Eastvale City Council
July 24, 2024

311

FIRST AMENDMENT TO

AGREEMENT FOR ANIMAL CONTROL FIELD AND

SHELTER SERVICES

BETWEEN THE CITY OF EASTVALE

AND THE COUNTY OF RIVERSIDE
IN WITNESS WHEREOF, COUNTY and CITY have: caused their- duly authorized representatives to execute this I- irst Amendment.

COUNTY OF RIVERSIDE
Kevin Jeffries. Chair
Board of Supervisors
ATTEST:

Kimberly Rector
Clerk ' the Board
V
4By:

APPROVED AS TO FORM:

Minh Tran
County Counsel
By: / 9- -
13RUCF. G. FORDON
Deputy County Counsel

CITY OF EASTVALE
I3y:

Mark Orme
Cite Manager
ATTI : S" I-:

City Clerk
13N :

APPROVED AS TO FORM:
4) eputp' City Attorney

lt. pS- N?, 3 3,-
312
Department of Animal Services

Erin Gettis, Director
Dr. Kim Youngberg, Deputy Director

Riverside County

DEPARTMENT OF ANIMAL SERVICES
6851 Van Buren Blvd, Jurupa Valley, CA 92509
(951) 358-7387  FAX (951) 358-7300  TDD (951) 358-5124 Website: www.rcdas.org

May 30, 2024

City of Eastvale
Attn: Stephanie Vasquez
12363 Limonite Ave. Ste. 910
Eastvale, CA 91752

Re: Increase to Contract Rates - Recommendation to the Board of Supervisors on June 25, 2024

Greetings City Partner,

As we approach the end of Fisca l Year 2023-2024, the Riverside County Department of Animal Services, and all County departments, received strategic direction from the County Executive Office and Board of Supervisors (the Board) to increase rates by five percent on all contracts for Fiscal Year 2024- 2025. This includes all contracts w ith our partner Cities where the Department of Animal Services (the Department) provides field, shelter and/or licensing services to the City. The proposed contract rates for the upcoming fiscal year, as shown in the attachment to this letter, will be recommended to the Board on Tuesday, June 25, 2024. If adopted, the new rates will go into effect on August 1, 2024, unless otherwise indicated in a City’s service agreement. Starting in August, the billing statement will reflect the increase in contract rates. The first statement will be sent out in September and subsequent statements following thereafter. Please be advised, the Department will be offering one year contract amendments to all of our cities to continue providing services.

The County conducted a rates study and determined that implementing a full cost recovery approach was not the most reasonable option for our City partners . The fees would be substantially higher if the County were to adopt the full cost recovery model instead of the proposed five percen t increase.

Essentially, there would be a conside rable difference between the current amount pa id by the City and the amount that the City would pay under the full cost re covery model. County Board Policy No. B-4 requires that County departments recover the actual cost of providing services.

Finally, please be advised that the Department of Animal Services will soon be proposing amendments to Ordinance No. 534 and Ordinance No. 630. These Ordinance Amendments will streamline processes , increase efficiency, and update practices to be in l ine with what is practiced nationwide. We encourage your City to promptly adopt any revised versions of these County Ordinances once adopted by t he Riverside County Board of Supervisors.

313
Department of Animal Services

Erin Gettis, Director
Dr. Kim Youngberg, Deputy Director

Riverside County

DEPARTMENT OF ANIMAL SERVICES
6851 Van Buren Blvd, Jurupa Valley, CA 92509
(951) 358-7387  FAX (951) 358-7300  TDD (951) 358-5124 Website: www.rcdas.org

During this fiscal year ( from July 1, 2023 to April 30, 2024), the Department of Anim al Services has impounded a total of 31,140 live and dead ani mals. To help d ecrease the amount of impounds at the shelters, the staff at Animal Servic es remain dedicated to reuniting pets with their owners a nd we encourage residents to do the same. Our shelter team works tirelessly to find loving hom es for animals promptly which reduc es their length of stay. In February 2024, the Department initiated the 5,000 Cat Challenge with the goal of saving the lives of an additional 5,000 cats. This initiative is intended to promote trap-neuter-return and shelter -neuter-return, the health of Riverside County cats and improve the outcomes . Other public provided s ervices that the department offers are mobile spay and neut er clinics, wellness clinics , and adoption events . The se efforts also help reduce costs for City partners , improve shelter conditions and lower euthanasia rates.

The County Department of Animal Services appreciates the opportunity to continue the positive partnerships that we have developed with your City. If you have any questions or want to di scuss this further, please contact Harold Jones at email: [email protected] or 951-903-0996 or T haiese Sermons-
Krishnan at email: [email protected] or (951) 358-7545.

Sincerely,

Erin Gettis
Director of Animal Services

314
Department of Animal Services

Erin Gettis, Director
Dr. Kim Youngberg, Deputy Director

Riverside County

DEPARTMENT OF ANIMAL SERVICES
6851 Van Buren Blvd, Jurupa Valley, CA 92509
(951) 358-7387  FAX (951) 358-7300  TDD (951) 358-5124 Website: www.rcdas.org

DEPARTMENT OF ANIMAL SERVICES
FY 24-25 CONTRACT CITY RATES

PROPOSED ANIMAL CONTROL OFFICER (ACO) RATES

POSITION CURRENT RATE FY
2023/2024

PROPOSED RATE FY
2024/2025
ACO (Hourly Rate) $131.31 $137.88
ACO (Overtime/Hourly-
minimum call out of 2 hours)
$170.15 $178.66

PROPOSED DAILY SHELTERING RATE

SERVICE CURRENT RATE FY
2023/2024

PROPOSED RATE FY
2024/2025
Daily Sheltering Rate $34.10 $35.81

PROPOSED LICENSE PROCESSING FEES

SERVICE CURRENT RATE FY
2023/2024

PROPOSED RATE FY
2024/2025
License Processing Fee $11.35 $11.92

PROPOSED IMPOUND FEES

LOCATION CURRENT RATE FY
2023/2024

PROPOSED RATE FY
2024/2025
Blythe $6.90 $7.25
San Jacinto $10.44 $10.96
CVAC $10.86 $11.40
Jurupa Valley $12.53 $13.16

OTHER PROPOSED FEES

SERVICE CURRENT RATE FY
2023/2024

PROPOSED RATE FY
2024/2025
Large Animal-Horses $20.00 $21.00
Large Animal-Donkey, Sheep $12.00 $12.60
Deads $70.00 $73.50
Wildlife $138.00 $144.90
315

SECOND AMENDMENT TO

AGREEMENT FOR ANIMAL CONTROL FIELD AND

SHELTER SERVICES

BETWEEN THE CITY OF EASTVALE AND THE

COUNTY OF RIVERSIDE
This Second Amendment to the AGREEMENT FOR ANIMAL CONTROL FIELD AND SHELTER SERVICES between COUNTY OF RIVERSIDE, a political subdivision of the State of California, on behalf of its Department of Animal Services (“COUNTY”) and the CITY OF EASTVALE (“CITY”), herein referred to as the “Second Amendment”, dated as of the Effective Date (defined herein), amends the Agreement as follows:

RECITALS
WHEREAS, COUNTY and CITY entered into an Agreement for Animal Control Field and Shelter Services Between the City of Eastvale and the County of Riverside for the provision of animal field and shelter services (“Original Agreement ”) for a term commencing July 1, 2020 through June 30, 2023 (“Agreement”); and
WHEREAS, the COUNTY’s Board of Supervisors ratified and approved the Agreement on March 2, 2021, in Minute Order 3.5; and
WHEREAS, the COUNTY has continuously provided the CITY with Animal Control Field and Shelter Services since July 1, 2020; and
WHEREAS, the Agreement authorizes amendments to the Agreement with the approval of the Board of Supervisors of COUNTY and City Council of CITY; and WHEREAS, COUNTY and CITY entered into a First Amendment to Agreement for Animal Control Field and Shelter Services Between the City of Eastvale and the County of Riverside effective July 1, 2023, through June 30, 2024; and WHEREAS, COUNTY and CITY desire to extend the term of the Agreement until June 30, 2025; and
WHEREAS, COUNTY and CITY desire to amend the Agreement to reflect changes in the compensation, license fees and payment provisions.

NOW, THEREFORE, in consideration of the foregoing, COUNTY and CITY agree as follows:

1. Recitals – The recitals set forth above are true and correct and incorporated herein by reference.

2. Effective Date and Term. “The “Effective Date” of this Second Amendment shall be July 1, 2024 and shall terminate on June 30, 2025 unless terminated earlier as provided herein under Section VI, Termination.”

3. Exhibit “A,” Exhibit “B” and Exhibit “C” of the Agreement are hereby removed in their entirety and replace with Exhibit “A-2,” Exhibit “B-2,” and Exhibit “C-2” attached hereto and incorporated herein by this reference.
316

SECOND AMENDMENT TO

AGREEMENT FOR ANIMAL CONTROL FIELD AND

SHELTER SERVICES

BETWEEN THE CITY OF EASTVALE AND THE

COUNTY OF RIVERSIDE

4. Entire Understanding . This Second Amendment, the First Amendment and the Original Agreement contain the entire understanding and agreement of the Parties. There are no oral or written representations, understandings, or ancillary c ovenants, undertakings or agreements that are not contained or expressly referred to within this Second Amendment, First Amendment and Original Agreement.

5. Further Assurances. The Parties agree to execute such other documents and to take such other actions as may be necessary to further the purpose of this Second Amendment.

6. Agreement in Full Force and Effect . Except as otherwise expressly modified herein, all other terms and conditions of the Original Agreement remain unmodified and in full force and effect.

7. Counterparts. This Second Amendment may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.
[SIGNATURES ON FOLLOWING PAGE]
317

SECOND AMENDMENT TO

AGREEMENT FOR ANIMAL CONTROL FIELD AND

SHELTER SERVICES

BETWEEN THE CITY OF EASTVALE AND THE

COUNTY OF RIVERSIDE
IN WITNESS WHEREOF, COUNTY and CITY have caused their duly authorized representatives to execute this Second Amendment.

COUNTY OF RIVERSIDE
By:

Kevin Jeffries, Chair
Board of Supervisors

CITY OF EASTVALE
By:

Mark Orme
City Manager
ATTEST:

Kimberly Rector
ClerkoftheBoard
By:

ATTEST:

City Clerk
By:

APPROVED AS TO FORM:

Minh Tran
CountyCounsel
By:

Deputy County Counsel
APPROVED AS TO FORM:

By:

Deputy City Attorney
318

CITY OF EASTVALE
EXHIBIT “A-2”

SCOPE OF ANIMAL CONTROL FIELD SERVICES
The County of Riverside (“COUNTY”), agrees to provide the following Animal Control Field Services for the City of Eastvale (“CITY”):

1. Provision of Field Services: The Animal Control Field Services to be provided by COUNTY for CITY within the corporate limits of CITY shall include the following activities:

1.1 Field Service Assistance: Respond to all calls for field service assistance pursuant to the priority of calls as described in this Exhibit “A” below.

1.2 Impoundment: County shall impound all animals found at large and collect and retain such impound fees as established by COUNTY’s Board of Supervisors.

1.3 Proper Care and Treatment : Provide humane care and treatment to any stray or abandoned animal in accordance with State law.

1.4 Animal Bites: Investigate reported bites by animals. COUNTY shall respond to all reported bites by dogs or by suspected rabid or wil d animals. CITY shall be responsible for handling, whether directly or by its own legal counsel, administrative or criminal proceedings, including and without limitation, appeals and enforcement actions, arising hereunder; COUNTY shall reasonably facilitate and make Animal Control Officers available for such court proceedings.

1.5 Quarantine: Quarantine all animals suspected to be rabid and/or that have bitten a person as prescribed by the California Compendium of Rabies Control and Prevention, the California Department of Public Health, and COUNTY policy.

1.6 Nuisance Animal Complaints: Respond to and process nuisance complaints, including stray and barking animal complaints, as referenced in Riverside County Ordinance 630, codified at Title 6 of the Riverside Coun ty Municipal Code (“Title 6”). CITY shall be responsible for handling, whether directly or by its own legal counsel, administrative or criminal proceedings, including and without limitation, appeals and enforcement actions, arising hereunder; COUNTY shall reasonably facilitate and make Animal Control Officers available for such court proceedings.

1.7 Dead Animals: Remove dead animals from the public right -of-way except in such cases where the animal is on a state highway within CITY limits. In such cases, COUNTY shall immediately (or as soon as practicable) notify the State of California Department of Transportation by telephone, facsimile, email or other means.

1.8 Return of Impounded Animals : Encourage the return of any lost/stray animal (impounded by field personnel) to the rightful owner in the field, subject to the payment of impound fees.

1.9 Kennels and Catteries : COUNTY shall inspect and issue permits to operate dog kennels and catteries within CITY pursuant to Title 6 and collect fees in connection therewith.

1.10 Issuance of Warnings and Citations : Enforce all appropriate provisions of Riverside County Ordinances, codified at Title 6 of the Riverside County Municipal Code, as necessary, including the issuance of warning notices or citations, for violations of th e provisions of said Code. CITY shall be responsible for handling, whether directly or by its own legal counsel, administrative or criminal proceedings, including and without limitation, appeals and enforcement actions, arising hereunder; COUNTY shall reas onably facilitate and make Animal Control Officers available for such court proceedings.

1.11 Service to Public : Provide service to the public on matters covered in this Agreement consistent with established policies and procedures that promote courteous and efficient service and good public relations. Other policies and procedures notwithstanding, COUNTY, in processing any type of complaint or request for service, shall indicate to the caller that a response can be expected as described in Section 5 below.

1.12 Complaints: The CITY and COUNTY shall designate a primary and alternate contact person for 319

the purpose of addressing complaints. "Complaint" as used herein shall mean any dissatisfaction or problem in the performance of services under this contract. When a complaint is received that requires a response from either PARTY, the CITY and COUNTY representatives designated for addressing complaints shall meet and confer to investigate and address the complaint within a reasonable time period.

2. Shelter Care and Disposition Services : The COUNTY shall shelter CITY’s animals at the County Animal Shelter, or other COUNTY operated shelter at the COUNTY’s discretion.

3. Provision of Supplies, Vehicles and Radio Equipment : COUNTY shall provide animal contro l vehicle(s) and equip it with the appropriate animal control boxes mounted on the truck chassis and with an air conditioning unit mounted on the animal control truck boxes for use in the provision of services as set forth in this Agreement. Vehicles shall be replaced at the COUNTY’s discretion. The COUNTY shall fuel and maintain said vehicles. COUNTY shall also provide all other supplies, medications, pharmaceuticals, and equipment necessary for the efficient and effective operation of animal control field services provided herein.

4. Missing or Stolen Animals : COUNTY shall file a report with the appropriate law enforcement agency within twenty -four (24) hours if an impounded animal is missing or suspected to have been stolen from an animal control vehicle or while in COUNTY’s custody. COUNTY shall indicate on the police report the circumstances of the animal's disappearance.

5. Priority of Field Services:

5.1 Definitions:

5.1.1 “Services” are those enforcement activities rendered by COUNTY pursuant to the relevant sections of Title 6, related State law, and where applicable, County of Riverside Ordinances, and are assembled for expediency into two categories: Emergency and Non - Emergency.

5.1.2 “Priority Ranking” refers to the order of priority with which a call will be handled. All calls shall go directly to the dispatcher or assigned clerical staff for relay to the Animal Control Officer. If a call is exceptional, as defined in Sectio n 5.4 of this Exhibit “A,” it shall be referred to the supervisor for evaluation and processing.

5.1.3 “Regular Service Hours” are the hours of 7:30 am to 5:00 pm, Monday through Friday, Holidays excepted.

5.1.4 “Limited Service Hours” are the hours of 5:00 pm to 7:3 0 am, Monday through Friday, all day Saturday, Sunday and on holidays.

5.1.5 “Holidays” are as those days as established by the COUNTY and the CITY wherein the CITY or COUNTY is closed for service on a day that would otherwise be a regular service day.

5.2 Field service activities shall be performed daily and are generally based on both the Priority Ranking and on Limited Service Hours. All calls involving imminent danger will be responded to within sixty (60) minutes if reasonably possible, subject to considerations involving the time of day, traffic conditions, or other circumstances. An Animal Control Officer shall respond to animal medical emergencies and other emergencies involving danger to humans within thirty (30) minutes or less during Regular Service Hours, and within sixty (60) minutes or less during Limited Service Hours and on Holidays. CITY acknowledges that response time may be affected by traffic congestion or other hindering circumstances. COUNTY shall provide a means for responding to calls for servic e that take place during Limited Service Hours which are of an emergent nature pursuant to this Exhibit “A.” Field service personnel shall be assigned to patrol and perform other service field tasks as defined by COUNTY and CITY.

5.3 Telephone service: The COUNTY shall answer all telephone calls for field services during 320

Regular Service Hours. Calls shall be received by the COUNTY answering service during Limited Service Hours and on Holidays, as noted above. Calls answered by the answering service will be handled on an emergency basis as outlined in this Exhibit “A.” The dispatcher and/or clerical support staff shall maintain a detailed record of all requests for service, both emergency and routine, received during Regular Service Hours and Li mited Service Hours, including time and date, when the calls were answered, and the disposition of those calls.

Records of these calls shall be maintained for at least thirty (30) days. The CITY and COUNTY agree that any incident reports to the COUNTY by r esidents or through emergency services involving a dangerous, aggressive, wild, injured or sick animal constitute an emergency and requires immediate action by the COUNTY pursuant to this Agreement. Calls for service received during Limited Service Hours t hat are not of an emergent nature shall be answered by an answering service and referred to call back on the next business day during phone center operational hours. These calls then be scheduled for response in accordance with this Exhibit “A.”

5.4 Calls considered as Emergencies to be handled Without Delay:

5.4.1 Animals endangering health or safety of the community.

5.4.2 Police Department requests for service.

5.4.3 Sick or injured stray animals.

5.4.4 Animals in distress.

5.4.5 Humane investigations – life threatening. (Depending on immediate circumstance)

5.4.6 Venomous snakes

5.4.7 Dead animal removal, Summer months only between June 1 and August 31 during Regular Business Hours

5.5 Calls Considered as Non-Emergency to be handled during Regular Business Hours:

5.5.1 Pick-up confined, healthy, stray-animals.

5.5.2 Dead animal removal, between September 1 and May 31.

5.5.3 Quarantine investigations.

5.5.4 Leash law enforcement.

5.5.5 Nuisance animal investigations.

5.5.6 Permit investigations.

5.6 Exceptions:

The Director of Animal Control or the deputies of the Animal Control Director may, on a case- by-case basis, authorize variations of priority when circumstances require.

6. Quarterly Reports:

COUNTY shall furnish to the City Manager, or designee, quarterly and annual reports detailing field services provided that quarter. Upon reasonable notice to COUNTY, CITY may inspect any facility or records to verify the data contained in the reports. 321

CITYOF EASTVALE
EXHIBIT “B-2”

SCOPE OF ANIMAL SHELTERING SERVICES
The County of Riverside, on behalf of its Department of Animal Services (“COUNTY”), agrees to provide the following Animal Shelter Services for the City of Eastvale (“CITY”). All capitalized terms set forth herein are defined in Section B below.

A. COUNTY ANIMAL SHELTER LOCATION

1. Shelter Location : The COUNTY shall maintain CITY’s animals at the Western Riverside County/City Valley Animal Campus (“Shelter”), or other shelter operated by COUNTY at COUNTY’s discretion.

The COUNTY shall be responsible for the operation and maintenance of its shelters and the care of the animals on a twenty-four (24) hour basis.

2. Shelter Hours of Operation: COUNTY shall maintain hours of operation at the Shelter to provide maximum public access to the animals, to the extent possible.

B. DEFINITIONS

1. “Animal Shelter Services” shall include the following activities and services:
a. Impoundment, admittance, receipt of, care of, custody of and/or feeding of any and all stray animals.
b. Redemption, treatment, sale, adoption, and/or disposal of all animals. c. Counseling and advising animal owners.
d. Posting on Shelter’s website of photographs of all newly impounded animals and identifying each animal individually.
e. Ensuring that all dogs, four (4) months and older, released from the COUNTY to a resident of County of Riverside are licensed, micr ochipped, and spayed/neutered and, if not licensed, to sell license to the owner or other person taking custody of such dog. In accordance with COUNTY ordinances, require the micro -chipping of released animals at the owner’s expense.
f. Humane euthanasia of a nimals as lawful and necessary, including the creation of a log detailing those animals that are euthanized and the reasons for such euthanasia on an animal-by-animal basis. This log shall include whether the animal was unhealthy and/or unsuitable for adoption.
g. Proper disposal of dead animals at the rate as set forth in Exhibit C, Payment Provisions. h. “Care” includes, but is not limited to providing a safe, temporary refuge for any animal impounded, and providing needed medical services for injured/sick anim als or transfer of animal to the appropriate agency.

2. “Adoptable Animal” shall mean an animal eight (8) weeks of age or older that at or subsequent to the time the animal is impounded or taken into possession, has manifested no sign of disease, injury, or congenital or hereditary condition that adversely affects the health or temperament of the animal, or that is likely to adversely affect the animal’s health in the future. Dogs declared “vicious” or “potentially dangerous” under State and/or local laws shall be deemed unadoptable.

3. “Treatable” shall mean an animal with a medical condition such as skin problems, bad flea or skin infestations, a broken limb, abscesses, or problems that may be treated with appropriate resources, holding space, treatment and/or time. “Treatable” shall also mean an animal with 322

behavioral conditions that may be corrected with time and proper training, such as chasing animals/objects,food aggression, etc.

4. “Untreatable Animal” shall mean any animal that is irremediably suffering from a serious illness or physical injury or behavioral condition and shall not be held for owner redemption or adoption.

5. “Impounded Animal” shall include animals found running at large, removed from private property, or that are taken into the shelter by COUNTY or law enforcement.

6. “Seized Animal” shall include animals that are confiscated under Penal Code 597.1 from an owner when ordered by a court of competent jurisdiction, whether the seizure was determined justified or not, when exigent circumstances exist.

C. SCOPE OF ANIMAL SHELTER SERVICES

1. Treatment of Animals: COUNTY shall provide adequate care and treatment of CITY’s animals whiles in custody of COUNTY to ensure that impounded animals are provided with humane and appropriate levels of care, including a clean environment, fresh water, adequate nutrition and appropriate medical care.

2. Level of Service Provided : COUNTY shall provide Animal Shelter Services as defined in this Agreement. COUNTY’s policies and procedures for Animal Shelter Se rvices shall be based on standards and/or guidelines derived from reputable animal care organizations including, but not limited to, the Humane Society of the United States, American Humane Association and American Veterinary Medical Association.

3. Feeding Protocols: All animals shall be fed in amounts appropriate to meet their nutritional needs.

4. Disease Control and Sanitation : COUNTY shall maintain the Shelter in a clean and sanitary condition. COUNTY’s policies and procedures may include beneficial standa rds and/or guidelines derived from reputable animal care organizations including, but not limited to, the Humane Society of the United States, American Humane Association and American Veterinary Medical Association.

5. Provision of Personnel and Supplies : COUNTY shall provide personnel, supplies, materials, medication, pharmaceuticals, and equipment, including forms and reports, to perform all aspects of the Animal Shelter Services described herein.

6. Holding Periods : COUNTY shall hold all stray -impounded an imals, not otherwise owner identifiable, for the holding periods as required by State law.

7. Euthanasia: Humane euthanasia services shall be provided as required for impounded animals held at the Shelter for the lawful number of days, if such animal is not r eclaimed by the animal’s owner and is deemed not adoptable by COUNTY. Untreatable Animals that are irremediably suffering from a serious illness or severe injury may not be held for owner redemption or adoption. Only euthanasia methods approved by the Amer ican Veterinary Medical Association shall be used. Records shall be kept for a period of not less than three (3) years on each euthanized animal shall include the following information: breed; sex; color; weight; other distinguishing characteristics; date, time, and location where animal was found; method of euthanasia, and reason for use of method.

8. Quarantine: COUNTY shall quarantine, as prescribed by the California Compendium of Rabies Control 323

and Prevention, State law, and COUNTY policy, all animals suspected of being rabid, or involved in a bite investigation.
a. Impoundments and Quarantines: COUNTY shall house, feed, and care for all animals impounded and/or quarantined at the Shelter. Quarantined animals may be quarantined at the owner’s home or an alternate location.

9. Animals Surrendered by their Owners: Any pet surrendered by the owner to an Animal Control Officer and transported to the COUNTY shelter shall incur prevailing owner surrender charges. Such fees shall be collected from the owner and conveyed to the COUNTY or be charged directly to the CITY at the established stray animal rate. a. Animals Surrendered by their Owners: Owner Surrenders will be impounded on a case- by-case basis. Diversion programs will be offered to assist with pet retention. CITY shall direct their constituents to consult with COUNTY to surrender their pet. COUNTY will offer CITY’s constituents assistance through diversion programs.

10. Any pet surrendered by the owner to an Animal Control Officer and transported to the COUNTY shelter shall incur prevailing owner surrender charges. Such fees shall be collected from the owner and conveyed to the COUNTY or be charged directly to the CITY at the established stray animal rate. CITY Animal Control Officers shall refer c onstituents requesting to surrender their animal to COUNTY for a diversion consultation. CITY shall not accept owner surrenders in the field prior to the constituent consulting the COUNTY.

11. Wildlife: COUNTY and CITY Animal Control Officers will work with c onstituents to ensure public safety while maintaining wildlife in the wild. COUNTY and CITY Animal Control Officers will triage wildlife reports to determine the appropriate response. Wildlife will be impounded if there is a public safety hazard, if the an imal’s welfare is at risk, if the animal is injured or orphaned, if the animal has been involved in a bite, or involved in an animal cruelty investigation.

12. Vicious and Potentially Dangerous Dogs: Any dog declared or determined to be vicious or potentially dangerous and in custody of COUNTY either under impoundment or quarantine shall be deemed unsuitable for adoption and shall not be released except as required by State law or at the Director of Animal Services’ discretion.

13. Incoming Animal Identification: Incoming animals shall be checked immediately for collar tags and scanned for microchip by qualified Shelter staff within one (1) hour of arrival at the Shelter.

Shelter staff shall make all attempts to notify owners within twenty -four (24) hours of an Impounded Animal delivered by CITY to COUNTY. Animal Control Officers shall attempt to return animals to the field prior to delivering the impounded animal to the shelter. Animal Control Officers shall scan animals in the field for microchips, call phone numb ers on tags, or research license numbers in an effort to reunite animals in the field.

14. Incoming Animal Examinations/Assessments: A cursory exam of an animal shall be performed within twelve (12) hours, except during Limited Service Hours when the examinat ion will be performed within twenty -four (24) hours. Incoming animal assessment shall include the following:
a. A physical examination to determine if a medical condition exists which requires a veterinarian’s attention
324

b. Routine vaccinations and de-worming, as needed
c. External parasite treatment, as needed
d. Document the animal’sincoming weight
e. Scan for microchip identification
f. Establish unique identifier for the animal
g. Document any identifying features or abnormalities. The COUNTY shall properly document on an animal -by-animal basis that an examination/assessment has been performed.

15. Enforcement: Enforce all relevant provisions of CITY’smunicipal code and State law as may be applicable to animals housed, kept or maintained at the Shelter.

16. Adoption: Animals identified as being available for adoption shall be up for adoption in the shelter or off-site location, or by posting online.

17. Spay and Neuter : COUNTY shall ensure that all dogs and cats adopted from the Shelter are spayed or neutered, or that adequate provisions are made for such spaying or neutering if COUNTY transfers any animals, or if an adopted animal is unable to receive spaying or neutering due to a medical condition.

In accordance with California Food and Agricultural (“F&A”) Code Sections 30503 and 31751.3, if veterinarian employed at the Shelter certifies that a dog or cat is too sick or injured to be spayed or neutered, the COUNTY shall collect a spay/neu ter deposit from the adopter or purchaser and this deposit shall be deposited into a segregated fund maintained by the COUNTY. The deposit shall be fully refunded to the adopter or purchaser if proof of sterility is provided within thirty (30) business day s from the date of surgery, at which the deposit is forfeited in accordance with F&A Code Sections 30503 and 31751.3. Spay and neuter deposits shall only be used by the COUNTY for canine and feline spay and neuter programs.

18. Microchipping: In accordance with California Food and Agricultural (“F&A”) Code Sections 31108.3 and 31752.1, COUNTY shall ensure that all dogs and cats being reclaimed, adopted, or transferred to a new owner are microchipped with current information prior to leaving the shelter.

19. Community Adoption Partners: COUNTY shall comply with F&A Code Sections 31108 and 31752 that provide that any stray dog or cat that is impounded “shall, prior to the euthanasia of that animal be released to a nonprofit, as defined in Section 501(c)(3) of the Internal Revenue Code, animal rescue or adoption organization if requested by the organization prior to the scheduled euthanasia of that animal. The public or private shelter may enter into cooperative agreements with any animal organization or adoption or ganization. The public or private shelter or organization must be approved by COUNTY prior to the transfer of any animals. In addition to any required spay or neuter deposit, the public or private shelter, at its discretion, may assess a fee, not to exceed the standard adoption fee, for animals adopted or released.”

20. Foster Care Placement: Certain animals may be placed in COUNTY’s foster care placement program so to improve animal care, give certain animals a better chance of adoption, and lift the spirits and morale of staff and volunteers.

21. Community Cat Program (CCP): COUNTY shall determine a cat’s eligibility for the CCP. If it is determined that a cat is eligible, the cat will be spayed/neutered, vaccinated, and eartipped. 325

Once the cat has recovered, the cat will be returned to place of origin.

22. Drug Enforcement Agency (DEA): COUNTY shall comply with all Drug Enforcement Agency (DEA) regulations regarding storage, record -keeping, inventory, use, and disposal of all controlled substances.

23. Staffing and Volunteers: COUNTY shall recruit and supervise all necessary personnel for the office, kennel, veterinary, and other areas of the Shelter. Staffing shall include any and all full or part-time personnel and shall include the recruitment, superv ision, and assignment of volunteers in suitable Shelter -related activities. Personnel employed at the Shelter in the performance of Shelter-related activities shall be designated as COUNTY employees and any and all volunteers engaged in Shelter activities shall participate in activities designated by COUNTY and shall be under the auspices of COUNTY. Use of volunteers at the Shelter shall be determined by COUNTY.

24. Missing Animals: COUNTY shall notify an appropriate law enforcement agency immediately of any an imal missing from the Shelter that had previously been impounded and/or in protective custody.

25. CITY Access: COUNTY shall provide access of the entire Shelter to the authorized representatives of CITY during Regular Service Hours or at such other times upon written notice.

26. Livestock and Fowl Care: COUNTY shall provide food, care and shelter to livestock and fowl, either at the Shelter or at another location, when such animals cannot be cared for at the Shelter.

Costs of housing any livestock or fowl, reg ardless of Shelter location shall be charged to the owner of the animal, if known. If the animal’s owner wishes to redeem the animal, the owner shall first pay all applicable fees and charges at the Shelter; except as otherwise required by law, then and only, will the COUNTY authorize release of the animal. COUNTY shall notify CITY in writing when said expenses reach the amount of $5,000 or greater per incident. Such expenses shall not exceed the amount of $25,000 per incident unless authorized in writing by CITY.

27. Animal Disposal: COUNTY shall prohibit any animal whether dead or alive, which has been impounded, in custody, or in quarantine at the Shelter to be given away, disposed of, traded, sold or in any manner given over to another person, organization or entity for experimentation, regardless of purpose. COUNTY shall be responsible for the disposal of animal remains in its custody or control, subject to applicable State laws.

28. LICENSE FEES (Section 2 of Riverside County Ordinance 630): Licenses shall be issued upon payment of the license fees at the same rate as established in Section 2 of Riverside County Ordinance No. 630 and are subject to change as amended by COUNTY’s Board of Supervisors, from time to time.

29. RABIES VACCINATION CERTIFICATE DATA: Rabies vaccination certificates shall be collected from area veterinarians and downloaded into COUNTY’s database after the data has been scrubbed of inconsistencies. Reminders of licensing requirements shall be automatically generated and mailed to dog owners. Those owners who fail to comply may be subsequently issued administrative citations. Remittance options include the web licensing portal on COUNTY’s website, www.rcdas.org. COUNTY shall verify dog license status whe n responding to requests for service or when responding to complaints. COUNTY shall also provide an automated or manual verification system whereby owners can verify the status of their animal’s 326

license by telephone.

30. COLLECTION OF LICENSE F EES: CITY authorizes COUNTY to issue and collect the fees for canine licenses and retain $11.92 per license on any and all canine license revenue generated by CITY residents during the term of the Agreement. All fees collected for canine licenses shall be accounted for by the COUNTY on a monthly basis and the COUNTY shall remit to CITY the net amount of license fees collected for each month. For purposes of this Agreement, the net amount of license fees shall mean the total amount of license fees collected in a month less the total of $11.92 per each canine license issued and shall be separate and apart from the monthly compensation rate due and payable by the CITY as required in Section III. Compensation .

CITY shall be responsible for a one -time conversion fee for new data, which is estimated to cost the City approximately $10,000 - $20,000. This cost does not include the expected ongoing annual maintenance fee of approximately $1,000. entered into COUNTY’s licensing database.

D. COMPENSATION

1. Compensation for Animal Shelter Services: Additional compensation for Animal Shelter Services may be required. Additional costs for large animal sheltering are incurred at $21 per animal, per day for horses and cattle, and $12.60 per animal, per day for swine, goats, and s heep in accordance with COUNTY’s Animal Control Ordinances and shall be billed based on actual sheltering on a monthly basis.

2. Impound/Quarantine Fees: CITY shall be responsible for all costs associated with any and all animals seized within the CITY bound aries and brought to COUNTY which are held in Shelter, including facilities that have agreements with the COUNTY to provide additional shelter services under the supervision of the COUNTY. This includes, but is not limited to, animals held in association with any criminal prosecution of animal abuse and welfare cases, animals being held as evidence in a court filing, or rabies quarantine. The COUNTY agrees to assist the CITY in seeking reimbursement from the owner by providing invoices for all services prov ided. All services provided to each animal involved shall be charged as of the current date including but not limited to the following: IMP 1 -collection; State Fine 1 -collection, Board collection- all fees due; QT Board collection -if applicable; Rabies Vac cination collection - if applicable; DA2PPV collection; Bordatella collection; microchip collection; any and all medications provided to each animal; and personnel charges. All fees will be in accordance with the COUNTY’s current fee schedule.

3. Outreach Activities: CITY shall work with COUNTY to promote responsible pet ownership, lost and found animals, mutually agreeable animal welfare programs, Spay/Neuter Services, and through its own social media pages. If requested by CITY, the daily flat rates for vaccination clinics or spay/neuter clinics shall be billed based on actual outreach days specified in Exhibit C:
a. Vaccination or Spay/Neuter Clinic: The cost includes staff, vaccinations, and microchips, free to constituents with two hundred (200) animal c ap per event for vaccination clinic OR thirty (30) animal cap per event for spay/neuter. The clinics are billed on actual use. 327

CITYOF EASTVALE
EXHIBIT “C-2”

PAYMENT PROVISIONS
City of Eastvale (“CITY”)shall compensate the County of Riverside (“COUNTY”)on a monthly basis arrears, with a monthly billing and accounting thereof by COUNTY to CITY those fees as established by the CITY’s Master Fee Schedule, as amended from time to time, and COUNTY’s Board of Supervisors’ fee schedule, as amended from time to time; relative to the services to be performed under this Agreement as follows:

Field and Shelter Services Estimate
Service Quantity Cost Annually Monthly
Half-timeAnimal
Control Officer 1,040 $143,395.20 ea. $143,395.20 $11,949.60 Estimated Overtime* 182.50 $178.66/hour $32,605.45 $2,717.12 Animal Sheltering** 1,940 $35.81/day $69,471.40 $5,789.28 Wildlife Impounds** 23 $144.90/per $3,332.70 $277.72
DeceasedAnimalPick-
Up and Disposal** 148 $73.50/per $10,878.00 $906.50
O&M** 396 $13.16/impound $5,211.36 $434.28
License Processing*** 2,128 $11.92 per license $25,365.76 $2,113.81 Total Estimated Cost $290,259.87/FY $24,188.32/month
* Overtime/stand-by field services $178.66 per hour (minimum of two (2) hours per call, with a two (2) hour charge per each call).
**Cost will fluctuate based on actual overtime, wildlife calls and deceased animal pickups. Optional Services are not included in the total.
**Rates are subject to change as adopted by the Board of Supervisors, as specified in Section III of this Agreement.
***License processing cost may vary based on number of licenses sold. COUNTY shall retain $11.92 for each license sold, and remaining balance of license will be credited back to the CITY on a monthly basis.

Sheltering:

Animal Sheltering costs at the Western Riverside Valley Animal Campus is $35.81 per kenneling day, and it would be billed based on actual impounds. COUNTY shall provide CITY with a monthly invoice that includes actual impound statistics. The invoice will detail the number of animals impounded and the total number of kenneling days, plus all other applicable fees.

Operational and Maintenance (O&M):

O&M is charged at $13.16 per stray dog or cat impound.

Livestock and Other Impound Fees:

Large Animal Sheltering @ $21/animal (horses, ponies, cattle) per day of sheltering (additional cost billed on 328

actual use).

Large Animal Sheltering @ $12.60/animal (swine, goats, sheep) per day of sheltering (additional cost billed on actual use).

Wildlife impound fee: $144.90 per impound
Deceased animal pickup fee: $73.50 per animal
Optional Services
Daily flat rates for shot clinics and/or spay and neuter bus services will be billed based on actual outreach days scheduled. Compensation accounts for full staff time to provide service for one day. The maximum time possible will be afforded for actual outreach activity; however actual outreach activity time will be reduced by travel and preparation time the day of the event.

Shot Clinic or Spay/Neuter Bus Services:
$3,000 per event flat rate billed actual use**
(The cost to provide three (3) clinic services staff and one veterinarian for 9 hours, to be billed based on actual usage as requested by City.)
329

AGENDA STAFF REPORT

City Council Meeting

CONSENT CALENDAR

Agenda Item No. 11.14
July 24, 2024
Investment Policy Update
Prepared By:

Amanda Wells, Finance Director/City Treasurer
Recommended Action(s)
Staff recommends the City Council approve and adopt the revised administrative investment policy.

Summary
The City's Investment Policy (Policy) is an administra#ve policy adopted by City Council on an annual and as-needed basis. The purpose of the Policy is to provide guidelines for the investment of the City's funds based upon State law and prudent money management specific to the City of Eastvale.

The Policy applies to all funds and investment ac#vi#es of the City except for the investment of bond proceeds, which are governed by the appropriate bond documents, and any pension or other post employment benefits held in a trust that has a separate investment policy.

Background
The City’s contracts with PFM Asset Management LLC (PFM) for investment management and advising. Staff reviews the policy annually and reaches out to PFM for comments to ensure that the Policy is up to date with current California Government Code statutes. Policy updates are based upon the passing of Senate Bill 1489, which took effect on January 1, 2023 and Senate Bill 882, which took effect on January 1, 2024. Based upon PFM's review of the new Senate Bills, minor updates are included in the recommended Policy revision and are discussed in detail below. In addi#on, the Senate Bill 1489 lengthened the quarterly repor#ng deadline under Code Sec#on 3646 by 15 days, originally 30 days and now 45 days. For the past several years the city has been well within this deadline, as staff prepares monthly reports as a matter of preference. 12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752
951.361.0900 |
eastvaleca.gov
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Sec/on VIII.B. Authorized Investments.

To avoid any uncertainty on how to determine a
security’s term to maturity at purchase, PFM recommends that the city add a paragraph to this Sec#on to explicitly state that a security’s term to maturity at purchase is measured from se>lement date. Senate Bill 1489 made explicit that an investment’s remaining maturity is to be measured from the se>lement date of the purchase to its final maturity. The Code had not previously indicated whether a security’s remaining maturity at purchase was to be calculated from the trade or settlement date.

Sec/on VIII.13. Asset Backed Securi/es (ABS).

PFM recommends the city update this Sec#on
to incorporate a minor Code revision that took effect January 1, 2024. Senate Bill 882, Local Government Omnibus Act of 2023, made various minor edits to state statues, including a change to Code Sec#on 53601(o). The Bill codified the common Code interpreta#on that mortgage backed securi#es issued by federal agencies are excluded from the Code’s requirements described in Sec#on 53601(o) for privately issued asset- and mortgage-backed securi#es. This change does not otherwise modify the Code’s or the Policy’s requirements for the purchase of agency mortgage-backed securities.

A4achment A Glossary.

PFM recommends the city update the naming of financial reports in the Glossary to incorporate Governmental Accoun#ng Standards Board (“GASB”) Statement No. 98, dated October 2021, which established the term “Annual Comprehensive Financial Report” and its acronym “ACFR.” The new term and acronym replace outdated instances of “Comprehensive Annual Financial Report” and its acronym “CAFR."

In addi#on to the recommenda#ons from PFM, staff made several changes to the internal controls, repor#ng, and policy review sec#ons to be>er align with current procedures. Finally, non-material updates to formatting and language were made throughout the document to improve clarity.

Environmental
Government investment policies are not considered a Project as defined by the California Environmental Quality Act (CEQA) and no environmental review is required.

Strategic Plan Action - Priority Level: 1B
| Target #: 3
| Goal #: 9
Diversify and enhance revenue streams
Fiscal Impact
The changes to the investment policy are not material in nature and will not affect the investment returns the city currently receives.

Prior City Council/Commission Action
The most recent update to the investment policy was adopted by City Council on July 28, 2021.

Attachment(s)
Attachment 1 - PFM Memo

Attachment 2 - Redlined Investment Policy

Attachment 2 - Final Investment Policy

12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752
951.361.0900 |
eastvaleca.gov
331

June 27, 2024
Memorandum

To: Amanda Wells, Finance Director/City Treasurer
City of Eastvale

From: Monique Spyke, Managing Director
Richard Babbe, CCM, Senior Managing Consultant
PFM Asset Management LLC

RE: 2024 Investment Policy Review

At your request, we reviewed the City of Eastvale’s (the “City”) Investment Policy (the “Policy”) as part of the City’s annual review process. The current Policy is comprehensive and consistent with the applicable California Government Code (the “Code”) sections regulating the investment of public funds. We are, however, recommending the City update a couple of Policy sections.

Section VIII.B. Authorized Investments. To avoid any uncertainty on how to determine a security’s term to maturity at purchase, we recommend that City add a paragraph to this Section to explicitly state that a security’s term to maturity at purchase is measured from settlement date. This incorporates a Code revision made as part of Senate Bill 1489, which took effect January 1, 2023. This Bill made explicit that an investment’s remaining maturity is to be measured from the settlement date of the purchase to its final maturity. The Code had not previously indicated whether a security’s remaining maturity at purchase was to be calculated from the trade or settlement date.

Section VIII.13. Asset Backed Securities (ABS). We recommend the City update this Section to incorporate a minor Code revision that took effect January 1, 2024. Senate Bill 882, Local Government Omnibus Act of 2023, made various minor edits to state statues, including a change to Code Section 53601(o). The Bill codified the common Code interpretation that mortgage- backed securities issued by federal agencies are excluded from the Code’s requirements described in Section 53601(o) for privately issued asset- and mortgage-backed securities. This change does not otherwise modify the Code’s or the Policy’s requirements for the purchase of agency mortgage-backed securities.

Attachment A Glossary. We recommend the City update the naming of financial reports in the Glossary to incorporate Governmental Accounting Standards Board (“GASB”) Statement No. 98, dated October 2021, which established the term “Annual Comprehensive Financial Report” and its acronym “ACFR.” The new term and acronym replace instances of “Comprehensive Annual Financial Report” and its acronym “CAFR.”
Please let us know if you have any questions or if you would like to set up a time to discuss. 332

CITY OF EASTVALE
Administrative Policy
Policy No: A-02
Subject
Investment Policy
Effective
Date:07/24/2024

The City of Eastvale has adopted the following policy for the investment of City funds.

I. Legal Authority
The authority governing investments for the City of Eastvale is set forth in the California Government Code, sections 53601 et. Seq.

The City Treasurer is granted authority to make investments on behalf of the City. Government Code Section 53607 states “.....the authority of the legislative body to invest or to reinvest funds of a local agency, or to sell or exchange securities so purchased, may be delegated for a one-year period by the legislative body to the treasurer of the local agency, who shall thereafter assume full responsibility for such transactions until such time as the delegation of authority is revoked, and shall make a monthly report of such transaction to the legislative body. Subject to review, the legislative body may renew the delegation of authority pursuant to this section each year”
As permitted by Government Code 53601, the City Treasurer may delegate day-to-day investment decision making and execution authority to an investment advisor. Eligible investment advisors must be registered with the Securities and Exchange Commission (SEC) under the Investment Advisors Act of 1940. The advisor will follow the Policy and such other written instructions as are provided.

Government Code Section 53649 states “...the treasurer is responsible for the safekeeping of money in his custody and shall enter into any contract with a depository relating to any inactive deposits which in his judgment is to the public advantage.” II. Purpose
The purpose of this policy is to provide guidelines for the investment of the City’s funds based upon State law and prudent money management. This policy is designed according to the specific needs of the City of Eastvale. The ultimate goal is to enhance the economic status of the City while ensuring the safety of funds.

III. Scope
The Investment Policy applies to all funds and investment activities of the City except for the investment of bond proceeds, which are governed by the appropriate bond documents, and any pension or other post-employment benefit funds held in a trust that has a separate investment policy.

IV. Investment Objectives
The investment of the funds of the City of Eastvale shall be guided by the goals of safety, liquidity, diversification and return on investments in that order of priority.

1. Safety: Safety of principal is the foremost objective of the City of Eastvale. Each investment transaction shall seek to ensure that capital losses are minimized, whether 333

CITY OF EASTVALE
Administrative Policy
Policy No: A-02
Subject
Investment Policy
Effective
Date:07/24/2024

from securities default, broker-dealer default, or erosion of market value. The City shall seek to preserve principal by mitigating the two types of risk: credit risk and interest rate risk.

1. Credit Risk - Credit Risk; defined as the risk of loss due to failure of the issuer of a security, shall be mitigated by investing only with issuers whose financial strength and reputation can be verified to be highly rated by nationally recognized statistical rating organizations (NRSROs) and by diversifying the investment portfolio so that the failure of any one issuer would not unduly harm the City’s cash flow.

2. Interest Rate Risk – Interest rate risk, the risk of the market value fluctuations due to overall changes in the general level of interest rates, shall be mitigated by (a) structuring the portfolio so that securities mature earlier than or concurrent with the timing of major cash outflows, thus eliminating the need to sell securities prior to their maturity; (b) prohibiting the use of leverage or margin accounts; (c) prohibiting the taking of short positions, that is, selling securities which the City does not own; (d) prohibiting the use of reverse repurchase agreements; and (e) prohibiting the use of “inverse floaters”. It is explicitly recognized herein, however, that in a diversified portfolio, occasional measured loses are inevitable, and must be considered within the context of the overall investment return.

2. Liquidity: The investment portfolio will remain sufficiently liquid to enable the City to meet its cash flow requirements.

3. Return on Investments: The investment portfolio shall be designed with the overall objective of obtaining a total rate of return throughout economic cycles, commensurate with investment risk constraints and cash flow needs.

V. Standard of Prudence
The City Council, City Manager, and Treasurer adhere to the guidance provided by the “prudent investor standard,” California Government Code (Section 53600.3), which obligates a fiduciary to insure that “When investing, reinvesting, purchasing, acquiring, exchanging, selling, or managing public funds, a trustee shall act with care, skill, prudence, and diligence under the circumstances then prevailing, including, but not limited to, the general economic conditions and the anticipated needs of the agency, that a prudent person acting in a like capacity and familiarity with those matters would use in the conduct of funds of a like character and with like aims, to safeguard the principal and maintain the liquidity needs of the agency. Within the limitations of this section and considering individual investments as part of an overall strategy, investments may be acquired as authorized by law.”
VI. Ethics and Conflict of Interest
Officers and employees involved in the investment process will refrain from personal business activities that could conflict with proper execution of the investment program, or which could impair their ability to make impartial decisions. Employees and investment officials will disclose to the City Manager any material financial interests in financial institutions that conduct business within their jurisdiction, and they will further disclose any large personal financial/investment 334

CITY OF EASTVALE
Administrative Policy
Policy No: A-02
Subject
Investment Policy
Effective
Date:07/24/2024

positions that could be related to the performance of the City’s portfolio.

VII. Authorized Financial Dealers and Institutions
If the City executes its own investment transactions, other than those investments purchased directly from the issuer, the City Treasurer will maintain a list of financial dealers and institutions qualified and authorized to transact business with the City.

The purchase by the City of any investment other than those purchased directly from the issuer, will be purchased either from an institution licensed by the State as a broker-dealer, as defined in Section 25004 of the Corporations Code, who is a member of Financial Industry Regulatory Authority (FINRA), or a member of a Federally regulated securities exchange, a National or State Chartered Bank a Federal or State Association (as defined by Section 5102 of the Financial Code), or a brokerage firm designated as a Primary Government Dealer by the Federal Reserve Bank.

The City Treasurer will investigate all institutions that wish to do business with the City, in order to determine if they are adequately capitalized, make markets in securities appropriate to the City’s needs, and agree to abide by the conditions set forth in the City’s Investment Policy and any other guidelines that may be provided. This will be done annually by having the financial institutions submit in writing that they have read and will abide by the City’s Investment Policy and submit its most recent audited Financial Statement within 120 days of the institution’s fiscal year end.

If the City has an investment advisor, the investment advisor may use its own list of authorized broker/dealers to conduct transactions on behalf of the City.

Purchase and sale of securities will be made on the basis of competitive bids and offers with a minimum of three quotes being obtained, whenever possible.

VIII. Deposits/Authorized Investments
A. Deposits
Money deposited in State or national banks, State or Federal savings associations, or State or Federal Credit unions within the State must be collateralized in accordance with Government Code 53630 et seq.. The City Treasurer, at his/her discretion, may waive the collateralization requirements for any portion that is covered by federal deposit insurance.

The City shall have a signed agreement with any depository accepting City funds per Government Code Section 53649.

B. Authorized Investments
General guidelines that the City should follow in managing its investments are as follows:
• For those investment types where this Policy does not state an explicit maturity limit, no investment will be purchased which matures more than five years from the date of purchase without the prior approval of the City Council at least 90 days in advance. 335

CITY OF EASTVALE
Administrative Policy
Policy No: A-02
Subject
Investment Policy
Effective
Date:07/24/2024

• For purposes of compliance with this Policy, an investment’s term or remaining maturity shall be measured from its settlement date to final maturity. A security purchased in accordance with this Policy shall not have a forward settlement date exceeding 45 days from the time of investment.
• Maturities of individual investments shall be diversified, attempting to match, where possible, cyclical cash flow requirements.
• The use of callable securities is permitted.

To reduce overall portfolio risk while attempting to attain market value rates of return consistent with the primary objectives of safety and availability of funds, investments shall be diversified cross types of investments, maturities of those investments, and institutions in which those investments are made.

The City specifically prohibits investments in reverse repurchase agreements and derivatives (interest rate floaters, range notes, interest-only strips).

Permitted Investments Per City Policy:

Investments shall be made only in those instruments specifically authorized by California State laws (section 53600-53609), and to no greater an extent than those authorized by those laws.

Limitations on Investments:

The City will limit investments in any one issuer to no more than 5%, regardless of security type. The following are exceptions to the 5% limit: U.S. Treasuries, Federal Agencies, supranationals, and pooled funds (i.e., money market funds, local government investment pools, CAMP, CalTRUST, CalCLASS, and LAIF). Where this section specifies a percentage limitation for a particular security type, that percentage is applicable only at the date of purchase.

Credit Criteria:

Credit criteria listed in this section refers to the credit rating category (inclusive of modifiers) at the time the security is purchased. If an investment’s credit rating falls below the minimum rating required at the time of purchase, the City Treasurer will perform a timely review and decide whether to sell or hold the investment.

The City’s specific permitted investment guidelines are listed below.

1. U.S. Treasuries. United States Treasury notes, bonds, bills, or certificates of indebtedness, or those for which the full faith and credit of the United States are pledged for the payment of principal and interest.

2. U.S. Agency Obligations. Federal agency or United States government-sponsored enterprise obligations, participations, or other instruments, including those issued by or fully guaranteed as to principal and interest by federal agencies or United States government- sponsored enterprises.
336

CITY OF EASTVALE
Administrative Policy
Policy No: A-02
Subject
Investment Policy
Effective
Date:07/24/2024

3. California State and Local Agency Obligations. Obligations of the State of California or any local agency within the state, including bonds payable solely out of revenues from a revenue producing property owned, controlled or operated by the state or any local agency or by a department, board, agency or authority of the state or any local agency. Obligations eligible for investment under this subdivision with maturities in excess of one year must be rated in a rating category of “A,” its equivalent, or better by a NRSRO. Obligations eligible for investment under this subdivision with maturities under one year must be rated in a rating category of at least “A-1,” its equivalent, or better by a NRSRO.

No more than 30% of the City's portfolio may be invested in California State and Local Agency obligations (includes 4. Other State Obligations).

4. Other State Obligations. Registered treasury notes or bonds of any of the other 49 United States in addition to California, including bonds payable solely out of the revenues from a revenue-producing property owned, controlled, or operated by a state or by a department, board, agency, or authority of any of the other 49 United States, in addition to California.

Obligations eligible for investment under this subdivision with maturities in excess of one year must be rated in a rating category of “A,” its equivalent, or better by a NRSRO.

Obligations eligible for investment under this subdivision with maturities under one year must be rated in a rating category of at least “A-1,” its equivalent, or better by a NRSRO.

No more than 30% of the City's portfolio may be invested in Other State obligations (includes

3. California State and Local Agency Obligations).

5. Bankers' Acceptances. Purchases of bankers' acceptances will have a maximum maturity of 180 days. Eligible bankers’ acceptances must be rated in a rating category of at least “A- 1,” its equivalent, or better by a NRSRO.

No more than 40% of the City's portfolio may be invested in bankers’ acceptances.

6. Commercial Paper. Commercial paper of “prime” quality of the highest ranking or of the highest letter and number rating as provided for by a NRSRO. The entity that issues the commercial paper will meet all of the following conditions in either paragraph (a) or paragraph (b):
a. The entity meets the following criteria: (i) Is organized and operating in the United States as a general corporation. (ii) Has total assets in excess of five hundred million dollars ($500,000,000). (iii) Has debt other than commercial paper, if any, that is rated in a rating category of “A,” its equivalent or higher by a NRSRO. b. The entity meets the following criteria: (i) Is organized within the United States as a special purpose corporation, trust, or limited liability company. (ii) Has program wide credit enhancements including, but not limited to, over collateralization, letters of credit, or surety bond. (iii) Has commercial paper that is rated in a rating category of “A-1” or higher, or the equivalent, by a NRSRO.

Eligible commercial paper will have a maximum maturity of 270 days or less.

No more than 25% of the City’s portfolio may be invested in commercial paper. 337

CITY OF EASTVALE
Administrative Policy
Policy No: A-02
Subject
Investment Policy
Effective
Date:07/24/2024

7. Medium-Term Notes. Medium-term notes, defined as all corporate and depository institution debt securities with a maximum remaining maturity of five years or less, issued by corporations organized and operating within the United States or by depository institutions licensed by the U.S. or any state, and operating within the U.S. Medium-term notes must be rated in a rating category of “A,” its equivalent, or better by a NRSRO.

No more than 30% of the City’s portfolio may be invested in medium-term notes.

8. Negotiable Certificates of Deposit.Negotiable certificates of deposit issued by a nationally or state-chartered bank, a savings association or a federal association (as defined by Section 5102 of the Financial Code), a state or federal credit union, or by a federally- or state-licensed branch of a foreign bank. Eligible negotiable CDs with maturities in excess of one year must be rated in a rating category of “A,” its equivalent, or better by a NRSRO. Eligible negotiable CDs with maturities under one year must be rated in a rating category of at least “A-1,” its equivalent, or better by a NRSRO.

No more than 30% of the City's investment portfolio may be invested in negotiable CDs.

9. State of California's Local Agency Investment Fund (LAIF). The State Treasurer established LAIF for the benefit of local agencies. The City can invest up to the maximum amount permitted by the State Treasurer.

10. Money Market Funds. Shares of beneficial interest issued by diversified management companies that are money market funds registered with the Securities and Exchange Commission under the Investment Company Act of 1940 (15 U.S.C. Sec. 80a-1, et seq.). To be eligible for investment pursuant to this subdivision these companies will either:
a. Attain the highest ranking letter or numerical rating provided by not less than two of the three largest NRSRO or
b. Have an investment advisor registered or exempt from registration with the Securities and Exchange Commission with not less than five years’ experience managing money market mutual funds and with assets under management in excess of $500,000,000.

No more than 20% of the City’s portfolio may be invested in money market funds.

11. Local Government Investment Pools (LGIPs). Shares of beneficial interest issued by a joint powers authority organized pursuant to Government Code Section 6509.7 that invests in the securities and obligations authorized in subdivisions (a) to (q) of Government Code Section 53601, inclusive. Each share will represent an equal proportional interest in the underlying pool of securities owned by the joint powers authority. To be eligible under this section, the joint powers authority issuing the shares will have retained an investment adviser that meets all of the following criteria:
a. The adviser is registered or exempt from registration with the Securities and Exchange Commission.
b. The adviser has not less than five years of experience investing in the securities and obligations authorized in subdivisions (a) to (q) California Government Code Section 338

CITY OF EASTVALE
Administrative Policy
Policy No: A-02
Subject
Investment Policy
Effective
Date:07/24/2024

53601, inclusive.
c. The adviser has assets under management in excess of five hundred million dollars ($500,000,000).

12. Supranationals. United States dollar denominated senior unsecured unsubordinated obligations issued or unconditionally guaranteed by the International Bank for Reconstruction and Development (IBRD), International Finance Corporation (IFC), or Inter- American Development Bank (IADB), with a maximum remaining maturity of five years or less, and eligible for purchase and sale within the United States. Investments under this subdivision must be rated in a rating category of “AA,” its equivalent or better by a NRSRO.

No more than 30% of the City’s portfolio may be invested in supranationals.

13. Asset-Backed Securities (ABS). Any mortgage pass-through security, collateralized mortgage obligation, mortgage-backed or other pay-through bond, equipment lease-back certificate, consumer receivable pass-through certificate, or consumer receivable-backed bond. For securities eligible for investment under this subdivision not issued or guaranteed by an agency or issuer identified in subdivisions (1) or (2) above, the following limitations apply:
a. The security shall have a maximum remaining maturity of five years or less and must be rated in a rating category of “AA,” its’ equivalent or higher by an NRSRO. b. No more than 20% of the City's portfolio may be invested in ABS authorized by this subdivision.

14. Placement Service Bank Deposits (PSD). Funds may be placed with a commercial bank, savings bank, savings and loan association, or credit union that uses a private sector entity that assists in the placement of deposit with eligible financial institutions located in the United States. The full amount of the principal and the interest that may be accrued during the maximum term of each PSD shall at all times be insured by federal deposit insurance. The maximum investment maturity will be restricted to five years.

No more than 30% of the City's portfolio may be invested in PSDs.

Prohibited Investments
Any security type or structure not specifically approved by this policy is hereby specifically prohibited. Security types which are thereby prohibited include, but are not limited to, inverse floaters, derivatives, range notes, interest only strips that are derived from a pool of mortgages, or in any investment that could result in zero interest accrual if held to maturity, except as authorized by Government Code Section 53601.6.

IX. Investment Program Internal Controls
A. Responsibility. The City Treasurer is responsible for establishing and maintaining an internal control structure designed to ensure that the assets of the entity are protected from fraud, loss, theft, or misuse. The internal control structure shall be designed to provide reasonable assurance that these objectives are met. 339

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B. Audit. Periodically, as deemed appropriate by the city or the city’s external auditing firm, an review of processes shall be conducted to ensure compliance with internal controls.

C. Separation of Reconciliation. A separation of responsibilities of reconciling bank statements and conducting investment transactions provides an internal control of checks and balances. Only individuals authorized by the Treasurer may conduct investment transactions. Consequently, individuals responsible for reconciling bank statements may not conduct investment transactions.

D. Third Party Safekeeping Agreements. A contractual agreement between the City and third party custodian is used to secure City invested funds.

E. Delivery versus Payment. All trades of marketable securities will be executed (cleared and settled) on a delivery vs. payment (DVP) basis to ensure that securities are deposited in the City’s safekeeping/custody bank prior to the release of funds.

F. Reporting. The City Treasurer shall submit an investment report on a quarterly basisto the City Council in accordance with California Government Code, Section 53646. Per the code, the report shall be submitted within 45 days of the end of the quarter; should the reporting requirements within the California Code change prior to the adoption of an updated investment policy, the reporting requirements within the current code shall supersede this policy. The City Treasurer may elect to provide the report monthly. This report shall include
 Types of investment
 List transactions as required by California Government Code 53607 when City Council has delegated authority
 Credit ratings
 Institutions involved
 Dates of purchases
 Dates of maturity
 Amount of deposits or cost of the security
 Current market value of securities
 Interest rates
 Investment fund balances
 Statement as to whether investments are in compliance with the Investment Policy, and if not, why
 Statement as to whether there are sufficient funds to meet the City’s cash obligations for the next 6 months, and if not, why.

A. Annual Policy Review. The Treasurer shall review the City’s investment policy annually for conformance with California state codes, general market conditions, or to clarify internal processes and as needed make recommendations for improvements to the City Council.
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ATTACHMENT A:

GLOSSARY
ACTIVE DEPOSITS: Demand or checking accounts, which receive revenues and pay disbursements.

AGENCIES: Federal agency securities.

ANNUAL COMPREHENSIVE FINANCIAL REPORT (ACFR): The official annual report for the City of Eastvale. It includes five combined statements and basic financial statements for each individual fund and account group prepared in conformity with GAAP. It also includes supporting schedules necessary to demonstrate compliance with finance-related, legal and contractual provisions, extensive introductory material, and a detailed Statistical Section.

ASKED: The price at which securities are offered.

ASSET-BACKED SECURITIES (ABS): Securities whose income payments and hence value is derived from and collateralized (or "backed") by a specified pool of underlying assets which are receivables. Pooling the assets into financial instruments allows them to be sold to general investors, a process called securitization, and allows the risk of investing in the underlying assets to be diversified because each security will represent a fraction of the total value of the diverse pool of underlying assets. The pools of underlying assets can comprise common payments credit cards, auto loans, mortgage loans, and other types of assets. Interest and principal is paid to investors from borrowers who are paying down their debt.

BANKERS' ACCEPTANCE (BA): short-term credit arrangements to enable businesses to obtain funds to finance commercial transactions. They are time drafts drawn on a bank by an exporter or importer to obtain funds to pay for specific merchandise. By its acceptance, the bank becomes primarily liable for the payment of the draft at its maturity. An acceptance is a high grade negotiable instrument. Acceptances are purchased in various denominations for 30, 60, or 90 days, but no longer than 180 days. The interest is calculated on a 360-day discount basis similar to treasury bills. Local agencies may not invest more than 40% of their surplus money in banker’s acceptance.

BASIS POINT: A basis point equals one one-hundredth of 1% (.01%).

BID: The price offered for securities.

BOOK-ENTRY SECURITIES: All U.S. Treasury and Federal Agencies are maintained on computerized records at the Federal Reserve now known as "wireable" securities.

BROKER: A broker brings buyers and sellers together for a commission paid by the initiator of the transaction or by both sides. In the money market, brokers are active in markets in which banks buy and sell money and in inter-dealer markets.
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CERTIFICATES OF DEPOSIT (CD): Time deposits of a bank or savings and loan. They are purchased in various denominations with maturities ranging from 30 to 360 days. The interest is calculated on a 360-day, actual day month basis and is payable monthly.

NEGOTIABLE CERTIFICATES OF DEPOSIT: Unsecured obligations of the financial institution, bank or savings and loan, bought at par value with the promise to pay face value plus accrued interest at maturity. They are high-grade negotiable instruments, paying a higher interest rate than regular certificates of deposit. The primary market issuance is in multiples of $1,000,000, the secondary market usually trades in denominations of $500,000, although smaller lots are occasionally available. As a matter of practice, only the ten largest U.S. banks, where there is a secondary market established for continued liquidity are considered for investment.

COLLATERAL: Securities, evidence of deposit or other property which a borrower pledges to secure repayment of a loan. Also refers to securities pledged by a bank to secure deposits of public monies.

COMMERCIAL PAPER: Short-term unsecured promissory note issued by a corporation to raise working capital. These negotiable instruments are purchased at a discount to par value or at par value with interest bearing. Local agencies are permitted by State law to invest in commercial paper of "prime" quality of the highest ranking or of the highest letter and numerical ratings as provided by Moody's Investor's Service, Inc., or Standard and Poor's Corporation. Purchases of eligible commercial paper may not exceed 270 days maturity nor exceed 30% of the local agency's surplus funds.

COUPON: (a) The annual rate of interest that a bond's issuer promises to pay the bondholder on the bond's face value. (b) A certificate attached to a bond evidencing interest due on a payment date.

DEALER: A dealer, as opposed to a broker, acts as a principal in all transactions, buying and selling for his own account.

DELIVERY VERSUS PAYMENT (DVP): There are two methods of delivery of securities: delivery versus payment and delivery versus receipt (also called free). Delivery versus payment is delivery of securities with an exchange of money for the securities. Delivery versus receipts is delivery of securities with an exchange of a signed receipt for the securities.

DEBENTURE: A bond secured only by the general credit of the issuer.

DISCOUNT: The difference between the cost price of a security and its value at maturity when quoted at lower than face value. A security selling below original offering price shortly after sale also is considered to be at a discount.

DISCOUNT SECURITIES: Non-interest bearing money market instruments that are issued at a discount and redeemed at maturity for full face value (e.g., U.S. Treasury bills).

DIVERSIFICATION: Dividing investment funds among a variety of securities and issuers offering 342

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independent returns.

DERIVATIVE: An asset that derives its value from another asset. For example, a call option on the stock of Coca-Cola is a derivative security that obtains value from the shares of Coca-Cola that can be purchased with the call option. Call options, put options, convertible bonds, futures contracts, and convertible preferred stock are examples of derivatives. A derivative can be either a risky or low-risk investment, depending upon the type of derivative and how it is used.

FEDERAL CREDIT AGENCIES: Guaranteed directly or indirectly by the United States Government. All agency obligations qualify as legal investments and are acceptable as security for public deposits. They usually provide higher yields than regular Treasury issues with all of the same advantages. Examples include Federal Home Loan Bank, Federal Farm Credit Bank, FNMA (Fannie Mae) and Federal Home Loan Mortgage Corp. (Freddie Mac).

FEDERAL FUNDS: Non-interest bearing deposits held by member banks at the Federal Reserve.

Also used to denote "immediately available" funds in the clearing sense. "Fed Funds" also used to refer to these funds.

FEDERAL FUNDS RATE: The rate of interest at which Fed funds are traded. This rate is currently pegged by the Federal Reserve through open-market operations.

FEDERAL OPEN MARKET COMMITTEE (FOMC) : Consists of seven members of the Federal Reserve Board and five of the twelve Federal Reserve Bank Presidents. The President of the New York Federal Reserve Bank is a permanent member while the other Presidents serve on a rotating basis. The Committee periodically meets to set Federal Reserve guidelines regarding purchases and sales of Government Securities in the open market as a means of influencing the volume of bank credit and money.

FEDERAL RESERVE SYSTEM: The central bank of the United States created by Congress and consisting of a seven-member Board of Governors in Washington, D.C., 12 Regional Banks and about 5,700 commercial banks that are members of the system.

INTEREST-BEARING ACTIVE DEPOSITS: Money-market accounts at a financial institution, (e.g., bank, savings and loan, credit union). These accounts are demand accounts (i.e., checking accounts) with restricted transaction activity.

LIQUIDITY: A liquid asset is one that can be converted easily and rapidly into cash without a substantial loss of value. In the money market, a security is said to be liquid if the spread between bid and asked prices is narrow and reasonable size can be done at those quotes.

LAIF (Local Agency Investment Fund) : A special fund in the State Treasury which local agencies may use to deposit funds for investment.

MARKET VALUE: The price at which a security is trading and could presumably be purchased or sold.
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MASTER REPURCHASE AGREEMENT: A written contract covering all future transactions between the parties to repurchase--reverse agreements that establish each party's rights in the transactions. A master agreement will often specify, among other things, the right of the buyer- lender to liquidate the underlying securities in the event of default by the seller-borrower.

MATURITY: The date upon which the principal or stated value of an investment becomes due and payable.

MEDIUM-TERM CORPORATE NOTES: Unsecured promissory notes issued by a corporation organized and operating in the United States. These are negotiable instruments and are traded in the secondary market. Medium-term corporate notes can be defined as extended-maturity commercial paper.

MONEY MARKET FUNDS: Open-ended mutual fund that invests in highly liquid and safe securities (bills, commercial paper, bankers' acceptances, CD’s, etc.) and pays money market rates of interest. The fund’s net asset value remains a constant $1 a share.

OPEN MARKET OPERATIONS:Purchases and sales of government and certain other securities in the open market by the New York Federal Reserve Bank, as directed by the FOMC, in order to influence the volume of money and credit in the economy. Purchases inject reserves into the bank system and stimulate growth of money and credit; sales have the opposite effect. Open market operations are the Federal Reserve's most important and most flexible monetary policy tool.

PASSBOOK SAVINGS ACCOUNTS: Similar to an inactive deposit except that the period of time is not fixed. The interest rate is much lower than for a certificate of deposit, but the savings account is more flexible. Funds can be deposited and withdrawn according to daily needs.

PLACEMENT SERVICE DEPOSITS.Deposits that are placed with a bank that uses private sector entity/network to allocate the funds across multiple banks such that the funds on deposit with each of the banks accepting deposits are under the federal deposit limit.

PORTFOLIO: Collection of securities held by an investor.

PRIMARY DEALER: A group of government securities dealers that submit daily reports of market activity and positions and monthly financial statements to the Federal Reserve Bank of New York and are subject to its informal oversight. Primary dealers include Securities and Exchange Commission (SEC) registered securities broker-dealers, banks, and a few unregulated firms. 344

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RATE OF RETURN: The yield obtainable on a security based on its purchase price or its current market price. This may be the amortized yield to maturity on a bond or the current income return.

QUALIFIED PUBLIC DEPOSITORIES: A financial institution which does not claim exemption from the payment of any sales or compensating use or ad valorem taxes under the laws of this state, which has segregated for the benefit of the commission eligible collateral having a value of not less than its maximum liability and which has been approved by the Public Deposit Protection Commission to hold public deposits.

REPURCHASE AGREEMENTS (RP OR REPO): A repo or reverse-repo is a short-term investment transaction. Banks buy temporarily idle funds from a customer by selling U.S.

Government or other securities with a contractual agreement to repurchase the same securities on a future date. Repurchase agreements are typically for one to ten days in maturity. The customer receives interest from the bank. The interest rate reflects both the prevailing demand for Federal funds and the maturity of the repo. Some banks will execute repurchase agreements for a minimum of $100,000 to $500,000, but most banks have a minimum of $1,000,000. A reverse-repo is exactly what the name implies.

SAFEKEEPING: A service to customers rendered by banks for a fee whereby securities and valuables of all types and descriptions are held in the bank's vaults for protection.

SECONDARY MARKET: A market made for the purchase and sale of outstanding issues following the initial distribution.

SECURITIES & EXCHANGE COMMISSION (SEC): Agency created by Congress to protect investors in securities transactions by administering securities legislation.

SETTLEMENT DATE: The date on which a trade is cleared by delivery of securities against funds.

This date may be the same as the trade date or later.

TRADE DATE: The date on which a transaction is initiated or entered into by the buyer and seller.

TREASURY BILLS: Issued weekly with maturity dates up to one year. They are issued and traded on a discount basis with interest figured on 1 360-day basis, actual number of days. They are issued in amounts of $10,000 and up, in multiples of $5,000. They are a highly liquid security.

TREASURY NOTES: Initially issued with two- to ten-year maturities. They are actively traded in a large secondary market and are very liquid. The Treasury may issue note issues with a minimum of $1,000; however, the average minimum is $5,000.

TREASURY BOND: Long-term U.S. Treasury securities having initial maturities of more than ten years.

UNIFORM NET CAPITAL RULE (SEC RULE 15C3-1): Securities and Exchange Commission requirement that member firms as well as nonmember broker-dealers in securities maintain a 345

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maximum ratio of indebtedness to liquid capital of 15 to 1; also called net capital rule and net capital ratio. Indebtedness covers all money owed to a firm, including margin loans and commitments to purchase securities, one reason new public issues are spread among members of underwriting syndicates. Liquid capital includes cash and assets easily converted into cash.

WHEN-ISSUED TRADES: Typically, there is a lag between the time a new bond is announced and sold, and the time when it is actually issued. During this interval, the security trades "when, as, and if issued."
YIELD: The rate of annual income return on an investment, expressed as a percentage. (a) INCOME YIELD is obtained by dividing the current dollar income by the current market price for the security. (b) NET YIELD or YIELD TO MATURITY is the current income yield minus any premium above par or plus any discount from par in purchase price with the adjustment spread over the period from the date of purchase to the date of maturity of the bond.

YIELD TO MATURITY: The rate of return yielded by a debt security held to maturity when both interest payments and the investor’s capital gain or loss on the security are taken into account. 346

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Policy No: A-02
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Investment Policy
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The City of Eastvale has adopted the following policy for the investment of City funds.

I. Legal Authority
The authority governing investments for the City of Eastvale is set forth in the California Government Code, sections 53601 et. Seq.

The City Treasurer is granted authority to make investments on behalf of the City. Government Code Section 53607 states “.....the authority of the legislative body to invest or to reinvest funds of a local agency, or to sell or exchange securities so purchased, may be delegated for a one-year period by the legislative body to the treasurer of the local agency, who shall thereafter assume full responsibility for such transactions until such time as the delegation of authority is revoked, and shall make a monthly report of such transaction to the legislative body. Subject to review, the legislative body may renew the delegation of authority pursuant to this section each year”
As permitted by Government Code 53601, the City Treasurer may delegate day-to-day investment decision making and execution authority to an investment advisor. Eligible investment advisors must be registered with the Securities and Exchange Commission (SEC) under the Investment Advisors Act of 1940. The advisor will follow the Policy and such other written instructions as are provided.

Government Code Section 53649 states “...the treasurer is responsible for the safekeeping of money in his custody and shall enter into any contract with a depository relating to any inactive deposits which in his judgment is to the public advantage.” II. Purpose
The purpose of this policy is to provide guidelines for the investment of the City’s funds based upon State law and prudent money management. This policy is designed according to the specific needs of the City of Eastvale. The ultimate goal is to enhance the economic status of the City while ensuring the safety of funds.

III. Scope
The Investment Policy applies to all funds and investment activities of the City except for the investment of bond proceeds, which are governed by the appropriate bond documents, and any pension or other post-employment benefit funds held in a trust that has a separate investment policy.

IV. Investment Objectives
The investment of the funds of the City of Eastvale shall be guided by the goals of safety, liquidity, diversification and return on investments in that order of priority.

1. Safety: Safety of principal is the foremost objective of the City of Eastvale. Each investment transaction shall seek to ensure that capital losses are minimized, whether from securities default, broker-dealer default, or erosion of market value. The City shall 347

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seek to preserve principal by mitigating the two types of risk: credit risk and interest rate risk.

1. Credit Risk - Credit Risk; defined as the risk of loss due to failure of the issuer of a security, shall be mitigated by investing only with issuers whose financial strength and reputation can be verified to be highly rated by nationally recognized statistical rating organizations (NRSROs) and by diversifying the investment portfolio so that the failure of any one issuer would not unduly harm the City’s cash flow.

2. Interest Rate Risk – Interest rate risk, the risk of the market value fluctuations due to overall changes in the general level of interest rates, shall be mitigated by (a) structuring the portfolio so that securities mature earlier than or concurrent with the timing of major cash outflows, thus eliminating the need to sell securities prior to their maturity; (b) prohibiting the use of leverage or margin accounts; (c) prohibiting the taking of short positions, that is, selling securities which the City does not own; (d) prohibiting the use of reverse repurchase agreements; and (e) prohibiting the use of “inverse floaters”. It is explicitly recognized herein, however, that in a diversified portfolio, occasional measured loses are inevitable, and must be considered within the context of the overall investment return.

2. Liquidity: The investment portfolio will remain sufficiently liquid to enable the City to meet its cash flow requirements.

3. Return on Investments: The investment portfolio shall be designed with the overall objective of obtaining a total rate of return throughout economic cycles, commensurate with investment risk constraints and cash flow needs.

V. Standard of Prudence
The City Council, City Manager, and Treasurer adhere to the guidance provided by the “prudent investor standard,” California Government Code (Section 53600.3), which obligates a fiduciary to insure that “When investing, reinvesting, purchasing, acquiring, exchanging, selling, or managing public funds, a trustee shall act with care, skill, prudence, and diligence under the circumstances then prevailing, including, but not limited to, the general economic conditions and the anticipated needs of the agency, that a prudent person acting in a like capacity and familiarity with those matters would use in the conduct of funds of a like character and with like aims, to safeguard the principal and maintain the liquidity needs of the agency. Within the limitations of this section and considering individual investments as part of an overall strategy, investments may be acquired as authorized by law.”
VI. Ethics and Conflict of Interest
Officers and employees involved in the investment process will refrain from personal business activities that could conflict with proper execution of the investment program, or which could impair their ability to make impartial decisions. Employees and investment officials will disclose to the City Manager any material financial interests in financial institutions that conduct business within their jurisdiction, and they will further disclose any large personal financial/investment positions that could be related to the performance of the City’s portfolio. 348

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VII. Authorized Financial Dealers and Institutions
If the City executes its own investment transactions, other than those investments purchased directly from the issuer, the City Treasurer will maintain a list of financial dealers and institutions qualified and authorized to transact business with the City.

The purchase by the City of any investment other than those purchased directly from the issuer, will be purchased either from an institution licensed by the State as a broker-dealer, as defined in Section 25004 of the Corporations Code, who is a member of Financial Industry Regulatory Authority (FINRA), or a member of a Federally regulated securities exchange, a National or State Chartered Bank a Federal or State Association (as defined by Section 5102 of the Financial Code), or a brokerage firm designated as a Primary Government Dealer by the Federal Reserve Bank.

The City Treasurer will investigate all institutions that wish to do business with the City, in order to determine if they are adequately capitalized, make markets in securities appropriate to the City’s needs, and agree to abide by the conditions set forth in the City’s Investment Policy and any other guidelines that may be provided. This will be done annually by having the financial institutions submit in writing that they have read and will abide by the City’s Investment Policy and submit its most recent audited Financial Statement within 120 days of the institution’s fiscal year end.

If the City has an investment advisor, the investment advisor may use its own list of authorized broker/dealers to conduct transactions on behalf of the City.

Purchase and sale of securities will be made on the basis of competitive bids and offers with a minimum of three quotes being obtained, whenever possible.

VIII. Deposits/Authorized Investments
A. Deposits
Money deposited in State or national banks, State or Federal savings associations, or State or Federal Credit unions within the State must be collateralized in accordance with Government Code 53630 et seq.. The City Treasurer, at his/her discretion, may waive the collateralization requirements for any portion that is covered by federal deposit insurance.

The City shall have a signed agreement with any depository accepting City funds per Government Code Section 53649.

B. Authorized Investments
General guidelines that the City should follow in managing its investments are as follows:
• For those investment types where this Policy does not state an explicit maturity limit, no investment will be purchased which matures more than five years from the date of purchase without the prior approval of the City Council at least 90 days in advance. • For purposes of compliance with this Policy, an investment’s term or remaining 349

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maturity shall be measured from its settlement date to final maturity. A security purchased in accordance with this Policy shall not have a forward settlement date exceeding 45 days from the time of investment.
• Maturities of individual investments shall be diversified, attempting to match, where possible, cyclical cash flow requirements.
• The use of callable securities is permitted.

To reduce overall portfolio risk while attempting to attain market value rates of return consistent with the primary objectives of safety and availability of funds, investments shall be diversified cross types of investments, maturities of those investments, and institutions in which those investments are made.

The City specifically prohibits investments in reverse repurchase agreements and derivatives (interest rate floaters, range notes, interest-only strips).

Permitted Investments Per City Policy:

Investments shall be made only in those instruments specifically authorized by California State laws (section 53600-53609), and to no greater an extent than those authorized by those laws.

Limitations on Investments:

The City will limit investments in any one issuer to no more than 5%, regardless of security type. The following are exceptions to the 5% limit: U.S. Treasuries, Federal Agencies, supranationals, and pooled funds (i.e., money market funds, local government investment pools, CAMP, CalTRUST, CalCLASS, and LAIF). Where this section specifies a percentage limitation for a particular security type, that percentage is applicable only at the date of purchase.

Credit Criteria:

Credit criteria listed in this section refers to the credit rating category (inclusive of modifiers) at the time the security is purchased. If an investment’s credit rating falls below the minimum rating required at the time of purchase, the City Treasurer will perform a timely review and decide whether to sell or hold the investment.

The City’s specific permitted investment guidelines are listed below.

1. U.S. Treasuries. United States Treasury notes, bonds, bills, or certificates of indebtedness, or those for which the full faith and credit of the United States are pledged for the payment of principal and interest.

2. U.S. Agency Obligations. Federal agency or United States government-sponsored enterprise obligations, participations, or other instruments, including those issued by or fully guaranteed as to principal and interest by federal agencies or United States government- sponsored enterprises.

3. California State and Local Agency Obligations. Obligations of the State of California or 350

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any local agency within the state, including bonds payable solely out of revenues from a revenue producing property owned, controlled or operated by the state or any local agency or by a department, board, agency or authority of the state or any local agency. Obligations eligible for investment under this subdivision with maturities in excess of one year must be rated in a rating category of “A,” its equivalent, or better by a NRSRO. Obligations eligible for investment under this subdivision with maturities under one year must be rated in a rating category of at least “A-1,” its equivalent, or better by a NRSRO.

No more than 30% of the City's portfolio may be invested in California State and Local Agency obligations (includes 4. Other State Obligations).

4. Other State Obligations. Registered treasury notes or bonds of any of the other 49 United States in addition to California, including bonds payable solely out of the revenues from a revenue-producing property owned, controlled, or operated by a state or by a department, board, agency, or authority of any of the other 49 United States, in addition to California.

Obligations eligible for investment under this subdivision with maturities in excess of one year must be rated in a rating category of “A,” its equivalent, or better by a NRSRO.

Obligations eligible for investment under this subdivision with maturities under one year must be rated in a rating category of at least “A-1,” its equivalent, or better by a NRSRO.

No more than 30% of the City's portfolio may be invested in Other State obligations (includes

3. California State and Local Agency Obligations).

5. Bankers' Acceptances. Purchases of bankers' acceptances will have a maximum maturity of 180 days. Eligible bankers’ acceptances must be rated in a rating category of at least “A- 1,” its equivalent, or better by a NRSRO.

No more than 40% of the City's portfolio may be invested in bankers’ acceptances.

6. Commercial Paper. Commercial paper of “prime” quality of the highest ranking or of the highest letter and number rating as provided for by a NRSRO. The entity that issues the commercial paper will meet all of the following conditions in either paragraph (a) or paragraph (b):
a. The entity meets the following criteria: (i) Is organized and operating in the United States as a general corporation. (ii) Has total assets in excess of five hundred million dollars ($500,000,000). (iii) Has debt other than commercial paper, if any, that is rated in a rating category of “A,” its equivalent or higher by a NRSRO. b. The entity meets the following criteria: (i) Is organized within the United States as a special purpose corporation, trust, or limited liability company. (ii) Has program wide credit enhancements including, but not limited to, over collateralization, letters of credit, or surety bond. (iii) Has commercial paper that is rated in a rating category of “A-1” or higher, or the equivalent, by a NRSRO.

Eligible commercial paper will have a maximum maturity of 270 days or less.

No more than 25% of the City’s portfolio may be invested in commercial paper. 351

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7. Medium-Term Notes. Medium-term notes, defined as all corporate and depository institution debt securities with a maximum remaining maturity of five years or less, issued by corporations organized and operating within the United States or by depository institutions licensed by the U.S. or any state, and operating within the U.S. Medium-term notes must be rated in a rating category of “A,” its equivalent, or better by a NRSRO.

No more than 30% of the City’s portfolio may be invested in medium-term notes.

8. Negotiable Certificates of Deposit.Negotiable certificates of deposit issued by a nationally or state-chartered bank, a savings association or a federal association (as defined by Section 5102 of the Financial Code), a state or federal credit union, or by a federally- or state-licensed branch of a foreign bank. Eligible negotiable CDs with maturities in excess of one year must be rated in a rating category of “A,” its equivalent, or better by a NRSRO. Eligible negotiable CDs with maturities under one year must be rated in a rating category of at least “A-1,” its equivalent, or better by a NRSRO.

No more than 30% of the City's investment portfolio may be invested in negotiable CDs.

9. State of California's Local Agency Investment Fund (LAIF). The State Treasurer established LAIF for the benefit of local agencies. The City can invest up to the maximum amount permitted by the State Treasurer.

10. Money Market Funds. Shares of beneficial interest issued by diversified management companies that are money market funds registered with the Securities and Exchange Commission under the Investment Company Act of 1940 (15 U.S.C. Sec. 80a-1, et seq.). To be eligible for investment pursuant to this subdivision these companies will either:
a. Attain the highest ranking letter or numerical rating provided by not less than two of the three largest NRSRO or
b. Have an investment advisor registered or exempt from registration with the Securities and Exchange Commission with not less than five years’ experience managing money market mutual funds and with assets under management in excess of $500,000,000.

No more than 20% of the City’s portfolio may be invested in money market funds.

11. Local Government Investment Pools (LGIPs). Shares of beneficial interest issued by a joint powers authority organized pursuant to Government Code Section 6509.7 that invests in the securities and obligations authorized in subdivisions (a) to (q) of Government Code Section 53601, inclusive. Each share will represent an equal proportional interest in the underlying pool of securities owned by the joint powers authority. To be eligible under this section, the joint powers authority issuing the shares will have retained an investment adviser that meets all of the following criteria:
a. The adviser is registered or exempt from registration with the Securities and Exchange Commission.
b. The adviser has not less than five years of experience investing in the securities and obligations authorized in subdivisions (a) to (q) California Government Code Section 53601, inclusive.
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07/24/2024

c. The adviser has assets under management in excess of five hundred million dollars ($500,000,000).

12. Supranationals. United States dollar denominated senior unsecured unsubordinated obligations issued or unconditionally guaranteed by the International Bank for Reconstruction and Development (IBRD), International Finance Corporation (IFC), or Inter- American Development Bank (IADB), with a maximum remaining maturity of five years or less, and eligible for purchase and sale within the United States. Investments under this subdivision must be rated in a rating category of “AA,” its equivalent or better by a NRSRO.

No more than 30% of the City’s portfolio may be invested in supranationals.

13. Asset-Backed Securities (ABS). Any mortgage pass-through security, collateralized mortgage obligation, mortgage-backed or other pay-through bond, equipment lease-back certificate, consumer receivable pass-through certificate, or consumer receivable-backed bond. For securities eligible for investment under this subdivision not issued or guaranteed by an agency or issuer identified in subdivisions (1) or (2) above, the following limitations apply:
a. The security shall have a maximum remaining maturity of five years or less and must be rated in a rating category of “AA,” its’ equivalent or higher by an NRSRO. b. No more than 20% of the City's portfolio may be invested in ABS authorized by this subdivision.

14. Placement Service Bank Deposits (PSD). Funds may be placed with a commercial bank, savings bank, savings and loan association, or credit union that uses a private sector entity that assists in the placement of deposit with eligible financial institutions located in the United States. The full amount of the principal and the interest that may be accrued during the maximum term of each PSD shall at all times be insured by federal deposit insurance. The maximum investment maturity will be restricted to five years.

No more than 30% of the City's portfolio may be invested in PSDs.

Prohibited Investments
Any security type or structure not specifically approved by this policy is hereby specifically prohibited. Security types which are thereby prohibited include, but are not limited to, inverse floaters, derivatives, range notes, interest only strips that are derived from a pool of mortgages, or in any investment that could result in zero interest accrual if held to maturity, except as authorized by Government Code Section 53601.6.

IX. Investment Program Internal Controls
A. Responsibility. The City Treasurer is responsible for establishing and maintaining an internal control structure designed to ensure that the assets of the entity are protected from fraud, loss, theft, or misuse. The internal control structure shall be designed to provide reasonable assurance that these objectives are met.

B. Audit. Periodically, as deemed appropriate by the city or the city’s external auditing firm, 353

CITY OF EASTVALE
Administrative Policy
Policy No: A-02
Subject
Investment Policy
Effective Date:
07/24/2024

an review of processes shall be conducted to ensure compliance with internal controls.

C. Separation of Reconciliation. A separation of responsibilities of reconciling bank statements and conducting investment transactions provides an internal control of checks and balances. Only individuals authorized by the Treasurer may conduct investment transactions. Consequently, individuals responsible for reconciling bank statements may not conduct investment transactions.

D. Third Party Safekeeping Agreements. A contractual agreement between the City and third party custodian is used to secure City invested funds.

E. Delivery versus Payment. All trades of marketable securities will be executed (cleared and settled) on a delivery vs. payment (DVP) basis to ensure that securities are deposited in the City’s safekeeping/custody bank prior to the release of funds.

F. Reporting. The City Treasurer shall submit an investment report on a quarterly basisto the City Council in accordance with California Government Code, Section 53646. Per the code, the report shall be submitted within 45 days of the end of the quarter; should the reporting requirements within the California Code change prior to the adoption of an updated investment policy, the reporting requirements within the current code shall supersede this policy. The City Treasurer may elect to provide the report monthly. This report shall include
 Types of investment
 List transactions as required by California Government Code 53607 when City Council has delegated authority
 Credit ratings
 Institutions involved
 Dates of purchases
 Dates of maturity
 Amount of deposits or cost of the security
 Current market value of securities
 Interest rates
 Investment fund balances
 Statement as to whether investments are in compliance with the Investment Policy, and if not, why
 Statement as to whether there are sufficient funds to meet the City’s cash obligations for the next 6 months, and if not, why.

G. Annual Policy Review. The Treasurer shall review the City’s investment policy annually for conformance with California state codes, general market conditions, or to clarify internal processes and as needed make recommendations for improvements to the City Council.
354

CITY OF EASTVALE
Administrative Policy
Policy No: A-02
Subject
Investment Policy
Effective Date:
07/24/2024

ATTACHMENT A:

GLOSSARY
ACTIVE DEPOSITS: Demand or checking accounts, which receive revenues and pay disbursements.

AGENCIES: Federal agency securities.

ANNUAL COMPREHENSIVE FINANCIAL REPORT (ACFR): The official annual report for the City of Eastvale. It includes five combined statements and basic financial statements for each individual fund and account group prepared in conformity with GAAP. It also includes supporting schedules necessary to demonstrate compliance with finance-related, legal and contractual provisions, extensive introductory material, and a detailed Statistical Section.

ASKED: The price at which securities are offered.

ASSET-BACKED SECURITIES (ABS): Securities whose income payments and hence value is derived from and collateralized (or "backed") by a specified pool of underlying assets which are receivables. Pooling the assets into financial instruments allows them to be sold to general investors, a process called securitization, and allows the risk of investing in the underlying assets to be diversified because each security will represent a fraction of the total value of the diverse pool of underlying assets. The pools of underlying assets can comprise common payments credit cards, auto loans, mortgage loans, and other types of assets. Interest and principal is paid to investors from borrowers who are paying down their debt.

BANKERS' ACCEPTANCE (BA): short-term credit arrangements to enable businesses to obtain funds to finance commercial transactions. They are time drafts drawn on a bank by an exporter or importer to obtain funds to pay for specific merchandise. By its acceptance, the bank becomes primarily liable for the payment of the draft at its maturity. An acceptance is a high grade negotiable instrument. Acceptances are purchased in various denominations for 30, 60, or 90 days, but no longer than 180 days. The interest is calculated on a 360-day discount basis similar to treasury bills. Local agencies may not invest more than 40% of their surplus money in banker’s acceptance.

BASIS POINT: A basis point equals one one-hundredth of 1% (.01%).

BID: The price offered for securities.

BOOK-ENTRY SECURITIES: All U.S. Treasury and Federal Agencies are maintained on computerized records at the Federal Reserve now known as "wireable" securities.

BROKER: A broker brings buyers and sellers together for a commission paid by the initiator of the transaction or by both sides. In the money market, brokers are active in markets in which banks buy and sell money and in inter-dealer markets.
355

CITY OF EASTVALE
Administrative Policy
Policy No: A-02
Subject
Investment Policy
Effective Date:
07/24/2024

CERTIFICATES OF DEPOSIT (CD): Time deposits of a bank or savings and loan. They are purchased in various denominations with maturities ranging from 30 to 360 days. The interest is calculated on a 360-day, actual day month basis and is payable monthly.

NEGOTIABLE CERTIFICATES OF DEPOSIT: Unsecured obligations of the financial institution, bank or savings and loan, bought at par value with the promise to pay face value plus accrued interest at maturity. They are high-grade negotiable instruments, paying a higher interest rate than regular certificates of deposit. The primary market issuance is in multiples of $1,000,000, the secondary market usually trades in denominations of $500,000, although smaller lots are occasionally available. As a matter of practice, only the ten largest U.S. banks, where there is a secondary market established for continued liquidity are considered for investment.

COLLATERAL: Securities, evidence of deposit or other property which a borrower pledges to secure repayment of a loan. Also refers to securities pledged by a bank to secure deposits of public monies.

COMMERCIAL PAPER: Short-term unsecured promissory note issued by a corporation to raise working capital. These negotiable instruments are purchased at a discount to par value or at par value with interest bearing. Local agencies are permitted by State law to invest in commercial paper of "prime" quality of the highest ranking or of the highest letter and numerical ratings as provided by Moody's Investor's Service, Inc., or Standard and Poor's Corporation. Purchases of eligible commercial paper may not exceed 270 days maturity nor exceed 30% of the local agency's surplus funds.

COUPON: (a) The annual rate of interest that a bond's issuer promises to pay the bondholder on the bond's face value. (b) A certificate attached to a bond evidencing interest due on a payment date.

DEALER: A dealer, as opposed to a broker, acts as a principal in all transactions, buying and selling for his own account.

DELIVERY VERSUS PAYMENT (DVP): There are two methods of delivery of securities: delivery versus payment and delivery versus receipt (also called free). Delivery versus payment is delivery of securities with an exchange of money for the securities. Delivery versus receipts is delivery of securities with an exchange of a signed receipt for the securities.

DEBENTURE: A bond secured only by the general credit of the issuer.

DISCOUNT: The difference between the cost price of a security and its value at maturity when quoted at lower than face value. A security selling below original offering price shortly after sale also is considered to be at a discount.

DISCOUNT SECURITIES: Non-interest bearing money market instruments that are issued at a discount and redeemed at maturity for full face value (e.g., U.S. Treasury bills).

DIVERSIFICATION: Dividing investment funds among a variety of securities and issuers offering 356

CITY OF EASTVALE
Administrative Policy
Policy No: A-02
Subject
Investment Policy
Effective Date:
07/24/2024

independent returns.

DERIVATIVE: An asset that derives its value from another asset. For example, a call option on the stock of Coca-Cola is a derivative security that obtains value from the shares of Coca-Cola that can be purchased with the call option. Call options, put options, convertible bonds, futures contracts, and convertible preferred stock are examples of derivatives. A derivative can be either a risky or low-risk investment, depending upon the type of derivative and how it is used.

FEDERAL CREDIT AGENCIES: Guaranteed directly or indirectly by the United States Government. All agency obligations qualify as legal investments and are acceptable as security for public deposits. They usually provide higher yields than regular Treasury issues with all of the same advantages. Examples include Federal Home Loan Bank, Federal Farm Credit Bank, FNMA (Fannie Mae) and Federal Home Loan Mortgage Corp. (Freddie Mac).

FEDERAL FUNDS: Non-interest bearing deposits held by member banks at the Federal Reserve.

Also used to denote "immediately available" funds in the clearing sense. "Fed Funds" also used to refer to these funds.

FEDERAL FUNDS RATE: The rate of interest at which Fed funds are traded. This rate is currently pegged by the Federal Reserve through open-market operations.

FEDERAL OPEN MARKET COMMITTEE (FOMC) : Consists of seven members of the Federal Reserve Board and five of the twelve Federal Reserve Bank Presidents. The President of the New York Federal Reserve Bank is a permanent member while the other Presidents serve on a rotating basis. The Committee periodically meets to set Federal Reserve guidelines regarding purchases and sales of Government Securities in the open market as a means of influencing the volume of bank credit and money.

FEDERAL RESERVE SYSTEM: The central bank of the United States created by Congress and consisting of a seven-member Board of Governors in Washington, D.C., 12 Regional Banks and about 5,700 commercial banks that are members of the system.

INTEREST-BEARING ACTIVE DEPOSITS: Money-market accounts at a financial institution, (e.g., bank, savings and loan, credit union). These accounts are demand accounts (i.e., checking accounts) with restricted transaction activity.

LIQUIDITY: A liquid asset is one that can be converted easily and rapidly into cash without a substantial loss of value. In the money market, a security is said to be liquid if the spread between bid and asked prices is narrow and reasonable size can be done at those quotes.

LAIF (Local Agency Investment Fund) : A special fund in the State Treasury which local agencies may use to deposit funds for investment.

MARKET VALUE: The price at which a security is trading and could presumably be purchased or sold.
357

CITY OF EASTVALE
Administrative Policy
Policy No: A-02
Subject
Investment Policy
Effective Date:
07/24/2024

MASTER REPURCHASE AGREEMENT: A written contract covering all future transactions between the parties to repurchase--reverse agreements that establish each party's rights in the transactions. A master agreement will often specify, among other things, the right of the buyer- lender to liquidate the underlying securities in the event of default by the seller-borrower.

MATURITY: The date upon which the principal or stated value of an investment becomes due and payable.

MEDIUM-TERM CORPORATE NOTES: Unsecured promissory notes issued by a corporation organized and operating in the United States. These are negotiable instruments and are traded in the secondary market. Medium-term corporate notes can be defined as extended-maturity commercial paper.

MONEY MARKET FUNDS: Open-ended mutual fund that invests in highly liquid and safe securities (bills, commercial paper, bankers' acceptances, CD’s, etc.) and pays money market rates of interest. The fund’s net asset value remains a constant $1 a share.

OPEN MARKET OPERATIONS: Purchases and sales of government and certain other securities in the open market by the New York Federal Reserve Bank, as directed by the FOMC, in order to influence the volume of money and credit in the economy. Purchases inject reserves into the bank system and stimulate growth of money and credit; sales have the opposite effect. Open market operations are the Federal Reserve's most important and most flexible monetary policy tool.

PASSBOOK SAVINGS ACCOUNTS: Similar to an inactive deposit except that the period of time is not fixed. The interest rate is much lower than for a certificate of deposit, but the savings account is more flexible. Funds can be deposited and withdrawn according to daily needs.

PLACEMENT SERVICE DEPOSITS.Deposits that are placed with a bank that uses private sector entity/network to allocate the funds across multiple banks such that the funds on deposit with each of the banks accepting deposits are under the federal deposit limit.

PORTFOLIO: Collection of securities held by an investor.

PRIMARY DEALER: A group of government securities dealers that submit daily reports of market activity and positions and monthly financial statements to the Federal Reserve Bank of New York and are subject to its informal oversight. Primary dealers include Securities and Exchange Commission (SEC) registered securities broker-dealers, banks, and a few unregulated firms. 358

CITY OF EASTVALE
Administrative Policy
Policy No: A-02
Subject
Investment Policy
Effective Date:
07/24/2024

RATE OF RETURN: The yield obtainable on a security based on its purchase price or its current market price. This may be the amortized yield to maturity on a bond or the current income return.

QUALIFIED PUBLIC DEPOSITORIES: A financial institution which does not claim exemption from the payment of any sales or compensating use or ad valorem taxes under the laws of this state, which has segregated for the benefit of the commission eligible collateral having a value of not less than its maximum liability and which has been approved by the Public Deposit Protection Commission to hold public deposits.

REPURCHASE AGREEMENTS (RP OR REPO): A repo or reverse-repo is a short-term investment transaction. Banks buy temporarily idle funds from a customer by selling U.S.

Government or other securities with a contractual agreement to repurchase the same securities on a future date. Repurchase agreements are typically for one to ten days in maturity. The customer receives interest from the bank. The interest rate reflects both the prevailing demand for Federal funds and the maturity of the repo. Some banks will execute repurchase agreements for a minimum of $100,000 to $500,000, but most banks have a minimum of $1,000,000. A reverse-repo is exactly what the name implies.

SAFEKEEPING: A service to customers rendered by banks for a fee whereby securities and valuables of all types and descriptions are held in the bank's vaults for protection.

SECONDARY MARKET: A market made for the purchase and sale of outstanding issues following the initial distribution.

SECURITIES & EXCHANGE COMMISSION (SEC): Agency created by Congress to protect investors in securities transactions by administering securities legislation.

SETTLEMENT DATE: The date on which a trade is cleared by delivery of securities against funds.

This date may be the same as the trade date or later.

TRADE DATE: The date on which a transaction is initiated or entered into by the buyer and seller.

TREASURY BILLS: Issued weekly with maturity dates up to one year. They are issued and traded on a discount basis with interest figured on 1 360-day basis, actual number of days. They are issued in amounts of $10,000 and up, in multiples of $5,000. They are a highly liquid security.

TREASURY NOTES: Initially issued with two- to ten-year maturities. They are actively traded in a large secondary market and are very liquid. The Treasury may issue note issues with a minimum of $1,000; however, the average minimum is $5,000.

TREASURY BOND: Long-term U.S. Treasury securities having initial maturities of more than ten years.

UNIFORM NET CAPITAL RULE (SEC RULE 15C3-1): Securities and Exchange Commission requirement that member firms as well as nonmember broker-dealers in securities maintain a 359

CITY OF EASTVALE
Administrative Policy
Policy No: A-02
Subject
Investment Policy
Effective Date:
07/24/2024

maximum ratio of indebtedness to liquid capital of 15 to 1; also called net capital rule and net capital ratio. Indebtedness covers all money owed to a firm, including margin loans and commitments to purchase securities, one reason new public issues are spread among members of underwriting syndicates. Liquid capital includes cash and assets easily converted into cash.

WHEN-ISSUED TRADES: Typically, there is a lag between the time a new bond is announced and sold, and the time when it is actually issued. During this interval, the security trades "when, as, and if issued."
YIELD: The rate of annual income return on an investment, expressed as a percentage. (a) INCOME YIELD is obtained by dividing the current dollar income by the current market price for the security. (b) NET YIELD or YIELD TO MATURITY is the current income yield minus any premium above par or plus any discount from par in purchase price with the adjustment spread over the period from the date of purchase to the date of maturity of the bond.

YIELD TO MATURITY: The rate of return yielded by a debt security held to maturity when both interest payments and the investor’s capital gain or loss on the security are taken into account. 360

AGENDA STAFF REPORT

City Council Meeting

CONSENT CALENDAR

Agenda Item No. 11.15
July 24, 2024
Interim Financial Report - Fiscal Year 2023-24, Quarter 3 Prepared By:

Amanda Wells, Finance Director/City Treasurer
Recommended Action(s)
Staff recommends that the City Council receive and file the Interim Financial Report for Fiscal Year 2023-24, Quarter 3 ending March 31, 2024.

Summary
The goal of the Fiscal Year 2023-24 Annual Opera-ng and Capital Improvement Budget served to establish both long-term and short-term financial planning for the City while adhering to regula-ons set by the Governmental Accoun-ng Standards Board (GASB). The comprehensive budget illustrates City Council’s commitment to providing cost effec-ve municipal services. City Council adopts an opera-ng and capital improvement budget every year, which commits resources for the accomplishment of the City’s Strategic Plan, policies, and execu-on of services to the public. The budget report iden-fies target areas while measuring achievements to ensure departments remain transparent and on track. An abundant amount of -me, analysis, and data from various resources helps establish projec-ons to forecast proper revenue and expenditure budgets. The budget is a dynamic document that is amended throughout the year for various reasons, including City Council ac-ons on department requests, ac-ons by third par-es which impact the budget plan, or changes in the economy.

The Quarterly Interim Financial Report is intended to serve as an update to Council on the City's revenue and expenditure performance with respect to budget. This par-cular Interim Financial Report is for the third quarter (3) of fiscal year 2023-24 ending March 31, 2024. The figures in the a;ached reports represent the unaudited financials for quarter 3 as of July 9, 2024. It is important to note that the figures contained within the report do not reflect audited financials for the current 12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752 951.361.0900 |
eastvaleca.gov
361
fiscal year, and figures may be adjusted in accordance with audit standards. This report does reflect Mid-Year Amendments adopted on February 28, 2024 .

Background
Detail regarding the Interim Financial Report can be found in attachment 1, Interim Financial Report.

Environmental
Government fiscal ac-vi-es and budget appropria-ons are not considered a Project as defined by the California Environmental Quality Act (CEQA) and no environmental review is required.

Strategic Plan Action - Priority Level: 3
| Target #: C
| Goal #: H
Ensure that City revenues align with expenditures.

Fiscal Impact
The interim report for quarter two of fiscal year 2023-24 does not cause a fiscal impact to the city.

Prior City Council/Commission Action
In prepara-on for the adop-on of the Fiscal-Year 2023-24 Annual Opera-ng Budget staff followed the budget -meline as presented at the December 14, 2022 council mee-ng. The City Council held a Strategic planning Workshop and Priori-es Update on February 9, 2023. City Council was also presented with a budget goal seGng session and workshop conducted on April 26, 2023. On June 14, 2023 the draH budget was presented to Council as a budget study session, no changes were made to the proposed budget. On June 28, 2023 the City Council unanimously adopted the budget.

On January 24, 2024, the City Council received and filed the Fiscal Year 2023-24 Quarter 1 2023 Interim Financial Report. On April 24, 2024, the City Council received and filed the Fiscal Year 2023- 24 Quarter 2 Interim Financial Report.

Attachment(s)
Attachment - Interim Financial Report: FY 2023-24 Quarter 3

12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752
951.361.0900 |
eastvaleca.gov
362

CITY OF

EASTVALE

CALIFORNIA

INTERIM FINANCIAL REPORT
QUARTER THREE | 9 MONTHS
FISCAL YEAR 2023 - 2024
363

CITY OF EASTVALE
Fiscal Year 2023-24
Interim Financial Report | QUARTER THREE ending March 31, 2024 | 9 months General Fund Summary by Category
Audited Actuals Audited Actuals
Amended
Budget Actuals
Amount
Over(Under)
Budget
Description 2021-22 2022-23 2023-24 3/31/2024 2023-24

GENERAL FUND
Revenues
Property Taxes 3,662,139$ 4,004,362$ 3,817,700$ 4,403,004 115% 585,304$ Sales & Use Tax 44,710,286 47,356,371 55,480,000 46,075,209 83% (9,404,791) Franchise Fees 1,971,912 6,556,660 2,390,000 2,079,738 87% (310,262) License, Permits & Fees 2,333,526 2,347,535 2,401,750 2,671,552 111% 269,802 Fines, Penalties & Forfeitures 567,641 724,866 589,000 567,185 96% (21,815) Intergovernmental 6,367,511 6,077,206 6,245,000 3,459,926 55% (2,785,074) Use of Money & Property 151,235 1,511,747 2,100,000 6,345,385 302% 4,245,385 Miscellaneous 772,062 299,556 162,060 335,631 207% 173,571 Transfers In 7,417,458 298,240 531,786 531,786 100% - Total General Fund Revenues 67,953,770 69,176,543 73,717,296 66,469,415 90% (7,247,881) Expenditures
Personnel 5,181,118$ 6,127,883$ 9,428,030$ 7,164,790 76% (2,263,240)$ Contract Services (Law Enforcement) 10,929,074 12,445,838 13,622,666 9,977,800 73% (3,644,866) Contract Services 3,016,251 3,332,515 4,495,385 2,442,263 54% (2,053,122) Maintenance 205,290 345,138 437,240 266,352 61% (170,888) Operations 4,497,708 1,561,606 4,704,595 3,190,234 68% (1,514,361) Capital Outlay 187,826 758,553 697,310 537,317 77% (159,993) Debt Service 3,109,421 533,242 320,000 278,171 87% (41,829) Transfers Out 6,597,427 12,761,462 12,276,922 12,259,392 100% (17,530) Total General Fund Expenditures 33,724,114 37,866,236 45,982,149 36,116,320 79% (9,865,829) NET REVENUE 34,229,656 31,310,307 27,735,148 30,353,095

OTHER PURPOSE GENERAL FUNDS

RESTRICTED STRUCTURAL FIRE FUND
Revenues
Property Taxes (Restricted for Fire Services) 7,601,854$ 8,379,338$ 8,400,000$ 7,663,543 91% (736,457)$ Sales & Use Tax - - - - 0% - Franchise Fees - - - - 0% - Other Taxes - - - - 0% - License, Permits & Fees 94,451 77,971 90,000 111,895 124% 21,895 Fines, Penalties & Forfeitures - 92,793 2,500 86,348 3454% 83,848 Intergovernmental - - - - 0% - Use of Money & Property (1,616) 432,432 350,000 443,599 127% 93,599 Miscellaneous - - - - 0% - Transfers - - - - 0% - Total Fire Fund Revenues 7,694,689 8,982,534 8,842,500 8,305,385 94% (537,115) Expenditures
Salaries 808$ -$ -$ - 0% -$ Benefits - - - - 0% - Contract Services 5,654,282 6,298,267 7,234,950 5,155,998 71% (2,078,952) Maintenance 56,463 70,167 77,000 64,856 84% (12,144) Operations 447,634 (87,248) 251,900 116,222 46% (135,678) Capital Outlay 38,200 26,094 1,015,000 - 0% (1,015,000) Debt Service 262,228 272,717 320,000 278,171 87% (41,829) Transfers Out - - - - 0% - Total General Fund Expenditures 6,459,615 6,579,997 8,898,850 5,615,246 63% (3,283,604) NET REVENUE 1,235,074 2,402,537 (56,350) 2,690,139 %
Budget
Used
City of Eastvale │ 12363 Limonite Avenue, Suite 910, Eastvale, CA 91752 │ (951) 361-0900 │ eastvaleca.gov 364

CITY OF EASTVALE
Fiscal Year 2023-24
Interim Financial Report | QUARTER THREE ending March 31, 2024 | 9 months General Fund Summary by Departments
Audited Actuals Audited Actuals
Amended
Budget Actuals
%
Budget
Amount
Over(Under)
Budget
Description 2021-22 2022-23 2023-24 3/31/2024 Used 2023-24

GENERAL FUND
Revenues
General Services
Non Departmental 65,076,959$ 66,138,827$ 70,781,546$ 63,340,842 89% (7,440,704)$ City Clerk 54,411 74,273 70,150 108,269 154% 38,119 City Manager 10,258 - - - 0% - Finance 126,297 145,228 125,100 131,984 106% 6,884 General Government - - - - 0% - City Attorney 80,205 22,944 44,000 26,320 60% (17,680) Subtotal General Services 65,348,130 66,381,272 71,020,796 63,607,415 90% (7,413,381) Community Development
Community Development 209,777$ 117,231$ 220,000$ 250,769 114% 30,769$ Subtotal Community Development 209,777 117,231 220,000 250,769 114% 30,769 Public Works
Public Works 854,409$ 778,728$ 665,000$ 668,809 101% 3,809$ Subtotal Community Development 854,409 778,728 665,000 668,809 101% 3,809 Community Safety
Community Safety 905,318$ 1,240,799$ 1,208,000$ 1,424,004 118% 216,004$ Subtotal Community Safety 905,318 1,240,799 1,208,000 1,424,004 118% 216,004 Public Safety
Public Safety 636,137$ 658,514$ 603,500$ 518,418 86% (85,082)$ Subtotal Public Safety 636,137 658,514 603,500 518,418 86% (85,082) Total General Fund Revenues 67,953,770 69,176,543 73,717,296 66,469,415 90% (7,251,690) Expenditures
General Services
100 City Council 224,419$ 162,650$ 240,168$ 144,059 60% (96,109)$ 110 City Attorney 317,860 295,852 370,000 255,993 69% (114,007) 290 General Government 11,394,573 12,680,685 13,908,522 13,472,188 97% (436,334) Subtotal General Services 11,936,851 13,139,186 14,518,690 13,872,240 96% (646,450)$ City Manager
200 City Manager 609,470$ 521,256$ 678,661$ 564,302 83% (114,359)$ Subtotal City Manager 609,470 521,256 678,661 564,302 83% (114,359)$ Human Resources & Risk
220 Human Resources 651,178$ 601,869$ 866,175$ 671,262 77% (194,912)$ 230 Risk Management 386,678 388,154 746,880 550,120 74% (196,760) Subtotal Human Resources & Risk 1,037,856 990,024 1,613,055 1,221,382 76% (391,672)$ City Clerk/Communications
120 City Clerk 444,667$ 579,863$ 626,131$ 447,453 71% (178,679)$ 240 Information Technology 304,454 289,575 491,564 342,763 70% (148,801) 260 Communications 244,365 320,256 504,916 358,354 71% (146,562) 720 Events 682,857 1,003,507 1,138,468 987,723 87% (150,745) Subtotal City Clerk/Communication 1,676,343 2,193,201 2,761,079 2,136,292 (624,787)$ Finance
210 Finance 910,324$ 1,139,254$ 1,399,560$ 1,134,109 81% (265,452)$ Subtotal Finance 910,324 1,139,254 1,399,560 1,134,109 81% (265,452)$ Community Development
City of Eastvale │ 12363 Limonite Avenue, Suite 910, Eastvale, CA 91752 │ (951) 361-0900 │ eastvaleca.gov 365

CITY OF EASTVALE
Fiscal Year 2023-24
Interim Financial Report | QUARTER THREE ending March 31, 2024 | 9 months General Fund Summary by Departments
Audited Actuals Audited Actuals
Amended
Budget Actuals
%
Budget
Amount
Over(Under)
Budget
Description 2021-22 2022-23 2023-24 3/31/2024 Used 2023-24 301 Administration 1,108,869$ 1,356,552$ 509,315$ 457,862 90% (51,453)$ 300 Planning 610,794 686,329 989,413 602,484 61% (386,930) 302 Economic Development - - 1,008,814 529,174 52% (479,641) Subtotal Community Development 1,719,663 2,042,881 2,507,543 1,589,519 63% (918,024)$ Public Works
320 Engineering 1,447,314$ 1,419,521$ 3,023,329$ 1,794,378 59% (1,228,950)$ 500 Public Works 368,711 275,437 1,015,076 561,737 55% (453,339) 295 Facility Maintenance 467,728 557,645 407,647 332,785 82% (74,862) 296 Facility Landscaping - 181,504 176,087 141,923 81% (34,164) 600 Landscaping (public right-of-way) 1,074 - - - 0% - Subtotal Community Development 2,284,828 2,434,108 4,622,139 2,830,822 61% (1,791,316)$ Community Safety
311 Administration 19,679$ 315,828$ 784,486$ 603,563 77% (180,923)$ 310 Building Safety 1,337,997 1,273,580 1,541,986 867,620 56% (674,366) 330 Community Enhancement & Safety 764,036 811,417 1,003,684 712,633 71% (291,051) Subtotal Community Safety 2,121,711 2,400,825 3,330,156 2,183,816 66% (1,146,339)$ Public Safety
400 Law Enforcement 11,097,700$ 12,621,198$ 14,061,266$ 10,260,653 73% (3,800,613)$ 430 Animal Control 233,268 276,155 350,000 230,312 66% (119,688) 440 Crossing Guards 96,099 108,149 140,000 92,872 66% (47,128) Subtotal Public Safety 11,427,066 13,005,502 14,551,266 10,583,837 73% (3,967,429)$ Total General Fund Expenditures 33,724,114 37,866,236 45,982,149 36,116,320 79% (9,865,829) TOTAL GENERAL FUND NET REVEN 34,229,656 31,310,307 27,735,148 30,353,095

OTHER PURPOSE GENERAL FUNDS

RESTRICTED STRUCTURAL FIRE FUND
Revenues
Property Taxes (Restricted for Fire Serv 7,601,854$ 8,379,338$ 8,400,000$ 7,663,543$ 91% (736,457)$ Sales & Use Tax - - - - 0% - Franchise Fees - - - - 0% - Other Taxes - - - - 0% - License, Permits & Fees 94,451 77,971 90,000 111,895 124% 21,895 Fines, Penalties & Forfeitures - 92,793 2,500 86,348 3454% 83,848 Intergovernmental - - - - 0% - Use of Money & Property (1,616) 432,432 350,000 443,599 127% 93,599 Miscellaneous - - - - 0% - Transfers - - - - 0% - Total Fire Fund Revenues 7,694,689 8,982,534 8,842,500 8,305,385 94% (537,115) Expenditures
Public Safety
290 General Government 504,045$ 30,899$ 320,000$ 278,171 87% (41,829)$ 295 Building Maintenance 184,581 145,792 145,900 125,891 86% (20,009) 296 Facility Landscaping - 22,065 66,000 32,870 50% (33,130) 320 Engineering 808 - - - 0% - 420 Fire Services 5,770,182 6,381,240 8,366,950 5,178,314 62% (3,188,636) Total Fire Fund Expenditures 6,459,615 6,579,997 8,898,850 5,615,246 63% (3,283,604)$ TOTAL FIRE FUND NET REVENUE 1,235,074 2,402,537 (56,350) 2,690,139 City of Eastvale │ 12363 Limonite Avenue, Suite 910, Eastvale, CA 91752 │ (951) 361-0900 │ eastvaleca.gov 366

CITY OF EASTVALE
Fiscal Year 2023-24
Interim Financial Report | QUARTER THREE ending March 31, 2024 | 9 months General Fund Operating Summary
Audited Actuals Audited Actuals
Amended
Budget Actuals
%
Budget
Amount
Over(Under)
Budget
Description 2021-22 2022-23 2023-24 3/31/2024 Used 2023-24

GENERAL FUND
Operating Revenues
Property Taxes 3,662,139$ 4,004,362$ 3,817,700$ 4,403,004 115% 585,304$ Sales & Use Tax 28,310,286 32,156,371 30,355,000 25,209,318 83% (5,145,682) Franchise Fees 1,971,912 2,556,660 2,390,000 2,079,738 87% (310,262) License, Permits & Fees 2,333,526 2,347,535 2,401,750 2,671,552 111% 269,802 Fines, Penalties & Forfeitures 567,641 724,866 589,000 567,185 96% (21,815) Intergovernmental 6,367,511 6,077,206 6,245,000 3,459,926 55% (2,785,074) Use of Money & Property 172,785 1,024,247 1,418,000 3,689,739 260% 2,271,739 Miscellaneous 772,062 299,556 162,060 335,631 207% 173,571 Transfers In 57,239 298,240 531,786 531,786 100% - Total General Fund Operating Revenues 44,215,101 49,489,043 47,910,296 42,947,878 90% (4,962,418) Operating Expenditures
Personnel 5,181,118$ 6,127,883$ 9,428,030$ 7,164,790 76% (2,263,240)$ Contract Services (Law Enforcement) 10,929,074 12,445,838 13,622,666 9,977,800 73% (3,644,866) Contract Services 3,016,251 3,332,515 4,495,385 2,442,263 54% (2,053,122) Maintenance 205,290 345,138 437,240 266,352 61% (170,888) Operations 3,192,633 1,561,606 4,704,595 3,190,234 68% (1,514,361) Capital Outlay 187,826 758,553 697,310 537,317 77% (159,993) Debt Service 1,250,371 533,242 320,000 278,171 87% (41,829) Transfers Out 735,475 40,703 19,640 19,640 100% - Total General Fund Operating Expenditures 24,698,037 25,145,477 33,724,867 23,876,568 71% (9,848,299) NET OPERATING REVENUE 19,517,064 24,343,566 14,185,430 19,071,310 Non-Operating Revenues
Sales Tax 16,400,000$ 15,200,000$ 25,125,000$ 20,865,891$ 83% (4,259,109)$ Franchise Fees (Retention Fees) - 4,000,000 - 0% - Use of Money and Property (Interest) 384,586 487,500 682,000 511,500 75% (170,500) Use of Money and Property (Unrealized Gain/Los (406,136) - - 2,144,146 0% 2,144,146 Miscellaneous GASB 87 - - - - 0% - Transfers In (ARPA SLFRF) 7,360,219 - - - 0% - Total General Fund Non-Operating Revenues 23,738,669 19,687,500 25,807,000 23,521,537 91% (2,285,463) Non-Operating Expenditures
Operations (Unrealized Loss) 1,305,075$ -$ - -$ 0% -$ Capital Outlay (GASB 87) - - - 0% - Debt Service (Tarpon Properties Payoff) 1,859,050 - - - 0% - Transfers Out (Streetlight Payoff) 3,808,933 - - - 0% - Transfers Out (Capital Replacement Reserves) - 1,303,652 1,020,000 1,020,000 100% - Transfers Out (CIP) 2,053,019 11,417,107 11,237,282$ 11,219,752 100% (17,530) Total General Fund Non-Operating Expenditu 9,026,077 12,720,759 12,257,282 12,239,752 100% (17,530) NET NON-OPERATING REVENUE 14,712,592 6,966,741 13,549,718 11,281,785 City of Eastvale │ 12363 Limonite Avenue, Suite 910, Eastvale, CA 91752 │ (951) 361-0900 │ eastvaleca.gov 367

CITY OF EASTVALE
Fiscal Year 2023-24
Interim Financial Report | QUARTER THREE ending March 31, 2024 | 9 months General Fund Operating Summary
Audited Actuals Audited Actuals
Amended
Budget Actuals
%
Budget
Amount
Over(Under)
Budget
Description 2021-22 2022-23 2023-24 3/31/2024 Used 2023-24

OTHER PURPOSE GENERAL FUNDS

RESTRICTED STRUCTURAL FIRE FUND -
Operating Revenues
Property Taxes (Restricted for Fire Services) 7,601,854$ 8,379,338$ 8,400,000$ 7,663,543 91% (736,457)$ Sales & Use Tax - - - - 0% - Franchise Fees - - - - 0% - Other Taxes - - - - 0% - License, Permits & Fees 94,451 77,971 90,000 111,895 124% 21,895 Fines, Penalties & Forfeitures - 92,793 2,500 86,348 3454% 83,848 Intergovernmental - - - - 0% - Use of Money & Property (1,616) 432,432 350,000 443,599 127% 93,599 Miscellaneous - - - - 0% - Transfers - - - - 0% - Total Fire Fund Revenues 7,694,689 8,982,534 8,842,500 8,305,385 94% (537,115) Operating Expenditures
Salaries 808$ -$ -$ - 0% -$ Benefits - - - - 0% - Staff Development - - - - 0% - Contract Services 5,654,282 6,298,267 7,234,950 5,155,998 71% (2,078,952) Maintenance 56,463 70,167 77,000 64,856 84% (12,144) Operations 447,634 (87,248) 251,900 116,222 46% (135,678) Capital Outlay 38,200 (906) 15,000 - 0% (15,000) Debt Service 262,228 272,717 320,000 278,171 87% (41,829) Transfers Out - - - - 0% - Subtotal Fire Fund Expenditures 6,459,615 6,552,997 7,898,850 5,615,246 71% (2,283,604) NET OPERATING REVENUE 1,235,074 2,429,537 943,650 2,690,139 Non-Operating Revenues
Use of Money and Property (Unrealized Gain/Loss) - - -$ 0% -$ Transfers In - - - 0% - Total Fire Fund Non-Operating Revenues - - - - 0% -$ Non-Operating Expenditures
CIP (Fire Station) -$ 27,000 1,000,000 973,000 97% (27,000)$ CIP (Vehicle Purchase) - - - - 0% - Total Fire Fund Non-Operating Expenditures - 27,000 1,000,000 973,000 97% (27,000)$ NET NON-OPERATING REVENUE - (27,000) (1,000,000) City of Eastvale │ 12363 Limonite Avenue, Suite 910, Eastvale, CA 91752 │ (951) 361-0900 │ eastvaleca.gov 368

CITY OF EASTVALE
Fiscal Year 2023-24
Interim Financial Report | QUARTER THREE ending March 31, 2024 | 9 months Other Funds Summary
*Data includes transfers
Audited
Actuals Audited Actuals
Amended
Budget Actuals
Amount
Over(Under)
Budget
Description 2021-22 2022-23 2022-23 3/31/2024 2023-24

OTHER FUNDS
Revenues
120 General Plan Fund -$ -$ -$ 23,415$ 0% 23,415$ 200 Gas Tax 1,604,905 1,910,031 2,038,500 1,698,727 1 (339,773) 205 SB1 1,378,406 1,630,373 1,737,300 1,362,654 78% (374,646) 206 Area Drainage Plan (ADP) (493) 22,224 8,800 21,572 245% 12,772 210 Measure A 2,189,098 3,561,411 3,255,500 2,562,531 79% (692,969) 211 TDA Fund - 146,666 334,820 - 0% (334,820) 220 AQMD 143,575 105,726 142,100 105,161 74% (36,939) 230 Grants: Law Enforcement Grants - - - - 0% - 240 Grants: Miscellaneous Grants Fund 668,027 520,685 21,154,404 8,818,834 42% (12,335,570) 241 Grants: Coronavirus Relief Fund - - - - 0% - 242 Grants: American Rescue Plan Act Fund 7,360,219 - - - 0% - 243 Public, Educational, or Governmental Access Fund 2,188 1,444 - 885 0% 885 250 Grants: Community Development Block Grant - - - - 0% - 260 Local Law Enforcement Services 165,428 - - - 0% - 270 TUMF Reimbursement Fund - 13,818 - - 0% - 290 Transportation DIF 119,761 520,618 258,500 242,244 94% (16,256) 291 Fire DIF 46,690 70,837 45,500 95,607 210% 50,107 292 Public Facilities DIF 102,648 69,972 163,000 159,403 98% (3,597) 293 Road and Bridge Benefit District 454,300 218,470 125,000 458,642 367% 333,642 294 Quimby Parkland Fees - - - 12,276 0% 12,276 300 LLMD 89-1 Zone 10 3,820 4,743 - 12 0% 12 301 LLMD 89-1 Zone 33 1,171 707 150 185 123% 35 302 LLMD 89-1 Zone 41 171,435 76,992 56,496 82,024 145% 25,528 303 LLMD 89-1 Zone 79 2,593 1,667 2,676 1,614 60% (1,062) 304 LLMD 89-1 Zone 85 3,008 985 435 881 203% 446 305 LLMD 89-1 Zone 111 23,997 24,893 17,800 14,124 79% (3,676) 306 LLMD 89-1 Zone 115 3,726 4,094 4,283 4,230 99% (53) 307 LLMD 89-1 Zone 116 8,031 7,897 6,005 6,590 110% 585 308 LLMD 89-1 Zone 147 1,552 1,717 1,789 1,774 99% (15) 309 LLMD 89-1 Zone 151 7,659 9,512 9,702 9,702 100% - 310 LLMD 89-1 Zone 156 5,750 7,139 7,282 7,282 100% 0 311 Benefit Assessment District 2014-2 12,563 11,259 9,665 9,922 103% 257 312 LLMD 2014-1 19,499 18,215 16,726 16,664 100% (62) 313 LLMD 2014-3 8,489 7,114 8,442 9,089 108% 647 314 LLMD 2014-4 6,850 6,071 4,120 3,975 96% (145) 315 Community Facilities District 2019-1 10,162 11,030 11,914 8,697 73% (3,217) 400 Community Facilities District 2017-1 74,687 41,746 93,435 42,450 45% (50,985) 401 Community Facilities District 2017-2 43,192 49,212 50,611 34,371 68% (16,240) 402 Community Facilities District 2020-1 73,498 95,925 99,652 99,168 100% (484) 403 LMD 98-2 ORIGINAL 16,635 11,024 4,793 5,292 110% 499 404 LMD 98-2 ANNEX 01/Zone A 2,006 8,149 4,700 4,676 99% (24) 405 LMD 98-2 ANNEX 02/Zone B 41,892 91,834 61,569 63,245 103% 1,676 406 LMD 98-2 ANNEX 03/Zone C 4,299 16,645 10,043 10,128 101% 85 407 LMD 98-2 ANNEX 04/Zone D 6,233 22,287 15,012 15,337 102% 325 408 LMD 98-2 ANNEX 06/Zone F 29,516 22,359 10,355 10,859 105% 504 409 LMD 2001-1 Zone G 1,862 1,092 1,216 1,228 101% 12 410 LMD 2001-1 Zone S 2,420 1,320 1,612 1,620 100% 8 411 LMD 2001-1 Zone W 20,337 14,940 130 70 54% (60) 412 LMD 2001-2 Zone A 49,149 18,360 13,848 14,445 104% 597 413 LMD 2001-2 Zone B 26,356 17,360 11,286 11,644 103% 358 % Budget
Used
City of Eastvale │ 12363 Limonite Avenue, Suite 910, Eastvale, CA 91752 │ (951) 361-0900 │ eastvaleca.gov 369

CITY OF EASTVALE
Fiscal Year 2023-24
Interim Financial Report | QUARTER THREE ending March 31, 2024 | 9 months Other Funds Summary
*Data includes transfers
Audited
Actuals Audited Actuals
Amended
Budget Actuals
Amount
Over(Under)
Budget
Description 2021-22 2022-23 2022-23 3/31/2024 2023-24
% Budget
Used
414 LMD 2001-2 Zone C 1,423 1,094 647 660 102% 13 415 LMD 2001-2 Zone D 17,303 11,887 7,505 7,785 104% 280 416 LMD 2001-2 Zone F 3,128 3,067 2,550 2,591 102% 41 417 LMD 2001-2 Zone G 26,486 10,287 8,477 9,096 107% 619 418 LMD 2001-2 Zone H 39,891 28,855 18,752 19,339 103% 587 419 LMD 2001-2 Zone J 27,374 18,512 12,670 12,991 103% 321 420 LMD 2001-2 Zone K 1,954 1,716 1,898 1,856 98% (42) 421 LMD 2001-2 Zone M 2,315 2,771 1,611 1,642 102% 31 422 LMD 2001-3 Zone A 3,901 12,739 13,363 13,130 98% (233) 423 LMD 2001-3 Zone B 3,372 9,909 8,051 8,069 100% 18 424 LMD 2001-3 Zone C 22,478 8,419 3,979 4,370 110% 391 425 LMD 2001-3 Zone D 45,713 17,458 7,911 8,629 109% 718 426 LMD 2001-3 Zone E 100,204 38,591 19,736 21,426 109% 1,690 427 LMD 2001-3 Zone F 38,201 14,954 3,458 4,297 124% 839 428 LMD 2001-3 Zone G 3,433 7,967 6,717 6,811 101% 94 429 LMD 2001-3 Zone H 15,451 6,331 3,374 3,501 104% 127 430 LMD 2001-3 Zone I 61,716 40,910 23,283 24,467 105% 1,184 431 LMD 2001-3 Zone J 17,644 11,936 6,683 6,865 103% 182 432 LMD 2001-3 Zone K 18,021 14,651 7,736 8,014 104% 278 433 LMD 2001-3 Zone L 19,057 14,175 7,957 8,295 104% 338 434 LMD 2001-3 Zone M 55,807 25,718 13,898 14,941 108% 1,043 435 LMD 2001-3 Zone N 40,800 43,034 19,394 19,852 102% 458 436 LMD 2001-3 Zone O 6,576 2,746 1,354 1,426 105% 72 437 LMD 2001-3 Zone P 38,497 14,526 7,223 7,857 109% 634 438 LMD 2001-3 Zone Q 15,405 5,997 3,247 3,427 106% 180 439 LMD 2001-3 Zone R 1,849 1,699 1,020 1,042 102% 22 440 LMD 2001-3 Zone S 7,430 3,061 1,495 1,631 109% 136 441 LMD 2001-3 Zone T 57,013 21,130 10,374 11,317 109% 943 442 LMD 2001-3 Zone U 37,570 14,313 7,639 8,090 106% 451 443 LMD 2001-3 Zone V 63,337 23,359 11,767 12,896 110% 1,129 444 LMD 2001-3 Zone W 19,463 7,854 8,300 8,736 105% 436 445 LMD 2001-3 Zone X 5,519 2,365 1,176 1,257 107% 81 446 LMD 2001-3 Zone Y 9,212 3,689 1,845 2,006 109% 161 447 LMD 2001-3 Zone Z 10,185 4,093 2,024 2,165 107% 141 448 LMD 2001-3 Zone AA 6,467 2,843 1,399 1,539 110% 140 449 LMD 2001-3 Zone BB 6,006 2,464 1,147 1,273 111% 126 450 LMD 2001-3 Zone CC 23,574 17,523 9,820 10,235 104% 415 451 LMD 2001-3 Zone DD 50,873 23,649 13,161 14,182 108% 1,021 452 LMD 2001-3 Zone EE 24,752 9,563 15,074 15,454 103% 380 453 LMD 2001-3 Zone FF 30,391 21,436 11,643 12,058 104% 415 454 LMD 2001-3 Zone GG 15,382 6,056 2,996 3,211 107% 215 455 LMD 2001-3 Zone HH 12,334 4,877 2,443 2,602 107% 159 456 LMD 2001-3 Zone II 27,648 10,433 5,089 5,491 108% 402 457 LMD 2001-3 Zone JJ 4,943 2,102 1,032 1,121 109% 89 458 LMD 2001-3 Zone KK 2,842 1,655 1,685 1,664 99% (21) 459 LMD 2001-3 Zone LL 10,721 4,358 2,119 2,163 102% 44 460 LMD 2001-3 Zone MM 8,137 5,042 2,867 3,016 105% 149 461 LMD 2001-3 Zone NN 19,085 7,293 3,641 3,988 110% 347 462 LMD 2001-3 Zone OO 18,826 7,230 3,774 3,910 104% 136 463 LMD 2001-3 Zone PP 22,147 8,413 4,200 4,512 107% 312 464 LMD 2001-3 Zone QQ 8,658 3,648 1,884 2,014 107% 130 465 LMD 2001-3 Zone RR 57,429 21,582 11,395 12,520 110% 1,125 466 LMD 2001-3 Zone SS 21,381 8,167 4,148 4,489 108% 341 City of Eastvale │ 12363 Limonite Avenue, Suite 910, Eastvale, CA 91752 │ (951) 361-0900 │ eastvaleca.gov 370

CITY OF EASTVALE
Fiscal Year 2023-24
Interim Financial Report | QUARTER THREE ending March 31, 2024 | 9 months Other Funds Summary
*Data includes transfers
Audited
Actuals Audited Actuals
Amended
Budget Actuals
Amount
Over(Under)
Budget
Description 2021-22 2022-23 2022-23 3/31/2024 2023-24
% Budget
Used
467 LMD 2001-3 Zone TT 9,128 3,602 1,834 1,913 104% 79 468 LMD 2001-3 Zone UU 7,023 2,844 1,314 1,428 109% 114 469 LMD 2001-3 Zone VV 5,921 2,434 2,306 2,418 105% 112 470 LMD 2001-3 Zone WW 24,592 9,570 4,851 5,252 108% 401 471 LMD 2001-3 Zone XX 3,489 2,242 2,760 2,792 101% 32 472 LMD 2001-3 Zone YY 27,233 19,033 10,864 11,406 105% 542 473 LMD 2001-3 Zone ZZ 11,014 4,300 2,176 2,585 119% 409 474 LMD 2001-3 Zone AAA 47,941 17,999 9,207 10,183 111% 976 475 LMD 2001-3 Zone BBB 30,674 11,626 5,930 6,403 108% 473 476 LMD 2001-3 Zone CCC 65,738 28,879 15,310 16,384 107% 1,074 477 LMD 2001-3 Zone DDD 56,233 21,166 11,020 11,953 108% 933 478 LMD 2001-3 Zone EEE 6,186 2,900 3,074 3,159 103% 85 479 LMD 2001-3 Zone FFF 54,497 20,119 10,186 11,182 110% 996 480 LMD 2001-3 Zone GGG 19,694 7,672 4,178 4,496 108% 318 481 LMD 2001-3 Zone HHH 828 2,137 3,927 3,866 98% (61) 482 LMD 2001-3 Zone III 26,815 13,216 14,834 14,516 98% (318) 483 LMD 2001-3 Zone JJJ 31,081 11,775 6,066 6,816 112% 750 484 LMD 2001-3 Zone LLL 6,082 11,151 4,812 4,914 102% 102 485 LMD 2001-3 Zone MMM 20,050 8,225 4,229 4,515 107% 286 486 Illumination District No 2 Subarea 35 8,749 3,795 5,193 5,275 102% 82 487 Illumination District No 2 Subarea 42 2,513 1,496 1,737 1,755 101% 18 488 Illumination District No 2 Subarea 46 9,336 3,263 4,566 4,521 99% (45) 489 Illumination District No 2 Subarea 49 11,841 4,113 4,677 4,724 101% 47 490 Illumination District No 2 Subarea 55 2,344 679 669 638 95% (31) 500 Debt Service 4,509,981 - - - 0% - 600 Capital Projects 2,143,140 11,417,107 11,237,282 11,219,752 100% (17,530) 601 General Information Technology Capital Replacem - 433,652 50,000 50,000 100% - 602 General Fleet Capital Replacement Fund - 120,000 120,000 120,000 100% - 603 General Street Maintenance Capital Fund - 500,000 500,000 500,000 100% - 604 General Facility Maintenance Capital Fund - 250,000 250,000 250,000 100% - 700 Information Technology - - - - 0% - Total Other Fund Revenues 23,268,586 22,951,703 42,448,804 28,712,016 68% (13,736,788) Expenditures
120 General Plan Fund -$ -$ -$ -$ 0% -$ 200 Gas Tax 1,994,824 1,280,427 3,525,600 2,420,468 1 (1,105,132) 205 SB1 1,721,552 (7,078) 4,032,000 3,918,720 97% (113,280) 206 Area Drainage Plan (ADP) 17,322 (13,822) - - 0% - 210 Measure A 1,891,015 1,572,979 7,556,662 4,412,548 58% (3,144,114) 211 TDA Fund 102,318 44,348 - - 0% - 220 AQMD 123,899 1,844 596,440 519,472 87% (76,968) 230 Law Enforcement Grants - - - - 0% - 240 Grants: Miscellaneous Grants Fund 520,016 479,696 25,360,895 12,177,585 48% (13,183,310) 241 Grants: Coronavirus Relief Fund - - - - 0% - 242 Grants: American Rescue Plan Act Fund 7,360,219 - - - 0% - 243 Public, Educational, or Governmental Access Fund - - - - 0% - 250 Grants: Community Development Block Grant - - - - 0% - 260 Local Law Enforcement Services 165,428 - - - 0% - 270 TUMF Reimbursement Fund 344,067 157,993 4,842,010 1,374,127 28% (3,467,883) 290 Transportation DIF 6,587 (3,547) 5,170 5,170 100% - 291 Fire DIF 8,376 (7,086) 910 910 100% - 292 Public Facilities DIF 9,146 485,117 3,260 3,260 100% - 293 Road and Bridge Benefit District 229,679 (98,390) - - 0% - City of Eastvale │ 12363 Limonite Avenue, Suite 910, Eastvale, CA 91752 │ (951) 361-0900 │ eastvaleca.gov 371

CITY OF EASTVALE
Fiscal Year 2023-24
Interim Financial Report | QUARTER THREE ending March 31, 2024 | 9 months Other Funds Summary
*Data includes transfers
Audited
Actuals Audited Actuals
Amended
Budget Actuals
Amount
Over(Under)
Budget
Description 2021-22 2022-23 2022-23 3/31/2024 2023-24
% Budget
Used
294 Quimby Parkland Fees - - - - 0% - 300 LLMD 89-1 Zone 10 508 159 800 35 4% (765) 301 LLMD 89-1 Zone 33 425 8 500 11 2% (489) 302 LLMD 89-1 Zone 41 84,713 (14,775) 38,335 20,023 52% (18,312) 303 LLMD 89-1 Zone 79 2,966 884 1,544 1,471 95% (73) 304 LLMD 89-1 Zone 85 1,174 (374) 265 147 55% (118) 305 LLMD 89-1 Zone 111 19,734 8,522 20,623 13,581 66% (7,042) 306 LLMD 89-1 Zone 115 12,838 11,544 14,601 12,669 87% (1,932) 307 LLMD 89-1 Zone 116 6,734 4,950 7,986 6,373 80% (1,613) 308 LLMD 89-1 Zone 147 4,315 5,179 6,479 5,581 86% (898) 309 LLMD 89-1 Zone 151 15,413 19,258 32,336 24,659 76% (7,677) 310 LLMD 89-1 Zone 156 10,803 13,403 17,766 14,623 82% (3,143) 311 Benefit Assessment District 2014-2 7,887 4,860 9,586 7,135 74% (2,451) 312 LLMD 2014-1 8,527 5,096 16,562 8,974 54% (7,588) 313 LLMD 2014-3 5,346 3,603 8,413 5,489 65% (2,924) 314 LLMD 2014-4 2,399 726 3,994 1,597 40% (2,397) 315 Community Facilities District 2019-1 3,840 3,198 4,163 4,377 105% 214 400 Community Facilities District 2017-1 7,697 1,612 36,359 18,151 50% (18,208) 401 Community Facilities District 2017-2 20,518 25,840 34,870 28,618 82% (6,252) 402 Community Facilities District 2020-1 83,623 123,806 155,656 132,083 85% (23,573) 403 LMD 98-2 ORIGINAL 1,698 5,417 7,798 3,846 49% (3,952) 404 LMD 98-2 ANNEX 01/Zone A 4,197 4,141 5,818 2,716 47% (3,102) 405 LMD 98-2 ANNEX 02/Zone B 28,806 40,253 30,644 36,497 119% 5,853 406 LMD 98-2 ANNEX 03/Zone C 4,028 8,395 11,535 5,564 48% (5,971) 407 LMD 98-2 ANNEX 04/Zone D 8,607 10,981 14,857 7,475 50% (7,382) 408 LMD 98-2 ANNEX 06/Zone F 2,892 8,944 12,500 6,218 50% (6,282) 409 LMD 2001-1 Zone G 145 477 533 534 100% 1 410 LMD 2001-1 Zone S 336 995 1,229 1,158 94% (71) 411 LMD 2001-1 Zone W 6,258 18,434 7,853 17,976 229% 10,124 412 LMD 2001-2 Zone A 3,342 10,987 12,350 11,375 92% (975) 413 LMD 2001-2 Zone B 2,788 8,921 12,613 6,581 52% (6,032) 414 LMD 2001-2 Zone C 130 691 840 657 78% (183) 415 LMD 2001-2 Zone D 1,870 6,090 8,463 4,318 51% (4,145) 416 LMD 2001-2 Zone F 528 1,785 2,508 1,391 55% (1,117) 417 LMD 2001-2 Zone G 1,616 4,767 9,368 6,375 68% (2,993) 418 LMD 2001-2 Zone H 4,696 14,741 21,816 10,261 47% (11,555) 419 LMD 2001-2 Zone J 3,096 10,315 14,512 7,638 53% (6,874) 420 LMD 2001-2 Zone K 841 2,832 3,523 3,436 98% (87) 421 LMD 2001-2 Zone M 373 1,360 2,081 931 45% (1,150) 422 LMD 2001-3 Zone A 18,822 4,986 5,705 4,528 79% (1,177) 423 LMD 2001-3 Zone B 6,507 3,327 4,275 2,156 50% (2,119) 424 LMD 2001-3 Zone C 1,011 2,794 2,834 2,731 96% (103) 425 LMD 2001-3 Zone D 2,297 6,211 6,394 6,245 98% (149) 426 LMD 2001-3 Zone E 5,080 13,735 14,136 13,450 95% (686) 427 LMD 2001-3 Zone F 447 1,430 1,078 809 75% (269) 428 LMD 2001-3 Zone G 2,379 4,446 4,163 4,013 96% (150) 429 LMD 2001-3 Zone H 1,149 3,227 3,561 3,247 91% (314) 430 LMD 2001-3 Zone I 5,857 18,922 27,395 12,080 44% (15,315) 431 LMD 2001-3 Zone J 1,659 5,419 7,748 3,465 45% (4,283) 432 LMD 2001-3 Zone K 2,579 8,217 11,873 5,481 46% (6,392) 433 LMD 2001-3 Zone L 2,020 6,185 9,048 3,768 42% (5,280) 434 LMD 2001-3 Zone M 3,567 9,448 11,021 8,091 73% (2,930) 435 LMD 2001-3 Zone N 7,409 29,601 35,908 15,412 43% (20,496) City of Eastvale │ 12363 Limonite Avenue, Suite 910, Eastvale, CA 91752 │ (951) 361-0900 │ eastvaleca.gov 372

CITY OF EASTVALE
Fiscal Year 2023-24
Interim Financial Report | QUARTER THREE ending March 31, 2024 | 9 months Other Funds Summary
*Data includes transfers
Audited
Actuals Audited Actuals
Amended
Budget Actuals
Amount
Over(Under)
Budget
Description 2021-22 2022-23 2022-23 3/31/2024 2023-24
% Budget
Used
436 LMD 2001-3 Zone O 319 935 959 953 99% (6) 437 LMD 2001-3 Zone P 1,835 5,015 5,015 4,993 100% (22) 438 LMD 2001-3 Zone Q 900 2,753 2,620 2,542 97% (78) 439 LMD 2001-3 Zone R 221 815 1,354 642 47% (712) 440 LMD 2001-3 Zone S 359 1,063 1,085 1,063 98% (22) 441 LMD 2001-3 Zone T 2,633 7,191 7,165 7,003 98% (162) 442 LMD 2001-3 Zone U 1,964 12,620 5,517 5,438 99% (79) 443 LMD 2001-3 Zone V 3,075 9,454 8,689 8,458 97% (231) 444 LMD 2001-3 Zone W 1,058 3,136 3,448 3,030 88% (418) 445 LMD 2001-3 Zone X 274 831 871 847 97% (24) 446 LMD 2001-3 Zone Y 446 1,311 1,348 1,314 97% (34) 447 LMD 2001-3 Zone Z 491 1,424 1,454 1,419 98% (35) 448 LMD 2001-3 Zone AA 331 1,015 1,116 951 85% (165) 449 LMD 2001-3 Zone BB 262 801 834 803 96% (31) 450 LMD 2001-3 Zone CC 2,502 10,381 11,359 4,627 41% (6,732) 451 LMD 2001-3 Zone DD 2,821 8,547 10,475 6,564 63% (3,911) 452 LMD 2001-3 Zone EE 1,437 3,986 4,094 3,953 97% (141) 453 LMD 2001-3 Zone FF 3,107 10,264 11,121 5,791 52% (5,330) 454 LMD 2001-3 Zone GG 747 2,120 2,131 2,096 98% (35) 455 LMD 2001-3 Zone HH 601 1,718 1,812 1,723 95% (89) 456 LMD 2001-3 Zone II 1,279 3,571 3,605 3,498 97% (107) 457 LMD 2001-3 Zone JJ 235 734 759 745 98% (14) 458 LMD 2001-3 Zone KK 1,222 3,317 3,887 3,645 94% (242) 459 LMD 2001-3 Zone LL 513 6,370 1,592 1,439 90% (153) 460 LMD 2001-3 Zone MM 709 2,273 3,109 1,709 55% (1,400) 461 LMD 2001-3 Zone NN 904 2,567 2,633 2,535 96% (98) 462 LMD 2001-3 Zone OO 951 2,726 2,928 2,755 94% (173) 463 LMD 2001-3 Zone PP 1,174 3,807 3,460 3,376 98% (84) 464 LMD 2001-3 Zone QQ 461 1,317 1,454 1,356 93% (98) 465 LMD 2001-3 Zone RR 2,837 7,600 7,623 7,555 99% (68) 466 LMD 2001-3 Zone SS 1,027 2,920 3,097 2,910 94% (187) 467 LMD 2001-3 Zone TT 521 1,526 1,592 1,553 98% (39) 468 LMD 2001-3 Zone UU 305 909 953 908 95% (45) 469 LMD 2001-3 Zone VV 366 1,082 1,166 1,123 96% (43) 470 LMD 2001-3 Zone WW 1,231 3,440 3,423 3,387 99% (36) 471 LMD 2001-3 Zone XX 342 1,452 1,755 1,572 90% (183) 472 LMD 2001-3 Zone YY 2,722 8,934 12,951 5,582 43% (7,369) 473 LMD 2001-3 Zone ZZ 536 1,516 1,517 1,522 100% 5 474 LMD 2001-3 Zone AAA 2,252 6,256 6,344 6,041 95% (303) 475 LMD 2001-3 Zone BBB 1,610 4,427 4,564 4,423 97% (141) 476 LMD 2001-3 Zone CCC 4,129 11,916 13,403 10,302 77% (3,101) 477 LMD 2001-3 Zone DDD 2,857 7,810 7,886 7,651 97% (235) 478 LMD 2001-3 Zone EEE 73 470 439 1,433 326% 994 479 LMD 2001-3 Zone FFF 2,621 7,194 6,821 6,793 100% (28) 480 LMD 2001-3 Zone GGG 1,204 3,308 3,473 3,296 95% (177) 481 LMD 2001-3 Zone HHH 2,030 2,459 2,119 2,039 96% (80) 482 LMD 2001-3 Zone III 3,679 30,926 8,664 9,291 107% 627 483 LMD 2001-3 Zone JJJ 1,547 4,301 4,438 4,213 95% (225) 484 LMD 2001-3 Zone LLL 7,900 2,128 2,558 1,854 72% (704) 485 LMD 2001-3 Zone MMM 1,078 2,959 3,047 2,999 98% (48) 486 Illumination District No 2 Subarea 35 1,250 3,618 4,250 4,212 99% (38) 487 Illumination District No 2 Subarea 42 407 1,341 1,693 1,450 86% (243) 488 Illumination District No 2 Subarea 46 1,212 8,226 3,749 3,717 99% (32) City of Eastvale │ 12363 Limonite Avenue, Suite 910, Eastvale, CA 91752 │ (951) 361-0900 │ eastvaleca.gov 373

CITY OF EASTVALE
Fiscal Year 2023-24
Interim Financial Report | QUARTER THREE ending March 31, 2024 | 9 months Other Funds Summary
*Data includes transfers
Audited
Actuals Audited Actuals
Amended
Budget Actuals
Amount
Over(Under)
Budget
Description 2021-22 2022-23 2022-23 3/31/2024 2023-24
% Budget
Used
489 Illumination District No 2 Subarea 49 1,498 5,027 4,789 4,788 100% (1) 490 Illumination District No 2 Subarea 55 268 821 953 939 98% (14) 500 Debt Service 4,510,719 - - - 0% - 600 Capital Projects 1,021,164 3,273,187 22,967,850 7,200,875 31% (15,766,975) 601 General Information Technology Capital Replacem - - - - 0% - 602 General Fleet Capital Replacement Fund - - - - 0% - 603 General Street Maintenance Capital Fund - - - - 0% - 604 General Facility Maintenance Capital Fund - - - - 0% - 700 Information Technology - - - - 0% - Total Other Fund Expenditures 20,541,150 7,906,268 69,846,775 32,745,971 47% (37,100,804) City of Eastvale │ 12363 Limonite Avenue, Suite 910, Eastvale, CA 91752 │ (951) 361-0900 │ eastvaleca.gov 374

CITY OF EASTVALE
Fiscal Year 2023-24
Interim Financial Report | QUARTER THREE ending March 31, 2024 | 9 months Available Resources Summary
Audited Fund
Balance
Audited Fund
Balance
Amended
Revenue Budget
Amended
Expenditure
Budget
Estimated
Available Fund
Balance
Fund Name & Type 2021-22 2022-23 3/31/2024 3/31/2024 6/30/2024

GENERAL FUNDS
100 General Fund 96,083,818$ 127,394,125$ 73,717,296$ 45,982,149$ 155,129,272$ TOTAL General Funds 96,083,818 127,394,125 73,717,296 45,982,149 155,129,272

OTHER PURPOSE GENERAL FUNDS
110 Restricted Structural Fire Fund 14,473,114$ 16,875,651$ 8,842,500$ 8,898,850$ 16,819,301$ 120 General Plan Fund - - - - - TOTAL Other Purpose General Funds 14,473,114 16,875,651 8,842,500 8,898,850 16,819,301

SPECIAL REVENUE FUNDS
200 Gas Tax Fund 3,154,024$ 3,783,628$ 2,038,500$ 3,525,600$ 2,296,528$ 205 Road Maintenance and Rehabilitation Fund 800,050 2,437,501 1,737,300 4,032,000 142,801 206 Area Drainage Plan (ADP) 885,689 921,734 8,800 - 930,534 210 Measure A Fund 4,648,626 6,637,058 3,255,500 7,556,662 2,335,896 211 TDA Fund (102,318) - 334,820 - 334,820 220 Air Quality Management District 513,467 617,349 142,100 596,440 163,009 230 Law Enforcement Grants - - - - - 240 Grants: Miscellaneous Grants Fund (14,784) 26,204 21,154,404 25,360,895 (4,180,287) 241 Grants: Coronavirus Relief Fund - - - - - 242 Grants: American Rescue Plan Act Fund - - - - - 243 Public, Educational, or Governmental Access Fund 2,703 4,147 - - 4,147 250 Grants: Community Development Block Grant (7) (7) - - (7) 260 Local Law Enforcement Services - - - - - 270 TUMF Reimbursement Find (625,167) (769,342) - 4,842,010 (5,611,352) 290 DIF Transportation Facilities Fund 423,775 947,941 258,500 5,170 1,201,271 291 DIF Fire Facilities Fund 538,832 616,755 45,500 910 661,345 292 DIF Public Facilities Fund 590,338 175,194 163,000 3,260 334,934 293 Road and Bridge Benefit District 6,670,033 6,986,893 125,000 - 7,111,893 294 Quimby Parkland Fees
300 LLMD 89-1 Zone 10 (4,069) 515 - 800 (285) 301 LLMD 89-1 Zone 33 7,210 7,910 150 500 7,560 302 LLMD 89-1 Zone 41 1,788,103 1,879,870 56,496 38,335 1,898,031 303 LLMD 89-1 Zone 79 16,207 16,990 2,676 1,544 18,122 304 LLMD 89-1 Zone 85 30,600 31,958 435 265 32,128 305 LLMD 89-1 Zone 111 166,660 183,032 17,800 20,623 180,209 306 LLMD 89-1 Zone 115 (28,207) (35,657) 4,283 14,601 (45,975) 307 LLMD 89-1 Zone 116 61,041 63,988 6,005 7,986 62,007 308 LLMD 89-1 Zone 147 (6,212) (9,674) 1,789 6,479 (14,364) 309 LLMD 89-1 Zone 151 (50,753) (60,500) 9,702 32,336 (83,134) 310 LLMD 89-1 Zone 156 (22,520) (28,784) 7,282 17,766 (39,268) 311 Benefit Assessment District 2014-2 13,403 19,802 9,665 9,586 19,881 312 LLMD 2014-1 18,548 31,667 16,726 16,562 31,831 313 LLMD 2014-3 7,890 11,402 8,442 8,413 11,431 314 LLMD 2014-4 10,180 15,525 4,120 3,994 15,651 315 Community Facilities District 2019-1 (654) 7,179 11,914 4,163 14,930 400 Community Facilities District 2017-1 255,799 295,932 93,435 36,359 353,008 401 Community Facilities District 2017-2 53,197 76,569 50,611 34,870 92,310 402 Community Facilities District 2020-1 52,480 24,598 99,652 155,656 (31,406) 403 LMD 98-2 ORIGINAL 14,937 20,544 4,793 7,798 17,539 404 LMD 98-2 ANNEX 01/Zone A (2,191) 1,817 4,700 5,818 699 405 LMD 98-2 ANNEX 02/Zone B 13,087 64,667 61,569 30,644 95,592 406 LMD 98-2 ANNEX 03/Zone C 272 8,521 10,043 11,535 7,029 407 LMD 98-2 ANNEX 04/Zone D (2,374) 8,932 15,012 14,857 9,087 408 LMD 98-2 ANNEX 06/Zone F 26,624 40,039 10,355 12,500 37,894 409 LMD 2001-1 Zone G 1,717 2,332 1,216 533 3,015 410 LMD 2001-1 Zone S 2,089 2,414 1,612 1,229 2,797 411 LMD 2001-1 Zone W 14,079 10,585 130 7,853 2,863 412 LMD 2001-2 Zone A 45,807 53,181 13,848 12,350 54,679 City of Eastvale │ 12363 Limonite Avenue, Suite 910, Eastvale, CA 91752 │ (951) 361-0900 │ eastvaleca.gov 375

CITY OF EASTVALE
Fiscal Year 2023-24
Interim Financial Report | QUARTER THREE ending March 31, 2024 | 9 months Available Resources Summary
Audited Fund
Balance
Audited Fund
Balance
Amended
Revenue Budget
Amended
Expenditure
Budget
Estimated
Available Fund
Balance
Fund Name & Type 2021-22 2022-23 3/31/2024 3/31/2024 6/30/2024 413 LMD 2001-2 Zone B 23,568 32,007 11,286 12,613 30,680 414 LMD 2001-2 Zone C 1,293 1,695 647 840 1,502 415 LMD 2001-2 Zone D 15,432 21,229 7,505 8,463 20,271 416 LMD 2001-2 Zone F 2,600 3,881 2,550 2,508 3,923 417 LMD 2001-2 Zone G 24,870 30,389 8,477 9,368 29,499 418 LMD 2001-2 Zone H 35,195 49,308 18,752 21,816 46,244 419 LMD 2001-2 Zone J 24,278 32,474 12,670 14,512 30,632 420 LMD 2001-2 Zone K 1,117 1 1,898 3,523 (1,624) 421 LMD 2001-2 Zone M 1,942 3,352 1,611 2,081 2,882 422 LMD 2001-3 Zone A (14,920) (7,167) 13,363 5,705 491 423 LMD 2001-3 Zone B (3,135) 3,447 8,051 4,275 7,223 424 LMD 2001-3 Zone C 21,467 27,092 3,979 2,834 28,237 425 LMD 2001-3 Zone D 43,417 54,664 7,911 6,394 56,181 426 LMD 2001-3 Zone E 95,124 119,981 19,736 14,136 125,581 427 LMD 2001-3 Zone F 37,754 51,278 3,458 1,078 53,658 428 LMD 2001-3 Zone G 1,054 4,574 6,717 4,163 7,128 429 LMD 2001-3 Zone H 14,303 17,407 3,374 3,561 17,220 430 LMD 2001-3 Zone I 55,862 77,850 23,283 27,395 73,738 431 LMD 2001-3 Zone J 15,985 22,502 6,683 7,748 21,437 432 LMD 2001-3 Zone K 15,442 21,876 7,736 11,873 17,739 433 LMD 2001-3 Zone L 17,038 25,028 7,957 9,048 23,937 434 LMD 2001-3 Zone M 52,240 68,510 13,898 11,021 71,387 435 LMD 2001-3 Zone N 33,391 46,824 19,394 35,908 30,310 436 LMD 2001-3 Zone O 6,257 8,069 1,354 959 8,464 437 LMD 2001-3 Zone P 36,662 46,173 7,223 5,015 48,381 438 LMD 2001-3 Zone Q 14,505 17,749 3,247 2,620 18,376 439 LMD 2001-3 Zone R 1,628 2,512 1,020 1,354 2,178 440 LMD 2001-3 Zone S 7,075 9,072 1,495 1,085 9,482 441 LMD 2001-3 Zone T 54,380 68,318 10,374 7,165 71,527 442 LMD 2001-3 Zone U 35,606 37,299 7,639 5,517 39,421 443 LMD 2001-3 Zone V 60,262 74,167 11,767 8,689 77,245 444 LMD 2001-3 Zone W 18,405 23,122 8,300 3,448 27,974 445 LMD 2001-3 Zone X 5,245 6,779 1,176 871 7,084 446 LMD 2001-3 Zone Y 8,765 11,143 1,845 1,348 11,640 447 LMD 2001-3 Zone Z 9,695 12,364 2,024 1,454 12,934 448 LMD 2001-3 Zone AA 6,136 7,965 1,399 1,116 8,248 449 LMD 2001-3 Zone BB 5,743 7,406 1,147 834 7,719 450 LMD 2001-3 Zone CC 21,073 28,214 9,820 11,359 26,675 451 LMD 2001-3 Zone DD 48,052 63,155 13,161 10,475 65,841 452 LMD 2001-3 Zone EE 23,315 28,893 15,074 4,094 39,873 453 LMD 2001-3 Zone FF 27,284 38,456 11,643 11,121 38,978 454 LMD 2001-3 Zone GG 14,635 18,572 2,996 2,131 19,437 455 LMD 2001-3 Zone HH 11,733 14,892 2,443 1,812 15,523 456 LMD 2001-3 Zone II 26,369 33,230 5,089 3,605 34,714 457 LMD 2001-3 Zone JJ 4,707 6,076 1,032 759 6,349 458 LMD 2001-3 Zone KK 1,620 (42) 1,685 3,887 (2,244) 459 LMD 2001-3 Zone LL 10,208 8,196 2,119 1,592 8,723 460 LMD 2001-3 Zone MM 7,428 10,197 2,867 3,109 9,955 461 LMD 2001-3 Zone NN 18,180 22,906 3,641 2,633 23,914 462 LMD 2001-3 Zone OO 17,875 22,379 3,774 2,928 23,225 463 LMD 2001-3 Zone PP 20,973 25,579 4,200 3,460 26,319 464 LMD 2001-3 Zone QQ 8,196 10,527 1,884 1,454 10,957 465 LMD 2001-3 Zone RR 54,592 68,574 11,395 7,623 72,346 466 LMD 2001-3 Zone SS 20,354 25,601 4,148 3,097 26,652 467 LMD 2001-3 Zone TT 8,607 10,682 1,834 1,592 10,924 468 LMD 2001-3 Zone UU 6,717 8,652 1,314 953 9,013 469 LMD 2001-3 Zone VV 5,555 6,907 2,306 1,166 8,047 470 LMD 2001-3 Zone WW 23,361 29,491 4,851 3,423 30,919 471 LMD 2001-3 Zone XX 3,147 3,937 2,760 1,755 4,942 City of Eastvale │ 12363 Limonite Avenue, Suite 910, Eastvale, CA 91752 │ (951) 361-0900 │ eastvaleca.gov 376

CITY OF EASTVALE
Fiscal Year 2023-24
Interim Financial Report | QUARTER THREE ending March 31, 2024 | 9 months Available Resources Summary
Audited Fund
Balance
Audited Fund
Balance
Amended
Revenue Budget
Amended
Expenditure
Budget
Estimated
Available Fund
Balance
Fund Name & Type 2021-22 2022-23 3/31/2024 3/31/2024 6/30/2024 472 LMD 2001-3 Zone YY 24,511 34,611 10,864 12,951 32,524 473 LMD 2001-3 Zone ZZ 10,479 13,262 2,176 1,517 13,921 474 LMD 2001-3 Zone AAA 45,690 57,433 9,207 6,344 60,296 475 LMD 2001-3 Zone BBB 29,064 36,264 5,930 4,564 37,630 476 LMD 2001-3 Zone CCC 61,609 78,573 15,310 13,403 80,480 477 LMD 2001-3 Zone DDD 53,376 66,732 11,020 7,886 69,866 478 LMD 2001-3 Zone EEE 6,113 8,542 3,074 439 11,177 479 LMD 2001-3 Zone FFF 51,876 64,801 10,186 6,821 68,166 480 LMD 2001-3 Zone GGG 18,489 22,854 4,178 3,473 23,559 481 LMD 2001-3 Zone HHH (1,202) (1,524) 3,927 2,119 284 482 LMD 2001-3 Zone III 23,136 5,426 14,834 8,664 11,596 483 LMD 2001-3 Zone JJJ 29,534 37,008 6,066 4,438 38,636 484 LMD 2001-3 Zone LLL (1,818) 7,205 4,812 2,558 9,459 485 LMD 2001-3 Zone MMM 18,972 24,238 4,229 3,047 25,420 486 Illumination District No 2 Subarea 35 7,499 7,677 5,193 4,250 8,620 487 Illumination District No 2 Subarea 42 2,106 2,262 1,737 1,693 2,306 488 Illumination District No 2 Subarea 46 8,124 3,161 4,566 3,749 3,978 489 Illumination District No 2 Subarea 49 10,343 9,429 4,677 4,789 9,317 490 Illumination District No 2 Subarea 55 2,076 1,934 669 953 1,650 491 JCSD Special District Temporary Fund - (759) - - (759) TOTAL Special Revenue Funds 21,537,849 27,134,953 30,291,522 46,878,925 10,547,549

DEBT SERVICE FUND
500 General Debt Service Fund -$ -$ -$ -$ -$ TOTAL Debt Service Fund - - - - -

CAPITAL PROJECTS FUNDS
600 General Capital Projects Fund 2,908,958$ 11,052,878$ 11,237,282$ 22,967,850$ (677,690)$ 601 General Information Technology Capital Replaceme - 553,652 50,000 - 603,652 602 General Fleet Capital Replacement Fund - 120,000 120,000 - 240,000 603 General Street Maintenance Capital Fund - 500,000 500,000 - 1,000,000 604 General Facility Maintenance Capital Fund - 250,000 250,000 - 500,000 605 General Catch Basin & Storm Drain Maintenance Ca - - 100,000 - 100,000 TOTAL Capital Projects Fund 2,908,958 12,476,530 12,257,282 22,967,850 1,765,962

INTERNAL SERVICE FUNDS
700 Information Technology Internal Service Fund -$ -$ -$ -$ -$ TOTAL Internal Service Funds - - - - - TOTAL 135,003,739$ 183,881,258$ 125,108,600$ 124,727,774$ 184,262,084$ City of Eastvale │ 12363 Limonite Avenue, Suite 910, Eastvale, CA 91752 │ (951) 361-0900 │ eastvaleca.gov 377

CITY OF EASTVALE
Fiscal Year 2023-24
Interim Financial Report | QUARTER THREE ending March 31, 2024 | 9 months Available Resources Summary
Audited Fund
Balance
Audited Fund
Balance
Amended
Revenue Budget
Amended
Expenditure
Budget
Estimated
Available Fund
Balance
Fund Name & Type 2021-22 2022-23 3/31/2024 3/31/2024 6/30/2024

GENERAL FUND - FUND BALANCE RESERVES AND COMMITMENTS
Total General Fund Estimated Fund Balance at 06/30/2024 155,129,272$ Nonspendable (Per 06/30/2023 ACFR):

Prepaid Items -
Total Nonspendable Fund Balance -
Restricted:

Restricted Fund Balance -
Total Restricted Fund Balance -
Assigned:

Emergency Contingency (50% of Adopted Operating Appropriations) 16,862,433 Held for Reimbursable Grants 29,500,000
Held to Cover Special Revenue Fund, Negative Fund Balance 327,823 Business Incentive Loan Program 300,000
ATP Cycle 7 Grant Trail Improvement CIP Match (for FY 2025-26) 5,000,000 Total Assigned Reserves 51,990,256
Committed:

Facility Construction: City Hall 33,000,000
Facility Construction: Library 10,000,000
Facility Construction: Police Substation 8,000,000
Pension Liability (CalPERS Reserve) 2,000,000
Equipment Purchase, Fire Truck 1,500,000
Public Safety Rate Increase Stabilization 1,000,000
Total Committed Reserves 55,500,000
Committed Appropriations Limit Qualified Capital Outlay Reserve:

General Fund: Facility Construction: City Hall - Appropriations Limit 20,420,029 General Fund: Facility Construction: Library - Appropriations Limit 17,595,000 Total Appropriations Limit Committed Reserves 38,015,029 Total General Funds Estimated Unassigned Fund Balance at 06/30/2024 9,623,987$

RESTRICTED STRUCTURAL FIRE FUND - FUND BALANCE RESERVES AND COMMITMENTS Total Fire Funds Estimated Fund Balance at 06/30/2024 16,819,301$ Assigned:

Emergency Contingency (75% of Adopted Operating Appropriations) 5,924,138 Facility Construction: Third Fire Station 2,000,000
Total Assigned Reserves 7,924,138
Committed:

Facility Construction: Third Fire Station 8,000,000
Equipment Purchase: Apparatus Replacement Reserve 400,000 Total Committed Reserves 8,400,000
Total Fire Funds Estimated Unassigned Fund Balance at 06/30/2024 495,164$ Restricted by the County of Riverside (Per 06/30/2022 ACFR):

Restricted Fund Balance 14,473,114
Total Restricted Fund Balance 14,473,114
**For the purpose of this schedule, budgetary fund balance is estimated. Estimated fund balance in the far right column is defined as revenues minus expenditures. For the city's two major funds, fund balance is further broken down by the five categories of fund balance, nonspendable, restricted, assigned, committed, and unassigned located in the bottom portion of the schedule. Adequate fund balance is available in the General Fund to cover any negative fund balances in the city's reimbursable grant funds and special financing district funds.

City of Eastvale │ 12363 Limonite Avenue, Suite 910, Eastvale, CA 91752 │ (951) 361-0900 │ eastvaleca.gov 378

CITY OF EASTVALE
Fiscal Year 2023-24
Interim Financial Report | QUARTER THREE ending March 31, 2024 | 9 months Assigned Reserve: Contingency Calculation
Audited Fund
Balance
Audited Fund
Balance
Amended
Revenue Budget
Amended
Expenditure
Budget
Estimated
Available Fund
Balance
Fund Name & Type 2021-22 2022-23 12/31/2023 3/31/2024 12/31/2023

GENERAL FUNDS
100 General Fund 127,394,125$ 127,394,125$ 73,717,296$ 45,982,149$ 155,129,272$ TOTAL General Funds 127,394,125 127,394,125 73,717,296 45,982,149 155,129,272 Assigned 50% Contingency Reserve
Policy: 50% of Annual Budgeted Operating Expenditures
Total Expenditures 45,982,149
Non-Operating Expenditures 12,257,282
Operating Expenditures 33,724,867
50% Reserve 16,862,433

OTHER PURPOSE GENERAL FUNDS
110 Restricted Structural Fire Fund 14,473,114$ 16,875,651$ 8,842,500$ 8,898,850$ 16,819,301$ TOTAL Other Purpose General Funds 14,473,114 16,875,651 8,842,500 8,898,850 16,819,301 Assigned 75% Contingency Reserve
Policy: 75% of Annual Budgeted Operating Expenditures
Total Expenditures 8,898,850
Non-Operating Expenditures 1,000,000
Operating Expenditures 7,898,850
75% Reserve 5,924,138
City of Eastvale │ 12363 Limonite Avenue, Suite 910, Eastvale, CA 91752 │ (951) 361-0900 │ eastvaleca.gov 379

CITY OF EASTVALE
Fiscal Year 2023-24
Interim Financial Report | QUARTER THREE ending March 31, 2024 | 9 months Appropriations Limit Summary
Pre Voter
Approved
Override
Voter
Approved
Override
Post Voter
Approved
Override
Post Voter
Approved
Override
Post Voter
Approved
Override
2017-18 2018-19 2019-20 2020-21 2020-21 2021-22 2022-23 2023-24

ADOPTED APPROPRIATIONS LIMIT
Adopted Appropriations Limit 21,455,814$ 23,077,364$ 24,418,797$ 25,794,921$ 33,000,000$ 35,473,578$ 39,253,023$ 40,991,901$ Subject Revenue Appropriations
General Fund 10,045,447 15,809,535 17,472,985 17,952,129 41,516,698 54,973,760 53,493,923 58,427,813 Fire Fund 5,055,030 5,346,150 6,285,042 6,406,287 6,406,287 7,298,931 7,785,000 8,400,000 Total Subject Revenue Appropriati 15,100,477 21,155,685 23,758,027 24,358,416 47,922,985 62,272,691 61,278,923 66,827,813 Over(Under) Limit (6,355,337) (1,921,679) (660,770) (1,436,505) 14,922,985 26,799,113 22,025,900 25,835,912 AB137 Provision Calculation 25,152,570
Annual Available for Capital Outlay 14,922,985 26,799,113 22,025,900 683,342 Cumulative Available for Capital Outlay 41,722,098 22,025,900 683,342 Cumulative Available for Capital Outlay Expenditures and Reserves 41,722,098 22,025,900 683,342 FY2021-22 Adopted Capital Outlay Reserve Commitments
General Fund: Facility Construction City Hall - Appropriations Limit 18,399,529 General Fund: Facility Construction Library - Appropriations Limit 10,595,000 General Fund: Limonite Gap Bridge - Appropriations Limit 2,500,000 General Fund: Equipment, Fire Truck Purchase - Appropriations Limit 1,500,000 General Fund: Facility, Fire Station 27 Storage Facility - Appropriations Limit 2,000,000 Subtotal Capital Outlay Reserve Commitments 34,994,529 0 0 0 FY2021-22 Adopted Capital Outlay Expenditures
Streetlight Debt Pay-Off - Appropriations Limit 4,168,519 Goodman Commerce Infrastructure Developer Agreement Pay-Off - Appropriation 2,559,050 Subtotal Capital Outlay Expenditure Budget 6,727,569 0 0 0 FY2022-23 Proposed Reserve Commitments
General Fund: Facility Construction City Hall - Appropriations Limit 5,545,900 FY2021-22
Commitments
and Expenditures
FY2022-23
Appropriations
From Reserve
FY2022-23
Commitments
and Expenditures
FY2023-24
Commitments
and Expenditures
City of Eastvale │ 12363 Limonite Avenue, Suite 910, Eastvale, CA 91752 │ (951) 361-0900 │ eastvaleca.gov 380

CITY OF EASTVALE
Fiscal Year 2023-24
Interim Financial Report | QUARTER THREE ending March 31, 2024 | 9 months Appropriations Limit Summary
Pre Voter
Approved
Override
Voter
Approved
Override
Post Voter
Approved
Override
Post Voter
Approved
Override
Post Voter
Approved
Override
2017-18 2018-19 2019-20 2020-21 2020-21 2021-22 2022-23 2023-24 General Fund: Facility Construction Library - Appropriations Limit 7,000,000 Subtotal Capital Outlay Reserve Commitments 12,545,900
FY2022-23 Proposed Capital Outlay Expenditures
93026: Appropriation from Reserve: Limonite Gap Bridge 2,500,000 93026: Limonite Gap Bridge 4,525,000
95001: Hamner Place 700,000
94012: Prado Dam Inundation Utlity Mitigation 155,000
95011: Facility Construction City Hall 3,100,000
95018: Modular Offices 800,000
93035: I-15 Corridor Landscaping 200,000
Subtotal Capital Outlay Expenditure Budget 2,500,000 9,480,000 FY2023-24 Proposed Reserve Commitments
General Fund: Facility Construction City Hall - Appropriations Limit (3,525,400) General Fund: Limonite Gap Bridge - Appropriations Limit (2,500,000) General Fund: Equipment, Fire Truck Purchase - Appropriations Limit Release (1,500,000) General Fund: Facility, Fire Station 27 Storage Facility - Appropriations Limit Release (2,000,000) Subtotal Capital Outlay Reserve Commitments (2,500,000) (7,025,400) FY2023-24 Proposed Capital Outlay Expenditures
95011: Facility Construction City Hall 7,025,400
93026: Limonite Gap Bridge
Subtotal Capital Outlay Expenditure Budget 7,025,400
Remaining Appropriations Limit Surplus 0 0 0 683,342
City of Eastvale │ 12363 Limonite Avenue, Suite 910, Eastvale, CA 91752 │ (951) 361-0900 │ eastvaleca.gov 381

CITY OF EASTVALE
Fiscal Year 2023-24
Interim Financial Report | QUARTER THREE ending March 31, 2024 | 9 months Sales Tax Summary
Fiscal Year Fiscal Year Fiscal Year Fiscal Year Fiscal Year Fiscal Year 2023-24 Quarter 2018-19 2019-20** 2020-21 2021-22 2022-23 2023-24 Budget Quarter 1 2,454,597 2,986,937 2,873,677 10,585,289 11,716,157 12,593,129 55,480,000 Quarter 2 # 2,693,017 2,807,803 3,144,645 12,241,575 13,047,245 22,003,231 Quarter 3 2,129,355 2,272,291 10,892,874 10,836,091 10,173,170 11,478,848 Quarterly Quarter 4 2,332,606 2,281,948 11,208,862 11,047,330 12,419,799 - Budget:

TOTAL Sale 9,609,575 10,348,979 28,120,058 44,710,286 47,356,371 46,075,209 13,870,000 **Sales tax for quarter 1 2019-20 included a late payment from the state applicable to prior quarters, this timing issue is the result of a state software system conversion. As a result, the amounts for quarter 1 2019-20 appear higher than normal.

NOTE: Sales tax figures represent sales tax receipts applicable to the quarters indicated. Amounts may not have been actually received in the quarter indicated, these totals may not be represented in other summary reports included in this report.
# A true up for Quarter 2 ending December 31, 2020 was received in Quarter 2 2023-24.

City of Eastvale │ 12363 Limonite Avenue, Suite 910, Eastvale, CA 91752 │ (951) 361-0900 │ eastvaleca.gov 382

AGENDA STAFF REPORT

City Council Meeting

CONSENT CALENDAR

Agenda Item No. 11.16
July 24, 2024
Two Year Professional Services Agreement Amendment with Stradling, Yocca, Carlson & Rauth LLP for Bond and Disclosure Counsel Services
Prepared By:

Amanda Wells, Finance Director/City Treasurer
Recommended Action(s)
Staff recommends that the City Council:
1 .

Approve a Two Year Professional Services Agreement Amendment with Stradling, Yocca, Carlson, & Rauth LLP in an amount not-to-exceed $97,500; and 2 .

Authorize the City Manager to execute all necessary documents.

Summary
The city is currently in the planning phase for the Civic Center project, consis3ng of a 50,000 square foot City Hall, 25,000 square foot library, 22,000 square foot police sta3on, 2 acre park, and open space surrounding the project. Although total reserves for the first phase of the project currently stand at $103.4 million, the project is es3mated to total up to $200 million. As a result, the city will need to secure debt to finance the project. In order to secure debt, the city requires specific bond and disclosure legal counsel to the lead the city through the process in conjunc3on with the city's municipal advisor. In January 2023 the city awarded a professional services agreement to Urban Futures, Inc. to provide municipal advisory services for project financial planning and manage the debt issuance process. The project is nearing the financing stage and it is impera3ve the city secure bond and disclosure counsel. The city issued a Request for Proposals (RFP) for Bond Counsel services through the city's municipal advisor, Urban Futures, Inc. on August 15, 2023 from qualified firms.

The RFP specifically sought professional services of bond counsel firms for the lease revenue 12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752 951.361.0900 |
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financing for the city's Civic Center Project. The city requested applicants propose work plans for lease revenue financing for the project, with possible financing of up to $90 million in either a single issuance or multiple tranches.

Background
The city released an RFP for Bond and Disclosure Counsel for the Civic Center Facili3es Financing on August 15, 20232. The city's municipal advisor, Urban Futures, processed the RFP on behalf of the city and directly solicited six firms. The RFP requested each firm provide an explana3on of the firm's experience with general fund lease revenue bond/cer3ficates of par3cipa3on transac3ons and parking revenue bonds in California since 2018 and experience with similar size and scope transac3ons. Firms were also requested to list individuals providing bond and disclosure counsel services, with a caveat that individuals must remain constant during the term of the engagement.

Finally, firms were requested to submit a work plan tailored to the city considering that the city has not issued bonds previously.

The city received four proposals in response to the RFP from the following firms, listed in alphabetical order:

Hawkins, Delafield & Wood LLP
Jones Hall
Orrick, Herrington & Sutcliffe LLP
Stradling, Yocca, Carlson & Rauth LLP

Finance department staff in coordina3on with Urban Futures staff evaluated the proposals and rated the firms based on the firm's understanding of the RFP scope of work, innova3veness, quality of proposal, qualifica3ons, transac3on experience, proposed project work plan, and price in accordance with sec3on 4.06.090(b) of the city's municipal code. The scoring system was weighted as follows:

Scoring Criteria
Weight
(%)
Qualifications of Firm/Personnel
25 California COP/Lease Experience
25 Innovative Ideas/Specific Analysis
25 Proposal Submission
15 Fees
10 Total
100

The city selected Stradling, Yocca, Carlson & Rauth base d on staff's ra3ng of the proposal in
accordance with the scoring criteria.

The ini3al contract period will be effec3ve July 24, 2024, for a period of five years. The total contract amount is $97,500, payable upon successful closing of bond financing. Bid prices would remain effec3ve and in force for the first two years of the contract period. If bonds are issued more than two years aIer the date of the agreement, the firm may propose an adjustment to the issuance fee.

For additional services paid by hourly rate, an annual CPI cap of 3.0% applies to hourly rates. 12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752
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Staff recommends that the City Council approve the Professional Services Agreement with Stadling, Yocca, Carlson & Rauth for two years. Should the Civic Center Project and debt financing process extend beyond two years staff will request an amendment to the contract for the not-to-exceed amount.

Environmental
Government financial planning ac3vi3es are not considered a Project as defined by the California Environmental Quality Act (CEQA) and no environmental review is required.

Strategic Plan Action - Priority Level: 3
| Target #: 3
| Goal #: 10
Conduct financial planning for newly proposed infrastructure Fiscal Impact
The total fiscal impact of the approval of the professional services agreement is $97,500. Adequate budget was appropriated during the fiscal year 2024-25 budget process in General Capital Projects Fund account number 600-500-6650-95011-00000. It is likely that as the project progresses staff will request City Council to appropriate addi3onal funds from the $103.4 million reserve for professional services and construction related to the project.

Prior City Council/Commission Action
On January 11, 2023 City Council approved a professional services agreement with Urban Futures, Inc. for municipal advisory services related to the Civic Center project.

Attachment(s)
Attachment 1 - Stradling Proposal

Attachment 2 - Agreement for Legal Services - Bond Services

12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752
951.361.0900 |
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Vanessa S. Legbandt
949 725 4073
[email protected]
Stradling Yocca Carlson & Rauth
A Professional Corporation
660 Newport Center Drive, Suite 1600
Newport Beach, CA 92660-6422
949 725 4000
stradlinglaw.com

September 1, 2023

DELIVERED VIA E-MAIL
Michael Busch
Branden Kfoury
Urban Futures Inc.
[email protected]

[email protected]
Re: Response to Request for Proposal for Bond and Disclosure Counsel Services for the City of Eastvale Lease Revenue Bonds (Civic Center Project)
Dear Mr. Busch and Mr. Kfoury:

Stradling Yocca Carlson & Rauth, a Professional Corporation (the “Firm”), is pleased to present this Proposal to provide Bond and Disclosure Counsel services to the City of Eastvale (the “City”) in connection with the proposed issuance of lease revenue bonds (the “Bonds” or the “Financing”) to finance a portion of the City’s Civic Center project (the “Project”).

Vanessa Legbandt is the attorney proposing to serve the City as lead Bond and Disclosure Counsel.

Ms. Legbandt is extremely well qualified to represent the City as Bond and Disclosure Counsel due to her personal experience representing California cities on lease revenue financings in California, as well as her demonstrated interest in helping the City navigate the Financing process to achieve its goal of developing a high- quality Civic Center to serve the residents of the City. Ms. Legbandt attended the July 26, 2023 Eastvale City Council meeting regarding the Project and the proposed Financing. Accordingly, Ms. Legbandt understands of the City Council members’ goals and the various considerations and options discussed with the Council, as well as the current Project status and timeline.

Ms. Legbandt would be assisted by Carol Lew, head of the Firm’s Public Finance Tax Department, Sean Absher, head of the Firm’s Public Real Estate Department, Nicolas Yeager, a senior associate in the Firm’s Public Finance Department, and other shareholders or associates as appropriate to provide the highest quality of service to the City. Information regarding these attorneys and the Firm, including our extensive experience acting as Bond and Disclosure Counsel on lease revenue financings issued to finance large capital projects in California, is set forth in the enclosed Response to Request for Proposal (the “Proposal”).

Thank you for considering our Proposal to provide Bond and Disclosure Counsel services to the City.

Should you have any questions, please do not hesitate to contact the undersigned.

STRADLING YOCCA CARLSON & RAUTH

Vanessa S. Legbandt
Shareholder and Vice President
386

Stradling Yocca Carlson & Rauth, a Professional Corporation 660 Newport Center Drive, Suite 1600
Newport Beach, CA 92660

Contact
Vanessa S. Legbandt
[email protected]
T: +1 949 725 4073

Response to Request for Proposal to provide Bond and Disclosure Counsel Services to City of Eastvale
September 1, 2023

387

1 A. FIRM BACKGROUND
General Background. The Firm was founded in Newport Beach in 1975 and has had a municipal finance practice since 1978. The Firm’s approximately 115 attorneys practice public finance, public law, corporate law, real property law, employment law, securities litigation, business litigation, intellectual property litigation, bankruptcy, corporate taxation and white collar criminal defense. The Firm maintains offices in Newport Beach, San Diego, San Francisco, Sacramento, Westlake Village, Santa Barbara, Las Vegas, Reno, Denver , Seattle and Austin. Thirty-three members of the Firm practice in the areas of public finance and general public law, making the Firm the second largest group of municipal finance attorneys in California. Twenty- one shareholders, two of counsel, eight ass ociates and twelve paralegals devote substantially all of their efforts to the Firm’s municipal finance practice. One shareholder and one associate of the Firm restrict their practice exclusively to the tax aspects of public finance, advising clients on the structuring of transactions and representing clients in the event that a transaction is audited by the Internal Revenue Service (the “IRS”). The Firm’s public finance practice serves hundreds of clients.

The Firm’s size offers an advantage to clients for many reasons. First, the Firm has expertise in areas such as real estate, corporate securities/litigation (including former Securities and Exchange Commission (“SEC”) staff attorneys with extensive experience representing municipalities in SEC investig ations), bankruptcy and general public law that can be useful in analyzing relevant issues for a bond financing. Second, the Firm’s size provides stability and assurance to clients that the Firm will be in practice to follow up on matters related to its services. This is critical to public agencies in an environment where bond issues require ongoing monitoring for federal securities and tax law compliance. Conversely, the Firm is not an international firm, so its cost structure allows it to provide services more cost-effectively than other firms. The full resources of the Firm are always available to the City.

The Firm’s bond attorneys are recognized experts in their areas and are often called upon to speak at seminars for public agencies and other munic ipal finance specialists, including seminars held by the League of California Cities, the Bond Buyer, the National Association of Bond Lawyers, the California Debt and Investment Advisory Commission, the Association of California Water Agencies, the California Special District Association, the National Association of Housing and Redevelopment Officials, the California Society of Municipal Finance Officers and others.

Public Finance Rankings. The Firm is a perennial leader in public finance, both in California and nationally.

In 2022, the Firm was the # 2 ranked Disclosure Counsel in the Nation, acting in such capacity in 170 transactions totaling over $14 billion. The Firm is typically ranked in the top 10 nationally in terms of top Bond Counsel, Disclosure Counsel and Underwriter’s Counsel. The Firm’s national rankings are extremely impressive considering that our attorneys practice in just a handful of western states, whereas most of the Firm’s competitors operate nationally.

For more than 15 years, the Firm has consistently been ranked among the top Bond Counsel firms in California, and in most years has been ranked among the top two or three, both in terms of dollar volume and number of transactions. The depth and breadth of our experience as Bond C ounsel is underscored by our recent history, as set forth below.
388
2 Stradling Yocca Carlson & Rauth
California Bond Counsel Rankings
(By Dollar Volume)
Year
Dollar Volume
(in Millions)
CA Ranking as Bond
Counsel
2022 $ 6,621 2
2021 14,414 2
2020 11,861 2
2019 11,265 2
2018 4,742 2

Source: Bond Buyer / Refinitiv; Date: 01/10/2023.

Our five year Disclosure Counsel rankings in California highlight that we are a consistent leading firm for the delivery of D isclosure Counsel services to California issuers. The following table sets forth our D isclosure Counsel rankings for calendar years 2018 through 2022.

Stradling Yocca Carlson & Rauth
California Disclosure Counsel Rankings
(By Dollar Volume)
Year
Dollar Volume
(in Millions)
CA Ranking as Disclosure
Counsel
2022 $ 8,880 1
2021 20,687 1
2020 14,355 2
2019 16,544 2
2018 8,318 3

Source: Bond Buyer / Refinitiv; Date: 01/10/2023.

In each year since 2013, the Firm participated in more bond issuances in California as Bond Counsel, Disclosure Counsel or Underwriter’s Counsel than any other law firm. The Firm believes that being involved in so many transactions provides the Firm with greater breadth of experience and practical “know -how” than any of the Firm’s peers.

The Firm’s Experience with Lease Revenue Financings. For over a decade, the Firm has been the leader in the State among Bond and Disclosure counsel firms for general fund-backed lease financings. Since January 1, 2018, the Firm has acted as Bond Counsel on approximately 115 general fund lease revenue bond/certificate of participation financings totaling over $7.3 billion and as Disclosure Counsel on approximately 106 lease revenue bond/certificate of participation financings totaling over $6 billion. A list of these financings is available upon request.

Many of our lease revenue bond financings have involved the State Public Works Board (the “SPWB”), for which the Firm has been the lead Bond C ounsel for many years. Our work as Bond Counsel for the SPWB is directly applicable to the work for the City’s proposed Financing, as the SPWB financings involve abatement-style leases payable primarily from appropriations from the State’s General Fund.

The Firm also has considerable experience working with local issuers of lease revenue bonds and lease revenue certificates of participation. Vanessa Legbandt has served as Bond Counsel and/or Disclosure Counsel on 389
3 lease revenue financings for the cities of Bell (ongoing), Bellflower, Chula Vista, Costa Mesa, Cupertino, Fontana, Hercules, Los Angeles (ongoing), Malibu, Mission Viejo, Monrovia, Montebello, Pismo Beach, Pomona, San Francisco, Simi Valley, Taft and Thousand Oaks and the County of Los Angeles The Firm’s Experience serving as Disclosure Counsel . The Firm is one of the most experienced Disclosure Counsel firms in the State. In 2021 and 2022, the Firm was the top- ranked Disclosure Counsel in the State of California and in 2021, the Firm was the #1 Disclosure Counsel firm in the nation. Vanessa Legbandt has served as Disclosure Counsel to the City of Los Angeles on its four most recent transactions and as Co-Disclosure Counsel to the State of California with respect to its General Fund disclosure document, known as “Appendix A.” Ms. Legbandt has also served as Disclosure Counsel to numerous cities and other public agencies in connection with a wide variety of financings, including the cities of Apple Valley, Compton, Cudahy, Culver City, Cupertino, Goleta, Hercules, Mission Viejo, Monterey Park, San Diego and Thousand Oaks , the County of Los Angeles Redevelopment Refunding Authority, the Inland Empire Utilities Agency, and the San Luis and Delta -Mendota Water Authority.

The Firm advises all of its clients to adopt written federal securities law compliance policies and procedures.

In addition, the Firm provides federal securities law and disclosure training to key staff and officials of its clients.

Both of these efforts are a response to increasing regulatory activity in the public finance arena.

Disclosure Considerations Specific to the City. Because the City is a first-time issuer of securities in the public markets, the City’s Disclosure Counsel must be able to help the City craft clear, careful, concise, accurate, and balanced disclosure to help investors get a fair and accurate understanding of the City’s finances and operations.

The City does not have an existing disclosure document to update and Disclosure Counsel will start from scratch, reviewing publicly-available materials such as the City’s annual comprehensive financial report for recent fiscal years, the current budget, CalPERS actuarial reports, and other similar materials, t o prepare the initial draft of the official statement. City staff will then need to review and provide comments and updates, fill in any missing information, and provide Disclosure Counsel with any additional information that may be material to investors.

Certain aspects of the proposed Financing that must be carefully considered and addressed in the official statement, with the help of Disclosure Counsel, are discussed below:

Sales Tax Concentration. The official statement for the Bonds will need to accurately describe the concentration of the City’s sales tax revenues. Specifically, the official statement must describe the fact that approximately half of the City’s sales tax revenues are generated by Amazon’s operations in the City, the risks relating to that concentration, and that Amazon may leave the City or that other nearby cities may allege a right to receive a portion of those sales tax revenues . The official statement should also describe the strategies the City would use to mitigate such an occurrence, if needed.

Appropriations Limit. We understand that the cost to operate and maintain the Project will likely push the City’s appropriations above its Gann appropriations limit, as annually adjusted. The official statement will need to describe the status of the City’s appropriations limit, the necessity for voter approval every four years to maintain an increased appropriations limit, and potential related risks to the City’s operations.

Large, Complex Construction Project. Another aspect of the Financing that may be considered a “credit risk” by investors is the large, complex nature of the Project itself. As described in Section D., the City’s lease payments will not be legally due or payable until the Project (or usable components thereof) are complete. Thus, the official statement must describe the Project, the general contractor , material construction contract terms, the status of entitlements, permits, and other governmental approvals, and any reasonably-foreseeable risks that construction of the Project will not be completed on schedule. Any mitigating factors, such as liquidated damages provisions in the construction contract, should be highlighted in the official statement as well.

The selected Disclosure Counsel will serve a vital role in the City’s proposed Financing. We are confident we are the best qualified firm, and have the experience and capacity needed, to serve the City in this important role. 390
4 The Firm’s Experience in Tax Matters. We believe that the quality of our tax advice separates us from many of the other firms providing bond counsel services in California. The Firm’s Public Finance Tax Department is respected on a national level. This respect is due in large part to Carol Lew, Chair of our Public Finance Tax Department, and her work over the years with the National Association of Bond Lawyers, the ABA Committee for Taxation, and the Internal Revenue Service Advisory Council (“IRSAC”). Ms. Lew regularly attends meetings at the national level to review newly proposed legislation and has an excellent relationship with individual IRS agents, enabling her to obtain informal guidance on an expedited basis.

Our Public Finance Tax Department is skilled in spotting issues and structuring transactions to ensure that all applicable provisions of the Internal Revenue Code of 1986 are being followed by our clients. For example, because the City plans to include retail uses in the proposed Civic Center parking, it is important to carefully allocate cash expenditures to the parking structure (or a portion of the parking structure relating to the retail spaces) to avoid violating the IRS rules relating to tax-exempt Bonds. Vanessa Legbandt and Carol Lew assisted the City of Mission Viejo through a similar analysis in connection with Phase I of the Mission Viejo Civic Core project (described below in Section C.) and can guide the City through these decisions in connection with the Project.

We have also successfully represented many issuers both in targeted and random IRS audits. Because of our experience on these audits, we also have some practical advice that we share with issuers at the outset of a transaction as to how to be better prepared to defend an audit. We also assist issuers in establishing good post - issuance compliance procedures, which are now required by the IRS.

Expertise With SEC Enforcement Actions. The Firm has attorneys (including former SEC counsel) who specialize in regulatory compliance. This regulatory practice includes SEC enforcement actions. While historically there was not significant SEC enforcement activity in the public finance area, the SEC has become much more active in recent years, and appears to be targeting municipal issuers. The Firm has been engaged by various public agencies with respect to SEC enforcement and other actions. The Firm understands that SEC inquiries are rarely limited to the matters that are the initial subject of an investigation. Accordingly, the Firm can advise the City as to the full implications of receiving a request for information from the SEC.

The Firm’s Real Estate Expertise. In addition to our public finance experience, the Firm has substantial real estate experience. The Firm has a broad real estate practice representing buyers, sellers, borrowers and lenders.

From a general real estate perspective, we are experienced in evaluating all aspects of title in the lease leaseback process, and we advise many local issuer clients with respect to real estate matters. Lease revenue financings (including certificates of participation) and land -secured financings (such as assessment district and community facilities district financings) can i nvolve significant real estate and title considerations, such as valuation, use restrictions, and title insurance, with respect to which the Firm (Vanessa Legbandt and Sean Absher in particular) is well-equipped to advise the City.

B. ATTORNEYS ASSIGNED TO THE ENGAGEMENT
We are proposing that Vanessa Legbandt would serve as lead Bond and Disclosure Counsel to the City, with assistance from Nicolas Yeager, a senior associate in the Firm ’s Public Finance Department , and other shareholders and associates of the F irm, as appropriate to ensure the highest quality of service to the City.

Ms. Legbandt would expect to be involved in all of the key negotiations, conference calls and meetings for the City’s financings, and to support staff at City Council meetings. Carol Lew, head of the Firm’s Public Finance Tax Department, would be responsible for the tax analysis and opinion associated with the proposed financings. Sean Absher, head of the Firm’s Public Real Estate Department, would assist on real estate matters. In addition, the full resources of all of the attorneys in the Firm will be available to the City.

Information regarding the qualifications and experience of the attorneys proposed to represent the City in connection with the Bonds is set forth below. Resumes are available upon request.

Vanessa S. Legbandt . Vanessa Legbandt is a shareholder in the Firm’s Public Finance Department.

Ms. Legbandt focuses her practice primarily on public financing transactions, including lease revenue financings, 391
5 utility revenue bond financings, land secured bond financings, and other public financings. Ms. Legbandt also has significant experience representing cities in connection with public private partnerships and economic development projects, including the cities of Chula Vista, Garden Grove, Montebello, and Riverside. Ms. Legbandt is a frequent lecturer at public finance conferences. She served as Chair on the Bank Direct Purchase – General Considerations (Non-Tax) panel at NABL’s The Workshop (Chicago) held in October, 2022 (in person) and participated as a panelist on the Bank Direct Placements panel in September, 2020 (virtual) and October, 2021 (in person).

Ms. Legbandt has served on panels relating to infrastructure/public private partnerships and affordable housing finance at The Bond Buyer California Conferences held in 2018 and 2019 and on a P3/Infrastructure Development panel at the League of California Cities Virtual Spring City Attorneys’ Conference in May 2021. She also participated in the NABL Working Group Updating NABL’s Form Indenture and Commentary in 2019.

Ms. Legbandt received her J.D. from the University of San Diego School of Law in 2005, magna cum laude and Order of the Coif, and her B.A. from U.C. Santa Cruz in 2000. Ms. Legbandt can be reached at (949) 725 4073 or [email protected].

Carol L. Lew. Carol Lew is the head of the Firm’s public finance tax practice and would be the primary attorney responsible for the tax analysis for the City’s Financing. Ms. Lew dedicates her practice exclusively to the area of tax matters relating to public finance. She is nationally recognized with respect to federal income tax issues relating to tax-exempt financings and has excellent relationships with the IRS. Ms. Lew recently served a four year term on the Internal Revenue Service Advisory Council (IRSAC) and served as the IRSAC Chair in 2022. IRSAC is an advisory body of the IRS that reports directly to the IRS Commissioner on a broad range of tax questions under the Internal Revenue Code. Ms. Lew is a past President of the National Association of Bond Lawyers and a past Chair of the Tax Exempt Financing Committee of the Taxation Section of the American Bar Association. She has over 30 years of experience in providing legal advice to state and local government entities as Bond counsel on a wide variety of different types of financings inclu ding those for cash flow needs, basic public infrastructure, housing, water, transportation, power, and those for nonprofit owned or utilized facilities. In her various roles, Ms. Lew has drafted comments and reports to federal agencies with respect to ta x matters. Ms. Lew’s direct dial line is (949) 725-4237 and her email address is [email protected].

Sean Absher. Sean Absher is head of the Firm’s Public Real Estate Department. Mr. Absher has practiced real estate law for private and public clients since 1985 and has substantial experience advising the State of California, counties, school districts, community colleges and other public entities in a wide variety of real estate, construction and public law matters. Mr. Absher’s representation of public entities includes public contracting, P3 project procurement, design- build contracting, drafting and negotiating contracts for all facets of real estate and facilities projects, including purchase and sale agreements, leases and subleases, land use and planning, title review, and real estate due diligence. Mr. Absher also has extensive experience with CEQA compliance work, and has helped numerous public entities to develop and implement successful compliance strategies. Mr. Absher received his J.D. from Santa Clara University School of Law in 1985 and his B.S. from the University of Southern California in 1981. Mr. Absher can be reached at (415) 283-2242 or [email protected].

Nicolas G. Yeager. Nicolas Yeager is an associate of the Firm. Mr. Yeager joined the Firm in 2018. He was admitted to practice law in the State of California in 2015. Mr. Yeager has served as Bond , Disclosure, and Underwriter’s Counsel on numerous financings , including the Mission Viejo Lease Revenue Bonds described in Section C., below. Prior to joining the Firm, he practiced general municipal law for almost 3 years. Mr. Yeager received his bachelor’s degree from the University of California, Santa Barbara in 2011 and his law degree from the University of California, Irvine School of Law in 2015. Mr. Yeager’s direct dial line is (949) 725-4181 and his email address is [email protected].

C. RECENT EXPERIENCE – LEASE REVENUE BOND FINANCINGS
The Firm has very extensive experience serving as Bond and Disclosure Counse l on lease revenue bond financings similar to the proposed Financing. Two recent examples of lease revenue bond financings for which the Firm (Ms. Legbandt in particular) served as Bond and/or Disclosure Counsel are described below. 392
6 Mission Viejo Lease Revenue Bonds (Civic Core Phase 1). The Firm (Vanessa Legbandt and Nick Yeager in particular) served as Bond and Disclosure Counsel to the City of Mission Viejo in connection with the 2022 lease revenue bond financing of the City of Mission Viejo Civic Core Project (Phase 1—acquisition of real property and project design). This project is proposed to include a public promenade with retail components to be developed along the Oso Creek, extending up to the Mission Viejo Civic Center. The financing was structured using separate city-owned properties as the leased assets. This was necessary due to the fact that the financed “Phase 1” does not include the construction and development of the ultimate project , and the ultimate timing of construction was uncertain. The Mission Viejo Lease Revenue Bonds were issued in two series – one taxable and one tax-exempt – because a portion of the completed project is expected to be leased to private parties for retail and restaurant purposes. Vanessa Legbandt and C arol Lew met with the Mission Viejo Administrative Services Director, City Manager, and Municipal Advisor numerous times to help Mission Viejo determine the appropriate proportion of taxable and tax-exempt bonds. Ultimately, the financing was weighted mor e heavily towards taxable bonds and Mission Viejo plans, with the Firm’s expert advice, to re-adjust the split between taxable and tax-exempt financing components in connection with the financing of “Phase 2” of the Civic Core project (specifically, if Mission Viejo and the Firm determine that a larger proportion of the project will be used for eligible tax- exempt purposes than contemplated in the Phase 1 financing, then the Phase 2 financing will be weighted more heavily towards tax- exempt bonds, to save the city money).

Fontana Lease Revenue Bonds (Fire Station and Training Facility). The Firm also served as Bond counsel in connection with the issuance of 2021 Lease Revenue Bonds by the Fontana Public Facilities Financing Authority in the principal amount of $23,125,000 to finance a new fire station and fire training facility in the city of Fontana and to refinance prior 2010 bonds, which financed a prior fire station. To avoid the need to capitalize interest during the construction period, Fontana included the city’s police station as a leased asset along with the fire station financed in 2010 and the 2021 financed projects. The Fontana Lease Agreement provides for a streamlined process to release the police station from the financing leases once the 202 1 project is completed. Ms. Legbandt’s expert advice and legal drafting was crucial to ensuring that this beneficial structure will work to Fontana’s advantage, with minimal work required from Fontana staff to release the police station when the financed projects are completed.

D. CONSIDERATIONS/RECOMMENDATIONS REGARDING BOND STRUCTURE We understand that the City currently owns very few properties, and that the one large property owned by the City (a parcel with one historic residential building on it) does not have sufficient value to support this approximately $97 million Financing and likely would not be considered an “essential governmental use .” Thus, as noted in the RFP, the City expects to fund capitalized interest for the Bonds. The City can consider the following structures or financing terms, which may be available to reduce financing costs and/or strengthen the credit for the Bonds:

Construction Contract Liquidated Damages. In California, cities are prohibited by Article XVI, Section 18 of the California Constitution from incurring debt payable in future fiscal years (the “Constitutional Debt Limit”).

Lease-leaseback financings are a recognized exception to this rule, on the theory that each year’s lease payment is only owed if and to the extent that the City has beneficial use and occupancy of the leased property during the applicable fiscal year. Because the Project itself is the only leased asset in the proposed Financing, the City cannot legally obligate itself to make lease payments during the construction period because the City will not have “beneficial use and occupancy ” of the Project until construction of usable Project components is complete. The City will need to deposit money with the bond trustee in an amount sufficient to pay debt service on the Bonds through the date that is six months after the anticipated completion date (to account for construction delays). Bond owners will be taking the risk that construction of the Project is delayed by more than six months. (While the City may choose to make lease payments during the period before the Project is completed, it would not be legally required to do so.) The City can help to mitigate this Bond owner risk by including a liquidated damages provision in the construction contract that requires the general contractor to pay liquidated damages in an amount suffici ent to cover debt service on the Bonds (pro-rated) for each day that construction is delayed past the completion date set forth in the construction contract (or the end of the capitalized interest period). As noted in Section A., the Official Statement fo r the Bonds will need to disclose construction risk and the risk of construction delays; requiring 393
7 liquidated damages in the construction contract, and committing to deposit all liquidated damages payments with the bond trustee shows that the City has taken significant steps to mitigate this credit risk.

Capitalized Interest Fund. The Capitalized Interest Fund can be funded using moneys on hand (the City’s reserves) or Bond proceeds. The City has a significant fund balance reserved for this Project, with approximately $25 million in excess sales tax revenues coming in each year. Under federal tax laws, the Capitalized Interest Fund must be yield restricted if moneys on hand are used (yield restriction is generally considered to be an onerous requirement and will prevent the City from earning interest above the yield on the Bonds). If bond proceeds are used, the Capitalized Interest Fund will be subject to rebate (in which case actual interest earnings are calculated periodically and earnings in excess of the yield on the Bonds must be paid to the IRS (this process is generally easier to manage)).

An exception to the rebate requirement exists for tax -exempt financings in which all bond proceeds are spent within two years of issuance (meeting certain expenditure milestones within that period) . If these requirements are met, the City can keep the interest earnings in the Capitalized Interest Fund. We understand the Project schedule is anticipated to take more than two years and the City would need to issue multiple series of Bonds in a phased approach to take advantage of the two year expenditure rebate exception. At the July 26, 2023 City Council Meeting, Council Member Lorimore asked about phasing the bond financing to mitigate the downsides of being a “first time” bond issuer. Issuing the Bonds in multiple series over time could also enable the City to accumulate additional sales tax revenues to cash-fund a larger portion of the Project. However, we understand from the discussion at the July 26, 2023 meeting that City staff currently prefers to issue the full amount of Bonds needed for the Project in one issuance. This approach eliminates the risk that the City is, for unforeseen reasons, unable to issue the later series of Bonds needed to finance remaining Project costs (assuming the Project stays within budgeted contingencies). Issuing the Bonds in one, up-front issuance also minimizes costs of issuance and takes advantage of the municipal bond market at the time of issuance (there is no way to know where interest rates will be in the future). We defer to the advice and guidance of the City’s Municipal Advisor, Urban Futures, Inc., on this topic.

As Bond Counsel we would structure the Bonds in the manner selected by the City based on such advice.

Reimbursement Resolution. If any Bonds may be issued more than 60 days after hard costs are incurred for the Project, the City should consider adopting a “reimbursement resolution. ” As Bond Counsel, we would prepare a reimbursement resolution for the City’s use, if appropriate.

Additional Considerations: I nvestment Tax Credit for Solar Facilities. The Firm (Carol Lew in particular) has conducted significant research regarding the federal Investment Tax Credit which now permits local governments to receive direct payments from the IRS for expenditures on solar energy generation equipment and other specified project costs. Payments are reduced by 15% for qualified expenditures that are paid for using tax - exempt bond proceeds. Accordingly, if the Project includes solar facilities or other facilities eligible for Investment Tax Credit payments, the City may wish to allocate cash to payment of these costs (as opposed to Bond proceeds) to maximize the amount of the available payment to the City. We can help the City determine which Project costs are eligible for the tax credit and allocate bond proceeds to other Project costs.

E. PROPOSED WORK PLAN
The City has not previously issued bonds or incurred other debt obligations. As a result, there are certain preliminary matters to address, as described below. Vanessa Legbandt currently represents the Otay Mesa Enhanced Infrastructure Financing District, another first time bond issuer, and therefore has current, direct experience guiding a first -time issuer through the preliminary steps needed to accomplish a publicly-sold bond financing.

Formation of the Issuer Entity. In order to undertake a lease revenue financing, the City will need another entity to serve as the “counterparty” to the City’s lease-leaseback agreements. Typically, this is a joint exercise of powers authority (commonly known as a “JPA” or a “financing authority”), which is a public agency that can be formed by agreement of two public agencies under Government Code Section 6500, et seq. A JPA can issue bonds pursuant to authority set forth in the Marks-Roos Local Bond Pooling Act of 1985. The City can enter into the JPA 394
8 Agreement with a related City entity, such as a parking authority, which can easily be formed by the City. Various existing JPAs would also be willing to serve as the counterparty to the City’s joint powers agreement, for a fee.

Alternatively, the City could form a non- profit corporation to serve as issuer of the Bonds, or to serve as the counterparty to the lease-leaseback agreements to enable the City to deliver Certificates of Participation instead of Bonds. While this is an option, based on our understanding of the City and the proposed Financing, we believe forming a JPA as described above would be preferrable.

Debt Policy. Under SB 1029, which added subsection (i) to Government Code Section 8855, not fewer than 30 days prior to the sale date for the Bonds, the City must adopt a local debt management policy which must include all of the following: (A) the purposes for which debt proceeds may be used; (B) the types of debt that may be issued; (C) the relationship of the debt to, and integration with, the City’s capital improvement program or budget, if applicable; (D) policy goals related to the City’s planning goals and objectives; and (E) the internal control procedures that the City has implemented, or will implement, to ensure that the proceeds of the proposed debt issuance will be directed to the intended use. As Bond Counsel, we would work with the City and your Municipal Advisor to evaluate an existing debt management policy for compliance with SB 1029 or to develop an appropriate debt management policy for the City.

Disclosure Policies and Procedures. The SEC h
as made it clear that it believes any public agency issuing debt in the public markets (as is proposed for the Bonds) must have in place policies and procedures relating to initial disclosure practices and continuing disclosure compliance (“Disclosure Policies”). The City’s Disclosure Policies must provide for a robust disclosure process, ensuring that all City employees, consultants and contractors with relevant knowledge of the City’s finances and operations are involved in the disclosure process. Importantly, the City must actually be able to follow its adopted Disclosure Policies. As Disclosure Counsel, we would help the City prepare appropriate Disclosure Policies prior to distribution of the preliminary official statement for the Bonds to investors.

Federal S
ecurities Law and Disclosure Practices Trainings. The SEC has also indicted that it is important for staff and officials of public agencies issuing bonds in the public markets to receive training regarding federal securities laws and the issuer’s disclosure responsibilities. Prior to approval of the preliminary official statement for the Bonds by the City Council, we would provide a training for all City staff involved in the Financing and the preparation of the preliminary official statement , as well as a shorter, more focused training for the City Council (which can occur in an open session City Council meeting). These training are extremely useful and informative for anyone at the City that will provide information for the preliminary official statement, who will be involved in the preparation of the City’s continuing disclosure annual report or material event notices , and officials who may be seen by investors as having knowledge of the City’s operations and finances (i.e. the City Manager and Council Members).
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9 F. REFERENCES
The following individuals are familiar with our experience as Bond and/or Disclosure Counsel for lease revenue bond financings and other public financings:

Cheryl Dyas, Director of Administrative
Services/City Treasurer
City of Mission Viejo
200 Civic Center
Mission Viejo, CA 92691
(949) 470-3082
[email protected]
Ha To, Chief of Debt Management
(213) 473-7529
[email protected]
Amy Pham, Deputy City Attorney
(213) 978-7788
[email protected]
City of Los Angeles
200 North Main Street, Room 1500
Los Angeles, CA 90012

Edwin Gato, Finance Director
City of Hercules
111 Civic Drive
Hercules, CA 94547
(510) 799-8222
[email protected]

Maria Kachadoorian, City Manager
(619) 409-5818
[email protected]
Tiffany Allen, Assistant City Manager
(619) 691-5179
[email protected]
City of Chula Vista
276 Fourth Avenue
Chula Vista, CA 91910

G. POTENTIAL CONFLICTS OF INTEREST
The Firm does not believe that it or any of the attorneys listed in this Proposal has any arrangements or representations, formal or informal, with any party that might interfere with the Firm’s ability to provide independent and unbiased advice and recommendations to the City in performing the Firm’s role of Bond Counsel and/or Disclosure Counsel.

The Firm represents most of the significant underwriters doing business in California from time to time on matters unrelated to the subject of this Proposal. The Firm also represents various public agencies, including the County of Riverside and various public agencies in Riverside County, as B ond and/or Disclosure Counsel and on other matters from time to time. By engaging us, the City consents to such representation. From time to time these underwriters and public agencies may have interaction with the City and interests that are adverse to the City. We would not represent any such clients in matters for which we had been engaged by the City. In the event that we are acting as counsel on unrelated matters for any underwriter selected by the City for a financing, we will immediately disclose that fact to the City.

H. INVESTIGATIONS
Neither the Firm nor any of its principals has ever been the subject of any investigation relating to the municipal finance industry by the SEC, NASD, NYSE or any other State or Federal organization that oversees, regulates, licenses or is otherwise responsible for the municipal industry. 396
10 I. FEE PROPOSAL
If selected to serve the City as Bond and/or Disclosure Counsel for the Financing, we would propose the following flat fees:

Bond Counsel Fee Disclosure Counsel Fee Bond/Disclosure Fee $65,000 $45,000 $95,000
These proposed fees are based on our understanding of the complexity of the City’s finances, the work relating to the Financing being the City’s first publicly -sold bond issue, special disclosure considerations relating to the City and the Financing, and the relatively long schedule for completing the proposed Financing. The foregoing fees would be contingent upon the successful issuance of the Bonds and would apply to any Bonds issued within two years from the date the Firm is retained. We would request an opportunity to meet with the City to discuss adjustments to the fees for Bonds issued beyond two years, if justified by reason of increased cost to the Firm and the then prevailing fees for Bond and/or Disclosure Counsel services.

In addition to the fees set forth above, we would propose to be reimbursed for the actual cost of any out of- pocket expenses reasonably incurred by the Firm in the course of its employment, such as document delivery and messenger fees, photocopying, electronic research and travel at your direction (at the then current IRS rate), and similar items of expense. We would agree to cap expenses at $2,500 per series of Bonds, exclusive of publication costs, title and escrow fees, and other costs typically paid as a separate cost of issuance.

For legal services outside the scope of normal Bond or Disclosure Counsel services or for services following the issuance of the Bonds, we would propose to be compensated at the hourly rate of $600 for shareholders, $380 for associates, $175 for paralegals and $150 for law clerks. These rates are significant reductions from the Firm’s “Design Rates” and are only offered to our public entity clients. Time is charged in increments of one -tenth of an hour. Such fees would be billed monthly.

J. CONCLUSION
We appreciate the opportunity to provide this Proposal to the City. We hope that we have conveyed the depth of our experience and the sincerity of our desire to serve the City as Bond and Disclosure Counsel. The undersigned is a Shareholder and Vice President of the Firm and is authorized to bind the Firm with respect to this Proposal. We would be pleased to provide any additional information or answer any further questions that you might have in selecting a Bond and Disclosure Counsel firm. Please feel free to contact me at (949) 725-4073 or [email protected] with any questions or to discuss this Proposal.

Respectfully submitted,

STRADLING YOCCA CARLSON & RAUTH,
a Professional Corporation

Vanessa S. Legbandt
Shareholder and Vice President

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AGREEMENT FOR SERVICES

STRADLING YOCCA CARLSON & RAUTH LLP

This Agreement for Services (“Agreement”) is entered into as of this ____ day of April, 20 21 by and between the City of Eastvale, a municipal corporation (“City”) and Stradling Yocca Carlson & Rauth LLP , a California limited liability partnership (“Contractor”). City and Contractor are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”

RECITALS
A. City has sought, by direct negotiation the performance of the services defined and described particularly in Section 2 of this Agreement.

B. Contractor, following submission of a proposal for the performance of the services defined and described particularly in Section 2 of this Agreement, was selected by the City to perform those services.

C. The Parties desire to formalize the selection of Contractor for performance of those services defined and described particularly in Section 2 of this Agreement and desire that the terms of that performance be as particularly defined and described herein.

OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained here and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows:

SECTION 1. TERM OF AGREEMENT.

Subject to the provisions of Section 20 "Termination of Agreement" of this Agreement, the Term of this Agreement is for five (5) years, commencing on the date first ascribed above.

SECTION 2. SCOPE OF SERVICES.

Contractor agrees to perform the services set forth in Exhibit “A” “Scope of Services” (hereinafter, the “Services”) and made a part of this Agreement by this reference. The Services to be provided by Contractor generally consist of bond and disclosure counsel legal services with respect to the City’s proposed lease revenue bond financing of certain civic center improvements (the “Bond Financing”).

Firm Not Providing Financial Advice . Contractor is not a registered municipal advisor and does not provide financial advisory services or otherwise provide financial advice to Contractor’s clients. We understand that your registered municipal advisor, Urban Futures, Inc., will be providing financial advisory services to you on the proposed Bond Financing.
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SECTION 3. ADDITIONAL SERVICES.

Contractor shall not be compensated for any work rendered in connection with its performance of this Agreement that are in addition to or outside of the Services unless such additi onal services are authorized in advance and in writing in accordance with Section 26 “Administration and Implementation” or Section 28 “Amendment” of this Agreement. If and when such additional work is authorized, such additional work shall be deemed to be part of the Services.

SECTION 4. COMPENSATION AND METHOD OF PAYMENT.
(a) Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the amounts specified in Exhibit “B” “Compensation” and made a part of this Agreement by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed Ninety-Seven Thousand, Five Hundred D ollars ($97,500), unless additional compensation is approved in writing in accordance with Section 26 “Administration and Implementation” or Section 28 “Amendment” of this Agreement. (b) For e ach month in which Contractor performed Services for which Contractor will be paid on an hourly or periodic basis (as opposed to a flat fee upon the closing of the Bond Financing), Contractor shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month. The invoice shall detail charges by the following categories: labor (by sub- category), travel, materials, equipment, and supplies. If the compensation set forth in subsection (a) and Exhibit “B” include payment of labor on an hourly basis (as opposed to labor and materials being paid as a lump sum), the labor category in each invoice shall include detailed descriptions of task performed and the amount of time incurred for or allocated to that task. City shall independently review each invoice submitted by the Contractor to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. In the event that no charges or expenses are disputed, the invoice shall be approved and paid according to the terms set forth in subsection (c). In the event any charges or expenses are disputed by City, the original invoice shall be returned by Cit y to Contractor for correction and resubmission.
(c) Except as to any charges for work performed or expenses incurred by Contractor which are disputed by City, City will use its best efforts to cause Contractor to be paid within thirty (30) days of receipt of Contractor’s correct and undisputed invoice. (d) Payment to Contractor for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Contractor.

SECTION 5. INSPECTION AND FINAL ACCEPTANCE.

City may inspect and accept or rejec t any of Contractor ’s work under this Agreement, either during performance or when completed. City shall reject or finally accept Contractor’s work within sixty (60) days after submitted to City. City shall reject work by a timely written explanation, otherwise Contractor’s work shall be deemed to have been accepted. City’s acceptance shall be conclusive as to such work except with respect to latent defects, fraud and such gross mistakes as amount to fraud. Acceptance of any 399
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of Contractor’s work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Section 16 “Indemnification” and Section 17 “Insurance.”
SECTION 6. OWNERSHIP OF DOCUMENTS.

All original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents prepared, developed or discovered by Contractor in the course of providing the Services pursuant to this Agreement shall become the sole property of City and may be used, reused or otherwise disposed of by City without the permission of the Contractor. Upon completion, expiration or termination of this Agreement, Contractor shall turn over to City all such original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents.

If and to the extent that City utilizes for any purpose not related to this Agreement any maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other documents prepared, developed or discovered by Contractor in the course of providing the Services pursuant to this Agreement, Contractor’s guarantees and warranties in Section 9 “Standard of Performance” of this Agreement shall not extend to such use of the maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other documents.

All final work product developed by Contractor in the course of providing the Services pursuant to this Agreement shall become the sole property of City and may be used, reused or otherwise disposed of by City without the permission of the Contractor. Upon completion, expiration or termination of thi s Agreement, Contractor shall turn over to City all such f inal work product if paid for by the City. This provision specifically excludes Contractors’ work notes and drafts, which are owned by Contractor, not City.

SECTION 7. CONTRACTOR'S BOOKS AND RECORDS.
(a) Contractor shall maintain any and all documents and records demonstrating or relating to Contractor’s performance of the Services. Contractor shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, or other documents or records evidencing or relating to the Services, including expenditures and disbursements charged to City pursuant to this Agreement. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by Contractor pursuant to this Agreement. Any and all such documents or records shall be maintained for three (3) years from the date of execution of this Agreement and to the extent required by laws relating to audits of public agencies and their expenditures. In accordance with California Government Code Section 8546.7, if the total compensation in Section 4 exceeds ten thousand dollars ($10,000.00), this Agreement and the Contractor's books and records related to this Agreement shall be subject to the examination and audit of the State Auditor, at the 400
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request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement.
(b) Any and all records or documents required to be maintained pursuant to this section shall be made available for inspection, audit and copying, at any time during regular business hours, upon request by City or its designated representative. Copies of such documents or records shall be provided directly to the City for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records shall be made av ailable at Contractor’s address indicated for receipt of notices in this Agreement.
(c) Where City has reason to believe that any of the documents or records required to be maintained pursuant to this section may be lost or discarded due to dissolution or termination of Contractor’s business, City may, by written request, require that custody of such documents or records be given to the City. Access to such documents and records shall be granted to City, as well as to its successors -in-interest and authorized representatives.

SECTION 8. INDEPENDENT CONTRACTOR.
(a) Contractor is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of City. Contractor shall have no authority to bind City in any manner, nor to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise.
(b) The personnel performing the Services under this Agreement on behalf of Contractor shall at all times be under Contractor’s exclusive direction and control. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall have control over the conduct of Contractor or any of Contractor’s personnel.

Contractor shall not at any time or in any manner represent that Contractor or any of Contractor’s personnel are in any manner officials, officers, or employees of City. (c) Neither Contractor, nor any of Contractor’s personnel shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Contractor expressly waives any claim Contractor, its officers, employees, agents or subcontractors, may have to any such rights. Contractor’s indemnity obligations in Sec tion 16 “Indemnification” of this Agreement include the obligation to indemnify the City from and against any liability that may arise related to claims that Contractor, its officers, employees, agents or subcontractors, are entitled to retirement, health care or any other benefits that accrue to City employees. This provision shall survive the expiration or earlier termination of this Agreement. (d) Contractor agrees not to engage subcontractors to perform any of the Services under this Agreement.

SECTION 9. STANDARD OF PERFORMANCE.

Contractor represents and warrants that it has the qualifications, experience and facilities necessary to properly perform the Services required under this Agreement in a 401
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thorough, competent and professional manner. Contractor shall at all t imes faithfully, competently and to the best of its ability, experience and talent, perform all Services. In meeting its obligations under this Agreement, Contractor shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to the Services required of Contractor under this Agreement. In addition to the general standards of performance set forth this section, additional specific standards of performance and performance criteria may be set forth in Exhibit “A” “Scope of Work” that shall also be applicable to Contractor’s work under this Agreement. Where there is a conflict between a general and a specific standard of performance or performance criteria, the specific standard or criteria shall prevail over the general.

SECTION 10. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND LICENSES.

Contractor shall keep itself informed of and comply with all applicable federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect during the term of this Agreement. Contractor shall obtain any and all licenses, permits and authorizations necessary to perform the Services set forth in this Agreement. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall be liable, at law or in equity, as a result of any failure of Contractor to comply with this section.

SECTION 11. PREVAILING WAGE LAWS
It is the understanding of City and Contractor that California prevailing wage laws do not apply to this Agreement because the Agreement does not involve any of the following services subject to prevailing wage rates pursuant to the California Labor Code or regulations promulgated thereunder: Construction, alteration, demolition, installation, or repair work performed on public buildings, facilities, streets or sewers done under contract and paid for in whole or in part out of public funds. In this context, “construction" includes work performed during the design and preconstruction phases of construction including, but not limited to, inspection and land surveying work.

SECTION 12. NONDISCRIMINATION.

Contractor shall not discriminate, in any way, against any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status in connection with or related to the performance of this Agreement.

SECTION 13. UNAUTHORIZED ALIENS.

Contractor hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Contractor so employ such unauthorized aliens for the performance of the Services, and should the any liability or sanctions be imposed against City for such use of unauthorized aliens, Contractor hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, 402
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incurred by City.

SECTION 14. CONFLICTS OF INTEREST.
(a) Contractor covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Contractor ’s performance of the Services. Contractor further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the City Manager. Contractor agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. (b) City understands and acknowledges that Contractor is, as of the date of execution of this A greement, independently involved in the performance of non- related services for other governmental agencies and private parties. Contractor is unaware of any stated position of City relative to such projects. Any future position of City on such projects shall not be considered a conflict of interest for purposes of this section. (c) City understands and acknowledges that Contractor will perform non- related services for other governmental agencies and private Parties following the completion of the Services un der this Agreement. Any such future service shall not be considered a conflict of interest for purposes of this section. (d) Specifically:
(i) Contractor represents various investment banks and underwriters , including Bank of America, N.A., from time -to-time on transactions for public agencies other than you. In the event that you determine to issue bonds, notes or other obligations, Contractor will not represent any investment bank or underwriter on any such financing in connection with which Contractor represents you.
(ii) Contractor represents various public agencies, including the County of Riverside and the Chino Basin Desalter Authority and other agencies throughout California, as bond and/or disclosure counsel and on other financing matters. In the event that you determine to issue bonds, notes or other obligations, Contractor does not expect to represent any such agencies in connection with any such financing undertaken by you. (iii) Contractor is governed by Rule 1.7 of the California Rules of Professional Conduct, a copy of which is attached to this Agreement as Exhibit D, which governs law firm conflicts of interest.

SECTION 15. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION. (a) All information gained or work product produced by Contractor in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Contractor. Contractor shall not release or disclose any such information or work product to persons or entities other than City 403
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without prior written authorization from the City Manager, except as may be required by law.
(b) Contractor, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the City Manager or unless requested by the City Attorney of City, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall n ot be considered "voluntary" provided Contractor gives City notice of such court order or subpoena.
(c) If Contractor, or any officer, employee, agent or subcontractor of Contractor, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Contractor for any damages, costs and fees, including attorney's fees, caused by or incurred as a result of Contractor ’s conduct.

Contractor shall promptly notify City should Contractor , its o fficers, employees, agents or subcontractors, be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admiss ions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder. City retains the right, but has no obligation, to represent Contractor or be present at any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. Contractor shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in confidence to a Federal, State, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law or for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

SECTION 16. INDEMNIFICATION.
(a) Indemnification for Professional Liability. Subject to subsection (e) below, where the law establishes a professional standard of care for Contractor’s services, to the fullest extent permitted by law, Contractor shall indemnify, protect, defend and hold harmless City and any and all of its officials, employees and agents (“Indemnified Parties”) from and against any and all liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorneys’ fees and costs, court costs, interest, defense costs, and expert witness fees) arise out of, are a consequence of, or are in any way attributable to, in whole or in part, any finally adjudicated negligent or wrongful act, error or omission of Contractor, or by any individual or entity for which Contractor is legally liable, including but not limited to officers, agents, employees or subcontractors of Contractor , in the performance of professional services under this Agreement.
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(b) Indemnification for Other than Professional Liability. Subject to subsection (e) below, other than in the performance of professional services and to the full extent permitted by law, Contractor shall indemnify, protect, defend and hold harmless City, and any and all of its employees, officials and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorneys’ fees and costs, court costs, interest, defense costs, and expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the finally -adjudicated negligent performance of this Agreement by Contractor, or by any individual or entity for which Contractor is legally liable, including but not limited to off icers, agents, employees or subcont ractors of Contractor.
(c) R
eserved.
(d) City’s Negligence . The provisions of this section do not apply to claims occurring as a result of City’s sole negligence. The provisions of this section shall not release City from liability arising from gross negligence or willful acts or omissions of City or any and all of its officials, employees and agents.

SECTION 17. INSURANCE.

Contractor agrees to obtain and maintain in full force and effect during the term of this Agreement the insurance policies set forth in Exhibit “C” “Insurance” and made a part of this Agreement. All insurance policies shall be subject to approval by City as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City Manager. Contractor agrees to provide City with copies of required policies upon request.

SECTION 18. ASSIGNMENT.

The expertise and experience of Contractor are material considerations for this Agreement. City has an interest in the qualifications and capability of the persons and entities who will fulfill the duties and obligations imposed upon Contractor under this Agreement. In recognition of that interest, Contractor shall not assign or transfer this Agreement or any portion of this Agreement or the performance of any of Contractor ’s duties or obligations under this Agreement without the prior written consent of the City.

Any attempted assignment shall be ineffective, null and void, and shall constitute a material breach of this Agreement entitling City to any and all remedies at law or in equity, including termination of this Agreement pursuant to Section 20 “Termination of Agreement.”
SECTION 19. CONTINUITY OF PERSONNEL.

Contractor shall make every reasonable effort to maintain the stability and continuity of Contractor’s staff, if any, assigned to perform the Services. Contractor shall notify City of any changes in Contractor’s staff , assigned to perform the Services prior to and during any such performance.
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SECTION 20. TERMINATION OF AGREEMENT.
(a) City may terminate this Agreement, with or without cause, at any time by giving thirty (30) days written notice of termination to Contractor. In the event such notice is given, Contractor shall cease immediately all work in progress. (b) Contractor may terminate this Agreement for cause at any time by giving thirty (30) days written notice of termination to City. (c) If either Contractor or City fail to perform any material obligation under this Agreement, then, in addition to any other remedies, either Contractor or City may terminate this Agreement immediately upon written notice. (d) Upon termination of this Agreement by either Contractor or City, all property belonging exclusively to City which is in Contractor’s possession shall be returned to City.

Contractor shall furnish to City a final invoice for work performed and expenses incurred by Contractor, prepared as set forth in Section 4 “Compensation and Method of Payment” of this Agreement. This final invoice shall be reviewed and paid in the same manner as set forth in Section 4 “Compensation and Method of Payment” of this Agreement.

SECTION 21. DEFAULT.

In the event that Contractor is in default under the t erms of this Agreement, the City shall not have any obligation or duty to continue compensating Contractor for any work performed after the date of default. Instead, the City may give notice to Contractor of the default and the reasons for the default. T he notice shall include the timeframe in which Contractor may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Contractor is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Contractor does not cure the default, the City may take necessary steps to terminate this Agreement under Section 20 “Termination of Agreement.” Any failure on the part of the City to give notice of the Contractor’s default shall not be deemed to result in a waiver of the City’s legal rights or any rights arising out of any provision of this Agreement.

SECTION 22. EXCUSABLE DELAYS.

Contractor shall not be liable for damages, including liquidated damages, if any, caused by delay in performance or failure to perform due to causes beyond the control of Contractor. Such causes include, but are not limited to, acts of God, acts of the public enemy, acts of federal, state or local governments, acts of City, court orders, fires, floods, epidemics, strikes, embargoes, and unusually severe weather. The term and price of this Agreement shall be equitably adjusted for any delays due to such causes.

SECTION 23. COOPERATION BY CITY.

All public information, data, reports, records, and maps as are existing and 406
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available to City as public records, and which are necessary for carrying out the Services shall be furnished to Contractor in every reasonable way to facilitate, without undue delay, the Services to be performed under this Agreement.

SECTION 24. NOTICES.

All notices required or permitted to be given under this Agreement shall be in writing and shall be personally delivered, or sent by certified mail, postage prepaid and return receipt requested, addressed as follows:

To City: City of Eastvale
Attn: Community Development Director
12363 Limonite Ave., Suite 910
Eastvale, CA 91752
To Contractor: Stradling Yocca Carlson & Rauth
660 Newport Center Drive, Suite 1600
Newport Beach, CA 92660
Attention: Vanessa S. Legbandt

Notice shall be deemed effective on the date personally delivered or, if mailed, three (3) days after deposit of the same in the custody of the United States Postal Service.

SECTION 25. AUTHORITY TO EXECUTE.

Each of the signatories hereto represents and warrants that he or she is competent and authorized to enter into this Agreement on behalf of the Party for whom he or she purports to sign. Each Party hereto agrees to defend, indemnify, and hold harmless the other Parties hereto against all claims, suits, actions, and demands, including necessary expenses of investigation and reasonable attorneys' fees and costs, arising out of claims that its signatory was not competent or so authorized to execute this Agreement.

SECTION 26. ADMINISTRATION AND IMPLEMENTATION.

This Agreement shall be administered and executed by the City Manager or his or her designated representative. The City Manager shall hav e the authority to issue interpretations and to make amendments to this Agreement, including amendments that commit additional funds, consistent with Section 28 “Amendment” and the City Manager’s contracting authority under the Eastvale Municipal Code.

SECTION 27. BINDING EFFECT.

This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties.

SECTION 28. AMENDMENT.
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No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Contractor and by the City. The City Manager shall have the authority to approve any amendment to this Agreement if it does not exceed the amount that may be approved administratively pursuant to the Eastvale Municipal Code. The Parties agree that the requirement for written modifications cannot be waived and that any attempted waiver shall be void. The City’s City Manager may, but is not required t o, make minor amendments not affecting substantive terms without further authorization from the City Council. The City Council hereby authorizes the City Manager to execute any such amendments as required by this Agreement or that do not otherwise reduce City’s rights under this Agreement. All other amendments shall be approved by the City Council.

SECTION 29. WAIVER.

Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision nor a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work by Contractor shall not constitute a waiver of any of the provisions of this Agreement.

SECTION 30. LAW TO GOVERN; VENUE.

This Agreement shall be interpreted, construed and governed according to the laws of the State of California. In the event of litigation between the Parties, venue in state trial courts shall lie exclusively in the County of Riverside, California. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in Riverside.

SECTION 31. ATTORNEYS FEES, COSTS AND EXPENSES.

In the event litigation or other proceeding is required to enforce or interpret any provision of this Agreement, the prevailing Party in such litigation or other proceeding shall be entitled to an award of reasonable attorney's fees, costs and expenses, in addition to any other relief to which it may be entitled.

SECTION 32. ENTIRE AGREEMENT.

This Agreement, including the attached Exhibits "A" through " D", is the entire, complete, final and exclusive expression of the Parties with respect to t he matters addressed therein and supersedes all other agreements or understandings, whether oral or written, or entered into between Contractor and City prior to the execution of this Agreement. No statements, representations or other agreements, whether oral or written, made by any Party which are not embodied herein shall be valid and binding.

SECTION 33. SEVERABILITY.

If any term, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining 408
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provisions of this Agreement shall not be affected thereby and the Agreement shall be read and construed without the invalid, void or unenforceable provision(s).

SECTION 34. CONFLICTING TERMS.

Except as otherwise stated herein, if the terms of t his Agreement conflict with the terms of any Exhibit hereto, or with the terms of any document incorporated by reference into this Agreement, the terms of this Agreement shall control.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first-above written.
[SIGNATURES ON FOLLOWING PAGE]

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CITY OF EASTVALE

Mark Orme
City Manager
ATTEST:
_______________________________
Marc Donohue
City Clerk

APPROVED AS TO FORM
_______________________________
Erica Vega
City Attorney

STRADLING YOCCA CARLSON &

RAUTH LLP

Vanessa S. Legbandt, Partner
Stradling Yocca Carlson & Rauth LLP

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EXHIBIT "A"

SCOPE OF SERVICES

1. Stradling Yocca Carlson & Rauth LLP (the “Contractor”), will undertake the following Services with respect to bond counsel services:
(a) advice and consultation with the City Manager, City Attorney, Finance Director, other staff of the City and the City Council regarding the financing process; (b) prepare all legal proceedings in connection with the proposed financing, including, but not limited to drafting various resolutions, documents and agreements for consideration by the City Council;
(c) participation in meetings, hearings or negotiations with the City staff, City Council, municipal advisors, underwriters and other financing team members as the circumstances require;
(d) render a validity opinion with respect to the proposed debt obligation and, with respect to transactions expected to be tax exempt, deliver a tax opinion that interest earned with respect to the City’s debt obligation is exempt from State and Federal income taxes, if applicable;
(e) review and prepare summaries of the principal legal documents for inclusion in the Official Statement; and
(f) p repare final closing documents to be executed by the City to effect delivery of any financing (including the tax certificate).

For purposes of Paragraph 1, if the City elects to incur indebtedness through a joint exercise of powers financing authority, all references to the City shall be deemed to include the financing authority.

2. The Contractor will undertake the following Services with respect to disclosure counsel services:
(a) Prepare the Preliminary and Final Official Statements for the Bond Financing to comply with federal disclosure regulations; (b) Obtain information to prepare the Preliminary and Final Official Statements from developers/property owners and their counsel, municipal advisors, special tax consultants, underwriters, underwriters’ counsel and the City and City Attorney, as appropriate;
(c) Provide the “10b-5 Negative Assurance Letter” with respect to the Official Statement to the underwriter, as well as prepare the 15c2-12 Certificate to be signed by the City and owners of property in the Community Facilities District, as appropriate, with respect to the Preliminary Official Statement
(d) Prepare the Continuing Disclosure Certificate;
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(e) Keep the City informed of all rulings and findings by Federal and State regulatory agencies, including but not limited to, the Internal Revenue Service, the U.S.

Securities and Exchange Commission, the Municipal Securities Rulemaking Board, and the California Legislature, which impact the City’s issuance compliance and ongoing disclosure obligations;
(f) Participate in due diligence and other meetings relating to the City’s disclosure obligations relating to the Bond Financing, as requested; (g) Review rating agency presentations and investor presentations for consistency with Official Statement and compliance with federal securities laws; (h) Participate in rating agency meetings for the Bond Financing; and (i) Provide training on disclosure practices and law as requested by the City.

3. If requested by the City and approved as Additional Services, Contractor will assist the City to comply with ongoing continuing disclosure requirements including:
(a) Assist with the determination of whether an action, activity or event constitutes a “material event”, as defined in SEC Rule 15c2-12, and prepare the appropriate disclosure of such material event;
(b) Assist with the review of the compilation of the “annual financial information” needed to comply with the City’s continuing disclosure requirements under SEC Rule 15c2-12 and any current continuing disclosure statement; and (c) Review the audited financial statements for purposes of confirming compliance with current continuing disclosure agreements.

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EXHIBIT "B"

COMPENSATION

For the Services to be rendered, the City agrees to pay to Contractor a flat fee of $95,000. Said fee shall be paid upon the successful closing of the Bond Financing.

The foregoing fees would apply to any Bonds issued within two years from the date of this Agreement for Services. Contractor may propose an adjustment to the fees for the Services to be provided under this Agreement for Bonds issued more than two years following the date of this Agreement, if justified by reason of increased cost to Contractor and the then prevailing fees for Bond and/or Disclosure Counsel services.

In addition to the fees set forth above, Contractor shall be reimbursed for the actual cost of any out of-pocket expenses reasonably incurred by Contractor in connection with the provision of Services, such as document delivery and messenger fees, photocopying, electronic research and travel at your direction (at the then current IRS rate), and similar items of expense. Contractor agrees to cap such expense reimbursement at $2,500 per series of Bonds, exclusive of publication costs, title and escrow fees, and other costs typically paid as a separate cost of issuance.

For Additional Services, we would propose to be compensated at the hourly rate of $600 for shareholders, $380 for associates, $175 for paralegals and $150 for law clerks.

Hourly rates are adjusted annually by the increase in CPI, up to 3% per year. Time is charged in increments of one-tenth of an hour. Such fees would be billed monthly.

Disclosure Regarding Contingent Fees. Contractor’s compensation for the Services described in Exhibit A above is contingent on the closing of the proposed transaction.

While this form of compensation is customary for bond and disclosure counsel services to public entities such as you, this may present a potential conflict of interest as Contractor could have an incentive to recommend to undertake the proposed transaction even if it is unnecessary or provides insufficient benefit. Typically your registered municipal advisor will provide advice with respect the economic benefits of undertaking a proposed transaction and, as detailed in Section 2 of the Agreement for Services, Contractor is not providing such financial advice with respect to the proposed transaction. This potential conflict is also mitigated by Contractor’s ethical duties to you.

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EXHIBIT "C"

INSURANCE

A. Insurance Requirements. Contractor shall provide and maintain insurance, acceptable to the City, in full force and effect throughout the term of this Agreement, against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Services by Contractor , its agents, representatives or employees. Except for Contractor’s Professional Liability Insurance provider, the insurance policies required by this Exhibit C are to be placed with insurers with a current A.M. Best's rating of no less than A:VII.

Contractor shall provide the following scope and limits of insurance:

1. Minimum Scope of Insurance. Coverage shall be at least as broad as:

(1) Commercial General Liability. Insurance Services Office form Commercial General Liability coverage (Occurrence Form CG 0001).

(2) Automobile. Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, including code 1 "any auto" and endorsement CA 0025, or equivalent forms subject to the written approval of the City. City acknowledges that Contractor does not own any automobiles but will provide coverage for “non-owned” or “leased” automobiles.

(3) Workers’ Compensation. Workers' Compensation insurance as required by the Labor Code of State of California covering all persons providing Services on behalf of the Contractor and all risks to such persons under this Agreement.

(4) Professional Liability . Professional liability insurance appropriate to the Contractor ’s profession. This coverage may be written on a “claims made” basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to Services performed under this Agreement. The insurance must be maintained for at least three (3) consecutive years following the completion of Contractor ’s services or the termination of this Agreement. During this additional three (3) year period, Contractor shall annually and upon request of the City submit written evidence of this continuous coverage.

2. Minimum Limits of Insurance. Contractor shall maintain limits of insurance no less than:

(1) Commercial General Liability. $1,000,000 general aggregate for bodily injury, personal injury and property damage. 414

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(2) Automobile. $1,000,000 per accident for bodily injury and property damage. A combined single limit policy with aggregate limits in an amount of not less than $2,000,000 shall be considered equivalent to the said required minimum limits set forth above.

(3) Workers' Compensation. Workers' Compensation as required by the Labor Code of the State of California of not less than $1,000,000 per occurrence.

(4) Professional Liability. $1,000,000 per occurrence.

B. Other Provisions. Insurance policies required by this Agreement shall contain the following provisions:

1. All Policies. Each insurance policy required by this Agreement shall be endorsed and state the coverage shall not be suspended, voided, cancelled by the insurer or either Party to this Agreement, reduced in coverage or in limits except after 30 days' prior written notice by certified mail, return receipt requested, has been given to City.

2. Commercial General Liability and Automobile Liability Coverages.

(1) City, and its respective elected and appointed officers, officials, and employees and volunteers are to be covered as additional insureds as respects: liability arising out of activities Contractor performs; products and completed operations of Contractor ; premises owned, occupied or used by Contractor ; or automobiles owned, leased, hired or borrowed by Contractor. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, or employees.

(2) Contractor’s insurance coverage shall be primary insurance with respect to City, and its respective elected and appointed, its officers, officials, employees and volunteers. Any insurance or self -insurance maintained by City, and its respective elected and appointed officers, officials, employees or volunteers, shall apply in excess of, and not contribute with, Contractor’s insurance.

(3) Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

(4) Any failure to comply with the reporting or other provisions of the insurance policies, including breaches of warranties, shall not affect coverage provided to City, and its respective elected and appointed officers, officials, employees or volunteers.
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3. Workers' Compensation Coverage. Unless the City Manager otherwise agrees in writing, the insurer shall agree to waive all rights of subrogation against City, and its respective elected and appointed officers, officials, employees and agents for losses arising from work performed by Contractor.

C. Other Requirements. Contractor agrees to deposit with City, at or before the effective date of this Agreement, certificates of insurance necessary to satisfy City that the insurance provisions of this contract have be en complied with. The City may require that Contractor furnish City with copies of original endorsements effecting coverage required by this Exhibit “C”. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. City reserves the right to inspect complete, certified copies of all required insurance policies, at any time.

1. Any deductibles or self -insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers, or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims.

2. The procuring of such required policy or policies of insurance shall not be construed to limit Contractor ’s liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement.

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EXHIBIT "D"

Rule 1.7 Conflict of Interest: Current Clients
(Rule Approved by the Supreme Court, Effective November 1, 2018)

(a) A lawyer shall not, without informed written consent* from each client and compliance with paragraph (d), represent a client if the representation is directly adverse to another client in the same or a separate matter.
(b) A lawyer shall not, without informed written consent* from each affected client and compliance with paragraph (d), represent a client if there is a significant risk the lawyer’s representation of the client will be materially limited by the lawyer’s responsibilities to or relationships with another client, a former client or a third person,* or by the lawyer’s own interests.
(c) Even when a significant risk requiring a lawyer to comply with paragraph (b) is not present, a lawyer shall not represent a client without written* disclosure of the relationship to the client and compliance with paragraph (d) where:
(1) the lawyer has, or knows* that another lawyer in the lawyer’s firm* has, a legal, business, financial, professional, or personal relationship with or responsibility to a party or witness in the same matter; or
(2) the lawyer knows* or reasonably should know* that another party’s lawyer is a spouse, parent, child, or sibling of the lawyer, lives with the lawyer, is a client of the lawyer or another lawyer in the lawyer’s firm,* or has an intimate personal relationship with the lawyer.
(d) Representation is permitted under this rule only if the lawyer complies with paragraphs (a), (b), and (c), and:
(1) the lawyer reasonably believes* that the lawyer will be able to provide competent and diligent representation to each affected client; (2) the representation is not prohibited by law; and
(3) the representation does not involve the assertion of a claim by one client against another client represented by the lawyer in the same litigation or other proceeding before a tribunal.
(e) For purposes of this r ule, “matter” includes any judicial or other proceeding, application, request for a ruling or other determination, contract, transaction, claim, controversy, investigation, charge, accusation, arrest, or other deliberation, decision, or action that is focused on the interests of specific persons,* or a discrete and identifiable class of persons.*
* Terms in the California Rules of Professional Conduct identified by an “*” are defined elsewhere in the California Rules of Professional Conduct. Rule 1.7 also incorporates interpretive comments that are helpful in assessing conflicts of interest. 417

AGENDA STAFF REPORT

City Council Meeting

CONSENT CALENDAR

Agenda Item No. 11.17
July 24, 2024
Approval of Construc+on Contract with America Asphalt South for the 2024 Residential Slurry Seal Project
Prepared By:

Jimmy Chung, Public Works Director/ City Engineer
Recommended Action(s)
Staff recommends that the City Council approve the following ac"ons for the 2024 Residen"al Slurry Seal Project:
1 .

Approve the Contract with American Asphalt South, Inc., the lowest responsive and responsible bidder, in accordance with unit bid prices in the amount of $912,027.45 plus a 10% contingency of $91,202.75 for a total of $1,003,230.20; and, 2 .

Authorize the City Manager to execute all necessary documents including the No"ce of Completion.

Summary
The 2024 Residen"al Slurry Seal Project is an annual program to treat pavement on various residen"al streets throughout the City with slurry seal. See A9achment 1 for the project loca"on map. These loca"ons were selected based on the City’s Pavement Management Plan, staff inspec"on, and collabora"ve inter-jurisdic"onal construc"on projects. The scope of work includes public no"fica"on, pavement prepara"on, crack sealing, type II slurry seal applica"on, chip seal application, traffic striping and other related work.

The lowest responsive and responsible bidder is American Asphalt South, Inc., with a bid amount of $912,027.45. Staff recommends a 10% con"ngency of $91,202.75 for a total of $1,003,230.20. See Attachment 2 for the Contract Agreement.
12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752
951.361.0900 |
eastvaleca.gov
418
Background
The Engineering Department oversees the maintenance of the City's street system and assembles a capital project for the placement of Slurry Seal each year. The applica"on of slurry seal is considered a preventa"ve measure that is intended to prolong the life of the roadway by providing a wearing surface and sealing the exis"ng surface cracks from water. Slurry Seal is typically applied to, but not limited to, the residen"al streets. 2024 Residen"al Slurry Seal project will apply approximately 1.9 million square feet of slurry seal on designated streets throughout the City. The project loca"on was developed from the Pavement Management System (PMS), which is a tool that assists the City in making cost-effec"ve decisions related to the maintenance and rehabilita"on of roadway pavements. A PMS allows the City to maximizes the use of the limited funding by taking a comprehensive approach to managing the City's pavements instead of a worst-first pavement plan.

The City took a unique approach in that the benefit to cost ra"o was considered in a zone-basis instead of an individual street segment. This allows maximizing the efficiency by reducing the mobilization cost.

The call for bids was posted on the City’s website and City of Eastvale Vendor Portal through "PlanetBids" on June 17, 2024. The City received six (6) electronic bids by the July 8, 2024 deadline.

American Asphalt South submitted their bid via through PlanetBids. The bid results are as follows:

Name of Bidder
Bid Amount
American Asphalt South, Inc.
$912,027.45
Pavement Coatings Co.
$923,082.00
All American Asphalt
$925,035.25
Roy Allan Slurry Seal, Inc.
$962,646.65
VSS International, Inc.
$1,053,120.00
Copp Contracting, Inc.
$1,079,171.00

AIer review of the bids received, staff has determined that American Asphalt South, Inc. is the lowest responsive and responsible bidder with a total bid price of $912,027.45. American Asphalt South, Inc. holds a valid Class A Contractor’s license in the State of California. American Asphalt South, Inc. has delivered successful projects to other agencies such as Ci"es of Murrieta, Temecula, Yorba Linda and more. As specified in the bid documents, the contractor must execute and return the contract, along with other specified required, within ten calendar days following receipt of the No"ce to Award. Construc"on is an"cipated to begin in late August 2024 assuming no complica"ons with the contract execu"on process. The contract allows for a total of 25 working days to complete the required work. The work is expected to be completed in October 2024. The staff will work with Communica"ons Division to send out construc"on no"ces for the closures associated with the construc"on. The contractor will also be required to no"fy all affected residents and/or businesses at least three days prior to slurry seal operations.

Environmental
In accordance with the California Environmental Quality Act, the proposed project is exempt from future review under the categorical exemp"on for exis"ng facili"es (CEQA Guideline 15301). A Notice of Exemption (NOE) has been filed.

Strategic Plan Action - Priority Level: 2
| Target #: E
| Goal #: F
12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752
951.361.0900 |
eastvaleca.gov
419
Create a walkable community.

Fiscal Impact
Total fiscal impact for this project is $1,003,230.20. Budget totaling $1,250,000.00 was appropriated in the fiscal year 2024-25 budget within the Road Maintenance and Rehabilita"on Fund, Measure A Fund, and a Cal Recycle Grant within the Miscellaneous Grants Fund.

The proposed budget for this project is as shown below:

Funding Source
Adopted Budget
Account Number
Road Maintenance Rehab
$284,862
205-510-6660-94001
Measure A
$891,341
210-510-6660-94001
Cal Recycle
$73,797
240-510-6660-94001
Total
$ 1,250,000

Prior City Council/Commission Action
Not Applicable
Attachment(s)
Attachment 1 - Project Location
Attachment 2 - Contract

Attachment 3 - Contract Exhibit B
12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752
951.361.0900 |
eastvaleca.gov
420
S a n B e r n a r d i n o C o u n t y
O n t a r i o C i t y L i m i t
CHINO
Eastvale
City
Lim
it
Norco
City
Lim
it
S a n t a A n a R i v er
E a s t v a l e C i t y L i m i t
E a s t v a l e C i t y L i m i t

BARON DR
2ND ST

RIVER RD
68TH ST

BELLEGRAVE AVE
6TH ST

LIMONITE AVE LIMONITE AVE
2ND ST
5TH ST

CITRUS ST

CHANDLER ST

SCHLEISMAN RD
SUM
NER
AVE

HARRISON
AVE
65TH ST 65TH ST

ARCHIBALD
AVE

ARCHIBALD
AVE
HAM
NER
AVE
HAM
NER
AVE
I15
N
I15
N
I15
S
I15
S
I15
S

LIMONITE AVE

RIVERBLUFFSLN

HARRISON AVE

BELLEGRAVE AVE
65TH ST

OAKDALE ST
68TH ST

AMBERHILL AVE

NATOMAST

BECKETTFIELD
LN

HEALYLAKE ST

HAVENSIDE CT

LYRA RD

MISSISSIPPI DR

BELLATRIX DR
58TH ST

IRISBEND AVE

STONY RIVER CIR
FIELDM
ASTER

ESTRELLAST

FRONTERA WAY

CHESTERFIELD
CT

HOMECOM
ING
CIR

FOUNTAI N DR

BLOSSOM WAY
COPPER
SKY

CONSTELLATION ST
LIVE
OAK
DR

SAGE BRUSH CIR
RO
YALW
OODS
CIR

DUSK LN

LARKDALE
CIR

PLANETARY RD

NUFFIELD CT

MONTEREY CIR

ROSEBUDDR

HEREFORD LN

LIMONITE AVE

SNOW BUNTING
CT

BAYSIDE CT

PLUMERIA CT

SENDERO AVE
M

OON SHADO
W
CT

RYLEE DR

CIELO CT

TANCY CT

CASCADE CT

GOLDFINCH CIR

FALLING RIVER CT

NASSAU CT
M

OUNTAIN
VIEW
CIR

BLAISDELL CT

COCO CT

LUCKY CT

BANYON TREE CT

KITE CT

CHAPARRALDR

PRAIRIE CIR

BENELLI CT

KOA WOOD CT

MAPLEWOOD CT

FALLINGSTAR CT

BURRAGE ST

TOMMY CT

CLEAR WATER CIR

CARNIVAL CT

BASSET CT

SALERS CT

MYSTIC CLOUD CT

HIGH COUNTRY
CIR

PEACHTREE
DR

CASPIAN CT

DUTCH CT

CALLA LILY CIR

WOODEN GATE WAY

SPANIEL CT

SAMILIN CIR

ARBORCIR
M

AYFIELD ST

SUGARCREEK CIR
HAZELW
OOD
DR

CORVALISCT

TROUTMAN CIR

IVYWOOD CT

BRACE ST

BEVERLY HILLS CT

FINISH DRAFT CT

SILVERTON CIR
NOBURY
CT

MAYFAIRCIR
M

ONTECITO LN

CECILLE CIR

CHEJU CIR

BLOSSOM WAY

BRETON CT

CHAROLAIS
CT

LONGLEAF CT

STANDARDBRED
CIR

CENTAURUS DR

LONETREE CT

DANCY ST

BAY BRIDGE RD

EARLY CRIMSON ST

CALEDONIA CT

LEMAITRE DR

LICHEN DR

TERRAPIN WAY

SHADY DR

WHITE HORSE CT

HIGHBURY W
AY
TAW
NY OW
L CT

BLACKMOOR CT

ORINDA DR

GOLDENEAGLECT

APRICOT TREE LN

GLADIOLAST

ADAGIO CT
BERRY
CREEK
ST

ASHCROFT CIR

ALEXIS CIR

ORION CT

FRENCHTROTTER DR

HALL AVE

MARYLAND AVE

PEACOCK CT

PICTOR CT

VOLANS CT

ELK RIDGECT

EDGE MONT
DR

KNIGHTSBRIDGE CT

FLINT CIR

COUNTRY FAIR DR

PELICAN PEAK CT

OATFIELD AVE

MIRADA CT

GLEN ECHO CT

SILVERLAKES CT

STOCKTONDR
W

ELLS SPRINGS ST
FINCH
ST
HERTZ
PL
BEACHW
OOD
DR

TONY CT

OAKVALE CIR

BLUE SKY CT

PUMICE CTBLUESTONE CT

RAMBLEWOOD CT

BUTTERWOOD CT

MOUNTAIN BREEZE CT
TALLOW

TREE CIR

BERRYHILL
DR

SWAN LAKE MOBILE HOME PARK

RUBY CT

SHORTHORNE DR
BADGER
LN

SPRINGVALE CT

SEAVERCT

KENAI CT
SLATE
CREEK
RD

WOODSHIRE GLEN
CT

SHELBURNE CT

EVENING SUN CT

STARDUST CT
M
O
RN
ING
DAW
N CT

ESTRELLA CT
LARRY
DEAN
ST

RIMMON RD

SADDLEBRED CT

CADENZA DR
BUSHM

ASTER ST

PLEASANT HILL CIR

MONTE VISTA CT

ROSEWOOD CIR
COPPER
SKY
M

ICAH ST

AVEN CT

GREAT FALLS ST

CAMBRIA
DR

OAK TREE LN

CAMP ROCK ST

ELLIS PARK TRL

TRADING POST CT

CALITERRA
CT
PALM
CIR
M

OONRIVER ST

CABELA ST

ROLLING MEADOW ST

GANNET ST

GROUSE ST

KASSELL RD

CAVALRY CIR
W

HIMBREL DR
MORAB
ST
GOLD
DUST
ST

PIONEER CT

OSPREY ST

HIDDEN RIVER

ALMOND GROVE CT

BLUE RIVER CT
CO
BBLE
LN

LAKEV I EW
CIR

POST ST

GREENWARD CT

ONYX CT

BAYRIDGE ST

MAYCRESTAVE

PRAIRIE
MEADOW
RD

DELLBROOK ST
SWAN

LAKEMOBILE HOME PARK
RAPIDS
DR

STAR RUBY AVE

KING ARTHUR
DR

BAY CIR

BITTERCRESS WAY

GRAND RIVER CIR

GATHERING PL

CALF ST

SHADY TREE ST

FESTIVE DR

LAUREL DR

OAK LEAF DR

BOXWOOD
DR

TRAIL RIDERS W
AY

MERIDIAN CT

GALE LN

HEATHGROVE DR

CALINA LN

JADE CT

KENSINGTON CT

LANDERWOODDR
OAK

CREST CIR

ESTONIAN
DR

WOODCREST CT

GOLD SPIRIT ST
M

ARIGOLD ST

PEACHBLOSSOM ST

DIAMOND
BACK
RD

MERRY MEADOWSDR
HOLLIS
ST

CEDAR CREEK RD

EXCALIBUR
DR

LOGSDON DR
W
AKE

FORESTDR

ORANGEVALE AVE

IVY GLEN DR

LONGBRANCH ST

VALENCIA
ST

TARAH ST

STONEBROOK CT

BLUE ROCK CT

SOARING
BIRD
CT

HUNTERVALE DR

JUBILEE PL

LARGODR

NILE WAY
GOLDY
ST
HARM
ONY
DR

CEDAR CREEK RD

WALNUTGROVEAVE

RISINGSTAR DR

MUSTANG WAY

ORANGE ST

WEEPING WILLOW CT

TISDALEST
BADM
INTO
N
ST

WHITELILY ST

GOLDEN BIT ST

FIELDSTREAM
CT

FOUNTAINBROOK
LN

GOLDEN DR

ODYSSEY WAY

ALVARADO LN

GLAZIER LN

EDGEWOOD DR
NO

RTHVIEW
ST

PRAIRIE ROSE LN

LITTLE RIVER RD

OUTBACK WAY

BALTIMORE ST

ASPEN LEAF LN

FOXTROT WAY
SUM

NER AVE

CROSSFIRE CT

SUNNY SPRING
S ST

ROBINBROOK CT
BLUFF
VIEW
LN
MEADOW
S
W
AY
FARM
ALL W
AY

NORTHFORK DR

SHOREHAM
ST

SHADYSIDE
W
AY

DELICIOUS W
AY

THORNBURY LN

BYXBEE CT

AGATE CT
GR

AND PRAIRIE TRL
RO
SEW
O
O
D CIR
RETAM
A ST

QUAIL RUN RD
W

ATERLINE
RD

QUARTER HORSE DR

RIO BRAVO AV
E

STARFLOWER ST
AM
BER
DR

PHEASANT KNOLL RD

WALTERS ST
INDIAN
CANYON
CIR
CEDANO
LN

FULLERRANCH
RD

PRAIRIE SMOKE RD

LUNA ST

ORCHID DR

COLEMAN CT

OLMSTEAD ST

COTTAGE
GROVE
DR

KALY CT

SIENNA PL

ITHICA DR

GULFSTREAM CT

FALLSGROVE DR

EDINBURGH RD

CAXTON ST

ANJOU ST

ALTFILLISCHCT
GRANJA
VISTA
DEL
RIO

DORSETT GOLDEN ST
COYOTE
TRAIL
LN

SUMTER ST

NIGHTINGALE CT

STILLBRO
OK
W
AY

MALLORY CT
IRON

HORSELN
M

ADDOX CT
W

OLFHOUND ST

PINTAIL LOOP

MORNING
HILLS
DR
TIG
ARD
LN

CAYUGA W
AY
CORONA

VALLEYAVE

HEISLER ST

STERN CT

SANDHILL CRANE RD

GOOSE ST

FALL CREEK DR

EVERGLADES ST

L A PRADERA WAY
HILL

GROVEST

PORT ARTHUR DR

FOXPOINT
CT
BENGAL
WAY

BLOSSOM WAY
M

ULAN ST

CONCERTO DR

NARCISSE
DR

PRIMROSE RD

BLUE RIBBON LN

SETTLERS

RIDGECT

REDWOOD VALLEY RD

HONEY B
RO
O
K
CT

STRATUS CT

CHANNEL CT

VILLAGE DR

COLDBROOK CIR
HAM

NER AVE

SIMAS CT

MEADOWVALE ST

BLUEBELL
ST

TERP CT

BLUE CRAB CT

JERSEY ST

LANCELO
T
DR
NO

RTHLANDS RD

FLAGSTAFF DR

LEIGHTON
DR

ALDERGATEDR
GYPSUM
CREEK
DR
HO

LLYHEATH CT
W
HITEW
ELL RD

FIELDMASTER ST

FAIRLANE AVE
GR
O

UND IVY CT

HIDDEN WATER RD

TABLE BLUFF CIR

BALLAD DR
PEACH
AVE
W
HITE

CLOVER WAY

CANTERW
O
O
D CT

CEDAR GROVE CT

ROUNDWOOD DR

RETRIEVER ST

SELBY AVE
VALLEY
CREEK
ST

ORTEGA CT
CLEM
SON
DR
DOVE
VALLEY
W
AY

ANNA CT
W

ILD LUPINE RD

RUNYON DR

HARVEST VALLEY AVE

CABRILLO
WAY

SYMPHONY DR

ANZA VISTA CT
ASHW
ELL CT

LEILANI CT

FAIRCHILD DR

ANNANDALEPL

BRIDGEWATER DR LIVEOAKDR

HEISLER ST
RONDO
DR

DEL REY CT

SWAN LAKE AVE

BEECHWOOD CT

EVERGREEN DR

SERENADEDR
RAE CT
HOOPER
BAY
RD

LINDSEY CT

CANDRA DR

ALDERWOOD AVE

ROSELAICT

VILLA RO
SA CT
COBBLE
CREEK
DR

PLAYFAIRW
AY

GOLD CREEK DR

BECKER DR
SW
IFTW
ATER
CT
HOP
CLOVER
RD

GOLDEN NECTAR CT

FOXHOLLOW CIR

PIMLICO
PL

SOLEIL DR

KENTON PL

ENCLAVEDR

HAWTHORNE AVE

PATTISONST
ELM
GROVE
AVE
W

ILDFLOWER
CT
MULAN
ST

CHLOECT

WIND CHIME PL
ELIAS
ST

MONET DR

EASTVALEPKW
Y

THERESA ST

CATTLEMAN
DR

THOROUGHBRED CT

OPERA CT

LOURENCO LN
EMM
ERDALE
ST

CAROLINAS
LN

BRAMBLE ST

GREENRIVER DRM

OONFLOW
ER
DR
M
C
KENZIE
CT

ACEY ST
LEANNE
ST

PIAZZA CT

KIWI AVE

LINNEA ST
ANGUS
ST

TREASURE
DR
OLD
PEAK
LN
ROSEW
OOD W
AY

HIDDEN VALLEY ST

PEACH GROVE LN

CORTLAND ST

WOODLANDS ST

COOL SPRINGS ST

LILYROSE STBEAVER CREEK DR

FESTIVAL
W
AY

OLITE DR

HAZELNUT DR

GLORY DR
BAY ST

BURBANK RD
ALPINE
ST

COFFEEBERRY DR

STAFFORD ST

CRIPPLE CREEK
DR

SNOWDROP ST

NUT GROVE AVE

KOURTNEY CT

NICOLE CT

PRAIRIE ISLAND CIR PARKWOOD AVE
STONE
BROOK
DR

RIO LOBO CIR

LONSDALE
CT

STONEGATE DR
M

AGGIE LN

FOOTHILL DR

JACK LN

DANDELION ST

FUJI ST

ANGELINE
FALLS
W
AY
W
HITE M

ESA CIR
W

ESTERLY W
AY

SPINDLEW
OOD DR

LAURELWOODAVE

MANDEVILLE CT

ROCKROSE CT CANYON CREST
W

OODPIGEON
RD

SUNGOLD AVE
PINEW
OOD CT

DEER CANYON

LIMESTONE LN
RED
G
OLD
ST

DESI LN
VALLEY
M
EADO
W
AVE

LONGHORNEDR
JASPER
DR
W

HISPERW
IND DR
PEAR
AVE

PROSPECTOR CT

MURWOOD

COOL MEADOW DR

BLACK HORSE ST

MEADOWBROOK LN

CLORIS ST

BRIAR ST

NORWEGIAN ST

HUNGARIAN ST

SUNNY BROOK LN

MUSTANG ST

PADDLEW

HEEL DR

ELDERBERRY
AVE

LEMON VALLEY
AVE

SILVERW
OOD DR

CAMPOLINA DR

CARNATION ST

BRIGHT WATER CIR

TURF PARADISE ST
W

ILD ROSE DR

EAGLE RIVER RD
O
SAG
E
RIVER
CT

LUCITE DR
RIVER
DO
W
NS DR
GOLDEN
CLUB
DR

ANNIKA W
AY

MAISEY CT
HARROW
ST
PARK
CIR

EXCELSIOR
DR

RIVER BANK LN

THISTLEDOW
N ST

LYONNAIS ST
M
APLE
GLEN
DR

ROLLING STREAM PL

PAINTED CANYONDR
JAM
ESTOW
N AVE

ASTERLEAF LN

WIND RIVER RD

PINENUT PATH

BITTERSWEET LN

PROMONTORY LN

SILAS PHELPS DR

ARCADIA
ST

CATALINA ST
KING

SLEY CT

BASHKIR ST

LANDINGCT
CLEM

ENTINE DR

AGOURA ST
GAM
EBIRD
ST

EASTERNSHORE DR

RICK LN

AVENLY GLEN WAY
PEBBLE
CREEK
DR

CYPRESS DR

SUGARLOAF DR

ROARING CREEK CIR

BLACKBIRD LN

SERENITY
FALLS
RD

GOLDENROD DR

REDHAVEN
ST
M
EEKER
DR

ALDER DR

GARDENIACT

FALCON RIDGE RD

WISEMANDR

LOST HORSE RD

CAIRO CT

RAINIER AVE
W

INCHESTER CIR

WOODSIDE ST

JIMSONCT

EMMERGLEN WAY

WALTERS ST

CARROLLTON PL
CANOPY
LN

VERNAZZA
PL

NECTARINE AVE

BRIDAL TRAIL CIR

SONGSPARROW RD
W

OODRUSH W
AY

BRIDGE ST

BODINEWAY

SCHOLAR W
AY

HOLLOWBROOK WAY

TIBURON
DR
TOM
SAW
YER W
AY

SHORTHORN DR

SCOUT RANCH RD
TANG
ER LN
M
AX W
AY

RIVERRUN
CT

EMPIRE CT
PETER
W
ILKS
CT

HUDSON RIVER DR

BODEGA CT
YUM

A TERRACE CT

COLEBROOK DR

DALEBROOK DR

WHISPERING HILLS DR
DELAW

ARE RIVER DR
LARSEN
BAY
ST

VIENNA DR

DEER CREEK DR

BURBANK RD

SANSOME CT

TRACEY WAY

ALTAIR CT

PRESIDIO
RD
SEQ
UIN CT

BOULDER
CREEK
DR

NORDLAND DR

APPLE GROVE CT

FEATHER DR

BABBLING BROOK WAY

STOCKTONDR

RIVER RD

HIGHLAND
DR
HELLM
AN AVE

VERONA PL

CLEVELAN

D BAY CT

CACTUS FLOWER ST

RIO GRANDE DR

RIVERGLEN
CT

JASPER LOOP

VIVA DR

IBIS DR
STAM

PEDE ST
W

OODGLEN LN
FOW
LER LN

LAVONDA ST

TOPEKA CT

MCINTOSH CT

KAYAK ST
M

ACKINAW
CT

CAMPFIRE PL

EASTER BAY DR

KERN RIVER DR

DEARBORN ST

PRELUDE ST
REDOAK
DR
TOURM
ALINE
DR
CITRUS

VALLEYAVE

SLEEPY CREEK DR

SERENITY
ST
LOW
ER
CREEK
ST
FERN
CT

FOREST WIN D ST

ARCTICFOXAVE

HOLLAND CT
PINEG
ROVE
PL
TARPAN
CT
W

OOD CANYON CT

ASHFORD M
ILL CT

CREEKSANDCT

SAN REMODR

RIVERBOAT DR

BETHANY CT

WANDERING RILL CT

GRAY HAW K CT

SYDNEY CT

COYOTE VALLEY ST

PERKINS CT

CANTERCOVECT

NORIC CIR

ELLA DR

GREENBELT RD

CASABLANCA CT
M
ARK TW
AIN CT

JANTINA CT

POPPY VIEW CT
PARK
CIR
ROSINE
DR

BRANT CT
A ST

KRISTI LYNN CT

FAIRLANECIR
EG

YPTIAN CT
ROSE M

ARIE LN
LIM
ONIUM
LN

SPRINGCREST
ST

ARCHIBALD AVE

SPRINGWATER LN

BELYNN CT

BLUEFIELD CT

SMITH RIVER RD

MAYBERRY CIR

CORNFLOW
ER CT

CITRUS ST

ASPEN GROVE RD

RUNNING DEER CI R

CURRENT DR
PLUM
AVE

SPRUCE GROVE CT

EAGLEBLUFF LN
JAKE W
AY

BLUE ASH CT
CHERRY
CREEK
CIR

HEATHER LEE ST

JANELLE CIR

BLACKHAWK RD
HAZEL
ST

CRESCENDO
CT
FALL W
AY

LARKSPUR
AVE

RIVERGLEN DR

PRAIRIECREEK PL

REPOSACT

ALEXANDRIA AVE

FLEUVE CIR

SHINKLE DR

VANDEWATER
ST

STRATUS ST
DELAW
ARE
PARK
CT

SORRELLN

GINGER DR

PINE GROVE LN
W

HITE OW
L CT

RIVERBOAT DR

LAKESHOREST

MILANA DR

RICO CT

GINKO CT
AGUA

CLARACIR

FREESIA CT

BRASS RING LN
E
LK

GROVE DR
KAW
EAH CT
ANG

ELS CAM
P CT

PERRY ANN CIR

DOLLY CT

LAUREL CT

SHALLOW BROOK CT

COLDWATER CT

CHARIOT RD

SADDLE CIR

EAST CREEK CT

HENRY ST

EMERALD CANYONCT

PARK CITY DR
BRO

OKSHIRECT

TWIN CREEK CT
LAS
BRISAS
CT

SILVER SADDLE CT

BRUSH CREEK CT
G
ING
ERW
OOD CT
M
OO
NFLO
W
ER
CT

HEATHERWOOD DR

RIVER DOWNS ST
RUBY
GIANT
CT

SOFTWOOD CT

MOSSWOOD CT

TALASI DR

CRIO LLA CIR

BERTS WAY

CANTATA DR

ALDER BROOK LN
S
AGE
W
REN
CT
CASA
DE
M
ARIA
CT

MILTON ST

STILLBROOK W
AY

BARNETT LN

PAUL ST

ROCK ROSE CT

OLDGROVE CIR
LOST
RIVER
RD
M

IDNIGHT
ROSE
CIR

WAGON CREEK WAY

SUNRISECIR
W

HIPPET ST

BLACK FOREST DR

TENNESSEE
RIVER
CT
FISKE
DR

ELYSIAN
CT

AQUILA WAY

QUARRYCREEKCT

ALPACACT

RUBY CANYON DR

RIVERBOAT DR

MERIDIAN ST
M
USK

MALLOWCT
ARM
OUR
CIR
M
ORNING
M
IST
DR
RO
YAL
DIAM
OND
CT
W

ESTCLIFF
W
AY

CHAMPION WAY

CRAIGBURN CIR

ALEXANDRIA AVE
SPICEW
O
O
D CIR

JAMBOREE DR
ELYSSE
ST

ROWEN CT

FLORENCE ST

REBECCA RYAN CT
JAM
ES
RIVER
DR

HUNTERS RUN CT

BALDEAGLEDR
RAFT
CIR
IVY
SPRING
S
CT

SKOKORAT CT

TERRITORY
LN

THISTLE
ST

MARBLEWAY
ERICA
CT

GRAPEWINST

SCHLEISMAN RD

FARMBOROUGHCT
SW
ISS CT

AUTUMNCREEKCT

TRINITY DR

WATERVILLECT

RIVER RD

DEW DROP CT

SNAPDRAGON ST

CHANDLER ST

PERSIMMON CT
BARW
ICK
CT
M

ADERA CT

PLUMMER CREEK
CT

CANOE DR

HOLLYWOOD AVE

SILENT STREAM CT
ROSS
ST

FABIOLA LN

COLUMBIA LN

SALINE DR

COMFORT COVE LN

RIVERTRAILS DR

BISONCT

ESTANCIALN

ORCHARD DR

RASPBERRY CT
W

ATERLILY CT
SW

EET CLO
VER CT
W

INTERBERRY W
AY

COLONIAL
DOW
NS
ST

ROCKCANYON CT

OOSTEN FARMS RD

DEERPATH CIR

POINTER LOOP

OAKHURST
ST

DAIRY ST
SW

AN CREEK DR

KAMELIA ST

BREEZE LN

ANDARAVIDA
RD
W

INDFLOWERCT
COLLEG

E PARK DR
DAPHNE
ST

BURRINGTON ST
DEL
MARCIR

CLEVELAND AVE
HOM

ECOMING DR

CLEAR CANYON
CT
FOURW
INDS
CT

LEGATO CT

TURTLE M

OUNTAIN CIR

EAGLE NEST CT

EVERT DR
G

ERTRUDIS CT
M

ASSYHARRI S WAY
HEAR

T HSTO N
E
CIR

GLOVER CT

STAR GAZER CT

HAIDER CT

KNOWLWOOD CT

IRIS CT
POM

EGRANATE CT

LAVENDER ST

LOWELL ST

CASTLE RD
W

ILD LILAC CT

GOLDCRES T LN

ROCK CREEK CT

GREY HERON CT

LOKAI CT

HALL AVE
RIVER
RD

BRISTOL BAY CIR

SAGEMONT CT
M
O
ON FLO
W
ER DR
BLUE M
IST CT

DRAKE DR

MEADOWSWEETDR
RED

CARDINALCT
BULL

THISTLE
CT

TIGER HORSE CIR

FRANKLIN LN

EL DORADO DR
BRAM
A ST

BARON DR

GRAYLING DR
TW
INSPUR
CT
KISOCT

DAFFODIL CT

LILAC CT

BRYSON AVE

LOTUS ST
LEM
ON G

RASS AVE

WARM CREEK CT
CARICT

ROSEBAY
CT

STARFLOWER CT
POTTER
VALLEY
DR

VERNAL SPRING CT

SHADY KNOLL DR

RYAN LN

JEANNIE ANN CIR

FERN CRE EK
CT

DEEPWATER BEND RD

BRIANHEAD
DR

PANTANERIO
DR

APPLEMOSS CT

POTTER CREEK DR

SILVERW
EED
W
AY

SADDLETREE
CT
LOST
FORT
PL

SCHOLAR W
AY

SCHLEISMAN RD

HUNTER RD

SAN ALISO CT
LA
M
ESA
ST
GRE E
N
GRASS
CT

CELEBRATION DR

HAVENHURST ST
BRANCH
CT

SEASIDE
ST

LOS ROBLES CT
SAND
DUNES
ST

ARMADILLO
DR

ANNEBURY DR
BRIGHT
GEM
CT

BLAZING STAR DR

DAYBREAK DR

PERIDOTCT

TAYLOR W
AY
M
EURICE
CIR
EM
ERALD
DOW
NSST

JARDENE ST

CORALWOODCT

DUSTYTRAIL RD

LYNDSEY ST

EDGEWOODDR

PHEASANT WAY
OHIO

RIVER DR

WOODLAND DR

BEACONSFIELD LN

ENGLISH SETTER ST

BORGES ST

SILVEIRA ST

ICELANDIC
ST

EL PRADO AVE

KAISHA ST
LAKE

SPRINGS
ST
W
HITEW

ATER ST

BUCKHART ST

LAUREL ST
W

HITHERS
W
AY
COSM
OS ST
BURROW
S
W
AY
M
EADOW
RIDGE
M
ISTY M
EADOW
RD
PASO
FINO
ST

TIGER LILY CT

BROOKTREE ST
ST A
NDING
ROCK
RD

SHEFFIELD
ST

AMBERVIEW PL

AMBERSKYWAY
DOCK
DR

SUMMIT DR
W

INDROSEAVE

NORTH SHORE DR

LIMONITE AVE
I 15
I 15

KENDRA LN

BRAYTON AVE

PROVIDENCE WAY
I15
I 15

MONTEREY
CIR

VILLAGE
DR
Mill Creek
Cucam
onga Creek

DAIRYLAND
PARK
MCCUNE
FAMILY
PARK
RIVER
TRAILS
PARK
HARADA

HERITAGE
PARK

ORCHARD
PARK

VERNOLA PARK
JAMES

C HUBER
PARK
RIVER

WALK PARK

HARMONY PARK

LIMONITE

MEADOWS
PARK
CEDAR

CREEK PARK
PACER
PARK

SILVERLAKES
PARK

CAMBRIA PARK
CLARK
PARK

SUNDANCE PARK

FAIRVIEW PARK

MOUNTAIN

VIEW PARK

MOON RIVER
PARK

PROVIDENCE

RANCH PARK
KIPS
KORNER
PARK
TED
BROOKS
PARK

DELAWARE

GREENBELT PARK

HALF MOON
PARK

DEER CREEK
PARK
NEIL
SNIPES
PARK

MAKIN/SHEARER

SPORTS COMPLEX

STAGECOACH

PARK FUTURE

AMERICAN

HEROES PARK

COMMUNITY

CENTER PARK
LAKE

NORCONIAN

SWAN LAKE

CITY OF EASTVALE
S a n B e r n a r d i n o C o u n t y
E a s t v a l e C i t y L i m i t s
HAM

NER AVERIVERSIDE DR

BELLEGRAVE AVE

CANTU-GALLEANO RANCH RD

MISSION BLVD
I 15
HAM

NER AVE
M

ILLIKEN AVE
HW
Y 60

MISSION BLVD
GOO
DM
AN W
AY

RIVERSIDE DR

BELLEGRAVE AVE

SHARP ST

MICRO DR

HARVEST DR

SAMANTHA DR

CAMBRIA DR

DAYBREAK DR

GATHERING PL

PHILADELPHIA AVE

HARMONY DR

HOMECOMING
CIR

GREYSTONE DR
HWY 60
I 15

MISSION BLVD

PHILADELPHIA AVE
HWY 60
HWY 60
Eastvale MDP Ln E2 Stg 2 BsnEastvale MDP Ln E2 Stg 2 Bsn §¨¦15
ÄÅ60
ÄÅ60
Path: G:\DATA\EASTVALE\ROADWAY_MAINTENANCE\SS_Differences\0221\Street_Network_SS.mxd 5 0 2000 40001000
Feet
0 0.25 0.5
Miles
Note:

1. Pursuant to Section 12.08.260 of the Eastvale Municipal Code, no excavation shall be permitted within any street that has been reconstructed, or resurfaced by the department or any other owner or person in the preceding five-year period unless exceptions apply (see Section 12.08.260). There are more strict terms conditions for replacement of the asphalt or concrete on streets with a moratorium in place.

2. Dashed line type/filled area with diagonal hatch indicates Rubberized Asphalt/Slurry. * Years remaining until moratorium expires. See Moratorium list for restriction end date.

UPDATED MARCH 2022
Privately owned and
maintained
2024 PAVEMENT RESURFACING PROJECT

LOCATION MAP
Street to receive cape seal
or slurry seal
Legend
East
Norc

BARON DR
2ND ST
2ND ST
I15
N
I15
S
DGER
LN
BENGAL
WAY
B
RIVER
RD

ARMADILLO
DR
PACER
PARK

SUNDANCE PARK

FAIRVIEW PARK
KIPS
KORNER
PARK
TED
BROOKS
PARK

MAKIN/SHEARER

SPORTS COMPLEX

STAGECOACH

PARK FUTURE
LAKE

NORCONIAN
BELLEG

CANTU-GALLEANO
I 15
HAM

NER AVE
GOO
DM
AN W
AY

BELLEGRAVE AVE

MICRO DR

HARVEST DR

CAMBRIA DR
DAYBR

GATHERING PL

HARMONY DR

HOMECOMING
CIR
Eastvale MDP Ln E2 Stg 2 BsnEastvale MDP Ln E2 Stg 2 Bsn §¨¦15
Path: G:\DATA\EAS
5 0 2000 40001000
Feet
0 0.25 0.5
Miles
Street to Receive Type II
Slurry Seal
421

CONTRACT AGREEMENT

BETWEEN

THE CITY OF EASTVALE
AND
AMERICAN ASPHALT SOUTH, INC.

This Agreement for Construction Services (“Agreement”), is made and entered into this ___ day of ________, 2024, by and between the City of Eastvale, a California general municipal corporation organized under the laws of the State of California with its principal place of business at 12363 Limonite Ave., Suite 910, Eastvale, California (“City”) and American Asphalt South, Inc., a California (partnership, limited partnership, corporation, etc.) (“Contractor”).

SECTION 1. RECITALS
A. City is a municipal corporation organized under the laws of the State of California, with power to contract for services necessary to achieve its purpose.

B. Contractor is a professional contractor, experienced in providing pavement rehabilitation and overlay services and is familiar with the plans of the City.

C. City desires to engage Contractor to construct public improvements associated with the Project #94001-2024 Residential Slurry Seal Project as set forth herein D. Contractor has obtained, and delivers concurrently herewith PERFORMANCE

BOND, PAYMENT BOND, INSURANCE DOCUMENTS AND OTHER
CERTIFICATIONS as required by the Contract.

SECTION 2. INCORPORATION OF DOCUMENTS
This Contract includes and hereby incorporates in full by reference the following documents, including all exhibits, drawings, specifications and documents therein, and attachments and addenda thereto: Project Specifications for the 2024 Residential Slurry Seal Project.

SECTION 3. SCOPE OF WORK
A. Contractor’s Basic Obligation; Scope of Work. Contractor promises and agrees, at its own cost and expense, to furnish to the Owner all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately complete the Project #94001-2024 Residential Slurry Seal Project, including all structures and facilities necessary for the Project or described in the Contract (hereinafter the "Work" or "Project"), for a Total Contract Price as specified pursuant to this Contract. All Work shall be subject to, and performed in accordance with the above referenced documents, as well as the exhibits attached hereto and incorporated herein by reference. The plans and specifications for the Work are further described in the Exhibits attached hereto and incorporated herein by this reference. Special conditions, if any, relating to the Work are described in the Exhibits attached hereto and incorporated herein by this reference.
422
2 B. Change in Scope of Work Any change in the scope of the Work, method of performance, nature of materials or price thereof, or any other matter materially affecting the performance or nature of the Work shall not be paid for or accepted unless such change, addition or deletion is approved in advance and in writing by a valid change order executed by the City.

SECTION 4. PERIOD OF PERFORMANCE AND LIQUIDATED DAMAGES Contractor shall perform and complete all Work under this Contract within 25 working days , beginning the effective date of the Notice to Proceed ("Contract Time"). Contractor shall perform its Work in strict accordance with any completion schedule, construction schedule or project milestones developed by the City. Contractor agrees that if such Work is not completed within the aforementioned Contract Time and/or pursuant to any such completion schedule, construction schedule or project milestones developed pursuant to provisions of the Contract, it is understood, acknowledged and agreed that the City will suffer damage. Since it is impractical and infeasible to determine the amount of actual damage, it is agreed that the Contractor shall pay to the City as fixed and liquidated damages, and not as a penalty, the sum of Fifteen Hundred Dollars ($1,500) per day for each and every calendar day of delay beyond the Contract Time or beyond any completion schedule, construction schedule or Project milestones established pursuant to the Contract.

SECTION 5. STANDARD OF PERFORMANCE
Contractor shall perform all Work under this Contract in a skillful and workmanlike manner, and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Work. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Work assigned to them.

Finally, Contractor represents that it, its employees and its subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Work, and that such licenses and approvals shall be maintained throughout the term of this Contract. Any employee who is determined by the City to be uncooperative, incompetent, a threat to the safety of persons or the Work, or any employee who fails or refuses to perform the Work in a manner acceptable to the City, shall be promptly removed from the Project by the Contractor and shall not be re-employed on the Work.

SECTION 6. CONTROL AND PAYMENT OF SUBORDINATES; CONTRACTUAL

RELATIONSHIP
City retains Contractor on an independent contractor basis and Contractor is not an employee of City. Any additional personnel performing the work governed by this Contract on behalf of Contractor shall at all times be under Contractor's exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance under this Contract and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers' compensation insurance.

SECTION 7. CITY’S BASIC OBLIGATION
City agrees to engage and does hereby engage Contractor as an independent contractor to furnish all materials and to perform all Work according to the terms and conditions herein contained for the sum set forth above. Except as otherwise provided in the Contract, the City shall pay to Contractor, as full consideration for the satisfactory performance by the Contractor of the services 423
3 and obligations required by this Contract, the above referenced compensation in accordance with compensation provisions set forth in the Contract.

SECTION 8. COMPENSATION AND PAYMENT
A. Amount of Compensation. As consideration for performance of the Work required herein, City agrees to pay Contractor the Total Contract Price of Nine Hundred Twelve Thousand Twenty-Seven Dollars and Forty-Five Cents ($912,027.45) plus a 10% contingency of $91,202.75 for a total of $1,003,230.20 ("Total Contract Price") provided that such amount shall be subject to adjustment pursuant to the applicable terms of this Contract or written change orders approved and signed in advance by the City.

B. Payment of Compensation. If the Work is scheduled for completion in thirty (30) or less calendar days, City will arrange for payment of the Total Contract Price upon completion and approval by City of the Work. If the Work is scheduled for completion in more than thirty (30) calendar days, City will pay Contractor on a monthly basis as provided for herein. On or before the fifth (5th) day of each month, Contractor shall submit to the City an itemized application for payment in the format supplied by the City indicating the amount of Work completed since commencement of the Work or since the last progress payment. These applications shall be supported by evidence which is required by this Contract and such other documentation as the City may require. The Contractor shall certify that the Work for which payment is requested has been done and that the materials listed are stored where indicated. Contractor may be required to furnish a detailed schedule of values upon request of the City and in such detail and form as the City shall request, showing the quantities, unit prices, overhead, profit, and all other expenses involved in order to provide a basis for determining the amount of progress payments.

City shall review and pay all progress payment requests in accordance with the provisions set forth in Section 20104.50 of the California Public Contract Code. No progress payments will be made for Work not completed in accordance with this Contract.

SECTION 9. CONTRACT RETENTIONS
From each approved progress estimate, five percent (5%) will be deducted and retained by the City, and the remainder will be paid to Contractor. All Contract retainage shall be released and paid to the Contractor and subcontractors pursuant to California Public Contract Code Section 7107.

SECTION 10. OTHER RETENTIONS
In addition to Contract retentions, the City may deduct from each progress payment an amount necessary to protect City from loss because of: (1) liquidated damages which have accrued as of the date of the application for payment; (2) any sums expended by the City in performing any of Contractor's obligations under the Contract which Contractor has failed to perform or has performed inadequately; (3) defective Work not remedied; (4) stop notices as allowed by state law; (5) reasonable doubt that the Work can be completed for the unpaid balance of the Total Contract Price or within the scheduled completion date; (6) unsatisfactory prosecution of the Work by Contractor; (7) unauthorized deviations from the Contract; (8) failure of the Contractor to maintain or submit on a timely basis, proper and sufficient documentation as required by the Contract or by City during the prosecution of the Work; (9) erroneous or false estimates by the Contractor of the value of the Work performed; (10) any sums representing expenses, losses, or damages as determined by the City, incurred by the City for which Contractor is liable under the Contract; and 424
4 (11) any other sums which the City is entitled to recover from Contractor under the terms of the Contract or pursuant to state law, including Section 1727 of the California Labor Code. The failure by the City to deduct any of these sums from a progress payment shall not constitute a waiver of the City's right to such sums.

SECTION 11. SUBSTITUTIONS FOR CONTRACT RETENTIONS
In accordance with California Public Contract Code Section 22300, the City will permit the substitution of securities for any monies withheld by the City to ensure performance under the Contract. At the request and expense of the Contractor, securities equivalent to the amount withheld shall be deposited with the City, or with a state or federally chartered bank in California as the escrow agent, and thereafter the City shall then pay such monies to the Contractor as they come due. Upon satisfactory completion of the Contract, the securities shall be returned to the Contractor. For purposes of this Section and Section 22300 of the Public Contract Code, the term "satisfactory completion of the contract" shall mean the time the City has issued written final acceptance of the Work and filed a Notice of Completion as required by law and provisions of this Contract. The Contractor shall be the beneficial owner of any securities substituted for monies withheld and shall receive any interest thereon. The escrow agreement used for the purposes of this Section shall be in the form provided by the City.

SECTION 12. PAYMENT TO SUBCONTRACTORS
Contractor shall pay all subcontractors for and on account of work performed by such subcontractors in accordance with the terms of their respective subcontracts and as provided for in Section 10262 of the California Public Contract Code. Such payments to subcontractors shall be based on the measurements and estimates made and progress payments provided to Contractor pursuant to this Contract.

SECTION 13. TITLE TO WORK
As security for partial, progress, or other payments, title to Work for which such payments are made shall pass to the City at the time of payment. To the extent that title has not previously been vested in the City by reason of payments, full title shall pass to the City at delivery of the Work at the destination and time specified in this Contract. Such transferred title shall in each case be good, and free and clear from any and all security interests, liens, or other encumbrances.

Contractor promises and agrees that it will not pledge, hypothecate, or otherwise encumber the items in any manner that would result in any lien, security interest, charge, or claim upon or against said items. Such transfer of title shall not imply acceptance by the City, nor relieve Contractor from the responsibility to strictly comply with the Contract, and shall not relieve Contractor of responsibility for any loss of or damage to items.

SECTION 14. DISPUTE RESOLUTION
Any separate demand by Contractor for the payment of money or damages shall be resolved in accordance with Public Contract Code Sections 20104 et seq., if applicable.

SECTION 15. TERMINATION
This Contract may be terminated by City at any time by giving Contractor three (3) days advance written notice. In the event of termination by City for any reason other than the fault of Contractor, City shall pay Contractor for all Work performed up to that time as provided herein. In the event of breach of the Contract by Contractor, City may terminate the Contract immediately without notice, may reduce payment to the Contractor in the amount necessary to offset City's resulting 425
5 damages, and may pursue any other available recourse against Contractor. Contractor may not terminate this Contract except for cause.

In the event this Contract is terminated in whole or in part as provided, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. Further, if this Contract is terminated as provided, City may require Contractor to provide all finished or unfinished documents, data, diagrams, drawings, materials or other matter prepared or built by Contractor in connection with its performance of this Contract.

SECTION 16. COMPLETION OF WORK
When the Contractor determines that it has completed the Work required herein, Contractor shall so notify City in writing and shall furnish all labor and material releases required by this Contract.

City shall thereupon inspect the Work. If the Work is not acceptable to the City, the City shall indicate to Contractor in writing the specific portions or items of Work which are unsatisfactory or incomplete. Once Contractor determines that it has completed the incomplete or unsatisfactory Work, Contractor may request a re-inspection by the City. Once the Work is acceptable to City, City shall pay to Contractor the Total Contract Price remaining to be paid, less any amount which City may be authorized or directed by law to retain. Payment of retention proceeds due to Contractor shall be made in accordance with Section 7107 of the California Public Contract Code.

SECTION 17. CITY’S REPRESENTATIVE
The City hereby designates the City Engineer, or his or her designee, to act as its representative for the performance of this Contract ("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Contract. Contractor shall not accept direction or orders from any person other than the City's Representative or his or here designee.

SECTION 18. CONTRACTOR’S REPRESENTATIVE
Before starting the Work, Contractor shall submit in writing the name, qualifications and experience of its proposed representative who shall be subject to the review and approval of the City ("Contractor's Representative"). Following approval by the City, the Contractor's Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Contract. The Contractor's Representative shall supervise and direct the Work, using his best skill and attention, and shall be responsible for all construction means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Work under this Contract. Contractor's Representative shall devote full time to the Project and either he or his designee, who shall be acceptable to the City, shall be present at the Work site at all times that any Work is in progress and at any time that any employee or subcontractor of Contractor is present at the Work site. Arrangements for responsible supervision, acceptable to the City, shall be made for emergency Work which may be required. Should Contractor desire to change its Contractor's Representative, Contractor shall provide the information specified above and obtain the City's written approval.

SECTION 19. CONTRACT INTERPRETATION
Should any question arise regarding the meaning or import of any of the provisions of this Contract or written or oral instructions from City, the matter shall be referred to City's Representative, whose decision shall be binding upon Contractor.
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6 SECTION 20. LOSS AND DAMAGE
Contractor shall be responsible for all loss and damage which may arise out of the nature of the Work agreed to herein, or from the action of the elements, or from any unforeseen difficulties which may arise or be encountered in the prosecution of the Work until the same is fully completed and accepted by City. However, Contractor shall be responsible for damage proximately caused by Acts of God, within the meaning of Section 4150 of the Government Code, only to the extent of five percent (5%) of the Total Contract Price as specified herein. In the event of damage proximately caused by "Acts of God," the City may terminate this Contract upon three (3) days advanced written notice.

SECTION 21. INDEMNIFICATION
A. Indemnification. Contractor shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Contractor, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Contractor shall defend, at Contractor’s own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Contractor shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents or volunteers.

B. General Indemnification. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Contractor in the performance of this Agreement. In the event Contractor fails to obtain such indemnity obligations from others are required here, Contractor agrees to be fully responsible according to the terms of this section. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth here is binding on the successors, assigns or heirs of Contractor and shall survive the termination of this Agreement or this section.

SECTION 22. INSURANCE
Prior to the beginning of and throughout the duration of the Work, Contractor will maintain insurance in conformance with the requirements set forth below. Contractor will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Contractor agrees to amend, supplement or endorse the existing coverage to do so. Contractor acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds in excess of the limits and coverage required in this Agreement and which are applicable to a given loss, will be available to the City. Contractor shall provide the following types and amounts of 427
7 insurance:

A. Commercial General Liability Insurance using Insurance Services Office “Commercial General Liability” policy form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 per occurrence for all covered losses and no less than $2,000,000 general aggregate.

B. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less than $1,000,000 per accident. If Contractor owns no vehicles, this requirement may be satisfied by a non-owned auto endorsement to the general liability policy described above. If Contractor or Contractor’s employees will use personal autos in any way on this project, Contractor shall provide evidence of personal auto liability coverage for each such person.

C. Workers Compensation on a state-approved policy form providing statutory benefits as required by law with employer’s liability limits no less than $1,000,000 per accident or disease.

D. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages.

Any such coverage provided under an umbrella liability policy shall include a drop down provision providing primary coverage above a maximum $25,000 self-insured retention for liability not covered by primary but covered by the umbrella. Coverage shall be provided on a “pay on behalf” basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured’s liability is determined, not requiring actual payment by the insured first. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to City for injury to employees of Contractor, subcontractors or others involved in the Work. The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the State of California and with an A.M. Best rating of A or better and a minimum financial size VII.

E. General conditions pertaining to provision of insurance coverage by Contractor.

Contractor and City agree to the following with respect to insurance provided by Contractor:
(1) Contractor agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Contractor also agrees to require all contractors, and subcontractors to do so likewise. (2) No liability insurance coverage provided to comply with this Agreement shall prohibit Contractor, or Consultant’s employees, or agents, from waiving the right of subrogation prior to a loss. Contractor agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise.
428
8 (3) All insurance coverage and limits provided by Contractor and available or applicable to this Agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage.
(4) None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved in writing.
(5) No liability policy shall contain any provision or definition that would serve to eliminate so-called “third party action over” claims, including any exclusion for bodily injury to an employee of the insured or any contractor or subcontractor. (6) All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Contractor shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City’s protection without City’s prior written consent. (7) Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Contractor’s general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Contractor or deducted from sums due Contractor, at City option. (8) Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. Contractor agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will “endeavor” (as opposed to being required) to comply with the requirements of the certificate. (9) It is acknowledged by the parties of this Agreement that all insurance coverage required to be provided by Contractor or any subcontractor, is intended to apply first and on a primary, non-contributing basis in relation to any other insurance or self insurance available to City.
(10) Contractor agrees to ensure that subcontractors, and any other party involved with the project that is brought onto or involved in the project by Contractor, provide the same minimum insurance coverage required of Contractor. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Contractor agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review.
(11) Contractor agrees not to self-insure or to use any self-insured retention’s or deductibles on any portion of the insurance required herein except as disclosed to and approved by the City and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project 429
9 contemplated by this Agreement to self-insure its obligations to City. City expressly approves maintenance by the Contractor of a $100,000 deductible on its current Professional Liability insurance policy.
(12) The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Contractor ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Contractor, the City will negotiate additional compensation proportional to the increased benefit to City.
(13) For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. (14) Contractor acknowledges and agrees that any actual or alleged failure on the part of City to inform Contractor of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard.
(15) Contractor will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this Agreement.

This obligation applies whether or not the Agreement is canceled or terminated for any reason.

Termination of this obligation is not effective until City executes a written statement to that effect. (16) Contractor shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Contractor’s insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages.
(17). The provisions of any workers’ compensation or similar act will not limit the obligations of Contractor under this Agreement. Contractor expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents.
(18) Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive.
(19) These insurance requirements are intended to be separate and distinct from any other provision in this Agreement and are intended by the parties here to be interpreted as such.
(20). The requirements in this Section supersede all other sections and provisions of this Agreement, except Exhibit “D” “Modifications to Contract Documents”, to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 430
10 (21) Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Contractor for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.
(22) Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the work performed under this Agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City.

SECTION 23. BONDS
A. Performance Bond. If specifically requested by City in the Bidding Documents, attached hereto and incorporated herein by reference, Contractor shall execute and provide to City concurrently with this Agreement a Performance Bond in the amount of the total, not-to-exceed compensation indicated in this Agreement, and in a form provided or approved by the City. If such bond is required, no payment will be made to Contractor until it has been received and approved by the City.

B. Payment Bond. If required by law or otherwise specifically requested by City in the Bidding Documents, attached hereto and incorporated herein by reference, Contractor shall execute and provide to City concurrently with this Agreement a Payment Bond in the amount of the total, not-to-exceed compensation indicated in this Agreement, and in a form provided or approved by the City. If such bond is required, no payment will be made to Contractor until it has been received and approved by the City.

C. Bond Provisions. Should, in City's sole opinion, any bond become insufficient or any surety be found to be unsatisfactory, Contractor shall renew or replace the affected bond within 10 days of receiving notice from City. In the event the surety or Contractor intends to reduce or cancel any required bond, at least thirty (30) days prior written notice shall be given to the City, and Contractor shall post acceptable replacement bonds at least ten (10) days prior to expiration of the original bonds. No further payments shall be deemed due or will be made under this Agreement until any replacement bonds required by this Section are accepted by the City. To the extent, if any, that the total compensation is increased in accordance with the Agreement, the Contractor shall, upon request of the City, cause the amount of the bonds to be increased accordingly and shall promptly deliver satisfactory evidence of such increase to the City. To the extent available, the bonds shall further provide that no change or alteration of the Agreement (including, without limitation, an increase in the total compensation, as referred to above), extensions of time, or modifications of the time, terms, or conditions of payment to the Contractor, will release the surety. If the Contractor fails to furnish any required bond, the City may terminate this Agreement for cause.

D. Surety Qualifications. Only bonds executed by an admitted surety insurer, as defined in Code of Civil Procedure Section 995.120, shall be accepted. The surety must be a California-admitted surety with a current A.M. Best’s rating no less than A:VIII and satisfactory to the City. If a California-admitted surety insurer issuing bonds does not meet these requirements, the insurer will be considered qualified if it is in conformance with Section 995.660 of the California Code of Civil Procedure, and proof of such is provided to the City. 431
11 SECTION 24. SAFETY
Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. Contractor shall comply with the requirements of the specifications relating to safety measures applicable in particular operations or kinds of work. In carrying out its Work, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the Work and the conditions under which the Work is to be performed.

Safety precautions as applicable shall include, but shall not be limited to, adequate life protection and life saving equipment; adequate illumination for underground and night operations; instructions in accident prevention for all employees, such as machinery guards, safe walkways, scaffolds, ladders, bridges, gang planks, confined space procedures, trenching and shoring, fall protection and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and adequate facilities for the proper inspection and maintenance of all safety measures. Furthermore, Contractor shall prominently display the names and telephone numbers of at least two medical doctors practicing in the vicinity of the Project, as well as the telephone number of the local ambulance service, adjacent to all telephones at the Project site.

SECTION 25. WARRANTY
Contractor warrants all Work under the Contract (which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any non-conforming materials incorporated into the Work) to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one year (or the period of time specified elsewhere in the Contract or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the Work, whichever is later) after the date of final acceptance, Contractor shall within ten (10) Days after being notified in writing by the City of any defect in the Work or non-conformance of the Work to the Contract, commence and prosecute with due diligence all Work necessary to fulfill the terms of the warranty at his sole cost and expense. Contractor shall act sooner as requested by the City in response to an emergency.

In addition, Contractor shall, at its sole cost and expense, repair and replace any portions of the Work (or work of other contractors) damaged by its defective Work or which becomes damaged in the course of repairing or replacing defective Work. For any Work so corrected, Contractor's obligation hereunder to correct defective Work shall be reinstated for an additional one year period, commencing with the date of acceptance of such corrected Work. Contractor shall perform such tests as the City may require verifying that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of the Contract. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of the Contractor. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the Work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the City, regardless of whether or not such warranties and guarantees have been transferred or assigned to the City by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the City. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Contract, to the reasonable satisfaction of the City, the City shall have the right to correct and replace any defective or non-conforming Work and any work damaged by such work or the replacement or correction thereof at Contractor's sole expense. Contractor shall be obligated to fully reimburse the City for any expenses incurred hereunder upon demand. 432
12 SECTION 26. LAWS AND REGULATIONS
Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Contract or the Work, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Work. If the Contractor observes that the drawings or specifications are at variance with any law, rule or regulation, it shall promptly notify the City in writing. Any necessary changes shall be made by written change order.

If the Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, the Contractor shall be solely responsible for all costs arising there from. Contractor shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Contract, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

SECTION 27. PERMITS AND LICENSES
Contractor shall be responsible for securing, at its own expense, and paying for all permits and licenses necessary to perform the Work described herein.

SECTION 28. TRENCHING WORK
If the Total Contract Price exceeds $25,000 and if the Work governed by this Contract entails excavation of any trench or trenches five (5) feet or more in depth, Contractor shall comply with all applicable provisions of the Labor Code, including Section 6705. To this end, Contractor shall submit for City's review and approval a detailed plan showing the design of shoring, bracing, sloping, or other provisions to be made for worker protection from the hazard of caving ground during the excavation of such trench or trenches. If such plan varies from the shoring system standards, the plan shall be prepared by a registered civil or structural engineer.

SECTION 29. HAZARDOUS MATERIALS AND DIFFERING CONDITIONS As required by Public Contract Code Section 7104, if this Contract involves digging trenches or other excavations that extend deeper than four (4) feet below the surface, Contractor shall promptly, and prior to disturbance of any conditions, notify City of: (1) any material discovered in excavation that Contractor believes to be a hazardous waste that is required to be removed to a Class I, Class II or Class III disposal site; (2) subsurface or latent physical conditions at the site differing from those indicated by City; and (3) unknown physical conditions of an unusual nature at the site, significantly different from those ordinarily encountered in such contract work. Upon notification, City shall promptly investigate the conditions to determine whether a change order is appropriate. In the event of a dispute, Contractor shall not be excused from any scheduled completion date and shall proceed with all Work to be performed under the Contract, but shall retain all rights provided by the Contract or by law for making protests and resolving the dispute.

SECTION 30. UNDERGROUND UTILITY FACILTIES
To the extent required by Section 4215 of the Government Code, City shall compensate Contractor for the costs of: (1) locating and repairing damage to underground utility facilities not caused by the failure of Contractor to exercise reasonable care; (2) removing or relocating underground utility facilities not indicated in the construction drawings; and (3) equipment necessarily idled during such work. Contractor shall not be assessed liquidated damages for delay caused by failure of City to provide for removal or relocation of such utility facilities. 433
13 SECTION 31. PREVAILING WAGES
Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ("Prevailing Wage Laws"), the Davis-Bacon Act of 1931 and 23 USC 113, which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Contractor agrees to fully comply with such Prevailing Wage Laws.

SECTION 32. APPRENTICEABLE CRAFTS
When Contractor employs workmen in an apprenticed craft or trade, Contractor shall comply with the provisions of Section 1777.5 of the Labor Code with respect to the employment of properly registered apprentices upon public works. The primary responsibility for compliance with said section for all apprenticed occupations shall be with Contractor.

SECTION 33. HOURS OF WORK
Contractor is advised that eight (8) hours labor constitutes a legal day's work. Pursuant to Section 1813 of the Labor Code, Contractor shall forfeit a penalty of $25.00 per worker for each day that each worker is permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week, except when payment for overtime is made at not less than one and one-half (1-1/2) times the basic rate for that worker.

SECTION 34. PAYROLL RECORDS
In accordance with the requirements of Labor Code Section 1776, Contractor shall keep accurate payroll records which are either on forms provided by the Division of Labor Standards Enforcement or which contain the same information required by such forms. Responsibility for compliance with Labor Code Section 1776 shall rest solely with Contractor, and Contractor shall make all such records available for inspection at all reasonable hours.

SECTION 35. CONTRACTOR’S LABOR CERTIFICATION
By its signature hereunder, Contractor certifies that he is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Work. A certification form for this purpose, which is attached to this Contract as Exhibit "C" and incorporated herein by reference, shall be executed simultaneously with this Contract.

SECTION 36. LABOR AND MATERIAL RELEASES
Contractor shall furnish City with labor and material releases from all subcontractors performing work on, or furnishing materials for, the work governed by this Contract prior to final payment by City.

SECTION 37. EQUAL OPPORTUNITY EMPLOYMENT
Contractor represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the state or Federal Constitutions. Such non- discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 434
14 SECTION 38. ANTI-TRUST CLAIMS
This provision shall be operative if this Contract is applicable to California Public Contract Code Section 7103.5. In entering into this Contract to supply goods, services or materials, the Contractor hereby offers and agrees to assign to the City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Section 15) or under the Cartwright Act (Chapter 2, commencing with Section 16700, of Part 2 of Division 7 of the Business and Professions Code) arising from purchases of goods, services, or materials pursuant to the Contract. This assignment shall be made and become effective at the time the City tender final payment to the Contractor, without further acknowledgment by the parties.

SECTION 39. NOTICES
All notices hereunder and communications regarding interpretation of the terms of the Contract or changes thereto shall be provided by the mailing thereof by registered or certified mail, return receipt requested, postage prepaid and addressed as follows:

CITY CONTRACTOR
City of Eastvale American Asphalt South, Inc.
12363 Limonite Ave., Suite910 19792 El Rivino Road
Eastvale, CA 91752 Riverside, CA 92509
Attn: Jimmy Chung, City Engineer Attn: Jeff Petty - President Any notice so given shall be considered received by the other party three (3) days after deposit in the U.S. Mail as stated above and addressed to the party at the above address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

SECTION 40. ENTIRE CONTRACT; MODIFICATION
This Agreement, including the attached Exhibits “A” through “F”, the advertised bid documents, associated addendas, is the entire, complete, final and exclusive expression of the parties with respect to the matters addressed therein and supersedes all other agreement or understandings, whether oral or written, or entered into between Contractor and City prior to the execution of the agreement. No prior statements, representations or other agreements, whether oral or written, made by any parties which are not embodied herein shall be valid and binding. No amendment to this Agreement shall be valid and binding unless in writing duly executed by the parties or their authorized representatives.

SECTION 41. TIME IS OF THE ESSENCE
Time is of the essence in the performance of this Contract.

SECTION 42. ASSIGNMENT FORBIDDEN
Contractor shall not, either voluntarily or by action of law, assign or transfer this Contract or any obligation, right, title or interest assumed by Contractor herein without the prior written consent of City. If Contractor attempts an assignment or transfer of this Contract or any obligation, right, title or interest herein, City may, at its option, terminate and revoke the Contract and shall thereupon be relieved from any and all obligations to Contractor or its assignee or transferee. 435
15 SECTION 43. GOVERNING LAW
This Contract shall be governed by the laws of the State of California.

SECTION 44. COUNTERPARTS
This Contract may be executed in counterparts, each of which shall constitute an original.

SECTION 45. SUCCESSORS
The parties do for themselves, their heirs, executors, administrators, successors, and assigns agree to the full performance of all of the provisions contained in this Contract.

SECTION 46. ATTORNEYS’ FEES
If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Contract, the prevailing party in such action shall be entitled to have and recover from the losing party reasonable attorneys' fees and all other costs of such action.

SECTION 47. CLAIMS OF $375,000 OR LESS
Notwithstanding any other provision herein, claims of $375,000 or less shall be resolved pursuant to the alternative dispute resolution procedures set forth in Public Contracts Code 20104, et seq.

SECTION 48. PROHIBITED INTERESTS
A. Solicitation. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Contract. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, City shall have the right to terminate this Contract without liability.

B. Conflict of Interest. For the term of this Contract, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Contract, or obtain any present or anticipated material benefit arising there from.

SECTION 49. CERTIFICATION OF LICENSE
Contractor certifies that as of the date of execution of this Contract, Contractor has a current contractor's license of the classification indicated below under Contractor's signature.

IN WITNESS WHEREOF, each of the parties has caused this Contract to be executed on the day and year first above written.

CITY OF EASTVALE AMERICAN ASPHALT SOUTH, INC.

By: _________________________ By: _________________________ Signature Signature
_________________________ _________________________
436
16 Name Name
_________________________ _________________________
Title Title
Attest: Attest:
_________________________ _________________________
City Clerk Secretary
_________________________
Classification of Contractor’s License
_________________________
Contractor’s License Number
437
EXHIBIT "A" PLANS AND SPECIFICATIONS
The following plans and specifications are incorporated into this Contract herein by this reference:

The work for which this proposal is submitted is for construction in conformance with these bid documents, including any addenda thereto, the contract annexed hereto, and also in conformance with the 2018 Edition of the Standard Specifications for Public Works Construction (Standard Specifications), Riverside County Transportation Department Improvement Standards and Specifications, latest edition, County Ordinance No. 461 and subsequent amendments, the California Department of Transportation Standard Plans and Specifications, 2018 Edition (State Standard) and the Labor Surcharge and Equipment Rental Rates in effect on the date the work is accomplished.

The Plans and Specifications for the work are as follows:
 Advertised bid documents and associated Addendas for: 2024 Residential Slurry Seal Project
438
EXHIBIT "B" BID PROPOSAL
The Bid Proposal from Contractor is attached hereto and incorporated into this Contract. 439
EXHIBIT "C" SPECIAL CONDITIONS
Standard Erosion and Sediment Control Plan Notes:

1. Dust control shall conform to Section 10, “Dust Control”, Section 7-1.01F, “Air Pollution Control”, Section 17, “Watering”, and Section 18 “Dust Palliative” of the State Standard Specifications, Rules no. 401, 402, 403 and 403.1 of the South Coast Air Quality Management District (AQMD), Riverside County Code, Chapter 8.52, “Fugitive Dust Reduction Program For Coachella Valley”, all other applicable Federal and State laws, and the requirements set forth herein.

2. The Contractor is cautioned that failure to control fugitive dust may result in fines being levied by the South Coast Air Quality Management District to both the Contractor and the City of Eastvale, as owner. The Contractor shall be fully responsible for payment of all fines pertaining to air pollution control violations, resulting from Contractor’s operations related to the construction contract, which may be levied against both the Contractor and the City of Eastvale by the AQMD or other regulatory agencies. The Contractor’s attention is directed to Section 7-1.01, “Laws to be Observed” of the State Standard Specifications.

The cost of all fines levied against the City of Eastvale will be deducted from any moneys due or which may become due to the Contractor, unless other payment arrangements are made by the Contractor.

3. Dust control of all of the contractor’s operations is required 24 hours per day, 7 days a week for the duration of the contract, and until the disturbed soil is permanently stabilized.

The Contractor shall take every precaution to prevent emissions of fugitive dust from the project site, from locations of stockpiled materials, from unpaved driving surfaces, from haul vehicles, from inactive construction areas, and from all other operations of the Contractor. The Contractor shall plan for and carry out proper and efficient measures to prevent his operations from producing dust in amounts damaging to property or which constitute a public nuisance, or which cause harm to person living or working in the vicinity of the work. Of particular concern are emissions of PM10 particles, which are fine particulate matter of 10 microns or less and which are associated with sickness and death from respiratory disease.

4. The Contractor shall respond to complaints by mobilizing equipment and personnel at the construction site within 2 hours of each complaint to control fugitive dust.

5. Attention is directed to AQMD Rule 403.1, which applies to all contracts within the City of Eastvale. That AQMD Rule requires the Contractor to take specified dust control actions when prevailing wind speeds exceed 25 miles per hour. Wind forecasts, AQMD Rules and other related information are provided by AQMD at 1-800-CUT-SMOG and at www.aqmd.gov.

6. The Contractor shall utilize the “Best Available Control Measures” of controlling fugitive dust, as prepared by the AQMD. However, if fugitive dust crosses the project boundary, more effective control measures, including the “Best Available Control Measures” shall be implemented.

7. A site specific fugitive dust control plan shall be submitted to the City Engineer for review and approval at least 10 days prior to the start of construction.

8. The fugitive dust control plan shall include the “Reasonably Available Control Measures” and “Best Available Control Measures” of controlling fugitive dust, as may be appropriate and necessary, including by not limited to watering, application of chemical dust 440
20 suppressants, wind fencing, covering of haul vehicles, haul vehicle bed-liners, grading, planting of vegetation, the use of a 24 hour environmental observer, and track-out controls at locations where unpaved construction accesses intersect with paved roads. The use of chemical stabilizers, which are approved by all environmental regulatory agencies, and the use of reclaimed water is encouraged. If water is intended as a primary dust control tool, the dust control plan shall provide for at least one 2,000 gallon water truck for every 4 acres of disturbed soil, unless otherwise approved by the City Engineer.

9. If the Project Inspector determines that the project scope and the forecasted weather conditions are such that the Contractor’s work is unlikely to be a source of dust emissions, the Construction Engineer has the authority to waive the requirements for submittal of a dust control plan and for placement of the dust control signs described herein. However, the Contractors responsibilities for the control of fugitive dust and the other requirements of this section may not be waived.

10. A completion notice will not be filled, and the final payment will not be made to the Contractor until the areas of disturbed soil on the construction site, including roadway shoulders, are suitable stabilized for long term control of fugitive dust.

11. This signature of the Contractor on the Proposal constitutes acknowledgement by the Contractor of the dust control enforceability of those requirements.

12. Full compensation for conformance with these dust abatement requirements, including lab equipment and materials, developing water supply and incidentals, shall be considered as included in items of work, and no additional compensation will be allowed therefore.

13. The successful Contractor shall attend an AQMD PM10 Dust Control Program training session, and furnish evidence of attendance to the City Engineer. Attendance at AQMD training seminars can be scheduled the AQMD at 1-866-861-DUST or by email to [email protected]. Current AQMD certification of previous attendance will be accepted. At that training session, the successful Contractor will be furnished with the AQMD prepared Rule 403 and Rule 403.1 implementation handbooks, which include the Best Available Control Measures” and “Reasonably Available Control Measures”, and other associated information, including a listing of suggested dust control related to devices, material and chemicals.

14. Any days on which the Contractor is prevented from working, due to the requirements of AQMD Rules, will be considered as non-working days, in accordance with Section 8-1.06, “Time of Completion” of the State Standard Specification. 441
EXHIBIT "D" CERTIFICATION LABOR CODE-SECTION 1861
I, the undersigned Contractor, am aware of the provisions of Section 3700 et seq. of the Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of the Code, and I, the undersigned Contractor, agree to and will comply with such provisions before commencing the performance of the Work on this Contract.
[INSERT CONTRACTOR'S NAME]
By:
[INSERT NAME]
[INSERT TITLE]
442
EXHIBIT “E” CONTRACT MODIFICATIONS
None
443
EXHIBIT “F” SUPPLEMENTAL REQUIREMENTS
[INSERT ANY OTHER FORMS/PROVISION]
444
24 FAITHFUL PERFORMANCE BOND
KNOW ALL MEN BY THESE PRESENTS:

THAT, WHEREAS, THE CITY OF EASTVALE, hereinafter designated as the “City”, entered into a Contract dated ____________________________________, 20__, with ________________________________________________ hereinafter designated as the “Contractor” for the work described as follows:
______________________________ Project
WHEREAS, the said Contractor is required under terms of said Contract to furnish a bond for the faithful performance of said Contract;
WHEREAS, the Contract is by reference made a part hereof; NOW, THEREFORE, we, ________________________________________________ the undersigned Contractor, as Principal, and ____________________________________ (corporate surety), a corporation organized and existing under the laws of the State of ________________________, and duly authorized to transact business under the laws of the State of California, as Surety, are held and firmly bound unto the City in the penal sum of __________________________________ dollars ($___________________), lawful money of the United States, said sum being not less than one hundred (100) percent of the total Contract amount, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, and successors, jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH, THAT, if the above bounded Contractor, his or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions, and agreements in the said Contract and any alterations thereof made as therein provided, on his or their part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their true intent and meaning, and shall indemnify and save harmless the City, its officers and agents, as therein stipulated, then this obligation shall become null and void; otherwise it shall be and remain in full force and virtue.

As a condition precedent to the satisfactory completion of the said Contract, the above obligation in said amount shall hold good for a period of one (1) year after the completion and acceptance of the said work, during which time if the above bounded Contractor, his or its heirs, executors, administrators, successors or assigns shall fail to make full, complete, and satisfactory repair and replacements or totally protect the City from loss or damage made evident during said period of one year from the date of acceptance of said work, and resulting from or caused by defective materials or faulty workmanship in the prosecution of the work done, the above obligation in the said sum shall remain in full force and effect. However, anything in this paragraph to the contrary notwithstanding, the obligation of the Surety hereunder shall continue so long as any obligation of the Contractor remains.

And the Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract or to the work to be performed thereunder 445
25 or the specifications accompanying the same shall, in any way, affect its obligations on this bond and it does hereby waive notice of any such change, extension of time, alteration, or addition to the terms of the Contract or to the work or the specifications. Said Surety hereby waives the provisions of Sections 2819 and 2845 of the Civil Code of the State of California.

In the event suit is brought upon this bond by the City and judgment is recovered, the Surety shall pay all costs incurred by the City in such suit, including reasonable attorney’s fees to be fixed by the Court.

IN WITNESS WHEREOF, we have hereunto set our hands and seals this _______ day of _______________________, 20__.
____________________________________ ____________________________________ Name of Surety Contractor
By:_________________________________
Title: _______________________________
____________________________________
Mailing Address of Surety and
_____________________________________ By:_________________________________ Telephone No. of Surety Title: _______________________________ By: _________________________________
Attorney in Fact
NOTE: If Contractor is Partnership, all parties must execute Bond.

IMPORTANT: Surety companies executing Bonds must appear on the Treasury Department’s most current list (Circular 570 as amended) and be authorized to transact business in California.

NOTICE: The signature of the Surety on this bond must be acknowledged before a notary public, and this bond must be accompanied by evidence of the signatory’s appointment as attorney in fact and authority to bind the Surety.

MANDATORY: The Surety shall be authorized and licensed by the California Insurance Commissioner as an “admitted surety insurer.” (See Cal. Code Civ. Proc. § § § 995.310, 995.311, 995.320) APPROVAL: Bonds must be approved by the City. In order to verify the status of the Surety as an admitted surety, the Surety shall provide the City with at least one of the following: (1) a print-out of information from the web-site of the Department of Insurance confirming the Surety is an admitted surety insurer and attaching it to the bond; or (2) a certificate from the Riverside County Clerk that the certificate of authority of the Surety has not been surrendered, revoked, cancelled, annulled or suspended and confirming that the Surety is an admitted surety and attaching the certificate to the bond. (See Cal. Code Civ. Proc. Code § 995.311). 446

PAYMENT BOND
KNOW ALL MEN BY THESE PRESENTS:

THAT, WHEREAS, THE CITY OF EASTVALE, hereinafter designated as the “City”, has awarded to _______________________________________________, hereinafter designated as the “Contractor” a Contract for the work described as follows:
_________________________________ Project
WHEREAS, the Contractor is required by the Contract and by the provisions of Division Third, Part 4, Title 15, Chapter 7 of the Civil Code to furnish a bond in connection with the Contract, as hereinafter set forth.

NOW, THEREFORE, we, ________________________________________________, the undersigned Contractor, as Principal, and ______________________________________, a corporation organized and existing under the laws of the State of ______________________ duly authorized to transact business under the laws of the State of California, as Surety, are held and firmly bound unto the ________________________ in the sum of _____________________ dollars ($____________________) said sum being not less than one hundred (100) percent of the total Contract amount payable by the city, under the terms of the Contract, for which payment well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH, THAT, if the Contractor, his or its heirs, executors, administrators, successors and assigns or subcontractors shall fail to pay for any materials, provisions, provender or other supplies or teams, implements or machinery used in, upon, for or about the performance of the work contracted to be done, or shall fail to pay for any work or labor thereon of any kind, or shall fail to pay any persons named in Civil Code section 3181, or shall fail to pay for amounts due under the Unemployment Insurance Code with respect to such work or labor as required by the provisions of Division Third, Part 4, Title 15, Chapter 7 of the Civil Code, or shall fail to pay for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of the Contractor and subcontractors pursuant to Section 13020 of the Unemployment Insurance Code with respect to such work or labor, and provided that the claimant shall have complied with the provisions of that Code, the Surety or Sureties hereon will pay for the same in amount not exceeding the sum specified in the Contract, otherwise the above obligation shall be void. In case suit is brought upon this bond, the Surety will pay all court costs, expenses and reasonable attorney’s fee to the prevailing party to be fixed by the court.

This bond shall inure to the benefit of any and all persons, companies and corporations entitled to file claims under Section 3181 of the Civil Code, so as to give a right of action to them or to their assigns in any suit brought upon this bond.

And the Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract or to the work to be performed thereunder or the specifications accompanying the same shall in any way affect its obligation on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contractor to the work or to the specifications.

IN WITNESS WHEREOF, we have hereunto set our hands and seals this _________ day of ___________________________, 20__.
447
27 ____________________________________ ____________________________________ Name of Surety Contractor
By:_________________________________
Title: _______________________________
____________________________________
Mailing Address of Surety and
_____________________________________ By:_________________________________ Telephone No. of Surety Title: _______________________________ By: _________________________________
Attorney in Fact
NOTE: If Contractor is Partnership, all parties must execute Bond.

IMPORTANT: Surety companies executing Bonds must appear on the Treasury Department’s most current list (Circular 570 as amended) and be authorized to transact business in California.

NOTICE: The signature of the Surety on this bond must be acknowledged before a notary public, and this bond must be accompanied by evidence of the signatory’s appointment as attorney in fact and authority to bind the Surety.

MANDATORY: The Surety shall be authorized and licensed by the California Insurance Commissioner as an “admitted surety insurer.” (See Cal. Code Civ. Proc. § 995.311) APPROVAL: Bonds must be approved by the City. In order to verify the status of the Surety as an admitted surety, the Surety shall provide the City with at least one of the following: (1) a print-out of information from the web-site of the Department of Insurance confirming the Surety is an admitted surety insurer and attaching it to the bond; or (2) a certificate from the Riverside County Clerk that the certificate of authority of the Surety has not been surrendered, revoked, cancelled, annulled or suspended and confirming that the Surety is an admitted surety and attaching the certificate to the bond. (See Cal. Code Civ. Proc. Code § 995.311). 448
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AGENDA STAFF REPORT

City Council Meeting

CONSENT CALENDAR

Agenda Item No. 11.18
July 24, 2024
Approval & Adop*on of 401(a) Employer Sponsored Re*rement Plan
Prepared By:

Maricela Mejia, Assistant HR & Risk Management Director Recommended Action(s)
Staff recommends that the City Council adopt a Resoluon approving and adopng the 401(a) defined contribution plan and authorize the City Manager to execute all necessary documents

Summary
The City’s Classificaon & Compensaon study, adopted May 2024, included the provision of a deferred compensaon match to encourage employees to save for rerement. The establishment of the 401(a) Rerement Plan allows the City to defer pre-tax employer contribuons to a rerement plan as a match to employee contribuons to their 457(b) plan. The 401(a) plan offers numerous benefits to employees including enhancing the team’s ability to save for rerement and achieve their financial goals, and serving to supplement the employee’s rerement savings, enabling them to save beyond their CalPERS Retirement Pension and beyond the 457(b)-plan annual limit.

Without the 401(a) plan, employees are limited in their ability to contribute to their rerement savings; they can only contribute the difference between the annual limit for the 457(b) plan, $23,000 for 2024, and the amount the employer contributes. This means that their personal contribuons are effecvely reduced by the employers contribuons, potenally liming their total retirement savings.

With a 401(a) plan, employees have the opportunity to maximize their rerement contribuons.

They can contribute the full annual limit to their 457 plan, without needing to account for the employer’s contribuons. This allows employees to fully ulize the maximum contribuon limits of 12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752 951.361.0900 |
eastvaleca.gov
467
both plans, significantly enhancing their total retirement savings.

Background
The City currently offers its employees a 457 Deferred Compensaon Plan through Voya Financial, Inc. The proposed 401(a) Plan would also be offered through Voya Financial, Inc. Adopng this plan is in alignment with direcon provided through the Classificaon and Compensaon Study adopted in May 2024, in addition to Strategic Plan Action Target G-Organizational Development.

Environmental
N/A
Strategic Plan Action - Priority Level: N/A
| Target #: G
| Goal #: N/A
Organizational Development
Fiscal Impact
The City is currently contracng with Shuster Advisory Group LLC as our fiduciary for the 457(b) plan. Shuster will be assuming a fiduciary role for the 401(a) plan at no addional cost. The annual cost for their service is $250.00 per month for a total of $3,000.00 annually. There are sufficient funds available in the FY 2024-25 budget within the General Fund, General Governmental department, Other Fringe Benefits account 100.290.6155 for this cost.

Prior City Council/Commission Action
The City Council first established the 457 Deferred Compensaon Plan through CalPERS via Resolution 10-44 on November 17, 2010.

The City Council adopted Resolution 23-46 Amending the 457 Deferred Compensation Plan.

The City Council adopted Resoluon 24-27 Adopng Salary Schedules and Range Tables for Fiscal Years 24-25. 25-26, and 26-27; and Amending the City’s Personnel Policies and Procedures Manual.

Attachment(s)
Attachment 1 - Resolution to Approve & Adopt 401a Defined Contrbution Plan

Attachment 2 - City of Eastvale 401a Adoption Agreement

12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752
951.361.0900 |
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468

RESOLUTION NO. 24-XX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EASTVALE, CALIFORNIA, APPROVING & ADOPTING THE 401(A) DEFINED CONTRIBUTION PLAN

WHEREAS, the City of Eastvale established a 457(b) Deferred Compensation Plan for the benefit of its employees through Voya Financial, Inc. in October 2023; and

WHEREAS, the City of Eastvale adopted a Classification & Compensation Study in May 2024; and

WHEREAS, the City of Eastvale , desires to adopt a 401(a) Defined Contribution Plan to enhance the teams ability to save for retirement; and

WHEREAS, the City of Eastvale believes that the Voya Financial proposal and the investment options available thereunder will provide valuable benefits to its employees; and

NOW, THEREFORE, the City Council of the City of Eastvale does hereby resolve, determine, and order as follows:

SECTION 1. The above recitals are true and correct and are incorporated as a material part of this resolution

SECTION 2. The City of Eastvale approves and adopts the Voya Financial, Inc. 401(a) Defined Contribution Plan effective July 1, 2024 , for the benefit of its employees and authorizes and directs the City Manager , or his designee, to execute the attached adoption agreement on behalf of the City of Eastvale and any documents relating to the administration of the plan.

PASSED, APPROVED AND ADOPTED this 24th day of July 2024.

__________________________________________
Christian Dinco
Mayor

APPROVED AS TO FORM: ATTEST:

__________________________________________ __________________________________________ 469

Erica Vega Marc A. Donohue, MMC
City Attorney Government Services Director/City Clerk 470

STATE OF CALIFORNIA)
COUNTY OF RIVERSIDE) §

CITY OF EASTVALE )

I, Marc A. Donohue, Government Services Director/City Clerk of the City of Eastvale, California, do hereby certify that the foregoing City Council Resolution No. 24-XX, was duly adopted by the City Council of the City of Eastvale, California, at a meeting held on the 24th day of July 2024, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

____________________________________
Marc A. Donohue, MMC
Government Services Director/City Clerk
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Non-Standardized Governmental 401(a)

© 2020 FIS Capital Markets US LLC or its suppliers
1 ADOPTION AGREEMENT FOR

VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY

NON-STANDARDIZED
GOVERNMENTAL 401(a) PRE-APPROVED PLAN

CAUTION: Failure to properly fill out this Adoption Agreement may result in disqualification of the Plan.

EMPLOYER INFORMATION
(An amendment to the Adoption Agreement is not needed solely to reflect a change in this Employer Information Section.)

1. EMPLOYER'S NAME, ADDRESS, TELEPHONE NUMBER, TIN AND FISCAL YEAR Name: City of Eastvale
Address: 12363 Limonite Avenue, Suite 910
Street
Eastvale California 91752
City State Zip
Telephone: (951) 361-0900
Taxpayer Identification Number (TIN): 27-3240221
Employer's Fiscal Year ends: 06/30

2. TYPE OF GOVERNMENTAL ENTITY. This Plan may only be adopted a state or local governmental entity, or agency thereof, including an Indian tribal government and may not be adopted by any other entity, including a federal government and any agency or instrumentality thereof.
a. [ ] State government or state agency
b. [ ] County or county agency
c. [X] Municipality or municipal agency
d. [ ] Indian tribal government (see Note below)

NOTE: An Indian tribal government may only adopt this Plan if such entity is defined under Code §7701(a)(40), is a subdivision of an Indian tribal government as determined in accordance with Code §7871(d), or is an agency or instrumentality of either, and all of the Participants under this Plan employed by such entity substantially perform services as an Employee in essential governmental functions and not in the performance of commercial activities (whether or not an essential government function).

3. PARTICIPATING EMPLOYERS (Plan Section 1.39). Will any other Employers adopt this Plan as Participating Employers? a. [X] No
b. [ ] Yes

MULTIPLE EMPLOYER PLAN (Plan Article XI). Will any Employers who are not Affiliated Employers adopt this Plan as part of a multiple employer plan (MEP) arrangement?
c. [X] No
d. [ ] Yes (Complete a Participation Agreement for each Participating Employer.)

PLAN INFORMATION
(An amendment to the Adoption Agreement is not needed solely to reflect a change in the information in Question 9.)

4. PLAN NAME:

City of Eastvale 401(a) Defined Contribution Plan

5. PLAN STATUS
a. [X] New Plan
b. [ ] Amendment and restatement of existing Plan
CYCLE 3 RESTATEMENT (leave blank if not applicable)

1. [ ] This is an amendment and restatement to bring a plan into compliance with the legislative and regulatory changes set forth in IRS Notice 2017-37 (i.e., the 6-year pre-approved plan restatement cycle).

6. EFFECTIVE DATE (Plan Section 1.16) (complete a. if new plan; complete a. AND b. if an amendment and restatement) Initial Effective Date of Plan (except for restatements, cannot be earlier than the first day of the current Plan Year) a. 01/01/2024 (enter month day, year) (hereinafter called the "Effective Date" unless 6.b. is entered below)
DocuSign Envelope ID: 0FCD2AB1-11E0-47C2-8AED-651C4A1229F9 472579
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© 2020 FIS Capital Markets US LLC or its suppliers
2 Restatement Effective Date. If this is an amendment and restatement, the effective date of the restatement (hereinafter called the "Effective Date") is:
b. (enter month day, year; NOTE: The restatement date may not be prior to the first day of the current Plan Year. Plan contains appropriate retroactive effective dates with respect to provisions for appropriate laws.)

7. PLAN YEAR (Plan Section 1.43) means, except as otherwise provided in d. below:
a. [X] the calendar year
b. [ ] the twelve-month period ending on (e.g., June 30th)

SHORT PLAN YEAR (Plan Section 1.47). This is a Short Plan Year (if the effective date of participation is based on a Plan Year, then coordinate with Question 14):
c. [X] N/A
d. [ ] beginning on (enter month day, year; e.g., July 1, 2020) and ending on (enter month day, year).

8. VALUATION DATE (Plan Section 1.53) means:
a. [X] every day that the Trustee (or Insurer), any transfer agent appointed by the Trustee (or Insurer) or the Employer, and any stock exchange used by such agent are open for business (daily valuation) b. [ ] the last day of each Plan Year
c. [ ] the last day of each Plan Year quarter
d. [ ] other (specify day or days): (must be at least once each Plan Year) NOTE: The Plan always permits interim valuations.

9. ADMINISTRATOR'S NAME, ADDRESS AND TELEPHONE NUMBER
(If none is named, the Employer will be the Administrator (Plan Section 1.2).) a. [X] Employer (use Employer address and telephone number) b. [ ] The Committee appointed by the Employer (use Employer address and telephone number) c. [ ] Other:

Name:

Address:

Street

City State Zip
Telephone:

10. TYPE OF PLAN (select one)
a. [X] Profit Sharing Plan.
b [ ] Money Purchase Pension Plan.

11. CONTRIBUTION TYPES
The selections made below must correspond with the selections made under the Contributions and Allocations Section of this Adoption Agreement.

FROZEN PLAN OR CONTRIBUTIONS HAVE BEEN SUSPENDED (Plan Section 4.1(c)) (optional) a. [ ] This is a frozen Plan (i.e., all contributions cease) (if this is a temporary suspension, select a.2):

1. [ ] All contributions ceased as of, or prior to, the effective date of this amendment and restatement and the prior Plan provisions are not reflected in this Adoption Agreement (may enter effective date at 3. below and/or select prior contributions at g. - j. (optional), skip questions 12-18 and 22-30)

2. [ ] All contributions ceased or were suspended and the prior Plan provisions are reflected in this Adoption Agreement (must enter effective date at 3. below and select contributions at b. - f.) Effective date

3. [ ] as of (effective date is optional unless a.2. has been selected above or this is the amendment or restatement to freeze the Plan).

CURRENT CONTRIBUTIONS
The Plan permits the following contributions (select one or more):
b. [ ] Employer contributions other than matching (Questions 24-25)

1. [ ] This Plan qualifies as a Social Security Replacement Plan (Question 24.e. must be selected) c. [X] Employer matching contributions (Questions 26-28) d. [ ] Mandatory Employee contributions (Question 30) DocuSign Envelope ID: 0FCD2AB1-11E0-47C2-8AED-651C4A1229F9 473580
Non-Standardized Governmental 401(a)

© 2020 FIS Capital Markets US LLC or its suppliers
3 e. [ ] After-tax voluntary Employee contributions
f. [X] Rollover contributions (Question 36)

PRIOR CONTRIBUTIONS
The Plan used to permit, but no longer does, the following contributions (choose all that apply, if any):
g. [ ] Employer matching contributions
h. [ ] Employer contributions other than matching contributions i. [ ] Rollover contributions
j. [ ] After-tax voluntary Employee contributions

ELIGIBILITY REQUIREMENTS

12. ELIGIBLE EMPLOYEES (Plan Section 1.17) means all Employees (including Leased Employees) EXCEPT those Employees who are excluded below or elsewhere in the Plan: (select a. or b.) a. [ ] No excluded Employees. There are no additional excluded Employees under the Plan (skip to Question 13). b. [X] Exclusions. The following Employees are not Eligible Employees for Plan purposes (select one or more):

1. [ ] Union Employees (as defined in Plan Section 1.17)

2. [ ] Nonresident aliens (as defined in Plan Section 1.17)

3. [X] Leased Employees (Plan Section 1.29)

4. [ ] Part-time Employees. A part-time Employee is an Employee whose regularly scheduled service is less than Hours of Service in the relevant eligibility computation period (as defined in Plan Section 1.55).

5. [X] Temporary Employees. A temporary Employee is an Employee who is categorized as a temporary Employee on the Employer’s payroll records.

6. [X] Seasonal Employees. A seasonal Employee is an Employee who is categorized as a seasonal Employee on the Employer’s payroll records.

7. [ ] Other: (must be definitely determinable under Regulation §1.401-1(b).

Exclusions may be employment title specific but may not be by individual name)

NOTE: If option 4. - 6. (part-time, temporary and/or seasonal exclusions) is selected, when any such excluded Employee actually completes 1 Year of Service, then such Employee will no longer be part of this excluded class. For this purpose, the Hours of Service method will be used for the 1 Year of Service override regardless of any contrary selection at Question 16.

13. CONDITIONS OF ELIGIBILITY (Plan Section 3.1)
a. [X] No age and service required. No age and service required for all Contribution Types (skip to Question 14). b. [ ] Eligibility. An Eligible Employee will be eligible to participate in the Plan upon satisfaction of the following (complete c. and d., select e. and f. if applicable):

Eligibility Requirements
c. [ ] Age Requirement

1. [ ] No age requirement

2. [ ] Age 20 1/2

3. [ ] Age 21

4. [ ] Age (may not exceed 26)
d. [ ] Service Requirement

1. [ ] No service requirement

2. [ ] (not to exceed 60) months of service (elapsed time)

3. [ ] 1 Year of Service

4. [ ] (not to exceed 5) Years of Service

5. [ ] consecutive month period from the Eligible Employee's employment commencement date and during which at least Hours of Service are completed.

6. [ ] consecutive months of employment.

7. [ ] Other: (e.g., date on which 1,000 Hours of Service is completed within the computation period) (must satisfy the Notes below) NOTE: If c.4. or d.7. is selected, the condition must be an age or service requirement that is definitely determinable and may not exceed age 26 and may not exceed 5 Years of Service.

NOTE: Year of Service means Period of Service if the elapsed time method is chosen.

Waiver of conditions. The service and/or age requirements specified above will be waived in accordance with the following (leave blank if there are no waivers of conditions):
e. [ ] If employed on the following requirements, and the entry date requirement, will be waived. The waiver applies to any Eligible Employee unless 3. selected below. Such Employees will enter the Plan as of such date (select 1. and/or 2. AND 3. if applicable):

1. [ ] service requirement (may let part-time Eligible Employees into the Plan)

2. [ ] age requirement

3. [ ] waiver is for:

DocuSign Envelope ID: 0FCD2AB1-11E0-47C2-8AED-651C4A1229F9 474581
Non-Standardized Governmental 401(a)

© 2020 FIS Capital Markets US LLC or its suppliers
4 Amendment or restatement to change eligibility requirements f. [ ] This amendment or restatement (or a prior amendment and restatement) modified the eligibility requirements and the prior eligibility conditions continue to apply to the Eligible Employees specified below. If this option is NOT selected, then all Eligible Employees must satisfy the eligibility conditions set forth above.

1. [ ] The eligibility conditions above only apply to Eligible Employees who were not Participants as of the effective date of the modification.

2. [ ] The eligibility conditions above only apply to individuals who were hired on or after the effective date of the modification.

14. EFFECTIVE DATE OF PARTICIPATION (ENTRY DATE) (Plan Section 3.2) An Eligible Employee who has satisfied the eligibility requirements will become a Participant in the Plan as of the:
a. [ ] date such requirements are met
b. [X] first day of the month coinciding with or next following the date on which such requirements are met c. [ ] first day of the Plan Year quarter coinciding with or next following the date on which such requirements are met d. [ ] earlier of the first day of the Plan Year or the first day of the seventh month of the Plan Year coinciding with or next following the date on which such requirements are met
e. [ ] first day of the Plan Year coinciding with or next following the date on which such requirements are met f. [ ] first day of the Plan Year in which such requirements are met g. [ ] first day of the Plan Year in which such requirements are met, if such requirements are met in the first 6 months of the Plan Year, or as of the first day of the next succeeding Plan Year if such requirements are met in the last 6 months of the Plan Year.
h. [ ] other: (must be definitely determinable)

SERVICE

15. RECOGNITION OF SERVICE WITH OTHER EMPLOYERS (Plan Sections 1.40 and 1.55) a. [X] No service with other employers is recognized except as otherwise required by law (e.g., the Plan already provides for the recognition of service with Employers who have adopted this Plan as well as service with Affiliated Employers and predecessor Employers who maintained this Plan; skip to Question 16). b. [ ] Service with the designated employers is recognized as follows (select c. – e. and one or more of columns 1. - 3.; chose other options as applicable) (if more than 3 employers, attach an addendum to the Adoption Agreement or complete option h. under Section B of Appendix A):

1. 2. 3.

Contribution
Other Employer Eligibility Vesting Allocation
c. [ ] Employer name: [ ] [ ] [ ]

d. [ ] Employer name: [ ] [ ] [ ]

e. [ ] Employer name: [ ] [ ] [ ]

Limitations
f. [ ] The following provisions or limitations apply with respect to the [ ] [ ] [ ] recognition of prior service:
(e.g., credit service with X only on/following 1/1/19)
g. [ ] The following provisions or limitations apply with respect to the recognition of service with other employers:
(e.g., credit service with X only on/following 1/1/19 or credit all service with entities the Employer acquires after 12/31/18)

NOTE: If the other Employer(s) maintained this qualified Plan, then Years (and/or Periods) of Service with such Employer(s) must be recognized pursuant to Plan Sections 1.40 and 1.55 regardless of any selections above.

16. SERVICE CREDITING METHOD (Plan Sections 1.40 and 1.55) NOTE: If any Plan provision is based on a Year of Service, then the provisions set forth in the definition of Year of Service in Plan Section 1.55 will apply, including the following defaults, except as otherwise elected below:

1. A Year of Service means completion of at least 1,000 Hours of Service during the applicable computation period.

2. Hours of Service (Plan Section 1.24) will be based on actual Hours of Service except that for Employees for whom records of actual Hours of Service are not maintained or available (e.g., salaried Employees), the monthly equivalency will be used.

DocuSign Envelope ID: 0FCD2AB1-11E0-47C2-8AED-651C4A1229F9 475582
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© 2020 FIS Capital Markets US LLC or its suppliers
5 3. For eligibility purposes, the computation period will be as defined in Plan Section 1.55 (i.e., shift to the Plan Year if the eligibility condition is one (1) Year of Service or less).

4. For vesting, allocation, and distribution purposes, the computation period will be the Plan Year.

5. Upon an Employee's rehire, all prior service with the Employer is taken into account for all purposes. a. [X] Elapsed time method. (Period of Service applies instead of Year of Service) Instead of Hours of Service, elapsed time will be used for:

1. [X] all purposes (skip to Question 17)

2. [ ] the following purposes (select one or more):
a. [ ] eligibility to participate
b. [ ] vesting
c. [ ] allocations, distributions and contributions

b. [ ] Alternative definitions for the Hours of Service method. Instead of the defaults, the following alternatives will apply for the Hours of Service method (select one or more):

1. [ ] Eligibility computation period. Instead of shifting to the Plan Year, the eligibility computation period after the initial eligibility computation period will be based on each anniversary of the date the Employee first completes an Hour of Service

2. [ ] Vesting computation period. Instead of the Plan Year, the vesting computation period will be the date an Employee first performs an Hour of Service and each anniversary thereof.

3. [ ] Equivalency method. Instead of using actual Hours of Service, an equivalency method will be used to determine Hours of Service for:
a. [ ] all purposes
b. [ ] the following purposes (select one or more):

1. [ ] eligibility to participate

2. [ ] vesting

3. [ ] allocations, distribution and contributions
Such method will apply to:
c. [ ] all Employees
d. [ ] Employees for whom records of actual Hours of Service are not maintained or available (e.g., salaried Employees)
e. [ ] other: (e.g., per-diem Employees only) Hours of Service will be determined on the basis of:
f. [ ] days worked (10 hours per day)
g. [ ] weeks worked (45 hours per week)
h. [ ] semi-monthly payroll periods worked (95 hours per semi-monthly pay period) i. [ ] months worked (190 hours per month)
j. [ ] bi-weekly payroll periods worked (90 hours per bi-weekly pay period) k. [ ] other: (e.g., option f. is used for per-diem Employees and option g. is used for on-call Employees).

4. [ ] Number of Hours of Service required. Instead of 1,000 Hours of Service, Year of Service means the applicable computation period during which an Employee has completed at least (not to exceed 1,000) Hours of Service for:
a. [ ] all purposes
b. [ ] the following purposes (select one or more):

1. [ ] eligibility to participate

2. [ ] vesting

3. [ ] allocations, distributions and contributions

c. [ ] Alternative for counting all prior service. Instead of the default which recognizes all prior service for rehired Employees, the Plan will not recognize prior service and rehired Employee are treated as new hires for the following purposes: (select one)

1. [ ] all purposes

2. [ ] the following purposes (select one or more):
a. [ ] eligibility to participate
b. [ ] vesting
c. [ ] sharing in allocations or contributions

DocuSign Envelope ID: 0FCD2AB1-11E0-47C2-8AED-651C4A1229F9 476583
Non-Standardized Governmental 401(a)

© 2020 FIS Capital Markets US LLC or its suppliers
6 d. [ ] Other service crediting provisions: (must be definitely determinable; e.g., for vesting a Year of Service is based on 1,000 Hours of Service but for eligibility a Year of Service is based on 900 Hours of Service.)
NOTE: Must not list more than 1,000 hours in this Section. This servicing credit provision will be used for:

1. [ ] All purposes

2. [ ] The following purposes (select one or more):
a. [ ] eligibility to participate
b. [ ] vesting
c. [ ] allocations, distributions and contributions

VESTING

17. VESTING OF PARTICIPANT'S INTEREST – EMPLOYER CONTRIBUTIONS (Plan Section 6.4(b)) a. [ ] N/A (no Employer contributions; skip to Question 19) b. [X] The vesting provisions selected below apply. Section B of Appendix A can be used to specify any exceptions to the provisions below.

NOTE: The Plan provides that contributions for converted sick leave and/or vacation leave are fully Vested.

Vesting for Employer contributions other than matching contributions c. [X] N/A (no Employer contributions (other than matching contributions); skip to f.) d. [ ] 100% vesting. Participants are 100% Vested in Employer contributions (other than matching contributions) upon entering Plan.
e. [ ] The following vesting schedule, based on a Participant's Years of Service (or Periods of Service if the elapsed time method is selected), applies to Employer contributions (other than matching contributions):

1. [ ] 6 Year Graded: 0-1 year-0%; 2 years-20%; 3 years-40%; 4 years-60%; 5 years-80%; 6 years-100%

2. [ ] 4 Year Graded: 1 year-25%; 2 years-50%; 3 years-75%; 4 years-100%

3. [ ] 5 Year Graded: 1 year-20%; 2 years-40%; 3 years-60%; 4 years-80%; 5 years-100%

4. [ ] Cliff: 100% vesting after (not to exceed 15) years

5. [ ] Other graded vesting schedule (must provide for full vesting no later than 15 years of service; add additional lines as necessary)
Years (or Periods) of Service Percentage
%
%
%
%
%
%
%
%
%
%

Vesting for Employer matching contributions
f. [ ] N/A (no Employer matching contributions)
g. [ ] The schedule above will also apply to Employer matching contributions. h. [X] 100% vesting. Participants are 100% Vested in Employer matching contributions upon entering Plan. i. [ ] The following vesting schedule, based on a Participant's Years of Service (or Periods of Service if the elapsed time method is selected), applies to Employer matching contributions:

1. [ ] 6 Year Graded: 0-1 year-0%; 2 years-20%; 3 years-40%; 4 years-60%; 5 years-80%; 6 years-100%

2. [ ] 4 Year Graded: 1 year-25%; 2 years-50%; 3 years-75%; 4 years-100%

3. [ ] 5 Year Graded: 1 year-20%; 2 years-40%; 3 years-60%; 4 years-80%; 5 years-100%

4. [ ] Cliff: 100% vesting after (not to exceed 15) years

5. [ ] Other graded vesting schedule (must provide for full vesting no later than 15 years of service; add additional lines as necessary)
DocuSign Envelope ID: 0FCD2AB1-11E0-47C2-8AED-651C4A1229F9 477584
Non-Standardized Governmental 401(a)

© 2020 FIS Capital Markets US LLC or its suppliers
7 Years (or Periods) of Service Percentage
%
%
%
%
%
%
%
%
%
%

NOTE: If any Part-time/Seasonal/Temporary Employees who are not covered under Social Security are participating in this Plan as a Social Security Replacement Plan, any contributions used to satisfy the minimum contribution requirements of Question 24.e. will be 100% vested.

18. VESTING OPTIONS
Excluded vesting service. The following Years of Service will be disregarded for vesting purposes (select all that apply; leave blank if none apply):
a. [ ] Service prior to the initial Effective Date of the Plan or a predecessor plan (as defined in Regulations §1.411(a)-5(b)(3)) b. [ ] Service prior to the computation period in which an Employee has attained age . c. [ ] Service during a period for which an Employee did not make mandatory Employee contributions.

Vesting for death, Total And Permanent Disability and Early/Normal Retirement. Regardless of the vesting schedule, a Participant will become fully Vested upon (select all that apply; leave blank if none apply):
d. [ ] Death
e. [ ] Total and Permanent Disability
f. [ ] Early Retirement Date
g. [ ] Normal Retirement Age

RETIREMENT AGES

19. NORMAL RETIREMENT AGE ("NRA") (Plan Section 1.33) means: 19 This Question 19 and Question 20 may be skipped if the Plan does not base any benefits, distributions or other features on Normal Retirement Age.
a. [ ] Specific age. The date a Participant attains age b. [ ] Age/participation. The later of the date a Participant attains age or the anniversary of the first day of the Plan Year in which participation in the Plan commenced c. [X] Other: At the age at which a Participant may retire and receive benefits under the Employer's pension plan. (must be definitely determinable)

NOTE: If this is a Money Purchase Pension Plan and in-service distributions at Normal Retirement Age are permitted, then the Normal Retirement Age cannot be less than age 62, or age 50 if substantially all Participants are qualified public safety employees (as defined in Code §72(t)(1)). The "substantially all" requirement for qualified public safety employees will no longer be a requirement as of the effective date of the final regulations once they are issued & effective. If an age less than 62 is inserted (unless the age 50 safe harbor is applicable for a qualified public safety employee), no reliance will be afforded on the Opinion Letter issued to the Plan that such age is reasonably representative of the typical retirement age for the industry in which the Participants works. Effective for Employees hired during Plan Years beginning on or after the later of (1) January 1, 2015, or (2) the close of the first legislative session of the legislative body with the authority to amend the plan that begins on or after the date that is three (3) months after the final regulations are published in the Federal Register, an NRA of less than age 62 must comply with the final regulations under §401(a).

Qualified public safety employees. Normal Retirement Age for public safety employees (as defined in Code §72(t)(1)) (leave blank if not applicable)
d. [ ] Age (may not be less than 50 for a Money Purchase Pension Plan or 40 for a Profit Sharing Plan)

20. NORMAL RETIREMENT DATE (Plan Section 1.34) means, with respect to any Participant, the:
a. [X] date on which the Participant attains "NRA"
b. [ ] first day of the month coinciding with or next following the Participant's "NRA" c. [ ] first day of the month nearest the Participant's "NRA" d. [ ] Anniversary Date coinciding with or next following the Participant's "NRA" e. [ ] Anniversary Date nearest the Participant's "NRA" f. [ ] Other: (e.g., first day of the month following the Participant's "NRA").

DocuSign Envelope ID: 0FCD2AB1-11E0-47C2-8AED-651C4A1229F9 478585
Non-Standardized Governmental 401(a)

© 2020 FIS Capital Markets US LLC or its suppliers
8 21. EARLY RETIREMENT DATE (Plan Section 1.15)
a. [X] N/A (no early retirement provision provided)
b. [ ] Early Retirement Date means the:

1. [ ] date on which a Participant satisfies the early retirement requirements

2. [ ] first day of the month coinciding with or next following the date on which a Participant satisfies the early retirement requirements

3. [ ] Anniversary Date coinciding with or next following the date on which a Participant satisfies the early retirement requirements
Early retirement requirements

4. [ ] Participant attains age
AND, completes.... (leave blank if not applicable)
a. [ ] at least Years (or Periods) of Service for vesting purposes b. [ ] at least Years (or Periods) of Service for eligibility purposes c. [ ] Early Retirement Date means: (must be definitely determinable)

COMPENSATION

22. COMPENSATION with respect to any Participant is defined as follows (Plan Sections 1.10 and 1.23).

Base definition
a. [ ] Wages, tips and other compensation on Form W-2 b. [ ] Code §3401(a) wages (wages for withholding purposes) c. [X] 415 safe harbor compensation
NOTE: Plan Section 1.10(c) provides that the base definition of Compensation includes deferrals that are not included in income due to Code §§401(k), 125, 132(f)(4), 403(b), 402(h)(1)(B)(SEP), 414(h)(2), & 457.

Determination period. Compensation will be based on the following "determination period" (this will also be the Limitation Year unless otherwise elected at option f. under Section B of Appendix A):
d. [X] the Plan Year
e. [ ] the Fiscal Year coinciding with or ending within the Plan Year f. [ ] the calendar year coinciding with or ending within the Plan Year

Adjustments to Compensation (for Plan Section 1.10). Compensation will be adjusted by:
g. [X] No adjustments (skip to Question 23. below)
h. [ ] Adjustments. Compensation will be adjusted by (select all that apply):

1. [ ] excluding salary reductions (401(k), 125, 132(f)(4), 403(b), SEP, 414(h)(2) pickup, & 457)

2. [ ] excluding reimbursements or other expense allowances, fringe benefits (cash or non-cash), moving expenses, deferred compensation (other than deferrals specified in 1. above) and welfare benefits.

3. [ ] excluding Compensation paid during the "determination period" while not a Participant in the Plan.

4. [ ] excluding Military Differential Pay

5. [ ] excluding overtime

6. [ ] excluding bonuses

7. [ ] other: (e.g., describe Compensation from the elections available above or a combination thereof as to a Participant group (e.g., no exclusions as to Division A Employees and exclude bonuses as to Division B Employees); and/or describe another exclusion (e.g., exclude shift differential pay)).

23. POST-SEVERANCE COMPENSATION (415 REGULATIONS)
415 Compensation (post-severance compensation adjustments) (select all that apply at a.; leave blank if none apply) NOTE: Unless otherwise elected under a. below, the following defaults apply: 415 Compensation will include (to the extent provided in Plan Section 1.23), post-severance regular pay, leave cash-outs and payments from nonqualified unfunded deferred compensation plans.
a. [ ] The defaults listed above apply except for the following (select one or more):

1. [ ] Leave cash-outs will be excluded

2. [ ] Nonqualified unfunded deferred compensation will be excluded

3. [ ] Disability continuation payments will be included for all Participants and the salary continuation will continue for the following fixed or determinable period:

4. [ ] Other: (must be definitely determinable)

Plan Compensation (post-severance compensation adjustments) b. [ ] Defaults apply. Compensation will include (to the extent provided in Plan Section 1.10 and to the extent such amounts would be included in Compensation if paid prior to severance of employment) post-severance regular pay, leave cash-outs, and payments from nonqualified unfunded deferred compensation plans. (skip to Question 24) c. [ ] Exclude all post-severance compensation. Exclude all post-severance compensation for allocation purposes. d. [X] Post-severance adjustments. The defaults listed at b. apply except for the following (select one or more):

1. [ ] Exclude all post-severance compensation
DocuSign Envelope ID: 0FCD2AB1-11E0-47C2-8AED-651C4A1229F9 479586
Non-Standardized Governmental 401(a)

© 2020 FIS Capital Markets US LLC or its suppliers
9 2. [ ] Regular pay will be excluded

3. [ ] Leave cash-outs will be excluded

4. [ ] Nonqualified unfunded deferred compensation will be excluded

5. [X] Military Differential Pay will be included

6. [X] Disability continuation payments will be included for all Participants and the salary continuation will continue for the following fixed or determinable period: 12 months e. [ ] Other: (must be definitely determinable)

CONTRIBUTIONS AND ALLOCATIONS

24. EMPLOYER CONTRIBUTIONS (OTHER THAN MATCHING CONTRIBUTIONS) (Plan Section 4.1(b)(3)) (skip to Question 26 if Employer contributions are NOT selected at Question 11.b.) CONTRIBUTION FORMULA (select one or more of the following contribution formulas:) a. [ ] Discretionary contribution (no groups). (may not be elected if this Plan is a Money Purchase Pension Plan) The Employer may make a discretionary contribution, to be determined by the Employer. Any such contribution will be allocated to each Participant eligible to share in allocations in the same ratio as each Participant's Compensation bears to the total of such Compensation of all Participants.
b. [ ] Discretionary contribution (Grouping method). (may not be elected if this Plan is a Money Purchase Pension Plan) The Employer may designate a discretionary contribution to be made on behalf of each Participant group selected below (only select 1. or 2.). The groups must be clearly defined in a manner that will not violate the definite predetermined allocation formula requirement of Regulation §1.401-1(b)(1)(ii). The Employer must notify the Trustee in writing of the amount of the Employer Contribution being given to each group.

1. [ ] Each Participant constitutes a separate classification.

2. [ ] Participants will be divided into the following classifications with the allocation methods indicated under each classification.

Definition of classifications. Define each classification and specify the method of allocating the contribution among members of each classification. Classifications specified below must be clearly defined in a manner that will not violate the definitely determinable allocation requirement of Regulation §1.401-1(b)(1)(ii).

Classification A will consist of
The allocation method will be: [ ] pro rata based on Compensation [ ] equal dollar amounts (per capita)
Classification B will consist of
The allocation method will be: [ ] pro rata based on Compensation [ ] equal dollar amounts (per capita)
Classification C will consist of
The allocation method will be: [ ] pro rata based on Compensation [ ] equal dollar amounts (per capita)
Classification D will consist of
The allocation method will be: [ ] pro rata based on Compensation [ ] equal dollar amounts (per capita)
Additional Classifications: (specify the classifications and which of the above allocation methods (pro rata or per capita) will be used for each classification).

NOTE: If more than four (4) classifications, the additional classifications and allocation methods may be attached as an addendum to the Adoption Agreement or may be entered under Additional Classifications above.

Determination of applicable group. If a Participant shifts from one classification to another during a Plan Year, then unless selected below, the Participant is in a classification based on the Participant's status as of the last day of the Plan Year, or if earlier, the date of termination of employment. If selected below, the Administrator will apportion the Participant's allocation during a Plan Year based on the following:
a. [ ] Beginning of Plan Year. The classification will be based on the Participant's status as of the beginning of the Plan Year.
b. [ ] Months in each classification. Pro rata based on the number of months the Participant spent in each classification.
c. [ ] Days in each classification. Pro rata based on the number of days the Participant spent in each classification.
d. [ ] One classification only. The Employer will direct the Administrator to place the Participant in only one classification for the entire Plan Year during which the shift occurs. c. [ ] Fixed contribution equal to (only select one):

1. [ ] % of each Participant's Compensation for each:
a. [ ] Plan Year
b. [ ] calendar quarter
c. [ ] month
DocuSign Envelope ID: 0FCD2AB1-11E0-47C2-8AED-651C4A1229F9 480587
Non-Standardized Governmental 401(a)

© 2020 FIS Capital Markets US LLC or its suppliers
10 d. [ ] pay period
e. [ ] week

2. [ ] $ per Participant.

3. [ ] $ per Hour of Service worked while an Eligible Employee a. [ ] up to hours (leave blank if no limit)

4. [ ] other: (the formula described must satisfy the definitely determinable requirement under Regulation §1.401-1(b)) NOTE: Under Question 24.c.4., the Employer may only describe the allocation of Nonelective Contributions from the elections available under Question 24.c of this Adoption Agreement and/or a combination thereof as to a Participant group (e.g., a monthly contribution applies to Group A).
d. [ ] Sick leave/vacation leave conversion. The Employer will contribute an amount equal to an Employee's current hourly rate of pay multiplied by the Participant's number of unused accumulated sick leave and/or vacation days (as selected below). Only unpaid sick and vacation leave for which the Employee has no right to receive in cash may be included.

In no event will the Employer's contribution for the Plan Year exceed the maximum contribution permitted under Code §415(c).

The following may be converted under the Plan: (select one or both):

1. [ ] Sick leave

2. [ ] Vacation leave
Eligible Employees. Only the following Participants shall receive the Employer contribution for sick leave and/or vacation leave (select 3. and/or 4; leave blank if no limitations provided, however, that this Plan may not be used to only provide benefits for terminated Employees)

3. [ ] Former Employees. All Employees terminating service with the Employer during the Plan Year and who have satisfied the eligibility requirements based on the terms of the Employer's accumulated benefits plans checked below (select all that apply; leave blank if no exclusions):
a. [ ] The Former Employee must be at least age (e.g., 55) b. [ ] The value of the sick and/or vacation leave must be at least $ (e.g., $2,000) c. [ ] A contribution will only be made if the total hours is over (e.g., 10) hours d. [ ] A contribution will not be made for hours in excess of (e.g., 40) hours

4. [ ] Active Employees. Active Employees who have not terminated service during the Plan Year and who meet the following requirements (select all that apply; leave blank if no exclusions):
a. [ ] The Employee must be at least age (e.g., 55) b. [ ] The value of the sick and/or vacation leave must be at least $ (e.g., $2,000) c. [ ] A contribution will only be made if the total hours is over (e.g., 10) hours d. [ ] A contribution will not be made for hours in excess of (e.g., 40) hours e. [ ] Social Security Replacement Plan. Except as provided below, the Employer will contribute an amount equal to 7.5% of each eligible Participant's Compensation for the entire Plan Year, reduced by mandatory Employee contributions that are picked-up under Code §414(h) and Employer contributions to this Plan actually contributed to the Participant's Account during such Plan Year. (may only be selected if Question 11.b.1. has also been selected) AND, only the following Employees will NOT be eligible for the Social Security Replacement Plan contribution:
(select all that apply)

1. [ ] Part-time Employees who are not otherwise covered by another qualifying public retirement system as defined for purposes of Regulation §31.3121(b)(7)-2. A part-time Employee is an Employee whose regularly scheduled service is less than Hours of Service in the relevant eligibility computation period (as defined in Plan Section 1.55).

2. [ ] Seasonal Employees who are not otherwise covered by another qualifying public retirement system as defined for purposes of Regulation §31.3121(b)(7)-2. A seasonal Employee is an Employee who is categorized as a seasonal Employee on the Employer’s payroll records.

3. [ ] Temporary Employees who are not otherwise covered by another qualifying public retirement system as defined for purposes of Regulation §31.3121(b)(7)-2. A temporary Employee is an Employee who is categorized as a temporary Employee on the Employer’s payroll records.

4. [ ] Employees in elective positions (filled by an election, which may be by legislative body, board or committee, or by a jurisdiction’s qualified electorate)

5. [ ] Other: (any other group of Employees that is definitely determinable and not eligible for the Social Security Replacement Plan contribution).

The minimum contribution of 7.5% stated above will be satisfied by:
a. [ ] the Employee only (specify the contribution at the mandatory Employee contributions Question 30) b. [ ] the Employer only
c. [ ] both the Employee and the Employer. The Employee shall contribute the amount specified in Question 30 for mandatory Employee contributions) and the Employer shall contribute % of each eligible Participant's Compensation.

NOTE: If a. or c. above is selected, then the mandatory Employee contribution must be picked-up by the Employer at Question 30. Also, if b. or c. above is selected, then the allocation conditions in Question 25 DocuSign Envelope ID: 0FCD2AB1-11E0-47C2-8AED-651C4A1229F9 481588
Non-Standardized Governmental 401(a)

© 2020 FIS Capital Markets US LLC or its suppliers
11 below do not apply to the Employer contribution made pursuant to this provision. f. [ ] Other: (the formula described must satisfy the definitely determinable requirement under Regulation §1.401-1(b) and if this is a Money Purchase Pension, it must not be a discretionary contribution formula). NOTE: Under Question 24.f., the Employer may only describe the allocation of Nonelective Contributions from the elections available under Question 24 and/or a combination thereof as to a Participant group or contribution type (e.g., pro rata allocation applies to Group A; contributions to other Employees will be allocated in accordance with the classifications allocation provisions of Plan Section 4.3 with each Participant constituting a separate classification).

25. ALLOCATION CONDITIONS (Plan Section 4.3). If 24.a., b., c., or f. is selected above, indicate requirements to share in allocations of Employer contributions (select a. OR b. and all that apply at c. - e.) a. [ ] No conditions. All Participants share in the allocations regardless of service completed during the Plan Year or employment status on the last day of the Plan Year (skip to Question 26). b. [ ] Allocation conditions apply (select one of 1. - 5. AND one of 6. - 9. below) Conditions for Participants NOT employed on the last day of the Plan Year

1. [ ] A Participant must complete at least (not to exceed 500) Hours of Service if the actual hours/equivalency method is selected (or at least (not to exceed 3) months of service if the elapsed time method is selected).

2. [ ] A Participant must complete a Year of Service (or Period of Service if the elapsed time method is selected).

3. [ ] Participants will NOT share in the allocations, regardless of service.

4. [ ] Participants will share in the allocations, regardless of service.

5. [ ] Other: (must be definitely determinable and not subject to Employer discretion)
Conditions for Participants employed on the last day of the Plan Year

6. [ ] No service requirement.

7. [ ] A Participant must complete a Year of Service (or Period of Service if the elapsed time method is selected).

8. [ ] A Participant must complete at least Hours of Service during the Plan Year.

9. [ ] Other: (must be definitely determinable and not subject to Employer discretion)
Waiver of conditions for Participants NOT employed on the last day of the Plan Year. If b.1., 2., 3., or 5. above is selected, Participants who are not employed on the last day of the Plan Year in which one of the following events occur will be eligible to share in the allocations regardless of the above conditions (select all that apply; leave blank if none apply):
c. [ ] Death
d. [ ] Total and Permanent Disability
e. [ ] Termination of employment on or after Normal Retirement Age

1. [ ] or Early Retirement Date

26. EMPLOYER MATCHING CONTRIBUTIONS (Plan Section 4.1(b)(2) and Plan Section 4.12). (skip to Question 29 if matching contributions are NOT selected at Question 11.c.) The Employer will (or may with respect to any discretionary contribution) make the following matching contributions:

A. Employee contributions taken into account. For purposes of applying the matching contribution provisions below, the following amounts are being matched (hereafter referred to as "matched Employee contributions" (select one or more):
a. [X] Elective deferrals to a 457 plan. Enter Plan name(s): City of Eastvale 457(b) Plan b. [ ] Elective deferrals to a 403(b) plan. Enter Plan name(s):
c. [ ] Voluntary Employee Contributions
d. [ ] Other: (specify amounts that are matched under this Plan and are provided for within this Adoption Agreement)

B. Matching Formula. (select one)
e. [ ] Fixed - uniform rate/amount. The Employer will make matching contributions equal to % (e.g., 50) of the Participant's "matched Employee contributions"

1. [ ] that do not exceed % of a Participant's Compensation (leave blank if no limit) Additional matching contribution (choose 2. if applicable):

2. [ ] plus an additional matching contribution of a discretionary percentage determined by the Employer, a. [ ] but not to exceed % of Compensation. Such contribution is subject to the Instructions and Notice requirement of Section 4.12.

DocuSign Envelope ID: 0FCD2AB1-11E0-47C2-8AED-651C4A1229F9 482589
Non-Standardized Governmental 401(a)

© 2020 FIS Capital Markets US LLC or its suppliers
12 f. [ ] Fixed - tiered. The Employer will make matching contributions equal to a uniform percentage of each tier of each Participant's "matched Employee contributions", determined as follows:

NOTE: Fill in only percentages or dollar amounts, but not both. If percentages are used, each tier represents the amount of the Participant's applicable contributions that equals the specified percentage of the Participant's Compensation (add additional tiers if necessary):

Tiers of Contributions Matching Percentage
(indicate $ or %)
First %
Next %
Next %
Next %
g. [ ] Fixed - Years of Service. The Employer will make matching contributions equal to a uniform percentage of each Participant's "matched Employee contributions" based on the Participant's Years of Service (or Periods of Service if the elapsed time method is selected), determined as follows (add additional tiers if necessary):

Years (or Periods) of Service Matching Percentage
%
%
%
For purposes of the above matching contribution formula, a Year (or Period) of Service means a Year (or Period) of Service for:

1. [ ] vesting purposes

2. [ ] eligibility purposes
h. [X] Flexible Discretionary Match. (may not be elected if this Plan is a Money Purchase Pension Plan) "Flexible Discretionary Match" means a Matching Contribution which the Employer in its sole discretion elects to make to the Plan. Except as specified below, the Employer retains discretion over the formula or formulas for allocating the Flexible Discretionary Match, including the Discretionary Matching Contribution rate or amount, the limit(s) on Elective Deferrals or Employee Contributions subject to match, the per Participant match allocation limit(s), the Participants or categories of Participants who will receive the allocation, and the time period applicable to any matching formula(s) (collectively, the "Flexible Discretionary Matching Formula"), except as the Employer otherwise elects in its Adoption Agreement. Such contributions will be subject to the Instructions and Notice requirement of Section 4.12, reproduced below, unless the Employer elects to use a "Rigid Discretionary Match" in Election 26.B.h.1. below.

The discretionary matching contribution under this Question 26.B.h. is a "Flexible Discretionary Match" unless the Employer elects to use a "Rigid Discretionary Match." (Choose 1. if applicable.)

1. [X] Rigid Discretionary Match. A "Rigid Discretionary Match" means a Matching Contribution which the Employer in its sole discretion elects to make to the Plan. Such discretion will only pertain to the amount of the annual contribution. The Employer must select the allocation method for this Contribution by selecting among those Adoption Agreement options which confer no Employer Discretion regarding the allocation of such discretionary amount, for example, the limit(s) on Elective Deferrals or Employee Contributions subject to match, the per Participant match allocation limit(s), the Participants who will receive the allocation, and the time period applicable to any matching formula(s). This "Rigid Discretionary Match" is not subject to the Instructions and Notice requirement of Section 4.12.

Section 4.12 provides: INSTRUCTIONS TO ADMINISTRATOR AND NOTIFICATION TO PARTICIPANTS. For Plan Years beginning after the end of the Plan Year in which this document is first adopted, if a "Flexible Discretionary Match" contribution formula applies (i.e., a formula that provides an Employer with discretion regarding how to allocate a matching contribution to Participants) and the Employer makes a "Flexible Discretionary Match" to the Plan, the Employer must provide the Plan Administrator or Trustee written instructions describing (1) how the "Flexible Discretionary Match" formula will be allocated to Participants (e.g., a uniform percentage of Elective Deferrals or a flat dollar amount), (2) the computation period(s) to which the "Flexible Discretionary Match" formula applies, and (3) if applicable, a description of each business location or business classification subject to separate "Flexible Discretionary Match" allocation formulas. Such instructions must be provided no later than the date on which the "Flexible Discretionary Match" is made to the Plan. A summary of these instructions must be communicated to Participants who receive an allocation of the "Flexible Discretionary Match" no later than 60 days following the date on which the last "Flexible Discretionary Match" contribution is made to the Plan for the Plan Year.

i. [ ] Discretionary - tiered. (may not be elected if this Plan is a Money Purchase Pension Plan) The Employer may make matching contributions equal to a discretionary percentage of a Participant's "matched Employee contributions," to be determined by the Employer, of each tier, to be determined by the Employer. Such discretion will only pertain to the DocuSign Envelope ID: 0FCD2AB1-11E0-47C2-8AED-651C4A1229F9 483590
Non-Standardized Governmental 401(a)

© 2020 FIS Capital Markets US LLC or its suppliers
13 amount of the contribution. The tiers may be based on the rate of a Participant's "matched Employee contributions" or Years of Service. Such contribution is subject to the Instructions and Notice requirement of Section 4.12.

NOTE: Fill in only percentages or dollar amounts, but not both. If percentages are used, each tier represents the amount of the Participant's applicable contributions that equals the specified percentage of the Participant's Compensation (add additional tiers if necessary):

Tiers of Contributions Matching Percentage
(indicate $ or %)
First %
Next %
Next %
Next %
j. [ ] Other: (the formula described must satisfy the definitely determinable requirement under Regulation §1.401-1(b) and if this is a Money Purchase Pension Plan, it must not be a discretionary contribution formula. NOTE: Under Question 26.B.j., the Employer may only describe the allocation of Matching Contributions from the elections available under Question 26 and/or a combination thereof as to a Participant group or contribution type (e.g., fixed – uniform rate applies to Group A; contributions to other Employees will be allocated as a tiered contribution.)

27. MATCHING CONTRIBUTION PROVISIONS
A. Maximum matching contribution. The total matching contribution made on behalf of any Participant for any Plan Year will not exceed:
a. [X] N/A (no Plan specific limit on the amount of matching contribution) b. [ ] $ .
c. [ ] % of Compensation.

B. Period of determination. Any matching contribution other than a "Flexible Discretionary Match" will be applied on the following basis (and "matched Employee contributions" and any Compensation or dollar limitation used in determining the matching contribution will be based on the applicable period. Skip if the only Matching Contribution is a Flexible Discretionary Match.):
d. [ ] the Plan Year (potential annual true-up required) e. [X] each payroll period (no true-up)
f. [ ] each month (potential monthly true-up required) g. [ ] each Plan Year quarter (potential quarterly true-up required) h. [ ] each payroll unit (e.g., hour) (no true-up)
i. [ ] Other (specify): The time period described must be definitely determinable under Treas. Reg. §1.401-1(b). This line may be used to apply different options to different matching contributions (e.g., Discretionary matching contributions will be allocated on a Plan Year period while fixed matching contributions will be allocated on each payroll period.) Such contribution period is subject to the Instructions and Notice requirement of Section 4.12.

28. ALLOCATION CONDITIONS (Plan Section 4.3) Select a. OR b. and all that apply of c. - h. a. [X] No conditions. All Participants share in the allocations regardless of service completed during the Plan Year or employment status on the last day of the Plan Year (skip to Question 29). b. [ ] Allocation conditions apply (select one of 1. - 5. AND one of 6. - 9. below) Conditions for Participants NOT employed on the last day of the Plan Year.

1. [ ] A Participant must complete more than Hours of Service (or months of service if the elapsed time method is selected).

2. [ ] A Participant must complete a Year of Service (or Period of Service if the elapsed time method is selected).

3. [ ] Participants will NOT share in the allocations, regardless of service.

4. [ ] Participants will share in the allocations, regardless of service.

5. [ ] Other: (must be definitely determinable)

Conditions for Participants employed on the last day of the Plan Year

6. [ ] No service requirement.

7. [ ] A Participant must complete a Year of Service (or Period of Service if the elapsed time method is selected).

8. [ ] A Participant must complete at least Hours of Service during the Plan Year.

9. [ ] Other: (must be definitely determinable and not subject to Employer discretion)

Waiver of conditions for Participants NOT employed on the last day of the Plan Year. If b.1., 2., 3., or 5. is selected, Participants who are not employed on the last day of the Plan Year in which one of the following events occur will be eligible to share in the allocations regardless of the above conditions (select all that apply; leave blank if none apply):
c. [ ] Death
d. [ ] Total and Permanent Disability
e. [ ] Termination of employment on or after Normal Retirement Age

1. [ ] or Early Retirement Date
DocuSign Envelope ID: 0FCD2AB1-11E0-47C2-8AED-651C4A1229F9 484591
Non-Standardized Governmental 401(a)

© 2020 FIS Capital Markets US LLC or its suppliers
14 Conditions based on period other than Plan Year. The allocation conditions above will be applied based on the Plan Year unless otherwise selected below. If selected, the above provisions will be applied by substituting the term Plan Year with the specified period (e.g., if Plan Year quarter is selected below and the allocation condition is 250 Hours of Service per quarter, enter 250 hours (not 1000) at b.8. above).
f. [ ] The Plan Year quarter.
g. [ ] Payroll period.
h. [ ] Other: (must be definitely determinable and not subject to Employer discretion and may not be longer than a twelve month period).

29. FORFEITURES (Plan Sections 1.21 and 4.3(e))
Timing of Forfeitures. Except as provided in Plan Section 1.21, a Forfeiture will occur:
a. [X] N/A (may only be selected if all contributions are fully Vested (default provisions at Plan Section 4.3(e) apply)) b. [ ] As of the earlier of (1) the last day of the Plan Year in which the former Participant incurs five (5) consecutive 1-Year Breaks in Service, or (2) the distribution of the entire Vested portion of the Participant's Account. c. [ ] As of the last day of the Plan Year in which the former Participant incurs five (5) consecutive 1-Year Breaks in Service. d. [ ] As soon as reasonably practical after the date the Participant severs employment.

Use of Forfeitures. (skip if this is NOT a Money Purchase Pension Plan; for Profit Sharing Plans, Forfeitures are disposed of in accordance with Employer direction that is consistent with Section 4.3(e)).

Forfeitures will be (select one):
e. [ ] added to the Employer contribution and allocated in the same manner f. [ ] used to reduce any Employer contribution
g. [ ] allocated to all Participants eligible to share in the allocations of Employer contributions or Forfeitures in the same proportion that each Participant's Compensation for the Plan Year bears to the Compensation of all Participants for such year
h. [ ] other: (describe the treatment of Forfeitures in a manner that is definitely determinable and that is not subject to Employer discretion)

30. MANDATORY EMPLOYEE CONTRIBUTIONS (Plan Section 4.8) (skip if mandatory Employee contributions NOT selected at Question 11.d.)

Type of mandatory Employee Contribution. The mandatory Employee contribution is being made in accordance with the following: (select one)
a. [ ] The mandatory Employee contribution is a condition of employment. b. [ ] The Employee must make, on or before first being eligible to participate under any Plan of the Employer, an irrevocable election to contribute the mandatory Employee contribution to the Plan. No Eligible Employee will become a Participant unless the Employee makes such an irrevocable election.

Amount of mandatory Employee Contribution (select one)
c. [ ] An Eligible Employee must contribute to the Plan % (not to exceed 25%) of Compensation. d. [ ] An Eligible Employee must, prior to his or her first Entry Date, make a one-time irrevocable election to contribute to the Plan from % (not less than 1%) to % (not to exceed 25%) of Compensation.

Conditions of Mandatory Employee Contributions
e. [ ] Additional provisions and conditions: (must be definitely determinable; e.g., Only full-time Employees must make mandatory Employee contributions)

Employer pick-up contribution. The mandatory Employee contribution is "picked-up" by the Employer under Code §414(h)(2) unless elected below. (select if applicable)
f. [ ] The mandatory Employee contribution is not "picked-up" by the Employer.

DISTRIBUTIONS

31. FORM OF DISTRIBUTIONS (Plan Sections 6.5 and 6.6)
Distributions under the Plan may be made in (select all that apply; must select at least one):
a. [X] lump-sums
b. [X] substantially equal installments
c. [X] partial withdrawals, provided the minimum withdrawal is $ (leave blank if no minimum) d. [ ] partial withdrawals or installments are only permitted for Participants or Beneficiaries who must receive required minimum distributions under Code §401(a)(9) except for the following (leave blank if no exceptions):

1. [ ] Only Participants (and not Beneficiaries) may elect partial withdrawals or installments

2. [ ] Other: (e.g., partial is not permitted for death benefits.

Must be definitely determinable and not subject to Employer discretion.) e. [ ] annuity: (describe the form of annuity or annuities) DocuSign Envelope ID: 0FCD2AB1-11E0-47C2-8AED-651C4A1229F9 485592
Non-Standardized Governmental 401(a)

© 2020 FIS Capital Markets US LLC or its suppliers
15 f. [ ] other: (must be definitely determinable and not subject to Employer discretion) NOTE: Regardless of the above, a Participant is not required to request a withdrawal of his or her total Account for an in-service distribution, a hardship distribution, or a distribution from the Participant's Rollover Account.

Cash or property. Distributions may be made in:
g. [X] cash only, except for (select all that apply; leave blank if none apply):

1. [ ] insurance Contracts

2. [ ] annuity Contracts

3. [ ] Participant loans

4. [ ] all investments in an open brokerage window or similar arrangement h. [ ] cash or property, except that the following limitation(s) apply: (leave blank if there are no limitations on property distributions):

1. [ ] (must be definitely determinable and not subject to Employer discretion)

Joint and Survivor Annuity provisions. (Plan Sections 6.5(e) and 6.6(e) (select one) The Joint and Survivor Annuity provisions do not apply to the Plan unless selected below (choose if applicable) i. [ ] Joint and Survivor Annuity applicable as normal form of distribution. The Joint and Survivor annuity rules set forth in Plan Sections 6.5(e) and 6.5(f) apply to all Participants (if selected, then annuities are a form of distribution under the Plan even if e. above is not selected)
j. [ ] Joint and Survivor Annuity rules apply based on Participant election. Plan Section 6.5(f) will apply and the joint and survivor rules of Code §§401(a)(11) and 417 (as set forth in Plan Sections 6.5(e) and 6.6(e) will apply only if an annuity form of distribution is selected by a Participant.

AND, if i. or j. is selected above, the one-year marriage rule does not apply unless selected below (choose if applicable).

1. [ ] The one-year marriage rule applies.

Spousal consent requirements. Spousal consent is not required for any Plan provisions (except as otherwise elected in i. above for the joint and survivor annuity rules) unless selected below (choose if applicable) k. [ ] Required for all distributions. A Spouse must consent to all distributions (other than required minimum distributions). l. [ ] Beneficiary designations. A married Participant's Spouse will be the Beneficiary of the entire death benefit unless the Spouse consents to an alternate Beneficiary.

AND, if k. or l. is selected, the one-year marriage rule does not apply unless selected below (choose if applicable).

1. [ ] The one-year marriage rule applies.

32. CONDITIONS FOR DISTRIBUTIONS UPON SEVERANCE OF EMPLOYMENT. Distributions upon severance of employment pursuant to Plan Section 6.4(a) will not be made unless the following conditions have been satisfied:

A. Accounts in excess of $5,000
a. [X] Distributions may be made as soon as administratively feasible following severance of employment. b. [ ] Distributions may be made as soon as administratively feasible after the last day of the Plan Year coincident with or next following severance of employment.
c. [ ] Distributions may be made as soon as administratively feasible after the last day of the Plan Year quarter coincident with or next following severance of employment.
d. [ ] Distributions may be made as soon as administratively feasible after the Valuation Date coincident with or next following severance of employment.
e. [ ] Distributions may be made as soon as administratively feasible after months have elapsed following severance of employment.
f. [ ] No distributions may be made until a Participant has reached Early or Normal Retirement Date. g. [ ] Other: (must be objective conditions which are ascertainable and may not exceed the limits of Code §401(a)(14) as set forth in Plan Section 6.7)

B. Accounts of $5,000 or less
h. [X] Same as above
i. [ ] Distributions may be made as soon as administratively feasible following severance of employment. j. [ ] Distributions may be made as soon as administratively feasible after the last day of the Plan Year coincident with or next following severance of employment.
k. [ ] Other: (must be objective conditions which are ascertainable and may not exceed the limits of Code §401(a)(14) as set forth in Plan Section 6.7)

DocuSign Envelope ID: 0FCD2AB1-11E0-47C2-8AED-651C4A1229F9 486593
Non-Standardized Governmental 401(a)

© 2020 FIS Capital Markets US LLC or its suppliers
16 C. Timing after initial distributable event. If a distribution is not made in accordance with the above provisions upon the occurrence of the distributable event, then a Participant may elect a subsequent distribution at any time after the time the amount was first distributable (assuming the amount is still distributable), unless otherwise selected below (may not be selected with 32.f. and 32.h.):
l. [ ] Other: (e.g., a subsequent distribution request may only be made in accordance with l. above (i.e., the last day of another Plan Year); must be objective conditions which are ascertainable and may not exceed the limits of Code §401(a)(14) as set forth in Plan Section 6.7)

D. Participant consent (i.e., involuntary cash-outs). Should Vested Account balances less than a certain dollar threshold be automatically distributed without Participant consent (mandatory distributions)? NOTE: The Plan provides that distributions of amounts of $5,000 or less are only paid as lump-sums. m. [X] No, Participant consent is required for all distributions. n. [ ] Yes, Participant consent is required only if the distribution is over:

1. [ ] $5,000

2. [ ] $1,000

3. [ ] $ (less than $1,000)
NOTE: If 2. or 3. is selected, rollovers will be included in determining the threshold for Participant consent.

Automatic IRA rollover. With respect to mandatory distributions of amounts that are $1,000 or less, if a Participant makes no election, the amount will be distributed as a lump-sum unless selected below.

4. [ ] If a Participant makes no election, then the amount will be automatically rolled over to an IRA provided the amount is at least $ (e.g., $200).

E. Rollovers in determination of $5,000 threshold. Unless otherwise elected below, amounts attributable to rollover contributions (if any) will be included in determining the $5,000 threshold for timing of distributions, form of distributions, or consent rules. o. [ ] Exclude rollovers (rollover contributions will be excluded in determining the $5,000 threshold) NOTE: Regardless of the above election, if the Participant consent threshold is $1,000 or less, then the Administrator must include amounts attributable to rollovers for such purpose. In such case, an election to exclude rollovers above will apply for purposes of the timing and form of distributions.

33. DISTRIBUTIONS UPON DEATH (Plan Section 6.8(b)(2))
Distributions upon the death of a Participant prior to the "required beginning date" will:
a. [X] be made pursuant to the election of the Participant or "designated Beneficiary" b. [ ] begin within 1 year of death for a "designated Beneficiary" and be payable over the life (or over a period not exceeding the "life expectancy") of such Beneficiary, except that if the "designated Beneficiary" is the Participant's Spouse, begin prior to December 31st of the year in which the Participant would have attained age 70 1/2 c. [ ] be made within 5 (or if lesser ) years of death for all Beneficiaries d. [ ] be made within 5 (or if lesser ) years of death for all Beneficiaries, except that if the "designated Beneficiary" is the Participant's Spouse, begin prior to December 31st of the year in which the Participant would have attained age 70 1/2 and be payable over the life (or over a period not exceeding the "life expectancy") of such "surviving Spouse" NOTE: The elections above must be coordinated with the Form of distributions (e.g., if the Plan only permits lump-sum distributions, then options a., b. and d. would not be applicable).

34. OTHER PERMITTED DISTRIBUTIONS (select all that apply; leave blank if none apply) A. IN-SERVICE DISTRIBUTIONS (Plan Section 6.11)
In-service distributions will NOT be allowed (except as otherwise permitted under the Plan without regard to this provision) unless selected below (if applicable, answer a. - e.; leave blank if not applicable):
a. [X] In-service distributions may be made to a Participant who has not separated from service provided the following has been satisfied (select one or more) (options 2. - 5. may only be selected with Profit Sharing Plans):

1. [X] Age. The Participant has reached: (select one)
a. [ ] Normal Retirement Age
b. [ ] age 62
c. [X] age 59 1/2 (may not be selected if a Money Purchase Pension Plan) d. [ ] age (may not be less than age 62 for Money Purchase Pension Plans)

2. [ ] the Participant has been a Participant in the Plan for at least years (may not be less than five (5))

3. [ ] the amounts being distributed have accumulated in the Plan for at least 2 years

4. [ ] other: (must satisfy the definitely determinable requirement under Regulations §401-1(b); may not be subject to Employer discretion; and must be limited to a combination of items a.1. – a.3. or a Participant's disability).)

More than one condition. If more than one condition is selected above, then a Participant only needs to satisfy one of the conditions, unless selected below:

5. [ ] A Participant must satisfy each condition
NOTE: Distributions from a Transfer Account attributable to a Money Purchase Pension Plan are not permitted prior to age 62.

DocuSign Envelope ID: 0FCD2AB1-11E0-47C2-8AED-651C4A1229F9 487594
Non-Standardized Governmental 401(a)

© 2020 FIS Capital Markets US LLC or its suppliers
17 Account restrictions. In-service distributions are permitted from the following Participant Accounts:
b. [ ] all Accounts
c. [ ] only from the following Accounts (select one or more):

1. [ ] Account attributable to Employer matching contributions

2. [ ] Account attributable to Employer contributions other than matching contributions

3. [ ] Rollover Account

4. [ ] Transfer Account
Permitted from the following assets attributable to (select one or both):
a. [ ] non-pension assets
b. [ ] pension assets (e.g., from a Money Purchase Pension Plan)

5. [ ] Mandatory Employee Contribution Account

6. [ ] Other: (specify Account(s) and conditions in a manner that satisfies the definitely determinable requirement under Regulation §1.401-1(b) and is not subject to Employer discretion)

Limitations. The following limitations apply to in-service distributions:
d. [X] N/A (no additional limitations)
e. [ ] Additional limitations (select one or more):

1. [ ] The minimum amount of a distribution is $ .

2. [ ] No more than distribution(s) may be made to a Participant during a Plan Year.

3. [ ] Distributions may only be made from Accounts which are fully Vested.

4. [ ] In-service distributions may be made subject to the following provisions: (must satisfy the definitely determinable requirement under Regulation §1.401-1(b) and not be subject to Employer discretion).

B. HARDSHIP DISTRIBUTIONS (Plan Sections 6.12) (may not be selected if this is a Money Purchase Pension Plan) Hardship distributions will NOT be allowed (except as otherwise permitted under the Plan without regard to this provision) unless selected below (leave blank if not applicable):
f. [X] Hardship distributions are permitted from the following Participant Accounts:

1. [X] all Accounts

2. [ ] only from the following Accounts (select one or more):
a. [ ] Account attributable to Employer matching contributions b. [ ] Account attributable to Employer contributions other than matching contributions c. [ ] Rollover Account (if not available at any time under Question 36) d. [ ] Transfer Account (other than amounts attributable to a money purchase pension plan) e. [ ] Mandatory Employee Contribution Account
f. [ ] Other: (specify Account(s) and conditions in a manner that is definitely determinable and not subject to Employer discretion) NOTE: Hardship distributions are NOT permitted from a Transfer Account attributable to pension assets (e.g., from a Money Purchase Pension Plan).

Additional limitations. The following limitations apply to hardship distributions:

3. [X] N/A (no additional limitations)

4. [ ] Additional limitations (select one or more):
a. [ ] The minimum amount of a distribution is $ . b. [ ] No more than distribution(s) may be made to a Participant during a Plan Year. c. [ ] Distributions may only be made from Accounts which are fully Vested. d. [ ] A Participant does not include a Former Employee at the time of the hardship distribution. e. [ ] Hardship distributions may be made subject to the following provisions: (must satisfy the definitely determinable requirement under Regulation §1.401-1(b) and not be subject to Employer discretion).

Beneficiary Hardship. Hardship distributions for Beneficiary expenses are NOT allowed unless otherwise selected below.

5. [X] Hardship distributions for expenses of Beneficiaries are allowed Special effective date (may be left blank if effective date is same as the Plan or Restatement Effective Date; select a. and, if applicable, b.)
a. [ ] effective as of
b. [ ] eliminated effective as of .

DocuSign Envelope ID: 0FCD2AB1-11E0-47C2-8AED-651C4A1229F9 488595
Non-Standardized Governmental 401(a)

© 2020 FIS Capital Markets US LLC or its suppliers
18 MISCELLANEOUS

35. LOANS TO PARTICIPANTS (Plan Section 7.4)
a. [X] New loans are NOT permitted.
b. [ ] New loans are permitted.

NOTE: Regardless of whether new loans are permitted, if the Plan permits rollovers and/or plan-to-plan transfers, then the Administrator may, in a uniform manner, accept rollovers and/or plan-to-plan transfers of loans into this Plan.

36. ROLLOVERS (Plan Section 4.6) (skip if rollover contributions are NOT selected at 11.f.) Eligibility. Rollovers may be accepted from all Participants who are Employees as well as the following (select all that apply; leave blank if not applicable):
a. [X] Any Eligible Employee, even prior to meeting eligibility conditions to be a Participant b. [ ] Participants who are Former Employees
Distributions. When may distributions be made from a Participant's Rollover Account? c. [X] At any time
d. [ ] Only when the Participant is otherwise entitled to any distribution under the Plan

37. HEART ACT (Plan Section 4.11) (select one or more)
a. [X] HEART ACT Continued benefit accruals. Continued benefit accruals will apply b. [X] Distributions for deemed severance of employment. The Plan permits distributions for deemed severance of employment.

DocuSign Envelope ID: 0FCD2AB1-11E0-47C2-8AED-651C4A1229F9 489596
Non-Standardized Governmental 401(a)

© 2020 FIS Capital Markets US LLC or its suppliers
19 Reliance on Provider Opinion Letter. The Provider has obtained from the IRS an Opinion Letter specifying the form of this document satisfies Code §401 as of the date of the Opinion Letter. An adopting Employer may rely on the Provider’s IRS Opinion Letter only to the extent provided in Rev. Proc. 2017-41 or subsequent guidance. The Employer may not rely on the Opinion Letter in certain other circumstances or with respect to certain qualification requirements, which are specified in the Opinion Letter and in Rev. Proc. 2017-41 or subsequent guidance. In order to have reliance in such circumstances or with respect to such qualification requirements, the Employer must apply for a determination letter to Employee Plans Determinations of the IRS.

An Employer who has ever maintained or who later adopts an individual medical account, as defined in Code §415(l)(2)) in addition to this Plan may not rely on the opinion letter issued by the Internal Revenue Service with respect to the requirements of Code§415.

This Adoption Agreement may be used only in conjunction with the basic Plan document #03. This Adoption Agreement and the basic Plan document will together be known as FIS Capital Markets US LLC Non-Standardized Governmental 401(a) Pre-Approved Plan #03- 001.

The adoption of this Plan, its qualification by the IRS, and the related tax consequences are the responsibility of the Employer and its independent tax and legal advisors.

Execution for Page Substitution Amendment Only. If this paragraph is completed, this Execution Page documents an amendment to Adoption Agreement Election(s) effective , by substitute Adoption Agreement page number(s) . The Employer should retain all Adoption Agreement Execution Pages and amended pages. (Note: The Effective Date may be retroactive or may be prospective.)

The Provider, Voya Retirement Insurance and Annuity Company will notify the Employer of any amendment to this Pre-approved Plan or of any abandonment or discontinuance by the Provider of its maintenance of this Pre-approved Plan. In addition, this Plan is provided to the Employer either in connection with investment in a product or pursuant to a contract or other arrangement for products and/or services.

Upon cessation of such investment in a product or cessation of such contract or arrangement, as applicable, the Employer is no longer considered to be an adopter of this Plan and FIS Capital Markets US LLC no longer has any obligations to the Employer that relate to the adoption of this Plan. For inquiries regarding the adoption of the Pre-approved Plan, the Provider's intended meaning of any Plan provisions or the effect of the Opinion Letter issued to the Provider, please contact the Provider or the Provider’s representative.

Provider Name: Voya Retirement Insurance and Annuity Company Address: One Orange Way
Windsor Connecticut 06054
Telephone Number: 860-580-4646
Email address (optional):

The Employer, by executing below, hereby adopts this Plan (add additional signature lines as needed). NOTE: If more than one Plan type is adopted, the Plan Provider must provide multiple plan documents for Employer signature.

EMPLOYER: City of Eastvale

By:

DATE SIGNED

DocuSign Envelope ID: 0FCD2AB1-11E0-47C2-8AED-651C4A1229F9 6/20/2024
490597
Non-Standardized Governmental 401(a)

© 2020 FIS Capital Markets US LLC or its suppliers
1 APPENDIX A

SPECIAL EFFECTIVE DATES AND OTHER PERMITTED ELECTIONS

A. Special effective dates (leave blank if not applicable):
a. [ ] Special effective date(s): . For periods prior to the specified special effective date(s), the Plan terms in effect prior to its restatement under this Adoption Agreement will control for purposes of the designated provisions. A special effective date may not result in the delay of a Plan provision beyond the permissible effective date under any applicable law. (The Employer has reliance on the IRS Opinion Letter only if the features described in the preceding sentence constitute protected benefits within the meaning of Code Section 411(d)(6) and the regulations thereunder, and only if such features are permissible in a "Cycle 3" preapproved plan, i.e., the features are not specifically prohibited by Revenue Procedure 2017-41 (or any superseding guidance)

B. Other permitted elections (the following elections are optional):
a. [X] No other permitted elections

The following elections apply (select one or more):
b. [ ] Deemed 125 compensation (Plan Section 1.23). Deemed 125 compensation will be included in Compensation and 415 Compensation.
c. [ ] Break-in-Service Rules. The following Break-in-Service rules apply to the Plan.(select 1. or 2.)

1. [ ] Reemployed after five (5) 1-Year Breaks in Service ("rule of parity" provisions) (Plan Section 3.5(e)).

The "rule of parity" provisions in Plan Section 3.5(d) will apply for (select one or both):
a. [ ] eligibility purposes
b. [ ] vesting purposes

2. [ ] Break-in-Service rules for rehired Employees. The following Break-in-Service rules set forth in Plan Sections 3.2 and 3.5 apply: (select one or both)
a. [ ] all Break-in-Service rules set forth in such Sections. b. [ ] only the following: (specify which provisions apply to the Plan) d. [ ] Beneficiary if no beneficiary elected by Participant (Plan Section 6.2(f)). In the event no valid designation of Beneficiary exists, then in lieu of the order set forth in Plan Section 6.2(f), the following order of priority will be used:
(specify an order of beneficiaries; e.g., children per stirpes, parents, and then step-children). e. [ ] Joint and Survivor Annuity/Pre-Retirement Survivor Annuity. If the Plan applies the Joint and Survivor Annuity rules, then the normal form of annuity will be a joint and 50% survivor annuity (i.e., if 31.i. or 31.j. is selected) and the Pre-Retirement Survivor Annuity will be equal to 50% of a Participant's interest in the Plan unless selected below (select 1. and/or 2.)

1. [ ] Normal form of annuity. Instead of a joint and 50% survivor annuity, the normal form of the qualified Joint and Survivor Annuity will be: (select one)
a. [ ] joint and 100% survivor annuity
b. [ ] joint and 75% survivor annuity
c. [ ] joint and 66 2/3% survivor annuity

2. [ ] Pre-Retirement Survivor Annuity. The Pre-Retirement Survivor Annuity (minimum Spouse's death benefit) will be equal to 50% of a Participant's interest in the Plan unless a different percentage is selected below: (select one)
a. [ ] 100% of a Participant's interest in the Plan.
b. [ ] % (may not be less than 50%) of a Participant's interest in the Plan. f. [ ] Limitation Year (Plan Section 1.30). The Limitation Year for Code §415 purposes will be (must be a consecutive twelve month period) instead of the "determination period" for Compensation. g. [ ] 415 Limits when 2 defined contribution plans are maintained (Plan Section 4.4). If any Participant is covered under another qualified defined contribution plan maintained by the Employer or an Affiliated Employer, or if the Employer or an Affiliated Employer maintains a welfare benefit fund, as defined in Code §419(e), or an individual medical account, as defined in Code §415(l)(2), under which amounts are treated as "annual additions" with respect to any Participant in this Plan, then the provisions of Plan Section 4.4(b) will apply unless otherwise specified below:

1. [ ] Specify, in a manner that precludes Employer discretion, the method under which the plans will limit total "annual additions" to the "maximum permissible amount" and will properly reduce any "excess amounts":
.
h. [ ] Recognition of Service with other employers (Plan Sections 1.40 and 1.55). Service with the following employers (in addition to those specified at Question 15) will be recognized as follows (select one or more):

DocuSign Envelope ID: 0FCD2AB1-11E0-47C2-8AED-651C4A1229F9 491598
Non-Standardized Governmental 401(a)

© 2020 FIS Capital Markets US LLC or its suppliers
2 Contribution
Eligibility Vesting Allocation

1. [ ] Employer name: a. [ ] b. [ ] c. [ ]

2. [ ] Employer name: a. [ ] b. [ ] c. [ ]

3. [ ] Employer name: a. [ ] b. [ ] c. [ ]

4. [ ] Employer name: a. [ ] b. [ ] c. [ ]

5. [ ] Employer name: a. [ ] b. [ ] c. [ ]

6. [ ] Employer name: a. [ ] b. [ ] c. [ ]

Limitations

7. [ ] The following provisions or limitations apply with respect to the a. [ ] b. [ ] c. [ ] recognition of prior service:
(e.g., credit service with X only on/following 1/1/19)
i. [ ] Other vesting provisions. The following vesting provisions apply to the Plan (select one or more):

1. [ ] Special vesting provisions. The following special provisions apply to the vesting provisions of the Plan:
(must be definitely determinable and satisfy the parameters set forth at Question 17)

2. [ ] Pre-amendment vesting schedule. (Plan Section 6.4(b)). If the vesting schedule has been amended and a different vesting schedule other than the schedule at Question 17 applies to any Participants, then the following provisions apply (must select one of a. – d.):

Applicable Participants. The vesting schedules in Question 17 only apply to:
a. [ ] Participants who are Employees as of (enter date). b. [ ] Participants in the Plan who have an Hour of Service on or after (enter date).
c. [ ] Participants (even if not an Employee) in the Plan on or after (enter date). d. [ ] Other: (e.g., Participants in division A. Must be definitely determinable.)
j. [ ] Minimum distribution transitional rules (Plan Section 6.8(e)(5)) NOTE: This Section does not apply to (1) a new Plan, (2) an amendment or restatement of an existing Plan that never contained the provisions of Code §401(a)(9) as in effect prior to the amendments made by the Small Business Job Protection Act of 1996 (SBJPA), or (3) a Plan where the transition rules below do not affect any current Participants.

The "required beginning date" for a Participant is:

1. [ ] April 1st of the calendar year following the year in which the Participant attains age 70 1/2. (pre-SBJPA rules continue to apply)

2. [ ] April 1st of the calendar year following the later of the year in which the Participant attains age 70 1/2 or retires (the post-SBJPA rules), with the following exceptions (select one or both; leave blank if both applied effective as of January 1, 1996):
a. [ ] A Participant who was already receiving required minimum distributions under the pre-SBJPA rules as of (may not be earlier than January 1, 1996) was allowed to stop receiving distributions and have them recommence in accordance with the post-SBJPA rules. Upon the recommencement of distributions, if the Plan permits annuities as a form of distribution then the following apply:

1. [ ] N/A (annuity distributions are not permitted)

2. [ ] Upon the recommencement of distributions, the original Annuity Starting Date will be retained.

3. [ ] Upon the recommencement of distributions, a new Annuity Starting Date is created. b. [ ] A Participant who had not begun receiving required minimum distributions as of (may not be earlier than January 1, 1996) may elect to defer commencement of distributions until retirement. The option to defer the commencement of distributions (i.e., to elect to receive in-service distributions upon attainment of age 70 1/2) applies to all such Participants unless selected below:

1. [ ] The in-service distribution option was eliminated with respect to Participants who attained age 70 1/2 in or after the calendar year that began after the later of (1) December 31, 1998, or (2) the adoption date of the restatement to bring the Plan into compliance with the SBJPA.

DocuSign Envelope ID: 0FCD2AB1-11E0-47C2-8AED-651C4A1229F9 492599
Non-Standardized Governmental 401(a)

© 2020 FIS Capital Markets US LLC or its suppliers
3 k. [ ] Other spousal provisions (select one or more)

1. [ ] Definition of Spouse. The term Spouse includes a spouse under federal law as well as the following:
.

2. [ ] Automatic revocation of spousal designation (Plan Section 6.2(g)). The automatic revocation of a spousal Beneficiary designation in the case of divorce does not apply.

3. [ ] Timing of QDRO payment. A distribution to an Alternate Payee shall not be permitted prior to the time a Participant would be entitled to a distribution.
l. [ ] Applicable law. Instead of using the applicable laws set forth in Plan Section 9.4(a), the Plan will be governed by the laws of:
m. [ ] Total and Permanent Disability. Instead of the definition at Plan Section 1.50, Total and Permanent Disability means:
(must be definitely determinable).

n. [ ] Inclusion of Reclassified Employees (Plan Section 1.17(a)). The Employer does not exclude Reclassified Employees subject to the following provisions: (leave blank if not applicable):
o. [ ] Claims procedures (Plan Section 2.10). The claims procedures forth in Plan Section 2.10(a) – (b) apply unless otherwise elected below or unless the Administrator has operationally adopted alternative procedures.

1. [ ] The claims procedures set forth in Plan Section 2.10(c) – (g) apply instead of Plan Section 2.10(a).

2. [ ] The claims procedures set forth in Plan Section 2.10(c)-(g) apply as follows:
(specify which provisions apply and/or modified)
p. [ ] Age 62 In-Service Distributions For Transferred Money Purchase Assets (Plan Section 6.11) In-service distributions will be allowed for Participants at age 62. (applies only for Transfer Accounts from a Money Purchase Pension Plan) (skip this question if the Plan is a Money Purchase Pension Plan or if in-service distributions are already permitted for Transferred Accounts at Question 34) Limitations. The following limitations apply to these in-service distributions:

1. [ ] The Plan already provides for in-service distributions and the restrictions set forth in the Plan (e.g., minimum amount of distributions or frequency of distributions) are applicable to in-service distributions at age 62.

2. [ ] N/A (no limitations)

3. [ ] The following elections apply to in-service distributions at age 62 (select one or more):
a. [ ] The minimum amount of a distribution is $ (may not exceed $1,000). b. [ ] No more than distribution(s) may be made to a Participant during a Plan Year. c. [ ] Distributions may only be made from Accounts which are fully Vested. d. [ ] In-service distributions may be made subject to the following provisions: (must be definitely determinable and not subject to discretion).
q. [ ] QLACs. (Plan Section 6.8(e)(4) A Participant may elect a QLAC (as defined in Plan Section 6.8(e)(4)) or any alternative form of annuity permitted pursuant to a QLAC in which the Participant’s Account has been invested.

DocuSign Envelope ID: 0FCD2AB1-11E0-47C2-8AED-651C4A1229F9 493600
Non-Standardized Governmental 401(a)

© 2020 FIS Capital Markets US LLC or its suppliers
1 ADMINISTRATIVE PROCEDURES

The following are optional administrative provisions. The Administrator may implement procedures that override any elections in this Section without a formal Plan amendment. In addition, modifications to these procedures will not affect an Employer's reliance on the Plan.

A. Loan Limitations. (complete only if loans to Participants are permitted; leave blank if none apply) a. [ ] Limitations (select one or more):

1. [ ] Loans will be treated as Participant directed investments.

2. [ ] Loans will only be made for hardship or financial necessity as specified below (select a. or b.) a. [ ] hardship reasons specified in Plan Section 6.12 b. [ ] financial necessity (as defined in the loan program).

3. [ ] The minimum loan will be $ .

4. [ ] A Participant may only have (e.g., one (1)) loan(s) outstanding at any time.

5. [ ] All outstanding loan balances will become due and payable in their entirety upon the occurrence of a distributable event (other than satisfaction of the conditions for an in -service distribution (including a hardship distribution), if applicable).

6. [ ] The home loan term will be years. (if not selected, the Administrator establishes the term for repayment of a home loan)

7. [ ] Account restrictions. Loans will only be permitted from the following Participant Accounts (select all that apply or leave blank if no limitations apply):
a. [ ] Account(s) attributable to Employer matching contributions b. [ ] Account attributable to Employer contributions other than matching contributions c. [ ] Rollover Account
d. [ ] Transfer Account
e. [ ] Other:

AND, if loans are restricted to certain accounts, the limitations of Code §72(p) will be applied:
f. [ ] by determining the limits by only considering the restricted accounts. g. [ ] by determining the limits taking into account a Participant's entire interest in the Plan.

Additional Loan Provisions (select all that apply; leave blank if none apply) b. [ ] Loan payments. Loans are repaid by (if left blank, then payroll deduction applies unless Participant is not subject to payroll (e.g., partner who only has a draw)):

1. [ ] payroll deduction

2. [ ] ACH (Automated Clearing House)

3. [ ] check
a. [ ] Only for prepayment
c. [ ] Interest rate. Loans will be granted at the following interest rate (if left blank, then 3. below applies):

1. [ ] percentage points over the prime interest rate

2. [ ] %

3. [ ] the Administrator establishes the rate at the time the loan is made d. [ ] Refinancing. Loan refinancing is allowed.

B. Life Insurance. (Plan Section 7.3)
a. [X] Life insurance may not be purchased.
b. [ ] Life insurance may be purchased...

1. [ ] at the option of the Administrator

2. [ ] at the option of the Participant

Limitations

3. [ ] N/A (no limitations)

4. [ ] The purchase of initial or additional life insurance will be subject to the following limitations (select one or more):
a. [ ] Each initial Contract will have a minimum face amount of $ . b. [ ] Each additional Contract will have a minimum face amount of $ . c. [ ] The Participant has completed Years (or Periods) of Service. d. [ ] The Participant has completed Years (or Periods) of Service while a Participant in the Plan. e. [ ] The Participant is under age on the Contract issue date. f. [ ] The maximum amount of all Contracts on behalf of a Participant may not exceed $ . g. [ ] The maximum face amount of any life insurance Contract will be $ .

C. Plan Expenses. Will the Plan assess against an individual Participant's Account certain Plan expenses that are incurred by, or are attributable to, a particular Participant based on use of a particular Plan service? a. [ ] No
b. [X] Yes

DocuSign Envelope ID: 0FCD2AB1-11E0-47C2-8AED-651C4A1229F9 494601
Non-Standardized Governmental 401(a)

© 2020 FIS Capital Markets US LLC or its suppliers
2 Use of Forfeitures
Forfeitures of Employer contributions other than matching contributions will be:
c. [ ] added to the Employer contribution and allocated in the same manner d. [ ] used to reduce any Employer contribution
e. [ ] allocated to all Participants eligible to share in the allocations of Employer contributions or Forfeitures in the same proportion that each Participant's Compensation for the Plan Year bears to the Compensation of all Participants for such year f. [ ] other: (describe the treatment of Forfeitures in a manner that is definitely determinable and not subject to Employer discretion)
Forfeitures of Employer matching contributions will be:
g. [ ] N/A. Same as above or no Employer matching contributions. h. [ ] used to reduce the Employer matching contribution. i. [ ] used to reduce any Employer contribution.
j. [ ] other: (describe the treatment of Forfeitures in a manner that is definitely determinable and not subject to Employer discretion)

D. Directed investments
a. [ ] Participant directed investments are NOT permitted. b. [X] Participant directed investments are permitted from the following Participant Accounts:

1. [X] all Accounts

2. [ ] only from the following Accounts (select one or more):
a. [ ] Account attributable to Employer contributions b. [ ] Rollover Account
c. [ ] Transfer Account
d. [ ] Other: (specify Account(s) and conditions in a manner that is definitely determinable and not subject to Employer discretion)

E. Rollover Limitations. Will the Plan accept rollover contributions and/or direct rollovers from the sources specified below? a. [ ] No, Administrator determines in operation which sources will be accepted. b. [X] Yes
Rollover sources. Indicate the sources of rollovers that will be accepted (select one or more)

1. [X] Direct Rollovers. The Plan will accept a direct rollover of an eligible rollover distribution from (select one or more):
a. [X] a qualified plan described in Code §401(a) (including a 401(k) plan, profit sharing plan, defined benefit plan, stock bonus plan and money purchase plan), excluding after-tax employee contributions b. [ ] a qualified plan described in Code §401(a) (including a 401(k) plan, profit sharing plan, defined benefit plan, stock bonus plan and money purchase plan), including after-tax employee contributions c. [X] a plan described in Code §403(a) (an annuity plan), excluding after-tax employee contributions d. [ ] a plan described in Code §403(a) (an annuity plan), including after-tax employee contributions e. [X] a plan described in Code §403(b) (a tax-sheltered annuity), excluding after-tax employee contributions f. [ ] a plan described in Code §403(b) (a tax-sheltered annuity), including after-tax employee contributions g. [X] a plan described in Code §457(b) (eligible deferred compensation plan)

Direct Rollovers of Participant Loan. The Plan will NOT accept a direct rollover of a Participant loan from another plan unless selected below (leave blank if default applies) h. [ ] The Plan will accept a direct rollover of a Participant loan i. [ ] The Plan will only accept a direct rollover of a Participant loan only in the following situation(s):
(e.g., only from Participants who were employees of
an acquired organization).

2. [X] Participant Rollover Contributions from Other Plans (i.e., not via a direct plan -to-plan transfer). The Plan will accept a contribution of an eligible rollover distribution (select one or more):
a. [X] a qualified plan described in Code §401(a) (including a 401(k) plan, profit sharing plan, defined benefit plan, stock bonus plan and money purchase plan)
b. [X] a plan described in Code §403(a) (an annuity plan) c. [X] a plan described in Code §403(b) (a tax-sheltered annuity) d. [X] a governmental plan described in Code §457(b) (eligible deferred compensation plan)

3. [X] Participant Rollover Contributions from IRAs: The Plan will accept a rollover contribution of the portion of a distribution from a traditional IRA that is eligible to be rolled over and would otherwise be includible in gross income. Rollovers from Roth IRAs or a Coverdell Education Savings Account (formerly known as an Education IRA) are not permitted because they are not traditional IRAs. A rollover from a SIMPLE IRA is allowed if the amounts are rolled over after the individual has been in the SIMPLE IRA for at least two years.

F. Trustee(s) or Insurer(s). Information regarding Trustee(s)/Insurer(s) (required for the Summary Plan Description and, if requested, the Trust Agreement)
(Note: Select a. if not using provided trust. MUST select b and following questions as applicable):
a. [ ] Do not produce the trust agreement
DocuSign Envelope ID: 0FCD2AB1-11E0-47C2-8AED-651C4A1229F9 495602
Non-Standardized Governmental 401(a)

© 2020 FIS Capital Markets US LLC or its suppliers
3 b. [ ] Complete the following UNLESS not selecting supporting forms:

Trustee/Insurer (select a. OR one or more of d. - e.)
c. [ ] Insurer. This Plan is funded exclusively with Contracts (select one or more of 1. - 4) Name of Insurer(s)

1. [ ]

2. [ ]

3. [ ] Use Employer address/telephone number/email

4. [ ] Use following address/telephone number/email
a. Street:
b. City:
c. State:
d. Zip:
e. Telephone:
f. Email:

d. [ ] Individual Trustee(s)
e. [X] Corporate Trustee

Name of Trust
f. Specify name of Trust (required for FIS trust): City of Eastvale 401(a) Defined Contribution Plan and Trust

Individual Trustees (if d. selected above, complete g. – j.) Directed/Discretionary Trustees. The individual Trustee(s) executing this Adoption Agreement are (select g. or h.) g. [ ] Select for each individual Trustee (skip to next question) h. [ ] The following selections apply to all individual Trustee(s) (select 1. - 4. as applicable)

1. [ ] A discretionary Trustee over all plan assets (may not be selected with 2. - 4.)

2. [ ] A nondiscretionary (directed) Trustee over all plan assets (may not be selected with 1., 3. or 4.)

3. [ ] The individual Trustee(s) will serve as a discretionary Trustee over the following assets:
(may not be selected with 1. or 2.)

4. [ ] The individual Trustee(s) will serve as a nondiscretionary (directed) Trustee over the following assets:
(may not be selected with 1. or 2.)

Individual Trustee(s) (complete if d. selected above)
i. [ ] Individual Trustee(s) are (select one or more of a. - j.; enter address at j. below) a. Name
Title/Email:

1. Title

2. Email (optional)
Trustee is: (complete if g. selected above; select 3. – 6. as applicable)

3. [ ] Discretionary Trustee over all plan assets (may not be selected with 4. – 6.)

4. [ ] A discretionary Trustee over the following plan assets: (may not be select with 3. or 5.)

5. [ ] Nondiscretionary Trustee over all plan assets (may not be selected with 3., 4. or 6.)

6. [ ] A nondiscretionary (directed) Trustee or Custodian over the following plan assets (may not be selected with 3. or 5.)

b. Name
Title/Email:

1. Title

2. Email (optional)
Trustee is: (complete if g. selected above; select 3. – 6. as applicable)

3. [ ] Discretionary Trustee over all plan assets (may not be selected with 4. – 6.)

4. [ ] A discretionary Trustee over the following plan assets: (may not be select with 3. or 5.)

5. [ ] Nondiscretionary Trustee over all plan assets (may not be selected with 3., 4. or 6.)

6. [ ] A nondiscretionary (directed) Trustee or Custodian over the following plan assets (may not be selected with 3. or 5.)

c. Name
Title/Email:

1. Title

2. Email (optional)
Trustee is: (complete if g. selected above; select 3. – 6. as applicable)

3. [ ] Discretionary Trustee over all plan assets (may not be selected with 4. – 6.)

4. [ ] A discretionary Trustee over the following plan assets: (may not be select with 3. or 5.)

5. [ ] Nondiscretionary Trustee over all plan assets (may not be selected with 3., 4. or 6.) DocuSign Envelope ID: 0FCD2AB1-11E0-47C2-8AED-651C4A1229F9 496603
Non-Standardized Governmental 401(a)

© 2020 FIS Capital Markets US LLC or its suppliers
4 6. [ ] A nondiscretionary (directed) Trustee or Custodian over the following plan assets (may not be selected with 3. or 5.)

d. Name
Title/Email:

1. Title

2. Email (optional)
Trustee is: (complete if g. selected above; select 3. – 6. as applicable)

3. [ ] Discretionary Trustee over all plan assets (may not be selected with 4. or 6.)

4. [ ] A discretionary Trustee over the following plan assets: (may not be selected with 3. or 5.)

5. [ ] Nondiscretionary Trustee over all plan assets (may not be selected with 3., 4. or 6.)

6. [ ] A nondiscretionary (directed) Trustee or Custodian over the following plan assets (may not be selected with 3. or 5.)

e. Name
Title/Email:

1. Title

2. Email (optional)
Trustee is: (complete if g. selected above; select 3. – 6. as applicable)

3. [ ] Discretionary Trustee over all plan assets (may not be selected with 4. or 6.)

4. [ ] A discretionary Trustee over the following plan assets: (may not be selected with 3. or 5.)

5. [ ] Nondiscretionary Trustee over all plan assets (may not be selected with 3., 4. or 6.)

6. [ ] A nondiscretionary (directed) Trustee or Custodian over the following plan assets (may not be selected with 3. or 5.)

f. Name
Title/Email:

1. Title

2. Email (optional)
Trustee is: (complete if g. selected above; select 3. – 6. as applicable)

3. [ ] Discretionary Trustee over all plan assets (may not be selected with 4. or 6.)

4. [ ] A discretionary Trustee over the following plan assets: (may not be selected with 3. or 5.)

5. [ ] Nondiscretionary Trustee over all plan assets (may not be selected with 3., 4. or 6.)

6. [ ] A nondiscretionary (directed) Trustee or Custodian over the following plan assets (may not be selected with 3. or 5.)

g. Name
Title/Email:

1. Title

2. Email (optional)
Trustee is: (complete if g. selected above; select 3. – 6. as applicable)

3. [ ] Discretionary Trustee over all plan assets (may not be selected with 4. or 6.)

4. [ ] A discretionary Trustee over the following plan assets: (may not be selected with 3. or 5.)

5. [ ] Nondiscretionary Trustee over all plan assets (may not be selected with 3., 4. or 6.)

6. [ ] A nondiscretionary (directed) Trustee or Custodian over the following plan assets (may not be selected with 3. or 5.)

h. Name
Title/Email:

1. Title

2. Email (optional)
Trustee is: (complete if g. selected above; select 3. – 6. as applicable)

3. [ ] Discretionary Trustee over all plan assets (may not be selected with 4. or 6.)

4. [ ] A discretionary Trustee over the following plan assets: (may not be selected with 3. or 5.)

5. [ ] Nondiscretionary Trustee over all plan assets (may not be selected with 3., 4. or 6.)

6. [ ] A nondiscretionary (directed) Trustee or Custodian over the following plan assets (may not be selected with 3. or 5.)

i. Name
Title/Email:

1. Title

2. Email (optional)
Trustee is: (complete if g. selected above; select 3. – 6. as applicable)

3. [ ] Discretionary Trustee over all plan assets (may not be selected with 4. or 6.)

4. [ ] A discretionary Trustee over the following plan assets: (may not be selected with 3. or 5.) DocuSign Envelope ID: 0FCD2AB1-11E0-47C2-8AED-651C4A1229F9 497604
Non-Standardized Governmental 401(a)

© 2020 FIS Capital Markets US LLC or its suppliers
5 5. [ ] Nondiscretionary Trustee over all plan assets (may not be selected with 3., 4. or 6.)

6. [ ] A nondiscretionary (directed) Trustee or Custodian over the following plan assets (may not be selected with 3. or 5.)

j. Name
Title/Email:

1. Title

2. Email (optional)
Trustee is: (complete if g. selected above; select 3. – 6. as applicable)

3. [ ] Discretionary Trustee over all plan assets (may not be selected with 4. or 6.)

4. [ ] A discretionary Trustee over the following plan assets: (may not be selected with 3. or 5.)

5. [ ] Nondiscretionary Trustee over all plan assets (may not be selected with 3., 4. or 6.)

6. [ ] A nondiscretionary (directed) Trustee or Custodian over the following plan assets (may not be selected with 3. or 5.)

j. [ ] Individual Trustee Address (complete if d. selected above)

1. [ ] Use Employer address/telephone number/email

2. [ ] Use following address/telephone number/email
a. Street:
b. City:
c. State:
d. Zip:
e. Telephone:
f. Email:

Corporate Trustee Name/Type/Address (complete if e. selected above) k. [X] Name Voya Institutional Trust Company
Address/telephone number/email

1. [ ] Use Employer address/telephone number/email

2. [X] Use following address/telephone number/email
a. Street: One Orange Way
b. City: Windsor
c. State: Connecticut
d. Zip: 06019
e. Telephone: 860-580-2511
f. Email:

Directed/Discretionary. The Corporate Trustee is (select 3. - 6. as applicable)

3. [ ] A discretionary Trustee over all plan assets (may not be selected with 4. – 6.)

4. [X] A nondiscretionary (directed) Trustee over all plan assets (may not be selected with 3., 5. or 6.)

5. [ ] A discretionary Trustee over the following plan assets over the following assets: (may not be selected with 3. – 4.)

6. [ ] A nondiscretionary (directed) Trustee over the following plan assets (may not be selected with 3. –

4.)
Signee (optional):

7. [ ] Name of person signing on behalf of the corporate Trustee

8. [ ] Email address of person signing on behalf of the corporate Trustee

Special Trustee for collection of contributions. The Employer appoints the following Special Trustee with the responsibility to collect delinquent contributions (optional)
l. [ ] Name
Title:

1. Address/telephone number/email

2. [ ] Use Employer address/telephone number/email

3. [ ] Use following address/telephone number/email
a. Street:
b. City:
c. State:
d. Zip:
e. Telephone:
f. Email:

Custodian(s) Name/Address . The Custodian(s) are (optional) m. [ ] Name(s)
DocuSign Envelope ID: 0FCD2AB1-11E0-47C2-8AED-651C4A1229F9 498605
Non-Standardized Governmental 401(a)

© 2020 FIS Capital Markets US LLC or its suppliers
6 Address/telephone number/email

1. [ ] Use Employer address/telephone number/email

2. [ ] Use following address/telephone number/email
a. Street:
b. City:
c. State:
d. Zip:
e. Telephone:
f. Email:

Investment in common, collective or pooled trust funds. The nondiscretionary Trustee, as directed or the discretionary Trustee acting without direction (and in addition to the discretionary Trustee's authority to invest in its own funds), may invest in any of the following trust funds: (optional)
n. [ ] (Specify the names of one or more trust funds in which the Plan can invest)

Choice of law
o. [X] This trust will be governed by the laws of the state of:

1. [ ] State in which the Employer's principal office is located

2. [X] State in which the corporate trustee or insurer is located

3. [ ] Other

DocuSign Envelope ID: 0FCD2AB1-11E0-47C2-8AED-651C4A1229F9 499606

AGENDA STAFF REPORT

City Council Meeting

CONSENT CALENDAR

Agenda Item No. 11.19
July 24, 2024
Authoriza)on to Enter into Se*lement Agreement in Li)ga)on Ma*er In Re: Na)onal Prescrip)on Opiate Li)ga)on (U.S.D.C. Case No. 1:17-CV-2804)
Prepared By:

Erica L. Vega, City Attorney
Recommended Action(s)
Staff recommends that the Council adopt a Resolu
on authorizing the City Manager to take all
necessary actions to settle claims against Kroger Co. in the National Opioid Litigation.

Summary
The proposed se%lement agreement was reached in the Na
onal Opioid Li
ga
on between the
li
ga
ng plain
ffs and Kroger Co. As with the previous se%lements in the Na onal Opioid Li
ga
on,
the current se%lement allows non-li
ga
ng par
es, such as the City, to par
cipate in the se%lement
in exchange for a release of Kroger from further liability. Par cipa
on by the City will en
tle the City
to receive funds, which the City will direct the County to receive, for the purposes of aba ng the
impacts of opioid addiction in the County.

Background
The na
onal opioid crisis created by opioid manufacturers, distributors, and dispensers has been well-documented over the last decade as communi
es have struggled to address its impacts. Since
2018, numerous jurisdic
ons across the country have been engaged in a mul
-jurisdic
onal class
ac
on lawsuit (In Re: Na
onal Prescrip
on Opiate Li
ga
on (U.S.D.C. Case No. 1:17-CV-2804)
(“Na
onal Opioid Li
ga
on”) against some of the principal par
es responsible for crea
ng the crisis.

A<er years of Court-supervised nego
a
ons, the par
es reached a resolu
on of the case against
several defendants. The se%lement with these defendants allows non-li ga
ng par
es, such as the 12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752 951.361.0900 |
eastvaleca.gov
500
City, to join the settlements.

The City Council has previously approved par
cipa
on in se%lements to the Na
onal Opioid
Li
ga
on with the three largest pharmaceu
cal distributors (McKesson, Cardinal Health, and
Amerisource Bergen), and several manufacturers (Janssen Pharmaceu cals, Inc. and its parent
company Johnson & Johnson, Teva Pharmaceu
cal Industries Ltd. and Allergan Finance, LLC), as well as several pharmacies (Walmart, CVS, and Walgreens).

Environmental
The approval of par
cipa
on in this se%lement agreement is not a project subject to environmental review under the California Environmental Quality Act.

Strategic Plan Action - Priority Level: N/A
| Target #: N/A
| Goal #: N/A
Not applicable.

Fiscal Impact
There is no fiscal impact to the City. The City's por
on of the se%lement funds will be distributed to
the County for expenditure.

Prior City Council/Commission Action
The City Council previously approved par
cipa
on in Na
onal Opioid Li
ga
on se%lements with
other defendants on
in September 2021 and March 2023.

Attachment(s)
Attachment - Resolution regarding Opioid Settlement (Kroger)

12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752
951.361.0900 |
eastvaleca.gov
501
IRV #4892-1932-4502 v1
RESOLUTION NO. 24-__

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EASTVALE

AUTHORIZING THE CITY MANAGER TO TAKE ALL NECESSARY ACTIONS TO SETTLE CLAIMS AGAINST THE KROGER CO. IN THE NATIONAL OPIOID

LITIGATION
WHEREAS, the United States is facing an ongoing public health crisis of opioid abuse, addiction, overdose, and death, forcing the State of California and California counties and cities to spend billions of dollars each year to address the direct consequences of this crisis; and,
WHEREAS, pending in the U.S. District Court for the Northern District of Ohio is a multidistrict litigation (In Re: National Prescription Opiate Litigation (U.S.D.C. Case No. 1:17-CV-2804) (“National Opioid Litigation”) being pursued by numerous public entity plaintiffs against the manufacturers and distributors of various opioids based on the allegation that the defendants’ unlawful conduct caused the opioid epidemic; and, WHEREAS, on or about September 8, 2021, the City Council authorized the City Manager to take all necessary action to opt-in and join the settlement of the National Opioid Litigation and settle claims against the three largest pharmaceutical distributors, McKesson, Cardinal Health, and AmerisourceBergen, and manufacturer Janssen Pharmaceuticals, Inc. and its parent company Johnson & Johnson; and, WHEREAS, on or about March 22, 2023, the City Council authorized the City Manager to take all necessary action to opt-in and join the settlement of the National Opioid Litigation and settle claims against Walmart Inc., Teva Pharmaceutical Industries Ltd., Allergan Finance, LLC, CVS Health Corporation and CVS Pharmacy, Inc., and Walgreen Co.; and,
WHEREAS, in March 2024, a proposed nationwide tentative settlement was reached between the plaintiffs and Kroger Co. (“Kroger”); and WHEREAS, as part of the settlement with Kroger, local subdivisions, including certain Citys and cities, that are not plaintiffs in the National Opioid Litigation may participate in the settlement in exchange for a release of Kroger; and, WHEREAS, the intent of this Resolution is to authorize the City of Eastvale to opt- in and join the settlement of the National Opioid Litigation and to enter into the master settlement agreement with Kroger.
502
2 NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF EASTVALE RESOLVES AS FOLLOWS:

Section 1: The City Council of the City of Eastvale finds the foregoing recitals are true and correct, and they are hereby incorporated by reference into this Resolution.

Section 2: The City Council hereby authorizes the City Manager to take all necessary action, including executing the settlement participation form and all other necessary agreements or documents, to opt-in and join the settlement of the National Opioid Litigation and settle and release the City’s claims against Kroger.

Section 3: All actions heretofore taken by the City Council and other appropriate public officers and agents of the City with respect to the matters contemplated under this Resolution are hereby ratified, confirmed and approved.

Section 4: Severability. If any term, provision, or portion of these findings or the application of these findings to a particular situation is held by a court to be invalid, void or unenforceable, the remaining provisions of these findings, or their application to other actions related to this resolution shall continue in full force and effect unless amended or modified by the City.

APPROVED AND ADOPTED by the City Council and signed by the Mayor and attested by the City Clerk this 24th day of July, 2024. ___________________________
Christian Dinco, Mayor
ATTEST:
____________________________
Marc Donohue, City Clerk
APPROVED AS TO FORM:
____________________________
Erica Vega, City Attorney
503

AGENDA STAFF REPORT

City Council Meeting

PUBLIC HEARINGS

Agenda Item No. 12.1
July 24, 2024
Establishing a Community Facili+es District (CFD) and Future Annexa+on Area and Authorizing the Levy of Special Taxes Therein – Community Facili+es District No. 2024-02 (Citywide Maintenance and Services) and Future Annexation Area
Prepared By:

Amanda Wells, Finance Director/City Treasurer
Recommended Action(s)
Staff recommends that the City Council:
1 .

Hold a Public Hearing on the establishment of Community Facili"es District No. 2024-02 (Citywide Maintenance and Services) and Future Annexation Area; and 2 .

Approve and Adopt the Resolu"on Establishing the Forma"on of a Community Facili"es District and Future Annexa"on Area for Community Facili"es District No. 2024-02 (Citywide Maintenance and Services) and Future Annexation Area; and 3 .

Approve and Adopt the Resolu"on Calling a Special Elec"on for a Community Facili"es District for Community Facilities District No. 2024-02 (Citywide Maintenance and Services); and 4 .

Conduct the special landowner elec"on as directed in the Resolu"on Calling a Special Elec"on for a Community Facilities District.
5 .

Approve and Adopt the Resolu"on Declaring Results of a Special Elec"on and Direc"ng the Recording of a Special Tax Lien for Community Facili"es District No. 2024-02 (Citywide Maintenance and Services); and
6 .

Introduce and waive by reading of "tle only the Ordinance Authorizing the Levy of Special Taxes in a Community Facili"es District for Community Facili"es District No. 2024-02 (Citywide Maintenance and Services).
12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752
951.361.0900 |
eastvaleca.gov
504
Summary
The owner of the subject property, ARROYO CAP III-2 (the “Developer”) is required to finance the costs of police protec"on services; fire protec"on and suppression services; maintenance and ligh"ng of parks, parkways, streets, roads, and open space; flood and storm protec"on services as a condi"on rela"ng to the construc"on of 758 single family and mul"-family residen"al units and a commercial development (the “Project”). The first step in the process to create a CFD was completed when this City Council adopted a Resolu"on of Inten"on form Community Facili"es District No. 2024-02 (Citywide Maintenance and Services) and Future Annexa"on Area on June 12, 2024. The Resolu"on of Inten"on set a public hearing on the forma"on of CFD No. 2024-02 and Future Annexa"on Area for today. Tonight’s ac"ons cons"tute the next steps in the process to create a CFD, which will levy special taxes to generate funds for the City to provide the services described above. The final ac"ons involve the City Clerk recording a No"ce of Special Tax Lien with the Riverside County Recorder by August 8, 2024, and the second reading and adop"on of the Ordinance on September 11, 2024.

Background
The Mello-Roos Community Facili"es Act of 1982 (the "Mello-Roos Act") provides local jurisdic"ons with an alterna"ve method of financing public capital facili"es and services. Special tax districts formed pursuant to the Mello-Roos Act are referred to as Community Facilities Districts, or CFDs.

The Developer has submiHed a pe""on reques"ng that the City conduct proceedings to consider the approval of the forma"on of CFD No. 2024-02 and Future Annexa"on Area, in order to fund ongoing public and maintenance services within the CFD.

The CFD will fund the long-term maintenance/services in perpetuity by levying an annual special tax which will be collected on the property tax bill. The funds collected will be transferred to the City, which the City will use to perform the maintenance/services.

The proposed boundaries of CFD No. 2024-02 encompass two parcels located north of Limonite Ave., east of Scholar Way, and west of Hamner Ave (APNs 164-030-013 & 164-030-043). The Developer owns 100% of the property within the proposed CFD.

Future new development projects are expected to annex to CFD No. 2024-02 with the unanimous approval of the owner or owners of each parcel or parcels at the "me that parcel or those parcels are annexed, without any requirement for further public hearings or additional proceedings.

Environmental
Establishing a CFD is not a project subject to review under the California Environmental Quality Act.

Strategic Plan Action - Priority Level: 3
| Target #: C
| Goal #: H
Ensure that City revenues align with expenditures.

Fiscal Impact
There is no current fiscal-year impact to the General Fund as a result of this ac"on. All CFD forma"on costs are borne by the applicant. Once the CFD is formed, ongoing maintenance and district administration will be funded by the special tax levy. 12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752
951.361.0900 |
eastvaleca.gov
505
Prior City Council/Commission Action
City Council adopted a Resolu"on of Inten"on form Community Facili"es District No. 2024-02 (Citywide Maintenance and Services) and Future Annexa"on Area on June 12, 2024. The Resolu"on of Inten"on set a public hearing on the forma"on of CFD No. 2024-02 and Future Annexa"on Area for today.

Attachment(s)
Attachment 1 - Resolution of Formation

Attachment 2 - Exhibit B to Resolution of Formation - Rate and Method of Apportionment

Attachment 3 - Resolution Calling Special Election

Attachment 4 - Resolution Certifying Election Results

Attachment 5 - Ordinance Authorizing Levy

Attachment 6 - Boundary Map

Attachment 7 - Special Tax Report

12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752
951.361.0900 |
eastvaleca.gov
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RESOLUTION NO. 24-XX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EASTVALE, STATE OF

CALIFORNIA, ESTABLISHING THE FORMATION OF A COMMUNITY FACILITIES DISTRICT

AND FUTURE ANNEXATION AREA

CITY OF EASTVALE
COMMUNITY FACILITIES DISTRICT NO. 2024-02
(CITYWIDE MAINTENANCE AND SERVICES)

AND FUTURE ANNEXATION AREA
WHEREAS, on June 12, 2024, this City Council (the “City Council”) of the City of Eastvale (the “City”) adopted Resolution No. 24-29 entitled “A Resolution of the City Council of the City of Eastvale, State of California, Declaring its Intention to Establish a Community Facilities District and Future Annexation Area and to Authorize the Levy of Special Taxes” (the “Resolution of Intention”), stating its intention to form the City of Eastvale, Community Facilities District No. 2024-02 (Citywide Maintenance and Services) (the “District”) and City of Eastvale, Community Facilities District No. 2024-02 (Citywide Maintenance and Services) Future Annexation Area (the “Future Annexation Area”), of the City pursuant to the Mello- Roos Community Facilities Act of 1982 (Sections 53311 and following, California Government Code; hereafter referred to as the “Act”); and
WHEREAS, the Resolution of Intention, incorporating a map of the proposed boundaries of the District and Future Annexation Area and stating the services to be provided, the estimated cost of providing such services, and the rate and method of apportionment of the special tax to be levied within the District to pay for the services, is on file with the City Clerk and the provisions thereof are incorporated herein by this reference as if fully set forth herein; and WHEREAS, under the Resolution of Intention, the Director of Finance was directed to make, or cause to be made, and file with the City Clerk a report (the “Report”) in writing, presenting the services to be provided and an estimate of the reasonable cost of providing the services. The Report was prepared and submitted to the City Clerk prior to the public hearing described below; and WHEREAS, the Resolution of Intention called for a public hearing pertaining to the formation of the District and Future Annexation Area and the levy of said special tax to be held on July 24, 2024, at 6:30 p.m., or as soon thereafter as the matter may be heard, at the meeting place of the City Council; and WHEREAS, under the Resolution of Intention, the City Clerk was directed to cause notice of said public hearing to be given by publication one time in a newspaper published in the area of the District and Future Annexation Area, and the City Clerk caused the publication of such notice at least seven (7) days before the date set for said public hearing; and
WHEREAS, on July 24, 2024, this City Council held a noticed public hearing as required by the Act and the Resolution of Intention relative to the proposed formation of the District and Future Annexation Area; and
WHEREAS, at the public hearing all interested persons desiring to be heard on all matters pertaining to the formation of the District and Future Annexation Area, the services to be provided therein and the levy of such special tax were heard and a full and fair public hearing was held; and 507
WHEREAS, written protests with respect to the formation of the District and Future Annexation Area, the furnishing of specified types of services and the rate and method of apportionment of the special taxes have not been filed with the City Clerk by fifty percent (50%) or more of the registered voters residing within the territory of the District and Future Annexation Area or property owners of one-half (1/2) or more of the area of land within the District and Future Annexation Area and not exempt from the proposed special taxes; and
WHEREAS, the special tax proposed to be levied in the District to pay for the proposed services has not been eliminated by protest by fifty percent (50%) or more of the registered voters residing within the territory of the District or the owners of one-half (1/2) or more of the area of land within the District and not exempt from the special taxes.

NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Eastvale, as follows:

SECTION 1. The City Council hereby finds that the facts set forth in the recitals to this Resolution are true and correct and establish the factual basis for the City Council’s adoption of this Resolution.

SECTION 2. The proposed special tax to be levied within the District has not been precluded by majority protest pursuant to Section 53324 of the Act.

SECTION 3. All prior proceedings taken by the City Council in connection with the establishment of the District and Future Annexation Area and the levy of the special tax have been duly considered and are hereby found and determined to be valid and in conformity with the requirements of the Act. The City Council has heretofore adopted Local Goals and Policies for Community Facilities Districts, and the City Council hereby finds and determines that the District is in conformity with said goals and policies.

SECTION 4. The community facilities district designated as the “City of Eastvale, Community Facilities District No. 2024-02 (Citywide Maintenance and Services)” of the City is hereby established pursuant to the Act.

The future annexation area designated as the “City of Eastvale, Community Facilities District No. 2024- 02 (Citywide Maintenance and Services) Future Annexation Area” of the City is hereby established pursuant to the Act.

SECTION 5. The District Report is hereby approved.

SECTION 6. The boundaries of the District and Future Annexation Area, as set forth in the map entitled "Proposed Boundaries of City of Eastvale, Community Facilities District No. 2024-02 (Citywide Maintenance and Services), City of Eastvale, County of Riverside, State of California" heretofore recorded in the Riverside County Recorder’s Office on June 26, 2024, in Book 93 at Page 44 of Maps of Assessment and Community Facilities Districts as Document No. 2024-0184911, are hereby approved, are incorporated herein by reference, and shall be the boundaries of the District and Future Annexation Area.

SECTION 7. The type of public services proposed to be funded by the District and Future Annexation Area and pursuant to the Act shall consist of those items shown in Exhibit A hereto and by this reference incorporated herein (the “Services”). It is hereby found and determined that the Services are necessary to meet the increased demands as the result of development occurring in the District and Future Annexation Area.
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SECTION 8. Except to the extent that funds are otherwise available to the District to pay for the Services, a special tax sufficient to pay the costs thereof, secured by the recordation of a continuing lien against all non-exempt real property in the District, will be levied annually within the District pursuant to the Rate and Method of Apportionment, and collected in the same manner as ordinary ad valorem property taxes or in such other manner as the City Council or its designee shall determine, including direct billing of the affected landowners.

As required by Section 53339.3(d) of the Act, the City Council hereby determines that the special tax proposed to pay for Services to be supplied within the Future Annexation Area shall be equal to any special tax levied to pay for the same Services in the existing District, except that a higher or lower tax may be levied within the Future Annexation Area to the extent that the actual cost of providing the Services in the Future Annexation Area is higher or lower than the cost of providing those Services in the existing District. In so finding, the City Council does not intend to limit its ability to levy a special tax within the Future Annexation Area to provide new or additional services beyond those supplied within the existing District.

SECTION 9. The Rate and Method of Apportionment of the special tax among the parcels of real property within the District, in sufficient detail to allow each landowner within the District to estimate the maximum amount such owner will have to pay, is shown in Exhibit B attached hereto and hereby incorporated herein.

SECTION 10. The Finance Director of the City, 12363 Limonite Avenue, Suite 910, Eastvale, CA, 91752, telephone number (951) 361-0900, is the officer of the City who will be responsible for preparing annually a current roll of the levy of the special tax obligations by assessor’s parcel number and who will be responsible for estimating future levies of the special tax.

SECTION 11. Upon recordation of a notice of special tax lien pursuant to Section 3114.5 of the California Streets and Highways Code, a continuing lien to secure each levy of the special tax shall attach to all nonexempt real property in the District and this lien shall continue in force and effect until the collection of the special tax by the City ceases.

SECTION 12. In accordance with the Act, the annual appropriations limit, as defined by subdivision (h) of Section 8 of Article XIII B of the California Constitution, of the District is hereby preliminarily established at an amount equal to $35,000,000 such appropriations limit shall be submitted to the voters of the District as hereafter provided. The proposition establishing such annual appropriations limit shall become effective if approved by the qualified electors voting thereon and shall be adjusted in accordance with the applicable provisions of the Act and the California Constitution.

SECTION 13. Pursuant to the provisions of the Act, the proposition of the levy of the special tax and the proposition of the establishment of the appropriations limit specified above shall be submitted to the qualified electors of the District at an election, the time, place and conditions of which election shall be as specified by a separate resolution of this City Council.

A special tax shall be levied in the Future Annexation Area only with the Unanimous Approval of the owner or owners of each parcel or parcels at the time that parcel or those parcels are annexed, without any requirement for further public hearings or additional proceedings. 509
SECTION 14. This Resolution shall take effect immediately upon its adoption.

APPROVED AND ADOPTED this 24th day of July 2024.
____________________________________
Christian Dinco
Mayor
APPROVED AS TO FORM: ATTEST:
_________________________________ ______________________________ Erica Vega Marc A. Donohue, MMC
City Attorney City Clerk
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EXHIBIT A

CITY OF EASTVALE
COMMUNITY FACILITIES DISTRICT NO. 2024-02
(CITYWIDE MAINTENANCE AND SERVICES)

AND FUTURE ANNEXATION AREA

DESCRIPTION OF SERVICES
It is intended that the District will be eligible to fund all or a portion of the direct and incidental costs of police protection services; fire protection and suppression services; maintenance and lighting of parks, parkways, streets, roads, and open space; flood and storm protection services; maintenance and operation of any real property or other tangible property with an estimated useful life of five or more years; and related appurtenances, within or adjacent to the District and Future Annexation Area.

The District may fund any of the following related to the maintenance of the services described in the preceding paragraph: obtaining, constructing, reconstructing, furnishing, and operating and maintaining equipment, apparatuses or facilities related to providing the services; equipment, apparatuses, facilities, or fixtures in areas to be maintained; paying the salaries and benefits of personnel necessary or convenient to provide the services; payment of insurance costs and other related expenses; and the provision of reserves for repairs, replacements, and for the future provision of services. It is expected that the services will be provided by the City, either with its own employees or by contract with third parties, or any combination thereof. The District may also fund administrative fees of the City related to the District.

The services to be financed by the District are in addition to those provided in the territory of the District before the date of creation of the District and will not supplant services already available within that territory when the District is created.
511

EXHIBIT B

CITY OF EASTVALE
COMMUNITY FACILITIES DISTRICT NO. 2024-02
(CITYWIDE MAINTENANCE AND SERVICES)

AND FUTURE ANNEXATION AREA

RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX
512

STATE OF CALIFORNIA)
COUNTY OF RIVERSIDE ) §

CITY OF EASTVALE )

I, Marc A. Donohue, City Clerk of the City of Eastvale, California, do hereby certify that the foregoing City Council Resolution No. 24-XX, was duly adopted by the City Council of the City of Eastvale, California, at a meeting held on the 24th day of July, 2024, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
____________________________________
Marc A. Donohue, MMC
City Clerk
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City of Eastvale
Community Facilities District No. 2024-02 (Citywide Ma intenance and Services) Page 1

RATE AND METHOD OF APPORTIONMENT

FOR CITY OF EASTVALE
COMMUNITY FACILITIES DISTRICT NO. 2024-02
(CITYWIDE MAINTENANCE AND SERVICES)
A Special Tax, as hereinafter defined, shall be levied and collected in City of Eastvale Community Facilities District No. 2024-02 (Citywide Maintenance and Serv ices) (“CFD No. 2024-02”) each Fiscal Year commencing in Fiscal Year 2024/25, in an amount determined by the application of the procedures below.

All Taxable Property, as hereinafter defined, unless exempted by law or by the provisions hereof, shall be taxed for the purposes, to the extent and in the manner herein provided.

A. DEFINITIONS
The terms hereinafter set forth have the following meaning:
“Accessory Dwelling Unit” or “ADU” means a secondary residential unit of limited size, as defined in California Government Code Section 66313, as may be amended from time to time, that is accessory to a single-unit dwelling. The ADU may be on the same Assessor’s Parcel as the single- unit dwelling or on a separate Assessor’s Parcel. F or purposes of clarification, where an ADU and primary Unit are on the same Assessor’s Parcel, the ADU located on such Assessor’s Parcel is considered a separate Unit from the primary Unit on such Assessor’s Parcel for purposes of the Special Tax. Should an Assessor’s Parcel contain on ly an ADU, such Assessor’s Parcel will be taxed as an ADU only.
“Acre or Acreage” means the land area of an Assessor’s Parcel as sho wn on an Assessor’s Parcel Map or in the Assessor’s Data for each Assessor’s Parcel. In the event the Assessor’s Parcel Map or Assessor’s Data shows no Acreage, the Acreage for any Assessor’s Parcel shall be determined by the CFD Administrator based upon the applicable final m ap, parcel map, condominium plan, or other recorded County parcel map. If the preceding maps are not available, the Acreage of an Assessor’s Parcel may be determined utilizing GIS.
“Act” means the Mello-Roos Community Facilities Act of 19 82, as amended, being Chapter 2.5, Division 2 of Title 5 of the Government Code of the State. “Administrative Expenses” means the actual or reasonably estimated costs dir ectly related to the administration of CFD No. 2024-02 including, but no t limited to, the following: the costs of computing the Annual Special Tax Requirement – Maintenance Services and the Annual Special Tax Requirement – Public Services and of preparing the Special Tax collection schedules; the costs of collecting the Special Tax, including any charges l evied by the County Auditor’s Office, Tax Collector’s Office or Treasurer’s Office; the costs of the City or designee in complying with the disclosure requirements of the California Governmen t Code (including the Act), including public inquiries regarding the Special Tax; the costs of t he City or designee related to an appeal of the Special Tax; and the costs of commencing and pursui ng to completion any action arising from any delinquent Special Tax in CFD No. 2024-02. Administ rative Expenses shall also include amounts estimated or advanced by the City or CFD No. 2024-0 2 for any other administrative purposes, including, but not limited to, attorney’s fees.
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City of Eastvale
Community Facilities District No. 2024-02 (Citywide Ma intenance and Services) Page 2 “Annual Services Costs” means the respective amounts determined by the CFD Administrator required to fund services authorized to be funded b y CFD No. 2024-02 for the applicable yearly period.
“Annual Special Tax Requirement – Maintenance Servi ces” means that amount with respect to CFD No. 2024-02 determined by the City Council or d esignee as required in any Fiscal Year to pay:
(1) the Administrative Expenses, (2) the Annual Ser vices Costs for Maintenance Services, (3) any amount required to establish or replenish any reser ve or replacement fund established in connection with CFD No. 2024-02, and (4) any reasonably anticipated delinquent Special Tax based on the delinquency rate for any Special Tax levied in the previous Fiscal Year. “Annual Special Tax Requirement – Public Services” means that amount with respect to CFD No. 2024-02 determined by the City Council or designee as required in any Fiscal Year to pay: (1) the Administrative Expenses, (2) the Annual Services Costs for Public Services, (3) any amount required to establish or replenish any reserve or replacemen t fund established in connection with CFD No. 2024-02, and (4) any reasonably anticipated delinqu ent Special Tax based on the delinquency rate for any Special Tax levied in the previous Fiscal Year. “Assessor’s Data” means Assessor’s Parcel Number, Acreage, or other information contained in the records of the County Assessor for each Assessor’s Parcel. “Assessor’s Parcel” or “Parcel” means a lot or parcel shown in an Assessor’s Parce l Map and/or Assessor’s Data with an assigned Assessor’s Parcel Number. “Assessor’s Parcel Map” means an official map of the Assessor of the Count y designating parcels by Assessor’s Parcel Number.
“Assessor’s Parcel Number” means, with respect to an Assessor’s Parcel, that number assigned to such Assessor’s Parcel by the County Assessor for purposes of identification. “City means the City of Eastvale, California.
“City Council” means the City Council of the City, acting as the legislative body of CFD No. 2024-02. “CFD Administrator” means an official of the City, or designee thereof, responsible for determining the Annual Special Tax Requirement and providing for the levy and collection of the Special Taxes. “CFD No. 2024-02” means the City of Eastvale Community Facilities Di strict No. 2024-02 (Citywide Maintenance and Services).
“Commercial Property” means all Assessor’s Parcels of Developed Property for which a building permit was issued for a commercial use, according to Assessor’s Data or as otherwise known by the CFD Administrator.
“County” means the County of Riverside.
“County Assessor” means the County Assessor of the County. 515

City of Eastvale
Community Facilities District No. 2024-02 (Citywide Ma intenance and Services) Page 3 “Developed Property” means, in any Fiscal Year, all Taxable Property in CFD No. 2024-02 for which a building permit for new construction and a certificated of occupancy or final inspection has been issued by the City prior to April 1 of the preceding Fiscal Year. “Exempt Property” means all Assessors’ Parcels within the boundary of CFD No. 2024-02 which are exempt from the Special Tax pursuant to Section E.
"Final Subdivision Map" means a subdivision of property created by recordat ion of a final subdivision map, parcel map or lot line adjustment, approved by the City pursuant to the Subdivision Map Act (California Government Code Section 66410 et seq.) or recordation of a condominium plan pursuant to California Civil Code 4120.
“Fiscal Year” means the period starting July 1 and ending on the following June 30. “GIS” means a geographic information system.
“Industrial Property” means all Assessor’s Parcels of Developed Property for which a building permit was issued for an industrial use, according to Assessor’s Data or as otherwise known by the CFD Administrator.
“Maintenance Services” means maintenance and lighting of parks, parkways, streets, roads, and open space; flood and storm protection services; an d maintenance and operation of any real property or other tangible property with an estimated useful life of five or more years. “Maximum Special Tax – Maintenance Services” means the maximum Special Tax authorized to fund the Annual Special Tax Requirement - Maintenance Services in any Fiscal Year that may apply to Taxable Property as described in Section C.
“Maximum Special Tax – Public Services” means the maximum Special Tax authorized to fund t he Annual Special Tax Requirement – Public Services in any Fiscal Year that may apply to Taxable Property as described in Section C.
“Mixed-Use Property” means all Assessor’s Parcels of Developed Property for which a building permit was issued for a structure that contains mor e than one Property Type. For an Assessor’s Parcel of Mixed-Use Property, each Property Type is subject to taxation pursuant to section C below. “Multi-Family Residential Property” means all Assessor’s Parcels of Developed Property for which a building permit or use permit has been issued for construction of a residential structure with two or more Units that share a single Assessor’s Parcel Number, are offered for rent to the general public, and cannot be purchased by individual homebuyers. “Open Space Property” means property within the boundaries of CFD No. 20 24-02 which (i) has been designated with specific boundaries and Acreag e on a Final Subdivision Map as open space, (ii) is classified by the County Assessor as open s pace, (iii) has been irrevocably offered for dedication as open space to the federal government, the State, the County, the City, or any other public agency, or (iv) is encumbered by an easement or other restriction required by the City limiting the use of such property to open space.
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City of Eastvale
Community Facilities District No. 2024-02 (Citywide Ma intenance and Services) Page 4 “Property Owner’s Association” means any property owner’s association. As used in this definition, a Property Owner’s Association includes any home-ow ner’s association, condominium owner’s association, master or sub-association or non-residential owner’s association. “Property Owner’s Association Property” means any property within the boundaries of CFD No . 2024-02 which is (a) owned by a Property Owner’s As sociation or (b) designated with specific boundaries and acreage on a Final Subdivision Map as property owner association property. “Property Type” means any of the land use categories listed in Table 1 and Table 2. “Proportionately” means for Taxable Property that the ratio of the Special Tax levy to the Maximum Annual Special Tax is equal for all Assessors’ Parcels of Taxable Property levied within each property land use classification within CFD No. 2024-02.
“Public Property” means any property within the boundaries of CFD No. 2024-02 which (i) is owned by a public agency, (ii) has been irrevocably offer ed for dedication to a public agency, or (iii) is designated with specific boundaries and Acreage on a Final Subdivision Map as property which will be owned by a public agency. For purposes of this d efinition, a public agency includes the federal government, the State, the County, the City, school districts, or any other public agency. “Public Services” means police protection services, and fire protection and suppression services. “Single Family Attached Residential Property” means all Assessor’s Parcels of Developed Property for which a building permit or use permit was issue d for construction of a residential structure consisting of two or more Units that share common walls, have separate Assessor’s Parcel Numbers assigned to them (except for a duplex triplex, or f ourplex unit, which may share a Parcel with another duplex, triplex or fourplex Unit(s)), and may be purchased by individual homebuyers (which shall still be the case even if the Units are purchased and subsequently offered for rent by the owner of the Unit), including such residential structures that meet the statutory definition of a condominium project contained in Civil Code Section 4125. “Single Family Detached Residential Property” means all Assessor’s Parcels of Developed Property for which a building permit was issued for construction of a Unit that does not share a common wall with another Unit.
“Special Tax(es)” means, individually or collectively, Special Tax – Maintenance Services and/or Special Tax – Public Services.
“Special Tax – Maintenance Services” means the amount levied in each Fiscal Year on each Assessor’s Parcel of Taxable Property to fund the A nnual Special Tax Requirement - Maintenance Services.
“Special Tax – Public Services” means the amount levied in each Fiscal Year on each Assessor’s Parcel of Taxable Property to fund the Annual Special Tax Requirement – Public Services. “State” means the State of California.
“Tax Escalation Factor” means for Tax Zone No. 1, a factor equal to 2% that will be applied annually after Fiscal Year 2024/25 to increase the Maximum S pecial Tax shown in Section C. A separate Tax 517

City of Eastvale
Community Facilities District No. 2024-02 (Citywide Ma intenance and Services) Page 5 Escalation Factor shall be identified for property within each new Tax Zone at the time of such annexation, if applicable.
“Tax Zone” means a mutually exclusive geographic area within which the Special Tax may be levied pursuant to this Rate and Method of Apportionment. All the Taxable Property within CFD No. 2024- 02 at the time of its formation is within Tax Zone No. 1. Additional Tax Zones may be created when property is annexed to CFD No. 2024-02, and a separ ate Maximum Special Tax – Maintenance Services and a separate Maximum Special Tax – Public Services shall be identified for property within each new Tax Zone at the time of such annexation. T he Assessor’s Parcels included within a new Tax Zone when such Parcels are annexed to CFD No. 2024-02 shall be identified by Assessor’s Parcel number in the annexation documents at the time of annexation. “Taxable Property” means all of the Assessor’s Parcels within the bou ndaries of CFD No. 2024-02 that are not Exempt Property.
“Undeveloped Property” means all of the Assessor’s Parcels within the boundaries of CFD No. 2024- 02 that is not classified as Developed Property, Open Space Property, Property Owner’s Association Property, or Public Property.
“Unit” means an individual single family detached or atta ched home, townhome, condominium, apartment, ADU, or other residential dwelling unit, including each separate living area within a half- plex, duplex, triplex, fourplex, or other residential structure. “Welfare Exempt Property” means, in any Fiscal Year, all Parcels within the boundaries of CFD No. 2024-02 that (a) have been granted a welfare exempt ion by the County under subdivision (g) of Section 214 of the Revenue and Taxation Code indica ted in the Assessor’s Data finalized as of January 1 of the previous Fiscal Year, and (b) are exempt from the Special Tax pursuant to Section 53340(c) of the Act.

B. DETERMINATION OF TAXABLE PARCELS
Each Fiscal Year, the CFD Administrator shall determine the valid Assessor’s Parcel Numbers for all Taxable Property within CFD No. 2024-02. If any Assessor’s Parcel Numbers are no longer valid, the CFD Administrator shall determine the new Assessor’s Parcel Number or Numbers in effect for the then-current Fiscal Year. To the extent a Parcel or Parcels of Taxable Property are subdivided, consolidated, or otherwise reconfigured, the Maximum Special Tax – Maintenance Services and the Maximum Special Tax – Public Services shall be assi gned to the new Assessor’s Parcels Numbers pursuant to Section C. The CFD Administrator shall also determine: (i) the Tax Zone within which each Parcel is located; (ii) the Property Type for each Parcel; (iii) the number of Units or Acres each Parcel contains; and (iv) the Annual Special Tax Re quirement – Maintenance Services and the Annual Special Tax Requirement – Public Services for the Fiscal Year.

C. MAXIMUM ANNUAL SPECIAL TAX RATES
The Maximum Special Taxes for each Assessor’s Parce l of Taxable Property within Tax Zone No. 1 shall be assigned below:
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City of Eastvale
Community Facilities District No. 2024-02 (Citywide Ma intenance and Services) Page 6

1. Maximum Special Taxes
The Maximum Special Tax – Maintenance Services and the Maximum Special Tax – Public Services for each Assessor’s Parcel of Taxable Property within Tax Zone No. 1 shall be assigned according to Tables 1 and 2, respectively, below:

TABLE 1
MAXIMUM SPECIAL TAX RATES – MAINTENANCE SERVICES
TAX ZONE NO. 1
FISCAL YEAR 2024/25*

TABLE 2
MAXIMUM SPECIAL TAX RATES – PUBLIC SERVICES
TAX ZONE NO. 1
FISCAL YEAR 2024/25*

*On July 1 of each Fiscal Year, commencing on July 1, 2025, the Maximum Special Tax rates for Tax Zone No. 1 shall be increased by Tax Escalation Factor.

Different Maximum Special Tax rates and tax escalation factors may be identified in Tax Zones added to CFD No. 2024-02 as a result of future annexations.

Property Type
Maximum Annual
Special Tax -
Maintenance
Services Per
Single Family Detached Residential Property $1,034.8 7 Unit Single Family Attached Residential Property 931.39 Unit Multi-Family Residential Property 0.00 Unit
Commercial Property 4,139.49 Acr e Industrial Property 0.00 Acre
Undeveloped Property 15,334.93 Acre
Property Type
Maximum Annual
Special Tax - Public
Services Per
Single Family Detached Residential Property $166.46 U nit Single Family Attached Residential Property 166.46 Unit Multi-Family Residential Property 166.46 Unit Commercial Property 0.00 Acre
Industrial Property 0.00 Acre
Undeveloped Property 0.00 Acre
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City of Eastvale
Community Facilities District No. 2024-02 (Citywide Ma intenance and Services) Page 7 Accessory Dwelling Units
The Maximum Annual Special Tax – Maintenance Servic es and the Maximum Special Tax – Public Services for an Accessory Dwelling Unit shall be calculated as percentages of the Maximum Annual Special Tax – Maintenance Services and the Maximum Special Tax – Public Services for the primary Unit to which the ADU is accessory, based on Buildi ng Square Footage. For example, if a primary Unit of Single Family Detached Residential Property with 2,000 Building Square Feet has an ADU of 800 Building Square Feet, the Maximum Annual Specia l Tax – Maintenance Services and the Maximum Special Tax – Public Services for the ADU i n Tax Zone No. 1 shall be calculated by the following steps:

1. 800 Building Square Feet / 2,000 Building Square Feet = 0.40 or 40%

2. $1,034.87 Maximum Annual Special Tax – Maintenance Services per Unit x 40% = $413.95 Maximum Annual Special Tax – Maintenance Services for such ADU

3. $166.46 Maximum Annual Special Tax – Public Service s per Unit x 40% = $66.59 Maximum Annual Special Tax – Maintenance Services for such ADU Mixed-Use Property
In some instances, an Assessor’s Parcel of Developed Property may contain more than one Property Type. The Maximum Annual Special Tax – Maintenance Services and the Maximum Special Tax – Public Services assigned to an Assessor’s Parcel of Mixed-Use Property shall be the sum of the Maximum Annual Special Tax – Maintenance Services a nd the Maximum Special Tax – Public Services for each Property Type located on that Assessor’s Parcel.