Agenda packet — Glendora City Council, January 28, 2025 (part 1 of 2)

Packet Revised 1/24/2025
(Added text is indicated in bold italics, deleted text is indicated in strikethrough) Agenda Item No. 10 Staff Report and Attachment C
Agenda Item No. 13 Attachments

CITY OF GLENDORA

CITY COUNCIL, SUCCESSOR AGENCY AND HOUSING AUTHORITY
AGENDA
TUESDAY, JANUARY 28, 2025
CITY HALL COUNCIL CHAMBER, 116 E. FOOTHILL BOULEVARD, GLENDORA As a courtesy to others attending this meeting, please turn off or place in silent mode all cell phones and other communication devices while in the Council Chamber. Thank you.

MAYOR/CHAIR
David Fredendall, District 2

MAYOR PRO TEM/VICE-CHAIR
Michael Allawos, District 1

COUNCIL/COMMISSIONERS
Shaunna Elias, District 3
Karen Davis, District 4
Mendell L. Thompson, District 5

MEETING SCHEDULE
The regular meetings of the City Council shall be held on the second and fourth Tuesday of each month, closed session business will commence as early as 5:00 PM, when scheduled, and general business session will commence at 7:00 PM.

BROWN ACT
Agendas are drafted to accurately state what the legislative body is being asked to consider. The legislative body can take action on “all items” listed on the agenda and be in compliance with the open meeting laws.

Pursuant to provisions of the Brown Act, no action may be taken on a matter unless it is listed on the agenda, or unless certain emergency or special circumstances exist. The governing body may direct staff to investigate and/or schedule certain matters for consideration at a future meeting.

COMMUNICATION AND ELECTRONIC DEVICES
To minimize distractions, please be sure all personal communication and electronic devices are turned off or on silent mode.

LIVE BROADCASTING AND REBROADCASTING
Regular meetings are broadcast LIVE on the City Website at www.cityofglendora.gov, Meetings also broadcast on Channel 3 (Spectrum) & Channel 32 (Frontier) and are replayed Wednesday - Sunday the week following the meeting. Meetings are also available any time for replay through the City's webpage at cityofglendora.gov/citymeetings.

Meetings can also be viewed via the City YouTube channel at YouTube.com/cityofglendoraca.

Meeting Date: 1/28/2025 / Packet Page #: 1

CITY OF GLENDORA

CITY COUNCIL, SUCCESSOR AGENCY AND HOUSING AUTHORITY
AGENDA
TUESDAY, JANUARY 28, 2025
CITY HALL COUNCIL CHAMBER, 116 E. FOOTHILL BOULEVARD, GLENDORA 5:00 PM CLOSED SESSION
7:00 PM GENERAL BUSINESS SESSION
NOTICE IS HEREBY GIVEN that Closed Session business will commence at 5:00 PM and General Business Session will commence at 7:00 PM.

CALL TO ORDER

ROLL CALL

CLOSED SESSION
The regular meetings of the city council shall be held on the second and fourth Tuesday of each month, closed session business will commence at 6:00 p.m., when scheduled, and general business session will commence at 7:00 p.m. Closed Session discussions authorized by state law and allow the legislative body to consider/hear any matter which it is authorized by state law to hear or consider in closed session.

1. CONFERENCE WITH REAL PROPERTY NEGOTIATORS A closed session will be held, pursuant to Government Code 54956.8, enable the City Council and Housing Authority to give direction to its negotiator(s) Adam Raymond, Danny Aleshire, Moises Lopez, and Jeff Kugel regarding that certain real property 1762 Dale Road, APN 8631-013-023. The City's real property negotiator will seek direction from the City Council regarding Exclusive Negotiating Agreement.

2. CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION A closed session will be held, pursuant to Government Code §54956.9(d)(1)), to confer with legal counsel regarding pending litigation to which the City is a party. The title of such litigation is as follows: Roger White v. The City of Glendora; Case Number: 24-179539.

3. CONFERENCE WITH LEGAL COUNSEL – ANTICIPATED LITIGATION A closed session will be held, pursuant to Government Code § 54956.9(d)(2) and (e)(1) because a point has been reached in the opinion of the City Council on the advice of legal counsel that there is significant exposure to litigation based on: Facts and circumstances that might result in litigation against the City but which the City believes are not yet known to a potential plaintiff or plaintiffs, which facts and circumstances need not be disclosed.

INVOCATION AND PLEDGE OF ALLEGIANCE
In permitting a nonsectarian invocation, the City does not intend to proselytize, advance, or disparage any faith or belief. Neither the City nor the City Council endorses any particular belief or form of invocation.
 Invocation
 Pledge of Allegiance

HIGH SCHOOL STUDENT REPORTS

4. High School Student Reports
Meeting Date: 1/28/2025 / Packet Page #: 2

REORDERING OF AND ADDITIONS TO THE AGENDA

PUBLIC COMMENT
Three (3) Minute speaking time limit, speaking once, unless upon motion, such time is extended by the legislative body.

Any person may request to address a legislative body during a public meeting. Speakers are limited to three (3) minutes, speaking once, on both on- and offagenda items, unless, upon motion, such time is extended by the legislative body. Such statements shall only be allowed during the Public Comment portion of the agenda. If there are any public hearings scheduled, individuals will be given an additional opportunity to comment under said items. Speakers are not permitted to yield their time to another speaker. Public comment is limited to 30 minutes at each meeting, with the ability to extend if the legislative body so chooses by majority vote.

To ensure that the public is able to participate, the City may provide a variety of ways in which the public can submit their comment: in person, email, phone call, mail and any other method which may become available. Methods of participation may be subject to change during other such times when a State of Emergency, Health Order or State Executive Order limits in-person participation.

5. Public Comments Received

MEMBER STATEMENTS/REPORTS

CITY MANAGER AND CITY ATTORNEY STATEMENTS

SPECIAL ITEMS

6. Glendora Police Department Quarterly Update

CONSENT CALENDAR
Items on the Consent Calendar will be enacted by one motion without individual discussion. There will be no separate discussion of these items unless a member of the governing body requests specific item(s) be removed from the Consent Calendar for separate action. Items removed from the Consent Calendar will be considered after the Consent Calendar is approved. Anyone wishing to address a Consent Calendar item should do so during the Public Comment Period.

7. Affirm Minutes from January 14, 2025 Meeting
CITY/AGENCY/AUTHORITY RECOMMENDATION: 1. Affirm Minutes as presented.

8. City of Glendora and Glendora Successor Agency Investment Report for December 2024 CITY/AGENCY RECOMMENDATION: 1. City of Glendora and Glendora Successor Agency Investment Report for December 2024.

9. Approve an Agreement with Sports Facilities Group Inc. for the installation of new bleachers at the Crowther Teen and Family Center in the amount of $46,965 CITY RECOMMENDATION: 1. Approve an agreement with Sports Facilities Group, Inc. for the installation of new bleachers at the Crowther Teen and Family Center in the amount of $46,965; and

2. Authorize the City Manager or his designee to execute the agreement with Sports Facilities Group, Inc. including minimal and/or non-substantive changes; and 3. Approve a supplemental appropriation in the amount of $50,000 in Capital Projects Fund 301.

MEMBER AGENDA ITEMS

10. Update to fill an Unscheduled Vacancy on the Community Services Commission, Office No. 3 with a Term expiring June 30, 2027
Meeting Date: 1/28/2025 / Packet Page #: 3
CITY RECOMMENDATION: 1. Receive update and provide direction to staff on appointing applicant to fill an unscheduled vacancy on the Community Services Commission (Office No. 3; Term Ending June 30, 2027); and 2. Confirm City Council availability for a Special Meeting on Tuesday, February 11, 2025 to conduct interviews and appoint.

NEW BUSINESS

11. Approval of a contract service agreement with RSG, Inc. for consulting services related to annexation of unincorporated areas within the City of Glendora's sphere of Influence (Project # PLN24-0027)
CITY RECOMMENDATION: 1. Approve a contract services agreement with RSG, Inc. for professional services to assist the City to annex five remaining unincorporated areas within the City of Glendora’s sphere of influence; and 2. Approve a supplemental appropriation in General Fund (101) in the amount of $160,000; and 3. Authorize the City Manager or their designee to execute the agreement, including minimal and non-substantive changes.

12. Approve a Professional Services Agreement with EXP U.S. Services Inc. for Design Services and Construction Project Management for the Glendora Avenue Water and Street Improvement Project in the amount of $806,172
CITY RECOMMENDATION: 1. Award a Professional Services Agreement to EXP U.S. Services Inc. for Design Services and Construction Project Management for the Glendora Avenue Water and Street Improvement Project in the amount of $806,172; and 2. Authorize the City Manager or his designee to execute the Agreement, including any minimal and/or non-substantive changes; and 3.

Approve a supplemental appropriation in Measure M Fund (234) in the amount of $242,000 and Water Capital Fund (502) in the amount of $565,000 for this project.

13. Approve a Professional Services Agreement with TKE Engineering Inc. for Design of Water and Street Improvements and Construction Project Management for Colorado Avenue, et al. in the amount of $195,225
CITY RECOMMENDATION: 1. Award a Professional Services Agreement to TKE Engineering Inc. for design of Water and Street Improvements and Construction Project Management for Colorado Ave, et al., in the amount of $195,225; and 2. Authorize the City Manager or his designee to execute the agreement, including any minimal and/or non-substantive changes; and 3. Approve an appropriation from the Measure M Fund (234) in the amount of $59,000 and the Water Capital Fund (502) in the amount of $137,000 for this project.

MEMBER/STAFF CLOSING COMMENTS

ADJOURNMENT
I hereby certify under penalty of perjury under the laws of the State of California that the foregoing agenda was posted on the Glendora City Hall bulletin board at 116 E. Foothill Boulevard and on the City of Glendora website at www.cityofglendora.gov not less than 72 hours prior to the meeting in accordance with Government Code Section 54954.2.

Dated: January 23, 2025
Revised: January 24, 2025 Kathleen R. Sessman, MMC
City Clerk/Communications Director
Meeting Date: 1/28/2025 / Packet Page #: 4

E-BIKES AND LOW SPEED VEHICLES

POLICE DEPARTMENT

CITY COUNCIL MEETING
JANUARY 28, 2025

CHRIS STABIO, CAPTAIN
Item #6. Page 1
Meeting Date: 1/28/2025 / Packet Page #: 5

E-BIKES- THE BASICS
One of the most commonly used electric 2
wheeled vehicles
Class 1- pedal assist, no faster than 20 mph- no
helmet unless under 18
Class 2- low speed throttle assist, no faster than
20 mph- no helmet unless under 18
Class 3- pedal assist, no faster than 28 mph,
must have speedometer, bicycle helmet required,
no operators under 16
Item #6. Page 2
Meeting Date: 1/28/2025 / Packet Page #: 6

ELECTRIC MOTORIZED BOARDS- THE
BASICS
Cannot be manufactured to exceed 20 miles per
hour
Cannot be operated on a roadway at a speed
greater than 15 miles per hour
Cannot be operated on a roadway with a speed
limit greater than 35 miles per hour
Operator must be at least 16 years old
Helmet required for all operators
Item #6. Page 3
Meeting Date: 1/28/2025 / Packet Page #: 7

ILLEGAL VEHICLES
Electric dirt bikes not equipped with pedals
Motorized skateboards
Pocket bikes or Mini-motorcycles
Item #6. Page 4
Meeting Date: 1/28/2025 / Packet Page #: 8
IS IT STREET LEGAL?
Key differences
Golf carts- not capable of more than 15
mph and has no safety equipment. Not
legal except if adjacent to the golf course
Low speed vehicles- restricted to streets
with a speed of 35 mph or less, must be
able to travel between 20-25 mph.

Must be equipped with bumpers, mirrors,
turn signals, brake lights, headlights,
taillights and seatbelts.

Item #6. Page 5
Meeting Date: 1/28/2025 / Packet Page #: 9
Questions?
Item #6. Page 6
Meeting Date: 1/28/2025 / Packet Page #: 10

CALL TO ORDER
The City Council, Successor Agency and Housing Authority meeting was called to order at 6:00 PM.

ROLL CALL
Members Present: Karen Davis, Shaunna Elias, Mendell L. Thompson, Mayor Pro Tem/Vice-Chair Michael Allawos, and Mayor/Chair David Fredendall
Members Absent: None
Staff Present: City Manager/Executive Director Adam Raymond, City/Agency Attorney Danny Aleshire, Assistant City Manager Moises Lopez, Deputy City Manager Marie Ricci, Public Works Director William Wittkopf, Finance Director/City Treasurer Kyle Johnson, Community Development Director Jeff Kugel, Recreation and Human Services Director John Aguirre, Information Technology Director Sam Robbin (via Zoom), Senior Management Analyst Alycia Suniga, Management Aide Armando De Jesus, Digital Media Specialist Craig Gill, Senior Digital Media Specialist Greg Morton, and Deputy City Clerk/Records Manager Roxanne Breceda

CLOSED SESSION
City Clerk Sessman announced that an emergency item arose after the posting of the agenda, and there was immediate need for the City Council to take action. The agenda was revised to add a 6:00 PM Closed Session, Closed Session title, “Threat to Public Services or Facilities,” A closed session will be held, pursuant to Government Code §54957, regarding a possible threat to public services or facilities, item was read into the record and a two-thirds vote of the City Council was required to “officially” place the matter on tonight’s agenda.

A motion was made by Mayor Pro Tem Allawos, seconded by Council Member Davis, that the City Council approved emergency item to the January 14, 2025 agenda. An oral roll call vote was conducted, and the motion carried 5 - 0 as follows: AYES Davis, Elias, Thompson, Allawos, Fredendall; NOES None, ABSENT None; ABSTAIN None.

There was no one wishing to provide public comment. The meeting convened into Closed Session at 6:03 PM.

1. THREAT TO PUBLIC SERVICES OR FACILITIES A closed session will be held, pursuant to Government Code §54957, regarding a possible threat to public services or facilities.

Consultation with: City Manager, Assistant City Manager, Deputy City Manager, City Attorney, and Public Works Director
Closed Session adjourned at 6:59 PM and the meeting was convened back into Open Session at 7:05 PM with all members present.

City of Glendora Minutes
Regular Meeting
Tuesday, January 14, 2025
City Hall Council Chamber
116 E. Foothill Boulevard, Glendora
Virtually via Zoom ID 9329247224
The City Council also serves as members of the Board of Directors of the Successor Agency of the former Community Redevelopment Agency, Housing Authority and Public Financing Authority, which are concurrently convening this evening.

Item #7. Page 1
Meeting Date: 1/28/2025 / Packet Page #: 11
Minutes Tuesday, January 14, 2025 Page 2 of 6
Regular Meeting City Council, Successor Agency and Housing Authority City Attorney Aleshire reported the following Closed Session actions: Item 1) Staff provided a briefing to Council regarding the water system, supply, and capacity and potential imminent threats from fire hazards, and no reportable was action taken.

Mayor Fredendall commented on acceptance of Mayor and Mayor Pro Tem Allawos to serve the 2025 year term.

INVOCATION AND PLEDGE OF ALLEGIANCE
The Invocation was given by Senior Pastor Dominick DiMiele of Glendora Alliance Church.

The Pledge of Allegiance was led by Management Aide De Jesus.

REORDERING OF AND ADDITIONS TO THE AGENDA
There were no requests received.

PUBLIC COMMENT

2. Public Comment
Comments were received from: Bob Moore, Debbie Neal, Teri Merrick, Glendora Chamber President/CEO Joe Cina, Krista Granger, Irma Granger, Brittany Meyers, Beckett, Amy Pitcher, Tracy Grarski, and Joseph Ferrarer.

MEMBER STATEMENTS/REPORTS
Mayor/Chair Fredendall addressed public comment on public safety concern.

Council Member/Commissioner Elias commented on windstorm and thanked staff for their coordination on the community clean-up; addressed public comment and safety concerns; and announced Soroptimist Pajama Party Auction and Brunch event.

Council Member/Commissioner Davis commented on those impacted by the windstorm.

Council Member/Commissioner Thompson commented on the Christmas parade; thanked staff for their coordination on the safety and clean-up of the community relating to the windstorm.

Mayor Pro Tem/Vice-Chair Allawos thanked staff for their preparation and coordination relating to the windstorm; requested an update of Southern California Edison power related issues, water issues; commented on clearance for fire and resident’s preparation.

Mayor/Chair Fredendall commented on Southern California Edison concern related to power issues, thanked staff for their coordination on the clean-up of the community relating to the windstorm; and water issues.

CITY MANAGER AND CITY ATTORNEY STATEMENTS
City Manager/Executive Director Raymond commented on the upcoming educational opportunities to address brush clearance and emergency preparedness.

Item #7. Page 2
Meeting Date: 1/28/2025 / Packet Page #: 12
Minutes Tuesday, January 14, 2025 Page 3 of 6
Regular Meeting City Council, Successor Agency and Housing Authority

SPECIAL ITEMS

3. Recognition of Outgoing Mayor Mendell L. Thompson
The City Council conducted recognition to outgoing Mayor Mendell L. Thompson.

The City Council recessed the meeting at 8:25 PM to conduct a brief reception and reconvened the meeting back into session at 8:37 PM.

PUBLIC HEARINGS

4. Conduct a Public Hearing to consider a Resolution amending the City of Glendora Master Fee Schedule for services relating to Sidewalk Vendors and Vending Item title was read into the record and the Public Hearing was declared opened. There was no one wishing to provide testimony. Public Hearing was declared closed.

A motion was made by Mayor Pro Tem Allawos, seconded by Council Member Thompson, that the City Council 1. Adopt City Council Resolution CC 2025-01 entitled, “A

RESOLUTION OF THE CITY COUNCIL AMENDING THE CITY OF GLENDORA

MASTER FEE SCHEDULE PERTAINING TO FEES AND CHARGES FOR SIDEWALK VENDORS AND VENDING.” An oral roll call vote was conducted, and the motion carried 5 - 0 as follows: AYES Davis, Elias, Thompson, Allawos, Fredendall; NOES None, ABSENT None; ABSTAIN None.

CONSENT CALENDAR
A motion was made by Council Member/Commissioner Davis, seconded by Mayor Pro Tem/ViceChair Allawos, to approve Consent Calendar Items as presented, affirming the actions appropriate to each item and noting that item #10 was pulled and tabled to the January 28, 2025 Joint City Council meeting. An oral roll call vote was conducted, and the motion carried 5 - 0 as follows: AYES Davis, Elias, Thompson, Allawos, Fredendall; NOES None, ABSENT None; ABSTAIN None.

5. Affirm the November 12, 2024, December 2-3, 2024, and December 10, 2024 Meeting minutes The City Council, Successor Agency and Housing Authority 1. Affirmed minutes as presented.

6. Review and Affirm Disbursements for November 2024 in the amount of $5,612,897.27 The City Council and Successor Agency 1. Reviewed and affirmed disbursements for November 2024 in the amount of $5,612,897.27.

7. Review and Affirm Disbursements for December 2024 in the amount of $3,918,450.57 The City Council and Successor Agency 1. Reviewed and affirmed disbursements for December 2024 in the amount of $3,918,450.57.

8. City of Glendora and Glendora Successor Agency Investment Report for November 2024 The City Council and Successor Agency 1. Received and filed the Monthly Investment Activity Report for November 2024.

Item #7. Page 3
Meeting Date: 1/28/2025 / Packet Page #: 13
Minutes Tuesday, January 14, 2025 Page 4 of 6
Regular Meeting City Council, Successor Agency and Housing Authority

9. Adopt a Resolution authorizing the Examination of Sales or Transaction and Use Taxes Records The City Council 1. Adopted City Council Resolution CC 2025-02 entitled, “A RESOLUTION

OF THE CITY COUNCIL OF THE CITY OF GLENDORA AUTHORIZING SPECIFIED

CITY OFFICIALS AND HINDERLITER, DE LLAMAS & ASSOCIATES TO EXAMINE

RECORDS RELATING TO THE TRANSACTIONS AND USE TAX (TUT) COLLECTED BY CALIFORNIA DEPARTMENT OF TAX AND FEE ADMINISTRATION"; and 2.

Approved Amendment No. 2 to the agreement for Sales, Use and Transactions Tax Audit and Informational services with Hinderliter De Llamas and Associates in the amount $3,600 Annually and Twenty-Five Percent of audit and recovery transaction and use tax revenue.

10. Approve an agreement with Sports Facilities Group Inc. for the installation of new bleachers at the Crowther Teen and Family Center in the amount of $44,306.25 The City Council 1. Approved to bring forward this item to the January 28, 2025 Joint City Council meeting.

11. Award the Contract for the 2025 Citywide Pavement Evaluation Update, Plan 1393, to Bucknam Infrastructure Group, Inc
The City Council 1. Awarded the Contract for the Citywide Pavement Management Plan Update, Plan 1393, to Bucknam Infrastructure Group, Inc. in the amount of $174,879; 2. Authorized the Public Works Director to execute any necessary change order; 3. Approved a supplemental appropriation in Capital Projects Fund 301 in the amount of $43,000; and 4. Authorized the Mayor to execute the Agreement.

12. Authorize the purchase of a 2023 Ford F-450 with valve exerciser from National Auto Fleet Group
The City Council 1. Authorized the purchase of one (1) 2023 Ford F-450 with PV100-PT1000 valve exerciser body from National Auto Fleet Group based in Watsonville, CA for $267,451.10, including taxes and fees.

13. Approve Amendment No. 3 to the Agreement for Contractual Services between George E. Booth Co., LLC and the City of Glendora dated September 8, 2020, for supervisory control and data acquisition (SCADA) system maintenance services for the Water Division, extending the term of the agreement for one year and increasing the contract sum to an amount not to exceed $397,759
The City Council 1. Approved Amendment No. 3 to the Agreement for Contractual Services with George E. Booth Co., LLC for supervisory control and data acquisition (SCADA) system maintenance services, extending the term of the agreement for an additional one-year period, and increasing the contract sum to an amount not to exceed $397,759; and 2. Authorized the City Manager or his designee to execute Amendment No. 3 with George E. Booth Co., Inc. including minimal and/or non-substantive changes.

14. Second Reading and Adoption of Ordinance No. 2093 Amending Chapters 10.76 (Street Vending) and 10.77 (Sidewalk Vending) of the Glendora Municipal Code Pertaining to the Regulation of Sidewalk Vendors
Item #7. Page 4
Meeting Date: 1/28/2025 / Packet Page #: 14
Minutes Tuesday, January 14, 2025 Page 5 of 6
Regular Meeting City Council, Successor Agency and Housing Authority The City Council 1. Adopted on second reading Ordinance 2093 entitled, “AN ORDINANCE

OF THE CITY COUNCIL OF THE CITY OF GLENDORA, CALIFORNIA, AMENDING TITLE 10 (VEHICLES AND TRAFFIC) OF THE GLENDORA MUNICIPAL CODE CHAPTERS 10.76 (STREET VENDING) AND 10.77 (SIDEWALK VENDING) TO UPDATE THE CITY OF GLENDORA’S REGULATORY PROGRAM APPLICABLE TO STREET AND SIDEWALK VENDORS.”

MEMBER AGENDA ITEMS

15. Conduct the Annual Review of City Council Appointments to Various Regional Organizations as City Representatives/Delegates and adopt proposed Resolution appointing delegates and alternates for 2025
A motion was made by Mayor Pro Tem Allawos, seconded by Council Member Davis, that the City Council 1. Adopt City Council Resolution CC 2025-03 entitled, "A RESOLUTION OF

THE CITY COUNCIL APPOINTING DELEGATES AND ALTERNATES TO VARIOUS

REGIONAL BOARDS AND COMMITTEES THAT THE CITY OF GLENDORA IS A MEMBER FOR 2025 AND RESCIND RESOLUTION CC 2024-41.” An oral roll call vote was conducted, and the motion carried 5 - 0 as follows: AYES Davis, Elias, Thompson, Allawos, Fredendall; NOES None, ABSENT None; ABSTAIN None.

16. Amended By-Laws of the Glendora Village Business Improvement District (BID) Advisory Board
A motion was made by Mayor Pro Tem Allawos, seconded by Council Member Thompson, that the City Council 1. Approve the Amended By-Laws of the Glendora Village Business Improvement District (BID) Advisory Board. An oral roll call vote was conducted, and the motion carried 5 - 0 as follows: AYES Davis, Elias, Thompson, Allawos, Fredendall; NOES None, ABSENT None; ABSTAIN None.

UNFINISHED BUSINESS

17. Award an Agreement for Contract Services with WaterWise Consulting for Water Conservation Professional Services through June 30, 2025, with an option to extend the term for a maximum of five additional one-year periods, in an amount not to exceed $275,000 per Fiscal Year A motion was made by Mayor Pro Tem Allawos, seconded by Council Member Thompson, that the City Council 1. Award an Agreement for Contract Services with WaterWise Consulting in an amount not to exceed $275,000 per fiscal year; 2. Authorize the Public Works Director to execute any necessary contingency in an amount not to exceed ten percent (10%) of the original contract amount; and 3. Authorize the City Manager to execute the agreement including extensions for up to a maximum of five one-year periods. An oral roll call vote was conducted, and the motion carried 5 - 0 as follows: AYES Davis, Elias, Thompson, Allawos, Fredendall; NOES None, ABSENT None; ABSTAIN None.

MEMBER/STAFF CLOSING COMMENTS
Mayor Fredendall thanked staff for the teamwork and reports conducted this evening.

ADJOURNMENT
Meeting adjourned at 9:09 PM.

Item #7. Page 5
Meeting Date: 1/28/2025 / Packet Page #: 15
Minutes Tuesday, January 14, 2025 Page 6 of 6
Regular Meeting City Council, Successor Agency and Housing Authority Kathleen R. Sessman, MMC
City Clerk/Communication Director
Minutes were approved on ________ .

Item #7. Page 6
Meeting Date: 1/28/2025 / Packet Page #: 16

STAFF REPORT
TO: Chair and Agency Members DATE: January 28, 2025
FROM: Finance DISTRICT(S): Citywide
SUBJECT: City of Glendora and Glendora Successor Agency Investment Report for December 2024

RECOMMENDATION
That the City/Agency Council:

1. City of Glendora and Glendora Successor Agency Investment Report for December 2024

STRATEGIC FOCUS AREAS
 Goal 2: Maintain Financial Stability and Sustainability (MFSS)

EXECUTIVE SUMMARY
The City’s book value of cash and investments for December 2024 totaled $111,568,640. This is an increase of $4,613,960 (4.31%) compared to the previous month. The increase is primarily due to property tax revenues totaling $3,863,983.

LEGISLATIVE HISTORY / PREVIOUS ACTIONS
Pursuant to Section 19 of the City’s FY 2024-25 Investment Policy, a monthly investment report must be provided to the City Council to provide a clear picture of the status of the current portfolio.

DISCUSSION
As prescribed in the Investment Policy for FY 2025, the attached investment report provides a listing of individual securities held at the end of the reporting period by authorized investment category, the average life and final maturity of all investments listed, coupon rate, discount or earnings rate, Par Value, Market Value and Book Value of each investment in the portfolio, including funds managed for the City by third parties.

In the month of December, there were four investment purchases (consisting of Limited Term Government Funds, Federal Agency Securities, and U.S. Government Treasuries) totaling $3,881,593. There were six securities that matured at $5,514,000, resulting in neither a gain nor loss.

FISCAL IMPACT
There is no fiscal impact associated with the recommended action.

ENVIRONMENTAL DETERMINATION
Not Applicable
Item #8. Page 1
Meeting Date: 1/28/2025 / Packet Page #: 17
Prepared By Kylie Petrovick, Accountant
Concurs With Not Applicable
Reviewed By Kyle Johnson, Finance Director/City Treasurer Certified to Availability of Funds Kyle Johnson, Finance Director/City Treasurer Approved By Adam Raymond, City Manager
Legal Review Not Applicable
CEQA Review Not Applicable
ATTACHMENTS:

A. December 2024 Investment Report
Item #8. Page 2
Meeting Date: 1/28/2025 / Packet Page #: 18
Item #8. Page 3
Meeting Date: 1/28/2025 / Packet Page #: 19
Financial Advisor

GIORDANO/CHEN
626-405-4753
UBS Client Review
As of December 31, 2024
251 South Lake Avenue10th FloorPasadena, CA 911013003Branch office Report Prepared for: City of Glendora* excluded from performance exhibits Type
AccountName
AccountNumberSX XX180 City of Glendora Business Service Account@SX XXX279* CITY OF GL Non UBS Investment LAIF@SX XXX283* CITY OF GL Non UBS Investment Bank of America What's insideAsset Allocation Review. . . . . . . . . . . . . . . . . . . . . . 2Sources of Portfolio Value. . . . . . . . . . . . . . . . . . . . 3Bond Summary. . . . . . . . . . . . . . . . . . . . . . . . . . . . 4Portfolio Holdings. . . . . . . . . . . . . . . . . . . . . . . . . . 5Bond Holdings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18Important Information About This Report. . . . . . . . 31

Page 1 of 36 ends

Item #8. Page 4
Meeting Date: 1/28/2025 / Packet Page #: 20
Consolidated report prepared for City of Glendora
Asset Allocation Reviewas of December 31, 2024
Summary of Asset Allocation
Market
value ($)
% of
Portfolio
Cash 18,579,722.34 16.78
Cash 18,579,722.34 16.78 US 18,579,722.34 16.78
Fixed Income 92,129,285.25 83.22
US 92,129,285.25 83.22 US Fixed Income 14,829,212.77 13.39 Government 49,378,056.48 44.60 Corporate IG Credit 27,922,016.00 25.22 Equity 0.00 0.00Commodities 0.00 0.00Non-Traditional 0.00 0.00Other 0.00 0.00Total Portfolio $110,709,007.59 100%Balanced mutual funds and Insurance & Annuity products are allocated in the 'Other' category Cash 16.78%US Fixed Income 83.22%
Total Value: $110,709,007.59
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.Accrued interest, if any, has been included in the total market value.Report created on: January 06, 2025 Page 2 of 36 Item #8. Page 5
Meeting Date: 1/28/2025 / Packet Page #: 21
Consolidated report prepared for City of Glendora
Sources of Portfolio Valueas of December 31, 2024
Market Value Net amount you invested (net of fees)
02/22 12/22 12/23 12/24
5075
100125150
$ Millions
MTD
11/30/2024 to
12/31/2024
QTD
09/30/2024 to
12/31/2024
ITD
02/23/2022 to
12/31/2024
YTD
12/31/2023 to
12/31/2024
Opening value 103,736,549.86 106,224,673.64 105,216,329.40 40,589,214.16 Net deposits/withdrawals -629,792.15 -3,447,822.41 -6,865,486.94 57,448,203.57Div./interest income 168,401.74 521,062.20 2,341,456.00 5,262,746.11Change in accr. interest 7,663.87 2,570.82 -153,312.95 284,205.36Change in value 139,805.27 122,144.33 2,883,643.07 -161,740.63Closing value 103,422,628.58 103,422,628.58 103,422,628.58 103,422,628.58Net Time-weighted ROR 0.31 0.62 4.71 1.53Performance returns are annualized after 1 year. Net deposits and withdrawals include program and account fees.Benchmarks - Annualized time-weighted returnsUS Treasury Bill - 3 Mos 0.40 1.19 5.32 4.18BofA Corp/Gov 1-5Y -0.07 -0.66 3.93 1.70BBG Agg Bond -1.64 -3.06 1.25 -1.06Past performance does not guarantee future results and current performance may be lower/higher than past data presented.Report created on: January 06, 2025 Page 3 of 36 Item #8. Page 6
Meeting Date: 1/28/2025 / Packet Page #: 22
Consolidated report prepared for City of Glendora
Bond Summaryas of December 31, 2024Bond OverviewTotal quantity 94,262,000Total market value $91,777,812.39Total accrued interest $351,472.86Total market value plus accrued interest $92,129,285.25Total estimated annual bond interest $1,667,121.75Average yield to maturityAverage coupon 1.78%

4.49%1.82%4.48%
Average current yieldAverage yield to worstAverage modified duration 1.35Average effective maturity 1.49 Investment Type AllocationInvestment type Taxable ($) Total ($) Tax-exempt /
deferred ($)
% of
bond
port.

Certificates of deposit 14,829,212.77 0.00 14,829,212.77 16.10U.S. corporates 27,922,016.00 0.00 27,922,016.00 30.31U.S. federal agencies 46,464,915.39 0.00 46,464,915.39 50.43U.S. treasuries 2,913,141.09 0.00 2,913,141.09 3.16Total $92,129,285.25 $0.00 $92,129,285.25 100% Credit Quality of Bond HoldingsA Aaa/AAA/AAA 14 23,976,026.97 26.03B Aa/AA/AA 20 30,380,675.35 32.98C A/A/A 15 21,883,460.74 23.73D Baa/BBB/BBB 1 1,059,909.43 1.14E Non-investment grade 0 0.00 0.00F Certificate of deposit 62 14,829,212.77 16.12G Not rated 0 0.00 0.00Total 112 $92,129,285.25 100%Effective credit rating % of
port.

Value on
Issues 12/31/2024 ($)
Bond Maturity Schedule
Effective maturity schedule
2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2035 + Other 0 1020304050

0.0%

47.2%

28.5%

9.3%

2.6%

12.2%

0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Cash, mutual funds and some preferred securities are not included.$ Millions Includes all fixed income securities in the selected portfolio. Average yields and durations exclude Structured Product, Pass-Through, Perpetual Preferred, and Foreign securities.Accrued interest, if any, has been included in the total market value.Report created on: January 06, 2025 Page 4 of 36 Item #8. Page 7
Meeting Date: 1/28/2025 / Packet Page #: 23
Consolidated report prepared for City of Glendora
Portfolio Holdingsas of December 31, 2024Summary of Portfolio Holdings Unrealized
Cost basis ($) gain/loss (%)
Est. annual
income ($)
Unrealized
gain/loss ($)
Value on
12/31/2024 ($)
Current
yield (%)
% of
portfolio
A Cash 18,579,722 18,579,722 0 0.00% 404,285 2.18% 16.78% Cash 18,579,722 18,579,722 0 0.00% 404,285 2.18% 16.78% US 18,579,722 18,579,722 0 0.00% 404,285 2.18% 16.78%
B Fixed Income 92,988,918* 92,129,285 -1,858,644* -2.00%* 1,667,122 1.81% 83.22% US 92,988,918* 92,129,285 -1,858,644* -2.00%* 1,667,122 1.81% 83.22% US Fixed Income 15,021,984 14,829,213 -192,772 -1.28% 329,262 2.22% 13.40% Government 49,488,300* 49,378,056 -1,109,255* -2.24%* 754,302 1.53% 44.60% Corporate IG Credit 28,478,634 27,922,016 -556,618 -1.95% 583,558 2.09% 25.22% C Equity 0 0 0 0.00% NA NA 0.00%D Commodities 0 0 0 0.00% NA NA 0.00%E Non-Traditional 0 0 0 0.00% NA NA 0.00%F Other 0 0 0 0.00% NA NA 0.00%Total Portfolio $111,568,640* $110,709,008 -$1,858,644* -1.67%* $2,071,407 1.87% 100% Balanced mutual funds and Insurance & Annuity products are allocated in the 'Other' category B
A
* Total Cost Basis and/or Unrealized G/L values marked with an asterisk (*) are incomplete due to missing cost basis information.Accrued interest, if any, has been included in the total market value.Report created on: January 06, 2025 Page 5 of 36 Item #8. Page 8
Meeting Date: 1/28/2025 / Packet Page #: 24
Consolidated report prepared for City of Glendora
Portfolio Holdingsas of December 31, 2024 (continued)
Details of Portfolio Holdings
% of
asset
class
Est. annual
Cost basis ($) income ($)
Unrealized
gain/loss
(%)
Unrealized
Market value ($) gain/loss ($)
Current
yield (%)
Total Portfolio $111,568,640* $110,709,008 -$1,858,644* -1.67%* $2,071,407 1.87% 100% 100% % of
portfolio
Unrealized
gain/loss ($)
Unrealized
gain/loss
Quantity (%)
Current
Cost basis ($) yield (%)
Est. annual
income ($)
Purchase
price ($) / Cash Avg Price Market value ($)
Price on
12/31/2024
($)
% of
Cash
% of
portfolio
Cash
US
Outside ASSET(1) 1.00 225,967.25 225,967.25 0.00 0.00% NA NA 1.22% 0.20%[Outside Account @SXXXX279]

1.00 Outside ASSET(1) 1.00 7,060,411.76 7,060,411.76 0.00 0.00% NA NA 38.00% 6.38%[Outside Account @SXXXX283]

1.00 UBS INSURED SWEEP 764,323.96 1.00 764,323.96 764,323.96 0.00 0.00% 764.32 0.10% 0.69%PROGRAM

1.00 4.11%
UBS SELECT TREASURY 9,129,436.52 1.00 9,129,436.52 9,129,436.52 0.00 0.00% 403,521.09 4.42% 8.25%INSTITUTIONAL FUND

1.00 49.14%
USD CASH 1,399,582.85 1.00 1.00 1,399,582.85 1,399,582.85 0.00 0.00% NA NA 7.53% 1.26% Total US $18,579,722 $18,579,722 $0 0.00% $404,285 2.18% 100% 16.78% Total Cash $18,579,722 $18,579,722 $0 0.00% $404,285 2.18% 100% 16.78% Total Cash $18,579,722 $18,579,722 $0 0.00% $404,285 2.18% 100% 16.78% (1)Assets held at other financial institutions are included in this report. We have not verified, and are not responsible for, the accuracy or completeness of this information.* Total Cost Basis and/or Unrealized G/L values marked with an asterisk (*) are incomplete due to missing cost basis information.Accrued interest, if any, has been included in the total market value.Report created on: January 06, 2025 Page 6 of 36 Item #8. Page 9
Meeting Date: 1/28/2025 / Packet Page #: 25
Consolidated report prepared for City of Glendora
Portfolio Holdingsas of December 31, 2024 (continued)
Unrealized
gain/loss ($)
Unrealized
gain/loss
Quantity (%)
Current
Cost basis ($) yield (%)
Est. annual
income ($)
Purchase
price ($) /
Avg Price Market value ($)
Amort/Accr.($)
as of
Fixed Income 01/03/2025
Price on
12/31/2024
($)
% of
Fixed
Income
% of
portfolio
US
US Fixed Income
AFFINITY PLUS MN US RT 245,000.00 100.00 245,000.00 248,121.77 0.00 3,121.77 1.27% 12,372.50 4.99% 0.22%05.0500% MAT 03/20/26LICU SHARE CERTIFICATE 101.12 0.27%
ALLY BK UT US RT 245,000.00 100.00 245,000.00 243,152.03 0.00 -1,847.97 -0.75% 8,697.50 3.58% 0.22%03.5500% MAT 06/30/26FIXED RATE CD

99.24 0.26%
AMER EXPRESS NATL UT US 245,000.00 98.05 240,222.50 243,120.15 0.00 2,897.65 1.21% 8,820.00 3.63% 0.22%RT 03.6000% MAT 09/25/29FIXED RATE CD

98.28 0.26%
AMERICAN COMM BK GA 245,000.00 100.00 245,000.00 238,477.76 0.00 -6,522.24 -2.66% 980.00 0.41% 0.22%US RT 00.4000% MAT09/22/25 FIXED RATE CD

97.33 0.26%
ARBOR FINL CREDIT MI US 245,000.00 100.00 245,000.00 247,490.58 0.00 2,490.58 1.02% 12,250.00 4.95% 0.22%RT 05.0000% MAT 04/03/28FIXED RATE CD 100.63 0.27%
BANK3 TENNESSEE TN US RT 245,000.00 100.00 245,000.00 239,034.95 0.00 -5,965.05 -2.43% 980.00 0.41% 0.22%00.4000% MAT 08/28/25FIXED RATE CD

97.56 0.26%
BANKUNITED NA FLOR FL US 245,000.00 100.00 245,000.00 235,636.10 0.00 -9,363.90 -3.82% 2,327.50 0.99% 0.21%RT 00.9500% MAT 03/31/26FIXED RATE CD

96.18 0.26%
BELL ST B&T ND US RT 245,000.00 100.00 245,000.00 243,989.46 0.00 -1,010.54 -0.41% 3,920.00 1.61% 0.22%01.6000% MAT 02/27/25FIXED RATE CD

99.57 0.26%
BK HAPOALIM BM NY US RT 245,000.00 100.00 245,000.00 236,785.85 0.00 -8,214.15 -3.35% 1,225.00 0.52% 0.21%00.5000% MAT 12/15/25FIXED RATE CD

96.62 0.26%
BMO HARRIS BK NA IL US RT 245,000.00 100.00 245,000.00 235,554.01 0.00 -9,445.99 -3.86% 1,960.00 0.83% 0.21%00.8000% MAT 03/18/26FIXED RATE CD

96.12 0.26%
BMW BANK NORTH AME UT 245,000.00 100.01 245,018.51 245,352.60 -296.27 334.09 0.14% 4,410.00 1.80% 0.22%US RT 01.8000% MAT03/04/25 FIXED RATE CD

99.56 0.27%
CAPITAL ONE BK USA VA US 245,000.00 100.00 245,000.00 232,521.11 0.00 -12,478.89 -5.09% 2,817.50 1.21% 0.21%RT 01.1500% MAT 11/24/26FIXED RATE CD

94.79 0.25%
(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.* Total Cost Basis and/or Unrealized G/L values marked with an asterisk (*) are incomplete due to missing cost basis information.Accrued interest, if any, has been included in the total market value.Report created on: January 06, 2025 Page 7 of 36 Item #8. Page 10
Meeting Date: 1/28/2025 / Packet Page #: 26
Consolidated report prepared for City of Glendora
Portfolio Holdingsas of December 31, 2024 (continued)
Unrealized
gain/loss ($)
Unrealized
gain/loss
Quantity (%)
Current
Cost basis ($) yield (%)
Est. annual
income ($)
Purchase
price ($) /
Avg Price Market value ($)
Amort/Accr.($)
as of
Fixed Income 01/03/2025
Price on
12/31/2024
($)
% of
Fixed
Income
% of
portfolio
US
US Fixed Income
CAPITAL ONE NA VA US RT 245,000.00 100.00 245,000.00 232,521.11 0.00 -12,478.89 -5.09% 2,817.50 1.21% 0.21%01.1500% MAT 11/24/26FIXED RATE CD

94.79 0.25%
CENTERSTATE BK NA FL US 245,000.00 100.00 245,000.00 242,787.31 0.00 -2,212.69 -0.90% 2,450.00 1.01% 0.22%RT 01.0000% MAT 04/30/25FIXED RATE CD

98.93 0.26%
CFG COMMUNITY BANK 245,000.00 100.00 245,000.00 247,762.02 0.00 2,762.02 1.13% 9,310.00 3.76% 0.22%MD US RT 03.8000% MAT03/11/26 FIXED RATE CD

99.65 0.27%
CHAMBERS BANK AK US RT 108,000.00 100.00 108,000.00 105,251.28 0.00 -2,748.72 -2.55% 378.00 0.36% 0.10%00.3500% MAT 09/22/25FIXED RATE CD

97.36 0.11%
CIBC BANK ILLINOIS IL US RT 245,000.00 100.00 245,000.00 250,876.24 0.00 5,876.24 2.40% 12,250.00 4.88% 0.23%05.0000% MAT 03/24/26FIXED RATE CD 101.06 0.27%
CITADEL FED CREDIT PA US 245,000.00 100.00 245,000.00 244,010.40 0.00 -989.60 -0.40% 4,042.50 1.66% 0.22%RT 01.6500% MAT 02/27/25CREDIT UNION SHARE CERT

99.58 0.26%
COMMUNITY BK TN US RT 245,000.00 100.00 245,000.00 239,089.32 0.00 -5,910.68 -2.41% 980.00 0.41% 0.22%00.4000% MAT 08/26/25FIXED RATE CD

97.58 0.26%
CY-FAIR FED CREDIT TX US 245,000.00 100.00 245,000.00 246,648.48 0.00 1,648.48 0.67% 12,985.00 5.26% 0.22%RT 05.3000% MAT 07/14/28FIXED RATE CD 100.43 0.27%
DISCOVER BANK DE US RT 245,000.00 100.00 245,000.00 241,279.39 0.00 -3,720.61 -1.52% 7,840.00 3.25% 0.22%03.2000% MAT 05/24/27FIXED RATE CD

98.16 0.26%
EAGLEMARK SVGS BK NV 245,000.00 100.20 245,490.60 236,453.26 -614.33 -9,037.34 -3.68% 4,900.00 2.07% 0.21%US RT 02.0000% MAT03/02/27 FIXED RATE CD

95.85 0.26%
EATON CMNTY BK MI US RT 245,000.00 99.90 244,755.00 245,912.31 0.00 1,157.31 0.47% 12,495.00 5.08% 0.22%05.1000% MAT 03/08/29FIXED RATE CD 100.05 0.27%
ENCORE BANK AR US RT 245,000.00 100.00 245,000.00 241,954.82 0.00 -3,045.18 -1.24% 1,960.00 0.81% 0.22%00.8000% MAT 05/15/25FIXED RATE CD

98.72 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.* Total Cost Basis and/or Unrealized G/L values marked with an asterisk (*) are incomplete due to missing cost basis information.Accrued interest, if any, has been included in the total market value.Report created on: January 06, 2025 Page 8 of 36 Item #8. Page 11
Meeting Date: 1/28/2025 / Packet Page #: 27
Consolidated report prepared for City of Glendora
Portfolio Holdingsas of December 31, 2024 (continued)
Unrealized
gain/loss ($)
Unrealized
gain/loss
Quantity (%)
Current
Cost basis ($) yield (%)
Est. annual
income ($)
Purchase
price ($) /
Avg Price Market value ($)
Amort/Accr.($)
as of
Fixed Income 01/03/2025
Price on
12/31/2024
($)
% of
Fixed
Income
% of
portfolio
US
US Fixed Income
ENERBANK UT US RT 245,000.00 100.00 245,000.00 241,147.06 0.00 -3,852.94 -1.57% 1,592.50 0.66% 0.22%00.6500% MAT 06/19/25FIXED RATE CD

98.41 0.26%
ESSENTIAL FED CRED LA US 245,000.00 100.00 245,000.00 249,439.47 0.00 4,439.47 1.81% 11,515.00 4.62% 0.23%RT 04.7000% MAT 06/15/27LICU SHARE CERTIFICATE 101.61 0.27%
FIRST CAROLINA BK NC US 245,000.00 100.00 245,000.00 240,967.84 0.00 -4,032.16 -1.65% 1,470.00 0.61% 0.22%RT 00.6000% MAT 06/26/25FIXED RATE CD

98.35 0.26%
FIRST GTY BK HAMMO LA 219,000.00 100.00 219,000.00 219,478.47 0.00 478.47 0.22% 9,526.50 4.34% 0.20%US RT 04.3500% MAT11/06/28 FIXED RATE CD

99.56 0.24%
FLAGSTAR BANK, FSB MI US 245,000.00 100.00 245,000.00 242,847.32 0.00 -2,152.68 -0.88% 2,572.50 1.06% 0.22%RT 01.0500% MAT 04/30/25FIXED RATE CD

98.94 0.26%
GREAT STHN BK MO US RT 245,000.00 100.00 245,000.00 245,351.86 0.00 351.86 0.14% 11,025.00 4.49% 0.22%04.5000% MAT 10/20/25FIXED RATE CD 100.01 0.27%
GREENSTATE CREDIT IA US 245,000.00 100.00 245,000.00 235,508.90 0.00 -9,491.10 -3.87% 2,327.50 0.99% 0.21%RT 00.9500% MAT 04/16/26FIXED RATE CD

96.05 0.26%
HOME LN INVT BK RI US RT 245,000.00 100.00 245,000.00 239,107.45 0.00 -5,892.55 -2.41% 980.00 0.41% 0.22%00.4000% MAT 08/29/25FIXED RATE CD

97.56 0.26%
HORIZON BK NE US RT 245,000.00 100.00 245,000.00 243,020.37 0.00 -1,979.63 -0.81% 3,185.00 1.31% 0.22%01.3000% MAT 04/15/25FIXED RATE CD

99.14 0.26%
JPMORGAN CHASE BK OH 245,000.00 100.00 245,000.00 239,277.87 0.00 -5,722.13 -2.34% 1,715.00 0.72% 0.22%US RT 00.7000% MAT09/30/25 FIXED RATE CD

97.49 0.26%
LAFAYETTE FED CRED MD 245,000.00 100.00 245,000.00 240,990.49 0.00 -4,009.51 -1.64% 7,962.50 3.30% 0.22%US RT 03.2500% MAT06/15/27 LICU SHARECERTIFICATE

98.22 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.* Total Cost Basis and/or Unrealized G/L values marked with an asterisk (*) are incomplete due to missing cost basis information.Accrued interest, if any, has been included in the total market value.Report created on: January 06, 2025 Page 9 of 36 Item #8. Page 12
Meeting Date: 1/28/2025 / Packet Page #: 28
Consolidated report prepared for City of Glendora
Portfolio Holdingsas of December 31, 2024 (continued)
Unrealized
gain/loss ($)
Unrealized
gain/loss
Quantity (%)
Current
Cost basis ($) yield (%)
Est. annual
income ($)
Purchase
price ($) /
Avg Price Market value ($)
Amort/Accr.($)
as of
Fixed Income 01/03/2025
Price on
12/31/2024
($)
% of
Fixed
Income
% of
portfolio
US
US Fixed Income
LIVE OAK BKG CO NC US RT 245,000.00 100.00 245,000.00 232,693.05 0.00 -12,306.95 -5.02% 1,960.00 0.84% 0.21%00.8000% MAT 08/13/26FIXED RATE CD

94.91 0.25%
MEDALLION BK UT US RT 245,000.00 100.00 245,000.00 239,917.49 0.00 -5,082.51 -2.07% 1,347.50 0.56% 0.22%00.5500% MAT 07/30/25FIXED RATE CD

97.92 0.26%
METRO CREDIT UNION MA 245,000.00 100.00 245,000.00 233,741.58 0.00 -11,258.42 -4.60% 4,165.00 1.78% 0.21%US RT 01.7000% MAT02/18/27 LICU SHARECERTIFICATE

95.27 0.25%
MORGAN STANLEY BK UT 245,000.00 100.00 245,000.00 249,550.19 0.00 4,550.19 1.86% 10,412.50 4.17% 0.23%US RT 04.2500% MAT02/02/26 FIXED RATE CD 100.10 0.27%
MORTON CMNTY BK IL US 245,000.00 100.00 245,000.00 241,145.48 0.00 -3,854.52 -1.57% 1,470.00 0.61% 0.22%RT 00.6000% MAT 06/19/25FIXED RATE CD

98.41 0.26%
NEW ORLEANS FIREME LA 245,000.00 100.00 245,000.00 253,525.46 0.00 8,525.46 3.48% 12,250.00 4.83% 0.23%US RT 05.0000% MAT07/17/28 FIXED RATE CD 103.29 0.28%
NEW YORK CMNTY BK NY 245,000.00 100.00 245,000.00 233,080.55 0.00 -11,919.45 -4.87% 1,715.00 0.74% 0.21%US RT 00.7000% MAT07/01/26 FIXED RATE CD

95.13 0.25%
PACIFIC CREST SVGS WA US 245,000.00 100.00 245,000.00 242,526.20 0.00 -2,473.80 -1.01% 2,940.00 1.21% 0.22%RT 01.2000% MAT 04/30/25FIXED RATE CD

98.99 0.26%
PACIFIC WSTN BK CA US RT 245,000.00 100.00 245,000.00 243,589.03 0.00 -1,410.97 -0.58% 3,307.50 1.36% 0.22%01.3500% MAT 04/16/25FIXED RATE CD

99.14 0.26%
PENTAGON FED CREDI VA 245,000.00 100.00 245,000.00 233,576.99 0.00 -11,423.01 -4.66% 4,165.00 1.78% 0.21%US RT 01.7000% MAT02/18/27 CREDIT UNIONSHARE CERT

95.28 0.25%
SALLIE MAE BANK UT US RT 245,000.00 99.80 244,510.00 246,592.10 0.00 2,082.10 0.85% 9,922.50 4.02% 0.22%04.0500% MAT 11/21/29FIXED RATE CD 100.21 0.27%
(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.* Total Cost Basis and/or Unrealized G/L values marked with an asterisk (*) are incomplete due to missing cost basis information.Accrued interest, if any, has been included in the total market value.Report created on: January 06, 2025 Page 10 of 36 Item #8. Page 13
Meeting Date: 1/28/2025 / Packet Page #: 29
Consolidated report prepared for City of Glendora
Portfolio Holdingsas of December 31, 2024 (continued)
Unrealized
gain/loss ($)
Unrealized
gain/loss
Quantity (%)
Current
Cost basis ($) yield (%)
Est. annual
income ($)
Purchase
price ($) /
Avg Price Market value ($)
Amort/Accr.($)
as of
Fixed Income 01/03/2025
Price on
12/31/2024
($)
% of
Fixed
Income
% of
portfolio
US
US Fixed Income
SAN FRANCISCO FED CA US 245,000.00 100.00 245,000.00 243,140.58 0.00 -1,859.42 -0.76% 2,695.00 1.11% 0.22%RT 01.1000% MAT 03/27/25LICU SHARE CERTIFICATE

99.23 0.26%
SAVOY BK NY US RT 245,000.00 100.00 245,000.00 242,009.66 0.00 -2,990.34 -1.22% 1,960.00 0.81% 0.22%00.8000% MAT 05/13/25FIXED RATE CD

98.74 0.26%
SOMERSET TRUST CO PA US 245,000.00 100.00 245,000.00 243,311.65 0.00 -1,688.35 -0.69% 2,450.00 1.01% 0.22%RT 01.0000% MAT 03/19/25FIXED RATE CD

99.28 0.26%
STAR FINL BK IN US RT 245,000.00 100.00 245,000.00 245,135.76 0.00 135.76 0.06% 11,270.00 4.60% 0.22%04.6000% MAT 08/27/29FIXED RATE CD 100.01 0.27%
STATE BANK OF INDI NY US 245,000.00 100.00 245,000.00 236,258.84 0.00 -8,741.16 -3.57% 2,205.00 0.93% 0.21%RT 00.9000% MAT 03/25/26FIXED RATE CD

96.19 0.26%
STATE BK IL US RT 245,000.00 100.00 245,000.00 247,009.37 0.00 2,009.37 0.82% 10,045.00 4.07% 0.22%04.1000% MAT 11/26/29FIXED RATE CD 100.43 0.27%
STOCKMAN BK MT US RT 245,000.00 100.00 245,000.00 241,666.83 0.00 -3,333.17 -1.36% 1,470.00 0.61% 0.22%00.6000% MAT 06/10/25FIXED RATE CD

98.61 0.26%
SYNCHRONY BANK UT US 245,000.00 100.00 245,000.00 244,986.54 0.00 -13.46 -0.01% 4,900.00 2.00% 0.22%RT 02.0000% MAT 03/25/25FIXED RATE CD

99.46 0.27%
TECHNOLOGY CREDIT CA 245,000.00 100.00 245,000.00 248,650.40 0.00 3,650.40 1.49% 12,250.00 4.93% 0.22%US RT 05.0000% MAT03/23/26 CREDIT UNIONSHARE CERT 101.08 0.27%
TEXAS EXCHANGE BK TX US 245,000.00 100.00 245,000.00 237,777.77 0.00 -7,222.23 -2.95% 1,470.00 0.62% 0.21%RT 00.6000% MAT 10/23/25FIXED RATE CD

97.04 0.26%
TOYOTA FINL SVG BK NV US 245,000.00 100.00 245,000.00 235,542.03 0.00 -9,457.97 -3.86% 2,205.00 0.94% 0.21%RT 00.9000% MAT 04/22/26FIXED RATE CD

95.97 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.* Total Cost Basis and/or Unrealized G/L values marked with an asterisk (*) are incomplete due to missing cost basis information.Accrued interest, if any, has been included in the total market value.Report created on: January 06, 2025 Page 11 of 36 Item #8. Page 14
Meeting Date: 1/28/2025 / Packet Page #: 30
Consolidated report prepared for City of Glendora
Portfolio Holdingsas of December 31, 2024 (continued)
Unrealized
gain/loss ($)
Unrealized
gain/loss
Quantity (%)
Current
Cost basis ($) yield (%)
Est. annual
income ($)
Purchase
price ($) /
Avg Price Market value ($)
Amort/Accr.($)
as of
Fixed Income 01/03/2025
Price on
12/31/2024
($)
% of
Fixed
Income
% of
portfolio
US
US Fixed Income
UBS BANK UT US RT 245,000.00 100.00 245,000.00 233,908.68 0.00 -11,091.32 -4.53% 2,082.50 0.89% 0.21%00.8500% MAT 06/16/26FIXED RATE CD

95.44 0.25%
USALLIANCE FED CRE NY US 245,000.00 100.00 245,000.00 238,519.11 0.00 -6,480.89 -2.65% 1,225.00 0.51% 0.22%RT 00.5000% MAT 09/29/25FIXED RATE CD

97.35 0.26%
VALLEYSTAR CR UN M VA 245,000.00 100.00 245,000.00 247,973.53 0.00 2,973.53 1.21% 12,250.00 4.94% 0.22%US RT 05.0000% MAT03/20/26 LICU SHARECERTIFICATE 101.06 0.27%
WELLS FARGO BK NA SD US 245,000.00 100.00 244,987.75 246,584.71 0.00 1,596.96 0.65% 10,045.00 4.07% 0.22%RT 04.1000% MAT 02/06/29FIXED RATE CD 100.37 0.27%
WORKERS CREDIT UNI MA 245,000.00 100.00 245,000.00 245,879.78 0.00 879.78 0.36% 10,045.00 4.09% 0.22%US RT 04.1000% MAT11/22/27 LICU SHARECERTIFICATE 100.26 0.27%
Total US Fixed Income $15,021,984 $14,829,213 -$910.60 -$192,772 -1.28% $329,262 2.22% 16.10% 13.40% Government
FFCB BOND 00.600 % DUE 2,000,000.00 100.00 2,000,000.00 1,966,040.00 0.00 -33,960.00 -1.70% 12,000.00 0.61% 1.78%061625 DTD 061621 FC12162021

98.28 2.13%
FFCB BOND 00.600 % DUE 2,000,000.00 100.00 2,000,000.00 1,936,913.33 0.00 -63,086.67 -3.15% 12,000.00 0.62% 1.75%112425 DTD 112420 FC05242021

96.78 2.10%
FFCB BOND 00.610 % DUE 2,000,000.00 100.00 2,000,000.00 1,971,947.78 0.00 -28,052.22 -1.40% 12,200.00 0.62% 1.78%052325 DTD 082321 FC11232021

98.53 2.14%
FFCB BOND 00.660 % DUE 2,000,000.00 100.00 2,000,000.00 1,953,886.67 0.00 -46,113.33 -2.31% 13,200.00 0.68% 1.76%091525 DTD 091521 FC03152022

97.50 2.12%
FFCB BOND 00.680 % DUE 2,000,000.00 100.00 2,000,000.00 1,974,226.67 0.00 -25,773.33 -1.29% 13,600.00 0.69% 1.78%051925 DTD 051921 FC11192021

98.63 2.14%
(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.* Total Cost Basis and/or Unrealized G/L values marked with an asterisk (*) are incomplete due to missing cost basis information.Accrued interest, if any, has been included in the total market value.Report created on: January 06, 2025 Page 12 of 36 Item #8. Page 15
Meeting Date: 1/28/2025 / Packet Page #: 31
Consolidated report prepared for City of Glendora
Portfolio Holdingsas of December 31, 2024 (continued)
Unrealized
gain/loss ($)
Unrealized
gain/loss
Quantity (%)
Current
Cost basis ($) yield (%)
Est. annual
income ($)
Purchase
price ($) /
Avg Price Market value ($)
Amort/Accr.($)
as of
Fixed Income 01/03/2025
Price on
12/31/2024
($)
% of
Fixed
Income
% of
portfolio
US
Government
FFCB BOND 00.710 % DUE 2,000,000.00 100.00 2,000,000.00 1,980,681.11 0.00 -19,318.89 -0.97% 14,200.00 0.72% 1.79%042125 DTD 042121 FC10212021

98.90 2.15%
FFCB BOND 01.840 % DUE 2,000,000.00 100.00 2,000,000.00 1,913,384.44 0.00 -86,615.56 -4.33% 36,800.00 1.92% 1.73%012627 DTD 012622 FC07262022

94.88 2.08%
FFCB BOND 04.620 % DUE 1,500,000.00 99.92 1,498,850.25 1,509,825.00 0.00 10,974.75 0.73% 69,300.00 4.59% 1.36%100129 DTD 100124 FC04012025

99.50 1.64%
FFCB NTS 00.940 % DUE 2,000,000.00 100.00 2,000,000.00 1,889,276.67 0.00 -110,723.33 -5.54% 18,800.00 1.00% 1.71%092826 DTD 092821 FC03282022

94.22 2.05%
FHLB BOND 00.625 % DUE 2,000,000.00 100.00 2,000,000.00 1,964,140.00 0.00 -35,860.00 -1.79% 12,500.00 0.64% 1.77%063025 DTD 063021 FC12302021

98.21 2.13%
FHLB BOND 01.050 % DUE 1,000,000.00 96.84 968,385.25 953,575.00 0.00 -14,810.25 -1.53% 10,500.00 1.10% 0.86%081326 DTD 081321 FC02132022

94.96 1.04%
FHLB BOND 01.780 % DUE 2,000,000.00 100.00 2,000,000.00 1,911,663.33 0.00 -88,336.67 -4.42% 35,600.00 1.86% 1.73%021027 DTD 021022 FC08102022

94.89 2.07%
FHLB BOND 02.010 % DUE 3,215,000.00 95.65 3,075,098.40 3,084,872.88 0.00 9,774.48 0.32% 64,621.50 2.09% 2.79%022527 DTD 022522 FC08252022

95.25 3.35%
FHLB BOND STEP-UP 2,000,000.00 100.00 2,000,000.00 1,930,580.00 0.00 -69,420.00 -3.47% 20,000.00 1.04% 1.74%1.0000% DUE 063026 DTD063021 FC 12302021

96.53 2.10%
FHLB NTS 1.0500% DUE 2,000,000.00 100.00 2,000,000.00 1,926,450.00 0.00 -73,550.00 -3.68% 21,000.00 1.09% 1.74%033026 DTD 033021 FC09302021

96.06 2.09%
FHLB NTS 1.1500% DUE 2,000,000.00 100.00 2,000,000.00 1,907,566.11 0.00 -92,433.89 -4.62% 23,000.00 1.21% 1.72%082626 DTD 082621 FC02262022

94.98 2.07%
FHLB NTS 1.5000% DUE 2,000,000.00 100.00 2,000,000.00 1,920,420.00 0.00 -79,580.00 -3.98% 30,000.00 1.56% 1.73%063026 DTD 063021 FC12302021

96.02 2.08%
(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.* Total Cost Basis and/or Unrealized G/L values marked with an asterisk (*) are incomplete due to missing cost basis information.Accrued interest, if any, has been included in the total market value.Report created on: January 06, 2025 Page 13 of 36 Item #8. Page 16
Meeting Date: 1/28/2025 / Packet Page #: 32
Consolidated report prepared for City of Glendora
Portfolio Holdingsas of December 31, 2024 (continued)
Unrealized
gain/loss ($)
Unrealized
gain/loss
Quantity (%)
Current
Cost basis ($) yield (%)
Est. annual
income ($)
Purchase
price ($) /
Avg Price Market value ($)
Amort/Accr.($)
as of
Fixed Income 01/03/2025
Price on
12/31/2024
($)
% of
Fixed
Income
% of
portfolio
US
Government
FHLB NTS 04.625 % DUE 1,000,000.00 99.76 997,555.25 1,007,503.89 0.00 9,948.64 1.00% 46,250.00 4.59% 0.91%101529 DTD 101524 FC04152025

99.77 1.09%
FHLMC MED TERM NTS 1,000,000.00 99.85 998,500.00 981,454.44 0.00 -17,045.56 -1.71% 5,000.00 0.51% 0.89%00.500 % DUE 072325 DTD072320 FC 01232021

97.93 1.07%
FHLMC MED TERM NTS 2,000,000.00 100.00 2,000,000.00 1,971,838.33 0.00 -28,161.67 -1.41% 14,600.00 0.74% 1.78%00.730 % DUE 052825 DTD052820 FC 11282020

98.53 2.14%
FHLMC NTS 05.150 % DUE 1,000,000.00 100.07 1,000,711.40 1,014,436.67 -45.35 13,725.27 1.37% 51,500.00 5.08% 0.92%082729 DTD 083024 FC02272025

99.73 1.10%
FNMA NTS 00.500 % DUE 1,000,000.00 100.00 999,950.00 978,532.78 0.00 -21,417.22 -2.14% 5,000.00 0.51% 0.88%081425 DTD 081420 FC02142021

97.66 1.06%
FNMA NTS 00.540 % DUE 2,000,000.00 100.00 2,000,000.00 1,942,580.00 0.00 -57,420.00 -2.87% 10,800.00 0.56% 1.75%102725 DTD 102720 FC04272021

97.03 2.11%
FNMA NTS 00.560 % DUE 2,000,000.00 100.00 2,000,000.00 1,938,228.89 0.00 -61,771.11 -3.09% 11,200.00 0.58% 1.75%111725 DTD 111720 FC05172021

96.84 2.10%
FNMA NTS 04.125 % DUE 988,000.00 99.59 983,948.13 999,342.24 0.00 15,394.11 1.56% 40,755.00 4.08% 0.90%082825 DTD 083022 FC02282023

99.77 1.08%
FNMA NTS 05.050 % DUE 1,000,000.00 - - 999,011.39 0.00 - - 50,500.00 5.05% 0.90%062629 DTD 062824 FC12262024

99.83 1.08%
INTL FIN CORP NTS 00.500 2,000,000.00 100.00 2,000,000.00 1,936,537.78 0.00 -63,462.22 -3.17% 10,000.00 0.52% 1.75%% DUE 051526 DTD 052821FC 11152021

96.76 2.10%
US TSY NOTE 01.125 % DUE 1,000,000.00 98.21 982,052.13 947,165.72 0.00 -34,886.41 -3.55% 11,250.00 1.19% 0.86%10/31/26 DTD 10/31/21 FC04/30/22

94.53 1.03%
US TSY NOTE 03.875 % DUE 1,500,000.00 99.38 1,490,677.13 1,471,080.21 0.00 -19,596.92 -1.31% 58,125.00 3.95% 1.33%11/30/29 DTD 11/30/22 FC05/31/23

97.74 1.60%
(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.* Total Cost Basis and/or Unrealized G/L values marked with an asterisk (*) are incomplete due to missing cost basis information.Accrued interest, if any, has been included in the total market value.Report created on: January 06, 2025 Page 14 of 36 Item #8. Page 17
Meeting Date: 1/28/2025 / Packet Page #: 33
Consolidated report prepared for City of Glendora
Portfolio Holdingsas of December 31, 2024 (continued)
Unrealized
gain/loss ($)
Unrealized
gain/loss
Quantity (%)
Current
Cost basis ($) yield (%)
Est. annual
income ($)
Purchase
price ($) /
Avg Price Market value ($)
Amort/Accr.($)
as of
Fixed Income 01/03/2025
Price on
12/31/2024
($)
% of
Fixed
Income
% of
portfolio
US
Government
US TSY NOTE 04.000 % DUE 500,000.00 98.51 492,571.66 494,895.17 0.00 2,323.51 0.47% 20,000.00 4.04% 0.45%10/31/29 DTD 10/31/22 FC04/30/23

98.31 0.54%
Total Government $49,488,300* $49,378,056 -$45.35 -$1,109,255* -2.24%* $754,302 1.53% 53.59% 44.60% Corporate IG Credit
ACCENTURE CAPITAL INC 1,000,000.00 97.76 977,635.25 979,937.50 0.00 2,302.25 0.24% 40,500.00 4.13% 0.89%04.050% 100429DTD100424 FC040425CALL@MW+10BP

97.02 1.06%
AMAZON COM INC NTS B/E 1,000,000.00 100.04 1,000,416.19 986,032.22 -4,414.69 -14,383.97 -1.44% 8,000.00 0.81% 0.89%00.800% 060325DTD060320CALL@MW+10BP

98.54 1.07%
AMEREN ILL CO NTS B/E 1,500,000.00 99.67 1,494,995.25 1,461,353.33 0.00 -33,641.92 -2.25% 57,000.00 3.90% 1.32%03.800% 051528DTD052218 FC111518CALL@MW+15BP

96.94 1.59%
CATERPILLAR FINL SERVICE 2,026,000.00 100.28 2,031,670.29 2,007,528.51 -64,901.22 -24,141.78 -1.19% 29,377.00 1.46% 1.81%01.450% 051525DTD051520 FC111520CALL@MW+20BP

98.90 2.18%
CHARLES SCHWAB CORP 470,000.00 94.17 442,604.25 442,011.89 0.00 -592.36 -0.13% 15,275.00 3.46% 0.40%B/E 03.250% 052229DTD052219 FC112219

93.69 0.48%
CHARLES SCHWAB CORP 2,000,000.00 99.49 1,989,860.00 1,919,000.00 0.00 -70,860.00 -3.56% 18,000.00 0.94% 1.73%NTS 00.900% 031126DTD121120 FC031121CALL@MW+10BP

95.68 2.08%
COMCAST CORP NEW B/E 1,000,000.00 101.62 1,016,209.07 1,004,200.00 -103,148.21 -12,009.07 -1.18% 33,750.00 3.36% 0.91%03.375% 081525DTD052715 FC081515CALL@MW+20BP

99.15 1.09%
(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.* Total Cost Basis and/or Unrealized G/L values marked with an asterisk (*) are incomplete due to missing cost basis information.Accrued interest, if any, has been included in the total market value.Report created on: January 06, 2025 Page 15 of 36 Item #8. Page 18
Meeting Date: 1/28/2025 / Packet Page #: 34
Consolidated report prepared for City of Glendora
Portfolio Holdingsas of December 31, 2024 (continued)
Unrealized
gain/loss ($)
Unrealized
gain/loss
Quantity (%)
Current
Cost basis ($) yield (%)
Est. annual
income ($)
Purchase
price ($) /
Avg Price Market value ($)
Amort/Accr.($)
as of
Fixed Income 01/03/2025
Price on
12/31/2024
($)
% of
Fixed
Income
% of
portfolio
US
Corporate IG Credit
E I DU PONT DE NEMOURS 2,141,000.00 100.41 2,149,686.95 2,123,998.08 -57,240.58 -25,688.87 -1.20% 36,397.00 1.71% 1.92%01.700% 071525DTD051520 FC011521CALL@MW+25BP

98.42 2.31%
INTEL CORP NTS B/E 1,054,000.00 100.67 1,061,041.87 1,059,909.43 -126,894.55 -1,132.44 -0.11% 35,836.00 3.38% 0.96%03.400% 032525DTD032520CALL@MW+45BP

99.65 1.15%
JOHN DEERE CAPITAL CORP 1,124,000.00 100.04 1,124,428.22 1,134,413.24 -68,730.74 9,985.02 0.89% 23,042.00 2.03% 1.02%02.050% 010925DTD010920 FC070920 NTSB/E

99.95 1.23%
JOHN DEERE CPTL CORP 2,000,000.00 100.04 2,000,827.60 1,930,195.56 -3,081.19 -70,632.04 -3.53% 14,000.00 0.73% 1.74%00.700% 011526DTD010721 FC071521 MEDTERM NTS

96.19 2.10%
JPMORGAN CHASE & CO 1,200,000.00 100.00 1,200,000.00 1,139,961.33 0.00 -60,038.67 -5.00% 9,600.00 0.84% 1.03%00.800% 022626DTD022621 FC082621 MEDTERM NTS

94.72 1.24%
JPMORGAN CHASE & CO 1,017,000.00 100.13 1,018,323.60 1,029,839.91 -91,758.69 11,516.31 1.13% 31,781.25 3.09% 0.93%B/E 03.125% 012325DTD012315 FC072315

99.89 1.12%
MASTERCARD INC NTS B/E 2,000,000.00 100.15 2,003,043.14 2,004,331.11 -79,790.07 1,287.97 0.06% 40,000.00 2.00% 1.81%02.000% 030325DTD120319 FC030320CALL@MW+10BP

99.56 2.18%
MICROSOFT CORP B/E 1,000,000.00 100.25 1,002,496.60 1,008,345.00 -92,111.17 5,848.40 0.58% 27,000.00 2.68% 0.91%02.700% 021225DTD021215 FC081215CALL@MW+12.5BP

99.79 1.09%
MORGAN STANLEY FIN LLC 2,000,000.00 100.00 2,000,000.00 1,867,473.33 0.00 -132,526.67 -6.63% 21,000.00 1.12% 1.69%01.050% 082726DTD082721 FC022722 MEDTERM NTS

93.01 2.03%
(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.* Total Cost Basis and/or Unrealized G/L values marked with an asterisk (*) are incomplete due to missing cost basis information.Accrued interest, if any, has been included in the total market value.Report created on: January 06, 2025 Page 16 of 36 Item #8. Page 19
Meeting Date: 1/28/2025 / Packet Page #: 35
Consolidated report prepared for City of Glendora
Portfolio Holdingsas of December 31, 2024 (continued)
Unrealized
gain/loss ($)
Unrealized
gain/loss
Quantity (%)
Current
Cost basis ($) yield (%)
Est. annual
income ($)
Purchase
price ($) /
Avg Price Market value ($)
Amort/Accr.($)
as of
Fixed Income 01/03/2025
Price on
12/31/2024
($)
% of
Fixed
Income
% of
portfolio
US
Corporate IG Credit
PACIFICORP B/E 03.500% 1,000,000.00 97.14 971,415.25 942,335.56 0.00 -29,079.69 -2.99% 35,000.00 3.71% 0.85%061529 DTD030119FC061519 CALL@MW+15BP

94.08 1.02%
TARGET CORP NTS B/E 2,000,000.00 100.40 2,008,047.32 1,994,720.00 -124,559.25 -13,327.32 -0.66% 45,000.00 2.26% 1.80%02.250% 041525DTD033120 FC101520CALL@MW+30BP

99.26 2.17%
UNITED HEALTH GROUP INC 2,000,000.00 100.07 2,001,337.79 1,914,398.89 -3,432.96 -86,938.90 -4.34% 23,000.00 1.20% 1.73%01.150% 051526DTD051921 FC111521CALL@MW+07.50BP

95.57 2.08%
UNITED HEALTH GROUP INC 1,000,000.00 98.46 984,595.25 972,031.11 0.00 -12,564.14 -1.28% 40,000.00 4.12% 0.88%04.000% 051529DTD052022 FC111522CALL@MW+20BP

96.69 1.06%
Total Corporate IG Credit $28,478,634 $27,922,016 -$820,063.32 -$556,618 -1.95% $583,558 2.09% 30.31% 25.22% Total US $92,988,918* $92,129,285 -$821,019.27 -$1,858,644* -2.00%* $1,667,122 1.81% 100% 83.22% Total Fixed Income $92,988,918* $92,129,285 -$821,019.27 -$1,858,644* -2.00%* $1,667,122 1.81% 100% 83.22% Total Portfolio $111,568,640* $110,709,008 -$1,858,644* -1.67%* $2,071,407 1.87% 100% 100% Unrealized
gain/loss
(%)
Unrealized
gain/loss ($)
% of
asset
class
Est. annual
Cost basis ($) income ($)
Current
Market value ($) yield (%)
% of
portfolio
Total accrued interest (included in market values): $351,472.86(1)Assets held at other financial institutions are included in this report. We have not verified, and are not responsible for, the accuracy or completeness of this information.* Total Cost Basis and/or Unrealized G/L values marked with an asterisk (*) are incomplete due to missing cost basis information.Accrued interest, if any, has been included in the total market value.Report created on: January 06, 2025 Page 17 of 36 Item #8. Page 20
Meeting Date: 1/28/2025 / Packet Page #: 36
Consolidated report prepared for City of Glendora
Bond Holdingsas of December 31, 2024Summary of Bond HoldingsMaturityYear Yield to
maturity (%)
Yield to
worst (%)
Unrealized
Issues gain/loss ($) Mkt. value ($)
Est. annual
income ($)
Adjusted
cost basis ($)
Modified
duration
Current
Quantity yield (%) % of bond portfolio maturing
2024 0 0 N/A N/A N/A2025 51 44,073,000 556,338.75 1.28% 4.41% 4.41% 0.45 44,120,779.89 -721,726.72 43,540,173.62

47.29%
2026 30 27,365,000 330,110.00 1.26% 4.58% 4.58% 1.37 27,307,462.77 -1,111,388.17 26,261,910.93

28.54%
2027 10 8,930,000 187,614.00 2.20% 4.31% 4.31% 2.07 8,790,589 -255,710.55 8,591,281.62

9.30%
2028 5 2,454,000 104,011.50 4.30% 4.72% 4.62% 2.69 2,448,995.25 -31,232.13 2,428,496.32

2.63%
2029 16 11,440,000 489,047.50 4.35% 4.72% 4.67% 3.97 10,321,090.94 908,952.11 11,307,422.76

12.24%
2030 0 0 N/A N/A N/A2031 0 0 N/A N/A N/A2032 0 0 N/A N/A N/A2033 0 0 N/A N/A N/A2034 0 0 N/A N/A N/A2035 0 0 N/A N/A N/A2036 0 0 N/A N/A N/A2037 0 0 N/A N/A N/A2038 0 0 N/A N/A N/A2039 0 0 N/A N/A N/A2040 0 0 N/A N/A N/A2041 0 0 N/A N/A N/A2042 0 0 N/A N/A N/A2043 0 0 N/A N/A N/A2044 0 0 N/A N/A N/A2045 0 0 N/A N/A N/A2046 0 0 N/A N/A N/A2047 0 0 N/A N/A N/A2048 0 0 N/A N/A N/A2049 0 0 N/A N/A N/A2049 + 0 0 N/A N/A N/AOther 0 0 N/A N/A N/ATotal 112 94,262,000 $1,667,121.75 1.82% 4.49% 4.48% 1.35 $92,988,917.85 $-1,211,105.46 $92,129,285.25Includes all fixed-rate securities in the selected portfolio. Average yields and durations exclude Structured Product, Pass-Through, Perpetual Preferred, and Foreign securities.Accrued interest, if any, has been included in the total market value.Report created on: January 06, 2025 Page 18 of 36 Item #8. Page 21
Meeting Date: 1/28/2025 / Packet Page #: 37
Consolidated report prepared for City of Glendora
Bond Holdingsas of December 31, 2024 (continued)
Effective rating/
Underlying rating
(Mdy/Fitch/S&P)
Mkt. value ($)/
Accr. interest ($)
Adjusted
cost basis ($)/
Unreal. g/l ($)
Call date/
Coupon Call price ($)
Modified
duration
YTM (%)/
Quantity YTW (%)
Effective
maturity
% of
bond
port.

Market
price ($)

4.49%4.48%
06/29/2026 N/A 1.35$92,988,917.85 N/A $91,777,812.39
$-1,211,105.46
94,262,000

1.82% $351,472.86

1.78% $1,667,121.75 100%
$92,129,285.25
Total Bond Portfolio
Details of Bond Holdings
Est. annual
income ($)/
Curr. yield (%)
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 1,124,428.22 99.947
11,008.96

2.05%

2.05% -1,023.94
01/09/2025 0.02 1,123,404.28 1.22%

4.39%
23,042.00 4.39%

NR/NR/NR
JOHN DEERE CAPITAL CORP A1/A+/A02.050% 010925DTD010920 FC070920 NTSB/E 1,017,000 1,018,323.60 99.891
13,948.44

3.13%

3.13% -2,432.13
01/23/2025 0.06 1,015,891.47 1.11%

4.85%
31,781.25 4.85%

NR/NR/NR
JPMORGAN CHASE & CO B/E A1/AA-/A03.125% 012325DTD012315 FC072315 1,000,000 1,002,496.60 99.792
10,425.00

2.70%

2.71% -4,576.60
02/12/2025 0.11 997,920.00 1.09%

4.49%
27,000.00 4.49%

NR/NR/NR
MICROSOFT CORP B/E Aaa/WD/AAA02.700% 021225DTD021215 FC081215CALL@MW+12.5BP 245,000 245,000.00 99.570

42.96 1.60%

1.61% -1,053.50
02/27/2025 0.15 243,946.50 0.27%

4.32%
BELL ST B&T ND US RT 3,920.00 4.32%01.6000% MAT 02/27/25FIXED RATE CD /ND CD
245,000 245,000.00 99.578

44.30 1.65%

1.66% -1,033.90
02/27/2025 0.15 243,966.10 0.27%

4.32%
CITADEL FED CREDIT PA US 4,042.50 4.32%RT 01.6500% MAT 02/27/25CREDIT UNION SHARE CERT/PA CD
2,000,000 2,003,043.14 99.561
13,111.11

2.00%

2.01% -11,823.14
03/03/2025 02/03/2025 0.17 1,991,220.00 2.17%

4.54%4.54%
100.00
40,000.00

NR/NR/NR
MASTERCARD INC NTS B/E Aa3/NR/A+02.000% 030325DTD120319 FC030320CALL@MW+10BP 245,000 245,018.51 99.562
1,425.70

1.80%

1.81% -1,091.61
03/04/2025 0.17 243,926.90 0.27%

4.33%
BMW BANK NORTH AME UT 4,410.00 4.33%US RT 01.8000% MAT03/04/25 FIXED RATE CD /UT CD
245,000 245,000.00 99.278

80.55 1.00%

1.01% -1,768.90
03/19/2025 0.21 243,231.10 0.27%

4.40%
SOMERSET TRUST CO PA US 2,450.00 4.40%RT 01.0000% MAT 03/19/25FIXED RATE CD /PA CD
Includes all fixed-rate securities in the selected portfolio. Average yields and durations exclude Structured Product, Pass-Through, Perpetual Preferred, and Foreign securities.Accrued interest, if any, has been included in the total market value.Report created on: January 06, 2025 Page 19 of 36 Item #8. Page 22
Meeting Date: 1/28/2025 / Packet Page #: 38
Consolidated report prepared for City of Glendora
Bond Holdingsas of December 31, 2024 (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 ($)/
Unreal. g/l ($)
1,054,000 1,061,041.87 99.654
9,556.27

3.40%

3.41% -10,688.71
03/25/2025 02/25/2025 0.23 1,050,353.16 1.14%

4.86%4.86%
100.00
35,836.00

NR/NR/NR
INTEL CORP NTS B/E Baa1/BBB+/BBB03.400% 032525DTD032520CALL@MW+45BP 245,000 245,000.00 99.463
1,302.19

2.00%

2.01% -1,315.65
03/25/2025 0.22 243,684.35 0.27%

4.33%
SYNCHRONY BANK UT US RT 4,900.00 4.33%02.0000% MAT 03/25/25FIXED RATE CD /UT CD
245,000 245,000.00 99.229

29.53 1.10%

1.11% -1,888.95
03/27/2025 0.23 243,111.05 0.26%

4.39%
SAN FRANCISCO FED CA US 2,695.00 4.39%RT 01.1000% MAT 03/27/25LICU SHARE CERTIFICATE/CA CD
245,000 245,000.00 99.135
139.62

1.30%

1.31% -2,119.25
04/15/2025 0.28 242,880.75 0.26%

4.33%
HORIZON BK NE US RT 3,185.00 4.33%01.3000% MAT 04/15/25FIXED RATE CD /NE CD
2,000,000 2,008,047.32 99.261
9,500.00

2.25%

2.27% -22,827.32
04/15/2025 03/15/2025 0.28 1,985,220.00 2.16%

4.82%4.82%
100.00
45,000.00

NR/NR/NR
TARGET CORP NTS B/E A2/A/A02.250% 041525DTD033120 FC101520CALL@MW+30BP 245,000 245,000.00 99.143
688.68

1.35%

1.36% -2,099.65
04/16/2025 0.28 242,900.35 0.26%

4.33%
PACIFIC WSTN BK CA US RT 3,307.50 4.33%01.3500% MAT 04/16/25FIXED RATE CD /CA CD
2,000,000 2,000,000.00 98.896
2,761.11

0.71%

0.72% -22,080.00
04/21/2025 0.30 1,977,920.00 2.16%

4.37%
14,200.00 4.37%

NR/NR/NR
FFCB BOND 00.710 % DUE Aaa/AA+/AA+042125 DTD 042121 FC10212021 245,000 245,000.00 98.927
416.16

1.00%

1.01% -2,628.85
04/30/2025 0.32 242,371.15 0.26%

4.30%
CENTERSTATE BK NA FL US 2,450.00 4.30%RT 01.0000% MAT 04/30/25FIXED RATE CD /FL CD
245,000 245,000.00 98.943
436.97

1.05%

1.06% -2,589.65
04/30/2025 0.32 242,410.35 0.26%

4.30%
FLAGSTAR BANK, FSB MI US 2,572.50 4.30%RT 01.0500% MAT 04/30/25FIXED RATE CD /MI CD
245,000 245,000.00 98.987

8.05 1.20%

1.21% -2,481.85
04/30/2025 0.32 242,518.15 0.26%

4.31%
PACIFIC CREST SVGS WA US 2,940.00 4.31%RT 01.2000% MAT 04/30/25FIXED RATE CD /WA CD
245,000 245,000.00 98.740

96.66 0.80%

0.81% -3,087.00
05/13/2025 0.36 241,913.00 0.26%

4.29%
SAVOY BK NY US RT 1,960.00 4.29%00.8000% MAT 05/13/25FIXED RATE 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.Accrued interest, if any, has been included in the total market value.Report created on: January 06, 2025 Page 20 of 36 Item #8. Page 23
Meeting Date: 1/28/2025 / Packet Page #: 39
Consolidated report prepared for City of Glendora
Bond Holdingsas of December 31, 2024 (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 ($)/
Unreal. g/l ($)
2,026,000 2,031,670.29 98.903
3,753.73

1.45%

1.47% -27,895.51
05/15/2025 0.36 2,003,774.78 2.18%

4.44%
29,377.00 4.44%

NR/NR/NR
CATERPILLAR FINL SERVICE A2/A+/A01.450% 051525DTD051520 FC111520CALL@MW+20BP 245,000 245,000.00 98.722

85.92 0.80%

0.81% -3,131.10
05/15/2025 0.36 241,868.90 0.26%

4.29%
ENCORE BANK AR US RT 1,960.00 4.29%00.8000% MAT 05/15/25FIXED RATE CD /AR CD
2,000,000 2,000,000.00 98.632
1,586.67

0.68%

0.69% -27,360.00
05/19/2025 0.37 1,972,640.00 2.15%

4.30%
13,600.00 4.30%

NR/NR/NR
FFCB BOND 00.680 % DUE Aaa/AA+/AA+051925 DTD 051921 FC11192021 2,000,000 2,000,000.00 98.533
1,287.78

0.61%

0.62% -29,340.00
05/23/2025 0.38 1,970,660.00 2.15%

4.39%
12,200.00 4.39%

NR/NR/NR
FFCB BOND 00.610 % DUE Aaa/AA+/AA+052325 DTD 082321 FC11232021 2,000,000 2,000,000.00 98.525
1,338.33

0.73%

0.74% -29,500.00
05/28/2025 02/28/2025 0.40 1,970,500.00 2.15%

4.40%4.40%
100.00
14,600.00

NR/NR/NR
FHLMC MED TERM NTS Aaa/AA+/NR00.730 % DUE 052825 DTD052820 FC 11282020 1,000,000 1,000,416.19 98.541
622.22

0.80%

0.81% -15,006.19
06/03/2025 05/03/2025 0.41 985,410.00 1.07%

4.32%4.32%
100.00
8,000.00

NR/NR/NR
AMAZON COM INC NTS B/E A1/AA-/AA00.800% 060325DTD060320CALL@MW+10BP 245,000 245,000.00 98.605

84.58 0.60%

0.61% -3,417.75
06/10/2025 0.43 241,582.25 0.26%

3.81%
STOCKMAN BK MT US RT 1,470.00 3.81%00.6000% MAT 06/10/25FIXED RATE CD /MT CD
2,000,000 2,000,000.00 98.277
500.00

0.60%

0.61% -34,460.00
06/16/2025 0.44 1,965,540.00 2.14%

4.43%
12,000.00 4.43%

NR/NR/NR
FFCB BOND 00.600 % DUE Aaa/AA+/AA+061625 DTD 061621 FC12162021 245,000 245,000.00 98.406

52.36 0.65%

0.66% -3,905.30
06/19/2025 0.46 241,094.70 0.26%

4.11%
ENERBANK UT US RT 1,592.50 4.11%00.6500% MAT 06/19/25FIXED RATE CD /UT CD
245,000 245,000.00 98.407

48.33 0.60%

0.61% -3,902.85
06/19/2025 0.46 241,097.15 0.26%

4.06%
MORTON CMNTY BK IL US 1,470.00 4.06%RT 00.6000% MAT 06/19/25FIXED RATE CD /IL CD
245,000 245,000.00 98.346

20.14 0.60%

0.61% -4,052.30
06/26/2025 0.48 240,947.70 0.26%

4.05%
FIRST CAROLINA BK NC US 1,470.00 4.05%RT 00.6000% MAT 06/26/25FIXED RATE CD /NC CD
Includes all fixed-rate securities in the selected portfolio. Average yields and durations exclude Structured Product, Pass-Through, Perpetual Preferred, and Foreign securities.Accrued interest, if any, has been included in the total market value.Report created on: January 06, 2025 Page 21 of 36 Item #8. Page 24
Meeting Date: 1/28/2025 / Packet Page #: 40
Consolidated report prepared for City of Glendora
Bond Holdingsas of December 31, 2024 (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 ($)/
Unreal. g/l ($)
2,000,000 2,000,000.00 98.207

0.00 0.63%

0.64% -35,860.00
06/30/2025 0.48 1,964,140.00 2.14%

4.29%
12,500.00 4.29%

NR/NR/NR
FHLB BOND 00.625 % DUE Aaa/NR/AA+063025 DTD 063021 FC12302021 2,141,000 2,149,686.95 98.422
16,783.06

1.70%

1.73% -42,471.93
07/15/2025 06/15/2025 0.52 2,107,215.02 2.30%

4.70%4.70%
100.00
36,397.00

NR/NR/NR
E I DU PONT DE NEMOURS A3/A/A01.700% 071525DTD051520 FC011521CALL@MW+25BP 1,000,000 998,500.00 97.926
2,194.44

0.50%

0.51% -19,240.00
07/23/2025 0.54 979,260.00 1.07%

4.28%
5,000.00 4.28%

NR/NR/NR
FHLMC MED TERM NTS Aaa/AA+/NR00.500 % DUE 072325 DTD072320 FC 01232021 245,000 245,000.00 97.924

3.69 0.55%

0.56% -5,086.20
07/30/2025 0.57 239,913.80 0.26%

4.19%
MEDALLION BK UT US RT 1,347.50 4.19%00.5500% MAT 07/30/25FIXED RATE CD /UT CD
1,000,000 999,950.00 97.663
1,902.78

0.50%

0.51% -23,320.00
08/14/2025 02/14/2025 0.60 976,630.00 1.06%

4.36%4.36%
100.00
5,000.00

NR/NR/NR
FNMA NTS 00.500 % DUE Aaa/AA+/AA+081425 DTD 081420 FC02142021 1,000,000 1,016,209.07 99.145
12,750.00

3.38%

3.40% -24,759.07
08/15/2025 05/15/2025 0.59 991,450.00 1.08%

4.78%4.78%
100.00
33,750.00

NR/NR/NR
COMCAST CORP NEW B/E A3/A-/A03.375% 081525DTD052715 FC081515CALL@MW+20BP 245,000 245,000.00 97.582

13.42 0.40%

0.41% -5,924.10
08/26/2025 0.64 239,075.90 0.26%

4.17%
COMMUNITY BK TN US RT 980.00 4.17%00.4000% MAT 08/26/25FIXED RATE CD /TN CD
245,000 245,000.00 97.562

8.05 0.40%

0.41% -5,973.10
08/28/2025 0.65 239,026.90 0.26%

4.17%
BANK3 TENNESSEE TN US RT 980.00 4.17%00.4000% MAT 08/28/25FIXED RATE CD /TN CD
988,000 983,948.13 99.773
13,585.00

4.13%

4.13% 1,809.11
08/28/2025 02/28/2025 0.63 985,757.24 1.07%

4.47%4.47%
100.00
40,755.00

NR/NR/NR
FNMA NTS 04.125 % DUE Aaa/AA+/AA+082825 DTD 083022 FC02282023 245,000 245,000.00 97.562

80.55 0.40%

0.41% -5,973.10
08/29/2025 0.65 239,026.90 0.26%

4.15%
HOME LN INVT BK RI US RT 980.00 4.15%00.4000% MAT 08/29/25FIXED RATE CD /RI CD
2,000,000 2,000,000.00 97.500
3,886.67

0.66%

0.68% -50,000.00
09/15/2025 0.68 1,950,000.00 2.12%

4.29%
13,200.00 4.29%

NR/NR/NR
FFCB BOND 00.660 % DUE Aaa/AA+/AA+091525 DTD 091521 FC03152022Includes all fixed-rate securities in the selected portfolio. Average yields and durations exclude Structured Product, Pass-Through, Perpetual Preferred, and Foreign securities.Accrued interest, if any, has been included in the total market value.Report created on: January 06, 2025 Page 22 of 36 Item #8. Page 25
Meeting Date: 1/28/2025 / Packet Page #: 41
Consolidated report prepared for City of Glendora
Bond Holdingsas of December 31, 2024 (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 97.328

24.16 0.40%

0.41% -6,546.40
09/22/2025 03/22/2025 0.72 238,453.60 0.26%

4.14%4.14%
100.00
AMERICAN COMM BK GA 980.00US RT 00.4000% MAT09/22/25 FIXED RATE CD /GA CD
108,000 108,000.00 97.359
103.56

0.35%

0.36% -2,852.28
09/22/2025 0.71 105,147.72 0.11%

4.07%
CHAMBERS BANK AK US RT 378.00 4.07%00.3500% MAT 09/22/25FIXED RATE CD /AK CD
245,000 245,000.00 97.352

6.71 0.50%

0.51% -6,487.60
09/29/2025 03/29/2025 0.73 238,512.40 0.26%

4.13%4.13%
100.00
USALLIANCE FED CRE NY US 1,225.00RT 00.5000% MAT 09/29/25FIXED RATE CD /NY CD
245,000 245,000.00 97.488
432.27

0.70%

0.72% -6,154.40
09/30/2025 03/31/2025 0.73 238,845.60 0.26%

4.14%4.14%
100.00
JPMORGAN CHASE BK OH 1,715.00US RT 00.7000% MAT09/30/25 FIXED RATE CD /OH CD
245,000 245,000.00 100.008
332.26

4.50%

4.50% 19.60
10/20/2025 01/20/2025 0.05 245,019.60 0.27%

4.35%4.49%
100.00
GREAT STHN BK MO US RT 11,025.0004.5000% MAT 10/20/25FIXED RATE CD /MO CD
245,000 245,000.00 97.039

32.22 0.60%

0.62% -7,254.45
10/23/2025 01/23/2025 0.80 237,745.55 0.26%

4.32%4.32%
100.00
TEXAS EXCHANGE BK TX US 1,470.00RT 00.6000% MAT 10/23/25FIXED RATE CD /TX CD
2,000,000 2,000,000.00 97.033
1,920.00

0.54%

0.56% -59,340.00
10/27/2025 0.80 1,940,660.00 2.11%

4.25%
10,800.00 4.25%

NR/NR/NR
FNMA NTS 00.540 % DUE Aaa/AA+/AA+102725 DTD 102720 FC04272021 2,000,000 2,000,000.00 96.843
1,368.89

0.56%

0.58% -63,140.00
11/17/2025 0.85 1,936,860.00 2.11%

4.26%
11,200.00 4.26%

NR/NR/NR
FNMA NTS 00.560 % DUE Aaa/AA+/AA+111725 DTD 111720 FC05172021 2,000,000 2,000,000.00 96.784
1,233.33

0.60%

0.62% -64,320.00
11/24/2025 0.87 1,935,680.00 2.11%

4.29%
12,000.00 4.29%

NR/NR/NR
FFCB BOND 00.600 % DUE Aaa/AA+/AA+112425 DTD 112420 FC05242021 245,000 245,000.00 96.624

57.05 0.50%

0.52% -8,271.20
12/15/2025 0.93 236,728.80 0.26%

4.14%
BK HAPOALIM BM NY US RT 1,225.00 4.14%00.5000% MAT 12/15/25FIXED RATE CD /NY CD
Total 2025 44,073,000 1.27% 06/21/2025 $556,338.75

1.28%

4.41%4.41%

0.45$44,120,779.89
$-721,726.72
$43,399,053.17
$141,120.45

47.29%
Includes all fixed-rate securities in the selected portfolio. Average yields and durations exclude Structured Product, Pass-Through, Perpetual Preferred, and Foreign securities.Accrued interest, if any, has been included in the total market value.Report created on: January 06, 2025 Page 23 of 36 Item #8. Page 26
Meeting Date: 1/28/2025 / Packet Page #: 42
Consolidated report prepared for City of Glendora
Bond Holdingsas of December 31, 2024 (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 2,000,827.60 96.187
6,455.56

0.70%

0.73% -77,087.60
01/15/2026 1.01 1,923,740.00 2.10%

4.50%
14,000.00 4.50%

NR/NR/NR
JOHN DEERE CPTL CORP A1/A+/A00.700% 011526DTD010721 FC071521 MEDTERM NTS 245,000 245,000.00 100.099
4,307.64

4.25%

4.25% 242.55
02/02/2026 1.03 245,242.55 0.27%

4.15%
MORGAN STANLEY BK UT US 10,412.50 4.15%RT 04.2500% MAT 02/02/26FIXED RATE CD /UT CD
1,200,000 1,200,000.00 94.719
3,333.33

0.80%

0.84% -63,372.00
02/26/2026 02/26/2025 1.11 1,136,628.00 1.24%

5.59%5.59%
100.00
9,600.00

NR/NR/NR
JPMORGAN CHASE & CO A1/AA-/A00.800% 022626DTD022621 FC082621 MEDTERM NTS 245,000 245,000.00 99.649
3,621.97

3.80%

3.81% -859.95
03/11/2026 01/11/2025 1.14 244,140.05 0.27%

4.10%4.10%
100.00
CFG COMMUNITY BANK MD 9,310.00US RT 03.8000% MAT03/11/26 FIXED RATE CD/MD CD
2,000,000 1,989,860.00 95.675
5,500.00

0.90%

0.94% -76,360.00
03/11/2026 02/11/2026 1.16 1,913,500.00 2.08%

4.66%4.66%
100.00
18,000.00

NR/NR/NR
CHARLES SCHWAB CORP A2/A/ANTS 00.900% 031126DTD121120 FC031121CALL@MW+10BP 245,000 245,000.00 96.116

69.81 0.80%

0.83% -9,515.80
03/18/2026 03/18/2025 1.19 235,484.20 0.26%

4.10%4.10%
100.00
BMO HARRIS BK NA IL US RT 1,960.0000.8000% MAT 03/18/26FIXED RATE CD /IL CD
245,000 245,000.00 101.122
372.87

5.05%

4.99% 2,748.90
03/20/2026 1.17 247,748.90 0.27%

4.10%
AFFINITY PLUS MN US RT 12,372.50 4.10%05.0500% MAT 03/20/26LICU SHARE CERTIFICATE/MN CD
245,000 245,000.00 101.063
369.18

5.00%

4.95% 2,604.35
03/20/2026 1.17 247,604.35 0.27%

4.10%
VALLEYSTAR CR UN M VA 12,250.00 4.10%US RT 05.0000% MAT03/20/26 LICU SHARECERTIFICATE /VA CD
245,000 245,000.00 101.079
1,006.85

5.00%

4.95% 2,643.55
03/23/2026 1.18 247,643.55 0.27%

4.10%
TECHNOLOGY CREDIT CA US 12,250.00 4.10%RT 05.0000% MAT 03/23/26CREDIT UNION SHARE CERT/CA CD
Includes all fixed-rate securities in the selected portfolio. Average yields and durations exclude Structured Product, Pass-Through, Perpetual Preferred, and Foreign securities.Accrued interest, if any, has been included in the total market value.Report created on: January 06, 2025 Page 24 of 36 Item #8. Page 27
Meeting Date: 1/28/2025 / Packet Page #: 43
Consolidated report prepared for City of Glendora
Bond Holdingsas of December 31, 2024 (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 ($)/
Unreal. g/l ($)
245,000 245,000.00 101.056
3,289.04

5.00%

4.95% 2,587.20
03/24/2026 1.17 247,587.20 0.27%

4.10%
CIBC BANK ILLINOIS IL US RT 12,250.00 4.10%05.0000% MAT 03/24/26FIXED RATE CD /IL CD
245,000 245,000.00 96.193
585.99

0.90%

0.94% -9,327.15
03/25/2026 1.20 235,672.85 0.26%

4.10%
STATE BANK OF INDI NY US 2,205.00 4.10%RT 00.9000% MAT 03/25/26FIXED RATE CD /NY CD
2,000,000 2,000,000.00 96.060
5,250.00

1.05%

1.09% -78,800.00
03/30/2026 N/A 1,921,200.00 2.09%
N/A
21,000.00 N/A

NR/NR/NR
FHLB NTS 1.0500% DUE Aaa/NR/AA+033026 DTD 033021 FC09302021 245,000 245,000.00 96.178

0.00 0.95%

0.99% -9,363.90
03/31/2026 12/31/2024 N/A 235,636.10 0.26%
N/AN/A
100.00
BANKUNITED NA FLOR FL US 2,327.50RT 00.9500% MAT 03/31/26FIXED RATE CD /FL CD
245,000 245,000.00 96.048
191.30

0.95%

0.99% -9,682.40
04/16/2026 1.27 235,317.60 0.26%

4.10%
GREENSTATE CREDIT IA US 2,327.50 4.10%RT 00.9500% MAT 04/16/26FIXED RATE CD /IA CD
245,000 245,000.00 95.967
422.88

0.90%

0.94% -9,880.85
04/22/2026 1.27 235,119.15 0.26%

4.10%
TOYOTA FINL SVG BK NV US 2,205.00 4.10%RT 00.9000% MAT 04/22/26FIXED RATE CD /NV CD
2,000,000 2,000,000.00 96.763
1,277.78

0.50%

0.52% -64,740.00
05/15/2026 05/15/2025 N/A 1,935,260.00 2.11%
N/AN/A
100.00
10,000.00

NR/NR/NR
INTL FIN CORP NTS 00.500 % Aaa/NR/AAADUE 051526 DTD 052821 FC11152021 2,000,000 2,001,337.79 95.573
2,938.89

1.15%

1.20% -89,877.79
05/15/2026 04/15/2026 1.33 1,911,460.00 2.08%

4.51%4.51%
100.00
23,000.00

NR/NR/NR
UNITED HEALTH GROUP INC A2/A/A+01.150% 051526DTD051921 FC111521CALL@MW+07.50BP 245,000 245,000.00 95.438

85.58 0.85%

0.89% -11,176.90
06/16/2026 06/16/2025 1.44 233,823.10 0.25%

4.08%4.08%
100.00
UBS BANK UT US RT 2,082.5000.8500% MAT 06/16/26FIXED RATE CD /UT CD
245,000 245,000.00 99.236

23.83 3.55%

3.58% -1,871.80
06/30/2026 01/30/2025 1.44 243,128.20 0.26%

4.08%4.08%
100.00
ALLY BK UT US RT 03.5500% 8,697.50MAT 06/30/26 FIXED RATECD /UT CD
2,000,000 2,000,000.00 96.529

0.00 1.00%

1.04% -69,420.00
06/30/2026 03/30/2025 N/A 1,930,580.00 2.10%
N/AN/A
100.00
20,000.00

NR/NR/NR
FHLB BOND STEP-UP Aaa/NR/AA+1.0000% DUE 063026 DTD063021 FC 12302021Includes all fixed-rate securities in the selected portfolio. Average yields and durations exclude Structured Product, Pass-Through, Perpetual Preferred, and Foreign securities.Accrued interest, if any, has been included in the total market value.Report created on: January 06, 2025 Page 25 of 36 Item #8. Page 28
Meeting Date: 1/28/2025 / Packet Page #: 44
Consolidated report prepared for City of Glendora
Bond Holdingsas of December 31, 2024 (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 2,000,000.00 96.021

0.00 1.50%

1.56% -79,580.00
06/30/2026 N/A 1,920,420.00 2.09%
N/A
30,000.00 N/A

NR/NR/NR
FHLB NTS 1.5000% DUE Aaa/NR/AA+063026 DTD 063021 FC12302021 245,000 245,000.00 95.133

4.70 0.70%

0.74% -11,924.15
07/01/2026 1.45 233,075.85 0.25%

4.08%
NEW YORK CMNTY BK NY 1,715.00 4.08%US RT 00.7000% MAT07/01/26 FIXED RATE CD /NY CD
1,000,000 968,385.25 94.955
4,025.00

1.05%

1.11% -18,835.25
08/13/2026 01/13/2025 1.56 949,550.00 1.03%

4.31%4.31%
100.00
10,500.00

NR/NR/NR
FHLB BOND 01.050 % DUE Aaa/NR/AA+081326 DTD 081321 FC02132022 245,000 245,000.00 94.911
161.10

0.80%

0.84% -12,468.05
08/13/2026 1.60 232,531.95 0.25%

4.06%
LIVE OAK BKG CO NC US RT 1,960.00 4.06%00.8000% MAT 08/13/26FIXED RATE CD /NC CD
2,000,000 2,000,000.00 94.979
7,986.11

1.15%

1.21% -100,420.00
08/26/2026 N/A 1,899,580.00 2.07%
N/A
23,000.00 N/A

NR/NR/NR
FHLB NTS 1.1500% DUE Aaa/NR/AA+082626 DTD 082621 FC02262022 2,000,000 2,000,000.00 93.012
7,233.33

1.05%

1.13% -139,760.00
08/27/2026 08/27/2025 1.59 1,860,240.00 2.03%

5.52%5.52%
100.00
21,000.00

NR/NR/NR
MORGAN STANLEY FIN LLC A1/A+/A01.050% 082726DTD082721 FC022722 MEDTERM NTS 2,000,000 2,000,000.00 94.221
4,856.67

0.94%

1.00% -115,580.00
09/28/2026 1.68 1,884,420.00 2.05%

4.42%
18,800.00 4.42%

NR/NR/NR
FFCB NTS 00.940 % DUE Aaa/AA+/AA+092826 DTD 092821 FC03282022 1,000,000 982,052.13 94.527
1,895.72

1.13%

1.19% -36,782.13
10/31/2026 1.77 945,270.00 1.03%

4.26%
11,250.00 4.26%

NR/NR/NR
US TSY NOTE 01.125 % DUE NR/AA+/NR10/31/26 DTD 10/31/21 FC04/30/22 245,000 245,000.00 94.790
285.61

1.15%

1.21% -12,764.50
11/24/2026 1.84 232,235.50 0.25%

4.03%
CAPITAL ONE BK USA VA US 2,817.50 4.03%RT 01.1500% MAT 11/24/26FIXED RATE CD /VA CD
245,000 245,000.00 94.790
285.61

1.15%

1.21% -12,764.50
11/24/2026 1.84 232,235.50 0.25%

4.03%
CAPITAL ONE NA VA US RT 2,817.50 4.03%01.1500% MAT 11/24/26FIXED RATE CD /VA CD
Total 2026 27,365,000 1.22% 06/05/2026 $330,110.00

1.26%

4.58%4.58%

1.37$27,307,462.77
$-1,111,388.17
$26,196,074.60
$65,836.33

28.54%
Includes all fixed-rate securities in the selected portfolio. Average yields and durations exclude Structured Product, Pass-Through, Perpetual Preferred, and Foreign securities.Accrued interest, if any, has been included in the total market value.Report created on: January 06, 2025 Page 26 of 36 Item #8. Page 29
Meeting Date: 1/28/2025 / Packet Page #: 45
Consolidated report prepared for City of Glendora
Bond Holdingsas of December 31, 2024 (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 ($)/
Unreal. g/l ($)
2,000,000 2,000,000.00 94.877
15,844.44

1.84%

1.94% -102,460.00
01/26/2027 1.97 1,897,540.00 2.07%

4.46%
36,800.00 4.46%

NR/NR/NR
FFCB BOND 01.840 % DUE Aaa/AA+/AA+012627 DTD 012622 FC07262022 2,000,000 2,000,000.00 94.886
13,943.33

1.78%

1.88% -102,280.00
02/10/2027 02/10/2025 2.01 1,897,720.00 2.07%

4.34%4.34%
100.00
35,600.00

NR/NR/NR
FHLB BOND 01.780 % DUE Aaa/NR/AA+021027 DTD 021022 FC08102022 245,000 245,000.00 95.265
342.33

1.70%

1.78% -11,600.75
02/18/2027 2.08 233,399.25 0.25%

4.02%
METRO CREDIT UNION MA 4,165.00 4.02%US RT 01.7000% MAT02/18/27 LICU SHARECERTIFICATE /MA CD
245,000 245,000.00 95.277
148.34

1.70%

1.78% -11,571.35
02/18/2027 2.08 233,428.65 0.25%

4.01%
PENTAGON FED CREDI VA US 4,165.00 4.01%RT 01.7000% MAT 02/18/27CREDIT UNION SHARE CERT/VA CD
3,215,000 3,075,098.40 95.249
22,617.53

2.01%

2.11% -12,843.05
02/25/2027 02/25/2025 2.05 3,062,255.35 3.34%

4.35%4.35%
100.00
64,621.50

NR/NR/NR
FHLB BOND 02.010 % DUE Aaa/NR/AA+022527 DTD 022522 FC08252022 245,000 245,490.60 95.854
1,610.96

2.00%

2.09% -10,648.30
03/02/2027 2.07 234,842.30 0.26%

4.01%
EAGLEMARK SVGS BK NV US 4,900.00 4.01%RT 02.0000% MAT 03/02/27FIXED RATE CD /NV CD
245,000 245,000.00 98.157
794.74

3.20%

3.26% -4,515.35
05/24/2027 2.27 240,484.65 0.26%

4.01%
DISCOVER BANK DE US RT 7,840.00 4.01%03.2000% MAT 05/24/27FIXED RATE CD /DE CD
245,000 245,000.00 101.606
504.77

4.70%

4.63% 3,934.70
06/15/2027 2.31 248,934.70 0.27%

4.01%
ESSENTIAL FED CRED LA US 11,515.00 4.01%RT 04.7000% MAT 06/15/27LICU SHARE CERTIFICATE /LA CD
245,000 245,000.00 98.221
349.04

3.25%

3.31% -4,358.55
06/15/2027 2.34 240,641.45 0.26%

4.01%
LAFAYETTE FED CRED MD US 7,962.50 4.01%RT 03.2500% MAT 06/15/27LICU SHARE CERTIFICATE/MD CD
245,000 245,000.00 100.258
247.68

4.10%

4.09% 632.10
11/22/2027 2.71 245,632.10 0.27%

4.01%
WORKERS CREDIT UNI MA 10,045.00 4.01%US RT 04.1000% MAT11/22/27 LICU SHARECERTIFICATE /MA CD
Total 2027 8,930,000 2.11% 03/04/2027 $187,614.00

2.20%

4.31%4.31%

2.07 $8,790,589.00
$-255,710.55
$8,534,878.45
$56,403.17

9.30%
Includes all fixed-rate securities in the selected portfolio. Average yields and durations exclude Structured Product, Pass-Through, Perpetual Preferred, and Foreign securities.Accrued interest, if any, has been included in the total market value.Report created on: January 06, 2025 Page 27 of 36 Item #8. Page 30
Meeting Date: 1/28/2025 / Packet Page #: 46
Consolidated report prepared for City of Glendora
Bond Holdingsas of December 31, 2024 (continued)Maturing 2028 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 ($)/
Unreal. g/l ($)
245,000 245,000.00 100.633
939.73

5.00%

4.97% 1,550.85
04/03/2028 04/03/2026 1.20 246,550.85 0.27%

4.48%4.79%
100.00
ARBOR FINL CREDIT MI US RT 12,250.0005.0000% MAT 04/03/28FIXED RATE CD /MI CD
1,500,000 1,494,995.25 96.938
7,283.33

3.80%

3.92% -40,925.25
05/15/2028 02/15/2028 3.10 1,454,070.00 1.58%

4.79%4.79%
100.00
57,000.00

NR/NR/NR
AMEREN ILL CO NTS B/E A1/WD/A03.800% 051528DTD052218 FC111518CALL@MW+15BP 245,000 245,000.00 100.426
604.78

5.30%

5.28% 1,043.70
07/14/2028 07/14/2025 0.52 246,043.70 0.27%

4.49%5.17%
100.00
CY-FAIR FED CREDIT TX US 12,985.00RT 05.3000% MAT 07/14/28FIXED RATE CD /TX CD
245,000 245,000.00 103.288
469.86

5.00%

4.84% 8,055.60
07/17/2028 3.24 253,055.60 0.28%

4.00%
NEW ORLEANS FIREME LA US 12,250.00 4.00%RT 05.0000% MAT 07/17/28FIXED RATE CD /LA CD
219,000 219,000.00 99.563
1,435.50

4.35%

4.37% -957.03
11/06/2028 11/06/2025 3.48 218,042.97 0.24%

4.47%4.47%
100.00
FIRST GTY BK HAMMO LA US 9,526.50RT 04.3500% MAT 11/06/28FIXED RATE CD /LA CD
Total 2028 2,454,000 4.25% 06/09/2028 $104,011.50

4.30%

4.72%4.62%

2.69 $2,448,995.25
$-31,232.13
$2,417,763.12
$10,733.20

2.63%
Maturing 2029
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 ($)/
Unreal. g/l ($)
245,000 244,987.75 100.366
688.01

4.10%

4.09% 908.95
02/06/2029 3.75 245,896.70 0.27%

4.00%
WELLS FARGO BK NA SD US 10,045.00 4.00%RT 04.1000% MAT 02/06/29FIXED RATE CD /SD CD
245,000 244,755.00 100.051
787.36

5.10%

5.10% 369.95
03/08/2029 01/08/2025 0.02 245,124.95 0.27%

2.76%5.09%
100.00
EATON CMNTY BK MI US RT 12,495.0005.1000% MAT 03/08/29FIXED RATE CD /MI CD
1,000,000 984,595.25 96.692
5,111.11

4.00%

4.14% -17,675.25
05/15/2029 03/15/2029 3.93 966,920.00 1.05%

4.85%4.85%
100.00
40,000.00

NR/NR/NR
UNITED HEALTH GROUP INC A2/A/A+04.000% 051529DTD052022 FC111522CALL@MW+20BP 470,000 442,604.25 93.693
1,654.79

3.25%

3.47% -2,247.15
05/22/2029 02/22/2029 4.00 440,357.10 0.48%

4.86%4.86%
100.00
15,275.00

NR/NR/NR
CHARLES SCHWAB CORP B/E A2/A/A03.250% 052229DTD052219 FC112219Includes all fixed-rate securities in the selected portfolio. Average yields and durations exclude Structured Product, Pass-Through, Perpetual Preferred, and Foreign securities.Accrued interest, if any, has been included in the total market value.Report created on: January 06, 2025 Page 28 of 36 Item #8. Page 31
Meeting Date: 1/28/2025 / Packet Page #: 47
Consolidated report prepared for City of Glendora
Bond Holdingsas of December 31, 2024 (continued)Maturing 2029 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 ($)/
Unreal. g/l ($)
1,000,000 971,415.25 94.078
1,555.56

3.50%

3.72% -30,635.25
06/15/2029 03/15/2029 4.04 940,780.00 1.03%

5.00%5.00%
100.00
35,000.00

NR/NR/NR
PACIFICORP B/E 03.500% A2/NR/A061529 DTD030119FC061519 CALL@MW+15BP 1,000,000 0.00 99.831
701.39

5.05%

5.06% 998,310.00
06/26/2029 12/26/2025 3.96 998,310.00 1.09%

5.09%5.09%
100.00
50,500.00

NR/NR/NR
FNMA NTS 05.050 % DUE Aaa/AA+/AA+062629 DTD 062824 FC12262024 1,000,000 1,000,711.40 99.727
17,166.67

5.15%

5.16% -3,441.40
08/27/2029 02/27/2025 4.02 997,270.00 1.09%

5.22%5.22%
100.00
51,500.00

NR/NR/NR
FHLMC NTS 05.150 % DUE Aaa/AA+/AA+082729 DTD 083024 FC02272025 245,000 245,000.00 100.005
123.51

4.60%

4.60% 12.25
08/27/2029 02/27/2025 0.15 245,012.25 0.27%

4.57%4.60%
100.00
STAR FINL BK IN US RT 11,270.0004.6000% MAT 08/27/29FIXED RATE CD /IN CD
245,000 240,222.50 98.276
2,343.95

3.60%

3.66% 553.70
09/25/2029 4.26 240,776.20 0.26%

4.00%
AMER EXPRESS NATL UT US 8,820.00 4.00%RT 03.6000% MAT 09/25/29FIXED RATE CD /UT CD
1,500,000 1,498,850.25 99.500
17,325.00

4.62%

4.64% -6,350.25
10/01/2029 04/01/2025 4.17 1,492,500.00 1.63%

4.74%4.74%
100.00
69,300.00

NR/NR/NR
FFCB BOND 04.620 % DUE Aaa/AA+/AA+100129 DTD 100124 FC04012025 1,000,000 977,635.25 97.015
9,787.50

4.05%

4.17% -7,485.25
10/04/2029 09/04/2029 4.22 970,150.00 1.06%

4.76%4.76%
100.00
40,500.00

NR/NR/NR
ACCENTURE CAPITAL INC Aa3/A+/AA04.050% 100429DTD100424 FC040425CALL@MW+10BP 1,000,000 997,555.25 99.774
9,763.89

4.63%

4.64% 184.75
10/15/2029 04/15/2025 4.21 997,740.00 1.09%

4.68%4.68%
100.00
46,250.00

NR/NR/NR
FHLB NTS 04.625 % DUE Aaa/NR/AA+101529 DTD 101524 FC04152025 500,000 492,571.66 98.305
3,370.17

4.00%

4.07% -1,046.66
10/31/2029 4.31 491,525.00 0.54%

4.39%
20,000.00 4.39%

NR/NR/NR
US TSY NOTE 04.000 % DUE Aaa/AA+/AA+10/31/29 DTD 10/31/22 FC04/30/23 245,000 244,510.00 100.206
1,087.40

4.05%

4.04% 994.70
11/21/2029 4.38 245,504.70 0.27%

4.00%
SALLIE MAE BANK UT US RT 9,922.50 4.00%04.0500% MAT 11/21/29FIXED RATE CD /UT CD
245,000 245,000.00 100.427
963.22

4.10%

4.08% 1,046.15
11/26/2029 4.39 246,046.15 0.27%

4.00%
STATE BK IL US RT 04.1000% 10,045.00 4.00%MAT 11/26/29 FIXED RATECD /IL CD
Includes all fixed-rate securities in the selected portfolio. Average yields and durations exclude Structured Product, Pass-Through, Perpetual Preferred, and Foreign securities.Accrued interest, if any, has been included in the total market value.Report created on: January 06, 2025 Page 29 of 36 Item #8. Page 32
Meeting Date: 1/28/2025 / Packet Page #: 48
Consolidated report prepared for City of Glendora
Bond Holdingsas of December 31, 2024 (continued)Maturing 2029 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 ($)/
Unreal. g/l ($)
1,500,000 1,490,677.13 97.742
4,950.21

3.88%

3.96% -24,547.13
11/30/2029 4.40 1,466,130.00 1.60%

4.39%
58,125.00 4.39%

NR/NR/NR
US TSY NOTE 03.875 % DUE Aaa/AA+/NR11/30/29 DTD 11/30/22 FC05/31/23 Total 2029 11,440,000 4.28% 08/27/2029 $489,047.50

4.35%

4.72%4.67%

3.97$10,321,090.94
$908,952.11
$11,230,043.05
$77,379.71

12.24%
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 ($)

4.49%4.48%
06/29/2026 N/A 1.35$92,988,917.85 N/A $91,777,812.39
$-1,211,105.46
94,262,000

1.82% $351,472.86 Total Bond Portfolio 1.78% $1,667,121.75 100% $92,129,285.25
Includes all fixed-rate securities in the selected portfolio. Average yields and durations exclude Structured Product, Pass-Through, Perpetual Preferred, and Foreign securities.Accrued interest, if any, has been included in the total market value.Report created on: January 06, 2025 Page 30 of 36 Item #8. Page 33
Meeting Date: 1/28/2025 / Packet Page #: 49
Important Information About This Report Disclosures Applicable to Accounts at UBS Financial Services Inc.

This section contains important disclosures regarding the information and valuations presented here. Allinformation presented is subject to change at any time and is provided only as of the date indicated. Theinformation in this report is for informational purposes only and should not be relied upon as the basis of aninvestment or liquidation decision. UBS FS account statements and official tax documents are the only officialrecord of your accounts and are not replaced, amended or superseded by any of the information presented inthese reports. You should not rely on this information in making purchase or sell decisions, for tax purposes orotherwise.UBS FS offers a number of investment advisory programs to clients, acting in our capacity as an investmentadviser, including fee-based financial planning, discretionary account management, non-discretionary investmentadvisory programs, and advice on the selection of investment managers and mutual funds offered through ourinvestment advisory programs. When we act as your investment adviser, we will have a written agreement withyou expressly acknowledging our investment advisory relationship with you and describing our obligations toyou. At the beginning of our advisory relationship, we will give you our Form ADV brochure(s) for the program(s)you selected that provides detailed information about, among other things, the advisory services we provide, ourfees, our personnel, our other business activities and financial industry affiliations and conflicts between ourinterests and your interests.In our attempt to provide you with the highest quality information available, we have compiled this report usingdata obtained from recognized statistical sources and authorities in the financial industry. While we believe thisinformation to be reliable, we cannot make any representations regarding its accuracy or completeness. Pleasekeep this guide as your Advisory Review.Please keep in mind that most investment objectives are long term. Although it is important to evaluate yourportfolio's performance over multiple time periods, we believe the greatest emphasis should be placed on thelonger period returns.Please review the report content carefully and contact your Financial Advisor with any questions.Client Accounts: This report may include all assets in the accounts listed and may include eligible and ineligibleassets in a fee-based program. Since ineligible assets are not considered fee-based program assets, the inclusionof such securities will distort the actual performance of your accounts and does not reflect the performance ofyour accounts in the fee-based program. As a result, the performance reflected in this report can varysubstantially from the individual account performance reflected in the performance reports provided to you aspart of those programs. For fee-based programs, fees are charged on the market value of eligible assets in theaccounts and assessed quarterly in advance, prorated according to the number of calendar days in the billingperiod. When shown on a report, the risk profile and return objectives describe your overall goals for theseaccounts. For each account you maintain, you choose one return objective and a primary risk profile. If you havequestions regarding these objectives or wish to change them, please contact your Financial Advisor to updateyour account records.Performance: This report presents account activity and performance depending on which inception type you'vechosen. The two options are: (1) All Assets (Since Performance Start): This presents performance for all assetssince the earliest possible date; (2) Advisory Assets (Advisory Strategy Start) for individual advisory accounts: Thispresents Advisory level performance since the Latest Strategy Start date; If an account that has never beenmanaged is included in the consolidated report, the total performance of that unmanaged account will beincluded since inception.

Time-weighted Returns for accounts / SWP/AAP sleeves (Monthly periods): The report displays a timeweighted rate of return (TWR) that is calculated using the Modified Dietz Method. This calculation uses thebeginning and ending portfolio values for the month and weighs each contribution/withdrawal based upon theday the cash flow occurred. Periods greater than one month are calculated by linking the monthly returns. TheTWR gives equal weighting to every return regardless of amount of money invested, so it is an effective measurefor returns on a fee based account. All periods shown which are greater than 12 months are annualized. Thisapplies to all performance for all assets before 09/30/2010, Advisory assets before 12/31/2010 and SWP sleevesbefore 04/30/2018.Time-weighted Returns for accounts / SWP/AAP sleeves (Daily periods): The report displays a timeweighted rate of return (TWR) that is calculated by dividing the portfolio's daily gain/loss by the previous day'sclosing market value plus the net value of cash flows that occurred during the day, if it was positive. The TWRgives equal weighting to every return regardless of amount of money invested, so it is an effective measure forreturns on a fee based account. Periods greater than one day are calculated by linking the daily returns. Allperiods shown which are greater than 12 months are annualized. For reports generated prior to 01/26/2018, theperformance calculations used the account's end of day value on the performance inception (listed in the reportunder the column "ITD") and all cash flows were posted at end of day. As a result of the change, the overallrate of return (TWR) and beginning market value displayed can vary from prior generated reports. This applies toall performance for all assets on or after 09/30/2010, Advisory assets on or after 12/31/2010, SWP/AAP sleeveson or after 04/30/2018 as well as all Asset 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 daily Internal Rate of Return (IRR) for the period and thencompounding this return by the number of days in the period being measured. The MWR incorporates the sizeand timing of cash flows, so it is an effective measure of returns on a portfolio.Annualized Performance: All performance periods greater than one year are calculated (unless otherwisestated) on an annualized basis, which represents the return on an investment multiplied or divided to give acomparable one year return.Cumulative Performance: A cumulative return is the aggregate 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 "gross offees" basis, where indicated. Net returns do not reflect Program and wrap fees prior to 10/31/10 for accountsthat are billed separately via invoice through a separate account billing arrangement. Gross returns do not reflectthe deduction of fees, commissions or other charges. The payment of actual fees and expenses will reduce aclient's return. The compound effect of such fees and expenses should be considered when reviewing returns.For example, the net effect of the deduction of fees on annualized performance, including the compoundedeffect over time, is determined by the relative size of the fee and the account's investment performance. Itshould also be noted that where gross returns are compared to an index, the index performance also does notreflect any transaction costs, which would lower the performance results. Market index data maybe subject toreview and revision.Benchmark/Major Indices: The past performance of an index is not a guarantee of future results. Anybenchmark is shown for informational purposes only and relates to historical performance of market indices andnot the performance of actual investments. Although most portfolios use indices as benchmarks, portfolios areactively managed and generally are not restricted to investing only in securities in the index. As a result, your Report created on: January 06, 2025 Page 31 of 36
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Disclosures Applicable to Accounts at UBS Financial Services Inc. (continued) portfolio holdings and performance may vary substantially from the index. Each index reflects an unmanageduniverse of securities without any deduction for advisory fees or other expenses that would reduce actualreturns, as well as the reinvestment of all income and dividends. An actual investment in the securities includedin the index would require an investor to incur transaction costs, which would lower the performance results.Indices are not actively managed and investors cannot invest directly in the indices. Market index data maybesubject to review and revision. The benchmark index is selected from among the indices for which UBSFS haslicensing agreements with the index provider. UBSFS does not have licensing agreements for all available indices.The benchmarks may vary from those used by the Money Manager or those listed in the prospectus. Further,there is no guarantee that an investor's account will meet or exceed the stated benchmark. Index performanceinformation has been obtained from third parties deemed to be reliable. We have not independently verified thisinformation, nor do we make any representations or warranties to the accuracy or completeness of thisinformation.Blended Index - For Advisory accounts, Blended Index is designed to reflect the asset categories in which youraccount is invested. For Brokerage accounts, you have the option to select any benchmark from the list.For certain products, the blended index represents the investment 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 you which may consist of a blend of indexes. For advisoryaccounts, these indices are for informational purposes only. Depending on the selection, the benchmark selectedmay not be an appropriate basis for comparison of your portfolio based on its holdings.For alternative investments and strategies that are highly customized, such as Concentrated Equity Solutions(CES), benchmarks are broad market indices included for general reference and are not intended to showcomparative market performance or potential portfolios with risk or return profiles similar to your account.Benchmark indices are shown for illustrative purposes only.Custom Time Periods: If represented on this report, the performance start date and the performance end datehave been selected by your Financial Advisor in order to provide performance and account activity informationfor your account for the specified period of time only. As a result, only a portion of your account's activity andperformance information is presented in the performance report, and, therefore, presents a distortedrepresentation of your account's activity and performance.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 the last day of the period. When fees are shown separately,net deposits / withdrawals does not include program fees (including wrap fees). When investment return isdisplayed net deposits / withdrawals does not include program fees (including wrap fees). For securitycontributions and withdrawals, securities are calculated using the end of day UBS FS price on the day securitiesare delivered in or out of the accounts. Wrap fees will be included in this calculation except when paid via aninvoice or through a separate accounts billing arrangement. When shown on Client summary and/or Portfolioreview report, program fees (including wrap fees) may not be included in net deposits/withdrawals. PACEProgram fees paid from sources other than your PACE account are treated as a contribution. A PACE ProgramFee rebate that is not reinvested is treated as a withdrawal.Deposits: When shown on a report, this information represents the net value of all cash and securities contributions added to your accounts from the first day to the last day of the period. On Client Summary Reportand/or Portfolio Review Report, this may exclude the Opening balance. For security contributions, securities arecalculated using the end of day UBS FS price on the day securities are delivered in or out of the accounts.Withdrawals: When shown on a report, this information represents the net value of all cash and securitieswithdrawals subtracted from your accounts from the first day to the last day of the period. On Client summaryand/or portfolio review report Withdrawals may not include program fees (including wrap fees). For securitywithdrawals, securities are calculated using the end of day UBS FS price on the day securities are delivered in orout of the accounts.Dividends/Interest: Dividend and interest earned, when shown on a report, does not include income onsecurities that have been lent out & does not reflect your account's tax status or reporting requirements. Useonly official tax reporting documents (i.e. 1099) for tax reporting purposes. The classification of privateinvestment distributions can only be determined by referring to the official year-end tax-reporting documentprovided by the issuer.Change in Accrued Interest: When shown on a report, this information represents the difference between theaccrued interest at the beginning of the period from the accrued interest at the end of the period.Change in Value: Represents the change in value of the portfolio during the reporting period, excludingadditions/withdrawals, dividend and interest income earned and accrued interest. Change in Value may includeprograms fees (including wrap fees) and other fees.Fees: Fees represented in this report include program and wrap fees. Program and wrap fees prior to October 1,2010 for accounts that are billed separately via invoice through a separate account billing arrangement are notincluded in this report.Performance Start Date Changes: The Performance Start Date for accounts marked with a '^' have changed.Performance figures of an account with a changed Performance Start Date may not include the entire history ofthe account. The new Performance Start Date will generate performance returns and activity information for ashorter period than is available at UBS FS. As a result, the overall performance of these accounts may generatebetter performance than the period of time that would be included if the report used the inception date of theaccount. UBS FS recommends reviewing performance reports that use the inception date of the account becausereports with longer time frames are usually more helpful when evaluating investment programs and strategies.Performance reports may include accounts with inception dates that precede the new Performance Start Dateand will show performance and activity information from the earliest available inception date.The change in Performance Start Date may be the result of a performance gap due to a zero-balance thatprevents the calculation of continuous returns from the inception of the account. The Performance Start Datemay also change if an account has failed one of our performance data integrity tests. In such instances, theaccount will be labeled as 'Review Required' and performance prior to that failure will be restricted. Finally, thePerformance Start Date will change if you have explicitly requested a performance restart. Please contact yourFinancial Advisor for additional details regarding your new Performance Start Date.Closed Account Performance: Accounts that have been closed may be included in the consolidatedperformance report. When closed accounts are included in the consolidated report, the performance report willonly include information for the time period the account was active during the consolidated performancereporting time period.

Report created on: January 06, 2025 Page 32 of 36
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Disclosures Applicable to Accounts at UBS Financial Services Inc. (continued) 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 a copy 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 disclosure document can be accessed at the following web address:www.optionsclearing.com/about/publications/character-risks.Concentrated Equity Solutions (CES) managers are not involved in the selection of the underlying stock positions.The Manager will advise only on the options selection in order to pursue the strategy in connection with theunderlying stock position(s) deposited in the account. It is important to keep this in mind when evaluating themanager's performance since the account's performance will include the performance of the underlying equityposition that is not being managed. CES use options to seek to achieve your investment objectives regardingyour concentration stock position. Options strategies change the potential return profile of your stock. In certainscenarios, such as call writing, the call position will limit your ability to participate in any potential increase in theunderlying equity position upon which the call was written. Therefore, in some market conditions, particularlyduring periods of significant appreciation of the underlying equity position(s), the CES account will decrease theperformance that would have been achieved had the stock been held long without implementing the CESstrategy.Portfolio: For purposes of this report "portfolio" is defined as all of the accounts presented on the cover pageor the header of this report and does not necessarily include all of the client's accounts held at UBS FS orelsewhere.Percentage: Portfolio (in the "% Portfolio / Total" column) includes all holdings held in the account(s) selectedwhen this report was generated. Broad asset class (in the "% broad asset class" column) includes all holdingsheld in that broad asset class in the account(s) selected when this report was generated.Tax lots: This report displays security tax lots as either one line item (i.e., lumped tax lots) or as separate tax lotlevel information. If you choose to display security tax lots as one line item, the total cost equals the total valueof all tax lots. The unit cost is an average of the total cost divided by the total number of shares. If the shareswere purchased in different lots, the unit price listed does not represent the actual cost paid for each lot. Theunrealized gain/loss value is calculated by combining the total value of all tax lots plus or minus the total marketvalue of the security.If you choose to display tax lot level information as separate line items on the Portfolio Holdings report, the taxlot information may include information from sources other than UBS FS. The Firm does not independently verifyor guarantee the accuracy or validity of any information provided by sources other than UBS FS. As a result thisinformation may not be accurate and is provided for informational purposes only. Clients should not rely on thisinformation in making purchase or sell decisions, for tax purposes or otherwise. See your monthly statement foradditional information.Pricing: All securities are priced using the closing price reported on the last business day preceding the date ofthis report. Every reasonable attempt has been made to accurately price securities; however, we make nowarranty with respect to any security's price. Please refer to the back of the first page of your UBS FS accountstatement for important information regarding the pricing used for certain types of securities, the sources ofpricing data and other qualifications concerning the pricing of securities. To determine the value of securities inyour account, we generally rely on third party quotation services. If a price is unavailable or believed to beunreliable, we may determine the price in good faith and may use other sources such as the last recordedtransaction. When securities are held at another custodian or if you hold illiquid or restricted securities for which there is no published price, we will generally rely on the value provided by the custodian or issuer of thatsecurity.Cash: Cash on deposit at UBS Bank USA is protected by the Federal Deposit Insurance Corporation (FDIC) up to$250,000 in principal and accrued interest per depositor for each ownership type. Deposits made in anindividual's own name, joint name, or individual retirement 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 part of this position is held on margin or held in the shortaccount. When an account holds a debit balance, this debit balance is incorporated into the account's totalmarket value and deducted from the total value. When calculating the percent of portfolio on each security, thepercentage will be impacted by the total market value of the account. Therefore, if the account's market value isreduced by a debit value of a holding the percent of portfolio will be greater and if the account's market value isincreased by a holding then the percent of portfolio will be less.Asset Allocation: Your allocation analysis is based on your current portfolio. The Asset Allocation portion ofthis report shows the mix of various investment classes in your account. An asset allocation that shows asignificantly higher percentage of equity investments may be more appropriate for an investor with a moreaggressive investment strategy and higher tolerance for risk. Similarly, the asset allocation of a more conservativeinvestor may show a higher percentage of fixed income investments.Separately Managed Accounts and Pooled Investment Vehicles (such as mutual funds, closed end fundsand exchanged traded funds): The asset classification displayed is based on firm's proprietary methodology forclassifying assets. Please note that the asset classification assigned to rolled up strategies may include individualinvestments that provide exposure to other asset classes. For example, an International Developed Marketsstrategy may include exposure to Emerging Markets, and a US Large Cap strategy may include exposure to MidCap and Small Cap, etc.Mutual Fund Asset Allocation: If the option to unbundle balanced mutual funds is selected and if a fund'sholdings data is available, mutual funds will be classified by the asset class, subclass, and style breakdown oftheir underlying holdings. Where a mutual fund or ETF contains equity holdings from multiple equity sectors, thisreport will proportionately allocate the underlying holdings of the fund to those sectors measured as apercentage of the total fund's asset value as of the date shown.This information is supplied by Morningstar, Inc. on a daily basis to UBS FS based on data supplied by the fundwhich may not be current. Mutual funds change their portfolio holdings on a regular (often daily) basis.Accordingly, any analysis that includes mutual funds may not accurately reflect the current composition of thesefunds. If a fund's underlying holding data is not available, it will be classified based on its corresponding overallMorningstar classification. All data is as of the date indicated in the report.All pooled investment vehicles (such as mutual funds, closed end mutual funds, and exchange traded funds)incorporate internal management and operation expenses, which are reflected in the performance returns.Please see relevant fund prospectus for more information. Please note, performance for mutual funds is inclusiveof multiple share classes.Ineligible Assets: We require that you hold and purchase only eligible managed assets in your advisoryaccounts. Please contact your Financial Advisor for a list of the eligible assets in your program. These reports mayprovide performance information for eligible and ineligible assets in a fee-based program. Since ineligible assets Report created on: January 06, 2025 Page 33 of 36
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Disclosures Applicable to Accounts at UBS Financial Services Inc. (continued) are not considered fee-based program assets, the inclusion of such securities will distort the actual performanceof your advisory assets. As a result, the performance reflected in this report can vary substantially from theindividual account performance reflected in the performance reports provided to you as part of those programs.For fee-based programs, fees are charged on the market value of eligible assets in the accounts and assessedquarterly in advance, prorated according to the number of calendar days in the billing period. Neither UBS noryour Financial Advisor will act as your investment adviser with respect to Ineligible Assets.Variable Annuity Asset Allocation: If the option to unbundle a variable annuity is selected and if a variableannuity's holdings data is available, variable annuities will be classified by the asset class, subclass, and stylebreakdown for their underlying holdings. Where a variable annuity contains equity holdings from multiple equitysectors, this report will proportionately allocate the underlying holdings of the variable annuity to those sectorsmeasured as a percentage of the total variable annuity's asset value as of the date shown.This information is supplied by Morningstar, Inc. on a weekly basis to UBS FS based on data supplied by thevariable annuity which may not be current. Portfolio holdings of variable annuities change on a regular (oftendaily) basis. Accordingly, any analysis that includes variable annuities may not accurately reflect the currentcomposition of these variable annuities. If a variable annuity's underlying holding data is not available, it willremain classified as an annuity. All data is as of the date indicated in the report.Equity Style: The Growth, Value and Core labels are determined by Morningstar. If an Equity Style isunclassified, it is due to non-availability of data required by Morningstar to assign it a particular style.Equity Capitalization: Market Capitalization is determined by Morningstar. Equity securities are classified asLarge Cap, Mid Cap or Small Cap by Morningstar. Unclassified securities are those for which no capitalization isavailable on Morningstar.Equity Sectors: The Equity sector analysis may include a variety of accounts, each with different investment andrisk parameters. As a result, the overweighting or underweighting in a particular sector or asset class should notbe viewed as an isolated factor in making investment/liquidation decisions; but should be assessed on anaccount by account basis to determine the overall impact on the account's portfolio.Classified Equity: Classified equities are defined as those equities for which the firm can confirm the specificindustry and sector of the underlying equity instrument.Estimated Annual Income: The Estimated Annual Income is the dividend/interest rate paid by the investmentsolely as of the date of this report, annualized yearly per share and multiplied by the quantity of shares held inthe selected account(s). For Expected Cash Flow and Portfolio Holdings reports prior to June 23, 2023, savingsproducts & sweep funds do not display such calculations and instead, values are displayed as N/A. For all otherreports, Estimated Annual Income for savings products & sweep funds is not calculated or factored intoaggregate calculations and will be displayed as 0.Current Yield: Current yield calculations display the current yield of the investment solely as of the date of thisreport, is defined as the estimated annual income divided by the total market value. For Portfolio Holdings reportgenerated prior to June 23, 2023, savings products & sweep funds do not include such information and instead,values are displayed as N/A. For all other reports, Current Yield for savings products & sweep funds is notcalculated or factored into aggregate calculations and will be displayed as 0.YTM (at Market): Yield to Maturity (at Market) is the expected return of an interest-bearing security from the report date, assuming that it is held to maturity with all coupon payments paid. For displays at the tax lot level,the Yield to Maturity is calculated based on the cost basis of that specific tax lot. For position level displays(consisting of multiple tax lots), Yield to Maturity is derived by using the weighted average cost basis of all theunderlying tax lots.YTW (at Market): Yield to Worst (at Market) is the expected return of an interest-bearing security from thereport date, assuming that it is held to the next call date or until maturity (if no next call date) with all couponpayments paid. For displays at the tax lot level, the Yield to Worst is calculated based on the cost basis of thatspecific tax lot. For position level displays (consisting of multiple tax lots), Yield to Worst is derived by using theweighted average cost basis of all the underlying tax lots.Bond Rating: These ratings are obtained from independent industry sources and are not verified by UBS FS.Securities without rating information are left blank. Rating agencies may discontinue ratings on high yieldsecurities.NR: When NR is displayed under bond rating column, no ratings are currently available from that rating agency.High Yield: This report may designate a security as a high yield fixed income security even though one or morerating agencies rate the security as an investment grade security. Further, this report may incorporate a ratingthat is no longer current with the rating agency. For more information about the rating for any high yield fixedincome security, or to consider whether to hold or sell a high yield fixed income security, please contact yourfinancial advisor or representative and do not make any 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 adverse effects on the market value of their securities.Interest Rate Risk: Bonds are subject to market value fluctuations as interest rates rise and fall. If sold prior tomaturity, the price received for an issue may be less than the original purchase price.Reinvestment Risk: Since most corporate issues pay interest semiannually, the coupon payments over the lifeof the bond can have a major impact on the bond's total return.Call Provisions: When evaluating the purchase of a corporate bond, one should be aware of any features thatmay allow the issuer to call the security. This is particularly important when considering an issue that is trading ata premium to its call price, since the return may be negatively impacted if the issue is redeemed. Should an issuebe called, investors may be faced with an earlier than anticipated reinvestment decision, and may be unable toreinvest their principal at equally favorable rates.Effective Maturity: Effective maturity is the expected redemption due to pre-refunding, puts, or maturity anddoes not reflect any sinking fund activity, optional or extraordinary 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 are calculated to the worst call.Accrued Interest: Interest that has accumulated between the most recent payment and the report date may bereflected in market values for interest bearing securities.Bond Averages: All averages are weighted averages calculated based on market value of the holding, not Report created on: January 06, 2025 Page 34 of 36
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Disclosures Applicable to Accounts at UBS Financial Services Inc. (continued) including accrued interest.Tax Status: "Taxable" includes all securities held in a taxable account that are subject to federal and/or state orlocal taxation. "Tax-exempt" includes all securities held in a taxable account that are exempt from federal, stateand local taxation. "Tax-deferred" includes all securities held in a tax-deferred account, regardless of the statusof the security.Bond sensitivity analysis: This analysis uses Modified Duration which approximates the percentage pricechange of a security for a given change in yield. The higher the modified duration of a security, the higher itsrisk.Â For callable securities, modified duration does not address the impact of changing interest rates on abond's expected cash flow as a result of a call or prepayment.Amortization and Accretion: Prior to March 2008, amortization was calculated using the straight line methodfor tax exempt securities and was not calculated for taxable securities. Post March 2008, amortization iscalculated using the constant yield method. Prior to October 2008, accretion due to original issue discount wasnot calculated. Post October 2008, accretion due to original issue discount is calculated using the constant yieldmethod. Â Prior to January 2015, accretion due to market discount was calculated using the straight linemethod. Post January 2015, accretion due to market discount is calculated using the constant yield method.Â We assume the securities are held to par and premiums are calculated to call date. Amortization and accretionvalues may be incorrect due to adjustments related to cost basis. You may hold additional fixed income securitiesthat may not appear on this report. Please refer to your account statements for information regarding all of yourholdings.Gain/Loss: The gain/loss information may include calculations based upon non-UBS FS cost basis information.The firm does not independently verify or guarantee the accuracy or validity of any information provided bysources other than UBS FS. In addition, for Schedule K-1 reported investments, such as alternative investmentfunds, please refer to your annual K-1 and 1099 tax forms. If this report contains positions with unavailable costbasis, the gain/(loss) for these positions are excluded in the calculation for the Gain/(Loss). As a result thesefigures may not be accurate and are provided for informational purposes only. Clients should not rely on thisinformation in making purchase or sell decisions, for tax purposes or otherwise. Rely only on year-end tax formswhen preparing your tax return. See your monthly statement for additional information.Accounts Included in this Report: The account listing may or may not include all of your accounts with UBSFS. The accounts included in this report are listed under the "Accounts included in this review" shown on thefirst page or listed at the top of each page. If the account is a donor advised fund account, the assets in thoseaccounts are owned by the Sponsoring Charitable Organization, and not the donor. You and your financialadvisor have procured the appropriate authorization to view the assets in the donor advised fund account. If anaccount number begins with "@" this denotes assets or liabilities held at other financial institutions. Informationabout these assets, including valuation, account type and cost basis, is based on the information you provided tous, or provided to us by third party data aggregators or custodians at your direction. We have not verified, andare not responsible for, the accuracy or completeness of this information.Account name(s) displayed in this report and labels used for groupings of accounts can be customizable"nicknames" chosen by you to assist you with your recordkeeping or may have been included by your financialadvisor for reference purposes only. The names used have no legal effect, are not intended to reflect anystrategy, product, recommendation, investment objective or risk profile associated with your accounts or anygroup of accounts, and are not a promise or guarantee that wealth, or any financial results, can or will 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, or to make changes, contact your Financial Advisor.Account changes: At UBS, we are committed to helping you work toward your financial goals. So that we maycontinue providing you with financial advice that is consistent with your investment objectives, please considerthe following two questions:1) Have there been any changes to your financial situation or investment objectives?2) Would you like to implement or modify any restrictions regarding the management of your account?If the answer to either question is "yes," it is important that you contact your Financial Advisor as soon aspossible to discuss these changes. For MAC advisory accounts, please contact your investment manager directlyif you would like to impose or change any investment restrictions on your account.ADV disclosure: A complimentary copy of our current Form ADV Disclosure Brochure that describes theadvisory program and related fees is available through your Financial Advisor. Please contact your FinancialAdvisor if you have any questions.Important information for former Piper Jaffray and McDonald Investments clients: As anaccommodation to former Piper Jaffray and McDonald Investments clients, these reports include performancehistory for their Piper Jaffray accounts prior to August 12, 2006 and McDonald Investments accounts prior toFebruary 9, 2007, the date the respective accounts were converted to UBS FS. UBS FS has not independentlyverified this information nor do we make any representations or warranties as to the accuracy or completenessof that information and will not be liable to you if any such information is unavailable, delayed or inaccurate.For insurance, annuities, and 529 Plans, UBS FS relies on information obtained from third party services itbelieves to be reliable. UBS FS does not independently verify or guarantee the accuracy or validity of anyinformation provided by third parties. Information for insurance, annuities, and 529 Plans that has been providedby a third party service may not reflect the quantity and market 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 and tax regulations within their applicable jurisdiction that arenot addressed in this report. Nothing in this report shall be construed to be a solicitation to buy or offer to sellany security, product or service to any non-U.S. investor, nor shall any such security, product or service besolicited, offered or sold in any jurisdiction where such activity would be contrary to the securities laws or otherlocal laws and regulations or would subject UBS to any registration requirement within such jurisdiction.Performance History prior to the account's inception at UBS Financial Services, Inc. may have been included inthis report and is based on data provided by third party sources. UBS Financial Services Inc. has notindependently verified this information nor does UBS Financial Services Inc. guarantee the accuracy or validity ofthe information.Important information about brokerage and advisory services. As a firm providing wealth managementservices to clients, UBS Financial Services Inc. offers investment advisory services in its capacity as an SECregistered investment adviser and brokerage services in its capacity as an SEC-registered broker-dealer.Investment advisory services and brokerage services are separate and distinct, differ in material ways and aregoverned by different laws and separate arrangements. It is important that clients understand the ways in whichwe conduct business, that they carefully read the agreements and disclosures that we provide to them about theproducts or services we offer. For more information, please review client relationship summary provided at ubs.

Report created on: January 06, 2025 Page 35 of 36
Item #8. Page 38
Meeting Date: 1/28/2025 / Packet Page #: 54
Disclosures Applicable to Accounts at UBS Financial Services Inc. (continued) com/relationshipsummary. UBS Financial Services account protectionThe Firm is a member of the Securities Investor Protection Corporation (SIPC), which protects securitiescustomers of its members up to $500,000 (including $250,000 for claims for cash). Explanatory brochureavailable upon request or at www.sipc.org. The SIPC asset protection limits apply to all accounts that you hold ina particular capacity.The Firm, together with certain affiliates, has also purchased supplemental insurance. The maximum amountpayable to all eligible clients, collectively under this protection is $500 million as of December 10, 2019. Subjectto the policy conditions and limitations, cash at the Firm is further protected for up to $1.9 million in theaggregate for all your accounts held in a particular capacity. A full copy of the policy wording is available uponrequest.Neither the SIPC protection nor the supplemental protection apply to:
• Certain financial assets controlled by (and included in your account value) but held away from UBS Financial Services. For example certain (i) insurance products, including variable annuities,and (ii) shares of mutual funds registered in the name of the account holder on the books ofthe issuer or transfer agent); • Investment contracts or investment interests (e.g., limited partnerships and private placements) that are not registered under the Securities Act of 1933; • Commodities contracts (e.g., foreign exchange and precious metal contracts), including futures contracts and commodity option contracts;
• Securities on loan to UBS Financial Services; and• Deposit accounts (except certificates of deposit) at UBS Bank USA, UBS AG U.S. branches and banks in the FDIC Insured Deposit Program.

The SIPC protection and the supplemental protection do not apply to these assets even if they otherwise appearon your statements. The SIPC protection and the supplemental protection do not protect against changes in themarket value of your investments (whether as a result of market movement, issuer bankruptcy or otherwise).Non-UBS Assets and Liabilities: This report is not intended to provide you with consolidated information orreporting regarding your holdings at other firms. However, at your request, this report may include informationregarding assets that you hold at other financial institutions so that you may review your asset allocation and/orinvestment strategy in the context of your overall holdings. You should review and maintain the originaldocuments for these assets, such as the statements for individual accounts held away from UBS. Thosedocuments may contain notices, disclosures and other information important to you, and may also serve as areference should questions arise regarding the accuracy of that information as presented in this report.The information presented for accounts held at other financial institutions has been provided to UBS at yourdirection through your agreement with an Outside Asset Data Aggregation Service. These accounts have beenadded to this report at your request and are automatically updated to reflect the most recent data received fromthe custodian. Information may have also been provided based on documents and valuation you provided toyour Financial Advisor. These accounts have been added to this report at your request and may not reflect thecurrent valuation.

If an account number begins with "@" this denotes assets or liabilities held at other financial institutions.Information about these assets, including valuation, account type and cost basis, is based on the information youprovided to us, or provided to us by third party data aggregators or custodians at your direction. We have notverified, and are not responsible for, the accuracy or completeness of this information.If the information you or your custodians provided to us is not current, inclusion of these assets will impact theaccuracy of the current asset allocation and other analysis presented. We do not provide purchase, sale or holdrecommendations or advice with respect to your assets 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 you maintain assets at other firms that may be SIPCmembers, you should contact their financial representative or the other entity or refer to the other entitysstatement regarding SIPC membership. Your UBS Financial Services Inc. account statements are the only officialrecord of your UBS holdings and account and are not replaced, amended or superseded by any of theinformation presented in this report.Assets that you hold at other financial institutions are priced using the closing price reported on the last businessday preceding the date of this report. Every reasonable attempt has been made to accurately price securities;however, we make no warranty with respect to any security’s price. To determine the value of securities in youraccount, we generally rely on third party quotation services. If a price is unavailable or believed to be unreliable,we may determine the price in good faith and may use other sources such as the last recorded transaction.When securities are held at another custodian or if you hold illiquid or restricted securities for which there is nopublished price, we will generally rely on the value provided by the custodian or issuer of that security.The value of assets held at other financial institutions is based on the "Last Refresh Date" displayed. Up todate valuation and information can be obtained directly from the custodian of your assets. The accountstatements you receive from your third party custodian regarding the assets you hold with them are the officialrecord of your holdings and accounts and are not impacted or superseded by the information in this report.Account balances and security pricing will always display in U.S. Dollars even if assets in your Outside Accountsare denominated in other currencies. UBS will convert any values received in the Outside Account Information toU.S. Dollars using foreign exchange rates from UBS as of the previous business.

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Item #8. Page 39
Meeting Date: 1/28/2025 / Packet Page #: 55

STAFF REPORT
TO: Mayor and Council Members DATE: January 28, 2025
FROM: Recreation and Human Services DISTRICT(S): Citywide SUBJECT: Approve an Agreement with Sports Facilities Group Inc. for the installation of new bleachers at the Crowther Teen and Family Center in the amount of $46,965

RECOMMENDATION
That the City Council:

1. Approve an agreement with Sports Facilities Group, Inc. for the installation of new bleachers at the Crowther Teen and Family Center in the amount of $46,965; and

2. Authorize the City Manager or his designee to execute the agreement with Sports Facilities Group, INC. including minimal and/or non-substantive changes; and

3. Approve a supplemental appropriation in the amount of $50,000 in Capital Projects Fund 301.

STRATEGIC FOCUS AREAS
A. Goal 5: Improve and Maintain the City’s Infrastructure and Facilities (IMCIF)

EXECUTIVE SUMMARY
The Crowther Teen and Family Center was opened to the public in June 2003, the bleachers located in the gymnasium are twenty-one years old. Staff is proposing to replace the existing bleachers with new industry standard bleachers.

LEGISLATIVE HISTORY / PREVIOUS ACTIONS
The current bleachers at the Crowther Teen Center were installed in 2003.

DISCUSSION
The current bleachers at the Crowther Teen Center were installed in 2003. Numerous repairs have been made over the years to extend use, but with an average use of more than 50,000 participants per year and the gym heavily used for Glendora Youth Basketball the existing bleachers are in need of replacement.

Staff received two quotes for this project from Sports Facilities Group, Inc. and Herk Edwards, Inc.

BIDDER BID AMOUNT
SPORTS FACILITIES GROUP, INC. $46,965.00
HERK EDWARDS, INC. $52,460.00
Staff Evaluated each bid that it received and compared likeness. It was determined that Sports Facilities Group, INC. was lowest responsible bidder.

The project is estimated to be completed by the end of June 2025.

Item #9. Page 1
Meeting Date: 1/28/2025 / Packet Page #: 56

FISCAL IMPACT
A supplemental appropriation of $50,000 is requested to fund the project in Capital Projects Fund (301).

DESCRIPTION AMOUNT
Teen Center Sound Panel and Bleacher Replacement (5625102): Budget $50,000.00 Sports Facilities Group Installation $46,965.00
Remaining available budget $3,035.00

ENVIRONMENTAL DETERMINATION
There is no CEQA impacts associated with recommendations in this report.

Prepared By Annie Warner, Recreation Manager
Concurs With Not Applicable
Reviewed By John Aguirre, Recreation and Human Services Director Certified to Availability of Funds Kyle Johnson, Finance Director/City Treasurer Approved By Adam Raymond, City Manager
Legal Review Danny Aleshire, City Attorney
CEQA Review Not Applicable
ATTACHMENTS:

A. Sports Facilities Group Inc. Agreement
Item #9. Page 2
Meeting Date: 1/28/2025 / Packet Page #: 57

AGREEMENT FOR PUBLIC WORKS SERVICES
By and Between

CITY OF GLENDORA
and
SPORTS FACILITIES GROUP, INC.

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PW Agreement – Sports Facilities Group (Teen Center Bleachers) 01.28.2025 1

AGREEMENT FOR PUBLIC WORKS SERVICES

BETWEEN THE CITY OF GLENDORA AND
SPORTS FACILITIES GROUP, INC.

THIS AGREEMENT FOR PUBLIC WORKS SERVICES (herein “Agreement”) is made and entered into this _____ day of __________, 2025 by and between the City of Glendora, a California municipal corporation (“City”) and Sports Facilities Group, Inc., a California corporation (“Contractor”).

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.

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PW Agreement – Sports Facilities Group (Teen Center Bleachers) 01.28.2025 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 Teen Center Bleachers, 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. (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.

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PW Agreement – Sports Facilities Group (Teen Center Bleachers) 01.28.2025 3 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 _______________
Grant Warner
Chief Executive Officer
(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.

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PW Agreement – Sports Facilities Group (Teen Center Bleachers) 01.28.2025 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 this 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.

The Contractor shall adopt reasonable methods, including providing and maintaining storage facilities, during the life of this Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components Docusign Envelope ID: 8949D1D1-E1C4-40FE-9F13-ED4CF646D43C Item #9. Page 7
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PW Agreement – Sports Facilities Group (Teen Center Bleachers) 01.28.2025 5 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 this 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 this 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 this 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 this 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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PW Agreement – Sports Facilities Group (Teen Center Bleachers) 01.28.2025 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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PW Agreement – Sports Facilities Group (Teen Center Bleachers) 01.28.2025 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 $46,965 (Forty-Six Thousand, Nine Hundred and Sixty Five 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.

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 this 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: 8949D1D1-E1C4-40FE-9F13-ED4CF646D43C Item #9. Page 10
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PW Agreement – Sports Facilities Group (Teen Center Bleachers) 01.28.2025 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 judgment of the Contract Officer such delay is justified. The Contract Officer’s determination shall Docusign Envelope ID: 8949D1D1-E1C4-40FE-9F13-ED4CF646D43C Item #9. Page 11
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PW Agreement – Sports Facilities Group (Teen Center Bleachers) 01.28.2025 9 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 this 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.

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:

Grant Warner, C.E.O.

David Finewood, C.O.O.

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.

4.2 Status of Contractor.

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PW Agreement – Sports Facilities Group (Teen Center Bleachers) 01.28.2025 10 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 the Recreation and Human Services Director, 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 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.

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PW Agreement – Sports Facilities Group (Teen Center Bleachers) 01.28.2025 11 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 a=nd 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 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.

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PW Agreement – Sports Facilities Group (Teen Center Bleachers) 01.28.2025 12 (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 Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

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PW Agreement – Sports Facilities Group (Teen Center Bleachers) 01.28.2025 13 (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.

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 Docusign Envelope ID: 8949D1D1-E1C4-40FE-9F13-ED4CF646D43C Item #9. Page 16
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PW Agreement – Sports Facilities Group (Teen Center Bleachers) 01.28.2025 14 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 indemnity obligation shall be binding on successors and assigns of Contractor and shall survive termination of this Agreement.

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PW Agreement – Sports Facilities Group (Teen Center Bleachers) 01.28.2025 15

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 this 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.

5.8 Release of Securities.

City shall release the Performance and Labor Bonds when the following have occurred:

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PW Agreement – Sports Facilities Group (Teen Center Bleachers) 01.28.2025 16 (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.

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 Docusign Envelope ID: 8949D1D1-E1C4-40FE-9F13-ED4CF646D43C Item #9. Page 19
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PW Agreement – Sports Facilities Group (Teen Center Bleachers) 01.28.2025 17 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.

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 Docusign Envelope ID: 8949D1D1-E1C4-40FE-9F13-ED4CF646D43C Item #9. Page 20
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PW Agreement – Sports Facilities Group (Teen Center Bleachers) 01.28.2025 18 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 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 Docusign Envelope ID: 8949D1D1-E1C4-40FE-9F13-ED4CF646D43C Item #9. Page 21
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PW Agreement – Sports Facilities Group (Teen Center Bleachers) 01.28.2025 19 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 $300 (Three Hundred 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, 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. 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 Docusign Envelope ID: 8949D1D1-E1C4-40FE-9F13-ED4CF646D43C Item #9. Page 22
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PW Agreement – Sports Facilities Group (Teen Center Bleachers) 01.28.2025 20 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.

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 Docusign Envelope ID: 8949D1D1-E1C4-40FE-9F13-ED4CF646D43C Item #9. Page 23
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PW Agreement – Sports Facilities Group (Teen Center Bleachers) 01.28.2025 21 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 this Agreement which effects his/her financial interest or the financial interest of any corporation, partnership or association in which he/her 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.

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.

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PW Agreement – Sports Facilities Group (Teen Center Bleachers) 01.28.2025 22

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. Each of the Parties intend to be bound by the signatures on any telecopied, .pdf or other electronically delivered document, and are aware that the other Party will rely on the telecopied, .pdf or other electronically delivered signatures, and hereby waive any defenses to the enforcement of the terms of this Agreement based on the form of signature.

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.

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 Docusign Envelope ID: 8949D1D1-E1C4-40FE-9F13-ED4CF646D43C Item #9. Page 25
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PW Agreement – Sports Facilities Group (Teen Center Bleachers) 01.28.2025 23 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 ___________________
Grant Warner
Chief Executive Officer

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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PW Agreement – Sports Facilities Group (Teen Center Bleachers) 01.28.2025 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
Danny Aleshire
City Attorney
Kyle Johnson
Finance Director/City Treasurer
ATTEST:

Kathleen R. Sessman
City Clerk/Communications Director
CONTRACTOR:

SPORT FACILITIES GROUP, INC., a California
corporation
Name: Grant Warner
Title: Chief Executive Officer
Email: [email protected]
Name: David Finewood
Title: Chief Operations Officer
Email: [email protected]
Address: 6650 Doolittle Ave
Riverside, CA 92503
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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 set forth in the “General Provisions” and “Special Provisions” included in the bid documents for the project entitled Teen Center Bleachers, including any documents or exhibits referenced therein.

II. Brief description of the work to be performed:

Removal of the existing bleacher located at the Crowther Teen and Family Center in Glendora, Ca and install an Irwin 3 row x 59’ manual gym bleacher with plastic seats in the same location.

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. Regular telephonic and email updates regarding the status of the project from time to time and when requested by the City.

B. Notice of the completion of the project.

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.

Concurrently with execution of this Agreement Contractor shall deliver to the City, the following:
(b) 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.
(c) 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.

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01240.0001/535311.1 C-1
EXHIBIT “C”

SCHEDULE OF COMPENSATION
I. Contractor shall receive 50% up front and after they perform and complete all work to the satisfaction of the City, and following completion of the project, Contractor shall be entitled to the remaining balance for the services in the amount of up to $44,306, in accordance with the rates on the Bid Sheet submitted as part of Contractor’s Proposal, and listed below: A Payment Bond in the amount of $2,658.38 will be added to the final cost.

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01240.0001/535311.1 C-2
II. 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
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. Bleacher
Installation
10 days 150 days after the
notice to proceed
is issued by the
City
II. 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: January 28, 2025
FROM: City Clerk DISTRICT(S): Citywide
SUBJECT: Update to fill an Unscheduled Vacancy on the Community Services Commission, Office No. 3 with a Term expiring June 30, 2027

RECOMMENDATION
That the City Council:

1. Receive update and provide direction to staff on appointing applicant to fill an unscheduled vacancy on the Community Services Commission (Office No. 3; Term Ending June 30, 2027); and

2. Confirm City Council availability for a Special Meeting on Tuesday, February 11, 2025 to conduct interviews and appoint.

STRATEGIC FOCUS AREAS
 Not Applicable

EXECUTIVE SUMMARY
On December 13, 2024, the City Clerk’s Office was notified on the resignation of Community Services Commission Mallory Buril (Attachment A), which leaves a vacancy in Office No. 3 with a term ending June 30, 2027. The resignation was received verbally on December 12, 2024 and in writing on December 13, 2024.

A Notice of Unscheduled Vacancy (Attachment B) was published on the City’s website, in the San Gabriel Valley Examiner on December 26, 2024 and January 16, 2025, local cable channel on December 13, 2024, and City bulletin boards.

Deadline for applications was set for 5:00 p.m. on Friday, January 17, 2025.

At the close of the application period five (5) application was received.

The qualified applicants at the close of the application deadline are listed below for your consideration.

Applicant Type Status
Jack Evanilla New Qualified
Micheal Kotowski Application on file Qualified
Lisa Long New Qualified
Andrew Meyer New Pending Verification Qualified
Michael Sacchetto New Qualified

LEGISLATIVE HISTORY / PREVIOUS ACTIONS
Government Code Section 54974 regulates the process utilized by cities to fill unscheduled vacancies on the City Council appointed commissions and boards and requires the following:

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a) Whenever an unscheduled vacancy occurs in any board, commission, or committee for which the legislative body has the appointing power, whether due to resignation, death, termination, or other causes, a special vacancy notice shall be posted in the office of the clerk of the local agency, on either the local agency’s Internet Web site or at the library designated pursuant to Section 54973, and in other places as directed by the legislative body, not earlier than 20 days before or not later than 20 days after the vacancy occurs. Final appointment to the board, commission, or committee shall not be made by the legislative body for at least 10 working days after the posting of the notice in the clerk’s office.
b) Notwithstanding subdivision (a), the legislative body may, if it finds that an emergency exists, fill the unscheduled vacancy immediately. A person appointed to fill the vacancy shall serve only on an acting basis until the final appointment is made pursuant to this section.

DISCUSSION
The purpose of this report is to fill the one unscheduled vacancy on the Community Services Commission.

A notice of unscheduled vacancy was posted to the City Bulletin Boards, Website, and local cable channel on December 13, 2024. Advertised in the Examiner on December 16, 2024, and January 16, 2025.

At the close of the application deadlines, the following applicants was received:

COMMUNITY SERVICES COMMISSION
(1 Vacancy)

APPLICATION DATE STATUS
Jack Evanilla 1/17/2025 New
Michael Kotowski 3/17/2023 On file
Lisa Long 1/17/2025 New
Andrew Meyer 1/17/2025 New
Michael Sacchetto 1/17/2025 New
Next Steps:

Option 1: If additional applications are desired, direct staff to extend application deadline and bring the item back to Council on February 11, 2025.

Option 2: Direct staff to schedule interviews with applicants for the Tuesday, February 11, 2025, special meeting starting at 5:00 p.m.

Option 3: Provide direction to staff.

Interview Schedule:

Applicants
Jack Evanilla
Michael Kotowski
Lisa Long
Andrew Meyer
Michael Sacchetto

FISCAL IMPACT
There are no fiscal impacts associated with the recommendations in this report.

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ENVIRONMENTAL DETERMINATION
There are no CEQA impacts associated with the recommendations in this report.

Prepared By Lorena Cordova, City Clerk Specialist
Concurs With Not Applicable
Reviewed By Roxanne Breceda, CMC, Deputy City Clerk/Records Manager Certified to Availability of Funds Kyle Johnson, Finance Director/City Treasurer Approved By Adam Raymond, City Manager
Legal Review Danny Aleshire, City Attorney
CEQA Review Not Applicable
ATTACHMENTS:

A. Resignation Letter from Mallory Buril
B. Notice of Unscheduled Vacancy
C. Applications
D. PowerPoint
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NOTICE OF UNSCHEDULED VACANCY
on the

COMMUNITY SERVICES COMMISSION
_____________________________________________
NOTICE IS HEREBY GIVEN, pursuant to Cal. Gov't Code§ 54974 the following unscheduled vacancy exists on the following legislative body in the City of Glendora:

COMMUNITY SERVICES COMMISSION
Notification of resignation was provided for Office No. 3 of the Community Services Commission. The unexpired term will end June 30, 2027.

ABOUT THE COMMUNITY SERVICES COMMISSION:

Community Services Commission: Members serve a 4-year term. The Commission services in an advisory capacity to the Cit Council and Recreation and Human Services Director in all matters pertaining to park maintenance, park development, recreation programs, human services, and community beautification. This Commission meets on the third Thursday of every odd month.

Pursuant to City Resolution, members are required to complete AB1234 Ethics Training and Brown Act Training prior to receiving Oath of Office and are required to attend meetings on a regular basis.

NOTICE IS FURTHER GIVEN, special vacancy notice shall be posted not earlier than 20 days before or not later than 20 days after the vacancy occurs. Final appointment to an unscheduled vacancy on a board/commission, shall not be made by the City Council for at least 10 working days after the posting of the notice by the City Clerk’s office. Notice was published Thursday, December 26, 2024 and Thursday, January 16, 2025.

APPOINTMENT PROCEDURE: Applications are available via the City’s website at www.cityofglendora.gov or at the City Clerk’s Office, Monday through Friday, between the hours of 8:00 a.m. and 5:00 p.m., except holidays. Completed application forms will be accepted until the position has been filled. Please call the City Clerk’s Office at (626) 914-8210 for more information.

Date for interviews and/or appointments will be scheduled at a later date. Applicants will be contacted to schedule interview times following the recruitment deadline.

Kathleen R. Sessman, MMC
City Clerk/Communications Director
Published: December 26, 2024 and January 16, 2025
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CITY COUNCIL APPOINTED BOARD AND COMMISSION

RECRUITMENT FOR AN UNSCHEDULED VACANCY
CITY CLERK’S OFFICE

CITY COUNCIL
JANUARY 28, 2025

LORENA CORDOVA, CITY CLERK SPECIALIST
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OVERVIEW
• December 13, 2024, the City Clerk’s Office received notice of resignation from Mallory Buril, Office No. 3 of the Community Services Commission. • An unscheduled vacancy recruitment was set to fill vacancy with an unexpired term ending June 30, 2027.
• A Notice of Unscheduled Vacancy was prepared and posted to the City’s website, bulletin boards, City’s local cable channel on December 13, 2024, and advertised in the Examiner for December 26, 2024, and January 16, 2025.

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VACANCIES
Board/Commission No. of Vacancies
Community Services
Commission* 1
*OFFICE NO. 3, TERM EXPIRING JUNE 30, 2027
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APPLICANTS

COMMUNITY SERVICES COMMISSION
Applicant Comment
Jack Evanilla New
Michael Kotowski Application on File
Lisa Long New
Andrew Meyer New
Michael Sacchetto New
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OPTIONS
Next Steps:

Option 1: If additional applications are desired, direct staff to extend application deadline and report back February 11, 2025.

Option 2: Direct staff to schedule interviews with applicants for the Tuesday, February 11, 2025 special meeting starting at 5:00 p.m.

Option 3: Provide direction to staff.

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That the City Council:

1. Receive update and provide direction to staff on appointing applicant to fill an unscheduled vacancy on the Community Services Commission (Office No. 3; Term Ending June 30, 2027); and

2. Confirm City Council availability for a Special Meeting on Tuesday, February 11, 2025 to conduct interviews and appoint.

RECOMMENDATION
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STAFF REPORT
TO: Mayor and Council Members DATE: January 28, 2025
FROM: Community Development DISTRICT(S): 1, 2, 3
SUBJECT: Approval of a contract service agreement with RSG, Inc. for consulting services related to annexation of unincorporated areas within the City of Glendora's sphere of Influence (Project # PLN24-0027)

RECOMMENDATION
That the City Council:

1. Approve a contract services agreement with RSG, Inc. for professional services to assist the City to annex five remaining unincorporated areas within the City of Glendora’s sphere of influence; and

2. Approve a supplemental appropriation in General Fund (101) in the amount of $160,000; and

3. Authorize the City Manager or their designee to execute the agreement, including minimal and non-substantive changes.

STRATEGIC FOCUS AREAS
 Goal 1: Implement Strategic Economic Development (ISED) OBJECTIVE 9: Consider possible annexation of County islands within the City’s sphere of influence

EXECUTIVE SUMMARY
As Goal 1, Objective 9 of the City's 2023-2025 Strategic Plan, the City Council included a program to "consider possible annexation of County islands within the City's sphere of influence." Staff identified five remaining unincorporated islands and presented a report to the City Council on July 9, 2024, requesting direction on moving forward with annexation. The report also included a proposal from RSG to provide consulting services related to the annexation process. In response, the City Council directed staff to negotiate an agreement and return with a recommendation. Additionally, regarding Island 1 (as detailed in Attachment D), the Council specified that annexation be limited to the lower portion along Big Dalton Canyon Road. This agenda item is the formal award of a contract for consulting services between the City and RSG, Inc. in the amount of $159,964.20 ($145,422 plus a 10% contingency) to continue the annexation process.

LEGISLATIVE HISTORY / PREVIOUS ACTIONS
In California, local government boundary changes are managed by the Local Agency Formation Commission (LAFCO), which operates in each county under the Cortese-Knox-Hertzberg (CKH) Local Government Reorganization Act of 2000 (Annexation Law). This law grants LAFCO agencies the authority to review and approve annexation proposals. As part of its responsibilities, LAFCO establishes a Sphere of Influence (SOI) to define the likely physical boundaries and service areas of a city. Glendora’s boundary and SOI map is included as Attachment A. Since its incorporation, Glendora has carried out several annexations, with the most recent occurring in 2013, which involved unincorporated areas of the former Monrovia Nursery. The City previously adopted an amended prezone map 65-102 with ordinance 1213 in 1974 (Attachments E and F). Due to its age and obsolescence, the City will adopt an updated prezone map as part of the annexation process.

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DISCUSSION
There are five remaining unincorporated areas totaling 670 acres, or approximately one square mile.

Much of this is Island 1, which is open space abutting the Angeles National Forest. Areas 2, 3, 4, and 5 are developed residential islands (Attachment D). In May 2024, the City issued a Request for Proposals (RFP) to seek consulting services for assisting the City in completing the annexation process. The City received a proposal from RSG Inc. A broad overview of tasks is as follows:
 Preparation of required LAFCO and CEQA materials.
 Coordination and facilitation of initial discussions and meetings with LAFCO.  Confirmation of key details with LAFCO staff (CEQA, whether areas qualify as islands, etc.)  Verification of submittal requirements.
 Updated prezone map and ordinance.
 Clarification of the nature and extent of CEQA review.  Determination of whether a Municipal Service Review is required.  Preparation of a fact sheet, MAPS, and technical details.  Assistance in estimating and negotiating property tax and RHNA transfers with the County.  Support in outreach to residents in the five unincorporated areas.

A complete breakdown of tasks is included in the Professional Services Contract, Exhibit D (Attachment A).

The RSG proposal is for $145,422, with an additional 10% contingency added by staff, bringing the total appropriation to $159,964.20. It is important to note that the annexation may require review under the California Environmental Quality Act (CEQA) if it is not determined to be exempt. If CEQA review is necessary, the City will need to hire a separate consultant to conduct the review. The environmental review, which may involve technical studies, would exceed the contract amount. RSG, along with City staff and the City Attorney’s Office, will collaborate with LAFCO to determine the appropriate environmental review process for the proposed annexation. A budget request for the CEQA analysis will be brought back to the City Council once the review path is identified. The timeline for the work is highly contingent on the CEQA review path (whether or not the project is exempt), how negotiations with LA County proceed, and on the community engagement piece. However, the annexation process will likely take between 2 to 3 years to complete.

FISCAL IMPACT
Staff recommends a supplemental appropriation of $160,000 in the General Fund 101. The supplemental appropriation covers the cost of the contract itself $145,422 plus a 10% contingency ($14,542.20) totaling $159,964.20.

Any potential CEQA review would be an additional impact if the annexation is not exempt. Additionally, the annexation process will incur staff time and legal review costs associated with prezoning process and public noticing.

If the annexation is approved and completed, it may lead to increased property tax revenue, depending on the terms of the agreement with the County, permit fees for the incorporated areas, and potential costs associated with providing municipal services to the annexed islands.

ENVIRONMENTAL DETERMINATION
This item is a request for approval of a contract services agreement and is not a project pursuant to CEQA.

Item #11. Page 2
Meeting Date: 1/28/2025 / Packet Page #: 110
Prepared By Hans Friedel, AICP, Principal Planner
Concurs With Not Applicable
Reviewed By Jeff Kugel, Community Development Director
Certified to Availability of Funds Kyle Johnson, Finance Director/City Treasurer Approved By Adam Raymond, City Manager
Legal Review Danny Aleshire, City Attorney
CEQA Review Not Applicable
ATTACHMENTS:

A. RSG, Inc. Professional Services Contract
B. RSG, Inc. Proposal
C. Glendora Annexation Areas and SOI Map
D. Annexation Areas Close Ups Map 2024
E. Ordinance No. 1213
F. Prezone Map 65-102
G. Presentation
Item #11. Page 3
Meeting Date: 1/28/2025 / Packet Page #: 111

AGREEMENT FOR CONTRACT SERVICES
By and Between

CITY OF GLENDORA
and
RSG, INC.

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Agreement – RSG, Inc. (Glendora Annexation, PLN24-0027) 02.25.2025 1

AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF GLENDORA AND
RSG, INC.

THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into this _____ day of __________, _____ by and between the City of Glendora, a California municipal corporation (“City”) and RSG, Inc., a California corporation (“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.

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.

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1.2 Consultant’s Proposal.

The Scope of Services 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 these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Docusign Envelope ID: 3E27B388-6F7D-43FF-A5CA-AC979000FA33 Item #11. Page 6
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Agreement – RSG, Inc. (Glendora Annexation, PLN24-0027) 02.25.2025 3 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 ___________________
Jim Simon, President and Secretary
(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, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder.

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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 this 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 (as defined below) to the Consultant, incorporating therein any adjustment in (i) the Contract Sum (or a portion of the compensation due to Consultant) 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 $50,000, 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.

1.10 Special Requirements.

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Agreement – RSG, Inc. (Glendora Annexation, PLN24-0027) 02.25.2025 5 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 $159,964.20 (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 shall be deemed to have certify compliance with all provisions of this 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 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.

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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 this Agreement pursuant to this Section.

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 three (3) years from the date hereof (“Term”), except as otherwise provided in the Schedule of Performance (as shown on Exhibit “D” attached hereto).

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:

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Tara Matthews, Vice President 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 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 the City’s Community Development Director 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, 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.

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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 sole cost and 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, including without limitation, blanket contractual liability. 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 the 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). (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”.

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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 selfinsurance 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. (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 Docusign Envelope ID: 3E27B388-6F7D-43FF-A5CA-AC979000FA33 Item #11. Page 13
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(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 and automobile 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 by the City 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 services who is brought onto or involved in the services 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 services will be submitted to City for review. (n) City’s Right to Revise Specifications. The City reserves the right at any time during the Term of this Agreement 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) Deductibles / Self-insured Retentions. Any deductibles and self-insured retentions must be declared to and approved by City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, it officers, officials, employees, agents and volunteers, or the Consultant shall provide a financial guarantee satisfactory to the city guaranteeing payment of losses and related investigations, claims administration and defense expense. (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 Docusign Envelope ID: 3E27B388-6F7D-43FF-A5CA-AC979000FA33 Item #11. Page 14
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Agreement – RSG, Inc. (Glendora Annexation, PLN24-0027) 02.25.2025 11 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.
(d) 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.

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 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. 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 Docusign Envelope ID: 3E27B388-6F7D-43FF-A5CA-AC979000FA33 Item #11. Page 15
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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.

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Agreement – RSG, Inc. (Glendora Annexation, PLN24-0027) 02.25.2025 13 (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, as determined by the Contract Officer. The cure period may run concurrently with the termination period as provided in Section 7.7, if the option to cure in the alternative to termination. 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.

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.

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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 Agreement except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Agreement 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 Agreement 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, 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 Docusign Envelope ID: 3E27B388-6F7D-43FF-A5CA-AC979000FA33 Item #11. Page 18
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Agreement – RSG, Inc. (Glendora Annexation, PLN24-0027) 02.25.2025 15 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 attorneys’ fees on any appeal, and in addition a Party entitled to attorneys’ 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 this 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.

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.

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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 Consultantso 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. Each of the parties intend to be bound by the signatures on any telecopied, .pdf or other electronically delivered document, and are aware that the other party will rely on the telecopied, .pdf or other electronically delivered signatures, and hereby waive any defenses to the enforcement of the terms of this Agreement based on the form of signature.

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 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, Docusign Envelope ID: 3E27B388-6F7D-43FF-A5CA-AC979000FA33 Item #11. Page 20
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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 ___________________
Jim Simon, President and Secretary

9.7 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) 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 APPEAR ON THE FOLLOWING PAGE]
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Agreement – RSG, Inc. (Glendora Annexation, PLN24-0027) 02.25.2025 18 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
Danny Aleshire
City Attorney
Kyle Johnson
Finance Director/City Treasurer
ATTEST:

Kathleen R. Sessman
City Clerk/Communications Director
CONSULTANT:

RSG, INC.

Name: Jim Simon
Title: President and Secretary
Email Address: [email protected]
Name: Tara Matthews
Title: Vice President and Treasurer
Email Address: [email protected]
Address: 170 Eucalyptus Avenue, Suite 200, Vista CA 92084 Docusign Envelope ID: 3E27B388-6F7D-43FF-A5CA-AC979000FA33 Dec 11, 2024 | 12:42 PM PST
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EXHIBIT “A”

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

RSG will assist the City of Glendora with LAFCO proceedings and community outreach necessary to annex five unincorporated areas within the City’s SOI1. The five areas considered for the annexation are as follows.
• Area 1 comprises roughly 5 parcels and lies north of Big Dalton Canyon road, east of Glendora Mountain Road and south of Mystic Canyon Trail. Only a portion of this area is being considered for annexation.
• Area 2 is approximately 7.7 acres and lies north of Bluebird Road and consists of a single parcel.
• Area 3 is approximately 25 acres and lies north of W. Baseline Road, east of N. Barranca Avenue. The area considered for annexation reflects the portion of the territory within the boundary and sphere for the City of Glendora. The remaining portion of territory falls within the boundary and sphere for the City of Azusa. • Area 4 is approximately 6 acres and lies north of W. Route 66, east of N Barranca Avenue and south of W. Bridwell Street.
• Area 5 is approximately 64.5 acres and lies north of Sierra Madre, east of N. Glendora Avenue and is bisected by W. Sierra Madre Avenue.

RSG would assist in the preparation of the required LAFCO and CEQA materials and participate in any LAFCO meetings. This includes confirming with LAFCO staff which areas qualify as a small island under CKH, the number of applications required for submittal, the nature and extent of CEQA review, and whether a municipal service review would be required.

As part of this process, RSG will help coordinate and facilitate the initial discussions with LAFCO staff, including preparation of a fact sheet to facilitate those discussions. RSG would also help the City estimate and negotiate property tax and RHNA transfers between Los Angeles County and the City upon annexation.

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RSG would assist the City with community outreach to residents in the five unincorporated areas. Community outreach is a key element of annexation, and it is important the City be intentional and transparent about the impacts of annexation on residents. RSG would deliver a community engagement plan which includes informational materials for property owners in the five annexation areas. More details of the services are below:

A. TASK A: PROJECT INITIATION
i. Task A.1: Kickoff: review required document and prior studies regarding annexation. RSG would initiate work upon receipt of a contract and notice to proceed. RSG will have a virtual kickoff meeting for which we would prepare an agenda. The meeting would be attended by the entire RSG team for optimal efficiency and understanding of the client’s goals and objectives. At the conclusion of the meeting, RSG would circulate a list of actions and agreements. RSG’s project manager would provide the client regular updates on our progress, issues encountered (when/if they arise), and a milestone schedule for the client’s information.
ii. Task A.2: Obtain necessary documents to start working on submittals.

RSG will develop a request for information from the City and commence assembly of other information needed to prepare the LAFCO submittals. iii. Task A.3: Prepare Fiscal Model and related files. As documents are assembled, RSG will begin preparing the fiscal model and other component parts of the LAFCO application materials based on LA LAFCO policies.

B. TASK B: PREPARE LAFCO SUBMITTALS
i. Task B.1: Data compilation: GIS, land ownership, etc. RSG would request information from the City, County, and LAFCO necessary to prepare the LAFCO submittals. This would include GIS, land use/ownership, and public infrastructure and facility data. RSG would work closely with City staff to ensure an easy and efficient process that does not burden staff to the extent possible.
ii. Task B.2: Prepare submittals. Based on information collected above, RSG would fill out LAFCO forms, including the annexation initiation resolution, and annexation application. Sikand Engineering will prepare the legal descriptions and maps in compliance with LAFCO and SBE requirements. RSG has met with a CEQA consultant who believes this project would qualify for a categorical exemption under CEQA. RSG will prepare the Notice of Exemption for review by City and LAFCO staff and will file the Notice with the County Recorder.
iii. Task B.3: Discuss submittals with client. A draft of RSG’s CEQA and LAFCO submittal documents would be transmitted to the client for review.

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iv. Task B.4: Revise submittals if needed. Upon approval from the City, RSG would transmit the documents to LAFCO. LAFCO would then have 30 days to review the application and determine that it is either complete for processing or to notify the City that it is not complete. RSG would adjust as needed after LAFCO’s review.

C. TASK C: COMMUNITY ENGAGEMENT AND MEETINGS
i. Task C.1: Prepare community outreach materials. RSG will prepare handouts that provide basic information about what annexation is, how it works, and the impacts on residents, businesses, and taxes prior to the workshop. RSG would also suggest an informative presentation regarding the reason(s) why the City is pursuing annexation at this time – preferably coming from City staff and not consultants followed by appropriate information on how annexation will work. Residents may already feel they are part of Glendora regardless of what the political boundaries of the city may be. They likely participate in the economy by shopping in local stores and patronizing other Glendora businesses, and as a result may have questions about how services may be impacted by annexation. Depending on the interests of the affected communities and staff at the City, the workshop could also lead to breakout tables or charrette style discussions on specific topics. For an annexation, this type of activity is generally rare, but we have experience doing these types of events for other topics and can adapt that here if appropriate.
ii. Task C.2: Present draft materials to client and collect feedback. RSG will share the draft presentation materials for each meeting and collect one round of comments from the client.
iii. Task C.3: Finalize presentation materials. Based on one round of comments to each draft document, RSG will finalize the document as necessary.
iv. Task C.4: Attend 2 community workshops and one City Council meeting. For purposes of this proposal, RSG anticipates two (2) public workshops, both of which would occur in-person in Glendora. RSG believes two workshops should be sufficient to provide a forum to inform stakeholders (which may include not only annexation area representatives but residents and property owners of the City itself) about what they can expect during the annexation process and after annexation proceedings are finished. In addition to the community workshops, RSG will also participate in person at one City Council meeting. Additional meetings if requested by the client would be charged on a time and materials basis.

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

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A. Task A.1: Kickoff: review required document and prior studies regarding annexation.
i. Kickoff meeting agenda
ii. Actions and agreements
B. Task A.2: Obtain necessary documents to start working on submittals i. Request for information and follow up
C. Task A.3: Prepare Fiscal Model and related files
i. Draft fiscal model
ii. Draft application
D. Task B.1: Data compilation: GIS, land ownership, etc. i. Files collected from third parties (tax roll, GIS, etc) E. Task B.2: Prepare submittals
i. LAFCO form(s) drafts
ii. Annexation initiation resolution
iii. Legal descriptions and maps
iv. Notice of Exemption
F. Task B.3: Discuss submittals with client
G. Task B.4: Revise submittals if needed
i. Final LAFCO form(s) drafts
ii. Final Annexation initiation resolution
iii. Final Legal descriptions and maps
iv. Final Notice of Exemption
H. Task C.1: Prepare community outreach materials
i. Draft FAQ Sheet for Workshop
ii. Draft Workshop Presentation
iii. Draft Notes from two workshops
iv. Draft City Council presentation
I. Task C.2: Present draft materials to client and collect feedback.

J. Task C.3: Finalize presentation materials.
i. Final FAQ Sheet for Workshop
ii. Final Workshop Presentation
iii. Final Notes from two workshops
iv. Final City Council presentation
K. Task C.4: Attend 2 community workshops and one City Council meeting.

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. Monthly invoices and periodic project progress reports, up to monthly as applicable. Actual work may be delayed for various reasons outside our control and for the sake of reducing costs, RSG may not provide monthly progress reports when the client has not initiated or delayed the project for reasons outside RSG’s control.

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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. Jim Simon, Principal
B. Carol Ieromnimon, Associate
C. Support staff as may be assigned
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01240.0001/1016474.1 B-1
EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Added text is indicated in bold italics, deleted text is indicated in strikethrough.

I. The following paragraph is added at the end of Section 4.5. “Notwithstanding the previous paragraph, Sikand Engineering, ___[Insert legal name]] is a permitted subcontractor under this Agreement. Sikland Engineering will prepare the legal descriptions and maps in compliance with LAFCO and SBE requirements. Consultant shall ensure that Sikland complies with all requirements under this Agreement, including insurance requirements and shall provide evidence to the City of such insurance requirements.

Notwithstanding the previous paragraph, the Consultant may also hire a CEQA sub-consultant to assist with any CEQA review should such review be required, shall be responsible for ensuring that said subconsultant complies with all requirements under this Agreement, including insurance requirements and shall provide evidence to the City of such insurance requirements. Any subconsultant shall be within the cost parameters permitted by this agreement.”
II. Pursuant to Section 5.1 (f). the following additional insurance is required:

Cyber Liability.

Technology Professional Liability Errors and Omissions Insurance appropriate to the Consultant’s profession and work hereunder, with limits not less than $2,000,000 per occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Consultant in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, copyright, trademark, invasion of privacy violations, information theft, release of private information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. (a) The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the City in the care, custody, or control of the Consultant. If not covered under the Consultant’s liability policy, such “property” coverage of the City may be endorsed onto the Consultant’s Cyber Liability Policy as covered property as follows:
(b) Cyber Liability coverage in an amount sufficient to cover the full replacement value of damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the Agency that will be in the care, custody, or control of Consultant. (c) The Insurance obligations under this agreement shall be the greater of 1—all the Insurance coverage and limits carried by or available to the Consultant; or 2—the minimum Insurance requirements shown in this agreement. Any insurance proceeds in excess of the Docusign Envelope ID: 3E27B388-6F7D-43FF-A5CA-AC979000FA33 Item #11. Page 28
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specified limits and coverage required, which are applicable to a given loss, shall be available to City. No representation is made that the minimum Insurance requirements of this agreement are sufficient to cover the indemnity or other obligations of the Consultant under this agreement.

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EXHIBIT “C”

SCHEDULE OF COMPENSATION
I. The assignment would be billed on a time and materials basis, with a total not-to-exceed fee of $145,422, based on the approach to scope and billing policies herein. Additional services outside the scope of work may require a contract amendment. This budget does not include LAFCO filing fees nor SBE fees.

II. 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.

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 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.

VI. The Consultant’s billing rates for all personnel are attached as Exhibit “C-1”.

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EXHIBIT C-1

BILLING RATES
Billing Rates are as follows:

Principal $ 295
Director $ 275
Senior Associate $ 225
Associate $ 195
Senior Analyst $ 160
Analyst $ 145
Research Assistant $ 135
Technician $ 100
Clerical $ 60
RSG will not charge clients for travel or mileage (except direct costs related to field work/surveys), parking, standard telephone/fax expenses, general postage, or incidental copies.

However, RSG will charge for messenger services and overnight shipping/express mail costs. RSG may also charge for copies of reports, documents, notices, and support material more than five (5) copies. RSG will bill reimbursable costs at the actual expense.

As mentioned earlier, RSG has met with a CEQA consultant who believes this project would qualify for a categorical exemption under CEQA. We therefore have not factored a CEQA study into the scope of work nor the proposed budget. If RSG concludes—after consulting with the City—that further review under CEQA is warranted, RSG reserves the right to request a contract amendment to expand the scope and budget for these services. This would be done in collaboration with a selected consultant and in consultation with the City.

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EXHIBIT “D”

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

Description Subtask Days to Perform Deadline Date
A. Project
Initiation
30 days from
authorization
Contingent on
City Prezoning
Timing
Task A.1 Kickoff: review
required document
and prior studies
regarding annexation
15 Days from
authorization
Contingent on
City Prezoning
Timing
Task A.2 Obtain necessary
documents to start
working on submittals
30 Days from
authorization
Contingent on
City Prezoning
Timing and
timeliness of City
responsiveness
Task A.3 Prepare Fiscal Model
and related files
60 Days from
authorization
Contingent on
City Prezoning
Timing and
timeliness of City
responsiveness
B. Prepare
LAFCO
Submittals
5-24 Months,
depending on
CEQA study
necessary
Contingent on
above and CEQA
study
Task B.1 Data compilation:

GIS, land ownership,
etc.
5 Months Contingent on
above and CEQA
study
Task B.2 Prepare submittals 20 Months,
depending on
scope of CEQA
study to be
determined
Contingent on
above and CEQA
study
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Description Subtask Days to Perform Deadline Date
Task B.3 Discuss submittals
with client
21 Months,
depending on
scope of CEQA
study to be
determined
Contingent on
above and CEQA
study
Task B.4 Revise submittals if
needed
24 Months,
depending on
scope of CEQA
study to be
determined
Contingent on
above and CEQA
study
C. Community
Engagement
and Meetings
Same as Task B.4 Same as Task B.4
Task C.1 Prepare community
outreach materials
Same as Task B.4 Same as Task B.4
Task C.2 Present draft
materials to client and
collect feedback
Same as Task B.4 Same as Task B.4
Task C.3 Finalize presentation
materials
Same as Task B.4 Same as Task B.4
Task C.4 Attend 2 community
workshops and one
city council meeting
Same as Task B.4 Same as Task B.4
II. Consultant shall deliver the following tangible work products to the City by the following dates.

A. Task A.1: Kickoff: review required document and prior studies regarding annexation.
i. Kickoff meeting agenda (15 Days from authorization)
ii. Actions and agreements (20 Days from authorization) B. Task A.2: Obtain necessary documents to start working on submittals i. Request for information (20 Days from authorization) C. Task A.3: Prepare Fiscal Model and related files
i. Draft fiscal model (60 Days from authorization)
ii. Draft application (60 Days from authorization)
D. Task B.1: Data compilation: GIS, land ownership, etc. i. Files collected from third parties (tax roll, GIS, etc) (5 months, contingent on completion of prezoning and CEQA study)
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E. Task B.2: Prepare submittals
i. LAFCO form(s) drafts (20 months, contingent on completion of prezoning and CEQA study)
ii. Annexation initiation resolution (20 months, contingent on completion of prezoning and CEQA study)
iii. Legal descriptions and maps (20 months, contingent on completion of prezoning and CEQA study)
iv. Notice of Exemption (20 months, contingent on completion of prezoning and CEQA study)
F. Task B.3: Discuss submittals with client
i. None
G. Task B.4: Revise submittals if needed
i. Final LAFCO form(s) drafts (24 months, contingent on completion of prezoning and CEQA study)
ii. Final Annexation initiation resolution (24 months, contingent on completion of prezoning and CEQA study)
iii. Final Legal descriptions and maps (24 months, contingent on completion of prezoning and CEQA study)
iv. Final Notice of Exemption (24 months, contingent on completion of prezoning and CEQA study)
H. Task C.1: Prepare community outreach materials
i. Draft FAQ Sheet for Workshop (22 months, contingent on completion of prezoning and CEQA study)
ii. Draft Workshop Presentation (22 months, contingent on completion of prezoning and CEQA study)
iii. Draft Notes from two workshops (22 months, contingent on completion of prezoning and CEQA study)
iv. Draft City Council presentation (22 months, contingent on completion of prezoning and CEQA study)
I. Task C.2: Present draft materials to client and collect feedback. i. None
J. Task C.3: Finalize presentation materials.
i. Final FAQ Sheet for Workshop (23 months, contingent on completion of prezoning and CEQA study)
ii. Final Workshop Presentation (23 months, contingent on completion of prezoning and CEQA study)
iii. Final Notes from two workshops (23 months, contingent on completion of prezoning and CEQA study)
iv. Final City Council presentation (23 months, contingent on completion of prezoning and CEQA study)
K. Task C.4: Attend 2 community workshops and one City Council meeting. i. None
III. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2.

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PROPOSAL

CONSULTANT SERVICES FOR

ANNEXATION PROCEEDINGS WITH THE

LOCAL AGENCY FORMATION

COMMISSION

CITY OF GLENDORA
September 10, 2024
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CONTENTS
EXECUTIVE SUMMARY ................................................................................................................................1 ABOUT RSG ....................................................................................................................................................2 Mission Statement ................................................................................................................................................................... 2 Core Values.................................................................................................................................................................................... 2 Work Experience....................................................................................................................................................................... 3 Annexation Studies............................................................................................................................................................. 3 Municipal Service Reviews............................................................................................................................................. 3 Incorporation Studies........................................................................................................................................................4 Other Reorganizational Studies.................................................................................................................................4 Other Fiscal or Operational Studies......................................................................................................................... 5 STAFFING PLAN............................................................................................................................................6 Project and Team Management Practices .............................................................................................................6 PROJECT APPROACH...............................................................................................................................10 LAFCO Submittals ..................................................................................................................................................................10 Engagement Best Practices..............................................................................................................................................11 Scope of Services......................................................................................................................................................................12 Task 1: Project Initiation...................................................................................................................................................12 Task 2: Prepare LAFCO Submittals..........................................................................................................................12 Task 3: Community Engagement and Meetings ..........................................................................................13 Tentative Project Schedule ..............................................................................................................................................14 REFERENCES ............................................................................................................................................... 15 Annexation Fiscal Impact Analyses – City of Martinez ...................................................................................15 Four Cities Municipal Services Review – LA LAFCO .........................................................................................15 FEE PROPOSAL........................................................................................................................................... 16 RSG Billing Rates & Fee Schedule ............................................................................................................................... 16 Item #11. Page 36
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S A N D I E G O • L O S A N G E L E S • O A K L A N D
170 Eucalyptus Ave., Suite 200, Vista, CA 92084 ½ 714.541.4585 ½ rsgsolutions.com September 10, 2024 Via QuestCDN
Jeff Kugel, Community Development Director
City of Glendora
116 E Foothill Boulevard
Glendora, CA 91741

PROPOSAL FOR CONSULTANT SERVICES FOR ANNEXATION PROCEEDINGS WITH LOCAL

AGENCY FORMATION COMMISSION
Dear Mr. Kugel:

In response to your Request for Proposals (“RFP”), RSG Inc. (“RSG”) is pleased to present this proposal for consulting services for Annexation Proceedings with the Local Agency Formation Commission (“LAFCO”) for the City of Glendora (“City”). RSG understands the City is interested in pursuing annexation of five areas within its Sphere of Influence (“SOI”) and is looking for assistance in conducting LAFCO annexation proceedings.

RSG has prepared annexation studies for the following clients in the last 2 years: Belmont, Citrus Heights, Martinez, and Huntington Beach, while also preparing the comprehensive fiscal analysis for incorporation of a new city (Mountain House) in San Joaquin County. We have prepared dozens of fiscal impact studies for development projects that often involve many of the same types of analyses projecting tax revenues and service costs as an annexation. We also have led engagement discussions on two economic development strategies, one nonprofit strategic plan, and infill development projects.

Additionally, RSG has worked extensively with LAFCOs throughout the state, including the Los Angeles LAFCO, for which we have prepared several MSRs and recently conducted outreach to evaluate the need for MSRs in the future.

RSG is proud to be an active member of the California Association of Local Agency Formation Commissions (“CALAFCO”), where I am honored to serve in the capacity as an Advisory member of their Legislative Committee. I have authority to bind RSG and am the responsible representative for RSG. Should you wish to discuss any of the information presented please contact me directly at [email protected] or by phone at (714) 316-2120.

Respectfully,
Jim Simon, Principal
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1 EXECUTIVE SUMMARY
RSG provides a range of fiscal services to help government agencies become more effective with the resources they use to serve communities. We offer fiscal impact analyses, assistance in securing financing, annexation and incorporation studies, municipal service reviews, and community engagement services.

Our fiscal impact studies aim to provide clarity and insight to staff and decision-makers, helping under-resourced communities gain access to the resources needed for sustainability and quality of life.

We prepare municipal service reviews and sphere of influence updates, and evaluate reorganization, annexation, or incorporation proposals, providing independent analysis and recommendations.

Our community engagement experience includes facilitating public discussions, designing strategic plans, working with diverse groups, and presenting complex information to facilitate informed decision-making.

With our expertise in tax increment financing and a strong foundation in community engagement, we assist clients in achieving their goals through insightful processes that value the community's expertise.

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2 ABOUT RSG
RSG is a California-based, Subchapter “S” Corporation. Founded in 1979, the firm is currently managed by active Principals Jim Simon and Tara Matthews. Our corporate address is 170 Eucalyptus Ave., Suite 200, Vista, CA 92084, and we have three hubs in California (San Diego, Los Angeles, and Oakland) where we collaborate periodically as a team to accommodate the needs of our clients and growing firm.

RSG is a creatively charged consultant to California public agencies. We collaborate with the people responsible for creating vibrant places to accomplish their goals. The inspired leaders at RSG create stronger communities capable of achieving bolder futures by bringing more than four decades of native knowledge to each engagement. As diverse as the agencies we work with, our services span real estate, economic development, fiscal health, and housing initiatives.

RSG’s federal taxpayer identification number is 95-343-5849 and state taxpayer identification number is 27600915. RSG is also a State certified Small Business Enterprise (SBE - 2006876 DGS).

MISSION STATEMENT
RSG creates solutions to enhance communities’ physical, economic, and social future.

CORE VALUES
Our core values define who we are as people and the standards by which we provide services to our clients.

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3 WORK EXPERIENCE

ANNEXATION STUDIES
City of Citrus Heights (Sacramento Co.)
Sphere of Influence Annexation Study (Completed 2023)
City of Martinez (Contra Costa Co.)
Sphere of Influence Annexation Study (Completed 2021, Updated 2023) Alhambra Valley / North Pacheco Annexation Study (Completed 2015) City of Belmont (San Mateo Co.)
Eastern Harbor Bl Annexation Strategy (Underway)
601 Harbor Bl Annexation (Completed 2023)
608 Harbor Bl Annexation (Completed 2023)
Old County Rd/Harbor Bl Annexation (Completed 2021)
1304 Elmer Street Annexation (Completed 2018)
City of Huntington Beach (Orange Co.)
Bolsa Chica Annexation Study (Completed 2009, Updated 2013, Updated 2022) City of San Carlos (San Mateo Co.)
252 Club Drive Annexation (Completed 2020)
Hyde Park Estates Annexation (Completed 2019)
Cranfield Annexation (Completed 2015)
Desert Healthcare District (Riverside Co.)
AB 2414 Annexation Fiscal Analysis (Completed 2017)
Berger Foundation / Cathedral City (Riverside Co.)
SOI Expansion and Annexation Fiscal Analysis (Completed 2013)

MUNICIPAL SERVICE REVIEWS
Alameda LAFCO
Community Services MSR Update (Underway)
Sonoma LAFCO
City of Santa Rosa MSR and SOI Update (Completed 2024)
Orange LAFCO
Central Region MSR Update (Underway)
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4 Southwest Region MSR Update (Completed 2023)
West Region MSR Update (Completed 2023)
Siskiyou LAFCO
Fire Services MSR Update – in conjunction with Planwest Partners (Underway) Riverside LAFCO
28 City MSR and SOI Update (Completed 2022)
Los Angeles LAFCO
Bell, Maywood, South El Monte, and Vernon MSRs and SOI Review (Underway) La Mirada and Whittier MSR and SOI Update (Completed 2021) Consolidated Fire Protection District MSR and SOI Update (Completed 2020) Yolo LAFCO
Water Districts MSR and SOI Update (Completed 2013)

INCORPORATION STUDIES
San Joaquin LAFCO
Comprehensive Fiscal Analysis – Mountain House Incorporation (Completed 2023) Malaga County Water District / Malaga (Fresno Co.)
Initial Fiscal Analysis – Malaga Incorporation (Completed 2018) Placer LAFCO
Comprehensive Fiscal Analysis – Olympic Valley Incorporation (Completed 2015) San Bernardino LAFCO
Rim Communities Incorporation Feasibility Study (Completed 2015)

OTHER REORGANIZATIONAL STUDIES
City of Portola / Local Emergency Services Study Group (Plumas Co.) Portola/East Plumas Fire Protection Reorganization (Completed 2022, with Planwest Partners)
County of San Bernardino
CSA 79 Reorganization Fiscal Analysis (Completed 2018, Updated in 2022) City of Nevada City (Nevada Co.)
SOI Update and Annexation Plan (Completed 2017)
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5 OTHER FISCAL OR OPERATIONAL STUDIES
March Joint Powers Authority (Riverside Co.)
JPA Sunsetting Services (Underway)

CALAFCO
Update Map of Statewide Disadvantaged Unincorporated Communities (Completed 2022) Riverside LAFCO
Update Map of Statewide Disadvantaged Unincorporated Communities (Completed 2021) City of Carlsbad (San Diego Co.)
Custodial Service Level Study (Completed 2020)
Public Works Paint Shop Cost Benefits Analysis (Completed 2016) Public Works Department Lines of Business Operational Study (Completed 2013) Street & Signal Maintenance Division Business Plan (Completed 2011) City of Irwindale (Los Angeles Co.)
General Fund Fiscal Plan and Sustainability Model (Completed 2018) City of South Gate (Los Angeles Co.)
Housing Division Efficiency Study (Completed 2021)
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6 STAFFING PLAN
Jim Simon, Principal, would lead the team for this engagement and is the main point of contact. Mr. Simon would be assisted by RSG staff member Carol Ieromnimon, Associate and an alternate responsible representative should Mr. Simon be unable to continue with the project. Additional RSG staff will be assigned support roles as needed. Resumes of consulting staff assigned to this engagement are on the following pages.

RSG will be subcontracting the legal description and mapping services to Sikand Engineering Associates. Sikand has extensive professional experience with municipalities, and has provided civil engineering, land planning, and surveying services for over six decades. Sikand has worked with LA LAFCO on numerous other annexation applications and has experience with the LAFCO annexation process. Sikand’s team will be led by Mark Sikand.

In the event the project is subject to additional review under CEQA, RSG may subcontract with a CEQA consultant to assist the City with any related CEQA analysis. The CEQA consultant will be selected in collaboration with the City, and the services and scope of work would be subject to a contract amendment.

PROJECT AND TEAM MANAGEMENT PRACTICES
RSG is proud that our clients see us as trusted advisors, providing decision makers with essential data and relevant guidance throughout a project. To accomplish this expectation, we dedicate a Principal and a core group of staff to each assignment, ensuring consistency throughout the engagement. Our staff is focused, passionate, and conducts work around our Core Values. We excel at allocating time and resources to complete projects on time and within budget.

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7 [Jim resume]
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8 [Carol resume]
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9 [Mark Sikand’s resume]
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10 PROJECT APPROACH
Pursuant to the RFP released by the Community Development Department, RSG understands the City is seeking assistance with LAFCO proceedings and community outreach necessary to annex five unincorporated areas within the City’s SOI1
. The five areas considered for the
annexation are as follows.
• Area 1 comprises roughly 5 parcels and lies north of Big Dalton Canyon road, east of Glendora Mountain Road and south of Mystic Canyon Trail. Only a portion of this area is being considered for annexation.
• Area 2 is approximately 7.7 acres and lies north of Bluebird Road and consists of a single parcel.
• Area 3 is approximately 25 acres and lies north of W. Baseline Road, east of N. Barranca Avenue. The area considered for annexation reflects the portion of the territory within the boundary and sphere for the City of Glendora. The remaining portion of territory falls within the boundary and sphere for the City of Azusa. • Area 4 is approximately 6 acres and lies north of W. Route 66, east of N Barranca Avenue and south of W. Bridwell Street.
• Area 5 is approximately 64.5 acres and lies north of Sierra Madre, east of N. Glendora Avenue and is bisected by W. Sierra Madre Avenue.

RSG would assist the City with community outreach to residents in the five unincorporated areas. Community outreach is a key element of annexation, and it is important the City be intentional and transparent about the impacts of annexation on residents.

LAFCO SUBMITTALS
RSG would assist the City with LAFCO proceedings to move forward with annexation of the five areas. Pursuant to Government Code Section 56375.3, small island annexations of areas less than 150 acres shall be approved by the Commission and protest proceedings shall be waived. Preliminary review of the five areas suggests three qualify as small islands (area 2, 3 and 4) while the area bisected by East Mauna Loa Avenue (area 5) does not qualify as a small island (as it is not entirely surrounded by the City’s sphere of influence). Likewise, the area along Big Dalton Canyon Road (area 1) does not appear to qualify as a small island given its size2 .
1 The scope of work has been amended to include area 1 for annexation based on the Commission’s recent request.
2 In coordination with City staff, LAFCO staff and the Surveyor, RSG will confirm the exact portion and size of area 1 to be included in the annexation to confirm whether it qualifies as a small island.

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11 RSG has reviewed the Los Angeles LAFCO application and has identified the following as needs for the complete application:
• Resolution from City Council to initiate proceedings before LAFCO • Application form
• Geographic description
• Maps
• Radius map and corresponding mailing labels
• Any applicable fees
• Environmental documents
• Pre-zoning ordinance
• List of limiting addresses
As part of the LAFCO application process, RSG will assist the City with preparing a preliminary application to distribute to LAFCO staff for guidance and input to ensure the successful submittal of a completed application. This task will be done in step with the City’s efforts in updating the prezoning of all five areas.

There may be additional documents that are required as the City initiates the annexation application proceedings. RSG will assist with any and all documents related to the LAFCO proceedings.

ENGAGEMENT BEST PRACTICES
The size and nature of the study area affects not only the budget for community outreach, but also impacts the type and extent of outreach activities. Engagement with the business community is very different from residents, and the extent and type of work needed around languages (translation at a single meeting versus separate meetings in different languages) is often dictated by the size of the respective populations among other factors.

We used ESRI Business Analyst Online to extract 2023 demographics for each of the five component areas of the study area and prepared a brief comparison to the City limits, as shown in the summary table below:

Figure 1: ESRI Business Analyst Study Area Profiles, 2023 Data Area Population % Spanish
Speaking
Median HH
Income
Businesses
Area 1 – Big Dalton Canyon
Road
TBD Data not
available
Data not
available
TBD
Area 2 – Bluebird Road 4 Data not
available
Data not
available
0 Area 3 – E Mauna Loa Ave 326 25% $82,1503 0
3 Los Angeles LAFCO has disadvantaged unincorporated communities (“DUC”) information on its website, including maps. It appears at least one portion of this area may be within a DUC. We would Item #11. Page 48
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12 Area 4 – Orangepath St 61 16% $85,792 1
Area 5 – Sierra Madre 243 13% $168,794 3
City Limits 51,885 16% $106,328 2,324
Based on this data, we note the areas have similar levels of Spanish speaking households to the City of Glendora and very few businesses. These study areas are also relatively small and in close proximity to the City; it is reasonable to anticipate that many of the residents in these outlying areas may shop, attend schools, and participate in activities in Glendora already. It appears some portions of the East Mauna Loa area may be part of a LAFCO-designated disadvantaged unincorporated community based on information from LA LAFCO.

RSG would deliver a community engagement plan which includes informational materials for property owners in the five annexation areas. We have also anticipated two (2) in-person stakeholder engagement meetings and one (1) in-person City Council meeting in this budget.

SCOPE OF SERVICES
Details of our scope of services are provided below:

TASK 1: PROJECT INITIATION

1. Kickoff Meeting: RSG would initiate work upon receipt of a contract and notice to proceed. We propose a virtual kickoff meeting for which we would prepare an agenda, review any studies that have been previously prepared on annexation, and develop a request for information from the City. The meeting would be attended by the entire RSG team for optimal efficiency and understanding of the client’s goals and objectives.

At the conclusion of the meeting, RSG would circulate a list of actions and agreements, and commence assembly of other information needed to prepare the LAFCO submittals. RSG’s project manager would provide the client regular updates on our progress, issues encountered (when/if they arise), and a milestone schedule for the client’s information.

TASK 2: PREPARE LAFCO SUBMITTALS

2. Data Compilation: RSG would request information from the City, County, and LAFCO necessary to prepare the LAFCO submittals. This would include GIS, land use/ownership, and public infrastructure and facility data. RSG would work closely with City staff to ensure an easy and efficient process that does not burden staff to the extent possible.
recommend conferring with LAFCO to confirm DUC boundaries to ensure the study appropriately addresses how the City should be evaluating annexation.

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13 3. Prepare Required LAFCO Submittals: Based on information collected above, RSG would fill out LAFCO forms, including the annexation initiation resolution, and annexation application. Sikand Engineering will prepare the legal descriptions and maps in compliance with LAFCO and SBE requirements. This would include providing LAFCO staff a draft version of the application to ensure a successful and timely submittal. This task will be done in step with the City completing the prezoning of all five areas.

RSG has met with a CEQA consultant who believes this project would qualify for a categorical exemption under CEQA. RSG will prepare the Notice of Exemption for review by City and LAFCO staff, and will file the Notice with the County Recorder. In the event additional analysis under CEQA is required, RSG may subcontract with the CEQA consultant to conduct all CEQA related tasks subject to a contract amendment.

4. Circulate CEQA and LAFCO Documents to Client for Review: A draft of our CEQA and LAFCO submittal documents would be transmitted to the client for review. Upon approval from the City, RSG would transmit the documents to LAFCO. LAFCO would then have 30 days to review the application and determine that it is either complete for processing or to notify the City that it is not complete. RSG would adjust as needed after LAFCO’s review.

TASK 3: COMMUNITY ENGAGEMENT AND MEETINGS

5. Meetings and Presentations: For purposes of this proposal, we anticipate two (2) public workshops, both of which would occur in-person in Glendora. RSG anticipates the first public workshop will be geared toward residents within the proposed annexation areas and the public; the second public workshop will be conducted with City staff and council.
4 Additional meetings, if requested by the client, would be charged on a time and materials basis.

6. We believe two workshops should be sufficient to provide a forum to inform stakeholders (which may include not only annexation area representatives but residents and property owners of the City itself) about what they can expect during the annexation process and after annexation proceedings are finished.

RSG will prepare handouts that provide basic information about what annexation is, how it works, and the impacts on residents, businesses, and taxes prior to the workshop.

We would also suggest an informative presentation regarding the reason(s) why the City is pursuing annexation at this time – preferably coming from City staff and not consultants – followed by appropriate information on how annexation will work.

As mentioned earlier, residents may already feel they are part of Glendora regardless of what the political boundaries of the city may be. They likely participate in the economy by shopping in local stores and patronizing other Glendora businesses, and as a result may have questions about how services may be impacted by annexation.

Depending on the interests of the affected communities and staff at the City, the workshop could also lead to breakout tables or charrette style discussions on specific 4 While RSG anticipates conducting the two public workshops in the manner detailed, these may be subject to change.

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14 topics. For an annexation, this type of activity is generally rare, but we have experience doing these types of events for other topics and can adapt that here if appropriate.

TENTATIVE PROJECT SCHEDULE
Below, RSG has prepared a tentative schedule for completion of the scope of work. The timeline assumes expeditious contract approval and execution by October 25, 2024, as well as estimated timeframes for the completion of required LAFCO application materials. The durations may be subject to change based on external factors and unforeseen circumstances which could either expedite the process or further delay the project’s completion.

If awarded the contract, RSG would update the schedule in consultation with the City and discuss at the kickoff meeting.

Prezoning (2-5 months)
Preliminary assessment
Public Hearings and
community engagement
Council Approval
CEQA Study (2-18 months)
Review exemption
applicability
Prepare either CEQA
exemption or delineate
process for Initial Study as
needed
LAFCO Process (~6 months)
Prepare Plan for Services and
Fiscal Analysis
Analyze and Negotiate
Property Tax and RHNA
Transfers
Preparation of LAFCO
Submittals
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15 REFERENCES
The projects below demonstrate RSG’s recent experience comparable to the services requested in this RFP. We encourage you to contact our references or follow up with additional questions.

ANNEXATION FISCAL IMPACT ANALYSES – CITY OF MARTINEZ
RSG finalized an update and expansion of a prior annexation study for the City of Martinez in 2023. The study evaluates the majority of the City’s SOI consisting of four separate study areas within unincorporated Contra Costa County. Due to an unfavorable master property tax exchange agreement, annexation has been impeded previously and the City sought to see if circumstances had changed materially with the ongoing update. RSG studied several different property tax sharing scenarios to understand different annexation scenarios. RSG’s projection considered the effect of city service standards into the SOI and the overall implications on the City’s General Fund.

CONTACT: Michael Chandler, City Manager
ADDRESS: 525 Heniretta St, Martinez, CA 94553
EMAIL: [email protected]
PHONE: (925) 372-3517
FOUR CITIES MUNICIPAL SERVICES REVIEW – LA LAFCO
RSG was retained in 2022 by the Local Agency Formation Commission for the County of Los Angeles to provide Municipal Service Review and Sphere of Influence updates for the cities of Bell, Maywood, South El Monte, and Vernon. Our work has also included interviewing the four cities to understand service challenges and opportunities and analyzing budget and audit data to make determinations about fiscal health. The LA LAFCO Commission adopted the MSR and SOI updates in August 2023.

CONTACT: Paul Novak, Executive Officer
ADDRESS: 80 South Lake Avenue, Pasadena, CA, 91101
EMAIL: [email protected]
PHONE: (626) 204-6500
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16 FEE PROPOSAL
The assignment would be billed on a time and materials basis, with a total not-to-exceed fee of $136,047, based on the approach to scope and billing policies herein. Additional services outside the scope of work may require a contract amendment. This budget does not include LAFCO filing fees nor SBE fees.

Task Budget
LAFCO Submittals $24,470
Legal Descriptions and Mapping $104,017
Community Engagement $16,935
GRAND TOTAL $145,422

RSG BILLING RATES & FEE SCHEDULE
Our Billing Rates are as follows:

Principal $ 295
Director $ 275
Senior Associate $ 225
Associate $ 195
Senior Analyst $ 160
Analyst $ 145
Research Assistant $ 135
Technician $ 100
Clerical $ 60
RSG does not charge clients for travel or mileage (except direct costs related to field work/surveys), parking, standard telephone/fax expenses, general postage, or incidental copies. However, we do charge for messenger services, overnight shipping/express mail costs and teleconferencing services. We also charge for copies of reports, documents, notices, and support material more than five (5) copies. We bill reimbursable costs at the actual expense plus a 10% surcharge.

RSG issues monthly invoices payable upon receipt, unless otherwise agreed upon in advance.

Invoices identify tasks completed to date, hours expended and the hourly rate.

As mentioned earlier, RSG has met with a CEQA consultant who believes this project would qualify for a categorical exemption under CEQA. We therefore have not factored a CEQA study into the scope of work nor the proposed budget. If RSG concludes—after consulting with the City—that further review under CEQA is warranted, we reserve the right to request a contract amendment to expand our scope and budget for these services. This would be done in collaboration with a selected consultant and in consultation with the City.

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Glendora Unincorporated Territory Acreages
C:\Users\tmorris\Desktop\Miscellaneous Maps\Glendora Acreage March 7th 2024 March 7th, 2024

GLENDORA
CO
AZUSA

SAN DIMAS
COVINA

LA VERNE
Foothill Frwy
E Foothill Blvd
Glendora Ridge Mtwy Bluebird Rd
E Cienega Ave
S Grand Ave
State Route 39
E Route 66
Big Dalton Canyon Rd
W Arrow Hwy
S Glendora Ave
Glendora Mountain Rd
E Arrow Hwy
W Gladstone St
E Juanita Ave
Interstate 210
State Route 210
E 5th St
Route 210
W Foothill Blvd
N Pasadena Ave
N Walnut Ave
W 5th St
Johnstone Peak Tktr
E Sierra Madre Ave
Lower Monroe Rd
E 1st St
S Citrus Ave
S Azusa Ave
N Glendora Ave
E Palm Dr
E Ada Ave
E Alosta Ave
N Citrus Ave
W Allen Ave
W Bennett Ave
E Dalton Ave
E Baseline Rd
Country Club Dr
N Barranca Ave
N Cerritos Ave
S Valley Center Ave
Ferguson Mtwy
W 2nd St
W Leadora Ave Vosburg Dr
Rainbow Dr
E Mauna Loa Ave
W Baseline Rd
Verdugo Ave
Ghent St
E Leadora Ave
Valiant St
E 3rd St
E State Route 66
Petunia St
N Cataract Ave
Delay Ave
Palm Dr
S Concord Ln
Fox Glen Ave
W Laxford St
Camellia Wy
W Bridwell St
Rock Springs Wy
Prairie Dr
Steffen St
W Commercial St
W Nubia St
E Arrow Hwy
E Juanita Ave
E Arrow Hwy
566.89 Acres

64.5 Acres

7.69 Acres
25 Acres
6 Acres
Legend
Glendora
County Unincor.

Azusa
Covina
La Verne
San Dimas
Glendora SOI
0 0.5 1 0.25 Miles
1 3
4 5
2 Item #11. Page 54
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5 1
2 4
3 County of Los Angeles, California State Parks, Esri, TomTom, Garmin, SafeGraph, GeoTechnologies, Inc, METI/NASA, USGS, Bureau of Land Management, EPA, NPS, US Census Bureau, USDA, USFWS
Legend
City of Glendora Parcels
Annexation Parcels
Glendora Boundary
Annexation Zones
Glendora
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5 Esri Community Maps Contributors, County of Los Angeles, California State Parks, © OpenStreetMap, Microsoft, Esri, TomTom, Garmin, SafeGraph, GeoTechnologies, Inc, METI/NASA, USGS, Bureau of Land Management, EPA, NPS, US Census Bureau, USDA, USFWS
Legend
City of Glendora Parcels
Annexation Parcels
Glendora Boundary
Annexation Zones
Glendora
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1 2
Esri Community Maps Contributors, County of Los Angeles, California State Parks, Esri, TomTom, Garmin, SafeGraph, GeoTechnologies, Inc, METI/NASA, USGS, Bureau of Land Management, EPA, NPS, US Census Bureau, USDA, USFWS
Legend
City of Glendora Parcels
Annexation Parcels
Glendora Boundary
Annexation Zones
Glendora
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2 Esri Community Maps Contributors, County of Los Angeles, California State Parks, © OpenStreetMap, Microsoft, Esri, TomTom, Garmin, SafeGraph, GeoTechnologies, Inc, METI/NASA, USGS, Bureau of Land Management, EPA, NPS, US Census Bureau, USDA, USFWS
Legend
City of Glendora Parcels
Annexation Parcels
Glendora Boundary
Annexation Zones
Glendora
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4 3
Esri Community Maps Contributors, County of Los Angeles, California State Parks, © OpenStreetMap, Microsoft, Esri, TomTom, Garmin, SafeGraph, GeoTechnologies, Inc, METI/NASA, USGS, Bureau of Land Management, EPA, NPS, US Census Bureau, USDA, USFWS
Legend
City of Glendora Parcels
Annexation Parcels
Glendora Boundary
Annexation Zones
Glendora
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4 3
Esri Community Maps Contributors, County of Los Angeles, California State Parks, © OpenStreetMap, Microsoft, Esri, TomTom, Garmin, SafeGraph, GeoTechnologies, Inc, METI/NASA, USGS, Bureau of Land Management, EPA, NPS, US Census Bureau, USDA, USFWS
Legend
City of Glendora Parcels
Annexation Parcels
Glendora Boundary
Annexation Zones
Glendora
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APPROVAL OF A CONTRACT SERVICE AGREEMENT BETWEEN RSG, INC.

AND THE CITY OF GLENDORA FOR CONSULTING SERVICES RELATED

TO ANNEXATION OF UNINCORPORATED AREAS WITHIN THE CITY OF GLENDORA'S SPHERE OF INFLUENCE (PROJECT # PLN24-0027)

COMMUNITY DEVELOPMENT

CITY COUNCIL
FEBRUARY 25, 2025

HANS FRIEDEL, AICP, PRINCIPAL PLANNER
Item #11. Page 64
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REQUEST
THAT THE CITY COUNCIL:

1. Approve a contract services agreement between RSG, Inc. and the City of Glendora for professional services to assist the City to annex five remaining unincorporated areas within the City of Glendora’s sphere of influence.

2. Approve a supplemental appropriation in General Fund (101) in the amount of 160,000.

3. Authorize the City Manager or their designee to execute the agreement, including minimal and non-substantive changes.

Item #11. Page 65
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BACKGROUND
§ As part of the City’s 2023-2025 Strategic Plan, the City Council included a program to “consider possible annexation of County islands within the City’s sphere of influence.”
§ Staff has identified five remaining islands and presented a report to the City Council on July 9, 2024.
§ The report requested direction from the City Council to proceed with annexation of the remaining unincorporated islands.
§ The report included a proposal from RSG to provide consulting services related to annexation.

Item #11. Page 66
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BACKGROUND
§ In California, local government boundary changes are managed by the Local Agency Formation Commission (LAFCO), which operates in each county under the Cortese-Knox-Hertzberg (CKH) Local Government Reorganization Act of 2000 (Annexation Law).
§ This law grants LAFCO agencies the authority to review and approve annexation proposals.
§ As part of its responsibilities, LAFCO establishes a Sphere of Influence (SOI) to define the likely physical boundaries and service areas of a city. § Annexation also involves the negotiating with Los Angeles County on taxes and transfer of RHNA share.

Item #11. Page 67
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ANNEXATION
AREAS
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CONTRACT
§ Contract is $145,422 plus a 10% contingency for a total of $159,964.20.
§ Question of CEQA path? If CEQA review is required, will have to come back with an appropriation for CEQA review.
§ Timeline is 2-3 years to complete depending on CEQA.

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TASKS OVERVIEW
§ Preparation of required LAFCO and CEQA materials.
§ Coordination and facilitation of initial discussions and meetings with LAFCO. § Confirmation of key details with LAFCO staff (CEQA, whether areas qualify as islands, etc.) § Verification of submittal requirements.
§ Redoing the prezone map and ordinance.
§ Clarification of the nature and extent of CEQA review. § Determination of whether a Municipal Service Review is required. § Preparation of a fact sheet, MAPS, and technical details. § Assistance in estimating and negotiating property tax and RHNA transfers with the County. § Support in outreach to residents in the five unincorporated areas.

Item #11. Page 70
Meeting Date: 1/28/2025 / Packet Page #: 178

RECOMMENDATION
THAT THE CITY COUNCIL:

1. APPROVE A CONTRACT SERVICES AGREEMENT BETWEEN RSG, INC. AND THE CITY OF

GLENDORA FOR PROFESSIONAL SERVICES TO ASSIST THE CITY TO ANNEX FIVE REMAINING UNINCORPORATED AREAS WITHIN THE CITY OF GLENDORA’S SPHERE OF INFLUENCE.

2. APPROVE A SUPPLEMENTAL APPROPRIATION IN GENERAL FUND (101) IN THE AMOUNT OF 160,000.

3. AUTHORIZE THE CITY MANAGER OR THEIR DESIGNEE TO EXECUTE THE AGREEMENT, INCLUDING MINIMAL AND NON-SUBSTANTIVE CHANGES.

Item #11. Page 71
Meeting Date: 1/28/2025 / Packet Page #: 179

STAFF REPORT
TO: Mayor and Council Members DATE: January 28, 2025
FROM: Public Works DISTRICT(S): 2, 3
SUBJECT: Approve a Professional Services Agreement with EXP U.S. Services Inc. for Design Services and Construction Project Management for the Glendora Avenue Water and Street Improvement Project in the amount of $806,172

RECOMMENDATION
That the City Council:

1. Award a Professional Services Agreement to EXP U.S. Services Inc. for Design Services and Construction Project Management for the Glendora Avenue Water and Street Improvement Project in the amount of $806,172; and

2. Authorize the City Manager or his designee to execute the Agreement, including any minimal and/or non-substantive changes; and

3. Approve a supplemental appropriation in Measure M Fund (234) in the amount of $242,000 and Water Capital Fund (502) in the amount of $565,000 for this project.

STRATEGIC FOCUS AREAS
 Goal 1: Implement Strategic Economic Development (ISED)  Goal 5: Improve and Maintain the City’s Infrastructure and Facilities (IMCIF)

EXECUTIVE SUMMARY
Improving Glendora Avenue directly supports the City’s Strategic Plan goals of fostering economic development and maintaining infrastructure. As one of only three streets crossing the 210 Freeway, this major four-lane collector road and truck route is critical for connecting the north and south parts of the City, facilitating commerce, and supporting local businesses. Enhancing water and street infrastructure, including paving, ADA compliance, and utility upgrades, ensures reliable and efficient systems that attract investment, improve accessibility, and support future growth, making it a vital component of the City’s economic and infrastructure strategies. Following the issuance of a Request for Proposal and a thorough review of the submissions, including interviews with the consultants, the recommendation is to award the agreement to EXP U.S. Services Inc. (EXP) in the amount of $806,172.

LEGISLATIVE HISTORY / PREVIOUS ACTIONS
The 2023-2025 Citywide Strategic Plan includes Goal No. 1, Implement Strategic Economic Development and Goal No. 5, Improve and Maintain the City’s Infrastructure and Facilities. The Glendora Avenue Water and Street Improvement Project aligns with both these goals.

On September 20, 2024, an emergency grind-and-overlay repair was completed on Glendora Avenue from Ronwood Street to Mauna Loa Avenue due to severe pavement deterioration that had reached the point of failure. This immediate action was necessary as the street conditions could not wait for the estimated two to three years required to complete construction under the comprehensive water and street improvement project. The emergency repair ensured the road remained functional and safe for public use until the full improvement project is undertaken.

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DISCUSSION
The water and street improvements along Glendora Avenue between Gladstone Street and Route 66 are necessary due to the aging infrastructure and deteriorating road conditions. The water infrastructure along this segment ranges from 50 to over 100 years old and is due for replacement to ensure reliability and functionality. Additionally, with the exception of the recently completed emergency grind-and-overlay repair between Ronwood Street and Mauna Loa Avenue, the current Pavement Management Program rates the road segment between poor to very poor. The water and street improvements are essential to address critical infrastructure needs and enhance the overall condition and usability of this key corridor.

The award of this Agreement will mark the start of Phase 1 of the Glendora Avenue Water and Street Improvement Project (Project). Once completed, the Project will replace aging water infrastructure, including two water mains, water service laterals, and new fire hydrant assemblies to meet the City’s design standards. Additionally, the Project will enhance approximately one mile of roadway with pavement rehabilitation, ADA-compliant curb ramps, new signage, striping, and traffic signal upgrades.

Phase 1 focuses on the design phase, encompassing the preparation of plans, specifications, and estimates (PSE). This Agreement also provides support for Phase 2, the construction phase, by providing technical specifications, assistance during the bidding process, construction oversight, and final as-built drawings. Upon completion, the Project will improve water system reliability, provide smoother and safer streets, reduce long-term maintenance costs, and enhance the overall functionality and appearance of this critical corridor.

Project Location
A Request for Proposals (RFP) for Phase 1 design services was issued on August 22, 2024, with an initial proposal deadline of October 10, 2024. Three proposals were received by the deadline, and following a preliminary review, all proposers were invited to submit their best and final offers by October 28, 2024.

Ultimately, only two firms responded to the request for best and final submissions. As a result, the evaluation focused on these two responsive proposals, which are detailed in the table below.

Item #12. Page 2
Meeting Date: 1/28/2025 / Packet Page #: 181
Firm Location 100% Design Date Amount

1. EXP* Glendale, CA May 2026 $806,172

2. TKE Engineering Inc. Riverside, CA July 2025 $335,219 *Selected Engineering Firm
The proposals were evaluated based on qualifications, relevant experience, project understanding, presentation, and deliverability. While EXP is the higher bidder, this project is complex and will require extensive utility coordination, permitting with multiple agencies (Caltrans, LA County Flood Control), geotechnical work, stakeholder engagement, and present ADA compliance challenges. These tasks are often time-consuming, requiring several designs, reviews, and approvals, especially from external agencies. The proposal submitted by EXP clearly identifies potential challenges and provides proactive solutions. The extended timeline suggests an understanding of the complexities presented, the coordination required with external agencies, environmental reviews and regulatory permitting and the need for extensive research to emphasize risk mitigation to reduce the likelihood of delays, a need for change orders and/or rework during the construction phase.

Staff recommends awarding the agreement for design and engineering services, including construction bid assistance and oversight to EXP in the amount of $806,172. The Glendora Project will be a high-profile project, selecting a firm with a comprehensive and innovative approach is paramount. EXP’s proposal demonstrates a deep understanding of the project’s challenges and offers strategic, well-thought-out alternatives to address potential issues proactively.

The Glendora Avenue Water and Street Improvement Project is not included in the City’s FY 2024/2025 Capital Improvement Plan and is therefore not yet funded. To proceed with Phase 1, staff is requesting a budget appropriation of $807,000, with funding sourced as follows: $242,000 (30%) from the Measure M Fund (234) and $565,000 (70%) from the Water Capital Fund (502).

Once the design phase is complete, the consultant will assist in preparing a bid package for Phase 2 and the public bidding process to select a construction contractor. Staff will return to the City Council for approval of the construction contract and any additional funding necessary to complete the project.

A tentative timeline is as follows:

Task Tentative Date
Award PSE Agreement January 28, 2025
Notice to Proceed February 3, 2025
30% Preliminary Design August 1, 2025
100% Final Design May 14, 2026
Final Construction Bid Documents May 17, 2026
Return to City Council for Award of Contractor for Construction August 4, 2026

FISCAL IMPACT
The proposed project is not included in the FY 2024-25 Adopted Mid-Cycle Budget and therefore requires an appropriation for the PSE.

Measure M Capital Improvement (23400990.70000)
Preparation of PSE and Construction Documents & Construction Support (30%) $242,000 Water Capital Improvement (50200990.70000)
Preparation of PSE and Construction Documents & Construction Support (70%) $565,000 Total Requested Appropriation* $807,000
*Future costs associated with construction of the project (outside of engineering, plans, etc.) will need to be budgeted. At this time, the funding source has not been appropriated for the completion of this project.

As this project moves forward, staff will continue to work to identify funding for the construction phase of this Project.

Item #12. Page 3
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ENVIRONMENTAL DETERMINATION
The approval of an agreement for design and construction documents does not provide approval of the project; this item is therefore covered by the commonsense exemption under Section 15061(b)(3) of the California Environmental Quality Act.

Prepared By Valerie Velasquez Santoya, Assistant Public Works Director - Maintenance & Operations
Concurs With Not Applicable
Reviewed By William Wittkopf, Public Works Director
Certified to Availability of Funds Kyle Johnson, Finance Director/City Treasurer Approved By Adam Raymond, City Manager
Moises Lopez, Assistant City Manager
Legal Review Danny Aleshire, City Attorney
Judy Baladi, Assistant City Attorney
CEQA Review Not Applicable
ATTACHMENTS:

A. Professional Services Agreement with EXP
B. EXP Proposal
C. PowerPoint
Item #12. Page 4
Meeting Date: 1/28/2025 / Packet Page #: 183

AGREEMENT FOR CONTRACT SERVICES
By and Between

CITY OF GLENDORA
and
EXP U.S. SERVICES INC.

Docusign Envelope ID: FF3CD945-50C1-4650-BB66-7E59ED8BB2FE Item #12. Page 5
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Agreement – EXP (Glendora Ave: Water and Street Improvements from Gladstone to Route 66) 01.28.2025 1

AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF GLENDORA AND
EXP U.S. SERVICES INC.

THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into this _____ day of __________, 2025 by and between the City of Glendora, a California municipal corporation (“City”) and EXP U.S. SERVICES INC., a Delaware corporation (“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.

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

ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of Services.

1.2 Consultant’s Proposal.

Docusign Envelope ID: FF3CD945-50C1-4650-BB66-7E59ED8BB2FE Item #12. Page 6
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Agreement – EXP (Glendora Ave: Water and Street Improvements from Gladstone to Route 66) 01.28.2025 2 The Scope of Services 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.

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 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 Docusign Envelope ID: FF3CD945-50C1-4650-BB66-7E59ED8BB2FE Item #12. Page 7
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Agreement – EXP (Glendora Ave: Water and Street Improvements from Gladstone to Route 66) 01.28.2025 3 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 _____________________________ Gabriel Rodriguez, Vice President
(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.

1.6 Familiarity with Work.

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Agreement – EXP (Glendora Ave: Water and Street Improvements from Gladstone to Route 66) 01.28.2025 4 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.

1.8 Further Responsibilities of Parties.

1.9 Additional Services.

1.10 Special Requirements.

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

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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 $806,172 (Eight Hundred Six Thousand, One Hundred Seventy Two Dollars) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.9.

2.2 Method of Compensation.

2.3 Reimbursable Expenses.

2.4 Invoices.

Consultant shall not invoice City for any duplicate services performed by more than one person.

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.

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Agreement – EXP (Glendora Ave: Water and Street Improvements from Gladstone to Route 66) 01.28.2025 6 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.

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 this Agreement pursuant to this Section.

3.4 Term.

ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of Consultant.

Gabriel Rodriguez, Vice President
Syed Raza, Vice President
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 Docusign Envelope ID: FF3CD945-50C1-4650-BB66-7E59ED8BB2FE Item #12. Page 11
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Agreement – EXP (Glendora Ave: Water and Street Improvements from Gladstone to Route 66) 01.28.2025 7 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.

4.3 Contract Officer.

The Contract Officer shall be the Assistant Public Works Director, 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.

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 Docusign Envelope ID: FF3CD945-50C1-4650-BB66-7E59ED8BB2FE Item #12. Page 12
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ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages.

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Agreement – EXP (Glendora Ave: Water and Street Improvements from Gladstone to Route 66) 01.28.2025 9 (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 selfinsurance 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. (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 and automobile 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.

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Agreement – EXP (Glendora Ave: Water and Street Improvements from Gladstone to Route 66) 01.28.2025 10 (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 by the City 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 services who is brought onto or involved in the services 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 services will be submitted to City for review. (n) City’s Right to Revise Specifications. The City reserves the right at any time during the Term of this Agreement 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) Deductibles / Self-insured Retentions. Any deductibles and self-insured retentions must be declared to and approved by City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, it officers, officials, employees, agents and volunteers, or the Consultant shall provide a financial guarantee satisfactory to the city guaranteeing payment of losses and related investigations, claims administration and defense expense. (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, 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;
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Agreement – EXP (Glendora Ave: Water and Street Improvements from Gladstone to Route 66) 01.28.2025 11 (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.
(d) 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.

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 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. 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 Docusign Envelope ID: FF3CD945-50C1-4650-BB66-7E59ED8BB2FE Item #12. Page 16
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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 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.

6.4 Confidentiality and Release of Information.
(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 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.

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Agreement – EXP (Glendora Ave: Water and Street Improvements from Gladstone to Route 66) 01.28.2025 13 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.

7.3 Retention of Funds.

7.4 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.

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7.6 Legal Action.

7.7 Termination Prior to Expiration of Term.

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.

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8.1 Non-liability of City Officers and Employees.

8.2 Conflict of Interest.

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 this 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.

8.3 Covenant Against Discrimination.

8.4 Unauthorized Aliens.

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 Docusign Envelope ID: FF3CD945-50C1-4650-BB66-7E59ED8BB2FE Item #12. Page 20
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9.2 Interpretation.

9.3 Counterparts.

9.4 Integration; Amendment.

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, Docusign Envelope ID: FF3CD945-50C1-4650-BB66-7E59ED8BB2FE Item #12. Page 21
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Agreement – EXP (Glendora Ave: Water and Street Improvements from Gladstone to Route 66) 01.28.2025 17 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 ___________________
Gabriel Rodriguez, Vice President

9.7 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) 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 APPEAR ON THE FOLLOWING PAGE]
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Agreement – EXP (Glendora Ave: Water and Street Improvements from Gladstone to Route 66) 01.28.2025 18 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
Danny Aleshire
City Attorney
Kyle Johnson
Finance Director/City Treasurer
ATTEST:

Kathleen R. Sessman
City Clerk/Communications Director
CONSULTANT:

EXP U.S. Services Inc.

Name: Garbriel Rodriguez, PE
Title: Vice President
Email: [email protected]
Name: Syed Raza, PE
Title: Vice President
Email: [email protected]
Address: 330 N. Brand Blvd., Suite 950, Glendale CA 91203 Docusign Envelope ID: FF3CD945-50C1-4650-BB66-7E59ED8BB2FE Jan 21, 2025 | 9:37 AM PST
Jan 21, 2025 | 12:26 PM PST
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01240.0002/1044118.1 A-1
EXHIBIT “A”

SCOPE OF SERVICES
I. Consultant will perform the following services as they relate to professional engineering design services for water and street improvements at Glendora Avenue from Gladston Street to Route 66.

A. As-Built Research, Investigation and Review
B. Utility Research and Notification
C. Field Investigations
D. Preliminary Design and Final Engineering Design
E. Permitting
F. Low Impact Development Design
G. Engineer’s Quantity and Cost Estimate
H. Construction Specifications and Bid Documents
I. Plan Interpretation and Bidding Assistance
J. Construction Support and Submittal Review
K. Meeting and Site Visits
L. As-Built Drawings
A detailed description of such services is shown in the proposal prepared by Consultant, dated October 10, 2024.

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

A. Utility Request Letters
B. Utility submittals for conflict resolution and status C. Utility Agencies Contact List
D. Copies of Utility Information Requests
E. Submittal Log at each submittal or more often, if necessary, through project design.

F. Geotechnical Report
G. Preliminary Plans at 30% Design Level (AutoCAD and PDF format) H. Right of Way Needs Map and revisions as needed (AutoCAD and PDF format) I. Rough Order of Magnitude estimated cost
J. Complete the Categorically Exception form (CEQA)
K. Construction Drawings at 60% and 90% Design Level (AutoCAD and PDF format) Docusign Envelope ID: FF3CD945-50C1-4650-BB66-7E59ED8BB2FE Item #12. Page 24
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L. Specifications at 90% Design Level (MSWord and PDF format + 1 hard copy)) M. Final Drawings at 100% Design Level (AutoCAD and PDF format) N. Final Specifications at 100% Design Level (MSWord and PDF format) O. Schedule of Quantities at 60% and Final Design Levels P. Permit Preparation
Q. Preliminary Low Impact Development Design opportunities R. 60%/90% and Final Bid Schedule and EOPCC: Electronic Submittal, excel and PDF format (Final to also include 1 hard copy)
S. 60%/90% and Final Technical Specifications and Bid Documents: Electronic Submittal, Word, Excel and PDF format (Final to also include 1 hard copy).

T. Record As Built Drawings signed by the engineer of record (AutoCAD and PDF format).

A detail of deliverables is included in the proposal prepared by Consultant, dated October 10, 2024.

A. Reports and meetings will be provided as outlined under the Project Management Section of the proposal prepared by Consultant, dated October 10, 2024.

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 key personnel to accomplish the services:

A. Abdollah Ansari, Principal In Charge
B. Christine Brown, Project Manager
C. Luis Betancourt, QA/QC Manager
D. Gabriel Rodriguez, Roadway Design
E. Jose Carrillo, Water Design
F. Ryan Luong, Drainage and Stormwater
G. Syed Raza, Cal Trans Coordination
H. Mitsura Tanaka, Traffic Signals
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01240.0002/1044118.1 B-1
EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Added text is indicated in bold italics, deleted text is indicated in strikethrough.

I. 1.1 Scope of Services.

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 adhere to follow the highest professional the standards of care in performing the work and services required hereunder and that all materials will be obtained in accordance with the specifications set forth in this Agreement. 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 firstclass firms performing similar work under similar circumstances.

II. 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, epidemics, pandemics, 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 this Agreement pursuant to this Section.

III. 5.1 Insurance Coverage
(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 or its equivalent, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage, including without limitation, blanket Docusign Envelope ID: FF3CD945-50C1-4650-BB66-7E59ED8BB2FE Item #12. Page 26
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contractual liability. 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 or its equivalent, covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with the 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.

IV. 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.

V. 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 to the extent caused by 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 to the extent caused by arising from Consultant’s or indemnitors’ reckless or willful misconduct, or to the extent caused by 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 (to the extent that such defense is covered by insurance) any action or actions filed in connection with any of said claims or liabilities and will pay all reasonable 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 to the extent caused by 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 to the extent caused by the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its Docusign Envelope ID: FF3CD945-50C1-4650-BB66-7E59ED8BB2FE Item #12. Page 27
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01240.0002/1044118.1 B-3
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.
(e) Notwithstanding the foregoing, it is understood that the indemnity obligations of the Consultant shall be governed by and comply with the limitations set forth in California Civil Code Section 2782.8. In the event of any inconsistency or conflict between the indemnity provisions of this Agreement and the requirements of Section 2782.8, the provisions of Section 2782.8 shall prevail.
(f) NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT,

NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL,

INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR CONNECTED IN ANY WAY TO THE PROJECT OR THIS AGREEMENT.OFFICERS, DIRECTORS AND

EMPLOYEES, TO THE CLIENT AND ANYONE CLAIMING BY OR THROUGH THE

CLIENT, FOR ANY AND ALL CLAIMS, LOSSES, COSTS OR DAMAGES FROM ANY CAUSE IN ANY WAY TO THE PROJECT OR THIS AGREEMENT.

VI. 6.1 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. 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. It is understood that any proprietary records of Consultant, which are not necessary to substantiate invoiced amounts hereunder, are not subject to audit.

VII. 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 upon the payment of compensation due therefor by 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 Docusign Envelope ID: FF3CD945-50C1-4650-BB66-7E59ED8BB2FE Item #12. Page 28
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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.

Notwithstanding the foregoing, it is understood that the Consultant retains all rights, title and interest in and to its pre-existing intellectual property, proprietary methodologies, processes, designs and other materials developed independently of this Agreement.

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01240.0002/1044118.1 C-1
EXHIBIT “C”

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

DESCRIPTION SUB-BUDGET
A. As Built Research, Investigation & Review $7,050
B. Utility Research and Notification $41,762
C. Field Investigations $200,267
D. Preliminary Design and Final Engineering $306,184
E. Permitting and Agreements $24,765
F. Low Impact Development $11,496
G. Engineer’s Quantity and Cost Estimate $14,562
H. Construction Specifications and Bid Documents $31,344 I. Plan Interpretation and Bidding Assistance $11,894
J. Construction Support and Submittal Review $30,877
K. Meetings and Site Visits $14,445
L As-Built Drawings $8,402
M Project Management $8,051
Sub-Total: $711,099
Other Direct Costs: $335
Optional Tasks as Needed: Legal and Plats (50): $94,738 Not-to-Exceed Total Fee (with optional tasks): $806,172 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.

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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.

VI. The Consultant’s billing rates for all personnel are attached as Exhibit “C-1”.

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EXHIBIT “C-1”
CONSULTANT’S BILLING RATES
Position Hourly Rate
Project Manager $237
Quality Control Reviewer $156
Roadway Project Engineer $169
Roadway Civil Designer $114
Water Civil Designer $169
Water Civil Designer $211
Traffic Engineer $223
Traffic Designer $112
Drainage Engineer $148
Caltrans Permit Coordinator $384
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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. Project Management &
Coordination
336 5/27/2026
B. Research & Data
Collection
325 5/17/2026
C.

Environmental
Preliminary Design (30%)
Final Engineering Design
Right-Of-Way
Permits and Approvals
Construction Support
304
80 206
25 196
TBD
4/26/2026
8/11/2025
5/24/2026
9/15/2025
5/24/2026
TBD
II. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2.

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EXP • 330 North Brand Boulevard, Suite 950, Glendale, California, 91203 • +1.909.563.0525 • exp • com Water and Street
improvements | Glendora
Avenue from Gladstone
Street to Route 66

PROFESSIONAL ENIGNEERING DESIGN SERVICES

CITY OF GLENDORA
OCTOBER 10, 2024 AT 10AM

TECHNICAL PROPOSAL
Item #12. Page 34
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TABLE OF CONTENTS
01 TITLE 03
02 04 TITLE
TITLE
TITLE
...53

TABLE OF CONTENTS
01 TABLE OF CONTENTS
03 04
02 COVER LETTER ........................1

PROJECT UNDERSTANDING
AND APPROACH .....................3
SCOPE AND SERVICES...........18
05 SCHEDULE................................23
06 TEAM ORGANIZATION
AND AVAILABILITY..............26
07 QUALIFICATIONS AND
EXPERIENCE...........................49
08 SEALED FEE PROPOSAL.....51
Fee Proposal submitted separately per RFP.

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Cover Letter 02
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EXP
330 North Brand Boulevard, Suite 950,
Glendale, California, 91203
+1.909.563.0525 | exp • com
October 10, 2024
Maliha Ansari, PE
Principal Civil Engineer
Maria Fraser, PE
City of Glendora
116 E. Foothill Boulevard
Glendora, CA 91741
RE: Proposal for Professional Engineering Design Services for Water and Street Improvements at Glendora Avenue from Gladstone Street to Route 66 (QuestCDN # 9273343)
Dear Maliha Ansari and Maria Fraser,:

The objective of any agency is to provide the necessary infrastructure and safe and accessible roadways for local residents, businesses, and visitors. The City of Glendora (City) is no different and is committed to achieving this objective by replacing an aging water line in Glendora Avenue from Gladstone Avenue to Route 66. In addition, the City will also rehabilitate the existing roadway asphalt pavement and ensure that the sidewalks and handicap ramps within the project limits are American Disabilities Act (ADA) compliant and meet the Public Right-of-Way Accessibility Guidelines (PROWAG).

We understand Glendora Avenue is a north-south corridor that spans the City limits and provides access to a significant number of residential neighborhoods and commercial and retails businesses. The construction and replacement of a water line can be complex, and when not planned appropriately can pose unnecessary impacts and delays to residents, customers, and visitors. Therefore, an innovative partner with extensive experience in the planning, design, and constructability of water line infrastructure and street improvements is key to successfully executing and delivering this critically important project.

EXP is that partner! Our project team hereby commits our experience and expertise to partner with the City to meet the objectives of the project with a focus on the following success factors:
• Technical Expertise – We will apply our water line and roadway design experience along with our three-dimensional modeling to identify and mitigate utility conflicts, adhere to ADA and PROWAG design guidelines, and develop construction staging that will minimize impacts to the surrounding community. • Efficient Permit Approval – Understanding the details of the Caltrans and County of Los Angeles Flood Control permit processes is key to obtaining encroachment permit approval from both agencies without delay to the project schedule.

Therefore, we have selected two team members that have successfully navigated the process for each agency and who will be dedicated solely to spearheading these efforts. • Effective Utility Coordination – Based on information in the request for proposal, our own proposal preparation, and preliminary research, we understand that the ADA improvements and water line replacement will potentially impact utilities in some form or fashion. Most critical is determining the potential impacts to Southern California Edison’s (SCE) power poles for meeting ADA clearances and the Southern California Gas existing infrastructure and proximity to the proposed water line. Therefore, our utility coordinator will implement a proactive approach for coordination and leverage their experience and relationships to partner with each utility purveyor with facilities within the project limits.

EXP is a multi-disciplinary firm with a vast depth of in-house technical expertise that includes civil, drainage, and traffic engineering. Where we separate ourselves from our competition is in our approach that assembles a team with individuals who strategically apply their experience to the unique variables and challenges encountered on a project of this nature. As the project manager, Christine Brown, PE, will employ her extensive roadway and infrastructure experience to lead the EXP team, gain consensus from stakeholders, and drive the project to completion.

CHRISTINE BROWN, PE
Christine Brown, PE has over 9 years of hands-on civil engineering experience in the management and design of public improvement projects throughout Southern California. Christine brings a thorough understanding of construction means, methods, and materials from years of construction engineering support, and she applies that knowledge during the design of each of her projects. This allows Christine to evaluate the constructibility of design elements and solutions throughout the development of alternatives as well as final design.

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In support of Christine, we are pleased to offer our in-house expertise of Luis Betancourt, PE. who will implement our quality control program; Jose Carrillo, our water design lead; Gabriel Rodriguez, PE, leading the street improvement design; Ryan Luong, PE, who will spearhead the drainage and permitting with Los Angeles County; Mitsuru Tanaka, leading the traffic signal design; and Syed Raza, PE who will coordinate with Caltrans to gain encroachment permit approval.

For each project pursuit, we strategically assemble the most technically qualified team while also placing value on innovation, reputation, and past working relationship. In doing so, we have included key teaming partners that enhance our technical expertise, local knowledge, and stakeholder relationships. • EGP Consulting is a Small Business Entity (SBE) and Disadvantage Business Entity (DBE) environmental services firm with experience in both CEQA and NEPA compliance for local roadway and utility projects. EGP is currently partnered with EXP on the SR60/Rubidoux Interchange project for the City of Jurupa. • CL Surveying and Mapping, Inc. is a Disadvantaged Business Entity (DBE) land surveying firm located in the City of Corona and will lead the surveying and mapping efforts for our team. CL Surveying has completed surveying and mapping services on several EXP projects over the past few years including the San Antonio Storm Drain project with City of Ontario.
• Monument ROW is a firm specializing in public right-of-way, real property solutions and utility coordination. Their utility coordination lead has significant experience working with several of the utilities located within the project limits including Southern California Edison and The Gas Company. Monument ROW has partnered with EXP on several projects including the current SR60 / Pyrite Street Improvement Project. • CBelow is a utility location firm that performs subsurface utility investigation and utility depiction. CBelow has a working relationship with EXP and recently supported EXP with subsurface utility investigation services on the City of Ontario San Antonio Storm Drain project.
• Geo-Advantec is a geotechnical firm with relevant project experience providing geotechnical recommendations for pavement rehabilitation and water main replacement projects. Geo-Advantec is local to the project with their office located within 5 miles of Glendora Avenue.

EXP is dedicated to successfully delivering the Glendora Avenue Water and Street Improvement project on-time, on budget, and while in partnership with the City. The EXP staff we have proposed as well as our subconsultants will be available to begin the project in January 2025 and will continue with the project through completion in June 2026.

We want to thank you for this opportunity to present our proposal. We look forward to teaming with the City of Glendora to deliver an important project that will maintain the City’s water infrastructure for decades to come and provide safe pedestrian accessibility along Glendora Avenue. Should you have any questions or require any clarification, please contact the Project Manager, Christine Brown by phone at 909.563.0525 or by email at [email protected].

Respectfully Submitted,
Gabriel Rodriquez, PE
Transportation Sector Leader, Southern
California
EXP
City of Glendor
Professional Enginering Design Services
Water and Street Improvements
October 10, 2024
4400+
professionals
worldwide
#19
top design firms in
transportation
ENR 2024
118
years of
service
Item #12. Page 38
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03 PRoject
Understanding
and Approach
Item #12. Page 39
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Project Understanding
The City of Glendora is proposing water and street
improvements along Glendora Avenue, a four-lane divided collector road that traverses the city north to south and provides connectivity to each side of Interstate 210 (I-210). It also has the following notable characteristics:
• Existing Bus Route (No. 189) providing service between Glendora and Claremont.
• Existing Truck Route between Baseline Road and Route
66, providing direct access between I-210 and “The
Village” while minimizing residential disturbances.
• Existing Bikeway to encourage multi-modal transportation while providing connectivity between neighborhoods,
parks, schools, and other recreational facilities.

The proposed water improvements consist of replacing the existing main line running along Glendora Avenue between Gladstone Street and Route 66 – infrastructure that was primarily constructed between 1950 and 1971, with one
segment dating back to 1920. The project includes replacing all related water infrastructure at the direction of the Water Department, including:
• Fire Hydrants
• Water Services
• Check Valves
• Sample Stations
As part of this project, the City is also proposing to improve Glendora Avenue by upgrading all curb ramps and ADA access paths to meet current PROWAG standards (relocating traffic signals, street lights, power poles, and any other conflicting infrastructure as necessary), rehabilitating or replacing the existing pavement as determined by a geotechnical
investigation, and new signing and striping throughout the corridor. The proposed improvements will adhere to the
City’s Complete Streets Philosophy, including coordination with adjacent projects such as the ongoing “The People
Movement Project,” which begins at the northern limit of this project.

In addition, the project will require extensive coordination with multiple stakeholders, including
• LA County Flood Control (LACFC) – Big Dalton Wash
crosses under Glendora Avenue approximately 0.3 miles
north of Interstate I-210. LACFC also maintains the storm drain network along Glendora Avenue.
• Caltrans District 7 (D7) – Glendora Avenue crosses under I-210 approximately 0.3 miles north of Gladstone Street. • Southern California Gas Company (SoCal Gas) – A high
pressure gas line runs through the project segment
immediately adjacent to, or in conflict with, the water line.
• Southern California Edison (SCE) – Overhead lines run along Glendora Avenue which results in substandard ADA
access throughout the corridor.
• Foothill Transit Authority (FTA) – FTA operates a bus route along Glendora Avenue which may be impacted by
construction activities.

EXP has assembled an experienced team uniquely
qualified to develop the most effective design and
implementation strategies for this project. Our team
is incredibly excited about the opportunity to assist
the City in the design, permitting, and construction
support of this project.
3 | PROJECT UNDERSTANDING AND APPROACH
Exhibit 1 - The People Movement Project Concept
City of Glendora | Water and Street improvements at Glendora Avenue from Gladstone Street to Route 66
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Technical Approach
Water Improvements
The water infrastructure running through Glendora Avenue is broken up into three primary segments as shown in Table 1 below, with connections to each intersecting street along the corridor.

SEGMENT NO. LIMITS NO. OF

MAINLINES ZONE(S) SIZE YEAR OF CONSTRUCTION
1 Gladstone Street to
Dawson Avenue 2
1 18” – 24” 1956 - 1968
8 12” 1920 – 1968
2 Dawson Avenue to
Colorado Avenue 1 1 18” 1950 - 1968
3 Colorado Avenue to
Route 66 2
1 10” 1950
1 18” – 24” 1950 - 1971
As the infrastructure is over 50 years old at best, and over 100 years old at worst, the City is proposing to replace the mainline and all appurtenances including fire hydrants, service laterals, check valves, and sample stations at the direction of the Water Department.

In addition, there is a known high-pressure gas line running through Glendora Avenue that is immediately adjacent to, and in some cases, in direct conflict with the existing water line. The EXP Team is proposing to pothole the existing gas line at 100- ft intervals to determine the specific locations of the conflicts, which will ultimately aid in determining the most appropriate resolution. In addition, extensive coordination with Southern California Gas Company will be required through the analysis and resolution process.

Constructability and Design
One of the most significant considerations in a water line replacement project is constructability. There are three primary ways to replace an existing water main:

Option 1: Replace the existing water main within the same trench utilizing isolation valves.

Option 2: Construct a new water main in an adjacent trench.

Option 3: Replace the existing water main within the same trench utilizing the hi-lining technique.

Option 1 is best used in areas where portions of the existing water main can be taken offline without removing water service to adjacent properties. The portion of the water main that is isolated between valves can be removed and replaced in the same location. This is ideal for situations where constructing a new water main in a new trench is not feasible due to other existing utilities or constraints, but requires a phased approach where the water main is replaced in small segments throughout the corridor.

Table 1: Water Infrastructure along Glendora Avenue
Exhibit 2 – Layout View of Option 1
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Option 2 is best used when there is room within the existing roadway to construct a new water line in a new adjacent trench and tying into service laterals as needed; the existing main can either be abandoned or removed at the City’s preference.

This option allows for a much larger construction operation as Contractor’s are not limited by the location of isolation valves.

Option 3 is typically used when Options 1 and 2 are not feasible. Hi-lining is a technique which constructs a temporary line either within the same trench or along the gutter or sidewalk as room allows. This temporary line acts as a bypass which allows water service to remain while the main line is being replaced. Similar to Option 1, this technique takes place in several phases over small segments.

Exhibit 4 – Section View of Option 3
Most projects of this size will utilize a combination
of each option. The EXP team will work closely with
the Water Department to determine which option
suits each area within the corridor, while also taking
into consideration the corresponding traffic control
required. This coordination effort will begin at project kickoff to ensure the constructability of the water
main replacement is considered during the design
process.

Street Improvements
The proposed street improvements center around providing an ADA accessible path across the entire corridor; this includes upgrading all curb ramps, driveways, and sidewalks to meet current PROWAG standards. While PROWAG offers the most
space within an ADA accessible corridor, the US Access Board recognized that full compliance with all applicable PROWAG standards may not be possible or practicable in an existing urban environment. As such, the US Access Board provided a standard provision which states the following:
“Where existing physical constraints make it impracticable for altered elements, spaces, or facilities to fully comply with the requirements for new construction, compliance is required to the extent practicable within the scope of the project.” For areas in which there is limited right-of-way or other physical constraints limiting the ability to fully meet PROWAG standards, the EXP team, with the approval of the City, proposes to instead meet current City standards.

Separate from the above, the portion of Glendora Avenue that crosses under SR-210 will need to comply with current Caltrans Standards as defined in the Highway Design Manual (HDM) and Design Information Bulletin (DIB) No. 82.

The table below summarizes the most relevant ADA standards between each agency:

STANDARD PROWAG CITY CALTRANS
Minimum Landing Zone
behind a Curb Ramp 4’ x 5’ 4’ x 4’ 4’-2” x 5’
Running Grades of Curb
Ramp
5% (min)

8.3% (max)
5% (min)

7.5% (max)
Maximum Cross-Slope
of ADA Access Path 2% 2% 1.5%
Minimum Clear Space
Behind Obstruction 4’ 3’ 4’
The EXP Team understands that many physical constraints exist along Glendora Avenue including traffic signals and cabinets, streetlights, and power poles. In addition, right-of-way is incredibly limited along this corridor, with each impact having a significant affect on the corresponding property. In
recognition of these facts, EXP has identified two primary build alternatives which each offer a unique, innovative solution to ensure ADA access is provided throughout the entire corridor.

Both alternatives include pavement rehabilitation and new signing and striping throughout the corridor.

Exhibit 3 – Section View of Option 2
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Alternative 1
The first alternative offers the least amount of property impacts and the most aesthetic appeal by proposing to underground the existing SCE power poles as shown in Exhibit 5 below.

Each curb ramp along the corridor will be upgraded to meet current ADA standards as shown in Exhibits 6.a and 6.b
below.

Each driveway throughout the corridor will be reconstructed per PROWAG and City standards to include an ADA-access
path as shown in Exhibits 7.a and 7.b below.

Additional sidewalk areas will be constructed around
existing trees and streetlights to provide ADA access while minimizing impacts to adjacent propertie, shown in Exhibits

8.a and 8.b below.

Exhibit 9 on the following page shows the full geometrics and anticipated impacts for this alternative.

Exhibit 5 – Proposed Typical Section for Alternative 1
Exhibit 6.a – Existing
Curb Ramp
Exhibit 6.b – Proposed
ADA Curb Ramp
Exhibit 7.a– Existing
Driveway
Exhibit 7.b – Proposed Driveway and Access
Path
Exhibit 8.a – Existing
Sidewalk
Exhibit 8.b – Proposed
ADA Access Path
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Exhibit 9 | Proposed Geometrics for Alternative 1 - Sheet 1 City of Glendora | Water and Street improvements at Glendora Avenue from Gladstone Street to Route 66
PROJECT UNDERSTANDING AND APPROACH | 7 Item #12. Page 44 Meeting Date: 1/28/2025 / Packet Page #: 223
Exhibit 9 | Proposed Geometrics for Alternative 1 - Sheet 2 City of Glendora | Water and Street improvements at Glendora Avenue from Gladstone Street to Route 66
PROJECT UNDERSTANDING AND APPROACH | 8 Item #12. Page 45 Meeting Date: 1/28/2025 / Packet Page #: 224
Exhibit 10.a – Existing Sidewalk
Behind Power Pole
Exhibit 10.b – Proposed
Sidewalk Behind Power Pole
Alternative 2
The second alternative impacts more properties than
Alternative 1 but allows the SCE poles to remain in their current location as shown in Exhibit 11 below.

While all curb ramps and driveways will be reconstructed similar to Alternative 1, additional sidewalk will be
constructed around the existing SCE poles to provide ADA access while minimizing impacts to adjacent properties as shown in Exhibits 10.a and 10.b to the right..

Exhibit 12 on the following page shows the full geometrics and anticipated impacts for this alternative.

The EXP team recognizes that there are multiple solutions to address the project goals, and that a true evaluation of each one requires extensive engagement from the project stakeholders. The EXP Team looks forward to holding a design criteria meeting with the City to identify other possible alternatives and evaluate each’s benefits to the project and community along with their corresponding costs and impacts. In preparation of this, the EXP team has identified six (6) key challenges and potential solutions as shown in the Challenges and Solutions Map in Exhibit 13 on the following page.

Exhibit 11 – Proposed Typical Section for Alternative 2 PROJECT UNDERSTANDING AND APPROACH | 9
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Exhibit 12 | Proposed Geometrics for Alternative 2 - Sheet 1 City of Glendora | Water and Street improvements at Glendora Avenue from Gladstone Street to Route 66
PROJECT UNDERSTANDING AND APPROACH | 10 Item #12. Page 47 Meeting Date: 1/28/2025 / Packet Page #: 226
Exhibit 12 | Proposed Geometrics for Alternative 2 - Sheet 2 City of Glendora | Water and Street improvements at Glendora Avenue from Gladstone Street to Route 66
PROJECT UNDERSTANDING AND APPROACH | 11 Item #12. Page 48 Meeting Date: 1/28/2025 / Packet Page #: 227
Exhibit 13 | Challenges and Solutions Map

CHALLENGES SOLUTIONS
1 Water main conflicts: A
high-pressure gas line was
bored through Glendora
Avenue resulting in direct
conflicts with the water
main.

Pothole the gas line at 100’ intervals
to determine the true location of the
gas line as it relates to the water main.

Engage Southern California Gas
Company early in the design phase
to determine the most appropriate
resolution.
2 Utility infrastructure
conflicts: Other utility
infrastructure (including
storm drain, sewer,
electrical, communications)
is present along Glendora
Avenue; obtaining standard
clearance between the
water main and other
existing utility infrastructure
may not be feasible.

Engage the California State Water
Resources Control Board early in the
design and submit Division of Drinking
Water (DDW) waivers for any portion
of the water main that does not meet
current design standards.
3 ADA conflicts: Existing
SCE power poles conflict
with providing an ADAaccessible path throughout
the corridor.

Engage SCE early on in the design
to determine the most appropriate
resolution based on the project goals.

If relocation or undergrounding is
required, the EXP team will work
extensively and collaboratively with
SCE to avoid schedule delays.
4 Limited right-of-way:

Right-of-way is incredibly
limited along the corridor,
with any impacts having
a potentially significant
effect on the corresponding
properties.

Work with the City and key
stakeholders to develop a
comprehensive, innovative design that
meets the goals of the project while
minimizing impacts to the adjacent
property owners.
5 Crossing Big Dalton
Wash: Glendora Avenue
crosses Big Dalton Wash
within the project footprint,
triggering the need for
regulatory permits.

Engage LACFCD and regulatory
agencies early on and confirm the
required regulatory permits. The
EXP team will prepare and submit the
regulatory permit packages as soon
as possible to avoid schedule delays.
6 Traveling under I-210:

Glendora Avenue crosses
under I-210 within the
project limits.

Engage Caltrans early in the project
to confirm the appropriate approval
process, identify any concerns that
Caltrans may have and account for
them in the design process. This early
engagement will help ensure a smooth
approval process through Caltrans.

Challenges & Solutions Map
1: Water main conflicts 2: Utility conflicts 3: ADA conflicts 4: Limited right-of-way 5: Crossing Big Dalton Wash 6: Traveling Under I-210

DAWSON AVE

GLADSTONE ST

GLENDORA AVE
6 5

BIG DALTON WASH

BASELINE RD
ROUTE 66

GLENDORA AVE

COLORADO AVE
MAUNA LOA AVE 3 4
1 2
Approach: Glendora Avenue Water and Street Improvement Project City of Glendora | Water and Street improvements at Glendora Avenue from Gladstone Street to Route 66
PROJECT UNDERSTANDING AND APPROACH | 12 Item #12. Page 49 Meeting Date: 1/28/2025 / Packet Page #: 228
Geotechnical Investigation
While Glendora Avenue has recently been repaved between Baseline Road and Mauna Loa Avenue, the remaining
sections of the corridor need to be rehabilitated.

The EXP team has successfully delivered many pavement
rehabilitation projects throughout Southern California.

The geotechnical investigation for this project will include desktop research, field investigations, and laboratory testing.

A visual condition survey of the existing pavement will also be conducted with the degree of pavement distress
observed and document to identify areas that require
pavement rehabilitation. The data will then be analyzed to determine appropriate rehabilitation strategies for the project and compiled into a final Geotechnical Report which will then be incorporated into the project during the design process..

Utility Coordination
Monument will lead the utility coordination effort for the project, bringing a wealth of experience and proven success in navigating complex utility coordination efforts while fostering a continued working relationship that spans a multitude of projects over the years.

The following ten utility owners have been identified by DigAlert as possibly having facilities present within the project footprint:
• City of Glendora
• Covina Irrigation Company
• Crown Castle
• Frontier
• LA County Flood Control
• MCI – Verizon Business
• Southern California Edison
• Southern California Gas – Distribution
• Southern California Gas – Transmission
• Spectrum
Recognizing the potential impacts on aboveground electrical and communication facilities as well as underground
electrical, gas, water, sewer, and storm drain pipelines, the EXP team will identify the location of each utility and provide a comprehensive examination of all potential utility conflicts that may stem from the proposed water and street improvements.
“No Conflict” letters will be drafted and sent to utilities that are not impacted by the proposed improvements. For any
utilities that are impacted by the proposed improvements, focus meetings will be held between the City, design team, and utility owners to discuss the design, utility conflict, relocation alternatives, and conflict resolution plans.

Early engagement with each utility purveyor is critical to avoiding major project delays and / or increased
project costs. Monument will leverage their longstanding relationships with many of the utilities listed above (including SCE and SoCal Gas) to ensure the utility coordination effort progresses without delays.

Environmental Approach
EGP will lead the environmental effort for the EXP team, bringing their wealth of knowledge and experience in
successfully navigating the requirements of numerous
approving and regulatory agencies.

The environmental document for the proposed
improvements is anticipated to be a CEQA Categorical
Exemption (CE) with the City serving as the lead agency.

LACFC confirmed that the portion of Big Dalton Wash that crosses under Glendora Avenue is not under the jurisdiction of the US Army Corps of Engineers (USACE), and as such, a Section 408 Clean Water Act (CWA) permit is not required thereby eliminating the need for a NEPA Environmental
Assessment (EA).

The following sections outline the technical studies that will be prepared in support of the CEQA CE.

Cultural Resources Technical Report
The EXP team will conduct a cultural resources study to identify whether such resources have been previously
recorded or are likely to be encountered within the Project Study Area. Under State regulations, cultural resources are assessed in terms of two types of resources: historic-in-age built-environment resources (e.g., historical buildings) and archaeological resources (e.g., prehistoric Native American sites, historic-period non-Native American sites). The EXP team proposes to conduct record searches for all cultural resources within the Project Study Area and a 0.5-mile radius, while the archaeological field survey would be conducted only within the Project Study Area. The record searches will identify previously recorded cultural resources and provide the information needed to assess the likelihood that unidentified cultural resources could be encountered within the Project Study Area.

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Upon completion of the above tasks, the EXP team will prepare a Cultural Resources Technical Report that will include a Project description and summarize all sources consulted, regulatory framework, background research, survey methods and results. The report will include a section analyzing the potential for impacts as defined in Appendix G of CEQA
Guidelines Section 15023 and if needed, recommendations for mitigation measures to avoid or reduce potentially significant impacts.

Paleontological Resources Technical Report
The EXP team will conduct a paleontological resource
assessment to determine the potential for paleontological resources to be present in the Project Study Area. The EXP team will prepare a paleontological resources assessment that summarizes the results of the desktop analysis and analyzes the potential for impacts as defined in Appendix G of CEQA Guidelines Section 15023. If needed, the report will also include recommendations for mitigation measures to avoid or reduce potentially significant impacts. The content of the report and recommended mitigation measures will
adhere to professional standards and best practices as developed by the Society for Vertebrate Paleontology (SVP).

Air Quality / Greenhouse Gas Emissions Technical
Memorandum
An air quality analysis will be prepared to meet City and South Coast Air Quality Management District (SCAQMD)
CEQA requirements. Impact analyses will be prepared consistent with the analytical methodology, technical requirements and significance criteria outlined by the SCAQMD in their CEQA Air Quality Handbook (as updated per the
SCAQMD website). The regulatory and environmental setting discussion will include a summary of relevant federal, State and local laws, rules and regulations; a summary of local pollutant concentration and climate data; descriptions of the affected resource areas for air quality and climate change; and identification/descriptions of sensitive receptor locations.

The greenhouse gas (GHG) emissions and climate change
analysis will be prepared to meet City and SCAQMD CEQA
requirements. The regulatory and environmental setting
discussion will include a summary of relevant federal, State and local laws, rules and regulations; a summary of potential climate change effects; a summary of State and local GHG emissions inventories; and historical climate data.

Noise and Vibration Technical Memorandum
The EXP team will analyze the project construction noise and vibration effects on sensitive receptors along both sides of Glendora Avenue throughout the Project Study Area. This scope of work assumes that the Project would not result in any long-term operational noise impacts because the Project will not cause any long-term changes to the Glendora Avenue travel lanes nor be traffic-inducing. The EXP team will summarize the methods and findings of the construction
noise and vibration study in a technical memorandum.

Biological and Jurisdictional Resources Technical
Memorandum
The Biological and Jurisdictional Resources Technical Memorandum will be prepared to address CEQA guidelines. The EXP team will conduct a literature review consisting of state biological resources databases and request a United States Fish and Wildlife Service (USFWS) species list using their online Information for Planning and Conservation (IPaC) Species List tool. The EXP team will also conduct a field survey to verify the existing conditions within the Project Study Area.

The Biological and Jurisdictional Resources Technical
Memorandum will include a description of the field methods used and the results of the biological field survey. The report will include a list of plant and animal species observed within the Project Study Area and a general description of the plant communities occurring. Tables describing sensitive species and their habitats that are present or potentially present will also be provided in the report. The Biological and Jurisdictional Resources Technical Memorandum will also identify and assess Project impacts on the existing biological resources in the Project Study Area.

The EXP will conduct a Jurisdictional delineation survey to determine the extent of waters of the U.S., waters of the State, and streambed or riparian habitat within the Project Study Area. EXP will document the results of field delineation within the Biological and Jurisdictional Resources Technical Memorandum and would be suitable for submittal to USACE, Regional Water Quality Control Borad (RWQCB), and CDFW for use in acquiring regulatory permits, if needed. The Biological and Jurisdictional Resources Technical Memorandum will include a map of aquatic features identified on-site, field measurements, regulatory analysis and descriptions of the various features found on-site, and photographs docu enting the features identified on-site.

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CEQA CE Memorandum / Notice of Exemption (NOE)
A CEQA CE Memorandum / NOE will be prepared upon
completion of the supporting technical studies. The CEQA CE Memorandum will summarize the proposed Project
and identify the reasons the proposed Project qualifies as a CEQA CE Memorandum. A Mitigation Monitoring and
Reporting Program (MMRP) will also be included. The NOE will be prepared and sent for approval by the City. Upon City approval, the NOE will be stamped and certified by the Los Angeles County Clerk.

Regulatory Permitting
The EXP team will coordinate and prepare the permit
application packages for the following permits, which are anticipated to be required by the corresponding regulatory agencies.
• USACE will likely require a Nationwide Permit to conduct activities in waters of the U.S. under Nationwide Permit 14 for Linear Transportation Projects.
• RWQCB will likely require a Water Quality Certification for discharges of dredge or fill materials to waters of the U.S. • CDFW will likely require a Streambed Alteration
Agreement under Section 1602 of the California Fish and Game Code.

Caltrans Coordination
The EXP team has extensive experience successfully
navigating the Caltrans project approval process for
projects such as the SR-210 /Waterman Avenue Interchange Improvement Project, SR-71 /Pine Avenue Interchange
Improvement Project, and the Seal Beach Boulevard
Pavement Rehabilitation Project. In addition, the following members of the EXP team have worked directly for Caltrans for much of their career and provide incomparable insight when navigating through Caltrans.
• Abdollah Ansari worked for Caltrans District 07 for
18 years. Specializing in highway design, drainage
engineering, construction management, encroachment
permits, environmental and transportation planning, and multi-agency coordination.
• Luis Betancourt (QA/QC Manager) worked in the
Caltrans HQ Project Delivery Office for 22 years.

Specializing in Geometric Standards, Roadway Design,
ADA & Bike Lane Design, and Project Approval Reports.
• Syed Raza worked for Caltrans District 08 for 29
years, specializing in in processing and delivery of
encroachment permit, local assistance and capital
projects.
•
Given that this project is considered non-complex by
Caltrans standards, and that Glendora Avenue has no direct connection to I-210, it is anticipated that this project will be processed as an encroachment permit project with
Caltrans District 7. The EXP team proposes to engage
Caltrans District 7 immediately following the City’s approval of the 30% submittal. A “pre-submittal” encroachment
permit application package will be submitted to Caltrans for review, with a focus meeting set up shortly after to discuss the proposed improvements with Caltrans to identify
any concerns that the District may have. This proactive approach offers ample time to address each potential
concern, thereby ensuring that an encroachment permit is expedited and approved during the Final Engineering Design phase.

Right-of-Way Acquisition Services
(Optional)
Task 4.A.1 of the RFP states that the selected Consultant will prepare a Right-of-Way Needs Map which will “serve as a resource for staff and other consultants in acquiring the necessary right-of-way.” However, if the City would like to add Right-of-Way Acquisition Services to this Contract, EXP’s utility subconsultant, Monument, has extensive experience in providing such services in-house and can add these
services to their scope of work if desired.

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Management Approach
Throughout the development and delivery of each project task identified in the Scope and Services section, EXP’s management approach will be based on working closely and collaboratively with the City of Glendora, LA County Flood Control, Caltrans District 7, utility purveyors including Southern California Edison and SoCal Gas, and other stakeholders in a true team environment to identify and resolve issues, communicate effectively, achieve consensus, and ultimately deliver the project successfully for construction. Collaboration and the establishment of working relationships that are based on mutual trust with project sponsors and stakeholders are management principles and practices that our Project Manager, Christine Brown, PE, and every individual on our team including subconsultants firmly believe in and consistently exercise on every project.

Project Management
As project manager, Christine will employ her local knowledge, hands-on technical expertise, and experience delivering multi-disciplinary projects to drive the schedule and ultimately the project to completion. Christine’s leadership and project management approach will focus on communication and collaboration to fully leverage the experience and expertise of the entire Project Development Team (PDT).

As the City’s prime consultant, we know that we have the responsibility and obligation to proactively coordinate with the City of Glendora and all key stakeholders to develop the design, mitigate risk, and identify practical solutions. To maintain effective communication and promote collaboration throughout the PDT, we plan to conduct the following:
• Weekly EXP Team Meeting – Held with EXP staff and subconsultants to discuss ongoing and upcoming tasks and to ensure PDT action items are addressed.
• Monthly PDT Meetings – Held with the City and all appropriate stakeholders to provide updates, address concerns, identify action items, and reduce project risks.
• Focus Meetings – Held as necessary between PDT meetings to resolve issues in a timely manner. • Submittal Meetings – Held with City staff to provide an overview of the submittal package and identify items that may require additional attention by the reviewers.
• Resolution Meetings – Held with City staff to resolve any questions and / or clarifications resulting from design review comments.

Ensuring that the scope of work, contract requirements, and expectations are clear from day one is key so the project delivery is efficient, and the project team is organized to a point that they can proactively adjust tasks and resources and propose solutions as challenges arise while maintaining the overall project schedule. To support this approach, Christine will prepare a Project Management Plan (PMP) as a tool to be used in managing the project and EXP team. The plan will include items such as those shown in Exhibit 14. The PMP will be submitted to the City for review within the first ten days of receiving the notice to proceed (NTP) and distributed to the EXP team for their use as it will be the road map for delivering the project successfully.

Exhibit 14 | Sample QA/QC Process

Project Team Contract Budget 

• Description
• Background
• Maintain
Purpose &
Need

Schedule Technical Quality 

• Roles &
Responsibilities
• Resources
• Communiction
Protocals
• Healthy & Safety
Protocols
• Scope of
Work
• Deliverables
• Controls
• Budgets
• Work
Breakdown
Structure
• Baseline
Schedule
• Critical Path
Updates
• Research Log
• Applicable
Standards
• Required
Software
• Quality
Management
Plan
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Quality
Christine and the entire EXP team, including subconsultants, recognize the direct correlation between quality and the successful delivery of a project. Therefore, one of our very first tasks will be the preparation of a tailored Quality Management Plan (QMP) that demonstrates our commitment to the City to facilitate an effective and efficient process for the development, review, and approval of all project contract documents. The QMP will promote uniformity in our Quality Review Process and emphasize the standards under which our team is expected to execute throughout the duration of the project and will be submitted to the City for review and approval within the first ten days of receiving NTP.

As Project Manager, Christine will work closely with our Quality Assurance and Quality Control (QA/QC) Lead, Luis Betancourt PE, who will be responsible for implementing and maintaining our QMP which will outline quality and document control requirements and define the timing and procedures for technical peer reviews, draft plan and document checks, and technical editing of written documentation. The QMP will be reviewed for effectiveness by Christine and Luis at each submittal milestone, and necessary revisions and adjustments to procedures will be made and submitted to the City for approval.

As the prime consultant, EXP will require the same standard of care and quality review procedures of our sub consultants.

Exhibit 13 graphically depicts our quality control (QC) review process for each deliverable.

Exhibit 15 | Sample QA/QC Process
Discipline 

REVIEWS
INTERDiscipline

REVIEWS

INDEPENDENT

REVIEWS

QUALITY
ASSURANCE 

Performed by:

Technical Leaders
GOAL: To validate all
components within a
discipline, including:
• Calculations
• Conformance with
standards
• Studies/reports
• Plans
• Quantities
Performed by:

Project managers &
technical leaders
GOAL: Provide consistency
and to eliminate
interferences among
disciplines, including:
• Studies/reports
• Plans
• Specifications
• Quantities
• Estimates
Performed by:
quality manager
GOAL: Verify quality control
process is in conformance
with procedures prior
to submission to client,
including reviews of:
• Closeout of comments
• Quality control
documentation
• Checklists & signatures
Performed by:

Technical experts &
Constructability team
GOAL: Depending on project
complexity, peer reviews by
independent teams will be
performed. Constuctability
reviews target the following:
• Thoroughness and
completeness
• Staging and traffic
• Schedule
• Reduce claims potential
Project Schedule
As the project manager, Christine will utilize all the tools available to proactively manage resources, identify risks, and successfully execute each task and deliverable. Throughout her career, Christine has realized that a detailed schedule that focuses on tasks and not just deliverables, identifies the necessary resources in advance, and is updated continuously as a working document, is an invaluable tool to ensure a project is delivered on schedule, within the contracted budget, and ultimately meets the Owner’s expectations. Every project is likely to experience delays and challenges, but proper planning and real time schedule management have allowed Christine to adjust her resources, shift priorities, and re-align tasks to work within the agreed upon milestones.

A detailed Gantt chart schedule is provided under the Schedule tab. With an anticipated notice to proceed date of January 13, 2025, EXP commits to completing the project and being ready-to-list (RTL) by April 27, 2026.

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04 Scope and
Services
Item #12. Page 55
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4 | SCOPE AND SERVICES
Scope and Services
Task 1: As-Built Research, Investigation and Review
The EXP Team will coordinate directly with the City and project Stakeholders to obtain as-builts, technical reports and memoranda, and all other information available within and around the project footprint. Available data for current nearby projects such as “The People Movement Project” will be obtained as part of this effort. The information obtained will be reviewed by the EXP Team and referenced as needed throughout the project.

Task 2: Utility Research and Notification
The EXP Team will conduct a comprehensive and exhaustive utility investigation within the project area. Monument will kick off this effort for the EXP Team by drafting Utility Information Request letters for each utility purveyor identified in the DigAlert database. The letters will request information regarding location, size, depth, and material of each utility, along with any maps or as-built drawings available. These letters will then be submitted to the City to be sent to each respective utility at the 30%, 60%, 90%, and Final Design phases.

The information obtained as part of this effort with be used to develop a comprehensive utility base map and identify potential utility conflicts during each stage of the design process. The EXP Team will coordinate directly with the affected utility companies until a resolution is met. For any utilities not affected, a No Conflict Letter will be sent for their records.

This task includes the preparation of a detailed list of utility agencies, including contact persons, phone numbers, addresses, email addresses, dates of transmittals, agency record drawings, and responses concerning relocation or maintenance activities. The updated list will be provided to the City at each project milestone.

Deliverable Anticipated Submittal
to the City
Anticipated Submittal
to the Utility
Utility Request Letters 1/27/2025 2/3/2025
Utility Agency Contact List 3/17/2025 N/A
Utility submittals for conflict resolution and status 8/4/2025 8/11/2025 Copies of Information Requests As Prepared As Prepared
Submittal Log 30% - 6/16/2025
60% - 9/29/2025
90% - 1/19/2026
100% - 3/30/2026
N/A
City of Glendora | Water and Street improvements at Glendora Avenue from Gladstone Street to Route 66
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Task 3: Field Investigations
Task 3.a Geotechnical Investigation
The EXP Team will conduct a geotechnical investigation for the project. The investigation will include seven (7) borings and twenty-four (24) corings strategically located throughout the project in consideration of the proposed water main and traffic signal foundations as well as the proposed pavement rehabilitation. Recommendations will be compiled into a final Geotechnical Report which will be submitted to the City for review. GAI will lead the efforts for this investigation and will coordinate directly with the City, Caltrans, and DigAlert prior to beginning field work.

Task 3.b Topographic Survey
The EXP Team, led by CL Surveying & Mapping, will perform a topographic survey of Glendora Avenue from Gladstone
Avenue to Route 66, including 50’ beyond the curb returns of each intersecting street. Supplemental field topographic survey will be performed for up to fifty (50) parcels where additional street right-of-way will be acquired. Horizontal and vertical control will be established based on the California Coordinate System and Local County / City requirements.

The base map will also include centerline and right-of-way / property lines per recorded maps.

Task 3.c Potholing
The EXP Team will identify pothole locations based on the research obtained in Tasks 1 and 2 above, and in consideration of the proposed traffic signal foundations and water main improvements. It is anticipated that 100 potholes will be required in support of the proposed improvements. This task also includes surveying each pothole to identify the horizontal and vertical locations which will then be referenced on the project base maps.

Task 4: Preliminary Design and Final
Engineering Design
Task 4.a: Preliminary Alignment Design
The EXP team will prepare preliminary plans (30% design) based on information obtained in Tasks 1 through 3 above.

The preliminary plans will include the following items:
• Preliminary water main layout, including dimensions to all existing utilities.
• Preliminary accessibility ramp layouts compliant with PROWAG design guidelines.
• Preliminary traffic signal and equipment locations.
• Preliminary right-of-way constraints and impacts.
• Preliminary identification of any structures that need to be removed or reconstructed due to conflicts.
• A Rough Order of Magnitude (ROM) Cost Estimate that
includes each item above.

Task 4.a.1: Right-of-Way Needs Map
The EXP Team will also prepare a preliminary Right-of-Way Needs Map as part of the 30% submittal. The Map will include the Assessor’s Parcel Number (APN) and approximate square footage required to accommodate all proposed improvements where necessary.

Task 4.a.2: Environmental Document and
Regulatory Permitting
The environmental document for the proposed improvements is anticipated to be a CEQA Categorical Exemption (CE) with the City as the lead agency. It is assumed that the affected portion of the Big Dalton Wash is not under the jurisdiction of USACE and therefore a NEPA Environmental Assessment (EA) and the Section 408 Clean Water Act (CWA) permit is not required.

The EXP Team will develop the Environmental Footprint Map and Technical Study Project Description which will be used in the preparation of the following supporting technical reports.

Cultural Resources Technical Report
The EXP Team will conduct a cultural resources study to identify whether such resources have been previously recorded or are likely to be encountered within the Project Study Area, along with potential avoidance or mitigation measures should such resources be encountered. This task will include a Cultural Resources Desktop Analysis and Field Survey, Sacred Lands Files and Native American Outreach, and the preparation of the Cultural Resources Technical Report.

Paleontological Resources Technical Report
The EXP Team will conduct a paleontological resource
assessment to determine the potential for paleontological Deliverable Anticipated Submittal
to the City
Geotechnical Report 5/14/2025
Deliverable Anticipated Submittal
to the City
Preliminary Plans (30% Design
Level)
6/16/2025
ROM Cost Estimate 6/16/2025
Right-of-Way Needs Map 8/4/2025
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City of Glendora | Water and Street improvements at Glendora Avenue from Gladstone Street to Route 66
Item #12. Page 57
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resources to the present in the Project Study Area, along with potential avoidance or mitigation measures should such resources be present. This task includes a Paleontological Resources Desktop Analysis to be utilized in the preparation of the Paleontological Resources Technical Report.

Air Quality / Greenhouse Gas Emissions Technical
Memorandum
The EXP Team will conduct an Air Quality / Greenhouse Gas Emissions Impact Analysis and mitigation measures will be developed to address any significant impacts.

Noise and Vibration Technical Memorandum
The EXP Team will analyze the project construction noise and vibration effects on sensitive receptors along both sides of Glendora Avenue throughout the Project Study Area and summarize the findings in the Noise and Vibration Technical Memorandum.

Biological and Jurisdictional Resources Technical
Memorandum
The EXP Team will conduct a literature review consisting of state and federal biological resources databases. A field survey will also be conducted to identify the existing biological resources and map jurisdictional aquatic resources within the Project Study Area. The EXP Team will also conduct a Jurisdictional delineation survey to determine the extent of waters of the U.S., waters of the State, and streambed or riparian habitat within the Project Study Area. The findings will be documented in the Biological and Jurisdictional Resources Technical Memorandum.

It is also anticipated that the USACE Nationwide Permit, RWQCB Water Quality Certification, and CDFW Streambed
Alteration Agreement will be required to address Project impacts to jurisdictional aquatic resources. These are further detailed in Task 5 below.

CEQA CE Memorandum / Notice of Exemption (NOE)
A CEQA CE Memorandum / NOE will be prepared following the completion of the supporting technical studies. The CEQA CE Memorandum will summarize the proposed improvements and identify the reasons the proposed Project qualifies as a CEQA CE Memorandum. The NOE will be prepared concurrently and sent to the City for approval.

Task 4.c: Final Engineering Design
Upon the City’s review and acceptance of the proposed
improvements outlined in the 30% submittal, the EXP Team will begin preparing a complete set of construction drawings for Glendora Avenue from Gladstone Avenue to Route 66
(approximately 52 sheets). Submittals will be made for the 60%, 90%, and 100% milestones and will incorporate City and Stakeholder comments from the previous submittal reviews.

Specifications, cost estimate, and bid schedule will be included as part of the final construction package and further detailed in Tasks 7 and 8 below. Concurrent reviews between City and Stakeholders are proposed to expedite the project schedule.

Deliverable Anticipated Submittal
to the City
Project Area Limit (PAL) Map 1/31/2025
Purpose and Need Statement 2/14/2025
Cultural Resources Technical
Report
9/15/2025
Paleontological Resources
Technical Report
9/15/2025
Air Quality / Greenhouse
Gas Emissions Impact
Analysis
9/8/2025
Noise and Vibration
Technical Memorandum
9/8/2025
Biological and Jurisdictional
Resources Technical
Memorandum
9/15/2025
CEQA CE / NOE 10/28/2025
Deliverable Anticipated Submittal
to the City
Construction Drawings (60%
Design Level)
9/29/2025
Construction Drawings (90%
Design Level)
1/19/2026
Final Construction Drawings
(100% Design Level)
3/30/2026
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City of Glendora | Water and Street improvements at Glendora Avenue from Gladstone Street to Route 66
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Task 5: Permitting and Agreements
The EXP Team will work with Stakeholders and Regulatory Agencies to obtain the necessary permits and agreements required for the proposed improvements. It is anticipated that a permit or agreement will be required from the following Stakeholders:
• LA County Flood Control
• Caltrans District 7
• Southern California Gas Company
• Southern California Edison
It is anticipated that the following regulatory agencies will require permits to address Project impacts:
• USACE
• RWQCB
• CDFW
This task will begin following the City’s approval of the proposed improvements outlined in the 30% submittal and will continue until the permit or agreement is obtained.

Task 6: Low Impact Development Design
The EXP Team will conduct a thorough assessment of the
project during the 90% design phase to identify potential Low Impact Development (LID) opportunities within the right-ofway. Focus meetings will be held with the City to evaluate the LID opportunities based on their feasibility and in consideration of the City’s funding constraints.

TAsk 7: Engineer’s Quantity and Cost
Estimate
The EXP Team will prepare the Engineer’s Opinion of Probable Construction Cost (EOPCC) and submit alongside the 60%, 90%, and 100% Construction Drawings, revising as necessary to address any City review comments. The project Bid Schedule will be updated and provided at the 90% and 100% submittals.

TAsk 8: Construction Specifications and
Bid Documents
The EXP Team will prepare the Construction Technical Specifications and Bid Documents using the Standard Specifications for Public Works Construction (Greenbook) and the City of Glendora Standard Plans, Specifications, and Bid Item Descriptions.

Submittals will be made alongside the 90% and 100% Construction Drawings and EOPCC submittals, revising as necessary to address any City review comments.

TAsk 9: Plan Interpretation and Bidding
Assistance
The EXP Team will provide comprehensive assistance during the bidding process, including responding to bidders’ questions and preparing necessary addenda to the plans and specifications for the City’s review and approval. Following the completion of the bidding process, the EXP Team will prepare a set of conformed plans and specifications which incorporate all addenda and changes made during the bidding phase.

Deliverable Anticipated Submittal
to the City
Permits and Agreements As Approved by Agencies
Deliverable Anticipated Submittal
to the City
Preliminary LID Opportunities 11/10/2005
Deliverable Anticipated Submittal
to the City
60% EOPCC 9/29/2025
90% EOPCC and Bid Schedule 1/19/2026
100% EOPCC and Bid
Schedule
3/30/2026
Deliverable Anticipated Submittal
to the City
90% Technical Specifications
and Bid Documents
1/19/2026
100% Technical
Specifications and Bid
Documents
3/30/2026
Deliverable Anticipated Submittal
to the City
Conformed Construction
Package
1 week following the
conclusion of the bidding
process
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Task 10: Construction Support and
Submittal Review
The EXP Team will provide construction support including attending the pre-construction meeting, tracking and responding to Requests for Information (RFIs) and submittals by the Contractor.

Task 11: Meetings and Site Visits
The EXP Team will attend the following meetings and site visits:
• (1) Kickoff Meeting
• (1) Background Materials Meeting
• (2) Site Visits
• (3) Design Review Meetings
• (5) Utility Coordination Meetings
• (1) Pre-Construction Meeting
• (16) Monthly Project Development Team Meetings
Task 12: As-Built Drawings
The EXP Team will prepare detailed record drawings that reflect all modifications and updates made during the construction phase. The drawings will be stamped “Record Drawing” and signed by the engineer of record.

Task 13: Project Management
EXP will manage, monitor, and review the project for conformance with standards, policies, and procedures along with coordinating with the City and Stakeholders as required throughout the project. Monthly progress reports will also be provided to document the progress on the project
Deliverable Anticipated Submittal
to the City
Conformed Construction
Package
1 month following
the completion of
construction activities
SCOPE AND SERVICES | 22
City of Glendora | Water and Street improvements at Glendora Avenue from Gladstone Street to Route 66
Item #12. Page 60
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Schedule 05
Item #12. Page 61
Meeting Date: 1/28/2025 / Packet Page #: 240
ID Task Name Duration Start Finish
1 PROJECT MANAGEMENT AND COORDINATION 336 days Mon 1/13/25 Mon 4/27/26 2 Notice to Proceed (NTP) 1 day Mon 1/13/25 Mon 1/13/25 3 Kickoff Meeting 1 day Mon 1/20/25 Mon 1/20/25
4 Project Management and Coordination 336 days Mon 1/13/25 Mon 4/27/26 5 RESEARCH AND DATA COLLECTION 325 days Mon 1/20/25 Fri 4/17/26 6 As-Built Research 5 days Mon 1/20/25 Fri 1/24/25
7 Utility Research and Coordination 325 days Mon 1/20/25 Fri 4/17/26 8 Utility Letters 5 days Mon 1/20/25 Fri 1/24/25
9 City Review 5 days Mon 1/27/25 Fri 1/31/25
10 Notifications 1 day Mon 2/3/25 Mon 2/3/25
11 Receive Responses 20 days Mon 2/3/25 Fri 2/28/25
12 Base Mapping 10 days Mon 3/3/25 Fri 3/14/25
13 Field Review 1 day Mon 3/17/25 Mon 3/17/25
14 Background Materials Meeting 1 day Tue 3/18/25 Tue 3/18/25 15 Utility Conflict Exhibit / Potholing Plan 5 days Mon 7/14/25 Fri 7/18/25 16 City Review 1 day Mon 7/21/25 Mon 7/21/25
17 Potholing 10 days Mon 7/28/25 Fri 8/8/25
18 Utility Coordination and Focus Meetings 180 days Mon 8/11/25 Fri 4/17/26 19 Geotechnical Investigation 60 days Wed 3/19/25 Tue 6/10/25 20 Boring / Coring Plan 5 days Wed 3/19/25 Tue 3/25/25
21 QC Review 2 days Wed 3/26/25 Thu 3/27/25
22 City Review and Approval 3 days Fri 3/28/25 Tue 4/1/25 23 Geotechnical Investigation and Report 20 days Wed 4/2/25 Tue 4/29/25 24 QC Review 10 days Wed 4/30/25 Tue 5/13/25
25 City Review and Approval 20 days Wed 5/14/25 Tue 6/10/25 26 Topographic Survey 140 days Mon 1/20/25 Fri 8/1/25
27 Topographic Survey 20 days Mon 1/20/25 Fri 2/14/25
28 QC Review 5 days Mon 2/17/25 Fri 2/21/25
29 City Review and Approval 5 days Mon 2/24/25 Fri 2/28/25 30 Supplemental On-Site Topography 20 days Mon 6/23/25 Fri 7/18/25 31 QC Review 5 days Mon 7/21/25 Fri 7/25/25
32 City Review and Approval 5 days Mon 7/28/25 Fri 8/1/25 33 ENVIRONMENTAL 304 days Mon 1/27/25 Thu 3/26/26
34 Project Area Limit (PAL) Map 5 days Mon 1/27/25 Fri 1/31/25 35 Purpose and Need Statement 10 days Mon 2/3/25 Fri 2/14/25 36 Technical Studies 41 days Mon 7/14/25 Mon 9/8/25
37 Cultural Resources Technical Report 36 days Mon 7/14/25 Mon 9/1/25 38 Paleontological Resources Technical Report 36 days Mon 7/14/25 Mon 9/1/25 39 Air Quality / Greenhouse Gas Emissions Technical Memorandum 36 days Mon 7/14/25 Mon 9/1/25 40 Noise and Vibration Technical Memorandum 36 days Mon 7/14/25 Mon 9/1/25 CITY

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EXP TEAM

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CBELOW

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EXP
CITY
GAI
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O N D J F M A M J J A S O N D J F M A M J J A S O
2025 2026

CITY OF GLENDORA

GLENDORA AVENUE WATER AND STREET IMPROVEMENTS

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Glendora City CouncilJanuary 28, 2025

Glendora City Council
January 28, 2025