Agenda packet, regular meeting — San Clemente City Council, May 19, 2026 (part 6 of 6)

Attachment 2
1693
AMENDMENT NO. 1 TO
COOPERATIVE AGREEMENT NO. C-9-1723
PROJECT NO. 16-SCLM-CBT-4050

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continuously roll forward into future years;
WHEREAS, AUTHORITY’s Board authorized on January 25, 2021, AUTHORITY to negotiate, execute, and amend as necessary all existing cooperative agreements for Project V Services in order to implement applicable changes consistent with the direction provided on January 25, 2021; and WHEREAS, AUTHORITY’s Board authorized on August 14, 2023, AUTHORITY to negotiate, amend and execute this cooperative agreement to extend the use of the funding through June 30, 2025, which also requires an extension to the termination of the agreement to June 30, 2026 to allow time for project close out; and
WHEREAS, this Amendment No. 1 updates some of the terms, conditions, roles and funding responsibilities between the AUTHORITY and CITY for PROJECT; and WHEREAS, CITY’s Council approved this Amendment No. 1 on this ______day of ______________________, 20__; and
NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and CITY as follows:

1. Amend ARTICLE 3. RESPONSIBILITIES OF AUTHORITY, Page 3 and 4 of 11, to delete paragraph A in its entirety and in lieu thereof insert the following:
“A. Upon receipt of an acceptable invoice that is also consistent with Article 5, AUTHORITY to reimburse CITY for one-hundred percent (100%) of eligible operating costs, less fares, for the transportation service that is providing ADA equivalent service to CITY’s Rideshare Services Program, known as “SCRIDES,” in the amount not-to-exceed Nine Hundred Thousand Dollars ($900,000) effective for service starting December 10, 2018 and ending on June 30, 2025.”

2. Amend ARTICLE 4. RESPONSIBILITIES OF CITY, to make the following changes:
a. Page 5 of 12, to delete paragraph H in its entirety and in lieu thereof insert the following:
“H. CITY shall submit PROJECT reports to AUTHORITY using Exhibit C, entitled “Project V Quarterly Report,” which is attached to this Amendment No. 1 and by this reference incorporated 1694
AMENDMENT NO. 1 TO
COOPERATIVE AGREEMENT NO. C-9-1723
PROJECT NO. 16-SCLM-CBT-4050

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herein, or through electronic submission platform as provided by AUTHORITY. CITY shall provide to AUTHORITY monthly revenue vehicle hours, revenue vehicle miles, boardings, project cost information, cost per boarding, and customer satisfaction information broken down by each month for the reporting quarter. Customer satisfaction may be reported in aggregate for the quarterly reporting period. Customer satisfaction surveys shall be conducted at minimum once a year starting with the execution date of this amendment.”
b. Page 6 of 12, to add a new paragraph P and insert the following:
“P. CITY shall be responsible for providing ample notification to its customers at a minimum of fourteen (14) calendar days prior to any significant service changes and/or service cancellation.”

3. Amend ARTICLE 5. REQUEST FOR REIMBURSEMENT, Page 6 of 12, lines 14 and 15, to delete “Exhibit B, San Clemente Project V ADA Equivalent Services Funding Schedule” in its entirety and in lieu thereof insert “EXHIBIT B, SCRIDES ADA FUNDING TABLE REVISED 1.”

4. Amend ARTICLE 9. ADDITIONAL PROVISIONS, to make the following changes:
a. Page 9 of 12, to delete “June 30, 2025” as the expiration date and in lieu thereof insert “June 30, 2026.”
b. Page 11 of 12, lines 8 through 20, to delete in their entirety and in lieu thereof insert the following:

To CITY: To AUTHORITY:

City of San Clemente Orange County Transportation Authority 910 Calle Negocio
Suite 100
San Clemente, California 92672
550 South Main Street
P. O. Box 14184
Orange, California 92863-1584
Attention: Laura Campagnolo Attention: Luis Martinez
City Clerk Senior Contract Administrator
Tel: 949-361-6135
E-mail: [email protected]
Tel: (714) 560-5767
E-mail: [email protected]
1695
AMENDMENT NO. 1 TO
COOPERATIVE AGREEMENT NO. C-9-1723
PROJECT NO. 16-SCLM-CBT-4050

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With a copy that shall not constitute Notice:

Attention: Zachary Ponsen
Deputy Director of Public Works
Email: [email protected]
With a copy that shall not constitute Notice:

Cc: Charvalen Alacar
Section Manager,
Measure M2 Local Programs
Email: [email protected]

5. Amend Exhibit B, entitled “San Clemente Project V ADA Equivalent Services Funding Schedule” to delete in its entirety and in lieu thereof insert EXHIBIT B, “SCRIDES ADA FUNDING TABLE REVISED 1” attached to this Amendment No. 1 and by this reference incorporated into this Cooperative Agreement.
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1696
AMENDMENT NO. 1 TO
COOPERATIVE AGREEMENT NO. C-9-1723
PROJECT NO. 16-SCLM-CBT-4050

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IN WITNESS WHEREOF, the PARTIES hereto have caused this Amendment No. 1 to Cooperative Agreement No. C-9-1723 to be executed as of the date first written above.

CITY OF SAN CLEMENTE ORANGE COUNTY TRANSPORTATION AUTHORITY By:

Andy Hall
City Manager
By:

Darrell E. Johnson
Chief Executive Officer
ATTEST:

By:

Laura Campagnolo
City Clerk

APPROVED AS TO FORM
By:

James M. Donich
General Counsel
APPROVED AS TO FORM:

By:

Elizabeth A. Mitchell
City Attorney
APPROVAL RECOMMENDED:

By:

Rose Casey
Executive Director, Planning
1697
AMENDMENT NO. 1 TO
COOPERATIVE AGREEMENT NO. C-9-1723
PROJECT NO. 16-SCLM-CBT-4050

EXHIBIT B
Project No. 16-SCLM-CBT-4050 C-9-1723
Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 TOTAL
FY18/19 FY19/20* FY20/21* FY21/22* FY22/23* FY23/24** FY24/25** Operations:

Operations OCTA Share 100%1,2 $ 128,571 128,571 $ 128,571 $ 128,571 $ 128,571 $ 128,571 $ 128,571 $ $ 900,000 Total Project Cost $ 128,571 $ 128,571 $ 128,571 $ 128,571 $ 128,571 $ 128,571 $ 128,571 $ 900,000 OCTA reimburses these ADA costs at 100% of the actual cost. 1 Assumes $128,571 per year (1 through 7). M2 Funding amounts will be updated in OCFundTracker at the end of each Fiscal Year to reflect transfers of savings authorized by the OCTA Board on 8/10/2020. 2 Assumes $128,571 per year (8 and 9). M2 Funding amounts updated in OC Fundtracker at the end of FY22/23 to reflect savings authorized by the OCTA Board on authorized by the OCTA Board on 8/14/2023. *Allocation, as applicable, can be derived from transfers of savings from previous fiscal years beginning FY19/20, per March 2020 Semi-Annual Review Board action approved 08/10/20. Total grant amount not to exceed $900,000.
** Allocation can be derived from the (recinded) 2018 Project V award of funding increase for project extension, recommended for reinstatement by the August 2023 Semi-Annual Review. Board action approved 8/14/23. Total grant amount not to exceed $900,000
Exhibit B
San Clemente Project V Rideshare Services Funding Schedule, Revised 10/2024 SCRIDES ADA FUNDING TABLE REVISED 1
1698
OCTA - PROJECT V QUARTERLY REPORT, REVISED 06.2021

TRANSACTION
ID
DATE
MM/YY
TRIP
(Day of
Week)
TIME
PICKUP
LOCATION1
Census Tract
Codes & Numbers2

DROP OFF
LOCATION1
Census Tract
Codes & Numbers2

TRIP DISTANCE

BY CATEGORY

TRIP TRAVEL
TIME
CATEGORY3

SERVICE

PROVIDER
(LYFT,

BUTTERFLI)

TOTAL TRIP
COST
(A)

FARE PAID

BY USER
(B)
NONOCTA

SUBSIDY
(C)

TRANSACTION

AMOUNT (NET
O&M)
[A - B - C] = (D)
1 - Location reporting based on Census Tract Codes and Numbers 2 - Pick-up and drop-off locations are within approximately 0.25 miles of former OCTA bus stops due to technical limitations 3 - Travel Trip Category identifies the period of the day at which the trip was taken (see table below) Trip Travel
Category3 Range Distance (2 mile
increments) Range
AM PEAK 6am-10am 0-2 1
MIDDAY 10am-4pm 2-4 2
PM PEAK 4pm-8pm 4-6 3
LATE NIGHT N/A 6-8 4
8-10 5
10-12 6
AMENDMENT NO. 1 TO

EXHIBIT C
RIDESHARE -- Ridership & Statistical Data

PROJECT V QUARTERLY REPORT
Operations and Cost Summary
NOTE: Agency must provide Rideshare operating and cost details in Excel (data table) and PDF formats COOPERATIVE AGREEMENT NO. C-9-1723
PROJECT NO. 16-SCLM-CBT-4050
1699
OCTA - PROJECT V QUARTERLY REPORT, REVISED 06.2021
PROJECT NO. 16-SCLM-CBT-4050

EXHIBIT C
Month / Year No. Regular Service
Days
Hours of Service (HOS)
per Service Day
Total Hours of
Service (HOS)4
(A)
Total of Trip Costs
(B)
Boardings (Rides)
(C)
Total Boardings
(Rides) per HOS
(C / A)
Lyft 1 8.0 8.0 $ 88.00 8 1
Butterfli 0.0 $ - #DIV/0!
Month / Year No. Regular Service
Days
Hours of Service (HOS)
per Service Day
Total Hours of
Service (HOS)4
(A)
Total of Trip Costs
(B)
Boardings (Rides)
(C)
Total Boardings
(Rides) per HOS
(C / A)
Lyft 0.0 $ - #DIV/0!
Butterfli 0.0 $ - #DIV/0!
Month / Year No. Regular Service
Days
Hours of Service (HOS)
per Service Day
Total Hours of
Service (HOS)4
(A)
Total of Trip Costs
(B)
Boardings (Rides)
(C)
Total Boardings
(Rides) per HOS
(C / A)
Lyft 0.0 $ - #DIV/0!
Butterfli 0.0 $ - #DIV/0!
Describe method of measuremeant for Customer Satisfaction, including performance objectictives or thresholds:

Date of most recent customer satisfaction survey: Did customer satisfaction meet or exceed the local jurisdiction’s performance objectives? [performance results] If customer satisfaction did not meet or exceed the local jurisdiction’s performance objectives, please provide a plan to improve customer satisfaction with this report. Plan attached (or n/a)? Certified By:

Date:
4 - Hours of Service begins from the time service is available to the passenger(s). Lyft is currently using the 6 hour span of service across all transit programs in order to protect the privacy of the passenger.

SCRIDES code parameters ensure the reported trips incurred within the operating hours described in the project limits Customer Satisfaction
Performance Summary
RIDESHARE -- Ridership & Statistical Data
City of San Clemente
Cost per Boarding
(B / C)
$ 11.00
#DIV/0!
Cost per Boarding
(B / C)
#DIV/0!
#DIV/0!
Cost per Boarding
(B / C)
#DIV/0!
#DIV/0!

PROJECT V QUARTERLY REPORT
COOPERATIVE AGREEMENT NO. C-9-1723
AMENDMENT NO. 1 TO
1700

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AMENDMENT NO. 4 TO
COOPERATIVE AGREEMENT NO. C-6-1301

BETWEEN

ORANGE COUNTY TRANSPORTATION AUTHORITY
AND

CITY OF SAN CLEMENTE
FOR

PROJECT V COMMUNITY- BASED TRANSIT/CIRCULATORS
This Amendment No. 4 is effective this ________day of _____________, 2025 (“Effective Date”), by and between the Orange County Transportation Authority (hereinafter referred to as "AUTHORITY") and the City of San Clemente (hereinafter referred to as "CITY") (mutually referred to herein as “PARTIES” or each individually as “PARTY”).

WITNESSETH:

WHEREAS, by Cooperative Agreement No. C-6-1301 (“AGREEMENT”) dated November 16, 2016, as last changed by Amendment No. 3, dated February 28, 2024, AUTHORITY and CITY entered into a contract for the operating subsidy funds for rideshare services (hereinafter referred to as “PROJECT”);
WHEREAS, AUTHORITY’s Board of Directors (Board) authorized prior changes on August 10, 2020, and on January 25, 2021 to PROJECT and AGREEMENT which have been addressed through Amendment Nos. 1 through 3 to AGREEMENT.

WHEREAS, AUTHORITY’s Board authorized on August 14, 2023, AUTHORITY to negotiate, amend and execute AGREEMENT to increase funding by One Million, Six Hundred Forty-Nine Thousand, Seven Hundred Dollars ($1,649,700), increasing the funding provided through AGREEMENT to Two Million, Five Hundred Sixty-Four Thousand, One Hundred Dollars ($2,564,100) and extend the use of the funding through June 30, 2025, which also requires an extension to the termination of the agreement to June 30, 2026 to allow time for project close out; and Attachment 3
1701
AMENDMENT NO. 4 TO
COOPERATIVE AGREEMENT NO. C-6-1301

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WHEREAS, a portion of the funding that could have been provided through this grant has expired or has been used leaving Two Million, Fourteen Thousand, Two Hundred Dollars ($2,014,200) remaining for PROJECT in this amendment; and
WHEREAS, AUTHORITY and CITY agree to extend the contract term to the total Board authorized (capital funding and operating subsidy) funding amount of Two Million, Fourteen Thousand Two Hundred Dollars ($2,014,200).

NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and CITY that Cooperative Agreement No. C-6-1301 is hereby amended in the following particulars only:

1. Amend ARTICLE 3. RESPONSIBILITIES OF AUTHORITY, Page 4 of 11, as last changed by Amendment No. 3, to make the following changes:
a. To delete paragraph A in its entirety and in lieu thereof insert the following:
“A. Within sixty (60) days of receipt of acceptable invoice, to reimburse CITY for operating costs based on actual operating costs incurred. All invoices for operating the PROJECT combined are not-to-exceed Two Million, Fourteen Thousand, Two Hundred Dollars ($2,014,200), consistent with Exhibit B. The operating subsidy for regular on demand service will be net of fares and no more than Nine Dollars ($9.00) per ride, or Ninety Percent (90%) of net operations and maintenance (O&M) costs (less user fares); whichever is lower.”
b. To delete paragraph C in its entirety and in lieu thereof insert the following:
“C. Upon the service’s cost per ride exceeding Ten Dollars and Twenty-Four Cents ($10.24) for Fiscal Year (FY) 2021-22, Ten Dollars and Forty-Three Cents ($10.43) for FY 2022-23, Ten Dollars and Sixty-Two Cents ($10.62) for FY 2023-24, Ten Dollars and Eighty-One Cents ($10.81) for FY 2024-25 and beyond, if necessary, AUTHORITY will provide written notice to CITY of this determination. CITY will be required to disclose this finding and any other relevant operating data to the City Council and request a City Council response to continue, restructure, or cancel the service, all within sixty (60) days of receipt of notice. AUTHORITY will also assist CITY to continue, restructure, or cancel the service, depending on 1702
AMENDMENT NO. 4 TO
COOPERATIVE AGREEMENT NO. C-6-1301

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City Council response. The City Council’s final determination is expected to be made via City Council action and reported back to AUTHORITY within forty-five (45) days of city council action.”

2. Amend ARTICLE 4. RESPONSIBILITIES OF CITY, Pages 4 and 5 of 11, as last changed by Amendment No. 3, to make the following changes:
a. To delete paragraph A in its entirety and in lieu thereof insert the following:
“A. To provide eligible local match funds at a minimum of Ten Percent (10%) of required O&M costs (less fares collected), estimated to be Two Hundred Twenty-Three Thousand, Seven Hundred NinetyEight Dollars ($223,798), or to provide O&M costs required after AUTHORITY has paid Ninety Percent (90%) of the cost (less fares) or the appropriate subsidy per ride based on actual cost, whichever is lower, consistent with Exhibit B, ultimately providing whichever O&M match contribution is greater, in accordance with Exhibit B.”
b. Page 4 of 11, to delete paragraph F in its entirety and in lieu thereof insert the following:
“F. CITY’s Project V service shall meet the following minimum performance standard of providing service at a cost of less Ten Dollars and Twenty-Four Cents ($10.24) per ride for FY 2021-22, Ten Dollars and Forty-Three Cents ($10.43) for per ride for FY 2022-23, Ten Dollars and Sixty-Two Cents ($10.62) per ride for FY 2023-24, and Ten Dollars and Eighty-One Cents ($10.81) per ride for FY 2024- 25 and beyond, if necessary. If CITY’s Project V service exceeds these minimum performance standards, AUTHORITY will provide written notice to the CITY of this determination. CITY (upon receipt of notification) will be required to disclose this finding and any other relevant operating data to the City Council within sixty (60) days of receipt of notice, in order for the City Council to determine if it wishes to continue, restructure, or cancel the service. The City Council’s final determination shall be made via City Council action and reported back to AUTHORITY within forty-five (45) days of City Council action.”

3. Amend ARTICLE 5. REQUEST FOR REIMBURSEMENT, Pages 5 and 6 of 11, as last changed by Amendment No. 3, to make the following changes:
a. To delete paragraph A in its entirety and insert the following:
1703
AMENDMENT NO. 4 TO
COOPERATIVE AGREEMENT NO. C-6-1301

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“A. CITY shall prepare and submit invoices to AUTHORITY to request reimbursement for eligible operating costs, at least quarterly for active quarters, consistent with Comprehensive Transportation Funding Guidelines (CTFP) specifically pertaining to Project V, and not to exceed Two Million, Fourteen Thousand, Two Hundred Dollars ($2,014,200), consistent with Exhibit B.

4. Amend ARTICLE 9. ADDITIONAL PROVISIONS, Pages 8 and 10 of 11, as last changed by Amendment No. 3, to make the following changes:
a. Page 10 of 11, lines 14 through 22, to delete in their entirety and in lieu thereof insert the following:

To CITY: To AUTHORITY:

City of San Clemente Orange County Transportation Authority 910 Calle Negocio
San Clemente, California 92673
600 South Main Street
Orange, California 92863-1584
Attention: Laura Campagnolo
City Clerk
949-361-8301
Email: [email protected]
With a copy that shall not constitute Notice:

Attention: Zachary Ponsen
Deputy Director of Public Works
949-361-6135
Email: [email protected]
Attention: Rhea Aninzo
Contract Administrator
714-560-5650
Email: [email protected]
With a copy that shall not constitute Notice:

Cc: Charvalen Alacar, Section Manager, M2
Local Programs
Email: [email protected]

5. Amend EXHIBIT B, SAN CLEMENTE PROJECT V RIDESHARE SERVICES FUNDING SCHEDULE, REVISED 3, as last changed by Amendment No. 3, to delete in its entirety and replace with EXHIBIT B, SAN CLEMENTE PROJECT V RIDESHARE FUNDING SCHEDULE, REVISED 4, attached to this Amendment No. 4 and by this reference incorporated into this AGREEMENT. 1704
AMENDMENT NO. 4 TO
COOPERATIVE AGREEMENT NO. C-6-1301

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6. Amend EXHIBIT C, OCTA – REIVSED QUARTERLY REPORT, REVISED 06.2021, as last changed by Amendment No. 3, to delete in its entirety and replace with EXHIBIT C, PROJECT V QUARTERLY REPORT, RIDESHARE – RIDERSHIP & STATISTICAL DATA, attached to this Amendment No. 4 and by this reference incorporated into this AGREEMENT.

7. Amend EXHIBIT D, SHARED-RIDE HAILING SERVICES INVOICE TEMPLATE, to delete in its entirety and replace with EXHIBIT D, SHARED-RIDE HAILING SERVICES INVOICE TEMPLATE REVISED 04-2024, attached hereto this Amendment No. 4 and by this reference incorporated into this AGREEMENT.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 4 to Cooperative Agreement No. C-6-1301 to be executed on the date first above written.

CITY OF SAN CLEMENTE ORANGE COUNTY TRANSPORTATION AUTHORITY By:

Andy Hall
City Manager
By:

Darrell E. Johnson
Chief Executive Officer
ATTEST:

By:

Laura Campagnolo
City Clerk
APPROVED AS TO FORM:

By:

James M. Donich
General Counsel
APPROVED AS TO FORM:

By:

Elizabeth A. Mitchell
City Attorney
APPROVED:

By:

Rose Casey
Executive Director, Planning
1705
AMENDMENT NO. 4 TO
COOPERATIVE AGREEMENT NO. C-6-1301

EXHIBIT B
Project No. 16-SCLM-CBT-3841
Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 TOTAL TOTALS TOTALS FY16/17 FY17/18 FY18/19 FY19/20* FY20/21* FY21/22* FY22/23* FY23/24** FY24/25** Years 3-7 Years 8-9 Operations:

Operations OCTA Share 90%1,2 $ 130,629 $ 130,629 $ 130,629 $ 130,629 $ 130,629 $ 130,629 $ 130,629 $ 549,900 $ 549,900 $ 2,014,200 $ 653,145 $ 1,099,800 Local Match 10% $ 14,514 $ 14,514 $ 14,514 $ 14,514 $ 14,514 $ 14,514 $ 14,514 $ 61,100 $ 61,100 $ 223,800 $ 72,570 $ 122,200 Total Project Cost $ 145,143 $ 145,143 $ 145,143 $ 145,143 $ 145,143 $ 145,143 $ 145,143 $ 611,000 $ 611,000 $ 2,238,000 $ 725,715 $ 1,222,000 FY16/17 FY17/18 FY18/19 FY19/20 FY20/21 FY21/22 FY22/23 FY23/24 FY24/25 FY23/24 FY24/25 FY24/26 Subsidy Rate per Boarding Max $ 9.00 $ 9.00 $ 9.00 $ 9.00 $ 10.05 $ 10.24 $ 10.43 $ 10.62 $ 10.81 FY16/17 FY17/18 FY18/19 FY19/20 FY20/21 FY21/22 FY22/23 FY23/24 FY24/25 FY23/24 FY24/25 FY24/26 Cost per Boarding Max N/A N/A N/A N/A $ 20.10 $ 20.47 $ 20.85 $ 21.24 $ 21.63 Annual OCTA Cost per Boarding Minimum Performance Standard 1 Assumes $130,629 per year (1 through 7). M2 Funding amounts will be updated in OCFundTracker at the end of each Fiscal Year to reflect transfers of savings authorized by the OCTA Board on 8/10/2020. 2 Assumes $549,900 per year (8 and 9). M2 Funding amounts updated in OC Fundtracker at the end of FY22/23 to reflect savings authorized by the OCTA Board on authorized by the OCTA Board on 8/14/2023. *Allocation, as applicable, can be derived from transfers of savings from previous fiscal years beginning FY19/20, per March 2020 Semi-Annual Review Board action approved 08/10/20. Total grant amount not to exceed $914,400.
** Allocation can be derived from the (recinded) 2018 Project V award of funding increase for project extension, recommended for reinstatement by the August 2023 Semi-Annual Review. Board action approved 8/14/23. Total grant amount not to exceed $2,014,203.

Exhibit B
San Clemente Project V Rideshare Services Funding Schedule, Revised 4 Annual OCTA Subsidy Maximum Rates Per Boarding
1706
AMENDMENT NO. 4 TO
COOPERATIVE AGREEMENT NO. C-6-1301

EXHIBIT C

TRANSACTION
ID
DATE
MM/YY
TRIP
(Day of
Week)
TIME
PICKUP
LOCATION1
Census Tract
Codes & Numbers2

DROP OFF
LOCATION1
Census Tract
Codes & Numbers2

TRIP DISTANCE

BY CATEGORY

TRIP TRAVEL
TIME
CATEGORY3

SERVICE

PROVIDER
(LYFT,

BUTTERFLI)

TOTAL TRIP
COST
(A)

FARE PAID

BY USER
(B)
NONOCTA

SUBSIDY
(C)

TRANSACTION

PROJECT V QUARTERLY REPORT
Operations and Cost Summary
NOTE: Agency must provide Rideshare operating and cost details in Excel (data table) and PDF formats 1707
AMENDMENT NO. 4 TO
COOPERATIVE AGREEMENT NO. C-6-1301

Date:
#DIV/0!
Cost per Boarding
(B / C)
#DIV/0!

PROJECT V QUARTERLY REPORT
4 - Hours of Service begins from the time service is available to the passenger(s). Lyft is currently using the 6 hour span of service across all transit programs in order to protect the privacy of the passenger.

EXHIBIT D
Shared-Ride Hailing Services Invoice Template. Revised 04-2024 Programmed Funding Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 TOTAL 16/17 17/18 18/19 19/20 20/21* 21/22* 22/23* 23/24** 24/25** Max (per ride) subsidy rate 9.00 $ 9.00 $ 9.00 $ 9.00 $ 10.05 $ 10.24 $ 10.43 $ 10.63 $ 10.81 $ OCTA Share (90%) 130,629 $ 130,629 $ 130,629 $ 130,629 $ 130,629 $ 130,629 $ 130,629 $ 549,900 $ 549,900 $ $ 2,014,200 Local Match (10%) 14,514 $ 14,514 $ 14,514 $ 14,514 $ 14,514 $ 14,514 $ 14,514 $ 61,100 $ 61,100 $ $ 223,800 Total Project Cost 145,143 $ 145,143 $ 145,143 $ 145,143 $ 145,143 $ 145,143 $ 145,143 $ 611,000 $ 611,000 $ 2,238,000 $ Potential OCTA
Match %
Total Reimbursement Requested:

Additional Local Share (Overage):

Sign Date
Manual Input field
(i.e. Apr 2021 - Jun 2021)
Billing Period
#DIV/0! Reimbursement per Net Operating Costs %
(F/E)
$0.00 Net Operating Costs
(D - (I + J)) = (E)
Potential Local Share Potential Reimbursement
(2) (1 - 2)
$0.00 $0.00
$0.00
Ridership and Statistical Data for the Period of Invoice Required for O&M Invoicing Cost per Boarding (E/B) #DIV/0!
Total Operating Costs (D) Reimbursement per Boarding (F/B) #DIV/0! Collected Fares (I)
Project Number: Lead Agency:

Project Title: Phase:
(Marketing, Operations & Maintenance)
Invoice Number: Contract Number:

Allowable Reimbursement Request
(whichever is lower of G or H) = (F) Total Hours of Service (A) $0.00 Total Boardings/Transactions (B)
Boardings / Transactions per Hour of Service
(B/A) = (C)
The invoice is a true, complete and correct statement of work performed, reimbursable costs and progress; The backup information included with the invoice is true, complete and correct in all material respects.
1 - Upon the service's cost per boarding exceeding the specified minimum cost per boarding of $10.05 for FY 20/21 (escalated at 1.85% annually therafter), OCTA will provide written notice to the City of this determination, and the City will then be required to disclose this finding to their City Council, in order to determine if the City wishes (through city council action) to continue, restructure, or cancel the service.

Max. per Boarding Subsidy for fiscal year1
(B x subsidy rate) = (G)
$0.00
Net Operating Cost Reimbursement
(E x OCTA match %) = (H) $0.00
Non-OCTA Subsidy (J)
*Allocation derived from transfers of savings from previous fiscal years beginning FY 19/20, per March 2020 Semi-Annual Review Board approval 8/10/2020.

Total grant amount not to exceed $914,400
** Allocation can be derived from the (recinded) 2018 Project V award of funding increase for project extension, recommended for reinstatement by the August 2023 Semi-Annual Review. Board action approved 8/14/23. Total grant amount not to exceed $2,014,203.

Month - Year
Month - Year
Month - Year
Net Operating Costs
$0.00
$0.00 $0.00
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1709
910 Calle Negocio
2nd Floor
San Clemente, California
www.san-clemente.org

AGENDA REPORT

CITY OF SAN CLEMENTE

CITY COUNCIL MEETING
CITY OF SAN CLEMENTE 1
Meeting Date: May 19, 2026 Agenda Item: 11K.

Submitted By: Beaches, Parks and Recreation
Prepared By: Samantha Wylie, Beaches, Parks & Recreation Director Subject:
..titl e

CONSIDERATION OF A RESOLUTION APPROVING A FACILITY USE AGREEMENT WITH THE SAN CLEMENTE NINE TEES WOMEN’S GOLF CLUB FOR PLAY AT THE SAN CLEMENTE MUNICIPAL GOLF COURSE ..body
Summary:

The City Council is being asked to consider approval of a Facility Use Agreement with the San Clemente Nine Tees Women’s Golf Club (“Nine Tees”) to formalize a recurring weekly tee time reservation at the San Clemente Municipal Golf Course (“Golf Course”).

Organized club play supports consistent utilization of the Golf Course, promotes community engagement, and contributes to the overall patron experience. The proposed agreement establishes clear expectations related to scheduling, fees, and operational compliance while maintaining flexibility for staff to manage tee time inventory.

This agreement aligns with previously approved agreements for the Men’s Golf Club and the San Clemente Women’s Golf Club and represents the final agreement formalizing standing block reservations for organized golf clubs.

Background:

The City owns and operates the San Clemente Municipal Golf Course as an enterprise fund facility, with all revenues supporting ongoing maintenance, operations, and capital improvements.

The Golf Course has a long-standing tradition of supporting organized golf clubs that provide structured recreational opportunities for the community. The Nine Tees Golf Club has been an active user group for over five decades, contributing to consistent course utilization and community engagement.

In 2021, the City Council approved a Facility Use Agreement with the Men’s Golf Club to formalize recurring tee time reservations and establish operational expectations. More recently, the City Council approved a similar agreement with the San Clemente Women’s Golf Club in 2026. These agreements reflect a broader policy direction to standardize the City’s relationship with organized golf groups and ensure consistency in scheduling, fee collection, and operational practices.

The proposed agreement with Nine Tees represents the final agreement necessary to complete this framework for standing block reservations.

Discussion:
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Meeting Date: May 19, 2026 Agenda Item: 11K.

CITY OF SAN CLEMENTE 2
The agreement provides for a recurring weekly tee time block for Nine Tees Golf Club while ensuring all participants pay applicable green fees based on residency and eligibility. It includes provisions related to player guarantees, no-show policies, and revenue protection to support efficient tee sheet management and financial sustainability. The agreement maintains the City’s ability to adjust operations as needed while providing consistency for long-standing organized play.

Considerations Identified by Staff:

The Golf Course operates at high utilization levels, requiring careful management of tee time inventory to balance the needs of organized groups with general public access. Establishing consistent agreements across all major user groups provides clarity and equity in how tee times are allocated while reinforcing that such use remains subject to overall course operations. The agreement also supports the City’s responsibility to manage the Golf Course as an enterprise fund by incorporating revenue protection measures and ensuring that all users contribute appropriately to operational costs.

Council Options:
 Approve the resolution authorizing execution of the Facility Use Agreement with the Nine Tees.
 Approve with modifications as directed by the City Council.  Do not approve and provide alternative direction to staff.

Environmental Review/Analysis:

This action is not a project under the California Environmental Quality Act (CEQA) pursuant to Section 15378, as it involves organizational and administrative activities that will not result in a direct or indirect physical change in the environment.

Fiscal Impact:

No direct fiscal impact. The agreement supports revenue stability and cost recovery through improved tee time utilization and payment compliance.

Recommended Action(s):
..recommendation
If the City Council concurs with the contents of the staff report, it would be appropriate to adopt Resolution No. 26-93, entitled A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN

CLEMENTE, CALIFORNIA, APPROVING A FACILITY USE AGREEMENT WITH SAN

CLEMENTE NINE TEES GOLF CLUB FOR USE OF THE SAN CLEMENTE MUNICIPAL GOLF

COURSE, AND AUTHORIZING THE BEACHES, PARKS AND RECREATION DIRECTOR TO EXECUTE THE AGREEMENT.
..end
Attachment:

1. Resolution No. 26-93

2. Facility Use Agreement – San Clemente Nine Tees Women’s Golf Club 1711
Meeting Date: May 19, 2026 Agenda Item: 11K.

CITY OF SAN CLEMENTE 3
Notification:

San Clemente Nine Tees Women’s Golf Club
1712
Attachment 1
RESOLUTION NO. 26-93

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SAN CLEMENTE, CALIFORNIA, APPROVING A FACILITY

USE AGREEMENT WITH SAN CLEMENTE NINE TEES
WOMEN’S GOLF CLUB FOR USE OF THE SAN CLEMENTE

MUNICIPAL GOLF COURSE, AND AUTHORIZING THE

BEACHES, PARKS AND RECREATION DIRECTOR TO

EXECUTE THE AGREEMENT
WHEREAS, the City of San Clemente (“City”) owns and operates the San Clemente Municipal Golf Course (“Golf Course”) for the benefit of the public; and WHEREAS, the Golf Course is operated as an enterprise fund, with revenues supporting ongoing maintenance, operations, and capital improvements; and WHEREAS, the City supports partnerships with organized user groups that promote recreational opportunities, community engagement, and consistent utilization of City facilities; and
WHEREAS, the Nine Tees Golf Club has a long-standing history of organized play at the Golf Course, contributing to consistent utilization and community engagement; and WHEREAS, the City Council previously approved a Facility Use Agreement with the Men’s Golf Club in 2021 and a Facility Use Agreement with the San Clemente Women’s Golf Club in 2026, establishing a framework for recurring tee time reservations; and WHEREAS, the proposed Facility Use Agreement with San Clemente Nine Tees Women’s Golf Club (“Nine Tees”) is consistent with these prior agreements and represents the final agreement necessary to formalize standing block reservations for organized golf clubs; and
WHEREAS, the proposed agreement establishes clear terms related to scheduling, fees, participation requirements, and operational compliance while preserving the City’s ability to manage Golf Course operations in the best interest of the public; and WHEREAS, the City Council finds that approval of the agreement supports the continued operation, accessibility, and financial sustainability of the Golf Course.

NOW, THEREFORE, the City Council of the City of San Clemente does hereby resolve as follows:

SECTION 1. The foregoing recitals are true and correct and are incorporated herein by this reference.

SECTION 2. The City Council hereby approves the Facility Use Agreement with San Clemente Nine Tees Women’s Golf Club.
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Resolution No. 26-93 Page 2
SECTION 3. The Beaches, Parks and Recreation Director is hereby authorized and directed to execute the Agreement on behalf of the City, in a form substantially similar to that presented to the City Council on May 19, 2026.

SECTION 4. The City Clerk shall certify to the passage and adoption of this resolution and enter it into the book of original resolutions.

PASSED AND ADOPTED this _____ day of ____________________, _______.

ATTEST:
___________________________ __________________________
City Clerk of the City of Rick Loeffler, Mayor of the City of San Clemente, California San Clemente, California

STATE OF CALIFORNIA )
COUNTY OF ORANGE ) §

CITY OF SAN CLEMENTE )
I, LAURA CAMPAGNOLO, City Clerk of the City of San Clemente, California, do hereby certify that Resolution No. 26-93 was adopted at a regular meeting of the City Council of the City of San Clemente held on the _______ day of _______________________, _________, by the following vote:

AYES:

NOES:

ABSENT:

FACILITY USE AGREEMENT FOR

SAN CLEMENTE NINE TEES WOMEN'S GOLF CLUB
This Memorandum of Understanding (“MOU”) is entered into this ____ day of _________, 2026, (the “Effective Date”), by and between the City of San Clemente, a municipal corporation (“City”), and San Clemente Nine Tees Women's Golf Club, a California non-profit corporation (“Nine Tees”), individually referred to as a “Party” and collectively referred to as the “Parties.” R E C I T A L S:

WHEREAS, the City owns, operates, and maintains the San Clemente Municipal Golf Course (“Golf Course”) located at 150 Avenida Magdalena, San Clemente, CA, 92672; and WHEREAS, the City seeks to provide recreational opportunities that promote community engagement, inclusivity, and organized recreational use of public facilities; and WHEREAS, the City supports partnerships with nonprofit organizations that contribute to the activation and programming of City facilities; and
WHEREAS, the Nine Tees was established in 1974 to promote women’s golf and has maintained a continuous presence at the Golf Course for over fifty-two (52) years; and WHEREAS, the Nine Tees provides organized weekly golf activities consistent with the rules and regulations of the United States Golf Association and affiliated regional associations; and
WHEREAS, on November 4, 2025, the City Council adopted Resolution No. 25-167 establishing operational standards for the Golf Course, including provisions related to tee time block reservations; and
WHEREAS, the Parties desire to formalize the terms under which Nine Tees may reserve tee times and conduct organized play at the Golf Course.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

C O V E N A N T S:

Article I. PURPOSE
Section 1.01 The purpose of this Agreement is to establish the terms and conditions under which the NINE TEES will reserve golf tee times at the Golf Course. The Nine Tees utilizes the Golf Course to host golf play for its members.

Article II. TERM
Section 2.01 The term of this Agreement shall be ten (10) years plus two (2) possible five-year extensions from the Effective Date of this Agreement. Extensions shall be executed conjointly without lapse, should both parties mutually agree to continue said Agreement.

Article III. FACILITY USE AND TEE TIME ALLOCATION
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Section 3.01 City agrees to provide Nine Tees with a recurring block reservation each Tuesday beginning no sooner than 9:06 a.m., for up to nine (9) tee times, or as determined by the Golf Starter, and subject to operational needs and adjustments.

Section 3.02 One (1) annual tournament, such as “Team Play”, shall also have the right to reserved tee times on a date and time mutually agreed upon by the Nine Tees and the Golf Starter. This tournament shall be held on a Monday between March and May.

Section 3.03 Any additional tournaments or multiple-day championship events shall be considered on a case-by-case basis and coordinated through the Golf Starter so long as it is in the best interest of the Golf Course and is mutually beneficial to the Nine Tees.

Section 3.04 Nine Tees shall submit its annual schedule request for review and approval no later than November 1 of each year. All scheduling is subject to Golf Course operational priorities and approval by City staff.

Section 3.05 Tee time blocks shall be allocated based on availability and in the best interest of Golf Course operations. Approval of recurring use does not guarantee exclusive or permanent rights to specific tee times.

Section 3.06 Nine Tees and its members shall agree to: Comply with all City policies, Golf Course rules, and applicable laws; Conduct activities in a manner that supports efficient course operations and public access; and ensure all players are registered and accounted for through the Golf Course reservation management system.

Article IV. FEES AND PAYMENT
Section 4.01 Green Fees. All Nine Tees players shall pay applicable green fees in effect at the time of play based on the players’ residency and eligibility.

Section 4.02 Player Guarantee. Nine Tees shall provide a guaranteed player count and player list no later than twenty-four (24) hours prior to scheduled play.

Section 4.03 No-Show Policy. Individual players who fail to appear (“no-shows”) shall be charged the applicable green fee using a credit card on file.

Section 4.04 Revenue Protection. In the event Nine Tees does not fill all reserved tee times and fails to release unfilled tee times at least twenty-four (24) hours in advance, Nine Tees shall be responsible for payment of the applicable green fees associated with those unfilled tee times.

Section 4.05 The City shall make reasonable efforts to mitigate lost revenue by reassigning unfilled tee times to other paying golfers. If the City is able to fill such tee times, Nine Tees shall not be charged for those tee times.

Section 4.06 Rainchecks may be issued at the discretion of the Golf Starter in accordance with standard operating procedures.

Article V. INDEMNIFICATION
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Section 5.01 To the fullest extent permitted by law, Nine Tees shall defend (with counsel approved by the City), indemnify, and hold harmless the City, its officials, officers, employees, volunteers, and agents from and against any and all claims, damages, liabilities, losses, costs, or expenses arising out of or related to Nine Tees’s use of the Golf Course or performance under this Agreement. This provision shall survive termination of this Agreement.

Article VI. TERMINATION
Section 6.01 Either Party may terminate this Agreement upon thirty (30) days’ written notice.

Termination shall not relieve either Party from the provisions in this Agreement that naturally or explicitly survive termination, like the indemnification obligations. The Notice of Termination shall include an offer to participate in mediation. See Section 6.02.

Notwithstanding the foregoing, the City reserves the right to terminate this Agreement for cause, including, but not limited to, (i) unsatisfactory use of the Golf Course; (ii) violation of Golf Course rules, City policies, or applicable laws; (iii) failure to comply with any term or condition of this Agreement; or (iv) conduct that, in the City’s sole discretion, adversely impacts Golf Course operations, safety, or public access.

The City may also terminate this Agreement in the event of Force Majeure, including but not limited to acts of God, natural disasters, governmental orders, changes in State or Federal law, or other circumstances beyond the City’s control that materially affect the operation of the Golf Course.

Section 6.02 Within fifteen (15) days of receipt of the Notice of Termination, the receiving Party shall notify the initiating Party in writing whether it elects to participate in mediation. If mediation is accepted, the Parties shall make a good faith effort to schedule and complete mediation within thirty (30) days of the acceptance notice. Participation in mediation shall toll the effective date of termination pending completion of the mediation process.

If mediation is declined, or if the Parties are unable to reach a mutually acceptable resolution through mediation, termination shall become effective thirty (30) calendar days following the date of the original written Notice of Termination.

Article VII. NOTICES
All notices shall be delivered to:

City of San Clemente
910 Calle Negocio
San Clemente, CA 92673
ATTN: Beaches, Parks & Recreation Director and City Clerk The San Clemente Nine Tees Women’s Club
307 La Rambla
San Clemente, CA 92672
ATTN: President/CEO
Article VIII. MISCELLANEOUS
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Section 8.01 Assignment. Nine Tees shall not assign or transfer this Agreement without the prior written consent of the City.

Section 8.02 Waiver. Failure of either Party to enforce any provision shall not constitute a waiver of that provision.

Section 8.03 Severability. If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Section 8.04 Authority to Execute. Each signatory represents that they are duly authorized to execute this Agreement on behalf of their respective Party.

Section 8.05 Governing Law. Nine Tees shall comply with all applicable federal and California laws related to the performance of this Agreement or the solicitation and receipt of donations.

Section 8.06 Entire agreement. This Agreement constitutes the entire understanding between the Parties regarding the subject matter and supersedes any previous oral or written understandings.

Section 8.07 Amendments. Either Party may request changes to this Agreement. Any modifications to this Agreement must be in writing and signed by authorized representatives. Any changes, modifications, revisions, or amendments to this Agreement, which are mutually agreed upon by and between the Parties to this Agreement, shall be incorporated by written instrument and effective when executed and signed by all parties to the Agreement.

Section 8.08 Counterparts/Electronic Signatures. This Agreement may be executed in counterparts, which together shall constitute one and the same agreement. This Agreement may be executed electronically with the same force and effect as original, ink signatures. [End – signature page follows]
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WHEREFORE, the Parties execute this Agreement, agreeing to be bound by the above terms and conditions effective as of the date first entered above.

CITY OF SAN CLEMENTE
By:_______________________________
Samantha Wylie, Beaches, Parks &
Recreation Director
ATTEST: Dated: __________________, 2026
By: _____________________________
CITY CLERK of the City of
San Clemente, California
APPROVED AS TO FORM:

By: _____________________________
Elizabeth A. Mitchell, City Attorney

SAN CLEMENTE NINE TEES WOMEN’S

GOLF CLUB,
a California nonprofit corporation

By:_____________________________
Mary Greer, CEO
Dated: __________________, 2026
By:_____________________________
Cindy Mason, CFO
Dated: __________________, 2026
1719
910 Calle Negocio
2nd Floor
San Clemente, California
www.san-clemente.org

AGENDA REPORT

CITY OF SAN CLEMENTE

CITY COUNCIL MEETING
CITY OF SAN CLEMENTE 1
Meeting Date: May 19, 2026 Agenda Item: 11L.

Submitted By: Finance and Administrative Services
Prepared By: Sheryl Mariano, Deputy City Treasurer
Charlie Smith, City Treasurer
Subject:
..titl e
CONSIDERATION OF RESOLUTION NO. 26-94, AWARDING A PROFESSIONAL SERVICES

AGREEMENT FOR INVESTMENT ADVISORY SERVICES TO CHANDLER ASSET MANAGEMENT, INC. AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT ..body
Summary:

The City Council is being asked to consider adoption of Resolution No. 26-94, awarding a professional consultant services agreement to Chandler Asset Management, Inc. (Chandler) for Investment Advisory Services and authorizing the City Manager to execute the agreement.

The City’s Investment Advisory Committee (IAC) conducted a competitive Request for Proposals (RFP) process from January through April 2026 to select a qualified firm to provide asset and investment management advisory services for the City’s investment portfolio. Four firms submitted proposals, and two firms were invited for in-person interviews. Following the evaluation process, the IAC recommends awarding a five-year contract, with an optional one-time two-year extension to Chandler.

Background:

It is appropriate to open competition for consulting services for the City to determine if more effective and cost efficient options are possible. This action is not a reflection on the excellent service provided by Chandler, but rather an opportunity for them to demonstrate that their services remain competitive and that costs are in line for the services provided.

Discussion:

In early 2026, the City initiated an RFP to ensure continued competitive pricing, transparency, and alignment with the City’s long term investment objectives. The RFP was released January 29, 2026, and posted on Planet Bids. The City received proposals from the following firms:
 Academy Asset Management, LLC
 Chandler Asset Management, Inc.
 Garcia Hamilton & Associates, L.P.
 Meeder Investment Management, Inc.

The IAC reviewed all written proposals and selected Meeder Investment Management and Chandler Asset Management for in-person interviews based on qualifications, experience with municipal portfolios, and proposed service approach. During the interview phase, both firms 1720
Meeting Date: May 19, 2026 Agenda Item: 11L.

CITY OF SAN CLEMENTE 2
presented their investment philosophy, portfolio management strategies, reporting capabilities, and understanding of municipal public funds.

Chandler was ultimately selected based on several factors, including the firm’s depth of experience with California public agencies, strong understanding of municipal investment requirements, proven performance and service quality, robust compliance, reporting, and client service structure, and competitive fee proposal.

If adopted, Resolution No. 26-94, will:

1. Award a professional services agreement (Attachment 2) to Chandler Asset Management, Inc. for Investment Advisory Services;

2. Approve and authorize the City Manager to execute the agreement with a five-year term; and

3. Authorize the City Manager to execute an optional two-year extension at his/her discretion at the end of the initial five-year term.

Considerations Identified by Staff:

In concert with the City Treasurer, Deputy City Treasurer, and Investment Advisory Committee, the City utilizes external advisory services to support the management of its investment portfolio.

These services are critical to maintaining the portfolio in accordance with the City’s Investment Policy, state law, and best practices for management of public funds. Through the competitive RFP process, proposals were thoroughly evaluated to determine the best overall solution for the City, providing portfolio strategy, compliance monitoring, reporting, and market analysis.

Council Options:
 Adopt Resolution No. 26-94, awarding a professional services agreement to Chandler Asset Management, Inc. for Investment Advisory Services and approving and authorizing the City Manager to execute the agreement.
 Modify and adopt Resolution No. 26-94.
 Provide further direction to staff.
 Deny Resolution No. 26-94 and do not award a professional services agreement for Investment Advisory Services.

Environmental Review/Analysis:

This item is not a project under the California Environmental Quality Act (CEQA) pursuant to Section 15378 of the CEQA Guidelines, as it involves informational and administrative activities that will not result in a direct or reasonably foreseeable physical change in the environment.

Fiscal Impact:

The estimated annual cost for Chandler to manage half of the City’s investments (currently valued at $74 million) is approximately $65,000.
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Meeting Date: May 19, 2026 Agenda Item: 11L.

CITY OF SAN CLEMENTE 3
Costs associated with investment advisory services are included in the annual operating budget for the Finance Department. Fees will be paid from the investment earnings and are consistent with historical amounts.

Recommended Action(s):

The IAC recommends the City Council adopt Resolution No. 26-94, which will:

1. Award a professional services agreement (Attachment 2) to Chandler Asset Management, Inc. for Investment Advisory Services;

2. Approve and authorize the City Manager to execute the agreement with a five-year term; and

3. Authorize the City Manager to execute an optional two-year extension at his/her discretion at the end of the initial five-year term.
..recommendation
..end
Attachment:

1. Resolution No. 26-94

2. City of San Clemente Professional Services Agreement Notification:

All Proposers
1722
Attachment 1
RESOLUTION NO. 26-94

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SAN CLEMENTE, CALIFORNIA, AWARDING A

PROFESSIONAL SERVICES AGREEMENT FOR

INVESTMENT ADVISORY SERVICES TO CHANDLER
ASSET MANAGEMENT, INC. AND AUTHORIZING THE CITY

MANAGER TO EXECUTE THE AGREEMENT
WHEREAS, the City of San Clemente (“City”) maintains investment portfolios in accordance with California Government Code Section 53600 et seq. and the City’s adopted Investment Policy; and
WHEREAS, the City, in coordination with the City Treasurer, Deputy City Treasurer and Investment Advisory Committee (“IAC”), utilizes external investment advisory services to support the management, oversight, and compliance of the City’s investment portfolio; and
WHEREAS, in January 2026, the City issued a competitive Request for Proposals (RFP), posted on PlanetBids, seeking qualified firms to provide investment advisory services for the City’s investment portfolio; and
WHEREAS, the City received four (4) proposals from the following firms: Academy Asset Management, LLC; Chandler Asset Management, Inc.; Garcia Hamilton & Associates, L.P.; and Meeder Investment Management, Inc.; and WHEREAS, the IAC reviewed all submitted proposals and selected Chandler Asset Management, Inc. and Meeder Investment Management, Inc. to participate in in-person interviews based on qualifications, municipal investment experience, and proposed service approach; and
WHEREAS, following the interview and evaluation process, Chandler Asset Management, Inc. was determined to be the most qualified firm based on its extensive experience with California public agencies, demonstrated understanding of municipal investment requirements, strong service and compliance capabilities, and had a competitive fee proposal; and
WHEREAS, retaining Chandler Asset Management, Inc. is in the best interest of the City and will support the City’s objectives of safety, liquidity, and yield while ensuring compliance with applicable laws and best practices for public fund management.

NOW, THEREFORE, the City Council of the City of San Clemente does hereby find, determine and resolve as follows:

SECTION 1. The City Council hereby finds that the recitals above are true and correct and are incorporated fully herein by reference.

SECTION 2. The City Council hereby awards a Professional Services Agreement 1723
Resolution No. 26-94 Page 2
to Chandler Asset Management, Inc. for investment advisory services.

SECTION 3. The City Council hereby authorizes and directs the City Manager, or his designee, to execute a Professional Services Agreement (Agreement) with a term of five (5) years, in a form substantially similar to that presented to the City Council on May 19, 2026.

SECTION 4. The City Council further authorizes the City Manager, at his/her discretion, to execute one (1) optional two-year extension consistent with the terms of the Agreement.

SECTION 5. The City Clerk shall certify to the passage and adoption of this resolution and enter it into the book of original resolutions.

PASSED AND ADOPTED this _____ day of ____________________, _______.

ATTEST:
___________________________ __________________________
City Clerk of the City of Rick Loeffler, Mayor of the City San Clemente, California of San Clemente, California
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Resolution No. 26-94 Page 3

STATE OF CALIFORNIA )
COUNTY OF ORANGE ) §

CITY OF SAN CLEMENTE )
I, LAURA CAMPAGNOLO, City Clerk of the City of San Clemente, California, do hereby certify that Resolution No. 26-94 was adopted at a regular meeting of the City Council of the City of San Clemente held on the _______ day of _______________________, _________, by the following vote:

AYES:

NOES:

ABSENT:

CITY OF SAN CLEMENTE

PROFESSIONAL CONSULTANT SERVICES AGREEMENT

1. PARTIES AND DATE.

This Agreement is made and entered into this _____ day of ________, 20___, by and between the City of San Clemente, a municipal corporation, organized under the laws of the State of California, with its principal place of business at 910 Calle Negocio , San Clemente, California, 92673 ("City") and Chandler Asset Management, Inc., a California corporation, with its principal place of business at 9255 Towne Center Drive, Suite 600, San Diego, CA 92121 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."

2. RECITALS.

2.1 Consultant.

Consultant desires to perform and assume responsibility for the provision of certain professional Investment Management and Advisory consulting services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing professional Investment Management and Advisory consulting services to public clients, is licensed in the State of California, if applicable, and is familiar with the plans of City.

2.2 Project.

City desires to engage Consultant to render such professional Investment Management and Advisory consulting services for the Investment Consulting Services project ("Project") as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional Investment Management and Advisory consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

3.1.2 Term. The term of this Agreement shall be from July 1, 2026 to June 30, 2031, unless earlier terminated as provided herein. The City Manager or his or her designee shall have the unilateral option, at his/her sole discretion, to renew this Agreement automatically for no more than one additional 2-year term. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.

3.2 Responsibilities of Consultant.

3.2.1 Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. 1726
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55452.01100\31193624.5
Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control, the City being only concerned with the finished results of the work being performed. Neither City, nor any of its officials, officers, directors, employees or agents shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be solely responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Neither Consultant nor Consultant's employees shall in any event be entitled to any benefits to which City employees are entitled, including, but not limited to, overtime, retirement benefits, workers’ compensation benefits, injury leave or other leave benefits. Consultant is solely responsible for all such matters, as well as compliance with social security and income tax withholding and all other regulations and laws governing such matters.

3.2.2 PERS Eligibility and Employee Payments Indemnification. In the event that Consultant's employee providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employer and employee contributions for PERS benefits on behalf of the employee as well as for payment of any penalties and interest on such contributions that would otherwise be the responsibility of the City. Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant's employees providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation and benefit including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contributions to be paid by City for employer contributions and/or employee contributions for PERS benefits. Consultant agrees to defend and indemnify the City for any obligation, claim, suit or demand for tax, retirement contribution including any contribution to the PERS, social security, salary or wages, overtime payment, or workers’ compensation payment that the City may be required to make for work done under this Agreement. The provisions of this section 3.2.2 are continuing obligations that shall survive expiration or termination of this Agreement.

3.2.3 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.

3.2.4 Endorsement on PS&E/ Other Data. Consultant shall sign all plans, specifications, estimates (PS&E) and engineering data furnished by Consultant, and where appropriate will indicate Consultant’s authorized signature and professional registration number.

3.2.5 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City.

3.2.6 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should 1727
4936-1162-1678 v2 3
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one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: Nicole Dragoo, CEO.

3.2.7 City's Representatives. The City hereby designates Charlie Smith, City Treasurer and Sheryl Mariano, Finance Manager/Deputy City Treasurer, or his/her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the Scope of Work or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorized to act on City's behalf and to execute all necessary documents which enlarge the Scope of Work or change the Consultant's total compensation subject to the provisions contained in Section 3.3 of this Agreement. Consultant shall not accept direction or orders from any person other than the City Manager, City's Representative or his/her designee.

3.2.8 Consultant's Representative. Consultant hereby designates Nicole Dragoo, CEO, or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.2.9 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times.

3.2.10 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement.

As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub-consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services 1728
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or to work on the Project.

3.2.11 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If Consultant performs any work knowing it to be contrary to such laws, rules and regulations, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees, agents, and volunteers free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

3.2.12 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions, where applicable, shall include, but shall not be limited to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subconsultants, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.

3.2.13 Insurance. Consultant agrees to procure and maintain, at Consultant’s expense all insurance specified in Exhibit “C” attached hereto and by this reference incorporated herein. Consultant shall require all subconsultants to carry the same policies and limits of insurance that the Consultant is required to maintain, unless otherwise approved in writing by the City.

3.3 Fees and Payments.

3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "D" attached hereto and incorporated herein by reference. The total compensation shall not exceed the rates set forth in Exhibit “D” without prior written approval of the City Council or City Manager as applicable. Extra Work may be previously authorized in writing, as described below, and if so authorized, will be compensated at the rates and manner set forth in this Agreement.

3.3.2 Payment of Compensation. Consultant shall submit to City a monthly invoice which calculates the average market value of assets under management in the City’s portfolio, including accrued interest, and the corresponding annual investment management fee in accordance with the rates set forth in Exhibit “D”. The invoice shall describe the amount of Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the invoice. City shall, within 30 days of receiving such invoice, review the invoice and pay all non-disputed and approved charges thereon. If the City disputes any of Consultant's fees, the City shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth therein. 1729
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3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless previously authorized in writing by City, or included in Exhibit "D" of this Agreement.

3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement.

Consultant shall not perform, nor be compensated for, Extra Work without prior written authorization from the City.

3.3.5 Rate Increases. In the event that this Agreement is renewed pursuant to Section 3.1.2, the rate set forth in Exhibit “D” may be adjusted each year at the time of renewal as set forth in Exhibit “D.”

3.3.6 Labor Code Requirements.

3.3.6.1 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

3.3.6.2 Registration. If the Services are being performed as part of an applicable “public works” or “maintenance” project, in addition to the foregoing, then pursuant to Labor Code sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations (“DIR”). Consultant shall maintain registration for the duration of the project and require the same of any subconsultants. This project may also be subject to compliance monitoring and enforcement by the DIR. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements, including the submission of payroll records directly to the DIR. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code sections 1725.5 and 1771.1 shall not apply to Services performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code sections 1725.5 and 1771.1.

3.4 Accounting Records.

3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement.
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3.5 General Provisions.

3.5.1 Termination of Agreement.

3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time, with or without cause, by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause.

3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request.

3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:

Consultant: Chandler Asset Management, Inc.
9255 Towne Center Drive, Suite 600
San Diego, CA 92121
ATTN: Nicole Dragoo, CEO
City: City of San Clemente
910 Calle Negocio
San Clemente, CA 92673
ATTN: Laura Campagnolo, City Clerk and Sheryl
Mariano, Finance Manager/Deputy City Treasurer
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.5.3 Ownership of Materials and Confidentiality.

3.5.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for 1731
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any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data.

Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk.

3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.

3.5.3.3 Confidential Information. The City shall refrain from releasing Consultant’s proprietary information ("Proprietary Information") unless the City's legal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, in which case the City shall notify Consultant of its intention to release Proprietary Information.

Consultant shall have five (5) working days after receipt of the Release Notice to give City written notice of Consultant's objection to the City's release of Proprietary Information. Consultant shall indemnify, defend and hold harmless the City, and its officers, directors, employees, and agents from and against all liability, loss, cost or expense (including attorney’s fees) arising out of a legal action brought to compel the release of Proprietary Information. City shall not release the Proprietary Information after receipt of the Objection Notice unless either: (1) Consultant fails to fully indemnify, defend (with City's choice of legal counsel), and hold City harmless from any legal action brought to compel such release; and/or (2) a final and non-appealable order by a court of competent jurisdiction requires that City release such information.

3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.

3.5.5 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action.

3.5.6 Indemnification.

3.5.6.1 To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, 1732
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employees, subcontractors, consultants or agents in connection with the performance of the Consultant's Services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses. Consultant’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.

3.5.6.2 If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.

3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties.

3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Orange County.

3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.5.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.

3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.

3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.

3.5.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

3.5.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 1733
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3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.

3.5.16 No Third-Party Beneficiaries. There are no intended third-party beneficiaries of any right or obligation assumed by the Parties.

3.5.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

3.5.19 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City, state and federal grant requirements and related programs, policies and guidelines currently in effect or hereinafter enacted.

3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

3.5.21 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

3.5.22 Counterparts/Electronic Signatures. This Agreement may be signed in counterparts, each of which shall constitute an original. This Agreement may be signed with the same force and effect as original ink signatures.

3.6 Subcontracting.

3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all 1734
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provisions stipulated in this Agreement.

3.7 Additional Terms and Conditions. Consultant and City agrees to abide by the additional terms and conditions specified in Exhibit “E” attached hereto and by this reference incorporated fully herein.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed on the respective dates set forth opposite of their signatures.

CITY OF SAN CLEMENTE
By:________________________________
Andy Hall, City Manager
ATTEST: Dated: _________________________
____________________________
CITY CLERK of the City of
San Clemente, California
APPROVED AS TO FORM:
_____________________________
Elizabeth A. Mitchell, City Attorney

APPROVED AS TO AVAILABILITY
OF FUNDING:
_____________________________
Finance Authorization

Chandler Asset Management, Inc.,
a California corporation
(“CONSULTANT”)
By:_____________________________
Nicole Dragoo, CEO
Dated: _________________________
By:_____________________________
Jayson Schmitt, Secretary
Dated: _________________________
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EXHIBIT "A"

SCOPE OF SERVICES
Consultant shall perform the following services for the City (collectively, the “Services”) to the City’s satisfaction, as more fully described in the Consultant’s Proposal dated March 5, 2026, which is hereby incorporated by reference:

1. Assist the City with cash flow/maturity analysis.

2. Provide credit analysis of investment instruments in portfolio and rebalance the City’s portfolio as necessary.

3. Provide technical and fundamental market research, including but not limited to yield curve analysis.

4. Provide monthly/quarterly/annual reporting for City managed funds. The Pension Trust will be reported on a quarterly and annual basis.

5. Attend quarterly meetings with City staff and the Investment Advisory Committee.

6. Evaluate market risk and develop strategies that minimize the impact on the City’s portfolio.

7. Provide assurance of portfolio compliance with applicable policies, laws, and the City’s adopted Investment Policy which is hereby incorporated by reference.

8. Assist the City in determining its investment risk tolerance.

9. Establish an appropriate benchmark in addition to the LAIF rate as a benchmark. All earnings should be comparable net of fees.

10. Ensure that the portfolio structure matches the City objectives.

11. On an annual basis, review the City’s Investment Policy and Pension Investment Policy and make recommendations for changes, as appropriate.

12. Assist the City in establishing and maintaining an authorized broker/dealer list pursuant to the Investment Policy. Perform due diligence reviews of current and proposed broker/dealers.

13. Monitor the creditworthiness of financial institutions and investments in the portfolio.

14. Investment practices and procedures must comply with state law, the City’s Investment Policy, and any other applicable laws or regulations. The investment management and advisory firm will be expected to perform to the Prudent Expert Standard.

15. Cooperate with the City’s independent third-party audit firm. Provide schedules and analysis as requested by the City’s third-party auditors for ACFR preparation.

16. Provide periodic training to staff on investment-related topics. Outline how often and mode of learning (i.e. video, in-person, etc.)

17. Provide other investment advisory services, as requested.

Project Deliverables
As part of the scope of services, the Consultant will also be required to provide the following deliverable products:

1. Reporting - Successful Proposer shall provide monthly, quarterly, and annual reports that meet all requirements of The City’s Investment Policy and be prepared in accordance with Generally Accepted Accounting Principles (GAAP) and in compliance with Government Accounting Standards Board (GASB) pronouncements, including GASB Statements 31 and 40 and should include, but not be limited to the following:
a. Summary of Portfolio Holdings. A listing of all securities held at the end of the month categorized by type of security, maturity and institution. b. Investment Performance Report. At a minimum, the performance report should show total returns for the period compared to the established benchmark. 1737
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c. Maturity/Duration Indicators. The monthly report should include portfolio duration and average maturity statistics to help monitor interest-rate risk. d. Transaction Summary. A summary of completed transactions for the month. e. Mark-to-Market Report. The monthly report should show the cost and market value for each security in the portfolio.
f. Market Commentary. The monthly and quarterly reports should contain general commentary on the market, trends that might affect performance, future outlook and other information as deemed appropriate.

All reports shall be due to the City within 30 days of the end of the reporting period.

2. Attendance at Quarterly Meetings and Hearings - As part of the scope of work and included in the contract price is attendance by the Consultant at the Investment Advisory Committee Quarterly meetings with staff as necessary in performing scope of work tasks.

3. Services to Other Clients - It is understood that the Consultant performs investment management services for other clients. It is understood that the Consultant shall not have any obligations to purchase or sell for the City account any security which the Consultants, its principals, affiliates or employees may purchase or sell for its or their own account or for the account of any client, if in the Consultant’s good faith opinion such transaction or investment unsuitable, impractical or undesirable for the City account.

4. Allocation of Brokerage - Where the Consultant places orders for the execution of portfolio transactions for the City account, the Consultant may allocate such transactions to such brokers and dealers for execution on such markets, at such 6 Investment Management and Advisory Services prices and at such commission rates as in the good faith judgement of the Consultant will be in the best interest of the City.

The Consultant shall receive no soft dollar benefit for any transaction placed on behalf of the City.
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EXHIBIT "B"

SCHEDULE OF SERVICES
Consultant shall diligently perform the Services to the City’s satisfaction according to the timeframe(s) requested by the City within the term of the Agreement and shall meet all established schedules and deadlines.
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EXHIBIT “C”

INSURANCE REQUIREMENTS

3.2.12 Insurance.

3.2.12.1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section.

3.2.12.2 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Consultant, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so. (A) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 0001, or the exact equivalent, with limits of not less than $1,000,000 per occurrence and no less than $2,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross-liability); or (3) containing any other exclusion(s) contrary to the terms or purposes of this Agreement. (B) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 0001 covering "Any Auto" (Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activities with limits of not less than $1,000,000 combined limit for each occurrence. (C) Workers' Compensation: Workers' Compensation Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease.
(D) Professional Liability (Errors & Omissions): Professional Liability insurance or Errors & Omissions insurance appropriate to Consultant’s profession with limits of not less than $1,000,000 per claim. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claimsmade basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least three (3) years from termination or expiration of this Agreement. (E) Cyber Liability Insurance with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Contractor in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to 1740
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infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses.

3.2.12.3 Insurance Endorsements. Required insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
(A) Commercial General Liability:
(1) Additional Insured: The City, its officials, officers, employees, agents, and volunteers shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement.

Additional Insured Endorsements shall not (1) be
restricted to "ongoing operations"; (2) exclude "contractual liability"; (3) restrict coverage to "sole" liability of Consultant; or (4) contain any other exclusions contrary to the terms or purposes of this Agreement. For all policies of Commercial General Liability insurance, Consultant shall provide endorsements in the form of ISO CG 20 10 10 01 (or endorsements providing the exact same coverage) to effectuate this requirement.
(2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (B) Automobile Liability:
(1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.

3.2.12.4 Professional Liability (Errors & Omissions):
(A) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (B) Contractual Liability Exclusion Deleted: This insurance shall include contractual liability applicable to this Agreement. The policy must “pay on behalf of” the insured and include a provision establishing the insurer’s duty to defend.

3.2.12.5 Workers' Compensation:
(A) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.

3.2.12.6 Primary and Non-Contributing Insurance. All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other insurance, deductible, or self-insurance maintained by the City, its officials, officers, employees, agents, or 1741
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volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.

3.2.12.7 Waiver of Subrogation. All policies of Commercial General Liability and Automobile Liability insurance shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss.

Consultant hereby waives its own right of recovery against the City, its officials, officers, employees, agents, and volunteers, and shall require similar written express waivers and insurance clauses from each of its subconsultants.

3.2.12.8 Deductibles and Self-Insured Retentions. Any deductible or selfinsured retention greater than $5,000 must be approved in writing by the City and shall protect the City, its officials, officers, employees, agents, and volunteers in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.

3.2.12.9 Evidence of Insurance. The Consultant, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates on forms approved by the City, together with all endorsements affecting each policy. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required coverage, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.

3.2.12.10 Failure to Maintain Coverage. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced immediately so as to avoid a lapse in the required coverage, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement effective upon notice.

3.2.12.11 Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A- VII and authorized to transact business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.

3.2.12.12 Enforcement of Agreement Provisions (non estoppel). Consultant acknowledges and agrees that actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligation on the City nor does it waive any rights hereunder.

3.2.12.13 Requirements Not Limiting. Requirement of specific coverage or minimum limits contained in this Appendix are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. 1742
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3.2.12.14 Insurance for Subconsultants. Consultant shall include all subconsultants engaged in any work for Consultant relating to this Agreement as additional insureds under the Consultant's policies, or the Consultant shall be responsible for causing subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City, its officials, officers, employees, agents, and volunteers as additional insureds to the subconsultant's policies. All policies of Commercial General Liability insurance provided by Consultant’s subconsultants performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endorsement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. Consultant shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subconsultant’s compliance with all insurance requirements under this Agreement, to the extent applicable. The Consultant shall provide satisfactory evidence of compliance with this section upon request of the City. 1743
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EXHIBIT “D”

COMPENSATION
In full compensation for the Services rendered under this Agreement, the City shall pay Consultant an amount calculated based on the average market value of assets under management in the City’s Portfolio, including accrued interest, in accordance with the fee schedule set forth below.

Consultant shall charge management fees solely on assets directly under Consultant’s management, defined as assets over which Consultant has discretionary investment authority.

Assets acquired by the City prior to the effective date of this Agreement, as well as funds not managed by Consultant including, but not limited to, investment pools and money market funds shall be excluded from the fee calculation.

Assets Under Management Annual Asset Management Fee
First $50 million 0.09 of 1% (9 basis points)
Next $50 million 0.06 of 1% (6 basis points)
Over $100 million 0.04 of 1% (4 basis points)
All fees shall remain firm for the duration of the initial contract term, and the City shall not be subject to any fee increases during this period.

The fees expressed above do not include any custody fees that may be charged by City's bank or other third-party custodian.

Fees shall be prorated to the effective date of termination on the basis of actual days elapsed, and any unearned portion of prepaid fees shall be refunded. City is not required to pay any startup or closing fees; there are no penalty fees.

Fees shall be deducted monthly in arrears from City’s custody account. An invoice detailing a calculation of the amount due in the prior month, and amount deducted from the custody account shall be provided to the City prior to the tenth of each month.

There are no reimbursable expenses under this Agreement. 1744
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EXHIBIT “E”

ADDITIONAL TERMS AND CONDITIONS

1. City Representative.

In its capacity as investment manager, Consultant shall receive all instructions, directions and other communications on City's behalf respecting City's account from the Finance Manager or his/her designee (Representative). Consultant is hereby authorized to rely and act upon all such instructions, directions and communications from such Representative or any agent of such Representative.

2. Investment Policy.

In investing and reinvesting City’s assets, Consultant shall comply with City’s Investment Policy, which is incorporated herein by this reference.

3. Authority of Consultant.

Consultant is hereby granted full discretion to invest and reinvest all assets under its management in any type of security it deems appropriate, subject to the instructions given or guidelines set by the City Representative and City’s Investment Policy.

4. Electronic Delivery.

From time to time, Consultant may be required to deliver certain documents to the City such as account information, notices and required disclosures. City hereby consents to Consultants use of electronic means, such as email, to make such delivery. This delivery may include notification of the availability of such document(s) on a website, and City agrees that such notification will constitute “delivery”. City further agrees to provide Consultant with City’s email address(s) and to keep this information current at all times by promptly notifying Consultant of any change in email address(s).

City’s email address(s): [email protected], [email protected]

5. Proxy Voting.

Consultant will vote proxies on behalf of City unless otherwise instructed. Consultant has adopted and implemented written policies and procedures and will provide City with a description of the proxy voting procedures upon request. Consultant will provide information regarding how City’s proxies were voted upon request. To request proxy policies or other information, City may contact Contractor by mail at the address provided, by calling 800-317- 4747 or by emailing request to [email protected].

6. Custody of Securities and Funds.

Consultant shall not have custody or possession of the funds or securities that City has placed under its management. City shall appoint a custodian to take and have possession of its assets. City recognizes the importance of comparing statements received from the appointed custodian to statements received from Consultant. City recognizes that the fees expressed herein do not include fees City will incur for custodial services.

7. Valuation.

Consultant will value securities held in portfolios managed by Consultant no less than monthly.

Securities or investments in the portfolio will be valued in a manner determined in good faith by Consultant to reflect fair market value.
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8. Investment Advice.

City recognizes that the opinions, recommendations and actions of Consultant will be based on information deemed by it to be reliable, but not guaranteed to or by it. Provided that Consultant acts in good faith, City agrees that Consultant will not in any way be liable for any error in judgment or for any act or omission, except as may otherwise be provided for under the Federal Securities laws or other applicable laws.

9. Payment of Commissions.

Consultant may place buy and sell orders with or through such brokers or dealers as it may select. It is the policy and practice of Consultant to strive for the best price and execution and for commission and discounts which are competitive in relation to the value of the transaction and which comply with Section 28(e) of the Securities and Exchange Act. Nevertheless, it is understood that Consultant may pay a commission on transactions in excess of the amount another broker or dealer may charge, and that Consultant makes no warranty or representation regarding commissions paid on transactions hereunder.

10. Other Clients.

It is further understood that Consultant may be acting in a similar capacity for other institutional and individual clients, and that investments and reinvestments for City's portfolio may differ from those made or recommended with respect to other accounts and clients even though the investment objectives may be the same or similar. Accordingly, it is agreed that Consultant will have no obligation to purchase or sell for City's account any securities which it may purchase or sell for other clients.

11. Receipt of Brochure and Privacy Policy. City hereby acknowledges receipt of the disclosure statement or "brochure" and “brochure supplement” also known as Part 2A and Part 2B of Form ADV, required to be delivered pursuant to Rule 204-3 of the Investment Advisers Act of 1940 (Brochure). City further acknowledges receipt of Consultant’s Privacy Policy, a required by Regulation S-P.
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WORKER’S COMPENSATION INSURANCE CERTIFICATION
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WORKERS' COMPENSATION DECLARATION
I hereby affirm under penalty of perjury one of the following declarations:
(ONE OF THE BOXES BELOW MUST BE CHECKED)
I have and will maintain a certificate of consent from the California Labor Commission to self-insure for workers' compensation, as provided for by Section 3700 of the Labor Code, for the performance of the work to be performed under this contract.

I have and will maintain workers' compensation insurance, as required by Section 3700 of the Labor Code, for the performance of the work to be performed under this contract. My workers' compensation insurance carrier and policy number are:

Carrier____________________________________________________ Policy Number______________________________________________ I certify that, in the performance of the work under this Agreement, I shall not employ any person in any manner so as to become subject to the workers' compensation laws of California, and I hereby agree to indemnify, defend, and hold harmless the City of San Clemente and all of its officials, employees, and agents from and against any and all claims, liabilities, and losses relating to personal injury or death, economic losses, and property damage arising out of my failure to provide such worker’s compensation insurance. I further agree that, if I should become subject to the workers' compensation provisions of Section 3700 of the Labor Code, I shall forthwith comply with those provisions.

WARNING: FAILURE TO SECURE WORKERS’ COMPENSATION COVERAGE IS

UNLAWFUL, AND SHALL SUBJECT AN EMPLOYER TO CRIMINAL PENALTIES AND CIVIL FINES UP TO ONE HUNDRED THOUSAND DOLLARS ($100,000), IN ADDITION

TO THE COST OF COMPENSATION, DAMAGES AS PROVIDED FOR IN SECTION 3706 OF THE LABOR CODE, INTEREST, AND ATTORNEY’S FEES.

Dated: _______________________________
________________________________
(“CONSULTANT”)
By: ________________________________
________________________________
Title
________________________________
Address
________________________________
1747
910 Calle Negocio
2nd Floor
San Clemente, California
www.san-clemente.org

AGENDA REPORT

CITY OF SAN CLEMENTE

CITY COUNCIL MEETING
CITY OF SAN CLEMENTE 1
Meeting Date: May 19, 2026 Agenda Item: 11M.

Submitted By: City Manager
Prepared By: Andy Hall, City Manager
Subject:
..titl e
CONSIDERATION OF RESOLUTION 26-95 REQUESTING FINANCIAL ASSISTANCE FROM

THE COUNTY OF ORANGE FOR MITIGATION OF IMPACTS ASSOCIATED WITH THE

OPERATION OF THE PRIMA
..body DESHECHA LANDFILL
Summary:

Portions of the Prima Deshecha Landfill are located within and immediately adjacent to the cities of San Juan Capistrano and San Clemente. However, the City of San Juan Capistrano receives financial assistance to mitigate impacts of the landfill operations and the City of San Clemente does not receive any financial assistance.

As a matter of fairness and equity, the City of San Clemente is seeking financial assistance to address impacts, especially with the current proposal to expand the landfill in a manner that brings operations and long-term storage closer the residential areas of San Clemente and increases the distance from the City of San Juan Capistrano.

It is important to note that the request is not intended to indicate support or acceptance of the proposed increase in daily tonnage. The City has previously submitted written comments indicating a variety of concerns with the proposed expansion of landfill operations.

Background:

The City engaged in the study of impacts associated with the proposed expansion of operations at the Prima Deshecha Landfill. As these issues were examined, it was discovered that the County of Orange provides funding to the City of San Juan Capistrano for mitigation of landfill operations. As a matter of fair and equitable treatment, the City of San Clemente is seeking mitigation funding as the landfill operations will be directed away from the City of San Juan Capistrano and toward the City of San Clemente.

Discussion:

Financial contributions to address the impacts of landfill operations can help alleviate the extraordinary costs to adjacent cities, like San Clemente, of being adjacent to a landfill that is used by cities throughout Southern California. Mitigation funding can be used to provide residential protection such as air purifiers, air quality monitors, and enhanced air filters, to prepare for increased fire danger associated with heavy equipment and long-term storage of flammable materials such as lithium batteries, and to improve road maintenance on primary routes connecting to the landfill.
1748
Meeting Date: May 19, 2026 Agenda Item: 11M.

CITY OF SAN CLEMENTE 2
The City of San Clemente applauds the County of Orange for providing this assistance to the City of San Juan Capistrano and is seeking equal treatment.

Considerations Identified by Staff:

The operations of the Prima Deshecha Landfill have real and tangible impacts on the City and its residents. Because the landfill operates at a profit for the County of Orange, it seems fair to request assistance to offset the impacts created by the operation of the landfill.

Council Options:
 Adopt Resolution No. 26-95.
 Reject Resolution No. 26-95.
 Continue the item and provide direction to the City Manager.

Environmental Review/Analysis:

This is not a project as defined by the California Environmental Quality Act (CEQA).

Fiscal Impact:

If the Orange County Board of Supervisors is willing to provide equal financial assistance, the minimum annual payment would be equal to $800,000 per year.

Potential Action(s):
..recommendation
If the City Council concurs with the information in the staff report, the appropriate action would be to adopt Resolution No. 26-95 entitled A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF SAN CLEMENTE, CALIFORNIA, REQUESTING CONSIDERATION OF A PROPOSAL TO

PROVIDE FUNDING FOR MITIGATION OF IMPACTS ASSOCIATED WITH THE PRIMA DESHECHA LANDFILL.
..end
Attachment:

1. Resolution 26-95

2. Prima Deshecha Landfill Proposal
Notification:

Orange County Supervisor Katrina Foley, District 5
1749
Attachment 1
RESOLUTION NO. 26-95

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SAN CLEMENTE, CALIFORNIA, REQUESTING

CONSIDERATION OF A PROPOSAL TO PROVIDE

FUNDING FOR MITIGATION OF IMPACTS ASSOCIATED

WITH THE PRIMA DESHECHA LANDFILL
WHEREAS, the Prima Deshecha Landfill is located partially within and partially immediately adjacent to the City of San Clemente; and
WHEREAS, the similarly situated City of San Juan Capistrano receives funding to host operations of the landfill for mitigation purposes; and WHEREAS, the proposed expansion of landfill storage and operations are located much closer to the City of San Clemente than current storage and operations.

NOW, THEREFORE, The City Council of the City of San Clemente does hereby resolve as follows:

SECTION 1. The above recitals are considered findings by the City Council and incorporated into the body of this resolution.

SECTION 2. The City Council has prepared a simple request for consideration by the Orange County Board of Supervisors (Attachment 1). If the Board of Supervisors is willing to consider the request, the City of San Clemente will prepare a formal agreement for further consideration. If the Board is Supervisors is not willing to consider the request, the City Council hereby directs the City Manager to seek specific explanation why the cities are treated differently.

SECTION 3. This request is not acceptance, support or a vote of confidence for the proposed expansion of daily tonnage at the Prima Deshecha Landfill. This request is independent from any current or future decisions about the proposed expansion. The City of San Clemente has submitted written concerns associated with the expansion of daily tonnage.

SECTION 4. The City Clerk shall certify to the passage and adoption of this resolution and enter it into the book of original resolutions.

PASSED AND ADOPTED this 19th day of May, 2026.

ATTEST:
___________________________ __________________________
City Clerk of the City of Rick Loeffler, Mayor of the City of San Clemente, California San Clemente, California
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Resolution No.26-95 Page 2

STATE OF CALIFORNIA )
COUNTY OF ORANGE ) §

CITY OF SAN CLEMENTE )
I, LAURA CAMPAGNOLO, City Clerk of the City of San Clemente, California, do hereby certify that Resolution No. 26-95 was adopted at a regular meeting of the City Council of the City of San Clemente held on the _______ day of _______________________, _________, by the following vote:

AYES:

NOES:

ABSENT:

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of San Clemente, California, this _____ day of _________________, ________. __________________________
CITY CLERK of the City of
San Clemente, California
Approved as to form:
___________________________
Elizabeth A. Mitchell, City Attorney
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Attachment 2
1 A Proposal for Consideration by the Orange County Board of Supervisors to Provide Mitigation Funding Consistent with Funding Provided to the City of San Juan Capistrano for Operation of the Prima Deshecha Landfill Section 1: Disclaimer
The contents of this proposal do not represent support or acceptance of the proposed increase in daily tonnage at the Prima Deshecha Landfill. The proposal is a request for fair and equitable treatment between cities that contain portions of the landfill independent from any future expansion of operations. The City of San Clemente has provided written comments regarding environmental concerns and community impacts that are not intended to be dismissed by this request.

Section 2: Summary
In October of 2018, the Orange County Board of Supervisors agreed to provide the City of San Juan Capistrano a minimum annual payment of $800,000 for a period of ten years to continue hosting operations of the Prima Deshecha Landfill. The funding is intended to allow the City of San Juan Capistrano to mitigate the concerns associated with the operation of the landfill and is an extension of previous agreements that prior to 2018 provided a minimum of $700,000 to the City. According to the most recent adopted budget, the City of San Juan Capistrano is anticipating a payment of more than $1 million in fiscal year 2026.

Portions of the landfill are located in both San Juan Capistrano and the City of San Clemente, with some landfill property immediately adjacent to San Clemente housing areas including Forster Ranch and Talega. However, the City of San Clemente receives no contribution for mitigation or hosting purposes. Meanwhile, all proposed expansion and operational adjustments will move the potential impacts away from the City of San Juan Capistrano and toward the City of San Clemente.

The City of San Clemente is seeking, on a going forward basis (although a true-up would be considered a fair request), an equal amount of mitigation funding for the continued operation of the Prima Deshecha Landfill. The funding would be set aside specifically for mitigation measures associated with the operation of the landfill.

Section 3: Background
For the purposes of this request, it is not necessary to provide a complete history of the approvals associated with the Prima Deshecha Landfill. Rather, the focus of this proposal is to provide context to the more recent effort to increase the allowable daily tonnage from 4,000 tons per day 1752
Attachment 2
2 to 8,000 tons per day.

According to landfill
officials, as proposed, a
majority of expanded
landfill operations will
occur in Zone 4 (see map
to the right). Residential
projects located in San
Clemente are near the
bottom of the picture and
highlighted in yellow.

Another portion of the landfill is highlighted in light blue and is located in the City of San Clemente, but not within an existing residential project. Of note, the homes in Forster Ranch are located immediately adjacent to the landfill as close to landfill property as any residential project in San Juan Capistrano. As operations are increasingly removed from areas adjacent to San Juan Capistrano and much closer to neighborhoods in San Clemente, it would seem fair and just that the City of San Clemente receive fair and equitable resources to mitigate impacts as the City of San Juan Capistrano.

Section 4: Request and Proposal
The City of San Clemente requests a fair and equitable contribution equal to the payment made to the City of San Juan Capistrano for continued operations of the landfill to mitigate impacts from the transport, operations, long-term storage, environmental degradation, and increased fire potential associated with the Prima Deshecha Landfill. Anticipated use of funds include:
 Mitigation equipment for local residents including air purifiers, air quality monitors, and enhanced air filters.
 Creation of firebreaks, placing of wildfire equipment, and other prevention and protection equipment to address increased fire hazards from landfill operations and longterm storage of flammable materials including lithium batteries.  Enhanced road maintenance on major roadways leading to the landfill including Avenida La Pata, Avenida Pico, and Avenida Vista Hermosa.

The City of San Clemente is not seeking funding in a higher amount than a similarly situated City and there is no intent to reduce funding from San Juan Capistrano. Rather the City is seeking fair and equitable treatment from the County of Orange.

If the Board of Supervisors is willing to consider this request, the City of San Clemente offers to create a formal agreement for consideration by the Board of Supervisors. If the Board is 1753
Attachment 2
3 Supervisors is not willing to consider this request, the City of San Clemente requests a specific response why a similarly situated City is denied the same funding for mitigating impacts associated with the operations of the Prima Deshecha Landfill. 1754

San Clemente City CouncilMay 19, 2026

San Clemente City Council
May 19, 2026