Agenda packet — Placentia City Council, July 19, 2022 (part 2 of 4)

(Use of City Bond Form is Required)

LABOR AND MATERIAL PAYMENT BOND

PUBLIC WORK (CALIFORNIA)
KNOW ALL MEN BY THESE PRESENT:

WHEREAS, , as Principal, has
entered into a contract dated , with the City of Placentia (Obligee) referred to and made a part hereof to perform the following work, to wit: ADA Access Ramp Installation Project and all appurtenant work in accordance with PROJECT NO. 1305, which requires Principal to file this bond to secure claims made in relation to the project.

NOW THEREFORE, we, , as Principal,
and , a corporation organized under the
laws of and duly authorized to transact business in the State of California, as Surety, are held firmly bound unto the City of Placentia, as Obligee, and all sub- contractors, laborers, material persons and other persons employed in the performance of the referenced agreement, in the sum of
Dollars (S .00;, lawful money of the United States of America, for the payment whereof well and truly to be made the Principal and Surety bind themselves, their heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents.

If the above bounden PRINCIPAL, his or its heirs, executors, administrators, successors, assigns, or any of his or its sub -contractors, fails to pay for any materials, provisions, provender, or other supplies, or teams, implements or machinery, used in, upon, for or about the performance of the work contracted to be done, or for any work or labor to persons named in Section 9100 or the Civil Code, thereon of any kind, or for amounts due under the Unemployment Insurance Code with respect to such work or labor deducted, withheld and paid over to the Employment Development Department from the wages of employees of the contractor and sub -contractors pursuant to Section 13020 of the Unemployment Insurance Code, that the SURETY on this bond will pay the same, in an amount not exceeding the sum specified in this bond, AND ALSO, in case suit is brought upon this bond, a reasonable attorney's fee, which shall be awarded by the court to the prevailing party in said suit, said attorney's fee to be taxed as costs in said suit and to be included in the judgment herein rendered.

As part of the obligation secured hereby, the SURETY shall not be exonerated or released from the obligation of the bond by any change, alteration, or modification in or of any contract, plans, specifications, or agreement pertaining or relating to any scheme or work of improvement or pertaining or relating to the furnishing of labor, materials, or equipment therefor, nor by any change or modification of any terms of payment or extension of the time for any payment pertaining or relating to any scheme of work of improvement, nor by any rescission or attempted rescission of the contract, agreement or bond, nor by any conditions precedent or subsequent in the bond attempting to limit the right of recovery of claimants otherwise entitled to recover under

Project No. 1305

Page 2 of 2 ends

any such contract or agreement, or under the bond, nor, where the bond is given for the benefit of claimants, by any fraud practiced by any person other than the claimant seeking to recover on the bond.

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

This bond is executed for the purpose of complying with the laws of the State of California and shall inure to the benefit of any of the persons named in Section 9100 of the Civil Code of the State of California.

IN WITNESS THEREOF, we have hereunto set our hands and seals this day of , 2022.
(Corporate Seal)
Principal
By
Title
(Corporate Seal)
Principal
By
Title
APPROVED AS TO FORM:
/s/ Christian L. Bettenhausen
City Attorney

Project No. 1305

Page 1 of 1 ends

(Use of City form is required)

SUPPLEMENTAL INFORMATION TO BE COMPLETED BY PRINCIPAL
If an individual, so state. If a firm or co -partnership, state the firm and give the names of all individual co-partners composing the partnership. If a Corporation, state legal name of corporation; state also the names of the president, secretary, treasurer and manager thereof.

Business Address:

Telephone Number:

Date:

Print Name:

Principal
Signature:

Title

Project No. 1305

Page 1 of 1 ends

(Use of City form
is required)

TAX IDENTIFICATION NUMBER
The Tax Equity and Fiscal Responsibility Act of 1982 requires the payer (City of Placentia) to report to the Internal Revenue Service taxable payments to payees.

You (as a payee) are required by law to provide us with your Taxpayer Identification Number (if an individual or partnership, your Social Security Number). If you do not provide us with your correct identification number, you may be subject to a penalty imposed by the Internal Revenue Service. The payments subject to withholdings may include, but are not limited to, interest, dividends, or other payments the City of Placentia and/or the Placentia Redevelopment Agency made to you. Other payments may include rents, royalties, commissions and fees for service of non -employees.

If you are exempt from income tax, we are still required, by law, to maintain a Tax Identification Number on file. PLEASE PROVIDE YOUR TAX IDENTIFICATION NUMBER next to the appropriate listing below, sign, date and return to:

CITY OF PLACENTIA FINANCE DEPARTMENT
401 E. Chapman
Placentia, CA 92870
Exempt: Yes No Telephone ( )
CORPORATION:

U.S.A. OR ANY AGENCIES THEREOF:

IRS CODE #501 TAX-EXEMPT ORGANIZATION:

A NON-COMMISSIONED CITY OF PLACENTIA EMPLOYEE:

SOLE PROPRIETOR:

A PARTNERSHIP:

OTHER: (Explain)
Signature/Title: Date:

Project No. 1305

BID GUARANTEE

TO THE CITY OF PLACENTIA
PROJECT NO. 1305
As a material inducement to the City to award the contract for Project No. 1305 to Martinez Concrete Inc, the undersigned ("Guarantor") has agreed to enter into this guarantee. The Guarantor hereby unconditionally guarantees to the fullest extent allowed by law the following work included in this project: ADA Access Ramp Installation Project ("the work").

Guarantor guarantees that the materials and equipment used by itself and its subcontractors will be free from defects and that the work will conform to the plans and specifications. Should any of the materials or equipment prove defective or should the work as a whole, or any part thereof, prove defective for any reason whatsoever (except due to intentional torts by the City), or should the work as a whole or any part thereof fail to operate properly or fail to comply with the plans and specifications, Guarantor will, at the City's sole election: 1) reimburse the City, upon written demand, for all of the City's expenses incurred replacing or restoring any such equipment or materials, including the cost of any work necessary to make such replacement or repairs; or 2) replace any such defective material or equipment and repair said work completely, all without any cost to the City. Guarantor further guarantees that any such repair work will conform to the plans and specifications for the project. This guarantee will remain in effect for five years from the date on which the contracted for work is accepted for use by the City.

Guarantor understands and agrees that the City shall have the unqualified option to make any replacements or repairs itself or to have such replacement, repair, performed by the undersigned. The City shall have no obligation to consult with Guarantor before the City proceeds to perform any repair, replacement, or work itself. If the City elects to have Guarantor perform said repair, replacement, or work, Guarantor agrees that the repair, replacement, or work shall be performed within 15 days after receipt of a written demand from the City.

If the City elects to perform the replacement, repairs itself, Guarantor agrees to make reimbursement payment within 15 days after receipt of a written demand for payment from the City.

If the Guarantor fails or refuses to comply with this guarantee, the City shall be entitled to all costs and expenses, including attorneys and expert fees, reasonably incurred by reason of Guarantor's failure or refusal.

Guarantor
Contractor:

Title:

Date:

By:

Project No. 1305

STATEMENT OF NON -COLLUSION BY CONTRACTOR
The undersigned who submits herewith to the City of Placentia a bid or proposal does hereby certify:
a. That all statements of fact in such bid or proposal are true; b. That such bid or proposal was not made in the interest of or on behalf of any undisclosed person, partnership, company, association, organization or corporation; c. That such bid or proposal is genuine and not collusive or sham; d. That said bidder has not, directly or indirectly by agreement, communication or conference with anyone, attempted to induce action prejudicial to the interest of the City of Placentia or of any other bidder or anyone else interested in the proposed procurement; e. Did not, directly or indirectly, collude, conspire, connive or agree with anyone else that said bidder or anyone else would submit a false or sham bid or proposal, or that anyone should refrain from bidding or withdraw his bid or proposal;
f. Did not in any manner, directly or indirectly seek by agreement, communication or conference with anyone to raise or fix the bid or proposal price of said bidder or of anyone else, or to raise or fix any overhead, profit or cost element of his bid or proposal price, or that of anyone else; Did not, directly or indirectly, submit his bid or proposal price or any breakdown thereof, or the contents thereof, or divulge information or data relative thereto, to any corporation, partnership, company, association, organization, bid depository, or to any member agent thereof, or to any individual or group of individuals, except to the City of Placentia, or to any person or persons who have a partnership or their financial interest with said bidder in his business. h. Did not provide, directly or indirectly to any officer or employee of the City of Placentia any gratuity, entertainment, meals, or anything of value, whatsoever, which could be objectively construed as intending to invoke any form of reciprocation or favorable treatment. i. That no officer or principal of the undersigned firm is related to any officer or employee of the city by blood or marriage within the third degree or is employed, either full or part time, by the City of Placentia either currently or within the last two (2) years.

That no officer or principal of the undersigned firm nor any subcontractor to be engaged by the principal has been convicted by a court of competent jurisdiction of any charge of fraud, bribery, collusion, conspiracy or any other act in violation of any state or federal antitrust law in connection with the bidding upon award of, or performance of, any public work contract, with any public entity, within the last three years.
g.

J•
I certify, under penalty of perjury under the laws of the State of California, that the foregoing is true and correct and that this certification was executed:

On at California.

Firm
Street
City State Zip
(Signature)
(Print Name & Title)

Project No. 1305

CITY OF PLACENTIA

PERFORMANCE BOND
KNOW ALL MEN BY THESE PRESENT: That,
WHEREAS, the CITY OF PLACENTIA (hereinafter called the "City") has awarded to MARTINEZ CONCRETE INC, a California corporation (hereinafter "Principal"), an Agreement, dated July 19, 2022 ("Agreement") whereby Principal agreed to provide construction services including ADA Access Ramp Installation Project, City Project No. 1305; WHEREAS, the Public Work to be performed by the Principal is more particularly set forth in the Agreement which is incorporated herein by reference and made a part hereof; and WHEREAS, said Principal is required under the terms of the Agreement to furnish a bond for the faithful performance of the Agreement;
NOW, THEREFORE, we, ., as Principal, and as Surety, are held and firmly bound unto the City in the sum of
Dollars ($ ) this amount being not less than one hundred percent (100%) of the total contract price under Agreement, lawful money of the United States of America for payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, and successors jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH THAT, the obligation shall become null and void if the above -bounded Principal, his or its heirs, executors, administrators, successors, or assigns, shall in all things stand to and abide by well and truly keep and perform all the undertakings, terms, covenants, conditions, and agreements in the said Agreement and any alteration thereof, made as therein provided, all within the time and in the manner therein designated and in all respects according to their true intent and meaning, and shall indemnify and save harmless the City, its officer, agents and employees, as therein stipulated; otherwise it shall be and remain in full force and virtue.

As a part of the obligation secured hereby, and in addition to the face amount specified, costs and reasonable expenses and fees shall be included, including reasonable attorneys' fees, incurred in successfully enforcing the obligation on the bond, all to be taxed as costs and included in any judgment rendered.

The said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or modification of the Agreement, the contract documents or of the work to be performed thereunder, shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extensions of time, alteration or modification of Agreement, the contract documents or of the work to be performed thereunder.

Surety's obligation shall be a guarantee of payment and performance and shall not be diminished by any bankruptcy or reorganization in bankruptcy or liquidation or the result of the foregoing or otherwise of Principal. Accordingly, the filing of any petition in bankruptcy or for rearrangement or reorganization or liquidation (or proceedings similar in purpose or effect) of Principal under any federal or state laws ("Insolvency Case") will not toll or delay the date due for payment or performance hereunder as more particularly specified in of the Construction Management Agreement. The City shall be not be required to await the outcome of an Insolvency Case or to enforce any of their respective rights under the Agreement, respectively, prior to obtaining payment in full from Surety. If for any reason payment received by the City in respect of the obligations of the Principal under the Agreement guaranteed pursuant to this bond is rescinded or must be returned or restored by the City, this bond shall be automatically reinstated and shall continue to be in effect as if such payment had not been made.

Collection of liquidated damages by City due to Principal's failure to timely achieve Substantial Completion shall not limit, modify, or act as an offset or credit against Surety's obligation to arrange for or cause the completion of the Public Work as and when required by the Agreement.

IN WITNESS WHEREOF three (3) identical counterparts of this instrument, each of which shall for all purposes be deemed an original thereof, have been duly executed by the Principal and Surety named herein, on the day of , 20 , the name and corporate seal of each corporate party being hereto affixed and these presents duly signed by its undersigned representative pursuant to authority of its goveming body. (Seal) (Seal)

Project No. 1305
SURETY
By

PRINCIPAL
By X
X

ADDRESS ADDRESS
APPROVED: Two (2) Notarized Signatures required from all Corporations.

CITY ATTORNEY

INSTRUCTIONS

1. The above bond must be executed by both the Principal and the Surety.

2. If the Principal is a corporation, the bond must be executed in the corporate name and signed by the President or a Vice - President and the Secretary or Assistant Secretary, and the corporate seal affixed. If the Principal is a partnership, all partners must sign it. If the Principal is an individual doing business under a fictitious name, it must be signed by all persons having an interest in the business, and the fictitious name must be signed also. The bond must be notarized by both the Principal and the Surety.

3. The City Attorney of the City of Placentia must approve the bond.

4. The bond, after approval, must be filed with the City Clerk of the City of Placentia.

Project No. 1305

EXHIBIT A

SCOPE OF SERVICES
The project includes providing all labor, materials, equipment, tools and incidentals as required to install new concrete ramps to meet ADA accessibility as shown in the sketches, Specifications and Contract Documents. The scope of work includes removal of existing sidewalk, curb and gutter and any other existing conditions to allow construction of new curb ramps, truncated domes, sidewalks, retaining curb, curb and gutter, cross gutters, driveways, pavement reconstruction, full depth AC slot pavement, relocation of existing signs and posts, installation and adjustment of pull boxes, pavement striping, markings, raised pavement markers, restoration of landscaping and irrigation system, and all items not mentioned but included in the plans and specifications. All work must be performed in accordance with the approved plans and specifications for this project.

SECTION C

PROPOSAL
for the

ADA ACCESS RAMP INSTALLATION PROJECT
CITY PROJECT NO. 1305
in the

CITY OF PLACENTIA
TO THE HONORABLE MAYOR AND MEMBERS OF THE COUNCIL OF PLACENTIA:

In compliance with the Notice Inviting Sealed Bids, the undersigned hereby proposes and agrees to perform all the work therein described, and to furnish all labor, material, equipment and incident insurance necessary therefor, in accordance with the Scope of Work as described on the Bid Documents and depicted in Appendix I. The undersigned agrees to perform the work therein to the satisfaction of and under the supervision of the City Engineer of the City of PLACENTIA, and to enter into a contract at the following prices. The undersigned agrees to complete the work within Sixty (60) working days, starting from the date of the Notice to Proceed or liquidated damages of $500 per day will be applied.

BIDDER declares that this proposal is based upon careful examination of the work site, plans, specifications, Instructions to Bidders and all other contract documents. If this proposal is accepted for award, BIDDER agrees to enter into a contract with AGENCY at the unit and/or lump sum prices set forth in the following Bid Schedule. BIDDER understands that failure to enter into a contract in the manner and time prescribed will result in forfeiture to AGENCY of the guaranty accompanying this proposal.

BIDDER understands that a bid is required for the entire work, that the estimated quantities set forth in the Bid Schedule are solely for the purpose of comparing bids, and that final compensation under the contract will be based upon the actual quantities of work satisfactorily completed. THE AGENCY RESERVES THE RIGHT TO DELETE ANY ITEM FROM THE CONTRACT. It is agreed that the unit and/or lump sum prices bid include all appurtenant expenses, taxes, royalties, fees, etc., and will be guaranteed for a period of ninety days from the bid opening date. If at such time the contract is not awarded, the AGENCY will reject all bids and will re -advertise the project.

In the case of discrepancies in the amounts bid, unit prices shall govern over extended amounts, and words shall govern over figures.

C-1

If awarded the Contract, the undersigned agrees that in the event of the BIDDER'S default in executing the required contract and filing the necessary bonds and insurance certificates within 10 working days after the date of the AGENCY'S notice of award of contract to the BIDDER, the proceeds of the security accompanying this bid shall become the property of the AGENCY and this bid and the acceptance hereof may, at the AGENCY'S option, be considered null and void.

Accompanying this proposal of bid, find lb DA 4 in the amount of $ ' which said amount is not less than 10% of the aggregate of the total bid price, as required by the Notice Inviting Sealed Bids, payable to the AGENCY. (Please insert the words "Cash", "Certified Check", or "Bidder's Bond", as the case may be).

Bidder shall signify receipt of all Addenda here, if any:

Addenda No.

Date Received
Bidder's Signature
C-2

ADA ACCESS RAMP INSTALLATION PROJECT
CITY PROJECT NO. 1305

BID SCHEDULE
ITEM
NO.

ITEMS DESCRIPTION

QUANTITY
UNIT

UNIT PRICE
TOTAL

1. Mobilization
1 LS
$ ( © �e�6
$ 1 ate),

2. Traffic Control & Public Safety
1 LS
$ ( ()cut
$ 'S/, 6Q©

3. Sawcut, Remove Existing and Construct New
Curb Ramp per ADA and CBC Standards,
whichever is more restrictive per General
Provisions, and as shown on the plan
20 EA
$ te)b0
$ ko© `0d0

4. Sawcut, Remove Existing and Construct New
4" PCC Sidewalk per SPPWC Std Plan 113-2
and as shown on the plan
1,000
SF
$ r'd ,t©
$ a tOdp

5. Sawcut, Remove Existing and Construct New
PCC Curb and Gutter per SPPWC Std Plan 120-
2 and as shown on the plan
400
LF
$ ~i O , 0O
$ A,2 t ate

6. Sawcut, Remove Existing and Construct New
PCC Cross Gutter per SPPWC Std Plan 122-2
and as shown on the plan
250
SF
$ AS . op
$ (L vn, _

7. Sawcut, Remove 4" Existing and Construct
New 4" AC Pavement per SPPWC Std Plan
133-3 and as shown on the plan
500
SF
$ V.© . ©D
$ .6313 0

8. Relocate Existing Sign and Post
2 EA
$ AO, .0
$ Cj

9. Signing, Striping, Markings and Pavement
Legends
1 LS
nn
$ d tio. D
$ ON,00 0

10. Survey Markers and Monument Preservation
and Restoration
1 LS
$ SOD 0
$ U, LO®d
TOTAL BID PRICE WRITTEN IN FIGURES:

TOETAL BID PRICE WRITTEN IN WORDS:
4 ‘AtIv'S°--I'k V 'N\ .4!)\rNi.s.cS
BIDDER'S NAME AND ADDRESS:
$ t -1 o ::l
i\kkc./( "_Auelke. c,
e,A G -10k
1 C-3

LIST OF SUBCONTRACTORS
In accordance with Public Contract Code Section 4104, the Bidder shall set forth the name and business address of each subcontractor who will perform work or render service to the bidder on said contract in an amount in excess of one-half of one percent of the total bid or $10,000, whichever is greater, and the portion of the work to be done by such subcontractor.

Portion
of Work
Name and Address of Subcontractor
i
State License
Number
Class
VO
S..j.,4e,--k likke1/401.4-c$ 46,,A, 40A.,,,w.ti
k,‘Av‘
sc.,04•A
eA4 it_ V,c...1k S \ ,,
la'A P" 1 A\- S
0LV Cak cW4,6'6
By submission of this proposal, the Bidder certifies that he is able to and will perform the balance of all work which is not covered in the above subcontractors listing.

C-4

NONCOLLUSION AFFIDAVIT

TO BE EXECUTED BY BIDDER AND SUBMITTED WITH BID
State of California
ss.

County of Orange
Lb4,c/(b \PkAdla , being first di}! sworn, deppses and says that he or she is rt,S,�� of 1 V C4�.e �s, l.A. 4,4G the party making the foregoing bid that the bid is not made in the interest of, or on the behallf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the bidder has not directly or indirectly induced or solicited any other bidder to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived, or agreed with any bidder or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the bidder has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price, or that of any other bidder, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the bidder has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid.

MAC1i� C .

Name of Bidder
Signature of Bidder
Address of Bidder
Subscribed and sworn to before me this day of , 2022.

NOTARY PUBLIC

NOTARY SEAL
1io2
C-5

CERTIFICATE OF ACKNOWLEDGMENT OF NOTARY PUBLIC
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document State of California
SS.

County of LOS ANGELES
On 7//tubefore me, i /1.4-16-49-,r14 l'11 a 4- , A NOTARY PUBLIC, ,? personally appeared ted e •-T"o Fri r .e7 'i who
proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that HE/SHE/THEY executed the same in HIS/HER/THEIR authorized capacity, and that by HIS/HER/THEIR signature on the instrument the person, or the entity on behalf of which the person acted, executed the instrument.

I CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING PARAGRAPH IS TRUE AND CORRECT.

WITNESS my hand and official seal.
[Seal]

NA ELIAS HERNANDEZ
Commission No. 2314730

NOTARY PUBLIC -CALIFORNIA A

LOS ANGELES COUNTY
My Comm. Expires Oec. 0. 2023

UTILITY AGREEMENT

HONORABLE MAYOR AND CITY COUNCIL

CITY OF PLACENTIA, CALIFORNIA
The undersigned hereby promises and agrees that in the performance of the work specified in the contract, known as ADA ACCESS RAMP INSTALLATION PROJECT, (I)(we)(it) will employ and utilize only qualified persons, as hereinafter defined, to work in proximity to any electrical secondary or transmission facilities. The term "Qualified Person" is defined in Title 8, California Administrative Code, Section 2700, as follows:
"Qualified Person: A person who, by reason of experience or instruction, is familiar with the operation to be performed and the hazards involved"
The undersigned also promised and agrees that all such work shall be performed in accordance with all applicable electrical utility company's requirements, Public Utility Commission orders, and State of California Cal -OSHA requirements.

The undersigned further promises and agrees that the provisions herein shall be and are binding upon any subcontractor or subcontractors that may be retained or employed by the undersigned, and that the undersigned shall take steps as are necessary to assure compliance by any said subcontractor or subcontractors with the requirements contained herein.

Date:
'114)
ikoNclA
Contractor
By \4\41/4
Title
C-6

DISQUALIFICATION QUESTIONNAIRE
In accordance with Government Code Section 14310.5, the Bidder shall complete, under penalty of perjury, the following questionnaire.

QUESTIONNAIRE
Has the Bidder, any officer of the Bidder or any employee of the Bidder who has a proprietary interest in the Bidder ever been disqualified, removed or otherwise prevented from bidding on or completing a Federal, State or local government project because of a violation of law or a safety regulation?
❑ Yes
If the answer is yes, explain the circumstances in the space provided.

Note: This questionnaire constitutes a part of the Proposal, and a signature portion of the Proposal shall constitute signature of this questionnaire.

C-7

WORKERS COMPENSATION INSURANCE CERTIFICATE
Pursuant to Section 1861 of the State Labor Code, each contractor to whom a public works contract has been awarded shall sign the following certificate.

I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for worker's compensation or to undertake self- insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract. ktc‘Ae.z, C,Jacsie, 4Nc ,
Contractor
Date:
%\ love\
By
yk..„
Title
ikaSQ ,,,4.-
C-8

BIDDER'S INFORMATION
BIDDER certifies that the following information is true and correct:

Bidder's Name
`j04b 1 beXn, tl ek
Business Address
4Z1/44s0k
City
cVa� ) 33a _ 2q -,q
State Zip
Telephone Number
Contact Name
100000 6%(06
Contractor's DIR Public Works Registration Number
State Contractor's License No. and rlass
Original Date Issued
101 3,0.9\
Expiration Date
The work site was inspected by e.--5nezA of our office on 2022.

The following are persons, firms, and corporations having a principal interest in this proposal:
.dt. dt,,C. 1L) te, . R Rtc$ d 41
Ed -L ooa2zl \Nktkcit et \hoz, s,1t
(\c% 1C %u 5€c j 4'r .

C-10

The undersigned is prepared to satisfy the Council of the City of PLACENTIA of its ability, financially or otherwise, to perform the contract for the proposed work and improvements in accordance with the plans and specifications set forth.

Company Name
Signature of Bidder
Printed or Typed Signature
Subscribed and sworn to before me this — day of , 2022.

NOTARY PUBLIC

NOTARY SEAL
Listed below are the names, address and telephone numbers for three public agencies for which the bidder has performed similar work within the past two years:

1. ►`t o‘ .1/10.1+\AcicA' 303 es� �W'V,t•a60o,.��, 16,\4,4v4).-\C,� coAsl.

Name�and Address of Public Agency
g Y
Name and Telephone No. of Project Manager: '41L11, 'SQD(a.4`ta 1Z% - tot 5 i VI, 1 6 L/0(4 witezcoit- \ ‘tiA9090.
kl
Contract Amount 'Type of Wort Date Completed

2. 1:11 a 4-1% � , - 1 ,
Name a d Address of Public Agency �a.®
Name and Telephone No. of Project Manager: ArC.e.,Vol tvc ttLaLsl'e..SCM etel-V1 Contract Amount Type of Work Date Completed
[n� . A a
"L5
Name at)d Address of Public Agency 1 1
g Y
Name and Telephone No. of Project Manager: Vi-ciAr 6 Voz. Cs • C. 3a 3 J a, l to 4.01'13 Contract 1 mount
Type of Work
Date Completed
C-11

County of LOS ANGELES
On 1(6/Z41 z�befor ne, tit -+ a1-,9-r�e e440€Z-, A NOTARY PUBLIC, personally appeared p ife,<_7p - who
proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that HE/SHE/THEY executed the same in HIS/HER/THEIR authorized capacity, and that by HIS/HER/THEIR signature on the instrument the person, or the entity on behalf of which the person acted, executed the instrument.

I CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING PARAGRAPH IS TRUE AND CORRECT.

WITNESS my hand and official seal.
[Seal]

ANNA ELIAS HERNANDEZI
Commission No. 2314730

NOTARY PUBLIC -CALIFORNIA

LOS ANGELES COUNTY
My Comm. Expires Dec. S, 2023

RESPONSIBLE BIDDER - SUPPLEMENTAL QUESTIONNAIRE

1. How many years has your organization been in business in California as a contractor under your present business name and license number? a‘k Years

2. What is your firm's Average Gross Revenue for the last three years? $ %seeo t®©o

3. Is your firm currently the ebtor in a bankruptcy case? ❑ Yes i No
If " yes," indicate the case number, bankruptcy court, and the date on which the petition was filed.

Case Number
Bankruptcy Court Date Filed

4. Was your firm in bankruptcy any time during the last five years? (This question refers only to a bankruptcy action that was not described in answer to question 2, above.)
❑ Yes
If " yes," indicate the case number, bankruptcy court, and the date on which the petition was filed.

Case Number
Bankruptcy Court Date Filed

5. Has any CSLB license held by your firm or its Responsible Managing Employee (RME) or Responsible Managing Officer (RMO) been suspended within the last five years?
❑ Yes

6. At any time in the last five years, has your firm been assessed and paid liquidated damages after completion of a project, under a construction contract with either a public or private owner?
❑ Yes �r7No

7. Has your firm ever defaul ed on a construction contract? ❑ Yes • No
If "yes," explain on a separate page.

C-12

8. In the last five years has your firm, or any firm with which any of your company's owners, officers or partners was associated, been debarred, disqualified, removed or otherwise prevented from bidding on, or completing, any government agency or public works project for any reason?
❑ Yes ❑" No
If "yes," explain on a separate page. State the name of the organization debarred, the year of the event, the owner of the project, and the basis for the action.

9. In the last five years, has your firm been denied an award of a public works contract based on a finding by a public agency that your company was not a responsible bidder?
❑ Yes
If "yes," on a separate page identify the year of the event, the entity denied the award, the owner, the project, and the basis for the finding by the public agency.

10. In the past five years, has any claim against your firm concerning your firm's work on a construction project been filed in court or arbitration? • Yes No
If "yes," on a separate page identify the claim(s) by providing the project name, date of the claim, name of the claimant, the name of the entity the claim was filed against, a brief description of the nature of the claim, the court and case number, and a brief description of the status of the claim (pending or, if resolved, a brief description of the resolution).

11. In the past five years, has your firm made any claim against a project owner concerning work on a project or payment for a contract, and filed that claim in court or arbitration?
❑ Yes Na
If "yes," on a separate page identify the claim be providing the name of claimant, the project name, date of the claim, name of the entity (or entities) against whom the claim was filed, a brief description of the nature of the claim, the court and case number, and a brief description of the status of the claim (pending, or if resolved, a brief description of the resolution.

12. At any time during the past five years, has any surety company made any payments on your firm's behalf as a result of a default, to satisfy any claims made against a performance or payment bond issued on your firm's behalf in connection with a construction project, either public or private?
❑ Yes
C-13

13. In the last five years, has any insurance carrier, for any form of insurance, refused to renew the insurance policy for your firm?
❑ Yes

14. Has your firm or any of its owners, officers, or partners ever been liable in a civil suit, or found guilty in a criminal action, for making any false claim or material misrepresentation to any public agency or entity?
❑ Yes LY No

15. Has your firm or any of its owners, officers or partners ever been convicted of a crime involving any federal, state, or local law related to construction? ❑ Yes No
If "yes," explain on a separate page, including identifying who was convicted, the name of the victim, the date of the conviction, the court and case number, the crimes, and the grounds for the conviction.

16. Has your firm or any of its owners, officers or partners ever been convicted of a federal or state crime of fraud, theft, or any other act of dishonesty? ❑ Yes
If "yes," identify on a separate page, the person or persons convicted, the court and case number, the crimes, and the year convicted.

17.If your firm was required to pay a premium of more than one per cent for a performance and payment bond on any project(s) on which your firm worked at any time during the last three years, state the percentage that your firm was required to pay. You may provide an explanation for a percentage rate higher than one per cent, if you wish to do so.
0/0

18. During the last five years, has your firm ever been denied bond credit by a surety company, or has there ever been a period of time when your firm has no surety bond in place during a public construction project when on was required? ❑ Yes

19. Has CAL OSHA cited and assessed penalties against the General Contractor or its associates for any "serious," "willful" or "repeat" violations of its safety or health regulations in the past five years?
(Note: If you have filed an appeal of a citation, and the Occupational Safety and Health Appeals Board has not yet ruled on your appeal, you need not include information about it.)
❑ Yes No
C-14

If "yes," on separate page describe the citations, the party against whom the citation was made, date of citation, nature of the violation, project on which the citation was issued, owner of project, and the amount of penalty paid, if any. State the case number and date of any OSHAB decision.

20. Has the Federal Occupational Safety and Health Administration cited and assessed penalties against the General Contractor or its associates in the past five years?
(Note: If an appeal of the citation has been filed and the Appeals Board has not yet ruled, or there is a court appeal pendi g, you need not include information about the citation.) N
Cl No
If "yes," on separate page describe the citation, the party against whom the citation was made, date of citation, nature of the violation, project on which the citation was issued, owner of project, and the amount of penalty paid, if any. State the case number and date of any decision.

21. Has there been more than one occasion during the last five years in which the General Contractor or its associates was required to pay either back wages or penalties for failure to co • ply with the state's prevailing wage laws? CIYes No
If "yes," on separate page, describe the violator, nature of each violation, name of the project, date of its completion, the public agency for which it was constructed, the number of employees who were initially underpaid an the amount of back wages and penalties that were assessed.

22. During the last five years, has there been more than one occasion in which the General Contractor or its associates have been penalized or required to pay back wages for failure to comply with the Federal Davis -Bacon prevailing wage requirements?
Cl Yes
If "yes," on separate page, describe the violator, nature of each violation, name of the project, date of its completion, the public agency for which it was constructed, the number of employees who were initially underpaid an the amount of back wages and penalties that were assessed.

C-15

DESIGN ENGINEER MAY NOT BID ON

CONSTRUCTION CONTRACT
No engineering or architectural firm which has provided design services for a project shall be eligible to bid on the contract to construct the project. The firms ineligible to bid include the prime contractor for design, subcontractors of portions of the design, and affiliates of either. An affiliate is a firm which is subject to the control of the same persons(s), through joint ownership or otherwise.

ACKNOWLEDGED this day of '^'^� , 2022 at
AuthoNzed Signature
KIttt,Lt \IA "-\
Ol
Position
Company
C-16

NOTICE OF AFFIRMATIVE ACTION
By submitting a proposal on any job or entering into any contractual agreement with the City of Placentia, the undersigned agrees not to discriminate in employment decisions against any person on account of race, creed, national origin, ethnic background, color, sex, age, or handicap in performing the work required under this proposal.

ACKNOWLEDGED this day of
%\61,( i\
Auth rued Signa tire
QCa
Position
Company
, 2022, at Off. 1
C-17

ADA ACCESS RAMP INSTALLATION PROJECT
CITY PROJECT NO. 1305

BIDDER'S BOND
(To Accompany Contract Proposal)

KNOW ALL MEN BY THESE PRESENTS,
That Martinez Concrete, Inc.

Contractors Bonding and Insurance Company , as SURETY, are held and firmly bound unto the City of Placentia in the sum of TEN PERCENT (10%) of the total amount of the bid of said PRINCIPAL, to be paid to the said City or its certain attorney, its successors and assigns; for which payment, well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors or assigns, jointly and severally, firmly by these presents. as PRINCIPAL, and
In no case shall the liability of said SURETY here under exceed the sum of $ 10% (Ten Percent of the Total Amount of the Bid)
THE CONDITION OF THIS OBLIGATION IS SUCH THAT.

WHEREAS, said PRINCIPAL has submitted the above -mentioned bid to the City of Placentia for certain construction for which bids are to be opened at the City Hall of the City of Placentia, 401 East Chapman Avenue, Placentia, California on July 7, 2022 for:

ADA ACCESS RAMP INSTALLATION PROJECT
CITY PROJECT NO. 1305
NOW, THEREFORE, if the aforesaid PRINCIPAL is awarded the contract and within the time and manner required under the specifications, after the prescribed forms are presented to him for signature, enters into a written consent in the prescribed form in accordance with the bid, and files the two bonds with the City of Placentia, one to guarantee faithful performance and the other to guarantee payment for Labor and Materials as required by law, then this obligation shall be null and void; otherwise, it shall be and remain in full force and effect.

C-18

ADA ACCESS RAMP INSTALLATION PROJECT
CITY PROJECT NO. 1305
In the event suit is brought upon this bond by the Obligee and judgment is recovered, said SURETY shall pay all costs incurred by the Obligee in such suit, including a reasonable attorney's fee to be fixed by the Court.

IN WITNESS WHEREOF, we have hereunto set our hands and seals on this 27th
BY:

BY:
day of June

PRINCIPAL
Martinez Concrete, Inc.

Title
(SEAL)
2022.

C�
SURETY
tra;f- Bonding and Insurance Company
801 S Figueroa St., Ste. 900
Los Angeles, CA 90017
Landa, Attorn= -in-Fact
Address
(SEAL)
Instructions: If the Contractor is a corporation, the agreement must be executed in the corporate name and signed by the President or Vice President and the Secretary or Assistant Secretary, and the corporate seal affixed. If the Contractor is an individual doing business under a fictitious name, it must be signed by all persons having an interest in the business, and the fictitious name must be signed also. All bond signatures must be notarized. The standard printed bid bond form of any bonding company approved by the City pursuant to Item 7, "Insurance Policies and Bonds", in the Instructions to Bidders may be used in lieu of the foregoing approved sample bond form provided the security stipulations protecting the City are in any way reduced by use of the surety company's standard printed form C-19

County of LOS ANGELES
On ?4,7.20 2-2-, before me, 4/ e/4 -67/.4 -114 -.0.8 -441/4/4W -k, A NOTARY PUBLIC, personally appeared r s;E 9 Z who
proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that HE/SHE/THEY executed the same in HIS/HER/THEIR authorized capacity, and that by HIS/HER/THEIR signature on the instrument the person, or the entity on behalf of which the person acted, executed the instrument.

I CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING PARAGRAPH IS TRUE AND CORRECT.

WITNESS my hand and official seal.

Signature.
[Seal]

F ------ANNA ELIAS HERNANDEZ I
•1f;y- Commission No. 2314730
r•
1 NOTARY PUBLIC -CALIFORNIA A
LOS ANGELES COUNTY {
My Comm. Expires Dec. 6, 2023 FE

BID BOND

ACKNOWLEDGMENT OF SURETY

STATE OF )
County of )
SS
On this day of 2022, A.D.
personally appeared before me a
(Notary Public, Judge or Other Officer)
in and for County, State of
known to me to be the of the corporation
that executed the foregoing instrument and, upon oath, did depose that he is the officer of said corporation as above designed: that he is acquainted with the seal of said corporate seal of said corporation: that the signatures to said instrument were made by officers of said corporation as indicated after said signatures; and that the said corporation executed the said instrument freely and voluntarily and for the uses and purposes therein mentioned. (Notary Public, Judge or Other Officer)
C-20

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
CIVIL CODE § 1189
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County of Orange
On () iv
Date
before me,
Lisa Marie Saumur, Notary Public
Here Insert Name and Title of the Officer
personally appeared Lourdes Landa
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

LISA MARIE SAUMUR
COMM. #2327312 z
Notary Public - California c
Orange County p•
1N+ Comm. Expires Max 3 l 2024
Place Notary Seal Above
I certify under PENALTY OF PERJURY under the laws
of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand -n■ official -eal.

Signature

OPTIONAL
Sig -turn of . ary Public
Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
Title or Type of Document:

Document Date: Number of Pages:

Signer(s) Other Than Named Above:

Capacity(ies) Claimed by Signer(s)
Signer's Name: Signer's Name:
❑ Corporate Officer — Title(s):

E Partner — ❑ Limited ❑ General ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Trustee ❑ Guardian or Conservator ❑ Other: ❑ Other:

Signer Is Representing: Signer Is Representing:
❑ Corporate Officer — Title(s):
©2015 National Notary Association • www.NationalNotary.org • 1 -800 -US NOTARY (1-800-876-6827) Item #5907

POWER OF ATTORNEY
RLI Insurance Company
Contractors Bonding and Insurance Company
9025 N. Lindbergh Dr. Peoria, IL 61615
Phone: 800-645-2402
Know All Men by These Presents:

That this Power of Attorney is not valid or in effect unless attached to the bond which it authorizes executed, but may be detached by the approving officer if desired.

That RLI Insurance Company and/or Contractors Bonding and Insurance Company, each an Illinois corporation, (separately and together, the "Company") do hereby make, constitute and appoint:

Lourdes Landa. Mark Rosskopf, Jan Rivera, Terri Amsbury, Lisa Saumur.;ointly or severaliv in the City of Jrvine , State of California its true and lawful Agent(s) and Attorney(s) in Fact, with full power and authority hereby conferred, to sign, execute, acknowledge and deliver for and on its behalf as Surety, in general, any and a]1 bonds and undertakings in an amount not to exceed Twenty Five Million Dollars ( $25.000,000.00 ) for any single obligation.

The acknowledgment and execution of such bond by the said Attorney in Fact shall be as binding upon the Company as if such bond had been executed and acknowledged by the regularly elected officers of the Company.

RLI Insurance Company and/or Contractors Bonding and Insurance Company, as applicable, have each further certified that the following is a true and exact copy of a Resolution adopted by the Board of Directors of each such corporation, and is now in force, to -wit:
"All bonds, policies, undertakings, Powers of Attomey or other obligations of the corporation shall be executed in the corporate name of the Company by the President, Secretary, any Assistant Secretary, Treasurer, or any Vice President, or by such other officers as the Board of Directors may authorize. The President, any Vice President, Secretary, any Assistant Secretary, or the Treasurer may appoint Attorneys in Fact or Agents who shall have authority to issue bonds, policies or undertakings in the name of the Company. The corporate seal is not necessary for the validity of any bonds, policies, undertakings, Powers of Attorney or other obligations of the corporation. The signature of any such officer and the corporate seal may be printed by facsimile." IN WITNESS WHEREOF, the RLI Insurance Company and/or Contractors Bonding and Insurance Company, as applicable, have caused these presents to be executed by its respective Vice President with its corporate seal affixed this 4th day of May , 2022 .

State of Illinois
} SS
County of Peoria
a,�OQWG AN0 ry
,,,,f51tttfll l„!, ,,
�• �.••" ••CO ps
•• GOPPGR,PO • 4=�•: Go0P°RA1.

Err •
SEAL �a{� • SEAL,
•�i L IN p15..

Si
On this Ott day of May 2022 , before me, a Notary Public, personally appeared Barton W. Davis , who being by me duly sworn, acknowledged that he signed the above Power of Attorney as the aforesaid officer of the RLI Insurance Company and/or Contractors Bonding and Insurance Company and acknowledged said instrument to be the voluntary act and decd of said corporation,
By:

Catherine D. Glover
CAYHEFUNE D. GLOVER

OFFICIAL SEAL
Notary Public - Slats of IliinoU
My Comrnlpfon ExOkr.
htllrCn 24 2024
Notary Public
RLI Insurance Company
Contractors Bonding and Insurance Company
By:

Barton W. Davis Vice President

CERTIFICATE
1, the undersigned officer of RLI Insurance Company and/or Contractors Bonding and Insurance Company, do hereby certify that the attached Power of Attorney is in fuIl force and effect and is irrevocable; and furthermore, that the Resolution of the Company as set forth in the Power of Attorney, is now in force. In testimony whereof, I have hereunto set my hand and the seal of the RLI Insurance Company and/or Contractors Bonding and Insurance Company this 27(h day of JUNE 2022
RLI Insurance Company
Contractors Bonding and Insurance Company
By:

Jeffreygc t
0)7-4"
Corporate Secretary
046590502021`
A0058D19

Project No. 1305

EXHIBIT B

SCHEDULE OF PERFORMANCE
All work must be complete within Sixty (60) work days from the issuance of the Notice to Proceed.

Project No. 1305

EXHIBIT C

INSURANCE REQUIREMENTS
Contractor shall maintain and shall require all its subcontractors, consultants, and other agents to maintain the insurance listed below. Any requirement for insurance to be maintained after completion of the work shall survive this agreement.

CITY reserves the right to review any and all of the required insurance policies and/or endorsements but has no obligation to do so. Failure to demand evidence of full compliance with the insurance requirements set forth in this agreement or failure to identify any insurance deficiency shall not relieve Contractor from, nor be construed or deemed a waiver of, its obligation to maintain the required insurance at all times during the performance of this agreement.

A. Workers Compensation & Employers Liability Insurance • Workers Compensation insurance with statutory limits as required by the Labor Code of the State of California.
• Employers Liability with limits of $1,000,000 per Accident; $1,000,000 Disease per employee; $1,000,000 Disease per policy.
• The policy shall include a written waiver of the insurer's right to subrogate against CITY.
• Required Evidence of Coverage:

1. Subrogation waiver endorsement; and

2. Properly completed Certificate of Insurance.

B. General Liability Insurance
• Commercial General Liability Insurance no less broad than Insurance Services Office (ISO) form CG 00 01.
• Coverage shall be on a standard occurrence form. Claims -Made forms are not acceptable without prior written consent. Modified, limited or restricted Occurrence forms are not acceptable without prior written consent. • Minimum Limits: $1,000,000 per Occurrence; $2,000,000 General Aggregate; $2,000,000 Products/Completed Operations Aggregate. The General Aggregate shall apply separately to each project. The required

Project No. 1305
limits may be provided by a combination of General Liability Insurance and Commercial Excess or Umbrella Liability Insurance. If contractor maintains higher limits than the specified minimum limits, CITY requires and shall be entitled to coverage for the higher limits maintained by contractor. • Any deductible or self -insured retention shall be shown on the Certificate of Insurance. If the deductible or self -insured retention exceeds $25,000 it must be approved in advance by CITY. Contractor is responsible for any deductible or self -insured retention and shall fund it upon CITY'S written request, regardless of whether Contractor has a claim against the insurance or is named as a party in any action involving CITY. • Coverage shall be continued for one (1) year after completion of the work. • CITY shall be endorsed as an additional insured for liability arising out of ongoing and completed operations by or on behalf of the contractor. CITY shall continue to be an additional insured for completed operations for (1) year after completion of the work.
• The policy definition of "insured contract" shall include assumptions of liability arising out of both ongoing operations and the products -completed operations hazard ("f" definition of insured contract in ISO form CG 00 01, or equivalent).
• The insurance provided to the additional insureds shall be primary to, and non-contributory with, any insurance or self-insurance program maintained by them.
• The policy shall cover inter -insured suits and include a "Separation of Insureds" or "severability" clause which treats each insured separately. • The policy shall be endorsed to include a written waiver of the insurer's right to subrogate against all persons or entities that are, or are required to be, additional insureds.
• The policy shall not contain a Contractors' Warranty or other similar language which eliminates or restricts insurance because of a subcontractor's failure to carry specific insurance or to supply evidence of such insurance.

Project No. 1305
• Required Evidence of Coverage:

1. Copy of the additional insured endorsement or policy language granting additional insured status; (The City of Placentia, its officers, employees, representatives, attorneys, and volunteers shall be named as additional named insureds with respect to: liability arising out of activities performed by or on behalf of the Contractor and all Subcontractors pursuant to its contract with the City; products and completed operations of the Consultant; premises owned, occupied or used by the Contractor and all Subcontractors; automobiles owned, leased, hired, or borrowed by the Contractor and all Subcontractors.)

2. Copy of the endorsement or policy language indicating that coverage applicable to the additional insureds is primary and non-contributory;

3. Properly completed Certificate of Insurance; and

4. Completed and signed Agent/Broker Questionnaire with supporting documentation as required.

C. Automobile Liability Insurance
• Minimum Limit: $1,000,000 combined single limit per accident. • Coverage shall apply to all owned, hired and non -owned vehicles. • CITY shall qualify as an insured.
• Required Evidence of Coverage:

1. Copy of the endorsement or policy language indicating that CITY is an insured; and

2. Properly completed Certificate of Insurance.

D. Contractors Pollution Liability Insurance
• Minimum Limits: $1,000,000 per Pollution Incident; $1,000,000 Aggregate; • Coverage shall apply to pollution incidents at or from any location at which Contractor is performing work under this agreement.
• Any deductible or self -insured retention shall be shown on the Certificate

Project No. 1305
of Insurance. If the deductible or self -insured retention exceeds $25,000 it shall be approved in advance by CITY. Contractor is responsible for any deductible or self -insured retention and shall fund it upon CITY written request, regardless of whether Contractor has a claim against the insurance or is named as a party in any action involving CITY. • CITY shall be endorsed as an additional insured for liability arising out of ongoing and completed operations by or on behalf of the Contractor.

Additional insured status shall continue for one (1) year after completion of the work.
• The insurance provided to the additional insureds shall apply on a primary and non-contributory basis with respect to any insurance or self-insurance program maintained by them.
• If the insurance is on a Claims -Made basis, the retroactive date shall be no later than the commencement of work.
• The insurance shall be continued for one (1) year after completion of the work. If the insurance is on a Claims -Made basis, the continuation coverage may be provided by: (a) renewal of the existing policy; (b) an extended reporting period endorsement; or (c) replacement insurance with a retroactive date no later than the commencement of the work. • Required Evidence of Coverage:

1. Copy of the additional insured endorsement or policy language granting additional insured status;

2. Copy of the endorsement or policy language indicating that coverage for the additional insureds is primary and non- contributory;

3. Properly completed Certificate of Insurance.

E. Surety Bonds
• Bid bond.
• Performance and payment bonds for the entire contract price. • The surety must be authorized to issue these bonds in the State of

Project No. 1305
California.

F. Standards for Insurance Companies
• Insurers, other than the California State Compensation Insurance Fund, shall have an A.M. Best's rating of at least A:VII.

G. Documentation
• The Certificate of Insurance shall include the following reference: ADA Access Ramp Installation Project
• The name and address for Additional Insured endorsements and Certificates of Insurance is: City of Placentia
• Contractor shall provide immediate written notice if: (1) any of the required insurance policies is terminated; (2) the limits of any of the required policies are reduced; or (3) the deductible or self -insured retention is increased.
• Current Evidence of Coverage shall be provided for the entire required period of insurance.
• Upon written request, certified copies of required insurance policies shall be provided within thirty (30) days.

Project No. 1305

EXHIBIT D

CERTIFICATES OF INSURANCE AND ENDORSEMENTS

Project No. 1305

EXHIBIT E

CLAIMS PROCEDURE
SUMMARY OF PUBLIC CONTRACT CODE § 9204
The following procedure will apply to any claims by the Contractor on the City:

A "claim" is a separate demand on the City by a contractor on a public works project and sent by registered mail or certified mail with return receipt requested, for one or more of the following:
• A time extension, including relief from penalties for delay • Payment by the City of money damages under the terms of the contract • Payment of an amount that is disputed by the City
Initial Review
The claim must be supported by appropriate documentation. The City has 45 days within which to review the claim and provide the contractor with a written statement identifying the disputed and undisputed portions of the claim. If the City does not issue a written statement, the claim is deemed rejected in its entirety. The City will pay any undisputed portion of the claim within 60 days of issuing the statement.

Meet & Confer
If the contractor disputes the City's written response, or if the City does not issue one, the contractor may request in writing an informal conference to meet and confer for possible settlement of the claim. The City will schedule the meet and confer conference within 30 days of this request and provide a written statement identifying the remaining disputed and undisputed portions of the claim within 10 business days of the meet and confer. The City will pay the undisputed portion within 60 days of issuing this statement.

Mediation
With respect to any disputed portion remaining after the meet and confer, the City and contractor will submit the matter to nonbinding mediation, agree to a mediator within 10 business days after issuing the written statement, and share mediation costs equally. If mediation is unsuccessful, then the terms of the public works agreement and applicable law will govern resolution of the dispute.

Miscellaneous Provisions
Amounts not paid by the City in a timely manner bear interest at 7% per annum. Subcontractors may submit claims via this procedure through the general contractor. The City and contractor may waive the requirement to mediate but cannot otherwise waive these claim procedures.

Client#: 1256144
305MARTICON1
ACORDr. CERTIFICATE OF LIABILITY INSURANCE
DATE (MM/DD/YYYY)7/14/2022
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s).

PRODUCER
McGriff Insurance Services
130 Theory, Ste 200
Irvine, CA 92617
714 941-2800

CONTACT
NAME:

PHONE FAX
(A/C, No, Ext): (A/C, No):

ADDRESS: [email protected]

INSURER(S) AFFORDING COVERAGE
NAIC #
INSURERA: Liberty Mutual Fire Insurance Company
23035

INSURED
Martinez Concrete, Inc.
920 West Foothill Blvd.

Azusa, CA 91702
INSURER B : Liberty Insurance Corporation
42404
INSURER C : Travelers Property Casualty Co of Amer
25674

INSURER D
INSURER E :

INSURER F :

COVERAGES
CERTIFICATE NUMBER:

REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

LTRR

TYPE OF INSURANCE
NSR
W VD

POLICY NUMBER

POLICY EFF
(MM/DD/YYYY)

POLICY EXP
(MM/DD/YYYY)
LIMITS
A
X

COMMERCIAL GENERAL LIABILITY
TB2Z91474068032
03/01/2022
03/01/202

EACH OCCURRENCE
$1,000,000
PREMISES Ea RENTED
$100,000

CLAIMS -MADE
X
OCCUR
MED EXP (Any one person)
$ 5,000
X
BI/PD Ded: $5,000

PERSONAL & ADV INJURY
$1,000,000
GEN'L

AGGREGATE
X

LIMIT APPLIES
PR -
PER:

LOC

GENERAL AGGREGATE
$2,000,000

PRODUCTS - COMP/OP AGG
$2,000,000
$
A

AUTOMOBILE
X
X

LIABILITY

ANY AUTO
OWNED

AUTOS ONLY
HIRED

AUTOS ONLY
X

SCHEDULED
AUTOS

NON -OWNED

AUTOS ONLY
AS2Z91474068022
03/01/2022
03/01/202
(Ea aooideD) INGLE LIMIT
$1,000,000
BODILY INJURY (Per person)
$
BODILY INJURY (Per accident)
$

PROPERTY DAMAGE
(Per accident)
$
$
B
x

UMBRELLA LIAB

EXCESS LIAB
X
OCCUR

CLAIMS -MADE
TH7Z91474068042
03/01/2022
03/01/202

EACH OCCURRENCE
$1,000,000

AGGREGATE
$1,000,000
DED
X
RETENTION $0
$
A

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY

ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
Y/ N
N /A
WC2Z91474068012
03/01/2022
03/01/202
X
PER

STATUTE
OTH-
ER
E.L. EACH ACCIDENT
$1,000,000
E.L. DISEASE - EA EMPLOYEE
$1,000,000
E.L. DISEASE - POLICY LIMIT
$1,000,000
C
Rented/Leased
Equipment
QT6602266N740TIL22
03/01/2022
03/01/202
$150,000 Max Per Item
$1,000 Deductible
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Certificate is subject to policy limits, conditions and exclusions.

RE: ADA ACCESS RAMP INSTALLATION PROJECT; CITY PROJECT NO. 1305 The City of Placentia, its officers, employees, representatives, attorneys, and volunteers are included as additional insured as respects general and auto liability, this insurance is primary and noncontributory with any other insurance of the additional insured, and waiver of subrogation applies as respects general (See Attached Descriptions)

CERTIFICATE HOLDER

CANCELLATION
City of Placentia
Community Development Director
401 E. Chapman Ave
Placentia, CA 92870

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03) 1 of 2
#S30423071/M29512504
© 1988-2015 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORD
SOMOR

DESCRIPTIONS (Continued from Page 1)
liability, auto liability, and workers compensation, as required by written contract, per endorsements attached. 30 Days Notice of Cancellation, Except for 10 Days for Non-payment of Premium.

SAGITTA 25.3 (2016/03) 2 of 2
#S30423071/M29512504

Martinez Concrete, Inc.

POLICY NUMBER: AS2Z91474068022

COMMERCIAL AUTO
CA20481013
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

DESIGNATED INSURED FOR

COVERED AUTOS LIABILITY COVERAGE
This endorsement modifies insurance provided under the following:

AUTO DEALERS COVERAGE FORM

BUSINESS AUTO COVERAGE FORM

MOTOR CARRIER COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement.

This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form.

SCHEDULE
Name Of Person(s) Or Organization(s):

Any person or organization whom you have agreed in writing to add as an additional insured, but only to coverage and minimum limits of insurance required by the written agreement, and in no event to exceed either the scope of coverage or the limits of insurance provided in this policy Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

Each person or organization shown in the Schedule is
an "insured" for Covered Autos Liability Coverage, but
only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured
provision contained in Paragraph A.1. of Section II —
Covered Autos Liability Coverage in the Business
Auto and Motor Carrier Coverage Forms and
Paragraph D.2. of Section I — Covered Autos
Coverages of the Auto Dealers Coverage Form.

CA20481013
© Insurance Services Office, Inc., 2011 Page 1 of 1

Martinez Concrete, Inc.

Policy Number AS2Z91474068022
Issued by
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

AUTO ENHANCEMENT ENDORSEMENT
This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM
Newly Acquired or Formed Organizations
I I. Employees as Insureds
I II. Lessor - Additional Insured and Loss Payee
IV. Supplementary Payments - Increased Limits
V. Fellow Employee Coverage
VI. Personal Property of Others
VII. Additional Transportation Expense and Cost to Recover Stolen Auto VIII. Airbag Coverage
IX. Tapes, Records and Discs Coverage
X. Physical Damage Deductible - Single Deductible
XI. Physical Damage Deductible - Glass
XII. Physical Damage Deductible - Vehicle Tracking System XIII. Duties in Event of Accident, Claim, Suit or Loss
XIV. Unintentional Failure to Disclose Hazards
XV. Worldwide Liability Coverage - Hired and Nonowned Autos XVI. Hired Auto Physical Damage
XVII. Auto Medical Payments Coverage Increased Limits
XVIII. Drive Other Car Coverage - Broadened Coverage for Designated Individuals XIX. Rental Reimbursement Coverage
XX. Notice of Cancellation or Nonrenewal
XXI. Loan/Lease Payoff Coverage
XXII. Limited Mexico Coverage
XXIII Waiver of Subrogation
I. NEWLY ACQUIRED OR FORMED ORGANIZATIONS
Throughout this policy, the words "you" and "your" also refer to any organization you newly acquire or form, other than a partnership or joint venture, and over which you maintain ownership of more than 50 percent interest, provided:

A. There is no similar insurance available to that organization; B. Unless you notify us to add coverage to your policy, the coverage under this provision is afforded only until:

1. The 90th day after you acquire or form the organization; or

2. The end of the policy period,
whichever is earlier; and
C. The coverage does not apply to an "accident" which occurred before you acquired or formed the organization.

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II. EMPLOYEES AS INSUREDS
Paragraph A.1. Who Is An Insured of SECTION II - COVERED AUTOS LIABILITY COVERAGE is amended to add the following:

Your "employee" is an "insured" while using with your permission a covered "auto" you do not own, hire or borrow in your business or your personal affairs.

III. LESSOR - ADDITIONAL INSURED AND LOSS PAYEE
A. Any "leased auto" will be considered an "auto" you own and not an "auto" you hire or borrow. The coverages provided under this section apply to any "leased auto" until the expiration date of this policy or until the lessor or his or her agent takes possession of the "leased auto" whichever occurs first.

B. For any "leased auto" that is a covered "auto" under SECTION II - COVERED AUTOS LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured provision is changed to include as an "insured" the lessor of the "leased auto". However, the lessor is an "insured" only for "bodily injury" or "property damage" resulting from the acts or omissions by:

1. You.

2. Any of your "employees" or agents; or

3. Any person, except the lessor or any "employee" or agent of the lessor, operating a "leased auto" with the permission of any of the above.

C. Loss Payee Clause

1. We will pay, as interests may appear, you and the lessor of the "leased auto" for "loss" to the covered "leased auto".

2. The insurance covers the interest of the lessor of the "leased auto" unless the "loss" results from fraudulent acts or omissions on your part.

3. If we make any payment to the lessor of a "leased auto", we will obtain his or her rights against any other party.

D. Cancellation

1. If we cancel the policy, we will mail notice to the lessor in accordance with the Cancellation Common Policy Condition.

2. If you cancel the policy, we will mail notice to the lessor.

3. Cancellation ends this agreement.

E. The lessor is not liable for payment of your premiums.

F. For purposes of this endorsement, the following definitions apply:
"Leased auto" means an "auto" which you lease for a period of six months or longer for use in your business, including any "temporary substitute" of such "leased auto". "Temporary substitute" means an "auto" that is furnished as a substitute for a covered "auto" when the covered "auto" is out of service because of its breakdown, repair, servicing, "loss" or destruction.

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IV. SUPPLEMENTARY PAYMENTS - INCREASED LIMITS
Subparagraphs A.2.a.(2) and A.2.a.(4) of SECTION II - COVERED AUTOS LIABILITY COVERAGE are deleted and replaced by the following:
(2) Up to $3,000 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work.

V. FELLOW EMPLOYEE COVERAGE
A. Exclusion B.5. of SECTION II - COVERED AUTOS LIABILITY COVERAGE does not apply.

B. For the purpose of Fellow Employee Coverage only, Paragraph B.5. of SECTION IV - BUSINESS AUTO CONDITIONS is changed as follows:

This Fellow Employee Coverage is excess over any other collectible insurance.

VI. PERSONAL PROPERTY OF OTHERS
Exclusion 6. in SECTION II - COVERED AUTOS LIABILITY COVERAGE for a covered "auto" is amended to add the following:

This exclusion does not apply to "property damage" or "covered pollution cost or expense" involving "personal property" of your "employees" or others while such property is carried by the covered "auto". The Limit of Insurance for this coverage is $5,000 per "accident". Payment under this coverage does not increase the Limit of Insurance.

For the purpose of this section of this endorsement, "personal property" is defined as any property that is not used in the individual's trade or business or held for the production or collection of income.

VII. ADDITIONAL TRANSPORTATION EXPENSE AND COST TO RECOVER STOLEN AUTO A. Paragraph A.4.a. of SECTION III - PHYSICAL DAMAGE COVERAGE is amended as follows:

The amount we will pay is increased to $50 per day and to a maximum limit of $1,000.

B. Paragraph A.4.a. of SECTION III - PHYSICAL DAMAGE COVERAGE is amended to add the following:

If your business is shown in the Declarations as something other than an auto dealership, we will also pay up to $1,000 for reasonable and necessary costs incurred by you to return a stolen covered "auto" from the place where it is recovered to its usual garaging location.

VIII. AIRBAG COVERAGE
Exclusion B.3.a. in SECTION III - PHYSICAL DAMAGE COVERAGE is amended to add the following:

This exclusion does not apply to the accidental discharge of an airbag.

IX. TAPES, RECORDS AND DISCS COVERAGE
Exclusion B.4.a. of SECTION III - PHYSICAL DAMAGE COVERAGE is deleted and replaced by the following:
a. Tapes, records, discs or other similar audio, visual or data electronic devices designed for use with audio, visual or data electronic equipment except when the tapes, records, discs or other similar audio, visual or data electronic devices:

AC84071117
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(1) Are your property or that of a family member; and
(2) Are in a covered "auto" at the time of "loss".

The most we will pay for "loss" is $200. No Physical Damage Coverage deductible applies to this coverage.

X. PHYSICAL DAMAGE DEDUCTIBLE - SINGLE DEDUCTIBLE
Paragraph D. in SECTION III - PHYSICAL DAMAGE COVERAGE is deleted and replaced by the following:

D. Deductible
For each covered "auto", our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by the applicable deductible shown in the Declarations. Any Comprehensive Coverage deductible shown in the Declarations does not apply to "loss" caused by fire or lightning.

When two or more covered "autos" sustain "loss" in the same collision, the total of all the "loss" for all the involved covered "autos" will be reduced by a single deductible, which will be the largest of all the deductibles applying to all such covered "autos".

XI. PHYSICAL DAMAGE DEDUCTIBLE - GLASS
Paragraph D. in SECTION III - PHYSICAL DAMAGE COVERAGE is amended to add the following:

No deductible applies to "loss" to glass if you elect to patch or repair it rather than replace it.

XII. PHYSICAL DAMAGE DEDUCTIBLE - VEHICLE TRACKING SYSTEM Paragraph D. in SECTION III - PHYSICAL DAMAGE COVERAGE is amended to add:

Any Comprehensive Coverage Deductible shown in the Declarations will be reduced by 50% for any "loss" caused by theft if the vehicle is equipped with a vehicle tracking device such as a radio tracking device or a global positioning device and that device was the method of recovery of the vehicle.

XIII. DUTIES IN EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS
Subparagraphs A.2.a. and A.2.b. of SECTION IV- BUSINESS AUTO CONDITIONS are changed to:
a. In the event of "accident", claim, "suit" or "loss", your insurance manager or any other person you designate must notify us as soon as reasonably possible of such "accident", claim, "suit" or "loss". Such notice must include:
(1) How, when and where the "accident" or "loss" occurred; (2) The "insured's" name and address; and
(3) To the extent possible, the names and addresses of any injured persons and witnesses.

Knowledge of an "accident", claim, "suit" or "loss" by your agent, servant or "employee" shall not be considered knowledge by you unless you, your insurance manager or any other person you designate has received notice of the "accident", claim, "suit" or "loss" from your agent, servant or "employee". b. Additionally, you and any other involved "insured" must:
(1) Assume no obligation, make no payment or incur no expense without our consent, except at the "insured's" own cost.

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(2) Immediately send us copies of any request, demand, order, notice, summons or legal paper received concerning the claim or "suit".
(3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit". (4) Authorize us to obtain medical records or other pertinent information. (5) Submit to examination, at our expense, by physicians of our choice, as often as we reasonably require.

XIV. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS
Paragraph B.2. in SECTION IV - BUSINESS AUTO CONDITIONS is amended to add the following:

Any unintentional failure to disclose all exposures or hazards existing as of the effective date of the Business Auto Coverage Form or at any time during the policy period will not invalidate or adversely affect the coverage for such exposure or hazard. However, you must report the undisclosed exposure or hazard to us as soon as reasonably possible after its discovery.

XV. WORLDWIDE LIABILITY COVERAGE - HIRED AND NONOWNED AUTOS Condition B.7. in SECTION IV - BUSINESS AUTO CONDITIONS is amended to add the following:

For "accidents" resulting from the use or operation of covered "autos" you do not own, the coverage territory means all parts of the world subject to the following provisions:
a. If claim is made or "suit" is brought against an "insured" outside of the United States of America, its territories and possessions, Puerto Rico and Canada, we shall have the right, but not the duty to investigate, negotiate, and settle or defend such claim or "suit".

If we do not exercise that right, the "insured" shall have the duty to investigate, negotiate, and settle or defend the claim or "suit" and we will reimburse the "insured" for the expenses reasonably incurred in connection with the investigation, settlement or defense. Reimbursement will be paid in the currency of the United States of America at the rate of exchange prevailing on the date of reimbursement.

The "insured" shall provide us with such information we shall reasonably request regarding such claim or "suit" and its investigation, negotiation, and settlement or defense.

The "insured" shall not agree to any settlement of the claim or "suit" without our consent. We shall not unreasonably withhold consent.
b. We are not licensed to write insurance outside of the United States of America, its territories or possessions, Puerto Rico and Canada.

We will not furnish certificates of insurance or other evidence of insurance you may need for the purpose of complying with the laws of other countries relating to auto insurance.

Failure to comply with the auto insurance laws of other countries may result in fines or penalties. This insurance does not apply to such fines or penalties.

XVI. HIRED AUTO PHYSICAL DAMAGE
If no deductibles are shown in the Declarations for Physical Damage Coverage for Hired or Borrowed Autos, the following will apply:

A. We will pay for "loss" under Comprehensive and Collision coverages to a covered "auto" of the private passenger type hired without an operator for use in your business:

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1. The most we will pay for coverage afforded by this endorsement is the lesser of:
a. The actual cost to repair or replace such covered "auto" with other property of like kind and quality; or
b. The actual cash value of such covered "auto" at the time of the "loss".

2. An adjustment for depreciation and physical condition will be made in determining actual cash value in the event of a total "loss".

3. If a repair or replacement results in better than like kind or quality, we will not pay for the amount of the betterment.

B. For each covered "auto", our obligation to pay for, repair, return or replace the covered "auto" will be reduced by any deductible shown in the Declarations that applies to private passenger "autos" that you own. If no applicable deductible is shown in the Declarations, the deductible will be $250.

If the Declarations show other deductibles for Physical Damage Coverages for Hired or Borrowed Autos, this Section XVI of this endorsement does not apply.

C. Paragraph A.4.b. of SECTION III - PHYSICAL DAMAGE COVERAGE is replaced by the following:
b. Loss of Use Expenses
For Hired Auto Physical Damage provided by this endorsement, we will pay expenses for which an "insured" becomes legally responsible to pay for loss of use of a private passenger vehicle rented or hired without a driver, under a written rental contract or agreement. We will pay for loss of use expenses caused by:
(1) Other than collision only if the Declarations indicate that Comprehensive Coverage is provided for any covered "auto";
(2) Specified Causes of Loss only if the Declarations indicate that Specified Causes of Loss Coverage is provided for any covered "auto"; or
(3) Collision only if the Declarations indicate that Collision Coverage is provided for any covered "auto".

However, the most we will pay under this coverage is $30 per day, subject to a maximum of $900.

XVII. AUTO MEDICAL PAYMENTS COVERAGE - INCREASED LIMITS For any covered "loss", the Limit of Insurance for Auto Medical Payments will be double the limit shown in the Declarations if the "insured" was wearing a seat belt at the time of the "accident". This is the maximum amount we will pay for all covered medical expenses, regardless of the number of covered "autos", "insureds", premiums paid, claims made, or vehicles involved in the "accident".

If no limit of insurance for Auto Medical Payments is shown on the Declarations, this paragraph Section XVII of this endorsement does not apply.

XVIII. DRIVE OTHER CAR COVERAGE - BROADENED COVERAGE FOR DESIGNATED INDIVIDUALS A. This endorsement amends only those coverages indicated with an "X" in the Drive Other Car section of the Schedule to this endorsement.

B. SECTION II - COVERED AUTOS LIABILITY COVERAGE is amended as follows:

1. Any "auto" you don't own, hire or borrow is a covered "auto" for Liability Coverage while being used by any individual named in the Drive Other Car section of the Schedule to this endorsement or by his or her spouse while a resident of the same household except:

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a. Any "auto" owned by that individual or by any member of his or her household; or b. Any "auto" used by that individual or his or her spouse while working in a business of selling, servicing, repairing or parking "autos".

2. The following is added to Who Is An Insured:

Any individual named in the Drive Other Car section of the Schedule to this endorsement and his or her spouse, while a resident of the same household, are "insureds" while using any covered "auto" described in Paragraph B.1. of this endorsement.

C. Auto Medical Payments, Uninsured Motorist, and Underinsured Motorist Coverages are amended as follows:

The following is added to Who Is An Insured:

Any individual named in the Drive Other Car section of the Schedule to this endorsement and his or her "family members" are "insured" while "occupying" or while a pedestrian when struck by any "auto" you don't own except:

Any "auto" owned by that individual or by any "family member".

D. SECTION III - PHYSICAL DAMAGE COVERAGE is changed as follows:

Any private passenger type "auto" you don't own, hire or borrow is a covered "auto" while in the care, custody or control of any individual named in the Drive Other Car section of the Schedule to this endorsement or his or her spouse while a resident of the same household except:

1. Any "auto" owned by that individual or by any member of his or her household; or

2. Any "auto" used by that individual or his or her spouse while working in a business of selling, servicing, repairing or parking "autos".

E. For purposes of this endorsement, SECTION V - DEFINITIONS is amended to add the following:
"Family member" means a person related to the individual named in the Drive Other Car section of the Schedule to this endorsement by blood, marriage or adoption who is a resident of the individual's household, including a ward or foster child.

XIX. RENTAL REIMBURSEMENT COVERAGE
A. For any owned covered "auto" for which Collision and Comprehensive Coverages are provided, we will pay for rental reimbursement expenses incurred by you for the rental of an "auto" because of a covered physical damage "loss" to an owned covered "auto". Such payment applies in addition to the otherwise applicable amount of physical damage coverage you have on a covered "auto". No deductibles apply to this coverage.

B. We will pay only for those expenses incurred during the policy period beginning 24 hours after the "loss" and ending with the earlier of the return or repair of the covered "auto", or the exhaustion of the coverage limit.

C. Our payment is limited to the lesser of the following amounts:

1. Necessary and actual expenses incurred; or

2. $30 per day with a maximum of $900 in any one period.

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D. This coverage does not apply:

1. While there are spare or reserve "autos" available to you for your operations; or

2. If coverage is provided by another endorsement attached to this policy.

E. If a covered "loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided for under Paragraph A.4. Coverage Extensions of SECTION III - PHYSICAL DAMAGE COVERAGE of the Business Auto Coverage Form or Section VII of this endorsement.

XX. NOTICE OF CANCELLATION OR NONRENEWAL
A. Paragraph A.2. of the COMMON POLICY CONDITIONS is changed to:

2. We may cancel or non -renew this policy by mailing written notice of cancellation or non -renewal to the Named Insured, and to any name(s) and address(es) shown in the Cancellation and Non -renewal Schedule:
a. For reasons of non-payment, the greater of:
(1) 10 days; or
(2) The number of days specified in any other Cancellation Condition attached to this policy; or b. For reasons other than non-payment, the greater of:
(1) 60 days;
(2) The number of days shown in the Cancellation and Non -renewal Schedule; or (3) The number of days specified in any other Cancellation Condition attached to this policy, prior to the effective date of the cancellation or non -renewal.

B. All other terms of Paragraph A. of the COMMON POLICY CONDITIONS, and any amendments thereto, remain in full force and effect.

XXI. LOAN/LEASE PAYOFF COVERAGE
The following is added to Paragraph C. Limits Of Insurance of SECTION III - PHYSICAL DAMAGE COVERAGE:

In the event of a total "loss" to a covered "auto" of the private passenger type shown in the schedule or declarations for which Collision and Comprehensive Coverage apply, we will pay any unpaid amount due on the lease or loan for that covered "auto", less:

1. The amount paid under the PHYSICAL DAMAGE COVERAGE SECTION of the policy; and

2. Any:
a. Overdue lease/loan payments at the time of the "loss"; b. Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; c. Security deposits not returned by the lessor;
d. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and
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e. Carry-over balances from previous loans or leases.

This coverage is limited to a maximum of $1,500 for each covered "auto".

XXII.LIMITED MEXICO COVERAGE

WARNING

AUTO ACCIDENTS IN MEXICO ARE SUBJECT TO THE LAWS OF MEXICO ONLY - NOT THE LAWS OF THE UNITED STATES OF AMERICA. THE REPUBLIC OF MEXICO CONSIDERS ANY AUTO ACCIDENT A CRIMINAL OFFENSE AS WELL AS A CIVIL MATTER.

IN SOME CASES THE COVERAGE PROVIDED UNDER THIS ENDORSEMENT MAY NOT BE RECOGNIZED

BY THE MEXICAN AUTHORITIES AND WE MAY NOT BE ALLOWED TO IMPLEMENT THIS COVERAGE AT ALL IN MEXICO. YOU SHOULD CONSIDER PURCHASING AUTO COVERAGE FROM A LICENSED MEXICAN INSURANCE COMPANY BEFORE DRIVING INTO MEXICO.

THIS ENDORSEMENT DOES NOT APPLY TO ACCIDENTS OR LOSSES WHICH OCCUR BEYOND 25 MILES FROM THE BOUNDARY OF THE UNITED STATES OF AMERICA.

A. Coverage

1. Paragraph B.7. of SECTION IV - BUSINESS AUTO CONDITIONS is amended by the addition of the following:

The coverage territory is extended to include Mexico but only if all of the following criteria are met:
a. The "accidents" or "loss" occurs within 25 miles of the United States border; and b. While on a trip into Mexico for 10 days or less.

2. For coverage provided by this section of the endorsement, Paragraph B.5. Other Insurance in SECTION IV - BUSINESS AUTO CONDITIONS is replaced by the following:

The insurance provided by this endorsement will be excess over any other collectible insurance.

B. Physical Damage Coverage is amended by the addition of the following:

If a "loss" to a covered "auto" occurs in Mexico, we will pay for such "loss" in the United States. If the covered "auto" must be repaired in Mexico in order to be driven, we will not pay more than the actual cash value of such "loss" at the nearest United States point where the repairs can be made.

C. Additional Exclusions
The following additional exclusions are added:

This insurance does not apply:

1. If the covered "auto" is not principally garaged and principally used in the United States.

2. To any "insured" who is not a resident of the United States.

XXIII. WAIVER OF SUBROGATION
Paragraph A.5. in SECTION IV - BUSINESS AUTO CONDITIONS does not apply to any person or organization where the Named Insured has agreed, by written contract executed prior to the date of "accident", to waive rights of recovery against such person or organization.

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Schedule
Premium
Liability
Physical Damage
Total Premium
XVIII. Drive Other Car
Name of Individual

LIAB MP UM UIM COMP COLL
XX. Notice of Cancellation or Nonrenewal
Name and Address Number of Days
AC 84 07 11 17
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Martinez Concrete, Inc.

Policy Number: AS2Z91474068022
Issued by:

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

DESIGNATED INSURED - NONCONTRIBUTING
This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM

GARAGE COVERAGE FORM

MOTOR CARRIERS COVERGE FORM

TRUCKERS COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement.

This endorsement identifies person(s) or organization(s) who are "insureds" under the Who Is An Insured Provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage form.

Schedule
Name of Person(s) or Organizations(s): Any persons or organizations as required by a written contract or agreement entered into prior to an "occurrence" or offense.

Regarding Designated Contract or Project:

Each person or organization shown in the Schedule of this endorsement is an "insured" for Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured Provision contained in Section II of the Coverage Form.

The following is added to the Other Insurance Condition:

If you have agreed in a written agreement that this policy will be primary and without right of contribution from any insurance in force for an Additional Insured for liability arising out of your operations, and the agreement was executed prior to the "bodily injury" or "property damage", then this insurance will be primary and we will not seek contribution from such insurance.

AC 84 23 08 11
© 2010, Liberty Mutual Group of Companies. All rights reserved.

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Page 1 of 1 ends

Martinez Concrete, Inc.

POLICY NUMBER: TB2Z91474068032

COMMERCIAL GENERAL LIABILITY
CG 20 10 04 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED - OWNERS, LESSEES OR

CONTRACTORS - SCHEDULED PERSON OR

ORGANIZATION
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE
Name Of Additional Insured Person(s)
Or Organization(s)
Location(s) Of Covered Operations
All persons or organizations with whom you have
entered into a written contract or agreement, prior to
an "occurrence" or offense, to provide additional
insured status
All locations as required by a written contract or
agreement entered into prior to an "occurrence"
or offense
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

1. Your acts or omissions; or

2. The acts or omissions of those acting on your
behalf;
in the performance of your ongoing operations for
the additional insured(s) at the location(s)
designated above.

However:

1. The insurance afforded to such additional
insured only applies to the extent permitted by
law; and

2. If coverage provided to the additional insured is
required by a contract or agreement, the
insurance afforded to such additional insured
will not be broader than that which you are
required by the contract or agreement to
provide for such additional insured.

B. With respect to the insurance afforded to these
additional insureds, the following additional
exclusions apply:

This insurance does not apply to "bodily injury" or
"property damage" occurring after:

1. All work, including materials, parts or
equipment furnished in connection with such
work, on the project (other than service,
maintenance or repairs) to be performed by or
on behalf of the additional insured(s) at the
location of the covered operations has been
completed; or

2. That portion of "your work" out of which the
injury or damage arises has been put to its
intended use by any person or organization
other than another contractor or subcontractor
engaged in performing operations for a
principal as a part of the same project.

CG 20 10 04 13
© ISO Properties, Inc., 2012

Page 1 of 2 ends

C. With respect to the insurance afforded to these
additional insureds, the following is added to
Section III — Limits Of Insurance:

If coverage provided to the additional insured is
required by a contract or agreement, the most we
will pay on behalf of the additional insured is the
amount of insurance:

1. Required by the contract or agreement; or

2. Available under the applicable Limits of
Insurance shown in the Declarations;
whichever is less.

This endorsement shall not increase the
applicable Limits of Insurance shown in the
Declarations.

Page 2 of 2 ends

Martinez Concrete, Inc.

POLICY NUMBER: TB2Z91474068032 COMMERCIAL GENERAL LIABILITY CG 20 37 04 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED - OWNERS, LESSEES OR

CONTRACTORS - COMPLETED OPERATIONS
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART

SCHEDULE
Name Of Additional Insured Person(s)
Or Organization(s)
Location And Description Of Completed Operations
All persons or organizations with whom you have
entered into a written contract or agreement, prior
to an "occurrence" or offense, to provide additional
insured status
All locations as required by a written contract or
agreement entered into prior to an "occurrence" or
offense
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

A. Section II — Who Is An Insured is amended to
include as an additional insured the person(s) or
organization(s) shown in the Schedule, but only
with respect to liability for "bodily injury" or
"property damage" caused, in whole or in part, by
"your work" at the location designated and
described in the Schedule of this endorsement
performed for that additional insured and
included in the "products -completed operations
hazard".

However:

1. The insurance afforded to such additional
insured only applies to the extent permitted
by law; and

2. If coverage provided to the additional insured
is required by a contract or agreement, the
insurance afforded to such additional insured
will not be broader than that which you are
required by the contract or agreement to
provide for such additional insured.

B. With respect to the insurance afforded to these
additional insureds, the following is added to
Section III — Limits Of Insurance:

If coverage provided to the additional insured is
required by a contract or agreement, the most we
will pay on behalf of the additional insured is the
amount of insurance:

1. Required by the contract or agreement; or

2. Available under the applicable Limits of
Insurance shown in the Declarations;
whichever is less.

This endorsement shall not increase the applicable
Limits of Insurance shown in the Declarations.

CG 20 37 0413
© Insurance Services Office, Inc., 2012 Page 1 of 1

COMMERCIAL GENERAL LIABILITY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

PRIMARY AND NONCONTRIBUTORY -

OTHER INSURANCE CONDITION
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART
The following is added to the Other Insurance
Condition and supersedes any provision to the
contrary:

Primary And Noncontributory Insurance
This insurance is primary to and will not
seek contribution from any other insur-
ance available to an additional insured
under your policy provided that:
© Insurance Services Office, Inc., 2012
(1)
(2)
The additional insured is a Named
Insured under such other insurance;
and
You have agreed in writing in a con-
tract or agreement that this insur-
ance would be primary and would
not seek contribution from any other
insurance available to the additional
insured.

CG 20 01 04 13

Martinez Concrete, Inc.

TB2Z91474068032

COMMERCIAL GENERAL LIABILITY
CG 24 04 12 19
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

WAIVER OF TRANSFER OF RIGHTS OF RECOVERY

AGAINST OTHERS TO US (WAIVER OF SUBROGATION)
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

ELECTRONIC DATA LIABILITY COVERAGE PART

LIQUOR LIABILITY COVERAGE PART

POLLUTION LIABILITY COVERAGE PART DESIGNATED SITES

POLLUTION LIABILITY LIMITED COVERAGE PART DESIGNATED SITES

PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART

RAILROAD PROTECTIVE LIABILITY COVERAGE PART

UNDERGROUND STORAGE TANK POLICY DESIGNATED TANKS

SCHEDULE
Name Of Person(s) Or Organization(s):

As required by written contract or agreement entered into prior to loss.

Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

The following is added to Paragraph 8. Transfer Of
Rights Of Recovery Against Others To Us of
Section IV — Conditions:

We waive any right of recovery against the person(s)
or organization(s) shown in the Schedule above
because of payments we make under this Coverage
Part. Such waiver by us applies only to the extent that the insured has waived its right of recovery against
such person(s) or organization(s) prior to loss. This
endorsement applies only to the person(s) or
organization(s) shown in the Schedule above.

CG 24 04 12 19
© Insurance Services Office, Inc., 2018 Page 1 of 1

Martinez Concrete, Inc.

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT —

CALIFORNIA
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule.

The additional premium for this endorsement shall be 2% of the California workers' compensation premium otherwise due on such remuneration.

Schedule
[Additional premium is a percent of the California Manual Workers Compensation premium. Subject to a minimum premium charge of $ 250]
Person or Orcanization
Where required by contract or written agreement
prior to loss and allowed by law
Issued by Choose an item.

For attachment to Policy No. WC2Z91474068012
Issued to Martinez Concrete, Inc.

WC 04 03 06 R1
Ed. 08/2013
Job Description
Effective Date 03/01/2022 Premium $

Page 1 of 1 ends

RESOLUTION NO. R-2022-55

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

PLACENTIA, CALIFORNIA AUTHORIZING A BUDGET
AMENDMENT IN FISCAL YEAR 2022-23 IN COMPLIANCE
WITH CITY CHARTER OF THE CITY OF PLACENTIA §§ 1206
AND 1209 PERTAINING TO APPROPRIATIONS FOR
ACTUAL EXPENDITURES.

A. Recitals.
(i). The adopted budget for the 2022-23 Fiscal Year sets out estimated appropriations for City expenses throughout the year.
(ii). From time to time the adopted budget must be adjusted when precise expenditures are finally determined or when estimated expenditures exceed projected costs allocated.
(iii). City Charter of the City of Placentia § 1206 authorizes the City Council to amend or supplement the budget by motion adopted by the affirmative votes of at least three members so as to authorize the transfer of unused balances appropriated for one purpose to another purpose, or to appropriate available revenues not included in the budget. All other legal prerequisites to the adoption of this Resolution have occurred.

B. Resolution.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PLACENTIA DOES HEREBY FIND, DETERMINE AND RESOLVE AS FOLLOWS:

1. In all respects as set forth in the Recitals, Part A., of this Resolution.

2. The adopted budget for Fiscal Year 2022-23, Resolution No. R-2022-55, is hereby amended to adjust the following accounts as specified below:

Fund
Description
Department
GL Account
Amount
Type
Measure U
Fund Balance
Public Works
791305-6740
$92,600
Expense
Measure U
Construction
Services
Public Works
0079-3001
$92,600
Revenue

3. The Mayor shall sign this resolution, and the City Clerk shall attest and certify to the passage and adoption thereof.

Resolution R-2022-55

Page 1 of 2 ends

ATTACHMENT 3

PASSED, ADOPTED AND APPROVED THIS 19th DAY OF JULY 2022.

Rhonda Shader, Mayor
ATTEST:

Robert McKinnell, City Clerk

STATE OF CALIFORNIA

COUNTY OF ORANGE
I, Robert McKinnell, City Clerk of the City of Placentia, do hereby certify that the foregoing resolution was adopted at a regular meeting of the City Council of the City of Placentia held on the 19th day of July 2022 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

Councilmembers:

Robert McKinnell, City Clerk
APPROVED AS TO FORM:

Christian Bettenhausen, City Attorney
Resolution R-2022-55

Page 2 of 2 ends

TO:

VIA:

FROM:

DATE:

SUBJECT:

Placentia City Council

AGENDA REPORT

CITY COUNCIL

CITY ADMINISTRATOR

FIRE CHIEF
JULY 19, 2022
AMENDMENT NO. 3 TO PROFESSIONAL SERVICES AGREEMENT WITH DENNIS GRUBB AND ASSOCIATES, LLC. FOR FIRE PREVENTION/FIRE

MARSHAL SERVICES FOR PLACENTIA FIRE AND LIFE SAFETY

DEPARTMENT
FISCAL
IMPACT: $50,000 — Department Contract Services (103066-6290), with at least 80% of revenue generated by fire inspection and permit fees offsetting this expense.

SUMMARY:

On June 4, 2019, the City Council voted to establish the Placentia Fire & Life Safety Department (PFLSD). As part of that decision, the City Council directed the City Administrator to take the necessary steps to implement the Department, which includes taking steps to ensure that buildings within city limits are regularly inspected for fire safety. On October 4, 2021, a Professional Services Agreement (PSA) was executed with Dennis Grubb and Associates, LLC (DGA) to provide the PFLSD with various fire prevention related services including, but not limited to, fire plan review, fire prevention inspections, and acting as the City's Fire Marshal.

The PSA with DGA originally included a two (2) year contract term with the contract amount of $24,500 which was approved under the purview of the City Administrator's signature authority.

DGA began fire prevention services in January 2022, and due to the backlog of inspections due in the City, as well as taking over other Fire preventative responsibilities, PFLSD needed to increase the contract to $50,000 in March 2022 and again in May 2022, totaling the amount to $100,000.

However, the backlog still exists and PFLSD has not yet hired in-house fire prevention staff and is requesting to increase the compensation for the amended contract amount with DGA an additional $50,000 bringing the contract total to $150,000, resulting in Amendment 3 (Attachment 1).

The proposed Amendment is being presented for City Council consideration to allow DGA to continue providing inspection and fire prevention services.

1.h.

July 19, 2022

City Council Agenda
July 19, 2022

Page 2 of 3 ends

RECOMMENDATION:

It is recommended that the City Council take the following actions:

1. Approve Amendment No. 3 to the Professional Services Agreement with Dennis Grubb and Associates LLC. to increase the compensation from $100,000 to $150,000; and

2. Authorize the City Administrator to execute the necessary documents, in a form approved by the City Attorney.

DISCUSSION:

Fire prevention services are an integral part of a full -service municipal fire department. The State of California determines that certain businesses require fire inspections as part of their ongoing operations. The PFLSD was not initially set up to independently begin these inspections or review fire plans without utilizing the services of an experienced consultant. When the initial contract was drafted, several fire prevention agencies were contacted to submit proposals, and ultimately Dennis Grubb and Associates, LLC was awarded a contract due to their pricing and record of excellent service within Orange County.

The aforementioned contract will fulfill a temporary role until such time as the PFLSD is able to hire an in-house Fire Marshal and Fire Prevention Specialist. Ultimately, the goal is to have DGA support in-house PFLSD staff on an "as needed" basis until such time as PFLSD can complete the backlogged inspections for the City.

To continue their support during this divisional stand up period, Staff recommends increasing the contract award by $50,000 to allow DGA to provide the needed fire inspection support services.

No other changes to the agreement are proposed, nor is the rate of compensation paid under the existing terms of the agreement.

FISCAL IMPACT:

The fiscal impact of the proposed contract amendment is $50,000. This impact will be offset as the PFLSD will soon have an updated Fire Fee Schedule to generate revenue for these services and recover at least 80% of the inspection and permit fees. With the updated fee schedule implemented on July 1, 2022, the fire prevention services rates will recover the costs of in-house staff with support by DGA.

Prepared by: ' vie �d d approved:

Crystal Adams v • ine
Management Analyst Fire + iief

City Council Agenda
July 19, 2022

Page 3 of 3 ends

Damien R. Arrula
City Administrator
Attachments:

1. Amendment No. 3 to
Associates

2. Amendment No. 2 to
Associates

3. Amendment No. 1 to
Associates
Professional Services Agreement with Dennis Grubb and
Professional Services Agreement with Dennis Grubb and
Professional Services Agreement with Dennis Grubb and

AMENDMENT NO. 3 TO

PROFESSIONAL SERVICES AGREEMENT
WITH

DENNIS GRUBB AND ASSOCIATES, LLC
This Amendment No. 3 ("Amendment") to Professional Services Agreement is made and entered into effective the 19th day of July, 2022, by and between the CITY OF PLACENTIA, a Charter City and Municipal Corporation ("CITY"), and Dennis Grubb and Associaties, LLC, a California corporation (hereinafter "CONSULTANT"). CITY and CONSULTANT are sometimes hereinafter individually referred to as "Party" and or collectively referred to as the "Parties."
A. Recitals.
(i). CITY and CONSULTANT entered into a Professional Services Agreement ("Agreement") effective October 26, 2021 through which CONSULTANT has been providing professional services as more fully explained in the Scope of Services attached to the Agreement as Exhibit "A."
(ii). Due to a large backlog of work to be completed, on March 1, 2022 the Parties executed Amendment No. 1 to increase CONSULTANT'S compensation from $24,500.00 to $50,000.00. The Parties executed Amendment No. 2 on May 3, 2022 to increase the CONSULTANT'S compenstation from $50,000.00 to $100,000.00. The parties now seek to increase CONSULTANT'S compensation from $100,000 to $150,000.00 to continue to address the large backlog of work to be completed.
(iii). All legal prerequisites to the making of this Amendment have occurred.

NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein, the Parties agree as follows:

B. Amendment to Agreement.

1. Paragraph 2.1 of the Agreement is hereby amended to read as follows:

Consultant shall be paid in accordance with the fee schedule set forth in Exhibit "A".

Consultant's total compensation shall not exceed One Hundred Thousand Dollars ($150,000.00).

2. Except as specifically modified herein, all of the terms, conditions and provisions of the Agreement shall remain in full force and effect.

3. The Agreement, all amendments together with this Amendment No. 3 and all Exhibits attached thereto, constitutes the entire Agreement between the Parties and supersedes all prior negotiations, arrangements, representations, and understandings, if any, made by or between the Parties with respect to the subject matter hereof. No ATTACHMENT 1

Page 1 of 2 ends

amendment or other modification of the Agreement, as modified by this Amendment No. 3 shall be binding unless executed in writing by both Parties hereto, or their respective successors, assigns, or grantees.

4. Each of the undersigned represents and warrants that he or she is duly authorized to execute and deliver this Amendment No. 3 and that such execution is binding upon the entity for which he or she is executing this document.

IN WITNESS WHEREOF, the Parties have caused Amendment No. 3 to the Professional Services Agreement are to be executed as of the day and year first above written.

CONSULTANT CITY OF PLACENTIA
By: By:

Dennis Grubb, Consultant Damien R. Arrula, City Administrator ATTEST:

By:

Robert S. McKinnell, City Clerk
APPROVED AS TO FORM:

By:

Christian L. Bettenhausen, City Attorney
ATTACHMENT 1

Page 2 of 2 ends

AMENDMENT NO. 2 TO

PROFESSIONAL SERVICES AGREEMENT
WITH

DENNIS GRUBB AND ASSOCIATES, LLC
This Amendment No. 2 ("Amendment") to Professional Services Agreement is made and entered into effective the 3rd day of May, 2022, by and between the CITY OF PLACENTIA, a Charter City and Municipal Corporation ("CITY"), and Dennis Grubb and Associaties, LLC, a California corporation (hereinafter "CONSULTANT"). CITY and CONSULTANT are sometimes hereinafter individually referred to as "Party" and or collectively referred to as the "Parties."
A. Recitals.
(i). CITY and CONSULTANT entered into a Professional Services Agreement ("Agreement") effective October 26, 2021 through which CONSULTANT has been providing professional services as more fully explained in the Scope of Services attached to the Agreement as Exhibit "A."
(ii). Due to a large backlog of work to be completed, on March 1, 2022 the Parties executed Amendment No. 1 to increase CONSULTANT'S compensation from $24,500.00 to $50,000.00. The parties now seek to increase CONSULTANT'S compensation from $50,000 to $100,000.00 to continue to address the large backlog of work to be completed. (iii). All legal prerequisites to the making of this Amendment have occurred.

NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein, the Parties agree as follows:

B. Amendment to Agreement.

1. Paragraph 2.1 of the Agreement is hereby amended to read as follows:

Consultant shall be paid in accordance with the fee schedule set forth in Exhibit "A".

Consultant's total compensation shall not exceed One Hundred Thousand Dollars ($100,000.00).

2. Except as specifically modified herein, all of the terms, conditions and provisions of the Agreement shall remain in full force and effect.

3. The Agreement, all amendments together with this Amendment No. 2 and all Exhibits attached thereto, constitutes the entire Agreement between the Parties and supersedes all prior negotiations, arrangements, representations, and understandings, if any, made by or between the Parties with respect to the subject matter hereof. No amendment or other modification of the Agreement, as modified by this Amendment No.

ATTACHMENT 1

Page 1 of 2 ends

2 shall be binding unless executed in writing by both Parties hereto, or their respective successors, assigns, or grantees.

4. Each of the undersigned represents and warrants that he or she is duly authorized to execute and deliver this Amendment No. 2 and that such execution is binding upon the entity for which he or she is executing this document.

IN WITNESS WHEREOF, the Parties have caused Amendment No. 2 to the Professional Services Agreement are to be executed as of the day and year first above written.

CONSULTANT CITY OF PLACENTIA
By: By:

Dennis Grubb, Consultant Damien R. Arrula, City Administrator ATTEST:

By:

Robert S. McKinnell, City Clerk
APPROVED AS TO FORM:

By:

Christian L. Bettenhausen, City Attorney
ATTACHMENT 1

Page 2 of 2 ends

AMENDMENT NO. 1 TO

PROFESSIONAL SERVICES AGREEMENT
WITH

DENNIS GRUBB AND ASSOCIATES, LLC
This Amendment No. 1 ("Amendment") to Professional Services Agreement is made and entered into effective the 1St day of March, 2022, by and between the CITY OF PLACENTIA, a Charter City and Municipal Corporation ("CITY"), and Dennis Grubb and Associaties, LLC, a California corporation (hereinafter "CONSULTANT"). CITY and CONSULTANT are sometimes hereinafter individually referred to as "Party" and or collectively referred to as the "Parties." A. Recitals.
(i). CITY and CONSULTANT entered into a Professional Services Agreement ("Agreement") effective October 26, 2021 through which CONSULTANT has been providing professional services as more fully explained in the Scope of Services attached to the Agreement as Exhibit "A."
(ii). Due to a large backlog of work to be completed, the Parties now seek to amend the Agreement to increase CONSULTANT'S compensation from $24,500.00 to $50,000.00. (iii). All legal prerequisites to the making of this Amendment have occurred.

NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein, the Parties agree as follows:

B. Amendment to Agreement.

1. Paragraph 2.1 of the Agreement is hereby amended to read as follows:

Consultant shall be paid in accordance with the fee schedule set forth in Exhibit "A".

Consultant's total compensation shall not exceed Fifty Thousand Dollars ($50,000.00).

2. Except as specifically modified herein, all of the terms, conditions and provisions of the Agreement shall remain in full force and effect.

3. The Agreement, all amendments together with this Amendment No. 1 and all Exhibits attached thereto, constitutes the entire Agreement between the Parties and supersedes all prior negotiations, arrangements, representations, and understandings, if any, made by or between the Parties with respect to the subject matter hereof. No amendment or other modification of the Agreement, as modified by this Amendment No. 1 shall be binding unless executed in writing by both Parties hereto, or their respective successors, assigns, or grantees.

4. Each of the undersigned represents and warrants that he or she is duly authorized to execute and deliver this Amendment No. 1 and that such execution is binding upon the entity for which he or she is executing this document.

Page 1 of 2 ends

ATTACHMENT 1

i IN WITNESS WHEREOF, the Parties have caused Amendment No. 1 to the Professional Services Agreement are to be executed as of the day and year first above written.

CONSULTANT
By:

Dennis Grubb, Consultant

CITY OF PLACENTIA
ATTEST
By:

Ro.ert S. McKinnell, City Clerk

APPROVED AS T
By

Page 2 of 2 ends

Gfu•istian L. Bettenhausen, ity Attorney
ATTACHMENT 1

ACCPI?Do
�� CERTIFICATE OF LIABILITY INSURANCE

DATE (MMIDD/YYYY)
03/08/2022
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PRODUCER

WILLHITE INSURANCE AGENCY, INC
6117 BROCKTON AVENUE, STE 206
CA 92506

CONTACT JOHN WILLHITE
NAME:
(A/cC,, No. Eat): 951-682-8297 (Fn C. No}: 951-682-7297 E'MAII [email protected]
ADDRESS: [email protected]

INSURER(S) AFFORDING COVERAGE
NAIC#
INSURERA: THE HARTFORD INSURANCE COMPANY
29424

INSURED

DENNIS GRUBB AND ASSOCIATES
6560 VAN BUREN BLVD. STE. B
RIVERSIDE, CA 92503
INSURER B : SEQUOIA INSURANCE COMPANY
22985
INSURER C: UNDERWRITERS AT LLOYDS
32727
INSURER D :

INSURER E :

INSURER F :

COVERAGES
CERTIFICATE NUMBER:

REVISION NUMBER:

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR
LTR

TYPE OF INSURANCE
AODL
INSD
MR
WVD

POLICY NUMBER

POLICY EFF

IMM/DD/YYYY)

POLICY EXP
(MMIDDIYYYY)
LIMITS
A
X

COMMERCIAL GENERAL LIABILITY
y
Y
83SBANX2247
01/13/202201/13/2023

EACH OCCURRENCE
$ 2,000,000

CLAIMS -MADE

X OCCUR

DAMAGE TO RE VIED
PREMISES Ea occurrence)
$ 1,000,000
MED EXP (Any one person)
$ 10,000

PERSONAL&ADVINJURY
$ 1,000,000
GEN'L

AGGREGATE

I POLICY
OTHER

LIMIT APPLIES
jE -T
PER:

LOC

GENERAL AGGREGATE
$ 4,000,000

PRODUCTS - COMP/OP AGG
$ 2,000,000
$

AUTOMOBILE
I

LIABILITY

ANY AUTO
OWNED

AUTOS ONLY
HIRED

AUTOS ONLY

SCHEDULED
AUTOS

NON -OWNED

AUTOS ONLY

COMBINED SINGLE LIMIT
(Ea accident)
$
BODILY INJURY (Per person)
$
BODILY INJURY (Per accident)

PROPERTY DAMAGE
(Per acrldant)
$
$

UMBRELLA LIAB

EXCESS LIAB
O
OCCUR

CLAIMS -MADE

EACH OCCURRENCE
$
$

AGGREGATE
DED RETENTION $
$
B

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY

ANYPROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBEREXCLUDED?
(Mandatory In NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
Y/ N
N I A
y
QWC1204923
04/01/2022
04/01/2023
X . STATUTE ER"

E L EACH ACCIDENT
$ 1,000,000
E.L. DISEASE - EA EMPLOYEE
$ 1,000,000
E.L. DISEASE - POLICY LIMIT
$ 1,000,000
C

PROFESSIONAL LIABILITY
PSK0139434375
03/17/2022
03/17/2023

OCCURRENCE

AGGREGATE
1,000,000
1,000,000
DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

THE CITY OF PLACENTIA AND ITS ELECTED AND APPOINTED BOARDS, OFFICERS, OFFICIALS, AGENTS, EMPLOYEES AND VOLUNTEERS ARE ADDITIONAL INSUREDS WITH RESPECTS TO: LIABILITY ARISING OUT OF ACTIVITES PERFORMED BY OR ON BEHALF OF THE CONSULTANT PURSUANT TO ITS CONTRACT WITH THE CITY; PRODUCTS AND COMPLETED OPERATIONS OF THE CONSULTANT; PREMISES OWNED, OCCUPIED OR USED BY THE CONSULTANT; AUTOMOBILES OWNED, LEASED, HIRED, OR BORROWED BY THE CONSULTANT.

CERTIFICATE HOLDER

CANCELLATION

CITY OF PLACENTIA
401 E. CHAPMAN AVE
PLACENTIA, CA 92870

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

AUTHORIZED REPRESENTATIVE

JOHN WILLHITE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORD

IMPORTANT
If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

DISCLAIMER
This Certificate of Insurance does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.

ACORD 25 (2009/01)

WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06
(Ec. 04.84)

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA We have the right to recover our payments from anyone liable for an Injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described In the Schedule.

The additional premium for this endorsement shall be 2% of the California workers' compensation premium otherwise due an such remuneration.

Schedule
Person or Organization Job Description
Any person or organization as required by written contract.

This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 4/1/2022 Policy No. QWC1204923
Insured DENNIS GRUBB AND ASSOCIATES LLC
Insurance Company Sequoia Insurance Company
Countersigned by
WC 04 03 06
(Ed. 04-84)
dorsement No. 0
Premium $ 500

Placentia Cit Council

AGENDA REPORT
TO: CITY COUNCIL
VIA: CITY ADMINISTRATOR
FROM: DIRECTOR OF FINANCE
DATE: JULY 19, 2022
SUBJECT: RESOLUTION ADOPTING THE ANNUAL STATEMENT OF INVESTMENT POLICY FOR FISCAL YEAR 2022-23
FISCAL
IMPACT: NONE
SUMMARY:

In accordance with California Government Code ("CGC") Section 53646(a)(2), submitted for City Council review and approval is the annual Statement of Investment Policy for Fiscal Year 2022-

23. The proposed investment policy states the goals of the City's investment activities, the types of investments in which the City is allowed to invest its funds and the reporting requirements.

RECOMMENDATION:

It is recommended that the City Council take the following action:

Adopt Resolution No. R-2022-51, a Resolution of the City Council of the City of Placentia, California, adopting the annual Statement of Investment Policy for the Fiscal Year 2022-

23. DISCUSSION:

An investment policy describes the parameters for investing government funds and identifies the investment objectives, preferences or tolerance for risk, constraints on the investment portfolio, and how the investment program will be managed and monitored. The document itself serves as a communication tool for the Staff, elected officials, the public, rating agencies, bondholders, and any other stakeholders on investment guidelines and priorities. An investment policy enhances the quality of decision making and demonstrates a commitment to the fiduciary care of public funds, making it the most important element in a public funds investment program.

The City of Placentia's Investment Policy is reviewed and updated annually and includes statements on the following:
• Scope and investment objectives: The scope of the policy covers all funds of the City, with the policy's objectives being (in order) Safety, Liquidity and Yield.

1.1. July 19, 2022

City Council Agenda
July 19, 2022

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o Safety- Safety of principal is the foremost objective of the investment program.

Investments shall be undertaken in a manner that seeks to ensure the preservation of capital in the overall portfolio.
o Liquidity- The City's investment portfolio will remain sufficiently liquid to enable the City of Placentia to meet all operating requirements which might be reasonably anticipated.
o Yield -The City's investment portfolio shall have the objective of attaining a comparative performance measurement or an acceptable rate of return throughout budgetary and economic cycles. These measurements should be commensurate with the City's investment risk constraints identified in this Investment Policy and the cash flow characteristics of the portfolio.
• Roles, responsibilities, and standards of care: The City Treasurer shall be responsible for investment of City Funds and comply with the "prudent investor" standard which states, "When investing, reinvesting, purchasing, acquiring, exchanging, selling, or managing public funds a trustee shall act with care, skill, prudence, and diligence under the circumstances then prevailing, including but not limited to, the general economic conditions and the anticipated needs of the agency, that a prudent person acting in a like capacity and familiarity with those matters would use in the conduct of funds of a like character and with like aims, to safeguard the principal and maintain the liquidity of the agency." • Suitable and authorized investments: Investment of City funds is governed by the California Government Code Sections 53600 et seq. Only those investments authorized in the policy shall be allowable. Examples of authorized investments include United States treasury bills, bonds or notes, Local Agency Investment Fund (LAIF), Negotiable Certificates of Deposit and United States Government obligations.
• Diversification: The City shall diversify the investments within the portfolio to avoid incurring unreasonable risks inherent in over -investing in specific instruments, individual financial institutions, or maturities. To promote diversification, no more than 5% of the portfolio may be invested in the securities of any one issuer, regardless of security type, excluding U.S.

Treasuries, federal agencies, and pooled investments such as LAIF, money market funds, or local government investment pools.
• Safekeeping, custody, and internal controls: All security transactions shall be conducted on a delivery -versus -payment (DVP) basis. Securities will be held by a third -party custodian designated by the City Treasurer and evidenced by safekeeping receipts. Appropriate internal controls will be established and reviewed annually by external auditors that will review and perform procedure testing on the City's cash and investments that have a material impact on the financial statements.
• Authorized financial institutions, depositories, and brokerldealers: The City Treasurer will maintain a list of approved financial institutions authorized to provide investment services to the public agency in the State of California. These may include "primary" dealers or regional dealers that qualify under Securities & Exchange Commission Rule 15C3-1 (uniform net capital rule).

City Council Agenda
July 19, 2022

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• Risk and performance standards: The recommended performance benchmark is the Two - Year Constant Treasury Maturity Rate which is consistent with the weighted average maturity of the portfolio.
• Reporting and disclosure standards: The City Treasurer will prepare and submit quarterly reports to the City Council stating compliance of the portfolio with the investment policy and affirming the City's ability to meet its expenditure requirements for the next six months.

The Investment Policy for Fiscal Year 2022-23 has been significantly updated to incorporate best practices recommended by the Government Finance Officers Association (GFOA) and align with their sample investment policy.

Prepared by:

Jennifer Lampman
Director of Finance
Reviewe. -n a•i.,oved:

Damien R. Arrula
City Administrator
Reviewed and approved:

Kevin Larson
City Treasurer
Attachments:

1. Resolution No. R-2022-51 — Annual Statement of Investment Policy

2. Statement of Investment Policy 2022-23

City of Placentia

STATEMENT OF

INVESTMENT POLICY
Adopted by the City Council on July 19, 2022

CITY OF PLACENTIA

INVESTMENT POLICY

CONTENTS
I. INTRODUCTION 1
II. SCOPE 1
III. PRUDENCE 1
IV. OBJECTIVES 2
V. DELEGATION OF AUTHORITY 3
VI. ETHICS AND CONFLICTS OF INTEREST 3
VII. INTERNAL CONTROLS 4
VIII. AUTHORIZED FINANCIAL INSTITUTIONS, DEPOSITORIES, AND BROKER/DEALERS 4 IX. AUTHORIZED INVESTMENTS 5
X. PROHIBITED INVESTMENT VEHICLES AND PRACTICES 9
XI. INVESTMENT POOLS/MUTUAL FUNDS 9
XII. COLLATERALIZATION 10
XIII. DELIVERY, SAFEKEEPING AND CUSTODY 10
XIV. MAXIMUM MATURITY 11
XV. DIVERSIFICATION 11
XVI. REVIEW OF INVESTMENT PORTFOLIO 11
XVII. PERFORMANCE EVALUATION 11
XVIII. REPORTING 12
XIX. REVIEW OF INVESTMENT POLICY 12
GLOSSARY OF INVESTMENT TERMS 13

I. INTRODUCTION
The purpose of this investment policy is to identify various policies and procedures that will foster a prudent and systematic investment program designed to seek the City of Placentia's objectives of safety, liquidity and return on investment through a diversified investment portfolio. This policy also serves to organize and formalize the City's investment -related activities, while complying with all applicable statutes governing the investment of public funds. This policy is written to incorporate industry best practices and recommendations from sources such as the Government Finance Officers Association (GFOA), California Municipal Treasurers Association (CMTA), California Debt and Investment Advisory Commission (CDIAC) and the Association of Public Treasurers (APT).

This investment policy was adopted by the City Council and is effective as of July 19, 2022, and replaces any previous versions.

II. SCOPE
This policy applies to all funds and investment activities under the direct authority of the City, as set forth in the State Government Code, Sections 53600 et seq., with the following exceptions:
• Proceeds of debt, which are governed by the investment provisions of their specific bond indentures.
• Pension and Other Post -Employment Benefit (OPEB) Trust Funds, which are invested in accordance with the provisions of the Trust Agreements. • Any other funds specifically exempted by the City Council.

POOLING OF FUNDS
Except for cash in certain restricted and special funds, the City will consolidate cash and reserve balances from all funds to maximize investment earnings and to increase efficiencies with regard to investment pricing, safekeeping and administration. Investment income will be allocated to the various funds based on their respective participation and in accordance with generally accepted accounting principles.

III. PRUDENCE
Pursuant to California Government Code, Section 53600.3, all persons authorized to make investment decisions on behalf of the City are trustees and therefore fiduciaries subject to the Prudent Investor Standard:
"...all governing bodies of local agencies or persons authorized to make investment decisions on behalf of those local agencies investing public funds pursuant to this chapter are trustees and therefore fiduciaries subject to the prudent investor 1 standard. When investing, reinvesting, purchasing, acquiring, exchanging, selling, or managing public funds, a trustee shall act with care, skill, prudence, and diligence under the circumstances then prevailing, including, but not limited to, the general economic conditions and the anticipated needs of the Agency, that a prudent person acting in a like capacity and familiarity with those matters would use in the conduct of funds of a like character and with like aims, to safeguard the principal and maintain the liquidity needs of the Agency. Within the limitations of this section and considering individual investments as part of an overall strategy, investments may be acquired as authorized by law."
The Treasurer and other authorized persons responsible for managing City funds acting in accordance with written procedures and this investment policy and exercising due diligence shall be relieved of personal responsibility for an individual security's credit risk or market price changes provided that the Treasurer or other authorized persons acted in good faith. Deviations from expectations of a security's credit or market risk should be reported to the governing body in a timely fashion and appropriate action should be taken to control adverse developments.

IV. OBJECTIVES
The City's overall investment program shall be designed and managed with a degree of professionalism worthy of the public trust. The overriding objectives of the program are to preserve principal, provide sufficient liquidity, and manage investment risks, while seeking a market -rate of return.

1. SAFETY. Safety of principal is the foremost objective of the investment program.

Investments will be undertaken in a manner that seeks to ensure the preservation of capital in the overall portfolio. To attain this objective, the City will diversify its investments by investing funds among a variety of securities with independent returns. The City shall seek to preserve principal by mitigating the two types of risk: credit risk and market risk. a. Credit risk, defined as the risk of loss due to failure of the issuer of a security, shall be mitigated by investing in issuers that carry the direct or implied backing of the U.S. Government (including, but not limited to, the U.S.

Treasury, U.S. Government Agencies, and federally insured banks). The portfolio will be diversified so that the failure of any one issuer does not unduly harm the City's capital base and cash flow.
b. Market risk, (aka "interest rate risk") defined as market value fluctuations due to overall changes in the general level of interest rates shall be mitigated by limiting the maximum maturity of any one security to five years, structuring the portfolio based on historic and current cash flow analysis eliminating the need to sell securities prior to maturity and avoiding the purchase of long-term securities for the sole purpose of short term speculation. Moreover, it is the City's full intent, at the time of purchase, to hold all investments until maturity to ensure the return of all invested 2 principal dollars. Limited exceptions will be granted for security swaps that would improve the portfolio's yield and/or credit quality.

2. LIQUIDITY. The investment portfolio will remain sufficiently liquid to meet all operating requirements that may be reasonably anticipated.

3. RETURN ON INVESTMENTS. The investment portfolio will be designed with the objective of attaining a market rate of return throughout budgetary and economic cycles, taking into account the investment risk constraints for safety and liquidity needs.

V. DELEGATION OF AUTHORITY
Authority to manage the City's investment program is derived from California Government Code, Sections 41006 and 53600 et seq.

The City Council is responsible for the management of the City's funds, including the administration of this investment policy. Management responsibility for the cash management of the City's funds is hereby delegated to the City Treasurer and will be reaffirmed annually. In the Treasurer's absence, the Treasurer delegates investment authority to the Deputy City Treasurer (Finance Director) as allowable per California Government Code Section 41006.

The Treasurer will be responsible for all transactions undertaken and will establish a system of procedures and controls to regulate the activities of subordinate officials and employees.

Such procedures will include explicit delegation of authority to persons responsible for investment transactions. No person may engage in an investment transaction except as provided under the terms of this policy and the procedures established by the City Treasurer.

The City may engage the services of one or more external investment advisers, who are registered under the Investment Advisers Act of 1940, to assist in the management of the City's investment portfolio in a manner consistent with the City's objectives. External investment advisers may be granted discretion to purchase and sell investment securities in accordance with this investment policy.

The City's overall investment program shall be designed and managed with a degree of professionalism that is worthy of the public trust. The City recognizes that in a diversified portfolio, occasional measured losses may be inevitable and must be considered within the context of the overall portfolio's return and the cash flow requirements of the City.

VI. ETHICS AND CONFLICTS OF INTEREST
All participants in the investment process shall act as custodians of the public trust.

Investment officials shall recognize that the investment portfolio is subject to public review and evaluation. Thus employees and officials involved in the investment process shall refrain from personal business activity that could create a conflict of interest or the 3 appearance of a conflict with proper execution of the investment program, or which could impair their ability to make impartial investment decisions.

Employees and investment officials shall disclose to the City Administrator any material interests in financial institutions with which they conduct business, and they shall further disclose any large personal financial/investment positions that could be related to the performance of the investment portfolio. Employees and officers shall not undertake any personal investment transactions with the same individual with whom business is conducted on behalf of the Agency.

VII. INTERNAL CONTROLS
The City Treasurer is responsible for establishing and maintaining an internal control structure designed to ensure that the assets of the entity are protected from loss, theft or misuse. The internal control structure shall be designed to provide reasonable assurance that these objectives are met. Internal controls shall include but are not limited to:
verification of all wire transfers from two of the four following officers: Mayor, City Treasurer, City Administrator, Finance Director, authorization of transactions , timely bank reconciliations and custodial safekeeping (investment securities are held by an independent financial institution and are recorded in the City's name). Annually, an independent auditing firm shall review internal controls in conjunction with the audit of the City's financial statements and provide written recommendations and observations regarding the adequacy of investment controls. These observations will be reviewed by the City's Financial Audit Oversight Committee as part of their annual audit review of the City's Annual Comprehensive Financial Report (ACFR). All banking and investment accounts held by approved financial institutions shall conform to the City of Placentia Wire and Funds Transfer Policy #443.

VIII. AUTHORIZED FINANCIAL INSTITUTIONS, DEPOSITORIES, AND BROKER/DEALERS To the extent practicable, the Treasurer shall endeavor to complete investment transactions using a competitive bid process whenever possible. The City's Treasurer will determine which financial institutions are authorized to provide investment services to the City. It shall be the City's policy to purchase securities only from authorized institutions and firms.

The Treasurer shall maintain procedures for establishing a list of authorized broker/dealers and financial institutions which are approved for investment purposes that are selected through a process of due diligence as determined by the City. Due inquiry shall determine whether such authorized broker/dealers, and the individuals covering the City are reputable and trustworthy, knowledgeable and experienced in Public Agency investing and able to meet all of their financial obligations. These institutions may include "primary" dealers or regional dealers that qualify under Securities and Exchange Commission (SEC) Rule 15c3- 1 (uniform net capital rule).

In accordance with Section 53601.5, institutions eligible to transact investment business with the City include:
4 • Primary government dealers as designated by the Federal Reserve Bank and non - primary government dealers.
• Nationally or state -chartered banks.
• The Federal Reserve Bank.
• Direct issuers of securities eligible for purchase.

Selection of financial institutions and broker/dealers authorized to engage in transactions will be at the sole discretion of the City, except where the City utilizes an external investment adviser in which case the Agency may rely on the adviser for selection.

All financial institutions which desire to become qualified bidders for investment transactions (and which are not dealing only with the investment adviser) must supply the Treasurer with audited financials, proof of state registration, proof of NASD registration and a statement certifying that the institution has reviewed the California Government Code, Section 53600 et seq. and the City's investment policy. The Treasurer will conduct an annual review of the financial condition and registrations of such qualified bidders.

Public deposits will be made only in qualified public depositories as established by State law. Deposits will be insured by the Federal Deposit Insurance Corporation, or, to the extent the amount exceeds the insured maximum, will be collateralized in accordance with State law.

Selection of broker/dealers used by an external investment adviser retained by the City will be at the sole discretion of the adviser. Where possible, transactions with broker/dealers shall be selected on a competitive basis and their bid or offering prices shall be recorded.

If there is no other readily available competitive offering, best efforts will be made to document quotations for comparable or alternative securities. When purchasing original issue instrumentality securities, no competitive offerings will be required as all dealers in the selling group offer those securities at the same original issue price.

IX. AUTHORIZED INVESTMENTS
The City's investments are governed by California Government Code, Sections 53600 et seq. Within the investments permitted by the Code, the City seeks to further restrict eligible investments to the guidelines listed below. In the event a discrepancy is found between this policy and the Code, the more restrictive parameters will take precedence. Percentage holding limits listed in this section apply at the time the security is purchased.

Any investment currently held at the time the policy is adopted which does not meet the new policy guidelines can be held until maturity, and shall be exempt from the current policy. At the time of the investment's maturity or liquidation, such funds shall be reinvested only as provided in the current policy.

An appropriate risk level shall be maintained by primarily purchasing securities that are of high quality, liquid, and marketable. The portfolio shall be diversified by security type and 5 institution to avoid incurring unreasonable and avoidable risks regarding specific security types or individual issuers.

1. CALIFORNIA LOCAL AGENCY BONDS include bonds of a local agency within the State of California and including bonds payable solely out of the revenues from a revenue - producing property owned, controlled, or operated by the local agency or by a department, board, agency, or authority of the local agency, provided that:
• The securities are rated in a rating category of "AA" or its equivalent or better by at least one nationally recognized statistical rating organization ("NRSRO"). • The maximum maturity does not exceed five (5) years.

2. CALIFORNIA LOCAL AGENCY OBLIGATIONS include obligations of a local agency within the State of California, provided that:
• The securities are rated in a rating category of "AA" or its equivalent or better by at least one nationally recognized statistical rating organization ("NRSRO"). • The maximum maturity does not exceed five (5) years.

3. STATE OBLIGATIONS (REGISTERED TREASURY NOTES OR BONDS) of any of the other 49 states in addition to California, including bonds payable solely out of the revenues from a revenue -producing property owned, controlled, or operated by a state or by a department, board, agency, or authority of any of the other 49 states, in addition to California.
• The securities are rated in a rating category of "AA" or its equivalent or better by at least one nationally recognized statistical rating organization ("NRSRO"). • The maximum maturity does not exceed five (5) years.

4. U.S. TREASURIES and other government obligations for which the full faith and credit of the United States are pledged for the payment of principal and interest. There are no limits on the dollar amount or percentage that the City may invest in U.S. Treasuries, provided that:
• The maximum maturity is five (5) years.

5. FEDERAL AGENCIES or United States Government -Sponsored Enterprise obligations, participations, or other instruments, including those issued by or fully guaranteed as to principal and interest by federal agencies or United States government -sponsored enterprises. There are no limits on the dollar amount that the City may invest in Federal Agency or Government -Sponsored Enterprises (GSEs), provided that:
• No more than 15% of the portfolio may be invested in any single Agency/GSE issuer.
• The maximum percent of federal agency obligations in the portfolio will be 30%. • The maximum maturity does not exceed five (5) years.
6 6. BANKER'S ACCEPTANCES, provided that:
• No more than 30% of the portfolio may be invested in Banker's Acceptances. • No more than 30% of the portfolio may be invested in any single issuer. • The maximum maturity does not exceed 180 days.

7. COMMERCIAL PAPER, provided that:
• The issuer is a corporation organized and operating in the United States with assets in excess of $500 million.
• The securities are rated "A-1" or its equivalent or better by at least one NRSRO. • They are issued by corporations which have long-term obligations rated in a rating category of "A" or its equivalent or better by at least one NRSRO. • No more than 25% of the portfolio may be invested in Commercial Paper. Under a provision sunsetting on January 1, 2026, no more than 40% of the portfolio may be invested in Commercial Paper if the Agency's investment assets under management are greater than $100,000,000.
• No more than 10% of the portfolio may be invested in any single issuer. • The maximum maturity does not exceed 270 days.

8. NEGOTIABLE CERTIFICATES OF DEPOSIT (NCDs) OR TIME DEPOSITS, issued by a nationally or state -chartered bank, a savings association or a federal association, a state or federal credit union, or by a federally licensed or state -licensed branch of a foreign bank, provided that:
• The amount of the NCD insured up to the FDIC limit does not require any credit ratings.
• Any amount above the FDIC insured limit must be issued by institutions which have short-term debt obligations rated "A-1" or its equivalent or better by at least one NRSRO; or long-term obligations rated in a rating category of "A" or its equivalent or better by at least one NRSRO.
• No more than 30% of the total portfolio may be invested in NCDs (combined with CDARS).
• No more than $250,000 of the portfolio may be invested in any single issuer. • The maximum maturity does not exceed five (5) years.

9. FEDERALLY INSURED TIME DEPOSITS (NON-NEGOTIABLE CERTIFICATES OF DEPOSIT OR TIME DEPOSITS) in state or federally chartered banks, savings and loans, or credit unions, provided that:
• The amount per institution is limited to the maximum covered under federal insurance, currently $250,000.
• No more than 40% of the portfolio will be invested in a combination of federally insured and collateralized time deposits.
• The maximum maturity does not exceed five (5) years.
7 10. REPURCHASE AGREEMENTS collateralized with securities authorized under California Government Code, maintained at a level of at least 110% of the market value of the Repurchase Agreement. There are no limits on the dollar amount that the City may invest, provided that:
• Securities used as collateral for Repurchase Agreements will be delivered to an acceptable third party custodian.
• Repurchase Agreements are subject to a Master Repurchase Agreement between the City and the provider of the repurchase agreement. The Master Repurchase Agreement will be substantially in the form developed by the Securities Industry and Financial Markets Association (SIFMA).
• Maximum percentage of portfolio does not exceed 30%.
• The maximum maturity does not exceed one (1) year.

11. STATE OF CALIFORNIA LOCAL AGENCY INVESTMENT FUND (LAIF), provided that:
• The City may invest up to the maximum amount permitted by LAIF. • LAIF's investments in instruments prohibited by or not specified in the City's policy do not exclude the investment in LAIF itself from the City's list of allowable investments, provided LAIF's reports allow the Treasurer to adequately judge the risk inherent in LAIF's portfolio.

12. MEDIUM TERM NOTES (MTNs), provided that:
• The issuer is a corporation organized and operating within the United States or by depository institutions licensed by the United States or any state and operating within the United States.
• The securities are rated in a rating category of "AA" or its equivalent or better by at least one NRSRO.
• No more than 30% of the total portfolio may be invested in MTNs. • No more than 5% of the portfolio shall be invested with a single issuer. • The maximum maturity does not exceed five (5) years.

13. MONEY MARKET FUNDS that are registered with the Securities and Exchange Commission under the Investment Company Act of 1940, provided that:
• Have attained the highest ranking or the highest letter and numerical rating provided by not less than two (2) NRSROs; or
• Have retained an investment adviser registered or exempt from registration with the Securities and Exchange Commission with not less than five years' experience managing money market mutual funds with assets under management in excess of $500 million.
• No more than 20% of the total portfolio may be invested in the shares of any one Money Market Mutual Fund.
• No more than 10% of the total portfolio may be invested in these securities. 8 14. PASSBOOK SAVINGS/ DEMAND DEPOSITS do not have a maximum maturity, maximum percentage of portfolio nor maximum investment in one issuer.

15. ORANGE COUNTY INVESTMENT POOL, does not have a maximum maturity, maximum percentage of portfolio nor maximum investment in one issuer.

16. JOINT POWERS AUTHORITY POOLS (JPA), does not have a maximum maturity, maximum percentage of portfolio nor maximum investment in one issuer provided that:
• The pool retains an investment advisor who is registered with the SEC (or exempt from registration), has assets under management in excess of $500 million, and has at least five years' experience investing in instruments authorized by Section 53601, subdivisions (a) to (o).

X. PROHIBITED INVESTMENT VEHICLES AND PRACTICES
• State law notwithstanding, any investments not specifically described herein are prohibited, including, but not limited to futures and options. • In accordance with Government Code, Section 53601.6, investment in inverse floaters, range notes, or mortgage derived interest -only strips is prohibited. • Investment in any security that could result in a zero interest accrual if held to maturity is prohibited. Under a provision sunsetting on January 1, 2026, securities backed by the U.S. Government that could result in a zero- or negative -interest accrual if held to maturity are permitted.
• The use of reverse repurchase agreements, derivatives, options, futures, zero coupon bonds, first mortgages or trust deeds, collateralized mortgage obligations, limited partnerships, real estate investment trusts (REITs), open-end mutual funds, closed -end mutual funds, mutual funds with a weighted average maturity greater than 180 days, common stock, preferred stock, commodities, previous metals, securities with a high price volatility and/or limited marketability (less than three active bidders), securities that may default on interest payments and any other speculative investment deemed inappropriate under the Prudent Investor standard.

XI. INVESTMENT POOLS
The City shall conduct a thorough investigation of any investment pool prior to making an investment, and on a continual basis thereafter. The Treasurer shall develop a questionnaire which will answer the following general questions:
• A description of eligible investment securities, and a written statement of investment policy and objectives.
• A description of interest calculations and how it is distributed, and how gains and losses are treated.
• A description of how the securities are safeguarded (including the settlement processes), and how often the securities are priced and the program audited. 9 • A description of who may invest in the program, how often, what size deposit and withdrawal are allowed.
• A schedule for receiving statements and portfolio listings. • A statement of how/if reserves and retained earnings are utilized by the pool/fund? • A fee schedule, and when and how is it assessed.
• Is the pool/fund eligible for bond proceeds and/or will it accept such proceeds? XII. COLLATERALIZATION
CERTIFICATES OF DEPOSIT (CDS). The City shall require any commercial bank or savings and loan association to deposit eligible securities with an agency of a depository approved by the State Banking Department to secure any uninsured portion of a Non -Negotiable Certificate of Deposit. The value of eligible securities as defined pursuant to California Government Code, Section 53651, pledged against a Certificate of Deposit shall be equal to 110% of the face value of the CD. The City Treasurer may waive the collateral requirements for deposits up to the maximum dollar amount which are covered by the Federal Deposit Insurance Corporation (FDIC) or the National Credit Union Administration (NCUA), currently $250,000.

COLLATERALIZATION OF BANK DEPOSITS. This is the process by which a bank or financial institution pledges securities, or other deposits for the purpose of securing repayment of deposited funds. The City shall require any bank or financial institution to comply with the collateralization criteria defined in California Government Code, Section 53651.

REPURCHASE AGREEMENTS. The City requires that Repurchase Agreements be collateralized only by securities authorized in accordance with California Government Code:
• The securities which collateralize the repurchase agreement shall be priced at Market Value, including any Accrued Interest plus a margin. The Market Value of the securities that underlie a repurchase agreement shall be valued at 110% or greater of the funds borrowed against those securities. • Financial institutions shall mark the value of the collateral to market at least monthly and increase or decrease the collateral to satisfy the ratio requirement described above.
• The City shall receive monthly statements of collateral.

XIII. DELIVERY, SAFEKEEPING AND CUSTODY
DELIVERY -VERSUS -PAYMENT (DVP). All investment transactions shall be conducted on a delivery -versus -payment basis.

SAFEKEEPING AND CUSTODY. To protect against potential losses due to failure of individual securities dealers, and to enhance access to securities, interest payments and maturity proceeds, all cash and securities in the City's portfolio shall be held in safekeeping in the City's name by a third party custodian, acting as agent for the City under the terms 10 of a custody agreement executed by the bank and the City. All investment transactions will require a safekeeping receipt or acknowledgment generated from the trade. A monthly report will be received by the City from the custodian listing all securities held in safekeeping with current market data and other information.

The only exceptions to the foregoing shall be depository accounts and securities purchases made with: (i) local government investment pools, and (ii) time certificates of deposit, since the purchased securities are not deliverable.

XIV. MAXIMUM MATURITY
To the extent possible, investments shall be matched with anticipated cash flow requirements and known future liabilities.

The City will not invest in securities maturing more than five (5) years from the date of trade settlement, unless the City Council has by resolution granted authority to make such an investment.

XV. DIVERSIFICATION
The City shall diversify the investments within the portfolio to avoid incurring unreasonable risks inherent in over -investing in specific instruments, individual financial institutions, or maturities. To promote diversification, no more than 5% of the portfolio may be invested in the securities of any one issuer, regardless of security type, excluding U.S. Treasuries, federal agencies, and pooled investments such as LAIF, money market funds, or local government investment pools.

XVI. REVIEW OF INVESTMENT PORTFOLIO
The Treasurer shall periodically, but no less than quarterly, review the portfolio to identify investments that do not comply with this investment policy and establish protocols for reporting major and critical incidences of noncompliance to the City Council.

XVII. PERFORMANCE EVALUATION
The investment portfolio shall be designed to attain a market -average rate of return throughout budgetary and economic cycles, taking into account the City's risk constraints, the cash flow characteristics of the portfolio, and state and local laws, ordinances or resolutions that restrict investments.

The Treasurer shall monitor and evaluate the portfolio's performance relative to the chosen market benchmark(s), which will be included in the Treasurer's quarterly report. The Treasurer shall select an appropriate, readily available index to use as a market benchmark.

The market benchmark for 2022-2023 will be the Intercontinental Exchange (ICE) Bank of America Merrill Lynch (BAML) 1-5 Year U.S. Treasury/Agency Index. 11 XVIII. REPORTING

QUARTERLY REPORTS
The Treasurer will prepare a quarterly investment report, which provides full disclosure of the City's investment activities. The quarterly investment reports will be made available to the public and the City Council, which can be obtained from the City's website. These reports will disclose, at a minimum, the following information about the City's portfolio:

1. An asset listing showing par value, cost and independent third -party fair market value of each security as of the date of the report, the source of the valuation, type of investment, issuer, maturity date and interest rate.

2. Transactions for the period.

3. A description of the funds, investments and programs (including lending programs) managed by contracted parties (i.e. LAIF; investment pools, outside money managers and securities lending agents)

4. A one -page summary report that shows:
a. Average maturity of the portfolio and modified duration of the portfolio; b. Maturity distribution of the portfolio;
c. Percentage of the portfolio represented by each investment category; d. Average portfolio credit quality; and,
e. Time -weighted total rate of return for the portfolio for the prior one month, three months, twelve months and since inception compared to the City's market benchmark returns for the same periods;

5. A statement of compliance with investment policy, including a schedule of any transactions or holdings which do not comply with this policy or with the California Government Code, including a justification for their presence in the portfolio and a timetable for resolution.

6. A statement that the City has adequate funds to meet its cash flow requirements for the next six months.

XIX. REVIEW OF INVESTMENT POLICY
The investment policy will be reviewed and adopted at least annually, to ensure its consistency with the overall objectives of preservation of principal, liquidity and return, and its relevance to current law and financial and economic trends.

Any recommended modifications or amendments shall be presented by Staff to the City Council for their consideration and adoption.
12 GLOSSARY OF INVESTMENT TERMS
AGENCIES. Shorthand market terminology for any obligation issued by a government -sponsored entity (GSE), or a federally related institution. Most obligations of GSEs are not guaranteed by the full faith and credit of the US government. Examples are:

FFCB. The Federal Farm Credit Bank System provides credit and liquidity in the agricultural industry. FFCB issues discount notes and bonds.

FHLB. The Federal Home Loan Bank provides credit and liquidity in the housing market.

FHLB issues discount notes and bonds.

FHLMC. Like FHLB, the Federal Home Loan Mortgage Corporation provides credit and liquidity in the housing market. FHLMC, also called "FreddieMac" issues discount notes, bonds and mortgage pass -through securities.

FNMA. Like FHLB and FreddieMac, the Federal National Mortgage Association was established to provide credit and liquidity in the housing market. FNMA, also known as "FannieMae," issues discount notes, bonds and mortgage pass -through securities.

GNMA. The Government National Mortgage Association, known as "GinnieMae," issues mortgage pass -through securities, which are guaranteed by the full faith and credit of the US Government.

PEFCO. The Private Export Funding Corporation assists exporters. Obligations of PEFCO are not guaranteed by the full faith and credit of the US government.

TVA. The Tennessee Valley Authority provides flood control and power and promotes development in portions of the Tennessee, Ohio, and Mississippi River valleys. TVA currently issues discount notes and bonds.

ASSET BACKED SECURITIES. Securities supported by pools of installment loans or leases or by pools of revolving lines of credit.

AVERAGE LIFE. In mortgage -related investments, including CMOs, the average time to expected receipt of principal payments, weighted by the amount of principal expected.

BANKER'S ACCEPTANCE. A money market instrument created to facilitate international trade transactions. It is highly liquid and safe because the risk of the trade transaction is transferred to the bank which "accepts" the obligation to pay the investor.

BENCHMARK. A comparison security or portfolio. A performance benchmark is a partial market index, which reflects the mix of securities allowed under a specific investment policy.

BROKER. A broker brings buyers and sellers together for a transaction for which the broker receives a commission. A broker does not sell securities from his own position.

CALLABLE. A callable security gives the issuer the option to call it from the investor prior to its maturity. The main cause of a call is a decline in interest rates. If interest rates decline, the issuer will likely call its current securities and reissue them at a lower rate of interest.

CERTIFICATE OF DEPOSIT (CD). A time deposit with a specific maturity evidenced by a certificate.

CERTIFICATE OF DEPOSIT ACCOUNT REGISTRY SYSTEM (CDARS). A private placement service that allows local agencies to purchase more than $250,000 in CDs from a single financial institution (must be a participating institution of CDARS) while still maintaining FDIC insurance coverage. CDARS is currently the only entity providing this service. CDARS facilitates the trading of deposits between the California institution and other participating institutions in amounts that are less than $250,000 each, so that FDIC coverage is maintained.

COLLATERAL. Securities or cash pledged by a borrower to secure repayment of a loan or repurchase agreement. Also, securities pledged by a financial institution to secure deposits of public monies.
13 COLLATERALIZED BANK DEPOSIT. A bank deposit that is collateralized at least 100°/0 (principal plus interest to maturity). The deposit is collateralized using assets set aside by the issuer such as Treasury securities or other qualified collateral to secure the deposit in excess of the limit covered by the Federal Deposit Insurance Corporation.

COLLATERALIZED MORTGAGE OBLIGATIONS (CMO). Classes of bonds that redistribute the cash flows of mortgage securities (and whole loans) to create securities that have different levels of prepayment risk, as compared to the underlying mortgage securities.

COLLATERALIZED TIME DEPOSIT. Time deposits that are collateralized at least 100% (principal plus interest to maturity). These instruments are collateralized using assets set aside by the issuer such as Treasury securities or other qualified collateral to secure the deposit in excess of the limit covered by the Federal Deposit Insurance Corporation.

COMMERCIAL PAPER. The short-term unsecured debt of corporations.

COUPON. The rate of return at which interest is paid on a bond.

CREDIT RISK. The risk that principal and/or interest on an investment will not be paid in a timely manner due to changes in the condition of the issuer.

DEALER. A dealer acts as a principal in security transactions, selling securities from and buying securities for his own position.

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

DELIVERY VS. PAYMENT (DVP). A securities industry procedure whereby payment for a security must be made at the time the security is delivered to the purchaser's agent.

DERIVATIVE. Any security that has principal and/or interest payments which are subject to uncertainty (but not for reasons of default or credit risk) as to timing and/or amount, or any security which represents a component of another security which has been separated from other components ("Stripped" coupons and principal). A derivative is also defined as a financial instrument the value of which is totally or partially derived from the value of another instrument, interest rate, or index.

DISCOUNT. The difference between the par value of a bond and the cost of the bond, when the cost is below par. Some short-term securities, such as T -bills and banker's acceptances, are known as discount securities. They sell at a discount from par and return the par value to the investor at maturity without additional interest. Other securities, which have fixed coupons, trade at a discount when the coupon rate is lower than the current market rate for securities of that maturity and/or quality.

DIVERSIFICATION. Dividing investment funds among a variety of investments to avoid excessive exposure to any one source of risk.

DURATION. The weighted average time to maturity of a bond where the weights are the present values of the future cash flows. Duration measures the price sensitivity of a security to changes interest rates.

FEDERAL DEPOSIT INSURANCE CORPORATION (FDIC). The Federal Deposit Insurance Corporation (FDIC) is an independent federal agency insuring deposits in U.S. banks and thrifts in the event of bank failures. The FDIC was created in 1933 to maintain public confidence and encourage stability in the financial system through the promotion of sound banking practices.

FEDERALLY INSURED TIME DEPOSIT. A time deposit is an interest -bearing bank deposit account that has a specified date of maturity, such as a certificate of deposit (CD). These deposits are limited to funds insured in accordance with FDIC insurance deposit limits.

LEVERAGE. Borrowing funds in order to invest in securities that have the potential to pay earnings at a rate higher than the cost of borrowing.

LIQUIDITY. The speed and ease with which an asset can be converted to cash.

LOCAL AGENCY INVESTMENT FUND (LAIF). A voluntary investment fund open to government entities and certain non-profit organizations in California that is managed by the State Treasurer's Office.

LOCAL GOVERNMENT INVESTMENT POOL. Investment pools that range from the State Treasurer's Office Local Agency Investment Fund (LAIF) to county pools, to Joint Powers Authorities 14 (JPAs). These funds are not subject to the same SEC rules applicable to money market mutual funds.

MAKE WHOLE CALL. A type of call provision on a bond that allows the issuer to pay off the remaining debt early. Unlike a call option, with a make whole call provision, the issuer makes a lump sum payment that equals the net present value (NPV) of future coupon payments that will not be paid because of the call. With this type of call, an investor is compensated, or "made whole."
MARGIN. The difference between the market value of a security and the loan a broker makes using that security as collateral.

MARKET RISK. The risk that the value of securities will fluctuate with changes in overall market conditions or interest rates.

MARKET VALUE. The price at which a security can be traded.

MATURITY. The final date upon which the principal of a security becomes due and payable.

MEDIUM TERM NOTES. Unsecured, investment -grade senior debt securities of major corporations which are sold in relatively small amounts on either a continuous or an intermittent basis.

MTNs are highly flexible debt instruments that can be structured to respond to market opportunities or to investor preferences.

MODIFIED DURATION. The percent change in price for a 100 -basis point change in yields. Modified duration is the best single measure of a portfolio's or security's exposure to market risk.

MONEY MARKET. The market in which short-term debt instruments (T -bills, discount notes, commercial paper, and banker's acceptances) are issued and traded.

MONEY MARKET MUTUAL FUND. A mutual fund that invests exclusively in short-term securities.

Examples of investments in money market funds are certificates of deposit and U.S.

Treasury securities. Money market funds attempt to keep their net asset values at $1 per share.

MORTGAGE PASS -THROUGH SECURITIES. A securitized participation in the interest and principal cash flows from a specified pool of mortgages. Principal and interest payments made on the mortgages are passed through to the holder of the security.

MUNICIPAL SECURITIES. Securities issued by state and local agencies to finance capital and operating expenses.

MUTUAL FUND. An entity which pools the funds of investors and invests those funds in a set of securities which is specifically defined in the fund's prospectus. Mutual funds can be invested in various types of domestic and/or international stocks, bonds, and money market instruments, as set forth in the individual fund's prospectus. For most large, institutional investors, the costs associated with investing in mutual funds are higher than the investor can obtain through an individually managed portfolio.

NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATION (NRSRO).

A credit rating agency that the Securities and Exchange Commission in the United States uses for regulatory purposes. Credit rating agencies provide assessments of an investment's risk. The issuers of investments, especially debt securities, pay credit rating agencies to provide them with ratings. The three most prominent NRSROs are Fitch, S&P, and Moody's.

NEGOTIABLE CERTIFICATE OF DEPOSIT (CD). A short-term debt instrument that pays interest and is issued by a bank, savings or federal association, state or federal credit union, or state - licensed branch of a foreign bank. Negotiable CDs are traded in a secondary market and are payable upon order to the bearer or initial depositor (investor).

PRIMARY DEALER. A financial institution (1) that is a trading counterparty with the Federal Reserve in its execution of market operations to carry out U.S. monetary policy, and (2) that participates for statistical reporting purposes in compiling data on activity in the U.S.

Government securities market.

PRUDENT PERSON (PRUDENT INVESTOR) RULE. A standard of responsibility which applies to fiduciaries. In California, the rule is stated as "Investments shall be managed with the care, skill, prudence and diligence, under the circumstances then prevailing, that a prudent 15 person, acting in a like capacity and familiar with such matters, would use in the conduct of an enterprise of like character and with like aims to accomplish similar purposes." REPURCHASE AGREEMENT. Short-term purchases of securities with a simultaneous agreement to sell the securities back at a higher price. From the seller's point of view, the same transaction is a reverse repurchase agreement.

SAFEKEEPING. A service to bank customers whereby securities are held by the bank in the customer's name.

SECURITIES AND EXCHANGE COMMISSION (SEC). The U.S. Securities and Exchange Commission (SEC) is an independent federal government agency responsible for protecting investors, maintaining fair and orderly functioning of securities markets and facilitating capital formation. It was created by Congress in 1934 as the first federal regulator of securities markets. The SEC promotes full public disclosure, protects investors against fraudulent and manipulative practices in the market, and monitors corporate takeover actions in the United States.

SECURITIES AND EXCHANGE COMMISSION SEC) RULE 15c3-1. An SEC rule setting capital requirements for brokers and dealers. Under Rule 15c3-1, a broker or dealer must have sufficient liquidity in order to cover the most pressing obligations. This is defined as having a certain amount of liquidity as a percentage of the broker/dealer's total obligations. If the percentage falls below a certain point, the broker or dealer may not be allowed to take on new clients and may have restrictions placed on dealings with current client.

STRUCTURED NOTE. A complex, fixed income instrument, which pays interest, based on a formula tied to other interest rates, commodities or indices. Examples include inverse floating rate notes which have coupons that increase when other interest rates are falling, and which fall when other interest rates are rising, and "dual index floaters," which pay interest based on the relationship between two other interest rates - for example, the yield on the ten- year Treasury note minus the Libor rate. Issuers of such notes lock in a reduced cost of borrowing by purchasing interest rate swap agreements.

SUPRANATIONAL. A Supranational is a multi -national organization whereby member states transcend national boundaries or interests to share in the decision making to promote economic development in the member countries.

TOTAL RATE OF RETURN. A measure of a portfolio's performance over time. It is the internal rate of return, which equates the beginning value of the portfolio with the ending value; it includes interest earnings, realized and unrealized gains, and losses in the portfolio.

U.S. TREASURY OBLIGATIONS. Securities issued by the U.S. Treasury and backed by the full faith and credit of the United States. Treasuries are considered to have no credit risk and are the benchmark for interest rates on all other securities in the US and overseas. The Treasury issues both discounted securities and fixed coupon notes and bonds.

TREASURY BILLS. All securities issued with initial maturities of one year or less are issued as discounted instruments and are called Treasury bills. The Treasury currently issues three - and six-month T -bills at regular weekly auctions. It also issues "cash management" bills as needed to smooth out cash flows.

TREASURY NOTES. All securities issued with initial maturities of two to ten years are called Treasury notes and pay interest semi-annually.

TREASURY BONDS. All securities issued with initial maturities greater than ten years are called Treasury bonds. Like Treasury notes, they pay interest semi-annually.

YIELD TO MATURITY. The annualized internal rate of return on an investment which equates the expected cash flows from the investment to its cost.
16 Placentia City Council

AGENDA REPORT
TO: CITY COUNCIL
VIA: CITY ADMINISTRATOR
FROM: DEPUTY CITY ADMINISTRATOR
DATE: JULY 19, 2022
SUBJECT: PURCHASE OF REPLACEMENT SERVER AND NETWORKING

INFRASTRUCTURE FOR CITY HALL AND PUBLIC SAFETY
FISCAL
IMPACT: EXPENSE:

EQUIPMENT
AVAILABLE BUDGET:

SUMMARY:
$1,127,229.00 TOTAL PURCHASE PRICE OF
$695,975.00
$431,254.00
General Fund (106302-6364)
Measure U (796302-6364)
The City's inventory of network servers is obsolete and the City desires to replace them with new VMWare clusters, additional storage capacity, updated switching equipment, and deploy a true 3- 2-1 backup solution, including cloud storage, and a cyber-security vulnerability real-time monitoring service with end -user training management. The total cost of the purchase is $1,127,229.00, which includes $670,975.00 for equipment, $76,353.34 for configuration and installation services, $81,123.15 for software licensing, $226,266.20 for hardware licensing, $6,192.00 for cabling, and $66,319.39 in sales tax. The purchase and the configuration and installation of the equipment would be obtained from our current Managed Services provider Golden Star Technology (GST), Inc.

RECOMMENDATION:

It is recommended that the City Council take the following actions:

1. Authorize the City Administrator to approve a purchase order to GST for the purchase of computing equipment not -to -exceed the amount of $1,127,229.00; and

2. Authorize the City Administrator to execute all necessary documents, in a form approved by the City Attorney.

1.j.

July 19, 2022

City Council Agenda
July 19, 2022

Page 2 of 4 ends

DISCUSSION:

The City maintains its own Information Technology (IT) systems at City Hall and its Public Safety locations. This IT infrastructure is currently maintained and serviced by GST under contract. The current equipment is operating past the expected "end of life" and most are no longer covered under manufacturer's warranty, putting the City at risk to hardware failures. By replacing the equipment, the City will create a cost and energy efficient, scalable infrastructure in which to run critical City IT systems.

Additional computing is also needed to support our growing Public Safety demands with the addition of the Placentia Fire and Life Safety Department in 2020, as well as the continued expansion of the Placentia Public Safety Communications Center. Public Safety will be bifurcated and have its own VMware servers and storage solution to support the latest technologies currently utilized by each department, now and into the future. This will add increased security and stability to the City's most critical daily IT needs.

This solution will also address all computing needs of both City Hall and Public Safety in the areas of computing, storage, storage networking, software upgrades, on premise backup, and cloud - based backup. The goal of the project is to ensure the City's production environment is hosted on an agile, supported, performance driven, and resilient environment.

Cyberattacks on local governments are increasing at an alarming rate. The City has seen a rapid increase of these intrusions and email phishing attempts in the last 18 months. Our area partners have also seen this increase. The current state of local government information technology demands a proactive monitoring and employee education program to reduce risk of data and systems compromises by foreign criminal enterprises and State -sponsored attacks. As such, a dedicated security resource is needed to monitor and report suspicious network activity 24/7. Staff has chosen Arctic Wolf as a partner. Arctic Wolf is a fully certified Managed Detection and Response company specializing in small to midsized firms and local government agencies. Arctic Wolf will also provide a monthly education program to routinely train City employees to be more vigilant on the City's network infrastructure.

Summary of Project Scope:

Computer Refresh:
o New hosts/servers to support City Hall and Public Safety workloads and maintain redundancy in case of host/server failure.

Storage Refresh:
o Replace storage with a modern, scalable, and resilient Nimble SAN array to host production data. Current storage has reached its capacity and is also end -of -life.

Storage Networking Refresh:
o Deploy new 1 /10/25GB switches to connect and share a fast and resilient network.

City Council Agenda
July 19, 2022

Page 3 ends

On Premise Backup:
o Purchase new onsite backup disk appliance providing a 2nd backup of the City's production data.

Cloud Backup:
o Establish a true 3-2-1 backup best practice where a 3rd backup of the City's production data will be stored offsite.

Veeam Software Upgrade:
o Bring end -of -life software to current version. Veeam is a CJIS (Criminal Justice Information Services) compliant platform that protects cloud, virtual, and physical workloads with backup, monitoring, and recovery solutions.

Arctic Wolf Deployment:
o Deploy Managed Detection and Response (MDR): Provide 24x7x365 monitoring across all Attack Surfaces at the City (users, endpoints, servers, cloud infrastructure, network storage, traffic, and Office 365 accounts). Assign two named and dedicated Security Resources for triage and to create a quick solution for remediation of the detected issue. o Deploy Managed Risk: Continuous scans to quantify risk, prioritize vulnerability, and harden the City's security posture.
o Deploy Managed Security Awareness: Continuous employee security training, fully managed by Arctic Wolf with bi-monthly micro training and monthly Phishing Simulations.

Staff has worked closely with our current Managed Services provider GST to create a plan for long term success of the City's IT Master Plan. They are in the best position to acquire and immediately deploy the requested equipment. This will save the City from having to outsource the project to another 3rd party or consultant. Doing so could cause supply chain delays, manufacturer mismatch discrepancies, and costly analysis and/or planning delays.

GST is providing NAPSO (National Association of State Procurement Officials), CMAS (California Multiple Award Schedules), and NCPA (National Cooperative Purchasing Alliance) contract pricing as allowed by sole -source City Policy 03.08.07(3). As such, Staff is asking Council to waive the bidding requirements in order to deliver a prompt deployment of this critical new IT infrastructure. The cost presented by GST was found to be favorable when compared to widely available published manufacturer pricing.

Arctic Wolf is also providing a 22% discount ($17,067.22 savings) and waiving their normal onboarding fee if their subscription services are purchased in the month of July 2022.

FISCAL IMPACT:

The not -to -exceed purchase order amount for the computing equipment is $1,127,229.00. This project was allocated as a Capital Improvement Project for Fiscal Year 2022-23 F and as such, sufficient funds exist for the recommended actions.

City Council Agenda
July 19, 2022

Page 4 of 4 ends

Prepared by:

David Raddmski
Police Sergeant
Reviewed and approved:

Jennifer Lampman
Director of Finance
Reviewed and approved:

Rosanna Ramirez
Deputy City Administraor
Revi- e• and ..proved:

Damien R. Arrul
City Administrator
Attachments:

1. GST Quote No. 101400 (Public Safety)

2. GST Quote No. 101409 (City Hall)

3. GST Quote No. 100990 (Switch Upgrade)

4. GST Quote No. 115489 (Artic Wolf)
rf

k7GST
IT & AV Solutions for a Connected World
GST STATEMENT OF WORK:

Rosanna R City of Placentia_Police Dept_08192021
City of Placentia
Rosanna Ramirez
[email protected]
Quote # 101400
Version 4
Wednesday, June 29, 2022
Golden Star Technology
Min Joo
Email: [email protected]
Phone: (562) 345-8744
12881 166th Street
Cerritos, CA
GSTES.COM 800.833.0128

J2TDST
IT & AV Solutions for a Connected World
GSTINC.COM 800.833.0128
Rosanna R City of Placentia_Police Dept_08192021
Prepared by:

Golden Star Technology
Min Joo
[email protected]
(562) 345-8744
Prepared for:

City of Placentia
Rosanna Ramirez
[email protected]
401 E. Chapman Ave
Placentia, CA 92870
Quote Information:

Quote #: 101400
Version: 4
Delivery Date: 06/28/2022
Expiration Date: 07/29/2022
IT Statement of Work

SUMMARY
The solution implementation will tackle all facets of the Police department environment's refresh...Compute, Storage, Storage related networking, Veeam upgrade, on premise and Cloud based backup...The goal of the project is to ensure the Production data lives in an agile, supported, performance driven and resilient environment. The following refresh areas will be worked on. • Compute refresh...
o A 3rd server/ESXi host will be added to the existing 2 * ESXi VMware cluster yielding a High Availability cluster and enabling the Production Cluster to maintain redundancy in case of a host/server failure • Storage refresh...
o Existing End of Support MD3800i production SAN array will be replaced with a new modern, scalable, and resilient Nimble SAN array hosting Police department's production workloads • Storage based Networking refresh...
o Introducing couple of 1/10/25GB switches enabling the Production compute, storage, and backup devices to connect and share fast and resilient network
• On Premise Backup...
o Introducing a scalable, resilient, and fast Disk backup appliance. Appliance will store/backup workloads on -premises providing a second copy of the Police department's production data • Cloud Backup...
o Adhering to the 3-2-1 backup best practice a 3rd copy of the backup will be backed up to the Cloud in case the Police department's production site becomes inaccessible
• Veeam upgrade...
o Existing End of Support Veeam 9.5 will be upgraded to the current Veeam 11 Implementation of the solution will cover Compute, storage, networking, virtualization and on -premises and Cloud backups Task List — Networking
• Rack and stack the SN2410M 24 ports switches
• Configure the switches
• Ensure connection of Storage, Compute and Backup devices to ToRswitches is successful Quote #101400 v4 Page: 2 of 14

J2TDST
IT & AV Solutions for a Connected World
1 GSTINC.CO 800.

Task List — Storage —
• Rack and Stack Nimble array
• Connect Management & Data ports to Network switches
• Setup and initialize nimble array
Tasks List — Compute —
• Install and Setup new DL360 Gen10 server
• Connect ILO and Data ports to Network switches
• Install VMware vSphere 7.x Enterprise Plus edition on server • Install vCenter server Standard edition
Tasks List — Virtualization -
• Unjoin existing vCenter server Essential Plus edition • Install new vCenter server Standard edition
• Add existing 2 hosts to the new vCenter server Standard • Upgrade Essential Plus to Enterprise Plus edition
• Add new server - DL360 Gen10 - to the new cluster making it a 3 hosts' cluster • Ensure Nimble array successfully provision storage to hosts in the VMware cluster Tasks List — Data migration -
• Connect new server to both arrays via 10Gb connection • Enable VMware storage vMotion to initiate data migration of VMs hosted on MD3800i array's datastores to new datastores on Nimble array from new Enterprise Plus cluster
• Initiate the migration process
• With Migration successfully completed and VMs hosted on Nimble array disconnect Enterprise Plus VMware cluster from MD3800i and allow production workloads to be supported by the new Nimble Tasks List — On Premise Disk backup appliance —
• Rack and Stack StoreOnce Dedup appliance
• Connect 10Gb adapters' ports to the Switches
• Initialize and setup the appliance - Setup and initialize Catalyst Store - • Leverage Veeam Backup & Replication to design and schedule a backup/recovery for the on -premises backup project • StoreEasy will be designated as the Disk backup target and will host Full and Incremental backup schedule of the Police department data
Tasks list — Cloud backup hosted by iLand —
• Veeam will be configured to send a backup copy of the Police department's data to the cloud based on defined retention policy
• GST will collaborate with iland cloud provider on the success of the Cloud backup project Tasks list — Veeam upgrade -
End of support Veeam 9.5 will be migrated to Veeam 11. Socket based licensing will be replaced by Universal Subscription licenses whereby on -premises and cloud based VMs are treated identically

CUSTOMER REQUIREMENTS
Quote #101400 v4 Page: 3 of 14

J2TDST
IT & AV Solutions for a Connected World
GSTINC.CO 800.

ENERAL RESPONSIBILITIES
• Coordinate the preparation of any hardware and/or software that is not included for this project. Ensure that existing hardware is fully functional and software/firmware is updated. • Assure that the environment is 100% ready. If the environment is not 100% ready the scheduling of the implementation will not be finalized until it is.
• Customer is responsible for providing 24 hours or greater advanced notice for the rescheduling or cancellation of GST's onsite engineering services. If less than 24 hours is given the customer will be charged a half day of GST's engineers time at $200/hr.
• Coordinate service deployment on third -party maintained hardware/software (if applicable). • Assign a designated person from the Customer's staff who, on behalf of the Customer will grant all approvals, provide information, and otherwise be available to assist GST to facilitate the delivery of this service. • Ensure that all hardware, firmware, and software that the GST engineer will need in order to deliver this service are available.
• Allow GST full and unrestricted access to all locations where the service is to be delivered. • Provide a suitable work area for delivery of the service, including access to an outside telephone line, power, any network connections, etc. that is required.
• Be responsible for all data backup and restore operations • Provide one point -of -contact that will finalize decisions during the project. • Provide necessary documentations, paperwork, schematics, line drawings, and information for GST to complete the project. Any delays in providing the necessary project documentation will delay the project.

SERVICES TERMS AND CONDITIONS

NON -COMPETE CLAUSE
GST assigns service professionals with qualifications commensurate with tasks listed in this scope of work. If the customer, directly or indirectly, contracts with or hires any GST employee engaged in providing services to the customer under this agreement or any other agreement, written or oral, GST will have the option of negotiating a change in the cost and/or time to deliver or charge the customer the equivalent of 30% of the employees' annual salary as a finder's fee. This clause is applicable for a period of up to ninety days from the last date of services rendered by a GST employee to the customer.

TIME RECORDS
Each employee, either directly employed by GST or a subcontractor (hereinafter called "GST employee") will present a time record to the customer setting forth the hours worked. An authorized representative of the customer must countersign the record and will thereby certify that such time is correct and that the work was performed in a satisfactory manner.

NORMAL BUSINESS HOURS
GST service hours are 8:00 am to 5:00 pm Monday through Friday. Overtime (over 8 hours in one day), scheduled after hours and weekends are charged at time and one-half of contracted service rate. Emergency after hours, weekends and holidays are charged at two times contracted service rate. Customer is responsible for providing 24 hours or greater advanced notice for the re -scheduling or cancellation of GST onsite engineering services. If less than 24 hours is given the customer will be charged a half day of GST engineering time at $200/hr.

TERMINATION TERMS
Client may terminate work under this Statement of Work, in whole or in part, at any time by 30 day written notice. Such notice shall state the extent and effective date of such termination. Upon receipt thereof, GST shall, to the extent directed by the Client or its designees, stop work under this agreement. If the agreement is so terminated for convenience, GST shall be paid in accordance with the terms of the order for only those materials or supplies delivered and accepted.

COMMENCEMENT OF WORK
Work shall not commence under the Contract until a fully executed agreement has been received by GST and GST has been given approval to proceed by customer.

DATA LOSS
Quote #101400 v4 Page: 4 of 14

Q'DST
IT & AV Solutions for a Connected World
GSTINC.COM 800.

GST make no guarantee against data loss during services engagements. It is the customers responsibility to ensure data is properly protected (backed up) before the engagement begins.

PRODUCT RETURNS
Standard stock items purchased from GST may be returned for any reason within (14) fourteen days. Custom orders are non -returnable and non-refundable. All original packaging, accessories and documentation must accompany the item and be in unmarked condition. Items must be shipped via at least 2nd day freight with insurance for the full value of the item.

Returned items are subject to a 25% restocking fee. Though rare, a customer may need to return a defective product.

Defective product returns are not subject to the 25% restocking fee and will be exchanged in accordance with the manufacturer's policy within 30 days of purchase.

PROJECT DELAYS
Delays due to client configuration specifications, hardware delivery, carrier availability, and facility access, physical or environmental delays are subject to change orders as billable delays. These delays can also impact project timeline and deadlines.

PREVAILING WAGE CLAUSE
GST holds the right to charge the customer additional services fees if the project is deemed to have prevailing rates of wages requirements prior, during, or after project completion. GST adheres and complies with the provisions of the California Labor Code. All workers employed on public works projects must be paid the prevailing wage determined by the Director of the Department of Industrial Relations, according to the type of work and location of the project. The prevailing wage rate is the basic hourly rate paid on public works projects to a majority of workers engaged in a particular craft, classification or type of work within the locality and in the nearest labor market area (if a majority of such workers are paid at a single rate). If there is no single rate paid to a majority, then the single or modal rate being paid to the greater number of workers is prevailing.

GST SERVICES WARRANTY

QUALITY OF SERVICES
GST warrants that its Services will be of professional quality (performed in a good and workmanlike manner) and will conform to generally accepted industry standards for such Services and to the requirements specified in this SOW. GST's personnel shall be competent and qualified to perform the tasks to which they are assigned. In the event of any breach of this warranty, GST, at its sole expense and without delay, shall re -perform the non -conforming Services to the applicable standard.

WORKMANSHIP WARRANTY
GST certifies that all equipment and materials furnished shall carry a ninety (90) day warranty on parts. GST guarantees to furnish any qualified personnel (during normal business hours, Monday to Friday, 8:00 am to 5:00 pm) to the installation site for the period of one (1) year from the date of installation to repair or replace defective items installed or provided by GST exclusively. If the item is determined to not be defective, GST will charge the customer for all time spent on the incident at a rate of $175/hour. Determination if item is defective or was changed, damaged, reconfigured, or altered by non GST personnel is under sole authority of GST. Any change, alteration, damage, or reconfiguration by non GST personnel voids one (1) year warranty. No response timeframe SLA guaranteed for warranty work. Further, all equipment purchased from GST in our installed system is subject to a manufactures warranty. Further, all equipment purchased from GST in our installed system is subject to a manufacture warranty. GST will not honor any other warranty, implied or otherwise. In no event shall GST be liable, or in any way responsible for damages, or defect in the system, which were caused by neglect, vandalism, misuse, environmental damage or by repairs or attempted repairs performed by anyone other than a GST service technician. Nor shall GST be liable or in any way responsible for any incidental or consequential economic or property damage.

CHANGE MANAGEMENT
Quote #101400 v4 Page: 5 of 14

J2TDST
IT & AV Solutions for a Connected World
GSTINC.CO 800.

GST establishes change management procedures to document changes that are made to the baseline project identified in the Statement of Work. These procedures are in place to reduce the potential for cost and schedule variances.

Customer is responsible for providing 24 hours or greater advanced notice for the re -scheduling or cancellation of GST engineering services. If less than 24 hours is given the customer will be charged a half day of GST engineering time at $200/hr.

If a change needs to be made to the project, which is not included in the SOW or differs from the SOW, GST or the client must complete the Change Management Request form. GST will review the completed form and provide an estimate to complete the request. Client must approve the additional hours/costs in order to complete the request.

In the event a change requested by the customer reduces the amount of work and the project is a firm fixed priced project, the full amount of the project will be invoiced.

A change occurs when GST encounters any of the following situations during project delivery:

1. Either party identifies new requirements not included in the original project's scope

2. Either party makes suggestions that would improve the proposed system but are not necessarily required to address the project requirements; such suggestions are incorporated into a subsequent project phase

3. Either party changes the direction and intent of this project, which requires GST to rework the solution design or services
Changes in the scope of work defined in this Statement of Work are only effective if both the customer and GST agree to them in a written document setting forth the modifications and any changes to the delivery schedule and payment terms.

GST TRAINING OVERVIEW
GST will provide a one-time, 1 hour maximum training session for end users and information technology (IT) staff. GST will review basic system functionality and operations. This will include demonstrations of features and settings. GST's technician or engineer who is familiar with the system shall lead this training. This training does not include in-depth training on hardware, software, or applications. This training does not cover any customer provided equipment, software, or applications. Any additional training or knowledge transfer requested by the Client may require training to be provided by the manufacturer. Any additional training may require additional costs and fees. GST will also provide all user manuals and manufacturer training materials as the project deliverables.

Quote #101400 v4 Page: 6 of 14

J2TDST
IT & AV Solutions for a Connected World
GSTINC.CO
800.

Hardware - Compute Storage Networking & On premise Backup Item
Description
Qty
Price
Ext Price
Tax
1 867959-B21
HPE DL360 Gen10 8SFF CTO Server
3 $2,092.00
$6,276.00

8.75%
2 867959-B21#ABA
HPE DL360 Gen10 8SFF CTO Server
3 $0.00
$0.00
0%
3 P02607 -L21
Intel Xeon-G 6230 FIO Kit for DL360 G10
3 $2,980.00
$8,940.00

8.75%
4 P02607 -B21
Intel Xeon-G 6230 Kit for DL360 Gen10
3 $2,980.00
$8,940.00

8.75%
5 P02607-B21#0D1
Factory Integrated
3 $0.00
$0.00
0%
6 P38446 -B21
HPE 32GB 1Rx4 PC4-2933Y-R Smart Kit
18 $1,328.80
$23,918.40

8.75%
7 P38446-B21#0D1
Factory Integrated
18 $0.00
$0.00
0%
8 P18420 -B21
HPE 240GB SATA RI SFF SC MV SSD
6 $480.80
$2,884.80

8.75%
9 P18420-B21#0D1
Factory Integrated
6 $0.00
$0.00
0%
10 P01366 -B21
HPE 96W Smart Stg Li -ion Batt 145mm Kit
3 $161.60
$484.80

8.75%
11 P01366-B21#0D1
Factory Integrated
3 $0.00
$0.00
0%
12 804331-B21
HPE Smart Array P408i-a SR Gen10 Ctrlr
3 $1,733.60
$5,200.80

8.75%
13 804331-B21#0D1
Factory Integrated
3 $0.00
$0.00
0%
14 P08440 -B21
HPE Eth 10Gb 2p 537FLR-SFP+ Adptr
3 $752.00
$2,256.00

8.75%
15 P08440-B21#0D1
Factory Integrated
3 $0.00
$0.00
0%
16 871244-B21
HPE DL360 Gen10 High Perf Fan Kit
3 $480.80
$1,442.40

8.75%
17 871244-B21#0D1
Factory Integrated
3 $0.00
$0.00
0%
18 865408-B21
HPE 500W FS Plat Ht Plg LH Pwr Sply Kit
6 $306.40
$1,838.40

8.75%
19 865408-B21#0D1
Factory Integrated
6 $0.00
$0.00
0%
20 BD505A
HPE iLO Adv 1-svr Lic 3yr Support
3 $375.20
$1,125.60
0%
21 BD505A#0D1
Factory Integrated
3 $0.00
$0.00
0%
Quote #101400 v4
Page: 7 of 14

J2TDST
IT & AV Solutions for a Connected World
4 GSTINC.CO 800.

Hardware - Compute Storage Networking & On premise Backup Item
Description
Qty
Price
Ext Price
Tax
22 864279-B21
HPE TPM 2.0 Gen10 Kit
3 $94.40
$283.20

8.75%
23 864279-B21#0D1
Factory Integrated
3 $0.00
$0.00
0%
24 867998-B21
HPE 1U Gen10 Bezel Kit
3 $60.80
$182.40

8.75%
25 867998-B21#0D1
Factory Integrated
3 $0.00
$0.00
0%
26 874543-B21
HPE 1U Gen10 SFF Easy Install Rail Kit
3 $112.80
$338.40

8.75%
27 874543-B21#0D1
Factory Integrated
3 $0.00
$0.00
0%
28 R7G23A
HPE StoreEasy 1660 64TB SAS MS WS loT19
1 $17,679.20
$17,679.20

8.75%
29 P02489 -B21
HPE DL380 Gen10 Xeon-B 3204 Kit
1 $423.20
$423.20

8.75%
30 P00922 -K21
HPE 16GB 2Rx8 PC4-2933Y-R Smart Kit
3 $750.40
$2,251.20

8.75%
31 Q2P92A
HPE StoreEasy 10GbE 2 -port 530SFP+ Adptr
1 $736.00
$736.00

8.75%
32 864279-B21
HPE TPM 2.0 Gen10 Kit
1 $94.40
$94.40

8.75%
33 AOK02A
HPE 2.0m 10A C13 -C14 Blk Jpr Cord
6 $27.20
$163.20

8.75%
34 BD514AAE
VMw vSphere EntPlus 1P 5yr E-LTU
6 $5,912.80
$35,476.80

8.75%
35 R7G47B
HPE StoreEasy 1X60 Rec Media Kit WSloT19
1 $40.00
$40.00

8.75%
36 AF572A
HPE 2m C13 JPN Power Cord
2 $43.12
$86.24

8.75%
37 Q6M27A
HPE SN2410M 24SFP28 4QSFP28 P2C Swch
2 $13,420.00
$26,840.00

8.75%
38 455883-B21
HPE BLc 10G SFP+ SR Transceiver
8 $673.60
$5,388.80

8.75%
39 R0R41B
HPE 10GBASE-T SFP+ RJ45 30m 1 pk XCVR
4 $692.00
$2,768.00

8.75%
40 P9U42AAE
VMw vCenter Server Std for vSph 5y E-LTU
1 $10,156.80
$10,156.80

8.75%
41 JD089B
HPE X120 1G SFP RJ45 T Transceiver
3 $334.40
$1,003.20

8.75%
42 JL271A
HPE X240 100G QSFP28 1m DAC Cable
2 $484.00
$968.00

8.75%
Quote #101400 v4
Page: 8 of 14

J2TDST
IT & AV Solutions for a Connected World
GSTINC.CO
800.

Hardware - Compute Storage Networking & On premise Backup Item
Description
Qty
Price
Ext Price
Tax
43 JD097C
HPE X240 10G SFP+ SFP+ 3m DAC Cable
8 $252.00
$2,016.00

8.75%
44 QK734A
HPE Premier Flex LC/LC OM4 2f 5m Cbl
8 $91.20
$729.60

8.75%
45 HU4A6A5
HPE 5Y Tech Care Essential SVC
1 $0.00
$0.00
0%
46 HU4A6A5#WAG
HPE DL360 Gen10 Support
3 $4,739.20
$14,217.60
0%
47 HU4A6A5#R2M
HPE iLO Advanced Non Blade Support
3 $53.60
$160.80
0%
48 HU4A6A5#RCD
HPE SN2410M Storage Switch Support
2 $6,849.60
$13,699.20
0%
49 HU4A6A5#ZVL
HPE SE 1660/1860 WS loT 2019 Stg Support
1 $5,584.00
$5,584.00
0%
50 Q8H72A
HPE NS HF20 Hybrid CTO Base Array
1 $46,800.00
$46,800.00

8.75%
51 Q8B88B
HPE NS 2x10GbE 2p FIO Adptr Kit
2 $5,720.00
$11,440.00

8.75%
52 Q8B68B
HPE NS HF20/20C Hybrid 21TB FIO HDD Bndl
1 $13,200.00
$13,200.00

8.75%
53 Q8G27B
HPE Tier 1 Storage OS Default FIO SW
1 $0.80
$0.80
0%
54 Q8J18A
HPE NS NEMA 5-15 to C13 US FIO Pwr Cord
2 $0.80
$1.60

8.75%
55 Q8J27A
HPE NS C13 to C14 FIO Power Cord
2 $0.80
$1.60

8.75%
56 Q8J29A
HPE NS HF20 R2 2.88TB FIO Cache Bndl
1 $24,475.20
$24,475.20

8.75%
57 R3P91A
HPE Tier 1 Storage Array Standard Trk
1 $0.80
$0.80

8.75%
58 HU4A9A5
HPE 5Y Tech Care Essential Exch SVC
1 $0.00
$0.00
0%
59 HU4A9A5#ZET
HPE NS 2x10GbE 2p Adptr Supp
2 $1,540.00
$3,080.00
0%
60 HU4A9A5#ZE6
HPE NS HF20 2.88TB Cache Supp
1 $3,416.00
$3,416.00
0%
61 HU4A9A5#ZEB
HPE NS HF20 Hybrid Base Array Supp
1 $9,757.60
$9,757.60
0%
62 HU4A9A5#ZED
HPE NS HF20/20C Hybrid 21TBHDD Bndl Supp
1 $2,304.80
$2,304.80
0%
** HPE NASPO MNNVP-134 **
Quote #101400 v4
Page: 9 of 14

J2TDST
IT & AV Solutions for a Connected World
GSTINC.

Hardware - Compute Storage Networking & On premise Backup Item
Description
Qty Price Ext Price Tax
Subtotal:

Tax Subtotal:

Software - Cloud Backup
$319,071.84
$23,250.97
Item
Description
Qty
Price
Ext Price
Tax
1 ECS-R-S-VCCWAN
iland Secure Cloud Backup Bundle with Veeam
1 $0.00
$0.00
0%
2 ECS-R-S-VCC
iland Secure Cloud Backup with Veeam Cloud
Connect
(Per GB protected) ** Qty 475,000.00 per month
12 $477.27
$5,727.24
0%
Subtotal:

Tax Subtotal:

Software - Veeam
$5,727.24
$0.00
Item
Description
Qty
Price
Ext Price
Tax
1 P-VBRVUL-01-
SU1YP-00
Veeam Backup & Replication + Production Support
- Upfront Billing License - 10 Instance - 1 Year -
Public Sector - Veeam Universal License (VUL)
2 $1,722.81
$3,445.62
0%
Subtotal:

Tax Subtotal:

Shipping
$3,445.62
$0.00
Item
Description
Qty
Price
Ext Price
Tax
1 GST-SHIPPING

SHIPPING CHARGE
1 $0.00
$0.00
0%
IT Firm Fixed Price Services
Item
Description
Qty
Price
Ext Price
Tax
1 GST-SVC-FFP
GST Firm Fixed Priced Service
1 $17,754.11
$17,754.11
0%
Quote #101400 v4
Page: 10 of 14

�GST
IT & AV Solutions for a Connected World
GSTINC.COM 800.833.0128
IT Firm Fixed Price Services
Item
Description
Qty
Price
Ext Price
Tax
2 GST-SVC-FFP-EXP
GST Firm Fixed Priced Service - Materials and
Expenses
1 $0.00
$0.00
0%
Subtotal:

Tax Subtotal:

Quote Summary
$17,754.11
$0.00
Description
Amount
Hardware - Compute Storage Networking & On premise Backup Software - Cloud Backup
Software - Veeam
IT Firm Fixed Price Services
$319,071.84
$5,727.24
$3,445.62
$17,754.11
Subtotal: $345,998.81
Tax: $23,250.97
Total: $369,249.78
Quote #101400 v4 Page: 11 of 14

J2TDST
IT & AV Solutions for a Connected World
GSTINC.CO 800.

Terms & Conditions
THIS PRICE LIST IS A QUOTATION ONLY AND IS NOT AN ORDER OR OFFER TO SELL.

All prices and descriptions are subject to change without notice. No contract for sale will exist unless and until a purchase order has been issued by you and accepted by Golden Star Technology Inc. ("GST"). Acceptance by GST of any offer is expressly conditioned upon your assent to the Terms and Conditions of Sale set forth in GST's invoices.

The prices contained in this list may not be relied upon as the price at which GST will accept an offer to purchase products unless expressly agreed to by GST in writing. Products quoted were selected by GST based on specifications available at the time of the quotation, and are not guaranteed to meet bid specifications. Product specifications may be changed by the manufacturer without notice. It is your responsibility to verify product conformance to specifications of any subsequent contract. All products are subject to availability from the manufacturer. The freight costs listed are estimates. Shipping costs may vary based on time of purchase, quantity ordered, shipment carrier and warehouse sourced. Actual shipping costs will be calculated during shipment and will be reflected on your invoice. For hardware product(s), manufacturer warranty will begin upon physical delivery of the hardware products(by) by the customer or GST warehouse. For software product(s), the manufacturer warranty will begin upon electronic or physical receipt of the software product(s) by you or GST. Any returns must be approved by GST based on manufacturer approval. More details at gstes.com/RMA.

GST is not responsible for compliance with regulations, requirements or obligations associated with any contract resulting from this quotation unless said regulations, requirements or obligations have been passed to GST and approved in writing by an authorized representative of GST.

WE DO EVERYTHING WE CAN TO ENSURE THAT THE PRICES WE HAVE QUOTED ARE CORRECT AND CURRENT, AND WE TRY TO KEEP OUR PRICES CONSTANT. HOWEVER, DUE TO RAW MATERIAL AND

LOGISTICS, PRICING MAY INCREASE AT ANY TIME FROM OUR OEM AND VENDORS THAT IS OUT OF OUR CONTROL.

Quote #101400 v4 Page: 12 of 14

�GST
IT & AV Solutions for a Connected World
GSTINC.COM 800.833.0128
I> Statement of Work Authorization
I agree with the tasks described in the aforementioned statement of work for the project. I understand that if there are any changes to the Statement of Work that GST will provide a revised statement of work and a quote for any additional charges. By signing below, each party agrees to the terms of this Agreement and GST will begin in executing this statement of work.

Client Acceptance:

Authorized Signature
Printed Name
Title
Date
GST Acceptance:

Authorized Signature
Printed Name
Title
Quote #101400 v4 Page: 13 of 14

�GST
IT & AV Solutions for a Connected World GSTI NC.CO M 800.833.0128 Date
Quote #101400 v4
Page: 14 of 14

k7GST
IT & AV Solutions for a Connected World
GST STATEMENT OF WORK:

Rosanna R City of Placentia_City Hall_08192021
City of Placentia
Rosanna Ramirez
[email protected]
Quote # 101409
Version 3
Wednesday, June 29, 2022
Golden Star Technology
Min Joo
Email: [email protected]
Phone: (562) 345-8744
12881 166th Street
Cerritos, CA
GSTES.COM 800.833.0128

J2TDST
IT & AV Solutions for a Connected World
GSTINC.COM 800.833.0128
Rosanna R City of Placentia_City HaII_08192021
Prepared by:

Golden Star Technology
Min Joo
[email protected]
(562) 345-8744
Prepared for:

City of Placentia
Rosanna Ramirez
[email protected]
401 E. Chapman Ave
Placentia, CA 92870
Quote Information:

Quote #: 101409
Version: 3
Delivery Date: 06/28/2022
Expiration Date: 07/29/2022
IT Statement of Work

SUMMARY
The solution implementation will tackle all facets of the City hall environment's refresh...Compute, Storage, Storage related networking, Veeam upgrade, on premise and Cloud based backup...The goal of the project is to ensure the Production data lives in an agile, supported, performance driven and resilient environment. The following refresh areas will be worked on. • Compute refresh...
o Three new hosts/servers will be introduced to the City hall's environment and will constitute a new VMware cluster responsible for the Compute support function of the City hall's workloads...The three ESXi hosts cluster will ensure a best practice design based on high availability that maintains redundancy in case of a host/server failure • Storage refresh...
o Existing End of Support MD3800i production SAN array will be replaced with a new modern, scalable, and resilient Nimble SAN array hosting City hall's production workloads • Storage based Networking refresh...
o Introducing couple of 1/10/25GB switches enabling the Production compute, storage, and backup devices to connect and share fast and resilient network
• On Premise Backup...
o Introducing a scalable, resilient, and fast Disk backup appliance. Appliance will store/backup workloads on -premises providing a second copy of the City hall's production data • Cloud Backup...
o Adhering to the 3-2-1 backup best practice a 3rd copy of the backup will be backed up to the Cloud in case the City hall's production site becomes inaccessible
• Veeam upgrade...
o Existing End of Support Veeam 9.5 will be upgraded to the current Veeam 11 Implementation of the solution will cover Compute, storage, networking, virtualization and on -premises and Cloud backups Task List — Networking
• Rack and stack the SN2410M 24 ports switches
• Configure the switches
• Ensure connection of Storage, Compute and Backup devices to ToRswitches is successful Quote #101409 v3 Page: 2 of 14

J2TDST
IT & AV Solutions for a Connected World
1 GSTINC.CO 800.

Task List — Storage —
• Rack and Stack Nimble array
• Connect Management & Data ports to Network switches
• Setup and initialize nimble array
Tasks List — Compute —
• Install and Setup 3 new HPE DL360 Gen10 servers
• Connect ILO and Data ports to Network switches
• Install VMware vSphere 7.x Enterprise Plus edition on servers • Install vCenter server Standard edition
Tasks List — Virtualization -
• Unjoin existing vCenter server Essential Plus edition • Add existing 2 hosts to the new vCenter server Standard • Upgrade Essential Plus to Enterprise Plus edition
• Ensure Nimble array successfully provision storage to hosts in the new VMware cluster Tasks List — Data migration -
• Connect ESXi host from newly created Cluster to both arrays via 10Gb connection • Enable VMware storage vMotion to initiate data migration of VMs hosted on MD3800i array's datastores to new datastores on Nimble array from new Enterprise Plus cluster
• Initiate the migration process of City hall's VMs
• With Migration successfully completed and VMs hosted on Nimble array, disconnect Enterprise Plus VMware cluster from MD3800i and allow City hall's production workloads to be supported by the new Nimble Tasks List — On Premise Disk backup appliance —
• Rack and Stack StoreEasy StoreOnce 3620 Dedup appliance • Connect 10Gb adapters' ports to the Switches
• Initialize and setup the appliance - Setup Catalyst Store - • Leverage Veeam Backup & Replication to design and schedule a backup/recovery for the on -premises backup project • StoreOnce will be designated as the Disk backup target and will host Full and Incremental backup schedule of the City hall data Tasks list — Cloud backup hosted by iLand —
• Veeam will be configured to send a backup copy of the City hall's data to the cloud based on defined retention policy • GST will collaborate with iland cloud provider on the success of the Cloud backup project Tasks list — Veeam upgrade -
End of support Veeam 9.5 will be migrated to Veeam 11. Socket based licensing will be replaced by Universal Subscription licenses whereby on -premises and cloud based VMs are treated identically

CUSTOMER REQUIREMENTS

GENERAL RESPONSIBILITIES
• Coordinate the preparation of any hardware and/or software that is not included for this project. Ensure that existing hardware is fully functional and software/firmware is updated. • Assure that the environment is 100% ready. If the environment is not 100% ready the scheduling of the implementation will not be finalized until it is.
• Customer is responsible for providing 24 hours or greater advanced notice for the rescheduling or cancellation of Quote #101409 v3 Page: 3 of 14

J2TDST
IT & AV Solutions for a Connected World
GSTINC.CO 800.

GST's onsite engineering services. If less than 24 hours is given the customer will be charged a half day of GST's engineers time at $200/hr.
• Coordinate service deployment on third -party maintained hardware/software (if applicable). • Assign a designated person from the Customer's staff who, on behalf of the Customer will grant all approvals, provide information, and otherwise be available to assist GST to facilitate the delivery of this service. • Ensure that all hardware, firmware, and software that the GST engineer will need in order to deliver this service are available.
• Allow GST full and unrestricted access to all locations where the service is to be delivered. • Provide a suitable work area for delivery of the service, including access to an outside telephone line, power, any network connections, etc. that is required.
• Be responsible for all data backup and restore operations • Provide one point -of -contact that will finalize decisions during the project. • Provide necessary documentations, paperwork, schematics, line drawings, and information for GST to complete the project. Any delays in providing the necessary project documentation will delay the project.

SERVICES TERMS AND CONDITIONS

COMMENCEMENT OF WORK
Work shall not commence under the Contract until a fully executed agreement has been received by GST and GST has been given approval to proceed by customer.

DATA LOSS
GST make no guarantee against data loss during services engagements. It is the customers responsibility to ensure data is properly protected (backed up) before the engagement begins.

Quote #101409 v3 Page: 4 of 14

J2TDST
IT & AV Solutions for a Connected World
GSTINC.CO 800.

Returned items are subject to a 25% restocking fee. Though rare, a customer may need to return a defective product.

Defective product returns are not subject to the 25% restocking fee and will be exchanged in accordance with the manufacturer's policy within 30 days of purchase.

GST SERVICES WARRANTY

CHANGE MANAGEMENT
GST establishes change management procedures to document changes that are made to the baseline project identified in the Statement of Work. These procedures are in place to reduce the potential for cost and schedule variances.

Customer is responsible for providing 24 hours or greater advanced notice for the re -scheduling or cancellation of GST engineering services. If Tess than 24 hours is given the customer will be charged a half day of GST engineering time at $200/hr.

Quote #101409 v3 Page: 5 of 14

J2TDST
IT & AV Solutions for a Connected World
GSTINC.CO 800.

In the event a change requested by the customer reduces the amount of work and the project is a firm fixed priced project, the full amount of the project will be invoiced.

A change occurs when GST encounters any of the following situations during project delivery:

1. Either party identifies new requirements not included in the original project's scope

Quote #101409 v3 Page: 6 of 14

J2TDST
IT & AV Solutions for a Connected World
GSTINC.CO
800.

Hardware -- Compute Storage Networking & On premise Backup Item
Description
Qty
Price
Ext Price
Tax
1 867959-B21
HPE DL360 Gen10 8SFF CTO Server
3 $2,092.00
$6,276.00