Yorba Linda City Council
September 19, 2023

pfmì asset inanagement
Managed Account Detail of Securities Held For the Month Ending July 31, 2023 cnf or YoRBA LINDA - 97480000
Security Type/DescriPtion
Dated Date/CouPon/ Maturity CUSIP
S&P Moody's
Par Rating Rating
Trade
Date
Settle
Date
Original
Cost
YTM
at Cost
Accrued
Interest
AmoÊized
Cost
Market
Value
Corporate Note
APPLE iNC CORP NOTES CALLABLE
Dm 0517012023 4'000o/o 0511012028LOCKHEÊD MARTN CORP NOTES (CALLABLE)
DID 0512512023 4.450o/o 051 1512028MERCK & CO iNC CORP NOTES CALLABLEDm 0517712023 4.050o/o 0511712028SecuriÇ Type Sub-Total 0378338T3
539830821
58933Y8H7
235,000.00 AA+ Aaa 05108123 05ll0l23 234,546.45 4.04

35.000.00 A- A3 0s123123 0512s123 34,937.00 4.49
95,000.00 A+ A1 0s108123 0slt7l23 94,923.05 4.07
13,535,00O.00
2,115.00
285.s4
790.88
234,567.05
34,939.36
94,926.7s
230,538.06

34.685.00
93,498.43
13,586,284,35 2.4O 91,151.87 13,515,431.13 12,937,9OO.97 Certificate of Deposit

TORONTO DOMINION BANK NY CERT
DEPOS
DrD rcßU 2022 5.6000/o t0 127 | 2025

COOPERAT RABOBANK UA/NY CERT DEPOS
D-tD 07 | 20 12023 5.080o/o 07 | 17 | 2026
Security Type Sub-Total
8911586K1
216841GS5
450,000.00 A A1 r\l27l22 t0l3tl22 450,000.00 5.58
705,000.00 A+ Aa2 07177123 07120123 705,000.00 s.08
1,1s5,000,00 1,155,000.00 5,28 20274,32 1,155,000.00 1,139,181.90

19.180.00
7,094.32
4s0,000.00
705,000.00
449,749.7L
689,432.t9
Asset-Backed SecuritY
TLOT 2021-A A3
DID 04 1 2U 2021 0.390o/o 04 1 221 2024
GMALT 2021-2 A3
Dm 0s|26|202t 0'340o/o 05|2012024
TAOT 2020-c A3
DTD 07 I 27 | 2020 0.440o/o l0 | 151 2024
HAROT 2020-3 A3Dm 0912912020 0.370o/o t011812024
BMWOT 2O2O-A A3Dm 0711512020 0.480o/o 1012512024
89238EACo
380144AC9
89237V48543813KAC6
2,354.71 AAA Aaa 04ll3l2l 04l7UZl 2,354.44 0.39
t,tt7.42 AM NR 05178121 05126121 r,Lt7.24 0.35
14,728.32 AAA Aaa 07121120 07127120 t4,727.79 0.44
49,824.70 AAA NR 09122120 09129120 49,8t7.38 0.37

0.280.12

2.88 6.66

2.354.64 2,349.06
r,t17.37 I,t04.73
t4,728.00 14,650.3449,822.50 49,2t6.07
2,897.77 2,887.55
PFM Açset Management [tC
09661R4D3 2.897.t7 AAA NR 07108120 07115120 2.896.95 0.48 0.23 Account 97480000 Page 19

pfmì asset mânagement
Managed Account Detail of Securities Held For the Month Ending July 31, 2023 Security Type/ Description
Dated Date/Coupon/ Maturity CUSIP
S&P Moody's
Par Rating Rating
Trade
Date
Settle
Date
Original
Cost
YTM
at Cost
Accrued
Interest
AmoÊized
Cost
Market
Value
Asset-Backed Security
HART 2O2O-B A3DtD QZ2212020 0.480o/o 12/1612024
vzor 2020-8 A
DlD 08 I t2 I 2020 0.47 0o/o 02 | 20 I 2025
CARMX 2020-3 A3
DTD 0il2212020 0.6200/0 031t4202s
GMALT 2021-3 A4DTD 08/18/2021 0.500o/o 0il2V2025CARMX 2020-4 A3DTD 1012U2020 0.500o/o 0811512025KCOT 2021-1A A3 ùm 0qL4l202L 0.6200/o 081t512025HART 2021-A A3Dm 0412812027 0.380o/o 091t512025KCOT 2021-2A A3ùTD 0il281202l 0.5600/o lLlLï2025 CARMX 2021-1 A3
DTD 0 L I zil 202L 0.340o/o 12 I LS I 2025
CARMX 2021-2 A3Dm 0412L1202L 0.520o/o 0211il2026
CARMX 2021-3 A3
DTD 07 I 28 | 2027 0.550o/o 06 | t5l 2026HAROT 2022-2 A3Dm 042412022 3.730o/o 0U2012026 DCENT 2021-41 A1DID 09 | 2il 2O2I 0.580o/o 09 | 15 | 2026 coMET 2021-43 A3
Dm IU30l202t r.MÙo/o LIlL5l2026
44933F4C0922908AA9
14315FADg
36262XAD6
14316HAC6
50117IAC5
449331AC7
50117XAE2
14316N4C3
143140AC8
143r7DAC4
43815PAC3
254683CP8
8,n8.27 AA NR 0lr4l20 07122120 8,776.63 0.48
26,638.79 NR Aaa 08104120 08112120 26,633.20 0.47
25,351.99 AAA NR 071t4120 07122120 25,347.65 0.62ss,000.00 AAA NR 08t10121 08lL8l2L 54,998.01 0.50 63,658.61 AAA NR 70114120 7012L120 63,644.59 0.50
86,097.02 NR Aaa 0410612L MlI4l21 86,079.40 0.62
56,415.57 AAA NR 0412012L 0412812L 56,409.63 0.38
93,076.16 NR Aaa 0712012L 0712812L 93,072.65 0.56
33,968.62 AAA NR 01120127 0Ll27l2t 33,961.91 0.34
98,368.15 AAA NR 04lL3l2L 04l2Ll2t 98,346.95 0.52
241,990.09 AAA Aaa 07l2ll2L 07128121 24t,950.29 0.ss
75,000.00 AAA NR 081L5122 08t24t22 74,995.53 3.73
270,000.00 AAA Aaa 09120127 0912712I 269,942.79 0.58
r.87

3.83 6.99

8.40 14.15

23.72 9.53

23.L7

5.13 22.73

59.1s
101.02

69.60 8,777.76 8,753.31
26,636.87 26,497.73
25,350.47 2s,169.0254.999.00 53,577.7463,6s2.67 62,352.80 86,088.73 83,428.30
56,4r2.69 55,058.54
93,074.29 89,364.84
33,965.36 33,033.98
98,356.9s 95.057.L2
24t,966.67 232,353.78
74,996.60 73,t31.27
269,963.64 255,293.69
3æ,967.53 335,743.34
PFM Asset Management LLC
14041NFY2 355,000.00 AAA NR LuISlzL 71130127 354,951.08 1.04 164.09 Account 97480000 Page 2O

pfml asset inanagement
Managed Account Detail of Securities Held For the Month Ending July 31, 2023 Security Type/ Descri Ption
Dated Date/Coupon/ Matur¡ty CUSIP
S&P Moody's
Par Rating Rating
Trade
Date
Settle
Date
Original
Cost
YTM
at Cost
AccruedInterest
AmoÉized
Cost
Market
Value
Asset-Backed SecuritY
CARMX 2022-3 A3
DID 07 I 20 I 2022 3'97 0o/o 04 I L5 I 2027
coPAR 2022-2 A3
DTD 08/ 10/2022 3,6600/o 05 | 1T2027DCENT 2022-A2 A
D'lD 05 I 26 I 2022 3'320Vo 05 | 17 I 2027
AMXCA 2022-2 A
DTD 05 I 24 I 2022 3'390o/o 05 | Lil 2027
Secur¡ty Type Sub-Total
Managed Account Sub-Total
Securities Sub-TotalAccrued InterestTotal Investments
Bolded items are forward setding trades'
330,000.00 AAA NR 07112122 07120122 329'992.27 3.97
1s0,000.00 AAA Aaa 08102122 081L0122 149,989'26 3.66
170,000.00 NR Aaa 0'll9l22 05126122 169,986.18 3.32
365,000.00 AAA NR 05117122 0s124122 364'9t9.26 3'39
2,575,265,59
49,862,070.20
149,862þ70.20
v9.93
2,574,909,82 L.92 2,150.59 2,575,042.21 2A83,69r.59
4g,7L3,8L8.54 J2.26 239,2g5.67 ¿g,6g6,2*l.g6J 47,180,415.03 $49,713,818.54 2.260/o i239,235.67 ç49'636'247'96 $47,180,415.03 i239,235.67
147,4L9,650,70
14318M4D1
14043GA06
254683CS202582Jtr8
s82.27

24.00 250.84
329,993.91
L49,99r.46L69,989.47
364,938.s2
322,448.8t
t45,218.47t64,142.72
3s2,858.38
FFM Asset fUlanagement lJ"C Account 97480000 Page 21

pfm ì asset inanagement
Managed Account Fair Market Value & Analytics For the Month Ending July 31, 2023 Secu rity Type/ Description
Dated Date/Coupon/ Maturity CUSIP Par Broker
Next Call
Dâte
Market
Price
Market
Value
Unreal G/L
On Cost
Unreal G/L
Amort Cost
Effect¡veDuration
YTM
at Mkt
U.S, Treasury Bond / Note
US TREASURY NOTESDf D 08 | 3 U 20 17 L.87 5o/o 08 | 3I I 2024US TREASURY NOTESDTD 09/30/2019 1.500o/o 0913012024 US TREASURY NOTESDTD 09/30/2019 L.500o/o 0913012024US TREASURY NOTES DfD LUll2014 2.250o/o LUL5|2024

US TREASURY NOTES
DTD 0U3U2020 L.37 5o/o 0Ll3U 2025US TREASURY NOTESÐfD 0U2912020 r.125o/o 02J2812025USTREASURY NOTESDm 0il3I12020 0.250o/o 0713t12025US TREASURY N/B NOTESDID ILI 15 | 2022 4.500o/o Lt I LS | 2025US TREASURY NOTESDTD 1U30i2020 0.375o/o 1113012025US TREASURY NOTESDTD 7213U2020 0.375o/o 1213112025

US TREASURY NOTES
Dm L213I12020 0.375o/o L213t12025US TREASURY N/B NOTESDTD 0V1s/2023 3.875o/o 0llt5l2o26US TREASURY NOTESDTD 0tl3:'l202l 0,375o/o oU342026US TREASURY NOTESD-rD 02 | L6 | 20 16 L625o/o 02 | t5 | 2026US TREASURY N/B NOTESDm ß ß U 2021 0.7 50o/o 03 ßA 2026US TREASURY N/B NOTESDm 041301202t 0.750o/o 0413012026 US TREASURY NOTESDTD 05/16/2016 L.625o/o 051 t5J2026
9L28282U3912828YH7
912828YH7912828G389t28282529t28282C791282CA8791282CFW6
9t282CM49[282CBC4
91282C8C491282CGE591282C8H3912828P469L282Cgn91282C8W0
912828R36
955.000.00235,000.00
400,000.00
800,000.00550,000.00
1,000,000.00
55,000.00
500,000.00500,000.00
245,000.00650,000.00200,000.00650,000.00650,000.00375,000.00370,000.00500,000.00 MERRITISOCGEN
MERRII.ICITIGRPMERRITI

BNP-PAR

WELIS-F

HSBCHSBC

JPM-CHA

JPM-CHA

CITIGRP
MERRII.IBARCLAY

JPM-CFIA

CABRERA

JPM-CHA
(s3.90s.32)(r7,89t.22',tí7,640.65)(5s,375.00)Q9,949.22) 04,804.74\
ß,525.58)(8,125.00)
(41.484.38)(19,188.47)(s7,2s5.86)
(3,882.81)
(55,199.19)(76.6s4.33)(3s,361.33)(35,019.92)(s9,414.06) (39,163.21)(12.871.31)ft7.293.3s)(36,809.18)(29,919.20) (65,008.78)
ß,22r.0L\
ß,987.17)
(.+4,250.53)eLß9.6s)(59,835.53)
(3,87r.12)
(60,059.34)(62,231.80)ßs,426.88)ß5,545.80)(50,165.15)

96.33 9s.7095.7096.22

94.56 93.95

91.2399.4t

90.4790.3190.3198.09

89.98 92.77

90.53 90.22

92.38 919,933.55224,902.33382,8L2.48769,750.00
s20,093.75
939,531.20
50,178.91
497,03r.2s452,343.75
221,265.63587,031.25
196,187.50
584,898.47
602,976.53
339,492.19
333,809.38
461,875.00
L.07

1.161.16
L.27L.49L.57

2.002.182.322.412.4t2.362.492.48

2.642.722.73

5.41 5.355.355.325.19

5.15 4.904.774.744.664.664.714.674.684.564.584.57
PFM Åsset Management [J-C Account 97480000 Page 22

pfmÌ asset inanagement
Managed Account Fair Market Value & Analytics For the Month Ending July 31' 2023 Secur¡ty Type/Description
Dated Date/Coupon/ Maturity CUSIP Par Broker
Next Call
Date
Market
Price
Market
Value
Unreal G/L
On Cost
Unreal G/L
Amort Cost
EffectiveDurât¡on
YTM
at Mkt
U.S. Treasury Bond / Note
US TREASURY N/B NOTESDm 05 I 3 U 2021 0.7 509/o 05 | 3I I 2026US TREASURY N/B NOTES DTD 06/30/2021 0'815o/o 0613012026US TREASURY N/B NOTESDm 0Z3U202L 0.6250/o 0713U2026US TREASURY N/B NOTES DID oil3Ll202L 0.6250/o 0il3l12026

US TREASURY NOTES
DTD 08/1sl2016 1'5ggo/o g$l 1512026US TREASURY N/B NOTESDTD 08/3 U202 1 o.750o/o 08 l3Ll 2026US TREASURY N/B NOTES DTD 09/30/2021 0.875o/o 0913012026US TRÊASURY N/B NOTEStm Ltl30l202r L'250o/o LL13012026 US TREASURY N/B NOTESDm flß01202L I'250o/o IU3012026US TREASURY NOTES DlD 02 | 15 | 20L7 2,250o/o 02 | t5 | 2027

US TREASURY N/B NOTES
D'lD 021 28 I 2022 L.87 5o/o 02 | 28 I 2027

USTREASURY N/B NOTES
DID 04 I 30 I 2020 0.500o/o 04 | 30 | 2027US TREASURY N/B NOTESDm 04 | 30 I 2022 2'7 50o/o 04 I 30 I 2027US TREASURY NOTES DID 0s/15/2017 2.375o/o 051 1512027US TREASURY N/B NOTES DrD 06 | 30 I 2022 3.250o/o 06 | 30 I 2027

US TREASURY N/B NOTES
DTD 07 I 3I | 2022 2'7 50o/o 07 | 3Ll 2027

US TREASURY N/B NOTES
DID 09 I 30 I 2022 4'I25o/o 09 | 30 | 2027
91282CCF691282CCJ8
9L282CCP49L282CCP4
9128282A7
91282CCW9
9r282CC2291282CDK4
91282CDK4912828V98
91282C8C1
9128282N3
91282CEN7912828X88
91282CA¡{791282CF8291282CFM8
500,000.00 SIEBERT255,000.00 MoRGAN_
130,000.00 HsBc
500,000.00 GoLDMAN500,000.00 BARCLAY
s00.000.00 csFB
1,000,000.00 MoRGAN_
150,000.00 MERRIIT500,000.00 CITIGRP
600,000.00 BARCI-AY
37s,000.00 NoMURA
125,000.00 BARCLAY
375,000.00 CITIGRP600,000.00 HsBc
350,000.00 GoLDMAN
500,000.00 MoRGAN_325,000,00 cInGRP

90.00 90.2289.2589.25

91.5389.36

89.5990.25

90.2593.06

91.78 86.81

94.48 93.13

96.r794.2899.34
450,000.00
230.057.81
116,025.00
,146,250.00
457,656.25446,796.90
895,937.50
135,375.00
4s1,250.00
558,375.00344,r79.69
108,s15.63
354.316.43
558.750.00
336,601.58
47t,406.25
322,567.r9
(48.94s.31)
Q6,267.00)(10,923.05)
ß7,871.09)
(1s,312.50)ß9.804.66)
(88,476.56)
(9.966.80)
(33.378.91)t2s.921.88)
(12.568.36)
(2,480.46)
(17,050.76)(26,789.06)
(18.853.s0)(2s.0s8.s9)
(5.865.23)
(49,,101.45)Q5.744.92\
Í2,043.27].
(43.32s.90)
Q2,353.9s)ø4,323.38)
(93.819.5s)(11,383.70)
ß8.060.s0)
(29,565.75)
(17,273.86)
(s,929.36)
(r7.gss.97\Q9,976.34\
ft7,748.48)
Qs,762.52',t
(s,325.73)

2.802,88

2.982.98

2.963.04

3.t2

3.263.26

3.38 3.453.71

3.56 3.62

3.693.813.82

4.55 4.494.50

4.50 4.514.484.43

4.43 4.43

4.394.38

4.35 4.36

4.364.32

4.324.30
PFhl Asset Management LLC Account 97480000 Page 23

pfmì asset rnanagement
Managed Account Fair Market Value & Analytics For the Month Ending July 31, 2023 Security Type/ Description
Dated Date/Coupon/ Mah¡rity CUSIP Par Broker
Next Call
Date
Market
Price
Market
Value
Unreal G/L
On Cost
Unreal G/L
Amort Cost
Effective
Duration
YTM
at Mkt
U.S. Treasury Bond / Note
US TREASURY N/B NOTESDTD l0 | 3U 2022 4. L25o/o I0 | 3 U 2027 US TREASURY N/B NOTESDTD t0 I 3 t | 2022 4. L25o/o I0 | 3 I I 2027US TREASURY N/B NOTESDm IU 30 | 2022 3.87 Sa/o tI | 30 I 2027 US TREASURY N/B NOTESDm 0U3I12023 3.500o/o 0113112028

US TREASURY N/B NOTES
DTD 03/3V2023 3.6250/o 03 I 3U 2028US TREASURY N/B NOTES Dm 0413012023 3.500o/o 0413012028US TREASURY NOTESDTD 05/15/20 18 2.87 5o/o QS | 15 | 2028US TREASURY N/B NOTESDTD 0s13L12023 3.6250/0 0s13U2028 Secur¡ty Type Sub-Total
91282CRJ091282CFU09L282CFZ9
91282CGH8
9t282CGf29T282CHA2
9128284N791282CHÊt
s00.000.00500,000.00
420,000.00450,000.00
750,000.00
670,000.00725,000.00750,000.00

JPM-CHA
MERRII.L
JPM.CHA

JPM-CHA
]PM-CHA

CABRERA
MERRII.I

JPM-CHA

99.3899.3898.47

97.00 97.53

97.00 94.2397.61
496,875.00496,875.00413,568.75436,s00.0073L,484.38649,900.00683,199.26732,070.35

0.667.97\
rc347.66)
Q,957.03)
(10,669.92)(22,8s1.s6)(16,802.35)
(15.349.57)(15,410.12)
(8,801.18)(5,968.42\0,758.23\
(10,949.20)Q2,634-04\(16,965.06)
(16,3s3.49)(15,492.9s)

3.903.90

4.004.204.284.374.414.44

4.294.294.264.24

4.2L4.204.224.18
20,685,000.00 19AO8,946.L4 (1,195,266,98) (L,t79,716,2L) 2.95 4.60 Supra-National Agency Bond ,/ Note
INTER-AMERICAN DEVEL NOTES 4581X0D28 480.000.00 JPM_CHA 480,000.00

94.6L 454,108.32 (25,536.48) (25,7ss.89)
454,108,32 (25,536.¡18) (25,755.89)
t.L4 5.41/.t4 5.41
Dm 09 n3 | 2021 0.500o/o 09 | 23 | 2024
Secur¡ty Type Sub-Total
Municipal Bond / Note
SAN DEIGO CNTY WTR AUTH, CA TXBL REVBONDTD 0712212020 0.593o/o 0510U2024

CT STTXBL GO BONDS
DTD 06lLtl2020 t.998o/o 0T0U2024

WI DEPT OF TRANS TXBL REV BONDS
DID 0713012020 0.6240/o 0il0U2024
7974t2DL42077aKJW0977t23X60
225,000.00 MERRil.r
150,000.00 SIEBERT
290,000.00 wELLs_F
2L6,969.7s
145,587.00
277,3L8.30
(8.030.25)(4,413.00)
(12.681.70)
(8.030.25)(4,413.00)
(12,681.70)

96.43 0.75 5.50

97.06 95.63

0.910.92

5.325.57
PFM Asset Management tLC Account 97480000 Page 24

pfml asset inanagement
Managed Account Fair Market Value & Analytics For the Month Ending July 31, 2023 CITY OF YORBA LINDA - 9748OOOO
Secur¡ty Type/Description
Dated Date/Coupon/ Maturity CUSIP Par Broker
Next Call
Date
Market
Price
Market
Value
Unreal G/L
On Cost
Unreal G/LAmort Cost
Effective
Duration
YTM
at Mkt
Municipal Bond / Note

AZ TRAN BOARD TXBL REV BONDS
DID 0211212020 1.958o/o 0710U2024

SAN JUAN USD, CATXBL GO BONDS
Dm 1012912020 0.702o/o 0810U2024MD STTXBL GO BONDSDTD 08/05/2020 0.5t0o/o 0810U2024MS STTXBL GO BONDSDTD 08/06/2020 0.5650/o 7t | 0Il 2024SAN DEIGO CNTY WTR AUTH, CA TXBL REVBON D-rD 07 12212020 0.743o/o 0510112025

UNIV OF CAL TXBL REV BONDS
Dm 071t612020 0.933o/o 0s11512025
FL ST BOARD OF ADMIN ÎXBL REV BONDS
DTD 0911612020 t'258o/o 0710U2Q25

WI DEPT OF TRANS TXBL REV BONDS
Dm 0713012020 0.774o/o 0710L12025FL ST BOARD OF ADMIN I-XBL REV BONDSDTD 09 I t6 I 2020 1.258o/o 07 I 0 I I 2025SAN JUAN USD, CA TXBL GO BONDS Dm 1012912020 0.852o/o 0810112025LOS ANGELES CCD, CA TXBL GO BONDSDTD 1 1/10/2020 0.773o/o 0810U2025LOS ANGELES USD, CA TXBL GO BONDSDTD 11/10/2021 7.455o/o 07 10U2026CA ST UNIV TRUSTEES. MUNICIPAL BONDSDTD 08/09/2023 4.7 55o/o
Luou2026
Secur¡ty Type Sub-Total
040654XU4798306WN2
574193T01605581M27797412DM291412HFM0
34727r4D6977t23X7834t27LAD6798306WP7
54438CYK2
544647FCg
L3077DTC6
130,000.00130,000.00
250,000.00275,000.00
13s.000.00
260,000.00
150,000.00
110,000.00

JPM-CHA

MERRILL

WELLS-F

MERRILLKEYBANCMERRILL

BARCLAYBARCTAY
385.000.00
110,000.00
19s,000.00165.000.00
260,000.00

JPM-CHAS

KEYBANC

JPM-CHA

WELLS-F

MERRILL

96.859s.0795.20

93.8892.6393.04

92.7892.t792.78

92.31 92.1890.96

99.43 372,887.90
104,575.90185,645.85154.906.95
240.84s.80
120,950.70
120,614.00
230,415.00255,145.00
124.615.80
239,660.20
136,440.00
109,368.60
(12.112.10)
(5,424.70\(9,299.55)
(10.093.0s)(19.154.20)
(9,049.30)
(10,305.10)(19,s85.00)
(19,8s5.00)(10,384.20)(20.339.80)(13.560.00)
(631.40)
(12,112.10)
(5,424.t0)(9,340.43)
(10.093.05)(19.154.20)
(9,049.30)(9,7s3.8s)
(19,s8s.00)
(19,8ss.00)(10,384.20)(20.339.80)(13,s60.00)
(631.40)

0.91 1.00

1.00r.25t.74

5.51 5.845.495.695.195.045.26

5.115.26

4.934.924.81

4.94 t.781.90

1.911.901.981.98

2.86 3,06
3,220,ooo.oo 3,035,946.75 (L84,917,75) (184407.38) t.52 5.30 Federal Agency Commercial Mortgage'Backed Security
PFM Asçet lüanagement ttC Account 97480000 Page 25

pfmì asset inanagement
Managed Account Fair Market Value & Analytics For the Month Ending July 31, 2023 Secur¡ty Type/ Description
Dated Date/Coupon/ Maturity CUSIP Par Broker
Next Call
Date
Market
Price
Market
Value
Unreal G/L
On Cost
Unreal G/L
Amort Cost
Effect¡veDuration
YTM
at Mkt
Federal Agency Commercial Mortgage-Backed Security
FHMS K/24 A2Dm 0L|0U20L7 3.0620/o LL|0U2023FHMS KO47 A2 ÐTD 0430120t5 3.329o/o 0510U2025
FHMS KO54 A2
DID 0412012016 2.745o/o 0110112026FHMS KO58 A2
DTD 1 V09l2016 2.653vo 08 I 0! 2026
FHMS KO61 A2DID 0U30120I7 3.347o/o LIl0Ll2026FHMS KO63 A2 Dm ß I 0 U 20 17 3.430o/o 0 I | 0 L | 2027
FHLMC MULTIFAMILY STRUCTURED PDID 0il0I120I7 3.243o/o 0410U2027 FHMS KJ46 A1
DTD 0Z0U2023 4.777o/o 0610112028
FHMS K5O5 A2Dm 0Z0L12023 4.8|9o/o 0610U2028FNA 2023.M6 A2 31378TU25
31378KR 13137BNGT53t37BSP723137BTUM13L37BVZ823L37FTG443137HAD453137HAC(23136BODE6 181,804.61
470,000.00
280,000.00
485,000.00
350,000.00
s0s.000.00s00,000.00
380,000.00
465,000.00470,000.00

JPM-CHA
MORGANBÆRDBREANCInGRP
CANÏ_FI

CITIGRP

JPM-CHA

JPM-CHA

JPM-CHA

99.30 96.4794.6493.5795.2895.31y.46

98.9s
100.06

97.57 180,538.45
4s3,398.31
265,001.62
453,798.80
333,49t.37
481,329.70
472,3t4.92
376,002.59
46s,269.95
458,560.20
(13,545.07)(19,612.63)
ß,404.63)
(10,778.1s)
(5,73s.19)o,072.64)(6.806.17)ß,987.91)(4,374.47\
ß,47L.83)
(2,393.56)
(18,394.78)
(4,677.26)
(12,656.33)
6,326.s7\(9.847.3s)(7,s43.2s)(3,987.94')Ø,343.12)(3,476.26)

0.21 1.63

2.242.8s

2.92 3.09

3.37 3.43

4.204.36

5.845.455.10

4.96 4.924.924.89

5.02 4.814.75
DTD 4.190o/o
Security Type Sub-Total 4,086,804.61 3,939,7O5,9L (80,788.69) (73,646.42) 3.03 s.01 Federal Agency Bond / Note
FEDERAL HOME LOAN BANK NOTESDm 0qL612020 0.500o/o 041t412025FANNIE MAE NOTES ÐTD 04 | 24 I 2020 0.6250/o 04 | 22J 2025FANNIE MAE NOTESDTD 06/19/2020 0.500o/o 06117 12025FREDDIE MAC NOTESDm 07 p3 I 2020 o.37 5o/o 07 | ZLI 2025FREDDIE MAC NOTESDIÐ 09 I 25 I 2020 0.37 5o/o 09 | 23 I 2025 313OAJHU63135G03U5
313sG04233137EAEU93137EAEß
840,000.00965.000.00

1.000.000.00
435,000.00495,000.00
CINGRP

CITIGRP
NOMURA
wErjs_F

CITIGRP
777,908.88
894,894.68919,511.00397,838.39,{49,865.90
ß7,924.72)
ß8,L17.42',t
(78,419.00)(34,995.31)(43.6.14.1s)
(60,670.34)rcg,4t8.7\\09,7t0.48\ß6,306.49)Ø4,493.68',)

92.6L92.7491.959t.4690.88

5.085.075.04

4.974.90

1.70 L.72L.87t.97

2.t4
PFM A¡set Management LLC Account 97480000 Page 26

pfrn ì asset inanagement
Managed Account Fair Market Value & Analytics For the Month Ending July 3t,2O23 CITY OF YORBA LINDA - 974BOOOO
Security Type/ Description
Dated Date/Coupon/ MaturitY CUSIP Par Broker
Next Call
Date
Market
Price
Market
Value
Unreal G/L
On Cost
Unreal G/L
Amort Cost
EffectiveDuration
YTM
at Mkt
Federal Agency Bond / Note

FEDERAL HOME LOAN BANK NOTES
(CALLABLE)
DÍD 021 70 I 2021 0.830o/o 02 I 10 I 2027
Security Type Sub-Total
313OAKYH3 390.000.00 TD
4,125,OO0.00
081r0123 87.4L 340,914.60 (8,373.30) (17.008.45)
3,780,933,45 (29L,473.9O) (307,608,15)

0.09 4.75
1,68 5.O1
Corporate Note

PNC BANK NA CORP NOTES (CALLABLE)
DrD 0U2312019 3.500o/o 0U2312024UNILEVER CAPITAL CORP CORPORATENOTES (CDTD 09/022018 3.250o/o 0310712024CHARLES SCHWAB CORP NOTES(CALLABLE) DTD 03 | L8 I 2021 0.7 5oo/o 03 | 78 | 2024BANK OF NY MELLON CORP NOTES(CALLABLE) D'ÍD 0412612021 0.500o/o 0412612024
AMAZON.COM INC CORPORATE NOTES
DTD 051 t212027 0.450o/o 051 1212024UNITEDHEALTH GROUP INC (CALLABLE) CORP N
DTD 05/ 19/202 1 0'550o/o 05 | 15 I 2024

ASTRAZENECA FINANCE LLC (CALLABLE)
CORPDm 0512812021 0.700o/o 0512812024
US BANCORP NOTES (CALIABLE)DlD 07 12912019 2.400o/o 07 13012024

AMERICAN HONDA FINANCE CORPORATE
NOTESDm 09 rc9 I 2021 0.7 SOok 08 / 09 | 2024BMW US CAPiTAL LLC CORPORATE NOTESDTD 081 1212021 0.750o/o 081 1212024 693475AV79047648GIBOB513BN406406RAS6
0231358W5
91324P88404636N4C791159HHX102665WDY4O5565EBUB
215,000.00
110,000.00
s0,000.0095,000,00
140,000.00105.000.00
165,000.00
3s0.000.00
105.000.00

65.000.00

MKTXUS-BANCCSFBJPM-CHAJPM-CHA

CITIGRP
MORGANUS_BANCO

BNP-PAR

GOLDMAN
r2123/23
0210712402118124
03126124
06t28t24

99.0098.48

96.8296.15

96.18 96.0796.7496.879s.1695.25
2r2,856.45
r08,327.78
48,408.6s

91.342.69
134,655.92
100,868.36158,625.89
339,051.30

99.975.t7
67,9t3.74
/14,2s0.20)
(10,806.62)
(1.566.3s)
ß.555.66)(5,139.68)
ø,022.44)(6,359.26)
os,372.70)
(s,01s.s3)
(3.290.s0)(2,9s0.23)
(1.586.10)(3.632.36)
(5,290.93)(4,102.84)
(6,370.03)
ftr.772.92',)
(5,060.49)

0.400.51

0.550.65

0.780.79

0.91 1.02

5.635.85

5.495.70
s.66

5.68 5.945.90

0.83 5.54

1.03 5.54
PFM Asset lvlanagement LLC
(3,080.41) (3,084.2s)
Account 97480000 Page 27

pfmì asset inanagement
Managed Account Fair Market Value & Analytics For the Month Ending July 31, 2023 Security Type/ Description
Dated Date/Coupon/ Maturity CUSIP Par Broker
Next Call
Date
Market
Price
Market
Value
Unreal G/L
On Cost
Unreal G/L
AmoÊ Cost
EffectiveDuration
YTM
at Mkt
Corporate Note
BMW US CAPTTAL LLC CORPORATE NOTESDID 08lt?202t 0.750o/o 0811212024HONEYWETI INTERNATONAI. (CALI.ABLE)NOTEDTD 08/08/20 19 2.300o/o 08 | LS | 2024 WALT DISNEY COMPANY/THE (CALI.ABI.f)
DTD 09/06/2019 r.750o/o 0813012024

GOLDMAN SACHS GROUP INC (CAILABLE)CORP
Dm 0qil0n02t 0.6570/o 09IL0I2024CATERPILLAR FINL SERVICE CORPORATENOTESDID 09 | t4 I 202L 0.6000/o 09 | 13 I 2024NESTLE HOI.DINGS INC CORP NOTES(CALLABLEDm 0qL4l202L 0.606Vo 0911412024BANK OF NY MEIION CORPDID r0 I 24 I 20 L9 2. LA0o/o t0 | 24 I 2024 CInGROUP rNC CORP NOTES (CAIIABIE)
DTD 10/30/2020 0.77 6qo L0 | 30 I 2024PACCAR FINANCTAL CORP CORPORATE NOTESDTD 1V08/2021 0.900o/o 1L10812024

TOYOTA MOTOR CREDIT CORP

CORPORATE NOTES
DTD 0 I I 13 I 2022 1".450o/o 0 U 13 I 2025NATONAL RURAL LITIL COOP CORPORATENOTESDm 0U Oil 2022 7.87 5o/o 02 I Oil 2025

TOYOTA MOTOR CREDIT CORP CORP
NOTES
Ð'rD 021 r3l 2020 1.800o/o 021 t3l 2025NOVARTS CAPTTAL CORP DTD 02/ß12020 L.750o/o 021L412025
05565E8U8
4385168W5
2s4687FK7
38141GYE8
14913R2P1
641062AU806406RA11
1729671"T15
69371RR5789236TJT363743HFC189236T616
120,000.00180,000.00
430,000.00240,000.00
240,000.00355,000.00
135,000.00
245.000.0035s,000.00
11s,000.00

70.000.00
240,000.002æ,000.00

MITSUBNP-PAR

JPM-CHAS

GOLDMAN
CTNGRP

JPM-CHA

MORGAN-SCXNGRP
MERRII.I

MERRITI
MTZUHO

GOLDMAN
MORGAN07tLst24 07130124 09110173 09114123 r0130123

95.2596.9196.1999.33

94.7594.84

96.12 98.60

94.4394,66

94.81 94.9295.13
Lt4,302.28L74,432.60
413,630.33
238,402.80227,4L0.08
336,699.04
129,767.00
24t,570.0033s,22t.I8
108,859.00
66,370.43
227,805.60
(s,790.12)
(1s,100.20)fi,4,6L5.27\
(r,597.20)
ft2,263.s2\(18,300.96)
(5,827.00)(3,430.00)
(19,757.52','
(5.986.90)(3,627.47\
(11.683.20)Q2,493.3t\
(5,729.50)
0,760.5L',t
115.988.91)
ft,s97.20)
(12,468.00)(18.300.96)
$,387.42)(3.430.00)
09,769.78)
(6,066.34)
(3,628.50)
(12,036.46)

1.03 0.94

0.990.11

1.11 5.50r.22

0.25 L.261.44 5.32
L.49 5.481.51 5.29

1.43 5.08

5.545.395.41
r,26

0.14 5.40

5.39 1.91

5.49 PFtr,{ A¡set Managernent ["LC
66989HAP3 }LlL4l25 218,806,59 (1s,010.27)
Account 9748OOOO Page 28

pfmì asset inanagement
Managed Account Fair Market Value & Analytics For the Month Ending JulY 31' 2023 Security Type/Description
Dated Date/CouPon/ MaturitY CUSIP Par Broker
Next Call
Date
Market
Price
Market
Value
Unreal G/L
On Cost
Unreal G/L
AmoÊ Cost
EffectiveDurat¡on
YTM
at Mkt
Corporate Note
JOHN DEERE CAPiTAL CORP CORPORA]E
NOTES
DID 03 I Oil 2022 2't25o/o 03 | 07 | 2025ROCHE HOLDINGS INC (CALLABLE)

CORPORATE
DID 03 | t0 I 2022 2.t32o/o 03 | t0 J 2025
AMAZON.COM INC CORPORATE NOTES
Dm 0q ß I 2022 3'000o/o 04 | L3 | 2025
HOME DEPOT INC (CALLABLE) CORPORATENOTEDf D 03 I 28 I 2022 2'7 00o/o 04 I L5 I 2025 BANK OF NY METION CORP (CALIåBLE)
CORP N
DrD 04 I 26 I 2022 3'359o¡o 94 | 25 | 2025
CMGROUP INC (CALI.ABLE) CORPORATE
NOTES
DTD 05 I 04 I 2021 0'98 lo/o 05 | 0 I I 2025
CITIGROUP INC (CAL|ABLE) coRPoRATE
NOTES
DID 051041202L 0'981o/o 05/0U2025
HONEYWELL INTL CORP NOTES(CAtrABr.-E)
DTD 05/ 18/2020 L.350o/o 06 | 0 U 2025HONEYWELL INTL CORP NOTES(cAr.r.ABtE)DTD 05/18/2020 L.350o/o 0610112025 EMERSON ELECTRIC CO CORPORATENOTES (CALDTD 05/2 V20 15 3.L50o/o 06 | OLl 2025 JPMoRGAN CHASE & CO (CALLABI"E) CORP
NOTE
DTD 06 I 0 U 2021 0'824o/o 06 | 0I I 2025
AMAZON INC CORP NOTES (CA[ABL-E)
DTD 06/03/2020 0.800o/o 06/03/2025
244228V'lBL
7711968T8
023135CE4
437076CM2
06406R8C0
172967MX6
L72967MX6
438516C80
438516C80
2910118G8
46647pCH7
30,000.00 Mmu
430,000.00 DEUTSCH
235,000.00 JPM_CHA
35,000.00 MoRGAN_
235,000,00 cInGRP
60,000.00 cxnGRP
60,000.00 csFB
95,000.00 BNP_PAR
120,000.00 CABRERA
145,OOO.OO MERRILL310,000.00 iPM_cHA
245,000.00 CITIGRP
02110125
03ltsl2s
0312512s
0510l/2405t01/24
0510il25
0s/01/25
03l0Il2s
06101124

95.22 95.2496.6s

96.01 96.32

96.18 96.18

93.8793.87

96.28 95.65

92.69 28,564.53
409,519.96
227,L38.3L
33,604.34
226,345.89
57,706.32
57,706.32
89,r74.98
rr2,642.08139,601.51
296,528.02
227,088.0s
(r,422.s7\
(20,480.04)
(7,488.04)
0,334.4t].
(1,428.60)
(20,480.04)
ø,649.98)
(1.361.41)
(8,621.21) (8,635.09)
Q,293.68) (2,293.68)
(2,411.88) Q323.37\
0,782.02't rc,522.47)
ø,049.s2) $,492.07',,
(20,645.24\ (10,861.99)
(13,471.98) ft3,471.98)
s.28

5.25 5.075.L7

1.61 5.60

0.75 3.U

0.7s 3.24

1.73 4.88r.73 4.88

1.55 5.30

0.83 3.28
t.75 5.00
r.57

1.50 1.66

1.59 PFM A¡set Management lJ-C
023135808 0510312s (17.828.6s) 07.88t.26)
Account 97480000 Page 29

pfmì asset managsment
Managed Account Fair Market Value & Analytics For the Month Ending July 31,,2O23 Secu rity Type/ Descri ption
Dated Date/Coupon/ Maturity CUSIP Par Broker l{ext Call Date Market Price Market Value Unreal G/L On Cost Unreal G/L Amort Cost Effective Duration YTM at Mkt Corporate Note
AMERIOqN Ð(PRESS CORP NOTES
(cru,qBLE)
ùtD 0810312022 3.950o/o 08/0U2025
COLGATE-PALMOLIVE CO CORPORATENOTESDID 08 | 09 | 2022 3. 100o/o 08 | t5 I 2025BURUNGTN NORTH SANTA FE CORP NOTES (CALDTD 08/20/2015 3.650o/o 09 10L12025

ABBOTT LABORATORIES CORPORATE
NOTES (CALDlD 03 I 2U 2077 3.87 5o/o 09 | L5 | 2025

MORGAN SIANLEY CORP NOTES
(CALLABr..E)
DrÐ ßlt9l2o2l r.1640/o L012u2025LOCKHEED MARTTN CORP NOTES (CALLABT.E)
ùm fll23l20Ls 3.550o/o 0111512026

GOLDMAN SACHS GROUP INC CORP NOTES
(c.qLL
DrD 02 | 12 | 2021 0.855o/o 021 12 | 2026

CXSCO SYSTEMS INC CORP NOTES
DrD 021 29 I 20 16 2.950o/o 021 28 I 2026
stATE STREET CORP NO]ES (CA[ABI-E)Dm w 29 | 2020 2.90 to/o 03 I 30 I 2026BANK OF AMERICA CORP NOTES (CALLABT.E)
DID 03 I 22 | 2022 3.384o/o 04 | 021 2026BANK OF AMERICA CORP NOTESDrD 04 I L9 I 20 t6 3.500o/o 04 I L9 I 2026

IBM CORP
DTD 05/15/2019 3.300o/o 051 1512026
02s816Cr3
1941624M5121891AY7
0028248M1
67747Y8G6
5398308H1
38141GXS8
17275R8C5
8S74nBM406051GKM0
06051GFX2
4s9200J25
125.000.00 csFB 07l0u2s
75,000.00 JPM_CHA
205.000.00 wELLs_F 06t0tlzs
105,000.00 MERRITI 06lt5/25120,000.00 MoRGAN_ r0t2u24
110,000.00 wELLs_F r0ltsl2s
150.000.00 MERRrrr 0uIu2s
.05 121,315.13
ßß4t25
04l0u2s

96.4997.2997.70
94-24

96.8892.65

96.1395.7996.27

95.7295.47

1.831.96
t.761.80

1.22 2.L4
L.5Z

2.47 r.62L.62

2.592.67

5.52 4.93

5.035.03

3.89 4.9L

3.93 4.564.604.895.215.06
72,368.40
t99.442.66
t02,584.27
113,091.84106,563.38 (ts,275.92)
138,970.65 (11,381.85)
(3.559.87) (3,601.35)Q.s62.60',t (2,584.95)
(27,892.09',) í5,744.05)í7,733.L3\ 18,s03.s3)
(6.908.16) (6,908.16)
2s0,000.00 cmGRP
230,000.00 JSEB250,000.00 MERRIT.T
160,000.00 MERRIT.I
225,000.00 RBc
240,333.00220,3IL.94240,678.50153,154.40
2I4,8t1.78
508.00
(11,074.96)
(9,321.50)
(1s,s80.00)
(33,385.72)
(9,612.98)
(11.165.17)
0s9.1s)
(t0,445.t2\
(9,321.s0)
(L2.486.s7\Q3,628.77\
PFM Ásset Management l.l*C Account 97480000 Page 30

pfm'ì asset inanagement
Managed Account Fair Market Value & Analytics For the Month Ending July 31, 2023 Security Type/ DescriPtion
Dated Date/Coupon/ Maturity CUsIP Par Broker
Ne¡<t Call
Date
Market
Price
Market
Value
Unreal G/L
On Cost
Unreal G/L
Amort Cost
EffectiveDuration
YTM
at Mkt
Corporate Note
ASTRAZENECA FINANCE u-C (CALI-ABL-E)
CORP
DTD 05 I 28 I 202I l'209o/o 05 | 28 I 2026

AMERICAN HONDA FINANCE CORPORATE
NOTES
ÐID 0Z0Z2023 5.250o/o 0710ï2026
WA|.J'4ART INC CORP NOTES (CALABLE)
ùm 0412312019 3.050o/o 0710812026BANK OF NEW YORK MÊLLON CORP NOTES(CALL DrD 012612022 4'4L4o/o 0712412026
TRUIST FIN CORP NOTES (CATI.ABLE)
Dm 0il2812022 4'2600/o 0il2812026

STATE STREET CORP NOTES
(cAu-A8tE)
DTD 08/03/2023 5.27 2o/o
08l03l2026

CATERPILLAR FINL SERVICE CORPORATE
NOTESDm 0V Ml 202L L.t50o/o 09 | t4 I 2026

JPMORGAN CHASE & CO CORP NOTES
Dm 01 2U 20 16 2.950o/o t0 | 0 L I 2026
AMERICAN ÐpRESS CO (CAITABLE)

CORPORATE
Dm W 04 I 202L L650oio LU 04 | 2026

AMERICAN HONDA RNANCE CORPORATE
NOTESDTD 0V10/2020 2.350o/o 0L10812027
JOHN DEERE CAPffAL CORP CORPORATE
NOTES
DTÐ 0 U 10 1 2022 1.7 009o 0 L l tt l 2027
TARGET CORP CORP NOTES (CALLAB[-E)
DID 0 L I 24 I 2022 1.950o/o 0 I I 15 | 2027
0,t636N441
02665WEK3931142EM1
06406RBJs
89788MAHs
857477CD3
14913R209
46625HRV4
025816CM9
02665WDJ7
24É.22FìN43
145,000.00 JSEB
130,000.00 MIzuHo110,000.00 susQ
75,000.00 MoRGAN_
1s0,000.00 TFc
270,000.00 MoRGAI{_
120,000.00 CABRERA
230,000.00 JPM_CHA245,000.00 Mmu
120,000.00 GoLDMAN120,000.00 BMo
04128126
05t08126
07124125
07128125
07t0t126
10104126

95.9798.1696.69
100.15

93.67 89.55
105,s66.12
73,622.4Q
L45,027.50
270,4L5,AO
2r5,434.79219,391.38
í4.230.44)
727.48
(8,ss3.38)
í.377.60)(4,972.s0)
415.80
Ít,tn.28\
e7,668.31)(25,201.92)
(3,066.96)
(8,646.36)
í4,144.57\
723.83
(7,150.65)í,377.60\
(4,972.s0\
415.80
(11,789.83)
Q2.866.70)(25,3,10.56)
ø,749.33)
(9,623.99)

3.06 4.92

90.32 130,971.11
t00.44 130.567.58

2.702.75

2.67 1.921.93
o.00

2.793.09

4.9L
s.09

4.53 5.095.48
s.22

5.14 5.L7

89.22 107,063.52

91.89 tr0,267.0490.00 108,004.44

3.31 4.94

3.35 4.893.27 4.59
PFtvl Asset Management LLC
876I2EBM7 65,000.00 cmGRP t2l15l26 91.63 59,561.91 6.327.59't (s.361.28) Account 97480000 Page 31

pfml asset inanagement
Managed Account Fair Market Value & Analytics For the Month Ending July 31, 2023 Security Type/ Description
Dated Date/Coupon/ Maturity CUSIP Par Broker
Next Call
Date
Market
Price
Market
Value
Unreal G/L
On Cost
Unreal G/L
Amo¡t Cost
EffectiveDuration
YTM
at Mkt
Corporate Note
TARGETCORP CORP NOTES (CATIABT.E)
Dm 0 I | 24 I 2022 1.950o/o 0 L I 15 | 2027

ADOBE INC (CAIABLE) CORP NOTE
DtD 021 03 I 2020 2. t50o/o 02 I 0 I | 2027

CHARLES SCHWAB CORP NOTES
(CALLABIE)Dm ß10312022 2.450o/o 0310312027
NIKE rNC CORPORATE NOTES (CAr.r¡Br.E)
Dm ß12712020 2.75oo/o 0312il2027HOME DEPOT INC CORP NOTES(CALLABr.-E) DTD 03/30/2020 2.500o/o 041 t512027HOME DEPOT INC (CALI.ABLE) CORPORATENOTEDf D 03 | 28 | 2022 2.87 5o/o 04 | tS I 2027NORTHERN TRUST CORP NOTE (CATIABI.T)DfD 05 | l0 | 2022 4.000o/o 05 | L0 | 2027UNMDHEALTH GROUP INC CORP NOTES (cALrÁ
Ðf D 05 I 20 I 2022 3.7 00o/o 05 I L5 I 2027
IBM CORP CORP NOTES (CAI.TABLE)
DrD 0510;/2020 L.700o/o 051L512027PNC FINANCIAL SERVICES CORP NOTES (CALLA
úm 0ilß12017 3.L50o/o 05J1912027

TRUIST FINANCAL CORP NOTES
(cArLAErE)DTD 08/03/2020 1.t25Vo 0810312027INTEL CORP NOTES (CALLABLE) DTD 08 I 0s I 2022 3.7 50o/o 08 | 0 5 I 2027
WAIJ-4ART INC CORP NOTES (CALLABI.E)
Df Ð 09 I 09 I 2022 3.950o/o 09 | 09 | 2027
AMAZON.COM rNC CORP NOTE (CALLABT."E)
Dm Dl0tl2022 4.550vo L210U2027
876t2ffiM7
00724P4C38085138Y0
654106A12
437076C48437076CN06658594W491324PEG3459200KH3
693475A12
89788M4C64581408Y5
93tt42t<7
023135CP9
120,000.00
2s0.000.00
120.000.00120,000.00120,000.00140,000.00
50,000.00
12s,000.00120,000.00130.000.00
275,000.00230,000.00
110,000.00

GOLDMAN
CTNGRP
DÆWA

GOLDMAN
RBCMITsUMERRILL
CTNGRP
GOLDMANMORGANDEUTSCH

JPM-CHA
BNP_PAR
r2lLsl26
tzl0u26
021031270L127127021L5127031L512704110127041151270311512704119127061031270710s12708109127 [U0U27

91.63 92.0589.7693.65

92.s6

93.97 96.5496.52

88.75 92.8995.87

98.13 99.95
109,960..14
110,461.80
224,40t.00
112.375.08
111,067.32
Lrz,758.24135,155.02
48,258.95
110,938.251tL,469.32
263,640.03225,70t.99
t09p47.86

84.76 110,184.49
fto,124.76)
(2,901.00)
806.00
(2,896.92)
(4,211.88)
2,447.04
(s,785.78)(1,714.0s)G,390.50)(s,s8s.88)
(3,603.21)
(10,083.97)
(4,861.s1)
ø7t.24)
(10.098.33)
G,4s4.0s)ß,720.09)(3,985.48)(s,270.27\
800.54
(5,551.89)ft,720.s4)(5,894.43)(6,19s.38)(6.811.89)
(10,332.86)
(4,760.46',t
(415.75)

3.27 3.19

3.343.313.383.433.44

3.47 3.513.513.74

3.623.703.89

4.594.63
s.64

4.664.7r4.66
s.02

4.774.99

5.235.4r
4,904.454.56
PFtvl Asset Management LLC Account 97480000 Page 32

pfrn ì asset inanagement
Managed Account Fair Market Value & Analytics For the Month Ending July 31, 2023 CITY OF YORBA LINDA. 9748OOOO
Security Type/ Description
Dated Date/Coupon/ Maturity CUSIP Par Broker
Next Call
Date
Market
Price
Market
Value
Unreal G/L
On Cost
Unreal G/L
Amo¡t Cost
EffectiveDuration
YTM
at Mkt
Corporate Note

BRISTOL-MYERS SQUIBB CO CORP NOTES(CALL
DTD 07 | 15 | 2020 3.900o/o 021 20 I 2028

COLGATE-PALMOLIVE CO CORP NOTES
(CALLABL
DrD ú10112023 4.600vo 031ot12028

MASTERCARD INC CORP NOTES(CALLABLE)
DÍD 03 | 09 | 2023 4.87 5o/o 03 | 09 / 2028

WALMART INC CORPORATE NOTES
(CALLABLE)
DID 041 t812023 3.900o/o 041 t'l2028

WALMART INC CORPORATE NOTES
(CALLABLE)
DrD 041 t812023 3.900o/o 041 1512028HERSHEY COMPANY CORP NOTESCALLABLE D-rD 0510412023 4.250o/o 0510412028HERSHEY COMPANY CORP NOTES

CALLABLE
D'lD 051 0412023 4.250o/o 0510412028

APPLE INC CORP NOTES CALLABLE
DTD os/10/2023 4.000% 0s/10/2028LOCKHEED MARTN CORP NOTES(CALLABLE) DtD 05 | 25 | 2023 4.450o/o 05 I 15 I 2028

MERCK & CO INC CORP NOTES CALLABLE
1 10 122DE5194162AR4576360AW4
93t742F8493II42FB4
4278668H0
4278668H0
037833ET3
s39830821
58933Y8H7
115.000.00 JSEB
110,000.00 GoLDMAN
230,000.00 GoLDMAN
120,000.00 MrzuHo
240,000.00 JPM_CHA
9O,OOO.OO MERRILL95,OOO.OO KEYBANC
23s.000.00 GoLDMAN

35.000.00 BARCLAY
95,000.00 cmGRP
t!201270210]/28
0210912803115128
031t5128
04104128
04104128
041r012804ltst28
04117128

96.70 100.35
100.92

97.7497.7498.87

98.87 98.1099.10

98.42 3.93a^44.04

4.29 4.29

4.25 4.25

4.284.33

4.30 4.7t

4.51 4.444.44

4.514.51

4.44 4.66

4.42 111.206.50
110.382.69
232,t07.26
7t7,288.24
234,576.48
88,986.06
93,929.73
230.538.06

34.685.00
93,498.43
ø22.85',)
(1,317.91)
228.16
(2,490.96)
ß,767.52',)
(88s.24)
(946.77\
(4,008.39)
(252.00)
(r,424.62)
(682.7t)
(1.18s.41)
372.95
(2,503.67\(3.849.91)
(891.s1)o52.79)
(4,028.99)
(254.36)
(r,427.82)

4.65 DTD
Security Type Sub-Total 13,535,000,00 L2,937,9OO,97 (648,383.38) (577,530,16) 2,O4 4.89 Certificate of Deposit
PFM Asset Management LLC Account 97480000 Page 33

pfmì asset inanagement
Managed Account Fair Market Value & Analytics For the Month Ending July 31, 2023 Security Type/ Description
Dated Date/Coupon/ Matur¡ty CUSIP Par Broker
Next Call
Date
Market
Price
Market
Value
Unreal G/L
On Cost
Unreal G/L
Amort Cost
EffectiveDuration
YTM
at MK
Certificate of Deposit

TORONTO DOMINION BANK NY
DEPOSDTD L013I12022 5.600Vo 1012il2025COOPERAT RABOBANK U¡y'NY CERT DEPOSDm 0il2012023 5.080o/o 0711712026 Security Type Sub-Total
8911586K1
21684LGSs
450,000.00 TD
70s,000.00 RABoBAN
1,155,0OO.O0

99.94 449,749.7L (2s0.29) (2s0.29)97.79 689,432.t9 (15,567.81) (1s.s67.81) L131181.90 (15,818.10) (15,818,10)

2.93 5.592.78 5.90

2.44 S.7A
Asset-Backed Security
TLOT 2021-A A3
Dm 0412U202L 0.390o/o 0412212024GMALT 2021.2 A3
DID 0s I 26 | 202L 0.340o/o 05 | 20 | 2024
TAOT 2020{ A3
Dm 012il2020 0.440o/o L01I512024HAROT 2020-3 A3DID 09 | 29 I 2020 0.37 0o/o L0 | t8 | 2024BMWOT 2O2O.A A3DtD Oil LS 12020 0.480o/o L0 125 | 2024HART 2O2O.B A3DID 07 | 221 2020 0.480o/o LZl 161 2024 VZOT 2O2O-B A
DID 08 | t2 I 2020 0.47 0o/o 021 20 I 2025
CARMX 2020-3 A3üm 04 221 2020 0.6200/o 03 | lil 2025GMALT 2021-3 A4DTD 08/18/202 1 0.500o/o 0il2U 2025CARMX 2020-4 A3 Dm I012L12020 0.500o/o 081t512025KCOT 2021-14 A3ùf D 04 I t4 I 2021 0.6200/o 08 | LS I 2025HART 2021-A A3DlD 04 | 28 | 2021 0.380o/o 09/15/2025 89238EACo3801444C9
8923TtAB5
43813KAC609661RAD3
44933FACo9229084A9
14315F4D9
36262XAD6
14316H4C6
50117ïAC5
449331AC7

2.3v.7t
L,tr1.42
t4,728.32

49.824.70

2.897.L78,778.27
26,638.792s,3s1.995s,000.0063,658.61
86,097.0256,415.57

JPM-CHA

SOCGENSMBCBARCLAY

JPM-CHA
CInGRP
RBCBARCI.AY

JPM-CHA
RBC

JPM-CHA

BARCLAY

99.7698.86

99.47 98.78
99,6799.7299.47

99.2897.4t97,95
96,90

97.59 2,y9.96
L,L04.73
14,6s0.34
49,2ï6.07
2,887.558,753.31
26,497.t32s,169.02
53,5n.74
62,352.80
83,428.30
s5,058.54
(5.38)
(12.51)
(76.8s)
(601.31)
(9.40)
(23.32)
Í3s.47)
(178.63)
(r,420.27)
Í,29t.79)
(2,651.10)
(1,351.09)
(s.s8)
(12.64)(n.66',|,
(606.43)
(9.s6)
Q4.4s',t
(139.14)(181.4s)
í,42L.26',o,299.87',t(2.660.43)(1,3s4.1s)

0.07 0.060.11

0.240.080.070.110.140.510.370.s80.44

0.72 1.76

0.88 1.38

0.75 0.690.81
r.071.83L.52

2.t7

1.53 PFM Asset Managernent I,J-C Account 97480000 Page 34

pfmì asset inanagement
Managed Account Fair Market Value & Analytics For the Month Ending July 31, 2023 Security Type/ Descri Ption
Dated Date/CouPon/ MaturitY CUSIP Par Broker
Next Call
Date
Market
Price
Market
Value
Unreal G/L
On Cost
Unreal G/L
Amort Cost
EffectiveDuration
YTM
at Mkt
Asset-Backed SecuritY
KCOT 2021-2A A3
DID 071281202t 0,5600/o tLlL7/2025
CARMX 2021-1 A3
DID 0U 27 I 2027 0.3409/o I2l L5 | 2025
CARI\4X 2021-2 A3
Dm o4|2II202t 0.520o/o 021til2026
CARMX 2021-3 A3
Dm 0l 28 I 2021 0'550o/o 06 | L5 I 2026HAROT 2022-2 A3
Df D 08 | 24 | 2022 3.730o/o Oil 20 I 2026DCENT 2021-A1 A1Dm 0912712021 0.580o/o 09/15/2026coMET 2021-43 A3 DrÐ fl 30 I 2o2t t.ù409o LL I 15 I 2026
CARMX 2022-3 A3
DID 07 I 20 | 2022 3'97 0o/o 04 I 15 I 2027
coPAR 2022-2 A3
DTD 08/10/2022 3.6600/o 051lil2027DCENT 2022-42 A
DID 05 I 26 I 2022 3.320o/o 05 | 1l 2027
AMXCA 2022.2 A
50117X4Ê2
14316NAC31431404C8
143170AC4
43815P4C3
254683CP8
14041NFrz
14318MAD11,1043G4D6254683CS2
02582ifi8
93,076.16
33,968.6298.368.15
241,990.09
75,000.00
270,000.00355,000.00
330,000.00
150,000.00
170,000.00
36s,000.00
MfiSU
MITSUMERRII..L
RBCMITsUCInGRP
BARCI.AY
RBC

JPM-CHA
RBCBARCX.AY

96.01 97.25

96.63 96.02

97.5r94.55

94.58 97.7196.81

96.55 96.67
89,364.84
33,033.98
95,057.12
232,353.78
73,L3L.27
255,293.69335,743.34372,448.81
L45,2t8.47L64,742.72
352,8s8.38
(3,707.81)
o27.93\
(3.289.83)
(9,596.51)
(1,864.26)
(14,648.50)
(19,207.74)
0,543.40\
ø,n0.79)(5,843.46)
(12.060.88)
(3.709.4s)
(931.38)
(3.299.83)
(9,612.89)(1,865.33)
(14,669.95)
í9,224.19\
(7,545.10)Q,772.99',t
(5,846.7s)
(12,080.14)

0.710.51

0.59 0.75

1.40 1.10
,'261.31
t.70L.70
L.70

2.v
L.52
t.87

1.98 4.63

2.39 2.77

4.64 4.58

4.3t

4.34 3.390o/o
Security Type Sub'Total
Managed Account Sub-Total
Securities Sub-TotalAccrued InterestTotal Investments
Bolded items are forward settling trades.
2,575,265,59
49,862,070.20
149ß62,07O,2O
2A83,69L,59 (9L218.23) (91,3s0.62) 1.13 3,13
47,LaOALS.O3 (2,533,4O3.5L) (¿455,832.93) 2.40 4.75
$47,180,415.03 ($2,533/403.51) ($2,455'832.93) 2.40 4,750/o PFM A¡set Management LLC
l47ALg,650.70
Account 97480000 Page 35

pfm ì asset inanagement
Managed Account Security Transactions & Interest For the Month Ending July 31, 2023 Transact¡on TypeTrade Settle
Principal Accrued Realized G/L Realized G/L Sale
BUY
07t0st23 07t07t23
071t3123 07120123
07117t23 07120123
071L8123 0713u2307119123 0712712307t20123 08109123
07t3u23 08103123
Transact¡on Type Sub-Total

HONDA FINANCE

CORPORATE NOTES
DID 0T071202-3 5.250o/o 07/0T2026FHMS K5O5 A2DID 0710U2023 4.819o/o 0610U2028 COOPERAT RABOBANK U¡y'NY CERT
DEPOSDm Oil 20 | 2023 5.080o/o Oil Lil 2026FNA 2023-M6 A2DID 07lÙU2An 4.L90o/o 07/0U2028Ft-tMs Kl46 A1DID 0710L12023 4.777o/o 06101/2028 CA ST UNIV TRUSTEÊS - MUNICIPAL BONDS
DTD 08/09/ 2023 4,7 55o/o
LLlOLl2026

STATE STREETCORP NOTES(CALLABLE)
DTD 08/03/ 2023 5.27 2o/o
o8l03l2026
3L37HAc/.z
21684LGS53136BODE63137H40,15
L3077DTC6
130,000.00
465,000.00705,000.00470,000.00380.000.00
110,000,00
(129,840.10)(469,644.42)(70s,000.00)ø62,032.03'tß79.990.s0) (110,000,00)

0.00 (1,182.66)

0.00 (1,641.08)(1,311.02)

0.00 (129,840.10)ø70,827.08)ø05.000.00)(463,673.11)
(381,301.s2)
(110,000.00)
as7477CDs 270,000.00 (270,000.00) 0.00 (270,000.00)
2,530,000.00 (2,526,507.05) (4,L34,76> (2,530,641.81)

INTEREST
0710u23
07t0!23
0710il230710L1230710,/23
07t0U230710u230710u230710u230710u23
977123X78
9TI1L3X60
544647FCg
20772a<tü0
040654XU4
2s0,000.00
290.000,00
150,000.00
150,000.00
385.000.00
967.s0
904.80
1,091.251,498.50
3,769.r5
967.s0904.80
1,091.251,498.50
3,769.|s

WT DEPT OF TRANS TKBL REV BONDS
DID 0713012020 0.774o/o 0il0U2025
WI DEPÎ OF TRANS TXBL REV BONDS
DID 0l 30 I 2020 0.6240/o Oil 0 U 2024LOS ANGELES USD, CA TXBL GO BONDSDfD ILlL0l202L L.455o/o 07/0L12026 CT ST .nßL GO BONDS
D-ÍD 061tU2020 L.998o/o 0ï0il2024
AZTRAN BOARD ÎXBL REV BONDS
Df D 02 | L2 | 2020 1.9 58o/o 07 | 0 I I 2024

0.000.000.000.000.00
PFM Arset Managernent lJ"C Account 97480000 Page 36

pfm I asset inanagement
Managed Account Security Transactions & Interest For the Month Ending July 31, 2023 Transaction Type Principal Accrued Realized G/L Realized G/L Amort Cost Sale Method

INTEREST
Settle
07t0u23 07101123
0710L1230710U23
07101123
0710t1230710u23
0710U23
0710L12307t03123
0710812307108123
0712s1230712s123
0712s1230712s123
07125123
07125123
0712s12307t03123
0710812307t08123
34L27IAú3137BTUM1
3137FtG44
3137BNGT53r37BSP72
3r378!/z823137BKRJ1
3137BTU2s
MONEYOOO2931142EM102665WDJ7
24422W,1L389236TJT344933FAC0
89æryA85
405,000.00
350,000.00
500,000.00280,000.00
48s.000.00
505.000.00
470,000.00
185,,+69.57

0.00 110,000.00
120,000.00
120,000.00115,000.00
t6.07t.28
2r,t09.77
2,547.45
976.2t

1.3s1.25
640.50
L,072.25
r,443.461,303.86
473.26632.79
r,677.501,410.00
1,020.00
833.75

6.43 7.74
Total
2,547.45
976.2t
1,351.25
640.50
L,072,25
r,443.461,303.86
473.26
632.79
L,677.50
1,410.001,020.00
833.75

6.437.74
Par Proceeds
07lLLl23 07lrrl23
071t3123 071t3123
FL ST BOARD OF ADMIN T}ts1 RÉVBONDS
DTD 09/16/2020 I.258o/o 0ï0t12025
FHMS KO61 A2DTD 0U30/2017 3.347o/o LU0U2026FHLMC MUL'NFAMILY STRUCTURED PDm 07 | 0U 20 17 3.243o/o M | 0I I 2027 FHMS KO54 A2Dm 04P0120L6 2.745o/o 0U0I12026FHMS KO58 A2DTD 1U09l2016 2'6530/o 081 0112026 FHMS KO63 A2Dm ß | 0 L I 20 L7 3'430o/o 0 L | 0 L | 2027FHMS KO47 A2 DTD 07130/2015 3.329o/o 0510L12025FHMS K724 A2
D'fD 0U0U2017 3.0620/o lIlOLl2023MONEY MARKET FUND

WALMART INC CORP NOTES (CAI-ABLE)
DTD Ml23l20I9 3.050o/o 0710812026

AMERICAN HONDA FINANCE

CORPORATE NOTES
DTD 0 U 10/2020 2.350o/o 0U 08 I 2027

JOHN DEERE CAPITAL CORP

CORPORATE NOTES
DlÐ 0L1L012022 L.700o/o 04LU2027
TOYOTA MOTOR CRÉDIÎ CORP

CORPORATE NOTES
Dm 0Vt312022 t.450o/o 0UL312025HART 2O2O.B A3Dm 0712212020 0.480o/o t21t612024 TAOT 2020{ A3
DID 07 127 12020 0 .440o/o I0l L512024
07lLsl2307lrsl23
071t5123
071L5123

0.00 0.000.00

0.00 0.000.00

0.00 0.000.00

0.000.00

0.00 0.00

0.000.00
PFtvl A¡set Managernent LtC Account 97480000 Page 37

pfmÌ asset management
Managed Account Security Transactions & Interest For the Month Ending July 31, 2023 Transaction Type
Trade Settle
Principal
Proceeds
AccruedInterest
Realized G/L
Cost
Realized G/L
AmoÉ Cost
Sale
Method

INTEREST
07115123
07lLsl2307lLsl23
071t5123
07lLsl23
071t5123
07tLsl23
07lrsl230ïtsl23
07115123
Ùiltsl23ïiltsl2307tsl23
07tt5123
1,952.50
130.50
1,091.75
3,875.00

10.46 470.33
457.50
1,803.75
Total
1,952.50
130.50
1,091.75
3,87s.00

10.46 470.33457.50
1,803.7s

29.69 45.85
1,031.13

46.1847.85

17.38 307.67

0.43 CUSIP
5398308H1
2s4683CP8
14318MAD1
91282CGE5
14316NAC3
254683CS2
14043GAD6
876I2EBM7
14316H4C6143140AC8
0258ÐJT85011nGE2s0117ïACs
14315FAD914041NFY2
65479C400
110,000.00
270,000.00330,000.00
200,000.00
36,901.14
170,000.00150,000.00185,000.00
71,246.97
105,817.41
365,000.00
98,947.2292,62L.06

33.6,N0.85
355,000.00
940.97
Par
071t5123 07ltsl23 LOCKHEED MARÏN CORP NOTES
(cALt ABL-E)
DID LLl23l20LS 3.550o/o 0U1s12026
DCE¡Jï 2021-41 A1DfD 0912T2021 0,580o/o 0911512026CARMX 2022-3 A3DID 07 | 20 I 2022 3.97 0o/o 04 I L5 I 2027US TREASURY N/B NOTESDID 0 I I 15 | 2023 3.87 5o/o 0 I I 15 I 2026 CARMX 2021-1 Æ
DID 0V2il2021 0.340o/o 1211512025
DCENÏ 2022-42 ADm 0s | 26 l 2022 3.320o/o 05 | 17 | 2027coPAR 2022-2 A3DID 08 I r0 | 2022 3.6600/o 051 17 | 2027

TARGET CORP CORP NOTES
(cALLABT"E)D1D 0L12412022 r.950o/o 0!L512027CARMX 2020-4 A3DID L012U2020 0.500o/o 08/15/2025 CARMX 2021-2 A3
DfD 0412U202L 0.520o/o 021LT2026
AMXCA 2022-2 A
DTD 0512412022 3.390o/o 051t42027KCOT 2021-2A A3DID 0il281202l 0.5600/o tUI7l2025KCOT 2021-14 A3Dm M I 14 | 2021 0.6200/o 08 I t5 I 2025 CARMX 2020-3 A3
DTÞ 07 | 221 2020 0.6200/o 03 | t7 I 2025
coMEï 2021-43 A3
DfD tU3012021 1.040o/o tilI512026
NAROT 2O2O-B A3DlD 06 I 30 120?0 0.550o/o 0T LS | 2024

0.000.000.00

0.00 0.00

0.000.000.000.000.000.00

0.000.000.000.000.00

29.69 45.85
1,031.13
.16.18

47.85 17.38
307.67

0.43 071t5123
07ltsl2307lLsl2307ltsl23
07lrsl23
07lrsl2307lLsl23
07ltst23
07ltsl23
0711512307115123
07lLsl23
071t5123
07lLsl230lLsl2307tL5t23
PFM Asset Management ILC Account 97480000 Page 38

pfml asset inanagement
Managed Account Security Transactions & Interest For the Month Ending July 31, 2023 Transact¡on Type Principal Accrued Interest Realized G/L Cost Realized G/L Amort Cost Sale

INTEREST
07lts/23
07115123
07118123
0711812307120123
07t2012307120123
07t20123
07l2rlz3
07123123
07124123
Settle
071t512307115123
071t8123
0711812307t20123
071201230712012307120123
0712u2307123123
07124123
L43r7DAC4
4493314C7
43815P4C343813KAC6
36262X4D6
89238EAC0
922908AA9
380144AC9
3137EAEU9
693475AW
06406R8J5
09661RAD3
89788MAH591159HHX1
9t28282529r282c¡.82
Par
256.168.90
62,148.56
75,000.00

60.096.23
s5,000.00

16.931.1942,0L9.0528,574.95
435,000.00
215,000.00
75,000.00
7,429.05
150,000.00
350.000.00
550,000.00s00,000.00
tL7.4L

19.68 233.13

18.53 22.92

5.50 L6.46

8.10 815.63
3,762.50
1,655.25

2.97 3,195.00
4,200.00
3,78r.256,875.00
Lt7.4L

19.68 233.13

18.53 22.92

5.50 t6.46

8.10 815.63
3,762.50
1,655.25

2.97 3,195.00
4,200.00
3,78r.2s6,875.00
0712s12307128123
07t30t2307131123
07t3r123
07lzslz3
0712812307t30t23
0713u23
0713u23
CARMX 2021-3 A3
Dm 07J28|202t 0'550o/o 06It5I2026HART 2021-A A3Dm 04nA202I A380o/o 091L512025 HAROT 2022-2 A3
DID 08 | 24 | 2022 3.7 31o/o 07 | 20 | 2026
HAROT 2020-3 A3
DID 09 I 29 | 2020 0.37 0o/o L0 | 18 | 2024
GMALT 2021-3 A4
DTD 08/18/2021 0.500o/o 0l 2I | 2025
TLOT 2021.4 A3
Dm 0412L12021 0.390o/o C4.12212024
vzoT 2020-8 A
DTÐ 08 | L2 | 2020 0.47 0o/o 021 70 | 2025
GMALT 2021.2 A3
Dm 05 1 26 1 2021 0.340o/o 05 1 20 1 2024FREDDIE MAC NOTES D'rD 07 | 23 | 2020 0.37 5o/o oil 2t | 2025
pNc BANK NA CORP NOTES (CALl-ABLE)
Dm 0L123120L9 3'500o/o oL12312024BANK OF NEIV YORK MELLON CORPNOTES (CALLDm 0712612022 4'4L4o/o 0il2412026BMWOT 2O2O.A À3Dm 0711512020 0.480o/o 1012512024

TRUIST RN CORP NOTES (CAITABLE)
Ðm 07Æ:812022 4.2600/o 0712812026us BANCORP NOTES (CAILABLE) DTD 07129120L9 2.400o/o 013012024
US TREASURY NOTESDm 0L13U2020 L.375o/o 0L13t12025US TREASURY N/B NOTES DfD 0713L12022 2.750o/o 07/3L12027

0.00 0.000.00

0.000.00

0.000.00

0.000.00

0.000.000.00

0.000.00

0.000.00
PFM Ásset Management I.LC Account 97480000 Page 39

pfmì asset inanagement
Managed Account Security Transactions & Interest For the Month Ending July 31, 2023 Transaction TypeTrade Settle
Principal
Proceeds
AccruedInterest
Realized G/L
Cost
Realized G/L
Amo¡t Cost
Sale
Par l4ethod
07131123071311230713u2307t3u23
0713u230713112307t311230713u23
91282C8H391282CGH8
91282CAB79I282CCP4
650,000.00
4s0,000.00
55,000.00
630.000.00
L,218.75
7,875.00

68.75 1,968.75
t,2t8.75
7,875.00

68.75 1,968.75
US TREASURY NOTESDTD 0U3U202r 0.375o/o 0U3t12026
US TRFÁSURY N/B NOTESDf D 0I J 37 | 2023 3,500o/o 0 Il 3L I 2028US TREASURY NOTES DfÐ 07 | 3tl 2020 0.2509/o 07 | 3tl 2025

US TREASURY N/B NOTES

0.000.000.000.00

TNTEREST
DTD 0.625olo
Transact¡on Type Sub-Total 12,t46,L34.L7 o.oo 70,806.20 7O,806,2O

PAYDOWNS
0710u23
07lLsl23
0711s12307115123
07lrsl23
07lLsl2307lLsl23îilrst23
071L5123
07t15123
07t15123
07125123
07tr5t23
07115123
07ßs123
07lLsl2307trsl23
07ltsl23
07ltsl23
071t5123
07lLsl2307lrsl23
3137BTU25
t43r7DAC414315FADg
.î4933F4C0
50117XAE2
14316N4C3
50117T4C5
14316HAC64t493314C7
65479CAD0
89237VA85
3,664.96

14.178.81
8,288.867,293.0L
5,871.062.932.526,524.047,588.365,732.99
940.97

6.381.45
3,664.96

14.178.81
8,288.867,293.01
5,871.06
2,932.s26,524.047.588.36
5,732.99
940.97
6,381.45
3,664.96
14,178.81
8,288.86
7,293.0L5,871.062,932.526,524.047,588.36
s,732.99
940.97
6,381.45
Q47.53\

2.33 r.42L.37

0.220.s8

1.33L.67

0.600.030.49
FHMS K724 A2Dm 0U0UZ0L7 3.0620/o 1U0U2023
CARl"lX 2021-3 A3
Dm 0il281202L 0.550o/o 06/15/2026CARMX 2020-3 A3
DfD 0Z2212020 0.6200/o 031t712025
HART 2O2O-B A3ÐTD 0il272020 0,480o/o IAL6|2024KCOT 2021-2A A3DID 07 | 28 | 2021 0.5600/o lLl t7 | 2025 CARMX 2021-1 A3
DTD 0I12il202L 0.340o/o L21I512025KCOT 2021-1A A3DID M I 14 I 2021 0.6200/o 08 | 15 I 2025 CARMX 2020-4 A3
Dm LU2ll2020 0.500o/o 08/15/2025HART 2021.A A3DTD M I 28 I 2021 0.380o/o 09 | LS I 2025 NAROT 2O2O-B A3DTD 06/30/2020 0.550o/o 0ilI512024
TAOT 2020-C A3
Dm 07n712020 0.440o/o t0/1512024

0.000.00

0.000.000.000.000.000.000.000.00

0.00 0.000.00

0.000.000.000.000.000.000.000.00

0.00 PFM Asset Management LLç Account 97480000 Page 4O

pf rn ì asset
inanagement
Managed Account Security Transactions & Interest For the Month Ending July 31, 2023 CITY OF YORBA LINDA - 9748OOOO
Transaction TypeTrade Settle
Principal
Proceeds
AccruedInterest
Realized G/L
Cost
Realized G/L
Amoft Cost
Sale
Method

PAYDOWNS
07lrsl23
07ltBl23
07120123
07t20123071201230712s123
07ltsl2307ltgl23
07120123
07120123071201230712s123
CUSIP
143140AC8
43813KAC6
380144AC99229084498923BEACo09661RAD3
7,449.26
t0,27L.53
27,457.53

15.380.26
14,576.48
4,531.88
7,449.26
t0,27L.53
27,457.53
1s.380.26
74,576.48

4.531.88
Total
7,449.26
t0,27L.53

27.457.53

15.380.26
14,576.48
4,531.88
t49,063.97

1.611.51

4.3t

3.23 r.70

0.34 (224.7s)
Par
CARMX 2021-2 A3
DTD 041 2t I 2021 0.520o/o 021 17 I 2026HAROT 2020-3 A3DTD 09 I 29 I 2020 0.37 0o/o Io I t8 / 2024 GMALT 2021-2 A3
DTD 0512612021 0.340o/o 05/20 12024
vzoT 2020-8 A
DTD 081 1212020 0.470o/o 0212012025
TLOT 2021-A A3
Dm 0412112021 0.390o/o 04122/2024BMWOT 2O2O-A A3DlD 07lr5l2o2o 0.480o/o 1012512024

0.00 0.000.000.000.00

0.00 0.00

0.000.00

0.000.000.00

0.00 Transaction Type Sub-Total L49,063.97 L49,063.97 0.00 SELL
07ltrl23
07113123071L712307177123
07n912307120123
07t3t123
071t31230711412307120.12307120123
0712012307120123
07t3t123
244228VU0912828Y8791282CGP09113128M791282CGC9
9t28282U3
9128282U3
4s,000.00
350,000.00
220,000.00
120,000.00
500.000.00
345,000.00
200.000.00

42.578.10
337,572.27
279,6s6.25
113,535.60496.269.53
332,224.22
192,695.31
96,09
2,774.863,39s.65
660.83
1,052.99
2,496.09
1,559.10
42,674.r9
340,347.t3223,0s1.90
L74,196.43
497,322.52334,720.37
194,254.4r
(1s,585.93)
2,397.66
666.00
(2,167.97\
(19,581.44)(11,2s0.00)
(13,094.17)
2,192.92
135.19
(2,33s.38)
(14.300.61)
(8,164.82)
JOHN DEERE CAPIÏAL CORP

CORPORATE NOTES
DTD 09 / l0 I 2021 0.6250/o 09 I l0 I 2024US TREASURY NOTESDm 07 I 3U 2079 1.7 50o/o o7 /3U 2024US TREASURY N/B NOTES DfD 0212812023 4.000o/o 0212912028UNTTED PARCEL SERVICE CORP NOTES (CALLAB
Dm nlß120t7 3.050o/o trlr5l2027US TREASURY N/B NOTESDm Pl3Il2022 3.875o/o 12/3t12027US TREASURY NOTES DrD 0Bl3U20t7 1.875o/o 0813U2024US TREASURY NOTESDID 0813U20L7 1.875o/o (2.392.65) (2,410.s6) FIFO

FIFOFIFOFIFOFIFO

FIFOFIFO
Transact¡on Type Sub-Total 1,746,566.89 (47,9L4.33) (37,977.43) PFM Ácset ManaEement LtC
1,780,000,00 L,734,53L.28 12,035,61
Account 97480000 Page 41

pfmì asset inanagement
Managed Account Security Transactions & Interest For the Month Ending July 31, 2023 Transaction TypeTrade Settle SeqnqDescription
Managed Account Sub-Total
Total Securi$ Transactions
Bolded items are forward settJing trades.

Principal Accrued Realized G/L Realized G/L Sale
CUSIP Par Interest Cost Method
(642,911.80) 787O7.OS (564,204.75) (48,139.12) (37,977.43) ($tr2,911.S0) 178,?O7.O5 ($564204.75) ($48,139.12) (137,977.43) Total
PFM A¡set Management LLC Account 97480000 Page 42

PUBLIC WORKS DEPARTMENT
DATE: SEPTEMBER 19, 2023
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: JAMIE LAI, P.E., DIRECTOR OF PUBLIC WORKS/CITY ENGINEER PREPARED BY: ARMANDO JAIME, PUBLIC WORKS SUPERINTENDENT SUBJECT: APPROVAL OF AN AMENDMENT TO THE STAFF LABOR

AUGMENTATION SERVICES AGREEMENT WITH MERCHANTS
LANDSCAPE SERVICES, INC.

RECOMMENDATION
It is recommended that the City Council:
1) Approve Amendment No. 1, to the Staff Labor Augmentation Services Agreement with Merchants Landscape Services, Inc., increasing the agreement by $150,000, ($75,000 for FY23-24 and $75,000 for FY24-25) resulting in an aggregate contract amount not to exceed $225,000; and
2) Authorize the City Manager to execute the amendment and approve any potential future amendments within the 15% contingency allowance, as well as unit price increase(s) as provided within this agreement on behalf of Council.

BACKGROUND
The Operations and Maintenance Division of the Public Works Department oversees the maintenance of the City’s infrastructure and right-of-way. Using a mixture of both in-house City staff and contracted employees, the division is able to ensure safe roads and walkways, landscaping and provide other critical maintenance activities. Contracted services are a cost-effective way to supplement the efforts of City staff while nimbly meeting the needs of the City. As such, providing staff labor augmentation is a critical part of the service delivery to the public. Contract labor assistance encompasses all maintenance aspects within the Public Works Department such as federal/state mandates, catch basins/storm drain cleaning, weed abatement, landscape maintenance, irrigation repairs, desilting basin maintenance and other miscellaneous street improvement or repairs.

DISCUSSION
In order to maintain sufficient labor availability levels, City staff regularly assess anticipated workloads and maintenance needs. Maintenance work backlog and the need to supplement our department’s labor capacity through contract labor is necessary to maintain the city’s

A P P R O V A L O F A N A M E N D M E N T T O T H E S T A F F L A B O R

A U G M E N T A T I O N S E R V I C E S A G R E E M E N T W I T H M E R C H A N T S L A N D S C A P E S E R V I C E S , I N C .

P a g e | 2
high maintenance standards. Based upon the projected labor needs, procurement of additional services may be pursued via contracted labor. During this process a not-toexceed contract amount is established and may be awarded to a qualified contractor.

Staff most recently solicited bids to supplement the labor capacity of staff in April of 2023.

The solicitation culminated with Merchants Landscape Services, Inc. being the lowest responsible bidder. Unfortunately, with the backlog of maintenance, the above normal rain falls this past season, unanticipated staff departures and the addition of large City parcels for maintenance, the contract will exceed the City Manager’s contractual purchasing approval authority. Therefore, it is necessary to bring the contract forward for Council approval of the contract term and dollar amount in order to continue supplementing our department’s staffing resources needs. The contract provides an hourly rate for staffing, therefore only time worked would be paid at that hourly rate.

It should be noted that the primary purpose of the proposed amendment is to allow for the same initial fiscal year not-to-exceed dollar amount of $75,000 to be applied to each of the subsequent fiscal years (FY2023-2024 & FY2024-2025). If approved, the proposed amendment would apply the existing annual agreement amount to the current and next fiscal year, for an aggregate contract amount not-to-exceed $225,000. The contractually established dollar amounts are maximums for as-needed services, and the actual expenditures per year may be less than the approved amount.

FISCAL IMPACT
Sufficient funds to accommodate the proposed amendment are budgeted within the Public Works Operating budget under the Temporary Personnel (1010330-433200) and Weed Abatement (1010330-432600) accounts for FY 2023/24 & FY 2024/25. Depending upon actual needs that may arise, additional operating and project accounts may be utilized for ordered tasks under this as needed agreement.

ALTERNATIVES
The City Council may choose not to approve the amendment to the Staff Labor Augmentation contract but, staff does not recommend this alternative because it will require the bidding process to restart and possibly a month-to-month labor contract with the current or another vendor until the new procurement process for labor assistance is completed. The bid received from Merchants Landscape Services, Inc. is competitive and there is no guarantee that re-bidding for these services will result in a lower bid.

ATTACHMENTS
Attachment 1 – Merchants Landscape Services, Inc. (Amendment)

1 Project Name/No.: Staff Labor Augmentation Services Contract No.: 22230040 (A1) Dept./Contract Rep: PW / A. Jaime Approved: 09/19/2023
AMENDMENT NO. 1 TO

AGREEMENT FOR MAINTENANCE SERVICES

STAFF LABOR AUGMENTATION
THIS AMENDMENT is made and entered into this 19th day of September, 2023, by and between the City of Yorba Linda, 4845 Casa Loma Avenue, Yorba Linda, California 92886, a municipal corporation of the State of California (hereinafter referred to as “City”), and Merchants Landscape Services, Inc., 1540 S. Lyon St., Santa Ana, California 92705 a corporation (hereinafter referred to as “Contractor”).

WITNESSETH:

WHEREAS, the City and the Contractor entered into an Agreement for Staff Labor Augmentation Services with the City of Yorba Linda as per the original Agreement dated April 3, 2023; and WHEREAS, the agreement allows for amendment(s) of the contract; and WHEREAS, the City intends to amend the contract incorporating City Council approval to term of the contract of April 10, 2023 to June 30, 2025 and authorize the City Manager to execute the amendment on behalf of Council and approve potential future amendments within the 15% contingency allowance, as well as unit price increase(s) as provided within the agreement on behalf of Council; and
WHEREAS, the City and the Contractor desire to amend the compensation specified in Section

2.1 Contract Sum of the Agreement, to include an additional One Hundred Fifty Thousand Dollars ($150,000.00) for continued staff augmentation services to be provided during the second and third contract years (Fiscal Year 2023/24 and Fiscal Year 2024/25); and WHEREAS, the City intends to delineate the contract compensation increase amount for the extension term based upon the City’s fiscal year as described in the additional compensation table, attached hereto as “Exhibit A-1” and incorporated herein.

NOW, THEREFORE, in consideration of the mutual promises and covenants herein, the Parties agree to extend and amend the Agreement as follows:

1. The total compensation for services as specified in Section 3.3.1, Compensation, pursuant to this Amendment No. 1 shall be increased by an amount of One Hundred Fifty Thousand Dollars ($150,000.00) for work performed for the term period through June 30, 2025, thereby increasing the total not to exceed Agreement amount to Two Hundred TwentyFive Thousand Dollars ($225,000.00).

2. Except as amended pursuant to this Amendment No. 1, all provisions of the Agreement shall remain in full force and effect and shall govern the services provided under this Amendment No. 1.
[SIGNATURES ON FOLLOWING PAGE]

3 EXHIBT “A-1”
Compensation Table for Amendment No. 1
AMENDMENT No. “PERIOD OF PERFORMANCE” AMOUNT
*Initial Agreement April 3rd, 2023 – June 30th, 2023 (3-Months) $75,000.00 **Amendment NO.1 July 1st, 2023 - June 30th, 2024 (12-Months) $75,000.00 **Amendment NO.1 July 1st, 2024 - June 30th, 2025 (12-Months) $75,000.00 Not- to-Exceed Agreement Total Compensation= $225,000.00 *Compensation for Original Agreement represents the maximum authorized expenditure amount for the period of performance, actual expenditures may be less than the approved amount. **The total agreement compensation being approved for Amendment No.1 is not-to-exceed $150,000.00; however, the total amount is intended to be utilized in equal amounts not to exceed $75,000 per fiscal year.

ADMINISTRATION DEPARTMENT
DATE: SEPTEMBER 19, 2023
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: DAVID ALBAUGH, ADMINISTRATIVE SERVICES DIRECTOR
SUBJECT: TERMS OF EMPLOYMENT FOR MISCELLANEOUS AND MIDMANAGEMENT EMPLOYEES

RECOMMENDATION
It is recommended that the City Council:

1. Adopt the following resolutions:
a. Resolution No. 2023-5859, relating to the terms of employment for Miscellaneous employees.
b. Resolution No. 2023-5860, relating to the terms of employment for MidManagement employees.

BACKGROUND
Pursuant to Chapter 2 of the Yorba Linda Municipal Code, the classification, compensation, and terms of employment for City employees are established by resolution of the City Council. In accordance with the Myers-Milias-Brown Act, the City of Yorba Linda (City) met and conferred with the Yorba Linda Chapter of the Orange County Employees Association representing Miscellaneous employees and with the City Employees Associates representing the Mid-Management employees to negotiate and approve Letters of Understanding (LOUs) modifying the terms and conditions of employment contained in each group’s Memorandum of Understanding (MOU).

DISCUSSION
The City initiated the meet and confer process with the Miscellaneous and Mid-Management bargaining groups on May 30, 2023, to discuss how paid holidays are recognized for employees on various work schedules. While the City had adopted various policies and practices over the years to recognize paid holidays, the policies and practices were not clearly reflected in the language of the MOUs.

TERMS OF EMPLOYMENT FOR MISCELLANEOUS AND MID-MANAGEMENT EMPLOYEES P a g e | 2
Our Miscellaneous and Mid-Management MOUs recognize several paid holidays that are date specific and can fall on different days of the week from year to year. These include New Year’s Day, Independence Day, Veterans Day, Christmas Eve, and Christmas Day. The existing holiday language in the MOUs was drafted to direct how those paid holidays would be observed by employees on a traditional Monday to Friday, City Hall schedule. The language did not account for non-traditional employee schedules, including but not limited to weekend operations at the Yorba Linda Public Library and various Parks and Recreation programs. The literal language of the MOUs occasionally created odd and unintended outcomes for employees who do not work a traditional schedule, and occasionally caused confusion regarding the observation of those holidays.

The City met separately with the Miscellaneous and Mid-Management bargaining groups to identify the existing policies and practices, and to draft language that accurately reflected those practices and which could be applied to all known scheduling scenarios. Both bargaining groups have ratified the proposed LOUs. All other terms and conditions of employment are proposed to remain the same.

If adopted by City Council resolution, the amended language in these LOUs modifies the terms of employment in the existing MOUs and will be included in successor MOUs between the parties unless otherwise amended or modified in future negotiations.

FISCAL IMPACT
There is no fiscal impact associated with these changes. The amended language codifies existing practices which have already been budgeted.

ATTACHMENTS

1. Resolution No. 2023-5859

2. Miscellaneous Letter of Understanding

3. Resolution No. 2023-5860

4. Mid-Management Letter of Understanding

RESOLUTION NO. 2023-5859

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

YORBA LINDA, RELATING TO THE TERMS AND

CONDITIONS OF EMPLOYMENT OF MISCELLANEOUS
EMPLOYEES AND AMENDING RESOLUTION 2021-5773
WHEREAS, the City management and employee representatives have met and conferred in good faith the reach an agreement to clarify terms and conditions of employment pursuant to Government Code Section 3500 et seq.; and WHEREAS, the City desires to amend Resolution No. 2021-5773 and adopt Resolution No. 2023-5859; and
WHEREAS, the City desires to approve the negotiated Letter of Understanding (Attachment A) with the Miscellaneous Employees of the City of Yorba Linda represented by the Orange County Employees Association which clarifies and amends language as provided in the Memorandum of Understanding dated October 1, 2021 to June 30, 3024; amend Resolution No. 2021-5773 and adopt Resolution No. 2023-5859; and NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Yorba Linda as follows:

Section 1. The Memorandum of Understanding as amended by the Letter of Understanding will be the governing document for terms and conditions of employment for Miscellaneous employees represented through the bargaining unit.

Section 2. Except as otherwise specified to the contrary in this Resolution of the Letter of Understanding, all provisions shall be effective as of October 1, 2023, pursuant to Minute Order action of the City Council.

Section 3. Resolution No. 2021-5773 is hereby amended.

PASSED, APPROVED AND ADOPTED at a regular meeting of the City Council of the City of Yorba Linda on this 19th day of September, 2023. ______________________________

GENE HERNANDEZ, MAYOR

CITY OF YORBA LINDA

ATTEST:
______________________________

MARCIA BROWN, CITY CLERK

CITY OF YORBA LINDA
APPROVED AS TO FORM:

RUTAN & TUCKER LLP
______________________________

CITY ATTORNEY

STATE OF CALIFORNIA )
ss. COUNTY OF ORANGE )
I, MARCIA BROWN, City Clerk of the City of Yorba Linda, California, DO HEREBY CERTIFY that the foregoing Resolution was adopted at a regular meeting of the City Council of the City of Yorba Linda held on the 19th day of September, 2023, and was carried by the following roll call vote:

AYES: COUNCILMEMBERS:

NOES: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:
______________________________

MARCIA BROWN, CITY CLERK

CITY OF YORBA LINDA

ATTACHMENT A

LETTER OF UNDERSTANDING
between the

THE YORBA LINDA CHAPTER OF THE

ORANGE COUNTY EMPLOYEES ASSOCIATION
and the CITY OF YORBA LINDA
The Yorba Linda Chapter of the Orange County Employees Association (“Association”) and the City of Yorba Linda (“City”), herein referred to collectively as the “Parties,” have met and conferred and reached an agreement regarding Article XIX regarding Overtime, Article XX regarding standby pay, and Article XXI regarding Holidays of the Memorandum of Understanding (MOU) between the Association and the City for the term of October 1, 2021, to June 30, 2024.

The Parties herein agree to the following terms:

1. Effective upon the Adoption of this Letter of Understanding (LOU) by the City Council of the City of Yorba Linda, Article XIX shall be amended to read in its entirety as follows:

Payment for Overtime.

Except for employees exempt from the provisions of the Federal Fair Labor Standards Act, employees shall be compensated for overtime by the payment at the rate of one-andone-half (1-1/2) times base salary for all hours over forty (40) paid in a seven (7) day work period and at the rate of two (2) times base salary for Sundays and scheduled holidays.

Scheduled and approved holiday hours, floater holiday hours, vacation hours, compensation hours and personal necessity hours for emergencies and other extenuating circumstances (with the approval of the supervisor shall be considered as “hours worked” for the purpose of calculating overtime. The aforementioned examples regarding prescheduled/pre-approved compensation hours which are paid, but not worked will be accounted for as if they were worked for calculating overtime. Some examples of emergencies and extenuating circumstances are a flat tire, plumbing leaks at an employee’s place of residence, daycare issues, etc.

Sick hours shall not be not be considered as “hours worked” for the purpose of calculating of overtime.

Compensatory Time.

A. Subject to the approval of the Department Head or designee, employees may elect to take compensatory time off in lieu of receiving overtime pay. An employee who requests and is approved for compensatory time off in lieu of overtime is entitled to one-and-one-half (1-1 /2) hours of compensatory time off for each hour for which he/she would otherwise be entitled to overtime pay and two (2) times base salary for Sundays and scheduled holidays. Compensatory time accumulated may not exceed forty (40) hours at any one time.

B. Compensatory time off must be used in a minimum of one (1) hour increments.

Additionally, compensatory time off may be used in combination with vacation time, sick leave, and/or personal necessity. Other leave time (i.e., vacation, sick leave, personal necessity, etc.) cannot be converted to compensatory time.

ATTACHMENT A

2. Effective upon the Adoption of this Letter of Understanding (LOU) by the City Council of the City of Yorba Linda, Article XX shall be amended to read in its entirety as follows:

An employee assigned to standby duty and placed on the standby list during the employee's regular time off shall be compensated in the following manner:

1. The equivalent of two (2) hours at the employee’s regular rate of pay for Monday through Friday.

2. The equivalent of three (3) hours at the employee’s regular rate of pay for Saturday, Sunday and scheduled holidays.

3. The equivalent of three (3) hours at the employee’s regular rate of pay for furlough day or closed Friday of the 9 days/80 hours work schedule.

The designated “weekend” 4 days/10 hours work schedule employee assigned to standby duty and placed on the standby list during the employee's regular time off shall be compensated in the following manner:

1. The equivalent of two (2) hours at the employee’s regular rate of pay for the four days on which the employee normally works.

2. The equivalent of three (3) hours at the employee’s regular rate of pay on the three days that are designated as the employee’s regularly scheduled “weekend” days off.

Standby pay is not applicable to regular forty (40) hour per week pay. Overtime rate or compensatory time pay starts the moment the employee is called/begins the journey to the yard/jobsite and stops when the employee leaves the yard or jobsite. Anytime an employee is called/begins the journey to the yard, the employee is paid at the overtime rate or compensatory time as follows:

1. A minimum of two (2) hours at time and one-half for callback duty work performed on Monday through Saturday.

2. A minimum of two (2) hours at double time for callback duty work performed on Sunday or holidays.

3. Effective upon the Adoption of this Letter of Understanding (LOU) by the City Council of the City of Yorba Linda, Article XXI shall be amended to read in its entirety as follows:

The CITY shall recognize the following days as paid holidays for all employees with annual holiday schedules published prior to the start of the calendar year:

New Years Day
Martin Luther King’s Birthday
Lincoln's Birthday (1)
President’s Day
Memorial Day
Independence Day
Labor Day
Veterans Day
Thanksgiving

ATTACHMENT A
Day after Thanksgiving
Christmas Eve
Christmas
New Year’s Eve - 4 hours (2)
(1) Lincoln's Birthday has been changed to the employee's birthday, which may be used at any time during the fiscal year.
(2) All City facilities will close 4 hours early on New Year’s Eve each year, no later than 1:30 pm. If New Year’s Eve falls on an employee’s scheduled day off, then the four hours of holiday time shall be converted to a floating four hours and may be taken at any time during the fiscal year.
(3) Any scheduled holiday that falls on an employee’s scheduled Saturday off will be recognized on Friday, the day before. If that Friday happens to be a scheduled day off, or if an employee is required to work on the recognized Friday holiday, the holiday hours will be converted to floater hours and may be taken at any time during the fiscal year.

Any scheduled holiday that falls on an employee’s scheduled working Saturday will be recognized for that employee on Saturday.
(4) Any scheduled holiday that falls on an employee’s scheduled Sunday off will be recognized for that employee on Monday, the day after. If that Monday happens to also be a scheduled day off, the holiday hours will be converted to floater hours and may be taken at any time during the fiscal year. Any scheduled holiday that falls on an employee’s scheduled working Sunday will be recognized for that employee on Sunday. (5) If a scheduled holiday otherwise falls on an employee’s regularly scheduled day off, the holiday hours will be converted to floater hours and may be taken at any time during the fiscal year.

Holiday Pay
All full-time and permanent part-time employees (including probationary employees) shall not be required to be on duty on scheduled holidays unless the employee's services are needed and required in the interests of the public health, safety, or general welfare. In such a case, any such employee shall be entitled to compensation at two (2) times the regular rate of pay if the employee has worked in excess of forty (40) hours for the week in which the holiday occurs.

Each of the designated holidays which fall on a working day when City offices are normally open under the City’s 9/80 Plan will be observed for the same number of hours as that normally scheduled work day. Therefore, for full-time employees, holidays that fall on an eight (8) hour Friday will be compensated as eight (8) hours, holidays that fall on a normal nine (9) hour workday will be compensated as nine (9) hours, and holidays that fall on a normal ten (10) hour workday will be compensated as ten (10) hours. For permanent parttime employees, the applicable number of holiday hours granted on a holiday shall be determined based on the number of hours that the employee would normally work on that day (i.e. an employee who normally works six (6) hours on the day of the holiday shall

ATTACHMENT A
receive six (6) holiday hours of pay.

Employees who are sick on holidays that are normal duty days will not receive extra holiday credit and will not be charged for sick leave.

If an employee is on leave without pay during the time period in which the holiday occurs, the employee will not receive holiday pay.

Floating Holidays
Floating holiday hours may be used subject to approval of the Department Director after consideration of the departmental workload and other staffing considerations, such as, but not limited to, the leave schedules of other employees already approved, medical leave and position vacancies. The floating holiday will be credited for the same number of hours as scheduled on the day the holiday floater is taken. Floating holiday hours shall be taken during the same fiscal year in which they are earned, and if not used, shall be lost.

If a floating holiday is taken on a day when an employee is scheduled to work, the employee must have a sufficient number of floating holiday hours, vacation leave, or compensatory time to cover the eight (8) or nine (9) hour workday. Absent these accrued leave times, an employee’s time will be reflected as leave without pay for the difference.

4. The amended language in this LOU will be included in successor MOUs between the Association and City unless otherwise amended or modified in future negotiations between the Parties.

5. All other provisions of the MOU shall remain unchanged by this LOU.

RESOLUTION NO. 2023-5860

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

YORBA LINDA, RELATING TO THE TERMS AND

CONDITIONS OF EMPLOYMENT OF MID-MANAGEMENT
EMPLOYEES AND AMENDING RESOLUTION 2021-5774
WHEREAS, the City management and employee representatives have met and conferred in good faith the reach an agreement to clarify terms and conditions of employment pursuant to Government Code Section 3500 et seq.; and WHEREAS, the City desires to amend Resolution No. 2021-5774 and adopt Resolution No. 2023-5860; and
WHEREAS, the City desires to approve the negotiated Letter of Understanding (Attachment A) with the Mid-Management Employees of the City of Yorba Linda represented by the City Employees Associates which clarifies and amends language as provided in the Memorandum of Understanding dated October 1, 2021 to June 30, 3024; and NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Yorba Linda as follows:

Section 1. The Memorandum of Understanding as amended by the Letter of Understanding will be the governing document for terms and conditions of employment for MidManagement employees represented through the bargaining unit.

Section 2. Except as otherwise specified to the contrary in this Resolution of the Letter of Understanding, all provisions shall be effective as of October 1, 2023, pursuant to Minute Order action of the City Council.

Section 3. Resolution No. 2021-5774 is hereby amended.

PASSED, APPROVED AND ADOPTED at a regular meeting of the City Council of the City of Yorba Linda on this 19th day of September, 2023. ______________________________

GENE HERNANDEZ, MAYOR

CITY OF YORBA LINDA

ATTEST:
______________________________

MARCIA BROWN, CITY CLERK

CITY OF YORBA LINDA
APPROVED AS TO FORM:

RUTAN & TUCKER LLP
______________________________

CITY ATTORNEY

STATE OF CALIFORNIA )
ss. COUNTY OF ORANGE )
I, MARCIA BROWN, City Clerk of the City of Yorba Linda, California, DO HEREBY CERTIFY that the foregoing Resolution was adopted at a regular meeting of the City Council of the City of Yorba Linda held on the 19th day of September, 2023, and was carried by the following roll call vote:

AYES: COUNCILMEMBERS:

NOES: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:
______________________________

MARCIA BROWN, CITY CLERK

CITY OF YORBA LINDA

ATTACHMENT A

LETTER OF UNDERSTANDING
between the
THE YORBA LINDA MID-MANAGEMENT ASSOCIATION and the

CITY OF YORBA LINDA
The Yorba Linda Mid-Management Association (“Association”) and the City of Yorba Linda (“City”), herein referred to collectively as the “Parties,” have met and conferred and reached an agreement regarding Article XXI regarding Holidays of the Memorandum of Understanding (MOU) between the Association and the City for the term of October 1, 2021, to June 30, 2024.

The Parties herein agree to the following terms:

1. Effective upon the Adoption of this Letter of Understanding (LOU) by the City Council of the City of Yorba Linda, Article XXI shall be amended to read in its entirety as follows:

The CITY shall recognize the following days as paid holidays for all employees with annual holiday schedules published prior to the start of the calendar year:

New Years Day
Martin Luther King’s Birthday
Lincoln's Birthday (1)
President’s Day
Memorial Day
Independence Day
Labor Day
Veterans Day
Thanksgiving
Day after Thanksgiving
Christmas Eve
Christmas
New Year’s Eve - 4 hours (2)
(1) Lincoln's Birthday has been changed to the employee's birthday, which may be used at any time during the fiscal year.
(2) All City facilities will close 4 hours early on New Year’s Eve each year, no later than 1:30 pm. If New Year’s Eve falls on an employee’s scheduled day off, then the four hours of holiday time shall be converted to a floating four hours and may be taken at any time during the fiscal year.
(3) Any scheduled holiday that falls on an employee’s scheduled Saturday off will be recognized for that employee on Friday, the day before. If that Friday happens to be a scheduled day off, or if an employee is required to work on the recognized Friday holiday, the holiday hours will be converted to floater hours and may be taken at any time during the fiscal year. Any scheduled holiday that falls on an employee’s scheduled working Saturday will be recognized for that employee on Saturday.

ATTACHMENT A
(4) Any scheduled holiday that falls on an employee’s scheduled Sunday off will be recognized for that employee on Monday, the day after. If that Monday happens to also be a scheduled day off, the holiday hours will be converted to floater hours and may be taken at any time during the fiscal year. Any scheduled holiday that falls on an employee’s scheduled working Sunday will be recognized for that employee on Sunday. (5) If a scheduled holiday otherwise falls on an employee’s regularly scheduled day off, the holiday hours will be converted to floater hours and may be taken at any time during the fiscal year.

2. The amended language in this LOU will be included in successor MOUs between the Association and City unless otherwise amended or modified in future negotiations between the Parties.

3. All other provisions of the MOU shall remain unchanged by this LOU.

COMMUNITY DEVELOPMENT DEPARTMENT
DATE: SEPTEMBER 19, 2023
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: DAVID BRANTLEY, AICP

DIRECTOR OF COMMUNITY DEVELOPMENT
PREPARED BY: JIM SOWERS, CBO

BUILDING OFFICIAL
SUBJECT: AWARD OF CONTRACT FOR DMC DOCUMENT AND MICROFILM

CONVERSION

RECOMMENDATION
Staff recommends that the City Council authorize the City Manager to enter into a professional services agreement in the amount of $120,000 with DMC Document and Microfilm Conversion, as an on-call scanning and imaging service provider for the Building Division.

BACKGROUND/DISCUSSION
The City Manager approved an original contract with a not-to-exceed amount of $75,000 with DMC Document and Microfilm Conversion (DMC) on October 1, 2018. The contract was for a one-year term, with allowance for up to four additional one-year extensions to provide digitizing and scanning services to the City of Yorba Linda for current finaled building plans, related documents, microfilm, and office documents dating back to the 1970’s. The contract also allowed for the digitization of 161 boxes (from a total of 663 boxes) of archived hard copy plans and documents which are being stored off-site through Corodata records storage services.

Over the preceding (5) years, this work effort has allowed for the elimination of all hard copy finaled plans, related documents, and microfilm at City Hall. The remaining phases of this project target digitizing the remaining off-site records and maintaining digitization of new development permit activity records.

Although the initial phase of this project was painstaking and required significant effort, digitization of these records improves accuracy with respect to record keeping, provides immediate accessibility for staff and the public, and allows more efficient use of physical space and staff resources within the Building Division.

To help reduce the future need for scanning services, staff has been issuing the following permits electronically, and anticipates further reduction in scanning and digitization services over time as architectural plan preparation and plan check continues to transition from paper-based to 100% digital format.

AWARD OF CONTRACT FOR DMC DOCUMENT AND MICROFILM CONVERSION P a g e | 2
Electronic Plan Reviews and Permitting:
 All approved Orange County Fire Authority plans
 All solar plans
 Rewire permits
 Re-piping permits
 Water permits
 Heating, air conditioning and venting permits
 Door and window replacements
 Small patio cover permits
Over the contract term, the initial budgeted amount of $75,000 was exhausted. A budget augmentation was approved by the City Council for an additional $42,000 to cover remaining anticipated costs totaling $117,000.

To complete this important work effort, staff is currently requesting City Council approval to authorize the City Manager to enter into a new five-year contract with DMC in the amount of $120,000. The new contract would be structured similarly to the preceding contract, with an initial one-year term, followed by allowance for up to four additional one-year extensions. It is anticipated that the current contract request will allow for digitizing the remaining off-site records. As previously noted, in future years, with ongoing expansion of digital plan review and electronic plan preparation, staff anticipates a reduced (“maintenance – level”) of funding for imaging services.

FISCAL IMPACT
The Building Division has budgeted the cost of imaging for the 2023/2024 fiscal year at $45,000.

General Fund expenditures for imaging services are partially offset by a separate line-item user fee charged as part of building permit fees to cover the cost of imaging plans and documents related to each permit that is issued.

ALTERNATIVES
The alternative would be for the City Council to deny the Professional Service Agreement with DMC Document and Microfilm Conversion Co., and direct staff to solicit additional proposals.

ATTACHMENTS

1. City standard Professional Services Agreement

2. Original Professional Services Agreement with DMC

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19412602.3 a09/13/23

CITY OF YORBA LINDA

PROFESSIONAL SERVICES AGREEMENT
DMC Document and Microfilm Conversion
THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and effective this 19th day of September, 2023 “Effective Date”) by and between the CITY OF YORBA LINDA, a California municipal corporation, (“City”) and Debi McCluskey Companies, DBA; DMC Document and Microfilm Conversion, a California Corporation (“Consultant”). City and Consultant may sometimes herein be referred to individually as a “Party” and collectively as the “Parties.”
SECTION 1. SERVICES.

Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Services, attached hereto as Exhibit A and incorporated herein by this reference (the “Services”). Consultant will perform subsequent task orders as requested by the Contract Administrator (as defined below), in accordance with the Scope of Services. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, this Agreement shall prevail.

1.1 Term of Services. The term of this Agreement shall begin on September 19, 2023 and shall end on September 19, 2024 unless the term of this Agreement is otherwise terminated or extended as provided for in Section 8. The time provided to Consultant to complete the Services required by this Agreement shall not affect City’s right to terminate this Agreement, as provided for in Section 8.

1.2 Standard of Performance. Consultant represents and warrants that Consultant is a provider of first class work and services and Consultant is experienced in performing the Services contemplated herein and, in light of such status and experience, Consultant shall perform the Services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession and to the sole satisfaction of the Contract Administrator.

1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform the Services pursuant to Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons.

1.4 Time. Consultant shall devote such time to the performance of the Services pursuant to this Agreement as may be reasonably necessary to satisfy Consultant’s obligations hereunder.

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1.5 Authorization to Perform Services. Consultant is not authorized to perform any of the Services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator.

1.6 Warranty. By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the Services, (ii) has carefully considered how the Services should be performed, and (iii) fully understands the facilities, difficulties, and restrictions attending performance of the Services.

SECTION 2. COMPENSATION.

City hereby agrees to pay Consultant a sum not to exceed one hundred twenty thousand dollars and no cents ($120,000.00) notwithstanding any contrary indications that may be contained in Consultant’s proposal, for the Services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Exhibit A, regarding the amount of compensation, this Agreement shall prevail. City shall pay Consultant for the Services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for the Services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized in advance by City, Consultant shall not bill City for duplicate services performed by more than one person.

2.1 Invoices. Consultant shall submit invoices monthly during the term of this Agreement, based on the cost for the Services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information:
a. Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.;
b. The beginning and ending dates of the billing period; c. A “Task Summary” containing the original contract amount, the amount of prior billings, the total due this period, the balance available under this Agreement, and the percentage of completion;
d. At City’s option, for each item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person performing the Services, the hours spent by each person, a brief description of the Services, and each reimbursable expense; e. The total number of hours of work performed under this Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing the Services hereunder necessary to complete the Services described in Exhibit A; f. Receipts for expenses to be reimbursed;
g. The Consultant Representative’s signature.

Invoices shall be submitted to:

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City of Yorba Linda
Attn: Accounts Payable
4845 Casa Loma Ave
Yorba Linda, CA 92886

2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for the Services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have thirty (30) days from the receipt of an invoice that complies with all of the requirements above to pay Consultant.

2.3 Retention of Funds, Final Payment. Consultant hereby authorizes City to retain and deduct from any amount payable to Consultant not exceeding five percent (5%) of the total compensation. The retained funds shall be paid to Consultant within sixty (60) days after final acceptance of the Services by the City and after Consultant has furnished City with full release of all undisputed payments under this Agreement. In the event there are any claims specifically excluded by Consultant from the operation of the release, City may retain proceeds of up to one hundred fifty percent (150%) of the amount in dispute. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of Consultant to insure, indemnify, and protect City as provided in this Agreement. City shall pay the last five percent (5%) of the total amount due pursuant to this Agreement within sixty (60) days after completion of the Services and submittal to City of a final invoice, if all of the Services required have been satisfactorily performed.

2.4 Total Payment. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering the Services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement.

In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entirety of the Services performed pursuant to this Agreement, unless this Agreement is modified in writing prior to the submission of such an invoice.

2.5 Hourly Fees. Fees for the Services performed by Consultant on an hourly basis shall not exceed the amounts shown on the fee schedule included with Exhibit A.

2.6 Reimbursable Expenses. Reimbursable expenses are included within the maximum amount of this Agreement.

2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any federal or state taxes.

2.8 Payment upon Termination. In the event that City or Consultant terminates this Agreement pursuant to Section 8, City shall compensate Consultant for all outstanding costs and reimbursable expenses incurred for Services satisfactorily completed and for reimbursable expenses as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs and reimbursable expenses incurred to that date.

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SECTION 3. FACILITIES AND EQUIPMENT.

Except as otherwise provided, Consultant shall, at its sole cost and expense, provide all facilities and equipment necessary to perform the services required by this Agreement. City shall make available to Consultant only physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant’s use while consulting with City employees and reviewing records and the information in possession of City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be required to furnish any facility or equipment that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities.

SECTION 4. INSURANCE REQUIREMENTS.

Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure the types and amounts of insurance listed below and provide certificates of insurance, indicating that Consultant has obtained or currently maintains insurance that meets the requirements of this Section and which is satisfactory, in all respects, to City. Consultant shall maintain the insurance policies required by this Section throughout the term of this Agreement.

The cost of such insurance shall be included in Consultant’s compensation. Consultant shall not allow any subcontractor, consultant or other agent to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. Consultant acknowledges the insurance policy must cover inter-insured suits between City and other insureds. Consultant agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which Consultant may be held responsible for the payment of damages to any persons or property resulting from Consultant activities or the activities of any person or persons for which Consultant is otherwise responsible nor shall it limit Consultant’s indemnification liabilities as provided in Section 5.

4.1 Workers’ Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for any and all persons employed directly or indirectly by Consultant pursuant to the provisions of the California Labor Code. Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident, ONE MILLION DOLLARS ($1,000,000.00) disease per employee, and ONE MILLION DOLLARS ($1,000,000.00) disease per policy. In the alternative, Consultant may rely on a selfinsurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the California Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or Consultant, if a program of selfinsurance is provided, shall waive all rights of subrogation against City and its officers, officials, employees, and authorized volunteers for loss arising from the Services performed under this Agreement.

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4.2 Commercial General and Automobile Liability Insurance. a. General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage, for risks associated with the Services contemplated by this Agreement, TWO MILLION DOLLARS ($2,000,000.00) general aggregate, and TWO MILLION DOLLARS ($2,000,000.00) products/completed operations aggregate. If a Commercial General Liability Insurance or an Automobile Liability Insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the Services to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from the Services contemplated under this Agreement, including the use of hired, owned, and non-owned automobiles.
b. Minimum Scope of Coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 2, 8, and 9. No endorsement shall be attached limiting the coverage. c. Additional Requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy:
(i) The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis.
(ii) Any failure of Consultant to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers.

4.3 Professional Liability Insurance.
a. General Requirements. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing the Services pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals’ errors and omissions.

Any deductible or self-insured retention shall be shown on the Certificate. If the deductible or self-insured retention exceeds TWENTY-FIVE THOUSAND DOLLARS ($25,000), it must be approved in writing by City.
b. Claims-Made Limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form:
(i) The retroactive date of the policy must be shown and must be no later than the commencement of the Services.

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(ii) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after the expiration or termination of this Agreement or completion of the Services, so long as commercially available at reasonable rates. (iii) If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the Effective Date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five (5) years after the expiration or termination of this Agreement or the completion of the Services. Such continuation coverage may be provided by one of the following: (1) renewal of the existing policy; (2) an extended reporting period endorsement; or (3) replacement insurance with a retroactive date no later than the commencement of the Services under this Agreement. City shall have the right to exercise, at Consultant’s sole cost and expense, any extended reporting provisions of the policy, if Consultant cancels or does not renew the coverage.
(iv) A copy of the claim reporting requirements must be submitted to City prior to the commencement of the Services under this Agreement.

4.4 All Policies Requirements.
a. Acceptability of Insurers. All insurance required by this Section is to be placed with insurers with a Bests’ rating of no less than A:VII and admitted in California. b. Verification of Coverage. Prior to beginning the Services under this Agreement, Consultant shall furnish City with certificates of insurance, additional insured endorsement or policy language granting additional insured status complete certified copies of all policies, including complete certified copies of all endorsements. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. The certificate of insurance must include the following reference:
«Contract_Title». The name and address for additional insured endorsements, certificates of insurance and notice of cancellation is: City of Yorba Linda, 4845 Casa Loma Ave, Yorba Linda, CA 92886. City must be endorsed as an additional insured for liability arising out of ongoing and completed operations by or on behalf of Consultant.
c. Notice of Reduction in or Cancellation of Coverage. Consultant shall provide written notice to City within ten (10) working days if: (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; or (3) the deductible or self insured retention is increased. In the event any of said policies of insurance are cancelled, Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 4 to the Contract Administrator.
d. Additional Insured; Primary Insurance. City and its officers, employees, agents, and authorized volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of the Services performed by or on behalf of Consultant, including the insured’s general supervision of Consultant; products and completed operations of Consultant, as applicable; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by Consultant in the course of providing the Services pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded

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to City or its officers, employees, agents, or authorized volunteers. The insurance provided to City as an additional insured must apply on a primary and non-contributory basis with respect to any insurance or self-insurance program maintained by City. Additional insured status shall continue for one (1) year after the expiration or termination of this Agreement or completion of the Services.

A certified endorsement must be attached to all policies stating that coverage is primary insurance with respect to City and its officers, officials, employees, and volunteers, and that no insurance or self-insurance maintained by City shall be called upon to contribute to a loss under the coverage.
e. Deductibles and Self-Insured Retentions. Consultant shall obtain the written approval of City for the self-insured retentions and deductibles before beginning any of the Services.

During the term of this Agreement, only upon the prior express written authorization of the Contract Administrator, Consultant may increase such deductibles or selfinsured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them.
f. Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
g. Variation. The Contract Administrator may, but is not required to, approve in writing a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not commercially available, or that City’s interests are otherwise fully protected.

4.5 Remedies. In addition to any other remedies at law or equity City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option, exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant’s breach:
a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement; b. Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or c. Terminate this Agreement.

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SECTION 5. INDEMNIFICATION.

5.1 Indemnification for Professional Liability. Where the law establishes a professional standard of care for performance of the Services, to the fullest extent permitted by law, Consultant shall indemnify, protect, defend (with counsel selected by City), and hold harmless City and any and all of its officers, employees, officials, volunteers, and agents from and against any and all claims, losses, costs, damages, expenses, liabilities, liens, actions, causes of action (whether in tort, contract, under statute, at law, in equity, or otherwise) charges, awards, assessments, fines, or penalties of any kind (including reasonable consultant and expert fees and expenses of investigation, costs of whatever kind and nature and, if Consultant fails to provide a defense for City, the legal costs of counsel retained by City) and any judgment (collectively, “Claims”) to the extent same are caused in whole or in part by any negligent or wrongful act, error, or omission of Consultant, its officers, agents, employees, or subcontractors (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this Agreement.

5.2 Indemnification for Other than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Consultant shall indemnify, protect, defend (with counsel selected by City), and hold harmless City, and any and all of its officers, employees, officials, volunteers, and agents from and against any and all Claims, where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Consultant or by any individual or entity for which Consultant is legally liable, including but not limited to officers, agents, employees or subcontractors of Consultant.

5.3 Limitation of Indemnification for Design Professionals. Notwithstanding any provision of this Section 5 to the contrary, design professionals, as that term is defined in Civil Code Section 2782.8, are required to defend and indemnify City only to the extent permitted by Civil Code Section 2782.8. The term “design professional” as defined in Section 2782.8, is limited to licensed architects, licensed landscape architects, registered professional engineers, professional land surveyors, and the business entities that offer such services in accordance with the applicable provisions of the California Business and Professions Code. This Subsection 5.3 shall only apply to Consultant if Consultant is a “design professional” as that term is defined in Civil Code Section 2782.8.

5.4 Limitation of Indemnification. The provisions of this Section 5 do not apply to claims occurring as a result of City’s sole or active negligence. The provisions of this Section 5 shall not release City from liability arising from gross negligence or willful acts or omissions of City or any and all of its officers, officials, employees, and agents acting in an official capacity.

SECTION 6. INDEPENDENT CONTRACTOR.

At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of the Services rendered pursuant to this Agreement and assignment of personnel pursuant to Subsection 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes the Services rendered pursuant to this Agreement.

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The personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Consultant shall not at any time or in any manner represent that it is or any of its officers, employees, or agents are in any manner officers, officials, employees, or agents of City. Consultant shall not incur or have the power to incur any debt, obligation, or liability whatever against City, or bind City in any manner. Except for the fees paid to Consultant as provided in this Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing the Services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing the Services hereunder. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (“PERS”) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits.

SECTION 7. LEGAL REQUIREMENTS.

7.1 Governing Law. The laws of the State of California shall govern this Agreement.

7.2 Compliance with Applicable Laws. Consultant and any subcontractor shall comply with all applicable local, state, and federal laws and regulations applicable to the performance of the work hereunder. Consultant shall not hire or employ any person to perform work within City or allow any person to perform the Services required under this Agreement unless such person is properly documented and legally entitled to be employed within the United States. Consultant acknowledges and agrees that it shall be independently responsible for reviewing the applicable laws and regulations and effectuating compliance with such laws. Consultant shall require the same of all subcontractors.

7.3 Prevailing Wages. Consultant acknowledges and agrees that it shall be independently responsible for reviewing the applicable prevailing wage laws and regulations and effectuating compliance with such laws, including, but not limited to the prevailing wage and related requirements set forth in this Subsection 7.3. Consultant shall bear all risks of payment or non-payment of prevailing wages under California law and/or the implementation of Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law. a. Public Work. Consultant hereby expressly acknowledges and agrees that City has never previously affirmatively represented to Consultant, its employees or agents in writing or otherwise that the Services are not a “public work,” as defined in Section 1720 of the Labor Code. It is agreed by the Parties that, in connection with the development, construction (as defined by applicable law) and operation of the Services, including, without limitation, any public work (as defined by applicable law), if any, Consultant shall bear all risks of payment or nonpayment of state and/or federal prevailing wages and/or the implementation of Labor Code Sections 1726 and 1781, as the same may be enacted, adopted or amended from time to time, and/or any other provision of law. To the extent applicable, City will enforce all penalties required by law for Consultant’s failure to pay prevailing wages.

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b. Labor Code of California. The Consultant’s attention is directed to Division 2, Part 7, Chapter 1 of the Labor Code of the State of California and especially to Article 2 (Wages); and Article 3 (Working Hours), thereof.
(i) In accordance with Sections 1773 and 1773.2 of the Labor Code, City has found and determined the general prevailing rates of wages in the locality in which the public work is to be performed are those determined by the Director of Industrial Relations and available at https://www.dir.ca.gov/OPRL/2022-1/PWD/Southern.html. Copies of the prevailing rates of wages are maintained with City’s principal office and are available to any interested party on request. Consultant shall post a copy of the prevailing rate of per diem wages at each job site. (ii) Consultant is aware of and will comply with the provisions of Labor Code Section 1776, including the keeping of payroll records and furnishing certified copies thereof in accordance with said Section. Pursuant to Labor Code Section 1771.4, Consultant must submit certified payroll records to the Labor Commissioner using the Department of Industrial Relations’ electronic certified payroll reporting (eCPR) system.
(iii) Pursuant to Labor Code Section 1810, it is stipulated hereby that eight (8) hours labor constitutes a legal day’s work hereunder. (iv) Pursuant to Labor Code Section 1815, work performed by employees of contractors in excess of eight (8) hours per day, and 40 hours during any one week, shall be permitted upon public work upon compensation for all hours worked in excess of eight (8) hours per day at not less than 1 ½ times the basic rate of pay. (v) Pursuant to Labor Code Section 1813, it is stipulated hereby that Consultant shall, as a penalty to City, forfeit twenty-five dollars ($25) for each worker employed in the execution of this Agreement by Consultant or by any subcontractor hereunder for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one (1) calendar week in violation of the provisions of Article 3 (commencing with Section 1810), Chapter 1, Part 7, Division 2 of the Labor Code.
(vi) Consultant is aware of and will comply with the provisions of Labor Code Sections 1777.5 and 1777.6 with respect to the employment of apprentices. Pursuant to Section 1777.5 it is hereby stipulated that Consultant will be responsible for obtaining compliance therewith on the part of any and all sub-consultants or subcontractors employed by Consultant in connection with this Agreement.
(vii) Pursuant to Labor Code Section 1775, it is hereby stipulated that Consultant shall, as a penalty to City, forfeit not more than two-hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the Director of Industrial Relations for the work or craft in which the worker is employed for the Services by Consultant or any sub-consultant or subcontractor. c. Bidding Eligibility. Pursuant to Labor Code Section 1771.1, no contractor or subcontractor (or consultant or subconsultant) may be listed on a bid proposal for a public works project unless registered with the Department of Industrial Relations.

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d. DIR Monitoring. Pursuant to Labor Code Section 1771.4, Consultant is hereby notified that this project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.
e. Indemnification Related to Prevailing Wages. Section 5, Indemnification, specifically encompasses Claims arising from or related to (i) the noncompliance by Consultant or any party performing the Services of any applicable local, state, and/or federal law, including, without limitation, any applicable federal and/or state labor laws (including, without limitation, the requirement to pay state prevailing wages and hire apprentices); (ii) the implementation of Labor Code Sections 1726 and 1781, as the same may be amended from time to time, or any other similar law; and/or (iii) failure by Consultant or any party performing the Services to provide any required disclosure or identification as required by Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law.

7.4 Licenses and Permits, Fees and Assessments. Consultant represents, warrants, and covenants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions, and perform the Services. Consultant represents, warrants, and covenants to City that Consultant and its employees, agents, and subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions, and perform the Services. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid business licenses from City. Consultant shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for Consultant’s performance of the Services, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed, or imposed against City hereunder.

7.5 Conflicts of Interest, Political Reform Act. Consultant represents, warrants, and covenants that Consultant presently has no interest, direct or indirect, which would interfere with or impair in any manner or degree the performance of Consultant’s obligations and responsibilities under this Agreement. Consultant further agrees that while this Agreement is in effect, Consultant shall not acquire or otherwise obtain any interest, direct or indirect, that would interfere with or impair in any manner or degree the performance of Consultant’s obligations and responsibilities under this Agreement. Consultant acknowledges that pursuant to the provisions of the Political Reform Act (Government Code Section 87100 et seq.), City may determine the Consultant to be a “consultant” as that term is defined by 2 California Code of Regulations Section 18700.3. In the event City makes such a determination, Consultant agrees to complete and file a “Statement of Economic Interest” with the City Clerk to disclose such financial interests as required by City. In such event, Consultant further agrees to require any other person doing work under this Agreement to complete and file a “Statement of Economic Interest” to disclose such other person’s financial interests as required by City.

7.6 Annual Appropriation of Funding. In accord with Article 16 Section 18 of the California Constitution, payment of compensation under this Agreement is contingent upon annual appropriation of funds by City for that purpose. Consultant acknowledges and agrees that to the

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extent that the Services extend beyond one (1) fiscal year, payment for such Services is expressly conditioned on City’s annual appropriation of funds for such Services for each year. If no funds are appropriated then this Agreement shall be terminated. City pledges and agrees to process such appropriation requests annually and in good faith. Nothing in this Subsection shall be construed to limit the right of either Party to terminate this Agreement as provided herein.

SECTION 8. TERMINATION AND MODIFICATION.

8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant.

8.2 Termination by Consultant. Consultant may cancel this Agreement upon 30 days’ written notice to City.

8.3 Consequences of Termination. In the event of termination, Consultant shall be entitled to compensation for the Services performed up to the date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or City in connection with this Agreement.

8.4 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period.

8.5 Amendments. The Parties may amend this Agreement only by a writing signed by all the Parties.

8.6 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant’s unique personal competence, experience, and specialized personal knowledge.

Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in Consultant’s proposal, without prior written approval of the Contract Administrator. In the event that key personnel leave Consultant’s employ, Consultant shall notify City immediately.

8.7 Survival. All obligations arising prior to the expiration or termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the expiration or termination of this Agreement.

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8.8 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall include, but not be limited to, any or all of the following:
a. Immediately terminate this Agreement;
b. Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; c. Retain a different consultant to complete the Services described in Exhibit A; and/or
d. Charge Consultant the difference between the cost to complete the Services described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the Services.

SECTION 9. KEEPING AND STATUS OF RECORDS.

9.1 Records Created as Part of Consultant’s Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of City. Consultant hereby agrees to deliver those documents to City upon the expiration or termination of this Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for City and are not necessarily suitable for any future or other use. Any use of such documents for other projects by City shall be without liability to Consultant. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports, and other documents are confidential and will not be released to third parties without prior written consent of both Parties unless required by law. Consultant understands and agrees that it may be required to provide documents to the City to be produced in response to a Public Records Act request.

9.2 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, rights of reproduction, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, test data, survey results, models, renderings, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings, digital renderings, or data stored digitally, magnetically, or in any other medium, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents and Data”). Consultant shall require all subcontractors to agree in writing that City is granted a nonexclusive and perpetual license for any Documents and Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents and Data. Consultant makes no such representation and warranty in regard to Documents and 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 and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.

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9.3 Consultant’s Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for the Services or expenditures and disbursements charged to City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible.

9.4 Inspection and Audit of Records. Any records or documents that Subsection 9.3 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of City.

Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), this Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of City, for a period of three (3) years after final payment under this Agreement.

SECTION 10. MISCELLANEOUS PROVISIONS.

10.1 Attorneys’ Fees. If either Party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing Party shall be entitled to reasonable attorneys’ fees and expenses including costs, in addition to any other relief to which that Party may be entitled; provided, however, that the attorneys’ fees awarded pursuant to this Subsection shall not exceed the hourly rate paid by City for legal services multiplied by the reasonable number of hours spent by the prevailing Party in the conduct of the litigation. The court may set such fees in the same action or in a separate action brought for that purpose.

10.2 Venue. In the event that either Party brings any action against the other under this Agreement, the Parties agree that trial of such action shall be vested exclusively in Orange County.

10.3 Severability. If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected thereby and all other parts of this Agreement shall nevertheless be in full force and effect.

10.4 Section Headings and Subheadings. The section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement.

10.5 No Implied Waiver of Breach. Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting Party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either Party of any default must be in writing

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and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.

10.6 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the Parties.

10.7 Consultant Representative. All matters under this Agreement shall be handled for Consultant by «Consultant_Contact» (“Consultant’s Representative”). The Consultant’s Representative shall have full authority to represent and act on behalf of Consultant for all purposes under this Agreement. The Consultant’s Representative shall supervise and direct the Services, using his 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.

10.8 City Contract Administration. This Agreement shall be administered by a City employee, «Staff_Contact», «Staff_Title» (“Contract Administrator”). All correspondence shall be directed to or through the Contract Administrator or his designee. The Contract Administrator shall have the power to act on behalf of City for all purposes under this Agreement. Unless otherwise provided in this Agreement, Consultant shall not accept direction or orders from any person other than the Contract Administrator or his designee.

10.9 Notices. Any written notice to Consultant shall be sent to:

DMC – Document and Microfilm Conversion
Attn: Mike McClusey
1499 Pomona Road, Unit C
Corona, CA 92882
Any written notice to City shall be sent to the Contract Administrator at:

City of Yorba Linda
4845 Casa Loma Ave
Yorba Linda, CA 92886
Attn: Jim Sowers
with a copy to:

City Clerk
City of Yorba Linda
4845 Casa Loma Ave
Yorba Linda, CA 92886

10.10 Professional Seal. Where applicable in the determination of the Contract Administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled “Seal and Signature of Registered Professional with report/design responsibility,” as in the following example.

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__________________________________________
Seal and Signature of Registered Professional with
report/design responsibility.

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

10.12 Integration. This Agreement, including the scope of services attached hereto and incorporated herein as Exhibit A, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.

10.13 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.

10.14 Execution of Contract. The persons executing this Agreement on behalf of each of the Parties hereto represent and warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other agreement to which said Party is bound.

10.15 Nondiscrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that in the performance of this Agreement there shall be no discrimination against or segregation of, any person or group of persons on account of any impermissible classification including, but not limited to, race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry.

10.16 No Third-Party Beneficiaries. There are no intended third-party beneficiaries under this Agreement and no such other third parties shall have any rights or obligations hereunder.

10.17 Nonliability of City Officers and Employees. No officer, official, employee, agent, representative, or volunteer of City shall be personally liable to Consultant, or any successor in interest, in the event of any default or breach by City or for any amount which may become due to Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.

10.18 No Undue Influence. Consultant declares and warrants that no undue influence or pressure is used against or in concert with any officer or employee of City in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of City shall receive compensation, directly or indirectly, from Consultant, or from any officer, employee, or agent of

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Consultant, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement.

10.19 No Benefit to Arise to City Employees. No member, officer, or employee of City, or their designees or agents, and no public official who exercises authority over or has responsibilities with respect to this Agreement during his/her tenure or for one (1) year thereafter, shall have any interest, direct or indirect, in any agreement or sub-agreement, or the proceeds thereof, for the Services to be performed under this Agreement. [Signatures on Following Page]

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IN WITNESS WHEREOF, the Parties hereto have executed and entered into this Agreement as of the Effective Date.

CITY OF YORBA LINDA
Mark Pulone, City Manager
Attest:

Marcia Brown, City Clerk
Approved as to Form:

Todd Litfin, City Attorney

CONSULTANT
Mike McCluskey, President

Debi McCluskey, COO

[Note: 2 officer’s signatures required if
Consultant is a corporation, unless provided
with a certificate of secretary in-lieu]

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EXHIBIT A.

EXHIBIT A

SCOPE OF SERVICES
Services shall include Award of Contract for DMC and Microfilm Conversion services in the amount not to exceed One hundred twenty thousand and no cents ($120,000.00) as further detailed in the following page(s).

EXHIBIT -4"
fu*{arSiaa
Document Scanning Services
RFP Prepared for:

City of Yorba Linda
Jim Sowers, CBO
Building Official
Attn: Building Department
4845 Casa Loma Avenue
Yorba Linda, CA 92886
(7L4') 96L-7I20
JSowers@vorba li ndaca.sov
Prepared By:

Mike McCluskey
(e51)89E-2800
M lke. lnc@ dmc-i masçlc.gm
t

September L2th,2078
Jim Sowers, CBO
Building Official
City of Yorba Linda
4845 Casa Loma Avenue
Yorba Linda, CA 92886
Dear Mr. Sowers,
DMC is honored to present our response to the RFP for Document Scanning Services for the City of Yorba Linda.

By submitting this proposal, DMC acknowledges we have thoroughly reviewed the RFP and are confident we would be a positive asset to the City of Yorba Linda. Our extensive background with cities positions us favorably with regards to accuracy, quality, and performance.

DMC, formerly known as MCO - Document lmaging Solutions, has provided these exact services to cities like City of Riverside, City of Newport Beach, City of Brea (currently), City of San Bernardino, (Mr. Sowers old stomping ground!) as well as cities through other vendors for whom we perform subcontracting work.

At the end of 2015, MCO agreed to sell part of its scanning production to Metasource. We mistakenly thought the sale to a national corporation would allow us to offer better service and expand our offerings. The reality is, as an Optimally Sized Family Owned Business, we offer much better product and services at a more competitive rate. We have always been quality before quantity. DMC is progressively rebuilding our client base, only this time, we are limiting our customer base to selective clients and we hope to add The City of Yorba Linda to our valued family.

We highly encourage you to call on our references as they will give you confirmation of our dedication to their projects, even the clients who are waiting to come back during their next bid cycle. Another source of work for DMC comes from other vendors. There are very few service bureaus, if any, which provide more subcontracting services than we do. We feel one of our strong points is our understanding of the equipment, the software and how to utilize them to achieve the most accurate and highest quality results possible.

DMC is staffed with quality driven individuals. Our goal is to build lasting long term relationships with our clients. By providing quality service and product, we believe we can continue to earn client loyalty for years to come.

Our staff at DMC sincerely hopes you choose us as your Document Scanning provider so we can demonstrate what a local family owned and operated business has to offer. We are an "Optimally Sized" company! On a personal note, Mike McCluskey grew up in Yorba Linda. Mom still lives there in fact. Lots of great memories in YL.

Thank you for your consideration,
Mike McCluskey
President
(ss1)8s8-2800
mi ke. [email protected]
2

DMC - Document & Microfilm Conversion is a D.B.A of Debi McCluskey Companies (Formerly MCO - Document lmaging Solutions a D.B.A. of McCluskey Companies, lnc.) BusinessEstablished: 1986
California Corporation: L999
DMC owners do not hold any controlling or financial interests in other organizations, nor are we owned.or controlled by another entity (thank goodness, not do¡ng that again) Location: 1499 Pomona Road, Unit C&D Corona CA 92882
-All in-house work is done at this locationContacts
Phone:

Fax:

Website:

Email:

Federal EIN:

State Resale #:

State Certified Small Business #:

DUNS #:

Trade References
Fuji
Panasonic
Scan Optics
Mike McCluskey, President
Debi McCluskey, Chief Operations Officer
(9s1) 898-2800
(9s1) 898-2808
www.dmc-imase.com (u nder construction)
[email protected]
33-0863L61
SREH - 97-57905L
0040226
04-940-7385
Square9 Softworks
NextScan
lndus USA

SCOPE OF SERVICES
B&W, Color, Gray Scale Document Scanning Fuji Certified Processing and Duplication Engineering Drawing Scanning 16MM & 35MM Microfilming Services Microfilm, Mícrofiche, Aperture Card Scanning Microfilm / Digital lmage Retrievalto Paper Data to Digital lmage Conversion
Document Management Software
Fuji Disaster Recovery Services
Digital Microform Scanners
Document Scanners Microform Readers
Wide Format Scanners and Printers Micrographic Supplies Scanning Hardware Repair Service Micrographic Equipment Repair Service ,',Ii" t:i.'rrjltir" ;:J,'lr('r'¡-r':," l';' .r¡;
' 1,1 :¡ í r] | t'l j ¡ "-' t; I i I c.l \ þl !. : . I rt ri t,r.rLi,,i' I r!lt:.:|:."l:Jii:ìlriti.-;]fi¡i,'\r¡{iÌlúi: ìi¡lì!i,41(iLì 3

2. Document ScannÍng ProductÍon Process
DMC has thoroughly reviewed the RFP and will abide by all requirements established. DMC will meet or exceed alljob steps requested by The City of Yorba Linda. The following is our job steps and procedures for typical City type conversion jobs.

2.7 Pick-up / Delivery
Pick-up & Delivery schedules will be arranged according to each client's needs. PU/Delívery is always performed by a DMC employee. DMC maintains currently mandated insurance levels as set forth in the RFP specs.

For each PU/Delivery the drivers will have the proper paperwork identifoing items being delivered or picked up.

Multiple copies will be included as to allow for a copy to be left with the location(s) with whom the PU/Delivery is assigned.

DMC drivers will inventory any/all items being picked up and affix appropriate box lD labels as needed. For deliveries, the driver willverify with location staff all items listed on delivery t¡ckets are present and accounted for.

2.2 Receipt of Materials at DMC Focility
DMC maintains a 4,500 square foot secure facility in Corona CA. DMC's facility is monitored by 24-hour video surveillance and alarm. Facility remains locked during business hours. Visitors sign in when entering our facílity. Video surveillance covers perimeter and interior. We are located Tz mile from the Corona PD and a fire station.

When client documents arrive at our facility they are immediately unloaded and verified against the píck-up slip.

Any discrepancies are documented, production manager is notified and appropriate steps are taken to resolve any discrepancies.

Documents are transferred to the staging area after check in. Documents remain in the staging area until the production manager schedules them to be transferred to the appropriate prep stations. Once the documents enter into the conversion job step process, daily log sheets identify the progress and location of boxes and drawings/maps. At the completion of the conversion process, the documents are transferred to the appropriate disposition storage area.

Documents to be returned to clients are stored in a "Return" area and documents that are to be destroyed are transferred to our destruction holdíng area. Documents for destruction are logged and destruction schedule is determined. Documents in "Return" area will have return paperwork generated and delivery schedules are set. 2,3 Releøse of Documents ¡nto ProductÍon
The Production Manager and Account Manager will collaborate and create the specific Job Steps required to perform a client's conversion project. The Job Step setup allows us to identify each and every process of the conversion.

Scanning parameters, data entry, image quality, additional custom processes and final disposition of scanned images is determined at this stage. From thís point on, any time a staff member is working with client images, the specific Job Steps are guaranteed to be met. This process has helped to eliminate potential confusion at any given stage of a Staff Member trying to remember or guess what the next step is supposed to be. The problem is very common when a paper based job step process is used.
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The production manager will release a Department's documents into production at a designated time. Once released, the documents are inspected and sent to the appropriate Document Prep stat¡ons (Small Document and Wide/Large Document). lf jobs contain small document and wide/large format documents, appropriate targets are generated linking the correct document typesÆiles together.

2.4 Document Prepqration
Our preferred first step in the document prep procedure is to enter the data entry information ¡nto our system according to transmittal or document targets (if sent or visible). Each document set is assigned a unique id for tracking throughout the job. lf the job utilizes a transmittal and we find there are missing documents or extra documents not on the list, we will immed¡ately not¡fy the contact person to rectify the situation. lf the client did not send a transmittal document, we can create one electronically. We give each document lot (typically one plan set, file folder or group of documents) a unique # identifying it both as a part of the lot and as either a "Plan" or "Document". We have our internal transmittals setup to track what each document set contains, plan and docs or? We can modify the transmittals as needed, on a per job basís, to reflect the different tracking requirements of each job. "New File" barcode targets are created using the unique lD assigned. We then separate the documents within each lot according to size, large format or business size documents, because they will go to different machines. Each document set gets targets based on their requirements. lf a document set has plans and docs then 2 targets are created using the same Unique lD but labeled as plans or docs. Next step is to physically prep documents (tape rips, remove staples, flatten folds, etc.). Prepped documents are loaded on tob carts" and transferred to the appropriate scanning station (large format and small format).

Depending on individualjob requirements, additional target data can/will be generated. Targets can be generated from client provided database information, DMC generated database information or manually entered information.
2,5 Document Scanning - Smøll Documents
Production scanning of small/business size documents (up to L1x17) is performed on our Scan Optics SO series 240ppm scanner or Panasonic L50ppm high volume production scanners. The high volume production scanners enable us to have a daíly throughput that rivals the largest service bureaus if needed.

The scan operator performs a general cleaning ofthe scanners optic and paper path at the start oftheir day. On-going scanner maintenance, calibration and cleaning is performed on a regular basis in order to ensure against image degradation due to equipment malfunction
All physical paper will be scanned in duplex format (Front & Back captured at one pass). The pages will be scanned to a 30o DPI Bi-tonal single page Tiff image" All scanned images will be a representat¡on of the original During the scan process the scanners will read the target data and generate the required data entry information on the fly. Double feed detection is performed using ultrasonic sensors virtually eliminating any missed pages. The scanner is also reading the unique lD assigned to each document group. This is used during data entry/QC steps to ensure all documents have been captured.

During the scanning process, we perform our first of 3 image quality checks. Each scanner operator is trained to review the documents being scanned for image quality. lf at any time during the scan session they feel a document 5

doesn't meet the image quality requirements we have established, they will rescan the document as necessary. Should the document be of such poor quality and a better image cannot be attained, a "Poor Quality Original" target is inserted pr¡or to the document in question
After scanning, the files will be placed in the original box in the order received. The boxes will be placed in a designated area until the boxes are scheduled for return to client.

2.6 Document Scanning - Wide / Lørge Format
Wide/Large Format scanning is performed on our WideTEK and KIP scanners. The WideTEK scanners are our primary production scanners as they have the industry leading quality and speed ratings. We have the ability to scan documents up to 48" wide x 30' in black/white, grayscale and color.

The scan operator performs a general cleaning of the scanners optic and paper path at the start of their day' Ongoing scanner maintenance, calibration and cleaning is performed on a regular basis in order to ensure against image degradation due to equipment malfunction
Wide/Large Format documents are scanned in the order they are found in their original configuration. The scanners read the "New File" targets and create each individual multipage file. The additional target data is captured in a secondary process run prior to the 2nd QC and Data Entry step. After scanning, the files will be placed in the original box in the order received.

During the scanning process, we perform our first of 3 image quality checks. Each scanner operator is trained to review the documents being scanned for image quality. lf at any time during the scan session they feel a document doesn't meet the image qualitY
2,7 Scdnned Imøge Quality Control
This step is the designated lmage Quality Control Step. lt's actually the 2nd QC step, first step is performed at the scanners. At this eC step, each scanned image is inspected. The QC station staff first review thumbnails of all the images to identify any obvious image defects. After thumbnail view, all images are inspected full screen, one image at a time' eC staff has the ability to rescan any document they deem necessary. Should a document be of such poor quality and a better image cannot be attained , a "Poor Quality Original" target is inserted prior to the document in question. lmage enhancement processes are run on the image files. Standard image enhancements included in each job include de-skew, de-speckle, and black border removal. Additional enhancements may include punched hole removal, redaction, color dropout, image fit and over 20 other enhancement options' 6

2.8 Data Entry / lndexing / File Naming
Data Entry immediately follows the QC Step. Data Entry field data can be obtained from several methods. The Department specific Data Entry Job Step will have been outlined by the Production and Account managers and the data entry fields and the input methods have been entered into the Capture Data Entry Job Step. lndex data values can be extracted from various methods such as a SQL database, Excel file, Text files, XML files and more. Manual data entry is still a large percentage of the input method but that is slowly changing as more data is found to reside in a client database, and can be extracted automatically.

2.9 Final QC ønd Disposition of Mdteríals
The job is now ready for final QC verification and preparation for return to client. Completed image batches are output per client specifications (ex. PDF, TIFF, Laserfiche Briefcase .lfb, lmages w/ XML, etc.).

Finished batches are checked against their respective work orders/job tickets for format verification.

Documents are boxed or barreled and readied for return on dates established or held for destruction.

Appropriate packing slips, any return media, and original documents are delivered to clients'facility and unJoaded. Driver verifies with client all materials have been accounted for, delivery documents are signed and a copy is left with client.

This concludes the "tout'' of our general Document Scanning process 2,70 QualÍty Assurance Plon / Warrdnty / Guardntee
Always Quølity Beþre Quontíty. Our Quality Assurance Plan can be found throughout the Conversion Process outlined. Our goal is always for our Clients to be completely satisfied with the work we provide. ln the simplest terms, if for some reason the client is unhappy with the quality of work provided, we will correct and provide the quality expected or we will demonstrate to the Client that work provided is the best quality attainable. We have never had a client cancel a job or complain about the quality of our work. lf any problems are identified, without question, we will work to resolve them. DMC is large enough to perform large volumes of quality work but we are small enough to give our clients the personal attention they deserue.
7

2.77 Microform Scannlng - Miuofiche
All formats of microfiche, 16mm or 35mm, are scanned on our NextScan FlexScan 3 in L scanners. Our scanners are fully loaded with microfiche handler, updated Lumintec lighting for unparalleled image quality and updated Nextstar scanning software for increased speed.

Scan procedures start with setting up the job parameters in the Nextstar software, run some sample images and adjust the machine sett¡ngs accordingly. With the addition of the Lumintec lighting the increase in quality has been phenomenal. We scan microforms that are so poor or degraded that most scanners can't even come close to creating an acceptable image. lf the vendor of choice isn't using NextScan products with the Lumintec upgrade then you aren't getting the best possible image. And no, l'm not a paid spokesman for NextScan, they just make us look good and our job easier.

Screen Shot of Flexscan Nextstar Job Setup
When samples are completed and final settings are established the operators can begin scanning. The scan operators' primary responsibility is to keep the machine scanning as much as possible. With the upgraded software and lighting, the operators no longer have to periodically check image quality throughout a shift. The auto exposure improvements from the Lumintec system have an incredible range of auto adjustment. lf you're not scanning with a Nextscan product, you're not getting the best quality images possible' The FlexScan 3 in L scanner comes with a specially designed Ribbon Storage Device (RSD) to enable simultaneous capture and output, maximizing scanner throughput and allowing for QA/Audit during or after the scan, even from multiple workstations.

I

2.72 Scqnned lmøge QuølÍty Control- tmage Extrøction
A very unique feature of the Nextstar software is the Ribbon Scanning function and how it relates to image quality and productivity. NextStar software, with its innovative Ribbon Scanning, was designed to reduce conversion costs while boosting productivity. NextStar allows the user to verifr7 that all images were properly captured, and identifies any image detection or density problems. NextStar then allows the operator to correct those issues in a postscan audit environment. NextStar eliminates the need for rescans resulting from density or frame detect¡on problems, maximizing scanner utilization and productivity. With NextStars superior image quality, handling any density and filming related issues commonly faced in conversion processes is easy, outputting images that actually match your database.

The following screen shot shows the Nextstar Auditor. The blue outline images denote acceptable images, yellow outl¡ne would identify images with potential problems. Auditors will review the yellow boxed images and correct or accept the image. Some images cannot be fixed beyond what was captured. Examples of this issue are images that were filmed with excessive skew or even partial images. We can do a complete "Detected lmage Blackout" to verify all images have been identified and are marked for extraction from ribbon. When the "Detected lmage Blackout,, function is performed, all images that have been detected will turn black and only undetected or questionable images are visible.

Makes for very efficient QC.

Screen Shot of Nextstar Auditor - lmage Frames Detected 9

Screen Shot of Nexstar Auditor - lmage Blackout showing images requiring manual detection The benefit of the lmage Blackout function is that it allows the operators to ensure we are attaining 1'00% image extraction.
10

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Screen Shot of Full Page View and Data Entry Window

2.73 Scanned Image Quality Control- Data Entry
This step is a little different from the similar Job Step in our Scanned lmage Workflow. At this eC step, the extracted images from the Microform are imported into Capture for additional post processing and data entry. The eC stat¡on staff first review thumbnails of all the images to identify any obvious image defects. After thumbnail view, all images are inspected full screen, one image at a time. eC staff has the ability to request a rescan of any document they deem necessary. lmage enhancement processes are run on the image files. Standard image enhancements included in each job include de-skew, de-speckle, and black border removal. Additional enhancements may include punched hole removal, redaction, color dropout, image fit and over 20 other enhancement opt¡ons.

2.74 Data Entry
Data Entry immediately follows the QC Step. Data Entry field data can be obtained from several methods. The client specific Data Entry Job Step will have been outlined by the Production and Account managers and the data entry fields and the input methods have been entered into the Capture Data Entry Job Step (See Graphic Above).

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2.75 Final QC and DisposÍtion of MaterÍøls
The job is now ready for final QC verification and preparation for return to client. Completed image batches are output per client specifications (ex. PDF, TIFF, lmages w/ XML, etc.).

Finished batches are checked against their respective work orders/job tickets for format verification.

Microforms are readied for return on dates established or held for destruction. Original Microforms are returned in the same manner in which they were picked up' Appropriate packing slips, any return media, and original documents are delivered to clients' facility and unloaded. Driver verifies wíth client all materials have been accounted for, delivery documents are signed and a copy is left with client.

2.76 Our Staff
Name Experience Classification
Mike McCluskey 30 years President, Sa les Ad min istration, Production Management, Janitor
DebiMcCluskey 20 years COO, Office Manager, QC Manager
Marv Thomas L3 years Microform Production Manager, Production Software Administrator
Toni Estrada 10 years Document Prep Small Document and Large Format, Large Format Scanning, Small Doc Scanning
Stephanie Martinez 11 years Data Entry, Quality Control, Document Prep Charlotte Martinez LL years Document Prep
Nathan McCluskey 6 years Driver, Data & lT Support, Laserfiche certified support Diana Perez 9 years Document Prep, QC, Data Entry, Scanner Operator Garrett McCluskey 4 years Microform Scanner Operator, Document Scanner Operator Lisa Martinez 5 years Document Prep
L2

3. References
Most of the references are from our MCO period. When MCO officially changed to DMC ín 2Ot7 a majority of our work was for other vendors while we waited for our non-compete to end. We have been very fortunate with our vendor relationships, they have kept us very busy.
o CiW of Riverside Department of Building and Safetv (we are providins services as the subcontractor) Ruth Norris, 951-826-5942, RNORRIS@riversidFc?.qoY
MCO (now DMC) began picking up and converting documents over 10 years ago. MCO scanned and microfilmed the plans and calcs for building and safety. The scans were data entered for import into the City's existing Document Management System (Laserfiche) and microfilm is stored for Archive purposes. MCO also converted the entire Building and Safety microfiche and aperture card library for use in the Cityrs Document Management System, completed job was over 2 million images. MCO created the templates used in the Building and Safety department as Laserfiche was just being implemented at the start of our bid award. ¡ Citv of Brealcurrent DMC and former MCO clientl
Ga briel Li na res, P. 8., C. B. O. 7 1,4-990-77 69, sabriell@ci. brea.ca.us DMC just finished another phase of ongoing conversion of Brea's plans and documents. Documents were scanned and configured for the City's' Laserfiche EDMS
¡ CiW of Newpoft Beach, Planning Department and Department of Building and Safetv (not current contract, waitins for next bid cvcle)
La n ny Kra ge, 949 -644-323 L, LKrgge@ newpoftbeachca. gov MCO would pick up documents on a bi-monthly basis. Paper documents are scanned and indexed and documents are converted to digital and indexed as well. City of Newport has Laserfiche but was responsible for uploading scanned images into their system. MCO did assist in their template creation during the initial implementation of Laserfiche.
r CiW of Dana Point, CiW Clerk {current DMC and former MCO client} Gail Enriquez, City Clerk Specialist (949) 248-9920 [email protected] DMC is currently scanning their microfiche library to PDF. As MCO, we created much of the microfiche we are now scanning
¡ Complete Paperless Solutions CPS (current DMC and former MCO client) Cla u de Sch ott (7 60)522-503 1 [email protected]
DMC (and as MCO) provides microfilm, microfiche and paper scanning services as needed. CPS is a wellestablished Laserfiche reseller in southern California Other clients included City of San Bernardino, City of Hawthorne (current), City of Claremont (current), Riverside County Probation Department (current).

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4. Statement of lnsurance
DMC will comply with the City's insurance and indemnification requirements if awarded bid 14

Price Schedule Updote for City of Yorbo Lindo
Pick up plans once a month, from day of agreement ongoing.

This updated price schedule provided tothe Cityof Yorba Linda has been prepared by:

X
Mike McCluskey
President
DMC - Document & Microfilm Conversion
1499 Pomona Road
UnitC&D
Corona, CA92882
T: (951)898-2800
E : m i ke. mc@d mc-image.com
Document Prep: Target creation, staple removal, page repair, includes pre prep, no post prep required, docs to be shredded. (est. 250 dwgs/hr)
523.s0/hr
Business Size Documents @ 300dpi;B/W, Grayscale, Color $0.12 Engineering/Large Format Size Documents (includes Mylar) @ 300dpi; !!"xI7" up to "E" size, B/W, Grayscale, Color.

Sr..r.o
Data Entry - Standard 2 fields So.2s / fierd
Data Entry - Expanded, addit¡onal fields after first 2 50.15 per field Professional Services - Custom programming, template setup, other no scope technical services. (est. 3-5 hrs for initial setup)
s9s.00/hr
Laserfiche Data formatting, LF Briefcase or Volume N/C
Pickup/Delivery - Assumption will be monthly pickup
Additional pickup/delivery requests
N/c
S18s.oo
Microfilm/Microfiche Scanning - lf needed TBD
15

PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT FOR CONTRACT SERVICES (" Agreement") is made and entered into as of October 1, 2018, by and between the CITY OF YORBA LINDA, a municipal organization organized under the laws of the State of California (" City"), and Debi McCluskey Companies, DBA; DMC Document and Microfilm Conversion, a ( California Corporation) Consultant").

NOW THEREFORE, the parties hereto agree as follows:

SECTION ONE: SERVICES OF CONSULTANT

1. 1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide those services related to document scanning services, as specified in the " Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference ( the " services" or" work"). Consultant warrants that all services will be performed in a competent, professional and satisfactory manner in accordance with the standards prevalent in the industry for such services.

1. 2 Changes and Additions to Scope of Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to, or deducting from said work. No such work shall be undertaken unless a written order is first given by City to Consultant, incorporating therein any adjustment in( i) the Schedule of Compensation, and/ or( ii) the Schedule of Performance, which adjustments are subject to the written approval of the Consultant. It is expressly understood by Consultant that the provisions of this Section 1. 2 shall not apply to services specifically set forth in the Scope of Services or reasonably contemplated therein. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates, and that Consultant shall not be entitled to additional compensation therefor.

1. 3 Familiarity with Work. By executing this Agreement, Consultant warrants that a) it has thoroughly investigated and considered the work to be performed, ( b) it has investigated the nature and factual context of the work and fully acquainted itself with the conditions pertaining to it, (c) it has carefully considered how the work should be performed, and d) it fully understands the facilities, difficulties and restrictions attending performance of the work under this Agreement. Should Consultant discover any latent or unknown conditions materially differing from those inherent in the work or as represented by City, and such latent or unknown condition affects Consultant' s ability to perform the Work for the Contract Sum ( as defined in Section 2. 1 below) Consultant shall immediately inform City of such fact and shall not proceed except at Consultant' s risk until written instructions are received from the Contract Officer( as defined in Section 4.2 hereof).

1. 4 Standard of Performance. Consultant agrees that all services shall be performed in a competent, professional, and satisfactory manner in accordance with the standards prevalent 2284/ 009410- 1001
10434958. 1 a10/ 10/ 18 1-

in the industry, and' that all goods, materials, equipment or personal property included within the services herein shall be of good quality, fit for the purpose intended.

1. 5 Performance to Satisfaction of City. Consultant shall perform all work and tasks comprising the Services to the satisfaction of City within the time specified. If City reasonably determines that any portion of the services is not satisfactory, City shall have the right to take appropriate action, including but not limited to: ( a) meeting with Consultant to review the quality of the work and resolve matters of concern; ( b) requiring Consultant to repeat unsatisfactory work at no additional charge until they are satisfactory; ( c) suspending the delivery of work to Consultant for an indefinite time; ( d) withholding payment; and ( e) terminating this Agreement as hereinafter set forth.

1. 6 Prohibition Against Subcontracting or Assignment. Consultant shall not contract with any entity to perform in whole or in part the work and services required of Consultant herein without the prior express written approval of the City. Neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of the City. Any such prohibited assignment or transfer shall be void.

SECTION TWO: COMPENSATION

2. 1 Contract Sum. For the services rendered pursuant to this Agreement, Consultant shall be compensated in a total amount not to exceed seventy five thousand dollars and no cents 75, 000. 00) ( the " Contract Sum"), except as provided in Section 1. 2. The method of compensation set forth in the Schedule of Compensation may include a lump sum payment upon completion, payment in accordance with the percentage of completion of the services, payment for time and materials based upon Consultant' s rate schedule, but not exceeding the Contract Sum, or such other methods as may be specified in the Schedule of Compensation.

Compensation may include reimbursement at Consultant' s actual cost, without additional overhead or services charge, for actual and necessary expenditures for reproduction costs, transportation expense, telephone expense, and similar costs and expenses when and if specified in the Schedule of Compensation.

2. 2 Method of Payment. Unless otherwise provided in the Schedule of Compensation, Consultant shall submit to City no later than the tenth ( 10th) working day of each month, in the form approved by City, an invoice for services rendered prior to the date of the invoice. Such invoice shall ( 1) describe in detail the services provided, including time and materials, and ( 2) specify each staff member who has provided services and the number of hours assigned to each such staff member. Such invoice shall contain a certification by a principal member of Consultant specifying that the payment requested is for work performed in accordance with the terms of this Agreement. City will pay Consultant for all expenses stated thereon which are approved by City pursuant to this Agreement no later than forty-five ( 45) days after invoices are received by the City.
2284/ 009410- 1001
10434958. 1 al0/ 10/ 18 2-

SECTION THREE: PERFORMANCE SCHEDULE

3. 1 Time of Essence. Time is of the essence in the performance of this Agreement.

3. 2 Schedule of Performance. All services rendered pursuant to this Agreement shall be performed diligently and within a
commercially practicable time period. Extensions to the time period specified in the Schedule of Performance may be approved in writing by the Contract Officer.

3. 3 Force Majeure. The time period specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Consultant, including, but not restricted to, acts of God or of the public enemy, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, acts of any governmental agency other than City, and unusually severe weather, if Consultant shall within ten( 10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the forced delay when and if in his or herjudgment such delay is justified, and the Contract Officer's determination shall be final and conclusive upon the parties to this Agreement.

3. 4 Term. The term of this agreement shall commence on October, 1, 2018 and terminate on September, 30, 2019( initial term). Unless earlier terminated in accordance with Sections 7. 11 or 7. 12 of this Agreement, this Agreement shall continue in full force and effect until completion of the services, except as otherwise provided in the Schedule of Performance.

SECTION FOUR: COORDINATION OF WORK

4. 1 Representative of Consultant. Mike McCluskey is hereby designated as the principal representative ofthe Consultant, authorized to act in its behalf with respect to the work and services specified herein and to make all decisions in connection therewith. A substitution of the designated representative must be approved in advance by the City.

4. 2 Contract Officer. The Contract Officer shall be the IT Manager or such other person as may be designated by the City Manager of City. It shall be Consultant' s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and Consultant shall refer any decisions, which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer.

SECTION FIVE: INSURANCE AND INDEMNIFICATION
Note: The insurance amounts listed herein are general limits and higher limits may be required depending on the nature and risks of the project.] 2284/ 009410- 1001
10434958. 1 a10/ 10/ 18 3-

5. 1 Without limiting Consultant's indemnification obligations, Consultant shall not undertake the services contemplated hereunder until Consultant has obtained all of the insurance required herein from a company or companies acceptable to City, and Consultant shall maintain all such insurance in full force and effect at all times during the term of this License and any extension or renewal thereof. Insurance shall be placed with insurers having a current A.M. Best rating of no less than A-:VII or equivalent or as otherwise approved by City.

5. 2 Consultant shall take out and maintain the following insurance:

5. 2. 1. Workers' Compensation and Employer' s Liability Insurance: Consultant shall cover or insure as required by applicable laws relating to workers' compensation insurance all of its employees performing the services contemplated hereunder, in accordance with the Workers' Compensation and Insurance Act," Division IV of the Labor Code of the State of California and any Acts amendatory thereof. Consultant shall provide worker' s compensation insurance and employer' s liability insurance with limits not less than One Million Dollars 1, 000, 000) each occurrence, One Million Dollars ($ 1, 000, 000) disease policy limit, and One Million Dollars ($ 1, 000, 000) disease each employee. Such policy of workers compensation insurance shall contain the following separate endorsements:
a) " Insurer waives all rights of subrogation against the City of Yorba Linda, its officers, directors, employees, representatives and volunteers." b) " This insurance policy shall not be suspended, voided, reduced in coverage or in limits, cancelled, limited, non- renewed or materially changed for any reason by the insurer until thirty (30) days after receipt by the City of Yorba Linda of a written notice of such cancellation, limitation or reduction of coverage."

5. 2. 2. Commercial General Liability Insurance providing coverage in the following minimum limits:
a) Combined single limit of One Million Dollars ($ 1, 000, 000) per occurrence for Bodily Injury, Personal Injury or Death and Property. b) Damage Coverage shall be at least as broad as Insurance Services Office ( ISO) Commercial General Liability coverage( occurrence Form CG 0001). c) If Commercial General Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the project/ location ( with the ISO CG 2503 or ISO CG 2504, or insurer' s equivalent endorsement provided to City), or the general aggregate limit shall be twice the required occurrence limit.

5. 2. 3. Comprehensive Automobile Liability Insurance, including owned, nonowned, leased, hired, and borrowed automobiles and similar vehicles, providing the following minimum limits:
a) Combined single limit of One Million Dollars ($ 1, 000. 000) per occurrence for Bodily Injury or Death and Property Damage. 2284/ 009410- 1001
10434958. 1 a10/ 10/ 18 4-

b) Coverage shall be at least as broad as Insurance Services Office ISO) Business and Auto Coverage ( Form CA 0001) covering any auto.

5. 2.4. Professional Liability: Consultant shall provide coverage appropriate to the Consultant' s profession covering Consultant' s wrongful acts, negligent actions, errors or omissions. The retroactive date ( if any) is to be no later than the effective date of this Agreement.

Consultant shall maintain such coverage continuously for a period of at least three years after the completion ofthe contract work. Consultant shall purchase a one- year extended reporting period i) ifthe retroactive date is advanced past the effective date of this Agreement; ii) ifthe policy is canceled or not renewed; or iii) if the policy is replaced by another claims- made policy with a retroactive date subsequent to the effective date of this Agreement. The limits shall be no less than$ 1, 000, 000 per claim and annual aggregate.

5. 3 Endorsements: The policies of liability insurance provided for in Paragraphs

5. 2.2 through 5. 2.4 shall specify that this specific Agreement is insured and that coverage for injury to participants resulting from Consultant' s activities is not excluded, and shall be in a form satisfactory to City and contain the following separate endorsements:
a) " The City of Yorba Linda, its officers, directors, employees, representatives and volunteers, are declared to be additional insureds on all of the above policies with respects to the operations and activities of the named insured at or from the premises of the City of Yorba Linda. The coverage shall contain no special limitations on the scope of protection afforded to the City of Yorba Linda, its officers, directors, employees, representatives and volunteers."
b) " This insurance policy shall not be suspended, voided, reduced in coverage or in limits, canceled, limited, non-renewed, or materially changed for any reason until thirty( 30) days after receipt by the City of Yorba Linda of a written notice of such cancellation, limitation or reduction of coverage." c) " This insurance policy is primary insurance and no insurance held or owned by the designated additional insureds shall be called upon or looked to cover a loss under said policy; the City of Yorba Linda shall not be liable for the payment of premiums or assessments on this policy."
d) " Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City of Yorba Linda, its officers, directors, employees, representatives, or volunteers." e) " This insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer' s liability."

5. 4 Evidence of Coverage: Consultant shall at the time of the execution of the Agreement present to City the original policies of insurance required by this Section 5 or a certificate of the insurance, with separate endorsements ( Insurance Services Office Form CG 2026, or equivalent), showing the issuance of such insurance and the additional insured and other provisions and endorsements required herein and copies of all endorsements signed by the 2284/ 009410- 1001
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insurer' s representative. All policies shall contain the Consultant' s name and location of the Premises on the certificate. At least thirty ( 30) days prior to the expiration of any such policy, a signed complete certificate of insurance, with all endorsements provided herein, showing that such insurance coverage has been renewed or extended, shall be filed with City. Consultant' s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer' s liability.

5. 5 Review of Coverage: City shall have the right at any time to review the coverage, form, and limits of insurance required under this Agreement. If, in the sole and absolute discretion of City, the insurance provisions in this Agreement do not provide adequate protection for City, City shall have the right to require Consultant to obtain insurance sufficient in coverage, form and limits to provide adequate protection and Consultant shall promptly comply with any such requirement. City' s requirements shall not be unreasonable, but shall be adequate in the sole opinion of City to protect against the kind and extent of risks which may exist at the time a change of insurance is required, or thereafter.

5. 6 Deductibles: Any and all deductibles must be declared and approved by City prior to execution of this Agreement.

5. 7 Agreement Contingent Upon Coverage: Notwithstanding any other provision of this Agreement, this Agreement shall be null and void at all times when the above- referenced original policies of insurance or Certificate of Insurance or Renewal Certificates or Endorsements are not on file with City.

5. 8 Workers' Compensation Insurance. By his/ her signature hereunder, Consultant certifies that he/ she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and he/ she will comply with such provisions before commencing the performance of the work of this Agreement. To the extent required by law, Consultants and subcontractors will keep Workers' Compensation Insurance for their employees in effect during all work covered by this Agreement. In the event Consultant has no employees requiring Consultant to provide Workers' Compensation Insurance, Consultant shall so certify to the City in writing prior to the City's execution of this Agreement.

The City shall not be responsible for any claims in law or equity occasioned by failure of the Consultant to comply with this section or with the provisions of law relating to Worker' s Compensation.

5. 9 Indemnification. Consultant shall indemnify, defend, and hold City and City' s agents, officers, and employees (" City Personnel") harmless from and against any and all actions, suits, claims, demands, judgments, attorney' s fees, costs, damages to persons or property, losses, penalties, obligations, expenses or liabilities ( herein " claims" or " liabilities") that may be asserted or claimed by any person or entity arising out of the negligence, recklessness, or willful misconduct of Consultant, its employees, agents, representatives or subcontractors in the performance of any tasks or services for or on behalf of City, whether or not there is concurrent active or passive negligence on the part of City and/ or City Personnel, but excluding such claims or liabilities arising from the sole active negligence or willful misconduct of City or City Personnel. In connection therewith:
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5. 9. 1. Consultant shall defend any action or actions filed in connection with any such claims or liabilities, and shall pay all costs and expenses, including attorney' s fees incurred in connection therewith.

5. 9. 2. Consultant shall promptly pay any judgment rendered against City or any City Personnel for any such claims or liabilities.

5. 9. 3. In the event City and/ or any City Personnel is made a party to any action or proceeding filed or prosecuted for any such damages or other claims arising out of or in connection with the negligence, recklessness, or willful misconduct of Consultant, Consultant shall pay to City any and all costs and expenses incurred by City or City Personnel in such action or proceeding, together with reasonable attorney' s fees and expert witness fees.

SECTION SIX: RECORDS, REPORTS AND INTELLECTUAL PROPERTY.

6. 1 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning Consultant' s performance of the services required by this Agreement as the Contract Officer shall require.

6. 2 Records. Consultant shall keep such books and records as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the cost and the performance of such services. Books and records pertaining to costs shall be kept and prepared in accordance with generally accepted accounting principles. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records.

6. 3 Ownership of Documents and Data. All original drawings, specifications, reports, records, data, documents and other materials, whether in hard copy or electronic form, which are prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement, shall be the property of City and shall be delivered to City upon termination of this Agreement or upon the earlier request of the Contract Officer, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder. Consultant shall cause all subcontractors to assign to City any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages suffered thereby.

Note: The Following Paragraph Is Applicable Only To Agreements for the design ofpublic improvements.]

6. 4
In the event City or any person, firm or corporation authorized by City reuses said documents and materials without written verification or adaptation by Consultant for the specific purpose intended and causes to be made or makes any changes or alterations in said documents and materials, City hereby releases, discharges, and exonerates Consultant from liability resulting from said change. The provisions of this clause shall survive the completion of this Contract and shall thereafter remain in full force and effect.

6. 5
Intellectual Property and Proprietary Information.
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6. 5. 1. Proprietary Information. All proprietary information developed specifically for City by Consultant in connection with, or resulting from, this Agreement, including but not limited to inventions, discoveries, improvements, copyrights, patents, maps, reports, textual material, or software programs, but not including Consultant's underlying materials, software, or know-how, shall be the sole and exclusive property of City, and are confidential and shall not be made available to any person or entity without the prior written approval of City. Consultant agrees that the compensation to be paid pursuant to this Agreement includes adequate and sufficient compensation for any proprietary information developed in connection with or resulting from the performance of Consultant' s services under this Agreement. Consultant further understands and agrees that full disclosure of all proprietary information developed in connection with, or resulting from, the performance of Services by Consultant under this Agreement shall be made to City, and that Consultant shall do all things necessary and proper to perfect and maintain ownership of such proprietary information by City.

6. 5. 2. Reproduction Rights. Any and all patents and copyrights that arise from the services or the creation of work in carrying out this Agreement shall be vested in City, and Consultant hereby agrees to relinquish all claims to such copyrights in favor of City.

6. 5. 3. Use of Patented Materials. Consultant shall assume all costs arising from the use of patented or copyrighted materials, including but not limited to equipment, devices, processes, and software programs, used or incorporated in the Services performed by Consultant under this Agreement. Consultant shall indemnify, defend, and save City harmless from any and all suits, actions or proceedings of every nature for or on account of the use of any patented or copyrighted materials.

SECTION SEVEN: RELEASE OF INFORMATION/ CONFLICTS OF INTEREST.

7. 1 Confidentiality. All information gained by Consultant in performance of this Agreement shall be considered confidential and shall not be released by Consultant without City' s prior written authorization. Consultant, its officers, employees, agents, or subcontractors, shall not without written authorization from the City Manager or unless requested by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories, or other information concerning the work performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court order shall not be considered " voluntary" provided Consultant gives City notice of such court order or subpoena.

7.2 Release of Confidential Information. Consultant shall promptly notify City should Consultant, its officers, employees, agents, or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions, or other discovery request, court order, or subpoena from any person or party regarding this Agreement and the work performed hereunder or with respect to any project or property located within the City. City retains the right, but has no obligation, to represent Consultant and/ or be present at any deposition, hearing, or similar proceeding. Consultant agrees to cooperate fully with City and to provide the opportunity to review any response to discovery requests provided by Consultant. However, City' s right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. 2284/009410- 1001
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7. 3 Conflicts of Interest Prohibited. Consultant covenants that neither he/ she nor any officer or principal of their firm have any interest in, or shall acquire any interest, directly or indirectly, which will conflict in any manner or degree with the performance of their services hereunder. Consultant further covenants that in the performance of this Agreement, no person having such interest shall be employed by them as an officer, employee, agent, or subcontractor.

Consultant further covenants that Consultant has not contracted with nor is performing any services, directly or indirectly, with any developer( s) and/ or property owner( s) and/ or firm( s) and/ or partnership( s) owning property in the City or the study area and further covenants and agrees that Consultant and/ or its subcontractors shall provide no service or enter into any agreement or agreements with a/ any developer( s) and/ or property owner( s) and/ or firm( s) and/ or partnership( s) owning property in the City or the study area prior to the completion of the work under this Agreement.

7. 4 Covenant Against Contingent Fee. Consultant covenants that neither it nor any of its officers, employees, agents or representatives employed or retained any company or person, other than a bona fide employee working for Consultant, to solicit or secure this Agreement.

Consultant further covenants that neither it nor any of its officers, employees, agents or representatives has paid or agreed to pay any company or person, other than a bona fide employee of Consultant, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this provision, City shall have the right to annul this agreement without liability, or, at its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fees, gift, or contingent fee.

SECTION EIGHT: LEGAL RELATIONS AND RESPONSIBILITIES.

8. 1 Compliance with Law. Consultant shall keep itself fully informed of all existing and future state and federal laws and all county and city ordinances and regulations which in any manner affect those employed by it or in any way affect the performance of services pursuant to this Agreement. Consultant shall at all times observe and comply with all such laws, ordinances, and regulations and shall be responsible for the compliance of all work and services performed by or on behalf of Consultant.

8. 2 Licenses, Permits, Fees and Assessments. Except as otherwise specified herein, Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the performance ofthe services required by this Agreement.

8. 3 Covenant Against Discrimination. The Consultant covenants that, by and for itself, its heirs, executors, assigns and all persons claiming under or through them, that there shall be no discrimination against, or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the performance of this Agreement.
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8. 4 Independent Contractor. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise, or a joint venturer, or a member of any joint enterprise with Consultant. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. Neither Consultant nor any of Consultant' s employees shall, at any time, or in any way, be entitled to any sick leave, vacation, retirement, or other fringe benefits from City; and neither Consultant nor any of its employees shall be paid by City time and one- half for working in excess of forty ( 40) hours in any one week. City is under no obligation to withhold State and Federal tax deductions from Consultant' s compensation.

Neither Consultant nor any of Consultant's employees shall have any property right to any position, or any of the rights an employee may have in the event of termination of this Agreement.

8. 5 Non- liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount that may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.

8. 6 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California.

Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Orange, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action.

8. 7 Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefor.

The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten ( 10) days of service of such notice and completes the cure of such default within forty- five ( 45) days after service of the notice, or such longer period as may be permitted by the Contract Officer; provided that if the default is an immediate danger to the health, safety and general welfare, City may take such immediate action as City deems warranted. Compliance with the provisions of this section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City's right to terminate this Agreement without cause pursuant to Section 8. 11.

8. 8 Retention of Funds. City may withhold from any monies payable to Consultant sufficient funds to compensate City for any losses, costs, liabilities, or damages it reasonably believes were suffered by City due to the default of Consultant in the performance of the services required by this Agreement.

8. 9 Waiver. No delay or omission in the exercise of any right or remedy of a non defaulting party on any default shall impair such right or remedy or be construed as a waiver.

City' s consent or approval of any act by Consultant requiring City' s consent or approval shall not 2284/ 009410- 1001
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be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Consultant. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.

8. 10 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.

8. 11 Termination Prior To Expiration of Term. This section shall govern any termination of this Agreement, except as specifically provided in the following Section 8. 12 for termination for cause. City reserves the right to terminate this Agreement at any time, with or without cause, upon ten ( 10) days' written notice to Consultant. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 8. 8.

8. 12 Termination for Default of Consultant. If termination is due to the failure of Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 8. 7, take over work and prosecute the same to completion by contract or otherwise, and Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated ( provided that City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to Consultant for the purpose of setoff or partial payment of the amounts owed City as previously stated in Section 8. 8.

8. 13 Attorney' s Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney' s fees, whether or not the matter proceeds to judgment.

8. 14 Safety. The Consultant shall execute and maintain his/her work so as to avoid injury or damage to any person or property. The Consultant shall comply with the requirements of the specifications relating to safety measures applicable in particular operations or kinds of work. In carrying out his/her work, the Consultant shall at all times 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, and be in compliance with all applicable federal, state and local statutory and regulatory requirements including California Department of Industrial Relations ( Cal/OSHA) regulations; and the U. S. Department of Transportation Omnibus Transportation Employee Testing Act.

8. 15 Compliance with California Unemployment Insurance Code Section 1088. 8. If Consultant is a sole proprietor, then prior to signing the Agreement, Consultant shall provide to 2284/ 009410- 1001
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City a completed and signed Form W-9, Request for Taxpayer Identification Number and Certification. Consultant understands that pursuant to California Unemployment Insurance Code section 1088. 8, City will report the information from Form W- 9 to the State of California Employment Development Department, and that the information may be used for the purposes of establishing, modifying, or enforcing child support obligations, including collections, or reported to the Franchise Tax Board for tax enforcement purposes.

8. 16 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 defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

8. 17 Unauthorized Use of City' s Name. Except as required by law or with the prior written consent of City (which consent may be withheld in city's sole and absolute discretion), Consultant shall not use City's name, seal or logo in any marketing materials, magazine, trade paper, newspaper, television or radio production or other similar medium, nor shall Consultant state, imply or in any way represent to any third party that City has endorsed or approved Consultant or any of its services or products.

SECTION NINE: MISCELLANEOUS

9. 1 Notices. Any notice, demand, request, consent, approval, communication either party desires or is required to give the other party or any other person shall be in writing and either served personally or sent by prepaid, first- class mail to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing.

Notices personally delivered or delivered by a document delivery service shall be effective upon receipt. Notices delivered by mail shall be effective at 5: 00 p.m. on the second calendar day following dispatch.

To City: CITY OF YORBA LINDA
Attention: IT Manager
4845 Casa Loma Avenue
Yorba Linda, CA 92886
To Consultant: DMC—Document and Microfilm Conversion
Mike McCluskey
1499 Pomona Rd, Unit C
Corona, CA 92882
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9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason ofthe authorship ofthis Agreement.

9. 3 Integration; Amendment. This Agreement contains the entire understanding ofthe parties herein and supersedes any and all other written or oral understandings as to those matters contained herein, and no prior oral or written understanding shall be of any force or effect with respect to those matters covered thereby. No amendment, change or modification of this Agreement shall be valid unless in writing, stating that it amends, changes or modifies this Agreement, and signed by all the parties hereto.

9.4 Severability. In the event that part of this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or inability to enforce shall not affect any of the remaining portions of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless.

9. 5 Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties.

9. 6 Statutory References. All references in this Agreement to particular statutes, regulations, ordinances, or resolutions of the United States, the State of California, or the County of Orange shall be deemed to include the same statute, regulation, ordinance or resolution as hereafter amended or renumbered, or if repealed, to such other provisions as may thereafter govern the same subject.

9. 7 Special Provisions. Any additional or supplementary provisions or modifications or alterations of this Agreement shall be set forth in Exhibit" D" (" Special Provisions"). In the event of any discrepancy between the provisions of this Agreement and the Special Provisions, Special Provisions shall take precedence and prevail.

SIGNATURES BEGIN ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date first written above.

CITY: CONSULTANT:

CITY OF YORBA LINDA
By:
71/ tJ1 By:

Its: SN, Name: Mike McClus ey
Title: President
7 ATTEST: By:

Name: Debi McCluskey
By:

M/Y)( 1, ALC Cc L`LAc'— Title: COO
Marcia Brown, City Clerk

APPROVED AS TO FORM

RUTAN & TUCKER, LLP
By: /( 96/40"
City Attorney, City of Yorba Linda
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EXHIBIT " A"
rTliMC
Document & Microfilm
Document Scanning Services
RFP Prepared for:

O * * *
i. .:... will 2-.•:,
1" X=4:r
T .:::: 0
F11' m ' 8 I

BIRTHPLACE OF RICHARD NIXON
371h PRESIDENT OF THE

UNITED STATES
1 C000RME° ,
City of Yorba Linda
Jim Sowers, CBO
Building Official
Attn: Building Department
4845 Casa Loma Avenue
Yorba Linda, CA 92886
714) 961- 7120
JSowers@yorbalindaca. gov
Prepared By:

Mike McCluskey
951) 898- 2800
Mike. mc@dmc- image. com
1 DMS

September 12th, 2018
Jim Sowers, CBO
Building Official
City of Yorba Linda
4845 Casa Loma Avenue
Yorba Linda, CA 92886
Dear Mr. Sowers,
DMC is honored to present our response to the RFP for Document Scanning Services for the City of Yorba Linda.

By submitting this proposal, DMC acknowledges we have thoroughly reviewed the RFP and are confident we would be a positive asset to the City of Yorba Linda. Our extensive background with cities positions us favorably with regards to accuracy, quality, and performance.

DMC, formerly known as MCO— Document Imaging Solutions, has provided these exact services to cities like City of Riverside, City of Newport Beach, City of Brea ( currently), City of San Bernardino, ( Mr. Sowers old stomping ground!) as well as cities through other vendors for whom we perform subcontracting work.

At the end of 2015, MCO agreed to sell part of its scanning production to Metasource. We mistakenly thought the sale to a national corporation would allow us to offer better service and expand our offerings. The reality is, as an Optimally Sized Family Owned Business, we offer much better product and services at a more competitive rate. We have always been quality before quantity. DMC is progressively rebuilding our client base, only this time, we are limiting our customer base to selective clients and we hope to add The City of Yorba Linda to our valued family.

We highly encourage you to call on our references as they will give you confirmation of our dedication to their projects, even the clients who are waiting to come back during their next bid cycle. Another source of work for DMC comes from other vendors. There are very few service bureaus, if any, which provide more subcontracting services than we do. We feel one of our strong points is our understanding of the equipment, the software and how to utilize them to achieve the most accurate and highest quality results possible.

DMC is staffed with quality driven individuals. Our goal is to build lasting, long term relationships with our clients. By providing quality service and product, we believe we can continue to earn client loyalty for years to come.

Our staff at DMC sincerely hopes you choose us as your Document Scanning provider so we can demonstrate what a local family owned and operated business has to offer. We are an " Optimally Sized" company! On a personal note, Mike McCluskey grew up in Yorba Linda. Mom still lives there in fact. Lots of great memories in YL.

Thank you for your consideration,
Mike McCluskey
President
951) 898- 2800
mike. mc@dmc- image. com
2 DMC

DMC— Document& Microfilm Conversion is a D. B. A of Debi McCluskey Companies Formerly MCO— Document Imaging Solutions a D. B. A. of McCluskey Companies, Inc.) Business Established: 1986
California Corporation: 1999
DMC owners do not hold any controlling or financial interests in other organizations, nor are we owned or controlled by another entity( thank goodness, not doing that again).

Location: 1499 Pomona Road, Unit C& D Corona CA 92882
All in- house work is done at this locationContacts: Mike McCluskey, President Debi McCluskey, Chief Operations Officer
Phone: 951) 898- 2800
Fax: 951) 898- 2808
Website: www. dmc- image. com ( under construction)
Email: mike. mc@dmc- image. com
Federal EIN: 33- 0863161
State Resale#: SREH— 97- 579051
State Certified Small Business#: 0040226
DUNS#: 04- 940- 7385
Trade References:

Fuji Square9 Softworks
Panasonic NextScan
Scan Optics Indus USA

SCOPE OF SERVICES
Scanning and Data Services Micrographic and Archive Services B& W, Color, Gray Scale Document Scanning Fuji Certified Processing and Duplication Engineering Drawing Scanning 16MM& 35MM Microfilming Services Microfilm, Microfiche, Aperture Card Scanning Microfilm/ Digital Image Retrieval to Paper Data to Digital Image Conversion Fuji Disaster Recovery Services Scanning Hardware& Software Micrographic Equipment& Service Document Management Software Digital Microform Scanners Document Scanners Microform Readers
Wide Format Scanners and Printers Micrographic Supplies Scanning Hardware Repair Service Micrographic Equipment Repair Service 3 DMC

2. Document Scanning Production Process
DMC has thoroughly reviewed the RFP and will abide by all requirements established. DMC will meet or exceed all job steps requested by The City of Yorba Linda. The following is our job steps and procedures for typical City type conversion jobs.

2. 1 Pick- up/ Delivery
Pick- up& Delivery schedules will be arranged according to each client' s needs. PU/ Delivery is always performed by a DMC employee. DMC maintains currently mandated insurance levels as set forth in the RFP specs.

For each PU/ Delivery, the drivers will have the proper paperwork identifying items being delivered or picked up.

Multiple copies will be included as to allow for a copy to be left with the location( s) with whom the PU/ Delivery is assigned.

DMC drivers will inventory any/ all items being picked up and affix appropriate box ID labels as needed. For deliveries, the driver will verify with location staff all items listed on delivery tickets are present and accounted for.

2.2 Receipt of Materials at DMC Facility
DMC maintains a 4, 500 square foot secure facility in Corona CA. DMC' s facility is monitored by 24- hour video surveillance and alarm. Facility remains locked during business hours. Visitors sign in when entering our facility. Video surveillance covers perimeter and interior. We are located 1/2 mile from the Corona PD and a fire station.

When client documents arrive at our facility they are immediately unloaded and verified against the pick- up slip.

Any discrepancies are documented, production manager is notified and appropriate steps are taken to resolve any discrepancies.

Documents are transferred to the staging area after check in. Documents remain in the staging area until the production manager schedules them to be transferred to the appropriate prep stations. Once the documents enter into the conversion job step process, daily log sheets identify the progress and location of boxes and drawings/ maps. At the completion of the conversion process, the documents are transferred to the appropriate disposition storage area.

Documents to be returned to clients are stored in a " Return" area and documents that are to be destroyed are transferred to our destruction holding area. Documents for destruction are logged and destruction schedule is determined. Documents in " Return" area will have return paperwork generated and delivery schedules are set.

2.3 Release of Documents into Production
The Production Manager and Account Manager will collaborate and create the specific Job Steps required to perform a client' s conversion project. The Job Step setup allows us to identify each and every process of the conversion.

Scanning parameters, data entry, image quality, additional custom processes and final disposition of scanned images is determined at this stage. From this point on, any time a staff member is working with client images, the specific Job Steps are guaranteed to be met. This process has helped to eliminate potential confusion at any given stage of a Staff Member trying to remember or guess what the next step is supposed to be. The problem is very common when a paper based job step process is used.
4 DMC

The production manager will release a Department' s documents into production at a designated time. Once released, the documents are inspected and sent to the appropriate Document Prep stations (Small Document and Wide/ Large Document). If jobs contain small document and wide/ large format documents, appropriate targets are generated linking the correct document types/ files together.

2.4 Document Preparation
Our preferred first step in the document prep procedure is to enter the data entry information into our system according to transmittal or document targets ( if sent or visible). Each document set is assigned a unique id for tracking throughout the job. If the job utilizes a transmittal and we find there are missing documents or extra documents not on the list, we will immediately notify the contact person to rectify the situation. If the client did not send a transmittal document, we can create one electronically. We give each document lot (typically one plan set, file folder or group of documents) a unique# identifying it both as a part of the lot and as either a " Plan" or" Document". We have our internal transmittals setup to track what each document set contains, plan and docs or? We can modify the transmittals as needed, on a per job basis, to reflect the different tracking requirements of each job. " New File" barcode targets are created using the unique ID assigned. We then separate the documents within each lot according to size, large format or business size documents, because they will go to different machines. Each document set gets targets based on their requirements. If a document set has plans and docs then 2 targets are created using the same Unique ID but labeled as plans or docs. Next step is to physically prep documents ( tape rips, remove staples, flatten folds, etc.). Prepped documents are loaded on " job carts" and transferred to the appropriate scanning station ( large format and small format).

Depending on individual job requirements, additional target data can/ will be generated. Targets can be generated from client provided database information, DMC generated database information or manually entered information.

2.5 Document Scanning —Small Documents
Production scanning of small/ business size documents ( up to 11x17) is performed on our Scan Optics SO series 240ppm scanner or Panasonic 150ppm high volume production scanners. The high volume production scanners enable us to have a daily throughput that rivals the largest service bureaus if needed.

The scan operator performs a general cleaning of the scanners optic and paper path at the start of their day. On- going scanner maintenance, calibration and cleaning is performed on a regular basis in order to ensure against image degradation due to equipment malfunction
All physical paper will be scanned in duplex format ( Front & Back captured at one pass). The pages will be scanned to a 300 DPI Bi- tonal single page Tiff image. All scanned images will be a representation of the original During the scan process the scanners will read the target data and generate the required data entry information on the fly. Double feed detection is performed using ultrasonic sensors virtually eliminating any missed pages. The scanner is also reading the unique ID assigned to each document group. This is used during data entry/ QC steps to ensure all documents have been captured.

During the scanning process, we perform our first of 3 image quality checks. Each scanner operator is trained to review the documents being scanned for image quality. If at any time during the scan session they feel a document 5 DMC

doesn' t meet the image quality requirements we have established, they will rescan the document as necessary. Should the document be of such poor quality and a better image cannot be attained, a " Poor Quality Original" target is inserted prior to the document in question.

After scanning, the files will be placed in the original box in the order received. The boxes will be placed in a designated area until the boxes are scheduled for return to client.

2.6 Document Scanning— Wide/ Large Format
Wide/ Large Format scanning is performed on our WideTEK and KIP scanners. The WideTEK scanners are our primary production scanners as they have the industry leading quality and speed ratings. We have the ability to scan documents up to 48" wide x 30' in black/ white, grayscale and color.

The scan operator performs a general cleaning of the scanners optic and paper path at the start of their day. Ongoing scanner maintenance, calibration and cleaning is performed on a regular basis in order to ensure against image degradation due to equipment malfunction
Wide/ Large Format documents are scanned in the order they are found in their original configuration. The scanners read the" New File" targets and create each individual multipage file. The additional target data is captured in a secondary process run prior to the 2" d QC and Data Entry step. After scanning, the files will be placed in the original box in the order received.

During the scanning process, we perform our first of 3 image quality checks. Each scanner operator is trained to review the documents being scanned for image quality. If at any time during the scan session they feel a document doesn' t meet the image quality

2. 7 Scanned Image Quality Control
This step is the designated Image Quality Control Step. It' s actually the 2nd QC step, first step is performed at the scanners. At this QC step, each scanned image is inspected. The QC station staff first review thumbnails of all the images to identify any obvious image defects. After thumbnail view, all images are inspected full screen, one image at a time.

QC staff has the ability to rescan any document they deem necessary. Should a document be of such poor quality and a better image cannot be attained, a " Poor Quality Original" target is inserted prior to the document in question.

Image enhancement processes are run on the image files. Standard image enhancements included in each job include de- skew, de- speckle, and black border removal. Additional enhancements may include punched hole removal, redaction, color dropout, image fit and over 20 other enhancement options. 6 DMC

2.8 Data Entry/ Indexing/ File Naming
Data Entry immediately follows the QC Step. Data Entry field data can be obtained from several methods. The Department specific Data Entry Job Step will have been outlined by the Production and Account managers and the data entry fields and the input methods have been entered into the Capture Data Entry Job Step.

Index data values can be extracted from various methods such as a SQL database, Excel file, Text files, XML files and more. Manual data entry is still a large percentage of the input method but that is slowly changing as more data is found to reside in a client database, and can be extracted automatically.

2. 9 Final QC and Disposition of Materials
The job is now ready for final QC verification and preparation for return to client. Completed image batches are output per client specifications ( ex. PDF, TIFF, Laserfiche Briefcase . Ifb, Images w/ XML, etc.).

Finished batches are checked against their respective work orders/ job tickets for format verification.

Documents are boxed or barreled and readied for return on dates established or held for destruction.

Appropriate packing slips, any return media, and original documents are delivered to clients' facility and unloaded. Driver verifies with client all materials have been accounted for, delivery documents are signed and a copy is left with client.

This concludes the" tour" of our general Document Scanning Process.

2.10 Quality Assurance Plan/ Warranty/ Guarantee
Always Quality Before Quantity. Our Quality Assurance Plan can be found throughout the Conversion Process outlined. Our goal is always for our Clients to be completely satisfied with the work we provide. In the simplest terms, if for some reason the client is unhappy with the quality of work provided, we will correct and provide the quality expected or we will demonstrate to the Client that work provided is the best quality attainable. We have never had a client cancel a job or complain about the quality of our work. If any problems are identified, without question, we will work to resolve them. DMC is large enough to perform large volumes of quality work but we are small enough to give our clients the personal attention they deserve.
7 DMC

2. 11 Microform Scanning—Microfiche
All formats of microfiche, 16mm or 35mm, are scanned on our NextScan FlexScan 3 in 1 scanners. Our scanners are fully loaded with microfiche handler, updated Lumintec lighting for unparalleled image quality and updated Nextstar scanning software for increased speed.

Scan procedures start with setting up the job parameters in the Nextstar software, run some sample images and adjust the machine settings accordingly. With the addition of the Lumintec lighting the increase in quality has been phenomenal. We scan microforms that are so poor or degraded that most scanners can' t even come close to creating an acceptable image. If the vendor of choice isn' t using NextScan products with the Lumintec upgrade then you aren' t getting the best possible image. And no, I' m not a paid spokesman for NextScan, they just make us look good and our job easier.

Screen Shot of Flexscan Nextstar Job Setup
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When samples are completed and final settings are established the operators can begin scanning. The scan operators' primary responsibility is to keep the machine scanning as much as possible. With the upgraded software and lighting, the operators no longer have to periodically check image quality throughout a shift. The auto exposure improvements from the Lumintec system have an incredible range of auto adjustment. If you' re not scanning with a Nextscan product, you' re not getting the best quality images possible.

The FlexScan 3 in 1 scanner comes with a specially designed Ribbon Storage Device ( RSD) to enable simultaneous capture and output, maximizing scanner throughput and allowing for QA/ Audit during or after the scan, even from multiple workstations.
8 DMC

2. 12 Scanned Image Quality Control- Image Extraction
A very unique feature of the Nextstar software is the Ribbon Scanning function and how it relates to image quality and productivity. NextStar software, with its innovative Ribbon Scanning, was designed to reduce conversion costs while boosting productivity. NextStar allows the user to verify that all images were properly captured, and identifies any image detection or density problems. NextStar then allows the operator to correct those issues in a postscan audit environment. NextStar eliminates the need for rescans resulting from density or frame detection problems, maximizing scanner utilization and productivity. With NextStars superior image quality, handling any density and filming related issues commonly faced in conversion processes is easy, outputting images that actually match your database.

The following screen shot shows the Nextstar Auditor. The blue outline images denote acceptable images, yellow outline would identify images with potential problems. Auditors will review the yellow boxed images and correct or accept the image. Some images cannot be fixed beyond what was captured. Examples of this issue are images that were filmed with excessive skew or even partial images. We can do a complete " Detected Image Blackout" to verify all images have been identified and are marked for extraction from ribbon. When the " Detected Image Blackout" function is performed, all images that have been detected will turn black and only undetected or questionable images are visible.

Makes for very efficient QC.

Screen Shot of NextstarAuditor— Image Frames Detected
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9 DMC

Screen Shot of Nexstar Auditor— Image Blackout showing images requiring manual detection.

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The benefit of the Image Blackout function is that it allows the operators to ensure we are attaining 100% image extraction.
10

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2.13 Scanned Image Quality Control- Data Entry
This step is a little different from the similar Job Step in our Scanned Image Workflow. At this QC step, the extracted images from the Microform are imported into Capture for additional post processing and data entry. The QC station staff first review thumbnails of all the images to identify any obvious image defects. After thumbnail view, all images are inspected full screen, one image at a time. QC staff has the ability to request a rescan of any document they deem necessary. Image enhancement processes are run on the image files. Standard image enhancements included in each job include de-skew, de- speckle, and black border removal. Additional enhancements may include punched hole removal, redaction, color dropout, image fit and over 20 other enhancement options.

2.14 Data Entry
Data Entry immediately follows the QC Step. Data Entry field data can be obtained from several methods. The client specific Data Entry Job Step will have been outlined by the Production and Account managers and the data entry fields and the input methods have been entered into the Capture Data Entry Job Step ( See Graphic Above). 11 ifiALC

2. 15 Final QC and Disposition of Materials
The job is now ready for final QC verification and preparation for return to client. Completed image batches are output per client specifications ( ex. PDF, TIFF, Images w/ XML, etc.).

Finished batches are checked against their respective work orders/ job tickets for format verification.

Microforms are readied for return on dates established or held for destruction. Original Microforms are returned in the same manner in which they were picked up.

Appropriate packing slips, any return media, and original documents are delivered to clients' facility and unloaded. Driver verifies with client all materials have been accounted for, delivery documents are signed and a copy is left with client.

2. 16 Our Staff
Name Experience Classification
Mike McCluskey 30 years President, Sales Administration, Production Management, Janitor
Debi McCluskey 20 years COO, Office Manager, QC Manager Mary Thomas 13 years Microform Production Manager, Production Software Administrator
Toni Estrada 10 years Document Prep Small Document and Large Format, Large Format Scanning, Small Doc Scanning
Stephanie Martinez 11 years Data Entry, Quality Control, Document Prep Charlotte Martinez 11 years Document Prep
Nathan McCluskey 6 years Driver, Data & IT Support, Laserfiche certified support Diana Perez 9 years Document Prep, QC, Data Entry, Scanner Operator Garrett McCluskey 4 years Microform Scanner Operator, Document Scanner Operator Lisa Martinez 5 years Document Prep
12 DMC

3. References
Most of the references are from our MCO period. When MCO officially changed to DMC in 2017 a majority of our work was for other vendors while we waited for our non- compete to end. We have been very fortunate with our vendor relationships, they have kept us very busy.

City of Riverside Department of Building and Safety( we are providing services as the subcontractor) Ruth Norris, 951- 826- 5942, RNORRIS@riversideca. gov
MCO( now DMC) began picking up and converting documents over 10 years ago. MCO scanned and microfilmed the plans and calcs for building and safety. The scans were data entered for import into the City' s existing Document Management System ( Laserfiche) and microfilm is stored for Archive purposes. MCO also converted the entire Building and Safety microfiche and aperture card library for use in the City' s Document Management System, completed job was over 2 million images. MCO created the templates used in the Building and Safety department as Laserfiche was just being implemented at the start of our bid award.

City of Brea( current DMC and former MCO client)
Gabriel Linares, P. E., C. B. O. 714- 990- 7769, gabriell@ci. brea. ca. us DMC just finished another phase of ongoing conversion of Brea' s plans and documents. Documents were scanned and configured for the City' s' Laserfiche EDMS City of Newport Beach, Planning Department and Department of Building and Safety( not current contract, waiting for next bid cycle)
Lanny Krage, 949- 644- 3231, LKrage@newportbeachca. gov MCO would pick up documents on a bi- monthly basis. Paper documents are scanned and indexed and documents are converted to digital and indexed as well. City of Newport has Laserfiche but was responsible for uploading scanned images into their system. MCO did assist in their template creation during the initial implementation of Laserfiche.

City of Dana Point, City Clerk( current DMC and former MCO client) Gail Enriquez, City Clerk Specialist ( 949) 248- 9920 genriquez@danapoint. org DMC is currently scanning their microfiche library to PDF. As MCO, we created much of the microfiche we are now scanning
Complete Paperless Solutions CPS( current DMC and former MCO client) Claude Schott ( 760) 522- 5031 cshott@cps247. com
DMC( and as MCO) provides microfilm, microfiche and paper scanning services as needed. CPS is a wellestablished Laserfiche reseller in southern California Other clients included City of San Bernardino, City of Hawthorne (current), City of Claremont( current), Riverside County Probation Department( current).
13 DMC

4. Statement of Insurance
DMC will comply with the City' s insurance and indemnification requirements if awarded bid. 14 DMC

Project Assumptions
Potentially 1 or more large pickups for accumulated backlog of plans and docs. This portion of the conversion project may require multiple months to complete. Turn time based on volume and condition of materials.

Anticipate monthly/ quarterly/ annual pickups to maintain negative impact of hard copy plans and docs at the City( schedule to be agreed upon by COYL and DMC). Turn time based on pick up volume.

Microfiche conversion schedule to be determined by COYL and DMC after award of contract.

DMC currently provides" blowback" services for COYL clients requiring information from microfiche, N/ C to COYL. DMC provides exclusive Blowback services for The City of Riverside and City of San Clemente, and as needed for most of the southern CA cities.

Price Schedule
Item Line-_Item Description ' Unit Cost

4. 4; 24cku-piBelivc 125. 00/ trip

2. Standard Document Prep— Current/ good quality documents Included in Scan Costs

3. Out of Scope Document Prep— Old/ poor quality documents or items out of 19. 50/ hour scope specified in RFP/ Quote

4. Document Scanning 300dpi B/ W or Color— Business Size documents up to 0. 05 per image 11x17

5. Document Scanning 300dpi B/ W or Color— Large Format, larger than 11x17 0. 85 per image up to 48" x 60"
per page

7. Document Scanning— Other Quote per job

8. Microfiche Scanning— 16mm ( business size documents) 0. 055 per image

0. 90 min per sheet)

9. Microfiche Scanning— 35mm ( Large Format Drawings) 0. 08 per image

0. 32 min per sheet)

10. Data Entry( standard)— Includes 2 fields 0. 25 per file

11. Data Entry( expanded)— Additional fields after first 2 0. 15 per field This response to The City of Yorba Linda RFP for Document Scanning Services has been prepared by:

X: 1/4////d//i--
Mike McCluskey
President
DMC— Document& Microfilm Conversion
1499 Pomona Road
Unit C& D
Corona, CA 92882
T: ( 951) 898- 2800
E: mike. mc@dmc- image. com
15 DMC

Ordinance No. 2023-1107

ORDINANCE NO. 2023-1107

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF YORBA LINDA REPEALING AND RESTATING CHAPTER 3.04 OF THE YORBA LINDA MUNICIPAL CODE

RELATING TO PURCHASING
WHEREAS, Chapter 3.04 of the Yorba Linda Municipal Code governs the requirements and procedures for purchases made by the City of Yorba Linda; WHEREAS, the Yorba Linda City Council approved a comprehensive update to Chapter 3.04 of the Yorba Linda Municipal Code through the adoption of Ordinance No. 2019-1057; WHEREAS, the Yorba Linda City Council amended Chapter 3.04 of the Yorba Linda Municipal Code to incorporate enhanced language regarding conflicts of interest through the adoption of Ordinance No. 2020-1078; and
WHEREAS, various adjustments to Chapter 3.04 are desired to enhance the efficiency of the City's procurement practices and to clarify areas of uncertainty that have been identified in the existing language found in Chapter 3.04.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF YORBA LINDA DOES HEREBY ORDAIN AS FOLLOWS:

Section 1. Chapter 3.04 Purchasing is hereby repealed in its entirety and restated to read as follows:

CHAPTER 3.04 PURCHASING

3.04.010 Definitions.

Unless otherwise indicated, the following definitions shall apply to all provisions of this chapter:

A. "Act" means the California Uniform Public Construction Cost Accounting Act found at Public Contract Code Section 22000 et seq. as it currently exists or is subsequently amended or superseded.

B. "Alternative Purchasing Procedure" means purchasing supplies, vehicles, services, or equipment when any of the following situations exist: An emergency; no competitive market; competitive bidding already completed; state purchases; or no bids received.

C. "Authorized Contracting Party" means the City official or body provided with authority under this chapter to approve a contract or to make a purchase.

D. "City Manager" means the City Manager or person designated by the City Manager to perform all or some of the duties prescribed in this chapter.

E. "Commission" means the California Uniform Construction Cost Accounting Commission created by Division 2, Part 3, Chapter 2, Article 2 of the California Public

Ordinance No. 2023-1107

Contracts Code (commencing at Section 22010).

F. "Direct Competitive Purchasing Procedure" means a procedure whereby quotes shall be obtained and a Pricing Quote Sheet completed. An agreement between the vendor and the City shall be completed when required.

G. "Emergency" for purposes of Public Projects shall have that meaning provided in Public Contract Code Sections 22035 and 22050. Emergency for all other purchasing purposes means a situation that makes competitive bidding, either formal or informal, impractical, or not in the best interests of the City.

H. "Formal Competitive Purchasing Procedure" means a procedure that meets the requirements of federal, state, and local law, including the Act, this chapter, and any policies and procedures approved by the City Council or City Manager consistent with this chapter. The City Council shall approve plans and specifications for purchases of more than two hundred thousand dollars ($200,000); the project shall be publicly noticed as required by law so all interested vendors may participate; bid packets may be prepared for purchase by vendors; and, the vendor shall be approved by the City Council based on established criteria.

I. "General Services" mean all services performed by persons not in a professional occupation, including, but not limited to, contract services for park, landscape, or road maintenance; electrical and computer repair; building, facility, and vehicle maintenance and repairs; recreation programs; and other similar services, which are not professional services.

J. "Informal Competitive Purchasing Procedure" means that at least three (3) bids or proposals shall be obtained from a Department-maintained vendor list.

K. "Maintenance Work" shall have that meaning provided in Section 22002(d) of the Act, as that Section may be amended from time to time. Maintenance work shall include, but is not limited to the following:

1. Routine, recurring, and usual maintenance work for the preservation or protection of any publicly owned or publicly operated facility. Facility maintenance includes, but is not limited to, roof repairs, heating and air conditioning repairs, plumbing repairs, electrical repairs, and minor repainting.

2. Street and highway maintenance, including utility patching, filling of cracks and potholes, slurry sealing, edge grading, street striping of existing streets, resurfacing of streets and highways at less than one-inch, sign replacement, sidewalk repair, curb and gutter repair, and streetlight and traffic signal repair.

Maintenance work shall not include new street or highway striping or the installation of new streetlights or traffic signals.

3. Storm drain-related maintenance.

4. Landscape maintenance, including mowing, watering, trimming, tree pruning, planting, tree and plant replacement, and irrigation and sprinkler system servicing, retrofit, and repair. Maintenance work shall not include the installation of new

Ordinance No. 2023-1107

landscaping or irrigation and sprinkler system improvements.

5. Vehicle and equipment maintenance and repairs.

L. "Negotiated Contract" shall mean an agreement or written documentation that details terms and conditions of the purchase.

M. "Non-Public Project" shall mean expenditures, which include but are not limited to, those expenditures defined as general services, maintenance work, professional services, supplies, vehicles, and equipment.

N. "Over-The-Counter" shall mean the open market purchasing process that does not require comparative pricing, but rather prudent judgment when ordering goods and services.

0. "Professional Services" means all services performed by persons in a professional occupation, including, but not limited to, consulting and performance services for accounting, auditing, computer support, engineering, architectural, planning, financial, economic, legal, management, environmental, and other similar professional functions which may be necessary for the operation of the City.

P. "Public Project" shall have that meaning provided in Section 22002(c) of the Act, as that Section may be amended from time to time. Maintenance work is not considered a Public Project. A Public Project shall include, but is not limited to, the following:

1. Construction, reconstruction, erection, alteration, renovation, improvement, demolition, and repair work involving any publicly owned, leased, or operated street, highway, facility, real property, or other public work improvement.

2. Roof replacements for publicly owned,leased, or operated facilities.

3. Painting or repainting of any publicly owned, leased, or operated facilities.

Q. "Purchase Order" shall mean the document that is generated by the Purchasing Officer, mailed provided to the vendor named on the Purchase Order, and used to encumber the funds in the financial accounting system.

R. "Purchasing Officer" means the City Manager or his or her designee(s) as provided in Section 3.04.020. Pursuant to Section 3.04.020, the City Manager may change his or her designation at any time.

S. "Purchase Requisition" shall mean the document that is generated byelectronic process initiated by an authorized Department staff member requesting that the Purchasing Officer prepare issue a Purchase Order.

T. "Yorba Linda Vendor" shall mean a local business enterprise whose business address at the point of sale is located within the geographical boundaries of the City and who maintains a valid business license or permit to do business in the City.

Ordinance No. 2023-1107

3.04.020 Purchasing Officer - Position created - Appointment.

There is established the role of a Purchasing Officer. The Purchasing Officer shall be the City Manager or his or her designee(s). If the City Manager designates one or more persons to act in this role, the Purchasing Officer(s) shall serve at the pleasure of the City Manager. The duties of the Purchasing Officer may be combined with those of any other officer(s) or position(s).

3.04.030 Purchasing Officer - Powers and duties.

The Purchasing Officer, in accordance with the policies set forth in this chapter and in any written procedures approved by the City Manager consistent with this chapter, shall have the power to:

A. Purchase or contract for supplies, vehicles, services, and equipment required by the City.

B. Negotiate and recommend to the City Council execution of contracts for the purchase of supplies, vehicles, services, and equipment.

C. Prepare and implement policies and procedures governing the bidding, contracting, purchasing, storing, and disposal of supplies, vehicles, services, and equipment for the City.

D. Prescribe and maintain such forms and electronic systems as may be reasonably necessary for the implementation of this chapter and any other policies and procedures approved by the City Manager consistent with this chapter.

E. Inspect or supervise the inspection of purchased supplies, vehicles, services, and equipment to ensure conformity with any specifications established or required by the City.

F. Transfer among departments any supplies, vehicles, services, and equipment not needed by one such department, but which are necessary for the operation of one or more other departments.

G. Sell any supplies, vehicles, and equipment not needed for public use or that may become unsuitable for their intended use.

H. Work with City Departments to ensure that they develop and maintain any lists of bidders, contractors, or vendors necessary for the operation of this chapter and any other policies and procedures approved by the City Council or the City Manager consistent with this chapter.

3.04.040 Purchasing policies and procedures.

A. The City shall secure supplies, vehicles, services, and equipment at the lowest total cost commensurate with the quality and scope needed, and subject to any limitations imposed by State Law. Notwithstanding the foregoing, the City shall secure professional services based upon demonstrated competence, professional qualifications, and experience. The City may consider cost of professional services

Ordinance No. 2023-1107

if the authorized contracting party determines it to be a relevant factor.

In order to promote the economic health and development of the City, to recognize the amount of sales tax that is returned to the City as a result of the award of a purchase contract for supplies, vehicles, and equipment to a Yorba Linda vendor, to encourage local participation in the procurement process, and to exercise the prudent use of public funds, the City Council may, by minute action, award a bid for non-public projects to a Yorba Linda vendor provided the local bid does not exceed the lowest bid by more than two percent (2%) or five thousand dollars ($5,000), whichever is less. This exception shall not be utilized for any purchase made with federal funds.

B. The Purchasing Officer shall develop, for approval by the City Manager, such policies and procedures as are necessary to implement the provisions of this chapter. The policies and procedures shall be written and implemented in such a way to encourage open and competitive bidding, provide equal opportunity based on merit, make each selection process free of discrimination, provide for efficient and timely acquisition of needed supplies, vehicles, services, and equipment, and provide effective fiscal controls.

C. When purchasing supplies, vehicles, services and equipment, the City shall make use of competitive bidding, either direct, formal, or informal, whenever required by law, this chapter, or any policies and procedures approved by the City Council or the City Manager consistent with this chapter. All real property and equipment leases shall be approved by the City Council.

D. Direct, formal, or informal competitive bidding is not required when an "emergency" is declared pursuant to Sections 3.04.130(A) of this chapter. With respect to emergencies involving Public Projects of sixty thousand dollars ($60,000) or more, however, this waiver of competitive bidding shall last only so long as the emergency exists in the determination of the City Council.

E. Pursuant to Labor Code Section 1771, the City shall pay prevailing wages for certain public projects and maintenance projects of more than one thousand dollars ($1,000). Labor Code Sections 1720 through 1720.9 provides the definition of public projects for prevailing wage purposes. The City Attorney should be consulted when there is a question as to whether prevailing wages apply.

3.04.050 Purchase Requisition procedure.

When using the direct, formal, or informal competitive bidding process for goods and services, departments shall submit to theutilize the established electronic process prescribed by the Purchasing Officer the standard Purchase Requisition form or communicate by other means as may be established by the purchasing rules and regulations.

3.04.060 Purchase orders.

Purchase Orders shall be used as required by the purchasing rules and regulations.

Ordinance No. 2023-1107

3.04.070 Encumbrance of funds.

Except in cases of emergency or in cases where specific authority has been first obtained from the City Manager, the Purchasing Officer shall not issue any Purchase Order unless there exists an unencumbered appropriation in the cost center or fund against which such purchase is to be charged.

3.04.080 Bidding, purchasing, and contracting.

A. $2,500 or less: Any purchase of two thousand five hundred dollars ($2,500) or less may be awarded by a designated mid-management employee responsible for the Public Project or Non-Public Project using the over-the-counter purchasing procedure set forth in Section 3.04.090.

B. $5,000 or less: Any purchase of five thousand dollars ($5,000) or less may be awarded by a designated mid-management employee responsible for the Public Project or Non- Public Project by any direct competitive purchasing procedure set forth in Section 3.04.100.

C. $25,000 or less: Any purchase of twenty-five thousand dollars ($25,000) or less may be awarded by the Director of the department responsible for the Public Project or Non- Public Project by any direct competitive purchasing procedure as set forth in Section 3.04.100.

D. $25,000.01 - $75,000- Non-Public Projects: Any purchase, other than those meeting the definition of Public Project, of more than twenty-five thousand dollars ($25,000), but less than or equal to seventy-five thousand dollars ($75,000) may, except as otherwise provided in this chapter or the Act, be awarded by the City Manager pursuant to the informal competitive purchasing procedure set forth in Section 3.04.110. If all bids received are over seventy-five thousand dollars ($75,000), the City Manager may award the contract in an amount not exceeding eighty thousand dollars ($80,000) to the lowest responsive and responsible bidder, so long as the City Manager also determines that the City's cost estimate for the project was reasonable.

E. $75,000.01 or more - Non-Public Project: Any purchase other than for Public Projects of more than seventy-five thousand dollars ($75,000) shall, except as otherwise provided in this chapter or the Act, be awarded by the City Council pursuant to the formal competitive purchasing procedure set forth in Section

3.04.120.

F. $60,000 or less - Public Project: Any purchase meeting the definition of Public Project of sixty thousand dollars ($60,000) or less may be awarded by the City Manager by any direct competitive purchasing procedure as set forth in Section

3.04.100.

G. $60,000.01 - $200,000 - Public Project: Any purchase meeting the definition of Public Project of more than sixty thousand dollars ($60,000), but less than or equal to two hundred thousand dollars ($200,000) may, except as otherwise provided in this chapter or the Act, be awarded pursuant to the informal competitive purchasing

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procedure set forth in Section 3.04.110. Purchases of more than sixty thousand dollars ($60,000), but less than or equal to one hundred twenty-five thousand dollars ($125,000) may be awarded by the City Manager. Purchases of more than one hundred twenty-five thousand dollars ($125,000), but less than or equal to two hundred thousand dollars ($200,000) shall be awarded by the City Council.

If all bids received are over two hundred thousand dollars ($200,000), the City Council may, by passage of a resolution by a four-fifths (4/5) vote, award the contract, for up to two hundred twelve thousand five hundred dollars ($212,500), to the lowest responsive and responsible bidder, so long as the City Council also determines that the City's cost estimate for the project was reasonable.

From time to time, the Uniform Public Construction Cost Accounting Act is updated to reflect higher purchasing limits. Increased informal competitive purchasing limits, when they occur, shall automatically be incorporated into this Section and Sections

3.04.080(F) and 3.04.080 (H). Such increases shall not automatically increase the threshold in place for City Council approval of public project bid awards, which is currently set at one hundred twenty-five thousand dollars ($125,000) and may only be increased by the City Council.

H. $200,000.01 or more - Public Project: Any purchase meeting the definition of a Public Project of more than two hundred thousand dollars ($200,000) shall, except as otherwise provided in this chapter or the Act, be awarded by the City Council pursuant to the formal competitive purchasing procedure set forth in Section 3.04.120.

I. Purchases Utilizing Federal Funding- Notwithstanding the foregoing, if a purchase utilizes any federal funding, then different dollar amount thresholds apply as follows:

1. For Public Projects, the $60,000 threshold is reduced to $10,000.

2. For Public Projects, the $200,000 threshold shall remain at $200,000, as the current Federal simplified acquisition threshold of $250,000 now exceeds the City's threshold of $200,000.

J. City Engineer Review: The City Engineer shall review the working details, drawings, plans, and specifications prepared for public projects and maintenance work where applicable in the areas of streets, sewers, storm drains, and traffic signals (but not necessarily for parks, buildings, and landscaping) that may affect the engineering design or operation of public improvements and that may bring into question the City's liability for dangerous conditions of public property.

K. City Council Approval: The City Council shall review and approve applicable working details, drawings, plans, and specifications prepared for Public Projects of more than one hundred seventy-fivetwo hundred thousand dollars ($200,000). In the case of a declared emergency pursuant to Section 3.04.130(A), this requirement shall not apply.

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L. Five-Year Term Limitation: In GeneralUnless otherwise approved by the City Council, no agreement or contract shall extend for a period of more than five (5) years, including any optional contract extensions included in the contract terms. At the City Council's discretion, contracts with a longer term may be approved at the time of contract award. This limitation does not apply to software or hardware maintenance or software renewal contracts that only facilitate the continued utilization of existing hardware or software.

The City Manager shall have the authority to sign all contract extensions previously approved by the City Council without the need for the extension to be separately approved by the City Council. However, should Tthe City Council may at its discretion require contract extensions to return for the City Council's approval at the time of contract award, then the City Council approval of the extensions will be required whenever they determine it to be appropriate. This limitation does not apply to software or hardware maintenance or software renewal contracts that only facilitate the continued utilization of existing hardware or software.

3.04.090 Yorba Linda over-the-counter purchasing procedure.

A. Uses of the Yorba Linda Over-the-Counter Purchasing Procedure: This direct purchasing procedure shall be used for purchases of less than $2,500. Comparative pricing is not required but shall be used when practical. Prudent judgment shall be used at all times.

3.04.100 Yorba Linda direct competitive purchasing procedure.

A. Uses of the Yorba Linda Direct Competitive Purchasing Procedure: This direct purchasing procedure shall be used for purchases between $2,500.01 and $25,000 for Non-Public Projects and between $2,500.01 and $60,000 for Public Projects.

B. Solicitation of Informal Quotes: At least three (3) vendors shall be contacted to provide informal quotesbids or proposals.

3.04.110 Yorba Linda informal competitive purchasing procedure.

A. Uses of the Yorba Linda Informal Competitive Purchasing Procedure: This informal purchasing procedure shall be used for purchases between $25,000.01 and $75,000 for non-Public Projects and for purchases between $60,000.01 and $200,000 for Public Projects.

B. Contractor I Vendor List: The using Department shall maintain a vendor/contractor list. For Public Projects only, the list of vendors shall be developed and maintained in accordance with the provisions of Section 22034 of the Act and the criteria promulgated from time to time by the Commission. In particular, during November of each year, City Departments shall submit a written notice to all construction trade journals designated for the City pursuant to Section 22036 of the Act inviting all licensed contractors to submit the name of their firm to the City for inclusion on the City's list of qualified bidders for the following calendar year. City Departments may create a new contractors list starting January 1 of each year and may include any contractor names on this list, but at a minimum all contractors who have properly

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provided the City with the information requested in the written notice. A contractor may have their firm added to the City's contactors list at any time by submitting a written request.

C. Distribution of Notice Inviting Informal Bids or Proposals: Notices inviting informal bids or proposals shall be mailed, emailed, or faxed to the list of qualified contractors and/or trade journals not less than ten (10) calendar days before bids are due. For Non-Public Projects only, a sufficient number of vendors shall be contacted so that at least three (3) vendors or contractors provide informal bids or proposals. If at least three (3) vendors or contractors do not submit informal bids or proposals, the using Department shall provide documentation to the Purchasing Officer as to why at least (3) vendors are not available. For Public Projects only, notices shall be mailed, emailed, or faxed to all contractors for the category of work to be bid, as shown on the list maintained by the using Department. If there is no list of registered contractors maintained by the using Department for the particular category of work to be performed, the notice inviting informal bids shall be sent only to the construction trade journals specified by the Commission pursuant to Section 22036 of the Act.

D. Proprietary Projects or Products: If the Director of the using Department certifies that, to the best of his or her knowledge, the product or service is proprietary in nature and can be obtained only from a limited number of contractors, and that no equivalent products or services are available, the notice inviting informal bids or proposals may be sent exclusively to such vendor(s) or contractor(s).

E. Bid, Proposal, and Contract Documents: The contents and form of the bid documents, request for proposals, and/or contract documents shall be approved by the Director of the using Department, and as needed the City Attorney.

F. Bid or Proposal Submittal: Contractors shall submit their bids or proposals on forms prescribed by the City.

G. No Bids or Proposals Received: If no bids or proposals are received, the authorized contracting party may award the contract by any alternative purchasing procedure.

3.04.120 Formal competitive purchasing procedure.

A. Uses of Formal Competitive Purchasing Procedure: This formal purchasing procedure shall be used for Non-Public Project purchases greater than $75,000, Public Project purchases greater than $200,000 or whenever formal competitive purchasing is otherwise required by this chapter.

B. Required Process: The formal competitive purchasing procedure shall comply with all aspects of federal, state, and local law governing formal competitive bidding, including, but not limited to, the Public Contract Code, Government Code, Labor Code, resolutions of the City Council as may be adopted from time to time, and policies and procedures as the City Council or City Manager may approve from time to time.

C. Distribution of Notice Inviting Formal Bids or Proposals: The notice inviting formal bids

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or proposals shall comply with Section 22037 of the Act, as such section may be amended from time to time. For Public Projects only, the bid process outlined in State law should be followed as it may be updated from time to time. In particular, there are specific notification and publication requirements that must be performed pursuant to the Public Contracts Code. For Non-Public Projects only, using the contractor list maintained in the Department, staff shall prepare and mail, email, or fax formal bid notices or requests for proposals describing the project in specific terms, how to obtain more detailed information and due date and requirements for submission of bids or proposals. Notice must be sent not less than 10 calendar days before bids or proposals are due. If at least three vendors or contractors do not submit bids or proposals, the department shall provide documentation to the Purchasing Officer as to why at least vendors are not available. If no bids or proposals are received, the contract may be awarded by any Alternative Purchasing Method.

D. Bid, Proposals, and Contract Documents: The contents and form of the bid documents, request for proposals, and/or contract documents shall be approved by the Director of the using Department, and as needed the City Attorney.

E. Bid or Proposal Submittal: Contractors shall submit their bids or proposals on forms prescribed by the City.

F. No Bids or Proposals Received: If no bids or proposals are received, the authorized contracting party may award the contract by any alternative purchasing procedure.

3.04.125 Prequalification of bidders.

A. Purpose. This section is enacted pursuant to Section 20101 of the California Public Contract Code, which authorizes the City to establish a system for prequalification of prospective bidders on public works construction projects.

B. Prequalification of Bidders.

1. The City hereby establishes a system for prequalifying prospective bidders for public works construction projects. The City may use the prequalification system identified in this section for any public works project.

2. The Public Works Director is authorized to adopt and apply a uniform system of rating bidders for each project based on: (i) the requirements of Section 20101 of the California Public Contract Code; and (ii) the model guidelines and standardized questionnaire created by the California Department of Industrial Relations, as modified at the Public Works Director's discretion, to address the needs of the particular project, or projects, to which they are to be applied.

3. The Public Works Director is authorized to determine whether or not the needs of any particular project warrant prequalification of prospective bidders.

4. If the Public Works Director determined that prequalification of prospective bidders is required for a particular project, the Public Works Director shall determine which bidders are qualified to bid that project based upon the

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uniform system of rating bidders. If the Public Works Director determines any bidder is not qualified to bid a project, the Public Works Director shall provide to the bidder written notice that includes the basis for the determination and an identification of any supporting evidence therefor, and an opportunity for the bidder to appeal the determination pursuant to subsection C of this section.

C. Appeals.

1. Any person aggrieved by a determination made by the Public Works Director pursuant to subsection (8)(4) of this section may appeal the determination only by complying with the requirements set forth in this subsection. Such an aggrieved person shall be referred to herein as "appellant." Without a timely appeal, the appellant waives any and all rights to challenge the decision of the Public Works Director, whether by administrative process, judicial process or any other legal process or proceeding.

2. The appellant shall submit a written notice of appeal to the City Clerk, along with a complete written description of all factual and legal bases for the appeal, no later than ten (10) calendar days after the City has mailed written notice of the determination made by the Public Works Director.

3. If the appellant gives the required notice of appeal and requests a hearing, the hearing shall be conducted so that it is concluded no later than five (5) business days prior to the last date for the receipt of bids on the project or twenty (20) calendar days following City's receipt of the notice of appeal, whichever is sooner.

4. The hearing shall be an informal process conducted by a hearing officer chosen at random from the following positions: (i) Community Development Director; (ii) Economic Development Manager; (iii) Assistant City Engineer; or (iv) Assistant City Manager. The assignment of one of these staff persons to a prequalification appeal hearing shall be made randomly and shall in no way be dependent or conditional upon the person's history as a hearing officer or the outcomes of prior hearings. Under no circumstances shall the prospects of future employment or the compensation of a hearing officer be based in any way upon the outcome of his or her hearing decision.

5. At the hearing, the appellant and the City shall each be provided an opportunity to be represented by legal counsel and to present or rebut any evidence bearing upon the issues presented in the appeal.

6. The hearing officer shall consider relevant evidence presented during the hearing and provide a written decision on the appeal to the City and the appellant within one business day after the close of the hearing. The time identified in this section for providing the hearing officer's decision may be extended only by consent of the City and the appellant and such an extension shall not affect or require a delay in a scheduled time for opening of bids for any public works project. Failure by the hearing officer to render a timely decision shall be deemed a denial of the appeal.

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7. The hearing officer's decision shall be final.

3.04.130 Alternative purchasing procedures.

For non-Public Projects and other situations provided in this section, an alternative purchasing procedure that results in a negotiated contract, force account, purchase order or any other procedure determined by the authorized contracting party to be in the best interests of the City and in compliance with the City's policies and procedures may be used. Alternative purchasing procedures for purchases utilizing any federal funding shall comply with any more stringent limitations imposed by federal law or regulations.

A. Emergencies: In situations determined by the City Manager to constitute an emergency the competitive bidding process may be waived. The City Council hereby delegates to the City Manager the power to declare a public emergency and take any directly related and immediate action required by the emergency, up to a total of two hundred thousand dollars ($200,000) for Public Projects, pursuant to Section 22035 of the Act and Public Contract Code Section 22050. Emergency expenditures of more than two hundred thousand dollars ($200,000) shall be approved by the City Council. For Non-Public Projects, the City Manager's authority is limited to seventy-five thousand dollars ($75,000) and emergency expenditures of more than this amount shall be approved by the City Council. In situations where the City Manager is temporarily unavailable and emergency work must proceed, the City Council hereby delegates this authority to Department Heads and Mid-Managers to act on behalf of the City Manager. Such delegated authority is limited to twenty-five thousand dollars ($25,000) for Department Heads and five thousand dollars ($5,000) for MidManagers. Work shall be performed without the benefit of competitive purchasing, either formal or informal, only so long as necessary under those sections.

For Public Projects of more than sixty thousand dollars ($60,000), a report on the emergency and work performed shall be provided at the next regular meeting of the City Council, and then at every meeting thereafter required by Section 22050. At such meetings, the City Council shall determine, by a four-fifths (4/5) vote, that there is a need to continue the action without the benefit of informal or formal competitive purchasing in accordance with Section 22035 of the Act and Public Contract Code Section 22050.

The City Council shall terminate the emergency action at the earliest possible date that conditions warrant, so that the remainder of the project or purchase may be completed pursuant to a competitive purchasing procedure.

For Public Projects of sixty thousand dollars ($60,000) or less and non-Public Projects, the City Manager shall determine, on his or her own as the action continues, whether there is a need to continue the action without the benefit of informal competitive purchasing. The City Manager shall terminate the emergency action at the earliest possible date that conditions warrant, so that the remainder of the emergency action may be completed pursuant to a competitive purchasing procedure.

B. Cooperative Purchases: When a recent competitive bid procedure or request for proposals process has been conducted by another public agency and the price to the City is equal to or better than the price to the other agency, the competitive bidding process may be waived.

C. State Purchase: When the purchase is made on behalf of the City by the State

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Department of General Services, the competitive bidding process may be waived.

D. No Bids Received: When no bids are received pursuant to the direct competitive purchasing procedure, the informal competitive purchasing procedure, or the formal competitive purchasing procedure, additional bids are not required.

E. Sole Source I Sole Brand Purchases: Commodities and services, which can be obtained from only one manufacturer or vendor, are exempt from competitive bidding. Sole source purchases include proprietary items sold directly from the manufacturer or items that have only one distributor authorized to sell in this area. Professional or general services vendors who possess specific expertise or past experience with City facilities, projects, or studies may also be determined to be an appropriate use of the Sole Source exception to competitive procurement. Products that have been proven to be the only acceptable or compatible products to be utilized with existing City systems (a City standard) but that are available on the open market from multiple sources are classified as sole brand purchases. Examples of sole brand procurements pursuant to a City standard include irrigation controllers, access control systems, or computer network infrastructure.

F. No Competitive Market: When it has been determined by the City Manager or Purchasing Officer that a competitive market does not exist, the competitive bidding process may be waived. Examples include purchases such as library books/media, memberships in professional organizations, meetings, conventions, travel, legal advertising, and utilities.

G. No Price Difference: When in the opinion of the Purchasing Officer, there is no material price difference between suppliers of goods, additional bids are not required.

H. Renovation and/or replacement of items currently under a maintenance contract:

When the City has entered into a maintenance contract with an outside vendor to perform routine maintenance services on existing buildings, equipment and/or landscaping, the renovation or replacement of parts and plantings determined by City staff to require replacement due to age, non-operable or hazardous condition or other circumstance, these expenditures shall be exempt from the direct competitive bid process only. If the expenditures exceed sixty thousand dollars ($60,000) for Public Projects or twenty-five thousand dollars ($25,000) for nonPublic Projects, then the work must be competitively bid. Department staff shall exercise good fiscal judgment when utilizing this purchasing exemption.

I. Planning Studies: Planning studies required as a condition of the development review process are not budgeted in advance. Although the City selects and contracts with the consultant, the cost is paid by the developer. Since the developer funds the study, planning consultant contracts up to $75,000 may be approved by the City Manager from a pre-approved vendor list when the developer has deposited money toward the cost of the study with the City. The pre-approved vendor list may also be used for contracts in excess of $75,000, however, a Request for Proposals shall first be circulated to a minimum of three vendors on the list and the City Council shall approve the contract.

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J. Black Gold Golf Course Procurements: Implementation of procurement rules that differ from those outlined herein are permitted for any third-party operator hired to operate the Black Gold Golf Course. For Public Projects, the limitations and requirements imposed by State law relative to the bidding process and the payment of prevailing wages apply.

The City Manager is otherwise authorized to implement procurement rules for the thirdparty operator.

K. City Council-Approved On-Call Panels for Professional and General Services: A Department may maintain a City Council-approved on-call panel of pre-approved firms qualified to perform the type of professional or general services required. When such an on-call panel is maintained, the competitive selection procedures are waived. Award of contracts tasks under on-call contracts shall be rotated among the pre-approved firms with no single firm receiving a substantial majority of similar work during the fiscal year. Recognizing that certain firms on an on-call panel may have particular expertise for certain types of projects, the rotation of firms may be limited in these cases based on the professional judgment of City staff. Each on-call firm, unless further limited at the time of contract award by the City Council, shall be eligible to receive work in an amount up to $75,000 per fiscal year without the need for additional City Council approval.

Whenever the work awarded to a single on-call panel firm exceeds $75,000 in a fiscal year, City Council approval of the additional work is required.

L. City Council-Approved Panels for the Building Division: Recognizing that workload demands in the Building Division periodically exceed the available time of City staff to perform plan checks and building inspections, the City Council has authorized the utilization of a panel of professional services firms on an as-needed basis to augment City staffing. Because the nature of the work is unknown at the start of the contracts and each firm may or may not have staff available at a particular time to assist the City, it is not practical to assign a dollar limit to each of these contracts on an annual basis as is the case with other on-call panels. Rather, each firm on the Building Division panel, unless further limited at the time of contract award by the City Council, shall be eligible to receive work in an amount up to the total originally adopted budget for the Building Division Construction Inspection and Plan Check Service contractual services accounts. Any additional payments to the panel firms that exceed the originally adopted budget for these accounts shall require the approval of the City Council, regardless of whether additional funds have been transferred into these accounts pursuant to the City Council- approved budget transfers policy (City Council Policy A-15).

M. Temporary Extension of Professional or General Services Contracts to Facilitate a New Request for Proposals or Bid Process: In the event that a contract expires prior to the completion of the selection process for a successor contract, the City Manager may extend the expiring contract on a month-to-month basis until such time as the selection process is completed. In the event that the cumulative month-to-month payments will exceed $75,000, City Council approval is required.

N. Best Interests of the City: When the City Manager determines that an alternative procedure will be in the best interest of the City and the policies set forth in this chapter, the competitive bidding process may be waived. Competitive bidding may not be waived

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for Public Projects unless an Emergency has been declared. For Non-Public Projects exceeding $75,000, City Council approval is still required and the City Council must be advised that the competitive bidding process was waived and of the reasons for the waiver.

0. Community Development Block Grant (CDBG) Procurements: Implementation of procurement rules that differ from those outlined herein are permitted for contractors hired by third parties but paid by the City pursuant to CDBG grant-related agreements.

For Public Projects, the limitations and requirements imposed by State law relative to the bidding process apply. The City Manager is authorized to implement procurement rules for all other types of procurements undertaken pursuant to CDBG grant-related agreements.

3.04.140 Disposal of City Property.

The disposal or sale of all real estate must be approved by the City Council. The disposal of all other assets, that include but are not limited to furniture, fixtures, machinery, equipment, books, and vehicles may be disposed of using the best method available but governed by either a City Council or Administrative Policy.

3.04.150 Conflicts of Interest.

No employee, officer, Councilmember, or agent of the City may participate in the selection, award, or administration of a contract pursuant to this Chapter if he or she has a real or apparent conflict of interest. A conflict of interest would arise when the City employee, officer, Councilmember, or agency agent, any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of the parties indicated herein, has a financial or other interest in or a material benefit from a vendor considered for a contract.

An employee, officer, Councilmember, or agent of the City shall not solicit or accept gratuities, favors, or anything of monetary value from contractors or parties to subcontracts. Violations of this section by employees, officers, Councilmembers, or agents or the City shall be deemed unlawful and subject to the penalties in Yorba Linda Municipal Code section 1.12.010(A).

Alleged violations of this section shall be reported and investigated pursuant to the procedures in Yorba Linda Municipal Code section 2.44.110.

Section 2. Severability. If any section, subsection, sentence, clause, phase, or portion of this Ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council hereby declares that it would have adopted this Ordinance, and each section, subsection, subdivision, sentence, clause, phrase, or portion thereof, irrespective of the fact that any one or more sections, subsections, subdivisions, sentences, clauses, phrases, or portions might subsequently be declared invalid or unconstitutional.

Section 3. Effective Date. This Ordinance shall take effect thirty days (30) after its adoption in accordance with the provisions of California law. The City Clerk shall certify the adoption of this Ordinance and shall cause the Ordinance or a summary thereof to be published in the manner required by law.