environmental Quality Act (CEQA) exemption determination.

6.J. City Disbursement Registers for November 14 and November 21, 2025 The City Council received and filed the City Disbursement Registers for November 14 and November 21, 2025.

7. CITY/SUCCESSOR AGENCY - CONSENT
A motion was made by Mayor Pro Tem Simonoff and seconded by Council Member Vargas to approve City/Successor Agency Consent Item 7A. Motion passed 4-0-1-0 (Ayes: Hupp, Simonoff, Stewart, Vargas. Absent: Marick)

7.A. Successor Agency Disbursement Register for November 21, 2025 The City Council, as the Successor Agency, received and filed the November 21, 2025 Successor Agency Disbursement Register.

8. ADMINISTRATIVE ANNOUNCEMENTS

8.A. City Manager
None.

8.B. City Attorney
None.

8.C. Council Requests
None.

9. COUNCIL ANNOUNCEMENTS

9.A. Council Announcements
None.

10. ADJOURNMENT

10.A. Meeting Adjournment
Council Member Stewart adjourned the General Session at 8:01 p.m.

CITYof  BREA
City Council Regular Meeting
Communication
December 16, 2025
Item No. 5B.

Waive Full Reading of and Introduce Ordinance No. 1271, an Ordinance of the City of Brea Extending the Term of a Pipeline Franchise Granted to Cardinal Pipeline, L.P., Repealing Ordinance No. 1268, and Approve a CEQA Exemption Determination

TO PREPARED BY
Honorable Mayor and City Council Members Matthew Cuevas, Senior Management Analyst

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

RECOMMENDATION
Staff recommends the City Council take the following actions:

1. Waive full reading of and introduce Ordinance No. 1271, "An Ordinance of the City Council of the City of Brea extending the term of a pipeline franchise granted to Cardinal Pipeline, L.P. and repealing Ordinance No. 1268," by title only, and approve a California Environmental Quality Act (CEQA) exemption determination; and

2. Appropriate any revenues received as part of this franchise in the Fiscal Year 2025-26 Operating Budget; and

3. Authorize the City Clerk to accept a new faithful performance bond upon final adoption of the Ordinance.

BACKGROUND/DISCUSSION
The attached Ordinance No. 1271 supersedes Ordinance No. 1268 due to an inadvertent error in the title of Ordinance No. 1268. The prior ordinance noted Cardinal California Pipeline, L.P. in the title and as the applicant.

The correct applicant name and title is Cardinal Pipeline, L.P. (See Exhibit C for revisions to the Ordinance). Upon final adoption of Ordinance No. 1271, the prior Ordinance No. 1268 shall be repealed and be of no further force or effect.

Cardinal Pipeline, L.P. (“Cardinal”) submitted an application requesting that a previously granted pipeline franchise be extended to continue operating and maintaining an existing petroleum pipeline in the City. The California Public Utilities Code (“CPUC”) and Brea City Code (“BCC”) require any person, firm, or corporation utilizing City property to convey petroleum or similar products to have a valid franchise with the City of Brea.

In consultation with the City Attorney' s office, staff has determined that Cardinal's application is for the extension of an existing pipeline franchise and not to construct, build, and operate an entirely new pipeline within the City.

Therefore, the City Council is not required to adopt a Resolution of Intent to Grant or conduct a Public Hearing and can introduce the draft Ordinance for first reading. The extension of this pipeline franchise is exempt from the California Environmental Quality Act of 1970 (CEQA) under Section 15301 ("Existing Facilities") of the CEQA Guidelines, and this Categorical Exemption has been incorporated by reference in the draft Ordinance (“Exhibit B”).

Staff recommends waiving the second reading of the Ordinance at the next regularly scheduled City Council meeting.

If the Ordinance is adopted at that time, then both the Ordinance and franchise would become effective 30 days later. The term of the franchise would be for 10 years. Cardinal would be the franchisee for 2,754 linear feet of 8- inch diameter proprietary pipeline along Brea Canyon Road and Orangewood Drive. Attached is a map (Exhibit "A") depicting the location of the pipeline in the City. Upon final adoption of the Ordinance by the City Council, Cardinal will submit a $100,000 faithful performance bond referencing the new Ordinance No. 1271. The California Public Utilities Commission regulates pipeline activity and establishes the rates charged for pipeline franchises. The rates for a non-public utility, or proprietary, pipeline franchise are also incorporated into the Brea City Code under Chapter 8.42: Pipeline Franchises (“Table A”). The annual payments are based on a formula associated with the internal diameter and length of the pipelines subject to annual Consumer Price Index (“CPI”) adjustments. The franchise fees for the pipeline depicted in Exhibit A have been paid through 2024 under Ordinance No. 1160. If the Ordinance in adopted, the annual base franchise fee is estimated at $1,339.94, and a one-time base granting fee of $7,747.50, for Fiscal Year 2025-2026. Both base fees have been adjusted by the annual CPI; therefore, there will be a positive fiscal impact to the General Fund.

Table A: Pipeline Franchise Rates - Proprietary
Internal Diameter of
Pipeline (inches)
Length of Pipeline per
Lineal Foot
Base Rate per
Lineal Foot Base Franchise Rate*
8" 2,754 $0.471 $1,339.94
One-time Base
Granting Fee* $7,747.50
Estimated FY 25-
26 Franchise Fee $9,087.44
*Includes 3.3% CPI
increase for 2025

COMMISSION/COMMITTEE RECOMMENDATION
The staff report was reviewed by the Finance Committee at their October 28, 2025, meeting and recommended for City Council approval.

FISCAL IMPACT/SUMMARY
Cardinal Pipeline, L.P. ("Cardinal") has submitted an application requesting that a previous pipeline franchise be extended to operate and maintain an existing petroleum pipeline in the City of Brea. The pipeline franchise has been determined to be exempt from CEQA requirements according to Section 15301 of CEQA guidelines. Upon the City Council's final adoption of the Ordinance ("Exhibit B"), appropriate all franchise fee revenues in the estimated amount of $9,087.44 in the Fiscal Year 2025-2026 Operating Budget. Furthermore, staff is recommending the second reading be waived for the adoption of the Ordinance at the next regularly scheduled City Council meeting.

Attachments
Exhibit A - Pipeline Map.pdf
Exhibit B - Ordinance No. 1271.pdf
Exhibit C - Redline for Ordinance.pdf
Cardinal Pipeline - Proprietary Pipelines
Legend
Menchego Gathering Line - 8" - 2,754ft
0 500 1,000
Feet
Paragon Partners Ltd.
1 Ord No. 1271
January 20, 2026
3194038.2
ORDINANCE NO. 1271

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BREA

EXTENDING THE TERM OF A PIPELINE FRANCHISE GRANTED TO
CARDINAL PIPELINE, L.P. AND REPEALING ORDINANCE NO. 1268 THE CITY COUNCIL OF THE CITY OF BREA DOES ORDAIN AS FOLLOWS:

SECTION 1. On or about March 6, 2012, in accordance with the provisions of Chapter 8.42 of the Brea City Code, the City Council adopted its Ordinance No. 1160, granting a franchise to Cardinal Pipeline, L. P., a California limited partnership ('Franchisee"), for a term of 10 years from the effective date of that Ordinance, to maintain, operate, renew, repair, remove or abandon in place existing pipes and pipelines for the collection, transportation or distribution of oil, gas, gasoline, petroleum, wet gas, hydrocarbon substances, water, waste water, mud, steam, and other liquid and gaseous substances which are not more hazardous than the aforementioned substances, together with all existing manholes, valves, appurtenances and service connections necessary or convenient for the operation of such pipes or pipelines including existing conduits, cathodic protection devices, wires, cables and other appurtenances necessary or convenient for the exercise of the Franchisee's business, in, under, along or across those streets within the City of Brea as depicted in Exhibit "A" attached hereto and incorporated by reference herein (the "Franchise").

SECTION 2. The City Council hereby extends the Franchise for a term of ten (10) years commencing on January 20, 2026. This extension is subject to, and conditioned upon the Franchisee's compliance with, all provisions of this Ordinance and Chapter 8.42 2 Ord No. 1271
January 20, 2026
3194038.2
of Title 8 of the Brea City Code, which Chapter is incorporated by reference herein. This Ordinance supersedes Ordinance No. 1268, which is repealed and shall be of no further force or effect.

SECTION 3. To the extent not contrary to Applicable Law, as defined in Chapter

8.42 of Title 8 of the Brea City Code, the City Council may from time to time amend this Ordinance or Chapter 8.42 of Title 8 and such amendments shall apply to the Franchisee to the extent such amendments are of general application to oil pipeline franchises in the City of Brea. Each and every provision of Chapter 8.42 of Title 8 of the Brea City Code shall apply to the Franchise.

SECTION 4. The City Council finds that the extension of the Franchise ("Project") was reviewed in accordance with the California Environmental Quality Act of 1970 (“CEQA”) and the Guidelines thereunder, and that there is no substantial evidence that the Project will have a significant effect on the environment. The City Council further finds that the Project is exempt from CEQA pursuant to Section 15301 ("Existing Facilities") of the CEQA Guidelines, and that this Categorical Exemption, incorporated herein by reference, reflects the independent judgment of the City Council. Based thereon, the City Council hereby adopts the Categorical Exemption for the Project.

SECTION 5. If any section, subsection, sentence, clause, or phrase of this Ordinance is for any reason held to be invalid or unconstitutional by the decision or legislation of any court of competent jurisdiction, or by reason of preemptive legislation, such decision or legislation shall not affect the validity of the remaining portions thereof. 3 Ord No. 1271
January 20, 2026
3194038.2
The City Council declares that it would have passed this Ordinance, and each section, subsection, sentence, clause and phrase thereof, irrespective of the fact that one or more of the sections, subsections, sentences, clauses, or phrases thereof is declared invalid or unconstitutional.

SECTION 6. The City Clerk shall certify to the adoption of this Ordinance.

APPROVED AND ADOPTED this 20th day of January, 2026.
________________________________
Cecilia Hupp, Mayor
ATTEST: ________________________________
Victoria Popescu, City Clerk
4 Ord No. 1271
January 20, 2026
3194038.2
I, Victoria Popescu, City Clerk of the City of Brea, do hereby certify that the foregoing Ordinance was introduced at a regular meeting of the City Council of the City of Brea held on the 16th day of December, 2025, and was finally passed at a regular meeting of the City Council of the City of Brea held on the 20th day of January, 2026, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

DATED: ____________________, 2026
________________________________
Victoria Popescu, City Clerk
5 Ord No. 1271
January 20, 2026
3194038.2
EXHIBIT “A”
1 Ord No. 1268_____
_______, 2025January 20, 2026
3194038.2
ORDINANCE NO. 1268____

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BREA

EXTENDING THE TERM OF A PIPELINE FRANCHISE GRANTED TO
CARDINAL CALIFORNIA PIPELINE, L.P. AND REPEALING
ORDINANCE NO. 1268
THE CITY COUNCIL OF THE CITY OF BREA DOES ORDAIN AS FOLLOWS:

SECTION 1. On or about March 6, 2012, in accordance with the provisions of Chapter 8.42 of the Brea City Code, the City Council adopted its Ordinance No. 1160, granting a franchise to Cardinal California Pipeline, L. P., a California limited partnership ('Franchisee"), for a term of 10 years from the effective date of that Ordinance, to maintain, operate, renew, repair, remove or abandon in place existing pipes and pipelines for the collection, transportation or distribution of oil, gas, gasoline, petroleum, wet gas, hydrocarbon substances, water, waste water, mud, steam, and other liquid and gaseous substances which are not more hazardous than the aforementioned substances, together with all existing manholes, valves, appurtenances and service connections necessary or convenient for the operation of such pipes or pipelines including existing conduits, cathodic protection devices, wires, cables and other appurtenances necessary or convenient for the exercise of the Franchisee's business, in, under, along or across those streets within the City of Brea as depicted in Exhibit "A" attached hereto and incorporated by reference herein (the "Franchise").

SECTION 2. The City Council hereby extends the Franchise for a term of ten (10) years commencing on _______, 2025 .January 20, 2026. This extension is subject to, and conditioned upon the Franchisee's compliance with, all provisions of this Ordinance 2 Ord No. 1268_____
_______, 2025January 20, 2026
3194038.2
and Chapter 8.42 of Title 8 of the Brea City Code, which Chapter is incorporated by reference herein. This Ordinance supersedes Ordinance No. 1268, which is repealed and shall be of no further force or effect.

SECTION 3. To the extent not contrary to Applicable Law, as defined in Chapter

8.42 of Title 8 of the Brea City Code, the City Council may from time to time amend this Ordinance or Chapter 8.42 of Title 8 and such amendments shall apply to the Franchisee to the extent such amendments are of general application to oil pipeline franchises in the City of Brea. Each and every provision of Chapter 8.42 of Title 8 of the Brea City Code shall apply to the Franchise.

SECTION 4. The City Council finds that the extension of the Franchise ("Project") was reviewed in accordance with the California Environmental Quality Act of 1970 (“CEQA”) and the Guidelines thereunder, and that there is no substantial evidence that the Project will have a significant effect on the environment. The City Council further finds that the Project is exempt from CEQA pursuant to Section 15301 ("Existing Facilities") of the CEQA Guidelines, and that this Categorical Exemption, incorporated herein by reference, reflects the independent judgment of the City Council. Based thereon, the City Council hereby adopts the Categorical Exemption for the Project.

SECTION 5. If any section, subsection, sentence, clause, or phrase of this Ordinance is for any reason held to be invalid or unconstitutional by the decision or legislation of any court of competent jurisdiction, or by reason of preemptive legislation, such decision or legislation shall not affect the validity of the remaining portions thereof. 3 Ord No. 1268_____
_______, 2025January 20, 2026
3194038.2
The City Council declares that it would have passed this Ordinance, and each section, subsection, sentence, clause and phrase thereof, irrespective of the fact that one or more of the sections, subsections, sentences, clauses, or phrases thereof is declared invalid or unconstitutional.

SECTION 6. The City Clerk shall certify to the adoption of this Ordinance.

APPROVED AND ADOPTED this __ day of __________, 20256.
________________________________
Blair StewartCecilia Hupp, Mayor
ATTEST: ________________________________
Victoria Popescu, City Clerk
4 Ord No. 1268_____
_______, 2025January 20, 2026
3194038.2
I, Victoria Popescu, City Clerk of the City of Brea, do hereby certify that the foregoing Ordinance was introduced at a regular meeting of the City Council of the City of Brea held on the ___ day of ___________, 2025, and was finally passed at a regular meeting of the City Council of the City of Brea held on the ____ day of ___________, 2025, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

DATED: ____________________, 2025
________________________________
Victoria Popescu, City Clerk
5 Ord No. 1268_____
_______, 2025January 20, 2026
3194038.2
EXHIBIT “A”
CITYof  BREA
City Council Regular Meeting
Communication
December 16, 2025
Item No. 5C.

Orange County Transportation Authority Annual Measure M2 Expenditure Report

TO PREPARED BY
Honorable Mayor and City Council Members Wade Whitman, Management Analyst I

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 action:

1. Adopt Resolution No. 2025-069 concerning the Orange County Transportation Authority Annual Measure M2 Expenditure Report.

BACKGROUND/DISCUSSION
On November 7, 2006, voters approved a Renewed Measure M sales tax, commonly called M2 (also known as OC Go). M2 is a 30-year program extension (2011-2041) of the original Measure M (1991-2011) to fund countywide transportation facility and service improvements by a one-half-cent sales tax. M2 requires that each jurisdiction adopt an annual expenditure report to account for funds expended that satisfy the Measure M Maintenance of Effort (MOE) requirement and expenditures of all activities funded with M2 revenues within six months of the jurisdiction's fiscal year-end.

Each year, the City must provide specific documentation to the Orange County Transportation Authority (OCTA) to maintain OC Go's eligibility for local fair-share and competitive grant funding. OCTA administers the Comprehensive Transportation Funding Program (CTFP). The CTFP comprises a collection of competitive grant programs offered to local agencies to fund street improvements, transit expansion, and environmental mitigation projects. The CTFP provides standardized guidelines and project selection criteria for a variety of funding programs, establishing a simplified, consistent process. Each program has a specific objective, funding source, and set of selection criteria detailed in separate chapters contained within these guidelines. The City of Brea routinely applies for competitive funding through the CTFP. These funds enable the City to undertake significant capital projects that improve the transportation and circulation system within Brea.

To maintain eligibility for Measure M2 sales tax revenue, the City must submit annual documentation on its transportation-related programs to OCTA. The submittal for Fiscal Year 2025-26 required extensive documentation including: the submittal of an Eligibility Checklist & Certification, the 7-Year Capital Improvement Program (CIP) Budget presented in OCTA OC Fundtracker format, the Staff Report and Minutes for City Council adoption of the 7- Year CIP, a Circulation Element, a Congestion Management Program (CMP), a Maintenance of Effort (MOE) Documentation & Certification, a Pavement Management Plan (PMP), and a Letter Regarding Transit/NonMotorized Transportation in the General Plan.

On June 17, 2025, City Council approved the City's Measure M2 Eligibility Submittal Package for Fiscal Year 2025- 26, and staff completed the submittal to OCTA. As mentioned, staff must submit this Measure M2 Expenditure Report within six (6) months of the end of the fiscal year to complete the City's eligibility requirements. OCTA staff has reviewed a draft of this report and all attachments, and provided preliminary approval. By adopting this resolution, the City will comply with this requirement.

COMMISSION/COMMITTEE RECOMMENDATION
The Finance Committee reviewed staff’s recommendation at their December 9, 2025, meeting and recommended the item for City Council approval.

FISCAL IMPACT/SUMMARY
Continued compliance with the M2 Maintenance of Effort requirement will enable the City of Brea to remain eligible for local fair-share and competitive grant funding. The annual submittal of the Measure M2 Eligibility Submittal Package to the Orange County Transportation Authority (OCTA) must confirm the City's ability to receive Measure M2 sales tax revenue funds. Approval of the recommended action will satisfy Fiscal Year 2024-25 requirements.

This action has no impact on the General Fund.

Attachments
Attachment A - Resolution.pdf
Attachment B - Expenditure Report.pdf
RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BREA
CONCERNING THE MEASURE M2 (M2) EXPENDITURE REPORT FOR
THE CITY OF BREA.

A. RECITALS:
(i) Local jurisdictions are required to meet eligibility requirements and submit eligibility verification packages to the Orange County Transportation Authority (OCTA) in order to remain eligible to receive M2 funds; and
(ii) Local jurisdictions are required to adopt an annual M2 Expenditure Report as part of one of the eligibility requirements; and
(iii) Local jurisdictions are required to account for Net Revenues, developer/traffic impact fees, and funds expended by local jurisdiction in the M2 Expenditure Report that satisfy the Maintenance of Effort requirements; and
(iv) The M2 Expenditure Report shall include all Net Revenue fund balances, interest earned and expenditures identified by type and program or project; and (v) The M2 Expenditure Report must be adopted and submitted to the OCTA each year within six months of the end of the local jurisdiction’s fiscal year to be eligible to receive Net Revenues as part of M2.

B. RESOLUTION:

NOW, THEREFORE, be it is found, determined and resolved by the City Council of the City of Brea as follows:

1. The M2 Expenditure Report is in conformance with the template provided in the Measure M2 Eligibility Guidelines and accounts for Net Revenues including interest earned, expenditures during the fiscal year, and balances at the end of fiscal year.

2. The M2 Expenditure Report is hereby adopted by the City of Brea.

3. The City of Brea Finance Director is hereby authorized to sign and submit the M2 Expenditure Report to OCTA for the fiscal year ending June 30, 2025.

APPROVED AND ADOPTED this day of , 2025.
______________________________
Mayor
ATTEST: ___________________________
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 day of , by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

DATED: ____________ ____

______________________________
City Clerk
City of Brea
M2 Expenditure Report
Fiscal Year Ended June 30, 2025
Beginning and Ending Balances
Schedule 1
Line
No.

Amount Interest
A-M Freeway Projects 1 $ - $ -
O Regional Capacity Program (RCP) 2 $ 1,315,544.41 $ -
P Regional Traffic Signal Synchronization Program (RTSSP) 3 - $ - $ Q Local Fair Share 4 $ 2,667,746.95 $ 263,060.79
R High Frequency Metrolink Service 5 $ - $ -
S Transit Extensions to Metrolink 6 $ - $ -
T
Convert Metrolink Station(s) to Regional Gateways that
connect Orange County with High-Speed Rail Systems 7 - $ - $ U
Senior Mobility Program or Senior Non-Emergency Medical Program
8 - $ - $
V Community Based Transit/Circulators 9 $ - $ -
W Safe Transit Stops 10 $ - $ -
X Environmental Cleanup Program (Water Quality) 11 $ - $ - Other* 12 $ - $ -
13 $ 3,983,291.36 $ 263,060.79
Monies Made Available During Fiscal Year 14 $ 1,440,283.40 $ 120,928.16 15 $ 5,423,574.76 $ 383,988.95
Expenditures During Fiscal Year 16 $ 1,423,718.79 $ 38,641.60 A-M Freeway Projects 17 $ - $ -
O Regional Capacity Program (RCP) 18 $ 458,977.41 $ -
P Regional Traffic Signal Synchronization Program (RTSSP) 19 - $ - $ Q Local Fair Share 20 $ 3,540,878.56 $ 345,347.35
R High Frequency Metrolink Service 21 $ - $ -
S Transit Extensions to Metrolink 22 $ - $ -
T
Convert Metrolink Station(s) to Regional Gateways that
connect Orange County with High-Speed Rail Systems 23 - $ - $ U
Senior Mobility Program or Senior Non-Emergency Medical Program
24 - $ - $
V Community Based Transit/Circulators 25 $ - $ -
W Safe Transit Stops 26 $ - $ -
X Environmental Cleanup Program (Water Quality) 27 $ - $ - Other* 28 $ - $ -
* Please provide a specific description
Revenue Other - The RCP and RTSSP had negative beginning balances of $1,000,614.05 and $60,333, respectively.

This is due to previously reporting expenditures in these categories that were funded by Developer Impact Fees already reported in Schedule 3. In addition, as reported in 2024, the City received a payment from OCTA of $1,398,750 and still has a remaining balance of $458,978 as of 06/2025.

O Interest - Other $213,244 Represents a correction of prior year. All interests related to this project have been spent.

Other M2 - Other $136,007 represents a correction of prior year expenditures of $136,007.

Other M2 Interest - Other $3018 represents a correction of prior year. All interests related to the SMP have been spent.

Balances at End of Fiscal Year
Balances at Beginning of Fiscal Year
Balances at Beginning of Fiscal Year
Description
Total Monies Available (Sum Lines 13 & 14)
City of Brea M2 Expenditure Report
Fiscal Year Ended June 30, 2025
Sources and Uses
Schedule 2
Line
No.

Amount Interest
A-M Freeway Projects 1 $ - $ -
O Regional Capacity Program (RCP) 2 $ - $ 38,641.60
P Regional Traffic Signal Synchronization Program (RTSSP) 3 $ - $ - Q Local Fair Share 4 $ 1,373,630.40 $ 82,286.56
R High Frequency Metrolink Service 5 $ - $ -
S Transit Extensions to Metrolink 6 $ - $ -
T
Convert Metrolink Station(s) to Regional Gateways that connect Orange County with High-Speed Rail Systems 7 - $ - $
U Senior Mobility Program or Senior Non-Emergency Medical Program 8 $ 66,653.00 $ - V Community Based Transit/Circulators 9 $ - $ -
W Safe Transit Stops 10 $ - $ -
X Environmental Cleanup Program (Water Quality) 11 $ - $ - Other* 12 - $ - $
13 1,440,283.40 $ 120,928.16 $
A-M Freeway Projects 14 $ - $ -
O Regional Capacity Program (RCP) 15 $ 856,567.00 $ 38,641.60 P Regional Traffic Signal Synchronization Program (RTSSP) 16 $ - $ - Q Local Fair Share 17 $ 500,498.79 $ -
R High Frequency Metrolink Service 18 $ - $ -
S Transit Extensions to Metrolink 19 $ - $ -
T
Convert Metrolink Station(s) to Regional Gateways that connect Orange County with High-Speed Rail Systems 20 - $ - $
U Senior Mobility Program or Senior Non-Emergency Medical Program 21 $ 66,653.00 $ - V Community Based Transit/Circulators 22 $ - $ -
W Safe Transit Stops 23 $ - $ -
X Environmental Cleanup Program (Water Quality) 24 $ - $ - Other* 25 - $ - $
26 1,423,718.79 $ 38,641.60 $
27 16,564.61 $ 82,286.56 $
* Please provide a specific description
TOTAL BALANCE (Subtract line 26 from 13)
TOTAL EXPENDITURES (Sum lines 14 to 25)
Description
Revenues:

TOTAL REVENUES (Sum lines 1 to 12)
Expenditures:

City of Brea
M2 Expenditure Report
Fiscal Year Ended June 30, 2025
Local Fair Share Project List
Schedule 4

PROJECT NAME TYPE OF EXPENDITURE AMOUNT INTEREST
Administrative Expenses Other Street Purpose Maintenance - Pavement $ 33,453.86 CIP 7218 - Signal Controller Upgrade CON - Signals, Safety Devices, & Street Lights $ 58,660.90 CIP 7219 - Traffic Calming Improvements CON - Signals, Safety Devices, & Street Lights $ 4,756.39 CIP 7312 - Citywide Slurry Seal Maintenance - Overlay & Sealing $ 393,108.64 CIP 7717 - Cliffwood Traffic Calming CON - Signals, Safety Devices, & Street Lights $ 10,519.00 TOTAL PROJECT Q EXPENDED $ - 500,498.79 $
GRAND TOTAL PROJECT Q EXPENDED $ 500,498.79

CITYof  BREA
City Council Regular Meeting
Communication
December 16, 2025
Item No. 5D.

Professional Services Agreement for Municipal Traffic Engineering Services

TO PREPARED BY
Honorable Mayor and City Council Members Wade Whitman, Management Analyst I

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 action:

1. Approve Professional Services Agreement with LG2WB Engineers, Inc. dba Linscott, Law, & Greenspan, Engineers in the annual amount not to exceed $150,000 per year for a period of two (2) years, with three (3) optional one (1) year extensions; and

2. Authorize City Manager to approve and execute extension(s).

BACKGROUND/DISCUSSION
The City’s contract City Traffic Engineer is responsible for reviewing and evaluating traffic requests; designing and implementing traffic safety enhancements and transportation improvements; coordinating multi-jurisdictional traffic signal synchronization projects; monitoring and overseeing the operations of the Traffic Management Center and reviewing plans and technical studies for private development projects. The City Traffic Engineer also works closely with the Public Works, Community Development, Police, and Fire departments, preparing staff reports and making presentations to the Traffic Committee.

On January 21, 2020, the City Council approved a Professional Services Agreement (PSA) with LG2WB Engineers, Inc. dba Linscott, Law, & Greenspan, Engineers (LLG), for a period of three-years with the option for three optional one-year extensions. The current PSA with our current City Traffic Engineer is set to expire in January of 2026. In anticipation of the end of this contract, on August 19, 2025, City staff issued a Request for Proposals (RFP) for these services and subsequently issued an addendum on September 8, 2025. See Attachment A for the RFP for reference. The RFP intended to select one qualified firm to provide as-needed municipal traffic engineering services over the next five years if all extensions are executed. On September 23, 2025, staff received proposals from the following seven (7) firms:

ADVANTEC Consulting Engineers, Inc.

Bowman Consulting Group Ltd.

General Technologies and Solutions, Inc
Interwest Consulting Group, Inc.

LG2WB Engineers Inc. dba Linscott, Law, & Greenspan, Engineers TKE Engineering, Inc.

Willdan Engineering
Staff reviewed and evaluated the provided proposals based on the qualifications of the firm, the proposed team and organization, and the quality of the submitted proposal package. Based on these criteria, LLG was selected and is recommended to provide City Traffic Engineering services for the City of Brea. The LLG proposal included a qualified team of personnel with an average of 29 years of experience, and designates Mr. David Roseman as the City Traffic Engineer for the City of Brea and Principal-in-Charge for various project requests. See Attachment B for the LLG proposal for reference. Mr. Roseman has served as the City Traffic Engineer for the City of Brea for the past six years, and has provided excellent service based on his technical background and experience. Mr.

Roseman is a registered Traffic Engineer with 38 years of experience and currently provides similar services to the City of Cypress and City of Fullerton. Mr. Roseman previously served as City Traffic Engineer for the City of Long Beach for thirteen years, overseeing all aspects of transportation, traffic, and parking. In that role he regularly attended City Council, Planning Commission, neighborhood and other agency meetings. Prior to his tenure at Long Beach, Mr. Roseman worked for the City of Los Angeles Department of Transportation (LADOT) for fourteen years, where he directed and supervised a team of engineers and planners in conducting traffic operations and the development and implementation of major transportation improvement projects.

Staff is recommending the City Council approve the PSA with LLG in the amount not to exceed $150,000 per term year, to provide municipal traffic engineering services for various project requests in the City. The agreement includes a provision that the City has the option to extend the agreement under the same terms and conditions for a maximum of three (3) 1-year terms. See Attachment C for the Professional Services Agreement for reference. As required by the RFP for Municipal Traffic Engineering Services, the proposed contract includes fee rates that are locked-in for the full 5-year duration. Any overall annual contract amount or rate schedule increase will require future City Council approval.

COMMITTEE/COMMISSION RECOMMENDATION
The Finance Committee reviewed staff's recommendation at their December 09, 2025 meeting and recommended the item for City Council approval.

FISCAL IMPACT/SUMMARY
Staff recommends the City Council approve the PSA with LLG in the amount not to exceed $150,000 per term year, to provide municipal traffic engineering services for various project requests in the City. As required by the RFP for Municipal Traffic Engineering Services, the proposed contract includes fee rates that are locked-in for the full 5- year duration. Any overall annual contract amount or rate schedule increase will require future City Council approval. The agreement includes a provision that the City has the option to extend the agreement under the same terms and conditions for a maximum of three (3) 1-year terms. Funds for the scope of this PSA have been previously approved by the City Council as part of the FY25-27 Biennial Operating Budget with no additional funds being requested at this time. There is no additional impact to the General Fund.

Attachments
Attachment A - Request for Proposals.pdf
Attachment B - Proposal.pdf
Attachment C - Professional Services Agreement.pdf

C I T Y O F B R E A

P U B L I C W O R K S D E P A R T M E N T

E N G I N E E R I N G D I V I S I O N

REQUEST FOR PROPOSALS (RFP)
Professional Design Services
for
M u n i c i p a l T r a f f i c E n g i n e e r i n g S e r v i c e s Engineering Division
Public Works Department
City of Brea
1 Civic Center Circle
Brea, CA 92821-5732
Key RFP Dates
Issued: August 19, 2025
Written Questions: September 4, 2025
Proposals Due: September 23, 2025
1 T A B L E O F C O N T E N T S
Page
SECTION I INSTRUCTIONS TO OFFERORS 3
SECTION II PROPOSAL CONTENT 9
SECTION III EVALUATION AND AWARD 14
A. EVALUATION CRITERIA 15
B. EVALUATION PROCEDURE 15
C. AWARD 15
D. NOTIFICATION OF AWARD AND DEBRIEFING 16
SECTION IV PROFESSIONAL SERVICES AGREEMENT 17
SECTION V SCOPE OF SERVICES 38
SECTION VI STATUS OF PAST AND PRESENT CONTRACTS FORM 41

CITY OF BREA
Municipal Traffic Engineering Services RFP, August 2025 2 C I T Y O F B R E A

P U B L I C W O R K S D E P A R T M E N T

E N G I N E E R I N G D I V I S I O N

R E Q U E S T F O R P R O P O S A L S (RFP)
for
Municipal Traffic Engineering Services
August 2025
PROPOSAL SUBMITTALS: Responses to the Request for Proposal (RFP) are to be submitted to:

Ryan Chapman, P.E.

City Engineer
Public Works Department - Engineering Division
City of Brea
1 Civic Center Circle
Brea, CA 92821-5732
No later than 2:00 P. M. on September 23, 2025. Original plus three (3) copies and a searchable PDF copy (on a flash drive) of the proposal shall be submitted in a sealed envelope and marked: “Proposal for Municipal Traffic Engineering Services”. Proposals received after the specified time will not be accepted and will be returned unopened. Questions regarding this request may be directed to:

Ryan Chapman, P.E.

City Engineer
Email: [email protected]

CITY OF BREA
Municipal Traffic Engineering Services RFP, August 2025 3 SECTION I

INSTRUCTIONS TO OFFERORS

CITY OF BREA
Municipal Traffic Engineering Services RFP, August 2025 4 SECTION I - INSTRUCTIONS TO OFFERORS
A. EXAMINATION OF PROPOSAL DOCUMENTS
By submitting a proposal, Offeror represents that it has thoroughly examined and become familiar with the work required under this RFP and that it is capable of performing quality work to achieve the City’s objectives.

B. ADDENDA
Any changes to the requirements will be made by written addendum to this RFP.

Any written addenda issued pertaining to this RFP shall be incorporated into the terms and conditions of any resulting Agreement. City will not be bound to any modifications to or deviations from the requirements set forth in this RFP as the result of oral instructions. Offerors shall acknowledge receipt of addenda in their proposals.

C. CITY CONTACT
All questions and/or contacts with City staff/representative regarding this RFP are to be directed to the following:

Ryan Chapman, P.E.

City Engineer
Public Works Department – Engineering Division
City of Brea
1 Civic Center Circle, Brea, CA 92821-5732
Email: [email protected]
D. CLARIFICATIONS

1. Examination of Documents
Should an Offeror require clarifications of this RFP, the Offeror shall notify the City in writing in accordance with Section D.2 below. Should it be found that the point in question is not clearly and fully set forth; the City will issue a written addendum clarifying the matter which will be posted on the City’s website.

2. Submitting Requests
a. All questions must be put in writing and must be received by the City no later than 2:00 p.m., September 4, 2025.
b. Requests for clarifications and questions must be clearly labeled, "Written Questions – RFP for Municipal Traffic Engineering

CITY OF BREA
Municipal Traffic Engineering Services RFP, August 2025 5 Services”. City is not responsible for failure to respond to a request that has not been labeled as such.
c. Requests for clarifications and questions must be sent by e-mail to the email address: [email protected].

3. Consultant Project Manager - Contact Information
The requested services are for Municipal Traffic Engineering Services. All “Prime Consultants” shall email their designated Project Manager’s name and contact information to the email address: [email protected].

4. City Responses
Responses from the City will be provided no later than close of business on September 11, 2025.

To receive e-mail notification of City responses when they are posted on City’s website, firms must e-mail their contact e-mail addresses to [email protected] with the subject title “Email Notifications for RFP for Municipal Traffic Engineering Services”.

E. SUBMISSION OF PROPOSALS

1. Date and Time
Proposals must be submitted at or before 2:00 p.m. on September 23, 2025.

Proposals received after the above specified date and time will not be accepted by the City and will be returned to the Offeror unopened.

2. Address
Proposals delivered using the U.S. Postal Service or other means shall be submitted to the following:

Ryan Chapman, P.E., City Engineer
Public Works Department - Engineering Division
City of Brea
1 Civic Center Circle
Brea, CA 92821-5732
Proposals delivered in person shall be submitted to the receptionist on the third floor of City Hall at the address above. Offeror shall ensure that proposals are received by the City on or before the specified date and time.

CITY OF BREA
Municipal Traffic Engineering Services RFP, August 2025 6 3. Identification of Proposals
Offeror shall submit original plus three (3) copies and a searchable PDF copy (on a flash drive) of its proposal in a sealed package, addressed as shown above, bearing the Offeror’s name and address and clearly marked as follows:
“Proposal for Municipal Traffic Engineering Services”

4. Acceptance of Proposals
a. City reserves the right to accept or reject any and all proposals, or any item or part thereof, or to waive any informalities or irregularities in proposals.
b. City reserves the right to withdraw or cancel this RFP at any time without prior notice, and the City makes no representations that any contract will be awarded to any Offeror responding to this RFP. c. City reserves the right to postpone proposal openings for its own convenience.
d. Proposals received by the City are public information and must be made available to any person upon request.
e. Submitted proposals are not to be copyrighted.

F. PRE-CONTRACTUAL EXPENSES
City shall not, in any event, be liable for any pre-contractual expenses incurred by Offeror in the preparation of its proposal. Offeror shall not include any such expenses as part of its proposal.

Pre-contractual expenses are defined as expenses incurred by Offeror in:

1. Preparing its proposal in response to this RFP;

2. Submitting that proposal to the City;

3. Negotiating with the City any matter related to this proposal; or

4. Any other expenses incurred by Offeror prior to date of award, if any, of the Agreement.

G. JOINT OFFERS
Where two or more Offerors desire to submit a single proposal in response to this RFP, they should do so on a prime-subcontractor basis rather than as a joint venture. City intends to contract with a single firm and not with multiple firms doing business as a joint venture.

H. PROTEST PROCEDURES

CITY OF BREA
Municipal Traffic Engineering Services RFP, August 2025 7 Any protests filed by an Offeror in connection with this RFP must be submitted in writing via certified mail to the following:

Ryan Chapman, P.E.

City Engineer
Public Works Department - Engineering Division
City of Brea
1 Civic Center Circle
Brea, CA 92821-5732
I. FEE PROPOSAL
Provide a schedule of hourly rates that will be charged to perform services as specified in Section V. The City proposes to issue a contract for a period of up to two (2) years, with the City having the option to extend under the same terms and conditions for a maximum of three (3) one-year (1-year) options.

The consultant will enter into an agreement with the City based upon the contents of the RFP and the consultant’s proposal. The City’s standard form of agreement is included in Section IV. The consultant shall carefully review the agreement, especially with regard to the indemnity and insurance provisions, and include with the proposal a description of any exceptions, technical or contractual, requested to the standard contract. If there are no exceptions, a statement to that effect shall be included in the proposal.

J. PREVAILING WAGES
Certain labor categories under this project are subject to prevailing wages as identified in the State of California Labor Code Sections 1720-1815 and Federal Wage Rates. Consultant and its sub-contractors shall conform to applicable wage rates. It is required that all mechanics and laborers employed or working at the site be paid not less than the basic hourly rates of pay and fringe benefits as shown in the current minimum applicable wage schedules. Offerors and their subcontractors must use the current wage schedules applicable at the time the work is in progress.

K. INSURANCE REQUIREMENTS
The consultant shall take out and maintain at all times during the term of the contract, the insurance specified in the agreement and acceptable to the City.

Insurance “Acceptable to the City” shall be defined as a company admitted (licensed) to write insurance in California and having a Best’s Guide rating of not less than A VII. These minimum levels of coverage are required to be maintained for the duration of the project:
a. Commercial General Liability Coverage - $1,000,000 per occurrence/$2,000,000 aggregate for bodily injury, personal injury and property

CITY OF BREA
Municipal Traffic Engineering Services RFP, August 2025 8 damage. If Commercial General Liability Insurance or other form with a general limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
b. Automobile Liability Coverage - $2,000,000 per occurrence (any auto) for bodily injury and property damage.
c. Worker’s Compensation and Employee’s Liability Coverage – In the amount required by California law for Worker’s Compensation Limit. $1,000,000 per occurrence for Employer’s Liability.
d. Professional Liability Coverage - Professional Errors and Omissions Liability - insuring against all liability arising out of professional errors and/or omissions, providing protection of at least $2,000,000 per claim and aggregate for errors and/or omissions (“malpractice”) of CONSULTANT in the performance of this Agreement.

Deductibles, Self-Insurance Retentions, or Similar Forms of Coverage Limitations or Modifications, must be declared to and approved by the City of Brea.

All insurance policies required shall name as additional insureds the City, its elected officials, officers, employees, attorneys and agents, and any other parties, including subcontractors, specified by City to be included.

The consultant is encouraged to review details of insurance requirements as noted in Section IV, “Professional Services Agreement” and contact its insurance carriers during the proposal stage to ensure that the insurance requirements can be met if selected for negotiation of a contract agreement.

CITY OF BREA
Municipal Traffic Engineering Services RFP, August 2025 9 SECTION II

PROPOSAL CONTENT

CITY OF BREA
Municipal Traffic Engineering Services RFP, August 2025 10 SECTION II - PROPOSAL CONTENT
A. PROPOSAL FORMAT AND CONTENT
Although no specific format is required by the City, this section is intended to provide guidelines to the consultant regarding features which the City will look for and expect to be included in the proposal.

1. Presentation
Proposals shall be typed, with 12 pt font, double spaced, and submitted on 8-1/2” x 11" size paper, using a single method of fastening. Charts and schedules may be included in 11” x 17” format. Offers should not include any unnecessarily elaborate or promotional material. Lengthy narrative is discouraged, and presentations should be brief and concise. Proposals should not exceed thirty (30) pages in length, including appendices.

2. Letter of Transmittal
The Letter of Transmittal shall be addressed to Ryan Chapman, P.E., City Engineer and, at a minimum, contain the following:
a. Identification of Offeror that will have contractual responsibility with the City. Identification shall include legal name of company, corporate address, telephone and fax number. Include name, title, address, and telephone number of the contact person identified during period of proposal evaluation.
b. Identification of all proposed subcontractors including legal name of company, contact person’s name and address, phone number and fax number. Relationship between Offeror and subcontractors, if applicable.
c. Acknowledgment of receipt of all RFP addenda, if any. d. A statement to the effect that the proposal shall remain valid for a period of not less than 90 days from the date of submittal. e. Signature of a person authorized to bind Offeror to the terms of the proposal.
f. Signed statement attesting that all information submitted with the proposal is true and correct.

CITY OF BREA
Municipal Traffic Engineering Services RFP, August 2025 11 3. Technical Proposal
a. Qualifications, Related Experience and References of Offeror This section of the proposal should establish the ability of Offeror to satisfactorily perform the required work by reasons of: experience in performing work of the same or similar nature; demonstrated experience working with local agencies and cities directly involved in this project; strength and stability of the Offeror; staffing capability; workload; record of meeting schedules on similar projects; and supportive client references.

Equal weighting will be given to firms for past experience performing work of a similar nature whether with the City or elsewhere.

Offeror to:
(1) Provide a brief profile of the firm, including the types of services offered; the year founded; form of the organization (corporation, partnership, sole proprietorship); number, size and location of offices; number of employees.
(2) Provide a general description of the firm's financial condition, identify any conditions (e.g., bankruptcy, pending litigation, planned office closures, impending merger) that may impede Offeror’s ability to complete the project. City does not have a policy for debarring or disqualifying.
(3) Describe the firm's experience in performing work of a similar nature to that solicited in this RFP, and highlight the participation in such work by the key personnel proposed for assignment to this project. (4) Describe experience in working with the various government agencies that may have jurisdiction over the approval of the work specified in this RFP. Please include specialized experience and professional competence in areas directly related to this RFP. (5) Provide a list of past joint work by the Offeror and each subcontractor, if applicable. The list should clearly identify the project and provide a summary of the roles and responsibilities of each party.
(6) A minimum of three (3) references should be given. Furnish the name, title, address and telephone number of the person(s) at the client organization who is most knowledgeable about the work performed. Offeror may also supply references from other work not cited in this section as related experience.

CITY OF BREA
Municipal Traffic Engineering Services RFP, August 2025 12 b. Proposed Staffing and Project Organization
This section of the proposal should establish the method that will be used by the Offeror to manage the project as well as identify key personnel assigned. Proposed Staffing and Organization are to be presented by Offeror for both project segments identified in the Scope of Services.

Offeror to:
(1) Provide education, experience and applicable professional credentials of project staff. Include applicable professional credentials of “key” project staff.
(2) Furnish brief resumes (not more than two [2] pages each) for the proposed project staff and key personnel.
(3) Identify key personnel proposed to perform the work in the specified tasks and include major areas of subcontract work. Include the person's name, current location, and proposed position for this project, current assignment, and level of commitment to that assignment, availability for this assignment and how long each person has been with the firm.
(4) Include a project organization chart that clearly delineates communication/reporting relationships among the project staff, including subconsultants.
(5) Include a statement that key personnel will be available to the extent proposed for the duration of the project, acknowledging that no person designated as "key" to the project shall be removed or replaced without the prior written concurrence of the City.

4. Fee Proposal
Provide a schedule of hourly rates that will be charged to perform services specified in Section V. The City proposes to issue a contract for a period of up to two (2) years, with the City having the option to extend under the same terms and conditions for a maximum of three (3) one-year (1-year) options.

The fee schedule provided shall include only one (1) rate per title for the full term of the contract (including any extension periods). The fee schedule shall not be revised during the term of the Contract (including any extension periods) without City Council approval.

5. Appendices
Information considered by Offeror to be pertinent to this project, and which has not been specifically solicited in any of the aforementioned sections, may be placed in a separate appendix section. Please note that this does not constitute an invitation

CITY OF BREA
Municipal Traffic Engineering Services RFP, August 2025 13 to submit large amounts of extraneous materials, appendices should be relevant and brief.

B. STATUS OF PAST AND PRESENT CONTRACTS FORM
Offeror is required to complete and sign the form entitled “Status of Past and Present Contracts Form” provided in this RFP and submit as part of the proposal. Offeror shall list the status of past and present contracts where either the firm has provided services as a prime contractor or a subcontractor during the past 5 years and the contract has ended or will end in termination, settlement or litigation. A separate form shall be completed for each contract. If the contract was terminated, list the reason for termination. Offeror must also identify and state the status of any litigation, claims or settlement agreements related to any of the identified contracts. Each form must be signed by the Offeror confirming that the information provided is true and accurate.

Offeror is required to submit only one copy of the completed form(s) as part of the proposal and it should be included in only the original proposal.

CITY OF BREA
Municipal Traffic Engineering Services RFP, August 2025 14 SECTION III

EVALUATION AND AWARD

CITY OF BREA
Municipal Traffic Engineering Services RFP, August 2025 15 SECTION III - EVALUATION AND AWARD
A. EVALUATION CRITERIA
City will evaluate the offers received based on the following criteria:

1. Qualifications of the Firm (45%) - technical experience in performing work of a similar nature; experience working with public agencies; strength and stability of the firm; assessment by client references; and provided examples of project communication, scheduling, budget control, and samples of tools or means and methods in increasing the production or streamlining a process to deliver a work product within an accelerated timely manner.

2. Proposed Team and Organization (45%) - qualifications of proposed key personnel; logic of organization; and adequacy of labor commitment and resources to satisfactorily perform the requested services and meet the City’s needs,

3. Quality of Proposal (10%) – thoroughness of proposal; overall presentation and organization of proposal; demonstration of understanding of needs associated with the requested scope of work.

B. EVALUATION PROCEDURE
An evaluation committee will be appointed to review all proposals. The committee will be comprised of City staff and may include outside personnel. The committee members will review and evaluate the proposals. The committee will recommend to the Director of Public Works the firm whose proposal is most advantageous to the City of Brea. The Director of Public Works will then forward its recommendation to the City Council for final action.

C. AWARD
The City of Brea may negotiate contract terms with the selected Offeror prior to award, and expressly reserves the right to negotiate with several Offerors simultaneously. However, since the selection and award may be made without discussion with any Offeror, the proposal submitted should contain Offeror's most favorable terms and conditions.

Negotiations may or may not be conducted with Offerors; therefore, the proposal submitted should contain Offeror’s most favorable terms and conditions, since the selection and award may be made without discussion with any Offeror.

City Council action will be requested by the City staff to award contract to the selected Offeror.

CITY OF BREA
Municipal Traffic Engineering Services RFP, August 2025 16 D. NOTIFICATION OF AWARD AND DEBRIEFING
Offerors who submit a proposal in response to this RFP shall be notified regarding the Offeror awarded a contract. Such notification shall be made within seven (7) days of the date the contract is awarded.

Offerors who were not awarded the contract may obtain an explanation concerning the strengths and weaknesses of their proposal. Unsuccessful Offerors, who wish to be debriefed, must request the debriefing in writing or electronic mail and it must be received by the City within seven (7) days of notification of the award of contract.

CITY OF BREA
Municipal Traffic Engineering Services RFP, August 2025 17 SECTION IV

PROFESSIONAL SERVICES AGREEMENT

CITY OF BREA
Municipal Traffic Engineering Services RFP, August 2025 18 Agreement No. XXXXXXXXXX
Professional Services Agreement
This Professional Services Agreement ("Agreement") is dated XXXXXXXXX, 2025 for reference purposes and is executed by the City of Brea, a California municipal corporation (“City”), and XXXXXXXX a Consultant ("Consultant").

RECITALS
A. City desires to retain Consultant as an independent contractor to provide the following Professional Services: Municipal Traffic Engineering Services for Public Works.

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 the Fee Schedule set forth in the attached Exhibit A.

B. In no event shall the total amount paid for the Services exceed the all-inclusive aggregate sum of $ XXXXXXX (“Contract Amount”). This amount covers and is inclusive of all labor, materials, and any and all other costs incurred by Consultant in performing the Services. Consultant shall be deemed to have made all inquiries and site inspections deemed necessary by Consultant prior to execution of this Agreement.

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 detailed description of the work performed. Consultant’s invoices shall indicate the amount of time spent on each task and the applicable rate.

D. Unless the Fee Schedule calls for payment on a different schedule, Consultant shall invoice City on a monthly basis.

CITY OF BREA
Municipal Traffic Engineering Services RFP, August 2025 19 3. Additional Work.

This Agreement does not include any contingency or additional work. Any additional work performed by Consultant without a written amendment or approval of the City shall be deemed to be work included within the Services.

4. Term.

A. The term ofthisAgreement shall commence XXXXXXXXX (“EffectiveDate”). Unless extended or earlier terminated as provided herein, this Agreement shall expire on XXXXXXXXXXX.

City may extend the term of this Agreement by giving written notice to Consultant within 30 days prior to the then-scheduled expiration date for up to three (3) additional oneyear terms which will be at the sole discretion of the City Manager.

5. Time of Performance.

A. Consultant shall commence the Services on the date shown in the Cityprovided notice to proceed, 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.

Consultant’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

CITY OF BREA
Municipal Traffic Engineering Services RFP, August 2025 20 performing similar services under similar conditions in southern California. Consultant shall maintain all professional licenses and certifications required to lawfully perform the Services.

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.

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

CITY OF BREA
Municipal Traffic Engineering Services RFP, August 2025 21 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 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. PERS Compliance.

The parties acknowledge that City is a local agency member of PERS, and as such has certain pension reporting and contribution obligations to PERS 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 PERS, 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 PERS 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,

CITY OF BREA
Municipal Traffic Engineering Services RFP, August 2025 22 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
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 self-insured 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 contractors in the role of City officials, as additional insureds.

CITY OF BREA
Municipal Traffic Engineering Services RFP, August 2025 23 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.

Automobile Liability Insurance is required for this Agreement as follows: i. Contractor 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 contractors 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.

Workers' Compensation and Employer's Liability Insurance is required for this Agreement as follows: i. Contractor certifies that Contractor 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. Contractor 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. Contractor shall require all subcontractors to obtain and maintain workers’ compensation coverage ofthe same type and limits as specified in this section.

D. Professional Liability (Errors and Omissions)
Contractor shall maintain professional liability or errors and omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to City

CITY OF BREA
Municipal Traffic Engineering Services RFP, August 2025 24 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 the negligent acts, errors or omissions of Contractor 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. $2,000,000 per claim and aggregate (errors and omissions) (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.

E. Cyber Liability
Cyber Liability Insurance is not required for this Agreement.

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
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.

CITY OF BREA
Municipal Traffic Engineering Services RFP, August 2025 25 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 non-payment 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, self-insurance 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 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

CITY OF BREA
Municipal Traffic Engineering Services RFP, August 2025 26 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

CITY OF BREA
Municipal Traffic Engineering Services RFP, August 2025 27 independent contractors in the role of City officials as additional 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 design professional services, and to the fullest extent permitted by law, Contractor shall defend (with counsel reasonably approved by City), indemnify and hold City, its 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, 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, use, and/or theft of City 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, servants, 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.

B. For Design Professional Services. If Contractor’s Services hereunder include the performance of professional services by a “design professional,” then to the fullest extent permitted by law, Contractor shall, at its sole cost and expense, indemnify and hold harmless the Indemnitees, and each of them, from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants and other professionals, and all costs associated therewith, and reimbursement of attorneys’ fees and costs of defense, 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, servants, employees, subcontractors, contractors or their officers, agents, servants or employees (or any entity or individual for whom Contractor shall bear legal liability) in the performance of design professional services under this Agreement.

Notwithstanding the foregoing and as required by Civil Code Section 2782.8(a), in no event shall the cost to defend the Indemnitees that is charged to Contractor, exceed Contractor’s proportionate percentage of fault. For purposes of this subsection B, and in accordance with Civil Code Section2782.8(c), “design professional” means only the following and only while performing design professional services: (i) an individual

CITY OF BREA
Municipal Traffic Engineering Services RFP, August 2025 28 licensed as an architect pursuant to Business and Professions Code Section 5500, et seq., and a business entity offering architectural services in accordance with that Code section; (ii) an individual licensed as a landscape architect pursuant to Business and Professions Code Section 5615, et seq., and a business entity offering landscape architectural services in accordance with that Code section;(iii) an individual registered as a professional engineer pursuant to Business and Professions Code Section 6700, et seq., and a business entity offering professional engineering services in accordance with that Code section; and (iv) an individual licensed as a professional land survey or pursuant to Business and Professions Code Section 8700, et seq., and a business entity offering professional land surveying services in accordance with that Code section.

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.

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.

CITY OF BREA
Municipal Traffic Engineering Services RFP, August 2025 29 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 Consultant prior to the effective date of this Agreement.

B. Consultant 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. Consultant 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 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 non-infringing 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.

CITY OF BREA
Municipal Traffic Engineering Services RFP, August 2025 30 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, non-exclusive, 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.

18. Party Representatives.

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

Consultant hereby designates __________________ 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.

CITY OF BREA
Municipal Traffic Engineering Services RFP, August 2025 31 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 e-mail 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 _________________________
1 Civic Center Circle _________________________
Brea, CA92821 _________________________
United States United States
Michael Ho _________________________
[email protected] _________________________
(714) 990-7698 (xxx) xxx-xxxx

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.

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.

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

CITY OF BREA
Municipal Traffic Engineering Services RFP, August 2025 32 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 Rightto EmployOther Consultant's.

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

27. Exhibits.

The attached Exhibit A is 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.

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

CITY OF BREA
Municipal Traffic Engineering Services RFP, August 2025 33 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]

CITY OF BREA
Municipal Traffic Engineering Services RFP, August 2025 34 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.

Sample
By: By:

XXXXXX XXXXXXX XXXXXXXX XXXXXXX
President Secretary
[email protected] [email protected]
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:

Blair Stewart Victoria Popescu
Mayor City Clerk
[email protected] [email protected]
Date Signed: Date Signed:

CITY OF BREA
Municipal Traffic Engineering Services RFP, August 2025 35 SPECIAL PROVISIONS
Labor Code Requirements.

A. Contractor acknowledges that this contract is subject to the provisions of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the Labor Code relating to public works, and Contractor agrees to be bound by all provisions thereof as though set forth in full herein.

B. This is a public work and requires the payment of prevailing wages for the work or craft in which the worker is employed for any public work done under the contract by Contractor or by any subcontractor pursuant to Labor Code Section 1771. Pursuant to Labor Code Section 1773, City has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of workman needed to execute this contract from the Director of the Department of Industrial Relations. These rates are on file with the City Clerk or may be obtained at http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm.

C. Copies may be obtained at cost at the City Clerk's office. Contractor shall post a copy of such wage rates at the job site and shall pay the adopted prevailing wage rates as a minimum. Contractor shall comply with the provisions of Labor Code Sections 1775, 1776, 1777.5, 1777.6, and 1813. Pursuant to Labor Code Section 1775 of the Labor Code, Contractor shall forfeit to City, as a penalty, not more than $200 for each calendar day, or portion thereof, for each laborer, worker, or mechanic employed, paid less than the stipulated prevailing rates for any work done under this contract, by Contractor or by any subcontractor, in violation of the provisions of this Agreement.

D. In accordance with Labor Code Sections 1725.5 and 1771.1, and except for projects involving construction, alteration, demolition, installation, or repair work of $25,000 or less, or maintenance work of $15,000 or less, no contractor or subcontractor shall be qualified to bid on, be listed in a bid proposal, subject to the requirements of Public Contract Code Section 4104, or engage in the performance of any public work contract unless currently registered and qualified to perform public work pursuant to Section 1725.5 [with limited exceptions for bid purposes, only, pursuant to Labor Code Section 1771.1(a)].

E. Pursuant to Labor Code Section 1776, Contractor shall maintain and make available an accurate record showing the name of each worker and hours worked each day and each week by each worker employed by Contractor performing services covered by this Agreement. Contractor and its subcontractors shall furnish electronic certified payroll records to the Labor Commissioner in accordance with Labor Code Section 1771.4. The project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. Contractor is responsible for compliance with Section 1776 by itself and all of its subcontractors. This project is subject to compliance monitoring and enforcement by the DIR. Contractor shall post job site notices, as prescribed by regulation.

CITY OF BREA
Municipal Traffic Engineering Services RFP, August 2025 36 F. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Code of Regulations Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Contractor shall be responsible for compliance with these Sections for all apprenticeable occupations. Before commencing the Services, Contractor shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within 60 days after concluding the Services, Contractor and each of its subcontractors shall submit to City a verified statement of the journeyman and apprentice hours performed under this Agreement.

G. Contractor agrees to comply with the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. Contractor shall, as a penalty to City, forfeit $25 for each worker employed in the execution of the contract by Contractor or by any subcon- tractor for each calendar day during which such worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code.

H. Labor Code Sections 1860 and 3700 provide that every contractor will be required to secure the payment of compensation to its employees. In accordance with the provisions of Labor Code Section 1861, by executing this Agreement, Contractor certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake selfinsurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.”

CITY OF BREA
Municipal Traffic Engineering Services RFP, August 2025 37 EXHIBIT A

SCOPE OF SERVICESAND FEE SCHEDULE
(Consultant's proposal attached)

CITY OF BREA
Municipal Traffic Engineering Services RFP, August 2025 38 SECTION V

SCOPE OF SERVICES

CITY OF BREA
Municipal Traffic Engineering Services RFP, August 2025 39 SECTION V – SCOPE OF SERVICES
A. SCOPE OF SERVICES
The purpose of this RFP is to solicit and select a consultant to provide municipal traffic engineering services and serve as the City Traffic Engineer. In general, the consultant shall perform municipal traffic engineering and other supplemental services on an “asneeded” basis for various projects/tasks as assigned by the City. The scope of services shall include, but are not necessarily limited to, the following:
• Perform and coordinate traffic engineering work involving the design and installation of transportation facilities such as traffic lighting, traffic control devices, bikeways, streets, parking facilities, and other vehicular and pedestrian traffic systems.
• Provide general direction to City staff and coordinate all traffic related issues needing City Council approval or policy direction.
• Coordinate activities with other departments, governmental agencies and other outside organizations.
• Prepare work orders, coordinate the work with City staff, resolve issues and complaints, and respond to inquiries from the public.
• Prepare work orders for the implementation of maintenance improvements to transportation controls such as signage, striping, and traffic signal systems. • Supervise the design and checking of plans and specifications for traffic channelization, traffic signals, street and safety lighting, detours, parking facilities, and other methods of controlling traffic flow and providing for traffic safety in accordance with established City standards; review and sign plans; review and approve plan revisions.
• Review plans and submittal documents for Capital Improvement Program projects, encroachment permits, and development permits. • Direct and participate in the preparation and evaluation of technical studies, reports and analyses related to engineering services; analyze and evaluate study results and implement findings.
• Serve as lead support staff member for Traffic Committee and any related Traffic Committee items.
• Prepare work orders for the implementation of transportation improvements approved by Traffic Committee and City Council.
• Update the City’s Traffic Signal Master Plan and OCTA Renewed Measure M Local Signal Synchronization Plan.
• Assist the City with the review and preparation of the City General Plan Update and Transportation Improvement Nexus Program.
• Prepare speed study updates in coordination with City staff. • Oversee adjustment to traffic signal timing and operations and development of system enhancement, including monitoring of traffic signals, alarms, vehicle loops, and video detection.

CITY OF BREA
Municipal Traffic Engineering Services RFP, August 2025 40 • Advise the City on future innovative technologies related to traffic infrastructure. • Coordinate and participate in overall transit planning, long-range transportation planning, special planning/development studies and overview of private development traffic impacts.
• Evaluate proposed private development traffic studies and assist City staff in preparing Conditions of Approval for project planning approvals. • Assist the City with meeting the annual Measure M compliance requirements as related to transportation management.
• Evaluate other agencies’ public and private development proposals for impacts on the City’s transportation network.
• Perform field inspections of the traffic system elements prior to, during, and upon completion of construction.
• Monitor, operate, maintain, expand, design, implement, and troubleshoot the City’s fiber optic communications system for traffic signals and CCTV systems. • Monitor, operate, maintain, expand, design, implement, and troubleshoot the City’s traffic signal and traffic signal synchronization systems. • Attend public outreach meetings and/or events to represent the City as assigned. • Perform miscellaneous tasks related to traffic engineering, traffic signal operations, and transportation engineering services as assigned.

The requirements listed below are representative of the knowledge, skill and/or ability required.

KNOWLEDGE OF:
• Advanced traffic engineering principles and practices as applied to private developments and municipal public works.
• Techniques for preparing designs, plans, specifications, reports, and recommendations related to public works contracts.
• City policies and procedures governing engineering operations. • Applicable federal, state and local laws, rules and regulations, policies and procedures related to engineering, development and construction. • Principles, practices and techniques of public administration including budget and personnel administration.
• California laws and regulations pertaining to traffic. • Perform technical traffic engineering work of a complex nature. • Communicate clearly and concisely, orally and in writing. • Interpret applicable laws, rules and regulations.
• Prepare and analyze technical reports, statements, contracts and legal documents.
• Maintain effective work relationships with staff, other governmental agencies, contractors and the general public.

LICENSE:

Possession of a valid license as a Traffic Engineer issued by the State of California Board of Registration for Professional Engineers.

CITY OF BREA
Municipal Traffic Engineering Services RFP, August 2025 41 SECTION VI

STATUS OF PAST AND PRESENT CONTRACTS FORM

CITY OF BREA
Municipal Traffic Engineering Services RFP, August 2025 42 Status of Past and Present Contracts Form
On the form provided below, Offeror shall list the status of past and present contracts where the firm has either provided services as a prime contractor or a subcontractor during the past five (5) years in which the contract has ended or will end in a termination, settlement or in legal action. A separate form must be completed for each contract.

Offeror shall provide an accurate contact name and telephone number for each contract and indicate the term of the contract and the original contract value.

If the contract was terminated, list the reason for termination. Offeror must also identify and state the status of any litigation, claims or settlement agreements related to any of the identified contracts. Each form must be signed by an officer of the Offeror confirming that the information provided is true and accurate.

By signing this Form entitled “Status of Past and Present Contracts,” I am affirming that all of the information provided is true and accurate.

Signature__________________________________ Date___________________ Name:_____________________________________
Title:_____________________________________
Project city/agency/other:

Contact name: Phone:

Project award date: Original Contract Value:

Term of Contract:
1) Status of contract:
2) Identify claims/litigation or settlements associated with the contract:

MUNICIPAL TRAFFIC ENGINEERING SERVICES

PROPOSAL AND STATEMENT OF QUALIFICATIONS FOR
SEPTEMBER 23, 2025
600 S. Lake Avenue
Suite 500
Pasadena, CA 91106
626.796.2322 T
626.792.0941 F
www.llgengineers.com
City of Brea | Linscott, Law & Greenspan, Engineers i

COVER LETTER
September 23, 2025
Mr. Ryan Chapman, P.E.

City of Brea
Public Works Department
Engineering Division
1 Civic Center Circle
Brea, CA 92821-5732
SUBJECT:

PROPOSAL AND STATEMENT OF QUALIFICATIONS

FOR MUNICIPAL TRAFFIC ENGINEERING SERVICES
LLG Reference: P1-25-0109-1
Dear Mr. Chapman:

Linscott, Law & Greenspan, Engineers (LLG) is pleased to submit this proposal package to provide continuing professional traffic engineering services to the City of Brea. LLG is a full-service multidisciplinary transportation firm that has been providing engineering services to municipalities in Southern California for almost 60 years. Our over fifty engineers and planners stand ready to not only meet the City’s traffic and transportation needs, but it is our goal to exceed your expectations in every assignment we undertake.

I am excited to announce that I, David Roseman, T.E., will fill the role as Project Manager for any upcoming Task Order. As you are aware, I am already very familiar with the City as I am currently your contract City Traffic Engineer. I have over 38 years of experience in both private and public sectors and has an extensive background in traffic signal systems, transportation planning, alternative transportation, parking programs, and special events. I was the City Traffic Engineer for the City of Long Beach for more than thirteen years and as you are aware I also currently serve as the Traffic Engineer for the City of Cypress and Contract Traffic Engineer for the City of Fullerton. I will be supported in this role by Mr. David Langstaff, who with his over 30 years of experience with the City of Fullerton will stand in for me should I be unavailable due to vacation or illness.

It is envisioned that I and/or Mr. Langstaff will be available to the City depending on the Task Order, and the specific team will be assembled for the Task Order. As such, we will be available to the City essentially anytime via phone, text, and email. Additionally, it is our commitment to you that if the City City of Brea | Linscott, Law & Greenspan, Engineers ii
needs a traffic engineer at the last minute to attend a night meeting, or to meet a contractor in the field, or investigate a signal problem, LLG will be there.

We at LLG enjoy excellent working relationships with many key agencies and jurisdictions throughout Southern California and we plan to leverage those relationships to enhance the City’s influence in Orange County transportation circles. By providing services to multiple cities, we can save money by splitting the cost for attendance at regional meetings, coordinating design services and programs across common boarders, and enhanced relationships with the cities’ collective neighbors.

I, David Roseman, P.E., Managing Principal, will serve as the primary point of contact for contracting purposes as I am authorized to negotiate scope and fee with the City and bind the firm contractually. I have reviewed the terms of the City’s RFP including the Addendum, Professional Services Agreement and the insurance requirements and have no reservations, exceptions, or additions thereto. For the purposes of preparing contract paperwork, LLG is a dba entity of LG2WB Engineers, Inc., a California corporation and as such, any contracts would be executed with LG2WB Engineers, Inc. In addition, there are no current clients of LG2WB Engineers, Inc. who may have a financial interest in the outcome of this contract.

With my signature below, I do hereby attest that the information contained herein is true and correct and that this submittal shall remain valid for a period of not less than 90 days from the date of submittal.

Please feel free to call me if you have any questions or require any clarifications on this submittal. We at LLG appreciate the City’s consideration and are looking forward to our team continuing to be the City’s On-Call traffic engineering service provider.

Sincerely,
Linscott, Law & Greenspan, Engineers
David Roseman, P.E.

Managing Principal
California Registration: TR 1585
600 South Lake Avenue, Suite 500
Pasadena, CA 91106
[email protected]
Office: (626) 796-2322 ext. 226| Mobile: (562) 824-2071 City of Brea | Linscott, Law & Greenspan, Engineers iii

TABLE OF CONTENTS
Cover Letter.................................................................................................................................i Table of Contents.......................................................................................................................iii Qualifications, Experience and References................................................................................ 1 Firm Profile............................................................................................................................. 2 Representative Experience..................................................................................................... 4 References............................................................................................................................10 Proposed Staff and Organization ..............................................................................................11 Experience and Qualifications of Key Personnel ...................................................................11 Roles and Responsibilities of Personnel................................................................................14 Staff Availability and Licensure..............................................................................................15 Subconsultants......................................................................................................................15 The Team..............................................................................................................................15 Organizational Chart..............................................................................................................16 Detailed Work Plan ...................................................................................................................17 LLG’s Approach To On-Call Municipal Services ....................................................................17 Proposed Method to Accomplish Work..................................................................................18 Scope of Services .................................................................................................................19 Appendices ...............................................................................................................................22 City of Brea | Linscott, Law & Greenspan, Engineers 1

QUALIFICATIONS, EXPERIENCE AND REFERENCES
LG2WB Engineers, Inc., dba Linscott, Law & Greenspan, Engineers (LLG) understands the City of Brea’s intent to select a firm to provide a variety of on-call municipal traffic engineering services.

LLG has assembled a service delivery team for the City of Brea led by David Roseman, T.E., Managing Principal, and comprised of 15 engineers and planners from our Pasadena and Irvine offices. The LLG team proposed here within has all the qualifications, knowledge, and experience necessary to meet the City’s total traffic and transportation engineering service needs.

LLG has been providing transportation planning and traffic engineering design services to public and private sector clients throughout our almost 60-year history. As you are aware, LLG currently provides on-call traffic engineering services to several municipalities throughout Southern California, including the City of Brea. LLG also provides municipal engineering services to the City of Cypress, City of Long Beach, City of Anaheim, Burbank, City of Torrance, City of Fullerton, and the City of Dana Point, among others. Engineers and planners at LLG have the qualifications, capabilities, and experience to provide our municipal clients with the ability to address any traffic engineering or transportation issue or challenge they may face.

No project, task order, or request is too large or too small at LLG to receive the full attention and effort it deserves to get the job done right the first time. LLG has successfully completed minor safety reviews for a couple of thousand dollars to multi-million-dollar planning and design projects.

At LLG we pride ourselves in providing the highest level of customer service possible; therefore, we have not had a client terminate or file suit against the firm for non-performance in its history.

In addition, at LLG schedules and deadlines are real, we don’t let work languish, rather we assign sufficient resources to get the job done on time and within budget.

We at LLG are excited about this opportunity to highlight our firm’s unique qualifications, abilities, and experience to the City of Brea. We hope with the submittal of this proposal package that the City will decide to retain LLG as a part of the City’s technical team so that we can continue to demonstrate our knowledge, abilities and excitement for the challenges of providing traffic engineering services to the City.

City of Brea | Linscott, Law & Greenspan, Engineers 2

FIRM PROFILE
LG2WB Engineers, Inc., dba LLG is a California
Corporation (incorporated in 1984) and was
founded in 1966 by Phil Linscott, P.E. LLG is a
well-respected firm with our clients and peers. We
are comprised of three offices across Southern
California with over 50 dedicated professionals
who serve our clients through a wide variety of
traffic and transportation projects. LLG Principals,
Associate Principals and senior staff are
recognized experts in the practice of traffic
engineering and transportation planning, and
many possess professional registration in traffic
engineering, civil engineering, or both. Our
diverse experience and expertise enables us to
provide services to both public agencies and the
private sector. Project organization is structured
so that our leadership team maintains direct
involvement from project initiation to completion.

A quality work product and successful outcome is
LLG’s primary objective.

LLG is a private firm and is also a certified Small
Business Enterprise (SBE) with the State of
California. Since our founding in 1966, over
15,000 engagements have been completed
involving a wide variety of projects throughout the
California, with the core of our practice in Orange
County. We are a qualified team of professionals
that will provide the City of Brea with innovative,
highly effective and comprehensive consultancy
services for future On-call municipal contract
services. A sampling of LLG’s specialties are
listed to the right.

LLG’S SPECIALTIES INCLUDE :
• On-Call Municipal Services
• Contracting/Construction Support
• Traffic Signal and
Communication Design
• Signal Timing and ITS
• Streetlighting Design
• Traffic Signing/Striping Design
• Construction Zone Traffic Control
Plans
• Neighborhood Traffic Calming
• Peer Reviews and Plan Checking
• Public Outreach and Commission
Meetings Representation
• CEQA Traffic Impact Analysis
• SB 743/VMT Analyses and
Travel Demand Modeling
• Site Access/Circulation Design
• Traffic Safety Studies, Roadway
Safety Audits, LRSPs
• Complete Streets, Multimodal,
and Active Transportation
Mobility and Safety Analyses
• Traffic Signal Warrant Studies
• TMC Operations and System
infrastructure Support
City of Brea | Linscott, Law & Greenspan, Engineers 3
The work for this engagement will be provided primarily by the Pasadena office with support from our Irvine office. These two offices employ a total of 28 professional staff capable of completing any traffic engineering assignment. Invoicing for these consultation services will be handled through our Pasadena office with support from our Corporate office in Irvine. The office information is as follows:

Consultation and Invoicing Provided Via:
• Pasadena Office:
600 South Lake Avenue, Suite 500, Pasadena, CA 91106; (626) 796-2322 • Irvine Office:
2 Executive Circle, Suite 250, Irvine, CA 92614; (949) 825-6175 Other LLG Office:
• San Diego Office:
4542 Ruffner Street, Suite 100, San Diego, CA 92111; (858) 300-8800 Firm’s Contacts: David Roseman, P.E., Managing Principal will serve as primary contact and team leader for work efforts associated under the contract and Daniel A. Kloos, P.E., Principal, will serve as Principal support to Mr. Roseman and be responsible for quality assurance/quality control for all City deliverables.
• David A. Roseman, P.E.

Phone: (626) 796-2322 ext. 226
Email: [email protected]
• Daniel A. Kloos, P.E.

Phone: (949) 825-6175 ext. 238
Email: [email protected]
RFP Acknowledgment: Mr. Roseman, P.E. has thoroughly reviewed the Required Services for On-Call Traffic Engineering services. We hereby collectively acknowledge each and every work element listed under the required services, and attest that the proposed service delivery team has the necessary skills and experience to conduct the work outlined during the contractual agreement period. We have reviewed the Addendum published on 9/8/2025. We have reviewed the terms of the City’s RFP including the sample professional consulting services agreement and accept all terms and conditions.

City of Brea | Linscott, Law & Greenspan, Engineers 4
Firm’s Financial Stability: The firm is very strong financially and we possess the resources and capability to complete any amount of work the City may request without the need for advances or service retainers. During our firm’s almost 60-year history, the firm has not declared bankruptcy, has maintained sufficient liquidity and has an “excellent” credit rating with Dun & Bradstreet. The Board of Directors of LG2WB Engineers, Inc. – all of whom are active Principals in the Company – report that there are no matters of threatened or pending litigation, office closures, or mergers that would impede our ability to provide services to the City. LLG is a privately held company, is financially sound, and has not had any contract terminated by any public agency. Our firm’s most recent financial statement can also be provided upon request. LLG also enjoys excellent employee morale which tends to lead to long employee tenures with the firm. Matter of fact, LLG was recognized nationwide by ZweigWhite as a Top Ten “Best Firm to Work For” in its class. LLG also meets or exceeds the City’s minimum insurance requirements outlined in the RFP. The Federal ID No. for LG2WB Engineers, Inc., is 33-0069872.

REPRESENTATIVE EXPERIENCE
Why Should the City of Brea Select LLG?
The City of Brea would continue to be well-served by Mr. David Roseman and the LLG team as further outlined in this response package. We are proud to present the following highlights of our consultation attributes which are integral to the success of every engagement:
• Active Participation on Every Level - The project team members bring technical expertise and strong managerial experience to fully address key issues and deliver innovative highquality service. Mr. Roseman will be involved in every project and can provide written updates on the progress of work efforts and issues, since communication is paramount on all types of transportation planning and traffic engineering projects. As one of the longest standing transportation planning and engineering firms in the greater Los Angeles and Southern California region, we have the staffing size that allows us to always be available and responsive. We are capable of handling multiple task orders simultaneously. • Project Experience and Technical Competence - Having completed thousands of transportation studies and active community transportation projects, we are prepared to address the critical issues and provide comprehensive consulting services for any on-call task. We pride ourselves on our capabilities of providing innovative approaches and accurate technical analyses. We possess all the required qualifications, competence, capabilities and licensure to provide well-rounded comprehensive consulting services.

City of Brea | Linscott, Law & Greenspan, Engineers 5
• Levels of Conformance - We have provided all relevant information requested by the City and fully conform to all aspects of the City’s Request for SOQs. • Cost & Best Value - Value to our clients is paramount. We also understand that value comes from both tangible and intangible actions through the project process. Our business and strategic plans stem from this value and believe the City of Brea team will greatly benefit from our consultation which will be provided in the public’s best interest. • References - We strongly encourage the City of Brea contact our references.

ON-CALL TRAFFIC ENGINEERING SERVICES
LLG currently provides on-call municipal engineering and staff augmentation services to the cities of Brea and Cypress, where Mr. David Roseman serves as the City Traffic Engineer. LLG transportation engineering and planning staff have provided a variety of municipal engineering services including but not limited to Engineering & Traffic Surveys, crossing guard evaluation studies, school safety studies, safety investigations, warrant studies, neighborhood traffic calming plans, transportation design services for signals/intersections/roadways, transportation modeling and simulation, review of transportation impact studies, review of General Plan/Master Plan/Specific Plan studies, review of development projects, and representation and presentations at Committee, Commission, and Council meetings. LLG continues to be responsive and capable of providing for all traffic engineering needs of the City and the Public Works Department may have.

TRAFFIC SIGNAL AND STREET LIGHTING
Encino Courtyard Traffic Signal: Preparation of traffic signal plans, street lighting plans, and signing/striping plans for the intersection of Ventura Boulevard/Andasol Avenue in the City of Los Angeles. Prior to preparation of the construction documents, prepared traffic signal warrant analysis and traffic control report for the City of Los Angeles to justify installation of a new traffic signal at the intersection.

City of Fullerton Traffic Signal Improvements: City of Fullerton Traffic Signal Improvements:

Preparation of traffic signal plans, street lighting plans, and signing/striping plans for the intersections of Euclid and Rosecrans, Lemon and Valencia, Harbor and La Entrada, and Lemon and Liberty. Prior to preparation of the construction documents, prepared traffic signal warrant analysis and traffic control reports justifying installation of new or modification of existing traffic signals at the identified intersections.

City of Brea | Linscott, Law & Greenspan, Engineers 6

SIGNAGE AND STRIPING PLANS
Baldwin Park Zocalo: Preparation of signing/striping plans associated with the narrowing of Pacific Avenue and vacation of an existing street for the Baldwin Park Zocalo Civic Center project.

Prior to preparation of the construction documents, prepared a transportation assessment and a traffic control warrant analysis to evaluate adjacent intersection operations near the project site.

ITF West: Preparation of signing/striping, traffic signal, and street lighting plans associated with the Intermodal Transportation Facility West for Los Angeles World Airports. Required coordination with LADOT and the multiple adjacent projects currently underway in the LAWA area.

TRAFFIC SIGNAL COMMUNICATIONS
Sakioka Business Park: Preparation of two traffic signal installation plans, one traffic signal modification plan, signal timing plans, and fiber optic communication plans for new fiber lines along two corridors adjacent to the project site as well as internal project roadways associated with the Sakioka Business Park development in the City of Oxnard. .

Harbor RTSSP: Provide TMC upgrades and system network integration. Provide operational improvements of local signal intersections. Implement and fine tune traffic signal local & coordination timing, develop traffic signal design modification plans, specifications and estimates for the improvements, provide system integration services and related technical assistance.

Provide design and integration of communications fiber plans. Provide complete systems training to all agency staff members. Construction support includes System Integration & Construction Management, Signal Timing & Field Review, Operation and Maintenance. Coordination with City of Fullerton and City of Yorba Linda.

ENGINEERING AND TRAFFIC SURVEY
City of Irwindale: LLG completed a city-wide Engineering and Traffic Survey for the City of Irwindale to assess all 44 roadway segments. The speed limits for five segments were recommended to be changed as a result of the study. LLG conducted radar speed surveys, collected average daily traffic volumes, and obtained and analyzed the collision history for all study locations. LLG staff conducted field reviews of each location to confirm field conditions and inventory roadway features not in the City’s existing GIS maps as well as to better understand who the roadway users are and typical driver behavior. LLG recommended speed limits in compliance with the requirements of the California Vehicle Code (CVC) and the California Manual of Uniform Traffic Control Devices (CA MUTCD).

City of Brea | Linscott, Law & Greenspan, Engineers 7
City of Cypress: LLG prepared a letter extending the City of Cypress’s 2019 Engineering and Traffic Survey up to 14 years. The City’s 62 roadway segments were reviewed in order to determine eligibility for the extension. Pursuant to that review, the speed limits throughout the City were extended to year 2033. In consultation with City staff, two roadway segments were identified for resurveys in order to determine if the speed limits could be lowered based on the current CVC and CA MUTCD which reflect the provisions of AB 43 and AB 1938. As a result of the resurvey, the speed limits were recommended to be lowered by 5 MPH on both roadway segments. LLG staff presented the findings to the City’s Traffic Commission, resulting in the unanimous recommendation that the City Council adopt the recommended speed limits. City Council approved the lower speed limits in September 2024.

TRANSPORTATION IMPACT STUDY REVIEWS, CITIES OF BREA, CYPRESS AND

FULLERTON, CA
As part of the on-call municipal engineering and staff augmentation services provided to the Cities of Brea, Fullerton and Cypress, LLG staff has reviewed various Transportation Impact Studies prepared for the environmental review of development projects under the California Environmental Quality Act (CEQA). LLG staff has reviewed and provided feedback on the study scope of work, analysis assumptions (e.g., project trip generation forecasts, future cumulative conditions forecasts, etc.) and findings of the studies, and worked with the project development teams to identify appropriate mitigation measures and physical infrastructure improvements, when needed. LLG’s review services have included providing written comments and attending virtual meetings with both the study preparers and City staff.

CLIFFWOOD AVENUE NEIGHBORHOOD TRAFFIC CALMING ACTION PLAN, CITY OF

BREA, CA
On behalf of the City of Brea, LLG prepared a neighborhood traffic calming study for the residential neighborhood generally bounded by State College Boulevard, Lambert Road, and Cliffwood Avenue. The study was initiated in response to on-going community complaints regarding speeding and cut-through trips through the neighborhood. Consultation provided in conjunction with the traffic calming study included holding four meetings with a Working Group consisting of various stakeholders including residents and City staff, implementation of signal timing changes to curtail aggressive driver behavior (e.g., increasing pedestrian crossing times, adjusting yellow and all-red clearance intervals, increasing minimum green time for minor streets, etc.), preparing a list of 14 additional recommendations to address the community’s concerns, holding a virtual City of Brea | Linscott, Law & Greenspan, Engineers 8
community meeting to present the recommendations, and circulating a community-wide online survey to invite feedback on the recommendations. Due to the occurrence of the Covid-19 pandemic, traditional traffic data gathering and analysis was determined to be infeasible, so the study relied on a collaborative, neighborhood-centric approach founded on in-person reviews by technical staff in order to identify the recommended improvements. In response to the results of the community survey, a Traffic Calming Action Plan was developed which consisted of four phases, beginning with signing and striping modifications, progressing to street modifications (e.g., adding street trees, installing school crosswalks and speed humps, and upgrading pedestrian access ramps), and concluding with signal modifications which could be folded into existing capital improvement projects as well as modifications which would require pursuing additional OCTA Measure M grant funding. The Traffic Calming Action Plan was approved by Brea City Council in 2021.

SB 743 VEHICLE MILES TRAVELED (VMT) CONSULTATION, VARIOUS CITIES AND

CONSTITUENTS
LLG formed a working group in 2017 for the purpose of developing the firm’s expertise in vehicle miles traveled (VMT) analysis in compliance with Senate Bill (SB) 743. Members of the working group participated in the preparation of the ITE San Diego Sections “Guidelines for Transportation Impact Studies in the San Diego Region” in 2019 and have presented on the topic at ITE conferences. LLG staff has also presented on the implementation and implications of VMT impact analysis to various cities in Los Angeles, Orange, and Ventura Counties as well as land use attorneys, land use planners and expeditors, and university students. The working group produced multiple white papers regarding VMT analysis and impact methodologies, including most recently a paper summarizing the updates to the California Air Pollution Control Officers Association’s (CAPCOA) Handbook for Analyzing Greenhouse Gas Emission Reductions, Assessing Climate Vulnerabilities, and Advancing Health and Equity, published in December 2021. LLG has also developed a proprietary in-house tool for evaluating VMT reductions resulting from the Transportation Demand Management (TDM) measures provided in the 2021 Handbook to assist staff with preparing mitigation calculations.

City of Brea | Linscott, Law & Greenspan, Engineers 9

City of Brea | Linscott, Law & Greenspan, Engineers 10

REFERENCES
LLG welcomes the City of Brea to contact our references and reaffirm our firm’s integrity, reputation, and qualifications as well as fiscal responsibility as it relates to municipal transportation planning and transportation engineering/design consultation services previously and currently provided through our team.

City of Dana Point On-Call Traffic Engineering Services Mr. Matthew Sinacori, P.E., Director of Public Works/City Engineer City of Dana Point Public Works Department
33282 Street of the Golden Lantern, Dana Point, CA 92629 (949) 248-3574, [email protected]
City of Fullerton On-Call Traffic Engineering Services
Mr. Stephen Bise, PE, TE, Director of Public Works
City of Fullerton Traffic Division,
303 W. Commonwealth Ave., Fullerton, CA 92832,
(714) 738-6858, [email protected]
City of Cypress On-Call Traffic Engineering Services
Mr. Daniel Co, P.E., Acting City Engineer
City of Cypress
5275 Orange Avenue, Cypress, CA 90630
(714) 229-6740, [email protected]
City of Brea | Linscott, Law & Greenspan, Engineers 11

PROPOSED STAFF AND ORGANIZATION
For this On-Call municipal services contract, LLG’s Principal, Mr. David Roseman, P.E., is proposed to serve as the City’s main contact and will be responsible for either preparing or directing all consultation related to this contract. Mr. Roseman will oversee the day-to-day work efforts and will utilize LLG’s Senior planning and design staff, as well as appropriate support staff, for the successful completion of engagements under this contract. Mr. David Langstaff will support Mr. Roseman as needed and/or requested on various transportation planning efforts, including specialized surveys and investigations, and should Mr. Roseman be unavailable for any reason. Mr. Daniel Kloos, P.E., will provide additional Principal support and quality assurance/quality control for all City deliverables.

EXPERIENCE AND QUALIFICATIONS OF KEY PERSONNEL
MR. DAVID A. ROSEMAN, P.E., Managing Principal of the Pasadena office, will serve as Principal-in-Charge for project assignments and will be responsible for the successful completion of the projects. Mr. Roseman holds a Bachelor of Science in Civil Engineering from California State University and is a licensed Traffic Engineer in the State of California. Mr.

Roseman has over 38 years of experience, with the majority of his experience coming from the public sector. As the Traffic & Transportation Administrator/City Traffic Engineer for the City of Long Beach for 13 years, Mr. Roseman was responsible for the oversight of all aspects of transportation and mobility, traffic engineering and parking. Mr. Roseman currently serves as the City Traffic Engineer for the Cities of Brea and Cypress and serves as a Contract Traffic Engineer for the City of Fullerton.

MR. DANIEL A. KLOOS, P.E., Principal of the Pasadena office, will provide additional Principal support and quality assurance/quality control for all City deliverables. Mr. Kloos has over 25 years of experience in the preparation of transportation planning analysis, traffic impact studies and parking studies. Mr. Kloos is a licensed licensed Traffic Engineer in the State of California. Mr. Kloos holds a Bachelor of Science (BS) in Civil Engineering from the University of California, Irvine.

Years of Experience:
26 Years
Years With LLG:
26 Years
Years of Experience:
38 Years
Years With LLG:
5 Years
City of Brea | Linscott, Law & Greenspan, Engineers 12
MR. DAVID LANGSTAFF, Senior Transportation Analyst, will support Mr.

Roseman as needed and/or requested on various transportation planning efforts, including specialized surveys and investigations, and should Mr.

Roseman be unavailable for any reason. Mr. Langstaff has over 41 years of experience overseeing all aspects of traffic engineering, including but not limited to traffic safety enhancement, private & public development, parking management, work area traffic control, traffic calming, on-street parking regulation, grant funding, overlimit truck permitting, and interagency project coordination. Mr. Langstaff provides specialized experience with institutional knowledge in municipal government as a result of a long-standing tenure with the City of Fullerton’s Traffic Engineering Department.

MR. FELIPE ORTEGA, IMSA, Senior Signal System Specialist, will be responsible for Traffic Signal Systems, Construction, and ITS support. He has over 26 years of experience and is a registered IMSA Transportation Center System Specialist Level I and IMSA Traffic Signal Senior Field Technician, Level III. Mr. Ortega is an essential member of our team, not only because of his expertise in signal systems, timing, communications, and systems integration, but he is a valuable link to city and agency staff.

He trains engineering and maintenance staff in the use of system hardware and software (including newly installed traffic systems and TMC equipment). He also provides essential support for LLG clients, both onsite and remotely, in design implementation, purchasing consultation, and lastmile integration of signal systems, controllers and TMC hardware. Mr.

Ortega’s has extensive experience and knowledge in all facets of communications infrastructure, as well as the installation and configuration of software and hardware for nearly every type of communications system in use throughout Southern California.

Years of Experience:
28 Years
Years With LLG:
4 Years
Years of Experience:
41 Years
Years With LLG:
4 Years
City of Brea | Linscott, Law & Greenspan, Engineers 13
MR. JEREMY MEMPIN, Transportation Engineer III, will be responsible for Transportation Design. He earned his Bachelor of Science in Civil Engineering from the University of California, Irvine and has over 9 years of experience working on traffic engineering projects throughout the Southern California region. Mr. Mempin has experience in the preparation of traffic impact studies for a variety of land uses, site access and operational plans, and parking studies, as well as experience in the design of traffic signals, street lighting, signing and striping and traffic control plans. In addition, Mr. Mempin has experience in preparation of Local Road Safety Plans (LRSP) and Active Transportation Plans (ATP).

MS. FRANCESCA BRAVO, Senior Transportation Engineer, will be responsible for Planning and Studies. Ms. Bravo has over 27 years of traffic engineering and transportation planning experience, with particular emphasis on the preparation of traffic impact studies and parking studies for both public agencies and the private sector for a variety of project developments in the greater Los Angeles region and areas of Ventura County and San Bernardino County. Ms. Bravo has also worked on projects located in the County of Oahu, Hawaii and the County of Maui, Hawaii. Ms. Bravo holds a Bachelor of Science (BS) degree in Civil and Environmental Engineering from the University of California, Los Angeles.

MS. TRISSA ALLEN, P.E., RSP, Senior Transportation Engineer, will be responsible for Active Transportation, Bikeways and Safety. Ms. Allen has over 30 years of experience in the preparation of transportation planning analysis, traffic impact studies, and parking studies for a variety of land uses, site access and traffic operational plans, parking management plans, multimodal plans (Complete Streets), Local Roadway Safety Plans (LRSPs), and Active Transportation Plans (ATPs). She is a licensed Traffic Engineer in the State of California and certified Road Safety Professional.

Her breadth of experience includes traffic and parking evaluation for a wide array of mixed-use development programs with unique tripmaking and parking characteristics.

Years of Experience:
27 Years
Years With LLG:
22 Years
Years of Experience:
34 Years
Years With LLG:
27 Years
Years of Experience:
9 Years
Years With LLG:
9 Years
City of Brea | Linscott, Law & Greenspan, Engineers 14

ROLES AND RESPONSIBILITIES OF PERSONNEL
LLG has assembled a highly qualified and diverse team to provide professional municipal traffic engineering services to the City and the organization chart is contained within this Section. While Mr. Roseman will be responsible for the day-to-day oversight of all City work efforts and engagements, he will also rely on the experience and expertise of the identified key personnel, as well as other LLG team members for various work tasks under this contract. Key personnel will be available to the extent proposed for the duration of this contract. No person designated as “key” to this contract shall be removed or replaced without the prior written concurrence of the City. A listing of potential work tasks along with the suggested staff is included below:

POTENTIAL WORK TASK STAFF
Traffic Signal Design Jeremy Mempin (Irvine Office)
Traffic Control/Detour Design Jeremy Mempin (Irvine Office) Conceptual Plans Lexy Wu, E.I.T.

Signing & Striping/Geometric Plan Design Jeremy Mempin (Irvine Office) Review of Traffic Engineering Plans David Roseman, P.E.

Constructability Reviews Jeremy Mempin (Irvine Office)
Traffic Control Systems Felipe Ortega, IMSA Lvl III
Traffic Signal Timing Felipe Ortega, IMSA Lvl III
Traffic Signal Inspections Jim Sahagun, IMSA
Review of Land Development Projects David Roseman, P.E.

Project Management David Langstaff
Transportation Impact Studies Alfred C. Ying, P.E., PTP Multiagency Coordination Francesca S. Bravo
Code Analysis and Ordinances David Langstaff
VMT Screening/Analysis Alfred C. Ying, P.E., PTP
Pedestrian/Bicycle Studies Trissa Allen, P.E., RSP
Parking Studies Francesca S. Bravo
Safety Studies/Accident Analysis Chin S. Taing, PTP, RSP Big Data Analysis Chin S. Taing, PTP, RSP
Traffic Signal Warrant Studies Amrita Shankar, E.I.T.

Presentations/Agency Meetings David Roseman, P.E./David Langstaff Miscellaneous As-Needed TE Tasks David Roseman, P.E./David Langstaff City of Brea | Linscott, Law & Greenspan, Engineers 15

STAFF AVAILABILITY AND LICENSURE
Name Availability License
David Roseman 40% TR 1585
Daniel A. Kloos 15% TR 2200
David Langstaff 40%
Felipe Ortega 25% IMSA 102877
Jeremy Mempin 25%
Francesca Bravo 25%
Trissa Allen 25% TR 2231
Jim Sahagun 25% ZZ 141567

SUBCONSULTANTS
As needed, LLG will also utilize subconsultants for traffic count data collection services. Such services may include conducting manual turning movement counts, automatic 24-hour machine traffic counts, vehicle/truck classification counts, pedestrian counts, parking inventories, parking accumulation and/or utilization surveys, traffic speed surveys, etc. It is anticipated that traffic count subconsultants will be utilized for both the preparation of transportation planning studies as well as other specialized studies, if needed or requested. LLG has successfully worked with the listed subconsultants for several decades. Listed below are the subconsultant firms for traffic data services:
• Counts Unlimited, Inc., Corona, CA
• City Traffic Counters, Pasadena, CA
• The Traffic Solution, Arcadia, CA
• National Data & Surveying Services, Los Angeles, CA

THE TEAM
LLG has assembled a highly qualified and diverse team to provide professional municipal traffic engineering services to the City of Brea, with many of our key personnel having two to three decades of public and private sector experience. The LLG team organizational chart is provided on the following page.

City of Brea | Linscott, Law & Greenspan, Engineers 16

ORGANIZATIONAL CHART
City of Brea | Linscott, Law & Greenspan, Engineers 17

DETAILED WORK PLAN
LLG’S APPROACH TO ON-CALL MUNICIPAL SERVICES
LLG is a multi-disciplinary transportation planning and engineering firm that has completed over 15,000 planning and design projects since our founding in 1966. We have over fifty planners and engineers working out of three offices across Southern California. It is our client centric approach to every project we undertake, no matter how small or large, that ensures quality work products submitted on time and within budget. Our approach to project delivery focuses on clear and concise communication, accuracy of work products, insightful observations, innovative solutions, and value-added interactions and options.

LLG currently provides on-call municipal engineering and staff augmentation services to several cities in Southern California including the City of Irwindale, City of Los Angeles, City of Long Beach, City of Brea, City of Cypress, and the City of Dana Point to name a few. LLG has also provided thousands of traffic engineering design plans for various infrastructure projects including new and modified traffic signals, wired and wireless communications, street lighting, signing and striping, and construction detours. It is this extensive transportation design experience that enables us to understand the complexities and implications of various traffic signal, communications, and ITS upgrades. In addition, LLG is also best known for our thorough transportation analyses
associated with thousands of traffic study reports and
environmental documents submitted to jurisdictions
across Southern California, including several
development projects in the North County Area.

LLG’s general approach to all municipal services
focuses on communication, insightful and accurate
services, timely delivery of work products, and early
anticipation of issues. We understand that the City expects timely and accurate deliverables and as such our project managers are committed to keeping projects on track and within budget. Having successfully completed several thousand transportation projects in Southern California, we are prepared and able to address critical political and technical issues facing cities today.

Discussion
(Start)
Desire
Discovery
Design
(End)
Project Process
Philosophies
City of Brea | Linscott, Law & Greenspan, Engineers 18

PROPOSED METHOD TO ACCOMPLISH WORK
LLG’s general approach to the conduct of municipal engineering services focuses on communication, insightful observations, accurate work products, timely delivery of work products, and early anticipation of issues. The service delivery team under the leadership of Mr. Roseman understands that each City Task Order, involving investigation, study, or review of a project will demand sensitivity to political issues or concerns that may involve several parties, agencies, or jurisdictions. Therefore, having the right people and resources devoted to providing timely, accurate, and politically sensitive deliverables is of paramount importance. Having completed several thousand traffic and transportation investigations and studies throughout the greater Los Angeles and Orange County regions, we are prepared to address the critical transportation issues facing the City today. At LLG we have implemented the following key project management approaches to ensure successful and meaningful outcomes for the City in everything we do:

Effective Project Management - Effective project management involves the management of resources, knowledge and people. We will ensure sound organization of the project team, indepth understanding of the project issues and goals and execution of the project plan.

Innovative High Impact Solutions - The team will work towards providing innovative, comprehensive services to enable the City of Brea to serve as a national model in the practice of transportation planning and engineering. Our professionals and their approach to each and every engagement will foster brainstorming among experts with the overarching goal of providing the City with innovative and high impact solutions.

Regular and Effective Client Communication - LLG’s team would facilitate communication between the City of Brea and various responsible parties. LLG will have a set schedule and will frequently use all forms of communication including teleconferencing, Skype, GoToMeeting, MS Teams, Zoom and email correspondence to expedite management. Written updates on the progress of various engagements will also occur.

Coordination and Communication with all Stakeholders - The team regularly works on projects that involve coordination and communication with multiple agencies. Staff are adept at using standard tracking and reporting tools to ensure each stakeholders’ concerns, progress, and outstanding issues are tracked and addressed appropriately, minimizing unexpected delays by proactively communicating.

Anticipation of Issues - We understand that the smooth progression of any task or project is critical in achieving a successful outcome. We embrace a philosophy of anticipating issues or City of Brea | Linscott, Law & Greenspan, Engineers 19
conflicts before they arise. In certain cases, issues cannot be avoided, and they will be addressed in a positive and affirmative manner immediately.

Clear Graphics - It is critical to illustrate the issues, analysis and results. Our graphics experts, who are instrumental in preparing figures for various critical projects will prepare easy to understand and informative figures.

Well-Documented Reports/Plans - Our team has prepared several thousand reports and plans, many of which are under the responsibility of Dave Roseman. Our team specializes in putting the technical elements of the report into a format that our clients and the public can easily understand.

Quality Assurance/Quality Control - LLG has a standard practice of quality control that involves both senior and Principal level staff members. Every deliverable to the City will be reviewed before leaving our office as part of our Standardized Quality Control Program.

Schedule and Budget Adherence - We recognize the importance of the project adhering to a set schedule and budget. For each project request, LLG will prepare a scope of work, cost and budget. The schedule will be met and the budget will not be exceeded, unless unforeseen changes in the scope of work arise. In any such cases, we will notify the City immediately prior to completion of such consultation efforts.

Availability and Responsiveness to Client - Our clients demand that we be proactive and responsive and that we effectively work with all team members. As such, all phone calls and emails will be returned within 24 hours. Our size allows us to be both available and responsive.

Project Management Software Utilized – The team has used a multitude of project management software based on client and project needs. Internally, LLG utilizes Ajera, Outlook, ESRI ArcGIS, Bluebeam, and Microsoft Teams on a day-to-day basis to manage all projects.

Technical Software Utilized – LLG has licenses for, has expert competency in, and utilizes the following software: MS Word, MS Excel, AutoCAD, Synchro, HCS, ArcGIS Pro, Bluebeam, AutoTURN, ParkCAD, Adobe Photoshop, Acrobat Pro, and even Lotus from time to time.

SCOPE OF SERVICES
Mr. Roseman has thoroughly reviewed the scope of services provided in the City’s Request for Proposal, “Scope of Services.” We hereby collectively acknowledge each and every work element listed and attest that the proposed service delivery team has the necessary skills and experience to conduct the work outlined. Additionally, Mr. Roseman, having performed the role of City Traffic Engineer for the City of Long Beach for 13 years and currently performing that role for the City of Brea on a part-time basis, has all the qualifications, capabilities, and licenses necessary to successfully perform the Scope of Work. Mr. Roseman and the entire LLG service City of Brea | Linscott, Law & Greenspan, Engineers 20
delivery team is looking forward to meeting the challenges that arise in the City of Brea in a seamless, efficient, and transparent manner. The following is a brief overview discussion of key aspects of the scope of service elements. The discussion that follows will focus on the LLG’s service delivery team’s experience and approach in providing services in each of the identified areas.

Traffic and Transportation Design
LLG has a strong senior design team with extensive experience in the preparation of traffic signal installation/modification plans, street lighting plans, traffic signal interconnect plans, signing and striping (geometric) design plans, roundabout design as well as traffic control/detour plans associated with construction zones. Our design professionals are experts within the industry, understand and employ the standards of the industry, and are solution oriented. LLG’s design team professionals possess the ability to complete plans in challenging and congested environments (e.g., railroad crossings and unique street geometry). The LLG team has the capability to prepare designs that are consistent with the City’s long range planning goals that focus on mobility and system connectivity needs with the intent of creating a system in which all modes of travel (e.g., transit, bicycle, pedestrian, etc.) can co-exist in a safe and efficient manner.

Traffic Signal System Monitoring and Support Services
Traffic patterns in a city like Brea are consistently changing in response to school schedules, holiday shopping, special events, construction activities, freeway and arterial crashes, and the development and regional growth that occurs. In light of this, frequent monitoring of the traffic signal system operations and signal timing is important to keep the City’s arterials moving as efficiently as possible. Familiarity with traffic signal control hardware and software, video and control systems, as well as the communications, networking and security systems is also must.

Members of the LLG service delivery team also have extensive experience with Synchro traffic simulation software and thus we can, if the City so desires, develop and maintain a citywide Synchro model of the traffic control system for use in various transportation study efforts. Given Mr. Roseman’s extensive experience operating advanced traffic signal, communications, and video systems in Los Angeles and Long Beach, he brings an important capability and perspective to the job for the City of Brea. Mr. Roseman and the experienced team of engineers and technicians at LLG will provide the traffic management oversight that the City team requires. The team has the capability to not only troubleshoot and address problems as they arise but recommend new traffic control strategies to improve traffic operations.

City of Brea | Linscott, Law & Greenspan, Engineers 21
Specialized Traffic Engineering Investigative and Study Services Mr. Roseman and the LLG service delivery team has the unique qualifications and experience to provide the City with specialized research, transportation planning studies, and traffic engineering investigation services. Such studies and services range from simple stop-sign and traffic signal warrant analyses, to parking studies, to Engineering and Traffic Surveys, to collision and traffic safety evaluations, to complicated simulated traffic modeling evaluations. No matter the type or scope of the traffic or transportation investigation or study the City desires, the LLG service delivery team has most certainly performed it successfully for one or more of our municipal clients.

We at LLG do not just conduct research and studies and leave it up to others to draw conclusions, we conduct such studies on the investigative search for the right recommendation for the City.

We at LLG will always provide the City with a comprehensively complete and thorough evaluation of issues and concerns accompanied with justifiable recommendations that make sense and are designed to completely address the problem or concern at hand.

Land Development Reviews
LLG has prepared thousands of transportation impact studies for both public and private sector clients for almost 60 years. As such, the LLG service delivery team is more than qualified to conduct or peer review land development proposals and their corresponding site plans, access schemes and environmental support documentation for projects located within, and in the vicinity of, the City. LLG also has in-house transportation modelers and computer resources that can be used to maintain and update the City’s Traffic Model for use in analyzing development projects or proposed transportation improvement projects. LLG is also an industry leader in the conduct of vehicle miles traveled (VMT) studies that are required of large agencies and will soon be required as a part of the environmental review process for all cities. Ensuring that land development projects are well designed and that applicants implement the required and appropriate transportation improvements to reduce vehicular congestion and mitigate their VMT impacts through mitigation measures that support alternative travel modes and travel demand reductions, will be prime responsibility of Mr. Roseman. The entire LLG service delivery team stands ready to support Mr. Roseman on these important development review work efforts.

City of Brea | Linscott, Law & Greenspan, Engineers 22
Complete Streets Design Services
Mr. Roseman and Ms. Trissa Allen bring a wealth of compete streets experience having been leaders at implementing and managing pedestrian, bicycle, transit, and other alternative mode projects and programs in both Los Angeles and Long Beach. As the City Traffic Engineer in Long Beach, Mr. Roseman was the City’s representative on Long Beach Transit’s Board of Directors and is the signatory on the construction documents for some of the most pioneering, innovative, and politically visible bicycle and pedestrian projects in all of Southern California. Under Mr.

Roseman’s leadership he has implemented the region’s first part-time pedestrian scramble intersection, first bicycle boulevard, the first cycle track, and the first application of colored pavement. There is no other municipal consultant team available to the City with more real experience successfully implementing innovative complete streets projects. The entire LLG service delivery team is committed to consider alternative transportation in every investigation, study and design we complete for the City.

Other Traffic Engineering Consultation Services
With the proposed LLG service delivery team the sky is the limit with the type and diversity of the traffic and transportation engineering analyses, studies, and design capabilities that can be provided to the City. Our service delivery team is familiar and well-versed with all of the industry standard analysis and study methodologies and we are current on all applicable transportation design standards applicable to municipalities in California. Our engineers and planners are daily users of the California Manual of Uniform Traffic Control Devices (CAMUTCD) and various other manuals and publications from Caltrans, the Institute of Transportation Engineers (ITE), the Federal Highway Administration, the American Association of State Highway and Transportation Officials (AASHTO), and Transportation Research Board. Although familiarity with publications and standards is important, it is equally important to exercise sound engineering judgement in everything one does as an engineer. Mr. Roseman and the service delivery team understands the importance and application of engineering judgement with respect to the practice of municipal traffic engineering and will always provide City managers and leaders with the most appropriate advice and recommendations based on sound engineering judgement.

APPENDICES
The Hourly Rate Fee Schedule, Addendum No.1, and the Status of Past and Present Contract Form are provided in the following pages.

ATTACHMENT

FEE SCHEDULE
Effective July 1, 2025
This Fee Schedule reflects a 15% reduction in LLG normal billing rates.

Consultation in connection with Court appearances will be quoted separately.

The City of Brea will be billed monthly based on the number of expanded hours.

TITLE
Principals

PER HOUR
Principal/Contract Traffic Engineer.......................................................$ 230.00 Transportation Engineers
Senior Transportation Engineer..........................................................................$ 192.00 Transportation Engineer III................................................................................$ 170.00 Transportation Engineer II .................................................................................$ 145.00 Transportation Engineer I...................................................................................$ 125.00 Transportation Planners
Senior Transportation Planner............................................................................$ 170.00 Transportation Planner III ..................................................................................$ 145.00 Transportation Planner II....................................................................................$ 124.00 Transportation Planner I.....................................................................................$ 110.00 Signal System Specialist
Senior Signal System Specialist............................................................................$ 192.00 Signal System Specialist III...............................................................................$ 170.00 Signal System Specialist II................................................................................$ 145.00 Signal System Specialist I.................................................................................$ 125.00 Technical Support
Senior Transportation Analyst.….......................................................................$ 145.00 Engineering Associate II....................................................................................$ 123.00 Engineering Associate I......................................................................................$ 119.00 Engineering Computer Analyst II.......................................................................$ 117.00 Engineering Computer Analyst I........................................................................$ 93.00 Senior CADD Drafter.........................................................................................$ 119.00 CADD Drafter III...............................................................................................$ 111.00 CADD Drafter II ................................................................................................$ 98.00 CADD Drafter I..................................................................................................$ 83.00 Senior Engineering Technician ..........................................................................$ 119.00 Engineering Technician II..................................................................................$ 111.00 Engineering Technician I ...................................................................................$ 84.00 Word Processor/Secretary ..................................................................................$ 78.00 Engineering Aide I.............................................................................................$ 60.00

09-22-2025

CITY OF BREA
Municipal Traffic Engineering Services RFP, August 2025 Status of Past and Present Contracts Form
On the form provided below, Offeror shall list the status of past and present contracts where the firm has either provided services as a prime contractor or a subcontractor during the past five (5) years in which the contract has ended or will end in a termination, settlement or in legal action. A separate form must be completed for each contract.

Offeror shall provide an accurate contact name and telephone number for each contract and indicate the term of the contract and the original contract value.

If the contract was terminated, list the reason for termination. Offeror must also identify and state the status of any litigation, claims or settlement agreements related to any of the identified contracts. Each form must be signed by an officer of the Offeror confirming that the information provided is true and accurate.

By signing this Form entitled “Status of Past and Present Contracts,” I am affirming that all of the information provided is true and accurate.

Signature__________________________________ Date: September 5, 2025 Name: David A. Roseman P.E.

Title: Principal
Project city/agency/other:

Contact name: Phone:

Project award date: Original Contract Value:

Term of Contract:
1) Status of contract:
2) Identify claims/litigation or settlements associated with the contract:

N/A

CITYof  BREA
City Council Regular Meeting
Communication
December 16, 2025
Item No. 5E.

Amendments for Additional As-Needed Arovista Park Services

TO PREPARED BY
Honorable Mayor and City Council Members Wade Whitman, Management Analyst I

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 Amendment No. 2 with Geocon West, Inc. in the amount not-to-exceed $100,000 resulting in a total contract amount not-to-exceed $518,000 for as-needed materials testing, soils inspection and special inspections.

2. Approve Amendment No. 1 with Shucri Yaghi Consulting Engineers, Inc. in the amount not-to-exceed $92,300 resulting in a total contract amount not-to-exceed $140,300 for as-needed structural engineering services.

3. Approve Amendment No. 3 with BKF Engineers in the amount not-to-exceed $30,000 resulting in a total contract amount not-to-exceed $104,100 for as-needed civil engineering services.

4. Approve Amendment No. 1 with Telacu Construction Management in the amount not-to-exceed $80,000 resulting in a total contract amount not-to-exceed $889,479 for as-needed construction management services.

BACKGROUND/DISCUSSION
On March 19, 2024, the City Council awarded a construction contract for the Arovista Park Modernization Project, CIP No. 7978 (Project), for $16,511,884.55, along with eight on-call, as-needed support services for consultants for $1,295,479, for a total approved project budget of $24,126,602. The as-needed support services were budgeted based on a Project completion time of Fall 2025.

On June 17, 2025, the City Council approved additional funding of $168,000 to Geocon West, Inc.'s (GeoCon) previously awarded amount of $250,000, and $32,100 to BKF Engineers' (BKF) previously awarded amount of $42,000 due to soft soil conditions near the flood control channel, necessitating changes to the retaining wall and footing design and additional materials testing, soils inspection, and engineering services. Staff required these oncall service agreements to support the Project as it progressed, managing, answering, clarifying, approving, and providing daily inspections throughout construction, as they are the consulting engineers who designed the plans.

The Project is approximately 50% complete, and delays have occurred, pushing the planned completion to 2026, primarily due to the relocation of a Southern California Edison (SCE) power pole and the contractor's challenges in constructing over 50 walls. Near the northerly portion of the Project on Elm Street, an SCE power pole identified during construction conflicts with the proposed series of Americans with Disabilities Act (ADA) walkways leading to and from the Project. Staff have been working with SCE on relocating this pole early this year, and SCE has provided a relocation date of early December 2025. Once relocated, construction may resume in this part of the Project.

The Project has over 50 walls, with heights ranging from 3 to 15 feet, and a sound wall over 30 feet high. Each requires precision detail with zero errors and no mistakes. The contractor has encountered challenges in constructing a significant number of these walls, requiring additional support from the design and construction management team. To minimize delays, staff has engaged the bonding company to facilitate efficient, expeditious Project delivery and will provide additional oversight of the contractor moving forward.

The Project's original construction schedule allowed 250 working days, commencing on April 29, 2024, and ending on May 14, 2025. Based on actual holidays, weather days, and approved change-order days, the new allowed contract completion date was late July 2025. The contractor has submitted a new completion schedule and estimates a completion date in late Spring 2026. The contractor is committed to completing the remaining work as quickly and efficiently as possible, and therefore staff is requesting additional funds for the previously approved consultants. Staff will pursue recovery of these additional funds at the end of the Project.

Staff prudently requests additional funding to amend existing contracts for several project consultants. By doing so, it will ensure oversight of the project will continue to be supported by a team of professionals with first-hand knowledge of challenges faced in the field. Each of these amendments will be billed on an as-needed basis only.

Descriptions of their services are as follows:

Telacu Construction Management serves as the Construction Management firm, serving and has been the primary conduit for day-to-day Project operations. They have been instrumental in facilitating efforts between the contractor and consultant team and have a broad understanding of the project’s complex history.

GeoCon West, Inc. serves as the primary on-site soils inspector, overseeing the contractor during wall construction, compaction, grading preparation, and overall field coordination.

BKF Engineers serves as the civil engineer of record, clarifying and providing direction to the contractor.

Shucri Yaghi Consulting Engineers serves as the structural engineer of record, reviewing the contractor's plan submittals, field inspections, and design change orders.

FISCAL IMPACT/SUMMARY
The Project is approximately 50% complete, and delays have occurred, pushing the planned completion to 2026, primarily due to the relocation of a Southern California Edison (SCE) power pole and the contractor's challenges in constructing over 50 walls. Due to the delays, staff need to amend several contracts to add additional funds to the current consultants managing the Project.

Previous on-call agreements were awarded to GeoCon for $418,000, Telacu for $809,479, BKF for $74,100, and to Yaghi for $48,000 to provide support services for answering, clarifying, approving, and conducting inspections throughout the construction process, as they are the engineers who designed the project plans. The additional funding requests include $100,000 for GeoCon; $80,000 for Telacu; $30,000 for BKF, and $92,300 for Yaghi to continue their services. The combined additional request is $302,300.

On March 19, 2024, the City Council appropriated $12,668,602 to the Project budget, bringing the total to $24,126,602. One line-item in the Project budget was for the installation of the Westside Restroom/Storage facilities for $500,000. The funding for this item is no longer needed as the City has the $2M Federal grant from the Department of Housing and Urban Development for Arovista Park. These grant funds will install the new westside restroom at Arovista Park.

The combined additional request of $302,300 will draw down from the unused $500,000. Any unspent funds will return to the Project budget. No additional funding is requested for these contract amendments, as sufficient funding is available within the existing Capital Improvement Project budget. Staff will pursue recovery of these additional funds at the end of the Project.

Attachments
Attachment A - Amendment No. 3 BKF.pdf
Attachment B - Amendment No. 2 GeoCon.pdf
Attachment C - Amendment No. 1 Yaghi.pdf
Attachment D - Amendment No. 1 Telacu.pdf
Amendment No. 03
to Professional Services Agreement
This Amendment to the Professional Services Agreement dated Wednesday, April 30, 2025, is made and entered into thisTuesday, December 16, 2025 by and between the City of Brea ("City") and BKF Engineers, ("Consultant").

RECITALS
A. On or about Wednesday, April 30, 2025 and Consultant entered into an agreement for Professional Services, whereby Consultant agreed to provide Civil Engineering Services to the City ("Agreement".)
B. By its original terms, or by amendment(s), the Agreement will expire upon satisfactory completion of the Services and provided for compensation in the lumpsum not-to-exceed amount of $ 74,100.00.

C. The parties desire to memorialize their desire to extend the term of the Agreement. The parties desire to provide for additional compensation payable to Contractor for additional work in the amount of $ 30,000.00.

AGREEMENT

1. Notwithstanding any provision of the Agreement: the term of the Agreement is hereby extended and shall expire upon satisfactory completion of the Services . Notwithstanding any provision of the Agreement: compensation payable to Contractor, calculated as a flat amount, or as an hourly rate, as applicable, shall be increased by the not-to-exceed amount of $104,100.00.

The scope of services remains unchanged.

2. Except as amended by this Amendment, all other terms and conditions of the Agreement remain unaffected and in full force and effect.

3. The persons executing this Amendment warrant that they are authorized to execute this Addendum and that this Amendment is binding on the parties hereto. [SIGNATURES ON FOLLOWING PAGE]
1 WHEREAS, the parties liave executed this Amendment as o Digital Signatures are acceptable if tliey coriform to all requirements of California Goveriunent Code Section 16.5.

BKF Engineers
Bruce Kirby
President
[email protected]
Date Signed: 12/02/2025
Jason White
Manager
[email protected]
Date Signed: 12/o2/2025
[Corporation: pursuant to California Corporations Code Section 313, botl'+ signaturc lines mtisl be cxcculcd unless the signatory holds at Icasl one of the offices designated on cach line. Limited liability coinpany: Pursriant to Calif'ornia Corporations Code Seciion 17703.01(d), bokli stgnaturc lines must be executed unless thc articles of incorporation statc tliitt tlic firm is managed by only one ma+iager.] City of Brea
BY:

Mayor
@cityofbrea.gov
Attest (if over $50,000)
By:

Victoria Popescu
City Clerk
[email protected]
Date Signed: Date Signed:

Amendment No. 02
to Professional Services Agreement
This Amendment to the Professional Services Agreement dated Tuesday, March 19, 2024, is made and entered into this Tuesday, December 16, 2025 by and between the City of Brea ("City") and GeoCon West, Inc., ("Consultant").

RECITALS
A. On or about Tuesday, March 19, 2024 and Consultant entered into an agreement for Professional Services, whereby Consultant agreed to provide Materials Testing, Soils Inspection, and Special Inspection to the City ("Agreement".)
B. By its original terms, or by amendment(s), the Agreement will expire upon satisfactory completion of the Services and provided for compensation in the lumpsum not-to-exceed amount of $ 418,000.00.

C. The parties desire to memorialize their desire to extend the term of the Agreement. The parties desire to provide for additional compensation payable to Contractor for additional work in the amount of $100,000.00.

AGREEMENT

1. Notwithstanding any provision of the Agreement: the term of the Agreement is hereby extended and shall expire upon satisfactory completion of the Services . Notwithstanding any provision of the Agreement: compensation payable to Contractor, calculated as a flat amount, or as an hourly rate, as applicable, shall be increased by the not-to-exceed amount of $518,000.00.

The scope of Services remains unchanged.

2. Except as amended by this Amendment, all other terms and conditions of the Agreement remain unaffected and in full force and effect.

3. The persons executing this Amendment warrant that they are authorized to execute this Addendum and that this Amendment is binding on the parties hereto. [SIGNATURES ON FOLLOWING PAGE]
1 WHEREAS, the parties have executed this Amendment as of Tuesday, December 16, 2025.

Digital Signatures are acceptable if they conform to all requirements of California Government Code Section 16.5.

GeoCon West, Inc.

By: _____________________________
Jelisa Thomas Adams
Vice President
[email protected]
Date Signed: ________________
By: _____________________________
Willi Lydon
Chief Finance Officer
[email protected]
Date Signed: __2025-12-02___
[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: _____________________________ _____ Victoria Popescu
Mayor City Clerk
[email protected] [email protected]
Date Signed: ________________ Date Signed: _________________ 2 2025-12-02
Amendment No. 01
to Professional Services Agreement
This Amendment to the Professional Services Agreement dated Wednesday, January 31, 2024, is made and entered into this Tuesday, December 16, 2025 by and between the City of Brea ("City") and Shucri Yaghi Consulting Engineers, Inc., ("Consultant").

RECITALS
A. On or about Wednesday, January 31, 2024 and Consultant entered into an agreement for Professional Services, whereby Consultant agreed to provide As-Needed Construction Phase Structural Engineering Services for Arovista Park Modernization Project CIP No. 7978 to the City ("Agreement".)
B. By its original terms, or by amendment(s), the Agreement will expire upon satisfactory completion of the Services and provided for compensation in the lumpsum not-to-exceed amount of $ 48,000.00.

C. The parties desire to memorialize their desire to extend the term of the Agreement. The parties desire to provide for additional compensation payable to Contractor for additional work in the amount of $ 92,300.00.

AGREEMENT

1. Notwithstanding any provision of the Agreement: the term of the Agreement is hereby extended and shall expire upon satisfactory completion of the Services . Notwithstanding any provision of the Agreement: compensation payable to Contractor, calculated as a flat amount, or as an hourly rate, as applicable, shall be increased by the not-to-exceed amount of $140,300.00.

The scope of Services remains unchanged.

2. Except as amended by this Amendment, all other terms and conditions of the Agreement remain unaffected and in full force and effect.

3. The persons executing this Amendment warrant that they are authorized to execute this Addendum and that this Amendment is binding on the parties hereto. [SIGNATURES ON FOLLOWING PAGE]
1 WHEREAS, the parties have executed this Amendment as of Tuesday, December 16, 2025.

Digital Signatures are acceptable if they conform to all requirements of California Government Code Section 16.5.

Shucri Yaghi Consulting Engineers, Inc.

By: _____________________________ By: _____________________________ Shucri Yaghi
President
[email protected]
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: _____________________________ _____ Victoria Popescu
Mayor City Clerk
[email protected] [email protected]
Date Signed: ________________ Date Signed: _________________ 2 SHUCRI YAGHI 12/9/25
Amendment No. 01
to Professional Services Agreement
This Amendment to the Professional Services Agreement dated Tuesday, March 19, 2024, is made and entered into this Tuesday, December 16, 2025 by and between the City of Brea ("City") and Telacu Construction Management, ("Consultant").

RECITALS
A. On or about Tuesday, March 19, 2024 and Consultant entered into an agreement for Professional Services, whereby Consultant agreed to provide Construction Management and Inspection Services for the Arovista Modernization Project CIP No. 7978 to the City ("Agreement".) B. By its original terms, or by amendment(s), the Agreement will expire upon satisfactory completion of the Services and provided for compensation in the lumpsum not-to-exceed amount of $ 809,479.00.

C. The parties desire to memorialize their desire to extend the term of the Agreement. The parties desire to provide for additional compensation payable to Contractor for additional work in the amount of $ 80,000.00.

AGREEMENT

1. Notwithstanding any provision of the Agreement: the term of the Agreement is hereby extended and shall expire upon satisfactory completion of the Services. Notwithstanding any provision of the Agreement: compensation payable to Contractor, calculated as a flat amount, or as an hourly rate, as applicable, shall be increased by the not-to-exceed amount of $889,479.00.

The scope of Services remains unchanged.

2. Except as amended by this Amendment, all other terms and conditions of the Agreement remain unaffected and in full force and effect.

3. The persons executing this Amendment warrant that they are authorized to execute this Addendum and that this Amendment is binding on the parties hereto. [SIGNATURES ON FOLLOWING PAGE]
1 WHEREAS, the parties have executed this Amendment as of Tuesday, December 16, 2025.

Digital Signatures are acceptable if they conform to all requirements of California Government Code Section 16.5.

Telacu Construction Management
By: _____________________________ By: _____________________________ John Clem
President
[email protected]
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: _____________________________ _____ Victoria Popescu
Mayor City Clerk
[email protected] [email protected]
Date Signed: ________________ Date Signed: _________________ 2 CITYof  BREA
City Council Regular Meeting
Communication
December 16, 2025
Item No. 5F.

Site Transfer Agreement of Activated Snorkel Station Heli-Hydrant Land with Sycamore Development Brea 265 LLC

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 the Site Transfer Agreement of Activated Snorkel Station Heli-Hydrant Land with Sycamore Development Brea 265 LLC; and

2. Authorize the Mayor to execute the Site Transfer Agreement upon completion of the legal description of the property, and authorize the City Manager to execute any non-monetary amendments and ancillary documents subsequently required for implementation of the Site Transfer Agreement.

BACKGROUND/DISCUSSION
On July 19, 2022, City Council approved and adopted Resolution No. 2022-058 to certify the Final Environmental Impact Report, Resolution No. 2022-059 to approve General Plan Amendment No. 2022-01, and Resolution No. 2022-060 to approve Specific Plan No. 2022-01 for the Brea 265 Specific Plan Project. Subsequently, on August 16, 2022, City Council approved and adopted Ordinance No. 1229 to approve Zone Change No. 2022-01 and Ordinance No. 1230 to approve Development Agreement No. 2022-01 for the Brea 265 Specific Plan Project. On September 27, 2022, the Planning Commission approved and adopted Resolution No. PC 2022-23 to approve Tentative Tract Map No. 16423 and allow the subdivision of lands for residential, parks, and open space uses to implement the Brea 265 Specific Plan Project. City Council Resolution No. 2022-060, City Council Ordinance No. 1230, and Planning Commission Resolution No. PC 2022-23 was approved with conditions of approval and agreement terms that identify requirements for the Applicant, Aera Energy, LLC, to complete before project milestones. The Brea 265 Specific Plan Project is a phased, master-planned community on approximately 262 acres, including the development of up to 1,100 residential dwelling units with associated park, recreation, and open space amenities. See Attachment A for a Vicinity Map showing the location of the Brea 265 Specific Plan Project for reference.

The Development Agreement No. 2022-01 (Development Agreement) for the Brea 265 Specific Plan Project was recorded with the County of Orange on September 28, 2022. This Development Agreement included terms requiring the Applicant to deed approximately 1,000 square feet of land to the City of Brea, including all easements for access and utility lines, so that the City can construct an Activated Snorkel Station Heli-Hydrant. This Activated Snorkel Heli-Hydrant Land is immediately adjacent to, and is subject to, an existing dedicated easement to the City of Brea for access to the Carbon Canyon Reservoirs and the associated pipeline infrastructure. See Attachment B for a Location Map showcasing the approximate location of the Activated Snorkel Heli-Hydrant Land for reference.

This Activated Snorkel Station Heli-Hydrant, as defined in the Development Agreement, is an approximately 1,000- gallon water tank and related improvements that provide authorized helicopter pilots with easily accessible water during wildfire events.

To implement the terms of the Development Agreement for the Brea 265 Specific Plan Project, Sycamore Development Brea 265 LLC desires to enter into a Site Transfer Agreement to convey the Activated Snorkel Station Heli-Hydrant Land to the City of Brea. See Attachment C for the Site Transfer Agreement of Activated Snorkel Station Heli-Hydrant with Sycamore Development Brea 265 LLC (Grantor). The terms of the Site Transfer Agreement include both a right of reversion to the Grantor under the Development Agreement and a right of the Grantor to relocate the constructed infrastructure in the event of future development of the Grantor's property. If this right of relocation is exercised, the Grantor is fully responsible for relocating the Activated Snorkel Heli-Hydrant and any supporting infrastructure, subject to the terms of the Site Transfer Agreement. This agreement has been reviewed as to form by City staff and the City Attorney.

FISCAL IMPACT/SUMMARY
To implement the terms of the Development Agreement for the Brea 265 Specific Plan Project, Sycamore Development Brea 265 LLC desires to enter into a Site Transfer Agreement to convey the Activated Snorkel Station Heli-Hydrant Land to the City of Brea. The Site Transfer Agreement for Activated Snorkel Station Heli-Hydrant Land has been reviewed for form by City staff and the City Attorney. Per the Development Agreement for the Brea 265 Specific Plan Project, the Applicant shall provide a total financial contribution of $265,000 for the City to commence the design and construction of the Activated Snorkel Station Heli-Hydrant infrastructure within the City of Brea.

There is no fiscal impact to the General Fund resulting from the approval of the Site Transfer Agreement of Activated Snorkel Station Heli-Hydrant Land.

Attachments
Attachment A - Brea 265 Vicinity Map.pdf
Attachment B - Heli-Hydrant Land Location Map.pdf
Attachment C - Site Transfer Agreement.pdf
BREA 265 VICINITY MAP
N
Carbon Canyon Rd.

Lambert Rd.

Location Ma
p
Not to scale
Carbon Canyon Road (SR-142)
Olinda Drive Carbon Canyon Reservoirs Activated Snorkel Heli-Hydrant Land 1 3193039.2

SITE TRANSFER AGREEMENT OF

ACTIVATED SNORKEL STATION HELI-HYDRANT LAND
(Sycamore Development Brea 265 LLC / City of Brea)

This SITE TRANSFER AGREEMENT OF ACTIVATED SNORKEL STATION HELIHYDRANT LAND (“Agreement”) is dated as of December 16, 2025 for reference purposes and is executed by SYCAMORE DEVELOPMENT BREA 265 LLC, a Delaware limited liability company (“Grantor”), and the CITY OF BREA, a municipal corporation organized and existing under the laws of the State of California (“Grantee”), with respect to the following facts:

RECITALS
A. Grantor’s predecessor in interest, Aera Energy LLC, a California limited liability company, and Grantee entered into that certain Preannexation and Development Agreement No. 2022-01, and recorded in the Official Records of Orange County, California as Instrument No. 2022000319537 on September 28, 2022 (“Development Agreement”).

B. The Development Agreement, at Section 11(g), Exhibit E, and Exhibit J (collectively, the “Heli-Hydrant Condition”), requires Grantor, as the fee Owner of the “Brea 265 Site”, to deliver to Grantee approximately 1,000 square feet of land (“Property”) so that Grantee may construct an Activated Snorkel Station Heli-Hydrant. The Property is a portion of the approximate 25.57 acre parcel (“Retained Property”) owned by Grantor.

C. The Property is subject to that certain Easement Agreement for road and pipeline access executed by and between Grantor’s predecessor in interest and the City of Brea, recorded in the Official Records of Orange County, California as Instrument No. 1998-0206533 on April 8, 1998 (“City Easement”).

D. The Property is subject to that certain Quitclaim Deed to Phase One Property executed by and between Grantor’s predecessor in interest and the State of California, recorded in the Official Records of Orange County, California as Instrument No. 1996-0607663 on November 27, 1996 (“State Park Easement”).

E. Grantor requests that Grantee agree to and acknowledge the conditions of the City Easement and State Park Easement in conveyance of the Property.

F. Grantee acknowledges and agrees that Grantor shall have continuous, unfettered ingress and egress over the extension of Olinda Drive to the Retained Property.

G. Grantor and Grantee are executing this Agreement to acknowledge satisfaction of the Heli-Hydrant Condition and the terms that govern conveyance the Property to Grantee.

NOW, THEREFORE, for valuable consideration, the parties agree as follows:
2 3193039.2

AGREEMENT

1. Incorporation of Recitals. The Recitals set forth above are true and correct and incorporated into this Agreement.

2. Definitions. Unless otherwise defined in this Agreement, all capitalized terms shall have the same meaning as defined in the Development Agreement.

3. Satisfaction of Development Agreement Heli-Hydrant Condition. Grantor shall convey the Property to Grantee by recording a Grant Deed in substantially the same form of Exhibit A to this Agreement. Grantee acknowledges that, upon recording the Grant Deed, Grantor’s obligations regarding the Heli-Hydrant Condition will be satisfied and Grantor’s successor in interest in the Development Agreement may seek issuance of grading permits for Phase 1 of the Brea 265 Site.

4. Acknowledgement of Easements. By accepting the Grant Deed, Grantee acknowledges that the Property is encumbered by the City Easement and State Park Easement and is therefore subject to the terms and conditions of such easements.

5. Right of Reversion. Pursuant to Section 11(g) of the Development Agreement, Grantor has a right of reversion option on the Property. The parties acknowledge that this right of reversion option is memorialized within the form Grant Deed on the attached Exhibit A. In the event of Grantor exercises its right to reversion, Grantee will deed the Property to Grantor, free and clear of any encumbrances that were not of record on the date of recordation of this Grant Deed to Grantee of the Property.

6. Right of Relocation. Grantor and Grantee agree that Grantor may exercise a right of relocation for the Activated Snorkel Station Heli-Hydrant facility to accommodate Grantor’s full development of Assessor’s Parcel No. 315-081-09 (“Grantor’s Property”). To exercise such right, Grantor must relocate the Activated Snorkel Station Heli-Hydrant facility and any supporting infrastructure to an alternative site of comparable dimensions to the Property (the “Replacement Site’’) and, to the extent necessary, provide Grantee access through Grantor’s Property to the Replacement Site for maintenance and water connectivity. Supporting infrastructure shall include, but shall not be limited to, all related utility connections supporting the operation of the Replacement Site Activated Snorkel Station Heli-Hydrant facility. Any relocation requested by Grantor shall be subject to the following provisions:
a. Grantor shall bear the full costs and expenses to relocate the then-existing Activated Snorkel Station Heli-Hydrant facility and any supporting infrastructure to the Replacement Site. Grantee shall not pay for any costs or expenses associated with relocation of the then-existing Activated Snorkel Station Heli-Hydrant facility or supporting infrastructure onto the Replacement Site.
b. Grantor shall provide Grantee a written notice of election to exercise the right of relocation. The notice of election shall be sent in accordance with the notice provisions set forth in the Development Agreement. Grantor shall provide the notice of election to Grantee 3 3193039.2
at least 60 days in advance of date on which Grantor desires to have such relocation performed.

The notice of election shall contain all plans, specifications, and other relevant information pertaining to the proposed relocation of the Activated Snorkel Station Heli-Hydrant facility and supporting infrastructure.
c. Any such relocation shall minimize impact on the quiet enjoyment of future residential development on Grantor’s Property.
d. No later than 30 calendar days following the notice of election, Grantor shall execute and deliver a grant deed conveying the Replacement Site to Grantee and Grantee shall execute and deliver a grant deed conveying the Property back to Grantor. The conveyance shall be subject to all applicable requirements of state and federal law. e. Grantee shall have uninterrupted access to the Property and the thenexisting Activated Snorkel Station Heli-Hydrant facility for a period of 90 calendar days following complete installation and relocation of the Activated Snorkel Station Heli-Hydrant facility on the Replacement Site.

7. Governing Law. This Agreement shall be construed, enforced and interpreted in accordance with the laws of the State of California.

8. Interpretation and Construction. Each of the parties has reviewed this Agreement and each has had the opportunity to have its respective counsel and any real estate advisors review and revise this Agreement.

9. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining provisions will not be affected, and the rights and obligations of the parties will be construed and enforced as if this Agreement did not contain the provision held to be invalid.

10. Remedies Not Exclusive and Waivers. No remedy conferred by any of the specific provisions of this Agreement is intended to be exclusive of any other remedy and each and every remedy will be cumulative. The election of any one or more remedies will not constitute a waiver of the right to pursue other available remedies.

11. Entire Agreement. This Agreement contains the entire agreement between the Grantor and Grantee to satisfy the Heli-Hydrant Condition. This Agreement is in implementation of, and does not amend, the Development Agreement. This Agreement may be modified or amended only by a writing executed by the parties.
[Signatures on the following page.]
4 3193039.2
TO EXECUTE THIS AGREEMENT, the parties have caused their duly authorized representatives to sign below. The parties hereto have executed this Agreement as of the date first set forth above.

GRANTOR:

Sycamore Development Brea 265 LLC,
a Delaware limited liability company
By:______________________________
Name: ___________________________
Its: _________________________________
GRANTEE:

City of Brea, a municipal corporation
By:______________________________
Name: ___________________________
Its: Mayor
Approved as to form:

By:______________________________
Name: ___________________________
Its: City Attorney

5 3193039.2
Exhibit “A”
Form of Grant Deed
RECORDING REQUESTED BY:

First American Title Company
WHEN RECORDED MAIL DEED TO:

CITY OF BREA
1 Civic Center Circle
Brea, California 92821
Attn: Michael Ho, Director of Public Works

MAIL TAX STATEMENTS TO

SAME ADDRESS AS ABOVE
Assessor’s Parcel No: 315-081-09 (Above Space for Recorder's Use Only)

GRANT DEED
THE UNDERSIGNED PARTIES HEREBY DECLARE:

Documentary transfer tax is $ _____-0-______
( ) computed on full value of property conveyed
(X) Unincorporated Area
CA R&T Sec, 11922
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Sycamore Development Brea 265 LLC, a Delaware limited liability company (“Grantor”), does hereby grant and convey to the City of Brea, a municipal corporation organized and existing under the laws of the State of California (“Grantee”) the following (“Property”):
that certain property situated in the County of Orange, State of California, legally described on Exhibit A attached hereto and graphically described on Exhibit B attached hereto, each of which is incorporated herein by this reference, except and subject to the reservations provided below.

THE PROPERTY IS CONVEYED TO GRANTEE SUBJECT TO:

1. The Easement Agreement for road and pipeline access executed by and between Grantor’s predecessor in interest and the City of Brea, recorded in the Official Records of Orange County, California as Instrument No. 1998-0206533 on April 8, 1998. 6 3193039.2

2. The Quitclaim Deed to Phase One Property executed by and between Grantor’s predecessor in interest and the State of California, recorded in the Official Records of Orange County, California as Instrument No. 1996-0607663 on November 27, 1996.

3. All other liens, encumbrances, easements, covenants, conditions, and restrictions of record, including any matters shown on any recorded subdivision or parcel map affecting the Property.

4. All matters which would be revealed or disclosed by an accurate survey or physical inspection of the Property.

5. Any lien for real property taxes and general or special assessments against the Property, but in each case only to the extent such taxes and assessments are not delinquent as of the date hereof.

6. Zoning ordinances and regulations and any other laws, ordinances, or governmental regulations restricting or regulating the use, occupancy, or enjoyment of the Property.

7. Grantor hereby reserves, for the benefit of Grantor, its successors and assigns, the ownership of all depths below 250 feet below the finished grade of the Property together with all rights that ordinarily accompany ownership of the mineral estate, including by way of example but without limitation all oil, oil rights, minerals, mineral rights, natural gas rights, and other hydrocarbons by whatsoever name known, geothermal steam and all products derived from any of the foregoing that may be under the Property below a depth of 250 feet below the finished grade of each portion of the provided, however, the rights reserved for the benefit of Grantor do not include the right to drill, mine, store, explore, or operate upon the surface of the Property.

8. Grantor reserves a right of relocation as set forth in the terms of that certain unrecorded Site Transfer Agreement of Activated Snorkel Station Heli-Hydrant Land dated as of December 16, 2025.

9. Grantor reserves a right of reversion, at Grantor’s option, under the conditions set forth in Section 11(g) of that certain Preannexation and Development Agreement No. 2022-01 Concerning Property Known as the “Brea 265 Site” Located in Brea, California, recorded in the Official Records of Orange County as Instrument 2022000319537, and dated September 28, 2022.

IN WITNESS WHEREOF, Grantor has executed this instrument this __ day of _______, 202__ Sycamore Development Brea 265 LLC
a Delaware limited liability company
By:______________________________
Name: ___________________________
Its: _________________________________
7 3193039.2
Exhibit A
Legal Description of Property
8 3193039.2
Exhibit B
Graphic Description of Property
9 3193039.2

CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT

STATE OF CALIFORNIA )
) ss.

COUNTY OF )
On ______________________ 202_ , before me, ________________________________, the undersigned Notary Public in and for said County and State, personally appeared __________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.
_________________________________
Signature of Notary Public
Commissioned for said County
and State
(Seal)
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. 10 3191236.1

CERTIFICATE OF ACCEPTANCE
(California Government Code § 27281)
This is to certify that the interest in real property conveyed to the City of Brea, a municipal corporation organized and existing under the laws of the State of California, by that certain Grant Deed dated , executed by Sycamore Development Brea 265 LLC, a Delaware limited liability company, is hereby accepted by the undersigned office on behalf of the City of Brea pursuant to the authority conferred by the City of Brea at the City Council closed session meeting held on December 16, 2025, and the grantee consents to recordation thereof by its duly authorized officer.

Dated:

Sign:

Print Name:

Title:

CITYof  BREA
City Council Regular Meeting
Communication
December 16, 2025
Item No. 5G.

Acceptance of Final Parcel Map No. 2019-118 for Property Located at 1660 North Puente Street

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. Accept Final Parcel Map No. 2019-118; and

2. Accept Subdivision Monument Bond for the setting of final monuments and authorize City Clerk to release the Subdivision Monument Bond upon further notification from the Public Works Department.

BACKGROUND/DISCUSSION
On January 26, 2021, the Planning Commission approved Resolution No. PC 2021-02, to approve Tentative Parcel Map No. 2019-118 and Plan Review No. 20-14 to subdivide a 1.51-acre parcel, located at 1660 North Puente Street within a R-1 (Single-Family Residential) zone, into two parcels. The proposed western parcel included the existing single-family residence, while the proposed eastern parcel was intended for the construction of a proposed single-family residence subject to all applicable permit approvals. See Attachment A included herein for a project Location Map for reference. Resolution No. PC 2021-02 was approved with Conditions of Approval (Conditions) that identified requirements that the Applicant, James McGrade, was to complete before certain project milestones.

Tentative Parcel Map No. 2019-118 proposed the subdivision of one parcel, legally described as Assessor Parcel Number 303-391-03, into two separate parcels in order to facilitate the development of a future single-family residence and associated infrastructure on the eastern 0.42-acre parcel. No development is proposed at this time for this eastern parcel, and all future development is to be subject to the review and approval of a Certificate of Compatibility review by the Community Development Director as well as all applicable permit approvals. There are no proposed public improvements associated with the proposed future development.

According to the Conditions of Approval outlined in Resolution No. PC 2021-02, the Applicant was required to prepare a Final Map, that demonstrated the dedication of easements for access, power and telecommunications, and sanitary sewer, for the review and tentative approval of City staff and the County of Orange Surveyor’s Office.

Additionally, the Conditions of Approval required that the Applicant submit a monumentation bond to guarantee the setting of monuments as identified on the Final Map. The County Surveyor’s Office has reviewed and approved the Final Parcel Map No. 2019-118 for technical correctness. City staff has determined that the Final Parcel Map conforms with the State Subdivision Map Act, the Tentative Parcel Map, and City ordinances. See Attachment B for Final Parcel Map No. 2019-118 for reference. Additionally, the Applicant has provided a Subdivision Monument Bond for $3,000 to ensure the setting of the property monuments identified on the Final Parcel Map (Attachment C).

COMMISSION/COMMITTEE RECOMMENDATION
The Finance Committee reviewed staff’s recommendation at their December 9, 2025 meeting and recommended the item for City Council approval.

FISCAL IMPACT/SUMMARY
City Staff has reviewed the Conditions of Approval outlined in Resolution No. PC 2021-02 and Final Parcel Map No. 2019-118, and has determined that all Conditions have been satisfied and that the Final Parcel Map conforms with Tentative Parcel Map No. 2019-118. Furthermore, the County of Orange Surveyor’s Office and City Engineer have reviewed and approved the Final Parcel Map. Therefore, staff recommends City Council accept Final Parcel Map No. 2019-118 and the Subdivision Monument Bond to ensure the setting of the property monuments as identified on the Final Parcel Map. The Applicant has paid all required fees per Resolution No. PC 2021-02, and as such, there is no impact on the General Fund.

Attachments
Attachment A - Location Map.pdf
Attachment B - Final Parcel Map 2019-118.pdf
Attachment C - Subdivision Monument Bond.pdf
Location Ma
p
Not to scale
N Puente Street
Midbury Street Project Location.

Final Parcel Map No. 2019-118

CITYof  BREA
City Council Regular Meeting
Communication
December 16, 2025
Item No. 5H.

Award Annual Pavement Striping Maintenance Contract to Superior Pavement Markings, LLC

TO PREPARED BY
Honorable Mayor and City Council Members Eric Aulls, Public Works Manager

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. Award a contract to Superior Pavement Markings, LLC for As-Needed Traffic Striping and Pavement Markings in the amount not to exceed $60,000 per year, for a period of three (3) base years; and

2. Authorize the City Manager to approve up to four (4) additional one (1) year extensions.

BACKGROUND/DISCUSSION
The City of Brea has over 3,000 street legends, pavement markings, and 114 lane miles that require striping repainting to increase visibility and traffic safety. The City's previous contract with Orange County Striping Services, Inc. (OC Striping) commenced on April 2, 2024, in the amount not to exceed $60,000. In June 2025, OC Striping notified the City that it would no longer be in business as of October 2025.

As a result, in September 2025, staff prepared a Request for Proposal (RFP) for As-Needed Traffic Striping and Pavement Markings on Public Purchase and the City website for prospective contractors to view the project needs.

Three contractors responded to the RFP on September 23, 2025, with one contractor providing an incomplete submission. Staff reviewed the two qualifying proposals to determine their capabilities to furnish the staff and equipment necessary to perform the work at a competitive price, and to meet the City of Brea's requirements for high-quality work and responsiveness to production goals. After reviewing the proposals, pricing, and adding all bid items, staff ranked the bidders as follows:

BIDDER NAME 4" SOLID LINE PER L.F.

1. SUPERIOR PAVEMENT

MARKINGS, LLC
$0.15

2.WGJ ENTERPRISES, INC. $0.26

3. CAT TRACKING, INC. INCOMPLETE SUBMISSION
The review process showed that both contractors could perform this service, with Superior Pavement Markings, LLC scoring higher than WGJ Enterprises, Inc. in background and pricing. Staff found Superior Pavement Markings, LLC pricing to be the most cost-efficient for maintaining pavement, legends, striping, and markers of identified locations throughout the City. For these reasons, staff recommends awarding the contract to Superior Pavement Markings, LLC in the amount not to exceed $60,000 per year, for a period of three (3) base years, with the option of four (4) one (1) year extensions, with CPI adjustment effective year two (2) of the agreement, and capped at 5% annually thereafter.

COMMISSION/COMMITTEE RECOMMENDATION
On December 9, 2025, the Finance Committee recommended clarification on the CPI increase in the Fiscal Impact and recommended Council approval.

FISCAL IMPACT/SUMMARY
Public Works has identified sufficient funds in the FY 2025-2026 operating budget and no additional appropriation is being requested. A CPI adjustment will be effective year two (2) of the agreement, and Superior Pavement Markings, LLC will have the option to request a CPI adjustment, capped at 5%, each year thereafter. The CPI adjustment will be based on the price of each line item, as outlined in Exhibit A, and will not affect the contract amount not to exceed $60,000 per year. Any rate changes will be brought back to Finance Committee for information purposes.

Attachments
Attachment A - Superior Pavement Striping Agreement 2025

A G R E E M E N T
KNOW ALL PERSONS BY THESE PRESENTS: That the following agreement is made and entered into, in duplicate, as of the date executed by the City Clerk and the Mayor, by and between Superior Pavement Markings, LLC, hereinafter referred to as the “CONTRACTOR” and the City of Brea, California, hereinafter referred to as “CITY”.

WHEREAS, pursuant to Notice inviting Sealed Bids or Proposals, bids were received on the date specified in said notice; and WHEREAS, City did accept the bid of Contractor
CONTRACTOR and;
WHEREAS, City has authorized the City Clerk and Mayor to enter into a written contract with Contractor for furnishing labor, equipment, and material for the Traffic Striping & Pavement Markings throughout the City of Brea.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, it is agreed:

1. GENERAL SCOPE OF WORK: Contractor shall furnish all necessary labor, tools, materials, appliances, and equipment for and do the work for the Traffic Striping & Pavement Markings throughout the City of Brea.

Said work to be performed in accordance with specifications and standards on file in the office of the Director of Public Works and in accordance with bid prices hereinafter mentioned and in accordance with the instruction of the Director of Public Works for a base term of three (3) years commencing 01/01/2026 through 01/01/2029.

The prices quoted with the bid shall be in effect until expiration of the agreement on the date stated herein. This agreement can be renewable for up to four (4) successive one (1) year periods upon a written consent to renew by the City Manager. The City and CONTRACTOR shall have the option of extending the term of the agreement, by mutual consent of the parties, four (4) times for periods of one year each. Should the agreement be extended, the contract prices shall be adjusted as set forth in paragraph 18 hereof.

2. INCORPORATED DOCUMENTS TO BE CONSIDERED
COMPLEMENTARY: The aforesaid specifications are incorporated herein by reference hereto and made a part hereof with like force and effect as if all of said documents were set forth in full herein. Said documents, attached hereto, together with this written agreement, shall constitute the contract between the parties. This contract is intended to require complete and finished piece of work and anything necessary to complete the work properly and in accordance with the law and lawful governmental regulations shall be performed by the Contractor whether set out specifically in the contract or not.

Should it be ascertained that any inconsistency exists between the aforesaid documents and this written agreement, the provisions of this written agreement shall control.

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CITYof  BREA
City Council Regular Meeting
Communication
December 16, 2025
Item No. 5I.

Award Annual Slurry Seal Program Contract to Doug Martin Contracting Company, Inc

TO PREPARED BY
Honorable Mayor and City Council Members Eric Aulls, Public Works Manager

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. Award a contract to Doug Martin Contracting Company, Inc. As-Needed Citywide Slurry Seal Program in the amount not to exceed $200,000 per year, for a period of three (3) base years; and

2. Authorize the City Manager to approve up to four (4) additional one (1) year extensions.

BACKGROUND/DISCUSSION
The city's slurry seal program is preventative maintenance plan that involves applying a thin, cost-effective layer of asphalt emulsion and sand to preserve the pavement and extend its lifespan. This process includes surface preparation like patching and crack sealing before the slurry mixture is applied, which helps seal cracks, protect against water damage, and maintain a smooth driving surface.

In July 2020, the City of Brea awarded Doug Martin Contracting Company, Inc. a contract for one (1) year, with the option to extend for up to four one (1) year extensions. As the final year of the contract expired June 2025, the City seeks proposals for the Annual Maintenance Program for the Placement of Various Types of Slurry Seal throughout the City of Brea.

In September 2025, the City issued a Request for Proposals (RFP) for the Citywide Slurry Seal Program on Public Purchase and the City website for interested contractors to view the project. Four contractors responded to the RFP on September 23, 2025. Staff reviewed the proposals for ability to furnish staff and equipment necessary to perform the work, at a competitive price, that meets the City of Brea's requirements for high-quality work and responsiveness to production goals. After reviewing the proposals and pricing, and adding all bid items, staff ranked the bidders as follows:

BIDDER NAME SLURRY SEAL PER
TON

1. DOUG MARTIN CONTRACTING
CO., INC. $358

2. PAVEMENT COATINGS CO. $659

3. ALL AMERICAN ASPHALT $1,000

4. CAT TRACKING, INC. INCOMPLETE

SUBMISSION
After reviewing the submitted proposals, Doug Martin Contracting Co., Inc. scored the highest in experience, references, and pricing. Staff found Doug Martin Contracting Co. pricing to be the most cost-efficient for the City's needs and references with agencies to be outstanding. For these reasons, staff recommends awarding the contract to Doug Martin Contracting Co., Inc. in the amount not to exceed $200,000 per year, for a period of three (3) base years with the option of four one (1) year extensions, with a CPI adjustment effective year two (2) of the agreement, and capped at 5% annually thereafter.

COMMISSION/COMMITTEE RECOMMENDATION
On December 9, 2025, the Finance Committee recommended clarification on the CPI increase in the Fiscal Impact and recommended Council approval.

FISCAL IMPACT/SUMMARY
Public Works has identified sufficient funds in the FY 2025-2026 operating budget and no additional appropriation is being requested. A CPI adjustment will be effective year two (2) of the agreement, and Superior Pavement Markings, LLC will have the option to request a CPI adjustment, capped at 5%, each year thereafter. The CPI adjustment will be based on the price of each line item, as outlined in Exhibit A, and will not affect the contract not to exceed amount of $200,000 per year. Any rate changes will be brought back to Finance Committee for informational purposes.

Attachments
Attachment A - Doug Martin Slurry Seal Agreement.pdf

A G R E E M E N T
KNOW ALL PERSONS BY THESE PRESENTS: That the following agreement is made and entered into, in duplicate, as of the date executed by the City Clerk and the Mayor, by and between Doug Martin Contracting Company, Inc., hereinafter referred to as the “CONTRACTOR” and the City of Brea, California, hereinafter referred to as “CITY”.

WHEREAS, pursuant to Notice inviting Sealed Bids or Proposals, bids were received on the date specified in said notice; and WHEREAS, City did accept the bid of Contractor
CONTRACTOR and;
WHEREAS, City has authorized the City Clerk and Mayor to enter into a written contract with Contractor for furnishing labor, equipment, and material for the Annual Maintenance Program for the Placement of Various Types of Slurry Seal throughout the City of Brea.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, it is agreed:

1. GENERAL SCOPE OF WORK: Contractor shall furnish all necessary labor, tools, materials, appliances, and equipment for and do the work for the Annual Maintenance Program for the Placement of Various Types of Slurry Seal throughout the City of Brea.

Said work to be performed in accordance with specifications and standards on file in the office of the Director of Public Works and in accordance with bid prices hereinafter mentioned and in accordance with the instruction of the Director of Public Works for a base term of three (3) years commencing 01/01/2026 through 01/01/2029.

The prices quoted with the bid shall be in effect until expiration of the agreement on the date stated herein. This agreement can be renewable for up to four (4) successive one (1) year periods upon a written consent to renew by the City Manager. The City and CONTRACTOR shall have the option of extending the term of the agreement, by mutual consent of the parties, four (4) times for periods of one year each. Should the agreement be extended, the contract prices shall be adjusted as set forth in paragraph 18 hereof.

2. INCORPORATED DOCUMENTS TO BE CONSIDERED
COMPLEMENTARY: The aforesaid specifications are incorporated herein by reference hereto and made a part hereof with like force and effect as if all of said documents were set forth in full herein. Said documents, attached hereto, together with this written agreement, shall constitute the contract between the parties. This contract is intended to require complete and finished piece of work and anything necessary to complete the work properly and in accordance with the law and lawful governmental regulations shall be performed by the Contractor whether set out specifically in the contract or not.

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CITYof  BREA
City Council Regular Meeting
Communication
December 16, 2025
Item No. 5J.

Award Citywide Graffiti Removal Services Contract to Urban Graffiti Enterprises, Inc.

TO PREPARED BY
Honorable Mayor and City Council Members Eric Aulls, Public Works Manager

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. Award contract to Urban Graffiti Enterprises, Inc. for Graffiti Removal Services in the amount of $41,400 per year, for a period of three (3) base years; and

2. Authorize the City Manager to approve up to four (4) additional one (1) year extensions.

BACKGROUND/DISCUSSION
Historically, the City of Brea has used the combined efforts of contract services and City staff to remove graffiti throughout the City. These services are used on an on-call basis to remove graffiti from hot-spot locations such as properties that back up to the old railroad tracks, large tags, and areas that require paint matching abilities, chemical graffiti removal, or sand blasting.

In May 2020, the City of Brea awarded Urban Graffiti Enterprises, Inc. a contract for one (1) year, with the option to extend for up to four (4) one (1) year extensions. As the final year of the contract expired November 2025, the City has continued month to month services with Urban and issued a Request for Proposal (RFP) for Graffiti Removal Services.

In September 2025, a RFP for the above services was posted on Public Purchase and the City website for Graffiti Removal Services. Staff received proposals from two (2) graffiti removal companies. The Public Works Streets Division evaluated the two companies and after a thorough review of the proposals, including price, information, availability, and reference, the proposals were ranked as follows:

BIDDER NAME PER YEAR

1. URBAN GRAFFITI ENTERPRISES, INC. $41,400

2. SUPERIOR PROPERTY SERVICES, INC. $38,000
Staff determined that the proposal submitted by Urban Graffiti Enterprises, Inc. (Urban Graffiti) was superior based on technical qualifications, relevant expertise, strong references, and the ability to respond to as-needed emergency work. Urban Graffiti has provided graffiti removal services to the City for over 15 years, establishing an extensive history, a comprehensive service database, and a strong working relationship with City staff. Although their annual cost is slightly higher than that of the second bidder, and after meeting with both vendors, the lower bidder, Superior Property Services, is limited to only one (1) day of service for eight (8) hours and lacks the availability to meet the City's service needs.

Urban Graffiti staff will patrol and service the City to complete any pending requests, including emergency sameday service for graphic or offensive graffiti removal. Therefore, City staff recommends awarding the contract to Urban Graffiti Enterprises, Inc. in the amount of $41,400 per year, for a period of three base years, with the option of four (4) one (1) year extensions, with a CPI adjustment effective year two (2) of the agreement, and capped at 5% annually thereafter.

COMMISSION/COMMITTEE RECOMMENDATION
On December 9, 2025, the Finance Committee recommended clarification on the decision to award the contract to the higher cost bidder due to availability, clarification on the CPI increase in the Fiscal Impact, and recommended Council approval.

FISCAL IMPACT/SUMMARY
Public Works has sufficient funds in the FY 2025-2026 operating budget, and no additional appropriation is being requested. A CPI adjustment will be effective year two (2) of the agreement, and Urban Graffiti Enterprises, Inc. will have the option to request a CPI adjustment capped at 5%, each year thereafter. Any rate changes will be brought back to Finance Committee for informational purposes.

Attachments
Attachment A - Urban Graffiti Enterprises Graffiti Removal Agreement.pdf

A G R E E M E N T
KNOW ALL PERSONS BY THESE PRESENTS: That the following agreement is made and entered into, in duplicate, as of the date executed by the City Clerk and the Mayor, by and between Urban Graffiti Enterprises, Inc. hereinafter referred to as the “CONTRACTOR” and the City of Brea, California, hereinafter referred to as “CITY”.

WHEREAS, pursuant to Notice inviting Sealed Bids or Proposals, bids were received on the date specified in said notice; and WHEREAS, City did accept the bid of Contractor
CONTRACTOR and;
WHEREAS, City has authorized the City Clerk and Mayor to enter into a written contract with Contractor for furnishing labor, equipment, and material for the Graffiti Removal Services throughout the City of Brea.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, it is agreed:

1. GENERAL SCOPE OF WORK: Contractor shall furnish all necessary labor, tools, materials, appliances, and equipment for and do the work for the Graffiti Removal Services throughout the City of Brea.

Said work to be performed in accordance with specifications and standards on file in the office of the Director of Public Works and in accordance with bid prices hereinafter mentioned and in accordance with the instruction of the Director of Public Works for a base term of three (3) years commencing 01/01/2026 through 01/01/2029.

The prices quoted with the bid shall be in effect until expiration of the agreement on the date stated herein. This agreement can be renewable for up to four (4) successive one (1) year periods upon a written consent to renew by the City Manager. The City and CONTRACTOR shall have the option of extending the term of the agreement, by mutual consent of the parties, four (4) times for periods of one year each. Should the agreement be extended, the contract prices shall be adjusted as set forth in paragraph 18 hereof.

2. INCORPORATED DOCUMENTS TO BE CONSIDERED
COMPLEMENTARY: The aforesaid specifications are incorporated herein by reference hereto and made a part hereof with like force and effect as if all of said documents were set forth in full herein. Said documents, attached hereto, together with this written agreement, shall constitute the contract between the parties. This contract is intended to require complete and finished piece of work and anything necessary to complete the work properly and in accordance with the law and lawful governmental regulations shall be performed by the Contractor whether set out specifically in the contract or not.

Should it be ascertained that any inconsistency exists between the aforesaid documents and this written agreement, the provisions of this written agreement shall control.

Revised Alternate Pricing
In the eƯort to keep the cost of these services within an approved budget, while still maintaining the high level of service residents have become used to, we propose this revised alternate pricing structure.

GraƯiti in the City of Brea has historically been a cyclical type of crime that fluctuates for no apparent reason. If not promptly eradicated, it can quickly get out of control. An essential component of a comprehensive graƯiti control program is the practice of proactively patrolling major thoroughfares, sensitive areas and known hot spots. The cost of such routine patrols cannot easily be factored into a piecemeal pricing structure. It is therefore that we propose a fixed monthly rate for the weekly service schedule detailed below. Based on the city’s graƯiti historical data, a fixed monthly rate would be a more cost-eƯective option since there would be no minimum call-out charge for the normally scheduled weekly service day. Residents can expect the same level of service they have grown used to.

Once per week, we will patrol the city, complete any pending service requests and eradicate any additional graƯiti noticed while on patrol. All the features detailed in our proposal, including a reduced minimum call-out charge for emergency same day service for graphic, vulgar or pornographic graƯiti.

We feel confident that our extensive experience servicing the city of Brea for over two decades gives us unparalleled understanding of the city’s needs. The fixed monthly rate and reduced minimum call-out charge for emergency service out of schedule is as follows:

Weekly Service
Weekly Service
Days Monthly Rate Yearly Cost
1 $3,450.00 $41,400.00
Emergency Call-Out
Service Day Call-Out Charge
Saturday $375.00
Sunday/Holiday $475.00
The service rates herein stated are in full compliance with all federal, state and local regulations. Including DIR weekend and holiday wage requirements.

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CITYof  BREA
City Council Regular Meeting
Communication
December 16, 2025
Item No. 5K.

Acceptance of Contract Extension for Citywide Tree Maintenance to West Coast Arborists, Inc.

TO PREPARED BY
Honorable Mayor and City Council Members Eric Aulls, Public Works Manager

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

RECOMMENDATION
Staff recommends the City Council take the following actions:

1. Approve a Fifth Amendment to the Agreement for Tree Maintenance Services with West Coast Arborists, Inc. for an additional five (5) years; and

2. Authorize the City Manager to approve up to five (5) one (1) year extensions.

BACKGROUND/DISCUSSION
Historically, the City of Brea has utilized contract services and City staff for Tree Maintenance Services throughout the City of Brea to maintain approximately 15,000 trees in the City's parks, landscape, and right-of-ways. Contract services for Tree Maintenance includes annual grid trimming, service request tree trimming, emergency response services, tree planting and removals, and tree inventory services.

The City of Brea has used West Coast Arborists, Inc. (WCA) for Tree Maintenance Services since 1994 and they have maintained their current rates for the past seven years. As the final year of the contract approaches, on December 31, 2025, City staff recommends entering into a contract extension with WCA for continued Tree Maintenance Services throughout the City, for an additional five years, beginning January 1, 2026, with the option of up to five one-year extensions, for an amount not to exceed $370,000 per year. The agreement also includes a CPI adjustment effective year four, January 1, 2029, and capped at 3% annually thereafter. Staff's recommendation to forego a formal bidding process and award the contract extension to WCA is based on the favorable pricing, qualifications, and satisfaction of services since 1994, and the best interest of the City.

The scope of work includes provisions of all materials, equipment, tool, labor, and incidentals as required for annual grid trimming, tree and stump removal, tree planting services, tree trimming, crew rental, and emergency tree services. WCA will also provide Arbor Access, an internal GIS database system and the forward-facing platform Urban Forest, a data-rich digital platform that provides the public access to information on city-maintained trees, at no additional cost. In addition to the scope of work and digital platforms, WCA has provided the City of Brea with the lowest pricing rates compared to surrounding North Orange County cities.

Additionally, city staff has been working with the City's insurance carrier, California Insurance Pool Authority (CIPA), to update the current insurance requirements.

COMMISSION/COMMITTEE RECOMMENDATION
On December 9, 2025, the Finance Committee recommended clarification on the CPI increase in the Fiscal Impact and recommend Council approval.

FISCAL IMPACT/SUMMARY
Public Works has identified sufficient funds in the FY 2025-2026 operating budget and no additional appropriation is being requested. A CPI adjustment will be effective year four (4) of the agreement, and WCA will have the option to request a CPI adjustment, capped at 3%, each year thereafter. The CPI adjustment will be based on the price of each line item, as outlined in the Fee Schedule of the Agreement, and will not affect the contract amount not to exceed $370,000 per year. Any rate change will be brought back to the Finance Committee for information purposes.

Attachments
Attachment A - Amendment_WCA_Agreement

FIFTH AMENDMENT TO AGREEMENT
This Amendment is made and entered into this 1st day of December 2025, between the City of Brea, a Municipal Corporation (hereinafter referred to as “CITY”) and West Coast Arborist, Inc. (hereinafter referred to as “CONTRACTOR”).

A. RECITALS
(i) CITY and CONTRACTOR have previously entered into an Agreement dated January 1, 1994, the “Agreement” wherein Contractor agreed to perform maintenance services for City trees;
(ii) The term of the Agreement was for one year, initially with the ability to be extended for up to four (4) additional one-year periods; (iii) The terms of this agreement were amended on May 7, 1996, extending the agreement for ten (10) years, until December 31, 2004. (iv) The terms of this agreement were amended on August 17, 2004, extending the agreement for ten (ten) years until December 31, 2015. (v) The terms of this agreement were amended on October 18, 2017, Extending the agreement for ten (10) years until December 31, 2025. (vi) The CITY and CONTRACTOR again desire to amend the Agreement to change the term of the Agreement beginning January 1, 2026, extending the Agreement for five (5) years, with the option of up to five (5) one (1) year extensions, for the amount Not-To-Exceed $370,000 per year, with a Consumer Price Index (CPI) adjustment effective year four (4), January 1, 2029, and capped at three percent (3%) annually thereafter. The Consumer Price Index for all Urban Consumers (base year 1982-84 = 100) for the Los Angeles-Long Beach-Anaheim area published by the United States Department of Labor, Bureau of Statistics (Index) which is published for the month immediately preceding the adjustment date (Adjustment Index) shall be compared to the Index which was published for the date immediately preceding the beginning of the first twelve (12) month period (Beginning Index)
(vii) The CITY and CONTRACTOR desire to amend Agreement sections related to mandatory insurance minimum coverage and general indemnification language.
(vii) The City Council finds that a five (5) year base extension, with the option of five (5) one (1) year extensions, of the Agreement will promote stability at a predictable cost and provide top quality tree maintenance for time certain. A copy of CONTRACTOR’s proposal is attached as Exhibit A.

NOW, THEREFORE, it is mutually agreed by and between CITY and CONTRACTOR as follows:

B. AGREEMENT
The Agreement dated January 1, 1994, shall remain in full force and effect except as amended below:

Section 1. GENERAL SCOPE OF WORK: shall be amended to read as follows:

Contractor shall furnish all necessary labor, tools, materials, appliances, and equipment for and do the work for the Annual Contracting of Tree Trimming. Said work is to be performed in accordance with specifications and standards on file in the office of the Director of Public Works and in the agreed upon pricing and base term of five (5) years, with the option of up to five (5) one (1) year extensions, for the amount Not-To-Exceed $370,000 per calendar year, with a CPI adjustment effective year four (4), January 1, 2029, and capped at three percent (3%) annually thereafter, unless terminated pursuant to Section 17 (Termination or Abandonment) of this Agreement.

Section 4. General INSURANCE: shall be amended to read as follows:

Contractor shall maintain commercial general liability insurance with coverage in an amount not less than $20,000,000 per occurrence, $25,000,000 general aggregate, for bodily injury, personal injury, and property damage, including without limitation, blanket contractual liability and $5,000,000 in automobile liability coverage per each accident.

Section 4A. MANDATORY INSURANCE:

Insurance Minimums. The CONTRACTOR shall obtain, and keep and maintain in full force and effect throughout the Term of this Agreement, insurance in the types and amounts specified in Exhibit "C" of this Agreement. The insurance requirements of Exhibit C shall prevail over any inconsistent or different provisions set forth in Exhibit A, Scope of Services.

Subcontractors. The CONTRACTOR shall include all subcontractors, or any other party involved in the performance of the Services, as insureds under its policies or shall require subcontractors or any other party involved in the Project by the CONTRACTOR to carry the same insurance as required by this Section. The CONTRACTOR shall obtain certificates evidencing the coverage and make reasonable efforts to ensure that the coverage is provided as required. The CONTRACTOR shall ensure that no contract used by any subcontractor, or contract the CONTRACTOR enters into on behalf of the CITY, shall reserve the right to charge back to the CITY the cost of insurance required by this Agreement. The CONTRACTOR shall, upon request, submit to the CITY for review, all agreements with subcontractors or others with whom the CONTRACTOR contracts with on behalf of the CITY, and all certificates of insurance obtained in compliance with this Section. The CITY's failure to request copies of the documents shall not impose any liability on the CITY, or its employees, or be deemed a waiver of any of the CITY's rights.

Section 9. INDEMNIFICATION: shall be amended to read as follows:

DEFENSE, INDEMNIFICATION AND HOLD HARMLESS. The CONTRACTOR shall defend, indemnify and hold harmless the CITY, its present and former officers, directors, employees, agents, volunteers, mayor, staff, boards, committee and representatives, as broadly interpreted (collectively, the "Indemnified Parties"), of and from all claims, suits, demands, obligations, losses damages, sums or any other matters, threatened or presently asserted, including but not limited to all legal fees, costs of defense and litigation expenses (including legal fees, expert fees and any other costs or fees, including those of adverse parties imposed on or sought against the Indemnified Parties), arising directly or indirectly out of any liability or claim of loss or liability for personal injury, bodily injury to persons, contractual liability, errors or omissions, breach, failure to perform, damage to or loss of property, or any other loss, damage, injury or other claim of any kind or nature arising out of the work to be performed by CONTRACTOR herein, caused by or arising out of the negligent acts or omissions, or intentional misconduct of CONTRACTOR, including its subcontractors, employees, agents and other persons or entities performing work for CONTRACTOR.

Contractual Indemnity. To the fullest extent permitted under California law, CONTRACTOR shall contractually indemnify, defend and hold harmless the Indemnified Parties from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses, amounts for good faith settlement, or costs of any kind, whether actual, alleged or threatened, including attorney's fees and costs, court costs, interest, defense costs, and expert witness fees and costs), arising out of or related to, in whole or in part, the performance of this Agreement by CONTRACTOR or by any individual or entity for which CONTRACTOR is legally liable, including but not limited to CONTRACTOR'S officers, agents, independent contractors, subcontractors or affiliated or related entities and/or its or their employees, agents and representatives, caused by or arising out of all negligent acts or omissions, or intentional misconduct of CONTRACTOR, including its subcontractors, employees, agents and other persons or entities performing work for CONTRACTOR. Indemnification shall include any claim that CONTRACTOR or CONTRACTOR'S employees or agents, are or may be considered and treated to be employees of the CITY or are entitled to any employee benefits from CITY, including but not limited to those available under Public Employees Retirement Law. The obligation to indemnify, defend and hold harmless the Indemnified Parties shall apply to all liability as defined above regardless of whether the Indemnified Parties were or are alleged to have been negligent, except that it shall not apply to claims arising from the sole negligence or willful intentional misconduct of the Indemnified Parties. CONTRACTOR'S obligation to defend the Indemnified Parties is not contingent upon there being an acknowledgement of or determination of the merit of any claims, liability, demands, causes of action, suits, losses, expenses, errors, omissions and/or costs.

Subcontractors and Indemnification. CONTRACTOR agrees to and shall obtain executed indemnity agreements in favor of the Indemnified Parties with provisions identical to those set forth from each and every Subcontractor, Sub CONTRACTOR or other person or entity involved by, for, with, or on behalf of CONTRACTOR in the performance of any aspect of this Agreement. In the event CONTRACTOR fails to obtain such indemnity obligations, CONTRACTOR shall be fully responsible for each and every Subcontractor, Subconsultant or other person or entity in terms of defense, indemnity and hold harmless obligations in favor of the Indemnified Parties. This obligation to indemnify and defend the Indemnified Parties is binding on the successors, assigns or heirs of CONTRACTOR and shall survive the full performance or termination of this Agreement. These indemnification provisions are independent of and shall not in any way be limited or superseded by the insurance requirements and insurance-related provisions of this Agreement.

City Lost or Damaged Property - Theft. CONTRACTOR further agrees to pay or cause to be paid for the Indemnified Parties' benefit for any and all damage, fines or penalties, or loss or theft to the property of the City arising out of or related in any way to the negligent acts or omissions, or intentional misconduct of CONTRACTOR or of CONTRACTOR'S officers, agents, independent contractors, subcontractors or affiliated or related entities and/or its or their employees, agents and representatives, whether such actions, omissions to act, negligence or intentional conduct is or was authorized by this Agreement or not. CITY assumes no responsibility whatsoever for any property placed on the premises of CITY. CONTRACTOR further agrees to waive all rights of subrogation against the Indemnified Parties.

Non-Waiver and Non-Exhaustion of City's Further Rights and Remedies. No aspect of this provision shall in any way limit or effect the rights of the Indemnified Parties against the CONTRACTOR under the terms of this Agreement or otherwise.

The indemnification provisions shall apply regardless of whether this Agreement is executed after CONTRACTOR begins the work and shall extend to claims arising after this Agreement is performed or terminated, including a dispute as to the termination of CONTRACTOR. The indemnity obligations of CONTRACTOR shall continue until it is determined by final judgment that the claim against the CITY and any Indemnified Parties is determined by final judgment and after exhaustion of any rights of appeal.

Further, no aspect of this provision shall impact the CITY's rights to contribution from CONTRACTOR or for the CITY to dispute CONTRACTOR'S refusal to defend and indemnify CITY.

Limitations on Scope of Indemnity. Notwithstanding the foregoing, CONTRACTOR shall not be responsible for indemnification for claims or losses caused by the sole negligence or intentional wrongdoing of Indemnified Parties. Further, the indemnity provided shall be interpreted as broadly as permitted under California law and as to agreements between parties and shall if required be reformed to be consistent with those laws to protect and save this provision for the protection of the Indemnified Parties.

The obligations of the CONTRACTOR under this or any other provision of this Agreement shall not be limited by the provisions of any workers' compensation act or similar act. The CONTRACTOR expressly waives any statutory immunity under such statutes or laws as to the lndemnitees. The CONTRACTOR's indemnity obligation set forth in this Section 10 shall not be limited by the limits of any policies of insurance required or provided by the CONTRACTOR pursuant to this Agreement.

The CONTRACTOR's covenant under this Section 10 shall survive the expiration or termination of this Agreement, and this Section shall prevail over any inconsistent terms or provisions set forth in Exhibit "A", Scope of Services, specifically including but not limited to Section 41 thereof.

Section 20. MISCELLANEOUS TERMS: shall be amended to read as follows:

Claims against CITY. CONTRACTOR must comply with the claim procedures set forth in Government Code sections 900 et seq., and/or the Brea Municipal Code, as applicable, prior to filing any lawsuit against the CITY. Such claims and any subsequent lawsuit based upon the claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by CONTRACTOR. If no such claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, CONTRACTOR shall be barred from bringing and maintaining a valid lawsuit against the CITY.

Except as expressly amended by this Fifth Amendment to Agreement, all other terms and conditions of the January 1, 1994, Agreement and all Exhibits thereto, shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this amended Agreement as of the day and year first set forth above:

CONTRACTOR CITY
West Coast Arborist, Inc. By:________________________
2200 E. Via Burton Street Mayor
Anaheim, CA 92806
State of California Attest:_____________________
Contractor’s License No. 366764 City Clerk
By:_____________________________
Patrick Mahoney, President

EXHIBIT C

INSURANCE REQUIREMENTS
The City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. If the existing policies do not meet the insurance requirements set forth herein, Contractor agrees to amend, supplement, or endorse the policies to do so.

Without limiting the indemnity provisions of this Agreement, Contractor shall procure and maintain in full force and effect during the term of this Agreement, the following policies of insurance.

1. Minimum Scope and Limit of Insurance
A. Commercial General Liability (CGL) which affords coverage at least as broad as Insurance Services Office “occurrence” form CG 00 01, including products and completed operations, property damage, bodily injury, and personal & advertising injury with limits no less than $25,000,000 per occurrence and in the aggregate.

Products-Completed Operations: Contractor shall procure and submit to City evidence of insurance for a period of three (3) years from the time that all work under this Agreement is completed.

B. Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, coverage for hired autos (Code 8) and non-owned autos (Code 9) with limit no less than $5,000,000 each accident for bodily injury and property damage.

C. Workers’ Compensation as required by the State of California with statutory limits, and Employer’s Liability Insurance with a limit of not less than $1,000,000 each accident for bodily injury and each employee for disease.

D. Professional Liability with a limit of not less than $,5,000,000 each claim.

Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusion that may potentially delete coverage for the work to be performed.

E. Contractors Pollution Legal Liability covering all of Contractor’s operations to include onsite and offsite coverage for bodily injury (including death and mental anguish), property damage, non-owned disposal site liability, defense costs, cleanup costs, and pollution conditions that arise from or in connection with the transportation (including loading and unloading) by or on behalf of Contractor, of any waste or waste materials off or away from the project site. Coverage shall be provided for both sudden and accidental and gradual and continuous pollution events with limits no less than $5,000,000 each loss and $10,000,000 in the aggregate. The policy shall not exclude any hazardous materials for which there is exposure.

2. Endorsements
Insurance policies shall not be compliant if they include any limiting provision or endorsement contrary to this Agreement, including but not limited to restricting coverage to the sole liability of Contractor, excluding contractual liability or excluding third-party over actions. The following endorsements shall be provided to the City.

A. Commercial General Liability, Automobile Liability & Contractors Pollution Legal Liability Policies:

1. Additional Insured: The City, its elected officials, officers, employees, volunteers, boards, agents, and representatives (REVIEW ADDITIONAL INSUREDS FOR YOUR CITY) are to b covered as additional insureds for the liability and defense of suits or claims arising out of the work or operations performed by or on behalf of Contractor including materials, parts or equipment furnished in connection with such work or operations.

The commercial general liability additional insured endorsements shall be at least as broad as ISO Form(s) CG 20 10 11 85; or both the CG 20 10 or CG 20 26, and CG 20 37.

2. Primary and Non-Contributory: This insurance is primary to and will not seek contribution from any other insurance whether primary, excess, umbrella, or contingent insurance, including deductible, or self-insurance available to the City, its elected officials, officers, employees, volunteers, boards, agents, and representatives (REVIEW INSUREDS FOR YOUR CITY) as additional insureds.

The Commercial General liability primary endorsements shall be at least as broad as ISO CG 20 01 04 13.

B. Workers’ Compensation:

1. Waiver of Subrogation: Any right of subrogation against the City, its elected officials, officers, employees, volunteers, boards, agents, and representatives (REVIEW INSUREDS FOR YOUR CITY) shall be waived.

3. Insurance Obligations of Contractor
The City requires and shall be entitled to the Contractor’s broader coverage and/or the higher limits if Contractor maintains broader coverage and/or higher limits than the minimums shown above. Any available insurance proceeds excess of the specified minimum limits of insurance and coverage shall be available to the City. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of Contractor under this Agreement.

4. Notice of Cancellation
Required insurance policies shall not be cancelled or coverage reduced until thirty (30) days written notice of cancellation has been served upon the City, except ten (10) days shall be allowed for non-payment of premium.

5. Waiver of Subrogation
Required insurance policies shall not prohibit Contractor from waiving the right of subrogation prior to a loss. The Contractor shall waive all rights of subrogation against the indemnified parties and policies shall contain or be endorsed to contain such a provision. This provision applies regardless of whether the City has received a waiver of subrogation endorsement from the insurer.

6. Evidence of Insurance
All policies, endorsements, certificates, and/or binders shall be subject to approval by the City as to form and content. These requirements are subject to amendment or waiver only if approved in writing by the City. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15) days prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced, Contractor shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.

7. Self-Insured Retention
Self-insured retentions (SIR’s) must be declared to and approved by the City.

The City may require Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the SIR. The policy language shall provide, or be endorsed to provide, that the SIR may be satisfied by either the named insured or the City. Self-insured retentions shall be the sole responsibility of Contractor, or subcontractor who procured such insurance. The City may deduct from any amounts otherwise due Contractor to fund the SIR. The policy must also provide that defense costs, including the allocated loss adjustment expenses, will satisfy the SIR.

8. Contractual Liability
The coverage provided shall apply to the obligations assumed by Contractor under the indemnity provisions of this Agreement.

9. Failure to Maintain Coverage
The Contractor agrees to suspend and cease all operations hereunder during such time as the required insurance coverage is not in effect and evidence of insurance has not been furnished to the City. The City shall have the right to withhold any payment due until the Contractor has fully complied with the insurance provisions of this Agreement. If the Contractor’s operations are suspended for failure to maintain required insurance coverage, Contractor shall not be entitled to an extension of time for completion of the work because of production lost during suspension.

10. Acceptability of Insurers
Each such policy shall be from a company or companies with a current A.M.

Best’s rating of no less than A:VII and authorized to do business in the State of California or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.

Any other rating must be approved in writing by the City.

11. Claims Made Policies
If coverage is written on a claims-made basis, the retroactive date of such insurance and all subsequent insurance shall coincide or precede the effective date of Contractor’s initial Agreement with the City and continuous coverage shall be maintained, or an extended reporting period shall be exercised for a period of at least ten (10) years from termination or expiration of this Agreement.

12. Excess Umbrella Liability Policies
If any excess or umbrella liability policies are used to meet the limits of liability required by this Agreement, then said policies shall be “following form” of the underlying policy coverage, terms, conditions, and provisions and shall meet all the insurance requirements stated in this Agreement, including, but not limited to the additional insured, primary & non-contributory and waiver of subrogation insurance requirements stated herein. No insurance policies or self-insurance maintained by the City, whether primary, reinsurance or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until Contractor’s primary and excess/umbrella liability policies are exhausted.

13. Insurance For Subcontractors
Contractor shall be responsible for causing subcontractors to purchase the same types and limits of insurance in compliance with the terms of this Agreement, including adding the City as an additional insured, providing primary and noncontributory coverage and waiver of subrogation to the subcontractor’s policies.

Commercial general liability additional insured endorsements shall be as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 38 and CG 20 40.

CITYof  BREA
City Council Regular Meeting
Communication
December 16, 2025
Item No. 5L.

Amendment to Military Leave Supplemental Pay and Benefit Plan

TO PREPARED BY
Honorable Mayor and City Council Members Michelle Munoz, Human Resources Analyst II

DEPARTMENT HEAD APPROVAL CITY MANAGER APPROVAL
Kristin Griffith, City Manager Kristin Griffith, City Manager

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

1. Adopt Resolution No. 2025-070, A Resolution of the City Council of the City of Brea enacting revised provisions relating to wage and benefits continuation for City employees who are members of the Military Reserve called to active duty and repealing Resolution No 90-159.

BACKGROUND/DISCUSSION
California’s Military and Veterans Code, in conjunction with the U.S. Uniformed Services Employment and Reemployment Rights Act (USERRA), which was enacted in 1994, provides employment and reemployment rights for all uniformed service members. These laws have been established to ensure that employees are not adversely affected in their employment if they are ordered into active military duty. As a public employer, the City of Brea must provide pay for the first thirty (30) calendar days of temporary military leave for any employee who has at least one (1) year of service.

At their regularly scheduled Study Session on October 16, 1990, the City Council reviewed a military leave supplemental pay plan which had been designed to minimize the financial hardship on City employees called to active duty as military reservists. Council approved the plan in concept and directed staff to meet and confer with the City's seven employee associations before implementation. Following the Study Session, Resolution 90-159 was adopted by the City Council on December 18, 1990, and has remained in effect ever since its approval.

Resolution 90-159 includes language requiring the City to provide wage continuation benefits to employees who are military reservists on military leave of absence. Such employee shall receive one-hundred eighty (180) days of military leave of absence per fiscal year, and shall receive full wage continuation for the first thirty (30) calendar days of said military leave. Additionally, the resolution includes language addressing extended Military leave beyond the Military and Veterans Code and USERRA guidelines, including supplemental wage and benefit continuation. While the current resolution establishes a set of policies in effect, it lacks clarity and is outdated.

At this time, Resolution 90-159 requires amending to establish and clearly define a Supplemental Salary and Health Benefits Plan for all regular City employees who are members of the military reserve program and are called to active duty. After review of Resolution 19-159, staff recommends addressing certain sections and adding new sections for clarification purposes to comply with the latest federal USERRA regulations. The section to be updated includes Section 3, Supplemental Wage Plan. The updated language will define and address Supplemental Wage Continuation guidelines for pay beyond the first thirty (30) days of active Military Leave, as well as wage increases the employee may be eligible for while on leave.

The new sections to be added include Sections four (4) through seven (7). Section 4, Supplemental Health Plan, shall address employee health benefits as they relate to the allotted Flexible Benefit Plan, Medical Opt-Out options, COBRA Benefits, and Deferred Compensation. Section 5, Vacation, Sick Leave, and Holidays, shall add guidelines for vacation and sick leave accruals throughout the employee’s military leave. Section 6, California Public Employees’ Retirement System (CalPERS), will outline the language related to military service credit in the CalPERS System. Section 7, Policy Limitations, will provide guidance on employee status, including language related to injuries or illnesses, throughout their military leave.

COMMISSION/COMMITTEE RECOMMENDATION
This Finance Committee reviewed this item at their December 9, 2025, meeting and is recommended for City Council approval.

FISCAL IMPACT/SUMMARY
This item recommends amendments in order to modernize the City’s existing Military Leave Supplemental Pay and Benefit Plan Resolution, first adopted in 1990. The recommended additions and edits to the previously established Resolution (Resolution 90-159) will clearly define and provide an updated set of guidelines for employees on active Military Leave regarding wage and benefit continuation.

In relation to Fiscal Impact, it is difficult to determine the actual costs associated with the supplemental pay and benefits plan because the costs to the City are affected by a multitude of variables, including: The employee’s military and City classifications; the employee's military and City salary and benefit packages; the number of years of military service; the estimated length of time to be served on military leave status; the military leave location and assignment; and any overtime, provisional appointment pay, and/or on-call staffing that may result from the employee's absence. In general, it is rare for City employees to be called back to active duty. In Brea’s history, we have had only a couple of instances in which employees have been called to active military duty.

Attachments
Resolution
RESO NO. 2025-XX
December 16, 2025
1 RESOLUTION NO. 2025-XX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BREA

ENACTING REVISED PROVISIONS RELATING TO WAGE AND

BENEFITS CONTINUATION FOR CITY EMPLOYEES WHO ARE

MEMBERS OF THE MILITARY RESERVE CALLED TO ACTIVE
DUTY AND REPEALING RESOLUTION NO 90-159.

A. RECITALS:
(i) Whereas, the City Council of the City of Brea desires to revise the established supplemental pay and benefit plan for City employees who are members of the military reserve to minimize the considerable financial hardship on these reservists called to active duty; and
(ii) Whereas, the City Council believes that revisions of the supplemental pay plan will be helpful in recruitment and employee morale, and that military training may improve the employee's performance on the job; and
(iii) Whereas, the City Council recognizes that a strong, ready reserve force is essential for national defense, and that the support of civilian employers is necessary if the military is to maintain and increase their readiness. (iv)On December 18, 1990, the City of Brea adopted and approved Resolution 90-159, establishing Wage and Benefits Continuation for City Employees who are Members of the Military Reserve Called to Active Duty.
(v) It is the desire of the City to amend Resolution No. 90-159. (vi)It is necessary from time to time to review and adjust City policies to align with State and Federal military leave updates and to align with neighboring agencies.

RESO NO. 2025-XX
December 16, 2025
2 (vii) All amendments set forth in this Resolution shall be effective December 16, 2025, unless specifically provided herein.

B. RESOLUTION
NOW, THEREFORE, be it found, determined and resolved by the City Council of the City of Brea, as follows:

1. Amend the Wage and Benefits Continuation for City Employees Who Are Members of the Military Reserve Called to Active Duty as follows:

SECTION 1. DEFINITIONS.

This Resolution establishes a Supplemental Salary Plan for all regular City of Brea (City) employees who are members of the military reserve and are called to active duty.

Pursuant to the California Military and Veterans Code, 395, et seq.:

A. Military Reserve: California Military and Veterans Code defines a military reserve as a member of the reserve corps of the Armed Forces of the United States, or of the National Guard, or the Naval Militia.

B. Active Duty: Service on a full-time basis (no matter what the duration) with any of the Armed Forces of the United States, National Guard, or the Naval Militia.

Active duty may include active military training, encampment, naval cruises, special exercises, or like activity; and
C. Military Leave Benefits: Under the California Military and Veterans Code, the first thirty (30) calendar days of any period of active service are paid at the full rate of an employee’s pay and benefits. This compensation is in addition to the pay an employee otherwise receives from the military.

D. Temporary Military Leave: Is a leave of absence from public employment to engage in ordered military duty work for a period not to exceed 180 calendar days, including travel time, for purposes of active military training, or like activity as a member of the reserve corps or force of the armed forces of the United States.

E. Inactive Duty: Any service that does not qualify as active duty; specifically, the “drill” or inactive training duty.

RESO NO. 2025-XX
December 16, 2025
3 F. Employee: Employee who has a minimum of one year of service with the City of Brea prior to the start of their leave.

SECTION 2. EMPLOYER OBLIGATIONS.

Pursuant to the California Military and Veterans Code, 395, et seq. and the U.S.

Uniformed Services Employment and Reemployment Rights Act (USERRA), the City of Brea will provide wage continuation benefits to all regular employees who are military reservists and who are on military leave of absence. Such employee shall receive full wage continuation for the first thirty (30) calendar days of said military leave and a total of one hundred eighty (180) days of military leave of absence per fiscal year. Compensation includes regular salary as defined in Section 3:

Supplemental Wage Plan.

An employee who is ordered on military leave, and who has been employed with the City for a period of not less than one (1) year, is only entitled to pay for the first thirty (30) calendar days of military leave.

SECTION 3 SUPPLEMENTAL WAGE PLAN.

Regular employees on temporary military leave will be eligible to receive salary continuation under the Supplemental Wage Plan after the first thirty (30) calendar days of said leave. Salary continuation will begin on the 31 st calendar day of temporary
military leave and cease at the end of the pay period in which the 180th day of temporary military leave falls. For this Resolution, salary continuation shall be defined as the difference between the employee's regular salary and their military pay (military pay shall be defined to include wages, salary, specialty assignment, housing subsidy, or any other form of compensation) and his/her salary with the City. Regular salary and military compensation are defined as follows.

A. Regular Salary: For purposes of this Resolution, regular salary shall mean base salary rate, exclusive of overtime, plus holiday pay and any increment special pays as defined under the applicable Memorandum of Understanding (MOU) that the employee was earning at the time of call to temporary military duty as well as any of the following pays or allowances: education incentive, P.O.S.T., and/or uniform.

B. Military Compensation: Military compensation as used herein shall include Regular Military Compensation (RMC) as defined by the U.S. Department of Defense, plus all other monthly military pay and allowances.

C. Wage Increases: An employee on temporary military leave will receive acrossthe-board wage adjustments pursuant to the applicable MOU covering the employee’s classification. Such an employee shall not receive step increases, exceptional performance pay, or any other wage adjustments that are connected to merit or performance during the temporary military leave. An RESO NO. 2025-XX
December 16, 2025
4 employee on probation when called to temporary military duty shall be required to complete the remainder of his/her probationary period upon return to work.

SECTION 4. SUPPLEMENTAL HEALTH PLAN.

The City shall continue to contribute to the allotted Flexible Benefit Plan towards an employee’s health insurance pursuant to the applicable MOU while the employee is on temporary military leave and covered by the Supplemental Wage Plan.

Dependent(s) will be covered only if the dependent(s) were covered under the City's plan(s) at the time of the employee's deployment or if enrolled during the City’s designated open enrollment period occurring during their leave.

A. Medical Opt-Out: An employee receiving opt-out pay will continue receiving said pay pursuant to the applicable MOU while on temporary military leave and eligible for the Supplemental Wage Plan.

B. COBRA: In compliance with the federal Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA), employees and their dependents not eligible for the Supplemental Health Plan (see Limitations) may elect continuation of health insurance under the terms outlined in the Act.

C. Deferred Compensation: Employee contributions to the City’s designated Retirement Savings Plan administrator, shall continue to be made from the employee’s salary continuation pay, as long as there are sufficient earnings.

However, the employee can elect to cease contributions during their leave.

SECTION 5. VACATION, SICK LEAVE, AND HOLIDAYS.

Eligible employees shall continue to accrue vacation and sick leave accruals in accordance with their applicable MOU while on temporary military leave. Employees whose vacation balance exceeds their maximum accrual shall be compensated for those hours in excess of their maximum accrual. Such payment shall not be considered salary as defined in Section 3 (A).

SECTION 6. CALIFORNIA PUBLIC EMPLOYEES’ RETIREMENT SYSTEM (CalPERS).

Eligible employees shall accrue military service credit for retirement in accordance with the laws, regulations, and procedures of the California Public Employees' Retirement System while on temporary military leave.

SECTION 7. POLICY LIMITATIONS
At no time shall the Supplemental Wage Plan exceed the compensation package that would have been available to the employee had the employee not been called to temporary military duty.

RESO NO. 2025-XX
December 16, 2025
5 A City employee, while on temporary military leave, shall not be considered on duty at the City of Brea. Any injuries or illnesses arising as a result of the temporary military duty will not be considered arising out of or in the course and scope of employment with the City of Brea.

An employee will be eligible for a total of 180 days of the benefits afforded by this Resolution for temporary military leave during the entire course of his/her employment with the City. Once benefits are exhausted under the Resolution, an employee's periods of temporary military leave will be limited to compensation in accordance with the State of California Military and Veterans Code 395, et seq, or other applicable law.

SECTION 8. EMPLOYEE OBLIGATIONS
The employee shall notify their Department Director and the Human Resources Division as far in advance as is reasonably possible of the employee's plans for military duty and training. The employee shall also provide the City with adequate documentation, including copies of official military orders and other related information, to support any specific request for military leave, compensation, and reemployment.

In addition, upon release from military duty, the employee shall immediately notify the City of their expected return-to-work date.

The City shall not pay any wage or benefit provided for in this Resolution until and unless employees who may be entitled to such payment provide satisfactory proof and documentation of eligibility to receive payment in accordance with procedures established by the Human Resources Division.

In accordance with the U.S Uniformed Services Employment and Reemployment Rights Act (USERRA), employees absent on a temporary military leave of thirty (30) days or less must report back to the City by the beginning of the first regularly scheduled work day following completion of service, after allowance for travel home from military duty location and an eight (8) hour rest period.

APPROVED AND ADOPTED this 16th day of December, 2025.
________________________________
Cecilia Hupp, Mayor
ATTEST: ________________________________
Victoria Popescu, City Clerk
RESO NO. 2025-XX
December 16, 2025
6 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 16th day of December, 2025, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

Dated: ______________________________

______________________________
Victoria Popescu, City Clerk
CITYof  BREA
City Council Regular Meeting
Communication
December 16, 2025
Item No. 5M.

Monthly Report of Investments for the City of Brea for Period Ended November 30, 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 current Monthly Report of Investments is prepared in accordance with Government Code Sections 41004 and 53607 and contains information on the City's investment activities for the month of November. 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). The LAIF is used for short-term investments and functions like a savings account. Whereas cash for day-to-day activities is deposited in Demand and Interest-Bearing checking accounts.

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 a Monthly Account Statement prepared by Chandler. The book value represents the cost of investments, plus or minus amortization/accretion. As of November 30, 2025, the total market value of the managed investment portfolio, including accrued interest, was $97,543,880 as compared to $97,015,656 at October 31, 2025. The weighted average investment yield for November 30, 2025, was 3.92%, which was slightly higher than the prior month. The City’s LAIF had a total market value, including accrued interest, of $3,505,878 at November 30, 2025, which brings the total value of the City’s investment portfolio as of November, 2025, to $101,049,758 as compared to the balance of $100,012,308 at October 31, 2025.

The City has restricted cash and investments held in the post-employment benefits trust accounts for both Pension and Other Post Employment Benefits (OPEB), administered by PARS, 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 November 30, 2025, the market value of the PARS pension account, including short-term cash and accrued interest, was $13,889,009 as compared to $13,825,347 from the prior month. The OPEB account had a market value of $496,863 as compared to $494,641 from the prior month.

All other restricted cash investments (bond reserve accounts), including short-term cash and accrued interest, were $695,166 in comparison to $692,321 from the prior month.

Pursuant to the City's investment policy, except for 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 November, the City’s managed investment portfolio increased by $1,037,450, primarily due to the receipt of property tax revenues, which resulted in a net deposit of $500,000 into the Local Agency Investment Fund (LAIF).

The remaining increase was attributable to favorable market conditions. In addition, the bond reserve accounts increased by $2,845 due to positive market performance. Lastly, the PARS investment accounts realized a gain of $65,884, also driven by favorable market performance during the reporting period.

Attachments
Attachmet A - City - November 2025.pdf
City of Brea
Cash and Investment Information
Book Market
Value Value*
Demand and Interest-Bearing Checking Accounts Citizen's Bank $ 5,446,992.75 $ 5,446,992.75 Local Agency Investment Fund LAIF $ 3,487,293.53 $ 3,505,877.55 Managed Investment Portfolio - CHANDLER Chandler/BNY $ 95,887,317.33 $ 97,543,879.77 PARS Post-Employment Benefits Trust - Pension** PFM/US Bank $ 12,322,001.39 $ 13,889,008.53 PARS Post-Employment Benefits Trust - OPEB** PFM/US Bank $ 456,455.43 $ 496,862.90 Fiscal Agent Cash & Investments**
2017 Brea Plaza Public Improvements CFD Bonds (CFD 2008-2) Chandler/BNY $ 689,309.18 $ 693,792.19 2019 Olinda Ranch Public Improvements CFD Bonds (CFD 1997-1) Chandler/BNY $ 504.74 $ 504.74 2019 Water Revenue Bonds Chandler/BNY $ 632.95 $ 632.95 2020 Water Revenue Refunding Bonds Chandler/BNY $ 203.69 $ 203.69 2021 Lease Revenue Refunding Bonds Chandler/BNY $ 32.25 $ 32.25 Sub-total - Fiscal Agent Cash & Investments $ 690,682.81 $ 695,165.82 Report Grand Total $ 118,290,743.24 $ 121,577,787.32
* Includes accrued interest on invested funds
** Reserve Fund
November 30, 2025

ATTACHMENT A