Glendora City Council
June 28, 2022

Item #11. Page 4
Meeting Date: 6/28/2022 / Packet Page #: 142
Asset allocation review
Consolidated report prepared for City of Glendora
as of May 31, 2022
Summary of asset allocation
Market
value ($)
% of
Portfolio
Cash 23,361,329.55 19.69
Cash 23,361,329.55 19.69
US 23,361,329.55 19.69
Fixed Income 95,273,873.08 80.31
US 95,273,873.08 80.31
US Fixed Income 19,465,518.85 16.41Government 47,348,951.49 39.91Corporate IG Credit 28,459,402.74 23.99 Equity 0.00 0.00Commodities 0.00 0.00Non-Traditional 0.00 0.00Other 0.00 0.00 Total Portfolio $118,635,202.63 100%Balanced mutual funds are allocated in the 'Other' categoryAssets held at other financial institutions are included in this report. We have not verified, and are not responsible for, the accuracy or completeness of this information.Report created on: June 01, 2022 Page 2 of 30 Item #11. Page 5
Meeting Date: 6/28/2022 / Packet Page #: 143
Sources of portfolio value
Consolidated report prepared for City of Glendora
as of May 31, 2022$ Millions
MTD
04/30/2022 to
05/31/2022
QTD
03/31/2022 to
05/31/2022
ITD
02/23/2022 to
05/31/2022
YTD
02/23/2022 to
05/31/2022
Opening value 94,512,621.07 91,548,555.11 40,588,997.50 40,589,214.16Net deposits/withdrawals 127,253.43 4,159,505.40 56,885,938.48 56,885,938.48Div./interest income 113,826.47 164,956.75 275,072.26 275,072.26Change in accr. interest -15,726.43 42,502.74 198,111.60 198,111.60Change in value 303,194.54 -874,350.92 -2,906,950.76 -2,907,167.43Closing value 95,041,169.08 95,041,169.08 95,041,169.08 95,041,169.08Net Time-weighted ROR 0.42 -0.73 -2.62 -2.62Performance returns are annualized after 1 year. Net deposits and withdrawals include program and account fees.Benchmarks - Annualized time-weighted returnsUS Treasury Bill - 3 Mos 0.05 0.07 0.09 0.09 BofA Corp/Gov 1-5Y 0.62 -0.38 -2.00 -2.00BBG Agg Bond 0.64 -3.17 -4.95 -4.95Past performance does not guarantee future results and current performance may be lower/higher than past data presented.Report created on: June 01, 2022 Page 3 of 30 Item #11. Page 6
Meeting Date: 6/28/2022 / Packet Page #: 144
Bond summary
Consolidated report prepared for City of Glendora
as of May 31, 2022Bond overviewTotal quantity 100,084,000Total market value $95,008,493.98Total accrued interest $265,379.10Total market value plus accrued interest $95,273,873.08Total estimated annual bond interest $1,288,915.75Average yield to maturityAverage coupon 1.31%

2.90%1.36%2.90%
Average current yieldAverage yield to worstAverage modified duration 2.92Average effective maturity 3.13 Investment type allocationInvestment type Taxable ($) Total ($) Tax-exempt /
deferred ($)
% of
bond
port.

Certificates of deposit 19,465,518.85 0.00 19,465,518.85 20.43U.S. corporates 28,459,402.74 0.00 28,459,402.74 29.87U.S. federal agencies 45,416,344.99 0.00 45,416,344.99 47.67U.S. treasuries 1,932,606.50 0.00 1,932,606.50 2.03Total $95,273,873.08 $0.00 $95,273,873.08 100% Credit quality of bond holdings
Effective credit rating
% of
port.

Value on
Issues 05/31/2022 ($)
A Aaa/AAA/AAA 28 48,354,716.49 50.78B Aa/AA/AA 1 944,345.56 0.99C A/A/A 17 26,509,292.19 27.78D Baa/BBB/BBB 0 0.00 0.00E Non-investment grade 0 0.00 0.00F Certificate of deposit 83 19,465,518.85 20.45G Not rated 0 0.00 0.00Total 129 $95,273,873.08 100% Bond maturity schedule
$ Millions
Cash, mutual funds and some preferred securities are not included.

Includes all fixed income securities in the selected porfolio. Average yields and durations exclude Structured Product, Pass-Through, Perpetual Preferred, and Foreign securities.Report created on: June 01, 2022 Page 4 of 30 Item #11. Page 7
Meeting Date: 6/28/2022 / Packet Page #: 145
Portfolio holdings
Consolidated report prepared for City of Glendora
as of May 31, 2022Summary of Portfolio Holdings
Unrealized
Cost basis ($) gain/loss (%)
Est. annual
income ($)
Unrealized
gain/loss ($)
Value on
05/31/2022 ($)
Current
yield (%)
% of
Portfolio
A Cash 23,361,329.55 23,361,329.55 0.00 0.00% 0.00 0.00% 19.69% Cash 23,361,329.55 23,361,329.55 0.00 0.00% 0.00 0.00% 19.69% US 23,361,329.55 23,361,329.55 0.00 0.00% 0.00 0.00% 19.69% B Fixed Income 100,325,068.60 95,273,873.08 -5,295,804.42 -5.28% 1,288,915.75 1.35% 80.31% US 100,325,068.60 95,273,873.08 -5,295,804.42 -5.28% 1,288,915.75 1.35% 80.31% US Fixed Income 19,909,301.50 19,465,518.85 -688,391.55 -3.46% 339,086.00 1.74% 16.41% Government 50,021,053.53 47,348,951.49 -2,672,102.04 -5.34% 436,021.50 0.92% 39.91% Corporate IG Credit 30,394,713.57 28,459,402.74 -1,935,310.83 -6.37% 513,808.25 1.81% 23.99% C Equity 0.00 0.00 0.00 0.00% 0.00 0.00% 0.00%D Commodities 0.00 0.00 0.00 0.00% 0.00 0.00% 0.00%E Non-Traditional 0.00 0.00 0.00 0.00% 0.00 0.00% 0.00%F Other 0.00 0.00 0.00 0.00% 0.00 0.00% 0.00%Total Portfolio $123,686,398.15 $118,635,202.63 $-5,295,804.42 -4.28% $1,288,915.75 1.09% 100% Balanced mutual funds are allocated in the 'Other' category Report created on: June 01, 2022 Page 5 of 30
Item #11. Page 8
Meeting Date: 6/28/2022 / Packet Page #: 146
Consolidated report prepared for City of Glendora
Portfolio holdings - as of May 31, 2022 (continued)
Details of portfolio holdings
% of
asset
class
Est. annual
Cost basis ($) income ($)
Unrealized
gain/loss
(%)
Unrealized
Market value ($) gain/loss ($)
Current
yield (%)
Total Portfolio $123,686,398.15 $118,635,202.63 $-5,295,804.42 -4.28% $1,288,915.75 1.09% 100% 100% % of
Portfolio
Unrealized
gain/loss ($)
Unrealized
gain/loss
Quantity (%)
Current
Cost basis ($) yield (%)
Est. annual
income ($)
Purchase
price ($) /
Cash Avg Price Market value ($)
Price on
05/31/2022
($)
% of
Cash
% of
Portfolio
CashUSOutside ASSET (1) 1.00 19,413,310.65 19,413,310.65 0.00 0.00% 0.00 0.00% 83.10% 16.36%[Outside Account @SXXXX279]

1.00 Outside ASSET (1) 1.00 4,180,722.90 4,180,722.90 0.00 0.00% 0.00 0.00% 17.90% 3.52%[Outside Account @SXXXX283]

1.00 UBS BANK USA BUSINESS 33,930.44 1.00 33,930.44 33,930.44 0.00 0.00% 0.00 0.00% 0.03%ACCOUNT

1.00 0.15%
USD CASH -266,634.44 2.00 1.00 -266,634.44 -266,634.44 0.00 0.00% 0.00 0.00% -1.14% -0.22% Total US $23,361,329.55 $23,361,329.55 $0.00 0.00% $0.00 100.00 0.00% 19.69%Total Cash $23,361,329.55 $23,361,329.55 $0.00 0.00% $0.00 100.00 0.00% 19.69%Total Cash $23,361,329.55 $23,361,329.55 $0.00 0.00% $0.00 100.00 0.00% 19.69% Unrealized
gain/loss ($)
Unrealized
gain/loss
Quantity (%)
Current
Cost basis ($) yield (%)
Est. annual
income ($)
Purchase
price ($) /
Avg Price Market value ($)
Amort/Accr.($)
Fixed Income as of 05/31/2022
Price on
05/31/2022
($)
% of
Fixed
Income
% of
Portfolio
USUS Fixed Income
ALLEGIANCE BANK TX US RT 245,000.00 100.00 245,000.00 245,820.21 0.00 820.21 0.33% 5,267.50 2.14% 0.21%02.1500% MAT 09/29/22 FIXEDRATE CD 100.32 0.26%
AMERICAN COMM BK GA US RT 245,000.00 100.00 245,000.00 224,331.46 0.00 -20,668.54 -8.44% 980.00 0.44% 0.19%00.4000% MAT 09/22/25 FIXEDRATE CD

91.55 0.24%
AMERICAN EXP CENT UT US RT 245,000.00 100.00 245,000.00 247,352.23 0.00 2,352.23 0.96% 5,757.50 2.34% 0.21%02.3500% MAT 08/08/22 FIXEDRATE CD 100.24 0.26%
(1) Assets held at other financial institutions are included in this report. We have not verified, and are not responsible for, the accuracy or completeness of this information.Report created on: June 01, 2022 Page 6 of 30 Item #11. Page 9
Meeting Date: 6/28/2022 / Packet Page #: 147
Consolidated report prepared for City of Glendora
Portfolio holdings - as of May 31, 2022 (continued)
Unrealized
gain/loss ($)
Unrealized
gain/loss
Quantity (%)
Current
Cost basis ($) yield (%)
Est. annual
income ($)
Purchase
price ($) /
Avg Price Market value ($)
Amort/Accr.($)
Fixed Income as of 05/31/2022
Price on
05/31/2022
($)
% of
Fixed
Income
% of
Portfolio
US
ANN ARBOR ST BK MI US RT 245,000.00 100.00 245,000.00 246,969.50 0.00 1,969.50 0.80% 6,737.50 2.73% 0.21%02.7500% MAT 04/20/23 FIXEDRATE CD 100.72 0.26%
BANK OF NEW ENGLAN NH US 245,000.00 100.00 245,000.00 246,158.68 0.00 1,158.68 0.47% 6,982.50 2.84% 0.21%RT 02.8500% MAT 02/15/24FIXED RATE CD 100.35 0.26%
BANK3 TENNESSEE TN US RT 245,000.00 100.00 245,000.00 224,756.35 0.00 -20,243.65 -8.26% 980.00 0.44% 0.19%00.4000% MAT 08/28/25 FIXEDRATE CD

91.73 0.24%
BANKUNITED NA FLOR FL US RT 245,000.00 100.00 245,000.00 225,698.90 0.00 -19,301.10 -7.88% 2,327.50 1.03% 0.19%00.9500% MAT 03/31/26 FIXEDRATE CD

92.12 0.24%
BARCLAYS BK DE US RT 245,000.00 100.00 245,000.00 247,321.49 0.00 2,321.49 0.95% 5,512.50 2.25% 0.21%02.2500% MAT 07/26/22 FIXEDRATE CD 100.18 0.26%
BAY ST SVGS BK MA US RT 245,000.00 100.00 245,000.00 242,193.07 0.00 -2,806.93 -1.15% 4,165.00 1.72% 0.20%01.7000% MAT 11/29/23 FIXEDRATE CD

98.85 0.25%
BEAL BANK - PLANO TX US RT 245,000.00 100.00 245,000.00 243,074.60 0.00 -1,925.40 -0.79% 5,390.00 2.22% 0.20%02.2000% MAT 04/17/24 FIXEDRATE CD

98.97 0.26%
BELL ST B&T ND US RT 01.6000% 245,000.00 100.00 245,000.00 235,997.56 0.00 -9,002.44 -3.67% 3,920.00 1.66% 0.20%MAT 02/27/25 FIXED RATE CD

96.31 0.25%
BK HAPOALIM BM NY US RT 245,000.00 100.00 245,000.00 224,290.49 0.00 -20,709.51 -8.45% 1,225.00 0.55% 0.19%00.5000% MAT 12/15/25 FIXEDRATE CD

91.32 0.24%
BMO HARRIS BK NA IL US RT 245,000.00 100.00 245,000.00 225,015.82 0.00 -19,984.18 -8.16% 1,960.00 0.87% 0.19%00.8000% MAT 03/18/26 FIXEDRATE CD

91.68 0.24%
BMW BANK NORTH AME UT US 245,000.00 100.12 245,291.10 238,259.98 -23.62 -7,031.12 -2.87% 4,410.00 1.86% 0.20%RT 01.8000% MAT 03/04/25FIXED RATE CD

96.82 0.25%
CAPITAL ONE BK USA VA US RT 245,000.00 100.00 245,000.00 224,209.43 0.00 -20,790.57 -8.49% 2,817.50 1.26% 0.19%01.1500% MAT 11/24/26 FIXEDRATE CD

91.49 0.24%
CAPITAL ONE NA VA US RT 245,000.00 100.00 245,000.00 224,209.43 0.00 -20,790.57 -8.49% 2,817.50 1.26% 0.19%01.1500% MAT 11/24/26 FIXEDRATE CD

91.49 0.24%
CELTIC BK UT US RT 03.0000% 245,000.00 100.00 245,000.00 247,456.98 0.00 2,456.98 1.00% 7,350.00 2.97% 0.21%MAT 05/18/23 FIXED RATE CD 100.90 0.26%
CENTERSTATE BK NA FL US RT 245,000.00 100.00 245,000.00 231,328.83 0.00 -13,671.17 -5.58% 2,450.00 1.06% 0.19%01.0000% MAT 04/30/25 FIXEDRATE CD

94.34 0.24%
(1) Assets held at other financial institutions are included in this report. We have not verified, and are not responsible for, the accuracy or completeness of this information.Report created on: June 01, 2022 Page 7 of 30 Item #11. Page 10
Meeting Date: 6/28/2022 / Packet Page #: 148
Consolidated report prepared for City of Glendora
Portfolio holdings - as of May 31, 2022 (continued)
Unrealized
gain/loss ($)
Unrealized
gain/loss
Quantity (%)
Current
Cost basis ($) yield (%)
Est. annual
income ($)
Purchase
price ($) /
Avg Price Market value ($)
Amort/Accr.($)
Fixed Income as of 05/31/2022
Price on
05/31/2022
($)
% of
Fixed
Income
% of
Portfolio
US
CHAMBERS BANK AK US RT 108,000.00 100.00 108,000.00 98,990.81 0.00 -9,009.23 -8.34% 378.00 0.38% 0.08%00.3500% MAT 09/22/25 FIXEDRATE CD

91.59 0.10%
CITADEL FED CREDIT PA US RT 245,000.00 100.00 245,000.00 236,319.85 0.00 -8,680.15 -3.54% 4,042.50 1.71% 0.20%01.6500% MAT 02/27/25 CREDITUNION SHARE CERT

96.44 0.25%
CITIBANK NA SD US RT 245,000.00 100.00 245,000.00 248,273.00 0.00 3,273.00 1.34% 6,982.50 2.83% 0.21%02.8500% MAT 03/29/23 FIXEDRATE CD 100.84 0.26%
CITIZENS ST BK CLA WI US RT 219,000.00 100.00 219,000.00 212,688.42 0.00 -6,311.58 -2.88% 3,723.00 1.75% 0.18%01.7000% MAT 10/31/24 FIXEDRATE CD

97.12 0.22%
CITY NATL BK IL US RT 02.1000% 245,000.00 100.00 245,000.00 245,000.00 0.00 0.00 0.00% 5,145.00 2.10% 0.21%MAT 05/31/22 FIXED RATE CD 100.00 0.26%
COMMERCIAL BK TN US RT 245,000.00 100.00 245,000.00 247,520.95 0.00 2,520.95 1.03% 7,595.00 3.07% 0.21%03.1000% MAT 05/25/23 FIXEDRATE CD 100.98 0.26%
COMMUNITY BK TN US RT 245,000.00 100.00 245,000.00 224,798.47 0.00 -20,201.53 -8.25% 980.00 0.44% 0.19%00.4000% MAT 08/26/25 FIXEDRATE CD

91.75 0.24%
COMMUNITYWIDE FED IN US RT 245,000.00 100.00 245,000.00 243,764.13 0.00 -1,235.87 -0.50% 5,512.50 2.28% 0.21%02.2500% MAT 06/28/24 FIXEDRATE CD

98.76 0.26%
CONNEXUS CREDIT UN WI US RT 245,000.00 100.00 245,000.00 232,928.85 0.00 -12,071.15 -4.93% 735.00 0.32% 0.20%00.3000% MAT 05/28/24 CREDITUNION SHARE CERT

95.07 0.24%
DISCOVER BANK DE US RT 245,000.00 0.00 0.00 244,608.91 0.00 0.00 0.00% 7,840.00 3.21% 0.21%03.2000% MAT 05/24/27 FIXEDRATE CD

99.78 0.26%
EAGLEMARK SVGS BK NV US RT 245,000.00 100.43 246,052.73 233,051.72 -52.08 -13,001.01 -5.28% 4,900.00 2.11% 0.20%02.0000% MAT 03/02/27 FIXEDRATE CD

94.63 0.24%
ENCORE BANK AR US RT 245,000.00 100.00 245,000.00 229,518.62 0.00 -15,481.38 -6.32% 1,960.00 0.85% 0.19%00.8000% MAT 05/15/25 FIXEDRATE CD

93.65 0.24%
ENERBANK UT US RT 00.6500% 245,000.00 100.00 245,000.00 228,566.31 0.00 -16,433.69 -6.71% 1,592.50 0.70% 0.19%MAT 06/19/25 FIXED RATE CD

93.27 0.24%
ENTERPRISE BK NE US RT 245,000.00 100.00 245,000.00 246,003.69 0.00 1,003.69 0.41% 5,267.50 2.14% 0.21%02.1500% MAT 11/28/22 FIXEDRATE CD 100.39 0.26%
FIRST BK HIGHLAND IL US RT 245,000.00 100.00 245,000.00 247,411.54 0.00 2,411.54 0.98% 5,145.00 2.10% 0.21%02.1000% MAT 06/21/22 FIXEDRATE CD 100.06 0.26%
(1) Assets held at other financial institutions are included in this report. We have not verified, and are not responsible for, the accuracy or completeness of this information.Report created on: June 01, 2022 Page 8 of 30 Item #11. Page 11
Meeting Date: 6/28/2022 / Packet Page #: 149
Consolidated report prepared for City of Glendora
Portfolio holdings - as of May 31, 2022 (continued)
Unrealized
gain/loss ($)
Unrealized
gain/loss
Quantity (%)
Current
Cost basis ($) yield (%)
Est. annual
income ($)
Purchase
price ($) /
Avg Price Market value ($)
Amort/Accr.($)
Fixed Income as of 05/31/2022
Price on
05/31/2022
($)
% of
Fixed
Income
% of
Portfolio
US
FIRST CAROLINA BK NC US RT 245,000.00 100.00 245,000.00 228,409.14 0.00 -16,590.86 -6.77% 1,470.00 0.64% 0.19%00.6000% MAT 06/26/25 FIXEDRATE CD

93.22 0.24%
FIRST N/B MCGREG TX US RT 245,000.00 100.00 245,000.00 246,021.38 0.00 1,021.38 0.42% 6,982.50 2.84% 0.21%02.8500% MAT 02/21/24 FIXEDRATE CD 100.33 0.26%
FIRST NATL BK KS US RT 245,000.00 100.00 245,000.00 239,394.40 0.00 -5,605.60 -2.29% 4,532.50 1.89% 0.20%01.8500% MAT 08/30/24 FIXEDRATE CD

97.71 0.25%
FIRST ST BK AR US RT 01.8000% 245,000.00 100.00 245,000.00 239,127.35 0.00 -5,872.65 -2.40% 4,410.00 1.84% 0.20%MAT 08/30/24 FIXED RATE CD

97.60 0.25%
FIRST TECHNOLOGY F CA US RT 245,000.00 100.00 245,000.00 246,558.70 0.00 1,558.70 0.64% 5,880.00 2.39% 0.21%02.4000% MAT 12/15/22 FIXEDRATE CD 100.53 0.26%
FLAGSTAR BANK, FSB MI US RT 245,000.00 100.00 245,000.00 231,679.79 0.00 -13,320.21 -5.44% 2,572.50 1.11% 0.20%01.0500% MAT 04/30/25 FIXEDRATE CD

94.47 0.24%
GOLD COAST BANK IL US RT 245,000.00 100.00 245,000.00 246,701.21 0.00 1,701.21 0.69% 6,370.00 2.58% 0.21%02.6000% MAT 02/28/23 FIXEDRATE CD 100.67 0.26%
GOLDMAN SACHS BANK NY US 245,000.00 100.00 245,000.00 248,058.91 0.00 3,058.91 1.25% 7,227.50 2.92% 0.21%RT 02.9500% MAT 04/18/23FIXED RATE CD 100.90 0.26%
GREENSTATE CREDIT IA US RT 245,000.00 100.00 245,000.00 225,637.85 0.00 -19,362.15 -7.90% 2,327.50 1.03% 0.19%00.9500% MAT 04/16/26 FIXEDRATE CD

92.02 0.24%
HOME LN INVT BK RI US RT 245,000.00 100.00 245,000.00 224,811.70 0.00 -20,188.30 -8.24% 980.00 0.44% 0.19%00.4000% MAT 08/29/25 FIXEDRATE CD

91.73 0.24%
HOME SAVINGS BANK UT US RT 245,000.00 100.00 245,000.00 247,930.90 0.00 2,930.90 1.20% 6,982.50 2.84% 0.21%02.8500% MAT 02/12/24 FIXEDRATE CD 100.35 0.26%
HORIZON BK NE US RT 01.3000% 245,000.00 100.00 245,000.00 233,472.72 0.00 -11,527.28 -4.71% 3,185.00 1.37% 0.20%MAT 04/15/25 FIXED RATE CD

95.24 0.25%
JPMORGAN CHASE BK OH US RT 245,000.00 100.00 245,000.00 226,857.72 0.00 -18,142.28 -7.41% 1,715.00 0.76% 0.19%00.7000% MAT 09/30/25 FIXEDRATE CD

92.48 0.24%
KNOXVILLE TVA EMPL TN US RT 245,000.00 100.00 245,000.00 246,806.29 0.00 1,806.29 0.74% 5,880.00 2.39% 0.21%02.4000% MAT 12/29/22 FIXEDRATE CD 100.54 0.26%
LAFAYETTE FED CRED MD US RT 245,000.00 100.00 245,000.00 244,534.50 0.00 -465.50 -0.19% 7,962.50 3.26% 0.21%03.2500% MAT 06/15/27 LICUSHARE CERTIFICATE

99.81 0.26%
(1) Assets held at other financial institutions are included in this report. We have not verified, and are not responsible for, the accuracy or completeness of this information.Report created on: June 01, 2022 Page 9 of 30 Item #11. Page 12
Meeting Date: 6/28/2022 / Packet Page #: 150
Consolidated report prepared for City of Glendora
Portfolio holdings - as of May 31, 2022 (continued)
Unrealized
gain/loss ($)
Unrealized
gain/loss
Quantity (%)
Current
Cost basis ($) yield (%)
Est. annual
income ($)
Purchase
price ($) /
Avg Price Market value ($)
Amort/Accr.($)
Fixed Income as of 05/31/2022
Price on
05/31/2022
($)
% of
Fixed
Income
% of
Portfolio
US
LIVE OAK BKG CO NC US RT 245,000.00 100.00 245,000.00 222,339.35 0.00 -22,660.65 -9.25% 1,960.00 0.88% 0.19%00.8000% MAT 08/13/26 FIXEDRATE CD

90.69 0.23%
MCHENRY SVGS BK IL US RT 245,000.00 100.00 245,000.00 237,933.19 0.00 -7,066.81 -2.88% 4,287.50 1.80% 0.20%01.7500% MAT 11/29/24 FIXEDRATE CD

97.11 0.25%
MECHANICS COOPERAT MA US 245,000.00 100.00 245,000.00 247,015.48 0.00 2,015.48 0.82% 6,247.50 2.53% 0.21%RT 02.5500% MAT 02/06/23FIXED RATE CD 100.64 0.26%
MEDALLION BK UT US RT 245,000.00 100.00 245,000.00 226,373.89 0.00 -18,626.11 -7.60% 1,347.50 0.60% 0.19%00.5500% MAT 07/30/25 FIXEDRATE CD

92.40 0.24%
MERCANTILE BANK MI US RT 245,000.00 100.00 245,000.00 247,513.33 0.00 2,513.33 1.03% 5,145.00 2.10% 0.21%02.1000% MAT 06/07/22 FIXEDRATE CD 100.02 0.26%
MERRICK BK UT US RT 01.6500% 245,000.00 100.00 245,000.00 242,344.20 0.00 -2,655.80 -1.08% 4,042.50 1.67% 0.20%MAT 10/31/23 FIXED RATE CD

98.92 0.25%
METRO CREDIT UNION MA US RT 245,000.00 100.00 245,000.00 229,044.93 0.00 -15,955.07 -6.51% 4,165.00 1.82% 0.19%01.7000% MAT 02/18/27 LICUSHARE CERTIFICATE

93.35 0.24%
MONEY ONE FED CRED MD US 248,000.00 103.45 256,567.60 243,878.44 -5,727.59 -12,689.16 -4.95% 4,960.00 2.04% 0.21%RT 02.0000% MAT 09/23/24FIXED RATE CD

97.96 0.26%
MORGAN STANLEY BK UT US RT 245,000.00 100.00 245,000.00 249,185.67 0.00 4,185.67 1.71% 6,492.50 2.63% 0.21%02.6500% MAT 01/11/23 FIXEDRATE CD 100.69 0.26%
MORGAN STANLEY PRV NY US 245,000.00 100.00 245,000.00 241,596.92 0.00 -3,403.08 -1.39% 4,900.00 2.04% 0.20%RT 02.0000% MAT 08/22/24FIXED RATE CD

98.07 0.25%
MORTON CMNTY BK IL US RT 245,000.00 100.00 245,000.00 228,557.38 0.00 -16,442.62 -6.71% 1,470.00 0.64% 0.19%00.6000% MAT 06/19/25 FIXEDRATE CD

93.27 0.24%
MOUNTAIN AMERICA C UT US RT 245,000.00 100.00 245,000.00 246,526.85 0.00 1,526.85 0.62% 5,880.00 2.39% 0.21%02.4000% MAT 11/30/22 FIXEDRATE CD 100.52 0.26%
NEIGHBORS FED CRED LA US RT 245,000.00 100.00 245,000.00 249,406.64 0.00 4,406.64 1.80% 8,085.00 3.26% 0.21%03.3000% MAT 09/28/23 FIXEDRATE CD 101.22 0.26%
NEW YORK CMNTY BK NY US RT 245,000.00 100.00 245,000.00 222,791.99 0.00 -22,208.01 -9.06% 1,715.00 0.77% 0.19%00.7000% MAT 07/01/26 FIXEDRATE CD

90.64 0.23%
(1) Assets held at other financial institutions are included in this report. We have not verified, and are not responsible for, the accuracy or completeness of this information.Report created on: June 01, 2022 Page 10 of 30 Item #11. Page 13
Meeting Date: 6/28/2022 / Packet Page #: 151
Consolidated report prepared for City of Glendora
Portfolio holdings - as of May 31, 2022 (continued)
Unrealized
gain/loss ($)
Unrealized
gain/loss
Quantity (%)
Current
Cost basis ($) yield (%)
Est. annual
income ($)
Purchase
price ($) /
Avg Price Market value ($)
Amort/Accr.($)
Fixed Income as of 05/31/2022
Price on
05/31/2022
($)
% of
Fixed
Income
% of
Portfolio
US
PACIFIC CREST SVGS WA US RT 245,000.00 100.00 245,000.00 232,439.55 0.00 -12,560.45 -5.13% 2,940.00 1.26% 0.20%01.2000% MAT 04/30/25 FIXEDRATE CD

94.87 0.24%
PACIFIC WSTN BK CA US RT 245,000.00 100.00 245,000.00 234,108.37 0.00 -10,891.63 -4.45% 3,307.50 1.42% 0.20%01.3500% MAT 04/16/25 FIXEDRATE CD

95.39 0.25%
PENTAGON FED CREDI VA US RT 245,000.00 100.00 245,000.00 228,850.94 0.00 -16,149.06 -6.59% 4,165.00 1.82% 0.19%01.7000% MAT 02/18/27 CREDITUNION SHARE CERT

93.35 0.24%
PRIME ALLIANCE BK UT US RT 245,000.00 100.00 245,000.00 247,703.66 0.00 2,703.66 1.10% 7,840.00 3.17% 0.21%03.2000% MAT 06/29/23 FIXEDRATE CD 101.09 0.26%
RAYMOND JAMES BK N FL US RT 245,000.00 100.00 245,000.00 238,719.24 0.00 -6,280.76 -2.56% 4,410.00 1.85% 0.20%01.8000% MAT 11/08/24 FIXEDRATE CD

97.32 0.25%
SAN FRANCISCO FED CA US RT 245,000.00 100.00 245,000.00 232,301.78 0.00 -12,698.22 -5.18% 2,695.00 1.16% 0.20%01.1000% MAT 03/27/25 LICUSHARE CERTIFICATE

94.81 0.24%
SAVOY BK NY US RT 00.8000% 245,000.00 100.00 245,000.00 229,566.11 0.00 -15,433.89 -6.30% 1,960.00 0.85% 0.19%MAT 05/13/25 FIXED RATE CD

93.66 0.24%
SOMERSET TRUST CO PA US RT 245,000.00 100.00 245,000.00 231,818.70 0.00 -13,181.30 -5.38% 2,450.00 1.06% 0.20%01.0000% MAT 03/19/25 FIXEDRATE CD

94.59 0.24%
SPRING BK NY US RT 02.7500% 245,000.00 100.00 245,000.00 246,805.99 0.00 1,805.99 0.74% 6,737.50 2.73% 0.21%MAT 04/27/23 FIXED RATE CD 100.71 0.26%
STATE BANK OF INDI NY US RT 245,000.00 100.00 245,000.00 225,824.35 0.00 -19,175.65 -7.83% 2,205.00 0.98% 0.19%00.9000% MAT 03/25/26 FIXEDRATE CD

92.01 0.24%
STOCKMAN BK MT US RT 245,000.00 100.00 245,000.00 231,303.86 0.00 -13,696.14 -5.59% 1,470.00 0.64% 0.19%00.6000% MAT 06/10/25 FIXEDRATE CD

94.13 0.24%
SYNCHRONY BANK UT US RT 245,000.00 100.00 245,000.00 239,176.65 0.00 -5,823.35 -2.38% 4,900.00 2.06% 0.20%02.0000% MAT 03/25/25 FIXEDRATE CD

97.26 0.25%
TEXAS EXCHANGE BK TX US RT 245,000.00 100.00 245,000.00 223,991.62 0.00 -21,008.38 -8.57% 1,470.00 0.66% 0.19%00.6000% MAT 10/23/25 FIXEDRATE CD

91.41 0.24%
THIRD FED S&L ASSN OH US RT 245,000.00 100.00 245,000.00 239,220.58 0.00 -5,779.42 -2.36% 4,777.50 2.00% 0.20%01.9500% MAT 11/25/24 FIXEDRATE CD

97.61 0.25%
TOYOTA FINL SVG BK NV US RT 245,000.00 100.00 245,000.00 225,236.25 0.00 -19,763.75 -8.07% 2,205.00 0.98% 0.19%00.9000% MAT 04/22/26 FIXEDRATE CD

91.84 0.24%
(1) Assets held at other financial institutions are included in this report. We have not verified, and are not responsible for, the accuracy or completeness of this information.Report created on: June 01, 2022 Page 11 of 30 Item #11. Page 14
Meeting Date: 6/28/2022 / Packet Page #: 152
Consolidated report prepared for City of Glendora
Portfolio holdings - as of May 31, 2022 (continued)
Unrealized
gain/loss ($)
Unrealized
gain/loss
Quantity (%)
Current
Cost basis ($) yield (%)
Est. annual
income ($)
Purchase
price ($) /
Avg Price Market value ($)
Amort/Accr.($)
Fixed Income as of 05/31/2022
Price on
05/31/2022
($)
% of
Fixed
Income
% of
Portfolio
US
UBS BANK UT US RT 00.8500% 245,000.00 100.00 245,000.00 223,675.03 0.00 -21,324.97 -8.70% 2,082.50 0.93% 0.19%MAT 06/16/26 FIXED RATE CD

91.26 0.23%
UNIVERSITY OF IOWA IA US RT 245,000.00 100.00 245,000.00 247,885.06 0.00 2,885.06 1.18% 7,350.00 2.97% 0.21%03.0000% MAT 04/28/23 FIXEDRATE CD 100.93 0.26%
USALLIANCE FED CRE NY US RT 245,000.00 100.00 245,000.00 225,216.99 0.00 -19,783.01 -8.07% 1,225.00 0.54% 0.19%00.5000% MAT 09/29/25 FIXEDRATE CD

91.84 0.24%
VYSTAR CREDIT UNIO FL US RT 205,000.00 104.58 214,390.07 208,526.00 -9,476.97 -5,864.07 -2.74% 7,482.50 3.59% 0.18%03.6500% MAT 12/11/23 LICUSHARE CERTIFICATE 101.71 0.22%
WEBBANK UT US RT 00.3500% 245,000.00 100.00 245,000.00 233,193.15 0.00 -11,806.85 -4.82% 857.50 0.37% 0.20%MAT 05/28/24 FIXED RATE CD

95.18 0.24%
WELLS FARGO NATL B NV US RT 245,000.00 100.00 245,000.00 245,553.87 0.00 553.87 0.23% 4,532.50 1.85% 0.16%01.8500% MAT 12/30/22 FIXEDRATE CD 100.22 0.26%
Total US Fixed Income $19,909,301.50 $19,465,518.85 $-15,280.26 $-688,391.55 -3.46% $339,086.00 20.43% 1.74% 16.41% Government
FEDERAL FARM CREDIT BANK 2,000,000.00 100.00 2,000,000.00 1,921,848.89 0.00 -78,151.11 -3.91% 19,400.00 1.01% 1.62%00.970 % DUE 120924 DTD120921 FC 06092022

95.63 2.02%
FFCB BOND 00.210 % DUE 2,000,000.00 100.00 2,000,000.00 1,934,006.67 0.00 -65,993.33 -3.30% 4,200.00 0.22% 1.63%122123 DTD 122120 FC06212021

96.61 2.03%
FFCB BOND 00.440 % DUE 2,000,000.00 100.00 2,000,000.00 1,912,842.22 0.00 -87,157.78 -4.36% 8,800.00 0.46% 1.61%092324 DTD 092321 FC03232022

95.56 2.01%
FFCB BOND 00.600 % DUE 2,000,000.00 100.00 2,000,000.00 1,878,520.00 0.00 -121,480.00 -6.07% 12,000.00 0.64% 1.58%061625 DTD 061621 FC12162021

93.65 1.97%
FFCB BOND 00.600 % DUE 2,000,000.00 100.00 2,000,000.00 1,852,273.33 0.00 -147,726.67 -7.39% 12,000.00 0.65% 1.56%112425 DTD 112420 FC05242021

92.60 1.94%
FFCB BOND 00.610 % DUE 2,000,000.00 100.00 2,000,000.00 1,871,671.11 0.00 -128,328.89 -6.42% 12,200.00 0.65% 1.58%052325 DTD 082321 FC11232021

93.57 1.96%
FFCB BOND 00.660 % DUE 2,000,000.00 100.00 2,000,000.00 1,865,366.67 0.00 -134,633.33 -6.73% 13,200.00 0.71% 1.57%091525 DTD 091521 FC03152022

93.13 1.96%
FFCB BOND 00.680 % DUE 2,000,000.00 100.00 2,000,000.00 1,871,733.33 0.00 -128,266.67 -6.41% 13,600.00 0.73% 1.58%051925 DTD 051921 FC11192021

93.56 1.96%
(1) Assets held at other financial institutions are included in this report. We have not verified, and are not responsible for, the accuracy or completeness of this information.Report created on: June 01, 2022 Page 12 of 30 Item #11. Page 15
Meeting Date: 6/28/2022 / Packet Page #: 153
Consolidated report prepared for City of Glendora
Portfolio holdings - as of May 31, 2022 (continued)
Unrealized
gain/loss ($)
Unrealized
gain/loss
Quantity (%)
Current
Cost basis ($) yield (%)
Est. annual
income ($)
Purchase
price ($) /
Avg Price Market value ($)
Amort/Accr.($)
Fixed Income as of 05/31/2022
Price on
05/31/2022
($)
% of
Fixed
Income
% of
Portfolio
US
FFCB BOND 00.710 % DUE 2,000,000.00 100.00 2,000,000.00 1,879,797.78 0.00 -120,202.22 -6.01% 14,200.00 0.76% 1.58%042125 DTD 042121 FC10212021

93.91 1.97%
FFCB BOND 01.840 % DUE 2,000,000.00 100.00 2,000,000.00 1,921,037.78 0.00 -78,962.22 -3.95% 36,800.00 1.93% 1.62%012627 DTD 012622 FC07262022

95.41 2.02%
FFCB NTS 00.940 % DUE 092826 2,000,000.00 100.00 2,000,000.00 1,832,270.00 0.00 -167,730.00 -8.39% 18,800.00 1.03% 1.54%DTD 092821 FC 03282022

91.45 1.92%
FHLB BOND 00.625 % DUE 2,000,000.00 100.00 2,000,000.00 1,877,508.33 0.00 -122,491.67 -6.12% 12,500.00 0.67% 1.58%063025 DTD 063021 FC12302021

93.62 1.97%
FHLB BOND 01.050 % DUE 1,000,000.00 96.84 968,385.25 926,510.00 0.00 -41,875.25 -4.32% 10,500.00 1.14% 0.78%081326 DTD 081321 FC02132022

92.34 0.97%
FHLB BOND 01.780 % DUE 2,000,000.00 100.00 2,000,000.00 1,922,536.67 0.00 -77,463.33 -3.87% 35,600.00 1.86% 1.62%021027 DTD 021022 FC08102022

95.58 2.02%
FHLB BOND 02.010 % DUE 3,215,000.00 95.65 3,075,098.40 3,097,781.09 0.00 22,682.70 0.74% 64,621.50 2.10% 2.61%022527 DTD 022522 FC08252022

95.82 3.25%
FHLB BOND STEP-UP 00.750 % 2,000,000.00 100.00 2,000,000.00 1,884,790.00 0.00 -115,210.00 -5.76% 15,000.00 0.80% 1.59%DUE 063026 DTD 063021 FC12302021

93.93 1.98%
FHLB NTS 1.0500% DUE 033026 2,000,000.00 100.00 2,000,000.00 1,888,620.00 0.00 -111,380.00 -5.57% 21,000.00 1.11% 1.59%DTD 033021 FC 09302021

94.26 1.98%
FHLB NTS 00.500 % DUE 063026 2,000,000.00 100.00 2,000,000.00 1,897,506.67 0.00 -102,493.33 -5.12% 10,000.00 0.53% 1.60%DTD 063021 FC 12302021

94.67 1.99%
FHLB NTS 00.500 % DUE 082626 2,000,000.00 100.00 2,000,000.00 1,841,658.89 0.00 -158,341.11 -7.92% 10,000.00 0.54% 1.55%DTD 082621 FC 02262022

91.95 1.93%
FHLMC MED TERM NTS 00.500 1,000,000.00 99.85 998,500.00 934,947.78 0.00 -63,552.22 -6.36% 5,000.00 0.54% 0.79%% DUE 072325 DTD 072320 FC01232021

93.32 0.98%
FHLMC MED TERM NTS 00.730 2,000,000.00 100.00 2,000,000.00 1,872,181.67 0.00 -127,818.33 -6.39% 14,600.00 0.78% 1.58%% DUE 052825 DTD 052820 FC11282020

93.60 1.97%
FNMA NTS 00.500 % DUE 1,000,000.00 100.00 999,950.00 932,596.11 0.00 -67,353.89 -6.74% 5,000.00 0.54% 0.79%081425 DTD 081420 FC02142021

93.11 0.98%
FNMA NTS 00.540 % DUE 2,000,000.00 100.00 2,000,000.00 1,855,940.00 0.00 -144,060.00 -7.20% 10,800.00 0.58% 1.56%102725 DTD 102720 FC04272021

92.75 1.95%
(1) Assets held at other financial institutions are included in this report. We have not verified, and are not responsible for, the accuracy or completeness of this information.Report created on: June 01, 2022 Page 13 of 30 Item #11. Page 16
Meeting Date: 6/28/2022 / Packet Page #: 154
Consolidated report prepared for City of Glendora
Portfolio holdings - as of May 31, 2022 (continued)
Unrealized
gain/loss ($)
Unrealized
gain/loss
Quantity (%)
Current
Cost basis ($) yield (%)
Est. annual
income ($)
Purchase
price ($) /
Avg Price Market value ($)
Amort/Accr.($)
Fixed Income as of 05/31/2022
Price on
05/31/2022
($)
% of
Fixed
Income
% of
Portfolio
US
FNMA NTS 00.560 % DUE 2,000,000.00 100.00 2,000,000.00 1,854,255.56 0.00 -145,744.44 -7.29% 11,200.00 0.60% 1.56%111725 DTD 111720 FC05172021

92.69 1.95%
INTL FIN CORP NTS 00.500 % 2,000,000.00 100.00 2,000,000.00 1,888,144.44 0.00 -111,855.56 -5.59% 10,000.00 0.53% 1.59%DUE 051526 DTD 052821 FC11152021

94.39 1.98%
US TSY NOTE 01.125 % DUE 1,000,000.00 98.21 982,052.13 930,637.69 0.00 -51,414.44 -5.24% 11,250.00 1.21% 0.81%10/31/26 DTD 10/31/21 FC04/30/22

92.97 0.98%
US TSY NOTE 02.375 % DUE 1,000,000.00 99.71 997,067.75 1,001,968.81 0.00 4,901.06 0.49% 23,750.00 2.39% 0.84%08/15/24 DTD 08/15/14 FC02/15/15

99.51 1.05%
Total Government $50,021,053.53 $47,348,951.49 $0.00 $-2,672,102.04 -5.34% $436,021.50 49.70% 0.92% 39.91% Corporate IG Credit
AMAZON COM INC NTS B/E 1,000,000.00 100.29 1,002,925.55 944,345.56 -1,902.44 -58,579.99 -5.84% 8,000.00 0.85% 0.81%00.800% 060325 DTD060320CALL@MW+10BP

94.04 0.99%
CATERPILLAR FINL SERVICE 2,026,000.00 102.19 2,070,431.45 1,929,044.64 -26,095.87 -141,386.81 -6.83% 29,377.00 1.52% 1.63%01.450% 051525 DTD051520FC111520 CALL@MW+20BP

95.15 2.02%
CHARLES SCHWAB CORP NTS 2,000,000.00 99.49 1,989,860.00 1,824,620.00 0.00 -165,240.00 -8.30% 18,000.00 0.99% 1.54%00.900% 031126 DTD121120FC031121 CALL@MW+10BP

91.03 1.92%
COMCAST CORP NEW B/E 1,000,000.00 108.25 1,082,545.77 1,014,307.50 -36,735.59 -68,238.27 -6.30% 33,750.00 3.36% 0.85%03.375% 081525 DTD052715FC081515 CALL@MW+20BP 100.44 1.06%
E I DU PONT DE NEMOURS 2,141,000.00 102.32 2,190,602.19 2,051,489.55 -16,277.88 -139,112.64 -6.35% 36,397.00 1.79% 1.73%01.700% 071525 DTD051520FC011521 CALL@MW+25BP

95.18 2.15%
HONEYWELL INTL NTS B/E 1,122,000.00 102.74 1,152,722.84 1,118,591.61 -28,397.43 -34,131.23 -2.96% 25,806.00 2.32% 0.94%02.300% 081524 DTD080819CALL@MW+10BP

99.02 1.17%
IBM CORP NTS B/E 03.000% 1,664,000.00 104.25 1,734,650.71 1,669,829.55 -68,374.90 -64,821.16 -3.74% 49,920.00 2.99% 1.41%051524 DTD051519 FC111519CALL@MW+15BP 100.22 1.75%
INTEL CORP NTS B/E 03.400% 1,054,000.00 107.94 1,137,701.74 1,069,044.09 -50,148.37 -68,657.65 -6.03% 35,836.00 3.37% 0.90%032525 DTD032520CALL@MW+45BP 100.80 1.12%
JOHN DEERE CAPITAL CORP 1,124,000.00 103.96 1,168,525.35 1,106,146.51 -24,584.18 -62,378.84 -5.34% 23,042.00 2.10% 0.93%02.050% 010925 DTD010920FC070920 NTS B/E

97.60 1.16%
(1) Assets held at other financial institutions are included in this report. We have not verified, and are not responsible for, the accuracy or completeness of this information.Report created on: June 01, 2022 Page 14 of 30 Item #11. Page 17
Meeting Date: 6/28/2022 / Packet Page #: 155
Consolidated report prepared for City of Glendora
Portfolio holdings - as of May 31, 2022 (continued)
Unrealized
gain/loss ($)
Unrealized
gain/loss
Quantity (%)
Current
Cost basis ($) yield (%)
Est. annual
income ($)
Purchase
price ($) /
Avg Price Market value ($)
Amort/Accr.($)
Fixed Income as of 05/31/2022
Price on
05/31/2022
($)
% of
Fixed
Income
% of
Portfolio
US
JOHN DEERE CPTL CORP 2,000,000.00 100.14 2,002,860.06 1,833,048.89 -1,046.42 -169,811.17 -8.48% 14,000.00 0.77% 1.55%00.700% 011526 DTD010721FC071521 MED TERM NTS

91.39 1.92%
JPMORGAN CHASE & CO 1,200,000.00 100.00 1,200,000.00 1,073,269.33 0.00 -126,730.67 -10.56% 9,600.00 0.90% 0.90%00.800% 022626 DTD022621FC082621 MED TERM NTS

89.23 1.13%
JPMORGAN CHASE & CO B/E 1,017,000.00 105.34 1,071,322.37 1,027,323.68 -38,697.80 -43,998.69 -4.11% 31,781.25 3.13% 0.87%03.125% 012325 DTD012315FC072315

99.90 1.08%
MASTERCARD INC NTS B/E 2,000,000.00 102.37 2,047,451.44 1,962,877.78 -35,329.46 -84,573.66 -4.13% 40,000.00 2.05% 1.65%02.000% 030325 DTD120319FC030320 CALL@MW+10BP

97.66 2.06%
MICROSOFT CORP B/E 02.700% 1,000,000.00 105.75 1,057,542.05 1,005,765.00 -37,003.83 -51,777.05 -4.90% 27,000.00 2.71% 0.85%021225 DTD021215 FC081215CALL@MW+12.5BP

99.76 1.06%
MORGAN STANLEY FIN LLC 2,000,000.00 100.00 2,000,000.00 1,751,723.33 0.00 -248,276.67 -12.41% 21,000.00 1.20% 1.48%01.050% 082726 DTD082721FC022722 MED TERM NTS

87.31 1.84%
TARGET CORP NTS B/E 02.250% 2,000,000.00 103.93 2,078,661.61 1,963,090.00 -53,863.40 -115,571.61 -5.56% 45,000.00 2.30% 1.65%041525 DTD033120 FC101520CALL@MW+30BP

97.87 2.06%
TOYOTA MOTOR CRDT CORP 2,000,000.00 99.45 1,988,920.00 1,902,868.33 0.00 -86,051.67 -4.33% 12,500.00 0.66% 1.60%00.625% 091324 DTD091321FC031322 NTS B/E

95.01 2.00%
TRUIST BANK NTS B/E 02.150% 1,386,000.00 102.03 1,414,187.36 1,368,455.17 -24,253.17 -45,732.19 -3.23% 29,799.00 2.20% 1.15%120624 DTD120619 FC060620

97.69 1.44%
UNITED HEALTH GROUP INC 2,000,000.00 100.19 2,003,803.08 1,843,562.22 -964.76 -160,240.86 -8.00% 23,000.00 1.25% 1.55%01.150% 051526 DTD051921FC111521 CALL@MW+07.50BP

92.13 1.94%
Total Corporate IG Credit $30,394,713.57 $28,459,402.74 $-443,675.50 $-1,935,310.83 -6.37% $513,808.25 29.87% 1.81% 23.99%Total US $100,325,068.60 $95,273,873.08 $-458,955.76 $-5,295,804.42 -5.28% $1,288,915.75 100.00 1.35% 80.31% Total Fixed Income $100,325,068.60 $95,273,873.08 $-458,955.76 $-5,295,804.42 -5.28% $1,288,915.75 100.00 1.35% 80.31% Total Portfolio $123,686,398.15 $118,635,202.63 $-5,295,804.42 -4.28% $1,288,915.75 1.09% 100% 100% Unrealized
gain/loss
(%)
Unrealized
gain/loss ($)
% of
asset
class
Est. annual
Cost basis ($) income ($)
Current
Market value ($) yield (%)
% of
Portfolio
Total accrued interest (included in market values): $265,379.10(1) Assets held at other financial institutions are included in this report. We have not verified, and are not responsible for, the accuracy or completeness of this information.Report created on: June 01, 2022 Page 15 of 30 Item #11. Page 18
Meeting Date: 6/28/2022 / Packet Page #: 156
Bond holdings
Consolidated report prepared for City of Glendora
as of May 31, 2022Summary of bond holdingsMaturityYear
Yield to
maturity (%)
Yield to
worst (%)
Unrealized
Issues gain/loss ($) Mkt. value ($)
Est. annual
income ($)
Adjusted
cost basis ($)
Modified
duration
Current
Quantity yield (%) % of bond portfolio maturing
2022 11 2,695,000 59,412.50 2.20% 1.26 % 1.26 % 0.34 2,695,000 7,394.10 2,711,868.222023 16 5,635,000 104,905.00 1.88% 2.16 % 2.16 % 1.17 5,644,390.07 -54,019.62 5,600,052.982024 22 14,824,000 239,418.00 1.66% 2.79 % 2.79 % 2.18 14,948,116.26 -518,537.89 14,482,034.822025 49 42,840,000 504,558.75 1.24% 2.96 % 2.96 % 2.95 43,384,450.62 -2,792,896.46 40,697,470.642026 23 25,650,000 214,567.50 0.91% 3.39 % 3.39 % 3.88 25,596,960.52 -1,980,974.07 23,660,999.882027 8 8,440,000 166,054.00 2.06% 2.94 % 2.94 % 4.43 8,056,151.13 22,459.32 8,121,446.542028 0 0 NA NA NA2029 0 0 NA NA NA2030 0 0 NA NA NA2031 0 0 NA NA NA2032 0 0 NA NA NA2033 0 0 NA NA NA2034 0 0 NA NA NA2035 0 0 NA NA NA2036 0 0 NA NA NA2037 0 0 NA NA NA2038 0 0 NA NA NA2039 0 0 NA NA NA2040 0 0 NA NA NA2041 0 0 NA NA NA2042 0 0 NA NA NA2043 0 0 NA NA NA2044 0 0 NA NA NA2045 0 0 NA NA NA2046 0 0 NA NA NA2047 0 0 NA NA NA2048 0 0 NA NA NA2049 0 0 NA NA NA2050 0 0 NA NA NA2051 0 0 NA NA NA2051 + 0 0 NA NA NAOther 0 0 NA NA NATotal 129 100,084,000 $1,288,915.75 1.36% 2.90 % 2.90 % 2.92 $100,325,068.60 $-5,316,574.62 $95,273,873.08Includes all fixed-rate securities in the selected portfolio. Average yields and durations exclude Structured Product, Pass-Through, Perpetual Preferred, and Foreign securities.Report created on: June 01, 2022 Page 16 of 30 Item #11. Page 19
Meeting Date: 6/28/2022 / Packet Page #: 157
Consolidated report prepared for City of Glendora
Bond holdings - as of May 31, 2022 (continued)
Effective rating/
Underlying rating
(Mdy/Fitch/S&P)
Mkt. value ($)/
Accr. interest ($)
Adjusted
cost basis ($)/
Unreal. g/l ($)
Call date/
Coupon Call price ($)
Modified
duration
YTM (%)/
YTW (%)
Est. annual
income ($)/
Quantity Curr. yield (%)
Effective
maturity
% of
bond
port.

Market
price ($)
Details of bond holdings

2.90%2.90%
07/17/2025 NA 2.92 $100,325,068. NA $95,008,493.98
$-5,316,574.62
100,084,00

1.36% $265,379.10

1.31% $1,288,915.75 100%
$95,273,873.08
Total Bond PortfolioMaturing 2022
Effective rating/
Underlying rating
(Mdy/Fitch/S&P) Quantity Coupon
Effective
maturity
Call date/
Call price ($)
Est. annual
income ($)/
Curr. yield (%)
YTM (%)/
YTW (%)
Modified
duration
Market
price ($)
Mkt. value ($)/
Accr. interest ($)
% of
bond
port.

Adjusted
cost basis ($)/
Unreal. g/l ($)
245,000 245,000.00 100.000

0.00 2.10%

2.10% 0.00
05/31/2022 NA 245,000.00 0.26%
NA
CITY NATL BK IL US RT 02.1000% 5,145.00 NAMAT 05/31/22 FIXED RATE CD /IL CD
245,000 245,000.00 100.019
2,466.78

2.10%

2.10% 46.55
06/07/2022 0.02 245,046.55 0.26%

1.10%
MERCANTILE BANK MI US RT 5,145.00 1.10%02.1000% MAT 06/07/22 FIXEDRATE CD /MI CD
245,000 245,000.00 100.058
2,269.44

2.10%

2.10% 142.10
06/21/2022 0.06 245,142.10 0.26%

1.08%
FIRST BK HIGHLAND IL US RT 5,145.00 1.08%02.1000% MAT 06/21/22 FIXEDRATE CD /IL CD
245,000 245,000.00 100.177
1,887.84

2.25%

2.25% 433.65
07/26/2022 0.15 245,433.65 0.26%

1.09%
BARCLAYS BK DE US RT 02.2500% 5,512.50 1.09%MAT 07/26/22 FIXED RATE CD /DE CD
245,000 245,000.00 100.239
1,766.68

2.35%

2.34% 585.55
08/08/2022 0.19 245,585.55 0.26%

1.08%
AMERICAN EXP CENT UT US RT 5,757.50 1.08%02.3500% MAT 08/08/22 FIXEDRATE CD /UT CD
245,000 245,000.00 100.323

28.86 2.15%

2.14% 791.35
09/29/2022 0.33 245,791.35 0.26%

1.17%
ALLEGIANCE BANK TX US RT 5,267.50 1.17%02.1500% MAT 09/29/22 FIXEDRATE CD /TX CD
245,000 245,000.00 100.392

43.29 2.15%

2.14% 960.40
11/28/2022 0.49 245,960.40 0.26%

1.36%
ENTERPRISE BK NE US RT 02.1500% 5,267.50 1.36%MAT 11/28/22 FIXED RATE CD /NE CD
245,000 245,000.00 100.518
257.75

2.40%

2.39% 1,269.10
11/30/2022 0.50 246,269.10 0.26%

1.36%
MOUNTAIN AMERICA C UT US RT 5,880.00 1.36%02.4000% MAT 11/30/22 FIXEDRATE CD /UT CD
245,000 245,000.00 100.531
257.75

2.40%

2.39% 1,300.95
12/15/2022 0.54 246,300.95 0.26%

1.42%
FIRST TECHNOLOGY F CA US RT 5,880.00 1.42%02.4000% MAT 12/15/22 FIXEDRATE CD /CA CD
245,000 245,000.00 100.540
483.29

2.40%

2.39% 1,323.00
12/29/2022 0.58 246,323.00 0.26%

1.47%
KNOXVILLE TVA EMPL TN US RT 5,880.00 1.47%02.4000% MAT 12/29/22 FIXEDRATE CD /TN CD
245,000 245,000.00 100.221

12.42 1.85%

1.85% 541.45
12/30/2022 0.58 245,541.45 0.26%

1.47%
WELLS FARGO NATL B NV US RT 4,532.50 1.47%01.8500% MAT 12/30/22 FIXEDRATE CD /NV CD
Total 2022 2,695,000 2.20% 09/23/2022 $59,412.50

2.20%

1.26%1.26%

0.34 $2,695,000.00
$7,394.10
$2,702,394.10
$9,474.12

2.84%
Includes all fixed-rate securities in the selected portfolio. Average yields and durations exclude Structured Product, Pass-Through, Perpetual Preferred, and Foreign securities.Report created on: June 01, 2022 Page 17 of 30 Item #11. Page 20
Meeting Date: 6/28/2022 / Packet Page #: 158
Consolidated report prepared for City of Glendora
Bond holdings - as of May 31, 2022 (continued)Maturing 2023 Effective rating/
Underlying rating
(Mdy/Fitch/S&P) Quantity Coupon
Effective
maturity
Call date/
Call price ($)
Est. annual
income ($)/
Curr. yield (%)
YTM (%)/
YTW (%)
Modified
duration
Market
price ($)
Mkt. value ($)/
Accr. interest ($)
% of
bond
port.

Adjusted
cost basis ($)/
Unreal. g/l ($)
245,000 245,000.00 100.692
2,490.27

2.65%

2.63% 1,695.40
01/11/2023 0.61 246,695.40 0.26%

1.52%
MORGAN STANLEY BK UT US RT 6,492.50 1.52%02.6500% MAT 01/11/23 FIXEDRATE CD /UT CD
245,000 245,000.00 100.641
445.03

2.55%

2.53% 1,570.45
02/06/2023 0.68 246,570.45 0.26%

1.61%
MECHANICS COOPERAT MA US RT 6,247.50 1.61%02.5500% MAT 02/06/23 FIXEDRATE CD /MA CD
245,000 245,000.00 100.673

52.36 2.60%

2.58% 1,648.85
02/28/2023 0.74 246,648.85 0.26%

1.69%
GOLD COAST BANK IL US RT 6,370.00 1.69%02.6000% MAT 02/28/23 FIXEDRATE CD /IL CD
245,000 245,000.00 100.844
1,205.20

2.85%

2.83% 2,067.80
03/29/2023 0.81 247,067.80 0.26%

1.81%
CITIBANK NA SD US RT 02.8500% 6,982.50 1.81%MAT 03/29/23 FIXED RATE CD /SD CD
245,000 245,000.00 100.901
851.46

2.95%

2.92% 2,207.45
04/18/2023 0.87 247,207.45 0.26%

1.91%
GOLDMAN SACHS BANK NY US RT 7,227.50 1.91%02.9500% MAT 04/18/23 FIXEDRATE CD /NY CD
245,000 245,000.00 100.721
203.05

2.75%

2.73% 1,766.45
04/20/2023 0.88 246,766.45 0.26%

1.93%
ANN ARBOR ST BK MI US RT 6,737.50 1.93%02.7500% MAT 04/20/23 FIXEDRATE CD /MI CD
245,000 245,000.00 100.707

73.84 2.75%

2.73% 1,732.15
04/27/2023 0.89 246,732.15 0.26%

1.96%
SPRING BK NY US RT 02.7500% 6,737.50 1.96%MAT 04/27/23 FIXED RATE CD /NY CD
245,000 245,000.00 100.931
604.11

3.00%

2.97% 2,280.95
04/28/2023 0.90 247,280.95 0.26%

1.97%
UNIVERSITY OF IOWA IA US RT 7,350.00 1.97%03.0000% MAT 04/28/23 FIXEDRATE CD /IA CD
245,000 245,000.00 100.896
261.78

3.00%

2.97% 2,195.20
05/18/2023 0.95 247,195.20 0.26%

2.06%
CELTIC BK UT US RT 03.0000% 7,350.00 2.06%MAT 05/18/23 FIXED RATE CD /UT CD
245,000 245,000.00 100.978
124.85

3.10%

3.07% 2,396.10
05/25/2023 0.97 247,396.10 0.26%

2.09%
COMMERCIAL BK TN US RT 7,595.00 2.09%03.1000% MAT 05/25/23 FIXEDRATE CD /TN CD
245,000 245,000.00 101.086

42.96 3.20%

3.17% 2,660.70
06/29/2023 1.06 247,660.70 0.26%

2.18%
PRIME ALLIANCE BK UT US RT 7,840.00 2.18%03.2000% MAT 06/29/23 FIXEDRATE CD /UT CD
245,000 245,000.00 101.220
1,417.64

3.30%

3.26% 2,989.00
09/28/2023 1.29 247,989.00 0.26%

2.36%
NEIGHBORS FED CRED LA US RT 8,085.00 2.36%03.3000% MAT 09/28/23 FIXEDRATE CD /LA CD
245,000 245,000.00 98.916

0.00 1.65%

1.67% -2,655.80
10/31/2023 NA 242,344.20 0.26%
NA
MERRICK BK UT US RT 01.6500% 4,042.50 NAMAT 10/31/23 FIXED RATE CD /UT CD
245,000 245,000.00 98.845

22.82 1.70%

1.72% -2,829.75
11/29/2023 1.47 242,170.25 0.25%

2.49%
BAY ST SVGS BK MA US RT 4,165.00 2.49%01.7000% MAT 11/29/23 FIXEDRATE CD /MA CD
205,000 214,390.07 101.710

20.50 3.65%

3.59% -5,884.57
12/11/2023 1.48 208,505.50 0.22%

2.51%
VYSTAR CREDIT UNIO FL US RT 7,482.50 2.51%03.6500% MAT 12/11/23 LICUSHARE CERTIFICATE /FL CD
Includes all fixed-rate securities in the selected portfolio. Average yields and durations exclude Structured Product, Pass-Through, Perpetual Preferred, and Foreign securities.Report created on: June 01, 2022 Page 18 of 30 Item #11. Page 21
Meeting Date: 6/28/2022 / Packet Page #: 159
Consolidated report prepared for City of Glendora
Bond holdings - as of May 31, 2022 (continued)Maturing 2023 Effective rating/
Underlying rating
(Mdy/Fitch/S&P) Quantity Coupon
Effective
maturity
Call date/
Call price ($)
Est. annual
income ($)/
Curr. yield (%)
YTM (%)/
YTW (%)
Modified
duration
Market
price ($)
Mkt. value ($)/
Accr. interest ($)
% of
bond
port.

Adjusted
cost basis ($)/
Unreal. g/l ($)
2,000,000 2,000,000.00 96.607
1,866.67

0.21%

0.22% -67,860.00
12/21/2023 1.53 1,932,140.00 2.03%

2.45%
4,200.00 2.45%

NR/NR/NR
FFCB BOND 00.210 % DUE 122123 Aaa/AAA/AA+DTD 122120 FC 06212021 Total 2023 5,635,000 1.89% 08/13/2023 $104,905.00

1.88%

2.16%2.16%

1.17 $5,644,390.07
$-54,019.62
$5,590,370.45
$9,682.53

5.88%
Maturing 2024
Effective rating/
Underlying rating
(Mdy/Fitch/S&P) Quantity Coupon
Effective
maturity
Call date/
Call price ($)
Est. annual
income ($)/
Curr. yield (%)
YTM (%)/
YTW (%)
Modified
duration
Market
price ($)
Mkt. value ($)/
Accr. interest ($)
% of
bond
port.

Adjusted
cost basis ($)/
Unreal. g/l ($)
245,000 245,000.00 100.353
2,066.05

2.85%

2.84% 864.85
02/12/2024 1.64 245,864.85 0.26%

2.63%
HOME SAVINGS BANK UT US RT 6,982.50 2.63%02.8500% MAT 02/12/24 FIXEDRATE CD /UT CD
245,000 245,000.00 100.348
306.08

2.85%

2.84% 852.60
02/15/2024 1.67 245,852.60 0.26%

2.64%
BANK OF NEW ENGLAN NH US RT 6,982.50 2.64%02.8500% MAT 02/15/24 FIXEDRATE CD /NH CD
245,000 245,000.00 100.331
210.43

2.85%

2.84% 810.95
02/21/2024 1.68 245,810.95 0.26%

2.65%
FIRST N/B MCGREG TX US RT 6,982.50 2.65%02.8500% MAT 02/21/24 FIXEDRATE CD /TX CD
245,000 245,000.00 98.967
605.45

2.20%

2.22% -2,530.85
04/17/2024 1.82 242,469.15 0.26%

2.77%
BEAL BANK - PLANO TX US RT 5,390.00 2.77%02.2000% MAT 04/17/24 FIXEDRATE CD /TX CD
1,664,000 1,734,650.71 100.217
2,218.67

3.00%

2.99% -67,039.83
05/15/2024 1.88 1,667,610.88 1.76%

2.88%
49,920.00 2.88%

NR/NR/NR
IBM CORP NTS B/E 03.000% A3/WD/A051524 DTD051519 FC111519CALL@MW+15BP 245,000 245,000.00 95.073

0.00 0.30%

0.32% -12,071.15
05/28/2024 1.98 232,928.85 0.25%

2.85%
CONNEXUS CREDIT UN WI US RT 735.00 2.85%00.3000% MAT 05/28/24 CREDITUNION SHARE CERT /WI CD
245,000 245,000.00 95.178

7.05 0.35%

0.37% -11,813.90
05/28/2024 06/28/2022 1.96 233,186.10 0.25%

2.86%2.86%
100.00
WEBBANK UT US RT 00.3500% 857.50MAT 05/28/24 FIXED RATE CD /UT CD
245,000 245,000.00 98.762
1,797.23

2.25%

2.28% -3,033.10
06/28/2024 1.99 241,966.90 0.25%

2.87%
COMMUNITYWIDE FED IN US RT 5,512.50 2.87%02.2500% MAT 06/28/24 FIXEDRATE CD /IN CD
1,122,000 1,152,722.84 99.019
7,598.43

2.30%

2.32% -41,729.66
08/15/2024 07/15/2024 2.12 1,110,993.18 1.17%

2.76%2.76%
100.00
25,806.00

NR/NR/NR
HONEYWELL INTL NTS B/E 02.300% A2/A/A081524 DTD080819CALL@MW+10BP 1,000,000 997,067.75 99.508
6,888.81

2.38%

2.39% -1,987.75
08/15/2024 2.12 995,080.00 1.05%

2.60%
23,750.00 2.60%

NR/NR/NR
US TSY NOTE 02.375 % DUE Aaa/AAA/NR08/15/24 DTD 08/15/14 FC02/15/15 245,000 245,000.00 98.074
1,315.62

2.00%

2.04% -4,718.70
08/22/2024 2.15 240,281.30 0.25%

2.90%
MORGAN STANLEY PRV NY US RT 4,900.00 2.90%02.0000% MAT 08/22/24 FIXEDRATE CD /NY CD
Includes all fixed-rate securities in the selected portfolio. Average yields and durations exclude Structured Product, Pass-Through, Perpetual Preferred, and Foreign securities.Report created on: June 01, 2022 Page 19 of 30 Item #11. Page 22
Meeting Date: 6/28/2022 / Packet Page #: 160
Consolidated report prepared for City of Glendora
Bond holdings - as of May 31, 2022 (continued)Maturing 2024 Effective rating/
Underlying rating
(Mdy/Fitch/S&P) Quantity Coupon
Effective
maturity
Call date/
Call price ($)
Est. annual
income ($)/
Curr. yield (%)
YTM (%)/
YTW (%)
Modified
duration
Market
price ($)
Mkt. value ($)/
Accr. interest ($)
% of
bond
port.

Adjusted
cost basis ($)/
Unreal. g/l ($)
245,000 245,000.00 97.712

0.00 1.85%

1.89% -5,605.60
08/30/2024 2.20 239,394.40 0.25%

2.90%
FIRST NATL BK KS US RT 01.8500% 4,532.50 2.90%MAT 08/30/24 FIXED RATE CD /KS CD
245,000 245,000.00 97.603

0.00 1.80%

1.84% -5,872.65
08/30/2024 2.20 239,127.35 0.25%

2.90%
FIRST ST BK AR US RT 01.8000% 4,410.00 2.90%MAT 08/30/24 FIXED RATE CD /AR CD
2,000,000 1,988,920.00 95.008
2,708.33

0.63%

0.66% -88,760.00
09/13/2024 2.23 1,900,160.00 2.00%

2.90%
12,500.00 2.90%

NR/NR/NR
TOYOTA MOTOR CRDT CORP A1/A+/A+00.625% 091324 DTD091321FC031322 NTS B/E 2,000,000 2,000,000.00 95.559
1,662.22

0.44%

0.46% -88,820.00
09/23/2024 09/23/2022 2.27 1,911,180.00 2.01%

2.43%2.43%
100.00
8,800.00

NR/NR/NR
FFCB BOND 00.440 % DUE 092324 Aaa/AAA/AA+DTD 092321 FC 03232022 248,000 256,567.60 97.960
937.64

2.00%

2.04% -13,626.80
09/23/2024 2.23 242,940.80 0.26%

2.92%
MONEY ONE FED CRED MD US RT 4,960.00 2.92%02.0000% MAT 09/23/24 FIXEDRATE CD /MD CD
219,000 219,000.00 97.118

0.00 1.70%

1.75% -6,311.58
10/31/2024 NA 212,688.42 0.22%
NA
CITIZENS ST BK CLA WI US RT 3,723.00 NA01.7000% MAT 10/31/24 FIXEDRATE CD /WI CD
245,000 245,000.00 97.323
277.89

1.80%

1.85% -6,558.65
11/08/2024 2.36 238,441.35 0.25%

2.94%
RAYMOND JAMES BK N FL US RT 4,410.00 2.94%01.8000% MAT 11/08/24 FIXEDRATE CD /FL CD
245,000 245,000.00 97.609

78.53 1.95%

2.00% -5,857.95
11/25/2024 2.40 239,142.05 0.25%

2.95%
THIRD FED S&L ASSN OH US RT 4,777.50 2.95%01.9500% MAT 11/25/24 FIXEDRATE CD /OH CD
245,000 245,000.00 97.106

23.49 1.75%

1.80% -7,090.30
11/29/2024 2.44 237,909.70 0.25%

2.95%
MCHENRY SVGS BK IL US RT 4,287.50 2.95%01.7500% MAT 11/29/24 FIXEDRATE CD /IL CD
1,386,000 1,414,187.36 97.689
14,485.63

2.15%

2.20% -60,217.82
12/06/2024 11/06/2024 2.40 1,353,969.54 1.43%

3.11%3.11%
100.00
29,799.00

NR/NR/NR
TRUIST BANK NTS B/E 02.150% A2/A+/A120624 DTD120619 FC060620 2,000,000 2,000,000.00 95.629
9,268.89

0.97%

1.01% -87,420.00
12/09/2024 12/09/2022 2.45 1,912,580.00 2.01%

2.78%2.78%
100.00
19,400.00

NR/NR/NR
FEDERAL FARM CREDIT BANK Aaa/AAA/AA+00.970 % DUE 120924 DTD120921 FC 06092022 Total 2024 14,824,000 1.63% 09/01/2024 $239,418.00

1.66%

2.79%2.79%

2.18 $14,948,116.2
$-518,537.89
$14,429,578.37
$52,456.45

15.19%
Maturing 2025
Effective rating/
Underlying rating
(Mdy/Fitch/S&P) Quantity Coupon
Effective
maturity
Call date/
Call price ($)
Est. annual
income ($)/
Curr. yield (%)
YTM (%)/
YTW (%)
Modified
duration
Market
price ($)
Mkt. value ($)/
Accr. interest ($)
% of
bond
port.

Adjusted
cost basis ($)/
Unreal. g/l ($)
1,124,000 1,168,525.35 97.603
9,088.79

2.05%

2.10% -71,467.63
01/09/2025 2.49 1,097,057.72 1.15%

3.01%
23,042.00 3.01%

NR/NR/NR
JOHN DEERE CAPITAL CORP A2/A/A02.050% 010925 DTD010920FC070920 NTS B/E 1,017,000 1,071,322.37 99.904
11,300.00

3.13%

3.13% -55,298.69
01/23/2025 10/23/2024 2.49 1,016,023.68 1.07%

3.16%3.16%
100.00
31,781.25

NR/NR/NR
JPMORGAN CHASE & CO B/E A2/AA-/A03.125% 012325 DTD012315FC072315Includes all fixed-rate securities in the selected portfolio. Average yields and durations exclude Structured Product, Pass-Through, Perpetual Preferred, and Foreign securities.Report created on: June 01, 2022 Page 20 of 30 Item #11. Page 23
Meeting Date: 6/28/2022 / Packet Page #: 161
Consolidated report prepared for City of Glendora
Bond holdings - as of May 31, 2022 (continued)Maturing 2025 Effective rating/
Underlying rating
(Mdy/Fitch/S&P) Quantity Coupon
Effective
maturity
Call date/
Call price ($)
Est. annual
income ($)/
Curr. yield (%)
YTM (%)/
YTW (%)
Modified
duration
Market
price ($)
Mkt. value ($)/
Accr. interest ($)
% of
bond
port.

Adjusted
cost basis ($)/
Unreal. g/l ($)
1,000,000 1,057,542.05 99.759
8,175.00

2.70%

2.71% -59,952.05
02/12/2025 11/12/2024 2.56 997,590.00 1.05%

2.79%2.79%
100.00
27,000.00

NR/NR/NR
MICROSOFT CORP B/E 02.700% Aaa/AAA/AAA021225 DTD021215 FC081215CALL@MW+12.5BP 245,000 245,000.00 96.308

42.96 1.60%

1.66% -9,045.40
02/27/2025 2.68 235,954.60 0.25%

3.00%
BELL ST B&T ND US RT 01.6000% 3,920.00 3.00%MAT 02/27/25 FIXED RATE CD /ND CD
245,000 245,000.00 96.439

44.30 1.65%

1.71% -8,724.45
02/27/2025 2.68 236,275.55 0.25%

3.00%
CITADEL FED CREDIT PA US RT 4,042.50 3.00%01.6500% MAT 02/27/25 CREDITUNION SHARE CERT /PA CD
2,000,000 2,047,451.44 97.655
9,777.78

2.00%

2.05% -94,351.44
03/03/2025 02/03/2025 2.64 1,953,100.00 2.06%

2.89%2.89%
100.00
40,000.00

NR/NR/NR
MASTERCARD INC NTS B/E A1/NR/A+02.000% 030325 DTD120319FC030320 CALL@MW+10BP 245,000 245,291.10 96.815
1,063.23

1.80%

1.86% -8,094.35
03/04/2025 2.65 237,196.75 0.25%

3.01%
BMW BANK NORTH AME UT US RT 4,410.00 3.01%01.8000% MAT 03/04/25 FIXEDRATE CD /UT CD
245,000 245,000.00 94.587

80.55 1.00%

1.06% -13,261.85
03/19/2025 2.75 231,738.15 0.24%

3.02%
SOMERSET TRUST CO PA US RT 2,450.00 3.02%01.0000% MAT 03/19/25 FIXEDRATE CD /PA CD
1,054,000 1,137,701.74 100.804
6,569.93

3.40%

3.37% -75,227.58
03/25/2025 02/25/2025 2.57 1,062,474.16 1.12%

3.09%3.10%
100.00
35,836.00

NR/NR/NR
INTEL CORP NTS B/E 03.400% A1/A+/A+032525 DTD032520CALL@MW+45BP 245,000 245,000.00 97.256
899.45

2.00%

2.06% -6,722.80
03/25/2025 2.70 238,277.20 0.25%

3.02%
SYNCHRONY BANK UT US RT 4,900.00 3.02%02.0000% MAT 03/25/25 FIXEDRATE CD /UT CD
245,000 245,000.00 94.805

29.53 1.10%

1.16% -12,727.75
03/27/2025 2.77 232,272.25 0.24%

3.02%
SAN FRANCISCO FED CA US RT 2,695.00 3.02%01.1000% MAT 03/27/25 LICUSHARE CERTIFICATE /CA CD
245,000 245,000.00 95.238
139.62

1.30%

1.37% -11,666.90
04/15/2025 2.81 233,333.10 0.25%

3.03%
HORIZON BK NE US RT 01.3000% 3,185.00 3.03%MAT 04/15/25 FIXED RATE CD /NE CD
2,000,000 2,078,661.61 97.867
5,750.00

2.25%

2.30% -121,321.61
04/15/2025 03/15/2025 2.75 1,957,340.00 2.06%

3.03%3.03%
100.00
45,000.00

NR/NR/NR
TARGET CORP NTS B/E 02.250% A2/A/A041525 DTD033120 FC101520CALL@MW+30BP 245,000 245,000.00 95.388
407.77

1.35%

1.42% -11,299.40
04/16/2025 2.78 233,700.60 0.25%

3.04%
PACIFIC WSTN BK CA US RT 3,307.50 3.04%01.3500% MAT 04/16/25 FIXEDRATE CD /CA CD
2,000,000 2,000,000.00 93.911
1,577.78

0.71%

0.76% -121,780.00
04/21/2025 2.82 1,878,220.00 1.98%

2.92%
14,200.00 2.92%

NR/NR/NR
FFCB BOND 00.710 % DUE 042125 Aaa/AAA/AA+DTD 042121 FC 10212021 245,000 245,000.00 94.335
208.08

1.00%

1.06% -13,879.25
04/30/2025 2.83 231,120.75 0.24%

3.04%
CENTERSTATE BK NA FL US RT 2,450.00 3.04%01.0000% MAT 04/30/25 FIXEDRATE CD /FL CD
245,000 245,000.00 94.474
218.49

1.05%

1.11% -13,538.70
04/30/2025 2.83 231,461.30 0.24%

3.04%
FLAGSTAR BANK, FSB MI US RT 2,572.50 3.04%01.0500% MAT 04/30/25 FIXEDRATE CD /MI CD
Includes all fixed-rate securities in the selected portfolio. Average yields and durations exclude Structured Product, Pass-Through, Perpetual Preferred, and Foreign securities.Report created on: June 01, 2022 Page 21 of 30 Item #11. Page 24
Meeting Date: 6/28/2022 / Packet Page #: 162
Consolidated report prepared for City of Glendora
Bond holdings - as of May 31, 2022 (continued)Maturing 2025 Effective rating/
Underlying rating
(Mdy/Fitch/S&P) Quantity Coupon
Effective
maturity
Call date/
Call price ($)
Est. annual
income ($)/
Curr. yield (%)
YTM (%)/
YTW (%)
Modified
duration
Market
price ($)
Mkt. value ($)/
Accr. interest ($)
% of
bond
port.

Adjusted
cost basis ($)/
Unreal. g/l ($)
245,000 245,000.00 94.870

8.05 1.20%

1.26% -12,568.50
04/30/2025 2.86 232,431.50 0.24%

3.04%
PACIFIC CREST SVGS WA US RT 2,940.00 3.04%01.2000% MAT 04/30/25 FIXEDRATE CD /WA CD
245,000 245,000.00 93.661

96.66 0.80%

0.85% -15,530.55
05/13/2025 2.91 229,469.45 0.24%

3.05%
SAVOY BK NY US RT 00.8000% 1,960.00 3.05%MAT 05/13/25 FIXED RATE CD /NY CD
2,026,000 2,070,431.45 95.150
1,305.64

1.45%

1.52% -142,692.45
05/15/2025 2.85 1,927,739.00 2.03%

3.18%
29,377.00 3.18%

NR/NR/NR
CATERPILLAR FINL SERVICE A2/A/A01.450% 051525 DTD051520FC111520 CALL@MW+20BP 245,000 245,000.00 93.646

85.92 0.80%

0.85% -15,567.30
05/15/2025 2.91 229,432.70 0.24%

3.05%
ENCORE BANK AR US RT 00.8000% 1,960.00 3.05%MAT 05/15/25 FIXED RATE CD /AR CD
2,000,000 2,000,000.00 93.564
453.33

0.68%

0.73% -128,720.00
05/19/2025 2.90 1,871,280.00 1.97%

2.96%
13,600.00 2.96%

NR/NR/NR
FFCB BOND 00.680 % DUE 051925 Aaa/AAA/AA+DTD 051921 FC 11192021 2,000,000 2,000,000.00 93.570
271.11

0.61%

0.65% -128,600.00
05/23/2025 2.91 1,871,400.00 1.97%

2.88%
12,200.00 2.88%

NR/NR/NR
FFCB BOND 00.610 % DUE 052325 Aaa/AAA/AA+DTD 082321 FC 11232021 2,000,000 2,000,000.00 93.603
121.67

0.73%

0.78% -127,940.00
05/28/2025 08/28/2022 2.92 1,872,060.00 1.97%

2.98%2.98%
100.00
14,600.00

NR/NR/NR
FHLMC MED TERM NTS 00.730 % Aaa/AAA/NRDUE 052825 DTD 052820 FC11282020 1,000,000 1,002,925.55 94.039
3,955.56

0.80%

0.85% -62,535.55
06/03/2025 05/03/2025 2.92 940,390.00 0.99%

2.88%2.88%
100.00
8,000.00

NR/NR/NR
AMAZON COM INC NTS B/E A1/AA-/AA00.800% 060325 DTD060320CALL@MW+10BP 245,000 245,000.00 94.127
692.71

0.60%

0.64% -14,388.85
06/10/2025 2.96 230,611.15 0.24%

2.63%
STOCKMAN BK MT US RT 1,470.00 2.63%00.6000% MAT 06/10/25 FIXEDRATE CD /MT CD
2,000,000 2,000,000.00 93.651
5,500.00

0.60%

0.64% -126,980.00
06/16/2025 06/16/2022 2.97 1,873,020.00 1.97%

2.79%2.79%
100.00
12,000.00

NR/NR/NR
FFCB BOND 00.600 % DUE 061625 Aaa/AAA/AA+DTD 061621 FC 12162021 245,000 245,000.00 93.271

52.36 0.65%

0.70% -16,486.05
06/19/2025 3.01 228,513.95 0.24%

2.96%
ENERBANK UT US RT 00.6500% 1,592.50 2.96%MAT 06/19/25 FIXED RATE CD /UT CD
245,000 245,000.00 93.269

48.33 0.60%

0.64% -16,490.95
06/19/2025 3.02 228,509.05 0.24%

2.91%
MORTON CMNTY BK IL US RT 1,470.00 2.91%00.6000% MAT 06/19/25 FIXEDRATE CD /IL CD
245,000 245,000.00 93.220

20.14 0.60%

0.64% -16,611.00
06/26/2025 3.03 228,389.00 0.24%

2.91%
FIRST CAROLINA BK NC US RT 1,470.00 2.91%00.6000% MAT 06/26/25 FIXEDRATE CD /NC CD
2,000,000 2,000,000.00 93.615
5,208.33

0.63%

0.67% -127,700.00
06/30/2025 06/30/2022 3.01 1,872,300.00 1.97%

2.80%2.80%
100.00
12,500.00

NR/NR/NR
FHLB BOND 00.625 % DUE 063025 Aaa/NR/AA+DTD 063021 FC 12302021 2,141,000 2,190,602.19 95.177
13,749.98

1.70%

1.79% -152,862.62
07/15/2025 06/15/2025 2.98 2,037,739.57 2.14%

3.34%3.34%
100.00
36,397.00

NR/NR/NR
E I DU PONT DE NEMOURS A3/A/A01.700% 071525 DTD051520FC011521 CALL@MW+25BP 1,000,000 998,500.00 93.317
1,777.78

0.50%

0.54% -65,330.00
07/23/2025 3.08 933,170.00 0.98%

2.73%
5,000.00 2.73%

NR/NR/NR
FHLMC MED TERM NTS 00.500 % Aaa/AAA/NRDUE 072325 DTD 072320 FC01232021Includes all fixed-rate securities in the selected portfolio. Average yields and durations exclude Structured Product, Pass-Through, Perpetual Preferred, and Foreign securities.Report created on: June 01, 2022 Page 22 of 30 Item #11. Page 25
Meeting Date: 6/28/2022 / Packet Page #: 163
Consolidated report prepared for City of Glendora
Bond holdings - as of May 31, 2022 (continued)Maturing 2025 Effective rating/
Underlying rating
(Mdy/Fitch/S&P) Quantity Coupon
Effective
maturity
Call date/
Call price ($)
Est. annual
income ($)/
Curr. yield (%)
YTM (%)/
YTW (%)
Modified
duration
Market
price ($)
Mkt. value ($)/
Accr. interest ($)
% of
bond
port.

Adjusted
cost basis ($)/
Unreal. g/l ($)
245,000 245,000.00 92.396

3.69 0.55%

0.60% -18,629.80
07/30/2025 3.13 226,370.20 0.24%

3.07%
MEDALLION BK UT US RT 1,347.50 3.07%00.5500% MAT 07/30/25 FIXEDRATE CD /UT CD
1,000,000 999,950.00 93.111
1,486.11

0.50%

0.54% -68,840.00
08/14/2025 08/14/2023 3.13 931,110.00 0.98%

2.76%2.76%
100.00
5,000.00

NR/NR/NR
FNMA NTS 00.500 % DUE 081425 Aaa/AAA/AA+DTD 081420 FC 02142021 1,000,000 1,082,545.77 100.437
9,937.50

3.38%

3.36% -78,175.77
08/15/2025 05/15/2025 2.79 1,004,370.00 1.06%

3.22%3.23%
100.00
33,750.00

NR/NR/NR
COMCAST CORP NEW B/E A3/A-/A03.375% 081525 DTD052715FC081515 CALL@MW+20BP 245,000 245,000.00 91.749

13.42 0.40%

0.44% -20,214.95
08/26/2025 3.21 224,785.05 0.24%

3.08%
COMMUNITY BK TN US RT 980.00 3.08%00.4000% MAT 08/26/25 FIXEDRATE CD /TN CD
245,000 245,000.00 91.734

8.05 0.40%

0.44% -20,251.70
08/28/2025 3.21 224,748.30 0.24%

3.08%
BANK3 TENNESSEE TN US RT 980.00 3.08%00.4000% MAT 08/28/25 FIXEDRATE CD /TN CD
245,000 245,000.00 91.727

80.55 0.40%

0.44% -20,268.85
08/29/2025 3.22 224,731.15 0.24%

3.08%
HOME LN INVT BK RI US RT 980.00 3.08%00.4000% MAT 08/29/25 FIXEDRATE CD /RI CD
2,000,000 2,000,000.00 93.129
2,786.67

0.66%

0.71% -137,420.00
09/15/2025 09/15/2022 3.21 1,862,580.00 1.96%

2.86%2.86%
100.00
13,200.00

NR/NR/NR
FFCB BOND 00.660 % DUE 091525 Aaa/AAA/AA+DTD 091521 FC 03152022 245,000 245,000.00 91.554

24.16 0.40%

0.44% -20,692.70
09/22/2025 06/22/2022 3.28 224,307.30 0.24%

3.09%3.09%
100.00
AMERICAN COMM BK GA US RT 980.0000.4000% MAT 09/22/25 FIXEDRATE CD /GA CD
108,000 108,000.00 91.591

72.49 0.35%

0.38% -9,081.72
09/22/2025 3.25 98,918.28 0.10%

3.04%
CHAMBERS BANK AK US RT 378.00 3.04%00.3500% MAT 09/22/25 FIXEDRATE CD /AK CD
245,000 245,000.00 91.839
211.44

0.50%

0.54% -19,994.45
09/29/2025 06/29/2022 3.28 225,005.55 0.24%

3.09%3.09%
100.00
USALLIANCE FED CRE NY US RT 1,225.0000.5000% MAT 09/29/25 FIXEDRATE CD /NY CD
245,000 245,000.00 92.478
286.62

0.70%

0.76% -18,428.90
09/30/2025 09/30/2022 3.25 226,571.10 0.24%

3.09%3.09%
100.00
JPMORGAN CHASE BK OH US RT 1,715.0000.7000% MAT 09/30/25 FIXEDRATE CD /OH CD
245,000 245,000.00 91.412

32.22 0.60%

0.66% -21,040.60
10/23/2025 06/23/2022 3.35 223,959.40 0.24%

3.27%3.27%
100.00
TEXAS EXCHANGE BK TX US RT 1,470.0000.6000% MAT 10/23/25 FIXEDRATE CD /TX CD
2,000,000 2,000,000.00 92.746
1,020.00

0.54%

0.58% -145,080.00
10/27/2025 10/27/2022 3.33 1,854,920.00 1.95%

2.79%2.79%
100.00
10,800.00

NR/NR/NR
FNMA NTS 00.540 % DUE 102725 Aaa/AAA/AA+DTD 102720 FC 04272021 2,000,000 2,000,000.00 92.691
435.56

0.56%

0.60% -146,180.00
11/17/2025 11/17/2022 3.38 1,853,820.00 1.95%

2.79%2.79%
100.00
11,200.00

NR/NR/NR
FNMA NTS 00.560 % DUE 111725 Aaa/AAA/AA+DTD 111720 FC 05172021 2,000,000 2,000,000.00 92.602
233.33

0.60%

0.65% -147,960.00
11/24/2025 3.40 1,852,040.00 1.95%

2.85%
12,000.00 2.85%

NR/NR/NR
FFCB BOND 00.600 % DUE 112425 Aaa/AAA/AA+DTD 112420 FC 05242021 245,000 245,000.00 91.317
563.84

0.50%

0.55% -21,273.35
12/15/2025 3.45 223,726.65 0.24%

3.11%
BK HAPOALIM BM NY US RT 1,225.00 3.11%00.5000% MAT 12/15/25 FIXEDRATE CD /NY CD
Total 2025 42,840,000 1.20% 06/18/2025 $504,558.75

1.24%

2.96%2.96%

2.95 $43,384,450.6
$-2,792,896.46
$40,591,554.16
$105,916.48

42.72%
Includes all fixed-rate securities in the selected portfolio. Average yields and durations exclude Structured Product, Pass-Through, Perpetual Preferred, and Foreign securities.Report created on: June 01, 2022 Page 23 of 30 Item #11. Page 26
Meeting Date: 6/28/2022 / Packet Page #: 164
Consolidated report prepared for City of Glendora
Bond holdings - as of May 31, 2022 (continued)Maturing 2026 Effective rating/
Underlying rating
(Mdy/Fitch/S&P) Quantity Coupon
Effective
maturity
Call date/
Call price ($)
Est. annual
income ($)/
Curr. yield (%)
YTM (%)/
YTW (%)
Modified
duration
Market
price ($)
Mkt. value ($)/
Accr. interest ($)
% of
bond
port.

Adjusted
cost basis ($)/
Unreal. g/l ($)
2,000,000 2,002,860.06 91.388
5,288.89

0.70%

0.77% -175,100.06
01/15/2026 3.51 1,827,760.00 1.92%

3.24%
14,000.00 3.24%

NR/NR/NR
JOHN DEERE CPTL CORP 00.700% A2/A/A011526 DTD010721 FC071521MED TERM NTS 1,200,000 1,200,000.00 89.228
2,533.33

0.80%

0.90% -129,264.00
02/26/2026 02/26/2024 3.61 1,070,736.00 1.13%

3.93%3.93%
100.00
9,600.00

NR/NR/NR
JPMORGAN CHASE & CO 00.800% A2/AA-/A022626 DTD022621 FC082621MED TERM NTS 2,000,000 1,989,860.00 91.031
4,000.00

0.90%

0.99% -169,240.00
03/11/2026 02/11/2026 3.65 1,820,620.00 1.92%

3.45%3.45%
100.00
18,000.00

NR/NR/NR
CHARLES SCHWAB CORP NTS A2/A/A00.900% 031126 DTD121120FC031121 CALL@MW+10BP 245,000 245,000.00 91.681
397.37

0.80%

0.87% -20,381.55
03/18/2026 06/18/2022 3.71 224,618.45 0.24%

3.13%3.13%
100.00
BMO HARRIS BK NA IL US RT 1,960.0000.8000% MAT 03/18/26 FIXEDRATE CD /IL CD
245,000 245,000.00 92.008
404.75

0.90%

0.98% -19,580.40
03/25/2026 3.69 225,419.60 0.24%

3.14%
STATE BANK OF INDI NY US RT 2,205.00 3.14%00.9000% MAT 03/25/26 FIXEDRATE CD /NY CD
2,000,000 2,000,000.00 94.256
3,500.00

1.05%

1.11% -114,880.00
03/30/2026 NA 1,885,120.00 1.98%
NA
21,000.00 NA

NR/NR/NR
FHLB NTS 1.0500% DUE 033026 Aaa/NR/AA+DTD 033021 FC 09302021 245,000 245,000.00 92.122

0.00 0.95%

1.03% -19,301.10
03/31/2026 05/31/2022 NA 225,698.90 0.24%
NANA
100.00
BANKUNITED NA FLOR FL US RT 2,327.5000.9500% MAT 03/31/26 FIXEDRATE CD /FL CD
245,000 245,000.00 92.019
191.30

0.95%

1.03% -19,553.45
04/16/2026 3.79 225,446.55 0.24%

3.14%
GREENSTATE CREDIT IA US RT 2,327.50 3.14%00.9500% MAT 04/16/26 FIXEDRATE CD /IA CD
245,000 245,000.00 91.837
235.60

0.90%

0.98% -19,999.35
04/22/2026 3.77 225,000.65 0.24%

3.14%
TOYOTA FINL SVG BK NV US RT 2,205.00 3.14%00.9000% MAT 04/22/26 FIXEDRATE CD /NV CD
2,000,000 2,000,000.00 94.385
444.44

0.50%

0.53% -112,300.00
05/15/2026 05/15/2023 NA 1,887,700.00 1.99%
NANA
100.00
10,000.00

NR/NR/NR
INTL FIN CORP NTS 00.500 % DUE Aaa/NR/AAA051526 DTD 052821 FC 11152021 2,000,000 2,003,803.08 92.127
1,022.22

1.15%

1.25% -161,263.08
05/15/2026 04/15/2026 3.81 1,842,540.00 1.94%

3.29%3.29%
100.00
23,000.00

NR/NR/NR
UNITED HEALTH GROUP INC A3/A/A+01.150% 051526 DTD051921FC111521 CALL@MW+07.50BP 245,000 245,000.00 91.261

85.58 0.85%

0.93% -21,410.55
06/16/2026 06/16/2022 3.96 223,589.45 0.24%

3.15%3.15%
100.00
UBS BANK UT US RT 00.8500% 2,082.50MAT 06/16/26 FIXED RATE CD /UT CD
2,000,000 2,000,000.00 93.927
6,250.00

0.75%

0.80% -121,460.00
06/30/2026 06/30/2022 NA 1,878,540.00 1.98%
NANA
100.00
15,000.00

NR/NR/NR
FHLB BOND STEP-UP 00.750 % DUE Aaa/NR/AA+063026 DTD 063021 FC 12302021 2,000,000 2,000,000.00 94.667
4,166.67

0.50%

0.53% -106,660.00
06/30/2026 06/30/2022 NA 1,893,340.00 1.99%
NANA
100.00
10,000.00

NR/NR/NR
FHLB NTS 00.500 % DUE 063026 Aaa/NR/AA+DTD 063021 FC 12302021 245,000 245,000.00 90.644
714.19

0.70%

0.77% -22,922.20
07/01/2026 3.96 222,077.80 0.23%

3.16%
NEW YORK CMNTY BK NY US RT 1,715.00 3.16%00.7000% MAT 07/01/26 FIXEDRATE CD /NY CD
1,000,000 968,385.25 92.336
3,150.00

1.05%

1.14% -45,025.25
08/13/2026 06/13/2022 4.04 923,360.00 0.97%

3.01%3.01%
100.00
10,500.00

NR/NR/NR
FHLB BOND 01.050 % DUE 081326 Aaa/NR/AA+DTD 081321 FC 02132022Includes all fixed-rate securities in the selected portfolio. Average yields and durations exclude Structured Product, Pass-Through, Perpetual Preferred, and Foreign securities.Report created on: June 01, 2022 Page 24 of 30 Item #11. Page 27
Meeting Date: 6/28/2022 / Packet Page #: 165
Consolidated report prepared for City of Glendora
Bond holdings - as of May 31, 2022 (continued)Maturing 2026 Effective rating/
Underlying rating
(Mdy/Fitch/S&P) Quantity Coupon
Effective
maturity
Call date/
Call price ($)
Est. annual
income ($)/
Curr. yield (%)
YTM (%)/
YTW (%)
Modified
duration
Market
price ($)
Mkt. value ($)/
Accr. interest ($)
% of
bond
port.

Adjusted
cost basis ($)/
Unreal. g/l ($)
245,000 245,000.00 90.685
161.10

0.80%

0.88% -22,821.75
08/13/2026 4.12 222,178.25 0.23%

3.17%
LIVE OAK BKG CO NC US RT 1,960.00 3.17%00.8000% MAT 08/13/26 FIXEDRATE CD /NC CD
2,000,000 2,000,000.00 91.951
2,638.89

0.50%

0.54% -160,980.00
08/26/2026 08/26/2022 NA 1,839,020.00 1.94%
NANA
100.00
10,000.00

NR/NR/NR
FHLB NTS 00.500 % DUE 082626 Aaa/NR/AA+DTD 082621 FC 02262022 2,000,000 2,000,000.00 87.312
5,483.33

1.05%

1.20% -253,760.00
08/27/2026 08/27/2023 4.05 1,746,240.00 1.84%

4.36%4.36%
100.00
21,000.00

NR/NR/NR
MORGAN STANLEY FIN LLC A1/A/A01.050% 082726 DTD082721FC022722 MED TERM NTS 2,000,000 2,000,000.00 91.449
3,290.00

0.94%

1.03% -171,020.00
09/28/2026 09/28/2022 4.17 1,828,980.00 1.93%

3.07%3.07%
100.00
18,800.00

NR/NR/NR
FFCB NTS 00.940 % DUE 092826 Aaa/AAA/AA+DTD 092821 FC 03282022 1,000,000 982,052.13 92.969
947.69

1.13%

1.21% -52,362.13
10/31/2026 4.25 929,690.00 0.98%

2.83%
11,250.00 2.83%

NR/NR/NR
US TSY NOTE 01.125 % DUE NR/AAA/NR10/31/26 DTD 10/31/21 FC04/30/22 245,000 245,000.00 91.492

54.03 1.15%

1.26% -20,844.60
11/24/2026 4.31 224,155.40 0.24%

3.20%
CAPITAL ONE BK USA VA US RT 2,817.50 3.20%01.1500% MAT 11/24/26 FIXEDRATE CD /VA CD
245,000 245,000.00 91.492

54.03 1.15%

1.26% -20,844.60
11/24/2026 4.31 224,155.40 0.24%

3.20%
CAPITAL ONE NA VA US RT 2,817.50 3.20%01.1500% MAT 11/24/26 FIXEDRATE CD /VA CD
Total 2026 25,650,000 0.83% 06/10/2026 $214,567.50

0.91%

3.39%3.39%

3.88 $25,596,960.5
$-1,980,974.07
$23,615,986.45
$45,013.43

24.86%
Maturing 2027
Effective rating/
Underlying rating
(Mdy/Fitch/S&P) Quantity Coupon
Effective
maturity
Call date/
Call price ($)
Est. annual
income ($)/
Curr. yield (%)
YTM (%)/
YTW (%)
Modified
duration
Market
price ($)
Mkt. value ($)/
Accr. interest ($)
% of
bond
port.

Adjusted
cost basis ($)/
Unreal. g/l ($)
2,000,000 2,000,000.00 95.413
12,777.78

1.84%

1.93% -91,740.00
01/26/2027 4.38 1,908,260.00 2.01%

2.90%
36,800.00 2.90%

NR/NR/NR
FFCB BOND 01.840 % DUE 012627 Aaa/AAA/AA+DTD 012622 FC 07262022 2,000,000 2,000,000.00 95.578
10,976.67

1.78%

1.86% -88,440.00
02/10/2027 02/10/2023 4.43 1,911,560.00 2.01%

2.79%2.79%
100.00
35,600.00

NR/NR/NR
FHLB BOND 01.780 % DUE 021027 Aaa/NR/AA+DTD 021022 FC 08102022 245,000 245,000.00 93.348
342.33

1.70%

1.82% -16,297.40
02/18/2027 4.52 228,702.60 0.24%

3.22%
METRO CREDIT UNION MA US RT 4,165.00 3.22%01.7000% MAT 02/18/27 LICUSHARE CERTIFICATE /MA CD
245,000 245,000.00 93.348
148.34

1.70%

1.82% -16,297.40
02/18/2027 4.52 228,702.60 0.24%

3.22%
PENTAGON FED CREDI VA US RT 4,165.00 3.22%01.7000% MAT 02/18/27 CREDITUNION SHARE CERT /VA CD
3,215,000 3,075,098.40 95.818
17,232.40

2.01%

2.10% 5,450.30
02/25/2027 08/25/2022 4.44 3,080,548.70 3.24%

2.96%2.96%
100.00
64,621.50

NR/NR/NR
FHLB BOND 02.010 % DUE 022527 Aaa/NR/AA+DTD 022522 FC 08252022 245,000 246,052.73 94.630
1,208.22

2.00%

2.11% -14,209.23
03/02/2027 4.46 231,843.50 0.24%

3.23%
EAGLEMARK SVGS BK NV US RT 4,900.00 3.23%02.0000% MAT 03/02/27 FIXEDRATE CD /NV CD
Includes all fixed-rate securities in the selected portfolio. Average yields and durations exclude Structured Product, Pass-Through, Perpetual Preferred, and Foreign securities.Report created on: June 01, 2022 Page 25 of 30 Item #11. Page 28
Meeting Date: 6/28/2022 / Packet Page #: 166
Consolidated report prepared for City of Glendora
Bond holdings - as of May 31, 2022 (continued)Maturing 2027 Effective rating/
Underlying rating
(Mdy/Fitch/S&P) Quantity Coupon
Effective
maturity
Call date/
Call price ($)
Est. annual
income ($)/
Curr. yield (%)
YTM (%)/
YTW (%)
Modified
duration
Market
price ($)
Mkt. value ($)/
Accr. interest ($)
% of
bond
port.

Adjusted
cost basis ($)/
Unreal. g/l ($)
245,000 0.00 99.779
150.36

3.20%

3.21% 244,458.55
05/24/2027 4.57 244,458.55 0.26%

3.25%
DISCOVER BANK DE US RT 7,840.00 3.25%03.2000% MAT 05/24/27 FIXEDRATE CD /DE CD
245,000 245,000.00 99.810

0.00 3.25%

3.26% -465.50
06/15/2027 NA 244,534.50 0.26%
NA
LAFAYETTE FED CRED MD US RT 7,962.50 NA03.2500% MAT 06/15/27 LICUSHARE CERTIFICATE /MD CD
Total 2027 8,440,000 1.97% 02/20/2027 $166,054.00

2.06%

2.94%2.94%

4.43 $8,056,151.13
$22,459.32
$8,078,610.45
$42,836.09

8.50%
Effective rating/
Underlying rating
(Mdy/Fitch/S&P)
Mkt. value ($)/
Accr. interest ($)
Adjusted
cost basis ($)/
Unreal. g/l ($)
Call date/
Coupon Call price ($)
Modified
duration
YTM (%)/
YTW (%)
Est. annual
income ($)/
Quantity Curr. yield (%)
Effective
maturity
% of
bond
port.

Market
price ($)

2.90%2.90%
07/17/2025 NA 2.92 $100,325,068. NA $95,008,493.98
$-5,316,574.62
100,084,00

1.36% $265,379.10

1.31% $1,288,915.75 100%
Total Bond Portfolio
$95,273,873.08
Includes all fixed-rate securities in the selected portfolio. Average yields and durations exclude Structured Product, Pass-Through, Perpetual Preferred, and Foreign securities.Report created on: June 01, 2022 Page 26 of 30 Item #11. Page 29
Meeting Date: 6/28/2022 / Packet Page #: 167
Important information about this report
Disclosures applicable to accounts at UBS Financial Services Inc.This section contains important disclosures regarding theinformation and valuations presented here. Allinformation presented is subject to change at any timeand is provided only as of the date indicated. Theinformation in this report is for informational purposesonly and should not be relied upon as the basis of aninvestment or liquidation decision. UBS FS accountstatements and official tax documents are the onlyofficial record of your accounts and are not replaced,amended or superseded by any of the informationpresented in these reports. You should not rely on thisinformation in making purchase or sell decisions, for taxpurposes or otherwise.UBS FS offers a number of investment advisory programsto clients, acting in our capacity as an investmentadviser, including fee-based financial planning,discretionary account management, non-discretionaryinvestment advisory programs, and advice on theselection of investment managers and mutual fundsoffered through our investment advisory programs.When we act as your investment adviser, we will have awritten agreement with you expressly acknowledgingour investment advisory relationship with you anddescribing our obligations to you. At the beginning ofour advisory relationship, we will give you our Form ADVbrochure(s) for the program(s) you selected that providesdetailed information about, among other things, theadvisory services we provide, our fees, our personnel,our other business activities and financial industryaffiliations and conflicts between our interests and yourinterests.In our attempt to provide you with the highest qualityinformation available, we have compiled this reportusing data obtained from recognized statistical sourcesand authorities in the financial industry. While webelieve this information to be reliable, we cannot makeany representations regarding its accuracy orcompleteness. Please keep this guide as your AdvisoryReview.Please keep in mind that most investment objectives arelong term. Although it is important to evaluate yourportfolio's performance over multiple time periods, webelieve the greatest emphasis should be placed on thelonger period returns.Please review the report content carefully and contactyour Financial Advisor with any questions.Client Accounts: This report may include all assets inthe accounts listed and may include eligible andineligible assets in a fee-based program. Since ineligibleassets are not considered fee-based program assets, theinclusion of such securities will distort the actualperformance of your accounts and does not reflect theperformance of your accounts in the fee-based program.As a result, the performance reflected in this report can vary substantially from the individual accountperformance reflected in the performance reportsprovided to you as part of those programs. For feebased programs, fees are charged on the market valueof eligible assets in the accounts and assessed quarterlyin advance, prorated according to the number ofcalendar days in the billing period. When shown on areport, the risk profile and return objectives describeyour overall goals for these accounts. For each accountyou maintain, you choose one return objective and aprimary risk profile. If you have questions regardingthese objectives or wish to change them, please contactyour Financial Advisor to update your account records.Performance: This report presents account activity andperformance depending on which inception type you'vechosen. The two options are: (1) All Assets (SincePerformance Start): This presents performance for allassets since the earliest possible date; (2) Advisory Assets(Advisory Strategy Start) for individual advisory accounts:This presents Advisory level performance since the LatestStrategy Start date; If an account that has never beenmanaged is included in the consolidated report, the totalperformance of that unmanaged account will beincluded since inception.Time-weighted Returns for accounts / SWP/AAPsleeves (Monthly periods): The report displays a timeweighted rate of return (TWR) that is calculated usingthe Modified Dietz Method. This calculation uses thebeginning and ending portfolio values for the monthand weighs each contribution/withdrawal based uponthe day the cash flow occurred. Periods greater than onemonth are calculated by linking the monthly returns. TheTWR gives equal weighting to every return regardless ofamount of money invested, so it is an effective measurefor returns on a fee based account. All periods shownwhich are greater than 12 months are annualized. Thisapplies to all performance for all assets before09/30/2010, Advisory assets before 12/31/2010 andSWP sleeves before 04/30/2018.Time-weighted Returns for accounts / SWP/AAPsleeves (Daily periods): The report displays a timeweighted rate of return (TWR) that is calculated bydividing the portfolio's daily gain/loss by the previousday's closing market value plus the net value of cashflows that occurred during the day, if it was positive. TheTWR gives equal weighting to every return regardless ofamount of money invested, so it is an effective measurefor returns on a fee based account. Periods greater thanone day are calculated by linking the daily returns. Allperiods shown which are greater than 12 months areannualized. For reports generated prior to 01/26/2018,the performance calculations used the account's end ofday value on the performance inception (listed in thereport under the column "ITD") and all cash flows wereposted at end of day. As a result of the change, theoverall rate of return (TWR) and beginning market valuedisplayed can vary from prior generated reports. This applies to all performance for all assets on or after09/30/2010, Advisory assets on or after 12/31/2010,SWP/AAP sleeves on or after 04/30/2018 as well as allAsset Class and Security level returns.Money-weighted returns: Money-weighted return(MWR) is a measure of the rate of return for an asset orportfolio of assets. It is calculated by finding the dailyInternal Rate of Return (IRR) for the period and thencompounding this return by the number of days in theperiod being measured. The MWR incorporates the sizeand timing of cash flows, so it is an effective measure ofreturns on a portfolio.Annualized Performance: All performance periodsgreater than one year are calculated (unless otherwisestated) on an annualized basis, which represents thereturn on an investment multiplied or divided to give acomparable one year return.Cumulative Performance: A cumulative return is theaggregate amount that an investment has gained or lostover time, independent of the period of time involved.Net of Fees and Gross of Fees Performance:Performance is presented on a "net of fees" and "grossof fees" basis, where indicated. Net returns do notreflect Program and wrap fees prior to 10/31/10 foraccounts that are billed separately via invoice through aseparate account billing arrangement. Gross returns donot reflect the deduction of fees, commissions or othercharges. The payment of actual fees and expenses willreduce a client's return. The compound effect of suchfees and expenses should be considered when reviewingreturns. For example, the net effect of the deduction offees on annualized performance, including thecompounded effect over time, is determined by therelative size of the fee and the account's investmentperformance. It should also be noted that where grossreturns are compared to an index, the indexperformance also does not reflect any transaction costs,which would lower the performance results. Marketindex data maybe subject to review and revision.Benchmark/Major Indices: The past performance of anindex is not a guarantee of future results. Anybenchmark is shown for informational purposes onlyand relates to historical performance of market indicesand not the performance of actual investments.Although most portfolios use indices as benchmarks,portfolios are actively managed and generally are notrestricted to investing only in securities in the index. As aresult, your portfolio holdings and performance may varysubstantially from the index. Each index reflects anunmanaged universe of securities without any deductionfor advisory fees or other expenses that would reduceactual returns, as well as the reinvestment of all incomeand dividends. An actual investment in the securitiesincluded in the index would require an investor to incurtransaction costs, which would lower the performance results. Indices are not actively managed and investorscannot invest directly in the indices. Market index datamaybe subject to review and revision. Further, there isno guarantee that an investor's account will meet orexceed the stated benchmark. Index performanceinformation has been obtained from third partiesdeemed to be reliable. We have not independentlyverified this information, nor do we make anyrepresentations or warranties to the accuracy orcompleteness of this information.Blended Index - For Advisory accounts, Blended Index isdesigned to reflect the asset categories in which youraccount is invested. For Brokerage accounts, you havethe option to select any benchmark from the list.For certain products, the blended index represents theinvestment style corresponding to your client targetallocation. If you change your client target allocation,your blended index will change in step with your changeto your client target allocation.Blended Index 2 - 8 - are optional indices selected by youwhich may consist of a blend of indexes. For advisoryaccounts, these indices are for informational purposesonly. Depending on the selection, the benchmarkselected may not be an appropriate basis for comparisonof your portfolio based on it's holdings.For strategies that are highly customized, such asConcentrated Equity Solutions (CES), benchmarks arebroad market indices included for general reference andare not intended to show comparative marketperformance or potential portfolios with risk or returnprofiles similar to your account. Benchmark indices areshown for illustrative purposes only.Custom Time Periods: If represented on this report, theperformance start date and the performance end datehave been selected by your Financial Advisor in order toprovide performance and account activity informationfor your account for the specified period of time only. Asa result, only a portion of your account's activity andperformance information is presented in theperformance report, and, therefore, presents a distortedrepresentation of your account's activity andperformance.Net Deposits/Withdrawals: When shown on a report,this information represents the net value of all cash andsecurities contributions and withdrawals, program fees(including wrap fees) and other fees added to orsubtracted from your accounts from the first day to thelast day of the period. When fees are shown separately,net deposits / withdrawals does not include programfees (including wrap fees). When investment return isdisplayed net deposits / withdrawals does not includeprogram fees (including wrap fees). For securitycontributions and withdrawals, securities are calculatedusing the end of day UBS FS price on the day securities Report created on: June 01, 2022 Page 27 of 30
Item #11. Page 30
Meeting Date: 6/28/2022 / Packet Page #: 168
Disclosures applicable to accounts at UBS Financial Services Inc. (continued) are delivered in or out of the accounts. Wrap fees will beincluded in this calculation except when paid via aninvoice or through a separate accounts billingarrangement. When shown on Client summary and/orPortfolio review report, program fees (including wrapfees) may not be included in net deposits/withdrawals.PACE Program fees paid from sources other than yourPACE account are treated as a contribution. A PACEProgram Fee rebate that is not reinvested is treated as awithdrawal.Deposits: When shown on a report, this informationrepresents the net value of all cash and securitiescontributions added to your accounts from the first dayto the last day of the period. On Client Summary Reportand/or Portfolio Review Report, this may exclude theOpening balance. For security contributions, securitiesare calculated using the end of day UBS FS price on theday securities are delivered in or out of the accounts.Withdrawals: When shown on a report, thisinformation represents the net value of all cash andsecurities withdrawals subtracted from your accountsfrom the first day to the last day of the period. On Clientsummary and/or portfolio review report Withdrawalsmay not include program fees (including wrap fees). Forsecurity withdrawals, securities are calculated using theend of day UBS FS price on the day securities aredelivered in or out of the accounts.Dividends/Interest: Dividend and interest earned,when shown on a report, does not reflect your account'stax status or reporting requirements. Use only official taxreporting documents (i.e. 1099) for tax reportingpurposes. The classification of private investmentdistributions can only be determined by referring to theofficial year-end tax-reporting document provided by theissuer.Change in Accrued Interest: When shown on a report,this information represents the difference between theaccrued interest at the beginning of the period from theaccrued interest at the end of the period.Change in Value: Represents the change in value of theportfolio during the reporting period, excludingadditions/withdrawals, dividend and interest incomeearned and accrued interest. Change in Value mayinclude programs fees (including wrap fees) and otherfees.Fees: Fees represented in this report include programand wrap fees. Program and wrap fees prior to October1, 2010 for accounts that are billed separately via invoicethrough a separate account billing arrangement are notincluded in this report.Performance Start Date Changes: The PerformanceStart Date for accounts marked with a '^' have changed.Performance figures of an account with a changed Performance Start Date may not include the entirehistory of the account. The new Performance Start Datewill generate performance returns and activityinformation for a shorter period than is available at UBSFS. As a result, the overall performance of theseaccounts may generate better performance than theperiod of time that would be included if the report usedthe inception date of the account. UBS FS recommendsreviewing performance reports that use the inceptiondate of the account because reports with longer timeframes are usually more helpful when evaluatinginvestment programs and strategies. Performancereports may include accounts with inception dates thatprecede the new Performance Start Date and will showperformance and activity information from the earliestavailable inception date.The change in Performance Start Date may be the resultof a performance gap due to a zero-balance thatprevents the calculation of continuous returns from theinception of the account. The Performance Start Datemay also change if an account has failed one of ourperformance data integrity tests. In such instances, theaccount will be labeled as 'Review Required' andperformance prior to that failure will be restricted.Finally, the Performance Start Date will change if youhave explicitly requested a performance restart. Pleasecontact your Financial Advisor for additional detailsregarding your new Performance Start Date.Closed Account Performance: Accounts that havebeen closed may be included in the consolidatedperformance report. When closed accounts are includedin the consolidated report, the performance report willonly include information for the time period the accountwas active during the consolidated performancereporting time period.Important information on options-based strategies:Options involve risk and are not suitable for everyone.Prior to buying or selling an option investors must read acopy of the Characteristics & Risks of StandardizedOptions, also known as the options disclosure document(ODD). It explains the characteristics and risks ofexchange traded options. The options risk disclosuredocument can be accessed at the following webaddress: www.optionsclearing.com/about/publications/character-risks.Concentrated Equity Solutions (CES) managers are notinvolved in the selection of the underlying stockpositions. The Manager will advise only on the optionsselection in order to pursue the strategy in connectionwith the underlying stock position(s) deposited in theaccount. It is important to keep this in mind whenevaluating the manager's performance since theaccount's performance will include the performance ofthe underlying equity position that is not beingmanaged. CES use options to seek to achieve yourinvestment objectives regarding your concentrationstock position. Options strategies change the potential return profile of your stock. In certain scenarios, such ascall writing, the call position will limit your ability toparticipate in any potential increase in the underlyingequity position upon which the call was written.Therefore, in some market conditions, particularly duringperiods of significant appreciation of the underlyingequity position(s), the CES account will decrease theperformance that would have been achieved had thestock been held long without implementing the CESstrategy.Portfolio: For purposes of this report "portfolio" isdefined as all of the accounts presented on the coverpage or the header of this report and does notnecessarily include all of the client's accounts held atUBS FS or elsewhere.Percentage: Portfolio (in the "% Portfolio / Total"column) includes all holdings held in the account(s)selected when this report was generated. Broad assetclass (in the "% broad asset class" column) includes allholdings held in that broad asset class in the account(s)selected when this report was generated.Tax lots: This report displays security tax lots as eitherone line item (i.e., lumped tax lots) or as separate tax lotlevel information. If you choose to display security taxlots as one line item, the total cost equals the total valueof all tax lots. The unit cost is an average of the totalcost divided by the total number of shares. If the shareswere purchased in different lots, the unit price listeddoes not represent the actual cost paid for each lot. Theunrealized gain/loss value is calculated by combining thetotal value of all tax lots plus or minus the total marketvalue of the security.If you choose to display tax lot level information asseparate line items on the Portfolio Holdings report, thetax lot information may include information fromsources other than UBS FS. The Firm does notindependently verify or guarantee the accuracy orvalidity of any information provided by sources otherthan UBS FS. As a result this information may not beaccurate and is provided for informational purposesonly. Clients should not rely on this information inmaking purchase or sell decisions, for tax purposes orotherwise. See your monthly statement for additionalinformation.Pricing: All securities are priced using the closing pricereported on the last business day preceding the date ofthis report. Every reasonable attempt has been made toaccurately price securities; however, we make nowarranty with respect to any security's price. Please referto the back of the first page of your UBS FS accountstatement for important information regarding thepricing used for certain types of securities, the sources ofpricing data and other qualifications concerning thepricing of securities. To determine the value of securitiesin your account, we generally rely on third party quotation services. If a price is unavailable or believed tobe unreliable, we may determine the price in good faithand may use other sources such as the last recordedtransaction. When securities are held at anothercustodian or if you hold illiquid or restricted securities forwhich there is no published price, we will generally relyon the value provided by the custodian or issuer of thatsecurity.Cash: Cash on deposit at UBS Bank USA is protected bythe Federal Deposit Insurance Corporation (FDIC) up to$250,000 in principal and accrued interest per depositorfor each ownership type. Deposits made in anindividual's own name, joint name, or individualretirement account are each held in a separate type ofownership. Such deposits are not guaranteed by UBS FS.More information is available upon request.Margin: The quantity value may indicate that all or partof this position is held on margin or held in the shortaccount. When an account holds a debit balance, thisdebit balance is incorporated into the account's totalmarket value and deducted from the total value. Whencalculating the percent of portfolio on each security, thepercentage will be impacted by the total market value ofthe account. Therefore, if the account's market value isreduced by a debit value of a holding the percent ofportfolio will be greater and if the account's marketvalue is increased by a holding then the percent ofportfolio will be less.Asset Allocation: Your allocation analysis is based onyour current portfolio. The Asset Allocation portion ofthis report shows the mix of various investment classesin your account. An asset allocation that shows asignificantly higher percentage of equity investmentsmay be more appropriate for an investor with a moreaggressive investment strategy and higher tolerance forrisk. Similarly, the asset allocation of a more conservativeinvestor may show a higher percentage of fixed incomeinvestments.Separately Managed Accounts and PooledInvestment Vehicles (such as mutual funds, closed endfunds and exchanged traded funds): The assetclassification displayed is based on firm's proprietarymethodology for classifying assets. Please note that theasset classification assigned to rolled up strategies mayinclude individual investments that provide exposure toother asset classes. For example, an InternationalDeveloped Markets strategy may include exposure toEmerging Markets, and a US Large Cap strategy mayinclude exposure to Mid Cap and Small Cap, etc.Mutual Fund Asset Allocation: If the option tounbundle balanced mutual funds is selected and if afund's holdings data is available, mutual funds will beclassified by the asset class, subclass, and stylebreakdown of their underlying holdings. Where amutual fund or ETF contains equity holdings from Report created on: June 01, 2022 Page 28 of 30
Item #11. Page 31
Meeting Date: 6/28/2022 / Packet Page #: 169
Disclosures applicable to accounts at UBS Financial Services Inc. (continued) multiple equity sectors, this report will proportionatelyallocate the underlying holdings of the fund to thosesectors measured as a percentage of the total fund'sasset value as of the date shown.This information is supplied by Morningstar, Inc. on adaily basis to UBS FS based on data supplied by the fundwhich may not be current. Mutual funds change theirportfolio holdings on a regular (often daily) basis.Accordingly, any analysis that includes mutual funds maynot accurately reflect the current composition of thesefunds. If a fund's underlying holding data is notavailable, it will be classified based on its correspondingoverall Morningstar classification. All data is as of thedate indicated in the report.All pooled investment vehicles (such as mutual funds,closed end mutual funds, and exchange traded funds)incorporate internal management and operationexpenses, which are reflected in the performancereturns. Please see relevant fund prospectus for moreinformation. Please note, performance for mutual fundsis inclusive of multiple share classes.Ineligible Assets: We require that you hold andpurchase only eligible managed assets in your advisoryaccounts. Please contact your Financial Advisor for a listof the eligible assets in your program. These reports mayprovide performance information for eligible andineligible assets in a fee-based program. Since ineligibleassets are not considered fee-based program assets, theinclusion of such securities will distort the actualperformance of your advisory assets. As a result, theperformance reflected in this report can varysubstantially from the individual account performancereflected in the performance reports provided to you aspart of those programs. For fee-based programs, feesare charged on the market value of eligible assets in theaccounts and assessed quarterly in advance, proratedaccording to the number of calendar days in the billingperiod. Neither UBS nor your Financial Advisor will act asyour investment adviser with respect to Ineligible Assets.Variable Annuity Asset Allocation: If the option tounbundle a variable annuity is selected and if a variableannuity's holdings data is available, variable annuitieswill be classified by the asset class, subclass, and stylebreakdown for their underlying holdings. Where avariable annuity contains equity holdings from multipleequity sectors, this report will proportionately allocatethe underlying holdings of the variable annuity to thosesectors measured as a percentage of the total variableannuity's asset value as of the date shown.This information is supplied by Morningstar, Inc. on aweekly basis to UBS FS based on data supplied by thevariable annuity which may not be current. Portfolioholdings of variable annuities change on a regular (oftendaily) basis. Accordingly, any analysis that includesvariable annuities may not accurately reflect the current composition of these variable annuities. If a variableannuity's underlying holding data is not available, it willremain classified as an annuity. All data is as of the dateindicated in the report.Equity Style: The Growth, Value and Core labels aredetermined by Morningstar. If an Equity Style isunclassified, it is due to non-availability of data requiredby Morningstar to assign it a particular style.Equity Capitalization: Market Capitalization isdetermined by Morningstar. Equity securities areclassified as Large Cap, Mid Cap or Small Cap byMorningstar. Unclassified securities are those for whichno capitalization is available on Morningstar.Equity Sectors: The Equity sector analysis may include avariety of accounts, each with different investment andrisk parameters. As a result, the overweighting orunderweighting in a particular sector or asset classshould not be viewed as an isolated factor in makinginvestment/liquidation decisions; but should be assessedon an account by account basis to determine the overallimpact on the account's portfolio.Classified Equity: Classified equities are defined asthose equities for which the firm can confirm the specificindustry and sector of the underlying equity instrument.Estimated Annual Income: The Estimated AnnualIncome is the annualized yearly per shareDividends/interest paid and multiplied by the quantity ofshares held in the selected account(s). For savingsproduct & sweep funds this value is not calculated and isdisplayed as 0.Current Yield: Current yield is defined as the estimatedannual income divided by the total market value.Bond Rating: These ratings are obtained fromindependent industry sources and are not verified byUBS FS. Securities without rating information are leftblank. Rating agencies may discontinue ratings on highyield securities.NR: When NR is displayed under bond rating column, noratings are currently available from that rating agency.High Yield: This report may designate a security as ahigh yield fixed income security even though one ormore rating agencies rate the security as an investmentgrade security. Further, this report may incorporate arating that is no longer current with the rating agency.For more information about the rating for any high yieldfixed income security, or to consider whether to hold orsell a high yield fixed income security, please contactyour financial advisor or representative and do not makeany investment decision based on this report.Credit/Event Risk: Investments are subject to event risk and changes in credit quality of the issuer. Issuers canexperience economic situations that may have adverseeffects on the market value of their securities.Interest Rate Risk: Bonds are subject to market valuefluctuations as interest rates rise and fall. If sold prior tomaturity, the price received for an issue may be less thanthe original purchase price.Reinvestment Risk: Since most corporate issues payinterest semiannually, the coupon payments over the lifeof the bond can have a major impact on the bond's totalreturn.Call Provisions: When evaluating the purchase of acorporate bond, one should be aware of any featuresthat may allow the issuer to call the security. This isparticularly important when considering an issue that istrading at a premium to its call price, since the returnmay be negatively impacted if the issue is redeemed.Should an issue be called, investors may be faced withan earlier than anticipated reinvestment decision, andmay be unable to reinvest their principal at equallyfavorable rates.Effective Maturity: Effective maturity is the expectedredemption due to pre-refunding, puts, or maturity anddoes not reflect any sinking fund activity, optional orextraordinary calls. Securities without a maturity date areleft blank and typically include Preferred Securities,Mutual Funds and Fixed Income UITs.Yields: Yield to Maturity and Yield to Worst arecalculated to the worst call.Accrued Interest: Interest that has accumulatedbetween the most recent payment and the report datemay be reflected in market values for interest bearingsecurities.Bond Averages: All averages are weighted averagescalculated based on market value of the holding, notincluding accrued interest.Tax Status: "Taxable" includes all securities held in ataxable account that are subject to federal and/or stateor local taxation. "Tax-exempt" includes all securitiesheld in a taxable account that are exempt from federal,state and local taxation. "Tax-deferred" includes allsecurities held in a tax-deferred account, regardless ofthe status of the security.Bond sensitivity analysis: This analysis uses ModifiedDuration which approximates the percentage pricechange of a security for a given change in yield. Thehigher the modified duration of a security, the higher itsrisk.  For callable securities, modified duration does notaddress the impact of changing interest rates on abond's expected cash flow as a result of a call orprepayment.

Amortization and Accretion: Prior to March 2008,amortization was calculated using the straight linemethod for tax exempt securities and was not calculatedfor taxable securities. Post March 2008, amortization iscalculated using the constant yield method. Prior toOctober 2008, accretion due to original issue discountwas not calculated. Post October 2008, accretion due tooriginal issue discount is calculated using the constantyield method.  Prior to January 2015, accretion due tomarket discount was calculated using the straight linemethod. Post January 2015, accretion due to marketdiscount is calculated using the constant yield method. We assume the securities are held to par andpremiums are calculated to call date. Amortization andaccretion values may be incorrect due to adjustmentsrelated to cost basis. You may hold additional fixedincome securities that may not appear on this report.Please refer to your account statements for informationregarding all of your holdings.Gain/Loss: The gain/loss information may includecalculations based upon non-UBS FS cost basisinformation. The Firm does not independently verify orguarantee the accuracy or validity of any informationprovided by sources other than UBS FS. In addition, ifthis report contains positions with unavailable cost basis,the gain/(loss) for these positions are excluded in thecalculation for the Gain/(Loss). As a result these figuresmay not be accurate and are provided for informationalpurposes only. Clients should not rely on thisinformation in making purchase or sell decisions, for taxpurposes or otherwise. Rely only on year-end tax formswhen preparing your tax return. See your monthlystatement for additional information.Accounts Included in this Report: The account listingmay or may not include all of your accounts with UBSFS. The accounts included in this report are listed underthe "Accounts included in this review" shown on thefirst page or listed at the top of each page. If an accountnumber begins with "@" this denotes assets or liabilitiesheld at other financial institutions. Information aboutthese assets, including valuation, account type and costbasis, is based on the information you provided to us, orprovided to us by third party data aggregators orcustodians at your direction. We have not verified, andare not responsible for, the accuracy or completeness ofthis information.Account name(s) displayed in this report and labels usedfor groupings of accounts can be customizable"nicknames" chosen by you to assist you with yourrecordkeeping or may have been included by yourfinancial advisor for reference purposes only. The namesused have no legal effect, are not intended to reflect anystrategy, product, recommendation, investmentobjective or risk profile associated with your accounts orany group of accounts, and are not a promise or Report created on: June 01, 2022 Page 29 of 30
Item #11. Page 32
Meeting Date: 6/28/2022 / Packet Page #: 170
Disclosures applicable to accounts at UBS Financial Services Inc. (continued) guarantee that wealth, or any financial results, can orwill be achieved. All investments involve the risk of loss,including the risk of loss of the entire investment.For more information about account or group names, orto make changes, contact your Financial Advisor.Account changes: At UBS, we are committed tohelping you work toward your financial goals. So thatwe may continue providing you with financial advicethat is consistent with your investment objectives, pleaseconsider the following two questions:1) Have there been any changes to your financialsituation or investment objectives?2) Would you like to implement or modify anyrestrictions regarding the management of your account?If the answer to either question is "yes," it is importantthat you contact your Financial Advisor as soon aspossible to discuss these changes. For MAC advisoryaccounts, please contact your investment managerdirectly if you would like to impose or change anyinvestment restrictions on your account.ADV disclosure: A complimentary copy of our currentForm ADV Disclosure Brochure that describes theadvisory program and related fees is available throughyour Financial Advisor. Please contact your FinancialAdvisor if you have any questions.Important information for former Piper Jaffray andMcDonald Investments clients: As an accommodationto former Piper Jaffray and McDonald Investmentsclients, these reports include performance history fortheir Piper Jaffray accounts prior to August 12, 2006 andMcDonald Investments accounts prior to February 9,2007, the date the respective accounts were convertedto UBS FS. UBS FS has not independently verified thisinformation nor do we make any representations orwarranties as to the accuracy or completeness of thatinformation and will not be liable to you if any suchinformation is unavailable, delayed or inaccurate.For insurance, annuities, and 529 Plans, UBS FS relies oninformation obtained from third party services it believesto be reliable. UBS FS does not independently verify orguarantee the accuracy or validity of any informationprovided by third parties. Information for insurance,annuities, and 529 Plans that has been provided by athird party service may not reflect the quantity andmarket value as of the previous business day. Whenavailable, an "as of" date is included in the description.Investors outside the U.S. are subject to securities andtax regulations within their applicable jurisdiction thatare not addressed in this report. Nothing in this reportshall be construed to be a solicitation to buy or offer tosell any security, product or service to any non-U.S.investor, nor shall any such security, product or servicebe solicited, offered or sold in any jurisdiction wheresuch activity would be contrary to the securities laws or other local laws and regulations or would subject UBS toany registration requirement within such jurisdiction.Performance History prior to the account's inception atUBS Financial Services, Inc. may have been included inthis report and is based on data provided by third partysources. UBS Financial Services Inc. has notindependently verified this information nor does UBSFinancial Services Inc. guarantee the accuracy or validityof the information.Important information about brokerage andadvisory services. As a firm providing wealthmanagement services to clients, UBS Financial ServicesInc. offers investment advisory services in its capacity asan SEC-registered investment adviser and brokerageservices in its capacity as an SEC-registered brokerdealer. Investment advisory services and brokerageservices are separate and distinct, differ in material waysand are governed by different laws and separatearrangements. It is important that clients understand theways in which we conduct business, that they carefullyread the agreements and disclosures that we provide tothem about the products or services we offer. For moreinformation, please review client relationship summaryprovided at ubs.com/relationshipsummary. UBS FS All Rights Reserved. Member SIPC.Non-UBS Assets and Liabilities: This report is notintended to provide you with consolidated informationor reporting regarding your holdings at other firms.However, at your request, this report may includeinformation regarding assets that you hold at otherfinancial institutions so that you may review your assetallocation and/or investment strategy in the context ofyour overall holdings. You should review and maintainthe original documents for these assets, such as thestatements for individual accounts held away from UBS.Those documents may contain notices, disclosures andother information important to you, and may also serveas a reference should questions arise regarding theaccuracy of that information as presented in this report.The information presented for accounts held at otherfinancial institutions has been provided to UBS at yourdirection through your agreement with an Outside AssetData Aggregation Service. These accounts have beenadded to this report at your request and areautomatically updated to reflect the most recent datareceived from the custodian. Information may have alsobeen provided based on documents and valuation youprovided to your Financial Advisor. These accounts havebeen added to this report at your request and may notreflect the current valuation.If an account number begins with "@" this denotesassets or liabilities held at other financial institutions.Information about these assets, including valuation, account type and cost basis, is based on the informationyou provided to us, or provided to us by third party dataaggregators or custodians at your direction. We havenot verified, and are not responsible for, the accuracy orcompleteness of this information.If the information you or your custodians provided to usis not current, inclusion of these assets will impact theaccuracy of the current asset allocation and otheranalysis presented. We do not provide purchase, sale orhold recommendations or advice with respect to yourassets at other firms and do not assume responsibility foractivity you conduct at other financial institutions.UBS’s SIPC coverage applies to assets held at UBS. If youmaintain assets at other firms that may be SIPCmembers, you should contact their financialrepresentative or the other entity or refer to the otherentitys statement regarding SIPC membership. YourUBS Financial Services Inc. account statements are theonly official record of your UBS holdings and accountand are not replaced, amended or superseded by any ofthe information presented in this report.Assets that you hold at other financial institutions arepriced using the closing price reported on the lastbusiness day preceding the date of this report. Everyreasonable attempt has been made to accurately pricesecurities; however, we make no warranty with respectto any security’s price. To determine the value ofsecurities in your account, we generally rely on thirdparty quotation services. If a price is unavailable orbelieved to be unreliable, we may determine the price ingood faith and may use other sources such as the lastrecorded transaction. When securities are held atanother custodian or if you hold illiquid or restrictedsecurities for which there is no published price, we willgenerally rely on the value provided by the custodian orissuer of that security.The value of assets held at other financial institutions isbased on the "Last Refresh Date" displayed. Up todate valuation and information can be obtained directlyfrom the custodian of your assets. The accountstatements you receive from your third party custodianregarding the assets you hold with them are the officialrecord of your holdings and accounts and are notimpacted or superseded by the information in thisreport.Account balances and security pricing will always displayin U.S. Dollars even if assets in your Outside Accountsare denominated in other currencies. UBS will convertany values received in the Outside Account Informationto U.S. Dollars using foreign exchange rates from UBS asof the previous business.

Report created on: June 01, 2022 Page 30 of 30
Item #11. Page 33
Meeting Date: 6/28/2022 / Packet Page #: 171

STAFF REPORT
TO: MAYOR AND COUNCIL MEMBERS DATE: JUNE 28, 2022
FROM: FINANCE DISTRICT(S): CITYWIDE
SUBJECT: SECOND READING AND ADOPTION OF AN ORDINANCE AMENDING SECTIONS

2.40.010 THROUGH 2.40.160 TO CHAPTER 2.40 "PURCHASING SYSTEM," OF TITLE 2 "ADMINISTRATION AND PERSONNEL," OF THE GLENDORA MUNICIPAL CODE. (STRATEGIC PLAN ITEM 13 - IFSS)

RECOMMENDATION
That the City Council:

1. Waive full reading, read by title only and adopt on second reading Ordinance 2069 entitled, "AN ORDINANCE AMENDING SECTIONS 2.40.010 THROUGH 2.40.160 TO CHAPTER 2.40 "PURCHASING SYSTEM," OF TITLE 2 "ADMINISTRATION AND PERSONNEL," OF THE GLENDORA MUNICIPAL CODE."

EXECUTIVE SUMMARY
This is the second reading of the proposed amendments to the Purchasing Policy.

LEGISLATIVE HISTORY / PREVIOUS ACTIONS
On June 14, 2022, the City Council received a presentation and the first reading to amend the Purchasing Policy.

DISCUSSION
It is recommended that the City Council waive full reading, read by title only and adopt on second reading ordinance "AN ORDINANCE AMENDING SECTIONS 2.40.010 THROUGH 2.40.160 TO CHAPTER 2.40 "PURCHASING SYSTEM," OF TITLE 2 "Administration and Personnel," OF THE GLENDORA MUNICIPAL CODE.”

FISCAL IMPACT
No costs are associated with updating Chapter 2.40 of the Glendora Municipal Code, Purchasing System.

ENVIRONMENTAL DETERMINATION
Not applicable.

Prepared By Brittany Aguilar, Accounting Manager
Concurs With Not Applicable, Not Applicable
Reviewed By Marie Ricci, Administrative Services Director/City Treasurer Certified to Availability of Funds Marie Ricci, Administrative Services Director/City Treasurer Approved By Adam Raymond, City Manager
Legal Review William W. Wynder, City Attorney
CEQA Review Not Applicable
ATTACHMENTS:

A. Ordinance – Purchasing
Item #12. Page 1
Meeting Date: 6/28/2022 / Packet Page #: 172
ORDINANCE NO. 2069

AN ORDINANCE OF THE CITY COUNCIL AMENDING SECTIONS

2.40.010 THROUGH 2.40.160 TO CHAPTER 2.40 "PURCHASING
SYSTEM," OF TITLE 2 "ADMINISTRATION AND PERSONNEL," OF
THE GLENDORA MUNICIPAL CODE.

THE CITY COUNCIL
City of Glendora, California

THE CITY COUNCIL OF THE CITY OF GLENDORA DOES HEREBY ORDAIN AS FOLLOWS:

WHEREAS, pursuant to Government Code sections 54201 through 54203, local agencies are required to adopt, by ordinance, policies and procedures, including bidding regulations, governing the purchases of supplies and equipment by the local agency; and WHEREAS, the City Council desires revise the Purchasing System of the Glendora Municipal Code to make more efficient the overall rules and regulations related to purchasing and bidding.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF GLENDORA,

CALIFORNIA, DOES RESOLVE, DECLARE, DETERMINE AND ORDER AS FOLLOWS:

SECTION 1. The City Council hereby adopts Attachment A, the rules and regulations for the administration of the City’s centralized purchasing system.

SECTION 2. If any section, subsection, sentence, clause, phrase, or portion of this Ordinance is for any reason held to be invalid or unenforceable by a court of competent jurisdiction, the remaining portions of this Ordinance shall nonetheless remain in full force and effect. The people of the City of Glendora hereby declare that they would have adopted each section, subsection, sentence, clause, phrase, or portion of this Ordinance, irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases, or portions of this Ordinance be declared invalid or unenforceable.

SECTION 3. The Mayor shall sign this Ordinance and the City Clerk shall attest and certify to the passage and adoption thereof and cause same to be published at least once in the San Gabriel Valley Examiner, a weekly newspaper of general circulation, published in the City of Glendora, which newspaper is hereby designated for that purpose (GC § 40806); and thereupon, and thirty (30) days after its passage, this ordinance shall take effect and be in force.

PASSED, APPROVED and ADOPTED this ___ day of ____, 2022.

Item #12. Page 2
Meeting Date: 6/28/2022 / Packet Page #: 173
Ordinance 2069 Page 2 of 2
City Council of Glendora, California
BY: __________________________________
KAREN K. DAVIS
Mayor
APPROVED AS TO FORM:

Aleshire & Wynder, LLP
WILLIAM W. WYNDER
City Attorney

CERTIFICATION
I, Kathleen R. Sessman, City Clerk of the City of Glendora, do hereby certify that the foregoing Ordinance was introduced for first reading on the 14th day of June 2022. Thereafter, said Ordinance was duly approved and adopted at a regular meeting of the City Council on the ___ day of June 2022, by the following roll call vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

I further certify that said Ordinance was published as required by law in a newspaper of general circulation in the City of Glendora, California on the ____ day of July 2022.

Dated:

KATHLEEN R. SESSMAN
City Clerk/Communications Director
Item #12. Page 3
Meeting Date: 6/28/2022 / Packet Page #: 174

STAFF REPORT
TO: MAYOR AND COUNCIL MEMBERS DATE: JUNE 28, 2022
FROM: COMMUNITY DEVELOPMENT DISTRICT(S): #3
SUBJECT: AWARD A CONTRACT SERVICES AGREEMENT TO PLACEWORKS, INC. FOR DESIGN,

ENGINEERING, AND PROCUREMENT ASSISTANCE SERVICES IN THE AMOUNT OF $58,216 (STRATEGIC PLAN ITEMS 4-ISED AND 5-ISED)

RECOMMENDATION
That the City Council:

1. Award a Contract Services Agreement to PlaceWorks, Inc. for Design, Engineering, and Procurement Assistance Services in the amount of $58,216l and,

2. Authorize the City Manager or his designee to execute the agreement including minimal and/or non-substantive changes.

EXECUTIVE SUMMARY
Over the past year, staff has engaged with residents and stakeholders to develop improvement concepts in the Glendora Village for Meda Avenue and the Bus Plaza. PlaceWorks, Inc. developed concept plans based on this feedback and which were vetted by stakeholders adjacent to the project area as well as the Business Improvement District Board of Directors, Community Services Commission, and the Planning Commission. Staff recommends moving to the next phase which is final design as well as seeking assistance with procurement of furnishings consistent with the design concepts. Staff is recommending PlaceWorks, Inc. as they have developed the concept plans, are familiar with the project, and are ready to start work immediately.

LEGISLATIVE HISTORY / PREVIOUS ACTIONS
During the COVID-19 pandemic, staff responded to indoor dining restrictions by working closely with restaurants throughout the city to help establish outdoor dining areas. Within the Glendora Village this took the form of parklets as well as the closure of East and West Meda adjacent to Glendora Avenue. As indoor dining restrictions eased, the City Council directed staff to make the outdoor dining arrangements in the Glendora Village permanent as well as to develop plans for creating new plazas along Meda Avenue and enhancing the Bus Plaza.

Based on the City Council’s direction, staff procured the services of PlaceWorks, Inc. in April 2021 to begin development of plaza concepts which would support the economic health of the Glendora Village as well as provide new recreational amenities. Since then, staff engaged stakeholders at the Flashback Classic Car Show, direct meetings with neighboring businesses, and presentations to the Business Improvement District Board of Directors, City Council, Chamber of Commerce, Community Services Commission, and Planning Commission.

DISCUSSION
The outdoor dining program within Glendora Village proved popular and demonstrated the desire for more public space within the area. The experience with the temporary parklets as well as the closure of Meda Avenue illustrated opportunities to repurpose public rights-of-way for more civic and commercial uses.

Item #13. Page 1
Meeting Date: 6/28/2022 / Packet Page #: 175
Staff Report Page 2 of 2
The plans prepared by PlaceWorks are now ready to proceed from concepts to detailed engineering plans. Currently, staff has developed rough order of magnitude costs which are within the allocated budget. More detailed engineering and planning would allow staff to refine and refine construction costs where needed. Additionally, the contract will allow PlaceWorks to assist with procurement of furnishings and any necessary construction for utilities and shade. Lastly, PlaceWorks will be developing high-quality visual simulations for the three plazas.

FISCAL IMPACT
On November 30, 2021 the City Council authorized using American Rescue Plan Act (ARPA) funds for “Village Public Space Improvements.” Staff recommends using $58,216 for the contract award.

ENVIRONMENTAL DETERMINATION
Not applicable.

Prepared By Steven Mateer, Title
Concurs With Janna Hirth, BID Advisory Board
Reviewed By Jeff, Kugel, Community Development Director Certified to Availability of Funds Marie Ricci, Administrative Services Director/City Treasurer Approved By Adam Raymond, City Manager
Legal Review William W. Wynder, City Attorney
CEQA Review Not Applicable
ATTACHMENTS:

A. Agreement for Contract Services
Item #13. Page 2
Meeting Date: 6/28/2022 / Packet Page #: 176

CONTRACT SERVICES AGREEMENT
By and Between

CITY OF GLENDORA
and
PlaceWorks, Inc.

DocuSign Envelope ID: DDD9B4C9-8465-40C7-A4C0-12F180C6C143 Item #13. Page 3
Meeting Date: 6/28/2022 / Packet Page #: 177
Meda Avenue and Bus Plaza Improvements 1

AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF GLENDORA AND
PLACEWORKS, INCE.

THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into this ____ day of __________, 2022 by and between the City of Glendora, a California municipal corporation (“City”) and PlaceWorks, Inc., a California corporation (herein “Consultant”). City and Consultant may be referred to, individually or collectively, as “Party” or “Parties.”

RECITALS
A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the performance of the services defined and described particularly in Article 1 of this Agreement.

B. Consultant, following submission of a proposal or bid for the performance of the services defined and described particularly in Article 1 of this Agreement, was selected by the City to perform those services.

C. Pursuant to the City of Glendora’s Municipal Code, City has authority to enter into and execute this Agreement.

D. The Parties desire to formalize the selection of Consultant for performance of those services defined and described particularly in Article 1 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 herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows:

ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of Services.

In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the “Scope of Services” attached hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein as the “services” or “work” hereunder. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase “highest professional standards” shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances.
28 June
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Meda Avenue and Bus Plaza Improvements 2

1.2 Consultant’s Proposal.

The Scope of Service shall include the Consultant’s scope of work or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern.

1.3 Compliance with Law.

Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered.

1.4 California Labor Law.

If the Scope of Services includes any “public work” or “maintenance work,” as those terms are defined in California Labor Code section 1720 et seq. and California Code of Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more, Consultant shall pay prevailing wages for such work and comply with the requirements in California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws, including the following requirements:
(a) Public Work. The Parties acknowledge that some or all of the work to be performed under this Agreement is a “public work” as defined in Labor Code Section 1720 and that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works contracts and the rules and regulations established by the Department of Industrial Relations (“DIR”) implementing such statutes. The work performed under this Agreement is subject to compliance monitoring and enforcement by the DIR. Consultant shall post job site notices, as prescribed by regulation.
(b) Prevailing Wages. Consultant shall pay prevailing wages to the extent required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at City Hall and will be made available to any interested party on request. By initiating any work under this Agreement, Consultant acknowledges receipt of a copy of the Department of Industrial Relations (DIR) determination of the prevailing rate of per diem wages, and Consultant shall post a copy of the same at each job site where work is performed under this Agreement.
(c) Penalty for Failure to Pay Prevailing Wages. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Consultant shall, as a penalty to the City, forfeit two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subcontractor. (d) Payroll Records. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subconsultant to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform the City of the location of the records.
(e) Apprentices. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Consultant shall be responsible for compliance with DocuSign Envelope ID: DDD9B4C9-8465-40C7-A4C0-12F180C6C143 Item #13. Page 5
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Meda Avenue and Bus Plaza Improvements 3
these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within sixty (60) days after concluding work pursuant to this Agreement, Consultant and each of its subconsultants shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement.
(f) Eight-Hour Work Day. Consultant acknowledges that eight (8) hours labor constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code Section 1810. (g) Penalties for Excess Hours. Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Consultant shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each worker employed in the performance of this Agreement by the Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code.

Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of eight (8) hours per day, and forty (40) hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than one and one-half (1½) times the basic rate of pay. (h) Workers’ Compensation. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees if it has employees. In accordance with the provisions of California Labor Code Section 1861, Consultant certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.” Consultant’s Authorized Initials ___________________
Alan Loomis, Principal
(i) Consultant’s Responsibility for Subcontractors. For every subcontractor who will perform work under this Agreement, Consultant shall be responsible for such subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code, and shall make such compliance a requirement in any contract with any subcontractor for work under this Agreement. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a review of the certified payroll records of the subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or rectify any such failure by any subcontractor.

1.5 Licenses, Permits, Fees and Assessments.

Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant’s performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, DocuSign Envelope ID: DDD9B4C9-8465-40C7-A4C0-12F180C6C143 Item #13. Page 6
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Meda Avenue and Bus Plaza Improvements 4
against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder.

1.6 Familiarity with Work.

By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant’s risk until written instructions are received from the Contract Officer.

1.7 Care of Work.

The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City’s own negligence.

1.8 Further Responsibilities of Parties.

Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other.

1.9 Additional Services.

City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other Consultants. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.

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1.10 Special Requirements.

Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit “B” and any other provisions of this Agreement, the provisions of Exhibit “B” shall govern.

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed $58,216 ( Fifty-Eight Thousand, Two- Hundred and Sixteen Dollars) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.9.

2.2 Method of Compensation.

The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services, less contract retention; (iii) payment for time and materials based upon the Consultant’s rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation.

2.3 Reimbursable Expenses.

Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City. Coordination of the performance of the work with City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings.

2.4 Invoices.

Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City’s Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement.

The invoice shall contain all information specified in Exhibit “C”, and shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person.

City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant’s correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City DocuSign Envelope ID: DDD9B4C9-8465-40C7-A4C0-12F180C6C143 Item #13. Page 8
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warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law.

2.5 Waiver.

Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant.

ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence.

Time is of the essence in the performance of this Agreement.

3.2 Schedule of Performance.

Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively.

3.3 Force Majeure.

The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant’s sole remedy being extension of the Agreement pursuant to this Section.

3.4 Term & Extended Term.

Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding two (2) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit “D”). The City Manager may, at his/her sole discretion, extend the Term up to a maximum of two (2) additional one (1) year Extended Term(s) upon the giving of 60-days advance written notice of the same prior to the expiration of the Term and any Extended Term of this Agreement.

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ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of Consultant.

The following principals of Consultant (“Principals”) are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith:

Alan Loomis, Principal
It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance.

4.2 Status of Consultant.

Consultant shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant’s officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Consultant, nor any of Consultant’s officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Consultant expressly waives any claim Consultant may have to any such rights.

4.3 Contract Officer.

The Contract Officer shall be Steven Mateer, or such person as may be designated by the City Manager.

It shall be the Consultant’s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement.

4.4 Independent Consultant.

Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant’s employees, DocuSign Envelope ID: DDD9B4C9-8465-40C7-A4C0-12F180C6C143 Item #13. Page 10
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servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City.

City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant.

4.5 Prohibition Against Subcontracting or Assignment.

The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City.

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages.

Without limiting Consultant’s indemnification of City, and prior to commencement of any services under this Agreement, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. (a) General liability insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted. (b) Automobile liability insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident.
(c) Professional liability (errors & omissions) insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement.
(d) Workers’ compensation insurance. Consultant shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000).

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(e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”.

5.2 General Insurance Requirements.
(a) Proof of insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time.
(b) Duration of coverage. Consultant shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, its agents, representatives, employees or subconsultants.
(c) Primary/noncontributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance.

Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured. (d) City’s rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
(e) Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or that is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager. (f) Waiver of subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
(g) Enforcement of contract provisions (non-estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder.

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(h) Requirements not limiting. Requirements of specific coverage features or limits contained in this section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. 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 all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
(i) Notice of cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. (j) Additional insured status. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. (k) Prohibition of undisclosed coverage limitations. 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 of in writing. (l) Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions.
(m) Pass through clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant 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. Consultant agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to City for review. (n) Agency’s right to revise specifications. 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 Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant’s compensation. (o) Self-insured retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City. (p) Timely notice of claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. (q) Additional insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work.

5.3 Indemnification.

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To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith:
(a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys’ fees.

Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence, except that design professionals’ indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement. / / /
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ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

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Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the “books and records”), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Consultant’s business, custody of the books and records may be given to City, and access shall be provided by Consultant’s successor in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act.

6.2 Reports.

Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed.

6.3 Ownership of Documents.

All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the “documents and materials”) prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City’s sole risk and without liability to Consultant, and Consultant’s guarantee and warranties shall not extend to such use, reuse or assignment.

Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City. / / /

6.4 Confidentiality and Release of Information.
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to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer. (b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, 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 not be considered “voluntary” provided Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct.
(d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law.

This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California.

7.2 Disputes; Default.

In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default.

Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant 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 Consultant 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 Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Consultant’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.

7.3 Retention of Funds.

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Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant’s acts or omissions in performing or failing to perform Consultant’s obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein.

7.4 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 or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.

7.5 Rights and Remedies are Cumulative.

Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.

7.6 Legal Action.

In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.

7.7 Termination Prior to Expiration of Term.

This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days’ written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days’ written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of DocuSign Envelope ID: DDD9B4C9-8465-40C7-A4C0-12F180C6C143 Item #13. Page 17
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termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2.

7.8 Termination for Default of Consultant.

If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated.

7.9 Attorneys’ Fees.

If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney’s fees. Attorney’s fees shall include attorney’s fees on any appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment.

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

No officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.

8.2 Conflict of Interest.

Consultant 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 Consultant’s performance of services under this Agreement. Consultant 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 Contract Officer. Consultant 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.

No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement.

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8.3 Covenant Against Discrimination.

Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class.

8.4 Unauthorized Aliens.

Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant 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, incurred by City.

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices.

Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Glendora, 116 E. Foothill Blvd., Glendora, California 91741-3380, and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing.

Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section.

9.2 Interpretation.

The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.

9.3 Counterparts.

This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument.

9.4 Integration; Amendment.

This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and DocuSign Envelope ID: DDD9B4C9-8465-40C7-A4C0-12F180C6C143 Item #13. Page 19
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approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.

9.5 Severability.

In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless.

9.6 Warranty & Representation of Non-Collusion.

No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of “financial interest” shall be consistent with State law and shall not include interests found to be “remote” or “noninterests” pursuant to Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement.

Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect.

Consultant’s Authorized Initials ___________________
Alan Loomis, Principal
The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.

CITY:

City of Glendora, a municipal corporation
Adam Raymond
City Manager
APPROVED AS TO FORM: CERTIFY AVAILABILITY OF FUNDS:

ALESHIRE & WYNDER, LLP
William W. Wynder
City Attorney
Marie Ricci
Administrative Services Director/City Treasurer
ATTEST:

Kathleen R. Sessman
City Clerk/Communications Director
CONTRACTOR:

PLACEWORKS, INC.

Name: Alan Loomis
Title: Principal
[email protected]
Address:
3 MacArthur Place, Suite 1100,
Santa Ana, CA 92707
Two corporate officer signatures required when Contractor is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer.

CONTRACTOR’S SIGNATURES SHALL BE DULY NOTARIZED UNLESS EXECUTED UTILIZING DOCUSIGN. IN ADDITION, THE

APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR’S BUSINESS ENTITY.

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EXHIBIT “A”

SCOPE OF SERVICES
I. Consultant will perform the following Services:

A. Task 1: Site Survey
i. Site Survey/ Base Map - Snedaker Land Surveying will provide utility and topographic surveying of the project site. The topographic survey will cover the project area and will extend to include the full width of adjacent rights-of-way. Spot elevations will be sufficient to generate 0.5-foot contours and existing easements, assessor parcel numbers, and existing utilities on or adjacent to the proposed project area will be shown.

Potholing will be conducted to confirm existing utilities.

B. Task 2: 95% Submittal
i. 95% Plans and Cost Estimate - Based on the City’s comments on the Concept Plans, the PlaceWorks team will develop the 95% Plan submittal for the project. The preliminary list and count of the construction document sheet set is listed in Table 1. PlaceWorks will coordinate with product manufacturers or their recommended structural engineer for details related to installation and footing details. The PlaceWorks team will prepare a 95% cost estimate. The cost estimate will be developed using the City’s preferred schedule of values format or other bid ready template.
ii. City Staff Meeting 1: 95% Submittal - Following a three-week review period, PlaceWorks will meet with City staff to review comments on the 95-percent set and clarify any questions that may arise.

C. Task 3: 100% Submittal
i. 100% Plans and Cost Estimate - Based on City review comments, the PlaceWorks team will revise the 95% submittal and refine it to 100%. We assume that changes to the plans will be minimal and there has been an assumption of limited hours for this task as shown in the fee estimate in Table 2.
ii. City Staff Meeting 2: 100% Plans Submittal - Following a three-week review period, PlaceWorks will meet with City staff to review comments on the 100-percent set and clarify any questions that may arise. At this meeting, the project team will discuss the process for preparing the project for bid. It is assumed that the City will prepare all contract documents.

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D. Task 4: Construction Administration
i. Submittal Responses & Requests for Information (RFI’s) - The PlaceWorks team will review submittals for conformance to plans and specifications and prepare a written response for each submittal. The PlaceWorks team will respond to questions from the Contractor as requested by the City. PlaceWorks will respond in a timely and efficient manner to the contractor’s requests for additional information. ii. Coordination and Construction Site Visits - The PlaceWorks team will attend a virtual pre-construction meeting with City staff and the Contractor to review the drawings. Following this meeting, PlaceWorks will attend weekly 1-hour check-in calls during construction to discuss current status of the project. PlaceWorks will participate in two additional project coordination meetings on site to review progress and any required mockups or field samples indicated in the Construction Details.

E. Task 5: Visual Simulation
i. Visual Simulation - PlaceWorks will prepare three (3) illustrative renderings, one of each plaza, for the City’s use in presenting the project to the public. It is assumed that the visual simulations will show an eye-level perspective view of the space that conveys the energy, characteristics and activities included in the design.

II. As part of the Services, Consultant will prepare and deliver the following tangible work products to the City:

A. Site survey and base map. Snedaker Land Surveying will provide utility and topographic surveying of the project site. The topographic survey will cover the project area and will extend to include the full width of adjacent rights-of-way.

B. 95% Plans and Cost Estimate. Based on the City’s comments on the Concept Plans, the PlaceWorks team will develop the 95% Plan submittal for the project.

C. 100% Plans and Cost Estimate. The PlaceWorks team will revise the 95% submittal and refine it to 100%. A construction document which will include:

Existing Conditions Plan (3 sheets), Demolition Plan (1 sheet), Electrical Plan (3 sheets), Materials Plan - Ground Painting (3 sheets), Site Furnishings and Planting Plan (3 sheets), and Details (4 sheets).

D. Submittal responses and requests for RFI’s. The PlaceWorks team will review submittals for conformance to plans and specifications and prepare a written response for each submittal.

E. Illustrative renderings. Three illustrative renderings, one of each plaza, for the City’s use in presenting the project to the public. It is assumed that the visual DocuSign Envelope ID: DDD9B4C9-8465-40C7-A4C0-12F180C6C143 Item #13. Page 23
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simulations will show an eye-level perspective view of the space that conveys the energy, characteristics and activities included in the design.

III. In addition to the requirements of Section 6.2, during performance of the Services, Consultant will keep the City appraised of the status of performance by delivering the following status reports:

A. Email status updates summarizing questions, progress, and deliverables.

B. Weekly and monthly check-in meetings to discuss project.

IV. All work product is subject to review and acceptance by the City and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City.

A. The City will provide the Consultant team with consolidated review comments after each submittal from the various reviewers within Public Works. Consultant assume the City will need a maximum of two weeks to review plans at each submittal phase. This period is acknowledged in the project schedule.

V. Consultant will utilize the following personnel to accomplish the Services:

A. Alan Loomis, Principal
B. Jesse Jones, Senior Associate
C. Spence Koehler, Associate
D. Mel Gross, Intern
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EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
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EXHIBIT “C”

SCHEDULE OF COMPENSATION
I. Consultant shall perform the following tasks at the following rates:

DESCRIPTION RATE TIME SUB-BUDGET
A. Site Survey (see rates
below for all)
4hrs $7,130
B. 95% Submittal __________ 101hr $23,595
C. 100% Submittal __________ 45hrs $10,211
D. Construction
Administration
__________ 46hrs $8,309
E. Visual
Simulation
__________ 87hrs $8,568
F. Reimbursable
Expenses
__________ _____ $403
III. Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task sub budget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 1.9.

IV. The City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice is to include:

A. Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate.

B. Line items for all materials and equipment properly charged to the Services.

C. Line items for all other approved reimbursable expenses claimed, with supporting documentation.

D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services.

V. The total compensation for the Services shall not exceed the Contract Sum as provided in Section 2.1 of this Agreement.

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VI. The Consultant’s billing rates for all personnel are as shown below:

A. Alan Loomis, Principal, $240/hr.

B. Jesse Jones, Senior Associate, $175/hr.

C. Spence Koehler, Associate, $130/hr.

D. Mel Gross, Intern, $84/hr.

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EXHIBIT “D”

SCHEDULE OF PERFORMANCE
I. Consultant shall perform all services timely in accordance with the following schedule:

Description Days to Perform Deadline Date
A. Site Survey 14 8/1/2022
B. 95% Submittal 30________ 9/1/2022___
C. 100% Submittal 15 10/1/2022
D. Construction
Administration
30 11/1/2022
E. Visual
Simulation
21 10/1/2022
II. Consultant shall deliver the following tangible work products to the City by the following dates.

A. Site Survey (see section above for all)
B. 95% Submittal
C. 100% Submittal
D. Construction Administration
E. Visual Simulation
III. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2.

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STAFF REPORT
TO: MAYOR AND COUNCIL MEMBERS DATE: JUNE 28, 2022
FROM: PUBLIC WORKS DISTRICT(S): CITYWIDE
SUBJECT: APPROVE AMENDMENT NO. 3 TO AGREEMENTS FOR SERVICES FOR WATER DIVISION ON-CALL EMERGENCY SERVICES WITH T. E. ROBERTS, INC., J. DE SIGIO CONSTRUCTION, INC. AND BIG BEN ENGINEERING EXTENDING FOR ONE YEAR EXTENSIONS TO FY 2022/23 IN THE AMOUNT NOT TO EXCEED $125,000 EACH (STRATEGIC PLAN ITEM 8-IFSS)

RECOMMENDATION
That the City Council:

1. Approve Amendments No. 3 with T.E. Roberts, Inc., J. De Sigio Construction, Inc., and Big Ben Engineering extending one year to FY 2022/23 to perform emergency on-call services for the City’s water infrastructure in the amount of $125,000 each; and

2. Authorize the City Manager or his designee to execute Amendment No. 3 with T.E. Roberts, J. De Sigio Construction, and Big Ben Engineering including minimal and/or non-substantive changes.

EXECUTIVE SUMMARY
On July 9, 2019, the City Council approved three contracts for Water Division on-call emergency services with T.E. Roberts, Inc., J. De Sigio Construction, Inc., and Big Ben Engineering. The original contract durations were for one year with the option of extension for five additional years based on the agreement of both parties. The City Council requested that each amendment/extension allowed under the agreement return to the City Council for approval. Amendment No. 3 is requesting authority of the City Manager to execute Amendment No. 3. The purpose of the proposed contracts is to provide the Water Division with additional support during peak periods when routine water/public works repairs are needed and/or when emergency repairs may overwhelm the existing staffing levels (large influx of leaks, lead detection, longterm repairs, etc.). Each of the contracts has a not-to-exceed amount of $125,000 annually.

LEGISLATIVE HISTORY / PREVIOUS ACTIONS
On July 9, 2019, the City Council approved three contracts for Water Division on-call emergency services with T.E. Roberts, Inc., J. De Sigio Construction, Inc., and Big Ben Engineering.

On June 9, 2020, the City approved Amendment No. 1 to the agreement thereby, extending the contract from the closing date of June 30, 2020, to a closing date of June 30, 2021 and an annual not to exceed amount of $125,000.

On April 28, 2021, the City approved Amendment No. 2 to the agreement, thereby extending the contract from the closing date of June 30, 2021, to a closing date of June 30, 2022 and an annual not to exceed amount of $125,000.

DISCUSSION
Amendment No. 3 is requesting authority for the City Manager to execute the amendment and authorizes the City Manager to approve the extension one additional year, which includes Fiscal Year 2022-2023.

The contracts allow for extensions until FY 24/25. For FY23, the overall increase in rates are as follows:

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Staff Report Page 2 of 2
Big Ben Engineering, 3%; J. De Sigio Construction, 1%; and T.E. Roberts, Inc., 1%. Staff approaches the contractors based on lowest the unit prices when the Water division needs assistance.

The purpose of the proposed contracts is to provide the Water Division with additional support during peak periods when routine water/public works repairs are needed and/or when emergency repairs may overwhelm the existing staffing levels (large influx of leaks, leak detection, long-term repairs, etc.). The work includes performing water main/service leak repairs, fire hydrant repairs, valve replacement, pavement repair, and concrete repair maintenance for projects for the city. In case of a severe natural disaster, these contracts may be called upon to support the City as well.

Each of the contracts is a not-to-exceed $125,000 annually. It is difficult to predict how frequently each contract will be utilized due to the frequent changes in weather, potential natural disasters, and the age of the water system. The contracts provide staff with the option to contact these contractors quickly and review the most time effective response at the lowest possible cost based on the work needed. When an emergency arises, staff contacts the contractor with the lowest possible cost based on the work needed.

When an emergency arises, staff contacts the contractor with the lowest hourly rates and adequate remaining balance. If that contractor is unable to fix the leak the same day, staff will contact the next contractor and verify their availability and ability to resolve the emergency the quickest.

FISCAL IMPACT
The contracts are funded from the Water Distribution Contract Services budget (5316570.59100). Costs will vary depending on the nature of the project being assigned. The contracts are designed to be “as needed”. All three contracts may not be utilized to their full capacity depending on the needs of the Water Division. Staff monitors the contract amounts and the budget line each year. The adopted budget amount for Contract Services is $365,000 per fiscal year.

ENVIRONMENTAL DETERMINATION
This activity is not a “project” as defined by Section 21065 of the Public Resources Code or Sections 15060(c)(2), 15060(c)(3), and 15378 of the CEQA Guidelines.

Prepared By Ivy Gonzalez, Administrative Assistant
Concurs With Not Applicable
Reviewed By Alison Sweet, Public Works Director
Certified to Availability of Funds Marie Ricci, Administrative Services Director/City Treasurer Approved By Adam Raymond, City Manager
Legal Review William W. Wynder, City Attorney
CEQA Review Not Applicable
ATTACHMENTS:

A. T.E. Roberts Contract and Amendments 1 & 2
B. B. J. De Sigio Contract and Amendments 1 & 2
C. Big Ben Contract and Amendments 1 & 2
D. Contract Amendment No. 3 for T.E. Roberts
E. Contract Amendment No. 3 for J. De Sigio
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AMENDMENT NO. 2

TO AGREEMENT FOR CONTRACTUAL SERVICES

THIS AMENDMENT TO THE AGREEMENT FOR CONTRACTUAL SERVICES ("Amendment No. 2") by and between the CITY OF GLENDORA, a general law city & municipal corporation ("City") and J. DE SIGIO CONSTRUCTION, INC., a California Corporation ("Contractor") is effective as of the 28th day of April, 2021.

RECITALS
A. City and Contractor entered into that certain Agreement for Contractual Services dated July 9, 2019 ("Agreement") whereby Contractor agreed to provide Water Division On-Call Emergency Services.

B. City and Contractor now desire to amend the Agreement to extend the Term of the Agreement from the close of business on June 30, 2021 to the close of business on June 30, 2022.

TERMS

1. Contract Changes. The Agreement is amended as provided herein. Deleted text is indicated in strikethrough and added text in bold italics. a. 3.4 Term.

Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding oae ( 1) year three (3) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit "D"). The City may, in its sole discretion, extend the Term for five (5) two (2) additional one-year terms. b. EXHIBIT "C" SCHEDULE OF COMPENSATION- Section I. A.

Unit Price List & Hourly Rate Sheet attached within as Exhibit C-1. Rates within bid shall be considered firm for the duration of the contract (July 1, 2019 through Juae 30, 2020 July 1, 2021 through June 30, 2022). There shall be no escalation upon any rates until the yearly renewal period. Upon yearly renewal, rates may be altered to meet current rates should that be necessary. The City reserves the right to accept or reject yearly renewal rate increases containing escalation stipulations as it deems to be in the best interests of the City.
c. EXHIBIT "C-1" SCHEDULE OF COMPENSATION replace the
original Exhibit C-1 in its entirety with the attached Exhibit C-1.2021 Unit Price List.

2. Continuing Effect of Agreement. Except as amended by this Amendment No. 2, the provisions of the Agreement shall remain unchanged and in full force and effect. From and Item #14. Page 103
Meeting Date: 6/28/2022 / Packet Page #: 305
after the date ofthis Amendment No. 2, whenever the term "Agreement" appears in the Agreement, it shall mean the Agreement, as amended by this Amendment No. 2 to the Agreement.

3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Contractor each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation.

Contractor represents and warrants to City that, as of the date of this Amendment No.2, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.

City represents and warrants to Contractor that, as of the date of this Amendment No. 2, Contractor is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.

4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No.2.

5. Authority. The persons executing this Amendment No. 2 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 2 on behalf of said party, (iii) by so executing this Amendment No. 2, such party is formally bound to the provisions of this Amendment , and (iv) the entering into this Amendment No. 2 does not violate any provision of any other agreement to which said party is bound.
[SIGNATURES ON FOLLOWING PAGE]
01240.00011535314.1 -2-
Item #14. Page 104
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.

APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP
William W. Wynder
City Attorney
City Clerk/ ommunications Director
CITY:

CERTIFY AVAILABILITY OF FUNDS:

J Overholt
Administrative Services Director
By: (j_~ a . 1;)+- Nam# JUd)TRDe Sigio
Title: Vice President
Address: 5055 Bleeker Street
Baldwin Park, CA 91706
Two corporate officer signatures required when Contractor is a corporation, with one signature required from each ofthe following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONTRACTOR'S SIGNATURES

SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS

MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR'S BUSINESS ENTITY. 01240.0001/535314.1 -3-
Item #14. Page 105
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.

APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP
/V£~ w'r~ William W. Wynder
City Attorney
ATTEST:

Kathleen R. Sessman
City Clerk/Communications Director
CITY:

City of Glendora, a municipal corporation
Adam Raymond
City Manager
CERTIFY AVAILABILITY OF FUNDS:

June Overholt
Administrative Services Director
CONTRACTOR:

J. De Sigio Construction, Inc.

By: __________________________ ___
Name: D. Scott Walker
Title: Vice President
By: __________________________ ___
Name: Judy R. De Sigio
Title: Vice President
Address: 5055 Bleeker Street
Baldwin Park, CA 91706
Two corporate officer signatures required when Contractor is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONTRACTOR'S SIGNATURES

SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS

MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR'S BUSINESS ENTITY. 01240.00011535314.1 -3-
Item #14. Page 106
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CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189
~:o:o:g:o:o:o:g:g:o:g:o:g:o:o:o:®:®:®:®:®:B:o:B:o:~:o:o:o:o:o:o:o:o:o:o:o:o:o:g:g:~ A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
who proved to me on the basis of satisfactory evidence to be the perso~whose nam@+slۤ~bscribed to the within instrument and acknowledged to me that ~executed the same in ~e~ authorized capacit~ and that by ~r~ignatur~n the instrument the perso~or the entity upon behalf of which the person(s) acted, executed the instrument. ~- .................. ~

YOLANDA PULLEN
~ Notary Public - Californi~ i Los Ang les County ! Commission # 2257265 - ~ .. ~.,o•'~~' My Comm. Exp_irPS Sep 30, 2022
Place Notary Seal and/or Stamp Above
I certify under PENALTY OF PERJURY under the
laws of the State of California that the foregoing
paragraph is true and correct.

WITNESS my hand and official seal.
-------------

OPTIONAL
Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached D]ument \\ 1 _\ .

Hie
Document
or Type
Date
of
:

Document:~l
~,\~ r } (\() \
~
.

Signer(s) Other Than Named Above: ________________________ _ Capacity(ies) Claimed by Signer(s)
Signer's Name: ____________ _ Signer's Name:
o Corporate Officer - Title(s): ______ _ o Corporate Officer - Title(s): ______ _ o Partner - o Limited o General o Partner - o Limited o General o Individual o Attorney in Fact o Individual o Attorney in Fact o Trustee o Guardian or Conservator o Trustee o Guardian or Conservator o Other: o Other:

Signer is Representing: ___________ _ Signer is Representing: ___________ _ o:o:g:g:o:g:g:o:o:g:g:g:g:o:o:o:o:o:o:@l§llli§:o:o:!J:o:o:o:o:• ©2019 National Notary Association
Item #14. Page 107
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EXHIBIT C-1.2021

UNIT PRICE LIST
WORK IDENTIFICATION: Water Division On-Call Emergency Services Contract NAME OF BIDDER: J. De Sigio Construction. Inc.

ADDRESS: 5055 Bleeker Street. Baldwin Park, CA 91706 PHONE NO: _ _.(~6!::.:26::..~)c...4:..::8c:::.0....::-0:..::5c:::.5.::<.0 __ APPROX.

ITEM QUANTITY UNIT DESCRIPTION

1. 2.

3. 1

4. 1

5. 1

6. 1

7. 1
01240.00011535314.1
I Per hr I Gang Truck
I Per hr I Flat Bed Truck
I Per hr I Pickup/Service Truck
I Per hr I Dump Truck
Per I Water Truck
day .

I Per hr I Welding Truck
I Per hr I Backhoe
-6-

UNIT PRICE
(Figures)
I $44.00
I $44.00
I $36.00
1 $71.00
I $445.00
1$125.00
1$78.00
Item #14. Page 108
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EXHIBIT C-1.2021

UNIT PRICE LIST
WORK IDENTIFICATION: Water Division On-Call Emergency Services Contract NAME OF BIDDER: J. De Sigio Construction, Inc.

APPROX.

ITEM QUANTITY

8. II
01240.00011535314.1

UNIT DESCRIPTION
I Per hr / Backhoe Hydraulic Breaker
-7-

UNIT PRICE
(Figures)
$175.00
Item #14. Page 109
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EXHIBIT C-t.202t

UNIT PRICE LIST
WORK IDENTIFICATION: Water Division On-Call Emergency Services Contract NAME OF BIDDER: J. De Sigio Construction. Inc.

APPROX.

ITEM QUANTITY

16. I t

17. I t

18. I t

19. I t

20. I t
21 . I t

22. I t

23. I t
01240.0001/535314.1

UNIT DESCRIPTION
I Per hr I Construction Signs
I Per hr I Barr/Delineator/Cones
I Per hr I Traffic Plates
I Per day I Compactor
I Per day I Arrow Board
I Per day I Water Pump
I Per day I Hydro Test Pump
I Per day I Missile/Puller
-8-

UNIT PRICE
(Figures)
I $3.00
I $3.00
I $10.00
I $288.00
I $288.00
1$280.00
I $280.00
I $160.00
Item #14. Page 110
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EXHIBIT C-1.2021

UNIT PRICE LIST
WORK IDENTIFICATION: Water Division On-Call Emergency Services Contract NAME OF BIDDER: J. De Sigio Construction. Inc.

APPROX.

ITEM QUANTITY

24. 11

25. 11

26. 11

27. 11
01240.0001/535314.1

UNIT DESCRIPTION
I Per day I Shoring
I Per day I Cut Off Saw
I Per Inch I Tapping Machine
I Per hr I Outside Trucking
-9-

UNIT PRICE
(Figures)
I $525.00
I $80.00
I $150.00
I $180.00
Item #14. Page 111
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EXHIBIT C-I.202I

HOURLY LABOR RATES PRICE LIST
WORK IDENTIFICATION: Water Division On-Call Emergenc~ Services Contract NAME OF BIDDER: J. De Sigio Construction, Inc.

APPROX. HOURLY OVERTIME PREMIUM

ITEM QUANTITY UNIT DESCRIPTION RATE RATE RATE

1. II I Perhr I Foreman
I $114.00 I $171.00 I $228.00

2. II I Perhr I Operator
I $124.00 I $186.00 I $248.00

3. II I Perhr I Pipelayer
I $97.00 I $145.50 I $194.00

4. II I Perhr I Laborer
I $70.00 I $105.00 I $140.00

5. II I Per hr I Truck Driver
$100.00 $150.00 $200.00

6. II I Per hr J Welder/Fitter
$125.00 $187.50 $250.00
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AMENDMENT NO. 2

TO AGREEMENT FOR CONTRACTUAL SERVICES

THIS AMENDMENT TO THE AGREEMENT FOR CONTRACTUAL SERVICES ("Amendment No. 2") by and between the CITY OF GLENDORA, a general law city & municipal corporation ("City") and BIG BEN ENGINEERING, a California Corporation ("Contractor") is effective as of the 28th day of April, 2021.

RECITALS
A. City and Contractor entered into that certain Agreement for Contractual Services dated July 9, 2019 ("Agreement") whereby Contractor agreed to provide Water Division On-Call Emergency Services.

B. City and Contractor now desire to amend the Agreement to extend the Term of the Agreement from the close of business on June 30, 2021 to the close of business on June 30, 2022.

TERMS

1. Contract Changes. The Agreement is amended as provided herein. Deleted text is indicated in strikethrough and added text in bold italics. a. 3.4 Term.

Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) year three (3) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit "D"). The City may, in its sole discretion, extend the Term for five (5) two (2) additional one-year terms. b. EXHIBIT "C" SCHEDULE OF COMPENSATION- Section I. A.

Unit Price List & Hourly Rate Sheet attached within as Exhibit C-1. Rates within bid shall be considered firm for the duration of the contract (Jtlly 1, 2019 through June 30, 2020 July 1, 2021 through June 30, 2022). There shall be no escalation upon any rates until the yearly renewal period. Upon yearly renewal, rates may be altered to meet current rates should that be necessary. The City reserves the right to accept or reject yearly renewal rate increases containing escalation stipulations as it deems to be in the best interests of the City.
c. EXHIBIT "C-1" SCHEDULE OF COMPENSATION replace the original Exhibit C-1 in its entirety with the attached Exhibit C-1.2021 Unit Price List.

2. Continuing Effect of Agreement. Except as amended by this Amendment No.2, the provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 2, whenever the term "Agreement" appears in the Agreement, it shall mean the Agreement, as amended by this Amendment No.2 to the Agreement.

Item #14. Page 157
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3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Contractor each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation.

Contractor represents and warrants to City that, as of the date of this Amendment No. 2, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.

City represents and warrants to Contractor that, as of the date of this Amendment No. 2, Contractor is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.

4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No.2.

5. Authority. The persons executing this Amendment No.2 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 2 on behalf of said party, (iii) by so executing this Amendment No.2, such party is formally bound to the provisions of this Amendment, and (iv) the entering into this Amendment No. 2 does not violate any provision of any other agreement to which said party is bound.
[SIGNATURES ON FOLLOWING PAGE]
01240.00011535314.1 -2-
Item #14. Page 158
Meeting Date: 6/28/2022 / Packet Page #: 360
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.

APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP
William W. Wynder
City Attorney
City Clerk/Communications Director
CITY:

CERTIFY AVAILABILITY OF FUNDS:

J Overholt
1\ mimstrahve Services Director
CONTRACTOR:

Big Ben Engineering K
Name:

By: Sep ~ Sharifi
Title: P t
Address: 4790 Irvine Blvd., #105-404
Irvine, CA 92620
Two corporate officer signatures required when Contractor is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONTRACTOR'S SIGNATURES

SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS

MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR'S BUSINESS ENTITY. 01240.0001/535314.1 -3-
Item #14. Page 159
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.

APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP
Wd~w ~ William W. Wynder
City Attorney
ATTEST:

Kathleen R. Sessman
City Clerk/Communications Director
CITY:

City of Glendora, a municipal corporation
Adam Raymond
City Manager
CERTIFY AVAILABILITY OF FUNDS:

June Overholt
Administrative Services Director
CONTRACTOR:

Big Ben Engineering
By: ____________________________ _
Name: Sep Sharifi
Title: President
By: __________________________ ___
Name: Jennifer Sharifi
Title: Secretary
Address: 4790 Irvine Blvd., #105-404
Irvine CA 92620
Two corporate officer signatures required when Contractor is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONTRACTOR'S SIGNATURES

SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS

MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR'S BUSINESS ENTITY. 01240.0001/535314.1 -3-
Item #14. Page 160
Meeting Date: 6/28/2022 / Packet Page #: 362

CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT
A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County of Orange }
On ---~-~---'{=-----:7--~'--'l.___?-<>_~ _____ ,, before me, ---=S-=-eo=n~g:uj=o-"'K=i=m"'-----'-N=-..:....=:o..::.:ta=ry...t---=.P--"u=b=li=c, personally appeared ----~S:..L~=r=.:..=.!._r_~S..._._.h'-"'~"-'-tt-'-~--"f.-'-; _____________ _ who proved to me on the basis of satisfactory evidence to be the person(~ whose name( ()G)/are subscribed to the within instrument and acknowledged to me thatdij/she/they executed the same in ~/her/their authorized capacity(i~), and that by diGiher/their signature~ on the instrument the person0, or the entity upon behalf of which the person~ acted, executed the instrument.

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

WITNESS my hand and official seal.

PLACE NOTARY SEAL ABOVE
SIGNATURE ~~ 71{__
Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document.

Description of attached document
Title or type of document:-----------~--------------
Document Date: __________ -1-_____ Number of Pages: ______ _ Signer(s) Other than Named Above: ____________________ _ Item #14. Page 161
Meeting Date: 6/28/2022 / Packet Page #: 363

CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT
A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County of Orange }
On 6?{ 1-Cf / ~ .?-1 , before me, Seongjo Kim Notary Public, personally appeared ___ y'-'e,_V\'--'-'-'V\-'-I_i~____:_ __ <;.L.!..:.ha.=-'--n.:_-€.._,i,___ _____________ _ who proved to me on the basis of satisfactory evidence to be the person(,sr whose name(fl ~are subscribed to the within instrument and acknowledged to me that he@/they executed the same in his~ their authorized capacity(j/s ), and that by hisfli:q/their signature(/) on the instrument the person((5, or the entity upon behalf of which the person~ acted, executed the instrument.

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

WITNESS my hand and official seal.

PLACE NOTARY SEAL ABOVE
SIGNATURE~ ::::::::-"7[) ;;vt.(_____
Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document.

Description of attached document
Title or type of document: ------------+--------------- Document Date: __________ ----,1-_____ Number of Pages: _______ _ Signer(s) Other than Named Above: ____________________ _ Item #14. Page 162
Meeting Date: 6/28/2022 / Packet Page #: 364
EXHIBIT C-1 .2021

UNIT PRICE LIST
WORK IDENTIFICATION: Water Division On-Call Emergency Services Contract NAME OF BIDDER: Big Ben Engineering
ADDRESS: 4790 Irvine Blvd. #105-404. Irvine. CA 92620 PHONE NO: (949) 400-1800 APPROX.

ITEM QUANTITY UNIT DESCRIPTION

1. 1 I Per hr I Gang Truck

2. I Per hr I Flat Bed Truck

3. 1 I Per hr I Pickup/Service Truck

4. 1 I Per hr I Dump Truck

5. I Per hr I Water Truck

6. I Per hr I Welding Truck

7. I Per hr I Backhoe
01240.0001/535314.1 -6-

UNIT PRICE
(Figures)
I $15.00
I $20.00
I $15.00
I $85.00
I $45.00
I $65.00
I $45.00
Item #14. Page 163
Meeting Date: 6/28/2022 / Packet Page #: 365
EXHIBIT C-1 .2021

UNIT PRICE LIST
WORK IDENTIFICATION: Water Division On-Call Emergency Services Contract NAME OF BIDDER: Big Ben Engineering
APPROX.

ITEM QUANTITY

8. 11

9. 11

10. 11
11 . 11

12. 11

13. 11

14. 11

15. 11
01240.0001/535314.1

UNIT DESCRIPTION
I Per hr I Backhoe Hydraulic Breaker
I Perhr I Back Hoe Crawler
I Perhr I Trailer
I Perhr I Loader
I Perhr I Crane RIT 15 to 20 ton
I Perhr I Stamper
I Perhr I Air Compressor
I Perhr I Skid Steer w/ Broom
-7-

UNIT PRICE
(Figures)
$20.00
I $55.00
I $25.00
1$55.00
I$ 250.00
1$100.00
I $25.00
I $45.00
I
I
I
I
I
I
I
Item #14. Page 164
Meeting Date: 6/28/2022 / Packet Page #: 366
EXHIBIT C-1.2021

UNIT PRICE LIST
WORK IDENTIFICATION: Water Division On-Call Emergency Services Contract NAME OF BIDDER: Big Ben Engineering
APPROX.

ITEM QUANTITY

16. II

17. II

18. II

19. II

20. II

21. II

22. II

23. II
01240.00011535314.1

UNIT DESCRIPTION
I Per hr I Construction Signs
I Per hr I Barr/Delineator/Cones
I Perhr I Traffic Plates
I Per day I Compactor
I Per day I Arrow Board
I Per day I Water Pump
I Per day I Hydro Test Pump
I Per day I Missile/Puller
-8-

UNIT PRICE
(Figures)
I $10.00
$15.00
I $40.00
1$5000
I $150.00
1$40.00
I $4000
I $150.00
I
I
I
I
I
I
Item #14. Page 165
Meeting Date: 6/28/2022 / Packet Page #: 367
EXHIBIT C-1.2021

UNIT PRICE LIST
WORK IDENTIFICATION: Water Division On-Call Emergency Services Contract NAME OF BIDDER: Big Ben Engineering
APPROX.

ITEM QUANTITY

24. 11

25. 11

26. 11

27. 11
01240.0001/535314.1

UNIT DESCRIPTION
I Per day I Shoring
I Per day I Cut Off Saw
I Per Inch I Tapping Machine
I Per hr I Outside Trucking
-9-

UNIT PRICE
(Figures)
I $750.00
I $50.00
I $150.00
I $100.00
Item #14. Page 166
Meeting Date: 6/28/2022 / Packet Page #: 368
EXHIBIT C-I.202I

HOURLY LABOR RATES PRICE LIST
WORK IDENTIFICATION: Water Division On-Call Emergenc~ Services Contract NAME OF BIDDER: Big Ben Engineering
APPROX. HOURLY OVERTIME PREMIUM

ITEM QUANTITY UNIT DESCRIPTION RATE RATE RATE

1. II I Perhr I Foreman
I $90.00 I $135.00 I $180.00

2. II I Per hr I Operator
I $100.00 I $150.00 I $200.00

3. II I Perhr I Pipelayer
I $79.00 I $118.50 1$158.00

4. II I Perhr I Laborer
I $77.00 I $115.50 I $154.00

5. II I Perhr I Truck Driver
I $45.00 I $67.50 I $90.00

6. II I Per hr I Welder/Fitter
$100.00 $150.00 $200.00
Item #14. Page 167
Meeting Date: 6/28/2022 / Packet Page #: 369
AMENDMENT NO. 3

TO AGREEMENT FOR CONTRACTUAL SERVICES

THIS AMENDMENT TO THE AGREEMENT FOR CONTRACTUAL SERVICES (“Amendment No. 3”) by and between the CITY OF GLENDORA, a general law city & municipal corporation (“City”) and T.E. ROBERTS, INC., a California Corporation (“Contractor”) is effective as of the 28th day of June, 2022.

RECITALS
A. City and Contractor entered into that certain Agreement for Contractual Services dated July 9, 2019 (“Agreement”) whereby Contractor agreed to provide Water Division On-Call Emergency Services.

B. City and Contractor now desire to amend the Agreement to extend the Term of the Agreement from the close of business on June 30, 2022 to the close of business on June 30, 2023.

TERMS

1. Contract Changes. The Agreement is amended as provided herein. Deleted text is indicated in strikethrough and added text in bold italics. a. 3.4 Term
“Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) year two (2) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit “D”. The City may, in its sole discretion, extend the Term for five (5) one (1) additional one-year term provided the Contract Officer gives written notice of the same not later than sixty (60) calendar days prior to the expiration of the Term.”
b. EXHIBIT “C” SCHEDULE OF COMPENSATION – Section I. A. “Unit Price List & Hourly Rate Sheet Attached within as Exhibit C-1. Rates within bid shall be considered firm for the duration of the contract (July, 1, 2019 through June 30, 2022 July 1, 2022 through June 30, 2023). There shall be no escalation upon any rates until the yearly renewal period. Upon yearly renewal, rates may be altered to meet current rates should that be necessary. The City reserves the right to accept or reject yearly renewal rate increases containing escalation stipulations as it deems to be in the best interest of the City.”
c. EXHIBIT “C-1” SCHEDULE OF COMPENSATION replace the original Exhibit C-1 in its entirety with the attached Exhibit C-1.2022 Unit Price List.

2. Continuing Effect of Agreement. Except as amended by this Amendment No. 3, the provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 3, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by this Amendment No. 3 to the Agreement.

DocuSign Envelope ID: 1C74FD08-0695-4241-9DA1-E0812D64DE10 Item #14. Page 168
Meeting Date: 6/28/2022 / Packet Page #: 370
Project Name, Plan No.
####
-2-

3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Contractor each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation.

Contractor represents and warrants to City that, as of the date of this Amendment No. 3, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.

City represents and warrants to Contractor that, as of the date of this Amendment No. 3, Contractor is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.

4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 3.

5. Authority. The persons executing this Amendment No. 3 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 3 on behalf of said party, (iii) by so executing this Amendment No. 3, such party is formally bound to the provisions of this Amendment , and (iv) the entering into this Amendment No. 3 does not violate any provision of any other agreement to which said party is bound.
[SIGNATURES ON FOLLOWING PAGE]
DocuSign Envelope ID: 1C74FD08-0695-4241-9DA1-E0812D64DE10 Item #14. Page 169
Meeting Date: 6/28/2022 / Packet Page #: 371
Project Name, Plan No.
####
-3-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.

CITY:

City of Glendora, a municipal corporation
Adam Raymond
City Manager
APPROVED AS TO FORM: CERTIFY AVAILABILITY OF FUNDS:

ALESHIRE & WYNDER, LLP
William W. Wynder
City Attorney
Marie Ricci
Administrative Services Director/City Treasurer
ATTEST:

Kathleen R. Sessman
City Clerk/Communications Director
CONTRACTOR:

T.E. Roberts, Inc.

Name: Timothy Roberts
Title: President
[email protected]
Name: Justin Roberts
Title: Secretary
[email protected]
Address: 17771 Mitchell North
Irvine, CA 92614
Two corporate officer signatures required when Contractor is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONTRACTOR’S SIGNATURES

SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS

MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR’S BUSINESS ENTITY
DocuSign Envelope ID: 1C74FD08-0695-4241-9DA1-E0812D64DE10 May 28, 2022 | 6:52 AM PDT
May 28, 2022 | 4:05 PM PDT
Item #14. Page 170
Meeting Date: 6/28/2022 / Packet Page #: 372
AMENDMENT NO. 3

TO AGREEMENT FOR CONTRACTUAL SERVICES

THIS AMENDMENT TO THE AGREEMENT FOR CONTRACTUAL SERVICES (“Amendment No. 3”) by and between the CITY OF GLENDORA and a general law city & municipal corporation (“City”) and J. DE SIGIO CONSTRUCTION, INC., a California Corporation (“Contractor”) is effective as of the 28th day of June, 2022.

RECITALS
A. City and Contractor entered into that certain Agreement for Contractual Services dated July 9, 2019 (“Agreement”) whereby Contractor agreed to provide Water Division On-Call Emergency Services.

B. City and Contractor now desire to amend the Agreement to extend the Term of the Agreement from the close of business of June 30, 2022 to close of business on June 30, 2023.

TERMS

1. Contract Changes. The Agreement is amended as provided herein. Deleted text is indicated in strikethrough and added text in bold italics. a. 3.4 Term.
“Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) year two (2) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit “D”). The City may, in its sole discretion, extend the Term for five (5) one (1) additional one-year term provided the Contract Officer gives written notice of the same not later than sixty (60) calendar days prior to the expiration of the Term.”
b. EXHIBIT “C” SCHEDULE OF COMPENSATION – Section I. A. “Unit Price List & Hourly Rate Sheet attached within as Exhibit C-1. Rates within bid shall be considered firm for the duration of the contract (July 1, 2019 through June 30, 2022 July 1, 2022 through June 30, 2023). There shall be no escalation upon any rates until the yearly renewal period. Upon yearly renewal, rates may be altered to meet current rates should that be necessary. The City reserves the right to accept or reject yearly renewal rate increases containing escalation stipulations as it deems to be in the best interest of the City.”
c. EXHIBIT “C-1” SCHEDULE OF COMPENSATION replace the original EXHIBIT C-1 in its entirety with the attached Exhibit C-1.2021 Unit Price List.

DocuSign Envelope ID: 0A6B7B9E-DB9E-4451-B46A-9CFA42BEB5C5 Item #14. Page 171
Meeting Date: 6/28/2022 / Packet Page #: 373

2. Continuing Effect of Agreement. Except as amended by this Amendment No. 3, the provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No.3, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by this Amendment No. 3 to the Agreement.

3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Contractor each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation.

Contractor represents and warrants to City that, as of the date of this Amendment No. 3, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.

City represents and warrants to Contractor that, as of the date of this Amendment No. 3, Contractor is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.

4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 3.

5. Authority. The persons executing this Amendment No. 3 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 3 on behalf of said party, (iii) by so executing this Amendment No. 3, such party is formally bound to the provisions of this Amendment , and (iv) the entering into this Amendment No. 3 does not violate any provision of any other agreement to which said party is bound.
[SIGNATURES ON FOLLOWING PAGE]
DocuSign Envelope ID: 0A6B7B9E-DB9E-4451-B46A-9CFA42BEB5C5 Item #14. Page 172
Meeting Date: 6/28/2022 / Packet Page #: 374
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.

CITY:

City of Glendora, a municipal corporation
Adam Raymond
City Manager
APPROVED AS TO FORM: CERTIFY AVAILABILITY OF FUNDS:

ALESHIRE & WYNDER, LLP
William W. Wynder
City Attorney
Marie Ricci
Administrative Services Director/City Treasurer
ATTEST:

Kathleen R. Sessman
City Clerk/Communications Director
CONTRACTOR:

J. De Sigio Construction, Inc.

Name: D. Scott Walker
Title: Vice President
[email protected]
Name: Judy R. De Sigio
Title: Vice President
[email protected]
Address: 5055 Bleeker Street
Baldwin Park, CA 91706
Two corporate officer signatures required when Contractor is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONTRACTOR’S SIGNATURES

SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS

MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR’S BUSINESS ENTITY.

DocuSign Envelope ID: 0A6B7B9E-DB9E-4451-B46A-9CFA42BEB5C5 May 27, 2022 | 7:25 AM PDT
May 31, 2022 | 8:48 AM PDT
Item #14. Page 173
Meeting Date: 6/28/2022 / Packet Page #: 375
AMENDMENT NO. 3

TO AGREEMENT FOR CONTRACTUAL SERVICES

THIS AMENDMENT TO THE AGREEMENT FOR CONTRACTUAL SERVICES (“Amendment No. 3”) by and between the CITY OF GLENDORA, a general law city & municipal corporation (“City”) and BIG BEN ENGINEERING, INC., a California Corporation (“Contractor”) is effective as of the 28th day of June, 2022.

RECITALS
A. City and Contractor entered into that certain Agreement for Contractual Services dated July 9, 2019 (“Agreement”) whereby Contractor agreed to provide Water Division On-Call Emergency Services.

B. City and Contractor now desire to amend the Agreement to extend the Term of the Agreement from the close of business on June 30, 2022 to the close of business on June 30, 2023.

TERMS

1. Contract Changes. The Agreement is amended as provided herein. Deleted text is indicated in strikethrough and added text in bold italics. a. 3.4 Term
“Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) year two (2) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit “D”. The City may, in its sole discretion, extend the Term for five (5) one (1) additional one-year term provided the Contract Officer gives written notice of the same not later than sixty (60) calendar days prior to the expiration of the Term.”
b. EXHIBIT “C” SCHEDULE OF COMPENSATION – Section I. A. “Unit Price List & Hourly Rate Sheet attached within as Exhibit C-1. Rates within bid shall be considered firm for the duration of the contract (July, 1, 2019 through June 30, 2022 July 1, 2022 through June 30, 2023). There shall be no escalation upon any rates until the yearly renewal period. Upon yearly renewal, rates may be altered to meet current rates should that be necessary. The City reserves the right to accept or reject yearly renewal rate increases containing escalation stipulations as it deems to be in the best interests of the City."
c. EXHIBIT “C-1” SCHEDULE OF COMPENSATION replace the original Exhibit C-1 in its entirety with the attached Exhibit C-1.2022 Unit Price List.

DocuSign Envelope ID: D86F79CD-84E1-4865-A01A-495983287E31 Item #14. Page 174
Meeting Date: 6/28/2022 / Packet Page #: 376

2. Continuing Effect of Agreement. Except as amended by this Amendment No. 3, the provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 3, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by this Amendment No. 3 to the Agreement.

3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Contractor each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation.

Contractor represents and warrants to City that, as of the date of this Amendment No. 3, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.

City represents and warrants to Contractor that, as of the date of this Amendment No. 3, Contractor is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.

4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 3.

5. Authority. The persons executing this Amendment No. 3 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 3 on behalf of said party, (iii) by so executing this Amendment No. 3 , such party is formally bound to the provisions of this Amendment , and (iv) the entering into this Amendment No. 3 does not violate any provision of any other agreement to which said party is bound.
[SIGNATURES ON FOLLOWING PAGE]
DocuSign Envelope ID: D86F79CD-84E1-4865-A01A-495983287E31 Item #14. Page 175
Meeting Date: 6/28/2022 / Packet Page #: 377
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.

CITY:

City of Glendora, a municipal corporation
Adam Raymond
City Manager
APPROVED AS TO FORM: CERTIFY AVAILABILITY OF FUNDS:

ALESHIRE & WYNDER, LLP
William W. Wynder
City Attorney
Marie Ricci
Administrative Services Director/City Treasurer
ATTEST:

Kathleen R. Sessman
City Clerk/Communications Director
CONTRACTOR:

Big Ben Engineering
Name: Sep Sharifi
Title: President
[email protected]
Name: Jennifer Sharifi
Title: Secretary
[email protected]
Address: 4790 Irvine Blvd., #105-404
Irvine, CA 92620
Two corporate officer signatures required when Contractor is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONTRACTOR’S SIGNATURES

SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS DocuSign Envelope ID: D86F79CD-84E1-4865-A01A-495983287E31 May 29, 2022 | 7:43 PM PDT
May 27, 2022 | 6:57 AM PDT
Item #14. Page 176
Meeting Date: 6/28/2022 / Packet Page #: 378

MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR’S BUSINESS ENTITY.

DocuSign Envelope ID: D86F79CD-84E1-4865-A01A-495983287E31 Item #14. Page 177
Meeting Date: 6/28/2022 / Packet Page #: 379
Item #14. Page 178
Meeting Date: 6/28/2022 / Packet Page #: 380
Item #14. Page 179
Meeting Date: 6/28/2022 / Packet Page #: 381
J. DE SIGIO CONSTRUCTION, INC.
5055 Bleecker Street, Baldwin Park, CA 91706
Telephone: 626-480-8900 Fax: 626-480-0550

LABOR REGULAR TIME
SUPERINTENDENT $ HR 145.00 HR 217.50$ $ 290.00 HR
FOREMAN $ HR 118.00 HR 177.00$ $ 236.00 HR
OPERATOR HR 128.00$ HR 192.00$ $ 256.00 HR
TRUCK DRIVER $ HR 102.00 HR 153.00$ $ 204.00 HR
LABORS / PIPE LAYER HR 100.00$ HR 150.00$ $ 200.00 HR
LABORS $ HR 73.00 HR 109.50$ $ 146.00 HR
** WELDER $ HR 128.00 HR 192.00$ $ 256.00 HR

EQUIPMENT
ARROW BOARD HR 36.00$ ** TRUCK / SAW CUTTING $ 156.00 HR BACK HOE - 410 $ HR 60.00 TRUCK / TOOL $ 44.00 HR
BACK HOE - 710 $ HR 78.00 ** TRUCK / WELDING $ 125.00 HR COMPACTION WHEEL HR 45.00$ VIBRAPLATE $ 36.00 HR
COMPACTOR / JUMPING JACK HR 36.00$ WATER BUFFALO $ 30.00 HR COMPRESSOR $ HR 36.00 $ 35.00 HR
HOT TAP 1" OR 2" $ EA 240.00
JACK HAMMER $ HR 30.00 BACK HOE - 710 W/BREAKER $ DAY 1,250.00 ** ROLLER / ASPHALT HR 66.00$ CEMENT MIXER $ 150.00 DAY ROLLER / TRENCH COMPACTOR $ HR 42.00 DELINEATORS / SIGNS(4 signes & $ DAY 42.00 SKID STEER W/BUCKET $ HR 54.00 EXCAVATOR (4500 Lbs) $ DAY 975.00 ** SKID STEER W/COLD PLANER $ HR LIGHT TOWER 200.00 84.00 $ DAY SKID STEER W/SWEEPER $ HR TRUCK / BOOM 1,600.00 60.00 $ DAY STOMPER / DROP HAMMER 72.00$ HR TRUCK / WATER $ 445.00 DAY TEST PUMP $ HR 35.00
TRUCK / DUMP (BOBTAIL) $ HR DUMP FEE 59.00 *(PER LOAD @ COST PLUS) TRUCK / DUMP (SUPER 10) $ HR LOADER 71.00 *(RENTAL @ COST PLUS) TRUCK / END DUMP $ HR 144.00 SHORING / TRENCH PLATES *(RENTAL @ COST PLUS) TRUCK / FOREMAN $ HR 36.00 STREET SWEEPER *(RENTAL @ COST PLUS) * RENTAL BACK HOE W/OPERATOR 240.00 $ HR
EMERGENCY NO.S MOBILE EMERGENCY CALLOUT
1) JULIAN DE SIGIO III 626-222-9095 MOBILIZATION 2,500.00 $ LS 2) JULIAN DE SIGIO Jr. (Move On)
3) SCOTT WALKER DEMOBILIZATION 2,500.00 $ LS
(Move Off)
* For Emergency work and/or when JDC Operators are not availible **

1.)

2.)

3.)

4.)

5.) RATES EFFECTIVE THROUGH 12/31/2018.

6.) EMERGENCY CALLS - CLIENT IS RESPONSIBLE FOR NOTIFYING "EMERGENCY USA".

RATES START WHEN EQUIPMENT & PERSONEL LEAVE EXISTING LOCATION AND STOP WHEN BACK AT SITE OR OUR YARD ON BLEECKER STREET IN BALDWIN PARK.

WATER PUMP
626-222-4876
ITEMS NOTED WITH DOUBLE STAR HAVE A 4 HOUR MINIMUM.

TIME & ONE HALF LABOR RATE FOR ALL WORK AFTER 3:00 P.M. WEEKDAYS AND ALL SATURDAYS.

DOUBLE TIME LABOR RATE AFTER 12 HOURS ON WEEKDAYS OR SATURDAYS, ALL SUNDAYS AND ALL MAJOR HOLIDAYS.

INVOICES (AND/OR) MATERIAL OR VENDORS CHARGES AS WRITTEN, PLUS 20% MARKUP. 626-945-0427
2022

LABOR & EQUIPMENT PRICE LIST

TIME & ONE HALF DOUBLE TIME
Item #14. Page 180
Meeting Date: 6/28/2022 / Packet Page #: 382

UNIT PRICE LIST
!Exhibit C-1
WORK IDENTIFICATION: Water Division On-Call Emergency Services Contract NAME OF BIDDER: ___ _,B::..:.i.:i...::q Bc:=:e.:..:.n--=En:.:..""q"'"ine=ec:=: .:..:.ri:.:..ng __________________ _ ADDRESS: 4790 Irvine Blvd. #105-404. Irvine, CA 92620 PHONE NO: 949-400-1800 APPROX.

ITEM QUANTITY UNIT DESCRIPTION
�T-1-I Per hr I Gang Truck
Twenty & 00/100
UNIT PRICE (Words)

2. I 1 I Per hr I Flat Bed Truck
Twenty-Five & 00/100
UNIT PRICE !Words)

3. I 1 I Per hr I Pickup/Service Truck
Twenty-Five & 00/100
UNIT PRICE !Words)

4. I 1 I Per hr I Dump Truck
One Hundred Eight& 00/10
UNIT PRICE (Words)

5. I 1 I Per hr I Water Truck
Fifty & 00/100
UNIT PRICE !Words)

6. I 1 I Per hr I Welding Truck
Sixty-Five & 00/100
UNIT PRICE !Words)

7. I 1 I Per hr I Backhoe
Fifty & 00/100
UNIT PRICE !Words)

$
$
$
$
$
$
$

UNIT PRICE
(Figures)

20.00 25.00

25.00 108.00

50.00 65.00

50.00 TOTAL PRICE
(Figures
$ 20.00
$ 25.00
$ 25.00
$ 108.00
$ 50.00
$ 65.00
$ 50.00
SUB-TOTAL BID pg.1: ________ _
City of Glendora On-Call Emergency Serdces
2022 RATES Item #14. Page 181
Meeting Date: 6/28/2022 / Packet Page #: 383

UNIT PRICE LIST
:--1Exhibit C-1
WORK IDENTIFICATION: Water Division On-Call Emergency Services Contract NAME OF BIDDER: ___ e::.B1·g,.,,'"'B"-"e""-n,._,E=-=n-"'g"-"in"-'e"""e"'-ri""n..,._g ___________________ _ APPROX.

ITEM QUANTITY

8. I 1

9. I 1

10. I 1

UNIT DESCRIPTION
I Per hr I Backhoe Hydraulic Breaker
Twenty & 00/100
UNIT PRICE (Words)
I Per hr I Back Hoe Crawler
Fifty-Five & 00/100
UNIT PRICE (Words)
I Per hr I Trailer
Twenty-Five & 00/100
UNIT PRICE (Words)

11. I 1
I Per hr I Loader
Fifty-Five & 00/100
UNIT PRICE (Words)

12. 11
I Per hr I Crane R/T 15 to 20 ton
Two Hundred Fifty & 00/100
UNIT PRICE (Words)

13. I I
I Per hr I Stemper
One Hundred & 00/100
UNIT PRICE (Words)

14. 11
I Per hr I Air Compressor
Twenty-Five & 00/100
UNIT PRICE (Words)

15. I 1
I Per hr I Skid Steer w/ Broom
Forty-Five & 00/100
UNIT PRICE twordsl
$
$
$

UNIT PRICE
(Figures)
$ 20.00
$ 55.00
$ 25.00
$ 55.00
$ 250.00
100.00

25.00 45.00

TOTAL PRICE
(Figures)
$ 20.00
$ 55.00
$ 25.00
$ 55.00
$ 250.00
$ 100.00
$ 25.00
$ 45.00
SUB-TOTAL BID PAGE 2: _______ _

City of Glendora 011-Call Emergency Services
Item #14. Page 182
Meeting Date: 6/28/2022 / Packet Page #: 384

UNIT PRICE LIST
WORK IDENTIFICATION: Water Division On-Call Emergency Services Contract NAME OF BIDDER: Big Ben Engineering
APPROX.

ITEM QUANTITY
·--

8. I 1

9. I I

10. I 1

11. I 1

12. I 1

13. 11

14. I I

15. I I

UNIT DESCRIPTION
I Per hr I Construction Signs
Ten & 00/100
UNIT PRICE /Words\
I Per hr I Barr/Delineator/Cones
Fifteen & 00/100
UNIT PRICE /Words\
I Per hr I Traffic Plates
Forty & 00/100
UNIT PRICE !Words\
I Per day I Compactor
Fifty & 00/100
UNIT PRICE /Words\
I Per day I Arrow Board
One Hundred Fifty & 00/100
UNIT PRICE (Words)
I Per day I Water Pump
Forty & 00/100
UNIT PRICE /Wordsl
I Per day I Hydro Test Pump
Forty & 00/100
UNIT PRICE (Words\
I Per day I Missile/Puller
One Hundred Fifty & 00/100
UNIT PRICE (Words\
SUB-TOTAL BID PAGE 3:
$
$
$

UNIT PRICE
(Figures)
$ 10.00
$ 15.00
$ 40.00
$ 50.00
$ 150.00

40.00 40.00
150.00

TOTAL PRICE
(Figures)
$ 10.00
$ 15.00
$ 40.00
$ 50.00
$ 150.00
$ 40.00
$ 40.00
$ 150.00
City of Glendora On-Call Emergency Services
Item #14. Page 183
Meeting Date: 6/28/2022 / Packet Page #: 385

UNIT PRICE LIST
WORK IDENTIFICATION: Water Division On-Call Emergency Services Contract NAME OF BIDDER: Big Ben Engineering
APPROX.

ITEM QUANTITY

8. 11

UNIT DESCRIPTION
I Per day I Shoring
Seven Hundred Fifty & 00/100
UNIT PRICE (Words)

9. I I
I Per day I Cut Off Saw
Fifty & 00/100
UNIT PRICE rwordsl

10. I I
I Per Inch I Tapping Machine
One Hundred Fifty & 00/100
UNIT PRICE /Words)

11. I I
I Per hr I Outside Trucking
One Hundred Ten & 00/100
UNIT PRICE (Words)

UNIT PRICE
(Figures)
$ 750.00
$ 50.00
$ 150.00
$ 110.00
!Exhibit C-1

TOTAL PRICE
(Figures)
$ 750.00
$ 50.00
$ 150.00
$ 110.00
TOTAL EQUIPMENT BID PAGES 1-4: ____ _

City of Glendora On-Call Emergency Services
Item #14. Page 184
Meeting Date: 6/28/2022 / Packet Page #: 386
I
I
I
I
I
!Exhibit C-1

HOURLY LABOR RATES PRICE LIST
WORK IDENTIFICATION: Water Division On-Call Emergenc� Services Contract NAME OF BIDDER: Big Ben Engineering
APPROX. HOURLY OVERTIME PREMIUM

ITEM QUANTITY UNIT DESCRIPTION RATE RATE RATE

1. I l I Per hr I Foreman 1$ 1$ 1$ 100.00 150.00 200.00

2. I I I Per hr I Operator 1$ 105.00 I
$ 1$ 157.50 210.00

3. I I I Per hr I Pipelayer 1$ 1$ 1$ 83.00 124.50 166.00

4. I
i I Per hr I Laborer 1$ 1$ 1$ 81.00 121.50 162.00

5. I I I Per hr I Truck Driver 1$ 1$ 1$ 50.00 75.00 100.00

6. I 1
I Per hr I Welder/Fitter
$ 135.00 $ 202.50 $ 270.00
TOTAL LABOR RATES BID: ____ _
By: SepS�
(Signature)
President
(Title)
04/13/2022
(Date)

City of Glendora 011-Cal/ Emergency Services
Item #14. Page 185
Meeting Date: 6/28/2022 / Packet Page #: 387

STAFF REPORT
TO: MAYOR AND COUNCIL MEMBERS DATE: JUNE 28, 2022
FROM: PUBLIC WORKS DISTRICT(S): CITYWIDE
SUBJECT: AWARD THE CONTRACT TO UNITED STORM WATER INC. FOR STORM DRAIN INLET INSERT INSTALLATION FY 2021-22, PLAN NO. 1354 IN THE AMOUNT NOT TO EXCEED $154,816 (STRATEGIC PLAN ITEM 46-IMCIF)

RECOMMENDATION
That the City Council:

1. Adopt a Categorical Exemption from the California Environmental Quality Act pursuant to Section 15301(c) of the California Code of Regulations;

2. Award the contract to United Storm Water, Inc for Storm Drain Inlet Insert Installation FY 2021-22, Plan No. 1354 in the amount of $140,741 with a 10% contingency in the amount of $14,075 for a total amount of $154,816;

3. Authorize the Director Public Works to execute any necessary change orders in an amount not to exceed 10% of the original contract amount; and

4. Authorize the City Manager or his designee to execute the agreement including minimal and/or non-substantive changes.

EXECUTIVE SUMMARY
The bid opening for “Storm Drain Inlet Insert Installation FY 2021-22, Plan No. 1354” was held on May 19, 2022. Two prime contractors purchased bid packages and one of them submitted a bid proposal. United Storm Water, Inc. has been identified as the successful bidder with a bid amount of $140,741.

LEGISLATIVE HISTORY / PREVIOUS ACTIONS
Under the Strategic Plan goal to Improve and Maintain the City’s Infrastructure and Facilities (IMCIF), Public Works will improve existing catch basins by installing connector pipe screens to prevent trash and debris from entering the storm drain system.

This project is listed as SW3 on the Active Projects List presented at the November 9, 2021 City Council Meeting.

DISCUSSION
This project is part of the City’s program for compliance with the California Regional Water Quality Control Board, Los Angeles Regional MS4 permit. The project will also assist with the goals of the Los Angeles Region Safe, Clean Water (SCW, Measure W) Program, which includes improving and protecting water quality and protect public health and wildlife by reducing pollution from entering local waterways.

This project consists of installing connector pipe screen (CPS) units in 161 existing catch basins throughout the City. CPS units are mesh metal screens with 5-millimeter openings and are installed around a connector pipe inside a catch basin. The connector pipe is the lateral connection from the catch basin to the storm drain main line or open channel. The CPS units prevent trash and debris from entering the storm drain system during dry weather and moderate storm flow. Per the California State Water Item #15. Page 1
Meeting Date: 6/28/2022 / Packet Page #: 388
Staff Report Page 2 of 3
Resources Control Board, a full capture system is a treatment control, or series of treatment controls, including but not limited to, a multi-benefit project or a low-impact development control that traps all particles that are 5 mm or greater, and has a design treatment capacity that is either of not less than the peak flow rate, Q, resulting from a one-year, one-hour storm in the subdrainage area, or appropriately sized to, and designed to carry at least the same flows as, the corresponding storm drain.

Periodic cleaning will be required to remove trash and debris that is captures in the catch basins. The City is completing a separate agreement with LA County Department of Public Works (LA County) for citywide catch basin cleaning. Under this agreement, LA County will clean out trash and debris that is captured from the CPS units one time during the dry season and two times during the rainy season for a total of three cleanings per year per catch basin.

Due to the nature of this project staff is respectfully requesting that a 10% ($14,075) contingency be added to the construction contract in the event that unforeseen conditions arise during construction. Staff expects the budget for the project to be $154,891.

Contractor Location Amount

1. United Storm Water Inc. City of Industry $140,741

PROJECT LOCATION

FISCAL IMPACT
In the FY 2022 Capital Improvement Program, Storm Drain Inlet Insert Installation FY 2021-22, Plan No. 1354 – SW3 (Project number 22657502) was programmed in the amount of $210,000. This project is funded by Measure W municipal funds.

Item #15. Page 2
Meeting Date: 6/28/2022 / Packet Page #: 389
Staff Report Page 3 of 3

ENVIRONMENTAL DETERMINATION
Attached is the Notice of Categorical Exemption for Council for review and adoption.

Prepared By Alexis Escobar, Civil Engineering Assistant Concurs With Not Applicable
Certified to Availability of Funds Marie Ricci, Administrative Services Director/City Treasurer Approved By Adam Raymond, City Manager
Legal Review William W. Wynder, City Attorney
CEQA Review Jeff Kugel
ATTACHMENTS:

A. Notice of Exemption 1354
B. Bid Summary 1354
C. Plan Holder List 1354
D. Bid Extensions 1354
E. Bid Proposal 1354
F. Contract Agreement 1354
Item #15. Page 3
Meeting Date: 6/28/2022 / Packet Page #: 390
rvp7/3/97

CITY OF GLENDORA
116 East Foothill Boulevard, Glendora, California 91741

NOTICE OF EXEMPTION
Project Title: Storm Drain Inlet Insert Installation FY 2021-22, Plan No. 1354.

Project Location: Various catch basin locations citywide.

Project Sponsor: City of Glendora Public Works Department Mailing Address: 116 East Foothill Boulevard, Glendora CA 91741 General Plan Land Use Designation: Low Medium Density Residential, High Density Residential, Open Space, General Commercial, Regional Commercial, and Civic/Institutional.

Zoning Designation: R1, R2, R3, C-3, E-7, and CM
Project Description: Project involves installing connector pipe screens on existing catch basins.

Surrounding Land Uses and Setting: Surrounding land uses include various residential and commercial zones.

The Community Development Director recommends the following exempt status / findings:

Ministerial (Sec. 15073)
Declared Emergency (Sec. 15071(a))
Emergency Project (Sec. 15071(b) and (c))
Categorical Exemption
Type: Class 1-Existing Facilities
Section: 15301(c)
Statutory Exemption. Code Number:

Reasons why project is exempt: The project involves improvements to existing public streets.

Date:

Jeff Kugel, Community Development Director
The above recommended exempt status and findings were adopted by the following body:

City of Glendora City Council on June 28, 2022
Date:

Alexis Escobar, Civil Engineer Assistant (626) 852-4845 Item #15. Page 4
Meeting Date: 6/28/2022 / Packet Page #: 391

PROJECT LOCATION MAP
Item #15. Page 5
Meeting Date: 6/28/2022 / Packet Page #: 392
Contractor Name Bid Amount

1. United Storm Water $ 140,741.00
Storm Drain Inlet Insert Installation FY 2021-22
Plan 1354
Summary of Bids
Bid Opening: May 19, 2022
Item #15. Page 6
Meeting Date: 6/28/2022 / Packet Page #: 393
5/24/22, 9:46 AM
1/2
Closing Date: Thu, 05/19/2022 10:00 AM PDT
Posting Type: Construction Project
Owner Name: Glendora CA, City of
Solicitor Name: Glendora CA, City of
Contact: Alexis Escobar
Phone: 626-852-4845
Email: [email protected]
Company Address Contact Email Address Phone Fax
Business
Certification
Business
Designation
Entry Date
Document
Type
Comments
Dodge Data &
Analytics Next
Member Numbe
2860 S
State Hwy
161, Grand
Prairie, TX75052
Adam
Bouman
[email protected] 513.666.3354
800-
768-
5594
Plan Room 04/16/2022 eBidDoc
Downstream
Services, Inc.
2855
Progress
Place,
Escondido,
CA-92029
Wilma
Roberts
[email protected] 7607462544 SBE Prime Bidder 04/18/2022 eBidDoc ConstructConnect
3825
Edwards
Rd,
Cincinnati,
OH-45209
Eric Mills [email protected]
800-364-
2059
866-
570-
8187
Plan Room 04/19/2022 eBidDoc
Quest
Construction Data
Network
PO Box
517,
Shakopee,
MN-55379
QuestCDN
Support
[email protected]
952-233-
1632 Other 04/29/2022 eBidDoc
Plan Holder Report as of 05/24/2022 11:06 AM CDT
Storm Drain Inlet Insert Installation FY2021-22, Plan No. 1354 Quest Quest Number: 8167469
Item #15. Page 7
Meeting Date: 6/28/2022 / Packet Page #: 394
5/24/22, 9:46 AM
2/2
Company Address Contact Email Address Phone Fax
Business
Certification
Business
Designation
Entry Date
Document
Type
Comments
United Storm
Water
14000 E
Valley
Boulvard,
Industry,
CA-91746
Lydia
Perry
[email protected]
626-961-
9326 MBE Prime Bidder 05/04/2022 eBidDoc
Item #15. Page 8
Meeting Date: 6/28/2022 / Packet Page #: 395
Storm Drain Inlet Insert Installation FY2021-22, Plan No. 1354 (#8167469) Owner: Glendora CA, City of
05/19/2022 10:00 AM PDT
Item Description Unit Quantity Unit Price Extension Unit Price Extension 1 Furnish and Install Connector Pipe Screen (CPS) EA 161 $ 850.00 $ 136,850.00 $758.00 $122,038.00 2 Repair Catch Basin Damage (Allowance) Allowance 1 $ 15,000.00 $ 15,000.00 $15,000.00 $15,000.00 3 Photographic Documentation of Work EA 483 $ 4.00 $ 1,932.00 $1.00 $483.00 4 Cleanout Existing Catch Basin EA 161 $ 35.00 $ 5,635.00 $20.00 $3,220.00 Engineer Estimate United Storm Water
Total $ 159,417.00 $140,741.00
Item #15. Page 9
Meeting Date: 6/28/2022 / Packet Page #: 396
Item #15. Page 10
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Item #15. Page 11
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Item #15. Page 12
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Item #15. Page 13
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Item #15. Page 14
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Item #15. Page 15
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Item #15. Page 16
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Item #15. Page 17
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Item #15. Page 18
Meeting Date: 6/28/2022 / Packet Page #: 405

PUBLIC WORKS AGREEMENT
By and Between

CITY OF GLENDORA
and
UNITED STORM WATER INC.

DocuSign Envelope ID: 10EAFE76-08EA-42A9-B1AB-CE588B01B186 Item #15. Page 19
Meeting Date: 6/28/2022 / Packet Page #: 406
Storm Drain Inlet Insert Installation FY 2021-22, Plan No 1354 1

PUBLIC WORKS AGREEMENT

BETWEEN THE CITY OF GLENDORA AND
UNITED STORM WATER INC.

THIS PUBLIC WORKS AGREEMENT (herein “Agreement”) is made and entered into this ____ day of ________, 2022 by and between the City of Glendora, a California municipal corporation (“City”) and United Storm Water Inc., a California Corporation (“Contractor”). City and Contractor may be referred to, individually or collectively, as “Party” or “Parties.”

RECITALS
A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the performance of the services defined and described particularly in Article 1 of this Agreement.

B. Contractor, following submission of a proposal or bid for the performance of the services defined and described particularly in Article 1 of this Agreement, was selected by the City to perform those services.

C. Pursuant to the City of Glendora Municipal Code, City has authority to enter into and execute this Agreement.

D. The Parties desire to formalize the selection of Contractor for performance of those services defined and described particularly in Article 1 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 herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows:

ARTICLE 1. WORK OF CONTRACTOR

1.1 Scope of Work.

In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the “Scope of Work” attached hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein as the “services” or “work” hereunder. As a material inducement to the City entering into this Agreement, Contractor represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the work required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein.

Contractor shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase “highest professional standards” shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. 28 June
DocuSign Envelope ID: 10EAFE76-08EA-42A9-B1AB-CE588B01B186 Item #15. Page 20
Meeting Date: 6/28/2022 / Packet Page #: 407
Storm Drain Inlet Insert Installation FY 2021-22, Plan No 1354 2

1.2 Bid Documents.

The Scope of Work shall include the “General Provisions” and “Special Provisions” in the bid documents for the project entitled Storm Drain Inlet Insert Installation FY 2021-22, Plan No. 1354, including any documents or exhibits referenced therein (collectively, “bid documents”), all of which are incorporated herein by this reference. In the event of any inconsistency between the terms of the bid documents and this Agreement, the terms of this Agreement shall govern.

1.3 Compliance with Law.

Contractor shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered.

1.4 Compliance with California Labor Law.
(a) Public Work. The Parties acknowledge that the work to be performed under this Agreement is a “public work” as defined in Labor Code Section 1720 and that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works contracts and the rules and regulations established by the Department of Industrial Relations (“DIR”) implementing such statutes. The work performed under this Agreement is subject to compliance monitoring and enforcement by the DIR. Contractor shall post job site notices, as prescribed by regulation.
(b) Prevailing Wages. Contractor shall pay prevailing wages to the extent required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at City Hall and will be made available to any interested party on request. By initiating any work under this Agreement, Contractor acknowledges receipt of a copy of the Department of Industrial Relations (DIR) determination of the prevailing rate of per diem wages, and Contractor shall post a copy of the same at each job site where work is performed under this Agreement.
(c) Penalty for Failure to Pay Prevailing Wages. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Contractor shall, as a penalty to the City, forfeit two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Contractor or by any subcontractor. (d) Payroll Records. Contractor shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Contractor and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform the City of the location of the records.

DocuSign Envelope ID: 10EAFE76-08EA-42A9-B1AB-CE588B01B186 Item #15. Page 21
Meeting Date: 6/28/2022 / Packet Page #: 408
Storm Drain Inlet Insert Installation FY 2021-22, Plan No 1354 3 (e) Apprentices. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects.

Contractor shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Contractor shall provide City with a copy of the information submitted to any applicable apprenticeship program.

Within sixty (60) days after concluding work pursuant to this Agreement, Contractor and each of its subcontractors shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement.
(f) Eight-Hour Work Day. Contractor acknowledges that eight (8) hours labor constitutes a legal day's work. Contractor shall comply with and be bound by Labor Code Section 1810.
(g) Penalties for Excess Hours. Contractor shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Contractor shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each worker employed in the performance of this Agreement by the Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work performed by employees of Contractor in excess of eight (8) hours per day, and forty (40) hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than one and one-half (1½) times the basic rate of pay.
(h) Workers’ Compensation. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees if it has employees. In accordance with the provisions of California Labor Code Section 1861, Contractor certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.”
Contractor’s Authorized Initials _______________
Eduardo Perry Jr., President
(i) Contractor’s Responsibility for Subcontractors. For every subcontractor who will perform work under this Agreement, Contractor shall be responsible for such subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code, and shall make such compliance a requirement in any contract with any subcontractor for work under this Agreement. Contractor shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a review of the certified payroll records of the subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Contractor shall diligently take corrective action to halt or rectify any such failure by any subcontractor.

DocuSign Envelope ID: 10EAFE76-08EA-42A9-B1AB-CE588B01B186 Item #15. Page 22
Meeting Date: 6/28/2022 / Packet Page #: 409
Storm Drain Inlet Insert Installation FY 2021-22, Plan No 1354 4

1.5 Licenses, Permits, Fees and Assessments.

Contractor shall obtain at its sole cost and expense such licenses, permits, registrations, and approvals as may be required by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Contractor’s performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder.

1.6 Familiarity with Work.
(a) By executing this Agreement, Contractor warrants that Contractor (i) has thoroughly investigated and considered the scope of work to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder.
(b) Contractor shall promptly, and before the following conditions are disturbed, notify the City, in writing, of any: (i) material Contractor believes may be hazardous waste as defined in Section 25117 of the Health & Safety Code required to be removed to a Class I, II, or III disposal site in accordance with existing law; (ii) subsurface, unknown or latent conditions, materially different from those indicated; or (iii) unknown physical conditions at the site of any unusual nature, different from those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Agreement, and will materially affect the performance of the services hereunder.
(c) City shall promptly investigate the conditions, and if it finds that the conditions do materially differ, or do involve hazardous waste, and cause a decrease or increase in Contractor's cost of, or the time required for, performance of any part of the work, shall issue a change order per Section 1.10 of this Agreement.
(d) In the event that a dispute arises between City and Contractor whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in Contractor's cost of, or time required for, performance of any part of the work, Contractor shall not be excused from any scheduled completion date set, but shall proceed with all work to be performed under the Agreement. Contractor shall retain any and all rights provided either by contract or by law, which pertain to the resolution of disputes and protests between the contracting parties.
(e) City will compensate Contractor to the extent required by Government Code Section 4215 by issuing a change order per Section 1.10 of this Agreement.

1.7 Protection and Care of Work and Materials.

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Storm Drain Inlet Insert Installation FY 2021-22, Plan No 1354 5 the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as caused by City’s own negligence. Stored materials shall be reasonably accessible for inspection. Contractor shall not, without City’s consent, assign, sell, mortgage, hypothecate, or remove equipment or materials which have been installed or delivered and which may be necessary for the completion of the work.

1.8 Warranty.

Contractor warrants all work under the Agreement (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 Agreement 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 Agreement, commence and prosecute with due diligence all work necessary to fulfill the terms of the warranty at its sole cost and expense. Contractor shall act as soon as requested by the City in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair, remove 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 to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of the Agreement. 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 Agreement, 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.

1.9 Further Responsibilities of Parties.

Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other.

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Storm Drain Inlet Insert Installation FY 2021-22, Plan No 1354 6

1.10 Additional Work and Change Orders.
(a) City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Work or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written change order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor (“Change Order”). All Change Orders must be signed by the Contractor and Contract Officer prior to commencing the extra work thereunder.
(b) Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or any increase in the time to perform of up to one hundred eighty (180) days; and does not materially affect the Work and which are not detrimental to the Work or to the interest of the City, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. (c) Any adjustment in the Contract Sum for a Change Order must be in accordance with the rates set forth in the Schedule of Compensation in Exhibit “C”. If the rates in the Schedule of Compensation do not cover the type of work in the Change Order, the cost of such work shall not exceed an amount agreed upon in writing and signed by Contractor and Contract Officer. If the cost of the Change Order cannot be agreed upon, the City will pay for actual work of the Change Order completed, to the satisfaction of the City, as follows:
(i) Labor: the cost of labor shall be the actual cost for wages of workers and subcontractors performing the work for the Change Order at the time such work is done. The use of labor classifications that would increase the cost of such work shall not be permitted.
(ii) Materials and Equipment: the cost of materials and equipment shall be at cost to Contractor or lowest current price which such materials and equipment are reasonably available at the time the work is done, whichever is lower. (iii) If the cost of the extra work cannot be agreed upon, the Contractor must provide a daily report that includes invoices for labor, materials and equipment costs for the work under the Change Order. The daily report must include: list of names of workers, classifications, and hours worked; description and list of quantities of materials used; type of equipment, size, identification number, and hours of operation, including loading and transportation, if applicable; description of other City authorized services and expenditures in such detail as the City may require. Failure to submit a daily report by the close of the next working day may, at the City’s sole and absolute discretion, waive the Contractor’s rights for that day. (d) It is expressly understood by Contractor that the provisions of this Section 1.10 shall not apply to services specifically set forth in the Scope of Work. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Work may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors.

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Storm Drain Inlet Insert Installation FY 2021-22, Plan No 1354 7 (e) No claim for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.

1.11 Special Requirements.

Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit “B” and any other provisions of this Agreement, the provisions of Exhibit “B” shall govern.

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed $140,741 (One hundred forty thousand seven hundred forty-one Dollars) (the “Contract Sum”), unless additional compensation is approved pursuant to Section

1.10. 2.2 Method of Compensation.

The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services less the contract retention; (iii) payment for time and materials based upon the Contractor’s rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained and (c) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation.

2.3 Reimbursable Expenses.

Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Contractor at all project meetings reasonably deemed necessary by the City.

Coordination of the performance of the work with City is a critical component of the services. If Contractor is required to attend additional meetings to facilitate such coordination, Contractor shall not be entitled to any additional compensation for attending said meetings.

2.4 Invoices.

Each month Contractor shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City’s Director of Finance. By submitting an invoice for payment under this Agreement, Contractor is certifying compliance with all provisions of the Agreement. The invoice shall contain all information specified in Exhibit “C”, and shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and DocuSign Envelope ID: 10EAFE76-08EA-42A9-B1AB-CE588B01B186 Item #15. Page 26
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Storm Drain Inlet Insert Installation FY 2021-22, Plan No 1354 8 sub-contractor contracts. Sub-contractor charges shall also be detailed by such categories.

Contractor shall not invoice City for any duplicate services performed by more than one person.

City shall, as soon as practicable, 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. Except as to any charges for work performed or expenses incurred by Contractor which are disputed by City, or as provided in Section 7.3, City will cause Contractor to be paid within thirty (30) days of receipt of Contractor’s correct and undisputed invoice; however, Contractor acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event that City does not cause Contractor to be paid within thirty (30) days of receipt of an undisputed and properly submitted invoice, Contractor shall be entitled to the payment of interest to the extent allowed under Public Contract Code Section 20104.50. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Contractor, not later than seven (7) days after receipt by the City, for correction and resubmission. Returned invoices shall be accompanied by a document setting forth in writing the reasons why the payment request was rejected. Review and payment by the City of any invoice provided by the Contractor shall not constitute a waiver of any rights or remedies provided herein or any applicable law.

2.5 Waiver.

Payment to Contractor for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Contractor.

ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence.

Time is of the essence in the performance of this Agreement.

3.2 Schedule of Performance.

Contractor shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this reference. When requested by the Contractor, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively.

3.3 Force Majeure.

The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Contractor shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the DocuSign Envelope ID: 10EAFE76-08EA-42A9-B1AB-CE588B01B186 Item #15. Page 27
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Storm Drain Inlet Insert Installation FY 2021-22, Plan No 1354 9 judgment of the Contract Officer such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Contractor’s sole remedy being extension of the Agreement pursuant to this Section.

3.4 Inspection and Final Acceptance.

City may inspect and accept or reject any of Contractor’s work under this Agreement, either during performance or when completed. City shall reject or finally accept Contractor’s work within forty-five (45) days after submitted to City. City shall accept work by a timely written acceptance, otherwise work shall be deemed to have been rejected. City’s acceptance shall be conclusive as to such work except with respect to latent defects, fraud and such gross mistakes as to amount to fraud. Acceptance of any work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Articles 1 and 5, pertaining to warranty and indemnification and insurance, respectively.

3.5 Term.

Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit “D”).

ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of Contractor.

The following principals of Contractor (“Principals”) are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith:

Eduardo Perry Jr., President
Lydia Perry, Secretary and Treasurer
It is expressly understood that the experience, knowledge, capability and reputation of the foregoing Principals were a substantial inducement for City to enter into this Agreement.

Therefore, the Principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder.

All personnel of Contractor, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the Principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City. Additionally, Contractor shall make every reasonable effort to maintain the stability and continuity of Contractor’s staff and subcontractors, if any, assigned to perform the services required under this Agreement. Contractor shall notify City of any changes in Contractor’s staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance.

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4.2 Status of Contractor.

Contractor shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Contractor shall not at any time or in any manner represent that Contractor or any of Contractor’s officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Contractor, nor any of Contractor’s officers, employees or agents, 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 may have to any such rights.

4.3 Contract Officer.

The Contract Officer shall be Alexis Escobar, Civil Engineering Assistant, or such person as may be designated by the City Manager. It shall be the Contractor’s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement.

4.4 Independent Contractor.

Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Contractor’s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Contractor shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor.

4.5 Prohibition Against Subcontracting or Assignment.

The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. All subcontractors shall obtain, at its or Contractor’s expense, such licenses, permits, registrations and approvals (including from the City) as may be required by law for the performance of any services or work under this Agreement. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Contractor, taking all DocuSign Envelope ID: 10EAFE76-08EA-42A9-B1AB-CE588B01B186 Item #15. Page 29
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Storm Drain Inlet Insert Installation FY 2021-22, Plan No 1354 11 transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City.

ARTICLE 5. INSURANCE, INDEMNIFICATION AND BONDS

5.1 Insurance Coverages.

Without limiting Contractor’s indemnification of City, and prior to commencement of any services under this Agreement, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City.
(a) General liability insurance. Contractor shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $2,000,000 per occurrence, $4,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.
(b) Automobile liability insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. (c) Professional liability (errors & omissions) insurance. Contractor shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Contractor agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement. (d) Workers’ compensation insurance. Contractor shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000).
(e) Subcontractors. Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”.

5.2 General Insurance Requirements.
(a) Proof of insurance. Contractor shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by City’s Risk Manager prior to commencement of performance. Current certification DocuSign Envelope ID: 10EAFE76-08EA-42A9-B1AB-CE588B01B186 Item #15. Page 30
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Storm Drain Inlet Insert Installation FY 2021-22, Plan No 1354 12 of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time.
(b) Duration of coverage. Contractor shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Contractor, its agents, representatives, employees or subcontractors. (c) Primary/noncontributing. Coverage provided by Contractor shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of City before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured.
(d) City’s rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Contractor or City will withhold amounts sufficient to pay premium from Contractor payments. In the alternative, City may cancel this Agreement. (e) Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or that is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager.
(f) Waiver of subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subcontractors.
(g) Enforcement of contract provisions (non-estoppel). Contractor acknowledges and agrees that any actual or alleged failure on the part of the City to inform Contractor of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder.
(h) Requirements not limiting. Requirements of specific coverage features or limits contained in this section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. 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 all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the DocuSign Envelope ID: 10EAFE76-08EA-42A9-B1AB-CE588B01B186 Item #15. Page 31
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Storm Drain Inlet Insert Installation FY 2021-22, Plan No 1354 13 Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
(i) Notice of cancellation. Contractor agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage.
(j) Additional insured status. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies.
(k) Prohibition of undisclosed coverage limitations. 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 of in writing. (l) Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. (m) Pass through clause. Contractor agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by Contractor, provide the same minimum insurance coverage and endorsements 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 consultants, subcontractors, and others engaged in the project will be submitted to City for review. (n) Agency’s right to revise specifications. 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 and Contractor may renegotiate Contractor’s compensation.
(o) Self-insured retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City.
(p) Timely notice of claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies.
(q) Additional insurance. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work.

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5.3 Indemnification.

To the full extent permitted by law, Contractor agrees to indemnify, defend and hold harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Contractor, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Contractor is legally liable (“indemnitors”), or arising from Contractor’s or indemnitors’ reckless or willful misconduct, or arising from Contractor’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith:
(a) Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith;
(b) Contractor will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys’ fees.

In addition, Contractor agrees to indemnify, defend and hold harmless the Indemnified Parties from, any and all claims and liabilities for any infringement of patent rights, copyrights or trademark on any person or persons in consequence of the use by the Indemnified Parties of articles to be supplied by Contractor under this Agreement, and of which the Contractor is not the patentee or assignee or has not the lawful right to sell the same.

Contractor shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Contractor shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Contractor in the performance of professional services and work hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence, except that design professionals’ indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The DocuSign Envelope ID: 10EAFE76-08EA-42A9-B1AB-CE588B01B186 Item #15. Page 33
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Storm Drain Inlet Insert Installation FY 2021-22, Plan No 1354 15 indemnity obligation shall be binding on successors and assigns of Contractor and shall survive termination of this Agreement.

5.4 Notification of Third-Party Claims.

City shall timely notify Contractor of the receipt of any third-party claim relating to the work under this Agreement. City shall be entitled to recover from Contractor its reasonable costs incurred in providing such notification.

5.5 Performance and Labor Bonds.

Concurrently with execution of this Agreement Contractor shall deliver to the City, the following:
(a) A performance bond in the amount of the Contract Sum of this Agreement, in the form provided by the City Clerk, which secures the faithful performance of this Agreement.
(b) A labor and materials bond in the amount of the Contract Sum of this Agreement, in the form provided by the City Clerk, which secures the payment of all persons furnishing labor and/or materials in connection with the work under this Agreement.

Both the performance and labors bonds required under this Section 5.5 shall contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney. The bond shall be unconditional and remain in force during the entire term of the Agreement and shall be null and void only if the Contractor promptly and faithfully performs all terms and conditions of this Agreement and pays all labor and materials for work and services under this Agreement.

5.6 Sufficiency of Insurer or Surety.

Insurance and bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated “A” or better in the most recent edition of Best’s Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City (“Risk Manager”) due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the Risk Manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies and the performance bond required by Section 5.5 may be changed accordingly upon receipt of written notice from the Risk Manager.

5.7 Substitution of Securities.

Pursuant to Public Contract Code Section 22300, substitution of eligible equivalent securities for any funds withheld to ensure performance under this Agreement may be permitted at the request and sole expense of the Contractor. Alternatively, the Contractor may, pursuant to an escrow agreement in a form prescribed by Public Contract Code Section 22300, request payment of retentions funds earned directly to the escrow agent at the sole expense of the Contractor.

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Storm Drain Inlet Insert Installation FY 2021-22, Plan No 1354 16

5.8 Release of Securities.

City shall release the Performance and Labor Bonds when the following have occurred:
(a) Contractor has made a written request for release and provided evidence of satisfaction of all other requirements under Article 5 of this Agreement; (b) the Work has been accepted; and
(c) after passage of the time within which lien claims are required to be made pursuant to applicable laws; if lien claims have been timely filed, City shall hold the Labor Bond until such claims have been resolved, Contractor has provided statutory bond, or otherwise as required by applicable law.

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

Contractor shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies, certified and accurate copies of payroll records in compliance with all applicable laws, or other documents relating to the disbursements charged to City and services performed hereunder (the “books and records”), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of 3 years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Contractor’s business, custody of the books and records may be given to City, and access shall be provided by Contractor’s successor in interest. Notwithstanding the above, the Contractor shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act.

6.2 Reports.

Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Contractor hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Contractor is providing design services, the cost of the project being designed, Contractor shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Contractor is providing design services, the estimated increased or decreased cost estimate for the project being designed.

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6.3 Ownership of Documents.

All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the “documents and materials”) prepared by Contractor, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Contractor will be at the City’s sole risk and without liability to Contractor, and Contractor’s guarantee and warranties shall not extend to such use, reuse or assignment. Contractor may retain copies of such documents for its own use.

Contractor shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom. Moreover, Contractor with respect to any documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City.

6.4 Confidentiality and Release of Information.
(a) 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 without prior written authorization from the Contract Officer.
(b) Contractor, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, 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 not 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 attorneys’ fees, caused by or incurred as a result of Contractor’s conduct. (d) Contractor shall promptly notify City should Contractor, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. 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.

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Storm Drain Inlet Insert Installation FY 2021-22, Plan No 1354 18 ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law.

This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California.

7.2 Disputes.
(a) Default; Cure. In the event that Contractor is in default under the terms 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. The 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 proceed with payment on the invoices only when the default is cured. 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 this Article.

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.
(b) Dispute Resolution. This contract is subject to the provisions of Article 1.5 (commencing at Section 20104) of Division 2, Part 3 of the California Public Contract Code regarding the resolution of public works claims of less than $375,000. Article 1.5 mandates certain procedures for the filing of claims and supporting documentation by the Contractor, for the response to such claims by the City, for a mandatory meet and confer conference upon the request of the Contractor, for mandatory non-binding mediation in the event litigation is commenced, and for mandatory judicial arbitration upon the failure to resolve the dispute through mediation. This Agreement hereby incorporates the provisions of Article 1.5 as though fully set forth herein.

7.3 Retention of Funds.

Contractor hereby authorizes City to deduct from any amount payable to Contractor (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Contractor’s acts or omissions in performing or failing to perform Contractor’s obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Contractor, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City DocuSign Envelope ID: 10EAFE76-08EA-42A9-B1AB-CE588B01B186 Item #15. Page 37
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Storm Drain Inlet Insert Installation FY 2021-22, Plan No 1354 19 to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Contractor to insure, indemnify, and protect City as elsewhere provided herein.

7.4 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 or a waiver of any subsequent breach or violation of any provision of this Agreement.

Acceptance by City of any work or services by Contractor shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver.

Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.

7.5 Rights and Remedies are Cumulative.

Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.

7.6 Legal Action.

In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Contractor shall file a claim pursuant to Government Code Sections 905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.

7.7 Liquidated Damages.

Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, the Contractor and its sureties shall be liable for and shall pay to the City the sum of $1,000 (One Thousand Dollars) as liquidated damages for each working day of delay in the performance of any service required hereunder, as specified in the Schedule of Performance (Exhibit “D”). The City may withhold from any monies payable on account of services performed by the Contractor any accrued liquidated damages. Pursuant to Government Code Section 4215, Contractor shall not be assessed liquidated damages for delay in completion of the project when such delay was caused by the failure of the public agency or owner of the utility to provide for removal or relocation of utility facilities.

7.8 Termination Prior to Expiration of Term.

This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days’ written notice to Contractor, DocuSign Envelope ID: 10EAFE76-08EA-42A9-B1AB-CE588B01B186 Item #15. Page 38
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Storm Drain Inlet Insert Installation FY 2021-22, Plan No 1354 20 except that where termination is due to the fault of the Contractor, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Contractor reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days’ written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Contractor may determine. Upon receipt of any notice of termination, Contractor shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Contractor has initiated termination, the Contractor shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Contractor has initiated termination, the Contractor shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2.

7.9 Termination for Default of Contractor.

If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Contractor shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Contractor for the purpose of set-off or partial payment of the amounts owed the City as previously stated.

7.10 Attorneys’ Fees.

If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney’s fees. Attorney’s fees shall include attorney’s fees on any appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment.

7.11 Unfair Business Practices Claims.

In entering into this Agreement, Contractor 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. § 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 related to this Agreement. This assignment shall be made and become effective at the time the City renders final payment to the Contractor without further acknowledgment of the Parties.

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Storm Drain Inlet Insert Installation FY 2021-22, Plan No 1354 21 ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement.

8.2 Conflict of Interest.

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 services under this Agreement. 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 Contract Officer. 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.

No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. The Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement.

8.3 Covenant Against Discrimination.

Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry, or other protected class in the performance of this Agreement. Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry, or other protected class.

8.4 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. § 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 work and/or services covered by this Agreement, and should 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, incurred by City.

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Storm Drain Inlet Insert Installation FY 2021-22, Plan No 1354 22 ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices.

Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Glendora, 116 E. Foothill Blvd., Glendora, California 91741-3380, and in the case of the Contractor, to the person at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing.

Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. All correspondence relating to this Agreement shall be serialized consecutively.

9.2 Interpretation.

The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.

9.3 Counterparts.

This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument.

9.4 Integration; Amendment.

This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Contractor and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.

9.5 Severability.

In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless.

9.6 Warranty & Representation of Non-Collusion.

No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision DocuSign Envelope ID: 10EAFE76-08EA-42A9-B1AB-CE588B01B186 Item #15. Page 41
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Storm Drain Inlet Insert Installation FY 2021-22, Plan No 1354 23 relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of “financial interest” shall be consistent with State law and shall not include interests found to be “remote” or “noninterests” pursuant to Government Code Sections 1091 or 1091.5. Contractor warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement.

Contractor further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Contractor is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect.

Contractor’s Authorized Initials ___________________
Eduardo Perry Jr., President

9.7 Corporate Authority.

The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE]
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Storm Drain Inlet Insert Installation FY 2021-22, Plan No 1354 24 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.

CITY:

City of Glendora, a municipal corporation
Adam Raymond
City Manager
APPROVED AS TO FORM: CERTIFY AVAILABILITY OF FUNDS:

ALESHIRE & WYNDER, LLP
William W. Wynder
City Attorney
Marie Ricci
Administrative Services Director/City Treasurer
ATTEST:

Kathleen R. Sessman
City Clerk/Communications Director
CONTRACTOR:

United Storm Water Inc.

A California Corporation
Name: Eduardo Perry Jr.

Title: President
[email protected]
Name: Lydia Perry
Title: Secretary and Treasurer
[email protected]
Address: 14000 E. Valley Blvd
City of Industry, CA 91746
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Jun 14, 2022 | 4:41 PM PDT
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01240.0001/535311.1 A-1
EXHIBIT “A”

SCOPE OF WORK
I. Contractor shall perform all of the work and comply with all of the specifications and requirements in the “General Provisions” and “Special Provisions” included in the bid documents for the project entitled Storm Drain Inlet Insert Installation FY 2021-22, Plan No. 1354, including any documents or exhibits referenced therein.

II. Brief description of the work to be performed:

The Scope of Work entails cleaning existing catch basins, furnishing and installing connector pipe screens on existing catch basins, and repairing damaged catch basins.

III. In addition to the requirements of Section 6.2, during performance of the work, Contractor will keep the City apprised of the status of performance by delivering the following status reports:

A. Existing Conditions documentation
B. Bi-Weekly Progress Report and Updated Schedule (if modified) IV. All work is subject to review and acceptance by the City, and must be revised by the Contractor without additional charge to the City until found satisfactory and accepted by City.

V. Contractor shall provide safe and continuous passage for pedestrian and vehicular traffic in accordance with the Work Area Traffic Control Handbook (WATCH), latest edition.

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01240.0001/535311.1 B-1
EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Added text is indicated in bold italics, deleted text is indicated in strikethrough.

I. ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

Add the following sentence to Section 2.4 - Invoices:
“In the event, a preliminary notice is posted by a subcontractor / supplier / manufacturer / vendor, an unconditional release will be required prior to releasing monies to the Contractor. Alternatively, an amount not to exceed the amount referred in the preliminary notice will be jointly released to the Contractor and the originator of the said notice with a conditional release from the said subcontractor / supplier / manufacturer / vendor.” II. ARTICLE 3. PERFORMANCE SCHEDULE
Add the following sentence to Section 3.1 – Time of Essence:
“Time being of the essence, the Contractor shall commence the work and shall diligently pursue the work to completion within the time stated in Article 13 of the Instructions to Bidders, and upon the work schedule, if any, as specified in the Special Conditions, except as such time may be extended in writing by the City in accordance with Section 3.2 and the provisions of the General Conditions.”
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01240.0001/535311.1 C-1
EXHIBIT “C”

SCHEDULE OF COMPENSATION
I. Contractor shall perform all work at the rates on the Bid Sheet submitted as part of Contractor’s Proposal, and listed below:

Line
Item Item Description
Unit of
Measure Quantity Unit Price Extension
1 Furnish and Install Connector Pipe Screen
(CPS) EA 161 $758 $122,038
2 Repair Catch Basin Damage (Allowance) AL 1 $15,000 $15,000 3 Photographic Documentation of Work EA 483 $1 $483
4 Cleanout Existing Catch Basin EA 161 $20 $3,220
Not to Exceed Total $140,741
 Quantity may be changed or item may be deleted
II. A retention of five percent (5%) shall be held from each payment as a contract retention to be paid as part of the final payment upon satisfactory completion of services.

III. Within the budgeted amounts for each item on the Bid Sheet, and with the approval of the Contract Officer, funds may be shifted from one item’s subbudget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Work is approved per Section 1.10.

IV. The City will compensate Contractor for the Services performed upon submission of a valid invoice. Each invoice is to include:

A. Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate.

B. Line items for all materials and equipment properly charged to the Services.

C. Line items for all other approved reimbursable expenses claimed, with supporting documentation.

D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services.

V. The total compensation for the Services shall not exceed the Contract Sum, as provided in Section 2.1 of this Agreement.

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01240.0001/535311.1 C-2
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01240.0001/535311.1 D-1
EXHIBIT “D”

SCHEDULE OF PERFORMANCE
I. Contractor shall perform all work timely in accordance with the following schedule:

Description Days to Perform Deadline Date
A. All Work 45 Working Days December 31, 2022
II. Contractor shall deliver the following tangible work products to the City by the following dates.

A. City’s Contract Officer will identify the same concurrently with the issuance of the notice to proceed.

III. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2.

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01240.0001/535311.1 D-1

PERFORMANCE BOND
WHEREAS, the CITY OF GLENDORA, (“City”), has awarded to United Storm Water Inc., a California Corporation, as Contractor (“Principal”), a Contract for the work entitled and described as follows: Storm Drain Inlet Insert Installation FY 2021-22, Plan No. 1354; WHEREAS, the Contractor is required under the terms of said Contract to furnish a bond for the faithful performance of the Contract;
NOW, THEREFORE, we the undersigned Contractor and Surety, are held and firmly bound unto the City in the sum of one hundred forty thousand seven hundred forty-one dollars ($140,741), this amount being not less than one hundred percent (100%) of the total Contract price, lawful money of the United States of America, for payment of which sum well and truly be made we bind ourselves, our heirs, executors, administrators, and successors, jointly and severally, firmly by these presents. In case suit is brought upon this bond, the Surety will pay a reasonable attorney’s fee to the City in an amount to be fixed by the court.

THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if the hereby bound Contractor, or its heirs, executors, administrators, successors, or assigns, shall in all things stand and abide by, well and truly keep and perform all undertakings, terms, covenants, conditions, and agreements in the said Contract and any alteration thereof, made as therein provided, all within the time and in the manner designated and in all respects according to their true intent and meaning, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect.

FURTHER, the said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration, or modification of the Contract Documents or of the work to be performed thereunder shall in any way affect its obligations on this bond, and it does hereby waive notice of such change, extension of time, alteration, or modification of the Contract Documents or of the work to be performed thereunder.

Executed on 20___.

PRINCIPAL
(Seal if Corporation) By
Title
(Attach Acknowledgment of Authorized Representative of Principal) DocuSign Envelope ID: 10EAFE76-08EA-42A9-B1AB-CE588B01B186 Item #15. Page 49
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01240.0001/535311.1 D-2
Any claims under this bond may be addressed to:
(name and address of Surety)
(name and address of Surety's agent for service
of
process in California, if different from above)
(telephone number of Surety's agent in
California)
(Attach Acknowledgment)
SURETY
By
(Attorney-in-Fact)
APPROVED:
(Attorney for CITY)
NOTICE:

No substitution or revision to this bond form will be accepted. Sureties must be authorized to do business in and have an agent for service of process in California. Certified copy of Power of Attorney must be attached.

DocuSign Envelope ID: 10EAFE76-08EA-42A9-B1AB-CE588B01B186 Item #15. Page 50
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01240.0001/535311.1

PAYMENT BOND
(Labor and Material Bond)
WHEREAS, the CITY OF GLENDORA, (“City”), has awarded to United Storm Water Inc., a California Corporation, as Contractor (“Principal”), a Contract for the work entitled and described as follows: Storm Drain Inlet Insert Installation FY 2021-22, Plan No. 1354; WHEREAS, said Contractor is required to furnish a bond in conjunction with said Contract, to secure the payment of claims of laborers, mechanics, material men, and other persons as provided by law;
NOW, THEREFORE, we the undersigned Contractor and Surety, are held and firmly bound unto the City in the sum of one hundred forty thousand seven hundred forty-one dollars ($140,741), this amount being not less than one hundred percent (100%) of the total Contract price, lawful money of the United States of America, for payment of which sum well and truly be made we bind ourselves, our heirs, executors, administrators, and successors, jointly and severally, firmly by these presents. In case suit is brought upon this bond, the Surety will pay a reasonable attorney’s fee to the City in an amount to be fixed by the court.

THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if said Contractor, its heirs, executors, administrators, successors, assigns, or subcontractor fails to pay: (1) for any work, materials, services, provisions, provender, or other supplies, or for the use of implements of machinery, used in, upon, for, or about the performance of the work to be done, or for any work or labor thereon of any kind; (2) for work performed by any of the persons named in Civil Code Section 9100; (3) for any amounts due under the Unemployment Insurance Code with respect to work or labor performed under the contract; and/or (4) 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/or its subcontractors pursuant to Section 13020 of the Unemployment Insurance Code with respect to such work and labor, then the Surety herein will pay for the same in an amount not exceeding the sum specified in this bond, otherwise the above obligation shall be void.

This bond shall inure to the benefit of any of the persons named in Civil Code Section 9100 so as to give a right of action to such persons or their assigns in any suit brought upon the bond. Moreover, if the City or any entity or person entitled to file stop payment notices is required to engage the services of an attorney in connection with the enforcement of this bond, each shall be liable for the reasonable attorney's fees incurred, with or without suit, in addition to the above sum.

Said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration, or modification of the Contract Documents or of the work to be performed thereunder shall in any way affect its obligations on this bond, and it does hereby waive notice of such change, extension of time, alteration, or modification of the Contract Documents or of the work to be performed thereunder.

DocuSign Envelope ID: 10EAFE76-08EA-42A9-B1AB-CE588B01B186 Item #15. Page 51
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01240.0001/535311.1
Executed on , 20____.

PRINCIPAL
(Seal if Corporation) By
Title
(Attach Acknowledgment of Authorized Representative of Principal) Any claims under this bond may be addressed to:
(name and address of Surety)
(name and address of Surety's agent for service
of process in California, if different from above)
(telephone number of Surety's agent in
California)
(Attach Acknowledgment)
SURETY
By
(Attorney-in-Fact)
APPROVED:
(Attorney for CITY)
NOTICE:

No substitution or revision to this bond form will be accepted. Sureties must be authorized to do business in and have an agent for service of process in California. Certified copy of Power of Attorney must be attached.

DocuSign Envelope ID: 10EAFE76-08EA-42A9-B1AB-CE588B01B186 Item #15. Page 52
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01240.0001/535311.1

WORKERS COMPENSATION INSURANCE CERTIFICATE
Description of Contract: City of Glendora
Project: Storm Drain Inlet Insert Installation FY 2021-22, Plan No. 1354
Type of Insurance: Workers' Compensation and
Employers' Liability Insurance
THIS IS TO CERTIFY that the following policy has been issued by the below-stated company in conformance with the requirements of Article 5 of the Contract and is in force at this time, and is in a form approved by the Insurance Commissioner.

The Company will give at least 30 days' written notice to the City and Engineer/Architect prior to any cancellation of said policy.

POLICY NUMBER EXPIRATION DATE LIMITS OF LIABILITY
Workers' Compensation:

Statutory Limits Under the Laws
of the State of California
Employers' Liability:
$_________________ Each Accident
$_________________ Disease - Policy Limit
$_________________ Disease - Each Employee
Named Insured (Contractor) Insurance Company
Street Number Street Number
City and State City and State
By
(Company Representative)
(SEE NOTICE ON NEXT PAGE)
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01240.0001/535311.1
Insurance Company Agent for Service
of Process in California:

Name
Agency
Street Number
City and State
Telephone Number
This certificate is issued as a matter of information only and confers no rights upon the certificate holder. This certificate does not amend, extend, or alter the coverage afforded by the policy listed herein.

This is to certify that the policy has been issued to the named insured for the policy period indicated, notwithstanding any requirement, term, or condition of any contract or other document with respect to which this certificate may be issued or may pertain, the insurance afforded by the policy described herein is subject to all the terms, exclusions, and conditions of such policy.

NOTICE:

No substitution or revision to the above certificate form will be accepted. If the insurance called for is provided by more than one insurance company, a separate certificate in the exact above form shall be provided for each insurance company.

DocuSign Envelope ID: 10EAFE76-08EA-42A9-B1AB-CE588B01B186 Item #15. Page 54
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01240.0001/535311.1

ADDITIONAL INSURED ENDORSEMENT

COMPREHENSIVE GENERAL LIABILITY
Name and address of named insured (“Named Insured”)
Name and address of Insurance Company (“Company”)
General description of agreement(s), permit(s), license(s), and/or activity(ies) insured Notwithstanding any inconsistent statement in the policy to which this endorsement is attached (the “Policy”) or in any endorsement now or hereafter attached thereto, it is agreed as follows:

1. The
(“Public Agency”), its elected officials, officers, attorneys, agents, employees, and volunteers are additional insureds (the above named additional insureds are hereafter referred to as the “Additional Insureds”) under the Policy in relation to those activities described generally above with regard to operations performed by or on behalf of the Named Insured. The Additional Insureds have no liability for the payment of any premiums or assessments under the Policy.

2. The insurance coverages afforded the Additional Insureds under the Policy shall be primary insurance, and no other insurance maintained by the Additional Insureds shall be called upon to contribute with the insurance coverages provided by the Policy.

3. Each insurance coverage under the Policy shall apply separately to each Additional Insured against whom claim is made or suit is brought except with respect to the limits of the Company's liability.

4. Nothing in this contract of insurance shall be construed to preclude coverage of a claim by one insured under the policy against another insured under the policy. All such claims shall be covered as third-party claims, i.e., in the same manner as if separate policies had been issued to each insured. Nothing contained in this provision shall operate to increase or replicate the Company's limits of liability as provided under the policy.

5. The insurance afforded by the Policy for contractual liability insurance (subject to the terms, conditions and exclusions applicable to such insurance) includes liability assumed by the Named Insured under the indemnification and/or hold harmless provision(s) contained in or executed in conjunction with the written agreement(s) or permit(s) designated above, between the Named Insured and the Additional Insureds.

6. The policy to which this endorsement is attached shall not be subject to cancellation, change in coverage, reduction of limits (except as the result of the payment of claims), or non-renewal except after written notice to Public Agency, by certified mail, return receipt requested, not less than thirty (30) days prior to the effective date thereof. In the event of Company's failure to comply with this notice provision, the policy as initially drafted will continue in full force and effect until compliance with this notice requirement.

7. Company hereby waives all rights of subrogation and contribution against the Additional Insureds, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to the perils insured against in relation to those activities described generally above with regard DocuSign Envelope ID: 10EAFE76-08EA-42A9-B1AB-CE588B01B186 Item #15. Page 55
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01240.0001/535311.1
to operations performed by or on behalf of the Named Insured regardless of any prior, concurrent, or subsequent active or passive negligence by the Additional Insureds.

8. It is hereby agreed that the laws of the State of California shall apply to and govern the validity, construction, interpretation, and enforcement of this contract of insurance.

9. This endorsement and all notices given hereunder shall be sent to Public Agency at:

City Manager, City of Glendora, 116 E. Foothill Blvd., Glendora, California 91741-3380.

10. Except as stated above and not in conflict with this endorsement, nothing contained herein shall be held to waive, alter or extend any of the limits, agreements, or exclusions of the policy to which this endorsement is attached.

TYPE OF COVERAGES TO WHICH POLICY PERIOD LIMITS OF

THIS ENDORSEMENT ATTACHES FROM/TO LIABILITY

11. Scheduled items or locations are to be identified on an attached sheet. The following inclusions relate to the above coverages. Includes:
□ Contractual Liability □ Explosion Hazard
□ Owners/Landlords/Tenants □ Collapse Hazard
□ Manufacturers/Contractors □ Underground Property Damage □ Products/Completed Operations □ Pollution Liability
□ Broad Form Property Damage □ Liquor Liability
□ Extended Bodily Injury □
□ Broad Form Comprehensive □
General Liability Endorsement □

12. A □ deductible or □ self-insured retention (check one) of $ applies to all coverage(s) except:
(if none, so state). The deductible is applicable □ per claim or □ per occurrence (check one).

13. This is an □ occurrence or □ claims made policy (check one).

14. This endorsement is effective on at 12:01 a.m. and forms a part of Policy Number .
(signatures on following page)
DocuSign Envelope ID: 10EAFE76-08EA-42A9-B1AB-CE588B01B186 Item #15. Page 56
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01240.0001/535311.1
I, (print name), hereby
declare under penalty of perjury under the laws of the State of California, that I have the authority to bind the Company to this endorsement and that by my execution hereof, I do so bind the Company.

Executed , 20
Signature of Authorized Representative
(Original signature only; no facsimile signature
Telephone No.: ( ) or initialed signature accepted)
DocuSign Envelope ID: 10EAFE76-08EA-42A9-B1AB-CE588B01B186 Item #15. Page 57
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01240.0001/535311.1

ADDITIONAL INSURED ENDORSEMENT

AUTOMOBILE LIABILITY
Name and address of named insured (“Named Insured”)
Name and address of Insurance Company (“Company”)
General description of agreement(s), permit(s), license(s), and/or activity(ies) insured Notwithstanding any inconsistent statement in the policy to which this endorsement is attached (the “Policy”) or in any endorsement now or hereafter attached thereto, it is agreed as follows:

1. The
(“Public Agency”), its elected officials, officers, attorneys, agents, employees, and volunteers are additional insureds (the above named additional insureds are hereafter referred to as the “Additional Insureds”) under the Policy in relation to those activities described generally above with regard to operations performed by or on behalf of the Named Insured. The Additional Insureds have no liability for the payment of any premiums or assessments under the Policy.

2. The insurance coverages afforded the Additional Insureds under the Policy shall be primary insurance, and no other insurance maintained by the Additional Insureds shall be called upon to contribute with the insurance coverages provided by the Policy.

3. Each insurance coverage under the Policy shall apply separately to each Additional Insured against whom claim is made or suit is brought except with respect to the limits of the Company's liability.

4. Nothing in this contract of insurance shall be construed to preclude coverage of a claim by one insured under the policy against another insured under the policy. All such claims shall be covered as third-party claims, i.e., in the same manner as if separate policies had been issued to each insured. Nothing contained in this provision shall operate to increase or replicate the Company's limits of liability as provided under the policy.

5. The insurance afforded by the Policy for contractual liability insurance (subject to the terms, conditions and exclusions applicable to such insurance) includes liability assumed by the Named Insured under the indemnification and/or hold harmless provision(s) contained or executed in conjunction with the written agreement(s) or permit(s) designated above, between the Named Insured and the Additional Insureds.

6. The policy to which this endorsement is attached shall not be subject to cancellation, change in coverage, reduction of limits (except as the result of the payment of claims), or non-renewal except after written notice to Public Agency, by certified mail, return receipt requested, not less than thirty (30) days prior to the effective date thereto. In the event of Company's failure to comply with this notice provision, the policy as initially drafted will continue in full force and effect until compliance with this notice requirement.

7. Company hereby waives all rights of subrogation and contribution against the Additional Insureds, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to the perils insured against in relation to those activities described generally above with regard DocuSign Envelope ID: 10EAFE76-08EA-42A9-B1AB-CE588B01B186 Item #15. Page 58
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01240.0001/535311.1
to operations performed by or on behalf of the Named Insured regardless of any prior, concurrent, or subsequent active or passive negligence by the Additional Insureds.

8. It is hereby agreed that the laws of the State of California shall apply to and govern the validity, construction, interpretation, and enforcement of this contract of insurance.

9. This endorsement and all notices given hereunder shall be sent to Public Agency at:

City Manager
City of Glendora
116 E. Foothill Blvd.

Glendora, California 91741-3380

10. Except as stated above and not in conflict with this endorsement, nothing contained herein shall be held to waive, alter or extend any of the limits, agreements, or exclusions of the policy to which this endorsement is attached.

TYPE OF COVERAGES TO WHICH POLICY PERIOD LIMITS OF

THIS ENDORSEMENT ATTACHES FROM/TO LIABILITY

11. Scheduled items or locations are to be identified on an attached sheet. The following inclusions relate to the above coverages. Includes:
□ Any Automobiles □ Truckers Coverage
□ All Owned Automobiles □ Motor Carrier Act
□ Non-owned Automobiles □ Bus Regulatory Reform Act
□ Hired Automobiles □ Public Livery Coverage
□ Scheduled Automobiles □
□ Garage Coverage □

12. A □ deductible or □ self-insured retention (check one) of $ applies to all coverage(s) except: (if none, so state). The deductible is applicable □ per claim or □ per occurrence (check one).

13. This is an □ occurrence or □ claims made policy (check one).

14. This endorsement is effective on at 12:01 a.m. and forms a part of Policy Number .
(signatures on following page)
DocuSign Envelope ID: 10EAFE76-08EA-42A9-B1AB-CE588B01B186 Item #15. Page 59
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01240.0001/535311.1
I, (print name), hereby
declare under penalty of perjury under the laws of the State of California, that I have the authority to bind the Company to this endorsement and that by my execution hereof, I do so bind the Company.

Executed , 20
Signature of Authorized Representative
(Original signature only; no facsimile signature
Telephone No.: ( ) or initialed signature accepted)
DocuSign Envelope ID: 10EAFE76-08EA-42A9-B1AB-CE588B01B186 Item #15. Page 60
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01240.0001/535311.1

ADDITIONAL INSURED ENDORSEMENT

EXCESS LIABILITY
Name and address of named insured (“Named Insured”)
Name and address of Insurance Company (“Company”)
General description of agreement(s), permit(s), license(s), and/or activity(ies) insured Notwithstanding any inconsistent statement in the policy to which this endorsement is attached (the “Policy”) or in any endorsement now or hereafter attached thereto, it is agreed as follows:

1. The
(“Public Agency”), its elected officials, officers, attorneys, agents, employees, and volunteers are additional insureds (the above named additional insureds are hereafter referred to as the “Additional Insureds”) under the Policy in relation to those activities described generally above with regard to operations performed by or on behalf of the Named Insured. The Additional Insureds have no liability for the payment of any premiums or assessments under the Policy.

2. The insurance coverages afforded the Additional Insureds under the Policy shall be primary insurance, and no other insurance maintained by the Additional Insureds shall be called upon to contribute with the insurance coverages provided by the Policy.

3. Each insurance coverage under the Policy shall apply separately to each Additional Insured against whom claim is made or suit is brought, except with respect to the limits of the Company's liability.

4. Nothing in this contract of insurance shall be construed to preclude coverage of a claim by one insured under the policy against another insured under the policy. All such claims shall be covered as third-party claims, i.e., in the same manner as if separate policies had been issued to each insured. Nothing contained in this provision shall operate to increase or replicate the Company's limits of liability as provided under the policy.

5. The insurance afforded by the Policy for contractual liability insurance (subject to the terms, conditions and exclusions applicable to such insurance) includes liability assumed by the Named Insured under the indemnification and/or hold harmless provision(s) contained in or executed in conjunction with the written agreement(s) or permit(s) designated above, between the Named Insured and the Additional Insureds.

6. The policy to which this endorsement is attached shall not be subject to cancellation, change in coverage, reduction of limits (except as the result of the payment of claims), or non-renewal except after written notice to Public Agency, by certified mail, return receipt requested, not less than thirty (30) days prior to the effective date thereto. In the event of Company's failure to comply with this notice provision, the policy as initially drafted will continue in full force and effect until compliance with this notice requirement.

7. Company hereby waives all rights of subrogation and contribution against the Additional Insureds, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to the perils insured against in relation to those activities described generally above with regard to operations performed by or on behalf of the Named Insured regardless of any prior, concurrent, or subsequent active or passive negligence by the Additional Insureds.

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8. It is hereby agreed that the laws of the State of California shall apply to and govern the validity, construction, interpretation, and enforcement of this contract of insurance.

9. This endorsement and all notices given hereunder shall be sent to Public Agency at:

City Manager
City of Glendora
116 E. Foothill Blvd.

Glendora, California 91741-3380

10. Except as stated above and not in conflict with this endorsement, nothing contained herein shall be held to waive, alter or extend any of the limits, agreements, or exclusions of the policy to which this endorsement is attached.

TYPE OF COVERAGES TO WHICH POLICY PERIOD LIMITS OF

THIS ENDORSEMENT ATTACHES FROM/TO LIABILITY
□ Following Form
□ Umbrella Liability
□

11. Applicable underlying coverages:

INSURANCE COMPANY POLICY NO. AMOUNT

12. The following inclusions, exclusions, extensions or specific provisions relate to the above coverages:

13. A □ deductible or □ self-insured retention (check one) of $ applies to all coverage(s) except:
(if none, so state). The deductible is applicable □ per claim or □ per occurrence (check one).

14. This is an □ occurrence or □ claims made policy (check one).

15. This endorsement is effective on at 12:01 a.m. and forms a part of Policy Number .

DocuSign Envelope ID: 10EAFE76-08EA-42A9-B1AB-CE588B01B186 Item #15. Page 62
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(signatures on following page)
I, (print name), hereby
declare under penalty of perjury under the laws of the State of California, that I have the authority to bind the Company to this endorsement and that by my execution hereof, I do so bind the Company.

Executed , 20
Signature of Authorized Representative
(Original signature only; no facsimile signature
Telephone No.: ( ) or initialed signature accepted)
DocuSign Envelope ID: 10EAFE76-08EA-42A9-B1AB-CE588B01B186 Item #15. Page 63
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STAFF REPORT
TO: MAYOR AND COUNCIL MEMBERS DATE: JUNE 28, 2022
FROM: PUBLIC WORKS DEPARTMENT DISTRICTS: 4
SUBJECT: AWARD A CONTRACT SERVICES AGREEMENT TO CUBICLE AND OFFICE, INC. FOR

PURCHASE AND INSTALLATION OF CUBICLES AND PARTITIONS AT THE WATER YARD IN AN AMOUNT NOT TO EXCEED $35,137 (STRATEGIC PLAN 48-IMCIF) RECOMMENDATION:

That the City Council:
1) Award a Contract Services Agreement for Purchase and Installation of cubicles and partitions at the Water Yard from Cubicle and Office, Inc. in an amount not to exceed $35,137; and, 2) Authorize the City Manager or his designee to execute the agreement including minimal and/or non-substantive changes.

EXECUTIVE SUMMARY:

The continued growth of the Water Division requires further facility expansion to provide a functional and efficient workspace for staff and their operations. A critical element of this project is the partition of the cubicles that will optimize the efficiency of usable space in the administration room. This will also aid to eliminate surrounding noise during online meetings or phone conversations. Along with the expansion of the cubicles, a functional area will be added to the administration room to allow space for focus meetings and enhance collaboration among staff.

The manufacturing and assembly of the new cubicles and workstations will take approximately 6-8 weeks to complete, and the installation work will be coordinated with the IT department for network configurations and electrical wiring.

LEGISLATIVE HISTORY / PREVIOUS ACTIONS
This project is listed as F32, New Office Space for Water Division on the Active Projects List presented at the November 9, 2021 City Council Meeting.

DISCUSSION
Similar to the cubicles and partitions installed at City Hall – City Clerk and Finance area in April 2017, staff have been working with Cubicle & Office, Inc. to determine the most cost effective and efficient way to utilize and furnish the workspace in light of staff expansion.

The office layout at City Hall is comprised of packaged cubicles and panel workstations. Cubicle configurations are ideal for facilities that need basic workspaces in a cost-effective fashion with the flexibility to modify the layouts as necessary.

The design team worked on how best to furnish the new work areas utilizing cubicle configurations that fit the general style of the existing cubicles at City Hall. The model of the original cubicles at City Hall has been discontinued. However, staff has made all attempts to match the look and feel of the new cubicles and panel workstations to the existing office tables and are repurposing any components of the existing desk furniture to reduce project costs, which the city will save approximately $7,600.

The Glendora Municipal Code 2.40.050 through its cooperative agreement process allows the City to Item #16. Page 1
Meeting Date: 6/28/2022 / Packet Page #: 451
Staff Report Page 2 of 2
waive formal contract procedures and “piggyback” on another governmental agency’s bid award when purchase is made at the same or better bid price. Cubicle and Office, Inc. has offered to perform the installation of cubicles and panels with better unit cost currently being provided to CalTrans. Such a cooperative agreement will allow the city to receive about the same or better competitive price by using Caltrans competitive bid process that has already been completed.

Quote Comparisons Total Costs Number Cost per Cubicle
CalTrans $ 47,327.00 18 $ 2,629.28
City of Glendora (initial price) $ 29,683.00 11 $ 2,698.45 City of Glendora (negotiated price) $ 28,922.00 11 $ 2,629.27 Savings: $ 761.00

FISCAL IMPACT
The FY 2021/22 Capital Improvement Program budgeted $35,000 for this project from CIP project number 22656701. $3,911 was expended for the purchasing of office furniture in July 2021. This leaves a balance of $31,089. There is sufficient available balance in the Water Capital Fund projects to cover the shortage without an additional appropriation.

ENVIRONMENTAL DETERMINATION
This activity is not a “project” as defined by Section 21065 of the Public Resources Code or sections 15060(c)(2), 15060(c)(3), and 15378 of the CEQA Guidelines Prepared By Myla DeCastro, Management Analyst
Concurs With Not Applicable
Reviewed By Alison Sweet, Public Works Director
Certified to Availability of Funds Marie Ricci, Administrative Services Director/City Treasurer Approved By Adam Raymond, City Manager
Legal Review William W. Wynder, City Attorney
CEQA Review Not Applicable

ATTACHMENTS
A. Contract Services Agreement
Item #16. Page 2
Meeting Date: 6/28/2022 / Packet Page #: 452

CITY OF GLENDORA

CONTRACT SERVICES AGREEMENT FOR
INSTALLATION OF REMANUFACTURED HERMAN MILLER AO2 CUBICLES THIS CONTRACT SERVICES AGREEMENT (herein “Agreement”) is made and entered into this 28th day of June, 2022, by and between the CITY OF GLENDORA, a California municipal corporation (“City”) and _Cubicle and Office, Inc., an S corporation (herein “Consultant”).

NOW, THEREFORE, the parties hereto agree as follows:

1. SERVICES OF CONSULTANT

1.1 Scope of Services. In compliance with all of the terms and conditions of this Agreement, the Consultant shall perform the work or services set forth in the “Scope of Services” attached hereto as Exhibit “A” and incorporated herein by reference. Consultant warrants that it has the experience and ability to perform all work and services required hereunder and that it shall diligently perform such work and services in a professional and satisfactory manner.

1.2 Compliance With Law. All work and services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency of competent jurisdiction.

1.3 California Labor Law. If the Scope of Services includes any “public work” or “maintenance work,” as those terms are defined in California Labor Code section 1720 et seq. and California Code of Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more, Consultant shall pay prevailing wages for such work and comply with the requirements in California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws.

1.4 Licenses, Permits, Fees and Assessments. Consultant shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the services required by the Agreement.

1.5 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit “B” and any other provisions of this Agreement, the provisions of Exhibit “B” shall govern.

2. COMPENSATION

2.1 Contract Sum. For the services rendered pursuant to this Agreement, Consultant shall be compensated in accordance with the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference, but not exceeding the maximum contract amount of $35,137 (Thirty-Five Thousand One Hundred Thirty Seventy Dollars) (“Contract Sum”).

2.2 Invoices. Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City’s Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall contain all information specified in Exhibit “C”, and shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person.

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City shall independently review each invoice submitted by the Consultant to determine whether the work performed, and expenses incurred are in compliance with the provisions of this Agreement.

Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, City will use its best efforts to cause Consultant to be paid within forty five (45) days of receipt of Consultant’s correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by the City of any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law.

2.3 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual cost of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum but not exceeding a total contract amount of Twenty-Five Thousand Dollars ($25,000) or in the time to perform of up to ninety (90) days may be approved by the City Manager. Any greater increases than Twenty-Five Thousand Dollars ($25,000), taken either separately or cumulatively, must be approved by the City Council. No claim for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.

3. PERFORMANCE SCHEDULE

3.1 Time of Essence. Time is of the essence in the performance of this Agreement.

3.2 Schedule of Performance. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding thirty (30) days cumulatively.

3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant’s sole remedy being extension of the Agreement pursuant to this Section.

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3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one year from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit “D”). [The City Manager may, at his/her sole discretion, extend the Term for one additional oneyear terms.]

4. COORDINATION OF WORK

4.1 Representative of Consultant. Manuel Downey is hereby designated as being the representative of Consultant authorized to act on its behalf with respect to the work and services specified herein and make all decisions in connection therewith. All personnel of Consultant and any authorized agents shall be under the exclusive direction of the representative of Consultant.

Consultant shall utilize only competent personnel to perform services pursuant to this Agreement.

Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant’s staff and subcontractors, and shall keep City informed of any changes.

4.2 Contract Officer. Chisom Obegolu or such person as may be designated by the City Manager, is hereby designated as being the representative the City authorized to act in its behalf with respect to the work and services specified herein and to make all decisions in connection therewith (“Contract Officer”).

4.3 Prohibition Against Subcontracting or Assignment. Consultant shall not contract with any entity to perform in whole or in part the work or services required hereunder without the express written approval of the City. Neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Any such prohibited assignment or transfer shall be void.

4.4 Independent Consultant. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth. Consultant shall perform all services required herein as an independent contractor of City with only such obligations as are consistent with that role.

Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City, or that it is a member of a joint enterprise with City.

5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages. Without limiting Consultant’s indemnification of City, and prior to commencement of any services under this Agreement, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. (a) General liability insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.
(b) Automobile liability insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Services to be DocuSign Envelope ID: B37625E0-124F-45CA-8313-E40E9EA191C4 Item #16. Page 5
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performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. (c) Professional liability (errors & omissions) insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement. (d) Workers’ compensation insurance. Consultant shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000).
(e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”.

5.2 General Insurance Requirements.
(a) Proof of insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. (b) Duration of coverage. Consultant shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, its agents, representatives, employees or subconsultants.
(c) Primary/noncontributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured.
(d) City’s rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. (e) Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or that is on the List of Approved Surplus Line Insurers in the State of California, with an assigned DocuSign Envelope ID: B37625E0-124F-45CA-8313-E40E9EA191C4 Item #16. Page 6
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policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager.
(f) Waiver of subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. (g) Enforcement of contract provisions (non-estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of noncompliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder.
(h) Requirements not limiting. Requirements of specific coverage features, or limits contained in this section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. 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 all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
(i) Notice of cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. (j) Additional insured status. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. (k) Prohibition of undisclosed coverage limitations. 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 of in writing. (l) Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability.

The policy(ies) shall not contain any cross-liability exclusions. (m)Pass through clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant 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.

Consultant agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to City for review.

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(n) Agency’s right to revise specifications. 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 Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant’s compensation.
(o) Self-insured retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City.
(p) Timely notice of claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. (q) Additional insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work.

5.3 Indemnification.

To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, invitees, or any individual or entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, except claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement.

RECORDS, REPORTS, AND RELEASE OF INFORMATION

5.4 Records. Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the “books and records”), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services and shall keep such records for a period of three years following completion of the services hereunder. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records.

5.5 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement or as the Contract Officer shall require.

5.6 Confidentiality and Release of Information.

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(a) All information gained, or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than the City without prior written authorization from the Contract Officer. (b) Consultant shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, 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 not be considered “voluntary” provided Consultant gives the City notice of such court order or subpoena. (c) If Consultant provides any information or work product in violation of this Agreement, then the City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct. (d) Consultant shall promptly notify the City should Consultant be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder. The City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with the City and to provide the City with the opportunity to review any response to discovery requests provided by Consultant.

5.7 Ownership of Documents. All studies, surveys, data, notes, computer files, reports, records, drawings, specifications, maps, designs, photographs, documents and other materials (the “documents and materials”) prepared by Consultant in the performance of this Agreement shall be the property of the City and shall be delivered to the City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by the City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Moreover, Consultant with respect to any documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City.

6. ENFORCEMENT OF AGREEMENT AND TERMINATION

6.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California.

6.2 Disputes; Default. In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article.

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6.3 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et. seq. and 910 et. seq., in order to pursue any legal action under this Agreement.

Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.

6.4 Termination Prior to Expiration of Term. This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days’ written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days’ written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder, but not exceeding the compensation provided therefore in the Schedule of Compensation Exhibit “C”. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2.

6.5 Termination for Default of Consultant. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated.

7. MISCELLANEOUS

7.1 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry, or other protected class in the performance of this Agreement. Consultant shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry, or other protected class

7.2 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by DocuSign Envelope ID: B37625E0-124F-45CA-8313-E40E9EA191C4 Item #16. Page 10
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the City or for any amount, which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.

7.3 Notice. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Glendora, 116 E.

Foothill Blvd., Glendora, California 91741-3380, and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section.

7.4 Integration; Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing.

7.5 Severability. In the event that part of this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining portions of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless.

7.6 Waiver. No delay or omission in the exercise of any right or remedy by non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. A party’s consent to or approval of any act by the other party requiring the party’s consent or approval shall not be deemed to waive or render unnecessary the other party’s consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.

7.7 Attorneys’ Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which any be granted, whether legal or equitable, shall be entitled to reasonable attorney’s fees, whether or not the matter proceeds to judgment.

7.8 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.

7.9 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument.

7.10 Warranty & Representation of Non-Collusion. No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation.

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found to be “remote” or “noninterest” pursuant to Government Code Sections 1091 or 1091.5.

Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect.

Consultant’s Authorized Initials
Manuel Downey

8.11. Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [Signatures On The Following Page]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.

CITY:

City of Glendora, a municipal corporation
Adam Raymond
City Manager
APPROVED AS TO FORM: CERTIFY AVAILABILITY OF FUNDS:

ALESHIRE & WYNDER, LLP
William W. Wynder
City Attorney
Marie Ricci
Administrative Services Director/City Treasurer
ATTEST:

Kathleen R. Sessman
City Clerk/Communications Director
CONTRACTOR:

CUBICLE AND OFFICE, INC.

Name: Manuel Downey
Title: President
Email Address: [email protected]
Name: Alex Downey
Title: Secretary
Email Address: [email protected]
Two corporate officer signatures required when Contractor is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONTRACTOR’S SIGNATURES SHALL BE DULY NOTARIZED UNLESS EXECUTED UTILIZING DOCUSIGN. IN ADDITION, THE APPROPRIATE

ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR’S BUSINESS ENTITY.

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01240.0001/535307.1 A-1
EXHIBIT “A”

SCOPE OF SERVICES
I. Consultant will perform the following services:

A. Deliver (11) Cubicles to City of Glendora Water Dept.

B. Remove existing desks, load onto truck, deliver and unload at City of Glendora storage location,
C. Cubicle assembly and installation of (11) Remanufactured Herman Miller AO2 Cubicles with Framed Glass Windows per drawing 10692f - City of Glendora - Option A D. All work to be performed during regular business hours. Workers will be paid prevailing wage.

All work will be completed within 2 to 3 business days.

Note: Licensed electrician required to connect building power to cubicle power feeds.

II. As part of the Services, Consultant will prepare and deliver the following tangible work products to the City:

Remanufactured Herman Miller AO2 Cubicles with Framed Glass Windows per drawing 10692f - City of Glendora - Option A
 (8) 6’ x 7’ x 53”H Cubicles – Cubicles 1 & 2, and Cubicles 6 – 11 have (1) BBF and (1) FF Pedestal File Cabinet.
 (3) Cubicles in a shared workspace – Cubicle #3 is 9’ x 6’ x 53”H, Cubicle #4 is 7 ½’ x 6’ x 53”H, Cubicle #5 is 6’ x 6 ½’ x 53”H. Each Cubicle has (1) BBF and (1) FF Pedestal File Cabinet.
 Cubicles 1, 2, 3, and 5 have a 24”W Half shelf with Task light. Cubicle 4 has a 42”W Half shelf with Task light. Cubicles 9, 10, and 11 have a 36”W Half Shelf with task lights. All Cubicles are powered with Base Power Feeds and/or Power Pole.
 Cubicles have Framed Glass panels where indicated on drawing.  Each cubicle has (1) Data Plate.

III. In addition to the requirements of Section 6.2, during performance of the Services, Consultant will keep the City updated of the status of performance by delivering the following status reports:

Not applicable.

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Project Title, Plan No #### 2
IV. All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City.

V. Consultant will utilize the following personnel to accomplish the Services:

A. Carlos Lopez
B. Nathan Quach
C. Reymilo Cuevas
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01240.0001/535307.1 B-1
EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Added text is indicated in bold italics, deleted text is indicated in strikethrough. [THIS PAGE INTENTIONALLY LEFT BLANK]
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C-1
01240.0001/535307.1
EXHIBIT “C”

SCHEDULE OF COMPENSATION
I. Consultant shall perform the following Services at the following rates:

DESCRIPTION RATE TIME SUB-BUDGET
A. Deliver Cubicles $500 ___________ ___________
B. Assemble (11)
Cubicles
$2,750
C. Remove Desks, Deliver
to Storage, unload at
storage site
$0
II. Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task subbudget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 2.3.

III. The City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice is to include:

A. Line items for all the work performed, the number of hours worked, and the hourly rate.

B. Line items for all materials and equipment properly charged to the Services.

C. Line items for all other approved reimbursable expenses claimed, with supporting documentation.

D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services.

IV. The total compensation for the Services shall not exceed the Contract Sum as provided in Section 2.1 of this Agreement.

V. Consultant’s billing rates for all personnel are attached as Exhibit C-1.

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D-1
01240.0001/535307.1
EXHIBIT “D”

SCHEDULE OF PERFORMANCE
I. Consultant shall perform all services timely in accordance with the following schedule:

Description Days to Perform Deadline Date
A. Deliver Cubicles 1/4 7/29/2022
B. Assemble 11
Cubicles
1 ¾ 07/29/2022
C. Remove Desks,
Deliver to
Storage, unload
at storage site
1 07/29/2022
II. Consultant shall deliver the following tangible work products to the City by the following dates.
07/29/2022
A. 11-Remanufactured Herman Miller AO2 Cubicles with Framed Glass Windows per drawing 10692f - City of Glendora - Option A
B. (4) 24"W, (3) 36"W, and (1) 42"W Open Half Shelves, with Task lights III. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2.

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STAFF REPORT
TO: MAYOR AND COUNCIL MEMBERS DATE: JUNE 28, 2022
FROM: PUBLIC WORKS DISTRICT(S): CITYWIDE
SUBJECT: CONSIDERATION OF A RESOLUTION APPROVING DELEGATION OF AUTHORITY FOR

EXECUTING ALL CALTRANS DOCUMENTS RELATED WITH PRIORITY LEGISLATIVE BUDGET PROJECTS (PLBP) (STRATEGIC PLAN ITEMS 49-IMCIF AND 54-IMCIF)

RECOMMENDATION
That the City Council:

1. Adopt a City Council Resolution entitled, “A RESOLUTION APPROVING DELEGATION OF

AUTHORITY FOR EXECUTING ALL CALTRANS DOCUMENTS FOR WHICH CITY OF GLENDORA IS ELIGIBLE."

EXECUTIVE SUMMARY
The antique streetlight system was originally installed over 100 years ago and is located near/around the Glendora Village. As the system deteriorated over time, it became increasingly difficult to maintain, and was shut down by the City in 2004 due to unsafe conditions.

On January 28, 2020, the City Council approved sending a letter to Senator Portantino requesting an appropriation in the State of California’s budget to cover the cost of retrofitting the City’s historic street lights in the amount of $1,500,000 (Attachment D). In June 2021, Senator Portantino’s office announced that $1,500,000 was approved in the State budget for the renovation of the Glendora Antique Streetlight system (Attachment E).

Funding for Priority Legislative Budget Projects (PLBP) is dispersed through the California Department of Transportation (“CalTRANS”). CalTRANS requires the City to identify the official authorized to execute all the documents to secure PLBP funds and implement the approved project.

LEGISLATIVE HISTORY / PREVIOUS ACTIONS
Glendora’s Adopted Fiscal Year (FY) 2021/22 and FY 2022/23 Two-Year Budget’s Capital Improvement Program (CIP) included $50,000 programmed in FY 2022/23 for the Antique Streetlight Project and estimated unfunded amounts of $70,000 in FY2023/24, $1,065,000 in FY2024/25, and $790,000 in FY2025/26, for a total of $1,975,000.

After Senator Anthony J. Portantino (Senator Portantino) announcement that $1,500,000 was approved in the State budget for the renovation of the system, Glendora CIP funds were rescheduled between the Antique Streetlight Project and other existing CIP projects so that preliminary work could begin during FY2021/22, and an agreement was awarded to JMDiaz, Inc. to provide initial design services, including 65% complete design plans, and a preliminary total project cost estimate based upon those plans.

On September 23, 2021 the Governor signed Senate Bill No. 170 (“SB170”), amending the “Budget Act of 2021,” into law (“SB 170”). SB170 is intended to make appropriations for the support of state government for the 2021-22 fiscal year. Part of SB170 funding appropriated the Funds from the State General Fund to the local agencies to accomplish legislative priorities. Section 19.56 of the Budget Act of 2021 appropriated $1,500,000 from the State Fund to be allocated to City of Glendora for “Streetlight Retrofit” Item #17. Page 1
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project through CalTRANS.

On May 10, 2022 the City Council received an update on the antique streetlight system that identified several previous actions and discussions related to the potential retrofit or upgrade of the system to make it operational again, including balloting processes undertaken. The City engaged JMDiaz, Inc. to complete the final design for the antique streetlight system and develop a total cost estimate based on the design. It is estimated the cost to finalize the project would be $2,692,990, which would include finalizing design, restoring and upgrading the system with contracted construction management, and the associated costs of conducting a balloting proceeding to establish an antique streetlight assessment district, the success of which would be necessary to offset associated administrative and operational maintenance and repair costs. The City Council: 1) authorized a supplemental appropriation of $55,000 from Capital Projects Fund to complete design plans, 2) authorized staff to engage an Engineering firm to assess and conduct polling to potential assessment district owners’ support for the effort, and 3) authorized staff to develop an ad-hoc process for a group to begin a feasibility dialogue.

On June 14, 2022, the City Council received an update on the creation of an Ad-Hoc Antique Streetlight Citizen’s Advisory Panel, and directed staff to move forward with its creation.

DISCUSSION
The Antique Streetlight System was shut down by the City in 2004 due to unsafe conditions. Since that time, various discussions and actions were taken place to retrofit and upgrade the system to make it operational again.

On June 3, 2022, CalTRANS emailed the City of Glendora informing, “…Caltrans has determined that we can allow Advance Payment for these (PLBP) projects. As a result, we are working on a revised/streamlined version of the guidelines for the Legislative Priority Budget Projects (LPBP) and should have new guidelines available shortly. As part of this process we anticipate the need to have an agreement in place by June 25, 2022. As part of the agreement the City will need a defined scope/schedule and cost and wanted to make you aware so that the process can go more smoothly.

Please continue to work with your district Caltrans DLAE on this project. They will notify you when updated guidelines and agreement are available and work with you to get the agreement in place.” In the following days, staff worked diligently with CalTRANS to get updated guidelines and an agreement format. On June 10, 2022, CalTRANS provided the final template for “Caltrans - Local Agency Budget Appropriation Funds Transfer Agreement” to execute on or before June 25, 2022. As a condition to execute the Agreement, CalTRANS also requires the City to identify the official authorized through a resolution to execute all the documents to secure PLBP funds and implement the project.

The proposed Resolution authorizes the City Manager or his/her designee to execute any and all Agreements with CalTRANS, making the City the Administering Agency for fund transfers and successful execution of the project. This Resolution delegates the authority to sign any CalTRANS related document, for any Federal and/or State funded project.

Given the deadline established by CalTRANS – effectively three days before the date of this City Council meeting – the City Manager signed the agreement to ensure the City maintains access to the funds. The City also provided a copy of the published City Council agenda, which included the required resolution, temporarily satisfying the deadline. An executed resolution will be transmitted forthwith, pending consideration and approval of this report.

FISCAL IMPACT
The City will receive a one-time allocation of $1.5 million for the Antique Streetlight System Retrofit.

CalTRANS is currently working on the Funds Transfer Agreement with the State Controller’s Office. At this time, signatory authority is requested to proceed further.

Item #17. Page 2
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ENVIRONMENTAL DETERMINATION
This activity is not a project as defined by Section 21065 of the Public Resources Code or Section 15378 of Title 24, Chapter 3 of the California Code of Regulations.

Prepared By Maliha Ansari, Principal Civil Engineer
Concurs With Not Applicable
Reviewed By Alison Sweet, Public Works Director
Certified to Availability of Funds Marie Ricci, Administrative Services Director/City Treasurer Approved By Adam Raymond, City Manager
Legal Review William W. Wynder, City Attorney
CEQA Review Not Applicable
ATTACHMENTS:

A. Resolution Delegating Signatory Authority
B. Caltrans List of PLBP Projects
C. Caltrans - Glendora Budget Appropriation Funds Transfer Agreement D. 1-28-2020 City Council Minutes
E. Senator Portantino Announcement
Item #17. Page 3
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RESOLUTION CC 2022-____

A RESOLUTION OF THE CITY COUNCIL APPROVING THE

DELEGATION OF AUTHORITY FOR EXECUTING ALL CALTRANS

DOCUMENTS FOR WHICH CITY OF GLENDORA IS ELIGIBLE

THE CITY COUNCIL
City of Glendora, California
WHEREAS, the City of Glendora is eligible to receive Federal and/or State funding for certain transportation and local assistance projects through the California Department of Transportation (“CalTRANS”); and
WHEREAS, CalTRANS requires that the City execute certain documents, including but not limited to, Master Agreement, Program Supplemental Agreement, Cooperative Agreements, Right of Way Certifications, Fund Exchange Agreements, Project Certifications and/or Fund Transfer Agreements with CalTRANS before such funds can be claimed; and WHEREAS, the City of Glendora wishes to delegate authorization to execute these agreements, certifications and any amendments thereto to the City Manager or his/her designee.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF GLENDORA, CALIFORNIA, DOES HEREBY RESOLVE AS FOLLOWS:

SECTION 1. The foregoing recitals are true and correct and incorporated herein by this reference.

SECTION 2. The City of Glendora is eligible to receive certain Federal and/or State funds through CalTRANS.

SECTION 3. The City Manager, or his/her designee, is hereby authorized and empowered to execute in the name of City of Glendora all the documents, including but not limited to, Master Agreement, Program Supplemental Agreement, Cooperative Agreements, Right of Way Certifications, Fund Exchange Agreements, Project Certifications and/or Fund Transfer Agreements with CalTRANS.

SECTION 4. The City Clerk shall certify to the passage and adoption of this Resolution and shall enter the same in the Book of Original Resolutions.

PASSED, APPROVED, and ADOPTED this __ day of ________, 2022.

City Council of Glendora, California
BY:

KAREN K. DAVIS
Mayor
Item #17. Page 4
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Resolution CC 2022-______