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2024/08/21 - Regular Meeting Agenda Packet
Mayor AMENDED AGENDA L. Dennis Michael (ITEM B2 ADDED UNDER ANNOUNCEMENTS/PRESENTATIONS 8/20/2024 7:45AM) Mayor Pro Tem CITY OF RANCHO CUCAMONGA Lynne B. Kennedy REGULAR MEETING AGENDA Members of the August 21 , 2024 City Counc►l: 10500 Civic Center Drive Ryan A. Hutchison Kristine D. Scott Rancho Cucamonga, CA 91730 Ashley Stickler FIRE PROTECTION DISTRICT BOARD—CITY COUNCIL HOUSING SUCCESSOR AGENCY-SUCCESSOR AGENCY—PUBLIC FINANCE AUTHORITY CLOSED SESSION TAPIA CONFERENCE ROOM 4:30 P.M. REGULAR MEETINGS COUNCIL CHAMBERS 7:00 P.M. The City Council meets regularly on the first and third Wednesday of the month at 7:00 p.m. in the Council Chambers located at 10500 Civic Center Drive. It is the intent to conclude the meeting by 10:00 p.m. unless extended by the concurrence of the City Council. Agendas, minutes, and recordings of meetings can be found D 0 at https://www.cityofrc.us/your-government/city-council-agendas or by contacting the City Clerk Services Department at 909-774-2023. Live Broadcast available on Channel 3 (RCTV-3). For City Council Rules of Decorum refer to Resolution No. 2023-086. 1 Any documents distributed to a majority of the City Council regarding any item on this agenda after distribution of the agenda packet will be made available in the City Clerk Services Department during normal business hours at City Hall located at 10500 Civic Center Drive, Rancho Cucamonga, CA 91730. In addition, such documents will be posted on the City's website at https://www.cityofrc.us/your-government/city-council-agendas. CLOSED SESSION — 4:30 P.M. TAPIA CONFERENCE ROOM ROLL CALL: Mayor Michael Mayor Pro Tem Kennedy Council Members Hutchison, Scott and Stickler A. ANNOUNCEMENT OF CLOSED SESSION ITEM(S) B. PUBLIC COMMUNICATIONS ON CLOSED SESSION ITEM(S) C. CITY MANAGER ANNOUNCEMENTS CITY COUNCIL VISION STATEMENT "Our Vision is to create an equitable, sustainable, and vibrant city, rich in opportunity for Page 1 all to thrive by building on our foundation and success as a world class community." D. CONDUCT OF CLOSED SESSION D1. CONFERENCE WITH LABOR NEGOTIATORS JENIFER PHILLIPS, DIRECTOR OF HUMAN RESOURCES, MATT BURRIS, DEPUTY CITY MANAGER/ECONOMIC AND COMMUNITY DEVELOPMENT AND JULIE SOWLES, DEPUTY CITY MANAGER/CIVIC AND CULTURAL SERVICES; PER GOVERNMENT CODE SECTION 54954.2 REGARDING LABOR NEGOTIATIONS WITH THE RANCHO CUCAMONGA CITY EMPLOYEES' ASSOCIATION (RCCEA). (CITY) D2. CONFERENCE WITH LEGAL COUNSEL — EXISTING LITIGATION PURSUANT TO PARAGRAPH (1) OF SUBDIVISION (D) OF GOVERNMENT CODE SECTION 54956.9; NAME OF CASE: CITY OF RANCHO CUCAMONGA V. SOUTHERN CALIFORNIA EDISON COMPANY, SBSC CASE NO. CIVSB2201969. (CITY) D3. CONFERENCE WITH REAL PROPERTY NEGOTIATORS PER GOVERNMENT CODE SECTION 54956.8 FOR PROPERTY LOCATED AT 12467 BASE LINE ROAD IDENTIFIED AS PARCEL NUMBERS 1090-331-03- 0000, 1090-331-04-0000, 1089-581-04-0000; NEGOTIATING PARTIES JOHN GILLISON, CITY MANAGER REPRESENTING THE CITY OF RANCHO CUCAMONGA, AND ROBERT DIAZ, NATIONAL CORE; REGARDING PRICE AND TERMS. (CITY) D4. CONFERENCE WITH REAL PROPERTY NEGOTIATORS PER GOVERNMENT CODE SECTION 54956.8 FOR PROPERTY COMMONLY KNOWN AS PEPPERWOOD APARTMENTS ADDRESS, 9055 FOOTHILL BOULEVARD; NEGOTIATING PARTIES JOHN GILLISON, CITY MANAGER REPRESENTING THE CITY OF RANCHO CUCAMONGA; AND IAN SIMPSON, DIRECTOR OF REAL ESTATE PORTFOLIO, AND CAPITAL MARKETS, LINC HOUSING CORPORATION REGARDING PRICE AND TERMS. (CITY) E. RECESS CITY COUNCIL VISION STATEMENT "Our Vision is to create an equitable, sustainable, and vibrant city, rich in opportunity for Page 2 all to thrive by building on our foundation and success as a world class community." REGULAR MEETING — 7:00 P.M. COUNCIL CHAMBERS PLEDGE OF ALLEGIANCE ROLL CALL: Mayor Michael Mayor Pro Tern Kennedy Council Members Hutchison, Scott and Stickler A. AMENDMENTS TO THE AGENDA B. ANNOUNCEMENTS / PRESENTATIONS B1. Presentation in Recognition of the Rancho Cucamonga Building & Safety Department for Receiving Accredited Status by the International Accreditation Service (IAS), Certifying Best Practices for Public Safety, Customer Service, Plan Check, Permitting, and Inspections Processes. B2. Presentation of Certificates of Recognition to Bystanders who Performed Lifesaving CPR and Recognition of the Fire Protection District Receiving the 2024 Mission: Lifeline EMS Gold Medal Achievement. C. PUBLIC COMMUNICATIONS This is the time and place for the general public to address the Fire Protection District, Housing Successor Agency, Successor Agency, Public Financing Authority Board, and City Council on any item listed or not listed on the agenda. State law prohibits us from addressing any issue not on the Agenda. Testimony may be received and referred to staff or scheduled for a future meeting. Comments are to be limited to three (3) minutes per individual. All communications are to be addressed directly to the Fire Board, Agencies, Successor Agency, Authority Board, or City Council not to the members of the audience. This is a professional business meeting and courtesy and decorum are expected. Please refrain from any debate between audience and speaker, disorderly or boisterous conduct that disturbs, disrupts, or otherwise impedes the orderly conduct of the meeting. For more information, refer to the City Council Rules of Decorum and Order (Resolution No. 2023-086) located in the back of the Council Chambers. The public communications period will not exceed one hour prior to the commencement of the business portion of the agenda. During this one hour period, all those who wish to speak on a topic contained in the business portion of the agenda will be given priority, and no further speaker cards for these business items (with the exception of public hearing items) will be accepted once the business portion of the agenda commences. Any other public communications which have not concluded during this one hour period may resume after the regular business portion of the agenda has been completed. CITY COUNCIL VISION STATEMENT "Our Vision is to create an equitable, sustainable, and vibrant city, rich in opportunity for Page 3 all to thrive by building on our foundation and success as a world class community." CONSENT CALENDARS: The following Consent Calendar items are expected to be routine and noncontroversial. They will be acted upon without discussion unless an item is removed by Council Member for discussion. Members of the City Council also sit as the Fire Board, Housing Successor Agency, Successor Agency, and Public Finance Authority and may act on the consent calendar for those bodies as part of a single motion with the City Council consent calendar. D. CONSENT CALENDAR D1. Consideration of Meeting Minutes for Regular Meetings of July 17, 2024. D2. Consideration to Approve City and Fire District Bi-Weekly Payroll in the Total Amount of$4,781,783.96 and City and Fire District Weekly Check Registers (Excluding Checks Issued to Southern California Gas Company) in the Total Amount of$11,854,090.26 Dated July 08, 2024, Through August 11, 2024, and City and Fire District Electronic Debit Registers for the Month of June in the Total Amount of$1,494,303.25. (CITY/FIRE) D3. Consideration to Approve City and Fire District Weekly Check Registers for Checks Issued to Southern California Gas Company in the Total Amount of $13,756.86 Dated July 08, 2024, Through August 11, 2024. (CITY/FIRE) D4. Consideration to Receive and File Current Investment Schedules as of June 30, 2024, and July 31, 2024, for the City of Rancho Cucamonga and the Rancho Cucamonga Fire Protection District. (CITY/FIRE) D5. Consideration to Accept Grant Revenue in the Amount of$1,652,064.38 Awarded by the California Governor's Office of Volunteers (CalVol) for FY24-25; and Authorization to Appropriate $1,652,064.38 for the Approved Fostering a Climate Ready Workforce Program. (CITY) D6. Consideration of a Reappropriation in the Amount of $20,000.00 from the Edward Byrne Memorial Justice Assistance Grant (JAG) Funds Fiscal Year 2021 to be Available in Fiscal Year 24/25 to Purchase the Remaining Equipment as Originally Allocated. (CITY) D7. Consideration of the Cooperative Purchase of One (1) 2024 CASE Construction Model Number SR270B T4 Skid Steer and Trailer via the Sourcewell Contract Number 011723-CNH from Sonsray Machinery in the Amount of$159,103.56. (CITY) D8. Consideration to Approve the Use of a Cooperative Agreement with OMNIA Partners for the Purchase of Computers and Equipment from Dell and Lenovo in the Amount of$245,000. (CITY/FIRE) D9. Consideration of a Professional Services Agreement with On Duty Health, PLLC for Health and Fitness Assessments in the Amount of$222,210 Annually. (FIRE) D10. Consideration to Approve Contract Number FD 2024-007 with Working Dogs for Warriors in the Amount of $12,000 Annually. (FIRE) D11. Consideration of a Contract with Monet Construction, Inc. in the Amount of $5,957,320.37, plus a 10% Contingency, for the Construction of the Victoria Gardens Civic Plaza and Authorizing an Appropriation of $2,571,753. (CITY) D12. Consideration of Amendment No. 001 to the Professional Services Agreement with Mary McGrath Architects for Conceptual Design Services in the Amount of$139,519 and Authorization to Appropriate $128,520. (FIRE) CITY COUNCIL VISION STATEMENT "Our Vision is to create an equitable, sustainable, and vibrant city, rich in opportunity for Page 4 all to thrive by building on our foundation and success as a world class community." D13. Consideration of Approval of Amendment No. 2 to Contract 23-118 with BPR Consulting Group, Contract 23- 121 with Interwest Consulting Group, and Contract 23-119 with Willdan for Plan Checks and Inspection Services and to Approve Additional Appropriations in the Amount of$73,000. (CITY) D14. Consideration of Amendment No. 06 to the Agreement with International Line Builders, Inc. (CO19-086) in the Amount of $1,198,800, Plus a 10% Contingency and an Appropriation of Funds in the Amount of $1,231,180 from the Fiber Optic Network (Fund 711) and $87,500 from the Municipal Utility Fund (Fund 705) for the Arrow Route Distribution Line Extension Project. (CITY) D15. Consideration of Amendment No. 12 to the Agreement with Pacific Utility Installation, Inc. (CO19-085) in the Amount of $43,200, Plus a 10% Contingency and Appropriation of Funds in the Amount of $47,520 from the Municipal Utility Fund (Fund 705)for the Bridgepoint Building 1 Cabling Project. (CITY) D16. Consideration of Amendment No. 13 to the Agreement with Pacific Utility Installation, Inc. (CO19-085) in the Amount of$1,550,340, Plus a 10% Contingency and Appropriation of Funds in the Amount of$1,705,380 from the Municipal Utility Fund (Fund 705) for the RCMU Cable and Conduit from the Arbors Substation to Sixth Street. (CITY) D17. Consideration of a One (1) Year Professional Services Agreement with Clair Global Integration DBA Sound Image with the Option to Renew in One-Year Increments for up to Two (2) Additional Years for a Total Not-to- Exceed Amount of $281,630 plus a 10% Contingency in the Amount of $28,163 for Proactive Inspections and Maintenance of the City's Audio-Visual Systems. (CITY) D18. Consideration of a Contract with Gentry Brother's, Inc. in the Amount of$2,249,865 Plus 10% Contingency for Fiscal Year 2024/25 Major Arterials Pavement Rehabilitation Project (Project)for Base Line Road and Hermosa Avenue. This Project is Exempt From the Requirements of the California Environmental Quality Act (CEQA) per Government Code Section 15301 — Existing Facilities. (CITY) D19. Consideration to Approve a Final Map for Tract No. 20680, Located on the North Side of Base Line Road and West of Milliken Avenue at 11200 Base Line Road Commonly Known as Central Park, Related to Case No. SUBTT20680. Pursuant to the California Environmental Quality Act (CEQA), the City Certified an Environmental Impact Report (EIR) on April 7, 2021 for the Central Park Master Plan. Pursuant to CEQA Guidelines Section 15162, No Subsequent or Supplemental EIR is Required in Connection With Subsequent Discretionary Approvals of the Same Project. (CITY) D20. Consideration to Approve Parcel Map No. 20034 Submitted by Flatiron Development Group Located at 6140 Haven Avenue on the Southwest Corner of Haven Avenue and Banyan Street. (CITY) D21. Consideration to Accept Public Improvements Located on the Southwest Corner of 6th Street and Hyssop Drive per Improvement Agreement, Related to DRC2020-00026, as Complete, File a Notice of Completion, and Authorize the Release of Bonds. (CITY) D22. Consideration to Accept the Concrete Rehabilitation Project FY 23-24 as Complete, File a Notice of Completion, and Authorize Release of Retention and Bonds. (CITY) D23. Consideration of Resolution No. 2024-081, a Resolution of the City Council of the City of Rancho Cucamonga, California, Rescinding Resolution of Necessity No. 2022-112, a Resolution of the City Council of the City of Rancho Cucamonga, California, Declaring Certain Real Property Interests Necessary for Public Purposes and Authorizing the Acquisition Thereof in Connection with the Etiwanda Grade Separation Project (Permanent Easement and Two (2) Temporary Construction Easements Over a Portion of APN 0229-291-23). (RESOLUTION NO. 2024-081) (CITY) CITY COUNCIL VISION STATEMENT "Our Vision is to create an equitable, sustainable, and vibrant city, rich in opportunity for Page 5 all to thrive by building on our foundation and success as a world class community." D24. Consideration to Order the Annexation to Landscape Maintenance District No. 1 Related to Case No. DRC2023-00121, Located at 8637 Vicara Drive (Project). This Project Has Been Determined by Staff to Be Exempt From the California Environment Quality Act (CEQA) Pursuant to CEQA Guidelines Section 15303 — New Construction or Conversion of Small Structures. (RESOLUTION NO. 2024-088) (CITY) D25. Consideration to Approve an Improvement Agreement, an Improvement Securities for Public Improvements, and a Resolution Ordering the Annexation to Landscape Maintenance District No. 3B Submitted by FL Transportation, Inc., Related to Case No. DRC2020-00222, Located on Southwest Corner of Hellman Avenue and 8th Street (Project). The Project Has Been Determined by Staff to Be Exempt from the California Environmental Quality Act (CEQA) Pursuant to CEQA Guidelines Section 15311 - Accessory Structures. (RESOLUTION NO. 2024-087) (CITY) D26. Consideration of a Resolution Adopting the Measure I Five-Year Capital Improvement Plan Covering Fiscal Years 2024-2029. (RESOLUTION NO. 2024-089) (CITY) D27. Consideration to Approve a Resolution Adopting a Side Letter Agreement Between the City of Rancho Cucamonga and the Executive Management Group and Salary Schedule for Executive Management Group Job Classifications Employed by the City of Rancho Cucamonga for Fiscal Year 2024-25. (RESOLUTION NO. 2024-086) (CITY) E. CONSENT CALENDAR ORDINANCE(S) - SECOND READING/ADOPTION F. ADMINISTRATIVE HEARING ITEM(S) F1. Discussion and Formation of the City of Rancho Cucamonga Parking Authority Including (1) a Resolution of the City Council of the City of Rancho Cucamonga, California Declaring the Need for a Parking Authority to Function in the City; (2) Declaring the City Council to be the Board of Directors of the Parking Authority; (3) a Resolution of the Board of Directors of the City of Rancho Cucamonga Parking Authority Approving Bylaws of the Parking Authority; (4) Draft Bylaws of the City of Rancho Cucamonga Parking Authority. (CITY RESOLUTION NO. 2024-085 AND PARKING AUTHORITY RESOLUTION NO. RCPA 2024-001) (CITY/RCPA) G. ADVERTISED PUBLIC HEARINGS ITEM(S) - CITY/FIRE DISTRICT G1. PUBLIC HEARING — MASTER PLAN, DESIGN REVIEW AND MINOR EXCEPTION —WESTERN SPIRE —A Request for a Site Plan and Design Review of a Mixed-Use Development on 1.8 Acres of Land Consisting of 176 Residential Units (Including 2 Live-Work Units), 7,870 Square Feet of Commercial Lease Area, and 1,400 Square Feet of Live-Work Commercial Lease Area with a Related Master Plan to Reduce the Required Non- Residential Floor Area Ratio and a Minor Exception for a Reduction in the Required On-Site Parking at the Northwest Corner of Red Oak Street and Spruce Avenue in the Center 2 (CE2) Zone. APN: 0208-353- 18 (Design Review DRC2023-00154, Master Plan DRC2023-00346) and Minor Exception DRC2023-00280. The Project Qualifies as a Class 32 Exemption Under State CEQA Guidelines Section 15332 — Infill Development Projects. (RESOLUTION NOS. 2024-082, 2024-083 AND 2024-084) (CITY) H. CITY MANAGER'S STAFF REPORT(S) H1. Review of Pedestrian Access from Arabian Drive to Heritage Park(CITY) H2. Consideration of a Letter of Support for Route 66 Inland Empire California's Community Project Funding Request to Rebuild the Garage Located Behind the Historic Cucamonga Service Station on U.S. Route 66. (CITY) H3. Quarterly Development Update-Second Quarter 2024. (CITY) CITY COUNCIL VISION STATEMENT "Our Vision is to create an equitable, sustainable, and vibrant city, rich in opportunity for Page 6 all to thrive by building on our foundation and success as a world class community." I. COUNCIL BUSINESS 11. Designation of Voting Delegates and Alternates for the League of California Cities Annual Business Meeting. (CITY) 12. COUNCIL ANNOUNCEMENTS (Comments to be limited to three minutes per Council Member.) 13. INTERAGENCY UPDATES (Update by the City Council to the community on the meetings that were attended.) J. CITY ATTORNEY ITEMS K. IDENTIFICATION OF ITEMS FOR NEXT MEETING L. ADJOURNMENT CERTIFICATION I, Linda A. Troyan, MMC, City Clerk Services Director of the City of Rancho Cucamonga, or my designee, hereby certify under penalty of perjury that a true, accurate copy of the foregoing agenda was posted at least seventy-two (72) hours prior to the meeting per Government Code 54954.2 at 10500 Civic Center Drive, Rancho Cucamonga, California and on the City's website. LINDA A.TROYAN, MMC CITY CLERK SERVICES DIRECTOR If you need special assistance or accommodations to participate in this meeting, please contact the City Clerk's office at (909) 774-2023. Notification of 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility. Listening devices are available for the hearing impaired. CITY COUNCIL VISION STATEMENT "Our Vision is to create an equitable, sustainable, and vibrant city, rich in opportunity for Page 7 all to thrive by building on our foundation and success as a world class community." Rancho Cucamonga Fire Di* strict R the Mission : Lifeline Gold Award CPR SAV S LIV S t 00 EU,Ilion a d- N z.e If P ��1 FRE AIL 1 RECEIVEDGOLD2024 MISSION IF I ..IN E AWARD This award acknowledges the Fire District's - commitment to offering rapid care to people experiencing extreme heart attacks and strokes . Heart Assoti�tion. Early condition identification 202 � ission : Stabilization & pre hospital intervention i e ine IMF ` NONOq I � Initiation of providing appropriate patient care jo GOLD S' C W he n the s e thre e s te p s are take n, p atie nts have the — best chance of receiving expedient hospital care EMS le ading to optimal outcome s and quality of life . _ CARES DATA Summary Report 01/01/2023-12/31/2023 Utstei n RFD 10EMA California National Ut tain Survival I =16 N=149 N=2221 N=1455 N 31.2% 20.8% 32. 1% 32.8% Ut tai n Bystander N=8 N=103 N=1358 N=1455 Survival (%) 13 121.4% 5.6 6. Ut tain Criteria- Shockable rhythm and witnessed the arrest. Ut tai n Bystander- hoc able rhythm, witnessed, and bystander CPR. N=Total number of patients. Overall SurvieraI • • Overall Survival RFD I EMA California National • ' • • ' • • =105 N=1792 N=25324 139822 Overall Survival to 3 ( 1.1 ) 9 ( . %) 5830 ( .o ) 36492 • ' • • • • • ' Hospital Admission ( .1 ) • • - - - - - Overall Survival to 15 (14. ) 14 ( .1 ) 1 5 ( .4%) 14300 �o curQ,y • • • • • ' Hospital Discharge (10.2 ) s . , • • - • • With Good or 1 (11. ) 110 (6.1 ) 1 44 ( .5%) 11376 ( .1 ) • Moderate Cerebral FIRE Performance co Royay�a��o Victoria • • • 4 Bartholaw Dr Q� ❑. Arbors Park V+line cellar Ct ENE&ALL Church, 0 3 n' c 0 Rancho CucamongaCL y , Cn 0 - ro Long Meadow Dr 0 CD a Candlewood St > Chimney R m' I U L � r Church 5t Bent Dr ro Y • I / I / Gatsby Dr Church St ��N m anal f c Cultural Center Dr 4 p .cel Therjx Ga0 ��� Perde y Ranc uc.amor�g Cr Elementary Scho -a N Mainstreet m rn 5 CL / • m ib W U , 4 S Mainstreet S Mainstreet Versailles St � • • vfi aeoy Victoria Gardens Ln Victoria Gardens Ln HONOR � ym • o W Foothill Blvd ti J 9:41 9 .oil LTE HHIFR CPR NEEDED! ACTIVE (1) Medical Emergency 9-'41 AM 4TH FAIRWAY, HILTON HEAD ISLAND, SC Today ?E3 ?E5 M' RECENT (15) i Traffic Collision 931AM MARSHLAND RD & SOL BLATT JR P.- Today 131 M7 NOMAD a •�� u F` :18 AM Today . .t J .29 AM wA Today ■ ,,� ■ ' • ■ :13AM r Ioday • l MARSHLAND RD &SOL BLATT JR PK.- 5.45 4T�od ay B1 E1 M1 M7 TRK6 Medical Emergency 4:04 AM CORDILLO PKWY, 29928, SC Ioday M1 Medical Emergency 3:52 AM PADDLE BEAT LN, 29928, SC Today rucQ,y M7 FIRE Contributions to Positive Stroke & Heart Attack Outcomes 41 Call 911 as soon as possible after somebody experiences a heart attack or stroke 40 CPR traine d citizens 40 Quick response times by first responder / (Strategically located fire stations throughout the City) &I EUCgM�� On-scene care includes an accurate assessment and quick �Q % patient care initiated by trained first responders �. GOAL = Apositive outcome like Mr. Steele 's FIRE . y r UES TIONS c uI & mmh� V � F � Q ti I ' .� ■ �i w !;io IF f FIRE July 17, 2024 CITY OF RANCHO CUCAMONGA FIRE PROTECTION DISTRICT, HOUSING SUCCESSOR AGENCY, SUCCESSOR AGENCY, PUBLIC FINANCE AUTHORITY AND CITY COUNCIL REGULAR MEETINGS MINUTES The City Council of the City of Rancho Cucamonga held a Closed Session on Wednesday, July 17, 2024, in the Tapia Conference Room at the Civic Center, 10500 Civic Center Drive, Rancho Cucamonga, California. Mayor Michael called the meeting to order at 4:30 PM. Present were Council Members: Ryan Hutchison, Kristine Scott, Ashley Stickler, Mayor Pro Tern Lynne Kennedy and Mayor L. Dennis Michael. Also present were: John Gillison, City Manager; Elisa Cox, Assistant City Manager; Nicholas Ghirelli, City Attorney; Matt Burris, Deputy City Manager/Economic and Community Development and Julie Sowles, Deputy City Manager/Civic and Cultural Services. A. ANNOUNCEMENT OF CLOSED SESSION ITEM(S) B. PUBLIC COMMUNICATIONS ON CLOSED SESSION ITEM(S) C. CITY MANAGER ANNOUNCEMENTS D. CONDUCT OF CLOSED SESSION D1. CONFERENCE WITH LABOR NEGOTIATORS JENIFER PHILLIPS, DIRECTOR OF HUMAN RESOURCES, MATT BURRIS, DEPUTY CITY MANAGER/ECONOMIC AND COMMUNITY DEVELOPMENT AND JULIE SOWLES, DEPUTY CITY MANAGER/CIVIC AND CULTURAL SERVICES; PER GOVERNMENT CODE SECTION 54954.2 REGARDING LABOR NEGOTIATIONS WITH THE RANCHO CUCAMONGA CITY EMPLOYEES' ASSOCIATION (RCCEA) AND EXECUTIVE MANAGEMENT GROUP. (CITY) D2. CONFERENCE WITH LEGAL COUNSEL — EXISTING LITIGATION PURSUANT TO PARAGRAPH (1) OF SUBDIVISION (D) OF SECTION 54956.9; NAME OF CASE: JOHN FOWLER, ET. AL V. CITY OF RANCHO CUCAMONGA, ET. AL, SAN BERNARDINO SUPERIOR COURT CASE NO. CIVSB 2205982. (CITY) D3. CONFERENCE WITH REAL PROPERTY NEGOTIATORS PER GOVERNMENT CODE SECTION 54956.8 FOR A UTILITY EASEMENT GENERALLY LOCATED WITHIN THE PUBLIC RIGHT-OF-WAY OF ROCHESTER AVENUE BETWEEN 8TH STREET AND JERSEY BOULEVARD, JERSEY BOULEVARD BETWEEN ROCHESTER AVENUE AND WHITE OAK AVENUE, AND WHITE OAK AVENUE SOUTH OF JERSEY BOULEVARD; NEGOTIATING PARTIES: JOHN GILLISON, CITY MANAGER, REPRESENTING THE CITY OF RANCHO CUCAMONGA; SARAH WATERSON, PRESIDENT, REPRESENTING DESERTXPRESS ENTERPRISES, LLC, DBA BRIGHTLINE WEST; AND JENNIFER FARLEY, SENIOR SPECIALIST, REAL ESTATE AND FACILITIES, REPRESENTING SOUTHERN CALIFORNIA EDISON; UNDER NEGOTIATION: PRICE AND TERMS OF PAYMENT. (CITY) *DRAFT' July 17, 2024 1 Fire Protection District, Housing Successor Agency, Successor Agency, Public Finance Authority and City Council Regular Meetings Minutes City of Rancho Cucamonga I Page 1 of 9 Page 8 D4. CONFERENCE WITH REAL PROPERTY NEGOTIATORS PER GOVERNMENT CODE SECTION 54956.8 FOR PROPERTY IDENTIFIED AS PARCEL NUMBERS 1089-593-01- 0000 COMMONLY KNOWN AS ADDRESS 7150 ETIWANDA, RANCHO CUCAMONGA, CA 91730; NEGOTIATING PARTIES MATT BURRIS, DEPUTY CITY MANAGER ECONOMIC AND COMMUNITY DEVELOPMENT, REPRESENTING THE CITY OF RANCHO CUCAMONGA, AND JIM BANKS REPRESENTING ETIWANDA HISTORIC SOCIETY, REGARDING PRICE AND TERMS. (CITY) D5. CONFERENCE WITH REAL PROPERTY NEGOTIATORS PER GOVERNMENT CODE SECTION 54956.8 FOR PROPERTY LOCATED AT 8810 ETIWANDA AVENUE, FURTHER IDENTIFIED AS SAN BERNARDINO COUNTY TAX ASSESSOR'S PARCEL NUMBER 0229-131-07; NEGOTIATING PARTIES, JOHN GILLISON, CITY MANAGER, REPRESENTING THE CITY OF RANCHO CUCAMONGA, AND WILLIAM A. JONES, TRUSTEE OF THE JONES FAMILY TRUST OF 2010, AS TO AN UNDIVIDED 2/3 INTEREST AND ROBERT BRUCE STANFORD, JR. & WILLIAM R. RUSHING, TRUSTEES OF THE STRACK FAMILY TRUST, DATED MARCH 13, 2014, AS TO AN UNDIVIDED 1/3 INTEREST, OWNERS; REGARDING PRICE AND TERMS. (CITY) D6. CONFERENCE WITH LEGAL COUNSEL — EXISTING LITIGATION PURSUANT TO PARAGRAPH (1) OF SUBDIVISION (D) OF GOVERNMENT CODE SECTION 54956.9; NAME OF CASE: CITY OF RANCHO CUCAMONGA V. SOUTHERN CALIFORNIA EDISON COMPANY, SBSC CASE NO. CIVSB2201969. (CITY) E. RECESS The closed session recessed at 6:40 p.m. *DRAFT' July 17, 2024 1 Fire Protection District, Housing Successor Agency, Successor Agency, Public Finance Authority and City Council Regular Meetings Minutes City of Rancho Cucamonga I Page 2 of 9 Page 9 REGULAR MEETING —7:00 PM CALL TO ORDER— COUNCIL CHAMBERS The Regular meetings of the Rancho Cucamonga Fire Protection District, Housing Successor Agency, Successor Agency, Public Finance Authority, and the City of Rancho Cucamonga City Council were held on July 17, 2024, in the Council Chambers at City Hall, located at 10500 Civic Center Drive, Rancho Cucamonga, California. Mayor Michael called the meeting to order at 7:00 PM. Present were Council Members: Ryan Hutchison, Kristine Scott, Ashley Stickler, Mayor Pro Tern Lynne Kennedy and Mayor L. Dennis Michael. Also present were: John Gillison, City Manager; Nicholas Ghirelli, City Attorney; and Linda A. Troyan, MMC, City Clerk Services Director. Mayor Pro Tern Kennedy led the Pledge of Allegiance. A. AMENDMENTS TO THE AGENDA None. B. ANNOUNCEMENTS / PRESENTATIONS B1. Presentation of a Proclamation Declaring the Month of July 2024 as National Park and Recreation Month. Ted Morales, Superintendent, Community Services Department, accepted the proclamation. C. PUBLIC COMMUNICATIONS Cynthia Prisock, thanked the City for having well-maintained parks, recreation facilities and amenities such as the Lewis Family Playhouse in the City of Rancho Cucamonga, as it helps keep the children at her day care business active and happy. Manuel Lopez, shared his personal fitness journey, thanked the City for the gym at the James L. Brulte Senior Center located at Central Park. Phillip E. Walker, announced the completion of a short film named Hapless Revenge, his attendance at the 2024 California State Capitol Juneteenth Holiday and Resource Faire, asked the City to observe Juneteenth (June 19t") as a City holiday and invited the Mayor and Members of the City Council to the premier of Hapless Revenge at the 61" 100 Films Retreat on August 16, 2024. D. CONSENT CALENDAR Council Member Scott announced that she will need to abstain on item D3, due to a potential conflict of interest as her employer is Southern California Gas Company. A revised staff report for item D9 of the Consent Calendar was provided to the City Council and made available for the public. *DRAFT* July 17, 2024 1 Fire Protection District, Housing Successor Agency, Successor Agency, Public Finance Authority and City Council Regular Meetings Minutes City of Rancho Cucamonga I Page 3 of 9 Page 10 D1. Consideration of Meeting Minutes for Regular Meetings of June 19, 2024 and Special Meetings of June 20, 2024 and June 27, 2024. D2. Consideration to Approve City and Fire District Bi-Weekly Payroll in the Total Amount of $4,377,421.88 and City and Fire District Weekly Check Registers (Excluding Checks Issued to Southern California Gas Company) in the Total Amount of $6,947,398.77 Dated June 10, 2024, Through July 07, 2024, and City and Fire District Electronic Debit Registers for the Month of May 2024, in the Total Amount of$8,302,907.06. (CITY/FIRE) D3. Consideration to Approve City and Fire District Weekly Check Registers for Checks Issued to Southern California Gas Company in the Total Amount of $17,893.75 Dated June 10, 2024, Through July 07, 2024. (CITY/FIRE) D4. Consideration to Accept a Donated Van from Arrowhead Credit Union's ArrowHeart Foundation. (FIRE) D5. Consideration of a Memorandum of Agreement with the San Bernardino County Fire Protection District for Participation in the California Regional Task Force 6. (FIRE) D6. Consideration of a Lease Agreement with Rancho Baseball LLC for the Use of the Minor League Baseball Stadium Located at the Epicenter Sports Complex. (CITY) D7. Consideration of a Contract with Gentry Brother's, Inc., in the Amount of $870,020 Plus 10% Contingency for the 6th Street Pavement Rehabilitation Project (Project) From Haven Avenue to Cleveland Avenue and 400 Feet West of Fairway View Place to Milliken Avenue. This Project is Exempt From the Requirements of the California Environmental Quality Act (CEQA) per Government Code Section 15301 — Existing Facilities. (CITY) D8. Consideration to Approve Amendment No. 01 to Master Agreement CO#2022-128 with Collaborative Solutions, LLC for Professional Support Services for Workday ERP Platform for a Two-Year Term in the Amount of$198,500. (CITY) D9. Consideration to Approve Amendment No. 02 to the Purchase and Sale Agreement (CO20- 104) and Joint Escrow Instructions Between the City of Rancho Cucamonga and Jones Family Trust of 2010, Robert Bruce Stanford, Jr., William R. Rushing, and Bernell Hydraulics, Inc. for Purchase of the Fee Simple Interest, Business Goodwill and Relocation Assistance Benefits in the Real Property Located at 8810 Etiwanda Avenue and Further Identified as APN 0229-131-07 in Connection With the Construction of the Etiwanda Grade Separation Project and to Waive the Collection of All City Permit Fees for the Demolition of Existing Structures Located on the Property. (CITY) D10. Consideration of Amendment No. 3 to the Professional Services Agreement with NEOGOV, Contract No. 17-199, for Applicant Tracking Software Services Extending Agreement Term to August 8, 2027. (CITY) D11. Consideration of a Professional Services Agreement with the Rancho Cucamonga Chamber of Commerce for Economic Development Services in the Amount of $60,000. (CITY) D12. Consideration to Authorize the City of Rancho Cucamonga to Enter Into a Settlement Agreement with Kroger Co. for Opioid-Related Claims and Directing the City Manager to Execute Documents Necessary to Effectuate the City's Participation in the Settlement. (CITY) *DRAFT* July 17, 2024 1 Fire Protection District, Housing Successor Agency, Successor Agency, Public Finance Authority and City Council Regular Meetings Minutes City of Rancho Cucamonga I Page 4 of 9 Page 11 D13. Consideration to Order the Annexation to Landscape Maintenance District No. 1 Related to Case No. PMT2024-00538, Located at 8951 Orange Street. (RESOLUTION NO. 2024- 055) (CITY) D14. Consideration of Resolution No. FD 2024-016 Approving the Annual Local Responsibility Area Wildland Protection Agreement with the California Department of Forestry and Fire in the Amount of$215,600 for FY 2024-25. (RESOLUTION NO. FD 2024-016) (FIRE) D15. Consideration of Resolutions Approving the Special Tax Levy for Various Community Facilities Districts and the Special Annual Benefit Assessment for Drainage Area No. 91-2 for the Fiscal Year 2024/25. (RESOLUTION NOS. 2024-062 TO 2024-077) (CITY) D16. Consideration of Resolutions Approving the Special Tax Levy for Community Facilities Districts Nos. 85-1 and 88-1 for Fiscal Year 2024/25. (RESOLUTION NOS. FD 2024-018 AND FD 2024-019) (FIRE) MOTION: Moved by Council Member Stickler, seconded by Mayor Pro Tem Kennedy, to approve Consent Calendar Items D1 through D16, with the revised staff report for item D9 and Council Member Scott abstaining on item D3, due to her employment with Southern California Gas Company. Motion carried 5-0. E. CONSENT CALENDAR ORDINANCE(S) - SECOND READING/ADOPTION None. F. ADMINISTRATIVE HEARING ITEM(S) F1. Preliminary Review Hearing to Consider a Proposed Master Plan Application for a Commercial Development that Would Include Site Specific Development Standards at the Northwest Corner of Base Line Road and Day Creek Marketplace. (CITY) City Manager Gillison introduced Jennifer Nakamura, Deputy Director of Planning, and Bond Mendez, Associate Planner, who gave the staff report along with a PowerPoint presentation. Mayor Michael opened the Administrative Hearing. Applicant, Mark Barajas, Vice President— Retail Project Development, Lewis Retail Centers, spoke about the proposed project, background, clarified the footprint of the proposed development project, CC&Rs (Covenants, Conditions, and Restrictions), the City's Form-Based Code, difficulty attracting tenants and asked for direction of the City Council to build something that aligns with the community and the applicant's needs. Mayor Michael closed the Administrative Hearing. Council Member Hutchison proposed the applicant consider a multi-tenant development instead of a single tenant user. Applicant Barajas, noted current CC&Rs (Covenants, Conditions, and Restrictions) have been filed and recorded but is open to explore options including a multi-tenant development. City Manager Gillison clarified CC&R's are a set of rules governing the use of the property and noted the restrictions are limitations imposed on owners on the use of their property. Mayor Michael asked if CC&R's can be modified. *DRAFT* July 17, 2024 1 Fire Protection District, Housing Successor Agency, Successor Agency, Public Finance Authority and City Council Regular Meetings Minutes City of Rancho Cucamonga I Page 5 of 9 Page 12 City Attorney Ghirelli recommended reviewing the recorded CC&R's before making any decision. Council discussion ensued on the applicant reviewing CC&R's with staff to explore a multi-tenant or mixed-use development, importance of future projects aligning with the General Plan, concerns of economic development limitations with proposed single tenant user, increasing the building's footprint and current design limitations. Applicant Barajas, agreed to continue working with staff to explore a 3,600 to 4,000 square foot multi- tenant development. City Council received and filed report. G. ADVERTISED PUBLIC HEARINGS ITEM(S) - CITY/FIRE DISTRICT G1. THIS PUBLIC HEARING WILL NOT BE HEARD TONIGHT. THE APPLICANT HAS REQUESTED A CONTINUANCE OF THE APPEAL HEARING. A NEW PUBLIC HEARING NOTICE WILL BE DISTRIBUTED IF AND WHEN THE HEARING WILL OCCUR. Consideration of an Appeal of the Planning Commission's Decision to Approve Design Review DRC2022-00379 — Fore Property, Applicant. The Project is a Site Plan/Architectural Review for a Mixed-Use Development Comprising of 308 Residential Units and 14,704 Square Feet of Commercial Space Within the Center 1 (Cell) Zone, Located at the Northeast Corner of Foothill Boulevard and Grove Avenue. A CEQA Section 15183 Compliance Memorandum has Been Completed for This Project. APNs: 0207-011-35, 36, 41, 43, 44, and 45. (CITY) City Manager Gillison provided a report on item G2 and informed the City received an official notice from the appellant, Red Hill Country Club, withdrawing the appeal. Therefore, the public hearing item will not be returning to a future meeting. G2. Consideration of a Resolution Adopting the Fire District's General Fund Final Budget for Fiscal Year 2024/25. (RESOLUTION NO. FD 2024-022) (FIRE) City Manager Gillison reported the Fire Protection District's preliminary budget was adopted on June 27, 2024. After public noticing, the final budget is presented for adoption. Mayor Michael opened the Public Hearing. There were no public communications. Mayor Michael closed the Public Hearing. MOTION: Moved by Board Member Scott, seconded by Board Member Hutchison, to adopt Resolution No. FD 2024-022, adopting the Fire District's General Fund Final Budget for Fiscal Year 2024-25. Motion carried 5-0. *DRAFT* July 17, 2024 1 Fire Protection District, Housing Successor Agency, Successor Agency, Public Finance Authority and City Council Regular Meetings Minutes City of Rancho Cucamonga I Page 6 of 9 Page 13 G3. Public Hearing of the City of Rancho Cucamonga to Consider Resolutions Confirming the Diagrams and Assessments and Ordering the Levy and Collection of Annual Assessments for Landscape Maintenance Districts; Street Lighting Maintenance Districts; and Park and Recreation Improvement District No. PD-85 for Fiscal Year 2024/25. (RESOLUTION NOS. 2024-078, 2024-079 AND 2024-080) (CITY) City Manager Gillison introduced Rick Flinchum, Finance Manager, who gave a verbal report for item G3. Mayor Michael opened the Public Hearing. There were no public communications. Mayor Michael closed the Public Hearing. MOTION: Moved by Mayor Pro Tern Kennedy, seconded by Council Member Stickler, to adopt Resolution Nos. 2024-078, 2024-079 and 2024-080, confirming the diagrams and assessments and ordering the levy and collection of annual assessments for Landscape Maintenance Districts; Street Lighting Maintenance Districts; and Park and Recreation Improvement District No. PD-85 for Fiscal Year 2024/25. Motion carried 5-0. G4. Public Hearing to Consider Adoption of Resolutions Making Determinations Regarding the Proposed Annexation of Territory, Annexation 88-24-1, Adoption of Resolution Calling a Special Election, and Adoption of Resolution Declaring Results of a Special Election in Community Facilities District No. 88-1. (RESOLUTION NO. FD 2024-020 AND RESOLUTION NO. FD 2024-021) (FIRE) City Manager Gillison introduced Fire Prevention Supervisor, Shane Adams, who provided a verbal report for item G4. Mayor Michael asked City Clerk Services Director Troyan to confirm that notice of public hearing was mailed and published in accordance with the law. City Clerk Services Director Troyan affirmed that notice was mailed and published in accordance with the law. Mayor Michael opened the Public Hearing to protests, comments and questions from interested persons, including persons owning property within Annexation No. 88-24-1 of Community Facilities District No. 88- 1. There were no public communications. Mayor Michael asked City Clerk Services Director Troyan if any protests had been received. City Clerk Services Director Troyan informed no protests have been received. Mayor Michael asked City Clerk Services Director Troyan if any persons are registered to vote within Annexation No. 88-24-1, of Community Facilities District No. 88-1, and, if so, the number thereof. City Clerk Services Director Troyan informed that the County of San Bernardino Registrar of Voters has certified that there are no registered voters within Annexation No. 88-24-1 of Community Facilities District No. 88-1. Mayor Michael asked City Clerk Services Director Troyan if the owner of all of the taxable property in Annexation No. 88-24-1 of Community Facilities District No. 88-1 consented to holding the Special Election on July 17, 2024. *DRAFT* July 17, 2024 1 Fire Protection District, Housing Successor Agency, Successor Agency, Public Finance Authority and City Council Regular Meetings Minutes City of Rancho Cucamonga I Page 7 of 9 Page 14 City Clerk Services Director Troyan replied, yes. Mayor Michael asked City Clerk Services Director Troyan if she concurs that the Special Election may be held today, July 17, 2024. City Clerk Services Director Troyan replied, yes. Mayor Michael closed the Public Hearing. MOTION: Moved by Board Member Hutchison, seconded by Board Member Stickler, to approve Resolution No. FD 2024-020, calling a special election. Motion carried, 5-0. City Clerk Services Director Troyan opened the official ballot and announced the vote is in favor of the proposition presented on the ballot. MOTION: Moved by Board Member Stickler, seconded by Board Member Scott, to approve Resolution No. FD 2024-021, declaring the results of Special Election in Community Facilities District No. 88-1, Annexation No. 88-24-1. Motion carried, 5-0. H. CITY MANAGER'S STAFF REPORT(S) H1. Presentation from Empire Economics Inc. on the City's Annual Employment and Housing Trends Study and Analysis of the Economic Impacts of Brightline West High-Speed Rail and Potential for Nearby Development Opportunities. This Item is Not a Project as Defined by the California Environmental Quality Act (CEQA) and is Therefore Exempt from CEQA Review. (CITY) City Manager Gillison introduced Economist, Dr. Joe Janczyk from Empire Economics, who provided a report along with a PowerPoint presentation for item H1. City Council thanked Economist, Dr. Joe Janczyk and received and filed report. I. COUNCIL BUSINESS 11. COUNCIL ANNOUNCEMENTS None. 12. INTERAGENCY UPDATES None. J. CITY ATTORNEY ITEMS City Attorney Ghirelli noted that there was no reportable action taken during Closed Session held earlier that evening and that the revised staff report for Consent Calendar item D9 was provided to the City Council and made available for the public on the City's website. K. IDENTIFICATION OF ITEMS FOR NEXT MEETING None. *DRAFT* July 17, 2024 1 Fire Protection District, Housing Successor Agency, Successor Agency, Public Finance Authority and City Council Regular Meetings Minutes City of Rancho Cucamonga I Page 8 of 9 Page 15 L. ADJOURNMENT Mayor Michael adjourned the Council Meeting at 8:41 p.m. Approved: Linda A. Troyan, MMC City Clerk Services Director *DRAFT* July 17, 2024 1 Fire Protection District, Housing Successor Agency, Successor Agency, Public Finance Authority and City Council Regular Meetings Minutes City of Rancho Cucamonga I Page 9 of 9 Page 16 S HONOR a CITY OF RANCHO CUCAMONGA m DATE: August 21, 2024 TO: Mayor and Members of the City Council President and Members of the Board of Directors FROM: John R. Gillison, City Manager INITIATED BY: Tori Roberts, Interim Finance Director Veronica Lopez, Accounts Payable Supervisor SUBJECT: Consideration to Approve City and Fire District Bi-Weekly Payroll in the Total Amount of $4,781,783.96 and City and Fire District Weekly Check Registers (Excluding Checks Issued to Southern California Gas Company) in the Total Amount of $11,854,090.26 Dated July 08, 2024, Through August 11, 2024, and City and Fire District Electronic Debit Registers for the Month of June in the Total Amount of $1,494,303.25. (CITY/FIRE) RECOMMENDATION: Staff recommends City Council/Board of Directors of the Fire Protection District approve payment of demands as presented. Bi-weekly payroll is $2,562,747.20 and $2,219,036.76 for the City and the Fire District, respectively. Weekly check register amounts are $11,053,722.83 and $800,367.43 for the City and the Fire District, respectively. Electronic Debit Register amounts are $766,281.98 and $728,021.27 for the City and the Fire District, respectively. BACKGROUND: N/A ANALYSIS: N/A FISCAL IMPACT: Adequate budgeted funds are available for the payment of demands per the attached listing. COUNCIL MISSION /VISION / GOAL(S) ADDRESSED: N/A ATTACHMENTS: Attachment 1 - Weekly Check Register Attachment 2 - Electronic Debit Register Page 17 Itouncii Meeting Check Register Company City&Fire Payment Date On or After 7/8/2024 Payment Date On or Befor 8/11/2024 Supplier Payment Company Check Number Check Date Supplier Name City of Rancho Rancho Cucamonga Fire Payment Amount for Cucamonga Protection District Reporting Transaction Supplier Payment:Division City of Rancho Cucamonga 446311 7/10/2024 Division Of The State 1,388.80 0 1,388.80 Of The State Architect: Architect 07/10/2024 Supplier Payment:Rcpfa: Rancho Cucamonga Fire 7/10/2024 Rcpfa 0 14,521.86 14,521.86 07/10/2024 Protection District Supplier Payment:Hudson City of Rancho Cucamonga 446314 7/10/2024 Hudson Audio Works 2,950.00 0 2,950.00 Audio Works:07/10/2024 Supplier Payment: City of Rancho Cucamonga 446309 7/10/2024 Computershare Trust 3,500.00 0 3,500.00 Computershare Trust Company Na Company Na:07/10/2024 Supplier Payment:Mmasc: City of Rancho Cucamonga 446316 7/10/2024 Mmasc 550.00 0 550.00 07/10/2024 Supplier Payment:Tint City City of Rancho Cucamonga 446324 7/10/2024 Tint City Window Tinting 1,050.00 0 1,050.00 W i ndow Ti nti ng: 07/10/2024 Supplier Payment:Via City of Rancho Cucamonga 446325 7/10/2024 Via Actuarial Solutions 2,200.00 0 2,200.00 Actuarial Solutions: 07/10/2024 Supplier Payment:Sbpea: City of Rancho Cucamonga 446321 7/10/2024 Sbpea 2,545.85 0 2,545.85 07/10/2024 Supplier Payment: City of Rancho Cucamonga 446307 7/10/2024 Barbara'S Answering 552.00 0 552.00 Barbara'S Answering Service Service:07/10/2024 Supplier Payment:Richards City of Rancho Cucamonga 7/10/2024 Richards Watson& 336.65 0 336.65 Watson&Gershon: Gershon 07/10/2024 Supplier Payment:Sequel City of Rancho Cucamonga 446322 7/10/2024 Sequel Contractors Inc 87,813.81 0 87,813.81 Contractors Inc:07/10/2024 Supplier Payment: City of Rancho Cucamonga 446308 7/10/2024 Calanimals 25.00 0 25.00 Calani mats:07/10/2024 Supplier Payment:Reach City of Rancho Cucamonga 446318 7/10/2024 Reach Media Network 2,000.00 0 2,000.00 Media Network:07/10/2024 Supplier Payment: City of Rancho Cucamonga 7/10/2024 Collaborative Solutions Llc 131,211.00 0 131,211.00 Collaborative Solutions Llc: 07/10/2024 Supplier Payment: City of Rancho Cucamonga 446310 7/10/2024 Dependable Break Room 89.15 0 89.15 Dependable Break Room Solutions Inc Solutions Inc:07/10/2024 Supplier Payment:Medline City of Rancho Cucamonga 446315 7/10/2024 Medline Industries Lp 794.76 0 794.76 Industries Lp:07/10/2024 Supplier Payment:Alliant City of Rancho Cucamonga 7/10/2024 Alliant Insurance Services 3,618.35 0 3,618.35 Insurance Services Inc: Inc 07/10/2024 Supplier Payment:Atlas City of Rancho Cucamonga 446306 7/10/2024 Atlas Engineering West Inc 1,462.50 0 1,462.50 Engineering West Inc: 07/10/2024 Page 18 Council Meeting Check Register Company City&Fire Payment Date On or After 7/8/2024 Payment Date On or Befor 8/11/2024 Supplier Payment Company Check Number Check Date Supplier Name City of Rancho Rancho Cucamonga Fire Payment Amount for Cucamonga Protection District Reporting Transaction Supplier Payment:Calif City of Rancho Cucamonga 7/10/2024 Calif Government Veba/ 2,915.00 0 2,915.00 Government Veba/ Rancho Cucamonga Rancho Cucamonga: 07/10/2024 Supplier Payment:San City of Rancho Cucamonga 446320 7/10/2024 San Bernardino County 571.00 0 571.00 Bernardino County Dept Of Dept Of Public Health Public Health:07/10/2024 Supplier Payment:Alliant City of Rancho Cucamonga 7/10/2024 Alliant Insurance Services 15,928.42 0 15,928.42 Insurance Services Inc: Inc 07/10/2024 Supplier Payment: City of Rancho Cucamonga 446323 7/10/2024 Thomson Reuters-West 387.00 0 387.00 Thomson Reuters-West: 07/10/2024 Supplier Payment:Gateway City of Rancho Cucamonga 446313 7/10/2024 Gateway Pet Cemetery& 805.00 0 805.00 Pet Cemetery&Crematory: Crematory 07/10/2024 Supplier Payment:Rccea: City of Rancho Cucamonga 7/10/2024 Rccea 1,321.25 0 1,321.25 07/10/2024 Supplier Payment:Alma City of Rancho Cucamonga 446305 7/10/2024 Alma Arocho 1,574.40 0 1,574.40 Arocho:07/10/2024 Supplier Payment:Federal City of Rancho Cucamonga 446312 7/10/2024 Federal Express Corp 90.76 0 90.76 Express Corp:07/10/2024 Supplier Payment:Odp City of Rancho Cucamonga 446317 7/10/2024 Odp Business Solutions Llc 1,565.17 0 1,565.17 Business Solutions Llc: 07/10/2024 Supplier Payment:Crime City of Rancho Cucamonga 7/10/2024 Crime Scene Steri-Clean 320.00 0 320.00 Scene Steri-Clean Llc: Llc 07/10/2024 Supplier Payment:Record City of Rancho Cucamonga 446319 7/10/2024 Record Management 795.00 0 795.00 Management Software Inc: Software Inc 07/10/2024 Supplier Payment:Data City of Rancho Cucamonga 7/10/2024 Data Ticket Inc 200.00 0 200.00 Ticket Inc:07/10/2024 Supplier Payment:Calif Rancho Cucamonga Fire 7/12/2024 Calif Government Veba/ 0 26,456.15 26,456.15 Government Veba/ Protection District Rancho Cucamonga Rancho Cucamonga: 07/12/2024 Supplier Payment:Stephen Rancho Cucamonga Fire 7/17/2024 Stephen Kilmer 0 1,573.82 1,573.82 Kilmer:07/17/2024 Protection District Supplier Payment:Brinks City of Rancho Cucamonga 7/17/2024 Brinks Incorporated 3,268.51 0 3,268.51 Incorporated:07/17/2024 Supplier Payment: City of Rancho Cucamonga 446371 7/17/2024 California Municipal Utilities 12,941.00 0 12,941.00 California Municipal Utilities Assoc Assoc:07/17/2024 Supplier Payment:Gaston City of Rancho Cucamonga 7/17/2024 Gaston Cc/Code Red 1,798.67 0 1,798.67 Co/Code Red Headsets: Headsets 07/17/2024 Page 19 Itouncii Meeting Check Register _ Company City&Fire Payment Date On or After 7/8/2024 Payment Date On or Befor 8/11/2024 Supplier Payment Company Check Number Check Date Supplier Name City of Rancho Rancho Cucamonga Fire Payment Amount for Cucamonga Protection District Reporting Transaction Supplier Payment:Michael Rancho Cucamonga Fire 7/17/2024 Michael Eagleson 0 2,105.94 2.105.94 Eagleson:07/17/2024 Protection District Supplier Payment: Rancho Cucamonga Fire 446372 7/17/2024 California Ppe Recon Inc 0 1,454.38 1,454.38 California Ppe Recon Inc: Protection District 07/17/2024 Supplier Payment:James Rancho Cucamonga Fire 7/17/2024 James Dague 0 739.30 739.30 Dague:07/17/2024 Protection District Supplier Payment:Snap On Rancho Cucamonga Fire 446425 7/17/2024 Snap On Industrial 0 298.62 298.62 Industrial:07/17/2024 Protection District Supplier Payment:Kaiser City of Rancho Cucamonga 446403 7/17/2024 Kaiser Foundation Health 255,712.55 0 255,712.55 Foundation Health Plan Inc: Plan Inc 07/17/2024 Supplier Payment:Anthony Rancho Cucamonga Fire 7/17/2024 Anthony Varney 0 739.30 739.30 Varney:07/17/2024 Protection District Supplier Payment:Animal City of Rancho Cucamonga 446362 7/17/2024 Animal Health Diagnostic 96.00 0 96.00 Health Diagnostic Center: Center 07/17/2024 Supplier Payment:Nextech City of Rancho Cucamonga 446412 7/17/2024 Nextech Systems Inc 8,467.78 0 8,467.78 Systems Inc:07/17/2024 Supplier Payment: City of Rancho Cucamonga 446415 7/17/2024 Paymentus Corporation 1,108.50 0 1,108.50 Paymentus Corporation: 07/17/2024 Supplier Payment:Animal City of Rancho Cucamonga 446361 7/17/2024 Animal Care Equipment& 4,606.76 0 4,606.76 Care Equipment& Services Services:07/17/2024 Supplier Payment:Michael Rancho Cucamonga Fire 7/17/2024 Michael Redmond 0 739.30 739.30 Redmond:07/17/2024 Protection District Supplier Payment:Casa City of Rancho Cucamonga 446375 7/17/2024 Casa Volante Estates 500.00 0 500.00 Volante Estates: 07/17/2024 Supplier Payment:Braun City of Rancho Cucamonga 446368 7/17/2024 Braun Blaising&Wynne Pc 1,363.41 0 1,363.41 Blaising&Wynne Pc: 07/17/2024 Supplier Payment:Susan Rancho Cucamonga Fire 7/17/2024 Susan De Antonio 0 974.47 974.47 De Antonio:07/17/2024 Protection District Supplier Payment:Peter Rancho Cucamonga Fire 7/17/2024 Peter Magnuson 0 2,146.00 2,146.00 Magnuson:07/17/2024 Protection District Supplier Payment: Rancho Cucamonga Fire 446382 7/17/2024 Cummins Sales&Service 0 2,075.54 2,075.54 Cummins Sales&Service: Protection District 07/17/2024 Supplier Payment:Jay Rancho Cucamonga Fire 7/17/2024 Jay Davenport 0 2,824.84 2,824.84 Davenport:07/17/2024 Protection District Supplier Payment: City of Rancho Cucamonga 446397 7/17/2024 Hometown America- 300.00 0 300.00 Hometown America- Ramona Villa Mhp Ramona Villa Mhp: 07/17/2024 Supplier Payment:David W Rancho Cucamonga Fire 7/17/2024 David W Larkin 0 708.41 708.41 Larkin:07/17/2024 Protection District Page 20 Council Meeting Check Register Company City&Fire Payment Date On or After 7/8/2024 Payment Date On or Befor 8/11/2024 Supplier Payment Company Check Number Check Date Supplier Name City of Rancho Rancho Cucamonga Fire Payment Amount for Cucamonga Protection District Reporting Transaction Supplier Payment:Victor Rancho Cucamonga Fire 446435 7/17/2024 Victor Rodriguez 0 739.30 739.30 Rodriguez:07/17/2024 Protection District Supplier Payment:City Of City of Rancho Cucamonga 7/17/2024 City Of Riverside 6,909.00 0 6,909.00 Riverside:07/17/2024 Supplier Payment:Ronald Rancho Cucamonga Fire 7/17/2024 Ronald Smith 0 492.58 492.58 Smith:07/17/2024 Protection District Supplier Payment:Ccs City of Rancho Cucamonga 446376 7/17/2024 Ccs Orange County 423.52 0 423.52 Orange County Janitorial Janitorial Inc Inc:07/17/2024 Supplier Payment:L. Rancho Cucamonga Fire 7/17/2024 L.Dennis Michael 0 739.30 739.30 Dennis Michael: Protection District 07/17/2024 Supplier Payment:Shred City of Rancho Cucamonga 446424 7/17/2024 Shred Pros 138.00 0 138.00 Pros:07/17/2024 Supplier Payment:Citrus Rancho Cucamonga Fire 446378 7/17/2024 Citrus Motors Ontario Inc 0 72.75 72.75 Motors Ontario Inc: Protection District 07/17/2024 Supplier Payment:Nv5 Inc: City of Rancho Cucamonga 446413 7/17/2024 Nv5 Inc 10,619.29 0 10,619.29 07/17/2024 Supplier Payment:Airgas Rancho Cucamonga Fire 446358 7/17/2024 Airgas Usa Llc 0 200.59 200.59 Usa Llc:07/17/2024 Protection District Supplier Payment:Steven Rancho Cucamonga Fire 7/17/2024 Steven Campbell 0 2,957.20 2,957.20 Campbell:07/17/2024 Protection District Supplier Payment:John D Rancho Cucamonga Fire 7/17/2024 John D Fritchey 0 616.10 616.10 Fritchey:07/17/2024 Protection District Supplier Payment:Gerald Rancho Cucamonga Fire 7/17/2024 Gerald Campbell 0 492.58 492.58 Campbell:07/17/2024 Protection District Supplier Payment:Frontier Rancho Cucamonga Fire 446388 7/17/2024 Frontier Comm 0 1,362.30 1,362.30 Comm:07/17/2024 Protection District Supplier Payment:Alta City of Rancho Cucamonga 446359 7/17/2024 Alta Laguna Mobile Home 400.00 0 400.00 Laguna Mobile Home Park- Park-Ca Llc Ca Llc:07/17/2024 Supplier Payment: City of Rancho Cucamonga 446418 7/17/2024 Raymond M Alf Museum Of 400.00 0 400.00 Raymond M Alf Museum Of Paleontology Paleontology:07/17/2024 Supplier Payment:Aflac: City of Rancho Cucamonga 446357 7/17/2024 Aflac 3,878.16 0 3,878.16 07/17/2024 Supplier Payment:Hudson City of Rancho Cucamonga 446398 7/17/2024 Hudson Audio Works 1,000.00 0 1,000.00 Audio Works:07/17/2024 Supplier Payment: City of Rancho Cucamonga 446374 7/17/2024 Cameron-Daniel Pc 9,387.90 0 9,387.90 Cameron-Daniel Pc: 07/17/2024 Supplier Payment:Haile City of Rancho Cucamonga 446394 7/17/2024 Haile Blackman 2,000.00 0 2,000.00 Blackman:07/17/2024 Supplier Payment:Joe Rancho Cucamonga Fire 7/17/2024 Joe Longo 0 167.79 167.79 Longo:07/17/2024 Protection District Supplier Payment:William Rancho Cucamonga Fire 7/17/2024 William Spain 0 492.58 492.58 Spain:07/17/2024 Protection District Page 21 Council Meeting Check Register _ Company City&Fire Payment Date On or After 7/8/2024 Payment Date On or Befor 8/11/2024 Supplier Payment Company Check Number Check Date Supplier Name City of Rancho Rancho Cucamonga Fire Payment Amount for Cucamonga Protection District Reporting Transaction Supplier Payment:Avast City of Rancho Cucamonga 446366 7/17/2024 Avast Entertainment 560.00 0 560.00 Entertainment:07/17/2024 Supplier Payment:Winzer Rancho Cucamonga Fire 446439 7/17/2024 Winzer Corporation 0 505.68 505.68 Corporation:07/17/2024 Protection District Supplier Payment:Scott D Rancho Cucamonga Fire 7/17/2024 Scott D Sorensen 0 1,438.01 1,438.01 Sorensen:07/17/2024 Protection District Supplier Payment:Richard Rancho Cucamonga Fire 7/17/2024 Richard Clabby 0 654.66 654.66 Clabby:07/17/2024 Protection District Supplier Payment:Eric Rancho Cucamonga Fire 7/17/2024 Eric Noreen 0 2,784.82 2,784.82 Noreen:07/17/2024 Protection District Supplier Payment:Uline: Rancho Cucamonga Fire 446432 7/17/2024 Uline 0 1,303.76 1,303.76 07/17/2024 Protection District Supplier Payment:Patrick Rancho Cucamonga Fire 7/17/2024 Patrick Proulx 0 1,422.62 1,422.62 Proulx:07/17/2024 Protection District Supplier Payment:Francis Rancho Cucamonga Fire 7/17/2024 Francis Vanderkallen 0 739.30 739.30 Vanderkallen:07/17/2024 Protection District Supplier Payment:Antelope City of Rancho Cucamonga 446363 7/17/2024 Antelope Expansion 3B Llc 29,494.98 0 29,494.98 Expansion 3B Llc: 07/17/2024 Supplier Payment:Richard Rancho Cucamonga Fire 7/17/2024 Richard Tall 0 2,784.82 2,784.82 Toll:07/17/2024 Protection District Supplier Payment:Maria City of Rancho Cucamonga 446408 7/17/2024 Maria Elena Alvarez 150.00 0 150.00 Elena Alvarez:07/17/2024 Supplier Payment:Rbm City of Rancho Cucamonga 446419 7/17/2024 Rbm Lock&Key Service 35.34 0 35.34 Lock&Key Service: 07/17/2024 Supplier Payment:San City of Rancho Cucamonga 446421 7/17/2024 San Bernardino Co Auditor 8,486.29 0 8,486.29 Bernardino Co Auditor Cont Cont:07/17/2024 Supplier Payment:Gentry City of Rancho Cucamonga 7/17/2024 Gentry General 99,991.87 0 99,991.87 General Engineering Inc: Engineering Inc 07/17/2024 Supplier Payment:Inyo City of Rancho Cucamonga 446400 7/17/2024 Inyo Networks Inc 11,119.50 0 11,119.50 Networks Inc:07/17/2024 Supplier Payment:Pacific City of Rancho Cucamonga 7/17/2024 Pacific Utility Installation Inc 5,818.16 0 5,818.16 Utility Installation Inc: 07/17/2024 Supplier Payment:Rosalyn Rancho Cucamonga Fire 7/17/2024 Rosalyn Interlicchia 0 291.15 291.15 Interlicchia:07/17/2024 Protection District Supplier Payment:Talea City of Rancho Cucamonga 446431 7/17/2024 Talea Ross 1,400.00 0 1,400.00 Ross:07/17/2024 Supplier Payment:San Rancho Cucamonga Fire 446423 7/17/2024 San Bernardino Cty Fire 0 90.00 90.00 Bernardino Cty Fire Protection District Protection Dist Protection Dist:07/17/2024 Page 22 Council Meeting Check Register Company City&Fire Payment Date On or After 7/8/2024 Payment Date On or Befor 8/11/2024 Supplier Payment Company Check Number Check Date Supplier Name City of Rancho Rancho Cucamonga Fire Payment Amount for Cucamonga Protection District Reporting Transaction Supplier Payment:Burrtec City of Rancho Cucamonga 446369 7/17/2024 Burrtec Waste Industries 15,221.96 0 15,221.96 Waste Industries Inc: Inc 07/17/2024 Supplier Payment:Donald Rancho Cucamonga Fire 7/17/2024 Donald Heyde 0 739.30 739.30 Heyde:07/17/2024 Protection District Supplier Payment:Us City of Rancho Cucamonga 7/17/2024 Us Department Of Energy 11,230.78 0 11,230.78 Department Of Energy: 07/17/2024 Supplier Payment:Adapt City of Rancho Cucamonga 446355 7/17/2024 Adapt Consulting Inc 483.82 0 483.82 Consulting Inc:07/17/2024 Supplier Payment:C V W Rancho Cucamonga Fire 446383 7/17/2024 C V W D 0 7.81 7.81 D:07/17/2024 Protection District Supplier Payment:Philip Rancho Cucamonga Fire 7/17/2024 Philip Loncar 0 2,136.72 2,136.72 Loncar:07/17/2024 Protection District Supplier Payment:Itron Inc: City of Rancho Cucamonga 446401 7/17/2024 Itron Inc 11,022.80 0 11,022.80 07/17/2024 Supplier Payment:Robin Rancho Cucamonga Fire 7/17/2024 Robin Brock 0 739.30 739.30 Brock:07/17/2024 Protection District Supplier Payment:Auto& City of Rancho Cucamonga 446365 7/17/2024 Auto&Rv Specialists Inc 86.90 0 86.90 Rv Specialists Inc: 07/17/2024 Supplier Payment:Michael Rancho Cucamonga Fire 7/17/2024 Michael Nauman 0 492.58 492.58 Nauman:07/17/2024 Protection District Supplier Payment: City of Rancho Cucamonga 446391 7/17/2024 Govexec Holdings Llc 1,250.00 0 1,250.00 Govexec Holdings Llc: 07/17/2024 Supplier Payment:Johnny City of Rancho Cucamonga 7/17/2024 Johnny Allen Tennis 398.40 0 398.40 Allen Tennis Academy: Academy 07/17/2024 Supplier Payment:Lloyd Rancho Cucamonga Fire 7/17/2024 Lloyd Almand 0 291.15 291.15 Almand:07/17/2024 Protection District Supplier Payment:Federal City of Rancho Cucamonga 446386 7/17/2024 Federal Express Corp 267.84 0 267.84 Express Corp:07/17/2024 Supplier Payment:Darrell Rancho Cucamonga Fire 7/17/2024 Darrell Luttrull 0 492.58 492.58 Luttrull:07/17/2024 Protection District Supplier Payment:Ivan M Rancho Cucamonga Fire 7/17/2024 Ivan M Rojer 0 2,093.07 2,093.07 Rojer:07/17/2024 Protection District Supplier Payment:Rancho City of Rancho Cucamonga 446417 7/17/2024 Rancho Cucamonga Town 38,681.42 0 38,681.42 Cucamonga Town Square: Square 07/17/2024 Supplier Payment: City of Rancho Cucamonga 446373 7/17/2024 California Utilities 500.00 0 500.00 California Utilities Emergency Assoc Emergency Assoc: 07/17/2024 Supplier Payment:Timothy Rancho Cucamonga Fire 7/17/2024 Timothy A Yowell 0 739.30 739.30 A Yowell:07/17/2024 Protection District Page 23 Council Meeting Check Register Company City&Fire Payment Date On or After 7/8/2024 Payment Date On or Befor 8/11/2024 Supplier Payment Company Check Number Check Date Supplier Name City of Rancho Rancho Cucamonga Fire Payment Amount for Cucamonga Protection District Reporting Transaction Supplier Payment:Art-Z City of Rancho Cucamonga 446364 7/17/2024 Art-Z Mom Creations 360.00 0 360.00 Mom Creations:07/17/2024 Supplier Payment: Rancho Cucamonga Fire 446393 7/17/2024 Graphics Factory Printing 0 1,740.16 1,740.16 Graphics Factory Printing Protection District Inc Inc:07/17/2024 Supplier Payment:Donald Rancho Cucamonga Fire 7/17/2024 Donald R Cloughesy 0 2,105.94 2,105.94 R Cloughesy:07/17/2024 Protection District Supplier Payment:Brent Rancho Cucamonga Fire 7/17/2024 Brent Roberts 0 989.86 989.86 Roberts:07/17/2024 Protection District Supplier Payment: City of Rancho Cucamonga 446406 7/17/2024 Language Network Inc 298.68 0 298.68 Language Network Inc: 07/17/2024 Supplier Payment:Richards City of Rancho Cucamonga 7/17/2024 Richards Watson& 4,409.00 0 4,409.00 Watson&Gershon: Gershon 07/17/2024 Supplier Payment:Michael Rancho Cucamonga Fire 7/17/2024 Michael R Post 0 2,136.72 2,136.72 R Post:07/17/2024 Protection District Supplier Payment:Paul E Rancho Cucamonga Fire 7/17/2024 Paul E Lenze 0 739.30 739.30 Lenze:07/17/2024 Protection District Supplier Payment:Costar City of Rancho Cucamonga 446381 7/17/2024 Costar Realty Information 5,499.90 0 5,499.90 Realty Information Inc: Inc 07/17/2024 Supplier Payment:Advance Rancho Cucamonga Fire 446356 7/17/2024 Advance Auto Parts 0 277.78 277.78 Auto Parts:07/17/2024 Protection District Supplier Payment:Robert Rancho Cucamonga Fire 7/17/2024 Robert Eggers 0 739.30 739.30 Eggers:07/17/2024 Protection District Supplier Payment:James Rancho Cucamonga Fire 7/17/2024 James Curatalo 0 739.30 739.30 Curatalo:07/17/2024 Protection District Supplier Payment:Active City of Rancho Cucamonga 7/17/2024 Active Network Llc 850.00 0 850.00 Network Llc:07/17/2024 Supplier Payment:Wilbur Rancho Cucamonga Fire 7/17/2024 Wilbur Crossland 0 492.58 492.58 Crossland:07/17/2024 Protection District Supplier Payment: City of Rancho Cucamonga 446380 7/17/2024 Corodata Media Storage 90.10 0 90.10 Corodata Media Storage Inc Inc:07/17/2024 Supplier Payment:San City of Rancho Cucamonga 446422 7/17/2024 San Bernardino County 331.56 0 331.56 Bernardino County Sheriffs Sheriffs Dept Dept:07/17/2024 Supplier Payment:Byron Rancho Cucamonga Fire 7/17/2024 Byron Morgan 0 479.86 479.86 Morgan:07/17/2024 Protection District Supplier Payment:Empire City of Rancho Cucamonga 446385 7/17/2024 Empire Economics Inc 5,000.00 0 5,000.00 Economics Inc:07/17/2024 Supplier Payment:Vision City of Rancho Cucamonga 446437 7/17/2024 Vision Service Plan Ca 230.30 0 230.30 Service Plan Ca: 07/17/2024 Supplier Payment:Action City of Rancho Cucamonga 446354 7/17/2024 Action Awards Inc 775.81 0 775.81 Awards Inc:07/17/2024 Page 24 Council Meeting Check Register _ Company City&Fire Payment Date On or After 7/8/2024 Payment Date On or Befor 8/11/2024 Supplier Payment Company Check Number Check Date Supplier Name City of Rancho Rancho Cucamonga Fire Payment Amount for Cucamonga Protection District Reporting Transaction Supplier Payment: City of Rancho Cucamonga 446410 7/17/2024 Mediwaste Disposal 40.37 0 40.37 Mediwaste Disposal: 07/17/2024 Supplier Payment:Cal Fire: Rancho Cucamonga Fire 446370 7/17/2024 Cal Fire 0 700.00 700.00 07/17/2024 Protection District Supplier Payment:John Rancho Cucamonga Fire 7/17/2024 John Mckee 0 739.30 739.30 Mckee:07/17/2024 Protection District Supplier Payment:Karl Rancho Cucamonga Fire 7/17/2024 Karl Cox 0 739.30 739.30 Cox:07/17/2024 Protection District Supplier Payment:Liebert City of Rancho Cucamonga 446407 7/17/2024 Liebert Cassidy Whitmore 4,752.50 0 4,752.50 Cassidy Whitmore: 07/17/2024 Supplier Payment:Kevin Rancho Cucamonga Fire 7/17/2024 Kevin Walton 0 1,135.35 1,135.35 Walton:07/17/2024 Protection District Supplier Payment:William Rancho Cucamonga Fire 7/17/2024 William M Kirkpatrick 0 855.67 855.67 M Kirkpatrick:07/17/2024 Protection District Supplier Payment:Pepe'S City of Rancho Cucamonga 446416 7/17/2024 Pepe'S Towing Service 350.00 0 350.00 Towing Service: 07/17/2024 Supplier Payment:Terry Rancho Cucamonga Fire 7/17/2024 Terry Tuley 0 2,105.94 2,105.94 Tuley:07/17/2024 Protection District Supplier Payment:Verizon: City of Rancho Cucamonga 446433 7/17/2024 Verizon 40.29 0 40.29 07/17/2024 Supplier Payment:Jackie Rancho Cucamonga Fire 7/17/2024 Jackie Deans 0 291.15 291.15 Deans:07/17/2024 Protection District Supplier Payment:Inland City of Rancho Cucamonga 446399 7/17/2024 Inland Topsoil Mixes 754.25 0 754.25 Topsoil Mixes:07/17/2024 Supplier Payment:Susan Rancho Cucamonga Fire 7/17/2024 Susan Bazal 0 291.15 291.15 Bazal:07/17/2024 Protection District Supplier Payment:Abc City of Rancho Cucamonga 7/17/2024 Abc Locksmiths Inc 269.38 0 269.38 Locksmiths Inc:07/17/2024 Supplier Payment:Kenneth Rancho Cucamonga Fire 7/17/2024 Kenneth Mcneil 0 739.30 739.30 Mcneil:07/17/2024 Protection District Supplier Payment:Viola Rancho Cucamonga Fire 446436 7/17/2024 Viola Spagnolo 0 248.83 248.83 Spagnolo:07/17/2024 Protection District Supplier Payment:Ron Rancho Cucamonga Fire 7/17/2024 Ron Mayfield 0 739.30 739.30 Mayfield:07/17/2024 Protection District Supplier Payment:William Rancho Cucamonga Fire 7/17/2024 William Lane 0 739.30 739.30 Lane:07/17/2024 Protection District Supplier Payment:Westrux Rancho Cucamonga Fire 446438 7/17/2024 Westrux International Inc 0 69.51 69.51 International Inc: Protection District 07/17/2024 Supplier Payment:Kenneth Rancho Cucamonga Fire 7/17/2024 Kenneth Carnes 0 167.79 167.79 Carnes:07/17/2024 Protection District Supplier Payment:Henry Rancho Cucamonga Fire 446395 7/17/2024 Henry Schein Inc 0 7,851.60 7,851.60 Schein Inc:07/17/2024 Protection District Page 25 Council Meeting Check Register _ Company City&Fire Payment Date On or After 7/8/2024 Payment Date On or Befor 8/11/2024 Supplier Payment Company Check Number Check Date Supplier Name City of Rancho Rancho Cucamonga Fire Payment Amount for Cucamonga Protection District Reporting Transaction Supplier Payment:Dennis Rancho Cucamonga Fire 7/17/2024 Dennis M Costello 0 2,824.84 2,824.84 M Costello:07/17/2024 Protection District Supplier Payment:Michael Rancho Cucamonga Fire 7/17/2024 Michael L Bell 0 2,105.94 2,105.94 L Bell:07/17/2024 Protection District Supplier Payment:Thomas Rancho Cucamonga Fire 7/17/2024 Thomas Salisbury 0 739.30 739.30 Salisbury:07/17/2024 Protection District Supplier Payment:Tom Rancho Cucamonga Fire 7/17/2024 Tom O'Brien 0 2,105.94 2,105.94 O'Brien:07/17/2024 Protection District Supplier Payment:Mc Avoy City of Rancho Cucamonga 446409 7/17/2024 Mc Avoy&Markham 2,693.75 0 2,693.75 &Markham:07/17/2024 Supplier Payment:Palms City of Rancho Cucamonga 7/17/2024 Palms To Pines Parasports 378.00 0 378.00 To Pines Parasports: 07/17/2024 Supplier Payment:Lenovo Rancho Cucamonga Fire 7/17/2024 Lenovo(United States)Inc 0 5,618.09 5,618.09 (United States)Inc: Protection District 07/17/2024 Supplier Payment:Justin City of Rancho Cucamonga 446402 7/17/2024 Justin Carroll Nottingham 450.00 0 450.00 Carroll Nottingham: 07/17/2024 Supplier Payment:Data City of Rancho Cucamonga 7/17/2024 Data Ticket Inc 9,217.15 0 9,217.15 Ticket Inc:07/17/2024 Supplier Payment:Gimmal City of Rancho Cucamonga 446389 7/17/2024 Gimmal Llc 1,146.65 0 1,146.65 Llc:07/17/2024 Supplier Payment: Rancho Cucamonga Fire 7/17/2024 Alexander R Ahumada 0 739.30 739.30 Alexander R Ahumada: Protection District 07/17/2024 Supplier Payment:Victoria Rancho Cucamonga Fire 7/17/2024 Victoria Bantau 0 616.10 616.10 Bantau:07/17/2024 Protection District Supplier Payment:Tim Rancho Cucamonga Fire 7/17/2024 Tim Fejeran 0 2,093.07 2,093.07 Fejeran:07/17/2024 Protection District Supplier Payment:Jeffrey Rancho Cucamonga Fire 7/17/2024 Jeffrey Roeder 0 1,422.62 1,422.62 Roeder:07/17/2024 Protection District Supplier Payment:Directv: City of Rancho Cucamonga 446384 7/17/2024 Directv 742.94 0 742.94 07/17/2024 Supplier Payment:Client City of Rancho Cucamonga 446379 7/17/2024 Client First Consulting 437.50 0 437.50 First Consulting Group Llc: Group Llc 07/17/2024 Supplier Payment:Bab Rancho Cucamonga Fire 446367 7/17/2024 Bab Steering Hydraulics Inc 0 267.49 267.49 Steering Hydraulics Inc: Protection District 07/17/2024 Supplier Payment: City of Rancho Cucamonga 446396 7/17/2024 Hernandez Group Llc 106.63 0 106.63 Hernandez Group Llc: 07/17/2024 Supplier Payment:Dennis Rancho Cucamonga Fire 7/17/2024 Dennis Myskow 0 1,573.82 1,573.82 Myskow:07/17/2024 Protection District Supplier Payment:Danny Rancho Cucamonga Fire 7/17/2024 Danny G Holt 0 1,652.90 1,652.90 G Halt:07/17/2024 Protection District Page 26 Council Meeting Check Register _ Company City&Fire Payment Date On or After 7/8/2024 Payment Date On or Befor 8/11/2024 Supplier Payment Company Check Number Check Date Supplier Name City of Rancho Rancho Cucamonga Fire Payment Amount for Cucamonga Protection District Reporting Transaction Supplier Payment: City of Rancho Cucamonga 446420 7/17/2024 Resource Building 448.78 0 448.78 Resource Building Materials Materials:07/17/2024 Supplier Payment:Kenneth Rancho Cucamonga Fire 446404 7/17/2024 Kenneth Walker 0 291.15 291.15 Walker:07/17/2024 Protection District Supplier Payment:49Er Rancho Cucamonga Fire 446353 7/17/2024 49Er Communications Inc 0 3,011.46 3,011.46 Communications Inc: Protection District 07/17/2024 Supplier Payment:Mary Rancho Cucamonga Fire 7/17/2024 Mary Jane Nelson 0 167.79 167.79 Jane Nelson:07/17/2024 Protection District Supplier Payment:Federal Rancho Cucamonga Fire 446387 7/17/2024 Federal Signal Corporation 0 580.12 580.12 Signal Corporation: Protection District 07/17/2024 Supplier Payment:Ralph Rancho Cucamonga Fire 7/17/2024 Ralph Crane 0 739.30 739.30 Crane:07/17/2024 Protection District Supplier Payment:Odp City of Rancho Cucamonga 446414 7/17/2024 Odp Business Solutions Llc 4,186.16 0 4,186.16 Business Solutions Llc: 07/17/2024 Supplier Payment:Patrick Rancho Cucamonga Fire 7/17/2024 Patrick Jerkins 0 1,573.82 1,573.82 Jerkins:07/17/2024 Protection District Supplier Payment:Kwall City of Rancho Cucamonga 446405 7/17/2024 Kwall Llc 20,600.00 0 20,600.00 Llc:07/17/2024 Supplier Payment: City of Rancho Cucamonga 446392 7/17/2024 Graphics Factory Printing 972.45 0 972.45 Graphics Factory Printing Inc Inc:07/17/2024 Supplier Payment:Beverly Rancho Cucamonga Fire 7/17/2024 Beverly Mackall 0 167.79 167.79 Mackall:07/17/2024 Protection District Supplier Payment: City of Rancho Cucamonga 446360 7/17/2024 American Public Power 6,653.99 0 6,653.99 American Public Power Association Association:07/17/2024 Supplier Payment: City of Rancho Cucamonga 446411 7/17/2024 Minuteman Press 695.03 0 695.03 Minuteman Press: 07/17/2024 Supplier Payment:Allan J Rancho Cucamonga Fire 7/17/2024 Allan J Lee 0 291.15 291.15 Lee:07/17/2024 Protection District Supplier Payment:James Rancho Cucamonga Fire 7/17/2024 James Sullivan 0 492.58 492.58 Sullivan:07/17/2024 Protection District Supplier Payment:Robert Rancho Cucamonga Fire 7/17/2024 Robert Anthony Corcoran 0 974.47 974.47 Anthony Corcoran: Protection District 07/17/2024 Supplier Payment:Steven Rancho Cucamonga Fire 7/17/2024 Steven Taylor 0 2,105.94 2,105.94 Taylor:07/17/2024 Protection District Supplier Payment:David Rancho Cucamonga Fire 7/17/2024 David Berry 0 739.30 739.30 Berry:07/17/2024 Protection District Supplier Payment:Verizon City of Rancho Cucamonga 446434 7/17/2024 Verizon Business 252.07 0 252.07 Business:07/17/2024 Supplier Payment:Cheryl L Rancho Cucamonga Fire 7/17/2024 Cheryl L Roberts 0 2,824.84 2,824.84 Roberts:07/17/2024 Protection District Page 27 Council Meeting Check Register _ Company City&Fire Payment Date On or After 7/8/2024 Payment Date On or Befor 8/11/2024 Supplier Payment Company Check Number Check Date Supplier Name City of Rancho Rancho Cucamonga Fire Payment Amount for Cucamonga Protection District Reporting Transaction Supplier Payment: City of Rancho Cucamonga 446390 7/17/2024 Globalstar Usa 178.09 0 178.09 Globalstar Usa:07/17/2024 Supplier Payment: Rancho Cucamonga Fire 446377 7/17/2024 Charlene Dominick 0 291.15 291.15 Charlene Dominick: Protection District 07/17/2024 Supplier Payment:Michael Rancho Cucamonga Fire 7/17/2024 Michael J Ploung 0 739.30 739.30 J Ploung:07/17/2024 Protection District Supplier Payment: City of Rancho Cucamonga 446430 7/17/2024 Southern California Edison 300.00 0 300.00 Southern California Edison- Remit-To:RCMU: 07/17/2024 Supplier Payment: City of Rancho Cucamonga 446429 7/17/2024 Southern California Edison 300.00 0 300.00 Southern California Edison- Remit-To:RCMU: 07/17/2024 Supplier Payment: City of Rancho Cucamonga 446428 7/17/2024 Southern California Edison 428.20 0 428.20 Southern California Edison- Remit-To:RCMU: 07/17/2024 Supplier Payment: City of Rancho Cucamonga 446427 7/17/2024 Southern California Edison 2,818.65 0 2,818.65 Southern California Edison- Remit-To:RCMU: 07/17/2024 Supplier Payment: City of Rancho Cucamonga 446426 7/17/2024 Southern California Edison 404.44 0 404.44 Southern California Edison- Remit-To:RCMU: 07/17/2024 Supplier Payment:C V W City of Rancho Cucamonga 446440 7/17/2024 C V W D 115,793.33 0 115,793.33 D:07/17/2024 Supplier Payment:The City of Rancho Cucamonga 446531 7/24/2024 The Kindred Corporation 2,058.78 0 2,058.78 Kindred Corporation: 07/24/2024 Supplier Payment:Dudek: City of Rancho Cucamonga 446484 7/24/2024 Dudek 4,907.50 0 4,907.50 07/24/2024 Supplier Payment:Ascent City of Rancho Cucamonga 446464 7/24/2024 Ascent Environmental Inc 76,083.34 0 76,083.34 Environmental Inc: 07/24/2024 Supplier Payment:The City of Rancho Cucamonga 446528 7/24/2024 The Bank Of New York 1,875.00 0 1,875.00 Bank Of New York Mellon: Mellon 07/24/2024 Supplier Payment:Beach City of Rancho Cucamonga 7/24/2024 Beach Entertainment And 11,550.00 0 11,550.00 Entertainment And Talent Talent Inc. Inc.:07/24/2024 Supplier Payment:Renne City of Rancho Cucamonga 446519 7/24/2024 Renne Public Law Group 19,000.00 0 19,000.00 Public Law Group: 07/24/2024 Supplier Payment:Mwi City of Rancho Cucamonga 446508 7/24/2024 Mwi Animal Health 2,848.61 0 2,848.61 Animal Health:07/24/2024 Page 28 Council Meeting Check Register Company City&Fire Payment Date On or After 7/8/2024 Payment Date On or Befor 8/11/2024 Supplier Payment Company Check Number Check Date Supplier Name City of Rancho Rancho Cucamonga Fire Payment Amount for Cucamonga Protection District Reporting Transaction Supplier Payment: City of Rancho Cucamonga 7/24/2024 Nationwide Premium 816.42 0 816.42 Nationwide Premium Holding Holding:07/24/2024 Supplier Payment: City of Rancho Cucamonga 446474 7/24/2024 Clarence Ross 400.00 0 400.00 Clarence Ross:07/24/2024 Supplier Payment:Vets City of Rancho Cucamonga 446539 7/24/2024 Vets Choice Radiology 268.00 0 268.00 Choice Radiology: 07/24/2024 Supplier Payment:Calif City of Rancho Cucamonga 446467 7/24/2024 Calif Department Of 6,028.65 0 6,028.65 Department Of Conservation Conservation:07/24/2024 Supplier Payment:Amtech City of Rancho Cucamonga 446462 7/24/2024 Amtech Elevator Services 153.00 0 153.00 Elevator Services: 07/24/2024 Supplier Payment:Vulcan City of Rancho Cucamonga 446540 7/24/2024 Vulcan Materials Company 346.88 0 346.88 Materials Company: 07/24/2024 Supplier Payment: City of Rancho Cucamonga 446501 7/24/2024 Lakeview Consulting LLC 14,800.00 0 14,800.00 Lakeview Consulting LLC: 07/24/2024 Supplier Payment:Cintas Rancho Cucamonga Fire 446473 7/24/2024 Cintas Corporation 0 352.74 352.74 Corporation:07/24/2024 Protection District Supplier Payment: City of Rancho Cucamonga 446516 7/24/2024 Quadient Finance Usa Inc 22.55 0 22.55 Quadient Finance Usa Inc: 07/24/2024 Supplier Payment:Ochoa City of Rancho Cucamonga 446510 7/24/2024 Ochoa Football Academy 600.00 0 600.00 Football Academy LLC: LLC 07/24/2024 Supplier Payment: City of Rancho Cucamonga 446458 7/24/2024 Advanced Chemical 3,188.40 0 3,188.40 Advanced Chemical Transport Inc Transport Inc:07/24/2024 Supplier Payment: Rancho Cucamonga Fire 446485 7/24/2024 Executive Detail Services 0 680.00 680.00 Executive Detail Services: Protection District 07/24/2024 Supplier Payment:Inland City of Rancho Cucamonga 7/24/2024 Inland Pacific Ballet 7,598.00 0 7,598.00 Pacific Ballet:07/24/2024 Supplier Payment: City of Rancho Cucamonga 446490 7/24/2024 Grainger 1,988.04 0 1,988.04 Grainger:07/24/2024 Supplier Payment:Kinetic City of Rancho Cucamonga 446500 7/24/2024 Kinetic Lighting Inc 351.50 0 351.50 Lighting Inc:07/24/2024 Supplier Payment:Vca City of Rancho Cucamonga 446536 7/24/2024 Vca Central Animal 1,892.70 0 1,892.70 Central Animal Hospital: Hospital 07/24/2024 Supplier Payment:Calif City of Rancho Cucamonga 7/24/2024 Calif Government Veba/ 2,945.00 0 2,945.00 Government Veba/ Rancho Cucamonga Rancho Cucamonga: 07/24/2024 Supplier Payment:Ups: City of Rancho Cucamonga 446535 7/24/2024 Ups 32.90 0 32.90 07/24/2024 Page 29 Itouncii Meeting Check Register _ Company City&Fire Payment Date On or After 7/8/2024 Payment Date On or Befor 8/11/2024 Supplier Payment Company Check Number Check Date Supplier Name City of Rancho Rancho Cucamonga Fire Payment Amount for Cucamonga Protection District Reporting Transaction Supplier Payment:Creative City of Rancho Cucamonga 446480 7/24/2024 Creative Brain Learning Llc 1,010.40 0 1,010.40 Brain Learning Llc: 07/24/2024 Supplier Payment:Coast City of Rancho Cucamonga 446475 7/24/2024 Coast Recreation Inc 5,638.47 0 5,638.47 Recreation Inc:07/24/2024 Supplier Payment:Alta City of Rancho Cucamonga 446460 7/24/2024 Alta Vista Mobile Home 288.60 0 288.60 Vista Mobile Home Park: Park 07/24/2024 Supplier Payment:Collins&City of Rancho Cucamonga 446476 7/24/2024 Collins&Collins Lip 17,282.55 0 17,282.55 Collins Lip:07/24/2024 Supplier Payment:John Rancho Cucamonga Fire 446499 7/24/2024 John Valenzuela 0 400.00 400.00 Valenzuela:07/24/2024 Protection District Supplier Payment:Pre-Paid City of Rancho Cucamonga 446515 7/24/2024 Pre-Paid Legal Services Inc 211.80 0 211.80 Legal Services Inc: 07/24/2024 Supplier Payment:Yunex City of Rancho Cucamonga 7/24/2024 Yunex Llc 26,552.86 0 26,552.86 Llc:07/24/2024 Supplier Payment:Graybar City of Rancho Cucamonga 446492 7/24/2024 Graybar Electric Company 6,112.27 0 6,112.27 Electric Company Inc: Inc 07/24/2024 Supplier Payment:Rccea: City of Rancho Cucamonga 7/24/2024 Rccea 1,581.50 0 1,581.50 07/24/2024 Supplier Payment:Willdan City of Rancho Cucamonga 446546 7/24/2024 Willdan Group 20,630.00 0 20,630.00 Group:07/24/2024 Supplier Payment:Delta City of Rancho Cucamonga 7/24/2024 Delta Dental Insurance 827.52 0 827.52 Dental Insurance Company: Company 07/24/2024 Supplier Payment:Airgas Rancho Cucamonga Fire 446459 7/24/2024 Airgas Usa Llc 0 1,338.74 1,338.74 Usa Llc:07/24/2024 Protection District Supplier Payment: City of Rancho Cucamonga 446527 7/24/2024 Sycamore Villa Mobile 200.00 0 200.00 Sycamore Villa Mobile Home Park Home Park:07/24/2024 Supplier Payment: City of Rancho Cucamonga 446517 7/24/2024 Quadient Inc 124.50 0 124.50 Quadient Inc:07/24/2024 Supplier Payment:Midwest City of Rancho Cucamonga 446507 7/24/2024 Midwest Veterinary Supply 4,936.33 0 4,936.33 Veterinary Supply Inc: Inc 07/24/2024 Supplier Payment: City of Rancho Cucamonga 446491 7/24/2024 Graphics Factory Printing 3,122.60 0 3,122.60 Graphics Factory Printing Inc Inc:07/24/2024 Supplier Payment:Cyclery City of Rancho Cucamonga 446481 7/24/2024 Cyclery USA Inc 30,632.53 0 30,632.53 USA Inc:07/24/2024 Supplier Payment:Uline: Rancho Cucamonga Fire 446534 7/24/2024 Uline 0 231.64 231.64 07/24/2024 Protection District Supplier Payment:Richards City of Rancho Cucamonga 7/24/2024 Richards Watson& 1,644.47 0 1,644.47 Watson&Gershon: Gershon 07/24/2024 Page 30 Council Meeting Check Register Company City&Fire Payment Date On or After 7/8/2024 Payment Date On or Befor 8/11/2024 Supplier Payment Company Check Number Check Date Supplier Name City of Rancho Rancho Cucamonga Fire Payment Amount for Cucamonga Protection District Reporting Transaction Supplier Payment:Federal Rancho Cucamonga Fire 446486 7/24/2024 Federal Signal Corporation 0 2,518.23 2,518.23 Signal Corporation: Protection District 07/24/2024 Supplier Payment:Crafco City of Rancho Cucamonga 7/24/2024 Crafco Inc 678.83 0 678.83 Inc:07/24/2024 Supplier Payment:Charter City of Rancho Cucamonga 446472 7/24/2024 Charter Communications 8,348.08 0 8,348.08 Communications: 07/24/2024 Supplier Payment:Liebert City of Rancho Cucamonga 446502 7/24/2024 Liebert Cassidy Whitmore 7,674.00 0 7,674.00 Cassidy Whitmore: 07/24/2024 Supplier Payment:Center City of Rancho Cucamonga 446470 7/24/2024 Center Stage Artists Inc 3,000.00 0 3,000.00 Stage Artists Inc: 07/24/2024 Supplier Payment:Waxie City of Rancho Cucamonga 446542 7/24/2024 Waxie Sanitary Supply 4,174.47 0 4,174.47 Sanitary Supply: 07/24/2024 Supplier Payment: City of Rancho Cucamonga 446493 7/24/2024 Haulaway Storage 239.68 0 239.68 Haulaway Storage Containers Inc Containers Inc:07/24/2024 Supplier Payment:Towill City of Rancho Cucamonga 446532 7/24/2024 Towill Inc 8,712.50 0 8,712.50 Inc:07/24/2024 Supplier Payment:Absolute City of Rancho Cucamonga 7/24/2024 Absolute Security 6,727.60 0 6,727.60 Security International Inc: International Inc 07/24/2024 Supplier Payment:Arnold City of Rancho Cucamonga 7/24/2024 Arnold Fields Painting 18,500.00 0 18,500.00 Fields Painting:07/24/2024 Supplier Payment:Ninyo& City of Rancho Cucamonga 7/24/2024 Ninyo&Moore 900.00 0 900.00 Moore:07/24/2024 Supplier Payment:Uline: City of Rancho Cucamonga 446533 7/24/2024 Uline 861.13 0 861.13 07/24/2024 Supplier Payment:Amlon City of Rancho Cucamonga 446461 7/24/2024 Amlon Industries Inc 2,406.03 0 2,406.03 Industries Inc:07/24/2024 Supplier Payment:Cr&A City of Rancho Cucamonga 446479 7/24/2024 Cr&A Custom Inc 1,129.01 0 1,129.01 Custom Inc:07/24/2024 Supplier Payment:Mci: City of Rancho Cucamonga 446506 7/24/2024 Mci 34.99 0 34.99 07/24/2024 Supplier Payment:Daniel A City of Rancho Cucamonga 7/24/2024 Daniel A Moisa 273.60 0 273.60 Moisa:07/24/2024 Supplier Payment:West Rancho Cucamonga Fire 446544 7/24/2024 West Coast Lights&Sirens 0 8,623.64 8,623.64 Coast Lights&Sirens: Protection District 07/24/2024 Supplier Payment:San City of Rancho Cucamonga 446521 7/24/2024 San Bernardino Cnty 27,493.38 0 27,493.38 Bernardino Cnty Auditor Auditor Controller Controller:07/24/2024 Supplier Payment:Pepe'S City of Rancho Cucamonga 446513 7/24/2024 Pepe'S Towing Service 875.00 0 875.00 Towing Service: 07/24/2024 Page 31 Council Meeting Check Register _ Company City&Fire Payment Date On or After 7/8/2024 Payment Date On or Befor 8/11/2024 Supplier Payment Company Check Number Check Date Supplier Name City of Rancho Rancho Cucamonga Fire Payment Amount for Cucamonga Protection District Reporting Transaction Supplier Payment:Dawson City of Rancho Cucamonga 7/24/2024 Dawson Productions Llc 781.25 0 781.25 Productions Llc: 07/24/2024 Supplier Payment:West Rancho Cucamonga Fire 446545 7/24/2024 West Coast Multimedia 0 500.00 500.00 Coast Multimedia: Protection District 07/24/2024 Supplier Payment:Full City of Rancho Cucamonga 446488 7/24/2024 Full Compass Systems Ltd 9,816.34 0 9,816.34 Compass Systems Ltd: 07/24/2024 Supplier Payment:Dapeer City of Rancho Cucamonga 446482 7/24/2024 Dapeer Rosenblit&Litvak 846.90 0 846.90 Rosenblit&Litvak Lip: Lip 07/24/2024 Supplier Payment: City of Rancho Cucamonga 446504 7/24/2024 Magellan Advisors Llc 3,625.00 0 3,625.00 Magellan Advisors Llc: 07/24/2024 Supplier Payment:Velocity City of Rancho Cucamonga 446537 7/24/2024 Velocity Truck Centers 261.28 0 261.28 Truck Centers:07/24/2024 Supplier Payment: City of Rancho Cucamonga 446487 7/24/2024 Ferguson Enterprises Llc 1,963.04 0 1,963.04 Ferguson Enterprises Llc #1350 #1350:07/24/2024 Supplier Payment:Ln Rancho Cucamonga Fire 446503 7/24/2024 Ln Curtis&Sons 0 17,574.68 17,574.68 Curtis&Sons:07/24/2024 Protection District Supplier Payment: City of Rancho Cucamonga 446483 7/24/2024 Dependable Break Room 64.73 0 64.73 Dependable Break Room Solutions Inc Solutions Inc:07/24/2024 Supplier Payment: City of Rancho Cucamonga 7/24/2024 Brightview Landscape 39,143.12 0 39,143.12 Brightview Landscape Services Inc Services Inc:07/24/2024 Supplier Payment:John A City of Rancho Cucamonga 446498 7/24/2024 John A Gilkey 7,000.00 0 7,000.00 Gilkey:07/24/2024 Supplier Payment:Sun Rancho Cucamonga Fire 446526 7/24/2024 Sun Badge Co 0 1,683.07 1,683.07 Badge Co:07/24/2024 Protection District Supplier Payment:Sovic City of Rancho Cucamonga 446525 7/24/2024 Sovic Creative 4,500.00 0 4,500.00 Creative:07/24/2024 Supplier Payment:Onward City of Rancho Cucamonga 446512 7/24/2024 Onward Engineering 20,042.50 0 20,042.50 Engineering:07/24/2024 Supplier Payment:Nextech City of Rancho Cucamonga 446509 7/24/2024 Nextech Systems Inc 105,384.22 0 105,384.22 Systems Inc:07/24/2024 Supplier Payment:South City of Rancho Cucamonga 446524 7/24/2024 South Coast Aqmd 647.24 0 647.24 Coast Aqmd:07/24/2024 Supplier Payment:Valverde City of Rancho Cucamonga 7/24/2024 Valverde School Of 18,606.00 0 18,606.00 School Of Performing Arts: Performing Arts 07/24/2024 Supplier Payment:Hr City of Rancho Cucamonga 446495 7/24/2024 Hr Green Pacific Inc 30,140.00 0 30,140.00 Green Pacific Inc: 07/24/2024 Page 32 Itouncii Meeting Check Register _ Company City&Fire Payment Date On or After 7/8/2024 Payment Date On or Befor 8/11/2024 Supplier Payment Company Check Number Check Date Supplier Name City of Rancho Rancho Cucamonga Fire Payment Amount for Cucamonga Protection District Reporting Transaction Supplier Payment:Chaffey City of Rancho Cucamonga 7/24/2024 Chaffey Joint Union High 43.118.67 0 43,118.67 Joint Union High School School District District:07/24/2024 Supplier Payment:G/M City of Rancho Cucamonga 7/24/2024 G/M Business Interiors 1,443.41 0 1,443.41 Business Interiors: 07/24/2024 Supplier Payment:Inland City of Rancho Cucamonga 446497 7/24/2024 Inland Empire Utilities 4,883.00 0 4,883.00 Empire Utilities Agency: Agency 07/24/2024 Supplier Payment:Ccs City of Rancho Cucamonga 446469 7/24/2024 Ccs Orange County 423.52 0 423.52 Orange County Janitorial Janitorial Inc Inc:07/24/2024 Supplier Payment: City of Rancho Cucamonga 446471 7/24/2024 Chaparral Heights Mobile 200.00 0 200.00 Chaparral Heights Mobile Home Park Home Park:07/24/2024 Supplier Payment:Scott City of Rancho Cucamonga 446523 7/24/2024 Scott Mcleod Plumbing Inc 995.00 0 995.00 Mcleod Plumbing Inc: 07/24/2024 Supplier Payment:Remmi City of Rancho Cucamonga 446518 7/24/2024 Remmi Construction Inc 3,464.20 0 3,464.20 Construction Inc: 07/24/2024 Supplier Payment:Napa Rancho Cucamonga Fire 7/24/2024 Napa Auto Parts 0 160.45 160.45 Auto Parts:07/24/2024 Protection District Supplier Payment:Full City of Rancho Cucamonga 446489 7/24/2024 Full Spectrum Educational 350.00 0 350.00 Spectrum Educational Services Services:07/24/2024 Supplier Payment:Sbpea: City of Rancho Cucamonga 446522 7/24/2024 Sbpea 2,563.89 0 2,563.89 07/24/2024 Supplier Payment:Concept City of Rancho Cucamonga 446477 7/24/2024 Concept Powder Coating 970.00 0 970.00 Powder Coating: 07/24/2024 Supplier Payment:Anixter City of Rancho Cucamonga 446463 7/24/2024 Anixter Inc 440,855.89 0 440,855.89 Inc:07/24/2024 Supplier Payment:Odp City of Rancho Cucamonga 446511 7/24/2024 Odp Business Solutions Llc 4,141.64 0 4,141.64 Business Solutions Llc: 07/24/2024 Supplier Payment:West City of Rancho Cucamonga 446543 7/24/2024 West Coast Arborists Inc 90,570.60 0 90,570.60 Coast Arborists Inc: 07/24/2024 Supplier Payment:Bound Rancho Cucamonga Fire 446465 7/24/2024 Bound Tree Medical Llc 0 2,879.48 2,879.48 Tree Medical Llc: Protection District 07/24/2024 Supplier Payment:Rcpfa: Rancho Cucamonga Fire 7/24/2024 Rcpfa 0 14,552.99 14,552.99 07/24/2024 Protection District Supplier Payment:The City of Rancho Cucamonga 446530 7/24/2024 The Groves On Foothill 200.00 0 200.00 Groves On Foothill: 07/24/2024 Supplier Payment:The Rancho Cucamonga Fire 446529 7/24/2024 The Bank Of New York 0 2,375.00 2,375.00 Bank Of New York Mellon: Protection District Mellon 07/24/2024 Page 33 Council Meeting Check Register Company City&Fire Payment Date On or After 7/8/2024 Payment Date On or Befor 8/11/2024 Supplier Payment Company Check Number Check Date Supplier Name City of Rancho Rancho Cucamonga Fire Payment Amount for Cucamonga Protection District Reporting Transaction Supplier Payment:Holliday City of Rancho Cucamonga 446494 7/24/2024 Holliday Rock Co Inc 1,897.48 0 1,897.48 Rock Co Inc:07/24/2024 Supplier Payment:Calpers City of Rancho Cucamonga 446468 7/24/2024 Calpers Long-Term Care 442.70 0 442.70 Long-Term Care Program: Program 07/24/2024 Supplier Payment:Conor City of Rancho Cucamonga 446478 7/24/2024 Conor Consulting Llc 262.50 0 262.50 Consulting Llc:07/24/2024 Supplier Payment:Verizon City of Rancho Cucamonga 446538 7/24/2024 Verizon Wireless-La 3,182.90 0 3,182.90 Wireless-La:07/24/2024 Supplier Payment:Walters City of Rancho Cucamonga 446541 7/24/2024 Walters Wholesale Electric 292.72 0 292.72 Wholesale Electric Co: Co 07/24/2024 Supplier Payment:Mark City of Rancho Cucamonga 446505 7/24/2024 Mark Murphy 3,000.00 0 3,000.00 Murphy:07/24/2024 Supplier Payment:ZONDA City of Rancho Cucamonga 446547 7/24/2024 ZONDA ADVISORY 6,000.00 0 6,000.00 ADVISORY:07/24/2024 Supplier Payment:Postal City of Rancho Cucamonga 446514 7/24/2024 Postal Perfect 195.00 0 195.00 Perfect:07/24/2024 Supplier Payment:San City of Rancho Cucamonga 7/24/2024 San Bernardino County 4,260,137.00 0 4,260,137.00 Bernardino County SheriffS SheriffS Dept Dept:07/24/2024 Supplier Payment:Graves City of Rancho Cucamonga 7/24/2024 Graves&King Lip 4,975.55 0 4,975.55 &King Lip:07/24/2024 Supplier Payment:Fehr& City of Rancho Cucamonga 7/24/2024 Fehr&Peers 397.50 0 397.50 Peers:07/24/2024 Supplier Payment:Rogue Rancho Cucamonga Fire 446520 7/24/2024 Rogue Fitness 0 15,092.09 15,092.09 Fitness:07/24/2024 Protection District Supplier Payment: Rancho Cucamonga Fire 446457 7/24/2024 Advanced Battery Systems 0 3,784.10 3,784.10 Advanced Battery Systems Protection District Inc Inc:07/24/2024 Supplier Payment:Adapt City of Rancho Cucamonga 446456 7/24/2024 Adapt Consulting Inc 852.46 0 852.46 Consulting Inc:07/24/2024 Supplier Payment: City of Rancho Cucamonga 7/24/2024 Placeworks 11,559.16 0 11,559.16 P laceworks:07/24/2024 Supplier Payment:Idexx City of Rancho Cucamonga 446496 7/24/2024 Idexx Distribution Inc 5,766.54 0 5,766.54 Distribution Inc:07/24/2024 Supplier Payment:Bpr City of Rancho Cucamonga 446466 7/24/2024 Bpr Consulting Group Llc 2,142.92 0 2,142.92 Consulting Group Llc: 07/24/2024 Supplier Payment:Zones It Rancho Cucamonga Fire 7/24/2024 Zones It Solutions Inc 0 4,609.39 4,609.39 Solutions Inc:07/24/2024 Protection District Supplier Payment:Gentry City of Rancho Cucamonga 7/24/2024 Gentry Brothers Inc 934,486.69 0 934,486.69 Brothers Inc:07/24/2024 Page 34 Council Meeting Check Register Company City&Fire Payment Date On or After 7/8/2024 Payment Date On or Befor 8/11/2024 Supplier Payment Company Check Number Check Date Supplier Name City of Rancho Rancho Cucamonga Fire Payment Amount for Cucamonga Protection District Reporting Transaction Supplier Payment:Frontier City of Rancho Cucamonga 446549 7/24/2024 Frontier Comm 4,335.00 0 4,335.00 Comm:07/24/2024 Supplier Payment:Frontier Rancho Cucamonga Fire 446548 7/24/2024 Frontier Comm 0 1,384.44 1,384.44 Comm:07/24/2024 Protection District Supplier Payment:Yari City of Rancho Cucamonga 446558 7/25/2024 Yari More Latin Band 2,000.00 0 2,000.00 More Latin Band: 07/25/2024 Supplier Payment:C V W Rancho Cucamonga Fire 446557 7/25/2024 C V W D 0 1,703.11 1,703.11 D:07/25/2024 Protection District Supplier Payment:C V W City of Rancho Cucamonga 446556 7/25/2024 C V W D 75,003.52 0 75,003.52 D:07/25/2024 Supplier Payment:Braun City of Rancho Cucamonga 446571 7/31/2024 Braun Blaising&Wynne Pc 292.79 0 292.79 Blaising&Wynne Pc: 07/31/2024 Supplier Payment:Delta City of Rancho Cucamonga 7/31/2024 Delta Dental Of California 46,470.68 0 46,470.68 Dental Of California: 07/31/2024 Supplier Payment: City of Rancho Cucamonga 446560 7/31/2024 Advanced Chemical 2,123.00 0 2,123.00 Advanced Chemical Transport Inc Transport Inc:07/31/2024 Supplier Payment:Insight City of Rancho Cucamonga 446602 7/31/2024 Insight Public Sector Inc 337,201.84 0 337,201.84 Public Sector Inc: 07/31/2024 Supplier Payment:Caceo: City of Rancho Cucamonga 446574 7/31/2024 Caceo 459.00 0 459.00 07/31/2024 Supplier Payment:Johnny City of Rancho Cucamonga 7/31/2024 Johnny Allen Tennis 4,947.00 0 4,947.00 Allen Tennis Academy: Academy 07/31/2024 Supplier Payment: City of Rancho Cucamonga 446616 7/31/2024 Parkhouse Tire Inc 1,208.28 0 1,208.28 Parkhouse Tire Inc: 07/31/2024 Supplier Payment: City of Rancho Cucamonga 446566 7/31/2024 Archibald Pet Hospital 200.00 0 200.00 Archibald Pet Hospital: 07/31/2024 Supplier Payment:Shred City of Rancho Cucamonga 446624 7/31/2024 Shred Pros 1,068.00 0 1,068.00 Pros:07/31/2024 Supplier Payment:Tirehub Rancho Cucamonga Fire 446634 7/31/2024 Tirehub Llc 0 790.25 790.25 Llc:07/31/2024 Protection District Supplier Payment: City of Rancho Cucamonga 446630 7/31/2024 Standard Insurance 2,582.24 0 2,582.24 Standard Insurance Company Company:07/31/2024 Supplier Payment:Mitchell City of Rancho Cucamonga 446607 7/31/2024 Mitchell 1 5,208.00 0 5,208.00 1:07/31/2024 Supplier Payment:New City of Rancho Cucamonga 446613 7/31/2024 New Color Silk Screen 59.26 0 59.26 Color Silk Screen: 07/31/2024 Supplier Payment:Also Rancho Cucamonga Fire 446562 7/31/2024 Also Energy Inc 0 418.00 418.00 Energy Inc:07/31/2024 Protection District Page 35 Council Meeting Check Register Company City&Fire Payment Date On or After 7/8/2024 Payment Date On or Befor 8/11/2024 Supplier Payment Company Check Number Check Date Supplier Name City of Rancho Rancho Cucamonga Fire Payment Amount for Cucamonga Protection District Reporting Transaction Supplier Payment: City of Rancho Cucamonga 446599 7/31/2024 HILLCREST 29,877.50 0 29,877.50 HILLCREST CONTRACTING INC CONTRACTING INC: 07/31/2024 Supplier Payment: City of Rancho Cucamonga 446561 7/31/2024 Alphagraphics 2,394.23 0 2,394.23 Alphagraphics:07/31/2024 Supplier Payment: City of Rancho Cucamonga 7/31/2024 Merrimac Petroleum Inc 33,063.72 0 33,063.72 Merrimac Petroleum Inc: 07/31/2024 Supplier Payment: City of Rancho Cucamonga 446619 7/31/2024 Rehabwest Inc 171.00 0 171.00 Rehabwest Inc:07/31/2024 Supplier Payment:Animal City of Rancho Cucamonga 446564 7/31/2024 Animal Care Equipment& 2,082.22 0 2,082.22 Care Equipment& Services Services:07/31/2024 Supplier Payment:B&H City of Rancho Cucamonga 446568 7/31/2024 B&H Photo-Video 267.11 0 267.11 Photo-Video:07/31/2024 Supplier Payment:Rancho City of Rancho Cucamonga 446617 7/31/2024 Rancho Smog Center 99.90 0 99.90 Smog Center:07/31/2024 Supplier Payment:Ssi City of Rancho Cucamonga 446629 7/31/2024 Ssi Technologies 1,514.80 0 1,514.80 Technologies:07/31/2024 Supplier Payment: City of Rancho Cucamonga 446584 7/31/2024 Covetrus North America 4,310.32 0 4,310.32 Covetrus North America: 07/31/2024 Supplier Payment:Calpers City of Rancho Cucamonga 446575 7/31/2024 Calpers Long-Term Care 221.35 0 221.35 Long-Term Care Program: Program 07/31/2024 Supplier Payment:Richards City of Rancho Cucamonga 7/31/2024 Richards Watson& 7,499.55 0 7,499.55 Watson&Gershon: Gershon 07/31/2024 Supplier Payment: City of Rancho Cucamonga 446580 7/31/2024 Claremont Courier 150.00 0 150.00 Claremont Courier: 07/31/2024 Supplier Payment:Walters City of Rancho Cucamonga 446642 7/31/2024 Walters Wholesale Electric 3,163.07 0 3,163.07 Wholesale Electric Co: Co 07/31/2024 Supplier Payment:K-K City of Rancho Cucamonga 446604 7/31/2024 K-K Woodworking 86.12 0 86.12 Woodworking:07/31/2024 Supplier Payment:Golden City of Rancho Cucamonga 7/31/2024 Golden State Risk 147,984.00 0 147,984.00 State Risk Management Management Authority Authority:07/31/2024 Supplier Payment:Vision City of Rancho Cucamonga 446639 7/31/2024 Vision Service Plan Ca 11,630.15 0 11,630.15 Service Plan Ca: 07/31/2024 Supplier Payment:Mwi City of Rancho Cucamonga 446610 7/31/2024 Mwi Animal Health 1,273.06 0 1,273.06 Animal Health:07/31/2024 Page 36 Council Meeting Check Register _ Company City&Fire Payment Date On or After 7/8/2024 Payment Date On or Befor 8/11/2024 Supplier Payment Company Check Number Check Date Supplier Name City of Rancho Rancho Cucamonga Fire Payment Amount for Cucamonga Protection District Reporting Transaction Supplier Payment:Brightly City of Rancho Cucamonga 446572 7/31/2024 Brightly Software Inc 13,512.00 0 13,512.00 Software Inc:07/31/2024 Supplier Payment:Golden City of Rancho Cucamonga 446593 7/31/2024 Golden Oaks Vet Hospital 400.00 0 400.00 Oaks Vet Hospital: 07/31/2024 Supplier Payment:Psa City of Rancho Cucamonga 7/31/2024 Psa Print Group 1,165.77 0 1,165.77 Print Group:07/31/2024 Supplier Payment:The City of Rancho Cucamonga 446631 7/31/2024 The Remy Corporation 32,498.50 0 32,498.50 Remy Corporation: 07/31/2024 Supplier Payment:Rbm City of Rancho Cucamonga 446618 7/31/2024 Rbm Lock&Key Service 15.23 0 15.23 Lock&Key Service: 07/31/2024 Supplier Payment:West City of Rancho Cucamonga 446644 7/31/2024 West Coast Arborists Inc 57,304.70 0 57,304.70 Coast Arborists Inc: 07/31/2024 Supplier Payment:Crime City of Rancho Cucamonga 7/31/2024 Crime Scene Steri-Clean 320.00 0 320.00 Scene Steri-Clean Llc: Llc 07/31/2024 Supplier Payment:San City of Rancho Cucamonga 446621 7/31/2024 San Bernardino County 1,657.80 0 1,657.80 Bernardino County Sheriffs Sheriffs Dept Dept:07/31/2024 Supplier Payment:San City of Rancho Cucamonga 446620 7/31/2024 San Bernardino County 15,216.72 0 15,216.72 Bernardino County: 07/31/2024 Supplier Payment:Ln Rancho Cucamonga Fire 446606 7/31/2024 Ln Curtis&Sons 0 759.57 759.57 Curtis&Sons:07/31/2024 Protection District Supplier Payment:Scott City of Rancho Cucamonga 446623 7/31/2024 Scott Dreier 1,440.00 0 1,440.00 Dreier:07/31/2024 Supplier Payment:San City of Rancho Cucamonga 446622 7/31/2024 San Bernardino Cty Fire 10.00 0 10.00 Bernardino Cty Fire Protection Dist Protection Dist:07/31/2024 Supplier Payment: City of Rancho Cucamonga 446633 7/31/2024 Thompson Plumbing 1,754.59 0 1,754.59 Thompson Plumbing Supply Inc Supply Inc:07/31/2024 Supplier Payment:Mary City of Rancho Cucamonga 7/31/2024 Mary Mcgrath Architects 4,000.00 0 4,000.00 Mcgrath Architects: 07/31/2024 Supplier Payment:Clean City of Rancho Cucamonga 446581 7/31/2024 Clean Slate Group Llc 9,360.00 0 9,360.00 Slate Group Llc: 07/31/2024 Supplier Payment:Frontier City of Rancho Cucamonga 446589 7/31/2024 Frontier Comm 1,074.41 0 1,074.41 Comm:07/31/2024 Supplier Payment:Auto& City of Rancho Cucamonga 446567 7/31/2024 Auto&Rv Specialists Inc 134.98 0 134.98 Rv Specialists Inc: 07/31/2024 Supplier Payment:Ups: City of Rancho Cucamonga 446637 7/31/2024 Ups 32.90 0 32.90 07/31/2024 Page 37 Council Meeting Check Register Company City&Fire Payment Date On or After 7/8/2024 Payment Date On or Befor 8/11/2024 Supplier Payment Company Check Number Check Date Supplier Name City of Rancho Rancho Cucamonga Fire Payment Amount for Cucamonga Protection District Reporting Transaction Supplier Payment: City of Rancho Cucamonga 446588 7/31/2024 Ferguson Enterprises Llc 2,213.28 0 2,213.28 Ferguson Enterprises Llc #1350 #1350:07/31/2024 Supplier Payment:Pfm City of Rancho Cucamonga 7/31/2024 Pfm Asset Management Llc 20,023.93 0 20,023.93 Asset Management Llc: 07/31/2024 Supplier Payment: City of Rancho Cucamonga 446576 7/31/2024 Cambridge Seven 7,311.10 0 7,311.10 Cambridge Seven Associates Inc Associates Inc:07/31/2024 Supplier Payment:Victor City of Rancho Cucamonga 446638 7/31/2024 Victor Medical Company 1,809.05 0 1,809.05 Medical Company: 07/31/2024 Supplier Payment:Coast City of Rancho Cucamonga 446582 7/31/2024 Coast Fitness Repair Shop 450.00 0 450.00 Fitness Repair Shop: 07/31/2024 Supplier Payment: City of Rancho Cucamonga 446587 7/31/2024 Environment Planning 45.00 0 45.00 Environment Planning Dvmt Solutions Dvmt Solutions:07/31/2024 Supplier Payment:Mta City of Rancho Cucamonga 446609 7/31/2024 Mta Distributors Llc 6,805.49 0 6,805.49 Distributors Llc:07/31/2024 Supplier Payment:Cintas Rancho Cucamonga Fire 446579 7/31/2024 Cintas Corporation 0 546.51 546.51 Corporation:07/31/2024 Protection District Supplier Payment:Odp City of Rancho Cucamonga 446614 7/31/2024 Odp Business Solutions Llc 1,030.02 0 1,030.02 Business Solutions Llc: 07/31/2024 Supplier Payment:Wilson City of Rancho Cucamonga 446649 7/31/2024 Wilson Fiallos 1,674.00 0 1,674.00 Fiallos:07/31/2024 Supplier Payment: City of Rancho Cucamonga 446612 7/31/2024 Naumann Hobbs Material 5,526.29 0 5,526.29 Naumann Hobbs Material Handling Handling:07/31/2024 Supplier Payment:Allstar Rancho Cucamonga Fire 7/31/2024 Allstar Fire Equipment Inc 0 735.39 735.39 Fire Equipment Inc: Protection District 07/31/2024 Supplier Payment:Galls City of Rancho Cucamonga 446590 7/31/2024 Galls Llc 7,987.57 0 7,987.57 Llc:07/31/2024 Supplier Payment:Dawn City of Rancho Cucamonga 446586 7/31/2024 Dawn Triche Bisek 144.00 0 144.00 Triche Bisek:07/31/2024 Supplier Payment:D&K City of Rancho Cucamonga 446585 7/31/2024 D&K Concrete Company 1,394.71 0 1,394.71 Concrete Company: 07/31/2024 Supplier Payment: City of Rancho Cucamonga 7/31/2024 Envisionware Inc 17,863.75 0 17,863.75 Envisionware Inc: 07/31/2024 Supplier Payment:Air City of Rancho Cucamonga 7/31/2024 Air Exchange Inc 803.49 0 803.49 Exchange Inc:07/31/2024 Supplier Payment:Graybar City of Rancho Cucamonga 446597 7/31/2024 Graybar Electric Company 42,846.34 0 42,846.34 Electric Company Inc: Inc 07/31/2024 Page 38 Council Meeting Check Register _ Company City&Fire Payment Date On or After 7/8/2024 Payment Date On or Befor 8/11/2024 Supplier Payment Company Check Number Check Date Supplier Name City of Rancho Rancho Cucamonga Fire Payment Amount for Cucamonga Protection District Reporting Transaction Supplier Payment:G/M City of Rancho Cucamonga 7/31/2024 G/M Business Interiors 59.33 0 59.33 Business Interiors: 07/31/2024 Supplier Payment: City of Rancho Cucamonga 7/31/2024 Brightview Landscape 16,864.64 0 16,864.64 Brightview Landscape Services Inc Services Inc:07/31/2024 Supplier Payment: City of Rancho Cucamonga 7/31/2024 Mariposa Landscapes Inc 248,400.45 0 248,400.45 Mariposa Landscapes Inc: 07/31/2024 Supplier Payment: City of Rancho Cucamonga 7/31/2024 Constellation Energy 606,898.25 0 606,898.25 Constellation Energy Generation Llc Generation LIc:07/31/2024 Supplier Payment:Waxie City of Rancho Cucamonga 446643 7/31/2024 Waxie Sanitary Supply 4,213.89 0 4,213.89 Sanitary Supply: 07/31/2024 Supplier Payment:Genuine City of Rancho Cucamonga 446591 7/31/2024 Genuine General 1,490.00 0 1,490.00 General Contractor: Contractor 07/31/2024 Supplier Payment:Westnet Rancho Cucamonga Fire 446645 7/31/2024 Westnet Inc 0 750.00 750.00 Inc:07/31/2024 Protection District Supplier Payment:Hill'S City of Rancho Cucamonga 446598 7/31/2024 Hill'S Pet Nutrition Sales Inc 910.59 0 910.59 Pet Nutrition Sales Inc: 07/31/2024 Supplier Payment:James B City of Rancho Cucamonga 7/31/2024 James B Curry 11,788.25 0 11,788.25 Curry:07/31/2024 Supplier Payment: City of Rancho Cucamonga 446594 7/31/2024 Govexec Holdings Llc 75.00 0 75.00 Govexec Holdings Llc: 07/31/2024 Supplier Payment:Intervet City of Rancho Cucamonga 446603 7/31/2024 Intervet Inc 2,693.75 0 2,693.75 Inc:07/31/2024 Supplier Payment:Aquabio City of Rancho Cucamonga 446565 7/31/2024 Aquabio Environmental 4,542.94 0 4,542.94 Environmental Technologies Inc Technologies Inc: 07/31/2024 Supplier Payment: City of Rancho Cucamonga 446596 7/31/2024 Graphics Factory Printing 21.55 0 21.55 Graphics Factory Printing Inc Inc:07/31/2024 Supplier Payment:Vulcan City of Rancho Cucamonga 446641 7/31/2024 Vulcan Materials Company 930.82 0 930.82 Materials Company: 07/31/2024 Supplier Payment:Ols City of Rancho Cucamonga 446615 7/31/2024 Ols Service Inc 1,003.64 0 1,003.64 Service Inc:07/31/2024 Supplier Payment:Gogov City of Rancho Cucamonga 446592 7/31/2024 Gogov Apps Inc 14,928.00 0 14,928.00 Apps Inc:07/31/2024 Supplier Payment:Calif Rancho Cucamonga Fire 7/31/2024 Calif Government Veba/ 0 26,823.32 26,823.32 Government Veba/ Protection District Rancho Cucamonga Rancho Cucamonga: 07/31/2024 Supplier Payment: City of Rancho Cucamonga 446608 7/31/2024 Montgomery Hardware Co 299.76 0 299.76 Montgomery Hardware Co: 07/31/2024 Page 39 Council Meeting Check Register Company City&Fire Payment Date On or After 7/8/2024 Payment Date On or Befor 8/11/2024 Supplier Payment Company Check Number Check Date Supplier Name City of Rancho Rancho Cucamonga Fire Payment Amount for Cucamonga Protection District Reporting Transaction Supplier Payment:Hose- City of Rancho Cucamonga 446600 7/31/2024 Hose-Man Inc 339.17 0 339.17 Man Inc:07/31/2024 Supplier Payment:Graves City of Rancho Cucamonga 7/31/2024 Graves&King Lip 5,185.55 0 5,185.55 &King Lip:07/31/2024 Supplier Payment: City of Rancho Cucamonga 7/31/2024 Consolidated Electrical 4,225.21 0 4,225.21 Consolidated Electrical Distr Inc Distr Inc:07/31/2024 Supplier Payment:Amg& Rancho Cucamonga Fire 7/31/2024 Amg&Associates Inc 0 404,201.03 404,201.03 Associates Inc:07/31/2024 Protection District Supplier Payment:Valverde City of Rancho Cucamonga 7/31/2024 Valverde Stage 10,000.00 0 10,000.00 Stage Productions Inc: Productions Inc 07/31/2024 Supplier Payment:Lilburn City of Rancho Cucamonga 446605 7/31/2024 Lilburn Corporation 5,919.00 0 5,919.00 Corporation:07/31/2024 Supplier Payment:Assi Rancho Cucamonga Fire 7/31/2024 Assi Security 0 27,584.37 27,584.37 Security:07/31/2024 Protection District Supplier Payment:William City of Rancho Cucamonga 446647 7/31/2024 William R.Brown III 700.00 0 700.00 R.Brown III:07/31/2024 Supplier Payment:Brodart City of Rancho Cucamonga 446573 7/31/2024 Brodart Co 38,054.17 0 38,054.17 Co:07/31/2024 Supplier Payment:Mgt Of City of Rancho Cucamonga 7/31/2024 Mgt Of America Inc 4,500.00 0 4,500.00 America Inc:07/31/2024 Supplier Payment:Myers City of Rancho Cucamonga 446611 7/31/2024 Myers Tire Supply 330.84 0 330.84 Tire Supply Company: Company 07/31/2024 Supplier Payment:Humane City of Rancho Cucamonga 446601 7/31/2024 Humane Society Of San 252.00 0 252.00 Society Of San Bernardino Bernardino Valley Valley:07/31/2024 Supplier Payment:Alta City of Rancho Cucamonga 446563 7/31/2024 Alta Loma Animal Hospital 400.00 0 400.00 Loma Animal Hospital: 07/31/2024 Supplier Payment:Baker& City of Rancho Cucamonga 446569 7/31/2024 Baker&Taylor Llc 184.39 0 184.39 Taylor Llc:07/31/2024 Supplier Payment:Gaston City of Rancho Cucamonga 7/31/2024 Gaston Co/Code Red 258.60 0 258.60 Co/Code Red Headsets: Headsets 07/31/2024 Supplier Payment:Yunex City of Rancho Cucamonga 7/31/2024 Yunex Llc 30,668.09 0 30,668.09 Llc:07/31/2024 Supplier Payment: City of Rancho Cucamonga 446577 7/31/2024 Carahsoft Technology Corp 42,317.38 0 42,317.38 Carahsoft Technology Corp:07/31/2024 Supplier Payment:Wilcox City of Rancho Cucamonga 446646 7/31/2024 Wilcox Supply Co. 4,421.34 0 4,421.34 Supply Co.:07/31/2024 Supplier Payment:United City of Rancho Cucamonga 446635 7/31/2024 United Rentals North 3,611.45 0 3,611.45 Rentals North America Inc: America Inc 07/31/2024 Page 40 Council Meeting Check Register Company City&Fire Payment Date On or After 7/8/2024 Payment Date On or Befor 8/11/2024 Supplier Payment Company Check Number Check Date Supplier Name City of Rancho Rancho Cucamonga Fire Payment Amount for Cucamonga Protection District Reporting Transaction Supplier Payment:Bound Rancho Cucamonga Fire 446570 7/31/2024 Bound Tree Medical Llc 0 661.82 661.82 Tree Medical Llc: Protection District 07/31/2024 Supplier Payment:Theresa City of Rancho Cucamonga 446632 7/31/2024 Theresa Lee Consulting Llc 15,937.50 0 15,937.50 Lee Consulting Llc: 07/31/2024 Supplier Payment:Granted City of Rancho Cucamonga 446595 7/31/2024 Granted Digital,Inc. 2,100.00 0 2,100.00 Digital,Inc.:07/31/2024 Supplier Payment:William City of Rancho Cucamonga 446648 7/31/2024 William Vasta Photography 2,000.00 0 2,000.00 Vasta Photography: 07/31/2024 Supplier Payment:Vortex City of Rancho Cucamonga 446640 7/31/2024 Vortex Industries Llc 7,633.91 0 7,633.91 Industries LIc:07/31/2024 Supplier Payment:United City of Rancho Cucamonga 446636 7/31/2024 United Site Services 305.29 0 305.29 Site Services:07/31/2024 Supplier Payment:Concept City of Rancho Cucamonga 446583 7/31/2024 Concept Powder Coating 580.00 0 580.00 Powder Coating: 07/31/2024 Supplier Payment:Elecnor City of Rancho Cucamonga 7/31/2024 Elecnor Belco Electric Inc 96,381.72 0 96,381.72 Belco Electric Inc: 07/31/2024 Supplier Payment:Ccs City of Rancho Cucamonga 446578 7/31/2024 Ccs Orange County 6,818.94 0 6,818.94 Orange County Janitorial Janitorial Inc Inc:07/31/2024 Supplier Payment: City of Rancho Cucamonga 446628 7/31/2024 Southern California Edison 3,672.09 0 3,672.09 Southern California Edison- Remit-To:RCMU: 07/31/2024 Supplier Payment:C V W Rancho Cucamonga Fire 446651 7/31/2024 C V W D 0 895.09 895.09 D:07/31/2024 Protection District Supplier Payment:C V W City of Rancho Cucamonga 446650 7/31/2024 C V W D 1,266.06 0 1,266.06 D:07/31/2024 Supplier Payment: City of Rancho Cucamonga 446761 8/7/2024 Thompson Plumbing 3,209.56 0 3,209.56 Thompson Plumbing Supply Inc Supply Inc:08/07/2024 Supplier Payment:Absolute City of Rancho Cucamonga 8/7/2024 Absolute Security 33,229.82 0 33,229.82 Security International Inc: International Inc 08/07/2024 Supplier Payment:Sterling City of Rancho Cucamonga 446759 8/7/2024 Sterling Coffee Service 284.18 0 284.18 Coffee Service:08/07/2024 Supplier Payment: City of Rancho Cucamonga 446757 8/7/2024 Standard Insurance 2,529.95 0 2,529.95 Standard Insurance Company Company:08/07/2024 Supplier Payment: City of Rancho Cucamonga 446770 8/7/2024 University Enterprises 12,500.00 0 12,500.00 University Enterprises Corporation Corporation:08/07/2024 Supplier Payment: City of Rancho Cucamonga 446739 8/7/2024 PSOMAS 23,275.33 0 23,275.33 PSOMAS:08/07/2024 Page 41 Council Meeting Check Register - Company City&Fire Payment Date On or After 7/8/2024 Payment Date On or Befor 8/11/2024 Supplier Payment Company Check Number Check Date Supplier Name City of Rancho Rancho Cucamonga Fire Payment Amount for Cucamonga Protection District Reporting Transaction Supplier Payment: City of Rancho Cucamonga 446684 8/7/2024 American Right-Of-Way Inc 6,973.58 0 6,973.58 American Right-Of-Way Inc:08/07/2024 Supplier Payment:Safeway City of Rancho Cucamonga 446745 8/7/2024 Safeway Sign Company 1,384.73 0 1,384.73 Sign Company:08/07/2024 Supplier Payment:Verizon Rancho Cucamonga Fire 446773 8/7/2024 Verizon Business 0 5,020.10 5,020.10 Business:08/07/2024 Protection District Supplier Payment:San City of Rancho Cucamonga 446748 8/7/2024 San Bernardino County 828.90 0 828.90 Bernardino County Sheriffs Sheriffs Dept Dept:08/07/2024 Supplier Payment:Federal Rancho Cucamonga Fire 446703 8/7/2024 Federal Signal Corporation 0 1,262.27 1,262.27 Signal Corporation: Protection District 08/07/2024 Supplier Payment:Richards Rancho Cucamonga Fire 8/7/2024 Richards Watson& 0 1,343.40 1,343.40 Watson&Gershon: Protection District Gershon 08/07/2024 Supplier Payment:Adapt City of Rancho Cucamonga 446679 8/7/2024 Adapt Consulting Inc 723.20 0 723.20 Consulting Inc:08/07/2024 Supplier Payment:Civic City of Rancho Cucamonga 8/7/2024 Civic Solutions Inc 13,332.50 0 13,332.50 Solutions Inc:08/07/2024 Supplier Payment:The City of Rancho Cucamonga 446760 8/7/2024 The Kindred Corporation 31,524.00 0 31,524.00 Kindred Corporation: 08/07/2024 Supplier Payment:Shred City of Rancho Cucamonga 446750 8/7/2024 Shred Pros 65.00 0 65.00 Pros:08/07/2024 Supplier Payment:Reach Rancho Cucamonga Fire 446741 8/7/2024 Reach Media Network 0 564.43 564.43 Media Network:08/07/2024 Protection District Supplier Payment:Johnny City of Rancho Cucamonga 8/7/2024 Johnny Allen Tennis 928.20 0 928.20 Allen Tennis Academy: Academy 08/07/2024 Supplier Payment:West City of Rancho Cucamonga 446780 8/7/2024 West End Material Supply 1,114.87 0 1,114.87 End Material Supply: 08/07/2024 Supplier Payment: Rancho Cucamonga Fire 8/7/2024 Merrimac Petroleum Inc 0 27,367.06 27,367.06 Merrimac Petroleum Inc: Protection District 08/07/2024 Supplier Payment:San Rancho Cucamonga Fire 8/7/2024 San Bernardino County 0 870.00 870.00 Bernardino County SheriffS Protection District SheriffS Dept Dept:08/07/2024 Supplier Payment: City of Rancho Cucamonga 8/7/2024 Granicus Llc 10,154.38 0 10,154.38 Granicus Llc:08/07/2024 Supplier Payment:Maria City of Rancho Cucamonga 446721 8/7/2024 Maria Elena Alvarez 324.00 0 324.00 Elena Alvarez:08/07/2024 Supplier Payment:Unity City of Rancho Cucamonga 446769 8/7/2024 Unity Courier Service Inc 1,389.83 0 1,389.83 Courier Service Inc: 08/07/2024 Page 42 Council Meeting Check Register _ Company City&Fire Payment Date On or After 7/8/2024 Payment Date On or Befor 8/11/2024 Supplier Payment Company Check Number Check Date Supplier Name City of Rancho Rancho Cucamonga Fire Payment Amount for Cucamonga Protection District Reporting Transaction Supplier Payment:Safety- Rancho Cucamonga Fire 446744 8/7/2024 Safety-Kleen Systems Inc 0 289.16 289.16 Kleen Systems Inc: Protection District 08/07/2024 Supplier Payment:Richards City of Rancho Cucamonga 8/7/2024 Richards Watson& 16.409.20 0 16,409.20 Watson&Gershon: Gershon 08/07/2024 Supplier Payment:Ap Rancho Cucamonga Fire 446686 8/7/2024 Ap Triton Llc 0 3,538.50 3,538.50 Triton Llc:08/07/2024 Protection District Supplier Payment:San Rancho Cucamonga Fire 446747 8/7/2024 San Bernardino County 0 2,959.48 2,959.48 Bernardino County Fire Protection District Fire District District:08/07/2024 Supplier Payment: City of Rancho Cucamonga 446695 8/7/2024 Covetrus North America 168.09 0 168.09 Covetrus North America: 08/07/2024 Supplier Payment:Myers City of Rancho Cucamonga 446728 8/7/2024 Myers Tire Supply 446.03 0 446.03 Tire Supply Company: Company 08/07/2024 Supplier Payment:Able City of Rancho Cucamonga 446678 8/7/2024 Able Building Maintenance 3,824.00 0 3,824.00 Building Maintenance: 08/07/2024 Supplier Payment:Renne City of Rancho Cucamonga 446742 8/7/2024 Renne Public Law Group 9,500.00 0 9,500.00 Public Law Group: 08/07/2024 Supplier Payment:Eighth City of Rancho Cucamonga 446701 8/7/2024 Eighth Avenue Enterprise 2,114.35 0 2,114.35 Avenue Enterprise Llc: Llc 08/07/2024 Supplier Payment: City of Rancho Cucamonga 8/7/2024 Interest Consulting Group 2,736.12 0 2,736.12 Interest Consulting Group Inc Inc:08/07/2024 Supplier Payment:Cardio Rancho Cucamonga Fire 446691 8/7/2024 Cardio Partners Inc 0 11,791.66 11,791.66 Partners Inc:08/07/2024 Protection District Supplier Payment:Rccea: City of Rancho Cucamonga 8/7/2024 Rccea 1,583.75 0 1,583.75 08/07/2024 Supplier Payment:Midwest City of Rancho Cucamonga 446726 8/7/2024 Midwest Veterinary Supply 81.38 0 81.38 Veterinary Supply Inc: Inc 08/07/2024 Supplier Payment: City of Rancho Cucamonga 8/7/2024 Mariposa Landscapes Inc 182,956.15 0 182,956.15 Mariposa Landscapes Inc: 08/07/2024 Supplier Payment:G/M City of Rancho Cucamonga 8/7/2024 G/M Business Interiors 135.64 0 135.64 Business Interiors: 08/07/2024 Supplier Payment: City of Rancho Cucamonga 446763 8/7/2024 Transmission And 9,008.00 0 9,008.00 Transmission And Distribution Services Lis Distribution Services Lis: 08/07/2024 Supplier Payment:A To Z City of Rancho Cucamonga 446688 8/7/2024 A To Z Databases 5,320.00 0 5,320.00 Databases:08/07/2024 Supplier Payment:Holliday City of Rancho Cucamonga 446716 8/7/2024 Holliday Rock Co Inc 974.06 0 974.06 Rock Co Inc:08/07/2024 Page 43 Council Meeting Check Register - Company City&Fire Payment Date On or After 7/8/2024 Payment Date On or Befor 8/11/2024 Supplier Payment Company Check Number Check Date Supplier Name City of Rancho Rancho Cucamonga Fire Payment Amount for Cucamonga Protection District Reporting Transaction Supplier Payment:Shred Rancho Cucamonga Fire 446749 8/7/2024 Shred Pros 0 68.00 68.00 Pros:08/07/2024 Protection District Supplier Payment: City of Rancho Cucamonga 446764 8/7/2024 Transtech Engineers Inc 147.00 0 147.00 Transtech Engineers Inc: 08/07/2024 Supplier Payment:Tryfytt: City of Rancho Cucamonga 446765 8/7/2024 Tryfytt 2,108.50 0 2,108.50 08/07/2024 Supplier Payment:Calif City of Rancho Cucamonga 446690 8/7/2024 Calif Underground Fac Safe 48.82 0 48.82 Underground Fac Safe Excavation Board Excavation Board: 08/07/2024 Supplier Payment:Assi City of Rancho Cucamonga 8/7/2024 Assi Security 2,250.00 0 2,250.00 Security:08/07/2024 Supplier Payment:Vision City of Rancho Cucamonga 446776 8/7/2024 Vision Service Plan Ca 460.60 0 460.60 Service Plan Ca: 08/07/2024 Supplier Payment:Verizon City of Rancho Cucamonga 446774 8/7/2024 Verizon Business 80.60 0 80.60 Business:08/07/2024 Supplier Payment:Ph&S Rancho Cucamonga Fire 446736 8/7/2024 Ph&S Products Llc 0 15,300.00 15,300.00 Products Llc:08/07/2024 Protection District Supplier Payment:Directv: City of Rancho Cucamonga 446700 8/7/2024 Directv 85.62 0 85.62 08/07/2024 Supplier Payment: City of Rancho Cucamonga 8/7/2024 Champion Fire Systems Inc 9,605.48 0 9,605.48 Champion Fire Systems Inc:08/07/2024 Supplier Payment:Dunn- City of Rancho Cucamonga 8/7/2024 Dunn-Edwards Corporation 892.29 0 892.29 Edwards Corporation: 08/07/2024 Supplier Payment:Frontier Rancho Cucamonga Fire 446708 8/7/2024 Frontier Comm 0 1,362.30 1,362.30 Comm:08/07/2024 Protection District Supplier Payment:Valverde City of Rancho Cucamonga 8/7/2024 Valverde School Of 8,578.50 0 8,578.50 School Of Performing Arts: Performing Arts 08/07/2024 Supplier Payment:Waxie City of Rancho Cucamonga 446778 8/7/2024 Waxie Sanitary Supply 6,252.37 0 6,252.37 Sanitary Supply: 08/07/2024 Supplier Payment: City of Rancho Cucamonga 446723 8/7/2024 Mcmaster-Carr Supply 2,499.13 0 2,499.13 Mcmaster-Carr Supply Company Company:08/07/2024 Supplier Payment:Fire Rancho Cucamonga Fire 446706 8/7/2024 Fire Station Furniture 0 6,182.96 6,182.96 Station Furniture: Protection District 08/07/2024 Supplier Payment: City of Rancho Cucamonga 446724 8/7/2024 Mediwaste Disposal 52.19 0 52.19 Mediwaste Disposal: 08/07/2024 Supplier Payment:Yamada City of Rancho Cucamonga 446784 8/7/2024 Yamada Enterprises 2,800.00 0 2,800.00 Enterprises:08/07/2024 Page 44 Itouncii Meeting Check Register Company City&Fire Payment Date On or After 7/8/2024 Payment Date On or Befor 8/11/2024 Supplier Payment Company Check Number Check Date Supplier Name City of Rancho Rancho Cucamonga Fire Payment Amount for Cucamonga Protection District Reporting Transaction Supplier Payment:Ascent City of Rancho Cucamonga 446687 8/7/2024 Ascent Environmental Inc 84,222.40 0 84,222.40 Environmental Inc: 08/07/2024 Supplier Payment:Pars: City of Rancho Cucamonga 446734 8/7/2024 Pars 3,500.00 0 3,500.00 08/07/2024 Supplier Payment:Wilson City of Rancho Cucamonga 446783 8/7/2024 Wilson Fiallos 2,511.00 0 2,511.00 Fiallos:08/07/2024 Supplier Payment:Uline: City of Rancho Cucamonga 446767 8/7/2024 Uline 402.22 0 402.22 08/07/2024 Supplier Payment:Mig Inc: City of Rancho Cucamonga 446727 8/7/2024 Mig Inc 2,640.00 0 2,640.00 08/07/2024 Supplier Payment:Victor City of Rancho Cucamonga 446775 8/7/2024 Victor Medical Company 3,796.21 0 3,796.21 Medical Company: 08/07/2024 Supplier Payment: City of Rancho Cucamonga 446714 8/7/2024 Haulaway Storage 119.84 0 119.84 Haulaway Storage Containers Inc Containers Inc:08/07/2024 Supplier Payment:Calif City of Rancho Cucamonga 8/7/2024 Calif Government Veba/ 2,945.00 0 2,945.00 Government Veba/ Rancho Cucamonga Rancho Cucamonga: 08/07/2024 Supplier Payment:Iteris City of Rancho Cucamonga 446719 8/7/2024 Iteris Inc 2,687.80 0 2,687.80 Inc:08/07/2024 Supplier Payment:Sprout City of Rancho Cucamonga 446756 8/7/2024 Sprout Social Inc 9,892.01 0 9,892.01 Social Inc:08/07/2024 Supplier Payment:Diane City of Rancho Cucamonga 446699 8/7/2024 Diane Carty 360.00 0 360.00 Carty:08/07/2024 Supplier Payment:Ups: City of Rancho Cucamonga 446771 8/7/2024 Ups 160.00 0 160.00 08/07/2024 Supplier Payment:Alma City of Rancho Cucamonga 446683 8/7/2024 Alma Arocho 1,430.40 0 1,430.40 Arocho:08/07/2024 Supplier Payment:National City of Rancho Cucamonga 446729 8/7/2024 National Cng&Fleet 500.00 0 500.00 Cng&Fleet Service: Service 08/07/2024 Supplier Payment: City of Rancho Cucamonga 446704 8/7/2024 Ferguson Enterprises Llc 453.08 0 453.08 Ferguson Enterprises Llc #1350 #1350:08/07/2024 Supplier Payment:Palms City of Rancho Cucamonga 8/7/2024 Palms To Pines Parasports 36.00 0 36.00 To Pines Parasports: 08/07/2024 Supplier Payment: City of Rancho Cucamonga 446766 8/7/2024 Tumbleweed Press Inc 1,000.00 0 1,000.00 Tumbleweed Press Inc: 08/07/2024 Supplier Payment:Vca City of Rancho Cucamonga 446772 8/7/2024 Vca Central Animal 124.25 0 124.25 Central Animal Hospital: Hospital 08/07/2024 Supplier Payment:Richard City of Rancho Cucamonga 446743 8/7/2024 Richard Lewis Media Group 11,500.00 0 11,500.00 Lewis Media Group Inc: Inc 08/07/2024 Supplier Payment:Airgas City of Rancho Cucamonga 446682 8/7/2024 Airgas Use Llc 890.16 0 890.16 Usa Llc:08/07/2024 Page 45 Council Meeting Check Register Company City&Fire Payment Date On or After 7/8/2024 Payment Date On or Befor 8/11/2024 Supplier Payment Company Check Number Check Date Supplier Name City of Rancho Rancho Cucamonga Fire Payment Amount for Cucamonga Protection District Reporting Transaction Supplier Payment:Only City of Rancho Cucamonga 446731 8/7/2024 Only Cremations For Pets 1,668.00 0 1,668.00 Cremations For Pets Inc: Inc 08/07/2024 Supplier Payment:Napa Rancho Cucamonga Fire 8/7/2024 Napa Auto Parts 0 1,436.28 1,436.28 Auto Parts:08/07/2024 Protection District Supplier Payment: City of Rancho Cucamonga 446697 8/7/2024 Daisyeco Inc 96.25 0 96.25 Daisyeco Inc:08/07/2024 Supplier Payment:Agility City of Rancho Cucamonga 446681 8/7/2024 Agility Fuel Systems LLC 35,208.78 0 35,208.78 Fuel Systems LLC: 08/07/2024 Supplier Payment:Midwest City of Rancho Cucamonga 8/7/2024 Midwest Tape Llc 7,899.37 0 7,899.37 Tape Llc:08/07/2024 Supplier Payment:Stanley City of Rancho Cucamonga 446758 8/7/2024 Stanley Pest Control 3,160.00 0 3,160.00 Pest Control:08/07/2024 Supplier Payment:Towill City of Rancho Cucamonga 446762 8/7/2024 Towill Inc 14,324.75 0 14,324.75 Inc:08/07/2024 Supplier Payment: City of Rancho Cucamonga 446712 8/7/2024 Graphics Factory Printing 925.57 0 925.57 Graphics Factory Printing Inc Inc:08/07/2024 Supplier Payment:Inyo City of Rancho Cucamonga 446718 8/7/2024 Inyo Networks Inc 11,119.50 0 11,119.50 Networks Inc:08/07/2024 Supplier Payment:Prime City of Rancho Cucamonga 446738 8/7/2024 Prime Glass 368.92 0 368.92 Glass:08/07/2024 Supplier Payment:Yunex City of Rancho Cucamonga 8/7/2024 Yunex Llc 142,160.37 0 142,160.37 Llc:08/07/2024 Supplier Payment:Jorry City of Rancho Cucamonga 8/7/2024 Jorry Keith 168.00 0 168.00 Keith:08/07/2024 Supplier Payment:Carol City of Rancho Cucamonga 8/7/2024 Carol Jean Bourland 1,320.00 0 1,320.00 Jean Bourland:08/07/2024 Supplier Payment:Charter City of Rancho Cucamonga 446693 8/7/2024 Charter Communications 8,348.08 0 8,348.08 Communications: 08/07/2024 Supplier Payment:Mesa City of Rancho Cucamonga 446725 8/7/2024 Mesa Energy Systems Inc 40,170.58 0 40,170.58 Energy Systems Inc: 08/07/2024 Supplier Payment:Frontier City of Rancho Cucamonga 446707 8/7/2024 Frontier Comm 7,851.22 0 7,851.22 Comm:08/07/2024 Supplier Payment:Graybar City of Rancho Cucamonga 446713 8/7/2024 Graybar Electric Company 1,657.79 0 1,657.79 Electric Company Inc: Inc 08/07/2024 Supplier Payment: City of Rancho Cucamonga 8/7/2024 Hampton Living 630.00 0 630.00 Hampton Living: 08/07/2024 Supplier Payment:Odp City of Rancho Cucamonga 446730 8/7/2024 Odp Business Solutions Llc 3,194.90 0 3,194.90 Business Solutions Llc: 08/07/2024 Page 46 Council Meeting Check Register Company City&Fire Payment Date On or After 7/8/2024 Payment Date On or Befor 8/11/2024 Supplier Payment Company Check Number Check Date Supplier Name City of Rancho Rancho Cucamonga Fire Payment Amount for Cucamonga Protection District Reporting Transaction Supplier Payment:360 Rancho Cucamonga Fire 8/7/2024 360 Deep Cleaning Llc 0 8,830.00 8,830.00 Deep Cleaning Llc: Protection District 08/07/2024 Supplier Payment:D&K City of Rancho Cucamonga 446696 8/7/2024 D&K Concrete Company 6,362.65 0 6,362.65 Concrete Company: 08/07/2024 Supplier Payment:Willdan City of Rancho Cucamonga 446782 8/7/2024 Willdan Group 8,832.00 0 8,832.00 Group:08/07/2024 Supplier Payment:Pre-Paid City of Rancho Cucamonga 446737 8/7/2024 Pre-Paid Legal Services Inc 211.80 0 211.80 Legal Services Inc: 08/07/2024 Supplier Payment: City of Rancho Cucamonga 446694 8/7/2024 Circlepoint 480.00 0 480.00 Ci rclepoi nt:08/07/2024 Supplier Payment:David City of Rancho Cucamonga 446698 8/7/2024 David Freeman 200.00 0 200.00 Freeman:08/07/2024 Supplier Payment:South City of Rancho Cucamonga 446754 8/7/2024 South Coast Aqmd 739.36 0 739.36 Coast Aqmd:08/07/2024 Supplier Payment:Us City of Rancho Cucamonga 8/7/2024 Us Department Of Energy 7,355.50 0 7,355.50 Department Of Energy: 08/07/2024 Supplier Payment:Ewing City of Rancho Cucamonga 446702 8/7/2024 Ewing Irrigation Products 1,203.95 0 1,203.95 Irrigation Products Inc: Inc 08/07/2024 Supplier Payment:West City of Rancho Cucamonga 446779 8/7/2024 West Coast Arborists Inc 36,457.80 0 36,457.80 Coast Arborists Inc: 08/07/2024 Supplier Payment:Hi-Line City of Rancho Cucamonga 446715 8/7/2024 Hi-Line Electric Company 683.72 0 683.72 Electric Company: 08/07/2024 Supplier Payment:Mci: City of Rancho Cucamonga 446722 8/7/2024 Mci 35.41 0 35.41 08/07/2024 Supplier Payment:San Rancho Cucamonga Fire 8/7/2024 San Bernardino County 0 14,320.00 14,320.00 Bernardino County: Protection District 08/07/2024 Supplier Payment: City of Rancho Cucamonga 446711 8/7/2024 Grainger 47.52 0 47.52 Grainger:08/07/2024 Supplier Payment:Advance Rancho Cucamonga Fire 446680 8/7/2024 Advance Auto Parts 0 18.09 18.09 Auto Parts:08/07/2024 Protection District Supplier Payment:Ids City of Rancho Cucamonga 446717 8/7/2024 Ids Group Inc 19,154.10 0 19,154.10 Group Inc:08/07/2024 Supplier Payment:Golden City of Rancho Cucamonga 446710 8/7/2024 Golden Oaks Vet Hospital 100.00 0 100.00 Oaks Vet Hospital: 08/07/2024 Supplier Payment:South Rancho Cucamonga Fire 446753 8/7/2024 South Coast Aqmd 0 1,248.04 1,248.04 Coast Aqmd:08/07/2024 Protection District Supplier Payment:Fire Rancho Cucamonga Fire 446705 8/7/2024 Fire Apparatus Solutions 0 1,641.81 1,641.81 Apparatus Solutions: Protection District 08/07/2024 Page 47 Council Meeting Check Register _ Company City&Fire Payment Date On or After 7/8/2024 Payment Date On or Befor 8/11/2024 Supplier Payment Company Check Number Check Date Supplier Name City of Rancho Rancho Cucamonga Fire Payment Amount for Cucamonga Protection District Reporting Transaction Supplier Payment:Vulcan City of Rancho Cucamonga 446777 8/7/2024 Vulcan Materials Company 235.97 0 235.97 Materials Company: 08/07/2024 Supplier Payment: City of Rancho Cucamonga 446735 8/7/2024 Paymentus Corporation 1,111.50 0 1,111.50 Paymentus Corporation: 08/07/2024 Supplier Payment:United City of Rancho Cucamonga 446768 8/7/2024 United Site Services 305.29 0 305.29 Site Services:08/07/2024 Supplier Payment:Aufbau City of Rancho Cucamonga 446689 8/7/2024 Aufbau Corporation 59,825.00 0 59,825.00 Corporation:08/07/2024 Supplier Payment:Onward City of Rancho Cucamonga 446733 8/7/2024 Onward Engineering 715.00 0 715.00 Engineering:08/07/2024 Supplier Payment:Kimley- City of Rancho Cucamonga 446720 8/7/2024 Kimley-Horn&Associates 71,762.40 0 71,762.40 Horn&Associates Inc: Inc 08/07/2024 Supplier Payment:Ameron City of Rancho Cucamonga 446685 8/7/2024 Ameron Pole Products Llc 53,724.60 0 53,724.60 Pole Products Llc: 08/07/2024 Supplier Payment:Ccs City of Rancho Cucamonga 446692 8/7/2024 Ccs Orange County 76,194.99 0 76,194.99 Orange County Janitorial Janitorial Inc Inc:08/07/2024 Supplier Payment:San City of Rancho Cucamonga 446746 8/7/2024 San Bernardino Co Auditor 175.23 0 175.23 Bernardino Co Auditor Cont Cont:08/07/2024 Supplier Payment:Rancho City of Rancho Cucamonga 446740 8/7/2024 Rancho West Animal 200.00 0 200.00 West Animal Hospital: Hospital 08/07/2024 Supplier Payment:Ginger City of Rancho Cucamonga 446709 8/7/2024 Ginger Dollarhide 486.00 0 486.00 Do I l a r h i d e:08/07/2024 Supplier Payment:Westrux Rancho Cucamonga Fire 446781 8/7/2024 Westrux International Inc 0 303.26 303.26 International Inc: Protection District 08/07/2024 Supplier Payment:Ontario City of Rancho Cucamonga 446732 8/7/2024 Ontario Spay&Neuter Inc 400.00 0 400.00 Spay&Neuter Inc: 08/07/2024 Supplier Payment:Young City of Rancho Cucamonga 446785 8/7/2024 Young Rembrandts 648.00 0 648.00 Re m b ra n d ts:08/07/2024 Supplier Payment: City of Rancho Cucamonga 446755 8/7/2024 Southern California Edison 420.54 0 420.54 Southern California Edison- Remit-To:RCMU: 08/07/2024 Supplier Payment:Sbpea: City of Rancho Cucamonga 446796 8/8/2024 Sbpea 2,536.00 0 2,536.00 08/08/2024 Supplier Payment:Siteone City of Rancho Cucamonga 446797 8/8/2024 Siteone Landscape Supply 31,123.82 0 31,123.82 Landscape Supply Llc: Llc 08/08/2024 Supplier Payment: City of Rancho Cucamonga 446798 8/8/2024 Southern California Edison 186,854.45 0 186,854.45 Southern California Edison: 08/08/2024 Page 48 Council Meeting Check Register Company City&Fire Payment Date On or After 7/8/2024 Payment Date On or Befor 8/11/2024 Supplier Payment Company Check Number Check Date Supplier Name City of Rancho Rancho Cucamonga Fire Payment Amount for Cucamonga Protection District Reporting Transaction Supplier Payment:Odp City of Rancho Cucamonga 446795 8/8/2024 Odp Business Solutions Llc 2,343.53 0 2,343.53 Business Solutions Llc: 08/08/2024 11,053,722.83 800,367.43 11,854,090.26 Page 49 CITY OF RANCHO CUCAMONGA AND RANCHO CUCAMONGA FIRE PROTECTION DISTRICT Electronic Debit Register JUNE 1,2024 TO JUNE 30,2024 DATE DESCRIPTION CITY FIRE AMOUNT 613 U.S.BANK-Purchasing Card Payment 155,310.32 54,949.70 210,260.02 613 Workers Comp-City Account Transfer 190.00 190.00 613 Workers Comp-Fire Account Transfer 589.70 589.70 614 Bank Fee 119.60 119.60 6/4 Workers Comp-City Account Transfer 937.28 937.28 6/4 Workers Comp-Fire Account Transfer 3,347.15 3,347.15 6/5 Workers Comp-City Account Transfer 634.64 634.54 6/5 Workers Comp-Fire Account Transfer 580.01 580.01 6/6 Workers Comp-Fire Account Transfer 385.69 385.69 6/7 WIRE PAYMENT-RCMU CAISO 14,827.33 14,827.33 6/7 Workers Comp-City Account Transfer 363.10 363.10 6/7 Workers Comp-Fire Account Transfer 1,044.40 1,044.40 6110 Workers Comp-City Account Transfer 3,189.29 3,189.29 6110 Workers Comp-Fire Account Transfer 636.63 636.63 6111 Workers Comp-City Account Transfer 1,501.22 1,501.22 6111 Workers Comp-Fire Account Transfer 594.94 594.94 6112 Workers Comp-City Account Transfer 1,017.55 1,017.55 6112 Workers Comp-Fire Account Transfer 326.62 326.62 6113 STATE DISBURSEMENT UNIT-Child Support Payments 2,781.68 2,781.68 6113 STATE DISBURSEMENT UNIT-Child Support Payments 1,472.39 1,472.39 6113 Workers Comp-City Account Transfer 910.00 910.00 6114 CALPERS-City-Retirement Account Deposit 112,185.67 112,185.67 6114 CALPERS-City-Retirement Account Deposit 101,963.85 101,963.85 6114 CALPERS-Fire-Retirement Account Deposit 109,122.59 109,122.59 6/14 CALPERS-Fire-Retirement Account Deposit 73,122.83 73,122.83 6/14 CALPERS-Fire-Retirement Account Deposit 12,586.91 12,586.91 6/14 CALPERS-Fire-Retirement Account Deposit 6,555.24 6,555.24 6114 CALPERS-Fire-Retirement Account Deposit 2,846.88 2,846.88 6114 CALPERS-Fire-Retirement Account Deposit 1,399.34 1,399.34 6114 WIRE PAYMENT-RCMU CAISO 7,117.75 7,117.75 6114 Workers Comp-City Account Transfer 1,183.34 1,183.34 6114 Workers Comp-Fire Account Transfer 1,945.40 1,945.40 6117 Workers Comp-City Account Transfer 1,505.16 1,505.16 6118 CALPERS-Fire-Retirement Account Deposit 230,198.39 230,198.39 6118 CALPERS-Fire-Retirement Account Deposit 1,246.65 1,246.65 6118 Workers Comp-City Account Transfer 2,182.36 2,182.36 6118 Workers Comp-Fire Account Transfer 3,079.42 3,079.42 6/20 Workers Comp-Fire Account Transfer 19.08 19.08 6/21 WIRE PAYMENT-RCMU CAISO 106,003.61 106,003.61 6121 Workers Comp-City Account Transfer 464.72 454.72 6121 Workers Comp-Fire Account Transfer 587.57 587.57 6/24 Workers Comp-Fire Account Transfer 1,326.07 1,326.07 6/25 Workers Comp-City Account Transfer 3,284.58 3,284.58 6/25 Workers Comp-Fire Account Transfer 805.00 805.00 6/26 Workers Comp-City Account Transfer 511.69 511.69 6/26 Workers Comp-Fire Account Transfer 244.13 244.13 6/27 CALPERS-City-Retirement Account Deposit 14,892.80 14,892.80 6/27 CALPERS-City-Retirement Account Deposit 7,586.80 7,586.80 6/27 CALPERS-City-Retirement Account Deposit 2,464.80 2,464.80 6/27 CALPERS-Fire-Retirement Account Deposit 436.80 436.80 6/27 CALPERS-Fire-Retirement Account Deposit 3,432.00 3,432.00 6/27 CALPERS-Fire-Retirement Account Deposit 2,932.80 2,932.80 6/27 CALPERS-Fire-Retirement Account Deposit 930.80 930.80 6/27 CALPERS-Fire-Retirement Account Deposit 254.80 254.80 6/27 CALPERS-Fire-Retirement Account Deposit 182.00 182.00 6/27 CALPERS-Fire-Retirement Account Deposit 109,024.94 109,024.94 6127 CALPERS-Fire-Retirement Account Deposit 71,562.63 71,562.63 6127 CALPERS-Fire-Retirement Account Deposit 12,744.88 12,744.88 6127 CALPERS-Fire-Retirement Account Deposit 7,806.51 7,806.51 6127 CALPERS-Fire-Retirement Account Deposit 3,156.44 3,156.44 6127 CALPERS-Fire-Retirement Account Deposit 1,399.34 1,399.34 6127 STATE DISBURSEMENT UNIT-Child Support Payments 2,781.68 2,781.68 6127 STATE DISBURSEMENT UNIT-Child Support Payments 1,471.95 1,471.95 6127 Workers Comp-City Account Transfer 1,120.37 1,120.37 6127 Workers Comp-Fire Account Transfer 616.67 616.67 6128 CALPERS-City-Retirement Account Deposit 112,885.76 112,885.76 6128 CALPERS-City-Retirement Account Deposit 100,930.25 100,930.25 6/28 WIRE PAYMENT-RCMU CAISO 6,751.79 6,751.79 6/28 Workers Comp-City Account Transfer 1,312.11 1,312.11 6/28 Workers Comp-Fire Account Transfer 436.96 436.96 TOTAL CITY 766,281.98 TOTAL FIRE 728,021.27 GRAND TOTAL 1,494,303.25 Page 50 ti NONRR � a CITY OF RANCHO CUCAMONGA m �l DATE: August 21, 2024 TO: Mayor and Members of the City Council President and Members of the Board of Directors FROM: John R. Gillison, City Manager INITIATED BY: Tori Roberts, Interim Finance Director Veronica Lopez, Accounts Payable Supervisor SUBJECT: Consideration to Approve City and Fire District Weekly Check Registers for Checks Issued to Southern California Gas Company in the Total Amount of $13,756.86 Dated July 08, 2024, Through August 11, 2024. (CITY/FIRE) RECOMMENDATION: Staff recommends City Council/Board of Directors of the Fire Protection District approve payment of demands as presented. Weekly check register amounts are $12,904.32 and $852.54 for the City and the Fire District, respectively. BACKGROUND: N/A ANALYSIS: N/A FISCAL IMPACT: Adequate budgeted funds are available for the payment of demands per the attached listing. COUNCIL MISSION /VISION / GOAL(S) ADDRESSED: N/A ATTACHMENTS: Attachment 1 - Weekly Check Register Page 51 Council Meeting Check Register Company City&Fire Payment Date On or After 7/8/2024 Payment Date On or Befor 8/11/2024 Supplier Payment Company Check Number Check Date Supplier Name City of Rancho Rancho Cucamonga Fire Payment Amount for Cucamonga Protection District Reporting Transaction Supplier Payment:Socal City of Rancho Cucamonga 446627 7/31/2024 Socal Gas 1,044.43 0 1,044.43 Gas-Remit-To:Yard- Socal Gas:07/31/2024 Supplier Payment:Socal Rancho Cucamonga Fire 446626 7/31/2024 Socal Gas 0 764.39 764.39 Gas:07/31/2024 Protection District Supplier Payment:Socal City of Rancho Cucamonga 446625 7/31/2024 Socal Gas 11,834.87 0 11,834.87 Gas:07/31/2024 Supplier Payment:Socal Rancho Cucamonga Fire 446752 8/7/2024 Socal Gas 0 88.15 88.15 Gas:08/07/2024 Protection District Supplier Payment:Socal City of Rancho Cucamonga 446751 8/7/2024 Socal Gas 25.02 0 25.02 Gas:08/07/2024 12,904.32 852.54 13,756.86 Page 52 S HONOR a CITY OF RANCHO CUCAMONGA m DATE: August 21, 2024 TO: Mayor and Members of the City Council President and Members of the Board of Directors FROM: John R. Gillison, City Manager INITIATED BY: Elisa Cox, Assistant City Manager/Administrative Services Director Tori Roberts, Finance Director Hiram Zavala, Management Analyst II SUBJECT: Consideration to Receive and File Current Investment Schedules as of June 30, 2024, and July 31, 2024, for the City of Rancho Cucamonga and the Rancho Cucamonga Fire Protection District. (CITY/FIRE) RECOMMENDATION: Staff recommends that the City Council/Board of Directors of the Fire Protection District receive and file the attached current investment schedules for the City of Rancho Cucamonga (City) and the Rancho Cucamonga Fire Protection District (District) as of June 30, 2024, and July 31, 2024. BACKGROUND: The attached investment schedules as of July 31, 2024, reflect cash and investments managed by the Finance Department/Revenue Management Division and are in conformity with the requirements of California Government Code Section 53601 and the City of Rancho Cucamonga's and the Rancho Cucamonga Fire Protection District's adopted Investment Policies as approved on June 27, 2024. ANALYSIS: The City's and District's Treasurers are each required to submit a quarterly investment report to the City Council and the Fire Board, respectively, in accordance with California Government Code Section 53646. The quarterly investment report is required to be submitted within 30 days following the end of the quarter covered by the report. However, the City and District Treasurers have each elected to provide this report on a monthly basis. FISCAL IMPACT: None. COUNCIL MISSION /VISION / GOAL(S) ADDRESSED: The monthly investment schedule supports the City Council's core value of providing and nurturing a high quality of life for all by demonstrating the active, prudent fiscal management of the City's investment portfolio to ensure that financial resources are available to support the various services the city provides to all Rancho Cucamonga stakeholders. ATTACHMENTS: Attachment 1 - Investment Schedules (City) Attachment 2 - Investment Schedules (Fire) Page 53 City of Rancho Cucamonga Portfolio Summary RANCHO July 31, 2024 CUCAMONGA Cash Dividends Closing Portfolio Holdings and Income Market Value PFM Managed Account $ 405,382.65 $ 379,857,470.31 PFM Cash Balance - 877,552.81 CAMP Pool - 101,826,781.67 State Pool - 757,272.46 Passbook/Checking Accounts - 498,748.11 Total $ 405,382.65 $ 483,817,825.36 I certify that this report accurately reflects all City pooled investments and is in conformity with the investment policy adopted June 27, 2024. A copy of the investment policy is available in the Finance Department. The Investment Program herein shown provides sufficient cash flow liquidity to meet the next six months' estimated expenditures. The attached Summary of Cash and Investments with Fiscal Agents is provided under the Clty's official Investment Policy. The provisions of the individual bond documents govern the management of these funds. e2j � Z �// y/z/ Jim Harrington, Treasurer Date ATTACHMENT 1 Page 54 pfml asset management Account Statement Consolidated Summary Statement For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA Portfolio Summary Investment Allocation Cash Dividends Closing Portfolio Holdings and Income Market Value Investment Type Closing Market Value Percent PFMAM Managed Account 405,382.65 379,857,470.31 Asset-Backed Security 27,434,689.93 5.68 CAMP Pool 0.00 101,826,781.67 Federal Agency Bond/Note 14,975,632.17 3.10 Local Agency Investment Fund 0.00 757,272.46 Corporate Note 85,639,913.99 17.73 Passbook/Checking Accounts 0.00 498,748.11 Bank Note 4,731,310.38 0.98 Certificate of Deposit 8,142,941.47 1.69 Total $405,382.65 $482,940,272.55 Certificate of Deposit-FDIC Insured 468,957.69 0.10 Federal Agency Commercial Mortgage-Backed Sep 33,971,281.82 7.03 Supra-National Agency Bond/Note 2,604,066.29 0.54 U.S.Treasury Bond/Note 201,888,676.57 41.81 CAMP Pool 101,826,781.67 21.08 Local Agency Investment Fund 757,272.46 0.16 Passbook/Checking Accounts 498,748.11 0.10 Total $482,940,272.55 100.000/0 Maturity Distribution (Fixed Income Holdings) Sector Allocation Aw% Portfolio Holdings Closing Market Value Percent Fed Agy Bond Passbook/Checking Note Under 30 days 103,082,802.24 21.35 Accounts rrrr 3.10% 31 to 60 days 0.00 0.00 0.10% /////! Corporate Note y Local Agency /iiiiiiiiii : 17.73% 61 to 90 days 1,701,115.21 0.36 Investment Fun riiiiiiiiiii Bank Note 91 to 180 days 492,585.00 0.10 0.16% /�;11 01 "�XAA� CAMP Pool ///i //// i/iii Cert of Deposit 181 days to 1 year 25,536,768.12 5.2921.08% 1.69% 1 to 2 years 84 054 099.98 17.40 \\\\\\\\\\\\\ Cert of Deposit- \\\\\\\ FDIC 2 to 3 years 91,292,778.80 18.90 0.10% 3 to 4 years 96,057,385.21 19.89 \\\i\i\\iiii\\\\ii\\i Federal Agency 4 to 5 years 80 722 737.99 16.71 Commercial \\\\\\ Over 5 years 0.00 0.00 \i\\\�\�S,IN,i\!\ ° Secu Backed 7.03% Total $482,940,272.55 100.00% US TSY Bond/Note Supra-National Weighted Average Days to Maturity 815 41.81% 0.5 %Bond/Note PFM Asset Management LLC Summary Page 1 Page 55 pfml asset management Managed Account Summary Statement For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA - n Cash Transactions Summary- Managed Account opening Market Value $374,413,389.51 Maturities/Calls 245,090.62 Maturities/Calls Sale Proceeds 10,736,912.30 Principal Dispositions (10,71414,934.39)) ( , . Coupon/Interest/Dividend Income 748,534.27 Principal Payments 332,189.47 Principal Acquisitions 12,269,060.26 Unsettled Trades 0.00 Security Purchases (12,272,340.74) Net Cash Contribution 0.00 Change in Current Value 4,467,144.40 Reconciling Transactions 0.00 dosing Market Value $379,857,470.31 ManagedEarnings Reconciliation (Cash Basis) - . Interest/Dividends/Coupons Received 770,602.80 Closing Cash Balance $877,552.81 Less Purchased Interest Related to Interest/Coupons (3,280.48) Plus Net Realized Gains/Losses (361,939.67) Total Cash Basis Earnings $405,382.65 Earnings Reconciliation (Accrual Basis) Tota I Ending Amortized Value of Securities 383,217,182.49 Ending Accrued Interest 2,593,484.41 Plus Proceeds from Sales 10,736,912.30 Plus Proceeds of Maturities/Calls/Principal Payments 577,280.09 Plus Coupons/Dividends Received 748,534.27 Less Cost of New Purchases (12,272,340.74) Less Beginning Amortized Value of Securities (382,381,155.08) Less Beginning Accrued Interest (2,423,195.47) Total Accrual Basis Earnings $796,702.27 PFM Asset Management LLC Account- Page 1 Page 56 pfml asset management Portfolio Summary and Statistics For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA -- Sector Allocation Description Par Value Market Value Percent —AM% Bank Note U.S.Treasury Bond/Note 211,590,000.00 201,888,676.57 53.15 1.25% Supra-National Agency Bond/Note 2,590,000.00 2,604,066.29 0.69 Cert of Deposit Federal Agency Commercial 33,858,131.39 33,971,281.82 8.94 2.14% Mortgage Backed Security Cert of Deposit- FDIC Federal Agency Bond/Note 15,690,000.00 14,975,632.17 3.94 0.12% Corporate Note 87,395,000.00 85,639,913.99 22.55 Corporate Note Certificate of Deposit-FDIC Insured 490,000.00 468,957.69 0.12 22.55% Fed Aqy Bond/ Certificate of Deposit 8,100,000.00 8,142,941.47 2.14 Note Bank Note 4,675,000.00 4,731,310.38 1.25 3.94% Asset-Backed Security 27,439,731.56 27,434,689.93 7.22 Federal Agency Managed Account Sub-Total 391,827,862.95 379,857,470.31 100.000/a Commercial Accrued Interest 2,593,484.41 ortecurBacked Security Total Portfolio 391,827,862.95 382,450,954.72 8.94% US TSY Bond/Note Supra-National 53.15% Agency Bond/Note 0.69% Unsettled Trades 0.00 0.00 Maturity Distribution Characteristics 24.03% 25.29% Yield to Maturity at Cost 3.69% 22.13% 21 25% Yield to Maturity at Market 4.37% Weighted Average Days to Maturity 1035 6.72% 0.58% 0.00% 0-6 Months 6-12 Months i-2 Years 2-3 Years 3-4 Years 4-5 Years Over 5 Years PFM Asset Management LLC Account— page 2 Page 57 pfml asset management Managed Account Issuer Summary For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA - Credit Quality(S&P Ratings) Market Value Issuer of Holdings Percent A AMAZON.COM INC 776,705.35 0.20 NR 4.55% AMERICAN EXPRESS CO 6,835,320.40 1.80 0.54% A+ 7.88% AMERICAN HONDA FINANCE 5,405,838.50 1.42 BBB+ � E, ASTRAZENECA PLC 1,574,902.00 0.41 L77% ` �' A AAA 9.21% BANK OF AMERICA CO 11,557,422.56 3.04 A-1+ 7.44% E A 1+ BMW FINANCIAL SERVICES NA LLC 2,738,269.80 0.72 AA- 0.45% CAPITAL ONE FINANCIAL CORP 4,545,379.84 1.20 1.87% AA CARMAX AUTO OWNER TRUST 581,681.64 0.15 0.20% CATERPILLAR INC 1,860,446.00 0.49 CHARLES SCHWAB 1,882,270.00 0.50 CHIPPEWA VALLEY BANK 234,432.42 0.06 CISCO SYSTEMS INC 1,648,241.46 0.43 CITIGROUP INC 6,172,015.20 1.62 COMCAST CORP 2,047,984.00 0.54 66.04%4% CREDIT AGRICOLE SA 3,098,230.21 0.82 DEERE&COMPANY 2,682,682.40 0.71 DISCOVER FINANCIAL SERVICES 3,313,495.83 0.87 FANNIE MAE 13,259,081.16 3.49 FEDERAL FARM CREDIT BANKS 2,884,548.00 0.76 FREDDIE MAC 32,803,284.83 8.64 GM FINANCIAL CONSUMER AUTOMOBILE TRUST 274,278.19 0.07 GOLDMAN SACHS GROUP INC 4,091,406.70 1.08 HERSHEY COMPANY 2,388,511.20 0.63 HOME DEPOT INC 1,916,340.00 0.50 HONDA AUTO RECEIVABLES 661,965.72 0.17 HYUNDAI AUTO RECEIVABLES 849,644.19 0.22 IBM CORP 4,116,643.63 1.08 INTEL CORPORATION 2,245,046.10 0.59 INTL BANK OF RECONSTRUCTION AND DEV 2,604,066.29 0.69 1P MORGAN CHASE&CO 3,523,679.88 0.93 KUBOTA CREDIT OWNER TRUST 257,255.27 0.07 MEDALLION BANK UTAH 234,525.27 0.06 PFM Asset Management LLC Account- Page 3 Page 58 pfml asset management Managed Account Issuer Summary For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA - Market Value Issuer of Holdings Percent MERCK&CO INC 3,022,833.65 0.80 META PLATFORMS INC 2,522,440.00 0.66 MORGAN STANLEY 3,976,446.68 1.05 NATIONAL AUSTRALIA BANK LTD 2,949,942.00 0.78 NATIONAL RURAL UTILITIES CO FINANCE CORP 784,483.70 0.21 NATIXIS NY BRANCH 2,335,719.00 0.61 NISSAN AUTO RECEIVABLES 659,798.95 0.17 NORTHERN TRUST 1,572,590.25 0.41 PNC FINANCIAL SERVICES GROUP 2,397,790.00 0.63 RABOBANK NEDERLAND 2,266,688.25 0.60 STATE STREET CORPORATION 3,108,512.84 0.82 TEXAS INSTRUMENTS INC 2,195,575.40 0.58 THE BANK OF NEW YORK MELLON CORPORATION 1,588,225.40 0.42 TORONTO-DOMINION BANK 2,708,992.26 0.71 TOYOTA MOTOR CORP 4,815,631.65 1.27 TRUIST FIN CORP 3,582,819.30 0.94 UNITED STATES TREASURY 201,888,676.57 53.16 UNITEDHEALTH GROUP INC 1,761,935.40 0.46 US BANCORP 492,585.00 0.13 VOLKSWAGEN OF AMERICA 331,431.48 0.09 WELLS FARGO&COMPANY 4,731,310.38 1.25 WORLD OMNI AUTO REC TRUST 1,097,448.11 0.29 Total $379,857,470.31 100.000/0 PFM Asset Management LLC Account.- Page 4 Page 59 pfml asset management Managed Account Detail of Securities Held For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA - Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Dated Date/Coupon/Maturity CUSIP Par Rating Rating Date Date Cost at Cost Interest Cast value U.S.Treasury Bond / Note US TREASURY NOTES 91282CE00 3,000,000.(H) AA+ Aaa 07/05/22 07/07/22 2,991,914.06 2.85 17,486.41 2,997,775.01 2,950,312.50 DTD 05/15/2022 2.750%05/15/2025 US TREASURY NOTES 91282CEU1 1,700,00(1 00 AA+ Aaa (15103/23 05/08/23 1.665,402.34 3.89 6,276.30 1,685,693.04 1.671.578.04 DTD 06/15/2022 2.875%06/15/2025 US TREASURY NOTES 91282CHL8 3,445,000.(H) AA+ Aaa 11/08/23 11/10/23 3,422,257.62 5.05 13,854.89 3.432.335.76 3.440.155.64 DTD 06/311/2023 4.625%06/30/2025 US TREASURY NOTES 91282CAB7 3.400,000.00 AA+ Aaa (15/20/22 (15/23/22 3,140,085.94 2.77 23.10 3,318,790.80 3,253,375.00 DTD 07/31/2020 0.250%07/31/2025 US TREASURY NOTES 91282CAB7 4,350,000.00 AA+ Aaa 0016/21 01/08/21 4,322,812.50 0.39 29.55 4,344,056.31 4,162,406.25 DTD 07/31/2020 0.250%07/31/2025 US TREASURY NOTES 91282CAB7 4,500,000.00 AA+ Aaa 01/25/21 01/26/21 4,478,730.47 0.36 30.57 4,495,299.27 4,305,937.50 DTD 07/31/2020 0.250%07/31/2025 US TREASURY NOTES 91282CM6 1,000,000.(li) AA+ Aaa 10/17/23 10/18/23 995,46&75 5.25 20,923.91 997,379A4 1.002.656.20 DTD 08/31/2023 5.000%08/31/2025 US TREASURY NOTES 912820138 5,685,000.00 AA+ Aaa 12/04/23 12/05/23 5,711.204.30 4.73 95,526.64 5.702.017.31 5,705.430.75 DTD 09/30/2023 5.000%09/30/2025 US TREASURY NOTES 91282CAT8 1.100.000.00 AA+ Aaa 08/22/22 08/24/22 996,875.00 3.38 694.97 1,059,600.52 1.042,250.00 DTD 10/31/2020 0.250%10/31/2025 US TREASURY NOTES 91282CAZ4 3,000,000.00 AA+ Aaa 02/16/22 02/17/22 2,833,007.81 1.91 1,905.74 2,941,274.82 2,839,218.60 DTD 11/30/2020 0.375%11/30/2025 US TREASURY NOTES 91282CBC4 3.225,000.00 AA+ Aaa (15/06/21 05/07/21 3.172,971.68 0.73 1,051.63 3,209,167.96 3,043,090.01 DTD 12/31/2020 0.375%12/31/2025 US TREASURY NOTES 91282C13H3 3.000.000.00 AA+ Aaa 08/(16/21 08/09/21 2,956,289.07 0.71 30.57 2,985,358.44 2,822,343.60 DTD 01/31/2021 0.375%01/31/2026 US TREASURY NOTES 91282CB03 2.650.000.00 AA+ Aaa 03/02/21 113/03/21 2.623.810.55 0.70 5,544.84 2.641.725.11 2.491,413.93 DTD 02/28/2021 0,500%02/28/2026 US TREASURY NOTES 91282CGR6 5,200,000.00 AA+ Aaa 03/04/24 03/06/24 5,202,843.75 4.60 90,841.03 5.202.274.23 5,217,062.24 DTD 03/15/2023 4.625%03/15/2026 PFM Asset Management LLC Account- Page Page 60 pfml asset management Managed Account Detail of Securities Held For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA -_u Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Dated Date/Coupon/Maturity CUSIP Par Rating Rating Date Date Cost at Cost Interest Cost Value U.S.Treasury Bond / Note US TREASURY NOTES 91282CBT7 3.000.000.00 AA+ Aaa 04/02/21 04/06/21 2.973.632.81 0.93 7.561.48 2.991.206.11 2.825.156.40 DTD 03/31/2021 0.750%03/31/2026 US TREASURY NOTES 91282CGV7 4,100,000.00 AA+ Aaa 04/01/24 04/03/24 4.024.085.94 4.72 45.368.85 4,036,363.15 4.057.718.75 DTD 04/15/2023 3.750%04/15/2026 US TREASURY NOTES 9128286S4 4,000,000.00 AA+ Aaa 08/14/23 08/17/23 3,766,875.00 4.69 24,008.15 3,849,543.44 3,866,250.00 DTD 04/30/2019 2.375%04/30/2026 US TREASURY NOTES 912828R36 3,525,000.00 AA+ Aaa 03/03/22 03/07/22 3,504,758.79 1.77 12.141.13 3.516374.33 3.360.316.23 DTD 05/16/2016 1.625%05/15/2026 US TREASURY NOTES 91282CCE6 3.000.000.00 AA+ Aaa 02/16/22 02/17/22 2,854,687.50 1.93 3,811.48 2,937,935.58 2,812,031.40 DTD 05/31/2021 0.750%05/31/2026 US TREASURY NOTES 91282CCE6 6.100.000.00 AA+ Aaa 06/02/21 06/04/21 6,086,656.25 0.79 7,750.00 6,095,107.78 5.717.797.18 DTD 05/31/2021 0.750%05/31/2026 US TREASURY NOTES 912820CPa4 2,000,000.00 AA+ Aaa 08/06/21 08/09/21 1,986,015.63 0.77 33.97 1.994389.32 1,861,562.40 DTD 07/31/2021 0.625%07/31/2026 US TREASURY NOTES 91282CCP,4 3,000,000.00 AA+ Aaa 08/02/21 08/03/21 2,992,031.25 0.68 50.95 2,996,813.37 2,792,343.60 DTD 07/31/2021 0.625%07/31/2026 US TREASURY NOTES 9128282A7 4,525,000.00 AA+ Aaa 04/21/22 04/22/22 4,249,081.05 3.02 31,326.92 4,394,743.85 4,282,488.06 DTD 08/15/2016 1.500%08/15/2026 US TREASURY NOTES 91282CCZ2 1.000.000.00 AA+ Aaa 10/28/22 10/31/22 878.867.19 4.27 2,940.57 933.080.48 931,718.80 DTD 09/30/2021 0.875%09/30/2026 US TREASURY NOTES 91282CCZ2 3.900.000.00 AA+ Aaa 05/18/23 05/22/23 3,542,144.53 3.81 11,468.24 3.669.595.91 3.633.703.32 DTD 09/30/2021 0.875%09/30/2026 US TREASURY NOTES 91282CDG3 400.000.00 AA+ Aaa 11/17121 11/18/21 397.578.13 1.25 1.137.23 398.900.25 373.750.00 DTD 10/31/2021 1.125%10/31/2026 US TREASURY NOTES 91282CDG3 3,000,000.00 AA+ Aaa 05/20/22 05/23/22 2,789,648.44 2.82 8,529.21 2,893,527.35 2,803,125.00 DTD 10/31/2021 1.125%10/31/2026 US TREASURY NOTES 912828U24 3,000,000.00 AA+ Aaa 06/08/22 06/09/22 2,870,390.63 3.05 12.717.39 2,933,115.16 2.858.437.50 DTD 11/15/2016 2.000%11/15/2026 PFM Asset Management LLC Account- Page 6 Page 61 pfml asset management Managed Account Detail of Securities Held For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA -- Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Dated Date/Coupon/Maturity CUSIP Par Rating Rating Date Date Cost at Cost Interest Cost Value U.S.Treasury Bond / Note US TREASURY NOTES 91282CDK4 2.895.000.00 AA+ Aaa 12/01/21 12/03/21 2.903.255.27 1.19 6.130.12 2.898.853.67 2.707.729.69 DTD 11/30/2021 1.250%11/30/2026 US TREASURY NOTES 91282CDOI 1.625,000.00 AA+ Aaa 01/03/22 01/05/22 1.616.684.57 1.36 1.766.30 1.620,972.43 1.517.851.56 DTD 12/31/2021 1.250%12/31/2026 US TREASURY NOTES 912828YX2 3,520,000.00 AA+ Aaa 11/08/23 11/10/23 3,223,412.50 4.67 5,356.52 3,291,935.33 3,326,400.00 DTD 12/31/2019 1.750%12/31/2026 US TREASURY NOTES 912828Z78 2,150.000.00 AA+ Aaa 01/03/24 01/05/24 1.989,589.84 4.11 87.64 2,019,470.16 2.016.296.88 DTD 01/31/2020 1.500%01/31/2027 US TREASURY NOTES 912828V98 645,000.00 AA+ Aaa 06/02/22 06/06/22 625,398.05 2.95 6,698.08 634393.23 615,874.25 DTD 02/15/2017 2.250%02/15/2027 US TREASURY NOTES 912828V98 1.950.000.00 AA+ Aaa 08/01/22 08/03/22 1,911.152.34 2.72 20,250.00 1.928.243.43 1.861,945.41 DTD 02/15/2017 2.250%02/15/2027 US TREASURY NOTES 912828V98 3,400,000.00 AA+ Aaa 07/05/22 07/07/22 3,313.671.88 2.84 35,307.69 3,352,427.26 3,246.468.92 DTD 02/15/2017 2.250%02/15/2027 US TREASURY NOTES 912828ZB9 4,500.000.00 AA+ Aaa 09/05/23 09/08/23 4,010,097.66 4.54 21,185.46 4,136.723.32 4,171,640.40 DTD 02/29/2020 1.125%02/28/2027 US TREASURY NOTES 912828X88 3.300,000.00 AA+ Aaa 08/22/22 08/24/22 3.179,214.84 3.22 16,612.09 3,228,789.27 3,149,952.96 DTD 05/15/2017 2.375%05/15/2027 US TREASURY NOTES 91282CFB2 1.600.000.00 AA+ Aaa 01/04/23 01/06/23 1,522,000.00 3.93 119.57 1,548.811.04 1.540,500.00 DTD 07/31/2022 2.750%07/31/2027 US TREASURY NOTES 91282CA144 2.700.000.00 AA+ Aaa 12/07/22 12/09/22 2,327.484.38 3.71 5,649.46 2.457.195.79 2.424.093.75 DTD 08/31/2020 0.500%08/31/2027 US TREASURY NOTES 91282CFMB 3.000.000.00 AA+ Aaa 05/03/23 05/08/23 3.081.093.75 3.46 41.588.11 3.058.320.85 3.007.500.00 DTD 09/30/2022 4.125%09/30/2027 US TREASURY NOTES 91282CAU5 3,050,000.00 AA+ Aaa 01/04/23 01/06/23 2,597,503.91 3.91 3,853.94 2,744,905.99 2,724,507.66 DTD 10/31/2020 0.500%10/31/2027 US TREASURY NOTES 9128283F5 3.200,000.00 AA+ Aaa 01/25/23 01/30/23 3.013,625.00 3.58 15.260.87 3.072.093.50 3,024.000.00 DTD 11/15/2017 2.250%11/15/2027 PFM Asset Management LLC Account- page 7 Page 62 pfml asset management Managed Account Detail of Securities Held For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA -- Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Dated Date/Coupon/Maturity CUSIP Par Rating Rating Date Date Cost at Cost Interest Cost Value U.S.Treasury Bond / Note US TREASURY NOTES 91282CGC9 2.500.000.00 AA+ Aaa 03/06/23 03/08/23 2.459.667.97 4.25 8.423.92 2.471,40759 2.488.672.00 DTD 12/31/2022 3.875%12/31/2027 US TREASURY NOTES 91282CGC9 2,500,000.00 AA+ Aaa 06/03/24 06/05/24 2.446.093.75 4.54 8.423.92 2.448.450.08 2.488.672.00 DTD 12/31/2022 3.875%12/31/2027 US TREASURY NOTES 91282CB19 3,100,000.00 AA+ Aaa 11/03/23 11/06/23 2,637,785.16 4.67 63.18 2,718,157.36 2,772,562.50 DTD 01/31/2021 0.750%01/31/2028 US TREASURY NOTES 91282CGH8 4,550,000.00 AA+ Aaa 01/03/24 01/05/24 4,459,355.47 4.04 432.74 4,472,095.69 4.473.218.75 DTD 01/31/2023 3.500%01/31/2028 US TREASURY NOTES 9128283W8 2,000,000.00 AA+ Aaa 03/06/23 03/08/23 1,869,296.88 4.23 25,384.62 1,906,371.67 1,915,937.60 DTD 02/15/2018 2.750%02/15/2028 US TREASURY NOTES 9128283W8 3.000.000.00 AA+ Aaa 04/05/23 04/06/23 2,921,015.63 3.34 38,076.92 2,942,496.18 2,873,906.40 DTD 02/15/2018 2.750%02/15/2028 US TREASURY NOTES 9128283W8 3,375,000.00 AA+ Aaa 11/09/23 11110/23 3,137,299.80 4.59 42,836.54 3,177,730.19 3,233,144.70 DTD 02/15/2018 2.750%02/15/2028 US TREASURY NOTES 91282CBS9 2,625,000.00 AA+ Aaa 10/02/23 10/04/23 2,257,089.84 4.75 11,027.15 2,324,839.15 2,330,136.85 DTD 03/31/2021 1.250%03/31/2028 US TREASURY NOTES 91282CBS9 3,000,000.00 AA+ Aaa 07/05/23 07/07/23 2,617,031.25 4.26 12,602.46 2,703,636.68 2,720,156.40 DTD 03/31/2021 1.250%03/31/2028 US TREASURY NOTES 91282CBZ3 6.000.000.00 AA+ Aaa 06/01/23 06/05/23 5,328,750.00 3.77 18,953.80 5,487,286.43 5,430,000.00 DTD 04/30/2021 1.250%04/30/2028 US TREASURY NOTES 91282CCE9 800,000.00 AA+ Aaa 07/07/23 07/11/23 691.718.75 4.35 1.693.99 715.181.71 722.624.96 DTD 05/31/2021 1.250%05/31/2028 US TREASURY NOTES 91282CCE9 3.000.000.00 AA+ Aaa 07/05/23 07/07/23 2.608.007.81 4.23 6.352.46 2.693.632.92 2.709.843.60 DTD 05/31/2021 1.250%05/31/2028 US TREASURY NOTES 91282CCH2 3,375,000.00 AA+ Aaa 11/03/23 11/06/23 2,898,676.76 4.66 3,668.48 2,974,136.68 3,042,773.44 DTD 06/30/2021 1.250%06/30/2028 US TREASURY NOTES 91282CJAD 6,000,000.00 AA+ Aaa 12/04/23 12/05/23 6,093,046.88 4.27 93,25&20 6.081.472.00 6.148.125.00 DTD 09/30/2023 4.625%09/30/2028 PFM Asset Management LLC Account- Page Page 63 pfml asset management Managed Account Detail of Securities Held For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA -- Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Dated Date/Coupon/Maturity CUSIP Par Rating Rating Date Date Cost at Cost Interest Cost Value U.S.Treasury Bond / Note US TREASURY NIB NOTES 91282C]F9 7.000.000.00 AA+ Aaa 04/01/24 04/03/24 7.143.828.13 4.37 86.239.81 7.134.467.15 7.246.093.40 DTD 10/31/2023 4.875%10/31/2028 US TREASURY NOTES 9128285MB 8,000,000.00 AA+ Aaa 03/04/24 03/06/24 7.621.562.50 4.25 52,989.13 7.654.220.66 7.732.500.00 DTD 11/15/2018 3.125%11/15/2028 US TREASURY N/B NOTES 91282CJR3 4,800,000.00 AA+ Aaa 07/01/24 117/02/24 4,660,875.00 4.47 15,652.17 4,663,160.22 4,761,000.00 DTD 12/31/2023 3.750%12/31/2028 US TREASURY NOTES 91282CDW8 2,100,000.00 AA+ Aaa 06/03/24 06/05/24 1,864,324.22 4.45 99.86 1,872,221.64 1,910,671.98 DTD 01/31/2022 1.750%01/31/2029 US TREASURY NOTES 91282CDW8 4,500,000.00 AA+ Aaa 02/01/24 02/05/24 4,080,595.94 3A2 214.00 4,121,560.53 4,094,297.10 DTD 01/31/2022 1,750%01/31/2029 US TREASURY NOTES 9128286BI 5.725.000.00 AA+ Aaa 05/02/24 05/06/24 5,240,611.33 4.62 69,360.58 5,264,747.54 5,409,230.76 DTD 02/15/2019 2.625%02/15/2029 US TREASURY NOTES 91282CEE7 6,300,000.00 AA+ Aaa 06/03/24 06/05/24 5,742,105.47 4.44 50,283.81 5,760,173.65 5,876,718.75 DTD 03/31/2022 2.375%03/31/2029 Security Type Sub-Total 211,590,000.00 201,523,039.51 3.41 1,148,969.31 204,234,025.09 201,888,676.57 Supra-National Agency Bond Note INTL BK RECON&DEVELOP NOTES 459058LE1 2,590,000.00 AAA Aaa 04/03/24 04/10/24 2,589,326.60 4.76 37,932.71 2,589,426.46 2,604,066.29 DTD 04/10/2024 4.750%04/10/2026 Security Type Sub-Total 2,590,000.00 2,589,326.60 4.76 37,932.71 2,589,426.46 2,604,066.29 Federal Agency Commercial Mortgage-Backed Security FHMS K062 A2 3137BUX60 1.710.0000) AA+ Aaa (18/17/23 08/22/23 1.624.5W.00 5.07 4,863.53 1.649.142.86 1,663,043.81 DTD 02/01/2017 3.413%12/01/2026 RIMS K067 A2 3137FAWS3 1.960.000.00 AA+ Aaa 08/17/23 08/22/23 1,835,739.06 5.00 5,216.87 1,8%.164.91 1,886,391.34 DTD 09/28/2017 3.194%07/01/2027 FHMS K505 A2 3137HACX2 3,150,000.00 AA+ Aaa 07/27/23 08/01/23 3,152,707.03 4.80 12.649.88 3,152,146.00 3.177.975.81 DTD 07/01/2023 4.819%06/01/2028 PFM Asset Management LLC Account-Page 9 Page 64 pfml asset management Managed Account Detail of Securities Held For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA -- Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Dated Date/Coupon/Maturity CUSIP Par Rating Rating Date Date Cost at Cost Interest Cost Value Federal Agency Commercial Mortgage-Backed Security FHMS K346 Al 3137HAD45 3.193.131.39 AA+ Aaa 07/19/23 07/27/23 3,193,051.56 4.78 12.711.32 3.193.068.28 3.209.953.57 DTD 07/01/2023 4.777%06/01/2028 FNA 2023-M6 A2 3136BODE6 3,400,000.00 AA+ Aaa 08/17/23 08/22/23 3,273,296.88 5.06 11,871.67 3,297,923.68 3357.445.19 DTD 07/01/2023 4.190%07/01/2028 FHMS K508 A2 3137HAQ74 3,000,000.00 AA+ Aaa 10/11/23 10/19/23 2,934,192.00 5.26 11,850.00 2,943,887.00 3,020,353.02 DTD 10/01/2023 4.740%08/01/2028 FHMS K506 A2 3137HAMH6 3,475,000.00 AA+ Aaa 09/07/23 09/14/23 3,423,594.33 4.99 13.465.63 3,431,969.48 3.486.944.83 DTD 09/01/2023 4.650%08/01/2028 FHMS K509 A2 3137HAST4 2,330,000.00 AA+ Aaa 10/25/23 10/31/23 2,255,712.61 5.60 9,417.08 2,265,996.94 2355,387.89 DTD 10/01/2023 4.850%09/01/2028 FHMS K507 A2 3137HAMS2 3.000.000.00 AA+ Aaa 10/17/23 10/20/23 2,909,648.43 5.51 12,000.00 2.922.595.54 3,027,432.21 DTD 09/01/2023 4.800%09/01/2028 FHMS K510 A2 3137HB3D4 1,130,000.00 AA+ Aaa 11/14/23 11/21/23 1,126,733.17 5.14 4,773.31 1,127,151.54 1,151,266.65 DTD 11/01/2023 5.069%10/01/2028 FHMS K511 A2 3137HB3G7 1,720,000.00 AA+ Aaa 11/28/23 12/07/23 1,715,058.44 4.93 6,966.00 1,715,659.42 1,739,514.52 DTD 12/01/2023 4.860%10/01/2028 FHMS K514 A2 3137HBLV4 1,790,000.00 AA+ Aaa 02/01/24 02/08/24 1,807,898.21 4.34 6,819.90 1,806,276.57 1,791,109.98 DTD 02/01/2024 4.572%12/01/2028 FHMS K520 A2 3137HCKV3 4.000.000.00 AA+ Aaa 07/01/24 07/05/24 4,038,281.25 4.95 17,266.67 4,037,749.52 4,104,463.00 DTD 04/01/2024 5180%03/01/2029 Security Type Sub-Total 33,858,131.39 33,290,412.97 5.04 129,871.86 33,409,731.74 33,971,281.82 Federal Agency Bond / Note FEDERAL FARM CREDIT BANK NOTES 3133FLR71 3,000,000.00 AA+ Aaa 07/21/20 07/21/20 3,007,110.00 0.45 1,208.33 3,001,318.12 2,884,548.(x) DTD 07/02/2020 0.500%07/02/2025 FANNIE MAE NOTES(CALLABLE) 3136G4ZJ5 2,500,000.00 AA+ Aaa 07/21/20 07/21/20 2,499,000.00 0.63 434.03 2,499,806.13 2,399,497.50 DTD 07/21/2020 0,625%07/21/2025 FANNIE MAE NOTES 3135G05X7 2,000,000.00 AA+ Aaa 10/30/20 11/05/20 1,998,500.00 0.50 3,250.00 1,997,449.54 1,909,448.00 DTD 08/27/2020 0.375%08/25/2025 PFM Asset Management LLC Account- Page 10 Page 65 pfml asset management Managed Account Detail of Securities Held For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA -- Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Dated Date/Coupon/Maturity CUSIP Par Rating Rating Date Date Cost at Cost Interest cost Value Federal Agency Bond / Note FREDDIE MAC NOTES 3137EAEX3 2.300.000.00 AA+ Aaa 09/23/20 09/25/20 2,293,077.00 0.44 3.066.67 2,298,413.48 2.189.448.20 DTD 09/25/2020 0,375%09/23/2025 FANNIE MAE NOTES 3135G06G3 1,390,000.00 AA+ Aaa 11/12/20 11/13/20 1,387,720.40 0.53 1,621.67 1,389,420.08 1,319,836.97 DTD 11/12/2020 0.500%11/07/2025 FANNIE MAE NOTES 3135G06G3 4,500,000.00 AA+ Aaa 12/02/20 12/04/20 4,494,465.00 0.53 5,250.00 4,498,575.48 4,272,853.50 DTD 11/12/2020 0,500%11/07/2025 Security Type Sub-Total 15,690,000.00 15,669,872.40 0.51 14,830.70 15,684,982.83 14,975,632.17 US BANK NA CINCINNATI(CALLABLE)ABI E) 90331HPL1 500,000.00 A+ A2 10/30/20 11/05/20 528,090.00 0.69 284.72 502.629.94 492,585.(X) CORPORA DTD 01/21/2020 2,050%01/21/2025 AMERICAN HONDA FINANCE CORPORATE 02665WEQ0 2,700,000.00 A- A3 11/08/23 11/10/23 2,715,120.00 5.49 51,330.00 2,709,528.83 2,727,450.90 NOTES DTD 10/04/2023 5.800%10/03/2025 CITIGROUP INC CORP NOTE(CALLABLE) 172%7ND9 1,500,000.00 BBB+ A3 11/01/21 11/03/21 1,501,545.00 1.25 4,697.00 1,500,132.51 1.483.377.00 DTD 11/03/2021 1.281%11/03/2025 BANK OF NY MELLON CORP(CALLABLE) 06406RAQO 1,685,000.00 A Al 01/28/21 02/01/21 1,684,005.85 0.76 105.31 1,684,702.63 1,588,225.40 CORPOR DTD 01/28/2021 0.750%01/28/2026 STATE STREET CORP(CALLABLE) 857477BR3 605,000.00 A Al 04/27/22 04/29/22 579.245.15 2.95 5,134.94 594.653.24 594.175.34 CORPORATE N DTD 02/07/2022 1.746%02/06/2026 GOLDMAN SACHS GROUP INC CORP NOTES 38141GXS8 1.900.000.00 BBB+ A2 02/12/21 02/17/21 1,903,876.00 0.81 7,626.13 1.900.519.11 1,848,297.20 (CALL DTD 02/12/2021 0.855%02/12/2026 IP MORGAN CORP(CALLABLE)NOTES 46625HOW3 1.500.000.00 A- Al 07/19/2.3 07/21/23 1,430,430.00 5.16 16,500.00 1.457.057.30 1,464,589.50 DTD 03/23/2016 3.300%04/01/2026 PFM Asset Management LLC Account- 11,i<ie 11 Page 66 pfml asset management Managed Account Detail of Securities Held For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA -_u Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Dated Date/Coupon/Maturity CUSIP Par Rating Rating Date Date Cost at Cost Interest Cost Value Corporate BANK OF AMERICA CORP NOTES 06051GKMO 2.000.000.00 A- Al 05/06/22 05/10/22 1.958.700.00 3.96 22,372.00 1.982.324.88 1.972.896.00 (CALLABLE) DTD 03/22/2022 3.384%04/02/2026 IBM CORP 459200JZ5 1.675.000.00 A- A3 09/01/21 09/03/21 1.844.861.75 1.08 11.669.17 1.739.577.18 1.635.863.63 DTD 05/15/2019 3.300%05/15/2026 ASTRAZENECA FINANCE LLC(CALLABLE) 04636NAAI 1,675,000.00 A+ A2 09/01/21 09/03/21 1,684,095.25 1.08 3,517.50 1,678,401.34 1,574,902.00 CORP DTD 05/28/2021 1.200%05/28/2026 TOYOTA MOTOR CREDIT CORP CORPORATE 89236TJK2 1,105,000.00 A+ Al 09/08/21 09/13/21 1,102,546.90 1.17 1,484.84 1,104,032.30 1,034,941.90 NOTES DTD 06/18/2021 1.125%06/18/2026 MORGAN STANLEY CORP NOTES 61761J3R8 1,000,000.00 A- Al 11/01/21 11/03/21 1,062,320.00 1.75 347.22 1,026,162.13 968.699.00 DTD 07/25/2016 3.125%07/27/2026 MORGAN STANLEY CORP NOTES 6176113R8 1.000.000.00 A- Al 07/05/23 07/07/23 936.280.00 5.42 347.22 953.604.84 968.699.00 DTD 07/25/2016 3.125%07/27/2026 STATE STREET CORP NOTES(CALLABLE) 857477CD3 2.500.000.00 A Al 08/01/23 08/03/23 2,501,400.00 5.25 65,167.78 2.500.935.04 2.514.337.50 DTD 08/03/2023 5.272%08/03/2026 AMERICAN HONDA FINANCE CORPORATE 02665WDZI 2.000.000.00 A- A3 12/01/21 12/03/21 1,970,740.00 1.62 10,255.56 1.987.075.85 1.865.070.00 NOTES DTD 09/09/2021 1.300%09/09/2026 CATERPILLAR FINL SERVICE CORPORATE 149131Z2O9 2,000,000.00 A A2 12/01/21 12/03/21 1,967,640.00 1.50 8.752.78 1.985.654.85 1.860.446.00 NOTES DTD 09/14/2021 1.150%09/14/2026 JPMORGAN CHASE&CO CORP NOTES 46625HRV4 1.000.000.00 A- Al 11/01/21 11/03/21 1.057.540.00 1.72 9.833.33 1.023.645.19 963.101.00 DTD 07/21/2016 2.950%10/01/2026 CIfIGROUP INC(CALLABLE)OORP NOTES 172967KY6 1,200,000.00 BBB+ A3 08/07/23 08/10/23 1,124,628.00 5.36 10,666.67 1,147,665.50 1,155,205.20 DTD 10/21/2016 3.200%10/21/2026 NATIONAL RURAL COOP CORPORATE 63743HFK3 770,000.00 A- A2 10/30/23 11/02/23 769,730.50 5.61 9,342.67 769,792.83 784,483.70 NOTES(CAL DTD 11/02/2023 5.600%11/13/2026 PFM Asset Management LLC Account- Page 12 Page 67 pfml asset management Managed Account Detail of Securities Held For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA -_u Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Dated Date/Coupon/Maturity CUSIP Par Rating Rating Date Date Cost at Cost Interest Cost Value Corporate JOHN DEERE CAPITAL CORP CORPORATE 24422EWA3 2,000,000.00 A Al 01/11/22 01/13/22 1.988.720.00 1.82 1.888.89 1.994.477.50 1,868.396.(X) NOTES DTD 01/10/2022 1.700%01/11/2027 BANK OF AMERICA CORP NOTES 06051GLE7 2.000.000.00 A- Al 07/05/23 07/07/23 1.968.420.00 5.58 3,104.44 1.977.969.71 2.005.290.00 (CALLABLE) DTD 01/20/2023 5.080%01/20/2027 GOLDMAN SACHS GROUP INC CORP NOTE 38141GWB6 2,300,000.00 BBB+ A2 09/02/22 09/07/22 2,228,539.00 4.64 1,229.86 2,259,4%.51 2,243,109.50 (CALLA DTD 01/26/2017 3.850%01/26/2027 TRUIST FINANCIAL CORP NOTES 89788MAD4 2,100,000.00 A- Baal 03/24/22 03/28/22 1,949,808.00 2.83 11,012.34 2,021,316.08 1,975,669.50 (CALLABLE) DTD 03/02/2021 1.267%03/02/2027 CHARLES SCHWAB CORP NOTES 808513BYO 2,000,000.00 A- A2 04/27/22 04/29/22 1,898,200.00 3.60 20,144.44 1.945.675.98 1,882,270.00 (CALLABLE) DTD 03/03/2022 2.450%03/03/2027 HOME DEPOT INC(CALLABLE)CORPORATE 437076CNO 2,000,000.00 A A2 05/06/22 05/10/22 1,936,100.00 3.59 16,930.56 1,964,980.96 1,916,340.00 NOTE DTD 03/28/2022 2.875%04/15/2027 MORGAN STANLEY CORP NOTES 617728AB9 500,000.00 A- Al 06/08/22 06/10/22 452,825.00 3.72 1,924.88 473.472.30 470,802.00 (CALLABLE) DTD 04/22/2021 1.593%05/04/2027 NORTHERN TRUST CORP NOTE(CALLABLE) 665859AW4 1,595,000.00 A+ A2 05/10/22 05/12/22 1,610,407.70 3.79 14,355.00 1,603,433.87 1,572,590.25 DTD 05/10/2022 4.000%05/10/2027 UNITEDHEALTH GROUP INC CORP NOTES 91324PEG3 400,000.00 A+ A2 05/17/2-2 05/20/22 399.784.00 3.71 3,124.44 399.879.37 391.541.20 (CALLA DTD 05/20/2022 3.700%05/15/2027 UNITEDHEALTH GROUP INC CORP NOTES 91324PEG3 1,400,000.00 A+ A2 06/02/22 06/06/22 1,412,488.00 3.50 10,935.56 1.406.947.95 1,370,394.20 (CALLA DTD 05/211/2022 3.700%05/15/2027 PFM Asset Management LLC Account- Page 13 Page 68 pfml asset management Managed Account Detail of Securities Held For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA -- Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Dated Date/Coupon/Maturity CUSIP Par Rating Rating Date Date Cost at Cost Interest Cost Value Corporate PNC FINANCIAL SERVICES CORP NOTES 693475AT2 2.5ou,0oo.w A- A3 08/04/22 (WoS122 2,461.50o.0u 3.50 15.750.00 2.477.473.64 2.397.790.00 (CALLA DTD 05/19/2017 3.150%05/19/2027 AMAZON.COM INC(CALLABLE)CORPORATE 023135BR6 850.000.00 AA Al 10/04/22 10/06/22 739.491.50 4.31 1,643.33 782.694.41 776.705.35 NOTE DTD 06/03/2020 1.200%06/03/2027 NATIONAL AUSTRALIA BK/NY CORPORATE 63254ABE7 3,000,000.00 AA- Aa2 06/09/22 06/13/22 2,973,990.00 4.10 16,921.67 2,985,124.91 2,949,942.00 NOTES DTD 06/09/2022 3.905%06/09/2027 BANK OF AMERICA CORP CORP NOTES 06051GJS9 1,100,000.00 A- Al 08/07/23 08/10/23 986,150.00 4.63 476.85 1,014,336.17 1,033,069.40 (CALLABL DTD 04/22/2021 1.734%07/22/2027 IBM CORP NOTES(CALLABLE) 459200KT7 2,500,000.00 A- A3 08/01/2-2 08/03/22 2,561,055.00 3.61 1,152.78 2,536,175.68 2.480.780.00 DTD 07/27/2022 4.150%07/27/2027 TRUIST FINANCIAL CORP NOTES 89788MAC6 300,000.00 A- Baal 08/22/22 08/24/22 260,685.00 4.08 1.668.75 276,106.06 267,858.30 (CALLABLE) DTD 08/03/2020 1,125%08/03/2027 TRUIST FINANCIAL CORP NOTES 89788MA06 1,500,000.00 A- Baal 10/27/22 10/31/22 1,226,295.00 5.54 8.343.75 1,327,141.98 1,339,291.50 (CALLABLE) DTD 08/03/2020 1,125%08/03/2027 INTEL CORP NOTES(CALLABLE) 458140BY5 2,300,000.00 A- A3 09/02/22 09/07/22 2,259,842.00 4.15 42,166.67 2.275.385.59 2.245.046.10 DTD 08/05/2022 3.750%08/05/2027 TOYOTA MOTOR CREDIT CORP CORPORATE 89236TK13 2,300,000.00 A+ Al 10/04/22 10/06/22 2,275,459.00 4.79 38,080.97 2,284,475.44 2,299,866.60 NOTES DTD 09/20/2022 4.550%09/20/2027 TEXAS INSTRUMENTS INC CORP NOTES 882508BC7 2.300.000.00 A+ Aa3 12/07/22 12/09/22 2.158.734.00 4.30 16.304.44 2.206.164.65 2.195.575.40 (CALLAB DTD 11/03/2017 2.900%11/03/2027 COMCAST CORP NOTES(CALLABLE) 20030NEA5 2.000.000.00 A- A3 01/25/23 01/30/23 2.085.520.00 4.35 22.588.89 2.058.207.33 2.047.984.00 DTD 11/07/2022 5.350%11/15/2027 PFM Asset Management LLC Account- lliioe 14 Page 69 pfml asset management Managed Account Detail of Securities Held For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA -- Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Dated Date/Coupon/Maturity CUSIP Par Rating Rating Date Date Cost at Cost Interest Cost Value Corporate MORGAN STANLEY CORP NOTES 61747YFP5 1.540.000.(x) A- Al 05/02/24 05/06/24 1,548,100.40 5.50 24.661.56 1.547.491.40 1.568.246.68 (CALLABLE) DTD 04/19/2024 5.652%04/13/2028 IPMORGAN CHASE&CO CORPORATE 46647PEE2 1.075.000.00 A- Al 05/02/24 05/06/24 1.078.128.25 5.49 16.469.27 1,077,895.20 1.095.989.38 NOTES(CAL DTD 04/22/2024 5.571%04/22/2028 HERSHEY COMPANY CORP NOTES CALLABLE 427866BHO 2,400,000.00 A Al 05/04/23 (15/08/23 2,423,880.00 4.03 24,650AX) 2,417,873.37 2,388,511.20 DTD 05/04/2023 4.250%05/04/2028 META PLATFORMS INC COPR NOTES 30303M8L9 2,500,000.00 AA- Aa3 06/01/23 06/05/23 2,504,650.00 4.56 24,277.78 2,503,542.48 2,522,440.00 (CALLABLE) DTD 05/03/2023 4.600%05/15/2028 MERCK&CO INC CORP NOTES CALLABLE 58933YBH7 3,050,000.00 A+ Al 05/18/23 05/22/23 3,027,826.50 4.21 25.391.25 3,033,144.73 3,022,833.65 DTD 05/17/2023 4.050%05/17/2028 AMERICAN HONDA FINANCE CORPORATE 02665WEM9 800,000.00 A- A3 07/07/23 07/11/23 796.384.00 5.23 2,733.33 797.151.63 813.317.60 NOTES DTD 07/07/2023 5.125%07/07/2028 1OHN DEERE CAPITAL CORP CORPORATE 24422EXBO 800,000.00 A Al 08/07/23 08/10/23 805,360.00 4.79 1,870.00 804,296.93 814,286.40 NOTES DTD 07/14/2023 4.950%07/14/2028 BMW US CAPITAL LLC CORP NOTES 05565ECE3 2,700,000.00 A A2 08/14/23 08/17/23 2,669,598.00 5.31 64,387.50 2,675,441.33 2,738,269.80 (CALLABLE) DTD 08/11/2023 5.050%08/11/2028 CITIBANK NA CORP NOTES(CALLABLE) 17325FBB3 3,400,000.00 A+ Aa3 10/02/23 10/04/23 3,383,136.00 5.92 66,863.46 3,385,601.72 3,533,433.00 DTD 09/29/2023 5.803%09/29/2028 COOPERAT RABOBANK UA/NY 21688ABC5 2,250,000.00 A+ Aa2 01/10/24 01/12/24 2,253,150.00 4.77 6,600.00 2,252,835.68 2,266,688.25 DTD 01/09/2024 4.800%01/09/2029 CISCO SYSTEMS INC CORPORATE NOTES 17275RBR2 1,620,000.00 AA- Al 02/21/24 02/26/24 1,619,433.00 4.86 33,828.75 1.619.476.73 1,648,241.46 (CALLA DTD 02/26/2024 4.850%02/26/2029 PFM Asset Management LLC Account- Page 15 Page 70 pfml asset management Managed Account Detail of Securities Held For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA -- Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Dated Date/Coupon/Maturity CUSIP Par Rating Rating Date Date Cost at Cost Interest Cost Value Security Type Sub-Total 87,395,000.00 86,266,453.75 3.90 780,916.25 86,638,782.78 85,639,913.99 Certificate of Deposit-FDIC Insured CHIPPEWA VALLEY BANK 169894AT9 245,000.00 NR NR 07/29/20 07/29/20 245,000.00 0.50 10.07 245.000.00 234.432.42 DTD 07/29/2020 0.500%07/29/2025 MEDALLION BANK UTAH 58404DH07 245,000.00 NR NR 07/30/20 07/30/20 245,000.00 0.55 7.38 245.000.00 234,525.27 DTD 07/30/2020 0.550%07/30/2025 Security Type Sub-Total 490,000.00 490,000.00 0.53 17.45 490,000.00 468,957.69 Certificate of Deposit TORONTO DOMINION BANK NY CERT 89115BFR6 1,700,000.00 A-1+ P-1 10/17/23 10/18/23 1,700,000.00 6.00 81,600.00 1,700,000.00 1,701,115.21 DEPOS DTD 10/18/2023 6.000%10/16/2024 TORONTO DOMINION BANK NY CERT 8911566K1 1,000,000.00 A Al 10/27/22 10/31/22 1,000,000.00 5.58 43,711.11 1,000,000.00 1,007,877.05 DEPOS DTD 10/31/2022 5.600%10/27/2025 NATMIS NY BRANCH CERT DEPOS 63873OP65 2.300.000.00 A+ Al 09/18/23 09/20/23 2,300,000.00 5.61 113.259.67 2,300,000.00 2.335.719.00 DTD 09/20/2023 5.610%09/18/2026 CREDIT AGRICOLE CIB NY CERT DEPOS 22536DWD6 3,100,000.00 A+ Aa3 02/01/24 02/05/24 3,100,000.00 4.76 72.960.22 3.100.000.00 3,098,230.21 DTD 02/05/2024 4.760%02/01/2(127 Security Type Sub-Total 8,100,000.00 8,100,000.00 5.36 311,531.00 8,100,000.00 8,142,941.47 WELLS FARGO BANK NA BANK NOTES 9498836D4 4,675,000.(X) A+ Aa2 08/03/23 08/09/23 4,672,195.00 5.47 123,147.29 4.673.112.91 4,731,310.38 {CALLABLE DTD 08/09/2023 5.450%08/07/2026 Security Type Sub-Total 4,675,000.00 4,672,195.00 5.47 123,147.29 4,673,112.91 4,731,310.38 Asset-Backed Security KCOT 2021-2A A3 50117XAE2 260,703 75 NR Aaa 07/20/21 07/28/21 260,693.92 0.56 64.89 260,700.79 257.255.27 DTD 07/28/2021 0.%0%11/17/2025 PFM Asset Management LLC Account- Page 16 Page 71 pfml asset management Managed Account Detail of Securities Held For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA -- Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Dated Date/Coupon/Maturity CUSIP Par Rating Rating Date Date Cost at Cost Interest Cost Value Asset-Backed Security CARMX 2021-1 A3 14316NAC3 5,643.01 AAA NR 01/20/21 01/27/21 5.641.90 0.34 0.85 5,642.70 5.621.11 DTD 01/27/2021 0.340%12/15/2025 HAROT 2021-4 A3 43815GAC3 266.166.38 NR Aaa 11/16/21 11/24/21 266.110.27 0.89 65.06 266,146.51 261.443.42 DTD 11/24/2021 0.880%01/21/2026 CARMX 2021-2 A3 14314QACB 108,102.13 AAA NR 04/13/21 04/21/21 108,078.84 0.52 24.98 108,094.67 107,173.19 DTD 04/21/2021 0.520%02/17/2026 CARMX 2021-3 A3 14317DAC4 479.197.02 AAA Aaa 07/21/21 07/28/21 479,118.18 0.55 117.14 479.166.82 468.887.34 DTD 07/28/2021 0.550%06/15/2026 VALET 2021-1 A3 92868KAC7 336,988.08 AAA Aaa 12/07/21 12/13/21 336.974.87 1.02 105.03 336,982.56 331,431.48 DTD 12/13/2021 1,020%06/22/2026 HART 2022-A A3 448977ADO 864,244.65 AAA NR 03/09/22 03/16/22 864.211.38 2.22 852.72 864.228.65 849.644.19 DTD 03/16/2022 2.220%10/15/2026 COMET 2021-A3 A3 14041NFY2 1,865,000.00 AAA NR 11/18/21 11/30/21 1,864,743.00 1.04 862.04 1,864,881.36 1,841.498.02 DTD 11/30/2021 1.040%11/15/2026 GMCAR 2022-1 A3 380146AC4 279,686.54 AAA NR 01/11/22 01/19/22 279,662.24 1.26 146.84 279,675.00 274,278.19 DTD 01/19/2022 1.260%11/16/2026 WOART 2024-A A2A 98164RAB2 1.100,000.00 AAA NR 02/06/24 02/14/24 1,099,913.87 5.05 2,468.89 1,099,925.66 1,097,448.11 DTD 02/14/2024 5.050%04/15/2027 NAROT 2023-B A3 65480MAD5 650,000.00 NR Aaa 10/18/23 10/25/23 649,868.05 5.94 1,713.11 649.888.75 659,798.95 DTD 10/25/2023 5.930%03/15/2028 AMXCA 2023-1 A 025823JZ4 2.000.000.00 AAA NR 08/07/23 08/10/23 1.995.625.00 4.92 4,328.89 1.996.522.63 2.003.887.00 DTD 06/14/2023 4.870%05/15/2028 COMET 2023-Al A 14041NGD7 2.720.000.00 AAA NR 07/14/23 07/18/23 2.683.237.50 4.73 5.343.29 2.691.161.35 2.703.881.82 DTD 05/24/2023 4.420%05/15/2028 AMXCA 2023-1 A 025821JZ4 2,720,000.00 AAA NR 07/14/23 07/18/23 2,717,556.25 4.89 5,887.29 2,718,082.98 2,725,286.32 DTD 06/14/2023 4.870%05/15/2028 BACCT 2023-A1 Al 05522RDGO 3.449,000.00 AAA NR 07/14/23 07/18/23 3.437,682.97 4.87 7,342.54 3.440.122.26 3,452.141.00 DTD 06/16/2023 4.790%05/15/2028 PFM Asset Management LLC Account- Page 17 Page 72 pfml asset management Managed Account Detail of Securities Held For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA -- Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Dated Date/Coupon/Maturity CUSIP Par Rating Rating Date Date Cost at Cost Interest Cost Value Asset-Backed Security DCENT 2023-A2 A 254683CZ6 3.305.000.00 AAA Aaa 07/14/23 07/18/23 3.306.549.22 4.92 7.241.62 3,306,221.07 3.313.495.83 DTD 06/28/2023 4.930%06/15/2028 HAROT 2023-4 A3 438123AC5 395,000.00 NR Aaa 11/01/23 11/08/23 394.930.44 5.67 622.13 394,940.28 400.522.30 DTD 11/08/2023 5.670%06/21/2028 TAOT 2024-C A3 89237QAD2 1,475,000.00 AAA NR 07/23/24 07/30/24 1,474,999.12 4.88 199.94 1,474,999.12 1,480,823.15 DTD 07/30/2024 4.880%03/15/2029 BACCT 2024-A1 A 05522RD34 3,065,000.00 AAA Aaa 06/06/24 06/13/24 3,064,828.05 4.93 6,715.76 3.064.832.22 3,094,026.16 DTD 06/13/2024 4.930%05/15/2029 AMXCA 2024-3 A 02589BAEO 2.095.000.00 AAA NR 07/16/24 07/23/24 2,094,904.89 4.65 2,164.83 2.094.905.30 2.106.147.08 DTD 07/23/2024 4.650%07/16/2029 Security Type Sub-Total 27,439,731.56 27,385,329.96 4.31 46,267.84 27,397,120.68 27,434,689.93 Managed Account Sub-Total 391,827,862.95 379,986,630.19 3.69 2,593,484.41 383,217,182.49 379,857,470.31 Securities Sub-Total $391,827,862.95 $379,986,630.19 3.69% $2,593,484.41 $383,217,182.49 $379,857,470.31 Accrued Interest $2,593,484.41 Total Investments $382,450,954.72 PFM Asset Management LLC Account- Page 18 Page 73 pfml asset management Managed Account Fair Market Value &Analytics For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA -- Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost Duration at Mkt U.S.Treasury Bond / Note US TREASURY NOTES 91282CEO0 3,000.0(K).00 MORGAN_ 98.34 2,950,312.50 (41.601.56) (47.462.51) 0.78 4.91 DTD 05/15/2022 2.750%05/15/2025 US TREASURY NOTES 91282CEU1 1,70D,(X)0.00 MERRILL 98.33 1,671,578.04 6,175.70 (14,115.00) 0.87 4.85 DTD 06/15/2022 2.875%06/15/2025 US TREASURY NOTES 91282CHL8 3,445,000.00 BMO 99.86 3,440,155.64 17,898.02 7,819.88 0.90 4.78 DTD 06/30/2023 4.625%06/30/2025 US TREASURY NOTES 91282CAB7 3.40QOOD.O0 BMO 95.69 3,253.375.00 113.289.06 (65,415.80) 1.00 4.72 DTD 07/31/2020 0.250%07/31/2025 US TREASURY NOTES 91282CAB7 4,350,000.00 ]PM CHA 95.69 4,162,406.25 (160,406.25) (181,650.06) 1.00 4.72 DTD 07/31/2020 0.250%07/31/2025 US TREASURY NOTES 91282CAB7 4,500,000.00 BNP PAR 95.69 4,305,937.50 (172,792.97) (189,361.77) 1.00 4.72 DTD 07/31/2020 0.250%07/31/2025 US TREASURY NOTES 91282CHV6 1,000,000.00 BMO 100.27 1,002.656.20 7.187.45 5.276.76 1.05 4.74 DTD 08/31/2023 5.000%08/31/2025 US TREASURY NOTES 91282CIB8 505,000.00 BMO 100.36 5,705,430.75 (5,773.55) 3,413.44 1.13 4.68 DTD 09/30/2023 5.000%09/30/2025 US TREASURY NOTES 91282CATS 1,100.000.00 BMO 94.75 1,042.250.00 45.375.00 (17.350.52) 1.25 4.62 DTD 10/31/2020 0.250%10/31/2025 US TREASURY NOTES 91282CAZ4 3,000,000.00 NOMURA 94.64 2,839,218.60 6,210.79 (102,056.22) 1.33 4.56 DTD 11/30/2020 0.375%11/30/2025 US TREASURY NOTES 91282CBC4 3,225,000.00 HSBC 94.36 3,043.090.01 (129.881.67) (166.077.95) 1.41 4.53 DTD 12/31/2020 0.375%12/31/2025 US TREASURY NOTES 91282CBH3 3,000,000.00 RBS 94.08 2,822,343.60 (133,945.47) (163,014.84) 1.50 4.50 DTD 01/31/20210,375%01/31/2026 US TREASURY NOTES 91282CB03 2,650,000.00 CIITGRP 94.02 2,491,413.93 (132,396.62) (150,311.18) 1.58 4.45 DTD 02/28/2021 0.500%02/28/2026 US TREASURY NOTES 91282CGR6 5,200,000.00 BMO 100.33 5,217,062.24 14,218.49 14,788.01 1.56 4.41 DTD 03/15/2023 4.625%03/15/2026 US TREASURY NOTES 91282CBT7 3.000.000.00 NOMURA 94.17 2,825,156.40 (148,476.41) (166,049.71) 1.65 4.41 DTD 03/31/2021 0,750%03/31/2026 US TREASURY NOTES 91282CGV7 4,100,000.00 BMO 98.97 4,057,718.75 33,632.81 21,355.60 1.65 4.38 DTD 04/15/2023 3.750%04/15/2026 US TREASURY NOTES 912828654 4,000,000.00 NOMURA %.66 3.866,250.00 99.375.00 16.706.56 1.71 4.38 DTD 04/30/2019 2.375%04/30/2026 PFM Asset Management LLC Account- Page 19 Page 74 pfml asset management Managed Account Fair Market Value &Analytics For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA -- Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost Duration at Mkt U.S.Treasury Bond / Note US TREASURY NOTES 912828R36 3.525.000.00 CMGRP 95.33 3.360,316.23 (144.442.56) (156.058.10) 1.77 4.36 DTD 05/16/2016 1.625%05/15/2026 US TREASURY NOTES 91282CCf6 3,000,000.00 JPM_CHA 93.73 2,812,031.40 (42,6%.10) (125,904.18) 1.82 4.34 DTD 05/31/20210.750%05/31/2026 US TREASURY NOTES 91282CCF6 6,100,000.00 RBC 93.73 5,717,797.18 (368,859.07) (377,310.60) 1.82 4.34 DTD 05/31/2021 0.750%05/31/2026 US TREASURY NOTES 91282CCP4 2,000,000.00 CMGRP 93.08 1,861.%2.40 (124,453.23) (132,826.92) 1.99 4.27 DTD 07/31/2021 0.625%07/31/2026 US TREASURY NOTES 91282CCP4 3,000,000.00 CMGRP 93.08 2,792,343.60 (199,687.65) (204,469.77) 1.99 4.27 DTD 07/31/2021 0.625%07/31/2026 US TREASURY NOTES 9128282A7 4,525,000.00 MERRILL 94.64 4.282,488.06 33.407.01 (112,255.79) 2.00 4.27 DTD 08/15/2016 1.500%08/15/2026 US TREASURY NOTES 91282CCZ2 1,000,000.00 CMGRP 93.17 931.718.80 52.851.61 (1.361.68) 2.14 4.20 DTD 09/30/2021 0.875%09/30/2026 US TREASURY NOTES 91282CCZ2 3,900,000.00 BMO 93.17 3,633,703.32 91,558.79 (35,892.59) 2.14 4.20 DTD 09/30/2021 0.875%09/30/2026 US TREASURY NOTES 91282CDG3 400.000.00 CITIGRP 93.44 373.750.00 (23.828.13) (25.150.25) 2.22 4.21 DTD 10/31/2021 1.125%10/31/2026 US TREASURY NOTES 91282CDG3 3,000,000.00 BMO 93.44 2,803,125.00 13,476.56 (90.402.35) 2.22 4.21 DTD 10/31/2021 1.125%10/31/2026 US TREASURY NOTES 912828U24 3.000.000.00 MERRILL 95.28 2.858,437.50 (11.953.13) (74.677.66) 2.24 4.18 DTD 11/15/2016 2.000%11/15/2026 US TREASURY NOTES 91282CDK4 2,895,000.00 NOMURA 93.53 2,707,729.69 (195,525.58) (191,123.98) 2.30 4.19 DTD 11/30/2021 1,250%11/30/2026 US TREASURY NOTES 91282CDQ1 1,625,000.00 JPM CHA 93.41 1,517,851.% (98,833.01) (103,120.87) 2.38 4.15 DTD 12/31/2021 1.250%12/31/2026 US TREASURY NOTES 912828Y)12 3,520,000.00 BMO 94.50 3,326,400.00 102,987.50 34,464.67 2.37 4.17 DTD 12/31/2019 1.750%12/31/2026 US TREASURY NOTES 912828Z78 2,150,000.00 MERRILL 93.78 2,016,296.88 26,707.04 (3,173.28) 2.46 4.14 DTD 01/31/2020 1,500%01/31/2027 US TREASURY NOTES 912828V98 645,000.00 MERRILL 95.48 615,874.25 (9,523.80) (18,518.98) 2.46 4.14 DTD 02/15/2017 2.250%02/15/2027 US TREASURY NOTES 912828V98 1.950,000.00 MERRILL 95.48 1,861,945.41 (49,206,93) (66,298.02) 2.46 4.14 DTD 02/15/2017 2.250%02/15/2027 PFM Asset Management LLC Account- Page 20 Page 75 pfml asset management Managed Account Fair Market Value & Analytics For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA - Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost Duration at Mkt U.S.Treasury Bond / Note US TREASURY NOTES 912828V98 3,400,000.00 CITIGRP 95.48 3.246,468.92 (67.202.96) (105.958.34) 2.46 4.14 DTD 02/15/2017 2.250%02/15/2027 US TREASURY NOTES 912828ZB9 4,500,000.00 BMO 92.70 4,171,640.40 161,542.74 34,917.08 2.54 4.13 DTD 02/29/2020 1.125%02/28/2027 US TREASURY NOTES 912828X88 3,300,000.00 MERRILL 95.45 3,149,952.96 (29,261.88) (78,836.31) 2.711 4.12 DTD 05/15/2017 2.375%05/15/2027 US TREASURY NOTES 91282CFB2 1,600.0W00 BMO 96.28 1.540,500.00 18.500.00 (8,311.04) 2.90 4.08 DTD 07/31/2022 2.750%07/31/2027 US TREASURY NOTES 91282CAH4 2,700,000.00 MERRILL 89.78 2,424,093.75 96,609.37 (33,102.04) 3.06 4.06 DTD 08/31/2020 0.500%08/31/2027 US TREASURY NOTES 91282CH48 3,000,000.00 CITIGRP 100.25 3,007,500.00 (73,593.75) (50,820.85) 2.96 4.04 DTD 09/30/2022 4.125%09/30/2027 US TREASURY NOTES 91282CAU5 3,050.000.00 MERRILL 89.33 2.724.507.66 127.003.75 (20.398.33) 3.22 4.04 DTD 10/31/2020 0.500%10/31/2027 US TREASURY NOTES 91282831`5 3,200,000.00 CTTIGRP 94.50 3,024,000.00 10,375.00 (48,093.50) 3.17 4.05 DTD 11/15/2017 2.250%11/15/2027 US TREASURY NOTES 91282CGC9 2,500.000.00 BMO 99.55 2.488.672.00 29.004.03 17,264.41 3.22 4.02 DTD 12/31/2022 3.875%12/31/2027 US TREASURY NOTES 91282CGC9 2,500,000.00 BMO 99.55 2,488,672.00 42,578.25 40,221.92 3.22 4.02 DTD 12/31/2022 3.875%12/31/2027 US TREASURY NOTES 91282CB39 3.100,000.00 BMO 89.44 2,772,%2.50 134,777.34 54.405.14 3.46 4.02 DTD 01/31/20210.750%01/31/2028 US TREASURY NOTES 91282CGH8 4,550,000.00 WELLS_F 98.31 4.473,218.75 13,863.28 1,123.06 3.32 4.02 DTD 01/31/2023 3,500%01/31/2028 US TREASURY NOTES 9128283W8 2,000,000.00 BMO 95.80 1,915,937.60 46,640.72 9,565.93 3.35 4.04 DTD 02/15/2018 2.750%02/15/2028 US TREASURY NOTES 9128283WS 3,000,000.00 BMO 95.80 2,873,906.40 (47,109.23) (68,589.78) 3.35 4.04 DTD 02/15/2018 2.750%02/15/2028 US TREASURY NOTES 9128283W8 3.375,000.00 BMO 95.80 3,233,144.70 95,844.90 55,414.51 3.35 4.04 DTD 02/15/2018 2,750%02/15/2028 US TREASURY NOTES 91282CSS9 2,625,000.00 MERRILL 90.67 2,380,136.85 123,047.01 55,297.70 3.57 4.01 DTD 03/31/2021 1.250%03/31/2028 US TREASURY NOTES 91282CBS9 3,000.000.00 JPM_CHA 90.67 2.720,156.40 103,125.15 16.519.72 3.57 4.01 DTD 03/31/2021 1.250%03/31/2028 PFM Asset Management LLC Account- Page 21 Page 76 pfml asset management Managed Account Fair Market Value & Analytics For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA - Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost Duration at Mkt U.S.Treasury Bond / Note US TREASURY NOTES 91282CBZ3 6,000,000.00 BMO 90.50 5.430,000.00 101.250.(X) (57,286.43) 3.66 4.00 DTD 04/30/2021 1.250%04/30/2028 US TREASURY NOTES 91282CCE9 800,000.00 RBC 90.33 722,624.96 30,906.21 7,443.25 3.74 4.00 DTD 05/31/2021 1.250%05/31/2028 US TREASURY NOTES 91282CCE9 3,000,000.00 IPM CHA 90.33 2,709,843.60 101,835.79 16,210.68 3.74 4.00 DTD 05/31/2021 1.250%05/31/2028 US TREASURY NOTES 91282CCH2 3,375,000.00 BMO 90.16 3.042.773.44 144.096.68 68,636.76 3.82 3.99 DTD 06/30/2021 1.250%06/30/2028 US TREASURY NOTES 91282CIA0 6,000,000.00 MERRILL 102.47 6,148,125.00 55,078.12 66,653.00 3.78 3.98 DTD 09/30/2023 4.625%09/30/2028 US TREASURY N/B NOTES 91282CIF9 7,000,000.00 BMO 103.52 7,246,093.40 102,265.27 111,626.25 3.85 3.97 DTD 10/31/2023 4.875%10/31/2028 US TREASURY NOTES 9128285M8 8,(X)0,000.00 BMO 96.66 7,732.500.00 110.937.50 78.279.34 4.02 3.98 DTD 11/15/2018 3.125%11/15/2028 US TREASURY N/e NOTES 91282CIR3 4,800,000.00 MERRILL 99.19 4,761,000.00 100,125.00 97,839.78 4.10 3.95 DTD 12/31/2023 3.750%12/31/2028 US TREASURY NOTES 91282CDWB 2,100,000.00 BMO 90.98 1,910.671.98 46.347.76 38,450.34 4.34 3.96 DTD 01/31/2022 1.750%01/31/2029 US TREASURY NOTES 91282CDW8 4,500,000.00 NOMURA 90.98 4,094,297.10 13,711.16 (27,263.43) 4.34 3.96 DTD 01/31/2022 1.750%01/31/2029 US TREASURY NOTES 9128286BI 5,725.0(x1.00 MERRILL 94.48 5.409,230.76 168,619.43 144,483.22 4.25 3.96 DTD 02/15/2019 2.625%02/15/2029 US TREASURY NOTES 91282CEE7 6,300,000.00 CITIGRP 93.28 5,876,718.75 134,613.28 116,545.10 4.40 3.97 DTD 03/31/2022 2.375%03/31/2029 Security Type Sub-Total 211,590,000.00 201,888,676.57 365,637.06 (2,345,348.52) 2.64 4.22 Supra-National Agency Bond Note INTL BK RECON&DEVELOP NOTES 459058LFI 2,590,000.00 MERRILL 100.54 2,604,066.29 14,739.69 14,639.83 1.62 4.41 DTD 04/10/2024 4.750%04/10/2026 Security Type Sub-Total 2,590,000.00 2,604,066.29 14,739.69 14,639.83 1.62 4.41 Federal Agency Commercial Mortgage-Backed Security PFM Asset Management LLC Account- Page 22 Page 77 pfml asset management Managed Account Fair Market Value & Analytics For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA - Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost Duration at Mkt Federal Agency Commercial Mortgage-Backed Security FHMS K062 A2 3137BUX60 1.710,000.00 BARCLAY 97.25 1.663,043.81 38.543.81 13,900.95 2.19 4.66 DTD 02/01/2017 3.413%12/01/2026 FHMS K067 A2 3137FAWS3 1,960,000.00 TD 96.24 1,886,391.34 50,652.28 20,226.43 2.72 4.57 DTD 09/28/2017 3.194%07/01/2027 FHMS K505 A2 3137HACX2 3,150,000.00 AMHERST 100.89 3,177,975.81 25,268.78 25,829.81 3.39 4.57 DTD 07/01/2023 4.819%06/01/2028 FHMS K146 Al 3137HAD45 3,193.131.39 )PM CHA 100.53 1209,953.57 16.902.01 16.885.29 2.62 4.63 DTD 07/01/2023 4.777%06/01/2028 FNA 2023-M6 A2 3136130DE6 3,400,000.00 ]PM_CHA 98J5 3,357,445.19 84,148.31 59,521.51 3.54 4.54 DTD 07/01/2023 4.190%07/01/2028 FHMS K508 A2 3137HAO74 3,000,000.00 BMO 100.68 3,020,353.02 86,161.02 76,466.02 3.55 4.55 DTD 10/01/2023 4.740%08/01/2028 FHMS K506 A2 3137HAMH6 3,475.000.00 WELLS F 100.34 3.486.944.83 63.350.50 54.975.35 3.53 4.56 DTD 09/01/2023 4.650%08/01/2028 FHMS K509 A2 3137HAST4 2,330,000.00 MORGAN_ 101.09 2,355,387.89 99,675.28 89,390.95 3.62 4.56 DTD 10/01/2023 4.850%09/01/2028 FHMS K507 A2 3137HAMS2 3,000,000.00 PNC 100.91 3,027.432.21 117.783.78 104,836.67 3.58 4.55 DTD 09/01/2023 4.800%09/01/2028 FHMS K510 A2 3137H63134 1,130,000.00 ]PM CHA 101.88 1,151,266.65 24,533.48 24,115.11 3.64 4.57 DTD 11/01/2023 5.069%10/01/2028 FHMS K511 A2 3137HB3G7 1.720.000.00 MERRILL 101.13 1.739,514.52 24,456.08 23,855.10 3.68 4.56 DTD 12/01/2023 4.860%10/01/2028 FHMS K514 A2 3137HBLV4 1,790,000.00 ]PM CHA 100.06 1,791,109.98 (16,788.23) (15.166.59) 3.78 4.56 DTD 02/01/2024 4,572%12/01/2028 FHMS K520 A2 3137HCKV3 4,000,000.00 WELLS F 102.61 4,104,463.00 66,181.75 66,713.48 4.00 4.55 DTD 04/01/2024 5.180%03/01/2029 Security Type Sub-Total 33,858,131.39 33,971,281.82 680,868.85 561,550.08 3.41 4.57 Federal Agency :. Note FEDERAL FARM CREDrr BANK NOTES 3133ELR71 3,000,000.00 NEW ACC 96.15 2.884.548.00 (122.562.00) (116.770.12) 0.92 4.S2 DTD 07/02/2020 0.500%07/02/2025 FANNIE MAE NOTES(CALLABLE) 3136G4Z]5 2,500,000.00 NEW ACC 10/21/24 95.98 2,399,497.50 (99,502.50) (100.308.63) ❑.24 4.91) DTD 07/21/2020 0,625%07/21/2025 PFM Asset Management LLC Account- iliio p 23 Page 78 pfml asset management Managed Account Fair Market Value &Analytics For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA -- Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost Duration at Mkt Federal Agency Bond / Note FANNIE MAE NOTES 3135GO5X7 2,000,000.00 NOMURA 95.47 1.909,448.00 (79.052.00) (88.001.54) L07 4.77 DTD 08/27/2020 0.375%08/25/2025 FREDDIE MAC NOTES 3137EAEX3 2,300,000.00 CTTIGRP 95.19 2,189,448.20 (103,628.80) (108,965.28) 1.14 4.73 DTD 09/25/2020 0.375%09/23/2025 FANNIE MAE NOTES 3135GO6G3 1,390,000.00 BMO 94.95 1,319,836.97 (67,883.43) (69,583.11) 1.27 4.64 DTD 11/12/2020 0.500%11/07/2025 FANNIE MAE NOTES 3135GO6G3 4,500,000.00 ]EFFERI 94.95 4,272.853.50 (221,611.50) (225,721.98) 1.27 4.64 DTD 11/12/2020 0.500%11/07/2025 Security Type Sub-Total 15,690,000.00 14,975,632.17 (694,240.23) (709,350.66) 0.99 4.75 Corporate US BANK NA CINCINNATI(CALLABLE) 90331HPL1 500,000.00 LIS_BANC 12/20/24 98.52 492,585.00 (35,505.00) (10,044.94) 0.39 5.25 CORPORA DTD 01/21/2020 2.050%01/21/2025 AMERICAN HONDA FINANCE CORPORATE 02665WEOO 2,700.000.00 GOLDMAN 101.02 2,727,450.90 12,330.90 17,922.07 1.13 4.90 NOTES DTD 10/04/2023 5.800%10/03/2025 CITIGROUP INC CORP NOTE(CALLABLE) 172%7ND9 1,500,000.00 MORGAN_ 11/03/24 98.89 1,483.377.00 (18,168.00) (16,755.51) 0.26 2.18 DTD 11/03/2021 1.281%11/03/2025 BANK OF NY MELLON CORP(CALLABLE) 06406RAOO 1,685,000.00 MITSU 12/28/25 94.26 1,588,225.40 (95,780.45) (96,477.23) 1.41 4.78 CORPOR DTD 01/2B/20210,750%01/28/2026 STATE STREET CORP(CALLABLE) 857477BR3 605,000.00 GOLDMAN 02/26/25 98.21 594.175.34 14.930.19 (477.90) 0.57 2.96 CORPORATE N DTD 02/07/2022 1.746%02/06/2026 GOLDMAN SACHS GROUP INC CORP NOTES 38141GXS8 1,900,000.00 MERRILL 02/12/25 97.28 1,848.297.20 (55.578.80) (52.221.91) 0.53 2.68 (CALL DTD 02/12/2021 0.855%02/12/2026 IP MORGAN CORP(CALLABLE)NOTES 46625HOW3 1.500.000.00 SIEBERT 01/01/26 97.64 1.464.589.50 34.159.50 7,532.20 1.38 4.79 DTD 03/23/2016 3.300%04/01/2026 BANK OF AMERICA CORP NOTES 06051GKMO 2,000,000.00 DEUTSCH 04/02/25 98.64 1,972,896.00 14,196.00 (9,428.88) 0.66 4.23 (CALLABLE) DTD 03/22/2022 3.384%04/02/2026 PFM Asset Management LLC Account-Page 24 Page 79 pfml asset management Managed Account Fair Market Value & Analytics For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA - Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost Duration at Mkt Corporate Note IBM CORP 459200JZ5 1.675.000.00 MORGAN_ 97.66 1.635,863.63 (208.998.12) (103,713.55) 1.74 4.67 DTD 05/15/2019 3.300%05/15/2026 ASTRAZENECA FINANCE LLC(CALLABLE) 04636NAAl 1,675,000.00 MORGAN_ 04/28/26 94.02 1,574,902.00 (109,193.25) (103,499.34) 1.73 4.65 CORP DTD 05/28/2021 1.200%05/28/2026 TOYOTA MOTOR CREDIT CORP 89236TJK2 1,105.000.00 JPM CHA 93.66 1,034,941.90 (67,605.00) (69,090.40) 1.87 4.68 CORPORATE NOTES DTD 06/18/2021 1.125%06/18/2026 MORGAN STANLEY CORP NOTES 6176113118 1,000,000.00 SUSQ 96.87 968,699.00 (93,621.00) (57,463.13) 1.94 4.79 DTD 07/25/2016 3.125%07/27/2026 MORGAN STANLEY CORP NOTES 6176113R8 1,000,000.00 SEEL 96.87 968,699.00 32.419.00 10.094.16 1.94 4.79 DTD 07/25/2016 3.125%07/27/2026 STATE STREET CORP NOTES(CALLABLE) 857477CD3 2-500.000.00 JPM_CHA 100.57 2,514.337.50 12.937.50 13.402.46 1.88 4.97 DTD 08/03/2023 5.272%08/03/2026 AMERICAN HONDA FINANCE CORPORATE 02665WDZI 2,000,000.00 RBC 93.25 1,865,070.00 (105,670.00) (122,005.85) 2.07 4.70 NOTES DTD 09/09/2021 1.300%09/09/2026 CATERPILLAR FINL SERVICE CORPORATE 1491311209 2,000.000.00 LOOP 93.02 1,860,446.00 (107,194.00) (125,208.85) 2.09 4.64 NOTES DTD 09/14/2021 1.150%09/14/2026 IPMORGAN CHASE&CO CORP NOTES 46625HRV4 L000,000.00 SUSQ 07/01/26 96.31 963,101.00 (94,439.00) (60.544.19) 1.86 4.76 DTD 07/21/2016 2.950%10/01/2026 CIiIGROUP INC(CALLABLE)OORP NOTES 172967KY6 1,200,000.00 RBS 07/21/26 96.27 1,155,205.20 30,577.20 7,539.70 1.91 4.99 DTD 10/21/2016 3,200%10/21/2026 NATIONAL RURAL COOP CORPORATE 63743HFK3 770,000.00 MIZUHO 10/13/26 101.88 784,483.70 14,753.20 14,690.87 2.08 4.72 NOTES(CAL DTD 11/02/2023 5.600%11/13/2026 1OHN DEERE CAPITAL OORP CORPORATE 24422EWA3 2,000,000.00 )PM_CHA 93.42 1,868.396.00 (120,324.00) (126,081.50) 2.40 4.57 NOTES DTD 01/10/2022 1,700%01/11/2027 BANK OF AMERICA CORP NOTES 06051GL.E7 2,000,000.00 JPM CHA 01/20/26 100.26 2,005,290.00 36,870.00 27,320.29 1.44 4.96 (CALLABLE) DTD 01/20/2023 5.080%01/20/2027 PFM Asset Management LLC Account- Pilop 25 Page 80 pfml asset management Managed Account Fair Market Value & Analytics For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost Duration at Mkt Corporate Note GOLDMAN SACHS GROUP INC CORP NOTE 38141GWB6 2.300,000.00 MORGAN 01/26/26 97.53 2.243,109.50 14,570.50 (16.387.01) 1.46 4.92 (CALLA - DTD 01/26/2017 3.850%01/26/2027 TRUIST FINANCIAL CORP NOTES 89788MAD4 2,1011,0011 00 GOLDP IAN 03/02/26 94.08 1.975.669.50 25.961.50 (45,6%.58) 1.57 3.69 (CALLABLE) DTD 03/02/2021 1.267%03/02/2027 CHARLES SCHWAB CORP NOTES 808513BYO 2,000,000.00 CSFB 02/03/27 94.11 1.882.270.00 (15,930.00) (63,405.98) 2.42 4.90 (CALLABLE) DTD 03/03/2022 2.450%03/03/2027 HOME DEPOT INC(CALLABLE)CORPORATE 437076CNO 2,000,000.00 SCOTIA 03/15/27 95.82 1,916,340.00 (19,760.00) (48,640.96) 2.52 4.53 NOTE DTD 03/28/2022 2.875%04/15/2027 MORGAN STANLEY CORP NOTES 61772BA09 500.000.00 MERRILL 05/04/26 94.16 470.802.00 17.977.00 (2.670.30) 1.74 3.84 (CALLABLE) DTD 04/22/2021 1.593%05/04/2027 NORTHERN TRUST CORP NOTE(CALLABLE) 665859AW4 1,595,000.00 IPM CHA 04/10/27 98.60 1,572,590.25 (37,817.45) (30,843.62) 2.56 4.54 DTD 05/10/2022 4.000%05/10/2027 UNITEDHEALTH GROUP INC CORP NOTES 91324PEG3 400,000.00 MERRILL 04/15/27 97.89 391,541.20 (8,242.80) (8,338.17) 2.58 4.51 (CALLA DTD 05/20/2022 3.700%05/15/2027 UNITEDHEALTH GROUP INC CORP NOTES 91324PEG3 1.400.000.00 JPM_CHA 04/15/27 97.89 1.370,394.20 (42.093.80) (36.553.75) 2.58 4.51 (CALLA DTD 05/20/2022 3.700%05/15/2027 PNC FINANCIAL SERVICES CORP NOTES 693475AT2 2,500,000.00 ISEB 04/19/27 95.91 2,397,790.00 (63.710,00) (79,683.64) 2.61 4.72 (CALLA DTD 05/19/2017 3.150%05/19/2027 AMAZOWCOM INC(CALLABLE) 023135BR6 850,000.00 CTTIGRP 04/03/27 91.38 776,705.35 37,213.85 (5,989.06) 2.63 4.46 CORPORATE NOTE DTD 06/03/2020 1.200%06/03/2027 NATIONAL AUSTRALIA WNY CORPORATE 63254ABE7 3,000,000.00 IPM_CHA 98.33 2,949,942.00 (24,048.00) (35,182.91) 2.71 4.53 NOTES DTD 06/09/2022 3.905%06/09/2027 PFM Asset Management LLC Account- Page 26 Page 81 pfml asset management Managed Account Fair Market Value & Analytics For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA - Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost Duration at Mkt Corporate Note BANK OF AMERICA CORP CORP NOTES 06051CJS9 1.1()O,(XX).00 ISEB 07/22/26 93.92 1.033,069.40 46.919.40 18.733.23 1.95 3.92 (CALLABL DTD 04/22/2021 1.734%07/22/2027 IBM CORP NOTES(CALLABLE) 459200KT7 2-500.000.00 BNP PAR 06/27/27 99.23 2.480.780.00 (80,275.00) (55.395.68) 2.77 4.43 DTD 07/27/2022 4.150%07/27/2027 TRUIST FINANCIAL CORP NOTES 89788MAC6 300.000.00 ISEB 06/03/27 89.29 267,858.30 7.173.30 (8,247.76) 2.78 5.01 (CALLABLE) DTD 08/03/202D 1.125%08/03/2027 TRUIST FINANCIAL CORP NOTES 89788MAC5 1,500,000.00 GOLDMAN 06/03/27 89.29 1,339,291.50 112,996.50 12,149.52 2.78 5.01 (CALLABLE) DTD 08/03/2020 1.125%08/03/2027 INTEL CORP NOTES(CALLABLE) 458140BY5 2.300.000.00 BNP_PAR 07/05/27 97.61 2,245.046.10 (14.795.901 (30.339.49) 2.75 4.61 DTD 08/05/2022 3.750%08/05/2027 TOYOTA MOTOR CREDIT CORP 89236TK13 2,300,000.00 C TIGRP 99.99 2.299,866.60 24,407.60 15,391.16 2.91 4.55 CORPORATE NOTES DTD 09/20/2022 4.550%09/20/2027 TEXAS INSTRUMENTS INC CORP NOTES 882508BC7 2,300.000.00 MORGAN_ 08/03/27 95.46 2,195.575.40 36.841.40 (10.589.25) 2.88 4.41 (CALLAB DTD 11/03/2017 2.900%11/03/2027 COMCAST CORP NOTES(CALLABLE) 20030NEA5 2,000,000.00 TD 10/15/27 102.40 2,047,984.00 (37,536.00) (10,223.33) 2.96 4.55 DTD 11/07/2022 5.350%11/15/2027 MORGAN STANLEY CORP NOTES 61747YFP5 1,540,000.00 ISEB 04/13/27 101.83 1,568,246.68 20,146.28 20,755.28 2.51 5.10 (CALLABLE) DTD 04/19/2024 5,652%04/13/2028 IPMORGAN CHASE&CO CORPORATE 46647PEE2 1,075,000.00 MKTX 04/22/27 101.95 1,095,989.38 17,861.13 18,094.18 2.53 4.99 NOTES(CAL DTD 04/22/2024 5.571%04/22/2028 HERSHEY COMPANY CORP NOTES 427866BHO 2,400,000.00 GOLDMAN 04/04/28 99.52 2,388.511.20 (35,368.80) (29.362.17) 3.41 4.39 CALLABLE DTD 05/04/2023 4,250%05/04/2028 META PLATFORMS INC COPR NOTES 30303M8L9 2,500,000.00 IPM-CHA 04/15/28 100.90 2,522,440.00 17,790.00 18,897.52 3.42 4.34 (CALLABLE) DTD 05/03/2023 4.600%05/15/2028 PFM Asset Management LLC Account- Page 27 Page 82 pfml asset management Managed Account Fair Market Value &Analytics For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA -- Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost Duration at Mkt Corporate Note MERCK&CO INC CORP NOTES CALLABLE 58933YBH7 3.050,000.00 CITIGRP 04/17/28 99.11 3.022,833.65 (4.992.85) (10,311.08) 3.46 4.31 DID 05/17/2023 4.050%05/17/2028 AMERICAN HONDA FINANCE CORPORATE 02665WEM9 800,000.00 GOLDMAN 101.66 813,317.60 16,933.60 16,165.97 3.61 4.66 NOTES DTD 07/07/2023 5.125%07/07/2028 1OHN DEERE CAPITAL ODRP CORPORATE 24422EXBO 800.000.00 GOLDMAN 101.79 814,286.40 8,926.40 9,989.47 3.64 4.45 NOTES DID 07/14/2023 4.950%07/14/2028 BMW US CAPITAL LLC CORP NOTES 05565ECE3 2,700,000.00 BARCLAY 07/11/28 101.42 2,738,269.80 68,671.80 62,828.47 3.55 4.66 (CALLABLE) DTD 08/11/2023 5.050%08/11/2028 CITIBANK NA CORP NOTES(CALLABLE) 17325FBB3 3.400.000.00 GOLDMAN 08/29/28 103.92 3,533.433.00 150.297.00 147,831.28 3.63 4.75 DTD 09/29/2023 5.803%09/29/2028 COOPERAT RABOBANK UA/NY 21688ABC5 2,250,000.00 MIZUHO 100.74 2.266,688.25 13,538.25 13,852.57 4.04 4.61 DTD 01/09/2024 4.800%01/09/2029 CISCO SYSTEMS INC CORPORATE NOTES 17275RBR2 1,620,000.00 CITIGRP 01/26/29 101.74 1,648,241.46 28,808.46 28,764.73 4.01 4.42 (CALLA DTD 02/26/2024 4.850%02/26/2029 Security Type Sub-Total 87,395,000.00 85,639,913.99 (626,539.76) (998,868.79) 2.40 4.52 Certificate of Deposit r CHIPPEWA VALLEY BANK 169894AT9 245,000.00 NEW ACC 95.69 234,432.42 (10,567.58) (10,567.58) 0.99 4.95 DTD 07/29/2020 0.500%07/29/2025 MEDALLION BANK UTAH 5841KDH07 245,000.00 NEW ACC 95.72 234,525.27 (10,474.73) (10,474.73) 1.00 4.95 DID 07/30/2020 0.550%07/30/2025 Security Type Sub Total 490,000.00 468,957.69 (21,042.31) (21,042.31) 0.99 4.95 DepositCertificate of TORONTO DOMINION BANK NY CERT 89115BFR6 1,700,000.00 TD 100.07 1,701,115.21 1,115.21 1,115.21 0.22 5.43 DEPOS DTD 10/18/2023 6,000%10/16/2024 PFM Asset Management LLC Account- Page 28 Page 83 pfml asset management Managed Account Fair Market Value & Analytics For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA - Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost Duration at Mkt Certificate of Deposit TORONTO DOMINION BANK NY CERT 89115B6K1 1.(X)0.(X)0.00 TD 100.79 1.007,877.05 7.877.05 7,877.05 1.19 4.83 DEPOS DTD 10/31/2022 5.600%10/27/2025 NATDQS NY BRANCH CERT DEPOS 63873OP65 2.300.000.00 WELLS F 101.55 2.335,719.00 35.719.00 35.719.00 1.97 4.83 DTD 09/20/2023 5.610%09/18/2026 CREDIT AGRICOLE CIB NY CERT DEPOS 22536DWD6 3,100,000.00 CREDAG 99.94 3,098,230.21 (1,769.79) (1,769.79) 2.37 4.78 OTD 02/05/2024 4.760%02/01/2027 Security Type Sub-Total 8,100,000.00 8,142,941.47 42,941.47 42,941.47 1.66 4.94 WELLS FARGO BANK NA BANK NOTES 94988]6D4 4,675,000.00 MERRILL 07/07/26 101.20 4,731,310.38 59,115.38 58,197.47 1.82 4.82 (CALLABLE OTD 08/09/2023 5.450%08/07/2026 Security Type Sub-Total 4,675,000.00 4,731,310.38 59,115.38 58,197.47 1.82 4.82 Asset-Backed Security KCOT 2021-2A A3 50117XAF2 260,703.75 MITSU 98.68 257,255.27 (3,438.65) (3,445.52) 0.24 1.59 DTD 07/28/2021 0.560%11/17/2025 CARMX 2021-1 A3 14316NAC3 5,643.01 MITSU 99.61 5.621.11 (20.79) (21.59) 0.06 0.62 DTD 01/27/2021 0.340%12/15/2025 HAROT 2021-4 A3 43815GAC3 266,166.38 MERRILL 98.23 261,443.42 (4,666.85) (4,703.09) 0.38 2.10 OTD 11/24/2021 0.880%01/21/2026 CARMX 2021-2 A3 143140ACB 108.102.13 MERRILL 99.14 107.173.19 (905.65) (921.48) 0.14 1.08 DTD 04/21/2021 0.520%02/17/2026 CARMX 2021-3 A3 14317DAC4 479,197.02 RBC 97.85 468,887.34 (10,230.84) (10,279.48) o.34 1.72 DTD 07/28/2021 0.550%06/15/2026 VALET 2021-1 A3 92868KAC7 336,988.08 WELLS_F 98.35 331,431.48 (5,543.39) (5,551.08) 0.35 1.91 DTD 12/13/2021 1.020%06/22/2026 HART 2022-A A3 448977ADO 864,244.65 MERRILL 98.31 849,644.19 (14,567.19) (14,584.46) 0.47 3.01 DTD 03/16/2022 2.220%10/15/2026 COMET 2021-A3 A3 14041NFY2 1,865,000.00 BARCLAY 98,74 1,841,498.02 (23,244,98) (23,383.34) 0.29 1.60 DTD 11/30/2021 1.040%11/15/2026 PFM Asset Management LLC Account- i aoe 29 Page 84 pfml asset management Managed Account Fair Market Value &Analytics For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA -- Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost Duration at Mkt Asset-Backed Security GMCAR 2022-1 A3 380146AC4 279,686.54 BNP PAR 98.07 274,278.19 (5.384.05) (5.396.81) 0.47 2.12 DTD 01/19/2022 1.260%11/16/2026 WOART 2024-A AZA 98164RAB2 1,100,000.00 MIZUHO 99.77 1,097,448.11 (2,465.76) (2,477.55) 0.60 5.14 DTD 02/14/2024 5.050%04/15/2027 NAROT 2023-B A3 65480MAD5 650,000.00 MIZUHO 101.51 659,798.95 9,930.90 9,910.20 1.50 5.47 DTD 10/25/2023 5.930%03/15/2028 AMXCA 2023-1 A 0258233Z4 2,000.000.00 MITSU 100.19 2.003,887.00 8.262.00 7,364.37 1.67 4.81 DTD 06/14/2023 4.870%05/15/2028 COMET 2023-A1 A 14041NGD7 2,720,000.00 MITSU 99.41 2,703,881.82 20,644.32 12,720.47 1.67 4.59 DTD 05/24/2023 4.420%05/15/2028 AMXCA 202-3-1 A 025821IZ4 2,720,000.00 MITSU 100.19 2,725,286.32 7,730.07 7,203.34 1.67 4.81 DTD 06/14/2023 4.870%05/15/2028 BACCT 2023-A1 Al 05522RDGO 3,449.000.00 MITSU 100.09 3,452.141.00 14.458.03 12,018.74 1.67 4.76 DTD 06/16/2023 4.790%05/15/2028 DCENT 2023-A2 A 254683CZ6 3,305,000.00 MITSU 100.26 3,313,495.83 6,946.61 7,274.76 1.74 4.86 DTD 06/28/2023 4.930%06/15/2028 HAROT 2023-4 A3 438123AC5 395.000.00 3PM CHA 101.40 400.522.30 5.591.86 5,582.02 1.70 5.27 DTD 11/08/2023 5.670%06/21/2028 TAOT 2024-C A3 892370AD2 1,475,000.00 MITSU 100.39 1,480,823.15 5,824.03 5,824.03 2.24 4.78 DTD 07/30/2024 4.880%03/15/2029 BACCT 2024-Ai A 05522RD34 3,065,000.00 MERRILL 100.95 3.094,026.16 29,198.11 29,193.94 2.54 4.71 DTD 06/13/2024 4.930%05/15/2029 AMXCA 2024-3 A 02589BAEO 2,095,000.00 CITIGRP 100.53 2,106,147.08 11,242.19 11,241.78 2.70 4.53 DTD 07/23/2024 4.650%07/16/2029 Security Type Sub-Total 27,439,731.56 27,434,689.93 49,359.97 31,569.25 1.63 4.33 Managed Account Sub-Total 391,827,862.95 379,857,470.31 (129,159.88) (3,359,112.18) 2.48 4.37 Securities Sub-Total $391 827 862.95 $379 857 470.31 ($129 159.88 3,359,712.18 2.48 4.37% Accrued Interest $2,593,484.41 Total Investments $382,450,954.72 PFM Asset Management LLC Account- Page 30 Page 85 pfml asset management Managed Account Security Transactions & Interest For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA - Transaction Type Principal Accrued Realized G/L Realized G/L Sale Trade Settle Security Description CUSIP Par Proceeds Interest Total Cost Amort Cost Method 07/01/24 07/02/24 US TREASURY N/B NOTES 91282CJR3 4,800,000.00 (4,660,875.00) (978.26) (4,661,853.26) DTD 12/31/2023 3.750%12/31/2028 07/01/24 07/05/24 FHMS K520 A2 3137HCKV3 4,000,000.00 (4.038,281.25) (2,302.22) (4,040.583.47) DTD 04/01/2024 5.180%03/01/2029 07/16/24 07/23/24 AMXCA 2024-3 A 02509EIAEO 2,095,000.00 (2,094,904.89) 0.00 (2,094,904.89) DTD 07/23/2024 4.650%07/16/2029 07/23/24 07/30/24 TAOT 2024 C A3 89237QAD2 1,475,000.00 (1,474,999.12) 0.00 (1.474,999.12) DTD 07/30/2024 4.880%03/15/2029 Transaction Type Sub-Total 12,370,000.00 (12,269,060.26) (3,280.48) (12,272,340.74) 07/01/24 07/25/24 FHMS K067 A2 3137FAWS3 1,960,000.00 0.00 5,216.87 5,216.87 DTD 09/28/2017 3.194%07/01/2027 07/01/24 07/25/24 FHMS K506 A2 3137HAMH6 3,475,000.00 0.00 13,465.63 13,465.63 DTD 09/01/2023 4.650%08/01/2028 07/01/24 07/25/24 FNA 2023-M6 A2 3136BODE6 3,400,000.00 0.00 11.871.67 11.871.67 DTD 07/01/2023 4.190%07/01/2028 07/01/24 07/25/24 FHMS K505 A2 3137HACX2 3,150,000.00 0.00 12,649.88 12,649.88 DTD 07/01/2023 4.819%06/01/2028 07/01/24 07/25/24 FHMS K507 A2 3137HAMS2 3,000,000.00 0.00 12,000.00 12.000.00 DTD 09/01/2023 4.800%09/01/2028 07/01/24 07/25/24 FHMS K510A2 3137HB3D4 1,130,000.00 0.00 4,773.31 4,773.31 DTD 11/01/2023 5.069%10/01/2028 07/01/24 07/25/24 FHMS K511 A2 3137HB3G7 1,720,000.00 0.00 6,966.00 6,966.00 DTD 12/01/2023 4.860%10/01/2028 07/01/24 07/25/24 FHMS K509 A2 3137HAST4 2,330,000.00 0.00 9,417.08 9,417.08 DTD 10/01/2023 4.850%09/01/2028 07/01/24 07/25/24 FHMS K508 A2 3137HAQ74 3,000,000.00 0.00 11,850.00 11,850.00 DTD 10/01/2023 4.740%08/01/2028 07/01/24 07/25/24 FHMS Kl46Al 3137HAD45 3,195,202.95 0.00 12,719.57 12,719.57 DTD 07/01/2023 4.777%06/01/2028 07/01/24 07/25/24 FHMS K062 A2 3137BUX60 1,710,000.00 0.00 4,863.53 4.863.53 DTD 02/01/2017 3.413%12/01/2026 PFM Asset Management LLC Account- Page 31 Page 86 pfml asset management Managed Account Security Transactions & Interest For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA - Transaction Type Principal Accrued Realized G/L Realized G/L Sale Trade Settle Security Description CUSIP Par Proceeds Interest Total Cost Amort Cost Method 07/01/24 07/25/24 FHMS K514 A2 3137HBLV4 1,790,000.00 0.00 6,819.90 6,819.90 DTD 02/01/2024 4.572%12/01/2028 07/02/24 07/02/24 MONEY MARKET FUND MONEY0002 0.00 0.00 1,892.83 1.89183 07/02/24 07/02/24 FEDERAL FARM CREDIT BANK NOTES 3133ELR71 3.000,000.00 0.00 7,500.00 7,500.00 DTD 07/02/2020 0.500%07/02/2025 07/07/24 07/07/24 AMERICAN HONDA FINANCE 02665WEM9 800,000.00 0.00 20,500.00 20,500.00 CORPORATE NOTES DTD 07/07/2023 5.125%07/07/2028 07/09/24 07/09/24 COOPERAT RABOBANK UA/NY 21688ABC5 2,250.000.00 0.00 54,000.00 54,000.00 DTO 01/09/2024 4.800%01/09/2029 07/11/24 07/11/24 JOHN DEERE CAPITAL CORP 24422EWA3 2.000,000.00 0.00 17,000.00 17.000.00 CORPORATE NOTES DTD 01/10/2022 1.700%01/11/2027 07/14/24 07/14/24 JOHN DEERE CAPITAL CORP 24422EXB0 800,000.00 0.00 19,800.00 19,800.00 CORPORATE NOTES DTD 07/14/2023 4.950%07/14/2028 07/15/24 07/15/24 COMET 2023-Al A 14041NGD7 2,720,000.00 0.00 10,018.67 10,018.67 DTD 05/24/2023 4.420%05/15/2028 07/15/24 07/15/24 HART 2022-A A3 448977ADO 942,814.65 0.00 1,744.21 1,744.21 DTD 03/16/2022 2.220%10/15/2026 07/15/24 07/15/24 HART 2021-A A3 44933LAC7 17.372.74 0.00 5.50 5.50 DTD 04/28/2021 0.380%09/15/2025 07/15/24 07/15/24 BACCT 2024-Al A 05522RD14 3,065,000.00 0.00 13,431.51 13,431.51 DTD 06/13/2024 4.930%05/15/2029 07/15/24 07/15/24 KCOT 2021-2A A3 50117XAE2 305,098.22 0.00 142.38 142.38 DTD 07/2812021 0.560%11/17/2025 07/15/24 07/15/24 CARMX 2021-3 A3 14317DAC4 532.349.51 0.00 243.99 243.99 DTD 07/28/2021 0.550%06/15/2026 07/15/24 07/15/24 CARMX 2021-2 A3 143140AC8 136,948.66 0.00 59.34 59.34 DTD 04/21/2021 0.520%02/17/2026 07/15/24 07/15/24 BACCT 2023-A1 Al 05522RDGO 3,449,000.00 0.00 13,767.26 13.767.26 DTD 06/16/2023 4.790%05/15/2028 07/15/24 07/15/24 AMXCA 2023-1 A 02582JJZ4 4.720,000.00 0.00 19.155.33 19.155.33 DTD 06/14/2023 4.870%05/15/2028 PFM Asset Management LLC Account- rage 32 Page 87 pfml asset management Managed Account Security Transactions & Interest For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA - Transaction Type Principal Accrued Realized G/L Realized G/L Sale Trade Settle Security Description CUSIP Par Proceeds Interest Total Cost Amort Cost Method 07/15/24 07/15/24 CARMX 2021-1 A3 14316NAC3 9,255.81 0.00 2.62 2.62 DTD 01/27/2021 0.340%12/15/2025 07/15/24 07/15/24 WOART 2024A A2A 98164RAB2 1.100.000.00 0.00 4,629.17 4.629.17 DTD 02/14/2024 5.050%04/15/2027 07/15/24 07/15/24 NAROT 2023-B A3 65480MAD5 650,000.00 0.00 3,212.08 3,212.08 DTD 10/25/2023 5.930%03/15/2028 07/15/24 07/15/24 COMET 2021-A3 A3 14041NFY2 1,865,000.00 0.00 1,616.33 1,616.33 DTD 11/30/2021 1.040%11/15/2026 07/15/24 07/15/24 DCENT 2023-A2 A 254683CZ6 3,305,000.00 0.00 13,578.04 13,578.04 DTD 06/28/2023 4.930%06/15/2028 07/16/24 07/16/24 GMCAR 2021-1 A3 36261LAC5 4,121.33 0.00 1.20 1.20 DTD 01/20/2021 0.350%10/16/2025 07/16/24 07/16/24 GMCAR 2022-1 A3 380146AC4 305,414.60 0.00 320.69 320.69 DTD 01/19/2022 1.260%11/16/2026 07/20/24 07/20/24 BANK OF AMERICA CORP NOTES 06051GLE7 2,000,000.00 0.00 50,800.00 50,800.00 (CALLABLE) ABI F) DTD 01/20/2023 5.080%01/20/2027 07/20/24 07/20/24 VALET 2021-1 A3 92868KAC7 379,790.29 0.00 322.82 322.82 DTD 12/13/2021 1.020%06/22/2026 07/21/24 07/21/24 FANNIE MAE NOTES(CALLABLE) 3136G4ZJ5 2,500,000.00 0.00 7,812.50 7,812.50 DTD 07/21/2020 0.625%07/21/2025 07/21/24 07/21/24 US BANK NA CINCINNATI(CALLABLE) 90331HPL1 500,000.00 0.00 5,125.00 5,125.00 CORPORA DTD 01/21/2020 2.050%01/21/2025 07/21/24 07/21/24 HAROT 2023-4 A3 438123AC5 395,000.00 0.00 1,866.38 1,866.38 DTD 11/08/2023 5.670%06/21/2028 07/21/24 07/21/24 HAROT 2021-4 A3 43815GAC3 297,683.66 0.00 218.30 218.30 DTD 11/24/2021 0.880%01/21/2026 07/22/24 07/22/24 BANK OF AMERICA CORP CORP NOTES 06051GJS9 1,100,000.00 0.00 9,537.00 9,537.00 (CALLABL DTD 04/22/2021 1.734%07/22/2027 07/26/24 07/26/24 GOLDMAN SACHS GROUP INC CORP 38141GWB6 2.300,000.00 0.00 44.275.00 44,275.00 NOTE(CALLA DTD 01/26/2017 3.850%01/26/2027 PFM Asset Management LLC Account- rage 33 Page 88 pfml asset management Managed Account Security Transactions & Interest For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA - Transaction Type Principal Accrued Realized G/L Realized G/L Sale Trade Settle Security Description CUSIP Par Proceeds Interest Total cost Amort Cost Method 07/27/24 07/27/24 IBM CORP NOTES(CALLABLE) 459200KT7 2,500,000.00 0.00 51,875.011 51,875.00 DTD 07/27/2022 4.150%07/27/2027 07/27/24 07/27/24 MORGAN STANLEY CORP NOTES 6176133RB 2.000.000.00 0.00 31,250.00 31.250.00 DTD 07/25/2016 3.125%07/27/2026 07/28/24 07/28/24 BANK OF NY MELLON CORP(CALLABLE) 06406RAQO 1,685,000.00 0.00 6,318.75 6,318.75 CORPOR DTD 01/28/2021 0.750%01/28/2026 07/29/24 07/29/24 CHIPPEWA VALLEY BANK 169894AT9 245,000.00 0.00 100.68 100.68 DTD 07/29/2020 0.500%07/29/2025 07/30/24 07/30/24 MEDALLION BANK UTAH 58404DH07 245,000.00 0.00 110.75 110.75 DTD 07/30/2020 0.550%07/30/2025 07/31/24 07/31/24 US TREASURY NOTES 91282CFB2 1,600,000.00 0.00 22,000.00 22,000.011 DTD 07/31/2022 2.750%07/31/2027 07/31/24 07/31/24 US TREASURY NOTES 91282CAB7 12,250,000.00 0.00 15,312.50 15,312.50 DTD 07/31/2020 0.250%07/31/2025 07/31/24 07/31/24 US TREASURY NOTES 91282CB39 3,100,000.00 0.00 11,625.00 11,625.00 DTD 01/31/2021 0.750%01/31/2028 07/31/24 07/31/24 US TREASURY NOTES 91282CBH3 3.000,000.00 0.00 5,625.00 5,625.00 DTD 01/31/2021 0.375%01/31/2026 07/31/24 07/31/24 US TREASURY NOTES 91282CDW8 6,600,000.00 0.00 57,750.00 57,750.00 DTD 01/31/2022 1.750%01/31/2029 07/31/24 07/31/24 US TREASURY NOTES 912828Z78 2,150,000.00 0.00 16,125.00 16,125.00 DTD 01/31/2020 1.500%01/31/2027 07/31/24 07/31/24 US TREASURY NOTES 91282CCP4 5.000,000.00 0.00 15,625.00 15.625.00 DTD 07/31/2021 0.625%07/31/2026 07/31/24 07/31/24 US TREASURY NOTES 91282CGH8 4,550,000.00 0.00 79,625.00 79,625.00 DTD 01/31/2023 3.500%01/31/2028 Transaction Type Sub-Total 116,235,052.42 0.00 7481534.27 748,534.27 (17124124 07/24/24 ENERBANK USA 29278TOD5 245,000.00 245,000.00 90.62 245,090.62 11.00 0.1)11 DTD 07/24/2020 0.450%07/24/2024 Transaction Type Sub-Total 245,000.00 245,000.00 90.62 245,090.62 0.00 0.00 PFM Asset Management LLC Account- I1,ige 34 Page 89 pfml asset management Managed Account Security Transactions & Interest For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA - Transaction Type Principal Accrued Realized G/L Realized G/L Sale Trade Settle Security Description CUSIP Par Proceeds Interest Total Cost Amort Cost Method 07/01/24 07/25/24 FHMS 1046 At 3137HAD45 2,071.56 2,071.% 0.00 2,071.56 0.05 0.00 DTD 07/01/2023 4.777%06/01/2028 07/15/24 07/15/24 CARMX 2021-3 A3 14317DAC4 53,152.49 53,152.49 0.00 53.152.49 8.74 0.00 DTD 07/28/2021 0.550%06/15/2026 07/15/24 07/15/24 HART 2022-A A3 448977ADO 78,570.00 78,570.00 0.00 78,570.00 3.03 0.00 DTD 03/16/2022 2.220%10/15/2026 07/15/24 07/15/24 CARMX 2021-1 A3 14316NAO 3,612.80 3,612.80 0.00 3,612.80 0.71 0.00 DTD 01/27/2021 0.340%12/15/2025 07/15/24 07/15/24 CARMX 2021-2 A3 143140ACB 28,846.53 28,846.53 0.00 28.846.53 6.21 0.00 DTD 04/21/2021 0.520%02/17/2026 07/15/24 07/15/24 KCOT 2021-2A A3 50117XAE2 44,394.47 44,394.47 0.00 44.394.47 1.67 0.00 DTD 07/28/2021 0.560%11/17/2025 07/15/24 07/15/24 HART 2021-A A3 44933LAC7 17,372.74 17,372.74 0.00 17,372.74 1.83 0.00 DTD 04/28/2021 0.380%09/15/2025 07/16/24 07/16/24 GMCAR 2021-1 A3 36261LAC5 4,121.33 4,121.33 0.00 4,121.33 0.66 0.00 DTD 01/20/2021 0.350%10/16/2025 07/16/24 07/16/24 GMCAR 2022-1 A3 380146AC4 25,728.06 25,728.06 0.00 25,728.06 2.24 0.00 DTD 01/19/2022 1.260%11/16/2026 07/20/24 07/20/24 VALET 2021-1 A3 92868KAC7 42,802.21 42.802.21 0.00 42,802.21 1.68 0.00 DTD 12/13/2021 1.020%06/22/2026 07/21/24 07/21/24 HAROT 2021-4 A3 43815GAC3 31.517.28 31,517.28 0.00 31.517.28 6.64 0.00 DTD 11/24/2021 0.880%01/21/2026 Transaction Type Sub-Total 332,189.47 332,189.47 0.00 332,189.47 33.46 0.00 07/01/24 07/02/24 FANNIE MAE NOTES 3135G04Z3 5.000,000.00 4,784,900.00 1,041.67 4,785,941.67 (232,900.00) (218,715.79) FIFO DTD 06/19/2020 0.500%06/17/2025 07/01/24 07/02/24 FANNIE MAE NOTES 3135G04Z3 2,895,000.00 2,770,457.10 603.12 2,771,060.22 (131,346.15) (125,871.66) FIFO DTD 06/19/2020 0.500%06/17/2025 07/03/24 07/05/24 US TREASURY NOTES 91282CHLB 75,000.00 74,654.30 47.13 74,701.43 149.42 (47.63) FIFO DTD 06/30/2023 4.625%06/30/2025 07/16/24 07/17/24 STATE STREET CORP(CALLABLE) 8574778R3 305,000.00 298,558.40 2,381.59 300.939.99 (6,441.60) (6,441.60) FIFO CORPORATE N DTD 02/07/2022 1.746%02/06/2026 PFM Asset Management LLC Account- Page 35 Page 90 pfml asset management Managed Account Security Transactions & Interest For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA -- A Transaction Type Principal Accrued Realized GIL Realized GIL Sale Trade Settle Security Description CUSIP Par Proceeds Interest Total cost Amort Cost Method 07/16/24 07/17/24 STATE STREET CORP(CALLABLE) 8574776R3 1,395,000.00 1,365,537.60 10.892.86 1,376,430.46 29,922.75 (4,959.03) FIFO CORPORATE N DTD 02/07/2022 1.746%02/06/2026 07/24/24 07/25/24 US TREASURY NOTES 91282CE00 1,000,000.00 982,773.44 5.305.71 988,079.15 (14,531.251 (16,466.81) FIFO DTD 05/15/2022 2.750%05/15/2025 (17/24/24 (17/25124 NATIONAL RURAL UTIL COOP 63743HFE7 445,000.00 438.053.55 1,705.83 439,759.38 (6.826.30) (6.912.14) FIFO CORPORATE NOTES DTD 05/04/2022 3.450%06/15/2025 Transaction Type Sub-Total 11,115,000.00 10,714,934.39 21,977.91 10,736,912.30 (361,973.13) (319,414.66) Managed Account Sub-Total (976,936.40) 767,322.32 (209,614.08) (361,939.67) (379,414.66) Total Security Transactions ($976,936.40) $767,322.32 ($209,614.08) ($361,939.67) ($379,414.66) PFM Asset Management LLC Account- Page36 Page 91 City of Rancho Cucamonga Portfolio Summary RANCHO June 30, 2024 CUCAMONGA Cash Dividends Closing Portfolio Holdings and Income Market Value PFM Managed Account $ 245,828.50 $ 374,413,389.51 PFM Cash Balance - 1,087,166.89 CAMP Pool - 106,345,783.77 State Pool - 748,823.51 Passbook/Checking Accounts - 5,429,542.34 Total $ 245,828.50 $ 488,024,706.02 I certify that this report accurately reflects all City pooled investments and is in conformity with the investment policy adopted June 22, 2023. A copy of the investment policy is available in the Finance Department. The Investment Program herein shown provides sufficient cash flow liquidity to meet the next six months' estimated expenditures. The attached Summary of Cash and Investments with Fiscal Agents is provided under the City's official Investment Policy. The provisions of the individual bond documents govern the management of these funds. Jim Harrington,Treasurer Date ATTACHMENT 1 Page 92 pfml asset management Account Statement Consolidated Summary Statement For the Month Ending ]une 30, 2024 CITY OF RANCHO CUCAMONGA Portfolio Summary Investment Allocation Cash Dividends Closing Portfolio Holdings and Income Market Value Investment Type Closing Market Value Percent PFMAM Managed Account 245,828.50 374,413,389.51 Asset-Backed Security 24,023,972.82 4.93 CAMP Pool 0.00 106,345,783.77 Federal Agency Bond/Note 22,416,450.52 4.60 Local Agency Investment Fund 0.00 748,823.51 Corporate Note 86,738,925.55 17.81 Passbook/Checking Accounts 0.00 5,429,542.34 Bank Note 4,681,638.50 0.96 Certificate of Deposit 8,120,360.73 1.67 Total $245,828.50 $486,937,539.13 Certificate of Deposit-FDIC Insured 710,137.41 0.15 Federal Agency Commercial Mortgage-Backed Sep 29,506,352.63 6.06 Supra-National Agency Bond/Note 2,585,198.14 0.53 U.S.Treasury Bond/Note 195,630,353.21 40.18 CAMP Pool 106,345,783.77 21.84 Local Agency Investment Fund 748,823.51 0.15 Passbook/Checking Accounts 5,429,542.34 1.12 Total $486,937,539.13 100.000/0 Maturity Distribution (Fixed Income Holdings) Sector Allocation Portfolio Holdings Closing Market Value Percent Fed Agy Bond Passbook/Checking Note Under 30 days 112,768,310.99 23.15 Accounts 4'60% 31 to 60 days 0.00 0.00 1 12°70 Corporate Note Local Agency 61 to 90 days 0.00 0.00 Investment Fun Bank Note 91 to 180 days 1,701,098.44 0.35 0.15% 0.96% _Cert of181 days to 1 year 17,562,629.14 3.61 CAMP Pod 21.84% 67% Deposit 1 to 2 years 96,078,105.98 19.73 Cert of Deposit- FDIC 2 to 3 years 90,060,969.24 18.50 3 to 4 years 93,679,595.02 19.24 Federal Agency 4 to 5 years 75,086,830.32 15.42 Commercial ortgage-Backed Over 5 years 0.00 0.00 Security 6.06% Total $486,937,539.13 100.00% US TSY Bond/Note Supra-National Weighted Average Days to Maturity 787 44).18% —Agency 0 e%Bond/Note PFM Asset Management LLC Summary Page 1 Page 93 pfml asset management Managed Account Summary Statement For the Month Ending ]une 30, 2024 CITY OF RANCHO CUCAMONGA - n Cash Transactions Summary- Managed Account Opening Market Value $372,021,801.58 Maturities/Calls 0.00 Maturities/Calls Sale Proceeds 11,900,113.72 Principal Dispositions (11,8565b,025..36) ( ,0 ) Coupon/Interest/Di clend Income 553,574.22 Principal Payments 375,077.68 Principal Acquisitions 13,117,351.49 Unsettled Trades 0.00 Security Purchases (13,198,838.20) Net Cash Contribution (0.06) Change in Current Value 1,505,339.48 Reconciling Transactions 0.00 dosing Market Value $374,413,389.51 ManagedEarnings Reconciliation (Cash Basis) - . Interest/Dividends/Coupons Received 597,662.58 Closing Cash Balance $1,087,166.89 Less Purchased Interest Related to Interest/Coupons (81,486.71) Plus Net Realized Gains/Losses (270,347.37) Total Cash Basis Earnings $245,828.50 Earnings Reconciliation (Accrual Basis) Total Ending Amortized Value of Securities 382,381,155.08 Ending Accrued Interest 2,423,195.47 Plus Proceeds from Sales 11,900,113.72 Plus Proceeds of Maturities/Calls/Principal Payments 375,077.68 Plus Coupons/Dividends Received 553,574.22 Less Cost of New Purchases (13,198,838.20) Less Beginning Amortized Value of Securities (381,587,210.45) Less Beginning Accrued Interest (2,045,399.78) Total Accrual Basis Earnings $801,667.74 PFM Asset Management LLC Account- Page 1 Page 94 pfml asset management Portfolio Summary and Statistics For the Month Ending ]une 30, 2024 CITY OF RANCHO CUCAMONGA -- Sector Allocation Description Par Value Market Value Percent % Bank Note U.S.Treasury Bond/Note 207,865,000.00 195,630,353.21 52.24 1.25% Supra-National Agency Bond/Note 2,590,000,00 2,585,198.14 0.69 Cert of Deposit Federal Agency Commercial 29,860,202.95 29,506,352.63 7.88 S 2.17% i\ii\ Cert of Deposit- Mortgage-Backed Security i�����NNS N Federal Agency Bond/Note 23 585 000.00 22 416 450.52 5.99 S FDIC \\\\\\\\\\\\\\ 0.19% Corporate Note 89,540,000.00 86,738,925.55 23.17 � NN's, Corporate Note Certificate of Deposit-FDIC Insured 735 000.00 710 137.41 0.19 iii\iiiiiiii\ii !\\\\\i\i\\\i\! 23.17% !\\iiii\iii!!\! Fed Bond/ \\\\i\\\\\\\\\\ \i\iiii\\i\i!i! �]Y Certificate of Deposit 8,100,000.00 8,120,360.73 2.17 i\\\i\\\\\\\i\\ i\iiii\\\\iiii\ Note Bank Note 4,675,000.00 4,681,638.50 1.25 i\\\!\iiiii\i\i \\i!\\\\\i\!\\ 5.99% \\\\\\\\\\\\\\\ Asset-Backed Security 24,199,849.47 24,023,972.82 6.42 ii\i!i\iiii\\i Federal Agency Managed Account Sub-Total 391,150,052.42 374,413,389.51 100.00% Commercial Accrued Interest 2,423,195.47 i o�U�cked Total Portfolio 391,150,052.42 376,836,584.98 7.88% US TSY Bond/Note Supra-National 52.24% Agency Bond/Note 0.69% Unsettled Trades 0.00 0.00 Maturity Distribution Characteristics 25.66% 24.05% 25.02% Yield to Maturity at Cost 3.58% Yield to Maturity at Market 4.77% 20.05% Weighted Average Days to Maturity 1024 4.69% 0.53% F7 0.00% 0-6 Months 6-12 Months 1-2 Years 2-3 Years 3-4 Years 4-5 Years Over 5 Years PFM Asset Management LLC Account- Page 2 Page 95 pfml asset management Managed Account Issuer Summary For the Month Ending ]une 30, 2024 CITY OF RANCHO CUCAMONGA - Credit Quality(S&P Ratings) Market Value Issuer of Holdings Percent A AMAZON.COM INC 765,606.05 0.20 NR 6.04% AMERICAN EXPRESS CO 4,700,505.93 1.26 0.63% A+ AMERICAN HONDA FINANCE 5,356,772.20 1.43 BBB+ 6.87% 1.78% A- ASTRAZENECA PLC 1,555,265.98 0.42 AAA 9.36% BANK OF AMERICA CO 11,459,203.70 3.06 6.67% A-1+ BMW FINANCIAL SERVICES NA LLC 2,700,909.90 0.72 AA- 0.45% CAPITAL ONE FINANCIAL CORP 4,515,631.86 1.21 1.87% AA CARMAX AUTO OWNER TRUST 665,746.36 0.18 0.20% CATERPILLAR INC 1,836,606.00 0.49 CHARLES SCHWAB 1,866,420.00 0.50 CHIPPEWA VALLEY BANK 232,936.94 0.06 CISCO SYSTEMS INC 1,618,623.00 0.43 CITIGROUP INC 6,107,027.70 1.63 COMCAST CORP 2,019,786.00 0.54 �'} 66.13% CREDIT AGRICOLE SA 3,098,304.30 0.83 DEERE&COMPANY 2,644,824.80 0.71 DISCOVER FINANCIAL SERVICES 3,290,927.64 0.88 ENERBANK USA 244,161.37 0.07 FANNIE MAE 20,685,845.72 5.52 FEDERAL FARM CREDIT BANKS 2,864,148.00 0.76 FREDDIE MAC 28,372,809.43 7.58 GM FINANCIAL CONSUMER AUTOMOBILE TRUST 302,751.07 0.08 GOLDMAN SACHS GROUP INC 4,060,973.50 1.08 HERSHEY COMPANY 2,357,330.40 0.63 HOME DEPOT INC 1,891,502.00 0.51 HONDA AUTO RECEIVABLES 689,809.23 0.18 HYUNDAI AUTO RECEIVABLES 942,311.15 0.25 IBM CORP 4,054,531.45 1.08 INTEL CORPORATION 2,218,619.10 0.59 INTL BANK OF RECONSTRUCTION AND DEV 2,585,198.14 0.69 IP MORGAN CHASE&00 3,490,376.40 0.93 KUBOTA CREDIT OWNER TRUST 300,270.68 0.08 PFM Asset Management LLC Account- Page 3 Page 96 pfml asset management Managed Account Issuer Summary For the Month Ending June 30, 2024 CITY OF RANCHO CUCAMONGA -_ MA Market Value Issuer of Holdings Percent MEDALLION BANK UTAH 233,039.10 0.06 MERCK&CO INC 2,981,680.00 0.80 META PLATFORMS INC 2,487,822.50 0.66 MORGAN STANLEY 3,938,667.14 1.05 NATIONAL AUSTRALIA BANK LTD 2,909,613,00 0.78 NATIONAL RURAL UTILITIFS CO FINANCE CORP 1,213,176,29 0.32 NATIXIS NY BRANCH 2,317,204.00 0.62 NISSAN AUTO RECEIVABLES 656,271.53 0.18 NORTHERN TRUST 1,558,047.04 0.42 PNC FINANCIAL SERVICES GROUP 2,370,585.00 0.63 RABOBANK NEDERLAND 2,221,029.00 0.59 STATE STREET CORPORATION 4,749,037.05 1.27 TEXAS INSTRUMENTS INC 2,160,396.90 0.58 THE BANK OF NEW YORK MELLON CORPORATION 1,572,251.60 0.42 TORONTO-DOMINION BANK 2,704,852.43 0.72 TOYOTA MOTOR CORP 3,296,741,45 0.88 TRUIST FIN CORP 3,538,866.30 0.95 UNITED STATES TREASURY 195,630,353.21 52.26 UNrLEDHEALTH GROUP INC 1,737,972.00 0.46 US BANCORP 490,008.00 0.13 VOLKSWAGEN OF AMERICA 372,891.67 0.10 WELLS FARGO&COMPANY 4,681,638.50 1.25 WORLD OMNI AUTO RFC TRUST 1,095,509.80 0.29 Total $374,413,389.51 100.000/0 PFM Asset Management LLC A-(-)w it Picje 4 Page 97 pfml asset management Managed Account Detail of Securities Held For the Month Ending ]une 30, 2024 CITY OF RANCHO CUCAMONGA - Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Dated Date/Coupon/Maturity CUSIP Par Rating Rating Date Date Cost at Cost Interest Cost Value U.S.Treasury Bond / Note US TREASURY NOTES 91282CEOD 4,000.000.00 AA+ Aaa 07/05/22 07/07/22 3,989,218.75 2.85 14,048.91 3,996.7 t 2.91 3,917.500.00 DTD 05/15/2022 2.750%05/15/2025 US TREASURY NOTES 91282CEU1 1,700,000.00 AA+ Aaa 05/03/23 05/08/23 1,665,402.34 3.89 2.136.61 1,684,298.33 1,663,875.00 DTD 06/15/2022 2.875%06/15/2025 US TREASURY NOTES 91282CHL8 3.520.000.00 AA+ Aaa 11/08/23 11/10/23 3.496,762.50 5.05 442.39 3.505.855.43 3.502.949.82 DTD 06/30/2023 4.625%06/30/2025 US TREASURY NOTES 91282CA87 3.400,000.00 AA+ Aaa 05/20/22 05/23/22 3.140,085.94 2.77 3,549.45 3,311,874.63 3.228,937.50 DTD 07/31/2020 0.250%07/31/2025 US TREASURY NOTES 91282CA67 4,350,000.00 AA+ Aaa 01/06/21 01/08/21 4,322,812.50 0.39 4.541.21 4,343,55011 4.131,140.63 DTD 07/31/2020 0.250%07/31/2025 US TREASURY NOTES 91282CAB7 4,500,000.00 AA+ Aaa 01/25/21 01/26/21 4,478.730.47 0.36 4,697.80 4,494,898.93 4,273.593.75 DTD 07/31/2020 0.250%07/31/2025 US TREASURY NOTES 91282CHV6 1.000,000.00 AA+ Aaa 10/17/23 10/18/23 995,468.75 5.25 16.711.96 997.173.77 999.062.50 DTD 08/31/2023 5.000%08/31/2025 US TREASURY NOTES 91282CJB8 5.685,000.00 AA+ Aaa 12-/04/23 12/05/23 5.711,204.30 4.73 7L450.82 5.703,219.87 5,682.334.87 DTD 09/30/2023 5.000%09/30/2025 US TREASURY NOTES 91282CAT8 1.100.000.00 AA+ Aaa 08/22/22 08/24/22 996.875.00 3.38 463.32 1.056.854.06 1.033,484.32 DTD 10/31/2020 0,250%10/31/2025 US TREASURY NOTES 91282CAZ4 3,000,000.00 AA+ Aaa 02/16/22 02/17/22 2,833,007.81 1.91 952.87 2,937,528.97 2,813,906.40 DTD 11/30/2020 0.375%11/30/2025 US TREASURY NOTES 91282C13C4 3.225,000.00 AA+ Aaa 05/06/21 05/07/21 3,172,971.68 0.73 32.86 3,208,218.65 3,015,375.00 DTD 12/31/2020 0.375%12/31/2025 US TREASURY NOTES 91282CBH3 3.000.000.00 AA+ Aaa 08/06/21 08/09/21 2,956,289.07 0.71 4,697.80 2,984.530.18 2,795,156.40 DTD 01/31/2021 0.375%01/31/2026 US TREASURY NOTES 91282CB03 2.650.000.00 AA+ Aaa 03/02/21 03/03/21 2.623,810.55 0.70 4.428.67 2,641.279.76 2.466,984.38 DTD 02/28/2021 0,500%02/28/2026 US TREASURY NOTES 91282CGR6 5.200,000.00 AA+ Aaa 03/04/24 03/06/24 5,202,843.75 4.60 70,581.52 5,202.393.52 5,182,125.00 DTD 03/15/2023 4.625%03/15/2026 PFM Asset Management LLC Account- Page 5 Page 98 pfml asset management Managed Account Detail of Securities Held For the Month Ending ]une 30, 2024 CITY OF RANCHO CUCAMONGA -_u Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Dated Date/Coupon/Maturity CUSIP Par Rating Rating Date Date Cost at Cost Interest Cost Value U.S.Treasury Bond / Note US TREASURY NOTES 91282CBT7 3.000.000.00 AA+ Aaa 04/02/21 04/06/21 2.973.632.81 0.93 5.655.74 2.990.757.00 2.797.500.00 DTD 03/31/2021 0.750%03/31/2026 US TREASURY NOTES 91282CGV7 4,100,000.00 AA+ Aaa 04/01/24 04/03/24 4.024.085.94 4.72 32.346.31 4,033,191.53 4.026.327.92 DTD 04/15/2023 3.750%04/15/2026 US TREASURY NOTES 9128286S4 4,000,000.00 AA+ Aaa 08/14/23 08/17/23 3,766,875.00 4.69 16,005.43 3,842,221.38 3,832,500.00 DTD 04/30/2019 2.375%04/30/2026 US TREASURY NOTES 912828R36 3,525,000.00 AA+ Aaa 03/03/22 03/07/22 3,504,758.79 1.77 7.315.81 3.515.964.22 3.327.820.31 DTD 05/16/2016 1.625%05/15/2026 US TREASURY NOTES 91282CCE6 3.000.000.00 AA+ Aaa 02/16/22 02/17/22 2,854,687.50 1.93 1,905.74 2,935,055.35 2,782,031.40 DTD 05/31/2021 0.750%05/31/2026 US TREASURY NOTES 91282CCE6 6.100.000.00 AA+ Aaa 06/02/21 06/04/21 6,086,656.25 0.79 3,875.00 6,094,880.75 5.656.797.18 DTD 05/31/2021 0.750%05/31/2026 US TREASURY NOTES 912820CP4 2,000,000.00 AA+ Aaa 08/06/21 08/09/21 1,986,015.63 0.77 5,219.78 1,994,150.73 1,839,687.60 DTD 07/31/2021 0.625%07/31/2026 US TREASURY NOTES 91282CCP,4 3,000,000.00 AA+ Aaa 08/02/21 08/03/21 2,992,031.25 0.68 7,829.67 2,996,677.87 2,759,531.40 DTD 07/31/2021 0.625%07/31/2026 US TREASURY NOTES 9128282A7 4,525,000.00 AA+ Aaa 04/21/22 04/22/22 4,249,081.05 3.02 25,546.36 4,389,316.51 4,234,409.93 DTD 08/15/2016 1.500%08/15/2026 US TREASURY NOTES 91282CCZ2 1.000.000.00 AA+ Aaa 10/28/22 10/31/22 878.867.19 4.27 2,199.45 930.454.52 920.312.50 DTD 09/30/2021 0.875%09/30/2026 US TREASURY NOTES 91282CCZ2 3.900.000.00 AA+ Aaa 05/18/23 05/22/23 3,542,144.53 3.81 8,577.87 3.660.554.73 3.589.218.75 DTD 09/30/2021 0.875%09/30/2026 US TREASURY NOTES 91282CDG3 400.000.00 AA+ Aaa 11/17/21 11/18/21 397.578.13 1.25 758.15 398.858.72 369.125.00 DTD 10/31/2021 1.125%10/31/2026 US TREASURY NOTES 91282CDG3 3,000,000.00 AA+ Aaa 05/20/22 05/23/22 2,789,648.44 2.82 5,686.14 2,889,507.07 2,768,437.50 DTD 10/31/2021 1.125%10/31/2026 US TREASURY NOTES 912828U24 3,000,000.00 AA+ Aaa 06/08/22 06/09/22 2,870,390.63 3.05 7.663.04 2.930.634.99 2,822,812.50 DTD 11/15/2016 2.000%11/15/2026 PFM Asset Management LLC Account- Page 6 Page 99 pfml asset management Managed Account Detail of Securities Held For the Month Ending ]une 30, 2024 CITY OF RANCHO CUCAMONGA -- Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Dated Date/Coupon/Maturity CUSIP Par Rating Rating Date Date Cost at Cost Interest Cost Value U.S.Treasury Bond / Note US TREASURY NOTES 91282CDK4 2.895.000.00 AA+ Aaa 12/01/21 12/03/21 2.903.255.27 1.19 3.065.06 2.8%.994.05 2.673.804.05 DTD 11/30/2021 1.250%11/30/2026 US TREASURY NOTES 91282CDOI 1,625,000.00 AA+ Aaa 01/03/22 01/05/22 1.616.684.57 1.36 55.20 1.620.830.87 1.498.046.88 DTD 12/31/2021 1.250%12/31/2026 US TREASURY NOTES 912828YX2 3,520,000.00 AA+ Aaa 11/08/23 11/10/23 3,223,412.50 4.67 167.39 3,283,919.45 3,285,700.00 DTD 12/31/2019 1.750%12/31/2026 US TREASURY NOTES 912828Z78 2,150,000.00 AA+ Aaa 01/03/24 01/05/24 1,989,589.84 4.11 13.467.03 2,015,038.15 1.989.757.92 DTD 01/31/2020 1.500%01/31/2027 US TREASURY NOTES 912828V98 645,000.00 AA+ Aaa 06/02/22 06/06/22 625,398.05 2.95 5,462.12 634.038.91 608,013.25 DTD 02/15/2017 2.250%02/15/2027 US TREASURY NOTES 912828V98 1.950.000.00 AA+ Aaa 08/01/22 08/03/22 1,911,152.34 2.72 16,513.39 1.927.516.65 1,838,179.59 DTD 02/15/2017 2.250%02/15/2027 US TREASURY NOTES 912828V98 3,400,000.00 AA+ Aaa 07/05/22 07/07/22 3,313,671.88 2.84 28,792.58 3,350,838.08 3,205,031.08 DTD 02/15/2017 2.250%02/15/2027 US TREASURY NOTES 912828ZB9 4,500,000.00 AA+ Aaa 09/05/23 09/08/23 4,010,097.66 4.54 16,920.86 4,124,755.65 4,114,687.50 DTD 02/29/2020 1.125%02/28/2027 US TREASURY NOTES 912828X88 3,300,000.00 AA+ Aaa 08/22/22 08/24/22 3,179,214.84 3.22 10,009.85 3,226,618.64 3,107,672.04 DTD 05/15/2017 2.375%05/15/2027 US TREASURY NOTES 91282CFB2 1.600.000.00 AA+ Aaa 01/04/23 01/06/23 1,522,000.00 3.93 18,373.63 1,547,360.53 1,519,249.92 DTD 07/31/2022 2.750%07/31/2027 US TREASURY NOTES 91282CA144 2.700.000.00 AA+ Aaa 12/07/22 12/09/22 2,327,484.38 3.71 4.512.23 2.450.505.18 2.383.593.75 DTD 08/31/2020 0.500%08/31/2027 US TREASURY NOTES 91282CFMB 3.000.000.00 AA+ Aaa 05/03/23 05/08/23 3.081.093.75 3.46 31.106.56 3,059,886.17 2.966.250.00 DTD 09/30/2022 4.125%09/30/2027 US TREASURY NOTES 91282CAU5 3,050,000.00 AA+ Aaa 01/04/23 01/06/23 2,597,503.91 3.91 2,569.29 2,736,931.36 2,677,328.13 DTD 10/31/2020 0.500%10/31/2027 US TREASURY NOTES 9128283F5 3,200,000.00 AA+ Aaa 01/25/23 01/30/23 3,013,625.00 3.58 9,195.65 3.068.792.00 2.977.000.00 DTD 11/15/2017 2.250%11/15/2027 PFM Asset Management LLC Account- page 7 Page 100 pfml asset management Managed Account Detail of Securities Held For the Month Ending ]une 30, 2024 CITY OF RANCHO CUCAMONGA -- Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Dated Date/Coupon/Maturity CUSIP Par Rating Rating Date Date Cost at Cost Interest Cost Value U.S.Treasury Bond / Note US TREASURY NOTES 91282CGC9 2.500.000.00 AA+ Aaa 03/06/23 03/08/23 2.459.667.97 4.25 263.25 2.470.696.80 2.452.343.75 DTD 12/31/2022 3.875%12/31/2027 US TREASURY NOTES 91282CGC9 2.500,000.00 AA+ Aaa 06/03/24 06/05/24 2.446.093.75 4.54 263.25 2.447,168.57 2.452.343.75 DTD 12/31/2022 3.875%12/31/2027 US TREASURY NOTES 91282CB19 3,100,000.00 AA+ Aaa 11/03/23 11/06/23 2,637,785.16 4.67 9,708.79 2,708,895.14 2,721,218.75 DTD 01/31/2021 0.750%01/31/2028 US TREASURY NOTES 91282CGH8 4,550.000.00 AA+ Aaa 01/03/24 01/05/24 4.459,355.47 4.04 66.500.00 4.470.205.99 4.406.390.63 DTD 01/31/2023 3.500%01/31/2028 US TREASURY NOTES 9128283W8 2,000.000.00 AA+ Aaa 03/06/23 03/08/23 1,869,296.88 4.23 20.700.55 1,904,126.91 1.885,000.00 DTD 02/15/2018 2.750%02/15/2028 US TREASURY NOTES 9128283W8 3.000.000.00 AA+ Aaa 04/05/23 04/06/23 2,921.015.63 3.34 31,050.82 2,941.117.51 2.827.500.00 DTD 02/15/2018 2.750%02/15/2028 US TREASURY NOTES 9128283W8 3,375,000.00 AA+ Aaa 11/09/23 11110/23 3,137.299.80 4.59 34,932.18 3,173,000.60 3,180,937.50 DTD 02/15/2018 2.750%02/15/2028 US TREASURY NOTES 91282CBS9 2,625,000.00 AA+ Aaa 10/02/23 10/04/23 2,257,089.84 4.75 8,247.95 2,317,884.75 2,337,480.60 DTD 03/31/2021 1.250%03/31/2028 US TREASURY NOTES 91282CBS9 3.000,000.00 AA+ Aaa 07/05/23 07/07/23 2,617,031.25 4.26 9,426.23 2,696,770.26 2,671,406.40 DTD 03/31/2021 1.250%03/31/2028 US TREASURY NOTES 91282CBZ3 6.000.000.00 AA+ Aaa 06/01/23 06/05/23 5,328.750.00 3.77 12,635.87 5,475.667.92 5.330,625.00 DTD 04/30/2021 1.250%04/30/2028 US TREASURY NOTES 91282CCE9 800,000.00 AA+ Aaa 07/07/23 07/11/23 691.718.75 4.35 846.99 713.302.2.5 709.250.00 DTD 05/31/2021 1.250%05/31/2028 US TREASURY NOTES 91282CCE9 3.000.000.00 AA+ Aaa 07/05/23 07/07/23 2.608.007.81 4.23 3.176.23 2.686.844.23 2.659.687.50 DTD 05/31/2021 1.250%05/31/2028 US TREASURY NOTES 91282CM2 3,375,000.00 AA+ Aaa 11/03/23 11/06/23 2,898,676.76 4.66 114.64 2,965,440.56 2,985,820.31 DTD 06/30/2021 1.250%06/30/2028 US TREASURY NOTES 91282CJAD 6.000,000.00 AA+ Aaa 12/04/23 12/05/23 6,093,046.88 4.27 69,754.10 6.082.985.17 6.050,625.00 DTD 09/30/2023 4.625%09/30/2028 PFM Asset Management LLC Account- Page Page 101 pfml asset management Managed Account Detail of Securities Held For the Month Ending ]une 30, 2024 CITY OF RANCHO CUCAMONGA -- Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Dated Date/Coupon/Maturity CUSIP Par Rating Rating Date Date Cost at Cost Interest Cost Value U.S.Treasury Bond / Note US TREASURY NIB NOTES 91282C)F9 7.000.000.00 AA+ Aaa 04/01/24 04/03/24 7.143.828.13 4.37 57.493.21 7.136.892.12 7.132.343.40 DTD 10/31/2023 4.875%10/31/2028 US TREASURY NOTES 9128285MB 8,000,000.00 AA+ Aaa 03/04/24 03/06/24 7.621.562.50 4.25 31,929.35 7,647,380.10 7.595.000.00 DTD 11/15/2018 3.125%11/15/2028 US TREASURY NOTES 91282CDWB 2,100,000.00 AA+ Aaa 06/03/24 06/05/24 1,864,324.22 4.45 15,346.15 1,867,926.55 1,872,609.48 DTD 01/31/2022 1.750%01/31/2029 US TREASURY NOTES 91282CDW8 4,500,000.00 AA+ Aaa 02/01/24 02/05/24 4,080,585.94 3.82 32.884.62 4,114,424.51 4.012.734.60 DTD 01/31/2022 1.750%01/31/2029 US TREASURY NOTES 9128286B1 5,725,000.00 AA+ Aaa 05/02/24 05/06/24 5,240,611.33 4.62 56,%1.90 5.2%.147.28 5,307,253.62 DTD 02/15/2019 2.625%02/15/2029 US TREASURY NOTES 91282CEE7 6.300.000.00 AA+ Aaa 06/03/24 06/05/24 5,742,105.47 4.44 37,610.66 5,750,347.09 5,762,531.25 DTD 03/31/2022 2.375%03/31/2029 Security Type Sub-Total 207,865,000.00 197,933,974.08 3.38 988,978.26 200,443,864.49 195,630,353.21 Supra-National Agency Bond Note INTL BK RECON&DEVELOP NOTES 459058LE1 2.590,0000) AAA Aaa 04/03/24 04/10/24 2.589.326.60 4.76 27,680.63 2.589.398.92 2.585.198.14 DTD 04/10/2024 4.750%04/10/2026 Security Type Sub-Total 2,590,000.00 2,589,326.60 4.76 27,680.63 2,589,398.92 2,585,198.14 Mortgage-BackedFederal Agency Commercial FHMS K062 A2 3137BUX60 1,710,000.00 AA+ Aaa 08/17/23 08/22/23 1.624.500.00 5.07 4.863.53 1.646.928.57 1.647.829.07 DTD 02/01/2017 3.413%12/01/2026 FHMS K067 A2 3137FAWS3 1,960,000.00 AA+ Aaa 08/17/23 08/22/23 1.835.739.06 5.00 5.216.87 1,863,430.99 1.865.759.97 DTD 09/28/2017 3.194%07/01/2027 FHMS K505 A2 3137HACX2 3,150,000.00 AA+ Aaa 07/27/23 08/01/23 3,152,707.03 4.80 12.649.88 3.152.193.52 3.140.620.59 DTD 07/01/2023 4.819%06/01/2028 FHMS K146 Al 3137HAD45 3,195,202.95 AA+ Aaa 07/19/23 07/27/23 3,195,123.07 4.78 12.719.57 3,195,138.41 3,182,432.43 DTD 07/01/2023 4.777%06/01/2028 PFM Asset Management LLC Account- Page 9 Page102 pfml asset management Managed Account Detail of Securities Held For the Month Ending ]une 30, 2024 CITY OF RANCHO CUCAMONGA -- Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Dated Date/Coupon/Maturity CUSIP Par Rating Rating Date Date Cost at Cost Interest Cost Value Federal Agency Commercial Mortgage-Backed Security FNA 2023-M6 A2 3136BODE6 3.400.000.00 AA+ Aaa 08/17/23 08/22/23 3.273.296.88 5.06 11.871.67 3.295.710.84 3.306.732.70 DTD 07/01/2023 4.190%07/01/2028 FHMS K508 A2 3137HAO74 3,000,000.00 AA+ Aaa 10/11/23 10/19/23 2,934,192.00 5.26 11.850.00 2,942,838.69 2,982,296.10 DTD 10/01/2023 4.740%08/01/2028 FHMS K506 A2 3137HAMH6 3,475,000.00 AA+ Aaa 09/07/23 09/14/23 3,423,594.33 4.99 13,465.63 3,431,161.05 3,444,208.30 DTD 09/01/2023 4.650%08/01/2028 FHMS K509 A2 3137HAST4 2,330,000.00 AA+ Aaa 10/25/23 10/31/23 2,255,712.61 5.60 9,417.08 2,264,836.89 2.325.460.60 DTD 10/01/2023 4.850%09/01/2028 FHMS K507 A2 3137HAMS2 3,000,000.00 AA+ Aaa 10/17/23 10/20/23 2,909,648.43 5.51 12,000.00 2,921,189.66 2,989,191.33 DTD 09/01/2023 4.800%09/01/2028 FHMS K510 A2 3137HB3D4 1.130.000.00 AA+ Aaa 11/14/23 11/21/23 1,126,733.17 5.14 4,773.31 1.127.100.54 1,136,764.77 DTD 11/01/2023 5.069%10/01/2028 RIMS K511 A2 3137HB3G7 1,720,000.00 AA+ Aaa 11/28/23 12/07/23 1,715,058.44 4.93 6,966.00 1,715,581.35 1,717,139.57 DTD 12/01/2023 4.860%10/01/2028 FHMS K514 A2 3137HBLV4 1,790,000.00 AA+ Aaa 02/01/24 02/08/24 1,807,898.21 4.34 6,819.90 1,806,560.59 1,767,917.20 DTD 02/01/2024 4.572%12/01/2028 Security Type Sub-Total 29,860,202.95 29,254,203.23 5.05 112,613.44 29,362,671.10 29,506,352.63 Federal Agency Bond/ Note FANNIE MAE NOTES 3135G04Z3 2,895,000.(x) AA+ Aaa 07/21/20 07/21/20 2,901,803.25 0.45 %2.92 2,8%,332.56 2,769,212.25 DTD 06/19/2020 0.500%06/17/2025 FANNIE MAE NOTES 3135G04Z3 5,000,000.00 AA+ Aaa 09/24/20 09/28/20 5,017,800.00 0.42 972.22 5,003,626.12 4,782,750.110 DTD 06/19/2020 0.500%06/17/2025 FEDERAL FARM CREDIT BANK NOTES 3133ELZ71 3,000,000.00 AA+ Aaa 07/21/20 07/21/20 3,007,110.00 0.45 7,458.33 3,001,440.10 2,864,148.00 DTD 07/02/2020 0.500%07/02/2025 FANNIE MAE NOTES(CALLABLE) 3136G4ZJ5 2,500,000.00 AA+ Aaa 07/21/20 07/21/20 2,499,000.00 0.63 6,944.44 2,499,789.16 2,383,157.50 DTD 07/21/2020 0,625%07/21/2025 FANNIE MAE NOTES 3135G05X7 2,000,000.00 AA+ Aaa 10/30/20 11/05/20 1,998,500.00 0.50 2,625.00 1,997,246.29 1,894,182.00 DTD 08/27/2020 0.375%08/25/2025 PFM Asset Management LLC Account- Page 10 Page103 pfml asset management Managed Account Detail of Securities Held For the Month Ending June 30, 2024 CITY OF RANCHO CUCAMONGA -- ■ Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Dated Date/Coupon/Maturity CUSIP Par Rating Rating Date Date Cost at Cost Interest Cost Value Federal Agency Bond / Note FREDDIE MAC NOTES 3137EAD(3 230Q0000) AA+ Aaa 09/23/20 09/25/20 2,293,077.00 0.44 2,347.92 2,298,295.82 2,173.1893) DTD 09/25/2020 0.375%09/23/2025 FANNIE MAE NOTES 3135G06G3 1,390,000.00 AA+ Aaa 11/12/20 11/13/20 1,387,720.40 0.53 1,042.50 1,389,381.25 1,309,717.77 DTD 11/12/2020 0.500%11/07/2025 FANNIE MAE NOTES 3135G06G3 4.500.000.00 AA+ Aaa 12/02/20 12/04/20 4,494,465.00 0.53 3,375.(N) 4,498,480.11 4,24(1,093.50 DTD 11/12/2020 0,500%11/07/2025 Security Type Sub-Total 23,585,000.00 23,589,475.65 0.49 25,328.33 23,584,591.41 22,416,450.52 US BANK NA CINCINNATI(CALLABLE)ABI F) 90331HPL1 500,(N)0.W A+ A2 10/30/20 11/05/20 528,090.00 0.69 4,555.56 503,208.15 490,008.00 CORPORA DTD 01/21/2020 2.050%01/21/2025 NATIONAL RURAL UTIL COOP CORPORATE 63743HFE7 445,000.00 A- A2 04/27/22 05/04/22 444,879.85 3.46 682.33 444,963.15 436,334.07 NOTES DTD 05/04/2022 3.450%06/15/2025 AMERICAN HONDA FINANCE CORPORATE 02665WEOO 2,700,000.00 A- A3 11/08/23 11/10/23 2.715.120MO 5,49 38,2800) 2,710,194.26 2.714.358.60 NOTES DTD 10/04/2023 5.800%10/03/2025 CITIGROUP INC CORP NOTE(CALLABLE) 172967ND9 1,500.0000) BBB+ A3 11/01/21 11/03/21 1.501.545.00 1.25 3.095.75 1.500.176.21 1.473.727.50 DTD 11/03/2021 1.281%11/03/2025 BANK OF NY MELLON CORP(CALLABLE) 064%PA00 1,685,000.(M) A Al (11/28/21 02/01/21 1,684.0115.85 0.76 5,370.94 1.684.685.71 1,572,251.60 CORPOR DTD 01/28/20210.750%01/28/2026 STATE STREET CORP(CALLABLE) 857477BR3 3050)00) A Al 02/02/22 02/07/22 305,000.00 1.75 2,144.91 305,0000) 297,579.05 CORPORATE N DTD 02/07/2022 1.746%02/06/2026 STATE STREET CORP(CALLABLE) 857477BR3 2.000.000.00 A Al 04/27/22 04/29/22 1,914,860.00 2.95 14,065.IN) 1,963,881.87 1.951.338.00 CORPORATE N DTD 02/07/2022 1.746%02/06/2026 PFM Asset Management LLC Actount- Page 11 Page 104 pfml asset management Managed Account Detail of Securities Held For the Month Ending ]une 30, 2024 CITY OF RANCHO CUCAMONGA -- Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Dated Date/Coupon/Maturity CUSIP Par Rating Rating Date Date Cost at Cost Interest cost Value Corporate GOLDMAN SACHS GROUP INC CORP NOTES 38141G1(S8 1.900.000.00 BBB+ A2 02/12/21 02/17/21 1.903.876.00 0.81 6.272.38 1.900.601.63 1.837.326.60 (CALL DTD 02/12/2021 0.855%02/12/2026 1P MORGAN CORP(CALLABLE)NOTES 46625HOW3 1.500.000.00 A- Al 07/19/23 07/21/23 1.430.430.00 5.16 12.375.00 1.454.867.79 1.451.844.00 DID 03/23/2016 3.300%04/01/2026 BANK OF AMERICA CORP NOTES 06051GKMO 2,000,000.00 A- Al 05/06/22 05/10/22 1,958,700.00 3.96 16,732.00 1,981,425.16 1,965,378.00 (CALLABLE) DTD 03/22/2022 3.384%04/02/2026 IBM CORP 459200JZ5 1,675,000.00 A- A3 09/01/21 09/03/21 1,844,861.75 1.08 7,062.92 1,742,647.57 1.619.011.45 DTD 05/15/2019 3.300%05/15/2026 ASTRAZENECA FINANCE LLC(CALLABLE) 04636NAAI 1,675,000.00 A A2 D9/01/21 09/03/21 1,684,095.25 1.08 1,842.50 1,678,567.39 1,555,265.98 CORP DTD 05/28/2021 1.200%05/28/2026 TOYOTA MOTOR CREDIT CORP CORPORATE 89236TJK2 1.105.000.00 A+ Al 09/08/21 09/13/21 1,102,546.90 1.17 448.91 1,103,988.57 1,023,527.25 NOTES DTD 06/18/2021 1.125%06/18/2026 MORGAN STANLEY CORP NOTES 6176113RS 1,000,000.00 A- Al 11/01/21 11/03/21 1,062,320.00 1.75 13,368.06 1,027,280.79 958,186.00 DTD 07/25/2016 3.125%07/27/2026 MORGAN STANLEY CORP NOTES 6176133R8 1,000,000.00 A- Al 07/05/23 07/07/23 936.280.00 5.42 13.368.06 956.834.84 958.186.00 DTD 07/25/2016 3.125%07/27/2026 STATE STREET CORP NOTES(CALLABLE) 857477CD3 2,500,000.00 A Al 08/01/23 08/03/23 2.501.400.00 5.25 54.184.44 2.500.974.64 2.500.120.00 DTD 08/03/2023 5.272%08/03/2026 AMERICAN HONDA FINANCE CORPORATE 02665WDZ1 2,000,000.00 A- A3 12/01/21 12/03/21 1,970,740.00 1.62 8,088.89 1,986,554.85 1,839,988.00 NOTES DTD 09/09/2021 1.300%09/09/2026 CATERPILLAR FINL SERVICE CORPORATE 14913R2Q9 2,000,000.00 A A2 12/01/21 12/03/21 1,967,640.00 1.50 6,836.11 1,985,080.30 1,836,606.00 NOTES DTD 09/14/2021 1.150%09/14/2026 IPMORGAN CHASE&CO CORP NOTES 46625HRV4 1,000,000.00 A- Al 11/01/21 11/03/21 1,057,540.00 1.72 7,375.00 1,024,693.83 953,092.00 DTD 07/21/2016 2.950%10/01/2026 PFM Asset Management LLC Account-Page 12 Page105 pfml asset management Managed Account Detail of Securities Held For the Month Ending ]une 30, 2024 CITY OF RANCHO CUCAMONGA -- Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Dated Date/Coupon/Maturity CUSIP Par Rating Rating Date Date Cost at Cost Interest Cost Value Corporate CMGROUP INC(CALLABLE)CORP NOTES 172967KY6 1.200.000.00 BBB+ A3 08/07/23 08/10/23 1,124,628.00 5.36 7.466.67 1.145.665.05 1.141.585.20 DTD 10/21/2016 3.200%10/21/2026 NATIONAL RURAL COOP CORPORATE 63743HFK3 770,000.00 A- A2 10/30/23 11/02/23 769.730.50 5.61 5,749.33 769,785.67 776.842.22 NOTES(CAL DTD 11/02/2023 5.600%11/13/2026 JOHN DEERE CAPITAL CORP CORPORATE 24422EWA3 2,000,000.00 A Al 01/11/22 01/13/22 1.988.720.00 1.82 16,055.56 1,994,285.79 1,844,660.00 NOTES DTD 01/10/2022 1.700%01/11/2027 BANK OF AMERICA CORP NOTES 06051GLE7 2,000,000.00 A- Al 07/05/23 07/07/23 1,968,420.00 5.58 45,437.78 1,977,212.58 1,987,028.00 (CALLABLE) DTD 01/20/2023 5.080%01/20/2027 GOLDMAN SACHS GROUP INC CORP NOTE 381416WB6 2,300,000.00 BBB+ A2 09/02/22 09/07/22 2,228,539.00 4.64 38.125.69 2,258,113.68 2,223,646.90 (CALLA DTD 01/26/2017 3.850%01/26/2027 TRUIST FINANCIAL CORP NOTES 89788MAD4 2,100,000.00 A- Baal 03/24/22 03/28/22 1,949,808.00 2.83 8.795.09 2,018,729.44 1,952,582.10 (CALLABLE) DTD 03/02/2021 1,267%03/02/2027 CHARLES SCHWAB CORP NOTES 8D8513BY0 2,000,000.00 A- A2 04/27/22 04/29/22 1,898,200.00 3.60 16.061.11 1,943,892.03 1,866,420.00 (CALLABLE) DTD 03/03/2022 2,450%03/03/2027 HOME DEPOT INC(CALLABLE)CORPORATE 437076CNO 2,000,000.00 A A2 05/06/22 05/10/22 1,936,100.00 3.59 12,138.89 1,963,881.07 1.891.502.00 NOTE DTD 03/28/2022 2.875%04/15/2027 MORGAN STANLEY CORP NOTES 61772BA09 500,000.00 A- Al 06/08/2-2 06/10/22 452.825.00 3.72 1,261.13 472.654.85 467.140.00 (CALLABLE) DTD 04/22/2021 1.593%05/04/2027 NORTHERN TRUST CORP NOTE(CALLABLE) 665859AW4 1,595,000.00 A+ A2 05/10/22 05/12/22 1,610,407.70 3.79 9,038.33 1.603.700.11 1.558.047.04 DTD 05/10/2022 4.000%05/10/2027 PFM Asset Management LLC Account- Page 13 Page 106 pfml asset management Managed Account Detail of Securities Held For the Month Ending ]une 30, 2024 CITY OF RANCHO CUCAMONGA -- Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Dated Date/Coupon/Maturity CUSIP Par Rating Rating Date Date Cost at Cost Interest Cost Value Corporate UNITEDHEALTH GROUP INC CORP NOTES 91324PEG3 400,000.00 A+ A2 05/17/22 05/21)/22 399,784.00 3.71 1.891.11 399.875.69 386,216.(X) (CALLA DTD 05/20/2022 3.700%05/15/2027 UNITEDHEALTH GROUP INC CORP NOTES 91324PEG3 1.400.000.00 A+ A2 06/02/22 06/116/22 1,412,488.00 3.50 6,618.89 1,407,166.17 1.351.756.00 (CALLA DTD 05/20/2022 3.700%05/15/2027 PNC FINANCIAL SERVICES CORP NOTES 693475AT2 2,500,000.00 A- A3 08/04/22 08/08/22 2,461,500.00 3.50 9,187.50 2,476,789.68 2,370,585.00 (CALLA DTD 05/19/2017 3.150%05/19/2027 AMAZON.COM INC(CALLABLE)CORPORATE 0231356R6 850,000.00 AA Al 10/04/22 10/06/22 739,491.50 4.31 793.33 780.680.44 765.606.05 NOTE DTD 06/03/2020 1.200%06/03/2027 NATIONAL AUSTRALIA BK/NY CORPORATE 63254ABE7 3,000,000.00 AA- Aa2 06/09/22 06/13/22 2,973,990.00 4.10 7,159.17 2.984.682.37 2,909,613.00 NOTES DTD 06/09/2022 3.905%06/09/2027 BANK OF AMERICA CORP CORP NOTES 06051GIS9 1,100,000.00 A- Al 08/07/23 08/10/23 986,150.00 4.63 8,424.35 1,011,888.63 1,015,451.80 (CALLABL DTD 04/22/2021 1.734%07/22/2027 IBM CORP NOTES(CALLABLE) 459200KT7 2,500,000.00 A- A3 08/01/22 08/03/22 2,561,055.00 3.61 44,381.94 2,537,233.65 2,435,520.00 DTD 07/27/2022 4.150%07/27/2027 TRUIST FINANCIAL CORP NOTES 89788MAC6 300,000.00 A- Baal 08/22/22 08/24/22 260.685.00 4.08 1,387.50 275.430.85 264.380.70 (CALLABLE) DTD 08/03/2020 1.125%08/03/2027 TRUIST FINANCIAL CORP NOTES 89788MAC5 1.500.000.00 A- Baal 10/27/22 10/31/22 1,226,295.00 5.54 6,937.50 1.32-2.257.20 1.321.903.50 (CALLABLE) DTD 08/03/2020 1.125%08/03/2027 INTEL CORP NOTES(CALLABLE) 458140BY5 2,300,000.00 A- A3 09/02/22 09/07/22 2,259,842.00 4.15 34,979.17 2.274.691.28 2.218.619.10 DTD 08/05/2022 3.750%08/05/2027 PFM Asset Management LLC Attui,i[it - Iogp 14 Page 107 pfml asset management Managed Account Detail of Securities Held For the Month Ending ]une 30, 2024 CITY OF RANCHO CUCAMONGA -- Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Dated Date/Coupon/Maturity CUSIP Par Rating Rating Date Date Cost at Cost Interest Cost Value Corporate TOYOTA MOTOR CREDIT CORP CORPORATE 89236TKJ3 2.300.000.00 A+ Al 10/04/22 10/06/22 2.275.459.00 4.79 29.360.14 2,284,055.13 2.273.214.20 NOTES DTD 09/20/2022 4.550%09/20/2027 TEXAS INSTRUMENTS INC CORP NOTES 882508BC7 2.300.000.00 A+ Aa3 12/07/22 12/09/22 2.158.734.00 4.30 10,746.11 2,203,718.15 2.160.396.90 (CALLAB DTD 11/03/2017 2.900%11/03/2027 COMCAST CORP NOTES(CALLABLE) 2003ONEA5 2,000,000.00 A- A3 01/25/23 01/30/23 2,085,520.00 4.35 13,672.22 2,059,749.58 2,019,786.00 DTD 11/07/2022 5.350%11/15/2027 MORGAN STANLEY CORP NOTES 61747YFP5 1,540,000.00 A- Al 05/02/24 05/06/24 1,548,100.40 5.50 17,408.16 1,547,709.30 1,555,155.14 (CALLABLE) DTD 04/19/2024 5.652%04/13/2028 JPMORGAN CHASE&CO CORPORATE 46647PEE2 1,075,000.00 A- Al 05/02/24 05/06/24 1,078,128.25 5.49 11.478.58 1,077,978.58 1,085,440.40 NOTES(CAL DTD 04/22/2024 5.571%04/22/2028 HERSHEY COMPANY CORP NOTES CALLABLE 427866BHO 2,400,000.00 A Al 051D4/23 05/08/23 2,423,880.00 4.03 16,150.00 2,418,286.25 2,357,330.40 DTD 05/D4/2023 4.250%05/04/2028 META PLATFORMS INC COPR NOTES 30303M8L9 2,500,000.00 AA- Aa3 06/01/23 06/05/23 2,504,650.00 4.56 14,694.44 2,503,623.65 2,487,822.50 (CALLABLE) DTD 05/03/2023 4.600%05/15/2028 MERCK&CO INC CORP NOTES CALLABLE 58933YBH7 3,050,000.00 A+ Al 05/18/23 05/22/23 3,027,826.50 4.21 15,097.50 3,032,767.47 2,981,680.00 DTD 05/17/2023 4.050%05/17/2028 AMERICAN HONDA FINANCE CORPORATE 02665WEM9 800,ODO.00 A- A3 07/07/23 07/11/23 796,384.00 5.23 19,816.67 797.090.14 802,425.60 NOTES DTD 07/07/2023 5.125%07/07/2028 JOHN DEERE CAPITAL CORP CORPORATE 24422EXBO 800,000.00 A Al 08/07/23 08/10/23 805,360.00 4.79 18,370.00 804.389.24 800,164.80 NOTES DTD 07/14/2023 4.950%07/14/2028 BMW US CAPITAL LLC CORP NOTES 05%5ECE3 2,700,000.00 A A2 08/14/23 08/17/23 2,669,598.00 5.31 53,025.00 2,674,923.78 2,700,90A)o (CALLABLE) DTD 08/11/2023 5.050%08/11/2028 PFM Asset Management LLC Account- Huge 15 Page 108 pfml asset management Managed Account Detail of Securities Held For the Month Ending ]une 30, 2024 CITY OF RANCHO CUCAMONGA -- Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Dated Date/Coupon/Maturity CUSIP Par Rating Rating Date Date Cost at Cost Interest Cost Value Corporate CITIBANK NA CORP NOTES(CALLABLE) 17325FBB3 3.400.000.00 A+ Aa3 10/02/23 10/04/23 3.383.136.00 5.92 50,421.62 3.385.344.76 3.491.715.00 DTD 09/29/2023 5.803%09/29/2028 COOPERAT RABOBANK UA/NY 21688ABC5 2,250,000.00 A+ Aa2 01/10/24 01/12/24 2,253,150.00 4.77 51.600.00 2,252,884.12 2,221,029.00 DTD 01/09/2024 4.800%01/09/2029 CISCO SYSTEMS INC CORPORATE NOTES 17275RBR2 1,620,000.00 AA- Al 02/21/24 02/26/24 1,619,433.00 4A6 27,281.25 1,619,468.02 1,618,623.00 (CALLA DTD 02/26/2024 4.850%02/26/2029 Security Type Sub-Total 89,540,000.00 88,351,948.45 3.87 847,160.49 88,736,231.11 86,738,925.55 Certificate of Deposit-FDIC Insured ENERBANK USA 29278TOD5 245,000.00 NR NR 07/24/20 07/24/20 245,000.00 0.45 21.14 245,000.00 244,161.37 DTD 07/24/2020 0.450%07/24/2024 CHIPPEWA VALLEY BANK 169894AT9 245.000.00 NR NR 07/29/20 07/29/20 245.000.00 0.50 6.71 245,000.00 232.936.94 DTD 07/29/2020 0.500%07/29/2025 MEDALLION BANK UTAH 58404DH07 245,000.00 NR NR 07/30/20 07/30/20 245,000.00 0.55 3.69 245,000.00 233,039.10 DTD 07/30/2020 0.550%07/30/2025 Security Type Sub-Total 735,000.00 735,000.00 0.50 31.54 735,000.00 710,137.41 Certificate of Deposit TORONTO DOMINION BANK NY CERT 89115BFR6 1,700,000.00 A-I+ P-1 10/17/23 10/18/23 1,700,000.00 6.00 72.816.67 1,700,000.00 1,701,098.44 DEPOS DTD 10/18/2023 6.000%10/16/2024 TORONTO DOMINION BANK NY CERT 89115661<1 1,000,000.00 A Al 10/27/22 10/31/22 1,000,000.00 5.58 38,888.89 1,000,000.00 1,003,753.99 DEPOS DTD 10/31/2022 5,600%10/27/2025 NATDaS NY BRANCH CERT DEPOS 63873OP65 2,300,000.00 A Al 09/18/23 09/20/23 2,300,000.00 5.61 102,148.75 2,300,000.00 2,317,204.00 DTD 09/20/2023 5.610%09/18/2026 CREDIT AGRICOLE CIB NY CERT DEPOS 22536DWD6 3,100,000.00 A+ Aa3 02/01/24 02/05/24 3,100,000.00 4.76 60,253.67 3,100,000.00 3,098,304.30 DTD 02/05/2024 4.760%02/01/2027 PFM Asset Management LLC Account- Page 16 Page 109 pfml asset management Managed Account Detail of Securities Held For the Month Ending ]une 30, 2024 CITY OF RANCHO CUCAMONGA -- Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Dated Date/Coupon/Maturity CUSIP Par Rating Rating Date Date Cost at Cost Interest Cost Value Security Type Sub-Total 8,100,000.00 8,100,000.00 5.36 214,107.98 8,100,000.00 8,120,360.73 WELLS FARGO BANK NA BANK NOTES 949883GD4 4,675.000_(X) A+ Aa2 08/03/23 08/09/23 4,672,195.00 5.47 101.915.00 4.673,033.42 4.681.638.50 (CALLABLE DTD 08/09/2023 5.450%08/07/2026 Security Type Sub-Total 4,675,000.00 4,672,195.00 5.47 101,915.00 4,673,033.42 4,681,638.50 Asset-Backed Security HART 2021-A A3 44933LAC7 17,372.74 AAA NR D4/20/21 04/28/21 17,370.91 0.38 2.93 17,372.24 17,328.99 DTD 04/28/2021 0.380%09/15/2025 GMCAR 2021-1 A3 36261LACS 4,121.33 AAA Aaa 01/12/21 01/20/21 4,120.67 0.35 0.60 4.121.15 4,110.54 DTD 01/20/2021 0.350%10/16/2025 KCOT 2021-2A A3 50117XAE2 305.098.22 NR Aaa 07/20/21 07/28/21 305,086.72 0.56 75.94 305,094.54 300,270.68 DTD 07/28/2021 0.560%11/17/2025 CARMX 2021-1 A3 14316NAC3 9,255.81 AAA NR 01/20/21 01/27/21 9,253.99 0.34 1.40 9,255.27 9.198.63 DTD 01/27/20210.340%12/15/2025 HAROT 2021-4 A3 43815GAC3 297,683.66 NR Aaa 11/16/21 11/24/21 297,620.91 0.89 72.77 297.660.15 291.655.71 DTD 11/24/20210.880%01/21/2026 CARMX 2021-2 A3 143140ACB 136,948.66 AAA NR 04/13/21 04/21/21 136.919.16 0.52 31.65 136.93&69 135.455.71 DTD 04/21/2021 0.520%02/17/2026 CARMX 2021-3 A3 14317DAC4 532,349.51 AAA Aaa 07/21/21 07/28/21 532,261.93 0.55 130.13 532.314.44 521,092.02 DTD 07/28/2021 0.550%06/15/2026 VALET 2021-1 A3 92868KAC7 379,790.29 AAA Aaa 12/07/21 12/13/21 379,775.40 1.02 118.37 379.783.79 372.891.67 DTD 12/13/2021 1.020%06/22/2026 HART 2022-A A3 448977ADO 942.814.65 AAA NR 03/09/22 03/16/22 942,778.35 2.22 930.24 942.796.52 924.982.16 DTD 03/16/2022 2,220%10/15/2026 COMET 2021-A3 A3 14041NFY2 1,865,000.00 AAA NR 11/18/21 11/30/21 1,864,743.00 1.04 862.04 1,864,876.96 1,833,025.88 DTD 11/30/2021 1.040%11/15/2026 GMCAR 2022-1 A3 380146AC4 305,414.60 AAA NR 01/11/22 01/19/22 305,388.06 1.26 160.34 305,401.53 298,640.53 DTD 01/19/2022 1,260%11/16/2026 PFM Asset Management LLC Account- Page 17 Page 110 pfml asset management Managed Account Detail of Securities Held For the Month Ending ]une 30, 2024 CITY OF RANCHO CUCAMONGA -_ Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Dated Date/Coupon/Maturity CUSIP Par Rating Rating Date Date Cost at Cost Interest Cost Value Asset-Backed Security WOART 2024-A A2A 98164RA62 1.100.000.00 AAA NR 02/06/24 02/14/24 1,099,913.87 5.05 2,468.89 1,099,923.50 1.095.509.80 DTD 02/14/2024 5,050%04/15/2027 NAROT 2023-B A3 65480MAD5 650,000.00 NR Aaa 10/18/2-3 10/25/23 649,868.05 5.94 1,713.11 649,886.43 656,271.53 DTD 10/25/2023 5.930%03/15/2028 AMXCA 2023-1 A 02582JJZ4 2,000,000.00 AAA NR 08/07/23 08/10/23 1,995,625.00 4.92 4,328.89 1,996,444.68 1,991,739.80 DTD 06/14/2023 4.870%05/15/2028 COMET 2023-Al A 14041NGD7 2,720,000.00 AAA NR 07/14/23 07/18/23 2,683,237.50 4.73 5,343.29 2,690,514.93 2,682,605.98 DTD 05/24/2023 4.420%05/15/2028 AMXCA 2023-1 A 02582JJZ4 2,720,000.00 AAA NR 07/14/23 07/18/23 2.717.556.25 4.89 5.887.29 2.718.040.01 2.708.766.13 DTD 06/14/2023 4.870%05/15/2028 BACCT 2023-Al Al 05522RDGO 3.449.000.00 AAA NR 07/14/23 07/18/23 3.437.682.97 4.87 7.342.54 3,439,923.27 3.428.011.11 DTD 06/16/2023 4.790%05/15/2028 DCENT 2023-A2 A 254683CZ6 3305,000.00 AAA Aaa 07/14/23 07/18/23 3,306,549.22 4.92 7,241.62 3,306,247.84 3,290,927.64 DTD 06/28/2023 4.930%06/15/2028 HAROT 2023A A3 438123AC5 395,000.00 NR Aaa 11/01/23 11/08/23 394,930.44 5.67 622.13 394,939.11 398,153.52 DTD 11/08/2023 5.670%06/21/2028 BACCT 2024-Al A 05522RD34 3,065,000.00 AAA Aaa 06/06/24 06/13/24 3,064,828.05 5.25 8,045.63 3,064,829.58 3,063,334.79 DTD 06/13/2024 5.250%05/15/2029 Security Type Sub-Total 24,199,849.47 24,145,510.45 4.24 45,379.80 24,156,364.63 24,023,972.82 Managed Account Sub-Total 391,150,052.42 379,371,633.46 3.58 2,423,195.47 382,381,155.08 374,413,389.51 Securities Sub-Total $391,150,052.42 $379,371,633.46 3.58% $2,423,195.47 $382,381,155.08 $374,413,389.51 Accrued Interest $2,423,195.47 Total Investments $376,836,584.98 PFM Asset Management LLC Account- Page 18 Page 111 pfml asset management Managed Account Fair Market Value &Analytics For the Month Ending ]une 30, 2024 CITY OF RANCHO CUCAMONGA Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Arnort Cost Duration at Mkt U.S.Treasury Bond / Note US TREASURY NOTES 91282CEDO 4,000,000.00 MORGAN_ 97.94 3,917,500.00 (71.718.75) (79,212.91) 0.87 5.19 DTD 05/15/2022 2.750%05/15/2025 US TREASURY NOTES 91282CEU1 1,700,000.00 MERRILL 97.88 1,663,875.00 (1,527.34) (20,423.33) 0.96 5.17 DTD 06/15/2022 2.875%06/15/2025 US TREASURY NOTES 91282CHL8 3,520,000.00 BMO 99.52 3,502,949.82 6,187.32 (2,905.61) 0.97 5.13 DTD 06/30/2023 4.625%06/30/2025 US TREASURY NOTES 91282CAB7 3,400,000.00 BMO 94.97 3,228,937.50 88.851.% (82,937.13) 1.09 5.07 DTD 07/31/202D 0.250%07/31/2025 US TREASURY NOTES 91282CAB7 4,350,000.00 ]PM_CHA 94.97 4,131,140.63 (191,671.87) (212,409.48) 1.09 5.07 DTD 07/31/2020 0.250%07/31/2025 US TREASURY NOTES 91282CAB7 4,500,000.00 BNP PAR 94.97 4,273,593.75 (205,136,72) (221,305.18) 1.09 5.07 DTD 07/31/2020 0.250%07/31/2025 US TREASURY NOTES 91282CFN6 1,000,000.00 BMO 99.91 999.062.50 3.593.75 1.888.73 1.14 5.08 DTD 08/31/2023 5.000%08/31/2025 US TREASURY NOTES 912820138 505,000.00 BMO 99.95 5,682,334.87 (28,869.43) (20,885.00) 1.22 5.04 DTD 09/30/2023 5.000%09/30/2025 US TREASURY NOTES 91282CATS 1,100.000.00 BMO 93.95 1.033.484.32 36.609.32 (23.369.74) 1.34 4.99 DTD 10/31/2020 0.250%10/31/2025 US TREASURY NOTES 91282CAZ4 3,000,000.00 NOMURA 93.80 2,813,906.40 (19,101.41) (123.622.57) 1.42 4.96 DTD 11/30/2020 0.375%11/30/2025 US TREASURY NOTES 91282CBC4 3,225,000.00 HSBC 93.50 3,015,375.00 (157.596.68) (192.843.65) 1.50 4.92 DTD 12/31/2020 0.375%12/31/2025 US TREASURY NOTES 91282CBH3 3,000,000.00 RBS 93.17 2,795,156.40 (161,132.67) (189,373.78) 1.58 4.90 DTD 01/31/20210,375%01/31/2026 US TREASURY NOTES 91282CB03 2,650,000.00 CIITGRP 93.09 2,466,984.38 (156,826.17) (174,295.38) 1.67 4.86 DTD 02/28/2021 0.500%02/28/2026 US TREASURY NOTES 91282CGR6 5,200,000.00 BMO 99.66 5,182,125.00 (20,718.75) (20,268.52) 1.65 4.83 DTD 03/15/2023 4.625%03/15/2026 US TREASURY NOTES 91282CBT7 3.000.000.00 NOMURA 93.25 2.797,500.00 (176,132.81) (193,257.00) 1.74 4.81 DTD 03/31/2021 0,750%03/31/2026 US TREASURY NOTES 91282CGV7 4,100,000.00 BMO 98.20 4,026,327.92 2,241.98 (6,863.61) 1.74 4.81 DTD 04/15/2023 3.750%04/15/2026 US TREASURY NOTES 9128286S4 4,000,000.00 NOMURA 95.81 3.832,500.00 65.625.00 (9,721.38) 1.80 4.79 DTD 04/30/2019 2.375%04/30/2026 PFM Asset Management LLC Account- Page 19 Page 112 pfml asset management Managed Account Fair Market Value &Analytics For the Month Ending ]une 30, 2024 CITY OF RANCHO CUCAMONGA -- Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost Duration at Mkt U.S.Treasury Bond / Note US TREASURY NOTES 912828R36 3.525.000.00 CMGRP 94.41 3.327,820.31 (176.938.48) (188.143.91) 1.86 4.78 DTD 05/16/2016 1.625%05/15/2026 US TREASURY NOTES 91282CCf6 3,000,000.00 JPM_CHA 92.73 2,782,031.40 (72,6%.10) (153,023.95) 1.91 4.76 DTD 05/31/20210.750%05/31/2026 US TREASURY NOTES 91282CCF6 6,100,000.00 RBC 92.73 5,656,797.18 (429,859.07) (438,083.57) 1.91 4.76 DTD 05/31/2021 0.750%05/31/2026 US TREASURY NOTES 91282CCP4 2,000,000.00 CMGRP 91.98 1.839.687.60 (146,328.03) (154,463.13) 2.07 4.71 DTD 07/31/2021 0.625%07/31/2026 US TREASURY NOTES 91282CCP4 3,000,000.00 CMGRP 91.98 2,759,531.40 (232,499.85) (237,146.47) 2.07 4.71 DTD 07/31/2021 0.625%07/31/2026 US TREASURY NOTES 9128282A7 4,525,000.00 MERRILL 93.58 4,234,409.93 (14,671.12) (154,906.58) 2.09 4.71 DTD 08/15/2016 1.500%08/15/2026 US TREASURY NOTES 91282CCZ2 1,000,000.00 CMGRP 92.03 920.312.50 41.445.31 (10.142.02) 2.23 4.64 DTD 09/30/2021 0.875%09/30/2026 US TREASURY NOTES 91282CCZ2 3,900,000.00 BMO 92.03 3,589,218.75 47,074.22 (71,335.98) 2.23 4.64 DTD 09/30/2021 0.875%09/30/2026 US TREASURY NOTES 91282CDG3 400.000.00 CITIGRP 92.28 369,125.00 (28.453.13) (29.733.72) 2.31 4.65 DTD 10/31/2021 1.125%10/31/2026 US TREASURY NOTES 91282CDG3 3,000,000.00 6M0 92.28 2,768,437.50 (21,210.94) (121,069.57) 2.31 4.65 DTD 10/31/2021 1.125%10/31/2026 US TREASURY NOTES 912828U24 3.000.000.00 MERRILL 94.09 2.822,812.50 (47.578.13) (107.822.49) 2.33 4.65 DTD 11/15/2016 2.000%11/15/2026 US TREASURY NOTES 91282CDK4 2,895,000.00 NOMURA 92.36 2,673,804.05 (229,451.22) (225,190.00) 2.39 4.63 DTD 11/30/2021 1,250%11/30/2026 US TREASURY NOTES 91282CDQ1 1,625,000.00 JPM CHA 92.19 1,498,046.88 (118,637.69) (122,783.99) 2.46 4.59 DTD 12/31/2021 1.250%12/31/2026 US TREASURY NOTES 912828Y)12 3,520,000.00 6M0 93.34 3,285.700.00 62,287.50 1,780.55 2.44 4.60 DTD 12/31/2019 1.750%12/31/2026 US TREASURY NOTES 912828Z78 2,150,000.00 MERRILL 92.55 1,989,757.92 168.08 (25,280.23) 2.53 4.59 DTD 01/31/2020 1,500%01/31/2027 US TREASURY NOTES 912828V98 645,000.00 MERRILL 94.27 608,013.25 (17,384.80) (26,025.66) 2.55 4.59 DTD 02/15/2017 2.250%02/15/2027 US TREASURY NOTES 912828V98 1.950,000.00 MERRILL 94.27 1.838,179.59 (72,972.75) (89,337.06) 2.55 4.59 DTD 02/15/2017 2.250%02/15/2027 PFM Asset Management LLC Account- Page 20 Page 113 pfml asset management Managed Account Fair Market Value &Analytics For the Month Ending ]une 30, 2024 CITY OF RANCHO CUCAMONGA -- Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost Duration at Mkt U.S.Treasury Bond / Note US TREASURY NOTES 912828V98 3,400,000.00 CITIGRP 94.27 3,205,031.08 (108,640.80) (145.807.00) 2.55 4.59 DTD 02/15/2017 2.250%02/15/2027 US TREASURY NOTES 912828ZB9 4,500,000.00 BMO 91.44 4,114,687.50 104,589.84 f10,068.15) 2.63 4.57 DTD 02/29/2020 1.125%02/28/2027 US TREASURY NOTES 912828X88 3,300,000.00 MERRILL 94.17 3,107,672.04 (71,542.80) (118,946.60) 2.79 4.56 DTD 05/15/2017 2.375%05/15/2027 US TREASURY NOTES 91282CFB2 1,600.0W00 BMO 94.95 1.519.249.92 (2,750.08) f28,110.61) 2.95 4.52 DTD 07/31/2022 2.750%07/31/2027 US TREASURY NOTES 91282CAH4 2,700,000.00 MERRILL 88.28 2,383,593.75 56,109.37 (66,911.43) 3.15 4.51 DTD 08/31/2020 0.500%08/31/2027 US TREASURY NOTES 91282CH48 3,000,000.00 CMGRP 98.88 2,966,250.00 (114,843.75) (93,636.17) 3.05 4.50 DTD 09/30/2022 4.125%09/30/2027 US TREASURY NOTES 91282CAU5 3,050.000.00 MERRILL 87.78 2.677.328.13 79.824.22 (59.603.23) 3.31 4.49 DTD 10/31/2020 0.500%10/31/2027 US TREASURY NOTES 9128283F5 3,200,000.00 CITIGRP 93.03 2,977,000.00 (36,625.00) (91,792.00) 3.26 4.50 DTD 11/15/2017 2.250%11/15/2027 US TREASURY NOTES 91282CGC9 2,500.000.00 BMO 98.09 2,452.343.75 (7.324.22) (18.353.05) 3.25 4.47 DTD 12/31/2022 3.875%12/31/2027 US TREASURY NOTES 91282CGC9 2,500,000.00 BMO 98.09 2,452.343.75 6,250.00 5,175.18 3.25 4.47 DTD 12/31/2022 3.875%12/31/2027 US TREASURY NOTES 91282CB39 3.100,000.00 BMO 87.78 2.721,218.75 83,433.59 12,323.61 3.53 4.48 DTD 01/31/20210.750%01/31/2028 US TREASURY NOTES 91282CGH8 4,550,000.00 WELLS_F 96.84 4,406,390.63 (52,964.84) f63,815.36) 3.35 4.46 DTD 01/31/2023 3,500%01/31/2028 US TREASURY NOTES 9128283W8 2,000,000.00 BMO 94.25 1,885,000.00 15,703.12 (19,126.91) 3.44 4.48 DTD 02/15/2018 2.750%02/15/2028 US TREASURY NOTES 9128283WS 3,000,000.00 BMO 94.25 2,827,500.00 (93,515.63) (113,617.51) 3.44 4.48 DTD 02/15/2018 2.750%02/15/2028 US TREASURY NOTES 9128283W8 3.375,000.00 BMO 94.25 3,180,937.50 43,637.70 7,936.90 3.44 4.48 DTD 02/15/2018 2,750%02/15/2028 US TREASURY NOTES 91282CSS9 2,625,000.00 MERRILL 89.05 2,337,480.60 80,390.76 19,595.85 3.66 4.45 DTD 03/31/2021 1.250%03/31/2028 US TREASURY NOTES 91282CUS9 3,000.000.00 JPM_CHA 89.05 2.671,406.40 54.375.15 (25.363.86) 3.66 4.45 DTD 03/31/2021 1.250%03/31/2028 PFM Asset Management LLC Account- Page 21 Page 114 pfml asset management Managed Account Fair Market Value &Analytics For the Month Ending ]une 30, 2024 CITY OF RANCHO CUCAMONGA -- Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost Duration at Mkt U.S.Treasury Bond / Note US TREASURY NOTES 91282CBZ3 6,000,000.00 BMO 88.84 5.330,625.00 1.875.00 (145.042.92) 3.75 4.45 DTD 04/30/2021 1.250%04/30/2028 US TREASURY NOTES 91282CCE9 800,000.00 RBC 88.66 709,250.00 17,531.25 (4,052.25) 3.83 4.44 DTD 05/31/2021 1.250%05/31/2028 US TREASURY NOTES 91282CCE9 3,OD0,000.00 ]PM CHA 88.66 2,659,687.50 51,679.69 (27,156.73) 3.83 4.44 DTD 05/31/2021 1.250%05/31/2028 US TREASURY NOTES 91282CCH2 3,375,000.00 BMO 88A7 2,985.820.31 87,143.55 20,379.75 3.89 4.43 DTD 06/30/2021 1.250%06/30/2028 US TREASURY NOTES 91282CIA0 6,000,000.00 MERRILL 100.84 6,050,625.00 (42,421.88) (32,360.17) 3.87 4.41 DTD 09/30/2023 4.625%09/30/2028 US TREASURY N/B NOTES 91282CIF9 7.000,000-00 BMO 101.89 7,132,343.40 (11.484.73) (4,548.72) 3.94 4.39 DTD 10/31/2023 4.875%10/31/2028 US TREASURY NOTES 9128285M8 8,000,000.00 BMO 94.94 7,595.000.00 (26,562.50) (52.380.10) 4.10 4.41 DTD 11/15/2018 3.125%11/15/2028 US TREASURY NOTES 91282CDW8 2,100,000.00 BMO 89.17 1,872,609.48 8,285.26 4,682.93 4.38 4.38 DTD 01/31/2022 1.750%01/31/2029 US TREASURY NOTES 91282CDW8 4,500,000.00 NOMURA 89.17 4,012.734.60 (67.851.34) (101.689.91) 4.38 4.38 DTD 01/31/2022 1.750%01/31/2029 US TREASURY NOTES 9128286BI 5,725,000.00 MERRILL 92.70 5,307,253.62 66,642.29 51,106.34 4.33 4.38 DTD 02/15/2019 2.625%02/15/2029 US TREASURY NOTES 91282CEE7 6300,00D.00 CMGRP 91.47 5.762,531.25 20.425.78 12,184.16 4.49 4.38 DTD 03/31/2022 2.375%03/31/2029 Security Type Sub-Total 207,865,000.00 195,630,353.21 (2,303,620.87) (4,813,511.28) 2.68 4.65 Supra-National Agency Bond Note INTL BK RECON&DEVELOP NOTES 459058LE1 2,590,000.00 MERRILL 99.81 2,585.198.14 (4,128.46) (4,200.78) 1.71 4.86 DTD 04/10/2024 4.750%04/10/2026 Security Type Sub-Total 2,590,000.00 2,585,198.14 (4,128.46) (4,200.78) 1.71 4.86 Mortgage-BackedFederal Agency Commercial FHMS K062 A2 3137BUX60 1,710,(H1).00 BARCLAY 96.36 1,647,829M7 23,329.07 900.50 2.27 5.01 DTD 02/01/2017 3.413%12/01/2026 PFM Asset Management LLC Account- Page 22 Page 115 pfml asset management Managed Account Fair Market Value &Analytics For the Month Ending ]une 30, 2024 CITY OF RANCHO CUCAMONGA -- Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost Duration at Mkt Federal Agency Commercial Mortgage-Backed Security FHMS K067 A2 3137FAWS3 1,960,000.00 TD 95.19 1.865,759.97 30.020.91 2.328.98 2.80 4.92 DTD 09/28/2017 3.194%07/01/2027 FHMS K505 A2 3137HACK2 3,150,000.00 AMHERST 99.70 3,140,620.59 (12,086.44) (11,572.93) 3.45 4.90 DTD 07/01/2023 4.819%06/01/2028 RIMS KJ46 Al 3137HAD45 3,195,202.95 JPM_CHA 99.60 3,182,432.43 (12,690.64) (12,705.98) 2.68 4.89 DTD 07/01/2023 4.777%06/01/2028 FNA 2023-M6 A2 3136BODE6 3,400,000,00 JPMCHA 97.26 3,306,732.70 33.435.82 11,021.86 3.60 4.95 DTD 07/01/2023 4.190%07/01/2028 RIMS K508 A2 3137HAO74 3,000,000.00 BMO 99.41 2,982,296.10 48,104.10 39,457.41 3.61 4.90 DTD 10/01/2023 4.740%08/01/2028 FHMS K506 A2 3137HAMH6 3,475,000.00 WELLS_F 99.11 3,444,208.30 20,613.97 13,047.25 3.59 4.89 DTD 09/01/2023 4.650%08/01/2028 FHMS K509 A2 3137HAST4 2,330,000.00 MORGAN_ 99.81 2,325.460.60 69.747.99 60.623.71 3.68 4.90 DTD 10/01/2023 4.850%09/01/2028 FHMS K507 A2 313711AMS2 3,000,000.00 PNC 99.64 2,989,191.33 79,542.90 68,001.67 3.64 4.90 DTD 09/01/2023 4.800%09/01/2028 FHMS K510 A2 31371163D4 1,130.000.00 JPM_CHA 100.60 1.136.764.77 10.031.60 9.664.23 3.70 4.91 DTD 11/01/2023 5.069%10/01/2028 FHMS K511 A2 3137HB3G7 1,720,000.00 MERRILL 99.83 1,717,139.57 2,081.13 1,558.22 3.75 4.90 DTD 12/01/2023 4.860%10/01/2028 FHMS K514 A2 3137HBLV4 1,790.000MO JPM CHA 98.77 1.767.917.20 (39.981.01) (38.643.39) 3.84 4.88 DTD 02/01/2024 4.572%12/01/2028 Security Type Sub-Total 29,860,202.95 29,506,352.63 252,149.40 143,681.53 3.40 4.91 Federal Agency Bond / Note FANNIE MAE NOTES 3135GO4Z3 2,895,000.00 NEW ACC 95.66 2,769,212.25 (132,591.00) (127,120.31) 0.97 5.18 DTD 06/19/2020 0.500%06/17/2025 FANNIE MAE NOTES 3135G04Z3 5,000,000.00 HSBC 95.66 4,782,750.00 (235,050.00) (220,876.12) 0.97 5.18 DTD 06/19/2020 0,500%06/17/2025 FEDERAL FARM CREDIT BANK NOTES 3133ELR71 3.n00,000.00 NEW ACC 95.47 2.864,148.00 (142.%2.00) (137.292.10) 1.01 5.18 DTD 07/02/2020 0.500%07/02/2025 FANNIE MAE NOTES(CALLABLE) 3136G4ZJ5 2,500,000.00 NEW ACC 07/21/24 95.33 2,383,157.50 (115,842.50) (116.631.66) OM8 5.22 DTD 07/21/2020 0,625%07/21/2025 PFM Asset Management LLC Account- Page 23 Page 116 pfml asset management Managed Account Fair Market Value &Analytics For the Month Ending ]une 30, 2024 CITY OF RANCHO CUCAMONGA -- Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost Duration at Mkt Federal Agency Bond / Note FANNIE MAE NOTES 3135G05X7 2,000,000.00 NOMURA 94.71 1,894.182.00 (94.318.00) (103.064.29) 1.15 5.16 DTD 08/27/2020 0.375%08/25/2025 FREDDIE MAC NOTES 3137EAEX3 2,300,000.00 CIITGRP 94.49 2,173,189.50 (119,887.50) (125,106.32) 1.23 5.05 DTD 09/25/2020 0.375%09/23/2025 FANNIE MAE NOTES 3135G06G3 1,390,000.00 BMO 94.22 1,309,717.77 (78,002.63) (79,663.48) 1.35 4.97 DTD 11/12/2020 0.500%11/07/2025 FANNIE MAE NOTES 3135G06G3 4,500,000.00 ]EFFERI 94.22 4,240,093.50 (254371.50) (258,386.61) 1.35 4.97 DTD 11/12/2020 0.500%11/07/2025 Security Type Sub-Total 23,585,000.00 22,416,450.52 (1,173,025.13) (1,168,140.89) 1.02 5.12 Corporate US BANK NA CINCINNATI(CALLABLE) 90331HPL1 500,000.00 LIS_BANC 12/20/24 98.00 490,(".0) (38,082.00) (13,2W.15) 0.47 5.74 CORPORA DTD 01/21/2020 2.050%01/21/2025 NATIONAL RURAL UTIL COOP CORPORATE 63743HFE7 445.000.00 RBC 98.05 436,334.07 (8.545.78) (8,629.08) 0.95 5.56 NOTES DTD 05/04/2022 3.450%06/15/2025 AMERICAN HONDA FINANCE CORPORATE 02665WEOO 2,700,000.00 GOLDMAN 100.53 2,714.358.60 (761.40) 4,164.34 1.22 5.36 NOTES DTD 10/04/2023 5.800%10/03/2025 CITIGROUP INC CORP NOTE(CALLABLE) 172%7ND9 1,500.000.00 MORGAN_ 11/03/24 98.25 1.473,727.50 (27,817.50) (26.448.71) 0.35 2.62 DTD 11/03/2021 1,281%11/03/2025 BANK OF NY MELLON CORP(CALLABLE) 06406RAOO 1,685,000.00 MITSU 12/28/25 93.31 1.572.251.60 (111.754.25) (112,434.11) 1.49 5.22 CORPOR DTD 01/28/2021 0.750%01/28/2026 STATE STREET CORP(CALLABLE) 857477BR3 305.000.00 GOLDMAN 02/26/25 97.57 297.579.05 (7,420.95) (7.420.95) 0.66 3.32 CORPORATE N DTD 02/07/2022 1.746%02/06/2026 STATE STREET CORP(CALLABLE) 857477BR3 2,000,000.00 GOLDMAN 02/26/25 97.57 1,951.338.00 36.478.00 (12,543.87) 0.66 3.32 CORPORATE N DTD 02/07/2022 1.746%02/06/2026 PFM Asset Management LLC Account- Page 24 Page 117 pfml asset management Managed Account Fair Market Value & Analytics For the Month Ending June 30, 2024 CITY OF RANCHO CUCAMONGA - Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost Duration at Mkt Corporate Note GOLDMAN SACHS GROUP INC CORP NOTES 38141068 1.900,000.00 MERRILL 02/12/25 96.70 1.837,326.60 (66.549.40) (63,275.03) 0.62 2.96 (CALL DTD 02/12/2021 0.855%02/12/2026 3P MORGAN CORP(CALLABLE)NOTES 46625HOW3 1,500.000.00 SIEBERT 01/01/26 96.79 1,451.844.00 21.414.00 (3.023.79) 1.47 5.24 DTD 03/23/2016 3.300%04/01/2026 BANK OF AMERICA CORP NOTES 06051GKMO 2,000,000.00 DEUTSCH 04/02/25 98.27 1,965,378.00 6,678.00 (16,047.16) 0.75 4.42 (CALLABLE) DTD 03/22/2022 3.384%04/02/2026 IBM CORP 4592003Z5 1,675,000.00 MORGAN_ 96.66 1,619,011.45 (225,850.30) (123,636.12) 1.83 5.19 DTD 05/15/2019 3.300%05/15/2026 ASTRAZENECA FINANCE LLC(CALLABLE) 04636NAAI 1.675,000.00 MORGAN_ 04/28/26 92.85 1.555,265.98 (128.829.27) (123,301.41) 1.82 5.18 CORP DTD 05/28/2021 1.200%05/28/2026 TOYOTA MOTOR CREDIT CORP 89236TIK2 1,105,000.00 3PM CHA 92.63 1.023,527.25 (79,019.65) (80,461.32) 1.95 5.11 CORPORATE NOTES DTD 06/18/2021 1.125%06/18/2026 MORGAN STANLEY CORP NOTES 6176133118 1,000,000.00 SUSQ 95.82 958.186.00 (104.134.00) (69.094.79) 2.00 5.28 DTD 07/25/2016 3.125%07/27/2026 MORGAN STANLEY CORP NOTES 6176133R8 1,090,000.00 SEEL 95.82 958,186.00 21,906.00 1,351.16 2.00 5.28 DTD 07/25/2016 3.125%07/27/2026 STATE STREET CORP NOTES(CALLABLE) 857477CD3 2.500.000.00 3PM_CHA 100.00 2.500,120.00 (1,280.00) (854.64) 1.97 5.27 DTD 08/03/2023 5.272%08/03/2026 AMERICAN HONDA FINANCE CORPORATE 02665WDZ1 2,000,000.00 RBC 92.00 1,839,988.00 (130,752.00) (146,566.85) 2.16 5.21 NOTES DTD 09/09/2021 1.300%09/09/2026 CATERPILLAR FINL SERVICE CORPORATE 14913R209 2,000,000.00 LOOP 91.83 1,836.606.00 (131,034.00) (148.474.30) 2.18 5.11 NOTES DTD 09/14/2021 1.150%09/14/2026 IPMORGAN CHASE&CO CORP NOTES 46625HRV4 1.000,000.00 SUSQ 07/01/26 95.31 953,092.00 (104,448.00) (71,601.83) 1.95 5.18 DTD 07/21/2016 2,950%10/01/2026 CITIGROUP INC(CALLABLE)CORP NOTES 172967KY6 1,200,000.00 RBS 07/21/26 95.13 1,141,585.20 16,957.20 (4,079.85) 2.00 5.47 DTD 10/21/2016 3.200%10/21/2026 PFM Asset Management LLC Account_Page 25 Page 118 pfml asset management Managed Account Fair Market Value & Analytics For the Month Ending June 30, 2024 CITY OF RANCHO CUCAMONGA - Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost Duration at Mkt Corporate Note NATIONAL RURAL COOP CORPORATE 63743HFK3 770,000.00 MIZUHO 10/13/26 11H.89 776,942.22 7,111.72 7,1156.55 2.17 5.20 NOTES(CAL DTD 11/02/2023 5.600%11/13/2026 JOHN DEERE CAPITAL CORP CORPORATE 24422EWA3 2,000,000.00 3PM CHA 92.23 1.844.660.01) (144.060,00) (149.625.79) 2.47 5.111 NOTES DTD 01/10/2022 1.700%01/11/2027 BANK OF AMERICA CORP NOTES 06051GLE7 2,000,000.00 3PM_CHA 01/20/26 99.35 1,987,028.00 18.608.00 9,815.42 1,19 5.35 (CALLABLE) DTD 01/20/2023 5.080%01/20/2027 GOLDMAN SACHS GROUP INC CORP NOTE 38141GWB6 2,300,000.00 MORGAN_ 01/26/26 96.68 2,223,646.90 (4,892.10) (34,466.78) 1.52 5.25 (CALLA DTD 01/26/2017 3.850%01/26/2027 TRUIST FINANCIAL CORP NOTES 89788MAD4 2,100,(00.00 GOLDMAN 03/02/26 92.98 1,952.582.10 2.774.10 (66.147.34) 1.66 4.07 (CALLABLE) DTD 03/02/2021 1.267%03/02/2027 CHARLES SCHWAB CORP NOTES 808513BYO 2,000,000.00 CSFB 02/03/27 93.32 1,866,420.00 (31,780.00) (77,472.03) 2.51 5.15 (CALLABLE) DTD 03/03/2022 2.450%03/03/2027 HOME DEPOT INC(CALLABLE)CORPORATE 437076CN0 2,000,000.00 SCOTIA 03/15/27 94.58 1,891,502.00 (44,598.011) (72,379.07) 2.61 4.98 NOTE DTD 03/28/2022 2,875%04/15/2027 MORGAN STANLEY CORP NOTES 617728AB9 500,000.00 MERRILL 05/04/26 93.43 467,140.00 14,315.00 (5,514.85) 1.83 4.06 (CALLABLE) DTD 04/22/2021 1,593%05/04/2027 NORTHERN TRUST CORP NOTE(CALLABLE) 665859AW4 1,595,000.00 3PM CHA 04/10/27 97.68 1,558,047.04 (52,360.66) (45,653.07) 2.65 4.88 DTD 05/10/2022 4.000%05/10/2027 UNITEDHEALTH GROUP INC CORP NOTES 91324PEG3 400,000.00 MERRILL 04/15/27 96.55 386.216.00 (13,568.00) (13,659.69) 2.67 5.00 (CALLA DTD 05/20/2022 3.700%05/15/2027 UNITEDHEALTH GROUP INC CORP NOTES 91324PEG3 1,400,000,00 ]PM-CHA 04/15/27 96.55 1,351,756.00 (60,732.00) (55,410.17) 2.67 5.00 (CALLA DTD 05/20/2022 3.700%05/15/2027 PFM Asset Management LLC Account- Page 26 Page 119 pfml asset management Managed Account Fair Market Value & Analytics For the Month Ending June 30, 2024 CITY OF RANCHO CUCAMONGA Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost Duration at Mkt Corporate Note PNC FINANCIAL SERVICES CORP NOTES 693475AT2 2.500,000.00 1SEB 04/19/27 94.82 2,370,585.00 (90,915.00) (106,2(4.68) 2.70 5.10 (CALLA DTD 05/19/2017 3.150%05/19/2027 AMAZON.COM INC(CALLABLE) 023135BR6 850.000.00 CMGRP 04/03/27 90.07 765,606.05 26.114.55 (15.074.39) 2.72 4.88 CORPORATE NOTE DTD 06/03/2020 1.200%06/03/2027 NATIONAL AUSTRALIA BK/NY CORPORATE 63254ABE7 3,000,000.00 IPM_CHA 96.99 2,909,613.00 (64,377.00) (75,069.37) 2.80 5.02 NOTES DTD 06/09/2022 3.905%06/09/2027 BANK OF AMERICA CORP CORP NOTES 06051GIS9 1,100,000.00 ISEB 07/22/26 92.31 1,015,451.80 29,301.80 3,563.17 2.02 4.45 (CALLABL DTD 04/22/2021 1.734%07/22/2027 IBM CORP NOTES(CALLABLE) 459200KT7 2.500.000.00 BNP PAR 06/27/27 97.42 2,435.520.00 (125.535.00) (101.713.65) 2.80 5.07 DTD 07/27/2022 4.150%07/27/2027 TRUIST FINANCIAL CORP NOTES 89788MAC6 300,000.00 ISEB 06/03/27 88.13 264,380.70 3,695.70 (11,050.15) 2.87 5.34 (CALLABLE) DTD 08/03/2020 1.125%08/03/2027 TRUIST FINANCIAL CORP NOTES 89788MA06 1,500,000.00 GOLDMAN 06/03/27 88.13 1,321,903.50 95.608.50 (353.70) 2.87 5.34 (CALLABLE) DTD 08/03/2020 1.125%08/03/2027 INTEL CORP NOTES(CALLABLE) 458140BY5 2,300,0W00 BNP_PAR 07/05/27 96.46 2.218,619.10 (41.222.90) (56.072.18) 2.84 5.00 DTD 08/05/2022 3.750%08/05/2027 TOYOTA MOTOR CREDIT CORP 89236TK13 2,300,000.00 CITIGRP 98.84 2,273,214.20 (2,244.80) (10,840.93) 3.00 4.94 CORPORATE NOTES DTD 09/20/2022 4.550%09/20/2027 TEXAS INSTRUMENTS INC CORP NOTES 882508130 2,300,000.00 MORGAN_ 08/03/27 93.93 2,160.396.90 1.662.90 (43.321.25) 2.97 4.89 (CALLAB DTD 11/03/2017 2.900%11/03/2027 COMCAST CORP NOTES(CALLABLE) 20030NEA5 2,000,000.00 TD 10/15/27 100.99 2,019,786.00 (65.734.00) (39,963.58) 3.05 5.03 DTD 11/07/2022 5,350%11/15/2027 MORGAN STANLEY CORP NOTES 61747YFP5 1,540,000.00 ISEB 04/13/27 100.98 1,555,155.14 7,054.74 7,445.84 2.59 5.36 (CALLABLE) DTD 04/19/2024 5.652%04/13/2028 PFM Asset Management LLC Arcotmt- Page 27 Page 120 pfml asset management Managed Account Fair Market Value & Analytics For the Month Ending ]une 30, 2024 CITY OF RANCHO CUCAMONGA - Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost Duration at Mkt Corporate Note JPMORGAN CHASE&CO CORPORATE 46647PEE2 1,075,(M1).00 MKTX 04122127 100.97 1.085,440.40 7,312.15 7,461.82 2.62 5.29 NOTES(CAL DTD 04/22/2024 5.571%04/22/2028 HERSHEY COMPANY CORP NOTES 427866BHO 2,400,000.00 GOLDMAN 04/04/28 98.22 2,357,330.40 (66,549.60) (60.955.85) 3.50 4.76 CALLABLE DTD 05/04/2023 4.250%05/04/2028 META PLATFORMS INC COPR NOTES 30303M8L9 2,500,000.00 JPM_CHA 04/15/28 99.51 2.487,822.50 (16,827.50) (15,801.15) 3.51 4.74 (CALLABLE) DTD 05/03/2023 4.600%05/15/2028 MERCK&CO INC CORP NOTES CALLABLE 58933YBH7 3,050,000.00 CCTIGRP 04/17/28 97.76 2,981,680.00 (46,146.50) (51,087.47) 3.54 4.69 DTD 05/17/2023 4.050%05/17/2028 AMERICAN HONDA FINANCE CORPORATE 02665WEM9 800.000.00 GOLDMAN 100.30 802.425.60 6.041.60 5,335.46 3.60 5.04 NOTES DTD 07/07/2023 5.125%07/07/2028 JOHN DEERE CAPITAL CORP CORPORATE 24422D(BO 800,000.00 GOLDMAN 100.02 800,164.80 (5,195.20) (4,224.44) 3.63 4.94 NOTES DTD 07/14/2023 4.950%07/14/2028 BMW US CAPITAL LLC CORP NOTES 05%5ECE3 2,700,000.00 BARCLAY 07/11/28 100.03 2,700,909.90 31.311.90 25,986.12 3.63 5.04 (CALLABLE) DTD 08/11/2023 5.050%08/11/2028 CITIBANK NA CORP NOTES(CALLABLE) 17325FBB3 3.400.000.00 GOLDMAN 08/29/28 102.70 3.491.715.00 108.579.00 106,370.24 3.72 5.09 DTD 09/29/2023 5.803%09/29/2028 COOPERAT RABOBANK UA/NY 21688ABC5 2,250,000.00 MIZUHO 98.71 2,221,029.00 (32,121.00) (31,855.12) 4.03 5.12 DTD 01/09/2024 4.800%01/09/2029 CISCO SYSTEMS INC CORPORATE NOTES 17275RBR2 1,620,000.00 CITIGRP 01/26/29 99.92 1,618,623.00 (810.00) (845.02) 4.09 4.87 (CALLA DTD 02/26/2024 4.850%02/26/2029 Security Type Sub-Total 89,540,000.00 86,738,925.55 (1,613,022,90) (1,997,305.56) 2.43 4.91 Certificate of Deposit-FDIC Insured ENERBANK USA 29278TOD5 245,000.00 NEW ACC 99.66 244,161.37 (838.63) (838.63) u.117 5.60 DTD 07/24/2020 0.450%07/24/2024 PFM Asset Management LLC Attuwit-Page 28 Page 121 pfml asset management Managed Account Fair Market Value &Analytics For the Month Ending ]une 30, 2024 CITY OF RANCHO CUCAMONGA -- Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost Duration at Mkt Certificate of Deposit-FDIC Insured CHIPPEWA VALLEY BANK 169894AT9 245,000.00 NEW ACC 95.08 232,936.94 (12.063.06) (12.063.06) 1.08 5.20 DTD 07/29/2020 0.500%07/29/2025 MEDALLION BANK UTAH 58404DH07 245,000.00 NEW ACC 95.12 233,039.10 (11,960.90) (11,960.90) 1.08 5.19 DTD 07/30/2020 0.550%07/30/2025 Security Type Sub-Total 735,000.00 710,137.41 (24,862.59) (24,862.59) 0.74 5.33 DepositCertificate of TORONTO DOMINION BANK NY CERT 891158FR6 1.700,000.00 TD 100.06 1.701,098.44 1,0%.44 1.098.44 0.32 5.54 DEPOS DTD 10/18/2023 6.000%10/16/2024 TORONTO DOMINION BANK NY CERT 89115B6K1 1,000,000.00 TD 100.38 1,003,753.99 3,753.99 3,753.99 1.28 5.20 DEPOS DTD 10/31/2022 5.600%10/27/2025 NATI)GS NY BRANCH CERT DEPOS 63873OP65 2.300.000.00 WELLS_F 100.75 2,317.204.00 17.204.00 17,204.00 2.06 5.24 DTD 09/20/2023 5.610%09/18/2026 CREDIT AGRICOLE CIB NY CERT DEPOS 22536DWD6 3,100,000.00 CREDAG 99.95 3,098,304.30 (1,695.70) (1,695.70) 2.46 4.78 DTD 02/05/2024 4.760%02/01/2027 Security Type Sub-Total 8,100,000.00 8,120,360.73 20,360.73 20,360.73 1.75 5.12 WELLS FARGO BANK NA BANK NOTES 94988J6D4 4,675,(NN).00 MERRILL 07/07/26 100.14 4,681,638.50 9,443.50 8,605.08 1.90 5.37 (CALLABLE DTD 08/09/2023 5.450%08/07/2026 Security Type Sub Total 4,675,000.00 4,681,638.50 9,443.50 8,605.08 1.90 5.37 Asset-Backed Security HART 2021-A A3 44933LAC7 17,372.74 BARCLAY 99.75 17,32899 (41.92) (43.25) 0.04 0.59 DTD 04/28/2021 0.380%09/15/2025 GMCAR 2021-1 A3 36261LAC5 4.121.33 DEUTSCH 99.74 4,110.54 (10.13) (10.61) 0.04 0.55 DM 01120120210.350%10/16/2025 PFM Asset Management LLC Accoun� Page 29 Page122 pfml asset management Managed Account Fair Market Value &Analytics For the Month Ending ]une 30, 2024 CITY OF RANCHO CUCAMONGA -- Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost Duration at Mkt Asset-Backed Security KCOT 2021-2A A3 50117XAE2 305,098.22 MnW 98.42 300,270.68 (4.816.04) (4,823.86) 0.28 1.72 DTD 07/28/2021 0.560%11/17/2025 CARMX 2021-1 A3 14316NAC3 9,255.81 MITSU 99.38 9,198.63 (55.36) (56.64) 0.10 0.77 DTD 01/27/2021 0.340%12/15/2025 HAROT 2021-4 A3 43815GAC3 297,683.66 MERRILL 97.98 291,655.71 (5,965.20) (6,004.44) 0.42 2.20 DTD 11/24/2021 0.880%01/21/2026 CARMX 2021-2 A3 143140ACB 136.948.66 MERRILL 98.91 135.455.71 (1A63.45) (1,482.98) 0.18 1.20 DTD 04/21/2021 0.520%02/17/2026 CARMX 2021-3 A3 14317DAC4 532,349.51 RBC 97.89 521,092.02 (11,169.91) (11,222.42) 0.36 1.65 DTD 07/28/2021 0.550%06/15/2026 VALET 2021-1 A3 92868KAC7 379,790.29 WELLS F 98.18 372,891.67 (6,883,73) (6,892.12) 0.39 1.96 DTD 12/13/2021 1.020%06/22/2026 HART 2022-A A3 448977ADO 942.814.65 MERRILL 98.11 924.982.16 (17.796.19) (17.814.36) 0.50 3.08 DTD 03/16/2022 2.220%10/15/2026 COMET 2021-A3 A3 14041NFY2 1,865,000.00 BARCLAY 98.29 1,833,025.88 (31,717.12) (31,851.08) 0.37 1.78 DTD 11/30/2021 1.D40%11/15/2026 GMCAR 2022-1 A3 380146AC4 305.414.60 BNP_PAR 97.78 298.640.53 (6.747.53) (6.761.D0) 0.51 2.22 DTD 01/19/2022 1.260%11/16/2026 WOART 2024-A A2A 98164RAB2 1,100,000.00 MIZUHO 99.59 1,095,509.80 (4,404.07) (4,413.70) 0.67 5.21 DTD 02/14/2024 5.050%04/15/2027 NAROT 2023-B A3 65480MAD5 650.000.00 MIZUHO 100.96 656,271.53 6,403.48 6,385.10 1.57 5.64 DTD 10/25/2023 5.930%03/15/2028 AMXCA 2023-1 A 025821JZ4 2,000,000.00 MITSU 99.59 1,991,739.80 (3,885.20) (4,704.88) 1.74 4.99 DTD 06/14/2023 4,870%05/15/2028 COMET 2023-Ai A 14041NGD7 2,720,00D.00 MITSU 98.63 2,6B2,605.98 (631.52) (7,908.95) 1.75 4.81 DTD 05/24/2023 4.420%05/15/2028 AMXCA 2023-1 A 02582AZ4 2,720,000.00 M1fSU 99.59 2,708.766.13 (8,790.12) (9,273.88) 1.74 4.99 DTD 06/14/2023 4.870%05/15/2028 BACCT 2023-A1 Al 05522RDGO 3,449,0D0.00 MITSU 99.39 3,428,011.11 (9,671.86) (11,912.16) 1.74 4.96 DTD 06/16/2023 4,790%05/15/2028 DCENT 2023-A2 A 254683CZ6 3,305,000.00 MITSLI 99.57 3,290,927.64 (15,621.58) (15,320.20) 1.82 5.05 DTD 06/28/2023 4.930%06/15/2028 HAROT 2023-4 A3 438123AC5 395,000.00 JPM CHA 100.80 398,153.52 3.223.08 3.214.41 1.76 5.45 DTD 11/08/2023 5.670%06/21/2028 PFM Asset Management LLC Account- Page 30 Page123 pfml asset management Managed Account Fair Market Value & Analytics For the Month Ending ]une 30, 2024 CITY OF RANCHO CUCAMONGA - Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost Duration at Mkt BACCT 2024-Ai A 05522RD34 3.065.000.00 MERRILL 99.95 3.063.334.79 (1.493.26) (1.494.79) 4.31 5.26 DTD 06/13/2024 5.250%05/15/2029 Security Type Sub-Total 24,199,849.47 24,023,972.82 (121,537.63) (132,391.81) 1.76 4.47 Managed Account Sub-Total 391,150,052.42 374,413,389.51 (4,958,243.95) (7,967,765.57) 2.48 4.77 Securities Sub-Total $391,150,052.42 $374,413,389.51 ($4,958,243.95) ($7,967,765.57) 2.48 4.77% Accrued Interest $2,423,195.47 Total Investments $376,836,584.98 PFM Asset Management LLC Accoun� Page 31 Page 124 pfml asset management Managed Account Security Transactions & Interest For the Month Ending ]une 30, 2024 CITY OF RANCHO CUCAMONGA Transaction Type Principal Accrued Realized G/L Realized G/L Sale Trade Settle Security Description CUSIP Par Proceeds Interest Total Cost Amort Cost Method 06/03/24 06/05/24 US TREASURY NOTES 912820009 2,500,000.00 (2,446,093.75) (41.784.00) (2.487,877.75) DTD 12/31/2022 3.875%12/31/2027 06/03/24 06/05/24 US TREASURY NOTES 91282CDW8 2.100.000.00 (1.864,324.22) (12,721.15) (1,877,045.37) DTD 01/31/2022 1.750%01/31/2029 06/03/24 06/05/24 US TREASURY NOTES 91282CEE7 6,300,000.00 (5,742,105.47) (26,981.56) (5,769,087.03) DTD 03/31/2022 2.375%03/31/2029 06/06/24 06/13/24 BACCT 2024-Ai A 05522RD14 3,065,000.00 (3,064,828.05) 0.00 (3,064,828.05) DTD 06/13/2024 5.250%05/15/2029 Transaction Type Sub-Total 13,965,000.00 (13,117,351.49) (81,486.71) (13,198,838.20) 06/01/24 06/25/24 FHMS K506 A2 3137HAMH6 3,475,000.00 0.00 13,465.63 13,465.63 DTD 09/01/2023 4.650%08/01/2028 06/01/24 06/25/24 FHMS K508 A2 3137HAO74 3,000,000.00 0.00 11,850.00 11,850.00 DTD 10/01/2023 4.740%08/01/2028 06/01/24 06/25/24 FHMS K062 A2 3137BUX60 1,710,000.00 0.00 4.863.53 4.863.53 DTD 02/01/2017 3.413%12/01/2026 06/01/24 06/25/24 RIMS K067 A2 3137FAWS3 1,960,000.00 0.00 5,216.87 5,216.87 DTD 09/28/2017 3.194%07/01/2027 06/01/24 06/25/24 FHMS K514 A2 3137HBLV4 1,790,000.00 0.00 6,819.90 6.819.90 DTD 02/01/2024 4.572%12/01/2028 06/01/24 06/25/24 FHMS K507 A2 3137HAMS2 3,000,000.00 0.00 12,000.00 12,000.00 DTD 09/01/2023 4.800%09/01/2028 06/01/24 06/25/24 FHMS K505 A2 3137HA012 3,150,000.00 0.00 12.649.88 12,649.88 DTD 07/01/2023 4.819%06/01/2028 06/01/24 06/25/24 FHMS KJ46Al 3137HAD45 3,196,90C46 0.00 12,726.34 12,726.34 DTD 07/01/2023 4.777%06/01/2028 06/01/24 06/25/24 FHMS K510 A2 3137HB3D4 1,130,000.00 0.00 4,773.31 4,773.31 DTD 11/01/2023 5.069%10/01/2028 06/01/24 06/25/24 FNA 2023-M6 A2 3136BODE6 3,400,000.00 0.00 11,871.67 11,871.67 DTD 07/01/2023 4.190%07/01/2028 06/01/24 06/25/24 FHMS K511 A2 3137HB3G7 1,720,000.00 0.00 6,966.00 6.966.00 DTD 12/01/2023 4.860%10/01/2028 PFM Asset Management LLC Attuu[it- Page 32 Page125 pfml asset management Managed Account Security Transactions & Interest For the Month Ending June 30, 2024 CITY OF RANCHO CUCAMONGA - Transaction Type Principal Accrued Realized G/L Realized G/L Sale Trade Settle Security Description CUSIP Par Proceeds Interest Total Cost Amort Cost Method 06/01/24 06/25/24 FHMS K509 A2 3137HAST4 2,330,000.00 0.00 9,417.08 9,417.08 DTD 10/01/2023 4.850%09/01/2028 06/03/24 06/03/24 MONEY MARKET FUND MONEY0002 0.00 0.00 1,294.89 1.294.89 06/03/24 06/03/24 AMAZON.COM INC(CALLABLE) 02313513116 850,000.00 0.00 5,100.00 5,100.00 CORPORATE NOTE DTD 06/03/2020 1.200%06/03/2027 06/09/24 06/09/24 NATIONAL AUSTRALIA BK/NY 63254ABE7 3,000,000.00 0.00 58,575.00 58,575.00 CORPORATE NOTES DTD 06/09/2022 3.905%06/09/2027 06/15/24 06/15/24 CARMX 2021-3 A3 14317DAC4 591,424.33 0.00 271.07 271.07 DTD 07/28/2021 0.550%06/15/2026 06/15/24 06/15/24 KCOT 2021-2A A3 50117XAE2 353,880.19 0.00 165.14 165.14 DTD 07/28/2021 0.560%11/17/2025 06/15/24 06/15/24 CARMX 2021-2 A3 143140ACB 166,405.96 0.00 72.11 72AI DTD 04/21/2021 0.520%02/17/2026 06/15/24 06/15/24 AMXCA 2023-1 A 025823JZ4 4,720,000.00 0.00 19,155.33 19.155.33 DTD 06/14/2023 4.870%05/15/2028 06/15/24 06/15/24 DCENT 2023-A2 A 254683CZ6 3,305,000.00 0.00 13,578.04 13,578.04 DTD 06/28/2023 4.930%06/15/2028 06/15/24 06/15/24 HART 2021-A A3 44933LAC7 39,468.25 0.00 12.50 12.50 DTD 04/28/2021 0.380%09/15/2025 06/15/24 06/15/24 NATIONAL RURAL UTIL COOP 63743HFE7 445.000.00 0.00 7,676.25 7,676.25 CORPORATE NOTES DTD 05/04/2022 3.450%06/15/2025 06/15/24 06/15/24 BACCT 2023-Al Al 05522RDGO 3,449,000.00 0.00 13,767.26 13,767.26 DTD 06/16/2023 4.790%05/15/2028 06/15/24 06/15/24 US TREASURY NOTES 91282CEUI 1,700.000.00 0.00 24,437.50 24.437-W DTD 06/15/2022 2.875%06/15/2025 06/15/24 06/15/24 NAROT 2023-B A3 65480MAD5 650,000.00 0.00 3,212.08 3,212.08 DTD 10/25/2023 5.930%03/15/2028 06/15/24 06/15/24 CARMX 2021-1 A3 14316NAC3 13,091.48 0.00 3.71 3.71 DTD 01/27/2021 0.340%12/15/2025 06/15/24 06/15/24 WOART 2024-A A2A 98164RAB2 1.100,000.00 0.00 4.629.17 4.629.17 DTD 02/14/2024 5.050%04/15/2027 PFM Asset Management LLC Accoun� Page 33 Page 126 pfml asset management Managed Account Security Transactions & Interest For the Month Ending ]une 30, 2024 CITY OF RANCHO CUCAMONGA - Transaction Type Principal Accrued Realized G/L Realized G/L Sale Trade Settle Security Description CUSIP Par Proceeds Interest Total Cost Amort Cost Method 06/15/24 06/15/24 HART 2022-A A3 448977ADO 1,027,812.65 0.00 1,901.45 1,901.45 DTD 03/16/2022 2.220%10/15/2026 06/15/24 06/15/24 COMET 2021-A3 A3 14041NFY2 1.865.000.00 0.00 1,616.33 1.616.33 DTD 11/30/2021 1.040%11/15/2026 06/15/24 06/15/24 COMET 2023-Al A 14041NGD7 2,720,000.00 0.00 10,018.67 10,018.67 DTD 05/24/2023 4.420%05/15/2028 06/16/24 06/16/24 GMCAR 2021-1 A3 36261LAC5 15,653.37 0.00 4.57 4.57 DTD 01/20/2021 0.350%10/16/2025 06/16/24 06/16/24 GMCAR 2022-1 A3 380146AC4 334,334.18 0.00 351.05 351.05 DTD 01/19/2022 1.260%11/16/2026 06/17/24 06/17/24 FANNIE MAE NOTES 3135G04Z3 7.895,000.00 0.00 19,737.50 19.737.50 DTD 06/19/2020 0.500%06/17/2025 06/18/24 06/18/24 TOYOTA MOTOR CREDIT CORP 89236TIK2 1,105,000.00 0.00 6,215.63 6,215.63 CORPORATE NOTES DTD 06/18/2021 1.125%06/18/2026 06/20/24 06/20/24 VALET 2021-1 A3 92868KAC7 428,513.56 0.00 364.24 364.24 DTD 12/13/2021 1.020%06/22/2026 06/21/24 06/21/24 HAROT 2021-4 A3 43815GAO 332.574.88 0.00 243.89 243.89 DTD 11/24/2021 0.880%01/21/2026 06/21/24 06/21/24 HAROT 2023-4 A3 438123AC5 395,000.00 0.00 1,866.38 1,866.38 DTD 11/08/2023 5.670%06/21/2028 06/21/24 06/21/24 HAROT 2021-1 A3 43813GAC5 1.066.79 0.00 0.24 0.24 DTD 02/24/2021 0.270%04/21/2025 06/24/24 06/24/24 ENERBANK USA 29278TOD5 245,000.00 0.00 93.64 93.64 DTD 07/24/2020 0.450%07/24/2024 06/29/24 06/29/24 CHIPPEWA VALLEY BANK 169894AT9 245,000.00 0.00 104.04 104.04 DTD 07/29/2020 0.500%07/29/2025 06/30/24 06/30/24 US TREASURY NOTES 91282CDO1 1.625,000.00 0.00 10,156.25 10,156.25 DTD 12/31/2021 1.250%12/31/2026 06/30/24 06/30/24 US TREASURY NOTES 91282CCH2 3,375,000.00 0.00 21,093.75 21,093.75 DTD 06/30/2021 1.250%06/30/2028 06/30/24 06/30/24 US TREASURY NOTES 91282CGC9 5.000,000.00 0.00 96.875.00 96,875.00 DTD 12/31/2022 3.875%12/31/2027 PFM Asset Management LLC Attui,i[it - Page 34 Page 127 pfml asset management Managed Account Security Transactions & Interest For the Month Ending ]une 30, 2024 CITY OF RANCHO CUCAMONGA -- Transaction Type Principal Accrued Realized GIL Realized GIL Sale Trade Settle Security Description CUSIP Par Proceeds Interest Total cost Amort Cost Method 06/30/24 06/30/24 MEDALLION BANK UTAH 58404DH07 245,000.00 0.00 114.45 114.45 DTD 07/30/2020 0.550%07/30/2025 06/30/24 06/30/24 US TREASURY NOTES 91282CHLB 3,520.000.00 0.00 81,400.00 81.400.00 DTD 06/30/2023 4.625%06/30/2025 06/30/24 06/30/24 US TREASURY NOTES 912828YX2 3,520,000.00 0.00 30,800.00 30,800.00 DTD 12/31/2019 1.750%12/31/2026 06/30/24 06/30/24 US TREASURY NOTES 91282CBC4 3,225,000.00 0.00 6,046.88 6,046.88 DTD 12/31/2020 0.375%12/31/2025 Transaction Type Sub-Total 87,365,130.10 0.00 553,514.22 553,574.22 06/01/24, 06/25/24 FHMS K146 Al 3137HAD45 1,701.51 1,701.51 0.00 1,701.51 0.04 0.00 DTD 07/01/2023 4.777%06/01/2028 06/15/24 06/15/24 HART 2022-A A3 448977ADO 84,998.00 84,998.00 0.00 84,998.00 3.27 0.00 DTD 03/16/2022 2.220%10/15/2026 06/15/24 06/15/24 HART 2021-A A3 44933LAC7 22.095.51 22.095.51 0.00 22.095.51 2.32 0.00 DTD 04/28/2021 0.380%09/15/2025 06/15/24 06/15/24 CARMX 2021-2 A3 14314QACB 29,457.30 29,457.30 0.00 29,457.30 6.35 0.00 DTD 04/21/2021 0.520%02/17/2026 06/15/24 06/15/24 CARMX 2021-3 A3 14317DAC4 59.074.82 59.074.82 0.00 59.074.82 9.72 0.00 DTD 07/28/2021 0.550%06/15/2026 06/15/24 06/15/24 CARMX 2021-1 A3 14316NAC3 3,835.67 3.835.67 0.00 3,835.67 0.76 0.00 DTD 01/27/2021 0.340%12/15/2025 06/15/24 06/15/24 KCOT 2021-2A A3 50117XAE2 48.781.97 48,781.97 0.00 48.781.97 1.84 0.00 DTD 07/28/2021 0.560%11/17/2025 06/16/24 06/16/24 GMCAR 2022-1 A3 380146AC4 28,919.58 28,919.58 0.00 28,919.58 2.51 0.00 DTD 01/19/2022 1.260%11/16/2026 06/16/24 06/16/24 GMCAR 2021-1 A3 36261LAC5 11,532.04 11,532.04 0.00 11,532.04 1.83 0.00 DTD 01/20/2021 0.350%10/16/2025 06/20/24 06/20/24 VALET 2021-1 A3 92868KAC7 48,723.27 48,723.27 0.00 48,723.27 1.91 0.00 DTD 12/13/2021 1.020%06/22/2026 06/21/24 06/21/24 HAROT 2021-4 A3 43815GAC3 34.891.22 34,891.22 0.00 34,891.22 7.36 0.00 DTD 11/24/2021 0.880%01/21/2026 PFM Asset Management LLC Account-Page 35 Page 128 pfml asset management Managed Account Security Transactions & Interest For the Month Ending ]une 30, 2024 CITY OF RANCHO CUCAMONGA -- Transaction Type Principal Accrued Realized GIL Realized GIL Sale Trade Settle Security Description CUSIP Par Proceeds Interest Total Cost Amort Cost Method 06/21/24 06/21/24 HAROT 2021-1 A3 43813GAC5 1,066.79 1,066.79 n.W 1,066.79 0.02 0.00 DTD 02/24/2021 0.270%04/21/2025 Transaction Type Sub-Total 375,077.68 375,077.68 0.00 375,077.68 37.93 0.00 06/03/24 06/05/24 WALMART INC CORP NOTES 931142EX7 2,000,000.00 1,952,480.00 18.872.22 1,971,352.22 (49,360.00) (48,712.40) FIFO (CALLABLE) DTD 09/09/2022 3.950%09/09/2027 06/03/24 06/05/24 US TREASURY NOTES 9128284RS 4,250,000.00 4,156,699.22 1,669.23 4,158,368.45 52,792.97 (13,613.281 FIFO DTD 05/31/2018 2.875%05/31/2025 06/03/24 06105/24 TARGET CORP CORP NOTES 87612EBM7 355,000.00 330.767.70 2.692.08 333,459.78 (23.628.80) (23,915.44) FIFO (CALLABLE) DTD 01/24/2022 1.950%01/15/2027 06/03/24 06/05/24 US TREASURY NOTES 912828ZL7 2,100,000.00 2,011,898.44 770.38 2,012,668.82 (30,105.471 (72,319.33) FIFO DTD 04/30/2020 0.375%04/30/2025 06/03/24 06/05/24 HONEYWELL INTERNATIONAL 438516CE4 1,600,000.00 1,447,920.00 4.595.56 1.452.515.56 (63,984.00) (103.724.01) FIFO (CALLABLE)CORP DTD 08/16/2021 1.100%03/01/2027 06/06/24 06/07/24 US BANK NA CINCINNATI(CALLABLE) 90331HPL1 2,000,000.00 1,956,260.00 15,488.89 1,971,748.89 (156,100.00) (58,363.21) FIFO CORPORA DTD 01/21/2020 2.050%01/21/2025 Transaction Type Sub-Total 12,305,000.00 11,856,025.36 44,088.36 11,900,113.72 (270,385.30) (320,647.67) Managed Account Sub-Total (886,248.45) 516,175.87 (310,012.58) (270,347.37) (320,647.67) Total Security Transactions ($886,248.45) $516,175.87 ($370,072.58) ($270,347.37) ($320,647.67) PFM Asset Management LLC Account-page 36 Page 129 City of Rancho Cucamonga Summary of Cash and Investments with Fiscal Agents For the Month Ended 6/30/2024 Trustee and/or Purchase Maturity Cost Bond Issue/Description Paving Agent Account Name Trust Account# Fund Investment Date Date* Yield Value CFD 2003-01 Improvement Area 1(2013) Wells Fargo Reserve Fund 865 Money Market Fund 9/1/2013 N/A 0.01% $ 1,440,041.78 Agency Project 864 Money Market Fund 9/1/2013 N/A 0.01% $ 84,159.27 Cultural Center Fund 864 Money Market Fund 9/1/2013 N/A 0.01% $ 207,493.85 Bond Fund 864 Money Market Fund 9/1/2013 N/A 0.01% $ 895.20 Developer Project 864 Money Market Fund 9/1/2013 N/A 0.01% $ 106,094.49 Special Tax 864 Money Market Fund 9/1/2013 N/A 0.01% $ 36,364.39 $ 1,875,048.98 CFD 2003-01 Improvement Area 2(2013) Wells Fargo Bond Fund 866 Money Market Fund 12/1/2013 N/A 0.01% $ 141.19 Reserve Fund 867 Money Market Fund 12/1/2013 N/A 0.01% $ 134,627.85 Special Tax Fund 866 Money Market Fund 12/1/2013 N/A 0.01% $ 3,414.92 $ 138,183.96 CFD No 2004-01 Rancho Etiwanda Series Wells Fargo Admin Expense Fund Money Market Fund N/A 0.01% $ - Bond Fund 820 Money Market Fund N/A 0.01% 1,672.91 Reserve Fund 821 Money Market Fund N/A 0.01% 1,205,593.43 Special Tax Fund 820 Money Market Fund N/A 30,682.22 Project Fund 820 Money Market Fund N/A 48,650.29 $ 1,286,598.85 2014 Rancho Summit Wells Fargo Cost of Issuance Fund Money Market Fund N/A $ - Bond Fund 858 Money Market Fund N/A 320.99 Reserve Fund 859 Money Market Fund N/A 263,696.34 Sepcial Tax Fund 858 Money Market Fund N/A 6,699.23 Rebate Fund Money Market Fund N/A - Redemption Fund Money Market Fund N/A Prepayment Fund Money Market Fund N/A - $ 270,716.56 CFD No.2000-01 South Etiwanda Union Bank Rancho Cucamonga 2015 CFD2000-1 AGY 7/30/2015 N/A $ - Special Tax Fund 852 Money Market Fund 7/30/2015 N/A 4.56 Bond Fund 852 Money Market Fund 7/30/2015 N/A 3.38 Prepayment Fund Money Market Fund 7/30/2015 N/A - Reserve Fund 853 Money Market Fund 7/30/2015 N/A 0.00% 24,325.24 $ 24,333.18 CFD No.2000-02 Rancho Cucamonga Corporate Park Union Bank Rancho Cucamonga 2015 CFD2000-2 AGY Money Market Fund 7/30/2015 N/A $ - Special Tax Fund 856 Money Market Fund 7/30/2015 N/A $ 35.41 Bond Fund 856 Money Market Fund 7/30/2015 N/A $ 34.37 Prepayment Fund Money Market Fund 7/30/2015 N/A $ - Reserve Fund 857 Money Market Fund 7/30/2015 N/A 0.00% 223,364.48 $ 223,434.26 CFD No.2001-01 IA 1&2,Series A Union Bank Rancho Cucamonga 2015 CFD2001-1 AGY Money Market Fund 7/30/2015 N/A $ - Special Tax Fund 860 Money Market Fund 7/30/2015 N/A 163.36 Bond Fund 860 Money Market Fund 7/30/2015 N/A 154.25 1.-WINANCBSALINAIFiscal Agent StmtsWY 2023-241 Fiscal Agent Statements Workbook 23-24.xlsx Summary Report Pagel Page 130 City of Rancho Cucamonga Summary of Cash and Investments with Fiscal Agents For the Month Ended 6/30/2024 Trustee and/or Purchase Maturity Cost Bond Issue/Description Paving Agent Account Name Trust Account# Fund Investment Date Date` Yield Value Prepayment Fund Money Market Fund 7/30/2015 N/A Reserve Fund 861 Money Market Fund 7/30/2015 N/A 0.00% 324,555.60 $ 324,873.21 CFD No.2001-01 IA3,Series B Union Bank Rancho Cucamonga 2015 CFD2001-1 AGY Money Market Fund 7/30/2015 N/A $ - Special Tax Fund 862 Money Market Fund 7/30/2015 N/A 15.82 Bond Fund 862 Money Market Fund 7/30/2015 N/A 14.92 Prepayment Fund Money Market Fund 7/30/2015 N/A - Reserve Fund 863 Money Market Fund 7/30/2015 N/A 0.00% 31,510.80 $ 31,541.54 CFD No.2006-01 Vintner's Grove Union Bank Rancho Cucamonga 2015 CFD2006-1 AGY Money Market Fund 7/30/2015 N/A $ - Special Tax Fund 869 Money Market Fund 7/30/2015 N/A 116.71 Bond Fund 869 Money Market Fund 7/30/2015 N/A 109.76 Prepayment Fund Money Market Fund 7/30/2015 N/A - Reserve Fund 870 Money Market Fund 7/30/2015 N/A 0.00% 138,277.70 $ 138,504.17 CFD No.2006-02 Amador on Rt.66 Union Bank Rancho Cucamonga 2015 CFD2006-2 AGY Money Market Fund 7/30/2015 N/A $ - Special Tax Fund 871 Money Market Fund 7/30/2015 N/A 69.15 Bond Fund 871 Money Market Fund 7/30/2015 N/A 65.05 Prepayment Fund Money Market Fund 7/30/2015 N/A - Reserve Fund 872 Money Market Fund 7/30/2015 N/A 0.00% 83,701.90 $ 83,836.10 TOTAL CASH AND INVESTMENTS WITH FISCAL AGENTS $ 4,397,070.81 *Note: These investments are money market accounts which have no stated maturity date as they may be liquidated upon demand. 1.-WINANCBSALINAIFiscal Agent StmtsWY 2023-241 Fiscal Agent Statements Workbook 23-24.xlsx Summary Report Pagel Page 131 Rancho Cucamonga Fire Protection District Portfolio Summary RANCHO July 31, 2024 CUCAMONGA Cash Dividends Closing Portfolio Holdings and Income Market Value PFM Managed Account $ 102,159.38 $ 62,082,984.08 PFM Cash Balance - 254,254.20 CAMP Pool - 27,880,432.17 State Pool - 140,869.95 Passbook/Checking Accounts - 3,349,910.03 Total $ 102,159.38 $ 93,708,450.43 I certify that this report accurately reflects all District pooled investments and is in conformity with the investment policy adopted June 27, 2024. A copy of the investment policy is available in the Finance Department. The Investment Program herein shown provides sufficient cash flow liquidity to meet the next six months' estimated expenditures. mlisl2� Elisa x, Treasurer t Date ATTACHMENT 2 Page132 pfml asset management Account Statement Consolidated Summary Statement For the Month Ending July 31, 2024 RANCHO CUCAMONGA FIRE PROTECTION DISTRICT Portfolio Summary Investment Allocation Cash Dividends Closing Portfolio Holdings and Income Market Value Investment Type Closing Market Value Percent PFMAM Managed Account 102,159.38 62,082,984.08 Asset-Backed Security 4,513,834.48 4.83 CAMP Pool 0.00 27,880,432.17 Corporate Note 13,535,659.46 14.48 Local Agency Investment Fund 0.00 140,869.95 Bank Note 885,539.38 0.95 Passbook/Checking Accounts 0.00 3,349,910.03 Certificate of Deposit 1,499,813.70 1.60 Certificate of Deposit-FDIC Insured 234,525.27 0.25 Total $102,159.38 $93,454,196.23 Federal Agency Commercial Mortgage-Backed Sep 5,196,695.11 5.56 Supra-National Agency Bond/Note 2,016,175.97 2.16 U.S.Treasury Bond/Note 34,200,740.71 36.61 CAMP Pool 27,880,432.17 29.83 Local Agency Investment Fund 140,869.95 0.15 Passbook/Checking Accounts 3,349,910.03 3.58 Total 93 454 196.23 100.000/0 Holdings)Maturity Distribution (Fixed Income Portfolio Holdings Closing Market Value Percent Passbook/CheckingCo ornate Note Under 30 days 31,371,212.15 33.57 Accounts �� Bank Note 3.58% \S'SN" 0.95% 31 to 60 days 0.00 0.00 \\�\\\\ Cert of Deposit Local Agency 'A' WIN 61 to 90 days 0.00 0.00 Investment Fun ��NNNSSNN \\\\\\\\\\\ 1.60% 91 to 180 days 1,659,896.88 1.78 0.15% ���������*�� Cert of Deposit- CAMP Pod �N�� ������C�� 181 days to 1 year 1,955,540.90 2.09 \\\\\\\\\\\\\\ FDIC 29.83% \\\\\\\\\\\\\\ 1 to 2 years 14 861 984.47 15.90 \N\\\\\\\\\\\\ 0.25% \�i���e�����\ Federal Agency 2 to 3 years 14,295,950.08 15.30 �S����\ Commercial \i\\3 to 4 years 15,885,188.80 17.00 ortgage-Backed Security 4 to 5 years 13,424,422.95 14.36 5.56% Over 5 years 0.00 0.00 Supra-National Agency Bond/Note Total $93,454,196.23 100.000/0 2.16% US TSY Bond/Note Weighted Average Days to Maturity 682 36.61% PFM Asset Management LLC Summary Page 1 Page 133 pfml asset management Managed Account Summary Statement For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST - Cash T ansactions Summary- Managed Account Opening Market Value $61,263,353.36 Maturities/Calls 245,090.62 Maturities/Calls Sale Proceeds 1,270,451.62 (26 , 2. ) Coupon/Interest/Dividend Income 115,228.40 Principal Dispositions (1,264,392.06) Principal Payments 18,562.93 Principal Acquisitions 1,626,113.69 Unsettled Trades 0.00 Security Purchases (1,637,875.48) Net Cash Contribution 0.00 Change in Current Value 721,472.02 Reconciling Transactions 0.00 dosing Market Value $62,082,984.08 ManagedEarnings Reconciliation (Cash Basis) - . Interest/Dividends/Coupons Received 121,378.58 Closing Cash Balance $254,254.20 Less Purchased Interest Related to Interest/Coupons (11,761.79) Plus Net Realized Gains/Losses (7,457.41) Total Cash Basis Earnings $102,159.38 Earnings Reconciliation (Accrual Basis) Tota I Ending Amortized Value of Securities 62,667,487.44 Ending Accrued Interest 437,334.01 Plus Proceeds from Sales 1,270,451.62 Plus Proceeds of Maturities/Calls/Principal Payments 263,653.55 Plus Coupons/Dividends Received 115,228.40 Less Cost of New Purchases (1,637,875.48) Less Beginning Amortized Value of Securities (62,540,927.49) Less Beginning Accrued Interest (395,215.81) Total Accrual Basis Earnings $180,136.24 PFM Asset Management LLC Account- Page i Page134 pfml asset management Portfolio Summary and Statistics For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST -- Sector Allocation Description Par Value Market Value Percent ABS U.S.Treasury Bond/Note 35,865,000.00 34,200,740.71 55.08 7.27% Supra-National Agency Bond/Note 2,115,000.00 2,016,175.97 3.25 Bank Note e 1.43% Federal Agency Commercial 5,190,884.74 5,196,695.11 8.37 Cert of Deposit Mortgage-Backed Security 2.42% Corporate Note 13,805,000.00 13,535,659.46 21.80 Cert of Deposit- Certificate of Deposit-FDIC Insured 245,000.00 234,525.27 0.38 FDIC 0.38% Certificate of Deposit 1,490,000.00 1,499,813.70 2.42 Corporate Note Bank Note 875,000.00 885,539.38 1.43 21.80% Asset-Backed Security 4,50B,275.58 4,513,834.48 7.27 Federal Agency Managed Account Sub-Total 64,094,160.32 62,082,984.08 100.00% Commercial ortgage-Backed Accrued Interest 437,334.01 Security Total Portfolio 64,094,160.32 62,520,318.09 8.37% Supra-National US TSY Bond/Note Agency Bond/Note 55.08% 3.25% Unsettled Trades 0.00 0.00 Maturity Distribution Characteristics 23.94% 25.59% Yield to Maturity at Cost 3.74% 23.03% 21.62% Yield to Maturity at Market 4.44% Weighted Average Days to Maturity 1026 2.67% 3.15% 0.00% 0-6 Months 6-12 Months 1-2 Years 2-3 Years 3-4 Years 4-5 Years Over 5 Years PFM Asset Management LLC Account- Page 2 Page 135 pfml asset management Managed Account Issuer Summary For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST - Credit Quality(S&P Ratings) Market Value Issuer of Holdings Percent A AMAZON.COM INC 745,486.98 1.20 NR 4.60% AMERICAN EXPRESS CO 1,473,400.38 2.37 0.74% A+ AMERICAN HONDA FINANCE 491,501.10 0.79 BBB+ 8.59% 2.10% A- ASTRAZENECA PLC 141,036.00 0.23 AAA 7.02% BANK OF AMERICA CO 1,667,767.35 2.69 10.16% `i c AA BMW FINANCIAL SERVICES NA LLC 456,378.30 0.74 AA- c�' 1.52% CAPITAL ONE FINANCIAL CORP 689,679.92 1.11 1.81% CHARLES SCHWAB 282,340.50 0.45 CISCO SYSTEMS INC 274,706.91 0.44 CITIGROUP INC 935,963.42 1.51 COMCAST CORP 435,196.60 0.70 CREDIT AGRICOLE SA 589,663.17 0.95 DEERE&COMPANY 186,839.60 0.30 DISCOVER FINANCIAL SERVICES 626,606.63 1.01 AA+ 63.46% FANNIE MAE 592,490.33 0.95 FREDDIE MAC 4,604,204.78 7.41 GM FINANCIAL CONSUMER AUTOMOBILE TRUST 28,871.37 0.05 GOLDMAN SACHS GROUP INC 758,433.42 1.22 HERSHEY COMPANY 422,965.53 0.68 HONDA AUTO RECEIVABLES 100,613.69 0.16 HONEYWELL INTERNATIONAL 257,254.48 0.41 HYUNDAI AUTO RECEIVABLES 87,796.55 0.14 IBM CORP 264,195.38 0.43 INTEL CORPORATION 424,606.55 0.68 INTL BANK OF RECONSTRUCTION AND DEV 2,016,175.97 3.25 IP MORGAN CHASE&CO 464,511.87 0.75 MEDALLION BANK UTAH 234,525.27 0.38 MERCK&CO INC 470,769.18 0.76 META PLATFORMS INC 454,039.20 0.73 MORGAN STANLEY 457,267.65 0.74 NATIONAL AUSTRALIA BANK LTD 393,325.60 0.63 NATIONAL RURAL UTILITIES CO FINANCE CORP 157,915.55 0.25 PFM Asset Management LLC Account- Page 3 Page136 pfml asset management Managed Account Issuer Summary For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST -- A Market Value Issuer of Holdings Percent NATIXIS NY BRANCH 406,212.00 0.65 NISSAN AUTO RECEIVABLES 121,809.04 0.20 NORTHERN TRUST 394,380.00 0.64 PNC FINANCIAL SERVICES GROUP 263,756.90 0.42 RABOBANK NEDERLAND 372,744,29 0.60 STATE STREET CORPORATION 593,383.65 0.96 TEXAS INSTRUMENTS INC 381,839.20 0.62 THE BANK OF NEW YORK MELLON CORPORATION 432,006.85 0.70 TORONTO-DOMINION BANK 503,938.53 0.81 TOYOTA MOTOR CORP 1,028,097.04 1.66 TRUIST FIN CORP 606,934.42 0.98 UNITED STATES TREASURY 34,200,740.71 55.08 UNITEDHEALTH GROUP INC 308,338.70 0.50 VOLKSWAGEN OF AMERICA 33,951.52 0.05 WAL-MART STORES INC 198,165,40 0.32 WELLS FARGO&COMPANY 885,539,38 1.43 WORLD OMNI AUTO RFC TRUST 164,617.22 0.27 Total $62,082,984.08 100.000/0 PFM Asset Management LLC Aaount- Page Page137 pfml asset management Managed Account Detail of Securities Held For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST -- Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Dated Date/Coupon/Maturity CUSIP Par Rating Rating Date Date Cost at Cost Interest Cost Value U.S.Treasury Bond / Note US TREASURY NOTES 91282CDS7 1.690.000.00 AA+ Aaa 04/21/22 04/22/22 1,611,639.46 2.90 878.29 1,676.900.69 1,659,8%.88 DTD 01/15/2022 1.125%01/15/2025 US TREASURY NOTES 91282CEOD 800,000.00 AA+ Aaa 01/04/23 01/06/23 773,000.00 4.27 4.663.04 790.989.53 786.750.00 DTD 05/15/2022 2.750%05/15/2025 US TREASURY NOTES 91282CEOD 950,000.00 AA+ Aaa 07/05/22 07/07/22 947.439.46 2.85 5.537.37 949,295.42 934.265.63 DTD 05/15/2022 2.750%05/15/2025 US TREASURY NOTES 91282CAJO 2.045,000.00 AA+ Aaa 01/06/2-2 01/07/22 1,968,152.73 1.31 2,139.47 2,022,211.21 1,949,779.69 DTD 08/31/2020 0.250%08/31/2025 US TREASURY NOTES 9120285OU 450,000.00 AA+ Aaa 05/18/23 05/22/23 439,312.50 4.07 4.536.89 444,730.64 441,562.50 DTD 10/01/2018 3.000%09/30/2025 US TREASURY NOTES 912820138 800,000.00 AA+ Aaa 12/04/23 12/05/23 803,687.50 4.73 13,442.62 802.394.70 802,875.04 DTD 09/30/2023 5.000%09/30/2025 US TREASURY NOTES 91282CAT8 500,000.00 AA+ Aaa 10/27/22 10/31/22 443,378.91 4.31 315.90 476.442.32 473.750.00 DTD 10/31/2020 0.250%10/31/2025 US TREASURY NOTES 91282CAT8 1,000,000.00 AA+ Aaa 05/12/22 05113/22 916,132.81 2.81 631.79 969.815.75 947.500.00 DTD 10/31/2020 0.250%10/31/2025 US TREASURY NOTES 91282CAZ4 1,345.000.00 AA+ Aaa 06/01/22 06/03/22 1,236.244.14 2.82 854.41 1.303.577.31 1.272,916.34 DTD 11/30/2020 0,375%11/30/2025 US TREASURY NOTES 91282CBH3 200,000.00 AA+ Aaa 09/01/21 09/03/21 197,164.06 0.70 2.04 199,035.32 188,156.24 DTD 01/31/2021 0.375%01/31/2026 US TREASURY NOTES 9128286F2 500,000.00 AA+ Aaa 05/12/22 05/13/22 494,335.94 2.82 5,230.98 497,647.80 485,156.25 DTD 02/28/2019 2.500%02/28/2026 US TREASURY NOTES 91282CGV7 800,000.00 AA+ Aaa 04/01/24 04/03/24 785,187.50 4.72 8,852.46 787.583.05 791,750.00 DTD 04/15/2023 3.750%04/15/2026 US TREASURY NOTES 91282CBM 700,000.00 AA+ Aaa 05/25/21 05/27/21 698,660.16 0.79 1.326.77 699.525.58 657.781.25 DTD 04/30/2021 0,750%04/30/2026 US TREASURY NOTES 9128281136 600,000.00 AA+ Aaa 03/03/22 03/07/22 596,554.69 1.77 2,066.58 598.531.80 571,968.72 DTD 05/16/2016 1.625%05/15/2026 PFM Asset Management LLC Account- Page 5 Page 138 pfml asset management Managed Account Detail of Securities Held For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST -- Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Dated Date/Coupon/Maturity CUSIP Par Rating Rating Date Date Cost at Cost Interest Cost Value U.S.Treasury Bond / Note US TREASURY NOTES 9128286X3 5500W.W AA+ Aaa 07/26/21 07/28/21 587.318.36 0.70 1.979.85 564.099.92 528.773.41 DTD 05/31/2019 2.125%05/31/2026 US TREASURY NOTES 91282CC38 600,000.00 AA+ Aaa 01/06/22 01/07/22 585.468.75 1.44 456.52 593,796.44 562.593.72 DTD 06/30/2021 0.875%06/30/2026 US TREASURY NOTES 9128282A7 1,000,000.00 AA+ Aaa 04/21/22 04/22/22 939,023.44 3.02 6,923.08 971,214.11 946,406.20 DTD 08/15/2016 1.500%08/15/2026 US TREASURY NOTES 91282CCZ2 1,500,000.00 AA+ Aaa 05/12/22 05/13/22 1.379.472.66 2.84 4.410.86 1.440.526.80 1.397.578.20 DTD 09/30/2021 0.875%09/30/2026 US TREASURY NOTES 91282CDG3 310,000.00 AA+ Aaa 11/01/21 11/03/21 308.595.31 1.22 881.35 309367.39 289,656.25 DTD 10/31/2021 1,125%10/31/2026 US TREASURY NOTES 91282CDG3 1.000.000.00 AA+ Aaa 11/17/21 11/18/21 993.945.31 1.25 2,843.07 997.250.61 934.375.00 DTD 10/31/2021 1.125%10/31/2026 US TREASURY N/B NOTES 91282CJT9 575,000AX) AA+ Aaa 07/01/24 07/02/24 565.948.24 4.67 1,062.50 566,224.39 572,753.94 DTD 01/15/2024 4.000%01/15/2027 US TREASURY NOTES 91282SV98 700,000.00 AA+ Aaa 08/01/22 08/03/22 686,054.69 2.72 7,269.23 692.189.95 668,390.66 DTD 02/15/2017 2.250%02/15/2027 US TREASURY NOTES 912828ZB9 700,000.00 AA+ Aaa 09/05/2-3 09/08/23 623,792.97 4.54 3,295.52 643,490.30 648,921.84 DTD 02/29/2020 1.125%02/28/2027 US TREASURY NOTES 912828X88 750,000.00 AA+ Aaa 08/22/22 08/24/22 722,548.83 3.22 3,775.48 733.815.74 715,898.40 DTD 05/15/2017 2.375%05/15/2027 US TREASURY NOTES 91282CFB2 500.000.00 AA+ Aaa 01/04/2-3 01/06/23 475.625.00 3.93 37.36 484.003.45 481.406.25 DTD 07/31/2022 2.750%07/31/2027 US TREASURY NOTES 91282CFMB 1.000.000.00 AA+ Aaa 05/03/23 05/08/23 1.027.031.25 3.46 13.862.70 1.019.440.28 1.002.500.00 DTD 09/30/2022 4.125%09/30/2027 US TREASURY NOTES 91282CAU5 500,000.00 AA+ Aaa 01/04/23 01/06/23 425,820.31 3.91 631.79 449,984.59 446,640.60 DTD 10/31/2020 0.500%10/31/2027 US TREASURY NOTES 9128283E5 825.000.00 AA+ Aaa 01/25/23 01/30/23 776,950.20 3.58 3,934.44 792.024.11 779,625.00 DTD 11/15/2017 2.250%11/15/2027 PFM Asset Management LLC Account- Page 6 Page 139 pfml asset management Managed Account Detail of Securities Held For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST -- Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Dated Date/Coupon/Maturity CUSIP Par Rating Rating Date Date Cost at Cost Interest Cost Value U.S.Treasury Bond / Note US TREASURY NOTES 91282CB39 825,000.00 AA+ Aaa 11/03/23 11/06/23 701.991.21 4.67 16.81 723.380.59 737.859.38 DTD 01/31/2021 0.750%01/31/2028 US TREASURY NOTES 9128283W8 1.000,000.00 AA+ Aaa 04/05/23 04/06/23 973.671.88 3.34 12.692.31 980,832.06 957.968.80 DTD 02/15/2018 2.750%02/15/2028 US TREASURY NOTES 91282CBS9 500,000.00 AA+ Aaa 07/05/23 07/07/23 436,171.88 4.26 2,100.41 450,606.12 453,359.40 DTD 03/31/2021 1.250%03/31/2028 US TREASURY NOTES 91282CBS9 500.000.00 AA+ Aaa 10/02/23 10/04/23 429,921.88 4.75 2.100.41 442.826.51 453.359.40 DTD 03/31/2021 1.250%03/31/2028 US TREASURY NOTES 91282CBZ3 1,150.000.00 AA+ Aaa 06/01/23 06/05/23 1,021,343.75 3.77 3,632.81 1,051,729.90 1.040,750.00 DTD 04/30/2021 1,250%04/30/2028 US TREASURY NOTES 91282CCH2 825,000.00 AA+ Aaa 11/03/23 11/06/23 708,500.98 4.66 896.74 726.956.95 743.789.06 DTD 06/30/2021 1.250%06/30/2028 US TREASURY NOTES 91282CCRO 725,000.00 AA+ Aaa 01/03/24 01/05/24 634.601.56 4.01 19.70 645,921.68 645,703.13 DTD 07/31/2021 1.000%07/31/2028 US TREASURY NOTES 91282CIAD 980,000.00 AA+ Aaa 12/04/23 12/05/23 995,197.66 4.27 15,232.17 993.307.10 1,004,193.75 DTD 09/30/2023 4.625%09/30/2028 US TREASURY NIB NOTES 91282CIF9 700,000.00 AA+ Aaa 02/01/24 02/05/24 731,308.59 3.83 8,623.98 728.345.59 724,609.34 DTD 10/31/2023 4.875%10/31/2028 US TREASURY NOTES 9128285MB 710,000.00 AA+ Aaa 03/04/24 03/06/24 676.413.67 4.25 4,702.79 679.312.08 686,259.38 DTD 11/15/2018 3.125%11/15/2028 US TREASURY N/B NOTES 91282C]R3 1.575,000.00 AA+ Aaa 04/01/24 04/03/24 1,534.517.58 4.36 5,135.87 1.537.065.01 1.562.203.13 DTD 12/31/2023 3.750%12/31/2028 US TREASURY NOTES 91282CDW8 275.000.00 AA+ Aaa 06/03/24 06/05/24 244.137.70 4.45 13.08 245.171.89 250.207.05 DTD 01/31/2022 1.750%01/31/2029 US TREASURY NOTES 91282CDW8 550,000.00 AA+ Aaa 02/01/24 02/05/24 498,738.28 3.82 26.15 503,746.29 500,414.09 DTD 01/31/2022 1.750%01/31/2029 US TREASURY NOTES 9128286B1 1,275.000.00 AA+ Aaa (15102/24 05/06/24 1.167,123.05 4.62 15.447.12 1.172.498.36 1.204.675.85 DTD 02/15/2019 2.625%02/15/2029 PFM Asset Management LLC Account- Page 7 Page 140 pfml asset management Managed Account Detail of Securities Held For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST -- Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Dated Date/Coupon/Maturity CUSIP Par Rating Rating Date Date Cost at Cost Interest Cost Value U.S.Treasury Bond / Note US TREASURY NOTES 91282CEE7 1.200.000.00 AA+ Aaa 06/03/24 06/05/24 1.093.734.38 4.44 9.577.87 1.097.175.94 1.119.375.(X) DTD 03/31/2022 2.375%03/31/2029 US TREASURY NOTES 91282CEM9 185.000.00 AA+ Aaa 07/01/24 07/02/24 172,310.16 4.47 1.344.14 172.526.10 176.385.94 DTD 04/30/2022 2.875%04/30/2029 Security Type Sub-Total 35,865,000.00 34,028,169.39 3.36 183,404.72 34,627,511.37 34,200,740.71 Supra-National Agency Bond Note INTL BK RECON&DEVELOP NOTES 459058IS3 1,695,000.00 AAA Aaa 05/25/21 05/26/21 1,679,728.05 0.85 5,233.31 1,690,048.37 1,593,894.95 (CALLABLE) DTD 02/10/2021 0.650%02/10/2026 INTL BK RECON&DEVELOP NOTES 459058LE1 420,000.00 AAA Aaa 04/03/24 04/10/24 419,890.80 4.76 6,151.25 419,906.99 422,281.02 DTD 04/10/2024 4.750%04/10/2026 Security Type Sub-Total 2,115,000.00 2,099,618.85 1.67 11,384.56 2,109,955.36 2,016,175.97 Federal Agency Commercial Mortgage-Backed Security FHMS K062 A2 3137BUX60 310,(M)0.(X) AA+ Aaa (18/17/23 08/22/23 294,500.00 5.07 881.69 298,967.42 301,487.47 DTD 02/01/2017 3.413%12/01/2026 FHMS K067 A2 3137FAWS3 350.000.00 AA+ Aaa 08/17/23 08/22/23 327,810.55 5.00 931.58 333,243.74 336,855.60 DTD 09/28/2017 3.194%07/01/2027 FHMS K505 A2 3137HACX2 600,000.00 AA+ Aaa 07/27/23 08/01/23 600,515.63 4.80 2.409.50 600,408.77 605,328.73 DTD 07/01/2023 4.819%06/01/2028 FHMS K146 Al 3137HAD45 600,884.74 AA+ Aaa 07/19/23 07/27/23 600,869.74 4.78 2,392.02 600,872.88 604,050.35 DTD 07/01/2023 4.777%06/01/2028 FNA 2023-146 A2 3136BODE6 600,000.00 AA+ Aaa 08/17/23 08/22/23 577.640.63 5.06 2.095.00 581.986.54 592.490.33 DTD 07/01/2023 4.190%07/01/2028 FHMS K508 A2 3137HAO74 550,000.00 AA+ Aaa 10/11/23 10/19/23 537,935.20 5.26 2,172.50 539,712.62 553,731.39 DTD 10/01/2023 4.740%08/01/2028 FHMS K506 A2 3137HAMH6 600,000.00 AA+ Aaa 09/07/23 09/14/23 591,124.20 4.99 2,325.00 592,570.27 602,062.42 DTD 09/01/2023 4.650%08/01/2028 PFM Asset Management LLC Account- Page 8 Page 141 pfml asset management Managed Account Detail of Securities Held For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST -- Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Dated Date/Coupon/Maturity CUSIP Par Rating Rating Date Date Cost at Cost Interest Cost Value Federal Agency Commercial Mortgage-Backed Security RIMS K509 A2 3137HAST4 450,000.00 AA+ Aaa 10/25/23 10/31/23 435.652.65 5.60 1.818.75 437.638.89 454.903.24 DTD 10/01/2023 4.850%09/01/2028 RIMS K510 A2 3137HB3D4 220,000.00 AA+ Aaa 11/14/23 11/21/23 219.363.98 5.14 929.32 219,445.43 224.140.41 DTD 11/01/2023 5.069%10/01/2028 RIMS K511 A2 3137H63G7 320,000.00 AA+ Aaa 11/28/23 12/07/23 319,080.64 4.93 1,296.00 319,192A5 323,630,61 DTD 12/01/2023 4.860%10/01/2028 FHMS K514 A2 3137HBLV4 290.000.00 AA+ Aaa 02/01/24 02/08/24 292,899.71 4.34 1.104.90 292.636.99 290.179.83 DTD 02/01/2024 4.572%12/01/2028 FHMS K520 A2 3137HCKV3 300,000.00 AA+ Aaa 07/01/24 07/05/24 302,871.09 4.95 1,295.00 302.831.21 307,834.73 DTD 04/01/2024 5.180%03/01/2029 Security Type Sub-Total 5,190,894.74 5,100,264.02 5.00 19,651.26 5,119,507.21 5,196,695.11 BANK OF NY MELLON CORP NOTES 06406HCOU 250.000.00 A Al 09/12/23 09/14/23 241,557.50 5.62 2.002.43 244.972.68 247.008.25 (CALLABLE) DTD 11/18/2013 3.950%11/18/2025 GOLDMAN SACHS GROUP INC CORP NOTES 38143U8H7 165.000.00 BBB+ A2 05/25/21 05/27/21 183,570.75 1.30 2.681.25 170,436.72 162.181.97 (CALL DTD 02/25/2016 3,750%02/25/2026 GOLDMAN SACHS GROUP INC CORP NOTES 38143U8H7 175,000.00 BBB+ A2 04/27/2-2 04/29/22 174,895.00 3.77 2,843.75 174,956.96 172,011.17 (CALL DTD 02/25/2016 3.750%02/25/2026 CTFIGROUP INC CORP NOTES(CALLABLE) 172967NLI 175,000.00 BBB+ A3 04/27/22 04/29/22 171,647.00 3.82 2,143.07 173,597.79 172,601.98 DTD 03/17/2022 3,290%03/17/2026 IP MORGAN CORP(CALLABLE)NOTES 46625HOW3 340.000.00 A- Al 05/25/21 05/27/21 373,585.20 1.20 3,740.00 350,355.44 331,973.62 DTD 03/23/2016 3.300%04/01/2026 BANK OF AMERICA CORP NOTES 06051GFX2 165,000.00 A- Al 05/25/21 05/27/21 182.902.50 1.21 1,636.25 171.267.88 161.514.54 DTD 04/19/2016 3.500%04/19/2026 PFM Asset Management LLC Account- page 9 Page 142 pfml asset management Managed Account Detail of Securities Held For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST -- Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Dated Date/Coupon/Maturity CUSIP Par Rating Rating Date Date Cost at Cost Interest Cost Value Corporate CTFIGROUP CORP NOTES 172967KNO 170,000.00 BBB+ A3 05/25/21 05/27/21 187.113.90 1.29 1,445.00 176.065.93 165.795.56 DTD 05/02/2016 3.400%05/01/2026 AMAZON INC CORP NOTES(CALLABLE) 023135BX3 375,000.00 AA Al 05/25/21 05/27/21 375.356.25 0.98 822.92 375,123.82 353.038.88 DTD 05/12/2021 1.000%05/12/2026 IBM CORP 459200JZ5 150,000.00 A- A3 09/01/21 09/03/21 165,211.50 1.08 1,045.00 155,783.03 146,495.25 DTD 05/15/2019 3.300%05/15/2026 ASTRAZENECA FINANCE LLC(CALLABLE) 04636NAAl 150.000.00 A+ A2 09/01/21 09/03/21 150,814.50 1.08 315.00 150.304.60 141.036.00 CORP DTD 05/28/2021 1.200%05/28/2026 TOYOTA MOTOR CREDIT CORP CORPORATE 89236TJK2 110,000.00 A+ Al 09/08/21 09/13/21 109,755.80 1.17 147.81 109,903.67 103,025.89 NOTES DTD 06/18/2021 1.125%06/18/2026 TOYOTA MOTOR CREDIT CORP CORPORATE 89236TJK2 250,000.00 A+ Al 05/12/2.2 05/16/22 228.305.00 3.42 335.94 240.038.31 234,149.75 NOTES DTD 06/18/2021 1.125%06/18/2026 MORGAN STANLEY CORP NOTES 6176IJ3R8 225.000.00 A- Al 07/05/23 07/07/23 210.663.00 5.42 78.13 215.686.09 217.957.28 DTD 07/25/2016 3.125%07/27/2026 STATE STREET CORP NOTES(CALLABLE) 857477CD3 590,000.00 A Al 08/01/23 08/03/23 590.330.40 5.25 15.379.60 590.220.67 593.383.65 DTD 08/03/2023 5.272%08/03/2026 AMERICAN HONDA FINANCE CORPORATE 02665WDZ1 200,000.00 A- A3 12/01/21 12/03/21 197,074.00 1.62 1,025.56 198,707.59 186,507.00 NOTES DTD 09/09/2021 1.300%09/09/2026 BANK OF NY MELLON CORP CORP NOTES 06406RAV9 200,000.00 A Al 12/01/21 12/03/21 195,328.00 1.55 618.33 197,883.53 184,998.60 (CALLA DTD 07/27/2021 1.050%10/15/2026 AMERICAN EXPRESS CO(CALLABLE) 025816CM9 225,000.00 BBB+ A2 06/01/22 06/03/22 207,758.25 3.54 897.19 216.192.29 209,786.40 CORPORATE DTD 11/04/2021 1.650%11/04/2026 PFM Asset Management LLC N_t�,Lmt- rage 10 Page 143 pfml asset management Managed Account Detail of Securities Held For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST -- Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Dated Date/Coupon/Maturity CUSIP Par Rating Rating Date Date Cost at Cost Interest Cost Value Corporate NATIONAL RURAL COOP CORPORATE 63743HFK3 155,000.00 A- A2 10/30/23 11/02/23 154,945.75 5.61 1,880.67 154.958.30 157.915.55 NOTES(CAL DTD 11/02/2023 5.600%11/13/2026 JOHN DEERE CAPITAL CORP CORPORATE 24422EWA3 200.000.00 A Al 01/11/22 01/13/22 198.872.00 1.82 188.89 199.447.75 186.839.60 NOTES DTD 01/10/2022 1.700%01/11/2027 BANK OF AMERICA CORP NOTES 06051GLE7 350,000.00 A- Al 07/05/23 07/07/23 344,473.50 5.58 543.28 346.144.70 350.925.75 (CALLABLE) DTD 01/20/2023 5.080%01/20/2027 GOLDMAN SACHS GROUP INC CORP NOTE 38141GWB6 435,000.00 BBB+ A2 09/02/2-2 09/07/22 421,484.55 4.64 232.60 427.339.56 4244,240.28 (CALLA DTD 01/26/2017 3.850%01/26/2027 IBM CORP CORP NOTES(CALLABLE) 459200KM2 125,000.00 A- A3 03/24/22 03/28/22 120,833.75 2.94 1,313.89 122,840.76 117,700.13 DTD 02/09/2022 2.200%02/09/2027 HONEYWELL INTERNATIONAL(CALLABLE) 438516CE4 280,000.00 A A2 03/03/22 03/07/22 264,583.20 2.27 1,283.33 272,020.54 257,254.48 CORP DTD 08/16/2021 1,100%03/01/2027 TRUIST FINANCIAL CORP NOTES 89788MAD4 275,000.00 A- Baal 93/24/22 03/28/22 255,332.00 2.83 1.442.09 264,696.15 258,718.63 (CALLABLE) DTD 03/02/2021 1,267%03/02/2027 CHARLES SCHWAB CORP NOTES 808513BYO 300,000.00 A- A2 04/27/22 04/29/22 284.730.00 3.60 3,021.67 291.851.40 282.340.50 (CAILABLE) DTD 03/03/2022 2.450%03/03/2027 NORTHERN TRUST CORP NOTE(CALLABLE) 665859AW4 400,000.00 A+ A2 05/12/2.2 05/16/22 405.484.00 3.70 3,600.00 403.008.54 394.380.00 DTD 05/10/2022 4.000%05/10/2027 UNITEDHEALTH GROUP INC CORP NOTES 91324PEG3 65,000.00 A+ A2 05/17/22 05/20/22 64.964.90 3.71 507.72 64,980.40 63.625.45 (CALLA DTD 05/20/2022 3.700%05/15/2027 PFM Asset Management LLC Attui,i[it - Paoe 11 Page 144 pfml asset management Managed Account Detail of Securities Held For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST -- Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Dated Date/Coupon/Maturity CUSIP Par Rating Rating Date Date Cost at Cost Interest Cost Value Corporate UNITEDHEALTH GROUP INC CORP NOTES 91324PEG3 250,00(1.01) A+ A2 1)6/01/22 06/03/22 253,1195.1)0 3.43 1,952.78 251.719.06 244.713.25 (CALLA DTD 05/20/2022 3.700%05/15/2027 PNC FINANCIAL SERVICES CORP NOTES 693475AT2 275.000.00 A- A3 08/04/22 03/u8122 270.765.00 3.50 1,732.50 272,522.10 263.756.90 (CALLA DTD 05/19/2017 3.150%05/19/2027 AMAZOWCOM INC(CALLABLE)CORPORATE 023135BR6 100,000.00 AA Al 10/04/22 10/06/22 86,999.00 4.31 193.33 92.081.70 91.377.10 NOTE DTD 06/03/2020 1.200%06/03/2027 NATIONAL AUSTRALIA BK/NY CORPORATE 63254ABE7 400,000.00 AA- Aa2 06/09/22 06/13/22 396,532.00 4.10 2,256.22 398.016.65 393,325.60 NOTES DTD 06/09/2022 3.905%06/09/2027 TRUIST FINANCIAL CORP NOTES 89788MAC5 190,000.00 A- Baal 08/22/22 08/24/22 165,100.50 4.08 1,056.88 174,867.17 169,643.59 (CALLABLE) DTD 08/03/2020 1.125%08/03/2027 TRUIST FINANCIAL CORP NOTES 89788MA06 200,000.00 A- Baal 10/27/22 10/31/22 163,506.00 5.54 1,112.50 176.952.26 178,572.20 (CALLABLE) DTD 08/03/2020 1.125%08/03/2027 INTEL CORP NOTES(CALLABLE) 458140BY5 435,000.00 A- A3 09/02/22 09/07/22 427,404.90 4.15 7,975.00 430 3M.67 424.606.55 DTD 08/05/2022 1750%08/05/2027 WALMART INC CORP NOTES(CALLABLE) 931142EX7 200,000.00 AA Aa2 09/12/22 09/14/22 200.184.00 3.93 3,116.11 200.113.38 198.165.40 DTD 09/09/2022 3.950%09/09/2027 TOYOTA MOTOR CREDIT CORP CORPORATE 89236TK33 450,000.00 A+ Al 10/04/22 10/06/22 445,198.50 4.79 7,450.63 446,962.59 449,973.90 NOTES DTD 09/20/2022 4.550%09/20/2027 TEXAS INSTRUMENTS INC CORP NOTES 882508BC7 400.000.00 A+ Aa3 12/07/22 12/09/22 375.432.00 4.30 2.835.56 383.680.81 381.839.20 (CALLAB DTD 11/03/2017 2.900%11/03/2027 COMCAST CORP NOTES(CALLABLE) 20030NEA5 425.000.00 A- A3 01/25/23 01/30/23 443.173.00 4.35 4.800.14 437,369.06 435,196.60 DM 11/07/2022 5.350%11/15/2027 PFM Asset Management LLC N_ )Lmt- rage 12 Page145 pfml asset management Managed Account Detail of Securities Held For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST -- Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Dated Date/Coupon/Maturity CUSIP Par Rating Rating Date Date Cost at Cost Interest Cost Value Corporate AMAZON.COM INC CORP NOTE(CALLABLE) 023135CP9 31)i1,(11)().00 AA Al 12/07/22 12/09/22 302.691.00 4.35 2,275.00 301,786.47 301.071.00 DTD 12/01/2022 4.550%12/01/2027 MORGAN STANLEY CORP NOTES 61747YFP5 235,000.00 A- Al 05/02/24 05/06/24 236.236.10 5.50 3,763.29 236,143.17 239.310.37 (CALLABLE) DTD 04/19/2024 5.652%04/13/2028 IPMORGAN CHASE&CO CORPORATE 46647PEE2 130,000.00 A- Al 05/02/24 05/06/24 130,378.30 5.49 1,991.63 130,350.12 132,538.25 NOTES(CAL OTD 04/22/2024 5.571%04/22/2028 HERSHEY COMPANY CORP NOTES CALLABLE 427866BHO 425,000.00 A Al 05/04/23 05/08/23 429.228.75 4.03 4,365.10 428,165.08 422,965.53 OTD 05/04/2023 4.250%05/04/2028 META PLATFORMS INC COPR NOTES 30303M8L9 450,000.00 AA- Aa3 06/01/23 06/05/23 450,837.00 4.56 4,370.00 450.637.65 454,039.20 (CALLABLE) DTD 05/03/2023 4.600%05/15/2028 MERCK&CO INC CORP NOTES CALLABLE 58933YBH7 475,000.00 A+ Al 05/18/23 05/22/23 471.546.75 4.21 3,954.38 472.375.00 470.769.18 DTD 05/17/2023 4.050%05/17/2028 AMERICAN HONDA FINANCE CORPORATE 02665WEM9 300.000.00 A- A3 07/07/23 07/11/23 298.644.00 5.23 1.025.00 298.931.86 304.994.10 NOTES DTD 07/07/2023 5.125%07/07/2028 BMW US CAPITAL LLC CORP NOTES 05%5ECE3 450.000.00 A A2 08/14/23 08/17/23 444.933.00 5.31 10,731.25 445.906.89 456.378.30 (CALLABLE) DTD 08/11/2023 5.050%08/11/2028 CITIBANK NA CORP NOTES(CALLABLE) 17325FBB3 575,000.00 A+ Aa3 10/02/23 10/04/23 572,148.00 5.92 11,307.79 572.565.00 597,565.88 DTD 09/29/2023 5.803%09/29/2028 COOPERAT RABOBANK UA/NY 21688ABC5 370,000.00 A+ Aa2 01/10/24 01/12/24 370.518.00 4.77 1.085.33 370.466.31 372.744.29 DTD 01/09/2024 4.800%01/09/2029 CISCO SYSTEMS INC CORPORATE NOTES 17275RBR2 270,000.00 AA- Al 02/21/24 02/26/24 269,905.50 4.86 5,638.13 269.912.79 274,706.91 (CALLA DTD 02/26/2024 4.850%02/26/2029 Security Type Sub-Total 13,805,000.00 13,666,028.50 3.98 136,159.92 13,700,654.89 13,535,659.46 PFM Asset Management LLC Account- Pacie 13 Page 146 pfml asset management Managed Account Detail of Securities Held For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST -- Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Dated Date/Coupon/Maturity CUSIP Par Rating Rating Date Date Cost at Cost Interest Cost Value Certificate of Deposit MEDALLION BANK UTAH 58404DH07 245.(X)0.(X) NR NR 07/30/20 07/30/20 245.000.00 0.55 7.38 245,0U(1.()0 234.525.27 DTD 07/30/2020 0.550%07/30/2025 Security Type Sub-Total 245,000.00 245,000.00 0.55 7.38 245,000.00 234,525.27 Certificate of Deposit TORONTO DOMINION BANK NY CERT 89115B6K1 500,000.00 A Al 10/27/22 10/31/22 500,000.00 5.58 21,855.56 500,000.00 503,938.53 DEPOS DTD 10/31/2022 5,600%10/27/2025 NATD IS NY BRANCH CERT DEPOS 63873OP65 400,000.00 A+ Al 09/18/23 09/20/23 400,000.00 5.61 19,697.33 400,000.00 406,212.00 DTD 09/20/2023 5.610%09/18/2026 CREDIT AGRICOLE CIB NY CERT DEPOS 22536DWD6 590.000.00 A+ Aa3 02/01/24 02/05/24 590,000.00 4.76 13,885.98 590,000.00 589,663.17 DTD 02/05/2024 4.760%02/01/2027 Security Type Sub-Total 1,490,000.00 1,490,000.00 5.27 55,438.87 1,490,000.00 1,499,813.70 WELLS FARGO BANK NA BANK NOTES 94988J6D4 875,000.(M) A+ Aa2 (18/03/23 08/09/23 874,475.00 5.47 23,048.% 874,646.80 885,539.38 {CALLABLE DTD 08/09/2023 5.450%08/07/2026 Security Type Sub-Total 875,000.00 874,475.00 5.47 23,048.96 874,646.80 885,539.38 Asset-Backed HAROT 2021-4 A3 43815GAO 25008.92 NR Aaa 11/16/21 11/24/21 25,003.64 0.89 611 25.007.05 24.565.15 DTD 11/24/20210.880%01/21/2026 VALET 2021-1 A3 92868KAC7 34.520.73 AAA Aaa 12/07/21 12/13/21 34.519.38 1.02 10.76 34.520.17 33.951.52 DTD 12/13/2021 1.020%06/22/2026 HART 2022-A A3 448977ADO 89,305.26 AAA NR 03/09/22 03/16/22 89.301.82 2.22 88.11 89,303.61 87.796.55 DTD 03/16/2022 2.220%10/15/2026 COMET 2021-A3 A3 14041NFY2 180,000.00 AAA NR 11/18/21 11/30/21 179,975.20 1.04 83.20 179.988.55 177.731.71 DTD 11/30/2021 1.040%11/15/2026 PFM Asset Management LLC A«ount� Page 14 Page147 pfml asset management Managed Account Detail of Securities Held For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST -- Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Dated Date/Coupon/Maturity CUSIP Par Rating Rating Date Date Cost at Cost Interest Cost Value Asset-Backed security GMCAR 2022-1 A3 381)146AC4 29,440.67 AAA NR (11111/22 01/19/22 29.438.11 1.26 15.46 29.439.45 28.871.37 DTD 01/19/2022 1.260%11/16/2026 WOART 2024-A A2A 98164RAB2 165.000.00 AAA NR 02/06/24 02/14/24 164.987.08 5.05 370.33 164.988.85 164.617.22 DTD 02/14/2024 5.050%04/15/2027 NAROT 2023-D A3 65480MAD5 120,000.00 NR Aaa 10/18/23 10/25/23 119,975.64 5.94 316.27 119,979.46 121,809.04 DTD 10/25/2023 5.930%03/15/2028 AM C-A 2023-1 A 025823JZ4 400,000.00 AAA NR 08/07/23 08/10/23 399,125.00 4.92 865.78 399.304.53 400.777.40 DTD 06/14/2023 4.870%05/15/2028 COMET 2023-Al A 14041NGD7 515,000.00 AAA NR 07/14/23 07/18/23 508,039.45 4.73 1,011.69 509,539.74 511,948.21 DTD 05/24/2023 4.420%05/15/2028 AMXCA 2023-1 A 0258233Z4 515,000.00 AAA NR 07/14/23 07/18/23 514.537.30 4.89 1,114.69 514.637.03 516.000.90 DTD 06/14/2023 4.870%05/15/2028 BACCT 2023-Al Al 05522RDGO 650,000.00 AAA NR 07/14/23 07/18/23 647.867.19 4.87 1,383.78 648,326.90 650,591.96 DTD 06/16/2023 4.790%05/15//2028 DCENT 2023-A2 A 254683CZ6 625,000.00 AAA Aaa 07/14/23 07/18/23 625,292.97 4.92 1,369.44 625,230.91 626,606.63 DTD 06/28/2023 4.930%06/15/2028 HAROT 2023-4 A3 438123AC5 75,000.00 NR Aaa 11/01/23 11/08/23 74,986.79 5.67 118.13 74,988.66 76,048.54 DTD 11/08/2023 5.670%06/21/2028 TAOT 2024-C A3 892370AD2 240,000.00 AAA NR 07/23/24 07/30/24 239,999.86 4.88 32.53 239.999.86 240,947.50 DTD 07/30/2024 4.880%03/15/2029 BACCT 2024-Al A 05522RD34 500,000.00 AAA Aaa 06/06/24 06/13/24 499.971.95 4.93 1,095.56 499.972.63 504.735.10 DTD 06/13/2024 4.930%05/15/2029 AMXCA 2024-3 A 02589BAED 345.000.00 AAA NR 07/16/24 07/23/24 344.984.34 4.65 356.50 344.984.41 346.835.68 DTD 07/23/2024 4.650%07/16/2029 Security Type Sub-Total 4,508,275.58 4,498,005.72 4.63 8,238.34 4,500,211.81 4,513,834.48 Managed Account Sub-Total 64,094,160.32 62,001,561.48 3.74 437,334.01 621667,487.44 62,082,984.08 PFM Asset Management LLC Account- F>,icie 15 Page 148 pfml asset management Managed Account Detail of Securities Held For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST -- Securities Sub-Total $64,094,160.32 $62,001,561.48 3.74% $437,334.01 $62,667,487.44 $62,082,984.08 Accrued Interest $437,334.01 Total Investments $62,520,318.09 PFM Asset Management LLC A,t�,Lmt- Pace 16 Page 149 pfml asset management Managed Account Fair Market Value & Analytics For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST - Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost Duration at Mkt U.S.Treasury Bond / Note US TREASURY NOTES 91282CDS7 1.6911,01N1.00 MORGAN_ 98.22 1.659,896.88 48.257.42 (17.003.81) 0.46 5.12 DTD 01/15/2022 1.125%01/15/2025 US TREASURY NOTES 91282CEOD 80c MD0.1111 81,10 98.34 786,750.00 13,750.00 (4,239.53) 0.78 4.91 DTD 05/15/2022 2.750%05/15/2025 US TREASURY NOTES 91282CEQD 950,000.00 MORGAN_ 98.34 934,265.63 (13,173.83) (15,029.79) 0.78 4.91 DTD 05/15/2022 2.750%05/15/2025 US TREASURY NOTES 91282CA)0 2,045.000.00 MORGAN_ 95.34 1.949.779.69 (18,373.04) (72,431.52) 1.08 4.71 DTD 08/31/2020 0.250%08/31/2025 US TREASURY NOTES 912828500 450,000.00 MORGAN_ 98.13 441,%2.50 2,250.00 (3,168.14) 1.14 4.67 DTD 10/01/2018 3.000%09/30/2025 US TREASURY NOTES 91282C)BS 800,000.00 BMO 100.36 802,875.04 (812.46) 480.34 1.13 4.68 DTD 09/30/2023 5.000%09/30/2025 US TREASURY NOTES 91282CATS 500.000.00 BMO 94.75 473.750.00 30.371.09 (2.692.32) 1.25 4.62 DTD 10/31/2020 0.250%10/31/2025 US TREASURY NOTES 91282CAT8 1,000,000.00 CI IGRP 94.75 947,500.00 31,367.19 (22,315.75) 1.25 4.62 DTD 10/31/2020 0.250%10/31/2025 US TREASURY NOTES 91282CAZ4 1,345,000.00 CMGRP 94.64 1.272.916.34 36.672.20 (30.660.97) 1.33 4.56 DTD 11/30/2020 0.375%11/30/2025 US TREASURY NOTES 91282CBH3 200,000.00 NOMURA 94.08 188,156.24 (9,007.82) (10,879.08) 1.50 4.50 DTD 01/31/20210.375%01/31/2026 US TREASURY NOTES 91282861`2 500.000.00 CMGRP 97.03 485,156.25 (9,179.69) (12.491.55) 1.55 4.46 DTD 02/28/2019 2.500%02/28/2026 US TREASURY NOTES 91282CGV7 800,000.00 BMO 98.97 791,750.00 6,562.50 4,166.95 1.65 4.38 DTD 04/15/2023 3,750%04/15/2026 US TREASURY NOTES 91282CBWO 700,000.00 BNP PAR 93.97 657,781.25 (40,878.91) (41,744.33) 1.74 4.37 DTD 04/30/2021 0.750%04/30/2026 US TREASURY NOTES 912828R36 600,000.00 CMGRP 95.33 S71,968.72 (24,585.97) (26,563.08) 1.77 4.36 DTD 05/16/2016 1.625%05/15/2026 US TREASURY NOTES 9128286X3 550,000.00 CMGRP 96.14 528,773.41 (58,544.95) (35,326.51) 1.80 4.34 DTD 05/31/2019 2,125%05/31/2026 US TREASURY NOTES 91282CCJB 600,000.00 WELLS F 93.77 562,593.72 (22,875.03) (31,202.72) 1.90 4.30 DTD 06/311/2021 0.875%06/30/2026 US TREASURY NOTES 9128282A7 1.000.000.00 MERRILL 94.64 946,406.20 7.382.76 (24.807,91) 2.00 4.27 DTD 08/15/2016 1.500%08/15/2026 PFM Asset Management LLC Account- Page 17 Page 150 pfml asset management Managed Account Fair Market Value & Analytics For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST - Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost Duration at Mkt U.S.Treasury Bond / Note US TREASURY NOTES 91282CCZ2 1.500,000.00 NOMURA 93.17 1.397,578.20 18.105.54 (42.948.60) 2.14 4.20 DTD 09/30/2021 0.875%09/30/2026 US TREASURY NOTES 91282CDG3 310,000.00 MORGAN_ 93.44 289,656.25 (18,939.06) (19,711.14) 2.22 4.21 DTD 10/31/2021 1.125%10/31/2026 US TREASURY NOTES 91282CDG3 1,000,000.00 CITIGRP 93.44 934,375.00 (59,570.31) (62,875.61) 2.22 4.21 DTD 10/31/2021 1.125%10/31/2026 US TREASURY NIB NOTES 91282CTT9 575.000.00 NOMURA 99.61 572.753.94 6.805.70 6,529.55 2.36 4.17 DTD 01/15/2024 4.000%01/15/2027 US TREASURY NOTES 912828V98 700,000.00 MERRILL 95.48 663,390.66 (17,664.03) (23,799.29) 2.46 4.14 DTD 02/15/2017 2.250%02/15/2027 US TREASURY NOTES 912828ZB9 700,000.00 BMO 92.70 648,921.84 25,128.87 5,431.54 2.54 4.13 DTD 02/29/2020 1.125%02/28/2027 US TREASURY NOTES 912828X88 750.000.00 MERRILL 95.45 715.898.40 (6,650.43) (17.917.34) 2.70 4.12 DTD 05/15/2017 2.375%05/15/2027 US TREASURY NOTES 91282CF132 500,000.00 BMO 96.28 481,406.25 5,781.25 (2,597.20) 2.90 4.08 DTD 07/31/2022 2.750%07/31/2027 US TREASURY NOTES 91282CFMB 1,000,000.00 CITIGRP 100.25 1,002.500.00 (24.531.25) (16.940.28) 2.96 4.04 DTD 09/30/2022 4.125%09/30/2027 US TREASURY NOTES 91282CAU5 500,000.00 MERRILL 89.33 446,640.60 20,820.29 (3,343.99) 3.22 4.04 DTD 10/31/2020 0.500%10/31/2027 US TREASURY NOTES 9128283F5 825.000.00 CMGRP 94.50 779,625.00 2,674.80 (12.399.11) 3.17 4.05 DTD 11/15/2017 2.250%11/15/2027 US TREASURY NOTES 91282CB39 825,000.00 BMO 89.44 737,859.38 35,868.17 14,478.79 3.46 4.02 DTD 01/31/2021 0,750%01/31/2028 US TREASURY NOTES 9128283W8 1,000,000.00 BMO 95.80 957,968.80 (15,703.08) (22,863.26) 3.35 4.04 DTD 02/15/2018 2.750%02/15/2028 US TREASURY NOTES 91282CBS9 500,000.00 IPM_CHA 90.67 453.359.40 17,187.52 2,753.28 3.57 4.01 DTD 03/31/2021 1.250%03/31/2028 US TREASURY NOTES 91282CBS9 500,000.00 MERRILL 90.67 453,359.40 23.437.52 10,532.39 3.57 4.01 DTD 03/31/2021 1,250%03/31/2028 US TREASURY NOTES 91282CBZ3 1,150,000.00 BMO 90.50 1,040,750.00 19,406.25 (10,979.90) 3.66 4.00 DTD 04/30/2021 1.250%04/30/2028 US TREASURY NOTES 91282CC1-12 825,000.00 MORGAN_ 90.16 743,789.06 35.288.08 16.832.11 3.82 3.99 DTD 06/30/2021 1.250%06/30/2028 PFM Asset Management LLC Accotmtr Paoe 18 Page 151 pfml asset management Managed Account Fair Market Value & Analytics For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST - Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost Duration at Mkt U.S.Treasury Bond / Note US TREASURY NOTES 91282CCRO 725.000.00 WELLS_F 89.06 645,703.13 11.101.57 (218.55) 3.93 3.99 DTD 07/31/2021 1.000%07/31/2028 US TREASURY NOTES 91282CIAO 980,000.00 MERRILL 102.47 1,004,193.75 8,9%.09 10,886.65 3.78 3.98 DTD 09/30/2023 4.625%09/30/2028 US TREASURY N/B NOTES 9128201`9 700,000.00 CMGRP 103.52 724,609.34 (6,699.25) (3,736.25) 3.85 3.97 DTD 10/31/2023 4.875%10/31/2028 US TREASURY NOTES 9128285MB 710.000.00 BMO 96-66 686.259.38 9.845.71 6,947.30 4.02 3.98 DTD 11/15/2018 3.125%11/15/2028 US TREASURY N/B NOTES 912820113 1,575,000.00 BMO 99.19 1,562,203.13 27,685.55 25,138.12 4.10 3.95 DTD 12/31/2023 3.750%12/31/2028 US TREASURY NOTES 91282CDWB 275,000.00 BMO 90-98 250,207.05 6,069.35 5,035.16 4.34 3.96 DTD 01/31/2022 1.750%01/31/2029 US TREASURY NOTES 91282CDW8 550.000.00 NOMURA 90.98 500.414.09 1.675.81 (3.332.20) 4.34 3.96 DTD 01/31/2022 1.750%01/31/2029 US TREASURY NOTES 9128286BI 1,275,000.00 MERRILL 94.48 1,204,675.85 37,552.80 32,177.49 4.25 3.96 DTD 02/15/2019 2.625%02/15/2029 US TREASURY NOTES 91282CEE7 1,200.000.00 CMGRP 93.28 1,119,375.00 25.640.62 22,199.06 4.40 3.97 DTD 03/31/2022 2.375%03/31/2029 US TREASURY NOTES 91282CEM9 185,000.00 BMO 95.34 176,385.94 4,075.78 3,859.84 4.43 3.96 DTD 04/30/2022 2.875%04/30/2029 Security Type Sub-Total 35,865,000.00 34,200,740.71 172,571.32 (426,770.66) 2.52 4.28 Supra-National Agency Bond Note INTL BK RECON&DEVELOP NOTES 4590583S3 1,695,000.00 KEYBANC 08/10/24 94-04 1,593,894.95 (85,833.10) (96,153.42) 0.06 4.74 (CALLABLE) DTD 02/10/2021 0.650%02/10/2026 INTL BK RECON&DEVELOP NOTES 459058LEI 420,000.00 MERRILL 100.54 422,281.02 2,390.22 2.374.03 1.62 4.41 DTD 04/10/2024 4.750%04/10/2026 Security Type Sub-Total 2,115,000.00 2,016,175.97 (83,442.88) (93,779.39) 0.38 4.67 Mortgage-BackedFederal Agency Commercial PFM Asset Management LLC Actou[it- FPaoe 19 Page 152 pfml asset management Managed Account Fair Market Value & Analytics For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST - Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost Duration at Mkt Federal Agency Commercial Mortgage-Backed Security FHMS K062 A2 3137BUX60 310.0w.00 BARCLAY 97.25 301,487.47 6.987.47 2,520.05 2.19 4.66 DTD 02/01/2017 3.413%12/01/2026 FHMS K067 A2 3137FAWS3 350,0001K) TD %.24 336,855.60 9,045.05 3,611.86 2.72 4.57 DTD 09/28/2017 3.194%07/01/2027 FHMS K505 A2 3137HACX2 600,000.00 AMHERST 100.89 605,328.73 4,813.10 4,919.96 3.39 4.57 DTD 07/01/2023 4.819%06/01/2028 FHMS K146 Al 3137HAD45 600,88434 JPM CHA 100.53 604.050.35 3.180.61 3,177.47 2.62 4.63 DTD 07/01/2023 4.777%06/01/2028 FNA 2023-M6 A2 3136BODE6 600,000.00 ]PM CHA 98J5 592,490.33 14,849.70 10,503.79 3.54 4.54 DTD 07/01/2023 4.190%07/01/2028 FHMS K508 A2 3137HAO74 550,000.00 BMO 100.68 553,731.39 15,7%.19 14,018.77 3.55 4.55 DTD 10/01/2023 4.740%08/01/2028 FHMS K506 A2 3137HAMH6 600.000.00 WELLS_F 100.34 602.062.42 10.938.22 9,492.15 3.53 4.56 DTD 09/01/2023 4.650%08/01/2028 FHMS K509 A2 3137HAST4 450,000.00 MORGAN_ 101.09 454,903.24 19,250.59 17,264.35 3.62 4.56 DTD 10/01/2023 4.850%09/01/2028 FHMS K510 A2 3137H63D4 2-20.000.00 IPMCHA 101.88 224.140.41 4.776.43 4.694.98 3.64 4.57 DTD 11/01/2023 5.069%10/01/2028 FHMS K511 A2 3137HB3G7 320,000.00 MERRILL 101.13 323,630.61 4,549.97 4,438.16 3.68 4.56 DTD 12/01/2023 4.860%10/01/2028 FHMS K514 A2 3137HBLV4 290.000.00 JPMCHA 100.06 290,179.83 (2,719.88) (2,457.16) 3.78 4.56 DTD 02/01/2024 4.572%12/01/2028 FHMS K520 A2 3137HCKV3 300,000.00 WELLS_F 102.61 307,834.73 4,963.64 5,003.52 4.00 4.55 DTD 04/01/2024 5.180%03/01/2029 Security Type Sub-Total 5,190,864.74 5,196,695.11 96,431.09 77,187.90 3.34 4.57 Corporate BANK OF NY MELLON CORP NOTES 06406HCOO 250,000.00 ISEB 10/18/25 98.80 247,008.25 5,450.75 2,035.57 1.19 4.91 (CALLABLE) DTD 11/18/2013 3.950%11/18/2025 GOLDMAN SACHS GROUP INC CORP NOTES 38143U8H7 165,000.00 ]PM CHA 11/25/25 98.29 162,181.97 (21,388.78) (8,254.75) 1.28 4.89 (CALL DTD 02/2512016 3.750%02/25/2026 PFM Asset Management LLC Account-Page 20 Page 153 pfml asset management Managed Account Fair Market Value & Analytics For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost Duration at Mkt Corporate Note GOLDMAN SACHS GROUP INC CORP NOTES 38143U8H7 175,00U.00 MKTX 11/25/25 98.29 172,011.17 (2,883.83) (2,945.79) 1.28 4.89 (CALL DTD 02/25/2016 3.750%02/25/2026 CIfIGROUP INC CORP NOTES(CALLABLE) 172967NL1 175.000.00 GOLDMAN 03/17/25 98.63 172.601.98 954.98 (995.81) 0.62 4.17 DTD 03/17/2022 3.290%03/17/2026 IP MORGAN CORP(CALLABLE)NOTES 46625HOW3 340.000.00 JSEB 01/01/26 97.64 331,973.62 (41,611.58) (18,381.82) 1.38 4.79 DTD 03/23/2016 3.300%04/01/2026 BANK OF AMERICA CORP NOTES 06051GFX2 165.000.00 FIFTH-3 97.89 161.514.54 (21.387.96) (9,753.34) 1.67 4.79 DTD 04/19/2016 3.500%04/19/2026 CI(GROUP CORP NOTES 172967KNO 170,000.00 IPM_CHA 97.53 165,795.56 (21,318.34) (10,270.37) 1.70 4.89 DTD 05/02/2016 3.400%05/01/2026 AMAZON INC CORP NOTES(CALLABLE) 023135BX3 375.000.00 UBS 04/12/26 94.14 353.038.88 (22,317.37) (22.084.94) 1.69 4.45 DTD 05/12/2021 1.000%05/12/2026 IBM CORP 459200JZ5 150,000.00 MORGAN_ 97.66 146,495.25 (18.716.25) (9,287.78) 1.74 4.67 DTD 05/15/2019 3.300%05/15/2026 ASTRAZENECA FINANCE LLC(CALLABLE) 04636NAAl 150,000.00 MORGAN_ 04/28/26 94.02 141,036.00 (9,778.50) (9,268.60) 1.73 4.65 CORP DTD 05/28/2021 1.200%05/28/2026 TOYOTA MOTOR CREDIT CORP 89236TJK2 110,000.00 JPM_CHA 93.66 103,025.89 (6,729.91) (6,877.78) 1.87 4.68 CORPORATE NOTES DTD 06/18/2021 1.125%06/18/2026 TOYOTA MOTOR CREDIT CORP 89236TIK2 250,000.00 JSEB 93.66 234,149.75 5,844.75 (5,888.56) 1.87 4.68 CORPORATE NOTES DTD 06/18/2021 1.125%06/18/2026 MORGAN STANLEY CORP NOTES 6176113RS 225,000.00 SEEL %.87 217,957.28 7,294.28 2,271.19 1.94 4.79 DTD 07/25/2016 3.125%07/27/2026 STATE STREET CORP NOTES(CALLABLE) 857477CD3 590,000.00 JPM CHA 100.57 593,383.65 3,053.25 3,162.98 1.88 4.97 DTD 08/03/2023 5.272%08/03/2026 AMERICAN HONDA FINANCE CORPORATE 02665MZ1 200.000.00 RBC 93.25 186,507.00 (10,567.00) (12,200.59) 2.07 4.70 NOTES DTD 09/09/2021 1.300%09/09/2026 BANK OF NY MELLON CORP CORP NOTES 06406RAV9 200,000.00 DEUTSCH 09/15/26 92.50 184.998.60 (10.329.40) (12.884.93) 2.10 4.66 (CALLA DTD 07/27/2021 1.050%10/15/2026 PFM Asset Management LLC Account- Page 21 Page 154 pfml asset management Managed Account Fair Market Value & Analytics For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST - Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost Duration at Mkt Corporate Note AMERICAN EXPRESS CO(CALLABLE) 025816CHP 225 m)0.110 JSEB 10/04/26 93.24 209,786.40 2.028.15 (6.405.89) 2.14 4.84 CORPORATE DTD 11/04/2021 1.650%11/04/2026 NATIONAL RURAL COOP CORPORATE 63743HFQ 155,01X1.00 MIZUHO 10/13/26 101.88 157,915.55 2.969.80 2.957.25 2.08 4.72 NOTES(CAL DTD 11/02/2023 5.600%11/13/2026 JOHN DEERE CAPITAL CORP CORPORATE 24422EWA3 200.000.00 JPM_CHA 93.42 186.839.60 (12.032.40) (12,608.15) 2,40 4.57 NOTES DTD 01/10/2022 1.700%01/11/2027 BANK OF AMERICA CORP NOTES 06051GLE7 350,000.00 JPM CHA 01/20/26 100.26 350,925.75 6,452.25 4,781.05 1.44 4.96 (CALLABLE) DTD 01/20/2023 5.080%01/20/2027 GOLDMAN SACHS GROUP INC CORP NOTE 38141GWB6 435,000.00 MORGAN_ 01/26/26 97.53 424.240.28 2.755.73 (3.099.28) 1.46 4.92 (CALLA DTD 01/26/2017 3.850%01/26/2027 IBM CORP CORP NOTES(CALLABLE) 459200KM2 125,000.00 DEUTSCH 01/09/27 94.16 117,700.13 (3,133.62) (5,140.63) 2.36 4.68 DTD 02/09/2022 2.200%02/09/2027 HONEYWELL INTERNATIONAL(CALLABLE) 438516CE4 280,000.00 MORGAN_ 02/01/27 91.88 257,254.48 (7,328.72) (14,766.06) 2.46 4.46 CORP DTD 08/16/2021 1.100%03/01/2027 TRUIST FINANCIAL CORP NOTES 89788MAD4 275,000.00 GOLDMAN 03/02/26 94.08 258.718.63 3,386.63 (5.977.52) 1.57 3.69 (CALLABLE) DTD 03/02/2021 1.267%03/02/2027 CHARLES SCHWAS CORP NOTES 80851313y0 300,000.00 CSFB 02/03/27 94.11 282.340.50 (2,389,50) (9,510.90) 2.42 4,90 (CALLABLE) DTD 03/03/2022 2.450%03/03/2027 NORTHERN TRUST CORP NOTE(CALLABLE) 665859AW4 400,000.00 DEUTSCH 04/10/27 98.60 394,380.00 (11,104.00) (8,628.54) 2.56 4.54 DTD 05/10/2022 4.000%05/10/2027 UNITEDHEALTH GROUP INC CORP NOTES 91324PE63 65,000.00 MERRILL 04/15/27 97.89 63,625.45 (1,339.45) (1,354.95) 2.58 4.51 (CALLA DTD 05/20/2022 3.700%05/15/2027 UNITEDHEALTH GROUP INC CORP NOTES 91324PEG3 250,000.00 MKTX 04/15/27 97.89 244,713.25 (8,381.75) (7.005.81) 2.58 4.51 (CALLA DTD 05/20/2022 3.700%05/15/2027 PFM Asset Management LLC Account- Pace 22 Page155 pfml asset management Managed Account Fair Market Value & Analytics For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST - Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost Duration at Mkt Corporate Note PNC FINANCIAL SERVICES CORP NOTES 693475AT2 275,n1)0.1n JSEB 04119127 95.91 263,756.9€) (7,n18.111) (8,765.20) 2.61 4.72 (CALLA DTD 05/19/2017 3.150%05/19/2027 AMAZON.COM INC(CALLABLE) 023135BR6 100.000.00 CMGRP 04/03/27 91.38 91.37T11) 4.378.10 (704.60) 2.63 4.46 CORPORATE NOTE DTD 06/03/2020 1.200%06/03/2027 NATIONAL AUSTRALIA BK/NY CORPORATE 63254ABE7 400.000.00 IPM_CHA 98.33 393.325.60 (3,206.40) (4,691.05) 2.72 4.53 NOTES DTD 06/09/2022 3.905%06/09/2027 TRUIST FINANCIAL CORP NOTES 89788MAC6 190,000.00 ISEB 06/03/27 89.29 169,643.59 4,543.09 (5,223.58) 2.78 5.01 (CALLABLE) DTD 08/03/2020 1.125%08/03/2027 TRUIST FINANCIAL CORP NOTES 89788MA06 200.000.00 GOLDMAN 06/03/27 89.29 178.572.20 15.066.20 1.619.94 2.78 5.01 (CALLABLE) DTD 08/03/2020 1.125%08/03/2027 INTEL CORP NOTES(CALLABLE) 458140BY5 435,000.00 BNP_PAR 07/05/27 97.61 424,606.55 (2,798.35) (5,738.12) 2.75 4.61 DTD 08/05/2022 3.750%08/05/2027 WALMART INC CORP NOTES(CALLABLE) 931142EX7 200,000.00 IPM_CHA 08/09/27 99.08 198,165.40 (2,018.60) (1.947.98) 2.84 4.27 DTD 09/09/2022 3.950%09/09/2027 TOYOTA MOTOR CREDIT CORP 89236TK13 450,000.00 CITIGRP 99.99 449,973.90 4,775.40 3,011.31 2.91 4.55 CORPORATE NOTES DTD 09/20/2022 4.550%09/20/2027 TEXAS INSTRUMENTS INC CORP NOTES 882508BC7 400,000.00 MORGAN_ 08/03/27 95.46 381,839.20 6,407.20 (1,841.61) 2.88 4.41 (CALLAB DTD 11/03/2017 2.900%11/03/2027 COMCAST CORP NOTES(CALLABLE) 20030NEA5 425.000.00 TD 10/15/27 102.40 435.196.60 (7,976.40) (2.172.46) 2.96 4.55 DTD 11/07/2022 5.350%11/15/2027 AMAZON.COM INC CORP NOTE(CALLABLE) 023135CP9 300,000.00 RBC 11/01/27 100.36 301,071.00 (1,620.00) (715.47) 3.04 4.43 DTD 12/01/2022 4.550%12/01/2027 MORGAN STANL.EY CORP NOTES 61747YFP5 235,000.00 JSEB 04/13/27 101.83 239,310.37 3,074.27 3,167.20 2.51 5.10 (CALLABLE) DTD 04/19/2024 5.652%04/13/2028 PFM Asset Management LLC Account- Paoe 23 Page 156 pfml asset management Managed Account Fair Market Value & Analytics For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST - Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost Duration at Mkt Corporate Note IPMORGAN CHASE&CO CORPORATE 46647PFF1 13 ii ro.{ia HKTX 04/22/27 101.95 132,538.25 2.159.95 2.188.13 2.53 4.99 NOTES(CAL DTD 04/22/2024 5.571%04/22/2028 HERSHEY COMPANY CORP NOTES 427866BH0 42.5.000.00 GOLDMAN 04/04/28 99.52 422.%5.53 (6,263.22) (5,199.55) 3.41 4.39 CALLABLE DTD 05/04/2023 4.250%05/04/2028 META PLATFORMS INC COPR NOTES 30303M8L9 450.000.00 IPM_CHA 04/15/28 100.90 454.039.20 3.202.20 3,401.55 3.42 4.34 (CALLABLE) DTD 05/03/2023 4.600%05/15/2028 MERCK&CO INC CORP NOTES CALLABLE 58933YBH7 475,000.00 CITIGRP 04/17/28 99.11 470,769.18 (777.57) (1,605.82) 3.46 4.31 DTD 05/17/2023 4.050%05/17/2028 AMERICAN HONDA FINANCE CORPORATE 02665WEM9 300,000.00 GOLDMAN 101.66 304.994.10 6.350.10 6,062.24 3.61 4.66 NOTES DTD 07/07/2023 5.125%07/07/2028 BMW US CAPITAL LLC CORP NOTES 05565ECE3 450,000.00 BARCLAY 07/11/28 101.42 456,378.30 11,445.30 10,471.41 3.55 4.66 (CALLABLE) DTD 08/11/2023 5.050%08/11/2028 CITIBANK NA CORP NOTES(CALLABLE) 17325FBB3 575,000.00 GOLDMAN 08/29/28 103.92 597,%5.88 25,417.88 25,000.38 3.63 4.75 DTD 09/29/2023 5.803%09/29/2028 COOPERAT RABOBANK UA/NY 21688ABC5 370,000.00 MIZUHO 100.74 372,744.29 2,226.29 2,277.98 4.04 4.61 DTD 01/09/2024 4,800%01/09/2029 CISCO SYSTEMS INC CORPORATE NOTES 17275RBR2 270,000.00 CITIGRP 01/26/29 101.74 274,706.91 4,801.41 4,794.12 4.01 4.42 (CALLA DTD 02/26/2024 4.850%02/26/2029 Security Type Sub-Total 13,805,000.00 13,535,659.46 (130,369.04) (164,995.43) 2.54 4.63 Certificate of Deposit-FDIC Insured MEDALLION BANK UTAH 58404DH07 245,000.00 NEW ACC 95.72 234.525.27 (10,474.73) (10,474.73) 1.00 4.95 DTD 07/30/2020 0.550%07/30/2025 Security Type Sub-Total 245,000.00 234,525.27 (10,474.73) (10,474.73) 1.00 4.95 DepositCertificate of PFM Asset Management LLC Attuu[it- Page 24 Page 157 pfml asset management Managed Account Fair Market Value & Analytics For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST - Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost Duration at Mkt Certificate of Deposit TORONTO DOMINION BANK NY CERT 89115B6K1 _1Ax).04X).00 TD 100.79 503,938.53 3,938.53 3.938.53 1.19 4.83 DEPOS DTD 10/31/2022 5.600%10/27/2025 NATD(IS NY BRANCH CERT DEPOS 63873OP65 400.000.00 WELLS_F 101.55 406,212.00 6.212.00 6,212.00 1.97 4.83 DTD 09/20/2023 5.610%09/18/2026 CREDIT AGRICOLE CIB NY CERT DEPOS 22536DWD6 590.000.00 CREDAG 99.94 589,663.17 (336.83) (336.83) 2.37 4.78 DTD 02/05/2024 4.760%02/01/2027 Security Type Sub-Total 1,490,000.00 1,499,813.70 9,813.70 9,813.70 1.86 4.81 WELLS FARGO BANK NA BANK NOTES 94988]6D4 875,000.00 MERRILL 07/07/26 101.20 885,539.38 11,064.38 10,892.58 1.82 4.82 (CALLABLE DTD 08/09/2023 5.450%08/07/2026 Security Type Sub-Total 875,000.00 885,539.38 11,064.38 10,892.58 1.82 4.82 Asset-Backed Security HAROT 2021-4 A3 43815GAC3 25,008.92 MERRILL 98.23 24,56515 (438.49) (441.90) 0.38 2.10 DTD 11/24/2021 0,880%01/21/2026 VALET 2021-1 A3 92868KAC7 34.520.73 WELLS_F 98.35 33.951.52 (567.86) (568.65) 0.35 1.91 DTD 12/13/2021 1.020%06/22/2026 HART 2022-A A3 448977ADO 09,305.26 MERRILL 98.31 87,796.55 (1,505.27) (1,507.06) 0.47 3.01 DTD 03/16/2022 2.220%10/15/2026 COMET 2021-A3 A3 14041NFY2 180.000.00 BARCLAY 98.74 177.731.71 (2.243.49) (2.256.84) 0.29 1.60 DTD 11/30/2021 1.040%11/15/2026 GMCAR 2022-1 A3 380146AC4 29,440.67 BNP_PAR 98.07 28,871.37 (566.74) (568.08) 0.47 2.12 DTD 01/19/2022 1.260%11/16/2026 WOART 2024-A A2A 98164RAB2 165.000.00 MIZUHO 99.77 164.617.22 (369.86) (371.63) 0.60 514 DTD 02/14/2024 5.050%04/15/2027 NAROT 2023-B A3 65480MAD5 120,000.00 MIZUHO 101.51 121,809.04 1,833.40 1,829.58 1.50 5.47 DTD 10/25/2023 5.930%03/15/2028 AMXCA 2023-1 A 02582JJZ4 400,000.00 MITSU 100.19 400,777.40 1,652.40 1,472.87 1.67 4.81 DTD 06/14/2023 4.870%05/15/2028 PFM Asset Management LLC Account- Page 25 Page 158 pfml asset management Managed Account Fair Market Value &Analytics For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST -- Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost Duration at Mkt COMET 2023-A1 A 14041NGD7 515.000.00 MITSU 99.41 511,948.21 3.908.76 2,408.47 1.67 4.59 DTD 05/24/2023 4.420%05/15/2028 AMXCA 2023-1 A 02582JJZ4 515,000.00 MITSU 100.19 516,000.90 1,463.60 1,363.87 1.67 4.81 DTD 06/14/2023 4.870%05/15/2028 BACCT 2023-A1 Al 05522RDGO 650,000.00 MTTSU 100.09 650,591.96 2,724.77 2,265.06 1.67 4.76 DTD 06/16/2023 4.790%05/15/2028 DCENT 2023-A2 A 254683CZ6 625.000.00 MITSU 100.26 626.606.63 1.313.66 1,375.72 1.74 4.86 DTD 06/28/2023 4.930%06/15/2028 HAROT 2023-4 A3 438123AC5 75,000.00 JPM_CHA 101.40 76,048.54 1,061.75 1,059.88 1.70 5.27 DTD 11/08/2023 5.670%06/21/2028 TAOT 2024-C A3 892370AD2 240,000.00 MITSU 100.39 240,947.50 947.64 947.64 2.24 4.78 DTD 07/30/2024 4.880%03/15/2029 BACCT 2024-Ai A 05522RD14 500.000.00 MERRILL 100.95 504.735.10 4.763.15 4.762.47 2.54 4.71 DTD 06/13/2024 4.930%05/15/2029 AMXCA 2024-3 A 02589BAED 345,000.00 CITIGRP 100.53 346,835.68 1,851.34 1,851.27 2.70 4.53 DTD 07/23/2024 4.650%07/16/2029 Security Type Sub-Total 4,508,275.58 4,513,834.48 15,828.76 13,622.67 1.74 4.57 Managed Account Sub-Total 64,094,160.32 62,082,984.08 81,422.60 (584,503.36) 2.43 4.44 Securities Sub-Total $64,094,160.32 $62,082,984.08 $81,422.60 ($584,503.36) 2.43 4.44% Accrued Interest $437,334.01 Total Investments $62,520,318.09 PFM Asset Management LLC Account- Page 26 Page 159 pfml asset management Managed Account Security Transactions & Interest For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST -- Transaction Type Principal Accrued Realized G/L Realized G/L Sale Trade Settle Security Description CUSIP Par Proceeds Interest Total Cost Amort Cost Method 07/01/24 07/02/24 US TREASURY N/B NOTES 91282CTF9 575,000.00 (565,948.24) (10,678.57) (576,626.81) DTD 01/1 512024 4.000%01/15/2027 07/01/24 07/02/24 US TREASURY NOTES 91282CEM9 185,000.00 (172310.16) (910.55) (173.220.71) DTD 04/30/2022 2.875%04/30/2029 07/01/24 07/05/24 FHMS K520 A2 3137HCKV3 300,000.00 (302,871.09) (172.67) (303,043.76) DTD 04/01/2024 5.180%03/01/2029 07/16/24 07/23/24 AMXCA 2024-3 A 02589RAEO 345,000.00 (344,984.34) 0.00 (344,984.34) DTD 07/23/2024 4.650%07/16/2029 07/23/24 07/30/24 TAOT 2024-C A3 892370AD2 240.000.00 (239,999.86) 0.00 (239,999.86) DTD 07/30/2024 4.880%03/15/2029 Transaction Type Sub-Total 1,645,000.00 (1,626,113.69) (11,761.79) (1,637,875.48) 07/01/24 07/25/24 FHMS K506 A2 3137HAMH6 600,000.00 0.00 2,325.00 2,325.00 DTD 09/01/2023 4.650%08/01/2028 07/01/24 07/25/24 FNA 2023-M6 A2 313613ODE6 600.000.00 0.00 2.095.00 2.095.00 DTD 07/01/2023 4.190%07/01/2028 07/01/24 07/25/24 FHMS K511 A2 3137HB3G7 320,000.00 0.00 1,296.00 1,296.00 DTD 12/01/2023 4.860%10/01/2028 07/01/24 07/25/24 FHMS K514 A2 3137HBLV4 290,000.00 0.00 1.104.90 1.104.90 DTD 02/01/2024 4.572%12/01/2028 07/01/24 07/25/24 FHMS K505 A2 3137HACX2 600,000.00 0.00 2,409.50 2,409.50 DTD 07/01/2023 4.819%06/01/2028 07/01/24 07/25/24 FHMS K062 A2 3137BUX60 310,000.00 0.00 881.69 881.69 DTD 02/01/2017 3.413%12/01/2026 07/01/24 07/25/24 FHMS K146 Al 3137HAD45 601,274.57 0.00 2,393.57 2,393.57 DTD 07/01/2023 4.777%06/01/2028 07/01/24 07/25/24 FHMS K509 A2 3137HAST4 450,000.00 0.00 1,818.75 1,818.75 DTD 10/01/2023 4.850%09/01/2028 07/01/24 07/25/24 H3MS K067 A2 3137FAWS3 350,000.00 0.00 931.58 931.58 DTD 09/28/2017 3.194%07/01/2027 07/01/24 07/25/24 FHMS K510 A2 3137HB3D4 220,000.00 0.00 929.32 929.32 DTD 11/01/2023 5.069%10/01/2028 PFM Asset Management LLC Account- page 27 Page 160 pfml asset management Managed Account Security Transactions & Interest For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST -- Transaction Type Principal Accrued Realized G/L Realized G/L Sale Trade Settle Security Description CUSIP Par Proceeds Interest Total cost Amort Cost Method 07/01/24 07/25/24 FHMS K508 A2 3137HAO74 550,000.00 0.01) 7,172.50 2,172.50 DTD 10/01/2023 4.740%08/01/2028 07/02/24 07/02/24 MONEY MARKET FUND MONEY0002 0.00 0.00 490.18 490.18 07/07/24 07/07/24 AMERICAN HONDA FINANCE 02665WEM9 300,000.00 0.00 7,687.50 7,687.50 CORPORATE NOTES DTD 07/07/2023 5.125%07/07/2028 07/09/24 07/09/24 COOPERAT RABOBANK UA/NY 21688ABC5 370,000.00 0.00 8,880.00 8,880.00 DTD 01/09/2024 4.800%01/09/2029 07/11/24 07/11/24 JOHN DEERE CAPITAL CORP 24422EWA3 200.000.00 0.00 1,700.00 1,700.00 CORPORATE NOTES DTD 01/10/2022 1.700%01/11/2027 07/15/24 07/15/24 COMET 2021 A3 A3 14041NFY2 180,000.00 0.00 156.00 156.00 DTD 11/30/2021 1.040%11/15/2026 07/15/24 07/15/24 BACCT 2024-A1 A 05522RD34 500,000.00 0.00 2,191.11 2,191.11 DTD 06/13/2024 4.930%05/15/2029 07/15/24 07/15/24 US TREASURY NOTES 91282CDS7 1,690,000.00 0.00 9,506.25 9.506.25 DTD 01/15/2022 1.125%01/15/2025 07/15/24 07/15/24 COMET 2023-Ai A 14041NGD7 515,000.00 0.00 1,896.92 1,896.92 DTD 05/24/2023 4.420%05/15/2028 07/15/24 07/15/24 US TREASURY N/B NOTES 91282CJT9 575,000.00 0.00 11,500.00 11,500.00 DTD 01/15/2024 4.000%01/15/2027 07/15/24 07/15/24 AMXCA 2023-1 A 025821JZ4 915.000.00 0.00 3,713.38 3,713.38 DTD 06/14/2023 4.870%05/15/2028 07/15/24 07/15/24 NAROT 2023-B A3 65480MAD5 120,000.00 0.00 593.00 593.00 DTD 10/25/2023 5.930%03/15/2028 07/15/24 07/15/24 HART 2022-A A3 448977ADO 97,424.16 0.00 180.23 180.23 DTD 03/16/2022 2.220%10/15/2026 07/15/24 07/15/24 DCENT 2023-A2 A 254683CZ6 625,000.00 0.00 2,567.71 2,567.71 DTD 06/28/2023 4.930%06/15/2028 07/15/24 07/15/24 WOART 2024-A A2A 98164RAB2 165,000.00 0.00 694.38 694.38 OTT)02/14/2024 5.050%04/15/2027 07/15/24 07/15/24 BACCT 2023-Al Al 05522RDGO 650,000.00 0.00 2.594.58 2,594.58 DTD 06/16/2023 4.790%05/15/2028 PFM Asset Management LLC Account- page 28 Page 161 pfml asset management Managed Account Security Transactions & Interest For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST - Transaction Type Principal Accrued Realized GIL Realized GIL Sale Trade Settle Security Description CUSIP Par Proceeds Interest Total Cost Amort Cost Method 07/16/24 07/16/24 GMCAR 2022-1 A3 380146AC4 32,148.89 0.00 33.76 33.76 DTD 01/19/2022 1.260%11/16/2026 07/20/24 07/20/24 BANK OF AMERICA CORP NOTES 06051GLE7 350,000.00 0.00 8,890.00 8,890.00 (CALLABLE) DTD 01/20/2023 5.080%01/20/2027 07/20/24 07/20/24 VALET 2021-1 A3 92868KAC7 38,905.35 0.00 33.07 33.07 DTD 12/13/2021 1.020%06/22/2026 07/21/24 07/21/24 HAROT 2023-4 A3 438123AC5 75,000.00 0.00 354.38 354.38 DTD 11/08/2023 5.670%06/21/2028 07/21/24 07/21/24 HAROT 2021-4 A3 43815GAC3 27,970.28 0.00 20.51 20.51 DTD 11/24/2021 0.880%01/21/2026 07/26/24 07/26/24 GOLDMAN SACHS GROUP INC CORP 38141GWB6 435,000.00 0.00 8,373.75 8,373.75 NOTE(CALLA DTD 01/26/2017 3.850%01/26/2027 07/27/24 07/27/24 MORGAN STANLEY CORP NOTES 6176133R8 225,000.00 0.00 3,515.63 3,515.63 DTD 07/25/2016 3.125%07/27/2026 07/30/24 07/30/24 MEDALLION BANK UTAH 58404DHO7 245,000.00 0.00 110.75 110.75 DTD 07/30/2020 0.550%07/30/2025 07/31/24 07/31/24 US TREASURY NOTES 91282CDWB 825,000.00 0.00 7.218.75 7,218.75 DTD 01/31/2022 1.750%01/31/2029 07/31/24 07/31/24 US TREASURY NOTES 91282CFB2 500,000.00 0.00 6,875.00 6,875.00 DTD 07/31/2022 2.750%07/31/2027 07/31/24 07/31/24 US TREASURY NOTES 91282CBH3 200,000.00 0.00 375.00 375.00 DTD 01/31/2021 0.375%01/31/2026 07/31/24 07/31/24 US TREASURY NOTES 91282CB39 825,000.00 0.00 3,093.75 3,093.75 DTD 01/31/2021 0.750%01/31/2028 07/31/24 07/31/24 US TREASURY NOTES 91282CCRO 725,000.00 0.00 3.625.00 3.625.00 DTD 07/31/2021 1.(X)0%07/31/2028 Transaction Type Sub-Total 16,297,723.25 0.00 115,228.40 115,228.40 07/24/24 07/24/24 ENERBANK USA 29278TOD5 245,0W.00 2450M.0O 90.62 245.090.62 0.00 0.00 DTD 07/24/2020 0.450%07/24/2024 PFM Asset Management LLC Account- Page 29 Page162 pfml asset management Managed Account Security Transactions & Interest For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST - Transaction Type Principal Accrued Realized GIL Realized GIL Sale Trade Settle Security Description CUSIP Par Proceeds Interest Total cost Amort Cost Method Transaction Type Sub-Total 245,000.00 245,000.00 90.62 245,090.62 0.00 0.00 07101124, 07/25/24 FHMSKI46A1 3137HAD45 389.83 389.83 0.00 389.83 0.01 0.00 DTD 07/01/2023 4.777%06/01/2028 07/15/24 07/15/24 HART 2022-A A3 448977ADO 8.118.90 8.118.90 0.00 8.118.90 0.31 0.00 DTD 03/16/2022 2.220%10/15/2026 07/16/24 07/16/24 GMCAR 2022-1 A3 380146AC4 2,708.22 2,708.22 0.00 2,708.22 0.24 0.00 DTD 01/19/2022 1.260%11/16/2026 07/20/24 07/20/24 VALET 2021-1 A3 92868KAC7 4,384.62 4.384.62 0.00 4,384.62 0.17 0.00 DTD 12/13/2021 1.020%06/22/2026 07/21/24 07/21/24 HAROT 2021-4 A3 43815GAC3 2,961.36 2,961.36 0.00 2,961.36 0.62 0.00 DTD 11/24/2021 0.880%01/21/2026 Transaction Type Sub-Total 18,562.93 18,562.93 0.00 18,562.93 1.35 0.00 07/01/24 07/02/24 US TREASURY NOTES 91282CEOO 500,000.00 489,746.09 1,793.48 491,539.57 (8,906.25) (9,844.31) FIFO DTD 05/15/2022 2.750%05/15/2025 07/01/24 07/02/24 FEDERAL FARM CREDIT BANK NOTES 3133EN3M0 325,000.00 323,784.50 1.127.34 324.911.84 (2,340.00) (1,456.80) FIFO DTD 12/05/2022 4.625%12/05/2024 07/16/24 07/17/24 STATE STREET CORP(CALLABLE) 857477BR3 300,000.00 293,664.00 2,342.55 296,006.55 6,435.00 (1,066.46) FIFO CORPORATE N DTD 02/07/2022 1.746%02/06/2026 07/16/24 07/17/24 STATE STREET CORP(CALLABLE) 857477BR3 35,000.00 34.260.80 273.30 34,534.10 (739.20) (739.20) FIFO CORPORATE N DTD 02/07/2022 1.746%02/06/2026 07/16/24 07/17/24 US TREASURY NOTES 91282CEOD 50,000.00 49,107.42 235.39 49.342.81 (757.81) (853.56) FIFO DTD 05/15/2022 2.750%05/15/2025 07/24/24 07/25/24 NATIONAL RURAL UTIL COOP 63743HFE7 75,000.00 73,829.25 287.50 74,116.75 (1,150.501 (1,164.971 FIFO CORPORATE NOTES DTD 05104/2022 3.450%06/15/2025 Transaction Type Sub-Total 1,285,000.00 1,264,392.06 6,059.56 1,270,451.62 (7,458.76) (15,125.30) Managed Account Sub-Total (98,158.70) 109,616.79 11,458.09 (7,457.41) (15,125.30) PFM Asset Management LLC Account- Page 30 Page163 pfml asset management Managed Account Security Transactions & Interest For the Month Ending July 31, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST -- Total Security Transactions ($98,158.70) $109,616.79 $11,458.09 ($7,457.41) ($15,125.30) PFM Asset Management LLC Account- Page 31 Page 164 Rancho Cucamonga Fire Protection District Portfolio Summary RANCHO June 30, 2024 CUCAMONGA Cash Dividends Closing Portfolio Holdings and Income Market Value PFM Managed Account $ 33,548.47 $ 61,263,353.36 PFM Cash Balance - 242,796.11 CAMP Pool - 33,229,563.01 State Pool - 139,298.25 Passbook/Checking Accounts - (67,897.41) Total $ 33,548.47 $ 94,807,113.32 I certify that this report accurately reflects all District pooled investments and is in conformity with the investment policy adopted June 22, 2023. A copy of the investment policy is available in the Finance Department. The Investment Program herein shown provides sufficient cash flow liquidity to meet the next six months'estimated expenditures. Elisa , Treasurer ate ATTACHMENT 2 Page 165 pfml asset management Account Statement Consolidated Summary Statement For the Month Ending ]une 30, 2024 RANCHO CUCAMONGA FIRE PROTECTION DISTRICT Investment Allocation Cash Dividends Closing Portfolio Holdings and Income Market Value Investment Type Closing Market Value Percent PFMAM Managed Account 33,548.47 61,263,353.36 Asset-Backed Security 3,917,869.38 4.14 CAMP Pool 0.00 33,229,563.01 Federal Agency Bond/Note 323,985.03 0.34 Local Agency Investment Fund 0.00 139,298.25 Corporate Note 13,777,060.32 14.57 Passbook/Checking Accounts 0.00 (67,897.41) Bank Note 876,242.50 0.93 Certificate of Deposit 1,494,546.26 1.58 Total $33,548.47 $94,564,317.21 Certificate of Deposit-FDIC Insured 477,200.47 0.50 Federal Agency Commercial Mortgage-Backed Sep 4,830,294.82 5.11 Supra-National Agency Bond/Note 1,996,886.64 2.11 U.S.Treasury Bond/Note 33,569,267.94 35.50 CAMP Pool 33,229,563.01 35.14 Local Agency Investment Fund 139,298.25 0.15 Passbook/Checking Accounts (67,897.41) (0.07) Total $94,564,317.21 100.000/0 Maturity Distribution (Fixed Income Holdings) Sector Allocation Agy Bond/ Portfolio Holdings Closing Market Value Percent Note Local Agency 0.34% Under 30 days 33 545 125.22 35.48 Investment Fun rr/r Corporate Note 0.15% 31 to 60 days 0.00 0.00 //////// 14.56% y CAMP Pool Bank Note 61 to 90 days 0.00 0.00 35.12% 0.93% 91 to 180 days 323,985.03 0.34 oo." o" 181 days to 1 year 3,978,869.22 4.21 rrr//rrrrr/rrr Cert of Deposit r/rrrrr/rrrrr/ /rrrrr/rrrrr/r 1•58% Cert of Deposit- 1 to 2 years 15 086 945.30 15.95FDIC rrrr/rrrr//r iii r/rrrrr/rrr \\i\\\\\ 0.50% 2 to 3 years 12,995,555.25 13.74 3 to 4 years 14,867,161.97 15.72 /ii \�������������������� Federal Agency r \\\\i\\\\\i\ii\\i\\\\\ Commercial 4 to 5 years 13 766 675.22 14.56 \\\\\\\\\i\\\\\i\\ii\ii i\�\i\\\\\i\\\S\i\\\\\i -Mortgage-Backed NN,ssOver 5 years 0.00 0.00 `�. I"�� Security 5.11% Total $94,564,317.21 100,00% Supra-National Agency Bond/Note Weighted Average Days to Maturity 665 64YK'Bond I Note PFM Asset Management LLC Summary Page 1 Page 166 pfml asset management Managed Account Summary Statement For the Month Ending ]une 30, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST - Cash T ansactions Summary- Managed Account Opening Market Value $60,729,894.46 Maturities/Calls 0.00 Maturities/Calls (20,417.02) Sale Proceeds 1,532,082.28 Principal Dispositions (1,530,630.69) Coupon/Interest/Dividend Income 95,160.58 Principal Acquisitions 1,837,844.03 Principal Payments 20,417.02 Unsettled Trades 0.00 Security Purchases (1,844,649.24) Net Cash Contribution (0.04) Change in Current Value 246,662.58 Reconciling Transactions 0.00 dosing Market Value $61,263,353.36 ManagedEarnings Reconciliation (Cash Basis) - . Interest/Dividends/Coupons Received 96,612.17 Closing Cash Balance $242,796.11 Less Purchased Interest Related to Interest/Coupons (6,805.21) Plus Net Realized Gains/Losses (56,258.49) Total Cash Basis Earnings $33,548.47 Earnings Reconciliation (Accrual Basis) Tota I Ending Amortized Value of Securities 62,540,927.49 Ending Accrued Interest 395,215.81 Plus Proceeds from Sales 1,532,082.28 Plus Proceeds of Maturities/Calls/Principal Payments 20,417.02 Plus Coupons/Dividends Received 95,160.58 Less Cost of New Purchases (1,844,649.24) Less Beginning Amortized Value of Securities (62,284,746.89) Less Beginning Accrued Interest (337,558.06) Total Accrual Basis Earnings $116,848.99 PFM Asset Management LLC Account- Page i Page167 pfml asset management Portfolio Summary and Statistics For the Month Ending ]une 30, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST -- Sector Allocation Description Par Value Market Value Percent Bank Note U.S.Treasury Bond/Note 35,655,000.00 33,569,267.94 54.79 1.43% Supra-National Agency Bond/Note 2,115,000.00 1,996,886.64 3.26 \ Cert of Deposit Federal Agency Commercial 4,891,274.57 4,830,294.82 7.88 Cert of Deposit- Mortgage-Backed Security Federal A c Bond Note 325 000.00 323 985.03 0.53 \\i FDIC Agency / \�������s�\SS 0.78% \\\\\\\\\\\\\\ . Corporate Note 14,215,000.00 13,777,060.32 22.49 �������������� Corporate Note \ \\\i\i\\i\\i\\ Certificate of Deposit-FDIC Inswred 490,000AO 477,200.47 0.78 \ 22.49%NN Fed Agy Bond/ Certificate of Deposit 1,490,000.00 1,494,546.26 2.44 i\\\\\\\\\\\\\\ Bank Note 875,000.00 876,242.50 1.43 \\\\\\\\\\\\\\\\ Note \\\\ \\ \\\\\\\\\\\\\\\\ Asset-Backed Security 3,941,448.68 3,917,869.38 6.40 \\\\\\\\\\\\i\\ Federal Agency Managed Account Sub-Total 63,997,723.25 61,263,353.36 100.00% \� Commercial cked Accrued Interest 395,215.81 `\`\\ ort�urity \\\\\i\\\\\\ Total Portfolio 63,997,723.25 61,658,569.17 7.88% US TSY Bond/Note Supra-National 54.79% Agency Bond/Note 3.26% Unsettled Trades 0.00 0.00 Maturity Distribution Characteristics 24.63% 24.27 Yield to Maturity at Cost 3.69% 21.21% 22,47�1° Yield to Maturity at Market 4.83% Weighted Average Days to Maturity 1026 6.49% 0.93% 0.00% 0-6 Months 6-12 Months 1-2 Years 2-3 Years 3-4 Years 4-5 Years over 5 Years PFM Asset Management LLC Account- Paget Page 168 pfml asset management Managed Account Issuer Summary For the Month Ending ]une 30, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST - Credit Quality(S&P Ratings) Market Value Issuer of Holdings Percent A AMAZON.COM INC 736,392.73 1.20 NR 6.03% AMERICAN EXPRESS CO 1,118,118.36 1.83 1.14% A+ AMERICAN HONDA FINANCE 484,908.40 0.79 BB% T73% ASTRAZENECA PLC 139,277.55 0.23 AAA 7.16°r6 BANK OF AMERICA CO 1,653,376.79 2.69 9.24% AA BMW FINANCIAL SERVICES NA LLC 450,151.65 0.73 AA- 1.52% CAPITAL ONE FINANCIAL CORP 684,833.91 1.12 1 CHARLES SCHWAB 279,963.00 0.46 CISCO SYSTEMS INC 269,770.50 0.44 CITIGROUP INC 926,557.75 1.51 COMCAST CORP 429,204.53 0.70 CREDIT AGRICOLE SA 589,677.27 0.96 DEERE&COMPANY 184,466.00 0.30 DISCOVER FINANCIAL SERVICES 622,338.81 1.02 63.2222% ENERBANK USA 244,161.37 0.40 FANNIE MAE 583,541.06 0.95 FEDERAL FARM CREDIT BANKS 323,985.03 0.53 FREDDIE MAC 4,246,753.76 6.92 GM FINANCIAL CONSUMER AUTOMOBILE TRUST 31,435.83 0.05 GOLDMAN SACHS GROUP INC 751,603.03 1.23 HERSHEY COMPANY 417,443.93 0.68 HONDA AUTO RECEIVABLES 103,002.67 0.17 HONEYWELL INTERNATIONAL 254,323.44 0.42 HYUNDAI AUTO RECEIVABLES 95,581.47 0.16 IBM CORP 261,389.48 0.43 INTEL CORPORATION 419,608.40 0.68 INTL BANK OF RECONSTRUCTION AND DEV 1,996,886.64 3.25 IP MORGAN CHASE&CO 460,347.20 0.75 MEDALLION BANK UTAH 233,039.10 0.38 MERCK&CO INC 464,360.00 0.76 META PLATFORMS INC 447,808.05 0.73 MORGAN STANLEY 452,904.49 0.74 PFM Asset Management LLC Account- Page 3 Page 169 pfml asset management Managed Account Issuer Summary For the Month Ending ]une 30, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST -- Market Value Issuer of Holdings Percent NATIONAL AUSTRALIA BANK LTD 387,948.40 0.63 NATIONAL RURAL UTILITIES CO FINANCE CORP 229,916.78 0.38 NATIXIS NY BRANCH 402,992.00 0.66 NISSAN AUTO RECEIVABLES 121,157.82 0.20 NORTHERN TRUST 390,732.80 0.64 PNC FINANCIAL SERVICES GROUP 260,764.35 0.43 RABOBANK NEDERLAND 365,235.88 0.60 STATE STREET CORPORATION 916,877.44 1.50 TEXAS INSTRUMENTS INC 375,721.20 0.61 THE BANK OF NEW YORK MELLON CORPORATION 427,974.70 0.70 TORONTO-DOMINION BANK 501,876.99 0.82 TOYOTA MOTOR CORP 778,216.14 1.27 TRUIST FIN CORP 599,390.19 0.98 UNITED STATES TREASURY 33,569,267.94 54.79 UNITEDHEALTH GROUP INC 304,145.10 0.50 VOLKSWAGEN OF AMERICA 38,198.66 0.06 WAL-MART STORES INC 195,155.80 0.32 WELLS FARGO&COMPANY 876,242.50 1.43 WORLD OMNI AUTO REC TRUST 164,326.47 0.27 Total $61,263,353.36 100.000/0 PFM Asset Management LLC Account- Page Page170 pfml asset management Managed Account Detail of Securities Held For the Month Ending ]une 30, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Dated Date/Coupon/Maturity CUSIP Par Rating Rating Date Date Cost at Cost Interest Cost Value U.S.Treasury Bond / Note US TREASURY NOTES 91282CDS7 1.690.000.00 AA+ Aaa 04/21/22 04/22/22 1,611,639.46 2.90 8,775.01) 1,674,469.08 1,652,767.27 DTD 01/15/2022 1.125%01/15/2025 US TREASURY NOTES 91282CEOD 800,000.00 AA+ Aaa o1104/23 01/06/23 773,000.00 4.27 2,S09.78 790,016.28 783,500.00 DTD 05/15/2022 2.750%05/15/2025 US TREASURY NOTES 91282CEOD 1.500,000.00 AA+ Aaa 07/05/22 07/07/22 1.495,957.03 2.85 5.268.35 1,198,767.34 1,469.062.50 DTD 05/15/2022 2.750%05/15/2025 US TREASURY NOTES 91282CAJO 2,045,000.00 AA+ Aaa 01/06/2-2 01/07/22 1,968,152.73 1.31 1,708.80 2,020,422.72 1,934,442.19 DTD 08/31/2020 0.250%08/31/2025 US TREASURY NOTES 9120285OU 450,000.00 AA+ Aaa 05/18/23 05/22/23 439,312.50 4.07 3.393.44 444,346.29 438,960.96 DTD 10/01/2018 3.000%09/30/2025 US TREASURY NOTES 91282CJB8 800,000.00 AA+ Aaa 12/04/23 12/05/23 803,687.50 4.73 10,054.64 802,563.92 799,624.96 DTD 09/30/2023 5.000%09/30/2025 US TREASURY NOTES 91282CAT8 500,000.00 AA+ Aaa 10/27/22 10/31/22 443,378.91 4.31 210.60 474.840.81 469.765.60 DTD 10/31/2020 0.250%10/31/2025 US TREASURY NOTES 91282CAT8 1,000,000.00 AA+ Aaa 05/12/22 05113/22 916,132.81 2.81 421.19 967,763.76 939,531.20 DTD 10/31/2020 0.250%10/31/2025 US TREASURY NOTES 91282CAZ4 1,345.000.00 AA+ Aaa 06/01/22 06/03/22 1,236.244.14 2.82 427.20 1.300.935.13 1.261,568.04 DTD 11/30/2020 0,375%11/30/2025 US TREASURY NOTES 91282CBH3 200,000.00 AA+ Aaa 09/01/21 09/03/21 197,164.06 0.70 313.19 198,980.75 186,343.76 DTD 01/31/2021 0.375%01/31/2026 US TREASURY NOTES 91282861=2 500,000.00 AA+ Aaa 05/12/22 05/13/22 494,335.94 2.82 4,177.99 497,521.21 481,250.00 DTD 02/28/2019 2.500%02/28/2026 US TREASURY NOTES 91282CGV7 800,000.00 AA+ Aaa 04/01/24 04/03/24 785,187.50 4.72 6,311.48 786.964.20 785,624.% DTD 04/15/2023 3.750%04/15/2026 US TREASURY NOTES 91282CBM 700,000.00 AA+ Aaa 05/25/21 05/27/21 698,660.16 0.79 884.51 699.502.49 650.890.66 DTD 04/30/2021 0,750%04/30/2026 US TREASURY NOTES 9128281136 600,000.00 AA+ Aaa 03/03/22 03/07/22 596,554.69 1.77 1,245.24 598.462.00 566,437.50 DTD 05/16/2016 1.625%05/15/2026 PFM Asset Management LLC Account.- Page 5 Page 171 pfml asset management Managed Account Detail of Securities Held For the Month Ending ]une 30, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST -- Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Dated Date/Coupon/Maturity CUSIP Par Rating Rating Date Date Cost at Cost Interest Cost Value U.S.Treasury Bond / Note US TREASURY NOTES 9128286X3 5500W.U0 AA+ Aaa 07/26/21 07/28/21 587.318.36 0.70 989.92 564.754.26 523.703.13 DTD 05/31/2019 2.125%05/31/2026 US TREASURY NOTES 91282CC38 600,000.00 AA+ Aaa 01/06/22 01/07/22 585.468.75 1.44 14.27 593.520.93 556.593.72 DTD 06/30/2021 0.875%06/30/2026 US TREASURY NOTES 9128282A7 1,000,000.00 AA+ Aaa 04/21/22 04/22/22 939,023.44 3.02 5,645.60 970,014.70 935,781.20 DTD 08/15/2016 1.500%08/15/2026 US TREASURY NOTES 91282CCZ2 1,500,000.00 AA+ Aaa 05/12/22 05/13/22 1.379.472.66 2.84 3.299.18 1.438.193.04 1.380.468.75 DTD 09/30/2021 0.875%09/30/2026 US TREASURY NOTES 91282CDG3 310,000.00 AA+ Aaa 11/01/21 11/03/21 308.595.31 1.22 587.57 309,343.50 286,071.88 DTD 10/31/2021 1,125%10/31/2026 US TREASURY NOTES 91282CDG3 1.000.000.00 AA+ Aaa 11/17/21 11/18/21 993.945.31 1.25 1,895.38 997.146.79 922,812.50 DTD 10/31/2021 1.125%10/31/2026 US TREASURY NOTES 912828V98 700,000.00 AA+ Aaa 08/01/22 08/03/22 686,054.69 2.72 5,927.88 691,929.06 659,859.34 DTD 02/15/2017 2.250%02/15/2027 US TREASURY NOTES 912828ZB9 700,000.00 AA+ Aaa 09/05/23 09/08/23 623,792.97 4.54 2,632.13 641.628.66 640,062.50 DTD 02/29/2020 1.125%02/28/2027 US TREASURY NOTES 912828X88 750,000.00 AA+ Aaa 08/22/22 08/24/22 722,548.83 3.22 2,274.97 733.322.42 706,28910 DTD 05/15/2017 2.375%05/15/2027 US TREASURY NOTES 91282CFB2 500,000.00 AA+ Aaa 01/04/23 01/06/23 475.625.00 3.93 5,741.76 483.550.16 474.765.60 DTD 07/31/2022 2.750%07/31/2027 US TREASURY NOTES 91282CF48 1.000.000.00 AA+ Aaa 05/03/23 05/08/23 1,027.031.25 3.46 10,368.85 1.019.962.06 988.750.00 DTD 09/30/2022 4.125%09/30/2027 US TREASURY NOTES 91282CAU5 500.000.00 AA+ Aaa 01/04/23 01/06/23 425.820.31 3.91 421.20 448.677.27 438.906.25 DTD 10/31/2020 0.500%10/31/2027 US TREASURY NOTES 9128283F5 825,000.00 AA+ Aaa 01/25/23 01/30/23 776,950.20 3.58 2,370.75 791,172.94 767,507.81 DTD 11/15/2017 2.250%11/15/2027 US TREASURY NOTES 91282019 825,000.00 AA+ Aaa 11/03/23 11/06/23 701,991.21 4.67 2,583.79 720,915.64 724,195.31 DTD 01/31/2021 0.750%01/31/2028 PFM Asset Management LLC Account- Page 6 Page 172 pfml asset management Managed Account Detail of Securities Held For the Month Ending ]une 30, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST -- Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Dated Date/Coupon/Maturity CUSIP Par Rating Rating Date Date Cost at Cost Interest Cost Value U.S.Treasury Bond / Note US TREASURY NOTES 9128283W8 1.000.Ouu.(x) AA+ Aaa 04/05/23 04/06/23 973.671.88 3.34 10.350.27 980.372.51 942.500.00 DTD 02/15/2018 2.750%02/15/2028 US TREASURY NOTES 91282CBS9 500,000.00 AA+ Aaa 07/05/23 07/07/23 436.171.88 4.26 1.571.04 449,461.71 445.234.40 DTD 03/31/2021 1.250%03/31/2028 US TREASURY NOTES 91282CBS9 500,000.00 AA+ Aaa 10/02/23 10/04/23 429,921.88 4.75 1,571.04 441,501.86 445,234.40 DTD 03/31/2021 1.250%03/31/2028 US TREASURY NOTES 91282CBZ3 1,150,000.00 AA+ Aaa 06/01/23 06/05/23 1,021,343.75 3.77 2.421.88 1.049.503.02 1.021.703.13 DTD 04/30/2021 1.250%04/30/2028 US TREASURY NOTES 91282CCH2 825,000.00 AA+ Aaa 11/03/23 11/06/23 708.500.98 4.66 28.02 724.830.05 729,867.19 DTD 06/30/2021 1,250%06/30/2028 US TREASURY NOTES 91282CCRO 725,000.00 AA+ Aaa 01/03/24 01/05/24 634,601.56 4.01 3,027.47 644.242.62 633.242.19 DTD 07/31/2021 1.000%07/31/2028 US TREASURY NOTES 91282C]A0 980,000.00 AA+ Aaa 12/04/23 12/05/23 995,197.66 4.27 11,393.17 993,554.25 988,268.75 DTD 09/30/2023 4.625%09/30/2028 US TREASURY N/B NOTES 91282C]F9 700,000.00 AA+ Aaa 02/01/24 02/05/24 731,308.59 3.83 5,749.32 728.862.85 713,234.34 DTD 10/31/2023 4.875%10/31/2028 US TREASURY NOTES 9128285MB 710,000.00 AA+ Aaa 03/04/24 03/06/24 676,413.67 4.25 2,833.73 678,704.98 674,056.25 DTD 11/15/2018 3.125%11/15/2028 US TREASURY N/B NOTES 91282OR3 1,575,000.00 AA+ Aaa 04/01/24 04/03/24 1,534,517.58 4.36 160.50 1,536,408.74 1,535,132.81 DTD 12/31/2023 3.750%12/31/2028 US TREASURY NOTES 91282CDW8 275,000.00 AA+ Aaa 06/03/24 06/05/24 244.137.70 4.45 2.009.62 244.609.43 245.222.67 DTD 01/31/2022 1.750%01/31/2029 US TREASURY NOTES 91282CDW8 550.000.00 AA+ Aaa 02/01/24 02/05/24 498.738.28 3.82 4.019.23 502,874.10 490.445.34 DTD 01/31/2022 1.750%01/31/2029 US TREASURY NOTES 9128286B1 1,275,000.00 AA+ Aaa 05/02/24 05/06/24 1,167,123.05 4.62 12,5%.75 1,170,583.02 1,181,964.78 DTD 02/15/2019 2.625%02/15/2029 US TREASURY NOTES 91282CEE7 1,200,000.00 AA+ Aaa 06/03/24 06/05/24 1,093,734.38 4.44 7.163.93 1.095.304.21 1,097,625.00 DTD 03/31/2022 2.375%03/31/2029 PFM Asset Management LLC Account-page 7 Page 173 pfml asset management Managed Account Detail of Securities Held For the Month Ending ]une 30, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST -- Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Dated Date/Coupon/Maturity CUSIP Par Rating Rating Date Date Cost at Cost Interest Cost Value Security Type Sub-Total 35,655,000.00 33,838,428.56 3.33 155,650.63 34,400,500.76 33,569,267.94 Supra-National Agency Bond I Note INTL BK RECON&DEVELOP NOTES 459058JS3 1,695,000.00 AAA Aaa 05/25/21 05/26/21 1,679,728.05 0.85 4,315.19 1.689.773.28 1,577,665.32 (CALMLE) DTD 02/10/2021 0.650%02/10/2026 INTL BK RECON&DEVELOP NOTES 459058LE1 420.000.00 AAA Aaa 04/03/24 04/10/24 419.890.80 4.76 4,488.75 419,902.53 419,221.32 DTD 04/10/2024 4.750%04/10/2026 Security Type Sub-Total 2,115,000.00 2,099,618.85 1.67 8,803.94 2,109,675.81 1,996,886.64 Federal Agency Commercial Mottgage-Backed Security RIMS K062 A2 3137BUX60 310,000.00 AA+ Aaa 08/17/23 08/22/23 294.500.00 5.07 881.69 298.566.00 298.729.25 DTD 02/01/2017 3.413%12/01/2026 FHMS K067 A2 3137FAWS3 350,000.00 AA+ Aaa 08/17/23 08/22/23 327,810.55 5.00 931.58 332.755.54 333.171.42 DTD 09/28/2017 3,194%07/01/2027 RIMS K505 A2 3137HACX2 600,000.00 AA+ Aaa 07/27/23 08/01/23 600,515.63 4.80 2,409.50 600,417.82 598,213.45 DTD 07/01/2023 4.819%06/01/2028 RIMS KJ46 Al 3137HAD45 601,274.57 AA+ Aaa 07/19/23 07127/23 601,259.56 4.78 2,393.57 601,262.44 598,871.41 DTD 07/01/2023 4.777%06/01/2028 FNA 2023-M6 A2 3136BODE6 600,000.00 AA+ Aaa 08/17/23 08/22/23 577,640.63 5.06 2,095.00 581,596.03 583,541.06 DTD 07/01/2023 4.190%07/01/2028 RIMS K508 A2 3137HAO74 550,000.00 AA+ Aaa 10/11/23 10/19/23 537,935.20 5.26 2,172.50 539,520.43 546,754.29 DTD 10/01/2023 4.740%08/01/2028 RIMS K506 A2 3137HAMH6 600,000.00 AA+ Aaa 09/07/23 09/14/23 591.124.20 4.99 2.325.00 592.430.68 594.683.45 DTD 09/01/2023 4.650%08/01/2028 RIMS K509 A2 3137HAST4 450,000.00 AA+ Aaa 10/25/23 10/31/23 435,652.65 5.60 1,818.75 437,414.85 449.123.29 DTD 10/01/2023 4.850%09/01/2028 RIMS K510 A2 3137HB3D4 220,000.00 AA+ Aaa 11/14/23 11/21/23 219,363.98 5.14 929.32 219.435.50 221,317.03 DTD 11/01/2023 5.069%10/01/2028 RIMS K511 A2 3137HB367 320.000.00 AA+ Aaa 11/28/23 12/07/23 319,080.64 4.93 1.296.00 319.177.93 319.467.83 DTD 12/01/2023 4.860%10/01/2028 PFM Asset Management LLC Account- Page 8 Page174 pfml asset management Managed Account Detail of Securities Held For the Month Ending ]une 30, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST -- Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Dated Date/Coupon/Maturity CUSIP Par Rating Rating Date Date Cost at Cost Interest Cost Value Federal Agency Commercial Mortgage-Backed Security RIMS K514 A2 3137HBLV4 290.000.00 AA+ Aaa 02/01/24 112/08/24 292,899.71 4.34 1,104.90 292,683.00 286.422.34 DTD 02/01/2024 4.572%12101121128 Security Type Sub-Total 4,891,274.57 4,797,782.75 5.01 18,357.81 4,815,260.22 4,830,294.82 Federal Agency :. Note FEDERAL FARM CREDIT BANK NOTES 3133EN3M0 325,000.00 AA+ Aaa 12/07/22 12/09/22 326,124.50 4.44 1,085.59 325.242.84 323,985.03 DTD 12/05/2022 4.625%12/05/2024 Security Type Sub-Total 325,000.00 326,124.50 4.44 1,085.59 325,242.84 323,985.03 Corporate Note NATIONAL RURAL UTIL COOP CORPORATE 6374311FE7 75,000.00 A- A2 04/27/22 05/04/22 74.979.75 3.46 115.00 74,993.79 73,539.45 NOTES DTD 05/04/2022 3.450%06/15/2025 BANK OF NY MELLON CORP NOTES 06406HCOO 250,000.00 A Al 09/12/23 09/14/23 241,557.50 5.62 1,179.51 244.643.89 245,359.50 (CALLABLE) DTD 11/18/2013 3.950%11/18/2025 STATE STREET CORP(CALLABLE) 857477BR3 35,000.00 A Al 02/02/22 02/07/22 35,000.00 1.75 246.14 35,000.00 34,148.42 CORPORATE N DTD 02/07/2022 1,746%02/06/2026 STATE STREET CORP(CALLABLE) 857477BR3 300,000.00 A Al 04/27/22 04/29/22 287.229.00 2.95 2.109.75 294,582.28 292,700.70 CORPORATE N DTD 02/07/2022 1,746%02/06/2026 GOLDMAN SACHS GROUP INC CORP NOTES 38143L18H7 165,000.00 BBB+ A2 05/25/21 05/27/21 183,570.75 1.30 2,165.63 170,787.11 160,653.57 (CALL DTD 02/25/2016 3.750%02/25/2026 GOLDMAN SACHS GROUP INC CORP NOTES 38143L18H7 175,000.00 BBB+ A2 04/27/22 04/29/22 174,895.00 3.77 2,296.87 174,954.64 170,390.15 (CALL DTD 02/25/2016 3.750%02/25/2026 PFM Asset Management LLC Account- Page 9 Page 175 pfml asset management Managed Account Detail of Securities Held For the Month Ending ]une 30, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST -- Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Dated Date/Coupon/Maturity CUSIP Par Rating Rating Date Date Cost at Cost Interest Cost Value Corporate CITIGROUP INC CORP NOTES(CALLABLE) 172967NLI 175,000.00 BBB+ A3 04/27/22 04/29/22 171.647.00 3.82 1.663.28 173.524.49 171.941.53 DTD 03/17/2022 3.290%03/17/2026 IP MORGAN CORP(CALLABLE)NOTES 46625HOW3 340,000.00 A- Al 05/25/21 05/27/21 373.585.20 1.20 2,805.00 350.975.16 329.084.64 DTD 03/23/2016 3.300%04/01/2026 BANK OF AMERICA CORP NOTES 060516FX2 165,000.00 A- Al 05/25/21 05/27/21 182,902.50 1.21 1,155.00 171,578.27 159,874.11 DTD 04/19/2016 3.500%04/19/2026 CIFIGROUP CORP NOTES 172967KNO 170.000.00 BBB+ A3 05/25/21 05/27/21 187,113.90 1.29 963.33 176360.67 164.105.59 DTD 05/02/2016 3.400%05/01/2026 AMAZON INC CORP NOTES(CALLABLE) 023135BX3 375,000.00 AA Al 05/25/21 05/27/21 375.356.25 0.98 510.42 375,130.02 348.824.63 DTD 05/12/2021 1,000%05/12/2026 IBM CORP 459200JZ5 150,000.00 A- A3 09/01/21 09/03/21 165.211.50 1.08 632.50 156.057.99 144.986.10 DTD 05/15/2019 3.300%05/15/2026 ASTRAZENECA FINANCE LLC(CALLABLE) 04636NAAI 150,000.00 A A2 09/01/21 09/03/21 150,814.50 1.08 165.00 150319.47 139,277.55 CORP DTD 05/28/2021 1.200%05/28/2026 TOYOTA MOTOR CREDIT CORP CORPORATE 89236TJK2 110,000.00 A+ Al 09/08/21 09/13/21 109,755.80 1.17 44.69 109.899.31 101.889.59 NOTES DTD 06/18/2021 1.125%06/18/2026 TOYOTA MOTOR CREDIT CORP CORPORATE 89236TJK2 250.000.00 A+ Al 05/12/22 05/16/22 228,305.00 3.42 101.56 239.588.14 231.567.25 NOTES DTD 06/18/2021 1.125%06/18/2026 MORGAN STANLEY CORP NOTES 61761J3118 225.000.00 A- Al 07/05/23 07/07/23 210,663.00 5.42 3.007.81 215,287.84 215.591.85 DTD 07/25/2016 3.125%07/27/2026 STATE STREET CORP NOTES(CALLABLE) 857477CD3 590,000.00 A Al 08/01/23 088/03/23 590,330.40 5.25 12.787.53 590.230.01 590,028.32 DTD 08/03/2023 5.272%08/03/2026 AMERICAN HONDA FINANCE CORPORATE 02665WDZ1 200,000.00 A- A3 12/01/21 12/03/21 197.074.00 1.62 808.89 193.655.49 183.998.80 NOTES DTD 09/09/2021 1.300%09/09/2026 PFM Asset Management LLC Arcowit, Page to Page 176 pfml asset management Managed Account Detail of Securities Held For the Month Ending ]une 30, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST -- Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Dated Date/Coupon/Maturity CUSIP Par Rating Rating Date Date Cost at Cost Interest Cost Value Corporate BANK OF NY MELLON CORP CORP NOTES 06406RAV9 200,000.00 A Al 12/01/21 12/03/21 195.328.00 1.55 443.33 197.802.03 182.615.20 (CALLA DTD 07/27/2021 1.050%10/15/2026 AMERICAN EXPRESS CO(CALLABLE) 025816CM9 225,000.00 BBB+ A2 06/01/22 06/03/22 207.758.25 3.54 587.81 215.861.34 206.897.40 CORPORATE DTD 11/04/2021 1.650%11/04/2026 NATIONAL RURAL COOP CORPORATE 63743HFK3 155,000.00 A- A2 10/30/23 11/02/23 154,945.75 5.61 1,157.33 154.956.86 156.377.33 NOTES(CAL DTD 11/02/2023 5.600%11/13/2026 JOHN DEERE CAPITAL CORP CORPORATE 24422EWA3 200,000.00 A Al 01/11/22 01/13/22 198,872.00 1.82 1,605.56 199.428.58 184.466.00 NOTES DTD 01/10/2022 1.700%01/11/2027 BANK OF AMERICA CORP NOTES 06051GLE7 350,000.00 A- Al 07/05/2-3 07/07/23 344,473.50 5.58 7,951.61 346,012.20 347,729.90 (CALLABLE) DTD 01/20/2023 5.080%01/20/2027 GOLDMAN SACHS GROUP INC CORP NOTE 38141GWB6 435,000.00 BBB+ A2 09/02/22 09/07/22 421,484.55 4.64 7,210.73 427.078.02 420,559.31 (CALLA DTD 01/26/2017 3.850%01/26/2027 IBM CORP CORP NOTES(CALLABLE) 459200KM2 125,000.00 A- A3 03/24/22 03/28/22 120,833.75 2.94 1,084.72 122.768.16 116,403.38 DTD 02/09/2022 2.200%02/09/2027 HONEYWELL INTERNATIONAL(CALLABLE) 438516CE4 280,000.00 A A2 03/03/22 03/07/22 264.583.20 2.27 1,026.67 271.757.94 254.323.44 CORP DTD 08/16/2021 1.100%03/01/2027 TRUIST FINANCIAL CORP NOTES 89788MAD4 275.000.00 A- Baal 03/24/2-2 03/28/22 255.332.00 2.83 1,151.74 264.357.43 255.695.28 (CALLABLE) DTD 03/02/2021 1.267%03/02/2027 CHARLES SCHWAB CORP NOTES 808513BYO 300.000.00 A- A2 04/27/22 04/29/22 284.730.00 3.60 2,409.17 291,583.80 279,963.00 (CALLABLE) DTD 03/03/2022 2.450%03/03/2027 PFM Asset Management LLC Actount- hige 11 Page 177 pfml asset management Managed Account Detail of Securities Held For the Month Ending ]une 30, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST -- Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Dated Date/Coupon/Maturity CUSIP Par Rating Rating Date Date Cost at Cost Interest Cost Value Corporate NORTHERN TRUST CORP NOTE(CALLABLE) 665859AW4 400,000.00 A+ A2 05/12/22 05/16/22 405.484.00 3.70 2.266.67 403,10352 390,732.80 DTD 05/10/2022 4.000%05/10/2027 UNITEDHEALTH GROUP INC CORP NOTES 91324PEG3 65,000.00 A+ A2 05/17/22 05/20/22 64.964.90 3.71 307.31 64,979.80 62.760.10 (CALLA DTD 05/20/2022 3.700%05/15/2027 UNITEDHEALTH GROUP INC CORP NOTES 91324PEG3 250,000.00 A+ A2 06/01/22 06/03/22 253,095.00 3.43 1,181.94 251,773.05 241,385.00 (CALLA DTD 05/20/2022 3.700%05/15/2027 PNC FINANCIAL SERVICES CORP NOTES 693475AT2 275,000.00 A- A3 08/04/22 08/08/22 270.765.00 3.50 1,010.63 272,446.87 260,764.35 (CALLA DTD 05/19/2017 3.150%05/19/2027 AMAZON.COM INC(CALLABLE)CORPORATE 02313513116 100.000.00 AA Al 10/D4/22 10/06/22 86,999.00 4.31 93.33 91.844.76 90.071.30 NOTE DTD 06/03/2020 1.200%06/03/2027 NATIONAL AUSTRALIA BK/NY CORPORATE 63254ABE7 400,000.00 AA- Aa2 06/09/22 06/13/22 396,532.00 4.10 954.56 397,957.65 387,948.40 NOTES DTD 06/09/2022 3.905%06/09/2027 TRUIST FINANCIAL CORP NOTES 89788MAC6 190,000.00 A- Baal 08/22/22 08/24/22 165,100.50 4.08 878.75 174.439.54 167,441.11 (CALLABLE) DTD 08/03/2020 1,125%08/03/2027 TRUIST FINANCIAL CORP NOTES 89788MAC5 200,000.00 A- Baal 10/27/22 10/31/22 163.506.00 5.54 925.00 176.300.% 176,253.80 (CALLABLE) DTD 08/03/2020 1.125%08/03/2027 INTEL CORP NOTES(CALLABLE) 458140BY5 435,000.00 A- A3 09/02/2-2 09/07/22 427.404.90 4.15 6,615.63 430.213.35 419.608.40 DTD 08/05/2022 3.750%08/05/2027 WALMART INC CORP NOTES(CALLABLE) 931142EX7 200.000.00 AA Aa2 09/12/22 09/14/22 200.184.00 3.93 2.457.78 200,116.57 195.155.80 DTD 09/09/2022 3.950%09/09/2027 TOYOTA MOTOR CREDIT CORP CORPORATE 89236TKJ3 450,000.00 A+ Al 10/04/22 10/06/22 445,198.50 4.79 5,744.38 446,880.35 444,759.30 NOTES DTD 09/20/2022 4.550%09/20/2027 PFM Asset Management LLC Attui,i[it - Page 12 Page 178 pfml asset management Managed Account Detail of Securities Held For the Month Ending ]une 30, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST -- Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Dated Date/Coupon/Maturity CUSIP Par Rating Rating Date Date Cost at Cost Interest Cost Value Corporate TEXAS INSTRUMENTS INC CORP NOTES 8825n8BC/ 400,000.00 A+ Aa3 12/07/22 12/09/22 375.432.a0 4.30 1,868.89 383.255.33 375.721.20 (CALLAB DTD 11/03/2017 2.900%11/03/2027 COMCAST CORP NOTES(CALLABLE) 20030NEA5 425.000.00 A- A3 01/25/23 01/30/23 443.173.00 4.35 2.905.35 437.696.78 429.204.53 DTD 11/07/2022 5.350%11/15/2027 AMAZON.COM INC CORP NOTE(CALLABLE) 023135CP9 3(x).(x)0.00 AA Al 12/07/22 12/09/22 302.691.00 4.35 1,137.50 301,833.13 297.496.80 DTD 12/01/2022 4.550%12/01/2027 MORGAN STANLEY CORP NOTES 61747YFP5 235,000.00 A- Al 05/02/24 05/06/24 236,236.10 5.50 2,656.44 236,176.42 237,312.64 (CALLABLE) DTD 04/19/2024 5.652%04/13/2028 IPMORGAN CHASE&CO CORPORATE 46647PEE2 130,000.00 A- Al 05/02/24 05/06/24 130,378.30 5.49 1,388.11 130,360.20 131,262.56 NOTES(CAL DTD 04/22/2024 5.571%04/22/2028 HERSHEY COMPANY CORP NOTES CALLABLE 427866BHO 425,000.00 A Al 05/04/23 05/08/23 429.228.75 4.03 2,859.90 423.238.19 417.443.93 DTD 05/04/2023 4.250%05/04/2028 META PLATFORMS INC COPR NOTES 30303M8L9 450,000.00 AA- Aa3 06/01/23 06/05/23 450.837.00 4.56 2.645.00 450.652.26 447,808.05 (CALLABLE) DTD 05/03/2023 4.600%05/15/2028 MERCK&CO INC CORP NOTES CALLABLE 58933YBH7 475,000.00 A+ Al 05/18/23 05/22/23 471.546.75 4.21 2.351.25 472.316.24 464.360.00 DTD 05/17/2023 4.050%05/17/2028 AMERICAN HONDA FINANCE CORPORATE 02665WEM9 300.000.00 A- A3 07/07/23 07/11/23 298.644.00 5.23 7.431.25 298.908.80 300.909.60 NOTES DTD 07/07/2023 5.125%07/07/2028 BMW US CAPITAL LLC CORP NOTES 05565ECE3 450,000.00 A A2 08/14/23 08/17/23 444.933.00 5.31 8.837.50 445,820.63 450.151.65 (CALLABLE) DTD 08/11/2023 5.050%08/11/2028 CITIBANK NA CORP NOTES(CALLABLE) 17325FBB3 575,000.00 A+ Aa3 10/02/23 10/04/23 572,148.00 5.92 8.527.19 572.521.54 590.510.63 DTD 09/29/2023 5.803%09/29/2028 COOPERAT RABOBANK UA/NY 21688ABC5 370,000.00 A+ Aa2 01/10/24 01/12/24 370,518.00 4.77 8,485.33 370.474.28 365,235.88 DTD 01/09/2024 4.800%01/09/2029 PFM Asset Management LLC Accot,r,t- Page 13 Page 179 pfml asset management Managed Account Detail of Securities Held For the Month Ending ]une 30, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST -- Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Dated Date/Coupon/Maturity CUSIP Par Rating Rating Date Date Cost at Cost Interest Cost Value Corporate CISCO SYSTEMS INC CORPORATE NOTES 17275RBR2 270,(X)O.(X) AA- Al 02/21/24 02/26/24 269.905.50 4.86 4.546.88 269.911.34 269.770.50 (CALLA DTD 02/26/2024 4.850%02/26/2029 Security Type Sub-Total 14,215,000.00 14,063,237.25 3.95 135,463.15 14,102,396.49 13,777,060.32 Certificate of Deposit-FDIC Insured ENERBANK USA 29278TOD5 245,000.00 NR NR 07/24/20 07/24/20 245,000.00 0.45 21.14 245.000.00 244,161.37 DTD 07/24/2020 0.450%07/24/2024 MEDALLION BANK UTAH 58404DH07 245,000.00 NR NR 07/30/20 07/30/20 245,000.00 0.55 3.69 245.000.0) 233.039.10 DTD 07/30/2020 0.550%07/30/2025 Security Type Sub-Total 490,000.00 490,000.00 0.50 24.83 490,000.00 477,200.47 Certificate of Deposit TORONTO DOMINION BANK NY CERT 8911586K1 500,000.00 A Al 10/27/22 10/31/22 500,000.00 5.58 19.444.44 500.000.00 501.876.99 DEPOS DTD 10/31/2022 5.600%10/27/2025 NATMIS NY BRANCH CERT DEPOS 638730P65 400,000.00 A Al 09/18/23 09/20/23 400,000.00 5.61 17.765.00 400.000.00 402.992.00 DTD 09/20/2023 5.610%09/18/2026 CREDIT AGRICOLE CIB NY CERT DEPOS 22536DWD6 590,000.00 A+ Aa3 02/01/24 02/05/24 590,000.00 4.76 11,467.63 590,000.00 589,677.27 DTD 02/05/2024 4.760%02/01/2027 Security Type Sub-Total 1,490,000.00 1,490,000.00 5.27 48,677.07 1,490,000.00 1,494,546,26 WELLS FARGO BANK NA BANK NOTES 9498836D4 875,000.(N) A+ Aa2 08/03/23 08/09/23 874.475.00 5.47 19,075.00 874.631.92 876.242.50 (CALLABLE DTD 08/09/2023 5.450%08/07/2026 Security Type Sub-Total 875,000.00 874,475.00 5.47 19,075.00 874,631.92 876,242.50 Asset-Backed Security PFM Asset Management LLC Account- Page 14 Page180 pfml asset management Managed Account Detail of Securities Held For the Month Ending ]une 30, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST -- Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Dated Date/Coupon/Maturity CUSIP Par Rating Rating Date Date Cost at Cost Interest Cost Value Asset-Backed security HAROT 2021-4 A3 43815GAO 27.970.28 NR Aaa 11/16/21 11/24/21 27.964.38 0.89 6.84 27,968.07 27.403.90 DTD 11/24/2021 0.880%01/21/2026 VALET 2021-1 A3 92868KAC7 38,905.35 AAA Aaa 12/07/21 12/13/21 38.903.83 1.02 12.13 38.904.69 38.198.66 DTD 12/13/2021 1.020%06/22/2026 HART 2022-A A3 448977ADO 97,424.16 AAA NR 03/09/22 03/16/22 97,420.41 2.22 %.13 97,422.29 95,581.47 DTD 03/16/2022 2.220%10/15/2026 COMET 2021-A3 A3 14041NFY2 180.000.00 AAA NR 11/18/21 11/30/21 179,975.20 1.04 83.20 179,988.13 176.914.03 DTD 11/30/2021 1.040%11/15/2026 GMCAR 2022-1 A3 380146AC4 32.148.89 AAA NR 01/11/22 01/19/22 32,146.09 1.26 16.88 32,147.51 31,435.83 DTD 01/19/2022 1,260%11/16/2026 WOART 2024-A A2A 98164RAB2 165,000.00 AAA NR 02/06/24 02/14/24 164.987.08 5.05 370.33 164.988.52 164.326.47 DTD 02/14/2024 5.050%04/15/2027 NAROT 2023-B A3 65480MAD5 120,000.00 NR Aaa 10/18/23 10/25/23 119.975.64 5.94 316.27 119,979.03 121,157.82 DTD 10/2512023 5.930%03/15/2028 AMXCA 2023-1 A 0258233Z4 400,000.00 AAA NR (18/07/23 08/10/23 399,125.00 4.92 865.78 399.288.94 398,347.96 DTD 06/14/2023 4.870%05/15/2028 COMET 2023-Al A 14041NGD7 515,000.00 AAA NR 07/14/23 07/18/23 508,039.45 4.73 1,011.69 509,417.35 507,919.88 DTD 05/24/2023 4.420%05/15/2028 AMXCA 2023-1 A 025823JZ4 515,000.00 AAA NR 07/14/23 07/18/23 514.537.30 4.89 1,114.69 514.628.90 512.873.00 DTD 06/14/2023 4.870%05/15/2028 BACCT 2023-Al Al 05522RDGO 650.000.00 AAA NR 07/14/23 07/18/23 647.867.19 4.87 1.383.78 648.289.40 646.044.43 DTD 06/16/2023 4.790%05/15/2028 DCENT 2023-A2 A 254683CZ6 625.000.00 AAA Aaa 07/14/23 07/18/23 625.292.97 4.92 1,369.44 625.235.98 622.338.81 DTD 06/28/2023 4.930%06/15/2028 HAROT 2023-4 A3 438123AC5 75,000.00 NR Aaa 11/01/23 11/08/23 74,986.79 5.67 118.13 74,988,44 75,598.77 DTD 11/08/2023 5.670%06/21/2028 BACCT 2024-A1 A 05522RDJ4 500,000.00 AAA Aaa 06/06/24 06/13/24 499,971.95 5.25 1.312.50 499.972.20 499.728.35 DTD 06/13/2024 5.250%05/15/2029 PFM Asset Management LLC Account- Pacie 15 Page 181 pfml asset management Managed Account Detail of Securities Held For the Month Ending ]une 30, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Dated Date/Coupon/Maturity CUSIP Par Rating Rating Date Date Cost at Cost Interest Cost Value Security Type Sub-Total 3,941,448.68 3,931,193.28 4.64 8,077.79 3,933,219.45 3,917,869.38 Managed Account Sub-Total 63,997,723.25 61,910,860.19 3.69 395,215.81 62,540,927.49 61,263,353.36 Securities Sub-Total $63,997,723.25 $61,910,860.19 3.69% $395,215.81 $62,540,927.49 $61,263,353.36 Accrued Interest $395,215.81 Total Investments $61,658,569.17 PFM Asset Management LLC Account- Page 16 Page182 pfml asset management Managed Account Fair Market Value & Analytics For the Month Ending June 30, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost Duration at Mkt U.S.Treasury Bond / Note US TREASURY NOTES 91282CDS7 1.6911,01N1.00 MORGAN_ 97.80 1.652,767.27 41,127.81 (21.701.81) 0.54 5.31 DTD 01/15/2022 1.125%01/15/2025 US TREASURY NOTES 91282CEOD 800,01)Ud111 81,10 97.94 783,500.00 10,500.00 (6,516.28) 0.87 5.19 DTD 05/15/2022 2.750%05/15/2025 US TREASURY NOTES 91282CEQD 1,500,000.00 MORGAN_ 97.94 1,469,062.50 (26,894.53) (29,704.84) 0.87 519 DTD 05/15/2022 2.750%05/15/2025 US TREASURY NOTES 91282CA)0 2,045.000.00 MORGAN_ 94.59 1,934,442.19 (33.710.54) (85,980.53) 1.17 5.07 DTD 08/31/202D 0.250%08/31/2025 US TREASURY NOTES 912828500 450,000.00 MORGAN_ 97.55 438,960.96 (351.54) (5,385.33) 1.23 5.04 DTD 10/01/2018 3.000%09/30/2025 US TREASURY NOTES 91282C)BS 800,000.00 BMO 99.95 799,624.% (4,062.54) (2,938.96) 1.22 5.04 DTD 09/30/2023 5.000%09/30/2025 US TREASURY NOTES 91282CATS 500.000.00 BMO 93.95 469.765.60 26.386.69 (5.075.21) 1.34 4.99 DTD 10/31/2020 0.250%10/31/2025 US TREASURY NOTES 91282CAT8 1,000,000.00 CI IGRP 93.95 939,531.20 23,398.39 (28,232.56) 1.34 4.99 DTD 10/31/2020 0.250%10/31/2025 US TREASURY NOTES 91282CAZ4 1,345,000.00 CMGRP 93.80 1,261.568.04 25.323.90 (39.367.09) 1.42 4.96 DTD 11/30/2020 0.375%11/30/2025 US TREASURY NOTES 91282CBH3 200,000.00 NOMURA 93.17 186.343.76 (10,820.30) (12,636.99) 1.58 4.90 DTD 01/31/20210.375%01/31/2026 US TREASURY NOTES 9128286F2 500,000.00 CMGRP 96.25 481,250.00 (13.085.94) (16.271.21) 1.64 4.87 DTD 02/28/2019 2.500%02/28/2026 US TREASURY NOTES 91282CGV7 800,000.00 BMO 98.20 785,624.96 437.46 (1,339.24) 1.74 4.81 DTD 04/15/2023 3,750%04/15/2026 US TREASURY NOTES 91282CBWO 700,000.00 BNP PAR 92.98 650,890.66 (47,769.50) (48,611.83) 1.83 4.79 DTD 04/30/2021 0.750%04/30/2026 US TREASURY NOTES 912828R36 600,000.00 CMGRP 94.41 566.437.50 (30,117.19) (32.024.50) 1.86 4.78 DTD 05/16/2016 1.625%05/15/2026 US TREASURY NOTES 9128286X3 550.000.00 CMGRP 95.22 523,703.13 (63,615.23) (41,05113) 1.89 4.76 DTD 05/31/2019 2,125%05/31/2026 US TREASURY NOTES 91282CCJB 600,000.00 WELLS F 92.77 556,593.72 (28,875.03) (36,927.21) 1.98 4.71 DTD 06/311/2021 0.875%06/30/2026 US TREASURY NOTES 9128282A7 1.000.000.00 MERRILL 93.58 935,781.20 (3,242.24) (34.233.50) 209 4.71 DTD 08/15/2016 1.500%08/15/2026 PFM Asset Management LLC Account- Page 17 Page 183 pfml asset management Managed Account Fair Market Value & Analytics For the Month Ending June 30, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost Duration at Mkt U.S.Treasury Bond / Note US TREASURY NOTES 91282CCZ2 1.500,000.00 NOMURA 92.03 1.380,468.75 996.09 (57.724.29) 2.23 4.64 DTD 09/30/2021 0.875%09/30/2026 US TREASURY NOTES 91282CDG3 310,000.00 MORGAN_ 92.28 286,071.88 (22,523.43) (23,271.62) 2.31 4.65 DTD 10/31/2021 1.125%10/31/2026 US TREASURY NOTES 91282CDG3 1,000,000.00 CITIGRP 92.28 922,812.50 (71,132.81) (74,334.29) 2.31 4.65 DTD 10/31/2021 1.125%10/31/2026 US TREASURY NOTES 912828V98 700.000.00 MERRILL 94.27 659.859.34 (26,195.35) (32,069.72) 2.55 4.59 DTD 02/15/2017 2.250%02/15/2027 US TREASURY NOTES 912828ZB9 700,000.00 BMO 91.44 640,062.50 16,269.53 (1,566.16) 2.63 4.57 DTD 02/29/2020 1.125%02/28/2027 US TREASURY NOTES 91282SX88 750,000.00 MERRILL 94.17 706,289.10 (16,259.73) (27,033.32) 2.79 4.56 DTD 05/15/2017 2.375%05/15/2027 US TREASURY NOTES 91282CFB2 500.000.00 BMO 94.95 474.765.60 (859.40) (8.784.56) 2.95 4.52 DTD 07/31/2022 2.750%07/31/2027 US TREASURY NOTES 91282CFMB 1,000,000.00 CITIGRP 98.88 988,750.00 (38,281.25) (31,212.06) 3.05 4.50 DTD 09/30/2022 4.125%09/30/2027 US TREASURY NOTES 91282CAU5 500.000.00 MERRILL 87.78 438.906.25 13.085.94 (9.771.02) 3.31 4.49 DTD 10/31/2020 0.500%10/31/2027 US TREASURY NOTES 91282831`5 825,000.00 CITIGRP 93.03 767,507.81 (9,442.39) (23,665.13) 3.26 4.50 DTD 11/15/2017 2.250%11/15/2027 US TREASURY NOTES 91282CBJ9 825,000.00 BMO 87.78 724,195.31 22.204A0 3,279.67 3.53 4.48 DTD 01/31/2021 0.750%01/31/2028 US TREASURY NOTES 9128283W8 1,000,000.00 BMO 94.25 942,500.00 (31,171.88) (37,872.51) 3.44 4.48 DTD 02/15/2018 2.750%02/15/2028 US TREASURY NOTES 91282CBS9 500,000.00 JPM_CHA 89.05 445,234.40 9,062.52 (4,227.31) 3.66 4.45 DTD 03/31/2021 1.250%03/31/2028 US TREASURY NOTES 91282CBS9 500,000.00 MERRILL 89.05 445.234.40 15,312.52 3,732.54 3.66 4.45 DTD 03/31/2021 1.250%03/31/2028 US TREASURY NOTES 91282CBZ3 1,150,000.00 BMO 88.84 1,021,703.13 359.38 (27,799.89) 3.75 4.45 DTD 04/30/2021 1,250%04/30/2028 US TREASURY NOTES 91282CCH2 825,000.00 MORGAN_ 88.47 729,867.19 21,366.21 5,037.14 3.89 4.43 DTD 06/30/2021 1.250%06/30/2028 US TREASURY NOTES 91282CCRO 725,000.00 WELLS F 87.34 633,242.19 (1.359.37) (11,0(X).43) 3.99 4AZ DTD 07/31/2021 1.000%07/31/2028 PFM Asset Management LLC Account- rage 18 Page 184 pfml asset management Managed Account Fair Market Value &Analytics For the Month Ending ]une 30, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST -- Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost Duration at Mkt U.S.Treasury Bond / Note US TREASURY NOTES 91282CIAO 980,000.00 MERRILL 100.84 988,268.75 (6.928.91) (5,285.50) 3.87 4.41 DTD 09/30/2023 4.625%09/30/2028 US TREASURY N/B NOTES 91282CIF9 700,000.00 CITIGRP 101.89 713,234.34 (18,074.25) (15,628.51) 3.94 4.39 DTD 10/31/2023 4.875%10/31/2028 US TREASURY NOTES 9128285M8 710,000.00 BMO 94.94 674,056.25 (2,357.42) (4,648.73) 4.10 4.41 DTD 11/15/2018 3.125%11/15/2028 US TREASURY N/B NOTES 91282CIR3 1,575,000.00 BMO 97A7 1.535.132.81 615.23 (1,275.93) 4.10 4.38 DTD 12/31/2023 3.750%12/31/2028 US TREASURY NOTES 91282CDW8 275,000.00 BMO 89.17 245,222.67 1,084.97 613.24 4.38 4.38 DTD 01/31/2022 1.750%01/31/2029 US TREASURY NOTES 91282CDWB 550,000.00 NOMURA 89.17 490,445.34 (8,292.94) (12,428.76) 4.38 4.38 DTD 01/31/2022 1.750%01/31/2029 US TREASURY NOTES 9128286BI 1,275.000.00 MERRILL 92.70 1.181.964.78 14.841.73 11.381.76 4.33 4.38 DTD 02/15/2019 2.625%02/15/2029 US TREASURY NOTES 91282CEE7 1,200,000.00 CITIGRP 91.47 1,097,625.00 3,890.62 2,320.79 4.49 4.38 DTD 03/31/2022 2.375%03/31/2029 Security Type Sub-Total 35,655,000.00 33,569,267.94 (269,160.62) (831,232.82) 2.56 4.70 Supra-National Agency Bond Note INTL BK RECON&DEVELOP NOTES 459058JS3 1,695,000.00 KEYBANC 08/10/24 93.08 1,577,665.32 (102,062.73) (112,107.96) 0.14 5.18 (CALLABLE) DTD 02/10/2021 0.650%02/10/2026 INTL BK RECON&DEVELOP NOTES 459058LE1 420.000.00 MERRILL 99.81 419.221.32 (669.48) (681.21) 1.71 4.86 DTD 04/10/2024 4.750%04/10/2026 Security Type Sub-Total 2,115,000.00 1,996,886.64 (102,732.21) (112,789.17) 0.47 5.11 Federal Agency Commercial Mortgage-Backed Security FHMS K062 A2 3137BUX60 310,000.00 BARCLAY 96.36 298,729.25 4,229.25 163.25 2.27 5.01 DTD 02/01/2017 3.413%12/01/2026 FHMS K067 A2 3137FAWS3 350.000.00 TD 95.19 333,171.42 5,360.87 415.88 2,811 4.92 DTD 09/28/2017 3.194%07/01/2027 PFM Asset Management LLC Account- Page 19 Page 185 pfml asset management Managed Account Fair Market Value & Analytics For the Month Ending ]une 30, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST - Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost Duration at Mkt Federal Agency Commercial Mortgage-Backed Security FHMS K505 A2 3137HACX2 600,000.00 AMHERST 99.70 598,213.45 (2.302.18) (2.204.37) 3.45 4.90 DTD 07/01/2023 4.819%06/01/2028 FHMS KJ46 Al 3137HAD45 601,274.57 IPM CHA 99.60 598,871.41 (2,388.15) (2,391.03) 2.68 4.89 DTD 07/01/2023 4.777%06/01/2028 FNA 2023-M6 A2 3136BQDE6 600,000.00 JPM CHA 97.26 583,541.06 5,900.43 1,945.03 3.60 4.95 DTD 07/01/2023 4.190%07/01/2028 FHMS K508 A2 3137HAO74 550.000.00 BMO 99A1 546.754.29 8.819.09 7,233.86 3.61 4.90 DTD 10/01/2023 4.740%08/01/2028 FHMS K506 A2 3137HAMH6 600,000.00 WELLS_F 99.11 594,683.45 3,559.25 2,252.77 3.59 4.89 DTD 09/01/2023 4.650%08/01/2028 FHMS K509 A2 3137HAST4 450,000.00 MORGAN_ 99.81 449,123.29 13,470.64 11.708.44 3.68 4.90 DTD 10/01/2023 4.850%09/01/2028 FHMS K510 A2 31371163134 220.000.00 JPM CHA 100.60 221.317.03 1.953.05 1.881.53 3.70 4.91 DTD 11/01/2023 5.069%10/01/2028 FHMS K511 A2 3137HB3G7 320,000.00 MERRILL 99.83 319,467.83 387.19 289.90 3.75 4.90 DTD 12/01/2023 4.860%10/01/2028 FHMS K514 A2 3137HBLV4 290.000.00 JPM CHA 98.77 286.422.34 (6.477.37) (6.260.66) 3.84 4.88 DTD 02/01/2024 4.572%12/01/2028 Security Type Sub-Total 4,891,274.57 4,830,294.82 32,512.07 15,034.60 3.37 4.91 Federal Agency :. Note FEDERAL FARM CREDIT BANK NOTES 3133FN3M0 325,000.01) KEYBANC 99.69 323,985.03 (2,139.47) (1,257.81) 0.44 5.35 DTD 12/05/2022 4.625%12/05/2024 Security Type Sub-Total 325,000.00 323,985.03 (2,139.47) (1,257.81) 0.44 5.35 Corporate NATIONAL RURAL UTIL COOP CORPORATE 63743HFE7 75,[IINl.00 RBC 98.05 73.539.45 (1,440.30) (1,454.34) 0.95 5.56 NOTES DTD 05/04/2022 3.450%06/15/2025 BANK OF NY MELLON CORP NOTES 06406HCOD 250.000.00 JSEB 10/18/25 98.14 215,359.50 3.802.00 715.61 1.28 5.Il6 (CALLABLE) DTD 11/18/2013 3.950%11/18/2025 PFM Asset Management LLC Accoun� Page 20 Page 186 pfml asset management Managed Account Fair Market Value & Analytics For the Month Ending June 30, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST - Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost Duration at Mkt Corporate Note STATE STREET CORP(CALLABLE) 857477BR3 35.000.00 GOLDMAN 02/26/25 97.57 34.148.42 (851.58) (851.58) 0.66 3.32 CORPORATE N DTD 02/07/2022 1.746%02/06/2026 STATE STREET CORP(CALLABLE) 857477BR3 300.000.00 GOLDMAN 02/26/25 97.57 292,700.70 5.471.70 (1.881.58) 0.66 3.32 CORPORATE N DTD 02/07/2022 1.746%02/06/2026 GOLDMAN SACHS GROUP INC CORP NOTES 38143U8H7 165.000.00 JPMCHA 11/25/25 97.37 160.653.57 (22,917.18) (10,133.54) 1.37 5.43 (CALL DTD 02/25/2016 3.750%02/25/2026 GOLDMAN SACHS GROUP INC CORP NOTES 38143U8H7 175,000.00 MKTX 11/25/25 97.37 170,390.15 (4,504.85) (4,564.49) 1.37 5.43 (CALL DTD 02/25/2016 3.750%02/25/2026 CITIGROUP INC CORP NOTES(CALLABLE) 172967NLI 175.000.00 GOLDMAN 03/17/25 98.25 171.941.53 294.53 (1.582.96) 0.71 4.36 DTD 03/17/2022 3.290%03/17/2026 JP MORGAN CORP(CALLABLE)NOTES 46625HOW3 340,000.00 JSEB 01/01/26 96.79 329,084.64 (44,500.56) (21,890.52) 1.47 5.24 DTD 03/23/2016 3.300%04/01/2026 BANK OF AMERICA CORP NOTES 06051GFX2 165.000.00 FIFTH-3 96.89 159.874.11 (23.028.39) (11.704.16) 1.76 5.33 DTD 04/19/2016 3.500%04/19/2026 CITIGROUP CORP NOTES 172967KN0 170,000.00 JPM CHA 96.53 164.105.59 (23,008.31) (12,255.08) 1.79 5.41 DTD 05/02/2016 3.400%05/01/2026 AMAZON INC CORP NOTES(CALLABLE) 023135BX3 375,000.00 UBS 04/12/26 93.02 348,824.63 (26,531.62) (26,305.39) 1.77 4.96 DTD 05/12/2021 1.000%05/12/2026 IBM CORP 459200JZ5 150,000.00 MORGAN_ 96.66 144,986.10 (20,225.40) (11,071.89) 1.83 5.19 DTD 05/15/2019 3,300%05/15/2026 ASTRAZENECA FINANCE LLC(CALLABLE) 04636NAAl 150,000.00 MORGAN_ 04/28/26 92.85 139,277.55 (11,536.95) (11,041.92) 1.82 5.18 CORP DTD 05/28/2021 1.200%05/28/2026 TOYOTA MOTOR CREDIT CORP 89236TJK2 110,000.00 JPMCCHA 92.63 101,889.59 (7,866.21) (8,009.72) 1.95 5.11 CORPORATE NOTES DTD 06/18/2021 1,125%06/18/2026 TOYOTA MOTOR CREDIT CORP 89236TJK2 250,000.00 JSEB 92.63 231,567.25 3,262.25 (8,020.89) 1.95 5.11 CORPORATE NOTES DTD 06/18/2021 1,125%06/18/2026 PFM Asset Management LLC Accotmt- Page 21 Page 187 pfml asset management Managed Account Fair Market Value & Analytics For the Month Ending June 30, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST - Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost Duration at Mkt Corporate Note MORGAN STANLEY CORP NOTES 6176113118 225.000.00 SEEL 95.82 215,591.85 4.928.85 304.01 2.110 5.28 DTD 07/25/2016 3.125%07/27/2026 STATE STREET CORP NOTES(CALLABLE) 857477CD3 590,000.00 JPM_CHA 100.00 590,028.32 (302.08) (201.69) 1.97 5.27 DTD 08/03/2023 5.272%08/03/2026 AMERICAN HONDA FINANCE CORPORATE 02665WDZI 200,000.00 RBC 92.00 183,998.80 (13,075.20) (14,656.69) 2.16 5.21 NOTES DTD 09/09/2021 1,300%09/09/2026 BANK OF NY MELLON CORP CORP NOTES 06406RAV9 200.000.00 DEUTSCH 09/15/26 91.31 182.615.20 (12.712.80) (15.186.83) 2.19 5.12 (CALLA DTD 07/27/2021 1.050%10/15/2026 AMERICAN EXPRESS CO(CALLABLE) 025816CM9 225,000.00 JSEB 10/04/26 91.95 206,897.40 (860.85) (8,963.94) 2.23 5.35 CORPORATE DTD 11/04/2021 1.650%11/04/2026 NATIONAL RURAL COOP CORPORATE 63743HFK3 155,000.00 MIZUHO 10/13/26 100.89 156,377.33 1,431.58 1,420.47 2.17 5.20 NOTES(CAL DTD 11/02/2023 5.600%11/13/2026 JOHN DEERE CAPITAL CORP CORPORATE 24422EWA3 200.000.00 JPM_CHA 92.23 184.466.00 (14.406.00) (14.962.58) 2.47 5.01 NOTES DTD 01/10/2022 1.700%O111112027 BANK OF AMERICA CORP NOTES 06051GL E7 350,000.00 JPM_CHA 01/20/26 99.35 347,729.90 3,256.40 1,717.70 1.49 5.35 (CALLABLE) DTD 01/20/2023 5.080%01/20/2027 GOLDMAN SACHS GROUP INC CORP NOTE 38141GWB6 435,000.00 MORGAN_ 01/26/26 96.68 420,559.31 (925.24) (6,518.71) 1.52 5.25 (CALLA DTD 01/26/2017 3.850%01/26/2027 IBM CORP CORP NOTES(CALLABLE) 459200KM2 125.000.00 DEUTSCH 01/09/27 93.12 116.403.38 (4.430.37) (6.364.78) 2.45 5.05 DTD 02/09/2022 2.200%02/09/2027 HONEYWELL INTERNATIONAL(CALLABLE) 438516CE4 280.000.00 MORGAN_ 02/01/27 90.83 254.323.44 (10,259.76) (17.434.50) 2.55 4.80 CORP DID 08/16/2021 1,100%03/01/2027 TRUIST FINANCIAL CORP NOTES 89788MAD4 275,000.00 GOLDMAN 03/02/26 92.98 255,695.28 363.28 (8,662.15) 1.66 4.07 (CALLABLE) DTD 03/02/2021 1,267%03/02/2027 PFM Asset Management LLC Account- rage 22 Page 188 pfml asset management Managed Account Fair Market Value & Analytics For the Month Ending June 30, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST - Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost Duration at Mkt Corporate Note CHARLES SCHWAS CORP NOTES &)8513BY0 31NLOW.00 CSFB 02/03/27 93.32 279.963 01) (4.767.(K)) (11,620.80) 2.51 5.15 (CALLABLE) OTD 03/03/2022 2.450%03/03/2027 NORTHERN TRUST CORP NOTE(CALLABLE) 665859AW4 400.000.00 DEUTSCH 04/10/27 97.68 390,732.80 (14.751.20) (12.370.72) 2.65 4.38 DTD 05/10/2022 4.000%05/10/2027 UNITEDHEALTH GROUP INC CORP NOTES 91324PEG3 65,000.00 MERRILL 04/15/27 96.55 62,760.10 (2,204.80) (2,219.70) 2.67 5.1)o (CALLA OTD 05/20/2022 3.700%05/15/2027 UNITEDHEALTH GROUP INC CORP NOTES 91324PEG3 250,000.00 MKTX 04/15/27 96.55 241,385.00 (11,710.00) (10,388.05) 2.67 5.00 (CALLA DTD 05/20/2022 3.700%05/15/2027 PNC FINANCIAL SERVICES CORP NOTES 693475AT2 275.000.00 JSEB 04/19/27 94.82 260.764.35 (10.000.65) (11.682.52) 2.70 5.10 (CALLA OTD 05/19/2017 3.150%05/19/2027 AMAZON.COM INC(CALLABLE) 023135BR6 100,000.00 CIIIGRP 04/03/27 90.07 90,071.30 3,072.30 (1,773.46) 2.72 4.88 CORPORATE NOTE DTD 06/03/2020 1.200%06/03/2027 NATIONAL AUSTRALIA BK/NY CORPORATE 63254ABE7 400,000.00 JPM_CHA 96.99 387,948.40 (8,583.60) (10,009.25) 2.80 5.02 NOTES DTD 06/09/2022 3.905%06/09/2027 TRUIST FINANCIAL CORP NOTES 89788MAC5 190.000.00 JSEB 06/03/27 88.13 167,441.11 2.340.61 (6,998.43) 2.87 5.34 (CALLABLE) DTD 08/03/2020 1.125%08/03/2027 TRUIST FINANCIAL CORP NOTES 89788MAC6 200,000.00 GOLDMAN 06/03/27 88.13 176,253.80 12.747.80 (47.16) 2.87 5.34 (CALLABLE) OTD 08/03/2020 1.125%08/03/2027 INTEL CORP NOTES(CALLABLE) 458140BY5 435.000.00 BNP_PAR 07/05/27 96.46 419,608.40 (7,796.50) (10,604.95) 2.84 5.00 DTD 08/05/2022 3.750%08/05/2027 WALMART INC CORP NOTES(CALLABLE) 931142EX7 200,000.00 JPM CHA 08/09/27 97.58 195,155.80 (5,028.20) (4,960.77) 2.92 4.78 DTD 09/09/2022 3,950%09/09/2027 TOYOTA MOTOR CREDIT CORP 89236TK13 450,000.00 CTTIGRP 98.84 444,759.30 (439.20) (2,121.05) 3.00 4.94 CORPORATE NOTES DTD 09/20/2022 4.550%09/20/2027 PFM Asset Management LLC Account- Page 23 Page 189 pfml asset management Managed Account Fair Market Value & Analytics For the Month Ending June 30, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST - Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost Duration at Mkt Corporate Note TEXAS INSTRUMENTS INC CORP NOTES 882508BC7 4(MMI1).00 MORGAN_ 08/03/27 93.93 375,721.2E) 289.20 (7,534.13) 2.97 4.89 (CALLAB DTD 11/03/2017 2.900%11/03/2027 COMCAST CORP NOTES(CALLABLE) 20030NEA5 42-5.000.00 TD 10/15/27 100.99 429,204.53 (13.968.47) (8,492.25) 3.05 5.03 DTD 11/07/2022 5.350%11/15/2027 AMAZON.COM INC CORP NOTE(CALLABLE) 023135CP9 300,000.00 RBC 11/01/27 99.17 297,496.80 (5,194.20) (4,336.33) 3.13 4.82 DTD 12/01/2022 4,550%12/01/2027 MORGAN STANLEY CORP NOTES 61747YFP5 235.000.00 3SEB 04/13/27 100.98 237.312.64 1.076.54 1,136.22 2.59 5.36 (CALLABLE) DTD 04/19/2024 5.652%04/13/2028 IPMORGAN CHASE&CO CORPORATE 46647PEE2 130,000.00 MKTX 04/22/27 100.97 131,262.56 884.26 902.36 2.62 5.29 NOTES(CAL DTD 04/22/2024 5.571%04/22/2028 HERSHEY COMPANY CORP NOTES 427866BHO 425,000.00 GOLDMAN 04/04/28 98.22 417,443.93 (11.784.82) (10,794.26) 3.50 4.76 CALLABLE DTD 05/04/2023 4.250%05/04/2028 META PLATFORMS INC COPR NOTES 30303M8L9 450.000.00 3PM CHA 04/15/28 99.51 447.808.05 (3,028.95) (2.844.21) 3.51 4.74 (CALLABLE) DTD 05/03/2023 4.600%05/15/2028 MERCK&CO INC CORP NOTES CALLABLE 58933YBH7 475,000.00 CTTIGRP 04/17/28 97.76 464,360.00 (7,186.75) (7,956.24) 3.54 4.69 DTD 05/17/2023 4.050%05/17/2028 AMERICAN HONDA FINANCE CORPORATE 02665WEM9 300,000.00 GOLDMAN 100.30 300,909.60 2,265.60 2,000.80 3.60 5.04 NOTES DTD 07/07/2023 5,125%07/07/2028 BMW US CAPITAL LLC CORP NOTES 05%5ECE3 450,000.00 BARCLAY 07/11/28 100.03 450,151.65 5,218.65 4,331.02 3.63 5.04 (CALLABLE) DTD 08/11/2023 5.050%08/11/2028 CITIBANK NA CORP NOTES(CALLABLE) 17325FBB3 575,000.00 GOLDMAN 08/29/28 102.70 590.510.63 18,362.63 17,989.09 3.72 5.09 DTD 09/29/2023 5.803%09/29/2028 COOPERAT RABOBANK UA/NY 21688ABC5 370,000.00 MIZUHO 98.71 365,235.88 (5,282.12) (5,238.40) 4.03 5.12 DTD 01/09/2024 4.800%01/09/2029 CISCO SYSTEMS INC CORPORATE NOTES 17275RBR2 270,000.00 CITIGRP 01/26/29 99.92 269,770.50 (135.00) (140.84) 4.09 4.87 (CALLA DTD 02/26/2024 4.850%02/26/2029 PFM Asset Management LLC Account- Page 24 Page 190 pfml asset management Managed Account Fair Market Value &Analytics For the Month Ending ]une 30, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST -- Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost Duration at Mkt Security Type Sub-Total 14,215,000.00 13,777,060.32 (286,176.93) (325,336.17) 2.56 5.00 DepositCertificate of ENERBANK USA 29278TOD5 245,000.00 NEW ACC 99.66 244,161.37 (838.63) (838.63) 0.07 5.60 DTD 07/24/2020 0.450%07/24/2024 MEDALLION BANK UTAH 58404DH07 245,0(I0.00 NEW ACC 95.12 233,039.10 (11,960.90) (11,960.90) 1.08 5.19 DTD 07/30/2020 0.550%07/30/2025 Security Type Sub-Total 490,000.00 477,200.47 (12,799.53) (12,799.53) 0.57 5.40 DepositCertificate of TORONTO DOMINION BANK NY CERT 89115BSK1 5w,000.00 TO 100.38 501,876.99 1,876.99 1,876.99 1.28 5.20 DEPOS DTD 10/31/2022 5.600%10/27/2025 NATDGS NY BRANCH CERT DEPOS 63873OP65 400.000.00 WELLS F 100.75 402.992.00 2.992.00 2,992.00 2.06 5.24 DTD 09/20/2023 5.610%09/18/2026 CREDIT AGRICOLE CIB NY CERT DEPOS 22536DWD6 590,000.00 CREDAG 99.95 589,677.27 (322.73) (322.73) 2.46 4.78 DTD 02/05/2024 4.760%02/01/2027 Security Type Sub-Total 1,490,000.00 1,494,546.26 4,546.26 4,546.26 1.96 5.05 WELLS FARGO BANK NA BANK NOTES 94988361)4 875,01N1.00 MERRILL 07/07/26 100.14 876,242.50 1,767.50 1,610.58 1.90 5.37 (CALLABLE DTD 08/09/2023 5.450%08/07/2026 Security Type Sub-Total 875,000.00 876,242.50 1,767.50 1,610.58 1.90 5.37 Asset-Backed Security HAROT 2021-4 A3 43815GAC3 27,970.28 MERRILL 97.98 27,4413.90 (WL48) (564,17) 0.42 2.20 DTD 11/24/2021 0,880%01/21/2026 VALET 2021-1 A3 92868KAC7 38.905.35 WELLS_F 98.18 38,198.66 (705.17) (706.03) 0.39 1.96 DTD 12/13/2021 1.020%06/22/2026 HART 2022-A A3 448977AD0 97,424.16 MERRILL 98.11 95,581.47 (1,838.94) (1,840.82) 0.50 3.08 DTD 03/16/2022 2.220%10/15/2026 PFM Asset Management LLC Account- Page 25 Page 191 pfml asset management Managed Account Fair Market Value &Analytics For the Month Ending ]une 30, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST -- Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective YTM Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost Duration at Mkt COMET 2021-A3 A3 14041NFY2 180.000.(X) BARCLAY 98.29 176.914.03 (3.061.17) (3,074.10) 0.37 1.78 DTD 11/30/2021 1.040%11/15/2026 GMCAR 2022-1 A3 380146AC4 32,148.89 BNP_PAR 97.78 31,435.83 (710.26) (711.68) 0.51 2.22 DTD 01/19/2022 1.260%11/16/2026 WOART 2024-A A2A 98164RAB2 165,000.00 MIZUHO 99.59 164,326.47 (660.61) (662.05) 0.67 5.21 DTD 02/14/2024 5.050%04/15/2027 NAROT 2023-B A3 65480MAD5 120.000.00 MIZUHO 100.96 121157.82 1,182.18 1,178.79 1.57 5.64 DTD 10/25/2023 5.930%03/15/2028 AMXCA 2023-1 A 025823JZ4 400,000.00 MITSU 99.59 393,347.96 (777.04) (940.98) 1.74 4.99 DTD 06/14/2023 4.870%05/15/2028 COMET 2023-Al A 14041NGD7 515,000.00 Mrrsu 98.63 507,919.88 (119,57) (1,497.47) 1.75 4.81 DTD 05/24/2023 4.420%05/15/2028 AMXCA 2023-1 A 025823JZ4 515.000.00 MFrSU 99.59 512.873.00 (1,664.30) (1.755.90) 1.74 4.99 DTD 06/14/2023 4.870%05/15/2028 BACCT 2023-Al Al 05522RDGO 650,000.00 MITSU 99.39 646,044.43 (1,822.76) (2,244.97) 1.74 4.96 DTD 06/16/2023 4.790%05/15/2028 DCENT 2023-A2 A 254683CZ6 625.000.00 M1TSU 99.57 622.338.81 (2,954.16) (2.897.17) 1.82 5.05 DTD 06/28/2023 4.930%06/15/2028 HAROT 2023-4 A3 438123AC5 75,000.00 JPM_CHA 100.80 75,598.77 611.98 610.33 1.76 5.45 DTD 11/08/2023 5.670%06/21/2028 BACCT 2024-Al A 05522RD34 500.000.00 MERRILL 99.95 499.728.35 (243.60) (243.85) 4.31 5.26 DTD 06/13/2024 5.250%05/15/2029 Security Type Sub-Total 3,941,448.68 3,917,869.38 (13,323.90) (15,350.07) 1.91 4.78 Managed Account Sub-Total 63,997,723.25 61,263,353.36 (647,506.83) (1,277,574.13) 2.46 4.83 Securities Sub-Total $63,997,723.25 $61,263,353.36 ($647,506.83) ($1,277,574.13) 2.46 4.830/6 Accrued Interest $395,215.81 Total Investments $61,658,569.17 PFM Asset Management LLC Accoun� Page 26 Page192 pfml asset management Managed Account Security Transactions & Interest For the Month Ending ]une 30, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST -- Transaction Type Principal Accrued Realized G/L Realized G/L Sale Trade Settle Security Description CUSIP Par Proceeds Interest Total cost Amort Cost Method 06/03/24 06/05/24 US TREASURY NOTES 91282CEE7 1,200,000.00 (1,093,734.38) (5,139.34) (1,098,873.72) DTD 03/31/2022 2.375%03/31/2029 06/03/24 06/05/24 US TREASURY NOTES 91282CDW8 275,000.00 (244,137.70) (1,665.87) (245.803.57) DTD 01/31/2022 1.750%01/31/2029 06/06/24 06/13/24 BACCT 2024-Al A 05522RD14 500,000.00 (499,971.95) 0.00 (499,971.95) DTD 06/13/2024 5.250%05/15/2029 Transaction Type Sub-Total 1,975,000.00 (1,837,844.03) (6,805.21) (1,844,649.24) 06/01/24 06/01/24 AMAZON.COM INC CORP NOTE 023135CP9 300.000.00 0.00 6,825.00 6.825.00 (CALLABLE) DTD 12/01/2022 4.550%12/01/2027 06/01/24 06/25/24 FHMS K146 Al 3137HAD45 601,594.76 0.00 2,394.85 2,394.85 DTD 07/01/2023 4.777%06/01/2028 06/01/24 06/25/24 FHMS K062 A2 3137BUX60 310,000.00 0.00 881.69 881.69 DTD 02/01/2017 3.413%12/01/2026 06/01/24 06/25/24 FHMS K510 A2 3137HB3134 220,000.00 0.00 929.32 929.32 DTD 11/01/2023 5.069%10/01/2028 06/01/24 06/25/24 FNA 2023-M6 A2 3136BODE6 600,000.00 0.00 2,095.00 2,095.00 DTD 07/01/2023 4.190%07/01/2028 06/01/24 06/25/24 FHMS K067 A2 3137FAWS3 350,000.00 0.00 931.58 931.58 DTD 09/28/2017 3.194%07/01/2027 06/01/24 06/25/24 FHMS K506 A2 3137HAMH6 600,000.00 0.00 2,325.00 2,325.00 DTD 09/01/2023 4.650%08/01/2028 06/01/24 06/25/24 FHMS K511 A2 3137HB3G7 320,000.00 0.00 1,296.00 1,296.00 DTD 12/01/2023 4.860%10/01/2028 06/01/24 06/25/24 FHMS K505 A2 3137HACX2 600,000,00 0.00 2.409.50 2,409-50 DTD 07/01/2023 4.819%06/01/2028 06/01/24 06/25/24 FHMS K509 A2 3137HAST4 450,000.00 0.00 1.818.75 1.818.75 DTD 10/01/2023 4.850%09/01/2028 06/01/24 06/25/24 FHMS K508 A2 3137HAO74 550,000.00 0.00 2,172.50 2,172.50 DTD 10/01/2023 4.740%08/01/2028 06/01/24 06/25/24 FHMS K514 A2 3137HBLV4 290,000.00 0.00 1,104.90 1,104.90 DTD 02/01/2024 4.572%12/01/2028 PFM Asset Management LLC Account- Page 27 Page 193 pfml asset management Managed Account Security Transactions & Interest For the Month Ending ]une 30, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST -- Transaction Type Principal Accrued Realized G/L Realized G/L Sale Trade Settle Security Description CUSIP Par Proceeds Interest Total cost Amort Cost Method 06/03/24 06/03/24 MONEY MARKET FUND NIONFY0002 0.00 0.00 347.51 347.51 06/03/24 06/03/24 AMAZON.COM INC(CALLABLE) 023135BR6 100,1 101).W] 0.00 600.00 600.00 CORPORATE NOTE DTD 06/03/2020 1.200%06/03/2027 06/05/24 06/05/24 FEDERAL FARM CREDIT BANK NOTES 3133EN3M0 325,000.00 0.00 7,515.63 7,515.63 DTD 12/05/2022 4.625%12/05/2024 06/09/24 06/09/24 NATIONAL AUSTRALIA BK/NY 63254ABE7 400,000.00 0.00 7,810.00 7,810.00 CORPORATE NOTES DTD 06/09/2022 3.905%06/09/2027 06/15/24 06/15/24 NAROT 2023-B A3 65480MAD5 120,000.00 0.00 593.00 593.00 DTD 10/25/2023 5.930%03/15/2028 06/15/24 06/15/24 AMXCA 2023-1 A 02582JIZ4 915,000.00 0.00 3,713.38 3,713.38 DTD(16/1412023 4.870%05/15/2028 06/15/24 06/15/24 COMET 2023-Ai A 14041NGD7 515,000.00 0.00 1,896.92 1,896.92 DTD 05/24/2023 4.420%05/15/2028 06/15/24 06/15/24 COMET 2021-A3 A3 14041NFY2 180,000.00 0.00 156.00 156.00 DTD 11/30/2021 1.040%11/15/2026 06/15/24 06/15/24 BACCT 2023-Ai Al 05522RDGO 650,000.00 0.00 2,594.58 2,594.58 DTD 06/16/2023 4.790%05/15/2028 06/15/24 06/15/24 WOART 2024-A A2A 98164RAB2 165,000.00 0.00 694.38 694.38 DTD 02/14/2024 5.050%04/15/2027 06/15/24 06/15/24 DCENT 2023-A2 A 254683CZ6 625.000.00 0.00 2.567.71 2,567.71 DTD 06/28/2023 4.930%06/15/2028 06/15/24 06/15/24 NATIONAL RURAL UTIL COOP 63743HFE7 75,000.00 0.00 1.293.75 1,293.75 CORPORATE NOTES DTD 05/04/2022 3.450%06/15/2025 06/15/24 06/15/24 HART 2022-A A3 448977ADO 106,207.29 0.00 196.48 196.48 DTD 03/16/2022 2.220%10/15/2026 06/16/24 06/16/24 GMCAR 2022-1 A3 380146AC4 35,193.06 0.00 36.95 36.95 DTD 01/19/2022 1.260%11/16/2026 06/18/24 06/18/24 TOYOTA MOTOR CREDIT CORP 89236TIK2 360,000.00 0,00 2,025.00 2,025A0 CORPORATE NOTES DTD 06/18/2021 1.125%06/18/2026 PFM Asset Management LLC Account- Pa(je 28 Page 194 pfml asset management Managed Account Security Transactions & Interest For the Month Ending ]une 30, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST - Transaction Type Principal Accrued Realized GIL Realized GIL Sale Trade Settle Security Description CUSIP Par Proceeds Interest Total Cost Amort Cost Method 06/20/24 06/20/24 VALET 2021-1 A3 92868KAC7 43,896.51 0.00 37.31 37.31 DTD 12/13/2021 1.020%06/22/2026 06/21/24 06/21/24 HAROT 2021-4 A3 43815GAO 31,248.65 0.00 22.92 22.92 DTD 11/24/2021 0.880%01/21/2026 06/21/24 06/21/24 HAROT 2023-4 A3 438123AC5 75,000.00 0.00 354.38 354.38 DTD 11/08/2023 5.670%06/21/2028 06/24/24 06/24/24 ENERBANK USA 29278TOD5 245,000.00 0.00 93.64 93.64 DTD 07/24/2020 0.450%07/24/2024 06/30/24 06/30/24 US TREASURY NOTES 91282CCH2 825,000.00 0.00 5,156.25 5,156.25 DTI)06/30/2021 1.250%06/30/2028 06/30/24 06/30/24 US TREASURY NOTES 91282C08 600,000.00 0.00 2,625.00 2.625.00 DTD 06/30/2021 0.875%06/30/2026 06/30/24 06/30/24 US TREASURY N/B NOTES 91282CIR3 1,575,000.00 0.00 29,531.25 29,531.25 DTD 12/31/2023 3.750%12/31/2028 06/30/24 06/30/24 MEDALLION BANK UTAH 58404DHQ7 245,000.00 0.00 114.45 114.45 DTD 07/30/2020 0.550%07/30/2025 Transaction Type Sub-Total 13,403,140.27 0.00 95,160.58 95,160.58 06/01/24• 06/25/24 FHMS K146 Al 3137HAD45 320.19 320.19 0.00 320.19 0.01 0.00 DTD 07/01/2023 4.777%06/01/2028 06/15/24 06/15/24 HART 2022-A A3 448977ADO 8,783.13 8.783.13 0.00 8,783.13 o.34 0.00 DTD 03116/2022 2.220%10/15/2026 06/16/24 06/16/24 GMCAR 2022-1 A3 380146AC4 3,044.17 3,044.17 0.00 3,044A7 0.26 0.00 DTD 01/19/2022 1.260%11/16/2026 06/20/24 06/20/24 VALET 2021-1 A3 92868KAC7 4,991.16 4,991.16 0.00 4,991.16 0.20 0.00 DTD 12/13/2021 1.020%06/22/2026 06/21/24 06/21/24 HAROT 2021-4 A3 43815GAC3 3,278.37 3,278.37 0.00 3,278.37 0.69 0.00 DTD 11/24/2021 0.880%01/21/2026 Transaction Type Sub-Total 20,417.02 20,417.02 0.00 20,417.02 1.50 0.00 PFM Asset Management LLC Account- Page 29 Page 195 pfml asset management Managed Account Security Transactions & Interest For the Month Ending ]une 30, 2024 CITY OF RANCHO CUCAMONGA, FIRE PROT DIST -- Transaction Type Principal Accrued Realized G/L Realized G/L Sale Trade Settle Security Description CUSIP Par Proceeds Interest Total cost Arnort Cost Method 06/03/24 06/05/24 TARGET CORP CORP NOTES 87612EBM7 150,000.00 139,761.00 1,137.50 140,898.50 (5,280.00) (7,541.80) FIFO (CALLABLE) ALL E) DTD 01/24/2022 1.950%01/15/2027 06/03/24 06/05/24 TARGET CORP CORP NOTES 87612EBM7 35,000.00 32,610.90 265.42 32,876.32 (2,329.601 (2,357.86) FIFO (CALLABLE) ALL E) OTD 01/24/2022 1.950%01/15/2027 06/03/24 06/05/24 US TREASURY NOTES 912828ZTO 1,425,000.00 1,358,258.79 48.67 1,358,307.46 (48.650.39) (62.298.72) FIFO OTD 05/31/2020 0.250%05/31/2025 Transaction Type Sub-Total 1,610,000.00 1,530,630.69 1,451.59 1,532,082.26 (56,259.99) (72,198.38) Managed Account Sub-Total (286,796.32) 89,806.96 (196,989.36) (56,258.49) (72,198.38) Total Security Transactions ($286,796.32) $89,806.96 ($196,989.36) ($56,258.49) ($72,198.38) PFM Asset Management LLC Account-Pago 30 Page 196 CITY OF RANCHO CUCAMONGA DATE: August 21, 2024 TO: Mayor and Members of the City Council FROM: John R. Gillison, City Manager INITIATED BY: Carrie Rios, Community Improvement Manager SUBJECT: Consideration to Accept Grant Revenue in the Amount of$1,652,064.38 Awarded by the California Governor's Office of Volunteers (CalVol) for FY24-25; and Authorization to Appropriate $1,652,064.38 for the Approved Fostering a Climate Ready Workforce Program. (CITY) RECOMMENDATION: Staff recommends the City Council accept grant revenue in the amount of $1,652,064.38 from the California Governor's Office of Volunteers (CalVol) for the FY24-25 Grant Funding cycle and allocate these funds to the Fostering a Climate Ready Workforce Program. BACKGROUND: California Volunteers, authorized by the federal Serve America Act and Executive Order S-24-06, engages Californians in service, volunteering, and civic action to tackle statewide challenges. The CaliforniansForAll Youth Workforce Program, administered by California Volunteers, partners with cities to boost youth employment and skills in areas such as climate action, food security, and COVID-19 recovery. The City of Rancho Cucamonga successfully applied for the 2024 Youth Service Corps grant from the State of California Governor's Office. This $1,652,064 grant will fund the "Fostering a Climate Ready Workforce" program in collaboration with the Southern California Mountains Foundation Urban Conservation Corps of the Inland Empire (UCC). Program funding is aimed at enhancing the city's capacity to achieve long-term climate goals. The program targets 41 underserved youth from the Inland Empire, providing training in urban forestry and fire service through hands-on field experience. Participants will engage in fuel reduction,trail maintenance, brush removal, and vegetation management in critical areas,thereby enhancing community safety and mitigating fire risks. They will acquire industry certifications and develop skills supporting future careers in public service and environmental conservation. ANALYSIS: In line with Rancho Cucamonga's strategic plans for inclusivity, safety, and resilience—including the Local Hazard Mitigation Plan, Climate Action Plan, and Community Wildfire Protection Plan— the "Fostering a Climate Ready Workforce" program strengthens the city's ability to address climate challenges. Page197 Program activities will focus on high-need locations within the City and Wildland Urban Interface, promoting safe community access and reducing fire risks. The initiative aims to equip participants with valuable skills, improving their employability in urban forestry and vegetation management. The Climate Ready Workforce program is committed to: 1. Strengthening Rancho Cucamonga's capacity to meet long-term climate-related strategic goals outlined in the City's plans. 2. Addressing public sector workforce shortages in urban forestry and fire service. 3. Developing career pathways for 41 underserved youth from the Inland Empire through training in urban forestry and vegetation fuels management. FISCAL IMPACT: Staff recommends accepting the $1,652,064.38 grant into the State Grants Fund and appropriating the revenue and matching expenditure funding as follows: Type Description Account Amount Revenue State Grants Fund — State F2741CC32214501 IRC51 01 $1,652,064.38 Grant Revenue Expenditure State Grants Fund — F2741CC322166001SC2106 $1,652,064.38 Contract Services — Professional Services COUNCIL MISSION /VISION /VALUE(S) ADDRESSED: This initiative aligns with the Council's vision by promoting a sustainable city and fostering a safe and healthy community for all residents. ATTACHMENTS: None. Page 2 Page 198 ot CITY OF RANCHO CUCAMONGA DATE: August 21, 2024 TO: Mayor and Members of the City Council FROM: John R. Gillison, City Manager INITIATED BY: Michael J. Smith, Chief of Police Jeff Allison, Administrative Lieutenant Karen Hunt, Sheriffs Service Specialist SUBJECT: Consideration of a Reappropriation in the Amount of $20,000.00 from the Edward Byrne Memorial Justice Assistance Grant (JAG) Funds Fiscal Year 2021 to be Available in Fiscal Year 24/25 to Purchase the Remaining Equipment as Originally Allocated. (CITY) RECOMMENDATION: Staff recommends the City Council approve the reappropriation of funds in the amount of $20,000 from the Edward Byrne Memorial Justice Assistance Grant (JAG) Funds Fiscal Year 2021 for the purchase of equipment for the Police Department as originally approved for fiscal year 23/24 budget. BACKGROUND: Annually, the Byrne Justice Assistance (BJA) announces the availability of grant funds to state and local units of government through the Byrne JAG Grant. This program allows state and local governments to support a broad range of activities, to prevent and control crime, and to improve the criminal justice system. ANALYSIS: Funds from JAG Grant Fiscal Year 2021 were allocated for equipment for the Rancho Cucamonga Police Department. Reappropriation of these funds will allow for purchases of the remaining three items to include mass casualty triage kits and breaching tools that were not purchased before the end of the Fiscal Year 23/24 budget. FISCAL IMPACT: COPS Funding in the amount of $20,000.00 will be used to purchase the mass casualty triage kits and breaching tools. This is a one-time cost from Fund No. 1361701-5200 — Operation and Maintenance. COUNCIL MISSION /VISION /VALUE(S) ADDRESSED: This project aligns with the following Council Core Values of promoting and enhancing a safe and healthy community for all, and intentionally embracing and anticipating the future. ATTACHMENTS: Attachment 1 — Previously approved Staff Report dated September 6, 2023 Page 199 CITY OF RANCHO CUCAMONGA $l DATE: September 6, 2023 TO: Mayor and Members of the City Council FROM: John R. Gillison, City Manager INITIATED BY: Michael J. Smith, Chief of Police Jeff Allison, Administrative Lieutenant Karen Hunt, Sheriff's Service Specialist SUBJECT: Consideration to Accept Grant Revenue in the Amount of $77,235 from the Edward Byrne Memorial Justice Assistance Grant (JAG) for Fiscal Years 2020, 2021 and 2022 and Authorize Appropriation of these Funds and $1,000 from Law Enforcement Reserve Funds to Purchase Equipment for the Rancho Cucamonga Police Department. (CITY) RECOMMENDATION: Staff recommends the City Council accept grant revenue in the amount of $77,235.00 from the United States Department of Justice Byrne Memorial Justice Assistance Grant (JAG) for 2020, 2021 and 2022 Fiscal Year awards. Staff also recommends the City Council authorize the appropriation of funds from the JAG Grant Fund in the amount of$77,235 and $1,000 from Law Enforcement Reserve Funds to purchase equipment for the Rancho Cucamonga Police Department. BACKGROUND: Annually, the Byrne Justice Assistance (BJA) announces the availability of grant funds to state and local units of government through the Byrne JAG Grant. This program allows state and local governments to support a broad range of activities, to prevent and control crime and to improve the criminal justice system. ANALYSIS: The Rancho Cucamonga Police Department proposes the following purchases to be made with these JAG Funds: A drop camera to be used for surveillance by the Multiple Enforcement Team (MET), breaching tools, assorted tourniquets to be used for Active Shooter trainings, two K-9 crate shelters to keep our K-9's secure and safe at certain scenes or locations with other dogs present, mass casualty triage kits and tarps, a forensic computer for retrieving data from mobile devices related to investigations and two ultrawide computer monitors to be used in the Real Time Information Center. The proposed equipment purchases will assist Rancho Cucamonga Police Department personnel in investigating criminal activity and provide them with mass casualty supplies so that they can be tending to casualties in conjunction with or before Fire or Medical Aid personnel are on scene. ATTACHMENT 1 Page 200 FISCAL IMPACT: Staff is requesting the City Council accept the JAG grant funds into account number 1361000-4750 (Grant Income) by grant year as follows and expenditure of the same funds and Law Enforcement Reserve: Law Enforcement Reserve $1,000 1017701-5200 Operations & Maintenance FY2020 JAG Grant Funds $18,044 $14,002.11 1361701-5603 Capital Outlay— Equipment $4,041.89 1361701-5200 Operations & Maintenance FY2021 JAG Grant Funds $26,628 $26,628 1361701-5200 Operations & Maintenance FY2022 JAG Grant Funds $32,563 $1,464.62 1361701-5215 O&M Computer Equipment $31,098.38 1361701-5605 Capital Outlay Computer Equipment COUNCIL MISSION /VISION /VALUE(S) ADDRESSED: These purchases will align with the following Council Core Values: #2 Promoting and enhancing a safe and healthy community for all. #4 Intentionally embracing and anticipating the future. ATTACHMENTS: None Page 2 Page 201 CITY OF RANCHO CUCAMONGA DATE: August 21, 2024 TO: Mayor and Members of the City Council FROM: John R. Gillison, City Manager INITIATED BY: Micah Martin, Public Works Services Director Richard Favela, Streets, Storm Drains, and Fleet Superintendent Albert Lopez, Fleet Supervisor Lindsay McElwain, Management Analyst III SUBJECT: Consideration of the Cooperative Purchase of One (1) 2024 CASE Construction Model Number SR270B T4 Skid Steer and Trailer via the Sourcewell Contract Number 011723-CNH from Sonsray Machinery in the Amount of$159,103.56. (CITY) RECOMMENDATION: Staff recommends the City Council approve the cooperative purchase of one (1) 2024 CASE Construction Model Number SR270B T4 Skid Steer and Trailer via the Sourcewell Contract Number 011723-CNH from Sonsray Machinery for $159,103.56 to be funded from the equipment/vehicle replacement fund. BACKGROUND: The Public Works Services Department (PWSD) Streets Division maintains critical infrastructure within the city, including repairing asphalt related to utility excavations for the Cucamonga Valley Water District. A skid steer is an essential piece of equipment used for the demolition of pavement and roadways selected for repair. After a comprehensive review by PWSD staff, the selected CASE Construction Model Number SR270B is being recommended for purchase. Funding for the replacement of Skid Steer Unit 664 was included in the Adopted FY 2024/25 Budget. During equipment research, staff identified a Sourcewell contract with CASE Construction for the procurement of heavy-duty construction equipment. Sourcewell is a purchasing platform for public agencies that pre-screens vendors and gives the member organizations a cooperative purchase advantage. By procuring this equipment through an already competitively bid and awarded Sourcewell contract, the City will reduce staff time to bid the purchase, resulting in higher efficiency and cost savings. ANALYSIS: Sourcewell offers a cooperative purchasing model that streamlines the procurement process for cities by eliminating the requirement for individual bidding and negotiation. Such collaboration guarantees that cities receive quality products through competitively bid Sourcewell contracts, which not only saves time but also guarantees a discount of 18% per unit. If approved, PWSD will procure one (1) 2024 CASE Construction Model Number SR270B Skid Steer through Sonsray Machinery to retire and replace Skid Steer Unit 664, an aged and run- down piece of equipment. Page 202 FISCAL IMPACT: The Adopted FY 2024/25 Budget included the replacement of Skid Steer Unit 664 in the equipment/vehicle replacement fund, F712 CC001 7000 SC7002 (formerly 1712001-5603). COUNCIL MISSION /VISION /VALUE(S) ADDRESSED: This item addresses the City Council's core values of providing and nurturing a high quality of life for all and promoting and enhancing a safe and healthy community for all. ATTACHMENTS: Attachment 1 — Sonsray Machinery Proposal Page 2 Page 203 Attachment 1—Sonsray Machinery Proposal WENOVENOUNTAINS© ARIZONA CALIFORNIA NEVADA OREGON WASHINGTON4;0 � � kA 10062 Live Oak Ave.•Fontana•CA•92335 TEL:(909)355-1075 www.SonsraVMachinerV.com Ship To:CITY OF RANCHO CUCAMONGA Fontana 10500 CIVIC CENTER DR. July 30,2024 ktaylor-0487 RANCHO CUCAMONGA CA 91730 BP0016572 9094772700 Invoice To:CITY OF RANCHO CUCAMONGA Purchase Order: 10500 CIVIC CENTER DR. RANCHO CUCAMONGA CA 91730 Sales Person:Kent Taylor Attention:Albert Lopez EQUIPMENT QUOTE/SALES ORDER 2024 CASE SR270B T4 FINAL OPEN ROPS Serial#:NRM460650 Stock#: EQ0060959 ON $60,084.05 ORDER Sourcewell Contact Contract Number:011723-CNH(New Contract) Contract Period:04/04/2023-04/14/2027 Specified 18% discount off List Price/MSRP plus freight and setup and local delivery.Also surcharge but this must be placed on a separate line item.THE DISCOUNT OF 18%HAS BEEN APPLIED TO THE BASE PURCHASE PRICE, with wholesale and/or retail discount(s).Account#25762 NEW 2024 SR270B final TIER 4 SR270B T4 FINAL OPEN ROPS Transport Protection 2 Speed E-H Controls Performance W/Front Electric 72" Low Profile Extended 72" Bolt On Cutting Edge E-H Open Cab Lcd Display English Eh2 Silver Rops *** MACHINE QUOTED IS SUBJECT TO AVAILABILITY*** "" INTEREST RATE QUOTED IS BASED ON CURRENT RATES. INTEREST RATE IS SUBJECT TO CHANGE,BASED ON THE FINANCIAL INSTITUTION **** ***Quote Expires 08/30/2024***Financing Available on Approved Credit(OAC)***Unit Based on Availability ***QUOTED PRICE IS NOT GUARANTEED,AND SUBJECT TO MANUFACTURER'S PRICE INCREASES, INCLUDING ANY ADDITIONAL SURCHARGES*** SONSRAY SIGNATURE SERVICE—A commitment to providing excellent service and care when you purchase a new piece of equipment from Sonsray Machinery. TNB-4M-SSL 4M HAMMER 550 BREAKER SIDE PLATES 3 POSITION SKID STEER PLATE PIN& $8,924.00 BUSHING KIT,HOSES AND TOOBOX WITH NITROGEN TEST KIT CHOICE OF TOOL( MOIL,CHISEL OR BLUNT) PPP-Premier 60/5000($0 Deductible)#EW240726-00185 $5,825.25 DIA KIT ROAD LIGHTS $5,750.35 4)34X12X20 SMOOTH TIRES $5,537.50 NOTICE TO PURCHASER spaces,even if otherwise advised. You are entitled to an exact and completely filled protect your legal rights. Store Manager signature required for final acceptance of Sales Order. THIS AGREEMENT IS SUBJECT TO THE ADDITIONAL TERMS AND CONDITIONS ON THE REVERSE SIDE.CUSTOMER HAS HAD THE OPPORTUNITY TO READ THE TERMS OF THIS AGREEMENT PRIOR TO SIGNING. Purchaser's Signature Sales Consultant Date Print Name Date Accepted By Date Page 1 of 3 Page 204 WATER TANK INSTALLED WITH HOSE KIT $4,676.43 Factory Freight WITH Load fee to Dealer Fontana ca. $2,198.00 PDI inspection $1,669.95 install four corner strobe lights $1,516.67 Additional parts kits freight $980.00 Delivery Freight to customers yard $850.00 DMV registration Fee and services. $350.00 Quoted Price $98,362.20 Sales Tax 7.75% $7,171.61 Cash Due or Finance Amount $105,533.81 Page 2 of 3 Page 205 1. This is a cash transaction.If the Purchaser so requests prior to acceptance,the Cash Due on Delivery may be financed as a time sale transaction,subject to credit approval.If this transaction becomes a time sale,Purchaser agrees(1)to make payments pursuant to the Sonsray Machinery Accounts Receivable System Agreement,which is incorporated into this Purchase Order by reference,and(2)that Seller retains a security interest in the goods described herein until all obligations of Purchaser are paid in full and discharged. 2. When trade-in equipment is not to be delivered to the Seller until delivery of the equipment purchased by this order,the trade-in equipment may be reappraised at that time and such reappraisal value shall determine the allowance made for such trade-in equipment.When the reappraised value is less than the original trade-in allowance shown on this form,the purchaser may terminate this order;however,this right of termination must be exercised prior to delivery of the equipment by Seller and surrender of the trade-in equipment to Seller. 3. The prices which Purchaser will pay for the new equipment set forth on the reverse side hereof shall be based upon the Case dealer price in effect on date of delivery of the new equipment.In the event Case dealer's price is changed prior to delivery,the purchase price shall be adjusted accordingly.If such price change results in an increase,purchaser has the option of canceling the order in writing immediately on being notified thereof. 4. The Seller shall be excused if delivery is delayed or rendered impossible by differences with workmen,strikes,work stoppages,car shortages,delays in transportation,inability to obtain labor or materials and also by any cause beyond the reasonable control of Seller, including but not restricted to acts of God,floods,fire,storms,acts of civil and military authorities,war and insurrections. 5. Purchaser shall keep the property free of all liens,taxes,encumbrances and seizure or levy,shall not use same illegally,shall not damage,abuse,misuse,abandon or lose said property,shall not part with possession thereof,whether voluntarily or involuntarily or transfer any interest therein or remove same out of the county or filing district in which Purchaser resides as indicated herein without the prior written consent of Seller,shall keep said property insured in such amounts and with such insurer as may be acceptable to Seller with any loss payable to Seller as his interest in the property may appear. 6. Time is of the essence of this contract and if purchaser fails to comply with any of the terms and conditions hereof or defaults in the payment of any installment hereunder or under any renewal or renewals hereof,or in the payment of interest or defaults in the payment of any installment due under any other indebtedness of contract held by the Seller or Assignee,or if proceedings are instituted against Purchaser under any bankruptcy or insolvency law or Purchaser makes an assignment for the benefit of creditors or if for any reason the Seller deems himself insecure and so declares all payments heretofore made by Purchaser shall be retained by the seller and all indebtedness hereunder shall become immediately due and payable,with or without notice,together with all expenses of collection by suit or otherwise,including reasonable attorney fees and Seller may,without notice or demand,take possession of the equipment set forth on the reverse hereof,or any additions to,replacements of,or any proceeds from said equipment or may render the property unusable or Seller may require Purchaser to assemble the property and make it available at a place designated by Seller.Seller may resell the retaken property at public or private Sale in accordance with the Uniform Commercial Code or applicable state or provincial law.After deducting reasonable expenses for retaking, repairing,holding,preparing for sale,other selling expenses including attorney fees and legal expenses,the remaining proceeds of Sale shall be credited upon the amount of indebtedness remaining unpaid hereunder,and Purchaser agrees to pay any deficiency upon demand by Seller, any surplus,however,shall be paid to Purchaser.Said retaking or repossession shall not be deemed rescission of the contract.Seller may exercise any other rights and remedies provided by applicable law. 7. No waivers or modifications hereof shall be valid unless written upon or attached to this contract.Waiver or conditions of any breach or default hereunder shall not constitute a waiver of any other or subsequent breach or default.Payments received by Seller are to be applied first to delinquent interest and then to principal. 8. The remedies provided for herein are not exclusive and any action to enforce payment shall not waive or affect any of the holder's rights to have recourse to the property.The transfer of this contract shall operate to pass a security interest in the property as security for the payment hereof. 9. Any provision of this contract prohibited by the laws of any state,the United States,any province of Canada,shall be ineffective to the extent of such prohibition without invalidating the remaining portions of the contract. 10. Each maker,endorser,guarantor and surety hereon severally waives presentment,demand protest,and notice of non-payment and all defenses of want of diligence in collection and bringing suit.This contract shall be binding upon and shall insure to the benefit of the parties hereto and their respective heirs,personal representative,successors,and signs. 11. Buyer authorizes Seller to insert the Serial and/or model numbers of the goods set forth on the reverse side hereof for the purposes of identifying said goods.The seller may correct patent errors herein. Page 3 of 3 Page 206 .. .. ..... .. ....... ......... . ... ..... ..... . ... ....... WE MOUE MOUNTAINS AR 12Q CALIFORNlA NEI/ADA OREGDN WASNlNGTON coNSTRucrions 10062 Live Oak Ave.•Fontana•CA•92335 TEL:(909)355-1075 www.SonsrayMachinery.com Ship To:CITY OF RANCHO CUCAMONGA Fontana 10500 CIVIC CENTER DR. July 24,2024 ktaylor-0400 RANCHO CUCAMONGA CA 91730 8POO16572 9094772700 Invoice To:CITY OF RANCHO CUCAMONGA Purchase Order: 10500 CIVIC CENTER DR. RANCHO CUCAMONGA CA 91730 Sales Person:Kent Taylor Attention:Albert Lopez EQUIPMENT QUOTE/SALES ORDER 2024 TOWMASTER TRAILER T-40LP Serial#:Factory Order Stock#:N.I.S.QT 84458 $43,062.68 SOURCEWELL CONTRACT#092922-MNR City of Rancho Cucamonga Rancho Cucamonga,California Members.Account#25762 NEW 20241 Base Model-T-40LP DECK OVER RAMP TOWMASTER TRAILER DOT INSPECTION AND PDI 22 Deck Length-IN FEET 22 Decking Type-2"Nominal Oak Width-102"Wide 1 Beavertail-S'Cleated Style 1 Deck Height-36" 2 Axles-25K Oil Bath,Spring Ride,49"Spread 2 Brakes-Air Brakes 2S/1M STires-235/75R X 17.5" 8 Wheels-8 Bolt,Outboard,Hub Piloted,Steel 2 Jack-Dual 25K,2 Speed 1 Lights-L.E.D. 1 Plug-7 Pole Round 1 Hitch/Neck-3"Pintle Ring 2 Ramps-5'Cleated Style* 1 Ramp Color-Equipment Red 1 Trailer Color-Equipment Black 16 Tie Downs-D-Rings 7/SIDE OF MAIN DECK AND 1/SIDE OF BEAVERTAIL HALFWAY 1 Option-UNDERSODY,LOCKABLE SPARE TIRE MOUNTING BRACKET(CURBSIDE)Spare Tire&Wheel 235/75Rx17.5(H) 2 Option-1 Trailer Step ROADSIDE NEXT TO TONGUE 3 Option-7'Tongue 4 Option-Mesh in Tongue 5 Option-Bucket Plate 4'LONG X WIDTH OF TRAILER ***TRAILER QUOTED IS SUBJECT TO AVAILABILITY*** ***Quote Expires 8/15/2024***Unit Based on Availability ***QUOTED PRICE IS NOT GUARANTEED,AND SUBJECT TO MANUFACIURER'S PRICE INCREASES,INCLUDING ANY ADDITIONAL SURCHARGES*** NOTICE TO Caution.Do not sign this contract before you thoroughly read both pages 1 and 2 of it or if it contains blank PURCHASER spaces,even if otherwise advised. You are entitled to an exact and completely filled in copy of this Sales Order when you sign it. Keep it to protect your legal rights. Store Manager signature required for final acceptance of Sales Order. THIS AGREEMENT IS SUBJECTTO THE ADDITIONAL TERMS AND CONDITIONS ON THE RE RSE SIDE.CUSTOMER HAS HAD THE OPPORTUNITY TO READ THE TERMS OF THIS AGREEMENT PRIOR TO SIGNI W Purchaser's Signature Sales Consultant Date Print Name Date Accepted By Date Page 1 of 3 Page 207 FET required on all trailers with a GVWR OF 26,000 lbs or more.12%Of the Total purchase price. SON5RAY SIGNATURE SERVICE—A commitment to providing excellent service and care when you purchase a new piece of equipment from Sonsray Machinery. Delivery Freight TO CUSTOMER $1,250.00 DMV.Registration.And service fee. $350.00 Quoted Price $44,662.68 Sales Tax 7.75% $3,461.36 Federal Excise Tax $5,438.71 CATireTax $ 7.00 Cash Due or Finance Amount $53,569.75 �o6?- Page 2 of 3 Page 208 1. This is a cash transaction.If the Purchaser so requests prior to acceptance,the Cash Due on Delivery maybe financed as a time sale transaction,subject to credit approval.If this transaction becomes a time sale,Purchaser agrees(1)to make payments pursuant to the Sonsray Machinery Accounts Receivable System Agreement,which is incorporated into this Purchase Order by reference,and(2)that Seller retains a security interest in the goods described herein until all obligations of Purchaser are paid in full and discharged. 2. When trade-in equipment is not to be delivered to the Seller until delivery of the equipment purchased by this order,the trade-in equipment may be reappraised at that time and such reappraisal value shall determine the allowance made for such trade-in equipment.When the reappraised value is less than the original trade-in allowance shown on this form,the purchaser may terminate this order;however,this right of termination must be exercised prior to delivery of the equipment by Seller and surrender of the trade-in equipment to Seller. 3. The prices which Purchaser will pay for the new equipment set forth on the reverse side hereof shall be based upon the Case dealer price in effect on date of delivery of the new equipment.In the event Case dealer's price is changed prior to delivery,the purchase price shall be adjusted accordingly.If such price change results in an increase,purchaser has the option of canceling the order in writing immediately on being notified thereof. 4. The Seller shall be excused if delivery is delayed or rendered impossible by differences with workmen,strikes,work stoppages,car shortages,delays in transportation,inability to obtain labor or materials and also by any cause beyond the reasonable control of Seller, including but not restricted to acts of God,floods,fire,storms,acts of civil and military authorities,war and insurrections. 5. Purchaser shall keep the property free of all liens,taxes,encumbrances and seizure or levy,shall not use same illegally,shall not damage,abuse,misuse,abandon or lose said property,shall not part with possession thereof,whether voluntarily or involuntarily or transfer any interest therein or remove same out of the county or filing district in which Purchaser resides as indicated herein without the prior written consent of Seller,shall keep said property insured in such amounts and with such insurer as may be acceptable to Seller with any loss payable to Seller as his interest in the property may appear. 6. Time is of the essence of this contract and if purchaser fails to comply with any of the terms and conditions hereof or defaults in the payment of any installment hereunder or under any renewal or renewals hereof,or in the payment of interest or defaults in the payment of any installment due under any other indebtedness of contract held by the Seller or Assignee,or if proceedings are instituted against Purchaser under any bankruptcy or insolvency law or Purchaser makes an assignment for the benefit of creditors or if for any reason the Seller deems himself insecure and so declares all payments heretofore made by Purchaser shall be retained by the seller and all indebtedness hereunder shall become immediately due and payable,with or without notice,together with all expenses of collection by suit or otherwise,including reasonable attorney fees and Seller may,without notice or demand,take possession of the equipment set forth on the reverse hereof,or any additions to,replacements of,or any proceeds from said equipment or may render the property unusable or Seller may require Purchaser to assemble the property and make it available at a place designated by Seller.Seller may resell the retaken property at public or private Sale in accordance with the Uniform Commercial Code or applicable state or provincial law.After deducting reasonable expenses for retaking, repairing,holding,preparing for sale,other selling expenses including attorney fees and legal expenses,the remaining proceeds of Sale shall be credited upon the amount of indebtedness remaining unpaid hereunder,and Purchaser agrees to pay any deficiency upon demand by Seller, any surplus,however,shall be paid to Purchaser.Said retaking or repossession shall not be deemed rescission of the contract,Seller may exercise any other rights and remedies provided by applicable law. 7. No waivers or modifications hereof shall be valid unless written upon or attached to this contract.Waiver or conditions of any breach or default hereunder shall not constitute a waiver of any other or subsequent breach or default.Payments received by Seller are to be applied first to delinquent interest and then to principal. & The remedies provided for herein are not exclusive and any action to enforce payment shall not waive or affect any of the holder's rights to have recourse to the property.The transfer of this contract shall operate to pass a security interest in the property as security for the payment hereof. 9. Any provision of this contract prohibited by the laws of any state,the United States,any province of Canada,shall be ineffective to the extent of such prohibition without invalidating the remaining portions of the contract. 10. Each maker,endorser,guarantor and surety hereon severally waives presentment,demand protest,and notice of non-payment and all defenses of want of diligence in collection and bringing suit.This contract shall be binding upon and shall insure to the benefit of the parties hereto and their respective heirs,personal representative,successors,and signs. 11. Buyer authorizes Seller to insert the Serial and/or model numbers of the goods set forth on the reverse side hereof for the purposes of identifying said goods.The seller may correct patent errors herein. Page 3 of 3 Page 209 Dedc-Over //-,A towmaster a brand of aebi schmidt JU 314 60` _..----------- 203 L oall5 °' 1$ 33"LOADED -!! e e Hitch/Tongue Axles/Suspension • Adjustable height hitch • Hutchens 9700 adjustable suspension • 3" pintle ring • (2)25,000 lb,axles(8 wheels) • One-piece cold-formed [-Beam frame rails Tires-235/751317.5,load range H, 16-ply • Integrated storage tray with lockable lid 17.5"wheels,8-bolt, hub piloted • 25K bolt-on two-speed jack • Air brakes(sensor on 1 axle,2S/1M)Full ABS • 7-pole round electrical plug • Brake size(12,25x7.5) • Safety chains with hooks Auto slack adjusters • Oil bath hubs Frame/Deck Lights/Wiring • 20 ft.deck length • Rubber grommet mounted LED lights • 102"load width • Sealed modular wiring harness • 33"deck height(fully loaded) • 16" I-beam main frame • 3"Jr.I-beam crossmembers • 2"nominal white oak wood deck • D-ring tie-downs(4 per side) Standard Features • Limited Lifetime Frame Warranty-10 years • One-Year full Warranty Ramps/Tail • 6-year Suspension Warranty • 5 ft,steel angle-iron beavertail(14'load angle) • Weatherproof registration holder • Beavertail to deck transition wood protectors • Two-component polyurethane primer and paint • 5 ft.x 21" ladder style angle iron cleated ramps • Trailer color: Equipment Black • Two-way spring-assist ramps • Ramp color: Equipment Red .�elc-i��y nr:d cspac«re, ��r der ncEt��u,©n�€,tiiors. �3r�blished=^reic}I���are r���k�nc�crdy=. GAWK(lbs) GVWR(lbs) Weight(lbs) Ca acit t(lbs) Deck Width (ire) 1l3eck Length(ft) 45,000 48,720 0,720 40,060 102" 20' 011ILr ea.ios S m3u bo;vaifabie. Ask,your�Icnlcr or visit our wnbtb K',. t,._-,dC.' ia. _o;y . ;1rar,.. .,�� �-�ro.t3�cri, ,..,jie,_i,jrlrtisSr��r11C'r9rt1 _ ,�.P� gi�og'wm�aster'COM b.,_��r s,__..,E 'fa_ t��3..,,�,.-1 __- C,r Gc. �.�.r,.,. #.8�$-462-4517 Page 210 S � HONOR a CITY OF RANCHO CUCAMONGA m DATE: August 21, 2024 TO: Mayor and Members of the City Council President and Members of the Board of Directors FROM: John R. Gillison, City Manager INITIATED BY: Shelly Munson, Director of Innovation and Technology Mike McCliman, Fire Chief Lilyan Villarreal, Deputy Director of Innovation & Technology SUBJECT: Consideration to Approve the Use of a Cooperative Agreement with OMNIA Partners for the Purchase of Computers and Equipment from Dell and Lenovo in the Amount of$245,000. (CITY/FIRE) RECOMMENDATION: Staff recommends the City Council and Fire Board of the Rancho Cucamonga Fire Protection District approve the use of the OMNIA Partners, Region 14 ESC-TX #01-143 Cooperative Agreement for the procurement of computer equipment including desktops, laptops, tower computers, related peripherals, and warranties, not to exceed $245,000 in total value through the expiration of the agreement on November 30, 2025. BACKGROUND: The Department of Innovation and Technology (DoIT) routinely procures computers and equipment to replace damaged or outdated inventory. Additionally, due to expanded operations in the City and the Fire District, such as added positions and city services, new devices will also need to be procured. As part of the Fiscal Year 2024-25 Adopted Budget, DoIT will continue to update and maintain our computer equipment inventory with the replacement of desktop, laptops, and tower computers as they reach their hardware end-of-life. Staff has developed a multi-year phased approach to replace the outdated computers. This allows us to evaluate the needs of each Department and ensure that appropriate equipment is deployed. Using a cooperative agreement to procure equipment directly from the manufacturer helps ensure fulfillment timeliness and accuracy, while maintaining cost efficiency. ANALYSIS: OMNIA Partners provides public sector participants access to purchasing contracts with leading national suppliers, delivering volume discounts, and streamlined procurement process for technology products and services. The contract was awarded based on pricing, ability to service the contract, references, technology, and value-added products and services. Dell Marketing L.P. and Lenovo ranked among the highest in the evaluation and solicitation process. DoIT reviewed the Master Agreement with the City's Procurement Division and has determined that the terms and process of the contract meet the City's procurement standards. Utilizing the Page 211 agreement for the procurement of computer equipment and peripheral devices will allow for more direct interaction with the supplier, reducing the probability of errors due to vendor substitution or interpretation of desired specifications. FISCAL IMPACT: The computer replacement project is funded in the Fiscal Year 2024-25 Adopted Budget listed below. This is an on-going effort and additional funding in subsequent fiscal years will be requested through the budget approval processes. Fiscal Year 2024/25 Adopted Budget: Comp Equip/Tech F714-CC001-SC1200 O&M/Computer $125,000 Replcment Fund Equipment Comp Equip/Tech F714-CC001-SC2106 Contract Services $50,000 Replcment Fund General Fund F001-CC209-SC1404 O&M $15,000 Fire Protection Captial F288-CC501-SC1200 O&M/Computer $40,000 Fund/Fire Administration Equipment Fire Protection Captial F288-CC501-SC2106 Contract Services $15,000 Fund/Fire Administration Total $245,000 COUNCIL MISSION /VISION / GOAL(S) ADDRESSED: This item addresses the City Council's Core Value of intentionally embracing and anticipating our future. ATTACHMENTS: Attachment 1 - OMNIA Dell Cooperative Agreement Attachment 2 - OMNIA Lenovo Cooperative Agreement Page 2 Page 212 Region 14 Education Service Center (ESC) Contract # 01 -143 for Technology Solutions, Products and Services with Dell Marketing L.P. Effective: December 1 , 2022 ATTACHMENT 1 Page 213 The following documents comprise the executed contract between the Region 14 ESC, and Dell Marketing effective December 1 , 2022: I. Vendor Award Letter 11. Master Agreement-General T&Cs and executed signature form III. Supplier's Response to the RFP, incorporated by reference Page 214 .f_s7. 1gs, Region XIV Education Service Center 1850 Highway 351 Abilene, TX 79601-4750 325-675-8600 FAX 325-675-8659 Thursday, December 1st, 2022 Dell Marketing L.P. ATTN: Stacey Skala One Dell Way Round Rock, TX 78682 Dear Stacey: Region XIV Education Service Center is happy to announce that Dell Marketing L.P. has been awarded an annual contract for Technology Solutions, Products and Services on the proposal submitted to Region XIV ESC. The contract is effective immediately and will expire on November 301h, 2025. The contract can then be renewed annually for an additional five years, if mutually agreed on by Region XIV ESC and Dell Marketing L.P. We look forward to a long and successful partnership underneath this contract. If you have any questions or concerns, feel free to contact me at 325-675-8600. Sincerely, Shane Fields Region XIV, Executive Director Page 215 balk., 4W -i Proposal for the Region 14 Education Service Center acting on behalf of the National Cooperative Purchasing Alliance RFP # 45-22 Technology Solutions, Products and Services Thursday, November 17, 2022 D"LTechnologies Page 216 DGLLTechnologies One Dell Way Round Rock,TX 78682 USA www.dell.com Thursday, November 17, 2022 Region 14 Education Service Center 1850 Highway 351 Abilene Texas 79601 Dear Procurement Officer, Thank you for the opportunity to submit a proposal for Region 14 ESC's RFP for Technology Solutions, Products and Services.We have thoroughly reviewed the requirements and developed this proposal to showcase how our products and solutions will enable customers to continue their digital transformation. The value of our offering includes: Our Products — We have the strongest portfolio of IT products from the edge to the core, to the cloud. We offer full end-to-end IT solutions thereby becoming a one stop shop to meet all our customer's IT needs. Our Lifecycle Services—Parallel to our product and services delivery organization, is our customer support organization—be it pre-sales consultation, data center consolidation, or rollout of a work/ school from home solution, our pro-deploy and pro-support teams are always available to assist in conjunction with our account and specialist teams. Our Contract Management — The NCPA contract is used widely by SLED customers. We have contract program managers and personnel dedicated to supporting NCPA and the entities that purchase using NCPA. We will continue to deliver and strengthen our partnership. • Our Commitment—Last, but equally important, is our commitment to social causes that impact our lives and our planet. Our 2030 moonshot goals focus on cultivating inclusion, advancing sustainability, transforming lives and upholding ethics and privacy. We look forward to earning your business and continuing our long-standing partnership. Should you have any questions regarding this proposal, please contact your Dell Technologies team provided in the below contact information: Stacey Skala at 512.720.7429 or online at Stacey.Skala(o Dell.com Preethi Pillaipakkam at 469.510.8569 or online at.Preethi.Pillaipakkam(ia�Dell.com Sincerely, Stacey Y Proposal Manager Page 217 Table of Contents Tab 1 - Master Agreement/Signature ..............................................................................................4 Tab 2 - NCPA Administration Agreement........................................................................................ 14 Tab 3 - Vendor Questionnaire .........................................................................................................18 Tab4 -Vendor Profile .....................................................................................................................22 Tab 5 - Products and Services /Scope...........................................................................................35 Tab6 - References..........................................................................................................................52 Tab7 - Pricing .................................................................................................................................58 Tab 8 -Value Added Products and Services...................................................................................59 DellLifecycle Services.................................................................................................................59 Innovation in Education with Dell Technologies...........................................................................74 Tab 9 - Required Documents ..........................................................................................................83 ProposalLegal Notes ......................................................................................................................99 Tab -Appendices ..........................................................................................................................101 Appendix A- Dell and the Environment..................................................................................... 102 Appendix B - Dell's Diversity and Equal Employment Opportunity Policy.................................. 105 Appendix C - Dell Supplier Diversity Program ........................................................................... 107 Appendix D - Dell Premier for IT Procurement Overview........................................................... 109 Appendix E - Dell Limited Hardware Warranty .......................................................................... 116 Appendix F - Dell Return Policy................................................................................................. 131 Appendix G -Vendor Certifications............................................................................................ 133 Appendix H - Dell Financial Services......................................................................................... 139 Page 218 Tab 1 - Master Agreement / Signature Customer Support The Dell Marketing L.P. ("Vendor")vendor shall provide timely and accurate technical advice and sales support. The vea Vendor shall respond to such requests within one (1) to two working days after receipt of the request. Disclosures Respondent affirms that he/she has not given, offered to give, nor intends to give at any time hereafter any economic opportunity,future employment, gift, loan, gratuity, special discount, trip,favor or service to a public servant in connection with this contract. The respondent affirms that,to the best of his/her knowledge,the offer has been arrived at independently,and is submitted without collusion with anyone to obtain information or gain any favoritism that would in any way limit competition or give an unfair advantage over other vendors in the award of this contract. Renewal of Contract Unless otherwise stated, all contracts are for a period of three (3)years with an option to renew for up to five (5)additional one-year terms or any combination of time equally not more than 5 years if agreed to by Region 14 ESC and the vendaWendor. Funding Out Clause Any/all contracts exceeding one (1)year shall include a standard"funding out"/"non-appropriation" clause as mutually agreed to by the parties. A contract for the acquisition, including ing lease, of real or personal property is a commitment of the entity's current revenue only, provided the contract contains either or both of the following provisions: If(a) sufficient funds are not budgeted or appropriated and budgeted by Public Agency's governing body in any fiscal period for payment amounts or other costs and fees and (b) Public Agency has exhausted all funds legally available for such payment amounts or other costs and fees due under the contract, then the Public Agency, upon reasonable written notice to the vendor or its affiliate, rRetains to+� e eRti+y the EeRtiRUing right to terminate the contract as of the last day of the Public Agency's fiscal period for which funds for the payment amounts are available at the expiration of each budget peFied dWiRg the term of the,ORtraG and is conditioned on a best efforts attempt by the Public Agencyent+fy to obtain appropriate funds for payment of the contract ands to only place orders for which funding is available and to pay venderVendorBell for products delivered and services performed. Such termination is without any expense or penalty, except for the portions of the payment amounts and those expenses associated with returning or making products available for return to ven Vendor or its affiliate and Public Agency's cessation of use and maintenance, de-installation and deletion of licensed software, and certification thereof, in accordance with the terms of the contract, for which funds have been budgeted or appropriated or are otherwise legally available. Shipments (if applicable) The awarded vendor shall ship ordered products within ?even-fifteen (157) working days for goods available and within four (4) to six (6) weeks for specialty items after the receipt of the order unless modified. Barring any component constraints,Vendor will ship products it is manufacturing or a third party is manufacturing within 4—6 weeks of acceptance of order. Cancellation may be made up to the time order is accepted. Orders shall be placed online on the NCPA Premier Page that Dell will populate with NCPA pricing. If a product cannot be Page 219 shipped within that time,the awarded vendor shall notify the entity placing the order as to why the product has not shipped and shall provide an estimated shipping date. of this point the participating entity m cancel the ender if estimatod shipp'Rg time is eta eptahle Tax Exempt Status Since this is a national contract, knowing the tax laws in each state is the sole responsibility of the vendor. Unless Public Agencys--sl}a4 provides Dell with a valid tax exemption certificate acceptable to the relevant taxing authority prior to Dell's payment of such taxes,eeen4eaee6t,er Public Agency shall pay to Dell all taxes and duties upon demand.he resIDORsihle fer taxes- Payments Payment terms are thirty (30) days from the date of invoice. All products and services are deemed accepted ten (10) days from the date of invoice or completion of service. Dell may charge a late penalty of 1.5% per month on undisputed overdue amounts, or the maximum rate permitted by law, whichever is less. Late penalties will be recalculated every 30 days based on Public Agency's current outstanding balance. Dell, without waiving any other rights or remedies and without liability to Public Agency, may suspend or terminate any or all Services and refuse additional orders for Products until all overdue amounts are paid in full. Dell shall be entitled to all reasonable legal and attorney fees and associated costs of collecting overdue amounts. The entity using the contract will make payments directly to the awarded vendor except instances where a reseller, under this contract,is selling Dell products and other products provided by Dell to the reseller,invoices will be issued by the reseller to a Public Agency and payments shall be made to the applicable reseller.. or their affiliates (distributorsibUSiRess as long as writteR request and approval by NGPA r,re„ided to the a anted V AndAr Adding Authorized Distributors/Dealers Awarded vendors may submit a list of distributors/partners/resellers to sell under their contract throughout the life of the contract. Vendor must receive written approval from NCPA before ant, such distributors/partners/resellers is considered authorized. Purchase orders and payment can only be made to awarded ve�Vendor or distributors/ business partners/resellers previously approved by NCPA. Pricing provided to members by added distributors or dealers must also be less than or equal to the pricing offered by the awarded contract holder. All distributors/partners/resellers are required to abide by the Terms and Conditions of the venderVendor's agreement with NCPA. Pricing All pricing submitted shall include the administrative fee to be remitted to NCPA by the awarded vendor. It is the awarded vendor's responsibility to keep all pricing up to date and on file with NCPA. All ground shipping deliveries s for standard products shall be freight prepaid, F.O.B. destination and shall be included in all pricing offered unless otherwise clearly stated in writing Expedited and larger products shall be subject to freight charges. Page 220 Warranty Proposal should address the following warranty information: • Applicable warranty and/or guarantees of equipment and installations including any conditions and response time for repair and/or replacement of any components during the warranty period. • Availability of replacement parts • Life expectancy of equipment under normal use • Detailed information as to proposed return policy on all equipment Dell's warranty terms located at DELL.COM/WARRANTYTERMS, included as Appendix E shall be applicable to sales under this contract. Vender shall n „ideequipment, rn-ater•olo and nredUGtS that �11-unless otherwise o Gified of geed quality and free of defeGtS- GORGtF61GtiA-.A- �.'P—Ad-A-F shall peFferm sep.'IG86 in a geA-d- -;;Ad- �.AVA—rkmaplike manner And in ;;rAeFdaRGe with Industrj�Stanrl arrlc few+he+he sc.-- deed. Safety Vendors performing services shall comply with occupational safety and health rules and regulations. Also all vendors and subcontractors shall be held responsible for the safety of their employees and any conditions that may cause injury or damage to persons or property. Permits Since this is a national contract, knowing the permit laws in each state is the sole responsibility of the VenderVendor. Indemnity If Public Agency purchased Products or Services directly from Dell, Dell shall defend and indemnify Public Agency against any third-party claim that Dell-branded Products or Services (excluding Third-Party Products and open source software)infringe or misappropriate that third party's United States("U.S.")patent,copyright, trade secret, or other intellectual property rights ("Claim(s)"). In addition, if Dell receives prompt notice of a Claim that Dell believes is likely to result in an adverse ruling, then Dell shall at its option, (i)obtain a right for Public Agency to continue using such Products or Deliverables or for Dell to continue performing the Services; (ii) modify such Products or Services to make them noninfringing; NO replace such Products or Services with a non-infringing equivalent; or(iv) if Public Agency purchased directly from Dell, refund any pre-paid fees for the allegedly infringing Services that have not been performed or provide a reasonable depreciated or pro rata refund for the allegedly infringing Product or Deliverables. Dell shall have no obligation for any claim arising from(a)modifications of the Products and Services that were not performed by or on behalf of Dell;(b)misuse, or the combination or use with Third-Party Products (the combination of which causes the claimed infringement); or(c) Dell's compliance with Public Agency's written specifications, including the incorporation of any software or other materials or processes Public Agency provides or requests. Dell's duty to indemnify and defend the Claim is contingent upon: (x)Public Agency's prompt written notice of the Claim; (y)Dell's right to solely control the defense and resolution of the Claim;and(z)Public Agency's cooperation in defending and resolving the Claim. These are Public Agency's exclusive remedies for any third-party intellectual property claim, and nothing in this Agreement or elsewhere will obligate Dell to provide any greater indemnity. B. Public Agency shall defend and indemnify Dell against any third-party claim resulting or arising from:(i)Public Agency failure to obtain any appropriate license, intellectual property rights, or other permissions, regulatory certifications, or approvals associated with technology or data provided by Public Agency, or associated with software or components requested by Public Agency to be used with, or installed or integrated as part of the Products or Services; (ii) Public Agency's violation of Dell's intellectual property rights; NO any inaccurate representation regarding the existence of an export license or any allegation made against Dell due to Public Agency's alleged violation of applicable export laws; or(iv) Public Agency transferring or providing access to Excluded Data(as defined below)to Dell.C. Each party shall defend and indemnify the other against any third- Page 221 party claim for personal bodily inlury, including death, where the injury has been exclusively caused by the indemnifying party's gross negligence or willful misconduct in connection with this Agreement. Thp r „rdPd ernpleyees and ageRts against all Glairns, damages, losses and ex P,-t Pf nr res,king frorn the ef the later exeG6 400R of+hog.entraGt Franchise Tax The respondent hereby certifies to the best of signatory's knowledge that he/she is not currently delinquent in the payment of any franchise taxes. Supplemental Agreements Tile-Each Public Agencyeplity participating in this contract and awarded veaderVendor may enter into the followings separate supplemental agreements to further define the level of service requirements needed to enable such offerings under this Master Agreement over and above the minimum defined in this contract i.e. invoice requirements, ordering requirements, specialized delivery, etc. Any supplemental agreement developed as a result of this contract is exclusively between the participating Public Agencyery and awarded veraderVendor and shall be governed solely by the terms set forth in such separate supplemental agreement.- • - r, nh.-,RQG6 tG +ho .. ntr;;At terms r ar. oRq eFt4 Q RG18 ,RItY Pt Ar lim4g ign G� 11-8.81 shall -he altered bv a DA m mhe.or01 rnhas'RW partoGnpatoRg eRti+v Services Agreements. Dell may provide Services,Service-related Software,or Deliverables to SestGFPerPublic Agency in accordance with one or more "Service Agreements." "Service Agreements" are service contracts, including "Service Descriptions" available at www.dell.com/offeringspecificterms, "Statements of Work," and any other mutually executed documents. Each Service Agreement will be interpreted separately from any other Service Agreement . Dell APEX Cloud Services. Dell may provide Services, Cloud services (includes any service made available to users through the Internet from a computing provider's servers), such as software-as-a-service, Platform as a Service, Infrastructure as a Service and storage-as-a-service, Service-related Software, or Deliverables to r„ to orPublic Agencv in accordance with one or more "Service Agreements." "Service Agreements" are service contracts, including "Service Descriptions" available at www.dell.com/dellemccloudterms and/or https://www.dell.com/learn/us/en/uscorp1/terms-of-sale "Statements of Work," and any other mutually executed documents. Each Service Agreement will be interpreted separately from any other Service Agreement. Dell APEX Flex on Demand. In addition,venderVendor may offer consumption-based models under its Dell APEX Flex on Demand Program ("FOD")as an alternative flexible payment solution under a separate Master Flexible Consumption Agreement ("MFCA").Any FOD solution will be subject to the terms and conditions of the MFCA only,an example of which is attached hereto in Appendix G. Eligible Public Agencies shall negotiate the terms and conditions of such FOD solution directly with vepderVendor or its designated affiliate or its authorized distributor/partner/reseller, including, but not limited to, the MFCA, any corresponding FOD schedule ("Schedule"), and any other documentation that may be required for such FOD transaction. The parties recognize that the MFCA and any Schedule executed by the parties hereunder are separate and independent agreements between the Eligible Public Agency and vegderVendor or its designated affiliate or its authorized distributor/partner/reseller, with the terms thereof constituting the entire agreement for such FOD transaction. To the extent of any conflict or inconsistency between the terms of the MFCA and the terms of this Master Agreement, the terms, and conditions of the MFCA will prevail for such offerings. Samples of the MFCA, Schedule, and any other related documentation that may be applicable are attached hereto in Appendix H. Page 222 Leasing and Financing; Payment Solutions. Leasing and financing services and other flexible payment solutions made available directly through Dell Financial Services L.L.C. ("DFS") or Pharos Financial Services L.P. ("PFS") are allowed under this Master Agreement in accordance with one or more of the separately negotiated DFS or PFS lease or finance agreements("Lease(s)"). Samples of each Lease are attached hereto as Appendix H If this Master Agreement does not contain Lease terms and conditions, eligible Public Agencies under this Master Agreement who are authorized to execute such Leases under applicable law may do so by executing a separate Lease directly with DFS or PFS for the hardware, software, and/or services obtained under this Master Agreement. Any Lease solutions will be subject to the terms and conditions of the corresponding DFS or PFS Lease. Eligible Public Agencies shall negotiate the terms and conditions of such Lease with DFS or PFS directly. To the extent of any conflict or inconsistency between the terms of the DFS or PFS Lease and the terms of this Master Agreement, the terms and conditions of the DFS or PFS Lease will prevail. Certificates of Insurance Dell will offer a memorandum of Insurance to members and will endeavor to provide notice of cancellation within 30 days to Region 14 ESC and NCPA. Dell has existing contracts with its subcontractors and Dell is responsible for providing the contracted for services.GertifiGates of insyranGe shall be delivered to the Publin whiGh work is beiRg GeRdUGted.The awarded vendor shall give the paFtiGipating entity a minimurn of ten (10) days Ret'Ge prier te any medifiGatiens GF GaRGellatien ef PeliGieS. The -A�Aoaartled vender shall require all uhnnntran+nro performing a work to maintain Geverage as nifior! Legal Obligations It is the Respondent's responsibility to be aware of and comply with all applicable local, state, and federal laws governing the sale of products/services identified in this RFP and any awarded contract and shall comply with all applicable laws while fulfilling the RFP. Applicable laws and regulation must be followed even if not specifically identified herein. Protest A protest of an award or proposed award must be filed in writing within ten (10)days from the date of the official award notification and must be received by 5:00 pm CST. Protests shall be filed with Region 14 ESC and shall include the following: • Name,address and telephone number of protester • Original signature of protester or its representative • Identification of the solicitation by RFP number • Detailed statement of legal and factual grounds including copies of relevant documents and the form of relief requested Any protest review and action shall be considered final with no further formalities being considered. Force Majeure If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended Page 223 during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. Notwithstanding the above,this section will not modify,terminate,cancel or otherwise negate or replace in any way any Public Agency's rights, duties, and obligations (including a Public Agency's payment obligations to DFS or PFS) under the terms and conditions of a duly executed Lease (as defined above) and MFCA (as defined above) between DFS or PFS and any Public Agency, the terms of which shall take precedence. The foregoing is not withstanding any force majeure insurance on the payment stream that a Public Agency may have. The term Force Majeure as employed herein, shall mean acts of God, strikes, lockouts, or other industrial disturbances,act of public enemy,orders and regulation of any kind of government of the United States or any civil or military authority; insurrections; riots; epidemics; pandemic; landslides; lighting; earthquake; fires; hurricanes;storms;floods;washouts;droughts;arrests;restraint of government and people;civil disturbances; explosions, breakage or accidents to machinery, pipelines or canals, or other causes not reasonably within the control of the party claiming such inability. It is understood and agreed that the settlement of strikes and lockouts shall be entirely within the discretion of the party having the difficulty, and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes and lockouts by acceding to the demands of the opposing party or parties when such settlement is unfavorable in the judgment of the party having the difficulty. Prevailing Wage It shall be the responsibility of the Vendor to comply,when applicable,with the prevailing wage law legislatiOn in effect in the jurisdiction of the purchaser. it shill further be the r sihili+„ f the en+ r+ m ni+r r+he prevailing wage rates as established by the apprepriate departmeRt ef la-heir fer_aRY rates d6lFiRg the term of this nnntront and adjust wage rotes o rnrd*Rgly Termination Either party may cancel this contract in whole or in part by providing written notice. The cancellation will take effect 30 business days after the other party receives the notice of cancellation. After the 30th business day all work will cease following completion of final purchase order. This Section on termination shall not apply to any lease financier(including,but not limited to, Dell Financial Services L.L.C.)or any related lease and finance or flexible payment solution agreements or any of Region 14 or Public Agency's, duties, and obligations including, but not limited to, its payment obligations to DFS thereunder. Open Records Policy Because Region 14 ESC is a governmental entity responses submitted are subject to release as public information after contracts are executed. , as required by applicable law. Dell will comply with applicable law and opinions of the applicable governing body concerning open recordslf a vender believes that its response, er parts of its respense, may be exempted frern d'SGIGS61re,the vender MUSt SpeGify page by page and line by line the parts ef the FeSPEMSe, whiGh it believes, are exempt. IR addition, the respORdeRt MUSt SpeGify whiGh The determination of whether information is confidential and not subject to disclosure is the duty of the Office of Attorney General (OAG). Region 14 ESC must provide the OAG sufficient information to render an opinion and therefore, vague and general claims to confidentiality by the respondent are not acceptable. Region 14 ESC must comply with the opinions of the OAG. Region 14 ESC assumes no responsibility for asserting legal arguments on behalf of any vendor. Respondent are advised to consult with their legal counsel concerning disclosure issues resulting from this procurement process and to take precautions to safeguard trade secrets and other proprietary information. Dell requests the following language be incorporated into any contract resulting from award of this solicitation: Page 224 NCPA Members, by purchasing from Dell agree to the terms between NCPA and Dell under the contract. Compliance with Laws A. In performing its obligations under this Agreement,each party agrees to comply with all laws and regulations applicable to such party including the customs and export control laws and regulations of the U.S.: and the country in which the Products or Services are delivered or performed. B. Public Agency certifies that all items (including hardware, software, technology and other materials) it provides to Vendor for any reason that contain or enable encryption functions either (i) satisfy the criteria in the Cryptography Note (Note 3) of Category 5, Part 2 of the Wassenaar Arrangement on Export Controls for Conventional Arms and Dual-Use Goods and Technologies or(ii)employ key length of 56-bit or less symmetric, 512-bit asymmetric or less, and 112-bit or less elliptic curve. Vendor is not responsible for determining whether any Third-Party Product to be used in the Products and Services satisfies regulatory requirements of the country to which such Products or Services are to be delivered or performed,and Vendor shall not be obligated to provide any Product or Service where the resulting Product or Service is prohibited by law or does not satisfy the local regulatory requirements. C. Vendor's privacy policies explain how Vendor treats Public Agency's personal information and protects Public Agency's privacy and can be found at Vendor.com/privacy. Limitation of Liability A. VENDOR WILL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PRODUCTS OR SERVICES. EXCEPT FOR PUBLIC AGENCY BREACH OF SECTIONS 3(D) OR 7, OR COUSTOMER VIOLATION OF VENDOR'S INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY SHALL HAVE LIABILITY FOR THE FOLLOWING: (i) LOSS OF REVENUE, INCOME, PROFIT, OR SAVINGS; (ii) LOST OR CORRUPTED DATA OR SOFTWARE, LOSS OF USE OF A SYSTEM OR NETWORK OR THE RECOVERY OF SUCH; (iii) LOSS OF BUSINESS OPPORTUNITY; (iv) BUSINESS INTERRUPTION OR DOWNTIME; (v) THE PRODUCTS, DELIVERABLES OR THIRD-PARTY PRODUCTS NOT BEING AVAILABLE FOR USE; OR NO THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES. B. VENDOR'S TOTAL LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (INCLUDING PRODUCTS AND SERVICES) IN ANY 12 MONTH PERIOD SHALL NOT EXCEED THE TOTAL AMOUNT RECEIVED BY VENDOR DURING THE PRIOR 12 MONTHS OF THIS AGREEMENT FOR THE SPECIFIC PRODUCT OR SERVICE GIVING RISE TO SUCH CLAIM(S). C.THESE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS APPLY TO ALL CLAIMS FOR DAMAGES, WHETHER BASED IN CONTRACT,WARRANTY, STRICT LIABILITY, NEGLIGENCE,TORT, OR OTHERWISE.THESE LIMITATIONS OF LIABILITY ARE AGREED ALLOCATIONS OF RISK CONSTITUTING IN PART THE CONSIDERATION FOR VENDOR'S SALE OF PRODUCTS OR SERVICES TO PUBLIC AGENCY, AND WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES. Software. Public Agency rights to use the Software delivered by Supplier are governed by the terms of the applicable end-user license agreement. Unless different terms have been agreed between the parties, the terms posted on www.dell.com/eula(the"EULA")shall apply. Supplier will provide a hard copy of the applicable terms upon request. Unless expressly otherwise agreed, microcode, firmware or operating system software required to enable the Equipment with which it is shipped to perform its basic or enhanced functions, is licensed for use solely on such Equipment. Page 225 Acceptance. All Products and Third Party Products will be deemed to be accepted upon Delivery. Notwithstanding such acceptance, Public Agency retains all rights and remedies under the warranty terms stated below. Public Agency may only return Products to Supplier that are permitted to be returned pursuant to the return policy at www.dell.com/returnspolicy. Hardware Returns and Exchanges. Public Agency agrees to Vendor's return policy as stated at www.dell.com/returnspolicy. Before returning or exchanging Hardware, Public Agencv must contact Vendor to obtain an authorization number for Public Agency return. Public Agency must return Hardware in its original or equivalent packaging,and Public Agency is responsible for risk of loss and shipping and handling fees.Additional fees, including up to a 15%restocking fee, may apply. If Public Agency fails to follow the return or exchange instructions, Vendor will not be responsible for any loss, damage, or modification of Hardware, or processing of Hardware for disposal or resale. Credit for partial returns may be less than invoice or individual component prices due to bundled or promotional pricing associated with Public Agency's purchase. Title to returned or exchanged Hardware shall pass to Vendor upon receipt at the specified Vendor facility. Changed or Discontinued Products or Services. Vendor may revise or discontinue Products and Services at any time, including after Public Agencv places an Order, but prior to Vendor's shipment or performance. As a result, Products and Services Public Agencv receives might differ from those ordered. However, Dell-branded Products will materially meet or exceed all published specifications for the Products. Parts used in repairing or servicing Products may be new, equivalent-to-new, or reconditioned. Proprietary Rights The Products and Software are protected pursuant to copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. All right, title, and interest in the intellectual property (including all copyrights, patents, trademarks, trade secrets, and trade dress) embodied in the Software, Products and Deliverables, and the methods by which the Services are performed and the processes that make up the Services, shall belong solely and exclusively to Vendor or its suppliers or licensors. Subject to Vendor's receipt of payment in full for the applicable Services, Vendor grants Public Agencv a non-exclusive, non-transferable, royalty-free right to use the Deliverables solely(i) in the country or countries in which Public Agencv does business; (ii)for Public Agency's internal use; and (iii)as necessary for Public Agencv to enioy the benefit of the Services as stated in the applicable Service Agreements. For Reseller transactions: For any transactions under this contract in which Vendor resellers are reselling products obtained from Vendor, the following terms shall apply:Vendor will require its resellers to agree to the terms of the NCPA contract with Vendor.The reseller sales transactions, including quoting, pricing,order taking, invoicing, payment for reseller transactions shall be between the NCPA member and the reseller. Pricing will not be determined by Vendor but must be incompliance with the pricing requirements in Vendor's NCPA contract. Fees and reporting for Vendor reseller transactions with NCPA members shall be provided by the Vendor reseller only. Payments made by NCPA or its members for these reseller transactions shall be made to the reseller.Vendor will propose authorized resellers to be added to contract for Region 14 ESC and NCPA approval. NCPA and Vendor must be in agreement on resellers to be added to contract.Vendor can have a reseller removed from contract, upon notice. Vendor is not liable should the reseller fail to follow the terms of the contract. Page 226 Shipping Charges; Title; Risk of Loss. Unless otherwise agreed, Supplier shall arrange for shipment of the ordered Products to the ship-to address indicated in the Order, through a common carrier designated by Supplier. Delivery dates are indicative. Software may be provided by delivery of physical media or through electronic means. Public Agency shall notify Supplier within 21 days of the invoice date if Public Agency believes any Product included in its Order is missing, wrong, or damaged, and shall ensure that the intended installation site meets the specifications as per the product documentation. Risk of loss for Equipment and for physical media containing licensed Software transfers to Public Agency upon Delivery. Title to sold Equipment passes to Public Agency upon Delivery. "Delivery"for Equipment occurs when Supplier provides the Equipment to the carrier at Supplier's designated point of shipment; "Delivery" for Software occurs either when Supplier provides physical media (or the Equipment on which it is installed)to the carrier at Supplier's designated point of shipment,or the date Supplier notifies Public Agency that Software is available for electronic download. Unless otherwise agreed, cost of transit insurance on behalf of Public Agency shall be included in the total price stated on the Quote. Excluded Data Public Agency agrees that it will obtain all necessary rights, permissions and consents associated with: (a) technology or data (including personal data) that Public Agency and its Affiliates provide to Supplier or its Affiliates, and (b) non-Supplier software or other components that Public Agency and its Affiliates direct or request that Supplier or its Affiliates use with, install, or integrate as part of the Supplier's Offerings. Public Agency is solely responsible for reviewing data that will be provided to or accessed by Supplier in the provision of the Offerings to ensure that it does not contain: (i)data that is classified, ITAR(International Traffic in Arms Regulations) related data, or both; or(ii) articles, services, and related technical data designated as defense articles and defense services. Public Agency will defend and indemnify Supplier and its Affiliates against any third party claim resulting from a breach of the foregoing, or from Public Agency's infringement or misappropriation of intellectual property rights of Supplier, its Affiliates or third parties. U.S. Government Restricted Rights. The software and documentation provided are "commercial products" as defined in Federal Acquisition Regulation ("FAR") Section 2.101, consisting of"commercial computer software" and "commercial computer software documentation"as these terms are used in FAR 12.212 and Defense Federal Acquisition Regulation Supplement ("DFARS") Section 227.7202, as applicable. Consistent with FAR 12.212 and DFARS Section 227.7202, all U.S. Government end users acquire the software and documentation with only those rights set forth herein Taxes. The charges due hereunder are exclusive of, and Public Agency shall pay or reimburse Supplier for all value added (VAT), sales, use, excise, withholding, personal property, goods and services and other similar taxes, governmental fees,levies,customs and duties resulting from Public Agency's purchase,except for taxes based on Supplier's net income, gross revenue, or employment obligations. If Public Agency qualifies for a tax exemption, Public Agency must provide Supplier with a valid certificate of exemption or other appropriate proof of exemption. If Public Agency is required to withhold taxes, then Public Agency will within 60 days of remittance to the applicable tax authority provide Supplier with satisfactory evidence (e.g., official withholding tax receipts) that Public Agency has accounted to the relevant authority for the sum withheld or deducted, otherwise Supplier will charge Public Agency for the amount that Public Agency has deducted for the transaction. Page 227 SIGNATURE FORM The undersigned hereby proposes and agrees to furnish goods and/or services in strict compliance with the terms, specifications and conditions at the prices proposed within response unless noted in writing. The undersigned further certifies that he/she is an officer of the company and has authority to negotiate and bind the company named below and has not prepared this bid in collusion with any other Respondent and that the contents of this proposal as to prices, terms or conditions of said bid have not been communicated by the undersigned nor by any employee or agent to any person engaged in this type of business prior to the official opening of this proposal. Prices are guaranteed: 120 days Dell Marketing, L.P. Company Name One Dell Way Address Round Rock TX 78286 City State Zip 512.720.7429 Telephone Number Fax Number Stacey.Skala@Dell.com Email Address Stacey Skala Proposal Manager Printed Name Position Authors d Signature Dell agrees to discuss and negotiate the terms of the Administration Agreement and the administration fee upon award. Dell respectfully requests the following modifications to the terms provided Tab 1 and Tab 2 of Solicitation Number 45-22 for Technology Solutions. Dell also requests that the additional terms provided be incorporated into any final contract resulting from award of this solicitation.As needed, Dell agrees to enter into good faith negotiation of mutually agreeable terms. Page 228 Tab 2 - NCPA Administration Agreement Dell agrees to discuss and negotiate the terms of the Administration Agreement and the administration fee upon award. Dell respectfully requests the following modifications to the terms provided Tab 1 and Tab 2 of Solicitation Number 45-22 for Technology Solutions. Dell also requests that the additional terms provided be incorporated into any final contract resulting from award of this solicitation. As needed, Dell agrees to enter into good faith negotiation of mutually agreeable terms. This Administration Agreement is made as of December 1, 2022 by and between National Cooperative Purchasing Alliance ("NCPA")and ("Vendor"). Recitals WHEREAS, Region 14 ESC has entered into a certain Master Agreement dated December 1, 2022 , referenced as Contract Number 01-143 by and between Region 14 ESC and Vendor, as may be amended from time to time in accordance with the terms thereof(the"Master Agreement'), for the purchase of IT Security Products and Data Protection Solutions; WHEREAS, said Master Agreement provides that any state, city, special district, local government, school district, private K-12 school, technical or vocational school, higher education institution, other government agency or nonprofit organization (hereinafter referred to as"public agency" or collectively, "public agencies")may purchase products and services at the prices indicated in the Master Agreement; WHEREAS, NCPA has the administrative and legal capacity to administer purchases under the Master Agreement to public agencies; WHEREAS, NCPA serves as the administrative agent for Region 14 ESC in connection with other master agreements offered by NCPA WHEREAS, Region 14 ESC desires NCPA to proceed with administration of the Master Agreement; WHEREAS, NCPA and Vendor desire to enter into this Agreement to make available the Master Agreement to public agencies on a national basis; NOW, THEREFORE, in consideration of the payments to be made hereunder and the mutual covenants contained in this Agreement, NCPA and Vendor hereby agree as follows: General Terms and Conditions • The Master Agreement, attached hereto as Exhibit 1 and incorporated herein by reference as though fully set forth herein, and the terms and conditions contained therein shall apply to this Administration Agreement except as expressly changed or modified by this Administration Agreement. • NCPA shall be afforded all of the rights, privileges and indemnifications afforded to Region 14 Page 229 ESC under the Master Agreement, and such rights, privileges and indemnifications shall accrue and apply with equal effect to NCPA under this Administration Agreement including, but not limited to, Contractor's obligation to provide appropriate insurance and certain indemnifications to Region 14 ESC. • Contractor shall perform all duties, responsibilities and obligations required under the Master Agreement in the time and manner specified by the Master Agreement. • NCPA shall perform all of its duties, responsibilities, and obligations as administrator of purchases under the Master Agreement as set forth herein, and Contractor acknowledges that NCPA shall act in the capacity of administrator of purchases under the Master Agreement. • With respect to any purchases made by Region 14 ESC or any Participating Agency pursuant to the Master Agreement, NCPA(a)shall not be construed as a dealer, re- marketer, representative, partner, or agent of any type of Contractor, Region 14 ESC, or such Participating Agency, (b)shall not be obligated, liable or responsible (i)for any orders made by Region 14 ESC, any Participating Agency or any employee of Region 14 ESC or Participating Agency under the Master Agreement, or(ii)for any payments required to be made with respect to such order, and (c)shall not be obligated, liable or responsible for any failure by the Participating Agency to (i)comply with procedures or requirements of applicable law, or(ii)obtain the due authorization and approval necessary to purchase under the Master Agreement. NCPA makes no representations or guaranties with respect to any minimum purchases required to be made by Region 14 ESC, any Participating Agency, or any employee of Region 14 ESC or Participating Agency under this Administration Agreement or the Master Agreement. • With respect to any supplemental agreement entered into between a Participating Agency and Contractor pursuant to the Master Agreement, NCPA, its agents, members and employees shall not be made party to any claim for breach of such agreement. • This Administration Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereof, and no other agreement, statement, or promise relating to the subject matter of this Administrative Agreement which is not contained herein shall be valid or binding. • Upon Vendor's corporate marketing/compliance prior review and approval, and subject to the requirements of the brand usage guidelines located at https://brand.delItechnologies.com/logos/,Vendor agrees to allow Customer to use their name and logo within Customer-maintained websites, marketing materials and advertisements.Any use of NCPA name and logo or any form of publicity regarding this Administration Agreement or the Master Agreement by Contractor must have prior approval from NCPA. • If any action at law or in equity is brought to enforce or interpret the provisions of this Administration Agreement or to recover any administrative fee and accrued interest,the prevailing party shall be entitled to reasonable attorney's fees and costs in addition to any other relief to which such party may be entitled. • Neither this Administration Agreement nor any rights or obligations hereunder shall be assignable by Contractor without prior written consent of NCPA, provided, however, that the Contractor may, without such written consent, assign this Administration Agreement and its rights and delegate its obligations hereunder in connection with the transfer or sale of all or substantially all of its assets or business related to this Administration Agreement, or in the event of its merger, consolidation, change in control or similar transaction.Any permitted assignee shall assume all assigned obligations of its assignor under this Administration Agreement. • This Administration Agreement and NCPA's rights and obligations hereunder may be assigned at NCPA's sole discretion,to an existing or newly established legal entity that has the authority and capacity to perform NCPA's obligations hereunder. Term of Agreement This Agreement shall be in effect so long as the Master Agreement remains in effect, provided, however, Page 230 that the obligation to pay all amounts owed by Vendor to NCPA through the termination of this Agreement and all indemnifications afforded by Vendor to NCPA shall survive the term of this Agreement. Fees and Reporting The awarded vendor shall electronically provide NCPA with a detailed quarterly report showing the dollar volume of all sales under the contract for the previous quarter. Reports are due on the fifteenth (15t")day after the close of the previous quarter. It is the responsibility of the awarded vendor to collect and compile all sales under the contract from participating members and submit one (1) report. The report shall include at least the following information as listed in the example below: Entity Name Zip Code State PO or Job# Sale Amount Total Dell Response: Dell agrees to discuss and negotiate the terms of the Administration Agreement and the administration fee upon award. Typically, reporting is available 30 days after the close of the previous quarter. Each quarter NCPA will invoice the vendor based on the total of sale amount(s)reported. From the invoice the vendor shall pay to NCPA an administrative fee based upon the tiered fee schedule below. Vendor's annual sales shall be measured on a calendar year basis. Deadline for term of payment will be included in the invoice NCPA provides. Annual Sales Through Contract Administrative Fee 0-$30,000,000 2% $30,000,001 -$50,000,000 1.5% $50,000,001+ 1% Dell Response: Dell agrees to discuss and negotiate the terms of the Administration Agreement and the administration fee upon award. Supplier shall maintain an accounting of all purchases made by Public Agencies under the Master Agreement. NCPA and Region 14 ESC reserve the right to audit the accounting for a period of four(4) years from the date NCPA receives the accounting. In the event of such an audit, the requested materials shall be provided at the location designated by Region 14 ESC or NCPA. In the event such audit reveals an under reporting of Contract Sales and a resulting underpayment of administrative fees, Vendor shall promptly pay NCPA the amount of such underpayment,together with interest on such amount and shall be obligated to reimburse NCPA's costs and expenses for such audit. Dell Acknowledges. Page 231 ACKNOWLEDGMENT OF CONTRACTOR REQUIREMENTS National Cooperative Purchasing Alliance Dell Marketing L. P. O-ganization Vendor Name Matthew Mackel StaceySkala 'J:: I.... Narne Director, Business Development Proposal Manager .I... Title PO Box 701273 One Dell Way AduresL� Address Houston, TX 77270 Round Flock.. TX 78682 Address Acid-css Signature Srgnat December 1, 2022 1 1 0 22 _. ... Date Dell agrees to discuss and negotiate the terms of the Administration Agreement and the administration fee upon award. Dell respectfully requests the following modifications to the terms provided Tab 1 and Tab 2 of Solicitation Number 45-22 for Technology Solutions. Dell also requests that the additional terms provided be incorporated into any final contract resulting from award of this solicitation.As needed, Dell agrees to enter into good faith negotiation of mutually agreeable terms. Page 232 Tab 3 - Vendor Questionnaire TAB 3 VENDOR QUESTIONAIRE Please provide responses to the following questions that address your company's operations, organization,structure, and processes for providing products and services. Locations Covered • Bidder must indicate any and all locations where products and services can be offered. • Please indicate the price co-efficient for each location if it varies. ❑■ All 50 States&District of Columbia (Selecting this box is equal to checking all boxes below) ❑Alabama ❑ Illinois ❑Montana ❑ Rhode Island ❑Alaska ❑ Indiana ❑Nebraska ❑ South Carolina ❑Arizona. ❑ Iowa ❑Nevada ❑ South Dakota ❑Arkansas ❑ Kansas ❑New Hampshire ❑ Tennessee ❑ California ❑ Massachusetts ❑New Jersey ❑ Texas ❑ Colorado ❑ Michigan ❑New Mexico ❑ Utah i ❑ Connecticut ❑ Minnesota ❑New York ❑Vermont ❑ Delaware ❑ Mississippi ❑North Carolina ❑Virginia ❑ D.C. ❑ Missouri ❑North Dakota ❑ Washington ❑ Florida ❑ Kentucky ❑Ohio ❑ West Virginia ❑ Georgia ❑ Louisiana ❑Oklahoma ❑ Wisconsin ❑ Hawaii ❑ Maine ❑Oregon ❑ Wyoming ❑ Idaho ❑ Maryland ❑Pennsylvania. ❑All U.S.Territories and Outlying Areas (Selecting this box is equal to checking all boxes below) ❑American Somoa ❑Northern Marina Island ❑ Federated States of Micrones ❑Puerto Rico ❑ Guam ❑U.S.Virgin Islands ❑ Midway Islands *Dell is willing to discuss this agreement to US Territories and outlying areas: however,such an extension will be subject to international terms and conditions Page 233 ❑ All Canada Provinces and Territories (Selecting this box is equal to checking all boxes below) ❑ Alberta ❑ Prince Edward Island ❑ British Columbia ❑Quebec ❑ Manitoba ❑Saskatchewan ❑ New Brunswick ❑ Northwest Territories ❑ Newfoundland and Labrador ❑ Nunavut ❑ Nova Scotia ❑Yukon ❑ Ontario If awarded a Master Agreement,will your company extend the terms offered in your Proposal to public agencies in Canada? If no or maybe, please explain. ❑ Yes ■❑ Maybe ❑ No *Please refer to the last page of Tab 3 If awarded a Master Agreement,will your company extend the terms offered in your Proposal to private sector customers? Dell or its affiliates can extend its terms or related offerings under the NCPA contract private entities if they are private ❑ Yes ■❑ Maybe No education institutions or not for profit entities. Any decision regarding such extension shall be made by Dell and its affiliates in their sole discretion. Minority and Women Business Enterprise(MWBE)and (HUB) Participation It is the policy of some entities participating in NCPA to involve minority and women business enterprises (MWBE) and historically underutilized businesses (HUB) in the purchase of goods and services. Respondents shall indicate below whether or not they are an MWBE or HUB certified. ❑ Minority/Women Business Enterprise ❑ Historically Underutilized Business Respondent Certifies that this firm Respondent Certifies that this firm is a a Minority I Women Business Enterprise Historically Underutilized Business Small Business, MWBE and HUB Growth If Proposer is a Large, National or Multinational Organization/Corporation,what programs are in place that partners or supports the growth of small and MWEB and HUB business? If yes, please describe. ❑ N/A,we are a recognized small, MWEB or HUB organization ❑ No, we do not have any programs in place. ❑■ Yes,we have programs in place. Please see Appendix C for Dell's Supplier Diversity Program Page 234 Residency Responding Company's principal place of business is in the city of Round Rock State of Texas Felony Conviction Notice Please Check Applicable Box (If the 3�d box is checked, a detailed explanation of the names and convictions must be attached): ❑■ A publicly held corporation; therefore, this reporting requirement is not applicable. ❑ Is not owned or operated by anyone who has been convicted of a felony. ❑ Is owned or operated by the following individual(s)who has/have been convicted of a felony Distribution Channel Which best describes your company's position in the distribution channel: ❑■ Manufacturer Direct ❑ Certified education/government reseller ❑ Authorized Distributor ❑ Manufacturer marketing through reseller ❑ Value-added reseller ❑ Other: Processing Contact Information Contact Person Katherine Dunay Title Contracts Manager Company Dell Address One Dell Way City/State/Zip Round Rock, Texas 78682 Phone (512) 720-3222 Email katherine—dunay@dell.com Pricing Information In addition to the current typical unit pricing furnished herein, the Vendor agrees to offer all future product introductions at prices that are proportionate to Contract Pricing. If answer is no, attach a statement detailing how pricing for NCPA participants would be calculated for future product introductions. ❑■ Yes ❑ No Please see pricing notes on Tab 7 Page 235 Pricing submitted includes the required NCPA administrative fee. The NCPA fee is calculated based on the invoice price to the customer. ❑O Yes ❑ No Dell agrees to discuss and negotiate the terms of the Administration Agreement and the administration fee upon award. Cooperatives List any other cooperative or state contracts currently held or in the process of securing. Cooperative/State Agency Discount Expires Annual Sales Offered Volume Dell Technologies has been serving our State and Local Government and Education customers for over three decades. We have 100's of contracts and participate in many regional and national cooperative contracts both directly and through reseller partners. Detailed listing of our contracts can be found at: https://www.de I I.co m/en-us/dt/i nd ustry/state-local-govern ment/contracts/i ndex.htm In addition to State contracts,we also participate in larger consortium contract such as NASPO, MHEC, PEPPM, TX DIR, and more. *Dell and its affiliates(including, but not limited to, Dell Financial Services L.L.C.)each operate under a separate legal entity in Canada, and any extension of the NCPA terms to a Canadian province or territory would be contingent on that entity and NCPA accepting separate localized terms that maybe required by law, or Dell's and its affiliates business operations, including (but not limited to)recognition of the ability to transact through the appropriate Dell or Dell affiliate Canada entity, governing law clauses, reporting requirements, offering restrictions, and pricing. Notwithstanding the above, the foregoing does not constitute an offer or commitment in any way by Dell or its affiliates to extend any of its terms or related offerings under the NCPA contract to any Canadian province or territory. Any decision regarding such extension shall made by Dell and its affiliates in their sole discretion. Page 236 Tab 4 - Vendor Profile Please provide the following information about your company: • Company's official registered name. Dell Marketing L.P. • Brief history of your company, including the year it was established. Dell Response: Headquartered in Round Rock, Texas Dell was established in 1984 by Michael Dell at the University of Texas Dell was founded in 1984 by Michael Dell in his dorm room at the University of Texas. In 1988, Dell became publicly traded under the name Dell Computer Corporation. The Company was incorporated in the state of Delaware on January 31, 2013, under the name Denali Holding Inc. in connection with Dell's going-private transaction by Michael Dell and Silver Lake Partners, which was completed in October 2013. In 1979, Richard Egan and Roger Marino, university roommates, quit their jobs and founded EMC in Newton, Massachusetts. In September 2016, EMC Corporation became part of the Dell Technologies family of companies and was renamed Dell EMC. In December 2018, Dell Technologies Class C common stock(NYSE: DELL) began trading on the New York Stock Exchange. 1979 Richard Egan and Roger Marino-former university roommates-quit their jobs and founded EMC in Newton, Massachusetts,five years before Michael Dell's vision was materialized. At age 19, Michael Dell founded PC's Limited with$1,000 and a game-changing vision for how 1984 technology should be designed, manufactured and sold. As a pre-med freshman at the University of Texas at Austin, Michael starts Dell,then doing business as PC's Limited. Dell designs and builds their first computer system,the Turbo PC,featuring an Intel 8088 processor 1985 running at 8MHz,a 10MB hard drive and a 5.25"floppy drive. The company establishes customer experience as a Dell differentiator with risk-free returns and next-day, at-home product assistance,among the first in our industry. 1989 Dell joins the mobile computing revolution with its first laptop computer,the 316LT. 1992 Dell debuts on the Fortune 500. Michael becomes the youngest CEO to lead a company that receives this honor. The company takes sales online in 1996, setting the bar for ecommerce worldwide. Dell rapidly 1996 expands its global operations by opening the first Asia-Pacific Customer Centre in Penang, Malaysia. 1997 EMC's great global presence is materialized as they are named worldwide open storage market leader. Dell Marketing L.P. 22 D�GLLTechnologies Page 237 Internet sales on dell.com reach$40 million a day, making it one of the highest-volume ecommerce sites in the world. 2000 Recognizing early on the need and opportunity for mobility in IT, Dell incorporates built-in WiFi for on-the-go internet access for our customers. It's a year of firsts as Dell becomes the No. 1 computer systems provider worldwide and reaches 2001 No. 1 in U.S. Intel-based server shipments. Dell inks an agreement with storage leader EMC to enable more affordable enterprise-class storage area network solutions for customers of all sizes. Dell tops the list of"America's Most Admired Companies"in Fortune Magazine. 2005 Furthering our commitment to the environment, Dell OptiPlex desktop line of products features a lead-free motherboard, power supply and chassis. 2006 EMC opens a new software development centre in Shanghai—the company's first China-based research and development facility. Dell acquires key IP in storage,systems management, cloud computing and software: Boomi, Exanet, InSite One, KACE, Ocarina Networks, Scalent and Dell Compellent. Dell is the No. 1 healthcare information technology services provider in the world according to Gartner, Inc.and wins more than 300 industry awards in 2010. 2010 The company accelerates enterprise customers'move to the cloud with Dell Virtual Integrated Systems solutions, based on open architecture solutions that focus on interoperability and extending the legacy investments of our customers. Dell enters the tablet arena with the Streak,a 5-inch device designed to provide the best on-the-go entertainment,social connection and navigation experience. Newsweek names Dell the greenest company in America. Michael Dell and private equity firm Silver Lake Partners buy back Dell from public shareholders to 2013 accelerate its solutions strategy and to focus on the innovations and long-term investments with the most customer value. One year post-privatization, Dell is the fastest growing, large integrated IT company in the world with revenue growth across our businesses and PC and server share gains outpacing the market. Investments in our strategy continue with the acquisition of data analytics leader StatSoft and breakthrough enterprise innovations like our 13th generation of PowerEdge servers and FX Series 2014 converged infrastructure solutions. Dell is the global storage leader in total terabytes sold and sets the new industry standard for value with the SC4020 All Flash Array. Our corporate responsibility leadership garners global accolades with the Keep America Beautiful Vision for America Award,Accenture Circular Economy Pioneer Award, and a spot on Ethisphere Institute's list of the World's Most Ethical Companies. 2015 Customer satisfaction rates reach record highs as customers feel the effects of Dell's singular focus as a private company. 2016 The Dell journey and the EMC journey join to reach customers and their great ideas globally and to drive human progress.The newly combined Dell Technologies marks the completion of the biggest tech deal in history. 2021 Dell Technologies completed the spinoff of VMware forming two standalone public companies. Dell Marketing L.P. 23 D�GLLTechnologieS Page 238 • Company's Dun&Bradstreet(D&B)number. Dell Marketing L.P. D&B#: 87-793-6518 • Company's organizational chart of those individuals that would be involved in the contract. Dell Response: By working with Dell Technologies, you can be assured NCPA and customer agencies will have access to the highest quality talent and support from experts who specialize in the public sector and education markets. Contract Program Managers: Experienced Contract Program Managers (CPM)are assigned to large contracts to ensure contract compliance and reporting activities. CPM will also aid in marketing the contract to our SLED account team members leading to increased adoption within the State. Katherine Dunay,who currently serves as the CPM for NCPA will continue to serve as the main Point of Contact. WA ME MT ND VT OR A NJ NE VVY PA CT NV UT IL IN WV VA MD CA KS Mo KY DC TN e AZ AR MS AL GA LA Katherine DuneyFL Karheon�.Du na gQDeIL cam 512-7203222 NCPA 8 Texas�fR Manager Contract Management and Compliance- Manage the Contract and relationships with State Procurement Officers to ensure compliance with all state requirements. Design, manage, and maintain contractually required internal websites for contracts. Partner Management - Manage contracts for partner companies, including partner agreements, amendments, and compliance requirements and reports. Audit- Conduct contract audits to ensure that all data has been reported accurately and can be supported internally through a verifiable audit trail. Conduct audits of customer sales for issues regarding rebates, returns, and contract pricing. Sales Training & Consultation - Create and conduct custom presentations for training purposes given to sales partners, sales teams, and other internal departments. Consult with Dell Marketing L.P. 24 D4LTechnologieS Page 239 customers and sales on the most appropriate contract options based on scope, pricing, contract terms and language. Operations-Analyze business processes and implement changes to enable better customer service to our end customers. Created an automated process in Access to generate custom contract price lists based on contractual requirements. • Corporate office location. o List the number of sales and services offices for states being bid in solicitation. o List the names of key contacts at each with title, address, phone and e-mail address. Dell Response: Dell has 46 offices in the US. Key contacts servicing each customer agency can be provided by the Contract Program Manager, upon request. At the heart of our customer service capabilities are our Customer Service Centers, giving you instant access to experts skilled in the latest technologies. Support and Operations Centers are located throughout the world in locations including the following primary centers: Boston Area in Massachusetts; Seattle,Washington, Bay Area in California; Draper Utah; Research Triangle Park NC, Burlington, Ontario; Barueri, Brazil; Cork, Ireland; Cairo, Egypt; Tokyo, Japan; Bangalore, India; Shanghai, China, and Sydney Australia. 1465 North 430 Cowper Street 5450 Great Scottsdale Road, Suite 200 America Parkway Suite 450 Palo Alto Santa Clara SkySong 5 California California Scottsdale 94301 95054 Arizona 85257 135 Technology 440 First Street, Drive NW 4 McKissic Creek Suites 100,150,200& Suite 820 Road 250 Washington DC Suite 6 Irvine District of Bentonville California Columbia Arkansas 92618 20001 72712 14591 S.W. 120th 10010 Junction 777 Virginia Road Street Drive Concord Miami Annapolis Junction Massachusetts Florida Maryland 01742 33186 20701 50 Constitution 55 Constitution 109 Constitution Boulevard Boulevard Boulevard Franklin Franklin Franklin Massachusetts Massachusetts Massachusetts 02038 02038 02038 Dell Marketing L.P. 25 D,24 LTechnologieS Page 240 111 Constitution 01748 Boulevard 171 South Street Franklin Industrial 108 South Street Hopkinton Park Hopkinton Massachusetts Franklin Massachusetts 01748 Massachusetts 01748 02038 176 South Street 117 South Street Hopkinton 42 South Street Hopkinton Massachusetts Hopkinton Massachusetts 01748 Massachusetts 01748 228 A/B South Street Oklahoma City Hopkinton 5800 Technology Oklahoma Massachusetts Drive 73108 01748 Apex North Carolina 1 Dell Parkway 228 C South Street 27539 Nashville Hopkinton Tennessee Massachusetts 4121 Surles Court 37217 01748 Durham North Carolina 1225 Alma Road 7615 Smetana 27703 Suite 160 Lane Richardson Eden Prairie 62 TW Alexander Texas Minnesota Drive 75081 55344-3712 Research Triangle Park 200 Dell Way 7625 Smetana North Carolina (RR5) Lane 27709 Round Rock Eden Prairie Texas Minnesota 3501 SW 15th 78682 55344 Street, Bldg A Oklahoma City 12500 Tech Ridge 1 Penn Plaza Oklahoma Boulevard, Bldg Suite 2920 73108 PS4 New York City Austin New York 3501 SW 15th Texas 10119 Street, Bldg B 78753 1404 Park Center 701 E. Parmer 701 E. Parmer Dr. Lane, Bldg PS3 Lane, Bldg PS2 Austin Austin Austin Texas Texas Texas 78754 78753 78753 4309 Emma 701 E. Parmer 9715 Burnet Road Browning Avenue Lane, Bldg PS313 Metric-7, Suite Austin Austin 300 Texas Texas Austin 78719 78753 Texas 78758 Dell Marketing L.P. 26 D�GLLTechnologies Page 241 5822 Cromo Drive 2300 Greenlawn El Paso Boulevard (RR3) 2401 Greenlawn Texas Round Rock Boulevard (RR8) 79912 Texas Round Rock 78682 Texas 2300 Greenlawn 78682 Boulevard (RR3E) 2401 Greenlawn Round Rock Boulevard (RR7) 401 Dell Way(RR1) Texas Round Rock Round Rock 78682 Texas Texas 78682 78682 501 Dell Way 501 Dell Way 501 Dell Way (RR2) (RR2W) (RR2E) Round Rock Round Rock Round Rock Texas Texas Texas 78682 78682 78682 9830 Colonnade 13197 South 8444 Westpark Boulevard Frontrunner Drive Suite 380 Boulevard Floors 1, 3, 7, 8& San Antonio Draper 9 Texas Utah Mclean 78230 84020 Virginia 22102 505 First Avenue South 4th Floor Seattle Washington 98104 • Define your standard terms of payment. Dell Response: Customer must pay Supplier's invoices in full and in the same currency as Supplier's quote within the time noted on Supplier's invoice, or if not noted, then within 30 days after the date of the invoice, with interest accruing after the due date at the lesser of 1.5% per month or the highest lawful rate. Supplier may invoice parts of an Order separately or together in one invoice. All invoice terms will be deemed accurate unless Customer advises Supplier in writing of a material error within 10 days following receipt. If Customer advises Supplier of a material error, (a)any amounts corrected by Supplier in writing must be paid within 14 days of correction, and (b)all other amounts shall be paid by Customer by the due date. If Customer withholds payment because Customer believes an invoiced amount is incorrect, and Supplier concludes that the amount is accurate, Customer must pay interest on the unpaid disputed amount from the due date until Supplier's receipt of payment. Customer may not offset, defer or deduct any invoiced amounts that Supplier determines are correct following the notification process stated above. Supplier, without waiving any other rights or remedies and without liability to Customer, may suspend Services until all overdue amounts are paid in full. • Who is your competition in the marketplace? Dell Marketing L.P. 27 D�GLLTechnologieS Page 242 Dell Response: Dell Technologies offers one of the broadest portfolios of IT Solutions and Services. Our competition differs depending on the product or service being offered. The technology market is increasingly competitive, but we don't see one single company or set of companies as our key competitors. Our business is diverse and strong, and we see ourselves in a truly differentiated position in the eyes of our customers. There really is not another company like Dell Technologies out there that can address so many customers needs today and in the future. • Provide Annual Sales for last 3 years broken out into the following categories: o Cities/Counties o K-12 o Higher Education o Other government agencies or nonprofit organizations Dell Response: Dell Technologies FY22 Revenue was$101.213. Our SLED business is roughly 10% of the revenue encompassing thousands of customers across the US and Canada and we do over $1 B in each vertical. More details about our financials can be found at: https://investors.delltechnologies.com/ • Provide the revenue that your organization anticipates each year for the first three (3)years of this agreement. $ in year one $ in year two $ in year three Dell Response: We are unable to estimate anticipated future revenue. Our historical revenue from the NCPA contract is approximately$150M per year. • What differentiates your company from competitors? To find information on how Dell products and solutions compare against competition across a broad mix of head-to-head product comparisons,third party competitive research, compelling blogs and customer stories to make an informed purchase decision,visit the link below. https://www.dell.com/en-us/dt/what-we-do/competitor-comparisons.htm • Describe how your company will market this contract if awarded. Dell Response: Dell Technologies has successfully partnered with NCPA to help its members agencies meet their technology needs. In continuing with this tradition, Dell Technologies will provide a multi-channel plan to market and promote the NCPA Contract. Dell Marketing L.P. 28 D�GLLTechnologieS Page 243 Supportive of our marketing strategies and communication for the NCPA Contract will be our SLED Strategists who are former government employees or educators. Our Strategy team members are well versed in Technology Solutions for Government and Education, and act as advisors, guides, and champions for the NCPA affiliated State and Local Government and Education Institutions. Our marketing approach will focus on contract education to ensure optimal utilization by Dell Sales Teams. Dell Technologies Marketing & Communication Plan for the NCPA Contract Internal Marketing/Sales Enablement • Dell Technologies SLED Strategists will conduct presentations to all Dell Sales Teams supporting Education and State& Local Government. • SLED Strategy Team and Contracts Program Management Office hold monthly calls with our Education and Public Sales Teams—this will provide both an initial and on-going contract update forum. • Dell Technologies will develop a NCPA Contract Release/Marketing document which outlines the scope of the contract, usage eligibility and contract ordering specifics for Dell Technology Teams. • Dell Technologies will develop an internal web-based resource to provide details on the NCPA Contract for use by Dell Sales Teams. • Dell Technologies will add the NCPA contract to the list of nationally available contracts within the public sector and present it during the monthly sales training on contracts. • Dell Technologies, based on NCPA approval,will cascade all training and messaging to our Dell Sales Teams working with Education and Public Sector customers. External Marketing/Sales Enablement • Dell Technologies Public Sector Account Teams will promote the NCPA contract with their customers within the NCPA region with awareness flyers that show the value of the NCPA contract over list price. • Dell Technologies will develop, host and maintain a public-facing website with information on NCPA contract use, pricing, sales contacts, and reseller contacts. • Dell Technologies, based on NCPA approval,will work with the Value-Added Reseller community to expand the contract for their use in supporting NCPA members. This will be an extension of our current practice with the Dell NCPA Contract. • Dell Technologies will work with NCPA to develop Contract Communication Strategies tied to Regional SLED Events.An example would be contract marketing material for use at the"TECH Talk Live"event in Pennsylvania. • Describe how you intend to introduce NCPA to your company. Dell Response: Dell has been on the NCPA contract for over a decade and our contract support teams and sales teams are very familiar with NCPA. Dell Marketing L.P. 29 D�GLLTechnologies Page 244 Contract Program Managers (CPM), Regional Account Managers and SLED Strategists are well versed in our SLED contracts. When a customer wants to make a purchase, these team members work with the Account Executive to identify the appropriate contract vehicle to enable the sale. o Regional Account Management: Our regional account teams consists of general, technical, and specialty sales team members, and Dell Financial Services that will serve as the main point of contact for pre-sales design/pricing and post-sale account management activities. o State, Local and Education (SLED) Strategists: Our strategists are industry veterans who have extensive experience working in universities/public agencies and have led transformation projects. They will serve as advisors to assist customers with their transformation journey. • Describe your firm's capabilities and functionality of your on-line catalog/ordering website. Dell Response: Dell Premier offers a suite of complementary tools designed to simplify and expand access to IT purchasing, discover insights for better asset management, and give you autonomy and control of the procurement process. To learn more about Premier, visit: https://www.dell.com/en-us/dt/premier-solutions/index.htm Using Dell Premier, you can: • Shop a complete line of fully customizable business-class products, software& accessories. • Set company-wide standards for product configurations, custom services and shipping options and purchase at your organization's negotiated rate. • Prepare and save system configurations as an eQuote for repeat or future purchase at a later date. • Retrieve and purchase sales-created quotes • Purchase parts and upgrades for your existing hardware • Retrieve detailed invoice, open order and purchase history reports or build your own report. • Manage what users can see and do with defined access groups and user roles. • Access your personalized Account page to manage your day-to-day account needs, like your address book, user access levels, reporting, and more. Orders that are placed via Dell Premier write frictionless to Dell's order management system,which means our customers typically receive their orders quicker and with less errors. • You can also use the Dell Premier local online or global platform to integrate into your existing ERP or ITSM system. A complete description can be found in Appendix D- Dell Premier for IT Procurement Overview Dell Marketing L.P. 30 D�GLLTechnologieS Page 245 • Describe your company's Customer Service Department(hours of operation, number of service centers, etc.) Dell Response: Dell Technologies offers services in over 170 locations globally, including a direct service presence in more than 83 locations. Our technical support team is comprised of more than 7,500 technical support representatives and is backed by over 37,000 Dell Technologies services professionals. At the heart of our customer service capabilities are our Customer Service Centers, giving you instant access to experts skilled in the latest technologies. Support and Operations Centers are located throughout the world in locations including the following primary centers: Boston Area in Massachusetts; Seattle, Washington, Bay Area in California; Draper Utah; Research Triangle Park NC, Burlington, Ontario; Barueri, Brazil; Cork, Ireland; Cairo, Egypt; Tokyo, Japan; Bangalore, India; Shanghai, China, and Sydney Australia. Collaboration is also important, and our 12 Centers of Excellence and Joint Solutions Centers deliver in-house collaboration and industry-leading levels of support, leveraging Dell Technologies' alliances with leading application providers such as Oracle and Microsoft. Beyond this,we have deep partnerships with industry leaders and many cooperative support agreements to accelerate time to resolution for joint customers. Customer Service boasts customer satisfaction ratings among the highest in the industry and has been widely recognized for leading the industry in established best practices, including best use of measurements and metrics. Dell Technologies has received over 40 Technology Services Industry Association (TSIA)Star Awards—and is a five-time recipient of the TSIA Hall of Fame Award—an accomplishment achieved by only one other company. Support center coverage is 24/7 worldwide with support coverage delivered according to the customer's selected coverage. If onsite service is needed,the covering support center contacts the local field service representative (24x7 for high-availability contracts),which handles the case according to our formal escalation policy. For more information visit us on the Dell Technologies website: https://www.delitechnologies.com/en-us/services/support-services/i ndex.htm Service is provided to customers based on their warranty and maintenance contract terms and their selected support maintenance option. Contact Customer Service: U.S.: 1-800-782-4362 Canada: 1-800-543-4782 Local dial numbers outside of U.S. and Canada can be found here: Dell Customer Support Centers Phone list Hours of Operation: 7 x 24 x 365 For more information visit: Dell Technologies Contact Us Dell Marketing L.P. 31 D�GLLTechnologieS Page 246 Customers in the USA can access Customer Support from Dell.com (http://www.dell.com/support/home/us/en/l 9?c=&I=&s=) Dell.com/support is an online support site with a number of tools that can be utilized by Dell customers. The content and site language is customized by country/region. You can select and default your home country or region at the bottom of the main page. Examples of the site functions are below. Some of these modules are not available in all countries. • Product Support • Software Licenses • Warranty&Contracts • Order Support • Support Videos • Online Customer Care • Dell Download Center and Drivers • Service Request • Comprehensive records for inventory management • Green Initiatives(if applicable) As our business grows,we want to make sure we minimize our impact on the Earth's climate.We are taking every step we can to implement innovative and responsible environmental practices throughout NCPA to reduce our carbon footprint, reduce waste, energy conservation,ensure efficient computing and much more. To that effort we ask respondents to provide their companies environmental policy and/or green initiative. Dell Response: Our 2030 Moonshot Goal for Social Impact focuses on four key areas with Advancing Sustainability being one of them - By 2030, for every product a customer buys, we will reuse or recycle an equivalent product. 100% of our packaging will be made from recycled or renewable material. More than half of our product content will be made from recycled or renewable material. Tech Refresh and Recycle is one of the many ways in which we are striving to achieve our sustainability goals. Dell Marketing L.P. 32 D�GLLTechnologieS Page 247 r------Data migration and data sanitization -------2,100PB+of Responsible recycling in compliance with Dell Technologies provides the services are available for both Dell Dell's Electronic Disposition Policy, opportunity for our storage,date Technologies and competitive gear.---------' competitive gear executed through our Electronic protection and Cl/HCI customers to reused and/or recycled annually Disposition Partner(EDP)Performance responsibly and SUStainably recycle 100%recycled R 18%of this is reuse Standard to: their aging Dell Technologies or C�82%is recycling Apply Globally Consistent Supplier competitive systems. packaging g PP pp material _ Standards(ISO 9001,1,1001 and 16001/45001) 95%of customer Request for Proposals $530 M+of Comply with Laws and Regulations (RFPs)identified social impact criteria. _ Dell Tech gear Prevent Pollution �\ reused or recycled Minimize Waste ------------------ e �1'`J1\) annually Proof ....................... Dell Technologies Future- Program helps rI- customers optimize the IT Iifecycle through aILn series of guarantees,offers and assurances. --Near zero �r landfill V?�f 3+mill assets managed by the Dell Tech performance 30%of Dell Tech Refresh&Recycle Program incertivize - customersandsalestosustainablyrefreshgear. rare magnets returned gear is put rare magnets toward manufacturing refurbishment,which is Dell Technologies has set a 2030 social impact moonshot goalnot only advancing } goal to reuse or recycle an equivalent product for every product sold.Learn more about Dell Technologies recycling scorecard sustainability but also 1 advancing sustainability commitment here.Contact your Plastics 52,000+pounds controlling costs passed Tech Refresh&Recycle Dell Technologies representative to discuss your tech Metal 2.2+M pounds refresh opportunities today. to customers. Gold 16+pounds Dell Asset Resale & Recycling Services We help our customers resell, recycle, or return your excess computer equipment in a secure and environmentally conscious manner that complies with local regulatory guidelines.We meet or exceed all international standards such as the Basel Convention, EU WEEE directives and US environmental and data disposal laws(RCRA, CERCLA, SARA, HIPAA, GLB and CISL).To protect your company's assets and reputation in this area, we help ensure that sensitive information does not fall into the wrong hands while also promoting environmental stewardship. • Environmental stewardship: Systems with no value are recycled in adherence with local regulatory guidelines such as the EPA and WEEE legislation and waste regulations. • Brand protection: We can help you avoid the negative publicity that comes from a disposal process that goes wrong. • Retire multi-vendor assets: Our services can be applied to all IT assets regardless of brand. Asset Recycling We encourage our customers to recycle their end-of-life assets. Dell will handle the logistics of properly disposing the excess equipment in an environmentally sensitive way. During the recycling process, IT components are broken down into primary parts with materials separated into groups of ferrous metals, precious metals, and plastics. Once divided,these materials are then sent to specific partners who specialize in the disposal of each unique material. Asset Resale We pick up our customers systems at designated location, ship them to our facilities, sanitize the device in alignment with NIST SP 800-88 standard, and audit the equipment to determine the value. We can also help with reselling it to a third party. Equipment that has no residual value is recycled. - Onsite data sanitization option: Provides an extra level of security because we sanitize the device in a secure environment at our customers site before it leaves your offices. Dell Marketing L.P. 33 CIP!2ALTechnoIogies Page 248 For customers who require nonstandard service or integrated deployments, Dell can provide flexible services, including custom Asset Resale and Recycling services. Asset Records Management We provide a detailed status report on the data sanitization and outcome of each retired system. We also can provide a Confirmation of Disposal to verify that the sanitization was successful or that the drive was shredded to prevent data recovery in the case of a non-functioning drive and that all recycling met or exceeded all local regulatory guidelines. In addition,for all equipment disposals, we provide a settlement report which lists the resell value of each piece of resold hardware and documents any other disposed equipment. Dell Reconnect 0 4 ED � Et 0 00 Y,d Computers "•",II 'rinters Scanners Hard drives Keyboards Mice Speakers Cables Dell reconnect is a program that has partnered with Goodwill to keep electronics off landfills. Donate unwanted technology to Dell Reconnect and help protect the environment while supporting Goodwill mission of putting people to work. This includes chargers and cords. • Anti-Discrimination Policy(if applicable) o Describe your organizations'anti-discrimination policy. Dell Response: Diversity, inclusiveness and respect for all Dell employees form the basis of Dell's Winning Culture and are essential to Dell's success. Dell values each individual's distinct contribution and leverages our collective strengths to ensure that Dell remains the technology solutions company of choice for customers around the world. Please see Appendix B for Dell's Diversity and Equal Employment Opportunity Policy • Vendor Certifications(if applicable) o Provide a copy of all current licenses, registrations and certifications issued by federal, state and local agencies, and any other licenses, registrations or certifications from any other governmental entity with jurisdiction, allowing respondent to perform the covered services including, but not limited to, licenses, registrations, or certifications. Certifications can include M/WBE, HUB, and manufacturer certifications for sales and service Dell Response: Dell is registered in the State of Texas through the Secretary of State office registration #6260510 Please See Appendix G for requested documents. Dell Marketing L.P. 34 D�GLLTeehnologieS Page 249 Tab 5 - Products and Services / Scope Respondent shall perform and provide these products and/or services under the terms of this agreement. The supplier shall assist the end user with making a determination of their individual needs. Warranty Proposal should address the following warranty information: • Applicable warranty and/or guarantees of equipment and installations including any conditions and response time for repair and/or replacement of any components during the warranty period. • Availability of replacement parts • Life expectancy of equipment under normal use • Detailed information as to proposed return policy on all equipment Dell Response Please see Appendix E for Dell's Limited Hardware Warranty,and Appendix F for Dell's Return Policy. These can also be reviewed at the following links. Dell Limited Hardware Warranty Dell US Return Policy Products • Vendor shall provide equipment, materials and products that are new unless otherwise specified, of good quality and free of defects Dell Response Dell confirms that initial purchases will be new products. Dell uses new and refurbished parts made by various manufacturers in performing warranty repairs and in building replacement parts and products. Refurbished parts and products are parts or products that have been returned to Dell, some of which were never used by a customer.All parts and products are inspected and tested for quality. Replacement parts and products are covered for the remaining period of the limited hardware warranty for the product you purchased. Dell owns all parts removed from repaired products and, in most instances, you will be required to return defective parts to Dell. Construction • Vendor shall perform services in a good and workmanlike manner and in accordance with industry standards for the service provided. The following is a list of suggested (but not limited to)Technology Solutions, Products and Services categories. List all categories along with manufacturer that you are responding with: Products • Laptops/Notebooks/2-in-1s • Tablets • Desktop Computers • Workstations—Fixed and Mobile • Gaming Devices • Chromebooks—Education and Enterprise Dell Marketing L.P. 35 D�GLLTechnologieS Page 250 • Servers • High Performance Computing • Data Storage/Drives • Converged Infrastructure • Hyper Converged Infrastructure • Cloud Products • Software • Security Solutions • Data Protection HW/SW • Networking • Internet of Things(IOT) • Sensors&Edge Devices • Printers&Accessories • Digital Imaging—Cameras/Scanner • Keyboard/Mice/Input Devices • Memory/System Components • Displays/Large Format Displays/Interactive Flat Panels • Spare Parts • Accessories/Cables • Battery Back-up/Power/Surge Protectors • Sound/Multimedia • Telecommunications Products • Video—Monitors/Cards/Projector • Interactive Whiteboards • Commercial-Off-the-Shelf(COTS)Software • Software-as-a-Service (SaaS) • Infrastructure-as-a-service (laaS) • Platform-as-a-Service (PaaS) • Software Licensing and Maintenance Agreements • Subscription Based Software Licenses • Software Related Services Dell Marketing L.P. 36 D�GLLTechnologies Page 251 Dell Response Dell is responding to this RFP with Dell OEM products. We offer a wide portfolio of products that includes: g CQ 0 4 o Co Laptops Desktops Workstations Monitors Servers&Storage Accessories Our Industry Specific Solutions can be found at: • State and Local Government- https://www.dell.com/en-us/dt/industry/state-local- government/index.htm • Higher Education -https://www.dell.com/en-us/dt/industry/higher-education/index.htm • K-12 Schools- https://www.dell:com/en-us/dt/industry/education/index.htm#cobrand=intel End User Computing and Peripherals Desktop, Workstation Hardware Standard Business Class Desktop, Workstation configuration We recommend our OptiPlex 5000 and 7000 series Desktops. OptiPlex are the world's most intelligent PC's with built-in artificial intelligence. OptiPlex 5000 and 7000 series desktops learn and adapt to how you work with the intelligence of Dell Optimizer Express Response,which optimizes the performance of the user's top 5 apps so they can work at their full potential and increase productivity. Specialty Class Desktop, Workstation configuration We recommend our Precision 5000 and 7000 series Tower, Small Form Factor and Micro Form Factor PCs. Precision offers best in class Innovative Design, Intelligent Performance, Mission Critical Reliability and Immersive Productivity. Laptop Hardware Standard Mobile Laptop configuration: We recommend our 3000 and 5000 series Latitude laptops for a Standard Mobile Laptop experience. Latitude offers industry-leading Innovative Design, Intelligent Collaboration &Connectivity and Sustainability features. Latitude laptops come in 13", 14"and 15"form factors. Ultrabook Laptop configuration: We recommend our 7000 or 9000 series Latitude laptops for a Ultrabook Laptop experience. Latitude products are smaller and lighter than ever with narrow border screens featuring ComfortView Plus, a built- in solution that reduces harmful blue light while delivering excellent color. Ruggedized Laptop configuration: Dell's Latitude Rugged portfolio of devices offers best-in-class durability, reliability, and field productivity, with both tablet and clamshell models to choose from. Latitude Rugged systems keep you in control of your technology with the same industry-leading security, manageability, and reliability as the rest of the Dell Latitude portfolio. Dell Latitude Rugged systems are also FirstNet ReadyTM with Band 14. Mobile Workstation (Additional Offering): We recommend Dell Precision mobile workstations as they deliver versatile designs, intelligent Dell Marketing L.P. D LTechnoIogies Page 252 performance, and mission critical reliability to conquer the industry's most demanding applications. From award-winning filmmakers and animators to state-of-the-art architects and engineers our expansive professional portfolio enables you to customize the workstation and optimize them for your creative expertise. Gaming PC Hardware: We recommend our Alienware and G-Series laptops and our recommendations for desktops would be the Aurora line (R12, R13, R14)and for laptops would be the M15/M17 (R5, R6)or the X15/X17 (R1). Alienware is the gold-standard when considering gaming devices. Unmatched power and design with leading-edge materials and exceptional engineering, every Alienware device is built to reject limits. Tablet Devices: We recommend our Latitude 5320 20 and 7320 Detachable devices. Latitude 13"devices offer the perfect balance of performance, scalability and sustainability.The 7320 is the world's most powerful, secure, and serviceable detachable and is also the most intelligent,featuring ExpressSign-in. Enterprise Chromebooks - Latitude/ Enterprise Enterprise Chromebooks are designed for durability, and some models are with a high standard of passing 17 MIL-STD 810G tests. Offering comprehensive serviceability and easy-to-upgrade RAM, storage, battery and processors so you can easily customize for your business needs. Education Chromebooks—Student Laptops The student version of Chromebooks is economically viable while being built to be student tough— rigorously tested beyond Mil-Std, tested to survive 5000 free fall micro-drops,while rubberized edges minimize the impact. Kid-proof keyboard and protected ports save the devices from accidental spills. Peripherals and Accessories Dell products are purposely built to work with multiple platforms. Our wide assortment of accessories ensure that the user fully gets to utilize our products. Electronics & Accessories IF Monitors Docking Stations (] Software&Downloads r)) Audio ... Networking Tablets Gaming Electronics N Laptop Bags&Cases iM Cameras,Photo&Video PC Accessories 39 Printers,ink&Toner ® Keyboards&Mice In addition to Dell branded accessories, we also partner with industry-leading manufacturers to bring you a large assortment of world-class products. These manufacturers include top brands in each accessory category providing a wide assortment from premium to economic choices to suit our customer's budget. Dell Marketing L.P. 38 D�GLLTechnologieS Page 253 .00e Jahra JBL Logitech MK520 Wireless Alienware RGB Gaming Targus Drifter 11 Laptop A�'71 40P or Logitech Zone Wireless Lexmark C3224dw Color Epson EcoTank FTMI170 VisionTek VT1000 Dual Display Our comprehensive accessories are listed in the table below, please note that products may be added or removed from this list: Docks Memory Conference Room Solutions Laptop Bags Storage Large Format Monitors Power/UPS Graphic Cards Televisions Displays and Monitors Networking Mounts and stands Keyboard, Mice and Stylus Drones Charging Carts and Lockers Cameras AR/VR Healthcare Carts/Mounts Printers Gaming Furniture Privacy Filters and Screen Locks Ergonomics Protectors Audio Accessories Cables Home Automation Dell Marketing L.P. 39 D�GLLTechnologies Page 254 L Additional accessories and options C. Cross strap 395-BBF D. Shoulder strap 750-AAXB E. Spare battery charger 451-BCDF' F. Vehicle dock DS-ELL-601 G. Keyboard cover and kickstand 580-AGLS - 'Some options may not be available in all regions Not pictured 9 2'�✓ e Our deep understanding of our customers working environments has helped us select and offer the best accessories for each use case.Our SLED Account Teams are experts in our customer working environment and our offerings that suit them best. Using feedback from our customers,we have worked with third parties to create custom accessories that will deliver the best integration with our products—the image above shows accessories that are designed for our Rugged product lines. These accessories are designed and tested to work in harsh environments. The benefits of buying from Dell all your 3rd party add-on products are that Dell will provide or facilitate the warranty service and maintenance for all the products on the Master Agreement either directly or pass- through from the third-party manufacturer. This makes it a one stop shop for all your purchase, warranty and sales tracking needs. Infrastructure Solutions Dell leverages a modern approach that helps our customers get more value from centralized IT solutions, data lakes, predictive analytics and digital integration. Dell's capability to provide End to End solutions help institutions reduce complexity and cost. Dell transforms higher education IT environments: Data Storage, Management and Protection - Dell Technologies can streamline data management through customized enterprise content and records management, risk and compliance management, Dell Marketing L.P. 40 DLTechnologieS Page 255 and data protection. We also can provide digital storage designed to satisfy workload and institutional needs for efficiency, performance and scalability. • Modern Data Center- Dell Technologies offers automated hyper-converged platforms to modernize higher education data centers and deliver an IT-as-a-service model. This way, institutions can provide primary IT functions to users, partners and the community as a self-service catalog, even in combination with public-cloud and managed services. • Digital Campus (IoT)- Higher education can bridge information islands using Internet of Things (IoT) technologies from Dell Technologies. Our IoT experts work with universities on widely diverse projects. We also offer storage for IoT data and advanced data analytics to gain actionable insights from it. Transform your High-Performance Computing - From small institutions to some of the world's largest, researchers are pushing their discovery horizons with Dell Technologies high-performance computing (HPC)solutions. Dell Marketing L.P. 41 D�GLLTechnologieS Page 256 Dell Partner Software Solutions Dell Partner Software has been serving customers,including educational entities,since 1984,the year when Dell was founded. We make it easy to source traditional and cloud-based software licensing offerings through expertise, reach and influence. Dell Partner Software provides solutions for: • Software Licensing and Maintenance Agreements • Subscription Based Software Licenses • Software Related Services Dell's extensive experience working with software publishers and our customers enables us to efficiently navigate the complexities and processes of software licensing and help advocate for our customers.Within Dell Software, we have an entire organization dedicated to state and local government and educational accounts. This organization is staffed with capable, experienced, industry-savvy, and customer service- oriented people who understand that state and local customers have unique needs when it comes to budgeting, procurement and payment processes, dissemination of knowledge and information, and many other agency-specific items. .i r rr Our advantage... Certified Software experts Cloud capabilities _ P ' Integrated . . iv Solutions Broad portfolio Life-cycle management Dell Partner Software provides our customers with the industry's best customer experience along with a number of value-added services—all free of charge. Dell Partner Software also delivers value to our customers by making sure all members of our sales and customer service team receive ongoing training and earn industry certifications from the major manufacturers. Dell Partner Software is the highest-level partner with major manufacturers including Microsoft, Adobe, VMware, Ivanti, Red Hat, BMC, Citrix, McAfee, and more. In fact, we sit on the advisory boards of most IT giants. It is not uncommon for manufacturers designing a new Volume License Agreement to consult with Dell Partner Software. We offer a strong portfolio of software products and serve as a trusted advisor to our customers throughout the software procurement and implementation Iifecycle. We offer comprehensive software portfolio management, license management, and assistance to enable our customers to optimize spend through expert guidance. Dell Marketing L.P. 42 D�GLLTechnologieS Page 257 Commercial-Off-the-Shelf(COTS) Software Dell Partner Software is the highest-level partner with major manufacturers including Microsoft, Adobe, Amazon, VMware, Ivanti, Red Hat, BMC, Citrix, Trellix, and more. In fact, we sit on the advisory boards of most IT giants. It is not uncommon for manufacturers designing a new Volume License Agreement to consult with Dell Partner Software. We offer a strong portfolio of software products and serve as a trusted advisor to our customers throughout the software procurement and implementation Iifecycle. We offer comprehensive software portfolio management, license management, and assistance to enable our customers to optimize spend through expert guidance. Software-as-a-Service (SaaS) Dell Partner Software teams with some of the industry's leading providers of SaaS products to provide our customers with a plethora of products that fulfill their SaaS needs. Some examples include Microsoft (M365, D365, etc.), Adobe (Creative Cloud), Amazon Web Services, VMware, and Google (GCP, Workspace) as well as many others. Platform-as-a-Service (PaaS) Dell Partner Software is a leading provider of PaaS options for our customers, offering a wide variety of cloud-based solutions. These include Amazon Web Services, VMware, Google, and Red Hat. These solutions provide the platform for our customers to deploy, provision and run applications without needing to build out the underlying infrastructure. Software Licensing and Maintenance Agreements Our software specialists are highly trained in the nuances of software licensing and maintenance Agreements, providing our customers with a true trusted advisor to help navigate these complicated agreements. For example, all of our software specialists carry the Microsoft Certified Professional certification, and members of our team hold certifications with a host of other publishers. Not to mention that we have licensing specialists that are solely dedicated to our major publisher partners for a deeper understanding of those agreements. Subscription Based Software Licenses Dell Partner Software is a major reseller of subscription-based software licenses across the entire spectrum of the industry. Additionally, our software specialists are highly-trained to assist our customers to help determine the best licensing model that would most effectively meet their business needs, be it subscription, on-premise or a mixed model. Dell Marketing L.P. 43 D�GLLTechnologieS Page 258 Services • Deployment&Installation • Professional Services • Consulting Services • Security Services • Business Continuity/Business Resiliency • Disaster Recovery • VMware Professional Services • Microsoft Professional Services • AWS Product and Services • Application Services—End User • Application Services—Data Center • Residencies • Managed Services—End User • Managed Services—Data Center • Education&Training • Telecommunications • Product Configurations • Product Support • Warranty • Asset Lifecycle Management • Asset Recovery Dell Response: Technology Services Overview: Our services include a broad range of configurable IT and business services, including infrastructure technology, consulting and applications, and product-related implementation, deployment, and support services.We manage our services based on a customer engagement model,which groups our services with similar demand, economic, and delivery profiles into five categories of services: Consulting and Professional Services, Deployment and Lifecycle Services, Managed Services, Education Services, and Support Services. Within these categories, we offer a variety of discrete and customizable services to our customers as part of an overall solution. Without going into the extensive range of offerings—Dell Technologies has over 460 discrete service offerings and can customize the right solution for EVERY customer- let us share some examples on how Dell Services can help accelerate your transformation. While many customers have a defined IT and Transformation strategy, the underlying roadmap on how to get there is not always clear, resulting in limited executive sponsorship and a lack of alignment across various departments and areas of operations. Our Professional and Consulting Services can help by assessing your environment and building a transformation, implementation, management, and lifecycle support plan that achieves the desired outcomes aligned to the institutions vision and strategy. Additional specific details around our Workforce Consulting, Application Analysis and Modernization, Hybrid/Multi- Cloud, Cyber Security/Business Resiliency, Data Center Consolidation, and other services are provided here or in the"Value Added"section in this response. For IT the directive has changed from "do more with less"to"do more with less...faster"as time expectations of the technology world are compressing exponentially.This requires the deployment of new Dell Marketing L.P. 44 D�GLLTechnologieS Page 259 and more efficient infrastructures, modern collaboration, and communication tools, as well as the right end user devices. Our Deployment Services can help your organization embrace new technologies by accelerating deployment and adoption so you can execute digital strategies and drive toward the desired outcomes. The services include Configuration and Implementation Services, On-site and Remote site Deployment Services, Image Provisioning, and full Lifecycle Management Services, including sustainable asset recovery and recycling, and additional details around these services are available here and in the "Value Added"section in this response. Managed Services allows you to offload day to day IT operations by combining on-site and remote end-to- end management and operation of your infrastructure or client devices, allowing your resources to focus on more value-producing and strategic initiatives. These managed services include a full range of offerings, including on-and off-premises management of client and/or infrastructure, co-location management, security monitoring and a host of other managed services capabilities. Additional details are available here and in the"Value Added"section and the Addendum to this response. Many organizations recognize the competitive nature of finding and retaining a skilled IT workforce. Dell Technologies Services can augment your in-house skills with consultants and technology experts through Staff Augmentation and expert Residency services, enabling you to shift focus from day-to-day management to critical IT and business initiatives. This includes delivering Support Services that utilize our experts as well as Al, machine learning and deep learning to optimize performance while predicting, preventing and proactively resolving issues. Further detail is available in the Addendum section of this response. A full range of training and Education Services to help you upskill your teams by identifying knowledge and skills gaps and define a continuous learning strategy skills are up to date,for all of Dell Technologies' hardware platforms and all the most in-demand application, infrastructure, communications, application development and other environments. Dell Marketing L.P. 45 D�GLLTechnologies Page 260 Financial Services Offerings: • Infrastructure-as-a-Service (laaS) • Leasing for Public and Private/Commercial Entities with schedules included for: o Fair Market Value Lease o Purchase Option Lease o Tax Exempt Lease Purchase Lease o Flex Lease Purchase o PC-as-a-Service o Software Schedule • Deferred Payments(Direct and Indirect Financing) • Payment Agreements • Usage Agreements Responses: Dell Financial Services Dell Financial Services, L.L.C. (DFS) is a dedicated financial services entity focused on the financial and technology management needs of Dell's customers. Obtaining computer equipment is only the beginning. DFS provides a variety of payment solutions that allow our customers to acquire multi-vendor hardware, software and services. Our flexible payment solutions offer an end-to-end solution across Dell Technologies in addition to products from other manufacturers or vendors hardware, software and services. Over the past twenty-five years, DFS has originated over$90 billion in leases.Annually we fund over$8 billion in revenue, and we currently have$12.5 billion in managed assets. DFS operates in over 50 countries with 1500 employees around the globe. Our mission at DFS is to help Public Agencies using the NCPA get the technology they need today and expand acquisition opportunities within current budget allocations.You will find a wide range of flexible programs all aimed at making acquisition easy and affordable,whether you are on a regular rotation program, unsure of your long-term plans, or seeking an affordable method of financing equipment, software, and related services. Our portfolio of payment solutions can help you meet business challenges. DFS is committed to your success. MyDFS DFS strives to empower our customers to manage their business with DFS online globally. DFS is in the process of launching a new online portal which will bring a number of exciting capabilities to our customers and will continue to improve the DFS experience. A highlight of the new enhancements through 2022 will include, but not limited to: • Dashboard and portfolio visualization • Provides a consistent look and feel with other Dell platforms including single sign-on • Contract, asset and invoice data management and document retrieval. • Online Schedule Acceptance (OSA)—US-Commercial customers only • Standard and custom reporting capability • End of lease capabilities at both contract and asset level. • Customer administration feature to self-manage data and user capability access. • General support requests Dell Marketing L.P. 46 D�GLLTechnologieS Page 261 Minority Financing Through a strategic arrangement with Pharos Financial Services L.P. (PFS), DFS can help facilitate technology ownership and rotation programs to customers desiring a Minority Business Enterprise (MBE) or Historically Underutilized Business (HUB) lessor.Available in the United States only. These programs can benefit customers in a number of ways: • Demonstrate public policy support • May provide bidding advantages on government contracts • Cultivate greater customer loyalty The collaboration between PFS and DFS also offers a number of advantages: • Access to DFS financing program benefits including customized payment structures, electronic invoicing, asset reporting and a flexible end-of-lease process • Single-source contact for equipment and leasing needs • One-stop shopping for service • Speed to production and delivery • Easy equipment upgrades and enhancements Unlike a complete outsourcing solution, you remain in total control of key strategic decisions with PFS minority financing solutions. Response to Specific RFP Provisions Many of the terms and conditions presented in the RFP are applicable to straight procurement/purchase transactions and not to leasing and financing and other flexible payment solutions,which are made available directly through DFS or PFS in accordance with one or more of the separately negotiated DFS or PFS lease or finance agreements ("Lease(s)"). Since the current RFP does not contain any Lease terms and conditions, any eligible Public Agency under this RFP authorized to execute such Leases under applicable law must execute a separate Lease directly with DFS or PFS for the hardware, software, and/or services being procured under this RFP. Each Lease will separately establish a long-term (beyond net 30 days)financial relationship between DFS or PFS and each Public Agency procuring under the NCPA contract).Any Lease solutions will be subject to the terms and conditions of the corresponding DFS or PFS Lease. Each eligible Public Agency will be required to separately negotiate the terms and conditions of its Lease with DFS or PFS directly. To the extent of any conflict or inconsistency between the terms of the DFS or PFS Lease and the terms of this RFP, the terms and conditions of the DFS or PFS Lease will prevail. In addition, Dell may offer consumption-based models under its Dell APEX Flex on Demand Program ("FOY) as an alternative flexible payment solution under a separate Master Flexible Consumption Agreement ("MFCA"). Any FOD solution will be subject to the terms and conditions of the MFCA only, an example of which is attached hereto in Appendix H. Eligible customer shall negotiate the terms and conditions of such FOD solution directly with vendor or its designated affiliate or its authorized distributor/partner/reseller, including, but not limited to, the MFCA, any flexible consumption schedule ("Schedule"),and any other documentation that may be required for such transaction.The parties recognize that the MFCA and any Schedule executed by the parties hereunder are separate and independent agreements between the eligible customer and Dell or its designated affiliate or its authorized distributor/partner/reseller,with the terms thereof constituting the entire agreement for such transaction. To the extent of any conflict or inconsistency between the terms of the MFCA and the terms of the RFP, and Dell Marketing L.P. 47 D�GLLTechnologieS Page 262 conditions of the MFCA will prevail for such offerings. Samples of the MFCA, Schedules, and any other related documentation that may be applicable are attached in Appendix H. Flexible Payment Solutions Enabled by Dell Financial Services DFS' payment programs offer flexible end-of-term options designed to suit each entity's unique needs. Payment terms are generally from 24 through 60 months and are tailored to match the essential useful life of the equipment to the payment term. Payments can be billed monthly, quarterly, semi-annually or annual, in advance. PAY AS YOU U St- PAY AS YOU GO APEX Custom Offers Rotadon ownership APEX Flex on Demand Technology Rotation Technology ownership PCaaS. Software Installment Payments Pay as You Go Solutions These solutions are ideal for predictable and stable workloads but can be structured in different ways to accommodate different needs. Technology Rotation Lowest total cost of ownership with multiple structures to support different business cases Technology Rotation is a business strategy enabling organizations to maintain liquidity, take advantage of current-state technology, and contribute to the circular economy.When you choose a technology rotation strategy, you can structure payments to align to business needs. Whether you need payments to start small and grow as your business grows, you want to align payments with deployments, or you want to simplify billing and asset management,we can customize a solution that meets your exact needs. By utilizing Technology Rotation, organizations can accelerate and enhance digital transformation with a planned refresh of assets that can help overcome challenges throughout the technology lifecycle. Technology Ownership Complete, simplified structured solutions that can improve cash flow In some instances, it makes sense to own technology. In that case, our technology ownership solution provides a simple structure for you to spread costs over time rather than incurring upfront costs. Complete systems including hardware, software, and services can be purchased this way. PC as a Service- Lifecycle Management Dell PC as a Service (PCaaS)delivers a modernized employee experience with a single, predictable price per unit per month. PCaaS combines the latest hardware, software, lifecycle services and financing into one all-encompassing solution. PCaaS offers one-stop financing for PC hardware, software and services: • Financing that is seamlessly integrated into the PC lifecycle management process Dell Marketing L.P. 48 D�GLLTechnologieS Page 263 • Flexible financing options(flex up,down and mid-term upgrades for more than 300 units) • 36 and 48 month terms • Dedicated experts with technical knowledge and financial acumen Software Installments Lock in costs while beating budget constraints with publishers' pre-paid and multi-year maintenance discounts Our Software Installment payments allow you to pay for and access software in more flexible ways. Payments can be tailored to meet your needs including deferrals and can be set monthly or annually. These installments can be applied to software with or without the purchase of hardware and can also be applied to license agreements. (example TLA, ELA) Payment Flexibility Program Increase buying power through low rate promotions and payment deferral offerings Whether you are choosing a rotation or ownership strategy, we realize that flexibility is KEY. We have created a Payment Flexibility Program to ensure that you will be able to address budget constraints by taking advantage of low-rate promotions. When cash flow is limited, deferrals can help keep budgets on track and in uncertain business climates you might be hesitant to make a long-term commitment so we are offering shorter terms. DFS Master Usage Agreement and usage schedule can be utilized for structures: IT as a Service (ITaaS)and cloud related Services offering may include: Software-as-a-Service (SaaS), Infrastructure-as- a-Service (laaS), Platform-as-a-Service (PaaS), Storage-as-a-Service, Device as a Service or PCaaS. APEXFlex On Dernand DecreaseElastic capacity Metered usagr More savings Value-added service: Right-size capacity for Buffer capacity is wGrkloads that shrink measured and billed by committing to higher deployment and 5upport and grow over lime average or actual usage leveils for longer terms services in one agreement APEX Flex on Demand Customers are often looking for a solution that allows them to pay for only what they truly use. Flex on Demand offers elastic capacity and pay for use economics. Many customers looking to take advantage of public cloud economics and flexibility turn to Flex on Demand. With Flex on Demand you can take advantage of: Elastic Capacity Provision the right-sized amount of capacity for workloads that shrink and grow over time—committed capacity can be adjusted as needs evolve. Dell Marketing L.P. 49 D"GLLTechnologieS Page 264 Metered Usage Buffer capacity is measured at the technology level and is billed by average or actual usage preventing overspending for underutilized capacity. More Savings Determine the level of commitment right for your organization and drive lower usage charges by selecting higher levels of committed capacity and longer usage periods. Value Added Services Include asset recovery, deployment and support services in one agreement. Master Lease Program For large-scale acquisitions(in excess of$250,000 in financed equipment over the next 12 months)and/or the ability to upgrade PC-related equipment continually,with minimal additional paperwork, the Master Lease Program is the most efficient choice. Streamlined transactions -Accelerate the aoquisition of IT solutions with a financing process that is seamiessly integrated with Dell Technologies .� Simplified acquisitions -Acquire the technology you need from any vendor without renegotiating basic financing terms and conditions Electronic documentation - Contract within a modern financing infrastructure, where digital documents eliminate the need for hand copy signatures Self-service—Leverage DFS Online Services to accept lease schedules and view teased asset reports Online Ease of use -Finance the entire transaction by designating 'DFS Lease' on the purchase order End of Term The circular economy is aimed at eliminating waste and the continual use of resources. End of term options are focused on making the return part of the cycle easy and efficient. DFS recognizes that an ineffective end-of-term process can diminish the potential benefits of leasing. DFS understands that the elimination of obsolete systems promotes the continued mission of your business and the role of the technology department.Accordingly, your dedicated DFS sales team will work with you to provide the tools to help you make the right decisions at lease termination. Easy end-of-term process -6 month notice and options that include renewal, return and purchase of equipment, dependent on contract type. Auto renewal periods -Practical automatic renewal periods. It's your choice at the end of a lease whether to extend, return, or acquire the asset. Straightforward returns -A straight forward approach to returns.Acceptance of returned items whatever their condition and stops the lease charges. Environmental sustainability-Asset refurbishment processes go beyond minimum standards and are regularly reviewed to ensure that they remain as environmentally sustainable as possible. Dell Marketing L.P. 50 1160 L echnologieS Page 265 End-of-Term Administration -DFS feels that one of the keys to an efficient end-of-lease process is a clear customer understanding of the roles and responsibilities of the end-of-lease process. DFS maintains resources specifically to assist you with management of leased equipment coming out of the leasing cycle. Fewer Damage Charge Categories -DFS offers a simple and easy returns process with only a limited number of missing,wrong, and damaged categories. We do not bill MWD in excess of a system's Fair Market Value and all charges below assume at least 80%of the items are returned without other damages or missing items. Dell Marketing L.P. 51 D�GLLTechnologieS Page 266 Tab 6 - References Provide at least ten (10)customer references for products and/or services of similar scope dating within the past three(3)years. Please provide a range of references across all eligible government entity groups including K-12, higher education,city,county,or non-profit entities. All references should include the following information from the entity: • Entity Name • Contact Name and Title • City and State • Phone • Email • Years Serviced • Description of Services • Annual Volume NCPA also accepts Procurated review scores to evaluate relationships with their customers.Vendors without a current Procurated score will be rated based solely on the references provided and will not be penalized for lack of Procurated scoring.To find out your company's Procurated score please go to https://www.procurated.com. Dell Response: The table below shows the number of SLED(State/Local Government and Education)customers that do business with Dell within North America. -Wi -12,000 customers -10,000 customers -3,500 customers -3,000 customers -1,500 customers --1,000 customers Reference 1: High Performance Computing at University of Texas Entity Name Texas Advanced Computing Center(TACC) Contact Name and Title Dan Stanzione-Executive Director City and State Austin, TX Phone 512-471-2763 Email Dan.Stanzione@tacc.utexas.edu Years Serviced 21 Description of Services Enterprise&High-Performance Computing Dell Marketing L.P. 52 D�GLLTechnologies Page 267 Annual Volume Annual variance is$5M to $60M Reference 2: Current NCPA Contract User Entity Name Southern Westchester Board of Education Services (BOCES) Contact Name and Title Patrice Duane - Purchasing Director City and State Rye Brook, NY Phone 914-922-3334 Email pduane(c�lhric.org Years Serviced 3 years Description of Services End User Devices, Data Center Solutions, Microsoft SW Annual Volume Roughly$10M Entity Name Seminole State College of Florida Contact Name and Title Dr. Dick Hamann,Vice President, Information Technology and Resources/Chief Information Officer City and State Sanford, Florida Phone 407-708-2258 Email hamannd@seminolestate.edu Years Serviced 25 years Description of Services End User Devices, Servers, and Storage Annual Volume $1M Reference 4: NCPA Contract User Entity Name Rochester City School District Contact Name and Title Timothy F Schmandt-Director of Procurement Dell Marketing L.P. 53 D,24 LTechnologieS Page 268 City and State Rochester, Ny Phone 585-262-8538 Email timothy.schmandt@resdk12.org Years Serviced 30 Years Description of Services Client Hardware Annual Volume $1 M+ "Ince 5: NCPA Contract User Entity Name Erie 1 Board of Education Services(BOCES) Contact Name and Title Tim Kehoe-Purchasing Manager City and State West Seneca, NY Phone 716-821-7426 Email tkehoe@e1 b.org Years Serviced Over 7 Years Description of Services Client Hardware, Servers, Storage Annual Volume $6.5M Reference 6: NCPA Contract User Entity Name Monroe One Board of Education Services (BOCES) Contact Name and Title Dan Fullerton-Asst. RIC Director City and State Rochester, NY Phone 585-383-2281 Email daniel_fullerton@boces.monroe.edu Years Serviced 4 Description of Services Client Hardware, Server, Storage Dell Marketing L.P. 54 D,24 LTechnologieS Page 269 Annual Volume $4.5M Reference 7: Dell Financial Services Entity Name Hazelwood School District Contact Name and Title David McCorkle- CIO City and State Florissant, MO Phone 314-953-5020 Email DaveMc@hazelwoodschools.org Years Serviced 13 years Description of Services DFS- Pharos Financial Services Master Lease Agreement, MBE/WBE Software/Hardware, Servers. Annual Volume >$2M TechnologiesReference 8: Dell Entity Name MD Anderson Cancer Center Contact Name and Title Emil Patel-CTO City and State Houston, TX Phone 713-792-7005 Email epatel@mdanderson.org Years Serviced 8 years Description of Services Infrastructure Enterprise, End User Client, Desktop, Infrastructure Residency Services, Client Resident Services, Data Center Deployment Services, Managed Deployment, Consulting Services, Application Services Annual Volume $33M Dell Marketing L.P. 55 D�GLLTechnologies Page 270 TechnologiesReference 9: Dell Entity Name Lufkin ISD Contact Name and Title Brad Stewart- CTO City and State Lufkin, TX Phone 936-630-4303 Email bstewart@lufkinisd.org Years Serviced 8 years Description of Services Infrastructure Residency Services, Client Resident Services, Data Center Deployment Services, Managed Deployment, Factory Services, Consulting Service Annual Volume $1.8 million Reference iTechnology Entity Name Texas A&M University Contact Name and Title Jon Griffey-Director City and State College Station, TX Phone 979-862-9200 Email griffey(j�Oamu.edu Years Serviced 10 years Description of Services Infrastructure Enterprise, EUC Client, Desktop, Infrastructure Residency Services, Data Center Deployment Services, Managed Deployment, Factory Services, Consulting Services, Annual Volume $15M TechnologyReference 11: Dell Entity Name The University of Texas Health Science Center at Houston Contact Name and Title Tony Murry- IT Infrastructure Director City and State Houston, TX Dell Marketing L.P. 56 D,24 LTechnologieS Page 271 Phone 713-486-4823 Email tony.f.murry@uth.tmc.edu Years Serviced 1 year Description of Services Infrastructure Enterprise, EUC Client, Desktop, Residency Services, Deployment Services Annual Volume $9M TechnologyReference 12: Dell Entity Name Phoenix Children's Hospital Contact Name and Title Tim Foss- Director of IT/IT Security City and State Phoenix, Arizona Phone 602-993-8504 Email tfoss@phoenixchildrens.com Years Serviced 11 years Description of Services Enterprise, EUC Client and Desktop, Server, Storage, Data Protection, Cyber Security and Services Annual Volume $5M TechnologiesReference 13: Dell Entity Name Baker Botts Contact Name and Title Olaf Roessner- IT Director City and State Dallas,TX Phone 214-953-6432 Email olaf.roessner@bakerbotts.com Years Serviced 5 years Description of Services Data Center Deployment Services&Managed Services Annual Volume $620K Dell Marketing L.P. 57 D4LTechnologieS Page 272 Tab 7 - Pricing Please submit price list electronically via our online Bonfire portal (pricing can be submitted as Discount off MSRP, cost plus, etc.). Products, services,warranties, etc. should be included in price list. Prices submitted will be used to establish the extent of a respondent's products and services (Tab 5)that are available and also establish pricing per item. Price lists must contain the following: • Product name and part number(include both manufacturer part number and respondent part number if different from manufacturers). • Description • Vendor's List Price • Percent Discount to NCPA participating entities Not To Exceed Pricing • NCPA requests pricing be submitted as"not to exceed pricing"for any participating entity. • The awarded vendor can adjust submitted pricing lower but cannot exceed original pricing submitted for solicitation. • NCPA requests that vendor honor lower pricing for similar size and scope purchases to other members. Dell Acknowledges. A separate pricing file has been uploaded to Bonfire Portal. Dell Marketing L.P. 58 D�GLLTechnologies Page 273 Tab 8 - Value Added Products and Services Include any additional products and/or services available that vendor currently performs in their normal course of business that is not included in the scope of the solicitation that you think will enhance and add value to this contract for Region 14 ESC and all NCPA participating entities. Dell Lifecycle Services Consulting and Professional Services Dell Technologies' Professional Services focuses our efforts on addressing transformation initiatives that are encompassed by four main areas—the most common areas we see our customers facing challenges with. Using our outcome-focused approach, Dell Technologies Services accelerate your ability to effectively deliver a wide range of strategy, deployment, migration, and design services for: • Modern workforce • Applications&data • Multi-Cloud Cyber Security/Business Resiliency Digital Employee Experience (DEX) Services DEX Advisory Service Assessment and advisory service complete with scorecard,platform Workforce Personas recommendations and more Tailored Use Case Services IT Services •Multicloud DEX Subscription Service •Client Devices •Microsafl 365 Augment the customer's DEX team Applications with Dell experts for continual success {monthly,annual,and 3-year options) gubscri Adoption&Change Management Employee Experience Ql p�po Tailored Use Case Services Measurement Services IT Services Windows&EUC DEX Cyber Solutions •Multicloud Employee Sentiment Cloud&Virtual •Microsafl 365 DEX Telemetry Advisory Desktops We alw provide implementation services for leading a perie—management platforms Modern Workforce: Empower your workforce with modern technologies that optimize experiences and simplify the consumption of/T services • Digital Employee Experience- Employee Experience encompasses everything that is experienced (or lived and felt) by employees throughout the course of their day.This includes interactions with the people, processes and technology within your organization. Why should you care? Digital Employee Experience plays a major role in employee happiness. It impacts retention, engagement, productivity and more. In a Harvard Business Review survey, 82% of respondents said employee happiness is impacted by workplace technology, and 77% said good Dell Marketing L.P. 59 111`0 Technologies Page 274 employees will look to move on without the tools, technology and information needed to do their job well. Digital Employee Experience is one of the most important subsets of Employee Experience and is focused on enabling employees to do their best work with the right technologies and services tailored to their needs. Dell's answer to these challenges is in helping our clients create successful digital employee experiences by putting your people first and making sure they have what they need to do their best work and be their best selves no matter when or where they work. We take a unique, pyramid approach, helping you with: • Workforce Persona Services o Role-based personas to understand each user's IT needs o The right applications, data, and devices delivered to optimize experience • Adoption &Change Management o Tailored plans to address the human side of technology change o Accelerated technology adoption • Employee Experience Measurement o Measure employee experiences and IT sentiment o Understanding of what's working and how to adjust IT strategy to improve • Maximizing your Microsoft 365 Investment- Dell Technologies provides services for every step of the Microsoft 365 journey, including: • ProConsult Advisory Services for Microsoft 365: Educate organizations on Microsoft 365, incorporating whiteboard sessions, as-is/to-be discussions, align business outcomes and strategy, and provide a Microsoft 365 roadmap. • Security and Compliance Services: Designed to help you assess, plan and implement the Microsoft 365 features that will provide your organization with the security posture you need. • Network Readiness Assessment for Microsoft 365: Leveraging a variety of tools to assess enterprise voice experience and perform synthetic transactions across the Microsoft 365 cloud platform. • Services for Microsoft 365: Dell Technologies offers a holistic approach to helping customers design, deploy and migrate to Microsoft 365 inclusive of a variety of cloud productivity workloads such as Exchange Online, SharePoint Online, OneDrive for Business, Teams, Teams Rooms, Dynamics 365 and more. • Management Services for Microsoft 365: Provide ongoing administration and management for day 2 operations of Microsoft 365 environments for customers who are looking to out- source daily care and feeding of their Microsoft 365 environment. • Accelerate Modern Teamwork-To Accelerate Modern Teamwork, we provide your workforce with a consistent, modern and secure collaboration platform incorporating, personalized experiences built on right devices, apps and peripherals; cloud-based calling and meeting capabilities; services to maximize the value of technology investments and enable day 1 productivity; and intelligent meeting spaces. • Services for Microsoft Teams o Modern teamwork capabilities o Digitized legacy business processes o Cloud-based calling & meeting • Services for Dell Meeting Space Solutions for Microsoft Teams Rooms o Dell's leading displays and compute infrastructure for Microsoft Teams o Intelligent meeting space capabilities • Modern Client Management and Provisioning -To accelerate modern client provisioning we focus on optimizing the PC deployment, consumption and management experience, and streamlining procurement and deployment of the entire Dell client device portfolio: • Persona-based Ordering Dell Marketing L.P. DLTechnologieS Page 275 o Workforce Persona Services o ServiceNow Premiere Integration • Managed in the Cloud o Client Deployment Assessment o Services for Azure Active Directory o Connected Provisioning • Managed Services o Managed Detection &Response o ProManage o Client Managed Services o Lifecyle Hub Managed Services • Dell Factory Services o Provisioning o Packaging o Quick Start for Intune or Workspace ONE • Cloud Productivity&Identity- Dell offers a robust portfolio of solutions to modernize your workplace productivity, collaboration and security tools to enable innovation and drive business forward. Many of our Cloud Productivity and Identity solutions are centered around the Microsoft ecosystem. We're one of the largest and most credentialed Microsoft partners in the world with over 30 gold and platinum certifications and offer end-to-end services including licensing, advisory, planning, implementation and managed services. We're also members of the Microsoft Intelligent Security Association and offer services that align with both the Microsoft Zero Trust security model, as well as the NIST Cybersecurity Framework. • Digital Services Management-Another key area of workforce modernization is Digital Services Management, which includes self-service portals or IT services platforms. Dell's Digital Services Management solutions are designed to help organizations innovate, optimize and automate IT services for the modern workplace, including digital marketplace services, workflow&automation services and intelligent operations and managed services. We can help you deliver beyond customer expectations and design a digital marketplace experience to drive efficient IT operations at scale. These capabilities: • Digital Marketplace Services create the experiences that your employees are seeking. We enable you to deliver enterprise services through a consumer-driven digital experience tailored to role and requirements. These experiences and interactions drive employee adoption of automated self-service ordering and fulfillment. • Workflow&Automation Services accelerate implementation of end-to-end workflows that drive consistent repeatable, reliable, and auditable operations.The Dell Technologies difference here is we provide direct integration with our systems, databases, and supply chain to accelerate end-to-end fulfillment of service requests. • Intelligent Operations&Management Services help our customers achieve data-driven operations by unifying their enterprise technologies and infrastructure with the NOW platform. By unifying all your data sources, you can leverage telemetry and insights to proactively manage, predict, and self-heal to minimize downtime and disruption to the business. • VDI &Workspace Platforms- Dell's Virtual Desktop Infrastructure (VDI)and Workspace Platforms truly enable work from anywhere with secure solutions and hosted VDI options that simplify IT management and provisioning. This has become especially important for our clients adopting a hybrid work model, but remote and hybrid work isn't the only scenario that benefits from VDIs. Virtual desktops are more efficient than ever to deploy, manage, and seamlessly integrate with existing workplace apps and services, providing a centrally managed, secure, cloud-hosted environment for modern teams to thrive. Dell Marketing L.P. 61 D�GLLTechnologieS Page 276 Applications & Data Services Gain a competitive edge using modern data and application patterns and technologies • Application Portfolio Optimization -All IT organizations need to decrease cost and complexity to be successful. Eliminating technical debt and simplifying the IT environment will deliver business results quickly while increasing agility and speed to adapt to the rapidly changing world. Looking across the entire application portfolio we define which applications should be made cloud native,which can benefit from operational efficiencies,which should adopt more effective operation models, and which should be retired. • Attribute Discovery-To make an accurate decision for an application's future state requires data about that application. Depending on the depth and breadth of target landing zone options being considered, over 100 attributes may be needed. So,for a portfolio of 1000 applications, this could mean over 100,000 attributes will be needed to complete the analysis. We do this by leveraging existing assets and tools and where needed, using advanced electronic discovery tools to give us a complete picture of your existing application landscape. • Investment Strategy- Prior to considering where to land an application and how to get it there, each application needs to be assessed to determine if the application warrants investment and, if so, how much.This requires looking at the impact the application has on the business first, then considering technical, operational, architectural and design issues as a follow-up. Determining where an application should be deployed in the future is critical. Our Cloud Disposition service provides the answers you need to transform each application in your portfolio and determine whether you Retain, Retire, Modernize, or Migrate. • Landing Zone Strategy—Dell Technologies Services will help you look at selecting the best landing zone for each application. It is important to note that the analysis shifts and along with business characteristics, more technical characteristics come into play. • Transformation Pathway-Our eight`R's approach to transformation pathways helps organizations determine the end-state and disposition of applications. Our model has evolved from 4 basic dispositions (Retain, Retire, Rewrite, Re-platform), to the more comprehensive 8- step process listed below. This expansion was based on the need to meet the challenges of an "aaS" market that has grown in size and complexity. More importantly,we focus on the work effort associated with each pathway and weigh that against the near and long term risks and benefits with each. o Replace-Eliminate the former application component altogether and replace it, taking new requirements and needs into account o Rewrite -Rebuild or rewrite the application as cloud native while preserving its scope and specifications o Refactor-Materially alter the application code to a new application architecture and fully exploit new and better capabilities of the application platform o Replatform -Restructure and optimize existing code without changing its external behavior to remove technical debt and to improve the component's features and structure o Rehost-Redeploy the application to a cloud infrastructure without recompiling, altering the application code, or modifying features and functions o Retain -Leave the application in its current state. These applications may be re- evaluated at a later stage for potential rewrite. These can be migrated as forklift or P2P o Retire-Retire the application as it may be at end-of-life stage or its functionality has been replaced by another application o Retire&Archive -Archive the application data to support long-term data access and compliance and retire the application • Application Migration Services—Applications that are implemented on existing infrastructure may not be able to provide the scalability and resiliency needed to meet these needs. In some cases, virtualizing applications on newer, more modern platforms is the answer. In other cases, businesses may look to leverage private, public or hybrid cloud environments to achieve the flexibility, scalability, resiliency and economy they desire. And sometimes packaged applications and operation systems may need to be replatformed and Dell Marketing L.P. 62 D�GLLTechnologieS Page 277 upgraded. For all of these cases, existing applications may need to be redeployed from their current operating environment to another environment. Dell Technologies application migration services provide a factory-based approach to application migration. With this approach,we address the end-to-end migration life cycle from discovering dependencies,to developing the migration plan, to executing the migrations, to validating the migrated applications • Cloud Native Apps-Cloud-native describes the patterns of high performing organizations delivering software faster, consistently and reliably at scale. DevOps, Continuous Delivery and Microservices provide the how, why and the what of cloud native. DevOps is how we approach the cultural and technical changes required to fully implement a cloud-native strategy. Continuous delivery is why software is becoming cloud-native and microservices is the software architecture pattern used most successfully to expand development and delivery operation and avoid slow, risk, monolithic deployment strategies. o Application Modernization for PCaaS/CaaS -Quickly identify and transition applications to cloud platforms with minimal refactoring. Three (3)sprints are the standard starting point. Over the course of the engagement,we evaluate architecture and operational decisions as well as development and deployment practices. Our work culminates in a prioritized backlog of improvement opportunities;foremost recommending tactical changes and enhancements that will reduce technical debt of container platform scalability, improve test automation, and introduce continuous delivery. o Enterprise DevOps Implementation -DevOps services help align your application development and IT operational teams through the use of agile techniques—including sprints, continuous integration, and continuous deployment—as part of the SDLC process. Offerings range from Advisory services to Implementation services designed to prove viability, to develop patterns and repeatable processes, and full scale implementation. Transformation of application development and operational teams by improving the way that people, processes, and technology work together. o Infrastructure as Code Design and Implementation -The Infrastructure as Code (IaC)Design &Implementation service builds the requisite tool chain and delivery pipeline to manage infrastructure and changes to infrastructure using best practices from software development and release management disciplines. This service introduces new tools common to software development, like version control, and couples them with automation capabilities. This service then maps them to new practices and processes for creating, updating, monitoring, and managing infrastructure services. o Solution Architect Advisory-Support from product specialist and subject matter experts to overcome unique challenges. Working together to improve project outcomes and maximize on-the-job skills enablement. The Solution Architect will work on a prioritized backlog with designated project anchors from your organizations throughout the duration of the engagement. • Data Driven Enterprise-We offer our customers a portfolio of services that are based on the years of experience from our team of consultants and engineers so that they are repeatable and have predictable outcomes. Dell Services use proprietary methodologies that are designed to help customers get the maximum value from their Dell Technology investments in the shortest amount of time with the least risk possible. And our portfolio allows us to work with you no matter what your needs might be, whether you are already moving through the transformation process, or just beginning, we have services that will meet you wherever you are in your digital journey. Our goal is to help you in your business's transformational journey. o ProConsult-Apply standard offering and methodology to planning of analytical platform and architecture modernization o Technology Advisory- Develop a technology architecture and roadmap to implement new or enhanced capabilities into a production environment Dell Marketing L.P. 63 D�GLLTechnologieS Page 278 o Healthcheck-Assess existing architecture and provide recommendations to better align it with industry best practices and benchmarks o Data&Platform Migrations- Migrate legacy data platforms to more modern, Hadoop- based platforms o Solutions&Storage Implementations- Integrate Dell Ready Solutions for Al/Big Data or architectures using Dell EMC storage products (e.g., Isilon, ECS) Multi-Cloud Services Optimize cloud infrastructure services to cost-effectively drive business growth • Cloud Platforms-There are many considerations when building a cloud service delivery model. Dell Services provides a variety of consulting, design, advisory, and implementation services for an organization's multi-cloud journey. We know it can be challenging to define and implement a coordinated cloud strategy. We've seen this firsthand, as we have consulted thousands of customers on their cloud adoption journeys. Through these engagements,we have identified and refined a proven four-step approach that helps organizations better understand the tasks that are necessary to meet objectives across various lines of business. In each of these areas, there are technology outcomes needed to deliver on business outcomes. While each of these are important for you to ultimately be successful, each of the downstream activities rely on the decisions made during the Strategize stage. Whether your organization is undertaking a company-wide cloud transformation or scaling your cloud to accommodate special workloads, Dell Technologies offers a broad portfolio of services to empower your teams and help you realize your business outcomes. From strategy, implementation, adoption and scale, speed your path to productivity and extend your cloud environment to on-premises, accelerating innovation and delivering even more value to your business. o Cloud Strategy—Align on strategy across business, development and IT;Architect desired future state, roadmap the processes; Identify KPI/program success metrics; Validate performance and readiness metrics o Cloud Implementation—Validate operational readiness for your entire organization or individual departments; Create on-demand, self-service catalogues; Integrate with core IT operational systems; Align resiliency plan with business needs for recovery o Cloud Adoption—Create a cloud/SRE operating model; Migrate workloads, apps and data to run on your infrastructure, on or off-premises; Enact policy and governance programs; Monitor performance and productivity o Cloud Scale- Integrate on-going roadmap for business and technology; Analyze and validate success metrics; Capture employee experiences • Operating Model for Multi-Cloud Platforms- Modern operating models support service-oriented IT(XaaS Model)and optimize both experience and cost transforming IT into a strategic business partner that drives innovation. For an organization to truly transform from a traditional IT model to an "as a service"cloud model which will deliver transformative value to the businesses they support,the transformation must incorporate people and processes...the operating model. We utilize a four-step method to fully extract the benefits of your cloud platforms: o Strategize-Align leadership to support transformation; Identify the organizational structure, roles and skills needed to the support transformation; Empower employees with training and new skill building; Gain employee buy-in and build morale to support a smooth transition. • Transformation Strategy Workshop • Multi-Cloud Roadmap • IT Operating Model Design • Cloud Education Services Dell Marketing L.P. 64 D�GLLTechnologieS Page 279 o Implement- Design the processes that enable IT to support business requirements; Deliver standardized services supported by repeatable processes and automation; Condition effective cross-functional communication and streamline operational process handoffs. • Value Stream Mapping • IT Process Design o Adopt- Increase clarity and alignment between business goals and IT developments; Simplify service consumption and increase end user satisfaction with a robust catalog and self-service portal; Drive adoption of self-service offerings to reduce exception and costs; Optimize your service catalog tailored to role; Define financial chargeback model for services rendered. • Service Catalog Design • IT Financial Management o Scale-Assess progress towards goals, objectives and transformation KPIs; Conduct employee IT pulse check to assess employee engagement and satisfaction with cloud services and experience; Reassess objectives and priorities to integrate into the roadmap • IT Experience Measurement • Data Center Modernization—Dell Services helps the customer data center modernization efforts by mitigating risk and cost of a data center migration and modernization using our patented, application-centric approach and automated tools. One of the things that Dell Technologies Services has observed through working with clients on thousands of successful data center transformation programs is that there is a range of objectives for a data center transformation program. These objectives can range from highly strategic to more tactical concerns. o From a strategic business standpoint, data center transformation reduces costs and maintains service continuity, an important concern in the 7x24 cloud era. o From an application standpoint, data center transformation provides an opportunity to replatform applications on modern software-defined cloud infrastructure. From an infrastructure perspective, data center transformation increases scalability, agility and rapid innovation. o From a tactical facilities standpoint, data center transformation can lower power and cooling costs, which can be substantial, through modern data center infrastructure and thoughtful facilities placement. Dell Technologies can help you work through and identify all these objectives with our proven approach to data center transformation. • ProConsult Advisory Core for Data Center—provides perspective from experienced data center professionals for their IT executive team, in a 3-week engagement, resulting in custom recommendations and a roadmap for improvements. • Data Center Strategy—service defines and optimal consolidation plan examining internal and external data center alternatives. • Application Blueprinting-analyzes the inventory of applications in the current enterprise portfolio and discovers the interdependencies among applications and between applications and infrastructure. • Data Center Migration-implementation of your transformed data center strategy. Our application-centric approach uses patented tools with verification methodology to mitigate risk and decrease overall cost. We can also tie some or all these services together into a comprehensive data center transformation initiative. Resiliency&Security: Implement a strategy to reduce business interruptions and achieve a non-stop digital business Dell Marketing L.P. 65 D�GLLTechnologies Page 280 • Cyber Security-The near-constant attacks we've seen represent a massive increase from years prior, but a few concerning trends have been steadily rising. More and more insiders to organizations are involved in these attacks and if an organization is impacted by a destructive attack,they're not confident in their abilities to recover after an attack. Typically, attackers begin by taking an initial look at how they might penetrate the organization and move quickly to either utilize an exploit or a phishing type attack to gain access to the networks. This is where prevention and monitoring solutions are critical to thwart attacks at this phase, as well training and education programs for employees so they are well versed in phishing techniques and how they can avoid being a victim. If the attack progresses further and the bad actor gains access, their first interest is establishing a foothold in order to expand the impact of the attack. In the case of a ransomware attack,this is how they're attempting to get payment, by grinding normal business operations to a standstill. In this phase, it's critical that organizations have advanced detection and response abilities to identify anomalies and quickly determine how to respond to the threat. Depending on how this is handled and how quickly a response effort takes place, the organization may be able to reduce the impact of the attack before it spreads further. The final step is where the attack is launched and the impact realized by the organization. If they haven't been successful in identifying and stopping the spread through these prior phases, it becomes more likely that there will need to be some kind of recovery effort to fix the impacted critical systems and get the business back up and running. Dell Cyber Security Services include: • Managed Detection and Response- monitoring critical parts of your business—endpoints, networks and clouds—by a team of experts certified to monitor, analyze and respond to suspicious activity around the clock. • Cyber Solutions—purpose-built to isolate critical backups of data and business applications so that in the event of an attack, ensuring a path to recovery. The key to a Cyber Recovery Solution is to ensure it's related to recovery of entire business processes so if an attack has brought down, your organization has their most critical applications ready to be recovered and return to business as usual • Incident Response and Recovery Retainer- reactive support that we can implement at a moment's notice to help you recover after a cyber incident. It also should be considered proactive in that you can set an organization's strategy today on who you will rely on for an incident response initiative, so if and when that happens, Dell Services will be the one to respond for support and help. • Cyber Recovery& Resiliency—Dell Services help our customers focus on reducing the attack surface and shifting to a proactive mindset o Advisory and Design—We create a strategy for vault isolation, security, operation and reporting and design/advise other infrastructure needed in the vault(firewall, network etc.) o Deploy and Implement—Deploy PowerProtect DID in the CR Vault, Cyber Recovery software and configure policy, deploy in the Cyber Recovery vault and integrate with vault data domain o Runbook and Validation—Dell Services Consulting documents processes to recover data o Operate and Manage—Dell offers a range of supplementary services on top such as Managed Services, Residency and Education • Managed Services- Manage day-to-day vault operations; Drive consistent procedures and testing; Monitored 24x7x365 by global operations team; Support recovery operations Dell Marketing L.P. 66 D�GLLTechnologieS Page 281 • Residency- Extend skills and capabilities with certified technical experts; Increase resiliency, minimize security risks, support data recovery&restore options and optimize Cyber Vault components to ensure a smooth run state; Monitored and daily operations of Dell's Cyber Recovery Solution 8x5. • Education - Cybersecurity Training &Certifications can include Introduction to IT Frameworks and NIST; CompTIA Security+and Certification Readiness; Implement the NIST Cybersecurity Framework; User authentication, access controls and security standards o STIG Hardening Services-STIG Security Hardening is the process of treating security weaknesses, compliance gaps, vulnerabilities and misconfigu ration before a system goes into production. Security Technical Implementation Guides (STIG)Security Hardening uses prescribed federal government security guidelines aligned to NIST 800-53 standards, to deliver tighter, in-depth security control and maximized protection of IT assets. o Zero Trust- Leveraging the Microsoft Zero Trust model enables you to secure your digital workplace in a way that doesn't interfere with productivity, and Dell has developed an accelerated path focused on the Microsoft ecosystem that helps you: • Assess&Strategize—Cybersecurity Advisory with Zero Trust Roadmap; Security Assessment for Active Directory and Azure AD • Build a Secure Foundation— Implementation Services for Active Directory and Azure AD; Securing Microsoft Identities with Entra • Secure Identities, Data, and Apps—Getting Started with Defender for Identity; Getting Started with Defender for Endpoint; Securing the Microsoft 365 Workloads with Defender for Office 365; Implementation and Advanced Configuration of Defender for Identity w/Microsoft Sentinel &ServiceNow; Unified Data Governance with Microsoft Purview • Adoption &On-Going Management- Incident Recovery Retainer Service/ Managed Detection & Response; Adoption and Change Management Deployment Services Deployment Services for Client Solutions • Configuration & Deployment- Dell Configuration and Deployment Services accelerate onsite or remote deployments by executing the configuration tasks required to prepare a system for installation and integration. This eliminates time spent imaging and configuring new systems desk- side or at a staging location. It ensures new systems arrive ready to use out of the box. Just install and connect to the network. Services include: o Imaging Services ■ Imaging ■ Connected Provisioning o Systems Configuration ■ Connected Configuration ■ Application Install ■ BIOS Settings ■ Hard drive partitioning ■ 3rd Party Hardware Install o Asset Identification ■ Asset Tagging ■ Asset Reporting o Client Deployment- Users want minimal disruption when they get a new device, and IT departments need to maintain the system's fitness, security, reliability, and efficiency over the life of that system. Relying on Dell Technologies to assist in this space may be a Dell Marketing L.P. 67 D�GLLTechnologieS Page 282 prudent option for organizations looking to focus on their business and not on mundane IT tasks. ProDeploy Client Suite PraDeploy Feature comparison Plus SVM-Single paint of contact for project management Self service portal for configuration control&updates Deployment engineer develops implementation plan TSM engagement via ProSupport Plus Connened Configuration Provisioning for VMwaree Warkspo.c)n"" Load an image:WIM,Ghost or ISO or lmageAssist Configure BIOS settings Asset tag applied to each system 10-11111111111 fi•rr Standard asset reports Onsite Installation of client system available 24x7 _ Project documentation with knowledge transfer Vser settings&data migrated to new system Securely wipe data from mtiring client systems 30 day post-deployment support Training credits for Dell EMC Education Services o Client Deployment Services include: ■ Client Deployment Assessment—The CDA is targeted towards customers who are interested in understanding and streamlining their deployment processes and inherent costs. The findings will help improve efficiency of deployment, reducing time and cost, reduce complexity and maximize impact throughout the process. Dell will collect information on a customer's deployment process through a combination of customer interviews and IDC data. The result is the delivery of an actionable implementation plan with real achievable cost savings. This a no-fee service for qualified customers. ■ Remote Installation Services ■ On-site Installation Services (24 x 7) ■ Data Migration Services- Up to 100 GB data migrated with the Dell Migration tool from a legacy to new PC • Connected Provisioning—Dell Services configure more than 11 million systems a year, so we have the experience regarding the processes and now, by leveraging the cloud,we are speeding up the way devices are configured. Connected Provisioning helps get a customized device to the end user faster with fewer touches. We leveraged our long-standing configuration and provisioning expertise, to help modernize the execution, which means seamlessly and securely preconfiguring in days instead of weeks or even months. o Simplify the Process—Through TechDirect IT manages the registration, enrollment and provisioning of their Dell ordered devices from their own cloud UEM environment. o Less IT Touch—Time, work and bandwidth moved from customer environment to supply chain. Cloud based deployment so no access to customer's on-premises environment is required. o More IT Control—Scalable. Profile based configuration management per order gives the customer flexibility and control to assign &configure devices to a specific group of users. o Quicker End User Productivity-Tasks like enrollment, loading applications, modifying BIOS settings, installing updates, domain joining, and security settings can all be pre- formed prior to first end user logon. • Asset Recovery-Asset Recovery Services help you retire IT equipment in a secure and sustainable manner and unlock value that can be put towards future innovation. We leverage our long-standing security expertise, environmental compliance and commitment to sustainability to help you seamlessly transition from old to new technology while protecting what's important. Dell Marketing L.P. 68 D4LTechnologieS Page 283 o Logistics—We will help resale, recycle or return to lease any brand of client hardware (and servers);we collect equipment from the designated location(s)and ship it to our facilities; customers can schedule pickups, monitor the progress of every asset, and view all activities related to your service through our centralized online portal o Data Security—As part of the resell and recycling service, Dell sanitizes devices offsite at our facility and in alignment with NIST SP 800-88 r1 standard data sanitization requirements; devices will be verified to confirm the sanitization was successful; if sanitization is not successful, we physically destroy the drives to prevent data recovery in alignment with NIST SP 800-88 r1 standard o Environmental Compliance—Systems (including batteries and components)are recycled in adherence with local regulatory guidelines; the a-waste process is documented through the entire chain of custody until final disposal; Dell does not permit e-waste to be exported to developing countries either directly or through intermediaries; we vet, audit, and hold our partners accountable to the highest standards of environmental compliance and data security o Resell and Recycle—Upon receipt,we assess the equipment and provide you with the residual value of your assets via Electronic Funds Transfer; customers can also request an appraisal of your existing assets at any time to make informed decisions about when to retire; before reselling,we sanitize the devices in alignment with the NIST SP 800-88 r1 standard which can be done offsite or onsite for extra security; if there's no residual value, we recycle the devices in compliance with regulatory guidelines o Lease Return—When you reach the end of your lease,we help transport equipment back to the company from which it was leased o Reporting-Customize and download dynamic reports anytime through the online portal —order views, service credit usage, value payments and pick-up status; confirmation of Disposal to verify sanitization was successful (or the drive was destroyed)and that all recycling met or exceeded local regulatory guidelines;final report that documents asset type, serial and asset tags, resale value of each piece of hardware resold any materials recycled • Client Residency Services-A client residency engagement could include a wide range of technological proficiencies including: o Windows 10 migration o Application packaging o Unified Endpoint Management(UEM) o VMware Workspace ONE o Microsoft Windows Autopilot/Intune o Microsoft Endpoint Manager and MDT o BitLocker/MBAM o Dell TechDirect o DelllmageAssist o Dell Connected Configuration o Dell Client Command Suite o Dell Migration Tool o Dell Support Assist o Dell Data Encryption • Endpoint Security Services—Typically, we hear about three areas that are problematic for our customers: o External Threats o User Behavior o Limited Security Resources Dell Marketing L.P. 69 D�GLLTechnologieS Page 284 Dell Endpoint Security software plus Endpoint Security Services help customers manage the growing cyber risk while embracing workforce transformation o Endpoint Security Software—VMware Carbon Black Cloud; Encryption Enterprise; Absolute; Netskope o Endpoint Security Monitoring Services—Ongoing monitoring of customer endpoints performed by experienced Dell threat analysts; Customer alerts sent via management console when malicious activity is detected; Detailed threat response recommendations delivered the next business day; Business hours monitoring with next business day response; Kickoff meeting with dedicated project manager to set expectations, requirements o Endpoint Security Implementation Services—Review of environment; Software installation or SaaS activation; Configuration and custom policy settings; Pilot implementation and measure against a test plan; Knowledge transfer o Endpoint Security Advisory Services- Project assistance from a Dell technical security expert , with 4 or 8 hour remote options, or multiple day onsite options Deployment Services for Infrastructure Solutions • Enterprise Services/Rack Integration -When you choose Dell Technologies Services to help with your implementation, you will get the right people,the right tools and the right processes to accelerate your transformation. Starting with an assigned project manager to be your single point of contact for the entire process and a global staff of certified technicians. Racks, components, shipment prep and packaging are customized to your specifications and reports are tailored to your needs. We deliver white glove logistics and easy part replacements if something fails. You will receive your hardware ready to use before invoices, warranties and support contracts begin. o Rack Integration Services- Dell can engineer, integrate, configure, deploy and install custom rack technology into any data center environment. o Configuration Services- Receive your new technology custom configured to meet your needs o ProDeploy Installation Services—everything from basic hardware installations through planning, configuration and complex integrations. • Infrastructure Deployment and Implementation Services- Maximizing technology on day one takes the right training, insights and expertise. ProDeploy Enterprise Suite is here to help, with the right fit to accelerate deployment up to 4 times faster from planning through implementation and beyond. ProDeploy Infrastructure Suite is made up of 4 offers: ProDeploy Configuration Services, ProDeploy Rack Integration Services, Basic Deployment, ProDeploy, and ProDeploy Plus. o ProDeploy Configuration Services—provide custom system settings, labeling and other common needs. ProDeploy Rack Integration Services provide full configuration and racking of the technology including custom cabling and logistics. o Basic Deployment—consists of the hardware installation during normal standard business hours. o ProDeploy—consists of your hardware installation and configuration of the software using offshore resources. o ProDeploy Plus—you in-region or onsite resources to complete the engagement for the customer. It also includes additional features such as Post Deployment Configuration Assistance and Training Credits. • Infrastructure Residency Services-With Residency Services, certified technical experts help you achieve businesses objectives and fulfill outcomes. Directed by you, residents act like an extension of your IT staff to enhance internal capabilities and resources, helping you realize faster adoption and maximized ROI of new technology. We assign the best resource to meet your needs, delivered onsite or remote, for however long you require. Dell Marketing L.P. 70 DQ4 LTechnologieS Page 285 • Data Services-Services that complement our Deployment Services for the Enterprise Suite, these offers provide dedicated expertise focused on data and security needs for infrastructure solutions o Data Migration - Data is one of your organizations most important resources and you need that data to fuel business growth. But distributed data can keep valuable insights out of reach. Our experts help efficiently move data from where it is, to where it will drive innovation. We migrate data every day, all over the world, in any situation you can imagine. Whether you are upgrading technology, changing platforms or leveraging cloud, our experts use proven tools to streamline migrations and provide you a faster time to value. Our Data Migration Services provide greater control, security and value through standardized processes in planning, execution and knowledge transfer. We lower risk through expert-delivered, dependable best practices developed over 30 years of data migration success. Our goal is to improve data availability and migrate your data efficiently with greater data integrity. o Data Sanitization/Data Destruction-Our portfolio of enterprise services apply to infrastructure products in a data center, including all of our Dell EMC infrastructure solutions and similar 3rd party non-Dell branded products. We offer 3 distinct services that vary depending on your business' need. • Data Sanitization is a software-based method of securely overwriting the data residing on a system to render it unrecoverable. We offer 2 versions of this service. ■ If you want to refresh and redeploy assets in your environment, having data wiped but retaining the asset, we have Onsite Data Sanitization Services. With these we come to your facility, sanitize the data, and your systems never leave your location. • Data Sanitization Offsite with Asset Resale and Recycle is best if you are looking to eliminate assets from your environment and are interested in resale or recycling. We come and pick up the assets, remove them from your facility, and perform the sanitization at a secure site.After sanitization is complete,we evaluate the system for resale value. If it can be resold or reused,then you will get some money back. If no resale value is found, or the products are too old, we will proceed to responsibly recycle the asset. This service is only available on specific Dell EMC server and storage products and related 3rd party systems. And, both sanitization offers are only able to be performed on systems that are in working order. ■ Data Destruction, which is performed on all infrastructure products, both Dell and non-Dell branded systems, and on systems that are no longer operational. This service is a process of physical shredding the asset to make the data residing on it completely in accessible. For this service, we come to your business site, pick up the asset and put the data bearing component through the shredder. Once shredded, everything is automatically recycled. o STIG Hardening-This service will help customers implement STIG configurations. Published by DISA, STIG is a defined set of NIST 800-53 industry standard security controls that help minimize the security attack surface on IT assets to protect against cybersecurity attacks. Dell Marketing L.P. 71 /LC1,64LTechnologies Page 286 Managed Services Dell Technologies can provide a complete range of end user, infrastructure, storage, and security managed services, for any customer. Dell Deployment Tag I Asset Report rr Communication Premier Page Ready Stock Asset Acquisition BIOS Break/Fix � OS& Application Lifecycle PMO Load Swap Lease Return Pool Asset Retirement Redeploy And Disposition Deskside Deploy Remarket Recycle is %V Predictive and Proactive Repair • Client Lifecycle Managed Services: Dell can provide a complete managed framework for your entire client environment, including but not limited to the following. These programs can be acquired as part of an institution's capital purchase/refresh, as an operating lease, or as an "-as- a-Service" model. o Asset acquisition and warehousing o Device provisioning and updating o Campus, local, or remote deployment and installation o Software and application management o Asset tracking and management o Predictive/proactive repairs o Moves/Adds/Changes/Re-Deployments o Walk up or Dispatch for Break/Fix o Service Desk o Asset Disposition • Infrastructure and Storage Managed Services: Dell Technologies can provide the widest range of Infrastructure and Storage Managed Services available. These are pre-defined and custom- designed solutions, intended to meet the requirements of small, medium, large institutions,with centralized or remote management infrastructures. Depending on the unique customer needs, these managed services may include: o Account management o Predefined service levels o Incident/change/capacity management& remediation o Performance monitoring o Patching &updates with scheduled maintenance windows o Audit and compliance reporting o Secure remote connectivity Dell Marketing L.P. 72 D4LTechnologieS Page 287 o Monthly billing The range of infrastructure services includes but is not limited to the following list below. Additional artifacts are available; please check with your Dell Technologies Services account team for more details and specifics: • Infrastructure: o Compute o Storage o Backup o Infrastructure o Cyber Recovery o Includes options for hosting • Workloads: o Private Cloud o Containers o Cloud Native o VDI o HPC o Al/MIL Ops • Multi-Cloud o Hybrid Cloud o Microsoft Azure o Amazon Web Services o Google Cloud Platform o VMware Cloud o Other public clouds • Managed Co-Lo Services o Deployment ■ Deploy in colocation facility and connection to Dell's service management used to create and delete resources on the supported cloud platforms ■ Configure remote management and interconnections o Event Monitoring and Security ■ 24/7 Monitoring alerts, thresholds &trends on space, power and networking in the colocation site o Incident Management ■ Manage incidents in the colocation site and problems to resolution o Operational Management ■ Maintain service management infrastructure for secure remote access ■ Configure network interconnections and manage networking capacity ■ Execute service expansions in colocation space o Continuous Improvement ■ Ongoing review of procedures, configurations, skills Dell Marketing L.P. 73 /LE1,64LTechnologies Page 288 Innovation in Education with Dell Technologies Today,education is at a pivotal moment.Schools,colleges,and universities are in the middle of a significant shift in educational models, delivering both unique learning models and student campus experiences through digital transformation.Students are increasingly taking advantage of technology on demand to meet their own learning needs and chart their own path to workforce readiness. This change around why, how, and when students are learning is a driving force behind the growing need for advanced technology in higher education on campuses. Digital transformation in higher education Driving innovation and student success through Digital Transformation Helping higher b—tion solve romplez Issues by utilng Dell's intogra[etlIN STlTUT10NAL SUCCESS TEArl&LEARNING solutions. D DATA-INFORMED ENGAGING ACCELERATING RESEARCH Dell Technologies DECISION MAKING LEARNING ENVIRONMENTS Super&High Perrarmance Camputing Solution Focus Data Dashboards&WarningSystems •Blended Learning&InsWctional Strategies Y 9 9 Research Deady Solutions •Wcrklorce Planning Active Learning and Cdlabomtion Spaces Research Class Storage Enhanced/Adaptive Technologies Vidualli Ian&environments HPC and Al Innovation Lab •Innovative Programs ie'Esports} Immersive Learning(ARM •AI,ML and Deep Learning Data Integration&Management HPC Design and Engineering Support BALANCING -Modern Security Technologies ACCESS& Crybersecurity FrameworHs •Intonation secunry services PROTECTION User Awareness&End Point Security Physical Campus Security Ne#-gen Comp-Storage&Networking Digital Campus&IDT PLATFORMS �' MODERN -Data Lakes and Data Integration Hybrid Cloud Infrastructure •Software Defined Data Center&HCI Based on Dell research, we believe that 85% of the jobs that will be available in 2030 have not even been invented yet. In 2030, we'll value skills like contextualized intelligence, in-the-moment learning, automation literacy,entrepreneurial mindset, and personal brand cultivation. More than anything,the ability to gain new knowledge—to learn—will be valued more than even the knowledge that people already have. So,we see our North Star-how can institutions begin to address students' expectations in order to best prepare them for that future/changing world? At Dell Technologies, we love finding new ways to help our educational partners innovate,to bring new and exciting topics and methods of learning to the modern student. A handful of the creative programs we are currently engaged in are: Soar with MENTOR Soar with MENTOR is a program developed by Dell and Intel for students to inspire, educate, and equip a cohort of select female students with the necessary knowledge, skills and dispositions to be successful in life, and possibly at Dell Technologies in the future. We recognize the importance of diversity and inclusion in all organizations and believe that providing development and mentorship opportunities to female post- secondary students will help assist in the future success of these students. We have already begun to work with the University of Colorado campus champions to bring this program to CU students as the first of it's kind in the United States (previous programs have all been in Canada). Dell Marketing L.P. 74 D�/LLTechnologies Page 289 °"L inkel • - Soar with MENTOR! Program Objectives _� • • Support diversity and inClVsion in iTiat ivr,•5 within higher education institu;i)ns and organizations in STEM and business related fields fig.■ Through mentorship.create a female-centric eowvstem to increase Interest _ and confidence in STEM and business mated fields. " Develop career readiness skills to thrive in a fast-paced and changing world Program Outline ' 4 Virtual Sessions over a three month time period with your cohort of female students ,. Sessions will include- ,+ 1 1/ Career readiness keynotes 1 .1 What's happening in Tech tdciay �+ '�;d 1 r Ventor speed meeting" 4.7 GMY Tarry• u nxw r I oNloigaal v.rhtiy l ne F. I 1 1 ..�WcSrr�rpir.pari�e:Grcn Wnlire Nnna PoplYes.iinEl Len1 G-ft k��.uawum.xi�K.rek ute ucer V RIRa✓Irtr�We.�n014awN�• Ngrac i,r q.enq the =I. DOMES THVE . 11 1 1 1 11 I 1 Al For Workforce Dell Technologies and Intel have implemented a comprehensive Al readiness program in partnership with post-secondary education systems and governments worldwide. In the US this program goes a bit further to focus on building the future AI-ready workforce through post-secondary opportunities with the objective of`empowering learners and workers with Al skills in an inclusive way'. Dell Marketing L.P. D0,2/ill- nologies Page 290 DOLLTechnologies Skillinng Journey AWARENESS liltGain gerwal FOUNDATION QBuild foundational growthContent Al Labs EXPERIl PROGRAM DESIGN experienceGain •- domains "'- Demonstrated Standardized CAPSTONE outcomes Implementation Build Al solutions with knowledge gained for industry application or socialimpact •• • TRAINING Gain exposure .real-world challerges .solutions Girls Who Game p GIRLS 7 1. it - GAME NORTH AMERICA PROGRAM • Offered through a partnership between Dell, Microsoft and Intel,the"Girls Who Game"program encourages girls to get into the world of gaming, exposing them to new ways of applying STEM learning. This is an engaging technology-based program designed to captivate female students in grades 4-8 in learner-driven experiences to build their technology, leadership and communication skills. We have also brought educational opportunities via a pilot internship program for young women in secondary education via the Girls Who Game Equity program, teaching them how to host professional panels that are streamed live on public streaming services. We at Dell Technologies believe that our partnership runs deeper than just making sales. Some of the ways we can help elevate those sales made on campus are: Classrooms of the Future With more students requiring a mix of in-person and online learning through HyFlex models, Dell Technologies has partnered with numerous K-12 and Higher Education institutions to improve collaboration between faculty and students regardless of how they attended class. Many schools and universities need to deploy a connected classroom solution while staying within budget requirements. One example of a connected classroom setup Dell has recently helped build at a regional university in the West, uses a Dell 75-inch 4K interactive touch monitor, Dell OptiPlex Micro desktops and Windows Whiteboard software instead of traditional smartboards, Dell PCs and projectors. In these classrooms, any number of remote or in-person students can see and interact with a virtual whiteboard. This includes adding notes, sharing files Dell Marketing L.P. 76 Dili LTechnologies Page 291 and running applications.The CIO of this university shared with us that"faculty utilizing this innovation, can simply pull up a file that has a template whiteboard image and instantly pick up where they left off in their last class as well as spontaneously present rich media content and annotations". Educational Road Shows / Guest Lecture Series / Educational Strategists Dell Technologies prides ourselves on the expertise and knowledge of our team members. Not only do we have expert client specialists and technologists to help explain and elaborate on the newest in our hardware offerings,but we also have a dedicated team of educational strategists. Our education strategists are former educators and staff from academia who are well versed in Technology Solutions for Higher Education, and will act as advisors, guides, and champions for the University of Colorado. In addition to understanding the higher education landscape, partnering with the University of Colorado on webinars and speaking engagements, and being champions for academic institutions, Dell Technologies Education Strategists can also help in a variety of other functions: Strategy • Have conversations about strategic initiatives at higher education institutions • Participate in discovery meetings with higher education leaders • Assist CU in their IT alignment of goals and plans to Institutional Strategic goals and plans • Serve as higher education consultant and advisor • Serve on advisory boards • Facilitate Visioning Days and Dell Tech Days • Participate as thought leaders in the industry via keynotes, speaking at industry events, PR, blogs, social media, and whitepapers (such as the upcoming whitepaper in partnership with the Chronicle of Higher Education featuring the CU Boulder Libraries program and research study around helping students obtain adequate hardware—to be published very soon!) Relationships Foster new relationships with university executives and build the bridge to the Dell team • Develop agendas and participate in Executive Briefings at Dell Centers • Make connections across and within institutions • Help foster and develop collaborative partnerships Focus on building relationships outside of IT Help our customers network with each other and share best practices Innovation • Advance cultures of innovation and transformation • Support learning transformations with students at the center Research technology solutions and provide information to customers Our founder, Michael Dell, expresses it succinctly in his quote"Our business is about technology, yes. But it's also about operations and customer relationships." Dell Technologies has shown that we not only care Dell Marketing L.P. 77 D Technologies Page 292 about education and its impact on the world but are actively engaged in dedicating resources to be the best possible partner for academic organizations. Elevating CU Gaming Initiatives We have built a strong relationship with the various CU Gaming groups,working to help elevate their mission of establishing the University of Colorado as a leader in the academic,career pathway,and research arenas of gaming and esports. A local and national expert in this field, Dell Education Strategist Danielle Rourke frequently engages with faculty, staff, and students at CU campuses and works to bring advisory and volunteer opportunities to them to help elevate their goals and involvement in the state and beyond. She hosts a monthly gaming council collaborative of esports leaders from around the state of Colorado to help advise the CDHE on ways Colorado can become the future hub of educational esports. This group created a report for the CDHE called "Report and Recommendations on Gaming and Esports in Colorado" (please ask for report if desired)and has helped advocate for a statewide esports league in higher education. Dell Technologies was also a gold-level sponsor of COLTT 2021 and Danielle facilitated the session titled "Esports in Colorado Higher Education - More than just a game"with CU Gaming Director of Esports as a speaker. We have also brought opportunities for the student leaders from CU Gaming to be an integral part of conferences such as the 2022 Phi Theta Kappa Catalyst conference's inaugural multi-day esports events. Our appreciation for their involvement was only matched by the potential opportunities and networking connections they gained from the event. Dell Technologies also already has a solid relationship and presence at the University's various on- site retail facilities: Dell Member Purchase Program Dell Technologies and the University of Colorado have an extensive partnership for faculty, staff, and students to purchase and earn rewards through our Member Purchase Program: What is the Member Purchase Program? MPP is a membership program within the Dell Consumer branch. Members include employees, family, friends and students of your organization or school. We offer a wide array of benefits to our members, including but not limited to: • Exclusive monthly offers • Best price guarantee on consumer PCs from Dell • Dedicated Dell contact for help with purchases, custom programs and more • Free enrollment in Dell Rewards Program Best Price on Dell.com Dell MPP provides your employees and/or students with several advantageous benefits with a goal of putting the right consumer technology in their hands. Take advantage of the customized programs and dedicated resources to elevate the savings and purchase experience. To take advantage of these deals, please visit Dell.com/CU. Your Dell MPP contact is Alissa Stevens, who can be contacted at Alissa_Stevens@Dell.com or 512-723-6273. Dell Marketing L.P. 7$ /LE1,64LTechnologies Page 293 Dell Rewards Program Dell Rewards is an added benefit for your employees when they enroll in MPP's free reward program.Your employees will receive 3 percent back every time they purchase with their Rewards membership to use on thousands of top-brand electronics, plus free expedited shipping. Learn more at: Dell.com/rewards. Included in our Progress Made Real goals for social impact, Dell Technologies believes that sustainability is a critical factor in the future of not only our business, but all life on our planet. We recognize it is also important to our educational customers and have created many initiatives to be a partner in sustainability. One such program is our annual Erase E-Waste Sweepstakes: `I HOW TO ENTER / Dell Technologies is inviting U.S. K-12• schools, universities, colleges, and state • • and local governments to erase e-waste by hosting an e-waste recycling drive. I REGISTER • ` Register to participate and Pell Technologies will send you a digital kit to make it easy to conduct an e-waste recycling drive. COLLECT Safely conduct a drive to collect and recycle used consumer electronics.Learn more about e- waste and where to recycle with Pell Reconnect and Asset Resale and Recycling Services. SHARE Post a photo or video of your recycling drive on Twitter,Facebook or lnstagram using #EmseEwasteSweepstakes and tag @Pelfrech for official entry. We also have recycling programs via our services organization. Dell Technologies also believes strongly that today's students are tomorrow's valued team members. We have a number of programs to help prepare students for their future careers in technology: Dell Marketing L.P. 79 D Technologies Page 294 Student Tech Crew Student Offered only by Dell Technologies, the Student TechCrew program offers hands-on experience opportunities .r students to compete globally for prizes and patents .d more iat SM' er ro Dell Student TechCrew is a student-led IT helpdesk on high school campuses which promotes future career skills and learning via hands-on experience as students help their peers and school staff members with technology issues. It began as a pilot for the 2019-20 school year in the U.S. and Canada. Students who participate in the program become certified Dell technicians via the Dell TechDirect Program, which gives participating campuses access to an increased number of technicians by training, leveraging the expertise of students to serve students. As part of the Dell Student TechCrew curriculum, students receive industry-standard training to service Dell desktops and notebooks. They also complete the required training to become Dell Tech Direct-certified technicians.The program teaches student participants to fix computers while also building their professional career skills. The curriculum is divided evenly between technical training and the "soft skills" required for 21st-century careers. We also offer technology certification programs that universities can utilize to train students for future careers. Please see this customer customer stogy between students of Fayetteville State University and the City of Fayetteville. NextGen Sales Academy NextGen Sales Academy was created to build the next generation of Dell Technologies sales leaders and field sellers. Through an industry-leading training and enablement program,we are focused on developing ambitious early in career talent along an accelerated career path. Our sellers focus on data center technology. The program is a 2-3 year commitment,with a requirement to relocate to either Round Rock, TX or Hopkinton, MA for the duration of the program. Dell Marketing L.P. 80 D,24 LTechnologieS Page 295 Your path with Dell Technologies Next Gen Sales Academy Associate Inside Sales Inside Sales Representative Representative Field Sales o 6-9 months o 18 months o Renowned training o Carry a quota both sales and program covering o Run full sales Specialty Sales technology campaigns Sales Management Dell Technologies Internships At Dell Technologies, we are always looking for the next generation of innovative thinkers to drive our business forward. Whether students are looking for internships, co-ops or development programs, we'll help them build the skills they need,while working on meaningful projects starting on day one. Students start by exploring our https://mobs.dell.com/internships website for opportunities that sound intriguing to them, such as: ENGINEERING Client Solutions Group Engineering Intern Program O FINANCE Dell Financial Services Internship Program O HUMAN RESOURCES Human Resources Rotation Program — Internship (HRRP) O IT IT Intern Program O MARKETING Marketing Intern Program (MIP) O Dell Marketing L.P. 8110 /LE10LTechnologies Page 296 We also have a number of volunteer opportunities for our programs (like Girls Who Game and Soar with MENTOR)that we have worked with our university hiring team to recognize as important differentiators on student resumes. Dell Marketing L.P. 82 D Technologies Page 297 Tab 9 - Required Documents • Federal Funds Certifications • Clean Air and Water Act&Debarment Notice • Contractors Requirements • Required Clauses for Federal Assistance by FTA • Federal Required Signatures • Antitrust Certification Statements Texas Government Code§2155.005 • State Notice Addendum Please see requested documents beginning on the following page. Dell Marketing L.P. 83 D Technologies Page 298 FEDERAL FUNDS CERTIFICATIONS Participating Agencies may elect to use federal funds to purchase under the Master Agreement. The following certifications and provisions may be required and apply when a Participating Agency expends federal funds for any purchase resulting from this procurement process. Pursuant to 2 C.F.R. § 200.326, all contracts, including small purchases, awarded by the Participating Agency and the Participating Agency's subcontractors shall contain the procurement provisions of Appendix II to Part 200, as applicable. APPENDIX II TO 2 CFR PART 200 (A) Contracts for more than the simplified acquisition threshold currently set at$250,000, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate. • Pursuant to Federal Rule (A) above, when a Participating Agency expends federal funds, the Participating Agency and Offeror reserves all rights and privileges under the applicable laws and regulations with respect to this procurement in the event of breach of contract by either party. "'To the extent.terms are applicable and mandatory by law to the agreement between the District and Dell;Dell agrees" (B)Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be effected and the basis for settlement. (All contracts in excess of $10,000) • Pursuant to Federal Rule (B) above, when a Participating Agency expends federal funds, the Participating Agency reserves the right to terminate any agreement in excess of$10,000 resulting from this procurement process in the event of a breach or default of the agreement by Offeror as detailed in the terms of the contract "'To the extent,terms are applicable and mandatory by law to the agreement between the District and Dell;Dell agrees`" (C) Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of"federally assisted construction contract" in 41 CFR Part 60- 1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 CFR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 CFR part 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." • Pursuant to Federal Rule (C) above, when a Participating Agency expends federal funds on any federally assisted construction contract, the equal opportunity clause is incorporated by reference herein. 'Not applicable. Not a construction contract (D) Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of$2,000 awarded by non-Federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay Page 299 wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non- Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland "Anti-Kickback"Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. • Pursuant to Federal Rule (D) above, when a Participating Agency expends federal funds during the term of an award for all contracts and subgrants for construction or repair, offeror will be in compliance with all applicable Davis-Bacon Act provisions • Any Participating Agency will include any current and applicable prevailing wage determination in each issued solicitation and provide Offeror with any required documentation and/or forms that must be completed by Offeror to remain in compliance the applicable Davis-Bacon Act provisions. `Not Applicable (E) Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Where applicable, all contracts awarded by the non-Federal entity in excess of$100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. • Pursuant to Federal Rule (E) above, when a Participating Agency expends federal funds, offeror certifies that offeror will be in compliance with all applicable provisions of the Contract Work Hours and Safety Standards Act during the term of an award for all contracts by Participating Agency resulting from this procurement process. 'Not Applicable (F) Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of"funding agreement' under 37 CFR§401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that"funding agreement,"the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. Page 300 • Pursuant to Federal Rule (F) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term of an award for all contracts by Participating Agency resulting from this procurement process, the offeror agrees to comply with all applicable requirements as referenced in Federal Rule (F) above *Not Applicable (G) Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended—Contracts and subgrants of amounts in excess of$150,000 must contain a provision that requires the non- Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). • Pursuant to Federal Rule (G) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term of an award for all contracts by Participating Agency member resulting from this procurement process, the offeror agrees to comply with all applicable requirements as referenced in Federal Rule (G) above **If the contract exceeds$100,000,Dell certifies compliance of the referenced clean air act.** (H) Debarment and Suspension (Executive Orders 12549 and 12689)—A contract award (see 2 CFR 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management(SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. • Pursuant to Federal Rule (H) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term of an award for all contracts by Participating Agency resulting from this procurement process, the offeror certifies that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency. If at any time during the term of an award the offeror or its principals becomes debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency, the offeror will notify the Participating Agency Dell Agrees (1) Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)—Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award. • Pursuant to Federal Rule (1) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term and after the awarded term of an award for all contracts by Participating Agency resulting from this procurement process, the Page 301 offeror certifies that it is in compliance with all applicable provisions of the Byrd Anti- Lobbying Amendment (31 U.S.C. 1352). The undersigned further certifies that: o No Federal appropriated funds have been paid or will be paid for on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of congress, or an employee of a Member of Congress in connection with the awarding of a Federal contract, the making of a Federal grant, the making of a Federal loan, the entering into a cooperative agreement, and the extension, continuation, renewal, amendment, or modification of a Federal contract, grant, loan, or cooperative agreement. o If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of congress, or an employee of a Member of Congress in connection with this Federal grant or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying", in accordance with its instructions. o The undersigned shall require that the language of this certification be included in the award documents for all covered sub-awards exceeding $100,000 in Federal funds at all appropriate tiers and all subrecipients shall certify and disclose accordingly. **If the contract exceeds$100,000,Dell certifies compliance of the referenced lobbying and disclosure laws to the extent possible** RECORD RETENTION REQUIREMENTS FOR CONTRACTS INVOLVING FEDERAL FUNDS When federal funds are expended by Participating Agency for any contract resulting from this procurement process, offeror certifies that it will comply with the record retention requirements detailed in 2 CFR § 200.334. The offeror further certifies that offeror will retain all records as required by 2 CFR § 200.334 for a period of three years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed. **To the extent the terms are applicable and mandatory by law to the agreement between the District and Dell,Dell agrees.** CERTIFICATION OF COMPLIANCE WITH THE ENERGY POLICY AND CONSERVATION ACT When Participating Agency expends federal funds for any contract resulting from this procurement process, offeror certifies that it will comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. 6321 et seq.; 49 C.F.R. Part 18). *Not Applicable CERTIFICATION OF COMPLIANCE WITH BUY AMERICA PROVISIONS To the extent purchases are made with Federal Highway Administration, Federal Railroad Administration, or Federal Transit Administration funds, offeror certifies that its products comply with all applicable provisions of the Buy America Act and agrees to provide such certification or applicable waiver with respect to specific products to any Participating Agency upon request. Participating Agencies will clearly identify whether Buy America Provisions apply in any issued solicitation. Purchases made in accordance with the Buy America Act must still follow the applicable procurement rules calling for free and open competition. Not applicable to commercial IT Products Page 302 CERTIFICATION OF ACCESS TO RECORDS Offeror agrees that the Inspector General of the Agency or any of their duly authorized representatives shall have access to any non-financial documents, papers, or other records of offeror that are pertinent to offeror's discharge of its obligations under the Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to offeror's personnel for the purpose of interview and discussion relating to such documents. This right of access will last only as long as the records are retained. ""To the extent the terms are applicable and mandatory by law to the agreement between the District and Dell,Dell Agrees" CERTIFICATION OF APPLICABILITY TO SUBCONTRACTORS Offeror agrees that all contracts it awards pursuant to the Contract shall be bound by the foregoing terms and conditions. Dell Agrees Page 303 CLEAN AIR AND WATER ACT AND DEBARMENT NOTICE Dell Agrees By the signature below (Under Federal Required Signatures), I, the Vendor, am in compliance with all applicable standards, orders or regulations issued pursuant to the Clean Air Act of 1970, as Amended (42 U.S. C. 1857 (h), Section 508 of the Clean Water Act, as amended (33 U.S.C. 1368), Executive Order 117389 and Environmental Protection Agency Regulation, 40 CFR Part 15 as required under OMB Circular A-102, Attachment O, Paragraph 14 (1) regarding reporting violations to the grantor agency and to the United States Environment Protection Agency Assistant Administrator for the Enforcement. I hereby further certify that my company has not been debarred, suspended or otherwise ineligible for participation in Federal Assistance programs under Executive Order 12549, "Debarment and Suspension", as described in the Federal Register and Rules and Regulations. Page 304 CONTRACTOR REQUIRMENTS Contractor Certification Contractor's Employment Eligibility By entering the contract, Contractor warrants compliance with the Federal Immigration and Nationality Act (FINA), and all other federal and state immigration laws and regulations. The Contractor further warrants that it is in compliance with the various state statues of the states it is will operate this contract in. Participating Government Entities including School Districts may request verification of compliance from any Contractor or subcontractor performing work under this Contract. These Entities reserve the right to confirm compliance in accordance with applicable laws. Should the Participating Entities suspect or find that the Contractor or any of its subcontractors are not in compliance, they may pursue any and all remedies allowed by law, including, but not limited to: suspension of work, termination of the Contract for default, and suspension and/or debarment of the Contractor. All costs necessary to verify compliance are the responsibility of the Contractor. The offeror complies and maintains compliance with the appropriate statutes which requires compliance with federal immigration laws by State employers, State contractors and State subcontractors in accordance with the E-Verify Employee Eligibility Verification Program. Contractor shall comply with governing board policy of the NCPA Participating entities in which work is being performed. Fingerprint& Background Checks If required to provide services on school district property at least five (5)times during a month, contractor shall submit a full set of fingerprints to the school district if requested of each person or employee who may provide such service. Alternately, the school district may fingerprint those persons or employees. An exception to this requirement may be made as authorized in Governing Board policy. The district shall conduct a fingerprint check in accordance with the appropriate state and federal laws of all contractors, subcontractors or vendors and their employees for which fingerprints are submitted to the district. Contractor, subcontractors, vendors and their employees shall not provide services on school district properties until authorized by the District. The offeror shall comply with fingerprinting requirements in accordance with appropriate statutes in the state in which the work is being performed unless otherwise exempted. Contractor shall comply with governing board policy in the school district or Participating Entity in which work is being performed. Business Operations in Sudan, Iran In accordance with A.R.S. 35-391 and A.R.S. 35-393, the Contractor hereby certifies that the contractor does not have scrutinized business operations in Sudan and/or Iran. Dell Agrees Page 305 REQUIRED CLAUSES FOR FEDERAL ASSISTANCE PROVIDED BY FTA ACCESS TO RECORDS AND REPORTS Contractor agrees to: a) Maintain all non-financial books, records, accounts and reports required under this Contract for a period of not less than two (2)years after the date of termination or expiration of this Contract or any extensions thereof except in the event of litigation or settlement of claims arising from the performance of this Contract, in which case Contractor agrees to maintain same until the FTA Administrator, the U.S. DOT Office of the Inspector General, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. b) Permit any of the foregoing parties to inspect all non-financial work, materials, and other data and records that pertain to the Project, and to audit the non-financial books, records, and accounts that pertain to the Project and to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed for the purpose of audit and examination. The right of access detailed in this section continues only as long as the records are retained. It will apply"to the extent determined by the FTA to be applicable to this particular contract based on the status of the grantee and the type of contract issued". FTA does not require the inclusion of these requirements of Article 1.01 in subcontracts. CIVIL RIGHTS/TITLE VI REQUIREMENTS Dell Agrees 1) Non-discrimination. In accordance with Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000d, Section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, Section 202 of the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12132, and Federal Transit Law at 49 U.S.C. § 5332, Contractor or subcontractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, marital status age, or disability. In addition, Contractor agrees to comply with applicable Federal implementing regulations and other applicable implementing requirements FTA may issue that are flowed to Contractor from Awarding Participating Agency. 2) Equal Employment Opportunity. The following Equal Employment Opportunity requirements apply to this Contract: a. Race, Color, Creed, National Origin, Sex. In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. §2000e, and Federal Transit Law at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable Equal Employment Opportunity requirements of U.S. Dept. of Labor regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor, 41 CFR, Parts 60 et seg., and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may affect construction activities undertaken in the course of this Project. Contractor agrees Page 306 to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, marital status, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, Contractor agrees to comply with any implementing requirements FTA may issue that are flowed to Contractor from Awarding Participating Agency. b. Acme. In accordance with the Age Discrimination in Employment Act(ADEA)of 1967, as amended, 29 U.S.C. Sections 621 through 634, and Equal Employment Opportunity Commission (EEOC) implementing regulations, "Age Discrimination in Employment Act", 29 CFR Part 1625, prohibit employment discrimination by Contractor against individuals on the basis of age, including present and prospective employees. In addition, Contractor agrees to comply with any implementing requirements FTA may issue that are flowed to Contractor from Awarding Participating Agency. c. Disabilities. In accordance with Section 102 of the Americans with Disabilities Act of 1990, as amended (ADA), 42 U.S.C. Sections 12101 et seq., prohibits discrimination against qualified individuals with disabilities in programs, activities, and services, and imposes specific requirements on public and private entities. Contractor agrees that it will comply with the requirements of the Equal Employment Opportunity Commission (EEOC), "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act,"29 CFR, Part 1630, pertaining to employment of persons with disabilities and with their responsibilities under Titles I through V of the ADA in employment, public services, public accommodations, telecommunications, and other provisions. d. Segregated Facilities. Contractor certifies that their company does not and will not maintain or provide for their employees any segregated facilities at any of their establishments, and that they do not and will not permit their employees to perform their services at any location under the Contractor's control where segregated facilities are maintained. As used in this certification the term "segregated facilities" means any waiting rooms, work areas, restrooms and washrooms, restaurants and other eating areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing facilities provided for employees which are segregated by explicit directive or are in fact segregated on the basis of race, color, religion or national origin because of habit, local custom, or otherwise. Contractor agrees that a breach of this certification will be a violation of this Civil Rights clause. 3) Solicitations for Subcontracts, Including Procurements of Materials and Equipment. In all solicitations, either by competitive bidding or negotiation, made by Contractor for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by Contractor of Contractor's obligations under this Contract and the regulations relative to non-discrimination on the grounds of race, color, creed, sex, disability, age or national origin. Page 307 4) Sanctions of Non-Compliance. In the event of Contractor's non-compliance with the non-discrimination provisions of this Contract, Public Agency shall impose such Contract sanctions as it or the FTA may determine to be appropriate, including, but not limited to: 1)Withholding of payments to Contractor under the Contract until Contractor complies, and/or; 2) Cancellation, termination or suspension of the Contract, in whole or in part. Contractor agrees to include the requirements of this clause in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. DISADVANTAGED BUSINESS PARTICIPATION Dell Agrees This Contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, "Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs", therefore, it is the policy of the Department of Transportation (DOT)to ensure that Disadvantaged Business Enterprises (DBEs), as defined in 49 CFR Part 26, have an equal opportunity to receive and participate in the performance of DOT-assisted contracts. 1) Non-Discrimination Assurances. Contractor or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Contract. Contractor shall carry out all applicable requirements of 49 CFR Part 26 in the award and administration of DOT-assisted contracts. Failure by Contractor to carry out these requirements is a material breach of this Contract, which may result in the termination of this Contract or other such remedy as public agency deems appropriate. Each subcontract Contractor signs with a subcontractor must include the assurance in this paragraph. (See 49 CFR 26.13(b)). 2) Prompt Payment. Contractor is required to pay each subcontractor performing Work under this prime Contract for satisfactory performance of that work no later than thirty(30) days after Contractor's receipt of payment for that Work from public agency. In addition, Contractor is required to return any retainage payments to those subcontractors within thirty (30)days after the subcontractor's work related to this Contract is satisfactorily completed and any liens have been secured. Any delay or postponement of payment from the above time frames may occur only for good cause following written approval of public agency. This clause applies to both DBE and non-DBE subcontractors. Contractor must promptly notify public agency whenever a DBE subcontractor performing Work related to this Contract is terminated or fails to complete its Work, and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. Contractor may not terminate any DBE subcontractor and perform that Work through its own forces, or those of an affiliate, without prior written consent of public agency. 3) DBE Program. In connection with the performance of this Contract, Contractor will cooperate with public agency in meeting its commitments and goals to ensure that DBEs shall have the maximum practicable opportunity to compete for subcontract work, regardless of whether a contract goal is set for this Contract. Contractor agrees to use good faith efforts to carry out a policy in the award of its subcontracts, agent agreements, and procurement contracts which will, to the fullest extent, utilize DBEs consistent with the efficient performance of the Contract. Page 308 ENERGY CONSERVATION REQUIREMENTS Contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the State energy conservation plans issued under the Energy Policy and Conservation Act, as amended, 42 U.S.C. Sections 6321 et seq. and 41 CFR Part 301-10. Dell Agrees FEDERAL CHANGES Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, listed directly or by reference in the Contract between Public Agency and the FTA, and those applicable regulatory and procedural updates that are communicated to Contractor by Public Agency, as they may be amended or promulgated from time to time during the term of this contract. Contractor's failure to so comply shall constitute a material breach of this Contract. Dell Agrees INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS The provisions include, in part, certain Standard Terms and Conditions required by the U.S. Department of Transportation (DOT), whether or not expressly set forth in the preceding Contract provisions. All contractual provisions required by the DOT and applicable to the scope of a particular Contract awarded to Contractor by a Public Agency as a result of solicitation, as set forth in the most current FTA Circular 4220.1 F, published February 81h, 2016, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Contract. Contractor agrees not to knowingly perform any act, knowingly fail to perform any act, or refuse to comply with any reasonable public agency requests that would directly cause public agency to be in violation of the FTA terms and conditions. Dell Agrees NO FEDERAL GOVERNMENT OBLIGATIONS TO THIRD PARTIES Agency and Contractor acknowledge and agree that, absent the Federal Government's express written consent and notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying Contract, the Federal Government is not a party to this Contract and shall not be subject to any obligations or liabilities to agency, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying Contract. Contractor agrees to include the above clause in each subcontract financed in whole or in part with federal assistance provided by the FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. Dell Agrees PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. §§ 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies,"49 CFR Part 31, apply to its actions pertaining to this Contract. Upon execution of the underlying Contract, Contractor certifies or affirms, to the best of its knowledge, the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to me Dell Agrees Page 309 made, pertaining to the underlying Contract or the FTA assisted project for which this Contract Work is being performed. In addition to other penalties that may be applicable, Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on Contractor to the extent the Federal Government deems appropriate. Contractor also acknowledges that if it makes, or causes to me made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307 (n)(1)on the Contractor, to the extent the Federal Government deems appropriate. Contractor agrees to include the above clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. Page 310 FEDERAL REQUIRED SIGNATURES Offeror certifies compliance with all provisions, laws, acts, regulations, etc. as specifically noted in the pages above. It is further acknowledged that offeror agrees to comply with all federal, state, and local laws, rules, regulations and ordinances as applicable. Offeror Dell Marketing L.P. Address One Dell Way City/State/Zip Round Rock, Texas 78682 Authorized Signature � �/ Date 11 /16/2022 'To the best of my knowledge and belief. Page 311 ANTITRUST CERTIFICATION STATEMENTS TEXAS GOVERNMENT CODE § 2155.005 1 affirm under penalty of perjury of the laws of the State of Texas that: (1) 1 am duly authorized to execute this contract on my own behalf or on behalf of the company, corporation, firm, partnership or individual (Company) listed below; (2) In connection with this bid, neither I nor any representative of the Company has violated any provision of the Texas Free Enterprise and Antitrust Act, Tex. Bus. & Comm. Code Chapter 15; (3) In connection with this bid, neither I nor any representative of the Company has violated any federal antitrust law; and (4) Neither I nor any representative of the Company has directly or indirectly communicated any of the contents of this bid to a competitor of the Company or any other company, corporation, firm, partnership or individual engaged in the same line of business as the Company. Company Name Dell Marketing L.P. Address One Dell Way City/State/Zip Round Rock, Texas 78682 Telephone Number 512-720-7429 Fax Number n/a Email Address stacey.skala@ del l.corn Printed Name Stacey Skala Title Proposal Manager Authorized Signature � � Page 312 STATE NOTICE ADDENDUM The National Cooperative Purchasing Alliance (NCPA), on behalf of NCPA and its current and potential participants to include all county, city, special district, local government, school district, private K-12 school, higher education institution, state, tribal government, other government agency, healthcare organization, nonprofit organization and all other Public Agencies located nationally in all fifty states, issues this Request for Proposal (RFP)to result in a national contract. For your reference, the links below include some, but not all, of the entities included in this proposal: http://www.usa.gov/Agencies/State and Territories.shtml https://www.usa.gov/local-governments Page 313 Proposal Legal Notes Proposal Legal Notes Dell Technologies conducts operations through its subsidiaries and is the parent company to contracting legal entities Dell Marketing L.P. and EMC Corporation. The contents of this response, including all elements of proposed pricing, performance level agreements and any referenced terms and conditions, apply only to direct purchases with Dell Technologies. Terms &Conditions This proposal will remain valid for 120 days from the date of submission of the proposal. Final pricing and other legally binding contract terms must be agreed or confirmed between the parties. Dell is submitting this proposal subject to the exceptions to the REQUEST FOR PROPOSAL(RFP) FOR Technology Solutions, Products and Services, SOLICITATION NUMBER 45-22 (RFP)terms and conditions included herewith. Dell welcomes the opportunity to negotiate its exceptions and the terms and conditions to come to a mutually acceptable governing agreement with customer. Dell's submission of a proposal does not indicate acceptance of those RFP terms and conditions identified in our exceptions. If the RFP allows customer the discretion to reject a bid that takes exceptions to the RFP terms and conditions, Dell requests the opportunity to review and discuss its exceptions with customer further. Disclaimer This proposal (and information contained herein) is provided to you for information purposes only. Dell Technologies is not responsible for any errors or omissions relating to this proposal or that may occur as a result of the passage of time. In addition, Dell Technologies may improve or change this presentation or improve or change its products and service offerings from time to time, without updating this proposal. Please contact your sales representative for updates or additional information. Confidentiality This proposal (and information contained herein) is Dell Technologies Confidential Information, and your access and use are subject to and governed by the terms of your written nondisclosure agreement with Dell Technologies. In the absence of an applicable,written nondisclosure agreement between you and Dell Technologies, your access and use of this proposal (and information contained herein)shall be limited as follows: you will maintain the confidentiality of the Dell Technologies Confidential Information with at least the same degree of care that you use to protect your own confidential information, but no less than a reasonable degree of care under the circumstances; you may use the Dell Technologies Confidential Information only for the business transaction between you and Dell Technologies ("Purpose"); you may disclose Dell Technologies Confidential Information only to your employees who have a need to know the information for the Purpose and are legally bound by similar nondisclosure terms; and you will not disclose Dell Technologies Confidential Information to any other employee or to a third party. Note This information may be exempt from disclosure under open records and/or freedom of information act (foia)statutes and regulations. Dell reserves all rights available to it under applicable law to appeal any disclosure to a third-party accordingly. Dell Marketing L.P. 99 DQ4 LTechnologieS Page 314 Proposal Legal Notes Pricing Notes Dell will provide the minimum discounts for the offers described in the Discount Category Matrix on Tab 7. The discounts are applied to Dell's then current Manufacturer Suggested Retail Pricing (MSRP)and Dell reserves the right to change the MSRP (which would also change the discounted selling price)at any time to apply to future orders. Regardless of the Category in which they may be sold, Dell shall not be obligated to provide any discounts with respect to APEX-branded products or offerings. Dell maintains a Retail Price list online located at: http://ftpbox.us.dell.com/slg/weekly/dellpricereport.pdf. The Price List is updated weekly, is available for download from this site in lieu of hard copy distribution and excludes promotional offers. Systems configured and discounted by your Dell's Sales Representatives or through on-line stores and Premier Pages, are based upon then-current retail pricing and exclude promotional offers. Changes to retail prices are subject to Dell's discretion and generally take effect immediately, allowing us to provide price decreases and to introduce new products without waiting for a formal price list to be updated. Product Classifications and Categories may be changed by Dell without notice. Where a Dell-branded product is comprised of both hardware and services, the resulting Discount Off List percentage will reflect a blend of the contract discounts associated with the hardware and tied services components of that product. Where Dell sells third-party products on a"discount-off-list" basis and does not receive a list price from the manufacturer, Dell assigns a list price. Prices for custom services are agreed to through a separate Statement of Work and not included in the proposed prices herein. Where"discount off list", "cost plus", or "cost minus"calculations are used to determine pricing, Dell's standard discount product category list, product category or classification assignment for a particular product is subject to change by Dell and could affect pricing of that product. Pricing, if included, may be subject to change in the event of an industry wide material constraint or shortages, including but not limited to memory, or other manufacturing materials or components, or due to other factors beyond Dell Technologies' reasonable control. Products may be discontinued or revised (including components thereto)at any time without notice. Should the initial proposed product(s) be discontinued before the replacement product(s)reach price parity with initial product(s), Dell Technologies reserves the right to re-negotiate pricing. For global proposals utilizing Dell Technologies'currency exchange hedge rates, rates are updated quarterly and only valid for the current quarter from the proposal submission date. Dell Marketing L.P. 100 D�GLLTechnologieS Page 315 Tab-Appendices Tab - Appendices Included on the following pages: • Dell and the Environment • Dell's Diversity and Equal Employment Opportunity Policy • Dell Supplier Diversity Program • Dell Premier for IT Procurement Overview • Dell Limited Hardware Warranty Dell Return Policy Dell Financial Services Dell Marketing L.P. 101 D,24 LTechnologieS Page 316 Tab-Appendices Appendix A - Dell and the Environment Our Ability RRGf S�+ LYSHry} �hr We help our customers minimize their environmental impact by delivering energy- efficient products and easy, responsible electronics recycling. Irlmmgive Dengn Ow dae76ra cram mmine end n rnrrn makrc pradu;ls easy m use.easy oo-rep3F erld eery to owKia when alone. ReuseRRocyebnq ACCELERATING sustawableMarlels Fxlpolrq YMreFrecxrxl CIRCULARITY IF.vx3 rrK,1FK1/iax,rrse*i rgra VgfrolwkLM nrmrwk x}FxrxiK:o;;Nxl bid or Yro hrfs AQ micjFrjkmx lNnx add"4Cf11f M MAN 06 ulrft"r"IN 1w ixaxxairy We also aim to reduce environmental impacts throughout the sustainability life cycle. This approach means designing our products with the environment in mind,finding more eco-friendly ways to build and ship them, and working to reduce our collective footprint. Design Designing with the environment in mind from the very start ensures all Dell products and services help customers reduce their impact and meet their goals. Environmental Design Follow the Eco-label You want eco-friendly products without sacrificing performance or reliability. Instead of one eco-friendly product,we design all products with the environment in mind. We're committed to developing innovative products and services that help you do more while minimizing your environmental impact. All product design follows our Design for Environment specifications where we make choices that can minimize impact at each stage of the product life cycle. Also, a large number of Dell products are registered to ENERGY STAR and EPEAT eco-labels to make it easy for you to choose. Build Dell Marketing L.P. 102 D1Q*dA1-LTeehnoIogies Page 317 Tab-Appendices Building responsibly means our operations, and those of our supply chain, are committed to operating sustainably. It's good for business and good for the planet. Zero Waste Climate Change As a global citizen, Dell is committed to minimizing the impact that our operations, and those of our supply chain, have on the planet and the communities we live and work in. We believe it's possible to succeed in business without doing harm to the environment. Central to this idea is the practice of using resources responsibly. With energy,water,forestry resources and on the manufacturing floor, we avoid waste in all its forms and work with our supply chain to do the same.We strive to recycle them back into usefulness or to obtain them from renewable and sustainable sources. Additionally, we recognize that climate change is real and we all have a role to play in transition to a lower- carbon economy. Success is possible through a combination of global emissions reductions, efficiency improvements and a transition to renewable energy sources. To these ends,we have committed to measuring and reducing the impact of our own operations, including our supply chain, our own operations and the impact of our products and services. Ship From renewable packaging to smarter shipping, Dell takes an innovative, strategic approach to efficiently delivering products around the world every day. Packaging protects products. Shipping gets them where they need to go. Reducing that impact requires a strategic commitment to reducing waste by shrinking packaging, selecting renewable materials and striving to make our packaging recyclable, so it doesn't become a customer's waste problem. It also requires constant optimization of an expanding supply chain, always looking for the efficiencies that reduce trips and cut emissions, all while ensuring customer products arrive safely and on time. Use Every day, customers are using Dell products and services to help them reduce their environmental impact and achieve their sustainability goals. Whether to mitigate risk, create new opportunities, reduce operating costs or improve their brand, companies are looking to reduce their environmental footprint. Increasingly, our customers are realizing that technology can be a major driver of this transformation. But green IT—technology that itself leaves a smaller footprint—is not enough. We help our customers look at IT for green technology that enables them to address their sustainability goals and take control of their resources in a way that creates value. While better design will minimize environmental impact throughout a product's life cycle, the true measure of technology's power is how our customers use it to unleash new possibilities and change their world. Recycle Recycling is critical to helping drive sustainability, returning materials to usefulness.Around the globe,we offer easy, responsible recycling options. • Business Recycling • Dell Reconnect As technology is progressing quickly, e-waste is piling up in our offices and homes, or worse, our landfills. According to the Environmental Protection Agency, over 200 million pieces of computer-related a-waste are being generated annually. Yet, only approximately 18 percent is being recycled,which leaves over 150 million pieces of equipment in our landfills each year. Dell Marketing L.P. 103 LTechnologieS Page 318 Tab-Appendices To help prevent the environmental impacts of e-waste, Dell provides multiple hassle-free options for disposing your a-waste responsibly and keeping it out of our landfills either directly or through our partnerships. Dell's moonshot goal is that by 2030, for every product a customer buys, we will reuse or recycle an equivalent product. 100%of our packaging materials will be sourced from recycled-content or renewable materials. More than half of our product materials will be sourced from recycled-content or renewable materials. Dell Marketing L.P. 104 D�GLLTechnologies Page 319 Tab-Appendices Appendix B - Dell's Diversity and Equal Employment Opportunity Policy Diversity, inclusiveness and respect for all Dell employees form the basis of Dell's Winning Culture and are essential to Dell's success. Dell values each individual's distinct contribution and leverages our collective strengths to ensure that Dell remains the technology solutions company of choice for customers around the world. Dell is an Equal Opportunity Employer and Prohibits Discrimination and Harassment of Any Kind Dell is committed to the principle of equal employment opportunity for all employees and to providing employees with a work environment free of discrimination and harassment.All employment decisions at Dell are based on business needs,job requirements and individual qualifications, without regard to race, color, religion or belief, national, social or ethnic origin, sex(including pregnancy), age, physical, mental or sensory disability, HIV status, sexual orientation, gender identity and/or expression, marital, civil union or domestic partnership status, past or present military service,family medical history or genetic information, family or parental status, or any other status protected by the laws or regulations in the locations where we operate. Dell will not tolerate discrimination or harassment based on any of these characteristics. Dell's Commitment to a Workplace Free of Discrimination and Harassment is Far Reaching Dell's commitment to equal employment opportunity applies to all persons involved in the operation of Dell's business and prohibits discrimination or unlawful harassment by or between any Dell employee, including officers, supervisors and coworkers, or applicants for employment at Dell, or by or between any Dell employee and any employee of Dell's customers, independent contractors, vendors or other strategic partners.All employees are responsible for maintaining a work atmosphere free from discrimination and unlawful harassment by treating others with dignity and respect. Unlawful Harassment is Prohibited Unlawful harassment can take several forms, including verbal, visual or physical conduct that creates an offensive, hostile or intimidating work environment. Conduct that can contribute to unlawful harassment includes, but is not limited to: Verbal conduct such as epithets, derogatory jokes or comments, slurs or unwanted sexual advances, invitations or comments Visual conduct such as derogatory and/or sexually oriented posters, photography, cartoons, drawings or gestures Physical conduct such as assault, unwanted touching, blocking normal movement or interfering with work because of sex, race or any other protected characteristic Threats and demands for sexual favors as a condition of continued employment or to avoid some other loss, and offers of employment benefits in return for sexual favors Retaliation for having reported or threatened to report harassment Dell Employees Are Encouraged to Report Discrimination, Harassment, Retaliation or the Threat of Retaliation Dell employees who witness or believe they have been subjected to discrimination, harassment, retaliation or other inappropriate conduct are encouraged to report such conduct immediately in accordance with the Raising/Resolving Issues and Concerns section of the Code of Conduct. This includes, but is not limited to, contacting your manager, Human Resources representative,the Office of the Ombuds (if available), the Global or Regional Ethics Office, or the Ethics Helpline at 1-888-888-9975. All such reports will be investigated promptly and as confidentially as possible and appropriate corrective action will be taken. No employee who makes good faith reports of discrimination, harassment or retaliation will be subjected to reprisal or damage to their career, reputation or employment at Dell. Dell Marketing L.P. 105 D�GLLTechnologieS Page 320 Tab-Appendices Dell Strives to Reasonably Accommodate Its Employees Dell provides equitable treatment and reasonable accommodations for employees and applicants in accordance with federal, state and local laws. A reasonable accommodation for an employee with a disability may include modification of policies and procedures, an adjusted work schedule, special equipment or transportation, or other job modification to optimize the individual's job performance, if such accommodation does not result in an undue hardship to Dell's business. Individuals who desire a workplace accommodation under any applicable law may make a request for such an accommodation, preferably in writing, to the individual's supervisor or Human Resources representative. Enforcement and Potential Discipline Employees who violate this policy will be subject to disciplinary action, up to and including termination of employment from Dell. Revisions and Revocation This policy in no way constitutes a contract between Dell and any employee and may be revised or revoked at any time,with no advance notice. For more information regarding Dell's Diversity& Equal Employment Opportunity Policy please visit: http://www.dell.com/learn/ae/en/aecorpl/corp-comm/cr-equal-employment-opportunity Dell Marketing L.P. 106 D�GLLTechnologies Page 321 Tab-Appendices Appendix C - Dell Supplier Diversity Program Mission The mission of Dell Global Supplier Diversity is to deliver superior supplier performance through highly-qualified minority, women and small businesses to deliver technology solutions that enable people everywhere to grow and thrive.As part of our commitment to diversity, we source products and services from women and other diverse business owners globally. We measure our achievements in identifying and buying from those businesses that are owned, operated, managed, and controlled by women and others who are underrepresented. Action Dell develops strategic, sustainable relationships with a very diverse group of qualified suppliers. Our customers come from every nation, culture, and walk of life, and it's important that all aspects of our business reflect that same diversity. Why Supplier Diversity makes us Stronger • It supports both Dell and customer corporate social responsibility, vision and goals • It enables customers to satisfy federal, state and local diversity requirements • It demonstrates a commitment to the communities in which we live and work • It utilizes partnerships to capitalize on the demographic shift in minority populations Suppliers Diverse companies that meet Dell's procurement specifications and standards of excellence have an opportunity to partner with Dell in delivering quality products and services to Dell and its customers. The Billion Dollar Roundtable (BDR)recognizes corporations that have achieved spending of at least$1 billion with minority and women-owned suppliers. In FY20, we started the Supplier Diversity Development Program. Seven diverse suppliers participated in the FY20 program and paired with Supplier Diversity Champions that served as mentors. Our purpose is to drive diversity and inclusion within our supply chain by using prime, qualified and capable suppliers.We evaluate and qualify suppliers based on their ability to meet best in class cost, supply chain process, quality,technology, time to market, and service experience. Good faith efforts that Dell leverages within our supplier diversity program include: Sourcing suppliers with strong supplier diversity programs themselves Including supplier diversity language in contractual agreements Monitoring spend levels through reporting Providing feedback and recommendations on our supplier partnership community Culture Dell has developed a Supplier Diversity Structure which includes the development of Diversity Teams, Ambassadors and Champions. These diversity advocates engage and promote Supplier Diversity concepts within each of their business space ensuring a widespread success. Each business function has Dell Marketing L.P. 107 D�GLLTechnologieS Page 322 Tab-Appendices an associated Dell employee who acts as a champion on behalf of Dell and for customers. The Champion is the liaison between the diversity team and the business function with a mission of driving diverse spending and establishing diverse suppliers within their space.With this structure, Dell is able to extend our reach to all business functions within our company and these champions play a critical role in the success of our supplier diversity program. The Global Ambassador Program The objective of the Global Ambassador Program is to drive incremental growth of diverse spend beyond the United States in support of customer requirements. Similar to the role of Diversity Teams and Champions, Global Ambassadors' drive diverse spend outside of the U.S. and throughout supported global regions. To date, Dell has eight Ambassadors representing China, India, Central and Latin America, the United Kingdom, Australia, and Canada. These Ambassadors serve on advisory boards, encourage certification through global partners, and champion Dell's supplier diversity efforts globally. Affiliations Dell participates with the following diversity organizations in support of growth and development of small, minority and women-owned suppliers: National Minority Supplier Development Council (NMSDC) Southwest Minority Supplier Development Council (SMSDC) • Women's Business Enterprise National Council (WBENC) • Women's Business Council Southwest(WBCS) • Small Business Administration (SBA) • National Veteran Business Development Council (NVBDC) • National LGBT Chamber of Commerce(NGLCC) • Disability:IN • WEConnect International • Minority Supplier Development China (MSD) • Broad-based Black Economic Empowerment(South Africa) Outreach As part of our outreach program, Dell has a Supplier Diversity website which allows diverse suppliers to provide information about their company to us. This is uploaded to an online database which our purchasing organization can access to identify diverse suppliers with RFQ/RFI opportunities. The link for this website is Supplier Diversity Registration Survey(smartsheet.com) Dell Marketing L.P. 108 D�GLLTechnologieS Page 323 Tab-Appendices Appendix D - Dell Premier for IT Procurement Overview At Dell Technologies, we have always been at the forefront of technology. We have a strong and vast portfolio of products, expertise, and services. Over the past few years, however,the technology world as we know it has changed. We're living in the data era—a time where customers want to shop, learn and purchase products with just a few clicks.They expect their technology to know what they need before they know they need it. The vision to be the most essential technology company for the data era focuses our goals on how all our customers—from consumer to enterprise—buy for the better through our online platform. Dell Premier helps you save time and money, by shopping for your Dell products and solutions on a tailored site that streamlines purchasing and offers greater autonomy and control over your procurement ecosystem. The customization options for your Dell Premier portal page, enables you to fulfill your business needs throughout all phases of IT product ownership. Using Dell Premier, you can: • Shop a complete line of fully customizable business-class products, software &accessories. • Set company-wide standards for product configurations, custom services and shipping options and purchase at your organization's negotiated rate. • Prepare and save system configurations as an eQuote for repeat or future purchase at a later date. • Retrieve and purchase sales-created quotes • Purchase parts and upgrades for your existing hardware • Retrieve detailed invoice, open order and purchase history reports or build your own report. • Manage what users can see and do with defined access groups and user roles. • Access your personalized Account page to manage your day-to-day account needs, like your address book, user access levels, reporting, and more. Orders that are placed via Dell Premier write frictionless to Dell's order management system,which means our customers typically receive their orders quicker and with less errors. • You can also use the Dell Premier local online or global platform to integrate into your existing ERP or ITSM system. In short, Dell Premier makes the whole process of doing business with Dell easier and more cost-efficient. Product Catalog Offerings Dell Premier offers a number of product catalogs (including a custom catalog option)that will provide you access to systems, software and peripherals products at your negotiated pricing. Systems Catalog: This catalog offers the user access to Dell's entire line of products. • Software& Peripherals Catalog: This catalog offers the user access to thousands of accessories, software titles, parts, and upgrades. Standard Configurations: This catalog offers systems and/or software& peripherals that can be customized to show only the customer's agreed upon products at negotiated pricing. Both Systems catalog and standard configurations give you access to Dell Marketing L.P. 109 E14M LTechnologieS Page 324 Tab-Appendices Dell Smart Selection (Stocked): From your Premier page, you can easily order pre- configured systems by Dell experts based on customer insights. With Smart Selection, you get Dell's most popular business PCs with a simplified ordering process, accelerated delivery, and optional configuration services. Smart Selection systems are in stock and ready to ship. — Custom Build (Non-stocked): From your Premier page, you can easily order alternative configurations that meet your needs. eQuotes Shopping carts can be saved as eQuotes by any shopper and forwarded to an authorized buyer for review. With e-quote functionality: • End users configure and price their own systems • Managers or authorized buyers receive e-mail notification of saved e-quotes for review and approval • Time-consuming double-entry of order information and costly errors are reduced • Purchasing bottlenecks are diminished,while spending controls stay in place You can easily access and purchase eQuotes as well as Sales Quotes via your Dell Premier Page. eQuotes can be modified online prior to purchase. Sales Quotes are generated by a Dell Sales Representative and can be retrieved and purchased through Dell Premier. However, any modifications require Dell Sales Support. Turn sales quotes into orders quickly and easily. You can easily retrieve the quotes provided by your Dell Technologies account team, in addition to quotes that you create online, all on your secure Dell Premier portal. Get your orders underway online 24/7, leverage self-service to order your quotes, track all your Dell orders and even download your packing slips or invoices. Secure Online Ordering Secure online orders can be placed at any time through an intuitive, streamlined checkout process. Real time Order Tracking When placing an order via Dell Premier, automated email notifications keep you informed of your Dell order status. At any time, you can access the Online Order Status tool to check the status of your order and view a variety of options relating to current and past Dell purchases (up to two years). You can track orders placed via your Dell Premier page or via your Dell account team. Reporting Dell Premier provides easy access to comprehensive, up-to-date, and customizable data regarding all your Dell transactions. Its sophisticated reporting functionality is designed to help you to plan your purchasing, verify your payments, and manage your assets--all at the click of a mouse. Flexible options allow you to search and sort the information so it's most useful to you. Dell Marketing L.P. 110 D�GLLTechnologieS Page 325 Tab-Appendices Security and User Access Custom-defined access roles support your approval process and control unapproved buying. Dell Premier enables customization of what users can do and see. An employee's access is limited to the information and tools that they need, and the designated administrator in your organization can modify the access role of a user as needed. Your account team Information Dell Premier enables easy access to the right Dell contacts. Whenever you want to inquire about products or check prices or an order, your Dell Account Team representative is always standing by to take your call. Premier Notifications Center Our messaging center provides you with relevant and timely updates regarding your Dell Premier experience. • Get automatic notifications about: • standard configurations • order processing updates and delivery status • eQuote status changes • your Dell account team • Premier news including latest features ImageWatch You can sign up for Dell's ImageWatch service(NDA required) in Dell Premier to view information about technology changes. It provides a 6-months outlook on: Ready To Ship & End Of Marketing Life, for platforms, hardware and software. ImageWatch service can help you prepare a proactive procurement plan that incorporates future technology changes and minimizes their impact. Benefits: Proactive planning of product changes&transitions. • Global Standard Platforms(GSP)and their regional availability. • Ability to create and share product configurations between your company and your account teams. • Monitor&receive change notifications via dashboard views and on-demand e-mail alerts Accessibility Dell Technologies is committed to ensuring digital accessibility for people with disabilities.We are continually improving the user experience for everyone and applying the relevant accessibility standards. The commitment of Dell to diversity and to provide the best customer experience helps us to remain competitive in the marketplace. In Dell's ongoing efforts to strive for accessibility, Dell is committed to the principles and goals of the World Wide Web Consortium's Web Content Accessibility Guidelines (WCAG). Dell works toward the goal of meeting the Level AA criteria as set forth in the guideline. Dell Marketing L.P. 111 D�GLLTechnologieS Page 326 Tab-Appendices Support The Dell support site provides fast, flexible access to a comprehensive array of technical support resources. Designed for support technicians, helpdesk specialists, system engineers and IT managers, Premier Support provides fast access to the knowledge and solutions you need to help you efficiently. Double Down on Dell Premier We've got advanced solutions for your complex business needs. Are you a global customer? Make Dell Premier your one-stop-shop across global operations. Dell Premier offer a sophisticated answer for large-scale technology procurement. Customers with global operations can take advantage of a secure, personalized purchasing and support site that ensures efficient global purchase operations. Learn More Using an ERP System? Set up integration with Dell Premier. Seamlessly integrate your existing ERP system with Premier from catalog to checkout to delivery—eliminating errors and redundancy—with zero downtime!You can utilize your existing procurement system and leverage the features of Dell Premier when procuring IT such as detailed reporting, customizable solutions and centralized purchasing. Learn More Already using ITSM (IT Service Management)Software? Invest in decentralizing your purchasing process to make your workflow more efficient. With Dell API technology, you can extend the familiar benefits of your existing ITSM system—including ServiceNow and Remedy-to the Dell Premier purchasing environment. Free up your procurement team's time to focus on strategic initiatives. Learn More Maximizing your return on investment(ROI)and Economic Impact with Dell Premier Modernizing IT procurement saves time and money while improving employee productivity. According to the latest Forrester study, the four-year financial analysis based on the customer interviews and survey found that a composite organization experiences benefits of$1.76 million over 4 years vs costs of$444,0000, adding up to a net present value (NPV)of$1.32 million and an ROI of 297%. The research reveals that customers who use Dell Premier are able to get payback for their efforts in less than 6 months and able to enjoy: 1) A reduced 15% procurement team effort associated with IT hardware purchasing. 2) 1875 hours saved in time spent on device configuration annually. 3) And reduced purchase cost of$68 per device due to product standardization. Read the study and examine the potential return on investment(ROI)your company may realize by transforming IT procurement with Premier. What can Dell Premier save your organization? Create a personalized assessment and business case estimating the savings that Dell Premier can provide for your organization. Customer Stories UK Charity Versus Arthritis had an immediate need for a self-service portal in 2020.Versus Arthritis sent all 400 employees home to work when the COVID-19 Iockdown was announced in March 2020. While the Dell Marketing L.P. 112 D�GLLTechnologieS Page 327 Tab-Appendices charity already had flexible working arrangements in place, staff required additional technology to ensure the effectiveness and connectivity of their home office arrangements. Versus Arthritis needed to enable staff to order equipment direct to their homes rather than to its closed offices. The Dell Technologies account team consulted internal e-commerce experts and proposed a customized version of Dell Premier Procurement Portal. This solution is used by internal IT or procurement teams to order products from the Dell Technologies online catalogue. On the first day of operation the IT team checked and approved nearly 70 orders. In most cases equipment was delivered in 48-72 hours, compared with the 8-9 days it could have taken if bulk orders had been delivered to the head office and redirected to peoples' homes. • Versus Arthritis-Work From Anywhere with Dell Premier Dell Premier was essential in helping Arkema migrate its global e-procurement platform—this meant transferring all the integrated systems for its global suppliers.Arkema chose Dell Premier Procurement Integration and Dell Premier Global Procurement to modernize their online platform. This resulted to a quick and effective migration of their global procurement platform in 6 months and 95%of their IT purchases being automated. This particular customer was very happy with the work of the Dell Premier team. While some providers tend to wait and see how things turn out in this kind of project, the Dell Premier team was proactive, anticipating our needs and meeting all deadlines. • Arkema - Procurement Integration Dell Marketing L.P. 113 D�GLLTechnologieS Page 328 Tab-Appendices Dell Premier Page at a glance: Yrawb+ WEiCOW TO PREMIER, DISCOVERTHE NEW LOOK FOR PREMIER Modern Premier page designed with your needs in mind. 8 s.mw co�m�. arn� ame�snw �emo�u�eom�: Dell Marketing L.P. 114 D�GLLTechnologies Page 329 Tab-Appendices Standard Configurations Laptops&2-in-1 Desktops&All-in-Ones Workstations Servers,Storage& Dell Monitors&Projectors Accessories&Monitors Software Networking ADAPTIVE TECHNOLOGY Grow and transform your network Easily expand your capacity with uncomplicated and versatile virtualized storage. Learn More �U� Dell Marketing L.P. 115 D�GLLTechnologies Page 330 Tab-Appendices Appendix E - Dell Limited Hardware Warranty Limited hardware warranties Dell-branded hardware products purchased in the U.S. or Canada may come with a 90-day, 1-year, 2- year, 3-year,4-year, 5-year or other limited hardware warranty. Dell may offer different delivery methods for warranty service, including but not limited to parts and product dispatches, mail-in service and onsite/in-home service. Renewals and extensions of your limited hardware warranty may also be available after you purchase your product(s). To determine the warranty that came with your hardware product(s), or the warranty renewal or extension that you purchased, see your packing slip, invoice, receipt or other sales documentation. Some components of the hardware you purchased may have a shorter warranty than that listed on your packing slip, invoice, receipt or other sales documentation.Additional details related to warranty duration are listed below. What is covered by this limited hardware warranty? What is not covered by this limited hardware warranty? How long does this limited hardware warranty last? Important Notice Relating to Third Party Product What do I do if I need warranty service? What will Dell do? What if I purchased a service contract? May I transfer the limited hardware warranty? Dell Printer Consumables Limited Warranties Limited Lifetime Warranty for Dell-branded tape media What is covered by this limited hardware warranty? This limited hardware warranty covers defects in materials and workmanship in your Dell-branded hardware products, including Dell-branded peripheral products. What is not covered by this limited hardware warranty? This limited hardware warranty does not cover: • Software, including without limitation, the operating system and software added to the Dell- branded hardware products through our factory-integration system, third-party software or the reloading of software • Non Dell-branded products and accessories • Problems that result, directly or indirectly, from: • External causes such as accident, abuse, misuse or problems with electrical power. • Servicing not authorized by Dell. • Usage that is not in accordance with product instructions. Dell Marketing L.P. 116 D�GLLTechnologies Page 331 Tab-Appendices • Failure to follow the product instructions or failure to perform preventive maintenance. • Using accessories, parts or components not supplied by Dell. • Commercial hardware products that use, or in which have been installed, products or components that have not been provided by Dell. • Products with missing or altered service tags or serial numbers • Products for which Dell has not received payment • Normal wear and tear FOR COMMERCIAL CUSTOMERS(INCLUDING SMALL,MEDIUM AND LARGE BUSINESS AND GOVERNMENT AND PUBLIC SECTOR CUSTOMERS)AND RESELLERS.This paragraph applies if you purchase Dell products for resale or for commercial or professional purposes. DELL'S RESPONSIBILITY FOR DEFECTS IN MATERIALS OR WORKMANSHIP IS LIMITED TO REPAIR OR REPLACEMENT OF THE PRODUCT AS SET FORTH IN THIS WARRANTY STATEMENT. EXCEPT FOR THE LIMITED WARRANTY EXPRESSLY STATED ABOVE FOR DELL-BRANDED PRODUCTS, DELL PROVIDES NO WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OR CONDITION (1)OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, SUITABILITY OR NONINFRINGEMENT; (2) RELATING TO ANY THIRD-PARTY PRODUCT OR SOFTWARE; OR(3) REGARDING THE RESULTS TO BE OBTAINED FROM THE PRODUCT OR SOFTWARE. DELL EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS NOT STATED IN THIS LIMITED WARRANTY. THIS LIMITED HARDWARE WARRANTY MAY BE VOIDED BY DELL,AT DELL'S SOLE DISCRETION, IF THIRD PARTY PRODUCTS THAT WERE NOT PROVIDED BY DELL ARE INSTALLED ON YOUR DELL SYSTEM. FOR CONSUMERS.This section applies if you purchase Dell products that are normally used for personal, family or household purposes. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE, PROVINCE TO PROVINCE OR JURISDICTION TO JURISDICTION. DELL'S RESPONSIBILITY FOR MALFUNCTIONS AND DEFECTS IN HARDWARE IS LIMITED TO REPAIR OR REPLACEMENT AS SET FORTH IN THIS WARRANTY STATEMENT. FOR ANY INCIDENT COVERED BY THIS DELL LIMITED HARDWARE WARRANTY, YOU MUST USE DELL-PROVIDED PARTS AND PRODUCTS, WHICH DELL WILL PROVIDE TO YOU FOR NO ADDITIONAL CHARGE. Dell Marketing L.P. 117 D4LTechnologieS Page 332 Tab-Appendices TO THE EXTENT NOT PROHIBITED BY LAW IN YOUR STATE, PROVINCE, JURISDICTION OR COUNTRY, THIS WARRANTY AND THE REMEDIES SET FORTH ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, REMEDIES AND CONDITIONS, WHETHER ORAL, WRITTEN, STATUTORY, EXPRESS OR IMPLIED. EXCEPT FOR THE EXPRESS WARRANTIES CONTAINED IN THIS WARRANTY STATEMENT AND TO THE EXTENT NOT PROHIBITED BY LAW, DELL DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES AND CONDITIONS AGAINST HIDDEN OR LATENT DEFECTS. SOME STATES, PROVINCES, JURISDICTIONS OR COUNTRIES DO NOT ALLOW DISCLAIMERS OF IMPLIED WARRANTIES AND CONDITIONS, SO THIS DISCLAIMER MAY NOT APPLY TO YOU. TO THE EXTENT SUCH WARRANTIES AND CONDITIONS CANNOT BE DISCLAIMED UNDER THE LAWS OF THE UNITED STATES, CANADA(AND ITS PROVINCES) OR OTHERWISE, DELL LIMITS THE DURATION AND REMEDIES OF SUCH WARRANTIES AND CONDITIONS TO THE DURATION OF THIS EXPRESS LIMITED WARRANTY (AS REFLECTED ON YOUR PACKING SLIP, INVOICE, RECEIPT OR OTHER SALES DOCUMENTATION)AND, AT DELL'S OPTION, THE REPAIR OR REPLACEMENT SERVICES DESCRIBED BELOW. SOME STATES, PROVINCES, JURISDICTIONS OR COUNTRIES MAY NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY OR CONDITION MAY LAST, SO THE LIMITATION DESCRIBED ABOVE MAY NOT APPLY TO YOU. NO WARRANTIES OR CONDITIONS, WHETHER EXPRESS OR IMPLIED, WILL APPLY AFTER THE LIMITED WARRANTY PERIOD HAS EXPIRED. SOME STATES, PROVINCES, JURISDICTIONS OR COUNTRIES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY OR CONDITION LASTS, SO THIS LIMITATION MAY NOT APPLY TO YOU. WARRANTY SUPPORT ONLY APPLIES WHEN THE COVERED PRODUCT IS LOCATED WITHIN THE COUNTRY IN WHICH DELL ORIGINALLY SOLD THE SYSTEM, AS REFLECTED IN DELL'S RECORDS. IF YOU NEED SUPPORT FOR THE PRODUCT OUTSIDE OF THE COUNTRY OF ORIGIN (FOR EXAMPLE, WHILE TRAVELING, OR IF THE SYSTEM HAS BEEN RELOCATED TO A NEW COUNTRY), THEN DELL MAY OFFER YOU OTHER SUPPORT OPTIONS FOR AN ADDITIONAL CHARGE. ADDITIONAL TERMS FOR U.S.CONSUMERS. IF YOU CANCEL ANY RENEWED, EXTENDED Dell Marketing L.P. 118 D,24 LTechnologieS Page 333 Tab-Appendices OR ENHANCED WARRANTY WITHIN THIRTY (30) DAYS OF RECEIPT OF THIS WARRANTY, YOU WILL RECEIVE A FULL REFUND IF NO CLAIMS HAVE BEEN MADE AGAINST THE WARRANTY. IF ANY CLAIM HAS BEEN MADE AGAINST THE WARRANTY, THEN YOU WILL RECEIVE A PRO-RATA REFUND BASED ON THE RETAIL VALUE OF ANY SERVICE PERFORMED. IF YOU CANCEL THIS WARRANTY AFTER THIRTY (30) DAYS OF YOUR RECEIPT OF THIS WARRANTY, YOU ARE ENTITLED TO A PRO-RATA REFUND AS FOLLOWS: REFUND = THE TOTAL PRICE MINUS THE FOLLOWING: (A)THE VALUE ATTRIBUTABLE TO THE PORTION OF THE RENEWED, EXTENDED OR ENHANCED WARRANTY ALREADY USED (CALCULATED BASED ON THE PERCENTAGE OF DAYS OF THE RENEWED, EXTENDED, OR ENHANCED TERM THAT ALREADY HAVE BEEN USED PRIOR TO OUR RECEIVING NOTICE OF YOUR CANCELLATION); (B) 0.1 MULTIPLIED BY THE TOTAL PRICE; AND (C)THE COST OF ANY REPAIR OR REPLACEMENT PROVIDED TO YOU BEFORE CANCELLATION. FOR ALL CUSTOMERS.WE DO NOT ACCEPT LIABILITY BEYOND THE REMEDIES PROVIDED FOR IN THIS LIMITED HARDWARE WARRANTY,AND WE DO NOT ACCEPT LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, FOR THIRD-PARTY CLAIMS AGAINST YOU FOR DAMAGES, FOR PRODUCTS NOT BEING AVAILABLE FOR USE, OR FOR LOST OR DAMAGED DATA OR SOFTWARE. DELL DOES NOT WARRANT THAT THE OPERATION OF ANY DELL PRODUCT WILL BE UNINTERRUPTED OR ERROR FREE. OUR LIABILITY WILL BE NO MORE THAN THE AMOUNT YOU PAID FOR THE SPECIFIC PRODUCT THAT IS THE SUBJECT OF A CLAIM. THIS IS THE MAXIMUM AMOUNT FOR WHICH WE ARE RESPONSIBLE. SOME STATES,PROVINCES,JURISDICTIONS OR COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES,SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. How long does this limited hardware warranty last? This limited hardware warranty lasts for the time period indicated on your packing slip, invoice or receipt except for the following Dell-branded hardware: • All variants of ioDrive®NAND Flash devices carry the length of the limited hardware warranty coverage for the Dell system with which the ioDrive NAND Flash device is shipped. ioDrive NAND Flash devices are not eligible for purchase of extended warranty coverage beyond a total of 5 years of coverage from the original shipment date.Additionally, ioDrive NAND Flash devices use a silicon technology that has a maximum number of physical bytes that can be written to the device(the Rated Life). The applicable limited hardware warranty covers failures due to defects in workmanship and/or materials, but does not cover problems related to the device reaching its maximum Rated Life. ioDrive is a registered trademark of Fusion-io. • As part of standard portable configuration, batteries carry a base 1-year limited hardware warranty regardless of the length of the system warranty. In addition, for some products, a customer has the option of purchasing a battery that comes with a 3-year limited hardware warranty. Dell Marketing L.P. 119 D4LTechnologieS Page 334 Tab-Appendices • The warranty for a print head that is included as original equipment in the Dell mobile printer is for parts only and is effective for a period of 1-year after the date of purchase of the printer or 1000 prints of printer usage, whichever occurs first. • Your series 5, 6 or 7 PowerEdgeTm RAID Controller(PERC) battery may provide up to 72 hours of controller cache memory backup power when new. Under the 1-year limited hardware warranty, we warrant that the battery will provide at least 24 hours of backup coverage during the 1-year limited hardware warranty period. Service offerings, such as Dell ProSupport TM, Dell ProSupport Plus and Dell ProSupport Flex services, may be available to provide longer service periods for an additional fee. • Your Series 8/9 PERC controller battery comes with a 3-year limited hardware warranty,which cannot be extended beyond 3 years. Service offerings, such as Dell ProSupport TM, Dell ProSupport Plus and Dell ProSupport Flex services, may be available to provide longer service periods for an additional fee. • Projector lamps carry a 1 year limited hardware warranty. • Dell-certified and Dell-branded memory purchased separately from a Dell system (Dell-certified memory)carries a lifetime limited hardware warranty. • The limited hardware warranty for monitors purchased independent of a system lasts for the time period indicated on your packing slip, invoice, receipt or other sales documentation. Monitors purchased with a system are covered by the system limited hardware warranty. • The limited hardware warranty for a Dell external hard disk drive purchased simultaneously with a laptop, desktop, tablet or thin client PC lasts for the longer of(a)2 years; or(b)the duration of the system's limited hardware warranty. • Earphones and remote in-line controls carry a 1-year limited hardware warranty. • Other add-on hardware carries longer hardware warranty of either a 1-year limited hardware warranty for new parts and a 90-day limited hardware warranty for reconditioned parts or, for both new and reconditioned parts, the remainder of the warranty for the Dell product on which such parts are installed. • Serial ATA(SATA) hard drives in PowerEdge and PowerVaultTM systems carry a 1-year limited hardware warranty, independent of system warranty. Service offerings, such as Dell ProSupport TM, Dell ProSupport Plus and Dell ProSupport Flex services may be available to provide longer service periods for the SATA hard drive for an additional fee. • Select PowerConnectTM products: the PowerConnect 2800 series, the PowerConnect 3500 series, the PowerConnect 5500 series, the PowerConnect 6200 series,the PowerConnect 7000 series, the PowerConnect 8000 series and the PowerConnect 8100 series and select Dell Networking products: Dell Networking X1000 and X4000 series;the N1000, N2000, N3000 and N4000 series and the S3100 series are covered by the lifetime limited hardware warranty. These products carry a lifetime limited hardware warranty with Basic Hardware Service(repair or replacement)for as long as you own the product. Repair or replacement support for any Dell Networking product with limited lifetime warranty does not include configuration or configuration assistance, or other advanced service and support provided by Dell ProSupport Services. The warranty does not apply to products purchased before first announcement in Spring 2011. Dates vary by region. Contact customer service to verify if your product qualifies. See dell.com/LifetimeWarranty for more details. • Select PowerConnect products carry an Extended Life Limited Hardware Warranty with Basic Hardware Service,which extends until 5 years after end of product model sales, subject to the specific clarifications and limitations listed below. The Extended Life Limited Hardware Warranty does not include configuration or other advanced service provided by Dell ProSupport TM. The Extended Life Limited Hardware Warranty is not transferrable. Clarifications and limitations pertaining to products with Extended Life Limited Hardware Warranty • B-Series FCX/FCXs—Internal power supply and fans are covered; however,warranty excludes removable optics and LEDs. Dell Marketing L.P. 120 D�GLLTechnologieS Page 335 Tab-Appendices •J-Series EX4200—Warranty does not include optics and limits fan and power supply to 5 years from date of purchase. •W-Series Access Points:W-AP92/93/93H, W-IAP92/93, W-AP104/105, W-IAP105, W- AP124/125, W-AP134/135, W-IAP134/135—Warranty limits any power supply, antennae or accessories to 1 year from date of purchase. • Enterprise SATA value/mix use solid-state drives(SSDs), enterprise SATA read intensive SSDs and slim SATA SSDs are not eligible for purchase of extended warranty coverage beyond 3 years, unless purchased with a separate service offering, such as Dell ProSupportTM, Dell ProSupport Plus or Dell ProSupport Flex services, which may be available to provide longer service periods for an additional fee. • Dell power distribution units (PDUs)and keyboard/monitor/mouse consoles (KMMs) purchased independent of a system carry a 1-year limited hardware warranty. Dell PDUs and KMMs purchased with a system are covered by the greater of 3 years or the term of the system limited hardware warranty. • All variants of PowerEdge Express Flash PCI Express (PCIe)SSD devices carry the length of the limited hardware warranty coverage for the Dell system with which the PowerEdge Express Flash PCIe SSD device is shipped. PowerEdge Express Flash PCIe SSD devices are not eligible for purchase of extended warranty coverage beyond a total of 5 years of coverage from the original shipment date unless purchased with a separate service offering, such as Dell ProSupportTA4, Dell ProSupport Plus or Dell ProSupport Flex services.Additionally, PowerEdge Express Flash PCIe SSD devices use a silicon technology that has a maximum number of physical bytes that can be written to the device (the Device Life). The applicable limited hardware warranty covers failures due to defects in workmanship and/or materials, but does not cover problems related to the device reaching its maximum Device Life. • Except for SAS solid-state drives (SSDs) used in PS Series and SC Series products, enterprise SATA, SAS and NVMe SSDs are not eligible for purchase of extended warranty coverage beyond 3 years from the original shipment date, unless purchased with a separate service offering, such as Dell ProSupportTM, Dell ProSupport Plus or Dell ProSupport Flex services, which may be available to provide longer service periods for an additional fee.All such devices have a maximum number of physical bytes that can be written to the device (the Device Life). The applicable limited hardware warranty covers failures due to defects in workmanship and/or materials, but does not cover problems related to the device reaching its maximum Device Life. The limited hardware warranty on all Dell-branded products purchased directly from Dell begins on the date of the packing slip, invoice, receipt or other sales documentation. For products purchased from third- party retailers or resellers, the limited hardware warranty begins on the date of your original sales receipt. The warranty period is not extended if we repair or replace a warranted product or any parts. Dell may change the availability of limited hardware warranties, at its discretion, but any changes will not be retroactive. Important Notice Relating to Third Party Product Dell cannot guarantee the authenticity of the products, limited warranties, service or support, or the accuracy of the listings of products you purchase from a third party. In some cases, such as with battery packs and power adapters, use of third party product may pose an increased risk of reliability or safety issues, including increased risk of fire or explosion. This limited hardware warranty does not cover issues caused by installation or use in a Dell system of any third party product that was not provided by Dell. For Commercial customers, this limited hardware warranty may be voided by Dell, at Dell's sole discretion, if Dell Marketing L.P. 121 D�GLLTechnologieS Page 336 Tab-Appendices you install or use in a Dell system any third party product that was not provided by Dell. What do I do if I need warranty service? Before contacting Dell, please try one or more of the following: 1. Ensure that you have installed any updates or resolved any issues identified by the monitoring, diagnostic, and proactive support tools such as Dell SupportAssist that are installed on your product. Dell SupportAssist may also be available for download onto your product if it is not already installed.Visit dell.com/supportassist for download files and resources; 2. Access dell.com/support for troubleshooting advice and directions on running hardware diagnostics; and 3. Consult your Owner's Manual. If you need additional assistance, then, before the warranty expires, please use one of the following support options to contact Dell or our authorized representatives: 1. Online: Online, chat and other forms of remote support may be available. Contact information is available at dell.com/support 2. Telephone support requests: Contact information is included in the table below. Long distance telephone carrier charges may apply. Please also have your Dell Service Tag or order number available when you contact Dell. If you purchased through a retailer(not directly from Dell), you may be required to provide Dell with your original sales receipt from your purchase to receive any warranty service from Dell. If you purchased through Best Buy, you must have all original sales receipts from your purchase to receive any warranty service at a Best Buy store. For Canada, if you purchased through Future Shop, you must have all original sales receipts from your purchase to receive any warranty service at a Future Shop store. Contact Web Web Support Dell Marketing L.P. 122 D,24 LTechnologieS Page 337 Tab-Appendices Contact Phone(U.S. Only) Service Desk (U.S. Only) Individual Home U.S. Only Consumers: Hardware Warranty 1-800-624-9896 Support Customer Service 1-800-624-9897 Best Buy Customers Carry your Dell notebook, Dell desktop or Dell monitor purchased with a Dell desktop into any Best Buy store. Visit bestbuv.com to locate the nearest Best Buy store. Wireless Service 1-800-308-3355 Provider Your wireless service provider may also be able to provide hardware warranty service on your Dell smartphone or tablet. Individual Home Consumers who purchased through an Employee Purchase Program: Hardware Warranty 1-800-822-8965 Support and Customer Service Home and Home Office Customers: Hardware Warranty 1-800-456-3355 Support and Customer Service Small, Medium, Large or Global Commercial Customers, Healthcare Customers and Value-Added Resellers (VARs): Support and 1-800-822-8965 Customer Service Government and Education Customers: Dell Marketing L.P. 123 D,24 LTechnologieS Page 338 Tab-Appendices Support and 1-800-234-1490 Customer Service Dell-Certified Memory 1-800-BUY-DELL AlienwareTM Hardware Warranty 1-800-ALIENWARE Support and Customer Service Contact Phone(Canada Only) Individual Home Consumers, 1-800-847-4096 Home-Office: All Business, Government, 1-800-387-5757 Education Customers and Value-Added Resellers (VARs): Best Buy Customers Carry your Dell notebook, Dell desktop or Dell monitor purchased with a Dell desktop into any Best Buy store.Visit bestbuy.ca to locate the nearest Best Buy store. Future Shop Customers Carry your Dell notebook, Dell desktop or Dell monitor purchased with a Dell desktop into any Future Shop store. Visit futureshop.ca to locate the nearest Future Shop store. What will Dell do? Upon contacting Dell, you will be required to engage in a remote diagnosis session to help determine the cause of your issue. Remote diagnosis may involve customer access to the inside of the product and multiple or extended sessions. If Dell determines that your issue is the result of a defect in materials or workmanship but the issue is not able to be resolved remotely, Dell, at its sole discretion, may dispatch a replacement part to you, arrange for you to send your product or defective part back to Dell's repair depot or replace the part or product with a comparable part or product that may be new or refurbished. If the Dell Limited Hardware Warranty for your product includes onsite/in-home warranty service,then Dell may also elect to dispatch a service technician to your location to perform the repair or replacement(see Important Information about Onsite/In-Home Warranty Service After Remote Diagnosis below). Dell Marketing L.P. 124 D�GLLTechnologieS Page 339 Tab-Appendices If your limited hardware warranty has expired or if we determine that the problem is not covered under this limited hardware warranty,we may be able to offer you service alternatives on a fee basis. We use new and refurbished parts made by various manufacturers in performing warranty repairs and in building replacement parts and products. Refurbished parts and products are parts or products that have been returned to Dell, some of which were never used by a customer.All parts and products are inspected and tested for quality. Replacement parts and products are covered for the remaining period of the limited hardware warranty for the product you purchased. Dell owns all parts removed from repaired products and, in most instances, you will be required to return defective parts to Dell. Dell may use authorized representatives to provide any of the technical support or repair services under this limited hardware warranty. Important information about returnin,2 products to Dell for repair or replacement: For Mail-in Service: Customer supplies box,pays shipping: Upon a determination by Dell that your product should be returned to Dell for repair or replacement, we will issue a Return Material Authorization (RMA) number that you must include with your return.You must return the product to us in its original or equivalent packaging, prepay shipping charges and insure the shipment or accept the risk if the product is lost or damaged in shipment, which could void warranty coverage as customer-induced damage. We will return the repaired or replacement product to you. We will pay to ship the repaired or replaced product to you if you use an address in the United States (excluding Puerto Rico and U.S. possessions and territories)or in Canada (in respect of systems registered in Canada). Otherwise,we will ship the product to you freight collect. For Mail-in Service: Customer supplies box,Dell pays shipping: Upon a determination by Dell that your product should be returned to Dell for repair or replacement, shipping instructions will be provided to you. You must package the product in its original or equivalent packaging and call the carrier designated on your shipping instructions to arrange a pickup time or, at your convenience, you may take the adequately packaged product to a designated carrier pick up location.As long as you follow our shipping instructions, we will pay standard shipping charges for shipping the product in for repair and for shipping it back to you if you use an address in the United States (excluding Puerto Rico and U.S. possessions and territories)or in Canada (in respect of systems registered in Canada). Otherwise, we will ship the product to you freight collect. For Mail in Service:Dell supplies box and pays shipping: Upon a determination by Dell that your product should be returned to Dell for repair or replacement, packaging, shipping instructions and a prepaid shipping waybill will be sent to you. Upon receipt of the shipping supplies, you must package the product in the material required and call the carrier designated on your shipping instructions to arrange a pickup time.As long as you follow our shipping instructions,we will pay standard shipping charges for shipping Dell Marketing L.P. 125 D�GLLTechnologies Page 340 Tab-Appendices the product in for repair and for shipping it back to you if you use an address in the United States (excluding Puerto Rico and U.S. possessions and territories)or in Canada (in respect of systems registered in Canada). Otherwise,we will ship the product to you freight collect. When you contact us regarding certain products,we may offer to ship you a replacement product prior to receiving your original product back. In such instance,we may require a valid credit card number at the time you request a replacement product.We will not charge or invoice you for the replacement product as long as you return the original product to us within 10 days of your receipt of the replacement product and we confirm that your product issue is covered under this limited hardware warranty. If we do not receive your original product within 10 days, we will charge your credit card or invoice you for the then-current standard price for the product. If upon receipt of your original product,we determine that your product issue is not covered under this limited hardware warranty, you will be given the opportunity to return the replacement unit, at your sole expense,within 10 days from the date we contact you regarding the lack of coverage for your issue or we will charge to your credit card or invoice you the then-current standard price for the product. In addition, if you fail to pay Dell the amounts, Dell may suspend your limited hardware warranty support until the applicable amount is paid.A suspension of your limited hardware warranty for failure to properly return a product or to pay an amount charged for such failure to return a product will not toll the term of your limited hardware warranty and the limited hardware warranty will still expire in accordance with its original term. NOTE:Before you ship the product(s)to us,make sure to back up the data on the hard drive(s)and any other storage device(s)in the product(s).You are responsible for removing any confidential,proprietary or personal information and removable media such as storage cards or devices,DVDs/CDs or PC Cards regardless of whether a technician is also providing in-home or onsite assistance.We are not responsible for any of your confidential,proprietary or personal information;lost or corrupted data; data or voice charges incurred as a result of failing to remove all SIM cards;or damaged or lost removable media.Please,only include the product components requested by Dell. Important information about part dispatches by Dell: For some issues, Dell may dispatch a new or refurbished part for you to replace a defective part, if we agree that the defective part needs to be replaced. You must return the defective part to Dell. When you contact us,we may offer to ship you a replacement part prior to receiving your original part back. In such instances, we may require a valid credit card number at the time you request a replacement part. We will not charge or invoice you for the replacement part as long as you return the original part to us within 10 days of your receipt of the replacement part. Failure to timely return the defective part to Dell in accordance with the written instructions provided with the replacement part may result in the suspension of your limited hardware warranty support or a charge to your credit card or invoice in the amount of the then-current standard Dell price for that part.A suspension of your limited hardware warranty for failure to properly return a part will not toll the term of your limited hardware warranty and the limited hardware warranty will still expire in accordance with its original term. Dell Marketing L.P. 126 D�GLLTechnologies Page 341 Tab-Appendices We will pay to ship the part to you if you use an address in the United States (excluding Puerto Rico and U.S. possessions and territories)or in Canada (in respect of systems registered in Canada). Otherwise, we will ship the part freight collect. We will also include a prepaid shipping container with each replacement part for your use in returning the replaced part to us. NOTE:Before you replace parts,make sure to back up the data on the hard drive(s)and any other storage device(s)in the product(s).You are responsible for removing any confidential,proprietary or personal information and removable media such as storage cards or devices,DVDs/CDs or PC Cards regardless of whether a technician is also providing in-home or onsite assistance.We are not responsible for any of your confidential,proprietary or personal information;lost or corrupted data; data or voice charges incurred as a result of failing to remove all SIM cards;or damaged or lost removable media.When returning parts to Dell, please only include the product components requested by Dell. Important information about Onsite/In-Home Warranty Service After Remote Diagnosis: If the Dell Limited Hardware Warranty for your product includes onsite/in-home warranty service, then if Dell determines that your issue is covered under this limited hardware warranty and your problem cannot be resolved remotely or, if applicable, by dispatching a part or replacement product to you,then Dell may dispatch a service technician to your location within the United States (including Puerto Rico, but excluding the other U.S. possessions and territories)or in Canada (in respect of systems registered in Canada). Please tell the technician the full address of your system's location. Both the performance of service and service response times depend upon the time of day your request is received by Dell, the service alternative you purchased, parts availability, geographical restrictions, weather conditions and the terms of this limited hardware warranty.An adult must be present at all times during the service technician's visit.You must grant the service technician full access to the system and (at no cost to Dell) have working space, electricity and a local telephone line. If these requirements are lacking, Dell is not obligated to provide service. In addition, Dell is not obligated to provide service if you fail to provide an environment that is conducive to computer repair, including for example, if you insist on service to be provided at varying locations, if you fail to properly restrain a pet, if you threaten our technician either verbally or physically, or if your location or the general area where the system is located is dangerous, infested with insects, rodents, pests, biohazards, human or animal excrement and/or chemicals as reasonably determined to be unsafe by our technician. If you or your authorized representative is not at the location when the service technician arrives, the service technician will not be able to service your system and you may be charged an additional amount for a follow-up service call. If Dell determines that your system needs a replacement part, you authorize the on-site technician to act as your service agent to handle the delivery and return of the warranty parts necessary to render on-site repairs. You may incur a charge if you fail to allow the on-site technician to return nonworking/unused units/warranty parts to Dell. What if I purchased a service contract? Dell Marketing L.P. 127 D�GLLTechnologieS Page 342 Tab-Appendices If your service contract is with Dell, service will be provided to you under the terms of the service agreement. Please refer to that contract for details on how to obtain service. If you purchased through us, a service contract with a third-party service provider, please refer to that contract for details on how to obtain service. See dell.com/servicecontracts for more details. May I transfer the limited hardware warranty? Limited hardware warranties on systems may be transferred if the current owner transfers ownership of the system and records the transfer with us. The limited hardware warranty on Dell-certified memory may not be transferred. For U.S. customers, you may record your transfer by going to Dell's website: Customer Type: U.S. Ownership Transfer Website: Home and Home //support.dell.com/support/topics/global.aspx/support/change order/tag trans Office: fer?c=us&cs=19&1=en&s=dhs&-ck=mn Small and Medium //support.dell.com/support/topics/global.aspx/support/change order/tag trans Business: fer?c=us&cs=04&1=en&s=bsd&-ck=mn Large Enterprise: //support.dell.com/support/topics/global.aspx/support/change order/tag trans fer?c=us&cs=555&1=en&s=biz&-ck=mn Federal Government: //support.dell.com/support/topics/global.aspx/support/change order/tag trans fer?c=us&cs=RC 1009777&1=en&s=fed&—ck=mn State and Local //support.dell.com/support/topics/global.aspx/support/change order/tag trans Government: fer?c=us&cs=RC978219&1=en&s=slq&—ck=mn Higher Education: //support.dell.com/support/topics/global.aspx/support/change order/tag trans fer?c=us&cs=RC956904&1=en&s=hied&—ck=mn K-12 Education: //support.dell.com/support/topics/global.aspx/support/change order/tag trans fer?c=us&cs=RC 1084719&1=en&s=kl 2&—ck=mn Healthcare: //support.dell.com/support/topics/global.aspx/support/change order/tag trans fer?c=us&cs=RC968571&1=en&s=hea&--ck=mn For Canadian customers, you may record your transfer by going to Dell's Canadian website: //www.dell.com/support/retail/ca/en/cadhs1/ownershiptransfer/IdentifySystem?—ck=mn Dell Marketing L.P. 128 D�GLLTechnologies Page 343 Tab-Appendices If you do not have internet access, call your customer care representative or call 1-800-624-9897. All requests to transfer ownership are at Dell's sole discretion. All such transfers will be subject to the terms and conditions of the original service or limited hardware warranty agreement and Dell's applicable terms and conditions of sale located at dell.com/terms (for U.S. customers), dell.ca/terms (for Canadian customers—English)or dell.ca/conditions (for Canadian customers—French). Dell cannot guarantee the authenticity of the products, limited warranties, service or support, or the accuracy of the listings of products you purchase from a third party. Dell Printer Consumables Limited Warranties The following sections describe the limited warranty for Dell-branded printer consumables (ink cartridges, toner cartridges, photo print packs and photo paper)for the U.S., Canada and Latin America. Refer to the appropriate limited warranty accordingly. Consumables Limited Warranty(U.S.and Canada Only) Dell ink Dell warrants to the original purchaser of genuine Dell-branded ink cartridges that they will be free from defects in material and workmanship for two years beginning on the date of invoice. Toner Dell warrants to the original purchaser of genuine Dell-branded toner cartridges that they will be free from defects in material and workmanship for the life of the cartridge under normal use and storage conditions. Lifetime toner warranty applies to the original toner only and does not apply to refilled or remanufactured toner cartridges. Dell paper Dell warrants to the original purchaser of genuine Dell Premium Photo Paper and photo print packs that they will be free from defects in material and workmanship for 90 days beginning on the date of invoice. If any of these products prove defective in either material or workmanship,they will be replaced without charge during the limited warranty period if returned to Dell. You must first call our toll-free number to get your return authorization. In the U.S., call 1-800-822-8965; in Canada, call 1-800-387-5757. If we are not able to replace the product because it has been discontinued or is not available,we will either replace it with a comparable product or reimburse you for the cartridge purchase cost, at Dell's sole option. This limited warranty does not apply to product damage resulting from misuse, abuse, accident, cartridge refilling or remanufacturing by customer, neglect, mishandling or incorrect environments. Limited Lifetime Warranty for Dell-branded tape media Dell warrants to you, the end-user customer, that this product will be free from defects in material and workmanship for the lifetime of the product, if it is properly used and maintained. If this product proves Dell Marketing L.P. 129 D�GLLTechnologieS Page 344 Tab-Appendices defective in either material or workmanship, Dell, at its option,will (a) repair the product, (b)replace the product or(c)refund the purchase price of the product, provided that the product has been returned to Dell with proof of purchase, such as a purchase order, invoice or sales receipt. You must first contact your local Dell support representative for your authorization option. To contact your local support representative, please visit dell.com, choose your country using the drop down menu located at the top of the page and then click on services and support. This limited lifetime warranty does not apply to failure of the product resulting from misuse, abuse, accident, neglect or mishandling, improperly adjusted or maintained drives, incorrect environments or wear from ordinary use. THIS LIMITED LIFETIME WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE, PROVINCE TO PROVINCE, JURISDICTION TO JURISDICTION OR COUNTRY TO COUNTRY. DELL'S RESPONSIBILITY FOR MALFUNCTIONS AND DEFECTS IN HARDWARE IS LIMITED TO REPLACEMENT AS SET FORTH IN THIS LIMITED LIFETIME WARRANTY STATEMENT. EXCEPT FOR THE EXPRESS WARRANTIES CONTAINED IN THIS WARRANTY STATEMENT, DELL DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, FOR THE PRODUCT, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, SUITABILITY OR NON-INFRINGEMENT. ANY IMPLIED WARRANTIES AND CONDITIONS THAT MAY BE IMPOSED BY AND THAT ARE NOT PERMITTED TO BE DISCLAIMED BY LAW ARE LIMITED IN DURATION TO THE LIMITED WARRANTY PERIOD. SOME STATES, PROVINCES, JURISDICTIONS OR COUNTRIES DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR CONDITIONS, OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY OR CONDITION LASTS, SO THIS LIMITATION MAY NOT APPLY TO YOU.THIS LIMITED LIFETIME WARRANTY COVERAGE TERMINATES IF YOU SELL OR OTHERWISE TRANSFER THIS PRODUCT TO ANOTHER PARTY. DELL DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES PROVIDED FOR IN THIS LIMITED LIFETIME WARRANTY AND WE DO NOT ACCEPT LIABILITY FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, FOR THIRD-PARTY CLAIMS AGAINST YOU FOR DAMAGES, FOR PRODUCTS NOT BEING AVAILABLE FOR USE, OR FOR LOST DATA OR LOST SOFTWARE. DELL'S LIABILITY WILL BE NO MORE THAN THE AMOUNT YOU PAID FOR THE PRODUCT THAT IS THE SUBJECT OF A CLAIM. THIS IS THE MAXIMUM AMOUNT FOR WHICH DELL IS RESPONSIBLE. SOME STATES, PROVINCES,JURISDICTIONS OR COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES,SO THE Dell Marketing L.P. 130 D,24 LTechnologieS Page 345 Tab-Appendices ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.Appendix F - Dell Return Policy U.S.Return Policy Direct(applies only to purchases directly from Dell) Dell values its relationship with you and offers you the option to return most products you purchase directly from Dell. For all purchases not made directly from Dell, please check the return policy of the location from which you purchased your product. Note: If your purchase qualifies for a promotion offered by Dell that extends the return period for a specific product,the return rights and obligations included with the promotion will apply to your purchase. 30-Day Return Period for Certain Products and Accessories: Unless you have a separate agreement with Dell, or except as provided below, all hardware, accessories, peripherals and parts may be returned if requested and approved by Dell within 30 calendar days from the date on the packing slip or invoice for a refund or credit of the purchase price paid. Note that your refund or credit may be reduced by the amount of shipping and handling fees and any applicable restocking fees(as further described below).Any product returned to Dell without prior authorization from Dell will be considered an unauthorized return,and you will not receive a refund or credit for the product and Dell will not ship the product back to you. For instructions about requesting a return, see "How to Return a Product" below.All approved returns must be received by Dell within 30 calendar days of the return approval date otherwise the amount of refund or credit may be reduced or eliminated if the product(s)are returned late. Exceptions to Dell's 30-Day Return Period: • Software may not be returned at any time, unless the software being returned is: 1.Application software or operating systems installed by Dell on a returnable system which is being returned within the applicable return period; or 2. Media-based software that is unopened and still in its sealed package or, if delivered electronically, software that you have not accepted by clicking to agree to applicable terms. • Additional products not eligible for return at any time: 1. Dell EMC-branded products 2. Dell WyseTm and Wyse-branded products 3. Non-Dell-branded enterprise hardware and software products 4. Customized products • Unless you have specifically agreed otherwise in your written agreement with Dell, there is no right of return for software purchased under any type of volume license arrangement. • Dell reserves the right to deny any returns in circumstances involving repeated returns, violation of the Dell Terms of Sale or other impermissible activity. Restocking Fees: Unless the product is defective or the return is a direct result of a Dell error, Dell may charge a restocking fee of 15%of the purchase price paid less shipping and handling, plus any applicable sales tax, which would be applied through a total reduced refund or credit. Dell Marketing L.P. 131 D�GLLTechnologieS Page 346 Tab-Appendices Promotional Items: If you return a purchased item that qualified you for a discount, promotional item or promotional card (for example, buy a service, get a computer half off; buy a computer, get a free printer; buy a TV, get a promotional gift card)and either(i)do not also return the discounted or promotional item or(ii) have already redeemed the promotional card, Dell may deduct the value of the discount, promotional item or redeemed card from any refund or credit you receive for the return of the purchased item. How to Return a Product: Before returning a product, you MUST first contact Dell customer service and obtain a Credit Return Authorization (CRA) number before the end of the applicable return period. Dell will not accept returns without a CRA number. To find the appropriate phone number or to send an email to customer service to request a CRA number, go to www.dell.com/contactus or see the"Contacting Dell"or "Getting Help"section of your customer documentation.To initiate a return online, please click here. NOTE: You MUST follow these steps when returning a product: • Ship the product to Dell. Please note that all approved returns must be received by Dell within 30 days of the date that Dell issues the return authorization and instructions. • Ship back all products you are seeking to return to Dell and for which you received a CRA number. For partial returns, your refund or credit may be less than the invoice or individual component price due to bundled or promotional pricing or any unadvertised discounts or concessions. • Return the products in their original packaging, in as-new condition, along with any media, documentation and any other items that were included in your original shipment. • For customers returning a TV, the TV must be returned in the original packaging it was received in (including box and protective cushioning). If you do not have the original packaging, you must provide separate packaging. • For commercial customers,you must ship the products at your expense, and make sure the shipment is insured, or accept the risk of loss or damage during shipment. Upon receipt of your return, Dell will issue a credit or refund of the purchase price paid, which may be reduced by the amount of shipping and handling fees and any applicable restocking fees subject to this policy. Note: Before you return the product to Dell, make sure to back up any data on the hard drive(s) and on any other storage device in the product. Remove all confidential, proprietary and personal information as well as removable media such as flash drives, CDs and PC Cards. Dell is not responsible for any confidential,proprietary or personal information; lost or corrupted data•, or damaged or lost removable media that may be included with your return. Systems configured with an Intel®8th Gen or later CPU are designed to run optimally with the Microsoft Windows 10 operating system. Removing the factory-installed operating system to run a non-Windows 10 operating system (such as Windows 7 or Windows 8)may make the product ineligible for return to Dell for a refund or cause system instability and performance issues that may not be covered by your warranty,support,or service agreements. Dell Marketing L.P. 132 D�GLLTechnologieS Page 347 Tab-Appendices Appendix G - Vendor Certifications (da-0T/1„ TEXAS SALES AND USE TAX PERMIT This permit is not transferable,and this side must be prominently displayed in your place of business. FDALLAS s. edp xs perm -"s rrorre srYou willbe responsible,.. You musf obtain a new perms if there is a change or for sales I—unless you have a valid r .0,bxemptron certficate on fe_ ownershp,location,or business locationTAXPAYER NAME,BUSINESS LOCATION NAME,and PHYSICAL LOOATION Type of permit MARKETING LP SALES AND USE TAX Taxpayer number MARKETING LP 1-74-2616805-4 N CENTRAL EXPY Location number TX 75225-4427 00005 First business data NAICS CODE: 334111 DESCRIPTION ON NEXT LINE: Ol/Ol/2007 Electronic Computer MFG WE SHOW THIS BUSINESS IN THE FOLLOWING LOCAL SALES TAX ADTHORITIES://ft`� CITY: -„ DALLAS EFF: 01/01/2007 /f/L TRANSIT: DALLAS MTA EFF: 01/01/2007 SUSAN COMBS Comptroller of Public Accounts YOU MAYNEED TO COLLECT SALES AND,OR USE TAXFOR OTHER LOCAL TAXING AUTHORITIES DEPENDING ON YOUR T)PEOF BUSINESS. It you have any questions regarding sales tax,you may contact the Texas Stale Conptroller's field office in your area or call 1 -800-252-5555,tall free,nationwide.The Austin number is 51 P/463-4600, ........................... DETACH HERE AND PROMINENTLY DISPLAY YOUR PERMIT ONLY IS THE INFORMATION PRINTED ON THIS PERMIT INCORRECT? The information printed on your permit must be accurate and current.To make corrections,you may detach and complete ONLY the infokR-00tpjp the form below which is incorrect,and mail it to COMPTROLLER OF PUBLIC ACCOUNTS,111 E,17th Street,Austin.TX 78774-0100. MAKING CHANGES TO LOCAL TAXING AUTHORITIES OR BUSINESS DESCRIPTION LISTED ON THIS PERMIT • You will need to contact us to correct the local taxing authorities for this business location.Contact your cityRransit authority/county/special purpose district if you are unsure if your business is located within that taxing jurisdiction.We can assist you in determining your local sales and use tax responsibilities,and the appropriate rate for each local taxing authority.Publication 94-105,"Guidelines for Collecting Local Sales and Use Tax"and Publication 96-132,"Texas Sales and Use Tax Rates"are available on the Comptrollers web site at www.window.state.tx.us/taxinfoJocall • Visit us online at www.window.state.tx.usitaxinfo/sales/naics_coding,html if you need to correct the description of your business printed on the front of this permit. MORE INFORMATION ABOUT YOUR PERMIT • You must prominently display this permit in your place of business. • The information on your permit is public information. • You cannot use this permit or a copy of it as a resale or exemption certificate. • If the location specified on this permit is closed,return this permit to the Comptroller of Public Accounts and indicate the date of the last business transaction. • Depending on your type of business,you may need to collect sales and/or use tax for other local taxing authorities not listed on this permit TEXAS SALES AND USE TAX PERMIT Taxpayer name shown on the permit DELL MARKETING LP Taxpayer number shown on the permit Location number shown on the permit . 17426168054 00005 Correct business location name Correct business location(no P.O.Box or directions accepted) Change your mailing address and phone number, • add a business location,change a business address,or City state ZIP code close one or more business locations online at • hftps.,hWww.windc w.state.txusfaccmaim thangeaddress.hrml Correct taxpayer name Daytime phone(Area code and number) Correct mailing address City State ZIP code Federal Employer Identification number x=aa If you are no longer in business,enter the date of your last business transaction. sign Taxpayer or authorized agent Date here c'>xx no0nnffin Dell Marketing L.P. 133 Dl%ri- nologieS Page 348 Tab-Appendices Formal aw(Back)(1`1 v 1 ay/1]) All permits are issued subject to the provisions of the law.This permit may be revoked,suspended,or cancelled for a violation of any provision of any taxing statute administered by the Texas Comptroller of Public Accounts or of any rule adopted by the Comptroller to administer those statutes. Receipt of this permit does not mean that the taxpayer to whom it is issued is in good standing with the Comptroller. Please note that you are responsible for collecting the correct amount of local taxes. For example, if our records show that one of your locations outside the city limits,and it is, in fact, inside the city,you are still responsible for collecting and remitting the city sales tax. If the local taxing authorities on your sales tax permit are incorrect, please call us,so we can correct them. Taxpayer name and mailing address DELL MARKETING LP 9Z OPERATING WITHOUT A VALID PERMIT IS A MISDEMEANOR 18006 DELL SKY PARK CIR STE 106 PUNISHABLE BY A FINE OF NOT IRVINE CA 92614-64o6 MORE THAN$500 PER DAY. Legal.;lotion.TEX.TAX CODE PNN.chs.111 and 111. For an existing business,this permit replaces the permit you now hold for this location. All Previous permits of this type issued by the Texas C'omptroiler of Public Accounts are void. ***Important Sales Tax Information You must file a sales and use tax return even if you have no taxable sales and/or no tax due. FILE AND PAY YOUR SALES TAX ONLINE WebFile automatically calculates the sales tax due and provides a confirmation that we received your return.WebFile is available online at www-window.state.txus1tvebffIe1satestaxhtm1 FILE NO TAX DUE RETURNS BY PHONE You can also file your no tax due sales and use tax return by calling TeleFile at 1-888.4FILING(1.888-434-5464). DOWNLOAD SALES AND USE TAX FORMS ONLINE You will receive a preprinted sales and use tax return in the mail about 20-30 days before each return is due.You can also download sales and use tax forms online at www.c pa.state.tx usitaadnfortaxforms,01-forms.html UPDATE YOUR ACCOUNT INFORMATION Change your mailing address and phone number,add a business location,change a business address,or close one or more business locations online at hops:lAvww.window.state.txus/accmaintybhangeaddress.html or call our toll-free voice mailbox at 1.800-224-1844. SALES TAX FREQUENTLY ASKED QUESTIONS Read our sales tax frequently asked questions online at www-window-state.txuaitaxinforsales/ftuestions.html You have certain rights under Chapters 552 and 559,Government Code,to review,request,and correct lnformation we have on file about you.Contact us at the address or toll-free number listed on this form. Dell Marketing L.P. 134 D4LTechnologieS Page 349 Tab-Appendices DELL MARKETING L.P. ce SECOND AMENDED AND RESTATED In the of Sta of the Secretary of State of Texas CERTIFICATE OF FORMATION FEB0 3 2020, January 30.2020 orpord l=S80011 Dell Marketing L.P. (the"Partnership"),by and through its undersigned general partner,adopts the following in accordance with Sections 3,057 through 3.059 of the Texas Business Organizations Code(the"TBOC"). 1. The naive of the filing entity is Dell Marketing L.P.,a Texas limited partnership. 2. The Partnership was formed as a limited partnership on December 23, 1991 and issued file number 6260510 by the Secretary of State of the State of Texas(the"Secretary of State"). The Partnership filed an Amended and Restated Certificate of Limited Partnership (the "Amended and Restated Certificate") on July 29, 2003 with the Secretary of State. 3. This instrument restates the Amended and Restated Certificate,referred to herein as the certificate of formation, as amended and supplemented by all articles of amendment previously issued by the Secretary of State,and as further amended as set forth herein. 4. This instrument further amends the certificate of formation of the Partnership by: a. Replacing all references to provisions of the Texas Revised Limited Partnership Act to the appropriate provisions of the TBOC. b. Adding Section 5,which names certain officers of the Partnership duty appointed by the General Partner. 5. Each and every amendment described in paragraph 4 above has been made in accordance with the provisions of the TBOC.The amendments to the certificate of formation and the restated certificate of formation have been approved in the manner required by the TBOC and by the governing documents of the Partnership. 6. The Second Amended and Restated Certificate of Formation attached hereto as Exhibit A accurately- states the text of the certificate of formation being restated and each amendment thereto that is in effect;and as further amended herein. The attached Second Amended and Restated Certificate of Formation does not contain any other change except for the information permitted to be omitted by the provisions of the TBOC applicable to the Partnership. The existing certificate of formation of the Partnerslup and all amendments and supplements thereto are hereby superseded by the Second Amended and Restated Certificate of Formation attached hereto. 7. This document is effective when filed by the Secretary of State of the State of Texas. [Remainder of Page Left Intentionally Blank] Dell Marketing L.P. 135 D16%ALTeehnoIogies Page 350 Tab-Appendices The undersigned affirins that the person designated as registered agent in the Second Amended and Restated Certificate of Formation has consented to the appointment. The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized under the provisions of law governing the Partnership to execute this Second Amended and Restated Certificate of Formation. DELL MARKF,TING GP L.L.C.,general partner :BY � �`71'"� _ Name:Robert L.Potts Title:Senior Vice President and Assistant Secretary Dell Marketing L.P. 136 D,16%AI-LTeehnoIogies Page 351 Tab-Appendices EXHIBIT A Second Amended and Restated Certificate of Formation of Dell Marketing L.P. (see attached) Dell Marketing L.P. 137 D,24 LTechnologieS Page 352 Tab-Appendices DELL MARKETING L.P. SECOND AMENDED AND RESTATED CERTIFICATE OF FORMATION January 27,2020 This Second Amended and Restated Certificate of Formation of Dell Marketing L.P. (the "Partnership")was duly executed and is being filed by Dell Marketing GP L.L.C.,a Delaware limited liability company,as general partner,in accordance with Sections 3.057 through 3.060 of the Texas Business Organizations Code(the"TBOC"). The following amends and restates the Amended and Restated Certificate of Limited Partnership,which was filed on July 29,2003, L The name of the Partnership is Dell Marketing L.P. 2. The address of the registered office of the Partnership in the State of Texas is: Corporation Service Company d/b/a CSC-Lawyers Incorporating Service Company,211 East 7°i Street,Suite 620,Austin,Texas 7870 1-32 1 9.The name of the registered agent of the Partnership at such address is Corporation Service Company d/b/a CSC-Lawyers Incorporating Service Company. 3. The address of the Partnership's principal office in the United States where records are kept or made available is located at One Dell Way,Round Rock,Texas 78682. 4. The name and address of the sole general partner of the Partnership are as follows: Dell Marketing GP L.L.C. One Dell Way Round Rock,Texas 78682 5. The following officers of the Partnership,among others,have been duly appointed by the general partner of the Partnership: Name Title Address Richard Jay Rothberg General Counsel and Secretary One Dell Way Round Rock,TX 78682 Robert Linn Potts Senior Vice President One Dell Way and Assistant Secretary Round Rock,TX 78682 Dell Marketing L.P. 138 D16%ALTeehnoIogies Page 353 Tab-Appendices Appendix H - Dell Financial Services Response to Specific RFP Provisions Many of the terms and conditions presented in the RFP are applicable to straight procurement/purchase transactions and not to leasing and financing and other flexible payment solutions,which are made available directly through DFS or PFS in accordance with one or more of the separately negotiated DFS or PFS lease or finance agreements ("Lease(s)"). Since the current RFP does not contain any Lease terms and conditions, any eligible Public Agency under this RFP authorized to execute such Leases under applicable law must execute a separate Lease directly with DFS or PFS for the hardware, software, and/or services being procured under this RFP. Each Lease will separately establish a long-term (beyond net 30 days) financial relationship between DFS or PFS and each Public Agency procuring under the NCPA contract). Any Lease solutions will be subject to the terms and conditions of the corresponding DFS or PFS Lease. Each eligible Public Agency will be required to separately negotiate the terms and conditions of its Lease with DFS or PFS directly. To the extent of any conflict or inconsistency between the terms of the DFS or PFS Lease and the terms of this RFP, the terms and conditions of the DFS or PFS Lease will prevail. In addition, Dell may offer consumption-based models under its Dell APEX Flex on Demand Program ("FOY) as an alternative flexible payment solution under a separate Master Flexible Consumption Agreement ("MFCA"). Any FOD solution will be subject to the terms and conditions of the MFCA only, an example of which is attached hereto in Appendix H. Eligible customer shall negotiate the terms and conditions of such FOD solution directly with vendor or its designated affiliate or its authorized distributor/partner/reseller, including, but not limited to, the MFCA, any flexible consumption schedule ("Schedule"),and any other documentation that may be required for such transaction.The parties recognize that the MFCA and any Schedule executed by the parties hereunder are separate and independent agreements between the eligible customer and Dell or its designated affiliate or its authorized distributor/partner/reseller,with the terms thereof constituting the entire agreement for such transaction. To the extent of any conflict or inconsistency between the terms of the MFCA and the terms of the RFP, and conditions of the MFCA will prevail for such offerings. Samples of the MFCA, Schedules, and any other related documentation that may be applicable are attached in Appendix H. Dell Marketing L.P. 139 D�GLLTechnologies Page 354 Dell Financial Dell Financial Services Public Master Lease Agreement Proprietary to Dell Financial Services, LLC Page 355 DeFinancial Services ll DATE: MASTER LEASE AGREEMENT NO. LESSOR:DELL FINANCIAL SERVICES L.L.C. LESSEE: Mailing Address: Principal Address: One Dell Way Round Rock, TX 78682 Fax: Attention: This Master Lease Agreement("Agreement"),effective as of the Effective or extensions thereof,is defined as the"Lease Term". The Lease is non- Date set forth above,is between the Lessor and Lessee named above. cancelable by Lessee,except as expressly provided in Section 5. Capitalized terms have the meaning set forth in this Agreement. 4. RENT;TAXES;PAYMENT OBLIGATION. 1. LEASE. (a) The rental payment amount("Rent")and the payment period for each Lessor hereby leases to Lessee and Lessee hereby leases the equipment installment of Rent("Payment Period")shall be stated in the Schedule. A ("Products"), Software (defined below), and services or fees, where prorated portion of Rent calculated based on a 30-day month, 90-day applicable, as described in any lease schedule ("Schedule"). Each quarter or 360-day year (as appropriate) for the period from the Schedule shall incorporate by reference the terms and conditions of this Acceptance Date to the Commencement Date shall be added to the first Agreement and contain such other terms as are agreed to by Lessee and payment of Rent. All Rent and other amounts due and payable under this Lessor. Each Schedule shall constitute a separate lease of Products Agreement or any Schedule shall be paid to Lessor in lawful funds of the ("Lease"). In the event of any conflict between the terms of a Schedule United States of America at the payment address for Lessor set forth and the terms of this Agreement,the terms of the Schedule shall prevail. above or at such other address as Lessor may designate in writing from Lessor reserves all rights to the Products not specifically granted to Lessee time to time. Whenever Rent and other amounts payable under a Lease in this Agreement or in a Schedule. Execution of this Agreement does not are not paid when due, Lessee shall pay interest on such amounts at a create an obligation of either party to lease to or from the other. rate equal to the lesser of 1%per month or the highest such rate permitted by applicable law ("Overdue Rate'). Rent shall be due and payable 2. ACCEPTANCE DATE;SCHEDULE. whether or not Lessee has received an invoice showing such Rent is due. Late charges and reasonable attorney's fees necessary to recover Rent (a) Subject to any right of return provided by the Product seller("Seller"), and other amounts owed hereunder are considered an integral part of this named on the Schedule, Products are deemed to have been irrevocably Agreement. The rate factors used for the calculation of the payment are accepted by Lessee upon delivery to Lessee's ship to location based in part on similar or like term swap or T-bill rates as published by ("Acceptance Date"). Lessee shall be solely responsible for unpacking, the US Federal Reserve Board. In the event the applicable rates change inspecting and installing the Products. between Lessor initially providing the rate factors and the commencement of a Schedule, Lessor reserves the right to change the applicable rate (b) Lessor shall deliver to Lessee a Schedule for Products. Lessee factor commensurate with the change in the applicable rates. agrees to sign or otherwise authenticate (as defined under the Uniform Commercial Code, "UCC")and return each Schedule by the later of the (b) EACH LEASE SHALL BE A NET LEASE. In addition to Rent,Lessee Acceptance Date or five(5)days after Lessee receives a Schedule from shall pay sales, use, excise, purchase, property, added value or other Lessor. If the Schedule is not signed or otherwise authenticated by Lessee taxes, fees, levies or assessments lawfully assessed or levied against within the time provided in the prior sentence,then upon written notice from Lessor or with respect to the Products and the Lease(collectively"Taxes"), Lessor and Lessee's failure to cure within five (5) days of such notice, and customs, duties or surcharges on imports or exports (collectively, Lessor may require the Lessee to purchase the Products by paying the "Duties"),plus all expenses incurred in connection with Lessor's purchase Product Cost charged by the Seller, plus any shipping charges,Taxes or and Lessee's use of the Products, including but not limited to shipment, Duties(defined below)and interest at the Overdue Rate accruing from the delivery,installation,and insurance. Unless Lessee provides Lessor with date the Products are shipped through the date of payment. If Lessee a tax exemption certificate acceptable to the relevant taxing authority prior returns any leased Products in accordance with the Seller's return policy, to Lessor's payment of such Taxes, Lessee shall pay to Lessor all Taxes it will notify Lessor. When Lessor receives a credit from the Seller for the and Duties upon demand by Lessor. Lessor may, at its option, invoice returned Product, the Schedule will be deemed amended to reflect the Lessee for estimated personal property tax with the Rent Payment. return of the Product and Lessor will adjust its billing records and Lessee's Lessee shall pay all utility and other charges incurred in the use and invoice for the applicable Lease. In addition, Lessee and Lessor agree maintenance of the Products. that a signed Schedule may be amended by written notice from Lessor to Lessee provided such notice is (i)to correct the serial (or service tag) (c) EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5, LESSEE'S number of Products or(ii)to adjust the related Rent(defined below)on the OBLIGATION TO PAY ALL RENT AND OTHER AMOUNTS WHEN DUE Schedule(any increase up to 15%or any decrease)caused by any change AND TO OTHERWISE PERFORM AS REQUIRED UNDER THIS made by Lessee in Lessee's order with the Seller. AGREEMENT AND EACH SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY 3. TERM. ABATEMENT, REDUCTION, SET-OFF, DEFENSE, COUNTERCLAIM, INTERRUPTION,DEFERMENT OR RECOUPMENT FOR ANY REASON The initial term(the"Primary Term")for each Lease shall begin on the date WHATSOEVER WHETHER ARISING OUT OF ANY CLAIMS BY LESSEE set forth on the Schedule as the Commencement Date (the AGAINST LESSOR, LESSOR'S ASSIGNS, THE SELLER, OR THE "Commencement Date"). The period beginning on the Acceptance Date SUPPLIER OR MANUFACTURER OF THE PRODUCTS, TOTAL OR and ending on the last day of the Primary Term,together with any renewals PARTIAL LOSS OF THE PRODUCTS OR THEIR USE OR Reference: Page 1 of 5 Master Lease Agreement—Public NOV2018 Page 356 POSSESSION,OR OTHERWISE. If any Product is unsatisfactory for any reason, Lessee shall make its claim solely against the Seller of such 8. RETURN. Product(or the Licensor in the case of Software, as defined below)and shall nevertheless pay Lessor or its assignee all amounts due and payable At the expiration or earlier termination of the Lease Term of any Schedule, under the Lease. and except for Products purchased pursuant to any purchase option under the Lease, Lessee will (a)remove all proprietary data from the Products 5. APPROPRIATION OF FUNDS. and (b) return them to Lessor at a place within the contiguous United States designated by Lessor. Upon return of the Products,Lessee's right (a) Lessee intends to continue each Schedule for the Primary Term and to the operating system Software in returned Products will terminate and to pay the Rent and other amounts due thereunder. Lessee reasonably Lessee will return the Products with the original certificate of authenticity believes that legally available funds in an amount sufficient to pay all Rent (attached and unaltered) for the original operating system Software. during the Primary Term can be obtained and agrees to do all things Lessee agrees to deinstall and package the Products for return in a lawfully within its power to obtain and maintain funds from which the Rent manner which will protect them from damage. Lessee shall pay all costs and other amounts due may be paid. associated with the packing and return of the Products and shall promptly reimburse Lessor for all costs and expenses for missing or damaged (b) Lessee may terminate a Schedule in whole,but not in part by giving Products or operating system Software. If Lessee fails to return all of the at least sixty(60)days'notice prior to the end of the then current Fiscal Products at the expiration of the Lease Term or earlier termination(other Period (as defined in the Lessee's Secretary/Clerk's Certificate provided than for non-appropriation) in accordance with this Section, the Lease to Lessor) certifying that: (1)sufficient funds were not appropriated and Term with respect to the Products that are not returned shall continue to budgeted by Lessee's governing body or will not otherwise be available to be renewed as described in the Schedule. continue the Lease beyond the current Fiscal Period; and (2) that the Lessee has exhausted all funds legally available for payment of the Rent 9. RISK OF LOSS;MAINTENANCE;INSURANCE. beyond the current Fiscal Period. Upon termination of the Schedule, Lessee's obligations under the Schedule (except those that expressly (a) From the date the Products are delivered to Lessee's ship to location survive the end of the Lease Term)and any interest in the Products shall until the Products are returned to Lessor's designated return location or cease and Lessee shall surrender the Products in accordance with Section purchased by Lessee, Lessee agrees: (i)to assume the risk of loss or 8. Notwithstanding the foregoing, Lessee agrees that,without creating a damage to the Products; (ii)to maintain the Products in good operating pledge,lien or encumbrance upon funds available to Lessee in other than condition and appearance,ordinary wear and tear excepted;(iii)to comply its current Fiscal Period, it will use its best efforts to take all action with all requirements necessary to enforce all warranty rights;and (iv)to necessary to avoid termination of a Schedule, including making budget promptly repair any repairable damage to the Products. During the Lease requests for each Fiscal Period during each applicable Lease Term for Term, Lessee at its sole discretion has the option to purchase a adequate funds to meet its Lease obligations and to continue the Schedule maintenance agreement from the provider of its choice(including,if it so in force.. chooses, to self-maintain the Products) or to forgo such maintenance agreement altogether;regardless of Lessee's choice,Lessee will continue (c) Lessor and Lessee intend that the obligation of Lessee to pay Rent to be responsible for its obligations as stated in the first sentence of this and other amounts due under a Lease constitutes a current expense of Section. At all times, Lessee shall provide the following insurance: (x) Lessee and is not to be construed to be a debt in contravention of any casualty loss insurance for the Products for no less than the Stipulated applicable constitutional or statutory limitation on the creation of Loss Value(defined below)naming Lessor as loss payee;and(y)liability indebtedness or as a pledge of funds beyond Lessee's current Fiscal insurance with respect to the Products for no less than an amount as Period. required by Lessor,with Lessor named as an additional insured; and (z) such other insurance as may be required by law which names Lessee as 6. LICENSED MATERIALS. an insured and Lessor as an additional insured. Upon Lessor's prior written consent,Lessee may provide this insurance pursuant to Lessee's Software means any operating system software or computer programs existing self-insurance policy or as provided for under state law. Lessee included with the Products(collectively,"Software")."Licensed Materials" shall provide Lessor with either an annual certificate of third party are any manuals and documents,end user license agreements,evidence insurance or a written description of its self-insurance policy or relevant of licenses,including,without limitation,any certificate of authenticity and law, as applicable. The certificate of insurance will provide that Lessor other media provided in connection with such Software, all as delivered shall receive at least ten (10) days prior written notice of any material with or affixed as a label to the Products. Lessee agrees that this change to or cancellation of the insurance policy or Lessee's self- Agreement and any Lease(including the sale of any Product pursuant to insurance program,if previously approved by Lessor. If Lessee does not any purchase option) does not grant any title or interest in Software or give Lessor evidence of insurance in accordance with the standards Licensed Materials. Any use of the terms "sell," "purchase," "license," herein, Lessor has the right, but not the obligation, to obtain such "lease," and the like in this Agreement or any Schedule with respect to insurance covering Lessor's interest in the Products for the Lease Term, Software shall be interpreted in accordance with this Section 6. including renewals. If Lessor obtains such insurance, Lessor will add a monthly, quarterly or annual charge (as appropriate) to the Rent to 7. USE;LOCATION;INSPECTION. reimburse Lessor for the insurance premium and Lessor's then current insurance administrative fee. Lessee shall:(a)comply with all terms and conditions of any Licensed Materials;and(b)possess and operate the Products only(i)in (b) If the Products are lost,stolen,destroyed,damaged beyond repair or accordance with the Seller's supply contract and any service provider's in the event of any condemnation,confiscation,seizure or expropriation of maintenance and operating manuals,the documentation and applicable such Products ("Casualty Products"), Lessee shall promptly (i) notify laws;and(ii)for the business purposes of Lessee. Lessee agrees not to Lessor of the same and(ii)pay to Lessor the Stipulated Loss Value for the move Products from the location specified in the Schedule without Casualty Products. The Stipulated Loss Value is an amount equal to the providing Lessor with at least 30 days prior written notice,and then only sum of(a) all Rent and other amounts then due and owing (including to a location within the continental United States and at Lessee's interest at the Overdue Rate from the due date until payment is received) expense. Without notice to Lessor,Lessee may temporarily use laptop under the Lease, plus(b)the present value of all future Rent to become computers at other locations,including outside the United States, due under the Lease during the remainder of the Lease Term,plus(c)the provided Lessee complies with the United States Export Control present value of the estimated in place Fair Market Value of the Product Administration Act of 1979 and the Export Administration Act of 1985,as at the end of the Primary Term as determined by Lessor;plus(d)all other those Acts are amended from time to time(or any successor or similar amounts to become due and owing during the remaining Lease Term. legislation). Provided Lessor complies with Lessee's reasonable security Unless priced as a tax-exempt Schedule, each of (b) and (c) shall be requirements,Lessee shall allow Lessor to inspect the premises where calculated using the federal funds rate target reported in the Wall Street the Products are located from time to time during reasonable hours after Journal on the Commencement Date of the applicable Schedule. The reasonable notice in order to confirm Lessee's compliance with its discount rate applicable to tax-exempt Schedules shall be federal funds obligations under this Agreement. Reference: Page 2 of 5 Master Lease Agreement—Public NOV2018 Page 357 rate target reported in the Wall Street Journal on the Commencement Date proprietary functions consistent within the permissible scope of Lessee's of the applicable Schedule less 100 basis points. authority;and 10. ALTERATIONS. (i) Lessee has, in accordance with the requirements of law, fully budgeted and appropriated sufficient funds to make all Rent payments and Lessee shall,at its expense,make such alterations to Products during the other obligations under this Agreement and any Schedule during the Lease Term as are legally required or provided at no charge by Seller. current Fiscal Period, and such funds have not been expended for other Lessee may make other alterations, additions or improvements to purposes. Products provided that any alteration, addition or improvement shall be readily removable and shall not materially impair the value or utility of the 12. WARRANTY ASSIGNMENT; EXCLUSION OF WARRANTIES; Products. Upon the return of any Product to Lessor, any alteration, LIMITATION OF LIABILITY;FINANCE LEASE. addition or improvement that is not removed by Lessee shall become the property of Lessor free and clear of all liens and encumbrances. (a) Provided no Event of Default has occurred and is continuing,Lessor assigns to Lessee for the Lease Term the benefit of any Product warranty 11. REPRESENTATIONS AND WARRANTIES OF LESSEE. and any right of return provided by any Seller. Lessee represents,warrants and covenants to Lessor and will provide to (b) LESSEE ACKNOWLEDGES THAT LESSOR DID NOT SELECT, Lessor at Lessor's request all documents deemed necessary or MANUFACTURE, SUPPLY OR LICENSE ANY PRODUCT AND THAT appropriate by Lessor, including Certificates of Insurance, financial LESSEE HAS MADE THE SELECTION OF PRODUCTS BASED UPON statements, Secretary or Clerk Certificates, essential use information or ITS OWN JUDGMENT AND EXPRESSLY DISCLAIMS ANY RELIANCE documents(such as affidavits, notices and similar instruments in a form ON STATEMENTS MADE BY LESSOR OR ITS AGENTS. LESSOR satisfactory to Lessor)and Opinions of Counsel(in substantially such form LEASES THE PRODUCTS AS-IS AND MAKES NO WARRANTY, as provided to Lessee by Lessor and otherwise satisfactory to Lessor)to EXPRESS,IMPLIED,OR OTHERWISE,INCLUDING,BUT NOT LIMITED the effect that,as of the time Lessee enters into this Agreement and each TO, ANY WARRANTIES OF DESIGN, MERCHANTABILITY, OR Schedule that: FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES ANY CLAIM IT MIGHT HAVE AGAINST LESSOR OR ITS ASSIGNEE (a) Lessee is an entity duly organized and existing under and by virtue of FOR ANY LOSS, DAMAGE OR EXPENSE CAUSED BY OR WITH the authorizing statute or constitutional provisions of its state and is a state RESPECT TO ANY PRODUCTS. or political subdivision thereof as described in Section 103(a) of the Internal Revenue Code of 1986, as amended, and the regulations (c) IN NO EVENT SHALL LESSOR BE LIABLE FOR ANY ACTUAL, promulgated thereunder as in effect and applicable to the Agreement or SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES any Schedule,with full power and authority to enter into this Agreement ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY and any Schedules and perform all of its obligations under the Leases; SCHEDULE OR THE SALE,LEASE OR USE OF ANY PRODUCTS EVEN IF LESSOR IS ADVISED IN ADVANCE OF THE POSSIBILITY OR (b) This Agreement and each Schedule have been duly authorized, CERTAINTY OF SUCH DAMAGES AND EVEN IF LESSEE ASSERTS authenticated and delivered by Lessee by proper action of its governing OR ESTABLISHES A FAILURE OF ESSENTIAL PURPOSE OF ANY board at a regularly convened meeting and attended by the requisite LIMITED REMEDY PROVIDED IN THIS AGREEMENT. majority of board members,or by other appropriate official authentication, as applicable,and all requirements have been met and procedures have (d) Lessee agrees that it is the intent of both parties that each lease occurred in orderto ensure the validity and enforceability of this Agreement qualify as a statutory finance lease under Article 2A of the UCC. Lessee against Lessee; acknowledges either (i) that Lessee has reviewed and approved any written supply contract covering the Products purchased from the Seller (c) This Agreement and each Schedule constitute the valid, legal and for lease to Lessee or(ii)that Lessor has informed or advised Lessee,in binding obligations of Lessee,enforceable in accordance with their terms; writing, either previously or by this Agreement, that Lessee may have rights under the supply contract evidencing the purchase of the Products (d) No other approval, consent or withholding of objection is required and that Lessee should contact the Seller for a description of any such from any federal, state or local governmental authority or instrumentality rights. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, with respect to the entering into or performance by Lessee of the LESSEE HEREBY WAIVES ALL RIGHTS AND REMEDIES Agreement or any Schedule and the transactions contemplated thereby; CONFERRED UPON A LESSEE BY ARTICLE 2A OF THE UCC. (e) Lessee has complied with such public bidding requirements and other 13. EVENTS OF DEFAULT. state and federal laws as may be applicable to the Agreement and any Schedule and the acquisition by Lessee of the Products; It shall be an event of default hereunder and under any Schedule("Event of Default")if: (f) The entering into and performance of the Agreement or any Schedule will not (i) violate any judgment, order, law or regulation applicable to (a) Lessee fails to pay any Rent or other amounts payable under this Lessee; (ii) result in any breach of, or constitute a default under, any Agreement or any Schedule within 15 days after the date that such instrument to which the Lessee is a party or by which it or its assets may payment is due; be bound;or(iii)result in the creation of any lien,charge,security interest or other encumbrance upon any assets of the Lessee or on the Products, (b) Any representation or warranty made by Lessee to Lessor in other than those created pursuant to this Agreement; connection with this Agreement,any Schedule or any other Document is at the time made materially untrue or incorrect; (g) There are no actions,suits,proceedings,inquiries or investigations, at law or in equity, before or by any court, public board or body,pending (c) Lessee fails to comply with any other obligation or provision of this or threatened against or affecting Lessee, nor to the best of Lessee's Agreement or any Schedule and such failure shall have continued for 30 knowledge and belief is there any basis therefor, which if determined days after notice from Lessor; adversely to Lessee will have a material adverse effect on the ability of Lessee to fulfill its obligations under the Agreement or any Schedule; (d) Lessee(i)is generally not paying its debts as they become due or(ii) takes action for the purpose of invoking the protection of any bankruptcy (h) The Products are essential to the proper, efficient and economic or insolvency law, or any such law is invoked against or with respect to operation of Lessee or to the services which Lessee provides to its Lessee or its property and such petition is not dismissed within 60 days;or citizens. Lessee expects to make immediate use of the Products,for which it has an immediate need that is neither temporary nor expected to (e) Any provision of this Agreement ceases to be valid and binding on diminish during the applicable Lease Term. The Products will be used for Lessee, is declared null and void, or its validity or enforceability is the sole purpose of performing one or more of Lessee's governmental or contested by Lessee or any governmental agency or authority whereby the loss of such provision would materially adversely affect the rights or Reference: Page 3 of 5 Master Lease Agreement—Public NOV2018 Page 358 security of Lessor,or Lessee denies any further liability or obligation under Lessor or any other person indemnified hereunder; provided, however, this Agreement;or that any person indemnified hereunder shall have the right to participate in the defense of such Claim with counsel of its choice and at its expense (f) Lessee is in default under any other lease,contract,or obligation now and to approve any such resolution. Lessee shall keep Lessor informed existing or hereafter entered into with Lessor or Seller or any assignee of at all times as to the status of the Claim. Lessor. 17. OWNERSHIP;LIENS AND ENCUMBRANCES;LABELS. 14. REMEDIES:TERMINATION As between Lessor and Lessee,title to Products(other than any Licensed (a) Upon an Event of Default under any Schedule all of Lessee's rights Materials) is and shall remain with Lessor. Products are considered (including its rights to the Products), but not its obligations thereunder, personal property and Lessee shall,at Lessee's expense,keep Products shall automatically be cancelled without notice and Lessor may exercise free and clear of liens and encumbrances of any kind(except those arising one or more of the following remedies in its sole discretion: through the acts of Lessor)and shall immediately notify Lessor if Lessor's interest is subject to compromise. Lessee shall not remove,cover,or alter (i) require Lessee to return any and all such Products in plates, labels,or other markings placed upon Products by Lessor, Seller accordance with Section 8, or if requested by Lessor, to assemble the or any other supplier. Products in a single location designated by Lessor and to grant Lessor the right to enter the premises where such Products are located(regardless of 18. NON PERFORMANCE BY LESSEE. where assembled)for the purpose of repossession; If Lessee fails to perform any of its obligations hereunder or under any (ii) sell,lease or otherwise dispose of any or all Products(as agent Schedule,Lessor shall have the right but not the obligation to effect such and attorney-in-fact for Lessee to the extent necessary)upon such terms performance and Lessee shall promptly reimburse Lessor for all out of and in such manner(at public or private sale)as Lessor deems advisable pocket and other reasonable expenses incurred in connection with such in its sole discretion(a"Disposition"); performance,with interest at the Overdue Rate. (iii) declare immediately due and payable as a pre-estimate of 19. NOTICES. liquidated damages for loss of bargain and not as a penalty,the Stipulated Loss Value of the Products in lieu of any further Rent, in which event All notices shall be given in writing and, except for billings and Lessee shall pay such amount to Lessor within 10 days after the date of communications in the ordinary course of business,shall be delivered by Lessor's demand;or overnight courier service, delivered personally or sent by certified mail, return receipt requested, and shall be effective from the date of receipt (iv) proceed by appropriate court action either at law or in equity unless mailed, in which case the effective date will be four(4)Business (including an action for specific performance)to enforce performance by Days after the date of mailing. Notices to Lessor by Lessee shall be sent Lessee or recover damages associated with such Event of Default or to:Dell Financial Services L.L.C.,Attn.Legal Department,One Dell Way, exercise any other remedy available to Lessor in law or in equity. Round Rock, TX 78682, or such other mailing address designated in writing by Lessor. Notice to Lessee shall be to the address on the first (b) Lessee shall pay all costs and expenses arising or incurred by page of this Agreement or such other mailing address designated in writing Lessor, including reasonable attorney fees, in connection with or related by Lessee. to an Event of Default or the repossession,transportation, re-furbishing, storage and Disposition of any or all Products("Default Expenses"). In the 20. ASSIGNMENT. event Lessor recovers proceeds (net of Default Expenses) from its Disposition of the Products,Lessor shall credit such proceeds against the (a) LESSEE MAY ASSIGN THIS AGREEMENT OR ANY SCHEDULE, owed Stipulated Loss Value. Lessee shall remain liable to Lessor for any OR SUBLEASE ANY PRODUCT(S) WITH THE PRIOR WRITTEN deficiency. With respect to this Section,to the extent the proceeds of the CONSENT OF LESSOR (SUCH CONSENT NOT TO BE Disposition (net of Default Expenses)exceed the Stipulated Loss Value UNREASONABLY WITHHELD). LESSOR,AT ITS SOLE DISCRETION, owed under the Lease, or Lessee has paid Lessor the Stipulated Loss MAY ASSESS AN ADMINISTRATIVE FEE FOR ANY APPROVED Value,the Default Expenses and all other amounts owing under the Lease, ASSIGNMENT OR SUBLEASE. No assignment or sublease shall in any Lessee shall be entitled to such excess and shall have no further way discharge Lessee's obligations to Lessor under this Agreement or obligations with respect to such Lease. All rights of Lessor are cumulative Schedule. and not alternative and may be exercised by Lessor separately or together. (b) Lessor may at any time without notice to Lessee, but subject to the 15. QUIET ENJOYMENT. rights of Lessee, transfer, assign, or grant a security interest in any Product, this Agreement, any Schedule, or any rights and obligations Lessor shall not interfere with Lessee's right to possession and quiet hereunder or thereunder in whole or in part. Lessee hereby consents to enjoyment of Products during the relevant Lease Term,provided no Event such assignments, agrees to comply fully with the terms thereof, and of Default has occurred and is continuing. Lessor represents and warrants agrees to execute and deliver promptly such acknowledgments,opinions that as of the Commencement Date of the applicable Schedule, Lessor of counsel and other instruments reasonably requested to effect such has the right to lease the Products to Lessee. assignment. 16. INDEMNIFICATION. (c) Subject to the foregoing,this Agreement and each Schedule shall be binding upon and inure to the benefit of Lessor, Lessee and their To the extent permitted by law, Lessee shall indemnify,defend and hold successors and assigns. Lessor,its assignees,and their respective officers,directors,employees, representatives and agents harmless from and against, all claims, 21. GOVERNING LAW; JURISDICTION AND VENUE; WAIVER OF liabilities, costs or expenses, including legal fees and expenses JURY TRIAL. (collectively, "Claims"), arising from or incurred in connection with this Agreement, any Schedule, or the selection, manufacture, possession, THIS AGREEMENT AND EACH SCHEDULE SHALL BE GOVERNED BY ownership,use,condition,or return of any Products(including Claims for LAW WITHOUT REGARD TO ITS CONFLICTS OF LAWS personal injury or death or damage to property,and to the extent Lessee PRINCIPLES AND,TO THE EXTENT APPLICABLE,THE ELECTRONIC is responsible,Claims related to the subsequent use or Disposition of the SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT. LESSEE Products or any data in or alteration of the Products. This indemnity shall CONSENTS TO THE JURISDICTION OF ANY FEDERAL COURT not extend to any loss caused solely by the gross negligence or willful LOCATED IN I ,AND WAIVES ANY OBJECTION TO VENUE misconduct of Lessor. Lessee shall be responsible for the defense and IN SUCH COURT,AND FURTHER WAIVES ANY RIGHT TO A TRIAL BY resolution of such Claim at its expense and shall pay any amount for JURY. resolution and all costs and damages awarded against or incurred by Reference: Page 4 of 5 Master Lease Agreement—Public NOV2018 Page 359 may produce a tangible copy of the Document transmitted by Lessee to Lessor by facsimile or as an e-mail attachment and such signed copy shall be deemed to be the original of the Document. To the extent(if any)that 22. MISCELLANEOUS. the Document constitutes chattel paper under the Uniform Commercial Code,the authoritative copy of the Document shall be the copy designated (a) The headings used in this Agreement are for convenience only and by Lessor or its assignee, from time to time, as the copy available for shall have no legal effect. This Agreement shall be interpreted without any access and review by Lessee,Lessor or its assignee. All other copies are strict construction in favor of or against either party. deemed identified as copies of the authoritative copy. In the event of inadvertent destruction of the authoritative copy, or corruption of the (b) The provisions of Sections 6,8,11,12(b),12(c),12(d),16,21 and 22 authoritative copy for any reason or as the result of any cause, the shall continue in full force and effect even after the term or expiration of authoritative copy may be restored from a backup or archive copy,and the this Agreement or any Schedule. restored copy shall become the authoritative copy. At Lessor's option,this electronic record may be converted into paper form. At such time,such (c) Failure of Lessor at any time to require Lessee's performance of any paper copy will be designated or marked as the authoritative copy of the obligation shall not affect the right to require performance of that obligation. Document. No term,condition or provision of this Agreement or any Schedule shall be waived or deemed to have been waived by Lessor unless it is in writing EXECUTED by the undersigned on the dates set forth and signed by a duly authorized representative of Lessor. A valid waiver is limited to the specific situation for which it was given. below, to be effective as of the Effective Date. (d) Lessee shall furnish such financial statements of Lessee(prepared in accordance with generally accepted accounting principles) and other "Lessee" information as Lessor may from time to time reasonably request. (e) If any provision(s) of this Agreement is deemed invalid or BY: unenforceable to any extent(other than provisions going to the essence of this Agreement) the same shall not in any respect affect the validity, NAME: legality or enforceability (to the fullest extent permitted by law) of the remainder of this Agreement,and the parties shall use their best efforts to replace such illegal, invalid or unenforceable provisions with an TITLE: enforceable provision approximating, to the extent possible, the original intent of the parties. DATE: (f) Unless otherwise provided, all obligations hereunder shall be performed or observed at the respective party's expense. Dell Financial Services L.L.C. "Lessor" (g) Lessee shall take any action reasonably requested by Lessor for the purpose of fully effectuating the intent and purposes of this Agreement or any Schedule. If any Lease is determined to be other than a true lease, BY: Lessee hereby grants to Lessor a first priority security interest in the Products and all proceeds thereof. Lessee acknowledges that by signing NAME: this Agreement, Lessee has authorized Lessor to file any financing statements or related filings as Lessor may reasonably deem necessary or appropriate. Lessor may file a copy of this Agreement or any Schedule TITLE: in lieu of a financing statement. DATE: (h) This Agreement and any Schedule may be signed in any number of counterparts each of which when so executed or otherwise authenticated and delivered shall be an original but all counterparts shall together constitute one and the same instrument. To the extent each Schedule would constitute chattel paper as such term is defined in the UCC, no security interest may be created through the transfer or control or possession,as applicable,of a counterpart of a Schedule other than the original in Lessor's possession marked by Lessor as either"Original"or "Counterpart Number 1". (i) This Agreement and the Schedules hereto between Lessor and Lessee set forth all of the understandings and agreements between the parties and supersede and merge all prior written or oral communications, understandings,or agreements between the parties relating to the subject matter contained herein. Except as permitted herein,this Agreement and any Schedule may be amended only by a writing duly signed or otherwise authenticated by Lessor and Lessee. Q) If Lessee delivers this signed Master Lease, or any Schedule, amendment or other document related to the Master Lease (each a "Document") to Lessor by facsimile transmission, and Lessor does not receive all of the pages of that Document, Lessee agrees that,except for any pages which require a signature, Lessor may supply the missing pages to the Document from Lessor's database which conforms to the version number at the bottom of the page. If Lessee delivers a signed Document to Lessor as an e-mail attachment,facsimile transmission or by U.S. mail, Lessee acknowledges that Lessor is relying on Lessee's representation that the Document has not been altered. Lessee further agrees that, notwithstanding any rule of evidence to the contrary, in any hearing,trial or proceeding of any kind with respect to a Document,Lessor Reference: Page 5 of 5 Master Lease Agreement—Public NOV2018 Page 360 DeFinancial Services ll Certificate Instructions 1. In the blocks under paragraph(ii)with the headings"NAME OF AUTHORIZED SIGNATORY","TITLE OF AUTHORIZED SIGNATORY" and "SIGNATURE OF AUTHORIZED SIGNATORY", all persons who are authorized to execute and deliver the Agreement and any related Lease Schedule(s)from time to time thereunder between the Public Entity and Customer should write or type his/her name under the "Name of Authorized Signatory" heading, write or type his/her title under the "Title of Authorized Signatory" heading, and sign his/her name under the "Signature of Authorized Signatory"heading in the block across from his/her name and title. The person(s)listed and executing in the blocks under paragraph(ii)must not be the same person executing the Certificate on behalf of the Public Entity(Clerk, Secretary, etc.) listed at the top of the Certificate and executing in the signature block at the bottom of the Certificate under the "In Witness Whereof' language; 2. The Clerk, Secretary, etc. should insert the Agreement No. in paragraph (iii), if known; 3. The Clerk, Secretary, etc. should strike paragraph (v)of the Certificate if this paragraph is not applicable to the Public Entity; 4. If paragraph (v) of the Certificate is applicable to the Public Entity, the Clerk, Secretary, etc. should insert "regular" or "special"in the first blank and then insert the date of the meeting of the governing body of the Public Entity in the second blank; 5. The Clerk, Secretary, etc. should write or type the Fiscal Period of the Public Entity in paragraph (ix); 6. The Clerk, Secretary, etc. should write or type his/her name, title, name and State of the Public Entity in the top portion of the Certificate and date, sign & print his/her name and title at the bottom of the Certificate under the "In Witness Whereof' language; and 7. If required by local law, the Certificate should be notarized by a notary public. The notary public should be a person other than the Clerk, Secretary, etc. executing under the"In Witness Whereof' language of the Certificate. Reference: Page 1 of 3 Intern*(9giar�CqKtk gStfflcate-Public Page 361 Dell Financial Services SECRETARY/CLERK CERTIFICATE I, do hereby certify that: (i) I am the duly elected,qualified,and acting (Clerk, Secretary,etc.) of , a public entity(the"Public Entity"). (ii) Each of the persons whose name, title and signature appear below is a duly authorized representative of the Public Entity and holds on the date of this Certificate the formal title set forth opposite his/her name and the signature appearing opposite each such person's name is his/her genuine signature: NAME OF AUTHORIZED SIGNATORY TITLE OF AUTHORIZED SIGNATURE OF AUTHORIZED (cannot be Clerk/Secretary SIGNATORY SIGNATORY authenticating this certificate) (iii) Each such representative is duly authorized for and on behalf of the Public Entity to execute and deliver that certain Master Lease Agreement No. (the "Agreement") and any related Lease Schedules from time to time thereunder (the "Schedules") between the Public Entity and Customer, or its assignee (collectively, "Lessor"), and all agreements, documents, and instruments in connection therewith, including without limitation, schedules, riders and certificates of acceptance. (iv) The execution and delivery of any such Agreement and/or Schedule and all agreements, documents, and instruments in connection therewith for and on behalf of the Public Entity are not prohibited by or in any manner restricted by the terms of the Charter or other document pursuant to which the Public Entity is organized or of any loan agreement, indenture or contract to which the Public Entity is a party or by which it or any of its property is bound. (v) [STRIKE IF NOT APPLICABLE] The Public Entity did, at a duly called (regular or special) meeting of the governing body of the Public Entity attended throughout by the requisite majority of the members thereof held on the day of by motion duly made, seconded and carried, in accordance with all requirements of law, approve and authorize the execution and delivery of the Agreement, the related Schedule(s) and all agreements, documents, and instruments in connection therewith on behalf of the Public Entity by the authorized representative(s) of the Public Entity named in paragraph (ii) above. Such action approving the Agreement, the related Schedule(s)and all agreements,documents, and instruments in connection therewith and authorizing the execution thereof has not been altered or rescinded by the Public Entity. (vi) No event or condition that constitutes (or with notice or lapse of time or both, would constitute) an Event of Default, as defined in the Agreement, exists at the date hereof. (vii) All insurance required in accordance with the Agreement is currently maintained by the Public Entity. (viii) The Public Entity has, in accordance with the requirements of law,fully budgeted and appropriated sufficient funds for the current budget year to make the Rent payments scheduled to come due during the first Fiscal Period and to meet the Public Entity's other obligations for the first Fiscal Period, as such terms are defined in the Agreement, and such funds have not been expended for other purposes. Reference: Page 2 of 3 Intern*(9giar�CqKtk gSffflcate-Public Page 362 (ix) The Fiscal Period of the Public Entity is from to (x) The foregoing authority and information shall remain true and in full force and effect, and Lessor shall be entitled to rely upon same, until written notice of the modification, rescission, or revocation of same in whole or in part, has been delivered to Lessor, but in any event shall be effective with respect to any documents executed or actions taken in reliance upon the foregoing authority prior to the delivery to Lessor of said written notice of said modification, rescission or revocation. IN WITNESS WHEREOF: By: Name: Title: (Clerk or Secretary) Date: Subscribed to and sworn before me: Notary Public: (Name) Date: My commission expires: Reference: Page 3 of 3 Intern*(9giar�CqKtk gStfflcate-Public Page 363 Dell Financial Services i • . • Schedule Information Welcome to Dell Financial Services(DFS).We look forward to establishing a long-lasting relationship with you and your team. To ensure your account is setup properly in our systems please provide the information below,working with your Accounts Pay- able team as needed.Once ready, return it to your DIFS Sales Representative or send it to DFS—Customer—Setup@Dell.com. If you have any questions about the form,contact your representative.Thank you. I. Preparing Your A/P System to Remit DFS Payments: Below is the most commonly requested information by our customers to assist them in setting up their systems to successfully remit DFS payments. If you require any other information, please contact your representative. DFS Accounts Only JPMorgan Chase Bank,N.A. ABA#021000021 1 Chase Manhattan Plaza Account#432217011 MUST INCLUDE CONTRACT&SCHEDULE NUMBER OR INVOICE NUMBER New York,NY 10081 CTX+format should be first choice if it is an option Email remittance to USDFSCASHPAYMENTS@dell.com DFS Accounts Only JPMorgan Chase Bank,N.A. ABA#021000021 Account#432217011 1 Chase Manhattan Plaza MUST INCLUDE CONTRACT&SCHEDULE NUMBER OR INVOICE NUMBER New York,NY 10081 Email remittance to USDFSCASHPAYMENTS@dell.com JPM Swift Code for international wires only:CHASUS33 Dell Financial Services L.L.C.Payment Processing Center PO Box 6549 Federal Tax ID#74-2825828 Carol Stream,IL 60197-6549 II. Your Company Information: Company Name: Physical Address(primary location): City, State,ZIP: Federal Tax ID: III. Schedules: Name of recipient(s)to receive monthly schedules for reconciliation: Attention: Email Address: Name of individual(s)that will Sign schedules(this individual should be named as an authorized signatory on the Incumbency or Secretary Clerk Certificate) Attention: Title: Telephone Number: Email Address: Would you prefer to sign your documents electronically via Echosign? ❑ Yes ❑ NO(not available to Public entities) Do any of the following criteria need to appear on your schedule?" ❑ Cost Center ❑ Equipment Type ❑ Equipment Location ❑ PO Number `Invoices will follow the format of the schedule and include a breakout of the items above if requested. IV. Purchase Orders: Your PO should be issued to Dell Financial Services L.L.C. If you are unable to issue purchase orders to DFS please specify how the PO Number will be issued: Do you utilize blanket PO Numbers? ❑Yes ❑ No Do you use a different PO Number for payment versus procurement? ❑ Yes ❑ No Is PO fulfillment required for scheduling? ❑Yes ❑ No DFS will consolidate shipped orders and place on a schedule for your review. If you have any special consolidation requirements, please contact your DFS Sales representative. Is board approval necessary? ❑Yes ❑No If yes,when are meetings held? Fiscal Year is from to V. Invoicing/Billing Contact Information: Accounts Payable(AP)Contact Name: Does this billing address match the primary location above? ❑ Yes(If yes,please skip and proceed to Invoice Preference) ❑ No AP Address: City, State,ZIP: County: AP Email Address: AP Direct Telephone Number: Email Address for PDF or Electronic Invoices(if different than AP contact): VI. Invoice Preferences (choose one from each category): Invoice Options: ❑ Contract Level(one invoice per contract) ❑ Consolidated(one invoice for all contracts that have the same due date) ................................................................................................................................... Invoice Format: ❑ Detail(asset level) ❑ Summary ................................................................................................................................... Delivery Format: ❑ Paper(uses) ❑ PDF(paper copy is not mailed) ❑ Electronic CSV(converted to Excel) ❑ 3rd Party Invoicing Tool,Ariba/SAP(enter tool name): Do you need separate invoices for miscellaneous billings? ❑Yes ❑ No Do you require a PO Number on the invoice to process payment? ❑Yes ❑ No Note:the typical invoice processing time is 30 days. If you require more time, please contact your DFS Sales Representative. VII. Taxes and Fees: Is your company/entity tax exempt? ❑Yes ❑ No If not exempt,do you intend to finance upfront tax(if applicable)on the schedules(contracts)? ❑Yes ❑ No Personal Property Tax(PPT): ❑Rebill Annually ❑ Monthly Property Management Fee California Environmental Fee: Do you intend to finance the California Environmental Fee, if applicable? ❑Yes ❑ No Do you intend to finance shipping by adding shipping costs for the products to your schedule? ❑Yes ❑ No VIII. Additional Tax Information: Sales/Use Tax Exemption: Please provide your tax exemption or direct pay certificate to both DFS and the product vendor. Certif- icates intended for Leases should be issued to Dell Financial Services L.L.C.,and those for Loans should be issued to the product vendor.Where required,sales/use taxes will be assessed and invoiced to DFS by the vendor. Note: If tax exempt,a valid Tax Exemption or Direct Pay Certificate must be provided for each state in which the products are located. Tax Exempt Certificate Requirements: • Address to Dell Financial Services • Should coincide with the date the schedule is signed • List a description of the items;computer hardware/software is generally sufficient • Signed by an authorized employee/owner The following are not acceptable forms of Tax Exemption Certificates: • IRS letter declaring the company as a non-profit(501-C)entity* • CA letter exempting a company from Franchise and Income Tax • W-9 form • State registration certificates *Mississippi is the only state that accepts the IRS letter as an acceptable exemption certificate Business Personal Property Tax:Tangible business personal property is taxable in most states. In general,the definition of tan- gible property is personal property that can be seen,weighed, measured,felt,or otherwise perceived by the senses but does not include a document that constitutes evidence of a valuable interest, claim,or right and has negligible or no intrinsic value. Dell 365 Dell Financial Lease Schedules: Fair Market Value Lease $1 Out Purchase Option Lease Tax Exempt Lease Purchase Lease Dell Flex Lease Purchase PCaaS Schedule Software Schedule Proprietary to Dell Financial Services, LLC Page 366 Dell Financial Services [Customer Name] TRUE LEASE SCHEDULE NO. MASTER LEASE AGREEMENT NO. THIS SCHEDULE IS SUBJECT TO AND INCORPORATES THE TERMS AND CONDITIONS OF MASTER LEASE AGREEMENT NO. ("Agreement") DATED BETWEEN DELL FINANCIAL SERVICES L.L.C. ("Lessor") AND ("Lessee"). Lessor hereby agrees to lease and/or make available to Lessee subject to the terms, conditions and provisions set forth in this Schedule and in the Agreement, the Products described below. Any capitalized term used herein and not defined herein shall have the meaning ascribed to it in the Agreement. PRODUCT DESCRIPTION AND LOCATION: See below or Exhibit"A"attached to and made a part hereof. PRODUCT SELLER: Product Product Lessee Purchase Rent* Primary Term Commencement Description Location Order No. Mos. Date** See Exhibit'A' See Exhibit'A' Total Product Acquisition Cost: Rent is payable: in Payment Period: *Lessee is responsible for applicable taxes, shipping and other amounts as described in the Agreement, and, with the first payment of Rent, any prorated Rent if applicable. Such amounts are further described in Exhibit"A". **The Commencement Date may be extended for one Payment Period until the Schedule is returned in accordance with the terms in the Agreement. Lessor may charge Lessee prorated Rent accruing from the Acceptance Date to the Commencement Date, as such date is finally determined. TRUE LEASE PROVISIONS The following provisions shall apply with respect to this Schedule in addition to those provisions in the Agreement: 1. TRUE LEASE:The parties intend for this lease to constitute a true lease of Products under the UCC and all applicable laws. If this Lease is determined to be a lease intended as security, in no event shall Lessee be obligated to pay any time price balance differential in excess of the maximum amount permitted by applicable law (as specified herein or the state where the Products are located, whichever law permits the greater amount). In the event Lessor shall receive anything of value under a Lease that is deemed interest which would exceed the maximum amount of interest allowed under the law, the excess amount shall be applied to the reduction of the unpaid time price balance or shall be refunded to Lessee. In order to reduce the unpaid time price balance,any amount deemed interest shall,to the fullest extent permitted by applicable law, be amortized and spread uniformly throughout the Lease Term. 2. END OF LEASE OPTIONS. (a) Provided that no Event of Default has occurred and is continuing, and at least 90 days but no more than 180 days prior to the expiration of the Primary Term(the"Expiration Date"), Lessee will give irrevocable written notice to Lessor of its intention to either: (i) purchase all of the Products at the Fair Market Value (as defined below); (ii) renew the Lease Term for a minimum of six(6) months at a rate and for a term agreed upon by both parties; or (iii) return all of the Products in accordance with the Agreement. Reference: Page 1 of 2 Master Lease Schedule FMV-Public Internal Use-Confidential Page 367 MASTER LEASE AGREEMENT SCHEDULE NO. (b) If Lessee exercises the option to purchase the Products then, upon receipt of payment of the "Fair Market Value" (defined below), plus applicable taxes, Lessor will sell the Products to Lessee AS IS-WHERE IS, WITHOUT WARRANTY OR RECOURSE, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING ANY WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR AGAINST INFRINGEMENT.The Fair Market Value purchase price shall be paid on or before the last day of the Primary Term. "Fair Market Value" means the price of the Products, installed, in use and in the condition required by the Agreement as determined by Lessor in its reasonable judgment. If Lessee disagrees with the Fair Market Value, Lessee shall notify Lessor in writing within 60 days prior to the Expiration Date and, upon Lessee's request, and within ten (10)days after receipt of Lessee's notice, Lessor shall appoint a qualified appraiser reasonably acceptable to Lessee to appraise the retail value of the Products. The amount determined by such appraiser shall be the final Fair Market Value. Lessor and Lessee shall share the expense of such appraisal equally. (c) If Lessee desires to renew a lease, Lessee and Lessor shall enter into a supplement to this Schedule describing the length of the renewal Lease Term and the renewal Rent provided, however, all other terms of this Schedule and the Agreement shall remain in full force and effect. (d) Whether or not Lessee has given Lessor notice if its intent as described above, if Lessee does not return or purchase the Products or renew the Lease as required above, the Lease Term shall automatically extend on a month-to- month basis at the Rent in effect on the Expiration Date (prorated on a monthly basis if the Payment Period was other than monthly during the Primary Term). Such extension shall continue until Lessee: (i) provides thirty (30) days prior written notice of its intention to return or purchase the Products (to take effect on the next Rent payment date that is at least 30 days after the notice is received by Lessor) and (ii) either returns or purchases all of the Products in accordance with the End of Lease options above. Payments of Rent during the month-to-month extension are due and payable monthly as specified in Lessor's invoice. If Lessee fails to return or purchase any Products, the Schedule and associated Rent for the Products that have not been returned or purchased shall extend on a month-to-month basis in accordance with the prior sentence. 3. COMPLETION OF SCHEDULE. Lessee hereby authorizes Lessor to insert or update the serial numbers of the Products from time to time if necessary. If Lessee delivers this signed Schedule, any amendment or other document related to this Schedule or the Master Lease (each a "Document")to Lessor by facsimile transmission, and Lessor does not receive all of the pages of that Document, Lessee agrees that,except for any pages which require a signature, Lessor may supply the missing pages to the Document from Lessor's database which conforms to the version number at the bottom of the page. If Lessee delivers a signed Document to Lessor as an e-mail attachment, facsimile transmission or by U.S. mail, Lessee acknowledges that Lessor is relying on Lessee's representation that the Document has not been altered. Lessee further agrees that, notwithstanding any rule of evidence to the contrary, in any hearing,trial or proceeding of any kind with respect to a Document, Lessor may produce a tangible copy of the Document transmitted by Lessee to Lessor by facsimile or as an e-mail attachment and such signed copy shall be deemed to be the original of the Document.To the extent(if any)that the Document constitutes chattel paper under the Uniform Commercial Code,the authoritative copy of the Document shall be the copy designated by Lessor or its assignee, from time to time, as the copy available for access and review by Lessee, Lessor or its assignee. All other copies are deemed identified as copies of the authoritative copy. In the event of inadvertent destruction of the authoritative copy, or corruption of the authoritative copy for any reason or as the result of any cause, the authoritative copy may be restored from a backup or archive copy, and the restored copy shall become the authoritative copy.At Lessor's option, this electronic record may be converted into paper form. At such time, such paper copy will be designated or marked as the authoritative copy of the Document. By signing below, each of the parties hereto agrees to be bound by the terms of the Agreement, this Schedule and the attached Exhibit"A". DELL FINANCIAL SERVICES L.L.C. "Lessee" "Lessor" By: By: Name: Name: Title: Title: Date: Date: Reference: Page 2 of 2 I nterrMPFJ4@ UuwW4 yule FMV-Public Page 368 LEASE PURCHASE SCHEDULE NO. TO MASTER LEASE AGREEMENT NO. THIS SCHEDULE IS SUBJECT TO AND INCORPORATES THE TERMS AND CONDITIONS OF MASTER LEASE AGREEMENT NO. ("Agreement") DATED BETWEEN DELL FINANCIAL SERVICES L.L.C. ("Lessor") AND ("Lessee"). Lessor hereby agrees to lease and/or make available to Lessee subject to the terms, conditions and provisions set forth in this Schedule and in the Agreement, the Products described below. Any capitalized term used herein and not defined herein shall have the meaning ascribed to it in the Agreement. PRODUCT DESCRIPTION AND LOCATION: See below or Exhibit"A"attached to and made a part hereof. PRODUCT SELLER: Product Product Lessee Purchase Primary Term Commencement Description Location Order No. Mos. Date* See Exhibit'A' See Exhibit'A' Rent is payable: in Payment Period: *The Commencement Date may be extended for one Payment Period until the Schedule is returned in accordance with the terms in the Agreement. Lessor may charge Lessee prorated Rent accruing from the Acceptance Date to the Commencement Date, as such date is finally determined. LEASE PURCHASE PROVISIONS The following provisions shall apply with respect to this Schedule in addition to those provisions in the Agreement: 1. SECTION 4. RENT; TAXES; PAYMENT OBLIGATION. Insert as a new last sentence to subsection (a)the following: "For the purposes of this Schedule, the Rent and Purchase Price (as of the applicable Purchase Date) are shown in the chart below or on Exhibit"B", attached to and made a part hereof. Payment Number Purchase Date Rent Interest Portion Principal Portion Purchase Price See Exhibit'B' 2. PURCHASE OPTION. Provided that no Event of Default has occurred and is continuing, and at least 60 days but no more than 180 days before the purchase date("Purchase Date")selected by Lessee, Lessee will give irrevocable written notice to Lessor of its intention to: (i) purchase the Products for$1.00 at the end of the Primary Term; (ii) purchase the Products at the Purchase Price as stated in Paragraph (i)above or as listed on Exhibit B, so long as all other amounts due on the Purchase Date have been paid in full; or (iii) return the Products in accordance with the Agreement for a fee agreed upon by both parties. Reference: Page 1 of 2 Master Lease Schedule 1 Out Public Internal Use-Confidential Page 369 Upon satisfaction by Lessee of such conditions, Lessee shall be entitled to Lessor's interest in the Products,AS IS,WHERE IS, WITHOUT WARRANTY OR RECOURSE, EXPRESS, IMPLIED OR OTHERWISE, BY OR AGAINST LESSOR, INCLUDING ANY WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR AGAINST INFRINGEMENT, other than the absence of any liens by, through or under Lessor. As continuing security for Lessee's obligations hereunder, Lessee hereby grants to Lessor, a first-priority security interest in all of Lessee's rights and interest in and to the Products and all proceeds thereof, free and clear of all security interests, liens or encumbrances whatsoever. 3. COMPLETION OF SCHEDULE. Lessee hereby authorizes Lessor to insert or update the serial numbers of the Products from time to time as necessary. By signing below, each of the parties hereto agrees to be bound by the terms of the Agreement, this Schedule and the attached Exhibits"A"and "B". DELL FINANCIAL SERVICES L.L.C. "Lessee" "Lessor" By: By: Name: Name: Title: Title: Date: Date: Reference: Page 2 of 2 Master Lease Schedule 1 Out Public Internal Use-Confidential Page 370 DeFinancial Services ll PURCHASE SCHEDULE NO. TO MASTER LEASE AGREEMENT NO. THIS SCHEDULE IS SUBJECT TO AND INCORPORATES THE TERMS AND CONDITIONS OF MASTER LEASE AGREEMENT NO. ("Agreement") DATED BETWEEN DELL FINANCIAL SERVICES L.L.C. ("Lessor") AND ("Lessee"). Lessor hereby agrees to lease and/or make available to Lessee subject to the terms, conditions and provisions set forth in this Schedule and in the Agreement, the Products described below. Any capitalized term used herein and not defined herein shall have the meaning ascribed to it in the Agreement. PRODUCT DESCRIPTION AND LOCATION: See below or Exhibit"A"attached to and made a part hereof. PRODUCT SELLER: Product Product Lessee Purchase Primary Term Commencement Description Location Order No. N-0-11 Date See Exhibit'A' See Exhibit'A' Rent is payable: in Payment Period: LEASE PURCHASE PROVISIONS The following provisions shall apply with respect to this Schedule in addition to those provisions in the Agreement: 1. SECTION 4. RENT; TAXES; PAYMENT OBLIGATION. Insert as a new last sentence to subsection (a)the following: "For the purposes of this Schedule,the Rent, as well as the principal and interest portions of each Rent payment are shown in the chart provided on Exhibit"B", attached to and made a part hereof. 2. SECTION 11. REPRESENTATIONS AND WARRANTIES OF LESSEE. For purposes of this Schedule, add paragraphs Q)through (t)as follows: "a) Lessee will comply with the information reporting requirements of Section 149(e) of the Code, including but not limited to, the execution and delivery to Lessor of information statements requested by Lessor; (k) Lessee will not do, cause to be done or fail to do any act if such act or failure to act will cause this Agreement, or any transaction hereunder, to be an Arbitrage Bond within the meaning of Section 148 of the Code or a Private Activity Bond within the meaning of Section 141 of the Code; (1)The total cost of the Products listed in this Schedule will not be less than the total Principal Portion of the Rent listed in this Schedule; : (m)The Products listed in this Schedule have or will be ordered within six months of the date hereof in order to commence such Schedule; (n)The Products listed in this Schedule are expected to be delivered and installed, and the Seller fully paid,within one year from the date hereof; (o) No fund or account which secures or otherwise relates to the Rent has been established; Reference: Page 1 of 3 Master Lease Schedule TELP Page 371 (p) Lessee will not sell, encumber or otherwise dispose of any property comprising this Schedule prior to the final maturity or termination of such Schedule without a written opinion of nationally recognized bond counsel to the effect that any such disposition will not adversely affect the exclusion of interest on the Rent from gross income for federal income tax purposes; (q) Lessee agrees to execute, deliver and provide Lessor with satisfactory evidence of the filing of such documentation, as may be required for the purposes of properly reporting this Schedule, including, without limitation, IRS forms 8038-G or 8038-GC, as required under the Code; (r) It is expected that Rent under this Schedule will be paid from periodic appropriations of the Lessee deposited into the general fund of the Lessee, that such appropriations will equal the Rent due during each Fiscal Period of Lessee, and that all amounts paid for Rent will be from an appropriation made by the Lessee during the Fiscal Period in which such Rent is made; (s)To the best of Lessee's knowledge, information and belief, the above expectations are reasonable; and (t) Lessee will comply with all applicable provisions of the Code, including without limitation Sections 103, 141 and 148 thereof, and the applicable regulations of the Treasury Department to maintain the exclusion of the interest components of Rent from gross income for purposes of federal income taxation. Without limiting the generality of the foregoing, Lessor hereby gives notice to Lessee that, upon execution of this Schedule by Lessor, Lessor shall assign all of its right, title and interest in, to and under this Schedule, including all Products and all payments owing under such Schedule,to Dell Equipment Funding L.P. ("DEF")pursuant to a purchase agreement between the Lessor and DEF. Lessee hereby acknowledges and consents to such assignment and shall keep, or cause to be kept, a complete and accurate record of all such assignments in a manner and form necessary to comply with Section 149(a)of the Code and the Treasury Regulations promulgated thereunder. Lessor hereby directs Lessee to continue to make any and all payments required to be made under this Schedule directly to Lessor, as servicing agent for DEF, at the same address to which Lessee is currently making payments unless and until Lessor is directed by DEF to make such payments to a different address or payee." TO THE EXTENT PERMITTED BY LAW,AND IN ADDITION TO LESSEE'S OBLIGATION UNDER SECTION 16 OF THE AGREEMENT AND ANY AMENDMENTS THERETO, LESSEE HEREBY ASSUMES LIABILITY FOR,AND SHALL PAY WHEN DUE, AND SHALL DEFEND LESSOR AND ITS SUCCESSORS AND ASSIGNS AGAINST, ANY AND ALL LIABILITIES, LOSSES, DAMAGES, CLAIMS AND EXPENSES (INCLUDING REASONABLE ATTORNEY FEES) RELATING TO OR ARISING OUT OF LESSEE'S BREACH OF ANY OF ITS REPRESENTATIONS, WARRANTIES, OR COVENANTS CONTAINED IN SECTION 11 OF THE AGREEMENT AS SUPPLEMENTED HEREIN. 3. SECTION 12. WARRANTY ASSIGNMENT; EXCLUSION OF WARRANTIES; LIMITATIONS ON LIABILITY; FINANCE LEASE. For purposes of this Schedule, delete "FINANCE LEASE" in the title of this Section and delete the first and last sentences of paragraph (d). 4. SECTION 17. OWNERSHIP; LIENS AND ENCUMBRANCES; LABELS. Insert at the end of this paragraph the following: "Notwithstanding the first sentence of this Section, upon Lessee's acceptance of the Products under this Schedule, title to the Products shall vest in Lessee subject to Lessor's rights under the Agreement; provided that,upon an Event of Default or any termination of this Schedule,other than by Lessee's purchase of the Products, title to the Products shall immediately and without any action by either party vest in Lessor, and Lessee shall immediately surrender possession of the Products to Lessor.Any such transfer of title shall occur automatically without the necessity of any bill of sale, certificate of title or other instrument of conveyance. Lessee shall, nevertheless, execute and deliver any such instruments as Lessor may request to evidence such transfer. 5. PURCHASE OPTION. Provided that no Event of Default has occurred and is continuing, and upon satisfaction of all payment obligations herein by Lessee, Lessee shall be entitled to Lessor's interest in the Products, AS IS, WHERE IS, WITHOUT WARRANTY OR RECOURSE, EXPRESS, IMPLIED OR OTHERWISE, BY OR AGAINST LESSOR, INCLUDING ANY WARRANTIES OF Reference: Page 2 of 3 Master Lease Schedule TELP Internal Use-Confidential Page 372 DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR AGAINST INFRINGEMENT, other than the absence of any liens by, through or under Lessor. As continuing security for Lessee's obligations hereunder, Lessee hereby grants to Lessor, a first-priority security interest in all of Lessee's rights and interest in and to the Products and all proceeds thereof, free and clear of all security interests, liens or encumbrances whatsoever. 6. COMPLETION OF SCHEDULE: Lessee hereby authorizes Lessor to insert or update the serial numbers of the Products from time to time as necessary. If Lessee delivers this signed Schedule, any amendment or other document related to this Schedule or the Master Lease (each a "Document")to Lessor by facsimile transmission, and Lessor does not receive all of the pages of that Document, Lessee agrees that,except for any pages which require a signature, Lessor may supply the missing pages to the Document from Lessor's database which conforms to the version number at the bottom of the page. If Lessee delivers a signed Document to Lessor as an e-mail attachment, facsimile transmission or by U.S. mail, Lessee acknowledges that Lessor is relying on Lessee's representation that the Document has not been altered. Lessee further agrees that, notwithstanding any rule of evidence to the contrary, in any hearing,trial or proceeding of any kind with respect to a Document, Lessor may produce a tangible copy of the Document transmitted by Lessee to Lessor by facsimile or as an e-mail attachment and such signed copy shall be deemed to be the original of the Document. To the extent(if any)that the Document constitutes chattel paper under the Uniform Commercial Code,the authoritative copy of the Document shall be the copy designated by Lessor or its assignee, from time to time, as the copy available for access and review by Lessee, Lessor or its assignee. All other copies are deemed identified as copies of the authoritative copy. In the event of inadvertent destruction of the authoritative copy, or corruption of the authoritative copy for any reason or as the result of any cause, the authoritative copy may be restored from a backup or archive copy, and the restored copy shall become the authoritative copy. At Lessor's option,this electronic record may be converted into paper form. At such time, such paper copy will be designated or marked as the authoritative copy of the Document. By signing below, each of the parties hereto agrees to be bound by the terms of the Agreement, this Schedule and the attached Exhibits"A"and "B". DELL FINANCIAL SERVICES L.L.C. "Lessee" "Lessor" By: By: Name: Name: Title: Title: Date: Date: Reference: Page 3 of 3 Master Lease Schedule TELP Page 373 Dell Financial Services DELL FLEX LEASE PURCHASE SCHEDULE NO. TO MASTER LEASE AGREEMENT NO. THIS SCHEDULE IS SUBJECT TO AND INCORPORATES THE TERMS AND CONDITIONS OF MASTER LEASE AGREEMENT NO. ("Agreement") DATED BETWEEN DELL FINANCIAL SERVICES L.L.C. ("Lessor") AND ("Lessee"). Lessor hereby agrees to lease and/or make available to Lessee subject to the terms, conditions and provisions set forth in this Schedule and in the Agreement, the Products described below. Any capitalized term used herein and not defined herein shall have the meaning ascribed to it in the Agreement. PRODUCT DESCRIPTION AND LOCATION: See below or Exhibit"A"attached to and made a part hereof. PRODUCT SELLER: Product Product Lessee Purchase Primary Term Commencement Description Location Order No. LMRS.1 Date* See Exhibit'A' See Exhibit'A' Rent is payable: in Payment Period: *The Commencement Date may be extended for one Payment Period until the Schedule is returned in accordance with the terms in the Agreement. LEASE PURCHASE PROVISIONS The following provisions shall apply with respect to this Schedule in addition to those provisions in the Agreement: 1. SECTION 4. RENT; TAXES; PAYMENT OBLIGATION. Insert as a new last sentence to subsection (a)the following: "For the purposes of this Schedule,the Rent, as well as the principal and interest portions of each Rent payment are shown in the chart provided on Exhibit"B", attached to and made a part hereof. Add as a new last sentence to subsection (b)the following: "Because the Products will be used for a governmental or proprietary purpose of Lessee, they are exempt from all sales, use and property taxes." 2. SECTION 3.TERM. Insert as a new second paragraph the following: "TECHNOLOGY REFRESH WITH NEW FINANCING OPTION. Provided no Event of Default has occurred or is continuing under this Schedule and the Agreement, Lessee may exercise the following technology refresh option ("Tech Refresh Option")by delivering to Lessor an irrevocable written election notice to exercise the Tech Refresh Option at least 120 days prior to the expiration of the Primary Term and by completing all of the following on or before the beginning of the last month of the Primary Term (the"Tech Refresh Date"): (i) Lessee returns all (but not less than all) of the Products on this Schedule ("Original Products")to Lessor in the same manner as described in the Agreement; and (ii) Lessee enters into a new Schedule under the Agreement (the "New Lease") with a primary term of at least 24 months for new equipment("New Products")which are, as determined by Lessor,of the same manufacture,type and quality as the Original Products and which have a Total Product Cost that is at least 75%of the Total Product Cost of the Original Products. When Lessee completely fulfills the terms and conditions of the Tech Refresh option and has made all payments and performed all other obligations under the Schedule and the Agreement, then this Schedule shall terminate and, except as Reference: Page 1 of 3 Master Lease Schedule DellFlex Option Page 374 provided in the Agreement, Lessee shall be relieved of all obligations under this Schedule. Notwithstanding the election by Lessee of the Tech Refresh Option, the Schedule and Agreement shall remain in full force and effect and if the terms and condition of the Tech Refresh Option are not fulfilled before the Tech Refresh Date, the Tech Refresh Option shall be null and void and Lessee shall pay the final Rent payment due on the Tech Refresh Date. 3. SECTION 11. REPRESENTATIONS,WARRANTIES AND COVENANTS OF LESSEE. For purposes of this Schedule, add paragraphs Q)through (t)as follows: "Q) Lessee will comply with the information reporting requirements of Section 149(e)of the Code, including but not limited to, the execution (and delivery to Lessor)of information statements requested by Lessor; (k) Lessee will not do, cause to be done or fail to do any act if such act or failure to act will cause this Agreement, or any transaction hereunder, to be an Arbitrage Bond within the meaning of Section 148 of the Code or a Private Activity Bond within the meaning of Section 141 of the Code; (1) The total cost of the Products listed in this Schedule will not be less than the total Principal Portion of the Rent listed in this Schedule; (m) The Products listed in this Schedule have or will be ordered within six months of the date hereof in order to commence such Schedule; (n) The Products listed in this Schedule are expected to be delivered and installed, and the Seller fully paid, within one year from the date hereof; (o) No fund or account which secures or otherwise relates to the Rent has been established; (p) Lessee will not sell, encumber or otherwise dispose of any property comprising this Schedule prior to the final maturity or termination of such Schedule without a written opinion of nationally recognized bond counsel to the effect that any such disposition will not adversely affect the exclusion of interest on the Rent from gross income for federal income tax purposes; (q) Lessee agrees to execute, deliver and provide Lessor with satisfactory evidence of the filing of such documentation, as may be required for the purposes of properly reporting this Schedule, including, without limitation, IRS forms 8038-G or 8038-GC, as required under the Code; (r) It is expected that Rent under this Schedule will be paid from periodic appropriations of the Lessee deposited into the general fund of the Lessee, that such appropriations will equal the Rent due during each Fiscal Period of Lessee, and that all amounts paid for Rent will be from an appropriation made by the Lessee during the Fiscal Period in which such Rent is made; (s) To the best of our knowledge, information and belief, the above expectations are reasonable; and (t) Lessee will comply with all applicable provisions of the Code, including without limitation Sections 103, 141 and 148 thereof, and the applicable regulations of the Treasury Department to maintain the exclusion of the interest components of Rent from gross income for purposes of federal income taxation. Without limiting the generality of the foregoing, Lessor hereby gives notice to Lessee that, upon execution of this Schedule by Lessor, Lessor shall assign all of its right, title and interest in, to and under this Schedule, including all Products and all payments owing under such Schedule,to Dell Equipment Funding L.P. ("DEF")pursuant to a purchase agreement between the Lessor and DEF. Lessee hereby acknowledges and consents to such assignment and shall keep, or cause to be kept, a complete and accurate record of all such assignments in a manner and form necessary to comply with Section 149(a)of the Code and the Treasury Regulations promulgated thereunder. Lessor hereby directs Lessee to continue to make any and all payments required to be made under this Schedule directly to Lessor, as servicing agent for DEF, at the same address to which Lessee is currently making payments unless and until Lessor is directed by DEF to make such payments to a different address or payee." 4. SECTION 12. WARRANTY ASSIGNMENT; EXCLUSION OF WARRANTIES; LIMITATIONS ON LIABILITY; FINANCE LEASE. For purposes of this Schedule, delete"FINANCE LEASE" in the title of this Section and delete paragraph (d). 5. SECTION 17. OWNERSHIP; LIENS AND ENCUMBRANCES; LABELS. Reference: Page 2 of 3 Master Lease Schedule DellFlex Option Page 375 Insert at the end of this paragraph the following: "If Lessee has not terminated the Lease in accordance with Section 5 of the Agreement and no Event of Default has occurred and is continuing, then upon payment of all Rent and other amounts due under this Schedule and the Agreement, at the end of the Lease Term, Lessee is entitled to Lessor's interest in the Products "AS IS, WHERE IS,"without any warranty or representation by Lessor, express or implied, other than the absence of any liens by, through or under Lessor. Lessee will deliver to Lessor documents reasonably requested by Lessor to give public notice of Lessor's interest in the Products." 6. PURCHASE OPTION. Provided that no Event of Default has occurred and is continuing, and upon satisfaction of all payment obligations herein by Lessee, Lessee shall be entitled to Lessor's interest in the Products, AS IS, WHERE IS, WITHOUT WARRANTY OR RECOURSE, EXPRESS, IMPLIED OR OTHERWISE, BY OR AGAINST LESSOR, INCLUDING ANY WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR AGAINST INFRINGEMENT, other than the absence of any liens by, through or under Lessor. As continuing security for Lessee's obligations hereunder, Lessee hereby grants to Lessor, a first-priority security interest in all of Lessee's rights and interest in and to the Products and all proceeds thereof, free and clear of all security interests, liens or encumbrances whatsoever. 7. COMPLETION OF SCHEDULE: Lessee hereby authorizes Lessor to insert or update the serial numbers of the Products from time to time as necessary. If Lessee delivers this signed Schedule, any amendment or other document related to this Schedule or the Master Lease (each a "Document")to Lessor by facsimile transmission, and Lessor does not receive all of the pages of that Document, Lessee agrees that,except for any pages which require a signature, Lessor may supply the missing pages to the Document from Lessor's database which conforms to the version number at the bottom of the page. If Lessee delivers a signed Document to Lessor as an e-mail attachment, facsimile transmission or by U.S. mail, Lessee acknowledges that Lessor is relying on Lessee's representation that the Document has not been altered. Lessee further agrees that, notwithstanding any rule of evidence to the contrary, in any hearing,trial or proceeding of any kind with respect to a Document, Lessor may produce a tangible copy of the Document transmitted by Lessee to Lessor by facsimile or as an e-mail attachment and such signed copy shall be deemed to be the original of the Document. To the extent(if any)that the Document constitutes chattel paper under the Uniform Commercial Code,the authoritative copy of the Document shall be the copy designated by Lessor or its assignee, from time to time, as the copy available for access and review by Lessee, Lessor or its assignee. All other copies are deemed identified as copies of the authoritative copy. In the event of inadvertent destruction of the authoritative copy, or corruption of the authoritative copy for any reason or as the result of any cause, the authoritative copy may be restored from a backup or archive copy, and the restored copy shall become the authoritative copy. At Lessor's option,this electronic record may be converted into paper form. At such time, such paper copy will be designated or marked as the authoritative copy of the Document. By signing below, each of the parties hereto agrees to be bound by the terms of the Agreement, this Schedule and the attached Exhibits"A"and "B". DELL FINANCIAL SERVICES L.L.C. "Lessee" "Lessor" By: By: Name: Name: Title: Title: Date: Date: Reference: Page 3 of 3 Master Lease Schedule DellFlex Option Page 376 [LESSEE LEGAL NAME] PC as a SERVICE MASTER AGREEMENT SCHEDULE NO. THIS SCHEDULE IS SUBJECT TO AND INCORPORATES THE TERMS AND CONDITIONS OF MASTER AGREEMENT NO. ("Agreement") DATED , 20_ BETWEEN DELL FINANCIAL SERVICES L.L.C. ("Lessor") AND ("Lessee"). Lessor hereby agrees to lease and/or make available to Lessee subject to the terms, conditions and provisions set forth in this Schedule and in the Agreement,the Products described below. Any capitalized term used herein and not defined herein shall have the meaning ascribed to it in the Agreement. PRODUCT DESCRIPTION AND LOCATION: See below or Exhibit A attached to and made a part hereof. PRODUCT SELLER: Dell Marketing LP,One Dell Way,Round Rock,TX 78682 Description Number of Seats Per Seat Fee Rent [Example: Equipment and Soft Cost Items set forth [Example: 1,000] [Example: [Example:$50,000] in Dell Quote#1234561 $50.00 Total: $ Total Product Acquisition Cost: $ Primary Term: Rent is payable: in advance;in arrears[specify] Payment Period: Monthly Quarterly Pro-rated Rent: does not apply Lessee is responsible for applicable taxes,shipping and other amounts as described in the Agreement, and,with the first payment of Rent,any prorated Rent if applicable. Such amounts are further described in Exhibit A. ** The Commencement Date may be extended for one Payment Period until the Schedule is returned in accordance with the terms stated in the Agreement. Lessor may charge Lessee prorated Rent accruing from the Acceptance Date to the Commencement Date, as such date is finally determined. For the purposes of this Schedule:a"Seat"means a unit of Equipment and the Soft Cost Items linked with that unit. Flexible Consumption Terms: Provided that no Event of Default has occurred and is continuing,Lessee may give irrevocable written notice to Lessor of its intention to exercise one of the following three options: Flex Up; Flex Down;or a combination of Flex Up and Flex Down. Flex Up At any time during the Primary Term, Lessee may add additional Seats at any time by executing a new Schedule (subject to credit and pricing approval). Flex Down Once, at any time after the half-way point of the Primary Term, and Provided that no Event of Default has occurred and is continuing, Lessee may remove up to %of the Seats by providing at least 90 days' notice to Lessor with such notice listing the Equipment to be returned by serial number. If the Lessee has contracted with Product Seller for asset return services for the Seat,then the removal of the Seat will be at no additional cost to the Lessee. Otherwise, Lessee is responsible for the costs of returning the Seat in accordance with the Agreement. Upon Lessor's receipt of the Seat, Lessee's Rent over the remainder of the Primary Term will be lowered to reflect the Seats received. Combination Once, at any time after the half-way point of the Primary Term, and Provided that no Event of Default has occurred and is continuing,Customer may add additional Seats at any time by executing a new Schedule(subject to credit and pricing approval) Page 1 of 2 PCaaS Schedule 9.15.2017 Internal Use-Confidential Page 377 MASTER LEASE AGREEMENT SCHEDULE NO. while at the same time removing up to_%of the Seats by providing at least 90 days'notice to Lessor with such notice listing the Equipment to be returned by serial number. If the Lessee has contracted with Product Seller for asset return services for the Seat,then the removal of the Seat will be at no additional cost to the Lessee. Otherwise,Customer is responsible for the costs of returning the Seat in accordance with the Agreement. Upon Lessor's receipt of the Seat, Lessee's Rent over the remainder of the Primary Term will be lowered to reflect the Seats received. Extension Option Provided that no Event of Default has occurred and is continuing, Lessee has two options upon giving notice at least 30 days prior to the expiration of the Primary Term:(1)renew the Schedule for a mutually agreeable term,or(2)renew the Schedule on a month- to-month basis,terminable upon 30 days notice from either party to the other.For both Renewal Terms,the Rent shall be the same as the Rent during the Initial Term. Holdover Period If the Lessee has contracted with Dell for asset return services for a Seat,then Lessee is not liable for any amount beyond the Base Term unless Lessee has exercised the above Extension Option or, through its actions or inactions, prevented Dell from retrieving the Seat.Where Lessee prevented Dell from retrieving the Seat or has not contracted with Dell for asset return services for a Seat, then in the event Lessee has not returned the Seat in accordance with the Agreement, the Term will automatically extend for successive one-month terms in which case Lessee will pay Lessor the same Rent as during the Initial Term. Such one-month terms will continue until Lessor's receipt of the Seat. COMPLETION OF SCHEDULE: Lessee hereby authorizes Lessor to insert or update the serial numbers of the Products from time to time as necessary. If Lessee delivers this signed Schedule,any amendment or other document related to this Schedule or the Master Lease(each a "Document") to Lessor by facsimile transmission, and Lessor does not receive all of the pages of that Document, Lessee agrees that, except for any pages which require a signature, Lessor may supply the missing pages to the Document from Lessor's database which conforms to the version number at the bottom of the page. If Lessee delivers a signed Document to Lessor as an e-mail attachment,facsimile transmission or by U.S.mail,Lessee acknowledges that Lessor is relying on Lessee's representation that the Document has not been altered. Lessee further agrees that, notwithstanding any rule of evidence to the contrary, in any hearing,trial or proceeding of any kind with respect to a Document, Lessor may produce a tangible copy of the Document transmitted by Lessee to Lessor by facsimile or as an e-mail attachment and such signed copy shall be deemed to be the original of the Document. To the extent(if any)that the Document constitutes chattel paper under the Uniform Commercial Code,the authoritative copy of the Document shall be the copy designated by Lessor or its assignee,from time to time, as the copy available for access and review by Lessee, Lessor or its assignee. All other copies are deemed identified as copies of the authoritative copy. In the event of inadvertent destruction of the authoritative copy, or corruption of the authoritative copy for any reason or as the result of any cause,the authoritative copy may be restored from a backup or archive copy,and the restored copy shall become the authoritative copy. At Lessor's option,this electronic record may be converted into paper form.At such time,such paper copy will be designated or marked as the authoritative copy of the Document. By signing below,each of the parties hereto agrees to be bound by the terms of the Agreement,this Schedule and the attached Exhibit A. [LESSEE LEGAL NAME] DELL FINANCIAL SERVICES L.L.C. (Lessee) (Lessor) By: By: (Authorized Signature) (Authorized Signature) (Name/Title) (Name/Title) (Date) (Date) Page 2 of 2 PCaaS Schedule 9.15.2017 Internal Use-Confidential Page 378 LEASE PURCHASE SCHEDULE NO. TO MASTER LEASE AGREEMENT NO. (SOFTWARE AND/OR MAINTENANCE ONLY FINANCING SCHEDULE) THIS SCHEDULE IS SUBJECT TO AND INCORPORATES THE TERMS AND CONDITIONS OF MASTER LEASE AGREEMENT NO. and any amendments, if applicable ("Agreement") DATED BETWEEN DELL FINANCIAL SERVICES L.L.C. ("Lessor") AND ("Lessee"). Lessor hereby agrees to lease and/or make available to Lessee subject to the terms, conditions and provisions set forth in this Schedule and in the Agreement, the Products described below. Any capitalized term used herein and not defined herein shall have the meaning ascribed to it in the Agreement. PRODUCT DESCRIPTION AND LOCATION: See below or Exhibit"A"attached to and made a part hereof. PRODUCT SELLER: Product Product Lessee Purchase Rent* Primary Term Commencement Description Location Order No. Mos. Date See Exhibit'A' See Exhibit'A' Total Product Acquisition Cost: Rent is payable: in Interest Rate: Payment Period: *Lessee is responsible for applicable taxes, shipping and other amounts as described in the Agreement, and, with the first payment of Rent, any prorated Rent if applicable. Such amounts are further described in Exhibit"A". The following provisions shall apply with respect to this Schedule in addition to those provisions in the Agreement: 1. SECTION 4. RENT; TAXES; PAYMENT OBLIGATION: Insert as a new last sentence to subsection (a)the following: "For the purposes of this Schedule,the Rent, as well as the principal and interest comprising the Rent, and Purchase Price as of the applicable Purchase Date are shown in the chart on Exhibit"B", attached to and made a part hereof. 2. NATURE OF SCHEDULE. Lessee and Lessor acknowledge that this Schedule is strictly a financing arrangement providing for the repayment of a lease purchase in the amount of the Lessor's Basis (as defined below)made by Lessor to Lessee by performing Lessee's payment obligations to the Product Seller under Lessee's Purchase Order referenced above and is to be repaid as and when set forth herein. The amount of the Rent payments provided for herein represents payments of principal and interest on such lease purchase. 3. PRODUCTS CONSISTING SOLELY OF SOFTWARE AND RELATED SERVICES. The Products covered by this Schedule consist exclusively of the Software identified on Exhibit A; that Lessee hereby acknowledges has been delivered, installed, and accepted by Lessee. Lessee and Lessor agree that(i)any language in the Agreement pertaining to Lessor's ownership of the Products and (ii)the following sections of the Agreement shall not apply to this Schedule: 8 (Return); 10 (Alterations); 14(a)(ii) (in so far as it purports to provide Lessor a right to sell, lease, or otherwise dispose of the Products consisting of Software licenses that would violate the underlying license agreement); and, 17 (Ownership; Liens and Encumbrances; Labels). Notwithstanding the foregoing, Lessee acknowledges that the remaining terms and conditions of the Agreement shall apply to this Schedule including without limitation: Sections 4 (Rent; Taxes; Payment Obligation); 5 (Appropriation of Funds); 6 (Licensed Materials); 12 (Warranty Assignment; Exclusion of Warranties; Limitation of Liability; Reference: Page 1 of 3 Master Lease Schedule Software Only-Public Page 379 Finance Lease); and 16 (Indemnification). This Schedule shall terminate upon the expiration of the Primary Term without extension or renewal; provided, however, that such termination of the Schedule shall not effect obligations of Lessee accruing prior to the termination. 4. ADDITIONAL PROVISIONS. For purposes of this Schedule, the "Lessor's Basis" shall consist of the following amounts: (i)the Total Product Acquisition Cost set forth above; plus(ii)all other amounts that become due and owing under this Schedule that are not included in the amounts paid to Lessor pursuant to clause(i). As security for Lessee's obligations hereunder and subject to applicable law and the Software license agreement, Lessee grants Lessor, a first-priority security interest in all of Lessee's rights and interest in and to the Products (including with respect to any Software or services, Lessee's right to use the Software and right to obtain the services)and all proceeds thereof(including without limitation any refunds with respect to the Software or associated services financed under this Schedule(each a"Refund")that are received by Lessee or that Lessee has a right to receive),free and clear of all security interests, liens or encumbrances whatsoever. Upon Lessor's written instructions after an Event of Default or a non-appropriation pursuant to Section 5 with respect to this Schedule, Lessee agrees to (a) immediately cease using the Software, (b) deinstall and delete all copies of the Software from any computer systems owned or controlled by Lessee or used for Lessee's benefit, and (c) provide Lessor with a certificate signed by an authorized representative of Lessee attesting to such cessation of use and maintenance, deinstallation, deletion and destruction. In the event that Lessee shall be entitled to a Refund from the Software licensor, Lessee authorizes Lessor to deliver a copy of this Schedule to the licensor as evidence of Lessee's consent to Lessor's collection and receipt of the Refund directly; provided, however, nothing herein shall obligate Lessor to pursue Lessee's Refund rights (if any do exist) or modify, excuse or limit Lessee's obligations pursuant to this Schedule that Lessee acknowledges and agrees are absolute and unconditional, subject to Lessee's right to non-appropriate pursuant to Section 5 of the Agreement. Lessor shall apply any Refund actually received by Lessor against the next scheduled Rent payment(s) and all other amounts owed under this Schedule. Lessee agrees that, except in the case of a non-appropriation pursuant to Section 5, it shall owe any unpaid amounts hereunder remaining after application of such Refund. Finally, pursuant to applicable laws, the Stipulated Loss Value that Lessee may be required to pay Lessor upon an Event of Default under this Schedule shall equal the total sum of the then remaining payments due and unpaid under this Schedule for the Primary Term discounted at the lesser of(x)the discount rate of the Federal Reserve Bank of Chicago on the Commencement Date of this Schedule and (y)the interest rate set forth above. 5. ASSIGNMENT. Lessor hereby gives notice to Lessee that, upon execution of this Schedule by Lessor, Lessor shall assign all of its right, title and interest in, to and under this Schedule, including all Products and all payments owing under such Schedule, to Dell Equipment Funding L.P. ("DEF") pursuant to a purchase agreement between the Lessor and DEF. Lessee hereby acknowledges and consents to such assignment and shall keep, or cause to be kept, a complete and accurate record of all such assignments in a manner and form necessary to comply with all applicable laws. Lessor hereby directs Lessee to continue to make any and all payments required to be made under this Schedule directly to Lessor, as servicing agent for DEF, at the same address to which Lessee is currently making payments unless and until Lessor is directed by DEF to make such payments to a different address or payee. 6. COMPLETION OF SCHEDULE. Lessee hereby authorizes Lessor to insert or update the serial numbers of the Products as necessary. If Lessee delivers this signed Schedule, any amendment or other document related to this Schedule or the Master Lease (each a "Document")to Lessor by facsimile transmission, and Lessor does not receive all of the pages of that Document, Lessee agrees that,except for any pages which require a signature, Lessor may supply the missing pages to the Document from Lessor's database which conforms to the version number at the bottom of the page. If Lessee delivers a signed Document to Lessor as an e-mail attachment, facsimile transmission or by U.S. mail, Lessee acknowledges that Lessor is relying on Lessee's representation that the Document has not been altered. Lessee further agrees that, notwithstanding any rule of evidence to the contrary, in any hearing,trial or proceeding of any kind with respect to a Document, Lessor may produce a tangible copy of the Document transmitted by Lessee to Lessor by facsimile or as an e-mail attachment and such signed copy shall be deemed to be the original of the Document. To the extent(if any)that the Document constitutes chattel paper under the Uniform Commercial Code,the authoritative copy of the Document shall be the copy designated by Lessor or its assignee, from time to time, as the copy available for access and review by Lessee, Lessor or its assignee. All other copies are deemed identified as copies of the authoritative copy. In the event of inadvertent destruction of the authoritative copy, or corruption of the authoritative copy for any reason or as the result of any cause, the authoritative copy may be restored from a backup or archive copy, and the restored copy shall become the authoritative copy. At Lessor's option,this electronic record may be converted into paper form. At such time, such paper copy will be designated or marked as the authoritative copy of the Document. Reference: Page 2 of 3 Master Lease Schedule Software Only-Public Page 380 By signing below, each of the parties hereto agrees to be bound by the terms of the Agreement, this Schedule and the attached Exhibits"A"and "B". DELL FINANCIAL SERVICES L.L.C. "Lessee" "Lessor" By: By: Name: Name: Title: Title: Date: Date: Reference: Page 3 of 3 Master Lease Schedule Software Only-Public Page 381 Dell Customer Communication-Confidential Dell Financial Ancillary Documents: Validity Opinion Red Book Bond Tax Opinion (Tax Exempt Leases over 5M) 8038 G 8038 GC Page 382 SAMPLE VALIDITY OPINION LETTER TO BE EXECUTED ON COUNSEL'S LETTERHEAD To: Ladies and Gentlemen: We are counsel to (the"Lessee")and,in that capacity,we have examined Master Lease Agreement No. dated as of ,and the Lease Schedule No. to Master Lease Agreement No thereto, dated as of (collectively the "Agreement"), between the Lessee and Dell Financial Services L.L.C. (the"Lessor"). Based on our examination of the Agreement and such other examinations as we have deemed appropriate,we are of the opinion as follows: (a) The Lessee is an entity duly organized and existing under and by virtue of the authorizing statute or constitutional provisions of the State of and is a state or political subdivision thereof as described in Section 103(a) of the Internal Revenue Code of 1986,as amended,with full power and authority to enter into the Agreement and the transactions contemplated thereby and to perform all of its obligations thereunder; (b) The Agreement has been duly authorized, executed and delivered by of the Lessee by proper action of its governing board at a meeting duly called, regularly convened and attended throughout by the requisite majority of the members thereof or by other appropriate official approval,and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of the Agreement against the Lessee; (c) The Agreement constitutes the valid, legal and binding obligation of the Lessee,enforceable in accordance with its terms; (d) No approval, consent or withholding of objection is required from any federal, state or local governmental authority or instrumentality with respect to the entering into or performance by the Lessee of the Agreement and the transactions contemplated thereby; (e) Lessee has complied with any applicable public bidding requirements and other applicable state and federal laws in connection with the Agreement and the transactions contemplated thereby; (f) The entering into and performance of the Agreement will not violate any judgment, order, law or regulation applicable to the Lessee or result in any breach of, or constitute a default under, any instrument to which the Lessee is a party or by which it or its assets may be bound,or result in the creation of any lien,charge,security interest or other encumbrance upon any assets of the Lessee or on the Products,other than those created by the Agreement; (g) The Products are tangible personal property and when subject to use by the Lessee will not be or become fixtures or real property under the laws of the State of (h) There are no actions,suits,proceedings,inquiries or investigations,at law or in equity,before or by any court,public board or body, pending or threatened against or affecting, nor to the best of our knowledge and belief is there any basis therefor, which, if determined adversely to Lessee,will have a material adverse effect on the ability of the Lessee to fulfill its obligations under the Agreement; and (i) Lessee has, in accordance with the requirements of law, fully budgeted and appropriated sufficient funds for Lessee's current Fiscal Period to make the Rent payments scheduled to come due during Lessee's current Fiscal Period and to meet its other obligations under the Agreement for the current Fiscal Period,and such funds have not been expended for other purposes. This opinion is delivered to the addressee for its benefit and the benefit of its assigns for the purpose contemplated by the Agreement. Very truly yours, *Authorized Signatory of Lessee under the Agreement. Reference: Page 1 of 1 Validity Opinion Letter-Public Internal Use-Confidential Page 383 Dell Customer Communication-Confidential SAMPLE OPINION LETTER FOR TAX-EXEMPT LEASE PURCHASE TRANSACTIONS TO BE EXECUTED ON COUNSEL'S LETTERHEAD To: Dell Financial Services L.L.C. 12234 N. IH 35 Austin,TX 78753-1705 ATTN: Ladies and Gentlemen: We are counsel to (the "Lessee") and in that capacity we have examined Master Lease Agreement No. , dated as of , 20_, and the Tax Exempt Lease Schedule No. to Master Lease Agreement No. thereto, dated as of 20 (collectively the "Agreement"), between the Lessee and Dell Financial Services L.L.C. (the"Lessor"). Based on our examination of the Agreement, the information statement(s) required for purposes of Section 149(e)of the Internal Revenue Code of 1986, as amended (the "Code") and such other documents, records, papers as we have deemed appropriate,we are of the opinion as follows: (a) The Lessee is an entity duly organized and existing under and by virtue of the authorizing statute or constitutional provisions of the State of and is a state or political subdivision thereof as described in Section 103(a) of the Code, with full power and authority to enter into the Agreement and the transactions contemplated thereby and to perform all of its obligations thereunder; (b) The Agreement has been duly authorized, executed and delivered by of the Lessee by proper action of its governing board at a meeting duly called, regularly convened and attended throughout by the requisite majority of the members thereof or by other appropriate official approval, and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of the Agreement against the Lessee; (c) The Agreement constitutes the valid, legal and binding obligation of the Lessee, enforceable in accordance with its terms; (d) No approval, consent or withholding of objection is required from any federal, state or local governmental authority or instrumentality with respect to the entering into or performance by the Lessee of the Agreement and the transactions contemplated thereby; (e) Lessee has complied with any applicable public bidding requirements and other applicable state and federal laws in connection with the Agreement and the transactions contemplated thereby; (f) The entering into and performance of the Agreement will not violate any judgment, order, law or regulation applicable to the Lessee or result in any breach of, or constitute a default under, any instrument to which the Lessee is a party or by which it or its assets may be bound, or result in the creation of any lien, charge, security interest or other encumbrance upon any assets of the Lessee or on the Products, other than those created by the Agreement; (g) The Products are tangible personal property and when subject to use by the Lessee will not be or become fixtures or real property under the laws of the State of (h) There are no actions, suits, proceedings, inquiries or investigations,at law or in equity, before or by any court, public board or body, pending or threatened against or affecting, nor to the best of our knowledge and belief is there any basis therefor,which, if determined adversely to Lessee,will have a material adverse effect on the ability of the Lessee to fulfill its obligations under the Agreement; (i) Lessee has, in accordance with the requirements of law, fully budgeted and appropriated sufficient funds for Lessee's current Fiscal Period to make the Rent payments scheduled to come due during Lessee's current Fiscal Period and to meet its other obligations under the Agreement for the current Fiscal Period, and such funds have not been expended for other purposes; 0) Lessee's obligation(s) under the Agreement is/are a State or local bond within the meaning of DES Public Tax-Exempt LP Opinion Lettec.012208 Page 384 Dell Customer Communication-Confidential Section 103 of the Code; (k) The Agreement does not constitute an arbitrage bond within the meaning of Section 148 of the Code or a private activity bond within the meaning of Section 141 of the Code;and (1) The interest portion of the Rent due under the Agreement is not includable in gross income for Federal income tax purposes under the Code and will not constitute a tax preference under Section 57 of the Code for purposes of computing the alternative minimum tax imposed pursuant to Section 55 of the Code. This opinion is delivered to the addressee for its benefit and the benefit of its assigns for the purpose contemplated by the Agreement and may be relied upon by special tax counsel if one is retained to render an opinion as to the exemption from federal income taxation of the interest component of payments to be made by Lessee pursuant to the Agreement. Very truly yours, *Authorized Signatory of Lessee under the Agreement. DFS Public Tax-Exempt LP Opinion Leuer.012208 Page 385 Form 8038-G Information Return for Tax-Exempt Governmental Bonds (Rev.October2021) ' Under Internal Revenue Code section 149(e) ' See separate instructions. OMB No.1545-0047 Department of the Treasury Caution:If the issue price is under$100,000,use Form 8038-GC. Internal Revenue Service 'Go to wwwJrs.gov/F8038G for instructions and the latest information. Reporting Authority Check box if Amended Return ► ❑ 1 Issuer's name 2 Issuer's employer identification number(EIN) 3a Name of person(other than issuer)with whom the IRS may communicate about this return(see instructions) 3b Telephone number of other person shown on 3a 4 Number and street(or P.O.box if mail is not delivered to street address) Room/suite 5 Report number(For IRS Use Only) 3 6 City,town,or post office,state,and ZIP code 7 Date of issue 8 Name of issue 9 CUSIP number 10a Name and title of officer or other employee of the issuer whom the IRS may call for more information 10b Telephone number of officer or other employee shown on 10a ]� Tylpe of Issue Enter the issue rice. See the instructions and attach schedule. 11 Education . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 12 Health and hospital . . . . . . . . . . . . . . . . . . . . . . . . . . 12 13 Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 14 Public safety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 15 Environment(including sewage bonds) . . . . . . . . . . . . . . . . . . . . 15 16 Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 17 Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 18 Other. Describe ► 18 19a If bonds are TANS or RANs, check only box 19a..........................................................................► ❑ b If bonds are BANS,check only box 19b...................................................................................► ❑ 20 If bonds are in the form of a lease or installment sale, check box................................................► ❑ Description of Bonds. Complete for the entire issue for which this form is being filed. (a)Final maturity date (b)Issue price (c)Stated redemption (d)Weighted (e)Yield price at maturity average maturity 21 $ $ years % Uses of Proceeds of Bond Issue(including underwriters'discount 22 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . . . 22 23 Issue price of entire issue(enter amount from line 21,column (b)) . . . . . . . 23 24 Proceeds used for bond issuance costs (including underwriters' discount) 24 25 Proceeds used for credit enhancement . . . . . . . . . . . . 25 26 Proceeds allocated to reasonably required reserve or replacement fund 26 27 Proceeds used to refund prior tax-exempt bonds. Complete Part V . . . 27 28 Proceeds used to refund prior taxable bonds. Complete Part V . . . . 28 29 Total(add lines 24 through 28) . . . . . . . . . . . . . . . . . 29 30 Nonrefunding proceeds of the issue(subtract line 29 from line 23 and enter amount here) . . . 30 Description of Refunded Bonds. Complete this part only for refunding bonds. 31 Enter the remaining weighted average maturity of the tax-exempt bonds to be refunded . . . N. years 32 Enter the remaining weighted average maturity of the taxable bonds to be refunded . . . . ► years 33 Enter the last date on which the refunded tax-exempt bonds will be called (MM/DD/YYYY) ► 34 Enter the date(s)the refunded bonds were issued ► (MM/DD/YYYY) For Paperwork Reduction Act Notice,see separate instructions. Cat.No.63773S Form 8038-G (Rev. 10-2021) Page 386 Form 8038-G(Rev.10-2021) Page 2 Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . . . 35 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (GIC).See instructions . . . . . . . . . . . . . . . . . . . . . . . . . 36a b Enter the final maturity date of the GIC► (MM/DD/YYYY) c Enter the name of the GIC provider► 37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans to other governmental units . . . . . . . . . . . . . . . . . . . . . . . . 37 38a If this issue is a loan made from the proceeds of another tax-exempt issue,check box► ❑ and enter the following information: b Enter the date of the master pool bond ► (MM/DD/YYYY) c Enter the EIN of the issuer of the master pool bond ► d Enter the name of the issuer of the master pool bond ► 39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III)(small issuer exception),check box........................I- ❑ 40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box..................................................................► ❑ 41a If the issuer has identified a hedge, check here ► ❑ and enter the following information: b Name of hedge provider► c Type of hedge► d Term of hedge► 42 If the issuer has superintegrated the hedge, check box.......................................................................................................► ❑ 43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated according to the requirements under the Code and Regulations (see instructions), check box...........................................► ❑ 44 If the issuer has established written procedures to monitor the requirements of section 148, check box...........................► ❑ 45a If some portion of the proceeds was used to reimburse expenditures, check here ► ❑ and enter the amount of reimbursement.....................................................................► b Enter the date the official intent was adopted ► (MM/DD/YYYY) Under penalties of perjury,I declare that I have examined this return and accompanying schedules and statements,and to the best of my knowledge Signature and belief,they are true,correct,and complete.I further declare that I consent to the IRS's disclosure of the issuer's return information,as necessary to process this return,to the person that I have authorized above. and Consent ' Signature of issuer's authorized representative Date ' Type or print name and title Paid Print/Type preparer's name Preparer's signature Date Check ❑ if PTIN Preparer self-employed Use Only Firm's name ► Firm's EIN► Firm's address► Phone no. Form 8038-G (Rev. 10-2021) Page 387 Form 8038-GC Information Return for Small Tax-Exempt Governmental Bond Issues, Leases, and Installment Sales (Rev.October 2021) ► Under Internal Revenue Code section 149(e) OMB No.1545-0047 Department of the Treasury Caution:If the issue price of the issue is$100,000 or more, use Form 8038-G. Internal Revenue Service ►Go to www.irs.gov/Form8038GC for instructions and the latest information. Offlif Reporting Authority Check box if Amended Return ► ❑ 1 Issuer's name 2 Issuer's employer identification number(EIN) 3 Number and street(or P.O.box if mail isn't delivered to street address) Room/suite 4 City,town,or post office,state,and ZIP code 5 Report number(For IRS Use Only) 6 Name and title of officer or other employee of issuer or designated contact person whom the IRS may call for more information 7 Telephone number of officer or legal representative EM Description of Obligations Check one box: ❑ Single issue ❑ Consolidated return 8a Issue price of obligation(s)(see instructions) . . . . . . . . . . . . . . . . . . . 8a b Issue date (single issue) or calendar date (consolidated). Enter date in MM/DD/YYYY format (for example,01/01/2009)(see instructions)► 9 Amount of the reported obligation(s)on line 8a that is: a For leases for vehicles . . . . . . . . . . . . . . . . . . . . . . . . . . 9a b For leases for office equipment. . . . . . . . . . . . . . . . . . . . . . . . 9b c For leases for real property . . . . . . . . . . . . . . . . . . . . . . . . . 9c d For leases for other(see instructions) . . . . . . . . . . . . . . . . . . . . . . 9d e For bank loans for vehicles . . . . . . . . . . . . . . . . . . . . . . . . . 9e f For bank loans for office equipment . . . . . . . . . . . . . . . . . . . . . . 9f g For bank loans for real property . . . . . . . . . . . . . . . . . . . . . . . 9g h For bank loans for other(see instructions) . . . . . . . . . . . . . . . . . . . . 9h i Used to refund prior issue(s) . . . . . . . . . . . . . . . . . . . . . . . . 9i j Representing a loan from the proceeds of another tax-exempt obligation (for example, bond bank) 9j k Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9k 10 If the issuer has designated any issue under section 265(b)(3)(13)(i)(III)(small issuer exception),check this box....................► ❑ 11 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check this box(see instructions)...................................► ❑ 12 Vendor's or bank's name: 13 Vendor's or bank's employer identification number: Under penalties of perjury,I declare that I have examined this return and accompanying schedules and statements,and to the best of my knowledge and Sinature belief,they are true, correct,and complete. I further declare that I consent to the IRS's disclosure of the issuer's return information, as necessary to g process this return,to the person(s)that I have authorized above. and Consent Signature of issuer's authorized representative Date Type or print name and title Paid Print/Type preparer's name Preparer's signature Date Check ❑ if PTIN Preparer self-employed Use Only Firm's name► Firm's EIN► Firm's address I Phone no. Future Developments Who Must File pay a penalty in lieu of arbitrage rebate.See For the latest information about developments Issuers of tax-exempt governmental the instructions for line 11,later. related to Form 8038-GC and its instructions, obligations with issue prices of less than Filing a consolidated return for multiple such as legislation enacted after they were $100,000 must file Form 8038-GC. issues.For all tax-exempt governmental published,go to www.irs.gov/Form8038GC. Issuers of atax-exempt governmental obligations with issue prices of less than obligation with an issue price of$100,000 or Form 00 that aren't reported must a separate General Instructions more must file Form 8038-G, Information Form 80ated in an issuer must file a Return for Tax-Exempt Governmental Bonds. consolidated information return including all Section references are to the Internal Revenue p such issues issued within the calendar year. Code unless otherwise noted. Filing a separate return for a single issue. Thus,an issuer may file a separate Form Issuers have the option to file a separate 8038-GC for each of a number of small issues Purpose of Form Form 8038-GC for any tax-exempt governmental obligation with an issue rice of and report the remainder of small issues Form 8038-GC is used by the issuers of tax- 9 9 p issued during the calendar year on one exempt governmental obligations to provide less than$100,000. consolidated Form 8038-GC. However,if the the IRS with the information required by An issuer of a tax-exempt bond used to issue is a construction issue,a separate Form section 149(e)and to monitor the finance construction expenditures must file a 8038-GC must be filed to give the IRS notice requirements of sections 141 through 150. separate Form 8038-GC for each issue to give of the election to pay a penalty in lieu of notice to the IRS that an election was made to arbitrage rebate. For Paperwork Reduction Act Notice,see instructions. Cat.No.64108E Form 8038-GC (Rev.10-2021) Page 388 Form 8038-GC(Rev.10-2021) Page 2 When To File Definitions Construction issue.This is an issue of tax- To file a separate return for a single issue,file Obligations.This refers to a single tax- exempt bonds that meets both of the Form 8038-GC on or before the 15th day of exempt governmental obligation if Form following conditions: the 2nd calendar month after the close of the 8038-GC is used for separate reporting or to 1.At least 75%of the available calendar quarter in which the issue is issued. multiple tax-exempt governmental obligations construction proceeds of the issue are to be To file a consolidated return for multiple if the form is used for consolidated reporting. used for construction expenditures with issues,file Form 8038-GC on or before Tax-exempt obligation.This is any obligation respect to property to be owned by a February 15 of the calendar year following the including a bond,installment purchase governmental unit or a 501(c)(3)organization, year in which the issue is issued. agreement,or financial lease on which the and Late filing.An issuer may be granted an interest is excluded from income under 2.All of the bonds that are part of the issue extension of time to file Form 8038-GC under section 103. are qualified 501(c)(3)bonds,bonds that section 3 of Rev.Proc.2002-48,2002-37 Tax-exempt governmental obligation.A aren't private activity bonds,or private activity r I.R.B.531,if it is determined that the failure to tax-exempt obligation that isn't a private bonds issued to finance property to owned file on time isn't due to willful neglect.Write at activity bond(see below)is a tax-exempt o a governmental unit or a 501(c)(3) the top of the form,"Request for Relief under governmental obligation.This includes a bond organization. section 3 of Rev.Proc.2002-48."Attach to issued by a qualified volunteer fire department In lieu of rebating any arbitrage that may be the Form 8038-GC a letter briefly stating why under section 150(e). owed to the United States,the issuer of a the form wasn't submitted to the IRS on time. Private activity bond. This includes an construction issue may make an irrevocable Also,indicate whether the obligation in obligation issued as part of an issue in which: election topay a penalty.The penalty is equal question is under examination by the IRS. to 1-1/2/0 of the amount of construction More than 10%of the proceeds are to be proceeds that do not meet certain spending Don't submit copies of any bond documents, used for an private activity business use,and requirements.See section 148 f 4 C and he leases,or installment sale documents.See y p y q ()( )( ) Where To File next. -More than 10%of the payment of principal Instructions for Form 8038-T. or interest of the issue is either(a)secured by Where To File an interest in property to be used for a private Specific Instructions File Form 8038-GC and any attachments at business use(or payments for such property) In general,a Form 8038-GC must be the followingaddress. or(b)to be derived from payments for property(or borrowed money)used for a completed on the basis of available Department of the Treasury private business use information and reasonable expectations as of . Internal Revenue Service Center the date of issue.However,forms that are Ogden,UT 84201 It also includes a bond,the proceeds of filed on a consolidated basis may be Private delivery services(PDS).You can use which(a)are to be used to make or finance completed on the basis of information readily certain PDS designated the IRS to meet loans(other than loans described in section available to the issuer at the close of the the"timely mailing as timely filing/paying"rule 141(c)(2))to persons other than governmental calendar year to which the form relates, for tax returns and payments.These PDS units and(b)exceeds the lesser of 5/o of the supplemented by estimates made in good include only the following: proceeds or$5 million. faith. •DHL Express(DHL):DHL Same Day Service. Issue.Generally,obligations are treated Part I—Reporting Authority part of the same issue only if they are issued •Federal Express(FedEx):FedEx Priority by the same issuer,on the same date,and as Amended return.An issuer may file an Overnight,FedEx Standard Overnight,FedEx part of a single transaction,or a series of amended return to change or add to the 2Day,FedEx International Priority,and FedEx related transactions.However,obligations information reported on a previously filed International First. issued during the same calendar year(a) return for the same date of issue.If you are •United Parcel Service(UPS):UPS Next Day under a loan agreement under which amounts filing to correct errors or change a previously Air,UPS Next Day Air Saver,UPS 2nd Day are to be advanced periodically(a"draw- filed return,check the Amended Return box in Air,UPS 2nd Day Air A.M.,UPS Worldwide down loan")or(b)with a term not exceeding the heading of the form. Express Plus,and UPS Worldwide Express. 270 days,may be treated as part of the same The amended return must provide all the The PDS can tell you how to get written issue if the obligations are equally and ratably information reported on the original return,in proof of the mailing date. secured under a single indenture or loan addition to the new corrected information. agreement and are issued under a common Attach an explanation of the reason for the Other Forms That May Be financing arrangement(for example,under the amended return and write across the top Required same official statement periodically updated "Amended Return Explanation." a to reflect changing factual circumstances). For rebating arbitrage(or paying a penalty in Also,for obligations issued under a draw- Line 1.The issuer's name is the name of the lieu of arbitrage rebate)to the federal down loan that meets the requirements of the entity issuing the obligations,not the name of government,use Form 8038-T,Arbitrage preceding sentence,obligations issued during the entity receiving the benefit of the Rebate,Yield Reduction and Penalty in Lieu different calendar years may be treated as financing.In the case of a lease or installment of Arbitrage Rebate.For private activity part of the same issue if all of the amounts to sale,the issuer is the lessee or purchaser. bonds,use Form 8038, Information Return for be advanced under the draw-down loan are Line 2.An issuer that doesn't have an Tax-Exempt Private Activity Bond Issues. reasonably expected to be advanced within 3 employer identification number(EIN)should For a tax-exempt governmental obligation years of the date of issue of the first apply for one online by visiting the IRS with an issue price of$100,000 or more,use obligation.Likewise,obligations(other than website at www.irs.gov/EIN.The organization Form 8038-G. private activity bonds)issued under a single may also apply for an EIN by faxing or mailing agreement that is in the form of a lease or Form SS-4 to the IRS. Rounding to Whole Dollars installment sale may be treated as part of the Lines 3 and 4.Enter the issuer's address or You may show the money items on this return same issue if all of the property covered by the address of the designated contact person as whole-dollar amounts.To do so,drop any that agreement is reasonably expected to be listed on line 6.If the issuer wishes to use its amount less than 50 cents and increase any delivered within 3 years of the date of issue of own address and the issuer receives its mail amount from 50 to 99 cents to the next higher the first obligation. in care of a third party authorized dollar.For example,$1.49 becomes$1 and Arbitrage rebate.Generally,interest on a representative(such as an accountant or $2.50 becomes$3.If two or more amounts state or local bond isn't tax-exempt unless attorney),enter on the street address line must be added to figure the amount to enter the issuer of the bond rebates to the United "C/O"followed by the third party's name and on a line,include cents when adding the States arbitrage profits earned from investing street address or P.O.box. Include the suite, amounts and round off only the total. proceeds of the bond in higher yielding room,or other unit number after the street nonpurpose investments.See section 148(f). address.If the post office doesn't deliver Page 389 Form 8038-GC(Rev.10-2021) Page 3 mail to the street address and the issuer has a purchase.For line 9d,enter the type of item Paid Preparer P.O.box,show the box number instead of the that is leased.For lines 9e through 9h,enter If an authorized representative of the issuer street address. If a change in address occurs the amount on the appropriate line that filled in its return,the paid preparers space after the return is filed,use Form 8822, represents a bank loan.For line 9h,enter the should remain blank.Anyone who prepares Change of Address,to notify the IRS of the type of bank loan. the return but does not charge the new address. Lines 9i and 9j.For line 9i,enter the amount organization shouldn't sign the return.Certain Note:The address entered on lines 3 and 4 is of the proceeds that will be used to pay others who prepare the return shouldn't sign. the address the IRS will use for all written principal,interest,or call premium on any For example,a regular,full-time employee of communications regarding the processing of other issue of bonds, including proceeds that the issuer,such as a clerk,secretary,etc., this return,including any notices.By will be used to fund an escrow account for shouldn't sign. authorizing a person other than an authorized this purpose.Several lines may apply to a Generally,anyone who is paid to prepare a officer or other employee of the issuer to particular obligation.For example,report on return must sign it and fill in the other blanks communicate with the IRS and whom the IRS lines 9i and 9j obligations used to refund prior in the Paid Pregarer Use Only area of the may contact about this return,the issuer issues which represent loans from the return.A paid prepares cannot use a social authorizes the IRS to communicate directly proceeds of another tax-exempt obligation. security number in the Paid Pregarer Use Only with the individual listed on line 6,whose Line 9k.Enter on line 9k the amount on line box.The paid preparer must use a preparer address is entered on lines 3 and 4 and 8a that doesn't represent an obligation tax identification number(PTIN).If the paid consents to disclose the issuer's return described on lines 9a through 9j. preparer is self-employed, the preparer information to that individual,as necessary,to process this return. Line 10.Check this box if the issuer has should enter his or her address in the box. designated any issue as a"small issuer The paid preparer must: Line 5.This line is for IRS use only.Don't exception" under section 265(b)(3)(13)(i)(111). make any entries in this box. -Sign the return in the space provided for the Line 11.Check this box if the issue is a preparer's signature,and Part ll—Description of Obligations construction issue and an irrevocable election .Give a copy of the return to the issuer. Check the appropriate box designating this as to pay a penalty in lieu of arbitrage rebate has a return on a single issue basis or a been made on or before the date the bonds Paperwork Reduction Act Notice consolidated return basis. were issued.The penalty is payable with a p Form 8038-T for each 6-month period after We ask for the information on this form to Line 8a.The issue price of obligations is the date the bonds are issued.Don't make carry out the Internal Revenue laws of the generally determined under Regulations any payment of penalty in lieu of rebate with United States.You are required to give us the section 1.148-1(b).Thus,when issued for Form 8038-GC.See Rev.Proc.92-22, information.We need it to ensure that you are cash,the issue price is the price at which a 1992-1 C.B.736,for rules regarding the complying with these laws. substantial amount of the obligations are sold "election document." You are not required to provide the to the public.To determine the issue price of Line 12.Enter the name of the vendor or bank information requested on a form that is an obligation issued for property,see sections who is a party to the installment purchase subject to the Paperwork Reduction Act 1273 and 1274 and the related regulations. agreement,loan,or financial lease.If there are unless the form displays a valid OMB control Line 8b.For a single issue,enter the date of multiple vendors or banks,the issuer should number. Books or records relating to a form issue(for example,03/15/2020 for a single attach a schedule. or its instructions must be retained as long as issue issued on March 15,2020),generally Line 13.Enter the employer identification their contents may become material in the the date on which the issuer physically number of the vendor or bank who is a party administration of any Internal Revenue law. exchanges the bonds that are part of the to the installment purchase agreement,loan, Generally,tax returns and return information issue for the underwriter's(or other or financial lease.If there are multiple vendors are confidential,as required by section 6103. purchaser's)funds;for a lease or installment or banks,the issuer should attach a schedule. The time needed to complete and file this sale,enter the date interest starts to accrue. For issues reported on a consolidated basis, form will vary depending on individual Signature and Consent circumstances.The estimated burden for tax enter the first day of the calendar year during which the obligations were issued(for An authorized representative of the issuer exempt organizations filing this form is example,for calendar year 2020,enter must sign Form 8038-GC and any applicable approved under OMB control number 01/01/2020). certification.Also,write the name and title of 1545-0047 and is included in the estimates Lines 9a through 9h.Complete this section if the person signing Form 8038-GC.The shown in the instructions for their information property other than cash is exchanged for the authorized representative of the issuer signing return. obligation,for example,acquiring a police car, this form must have the authority to consent If you have suggestions for making this ruck,or telephone equipment through a to the disclosure of the issuer's return form simpler,we would be happy to hear from a fire t i series truck, monthly payments. This type of information,as necessary to process this you.You can send us comments through return,to the person(s)that has been www,irs.gov/FonnComments.Or you can obligation is sometimes referred to as a designated in this form. write to: "municipal lease.")Also,complete this section if real property is directly acquired in Note:If the issuer authorizes on line 6 the IRS Internal Revenue Service exchange for an obligation to make periodic to communicate with a person other than an Tax Forms and Publications payments of interest and principal. officer or other employee of the issuer(such 1111 Constitution Ave.NW,IR-6526 authorization shall include contact both in Washington,DC 20224 Don't complete lines 9a through 9d if the writing regardless of the address entered on proceeds of an obligation are received in the lines 3 and 4,and by telephone),by signing Do not send Form 8038-GC to this form of cash even if the term"lease"is used this form,the issuer's authorized address.Instead,see Where To File,earlier. in the title of the issue.For lines 9a through representative consents to the disclosure of 9d,enter the amount on the appropriate line the issuer's return information,as necessary that represents a lease or installment to process this return,to such person. Page 390 DeFinancial Services ll Financial Services Public Payment Agreement DFS Public Payment Agreement Sep2021 Internal Use-Confidential Page 391 Payment Agreement-PUBLIC Contract Number xxx-xxxxxx-xxx Dell Financial Services PAYMENT AGREEMENT-PUBLIC Customer: Billing Contact: Address: Billing Address: Software Licensor: [SW Licensor] Vendor: [Name of reseller/seller] Products:Software,equipment and services as described in[Description of Vendor Co rder/Agreement(s)#]("Agreement") This Payment Agreement("PA")is made effective as of_[DATE] between the Cus name ve ("Customer") and Dell Financial Services L.L.C. ("Payee")pursuant to the following: Customer and the Software Lice endor have entered into the above referenced Agreement (including any addenda, amendments, exhibi and schedules a ereto) in connection with the acquisition of "Products" including as applicable, certain equipment, s e licenses ("Lic Software"), nd services to Customer. Pursuant to the Agreement, Customer is obligated to pay Vend o a total fees desc elow ("F . Payee and Customer have agreed that instead of Customer paying the Fees as described i greement, Custo all p ee installment payments("Payment Amounts")as set forth in the Payment Sche and shall pay the Ven mer's behalf. 1. FEES:The Fees set forth in the Agreement consist of$_[ T FU TO V (s)] or Products. Customer hereby agrees to pay the Payment Amounts to Payee on an in ent basis i ordance he Pay chedule set forth below. 2. PAYMENT SCHEDULE: Customer shall pay the P ent Amo acco e with the s `Payment Schedule") below, with each Payment Amount due and payable on the ated(" t ustomer shall re ayment Amounts to the address noted in the invoice from Payee.PAYMENT AMOUN T INCL ICABLE TAX,UNLESS SPECIFIED OTHERWISE. 3.OBLIGATIONS ABSOLUTE: For the purposes of this ro shall be sively deemed accepted upon receipt,subject to any right of return provided by the Vendor, and upon Custom ex of this ustomer acknowledges that (i) it has selected the Products based on its own judgment .. Payee is en t int PA as a mmodation to Customer, and the Agreement, including all obligations, rights and r under are rate . tinct fro his PA and any remedies which Customer may have,at law or inequity,against Vendo censor be ma ependently and without regard to this PA and Customer's obligations hereunder, and (iii) Custome a mit ent Am to Payee, in accordance with the Payment Schedule and subject only to Customer's right to non pria n 7 here , shall be absolute, unconditional, non-cancelable, and nonrefundable,and shall withheld or su any et-off,claim,counterclaim,adjustment,reduction,or defense that Customer may have aris r relating to t eemen , ucts or otherwise for any reason whatsoever, including but not limited to requirements ap otiable inst s(such as sentment for payment and notice of dishonor);termination of the Agreement or any change i da nsfer of t ducts. If full payment of each Payment Amount and other amounts due and payable is not received by P within of the te, Customer agrees to pay to Payee interest on the overdue amount at the lesser er month provide r any cable Prompt Payment Act. . Customer hereby grants Payee a security interest i 0 ucts (includin sto Licensed Software and to receive services, credits and refunds from Vendor) and all p eds related to this PA, t perm law.Payee may make related filings as Payee reasonably deems necessary. Custom rees it is responsible will pay or reimburse Payee upon invoice for all government imposed taxes, duties, fines assessed osed on t PA,the ucts and the Payment Amounts(but excluding taxes imposed on Payee's income)or any other amount pa a PA ectively"Taxes"). 4.ASSIGNMENT;WAIVER OF NS LAIMS:Customer hereby consents to Payee's assignment of Payee's rights and interests in and to all or a portion of the Pa t Amounts to a third party("Assignee"). Customer shall not transfer or assign any of Customer's rights or obligations under this PA ant third-party liens or encumbrances in Products without Payee's prior written consent.Customer agrees that neither Payee nor signee shall assume any of Vendor's or Software Licensor's obligations to Customer under the Agreement, and further, a aives, as against Payee and any Assignee, any rights Customer may have or claim related to any matter whatsoever including, out limitation,the design or condition of Products,their merchantability or fitness or capacity or durability for any particular purpose,the quality of the material or workmanship of the Products or conformity of the Products to the provisions and specifications of any purchase order or orders relating thereto, and Customer expressly disclaims the same, and, as to Payee and any Assignee, Customer accepts the Products"AS IS". Payee and any Assignee shall have no liability to Customer or third parties for any claim, loss or damage caused or alleged to be caused directly, indirectly, incidentally or consequentially by the Products, or by any inadequacy thereof or deficiency or defect therein,by any incident whatsoever in connection therewith,arising in strict liability,negligence or otherwise.Customer waives any claim that it may have against Payee for any loss,damage or expense caused by the Products or the Vendor or Software Licensor, even if holder has been advised of the possibility of such damage, loss, expense or cost. Customer acknowledges that Customer ordered the Products from Vendor, and that Customer may have rights under the Agreement and may be entitled to the benefit of warranties provided by Vendor or Software Licensor,and that Customer has received an accurate and complete DFS Public Payment Agreement Sep2021 Internal Use-Confidential Page 392 description of any such rights including any disclaimers or limitations on them or of the remedies thereunder, and Customer shall make any claims under the Agreement solely and directly against Vendor or Software Licensor, but shall nevertheless pay Payee and any Assignee all amounts due and payable under this PA. 5. DEFAULT, RIGHTS AND REMEDIES: In the event(a)Customer fails to pay,when due, any Payment Amount on the Due Date, and such failure shall continue for a period of fifteen(15)days;(b)Customer materially breaches any term herein or other contract with Payee; (c)Customer materially breaches or terminates the Agreement; or(d)Customer invokes the protection of any bankruptcy or insolvency law (any of(a),(b),(c)or(d)above,a"Default"),then any and all Payment Amounts and all other amounts due hereunder and scheduled to become due hereunder shall become immediately due and payable by Customer,without demand or notice, and Vendor or Software Licensor may terminate (upon notification by Payee of Default) all of Customer's rights to use of the Licensed Software and services. After the occurrence of a Default hereunder by Customer, Customer agrees to immediately ce using the Licensed Software, to de- install and delete all copies of Licensed Software from any computer systems owned or con y Customer or used for Customer's benefit. Customer further agrees to provide a certificate signed by a Customer officer w esponsible for Customer's information systems attesting to such cessation of use and maintenance,de-installation and deletion nsed Software and services.With regard to Products comprised of hardware or tangible personal property and following an u Default, C stomer shall at Customer's expense, ship such Products to or make them available at Payee's designated location for rpose ossession,with clear and unincumbered title reverting back to and vesting in Payee.In the event Payee shall institute any f nforcement of the collection of the Payment Amounts pursuant to applicable law, there shall be immedia ly due from Custo dition to the unpaid Payment Amounts,all costs and expenses of such action,including reasonable attorn ees. No failure or n the part of Payee to exercise any right or remedy hereunder shall operate as a waiver thereof.All remedies mulative and not ive. 6. FUNDING INTENT: Customer intends to continue this PA for th Term a ay all Payment other costs and fees due hereunder. Customer reasonably believes that legally in a unt sufficient tom Payment Amounts during the Term can be obtained and agrees to do all things la it in i r to o Ind maintain f nds om which all Payment Amounts and other costs and fees due may be paid. Custom in and P agrees ustome ligation to make Payment Amounts under the PA constitutes a current expense of Custo is not to onstrue a contravention of applicable law or constitutional or statutory limitations or require s on the on of i edness or of funds beyond Customer's current Fiscal Period. 7.NON-APPROPRIATION OF FUNDS:Customer may his PA i e,but not in part,by giving at least sixty(60)days written notice prior to the end of the then current Fiscal Period d in the er's Secretary/Clerk's Certificate provided to Payee) certifying that: (a) sufficient funds were not appropriate b d by C er or will not otherwise be available beyond the current Fiscal Period for Payment is or other co In d (b)th tourer has exhausted all funds legally available for payment of such Payment Amou costs and fe ue u e PA be d the current Fiscal Period. Upon termination of the PA, Customer's obligations under those th press ive the end of the Term)and any interest in the Products shall cease and Customer shall surrend P acc ce with on 5. Notwithstanding the foregoing, Customer agrees that,without creating a pledge, lien,or enc ce ds ilable to stomer in other than its current Fiscal Period, it will use its best efforts to take all necessary to a rmina A,including making budget requests for each Fiscal Period during each applicable PA Ter late funds to .s obliga to continue the PA in force. 8. ESSENTIAL USE: Cust r r that the f the Products is essential to Customer's proper, efficient, and economic operation or to the service w Custo ides to i ens. Customer expects to make immediate use of the Products,for which it has an i e need that ither to or exp to diminish during the applicable PA Term. The Products will be used for the s e of performi ne o mer s governmental or proprietary functions consistent within the permissible scope of tomer's authority. 9.AUTHO TI ustomer represents and agrees that: (a)Customer is a state or a political subdivision or agency of a state p of S. Treasury Code; (b) the entering into and performance of the PA is authorized under Customer's state and Co on oes not violate or contradict any judgment, law, order or regulation, or cause any default under any agreement to which C er i party; (c) Customer has complied with all public bidding requirements, if applicable, and, where necessary, has properly pr ed the PA for approval and adoption as a valid obligation on Customer's part; and (d)Customer has sufficient appropriated funds her monies available to pay all amounts due under the PA for Customer's current fiscal period. Upon Payee's request, C rees to provide us with an opinion of counsel as to clauses (a) through (d) above, a secretary's or clerk's certificate of inc cy and authority, and other documents that Payee reasonably requests from time to time in a form satisfactory to Payee. 10. CHOICE OF LAW: This PA will be governed by and construed in all respects in accordance with the laws of the state in which the Customer is located without regard to conflicts of law principles. Subject to applicable laws, the parties' consent and submit to the jurisdiction of federal courts located within or for the county within the State where Customer is located,or as may otherwise be required by applicable law.The parties waive any objection relating to improper venue or forum non conveniens to the conduct of any proceeding in any such courts. EACH PARTY WAIVES ANY OBJECTION TO SUCH JURISDICTION AS WELL AS ITS RIGHT TO A TRIAL BY JURY. DFS Public Payment Agreement Sep2021 Internal Use-Confidential Page 393 11. MISCELLANEOUS:This PA including riders,attachments and exhibits,constitutes the entire agreement regarding the subject matter herein between Customer and Payee and shall supersede any inconsistent terms set forth in the Agreement and all prior oral and written understandings. No term or provision of this PA may be amended except by a written instrument signed by both Payee and Customer; provided that the parties agree that this PA may be amended by written notice from Payee to Customer to adjust the related Payment Amount (any increase up to 15% or any decrease) caused by any change to the Agreement, or to update Product descriptions. Performance under this PA will not violate Customer's bylaws,other agreement or judgement to which it is bound,or any law or regulation. No part of this PA is intended to permit or provide for payment of any amount in excess of lawful amounts. In the event any unlawful excess is collected, Payee shall apply such excess as credit or otherwise refund it to Customer, and the rate or amount involved will automatically be reduced to the maximum lawful rate or amount.To the extent(if any)that this PA or related documentation constitutes chattel paper under the Uniform Commercial Code,the authoritative copy of this PA shall be the copy designated by Payee from time to time, as the copy available for access and review by Customer and Payee. All other copies a ies of the authoritative copy. In the event of inadvertent destruction of the authoritative copy, the authoritative copy may be res rom a backup, and the restored copy shall become the authoritative copy. Customer agrees to take actions and provide docum In(such as Certificates of Acceptance or financial information)reasonably requested by Payee to effect the intent of this PA. Cus r agrees to maintain liability insurance naming Payee as loss payee and property insurance in commercially reasonable amou equate t ver repair or replacement of any equipment covered by this PA. Payment Schedule See attach it A. Customer: xxxxxxxxxxxxxxxxxxxxxxxxxxxx Payee: II Finance i C. By: Name: Na Title: Title: Date: Date: DFS Public Payment Agreement Sep2021 Internal Use-Confidential Page 394 SECRETARY OR CLERK'S CERTIFICATE OF INCUMBANCY AND AUTHORITY Regarding the above referenced"Contract"between ("Customer")and Dell Financial Services L.L.C. ("DFS") The undersigned hereby certifies to DFS, including its successors and assigns,that: (a)the undersigned is the Secretary or Clerk of the Customer,which is a state or a political subdivision or agency of the state in which it is formed, (b)the signer on the Contract has full right, capacity and power and is duly authorized by all ite governmental action to execute, deliver,and bind Customer to the Contract,and (c)the signature appearing on the Contract is in fact the signature of such signer. By:* Name: Title: Date: *The signers on the Contract and this Secretary/Clerk's Certif" f Author st be t erent author" d signatories. DFS Public Payment Agreement Sep2021 Internal Use-Confidential Page 395 Exhibit A Payment Schedule [ADD AMORTIZATION TABLE HERE] DFS Public Payment Agreement Sep2021 Internal Use-Confidential Page 396 Pharos Financial Services Public Master Lease Agreement Dell-Restricted-Confidential Page 397 EFFECTIVE DATE: MASTER LEASE AGREEMENT NO. LESSOR:PHAROS FINANCIAL SERVICES L.P. LESSEE: Mailing Address: Principal Address: One Dell Way Round Rock, TX 78682 Fax: Attention: This Master Lease Agreement("Agreement"),effective as of the Effective "Commencement Date"). The period beginning on the Acceptance Date Date set forth above,is between the Lessor and Lessee named above. and ending on the last day of the Primary Term,together with any renewals Capitalized terms have the meaning set forth in this Agreement. or extensions thereof, is defined as the "Lease Term". The Lease is noncancelable by Lessee,except as expressly provided in Section 5. 1. LEASE. 4. RENT;TAXES;PAYMENT OBLIGATION. Lessor hereby leases to Lessee and Lessee hereby leases the equipment (a) The rental payment amount("Rent")and the payment period for each ("Products"), Software (defined below), and services or fees, where installment of Rent("Payment Period")shall be stated in the Schedule. A applicable, as described in any lease schedule ("Schedule"). Each prorated portion of Rent calculated based on a 30-day month, 90-day Schedule shall incorporate by reference the terms and conditions of this quarter or 360-day year (as appropriate) for the period from the Agreement and contain such other terms as are agreed to by Lessee and Acceptance Date to the Commencement Date shall be added to the first Lessor. Each Schedule shall constitute a separate lease of Products payment of Rent. All Rent and other amounts due and payable under this ("Lease"). In the event of any conflict between the terms of a Schedule Agreement or any Schedule shall be paid to Lessor in lawful funds of the and the terms of this Agreement,the terms of the Schedule shall prevail. United States of America at the payment address for Lessor set forth Lessor reserves all rights to the Products not specifically granted to Lessee above or at such other address as Lessor may designate in writing from in this Agreement or in a Schedule. Execution of this Agreement does not time to time. Whenever Rent and other amounts payable under a Lease create an obligation of either party to lease to or from the other. are not paid when due, Lessee shall pay interest on such amounts at a rate equal to the lesser of 1%per month or the highest such rate permitted 2. ACCEPTANCE DATE;SCHEDULE. by applicable law ("Overdue Rate'). Rent shall be due and payable whether or not Lessee has received an invoice showing such Rent is due. (a) Subject to any right of return provided by the Product seller("Seller"), Late charges and reasonable attorney's fees necessary to recover Rent named on the Schedule, Products are deemed to have been irrevocably and other amounts owed hereunder are considered an integral part of this accepted by Lessee upon delivery to Lessee's ship to location Agreement. The rate factors used for the calculation of the payment are ("Acceptance Date'). Lessee shall be solely responsible for unpacking, based in part on similar or like term swap or T-bill rates as published by inspecting and installing the Products. the US Federal Reserve Board. In the event the applicable rates change between Lessor initially providing the rate factors and the commencement (b) Lessor shall deliver to Lessee a Schedule for Products. Lessee of a Schedule, Lessor reserves the right to change the applicable rate agrees to sign or otherwise authenticate (as defined under the Uniform factor commensurate with the change in the applicable rates. Commercial Code, "UCC")and return each Schedule by the later of the Acceptance Date or five(5)days after Lessee receives a Schedule from (b) EACH LEASE SHALL BE A NET LEASE. In addition to Rent,Lessee Lessor. If the Schedule is not signed or otherwise authenticated by Lessee shall pay sales, use, excise, purchase, property, added value or other within the time provided in the prior sentence,then upon written notice from taxes, fees, levies or assessments lawfully assessed or levied against Lessor and Lessee's failure to cure within five (5) days of such notice, Lessor or with respect to the Products and the Lease(collectively"Taxes"), Lessor may require the Lessee to purchase the Products by paying the and customs, duties or surcharges on imports or exports (collectively, Product Cost charged by the Seller, plus any shipping charges,Taxes or "Duties"),plus all expenses incurred in connection with Lessor's purchase Duties(defined below)and interest at the Overdue Rate accruing from the and Lessee's use of the Products, including but not limited to shipment, date the Products are shipped through the date of payment. If Lessee delivery,installation,and insurance. Unless Lessee provides Lessor with returns any leased Products in accordance with the Seller's return policy, a tax exemption certificate acceptable to the relevant taxing authority prior it will notify Lessor. When Lessor receives a credit from the Seller for the to Lessor's payment of such Taxes, Lessee shall pay to Lessor all Taxes returned Product, the Schedule will be deemed amended to reflect the and Duties upon demand by Lessor. Lessor may, at its option, invoice return of the Product and Lessor will adjust its billing records and Lessee's Lessee for estimated personal property tax with the Rent Payment. invoice for the applicable Lease. In addition, Lessee and Lessor agree Lessee shall pay all utility and other charges incurred in the use and that a signed Schedule may be amended by written notice from Lessor to maintenance of the Products. Lessee provided such notice is (i) to correct the serial (or service tag) number of Products or(ii)to adjust the related Rent(defined below)on the (c) EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5, LESSEE'S Schedule(any increase up to 15%or any decrease)caused by any change OBLIGATION TO PAY ALL RENT AND OTHER AMOUNTS WHEN DUE made by Lessee in Lessee's order with the Seller. AND TO OTHERWISE PERFORM AS REQUIRED UNDER THIS AGREEMENT AND EACH SCHEDULE SHALL BE ABSOLUTE AND 3. TERM. UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT, REDUCTION, SET-OFF, DEFENSE, COUNTERCLAIM, The initial term(the"Primary Term")for each Lease shall begin on the date INTERRUPTION,DEFERMENT OR RECOUPMENT FOR ANY REASON set forth on the Schedule as the Commencement Date (the WHATSOEVER WHETHER ARISING OUT OF ANY CLAIMS BY LESSEE Reference: Page 1 of 6 Master Lease Agreement—Public NOV2018 Page 398 AGAINST LESSOR, LESSOR'S ASSIGNS, THE SELLER, OR THE reasonable notice in order to confirm Lessee's compliance with its SUPPLIER OR MANUFACTURER OF THE PRODUCTS, TOTAL OR obligations under this Agreement. PARTIAL LOSS OF THE PRODUCTS OR THEIR USE OR POSSESSION,OR OTHERWISE. If any Product is unsatisfactory for any B. RETURN. reason, Lessee shall make its claim solely against the Seller of such Product(or the Licensor in the case of Software, as defined below)and At the expiration or earlier termination of the Lease Term of any Schedule, shall nevertheless pay Lessor or its assignee all amounts due and payable and except for Products purchased pursuant to any purchase option under under the Lease. the Lease, Lessee will(a)remove all proprietary data from the Products and (b) return them to Lessor at a place within the contiguous United 5. APPROPRIATION OF FUNDS. States designated by Lessor. Upon return of the Products,Lessee's right to the operating system Software in returned Products will terminate and (a) Lessee intends to continue each Schedule for the Primary Term and Lessee will return the Products with the original certificate of authenticity to pay the Rent and other amounts due thereunder. Lessee reasonably (attached and unaltered) for the original operating system Software. believes that legally available funds in an amount sufficient to pay all Rent Lessee agrees to deinstall and package the Products for return in a during the Primary Term can be obtained and agrees to do all things manner which will protect them from damage. Lessee shall pay all costs lawfully within its power to obtain and maintain funds from which the Rent associated with the packing and return of the Products and shall promptly and other amounts due may be paid. reimburse Lessor for all costs and expenses for missing or damaged Products or operating system Software. If Lessee fails to return all of the (b) Lessee may terminate a Schedule in whole,but not in part by giving Products at the expiration of the Lease Term or earlier termination(other at least sixty(60)days'notice prior to the end of the then current Fiscal than for non-appropriation) in accordance with this Section, the Lease Period (as defined in the Lessee's Secretary/Clerk's Certificate provided Term with respect to the Products that are not returned shall continue to to Lessor)certifying that: (1)sufficient funds were not appropriated and be renewed as described in the Schedule. budgeted by Lessee's governing body or will not otherwise be available to continue the Lease beyond the current Fiscal Period; and (2) that the 9. RISK OF LOSS;MAINTENANCE;INSURANCE. Lessee has exhausted all funds legally available for payment of the Rent beyond the current Fiscal Period. Upon termination of the Schedule, (a) From the date the Products are delivered to Lessee's ship to location Lessee's obligations under the Schedule (except those that expressly until the Products are returned to Lessor's designated return location or survive the end of the Lease Term)and any interest in the Products shall purchased by Lessee, Lessee agrees: (i)to assume the risk of loss or cease and Lessee shall surrender the Products in accordance with Section damage to the Products; (ii)to maintain the Products in good operating 8. Notwithstanding the foregoing,Lessee agrees that,without creating a condition and appearance,ordinary wear and tear excepted;(iii)to comply pledge,lien or encumbrance upon funds available to Lessee in other than with all requirements necessary to enforce all warranty rights; and(iv)to its current Fiscal Period, it will use its best efforts to take all action promptly repair any repairable damage to the Products. During the Lease necessary to avoid termination of a Schedule, including making budget Term, Lessee at its sole discretion has the option to purchase a requests for each Fiscal Period during each applicable Lease Term for maintenance agreement from the provider of its choice(including,if it so adequate funds to meet its Lease obligations and to continue the Schedule chooses, to self-maintain the Products) or to forgo such maintenance in force.. agreement altogether;regardless of Lessee's choice,Lessee will continue to be responsible for its obligations as stated in the first sentence of this (c) Lessor and Lessee intend that the obligation of Lessee to pay Rent Section. At all times, Lessee shall provide the following insurance: (x) and other amounts due under a Lease constitutes a current expense of casualty loss insurance for the Products for no less than the Stipulated Lessee and is not to be construed to be a debt in contravention of any Loss Value(defined below)naming Lessor as loss payee;and(y)liability applicable constitutional or statutory limitation on the creation of insurance with respect to the Products for no less than an amount as indebtedness or as a pledge of funds beyond Lessee's current Fiscal required by Lessor,with Lessor named as an additional insured;and (z) Period. such other insurance as may be required by law which names Lessee as an insured and Lessor as an additional insured. Upon Lessor's prior 6. LICENSED MATERIALS. written consent, Lessee may provide this insurance pursuant to Lessee's existing self-insurance policy or as provided for under state law. Lessee Software means any operating system software or computer programs shall provide Lessor with either an annual certificate of third party included with the Products(collectively,"Software")."Licensed Materials" insurance or a written description of its self-insurance policy or relevant are any manuals and documents,end user license agreements,evidence law, as applicable. The certificate of insurance will provide that Lessor of licenses,including,without limitation,any certificate of authenticity and shall receive at least ten (10) days prior written notice of any material other media provided in connection with such Software, all as delivered change to or cancellation of the insurance policy or Lessee's self- with or affixed as a label to the Products. Lessee agrees that this insurance program,if previously approved by Lessor. If Lessee does not Agreement and any Lease(including the sale of any Product pursuant to give Lessor evidence of insurance in accordance with the standards any purchase option) does not grant any title or interest in Software or herein, Lessor has the right, but not the obligation, to obtain such Licensed Materials. Any use of the terms "sell," "purchase," "license," insurance covering Lessor's interest in the Products for the Lease Term, "lease," and the like in this Agreement or any Schedule with respect to including renewals. If Lessor obtains such insurance, Lessor will add a Software shall be interpreted in accordance with this Section 6. monthly, quarterly or annual charge (as appropriate) to the Rent to reimburse Lessor for the insurance premium and Lessor's then current 7. USE;LOCATION;INSPECTION. insurance administrative fee. Lessee shall:(a)comply with all terms and conditions of any Licensed (b) If the Products are lost,stolen,destroyed,damaged beyond repair or Materials;and(b)possess and operate the Products only(i)in in the event of any condemnation,confiscation,seizure or expropriation of accordance with the Seller's supply contract and any service provider's such Products ("Casualty Products"), Lessee shall promptly (i) notify maintenance and operating manuals,the documentation and applicable Lessor of the same and(ii)pay to Lessor the Stipulated Loss Value for the laws;and(ii)for the business purposes of Lessee. Lessee agrees not to Casualty Products. The Stipulated Loss Value is an amount equal to the move Products from the location specified in the Schedule without sum of (a) all Rent and other amounts then due and owing (including providing Lessor with at least 30 days prior written notice,and then only interest at the Overdue Rate from the due date until payment is received) to a location within the continental United States and at Lessee's under the Lease, plus(b)the present value of all future Rent to become expense. Without notice to Lessor,Lessee may temporarily use laptop due under the Lease during the remainder of the Lease Term,plus(c)the computers at other locations,including outside the United States, present value of the estimated in place Fair Market Value of the Product provided Lessee complies with the United States Export Control at the end of the Primary Term as determined by Lessor;plus(d)all other Administration Act of 1979 and the Export Administration Act of 1985,as amounts to become due and owing during the remaining Lease Term. those Acts are amended from time to time(or any successor or similar Unless priced as a tax-exempt Schedule, each of (b) and (c) shall be legislation). Provided Lessor complies with Lessee's reasonable security calculated using the federal funds rate target reported in the Wall Street requirements,Lessee shall allow Lessor to inspect the premises where Journal on the Commencement Date of the applicable Schedule. The the Products are located from time to time during reasonable hours after discount rate applicable to tax-exempt Schedules shall be federal funds Reference: Page 2 of 6 Master Lease Agreement—Public NOV2018 Page 399 rate target reported in the Wall Street Journal on the Commencement Date proprietary functions consistent within the permissible scope of Lessee's of the applicable Schedule less 100 basis points. authority;and 10. ALTERATIONS. (i) Lessee has, in accordance with the requirements of law, fully budgeted and appropriated sufficient funds to make all Rent payments and Lessee shall,at its expense,make such alterations to Products during the other obligations under this Agreement and any Schedule during the Lease Term as are legally required or provided at no charge by Seller. current Fiscal Period, and such funds have not been expended for other Lessee may make other alterations, additions or improvements to purposes. Products provided that any alteration, addition or improvement shall be readily removable and shall not materially impair the value or utility of the 12. WARRANTY ASSIGNMENT; EXCLUSION OF WARRANTIES; Products. Upon the return of any Product to Lessor, any alteration, LIMITATION OF LIABILITY;FINANCE LEASE. addition or improvement that is not removed by Lessee shall become the property of Lessor free and clear of all liens and encumbrances. (a) Provided no Event of Default has occurred and is continuing,Lessor assigns to Lessee for the Lease Term the benefit of any Product warranty 11. REPRESENTATIONS AND WARRANTIES OF LESSEE. and any right of return provided by any Seller. Lessee represents,warrants and covenants to Lessor and will provide to (b) LESSEE ACKNOWLEDGES THAT LESSOR DID NOT SELECT, Lessor at Lessor's request all documents deemed necessary or MANUFACTURE, SUPPLY OR LICENSE ANY PRODUCT AND THAT appropriate by Lessor, including Certificates of Insurance, financial LESSEE HAS MADE THE SELECTION OF PRODUCTS BASED UPON statements, Secretary or Clerk Certificates, essential use information or ITS OWN JUDGMENT AND EXPRESSLY DISCLAIMS ANY RELIANCE documents(such as affidavits, notices and similar instruments in a form ON STATEMENTS MADE BY LESSOR OR ITS AGENTS. LESSOR satisfactory to Lessor)and Opinions of Counsel(in substantially such form LEASES THE PRODUCTS AS-IS AND MAKES NO WARRANTY, as provided to Lessee by Lessor and otherwise satisfactory to Lessor)to EXPRESS,IMPLIED,OR OTHERWISE,INCLUDING,BUT NOT LIMITED the effect that,as of the time Lessee enters into this Agreement and each TO, ANY WARRANTIES OF DESIGN, MERCHANTABILITY, OR Schedule that: FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES ANY CLAIM IT MIGHT HAVE AGAINST LESSOR OR ITS ASSIGNEE (a) Lessee is an entity duly organized and existing under and by virtue of FOR ANY LOSS, DAMAGE OR EXPENSE CAUSED BY OR WITH the authorizing statute or constitutional provisions of its state and is a state RESPECT TO ANY PRODUCTS. or political subdivision thereof as described in Section 103(a) of the Internal Revenue Code of 1986, as amended, and the regulations (c) IN NO EVENT SHALL LESSOR BE LIABLE FOR ANY ACTUAL, promulgated thereunder as in effect and applicable to the Agreement or SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES any Schedule,with full power and authority to enter into this Agreement ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY and any Schedules and perform all of its obligations under the Leases; SCHEDULE OR THE SALE,LEASE OR USE OF ANY PRODUCTS EVEN IF LESSOR IS ADVISED IN ADVANCE OF THE POSSIBILITY OR (b) This Agreement and each Schedule have been duly authorized, CERTAINTY OF SUCH DAMAGES AND EVEN IF LESSEE ASSERTS authenticated and delivered by Lessee by proper action of its governing OR ESTABLISHES A FAILURE OF ESSENTIAL PURPOSE OF ANY board at a regularly convened meeting and attended by the requisite LIMITED REMEDY PROVIDED IN THIS AGREEMENT. majority of board members,or by other appropriate official authentication, as applicable,and all requirements have been met and procedures have (d) Lessee agrees that it is the intent of both parties that each lease occurred in orderto ensure the validity and enforceability of this Agreement qualify as a statutory finance lease under Article 2A of the UCC. Lessee against Lessee; acknowledges either (i) that Lessee has reviewed and approved any written supply contract covering the Products purchased from the Seller (c) This Agreement and each Schedule constitute the valid, legal and for lease to Lessee or(ii)that Lessor has informed or advised Lessee,in binding obligations of Lessee,enforceable in accordance with their terms; writing, either previously or by this Agreement, that Lessee may have rights under the supply contract evidencing the purchase of the Products (d) No other approval, consent or withholding of objection is required and that Lessee should contact the Seller for a description of any such from any federal, state or local governmental authority or instrumentality rights. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, with respect to the entering into or performance by Lessee of the LESSEE HEREBY WAIVES ALL RIGHTS AND REMEDIES Agreement or any Schedule and the transactions contemplated thereby; CONFERRED UPON A LESSEE BY ARTICLE 2A OF THE UCC. (e) Lessee has complied with such public bidding requirements and other 13. EVENTS OF DEFAULT. state and federal laws as may be applicable to the Agreement and any Schedule and the acquisition by Lessee of the Products; It shall be an event of default hereunder and under any Schedule("Event of Default")if: (f) The entering into and performance of the Agreement or any Schedule will not (i) violate any judgment, order, law or regulation applicable to (a) Lessee fails to pay any Rent or other amounts payable under this Lessee; (ii) result in any breach of, or constitute a default under, any Agreement or any Schedule within 15 days after the date that such instrument to which the Lessee is a party or by which it or its assets may payment is due; be bound;or(iii)result in the creation of any lien,charge,security interest or other encumbrance upon any assets of the Lessee or on the Products, (b) Any representation or warranty made by Lessee to Lessor in other than those created pursuant to this Agreement; connection with this Agreement,any Schedule or any other Document is at the time made materially untrue or incorrect; (g) There are no actions,suits, proceedings, inquiries or investigations, at law or in equity, before or by any court, public board or body, pending (c) Lessee fails to comply with any other obligation or provision of this or threatened against or affecting Lessee, nor to the best of Lessee's Agreement or any Schedule and such failure shall have continued for 30 knowledge and belief is there any basis therefor, which if determined days after notice from Lessor; adversely to Lessee will have a material adverse effect on the ability of Lessee to fulfill its obligations under the Agreement or any Schedule; (d) Lessee(i)is generally not paying its debts as they become due or(ii) takes action for the purpose of invoking the protection of any bankruptcy (h) The Products are essential to the proper, efficient and economic or insolvency law, or any such law is invoked against or with respect to operation of Lessee or to the services which Lessee provides to its Lessee or its property and such petition is not dismissed within 60 days;or citizens. Lessee expects to make immediate use of the Products,for which it has an immediate need that is neither temporary nor expected to (e) Any provision of this Agreement ceases to be valid and binding on diminish during the applicable Lease Term. The Products will be used for Lessee, is declared null and void, or its validity or enforceability is the sole purpose of performing one or more of Lessee's governmental or contested by Lessee or any governmental agency or authority whereby the loss of such provision would materially adversely affect the rights or Reference: Page 3 of 6 Master Lease Agreement—Public NOV2018 Page 400 security of Lessor,or Lessee denies any further liability or obligation under the defense of such Claim with counsel of its choice and at its expense this Agreement;or and to approve any such resolution. Lessee shall keep Lessor informed at all times as to the status of the Claim. (f) Lessee is in default under any other lease,contract,or obligation now existing or hereafter entered into with Lessor or Seller or any assignee of 17. OWNERSHIP;LIENS AND ENCUMBRANCES;LABELS. Lessor. As between Lessor and Lessee,title to Products(other than any Licensed 14. REMEDIES:TERMINATION Materials) is and shall remain with Lessor. Products are considered personal property and Lessee shall,at Lessee's expense,keep Products (a) Upon an Event of Default under any Schedule all of Lessee's rights free and clear of liens and encumbrances of any kind(except those arising (including its rights to the Products), but not its obligations thereunder, through the acts of Lessor)and shall immediately notify Lessor if Lessor's shall automatically be cancelled without notice and Lessor may exercise interest is subject to compromise. Lessee shall not remove,cover,or alter one or more of the following remedies in its sole discretion: plates, labels, or other markings placed upon Products by Lessor, Seller or any other supplier. (i) require Lessee to return any and all such Products in accordance with Section 8, or if requested by Lessor, to assemble the 18. NON PERFORMANCE BY LESSEE. Products in a single location designated by Lessor and to grant Lessor the right to enter the premises where such Products are located(regardless of If Lessee fails to perform any of its obligations hereunder or under any where assembled)for the purpose of repossession; Schedule,Lessor shall have the right but not the obligation to effect such (ii) sell,lease or otherwise dispose of any or all Products(as agent performance and Lessee shall promptly reimburse Lessor for all out of and attorney-in-fact for Lessee to the extent necessary)upon such terms pocket and other reasonable expenses incurred in connection with such and in such manner(at public or private sale)as Lessor deems advisable performance,with interest at the Overdue Rate. in its sole discretion(a"Disposition"); 19. NOTICES. (iii) declare immediately due and payable as a pre-estimate of liquidated damages for loss of bargain and not as a penalty,the Stipulated All notices shall be given in writing and, except for billings and Loss Value of the Products in lieu of any further Rent, in which event communications in the ordinary course of business,shall be delivered by Lessee shall pay such amount to Lessor within 10 days after the date of overnight courier service, delivered personally or sent by certified mail, Lessor's demand;or return receipt requested, and shall be effective from the date of receipt unless mailed, in which case the effective date will be four(4)Business (iv) proceed by appropriate court action either at law or in equity Days after the date of mailing. Notices to Lessor by Lessee shall be sent (including an action for specific performance)to enforce performance by to:Pharos Financial Services L.P.,Attn.Legal Department,One Dell Way, Lessee or recover damages associated with such Event of Default or Round Rock, TX 78682, or such other mailing address designated in exercise any other remedy available to Lessor in law or in equity. writing by Lessor. Notice to Lessee shall be to the address on the first page of this Agreement orsuch other mailing address designated in writing (b) Lessee shall pay all costs and expenses arising or incurred by by Lessee. Lessor, including reasonable attorney fees, in connection with or related to an Event of Default or the repossession,transportation, re-furbishing, 20. ASSIGNMENT. storage and Disposition of any or all Products("Default Expenses'). In the event Lessor recovers proceeds (net of Default Expenses) from its (a) LESSEE MAY ASSIGN THIS AGREEMENT OR ANY SCHEDULE, Disposition of the Products,Lessor shall credit such proceeds against the OR SUBLEASE ANY PRODUCT(S) WITH THE PRIOR WRITTEN owed Stipulated Loss Value. Lessee shall remain liable to Lessor for any CONSENT OF LESSOR (SUCH CONSENT NOT TO BE deficiency. With respect to this Section,to the extent the proceeds of the UNREASONABLY WITHHELD). LESSOR,AT ITS SOLE DISCRETION, Disposition (net of Default Expenses)exceed the Stipulated Loss Value MAY ASSESS AN ADMINISTRATIVE FEE FOR ANY APPROVED owed under the Lease, or Lessee has paid Lessor the Stipulated Loss ASSIGNMENT OR SUBLEASE. No assignment or sublease shall in any Value,the Default Expenses and all other amounts owing under the Lease, way discharge Lessee's obligations to Lessor under this Agreement or Lessee shall be entitled to such excess and shall have no further Schedule. obligations with respect to such Lease. All rights of Lessor are cumulative and not alternative and may be exercised by Lessor separately or together. (b) Lessor may at any time without notice to Lessee, but subject to the rights of Lessee, transfer, assign, or grant a security interest in any 15. QUIET ENJOYMENT. Product, this Agreement, any Schedule, or any rights and obligations hereunder or thereunder in whole or in part. Lessee hereby consents to Lessor shall not interfere with Lessee's right to possession and quiet such assignments, agrees to comply fully with the terms thereof, and enjoyment of Products during the relevant Lease Term,provided no Event agrees to execute and deliver promptly such acknowledgments,opinions of Default has occurred and is continuing. Lessor represents and warrants of counsel and other instruments reasonably requested to effect such that as of the Commencement Date of the applicable Schedule, Lessor assignment. has the right to lease the Products to Lessee. (c) Subject to the foregoing,this Agreement and each Schedule shall be 16. INDEMNIFICATION. binding upon and inure to the benefit of Lessor, Lessee and their successors and assigns. To the extent permitted by law, Lessee shall indemnify,defend and hold Lessor,its assignees,and their respective officers,directors,employees, 21. GOVERNING LAW; JURISDICTION AND VENUE; WAIVER OF representatives and agents harmless from and against, all claims, JURY TRIAL. liabilities, costs or expenses, including legal fees and expenses (collectively, "Claims"), arising from or incurred in connection with this THIS AGREEMENT AND EACH SCHEDULE SHALL BE GOVERNED BY Agreement, any Schedule, or the selection, manufacture, possession, LAW WITHOUT REGARD TO ITS CONFLICTS OF LAWS ownership, use,condition,or return of any Products(including Claims for PRINCIPLES AND,TO THE EXTENT APPLICABLE,THE ELECTRONIC personal injury or death or damage to property,and to the extent Lessee SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT. LESSEE is responsible,Claims related to the subsequent use or Disposition of the CONSENTS TO THE JURISDICTION OF ANY FEDERAL COURT Products or any data in or alteration of the Products. This indemnity shall LOCATED IN I ,AND WAIVES ANY OBJECTION TO VENUE not extend to any loss caused solely by the gross negligence or willful IN SUCH COURT,AND FURTHER WAIVES ANY RIGHT TO A TRIAL BY misconduct of Lessor. Lessee shall be responsible for the defense and JURY. resolution of such Claim at its expense and shall pay any amount for resolution and all costs and damages awarded against or incurred by 22. MISCELLANEOUS. Lessor or any other person indemnified hereunder; provided, however, that any person indemnified hereunder shall have the right to participate in Reference: Page 4 of 6 Master Lease Agreement—Public NOV2018 Page 401 (a) The headings used in this Agreement are for convenience only and by Lessor or its assignee, from time to time, as the copy available for shall have no legal effect. This Agreement shall be interpreted without any access and review by Lessee,Lessor or its assignee. All other copies are strict construction in favor of or against either party. deemed identified as copies of the authoritative copy. In the event of inadvertent destruction of the authoritative copy, or corruption of the (b) The provisions of Sections 6,8,11,12(b),12(c),12(d),16,21 and 22 authoritative copy for any reason or as the result of any cause, the shall continue in full force and effect even after the term or expiration of authoritative copy may be restored from a backup or archive copy,and the this Agreement or any Schedule. restored copy shall become the authoritative copy. At Lessor's option,this electronic record may be converted into paper form. At such time,such (c) Failure of Lessor at any time to require Lessee's performance of any paper copy will be designated or marked as the authoritative copy of the obligation shall not affect the right to require performance of that obligation. Document. No term,condition or provision of this Agreement or any Schedule shall be waived or deemed to have been waived by Lessor unless it is in writing and signed by a duly authorized representative of Lessor. A valid waiver is limited to the specific situation for which it was given. (d) Lessee shall furnish such financial statements of Lessee(prepared in accordance with generally accepted accounting principles) and other information as Lessor may from time to time reasonably request. (e) If any provision(s) of this Agreement is deemed invalid or unenforceable to any extent(other than provisions going to the essence of this Agreement) the same shall not in any respect affect the validity, legality or enforceability (to the fullest extent permitted by law) of the remainder of this Agreement,and the parties shall use their best efforts to replace such illegal, invalid or unenforceable provisions with an enforceable provision approximating, to the extent possible, the original intent of the parties. (f) Unless otherwise provided, all obligations hereunder shall be performed or observed at the respective party's expense. (g) Lessee shall take any action reasonably requested by Lessor for the purpose of fully effectuating the intent and purposes of this Agreement or any Schedule. If any Lease is determined to be other than a true lease, Lessee hereby grants to Lessor a first priority security interest in the Products and all proceeds thereof. Lessee acknowledges that by signing this Agreement, Lessee has authorized Lessor to file any financing statements or related filings as Lessor may reasonably deem necessary or appropriate. Lessor may file a copy of this Agreement or any Schedule in lieu of a financing statement. (h) This Agreement and any Schedule may be signed in any number of counterparts each of which when so executed or otherwise authenticated and delivered shall be an original but all counterparts shall together constitute one and the same instrument. To the extent each Schedule would constitute chattel paper as such term is defined in the UCC, no security interest may be created through the transfer or control or possession,as applicable, of a counterpart of a Schedule other than the original in Lessor's possession marked by Lessor as either"Original"or "Counterpart Number 1". (i) This Agreement and the Schedules hereto between Lessor and Lessee set forth all of the understandings and agreements between the parties and supersede and merge all prior written or oral communications, understandings,or agreements between the parties relating to the subject matter contained herein. Except as permitted herein,this Agreement and any Schedule may be amended only by a writing duly signed or otherwise authenticated by Lessor and Lessee. 0) If Lessee delivers this signed Master Lease, or any Schedule, amendment or other document related to the Master Lease (each a "Document") to Lessor by facsimile transmission, and Lessor does not receive all of the pages of that Document,Lessee agrees that,except for any pages which require a signature, Lessor may supply the missing pages to the Document from Lessor's database which conforms to the version number at the bottom of the page. If Lessee delivers a signed Document to Lessor as an e-mail attachment,facsimile transmission or by U.S. mail, Lessee acknowledges that Lessor is relying on Lessee's representation that the Document has not been altered. Lessee further agrees that, notwithstanding any rule of evidence to the contrary, in any hearing,trial or proceeding of any kind with respect to a Document,Lessor may produce a tangible copy of the Document transmitted by Lessee to Lessor by facsimile or as an e-mail attachment and such signed copy shall be deemed to be the original of the Document. To the extent(if any)that the Document constitutes chattel paper under the Uniform Commercial Code,the authoritative copy of the Document shall be the copy designated Reference: Page 5 of 6 Master Lease Agreement—Public NOV2018 Page 402 EXECUTED by the undersigned on the dates set forth below, PHAROS FINANCIAL SERVICES L.P. to be effective as of the Effective Date. By: PHAROS FINANCIAL SERVICES, INC. ITS GENERAL PARTNER (Lessee Name) "Lessor" "Lessee" BY: BY: NAME: NAME: TITLE: TITLE: DATE: DATE: Reference: Page 6 of 6 Master Lease Agreement—Public NOV2018 Page 403 Secretary/Clerk Certificate Instructions 1. In the blocks under paragraph(ii)with the headings"NAME OF AUTHORIZED SIGNATORY","TITLE OF AUTHORIZED SIGNATORY" and "SIGNATURE OF AUTHORIZED SIGNATORY", all persons who are authorized to execute and deliver the Agreement and any related Lease Schedule(s)from time to time thereunder between the Public Entity and Customer should write or type his/her name under the "Name of Authorized Signatory" heading, write or type his/her title under the "Title of Authorized Signatory" heading, and sign his/her name under the "Signature of Authorized Signatory"heading in the block across from his/her name and title. The person(s)listed and executing in the blocks under paragraph(ii)must not be the same person executing the Certificate on behalf of the Public Entity(Clerk, Secretary, etc.) listed at the top of the Certificate and executing in the signature block at the bottom of the Certificate under the "In Witness Whereof" language; 2. The Clerk, Secretary, etc. should insert the Agreement No. in paragraph (iii), if known; 3. The Clerk, Secretary, etc. should strike paragraph (v) of the Certificate if this paragraph is not applicable to the Public Entity; 4. If paragraph (v) of the Certificate is applicable to the Public Entity, the Clerk, Secretary, etc. should insert "regular" or "special"in the first blank and then insert the date of the meeting of the governing body of the Public Entity in the second blank; 5. The Clerk, Secretary, etc. should write or type the Fiscal Period of the Public Entity in paragraph (ix); 6. The Clerk, Secretary, etc. should write or type his/her name,title, name and State of the Public Entity in the top portion of the Certificate and date, sign & print his/her name and title at the bottom of the Certificate under the "In Witness Whereof' language; and 7. If required by local law, the Certificate should be notarized by a notary public. The notary public should be a person other than the Clerk, Secretary, etc. executing under the"In Witness Whereof' language of the Certificate. Reference: Page 1 of 3 Intern` 9gPnk9WMPi lcate-Public Page 404 SECRETARY/CLERK CERTIFICATE I, , do hereby certify that: (i) I am the duly elected,qualified,and acting (Clerk, Secretary,etc.) of , a public entity(the"Public Entity"). (ii) Each of the persons whose name,title and signature appear below is a duly authorized representative of the Public Entity and holds on the date of this Certificate the formal title set forth opposite his/her name and the signature appearing opposite each such person's name is his/her genuine signature: NAME OF AUTHORIZED SIGNATORY TITLE OF AUTHORIZED SIGNATURE OF AUTHORIZED (cannot be Clerk/Secretary SIGNATORY SIGNATORY authenticating this certificate) (iii) Each such representative is duly authorized for and on behalf of the Public Entity to execute and deliver that certain Master Lease Agreement No. (the "Agreement") and any related Lease Schedules from time to time thereunder (the "Schedules") between the Public Entity and Customer, or its assignee (collectively, "Lessor"), and all agreements, documents, and instruments in connection therewith, including without limitation, schedules, riders and certificates of acceptance. (iv) The execution and delivery of any such Agreement and/or Schedule and all agreements, documents, and instruments in connection therewith for and on behalf of the Public Entity are not prohibited by or in any manner restricted by the terms of the Charter or other document pursuant to which the Public Entity is organized or of any loan agreement, indenture or contract to which the Public Entity is a party or by which it or any of its property is bound. (v) [STRIKE IF NOT APPLICABLE] The Public Entity did, at a duly called (regular or special) meeting of the governing body of the Public Entity attended throughout by the requisite majority of the members thereof held on the day of by motion duly made, seconded and carried, in accordance with all requirements of law, approve and authorize the execution and delivery of the Agreement, the related Schedule(s) and all agreements, documents, and instruments in connection therewith on behalf of the Public Entity by the authorized representative(s) of the Public Entity named in paragraph (ii) above. Such action approving the Agreement, the related Schedule(s)and all agreements,documents,and instruments in connection therewith and authorizing the execution thereof has not been altered or rescinded by the Public Entity. (vi) No event or condition that constitutes (or with notice or lapse of time or both, would constitute) an Event of Default, as defined in the Agreement, exists at the date hereof. (vii) All insurance required in accordance with the Agreement is currently maintained by the Public Entity. Reference: Page 2 of 3 Intern` 9gPnk9WMPi lcate-Public Page 405 (viii) The Public Entity has, in accordance with the requirements of law,fully budgeted and appropriated sufficient funds for the current budget year to make the Rent payments scheduled to come due during the first Fiscal Period and to meet the Public Entity's other obligations for the first Fiscal Period, as such terms are defined in the Agreement, and such funds have not been expended for other purposes. (ix) The Fiscal Period of the Public Entity is from to (x) The foregoing authority and information shall remain true and in full force and effect, and Lessor shall be entitled to rely upon same, until written notice of the modification, rescission, or revocation of same in whole or in part, has been delivered to Lessor, but in any event shall be effective with respect to any documents executed or actions taken in reliance upon the foregoing authority prior to the delivery to Lessor of said written notice of said modification, rescission or revocation. IN WITNESS WHEREOF: By: Name: Title: (Clerk or Secretary) Date: Subscribed to and sworn before me: Notary Public: (Name) Date: My commission expires: Reference: Page 3 of 3 Intern` UgPnk9WMPi lcate-Public Page 406 Pharos Financial Services i • . • Schedule Information ensureWelcome to Pharos Financial Services (PFS).We look forward to establishing a long-lasting relationship with you and your team. To your account is setupplease provide - information below,working with your Accounts Payable team as needed.Once ready,return it to your PFS Sales Representative or send it to DFS—Customer—Setup@ Dell.com. If you have any questions about the form,contact your representative.Thank you. I. Preparing Your A/P System to Remit PFS Payments: Below is the most commonly requested information by our customers to assist them in setting up their systems to successfully remit PFS payments. If you require any other information, please contact your representative. PFS Accounts Only JPMorgan Chase Bank,N.A. ABA#021000021 1 Chase Manhattan Plaza Account#432217011 MUST INCLUDE CONTRACT and SCHEDULE NUMBER OR INVOICE NUMBER New York,NY 10081 CTX+format should be first choice if it is an option Email remittance to USDFSCASHPAYMENTS@dell.com PFS Accounts Only JPMorgan Chase Bank,N.A. ABA#021000021 Account#432217011 1 Chase Manhattan Plaza MUST INCLUDE CONTRACT and SCHEDULE NUMBER OR INVOICE NUMBER New York,NY 10081 Email remittance to USDFSCASHPAYMENTS@dell.com JPM Swift Code for international wires only:CHASUS33 Pharos Financial Services,L.P.,Payment Processing Center PO Box 6549 Federal Tax ID#04-3652033 Carol Stream,IL 60197-6549 II. Your Company Information: Company Name: Physical Address(primary location): City, State,ZIP: Federal Tax ID: III. Schedules: Name of recipient(s)to receive monthly schedules for reconciliation: Attention: Email Address: Name of individual(s)that will Sign schedules(this individual should be named as an authorized signatory on the Incumbency or Secretary Clerk Certificate) Attention: Title: Telephone Number: Email Address: Would you prefer to sign your documents electronically via Echosign? ❑ Yes ❑ NO(not available to Public entities) Do any of the following criteria need to appear on your schedule?" ❑ Cost Center ❑ Equipment Type ❑ Equipment Location ❑ PO Number `Invoices will follow the format of the schedule and include a breakout of the items above if requested. IV. Purchase Orders: Your PO should be issued to Pharos Financial Services L.P. If you are unable to issue purchase orders to PFS please specify how the PO will be issued: Do you utilize blanket PO's? ❑Yes ❑ No Do you use a different PO for payment versus procurement? ❑ Yes ❑ No Is PO fulfillment required for scheduling? ❑Yes ❑ No PFS will consolidate shipped orders and place on a schedule for your review. If you have any special consolidation requirements, please contact your PFS Sales representative. Is board approval necessary? ❑Yes ❑No If yes,when are meetings held? Fiscal Year is from to V. Invoicing/Billing Contact Information: Accounts Payable(AP)Contact Name: Does this billing address match the primary location above? ❑ Yes(If yes,please skip and proceed to Invoice Preference) ❑ No AP Address: City, State,ZIP: County: AP Email Address: AP Direct Telephone Number: Email Address for PDF or Electronic Invoices(if different than AP contact): VI. Invoice Preferences (choose one from each category): Invoice Options: ❑ Contract Level(one invoice per contract) ❑ Consolidated(one invoice for all contracts that have the same due date) ................................................................................................................................... Invoice Format: ❑ Detail(asset level) ❑ Summary ................................................................................................................................... Delivery Format: ❑ Paper(uses) ❑ PDF(paper copy is not mailed) ❑ Electronic CSV(converted to Excel) ❑ 3rd Party Invoicing Tool,Ariba/SAP(enter tool name): Do you need separate invoices for miscellaneous billings? ❑Yes ❑ No Do you require a PO number on the invoice to process payment? ❑Yes ❑ No Note:the typical invoice processing time is 30 days. If you require more time, please contact your PFS Sales Representative. VII. Taxes and Fees: Is your company/entity tax exempt? ❑Yes ❑ No If not exempt,do you intend to finance upfront tax(if applicable)on the schedules(contracts)? ❑Yes ❑ No Personal Property Tax(PPT): ❑Rebill Annually ❑ Monthly Property Management Fee California Environmental Fee: Do you intend to finance the California Environmental Fee, if applicable? ❑Yes ❑ No Do you intend to finance shipping by adding shipping costs for the products to your schedule? ❑Yes ❑ No VIII. Additional Tax Information: Sales/Use Tax Exemption: Please provide your tax exemption or direct pay certificate to both PFS and the product vendor. Certificates intended for Leases should be issued to Pharos Financial Services, L.P.and those for Loans should be issued to the product vendor.Where required,sales/use taxes will be assessed and invoiced to PFS by the vendor. Note: If tax exempt,a valid Tax Exemption or Direct Pay Certificate must be provided for each state in which the products are located. Tax Exempt Certificate Requirements: • Address to Pharos Financial Services L.P. • Should coincide with the date the schedule is signed • List a description of the items;computer hardware/software is generally sufficient • Signed by an authorized employee/owner The following are not acceptable forms of Tax Exemption Certificates: • IRS letter declaring the company as a non-profit(501-C)entity* • CA letter exempting a company from Franchise and Income Tax • W-9 form • State registration certificates *Mississippi is the only state that accepts the IRS letter as an acceptable exemption certificate Business Personal Property Tax:Tangible business personal property is taxable in most states. In general,the definition of tan- gible property is personal property that can be seen,weighed, measured,felt,or otherwise perceived by the senses but does not include a document that constitutes evidence of a valuable interest, claim,or right and has negligible or no intrinsic value. We appreciate for taking the time to provide the information above.Our goal is to provide a seamless schedule and invoice delivery. Thank you for choosing Pharos Financial Services. ri IF Page 408 Pharos Financial Services Lease Schedules Fair Market Value Software Dell-Restricted-Confidential Page 409 r' TRUE LEASE SCHEDULE NO. MASTER LEASE AGREEMENT NO. THIS SCHEDULE IS SUBJECT TO AND INCORPORATES THE TERMS AND CONDITIONS OF MASTER LEASE AGREEMENT NO. ("Agreement") DATED BETWEEN PHAROS FINANCIAL SERVICES L.P. ("Lessor") AND ("Lessee"). Lessor hereby agrees to lease and/or make available to Lessee subject to the terms, conditions and provisions set forth in this Schedule and in the Agreement, the Products described below. Any capitalized term used herein and not defined herein shall have the meaning ascribed to it in the Agreement. PRODUCT DESCRIPTION AND LOCATION: See below or Exhibit"A"attached to and made a part hereof. PRODUCT SELLER: Product Product Lessee Purchase Rent* Primary Term Commencement Description Location Order No. Mos. Date** See Exhibit'A' See Exhibit'A' Total Product Acquisition Cost: Rent is payable: in Payment Period: *Lessee is responsible for applicable taxes, shipping and other amounts as described in the Agreement, and, with the first payment of Rent, any prorated Rent if applicable. Such amounts are further described in Exhibit"A". **The Commencement Date may be extended for one Payment Period until the Schedule is returned in accordance with the terms in the Agreement. Lessor may charge Lessee prorated Rent accruing from the Acceptance Date to the Commencement Date, as such date is finally determined. TRUE LEASE PROVISIONS The following provisions shall apply with respect to this Schedule in addition to those provisions in the Agreement: 1. TRUE LEASE:The parties intend for this lease to constitute a true lease of Products under the UCC and all applicable laws. If this Lease is determined to be a lease intended as security, in no event shall Lessee be obligated to pay any time price balance differential in excess of the maximum amount permitted by applicable law (as specified herein or the state where the Products are located, whichever law permits the greater amount). In the event Lessor shall receive anything of value under a Lease that is deemed interest which would exceed the maximum amount of interest allowed under the law, the excess amount shall be applied to the reduction of the unpaid time price balance or shall be refunded to Lessee. In order to reduce the unpaid time price balance,any amount deemed interest shall,to the fullest extent permitted by applicable law, be amortized and spread uniformly throughout the Lease Term." 2. END OF LEASE OPTIONS. (a) Provided that no Event of Default has occurred and is continuing, and at least 90 days but no more than 180 days prior to the expiration of the Primary Term(the"Expiration Date"), Lessee will give irrevocable written notice to Lessor of its intention to either: (i) purchase all of the Products at the Fair Market Value (as defined below); (ii) renew the Lease Term for a minimum of six(6) months at a rate and for a term agreed upon by both parties; or (iii) return all of the Products in accordance with the Agreement. Reference: Page 1 of 2 Master Lease Schedule FMV-Public Page 410 (b) If Lessee exercises the option to purchase the Products then, upon receipt of payment of the "Fair Market Value" (defined below), plus applicable taxes, Lessor will sell the Products to Lessee AS IS-WHERE IS, WITHOUT WARRANTY OR RECOURSE, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING ANY WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR AGAINST INFRINGEMENT.The Fair Market Value purchase price shall be paid on or before the last day of the Primary Term. "Fair Market Value" means the price of the Products, installed, in use and in the condition required by the Agreement as determined by Lessor in its reasonable judgment. If Lessee disagrees with the Fair Market Value, Lessee shall notify Lessor in writing within 60 days prior to the Expiration Date and, upon Lessee's request, and within ten (10) days after receipt of Lessee's notice, Lessor shall appoint a qualified appraiser reasonably acceptable to Lessee to appraise the retail value of the Products. The amount determined by such appraiser shall be the final Fair Market Value. Lessor and Lessee shall share the expense of such appraisal equally. (c) If Lessee desires to renew a lease, Lessee and Lessor shall enter into a supplement to this Schedule describing the length of the renewal Lease Term and the renewal Rent provided, however, all other terms of this Schedule and the Agreement shall remain in full force and effect. (d) Whether or not Lessee has given Lessor notice if its intent as described above, if Lessee does not return or purchase the Products or renew the Lease as required above, the Lease Term shall automatically extend on a month-to- month basis at the Rent in effect on the Expiration Date(prorated on a monthly basis if the Payment Period was other than monthly during the Primary Term). Such extension shall continue until Lessee: (i) provides thirty (30) days prior written notice of its intention to return or purchase the Products (to take effect on the next Rent payment date that is at least 30 days after the notice is received by Lessor) and (ii) either returns or purchases all of the Products in accordance with the End of Lease options above. Payments of Rent during the month-to-month extension are due and payable monthly as specified in Lessor's invoice. If Lessee fails to return or purchase any Products, the Schedule and associated Rent for the Products that have not been returned or purchased shall extend on a month-to-month basis in accordance with the prior sentence. 3. COMPLETION OF SCHEDULE. Lessee hereby authorizes Lessor to insert or update the serial numbers of the Products from time to time if necessary. If Lessee delivers this signed Schedule, any amendment or other document related to this Schedule or the Master Lease (each a "Document") to Lessor by facsimile transmission, and Lessor does not receive all of the pages of that Document, Lessee agrees that,except for any pages which require a signature, Lessor may supply the missing pages to the Document from Lessor's database which conforms to the version number at the bottom of the page. If Lessee delivers a signed Document to Lessor as an e-mail attachment, facsimile transmission or by U.S. mail, Lessee acknowledges that Lessor is relying on Lessee's representation that the Document has not been altered. Lessee further agrees that, notwithstanding any rule of evidence to the contrary, in any hearing,trial or proceeding of any kind with respect to a Document, Lessor may produce a tangible copy of the Document transmitted by Lessee to Lessor by facsimile or as an e-mail attachment and such signed copy shall be deemed to be the original of the Document.To the extent(if any)that the Document constitutes chattel paper under the Uniform Commercial Code, the authoritative copy of the Document shall be the copy designated by Lessor or its assignee, from time to time, as the copy available for access and review by Lessee, Lessor or its assignee. All other copies are deemed identified as copies of the authoritative copy. In the event of inadvertent destruction of the authoritative copy, or corruption of the authoritative copy for any reason or as the result of any cause, the authoritative copy may be restored from a backup or archive copy, and the restored copy shall become the authoritative copy. At Lessor's option, this electronic record may be converted into paper form. At such time, such paper copy will be designated or marked as the authoritative copy of the Document. By signing below, each of the parties hereto agrees to be bound by the terms of the Agreement, this Schedule and the attached Exhibit"A". PHAROS FINANCIAL SERVICES L.P. "Lessee" By: PHAROS FINANCIAL SERVICES, INC. ITS GENERALPARTNER By: "Lessor" Name: By: Title: Name: Date: Title: Date: Reference: Page 2 of 2 Master Lease Schedule FMV-Public Page 411 MASTER LEASE AGREEMENT SCHEDULE NO. (SOFTWARE AND/OR SERVICES ONLY FINANCING SCHEDULE) THIS SCHEDULE IS SUBJECT TO AND INCORPORATES THE TERMS AND CONDITIONS OF MASTER LEASE AGREEMENT NO. AND ANY AMENDMENTS, IF APPLICABLE, ("Agreement") DATED BETWEEN P H A R O S FINANCIAL SERVICES L.P. ("Lessor") AND ("Lessee"). If the entity named on this Schedule is not the Lessee named under the Agreement,then such entity, if an affiliate of Lessee approved in writing in advance by Lessor, shall be deemed the Lessee under this Schedule. Lessor hereby agrees to lease and/or make available to Lessee subject to the terms, conditions and provisions set forth in this Schedule and in the Agreement, the Products described below. Any capitalized term used herein and not defined herein shall have the meaning ascribed to it in the Agreement. PRODUCT DESCRIPTION AND LOCATION: See below or Exhibit"A"attached to and made a part hereof. PRODUCT SELLER: Product Product Lessee Purchase Rent* Primary Term Commencement Description Location Order No. Mos. Date** See Exhibit'A' See Exhibit'A' Total Product Acquisition Cost: Rent is payable: in Interest Rate: Payment Period: *Lessee is responsible for applicable taxes, shipping and other amounts as described in the Agreement, and, with the first payment of Rent, any prorated Rent if applicable. Such amounts are further described in Exhibit"A". **The Commencement Date may be extended for one Payment Period until the Schedule is returned in accordance with the terms stated in the Agreement. Lessor may charge Lessee prorated Rent accruing from the Acceptance Date to the Commencement Date, as such date is finally determined. NATURE OF SCHEDULE: Lessee and Lessor acknowledge that this Schedule is strictly a financing arrangement providing for the repayment of a lease purchase in the amount of the Lessor's Basis(as defined below) made by Lessor to Lessee by performing Lessee's payment obligations to the Product Seller under Lessee's Purchase Order referenced above and is to be repaid as and when set forth herein. The amount of the Rent payments provided for herein represents payments of principal and interest on such lease purchase. PRODUCTS CONSISTING SOLELY OF SOFTWARE AND/OR SERVICES: The Products covered by this Schedule consist exclusively of the Software and/or services identified on Exhibit A; that Lessee hereby acknowledges have been delivered, installed, and accepted by Lessee. Lessee and Lessor agree that(i) any language in the Agreement pertaining to Lessor's ownership of the Products and (ii) the following sections of the Agreement shall not apply to this Schedule: 7 (Return); 9 (Alterations); 13(a)(ii)(in so far as it purports to provide Lessor a right to sell, lease, or otherwise dispose of any Products that would violate the underlying license, service or similar agreement); and, 16 (Ownership; Liens and Encumbrances; Labels). Notwithstanding the foregoing, Lessee acknowledges that the remaining terms and conditions of the Agreement shall apply to this Schedule including without limitation: Sections 4 (Rent; Taxes; Payment Obligation); 5 Reference: Page 1 of 3 Master Lease Schedule Software Only Page 412 (Licensed Materials); 11 (Warranty Assignment; Exclusion of Warranties; Limitation of Liability; Finance Lease); 15 (Indemnification); and, 21(i) (Limit on Interest Charges). This Schedule shall terminate upon the expiration of the Primary Term without extension or renewal; provided, however, that such termination of the Schedule shall not effect obligations of Lessee accruing prior to the termination. ADDITIONAL PROVISIONS: For purposes of this Schedule,the"Lessor's Basis"shall consist of the following amounts: (i) the Total Product Acquisition Cost set forth above; plus(ii)all other amounts that become due and owing under this Schedule that are not included in the amounts paid to Lessor pursuant to clause (i). As security for Lessee's obligations hereunder, Lessee grants Lessor, a first-priority security interest in all of Lessee's rights and interest in and to the Products (including with respect to any Software or services, Lessee's right to use the Software and right to obtain the services)and all proceeds thereof (including without limitation any refunds with respect to the Software and services financed under this Schedule (each a"Refund")that are received by Lessee or that Lessee has a right to receive), free and clear of all security interests, liens or encumbrances whatsoever. Upon Lessor's written instructions after an Event of Default with respect to this Schedule, Lessee agrees to (a) immediately cease using the Software and obtaining the services, (b) deinstall and delete all copies of the Software from any computer systems owned or controlled by Lessee or used for Lessee's benefit, and (c) provide Lessor with a certificate signed by an authorized representative of Lessee attesting to such cessation of use and services, deinstallation, deletion and destruction. In the event that Lessee shall be entitled to a Refund from the Seller, Lessee authorizes Lessor to deliver a copy of this Schedule to the Seller as evidence of Lessee's consent to Lessor's collection and receipt of the Refund directly; provided, however, nothing herein shall obligate Lessor to pursue Lessee's Refund rights (if any do exist) or modify, excuse or limit Lessee's obligations pursuant to this Schedule that Lessee acknowledges and agrees are absolute and unconditional. Lessor shall apply any Refund actually received by Lessor against the next scheduled Rent payment(s) and all other amounts owed under this Schedule. Lessee agrees that it shall owe any unpaid amounts hereunder remaining after application of such Refund. Finally, notwithstanding anything in the Agreement to the contrary, the Stipulated Loss Value that Lessee may be required to pay Lessor upon an Event of Default under this Schedule shall equal the total sum of the then remaining payments due and unpaid under this Schedule for the Primary Term discounted at the lesser of (x) the discount rate of the Federal Reserve Bank of Chicago on the Commencement Date of this Schedule and (y)the interest rate set forth above. COMPLETION OF SCHEDULE: Lessee hereby authorizes Lessor to insert or update the serial numbers of the Products as necessary. If Lessee delivers this signed Schedule, any amendment or other document related to this Schedule or the Master Lease (each a "Document")to Lessor by facsimile transmission, and Lessor does not receive all of the pages of that Document, Lessee agrees that, except for any pages which require a signature, Lessor may supply the missing pages to the Document from Lessor's database which conforms to the version number at the bottom of the page. If Lessee delivers a signed Document to Lessor as an e-mail attachment, facsimile transmission or by U.S. mail, Lessee acknowledges that Lessor is relying on Lessee's representation that the Document has not been altered. Lessee further agrees that, notwithstanding any rule of evidence to the contrary, in any hearing, trial or proceeding of any kind with respect to a Document, Lessor may produce a tangible copy of the Document transmitted by Lessee to Lessor by facsimile or as an e-mail attachment and such signed copy shall be deemed to be the original of the Document. To the extent(if any)that the Document constitutes chattel paper under the Uniform Commercial Code, the authoritative copy of the Document shall be the copy designated by Lessor or its assignee, from time to time, as the copy available for access and review by Lessee, Lessor or its assignee. All other copies are deemed identified as copies of the authoritative copy. In the event of inadvertent destruction of the authoritative copy, or corruption of the authoritative copy for any reason or as the result of any cause, the authoritative copy may be restored from a backup or archive copy, and the restored copy shall become the authoritative copy. At Lessor's option,this electronic record may be converted into paper form. At such time, such paper copy will be designated or marked as the authoritative copy of the Document. By signing below, each of the parties hereto agrees to be bound by the terms of the Agreement, this Schedule and the attached Exhibit"A". Reference: Page 2 of 3 Master Lease Schedule Software Only Page 413 EXECUTED by the undersigned on the dates set forth below,to be effective as of the Effective Date. {Lessee Name} "Lessee" BY: NAME: TITLE: DATE: PHAROS FINANCIAL SERVICES L.P. By: PHAROS FINANCIAL SERVICES, INC. ITS GENERAL PARTNER "Lessor" BY: NAME: TITLE: DATE: Reference: Page 3 of 3 Master Lease Schedule Software Only Page 414 SAMPLE VALIDITY OPINION LETTER TO BE EXECUTED ON COUNSEL'S LETTERHEAD To: Ladies and Gentlemen: We are counsel to (the"Lessee")and,in that capacity,we have examined Master Lease Agreement No. dated as of ,and the Lease Schedule No. to Master Lease Agreement No thereto, dated as of (collectively the "Agreement"), between the Lessee and Dell Financial Services L.L.C. (the"Lessor"). Based on our examination of the Agreement and such other examinations as we have deemed appropriate,we are of the opinion as follows: (a) The Lessee is an entity duly organized and existing under and by virtue of the authorizing statute or constitutional provisions of the State of and is a state or political subdivision thereof as described in Section 103(a) of the Internal Revenue Code of 1986,as amended,with full power and authority to enter into the Agreement and the transactions contemplated thereby and to perform all of its obligations thereunder; (b) The Agreement has been duly authorized, executed and delivered by of the Lessee by proper action of its governing board at a meeting duly called, regularly convened and attended throughout by the requisite majority of the members thereof or by other appropriate official approval,and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of the Agreement against the Lessee; (c) The Agreement constitutes the valid, legal and binding obligation of the Lessee,enforceable in accordance with its terms; (d) No approval, consent or withholding of objection is required from any federal, state or local governmental authority or instrumentality with respect to the entering into or performance by the Lessee of the Agreement and the transactions contemplated thereby; (e) Lessee has complied with any applicable public bidding requirements and other applicable state and federal laws in connection with the Agreement and the transactions contemplated thereby; (f) The entering into and performance of the Agreement will not violate any judgment, order, law or regulation applicable to the Lessee or result in any breach of, or constitute a default under, any instrument to which the Lessee is a party or by which it or its assets may be bound,or result in the creation of any lien,charge,security interest or other encumbrance upon any assets of the Lessee or on the Products,other than those created by the Agreement; (g) The Products are tangible personal property and when subject to use by the Lessee will not be or become fixtures or real property under the laws of the State of (h) There are no actions,suits,proceedings,inquiries or investigations,at law or in equity,before or by any court,public board or body, pending or threatened against or affecting, nor to the best of our knowledge and belief is there any basis therefor, which, if determined adversely to Lessee,will have a material adverse effect on the ability of the Lessee to fulfill its obligations under the Agreement; and (i) Lessee has, in accordance with the requirements of law, fully budgeted and appropriated sufficient funds for Lessee's current Fiscal Period to make the Rent payments scheduled to come due during Lessee's current Fiscal Period and to meet its other obligations under the Agreement for the current Fiscal Period,and such funds have not been expended for other purposes. This opinion is delivered to the addressee for its benefit and the benefit of its assigns for the purpose contemplated by the Agreement. Very truly yours, *Authorized Signatory of Lessee under the Agreement. Reference: Page 1 of 1 Validity Opinion Letter-Public Internal Use-Confidential Page 415 De%-IrLLTechno log ies Dell EMC Master Flexible Consumption Agreements and Schedules Proprietary to Dell Technologies Page 416 Dell EMC APEX Flex on Demand (FOD)—Public Sector Terms Only This Exhibit states the public sector terms that apply specifically to the APEX Flex on Demand (FOD) offering for consumption-based as-a-service. The General Terms are incorporated by reference into this Exhibit, which is the public sector Master Flexible Consumption Agreement and sample Flex on Demand (FOD) Schedule(s). If there is a conflict between this Exhibit and the General Terms,this Exhibit controls. This Exhibit is comprised of the following documents, which are hereby incorporated by referenced and attached on the following pages: 1. Master Flexible Consumption Agreement(MFCA)—Public Sector Only 2. Flex on Demand (FOD) Schedule—Public Sector Only O O A4 O O veo, DELL EMC SLED MFCA Rev 20201005-1 CONFIDENTIAL Internal Use-Confidential Page 417 MASTER FLEXIBLE CONSUMPTION AGREEMENT APEX FLEX ON DEMAND TERMS AND CONDITIONS-PUBLIC SECTOR ONLY D'6OLLTechnologies For DELL c Only Contraactct ID MASTER FLEXIBLE CONSUMPTION AGREEMENT— U.S. STATE & LOCAL GOVERNMENT This Master Flexible Consumption Agreement (this "Master Agreement" or "MFCA") is made effective as of (the"Effective Date")between the following parties: EMC Corporation ("Dell EMC") Xxxxxxxxxxxxxx ("Customer") 176 South Street And Xxxxxxxxxxxxx Hopkinton, MA 01748 Xxxxxxxxxxxxxxxx `� Email for Legal Notices: LegalNotices@emc.com Email for Legal Notices: This MFCA governs Customer's access to and use of a configuration of Deployed Capacity on a Flexible Consumption basis at an agreed Customer location, as described in one or more separately executed Flex Consumption Schedules (the "Schedule(s)"). This MFCA shall govern each Schedule (including any related purchase order)that references this MFCA. 1. DEFINITIONS. specified in a Schedule regardless of it actual consumption A. "Billing Period" means the period of time identified on of capacity. a Schedule for which DELL EMC will invoice Customer for I. "Deployed Capacity" means collectively: its Flexible Consumption. (a)"Equipment" (which is EMC-branded or Dell-branded B. "Customer Data" means all data stored on the hardware that DELL EMC provides to Customer under this Deployed Capacity by or on behalf of Customer or its end Master Agreement); and (b) "Software" (any EMC- users and information derived from such data, including all branded or Dell-branded programming code licensed to file layouts and records associated therewith). As between Customer as a standard product,also including microcode, Customer and DELL EMC, Customer Data is Customer's firmware and operating system software), as more Confidential Information. specifically identified on a Schedule. The Deployed C. "Documentation" means the then-current, generally Capacity exclude Third Party Products. available,written user manuals and online help and guides J. "Prime Contract" means, if applicable, the contract provided by DELL EMC for Deployed Capacity. (Prime Contract) and any applicable purchase order, task D. "Flexible Consumption" means the amount of order or delivery order between Customer and the state or Customer's usage of the Deployed Capacity,as it may vary local government entity for the Deployed Capacity and from time to time, measured pursuant to a description and Support Services described in an applicable Schedule metrics identified on the Schedule. issued under this Agreement. E. "Flexible Consumption Fee" means, for a particular K. "Return" of Deployed Capacity means the earlier to Billing Period, (i) the fee for the Monthly Committed occur of(a) DELL EMC taking possession of the Deployed Capacity, and (ii) the fee charged by DELL EMC for Capacity at the Installation Site,or(b)DELL EMC receiving Customer's Flexible Consumption above the Monthly and accepting a return of the Deployed Capacity. Committed Capacity, calculated in accordance with the L. "Support Services" mean services for the support and pricing set forth in the Schedule. maintenance of Deployed Capacity as described in the F. "Flexible Consumption Period"means the time period Applicable Schedule. identified as such on a Schedule, and any DELL EMC M. "Third Party Deployed Capacity" means hardware, approved extension(s)thereto. software, or services that are not "Dell" branded, "EMC" G. "Installation Site" means the ship-to address or other branded, or"DELL EMC" branded. location identified as such on the Schedule as the site of N. "Warranty Period" means for a specific Deployed installation and/or use of a Deployed Capacity, or a Capacity, the period of warranty coverage listed at: subsequent location approved by DELL EMC. https://www.delItechnologies.com/content/dam/digitaIasset H. "Monthly Committed Capacity" means the amount of capacity the Customer commits to paying for each monthas Dell - Internal Use- (-onfidential DELL EMC SLED MFCA Rev 20201005-1 CONFIDENTIAL Internal Use-Confidential Page 418 s/active/en/unauth/manual-warranty-informations/h4276- pay the Monthly Flexible Consumption Fee for the Flexible emc-prod-warranty-maint-table.pdf. Consumption Period is absolute, unconditional and non- cancellable and shall not be subject to any abatement, 2. SCHEDULES, PURCHASING, FEES AND PAYMENT. reduction, set off, defense, delay or counterclaim for any A. Schedules. The description of the Deployed Capacity, reason whatsoever. Support Services, and related pricing are as stated in the E. Taxes. The charges due hereunder and any other items applicable Schedule. The product specific terms informs provided by DELL EMC are exclusive of, and Customer Customer of product-specific use rights and restrictions, shall pay or reimburse DELL EMC for, all value added unit of measure (if any), and the applicable maintenance (VAT), sales, excise, withholding, state or other local (support)obligations. governmental taxes, property taxes, use taxes and any B. Ordering. Customer indicates its approval of a specific other taxes, levies, customs and duties resulting from a Schedule by signing it and issuing a purchase order, task Customer purchase order, except for taxes based on DELL order or delivery order pursuant to the Prime Contract, if EMC's net income. If Customer is required to withhold applicable, to DELL EMC that incorporates by reference in taxes, then Customer will forward any withholding receipts its entirety the terms and conditions of such Schedule and to DELL EMC. Unless otherwise provided on Customer's this Agreement. DELL EMC indicates its approval of purchase order, invoices shall be sent to the Customer Customer's purchase order by (i)counter-signing a contact point or Customer's Accounts Receivable Schedule and any purchase order, task order or delivery department, as specified on the applicable Schedule. order, if applicable, executed by Customer and (ii)shipping F. Interruption of Monitoring Capabilities. For the applicable Deployed Capacity to Customer. Schedules in which Flexible Consumption varies based C. Authorization to Monitor; Flexible Consumption upon usage or another metric, if,for more than five(5)days Fees. During the Flexible Consumption Period, Customer of any calendar month, DELL EMC is unable to monitor to shall pay a Flexible Consumption Fee calculated in determine the applicable Flexible Consumption Fee due to accordance with pricing and frequency set forth on and (i)any action by anyone other than DELL EMC, or (ii)a defined in the applicable Schedule. DELL EMC is failure of any communications equipment provided by authorized to periodically monitor the Flexible Consumption Customer that is used for purposes of monitoring, DELL in order to calculate the applicable Flexible Consumption EMC shall invoice, and Customer shall pay, a Flexible Fee. DELL EMC may conduct such activity through the use Consumption Fee for the affected Billing Period(s)that shall of electronic means and/or on-site inspection by DELL EMC be based on the Flexible Consumption during the previous personnel and do so only in order to authenticate Customer Billing Period; provided, however, that if DELL EMC is as the user of the Flexible Consumption and verify unable to monitor for a period of more than thirty(30)days, Customer's usage levels. Customer is responsible for DELL EMC shall invoice, and the Customr shall pay, either providing and maintaining the equipment(a physical server (a)the maximum capacity of the Deployed Capacity, or(b) or virtual machine) necessary to run storage utilization such other maximum rate described in the Schedule, if scripts and to enable electronic communications between applicable. If DELL EMC is unable to monitor the Flexible the Deployed Capacity and DELL EMC. Customer Consumption due to any failure which is caused by DELL authorizes DELL EMC to store at the Installation Site, or EMC (e.g. failure of the modem, software or other load onto Deployed Capacity used for electronic equipment used by DELL EMC to monitor Customer's communications, such equipment and programming as usage), the amounts owed by Customer for such outage may be needed by DELL EMC to track usage levels or period shall be based on Customer's Flexible Consumption perform any Support Services for Deployed Capacity and during the previous Billing Period. DELL EMC shall shall not disable or interfere in the operation thereof. promptly notify Customer of an inability to electronically and Customer shall (i) not copy or make any use thereof or physically access the Deployed Capacity, as applicable, whatsoever; and (ii) protect such from disclosure to any and work cooperatively to reestablish access. third party and give DELL EMC reasonable access thereto. DELL EMC shall cooperate with Customer to minimize the 3. DELIVERY, RISK,TITLE, USE AND RETURN. impact of any DELL EMC on-site inspection to Customer's A. Installation Site Preparation. On or before arrival of operations. the Deployed Capacity, Customer shall arrange D. Payment and Assignment. DELL EMC or if (i)appropriate space at the Installation Site; (ii)the applicable, its assignee, shall invoice Customer monthly. necessary environment (power, cooling, etc.) required to Customer shall pay invoices in full and in the same currency support and operate the Deployed Capacity; and as the invoice within thirty (30) days after the date of (iii)servers and network connectivity required to support invoice, with interest accruing thereafter at the lesser of Deployed Capacity. 1.5% per month or the highest lawful rate under any B. Deployed Capacity Shipment. DELL EMC shall applicable Prompt Payment Act, if any. No credit cards will deliver the Deployed Capacity by common carrier to the be accepted as a form of payment. Payments to DELL Installation Site. Software may be provided by(i)shipment EMC's assignee of any amounts due shall not be subject to reduction or setoff.Subject to any right of non-appropriation pursuant to Section 10.13 herein, Customer's obligation to DELL EMC SLED MFCA Rev 20201005-1 CONFIDENTIAL Internal Use-Confidential Page 419 of physical media; or (ii)electronic download (when so EMC's ownership of which Customer becomes aware. In offered by DELL EMC). case the Equipment is installed at a third party Installation C. Risk of Loss. DELL EMC shall bear the entire risk of Site, Customer undertakes to notify in writing such third loss,theft, damage or destruction with respect to the DELL party that DELL EMC is the owner of the Equipment and EMC Deployed Capacity until the time of arrival of the that such Equipment (i) can not be treated as a fixture or Deployed Capacity at the Installation Site(s)and Customer fitting forming part of the third party property(ii)can not be shall bear such risk from such time on until the Deployed seized by such third party in distress for monies owed by Capacity is Returned. If any loss, theft, damage or the Customer to such third party. Customer undertakes to destruction to the Deployed Capacity occurs during the time guarantee that, at any time during the course of any Customer bears such risk, DELL EMC shall be relieved of Equipment applicable Schedule, DELL EMC have the right its Flexible Consumption obligations to the extent such to enter the third party Installation Site to inspect the event impacts DELL EMC's ability to provide such Flexible Equipment and to retake possession of the Equipment on Consumption until such time as the Deployed Capacity is expiry or termination of any Schedule. repaired or replaced. Charges shall continue to accrue F. Ownership of Customer Data. All Customer Data, during this period of such interruption. If Deployed Capacity shall remain the responsibility and property of Customer. is materially damaged, stolen or destroyed, Customer shall The parties acknowledge and agree that DELL EMC does promptly notify DELL EMC. not handle, process, or direct the use of Customer Data. D. Customer Insurance Coverage. Subject to any G. Return of Deployed Capacity; Data Migration. Prior applicable law or regulation to the contrary, Customer must to any Return of Deployed Capacity, including in case of insure the Deployed Capacity (with a reputable insurance expiration or termination of the corresponding Schedule, company) against all: (a) liability whatsoever to any third Customer must completely migrate and erase (by use of a party arising directly or indirectly out of Customer's method that does not cause damage to the Deployed selection, possession or use of the Deployed Capacity,and Capacity) its Customer Data and establish a mutually (b) loss or damage to the Deployed Capacity from all convenient date, generally coinciding with the end of a insurable risks for the full cost of replacing it, and (c) other Billing Period, when the Deployed Capacity will be risks in respect of which a prudent owner or operator of Returned to DELL EMC. Customer is liable for any Return Deployed Capacity of the same nature as the Deployed costs and shall reimburse DELL EMC for the reasonable Capacity would normally insure such Deployed Capacity. In value of any Deployed Capacity that is not Returned or is regard to (a) and (b), DELL EMC will be named as co- Returned in a condition that evidences damage in excess insured and loss payee respectively, unless otherwise of reasonable wear and tear. prohibited by law. Upon DELL EMC's prior written consent, Customer may meet the above insurance requirements 4. LICENSE TERMS.License Grant.Customer is granted with its existing self-insurance program, as provided under a non-exclusive, non-transferable license to use the applicable law. Upon DELL EMC's request Customer must Software and the Documentation during the Flexible show DELL EMC evidence that the insurance required Consumption Period solely for Customer's internal under this Master Agreement is in place in respect of the business operations, and, when so indicated on the relevant Schedule(s). Customer must immediately notify applicable Schedule, for delivery of services to its end DELL EMC of any loss claim and Customer must not settle users. Customer's rights to use the Software provided by any claims without DELL EMC's agreement. DELL EMC during the Flexible Consumption Period are E. Personal Property and Identification. Title to governed by the terms of the Agreement and the terms of Deployed Capacity provided by DELL EMC pursuant to any the applicable end-user license agreement. Unless Schedule remains with DELL EMC at all times and different terms have been agreed between the parties, the Customer shall have no right or interest in such Deployed terms posted on www.dell.com/eula for the relevant Capacity except as provided in this Master Agreement and Software product family and effective as of the date of the related Schedule. All Deployed Capacity shall remain applicable Quote shall apply taking into account the personal property of DELL EMC notwithstanding the character of this Master Agreement. DELL EMC will provide manner in which such may be attached or affixed to realty. a hard copy of the applicable terms upon request. Unless At any time, Customer shall (i)at request of DELL EMC, expressly otherwise agreed, microcode, firmware or legibly mark each item of Equipment in a reasonably operating system software required to enable the prominent location with a label, disc or other marking Equipment with which it is shipped to perform its basic or stating that the Equipment is owned by DELL EMC; and enhanced functions, is licensed for use solely on such (ii) not remove such without the prior written consent of Equipment item. DELL EMC. Customer may not change the Installation Site without DELL EMC's prior written consent. Customer shall 5. WARRANTY. give DELL EMC immediate written notice of any attachment A. DELL EMC Warranty. During the Warranty Period, orjudicial process affecting the Deployed Capacity or DELL DELL EMC will maintain a Deployed Capacity's ability to ueii - Internal use- uonfiaential DELL EMC SLED MFCA Rev 20201005-1 CONFIDENTIAL Internal Use-Confidential Page 420 perform substantially in accordance with the related satisfactory to DELL EMC) and Opinions of Counsel (in Documentation. Customer shall promptly provide DELL substantially such form as provided to Customer by DELL EMC with written notice of any material defect of which it EMC and otherwise satisfactory to DELL EMC)(together becomes aware. DELL EMC shall remedy such defect "Documentation") to the effect that,as of the time Customer within thirty (30) days of receipt of notice (the "Cure enters into this Agreement and each Schedule that: Period"). If DELL EMC fails to cure such defect within the (a) Customer is an entity duly organized and Cure Period, DELL EMC's entire liability and Customer's existing under and by virtue of the authorizing statute or exclusive remedy shall be for DELL EMC to substitute the constitutional provisions of its state and is a state or political defective Deployed Capacity with an identical or equivalent subdivision thereof as described in Section 103(a) of the Deployed Capacity model. Internal Revenue Code of 1986, as amended, and the B. Exclusions. DELL EMC shall not be responsible for, regulations promulgated thereunder as in effect and and shall have the right to charge Customer for, and applicable to the MFCA or any Schedule,with full power and Customer shall promptly pay any charges for, Deployed authority to enter into this MFCA and any Schedules and Capacity related problems that arise from (i)accident or perform all of its obligations under the Schedules; neglect by Customer or any third party; (ii)any third party (b) The MFCA and each Schedule have been items or services with which the Deployed Capacity is used duly authorized, authenticated and delivered by Customer or other causes beyond DELL EMC's control; by proper action of its governing board at a regularly (iii) installation, operation or use not in accordance with convened meeting and attended by the requisite majority of DELL EMC's instructions or the applicable Documentation; board members, or by other appropriate official (iv) use in an environment, in a manner or for a purpose for authentication, as applicable, and all requirements have which the Deployed Capacity was not designed; been met and procedures have occurred in order to ensure (v) modification, alteration or repair by anyone other than the validity and enforceability of this MFCA and each DELL EMC or its authorized representatives; or(vi) in case Schedule against Customer; of Equipment only, causes attributable to normal wear and (c) This MFCA and each Schedule constitute the tear. DELL EMC has no obligation whatsoever for Software valid, legal and binding obligations of Customer, installed or used beyond the licensed use, for Equipment enforceable in accordance with their terms; which was moved from the Installation Site without DELL (d) No other approval, consent or withholding of EMC's consent or whose original identification marks have objection is required from any federal, state or local been altered or removed. governmental authority or instrumentality with respect to C. No Further Warranties; Disclaimer. EXCEPT AS the entering into or performance by Customer of the MFCA EXPRESSLY STATED HEREIN,AND TO THE MAXIMUM or any Schedule and the transactions contemplated EXTENT PERMITTED BY APPLICABLE LAW, WITH thereby; REGARD TO DEPLOYED CAPACITY, SUPPORT (e) Customer has complied with such public SERVICES OR ANY OTHER ITEMS OR MATTERS bidding requirements and other state and federal laws as ARISING HEREUNDER, DELL EMC (INCLUDING ITS may be applicable to the MFCA and any Schedule and the SUPPLIERS) MAKES NO OTHER EXPRESS acquisition by Customer of the Deployed Capacity; WARRANTIES, WRITTEN OR ORAL, UNDER THIS (f) The entering into and performance of the MASTER AGREEMENT AND DISCLAIMS ALL IMPLIED MFCA or any Schedule will not (i) violate any judgment, WARRANTIES. INSOFAR AS PERMITTED UNDER order, law or regulation applicable to Customer; (ii)result in APPLICABLE LAW, ALL OTHER WARRANTIES ARE any breach of,or constitute a default under, any instrument SPECIFICALLY EXCLUDED, INCLUDING, BUT NOT to which the Customer is a party or by which it or its assets LIMITED TO, THE IMPLIED WARRANTIES OF may be bound; or (iii) result in the creation of any lien, MERCHANTABILITY, FITNESS FOR A PARTICULAR charge, security interest or other encumbrance upon any PURPOSE,TITLE AND NON-INFRINGEMENT,AND ANY assets of DELL EMC or on the Deployed Capacity, other WARRANTY ARISING BY STATUTE, OPERATION OF than those created pursuant to this MFCA; LAW, COURSE OF DEALING OR PERFORMANCE, OR (g) There are no actions, suits, proceedings, USAGE OF TRADE. DELL EMC AND ITS SUPPLIERS DO inquiries or investigations, at law or in equity, before or by NOT WARRANT THAT SOFTWARE WILL OPERATE any court, public board or body, pending or threatened UNINTERRUPTED OR THAT IT WILL BE FREE FROM against or affecting Customer, nor to the best of Customer's DEFECTS OR THAT IT WILL MEET CUSTOMER'S knowledge and belief is there any basis therefor, which if REQUIREMENTS. determined adversely to Customer will have a material D. Customer Warranties. adverse effect on the ability of Customer to fulfill its (i). Validity and Documentation. Customer represents, obligations under the MFCA or any Schedule; warrants and covenants to DELL EMC and will provide to (h) The Deployed Capacity is essential to the DELL EMC at DELL EMC's request all documents deemed proper, efficient and economic operation of Customer or to necessary or appropriate by DELL EMC, including the services which Customer provides to its citizens. Certificates of Insurance, financial statements, Secretary or Customer expects to make immediate use of the Commited Clerk Certificates, essential use information or documents Capacity,at a minimum,for which it has an immediate need (such as affidavits, notices and similar instruments in a form that is neither temporary nor expected to diminish during DELL EMC SLED MFCA Rev 20201005-1 CONFIDENTIAL Internal Use-Confidential Page 421 the applicable Flexible Consumption Period. The Deployed material breach of this Master Agreement; or (b) for any Capacity will be used for the sole purpose of performing Claim resulting or arising from: (1) any combination, one or more of Customer's governmental or proprietary operation or use of a Deployed Capacity or Support functions consistent within the permissible scope of Service with any other products, services, items or Customer's authority; and technology, including Third Party Products and open (i) Customer has, in accordance with the source software; (2) use for a purpose or in a manner requirements of law, fully budgeted and appropriated for which the Deployed Capacity or Support Service sufficient funds to make all Flexible Consumtion Fees and was not designed, or use after DELL EMC notifies other obligations under this MFCA and any Schedule during Customer to cease such use due to a possible or the current Fiscal Period, and such funds have not been pending Claim; (3) any modification to the Deployed expended for other purposes. Capacity or Support Service made by any person other than E. Operating Environment Warranty. Customer shall, at DELL EMC or its authorized representatives; (4) any its expense, operate the Deployed Capacity with modification to the Deployed Capacity or Support Service reasonable care and in accordance with the made by DELL EMC pursuant to instructions, designs, Documentation, and keep the Deployed Capacity located specifications or any other information provided to DELL at the Installation Site free and clear from any liens or EMC by or on behalf of Customer; (5) use of any version encumbrances. Customer shall operate and maintain a of a Deployed Capacity when an upgrade or newer data back-up system in its data center environment. iteration of the Deployed Capacity or Support Service Customer shall provide for a daily back-up process made available by DELL EMC would have avoided including backing up data before performance of any the infringement; (6) services provided by Customer remedial,upgrade orotherworks on Customer's production (including Claims seeking damages based on any systems. revenue Customer derives from Customer's services); or (7)any data or information that Customer or a third party 6. INDEMNITY. records on or utilizes in connection with the Deployed A. IP Indemnity. DELL EMC will: (a) defend Customer Capacity or Support Services. against any third party claim that Deployed Capacity or C. Indemnification Process. DELL EMC's duty to defend Support Services (but excluding Third Party Products and and indemnify under this section is contingent upon Customer: open source software) infringe that party's patent, (a)sending prompt written notice of the Claim to DELL EMC copyright or trade secret enforceable in the country where and taking reasonable steps to mitigate damages;(b)granting Customer acquired the Deployed Capacity from DELL to DELL EMC the sole right to control the defense and EMC ("Claim"); and (b) indemnify Customer by paying: (1) resolution of the Claim;and(c)cooperating with DELL EMC in the resulting costs and damages finally awarded against the defense and resolution of the Claim and in mitigating any Customer by a court of competent jurisdiction to the extent damages. that such are the result of the third party Claim; or(2)the amounts stated in a written settlement negotiated and 7, LIMITATION OF LIABILITY. approved by DELL EMC. In addition, should any A. Limitation on Direct Damages. EXCEPT FOR Deployed Capacity or Support Service become, or in CUSTOMER'S OBLIGATION TO PAY AMOUNTS OWED DELL EMC's opinion be likely to become, the subject of HEREUNDER, CUSTOMER'S VIOLATION OF DELL such a Claim, DELL EMC may, at its expense and in its EMC'S OR ITS AFFILIATES' INTELLECTUAL PROPERTY discretion: (a)obtain a right for Customer to continue using RIGHTS, OR DELL EMC'S INDEMNITY OBLIGATION the affected Deployed Capacity or Support Service; (b) STATED IN SECTION 6 ABOVE, EACH PARTY'S TOTAL modify the affected Deployed Capacity or Support Service LIABILITY FOR ANY CLAIM ARISING UNDER THIS to make them non-infringing; (c) replace the affected MASTER AGREEMENT SHALL BE LIMITED TO THE Deployed Capacity or Support Service with non- TOTAL OF THE FLEXIBLE CONSUMPTION FEES FOR infringing substitutes; or (d) notify Customer to return the THE DEPLOYED CAPACITY, SUPPORT SERVICES, OR Deployed Capacity and discontinue Support Services, and, BOTH TO WHICH THE CLAIM RELATES PAID DURING upon receipt thereof, refund the remaining portion, if any,of THE TWELVE (12) MONTH PERIOD IMMEDIATELY any pre-paid Flexible Consumption Fee. Except as PRIOR TO THE DATE ON WHICH THE CLAIM IS MADE, otherwise provided by law, this Section 6 states EXCLUDING AMOUNTS RECEIVED AS Customer's exclusive remedies for any third-party REIMBURSEMENT OF EXPENSES OR PAYMENT OF intellectual property claim relating to Deployed Capacity TAXES ACCRUED. or Support Services,and nothing in this Master Agreement B. No Indirect Damages. EXCEPT WITH RESPECT TO or elsewhere will obligate DELL EMC to provide any CLAIMS REGARDING VIOLATION OF DELL EMC'S greater indemnity. INTELLECTUAL PROPERTY RIGHTS, NEITHER B. Exclusions from Indemnity. DELL EMC has no CUSTOMER NOR DELL EMC SHALL HAVE LIABILITY obligation under Section 6.1 above: (a) if Customer is in TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, ueii - Internal use- Lonfidential DELL EMC SLED MFCA Rev 20201005-1 CONFIDENTIAL Internal Use-Confidential Page 422 EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES (whether by way of bank loan or any other form of financing (INCLUDING, BUT NOT LIMITED TO, LOSS OF or fundraising or funding process); and (C)to the extent PROFITS, REVENUES, DATA AND/OR USE), EVEN IF required by law, court order or regulation. ADVISED OF THE POSSIBILITY THEREOF. C. Limitation Period.All claims must be made within()the 9. TRADE COMPLIANCE. time period specified by applicable law; or(ii)eighteen (18) Customer's usage of DELL EMC's Deployed Capacity or months after the cause of action accrues if (a) no such Support Services and access to related technology (the period is specified at law; or (b)the applicable law allows "Materials") are for its own use, not for resale, export, re- the parties to agree to a shorter period than that specified export, or transfer. Customer is subject to and responsible therein. for compliance with the export control and economic sanctions laws of the United States and other applicable 8. CONFIDENTIALITY. jurisdictions. Materials may not be used, sold, leased, exported, imported, re-exported,or transferred except as in A. Existing Non-Disclosure Agreement: If Customer and compliance with such laws, including, without limitation, DELL EMC have a non-disclosure agreement in place as of export licensing requirements,end-user,end-use,and end- the date of this Master Agreement,then that non-disclosure destination restrictions, and prohibitions on dealings with agreement shall supersede this Section 8. Where no such sanctioned individuals and entities, including but not limited non-disclosure agreement exists Section 8.B shall apply. to persons on the Office of Foreign Assets Control's B.Confidential Information. "Confidential Information" Specially Designated Nationals and Blocked Persons List means any information that is marked "confidential" or or the U.S. Department of Commerce Denied Persons List. "proprietary"or any other similar term or in relation to which Customer represents and warrants that it is not the subject its confidentiality should by its nature be inferred or, if or target of, and that Customer is not located in a country disclosed orally, is identified as being confidential at the or territory(including without limitation, North Korea, Cuba, time of disclosure and, within two (2) weeks thereafter, is Iran, Syria, and Crimea) that is the subject or target of, summarized,appropriately labeled and provided in tangible economic sanctions of the United States or other applicable form. Confidential Information does not include information jurisdictions. that is (i) rightfully in the receiving party's possession without prior obligation of confidentiality from the disclosing 10.TERM; APPROPRIATION OF FUNDS; EVENTS OF party; (ii)a matter of public knowledge; (iii) rightfully DEFAULT; REMEDIES. furnished to the receiving party by a third party without A. Master Agreement Term. This Master Agreement confidentiality restriction; or (iv) independently developed commences on its Effective Date, and unless otherwise by the receiving party without reference to the disclosing terminated as set forth below, shall terminate for party's Confidential Information. Each party shall (a) use convenience when a party sends written notice of Confidential Information of the other party only for the termination, which notice shall become effective forty-five purposes of exercising rights or performing obligations in (45) days after receipt thereof. Such termination shall not connection with this Master Agreement or any Schedule or terminate any Schedule already in effect at the time thereof purchase order hereunder; and (b) protect from disclosure and shall not impact any renewal provisions of such to any third parties, by use of a standard of care equivalent Schedules. Any provision that by its nature or context is to that as used by recipient to protect its own information of intended to survive any termination or expiration, including a similar nature and importance, and, no less than the use but not limited to provisions relating to payment and liability, of reasonable care, any Confidential Information disclosed shall so survive. Unless earlier terminated pursuant to its by the other party for a period commencing upon the date term, each Schedule shall commence and expire in of disclosure until three (3) years thereafter, except with accordance with its terms. respect to (1)Customer Data to which DELL EMC may B.Appropriation of Funds. have access in connection with the provision of Services, (i) Customer reasonably believes that legally available which shall remain Confidential Information until one of the funds in an amount sufficient to make all Monthly Flexible exceptions stated in the above definition of Confidential Consumption Fees during the Flexible Consumption Period Information applies; and (2)Confidential Information that defined in Table 3.3 on each applicable Schedule and will constitutes, contains or reveals, in whole or in part, DELL do all things lawfully within its power (notwithstanding its EMC proprietary rights, which shall not be disclosed by the right to self rule) to obtain and maintain funds from which receiving party at any time. Notwithstanding the foregoing, Monthly Flexible Consumption Fees may be paid. The the receiving party and its assignees may disclose parties intend that the obligation of Customer to pay the Confidential Information to (A) other companies within the Monthly Flexible Consumption Fee and other amounts due receiving party's group, advisors, banks and agents for the under a Schedule constitutes a current expense of purpose of fulfilling its obligations or exercising its rights Customer and is not to be construed to be a debt in hereunder as long as such group companies, advisors, contravention of any applicable constitutional or statutory banks and agents comply with the foregoing;(B)to any third limitation on the creation of indebtedness or as a pledge of party for the purposes of raising funds secured on or funds beyond Customer's current Fiscal Period. collateralised by this Master Agreement and/or any Schedule Dell - Internal Use-Confidential DELL EMC SLED MFCA Rev 20201005-1 CONFIDENTIAL Internal Use-Confidential Page 423 (ii) Customer may terminate a Schedule in whole, but not in is organized, and it shall consent thereto or shall fail to part by giving at least sixty(60)days notice prior to the end cause the same to be discharged within sixty(60)days. of the then current Fiscal Period (as defined in the D.Remedies. If an Event of Default shall occur,DELL EMC Customer's Secretary/Clerk's Certificate or other such may exercise any one or more of the following remedies: documentation as reasonably requested by and provided to (i) immediately terminate any or all Schedules; (ii) by notice DELL EMC) certifying that: (1) sufficient funds were not in writing to Customer, declare immediately due and appropriated and budgeted by Customer's governing body payable,and Customer shall be obliged to pay immediately, or will not otherwise be available to continue the Schedule (1) all past due Monthly Flexible Consumption Fees and beyond the current Fiscal Period; and (2) that Customer other past due amounts plus(2)as the parties agreed upon has exhausted all funds legally available for payment of the pre-estimate of damages and not a penalty, all Monthly Monthly Flexible Consumption Fee beyond the current Flexible Consumption Fees for the Monthly Committed Fiscal Period. Upon termination of the Schedule, Capacity for the remainder of the Flexible Consumption Customer's obligations under the Schedule (except those Period with clause (2) being discounted to present value that expressly survive the end of the Flexible Consumption using the discount rate of the Federal Reserve Bank of Period) and any interest in the Deployed Capacity shall Chicago on the Commencement Date of the applicable cease and Customer shall surrender the Deployed Schedule and (iii) require Customer to Return any or all Capacity in accordance with Section 31 and/or if requested Deployed Capacity as provided in Section 3G and/or if by DELL EMC,assemble the Deployed Capacity in a single requested by DELL EMC,assemble the Deployed Capacity location designated by DELL EMC granting DELL EMC the in a single location designated by DELL EMC granting right to enter the premises where such Deployed Capacity DELL EMC the right to enter the premises where such is located for the purpose of repossession; free from all Deployed Capacity is located for the purpose of claims by Customer; provided that the parties shall repossession; free from all claims by Customer; provided reasonably cooperate to enable Customer to migrate and that the parties shall reasonably cooperate to enable erase its data and for DELL EMC to recover such Deployed Customer to migrate and erase its data and for DELL EMC Capacity. Customer shall be responsible for the payment of to recover such Deployed Capacity. Customer shall be the actual documented price of any component(s) of the responsible for the payment of the actual documented costs DELL EMC Deployed Capacity not returned by Customer and reasonable attorney's fees incurred by DELL EMC in and for any damage to the DELL EMC Deployed Capacity retaking possession of the Deployed Capacity and/or beyond normal wear and tear. DELL EMC shall take seeking to recover amounts due. DELL EMC shall take reasonable steps to protect Customer Data for thirty (30) reasonable steps to protect Customer Data for thirty (30) days after recovery of Deployed Capacity under this days after recovery of Deployed Capacity under this Subsection B. Subsection D. (iii) Notwithstanding the foregoing, Customer agrees that, without creating a pledge, lien or encumbrance upon funds 11.MISCELLANEOUS. available to Customer in other than its current Fiscal Period, A. Notices. Notice to DELL EMC under this Master it will use its best efforts to take all action necessary to avoid Agreement or any related transaction must be in writing and termination of a Schedule, including making budget sent(i)by registered or certified mail, postage prepaid first- requests for each Fiscal Period during each applicable class mail with return receipt requested; or(ii) by overnight Flexible Consuption Period for adequate funds to meet its delivery service with verification of receipt, to the address obligations hereunder and to continue the Schedule in below; or (iii) by electronic mail to: force. Del l_Legal_Notices@dell.com. All such notices will be C. Events of Default. Notwithstanding Customer's rights effective upon receipt. under Section 10 B. to non-appropriate, the occurrence of Dell EMC any of the following in connection with the MFCA, any Schedule, or any amendments to either of the foregoing Attn: Contracts Manager documents, shall constitute an Event of Default: Dell Legal Department (i)Customer shall fail to pay the Monthly Flexible One Dell Way, Round Rock, TX 78682 Consumption Fee within thirty (30) days of its due date; B. Entire Agreement. This Master Agreement, applicable (ii)Customer shall fail to perform any provision, covenant, Schedule(s) and each purchase order (i)comprise the condition or agreement, and such failure shall continue for complete statement of the agreement of the parties with thirty (30) days after notice thereof; or (iii)bankruptcy, regard to the subject matter thereof; and (ii) may be receivership, insolvency, reorganization, dissolution, modified only in a writing with evidence of acceptance by liquidation, or other similar proceedings shall be instituted both parties. All terms of any purchase order or similar by or against Customer or all or any part of its property document provided by Customer, that are inconsistent or under the Federal Bankruptcy Code or other law of the conflict with this Master Agreement and/or Schedule, shall United States or any state orjurisdiction in which Customer be null and void and of no legal force or effect, ueii - internal use- uonfiaentiai DELL EMC SLED MFCA Rev 20201005-1 CONFIDENTIAL Internal Use-Confidential Page 424 C. Assignment and Change in Control. The assignment F. Independent Contractors. The parties shall act as or transfer, whether by operation of law or otherwise, of a independent contractors for all purposes under this Master party's right(s) or delegation of obligation(s) hereunder, Agreement. Nothing contained herein shall be deemed to shall require the consent of the other party. However, such constitute either party as an agent or representative of the consent shall not be required of Customer if the assignment other. or transfer involves (i)assignment by DELL EMC or its G. Financial Statements. In addition to providing the assignee of the right to receive payments and related rights Documentation that may be requested by DELL EMC under due by Customer(iii)the purchase of all or substantially all Section 5D(i) above, Customer agrees to furnish of DELL EMC's assets or any deemed assignment or Customer's financial statements (prepared in accordance transfer by DELL EMC by reason of merger, consolidation, with generally accepted accounting principles) and other change-in-control or corporate reorganization. DELL EMC financial information, relating to a Schedule within five (5) may use its direct or indirect subsidiaries or other Business Days as DELL EMC may from time to time sufficiently qualified subcontractors to provide Services to reasonably request and subject to the applicable Customer,provided that DELL EMC remains responsible to confidentiality terms as provided for in Section 8. Customer for the Services' performance. H.Severability. If any part of this Master Agreement, D. Governing Law. Schedule, purchase order,or quote is held unenforceable, This Master Agreement is governed by the laws of the State the validity of all remaining parts will not be affected. in which Customer is located. Subject to applicable state I. Order of Precedence. In the event of a conflict and local laws, the exclusive venue for all litigation arising between the provisions of the documentation related to this between the parties related to this Agreement and any MFCA, the order of precedence with respect to the term in Schedules issued hereunder shall be in the federal courts conflict will be: (a)the terms of a Schedule (as amended); sitting within the State in which Customer is located. BOTH (b)the terms of this MFCA(as amended) In the event of a PARTIES HEREBY WAIVE TRIAL BY JURY.. conflict between the terms of the MFCA and any Prime E. Waiver. Failure to enforce a provision of this Master Contract,the MFCA shall prevail. Agreement will not constitute a waiver. In Witness Whereof,the parties have caused their duly authorized representatives to execute this Master Agreement as of the Effective Date. EMC Corporation ("Dell EMC") CUSTOMER NAME ("Customer") By: �� By: Name (Print): Name (Print): Title: Title: O Dell - Internal Use-Confidential DELL EMC SLED MFCA Rev 20201005-1 CONFIDENTIAL Internal Use-Confidential Page 425 APEX FLEX ON DEMAND SCHEDULE TO THE MASTER FLEXIBLE CONSUMPTION AGREEMENT SUPPLEMENTAL TERMS AND CONDITIONS—PUBLIC SECTOR ONLY For DELL EMC Use Only LTeehno log ies Contract ID Flexible Consumption Schedule (Flex on Demand)— U.S. STATE & LOCAL GOVERNMENT This Flexible Consumption Schedule(the"Schedule")sets forth the terms under which the customer identified below("Customer")may access and use certain Deployed Capacity from the Dell entity identified below("DELL EMC"). Customer's use of the Deployed Capacity is subject to the terms of this Schedule and the Governing Agreement identified below. Effective Date: Governing Agreement: Customer's existing Master Flexible Consumption Agreement with DELL EMC dated on or about: Name of Dell EMC entity("DELL EMC"): Name of Customer: EMC CORPORATION [xxxxx] 176 SOUTH STREET Xxxx HOPKINTON MA 01748 Xxxxxxx 1. Effective Date, Commencement Date. 1.1 Schedule Effective Date and Transaction Start Date. This Schedule expresses the current understanding of DELL EMC and Customer with regard to the Deployed Capacity listed on the Attachment 1 hereto. This Schedule,when signed by DELL EMC and Customer takes effect as of the Effective Date shown above. 1.2. Commencement Date. The Flexible Consumption Period shall begin on either(i)the first day of the first month following the date the Deployed Capacity has been installed at the Installation Site, or, if Customer delays the installation process or if Customer's facility is not prepared for the installation of Deployed Capacity,(ii)the first day of the second month following the Deployed Capacity's arrival at the Installation Site(as applicable,the"Commencement Date"). 2. Listing of Deployed Capacity; Unit of Measure("UOM")for Software; Level of Support Services. 2.1 Deployed Capacity. The Deployed Capacity subject to this Schedule is listed on the Attachment 1 hereto. 2.2 Unit of Measure for Software. A complete description of the Unit of Measure applicable to each unit of Software listed on the Attachment 1 is contained in the Software Use Rights Guide at https://www.dellemc.com/content/dam/digitalassets/active/en/unauth/manual-warranty- informations/products/data-protection/h2483-sw-use-rights.pdf 2.3 Support Services. The following Table 2.3 specifies the level of Support Services to be provided for all Deployed Capacity during the Flexible Consumption Period. Table 2.3—Level of Support Services Support Services Level is: Xxxxxxxxxxx 2.4 Support Services Terms.Support Services identified in a Schedule relating to Dell-branded and EMC Branded Deployed Capacity will be provided in accordance with and pursuant to the following terms for ProSupport for Enterprise: https://www.delltechnoloQies.com/content/dam/digitalassets/active/en/unauth/offering-overview-documents/services/h l 6453-dellemc- prosupport-mc-option.pdf. Support Services identified in a Schedule relating to Dell-branded and EMC Branded Deployed Capacity will be provided in accordance with and pursuant to the following terms for ProSupport Plus for Enterprise: https://www.delltechnologies.com/content/dam/digitalassets/active/en/unauth/offering-overview-documents/services/h l6454-dellemc- prosupport-plus-option.pddf. Support Services identified in a Schedule relating to Dell-branded and EMC Branded Deployed Capacity will be provided in accordance with and pursuant to the following terms for ProSupport One for Data Center: https://www.delltechnologies.com/content/dam/documents-and-videos/dv 1/en/services/support/legal-pricing/dell-emc-prosupport-one-for-data- center.pdf. 3. BILLING/METRICS. PURCHASE ORDER, FLEXIBLE CONSUMPTION PERIOD AND RENEWALS. 3.1 Billing Metrics and Flexible Consumption Period. Customer is authorized to use all or a portion of the Deployed Capacity and receive Support Services thereon only during the Flexible Consumption Period as described in Table 3.3 below.During the Flexible Consumption Period, DELL EMC will measure the usage of the Deployed Capacity on a daily basis and issue a monthly invoice, in arrears, to Customer that reflects the amount of average usage during the prior month. The monthly Flexible Consumption Fee for Page 426 usage is based on a minimum committed amount of use (the"Monthly Committed Capacity") plus any usage in excess thereof (use of the "Monthly Reserve Capacity"). The Metered Total Capacity, Monthly Committed Capacity and Reserve Capacity are measured by means of the following metric: 3.2 Capacities and Asset Metering. Prior to Billing, Dell EMC will provide Customer a monthly usage report, which reflects both the Metered Total Capacity of the Deployed Capacity and the Monthly Committed Capacity as a Percentage of that Metered Total Capacity. "Metered Total Capacity" means the reported capacity of the Deployed Capacity based upon Customer's storage configuration in the applicable environment. Monthly reports will reflect the Metered Total Capacity of Deployed Capacity as reported by the asset and will scale the Monthly Committed Capacity in line with the Monthly Committed Capacity as a Percentage of Metered Total Capacity(see table 3.3). The committed Monthly Flexible Consumption Fee,the Monthly Unit Rate(Charge per GiB per Month) and the Monthly Committed Capacity as a Percentage of Metered Total Capacity remain fixed. 3.3 Rate, Billing Period and Flexible Consumption Fee; Reserve Capacity Cap.Table 3.3 sets forth the Billing Period, Monthly Unit Rate,the Flexible Consumption Period and Fee for the Monthly Committed Capacity.The Flexible Consumption Fee per Billing Period is the sum of the fee for the Monthly Committed Capacity and plus the fee for the Reserve Capacity, if any, used during that Billing Period.These fees are calculated by multiplying the applicable amount of use by the Monthly Unit Rate. In no event shall the Flexible Consumption Fee for any Billing Period be less than that which would apply to the Monthly Committed Capacity. Without limiting the foregoing,Customer is responsible to pay DELL EMC the fees for the Monthly Committed Capacity in accordance with the terms and conditions of this Schedule even if Customer's actual usage is less than the Monthly Committed Capacity. If the monthly use is not greater than the Monthly Committed Capacity, no Reserve Capacity fee shall be due. If the monthly use exceeds the Monthly Committed Capacity, DELL EMC shall calculate the amount of the Reserve Capacity usage, using the Monthly Unit Rate set forth in Table 3.3 and include the amount in the next monthly invoice issued by DELL EMC.. Table 3.3—Billing Information Flexible Consumption Period begins on The Commencement Date xxxxx(xx)months, but continues thereafter on a Flexible Consumption Period duration is: month-to-month basis until all Deployed Capacity is made available for pick-up by DELL EMC. Billing Period Monthly(in arrears) Monthly Committed Capacity as a Percentage of Metered Total Capacity Xxxx Monthly Unit Rate(Charge per GiB per Month) Xxxxx Monthly Flexible Consumption Fee for Monthly Committed Capacity Xxxxx Dell EMC shall charge Customer the Monthly Unit Rate for use of Reserve Capacity above the Monthly Committed Capacity up to eighty-five(85%)percent of the Metered Total Capacity,and Customer's use of the Reserve Capacity between 85%and 100%of the Metered Total Capacity be at no charge to Customer("Reserve Capacity Cap")except in cases of: (i)interruption of monitoring when customer is at fault (Section 2.F of the MFCA), or (ii) Customer is in default of this Schedule, where in either case Dell EMC will continue to invoice for use up to 100%. Dell EMC shall issue invoices referencing this Schedule. 3.4 Purchase Order Requirements. Customer's initial purchase order must specify an amount that is at least equal to the monthly Flexible Consumption Fee for the Monthly Committed Capacity multiplied by the number of months in the Flexible Consumption Period. That minimum amount of the purchase order is shown in Table 3.4 below. Customer shall pay all invoices for Flexible Consumption Fees, including, but not limited to,those that contain charges for use of Reserve Capacity, regardless of whether or not such amounts exceed the amount of Customer's purchase order(s)issued to DELL EMC in connection with this Schedule. If DELL EMC reasonably determines that the amount of Customer's original purchase order will not cover the actual Flexible Consumption Fee, then DELL EMC will notify and discuss the situation with Customer. Upon agreement on the additional funds, Customer shall promptly issue a related purchase order for that additional amount. Table 3.4—Purchase Order Amount Customer Purchase Order amount is: $X,XXX,XXX 3.5 Increasing Monthly Committed Capacity/Flexible Consumption Period. During the Flexible Consumption Period,Customer may increase(i)its Monthly Committed Capacity;or(ii)both the duration of the Flexible Consumption Period and the Monthly Committed Capacity at the applicable Monthly Unit Rates stated in Table 3.5 below. To do so, Customer must agree to the increase in an amendment to this Schedule.When DELL EMC and Customer have agreed on the increase, DELL EMC shall prepare and send an amendment to Customer using the pricing in Table 3.3. The parties shall indicate their acceptance by signing the amendment and DELL EMC shall invoice Customer based on the new pricing pursuant to the amendment.When extending the duration of the Flexible Consumption Period, the revised duration continues to be measured from the original Commencement Date of the Flexible Consumption Period. If the duration of Flexible Consumption Period was thirty(36)months and the amendment adds six(6)months, then the new Flexible Consumption Period is a total of forty-two (42) months, beginning on the original starting date. The revised Monthly Unit Rate commences on the first day of the first month following the month in which the amendment becomes effective. In no event shall the amendment have any retroactive effect. DELL EMC SLED MFCA SCHEDULE 20210401 Page 427 Table 3.5—Pricing for Increases Monthly Committed Capacity/Flexible Consumption Period 70% 60% 48 Months 54 Months 60 Months 3.6 Renewal and/or Month-to-Month Extension. Prior to the expiration of the applicable Flexible Consumption Period,Customer shall notify DELL EMC that Customer no longer wishes to use the Deployed Capacity. Customer shall completely migrate its information and data off of the Deployed Capacity and establish a mutually convenient date,coinciding with the end of a Billing Period,when the Deployed Capacity will be returned to DELL EMC. However, until Customer notifies DELL EMC that Customer has removed its data and the Deployed Capacity has been returned, Customer shall continue to pay the then currently applicable Flexible Consumption Fee on a month-to-month basis. In order to implement a new agreement, Customer must issue a new purchase order that complies with the requirements of the new agreement.Customer agrees to pay all charges incurred on a month-to-month extension regardless of whether or not it has issued a purchase order to DELL EMC. 4. DELIVERY,INSTALLATION AND IDENTIFICATION. 4.1 Delivery. DELL EMC shall deliver all Deployed Capacity to the "Ship-To" address stated in Table 4.3 below. Where Software is provided in a form that is embedded on the Equipment, DELL EMC will enable any required license keys (meaning information needed to enable activation and use of the Software)by electronic means. 4.2 Deployment Services. Deployed Services,subject to this Schedule,are listed on the Attachment 1 hereto.Other services,may be made available under a separate contract signed by the parties. 4.3. Shipment and Installation Site(s). Table 4.3—Shipment and Installation Site(s). Licensed Software Ship-To Address(one address): Installation Site(s), if any: 5. Miscellaneous. Unless otherwise set forth above, the terms and conditions of the Governing Agreement shall apply to, and shall be considered incorporated into,this Schedule.The terms and conditions in this Schedule are deemed to be confidential information in accordance with the Governing Agreement. In the event of the assignment of this Schedule by DELL EMC, the assignee shall have all DELL EMC's rights hereunder, but none of its obligations, and upon receipt by Customer of written notice of any such assignment, Customer shall make all Flexible Consumption Fee payments thereafter becoming due under any assigned Schedule to such assignee, and in regards to the Committed Capacity portion of that Fee, without regard to any set-off, defense or counter claim that Customer may have against DELL EMC or any third party. Customer and DELL EMC agree that a signed Schedule may be amended by written notice from DELL EMC to Customer provided such notice is to correct the serial (or service tag) number of Deployed Capacity. F"y The parties have caused their authorized representatives to sign and this Schedule becomes effective as of the Effective Date. EMC CORPORATION ("DELL EMC") ABC("Customer") By(Sign): By(Sign): Name(Print): Name(Print): Title: Title: Page 428 customer is at fault (Section 2.F of the MFCA), or (ii) Customer is in default of this Schedule, where in either case Dell EMC will continue to invoice for use up to 100%. Dell EMC shall issue invoices referencing this Schedule. 3.5 Purchase Order Requirements. Customer's initial purchase order must specify an amount that is at least equal to the monthly Flexible Consumption Fee for the Monthly Committed Capacity multiplied by the number of months in the Flexible Consumption Period. That minimum amount of the purchase order is shown in Table 3.4 below. Customer shall pay all invoices for Flexible Consumption Fees, including, but not limited to,those that contain charges for use of Reserve Capacity, regardless of whether or not such amounts exceed the amount of Customer's purchase order(s)issued to Dell EMC in connection with this Schedule. If Dell EMC reasonably determines that the amount of Customer's original purchase order will not cover the actual Flexible Consumption Fee, then Dell EMC will notify and discuss the situation with Customer. Upon agreement on the additional funds,Customer shall promptly issue a related purchase order for that additional amount. Table 3.4—Purchase Order Amount Customer Purchase Order amount is: $X,XXX,XXX 3.5 Increasing Monthly Committed Capacity/Flexible Consumption Period. During the Flexible Consumption Period,Customer may increase(i)its Monthly Committed Capacity;or(ii)both the duration of the Flexible Consumption Period and the Monthly Committed Capacity at the applicable Monthly Unit Rates stated in Table 3.5 below. To do so, Customer must agree to the increase in an amendment to this Schedule. When Dell EMC and Customer have agreed on the increase, Dell EMC shall prepare and send an amendment to Customer using the pricing in Table 3.3. The parties shall indicate their acceptance by signing the amendment and Dell EMC shall invoice Customer based on the new pricing pursuant to the amendment.When extending the duration of the Flexible Consumption Period, the revised duration continues to be measured from the original Commencement Date of the Flexible Consumption Period. If the duration of Flexible Consumption Period was thirty(36)months and the amendment adds six(6)months, then the new Flexible Consumption Period is a total of forty-two (42) months, beginning on the original starting date. The revised Monthly Unit Rate commences on the first day of the first month following the month in which the amendment becomes effective. In no event shall the amendment have any retroactive effect. Table 3.5—Pricing for Increases Monthly Committed Capacity/Flexible Consumption Period STORAGE 90% S S S 70% 60% 48 Months 54 Months 60 Months MEMORY 90% S S S 70% $ $ $ 60% 49 Months 54 Months 60 Months 3.6 Renewal and/or Month-to-Month Extension. Prior to the expiration of the applicable Flexible Consumption Period,Customer shall notify Dell EMC that Customer no longer wishes to use the Products. Customer shall completely migrate its information and data off of the Products and establish a mutually convenient date, coinciding with the end of a Billing Period, when the Products will be returned to Dell EMC. However, until Customer notifies Dell EMC that Customer has removed its data and the Products have been returned,Customer shall continue to pay the then currently applicable Flexible Consumption Fee on a month-to-month basis.In order to implement a new agreement, Customer must issue a new purchase order that complies with the requirements of the new agreement. Customer agrees to pay all charges incurred on a month-to-month extension regardless of whether or not it has issued a purchase order to Dell EMC. 4. DELIVERY,INSTALLATION AND IDENTIFICATION. 4.1 Delivery. Dell EMC shall deliver all Products to the"Ship-To"address stated in Table 4.3 below. Where Software is provided in a form that is embedded on the Equipment, Dell EMC will enable any required license keys (meaning information needed to enable activation and use of the Software)by electronic means. 4.2 Deployment Services. Deployed Services,subject to this Schedule,are listed on the Attachment 1 hereto.Other services, may be made available under a separate contract signed by the parties. 4.3. Shipment and Installation Site(s). MFCASCHEDULE 20190412 Internal Use-Confidential Page 429 Table 4.3—Shipment and Installation Site(s). Licensed Software Ship-To Address(one address): Installation Site(s), if any: 5. Miscellaneous. Unless otherwise set forth above, the terms and conditions of the Governing Agreement shall apply to, and shall be considered incorporated into,this Schedule.The terms and conditions in this Schedule are deemed to be confidential information in accordance with the Governing Agreement. In the event of the assignment of this Schedule by Dell EMC,the assignee shall have all Dell EMC's rights hereunder, but none of its obligations, and upon receipt by Customer of written notice of any such assignment, Customer shall make all Flexible Consumption Fee payments thereafter becoming due under any assigned Schedule to such assignee, and in regards to the Committed Capacity portion of that Fee,without regard to any set-off, defense or counter claim that Customer may have against Dell EMC or any third party. Customer and Dell EMC agree that a signed Schedule may be amended by written notice from Dell EMC to Customer provided such notice is to correct the serial (or service tag)number of Products. The parties have caused their authorized representatives to sign and this Schedule becomes effective as of the Effective Date. EMC Corporation("Dell EMC") ABC("Customer") By(Sign): By(Sign): Name(Print): Name(Print): Title: Title: MFCA SCHEDULE-VXRAIL 20210401 Internal Use-Confidential Page 430 Attachment 1 Product list to be added A4 O O O O MFCASCHEDULE 20190412 Page 431 --- `-�-- - -=- Smarter • technology for all Yf ♦f. Lenovo (United States) Inc. Response to the National Cooperative Purchasing Alliance c/o Region 14 Education Service Center RFP # 45-22: Technology Solutions, Products, and Services November 17, 2022 Steven Franco Account Executive 432-269-9996 sfrancoCcDlenovo.com ATTACHMENT 2 Page 432 Lenovo.com 8001 Development Drive • Morrisville, NC 27560 • November 17, 2022 , National Cooperative Purchasing Alliance c/o Region 14 Education Service Center P.O. Box 701273 Houston, TX 77270 Re: Lenovo (United States) Inc. Response to RFP#45-22: Technology Solutions, Products, and Services Dear Selection Committee, Lenovo knows that smarter technology can help organizations transform how they operate, the services they deliver, and how they collaborate and interact with citizens and communities. Ultimately, it's about connecting people, priorities, and technology in important ways. Lenovo's broad product portfolio, deep expertise, and relentless focus on innovation makes us the ideal partner for this important work. Thank you for the opportunity to offer what Lenovo believes is an exciting technology solution to meet National Cooperative Purchasing Alliance's (NCPA's) requirements. We are confident that our deep public sector expertise and dedication to our partnership with you will ensure a successful technology decision and contribute to improved agency outcomes. Our proposal outlines a few of our many commitments to the continued success of your organization. Unparalleled Technology Leadership As the world's leading PC company, Lenovo enjoys a record market share of 24.8 percent, per Gartner's Market Share Analysis (Q2 2022). Our leadership position is built on a solid, award-winning product portfolio that stretches from mobile endpoints to high-performance, hyperconverged data center productivity, and includes a broad selection of accessories to maximize IT dollars. We combine our breakthrough hardware innovation with a full ecosystem of service and solutions partners to give our customers streamlined answers for their technology challenges. Experienced Government Agency Partner Our commitment to the public sector runs deep. We have invested in dedicated federal, state, and local government account teams, and created a dedicated center of excellence for contracts and procurement. Lenovo delivers unprecedented reliability and unbeatable mobility to over 900 state and local agencies across America. Additionally, over 22 military and civilian federal agencies choose Lenovo to modernize their mission. Lenovo is a trusted provider to various federal agencies, including the Department of Defense, Department of Veterans Affairs, and the Department of Energy. Unbeatable Product Quality, Durability, and Innovation Because workstyles are more demanding than ever, we offer the broadest portfolio of MIL-SPEC-tested products and subject our machines to even more stringent examinations internally. Lenovo is committed to continuously improving the quality and value of our products and solutions. Lenovo(United States)Inc.1 2 Page 433 Secure from the Inside Out We share your commitment to end-to-end security, as evidenced in our TAA-compliant products and supply • chain. Additionally, we incorporate NIST and TCG standards as well as TPM 2.0 and secure BIOS firmware for peace of mind. The result is trustworthy technology to drive the most critical agency functions. • U.S. Investments In addition to the investments in our Morrisville, North Carolina headquarters, Lenovo maintains both its enterprise campus and its U.S. fulfillment center in North Carolina. This results in 6,800+ employees and an annual economic impact of$1 billion for North Carolina. Lenovo purchases $10 billion in goods and services from U.S. companies annually. Lenovo's commitment to providing meaningful, end-to-end technology solutions has made us the world's top technology partner in the public sector market. Should you have any questions or require additional information, please reach out to the Lenovo team at your convenience. Sincerely, Darren Estridge Executive Director Lenovo(United States)Inc.1 3 Page 434 Table of Contents w - TitlePage ......................................................................................... 1 CoverLetter..................................................................................... 2 Table of Contents 4 _ Tab 1 — Master Agreement/Signature Form................................... 5 Master Agreement— General Terms and Conditions..................................5 i Process......................................................................................................10 Evaluation Criteria.....................................................................................13 SignatureForm..........................................................................................14 Tab 2 — NCPA Administration Agreement.....................................15 +► Acknowledgment of Contractor Requirements..........................................17 Tab 3 —Vendor Questionnaire.......................................................18 Tab 4 —Vendor Profile....................................................................22 Tab 5 — Products and Services/Scope ..........................................30 Products ....................................................................................................31 Services.....................................................................................................33 Financial Services Offerings......................................................................35 Tab6 — References.........................................................................37 Tab7 — Pricing................................................................................41 Tab 8 —Value Added Products and Services................................43 Tab 9 — Required Documents ........................................................46 Federal Required Signatures ....................................................................48 Antitrust Certification Statements Texas Government Code § 2155.005 .49 Appendix A: Lenovo Customer Agreement..................................50 Lenovo(United States) Inc.1 4 Page 435 Tab 1 - Master Agreement/Signature Form Master Agreement - General Terms and Conditions Customer Support The vendor shall provide timely and accurate technical advice and sales support. The vendor shall respond to such requests within one (1) working day after receipt of the request. Lenovo concurs. Disclosures Respondent affirms that he/she has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor or service to a public servant in connection with this contract. The respondent affirms that, to the best of his/her knowledge, the offer has been arrived at independently, and is submitted without collusion with anyone to obtain information or gain any favoritism that would in any way limit competition or give an unfair advantage over other vendors in the award of this contract. Lenovo concurs. Renewal of Contract Unless otherwise stated, all contracts are for a period of three (3)years with an option to renew for up to five (5) additional one-year terms or any combination of time equally not more than 5 years if agreed to by RPninn 14 F.q(-anrl tha vPnrinr Lenovo concurs with the understanding that such renewals will be based upon the mutual agreement of the parties. Funding Out Clause Any/all contracts exceeding one (1) year shall include a standard"funding out"clause. A contract for the acquisition, including lease, of real or personal property is a commitment of the entity's current revenue only, provided the contract contains either or both of the following provisions: Retains to the entity the continuing right to terminate the contract at the expiration of each budget period during the term of the contract and is conditioned on a best efforts attempt by the entity to obtain appropriate funds for payment of the contract. Lenovo concurs. Shipments(if applicable) The awarded vendor shall ship ordered products within seven (7) working days for goods available and within four(4) to six (6) weeks for specialty items after the receipt of the order unless modified. If a product cannot be shipped within that time, the awarded vendor shall notify the entity placing the order as to why the product has not shipped and shall provide an estimated shipping date. At this point the n .+".:n ';r_ I -I,..,-__1+"- order if estimated shipping time is not acceptable. Lenovo understands and will comply. Lenovo takes our commitments to customers very seriously and will establish and implement processes for NCPA to ensure that product delivery and installation timeframes are met. Our Lenovo Direct Fulfillment goal is to offer NCPA our best-of-breed products, aggressively priced, with a fulfillment model customized to your unique requirements. In the US, Lenovo should be able to ship standard topseller products within 7 business days, and standard and forecasted custom products within 4 to 6 weeks from receipt by Lenovo of a valid purchase order. If the ship date extends beyond these time Lenovo(United States) Inc.I 5 Page 436 frames, Lenovo will communicate with the customer the revised ship date as information becomes available. This order fulfillment objective does not apply to initial orders for custom models. When Lenovo creates a custom model based on unique requirements, these models are subject to a "First Off Test" (FOT)which is a process to ensure that the newly created custom model is technically valid, properly manufactured, and has a functional configuration. Standard shipping is assumed, and premium shipping is available upon request for an additional fee. Lenovo will be pleased to meet with NCPA and discuss solutions to meet your specific delivery requirements. Tax Exempt Status Since this is a national contract, knowing the tax laws in each state is the sole responsibility of the vendor. Lenovo concurs. Payments The entity using the contract will make payments directly to the awarded vendor or their affiliates (distributors/business partners/resellers) as long as written request and approval by NCPA is provided to ` -,.,-,-J-,J,,endor. Lenovo concurs. Adding Authorized Distributors/Dealers Awarded vendors may submit a list of distributors/partners/resellers to sell under their contract throughout the life of the contract. Vendor must receive written approval from NCPA before such distributors/partners/resellers considered authorized. Purchase orders and payment can only be made to awarded vendor or distributors/business partners/resellers previously approved by NCPA. Pricing provided to members by added distributors or dealers must also be less than or equal to the pricing offered by the awarded contract holder. All distributors/partners/resellers are required to abide by the Terms and Conditions of the vendor's agreement with NCPA. Lenovo concurs. Pricing All pricing submitted shall include the administrative fee to be remitted to NCPA by the awarded vendor. It is the awarded vendor's responsibility to keep all pricing up to date and on file with NCPA. All deliveries shall be freight prepaid, F.O.B. destination and shall be included in all pricing offered unless otherwise clearly stated in writing Lenovo concurs for hardware and software products. For Lenovo services, the pricing contained herein is exclusive of any travel and living expenses, other reasonable expenses incurred in connection with the services, and any applicable taxes. Lenovo(United States)Inc.I 6 Page 437 Warranty Proposal should address the following warranty information: •Applicable warranty and/or guarantees of equipment and installations including any conditions and response time for repair and/or replacement of any components during the warranty period. •Availability of replacement parts • Life expectancy of equipment under normal use • Detailed information as to proposed return policy on all equipment Products: Vendor shall provide equipment, materials and products that are new unless otherwise specified, of good quality and free of defects Construction: Vendor shall perform services in a good and workmanlike manner and in accordance with industry standards for the service provided. Lenovo's Limited Warranty Please note, as Lenovo proposes to utilize the Lenovo Customer Agreement as the basis for the terms and conditions governing Lenovo's products and services, the issue of warranty is fully addressed within that Agreement. Installation services are not considered part of warranty service but may be obtained through a value-added service. Please refer to Attachment A, D, and E inside Lenovo's Customer Agreement for applicable Warranty Service Terms. Please refer to Appendix A: Lenovo Customer Agreement on page 50 for a copy of the Lenovo Customer Agreement. Warranty Parts Process for Lenovo Lenovo maintains service parts throughout the warranty/service period. Lenovo makes commercially reasonable efforts to maintain service parts for five years from product launch date. A key fundamental component of product warranty is our Parts Depots. Support for Lenovo Think and System x products is made available through our industry leading parts inventory management system. This service support system includes automated dispatch, updated service technologies, preventive maintenance activities, and a parts distribution system. Lenovo's parts stocking and distribution strategy is for parts to be readily available for delivery to a customer's location to meet the required levels of service for each machine type. Parts are stocked in Mechanicsburg, PA, for Think and System x products and in Grapevine, TX, for Idea products. Efforts are made to support these geographic areas at an availability level in excess of 80-85 percent of total requirements. Regardless of warranty status, Lenovo will cross ship new or equivalent-to-new parts the same day they are ordered, provided order is placed before 3 p.m. (ET). For orders received after that time, Lenovo will ship the part out to meet the service response objectives. In many cases, Lenovo does not require receipt of the failed part before sending out a new part. Support for third-party products and software is provided directly by the vendor of the product. The combination of an excellent parts inventory, service representative, and additional support structure for Lenovo-branded products will ensure that NCPA receives world-class service coverage. Life Expectancy Lenovo Think, notebook, desktop, servers, and workstation products as well System x server and storage products are highly durable and engineered for a four-to five-year lifecycle. Lenovo(United States)Inc.I 7 Page 438 Returns Lenovo's return policy for public sector customer is 30 days. When a return is needed due to dead-on- arrival (DOA) devices, damaged product, incorrect quantity, or incorrect product delivered, the claim has to be submitted to the appropriate Lenovo inside sales or customer service representative. After analysis and internal approvals, Lenovo will manage the collection of the product from the customer site. Lenovo will then refund the customer for the amount paid for the product that is returned. Safety Vendors performing services shall comply with occupational safety and health rules and regulations. Also all vendors and subcontractors shall be held responsible for the safety of their employees and any conditions that may cause injury or damage to persons or property. Lenovo concurs. Permits Since this is a national contract, knowing the permit laws in each state is the sole responsibility of the vendor. Lenovo concurs. Indemnity The awarded vendor shall protect, indemnify, and hold harmless Region 14 ESC and its participants, administrators, employees and agents against all claims, damages, losses and expenses arising out of or resulting from the actions of the vendor, vendor employees or vendor subcontractors in the preparation of the solicitation and the later execution of the contract. Please note, Lenovo proposes to utilize the Lenovo Customer Agreement as the basis for the terms and conditions governing the purchase of Lenovo's products and services by the Consortium. Lenovo's proposed patent and copyright protection and IP infringement protection is located in Section 16 of the Agreement. Please refer to Appendix A: Lenovo Customer Agreement on page 50 for a copy of the Lenovo Customer Agreement. r1anc111se TaX The respondent hereby certifies that he/she is not currently delinquent in the payment of any franchise taxes To the best of our knowledge and belief, Lenovo is not currently delinquent in the payment of any Texas franchise taxes. Supplemental Agreements The entity participating in this contract and awarded vendor may enter into a separate supplemental agreement to further define the level of service requirements over and above the minimum defined in this contract i.e. invoice requirements, ordering requirements, specialized delivery, etc. Any supplemental agreement developed as a result of this contract is exclusively between the participating entity and awarded vendor. Lenovo concurs. Certificates of Insurance Certificates of insurance shall be delivered to the Public Agency prior to commencement of work. The insurance company shall be licensed in the applicable state in which work is being conducted. The awarded vendor shall give the participating entity a minimum of ten (10) days notice prior to any Lenovo(United States)Inc.I 8 Page 439 modifications or cancellation of policies. The awarded vendor shall require all subcontractors performing —11 1,11ork to maintain coverage as sner%f%Pri Lenovo concurs with the clarification that notification shall be in accordance with the terms and conditions of the applicable policy provisions. Legal Obligations It is the Respondent's responsibility to be aware of and comply with all local, state, and federal laws governing the sale of products/services identified in this RFP and any awarded contract and shall comply with all while fulfilling the RFP. Applicable laws and regulation must be followed even if not specifically identified herein. Lenovo concurs that it will comply with all local, state, and federal laws applicable to Lenovo as a provider of information technology products and services. Protest A protest of an award or proposed award must be filed in writing within ten (10) days from the date of the official award notification and must be received by 5:00 pm CST. Protests shall be filed with Region 14 ESC and shall include the following: • Name, address and telephone number of protester • Original signature of protester or its representative • Identification of the solicitation by RFP number • Detailed statement of legal and factual grounds including copies of relevant documents and the form of relief requested Any protest review and action shall be considered final with no further formalities being considered. Lenovo understands. Force Majeure If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. The term Force Majeure as employed herein, shall mean acts of God, strikes, lockouts, or other industrial disturbances, act of public enemy, orders and regulation of any kind of government of the United States or any civil or military authority;insurrections;riots;epidemics;pandemic;landslides; lighting; earthquake;fires;hurricanes;storms;floods; washouts; droughts;arrests;restraint of government and people;civil disturbances;explosions, breakage or accidents to machinery, pipelines or canals, or other causes not reasonably within the control of the party claiming such inability. It is understood and agreed that the settlement of strikes and lockouts shall be entirely within the discretion of the party having the difficulty, and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes and lockouts by acceding to the demands of the opposing party or parties when such settlement is unfavorable in the judgment of the party having the difficulty Lenovo concurs. Prevailing Wage It shall be the responsibility of the Vendor to comply, when applicable, with the prevailing wage legislation in effect in the jurisdiction of the purchaser. It shall further be the responsibility of the Vendor to monitor Lenovo(United States)Inc.I 9 Page 440 the prevailing wage rates as established by the appropriate department of labor for any increase in rates rhirinn the term of thic rnntrart and gr1hj zt iniana ratac grrnrr1inrYh1 Lenovo does not believe that any prevailing wage laws would be applicable to Lenovo's provision of products and services under any contract resulting from this solicitation. Termination Either party may cancel this contract in whole or in part by providing written notice. The cancellation will take effect 30 business days after the other party receives the notice of cancellation. After the 30th business day all work will cease followina completion of final purchase order. Lenovo is in general agreement with the termination rights provided for above, with the understanding that Lenovo would be reimbursed for any products and services Lenovo delivers through the date of termination, as well as any reimbursable expenses Lenovo incurs. Lenovo would also seek reimbursement of any applicable adjustment or termination charges and for expenses Lenovo incurs as a result of such termination (which Lenovo will take reasonable steps to mitigate), all in accordance with the provisions of the Lenovo Customer Agreement which can be found in Appendix A: Lenovo Customer Agreement on page 50. Open Records Policy Because Region 14 ESC is a governmental entity, responses submitted are subject to release as public information after contracts are executed. If a vendor believes that its response, or parts of its response, may be exempted from disclosure, the vendor must specify page-by-page and line-by-line the parts of the response, which it believes, are exempt. In addition, the respondent must specify which exception(s) are applicable and provide detailed reasons to substantiate the exception(s). The determination of whether information is confidential and not subject to disclosure is the duty of the Office of Attorney General(OAG). Region 14 ESC must provide the OAG sufficient information to render an opinion and therefore, vague and general claims to confidentiality by the respondent are not acceptable. Region 14 ESC must comply with the opinions of the OAG. Region14 ESC assumes no responsibility for asserting legal arguments on behalf of any vendor. Respondent are advised to consult with their legal counsel concerning disclosure issues resulting from this procurement process and to take precautions to safeguard trade secrets and other proprietary information. Lenovo understands. Process Region 14 ESC will evaluate proposals in accordance with, and subject to, the relevant statutes, ordinances, rules, and regulations that govern its procurement practices. NCPA will assist Region 14 ESC in evaluating proposals. Award(s) will be made to the prospective vendor whose response is determined to be the most advantageous to Region 14 ESC, NCPA, and its participating agencies. To qualify for evaluation, response must have been submitted on time, and satisfy all mandatory requirements identified in this document. Lenovo concurs. Contract Administration The contract will be administered by Region 14 ESC. The National Program will be administered by NCPA on behalf of Region 14 ESC. Lenovo understands. Lenovo(United States) Inc.1 10 Page 441 Contract Term The contract term will be for three (3) year starting from the date of the award. The contract may be renewed for up to five (5) additional one-year terms or any combination of time equally not more than 5 years. It should be noted that maintenance/service agreements may be issued for up to (5)years under this contract even if the contract only lasts for the initial term of the contract. NCPA will monitor any maintenance agreements for the term of the agreement provided they are signed prior to the termination or ^+^^ ^{+";, ^ontract. Lenovo understands. Contract Waiver Any waiver of any provision of this contract shall be in writing and shall be signed by the duly authorized agent of Region 14 ESC. The waiver by either party of any term or condition of this contract shall not be deemed to constitute waiver thereof nor a waiver of any further or additional right that such party may hold under this contract. Lenovo understands. Price Increases Should it become necessary, price increase requests may be submitted at any point during the term of the contract by written amendment. Included with the request must be documentation and/or formal cost justification for these changes. Requests will be formally reviewed, and if justified, the amendment will be approved. Lenovo understands. Products and Services Additions New Products and/or Services may be added to the resulting contract at any time during the term by written amendment, to the extent that those products and/or services are within the scope of this RFP. Lenovo concurs. Competitive Range It may be necessary for Region 14 ESC to establish a competitive range. Responses not in the competitive range are unacceptable and do not receive further award consideration. Lenovo understands. Deviations and Exceptions Deviations or exceptions stipulated in response may result in disqualification. It is the intent of Region 14 ESC to award a vendor's complete line of products and/or services, when possible. Lenovo understands. Estimated Quantities While no minimum volume is guaranteed, the estimated(but not limited to) annual volume for Products and Services purchased under the proposed Master Agreement is$400 million dollars annually. This estimate is based on the anticipated volume of Region 14 ESC and current sales within the NCPA program. Lenovo understands. Evaluation Region 14 ESC will review and evaluate all responses in accordance with, and subject to, the relevant statutes, ordinances, rules and regulations that govern its procurement practices. NCPA will assist the Lenovo(United States) Inc.1 11 Page 442 lead agency in evaluating proposals. Recommendations for contract awards will be based on multiple factors, each factor being assigned a point value based on its importance. Lenovo understands. Formation of Contract A response to this solicitation is an offer to contract with Region 14 ESC based upon the terms, conditions, scope of work, and specifications contained in this request. A solicitation does not become a contract until it is accepted by Region 14 ESC. The prospective vendor must submit a signed Signature Form with the response thus, eliminating the need for a formal signing process. Contract award letter issued by Region 14 ESC is the counter-signature document establishing acceptance of the contract. Lenovo understands; however, Lenovo's offer to contract with Region 14 ESC is based upon Lenovo's response to the solicitation and Lenovo's modifications, exceptions, and clarifications thereto. NCPA Administrative Agreement The vendor will be required to enter and execute the National Cooperative Purchasing Alliance Administration Agreement with NCPA upon award with Region 14 ESC. The agreement establishes the requirements of the vendor with respect to a nationwide contract effort. Please note, as Lenovo proposes to utilize the Lenovo Customer Agreement as the basis for the terms and conditions governing Lenovo's products and services, some of the items within the NCPA Administration Agreement are fully addressed within that Agreement. Lenovo proposes that Region 14 ESC, NCPA, nor Lenovo shall be obligated in any manner with respect to the products and services proposed under this Solicitation until such time as a written contract reflecting mutually agreed upon terms and conditions is executed. Clarifications/Discussions Region 14 ESC may request additional information or clarification from any of the respondents after review of the proposals received for the sole purpose of elimination minor irregularities, informalities, or apparent clerical mistakes in the proposal. Clarification does not give respondent an opportunity to revise or modify its proposal, except to the extent that correction of apparent clerical mistakes results in a revision. After the initial receipt of proposals, Region 14 ESC reserves the right to conduct discussions with those respondent's whose proposals are determined to be reasonably susceptible of being selected for award. Discussions occur when oral or written communications between Region 14 ESC and respondent's are conducted for the purpose clarifications involving information essential for determining the acceptability of a proposal or that provides respondent an opportunity to revise or modify its proposal. Region 14 ESC will not assist respondent bring its proposal up to the level of other proposals through discussions. Region 14 ESC will not indicate to respondent a cost or price that it must meet to neither obtain further consideration nor will it provide any information about other respondents'proposals or prices. Lenovo understands. Multiple Awards Multiple Contracts may be awarded as a result of the solicitation. Multiple Awards will ensure that any ensuing contracts fulfill current and future requirements of the diverse and large number of participating public agencies. Lenovo understands. Past Performance Past performance is relevant information regarding a vendor's actions under previously awarded contracts;including the administrative aspects of performance; the vendor's history of reasonable and Lenovo(United States) Inc.1 12 Page 443 cooperative behavior and commitment to customer satisfaction;and generally, the vendor's businesslike concern for the interests of the customer. Lenovo understands. Evaluation Criteria Pricing(40 points) Electronic Price Lists • Products, Services, Warranties, etc. price list • Prices listed will be used to establish both the extent of a vendor's product lines, services, warranties, etc. available from a particular bidder and the pricing per item. Ability to Provide and Perform the Required Services for the Contract(25 points) • Product Delivery within participating entities specified parameters • Number of line items delivered complete within the normal delivery time as a percentage of line items ordered. • Vendor's ability to perform towards above requirements and desired specifications. • Past Cooperative Program Performance • Quantity of line items available that are commonly purchased by the entity. • Quality of line items available compared to normal participating entity standards. References and Experience (20 points) •A minimum of ten (10) customer references for product and/or services of similar scope dating within past 3 years • Respondent Reputation in marketplace • Past Experience working with public sector. • Exhibited understanding of cooperative purchasing Value Added Products/Services Description, (8 points) •Additional Products/Services related to the scope of RFP • Marketing and Training • Minority and Women Business Enterprise (MWBE) and(HUB) Participation • Customer Service Technology for Supporting the Program (7 points) • Electronic on-line catalog, order entry use by and suitability for the entity's needs • Quality of vendor's on-line resources for NCPA members. • Specifications and features offered by respondent's products and/or services Lenovo understands NCPA's evaluation criteria. Lenovo(United States) Inc. 13 Page 444 Signature Form The undersigned hereby proposes and agrees to furnish goods and/or services in strict compliance with the terms, specifications and conditions at the prices proposed within response unless notea as clarified in writing in Lenovo's response. The undersigned further certifies that he/she ^ efp-er of fho Gen9pany and has authority to negotiate and bind the company named below and has not prepared this bid in collusion with any other Respondent and that the contents of this proposal as to prices, terms or conditions of said bid have not been communicated by the undersigned nor by any employee or agent to any person engaged in this type of business prior to the official opening of this proposal. Prices are guaranteed: 120 days Lenovo (United States) Inc. Company Name 8001 Development Drive Address Morrisville, NC 27560 City State Zip 855-253-6686 n/a Telephone Number Fax Number destridge(o)lenovo.com Email Address Darren Estridge Executive Director Printed Name Position Authorized Signature Lenovo(United States)Inc. 14 Page 445 Tab 2 — NCPA Administration Agreement Lenovo Response: Please note, as Lenovo proposes to utilize the Lenovo Customer Agreement as the basis for the terms and conditions governing Lenovo's products and services, some of the items within the NCPA Administration Agreement are fully addressed within that Agreement. Lenovo proposes that Region 14 ESC, NCPA, nor Lenovo shall be obligated in any manner with respect to the products and services proposed under this Solicitation until such time as a written contract reflecting mutually agreed upon terms and conditions is executed. Please refer to Appendix A: Lenovo Customer Agreement on page 50 for a copy of the Lenovo Customer Agreement. This Administration Agreement is made as of December 1, 2022 by and between National Cooperative Purchasing Alliance ("NCPA") and Lenovo (United States) Inc ("Vendor"). Recitals WHEREAS, Region 14 ESC has entered into a certain Master Agreement dated December 1, 2022 , referenced as Contract Number by and between Region 14 ESC and Vendor, as may be amended from time to time in accordance with the terms thereof(the "Master Agreement"), for the purchase of Technology Solutions, Products and Services; WHEREAS, said Master Agreement provides that any state, city, special district, local government, school district, private K-12 school, technical or vocational school, higher education institution, other government agency or nonprofit organization (hereinafter referred to as "public agency" or collectively, "public agencies") may purchase products and services at the prices indicated in the Master Agreement; WHEREAS, NCPA has the administrative and legal capacity to administer purchases under the Master Agreement to public agencies; WHEREAS, NCPA serves as the administrative agent for Region 14 ESC in connection with other master agreements offered by NCPA WHEREAS, Region 14 ESC desires NCPA to proceed with administration of the Master Agreement; WHEREAS, NCPA and Vendor desire to enter into this Agreement to make available the Master Agreement to public agencies on a national basis; NOW, THEREFORE, in consideration of the payments to be made hereunder and the mutual covenants contained in this Agreement, NCPA and Vendor hereby agree as follows: General Terms and Conditions • The Master Agreement, attached hereto as Exhibit 1 and incorporated herein by reference as though fully set forth herein, and the terms and conditions contained therein shall apply to this Lenovo(United States) Inc.1 15 Page 446 Administration Agreement except as expressly changed or modified by this Administration Agreement. • NCPA shall be afforded all of the rights, privileges and indemnifications afforded to Region 14 ESC under the Master Agreement, and such rights, privileges and indemnifications shall accrue and apply with equal effect to NCPA under this Administration Agreement including, but not limited to, Contractor's obligation to provide appropriate insurance and certain indemnifications to Region 14 ESC. • Contractor shall perform all duties, responsibilities and obligations required under the Master Agreement in the time and manner specified by the Master Agreement. • NCPA shall perform all of its duties, responsibilities, and obligations as administrator of purchases under the Master Agreement as set forth herein, and Contractor acknowledges that NCPA shall act in the capacity of administrator of purchases under the Master Agreement. • With respect to any purchases made by Region 14 ESC or any Participating Agency pursuant to the Master Agreement, NCPA(a)shall not be construed as a dealer, remarketer, representative, partner, or agent of any type of Contractor, Region 14 ESC, or such Participating Agency, (b) shall not be obligated, liable or responsible (i)for any orders made by Region 14 ESC, any Participating Agency or any employee of Region 14 ESC or Participating Agency under the Master Agreement, or(ii)for any payments required to be made with respect to such order, and (c)shall not be obligated, liable or responsible for any failure by the Participating Agency to (i) comply with procedures or requirements of applicable law, or(ii) obtain the due authorization and approval necessary to purchase under the Master Agreement. NCPA makes no representations or guaranties with respect to any minimum purchases required to be made by Region 14 ESC, any Participating Agency, or any employee of Region 14 ESC or Participating Agency under this Administration Agreement or the Master Agreement. • With respect to any supplemental agreement entered into between a Participating Agency and Contractor pursuant to the Master Agreement, NCPA, its agents, members and employees shall not be made party to any claim for breach of such agreement. • This Administration Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereof, and no other agreement, statement, or promise relating to the subject matter of this Administrative Agreement which is not contained herein shall be valid or binding. • Contractor agrees to allow NCPA to use their name and logo within website, marketing materials and advertisement. Any use of NCPA name and logo or any form of publicity regarding this Administration Agreement or the Master Agreement by Contractor must have prior approval from NCPA. • If any action at law or in equity is brought to enforce or interpret the provisions of this Administration Agreement or to recover any administrative fee and accrued interest, the prevailing party shall be entitled to reasonable attorney's fees and costs in addition to any other relief to which such party may be entitled. • Neither this Administration Agreement nor any rights or obligations hereunder shall be assignable by Contractor without prior written consent of NCPA, provided, however, that the Contractor may, without such written consent, assign this Administration Agreement and its rights and delegate its obligations hereunder in connection with the transfer or sale of all or substantially all of its assets or business related to this Administration Agreement, or in the event of its merger, consolidation, change in control or similar transaction. Any permitted assignee shall assume all assigned obligations of its assignor under this Administration Agreement. • This Administration Agreement and NCPA's rights and obligations hereunder may be assigned at NCPA's sole discretion, to an existing or newly established legal entity that has the authority and capacity to perform NCPA's obligations hereunder. Term of Agreement This Agreement shall be in effect so long as the Master Agreement remains in effect, provided, however, that the obligation to pay all amounts owed by Vendor to NCPA through the Lenovo(United States) Inc.1 16 Page 447 termination of this Agreement and all indemnifications afforded by Vendor to NCPA shall survive the term of this Agreement. Fees and Reporting The awarded vendor shall electronically provide NCPA with a detailed quarterly report showing the dollar volume of all sales under the contract for the previous quarter. Reports are due on the fifteenth (15th)day after the close of the previous quarter. It is the responsibility of the awarded vendor to collect and compile all sales under the contract from participating members and submit one (1) report. The report shall include at least the following information as listed in the example below: Entity Name Zip Code State PO or Job# Sale Amount Total Each quarter NCPA will invoice the vendor based on the total of sale amount(s) reported. From the invoice the vendor shall pay to NCPA an administrative fee based upon the tiered fee schedule below. Vendor's annual sales shall be measured on a calendar year basis. Deadline for term of payment will be included in the invoice NCPA provides. Annual Sales Through Contract Administrative Fee 0 - $30,000,000 2% $30,000,001 -$50,000,000 1.5% $50,000,001+ 1% Supplier shall maintain an accounting of all purchases made by Public Agencies under the Master Agreement. NCPA and Region 14 ESC reserve the right to audit the accounting for a period of four(4) years from the date NCPA receives the accounting. In the event of such an audit, the requested materials shall be provided at the location designated by Region 14 ESC or NCPA. In the event such audit reveals an under reporting of Contract Sales and a resulting underpayment of administrative fees, Vendor shall promptly pay NCPA the amount of such underpayment, together with interest on such amount and shall be obligated to reimburse NCPA's costs and expenses for such audit. Acknowledgment of Contractor Requirements National Cooperative Purchasing Alliance Lenovo (United States) Inc. Organization Vendor Name Matthew Mackel Darren Estridge Name Name Director, Business Development Executive Director Lenovo Government Title Title PO Box 701273 8001 Development Drive Address Address Houston,TX 77270 Morrisville, NC 27560 Address Address Signature Signature December 1, 2022 12/5/2022 Date Date Lenovo(United States) Inc. 17 Page 448 Tab 3 — Vendor Questionnaire Please provide responses to the following questions that address your company's operations, organization, structure, and processes for providing products and services. Locations Covered • Bidder must indicate any and all locations where products and services can be offered. • Please indicate the price co-efficient for each location if it varies. ® All 50 States & District of Columbia (Selecting this box is equal to checking all boxes below) ❑ Alabama ❑ Illinois ❑ Montana ❑ Rhode Island ❑ Alaska ❑ Indiana ❑ Nebraska ❑ South Carolina ❑ Arizona ❑ Iowa ❑ Nevada ❑ South Dakota ❑ Arkansas ❑ Kansas ❑ New Hampshire ❑ Tennessee ❑ California ❑ Massachusetts ❑ New Jersey ❑ Texas ❑ Colorado ❑ Michigan ❑ New Mexico ❑ Utah ❑ Connecticut ❑ Minnesota ❑ New York ❑ Vermont ❑ Delaware ❑ Mississippi ❑ North Carolina ❑ Virginia ❑ D.C. ❑ Missouri ❑ North Dakota ❑ Washington ❑ Florida ❑ Kentucky ❑ Ohio ❑ West Virginia ❑ Georgia ❑ Louisiana ❑ Oklahoma ❑ Wisconsin ❑ Hawaii ❑ Maine ❑ Oregon ❑ Wyoming ❑ Idaho ❑ Maryland ❑ Pennsylvania ® All U.S. Territories and Outlying Areas (Selecting this box is equal to checking all boxes below) ❑ American Samoa ❑ Northern Marina Island ❑ Federated States of Micrones ❑ Puerto Rico ❑ Guam ❑ U.S. Virgin Islands ❑ Midway Islands ❑ All Canada Provinces and Territories (Selecting this box is equal to checking all boxes below) ❑ Alberta ❑ Prince Edward Island ❑ British Columbia ❑ Quebec ❑ Manitoba ❑ Saskatchewan ❑ New Brunswick ❑ Northwest Territories ❑ Newfoundland and Labrador ❑ Nunavut ❑ Nova Scotia ❑ Yukon ❑ Ontario ❑ If awarded a Master Agreement, will your company extend the terms offered in your Proposal to public agencies in Canada?If no or maybe, please explain. ❑ Yes ® Maybe ❑ No If an opportunity arises, Lenovo could possibly assist. However, currency requirements and trade agreements may impact how we pursue an opportunity. Lenovo(United States) Inc.1 18 Page 449 If awarded a Master Agreement, will your company extend the terms offered in your Proposal to private sector customers? ❑ Yes ® Maybe ❑ No Minority and Women Business Enterprise(MWBE) and(HUB) Participation It is the policy of some entities participating in NCPA to involve minority and women business enterprises (MWBE) and historically underutilized businesses (HUB) in the purchase of goods and services. 0......'ent.¢ 1 - 11;r,J;,.- h„I„ ,. 1-1—r nr not thaw Prp ?,-, AA/IA/QC,,,-"I IQ --,+;fL„J ❑ Minority/Women Business Enterprise Respondent Certifies that this firm a Minority/Women Business Enterprise ❑ Historically Underutilized Business Respondent Certifies that this firm is a Historically Underutilized Business Lenovo Response: Neither category above applies to Lenovo. Small Business, MWBE and rtUB Growth If Proposer is a Large, National or Multinational Organization/Corporation, what programs are in place `"_` r ter_~_ ---• ---�_ `" ~~ .4t, -F• --I/ __J ""'"'CM J `-CUB business?If yes, please describe. ® N/A, we are a recognized small, MWEB or HUB organization ❑ No, we do not have any programs in place. ❑ Yes, we have programs in place. mesiaency Responding Company's principal place of business is in the city of Morrisville, State of North Carolina. Felony Conviction Notice Please Check Applicable Box(If the 3rd box is checked, a detailed explanation of the names and convictions must be attached): ® A publicly held corporation; therefore, this reporting requirement is not applicable. ❑ Is not owned or operated by anyone who has been convicted of a felony. ❑ Is owned or operated by the following individual(s)who has/have been convicted of a felony Distribution Channel Which best describes your companv's position in the distribution channel: ®Manufacturer Direct ❑ Certified education/government reseller ❑ Authorized Distributor ❑ Manufacturer marketing through reseller ❑ Value-added reseller ❑ Other: rnraccinry Contact Information Contact Person Steven Franco Title Account Executive Company Lenovo (United States) Inc. Address 8001 Development Drive City/State/Zip Morrisville, NC 27560 Phone 432-269-9996 Email sfranco(c�lenovo.com Lenovo(United States) Inc. 19 Page 450 Pricing Information In addition to the current typical unit pricing furnished herein, the Vendor agrees to offer all future product introductions at prices that are proportionate to Contract Pricing. If answer is no, attach a statement detailing how pricing for NCPA participants would be calculated for future product introductions. ®Yes ❑ No Pricing submitted includes the required NCPA administrative fee. The NCPA fee is calculated based on the invoice price to the customer. ®Yes ❑ No Lenovo(United States) Inc.1 20 Page 451 Lenovo(United States)Inc.1 21 Page 452 Tab 4 - Vendor Profile Please provide the following information about your company. Company's official registered name. Lenovo (United States) Inc. Brief hist—, —as establish Lenovo (HKSE: 992) (ADR: LNVGY) is a US$70 billion revenue global technology powerhouse, ranked #172 in the Fortune Global 500, employing 75,000 people around the world, and serving customers every day in 180 markets. Focused on a bold vision to deliver smarter technology for all, Lenovo has built on our success as the world's leading PC player by expanding into new growth areas of infrastructure, mobile, solutions, and services. This transformation together with Lenovo's world-changing innovation is building a more inclusive, trustworthy, and sustainable digital society for everyone, everywhere. While the Lenovo brand came into existence in 2004, the company has a much longer history. From our founding in 1984 through our acquisition of IBM's award-winning Think° lines of PCs and laptops in 2005 and the IBM System X in 2014 to our partnerships with more than 900 US state and local agencies today, our focus has yielded one of the industry's most diverse cultures—serving more than 1 billion customers around the world. Four Decades • • 19(?- OtJ4 2019- 2004 201 20 • O O �WO Lenavo released and sold its 1 Acquired IBM PC,started Acquired IBM System x 3S strategy .fuel the next own branded PCs and became globalization,and became#1 and Motorola transforming generation of smart solutions the top brand in China with a PC company in the world to multiple business model market share of 30% Lenovo (United States) Inc. is the U.S.-based entity within the global Lenovo corporate structure that offers intelligent devices for government, education, business, and consumer customers. Lenovo has become one of the world's largest manufacturers offering a wide portfolio of connected products, including PCs (ThinkPad, Yoga, Lenovo Legion), tablets, workstations, augmented and virtual reality (AR/VR) devices, and smart home/office solutions. Lenovo (United States) Inc. headquarters are in Morrisville, NC, along with one of our key global research centers. To find out more, visit www.lenovo.com and read about the latest news via our StorvHub. Company's Dun & Bradstreet(D&B) number. Lenovo's D&B number is 52-2449153. Lenovo(United States) Inc. 22 Page 453 Company's organizational chart of those individuals that would be involved in the contract. Public Sector Public Sector Contract Sales Team Management Team Chuck Boorman,Director Erin Shah, Manager. Business Development Public Sector Contracts Mike Burk, Field Sales Melissa Autrey Manager - Freeman,Senior Contract Analyst Steven Franco, Account Executive Lance Couch, Contract Manager Scott Simmons,Inside Sales Manager Christy D'Onofrio, Inside Sales Rep. Corporate office location. • List the number of sales and services offices for states being bid in solicitation. • List the names of key contacts at each with title, address, phone and e-mail address. Lenovo team members for the NCPA contract are based out of our US headquarters or in a home office, which is not listed due to privacy reasons. Telephone and email contact information for key team members are listed below. Lenovo (United States) Inc. Headquarters 8001 Development Drive Morrisville, NC 27560 (855)253-6686 www.lenovo.com/us/en LenovoKey . Lance Couch, Contract Manager +1 (281) 712-2155 Icouch lenoyo.com Melissa Autrey Freeman, Senior Contract Analyst +1 (919)294-0609 mautrey(a)-lenovo.com Steven Franco, Account Executive +1 (432)269-9996 sfranco@,Lenovo.com Christy D'Onofrio, Inside Sales Representative +1 (919) 874-3537 cdonofrio(cDlenovo.com Chuck Boorman, Director Business Development +1 (512)657-5220 cboorman(@1enovo.com C our stands germs of pp Lenovo's standard payment terms and net 30. Who is your competition in the marketplace? Lenovo has a large product portfolio and competition varies by product line. However, our largest competitors include Dell, HP, Samsung, Microsoft, and Apple. Lenovo(United States)Inc. 23 Page 454 Vl/hat rliffPrPntiatP^ -----nu frnrr ---nnPtitnrc? Focused on a bold vision to deliver smarter technology for all, Lenovo has built on our success as the world's leading PC manufacturer by expanding into new growth areas of infrastructure, mobile, solutions, and services. Working with our customers, we strive to build a more inclusive, trustworthy, and sustainable digital society for everyone, everywhere. History of Innovation Lenovo's commitment to innovation differentiates our products. By designing, engineering, and building the world's most complete portfolio of smart devices and infrastructure, we are leading an Intelligent Transformation —the idea of people improving their lives through the use of transformative technology— to create better experiences and opportunities for millions of customers around the world. Since our inception, Lenovo has won hundreds of technology and design awards for our innovative products— including more than 33,000 active patents globally—and introduced many industry firsts, including the world's first foldable PC, first 2-in-1 convertible laptop, and first 5G smartphone. Also, we have committed to doubling our R&D investment by fiscal year 23/24 from the fiscal year 20/21 level and are adding 12,000 R&D professionals globally. Commitment to Sustainability and Social Responsibility After exceeding our 2020 emissions reduction goals a year ahead of schedule, Lenovo has committed to a vision to achieve net-Zero by 2050 and is working with the Science Based Target Initiative to establish goals that support this vision. Lenovo has reported on sustainability topics since 2008, including outlining our work and goals around climate change mitigation, the circular economy, and sustainable materials. In addition to the net-zero vision, Lenovo has committed to positively impacting 15 million lives through philanthropic programs and partnerships by 2025. Our philanthropic arm, the Lenovo Foundation, provides smarter technology for all by empowering underrepresented communities with access to technology and STEM education. We also continue to promote diversity, equity, and inclusion. Lenovo was listed in Bloomberg Gender-Equality Index again in Lenovo(United States) Inc.1 24 Page 455 2022. We are one of the leaders in our industry with over 36% female representation in our workforce. Also, Lenovo won 24 best employer and best workplace awards last year, including the World's Most Admired Companies by Fortune magazine. Trusted, Award-winning Global Supply Chain Lenovo has once again been named in the Gartner Global Supply Chain Top 25 listing for 2022, rising seven places to rank#9. This recognition highlights Lenovo's leadership as a purpose-driven organization as well as the operational excellence of our global supply chain. Lenovo's supply chain has always been a core strength, from managing logistics and our relationships with component suppliers and partners to our unique global hybrid manufacturing footprint of 35+ factories around the world that together see five devices shipped every second to customers. Lenovo's strong supply chain has been a key factor in our ability to stay flexible and resilient in the face of industry challenges in the last few years and to respond customers' needs more effectively. Describe how your company will market this contract if awarded Lenovo has held a contract with NCPA since 2015 and will continue to create awareness of the contract and its contents among potential users of the contract. Our marketing plan will include: • Email announcement of contract award to current Lenovo North American public sector customers and potential customers • Social media announcements to promote the Lenovo and NCPA relationship - Announcement (upon award)via Lenovo social media outlets including Linkedln, Twitter, Facebook, and Instagram - Lenovo YouTube Channel video explaining benefits and offerings of NCPA • Creation of contract-specific marketing flyer for distribution to Lenovo public sector customers • Ongoing contract awareness/education via telephone and email with public sector customers at all levels (e.g., executives, buyers, and end users) • Multiple contract references/mentions in various North American customer information sessions, including webinars and road shows specific to public sector customers • Ongoing contract awareness/education with our business partners to develop co-marketing opportunities specific to NCPA customer channels Describe how you intend to introduce NCPA to your company. Lenovo has successfully leveraged our contract with NCPA since 2015 and continually hosts training for our team members about the contract as well as new member on-boarding training. We will continue to emphasize our contract with NCPA to Lenovo sellers through the following: • Email notification to Lenovo public sector sales executives in each North American region covered with intent to cascade to all Lenovo public sector sellers • Several internal informational/orientation webcasts/conference calls for extended Lenovo North American sales teams • Announcement of award on Lenovo's social media outlets Linkedln, Twitter, Facebook, and Instagram Describe vour firm's capabilities and functionalitv of your on-line catalog/ordering website. Lenovo can create a web portal designed specifically for our direct accounts. Each portal offers a range of products, services, tools, and support chosen specifically to meet your requirements including: • Personalization - Customer welcome page and customized order authorization levels • Solution selection - Customized product catalogue, specific prices, products that can be browsed by category with comparison capability, fast path to the most-frequently purchased solutions • Order direct and tracking in real time - Shipping and pay preferences in local currency, order tracking online Lenovo(United States) Inc.1 25 Page 456 • Ease of use - Interactive help to choose options, contacts associated with account, self-service support tools Lenovo will provide a 24/7 online ordering portal specifically for NCPA purchases. The selected standard configurations will be displayed prominently on the home page and will also offer customization of internal components on non-image models. In addition to NCPA standards, Lenovo portal users will have access to Lenovo's full product catalog - or any subset thereof as designated by the customer- at negotiated pricing. The Lenovo web portal supports credit card, procurement card, and net 30 purchase methods, and may be limited to one or two methods as needed. The Lenovo web portal allows users to create and place orders, quotes, and save carts for future use. It also provides a link to our order history tool called Order Visibility Portal (OVP). The OVP tool provides comprehensive order information, customizable searches, and downloads. OVP users can create, save, and repeat custom reports, and can also schedule delivery of this information on a repeat basis. In addition to NPCA's procurement website, Lenovo offers a 24/7 Technical Support website (support.lenovo.com/en US/)that provides drivers, updates, how-to guides, technical help, and more. Users can check whether the product is in or out of warranty as well as the warranty expiration date (pcsupport.lenovo.com/us/en/warrantylookup#/) and view the most up-to-date product information. These support tools are easily accessed through the customized NCPA web portal. Describe your company's Customer Service Department(hours of operation, number of service centers, etc.) NCPA can count on Lenovo to provide superior, 24/7/365 Help Desk support through our award-winning call centers. Spread across geographies and time zones, Lenovo's 19 call centers give customers seamless coverage to support our customers wherever they are. The call center supporting the North American market is in Atlanta, Georgia. The latest telephony technology integrated with call routing and call management applications help to ensure shorter wait times for customers and provides customer call history information to support specialists with each call. Advanced technological links allow the routing of call center calls, transparently to the customer, to provide coverage during emergency situations or natural disasters. For example, when a US call center closed during a hurricane, calls were routed to Canada with no interruption in support to our customers. Once an end user places a call to the call center, the caller routed to the appropriate call center agent. This is where initial problem determination and remote diagnostics begin. If the problem is not resolved remotely or via the shipment of a self-service customer replaceable unit(CRU) at this stage, the agent will determine if the unit is eligible for repair or service (e.g., depot/repair center, carry-in, on-site). When the warranty involves on-site service, the agent will electronically dispatch a field service technician to the site. Our objective is to have the technician on-site based on the response objectives by location. The specialist will arrive with the right skills and training, the right parts, and an action plan to resolve the problem. Lenovo call centers can be reached via our website (https://support.lenovo.com/us/en) or via telephone (1-855-253-6686#1). Green Initiatives (if applicable) •As our business grows, we want to make sure we minimize our impact on the Earth's climate. We are taking every step we can to implement innovative and responsible environmental practices throughout NCPA to reduce our carbon footprint, reduce waste, energy conservation, ensure efficient computing and Lenovo(United States) Inc.1 26 Page 457 much more. To that effort we ask respondents to provide their companies environmental policy and/or nreen initiative Lenovo has reported on our sustainability efforts since 2008, including outlining our work and goals around climate change mitigation, the circular economy, and sustainable materials. After exceeding our 2020 greenhouse gas (GHG) emissions reduction goals a year ahead of schedule, Lenovo has committed to a vision to achieve net-Zero by 2050 and is working with the Science Based Target Initiative to establish goals that support this vision. We continually seek new ways to reduce harmful GHG emissions across all of our business activities, including those of our suppliers and customers. Our commitment to climate change and a low-carbon economy can be seen through: • Approach—To minimize our carbon footprint, we follow a structured approach. This includes a climate and energy policy, climate change strategy, and key objectives and targets to meet. • Operations—As well as driving energy and cost savings, our operational initiatives help us to meet our climate change goals. • Performance—We have been reporting on our GHG emissions performance for over 10 years. By continuing to measure, analyze, and disclose our efforts, we strive to make a real difference each year. • Supply Chain—As a responsible corporate citizen, we monitor sustainability programs across our full supply chain. This includes targets to reduce GHG emissions and minimize environmental impacts. As an approximate percentage of production spend: 98% 95% 95 (r'.b-st ocurement is with 90 than 100 large of our suppliers are of our suppliers have ISO whotypicallyhave independentlyauditedand 9001and14001andOH5A5 of our suppliers issue formal sustainability covered in our direct 18001certif tions public sustainability programs validation efforts For the third consecutive year, Lenovo has been recognized as one of the 2022 world's 100 most sustainable companies by Corporate Knights. The Corporate Knights annual ESG-focused rankings evaluated over 7,000 global businesses which generate more than US$1 billion in revenue. Companies are evaluated based on 23 key performance indicators covering resource management, employee management, financial management, clean revenue, clean investment, and supplier performance. Product Development Lenovo has integrated green initiatives into all development operations. Every product development team has an environmentally conscious products focal point and environmental requirements as part of Lenovo's environmental management system, to which all product development must comply. We actively manage our response to ongoing energy-related regulatory activities such as updates to emerging protocols and regulations, and industry-related standards, including: • ENERGY STAR° program specifications • U.S. Department of Energy (DOE)Appliance and Equipment Standards • California Appliance Efficiency Program requirements • China CEL and CECP Standards • EU Ecodesign (ErP) requirements Lenovo(United States)Inc.1 27 Page 458 In 2020, we used nearly 6 million kilograms of recycled plastics in our products, including approximately 4 million kilograms of closed-loop post-consumer recycled content across a portfolio of 103 products. Looking toward the future, we will continue to integrate sustainable materials and transition to a circular economy. By 2025, we are aiming for the following: 100 percent of PC products will contain post-consumer recycled content materials. • 100 percent of smartphone products and accessories will be free of PVC and BFR. • 90 percent of PC products plastic packaging and 60 percent of smartphone packaging will be made from recycled materials. • We will have enabled the recycling and reuse of 363 million kilograms of end-of-life products and use 136 million kilograms of post-consumer recycled content plastics in our products. Greener, Lighter Packaging Over a decade ago, Lenovo began using 100% recycled and .`4Z* I } recyclable packaging material. Instead of using polystyrene y packaging, we now encourage the use of molded pulp, fiber, and low- 0 density polyethylene (LDPE). IJ In 2018, we began implementing the use of an innovative, bio-based packaging made from bamboo and sugar cane fiber. The material is not only 100 percent biodegradable, but also lighter than previous packaging and its strength characteristics enable design improvements that reduce overall package size. This new packaging was used to ship memory cards and one of our ThinkPad models. Retl]m With lighter packaging materials and package weight, the result was 6.7 percent less transportation CO2 emissions. We are, therefore, looking to expand the use of this bamboo and sugar cane fiber packaging innovation. A number of our other green packaging initiatives include the following: • With 100% recycled thermoformed cushions, our PCs can now be stacked closer together and require less packaging material, helping to minimize shipping costs. • Many of our notebook product lines now use 100% post-consumer molded fiber(or paper pulp) packaging, which can be readily recycled in municipal waste streams. • All Think product primary carton boxes contain a minimum of 50% post-consumer fiber content and are required to use the maximum available post-consumer material. • 98% of ThinkPad products now use recycled cushioning material, with the printing on boxes done via flexography with water-based, non-toxic, RoHS compliant inks. • The high recycled content foam we use for server packaging contains a minimum of 65% recycled resin content. • We are also working with suppliers to reuse packaging used for shipping between our suppliers and Lenovo factories. Anti-Discrimination Policy(if applicable) • Describe your organizations'anti-discrimination policy. Maintaining a diverse culture and achieving its full potential is fundamental to the Lenovo's competitive success. A key element in our workforce diversity programs is the commitment to equal employment opportunity and to prohibit discrimination, harassment, and similarly inappropriate behavior in the workplace. Lenovo's policy and Code of Conduct commits to providing a work environment free of discrimination and harassment based on race, color, gender, religion, age, nationality, social or ethnic origin, sexual orientation, gender identity or expression, marital status, pregnancy, disability, or veteran status. Company policy prohibits management from making employment decisions based on such characteristics. These business activities and the design and administration of Lenovo's benefit plans Lenovo(United States) Inc.1 28 Page 459 must comply with all applicable laws. For qualified employees with disabilities, we will make reasonable accommodations needed for effective job performance in a manner that complies with applicable laws. Diversity and inclusion have been the building blocks of Lenovo's history and are among our greatest strengths. Our diverse team of people and locations enables collaboration and sharing across borders and encourages us to adopt the best practices in the markets it serves. Lenovo is bringing awareness about inclusion to all its leaders and employees in a variety of ways, including global anti-harassment training to ensure a workplace free of harassment. This year, we are conducting a global campaign with 100 percent target completion rate for global anti-harassment training. We understand that a diverse business model starts at the top. Lenovo's leaders throughout the world hold a deep commitment to these values that fuel long-term growth. We believe that a global workforce should reflect the global customers that it serves, and this begins with leadership that is representative of the various cultures and ethnicities that comprise our internal talent. Vendor Certifications (if applicable) • Provide a copy of all current licenses, registrations and certifications issued by federal, state and local agencies, and any other licenses, registrations or certifications from any other governmental entity with jurisdiction, allowing respondent to perform the covered services including, but not limited to, licenses, registrations, or certifications. Certifications can include M/WBE, HUB, and manufacturer certifications for Lenovo maintains the necessary business licenses in the various jurisdictions in which we operate globally, including all states and provinces located in the United States and Canada. Our corporate tax identification numbers are 52-2449153 (US) and 85480-7039 RT0001 (Canada). Lenovo is not classified as a small or disadvantaged business. Lenovo also maintains the necessary licenses and certifications related to Lenovo's manufacturing operations. For example, Lenovo has achieved certifications such as ISO 14001:2015 (environmental), ISO 50001:2018 (energy management), ISO 45001:2018 (occupational health and safety), and ISO 9001:2015 (quality management systems). We are happy to provide additional details upon request. Lenovo(United States) Inc.1 29 Page 460 Tab 5 - Products and Services/Scope Respondent shall perform and provide these products and/or services under the terms of this agreement. The supplier shall assist the end user with making a determination of their individual needs. Warranty Proposal should address the following warranty information: •Applicable warranty and/or guarantees of equipment and installations including any conditions and response time for repair and/or replacement of any components during the warranty period. •Availability of replacement parts • Life expectancy of equipment under normal use • Detailed information as to proposed return policy on all equipment Products • Vendor shall provide equipment, materials and products that are new unless otherwise specified, of good quality and free of defects Construction • Vendor shall perform services in a good and workmanlike manner and in accordance with industry standards for the service provided. Lenovo's Limited Warranty Please note, as Lenovo proposes to utilize the Lenovo Customer Agreement as the basis for the terms and conditions governing Lenovo's products and services, the issue of warranty is fully addressed within that Agreement. Installation services are not considered part of warranty service but may be obtained through a value-added service. Please refer to Attachment A, D, and E inside Lenovo's Customer Agreement for applicable Warranty Service Terms. Please refer to Appendix A: Lenovo Customer Agreement on page 50 for a copy of the Lenovo Customer Agreement. Warranty Parts Process for Lenovo Lenovo maintains service parts throughout the warranty/service period. Lenovo makes commercially reasonable efforts to maintain service parts for five years from product launch date. A key fundamental component of product warranty is our Parts Depots. Support for Lenovo Think and System x products is made available through our industry leading parts inventory management system. This service support system includes automated dispatch, updated service technologies, preventive maintenance activities, and a parts distribution system. Lenovo's parts stocking and distribution strategy is for parts to be readily available for delivery to a customer's location to meet the required levels of service for each machine type. Parts are stocked in Mechanicsburg, PA, for Think and System x products and in Grapevine, TX, for Idea products. Efforts are made to support these geographic areas at an availability level in excess of 80-85 percent of total requirements. Regardless of warranty status, Lenovo will cross ship new or equivalent-to-new parts the same day they are ordered, provided order is placed before 3 p.m. (ET). For orders received after that time, Lenovo will ship the part out to meet the service response objectives. In many cases, Lenovo does not require receipt of the failed part before sending out a new part. Lenovo(United States) Inc.1 30 Page 461 Support for third-party products and software is provided directly by the vendor of the product. The combination of an excellent parts inventory, service representative, and additional support structure for Lenovo-branded products will ensure that NCPA receives world-class service coverage. Life Expectancy Lenovo Think, notebook, desktop, servers, and workstation products as well System x server and storage products are highly durable and engineered for a four-to five-year lifecycle. Returns Lenovo's return policy for public sector customer is 30 days. When a return is needed due to dead-on- arrival (DOA) devices, damaged product, incorrect quantity, or incorrect product delivered, the claim has to be submitted to the appropriate Lenovo inside sales or customer service representative. After analysis and internal approvals, Lenovo will manage the collection of the product from the customer site. Lenovo will then refund the customer for the amount paid for the product that is returned. The following is a list of suggested(but not limited to) Technology Solutions, Products and Services categories. List all categories along with manufacturer that you are responding with: Products Products ® Laptops/ Notebooks/2-in-1s Lenovo and Durabook ® Tablets Lenovo ® Desktop Computers Lenovo ® Workstations— Fixed and Mobile Lenovo ® Gaming Devices Lenovo ® Chromebooks— Education and Enterprise Lenovo ❑ Servers ❑ High Performance Computing ❑ Data Storage/ Drives ❑ Converged Infrastructure ❑ Hyper Converged Infrastructure ❑ Cloud Products ❑ Software Lenovo and third-party partners ® Security Solutions Lenovo and third-party partners ❑ Data Protection HW/SW Lenovo and third-party partners ❑ Networking ❑ Internet of Things (IOT) Lenovo and third-party partners ® Sensors & Edge Devices Lenovo and third-party partners ® Printers &Accessories Third-party partners ® Digital Imaging —Cameras/Scanner Third-party partners ® Keyboard / Mice/ Input Devices Lenovo and third-party partners ® Memory/System Components Lenovo and third-party partners Lenovo(United States) Inc. 31 Page 462 ® Displays/ Large Format Displays/ Interactive Lenovo and third-party partners Flat Panels ® Spare Parts Lenovo ® Accessories/Cables Lenovo ® Battery Back-up/ Power/Surge Protectors Third-party partners ® Sound / Multimedia Lenovo and third-party partners ® Telecommunications Products Motorola ® Video— Monitors/Cards/ Projector Lenovo and third-party partners ❑ Interactive Whiteboards ® Commercial-Off-the-Shelf(COTS) Software Lenovo and third-party partners ® Software-as-a-Service (SaaS) Lenovo and third-party partners ❑ Infrastructure-as-a-service (laaS) ❑ Platform-as-a-Service (PaaS) ® Software Licensing and Maintenance Lenovo and third-party partners Agreements ® Subscription Based Software Licenses Lenovo and third-party partners ® Software Related Services Lenovo and third-party partners Lenovo manufacturers a wide range of hardware to meet the entirety of the requirements for government and education customers. We offer various form factors of desktops, towers, small form factors and tiny, and in our notebooks as well, clamshell, 2-in-1 (Yoga), detachable and foldable. We also offer both AMD and Intel options throughout the portfolio. The list below is not exhaustive but represents our core hardware offerings. Laptops X Series—X1 Carbon, X1 Extreme, X1 Nano, X1 Yoga, X1 Titanium Yoga, X1 Fold 16, X13, X13s, and X13 Yoga T Series—T14, T14s, T16, T15p, T15g L Series—L13, L13 Yoga, L14, L15 E Series— E14, El C Series—C14 ThinkBook— 13s, 13x, 14, 14p, 15, 16, 16p Legion Mobile Thin Clients Chromebooks— 10e, 11 e, 14e, 14w, 100e, 300e, 500e Laptop Workstations - P Series— P17, P14s, P15, P15s, P15v, P1 Lenovo(United States) Inc. 32 Page 463 Desktops M Series Tower— M90t, M80t, M70t, M75t M Series Small Form Factor— M75s, M70s, M80s, M90s M Series Tiny—M75q, M70q, M80q, M90q M Series Nano—M75 IoT M Series All in One—M90a, M70a Tiny-in-One—TIO 22", TIO 24", TIO 27" IoT Smart Edge, Nano IoT and EPC300 Legion, Legion Cube Thin Client Desktop Workstations P Series— P360 Tower/Ultra/Tiny, P520, P520c, P620, P720, P920, P920 Rack Tablets X12 Detachable Android—Tab M8 HD, Smart Tab M8 HD, Tab M10 FHD Plus, Smart Tab M10 FHD Plus w/Google, Smart Tab M10 FHD Plus w/Alexa, Yoga Smart Tab s10 w/Google, P11 Pro Smartphones Motorola has a 90-year history of innovation...from the first cellular phone to the first 5G device. As the#3 smartphone manufacturer in North America and a business group within the Lenovo corporate structure, Motorola has steadily grown by being the dominant consumer-centric smartphone manufacturer—solving consumer pain points through innovation to create unparalleled value. Motorola's portfolio consists of products that have the longest battery life, best cellular performance, enterprise grade security with ThinkShield for Mobile, and durability to protect the devices against everyday spills and splashes. Motorola offers three product families to meet every need: • Moto G, "Designed for What Matters" —This value family brings aspirational innovation at assessable price points. Premium features such as a stylus, triple cameras, and large displays are available with the Moto G portfolio. • Edge, "Expanding Possibilities" —This innovative line is comprised of expert mobile craftsmanship that drives what's next with features such as Ready For, the fastest 5G, and the best in entertainment and imaging experiences. The Edge family is all about performance, style, and technology. • Razr, "Redefining Boundaries" —The iconic Razr provides all the conveniences of a modern smartphone in the most compact foldable form factor—a design focused innovation. The Razr is a true industry disruptor and has the largest external display to easily access all your content. Services Services Manufacturers ® Deployment& Installation Lenovo ® Professional Services Lenovo ® Consulting Services Lenovo ® Security Services Lenovo ® Business Continuity/ Business Resiliency Lenovo ® Disaster Recovery Lenovo ® VMware Professional Services Lenovo Lenovo(United States) Inc. 33 Page 464 ® Microsoft Professional Services Lenovo ® AWS Product and Services Lenovo ® Application Services— End User Lenovo ® Application Services—Data Center Lenovo ® Residencies Lenovo ® Managed Services—End User Lenovo ® Managed Services— Data Center Lenovo ® Education &Training Lenovo ® Telecommunications Lenovo ® Product Configurations Lenovo ® Product Support Lenovo ® Warranty Lenovo ® Asset Lifecycle Management Lenovo ® Asset Recovery Lenovo Lenovo Services has a wide array of offerings available to help organizations plan, manage, and support their Lenovo hardware. From initial strategic planning to configuration, deployment, security, and more— Lenovo has services and solutions to help companies embrace new workplace technologies. Planning Services— Planning services include strategy, assessment, and personal consultation to define the "who, what, where, when, and why"for how an organization can integrate Lenovo solutions. Lenovo experts work closely with your team to carefully examine and plot out how services will be deployed across the organization's technology footprint, and how Lenovo can help the organization achieve its business goals. Examples include: • Lenovo Whiteboard Sessions • Windows Transition Services Configuration Services—Configuration services shift the expensive and labor-intensive deskside functions from in-house IT teams to highly skilled Lenovo technicians. These services make sure devices are ready for use when they arrive at your customer's organization. Configuration services reduce operational costs, minimize downtime, and quickly get employees productive with their new PCs. Examples include: • Custom Imaging Services— Includes Image Verification, Image Design/Build, Smart Image Services, Image Management, First-Boot Services, and Custom BIOS • Ready-to-Provision (RTP) Services— Includes RTP Release Control and RTP Plus • Asset Tagging • Laser Etching • Custom Carton Labels • Microsoft Autopilot Registration • Drop-in-the-Box documentation Deployment Services—When devices arrive at your location, there are many complex and time- consuming tasks for IT to perform for employees to actually begin using their new PCs with the apps and security the company requires. Lenovo's Deployment Services shift this burden from internal IT teams to Lenovo technicians. Examples include: • Chrome OS Zero-Touch Enrollment • Custom Fulfillment Services • Advanced Deployment Services Lenovo(United States) Inc.1 34 Page 465 • Lenovo Cloud Provisioning and Recovery • Modern IT Kits Support and Protection Services—Lenovo's rich portfolio of support and protection services give customers the technical support, backup, and repair services needed to keep devices performing at peak efficiency. This includes Lenovo ThinkShield for critical device security and protection from cybersecurity threats. Other examples include: • Warranty Extensions and Upgrades — Accidental Damage Protection — Sealed Battery Warranty — Keep-Your-Drive Service • Depot or Onsite Support Services • Premier Support • Legion Ultimate Support • Services Engagement Management • ThinkShield security solutions • Lenovo Device Intelligence Plus Managed Services — Lenovo Managed Services offer other valuable services for IT teams and a portfolio of Lenovo-developed and partner-developed software solutions, including on-site help desks, compliance monitoring and management, and inventory control. Other examples include: • Lenovo Project Management Office— Includes help desk augmentation/integration and desktop deployment services • Lenovo Solution Cafe, Smart Kiosk, Smart Vending, and Smart Lockers • Advanced Exchange Services • Staff Augmentation • Lenovo Device-as-a-Service (DaaS) Asset Recovery Services —Lenovo offers solutions for the environmentally friendly disposal of units while maximizing residual value and ensuring data security and environmental compliance. Examples include: • CO2 Offset • Asset Recycling • Value Recovery • Lenovo Genuine Parts Financial Services Offerings Financial Services Offerings Manufacturers ® Infrastructure-as-a-Service (laaS) Lenovo ® Leasing for Public and Private/Commercial Lenovo Entities with schedules included for: ® • Fair Market Value Lease Lenovo ® • Purchase Option Lease Lenovo ® •Tax Exempt Lease Purchase Lease Lenovo ® • Flex Lease Purchase Lenovo ® • PC-as-a-Service Lenovo Lenovo(United States) Inc. 35 Page 466 ® • Software Schedule Lenovo ® Deferred Payments (Direct and Indirect Lenovo Financing) ® Payment Agreements Lenovo ® Usage Agreements Lenovo Lenovo offers a complete portfolio of IT solutions under our new TruScale "as-a-Service" umbrella. Lenovo TruScale Services simplify and optimize everything from hardware, software, and licensing to support and management, with one contract and one point of contact. TruScale consists of two primary building blocks— Infrastructure-as-a-Service and Devi ce-as-a-Service; however, the entire Lenovo portfolio is available as-a-service from a single vendor. In addition, Lenovo Financial Services or LFS (www.lenovo.com/us/en/outletus/landingpage/lenovo- financial-services/) reinforces Lenovo's commitment to deliver pioneering products and services recognized for their quality, excellence, and trustworthiness. We offer financing solutions and services that compliment your technology solution anywhere in the world. LFS is uniquely qualified to support and manage opportunities with customized and integrated processes. Additional benefits you may enjoy when financing with LFS include: • Ability to Bundle Costs— LFS offers the option to finance your entire IT solution including hardware, software, and business partner services into a single transaction and invoice. • Total Life-Cycle Management—We offer life-cycle management of your technology assets from acquisition to disposition allowing your organization to always have the most current technology at the lowest cost. • Protection Against Advancing Technology— Financing through LFS allows you to deploy the latest technological advances with minimal financial impact or risk. Depending upon the lease structure selected, you can add-on or upgrade during the term of the contract, or you can choose to return, extend, or purchase the assets at the end of the contact. • Lower Upfront Costs— Financing 100% of your purchase reduces deployment costs, providing your organization with an ability to acquire the IT assets you need today without impacting cash flow. In addition to preserving working capital and keeping credit lines intact, using an LFS procurement solution allows a quicker ROI. Finally, customers with large transactions (i.e., hundreds or thousands of assets)will benefit from LFS' Premier Client Services. Each large account is assigned a servicing representative as a single point of contact for the lifetime of the relationship. Lenovo(United States) Inc.1 36 Page 467 Tab 8 - Value Added Products and Services Include any additional products and/or services available that vendor currently performs in their normal course of business that is not included in the scope of the solicitation that you think will enhance and add value to this contract for Region 14 ESC and all NCPA participating entities. Commitment to Public Sector Lenovo's commitment to the public sector runs deep. Currently, Lenovo is supporting public sector customers in every state in the United States, with more than 1,700 government solution contracts. Lenovo is on the U.S. General Services Administration (GSA) Multiple Award Schedule (MAS) and has been a tested and proven supplier to federal, state, and local agencies across the country. We have invested in dedicated account teams focused on federal, state, and local government as well as teams that specialize in K-12 education and higher education. In addition, we have created a dedicated center of excellence (COE)for contracts and procurement to ensure a smooth working relationship with our public sector customers. Also, the COE team can help customers navigate national and state purchasing contracts, ensuring they remain compliant with local mandates. Lenovo's long history of delivering quality products has made us the world's#1 PC and tablet maker. We deliver unprecedented reliability and unbeatable mobility to over 900 state and local agencies across the US. Additionally, over 22 military and civilian federal agencies choose Lenovo to modernize their mission. Lenovo is a trusted provider to various federal agencies, including the Department of Defense, Department of Veterans Affairs, and the Department of Energy. We share your commitment to end-to-end security, as evidenced in our TAA-compliant products and supply chain. Additionally, we incorporate NIST and TCG standards as well as TPM 2.0 and secure BIOS firmware for peace of mind. The result is trustworthy technology to drive the most critical government agency functions. White Glove Services (Primarily for Education) Effortlessly migrate and integrate new Chromebooks PCs. Lenovo's "white glove" service comprises of planning, setup, and end-to-end management of custom rollouts and deployments, reducing cost and time to deploy. Pre-enrolled and activated in the Google console, new PCs integrate seamlessly into the organization's existing environment, right out of the box. A Lenovo Services project manager works with the customer and service delivery teams to develop a jointly agreed to schedule of services, which likely will include the following tasks. 1. Receive system units and stage the equipment in a climate-controlled warehouse. 2. Unbox all systems and thoroughly inspect for any physical damages or blemishes. 3. Identify any system issues or DOA devices to Lenovo and/or customer. 4. Update the Chrome OS to the latest version. 5. Enroll the Chrome OS devices into customer's Google Apps domain using an enrollment account that does not require admin privileges. 6. Perform wireless network configuration for customer's network. 7. Repackage all equipment and then deliver to the final customer location based on the required and established schedule. White glove services for Windows devices are also available upon request. Lenovo(United States) Inc.1 43 Page 468 Services to Solidify Security in our Supply Chain As the technology to serve remote workers is growing more sophisticated, so are the techniques to exploit it. Vulnerabilities in the supply chain can create opportunities for criminals to tamper with PCs, removing or replacing components and causing anything from device malfunctions to stolen or lost data. In this evolving threat landscape, Lenovo has partnered with Intel to provide Trusted Device Setup Services and Transparent Supply Chain Services to keep customers protected by sealing software at the point of manufacturing and bringing Lenovo security into the transport and delivery cycle. The Transparent Supply Chain Service expands device protection into transport and delivery, minimizing the risk of PC tampering throughout the supply chain. The Trusted Device Setup Service minimizes the risk of preload tampering (in transport or at the partner site). Trusted Device Setup takes place in the factory, whereas Transparent Supply Chain encompasses transportation. Together, these two services create a secure chain of ownership, enabling security from manufacturing through delivery. Sustainability Services All Around Lenovo strives to not only make great products but also offer services related to those products that make our customers' decisions easier and better for the community. End-of-life services such as Asset Recovery Services give customers the peace of mind that their devices are recycled properly with certified data wiped drives and the ability to reclaim any residual value the device may hold. Along with our sustainability approach, we also offer CO2 Offset Services that will cover emissions not only during the manufacturing of the device but throughout the life of the device as well. Lenovo Whiteboard Sessions Lenovo works with customers to coordinate a whiteboard session led by a Lenovo Services technical specialist with the support of Lenovo's Transition Services Team and the Image Technology Center. The session is designed to dive deep into a customer's current PC lifecycle process with a full, end-to- end review of internal process flows and associated challenges, gaps, and goals. The intent of the deep-dive session is to understand an individual organization's business objectives and how those impact future deployment solution needs. Lenovo's whiteboard session summary provides a recommended future PC deployment solution based on an organization's unique capabilities and infrastructure, along with Lenovo's innovative configuration services, automation and cloud capabilities, and industry best practices. The Lenovo Services team documents a customer's current and recommends future process workflows along with the benefits. A whiteboard session allows different parts of a customer's organization to collaborate, learn about best practice solutions other customers are using, and discuss how those best practices can be used to create efficiencies in their own process. Creating and documenting this process reduces costs across the deployment, including an 80% reduction in deployment time, and transitions the customer to a user self-serve deployment process allowing their team to focus on other projects. After the session, Lenovo will provide a customized solution report that maps out the organization's current imaging processes and deployment workflow, and also recommends deployment services to support an improved, highly efficient workflow leveraging automation with associated cost assumptions. ThinkShield Security ThinkShield is a custom solution that secures an organization's most critical data and business technologies with comprehensive, end-to-end protection. From the moment we envision a new platform, we incorporate a security-by-design approach into the R&D process that extends to our supply chain to deliver on our vision of platform security. Lenovo ThinkShield solutions seamlessly integrate with our industry-leading Lenovo devices to improve user experience and operational efficacy while helping to minimize overall IT cost. With the rapid digital Lenovo(United States) Inc.1 44 Page 469 transformation of the workplace, ThinkShield keeps customers protected from the evolving threat landscape with advanced, next-gen security capabilities so that your risks and response times are reduced. Our holistic approach to security starts with our platform security. Built-in ThinkShield security solutions come standard on Lenovo's industry-leading Think-branded devices. These include such features as our self-healing bios or the Trusted Supplier program, a rigorous vetting process to ensure every supplier meets the highest standards of trust. Access to Testing and Demo Equipment Upon request, Lenovo will provide demo equipment for testing purposes that meet the needs of the organization. Also, Lenovo offers customers the opportunity to buy the demo equipment or return it to Lenovo when testing is complete. Lenovo(United States) Inc.1 45 Page 470 Tab 9 - Required Documents Federal Funds Certifications The following clauses are deemed by Lenovo to not be applicable: • (D) Davis-Bacon Act, as amended(40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of$2,000 awarded by non-Federal entities must include a provision for compliance with the Davis-Bacon Act(40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction'). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland'Anti-Kickback"Act(40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. • Pursuant to Federal Rule (D) above, when a Participating Agency expends federal funds during the term of an award for all contracts and subgrants for construction or repair, offeror will be in compliance with all applicable Davis-Bacon Act provisions •Any Participating Agency will include any current and applicable prevailing wage determination in each issued solicitation and provide Offeror with any required documentation and/or forms that must be completed by Offeror to remain in compliance the applicable Davis-Bacon Act provisions. • (E) Contract Work Hours and Safety Standards Act(40 U.S.C. 3701-3708). Where applicable, all contracts awarded by the non-Federal entity in excess of$100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. • Pursuant to Federal Rule (E) above, when a Participating Agency expends federal funds, offeror certifies that offeror will be in compliance with all applicable provisions of Lenovo(United States) Inc.1 46 Page 471 the Contract Work Hours and Safety Standards Act during the term of an award for all contracts by Participating Agency resulting from this procurement process. • (F) Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of"funding agreement"under 37 CFR§401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement,"the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,"and any implementing regulations issued by the awarding agency. • Pursuant to Federal Rule (F) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term of an award for all contracts by Participating Agency resulting from this procurement process, the offeror agrees to comply with all applicable requirements as referenced in Federal Rule (F) above Lenovo takes exception to the following certification as Lenovo does not provide a blanket compliance statement as it relates to this provision. Requests to expressly state compliance with this provision shall be considered on a case-by-case basis. • CERTIFICATION OF COMPLIANCE WITH BUYAMERICA PROVISIONS To the extent purchases are made with Federal Highway Administration, Federal Railroad Administration, or Federal Transit Administration funds, offeror certifies that its products comply with all applicable provisions of the Buy America Act and agrees to provide such certification or applicable waiver with respect to specific products to any Participating Agency upon request. Participating Agencies will clearly identify whether Buy America Provisions apply in any issued solicitation. Purchases made in accordance with the Buy America Act must still follow the applicable procurement rules calling for free and open competition. Clean Air and Water Act& Debarment Notice To the best of our knowledge and belief, Lenovo concurs. Contractors Requirements Lenovo concurs. Required Clauses for Federal Assistance by FTA The entire"Require Clauses for Federal Assistance Provided by FTA" section is deemed by Lenovo to not be applicable. Federal Required Signatures Please refer to page 48 for Lenovo's completed Federal Required Signatures form. Antitrust Certification Statements Texas Government Code �2155.00E Please refer to page 49 for Lenovo's completed Antitrust Certification Statements Texas Government Code form. State Notice Addendum Lenovo concurs. Lenovo(United States)Inc.1 47 Page 472 Federal Required Signatures Offeror certifies compliance with all provisions, laws, acts, regulations, etc. as specifically noted in the pages above.*It is further acknowledged that offeror agrees to comply with all federal, state, and local laws, rules, regulations and ordinances as applicable. *Note: Lenovo certifies compliance with all provisions, laws, acts, regulations, etc. as specifically noted in the pages above with the exceptions noted regarding clauses that do not apply to Lenovo and the Lenovo statement pertaining to the Buy America Provisions. Lenovo (United States) Inc. Offeror 8001 Development Drive Address Morrisville, NC 27560 City State Zip —tOF� Authorized Signature November 17, 2022 Date Lenovo(United States) Inc. 48 Page 473 Antitrust Certification Statements Texas Government Code § 2155.005 I affirm under penalty of perjury of the laws of the State of Texas that: (1) 1 am duly authorized to execute this contract on my own behalf or on behalf of the company, corporation, firm, partnership or individual(Company) listed below; (2) In connection with this bid, neither I nor any representative of the Company has violated any provision of the Texas Free Enterprise and Antitrust Act, Tex. Bus. & Comm. Code Chapter 15; (3) In connection with this bid, neither I nor any representative of the Company has violated any federal antitrust law;and (4) Neither I nor any representative of the Company has directly or indirectly communicated any of the contents of this bid to a competitor of the Company or any other company, corporation, firm, partnership or individual engaged in the same line of business as the Company. Lenovo (United States) Inc. Company Name 8001 Development Drive Address Morrisville, NC 27560 City State Zip 855-253-6686 Telephone Number n/a Fax Number destridge(o)lenovo.com Email Address Darren Estridge Printed Name Executive Director Title Authorized Signature Lenovo (United States) Inc. 49 Page 474 Appendix A: Lenovo Customer Agreement This appendix includes a copy of the Lenovo Customer Agreement as referenced in our responses within Tab 1 and Tab 2. Lenovo(United States) Inc.1 50 Page 475 O= Lenovo Customer Agreement "Personal Computer" Parties This Lenovo Customer Agreement(this"Agreement')is made by and between: 1. National Cooperative Purchasing Alliance("Customer")with an office at PO Box 701273, Houston,TX 77270, and 2. Lenovo (United States) Inc. ("Lenovo")with an office at 8001 Development Dr., Morrisville, NC 27560. Customer and Lenovo may be referred to collectively as the`Parties"and each individually as a"Party". Agreement Structure The following documents are incorporated into and form part of this Agreement: Attachment A: General Terms Attachment B: Pricing, Products, Services Descriptions and Contact Details Attachment C: Warranty Service Information ("Personal Computer") This Agreement applies to all Products and Services ordered by Customer in accordance with its terms and conditions. Each Party accepts the terms of this Agreement by signing either by hand or, where permitted by law, electronically. Any reproduction of this Agreement,an Attachment or a Transaction Document made by reliable means, such as PDF using email, shall be considered an original. The Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.After signing, please return a copy of this Agreement to the Lenovo address shown above. Accepted and agreed for and on behalf of: Accepted and agreed for and on behalf of: National Cooperative Purchasing Alliance Lenovo(United States), Inc. by: by: Authorized signature Authorized signature Signatory Name: Signatory Name: (type or print) (type or print) Signatory Title: Signatory Title: Signature Date: Signature Date: COE-00003-01 Lenovo Customer Agreement Signature Page- Page 1 of 1 04.2022 Lenovo Confidential Page 476 Lenovo Customer Agreement ATTACHMENT A General Terms 1 Definitions In this Agreement, in addition to the various terms defined elsewhere in this Agreement, the following terms shall be interpreted as follows: 1.1 "Affiliate" means,with respect to any party, any entity that, during the Term, directly or indirectly controls, is controlled by, or is under common control with such party. For purposes of this definition, "controls" "controlled by," and "under common control with" mean (i) the ownership, direct or indirect, of(a) more than fifty percent (>50%) of the shares of stock entitled to vote for the election of directors, in the case of a corporation, or (b) more than fifty percent (>50%) or such other controlling interest (as determined by applicable law) in the equity interests of any other type of legal entity (whether in the form of stock or otherwise), or (ii) status as a general partner in any partnership, or any other arrangement whereby a party controls or has the right to control the board of directors or equivalent governing body of a corporation or other entity. 1.2 "Enterprise" means a Party, and any entity that is controlled by, controls, or is under common control or ownership with such Party, including its sister companies, parent,Affiliates or subsidiaries. 1.3 "Hardware Product" means a physical programmable electronic Lenovo-branded or Third Party-branded device designed to process data and perform logic operations,as well as any related device and may include, without limitation, a personal computer, a server,a storage device,and any related accessory and device. 1.4 "Lenovo Partners" means Lenovo and its Affiliates, and their subcontractors, assignees, relevant service providers, distributors and resellers. 1.5 "Machine" means a Lenovo-branded Hardware Product(to be identified by a "Machine Type"), as well as its features, conversions or upgrades. 1.6 "Machine Code" means all code provided for a Machine (including, without limitation, a Machine's firmware and microcode), excluding code that is licensed under a license agreement other than the terms of this Agreement governing the use of Machine Code.The term "Machine Code"specifically includes any whole or partial copy of Machine Code, and any fix, patch, or replacement provided for Machine Code. The licensing of Machine Code is described in Section 8"Licenses for Machine Code"of this AttachmentA "General Terms" below. 1.7 "Materials" means literary works or other works of authorship, such as Programs and code, documentation, reports, and similar works that Lenovo may deliver to Customer as part of a Service, but excluding Programs, Machine Code, and other items available under their own license terms or agreements. 1.8 "Price"means, as applicable,the price payable for a Product or the charge payable for a Service. 1.9 "Product"means any Hardware Product or Program that Lenovo makes available for purchase by Customer under this Agreement. 1.10 "Program" means any Lenovo-branded or Third Party software,whether in object code or source code form, and whether pre-loaded or provided separately, which is licensed to Customer under a separate license agreement. The term "Program" also includes related licensed materials, such as documentation, but always excludes Machine Code. 1.11 "Service" means the performance of a task, the provision of advice or assistance, or access to a resource such as an information data base that Lenovo makes available to Customer under this Agreement. Unless otherwise agreed hereafter, terms and conditions relating to additional Services other than any warranty services shall be agreed subsequently and set forth in a separate Transaction Document. 1.12 "Third Party" means any legal entity or individual person which or who is not subject to the terms and conditions of this Agreement, and hence neither a Party nor an Affiliate of a Party. COE-00003-01 Lenovo Customer Agreement Attachment A- Page 1 of 11 04.2022 Lenovo Confidential Page 477 Lenovo Customer Agreement 1.13 "Transaction Document" means, strictly subject to Section 18.2 of this Attachment A "General Terms", a separate subsequent document accepted by the Parties referencing this Agreement and which contains specific details and terms related to an individual transaction, such as a purchase order, service transaction, statement of work,supplement, product catalog,schedule,invoice,exhibit,change authorization,amendment or addendum and any applicable annex.One or more Transaction Documents may be associated with a single transaction. Each transaction under this Agreement constitutes a separate agreement, and is independent from other such transactions. 2 Orders,Acceptance and Delivery 2.1 Customer may place one or more orders, subject to acceptance by Lenovo, for any of the Products and Services agreed between the Parties under this Agreement,in particular as agreed in a Transaction Document or in an Attachment. Unless agreed otherwise, Customer accepts the terms in Transaction Documents by: (i) signing the relevant Transaction Document,by hand,or electronically or otherwise manifesting assent thereto; (ii) using the Product or Service, or allowing others to do so; or (iii) making any payment for a Product or Service. 2.2 Unless agreed otherwise by Lenovo, acceptance by Lenovo of any such order shall be subject to: (i)proof of Customer's creditworthiness satisfactory to Lenovo;or(ii)Lenovo's receipt of a payment guarantee from either Customer or another acceptable guarantor, in a form acceptable to Lenovo. 2.3 A Product or Service becomes subject to this Agreement when Lenovo accepts Customer's order by: (i) signing a Transaction Document; (ii)sending Customer written acceptance of the order or billing Customer for the same; (iii) shipping the Product; or(iv) otherwise making the Product or Service available to Customer. Confirmation of Lenovo's receipt of a Customer order does not constitute Lenovo's acceptance of that Customer order. 2.4 Any Transaction Document will require written signature of both Parties, if requested by either Party. 2.5 Delivery dates and shipping dates are estimates, unless otherwise specifically agreed by Lenovo in a Transaction Document. 2.6 For any Program that Lenovo provides to Customer in tangible form, Lenovo fulfils its shipping and delivery obligations upon the delivery of the Program to the Lenovo-designated carrier, unless otherwise agreed to in writing by Customer and Lenovo. 3 Prices, Payment and Taxes 3.1 Prices and related costs for Products and Services shall be as set forth in Attachment 8 `Pricing, Products, Services Descriptions and Contact Details",or as otherwise agreed by the Parties in a Transaction Document. No other discounts, quantity entitlements, or promotions apply unless expressly agreed in writing by Lenovo. 3.2 If not paid in advance of shipment or performance, all amounts due to Lenovo on Services and Products are due upon receipt and not later than thirty (30) days of Lenovo's invoice issuance date. Any amounts not received by Lenovo within thirty(30)days of the invoice's issuance date shall be overdue.In the event payment is not received by Lenovo on or before the 30th day after the date of the invoice,then Lenovo may, in addition to any other remedies available at equity or in law, at its option, elect to do any one or more of the following: (i)charge interest on the outstanding sum from the due date(both before and after any judgment)at 1.5%per month until paid in full (or, if less,the maximum amount permitted by applicable laws); (ii)suspend any further performance hereunder until such invoice is paid in full; (iii) terminate this Agreement; and/or sell any undelivered Products in the open market, in which event, Customer agrees to: (a)be liable for any difference between the resale price obtained by Lenovo and the price thereof,as well as for costs and expenses incurred by Lenovo in connection with such resale, and interest as provided herein; and (b) immediately pay such difference to Lenovo upon demand. If Customer fails to take delivery of any Product on any scheduled delivery date, Lenovo shall store such Product as Customer's agent,and Customer shall be invoiced on the 1 st day of each month following such scheduled delivery for reasonable administration and storage costs. Customer shall not have any right to offset any obligation of Lenovo to Customer against any obligation of Customer to Lenovo. COE-00003-01 Lenovo Customer Agreement Attachment A- Page 2 of 11 04.2022 Lenovo Confidential Page 478 Lenovo Customer Agreement 3.3 Each and every delivery of Products is separate, and Customer agrees not to withhold payment on any one delivery, including,without limitation,a partial delivery, because of a controversy relating to any other delivery or to any undelivered Products. In the event of delivery by installments, whether by prior agreement of the Parties or otherwise, delivery of one or more such installments shall not relieve Customer of its obligation to accept and pay for remaining installments. 3.4 Customer shall pay any applicable sales,use or similar taxes,fees or duties on Services and Products, unless Customer provides exemption documentation to Lenovo. Customer becomes responsible for taxes on (i) Hardware Products and Programs pre-loaded on Hardware Products from the date Lenovo has delivered them to the Lenovo-designated carrier for shipment to Customer, (ii) Programs from the date Lenovo has made them available or accessible to Customer,and (iii)Services from the date on which the Services are provided by Lenovo. Lenovo shall be solely responsible for paying all taxes on Lenovo's net or gross income. 4 Title and Risk 4.1 When Customer orders any Hardware Product, Lenovo transfers title to Customer upon delivery of the Hardware Product at the Lenovo-designated carrier for shipment to Customer. Lenovo does not transfer title to any Program,which Program is solely licensed in accordance with its applicable terms and not sold. 4.2 For each Hardware Product supplied by it,Lenovo bears the risk of loss or damage up to the time it is delivered to the Lenovo-designated carrier for shipment to Customer.At no cost to Customer, each Hardware Product supplied by Lenovo will be covered by insurance, arranged, managed and paid for by Lenovo or one of its Affiliates for Customer, covering the period until the Hardware Product is delivered to Customer. For the avoidance of doubt, pursuant to Attachment 8 "Pricing, Products, Services Descriptions and Contact Details" Lenovo will bear freight and duty charges incurred in importing Hardware Products and delivering them to Customer, unless otherwise specifically agreed by Lenovo in a Transaction Document. 5 Warranties 5.1 Warranties for Lenovo Hardware Products: Lenovo warrants that each Lenovo-branded Hardware Product supplied under this Agreement is free from defects in materials and workmanship under normal use during the applicable warranty period. Unless Lenovo specifies otherwise, Lenovo's warranties for any Lenovo Hardware Product apply only in the country where it was acquired. Unless otherwise specified in a Transaction Document, the warranty period shall commence on the invoice's issuance date. During the warranty period, Lenovo shall provide repair and exchange service for the Lenovo Hardware Product, without charge, under the type of warranty service designated by Lenovo for the Hardware Product. If a defect in materials or workmanship is discovered during the warranty period and Lenovo is unable either: (i) to repair the Lenovo Hardware Product; or(ii)to replace it with one that is at least functionally equivalent, Customer may return the Lenovo Hardware Product to Lenovo for a pro-rated refund. Lenovo may change components or parts of a Lenovo Hardware Product without notice, provided that the substituted components or parts provide equal or better performance. Any such change shall be at no additional cost to Customer, and will not change Customer's rights under the warranty applicable to the Lenovo Hardware Product. 5.2 Warranty for Third Party Hardware Products: Lenovo offers no warranty in respect of Third Party Products under this Agreement.Where the supplier or producer of any Third Party Product offers its own warranty, and to the extent that Lenovo is free to do so, Lenovo will upon request endeavor to transfer associated warranty service and other rights to Customer, subject always to the applicable Third Party's terms and conditions. 5.3 Warranty for Services: Lenovo warrants that it will perform each Service using reasonable care and skill and according to its current description,including any completion criteria,contained in this Agreement or a relevant Attachment or Transaction Document. Customer shall provide timely written notice to Lenovo of any failure to comply with this warranty not later than thirty(30)days after completion of the Service at issue identifying the failure with reasonable particularity, in order that Lenovo may take corrective action as specified in the following sentence. Lenovo will either correct the failure or provide a credit of the charges paid to Lenovo for the defective portion of the Services. Such corrective action shall be Customer's sole remedy for a breach of this Section 5.3"Warranty for Services". 5.4 Warranty for Programs: Lenovo does not offer any warranty in respect of Programs under this Agreement. See Section 6 "Programs" of this Attachment A "General Terms" for where to locate warranty terms for Programs, if any. COE-00003-01 Lenovo Customer Agreement Attachment A- Page 3 of 11 04.2022 Lenovo Confidential Page 479 Lenovo Customer Agreement 5.5 Specific Exclusions: The warranties in this Section 5"Warranties"are made to and for the benefit solely of the specific buyer under this Agreement and are non-transferable. The warranties stated in this Section 5 "Warranties"shall not apply to any Lenovo Hardware Product: (i) that: (a) has been subjected to misuse, accident, unauthorized modification, improper installation, damage or mishandling, or rendered inoperable due to willful or negligent acts or omissions; (b) has been operated in an unsuitable physical or operating environment or contrary to the applicable documentation published by Lenovo; (c) has been subjected to natural disasters, power surges or discharge,or unauthorized maintenance;or(d)is incapable of being tested by Lenovo under its normal test conditions; or (ii) that is sold for beta, evaluation, testing or demonstration purposes. Lenovo shall not be liable under this Section 5"Warranties"for claims arising from Customer's, its Affiliates' or their subcontractors', or any unauthorized Third Party's misuse, neglect, improper installation or testing, attempts to repair, or any other cause beyond the range of the intended use of the Lenovo Hardware Product. The Lenovo Hardware Product warranty will become void if a Hardware Product component is installed as an add-on to or replacement for the original Lenovo Hardware Product, without Lenovo's prior written approval. Unless otherwise agreed or mandated by statute,such warranties shall not apply to: (1)any Third Party Hardware Product, including those that Lenovo may provide or integrate into a Lenovo Hardware Product at Customer's request; or (2) any Program, whether provided with a Lenovo Hardware Product or installed subsequently. The warranties stated in this Section 5 "Warranties" also: (x) do not include any technical support,such as assistance with"how-to"questions and those regarding Lenovo Hardware Product set-up and installation;and (y)shall be voided by the removal or alteration of identification labels on a Lenovo Hardware Product or its parts. In no event shall the warranties stated in this Section 5"Warranties"include any Lenovo responsibility for: (A)uninterrupted or error-free operation of any Product; (B)correction of any or all program or Program code defects; or(C)any loss of, or damage to, data caused by a Product. 5.6 General Exclusions:TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,THE WARRANTIES SET FORTH UNDER THIS SECTION 5 "WARRANTIES"ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR SATISFACTORY QUALITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, WHICH LENOVO HEREBY EXPRESSLY DISCLAIMS. UNLESS OTHERWISE EXPRESSLY SPECIFIED, ALL SOFTWARE, MACHINE CODE, PROGRAMS, SERVICES, SUPPORT AND ALL THIRD PARTY PRODUCTS AND SERVICES ARE PROVIDED "AS IS", WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND,AND LENOVO MAKES NO WARRANTY THAT ANY PRODUCT WILL OPERATE ON AN UNINTERRUPTED OR ERROR-FREE BASIS. THIRD PARTY MANUFACTURERS,SUPPLIERS, DEVELOPERS,SERVICE PROVIDERS, LICENSORS OR PUBLISHERS MAY SEPARATELY PROVIDE THEIR OWN WARRANTIES TO CUSTOMER. 6 Programs Unless otherwise agreed in this Agreement, all terms and conditions for any Program purchased under this Agreement, whether Lenovo or Third Party branded, including but not limited to warranty terms, liability and the use of such Program will solely be governed by its own specific Lenovo or Third Party license terms, as separately provided to or agreed by Customer, as the case may be, before its actual use. In case, but to the extent only,of any conflict between any of the terms and conditions of this Agreement and those of the license agreement for any such Program, the latter will prevail solely as regards the Program. 7 Specified Image 7.1 The Parties may agree that Lenovo will install a specific "system image" consisting of a specified set of Customer-selected Programs and modules (a"Specified Image") requested and provided by Customer onto a Lenovo Hardware Product supplied under this Agreement. 7.2 Unless specifically agreed otherwise in writing: (a) Lenovo will act as Customer's agent when installing Specified Images; (b) Lenovo's warranty and other Hardware Product-related obligations, including without limitation regarding technical performance, interoperability and Third Party rights compliance, shall be limited to Lenovo Hardware Products in their unmodified state;and(c)Lenovo shall only be liable to provide Hardware Product warranty service to Customer for any Lenovo Hardware Product on which a Specified Image is installed to the extent that the fault reported by Customer can be recreated on the Hardware Product in its standard, unmodified state. Any faults should be reported to Lenovo in writing by Customer not later than ninety (90) days following delivery of the Lenovo Hardware Product to Lenovo's designated carrier, or the faults will be considered waived. COE-00003-01 Lenovo Customer Agreement Attachment A- Page 4 of 11 04.2022 Lenovo Confidential Page 480 Lenovo Customer Agreement 8 Licenses for Machine Code Customer acknowledges that each Machine contains Machine Code. Regardless of the source from which Customer acquires a Machine, the Machine Code shall be subject to the terms of the license agreement included with the relevant Machine. Customer's use of Machine Code on a Machine is governed by the terms of the applicable Lenovo License Agreement which is available on or through Lenovo's support website at https://supl)ort.lenovo.com/, or otherwise will be provided upon request. 9 Confidentiality 9.1 Any non-public information which is received under this Agreement by one Party from the other and which is clearly marked as"confidential" ("Confidential Information")shall be(i)maintained in confidence during the term of this Agreement and for two (2) years following termination or expiration of this Agreement (or, if it is Confidential Information additionally marked as and comprising a "trade secret,"for so long as it remains a trade secret under applicable law),(ii)used only for the purpose of fulfilment of the receiving Party's obligations under this Agreement,and(iii)protected during such periods against unauthorized disclosure by the receiving Party, except for the following permitted disclosures: (a) disclosure to the receiving Party's Affiliates, employees and contractors with a business "need to know"for the exercise of the receiving Party's rights or fulfilment of its obligations under this Agreement, provided that such further recipients are also obligated by the receiving Party to protect the Confidential Information to the same extent as the receiving Party under this Section 9"Confidentiality"and(b)disclosure with the prior written consent of the disclosing Party. Further,the receiving Party is permitted to disclose any protected Confidential Information of the disclosing Party, to the extent required by law, on condition that in any such case the receiving Party promptly notifies the discloser (to the extent not prohibited by applicable law),to allow the disclosing Party a reasonable opportunity to seek a protective order.Confidential Information is provided with no warranty,and without liability as to its accuracy or completeness. Confidential Information disclosed to a third party, notwithstanding a valid consent provided under this Agreement or in the event of an unauthorized disclosure, remains Confidential Information under this Section 9 "Confidentiality".The terms of this Agreement are the Confidential Information of Lenovo. 9.2 Information shall not be considered "Confidential Information" under this Section 9 "Confidentiality", and the receiving Party is free to disclose it, if: (i) the information was already in the recipient's possession without obligation of confidentiality at the time of its receipt from the receiving Party; (ii) the information was independently developed by the receiving Party without use of the Confidential Information of the disclosing Party; (iii)the information was obtained from a third party without obligation of confidentiality to the disclosing Party; (iv) the information was or becomes publicly available through no breach of this Agreement by the receiving Party or its Affiliates, employees and contractors; or(v)the disclosing Party reveals the information to a third party without imposing an obligation of confidentiality on the third party. 9.3 The terms of this Section 9 "Confidentiality"supersede and replace the terms of any confidentiality or non- disclosure agreement entered into by and between the Parties prior to the Effective Date(an"NDA"), provided however that any such NDA shall remain effective in accordance with its terms with respect to any confidential information disclosed under it by the Parties prior to the Effective Date. 10 Personal Information 10.1 Lenovo will collect, access, retain and, as appropriate, share (collectively"Process")the names and contact information of Customer, as well as machine types and serial numbers of the Products sold to Customer (collectively "Personal Information"). This Personal Information will be Processed by Lenovo in order to perform the obligations of this Agreement, including contractual warranties. 10.2 Lenovo will Process Personal Information of Customer consistent with its general website and product privacy statements available at https://www.lenovo.com/us/en/privacy/ and/or, as applicable, privacy statements designed for a specific Lenovo Product or Service. 10.3 To perform its obligations pursuant to this Agreement in relation to the Products and Services, Lenovo may transfer Personal Information (i) from any country to any other country in the world where Lenovo and its Enterprise operate,and (ii)to Lenovo's Enterprise and Lenovo Service Providers acting on Lenovo's behalf in relation to this Agreement and/or the Products or Services. COE-00003-01 Lenovo Customer Agreement Attachment A- Page 5 of 11 04.2022 Lenovo Confidential Page 481 Lenovo Customer Agreement 10.4 Lenovo and Customer will comply with all data privacy or data protection laws applicable to their Processing of Personal Information pursuant to this Agreement. 10.5 Lenovo and Customer will have appropriate technical and organizational security measures in place to protect Personal Information from unauthorized access, use, or release. 10.6 If Customer accesses any Personal Information directly from a Lenovo order visibility platform or other data system,Customer(i)shall have in place appropriate administrative,physical,and technical controls to address threats to the confidentiality and security of Lenovo's platform or data system and associated information and (ii) shall not transfer across international borders any Personal Information it receives from Lenovo without Lenovo's express prior written consent. 10.7 Lenovo and Customer agree to cooperate as needed to address any actual or suspected Personal Information incident that may occur within the scope of this Agreement,including actual or suspected breaches of Personal Information,and to take any necessary steps to investigate,address,remediate and/or mitigate such incidents. 10.8 Furthermore, Lenovo and Customer agree to appropriately respond to any individual's requests to review, correct, amend or delete his or her Personal Information Processed within the scope of this Agreement. 11 Additional Customer Responsibilities 11.1 As may be reasonably required by Lenovo, Customer shall provide Lenovo with sufficient and safe access (including remote access authorized by Customer)to Customer's facilities, systems, information, personnel, and resources, all at no charge to Lenovo. Lenovo shall not be responsible for any delay in performing or failure to perform caused by Customer's delay in providing such access or performing other Customer responsibilities under this Agreement. 11.2 If Customer is making any facilities, software, hardware or other resources available to Lenovo in connection with this Agreement: (i) Customer shall obtain any Third Party approvals, consents, licenses or permissions related to these resources that may be necessary for Lenovo, or its Affiliates, and/or Lenovo Partners to perform the Services; (ii) Lenovo shall be relieved of any obligation that is adversely affected by Customer's failure promptly to obtain any of the foregoing; and (iii) Customer shall reimburse Lenovo for any costs and other amounts that Lenovo may incur related to Customer's failure to obtain any of the foregoing. 11.3 Customer will at all times remain responsible for: (i) the implementation and management of its own data backup and recovery arrangements for any data stored on Customer's Hardware Products. 11.4 Unless otherwise agreed in an Attachment or a Transaction Document, Customer is responsible for: (i) any data, and the content of any database stored on the Hardware Products or that it makes available to Lenovo in connection with this Agreement; and (ii) the selection and implementation of procedures and controls regarding access to its data,and the security,encryption, protection from unauthorized use,and transmission of data. Lenovo's responsibilities regarding any such data or database, including any obligations related to data subjects'rights or the confidentiality and security of the data,will be governed by the specific Transaction Document applicable to the particular Service transactions, which are subject to the provision of Section 17 "Limitation of Liability"of this Attachment A "General Terms"and other terms and conditions of this Agreement. 12 Returns If for any reason,whether based on applicable law or on a specific contractual provision under this Agreement, Customer is entitled to return a Hardware Product to Lenovo, Customer is responsible, before returning the Hardware Product for: (i) resetting the system to its original factory settings as provided by Lenovo to Customer; (ii) ensuring that such Hardware Product is entirely free of any Customer or Third Party security interest or deposit; and (iii)securely erasing any Customer or Third Party personal and other data stored on the Hardware Product.If Customer fails to do so,Lenovo shall be entitled to erase all such stored data.Lenovo is not responsible to maintain any program or other data stored in or on any returned Hardware Product and shall not be liable for any such data. Lenovo may operate disposal procedures according to Lenovo defined processes and in accordance with applicable laws. In any event, Customer shall not return any Hardware Products to Lenovo unless Customer has obtained a returned goods authorization from Lenovo for the applicable Hardware Products, and otherwise complies with the return policy of Lenovo then in effect. COE-00003-01 Lenovo Customer Agreement Attachment A- Page 6 of 11 04.2022 Lenovo Confidential Page 482 Lenovo Customer Agreement Customer may return a new, standard Product that is still in its sealed, unopened package,to Lenovo for any reason within twenty-one (21)days of the date of invoice for a refund or credit. Customers may only return the entire Product or all such Products for a refund or credit. Partial refunds or credits for Products that are not standard; or Products configured to Customer's requirements, including installation of software Product options; or quantities of Products that are not separately priced, are not available to Customers. In order to receive a credit or refund, Customer must contact its Lenovo Customer Support Representative to obtain a return-authorization form. Customer must return the new Product, including all documentation and accessories, intact and in its unopened original packaging to the location and by the date specified by Lenovo. A copy of the invoice, the return-authorization form, and the shipping label must accompany the returned Product. Shipping and handling charges will not be refunded or credited to Customer. Products returned without a Lenovo return-authorization form, or returned after the date specified by Lenovo, may be subject to a restocking fee in the amount of fifteen percent(15%)of the price paid. Customer agrees to pay the restocking fee if charged by Lenovo. A refund or credit is not available for the return of Products which are not generally available to customers and for which Lenovo created a unique machine type model (MTM)or a part number. Returns of Products shipped as a result of a Lenovo error will be accepted by Lenovo. Lenovo will initiate a return of such Products with appropriate documentation at no charge to Customer if Lenovo is notified of the error within twenty one (21)days of the date of the invoice. If Customer acquired a software Product separate from a hardware Product, and paid a software license fee, but does not agree to the terms of the license, Customer may return the software Product within twenty one (21)days of the date of invoice and receive a refund or credit in the amount of the fee. 13 Export Regulations Any use, export, re-export, or transfer in-country, either directly or indirectly, of Products and technical data supplied by Lenovo under this Agreement is subject to applicable export laws and regulations, including without limitation those of the United States and the European Union.Customer is responsible for compliance with all applicable export laws and regulations when using, exporting, re-exporting, or transferring in-country, directly or indirectly, any such Product or technical data. Customer shall defend, indemnify and hold Lenovo and its Affiliates harmless from any claim,damage, liability or expense(including but not limited to reasonable attorneys'fees, costs of investigation, and costs of defense)arising out of or in connection with any violation of this Section 13 "Export Regulations". This Agreement shall immediately terminate in the event Customer is listed as a restricted party on any sanctions list including, but not limited to, the United Nations Sanctions List, United States Treasury Department's Office of Foreign Asset Control Specially Designated National List; and the United States Department of Commerce's Denied Parties List, Entity List, or Unverified List. Lenovo shall have no further obligations under this Agreement until Customer is no longer designated a restricted party. 14 Force Majeure Except for payment obligations, neither Party shall be liable to the other for any failure or delay in the performance of its obligations, to the extent such failure or delay is caused by: fire, flood, earthquakes, or other elements of nature; acts of war; terrorism, riots, strikes, labor stoppages, civil disorders, rebellions or revolutions;epidemics,communication line or power failures; governmental laws, court orders or regulations; or any other cause beyond its reasonable control. 15 Intellectual Property Rights 15.1 Lenovo and its suppliers retain ownership of all their pre-existing intellectual property as well as intellectual property rights that were developed outside of this Agreement and any modifications or enhancements of such intellectual property that may be made under this Agreement. To the extent they are embedded in any Materials, such intellectual property is licensed in accordance with their separate licenses provided to or agreed with Customer. 15.2 Lenovo and its suppliers shall own all intellectual property rights in Materials created as part of a Services transaction. Lenovo grants Customer an irrevocable, nonexclusive, worldwide, paid-up license to use, execute, reproduce, display, perform and distribute copies of these Materials only to Customer's Affiliates. COE-00003-01 Lenovo Customer Agreement Attachment A- Page 7 of 11 04.2022 Lenovo Confidential Page 483 Lenovo Customer Agreement 15.3 Each Party agrees to reproduce the copyright notice and any other legend of ownership on any copies made under the licenses granted in this Section 15 'Intellectual Property Rights". 15.4 Each Party grants the other only the licenses and rights expressly specified in this Agreement. Unless agreed by the Parties in a separate license agreement, no other licenses or rights to Products (including licenses or rights under any patent,copyright,trademark or any other intellectual property right)are granted either directly, by implication, or otherwise by either Party. 15.5 The rights and licenses granted to Customer under this Agreement may be terminated by Lenovo if Customer fails to fulfil its applicable payment obligations. 15.6 Unless otherwise agreed, neither Party grants the other the right to use its or any of its Affiliates'trademarks, trade names, logos or other designations in any promotion or publication without prior written consent. 16 Intellectual Property Indemnification 16.1 If a Third Party files a lawsuit against Customer claiming that a Lenovo-branded Product infringes that party's patents or copyrights (hereinafter referred to as a "Claim") for the purposes of this Section 16 "Intellectual Property Indemnification", Lenovo will indemnify Customer against that Claim at Lenovo's expense. At Lenovo's option, Lenovo may also defend Customer against that Claim at Lenovo's expense. 16.2 Lenovo's obligations under this Section are conditioned on the following: (1) Customer promptly notifies Lenovo in writing of the Claim; (2) if Lenovo elects to defend, Lenovo will solely control the conduct of the defense and any settlement of the Claim and Customer must fully and timely cooperate with Lenovo and provide Lenovo with all reasonably requested authority,information and assistance in connection with defense of the Claim; and (3) Customer is and remains in compliance with the terms of this Agreement, including Customer's obligations under this Section 16 "Intellectual Property Indemnification". Lenovo will not be responsible for any costs, expenses or compromise incurred or made by Customer without Lenovo's prior written consent. 16.3 If such a Claim is made or appears likely to be made, and Customer maintains an inventory of Products, Customer shall permit Lenovo,in Lenovo's sole discretion,to:(1)enable Customer to continue to use and sell the Products; (2) modify the Products so that they are non-infringing; (3) replace the Products with non- infringing, functionally-equivalent products; or(4) provide a credit to Customer equal to the net book value of any Products that Customer promptly returns to Lenovo at its written request. 16.4 Lenovo shall have no obligation regarding any Claim based on: (1) anything Customer or a Third Party on Customer's behalf provides which is incorporated into, or combined with a Product; (2) modification of a Product by Customer or a Third Party on Customer's behalf;(3)the combination,operation,or use of a Product with any products not provided by Lenovo as a system,or the combination,operation,or use of a Product with any product, data, apparatus or business method that Lenovo did not provide; (4) Lenovo's compliance with Customer's specifications or requirements; or (5) infringement by a Third Party product alone and used by Customer, as opposed to its combination with Products; or(6)any standard essential patent((1)through (6) are collectively the "Customer Obligations"). Customer will defend and indemnify Lenovo for all costs and damages arising from infringement claims against Lenovo based upon the Customer Obligations provided that(a)Lenovo promptly notifies Customer in writing of such claim;(b)Customer will solely control the conduct of the defense and any settlement of such claim and Lenovo must fully and timely cooperate with Customer and provide Customer with all reasonably requested authority, information and assistance in connection with defense of the claim;and(c)no settlement of such claim shall be made without Lenovo's prior written consent if the settlement would result in a payment from Lenovo or in any ongoing obligation or restriction on Lenovo or a Product. 16.5 The foregoing is Lenovo's entire obligation to Customer, and Customer's exclusive remedy, regarding any Claim. 17 Limitation of Liability 17.1 Except as expressly stated in this Agreement, neither Enterprise shall be liable to the other Enterprise for any of the following even if informed of their possibility or foreseeable and whether the claim arises in contract,tort (including gross negligence where legally permissible), or otherwise: (1) third-party claims for damages; (2) COE-00003-01 Lenovo Customer Agreement Attachment A- Page 8 of 11 04.2022 Lenovo Confidential Page 484 Lenovo Customer Agreement loss of, or damage to, data; (3) special, incidental, indirect, punitive, exemplary or consequential damages; (4) loss of profits, business, revenue, goodwill or anticipated savings; (5) loss of use; or (6) wasted management time. 17.2 The maximum cumulative liability of either Enterprise to the other Enterprise for all actions arising out of or related to this Agreement and all orders issued hereunder, regardless of the form of the action or the theory of recovery, shall be limited to actual direct damages, not to exceed the total amount paid or payable by Customer and the Enterprise of which it is a part to Lenovo and the Enterprise of which it is a part for all orders issued under this Agreement. 17.3 The provisions of Sections 17.1 and 17.2 of this Attachment A "General Terms"shall also limit the liability of Lenovo, its subcontractors,suppliers and program developers, collectively,to Customer and the Enterprise of which it is a part. 17.4 The provisions of Sections 17.1 and 17.2 of this AttachmentA "General Terms"shall not apply to either Party's obligations under Sections 16"Intellectual Property Indemnification"of this Attachment A "General Terms". 17.5 The provisions of this Section 17 "Limitation of Liability"shall not apply to the extent prevented or restricted by mandatory applicable law (including without limitation in relation to fraud) that cannot be amended or excluded by contractual waiver. 18 Entire Agreement and Conflicts 18.1 This Agreement, including the Attachments described on the cover page, any Transaction Documents hereunder, and any other referenced terms and conditions incorporated herein form the entire Agreement of the Parties with respect to the subject-matter of this Agreement, and together replace any prior or contemporaneous agreements, understandings, communications, representations, undertakings,warranties, promises, covenants, and commitments, whether oral or written, between the Parties regarding the subject- matter of this Agreement. 18.2 Unless otherwise agreed herein or otherwise, additional or different terms, Product descriptions, statements of work or similar Transaction Documents shall only become part of this Agreement if agreed in a signed written document executed by the Parties, in particular where the provisions of this Agreement are incorporated or referenced.Additional or different terms in any other written communication without the written consent of Lenovo,such as on a purchase order,are void. 18.3 In the event, but only to the extent, of any conflict between the provisions of this Agreement, and those of any of its Attachments or any other document incorporated into this Agreement,the following order of precedence shall apply: (1) any subsequent Transaction Document created under, and referring to,this Agreement shall prevail as to the specific Products or Services referenced therein; provided that, to the extent there is any conflict among Transaction Documents, the most recently executed Transaction Document will prevail over any other previously executed Transaction Documents; (2) any Attachment to this Agreement; (3) these General Terms. 19 Term and Termination 19.1 The term of this Agreement shall begin on xx/xx/xxxx Date and continue for three (3) years with option to renew for up to five(5)additional one-year terms or any combination of time equally not more than 5 years if agreed to by Region 14 ESC and the vendor. 19.2 Either Party may terminate this Agreement early without cause upon thirty(30)days' prior written notice to the other Party. Either Party may terminate this Agreement early if the other Party, materially breaches the terms of this Agreement; provided the Party alleged not to be in compliance is given written notice of the non- compliance and not less than thirty(30)days to cure,except in the event of a non-payment in which case only COE-00003-01 Lenovo Customer Agreement Attachment A- Page 9 of 11 04.2022 Lenovo Confidential Page 485 Lenovo Customer Agreement ten (10) days to cure shall be required. Any transaction validly initiated under this Agreement shall remain governed by the terms and conditions of this Agreement until completion, notwithstanding any early termination of this Agreement, unless otherwise agreed by the Parties in writing. 19.3 Any terms of this Agreement which expressly or by their nature survive the expiration or termination of this Agreement, including but not limited to Section 15 "Intellectual Property Rights"and Section 17"Limitation of Liability"of this Attachment A "General Terms", shall survive the expiration or termination of this Agreement. 20 Assignment Neither Party may assign this Agreement, in whole or in part, without the prior written consent of the other Party. Neither Party shall unreasonably withhold, condition or delay such consent. The assignment of this Agreement, in whole or in part by either Party to any of its Affiliates, or to a successor organization by merger or acquisition,does not require the consent of the other Party unless the proposed assignee of Customer is a competitor of Lenovo. Lenovo may assign its rights to receive payments under this Agreement without Customer's consent. 21 Governing Law and Venue This Agreement and all orders issued hereunder will be governed under the laws of the State of New York, without regard to its conflict of law principles. Neither party may bring an action arising out of or related to this Agreement more than two(2)years after the cause of action arose. 22 Miscellaneous 22.1 The Parties shall endeavor in good faith to amicably resolve any dispute arising out of or in connection with this Agreement and will cooperate to escalate any disputes to their management teams, as appropriate. 22.2 Customer may not bring an action arising out of or related to this Agreement more than one(1)year after the cause of action arose. The rights and obligations of each Party are valid only in the jurisdiction in which the transaction is performed or, if Lenovo agrees, where the Product is placed in productive use, except that all licenses are valid as specifically granted. Nothing in this Agreement affects any statutory rights of consumers that cannot be waived or limited by contract. 22.3 Unless otherwise agreed in writing in advance by Lenovo under a Transaction Document, Products are sold under this Agreement for Customer's own use and not for onward resale, lease or rental, other than to an Affiliate of Customer. If Customer sells, leases or rents Products or Services purchased from Lenovo in competition with Lenovo resellers, Lenovo may terminate this Agreement and any open transactions hereunder with immediate effect and discontinue further sales to Customer. 22.4 Notices and other written communications are to be sent to the physical,e-mail or facsimile address specified in an applicable Attachment or Transaction Document. Electronic mail can be used to send and receive communications in connection with this Agreement. All such communications shall be considered a signed writing.An identification code or"user ID"contained in an electronic document shall be sufficient to verify the sender's identity and the document's authenticity. 22.5 The Parties are independent contractors. Neither this Agreement nor any transaction hereunder shall create the relationships of principal and agent, joint venturers, partners, or employer or employee as between Customer and Lenovo or their respective Affiliates. 22.6 Each Party shall assign personnel that are reasonably qualified to perform the tasks required of it under this Agreement, and shall be solely responsible for the supervision, direction, control, and compensation of its personnel. Subject to the foregoing, the Parties and their relevant Affiliates may in their sole discretion determine the assignment of their personnel and contractors. Lenovo may delegate any of its rights and obligations under this Agreement to an Affiliate. Lenovo may engage subcontractors to perform this Agreement; provided that Lenovo shall be responsible for the performance of Services under this Agreement by its subcontractors. COE-00003-01 Lenovo Customer Agreement Attachment A- Page 10 of 11 04.2022 Lenovo Confidential Page 486 Lenovo Customer Agreement 22.7 Either Party may enter into similar agreements with others to develop,acquire,or provide competitive products and services. 22.8 No Third Party beneficiaries are intended to this Agreement.To the fullest extent permitted by applicable law: (i) no right or cause of action arises or is created, irrespective of whether in contract, tort, under the law or otherwise, in favor of any Third Party under this Agreement or any transaction hereunder; and (ii) no Third Party shall have any right to enforce any of the terms and conditions of this Agreement or of any agreement associated with any transaction hereunder, except that Lenovo's suppliers may avail themselves of Section 17"Limitation of Liability"of this Attachment A "General Terms". 22.9 Customer is responsible for selecting the Products and Services that meet its needs and for the results obtained from the use of the Products and Services, including Customer's decision to implement any recommendation concerning Customer's business practices and operations. Customer may not and shall not rely on Lenovo for any of the foregoing. 22.10 Where approval, acceptance, consent or similar action by Customer is required under this Agreement, such action will not be unreasonably delayed, conditioned or withheld. 22.11 The English versions of this Agreement and the Transaction Documents, regardless of whether a translation in any other language is or shall be made, shall be the only authentic ones.Any translation of this Agreement or a Transaction Document in another language prepared for any reason shall be a non-binding accommodation of no legal effect, and the English version of this Agreement or a Transaction Document, including any amendments thereto, shall govern. 22.12 Except as set forth in Section 3 of Attachment 8"Pricing,Products, Service Descriptions and Contact Details", this Agreement may be amended solely by a writing signed by both Parties 23 Lenovo Resellers Lenovo provides different ways to purchase Products and Services, depending on the region and/or choice of Customer:"Direct"purchase means that the Product or Service is available for purchase directly from Lenovo and subject to this Agreement; and "Indirect" purchase means that the Product or Service is available for purchase from a Lenovo reseller. Indirect purchase of Products or Services from a reseller shall be subject to such terms and conditions, as well as prices, as Customer and reseller may agree. Lenovo shall not be responsible for:(i)the actions of any such reseller; (ii)any obligation that such reseller may have to Customer; or(iii)any Third Party product or service that such reseller may supply to Customer. [End of Attachment A] COE-00003-01 Lenovo Customer Agreement Attachment A- Page 11 of 11 04.2022 Lenovo Confidential Page 487 Lenovo Customer Agreement ATTACHMENT B Pricing, Products, Services Descriptions and Contact Details 1 Pricing, Products and Services 1.1 Customer is not committing to minimum purchase volumes or order quantities with Lenovo. 1.2 Lenovo makes Products and Services descriptions available to Customer for purchase through a"Customer Product Catalog" or any other Transaction Document or via a website, as agreed by the Parties, at the then current agreed Prices. Prices for additional Services will be agreed subsequently(except for warranty services chargeable at Lenovo's then-current rates)and set forth in a separate Transaction Document. 1.3 Prices do not include local taxes,Value Added Tax, Goods&Services Tax or tariffs. 1.4 Unless agreed otherwise, international freight, duties and insurance are included in the Prices, with the exception of some countries which shall be communicated to Customer in advance.Transportation or delivery charges, if applicable,will be specified in a Transaction Document. 2 Changes 2.1 Unless a specific period for the validity of Prices has been agreed in writing between the Parties in a Transaction Document,Lenovo may change Prices,including labor rates,for Products and Services and other financial terms under this Agreement by providing Customer at least one (1) month prior written notice, e.g., to reflect a price increase in raw materials or in Product components. However, no such change shall be retroactive. Any such change shall be effective on the date specified in the notice. It shall only apply to new orders, on-going transactions of indefinite duration, and transactions with a defined recurring period. For transactions with a defined recurring period, Customer may request in writing that Lenovo delay the effective date of the change to after the end of the current recurring period. 2.2 Unless otherwise agreed, Customer acknowledges its agreement to have all such changes apply for such transactions: (i) by placing new orders for Products or Services after the effective date of the change; (ii) in the absence of a request that the effective date of the change be delayed until the end of the recurring period; (iii) by allowing transactions to recur or proceed after receipt of the change notice; or (iv) in the absence of notice of termination of transactions of indefinite duration prior to the effective date of the change. Except as provided above, in order for a change to be valid, it must be signed by both Parties. 2.3 The previous paragraph notwithstanding, if the cost on the international market of any Product component rises so significantly that it would not be commercially viable for Lenovo to be obliged to continue to allow Customer to buy the affected Products at the previously agreed Prices or discounts, Customer accepts that: (i) upon having appropriately demonstrated such worldwide component cost increase, Lenovo may raise the Price of(or lower the discounts for)its affected Products proportionally in order to compensate for such cost increase;or(ii)if Customer refuses such price increase or discount reduction, Lenovo may temporarily refuse to accept Customer's orders for the affected Products until the overall cost of components has returned to levels in line with those which applied when this Agreement was first signed. 3 Combination of Prices and Discounts Prices or discounts may not be combined with any other discounts or promotions,unless approved by Lenovo. 4 Contact Details Customer Lenovo Attention: BUSINESS UNIT Attention: Lance Couch Tel.: XXXX Tel.: 281-712-2155 Fax: XXXX General E-mail address: Icouch@lenovo.com General E-mail address:XXXX COE-00003-01 Lenovo Customer Agreement Attachment B-Page 1 of 2 04.2022 Lenovo Confidential Page 488 Lenovo Customer Agreement 5 Product Catalog The"Product Catalog"may be updated from time to time. [End of Attachment B] COE-00003-01 Lenovo Customer Agreement Attachment B-Page 2 of 2 04.2022 Lenovo Confidential Page 489 Lenovo Customer Agreement ATTACHMENT C Warranty Service Information (Personal Computers) 1 General If a defect in material or workmanship is discovered in a Lenovo branded Hardware Product during the warranty period, warranty Service may be obtained by contacting Lenovo or a Lenovo-approved Service provider ("Service Provider"). Repair, correction and replacement in the manner described below shall constitute fulfilment of all of Lenovo's obligations under the Lenovo Limited Warranty. A list of Service Providers and their telephone numbers is available through www.lenovo.com/support/phone. Warranty service may not be available in all locations and may differ from location to location. Charges may apply outside a Service Provider's normal Service area. Contact a local Service Provider for information specific to Customer's location. 2 Customer Responsibilities for Warranty Service Before warranty Service is provided, Customer must take the following steps: • follow the Service request procedures specified by the Service Provider; • backup or secure all programs and data contained in the Product; • authorize the Service Provider to access the systems and system relevant data necessary to provide warranty Services under this Agreement; • provide the Service Provider with sufficient,free, and safe access to Customer facilities to perform Service; • remove all data, including confidential information, proprietary information and personal information, from the Hardware Product or, if Customer is unable to remove any such information, modify the information to prevent its access by another party or so that it is not personal data under applicable law. The Service Provider shall not be responsible for the unintentional loss or disclosure of any data, including confidential information, proprietary information, or personal information, on a Hardware Product returned or accessed for warranty service; • remove all features, parts, options,alterations,and attachments not covered by the warranty; • ensure that the Hardware Product or part is free of any legal restrictions that prevent its replacement; • if Customer is not the owner of a Hardware Product or part, obtain authorization from the owner for the Service Provider to provide warranty Service. 3 What the Service Provider Will Do to Correct Problems When Customer contacts a Service Provider, Customer must follow the specified problem determination and resolution procedures. The Service Provider will attempt to diagnose and resolve the problem by telephone, e-mail or remote assistance.The Service Provider may direct Customer to download and install designated software updates. Some problems may be resolved with a replacement part to be installed by Customer called a "Customer Replaceable Unit"("CRU"). If so,the Service Provider will ship the CRU to Customer for installation. If the problem cannot be resolved over the telephone; through the application of software updates or the installation of a CRU, the Service Provider will arrange for service under the Type of Warranty Service designated for the Hardware Product as specified in the table below. If the Service Provider determines that it is unable to repair the Hardware Product, the Service Provider will replace it with one that is at least functionally equivalent. If the Service Provider determines that it is unable to either repair or replace the Hardware Product, Customer's sole remedy under this Limited Warranty is to return the Hardware Product to the place of purchase or to Lenovo for a prorated refund of the purchase Price(unless the Customer is entitled to a complete refund under applicable mandatory law). COE-00003-01 Lenovo Customer Agreement Attachment C- Page 1 of 3 04.2022 Lenovo Confidential Page 490 Lenovo Customer Agreement 4 Replacement Products and Parts When warranty Service involves the replacement of a Hardware Product or part,the replaced Hardware Product or part becomes Lenovo's property and the replacement Hardware Product or part becomes Customer's property. Only unaltered Lenovo Hardware Products and parts are eligible for replacement. The replacement Hardware Product or part provided by Lenovo may not be new, but it will be in good working order and at least functionally equivalent to the original Hardware Product or part.The replacement Hardware Product or part shall be warranted for the balance of the warranty period remaining on the original Hardware Product. 5 What this Warranty Does not Cover This warranty does not cover the following: • uninterrupted or error-free operation of a Hardware Product; • loss of, or damage to, Customer data by a Hardware Product; • any software programs,whether provided with the Hardware Product or installed subsequently; • failure or damage resulting from misuse, abuse, accident, modification, unsuitable physical or operating environment, natural disasters, power surges, improper maintenance, or use not in accordance with the Hardware Product information materials; • damage caused by a non-authorized Service provider; • failure of, or damage caused by, any Third Party products, including those that Lenovo may provide or integrate into the Lenovo Hardware Product at Customer's request; • any technical or other support, such as assistance with "how-to" questions and those regarding a Product set-up and installation;and • Hardware Products or parts with an altered identification label or from which the identification label has been removed. If required, the Service Provider will provide repair or exchange Service depending on the type of warranty Service specified for the Hardware Product and the available service. Scheduling of Service will depend upon the time of Customer's call, parts availability, and other factors. 6 Types of Warranty Service 6.1 Customer Replaceable Unit(CRU)Service Under "CRU Service", a Service Provider will ship CRUs to Customer for installation by Customer. CRU information and replacement instructions are shipped with the Hardware Product and are available from Lenovo at any time upon request.CRUs that are easily installed by Customer are called"Self-Service CRUs"."Optional- Service CRUs"are CRUs that may require some technical skills and tools. Installation of Self-Service CRUs is Customer's responsibility. Customer may request that a Service Provider install Optional-Service CRUs under one of the other types of warranty Service designated for the Hardware Product. An optional Service offering may be available for purchase from a Service Provider or Lenovo under which Self-Service CRUs would be installed for Customer. Customer may find a list of CRUs and their designation in the publication that ships with the Hardware Product or at www.lenovo.com/CRUs. The requirement to return a defective CRU, if any, will be specified in the materials shipped with a replacement CRU. When return is required: (1) return instructions, a prepaid return shipping label,and a container will be included with the replacement CRU;and(2)Customer may be charged for the replacement CRU if the Service Provider does not receive the defective CRU within thirty (30)days of Customer's receipt of the replacement CRU. 6.2 On-Site Service Under "On-Site Service", a Service Provider will, at its discretion, either repair or exchange the Hardware Product at Customer's location. Customer must provide a suitable working area to allow disassembly and reassembly of the Hardware Product. Some repairs may need to be completed at a Service center. If so, the Service Provider will send the Hardware Product to the Service center at its expense. 6.3 Courier or Depot Service Under"Courier or Depot Service",the Hardware Product will be repaired or exchanged at a designated Service center, with shipping at the expense of the Service Provider. Customer is responsible for disconnecting the Hardware Product and packing it in a shipping container provided to Customer for return of the Hardware Product to a designated Service center. A courier will pick up the Hardware Product and deliver it to the designated Service center. The Service center will return the Hardware Product to Customer at its expense. COE-00003-01 Lenovo Customer Agreement Attachment C- Page 2 of 3 04.2022 Lenovo Confidential Page 491 Lenovo Customer Agreement 6.4 Customer Carry-In Service Under "Customer Carry-In Service", the Hardware Product will be repaired or exchanged after Customer delivers it to a designated Service center at Customer's risk and expense.After the Hardware Product has been repaired or exchanged, it will be made available for collection by Customer. Failure to collect the Hardware Product may result in the Service Provider disposing of the Hardware Product as it sees fit, with no liability to Customer. 6.5 Mail-In Service Under"Mail-In Service", the Hardware Product will be repaired or exchanged at a designated Service center after Customer delivers it at Customer's risk and expense. After the Hardware Product has been repaired or exchanged, it will be returned to Customer at Lenovo's risk and expense, unless the Service Provider specifies otherwise. 6.6 Customer Two-Way Mail-In Service Under "Customer Two-Way Mail-In Service", the Hardware Product will be repaired or exchanged after Customer delivers it to a designated Service center at Customer's risk and expense.After the Hardware Product has been repaired or exchanged, it will be made available to Customer for return shipping at Customer's risk and expense. If Customer fails to arrange return shipment, the Service Provider may dispose of the Product as it sees fit,with no liability to Customer. 6.7 Product Exchange Service Under"Product Exchange Service", Lenovo will ship a replacement Hardware Product to Customer's location. Customer shall be responsible for its installation and verification of its operation. The replacement Hardware Product becomes the property of Customer in exchange for the failed Hardware Product, which becomes the property of Lenovo. Customer shall pack the failed Hardware Product in the shipping carton used to ship the replacement Hardware Product and return it to Lenovo.Transportation charges, both ways,shall be at Lenovo's expense. If Customer fails to use the carton in which the replacement Hardware Product was received,Customer may be responsible for any damage to the failed Hardware Product occurring during shipment. Customer may be charged for the replacement Hardware Product if Lenovo does not receive the failed Hardware Product within thirty(30)days of Customer's receipt of the replacement Hardware Product. [End of Attachment C] COE-00003-01 Lenovo Customer Agreement Attachment C- Page 3 of 3 04.2022 Lenovo Confidential Page 492 NONgq I � DATE: August 21, 2024 TO: President and Members of the Board of Directors FROM: John R. Gillison, City Manager INITIATED BY: Mike McCliman, Fire Chief Ty Harris, Deputy Fire Chief Darci Vogel, Fire Business Manager SUBJECT: Consideration of a Professional Services Agreement with On Duty Health, PLLC for Health and Fitness Assessments in the Amount of $222,210 Annually. (FIRE) RECOMMENDATION: Staff recommends the Fire Board approve Professional Services Agreement CO #FD 2024-006 with On Duty Health, PLLC for health and fitness assessments in the amount of $222,210 annually. BACKGROUND: The National Fire Protection Association (NFPA) develops and publishes codes and standards related to fire safety. This includes establishing requirements to protect fire personnel from the hazards encountered while performing firefighting and lifesaving operations. NFPA 1582, Standard on Comprehensive Occupational Medical Program for Fire Departments, outlines an occupational medical program to reduce risks and provide for the health, safety, and effectiveness of fire fighters operating to protect civilian life and property. The purpose of NFPA 1582 is to reduce the likelihood of fire personnel from suffering a preventable line-of-duty death. It provides a baseline health assessment to determine whether or not employees are likely to incur a debilitating injury or medical event in the course of performing their duties as a first responder. The Fire District administers annual medical exams in order to ensure the health and wellness of personnel. This currently includes a comprehensive lab panel (tuberculosis test, complete blood count, expanded basic blood test, full urine analysis, PSA test, Fecal Occult Screening), 12-lead ECG, basic physical exam, chest x-ray, auditory testing, basic vision, pulmonary function test, and treadmill / ECG. ANALYSIS: In order to ensure the continued health and wellness of personnel, the Fire District began exploring options for enhancing and expanding the annual medical exams in the Fall of 2023. This included options for early cancer detection and enhanced assessments of cardiovascular health. In addition, the Fire District is also expanding the service to our non-safety personnel as an added value for them as a Fire District employee. Annual medical exams provide a cost-effective investment in work-related disease prevention, early detection, and health promotion for members. They can identify potentially fatal underlying Page 493 conditions, allowing personnel the opportunity to seek treatment. Additional benefits include improved employee health behaviors; reduction in elevated health risks; improved productivity; decreased absenteeism; and improved recruitment and retention. There are also cost savings resulting from reduced healthcare costs. As less claims are filed, expected future claims costs will be lower and, subsequently, insurance renewal costs will be lower for the Fire District. The Fire District identified On Duty Health as a healthcare provider that could provide the expanded medical exams. On Duty Health is an occupational medicine group specializing specifically in first responder health. They serve over 5,200 first responders in 102 agencies across California, Texas, and Missouri. Their healthcare providers, including occupational health- specialized doctors, physician assistants and nurse practitioners, ultrasound technicians, exercise physiologists and phlebotomists are well trained in concerns specifically relating to the fire industry, including higher incidence of cancer, behavioral health issues, and sleep disruption. Their healthcare providers are trained in NFPA 1582, IAFF/IAFC Fire Service Joint Labor Management Wellness Fitness Initiative (WFI), and OSHA standards. They use the updated and highly accurate standard of VO2 Max testing with the WFI protocol to obtain the best picture of your cardiovascular health. They also offer additional services such as on-site mental health support, nutrition counseling, physical therapy, respirator fit testing, return to duty and new hire assessments, laboratory services and more. On Duty Health offers several pricing packages to fit the specific needs of departments. Staff reviewed these packages and determined that the gold package would best meet the intent of the enhanced medical exams due to the options for early cancer detection and enhanced assessments of cardiovascular health. The services provided with the gold package includes: • Labs & Urinalysis o Urinalysis, Complete Blood Count, Complete Metabolic Panel, Lipid Panel with LDL/HDL Ratio,Al C, Thyroid Stimulating Hormone, Prostate Specific Antigen, FIT Fecal Occult Screening Kit • Full Physical o Comprehensive Physical with Health History &Vitals, Titmus V2 Advanced Vision Testing, Audiometry Testing, Skin Cancer Assessment, Behavioral Health Assessment, Review of Results w/ Personalized Health Plan • Cardiopulmonary Screening & Fitness Assessment o Cardiopulmonary Exercise Testing (CPET) consisting of 12- lead EKG treadmill/stepmill stress test run to maximal volition utilizing WFI protocol, Blood Pressure readings, and TRUE VO2 Max Testing) o Pulmonary Function Testing (Spirometry), Metabolic Analysis w/ Body Composition, Muscular Endurance, Strength and Flexibility Evaluation. o Cardiology follow-up interpretation for irregular results, if indicated) • Ultrasound Enhanced Cancer Screening o Ultrasound imaging carotid arteries, thyroid, liver, pancreas, gall bladder, spleen, kidneys, bladder, pelvic (women), testicular and prostate (men). o Radiology follow-up interpretation for irregular results, if indicated. • Galled 50+ Multicancer Detection Test o Used to detect over 50 types of active cancers with very high specificity (99.5%) and very low false positivity (-0.5%) Staff recommends that the Fire Board approve PSA CO #FD 2024-006 with On Duty Health, PLLC for health and fitness assessments in the amount of $222,210 annually. The term of this Page 2 Page 494 PSA shall be one (1) year with an option to renew for up to two (2), two (2) year extension terms, for a maximum total term of five (5) years. FISCAL IMPACT: The annual cost of the contract with On Duty Health, PLLC is $222,210. A total of$218,400 was allocated in the Fire Fund under account F281 CC501 SC2106 (Fire Administration - Contract Services) for current FY 2024-25. Sufficient funding is available within the Fire Fund for the additional expense of the contract. COUNCIL MISSION /VISION / GOAL(S) ADDRESSED: This item brings together portions of the Council's vision and core value by providing a sustainable City and promoting a safe and healthy community for all. This is accomplished by enhancing the Fire District's occupational medical program to reduce risks and provide for the health, safety, and effectiveness of personnel operating to protect civilian life and property. ATTACHMENTS: None. Page 3 Page 495 NONgq I � RANCHO CUCAMONGA FIRE DISTRIC DATE: August 21, 2024 TO: President and Members of the Board of Directors FROM: John R. Gillison, City Manager INITIATED BY: Mike McCliman, Fire Chief Augie Barreda, Deputy Fire Chief Michelle Cowles, Management Analyst II SUBJECT: Consideration to Approve Contract Number FD 2024-007 with Working Dogs for Warriors in the Amount of$12,000 Annually. (FIRE) RECOMMENDATION: Staff recommends the Fire Board of the Rancho Cucamonga Fire Protection District (District) approve Contract Number FD 2024-007 between the Rancho Cucamonga Fire Protection District and Working Dogs for Warriors (WDFW) for $12,000 annually, with a total amount of $72,000 over a commitment period of up to six years. The first 12 months of payment will be covered under the WDFW Care Team K9 Program for Suicide Prevention Grant. BACKGROUND: The implementation of the Community Outreach and Support Team (COAST) marks a significant step in enhancing the Fire District's community support services. The WDFW Program is a California 501(c)(3) Nonprofit Organization dedicated to training and providing service dogs for first responders and military veterans. Since its inception in 2016, the organization has been instrumental in supporting the COAST team by providing trained therapy dogs to support mental health and well-being. The contract costs offer financial support to cover the costs of the service dog's initial acquisition, comprehensive training, veterinary care and insurance, and ongoing training and support services. COAST is a collaborative effort among the Fire District, local law enforcement partners, and the San Bernardino County Department of Behavioral Health. The COAST team will assist community members experiencing mental health crises. COAST's continued partnership with WDFW will ensure the team's ability to offer specialty services tailored to the community's needs. The therapy dog will also play a role in public education, fire prevention, and mental health support for our first responders. ANALYSIS: WDFW therapy dogs trained to perform specific tasks will be integrated into the COAST program to support the diverse needs of community members. These dogs are carefully selected to assist individuals with physical, emotional, or mental health challenges. Common breeds include Labrador Retrievers, Golden Retrievers, and German Shepherds, though other breeds may also be suitable. Ongoing support and training for both the dog and handler are essential components of this Page 496 program, ensuring the partnership remains effective and beneficial over time. A WDFW therapy dog will accompany COAST team members during high-stress incidents. This service dog is a key resource in providing emotional support, helping reduce stress levels, and assisting in de-escalating critical situations. The therapy dog will also contribute to community outreach by engaging with the public during educational events and offering additional care for our first responders by aiding in peer support activities. The successful implementation of the COAST program is highly dependent on its ability to integrate the therapy dog into both emergency response and community engagement efforts. FISCAL IMPACT: Maintenance and operational costs for the therapy dog will be managed within the Fire District's approved budget. COUNCIL MISSION /VISION / GOAL(S) ADDRESSED: This initiative aligns with the Council's vision and core values by enhancing community safety and well-being, expanding public safety outreach efforts and promoting a safe and healthy community for all. ATTACHMENTS: Attachment 1 —Working Dogs for Warriors Contract Number FD 2024-007 Page 2 Page 497 RCONTRACT # FD 2024-007 Contract for WDFW Care Team K9 Program This Contract (this "Contract") is made effective as of July 1, 2024, by and between Working Dogs for Warriors, Corp., of 11251 Sierra Ave Ste2E-333, Fontana, California 92337, (WDFW), and Rancho Cucamonga Fire Protection District of 10500 Civic Center Dr City Hall, Rancho Cucamonga CA 91730 (Rancho Cucamonga Fire). 1. DESCRIPTION OF SERVICES. Beginning on May 31, 2024, WDFW will provide Rancho Cucamonga Fire the following services described in the attached Working Dogs for Warriors Care Team K9 Training Standards (collectively, the "Services"). 2. PAYMENT. Payment shall be made to 11251 Sierra Ave Ste 2E-333, Fontana, California 92337. Rancho Cucamonga Fire agrees to pay in installment payment(s) of$1,000.00 per month, or $12,000 Per Year in one lump sum. In addition to any other right or remedy provided by law, if Rancho Cucamonga Fire fails to pay for the Services when due, WDFW has the option to treat such failure to pay as a material breach of this Contract and may cancel this Contract and/or seek legal remedies. 2.2 Payment Terms first 12 months of installment payments will be covered under the WDFW Care team k9 program for suicide prevention grant. Date begins upon contract execution. 3. TERM. This Contract will be valid for a term of 2 year(s) with the option to renew this agreement automatically two 2 year terms followed by 2 one year terms. This contract is intended to cover the entire working life of the K9, as determined by WDFW Trainers. 4. DEFAULT. The occurrence of any of the following shall constitute a material default under this Contract: a. The failure to make a required payment when due. b. The insolvency or bankruptcy of either party. c. The subjection of any of either party's property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency. d. The failure to make available or deliver the Services in the time and manner provided for in this Contract. Info@ WorkingDogsfor Warriors.com WorkingDogsForWarriors.com 11251 Sierra Ave Ste2E-333 Fontana, Ca 92337 California 501(c) (3)Non-Profit Corporation ATTACHMENT 1 Page 498 ou S. REMEDIES ON DEFAULT. In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 30 days from the effective date of such notice to cure the default(s). Unless waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Contract. 6. DISPUTE RESOLUTION.The parties will attempt to resolve any dispute arising out of or relating to this Contract through friendly negotiations amongst the parties. If the matter is not resolved by negotiation, the parties will resolve the dispute using the below Alternative Dispute Resolution (ADR) procedure. Any controversies or disputes arising out of or relating to this Contract will be submitted to mediation in accordance with any statutory rules of mediation. If mediation does not successfully resolve the dispute, the parties may proceed to seek an alternative form of resolution in accordance with any other rights and remedies afforded to them by law. 7. CONFIDENTIALITY. WDFW, and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of WDFW, or divulge, disclose, or communicate in any manner, any information that is proprietary to Rancho Cucamonga Fire. WDFW and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Contract. 8. NOTICE. Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the addresses listed above or to such other address as one party may have furnished to the other in writing. The notice shall be deemed received when delivered or signed for, or on the third day after mailing if not signed for. 9. ENTIRE CONTRACT.This Contract contains the entire agreement of the parties regarding the subject matter of this Contract, and there are no other promises or conditions in any other agreement whether oral or written. This Contract supersedes any prior written or oral agreements between the parties. Info@WorkingDogsforWarriors.com WorkingDogsForWarriors.com 11251 Sierra Ave Ste2E-333 Fontana, Ca 92337 California 501(c) (3)Non-Profit Corporation Page 499 ou 10. AMENDMENT. This Contract may be modified or amended if the amendment is made in writing and signed by both parties. 11. SEVERABILITY. If any provision of this Contract shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. 12. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Contract shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Contract. 13. APPLICABLE LAW.This Contract shall be governed by the laws of the State of California. 14. INDEMNITY CLAUSE. WDFW shall, at its sole cost and expense, protect, indemnify and hold harmless Rancho Cucamonga Fire, its elected and appointed officials, officers, attorneys, agents, employees, volunteers, successors, assigns and those Rancho Cucamonga Fire agents serving as independent contractors in the role of Rancho Cucamonga Fire officials (collectively "Indemnitees"), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings,judgments, penalties, and losses of any nature whatsoever, including but not limited to fees of attorneys and all costs associated therewith, and reimbursement of attorneys' fees and costs of defense (collectively "Claims"), in law or in equity, whether actual, alleged or threatened, to property or persons, including but not limited to, bodily injury, death, personal injury and property damage, to the extent arising out of, pertaining to, or relating to, in whole or in part, the breach of this Agreement and/or the negligence, recklessness or willful misconduct of WDFW and/or its officers, agents, servants, employees, contractors subcontractors, subconsultants and/or their officers, directors, agents, servants or employees (or any entity or individual for whom WDFW shall bear the legal liability) in the performance of this Contract 15.Insurance 15.1 Liability Insurance. Contractor shall procure and maintain in full force and effect for the duration of this Agreement, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the services hereunder by Contractor, and/or its agents, representatives, employees or subcontractors. Info@WorkingDogsforWarriors.com WorkingDogsForWarriors.com 11251 Sierra Ave Ste2E-333 Fontana, Ca 92337 California 501(c) (3)Non-Profit Corporation Page 500 15.2 Minimum Scope of Insurance. Unless otherwise approved by City, coverage shall be at least as broad as: (1) Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). (2) Worker's Compensation insurance as required by the State of California, and Employer's Liability Insurance. 15.3 Evidence of coverage. Prior to commencing performance under this Agreement, the Contractor shall furnish the City with certificates and original endorsements, or copies of each required policy, effecting and evidencing the insurance coverage required by this Agreement including (1) Additional Insured Endorsement(s), (2) Worker's Compensation waiver of subrogation endorsement, and (3) General liability declarations or endorsement page listing all policy endorsements. The endorsements shall be signed by a person authorized by the insurer(s) to bind coverage on its behalf. All endorsements or policies shall be received and approved by the City before Contractor commences performance. If performance of this Agreement shall extend beyond one year,Contractor shall provide City with the required policies or endorsements evidencing renewal of the required policies of insurance prior to the expiration of any required policies of insurance. 16. WAIVER OF SUBROGATION. WDFW and Rancho Cucamonga Fire mutually waive any rights of subrogation against each other for damages covered by insurance. Each party shall obtain from its respective insurance carriers a waiver of any right of subrogation such carriers might have against the other party. This waiver of subrogation shall be effective during the term of this Contract and any renewals thereof. Info@WorkingDogsforWarriors.com WorkingDogsForWarriors.com 11251 Sierra Ave Ste2E-333 Fontana, Ca 92337 California 501(c) (3)Non-Profit Corporation Page 501 I� 16. SIGNATORIES. This Contract shall be signed on behalf of Rancho Cucamonga Fire by and on behalf of WDFW by Michael Welsh, President and effective as of the date first above written. Service Recipient: Rancho Cucamonga Fire By: Date: Service Provider: Working Dogs for Warriors, Corp. By: Date: Michael Welsh President Info@WorkingDogsforWarriors.com WorkingDogsForWarriors.com 11251 Sierra Ave Ste2E-333 Fontana, Ca 92337 California 501(c) (3)Non-Profit Corporation Page 502 CITY OF RANCHO CUCAMONGA DATE: August 21, 2024 TO: Mayor and Members of the City Council FROM: John R. Gillison, City Manager INITIATED BY: Michael Parmer, Assistant to the City Manager SUBJECT: Consideration of a Contract with Monet Construction, Inc. in the Amount of $5,957,320.37, plus a 10% Contingency, for the Construction of the Victoria Gardens Civic Plaza and Authorizing an Appropriation of $2,571,753. (CITY) RECOMMENDATION: Staff recommends the City Council: 1. Approve the plans and specifications for the construction of the Victoria Gardens Civic Plaza; 2. Accept the bid received for the Project; 3. Award and authorize the execution of a contract in the amount of$5,957,320.37 to Monet Construction, Inc.; 4. Authorize the expenditure of a 10% contingency in the amount of$595,732; 5. Increase the annual compensation limit for Aufbau Corp. to $1,200,000; and 6. Appropriate $2,571,753 to cover the set-aside contingency and any remaining balance necessary to complete construction. BACKGROUND: The City finished design work on the Victoria Gardens Civic Plaza Project (Courtyard Project) in October 2023, taking a primarily passive, outdoor space with little shade/seating and redesigning it to encourage greater pedestrian access and use. The improvements will reduce staff time for event set up and take down, improve flow and continuity with the rest of Victoria Gardens, open up new opportunities for rentals, and increase ticket sales at the Lewis Family Playhouse. Bidding for the Courtyard Project was opened on January 9, 2024 and closed on February 6, 2024. The City Clerk's office received one (1) construction bid from Golden Sun Enterprises, Inc.; however, as there was only one bid received, City Council rejected all bids at its regular meeting on February 21, 2024, as a reasonableness of the bid price could not be established due to the lack of competitiveness. Feedback from other plan holders indicated in general the bid documents could be refined and revised to simplify the bid schedules and align with major project components and trades. Staff then contracted with its on-call consultant, Willdan, to conduct a constructability review, review takeoffs, prepare a revised bid schedule, and update the engineering estimate. Following the completion of the constructability review and revised bid schedule, the Courtyard Project was rebid on May 21, 2024 and closed on June 11, 2024. No bids were received. Page 503 ANALYSIS: The Public Contract Code (PCC) generally requires the City to award contracts for public works projects that exceed $200,000 through a competitive bid process to the lowest responsible bidder (PCC Sections 22032(c)). However, California court decisions have determined that the competitive bidding statutes are not to be applied in a way which denies public agencies the authority to deal with problems in a sensible, practical way(e.g. Domar Electric, Inc. v. City of Los Angeles, 9 CalAt" 161 (1994)) and that where the public interest is better served by dispensing with competitive bidding, such as where the subject of a contract is such that competitive proposals would be unavailing or would not produce an advantage, and the advertisement for competitive bids would thus be undesirable or impractical, or impossible, a public agency may dispense with competitive bidding (e.g. Graydon v. Pasadena Development Agency, 104 Cal. App.3d 631 (1980)). PCC Section 22038(c) provides that the City may dispense with formal competitive bidding procedures if no bids are received through formal procedures. Following the unsuccessful second bidding attempt, City Staff reached out directly to two separate construction contractors for a bid: Monet Construction, Inc. and Perera Construction & Design, Inc. While both contractors submitted a bid, Monet Construction, Inc. had a significantly lower cost. After direct negotiations, Monet Construction, Inc.'s final cost was $5,957,320.37. In July 2023, the City requested a proposal for construction management and inspection services from its on-call consultant Aufbau Corporation (CO 19-140). The total cost of the proposal is a not-to-exceed amount of$533,700 to be billed on actual hours. Staff has determined that Aufbau's proposal meets the City's needs and deliverables. FISCAL IMPACT: Anticipated construction costs for the Project are estimated to be as follows: Expenditures Amount Construction Contract $5,957,320.37 Construction Contract Contingency 10% $595,732 Construction Inspection Services $533,700 Construction Soils/Material Testing $85,000 Estimated Construction Costs $7,171,752.37 Budget for the project was included in the Fiscal Year 2024/25 Adopted Budget in the amount of $3,514,210. The City also received $1.5 million in American Rescue Plan Act and the Coronavirus Local Fiscal Recovery Fund from San Bernardino County's Second District Supervisor Jesse Armendarez. However, the following appropriations are necessary to cover the estimated project costs through fiscal year end. In the event the contingency funds are not used, they will be applied back to Park Development (Fund 119). Page 2 Page 504 Account No. Funding Source Amount F025/CC001/7000/SC7008 Capital Reserve Fund (025) $2,048,753 1025001-5650/2022025-0 F119/CC319/4403/RC4300 Park Improvement (119) $523,000 Total Appropriation Requests: $2,571,753 Staff also recommends the City Council approve Amendment No. 3 to contract No. 19-140 and increase the annual compensation limit to $1,200,000, including the construction management and inspection services for the Courtyard Project ($533,700), and the existing construction management and inspection services that are not part of the Project ($666,300). COUNCIL MISSION /VISION /VALUE(S) ADDRESSED: The project supports the City Council's core values by promoting and enhancing a safe and healthy community for all, and by providing continuous improvement through the construction of high-quality public improvements. ATTACHMENTS: Attachment 1 - Vicinity Map Attachment 2 - Bid Attachment 3 - Amendment No. 3 Aufbau Corp Page 3 Page 505 VICHTY MAP BASE LINE RD ui 4 w � J _ LU Q c) _r5 CHURCH STREET > CULTURALCTR DR 0 J Y ui VICTORIA fx GARDENS ` � w a a w NORTH HISTORIC RTE 66 HISTORIC RTE fib FOOTHILL BLV❑ FOOTHILL BLVD (NTS) ATTACHMENT 1 Page 506 BID DOCUMENTS TO SUBMIT FOR PROPOSAL Only the following listed documents, identified in the lower right corner as "Bid Forms" shall be fully executed and submitted with the Bid at the time of opening of Bids. o Schedule of Unit Cost and Lump Sum Amounts 12 Bidder Agreement 2 Bidder Information 12 Subcontractor [� Declaration of Eligibility to Contract V Certificate of Non-Discrimination by Contractors P Non-Collusion Declaration ❑ Bid Bond Failure of a Bidder to fully execute and submit all of the listed documents with the Bid will render a Bid as non-responsive and subject to rejection. ATTACHMENT 2 Bidder P-1 of 21 VICTORIA GARDENS CIVIC PLAZA PROJECT NO. 800-2023-20 Required Bid Proposal Forms Page 507 PROPOSAL SCHEDULE OF COST AND LUMP SUM AMOUNTS "VICTORIA GARDENS CIVIC PLAZA" TO THE CITY OF RANCHO CUCAMONGA: The undersigned bidder declares that he has carefully examined the location of the proposed work, that he has examined the Plans, Special Provisions and Specifications, and read the accompanying Instruction to Bidders, and hereby proposes and agrees, if this proposal is accepted, to furnish all material and do all the work required to complete the said work in accordance with the Plans, Special Provisions and Specifications, in the time and manner therein prescribed for the unit cost and lump sum amounts set forth in the schedule on the following Proposal. VICTORIA GARDENS I CIVIC PLAZA BASE BID Item Description QtyNo. . Unit Price Price 1. Mobilization and de- 1 LS mobilization. — 2. Exterior site demolition and removal within the project 1 LS limit. 3. Walls and vertical structures demolition and 1 LS removal within the project limit. 4. Remove and dispose existing site furnishings 1 LS within the project limit. 5. Electrical system demolition and removal 1 LS within the project limit. Bidder P-2 of 21 VICTORIA GARDENS CIVIC PLAZA PROJECT NO. 800-2023-20 Required Bid Proposal Forms Page 508 PROPOSAL SCHEDULE OF COST AND LUMP SUM AMOUNTS "VICTORIA GARDENS CIVIC PLAZA" Nom Description Qty. Unit Price Price 6. Clearing, grubbing and removal existing landscaping and irrigation 1 LS system within the project limit. 7. Construct standard color 4- inch thick steel reinforced 925 SF PCC paving complete per plan. 1185 8. Construct integral color 4- inch thick steel reinforced 10,850 SF PCC paving complete per 11,830 plan. 9. Install Deepened Edge/Footing in Concrete 103 LF Pavement 10. Furnish and install enhanced concrete pavers 11,045 SF complete per plan. 14,490 11. Furnish and install "Donor" concrete pavers complete 250 SF per plan. 12. Furnish and install wood 1,110 SF decking complete per plan. 13. Furnish and install decomposed granite area 1,165 SF complete per plan including concrete header. Bidder P-3 of 21 VICTORIA GARDENS CIVIC PLAZA PROJECT NO. 800-2023-20 Required Bid Proposal Forms Page 509 PROPOSAL SCHEDULE OF COST AND LUMP SUM AMOUNTS "VICTORIA GARDENS CIVIC PLAZA" Item Description Qty. Unit Price Price No.14. Furnish and install decorative gravel area 100 SF complete per plan including concrete header. 15. Furnish and install trash 6 EA receptacle. 16. Furnish and install 6 EA recycled receptacle. 17. Furnish and install dining 15 EA table. 18. Furnish and install dining 60 EA chair. 19. Furnish and install lounge 4 EA chair. 6 20. Furnish and install 6-ft long 3 EA bench. — 21. Furnish and install overhead shade fabric 1,800 SF structure complete assembly. 22. Furnish and install decorative precast concrete planter/pot complete per plan 11 EA including planter mix, gravel sump, drain pipe, etc. Bidder P-4 of 21 VICTORIA GARDENS CIVIC PLAZA PROJECT NO. 800-2023-20 Required Bid Proposal Forms Page 510 PROPOSAL SCHEDULE OF COST AND LUMP SUM AMOUNTS VICTORIA GARDENS CIVIC PLAZA" Nom Description Qty. Unit Price Price 23. Furnish and install 48-inch box size tree complete per plan including root barrier 3 EA as required, soil preparation and fertilizers. 24. Furnish and install 36-inch box size tree complete per plan including root barrier 17 EA as required, soil preparation and fertilizers. 25. Furnish and install 25-ft BTH date palm complete per plan including drainage 4 EA system, soil preparation and fertilizers. 26. Furnish and install 15- gallon shrub complete per 153 EA plan including soil preparation and fertilizers. 27. Furnish and install 5-gallon shrub complete per plan 767 EA including soil preparation and fertilizers. 28. Furnish and install 1-gallon shrub complete per plan 592 EA including soil preparation and fertilizers. 29. Furnish and install 6-inch pot shrub complete per 14 EA plan including soil preparation and fertilizers. Bidder P-5 of 21 VICTORIA GARDENS CIVIC PLAZA PROJECT NO. 800-2023-20 Required Bid Proposal Forms Page 511 PROPOSAL SCHEDULE OF COST AND LUMP SUM AMOUNTS VICTORIA GARDENS CIVIC PLAZA" Nom Description Qty. Unit Price Price 30. Furnish and install 4-inch thick wood chip mulch as top-dress per City of 75 CY Rancho Cucamonga Std. Plan 506. 31. Furnish and install 2-inch irrigation mainline 415 LF complete per plan. 32. Furnish and install 2-1/2- inch irrigation mainline 22 EA complete per plan. 33. Furnish and install 1-inch remote control valve Drip Zone Kit complete per plan 10 EA including valve box and control wires connecting to irrigation controller. 34. Furnish and install 1-inch brass remote control valve complete per plan 4 EA including valve box and control wires connecting to irrigation controller. 35. Furnish and install brass shut-off gate valve complete per plan 5 EA including valve box, size per plan. 36. Furnish and install quick coupler valve assembly 5 EA complete per plan — including valve box. Bidder P-6 of 21 VICTORIA GARDENS CIVIC PLAZA PROJECT NO. 800-2023-20 Required Bid Proposal Forms Page 512 PROPOSAL SCHEDULE OF COST AND LUMP SUM AMOUNTS VICTORIA GARDENS CIVIC PLAZA" Nom Description Qty. Unit Price Price 37. Furnish and install RWS assembly for tree irrigation complete per plan 52 EA including serving lateral line and connection to remote control valve. 38. Furnish and install pop-up spray sprinkler assembly for palm irrigation complete 16 EA per plan including serving lateral line and connection to remote control valve. 39. Furnish and install micro- spray on flex riser assembly, complete per 611 EA plan including serving lateral line and connection to remote control valve. 40. Furnish and install Sch 40 PVC pipe sleeving 948 LF complete per plan, size per plan. 41. Perform 90 calendar days landscape maintenance 1 LS period. 42. Furnish and electrical system complete per plan 1 LS and specifications. 43. Deepened Footing at 1 LS Raised Stage — Bidder P-7 of 21 VICTORIA GARDENS CIVIC PLAZA PROJECT NO. 800-2023-20 Required Bid Proposal Forms Page 513 PROPOSAL SCHEDULE OF COST AND LUMP SUM AMOUNTS VICTORIA GARDENS CIVIC PLAZA" Nom Description Qty. Unit Price Price 44. Deepened Footing at 1 LS Existing Retaining Wall 45. Structural Slab 1 LS 46. Interior Gypsum Board 1 LS 47. Insulation 1 LS 48. Wood Framing 1 LS 49. Plywood Wall/Ceiling 1 LS Sheathing — 50. Building Wrap 1 LS 51. Building Paper 1 LS 52. Wood Siding 1 LS 53. PVC Roofing 1 LS 54. Parapet Waterproofing 1 LS 55. Metal Trim 1 LS 56. Precast Base 1 LS 57. Walls and Structures, 1 LS concrete — 58. Walls and Structures, 1 LS Miscellaneous Metalwork — 59. Walls and Structures, Carpentry and 1 LS Woodworking Bidder P-8 of 21 VICTORIA GARDENS CIVIC PLAZA PROJECT NO. 800-2023-20 Required Bid Proposal Forms Page 514 PROPOSAL SCHEDULE OF COST AND LUMP SUM AMOUNTS "VICTORIA GARDENS CIVIC PLAZA" Item Description Qty. Unit Price Price No.60. Walls and Structures, Retaining Wall with Stucco 1 LS Finish 61. Existing Storage Building 1 LS Enhancements 62. Shade structure overhead (non-canvas structure) at 1 LS the rotunda at Overhead Plaza,cJ Tvpe text here 63. Faint of (exterio7 Tinishes , rotunda remove existing books and 1 LS repair stucco wall, and signage improvements 64. 4" Diameter Atrium Drain, 3 EA NDS #78 or Equal — 65. 6" Diameter Atrium Drain, 66 EA NDS #90 or Equal 57 66. 6" Square Satin Brass Deck Drain, NDS #920B or 3 EA Equal 17 67. 12" Brooks Catch Basin 3 EA 68. 8" NDS Pro Series#830 Channel Drain with #838 175 LF Grate, or Equal 69. Install 4" SDR 35 PVC Area Drain Pipe, Including 575 LF Required PVC Fittings 621 Bidder P-9 of 21 VICTORIA GARDENS CIVIC PLAZA PROJECT NO. 800-2023-20 Required Bid Proposal Forms Page 515 PROPOSAL SCHEDULE OF COST AND LUMP SUM AMOUNTS "VICTORIA GARDENS CIVIC PLAZA" Nom Description Qty. Unit Price Price 70. Install 6" SDR 35 PVC Area Drain Pipe, Including 241 LF Required PVC Fittings 402 71. Install 8" SDR 35 PVC Area Drain Pipe, Including 95 LF Required PVC Fittings 72. Install 10" SDR 35 PVC Area Drain Pipe, Including 6 LF Required PVC Fittings 73. Install 4" Sch 40 Perforated Sub Drain Encased In 1 Cubic Foot of 605 LF %" Crushed Rock Wrapped With Geofabric (MIRIFI 140N Or Equiv.) 74. Sawcut and Remove 36 EA Existing Pipe 75. Penetrate Wall / Footing 9 EA Per Structural Details 76. Install Torrent Maxwell 4 EA Type IV Drywell System — 77. Contractor To Core Drywell System For PVC 6 EA Connection and Join 78. Install Nyloplast 36" Drain 3 EA Basin Manhole 79. Adjust Manholes, Vaults, 1 LS and Valves to Grade Bidder P-10 of 21 VICTORIA GARDENS CIVIC PLAZA PROJECT NO. 800-2023-20 Required Bid Proposal Forms Page 516 PROPOSAL SCHEDULE OF COST AND LUMP SUM AMOUNTS "VICTORIA GARDENS CIVIC PLAZA" TOTAL BASE BID AMOUNT IN NUMBERS: BID ALTERNATIVE SCHEDULE A (STEPS AT PARKING GARAGE) Item Description QtyNo. . Unit Price Price 1. Site demolition, removal and disposal complete per 1 LS plan. 2. Construct integral color 4- inch thick steel reinforced 657 SF PCC paving complete per plan. 3. Construct poured-in-place concrete steps with mosaic 139 LF tiles. 4. Construct CMU retaining wall with stucco finish 20 LF complete per plan. 5. Furnish and install decorative handrail at 1 LS steps and ramp. 6. Furnish and install 15- gallon shrub complete per 8 EA plan including soil preparation and fertilizers. Bidder P-11 of 21 VICTORIA GARDENS CIVIC PLAZA PROJECT NO. 800-2023-20 Required Bid Proposal Forms Page 517 PROPOSAL SCHEDULE OF COST AND LUMP SUM AMOUNTS VICTORIA GARDENS CIVIC PLAZA" Nom Description Qty. Unit Price Price 7. Furnish and install 5-gallon shrub complete per plan 9 EA including soil preparation and fertilizers. 8. Furnish and install 4-inch thick wood chip mulch as top-dress per City of 3 CY Rancho Cucamonga Std. Plan 506. 9. Furnish and install 1-gallon shrub complete per plan 30 EA including soil preparation and fertilizers. 10. Furnish and install 2-inch irrigation mainline 43 LF complete per plan. 11. Furnish and install micro- spray on flex riser assembly, complete per 23 EA plan including serving lateral line and connection to remote control valve. 12. Furnish and install Sch 40 PVC pipe sleeving 61 LF complete per plan, size per plan. 13. Furnish and install RWS assembly for tree irrigation complete per plan 2 EA including serving lateral line and connection to remote control valve. Bidder P-12 of 21 VICTORIA GARDENS CIVIC PLAZA PROJECT NO. 800-2023-20 Required Bid Proposal Forms Page 518 PROPOSAL SCHEDULE OF COST AND LUMP SUM AMOUNTS "VICTORIA GARDENS CIVIC PLAZA" TOTAL BID ALTERNATIVE SCHEDULE A (STEPS AT PARKING GARAGE) AMOUNT IN NUMBERS: BID ALTERNATIVE SCHEDULE B (BREEZEWAY) No Description Qty. Unit Price Price 1. Site demolition, removal and disposal complete per 1 LS plan. 2. Construct Breezeway complete per plans and 1 LS specifications. TOTAL BID ALTERNATIVE SCHEDULE B (BREEZEWAY)AMOUNT IN NUMBERS: TOTAL BASE BID + BID ALTERNATIVE SCHEDULE A AMOUNT IN NUMBERS: TOTAL BASE BID + BID ALTERNATIVE SCHEDULE A + BID ALTERNATIVE SCHEDULE B AMOUNT IN NUMBERS: Bidder P-13 of 21 VICTORIA GARDENS CIVIC PLAZA PROJECT NO. 800-2023-20 Required Bid Proposal Forms Page 519 BIDDER AGREEMENT The undersigned also agrees as follows: FIRST: Within 15 calendar days from the receipt of the Notice of Award of Contract, to execute the contract, and to furnish to the City of Rancho Cucamonga, two (2) satisfactory bonds in the amounts specified in the Notice Inviting Bids guaranteeing the faithful performance of the work and payment of bills. SECOND: To begin work within ten (10) calendar days after the date specified in the Notice to Proceed and to prosecute said work in such a manner as to complete it within two hundred forty (240) working days after such specified date. Accompanying this proposal is cash, a cashier's check, or a certified check of a bidder's bond for not less than 10% of the total amount of the bid payable to the City which is to be forfeited, as liquidated damages, if, in the event the contractor does not execute the contract and furnish satisfactory bonds under the conditions and within the time specified in this proposal, otherwise said cash, cashiers' check, certified check, or bidders' bond is to be returned to the undersigned. Within 15 calendar days after award of the contract, the City of Rancho Cucamonga will return the bidder's bond accompanying such proposal not considered in making the award. All other bidders' bonds will be held until the expiration of sixty (60) days from the date of the award of contract. They will then be returned to the respective bidders whose proposals they accompany. BIDDER: IMPORTANT NOTICE: If bidder is a corporation, state legal name of corporation and names of the president, secretary, treasurer, and manager; co-partnership, state true name of firm and names of all individual copartners composing firm; or an individual, state first and last names in full. "I declare under penalty of perjury of the laws of the State of California the representations made herein are true and correct in accordance with the requirements of California Business and Professions Code Section 7028.15." California State Contractors License Number Expiration Date Bidder P-14 of 21 VICTORIA GARDENS CIVIC PLAZA PROJECT NO. 800-2023-20 Required Bid Proposal Forms Page 520 Bidder Agreement (continued) = Sig ature Name/Title Date Signature Name/Title Date Signature Name/Title Date Signature Name/Title Date Signature and title of the officer(s) set forth above shall be authorized to sign contracts on behalf of the corporation, co-partnership or individual. If signature is by an agent, other than an officer of the corporation or a member of a partnership, a Power of Attorney must be on file with the City of Rancho Cucamonga prior to or at time of bid opening; otherwise the bid will be subject to rejection by the City of Rancho Cucamonga. Bidder P-15 of 21 VICTORIA GARDENS CIVIC PLAZA PROJECT NO. 800-2023-20 Required Bid Proposal Forms Page 521 BIDDER INFORMATION The bidder shall furnish the following information. Additional sheets may be attached if necessary. Name of Firm: Type of Firm: Corporation Individual Partnership Business Mailing Address: Place of Business: Telephone No.: Contractor's License: State: License No.: Public Works DIR No.: Names and titles of all members of the firm: Number of years as a contractor in construction work of this type: Three projects of this type recently completed: Date Owner's Name & Contract Amount Type of Project Completed Address Person who inspected site of the proposed work for your firm: Name: Inspection Date: NOTE: If requested by the City, the Bidder shall furnish a notarized financial statement, references, and other information, sufficiently comprehensive to permit an appraisal of his current financial condition. Bidder P-16 of 21 VICTORIA GARDENS CIVIC PLAZA PROJECT NO. 800-2023-20 Required Bid Proposal Forms Page 522 SUBCONTRACTORS In compliance with Section 2-3 of the Standard Specifications and the Provisions of the Public Contract Code Section 4100, the undersigned bidder herewith sets forth the name, location of the place of business and California Contractors License Number of each subcontractor who will perform work or labor or render service to the general contractor in or about the construction of the work or improvement in an amount in excess of onehalf of one percent (1/2%) of the general contractor's total bid or, in the case of bids or offers for the construction of streets or highways, including bridges, in excess of onehalf of one percent (1/2%) of the general contractor's total bid or ten thousand dollars ($10,000.00), whichever is greater and the portion of the work which will be done by each subcontractor as follows: Subcontractor's Business License DIR Description of Percent (%) Name Address No No. Work of Total Bid Total % of the work to be performed by Subcontractors listed above: % Effective July 1, 2014, the bidder shall provide the California Contractor License Number of each subcontractor listed. New Section 4104 contains the following language: "An inadvertent error in listing the California contractor license number provided pursuant to paragraph (1) shall not be grounds for filing a bid protest or grounds for considering the bid nonresponsive if the corrected contractor's license number is submitted to the public entity by the prime contractor within 24 hours after the bid opening and provided the corrected contractor's license number corresponds to the submitted name and location for that subcontractor." Bidder P-17 of 21 VICTORIA GARDENS CIVIC PLAZA PROJECT NO. 800-2023-20 Required Bid Proposal Forms Page 523 DECLARATION OF ELIGIBILITY TO CONTRACT (Labor Code Section 1777.1; Public Contract Code Section 6109) The undersigned contractor, certifies and declares that: 1. The undersigned contractor is aware of Sections 1777.1 and 1777.7 of the California Labor Code,which prohibit a contractor or subcontractor who has been found by the Labor Commissioner or the Director of Industrial Relations to be in violation of certain provisions of the Labor Code, from bidding on, being awarded, or performing work as a subcontractor on a public works project for specified periods of time. 2. The undersigned contractor is not ineligible to bid on, be awarded or perform work as a subcontractor on a public works project by virtue of the foregoing provisions of Sections 1777.1 or 1777.7 of the California Labor Code or any other provision of law. 3. The undersigned contractor is aware of California Public Contract Code Section 6109, which states: "(a) A public entity, as defined in Section 1100 (of the Public Contract Code), may not permit a contractor or subcontractor who is ineligible to bid or work on, or be awarded, a public works project pursuant to Section 1777.1 or 1777.7 of the Labor Code to bid on, be awarded, or perform work as a subcontractor on, a public works project. Every public works project shall contain a provision prohibiting a contractor from performing work on a public works project with a subcontractor who is ineligible to perform work on the public works project pursuant to Section 1777.1 or 1777.7 of the Labor Code. (b) Any contract on a public works project entered into between a contractor and a debarred subcontractor is void as a matter of law. A debarred subcontractor may not receive any public money for performing work as a subcontractor on a public works contract, and any public money that may have been paid to a debarred subcontractor by a contractor on the project shall be returned to the awarding body. The contractor shall be responsible for the payment of wages to workers of a debarred subcontractor who has been allowed to work on the project." 4. The undersigned contractor has investigated the eligibility of each and every subcontractor the undersigned contractor intends to use on this public works project, and determined that none of them is ineligible to perform work as a subcontractor on a public works project by virtue of the foregoing provisions of the Public Contract Code, Sections 1777.1 or 1777.7 of the Labor Code, or any other provision of law. The undersigned declares under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed this _ day of 20_ at (place of execution), Calif o 'a. Signatu Name: Title: Company: Bidder P-18 of 21 VICTORIA GARDENS CIVIC PLAZA PROJECT NO. 800-2023-20 Required Bid Proposal Forms Page 524 CERTIFICATION OF NON-DISCRIMINATION BY CONTRACTORS As suppliers of goods or services to the City of Rancho Cucamonga, the firm listed below certifies that it does not discriminate in its employment with regard to age, disability, race, color, religion, sex, sexual orientation or national origin, that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment. We agree specifically: 1.To establish or observe employment policies which affirmatively promote opportunities for minority persons at all job levels. 2.To communicate this policy to all persons concerned, including all company employees, outside recruiting services, especially those serving minority communities, and to the minority communities at large. 3.To take affirmative steps to hire minority employees within the firm. FIRM: TITLE OF PERSON SIGNING: SIGNATURE: DATE: Please include any additional information available regarding equal opportunity employment programs now in effect within your firm. Bidder P-19 of 21 VICTORIA GARDENS CIVIC PLAZA PROJECT NO. 800-2023-20 Required Bid Proposal Forms Page 525 NON-COLLUSION DECLARATION The undersigned declares: I am the of the party making the foregoing bid. The bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation. The bid is genuine and not collusive or sham. The bidder has not directly or indirectly induced or solicited any other bidder to put in a false or sham bid. The bidder has not directly or indirectly colluded, conspired, connived, or agreed with any bidder or anyone else to put in a sham bid, or to refrain from bidding. The bidder has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the bidder or any other bidder, or to fix any overhead, profit, or cost element of the bid price, or of that of any other bidder. All statements contained in the bid are true. The bidder has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, to any corporation, partnership, company, association, organization, bid depository, or to any member or agent thereof, to effectuate a collusive or sham bid, and has not paid, and will not pay, any person or entity for such purpose. Any person executing this declaration on behalf of a bidder that is a corporation, partnership,joint venture, limited liability company, limited liability partnership, or any other entity, hereby represents that he or she has full power to execute, and does execute this declaration on behalf of the bidder. I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct and that this declaration is executed on (date), at (city), (state). ��2(Sli=_— ture Bidder P-20 of 21 VICTORIA GARDENS CIVIC PLAZA PROJECT NO. 800-2023-20 Required Bid Proposal Forms Page 526 BID BOND KNOW ALL MEN BY THESE PRESENT: THAT as Principals, and , as Surety, are held and firmly bound unto THE CITY OF RANCHO CUCAMONGA, COUNTY OF SAN BERNARDINO, hereinafter called the City, in the sum of dollars (not less than ten percent of the total amount of the bid), for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents. WHEREAS, said Principal has submitted a bid to said City to perform all work required under the Contract Documents entitled: "VICTORIA GARDENS CIVIC PLAZA" NOW, THEREFORE, if said Principal is awarded a contract by said City and, within the time and in the manner required under the headings "Instruction to Bidders" and "Schedule of Unit Cost and Lump Sum Amounts" bound with said Specifications, enters into a written contract on the form of agreement bound with said Specifications and furnishes the required bonds, one to guarantee faithful performance and the other to guarantee payment for labor and materials, then this obligation shall be null and void, otherwise it shall remain in full force and effect. In the event suit is brought upon this bond by said City and judgment is recovered, said surety shall pay all costs incurred by said City in such suit, including a reasonable attorney's fee to be fixed by the co rt. SIGNED AND SEALED, this _day of 20_ (Seal) (Seal) Business Name of Bidder (Principal) Business Name of Surety By: By: (Signature) (Signature) Title: Title: Individual Partnership Corporation Other, explain Bidder P-21 of 21 VICTORIA GARDENS CIVIC PLAZA PROJECT NO. 800-2023-20 Required Bid Proposal Forms Page 527 AMENDMENT NO. 3 to Professional Services Agreement(CO#2019-140) between Aufbau Corporation(hereinafter"Consultant") and City of Rancho Cucamonga(hereinafter the"City") This Amendment No. 2 will serve to amend the Professional Services Agreement (hereinafter "Agreement"), CO#2019-140,to incorporate the following: Section 3.1 Compensation. City shall compensate Consultant as set forth in Exhibit A-3, provided, however, that full, total and complete amount payable to Consultant shall not exceed $1,200,000. All other Terms and Conditions of the original Agreement CO#2019-140,will remain in full effect. IN WITNESS WHEREOF, the parties, through their respective authorized representatives, have executed this Amendment by way of signature by both parties and on the date indicated below. Please return two (2) original signed copies to the City no later than 9/6/2024. The City will process both copies for signature and provide Consultant with one (1) fully executed copy of the Amendment. Aufbau Corporation City of Rancho Cucamonga By: By: Name Date Name Date Title Title By: By: Name Date Name Date Title Title (two signatures required if corporation) Last Revised: 1112712018 Page 1 of I ATTAC H M EPtle 328 AufbauCorp. Consulting Engineers - Civil R Structural Engineering - Constriction Management - Prn.ect Management - Plan Review Spry C.PS August 7, 2024 City of Rancho Cucamonga 10500 Civic Center Drive Rancho Cucamonga, CA 91729 Attention: Mr. Michael Parmer Subject: Fee Proposal—Victoria Gardens Civic Plaza Construction Management Support Services Dear Mr. Parmer, Per your request, we have prepared this proposal letter in connection with the Victoria Gardens Civic Plaza project. Please see the attached spreadsheet for our anticipated scope of services and the associated fees. It is our understanding that two hundred and forty (240) working days have been assigned for the construction duration of the project. Our fee proposal provides for full-time services during the above construction period and includes additional anticipated services during the pre-construction and post construction phases of the project. Please note that our proposal sets a not-to-exceed fee corresponding to the anticipated duration of the project—our billings will reflect the actual hours provided for serving the project. Thank you for the opportunity provided to be of service. We are excited about the potential to collaborate with you on this project. Please let me know, should you have any questions or comments. Sincerely, Vartan Vartanians, Director of Engineering—Aufbau Corporation Attachment:Spreadsheet-Scope of Services/Fee 639 West Broadway, Glendale, CA 91204 Tel: (818) 240-3655 www.aufbau.com Page 529 Fee Proposal-August 7,2024 Victoria Gardens Civic Plaza Auf bau Corp. City of Rancho Cucamonga,CA Aufbau Hours Aufbau Hourly Rates/Fees Construction Principal Construction Fee Principal Manager Manager $200.00 $185.00 Task Task Description 1 Pre-Construction Phase Services 32 60 6 400.00 11 100.00 $17,500.00 2 Construction Phase Services(Anticipated 240 WorkingDays-1,920 Regular WorkingHours) 560 1920 $112,000.00 $355,200.00 $467,200.00 3 Project Closeout Services 60 200 $12,000.00 $37,000.00 $49,000.00 Subtotals 652 2,180 $130,400.00 $403,300.00 $533,700.00 Total $533,700.00 Task 1-Scope of Services;Pre-Construction Phase i. Attend Meetings ii. Review construction contract,construction drawings and specifications v. Review construction contractor's detailed project phasing,construction scheduling,and construction requirements and advise the City regarding same. Task 2-Scope of Services;Construction Phase i. Provide day-to day interface with City staff and the construction contractor. ii. Review Contractor's Baseline Schedule or alternatively Critical Path Method(CPM)Schedule.For CPM Schedule-Review Activity Floats,Project Floats,and Acitivity/Project Slacks.Monitor and iii. Provide daily reports of the construction contractor's activities on City's Virtual Project Manager-a cloud-based project management platform. iv. Conduct/schedule inspections as necessary to facilitate the progress and completion of work. v. Advise the City upon any special construction concerns that may delay the construction contractor from carrying out the work within schedule. vi. Throughout construction,verify work in progress and work not commenced.Notify the City of the cost and schedule impacts of the substantive change order requests. vii. Review all change order requests for necessity,accuracy and cost.Notify the City of the cost and schedule impacts of the substantive change order requests. viii.Evaluate compliance by testing and inspection agencies with the required scope,standards,procedures and frequency. ix. Review inspection and test reports and notify the City of observed deficiencies in the work. x. Make final reviews and reports on the acceptability of the completed work. xi. Review and process contractors progress payment applications. xii. Develop"punch-list"for incomplete,unsatisfactory,and non-coforming work. xiii. Participate in remediation of conflict resolution,should conflict arise between the City and the construction contractor. Task 3-Scope of Services,Project Closeout Phase i. Final Inspection to verify final completion of the work for the project. ii. Monitor status of retainage and recommend to the City the release thereof when applicable. iii. Monitor the receipt and transmittal of manuals,warranties,affidavits,receipts,releases and waivers of lien and claims or bonds indemnifying the City against claims. Page 530 NONgq I � RANCHO CUCAMONGA FIRE DISTRICT sww-f DATE: August 21, 2024 TO: President and Members of the Board of Directors FROM: John R. Gillison, City Manager INITIATED BY: Mike McCliman, Fire Chief Ty Harris, Deputy Fire Chief Darci Vogel, Fire Business Manager SUBJECT: Consideration of Amendment No. 001 to the Professional Services Agreement with Mary McGrath Architects for Conceptual Design Services in the Amount of $139,519 and Authorization to Appropriate $128,520. (FIRE) RECOMMENDATION: Staff recommends that the Fire Board: 1. Approve amendment No. 001 to the Professional Services Agreement, CO# FD 2022-006, with Mary McGrath Architects in the amount of$139,519 for Conceptual Design Services for ADA accessibility improvements at Fire Station 173, 174, and 175; and 2. Authorize an appropriation of$128,520 to the Fire Capital Fund (Fund 288). BACKGROUND: On April 20, 2022, the Fire District and Mary McGrath Architects (MMA) entered into a Professional Services Agreement (PSA), CO# FD 2022-006, for Conceptual Design Build services for the rebuild of Fire Station 171, ADA accessibility improvements at Fire Stations 173 and 174, and the addition of an urban park in front of Fire Station 173. On July 20,2022, the Fire District and MMA also entered into CO# FD 2022-010 for ADA accessibility improvements at Fire Station 175. The projects were to be completed utilizing a design-build process in order to streamline the design and construction process, as well as allow for greater flexibility in awarding a contract, higher quality work, and greater cost certainty with fewer change orders and delays. In order to expedite the ADA accessibility improvements at Fire Station 173, 174, and 175, the Fire District has determined the need to shift from a design-build process to a design-bid-build process. The rebuild of Fire Station 171 will continue under the design-build process. MMA has prepared the design-build bridging documents for the ADA accessibility improvements. In order to proceed with the design-bid-build process, the bridging documents will be the basis for the development of the construction documents. The specifications will be revised to be specific to the design-bid-build process, drawings will be submitted to the building department, bid documents will be prepared, and project support will be provided through construction and project close out. Page 531 ANALYSIS: MMA has provided a proposal to complete the construction documents for the ADA accessibility improvements at Fire Station 173, 174 and 175. The scope of work includes: 1. Construction Documents. • MMA will produce the complete construction plans and prepare a construction cost estimate to determine the expected cost of the project. 2. Bidding • MMA will assist the Fire District in preparing the documents for bid, respond to questions during bidding, prepare written clarifications and addenda, and issue any addenda to the potential bidders. 3. Construction Administration and Close-out • MMA will provide project support through close-out, including participating in weekly construction meetings, responding to Requests for Information, submittal review, substitution review, review of change order requests, and site visits to review the rough-in phases and perform a final punch list. Staff recommends that the Fire Board approve amendment No. 001 to CO# FD 2022-006 with Mary McGrath Architects to incorporate the following: 1. The parties will exercise the option to renew and extend Section 2, Term of Agreement, from through April 22, 2027. 2. The parties will modify the scope of services for Fire Stations 173 and 174 restroom improvements by changing the process from a design-build to a design-bid process and expanding the scope to include Fire Station 175 restroom improvement. 3. The parties will amend Section 3.1, Compensation, and increase the total not-to-exceed amount from $456,956 to a total not-to-exceed amount of$585,457. The new compensation amount includes a credit of $11,018 for the remaining tasks from the original design-build process, specifically design-build team selection and document review. All other Terms and Conditions of the original agreement will remain in full effect. FISCAL IMPACT: The total cost of the amendment is $128,501. An appropriation in the following accounts is needed for the amendment: Account No. Funding Description Amount Source F288 CC501 SC7004 Fire Protection FS 173 —ADA Improvements/ $42,840.00 PROJ-000074 Capital Fund Design & Enviro. Review F288 CC501 SC7004 Fire Protection FS 174 —ADA Improvements/ $42,840.00 PROJ-000072 Capital Fund Design & Enviro. Review F288 CC501 SC7004 Fire Protection FS 175 —ADA Improvements/ $42,840.00 PROJ-000088 Capital Fund Design & Enviro. Review TOTAL: $128,520.00 Page 2 Page 532 COUNCIL MISSION /VISION / GOAL(S) ADDRESSED: This item brings together portions of the Council's vision and core value by promoting and enhancing a safe and healthy community for all, and by providing continuous improvement through the construction of high-quality public improvements. ATTACHMENTS: Attachment 1 - Scope of Work Page 3 Page 533 March 4, 2024 Darci Vogel Business Manager Rancho Cucamonga Fire District No %WO 10500 Civic Center Dr. Rancho Cucamonga, CA 91729 Via E-mail: Darci.Vogel@cityofrc.us RE: Fire Station 173, 174 and 175 Construction Documents through CA Dear Darci; It is our pleasure to submit the attached scope of work and fee proposal to complete the construction documents for Fire Station 173, 174 and 175 Restroom Improvements.The bridging documents will be the starting point.We will submit the drawings to the building department, prepare the bid documents and support the project through construction and close out.The specifications will be revised to be specific to this project. It is assumed that all three fire station projects will be issued as a single bid package and will be built concurrently. It is assumed that a construction management team will manage the contractor during the construction phase and MMA will provide construction observation and support during that phase of the project. Finally, the team will prepare a final punch list and review close out documents. Please see the fee breakdown detail with the scope of work attached.The total proposed fee is$139,519. 1 have asked for a breakdown of the fee remaining from the team for the BD Team selection and document review for these projects and will have those numbers to you in the next week. We understand that time is of the essence on these projects and look forward to continuing our good working relationship with the City of Rancho Cucamonga and RC Fire Protection District.Thank you for the opportunity! Very sincerely, G q(1�'� Mary C. McGrath,AIA Principal Mary McGrath Architects mmcgrath@marymcgratharchitects.com License No. C24435 1623 BROADWAY 81122, OAKLAND, CALIFORNIA 94612 ■ 5,10.208.9400 ■ WWW.MARYMCGRATHARCHITECTS.COM Page 534 City of Rancho Cucamonga and Rancho Cucamonga Fire District Construction Documents Bidding and Construction Support for Fire Stations 173, 174 and 175 PROJECT DESCRIPTION The project design team has prepared bridging documents for privatization of the restroom/shower rooms at Fire Station 173, 174 and 175. In addition, the bridging documents identified flooring improvements at the Fire station 174 kitchen.This was for the intent of a design/build procurement process. It has been determined that it would be best to pursue these three projects under the design/bid build/process to expedite the delivery of these improvements. The project includes demolition of existing building elements and modifications to provide private restroom and showers. The new facilities will include upgraded private accessible restrooms conforming to the current codes. BUILDING IMPROVEMENTS The design development scope of work for the restroom reconfigurations has been completed.The reconfigurations are contained to the restroom cores except at Fire Station 174 which is receiving a new floor in the kitchen. New mechanical, plumbing, electrical and data systems are anticipated to be provided at the restroom areas of work. ADA upgrades are required in the areas of work. Minor structural alterations may occur at new wall locations. We assume that Westnet will provide the design for the installation of the alerting systems at the area of improvements and their work will be incorporated into the Contractor's contract. OFF-SITE IMPROVEMENTS There are no off-site improvements or utility upgrades anticipated. SCOPE OF WORK Task 1: Construction Documents Approach The approved bridging documents will be the basis for the development of the construction documents. MMA's architectural staff and the project consultant team will use the information developed in those documents and discussions to produce the complete construction plans. This task will occur in two phases. The first task is the completion of 95% documents. We will submit this substantially complete set for plan check by the City. It is anticipated that this set will be complete except for response to plan check questions. While the project is in plan check we will prepare a construction cost estimate to determine the expected cost of the project. Finally,the 100% documents will reflect all plan check comments and be permit ready.This will be the bid set. Deliverables ■ 95%construction documents for submittal to building department: — Dimensioned layout of final plans,sections,and elevations. — Door schedules. — Interior improvement detailing. — Interior finish schedule. ■ Interior design includes selection of interior materials and colors. 1 Page 535 ■ Design of all effected engineered systems including: — Structural design(limited scope). — Mechanical design. — Plumbing layout,design,and fixture schedule. — Electrical layout,design,and fixture schedule. — Data layout(as necessary) — Coordination with Westnet Fire alerting system layout. ■ Submittal of documents to the City Building Department and respond to plan check comments. Plan-check Response Listing. ■ One Estimate of Probably Cost based on 95%CD Set. ■ Complete product specifications. (Update and revised the existing DB specifications to only include the renovation scope of work)) ■ Complete equipment and material cut sheets. ■ Title 24 energy documentation. (Only as necessary for the renovation) ■ Review Draft Division 0 documents prepared by the City or City Representative. Coordinate with Division 1 documents prepared by MMA. ■ 100% Design Documents(bid documents). Meetings ■ One site visit prior to design to verify the existing conditions of each fire station. • One meeting to review progress set with client(virtual). Task 2: Bidding Approach Our team will assist the City in preparing the documents for bid.The documents will be advertised and submitted to plan rooms for bidding by the City or City Representative.There will be a pre-bid conference which the City or City Representative will organize and lead. We will respond to questions during bidding, prepare written clarifications and addenda.We will issue any addenda to the potential bidders. Deliverables ■ Written response to questions. ■ Preparation and issuance of addenda. Meetings ■ None Anticipated Task 3: Construction Observation and Close-Out Approach We anticipate a four-month construction period per project from kick-off meeting including close-out.We will attend the pre-construction meeting and provide a substantial complete walk-through for each project.We will participate in weekly construction meetings (virtually) and provide support to the field through our response to Requests for Information, submittal review, substitution review and change order requests. The mechanical and electrical subconsultants will attend one construction meeting to review the rough-in phases of their work and a second visit to perform a final punch list. We assume all the projects will proceed simultaneously and will be ready for rough in observation and final punch list review at the same time. 2 Page 536 Meetings and Deliverables ■ Attend pre-construction meeting. ■ Attend weekly construction meetings(virtually). ■ Review and respond to RFI's. ■ Coordination of construction progress review by MEP consultants. (Two site visits anticipated.) ■ Submittal/shop drawing processing and review. ■ Clarifications/field questions processing and response. ■ Final walk-through to determine substantial completion and to prepare punch list. ■ Final walk-through punch list. Work Scope Qualifications and Exclusions Products and services to be provided by the City: 1. Contract coordination with Westnet Work that is not included in the Contract Work Scope above but is available upon request: 1. Performance criteria for design/build commercial sprinkler system. 2. Structural upgrades beyond those required for gender privacy modifications. 3. Clerk of the Work and Construction Management. 4. Hearings,submittals,or negotiations with the City of Rancho Cucamonga Planning Department. (We anticipate that Planning Review is not necessary.) 5. Specialized energy analysis of the facility design, 6. LEED certification documentation preparation. Tota I Fee: Task 1 Construction Documents $85,618 Task 2 Bidding $8,153 Task 3 Construction Administration and Close-out $40,383 Total Professional Services Fee- Fixed Fee Contract: $134,153 Suggested Budget for Reimbursable Expenses: $5,366 Total Fee: $139,519 Reimbursable expenses would include travel expenses, printing, report publishing and professional rendering costs. It does not including the printing of internal check sets. All expenses will be billed at cost plus 10%. 3 Page 537 CITY OF RANCHO CUCAMONGA DATE: August 21, 2024 TO: Mayor and Members of City Council FROM: John R. Gillison, City Manager INITIATED BY: Zack Neighbors, Director of Building and Safety Services SUBJECT: Consideration of Approval of Amendment No. 2 to Contract 23-118 with BPR Consulting Group, Contract 23-121 with Interwest Consulting Group, and Contract 23-119 with Willdan for Plan Checks and Inspection Services and to Approve Additional Appropriations in the Amount of $73,000. (CITY) RECOMMENDATION: Staff recommends that the City Council approve Amendment No. 2 to Contract 23-118 with BPR Consulting Group, Contract 23-119 with Willdan, and Contract 23-121 with Interwest Consulting Group, for plan checks and inspections services. BPR, Interwest, and Willdan have been providing contract plan check services on many large and unique construction projects within the city, as well as augmenting the Plan Check Staff during their recent recruitments to fill vacancies. Staff is recommending the Approval of Additional Appropriations in the amount of $73,000 and amending the existing contracts 23-118, 23-121, and 23-119 to not exceed $83,333 per year and $1,000,000 total for all contracts combined for the life of the contracts. BACKGROUND: BPR Consulting Group, Interwest Consulting Group, and Willdan have been providing contract plan check services on many large and unique construction projects for the Building and Safety Services Department during the past year. Due to a continued robust economy and the need to send plan review to outside consults or to augment the plan check staffing while conduct recruitments to fill vacancies, these firms are required to maintain a high level of customer service and accommodate the needs of the development community to obtain timely approvals for building plan checks and inspections. ANALYSIS: The present contracts were initiated July 1, 2023, with a not to exceed of$50,000 per year. Each contract is for 3 years with the option for 3, 12- month extensions and are to not exceed $300,000 for each contract and not to exceed $900,000 in total for all contracts combined. The approval of additional appropriations in the amount of$73,000, augmented with salary savings, would amend the not to exceed for all 3 contracts to $83,333 per year and the total of all 3 contracts from $900,000 to $1,000,000. FISCAL IMPACT: The fiscal impact is as follows: Account number 1001302-5300 (Contract Services) for Fiscal Year 2024/2025 funded by additional plan check revenue and authorize the Building and Safety Services Director to execute the amendment accordingly. Page 538 COUNCIL MISSION /VISION /VALUE(S) ADDRESSED: This item supports the City Council's core values of intentionally embracing and anticipating the future. ATTACHMENTS: Attachment 1 - Amendment No. 2 Contract 23-118 Attachment 2 - Amendment No. 2 Contract 23-119 Attachment 3 - Amendment No. 2 Contract 23-121 Page 2 Page 539 City of Rancho Cucamonga CONTRACT NUMBER 2023-118 AMENDMENT NO. 2 to Professional Services Agreement(CO#2023-118) between (hereinafter"Contractor") and City of Rancho Cucamonga(hereinafter the"City") This Amendment No. 2 will serve to amend the Professional Services Agreement (hereinafter "Agreement"), CO#2023-118,to incorporate the following: Section 3 (Compensation) Consultant shall not exceed$83,333.00. All other Terms and Conditions of the original Agreement CO#2023-118,will remain in full effect. IN WITNESS WHEREOF,the parties,through their respective authorized representatives,have executed this Amendment by way of signature by both parties and on the date indicated below. Please return one(1) original signed copy to the City. The City will process copies for signature and provide contractor with one(1)fully executed copy of the Amendment. BPR Consulting Group City of Rancho Cucamonga By: By: Name Date Name Date Title Title By: By: Name Date Name Date Title Title (two signatures required if corporation) ATTACHMENT 1 Last Revised.• 1112712018 Page 1 of 1 Page 540 City of Rancho Cucamonga CONTRACT NUMBER AMENDMENT NO. 2 2023-229 to Professional Services Agreement(CO#2023-119) between (hereinafter"Contractor") and City of Rancho Cucamonga(hereinafter the"City") This Amendment No. 2 will serve to amend the Professional Services Agreement (hereinafter "Agreement"), CO#2023-119,to incorporate the following: Section 3 (Compensation) Consultant shall not exceed$83,333. All other Terms and Conditions of the original Agreement CO#2023-119,will remain in full effect. IN WITNESS WHEREOF,the parties,through their respective authorized representatives,have executed this Amendment by way of signature by both parties and on the date indicated below. Please return one (1) original signed copy. The City will process copies for signature and provide contractor with one (1)fully executed copy of the Amendment. Willdan City of Rancho Cucamonga By: By: Name Date Name Date Title Title By: By: Name Date Name Date Title Title (two signatures required if corporation) ATTACHMENT 2 Last Revised.• 1112712018 Page 1 of 1 Page 541 City of Rancho Cucamonga CONTRACT NUMBER 02.3-121 AMENDMENT NO. 2 to Professional Services Agreement(CO#2023-121) between (hereinafter"Contractor") and City of Rancho Cucamonga(hereinafter the"City") This Amendment No. 2' will serve to amend the Professional Services Agreement (hereinafter"Agreement"), CO#2023-121,to incorporate the following: Section 3 (Compensation)Consultant shall not exceed$83,333.00 All other Terms and Conditions of the original Agreement CO#2023-121 ,will remain in full effect. IN WITNESS WHEREOF, the parties, through their respective authorized representatives, have executed this Amendment by way of signature by both parties and on the date indicated below. Please return one (1) original signed copy to the City. The City will process copies for signature and provide with one (1) fully executed copy of the Amendment. Interwest Consulting Group City of Rancho Cucamonga By: By: Name Date Name Date Title Title By: By: Name Date Name Date Title Title (two signatures required if corporation) ATTACHMENT 3 Last Revised.• 1112712018 Page I of I Page 542 CITY OF RANCHO CUCAMONGA DATE: August 21, 2024 TO: Mayor and Members of the City Council FROM: John R. Gillison, City Manager INITIATED BY: Jason C. Welday, Director of Engineering Services/City Engineer Fred Lyn, Deputy Director of Engineering Services - Utilities Trina Valdez, Utilities Operations Supervisor SUBJECT: Consideration of Amendment No. 06 to the Agreement with International Line Builders, Inc. (CO19-086) in the Amount of $1,198,800, Plus a 10% Contingency and an Appropriation of Funds in the Amount of$1,231,180 from the Fiber Optic Network (Fund 711) and $87,500 from the Municipal Utility Fund (Fund 705) for the Arrow Route Distribution Line Extension Project. (CITY) RECOMMENDATION: Staff recommends the City Council: 1. Approve the plans and specifications for the Arrow Route Distribution Line Extension (Project) on file with the City Engineer; 2. Award and authorize the execution of an amendment to the existing agreement with International Line Builders, Inc. (CO19-086), the lowest responsive bidder for the Project, in the amount of$1,198,800; 3. Authorize the expenditure of a 10% contingency in the amount of$119,880; 4. Authorize appropriations in the amount of $1,231,180 to account number F71 1 CC304SC7009PID-2171-71 1 (Capital Projects-Arrow Rte Distribution Line Ext)from the Fiber Optic Network Fund (Fund 711) and $87,500 to account number F705CC304SC7009PID-2171-705 (Capital Projects-Arrow Rte Distribution Line Ext)from the Municipal Utility Fund (Fund 705); and 5. Authorize the inclusion of additional revenue in the amount of $1,119,250 into account number F711 CCOOORC9000 (Fund 711 — Reimbursement from Applicant) into the current fiscal year budget. BACKGROUND: In 2014, the initial Rancho Cucamonga Municipal Utility (RCMU) Arrow Route Distribution Line Extension project was built and constructed and included the installation of 2-5-inch conduits, substructures, and related work including underground cabling, splices, switches, terminators, grounding, testing, and energizing for a complete 12 kilovolt (kV) underground electric system. While the existing system has served RCMU's electric needs for the last ten years, the approval of the Fiber Optic Master Plan in 2017 and the redevelopment of the industrial parcels in the Southeastern portion of the City has necessitated that additional underground infrastructure be installed. Currently along Arrow Route from Rochester Avenue to Etiwanda Avenue, the other spare 5-inch Page 543 electrical conduit, which was previously empty and originally built as a redundant path is currently being occupied for fiber optic municipal broadband services to serve the Bridgepoint development as part of a development agreement. This spare 5-inch conduit will now need to be utilized for a new second 12 kV feeder electrical circuit to service additional load from cold storage refrigeration at the development. The developer of the Project and the current tenant (Applicants) at 12434 4th Street have agreed to pay for the construction re-route of a new fiber optic conduit path along Arrow Route from an existing fiber interconnection on the southeast corner of Arrow Route and Rochester Ave and the southeast corner of Arrow Route and Juneberry Road. The re-routing of this fiber optic cable conduit system will allow for the use for the new power cable in the spare 5-inch conduit, which will help the Applicant reduce the cost for the new 12 kV circuit run, as the use of the spare 5-inch conduit reduces the additional trenching that would have been required from the Arbors Substation. Lastly, with RCMU's Dig Once policy, any time a dry utility trench excavation or similar work in the public right of way occurs and if feasible and appropriate, the City will place additional conduit infrastructure for future purposes. In this case, two (2) additional 6 inch electric conduits will be installed in the joint trench with the two (2) 4 inch fiber conduits stubbing into the existing four RCMU electrical vaults along Arrow Route. This portion of the electrical conduits will be paid for by RCMU, while the remainder of the line extension costs will be paid for by the Applicants. ANALYSIS: A Request for Proposals for the Project was prepared and sent out to RCMU's three (3) pre- qualified vendors on July 18, 2024. On August 6, 2024, two (2) bids were received, and one (1) bidder declined participating for the Project. Staff reviewed the bids and found International Line Builders, Inc. as the lowest responsive bidder for the Project. Staff finds the bid to be reasonable and meeting the requirements of the bid documents. A copy of Amendment No. 06 to the Agreement with International Line Builders is on file with the City Clerk's office. The scope of the proposed award is required to be funded by the Applicant. In order to meet the Applicant's timeline for energizing the new circuit, staff is seeking a conditional award effective upon receipt of the funds from the Applicants. FISCAL IMPACT: The total cost of the Project is $1,318,680. Staff anticipates receiving funding up to $1,119, 250 from the Applicant for the scope of work under the proposed amendment. However, should payment not be received from the Applicant, the work under the proposed amendment will not move forward. Expenditures and revenues for this project have not been included in the Fiscal Year 2024/25 Adopted Budget, therefore, an appropriation is needed for project expenditures and to amend the budget for revenue reimbursed from the applicant in the following amounts and accounts: Account No. Funding Source Description Amount F711 CC304SC7009PID- Fiber Optic Network Arrow Rte Distribution $1,231,180 2171-711 Fund 711 Line Ext F711CC000RC9000 Fiber Optic Network Reimbursement from ($1,119,250) Fund 711 Applicant F705CC304SC7009PID- Municipal Utility Fund Arrow Rte Distribution $87,500 2171-705 Fund 705 Line Ext Page 2 Page 544 COUNCIL MISSION /VISION /VALUE(S) ADDRESSED: This item addresses the City Council's vision for the City by ensuring the construction and maintenance of high-quality public improvements that promote a world class community. ATTACHMENTS: None. Page 3 Page 545 CITY OF RANCHO CUCAMONGA DATE: August 21, 2024 TO: Mayor and Members of the City Council FROM: John R. Gillison, City Manager INITIATED BY: Jason C. Welday, Director of Engineering Services/City Engineer Fred Lyn, Deputy Director of Engineering Services - Utilities Trina Valdez, Utilities Operations Supervisor SUBJECT: Consideration of Amendment No. 12 to the Agreement with Pacific Utility Installation, Inc. (CO19-085) in the Amount of $43,200, Plus a 10% Contingency and Appropriation of Funds in the Amount of $47,520 from the Municipal Utility Fund (Fund 705) for the Bridgepoint Building 1 Cabling Project. (CITY) RECOMMENDATION: Staff recommends the City Council: 1. Approve the plans and specifications for the Bridgepoint Building 1 Cabling (Project) on file with the City Engineer; 2. Conditionally award and authorize the execution of an amendment to the existing agreement with Pacific Utility Installation, Inc. (CO19-085), the lowest responsive bidder for the Project, in the amount of$43,200; 3. Authorize the expenditure of a 10% contingency in the amount of$4,320; 4. Authorize the appropriation in the amount of $47,520 to account number F705CC304SC7009PID-2129-705 (Capital Projects-Bridgepoint Bldg 1 Cabling) from the Municipal Utility Fund (Fund 705); and 5. Authorize the inclusion of additional revenue in the amount of $43,200 into account number F705CC000RC4401 (Fund 705— Reimbursement from Applicant) into the current fiscal year budget. BACKGROUND: The Rancho Cucamonga Municipal Utility (RCMU) is preparing to serve the next phase of the Bridgepoint Building 1 Project, an existing development at 12434 4th Street. This next phase will require connecting the new 12 kilovolt (kV) circuit to a new onsite electrical service connection in Building 1 to be used for their new refrigeration cold storage load. ANALYSIS: A Request for Proposals for the Project was prepared and sent out to RCMU's three (3) pre- qualified vendors on July 22, 2024. On August 8, 2024, two (2) bids were received and one (1) declined participating in the bid for the Project. Staff reviewed the bids and found Pacific Utility Installation, Inc. as the lowest responsive bidder for the Project. Staff finds the bid to be reasonable and meeting the requirements of the bid documents. A copy of Amendment No. 12 to the Agreement with Pacific Utility Installation, Inc. is on file with the City Clerk's office. Page 546 The scope of the proposed award is required to be funded by the Applicant. In order to meet the Applicant's timeline for energizing the new circuit, staff is seeking a conditional award effective upon receipt of the funds from the Applicant. FISCAL IMPACT: The total cost of the Project is $47,520. Staff anticipates receiving funding up to $43,200 from the Applicant for the scope of work under the proposed amendment. However, should payment not be received from the Applicant, the work under the proposed amendment will not move forward. Expenditures and revenue for this project have not been included in the Fiscal Year 2024/25 Adopted Budget, therefore, an appropriation is needed for project expenditures and to amend the budget for revenue reimbursed by the applicant in the following accounts and amounts: Account No. Funding Source Description Amount F705CC304SC7009PID- Municipal Utility Fund Bridgepoint Bldg 1 $47,520 2129-705 Fund 705 Cabling F705CC000RC4401 Municipal Utility Fund Reimbursement from ($43,200) Fund 705 Applicant COUNCIL MISSION /VISION /VALUE(S) ADDRESSED: This item addresses the City Council's vision for the City by ensuring the construction and maintenance of high-quality public improvements that promote a world class community. ATTACHMENTS: None. Page 2 Page 547 CITY OF RANCHO CUCAMONGA DATE: August 21, 2024 TO: Mayor and Members of the City Council FROM: John R. Gillison, City Manager INITIATED BY: Jason C. Welday, Director of Engineering Services/City Engineer Fred Lyn, Deputy Director of Engineering Services - Utilities Trina Valdez, Utilities Operations Supervisor SUBJECT: Consideration of Amendment No. 13 to the Agreement with Pacific Utility Installation, Inc. (CO19-085) in the Amount of$1,550,340, Plus a 10% Contingency and Appropriation of Funds in the Amount of $1,705,380 from the Municipal Utility Fund (Fund 705) for the RCMU Cable and Conduit from the Arbors Substation to Sixth Street. (CITY) RECOMMENDATION: Staff recommends the City Council: 1. Approve the plans and specifications for Rancho Cucamonga Municipal Utility (RCMU) Cable and Conduit from the Arbors Substation to Sixth Street (Project) on file with the City Engineer; 2. Conditionally award and authorize the execution of an amendment to the existing agreement with Pacific Utility Installation, Inc. (CO19-085), the lowest responsive bidder for the Project, in the amount of$1,550,340; 3. Authorize the expenditure of a 10% contingency in the amount of$155,040; 4. Authorize an appropriation in the amount of $1,705,380 to account number F705CC304SC7009PID-2172-705 (Capital Projects-Substation to Sixth Cable and Conduit) from the Municipal Utility Fund (Fund 705); and 5. Authorize the inclusion of additional revenue in the amount of $1,550,340 into account number F705CC000RC4401 (Fund 705— Reimbursement from Applicant) into the current fiscal year budget. BACKGROUND: On June 1, 2022, the Rancho Cucamonga City Council approved the plans, specifications and construction of the Etiwanda Avenue and Sixth Street— Electric and Fiber Line Extension Project. In late 2023, the Rancho Cucamonga Municipal Utility (RCMU) completed the electric and fiber optic distribution line extension in order to provide RCMU electric and municipal broadband service to the newly developed or redeveloped industrial parcels on or adjacent to Etiwanda Avenue in the southeastern portion of the City. One of the newly developed sites located at 12434 4th Street approached RCMU indicating that the initial electric service was insufficient for a prospective future tenant that required significantly higher than anticipated demand load. After staff conducted extensive research and engineering load calculations, it was determined that the existing 12 kilovolt (kV)feeder circuit could not serve the additional building demand loads safely against potential overload and overcurrent conditions Page 548 and that a new 12 kV feeder circuit from the existing Arbors Substation's spare breaker to the 12434 4th Street site needed to be extended and built. These improvements include new cabling infrastructure, including cables, pad mounted switches and all necessary connections. The improvements will be paid for by the developer and the new tenant (Applicants) requesting the additional required electrical load. ANALYSIS: A Request for Proposals for the Project was prepared and sent out to RCMU's three (3) pre- qualified vendors on July 22, 2024. On August 8, 2024, two (2) bids were received and one (1) declined participating in the bid for the Project. Staff reviewed the bids and found Pacific Utility Installation, Inc. as the lowest responsive bidder for the Project. Staff finds the bid to be reasonable and meeting the requirements of the bid documents. A copy of Amendment No.13 to the Agreement with Pacific Utility Installation, Inc. is on file with the City Clerk's office. The scope of the proposed award is required to be funded by the Applicant. In order to meet the Applicant's timeline for energizing the new circuit, staff is seeking a conditional award effective upon receipt of the funds from the Applicants. FISCAL IMPACT: The total cost of the Project is $1,705,380. Staff anticipates receiving funding up to $1,550,340 from the Applicant for the scope of work under the proposed amendment. However, should payment not be received from the Applicant, the work under the proposed amendment will not move forward. Expenditures and revenue for this project have not been included in the Fiscal Year 2024/25 Adopted Budget, therefore, an appropriation is needed for project expenditures and to amend the budget for revenue reimbursed by the applicant in the following accounts and amounts: Account No. Funding Source Description Amount F705CC304SC7009PID- Municipal Utility Fund Substation to Sixth $1,705,380 2172-705 Fund 705 Cable and Conduit F705CC000RC4401 Municipal Utility Fund Reimbursement from ($1,550,340) Fund 705 Applicant COUNCIL MISSION /VISION /VALUE(S) ADDRESSED: This item addresses the City Council's vision for the City by ensuring the construction and maintenance of high-quality public improvements that promote a world class community. ATTACHMENTS: None. Page 2 Page 549 CITY OF RANCHO CUCAMONGA DATE: August 21, 2024 TO: Mayor and Members of the City Council FROM: John R. Gillison, City Manager INITIATED BY: Jennifer Hunt Gracia, Community Services Director Nathan Hunt, Community Services Superintendent Chandra Thomas, Management Analyst II I SUBJECT: Consideration of a One (1) Year Professional Services Agreement with Clair Global Integration DBA Sound Image with the Option to Renew in One-Year Increments for up to Two (2) Additional Years for a Total Not- to-Exceed Amount of $281,630 plus a 10% Contingency in the Amount of $28,163 for Proactive Inspections and Maintenance of the City's Audio-Visual Systems. (CITY) RECOMMENDATION: Staff recommends the City Council authorize the execution of a one (1) year Professional Services Agreement with Clair Global Integration DBA Sound Image with the option to renew in one-year increments for an additional two (2)years and a total not-to-exceed amount of$281,630 plus a 10% contingency in the amount of $28,163 over the term of the agreement for proactive inspections and maintenance of the City's audio-visual systems. BACKGROUND: The City has made an investment in state-of-the-art audio-visual (A/V) systems with installations at key facilities such as Quakes Stadium, Council Chambers, the Police Department's Real Time Information Center, the Library's Second Story and Beyond°, Victoria Gardens Cultural Center, Emergency Operations Center, and Central Park's banquet rooms. These systems were designed and installed by Clair Global Integration DBA Sound Image and have been essential for City operations, public meetings, and emergency responses. As usage and technological complexity have increased, the need for regular, proactive maintenance has become evident. Ensuring continuous optimal performance and preventing technical issues requires dedicated attention to the maintenance of the A/V systems. The A/V systems'advanced nature necessitates ongoing upkeep despite the initial high-quality installation. The City is seeking a structured maintenance program to support these critical A/V systems. As the initial designer and installer of the majority of A/V systems throughout the City, Clair Global Integration DBA Sound Image's expertise will now expand to take on the crucial role of providing maintenance and repairs as needed for City A/V systems. This decision is essential to maintain the A/V systems' reliability and functionality, ensuring the City's facilities continue to operate smoothly and efficiently. Page 550 ANALYSIS: The proposed agreement with Clair Global Integration DBA Sound Image includes four (4) quarterly scheduled preventative maintenance visits to each of the following City locations: Central Park Banquet Rooms (David Drier and Rancho Cucamonga Hall), City Hall Council Chambers and Broadcast Suite, Victoria Gardens Cultural Center (Celebration Hall and Courtyard), Library Second Story and Beyond, The Real Time Information Center, Quakes Stadium, and the Emergency Operations Center. The primary goals of this agreement are to increase the reliability and longevity of the installed A/V system equipment and to ensure that all A/V equipment functions continuously. This proactive maintenance approach aims to reduce the number of emergency service calls and ensure a consistently high-quality customer experience with A/V system performance. As part of the initial assessment, Clair Global Integration DBA Sound Image will document and establish a comprehensive list of all covered A/V equipment within the facilities, including locations, serial numbers, and operational status. This thorough inventory management of existing assets will serve as a baseline for ongoing maintenance and help in tracking the condition and performance of the City owned equipment. Quarterly scheduled preventative maintenance will further ensure that any potential issues are identified and addressed before escalation. Additionally, Clair Global Integration DBA Sound Image will provide loaner equipment when necessary and possible, minimizing downtime and limiting disruptions to City operations due to equipment failure. The agreement offers several advantages: the City will receive priority service response when requested, discounted rates for on-site service calls, and telephone support at no additional cost during normal business hours. If necessary, the agreement can also be utilized for the contractor to assist in other City facilities not listed in this report, upon mutual agreement by both parties. This comprehensive maintenance strategy is designed to maintain the high standards of the City's A/V systems, supporting the systems' continuous and reliable performance, to benefit City operations and the services provided to the community. FISCAL IMPACT: The estimated total expenditure for this agreement over three (3) years is $281,630 with a 10% contingency of$28,163 for a total of$309,793. Contingency funds will be used for any necessary service calls outside of the annually scheduled preventative maintenance and initial assessment. The initial agreement term for the first year is projected to cost $107,690 plus warranted contingency expenses and will be paid with existing budgeted funds from the following accounts: Account No. Funding Source Description Amount F001 CC402SC2106P0001 CSD: Central Park Operations Contract Services $21,956 F001 CC407SC2106P0017 CSD: Victoria Gardens Center Contract Services $21,957 F001 CC3126600SC2106 Public Works Contract Services $23,402 F001 CC2096600SC2106 DoIT Contract Services $20,000 F710CC6106600SC2106 Library Services Contract Services $10,375 F281 CC529SC21001 Fire Contract Services $10,000 The subsequent second and third optional term years will be evaluated for funding during the City's then-current budget cycle and are estimated to cost $86,970 annually plus warranted contingency expenses. Page 2 Page 551 COUNCIL MISSION /VISION /VALUE(S) ADDRESSED: This project supports the City Council's vision of relentless pursuit of improvement and intentionally embracing and anticipating the future. ATTACHMENTS: Attachment 1 — Professional Services Agreement Attachment 2 — Single Source Justification Memo Attachment 3— Single Source Justification Form Page 3 Page 552 ECONT:RACT ho Cucarnonga NUMBER AGREEMENT FOR 4-155 PROFESSIONAL SERVICES THIS AGREEMENT is made and entered into this 22 day of August, 2024, by and between the City of Rancho Cucamonga, a municipal corporation ("City") and Clair Global Integration, a Audio Visual Services Contractor ("Contractor"). RECITALS A. City has heretofore issued its request for proposals to perform the following services: Annual Maintenance and Support for audio visual systems throughout the City of Rancho Cucamonga. ("the Project"). B. Contractor has submitted a proposal to perform the services described in Recital "A", above, necessary to complete the Project. C. City desires to engage Contractor to complete the Project in the manner set forth and more fully described herein. D. Contractor represents that it is fully qualified and licensed under the laws of the State of California to perform the services contemplated by this Agreement in a good and professional manner. AGREEMENT NOW, THEREFORE, in consideration of performance by the parties of the mutual promises, covenants, and conditions herein contained, the parties hereto agree as follows: 1. Contractor's Services. 1.1 Scope and Level of Services. Subject to the terms and conditions set forth in this Agreement, City hereby engages Contractor to perform all services described in Recitals "A" and `B" above, including, but not limited to Annual Maintenance and Support for audio visual systems throughout the City of Rancho Cucamonga, all as more fully set forth in the Contractor's proposal, dated 7/2/24 and entitled "Scope of Work", attached hereto as Exhibit "A", and incorporated by reference herein. The nature, scope, and level of the services required to be performed by Contractor are set forth in the Scope of Work and are referred to herein as "the Services." In the event of any inconsistencies between the Scope of Work and this Agreement, the terms and provisions of this Agreement shall control. 1.2 Revisions to Scope of Work. Upon request of the City the Contractor will promptly meet with City staff to discuss any revisions to the Project desired by the City. Contractor agrees that the Scope of Work may be amended based upon said meetings, and, by amendment to this Agreement, the parties may agree on a revision or revisions to Contractor's compensation based thereon. A revision pursuant to Vendor Initials PSA without professional liability insurance(contractor) Page l Last Revised:05122114 ATTACHM g 153 this Section that does not increase the total cost payable to Contractor by more than ten percent (10%) of the total compensation specified in Section 3, may be approved in writing by City's Manager without amendment. 1.3 Time for Performance. Contractor shall perform all services under this Agreement in a timely, regular basis consistent with industry standards for professional skill and care, and in accordance with any schedule of performance set forth in the Scope of Work, or as set forth in a "Schedule of Performance", if such Schedule is attached hereto as Exhibit"A". 1.4 Standard of Care. As a material inducement to City to enter into this Agreement, Contractor hereby represents that it has the experience necessary to undertake the services to be provided. In light of such status and experience, Contractor hereby covenants that it shall follow the customary professional standards in performing the Services. 1.5 Familiarity with Services. By executing this Agreement, Contractor represents that, to the extent required by the standard of practice, Contractor (a) has investigated and considered the scope of services to be performed, (b) has carefully considered how the services should be performed, and (c) understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. Contractor represents that Contractor, to the extent required by the standard of practice, has investigated any areas of work, as applicable, and is reasonably acquainted with the conditions therein. Should Contractor discover any latent or unknown conditions, which will materially affect the performance of services, Contractor shall immediately inform City of such fact and shall not proceed except at Contractor's risk until written instructions are received from the City Representative. 2. Term of Agreement. The term of this Agreement shall be I year(s) and shall become effective as of the date of the mutual execution by way of both parties signature (the "Effective Date"). No work shall be conducted; service or goods will not be provided until this Agreement has been executed and requirements have been fulfilled. Parties to this Agreement shall have the option to renew in one (1) year increments to a total of 2 additional years, unless sooner terminated as provided in Section 14 herein. Options to renew are contingent upon the City Manager's approval, subject to pricing review, and in accordance to all Terms and Conditions stated herein unless otherwise provided in writing by the City. 3. Compensation. 3.1 Compensation. City shall compensate Contractor as set forth in Exhibit A, provided, however, that full, total and complete amount payable to Contractor shall not exceed $107,690 (One Hundred Seven Thousand, Six Hundred Ninety) for the initial first year term of this agreement. For the remaining one-year renewal option(s), the total and complete amount payable to Contractor shall not annually exceed $86,970 Vendor Initials PSA without professional liability insurance(contractor) Page 2 Last Revised:05122114 Page 554 (Eighty-Six Thousand, Nine Hundred Seventy), including all out of pocket expenses, unless additional compensation is approved by the City Manager or City Council. City shall not withhold any federal, state or other taxes, or other deductions. However, City shall withhold not more than ten percent (10%) of any invoice amount pending receipt of any deliverables reflected in such invoice. Under no circumstance shall Contractor be entitled to compensation for services not yet satisfactorily performed. The parties further agree that compensation may be adjusted in accordance with Section 1.2 to reflect subsequent changes to the Scope of Services. City shall compensate Contractor for any authorized extra services as set forth in Exhibit A. 4. Method of Payment. 4.1 Invoices. Contractor shall submit to City monthly invoices for the Services performed pursuant to this Agreement. The invoices shall describe in detail the Services rendered during the period and shall separately describe any authorized extra services. Any invoice claiming compensation for extra services shall include appropriate documentation of prior authorization of such services. All invoices shall be remitted to the City of Rancho Cucamonga, California. 4.2 City shall review such invoices and notify Contractor in writing within ten(10)business days of any disputed amounts. 4.3 City shall pay all undisputed portions of the invoice within thirty (30) calendar days after receipt of the invoice up to the not-to-exceed amounts set forth in Section 3. 4.4 All records, invoices, time cards, cost control sheets and other records maintained by Contractor relating to services hereunder shall be available for review and audit by the City. 5. Representatives. 5.1 City Representative. For the purposes of this Agreement, the contract administrator and City representative shall be Jennifer Hunt Gracia, or such other person as designated in writing by the City ("City Representative"). It shall be Contractor's responsibility to assure that the City Representative is kept informed of the progress of the performance of the services, and Contractor shall refer any decisions that must be made by City to the City Representative. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the City Representative. 5.2 Contractor Representative. For the purposes of this Agreement, Derek Lewis is hereby designated as the principal and representative of Contractor authorized to act in its behalf with respect to the services specified herein and make all decisions in connection therewith ("Contractor's Representative"). It is expressly understood that the experience, knowledge, capability and reputation of the Contractor's Representative were a substantial inducement for City to enter into this Agreement. Therefore, the Contractor's Representative shall be responsible during the term of this Vendor Initials PSA without professional liability insurance(contractor) Page 3 Last Revised:05122114 Page 555 Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. Contractor may not change the Responsible Principal without the prior written approval of City. 6. Contractor's Personnel. 6.1 All Services shall be performed by Contractor or under Contractor's direct supervision, and all personnel shall possess the qualifications, permits, and licenses required by State and local law to perform such Services, including, without limitation, a City business license as required by the City's Municipal Code. 6.2 Contractor shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services and compliance with the standard of care set forth in Section 1.4. 6.3 Contractor shall be responsible for payment of all employees' and subcontractors' wages and benefits, and shall comply with all requirements pertaining to employer's liability, workers' compensation, unemployment insurance, and Social Security. By its execution of this Agreement, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 6.4 Contractor shall indemnify, defend and hold harmless City and its elected officials, officers and employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from Contractor's violations of personnel practices and/or any violation of the California Labor Code. City shall have the right to offset against the amount of any fees due to Contractor under this Agreement any amount due to City from Contractor as a result of Contractor's failure to promptly pay to City any reimbursement or indemnification arising under this Section 6. 6.5 Consultant shall provide the City notice if any of its employees or its subcontractors and/or subcontractors' employees that are proposed to provide Services on any Projects are retirees from or current members of the California Public Employees' Retirement System (CalPERS). It is City Practice to decline the services of employees of Contractors who are CalPERS retirees or current members of CalPERS on any Project. In addition, Consultant's employees or subcontractors' employees providing Services on any Project shall work no more than 960 total hours in a fiscal year (July 1-June 30) combined for the City and other CalPERS agencies. 6.6 In the event that Consultant or any employee, agent, or subcontractor of Consultant or the subcontractor's employee, providing services under this Contract, is determined by a court of competent jurisdiction or staff of CAPERS, an Administrative Law Judge or the CalPERS Board of Administration to be eligible for enrollment as a member in CalPERS as an employee of the City, or by any other state or federal agency to be an employee of the City under any circumstances, Consultant shall Vendor Initials PSA without professional liability insurance(contractor) Page 4 Last Revised:05122114 Page 556 indemnify, defend, and hold harmless the City for the payment of any employee and/or employer contributions demanded by CAPERS, payment of any penalties and interest on such contributions, as well as payment of any damages, wages, assessments, awards, judgments or charges incurred in relation thereto, whether awarded by a court, Administrative law Judge or CAPERS any other state or federal agency, and payment of reasonable attorneys' fees incurred by the City in relation thereto. 6.7 Consultant agrees to follow the provisions of the Affordable Care Act and shall indemnify, defend, and hold harmless the City for the payment of any Affordable Care Act penalties, fines, damages, assessments, awards, judgments or charges that the City may incur as a result of Consultant or any employee, agent, subcontractor of Consultant or subcontractor's employee providing services under this Contract and payment of reasonable attorneys' fees incurred by the City in relation thereto. 6.8 Consultant agrees to follow the provisions of the California Paid Sick Leave Law (AB 1522) and shall indemnify, defend, and hold harmless the City for the payment of any related penalties, fines, damages, assessments, awards,judgments or charges that the City may incur as a result of Consultant or any employee, agent, or subcontractor of Consultant or subcontractor's employee providing services under this Contract and payment of reasonable attorneys' fees incurred by the City in relation thereto. 6.9 Consultant agrees to follow all applicable provisions of federal, state and local law, statute and regulation in performance of this Contract as it relates to employment of employees or otherwise, including but not limited to, the Federal Fair Labor Standards Act and proper withholding of taxes, and shall indemnify, defend and hold harmless the City for the payment of penalties, fines, damages, assessments, awards, judgments or charges that the City may incur as a result of Consultant, or any employee, agent, or subcontractor of Consultant, or subcontractor's employee, performing services under this Contract and payment of reasonable attorneys' fees in relation thereto. 7. Ownership of Work Product. 7.1 Ownership. All documents, ideas, concepts, electronic files, drawings, photographs and any and all other writings, including drafts thereof, prepared, created or provided by Contractor in the course of performing the Services, including any and all intellectual and proprietary rights arising from the creation of the same (collectively, "Work Product"), are considered to be "works made for hire" for the benefit of the City. Upon payment being made, and provided Contractor is not in breach of this Agreement, all Work Product shall be and remain the property of City without restriction or limitation upon its use or dissemination by City. Basic survey notes, sketches, charts, computations and similar data prepared or obtained by Contractor under this Agreement shall, upon request, be made available to City. None of the Work Product shall be the subject of any common law or statutory copyright or copyright application by Contractor. In the event of the return of any of the Work Product to Contractor or its representative, Contractor shall be responsible for its safe return to City. Under no Vendor Initials PSA without professional liability insurance(contractor) Page 5 Last Revised:05122114 Page 557 circumstances shall Contractor fail to deliver any draft or final designs, plans, drawings, reports or specifications to City upon written demand by City for their delivery, notwithstanding any disputes between Contractor and City concerning payment, performance of the contract, or otherwise. This covenant shall survive the termination of this Agreement. City's reuse of the Work Product for any purpose other than the Project, shall be at City's sole risk. 7.2. Assignment of Intellectual Property Interests: Upon execution of this Agreement and to the extent not otherwise conveyed to City by Section 7.1, above, the Contractor shall be deemed to grant and assign to City , and shall require all of its subcontractors to assign to City , all ownership rights, and all common law and statutory copyrights, trademarks, and other intellectual and proprietary property rights relating to the Work Product and the Project itself, and Contractor shall disclaim and retain no rights whatsoever as to any of the Work Product, to the maximum extent permitted by law. City shall be entitled to utilize the Work Product for any and all purposes, including but not limited to constructing, using, maintaining, altering, adding to, restoring, rebuilding and publicizing the Project or any aspect of the Project. 7.3 Title to Intellectual Property. Contractor warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality, thing or component as to which any intellectual property right exists, including computer software, used in the rendering of the Services and the production of the Work Product and/or materials produced under this Agreement, and that City has full legal title to and the right to reproduce any of the Work Product. Contractor shall defend, indemnify and hold City, and its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of City officials, harmless from any loss, claim or liability in any way related to a claim that City's use is violating federal, state or local laws, or any contractual provisions, relating to trade names, licenses, franchises, patents or other means of protecting intellectual property rights and/or interests in products or inventions. Contractor shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, software, equipment, devices or processes used or incorporated in the Services and materials produced under this Agreement. In the event City's use of any of the Work Product is held to constitute an infringement and any use thereof is enjoined, Contractor, at its expense, shall: (a) secure for City the right to continue using the Work Product by suspension of any injunction or by procuring a license or licenses for City; or (b) modify the Work Product so that it becomes non- infringing. This covenant shall survive the termination of this Agreement. 8. Status as Independent Contractor. Contractor is, and shall at all times remain as to City, a wholly independent contractor. Contractor shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act as an agent of City. Neither City nor any of its agents shall have control over the conduct of Contractor or any of Contractor's employees, except as set forth in this Agreement. Contractor shall not, at any time, or in any manner, represent that it or any of its officers, agents or employees are in any manner employees of City. Contractor shall pay all required taxes on amounts paid to Contractor under this Agreement, and to defend, indemnify and hold Vendor Initials PSA without professional liability insurance(contractor) Page 6 Last Revised:05122114 Page 558 City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Contractor shall fully comply with the workers' compensation law regarding Contractor and Contractor's employees 9. Confidentiality. Contractor may have access to financial, accounting, statistical, and personnel data of individuals and City employees. Contractor covenants that all data, documents, discussion, or other information developed or received by Contractor or provided for performance of this Agreement are confidential and shall not be disclosed by Contractor without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. All City data shall be returned to City upon the termination of this Agreement. Contractor's covenant under this Section shall survive the termination of this Agreement. This provision shall not apply to information in whatever form that is in the public domain, nor shall it restrict the Contractor from giving notices required by law or complying with an order to provide information or data when such an order is issued by a court, administrative agency or other legitimate authority, or if disclosure is otherwise permitted by law and reasonably necessary for the Contractor to defend itself from any legal action or claim. 10. Conflict of Interest. 10.1 Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Contractor further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Contractor shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Contractor shall not accept any employment or representation during the term of this Agreement which is or may likely make Contractor "financially interested" (as provided in California Government Code §§1090 and 87100) in any decision made by City on any matter in connection with which Contractor has been retained. 10.2 Contractor further represents that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Contractor, to solicit or obtain this Agreement. Contractor has not paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Contractor, any fee, commission, gift,percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Contractor hereunder the full amount or value of any such fee, commission,percentage or gift. 10.3 Contractor has no knowledge that any officer or employee of City has any interest, whether contractual, noncontractual, financial, proprietary, or otherwise, in this transaction or in the business of Contractor, and that if any such interest comes to the knowledge of Contractor at any time during the term of this Agreement, Contractor shall immediately make a complete, written disclosure of such interest to City, even if Vendor Initials PSA without professional liability insurance(contractor) Page 7 Last Revised:05122114 Page 559 such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in subsection 10.1. 11. Indemnification. 11.1 To the maximum extent permitted by law, the Contractor shall defend, indemnify and hold the City, and its elected officials, officers, employees, servants, volunteers, and agents serving as independent contractors in the role of City officials, (collectively, "Indemnitees"),free and harmless with respect to any and all damages, liabilities, losses, reasonable defense costs or expenses (collectively, "Claims"), including but not limited to Claims relating to death or injury to any person and injury to any property, which arise out of, pertain to, or relate to the acts, omissions, activities or operations of Contractor or any of its officers, employees, subcontractors, Contractors, or agents in the performance of this Agreement. Contractor shall defend Indemnitees in any action or actions filed in connection with any such Claims with counsel of City's choice, and shall pay all costs and expenses, including actual attorney's fees and experts' costs incurred in connection with such defense. The indemnification obligation herein shall not in any way be limited by the insurance obligations contained in this Agreement provided, however, that the Contractor shall have no obligation to indemnify for Claims arising out of the sole negligence or willful misconduct of any of the Indemnitees. 11.2 Nonwaiver of Rights. Indemnitees do not, and shall not, waive any rights that they may possess against Contractor because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. 11.3 Waiver of Right of Subro_ag tion. Except as otherwise expressly provided in this Agreement, Contractor, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation against the Indemnitees, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to activities or operations performed by or on behalf of the Contractor. 11.4 Survival. The provisions of this Section 11 shall survive the termination of the Agreement and are in addition to any other rights or remedies which Indemnitees may have under the law. Payment is not required as a condition precedent to an Indemnitee's right to recover under this indemnity provision, and an entry of judgment against Contractor shall be conclusive in favor of the Indemnitee's right to recover under this indemnity provision. Vendor Initials PSA without professional liability insurance(contractor) Page 8 Last Revised:05122114 Page 560 12. Insurance. 12.1 Liability Insurance. Contractor shall procure and maintain in full force and effect for the duration of this Agreement, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the services hereunder by Contractor, and/or its agents, representatives, employees or subcontractors. 12.2 Minimum Scope of Insurance. Unless otherwise approved by City, coverage shall be at least as broad as: (1) Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). (2) Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto). (3) Worker's Compensation insurance as required by the State of California, and Employer's Liability Insurance. 12.3 Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) Commercial General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. Commercial General Liability Insurance or other form with a general aggregate limit shall apply separately to this Agreement or the general limit shall be twice the required occurrence limit. (2) Automobile Liability: $2,000,000 per accident for bodily injury and property damage. (3) Employer's Liability: $1,000,000 per accident and in the aggregate for bodily injury or disease and Workers' Compensation Insurance in the amount required by law. (4) The Insurance obligations under this Agreement shall be the greater of(i) the Insurance coverages and limits carried by the Contractor; or (ii) the minimum Insurance coverages and limits shown in this Agreement. Any insurance proceeds in excess of the specified limits and coverage required which are applicable to a given loss, shall be available to the City. No representation is made that the minimum Insurance requirements of this Agreement are sufficient to cover the obligations of the Contractor under this agreement. Vendor Initials PSA without professional liability insurance(contractor) Page 9 Last Revised:05122114 Page 561 12.4 Deductibles and Self-Insured Retentions. Any deductibles or self- insured retentions must be declared to and approved by the City and shall not reduce the limits of coverage. City reserves the right to obtain a full certified copy of any required insurance policy and endorsements. 12.5 Other Insurance Provisions. (1) The commercial general liability and automobile liability policies are to contain the following provisions on a separate additionally insured endorsement naming the City, its officers, officials, employees, designated volunteers and agents serving as independent contractors in the role of City officials, as additional insureds as respects: liability arising out of activities performed by or on behalf of Contractor; products and completed operations of Contractor; premises owned, occupied or used by Contractor; and/or automobiles owned, leased, hired or borrowed by Contractor. The coverage shall contain no limitations on the scope of protection afforded to Ci . , its officers, officials, employees, designated volunteers or agents serving as independent contractors in the role of City officials which are not also limitations applicable to the named insured. (2) For any claims related to this Agreement, Contractor's insurance coverage shall be primary insurance as respects City, its officers, officials, employees, designated volunteers and agents serving as independent contractors in the role of City officials. Any insurance or self-insurance maintained by City, its officers, officials, employees, designated volunteers or agents serving as independent contractors in the role of City officials shall be in excess of Contractor's insurance and shall not contribute with it. (3) Contractor'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. (4) Contractor shall provide immediate written notice if(1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; (3) or the deductible or self insured retention is increased. In the event of any cancellation or reduction in coverage or limits of any insurance, Contractor shall forthwith obtain and submit proof of substitute insurance. Should Contractor fail to immediately procure other insurance, as specified, to substitute for any canceled policy, the City may procure Vendor Initials PSA without professional liability insurance(contractor) Page 10 Last Revised:05122114 Page 562 such insurance at Contractor's sole cost and expense. (5) Each insurance policy required by this clause shall expressly waive the insurer's right of subrogation against City, its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of City officials. (6) Each policy shall be issued by an insurance company approved in writing by City, which is admitted and licensed to do business in the State of California and which is rated ANII or better according to the most recent A.M. Best Co. Rating Guide. (7) Each policy shall specify that any failure to comply with reporting or other provisions of the required policy, including breaches of warranty, shall not affect the coverage required to be provided. (8) Each policy shall specify that any and all costs of adjusting and/or defending any claim against any insured, including court costs and attorneys' fees, shall be paid in addition to and shall not deplete any policy limits. (9) Contractor shall provide any and all other insurance, endorsements, or exclusions as required by the City in any request for proposals applicable to this Agreement. 12.6 Evidence of coverage.Prior to commencing performance under this Agreement, the Contractor shall furnish the City with certificates and original endorsements, or copies of each required policy, effecting and evidencing the insurance coverage required by this Agreement including (1) Additional Insured Endorsement(s), (2) Worker's Compensation waiver of subrogation endorsement, and (3) General liability declarations or endorsement page listing all policy endorsements. The endorsements shall be signed by a person authorized by the insurer(s) to bind coverage on its behalf. All endorsements or policies shall be received and approved by the City before Contractor commences performance. If performance of this Agreement shall extend beyond one year, Contractor shall provide City with the required policies or endorsements evidencing renewal of the required policies of insurance prior to the expiration of any required policies of insurance. 12.7 Contractor agrees to include in all contracts with all subcontractors performing work pursuant to this Agreement, the same requirements and provisions of this Agreement including the indemnity and insurance requirements to the extent they apply to the scope of any such subcontractor's work. Contractor shall require its subcontractors to be bound to Contractor and City in the same manner and to the same extent as Contractor is bound to City pursuant to this Agreement, and to require each of its subcontractors to include these same provisions in its contract with any sub- Vendor Initials PSA without professional liability insurance(contractor) Page 11 Last Revised:05122114 Page 563 subcontractor. 13. Cooperation. In the event any claim or action is brought against City relating to Contractor's performance or services rendered under this Agreement, Contractor shall render any reasonable assistance and cooperation that City might require. City shall compensate Contractor for any litigation support services in an amount to be agreed upon by the parties. 14. Termination. City shall have the right to terminate this Agreement at any time for any or no reason on not less than ten (10) days prior written notice to Contractor. In the event City exercises its right to terminate this Agreement, City shall pay Contractor for any services satisfactorily rendered prior to the effective date of the termination, provided Contractor is not then in breach of this Agreement. Contractor shall have no other claim against City by reason of such termination, including any claim for compensation. City may terminate for cause following a default remaining uncured more than five (5)business days after service of a notice to cure on the breaching party. Contractor may terminate this Agreement for cause upon giving the City D ten (10) business days prior written notice for any of the following: (1) uncured breach by the City of any material term of this Agreement, including but not limited to Payment Terms; (2) material changes in the conditions under which this Agreement was entered into, coupled with the failure of the parties to reach accord on the fees and charges for any Additional Services required because of such changes. 15. Notices. Any notices, bills, invoices, or reports authorized or required by this Agreement shall be in writing and shall be deemed received on (a) the day of delivery if delivered by hand or overnight courier service during Contractor's and City's regular business hours; or (b) on the third business day following deposit in the United States mail, postage prepaid, to the addresses set forth in this Section, or to such other addresses as the parties may, from time to time, designate in writing pursuant to the provisions of this Section. All notices shall be addressed as follows: If to City: Jennifer Hunt Gracia, Community Services Director City of Rancho Cucamonga 10500 Civic Center Drive Rancho Cucamonga, CA 91730 If to Contractor: Derek Lewis, Account Manager Clair Global Integration 2415 Auto Park Way Escondido, CA 92029 Vendor Initials PSA without professional liability insurance(contractor) Page 12 Last Revised:05122114 Page 564 16. Non-Discrimination and Equal Employment Opportunity. In the performance of this Agreement, Contractor shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation. Contractor will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation. 17. Assignment and Subcontracting. Contractor shall not assign or transfer any interest in this Agreement or subcontract the performance of any of Contractor's obligations hereunder without City's prior written consent. Except as provided herein, any attempt by Contractor to so assign, transfer, or subcontract any rights, duties, or obligations arising hereunder shall be null, void and of no effect. 18. Compliance with Laws. Contractor shall comply with all applicable federal, state and local laws, ordinances, codes and regulations in force at the time Contractor performs the Services. Contractor 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 compliance with 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, Contractor agrees to fully comply with such Prevailing Wage Laws. The applicable prevailing wage rate determinations can be found at hqp://www.dir.ca.gov/dlsr/DPreWageDetermination.htm Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services, available to interested parties upon request, and shall post copies at the Contractor's principal place of business and at the Project site. Contractor 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. 19. Non-Waiver of Terms, Rights and Remedies. Waiver by either party of any one or more of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement. In no event shall the making by City of any payment to Contractor constitute or be construed as a waiver by City of any breach of covenant, or any default which may then exist on the part of Contractor, and the making of any such payment by City shall in no way impair or prejudice any right or remedy available to City with regard to such breach or default. 20. Attorney's Fees. In the event that either party to this Agreement shall commence any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action or proceeding shall be entitled to recover its costs of suit, including reasonable attorney's fees and costs of experts. Vendor Initials PSA without professional liability insurance(contractor) Page 13 Last Revised:05122114 Page 565 21. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail. 22. Applicable Law and Venue. The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of California. Venue for any action relating to this Agreement shall be in the San Bernardino County Superior Court. 23. Construction. In the event of any asserted ambiguity in, or dispute regarding the interpretation of any matter herein, the interpretation of this Agreement shall not be resolved by any rules of interpretation providing for interpretation against the party who causes the uncertainty to exist or against the party who drafted the Agreement or who drafted that portion of the Agreement. 24. Entire Agreement. This Agreement consists of this document, and any other documents, attachments and/or exhibits referenced herein and attached hereto, each of which is incorporated herein by such reference, and the same represents the entire and integrated agreement between Contractor and City. This Agreement supersedes all prior oral or written negotiations, representations or agreements. This Agreement may not be amended, nor any provision or breach hereof waived, except in a writing signed by the parties which expressly refers to this Agreement. IN WITNESS WHEREOF, the parties, through their respective authorized representatives, have executed this Agreement as of the date first written above. Contractor Name: Clair Global Integration City of Rancho Cucamonga By: By: Name Date Name Date Title Title By: Name Date Title (two signatures required if corporation) Vendor Initials PSA without professional liability insurance(contractor) Page 14 Last Revised:05122114 Page 566 EXHIBIT A SCOPE OF SERVICES Vendor Initials PSA without professional liability insurance(contractor) Page 15 Last Revised:05122114 Page 567 CLAIR GLOBAL INTEGRATION (0 INTEGRATION Proposal CLAIR 1 . 0 TERMINOLOGY 1.1 For the sake of brevity this document utilizes many acronyms and other shorthand labels. They are as follows: A. Owner — City of Rancho Cucamonga B. CGI — Clair Global Integration C. Facility — 1. Central Park Banquet Rooms- Rancho Cucamonga and David Drier Hall 2. City Hall- City Council Chambers and Chambers Broadcast Suite 3. Victoria Gardens Cultural Center- Celebration Hall and Courtyard 4. Library-Second Story and Beyond 5. Real Time Information Center 6. Quakes Stadium 7. Emergency Operations Center D. PCMA — Preventive and Corrective Maintenance Agreement E. SPM — Scheduled Preventive / Corrective Maintenance F. PSC — Paid Service Call G. EWS — Extended Warranty Service H. AV — Installed equipment including, but not limited to the audio, video, and control systems. I. Visit — When used, the term "visit" implies one of the scheduled, quarterly trips to the Facility to provide preventive and corrective maintenance services. J. Call — When used, the term "call" implies that the Owner needed to make an unexpected phone call to request a non-scheduled trip to the Facility to provide urgent or emergency repair or service. K. Period — The number of months or years included in the PCMA. L. OFE — Owner-furnished equipment 2 . 0 DEFINITIONS 2.1 Preventive Maintenance: A. Quarterly "tune-ups" that are done so that the equipment and systems operate within factory specifications. West Coast HQ: 2415 Auto Park Way, Escondido, CA 92029 1 P: +1 760 737 3900 1 Website: www.clairglobal.com/integration Annual Maintenance and Support Plan Page 568 CLAIR GLOBAL INTEGRATION (0 INTEGRATION Proposal CLAIR B. SPM actions shall be performed on-site, at the Owner's Facility, for equipment being covered under this PCMA. 2.2 Corrective Maintenance: A. Replacement of failed or failing user-replaceable components such as lamps or fuses. B. Replacement components shall be provided or purchased by the Owner. 3 . 0 GENERAL CONDITIONS 3.1 Upon the receipt and acceptance of this PCMA, and a purchase order or payment per the terms of this Agreement, CGI will schedule and deliver four (quarterly) SPMs to the Owner's facilities. A. Typical SPM visits will include the required staff and days on-site to perform the SPM for each facility. B. Each SPM will be scheduled two weeks in advance with the noted on-site contact. 3.2 The purpose of the PCMA is to: A. Increase the reliability and longevity of the installed AV system equipment. B. Increase the chances that all AV equipment will function on a 24/7/365 basis. C. Decreases the number of emergency service calls. D. Decreases the number of customer complaints regarding the performance of the AV system. 3.3 Owner's Covered Equipment includes the following: A. All audio equipment new and existing. B. All video equipment new and existing. C. All AV rack room(s) and equipment new and existing. D. All control equipment new and existing. E. All other AV-related equipment new and existing. 1. Define other equipment: misc. cable, power supplies. 3.4 Facility equipment that is not covered includes: A. Non-AV related network switches, owner provided computers. West Coast HQ: 2415 Auto Park Way, Escondido, CA 92029 1 P: +1 760 737 3900 1 Website: www.clairglobal.com/integration Annual Maintenance and Support Plan Page 569 CLAIR GLOBAL INTEGRATION (0 INTEGRATION Proposal CLAIR 4 . 0 CGI' S OBLIGATIONS UNDER THE PCMA 4.1 An SPM visit shall include.- A. Two or more field technicians will visit the Facility to verify proper operation of the covered AV equipment. B. Installation of any factory provided hardware and/or software updates. C. Cleaning all AV devices. D. Checking and cleaning all cooling fans. E. Returning the equipment controls to pre-established operating levels. F. Verifying equipment operation. G. Reloading existing system operating software (if required). H. Lubricating any user-accessible moving parts. I. Electronically calibrating the AV equipment and correcting operating conditions that are not within industry standards for normal operation. 4.2 The on-site service hours for the four SPMs shall be 9:00 a.m. to 6:00 p.m. local time, Monday through Friday, unless otherwise agreed by both the Owner and CGI. A. Work must begin and end within the on-site service hours. 4.3 Abnormal Conditions: A. If abnormal operating conditions, outside industry standards, are noted during a SPM visit, and the repair or correction cannot easily be accomplished during the immediate SPM time window, a Paid Service Call will be scheduled to correct/repair the noted condition(s). See PSC details below in Section 10. B. If the CGI technicians find any malfunctioning equipment, or abnormal operating conditions outside industry standards, CGI will forward to Owner a description of the condition and a cost estimate to repair. C. Upon approval of the repair cost estimate, CGI will remove the equipment from site and either repair it at our shop or ship it to the manufacturer for repair service. 4.4 Loaner Equipment: West Coast HQ: 2415 Auto Park Way, Escondido, CA 92029 1 P: +1 760 737 3900 1 Website: www.clairglobal.com/integration Annual Maintenance and Support Plan Page 570 CLAIR GLOBAL INTEGRATION (0 INTEGRATION Proposal CLAIR A. Whenever necessary and possible, CGI will attempt to replace all critical AV equipment with suitable loaner equipment. B. If a non-critical piece of equipment cannot be repaired within five (5) working days, a loaner unit of comparable functionality will be provided at Owner's request. 1. When possible, loaner equipment will be provided at no cost to Owner. 2. Loaner equipment may not be an exact match to Owner's existing equipment and may not be compatible with Owner's mounting systems or integrated remote-control systems or other components of the system. 3. Owner agrees to be liable for the repair or replacement cost of the loaner unit due to loss or damage while the loaner equipment is in Owner's possession. 4.5 Annual Assessment.- A. At the start of the first PCMA period, CGI will document and establish a complete list of all covered AV equipment in the Facility, complete with locations, serial numbers, and operational status. The AV equipment logbook will become the property of the Owner. 1. If equipment is in dire need of replacement or upgrade, a cost will be provided to owner. 2. The equipment logbook will also include life expectancy estimates for the equipment, replacement scheduled and pricing (when requested by Owner). B. During each of the SPM visits, the equipment logbook will be updated with information regarding the status of the equipment, and maintenance rendered. C. Coordinate and set up requirements for remote access to AV systems where applicable. 4.6 Priority Service Response: A. Another advantage to having a PCMA with CGI is that the Owner receives priority service response when requested. B. CGI agrees to respond (via telephone, email, or text) to your request for service within four (4) hours of our receipt of the request. 1. Service/Support Contact: West Coast HQ: 2415 Auto Park Way, Escondido, CA 92029 1 P: +1 760 737 3900 1 Website: www.clairglobal.com/integration Annual Maintenance and Support Plan Page 571 CLAIR GLOBAL INTEGRATION (0 INTEGRATION Proposal CLAIR 2. Phone: 877-285-3494 3. Email: services-supportgclairglobal.com C. If "rush" service is requested, CGI agrees to have a service technician remote into systems or be on site, at the Owners Facility, within 24 hours of the requested service. 1. Customers outside the 120-mile radius should allow for additional travel time due to limitations and restrictions that may be out of our control. D. PCMA service customers that do not require a "rush" response, will automatically be moved to the top of our daily service priority list. 4.7 Emergency Service A. Service typically becomes an emergency when a major portion of a system goes down with only a few hours before an event that requires the system to function. B. PCMA service customers will receive Emergency Service response time of four (4) hours or less, if possible and received before 2:00pm Pacific Standard Time that same day. C. Customers requesting Emergency Service should realize that CGI may or may not be able to facilitate a timely repair of the problem. It is not uncommon that a piece of equipment that has failed cannot be repaired in the field; but rather must be sent to the manufacturer for repair. D. See Section 5.2 below for additional recommendations regarding the satisfactory resolution of Emergency Service situations. 5 . 0 OWNER' S OBLIGATIONS UNDER THE PCMA 5.1 Equipment Maintenance and Alteration: A. Owner must provide CGI with unrestricted access to the Facility and the AV equipment during the scheduled SPM visits. B. Owner may not alter the wiring interconnections of the AV equipment without consulting CGI during the period of the PCMA. C. Owner may not alter, repair, or modify the AV equipment without consulting CGI during the period of the PCMA. West Coast HQ: 2415 Auto Park Way, Escondido, CA 92029 1 P: +1 760 737 3900 1 Website: www.clairglobal.com/integration Annual Maintenance and Support Plan Page 572 CLAIR GLOBAL INTEGRATION (0 INTEGRATION Proposal CLAIR D. Owner must operate the equipment within the limits of the equipment functionality, as detailed in the manufacturer's user operations manual(s). E. Owner may not add or modify the equipment, components, wiring, other parts, or programming of the AV system without consulting CGI during the period of the PCMA. F. Provide CGI with all available plans and as-builts. 5.2 Backup Equipment Inventory: A. If the Owner considers their AV systems to be so critical to the operation of their organization or ongoing business operations that they cannot be without full functionality for more than one to two days, CGI recommends that the Owner maintain a backup inventory of parts, supplies, and equipment. B. The backup inventory should have a suitable replacement for many or most of the key devices within the system. 1. If requested, CGI will work with the Owner to establish the best and most cost-effective compliment of spares. C. Purchasing backup equipment 1. The backup equipment may be purchased by the Owner during the initial installation period and stored at or near the facility in which it will be used. If this approach is desired, CGI will charge cost plus 20% for the equipment. 2. A separate quotation will be prepared and submitted for approval if backup equipment is required. Contact your CGI account representative for more information. 6 . 0 ITEMS NOT COVERED UNDER THE PCMA 6.1 Parts and labor for all repairs outside the limits of the PCMA. A. All equipment and/or parts required for repairs will be invoiced at a rate of cost plus 1 5%. B. CGI labor, if required for any off-site repairs, will be charged at the rates noted in PCMA price schedule. C. Any required manufacturer's repair labor will be invoiced at a rate of cost plus 15%. West Coast HQ: 2415 Auto Park Way, Escondido, CA 92029 1 P: +1 760 737 3900 1 Website: www.clairglobal.com/integration Annual Maintenance and Support Plan Page 573 CLAIR GLOBAL INTEGRATION (0 INTEGRATION Proposal CLAIR D. All percentages stated herein are "margins," not "mark-up." 6.2 All consumable items, including batteries and projector lamps, are excluded from this PCMA, and will be quoted and invoiced separately. 6.3 Specialized rental equipment such as man lifts, and safety equipment will be provided and charged at a rate of cost plus 1 5%. 6.4 Unproductive service calls: A. If Owner contacts CGI to report a system complaint, failure, or perceived problem or failure, and no mechanical or electronic failure is found; or the problem is due to operator error, the Owner will, at CGI's sole discretion, be invoiced for the time spent, at the rates noted below in PCMA price schedule. 6.5 Control system or other software programming. Contract your CGI account representative to coordinate programming scope and pricing. 6.6 Any condition that existed prior to the start date of this PCMA; that would not have been obvious during a pre-inspection of the Facility and/or AV systems; and/or that was not communicated to CGI. 6.7 Service and repairs prohibited by statute, governmental regulation, or any other law. 6.8 Repair Transportation: A. If off-site repair is required, Owner agrees to pay for the round-trip transportation costs of the equipment from the Owner's Facility to CGI's shop, and/or the manufacturer, and back. B. Transportation will be provided by CGI's staff or by commercial carrier. C. Shipping and handling provided by CGI will be invoiced at a rate of cost plus 1 5%. 6.9 Any additional AV equipment purchased or obtained by Owner after the PCMA period has begun. A. If requested, CGI will prepare an additional quotation for servicing and maintaining any new or additional equipment. 6.10 Changes or modifications made to any AV equipment by any other third party during the period of this PCMA. 6.11 Training West Coast HQ: 2415 Auto Park Way, Escondido, CA 92029 1 P: +1 760 737 3900 1 Website: www.clairglobal.com/integration Annual Maintenance and Support Plan Page 574 CLAIR GLOBAL INTEGRATION (0 INTEGRATION Proposal CLAIR A. Operational training is not considered to be a part of this PCMA. 1. These services can be contracted separately. Please contact your CGI account manager for further information. 7 . 0 TRANSFER OF AGREEMENT 7.1 This Agreement may not be transferred to any other party without the express written consent of CGI and the payment of a transfer fee equal to not less than ten percent (10%) of the premium amount. SI may, at its sole discretion, choose to accept the transfer or to terminate this PCMA. 8 . 0 COMMENCEMENT , EXPIRATION , RENEWAL AND CANCELLATION OF THE AGREEMENT 8.1 The PCMA period shall commence upon the receipt of a purchase order or other acceptable payment guarantee, or on the date identified on the first page of this PCMA, whichever is later. A. No SPM work will be performed prior to the formal commencement of the PCMA. 8.2 On or before thirty (30) days following the start date of the PCMA, Owner may cancel this PCMA and receive a refund of the full premium if no services or benefits have been received by the Owner. 8.3 To cancel this PCMA, Owner must submit a notice of cancellation in writing to CGI. 8.4 If Owner does not meet the obligations of Section 5 or does not pay the premium within thirty (30) days of CGI's invoice, CGI has the right to cancel this PCMA upon forwarding written notice to Owner. A. In the event of cancellation due to non-payment, Owner agrees to be liable for the full cost of services and parts provided to Owner prior to the cancellation. B. If Owner does not meet the obligations under Section 5, CGI will provide a prorated refund based on the time expired and the services rendered under the PCMA. 8.5 Multi-year renewals: A. This PCMA has a period of one (1) year. Multi-year renewals are available at the following rates: West Coast HQ: 2415 Auto Park Way, Escondido, CA 92029 1 P: +1 760 737 3900 1 Website: www.clairglobal.com/integration Annual Maintenance and Support Plan Page 575 CLAIR GLOBAL INTEGRATION (0 INTEGRATION Proposal CLAIR 1. Two or three consecutive years: Initial rate minus 2.5% for each additional, consecutive year following the first year of the PCMA. Example: First year = $10,000, second year = $9,750, third year = $9,750. Total three-year contract value $29,500. 2. Terms for the renewal years shall be the same as for the first year. 3. Additional years will need to be proposed later due to potential labor cost increases. 4. A 15-day renewal grace period will begin on the first day following the end of any PCMA renewal period. Acceptance for additional years of service must be taken within the 15- day grace period to receive the discounts defined above. 8.6 Each PCMA period shall expire 12 months after the date of commencement. A. CGI shall complete any outstanding repair work on the AV systems that began prior to the expiration of the PCMA period. B. This PCMA shall not automatically renew. A renewal PCMA must be generated to provide coverage beyond the expiration date of this Agreement. C. The Owner must initiate a request for renewal of the PCMA period(s). D. Either Owner or CGI may decline to renew PCMA. 9 . 0 PAID SERVICE CALLS 9.1 PSC repair/service work, which is performed outside this PCMA, shall be billed as follows: A. Service Call: $215.00 flat rate (normally $250) to roll a vehicle to the Owner's Facility. B. Field Service: $125.00 per man hour (normally $145/hr.). Monday through Friday; during normal working hours of 8:00 am to 6:00 pm. C. Overtime work performed, Monday through Friday, will begin after eight (8) hours of work (including travel time) on any given calendar day. Overtime rate is $187.50/hr. (normally $217.50/hr.). D. The weekend and holiday rate are $250.00 per hour (normally $290/hr.). West Coast HQ: 2415 Auto Park Way, Escondido, CA 92029 1 P: +1 760 737 3900 1 Website: www.clairglobal.com/integration Annual Maintenance and Support Plan Page 576 CLAIR GLOBAL INTEGRATION (0 INTEGRATION Proposal CLAIR 9.2 By entering this PCMA contract, Owner agrees to allow CGI to bill for on-site PSC work as outlined above. 9.3 Telephone support will be provided at no additional cost during normal business hours. 10 . 0 PAYMENT 10.1 Payments shall be made to: Clair Global Integration, Inc. 2425 Auto Park Way Escondido CA, 92029 11 . 0 ACCEPTANCE , PCMA PRICING & EXECUTION 11.1 Acceptance: A. Any deviation from the terms and conditions outlined within this PCMA must be approved, in writing, by both the Owner's authorized representative and an officer or director of Clair Global Integration. 11.2 PCMA Price Summary Location Annual SPM Fee Initial Assessment Fee Central Park Banquet Rooms- Rancho Cucamonga and David $15,820.00 $3,080.00 Drier Hall City Hall- City Council Chambers and Chambers Broadcast $13,000.00 $2,345.00 Suite Victoria Gardens Cultural Center- Celebration Hall and $13,000.00 $2,345.00 Courtyard Library-Second Story and Beyond $9,000.00 $1,375.00 Real Time Information Center $7,500.00 $1,375.00 Quakes Stadium $17,880.00 $4,470.00 Emergency Operations Center $13,000.00 $3,500.00 SPM & ASSESSMENT SUB-TOTALS: $89,200.00 $18,490.00 ANNUAL MAINTENANCE &SUPPORT PLAN GRAND TOTAL $107,690.00 MULTI-YEAR (Up to 3 Years) $86,970.00 per year West Coast HQ: 2415 Auto Park Way, Escondido, CA 92029 1 P: +1 760 737 3900 1 Website: www.clairglobal.com/integration Annual Maintenance and Support Plan Page 577 CLAIR GLOBAL INTEGRATION (0 INTEGRATION Proposal CLAIR 11.3 PCMA Price Schedule Service Type Standard Rate PCMA Rate After Hrs./Weekend Rate Holiday Rate Flat Drive Time Rate $250.00 $215.00 N/A N/A Remote Tech Support $125.00 $110.00 $165.00 $180.75 On-Site Service 1-Hr Min $145.00 $125.00 $187.50 $250.00 Emergency Service (2-Hr Min) $175.00 $150.00 $225.00 $300.00 Programmer/Senior Engineer $160.00 $140.00 $210.00 $280.00 11.4 Execution: A. This Preventive and Corrective Maintenance Agreement shall become the formal written Agreement between the parties listed herein, upon the execution by both parties. B. Please sign and return one copy of the Agreement to Clair Global Integration. C. Full execution of this Agreement, and receipt of payment or PO, will be CGI's Notice to Proceed. West Coast HQ: 2415 Auto Park Way, Escondido, CA 92029 1 P: +1 760 737 3900 1 Website: www.clairglobal.com/integration Annual Maintenance and Support Plan Page 578 EXHIBIT B SCHEDULE FOR PERFORMANCE N/A Vendor Initials PSA without professional liability insurance(contractor) Page 16 Last Revised:05122114 Page 579 DATE(MMIDD/YYYY) A�" CERTIFICATE OF LIABILITY INSURANCE 5/16/2017 (M THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements . PRODUCER CONTNAME: Janet Kell Vantreo Insurance Brokerage PH°NE 707-546-2300 X 264 FAX 707-546-2915 100 Stony Point Rd, Suite 160 E-MAIL AIC No Santa Rosa CA 95401 ADDRE s:certs@vantreo.com INSURERS AFFORDING COVERAGE NAIC# INSURER A:Fireman's Fund Insurance Company 21873 INSURED SOUNIMA-01 INSURER B: So. California Sound Image, Inc. INSURERC: &TOAN, LLC 2425 Auto Park Way INSURER D Escondido CA 92029 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 1300889471 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY A X COMMERCIAL GENERAL LIABILITY Y Y AZC80912549 8/1/2016 8/1/2017 EACH OCCURRENCE $1,000,000 AM"CLAIMS-MADE � OCCUR PREM MSOEa occur ENTEence $1,000,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $Included GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY JE� LOC PRODUCTS-COMP/OP AGG $Included OTHER: $ A AUTOMOBILE LIABILITY Y Y MZA80320251 8/1/2016 8/1/2017 COMBINED SINGLE LIMIT $ Ea accident 1,000,000 X ANY AUTO BODILY INJURY(Per person) $ AUTOS NED SCHEDULED BODILY INJURY(Per accident) $ AUTOS HIRED AUTOS NON-OWNED PROPERTY DAMAGE $ AUTOS Per accident A X UMBRELLA LIAB X OCCUR N N XAU58049859 8/1/2016 8/1/2017 EACH OCCURRENCE $5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000 DED RETENTION$ $ A WORKERS COMPENSATION Y WZC81033941 6/1/2016 6/1/2017 X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ N/A E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 A Equipment Floater MSF07005911 8/1/2016 8/1/2017 SEE BELOW DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Worldwide, replacement cost coverage limits: Owned equipment$33,126,242; Equipment rented from others$15,400,000; Property of Others, $15,400,000; Property in Transit$4,000,000; Deductible$10,000. RE: Celebration Hall Video Repair City of Rancho Cucamonga, its officers, officials, employees, designated volunteers and agents serving as independent contractors in the role of City officials are included as additional insured with regards to General Liability per attached form which includes Waiver of Subrogation. Auto Waiver of Subrogation applies per attached form. Workers Compensation Waiver of Subrogation will be forwarded upon receipt. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Rancho Cucamonga THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 10500 Civic Center Drive ACCORDANCE WITH THE POLICY PROVISIONS. Rancho Cucamonga CA 91730 AUTHORIZED REPRESENTATIVE ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD Page 580 CIZXCGCOH 10-07 'nA, Firmaies FUM POLICY NUMBER 8 H4 AZC 8 0 91 2 5 4 9 ASSOCIATED INDEMNITY CORPORATION, NOVATO, CA (13) tiamed Insured Sequential Endorsement Number 005 SOUND IMAGE INC AMERICAN BUSINESS COVERAGE CHANGE ENDORSEMENT Effective 05/09/17, 12:01 A.M. , Standard Time at the address of the insured This is an Endorsement only. Other than changes shown, all other pre-existing coverage remains in full force and effect. Premium adjustments are shown. PREMIUM SUMMARY: ADDITIONAL PREMIUM DUE NOW $480 .00 Terrorism Risk Insurance Act ("The Act" ) - Certified Acts Coverage All Coverages Subject to the Act Excl WC and Umbrella - Covered $2.00 THE FOLLOWING CHANGES APPLY TO PROPERTY/LIABILITY COVERAGE ADDITIONAL INSURED - OWNERS, LESSORS OR CONTRACTORS (AB 90 67 12 93) ENDORSEMENT IS ADDED AND APPLIES AS FOLLOWS: A/I NO. 11 NAME: CITY OF RANCHO CUCAMONGA, ITS OFFICERS, OFFICIALS, EMPLOYEES, DESIGNATED VOLUNTEERS AND AGENTS STREET: 10500 CIVIC CENTER DRIVE CITY: RANCHO CUCAMONGA ST: CA ZIP CODE: 91730 THE FOLLOWING OTHER PROPERTY/LIABILITY COVERAGE IS ADDED: WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - POLICY AMENDMENT - SECTION II SCHEDULE NAME OF PERSON OR ORGANIZATIONS) CITY OF RANCHO CUCAMONGA SECTION II - LIABILITY COVERAGE, PART K. LIABILITY AND MEDICAL PAYMENTS GENERAL CONDITIONS, IS AMENDED TO INCLUDE: 6. TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US AND WAIVER OF SUBROGATION A. IF THE INSURED HAS RIGHTS TO RECOVER ALL OR PART OF ANY PAYMENT WE HAVE MADE UNDER THIS COVERAGE PART, THOSE RIGHTS ARE TRANSFERRED TO US. THE INSURED MUST DO NOTHING AFTER LOSS TO IMPAIR THOSE RIGHTS_ AT OUR REQUEST, THE INSURED WILL BRING OR TRANSFER THOSE RIGHTS TO US AND HELP US ENFORCE THEM. Countersignature of Authorized Agent: Date 05/09/17 Producer U.S. RISK, INC 25201 PASEO DE ALICIA, STE 265 LAGUNA HILLS CA 92653 CHANGE ENDORSEMENT CONTINUED ON PAGE 2 Page I Page 581 POLICY NUMBER 8 H4 AZC 8091 25 49 Named Insured Sequential Endorsement Number 005 (continued) SO= IMAGE INC WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST Continued OTHERS TO US - POLICY AMENDMENT - SECTION II B. IF REQUIRED BY A WRITTEN INSURED CONTRACT, WE WAIVE ANY RIGHT OF RECOVERY WE MAY HAVE AGAINST THE PERSON OR ORGANIZATION(S) SHOWN IN THE SCHEDULE ABOVE BECAUSE OF PAYMENTS WE MAKE FOR INJURY OR DAMAGE ARISING OUT OF YOUR ONGOING OPERATIONS OR YOUR WORK FOR THAT PERSON OR ORGANIZATION(S) . ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. Forms Added at the Inception of this Change Endorsement PROPERTY/LIABILITY AB9467 12-93 END OF CHANGE ENDORSEMENT Page 2 Page 582 CIZXCGCOH 10-07 'nA, Firmaies FUM POLICY NUMBER 8 H5 MZA 8032 02 51 AIMICAH AUTOMOBILE INSURANCE COMPANY, O'FALLON, NO (15) Named Insured Sequential Endorsement Number 005 SOUND IMAGE INC BUSINESS AUTO POLICY CHANGE ENDORSEMENT Effective 05/09/17, 12:01 A.M. , Standard Time at the address of the insured This is an Endorsement only. Other than changes shown, all other pre-existing coverage remains in full force and effect. Premium adjustments are shown. PREMIUM SUNK&RY: ADDITIONAL PREMIUM DUE NOW $251.00 The Premium shown includes Adjustable Premium(s) . Refer to Premium Adjustment Information attached. OTHER AUTOMOBILE COVERAGES - WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION)CA 04 44 10 13 SCHEDULE NAME(S) OF PERSON(S) OR ORGANIZATION(S) - CITY OF RANCHO CUCAMONGA INFORMATION REQUIRED TO COMPLETE THIS SCHEDULE, IF NOT SHOWN ABOVE, WILL BE SHOWN IN THE DECLARATIONS. Forms Added at the Inception of this Change Endorsement CA0444 10-13 Countersignature of Authorized Agent: Date 05/09/17 Producer U.S. RISK, INC 25201 PASEO DE ALICIA, STE 265 LAGUNA HILLS CA 92653 END OF CHANGE ENDORSEMENT Page 1 Page 583 IW k�� CITY OF RANCHO CUCAMONGA DATE: July 10, 2024 MEMORANDUM TO: Ruth Cain, Procurement Manager Community Services Department FROM: Chandra Thomas, Management Analyst III BY: Darrell Richardson, Management Analyst I SUBJECT: SINGLE SOURCE JUSTIFICATION — Sound Image The City of Rancho Cucamonga is seeking a contractor to provide proactive inspections and maintenance as needed for its audio visual (A/V) systems. Sound Image is the ideal single source vendor for this project because they are the designer and installer of the AN systems at the following City sites: • Quakes Stadium • Council Chambers • Police Department's RTIC • Second Story and Beyond • Victoria Gardens Cultural Center (excluding Biane Library) • Emergency Operations Center • All Risk Training Center • Central Park Banquet Rooms — Rancho Cucamonga Hall and David Drier Hall Sound Image has a well-established relationship with the City and has a proven track record of providing high-quality AN services. They are also familiar with the AN systems at the City's facilities and have the expertise to provide the necessary maintenance and repairs. In addition, Sound Image is able to offer the City a competitive price for the AN maintenance services. They have a team of experienced technicians who are available to respond to technical issues. The City believes that Sound Image is the best-qualified vendor to provide AN maintenance services and is requesting a single-source award for this project. The City aims to leverage Sound image's expertise and experience by establishing a 1-year agreement with the option to renew for up to 2 additional years. Page 1 of 1 ATTACH% V5& CITY OF RANCHO CUCAMONGA SINGLE/SOLE SOURCE JUSTIFICATION FOR PURCHASES $8,500 AND ABOVE RANCHO CUCAMONGA CALIFORNIA The below information is provided in support of my Department requesting approval for a single/sole source. Outside of a duly declared emergency, the time to develop a statement of work or specifications is not in itself justification for single or sole source. Vendor: Sound Image Date: July 10, 2024 Commodity/Service:Audio Visual Maintenance Estimated expenditure: $309,859 Your Name: Darrell Richardson Extent of market search Conducted: Sound Image designed and installed the City's AN systems,and as such have a deep understanding of the systems.Anew vendor would need time to learn these systems,leading to costly and disruptive operations. Price Reasonableness:The vendor had the lowest bid during installation and still offers reasonable prices. Does moving forward on this product/service further obligate the City to future similar contract actual arrangements? No. The Community Services Department would establish a 1-year agreement with the option to renew for up to 2 additional years. DEFINITIONS: SINGLE SOURCE — a transaction with a business entity that is chosen, without competition, from among two or more business entities capable of supplying or providing the goods or services that meet the specified need. SOLE SOURCE - A transaction with the only business entity capable of supplying or providing the goods or services that meet the specified need. Initial all entries below that apply to the proposed purchase (more than one entry will apply to most single/sole source products/services requested). If needed, attach a memorandum containing complete justification and support documentation as directed in initial entry. This is a Single Source ❑� THIS IS A SOLE SOURCE PURCHASE ❑ (check one). 1. SINGLE/SOLE SOURCE REQUEST IS FOR THE ORIGINAL MANUFACTURER, THERE ARE NO REGIONAL DISTRIBUTORS. (Item no. 3 also must also be completed). 2. THE PARTS/EQUIPMENT ARE NOT INTERCHANGEABLE WITH SIMILAR PARTS OF ANOTHER MANUFACTURER. (Explain in separate memorandum). ATTACHMENT 3 Page 585 I:APURCHASE\TEMPLATES,F0RMS\RFQ,RFQua1,RFB,RFP TEMPLATES\Sole Source Justification Form.doc Single/Sole Source Justification Form Page 2 3. THIS IS THE ONLY KNOWN ITEM OR SERVICE THAT WILL MEET THE SPECIALIZED NEEDS OF THIS DEPARTMENT OR PERFORM THE INTENDED FUNCTION. (Attach memorandum with details of specialized function or application). 4. UNIQUE FEATURES OF THE SUPPLY/SERVICE BEING REQUESTED. THERE IS NO ALTERNATIVE SUPPLIER. (Attach memorandum with reasons why these unique features are and what benefit the City will accrue.) 5. THE PARTS/EQUIPMENT ARE REQUIRED FROM THIS SOURCE TO PERMIT STANDARDIZATION (Attach memorandum describing basis for standardization request). 6. ✓ NONE OF THE ABOVE APPLY. A DETAILED EXPLANATION AND JUSTIFICATION FOR THIS SINGLE/SOLE SOURCE REQUEST IS CONTAINED IN ATTACHED MEMORANDUM. The undersigned requests that competitive procurement be waived, and that the vendor identified as the supplier of the service or material described in this single/sole source justification be authorized as a single/sole source for the service or material. Department Head: Department: community Services F7 APPROVED F7 APPROVED WITH CONDITION/S F7 DISAPPROVE Comments: $5,000 - $49,999 APPROVED BY PURCHASING MANAGER: Date: $50,000 - $150,000 APPROVED BY CITY MANAGER: Date: $150,000 AND OVER See comments above by Purchasing Division, attach to Council Request CITY COUNCIL ACTION: Date: I:APURCHASE\TEMPLATES,F0RMS\RFQ,RFQua1,RFB,RFP TEMPLATES\Sole Source Justification Form.doc Page 586 05/23/2024 CITY OF RANCHO CUCAMONGA DATE: August 21, 2024 TO: Mayor and Members of the City Council FROM: John R. Gillison, City Manager INITIATED BY: Jason C. Welday, Director of Engineering Services/City Engineer Marlena Perez, Principal Engineer Romeo David, Associate Engineer Vishal Lad, Assistant Engineer SUBJECT: Consideration of a Contract with Gentry Brother's, Inc. in the Amount of $2,249,865 Plus 10% Contingency for Fiscal Year 2024/25 Major Arterials Pavement Rehabilitation Project (Project) for Base Line Road and Hermosa Avenue. This Project is Exempt From the Requirements of the California Environmental Quality Act (CEQA) per Government Code Section 15301 — Existing Facilities. (CITY) RECOMMENDATION: Staff recommends that the City Council: 1. Approve the plans and specifications on file with the City Engineer for the Fiscal Year 2024/25 Major Arterials Pavement Rehabilitation Project (Project) for Base Line Road and Hermosa Avenue; 2. Accept the bids received for the Project; 3. Award and authorize the execution of a contract for the Fiscal Year 2024/25 Major Arterials Pavement Rehabilitation Project in the Base Bid amount of $2,249,865 to the lowest responsive bidder, Gentry Brother's, Inc.; and 4. Authorize the Director of Engineering Services or his designee to approve the expenditure of a 10% contingency for the Fiscal Year 2024/25 Major Arterials Pavement Rehabilitation Project in the amount of$224,985. BACKGROUND: As part of the annual budgeting process, the Engineering Services Department identifies major arterials in need of resurfacing for inclusion in the Five-Year Major Projects Program and annual City budget. The selection process for the Major Arterials Program is based on data included in the City's Pavement Management System (PMS). The PMS is a planning tool that analyzes existing pavement conditions, assigns a Pavement Condition Index, and provides a recommended pavement treatment. Typical treatments used by the City include pavement resurfacing and full pavement reconstruction. After conducting field investigations, staff confirms the data and recommendations obtained from the PMS and prepares plans, specifications, and estimates for each planned project prior to requesting bids. The existing asphalt pavement Page 587 conditions for sections alongside Base Line Road, from Day Creek Boulevard to Forester Place, and Hermosa Avenue, from Wilson Avenue to the northern City limit, have deteriorated to the point that resurfacing is required to extend the life of pavement and improve rideability. This Project has been included in the Major Projects Program budget for Fiscal Year 2024/25. A vicinity map is included as Attachment 1. The City uses asphalt rubber hot mix overlay for major arterials as a paving method to apply a new layer of asphalt to deteriorating roadway surfaces. Instead of demolishing the old asphalt surface completely, the asphalt rubber hot mix overlay will use the existing layers as a base for the new asphalt pavement. An asphalt rubber hot mix overlay project extends the life of the pavement an additional 15 to 20 years. ANALYSIS: The scope of work to be performed consists of weed killing, routing and crack sealing, cold milling, asphalt rubber hot mix overlay, grinding and patching asphalt concrete, adjusting existing manholes and valves to new grade, restriping and installing pavement markings, upgrading curb ramps to meet ADA standards, installing traffic signal video detection, installing of green bike lane thermoplastic striping, and tree removals. The contract documents call for 80 working days to complete this Project. The Notice Inviting Bids was released to the general contracting community and was published in the Daily Bulletin newspaper on July 9 and July 16, 2024. The City Clerk's office facilitated the formal solicitation for bidding the Project on July 23, 2024. The City Clerk's office received eight (8) construction bids. The Engineer's estimate for the project was $3,050,000. The apparent low bidder, Gentry Brother's, Inc., submitted a bid in the amount of$2,246,985; however, there were two (2) errors in the original bid. The total amount on bid item number 5 was not equal to the unit price times the quantity and the unit price and total amount for bid item number 8 were omitted. Gentry Brother's, Inc. provided a memorandum (included as Attachment 3) on July 24, 2024, clarifying the errors and indicating that the total corrected bid amount is $2,249,865. These revisions were minor and therefore do not impact the lowest bidder, as the next lowest bidder was $2,613,000. The full bid summary, with the corrected bid amounts is included as Attachment 2. Engineering staff has reviewed all the bids received and found all to be complete and in accordance with the bid requirements with any irregularities to be inconsequential. Staff has completed the required background investigation and finds the lowest responsive bidder Gentry Brother's, Inc. meets the requirements of the bid documents. Staff has determined that the Project is Categorically Exempt from the requirements of the California Environmental Quality Act (CEQA) per Section 15301 "Existing Facilities" subsection (c), Class 1. FISCAL IMPACT: Anticipated construction costs are estimated to be as follows: Expenditure Category Amount Construction Contract $2,249,865 Construction Contract Contingency (10%) $224,985 Construction Inspection Services $84,240 Construction Materials Services $83,600 Construction Monumentation Services for Baseline Road $22,500 Construction Monumentation Services for Hermosa Avenue $9,345 Bid Noticing Advertisement $1,690 Estimated Construction Costs $2,676,225 Page 2 Page 588 A total of $3,500,000 is budgeted, made available, and shown in the approved Fiscal Year 2024/25 Budget from the Road Maintenance and Rehabilitation (RMRA) (Fund 179). Funding for this Project is identified under the account numbers and in the amounts listed below: Account No. Funding Description Amount Source F179-CC303-SC7004 RMRA Fund Base Line Road Pavement $1,776,225 PROJ-000078 (179) Rehab F179-CC303-SC7004 RMRA Fund Hermosa Avenue $900,000 PROJ-000216 (179) Pavement Rehab Total Project Funding $2,676,225 COUNCIL MISSION /VISION /VALUE(S) ADDRESSED: This Project meets our City Council's core values by promoting and enhancing a safe and healthy community for all, and by providing continuous improvement through the construction of high- quality public improvements. ATTACHMENTS: Attachment 1 —Vicinity Map Attachment 2 — Bid Summary Attachment 3— Bid Correction Memorandum Page 3 Page 589 ATTACHMENT 1 FY 2024-25 MAJOR ARTERIALS PAVEMENT REHABILITATIONS FOR "BASE LINE ROAD" From Day Creek Boulevard to Forester Place AND "HERMOSA AVENUE" From Wilson Avenue to North City Limit NOT TO SCALE Almond St Deer Creek ■ [Hormel ` Hillside Rd Hlllsld fi I I 4�.ei5 Project Sitel ; a ti11son Ave I Wilson Ave Thoroughbred`' 3 ChaffL • , college 5. Banyan St Banyan 5t St Catch «. Lemon Ave Lemon Ave "pr virtta } 8a51m Alta Lama Dr i Em - Alta Loma �+ A m w e ' v, victoria5t Grapeland Project Site T 4� rt Etiwanda o a x fp Upland Hills •�« � � `p Gauntry club Base Line Rd a ¢ C { «r q E < + N C 9 14th St f tam ID + 15 y fu 3 a Rancho Q 6 a Cucamonga , s row H v c Arrow rite Arrow Rte w y a m 9th St m m North Jersey Blvd Whittr-n Ave Kaiser E 8th Sr + ■ ■ ■�8th st Cucamonga St E 7th St + p } ♦ 7 sL + 1p @ Q < I E 6bj th St 6th st y o d + fl E ] Y } { = L +P E Ath St, en . . . . . . — • fk ci• San Bernardino Ave Project Site Nage 590 ATTACHMENT BID SUMMARY:BID DATE:My 23,2024 APPARENT LOW BIDDER 2 3 4 5 6 7 8 FY2024-25 MAJOR ARTERIALS PAVEMENT REHABILITATION PROJECT FOR BASELINE ENGINEER'S ESTIMATE G-y-h-Ec Gyax PavingComPmy lac Mmich Comomtioo All American Asphdt Hardy&ff p 1- Sequel ConlmeNrs,Ina. the RJNabI-pny -6 CaaeM1adian company ROAD AND HERMOSA AVENUE BASE BID A-BASELINE ROAD PAVEMENT REHABILITATION PROJECT UNIT BID UNIT BID UNIT BID UNIT BID UNIT BID UNIT BID UNIT BID UNIT BID UNIT BID NO QTY UNIT ESCILPTION COST AMOUNT COST AMOUNT COST AMOUNT COST AMOUNT COST AMOUNT COST AMOUNT COST AMOUNT COST AMOUNT COST AMOUNT 1 SL trio sid dnral1evas,1oma er&i lbrub n niudlcln vzitloiiaboM $150,000.00 $150,000.00 $50,000.00 $50,000.00 $99,895.96 $99,995,96 05,000.20 $205,00020 110,000.00 $110,000.00 25,246,00 $125,246,00$00,00000 $200,000,00$30,000.00 $230000.00 910 OM $91,000.00 2 SL nl(]-ufflN S120,W000 S120,W0.00 $90,002.50 SW,00250 $1It ON $111,001M$15,000.00 $115,000.00 180,W0.00 $180,1100.o0 J 150,0com $150,ON 00$62,800JR S162,80R00 70,000.00 $70,000.00 1127,000.00 S127,00000 3 SL bO ylnsprmR oF,(g,iktS natlpriwncC, $29,000.00 $28,000.00 $12,000.00 $12,000.00 $13,333.00 $13,333.00 537,000.00 $37,000.00 $15,000.00 $15,000.00 $15,000.00 $15,000.00 $15,0"" $15,000.00 16,000.00 $16,000.00 $20,000.00 $20,000.00 4 3 AS toe,d egducnn6lmdlbmSrc rt,-oho;viceginpvivmiR taaracC-P CA,swcCo $11,000.00 $253,000.00 $13,000.00 $299,000.00 $13,333.00 $306,65900 13,20000 $303,600.00 $21,000.00 $483,000.00 $20,000.00 $460,000,00 13,000,00 $299,000.00 47,D00.00 $391,000.00 W9,000,00 $437,000.00 cmb,sidewalks,cmb,it goner,spandrel,asphalt pavemem slot patch,adjudmevt of any militias within the proposed ramp etc.per each comer deails on apN,d.omplew to lace.(Ex6 work). 5 1 FL atRwd6n ofvESi s,R g:innddl cGlmnsmat,i.,iifipS"nm6AC X. -C',Pob,,oP $70.00 $3,570.00 $80.00 $4,08000 od $66.00 $3,366.00 $127.00 $6,477.00 $153.00 $7,803.00 SI00.00 $5,100.00 $130.00 $6,630.00 $120.00 $6,120.00 $111.00 $561.00 s os .Co 6 SL fiftea oN he atdtpl ceatahp peol-oi sdG,,,- wnnkrme soiaoocder Cdoo $1,00000 S2,00000 $5,0D)DO $10,000.00 $4,000.00 $81000.00 $4,200.00 $8,400.00 $13,800.00 $27,600.00 $8,000.01) $16000.00 S7,000.00 $14,000.00 05,W0,00 $30,000.00 $13,700.00 $27,00.00 f-crosswalk @ Ed-oda Ave avd baseline wte..alov Imloding Sawcm,Removal and Disposal ofExiid g median nose 007,65 YS a IvIimIMPd"12Co $4.01226800.00 $0.55 $31185.00 $333 $188811.00 $3.05 M72935.00 $3.08 $174636.00 $3.50 $198450.00 $2.65 $150255.00 $5.50 $311850.00 $3.40 $192780.0 $100$ 027, NT RI bvOb hrxl"H 12ASM AOLR(H)Ml 0 $940,800.00 $120.00 $906,400.000 rteded $127.00 $853,440.00 $140.00 $940,800.00 $133.00 $893,760.00 $125.00 $840,000.00 $135.00 $907,200.00 $130.00 $973,600.00 $17500 $1,176,000.00 9 050,41 PS "rf3d dnadvtivag hp laolPpew tDi vh-AC GaROPP 41e6emamP rD a'IA"its $10.00 $140,500.00 $3.50 $49,175.00 S420 $59,010.00 S400 $56,20000 $4.90 $68,845.00 $8.00 $112,400.00 $6.25 $87,812.50 $3.50 $49,175.00 $4.50 $63,225.00 10 1 AE hMivaiF it o.o_Mt isixtE us'Ad S1,000.00 $31000.00 S80(LN $24,800.00 $2,000.00 S62,000.00 $1,800.00 $55,80000 $1,620.00 $50,220.00 S1,200.00 $37,20000 $2,000.00 S62,00000 SL35000 M1850off $3,200.00 $99,200.00 11 2 AE aW rvlt YvaC esdiGno heixe nCr dsaivavF ttEous Ad $SU0.00 $41,000.00 $120.00 $9,840.00 $55.00 $4,510.00 $103.00 $3,446.00 $110.00 $9,020.00 $250.00 $20,500.00 $1,500.00 $123,000.00 $165.00 $13,530.00 $450.00 $36,900.00 12 1 AT !lip od vp da eylb,00llk sl,0l to wdg...irBndllollaelrvroosPn i du horFeiv SBJoo.w $64,000.00 $8,500.00 $68,000.00 $4,900.00 $39,200.00 $4,500.00 $36,000.00 $4,500.00 $36,000.00 $4,50000 $36,000.00 $4,500.00 $36,000.00 $4,550.00 $36,400.00 S4,200.00 $33,600.00 and Aaaooiamd Conduit wd Cables mr a Polly Opuadonal Ndestriw Pooh Bvnoo,per Calhws Std.Plw ES-5C,ES-7A,Indodiog Removing wd Capping of Existing Posh Bmmv 13 1 AE eyIb-BheA,wPt eM evevsodvtPdgwcrwoaaoammeierBEA hlptgnaleailewsoiPx $1,00000 $8,00000 $1,50000 $12,000.00 $1,300.00 $10,400.00 $92000 $7,360.00 $900.00 $7,20000 $1,00000 $8,000.00 $90000 $7,200.00 $920,00 $7,360.00 $950.00 $6,800.00 Polly Operational Pedesnlw Posh Butlov in the existing Traffic Signal Po1a 14 SL du tssoptgnie sti noxmialltasni sngits,sop d....RS,tS gnripiwisehaT 1prcoiff T, $120,000.00 $120,000.00 $90,000.00 $90,000.00 $77,000.00 $77,000.00 $90,000,00 $80,000.00 $8000.00 $80,000.00 jS2 0.00 $100,000.00 87,000.00 $87,000.00 72,000.00 $72,000.00 $85,500.00 $85,500.00 -flight,and Markers,per plan avd City&Celnans Std.Pleo compld,iv plea(All Striping Ed.divg Lane Lines,Legwde,Symbols,Limit Line&Crosswalks,shall be Thermo Iastic) AS iS ntoiacittNi nottoriswcC lolEsln $I 500.00 $3000.00 $1000.00 $2000.00 $2800.00 $5600.00 $1930.00 $3860.00 $2260.00 $4520.00500.00 $5000.00 Szsoo.ob $5000.00 $I 100.00 $2200.00 $2300.00 $4600.00 16 464,2 PS ikSetciesehaTelBvl leivdr.a.Tld nimamlva ade,P asnmtS, li i $15.00 $36,960.00 $11.00 $27,104.00 $11.11 $27,375.04 $11.00 $27,104,00 $11.00 $27,10400 $11.00 S27,104.00 $1000 S24,640.00 $16.00 $39,424.00 $9.00 $22,176.00 17 AE sor Rd.-omen Emma idlecni S3,00000 $6,000.011 $2,200.00 S4,400.00 $7,700.00 $15,400.00 $7,500.00 $15,00&00 $7,500.00 $15,000.00 ,000.00 M4,00000 $7,000.00 $14,000.00 $8'000 q $16,000.00 $7,000.00 $14,000.00 18 AE el ,t.dVtD ioalelle oensPa ci,vm 1,51 tlePtic $100,000.00 $200000.00 $77,000.00 S154,000.00 $55,500.00 $111OWN 53000.00 $106,000.00 $52,800.00 $105,600.00 000.00 $10000000 50,woo $100000.01) 55000.00 5110000.00 35000.00 $70,000.DO TOTAL BASE BID A AMOUNT: $2,374,630.00 $1,743,986.50 Co omd $1996,0000I1 $2,184,982.20 $2,295,308.00 $2,270,000.00 $2,301,537.50 $2,316,509.00 52,512,84200 BASE BID B-HERMOSA AVENUE PAVEMENT REHABILITATION PROJECT UNIT BID UNIT BID UNIT BID UNIT BID UNIT BID UNIT BID ONE BID UNIT BID UNIT BID NO QTY UNIT ESCRIPTION COST AMOUNT COST AMOUNT COST AMOUNT COST AMOUNT COST AMOUNT COST AMOUNT COST AMOUNT COST AMOUNT COST AMOUNT 1 SL laso sid&,niru drliebvube-,cEloirm c i iudlcln nziHoiiaboM $60,000.00 $60,000.00 $20,000.00 $20,000.00 $27,000.00 $27,000.00 1107,000.00 $107,000.00 $26,000,00 $26,000.00 $50,000.00 $50,000.00 $55,000.00 $55,000.00$100,000.00 $100,000.00 53300,00 $33,000.00 2 SL IC-ilff. $50,000.00 $50,000.00 $74,875.93 $74,875.93 $88,00000 $88,ON.00 S44,00000 $44,000.00 S4510ioW $45,000.00 $55,920.50 $55,920.50 S55,000.00 S55,000.00 W,000,00 $40,000.00 $26,291.10 $26,291.10 3 SL 0loa OPa(gniktS oanoriwcco $20,000.00 $20,000.00 S6,00000 S6,000.00 $6,542.79 $6542.79 $6500.00 $6,500.00 $3,500,00 S3,500.00 S5,000.00 $5DOO.00 $4000.00 $4000.00 $3500.00 $3500.00 $6600.00 S6,6WO) 4 AE eta M gad-iEtdlbeo5rc n,warafcely gncagipnninmiR tsaescCtmrP CA,,"Co $11,000,00 $44,000.00 $14,00000 $56,000.00 $13,333.00 $53,332.00 $14,500.00 $58,000.00 SNJ00.00 $84,400.00 $20,000.00 $80,000.00 $17'500.00 $68,000.00 15,000.00 $60,000.00 $25,000.00 $100,000.00 amb,sidewalks,cmb and goner,spandrel,asphalt p--t slot patch,adjnat-t of any utilities within the proposed ramp etc.per each romer details on appendix complete m place.(Exclodwg p destriav push bonov workL 5 734,12 YS d n11ra1MP P C. $4,00 $85,748.00 $0.55 $11,790.35 $3.33 $71,385.21 $3.40 $72,885.80 $3.08 $66,025.96 $3.50 $75,029.50 $2,75 $58,951.75 $5.50 $117903.50 $370 $79,316.90 6 085,2 NT bvOb ahrxvi"Ht2MM AwIUIDylvhd $14000 $361,200.00 $120,00 $309,600.00 $127.00 $327,660.00 $140.00 $361,200.00 $131.00 $337980.00 $125,00 $322,500.00 $135,00 $348,300.00 $134.00 $345,720.00 $190.00 S490,20000 ] AT herdsioaiF dl oohnsaM[ i-ffl os'Ad SI,00ow $8,000.00 S800.00 $6,40000 $2,WO.00 S16,000.00 si'mo00 $15,200.00 $1,620.00 $12,960.00 S1,800.00 $14,400.00 $2,000.00 S16,000.00 S135000 $10,800.00 $2,800.00 $22,400.00 $ AT tWm iM stiex-CrmF&,,G lleEaerdsnsiEei/vdFty $50000 $1,000.00 $12000 S340.00 $2,000.00 $4,000.00 $1,760.00 $3,520.00 $660.00 $1,320.00 $1,200.00 $2,400.00 $800.00 $1,600.00 $1,980.00 $3,960.00 $1,800.00 $3,600.00 9 NT cD.IL-PG-a0Pl41 vp6 rmePoQt nC-Oeo-,.Pgm oig imoai-rid plleclo yml $20000 $1,00000 $250,00 S1,250.00 $555.00 $2,775.00 $660.00 $3,300.00 $600.00 S3,000.00 $400,00 $2,000.00 $1,000.00 $5, ono $400.00 S2,001EN $1,400.00 $7,000,00 Place 1 AE aW rvl[ iVv,C e,diGno heaxe.Crdsain iffoE ons Ad smoo $1550000 112000 $372000 $55.00 $170500 $110.00 $3410.00 $110.00 $3410.00 $2 IEN $7750.00 S1500.00 $46500.00 $165.00 $5115M $65000 $20150.00 11 SL ea vkeM Pa ldmP.tS...d&Ct thCgsvvi yiwagiS,tS gmipi.mliaT 1prcovffmTa $25,000.00 $25p00.00 $14,000.00 $14,000off $13,000.00 $13,000.00 S10,900.00 $10,9UO.t81 $10,800.00 $10,800.00 $IOp00.00 $1Q000.00 59,000.00 $9,000.00 $12,000.DO $12,000.00 $13,000.00 $13,000.00 Complete io PI-(All Striping Iwlodiog Lwe LiLegcoda,Symbols,Limit Lin& Caysswalka Shall be Thermo Iamic AE I.ntoiacitMi nottd-ic lolmsly 1 $1500.00 S3000.00 I SI000.00 1 $2000.00 $2800.00 1 $5600.00 $1931,11 13,860.00 $160.f10 $4520.00 52500.00 $5,000.0O 52500.00 $5000.00 $I 100.00 S20000 11310.00 $4600.00 TOTAL BASE BID B AMOUNT: $674,44S.00 $1.5,87(1.213 1617,000.00 $689,775.50 $598,915.96 5630,000.00 $672,35175 $703,198.50 5806,158.00 TOTAL BID(SCHEDULE A SCHEDULE B)AMOUNT: $3,049,07800 $2,241,.-.7.Co acted I $2,613p0000 V,874,758.00 V,S94,223.96 $2,900,000.00 V,973,889.25 $3,019,707.50 53,319,00000 Page 591 ATTACHMENT 3 GENTRY BROTHERS, INC. General Engineering Contractor July 24, 2024 Romeo David City of Rancho Cucamonga 10500 Civic Center Drive Rancho Cucamonga, CA 91730 SUBJECT: FY24-25 Major Arterials Pavement Rehabilitation Project Bid To Whom It May Concern: On July 23, 2024, Gentry Brothers, Inc. submitted a bid for the FY24-25 Major Arterials Pavement Rehabilitation Project for Baseline Road and Hermosa Avenue. After submitting the Bid, we noticed mistakes on our proposal: • Base Bid A- Bid Item #05— Mathematical error on the Total Price, Unit Price is correct. • Base Bid A - Bid Item #08 — Did not fill out Unit Price of $120, which would give a total price of $806,400.00. The total Base Bid A amount should be $1,743,986.50. The Bid Amount (Schedule A + Schedule B) should be $2,249,862.78. We would like to officially request Gentry Brothers, Inc. still be considered as the apparent lowest bidder, and the Engineering Division make a recommendation to Council to award the project to Gentry Brothers, Inc. Thank you for your time and consideration. Should you have any questions or concerns, please feel free to contact me at 626-357-9631. We look forward to receiving your response. Respectfully, VY(a ne J. Gentry Y CEO, Secretary, Treasure Gentry Brothers, Inc. 384 E. LIVE OAK AVENUE, IRIWINDALE, CA 91706 1 626-357-9631 1 FAX 626-357-6322 Page 592 CITY OF RANCHO CUCAMONGA $l DATE: August 21, 2024 TO: Mayor and Members of the City Council FROM: John R. Gillison, City Manager INITIATED BY: Jason C. Welday, Director of Engineering Services/City Engineer Mario Estrada, Associate Engineer SUBJECT: Consideration to Approve a Final Map for Tract No. 20680, Located on the North Side of Base Line Road and West of Milliken Avenue at 11200 Base Line Road Commonly Known as Central Park, Related to Case No. SUBTT20680. Pursuant to the California Environmental Quality Act (CEQA), the City Certified an Environmental Impact Report (EIR) on April 7, 2021 for the Central Park Master Plan. Pursuant to CEQA Guidelines Section 15162, No Subsequent or Supplemental EIR is Required in Connection With Subsequent Discretionary Approvals of the Same Project. (CITY) RECOMMENDATION: Staff recommends that the City Council: 1. Approve the Final Map for Tract No. 20680 to subdivide Central Park into 12 lots consistent with the Central Park Master Plan Phasing Map; and 2. Authorize the Mayor to sign the Owner's Statement of the Final Map for Tract No. 20680 on behalf of the City. BACKGROUND: On May 8, 2024, the Planning Commission approved Tentative Tract Map No. 20680 (Case No. SUBTT20680) to subdivide approximately 100 acres of land from the current 11 lots into 12 lots. The 100.14-acre site constitutes the area designated for the Central Park Master Plan (Master Plan) which was adopted by the City Council in 1987 and most recently updated on December 21, 2017. The Master Plan extends from the area north of Base Line Road to the Pacific Electric Trail and west of Milliken Avenue to the Deer Creek Channel. In accordance with the Master Plan, the easterly most portion of the site has been developed. This area includes approximately 30 acres with park improvements, parking areas, and a 57,000 square foot senior and community center (Goldy S. Lewis Center). As of the 2017 Central Park Master Plan update, approximately 70 acres of remaining land on the site have been divided into conceptual areas for proposed improvement as part of a long-term phasing plan, with each 5-to-10-acre area roughly corresponding to a planned improvement or amenity to be implemented. These phased improvements are intended to be implemented over time as funding becomes available. Currently, a portion of the southwesterly corner of the site has been developed into The Bark at Central Park, in accordance with the phasing plan. The most current version of the Central Park Master Plan update can be found on the City of Rancho Cucamonga website. Page 593 ANALYSIS: Case No. SUBTT20680 initiated a request to subdivide the site, defined by the Central Park Master Plan, into 12 new, irregularly shaped lots corresponding to the proposed improvement areas defined in the phasing plan. As indicated in the Master Plan, public and private partnerships are expected to play a key role in funding the implementation of the Master Plan, as well as long- term maintenance of Central Park. Subdivision of the property to be more consistent with the phasing plan and with planned amenities for the park, would improve the City's ability to establish lease agreements and facilitate partnerships with private entities. Further, this subdivision would also improve the City's ability to apply for grants to fund future improvements, programs, and maintenance for Central Park. This change does not include any development or change in phases or uses shown in the approved Master Plan. Staff has reviewed the final map submitted for Tract No. 20680 and has determined that the map is in substantial conformance with the approved Tentative Tract Map. Pursuant to Government Code Section 66458(a), approval of timely filed final maps substantially conforming to the Subdivision Map Act, local subdivision ordinances, and conditions of approval in effect at the time of the tentative map's approval is deemed a ministerial action of the City Council. The City Council's approval of the subject map will authorize it's recording. ENVIRONMENTAL ANALYSIS: On April 7, 2021, the City certified the Final Environmental Impact Report and Mitigation Monitoring and Reporting Program for the Central Park Master Plan Update through Resolution No. 2021-017. The proposed subdivision does not raise or create new environmental impacts not already considered in the Environmental Impact Report (EIR)or Mitigation Monitoring and Reporting Program. Pursuant to CEQA Guidelines Section 15162, no subsequent or supplemental EIR or Negative Declaration is required in connection with sequent discretionary approval of the same project as long as there have been a) no substantial changes proposed to the projects that indicate new or more severe impacts on the environment; b) no substantial changes have occurred in the circumstances under which the project was previously reviewee that indicates new more severe environmental impacts; c) no new important information that shows the project will have new of more severe impacts than previously considered; and d) no additional mitigation measures are not feasible to reduce impacts or different mitigation measures can be imposed to substantially reduce impacts. FISCAL IMPACT: There is no fiscal impact directly related to the request for the subdivision. The proposed subdivision will facilitate pursuing of future grant opportunities and/or the development of public/private partnerships for the continued implementation of the Central Park Master Plan. COUNCIL MISSION /VISION /VALUE(S) ADDRESSED: This item addresses the City Council's vision and core value of intentionally embracing and anticipating our future and promotes a world class community. By subdividing this property to more accurately represent the long-term phasing plan set forth by the Master Plan, this project will increase the City's ability to facilitate the development of public/private partnerships and make it easier to apply for grants for the implementation of the Master Plan. ATTACHMENTS: Attachment 1 - Vicinity Map Page 2 Page 594 ATTACHMENT 1 S U BTT20680 VICINITY MAP NOT TO SCALE . ................... a ' y *46- . L� w N Page 595 A 6AAA I CITY OF RANCHO CUCAMONGA $l DATE: August 21, 2024 TO: Mayor and Members of the City Council FROM: John R. Gillison, City Manager INITIATED BY: Jason C. Welday, Director of Engineering Services/City Engineer Ulises Benavente, Associate Engineer SUBJECT: Consideration to Approve Parcel Map No. 20034 Submitted by Flatiron Development Group Located at 6140 Haven Avenue on the Southwest Corner of Haven Avenue and Banyan Street. (CITY) RECOMMENDATION: Staff recommends the City Council approve Parcel Map No. 20034. BACKGROUND: On April 26, 2023, the Planning Commission approved Case No. SUBTPM20034-1 (Project), a request to subdivide a 3.59-acre project site into two (2) parcels to create a shared parking facility, plus construct and operate a 72-bed residential care facility located at 6140 Haven Avenue, southwest corner of Haven Avenue and Banyan Street. ANALYSIS: The applicant, Flatiron Development Group, has submitted a parcel map for consideration of approval. Staff has determined that the parcel map is in substantial conformity with the conditionally approved Tentative Parcel Map of Case No. SUBTPM20034-1. Approval of this item by the City Council would approve Parcel Map No. 20034 and allow its recordation. ENVIRONMENTAL ANALYSIS: The Project is categorically exempt from the requirements of the California Environmental Quality Act (CEQA) and the City's CEQA Guidelines. The project qualifies under as a Class 5 exemption under state CEQA Guidelines Section 15315 — Minor Land Divisions. There is no substantial evidence that the Project may have a significant effect on the environment. FISCAL IMPACT: No fiscal impact. COUNCIL MISSION /VISION /VALUE(S) ADDRESSED: This item addresses the City Council's vision for the City by working together cooperatively and respectfully with property owners and developers to create a vibrant city, rich in opportunity for all to thrive. ATTACHMENTS: Attachment 1 - Vicinity Map Page 596 ATTACHMENT 1 Case No. SUBTPM20034-1 6140 Haven Avenue fir i2l Ml _ w Banyan St Banyan St Banyan St 7 c m m 5 > a a = m m Cartilla Ct ti m U = _ 9a f L7I Vicinity Map NOT TO SCALE N Page 597 CITY OF RANCHO CUCAMONGA 4w--001 $A h 6AAA I DATE: August 21, 2024 TO: Mayor and Members of the City Council FROM: John R. Gillison, City Manager INITIATED BY: Jason C. Welday, Director of Engineering Services/City Engineer Jasmine Lopez, Assistant Engineer SUBJECT: Consideration to Accept Public Improvements Located on the Southwest Corner of 6th Street and Hyssop Drive per Improvement Agreement, Related to DRC2020-00026, as Complete, File a Notice of Completion, and Authorize the Release of Bonds. (CITY) RECOMMENDATION: Staff recommends that the City Council: 1. Approve and accept the public improvements and their design, required for the development of DRC2020-00026 and authorize the City Engineer to file the appropriate Notice of Completion; 2. Release the Faithful Performance Bond for the associated public improvements; 3. Release the Labor and Material Bond; and 4. Waive the Maintenance Bond requirement. BACKGROUND: On July 22, 2021, DRC2020-00026 was approved by the Planning Commission for the development of a 22,870 square foot commercial warehouse building on a lot with an area of 1.08 acres, located in the general industrial district on the southwest corner of 6th Street and Hyssop Drive. An improvement agreement and securities were approved by the City Council on September 15, 2021, to ensure construction of the required public improvements. ANALYSIS: All public improvements required of this development have been completed to the satisfaction of the City Engineer. Prior to the construction of the public improvements the developer, Chase Partners LTD, submitted the following securities to ensure satisfactory completion of the improvements: Faithful Performance Bond $ 90,400 Bond #4448882 Labor and Material Bond $ 90,400 Bond #4448882 City staff conducted a final inspection of the public improvements in May of 2023 and confirmed all work was completed to City standards. Typically, a separate Maintenance Bond in the amount of 10% of the Faithful Performance Bond would be submitted to the City once work is completed, however in this case the developer did not provide a Maintenance Bond to the City; therefore, the Page 598 Faithful Performance Bond was retained for the satisfactory period (one (1) year from the final inspection). City staff has confirmed the improvements have remained in good workmanship and free of defects, City staff recommends the Maintenance Bond requirement be waived. With the completion of the improvements, the Faithful Performance and Labor and Material bonds are no longer required. FISCAL IMPACT: None. COUNCIL MISSION /VISION /VALUE(S) ADDRESSED: This item addresses the City Council's vision for the City by ensuring the maintenance of high- quality improvements that promote a world class community. ATTACHMENTS: Attachment 1 - Vicinity Map Page 2 Page 599 ATTACHMENT 1 Case No. DRC2020-00026 Vicinity Map NOT TO SCALE v 3 � ro Oth 5t r.r� i.rr a $ r4 Sr y z Q Project Site N Page 600 A 6AAA I CITY OF RANCHO CUCAMONGA $l DATE: August 21, 2024 TO: Mayor and Members of the City Council FROM: John R. Gillison, City Manager INITIATED BY: Micah Martin, Public Works Services Director Richard Favela, Streets, Storm Drains and Fleet Superintendent Kenneth Fung, Associate Engineer SUBJECT: Consideration to Accept the Concrete Rehabilitation Project FY 23-24 as Complete, File a Notice of Completion, and Authorize Release of Retention and Bonds. (CITY) RECOMMENDATION: Staff recommends the City Council: 1. Accept the Concrete Rehabilitation Project FY 23-24, Contract No 2024-116, as Complete. 2. Approve the final contract amount of$634,178.83. 3. Authorize the release of the Faithful Performance Bond. 4. Authorize the release of the Labor and Materials Bond in the amount of$617,512.55, six months after the recordation of said notice if no claims have been received. 5. Authorize the Public Services Director to file a Notice of Completion and release of said retention in the amount of$31,708.94, 35 days after acceptance. BACKGROUND: The Concrete Rehabilitation Project FY 23-24 scope of work consisted of the removal and replacement of existing concrete sidewalks, curbs and gutters, drive approaches, asphalt pavement and other related items of work. Pertinent information of the project is as follows: Budgeted Amount: $696,720.00 Publish Dates for Local Paper: February 13, 2024 and February 20, 2024 Bid Opening: March 12, 2024 Contract Award Date: April 17, 2024 Low Bidder: Gentry General Engineering, Inc. Contract Amount: $617,512.55 Contingency: $79,207.45 Final Contract Amount: $634,178.83 Difference in Contract Amount: $16,666.28 (2.70%) ANALYSIS: The subject project has been completed in accordance with the approved plans and specifications and to the satisfaction of the Public Works Services Director. The net increase in the total cost of the project is a result of additional sections of damage concrete sidewalk being removed and replaced. Page 601 FISCAL IMPACT: Adequate funds were included in the Fiscal Year 2023/2024 Adopted Budget for this project in account numbers F001 CC318 7000 SC7004 (formerly 1001318-5650/1991001-0) (Street Maintenance), F177 CC303 7000 SC7004 (formerly 1177303-5650/19911770-0) (Measure 1), F131 CC303 6600 SC2106 (formerly 1131303-5300) (LMD-2) and F134 CC303 6600 SC2106 (formerly 1134303-5300) (LMD-4 Terra Vista). COUNCIL MISSION /VISION /VALUE(S) ADDRESSED: By removing and replacing damaged sidewalks, curbs and gutters, drive approaches and other related work, the Concrete Rehabilitation Project FY 23-24 provides continuous improvement and a nurturing and high quality of life for all. ATTACHMENTS: Attachment 1 - Notice of Completion Page 2 Page 602 RECORDING REQUESTED BY: CITY OF RANCHO CUCAMONGA P. O. Box 807 Rancho Cucamonga, California 91730 WHEN RECORDED MAIL TO: CITY CLERK CITY OF RANCHO CUCAMONGA P. O. Box 807 Rancho Cucamonga, California 91730 Exempt from recording fees pursuant to Govt. Code Sec. 27383 NOTICE OF COMPLETION NOTICE IS HEREBY GIVEN THAT: 1. The undersigned is an owner of an interest or estate in the hereinafter described real property, the nature of which interest or estate is: All public rights-of-way within the boundaries of Contract No. 2024-116 2. The full name and address of the undersigned owner is: CITY OF RANCHO CUCAMONGA, 10500 CIVIC CENTER DRIVE, P. O. BOX 807, RANCHO CUCAMONGA, CALIFORNIA 91730. 3. On August 21, 2024, there was completed in the hereinafter described real property the work of improvement set forth in the contract documents for: Concrete Rehabilitation Project FY 23-24 Removal and replacement of existing concrete sidewalks, curbs and gutters, drive approaches, asphalt pavement plus other related work 4. The name of the original contractor for the work of improvement as a whole was: Gentry General Engineering, Inc. 5. The real property referred to herein is situated in the City of Rancho Cucamonga, County of San Bernardino, California, and is described as follows: Various locations within the public right-of-way of the city, Rancho Cucamonga, CA 91730 No APN CITY OF RANCHO CUCAMONGA, a Municipal Corporation, Owner I hereby certify under penalty of perjury that the foregoing is true and correct. 8-21-24 DATE icah Marti Executed in the City of Rancho Cucamonga, Public Works Services Director California ATTACHMENT 1 Page 603 A 6AAA I CITY OF RANCHO CUCAMONGA $l DATE: August 21, 2024 TO: Mayor and Members of the City Council FROM: John R. Gillison, City Manager INITIATED BY: Jason C. Welday, Director of Engineering Services/City Engineer Marlena Perez, Principal Engineer Chi Wai Chan, Assistant Engineer SUBJECT: Consideration of Resolution No. 2024-081, a Resolution of the City Council of the City of Rancho Cucamonga, California, Rescinding Resolution of Necessity No. 2022-112, a Resolution of the City Council of the City of Rancho Cucamonga, California, Declaring Certain Real Property Interests Necessary for Public Purposes and Authorizing the Acquisition Thereof in Connection with the Etiwanda Grade Separation Project (Permanent Easement and Two (2) Temporary Construction Easements Over a Portion of APN 0229-291-23). (RESOLUTION NO. 2024-081) (CITY) RECOMMENDATION: Staff recommends the City Council consider and adopt the Resolution No. 2024-081, which is a Resolution of the City Council of the City of Rancho Cucamonga rescinding Resolution of Necessity No. 2022-112, A Resolution of the City Council of the City of Rancho Cucamonga, California, declaring certain real property interests necessary for public purposes and authorizing the acquisition thereof in connection with the Etiwanda Grade Separation Project. BACKGROUND: The City Council has before it a proposed resolution to rescind Resolution of Necessity No. 2022- 112, which was adopted for the acquisition by eminent domain of certain real property interests in connection with the City's Etiwanda Grade Separation Project (Project). The Project requires the acquisition of additional right-of-way for grade separation and related purposes. The Project involves the widening and construction of Etiwanda Avenue as a four-lane grade separated roadway over the Southern California Regional Rail Authority (SCRRA)/Burlington Northern and Santa Fe Railroad (BNSF) San Gabriel subdivision, currently a two-lane at-grade crossing. The City sought to acquire an approximate 45 square foot permanent easement, an approximate 686 square foot temporary construction easement with a term of 12 months, and an approximate 11 square foot temporary construction easement with a term of 12 months (Subject Property Interests) over portions of the real property located at 9333 Etiwanda Avenue in unincorporated San Bernardino County and further identified as San Bernardino County Tax Assessor's Parcel Number (APN) 0229-291-23, which is owned by Southern California Edison Company (Subject Property). The City sought the Subject Property Interests for the Project. Page 604 On May 4, 2022, the City of Rancho Cucamonga and the County of San Bernardino entered into an agreement allowing for the exercise of joint powers for the purpose of acquiring the Subject Property Interests located in unincorporated San Bernardino County for the Project(Joint Powers Agreement). The Joint Powers Agreement authorizes the City to take all necessary and convenient steps to acquire the Subject Property Interests for the Project, including, without limitation, by purchase, lease, gift, devise, or the exercise of eminent domain. Pursuant to Government Code Section 7260 et seq., the City obtained a fair market value appraisal of the Subject Property Interests. The City set just compensation in accordance with the appraised fair market value and extended a written offer to the owner of the Subject Property on February 28, 2022. Unable to reach a negotiated settlement with the owner, the City provided written notice to the owner of the City Council's intent to consider the adoption of a Resolution of Necessity for the acquisitions of the Subject Property Interests by eminent domain. On July 20, 2022, the City Council of the City of Rancho Cucamonga held a public hearing in accordance with Eminent Domain Law (California Code of Civil Procedure Section 1230.010 et seq.)and adopted Resolution No. 2022-112,A Resolution of the City Council of the City of Rancho Cucamonga, California, declaring certain real property interests necessary for public purpose and authorizing the acquisition thereof in connection with the Etiwanda Grade Separation Project (permanent easement and two temporary construction easements over portions of APN 0229- 291-23). Resolution No. 2022-112 found and determined that the public interest and necessity require the acquisition of the Subject Property Interests for the Project, and authorized the City's legal counsel to commence and prosecute legal proceedings to acquire the Subject Property Interests by eminent domain. After the adoption of Resolution No. 2022-112 but prior to the City's initiation of an eminent domain proceeding, the City determined that it required property interests on the Subject Property different from those identified in Resolution No. 2022-112 (Updated Property Interests). The City and owner of the Subject Property attempted to negotiate for the City's acquisition of the Updated Property Interests; however, negotiations were unsuccessful. ANALYSIS: The City no longer seeks to acquire the Subject Property Interests identified in Resolution of Necessity No. 2022-112 because they are no longer required for the Project. This has rendered the acquisition of the Subject Property Interests by eminent domain unnecessary. Accordingly, it is necessary for the City to rescind Resolution No. 2022-112. The City is authorized to rescind Resolution 2022-112 pursuant to Code of Civil Procedure Section 1245.260(c), and other provisions of law. FISCAL IMPACT: The Etiwanda Grade Separation Project, including right-of-way acquisition and legal fees, has been funded primarily through Senate Bill (SB) 1 Trade Corridor Enhancement Program (TCEP) grant funds. COUNCIL MISSION /VISION /VALUE(S) ADDRESSED: The proposed Etiwanda Grade Separation Project will enhance the City's position as the world class community in our region by improving safety, traffic flow, and access to the southeast industrial area of the City. Page 2 Page 605 ATTACHMENTS: Attachment 1 — Resolution No. 2024-081 Attachment 2 — Resolution No. 2022-112 Page 3 Page 606 RESOLUTION NO. 2024-081 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO CUCAMONGA, CALIFORNIA, RESCINDING RESOLUTION OF NECESSITY NO. 2022-112, A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO CUCAMONGA, CALIFORNIA, DECLARING CERTAIN REAL PROPERTY INTERESTS NECESSARY FOR PUBLIC PURPOSES AND AUTHORIZING THE ACQUISITION THEREOF IN CONNECTION WITH THE ETIWANDA GRADE SEPARATION PROJECT (PERMANENT EASEMENT AND TWO TEMPORARY CONSTRUCTION EASEMENTS OVER PORTIONS OF APN 0229-291-23) WHEREAS, the City of Rancho Cucamonga ("City") is a municipal corporation in the County of San Bernardino, State of California; and WHEREAS, the City sought to acquire an approximate 45 square foot permanent easement, an approximate 686 square foot temporary construction easement with a term of twelve (12) months, and an approximate 11 square foot temporary construction easement with a term of twelve (12) months ("Subject Property Interests") over portions of the real property located at 9333 Etiwanda Avenue in unincorporated San Bernardino County and further identified as San Bernardino County Tax Assessor's Parcel Number 0229-291-23 The City sought the Subject Property Interests for public use in connection with the Etiwanda Grade Separation Project ("Project"). WHEREAS, the City is authorized to acquire the Subject Property Interests by eminent domain pursuant to Section 19 of Article 1 of the California Constitution, Government Code Sections 37350, 37350.5, 37351, 40401, and 40404, California Code of Civil Procedure Section 1230.010 et seq. (Eminent Domain Law), including but not limited to Sections 1240.010, 1240.020, 1240.110, 1240.120, 1240.150, 1240.510, 1240.610, 1240.650, and by other provisions of law. WHEREAS, on May 4, 2022, the City of Rancho Cucamonga and the County of San Bernardino entered into an agreement allowing for the exercise of joint powers for the purpose of acquiring the Subject Property Interests located in unincorporated San Bernardino County for Project ("Joint Powers Agreement"). The Joint Powers Agreement authorizes the City to take all necessary and convenient steps to acquire the Subject Property Interests for the Project, including, without limitation, by purchase, lease, gift, devise, or the exercise of eminent domain. WHEREAS, on July 20, 2022 the City Council of the City of Rancho Cucamonga held a public hearing in accordance with Eminent Domain Law (California Code of Civil Procedure Section 1230.010 et seq.) and adopted Resolution 2022-112, A Resolution of the City Council of the City of Rancho Cucamonga, California, Declaring Certain Real Property Interests Necessary for Public Purpose and Authorizing the Acquisition Thereof in Connection with the Etiwanda Grade Separation Project. Resolution No. 2022-112 found and determined that the public interest and necessity require the acquisition of the Subject Property Interests for the Project, and authorized the City's legal counsel to commence and prosecute legal proceedings to acquire the Subject Property Interests by eminent domain. WHEREAS, subsequent to the adoption of Resolution 2022-112 but prior to the City's initiation of an eminent domain proceeding, the City determined that it required property interests on the Subject Property different from those identified in Resolution 2022-112 ("Updated Property Interests"). The City and owner of the Subject Property attempted to negotiate for the City's acquisition of the Updated Property Interests; however, negotiations were unsuccessful. Resolution No. 2024-081 — Page 1 of 3 ATTACHMENT 1 Page 607 WHEREAS, the City no longer seeks to acquire the Subject Property Interests identified in Resolution of Necessity No. 2022-112 because they are no longer required for the Project. This has rendered the acquisition of the Subject Property Interests by eminent domain unnecessary. Accordingly, it is necessary for the City to rescind Resolution 2022-112. WHEREAS, the City is authorized to rescind Resolution 2022-112 pursuant to Code of Civil Procedure Section 1245.260(c), and other provisions of law. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Rancho Cucamonga as follows: SECTION 1. The Rancho Cucamonga City Council adopts Resolution 2024-081, A Resolution Rescinding Resolution No. 2022-112, A Resolution of the City Council of the City of Rancho Cucamonga, California, Declaring Certain Real Property Interests Necessary for Public Purposes and Authorizing the Acquisition Thereof in Connection with the Etiwanda Grade Separation Project (Permanent Easement and Two Temporary Construction Easements Over Portions of APN 0229-291-23). SECTION 2. The City Clerk shall certify to the adoption of this Resolution. Resolution No. 2024-081 — Page 2 of 3 ATTACHMENT 1 Page 608 PASSED, APPROVED, and ADOPTED this 21st day of August, 2024. L. Dennis Michael, Mayor City of Rancho Cucamonga ATTEST: Janice C. Reynolds, City Clerk City of Rancho Cucamonga STATE OF CALIFORNIA ) COUNTY OF SAN BERNARDINO ) ss CITY OF RANCHO CUCAMONGA ) I, Janice C. Reynolds, City Clerk of the City of Rancho Cucamonga, do hereby certify that the foregoing Resolution was duly passed, approved, and adopted by the City of Rancho Cucamonga, at a Regular Meeting of said Council held on the 21st day of August 2024. AYES: NOES: ABSENT: ABSTAIN: Executed this 22t" day of August, 2024, at Rancho Cucamonga, California. Janice C. Reynolds, City Clerk City of Rancho Cucamonga APPROVED AS TO FORM: Nicholas R. Ghirelli, City Attorney Richards, Watson & Gershon Resolution No. 2024-081 — Page 3 of 3 ATTACHMENT 1 Page 609 RESOLUTION NO. 2022-112 ' A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO CUCAMONGA, CALIFORNIA, DECLARING CERTAIN REAL PROPERTY INTERESTS NECESSARY FOR PUBLIC PURPOSES AND AUTHORIZING THE ACQUISITION THEREOF IN CONNECTION WITH THE ETIWANDA GRADE SEPARATION PROJECT (PERMANENT EASEMENT AND TWO TEMPORARY CONSTRUCTION EASEMENTS OVER PORTIONS OF APN 0229-291-23) WHEREAS, the City of Rancho Cucamonga ("City") is a municipal corporation in the County of San Bernardino, State of California; and WHEREAS, the City seeks to construct the Etiwanda Grade Separation Project("Project"). The Project requires the acquisition of additional right of way for grade separation. The Project involves the widening and construction of Ebwanda Avenue as a four-lane grade separated roadway over the Southern California Regional Rail Authority ("SCRRA")!Burlington Northern and Santa Fe Railroad ("BNSF")San Gabriel subdivision, currently a two-lane at-grade crossing. The Project will construct an overhead crossing, utilizing walls and embankments to support the raised approaching roadway. It will span the railroad right-of-way and provide access to adjacent properties. The Project will widen Etiwanda Avenue to four traffic lanes including a painted median/left turn lane with bike lanes and sidewalks on each side and a northbound right turn lane onto Whittram Avenue. When completed in 2025,the Project will reduce vehicle and truck delays, as well as queuing. It will improve mobility, safety, and level of service at the crossing, and it will provide for safe transit of pedestrians, bicyclists, vehicles, trucks, and trains. Furthermore, the Project will provide improved response times in the area for first responders such as police officers, firefighters, paramedics, and emergency medical technicians. All work is consistent with the City's General Plan of Circulation. The Plans for the Project are on file with the Public Works Department and are incorporated herein by this reference; and WHEREAS, the environmental effects of the Project were studied and analyzed pursuant to the California Environmental Quality Act("CEQA"), Public Resources Code Section 21000 et seq., and the CEQA Guidelines, 14 Cal. Code Regs. Section 15000 et seq. ("CEQA Guidelines"). City Staff determined that the Project was statutorily exempt pursuant to CEQA Article 18. Statutory Exemptions, Section 15282, Other Statutory Exemptions, paragraph (g) as a railroad grade separation project which eliminates and existing grade crossing or reconstructs an existing grade separation. The City Council approved the Notice of Exemption and authorized Staff to file the Notice of Exemption with the Office of Planning and Research and the County clerk as specified in Section 21080.13(2) of the Public Resources Code. Said Notice of Exemption was filed with the Office of Planning and Research and with the County of San Bernardino on or about June 11, 2018 in accordance with the statutory requirements; and WHEREAS, in connection with the proposed Resolution of Necessity, on July 20, 2022, City Staff reviewed the environmental documentation prepared in connection with the Project. Pursuant to the criteria of Section 15162 of the CEQA Guidelines and Section 21166 of the Public Resources Code, City Staff concluded that no substantial changes have occurred in the Project, no substantial changes have occurred in the circumstances under which the Project is undertaken, and that the City has obtained no new information of substantial importance that would require further environmental analysis. These environmental findings are the appropriate findings with respect to the proposed acquisition of the Subject Property Interests. NOW,THEREFORE, BE IT RESOLVED by the City Council of the City of Rancho Cucamonga as follows: Resolution No. 2022-112- Page 1 of 5 ATTACHMENT 2 Page 610 SECTION 1. The Rancho Cucamonga City Council adopts Resolution No. 2022-112. A Resolution of the City Council of the City of Rancho Cucamonga, California, Declaring Certain Real Property Interests Necessary for Public Purposes and Authorizing the Acquisition Thereof in Connection with the Etiwanda Grade Separation Project (permanent easement and two temporary construction easements over portions of APN 0229-291-23). SECTION 2. The City seeks to acquire by eminent domain the real property interests described below in Section 3 of this Resolution for public use, namely grade separation and related purposes, and all uses necessary or convenient thereto in connection with the Etiwanda Grade Separation Project pursuant to the authority conferred on the City of Rancho Cucamonga to acquire real property by eminent domain by Section 19 of Article 1 of the California Constitution, Government Code Sections 37350, 37350.5, 37351, 40401, and 40404, Caldomia Code of Civil Procedure Section 1230.010 at seq. (Eminent Domain Law), including but not limited to Sections 1240.010, 1240.020, 1240.110, 1240.120, 1240.150, 1240.510, 1240.610, 1240.650, and by other provisions of law. SECTION 3. The City seeks to acquire an approximate 45 square foot permanent easement, an approximate 6W square foot temporary construction easement with a term of twelve (12) months, and an approximate 11 square foot temporary construction easement with a term of twelve (12) months, for grade separation purposes, and all uses necessary and convenient thereto from the real property located at 9333 Etiwanda Avenue in unincorporated San Bernardino County and further identified as San Bernardino County Tax Assessor's Parcel Number 0229-291-23 in connection with the Project. The permanent easement and two temporary construction easements are collectively referred to herein as "Subject Property Interests," and APN 0229-291-23 is referred to herein as "SCE Parcel." The Subject Property Interests are described more particularly in Exhibits "A-1" through "A-3" and depicted on Exhibits "B-1" through "B-3", which are attached hereto and incorporated herein by this reference. SECTION 4. On May 4,2022,the City of Rancho Cucamonga and the County of San Bernardino entered into an agreement allowing for the exercise of joint powers for the purpose of acquiring the Subject Property Interests located in unincorporated San Bernardino County for Project("Joint Powers Agreement"). The Joint Powers Agreement authorizes the City to take all necessary and convenient steps to acquire the Subject Property Interests for the Project, including, without limitation, by purchase, lease,gift, devise, or the exercise of eminent domain. SECTION 5. The environmental effects of the acquisition of the Subject Property Interests were studied as an integral part of the environmental review for the Project. In connection with the proposed Resolution of Necessity, on July 20, 2022, City Staff reviewed the environmental documentation prepared in connection with the Project. Pursuant to the criteria of Section 15162 of the CEQA Guidelines and Section 21166 of the Public Resources Code, City staff concluded that no substantial changes have occurred in the Project, no substantial changes have occurred in the circumstances under which the Project is undertaken, and that the City has obtained no new information of substantial importance that would require further environmental analysis. These environmental findings are the appropriate findings with respect to the proposed acquisition of the Subject Property Interests. SECTION 6. The Project,as planned and designed, is in the public interest and necessity and is needed to improve vehicle and rail safety, traffic mobility, and surface transportation, as more fully explained below: A. The Project requires the acquisition of additional right of way for grade separation. The Project involves the widening and construction of Etiwanda Avenue as a four-lane grade separated roadway over the Southern California Regional Rail Authority ("SCRRA")/Burlington Northern and Santa Fe Railroad ("BNSF")San Gabriel subdivision,currently a two-lane at-grade crossing. The Project will construct an overhead crossing, utilizing walls and embankments to support the raised approaching roadway. It will span the railroad right-of-way and provide access to adjacent properties. The Project will widen Etiwanda Avenue to four traffic lanes including a painted median/left turn lane with bike lanes and sidewalks on each side and a northbound right turn lane onto Whittram Avenue. When completed in 2025,the Project will reduce vehicle and track delays, Resolution No. 2022-112- Page 2 of 5 Page 611 as well as queuinb. It will improve mobility,"safety, and level of service at the crossing, and it will provide for safe transit of pedestrians, bicyclists, vehicles, trucks, and trains. Furthermore, the Project will provide improved response times in the area for first responders such as police officers, firefighters, paramedics, and emergency medical technicians. All work is consistent with the City's General Plan of Circulation. B. The Project will reduce vehicle and truck delays, improve safety and level of service at the crossing, and provide for the safe transit of pedestrians, bicyclists, vehicles, trucks, and trains. Additionally, the Project will provide for improved response times in the area for first responders such as police officers, firefighters, paramedics,and emergency medical technicians. Accordingly, the Project will benefit the residents and businesses of the City and the community as a whole. C. The Project, as planned and designed, is consistent with the Circulation Element of the General Plan, which designated Etiwanda Avenue as a four-lane major arterial road. Anticipating the future growth of the SCRRA/BNSF corridor, the City's General Plan identified this area to be grade separated. The City seeks to acquire the Subject Property Interests for public use, namely grade separation and related purposes, and all uses necessary or convenient thereto in connection with the Project. The City seeks to construct the Project to improve mobility, safety, and level of service at the crossing. D. The Project was planned and located to minimize the impact on adjacent properties. Because of its scope, the Project requires the acquisition of several permanent easements and temporary construction easements over portions of several larger parcels, as well as fee interests in two parcels, owned by private property owners. The construction of the Project will require some business/residential relocations. The City will coordinate the construction with the owner of the Subject Property Interests to minimize the Impact of the Project on the parcel. Based on the timing of the Project, it is necessary that the City consider the acquisition by eminent domain of the required Subject Property Interests. SECTION 7. A. Pursuant to Government Code Section 7260 et seq., the City of Rancho Cucamonga obtained a fair market value appraisal of the SCE Parcel, the approximate 45 square foot permanent easement, the approximate 686 square foot temporary construction easement with a term of twelve (12) months, and the approximate 11 square foot temporary construction easement with a term of twelve(12) months the City seeks to acquire for public use, namely grade separation and related purposes, and all uses necessary or convenient thereto. B. The City set just compensation in accordance with the appraised fair market value, and extended a written offer on February 28, 2022 to Southern California Edison Company,the owner of record. The fair market value appraisal used a date of value of July 16, 2021. C. The City's written offer included an informational pamphlet describing the eminent domain process and the record owner's rights under the Eminent Domain Law. In accordance with Government Code Section 7267.2,the City's written offer contained a written statement of, and summary of the basis for,the amount it established as just compensation. The offer set forth the date of value utilized by the appraiser and explained the appraiser's opinion of the highest and best use of the larger parcel. It explained the applicable zoning designation of the larger parcel. The City's offer also summarized the principal transactions relied on by the appraiser to arrive at the appraiser's opinion of value. In addition, the written offer explained the appraiser's valuation analysis, including property improvements and severance damages. It also included the City's comparable market data relied on by the appraiser. Further,the City offered, pursuant to Code of Civil Procedure Section 1263.025, to pay the record owner the reasonable costs, up to $5,000.00, for an independent appraisal of the Subject Property Interests. SECTION 8. The City provided written notice to the owner of record,pursuant to Code of Civil Procedure section 1245.236 of the City Council's intent to consider the adoption of a Resolution of Necessity for the acquisition of the Subject Property Interests by eminent domain. Resolution No. 2022-112 - Page 3 of 5 Page 612 SECTION 8. The public use for which the City seeks to acquire the Subject Property Interests, namely grade separation and related purposes, and all uses necessary or convenient thereto, will not unreasonably interfere with or impair the continuance of the public use for which any easement holders may have appropriated the area(Code of Civil Procedure Section 1240.510). Further, the Project may require the relocation of several utilities to the new right-of-way area. The public use for which the City seeks to acquire the Subject Property Interests, namely grade separation and related purposes, and all uses necessary or convenient thereto, is a more necessary public use, within the meaning of Code of Civil Procedure Section 1240.650, than the uses for which public utility easement holders have appropriated any utility easements located on or within the area of the Subject Property Interests. Accordingly, the City is authorized to acquire the Subject Property Interests pursuant to Code of Civil Procedure Sections 1240.510, 1240.610, and 1240.650. SECTION 10. Based on the evidence presented at the hearing regarding the Project, including the Agenda Report and documents referenced therein and any oral and written testimony at the hearing, the City Council hereby finds and determines that: A. The public interest and necessity require the Project; B. The Project is planned and located in the manner that will be most compatible with the greatest public good and the least private injury; C. The Subject Property Interests described more particularly in Exhibits "Al"through "A-3" and depicted on Exhibits"B-1"through "B-3"hereto, are necessary for the Project; and D. The City has made the offer required by Government Code Section 7267.2 to the record owner of the Subject Property Interests the City seeks to acquire. SECTION 11. The findings and declarations contained in this Resolution are based upon the record before the City Council, including the Agenda Report and all documents referenced therein, all of which are incorporated herein by this reference, and any testimony and/or comments submitted to the City by the record owner and/or the owner's representative(s). These documents include, but are not limited to the City of Rancho Cucamonga's General Plan, the offer letter sent to the owner pursuant to Government Code Section 7267.2,the notice to the record owner pursuant to Code of Civil Procedure Section 1245,235 of the City's intent to consider the adoption of the Resolution of Necessity,Grade Separation Plans for the Project, the Notice of Exemption for the Project, and the Joint Powers Agreement between the City of Rancho Cucamonga and the County of San Bernardino executed on May 4, 2022. SECTION 12. The City Council of the City of Rancho Cucamonga hereby authorizes and directs the City Attorney's Office to take all steps necessary to commence and prosecute legal proceedings in a court of competent jurisdiction to acquire an approximate 45 square foot permanent easement, an approximate 686 square foot temporary construction easement with a term of twelve(12)months,and an approximate 11 square foot temporary construction easement with a term of twelve(12) months for the Project. The Subject Property Interests are described more particularly on Exhibits "A-1"through "A-3" and depicted on Exhibits "13-1" through "B-3"hereto. SECTION 13. The City Council of the City of Rancho Cucamonga hereby authorizes the City Manager to execute all necessary documents in connection with the eminent domain proceeding. SECTION 14. The City Clerk shall certify to the adoption of this Resolution. Resolution No. 2022-112 - Page 4 of 5 Page 613 PASSED,APPROVED, and ADOPTED this 201'day of July 202Z LfWniis Michael, M yor ATTEST: ice C. Reynolds, 04 Clerk STATE OF CALIFORNIA ) COUNTY OF SAN BERNARDINO j ss CITY OF RANCHO CUCAMONGA ) 1, Janice C. Reynolds, City Clerk of the City of Rancho Cucamonga, do hereby certify that the foregoing Resolution was duly passed, approved, and adopted by the City Council of the City of Rancho Cucamonga, at a Regular Meeting of said Council held on the 201" day of July 2022. AYES: Hutchison, Kennedy, Michael, Scott NOES: None ABSENT: None ABSTAINED: None Executed this 218'day of July, 2022, at Rancho Cucamonga, California. qlwt�— ew Agoaj .14fice C. Reynolds, Cify Clerk A VED AS TO FORM: CITY OF RANCHO CUCAMONGA THE FOREGOING INSTRUMENT IS A CORRECT COPY OF THE_QRIGINAL ON FLEE IN THIS OFFICE. ATTEST �1 Nicholas R. Ghirelli, City Attorney LINpgA, Y,qN,MMC 20� Richards, Watson&Gershon ITY CLERK SERVICES DIRECTOR fEa,7w y�,..� kesr. C►,y A �-,� y RAN o cARON A Resolution No. 2022-112- Page 5 o Page 614 Page 615 EXHIBIT "A" LEGAL DESCRIPTION APN: 0229-291-23 SERIAL NO. 7A PERMANENT ROAD EASEMENT THAT PORTION OF THE WEST ONE-HALF OF SECTION 16 IN TOWNSHIP 1 SOUTH, RANGE 6 WEST, SAN BERNARDINO MERIDIAN, IN THE UNINCORPORATED TERRITORY OF SAN BERNARDINO COUNTY, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF,SAID PORTION BEING DESCRIBED AS FOLLOWS: COMMENCING AT THE CENTERLINE INTERSECTION OF ETIWANDA AVENUE AND NAPA STREET AS SHOWN ON RECORD OF SURVEY 19-0109, FILED IN BOOK 168, PAGES 53 THROUGH 63, OF RECORDS OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE ALONG SAID CENTERLINE OF ETIWANDA AVENUE NORTH 00017'46" EAST, 76.07 FEET; THENCE LEAVING SAID CENTERLINE OF ETIWANDA AVENUE SOUTH 89042'14" EAST, 40.00 FEET TO THE INTERSECTION OF THE EASTERLY LINE AND THE GENERALLY NORTHEASTERLY LINE OF THE VARIABLE WIDTH ROAD EASEMENT GRANTED TO THE CITY OF RANCHO CUCAMONGA PER THE DOCUMENT RECORDED JANUARY 23, 1997 AS INSTRUMENT NO. 19970023100, OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE ALONG SAID EASTERLY LINE OF INSTRUMENT NO. 19970023100 NORTH 0001746"EAST, 620.58 FEET TO THE NORTHERLY LINE OF SAID SECTION 16; THENCE LEAVING SAID EASTERLY LINE OF INSTRUMENT NO. 19970023100 AND ALONG SAID NORTHERLY LINE OF SECTION 16 NORTH 88°5720" EAST, 10.00 FEET; THENCE LEAVING SAID NORTHERLY LINE OF SECTION 16 SOUTH 00007'00" WEST, 32.29 FEET TO THE BEGINNING OF A NON-TANGENT CURVE, CONCAVE EASTERLY, HAVING A RADIUS OF 193.00 FEET, A RADIAL LINE TO SAID BEGINNING OF CURVE BEARS SOUTH 8200725"WEST; THENCE SOUTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 09043'27"AN ARC LENGTH OF 32.76 FEET; THENCE SOUTH 17'036'02" EAST, 7.64 FEET TO THE BEGINNING OF A TANGENT CURVE,CONCAVE NORTHEASTERLY,HAVING A RADIUS OF 5.00 FEET; THENCE SOUTHERLY AND SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 27043'31"AN ARC LENGTH OF 2.42 FEET; Page 1 of 3 EXHIBIT"A-1" W, p, Soz13001 W r. -)-00 )L 3- 103 Page 616 SERIAL NO. q THENCE NON-TANGENT TO SAID CURVE NORTH 75052'32" EAST, 4.60 FEET; THENCE SOUTH 14007'28"EAST,55.75 FEET; THENCE SOUTH 75°52'32" WEST, 5.37 FEET TO THE BEGINNING OF A NON-TANGENT CURVE, CONCAVE WESTERLY, HAVING A RADIUS OF 283.00 FEET, A RADIAL LINE TO SAID BEGINNING OF CURVE BEARS NORTH 81*31'l5" EAST; THENCE SOUTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 08035'45" AN ARC LENGTH OF 42.46 FEET; THENCE SOUTH 00'J07'00" WEST, 82.77 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE EASTERLY,HAVING A RADIUS OF 273.00 FEET; THENCE SOUTHERLY AND SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 29049109"AN ARC LENGTH OF 142.08 FEET; THENCE SOUTH 29042'09" EAST, 181.81 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE WESTERLY, HAVING A RADIUS OF 77.00 FEET; THENCE SOUTHEASTERLY AND SOUTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 30000'00" AN ARC LENGTH OF 40.32 FEET; THENCE SOUTH 0001751" WEST, 43.19 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE NORTHEASTERLY,HAVING A RADIUS OF 38.00 FEET; THENCE SOUTHERLY AND SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 71°56'07" AN ARC LENGTH OF 47.71 FEET TO THE CITY BOUNDARY LINE OF RANCHO CUCAMONGA AS SHOWN ON SAID RECORD OF SURVEY 19-0109,SAID POINT BEING THE TRUE POINT OF BEGINNING; THENCE LEAVING SAID CITY BOUNDARY LINE AND CONTINUING SOUTHEASTERLY AND EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 14037'01" AN ARC LENGTH OF 9.69 FEET TO THE NORTHERLY LINE OF THE VARIABLE WIDTH ROAD EASEMENT GRANTED TO THE COUNTY OF SAN BERNARDINO PER THE DOCUMENT RECORDED AUGUST 14, 2001 AS INSTRUMENT NO. 20010368167, OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, SAID POINT BEING ON A NON-TANGENT CURVE, CONCAVE SOUTHERLY, HAVING A RADIUS OF 852.95 FEET, A RADIAL LINE TO SAID POINT ON CURVE BEARS NORTH 03'044'41" EAST; THENCE WESTERLY ALONG SAID NORTHERLY LINE OF INSTRUMENT NO. 20010368167 AND ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 03026'SO"AN ARC LENGTH OF 51.32 FEET; Page 2 of 3 EXHIBIT"A-l" VV 0, 30�- 13o5 oq A/0 7 , �-0�O� Z 703 Page 617 SERIAL NO. 7A THENCE CONTINUING ALONG SAID NORTHERLY LINE OF INSTRUMENT NO. 20010368167 NORTH 89°42'09" WEST, 110.00 FEET; THENCE LEAVING SAID NORTHERLY LINE OF INSTRUMENT NO. 20010368167 NORTH 0001 T47" EAST,0A9 FEET TO SAID CITY BOUNDARY LINE; THENCE ALONG SAID CITY BOUNDARY LINE SOUTH 89"46-08" EAST, 0.04 FEET TO THE INTERSECTION OF SAID GENERALLY NORTHEASTERLY LINE OF INSTRUMENT NO. 19970023100; THENCE LEAVING SAID GENERALLY NORTHEASTERLY LINE OF INSTRUMENT NO. 19970023100 AND CONTINUING ALONG SAID CITY BOUNDARY LINE SOUTH 89046'08" EAST, 151.75 FEET TO THE TRUE POINT OF BEGINNING. CONTAINING A GRID AREA 45 SQUARE FEET OR 0.001 ACRES, MORE OR LESS. THE BEARINGS AND DISTANCES USED IN THE ABOVE DESCRIPTIONS ARE CALIFORNIA COORDINATE SYSTEM OF 1983 (CCS83), ZONE 5 GRID, CSRS EPOCH 2017.50 (NAD83 2011), ALL DISTANCES SHOWN ARE GRID, TO OBTAIN GROUND DISTANCES DIVIDE BY 0,99993964. ALL FOUND MONUMENT DESCRIPTIONS AND BASIS OF BEARINGS ARE AS SHOWN ON EXHIBIT"B"ATTACHED HERETO AND MADE A PART HEREOF. THIS DESCRIPTION IS NOT INTENDED FOR USE IN THE CONVEYANCE OF LAND IN VIOLATION OF THE SUBDIVISION MAP ACT OF THE STATE OF CALIFORNIA. THIS DOCUMENT HAS BEEN PREPARED BY ME, OR UNDER MY DIRECTION, IN CONFORMANCE WITH THE PROFESSIONAL LAND SURVEYOR'S ACT. PRELIMINARY 7/7121 TIMOTHY S. FETTIG P.L.S. 7542 DATE LANp O O CL No. 7542 O� C Page 3 of 3 EXHIBIT"A-1" W,O. So2, 130507 IV O T, ?- OLY 0 2- -�.7o3 Page 618 EXHIBIT "A" LEGAL DESCRIPTION APN: 0229-291-23 SERIAL NO.11TS A TEMPORARY CONSTRUCTION EASEMENT THAT PORTION OF THE WEST ONE-HALF OF SECTION 16 IN TOWNSHIP I SOUTH, RANGE 6 WEST, SAN BERNARDINO MERIDIAN, IN THE UNINCORPORATED TERRITORY OF SAN BERNARDINO COUNTY,STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF, SAID PORTION BEING DESCRIBED AS FOLLOWS: COMMENCING AT THE CENTERLINE INTERSECTION OF ETIWANDA AVENUE AND -NAPA STREET AS SHOWN ON RECORD OF SURVEY 19-0109, FILED IN BOOK 168, PAGES 53 THROUGH 63, OF RECORDS OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE ALONG SAID CENTERLINE OF NAPA STREET SOUTH 89042'09" EAST, 90.00 FEET; THENCE LEAVING SAID CENTERLINE OF NAPA STREET SOUTH 00*17'51" WEST, 33.00 FEET TO THE INTERSECTION OF THE SOUTHERLY LINE AND THE GENERALLY SOUTHEASTERLY LINE OF THE VARIABLE WIDTH ROAD EASEMENT GRANTED TO THE COUNTY OF SAN BERNARDINO PER THE DOCUMENT RECORDED AUGUST 14, 2001 AS INSTRUMENT NO. 20010368167, OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, SAID POINT BEING THE TRUE POINT OF BEGINNING; THENCE ALONG SAID SOUTHERLY LINE OF INSTRUMENT NO. 20010369167 SOUTH 89"42'09" EAST, 88.48 FEET; THENCE LEAVING SAID SOUTHERLY LINE OF INSTRUMENT NO. 20010368167 SOUTH 81°40'20" WEST, 103.37 FEET TO SAID GENERALLY SOUTHEASTERLY LINE OF INSTRUMENT NO. 20010368167; THENCE ALONG SAID GENERALLY SOUTHEASTERLY LINE OF INSTRUMENT NO. 20010368167 NORTH 41"48'30" EAST, 20.70 FEET TO THE TRUE POINT OF BEGINNING. CONTAINING A GRID AREA 686 SQUARE FEET OR 0.016 ACRES, MORE OR LESS. THE BEARINGS AND DISTANCES USED IN THE ABOVE DESCRIPTIONS ARE CALIFORNIA COORDINATE SYSTEM OF 1983 (CCS83), ZONE 5 GRID, CSRS EPOCH 2017.50 (NAD83 2011), ALL DISTANCES SHOWN ARE GRID, TO OBTAIN GROUND DISTANCES DIVIDE BY 0.99993964. ALL FOUND MONUMENT DESCRIPTIONS AND BASIS OF BEARINGS ARE AS SHOWN ON EXHIBIT"B"ATTACHED HERETO AND MADE A PART HEREOF. Page 1 of 2 EXHIBIT "A-2" W. 0, Sa2 13 0 50 7 0 1, -),0 ir 0 1--1 7o3 Page 619 SERIAL NO. 7?.11 � h THIS DESCRIPTION IS NOT INTENDED FOR USE IN THE CONVEYANCE OF LAND IN VIOLATION OF THE SUBDIVISION MAP ACT OF THE STATE OF CALIFORNIA. THIS DOCUMENT HAS BEEN PREPARED BY ME, OR UNDER MY DIRECTION, IN CONFORMANCE WITH THE PROFESSIONAL LAND SURVEYOR'S ACT. PRELIMINARY 717/21 TIMOTHY S. FETTIG P.L.S. 7542 DATE o�►�L LAa� �e�5 p��`l S• SFr Gam` lm e40 * No. 7542 # Page 2 of 2 EXHIBIT"A-2" WOo 90 ).130501 AloTJ0011703 Page 620 EXHIBIT "A" LEGAL DESCRIPTION APN:0229-291-23 SERIAL NO.3�_Jq 7 A TEMPORARY CONSTRUCTION EASEMENT THAT PORTION OF THE WEST ONE-HALF OF SECTION 16 IN TOWNSHIP I SOUTH, RANGE 6 WEST, SAN BERNARDINO MERIDIAN, IN THE UNINCORPORATED TERRITORY OF SAN BERNARDINO COUNTY, STATE OF CALIFORNIA,ACCORDING TO THE OFFICIAL PLAT THEREOF, SAID PORTION BEING DESCRIBED AS FOLLOWS: COMMENCING AT THE CENTERLINE INTERSECTION OF ETIWANDA AVENUE AND NAPA STREET AS SHOWN ON RECORD OF SURVEY 19-0109, FILED IN BOOK 168, PAGES 53 THROUGH 63, OF RECORDS OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE ALONG SAID CENTERLINE OF ETIWANDA AVENUE NORTH 001'17'46" EAST, 76.07 FEET; THENCE LEAVING SAID CENTERLINE OF ETIWANDA AVENUE SOUTH 89042'14" EAST, 40.00 FEET TO THE INTERSECTION OF THE EASTERLY LINE AND THE GENERALLY NORTHEASTERLY LINE OF THE VARIABLE WIDTH ROAD EASEMENT GRANTED TO THE CITY OF RANCHO CUCAMONGA PER THE DOCUMENT RECORDED JANUARY 23, 1997 AS INSTRUMENT NO. 19970023100, OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE ALONG SAID EASTERLY LINE OF INSTRUMENT NO. 19970023100 NORTH 00017'46" EAST,620.58 FEET TO THE NORTHERLY LINE OF SAID SECTION 16; THENCE LEAVING SAID EASTERLY LINE OF INSTRUMENT NO. 19970023100 AND ALONG SAID NORTHERLY LINE OF SECTION 16 NORTH 88057'20" EAST, 10.00 FEET; THENCE LEAVING SAID NORTHERLY LINE OF SECTION 16 SOUTH 00007'00" WEST, 32.29 FEET TO THE BEGINNING OF A NON-TANGENT CURVE, CONCAVE EASTERLY, HAVING A RADIUS OF 193.00 FEET, A RADIAL LINE TO SAID BEGINNING OF CURVE BEARS SOUTH 82007'25" WEST; THENCE SOUTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 09A43'27"AN ARC LENGTH OF 32.76 FEET; THENCE SOUTH 17036'02" EAST, 7.64 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE NORTHEASTERLY,HAVING A RADIUS OF 5.00 FEET; THENCE SOUTHERLY AND SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 27°43'31"AN ARC LENGTH OF 2.42 FEET; Page I of 3 /� V050? EXHIBIT"A-3" Page 621 SERIAL NO. 1 A THENCE NON-TANGENT TO SAID CURVE NORTH 75052'32" EAST, 4.60 FEET; THENCE SOUTH 14°07'28" EAST,55.75 FEET; THENCE SOUTH 75052'32" WEST, 5.37 FEET TO THE BEGINNING OF A NON-TANGENT CURVE, CONCAVE WESTERLY, HAVING A RADIUS OF 283.00 FEET, A RADIAL LINE TO SAID BEGINNING OF CURVE BEARS NORTH 81031'15" EAST; THENCE SOUTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 08'035'45"AN ARC LENGTH OF 42.46 FEET; THENCE SOUTH 00007'00" WEST, 82.77 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE EASTERLY,HAVING A RADIUS OF 273.00 FEET; THENCE SOUTHERLY AND SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 29049'09" AN ARC LENGTH OF 142.08 FEET; THENCE SOUTH 29a42'09" EAST, 181.81 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE WESTERLY, HAVING A RADIUS OF 77.00 FEET; THENCE SOUTHEASTERLY AND SOUTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 30000'00"AN ARC LENGTH OF 40.32 FEET; THENCE SOUTH 00°17'51" WEST, 43.19 FEET TO THE BEGINNING OF A TANGENT CURVE,CONCAVE NORTHEASTERLY, HAVING A RADIUS OF 38.00 FEET; THENCE SOUTHERLY AND SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 71"56'07" AN ARC LENGTH OF 47.71 FEET TO THE CITY BOUNDARY LINE OF RANCHO CUCAMONGA AS SHOWN ON SAID RECORD OF SURVEY 19-0109, SAID POINT BEING THE TRUE POINT OF BEGINNING; THENCE LEAVING SAID CITY BOUNDARY LINE AND CONTINUING SOUTHEASTERLY AND EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 14037101" AN ARC LENGTH OF 9.69 FEET TO THE NORTHERLY LINE OF THE VARIABLE WIDTH ROAD EASEMENT GRANTED TO THE COUNTY OF SAN BERNARDINO PER THE DOCUMENT RECORDED AUGUST 14, 2001 AS INSTRUMENT NO. 20010368167, OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, SAID POINT BEING ON A NON-TANGENT CURVE, CONCAVE SOUTHERLY, HAVING A RADIUS OF 852.95 FEET, A RADIAL LINE TO SAID POINT ON CURVE BEARS NORTH 03"44'41" EAST; Page 2 of 3 EXHIBIT"A-3" WO, W2,130507 A10T . 3-0402- '2-7o3 Page 622 SERIAL NO. THENCE LEAVING SAID NORTHERLY LINE OF INSTRUMENT NO. 20010368167 AND ALONG A LINE RADIAL TO SAID 38.00 FOOT RADIUS CURVE NORTH 0304443" EAST, 1.82 FEET TO SAID CITY BOUNDARY LINE; THENCE ALONG SAID CITY BOUNDARY LINE NORTH 89"46'08" WEST, 9.61 FEET TO THE TRUE POINT OF BEGINNING. CONTAINING A GRID AREA 1 I SQUARE FEET, MORE OR LESS. THE BEARINGS AND DISTANCES USED IN THE ABOVE DESCRIPTIONS ARE CALIFORNIA COORDINATE SYSTEM OF 1983 (CCS83), ZONE 5 GRID, CSRS EPOCH 2017.30 (NAD83 2011), ALL DISTANCES SHOWN ARE GRID, TO OBTAIN GROUND DISTANCES DIVIDE BY 0.99993964. ALL FOUND MONUMENT DESCRIPTIONS AND BASIS OF BEARINGS ARE AS SHOWN ON EXHIBIT"B"ATTACHED HERETO AND MADE A PART HEREOF. THIS DESCRIPTION 1S NOT INTENDED FOR USE IN THE CONVEYANCE OF LAND IN VIOLATION OF THE SUBDIVISION MAP ACT OF THE STATE OF CALIFORNIA. THIS DOCUMENT HAS BEEN PREPARED BY ME,OR UNDER MY DIRECTION, IN CONFORMANCE WITH THE PROFESSIONAL LAND SURVEYOR'S ACT. PRELIMINARY 717/21 TIMOTHY S. 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UV C ( el o► a 0 w Z j F-F 1 I Z a V) a � LL� of �a O� F:O Oo x � Z t msi � b a 1� �I i Page 625 Q 6«a 4A81•� $ 3Zop �tqa �V1 � 4�O �i � � ��f ^'� b ZlA ��i � � fad �z5S W?' Yo p4� �uwtu3�.,ww3 �3� $ n CD Q 4+ V I/7 H Q �'t W at g p r :►1!� Sa Y�A r N Z �;u It W h � :��a Zd tq viQ) O�mp hZ2 Cd (la1 z -+ y-+p° 'i-iZo d �. Q aoz W fV)i W •• �D ; : c� N�a � N �O► �v1 NS •` � OOQ ZoPF- 2 o � Lc c � aac� W LL. 44 000 :x, i oo Cq z L) L) =zQ ZCOJ F-Q �.v , � ► oic 3 ci a c� a - Qgat Ft AR" Q2 �j4Ei Q pV4 ft 'K2 � lox j4 C 3 m y a ge c� �o Zy 0 0e MqHA -u § U .% jo $ • �' oa4 it EXHIBIT"0-7 Page 626 PLA DESCWH w Y LEEc EXHIBIT "B" THAT PORTION OF THE WEST ONE-HALF OF SECTION 16 IN TOWNSHIP 1 SOUTH, RANGE 6 WEST, SAN BERNARDINO MERIDIAN, IN THE UNINCORPORATED TERRITORY OF SAN BERNARDINO COUNTY, STATE OF CALIFORNIA. ACCORDING TO THE OFFICIAL PLAT THEREOF. 50. 40' I P.Q c APN 0229-291-22 csvmw OTY OF RAN2I0 CUCAMOWGA COWTY OF SAN BMAMM FOM 940 NAIL AND WAYtW �i NAPA STREET MAWD 1S 602'PEIR R.59 S 884 (N 2'09'E WOO' l68/m--m Rum AN - � (BASIS OF BEARW W) ` "~� ASPI�IALT r T.P.aa ;� ; 8942'09'w R.S6t tMIW-6i) -- r R/W LAW S 8842'09"E f R/W LVE -- 5 8140 n w t°3 3 TEMPORARY 2 CONSTRUCTION EASEMENT • (686 SaFT.) (0.016 AC.) Q ; 2866 O.R. 305 &EASTERLY LAME Or REC. 12/12/1951 NS� mil aR. r POR. APN 0229-291-23 2 WERAUY w POR. SECTION 16 SOU mT fS�OJ�B aR. C i �Jz T.I.S., R.6W.. S.B.M. ffC'GRi M 8/14/2001 &SOlIl1m Y Lm or �___.� AWST. AV 20faMI67 aR. I RECCI M 811412001 r LINE TABLE 50' j 40' AID! BEAgW LENGTH II 12' It S 007"1 w ,7,XpO �ild L2 N Et48'm-E 2870 L AN& SEE S a0!�� i rfrG'pb� r ; BASI SHEET A IF BEARINGS LEGEND, EASEMENT NOTE, AND * Na IM * PREPARED BY ME OR UNDER MY DIRECTION: SU►RWY0RS NOTE PRELIMINARY O 50 100 OF CA1.V� 7/7�21 SCALE IN FEET TIMOTHY S. FETTIG P.L.S. 7542 DATE (SHEET 1 OF 2) ECT PROJ WME -OUJ OIt 6t1 woods. IV Ms.: Jl ORDER NO.: NOT. NO.: CITY: N/A COUNTY: SAN BERNARDINO STATE: CA SUR4EYED BY N/A 5CE F.B. REF.: DATE: M�DcO DRAWN BY 08 MAP REF.: RECORD OF SURVEY 19-0109, R.S.& 168/S3-f3S � CHECKED Or JH TARES• s SERW. NO.: FILE NAIIEt Page 627 EXHIBIT "B" THAT PORTION OF THE WEST ONE—HALF OF SECTION 16 IN TOWNSHIP 1 SOUTH, RANGE 6 WEST. SAN BERNARDINO MERIDIAN. IN THE UNINCORPORATED TERRITORY OF SAN BERNARDINO COUNTY, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF. BASIS OF BEARINGS EASEMENT NOTE THE BEARINGS SHOWN HEREON ARE BASED (&PORTION OF 22, WIDE EASEMENT FOR OW 7HE CENTERLINE OF ERWANDA AVENUE. ROAD PURPOSES CRAN710 TD THE BEING N 007746" E. AS SHOWN ON COUNTY OF SAN SMARDINO PER INST. RECORD OF SURVEY 19--0109, FILED W NQ 20000412103. O.R., REC. 11/9/2000 R.S8. 168/53-64 RECORDS OF SAID COUNTY. LEGEND (XXXX) INDICATES 0195RL RECORD BOOK 16A RECORD GE 5J THROUGH 63, OF RECORDS OF SURREYS (R.SB. 168/53-63) FOUND AIONuMENT AS N07ED APN ASSESSOR'S PARCEL NUMBER CSRS CALIFORNIA SPAAAL REFERENCE SYSTEM f CENTERLINE INS7 INSTRUMENT LS LAND SURVEYOR O.R. O FILIAL RECORDS P.O:C POINT OF COMMENCEMENT PAR. PORTION REC. RECORDED R.IB. RECORD OF SURVEY BOOK R/W RIGHT-OF-WAY T.P.0.B. TRUE POINT OF BEGINNING ® TEMPORARY CONSTRUCTION EASEMENT 688 SF, a015 AC ------- PARENT PARCEL CITY BOUNDARY LINE ---- --- CENTERLINE --------- EASEMENT LINE SURVEYOR'S NOTE.• THE BEARINGS AND DISTANCES SHOWN ARE CAUFORNIA COORDINATE SYSTEM OF 1985 (CCS83). ZONE 5 OR/D, CRTS EPOCH 2O17,50 (NAD83 2011). ALL DISTANCES SHOWN ARE GRID. TO OBTAIN GROUND DISTANCES DIVIDE BY a 99993964. (SHEET 2 OF 2) PRalEcr NAYS: •'Qu u i EQ a u S.: ll, g ORDER NO.: k NOT. NO.: 0 7D MY: N/A C�1NIY: SAN BfRNAttDINO STATE: CA SU BrN/A SCE RVEYED F.B. REF„ DATE: DRA1�N BY: D8 MAP REF.: RECORD OF SURVEY 19-0109, R.S.B. 168/13-03 EDO OPC CHECKED BY: JH TARES• - " BERM(. NO.:7 FIlE NAYS: EXHIBIT"B-2" Page 628 �_ 6 N01103S '80d _ � 2� a o a s N►W- �' � spa *SAP HQ �J ' U) �0 w cd 0 rK LLJ Ld Z lz .0s 0* QV t S oz� gI WS Z LLJ CL a Lu v=,� g x1 00 `i' °m m a � M tL vi c Z z� `W8- O N N �`'OE8 F i 7i � IQ ,�°` ' tov z avi LL)OKF Qg N� a CL 0. 7 a a m vo� �w �x �Q w 000 CL J S V tC*j N N 4 wz 0OWZm � � WNW- `n �0 R. i a � .os or o k o WZca � ao fa itog a g� F-Q - - a' -+ Qd - - - --- R + 37 c a7 Z U n!Lt jV AMz 9- /a9t e�ar M .saarse a1! �bJO u .� N on a% LLJ <jr 13411S VAN � � � � w �m 1 ZC4 O Z � 1k: ZN ��4 r W O O i r/ Ix0) N aQ xl EXHIBIT "B-3" Page 629 at Z CA o a ao� ! C.- L in S z us ig Z8 - W Q 0 ; dl.� «•t�ilb H 41 $ o O N% 0Z , of N W �F d in cd 0O< °d y� m Z O� ii •• � Z bS 3 t tDF-0 wUri &W v � W�O� N H� � F► � O � CL Q1 N QpV p W� "�' N =Za Z ao 4 W2a % g z ZD_- 0W� y N RO x x co W U S3WVA ao XW W �b~ Z � Z cr Oo '� 2 UJI co EXHIBIT"B-3" Page 630 1"AR m QD 4fWW34�Wtu3333WW�u o LIM, ADZ � � F+izill W � ti����i � -`�� � a ZV �� `��� ° � s �z z Q W J inwzW DR3ii Nam � ?� � ��fgw�h ` ��� 8 m ? 10-6 Li Uo- = ' � �1 Paz O w�y i �� � � �� ooa W zKNoocc c3 � -. 0 z `D N LL z 3 W �yw _..Q c �%3 Ow F� 2 W K oo�, o� y �. 13 z Q� 2Z � z �} Q � 2r. Page 631 A 6AAA I CITY OF RANCHO CUCAMONGA $l DATE: August 21, 2024 TO: Mayor and Members of the City Council FROM: Elisa Cox, Assistant City Manager INITIATED BY: Jason C. Welday, Director of Engineering Services/City Engineer Ulises Benavente, Associate Engineer SUBJECT: Consideration to Order the Annexation to Landscape Maintenance District No. 1 Related to Case No. DRC2023-00121, Located at 8637 Vicara Drive (Project). This Project Has Been Determined by Staff to Be Exempt From the California Environment Quality Act (CEQA) Pursuant to CEQA Guidelines Section 15303 — New Construction or Conversion of Small Structures. (RESOLUTION NO. 2024-088) (CITY) RECOMMENDATION: Staff recommends the City Council adopt the attached resolution ordering the annexation into Landscape Maintenance District No. 1 for Case No. DRC2023-00121. BACKGROUND: On January 24, 2024, Case No. DRC2023-00121 (Project)was approved by the Planning Director for the construction of 3,817 single-story family residence with an attached 672 square-foot garage located at 8637 Vicara Drive, within the Very Low Residential (VL) Zone. The Project was conditioned for the property to be annexed into the appropriate Landscape Maintenance District. ANALYSIS: The owners, Craig Young and Rebecca Young, have submitted the required Consent and Waiver to Annexation form to be annexed into Landscape Maintenance District 1. A copy of the form is on file with the City Clerk's office. ENVIRONMENTAL ANALYSIS: Pursuant to the California Environmental Act (CEQA) and the City's local CEQA Guidelines, the Planning and Economic Development Department staff determined that the Project qualifies as a Class 3 exemption under state CEQA Guidelines Section 15303 — New Construction or Conversion of Small Structures. The exemption covers the construction of single-family residences in a residential zone. FISCAL IMPACT: The proposed annexations would supply additional annual revenue into Landscape Maintenance District No. 1 in the amount of$92.21. COUNCIL MISSION /VISION /VALUE(S) ADDRESSED: This item addresses the City Council's vision for the City by ensuring the maintenance of high- quality public improvements that promote a world class community. Page 632 ATTACHMENTS: Attachment 1 - Vicinity Map Attachment 2 - Resolution Ordering Annexation LMD No. 1 Page 2 Page 633 ATTACHMENT 1 Case No. DRC2023-00121 Vicinity Map NOT TO SCALE 1� WE 1 Vieara Drive Ycare Drive 0 3 CD L41T N m W x Cherry no 10 l - titititi 8637 Vicara Drive N Page 634 RESOLUTION NO. 2024-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO CUCAMONGA, CALIFORNIA, ORDERING THE ANNEXATION OF CERTAIN TERRITORY TO LANDSCAPE MAINTENANCE DISTRICT NO. 1 (GENERAL CITY) FOR PROJECT CASE NO. DRC2023-00121 WHEREAS, the City Council of the City of Rancho Cucamonga, California, has previously formed a special maintenance district pursuant to the terms of the "Landscape and Lighting Act of 1972", being Division 15, Part 2 of the Streets and Highways Code of the State of California (the "Act", said special maintenance district known and designated as Landscape Maintenance District No. 1 (General City) (the "District"); and WHEREAS, the provisions of Article 2 of Chapter 2 of the Act authorize the annexation of additional territory to the District; and WHEREAS, such provisions also provide that the requirement for the preparation of resolutions, and assessment engineer's report, notices of public hearing and the right of majority protest may be waived in writing with the written consent of all of the owners of property within the territory to be annexed; and WHEREAS, notwithstanding that such provisions of the Act related to the annexation of territory to the District, Article XIII D of the Constitution of the State of California ("Article XIII D") establishes certain procedural requirements for the authorization to levy assessments which apply to the levy of annual assessments for the District on the territory proposed to be annexed to such District; and WHEREAS, the owners of certain property described in Exhibit A attached hereto, and incorporated herein by this reference, have requested that such property (collectively, the "Territory") be annexed to the District in order to provide for the levy of annual assessments to finance the maintenance of certain improvements described in Exhibit B hereto (the "Improvements"); and WHEREAS, all of the owners of the Territory have filed with the City Clerk duly executed forms entitled "Consent And Waiver To Annexation Of Certain Real Property To A Maintenance District And Approval Of The Levy Of Assessments On Such Real Property" (the "Consent and Waiver"); and WHEREAS, by such Consent and Waiver, all of the owners of the Territory have expressly waived any and all of the procedural requirements as prescribed in the Act to the annexation of the Territory to the District and have expressly consented to the annexation of the Territory to the District; and WHEREAS, by such Consent and Waiver, all of the owners of the Territory have also expressly waived any and all of the procedural requirements as prescribed in the Act and/or Article XIII D applicable to the authorization to levy the proposed annual assessment against the Territory set forth in Exhibit B attached hereto and incorporated herein by this reference and have declared support for, consent to and approval of the authorization to levy such proposed annual assessment set forth in Exhibit C attached hereto; and Resolution No. 2024-XXX— Page 1 of 6 ATTACHMENT 2 Page 635 WHEREAS, by such Consent and Waiver, all of the owners of the Territory have also expressly agreed for themselves, their heirs, successors and assigns that: (1) The proportionate special benefit derived by each parcel in the Territory from the District Improvements has been determined in relationship to the entirety of the maintenance and operation expenses of the Improvements; (2) The proposed annual assessment does not exceed the reasonable cost of the proportional special benefit from the Improvements conferred on each parcel in the Territory. (3) Only the special benefits derived or to be derived by each parcel in the Territory from the Improvements have been included in the proposed annual assessment. WHEREAS, at this time the City Council desires to order the annexation of the Territory to the District and to authorize the levy of annual assessments against the Territory in amounts not to exceed the amounts set forth in Exhibit C hereto. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF RANCHO CUCAMONGA HEREBY RESOLVES AS FOLLOWS: SECTION 1: That the above recitals are true and correct. SECTION 2: The City Council hereby finds and determines that: a. The annual assessments proposed to be levied on each parcel in the Territory do not exceed the reasonable cost of the proportional special benefit conferred on each such parcel from the Improvements. b. The proportional special benefit derived by each parcel in the Territory from the Improvements has been determined in relationship to the entirety of the cost of the maintenance of the Improvement. C. Only special benefits will be assessed on the Territory by the levy of the proposed annual assessments. SECTION 3: This legislative body hereby orders the annexation the Territory to the District, approves the financing of the maintenance of the Improvements from the proceeds of annual assessments to be levied against the Territory and approves and orders the levy of annual assessments against the Territory in amounts not to exceed the amounts set forth in Exhibit C. SECTION 4: All future proceedings of the District, including the levy of all assessments, shall be applicable of the Territory. Resolution No. 2024-XXX— Page 2 of 6 Page 636 PASSED, APPROVED, AND ADOPTED this 21 day of August 2024. Resolution No. 2024-XXX— Page 3 of 6 Page 637 Exhibit A Identification of the Owner and Description of the Property to be Annexed The Owner of the Property is: Craig Young & Rebecca Young The legal description of the Property is: CUCAMONGA HOMESTEAD ASSN E 1/2 W 270 FT OF FOL DESC N 1/2 E 1/2 LOT 11 BLK 17 EX W 135 FT EX ST PER 9-14-84 #84-221158 Assessor's Parcels Numbers of the Property: 1061231130000 Resolution No. 2024-XXX— Page 4 of 6 Page 638 Exhibit B Description of the District Improvements Fiscal Year 2024/25 Landscape Maintenance District No. 1 (General City): Landscape Maintenance District No. 1 (General City) (the "Maintenance District") represents various landscaped areas, parks and community trails located at various sites throughout the City. These sites consist of several non-contiguous areas throughout the City. As such, the parcels within this District do not represent a distinct district area as do the other LMD's within the City. Typically, new parcels within this District have been annexed upon development. The various sites maintained by the District consist of parkways, median islands, paseos, street trees, entry monuments, community trails and parks. The parks consist of Bear Gulch Park, East and West Beryl Park, Old Town Park, Church Street Park, Golden Oaks Park, Hermosa Park, and the undeveloped Don Tiburcio Tapia Park. Proposed additions to the Improvements for Project Case No. DRC2023-00121: None Resolution No. 2024-XXX— Page 5 of 6 Page 639 Exhibit C Proposed Annual Assessment Fiscal Year 2024/25 Landscape Maintenance District No.1 (General City): The rate per Equivalent Benefit Unit (EBU) is $92.21 for the fiscal year 2024/25. The following table summarizes the assessment rate for Landscape Maintenance District No. 1 (General City) for DRC2023-00121: EBU* Rate per Land Use Basis Factor EBU* Single Family Residential Parcel 1.00 $92.21 Multi-Family Residential Unit 0.50 92.21 Non-Residential Acre 2.00 92.21 The proposed annual assessment for the property described in Exhibit A is as follows: 1 Parcel x 1.00 EBU Factor x $92.21 Rate per EBU = $92.21 Annual Assessment Resolution No. 2024-XXX— Page 6 of 6 Page 640 A 6AAA I CITY OF RANCHO CUCAMONGA $l DATE: August 21, 2024 TO: Mayor and Members of the City Council FROM: John R. Gillison, City Manager INITIATED BY: Jason C. Welday, Director of Engineering Services/City Engineer Ulises Benavente, Associate Engineer SUBJECT: Consideration to Approve an Improvement Agreement, an Improvement Securities for Public Improvements, and a Resolution Ordering the Annexation to Landscape Maintenance District No. 3B Submitted by FL Transportation, Inc., Related to Case No. DRC2020-00222, Located on Southwest Corner of Hellman Avenue and 8th Street (Project). The Project Has Been Determined by Staff to Be Exempt from the California Environmental Quality Act (CEQA) Pursuant to CEQA Guidelines Section 15311 - Accessory Structures. (RESOLUTION NO. 2024-087) (CITY) RECOMMENDATION: Staff recommends the City Council: 1. Approve an Improvement Agreement for the public improvements related to the Project and authorize the Mayor and the City Clerk to sign said Agreement; 2. Accept security in the form of bonds for completion of the related public improvements; 3. Approve the plans and specifications for the related public improvements on file with the City Engineer; and 4. Adopt the attached resolution ordering the annexation to Landscape Maintenance District No. 3B. BACKGROUND: On April 12, 2023, the Planning Director approved Case No. DRC2020-00222 (Project) for the development of a 212-space satellite truck/trailer parking facility located on the southeast corner of Hellman Avenue and 8th Street. Case No. DRC2020-00222 was approved with a condition that certain public improvements be constructed including street improvements, curb and gutter, street trees, and storm drain relocation improvements. ANALYSIS: The developer, FL Transportation, Inc., has submitted an Improvement Agreement and securities to guarantee construction of the off-site public improvements in the following amounts: Faithful Performance Bond No. 107958854 $137,800 Labor and Material Bond No. 1079558854 $137,800 Page 641 Approval of these items by the Council would approve the Improvement Agreements, accept the securities for the construction of certain public improvements, and adopt the attached resolution ordering the annexation to Landscape Maintenance District No. 3B. Copies of the Improvement Agreement and annexation form are on file in the City Clerk's office. ENVIRONMENTAL ANALYSIS: Pursuant to the California Environmental Act (CEQA) and the City's local CEQA Guidelines, the Planning Director determined that the Project qualifies as a Class 11 exemption under state CEQA Guidelines Section 15311 — Accessory Structures, which covers the construction related to existing facilities including the construction of parking lots. FISCAL IMPACT: The proposed annexation would supply additional annual revenue into the landscape maintenance district in the following amount: Landscape Maintenance District No. 3B: $2,286.14 The developer will be installing 20 new street trees that will be maintained by the City. COUNCIL MISSION /VISION /VALUE(S) ADDRESSED: This item addresses the City Council's vision to build on our success as a world class community, to create an equitable, sustainable, and vibrant city, rich in opportunity for all to thrive through the construction of high-quality public improvements. ATTACHMENTS: Attachment 1 - Vicinity Map Attachment 2 - Resolution Ordering Annexation LMD No. 3B Page 2 Page 642 ATTACHMENT 1 Case No. DRC2020-00222 9000 Hellman Avenue 3 AP and SF Railroad AT and SF Railroad ash St Sth St s 3 Vicinity Map NOT TO SCALE N Page 643 RESOLUTION NO. 2024-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO CUCAMONGA, CALIFORNIA, ORDERING THE ANNEXATION OF CERTAIN TERRITORY TO LANDSCAPE MAINTENANCE DISTRICT NO. 3B (COMMERCIAL INDUSTRIAL) FOR DRC2020-00222 WHEREAS, the City Council of the City of Rancho Cucamonga, California, has previously formed a special maintenance district pursuant to the terms of the "Landscape and Lighting Act of 1972", being Division 15, Part 2 of the Streets and Highways Code of the State of California (the "Act", said special maintenance district known and designated as Landscape Maintenance District No. 3B (Commercial Industrial) (the "District"); and WHEREAS, the provisions of Article 2 of Chapter 2 of the Act authorize the annexation of additional territory to the District; and WHEREAS, such provisions also provide that the requirement for the preparation of resolutions, and assessment engineer's report, notices of public hearing and the right of majority protest may be waived in writing with the written consent of all of the owners of property within the territory to be annexed; and WHEREAS, notwithstanding that such provisions of the Act related to the annexation of territory to the District, Article XIII D of the Constitution of the State of California ("Article XIII D") establishes certain procedural requirements for the authorization to levy assessments which apply to the levy of annual assessments for the District on the territory proposed to be annexed to such District; and WHEREAS, the owners of certain property described in Exhibit A attached hereto, and incorporated herein by this reference, have requested that such property (collectively, the "Territory") be annexed to the District in order to provide for the levy of annual assessments to finance the maintenance of certain improvements described in Exhibit B hereto (the "Improvements"); and WHEREAS, all of the owners of the Territory have filed with the City Clerk duly executed forms entitled "Consent And Waiver To Annexation Of Certain Real Property To A Maintenance District And Approval Of The Levy Of Assessments On Such Real Property" (the "Consent and Waiver"); and WHEREAS, by such Consent and Waiver, all of the owners of the Territory have expressly waived any and all of the procedural requirements as prescribed in the Act to the annexation of the Territory to the District and have expressly consented to the annexation of the Territory to the District; and WHEREAS, by such Consent and Waiver, all of the owners of the Territory have also expressly waived any and all of the procedural requirements as prescribed in the Act and/or Article XIII D applicable to the authorization to levy the proposed annual assessment against the Territory set forth in Exhibit B attached hereto and incorporated herein by this reference and have declared support for, consent to and approval of the authorization to levy such proposed annual assessment set forth in Exhibit C attached hereto; and Resolution No. 2024-XXX— Page 1 of 6 ATTACHMENT 2 Page 644 WHEREAS, by such Consent and Waiver, all of the owners of the Territory have also expressly agreed for themselves, their heirs, successors and assigns that: (1) The proportionate special benefit derived by each parcel in the Territory from the District Improvements has been determined in relationship to the entirety of the maintenance and operation expenses of the Improvements; (2) The proposed annual assessment does not exceed the reasonable cost of the proportional special benefit from the Improvements conferred on each parcel in the Territory. (3) Only the special benefits derived or to be derived by each parcel in the Territory from the Improvements have been included in the proposed annual assessment. WHEREAS, at this time the City Council desires to order the annexation of the Territory to the District and to authorize the levy of annual assessments against the Territory in amounts not to exceed the amounts set forth in Exhibit C hereto. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF RANCHO CUCAMONGA HEREBY RESOLVES AS FOLLOWS: SECTION 1: That the above recitals are true and correct. SECTION 2: The City Council hereby finds and determines that: a. The annual assessments proposed to be levied on each parcel in the Territory do not exceed the reasonable cost of the proportional special benefit conferred on each such parcel from the Improvements. b. The proportional special benefit derived by each parcel in the Territory from the Improvements has been determined in relationship to the entirety of the cost of the maintenance of the Improvement. c. Only special benefits will be assessed on the Territory by the levy of the proposed annual assessments. SECTION 3: This legislative body hereby orders the annexation the Territory to the District, approves the financing of the maintenance of the Improvements from the proceeds of annual assessments to be levied against the Territory and approves and orders the levy of annual assessments against the Territory in amounts not to exceed the amounts set forth in Exhibit C. SECTION 4: All future proceedings of the District, including the levy of all assessments, shall be applicable of the Territory. Resolution No. 2024-XXX— Page 2 of 6 Page 645 PASSED, APPROVED, AND ADOPTED this 21 day of August 2024. Resolution No. 2024-XXX— Page 3 of 6 Page 646 Exhibit A Identification of the Owner and Description of the Property to be Annexed The Owner of the Property is: FL TRANSPORTATION INC The legal description of the Property is: CUCAMONGA FRUIT LANDS EAST 1/2 LOT 3 SECTION 15 TOWNSHIP 1 SOUTH, RANGE 7 WEST EXCEPT RAILROAD Assessor's Parcels Numbers of the Property: 0209-151-36-0000 Resolution No. 2024-XXX— Page 4 of 6 Page 647 Exhibit B Description of the District Improvements Fiscal Year 2024/25 Landscape Maintenance District No. 3B (Commercial Industrial): Landscape Maintenance District No. 3B (Commercial Industrial) (the "Maintenance District") represents landscape sites throughout the Commercial/Industrial Maintenance District. The various landscape sites that are maintained by this district consist of median islands, parkways, street trees and entry monuments. Proposed additions to the Improvements for Project DRC2020-00222: Installation of twenty (20) street trees Resolution No. 2024-XXX— Page 5 of 6 Page 648 Exhibit C Proposed Annual Assessment Fiscal Year 2024/25 Landscape Maintenance District No. 3B (Commercial Industrial): The rate per Equivalent Benefit Unit (EBU) is $282.24 for the fiscal year 2024/25. The following table summarizes the assessment rate for Landscape Maintenance District No. 3B (Commercial Industrial) for DRC2020-00222: EBU Rate per Land Use Basis Factor* EBU* Non-Residential Acre 1.00 $282.24 The proposed annual assessment for the property described in Exhibit A is as follows: 8.10 Acres x 1.00 EBU Factor x $282.24 Rate per EBU = $2,286.14 Annual Assessment Resolution No. 2024-XXX— Page 6 of 6 Page 649 CITY OF RANCHO CUCAMONGA DATE: August 21, 2024 TO: Mayor and Members of the City Council FROM: John R. Gillison, City Manager INITIATED BY: Jason C. Welday, Director of Engineering Services/City Engineer Justine Garcia, Deputy Director of Engineering Services SUBJECT: Consideration of a Resolution Adopting the Measure I Five-Year Capital Improvement Plan Covering Fiscal Years 2024-2029. (RESOLUTION NO. 2024-089) (CITY) RECOMMENDATION: Staff recommends the City Council adopt the attached resolution approving the Local Measure I Five-Year Capital Improvement Plan Expenditure Strategy as requested by the San Bernardino County Transportation Authority to provide a public record of the intended use of Local Measure I funds. BACKGROUND: Measure I, the county-wide transportation sales tax program, requires that each local jurisdiction receiving revenues from the program annually adopt a Five-Year Capital Improvement Plan (Plan) which outlines the specific projects and anticipated costs for which Measure I funds will be used. In addition to adopting the Plan, the City is required by San Bernardino County Transportation Authority (SBCTA) Policy No. 40003 to annually acknowledge the requirement to meet the minimum General Fund Maintenance of Effort(MOE) level approved by both the City Council and SBCTA Board in February and March 2016 respectively. The required MOE level for Fiscal Year 2024/25 is $2,225,757. ANALYSIS: Staff has prepared the Plan (Attachment 1 —Exhibit A)for consideration by the City Council. Upon adoption of the resolution, the plan will be kept on file with the San Bernardino County Transportation Authority (SBCTA) for informational purposes. The Plan includes pavement rehabilitation, traffic signal and striping improvements, and concrete repairs and improvements in Fiscal Year 2024/25 and aligns with the adopted Fiscal Year 2024/25 Budget. In addition to the Plan, the City is required to adopt the attached Measure I Capital Improvement Plan Expenditure Strategy (Attachment 1 — Exhibit B). This strategy is a narrative policy statement estimating the types of projects Local Measure I Funds are to be used for and the percentage of funds allocated for each type of project. FISCAL IMPACT: Approval of this item will meet SBTCA Five-Year Capital Improvement Plan, MOE, and Expenditure Strategy requirements allowing the City to continue receiving Measure "I" funding. Page 650 COUNCIL MISSION /VISION /VALUE(S) ADDRESSED: This item addresses the City Council's vision for the City by ensuring continued funding for the construction of high quality public improvements that promote a world class community. ATTACHMENTS: Attachment 1 - Resolution No. 2024-089 Page 2 Page 651 RESOLUTION NO. 2024-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO CUCAMONGA, CALIFORNIA ADOPTING THE MEASURE I FIVE-YEAR CAPITAL IMPROVEMENT PLAN FOR FY202412025 THROUGH FY202812029 WHEREAS, San Bernardino County voters approved passage of Measure I in November 2004, authorizing the San Bernardino County Transportation Authority to impose a one-half of one percent retail transactions and use tax applicable in the incorporated and unincorporated territory of the County of San Bernardino; and WHEREAS, revenue from the tax can only be used for transportation improvement and traffic management programs authorized in the Expenditure Plans set forth in Ordinance No. 04-01 of the Authority; and WHEREAS, the Strategic Plan requires each local jurisdiction applying for revenue from the Local Street Program to annually adopt and update a Five-Year Capital Improvement Plan; and WHEREAS, California Public Utilities Code 190300 and Ordinance No. 04-01 require each local jurisdiction to maintain General Fund expenditures for transportation- related construction and maintenance activities at the required Maintenance of Effort base year level in each fiscal year of the adopted Five-Year Capital Improvement Plan, which for the City of Rancho Cucamonga is $2,225,757. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF RANCHO CUCAMONGA, CALIFORNIA HERBY RESOLVES, that the Measure I Five-Year Capital Improvement Plan, attached to this resolution as Exhibit A, and the Measure I Capital Improvement Plan Expenditure Strategy — Fiscal Year 2024/25 thru 2028/29 (Exhibit B) are hereby adopted. PASSED, APPROVED, AND ADOPTED this 21 st day of August 2024. Attachment 1 Page 652 Exhibit A Resolution Number: 2024-XXX Jurisdiction: Measure I Local Pass-through Program Resolution Approval Date: 812112024 ContactPerson/Title: Justine Garcia,Dep.Dir.Eng Svcs FIVE YEAR CAPITAL IMPROVEMENT PLAN Rancho Cucamonga Phone: 909-774-2046 Fiscal Years 2024/2025 thru 2028/2029 Email: justine.garcia@cityofrc.us 6130/24 Carryover BalanceF $8258,446A0 Is Project in FY2024/25 Est.Revenue FY2025/26 Est.Revenue FY2026/27 Est.Revenue FY2027128 Est.Revenue FY2028129 Est.Revenue Total Est.Rev. Cws Does Project Is the Project on he CAys Transportatioton.n Component.? New Nexus Study List? Estimated Total $4,532,361 $4,633,495 $4,765,141 $4,894,858 $5,062,174 $23,888,029 TranPlan? on Component? (PublidDIF Share%) Project Cost Plan? (Yes/No) Current Current Current Curren( Curren( Total (YesMo) Estimate Estimate Estimate Estimate Estimate Local Street Rehabilitation-Citywide No No 0.0% 0.0%1 $3,500,000 $3,500,000 $2,500,0001 $2,000,000 $2,000,000 $2,000,000 $12,000,000 Concrete contract Services-Maintenance Citywide No No 0.0% 0.0% $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $500,000 Major Traffic Signal Repairs No No 0.0% 0.0% $187,000 $187,000 $190,000 $190,000 $190,000 $190,000 $947,000 Signal Contract Services-Maintenance Citywide No No 0.0% 0.0% $1,023,000 $1,023,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $5,023,000 SldpingContractServices-Maintenance Citywide No No 0.0% 0.0% $150,000 $150,000 $150,000 $150,000 $150,000 $150,000 $750,000 6th Street Rehabilitation-Haven to Cleveland No No 0.0% 0.0%. $1,220,000 $1,220,000 $0 $0 $0 $0 $1,220,000 0.0% 0.0% $0 $0 $0 $0 $0 $0 $0 0.0% 0.0% $0 $0 $0 $0 $0 $0 $0 0.0% 0.0% $0 $0 $0 $0 $0 $0 $0 0.0% 0.0% $0 $0 $0 $0 $0 $0 $0 0.0% 0.0% $0 $0 $0 $0 $0 $0 $0 0.0% 0.0% $0 $0 $0 $0 $0 $0 $0 0.0% 0.0% $0 $0 $0 $0 $0 $0 $0 0.0% 0.0% $0 $0 $0 $0 $0 $0 $0 0.0% 0.0% $0 $0 $0 $0 $0 $0 $0 0.0% 0.0% $0 $0 $0 $0 $0 $0 $0 0.0% 0.0% $0 $0 $0 $0 $0 $0 $0 0.0% 0.0% $0 $0 $0 $0 $0 $0 $0 0.0% 0.0% $0 $0 $0 $0 $0 $0 $0 0.0% 0.0% $0 $0 $0 $0 $0 $0 $0 0.0% 0.0% $0 $0 $0 $0 $0 $0 $0 0.0% 0.0% $0 $0 $0 $0 $0 $0 $0 0.0% 0.0% $0 $0 $0 $0 $0 $0 $0 0.0% 0.0% $0 $0 $0 $0 $0 $0 $0 0.0% 0.0% $0 $0 $0 $0 $0 $0 $0 0.0% 0.0% $0 $0 $0 $0 $0 $0 $0 0.0% 0.0% $0 $0 $0 $0 $0 $0 $0 0.0% 0.0% $0 $0 $0 $0 $0 $0 $0 0.0% 0.0% $0 $0 $0 $0 $0 $0 $0 0.0%1 0.0% $0 $0 $0 $0 $0 $0 $0 Projects Total: $6,180,000 $3,940,000 $3,440,000 $3,440,000 $3,440,000 $20,440,000 Must not exceed 150%of Carryover Balance Total Programming is currently 62% Total Estimated Programming: +Total Estimated Revenues $20,440,000 Page 1 of 1 Page 653 Exhibit B CITY OF RANCHO CUCAMONGA MEASURE I CAPITAL IMPROVEMENT PLAN EXPENDITURE STRATEGY Fiscal Year 2024/2025 thru 2028/2029 Each jurisdiction shall adopt a Measure I Capital Improvement Plan Expenditure Strategy as part of the annual Capital Improvement Plan adoption. The Expenditure Strategy is not intended to be a narrative description of the projects listed in the Capital Improvement Plan. Instead, the Expenditure Strategy should provide the policy approach adopted by the Council for the expenditure of Measure I funds. The jurisdictional Expenditure Strategy provides an opportunity to document circumstances or analyses which are not otherwise apparent when reviewing the Measure I Capital Improvement Plan. You must include the strategy as part of the annual Capital Improvement Plan adopted by your governing body. The Measure I Capital Improvement Plan Expenditure Strategy for the expenditure of Measure I funds will use the City's General Plan Circulation Element as its basis. The City currently has an estimated carryover balance of approximately $8.9 million in the Measure I Local Street fund and anticipates approximately$4.5 million in new revenue for Fiscal Year 2024/25. In this next fiscal year, the City is planning to use approximately $6.2 million on local street capita rojects and nroarams as follows: Type of Improvement Estimated Cost FY Percentage 2024/25 Maintenance, Rehabilitation, and Repair $4.7 million 76% of Existing Roadways Traffic Signal Improvements, Pavement $1.4 million 22% Striping, and Maintenance Concrete Services (ADA, Repairs and $100,000 2% Sidewalks Over the Five-Year Plan it is anticipated that the Measure I funds will be allocated in the following manner: Type of Improvement Estimated Cost Percentage FY 2024/25 — 2028/29 Maintenance, Rehabilitation, and Repair $13.2 million 65% of Existing Roadways Traffic Signal Improvements, Pavement $6.7 million 33% Striping, and Maintenance Concrete Services (ADA, Repairs and $500,000 2% Sidewalks) Page 654 A 6AAA I CITY OF RANCHO CUCAMONGA $l DATE: August 21, 2024 TO: Mayor and Members of the City Council FROM: John R. Gillison, City Manager INITIATED BY: Robert Neiuber, Human Resources Director SUBJECT: Consideration to Approve a Resolution Adopting a Side Letter Agreement Between the City of Rancho Cucamonga and the Executive Management Group and Salary Schedule for Executive Management Group Job Classifications Employed by the City of Rancho Cucamonga for Fiscal Year 2024-25. (RESOLUTION NO. 2024-086) (CITY) RECOMMENDATION: Staff recommends the City Council approve a resolution adopting a side letter of agreement between the City of Rancho Cucamonga and the Executive Management Group (EMG) and Salary Schedule for EMG Job Classifications Employed by the City of Rancho Cucamonga for Fiscal Year 2024-25. BACKGROUND: The City sought a way to avoid compaction between the Department Head, Deputy City Manager, and Assistant City Manager positions. The parties agreed to amend Section 3 of the current MOU, "Salary Structure" for the Deputy City Manager position. ANALYSIS: To avoid compaction between the Department Head and Deputy City Manager positions and provide a consistent interval between the Deputy City Manager and Assistant City Manager positions The City proposed amending the EMG MOU. The wording added states, "The Deputy City Manager position salary range will be set 20% below the Assistant City Manager salary range in order to avoid compaction." An update to the EMG salary schedule includes adjusting the bottom step and top step of the Deputy City Manager salary range to be 20% below the Assistant City Manager salary range. Staff recommends that the City Council approve the attached resolution adopting a side letter agreement and salary schedules for job classifications employed by the Executive Management Group for the Fiscal Year 2024-25. This Side Letter of Agreement shall be incorporated into the EMG MOU. The MOU shall remain in full force and effect except to the extent modified by this Side Letter of Agreement. This Side Letter of Agreement shall not be effective until ratified by the City Council and approved by EMG. Page 655 FISCAL IMPACT: The fiscal impact of the changes to the Deputy City Manager positions would not result in an increase in costs for FY 2024-25, until February 2025, as part of the Professional Development Plan annual process as current Deputy City Managers are within the current range. This would result in general additional fund costs of approximately $5,500. These costs would come out of expected fiscal year 2024-25 Deputy City Manager salary saving due to a current vacancy. Any future fiscal impacts would be budgeted accordingly. COUNCIL MISSION /VISION /VALUE(S) ADDRESSED: This item addresses the City's Vision to build on our success as a world-class community, create an equitable, sustainable, and vibrant City, rich in opportunity for all to thrive. ATTACHMENTS: Attachment 1 - Resolution Attachment 2 - EMG Side Letter Agreement Attachment 3 - Executive Management Group Salary Schedule Page 2 Page 656 RESOLUTION NO. 2024-086 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO CUCAMONGA, CALIFORNIA, APPROVING A SIDE LETTER OF AGREEMENT BETWEEN THE CITY OF RANCHO CUCAMONGA AND THE EXECUTIVE MANAGEMENT GROUP WHEREAS, representatives of the City of Rancho Cucamonga (City) and Executive Management Group (EMG) representatives have met and conferred pursuant to the provisions of the Meyers-Milias-Brown Act (California Government Code § 3500, et seq.) with regard to terms and conditions of employment; and WHEREAS, representatives of the City and EMG representatives have agreed upon and presented to this City Council Side Letter Agreements (See attached Side Letter Agreements 2). NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF RANCHO CUCAMONGA HEREBY RESOLVES that said Side Letter Agreement with EMG is hereby approved and the City Manager is hereby authorized to sign said Side Letter Agreements on behalf of the City of Rancho Cucamonga, and the City Clerk to attest thereto. PASSED, APPROVED, AND ADOPTED this 21St day of August 2024. ATTACHMENT 1 Resolution No. 2024-086 - Page 1 of 2 Page 657 Resolution No. 2024-086 - Page 2 of 2 Page 658 SIDE LETTER OF AGREEMENT BETWEEN THE CITY OF RANCHO CUCAMONGA AND THE EXECUTIVE MANAGEMENT EMPLOYEE GROUP The City of Rancho Cucamonga ("City") and the Executive Management Employee Group (collectively, the "Parties") entered into a Memorandum of Understanding ("MOU") that commenced on July 1, 2024, and expires on December 31, 2025. The Parties met and conferred in good faith in August 2024. The Parties agreed To modify Section 3A as follows (see underlined section below): A. In order to prevent compaction issues, the top step of every Executive Management Covered employee's salary range should be a minimum of 5% above the top step of the available salary range of any subordinate employee as determined by the City Manager. The Deputy City Manager position salary range will be set 20% below the Assistant City Manager salary range in order to avoid compaction. Human Resources will review compaction issues each year taking into account any changes in salary ranges due to increases in control points, top steps and cost of living adjustments. This Side Letter of Agreement shall be incorporated into the MOU. The MOU shall remain in full force and effect except to the extent modified by this Side Letter of Agreement. This Side Letter of Agreement shall not be effective until ratified by the City Council and approved by the Executive Management Employee Group. For the City of Rancho Cucamonga For the Executive Management Employee Group John Gillison Jennifer Hunt-Gracia City Manager Executive Management Group Representative ATTACHMENT 2 Page 659 Resolution No. 2024-086 EXECUTIVE MANAGEMENT GROUP ASSIGNMENTS OF CLASSIFICATIONS TO PAY RANGES Monthly Pay Ranges effective August 26, 2024 Minimum Control Point Maximum Class Title Step Amount Step Amount Step Amount Animal Services Director 1604 $10,146 1654 $13,020 1674 $14,385 Assistant City Manager 1700 $16,378 1752 $21,226 1772 $23,454 Building and Safety Services Director 1609 $10,402 1659 $13,349 1679 $14,749 City Clerk Services Director 1594 $9,652 1655 $13,085 1 1675 $14,458 City Manager 1756 $21,655 1807 $27,927 1827 $30,856 Community Services Director 1627 $11,380 1677 $14,602 1697 $16,134 Deputy City Manager 1660 $13,415 1712 $17,388 1732 $19,211 Economic Development Director 1625 $11,266 1675 1 $14,458 1695 $15,974 Eng Svs Director/City Engineer 1628 $11,436 1678 $14,675 1698 $16,215 Finance Director 1637 $11,961 1695 $15,974 1715 $17,650 Human Resources Director 1621 $11,044 1671 $14,172 1691 $15,658 Innovation and Technology Director 1637 $11,961 1677 $14,602 1697 1 $16,134 Library Director 1615 $10,718 1665 1 $13,754 1685 $15,197 Planning Director 1621 $11,044 1671 $14,172 1691 $15,658 Public Works Services Director 1627 $11,380 1677 $14,602 1697 $16,134 Fire Chief* A $17,467 F $22,293 * Included for informational purposes only-This is a Fire District Management Employee Group position not a City position ATTACHMENT 3 Executive Management Salary Schedule August 26, 2024 Page 660 CITY OF RANCHO CUCAMONGA DATE: August 12, 2024 TO: Mayor and Members of the City Council FROM: John R. Gillison, City Manager INITIATED BY: Carrie Rios, Community Improvement Manager SUBJECT: Discussion and Formation of the City of Rancho Cucamonga Parking Authority Including (1) a Resolution of the City Council of the City of Rancho Cucamonga, California Declaring the Need for a Parking Authority to Function in the City; (2) Declaring the City Council to be the Board of Directors of the Parking Authority; (3) a Resolution of the Board of Directors of the City of Rancho Cucamonga Parking Authority Approving Bylaws of the Parking Authority; (4) Draft Bylaws of the City of Rancho Cucamonga Parking Authority. (CITY RESOLUTION NO. 2024-085 AND PARKING AUTHORITY RESOLUTION NO. RCPA 2024-001) (CITY/RCPA) RECOMMENDATION It is recommended the City Council adopt the attached resolutions to formally establish the City of Rancho Cucamonga Parking Authority, designate the City Council as its Board of Directors, and adopt and approve Bylaws for the Parking Authority. BACKGROUND The California Streets and Highways Code (S&H Code), Part 2 of Division 18, provides authorization for any municipality to form a parking authority to manage parking needs within a city. The parking authority may only transact business and exercise its powers once the City Council, by resolution, declares the need for the parking authority. Rancho Cucamonga is an existing City, incorporated over 45 years ago, in a largely suburban form. Particularly since the adoption of the 2020 General Plan, the City is transitioning to a suburban community with an urban core and corridors. As part of this transition, parking moves from a dispersed public and private commodity that is not centrally managed to a critical piece of the urban infrastructure which requires more careful construction, maintenance, and regulation to ensure that it successfully meets the needs of a healthy business and residential community. With Rancho Cucamonga's current and near-term anticipated growth, particularly due to increased residential density and the forthcoming high-speed rail terminus, establishing a Parking Authority at present will ensure a structured and efficient approach to parking. ANALYSIS In an urban setting or a shared urban-suburban setting, parking becomes a critical commodity and infrastructure component that requires a more deft approach to developing and managing to ensure that it remains available, is safe and accessible, and exists in sufficient quantities to allow business and residential developments to thrive, while not unnecessarily burdening acres of Page 661 valuable property with surface packing. Often this means that parking transitions to a structured environment in which public and private parking co-exist and one parking structure may serve multiple developments. As noted previously, with the adoption of a new General Plan in 2020, the City of Rancho Cucamonga is seeing anticipated mixed-use growth along major arterial corridors in the City, along with business expansion and the arrival in 2028 of the Brightline West High- Speed rail from Las Vegas to Rancho Cucamonga. The abovementioned transition is already underway in Rancho Cucamonga. As a shared commodity, parking in an urban environment needs to be monitored, maintained, and allocated accordingly to ensure businesses thrive, and sufficient parking is available to maintain the quality of life. Upon a comprehensive review of how the City handles parking permits and enforcement, it has been determined the current system is fragmented among multiple departments, lacks clear accountability, provides weak enforcement, and is largely ad hoc having grown without a plan over the last 20 years. Creating a parking authority allows us to centralize permit issuance which right now exists in multiple divisions of Engineering, into one central unit. Enforcement, which is largely contracted to the Sheriff for whom it is a lower priority, can be brought in-house to dedicated staff. A single central software for permit issuance and tracking can be implemented which right now does not exist. Finally, the current system has no provision for construction or finance of future parking facilities which the new system has been designed to accommodate. The proposed Resolution will establish the City of Rancho Cucamonga Parking Authority with the following goals: 1. Parking Program Goals: a) Optimize Parking Utilization: Enhance the efficiency of current and future parking resources. b) Streamline Program Management: Improve operational efficiency and coordination. c) Increase Compliance and Enforcement Efforts: Strengthen enforcement to ensure adherence to parking regulations and availability for all users. d) Implement Modern Technology: Utilize technology to improve access and safety for users and management and enforcement for staff. e) Balance Diverse Needs: Apply various parking models based on area-specific characteristics. f) Improve Parking Experience: Address current uncoordinated parking arrangements, maintain, and improve existing and future parking areas, and ensure all parking remains safe for users. g) Implement Financially Sustainable Strategies: Ensure that parking management practices are economically viable and revenues that are generated from both parking permits, as well as parking enforcement, go back into maintenance, operations, and expansion. Page 662 2. Parking Authority Formation: a) Authority Structure: As provided by S&H Code Section 32650, the City already has a parking authority but must declare its need through this Resolution to activate its powers. Staff recommends that the City Council hereby declares itself to be the Board of Directors of the Parking Authority under S&H Code Section 32661.1, with all the rights, powers, duties, privileges, and immunities vested by the Parking Law of 1949. Staff also recommends the designation of the Mayor as the Chair of the Board of Directors of the Parking Authority, and the designation of the City Clerk as the Secretary of the Parking Authority. b) Jurisdiction: The Authority will oversee: 1) Cucamonga Station: permit parking for daily/monthly use now or in the future 2) Cucamonga Canyon parking zone: permit parking for daily use now or in the future 3) Hermosa and Foothill Paid Parking Zone 4) East Avenue Paid Parking Zone 5) Residential Permit Parking Districts: established in various parts of the city, including: a) Skyline Road, Inspiration Drive, Crest View Place, Crest View Court b) San Felipe Court c) Merlot Court d) Apple Lane, Beechwood Drive, Valinda Avenue, Date Avenue, Bonita Avenue e) Bella Vista Drive, Henry Street f) Almond Street, Via Serena g) North Rim Way, Golden Prairie Drive, Stagecoach Court, Cheyenne Court, Sagebrush Court h) De Anza Drive, Emery Place, Meyers Drive, Danner Court 6) Estacia Street, Elmhurst Avenue, Stafford Street, Dorset Court, Effen Street, Cambridge Avenue, Malvern Avenue (the 4 houses south of Dorset) East of Hermosa Avenue 7) Existing City-owned public parking lots at all facilities 8) Existing prohibited on-street parking areas 9) Existing and future parking facilities, if owned by the city, at the Epicenter and Victoria Gardens. 10)Future public parking at Haven/Civic and Milliken/Azusa 11)Future Annexed areas as determined at that time c) Authority Powers: The Parking Authority will be able to acquire, construct, rent, lease, maintain, repair, manage, or operate parking facilities. It will prepare an annual report on its financial transactions, including revenue and expenses, for City Council review. d) Authority Funding: After the formation of the authority, a funding structure will be developed. The Authority will have access to the current permit parking funding (Metrolink, Cucamonga Canyon, Hermosa/Foothill, East Avenue, and existing Residential Permits) as well as potential future revenue streams for capital construction. Page 663 e) Authority Bylaws: The City Attorney has drafted an initial set of Bylaws for the City of Rancho Cucamonga Parking Authority. Those bylaws delineate the name of the Authority, its Purpose and location of corporate offices, who the members and governing board are, officers and their duties, regular meetings, reports, and the ability of the Authority to enter into contracts. FISCAL IMPACT Initial costs will include administrative expenses for establishing the Authority, with ongoing costs for its operation and reporting. Detailed financial impacts will be addressed in subsequent budget reports. Existing costs for enforcement and permits are a general fund expense in multiple different departments and upon creation of the Authority will be unified in a future budget. The long-term goal is for parking management and enforcement to be revenue-neutral. COUNCIL MISSION /VISION /VALUE(S) ADDRESSED This item brings together portions of the Council's vision and core values by providing a sustainable City and promoting a safe and healthy community for all. ATTACHMENTS Attachment 1 - Resolution for Establishment of the City of Rancho Cucamonga Parking Authority Attachment 2 - Resolution Approving Bylaws of the City of Rancho Cucamonga Parking Authority Attachment 3 - Bylaws of the City of Rancho Cucamonga Parking Authority Attachment 4 - List of current areas for Parking Authority Jurisdiction Page 664 RESOLUTION NO. 2024-085 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO CUCAMONGA, CALIFORNIA, DECLARING THE NEED FOR A PARKING AUTHORITY TO FUNCTION IN THE CITY AND DECLARING THE CITY COUNCIL TO BE THE BOARD OF DIRECTORS OF THE PARKING AUTHORITY A Recitals. 1. Part 2 of Division 18 of the California Streets and Highways Code ("S&H Code"), commencing with Section 32650 (the "Parking Law of 1949") provides that in each city exists a public body, corporate, and politic known as the parking authority. 2. The parking authority may transact business and exercise any powers granted to a parking authority under the Parking Law of 1949 upon a declaration by resolution of the City Council that there is a need for a parking authority to function in the City of Rancho Cucamonga (the "City"). 3. This Resolution is not a "project" within the meaning of the California Environmental Quality Act ("CEQA"), and the State CEQA Guidelines outlined in California Code of Regulations, Title 14, Sections 15000 etseq., (the"Guidelines"), because it constitutes organizational or administrative activities of City government that will not result in direct or indirect physical changes in the environment. (Guidelines Section 15378(b)(5)). B. Resolution. The City Council of the City of Rancho Cucamonga finds and resolves as follows: SECTION 1: The City Council hereby specifically finds that all the facts outlined in the Recitals, Part A, of this Resolution, are true and correct. SECTION 2: The City Council hereby declares that there is a need for a parking authority to function in the City. The reasons for this need include but are not limited to, anticipated growth in certain corridors of the City where additional residential density has been zoned in accordance with applicable state housing laws and the future anticipated development of the terminus station for a high- speed rail line between the City and Las Vegas, Nevada. SECTION 3: Under S&H Code Section 32650, the name of the parking authority shall be the "City of Rancho Cucamonga Parking Authority" (the "Parking Authority")which is and shall be a public body, corporate, and politic. SECTION 4: The City Council hereby declares itself to be the Board of Directors of the Parking Authority under S&H Code Section 32661.1, with all the rights, powers, duties, privileges, and immunities vested by the Parking Law of 1949. SECTION 5: The City Council hereby approves and ratifies the designation ATTACHMENT 1 Resolution No. 2024-085 - Page 1 of 2 Page 665 of the Mayor as the Chair of the Board of Directors of the Parking Authority, and the designation of the City Clerk as the Secretary of the Parking Authority. SECTION 6: The City Council prescribes under S&H Code Section 32663 that the Parking Authority shall file with the City Council a detailed report of all its transactions, including a statement of all revenues and expenditures annually. SECTION 7: The City Clerk Shall cause to be filled with the California Secretary of State and with the County Clerk of the County of San Bernardino the information required by Section 53051 of the California Government Code. SECTION 8: This Resolution shall take effect upon its adoption. SECTION 9: The City Clerk shall certify to the adoption of this Resolution. PASSED, APPROVED, AND ADOPTED this_day of 2024 AYES: NOES: ABSENT: ABSTAINED: L. Dennis Michael, Mayor ATTEST: Janice C. Reynolds, City Clerk I, JANICE C. REYNOLDS, CITY CLERK of the City of Rancho Cucamonga, California, do hereby certify that the foregoing Resolution was duly passed, approved, and adopted by the City Council of the City of Rancho Cucamonga, California, at a Regular Meeting of said City Council held on the _2024. Executed this day of , 2024 at Rancho Cucamonga, California Janice C. Reynolds, City Clerk Resolution No. 2024-085 - Page 2 of 2 Page 666 RESOLUTION NO. RCPA 2024-001 A RESOLUTION OF THE BOARD OF DIRECTORS THE CITY OF RANCHO CUCAMONGA PARKING AUTHORITY, APPROVING BYLAWS OF THE PARKING AUTHORITY RECITALS: A. The City Council of the City of Rancho Cucamonga (the "City") has approved a resolution determining that there is a need for a parking authority to function in the City, thereby, establishing the City of Rancho Cucamonga Parking Authority (the "Parking Authority"), and thereby authorized the Parking Authority to transact business and exercise any powers under the Parking Law of 1949, commencing with Section 32500 of the California Streets and Highways Code. B. The Board of Directors of the Parking Authority desires to adopt Bylaws. C. This Resolution is not a "project" within the meaning of the California Environmental Quality Act ("CEQA"), and the State CEQA Guidelines set forth in California Code of Regulations, Title 14, Sections 15000 et seq., (the "Guidelines"), because it constitutes organizational or administrative activities of City government that will not result in direct or indirect physical changes in the environment. (Guidelines Section 15378(b)(5)). NOW THEREFORE, THE BOARD OF DIRECTORS OF THE CITY OF RANCHO CUCAMONGA PARKING AUTHORITY HEREBY FINDS, DETERMINES, RESOLVES AND ORDERS AS FOLLOWS: Section 1. The Bylaws of the City of Rancho Cucamonga Parking Authority, attached hereto as Exhibit A, are hereby approved and adopted as the official Bylaws of the Parking Authority. ATTACHMENT 2 Resolution No. RCPA 2024-001 - Page 1 of 3 Page 667 PASSED, APPROVED, AND ADOPTED this day of 2024 L. Dennis Michael, Chair ATTEST: Janice C. Reynolds, Secretary I, JANICE C. REYNOLDS, SECRETARY of the City of Rancho Cucamonga, California, Parking Authority do hereby certify that the foregoing Resolution was duly passed, approved, and adopted by the Parking Authority of the City of Rancho Cucamonga, California, at a Regular Meeting of said Parking Authority held on the 215t day of August, 2024. AYES: NOES: ABSENT: ABSTAINED: Executed this day of 2024 at Rancho Cucamonga, California Janice C. Reynolds, Secretary Resolution No. RCPA 2024-001 - Page 2 of 3 Page 668 EXHIBIT A BYLAWS OF THE CITY OF RANCHO CUCAMONGA PARKING AUTHORITY (attached) Resolution No. RCPA 2024-001 - Page 3 of 3 Page 669 BYLAWS OF THE CITY OF RANCHO CUCAMONGA PARKING AUTHORITY ARTICLE I - THE PARKING AUTHORITY Section 1. Name of Parking Authority. The name of the Parking Authority of the City of Rancho Cucamonga shall be the "City of Rancho Cucamonga Parking Authority." Section 2. Purpose. The Parking Authority is a body formed and operating under Part 2 of Division 18 of the California Streets and Highways Code ("S&H Code"), commencing with Section 32650 (the "Parking Law of 1949"). Section 3. Office. The office of the Parking Authority shall be at Rancho Cucamonga City Hall, 10500 Civic Center Drive, Rancho Cucamonga, California. ARTICLE II - GOVERNING BODY Section 1. Membership. The members of the City Council of the City of Rancho Cucamonga shall constitute the governing body of the Parking Authority, which governing body shall be known as the Board of Directors. Section 2. Board Authority. The Board of Directors shall be imbued with all powers and authority as specified in S&H Code Section 32650 et seq. and any other applicable statutes or regulations which may be adopted. Section 3. Avoiding Conflicts of Interest. Each member of the Board of Directors shall comply with the reporting requirements of the Political Reform Act, Government Code Section 81000 et seq, and its implementing regulations as adopted by the Fair Political Practices Commission. ARTICLE III - OFFICERS Section 1. Officers. The officers of the Parking Authority shall include a Chair, a Vice Chair, a Secretary, a Treasurer, and a Chief Administrative Officer. Section 2. Chair. The Chair shall be the member of the Board of Directors who is the then-current Mayor of the City of Rancho Cucamonga. The Chair shall preside at all meetings of the Board of Directors. The Chair shall sign all resolutions, contracts, and other instruments made by the Parking Authority. Section 3. Vice-Chair. The Vice-Chair shall be the member of the Board of Directors who is the then-current Mayor Pro Tempore of the City of Rancho Cucamonga. The Vice-Chair shall perform the duties of the Chair in the absence or incapacity of the Chair. ATTACHMENT 3 Exhibit A to Resolution No. RCPA 2024-001 Page 670 Section 4. Secretary. The Secretary shall be the then-current City Clerk of the City of Rancho Cucamonga. The Secretary shall keep the records of the Parking Authority, shall act as Secretary of the meetings of the Board of Directors and record all votes, and shall keep a record of the proceedings of the Board of Directors in the form of minutes to be kept for such purpose, and shall perform all duties incident to the office of Secretary. The Secretary shall keep in safe custody the seal of the Parking Authority and shall have the power to affix such seal as required to all contracts and instruments authorized to be executed by the Board of Directors. The Secretary may attest to the signatures of other officers of the Parking Authority. Section 5. Treasurer. The Treasurer shall be the then-current Finance Director of the City of Rancho Cucamonga. The Treasurer shall keep regular books of accounts showing receipts and expenditures and shall render to the Board of Directors, as requested, an account of the transactions of the Parking Authority and shall perform any other duties that are designated from time to time by the Parking Authority. The Treasurer, or in the absence of the Treasurer, a person appointed by the Treasurer or the Board of Directors, shall have the care and custody of all funds of the Parking Authority. The Treasurer may enter into agreements on behalf of the Parking Authority with any financial institution authorized to accept deposits of public funds, providing for the transfer of funds between accounts maintained therein by the Parking Authority upon request by telephone. Such agreements may also provide for the investment upon request by telephone of funds maintained in such accounts, in property or securities in which the Parking Authority, as a California public agency, may legally invest money subject to its control. Such agreements shall designate the accounts maintained by the Parking Authority which are subject thereto and the persons who may, from time to time, make such transfers and direct such investments by telephone request. All orders and checks for the payment of money under the direction of the Parking Authority shall be signed by the Treasurer with the countersignature of one other officer, deputy officer, or member of the Board of Directors of the Parking Authority. Section 6. Chief Administrative Officer. The Chief Administrative Officer shall be the then-current City Manager of the City of Rancho Cucamonga. The Chief Administrative Officer shall conduct day-to-day administration of the Parking Authority's business and affairs, subject to the direction of the Board of Directors. Section 7. General Counsel. The City Attorney shall serve as General Counsel to the Parking Authority. Section 8. Authority to Execute Contracts. All contracts made by the Parking Authority shall be signed by the Chair, the Vice Chair, or the Chief Administrative Officer; provided, that other officers of the Parking Authority may also sign a contract, deed, or other instrument, in the name and on behalf of the Parking Authority, if authorized under other provisions of these Bylaws or by a resolution adopted by the Board of Directors. Section 9. Additional Duties. The officers of the Parking Authority shall perform such other duties and functions as may from time to time be required by the Parking Authority or these Bylaws or by resolution, rules, and regulations or by motion of the Board of Directors. -2- Page 671 Section 10. Assistants and Deputies; Additional Personnel. Whenever an officer of the Parking Authority or the City is designated an officer of the Parking Authority, the assistants, and deputies of such officer from time to time shall also be, ex officio, officers of the Parking Authority; and whenever a power is granted to, or a duty imposed upon, such officer, the power may be exercised, or the duty performed, by such assistant or deputy. The Board of Directors may from time to time designate the employment of such other personnel as it deems necessary to exercise its powers, duties, and functions. The selection and compensation of such officers and other personnel shall be determined by the Board of Directors. ARTICLE IV - MEETINGS Section 1. Regular Meetings; Cancellation without Convening. Regular meetings of the Board of Directors of the Parking Authority shall be held on the same day (1st and 3rd Wednesday of the month) and at the same time (7:00 p.m.) and place (Council Chambers of Rancho Cucamonga City Hall) as the regular meetings of the City Council of the City of Rancho Cucamonga, commencing in August 2024, so long as an agenda for such meeting is posted at least 72 hours before such meeting (or such other length of period as required by the Brown Act). If the Board of Directors has no business to conduct on a date when a Regular Meeting would otherwise be held, no agenda for the Board of Directors meeting shall be posted and such Regular Meeting shall be automatically canceled. Section 2. Applicability of Ralph M. Brown Act. Meetings of the Parking Authority shall be held, notice given, and the business of the Parking Authority conducted, all as provided in the Ralph M. Brown Act, being California Government Code Section 54950, et seq. Section 3. Quorum. Three members of the Board of Directors shall constitute a quorum for the purpose of conducting its business and exercising its powers and for all other purposes, but a smaller number may adjourn from time to time until a quorum is obtained. Action may be taken by the Board of Directors upon a vote of a majority of a quorum unless a higher vote is required by law. Section 4. Manner of Voting. The manner of voting on resolutions and on other matters shall be as prescribed by the Chair. Section 5. Parliamentary Procedure. Except as provided herein, other rules adopted by the Board, and applicable provisions of state law, the procedures of the Board will be governed by the latest revised edition of Robert's Rules of Order. ARTICLE V -REPORTS Section 1. Preparation of Financial Reports. At least once annually, the Treasurer shall prepare or cause to be prepared: (a) a detailed report of all the Parking Authority's transactions, including a statement of all revenue and expenditures, and (b) a statement of all its financial affairs, audited by independent certified public accountants. -3- Page 672 Section 2. Submission of Reports to the Board of Directors and City Council. A copy of each report and statement prepared pursuant to Section 1 above, promptly upon completion, shall be submitted to (a) the Board of Directors and (b) the City Council. ARTICLE VI -AMENDMENTS Section 1. Amendments to Bylaws. The Bylaws of the Parking Authority may be amended by a majority vote of the Parking Authority Board of Directors. -4- Page 673 List of Parking Authority Areas of Jurisdiction 1) Cucamonga Station: permit parking for daily/monthly use now or in the future 2) Cucamonga Canyon parking zone: permit parking for daily use now or in the future 3) Hermosa and Foothill Paid Parking Zone 4) East Avenue Paid Parking Zone 5) Residential Permit Parking Districts: established in various parts of the city, including: a) Skyline Road, Inspiration Drive, Crest View Place, Crest View Court b) San Felipe Court c) Merlot Court d) Apple Lane, Beechwood Drive, Valinda Avenue, Date Avenue, Bonita Avenue e) Bella Vista Drive, Henry Street f) Almond Street, Via Serena g) North Rim Way, Golden Prairie Drive, Stagecoach Court, Cheyenne Court, Sagebrush Court h) De Anza Drive, Emery Place, Meyers Drive, Danner Court 6) Estacia Street, Elmhurst Avenue, Stafford Street, Dorset Court, Effen Street, Cambridge Avenue, Malvern Avenue (the 4 houses south of Dorset) East of Hermosa Avenue 7) Existing City-owned public parking lots at all facilities 8) Existing prohibited on-street parking areas 9) Existing and future parking facilities, if owned by the city, at the Epicenter and Victoria Gardens. 10)Future public parking at Haven/Civic and Milliken/Azusa 11)Future Annexed areas as determined at that time -1- Attachment 4 Page 674 Establishing the City of Rancho Cucamonga Parking Authority City Council Presentation August 21, 2024 T Background •Legal Framework: The California Streets and Highways Code 32650 supports the loin, formation formation of Parking Authorities for effective ' parking management. •Rancho Cucamonga's Evolution:Transitioning from a suburban to urban layout post-2020 General Plan adoption. •Urban Development: New urban cores and corridors require structured parking management. -�� •Future Needs: Anticipated growth, including Brightline West High-Speed Rail's arrival in 2028, underscores the need for a unified . • parking strategy. CITY OF • CUCAMONGA ip k TT ii r r"`•= ! r �� PI ti�N*•• y - Mow •i• 1 _ } Optimize Streamline Increase Adopt Utilization Management Compliance Technology • Enhance Financial Balance Needs Customer Sustainabili Experiencety TA CITY OF RANCHO CUCAMONGA r r �� Authority & Funding Department Oversight: • Community Improvement Department Governing Board: • City Council as Board of Directors • Mayoras Chair • City Clerk as Secretary Meetings and Reporting: • Regular Meetings • Annual Reports: Financial transactions, performance review. Current& Future Revenue Streams: • Initial funding includes existing permit parking revenues for specific areas • Future funding will include a variety of sources depending on the need Initial Funding Sources: • Existing Permit Parking Revenues • Specific Areas: Metrolink,Cucamonga Canyon, Hermosa/Foothill, East Avenue, Residential Permits Financial Management: • Revenue-Neutral Goal: Ensure that revenue covers operational costs. • Unified Budget: Consolidated financial management for efficiency. Jurisdictional Areas of the Parking Authority Cucamonga Station Cucamonga Canyon Parking Zone Hermosa and Foothill Paid Parking Zone East Avenue Paid Parking Zone Residential Permit Parking Districts Existing City-Owned Public Parking Lots Existing Prohibited On-Street Parking Areas Existing and Future Parking Facilities: Epicenter, Victoria Gardens, Future public parking at Haven/Civic and r Milliken Azusa Future Annexed Areas 1 CITY OF RANCHO CUCAMONGA Recommendation Staff recommends that the City Council Adopt the attached resolutions to: 1. Formally establish the City of Rancho Cucamonga Parking Authority designating the City Council as its Board of Directors. 2. Adopt and approve Bylaws for the Parking Authority. F� CITY OF RANCHO CUCAMONGA Questions? Sl �Pw IN CITY OF RANCHO CUCAMONGA DATE: August 21, 2024 TO: Mayor and Members of the City Council FROM: John R. Gillison, City Manager INITIATED BY: Tabe van der Zwaag, Associate Planner SUBJECT: PUBLIC HEARING — MASTER PLAN, DESIGN REVIEW AND MINOR EXCEPTION — WESTERN SPIRE — A Request for a Site Plan and Design Review of a Mixed-Use Development on 1.8 Acres of Land Consisting of 176 Residential Units (Including 2 Live-Work Units), 7,870 Square Feet of Commercial Lease Area, and 1,400 Square Feet of Live-Work Commercial Lease Area with a Related Master Plan to Reduce the Required Non-Residential Floor Area Ratio and a Minor Exception for a Reduction in the Required On-Site Parking at the Northwest Corner of Red Oak Street and Spruce Avenue in the Center 2 (CE2) Zone. APN: 0208-353- 18 (Design Review DRC2023- 00154, Master Plan DRC2023-00346) and Minor Exception DRC2023-00280. The Project Qualifies as a Class 32 Exemption Under State CEQA Guidelines Section 15332 — Infill Development Projects. (RESOLUTION NOS. 2024-082, 2024-083 AND 2024-084) (CITY) RECOMMENDATION: Staff recommends that the City Council approve Design Review DRC2023-00154, Master Plan DRC2023- 00346, and Minor Exception DRC2023-00280 and approve Resolutions 2024-082, 2024-083, and 2024- 084, subject to the attached Conditions of Approval. EXECUTIVE SUMMARY: A request to construct 176 residential units (including 2 live-work units), 7,870 square feet of non- residential lease area, and 1,400 square feet of live-work commercial lease area with a related Master Plan to reduce the required non-residential Floor Area Ratio (FAR) and a Minor Exception to reduce the required on-site parking. BACKGROUND: The project includes a request for approval of a Master Plan to establish site-specific development standards for non- residential floor area (FAR). Per Development Code Section 17.22.020, the designated approving authority of Master Pans is the City Council. On July 10, 2025, the Planning Commission voted unanimously to recommend City Council approval of the subject project along with adoption of the corresponding CEQA Section 15332 Infill Exemption. SITE CHARACTERISTICS AND BACKGROUND: The dimensions of the undeveloped project site are approximately 276 feet along the north and south property lines and 301 feet along the east and west property lines. The site slopes from north to south from approximately 1,205 feet along the north property line and 1,193 feet at the south property line for a grade change of approximately 13 feet. Curb and gutter have been installed along the adjacent public streets. See Figure 1 below for context. Page 675 �7( � a��G��•. i CUCd sue . h tit f q: .- �. Figure 1 -Project Location The existing land use, General Plan designation, and Zones for the project site and adjacent properties are as follows: Land Use General Plan Zoning Site Vacant City Center Center 2 (CE2) North Commercial Center City Center Center 2 (CE2) South Church/School Office Employment Mixed Employment 1 (ME1) East Hotel Mixed-Use City Corridor High Corridor 2 (CO2) West Office Building City Center Center 2 (CE2) PROJECT ANALYSIS: Compliance with the Form-Based Code and General Plan: The project was designed in compliance with the City Center General Plan land use designation and the Center 2 (CE2) Zone, which are intended for medium-high to high-density mixed-use residential and a wide range of commercial uses with vibrant public spaces promoting walkability. The project includes a high residential density (98 units per acre)with ground floor commercial adjacent to existing auto-oriented commercial, office, and civic uses. Page 2 of 9 Page 676 Project Design and Layout: The project comprises a 4 to 7-story building wrapped around a 7-story parking garage with a rooftop deck. The site faces two public streets (Red Oak Street and Spruce Avenue) along the east and south elevations, a private drive aisle along the north elevation, and an existing office building along the west elevation. Access to the parking garage will be from Red Oak Street and will provide parking for both the residential and commercial units. The project will construct sidewalks and required public infrastructure. Sidewalks are provided along each building elevation in keeping with the General Plan's emphasis on connectivity, a new bicycle lane will be constructed along the projects frontage in keeping with the General Plan's emphasis on improving the multimodal transit network and the existing all-stop intersection at Red Oak Street and Spruce Avenue will be replaced by a roundabout with new pedestrian crossings, a bicycle lane, and median landscaping. Development Code Chapter 17.134 (Public Open Space) requires that projects less than 3 acres in area provide 1 open space type. The project provides a mid-block tree-lined paseo with a 10-foot-wide sidewalk along the west property line. Additional common open space areas include a public plaza and outdoor seating areas. Public seating areas will be provided adjacent to the east and south elevations along with two public plazas. -- --�- 1 1D o 0 - - — ___ 4 ,tea 13 _ 5 6r • • � ET4 �xso� ,.raosr 10® 2 j 20 -_ P 7 4 3 4l Figure 2:Site Plan Page 3 of 9 Page 677 Architecture: The project has a contemporary design theme with wide private decks and a flat roof. Exterior materials include the use of stucco, fiber cement siding, brick veneer, laminate wood look panels, and metal and glass railings carried to each elevation. The top deck of the parking garage is incorporated into the overall building and includes the extensive use of glazing on the north, south, and west elevations of the clubhouse building. The fagade of the commercial units includes the extensive use of glazing framed by brick support columns. �i I Figure 3: Elevation Looking Northwest WM At' ' `w n� 41 Figure 4: Elevation Looking Southwest Page 4 of 9 Page 678 ■ Figure 5: Elevation Looking Southeast Unit Composition and Floor Plans: The project is comprised of 176 elevator-served residential units that are all single-level except for the live- work units which have the living area above a commercial space. There are three standalone commercial units totaling 7,870 square feet and two live-work units totaling 1,400 square feet of commercial lease area. The commercial units face Spruce Avenue and the live-work units face the access driveway along the north elevation. The table below summarizes the number of residential units and square feet of commercial lease area: UNIT SUMMARY Residential Unit Type Unit Size (SF - Net) Number of Units Studio 630 - 680 SF 30 1 Bedroom 650 to 1,050 SF 87 2 Bedroom 1,160 to 1,400 SF 59 Total Number of Units 176 Commercial Total Area Commercial (SF) N/A 7,870 Commercial-Live-Work (SF) N/A 1,400 Recreational Amenities: Recreational amenities include a courtyard with an open lawn area, a dog park, an outdoor kitchen, and seating on the ground level along the west elevation, ground-level public outdoor seating areas along the west and south elevations, outdoor seating areas with BBQs on the upper levels and a pool, spa, seating areas, clubhouse, and fitness building on the roof. Page 5 of 9 Page 679 Il Auk \ Figure 6: Rooftop Pool and Clubhouse Compliance with Development Standards: The project was designed in compliance with Article VIII (Form-Based Code)of the Development Code for projects within the Center 2 CE2 Zone and shown in the following table: COMPLIANCE TABLE Development Standard Required Proposed Complies Density 40 to 100 DU/AC 98 DU/AC YES Non-Residential Floor Area 1.0 to 2.0 .11 YES* Ratio FAR Primary Build-to-Line 0 to 10 Feet Less than 10 Feet YES Secondary Build-to-line Less than 10 Feet YES Interior Setback None 10 Feet-6 inches YES Rear Yard 10 Feet Greater Than 10 Feet YES Building Height 92 Feet Max 87 Feet YES Open Space 30 SF/Unit (5,280 SF) 30,441 SF YES *With Master Plan Approval Parking: Pursuant to the Development Code, the project is required to provide 362 parking spaces, of which a minimum of 176 must be in the form of a garage or carport. Required parking includes tenant and guest parking for the residential portion of the development as well as the ground floor commercial/live-work units. The 9,270 square feet of cumulative commercial/live-work space is parked at the office/retail parking rate (1/250 gross square feet). The project provides 339 parking spaces, a 23-parking space (6.1 percent) deficiency. The applicant has submitted a Minor Exception for the parking reduction. The parking analysis table below provides a breakdown of the required and provided parking spaces: Page 6of9 Page 680 PARKING ANALYSIS Number Square Parking Ratio Required of Units Footage Parking Multi-family unit 30 N/A 1.3 per unit 39 (studio) (1 in garage or carport) Multi-family unit 87 N/A 1.5 per unit 130 (one bedroom) (1 in garage or carport) Multi-family unit 59 N/A 2 per unit (two bedrooms) (1 in garage or carport) 118 Guest parking 176 N/A 1 per 5 units 36 Commercial/Live-Work N/A 9,270 1 per 250 SF for 38 commercial units Total Garage Parking Required (Covered) 176 Total Garage Parking Provided (Covered) 339 Total Parking Spaces Required 362 Total Parking Spaces Provided 339 Parking Deficiency 23* *Minor Exception Submitted for Parking Reduction Master Plan: The project includes a request for a master plan to establish site-specific development standards for non- residential floor area (FAR). Whereas the Development Code requires a non-residential FAR of 1.0 to 2.0 within the subject CE2 zone, the applicant is proposing a non-residential FAR of .11, which is deficient of code standards. Development Code Section 17.22.020 establishes that an applicant may propose site- specific regulations by way of a master plan which may include, but are not limited to, reducing development intensity (i.e., FAR) on a lot. In addition to these referenced Development Code regulations the City has also established a policy on master plans. Pursuant to the Development Code and the City's master plan policy, staff notes that the City Council held a policy discussion at their regularly scheduled meeting on July 19, 2023 wherein the Council specifically discussed policy implications for allowing deficient non-residential floor area standards for parcels which meet certain criteria, specifically for lots which are less than 3-acres and which are not located within a frontage overlay along a primary corridor. During their discussion, the Council generally expressed support for allowing deficient non-residential FAR in such circumstances, on a case-by-case basis. Staff notes that the subject parcel at Spruce Street and Red Oak Avenue meets these same narrow criteria as previously discussed by City Council as the subject site is less than 3-acres (1.8 acres) and is not located within a frontage overlay. Therefore, in this case, staff supports the applicant's requested reduction in non-residential FAR. Staff's determination is supported by the fact that while the project is deficient in meeting the code required 1.0 to 2.0 non-residential FAR, the project proposes to still provide a cumulative 9,270 square feet of non-residential space. Further, staff notes that the project site is surrounded by a mix of existing commercial, retail, and office land uses that are readily accessible to future project residents and commercial tenants. Due to these circumstances, and despite not providing code-compliant non- Page 7 of 9 Page 681 residential floor area, the project would implement the City's vision in the CE2 zone by introducing a high- density (98 du/ac) mixed-use development along a pedestrian-oriented corridor. Inclusive of the request to approve a master plan, the project does not conflict with the General Plan or the land use designation of the project site as the City Center land use designation encourages infill development with a mix of land uses. The proposed residential and commercial land uses will complement and be compatible with the surrounding area's character, which consists of a mix of retail, office, and commercial land uses. Pursuant to Development Code section 17.22.020.A.2, the Master Plan process allows for the development of high-quality infill projects that could not otherwise be constructed due to constraints of existing development standards, in this case, the required non-residential FAR. Further, pursuant to Development Code Section 17.22.020.A.3, project development would also help implement and further several goals and policies of the Rancho Cucamonga General Plan, including the ability to provide complete places (LC1.1), ensuring the quality of public space (LC-1.3), and the provision of compatible development (LC-1.11). The additional housing units will also assist the City in reaching its State housing Regional Housing Needs Allocation (RHNA) outlined in the Housing Element. Minor Exception (Parking Reduction): The applicant is requesting a 6.1 percent (23 parking spaces) reduction in the required number of parking spaces. The applicant has provided staff with a parking study to justify this proposed parking reduction, which demonstrates that the project will be sufficiently parked and that the 6.1 percent reduction in the parking requirement is not expected to negatively impact the surrounding land uses. To ensure this, the project has been conditioned to provide and comply with an updated Parking Management Plan the project. Design Review Committee: The Design Review Committee (DRC — Daniels, and Boling) reviewed the project on April 16, 2024. The Committee was complimentary of the project design and amenities and accepting of the proposed reduction in the square footage of the non-residential floor area. They stated there were adequate commercial and office uses adjacent to the building and that creating housing was a priority. The Committee raised concerns about the requested reduction in on-site parking. The applicant stated that they have a parking management plan to ensure adequate on-site parking. The Committee asked questions about the location of parking spaces for guests, customers, and delivery trucks and whether the roundabout would require modification of the existing drive approaches for the surrounding land uses. The applicant outlined the parking layout for the expected uses and staff stated that the drive approaches are not expected to be impacted by the roundabout. The Committee recommended that the project be forwarded to the Planning Commission for their review. Public Art: This project is required to comply with the public art ordinance as outlined in Chapter 17.124 of the Development Code. Based on the number of residential units and commercial square footage for this project, the total art value required per Section 17.124.020.C. is $141,270. A condition has been included pursuant to the Development Code that requires the public art requirement to be fulfilled prior to occupancy. Page 8of9 Page 682 CEQA DETERMINATION: Planning staff has determined that the project is categorically exempt from the requirements of the California Environmental Quality Act (CEQA) and the City's CEQA Guidelines. The project qualifies as a Class 32 exemption under State CEQA Guidelines Section 15332 — Infill Development Projects, as the project is for the construction of a mixed-use development on 1.8 acres of land. The Section 15332 CEQA exemption covers infill developments on sites less than 5 acres in area that will not have a significant impact relating to traffic, noise, air quality, or water. A Section 15332 CEQA exemption was prepared by Placeworks (May 2024), an environmental consultant hired by the City (Exhibit D — CEQA Section 15332 Infill Exemption), to demonstrate compliance with the Section 15332 exemption. Staff evaluated the CEQA exemption prepared by Placeworks and concluded that the project will not have a significant impact on the environment relating to biological resources, traffic, noise, air quality, or water. The Director of Planning and Economic Development has reviewed staff's determination of exemption, and concurs with staffs determination of exemption. FISCAL IMPACT: The project site currently is assessed an annual property tax. A percentage of this annual tax is shared with the City. The proposed development will increase the value of the project site and the City's annual share of the property tax will increase accordingly. The project proponent also will be responsible for paying one- time impact fees. These fees are intended to address the increased demand for City services due to the proposed project. The following types of services that these impact fees would support include the following: library services, transportation infrastructure, drainage infrastructure, animal services, police, parks, and community and recreation services. CORRESPONDENCE: This item was advertised as a public hearing with a regular legal advertisement in the Inland Valley Daily Bulletin newspaper. To date, Staff has not received any comments from the public. COUNCIL MISSION /VISION /GOAL(S) ADDRESSED: The proposed mixed-use project will meet the City Council's core values of providing and nurturing a high quality of life for all, promoting and enhancing a safe and healthy community for all, building and preserving a family-oriented atmosphere, and relentless pursuit of improvement. The proposed project provides residential and commercial/retail uses in a cohesive development, forming a walkable community with a variety of activities and uses for all to enjoy. Attachments: Attachment 1 — Project Location Attachment 2 — Project Plans Attachment 3 — PC Meeting Minutes Dated July 10, 2024 Attachment 4 — DRC Comments and Action Agenda Dated April 16, 2024 Attachment 5 — CEQA 15332 Infill Exemption Attachment 6 — Draft Resolution of Approval 2024-082 for Design Review DRC2023-00154 Attachment 7 — Draft Resolution of Approval 2024-083 for Master Plan DRC2023-00346 Attachment 8 — Draft Resolution of Approval 2024-084 for Minor Exception DRC2023-00280 Attachment 9 — Conditions of Approval Page 9of9 Page 683 Project Location k � .sue-•}.". � 4�,'•, ��--r� � �, q = l� r,A, / "- �4,- _ _; vz7.._.c�1/ .;•u:� a.y.y � t ... 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The meeting was called to order by Chairman Morales at 7:00 p.m. A. Roll Call Planning Commission present: Chairman Morales, Vice Chairman Boling, Commissioner Daniels, Commissioner Diaz, and Commissioner Dopp. Staff Present: Serita Young, Assistant City Attorney; Jennifer Nakamura, Deputy Director of Planning; Sean McPherson, Principal Planner; Tabe van der Zwaag, Assistant Planner; Elizabeth Thornhill, Executive Assistant. B. Public Communications Chairman Morales opened the public communications. Hearing no comments, Chairman Morales closed the public communications. C. Consent Calendar C1. Consideration to adopt Regular Meeting Minutes of June 26, 2024. Motion: Moved by Commissioner Diaz; seconded by Vice Chairman Boling, to approve Minutes as presented. Motion carried 4-1. Abstain - Commissioner Dopp. D. Public Hearings D1. MASTER PLAN, DESIGN REVIEW AND MINOR EXCEPTION —WESTERN SPIRE— Recommendation to the City Council for a request for a site plan and design review of a mixed-use development on 1.8 acres of land consisting of 176 residential units (including 2 live-work units), 7,870 square feet of commercial lease area, and 1,400 square feet of live-work commercial lease area with a related Master Plan to reduce the required non- residential floor area ratio and a Minor Exception for a reduction in the required on-site parking at the northwest corner of Red Oak Street and Spruce Avenue in the Center 2 (CE2) Zone. The City Council is the final decision- making authority on this item and a separate public hearing before that body will be scheduled at a later date. APN: 0208-353-18 (Design Review DRC2023-00154, Master Plan DRC2023-00346) and Minor Exception DRC2023- 00280. The project qualifies as a Class 32 exemption under State CEQA Guidelines Section 15332 — Infill Development Projects. HPC/PC MINUTES—July 10, 2024 Page 1 of 5 Final Page 730 Associate Planner Tabe van der Zwaag presented a PowerPoint presentation (copy on file). Commissioner Daniels asked what was the reason for the roundabout. Planner van der Zwaag answered that it was directed by the Engineering department to efficiently handle traffic rather than a four-way stop. Commissioner Daniels stated that when parking spaces for commercial are not being used, there will be additional parking available to the residents. Chairman Morales opened the public hearing. Applicant Comments: Gerald Hammer Public comments by Vatsal and Nilan Mody expressed parking concerns for their business and requested to increase parking allotment. Chairman Morales closed the public hearing. Chairman Morales asked staff to respond to the property owners concern regarding their parking issue. Deputy Director of Planning Nakamura suggested for the property owners to contact the Planning department to resolve and navigate their issue. She asked for the Applicant's input on how they would resolve the parking issue. Shane Green, LLG Engineers, replied to create two Committees; One for Retail/Commercial and another one for Residential and have them both discuss any issues and figure out a solution to resolve it. He stressed how important it is for the two Committees to communicate for it to work. Commissioner Dopp inquired if there will be timed parking for any of the units. Green answered they would have to wait for tenants to get a better idea on timed parking. Commissioner Dopp expressed his concern to make sure there is no overlap. Commissioner Daniels inquired if the applicant feels it is an adequate number of parking for how it will be utilized. Green confirmed. Vice Chairman Boling asked where employees will park. Green answered that employees would park on the second level as indicated on the Parking Management Plan. Commissioner Diaz stated the City has goals to Live, Work and Play and she asked if they have any incentive for people to live in the building. Green responded there will not be one. Vice Chairman Boling asked if there are any thoughts of the type of tenants they plan to bring in for the non- residential commercial retail. HPC/PC MINUTES—July 10, 2024 Page 2 of 5 Final Page 731 Serafin Maranan, Architects Orange, answered that it is too early in the process to identify perspective tenants. Vice Chairman Boling asked what they have seen be successful in the live, work environment. Maranan responded that they have seen financial services, accounting, and architects be successful in the Live, Work environment. Commissioner Dopp stated there is a lot to like about this project such as creative use of the outdoor space for the residents and accents on the balcony. He expressed he is not thrilled about the parking spaces. Commissioner Daniels concurred with Commissioner Dopp and said regarding the parking reduction, he does not have a problem with the deficiency because of the mixed-use. He said there will be times when parking will be in high demand and times when it will not. He expressed the only problem he does have is that drive to the north and recommended the City talk to the property owners because the road is in poor condition and very narrow. He said he supports the project and likes the design. Commissioner Diaz stated that this is a beautiful project. She likes they are using the roof top and that the amenities are going to be very popular with the tenants. She encourages they do more with Live, Work and see how they can make it happen for the residents they will have in the building and surrounding area. Vice Chairman Boling stated the density, 98 units to the acre, is something we have not seen within the city and commends the applicant for embracing the City Council's desire to have higher density. It's important that we plan for, and the developers provide a wide variety of housing units, types, styles, and pricing for all our residents, both current and perspective. He said this addresses a market demand for quality housing in Rancho Cucamonga and in regard to the parking reduction, it is being addressed by the Parking Management Plan. He said in response to public comments, he encourages them to lean on staff's expertise to help provide suggestions and recommendations. He asked staff to clarify for the public, with the number of units at this property site, some of the community may be concerned with school overcrowding and he asked to explain how the City ensures school impact fees are paid as determined by the effected school districts and not the city. Deputy Director of Planning Nakamura explained how each school district determines their development impact fees. Vice Chairman Boling stated that in the Conditions of Approval being proposed by Engineering, there is a requirement for the developer to install high-speed fiber and in the long run, it will serve residents well. Chairman Morales stated he is glad staff invited the property owners to contact the Planning department to discuss their parking issue. He said he is impressed with the design of the building and likes the roundabout in the middle. Motion: Moved by Commissioner Daniels; seconded by Vice Chair Boling to adopt Resolution 24-20, Design Review DRC2023-00154, Resolution 24-21 Master Plan DRC2023-00346 and 24-22 Minor Exception DRC2023-00280,with modification to the Condition of Approval Parking Management Plan. Motion carried 5-0. E. General Business E1. Review of Pedestrian Access from Arabian Drive to Heritage Park. Deputy Director of Planning Nakamura presented a PowerPoint presentation (copy on file). HPC/PC MINUTES—July 10, 2024 Page 3 of 5 Final Page 732 Commissioner Diaz mentioned that it seems the main issue stands from Little League parking and asked if the other Little League Park locations have residents in those areas and if they experienced similar issues and if so,what has staff done to resolve those issues. Deputy Director of Planning Nakamura answered not that she is aware of. Commissioner Daniels inquired if a property owner contacted staff about this and was it one person. Deputy Director of Planning Nakamura confirmed it was one individual. Vice Chairman Boling clarified what prompted this was one individual contacting the City inquiring about the opportunity of opening the gate in order to provide additional access to the park. Deputy Director of Planning Nakamura confirmed that they questioned who has access via keys and why only some have access and others do not. The following persons commented on the project: Lorraine Greer, Sergio Valdez, Larry Greet, Susan Benson- Massagli, Rick Givens and Mike Villarreal. The comments included the following concerns: Traffic, damage to property, safety for children, trespassing, trash, crime and street repair needed. For the record, it is noted that the following correspondences were received after the preparation of the agenda packet and the following general concerns are noted. The actual correspondence should be referred to for details: • Correspondence from Judith Brennan is opposed to opening the gate. • Email from Martin Yapur expressed traffic and trash concerns. • Email from Frank Pinkerton is opposed to the removal of the gate. • Email from Jara Winters expressed noise concerns, security, and safety. • Email from William Sweet expressed loss of security and children safety. • Email from Susan Massagli-Benson expressed traffic and trash concerns. • Email from Susan Benson against opening the gate. • Email from Karlyn Sweet is concerned with traffic, safety, and crime if gate is removed. • Email from Laurie Torella opposed to opening the gate. • Email from Julie Bessert against opening the gate due to traffic. After discussion with Commissioners, Vice Chairman Boling stated that Arabian is a public street, and the public has the right to park on a public street. He said from a policy perspective, restricting use of a public street should only be done under limited circumstances. His recommendation is to remove the gate and install a permanent fence so there is no pedestrian access and access for all would be through Mustang Drive and to take away the keys. Commissioners Dopp and Diaz agreed with Commissioner Boling's solution. Commissioner Daniels stated that he was agreeable to leaving the gate as is. Chair Morales stated that the gate should be grandfathered in. Commissioner Diaz appreciated Commissioner Boling's suggestion but could also see leaving the gate as is. HPC/PC MINUTES—July 10, 2024 Page 4 of 5 Final Page 733 Chair Morales asked if staff has been provided enough feedback. Deputy Director Nakamura asked the commission to come to consensus and make a formal recommendation to the Council. Commissioner Dopp made a motion to recommend two options. Option 1 was to remove the gate and lock and install permanent fencing. Option 2 was to leave the gate as is. Commissioner Diaz felt that the options should be prioritized in the opposite order. Motion: Moved by Commissioner Dopp; seconded by Vice Chairman Boling to recommend to City Council replace the gate with a permanent fence or leave the gate as is Motion carried 3-2. (Commissioners Morales and Diaz opposed to the order of the options). F. Director Announcements— None G. Commission Announcements Commissioner Daniels thanked the residents for coming out tonight. He said it is nice for the Commission to hear from the residents. Vice Chairman Boling also thanked the residents for coming out. Commissioner Daniels requested to have the Historical Structure Survey brought before the Commission as it is part of their responsibility to look at. Deputy Director of Planning Nakamura replied they are actively working on getting information in the near future to the Commission on the status of the historic preservation efforts. H. Adjournment Motion: Moved by Commissioner Diaz, seconded by Vice Chairman Boling to adjoin the meeting. Hearing no objections, Chairman Morales adjourned the meeting at 9:00 p.m. Respectfully submitted, C-®r"' &'�6 � Elizabeth Thornhill, Executive Assistant Planning and Economic Development Department Approved: HPC/PC Meeting - July 24, 2024. HPC/PC MINUTES—July 10, 2024 Page 5 of 5 Final Page 734 Updated 4/18/24 DESIGN REVIEW COMMENTS April 16, 2024 7:00 p.m. Tabe van der Zwaag, Associate Planner DESIGN REVIEW—WESTERN SPIRE—A request for a site plan and design review of a mixed- use development consisting of 176 residential units (including 2 live-work units), 7,870 square feet of commercial lease area, and 1,400 square feet of live-work commercial lease area on 1.8 acres of land at the northwest corner of Red Oak and Spruce Avenues in the Center 2 (CE2) Zone. APN: 208-353-18 (DRC2023-00154). Site Characteristics and Background: The dimensions of the project site are approximately 276 feet along the north property line and 301 feet along the west property line. The site slopes from north to south from approximately 1,205 feet along the north property line and 1,193 feet at the south property line for a grade change of approximately 13 feet. Curb and gutter have been installed along the adjacent public streets. The existing Land Use, General Plan, and Zoning Designations for the project site and adjacent properties are as follows: Land Use General Plan Zoning Site Vacant City Center Center 2 (CE2) North Commercial City Center Center 2 (CE2) Center South Church/School Office Employment Mixed Employment 1 (ME1) East Hotel Mixed-Use City Corridor High Corridor 2 (CO2) West Office Building City Center Center 2 (CE2) Project Design and Layout: The project is comprised of a 7-story building wrapped around an 8-story parking garage with a rooftop deck. The site faces two public streets (Red Oak and Spruce Avenues) along the east and south elevations, a private drive aisle along the north elevation, and an existing office building along the west elevation. Access to the parking garage will be from Red Oak Avenue and will provide parking to both the residential and commercial units. Sidewalks are provided along each building elevation in keeping with the General Plan's emphasis on connectivity. Development Code Chapter 17.134 (Public Open Space)requires that projects less than 3 acres in area provide 1 open space type. The project is providing a mid-block tree-lined paseo along the west property line that includes a 10-foot-wide sidewalk. The existing all-stop intersection at Red Oak and Spruce will be replaced by a roundabout with new pedestrian crossings and median landscaping. Public seating areas will be provided adjacent to the east and south elevations along with two small public plazas. Exhibit C Page 735 DRC COMMENTS DR DRC2023-00154 -WESTERN SPIRE April 16, 2024 Page 2 17'- - J 3 ----_ 2 uva �vn i18 .e ,w ?Dose mosr IV1 A saa s , &1.5 63 &1.3 5116E ..❑ 79663E t.NO SF t.ppO SF .1cJ1 12, M 11.10 7ASF ` 13 n1.e 8 16 e 4 ou e 84.6 pEinl I '1 0 1.766 6F 9 n1.a • + zso� PARKINU GQW RK � t[9569F 1.8003E � lZe 6303F 000 SF 2 J �- 10. II 20. I Ra Y ill [J ]283F l Y 1- ,,,., rAwE wrxrsn 1 4 $ sTw G t 1-068F _ iEO OaSYrtMi I 10 AGF 1,MIA i0SF 8 TN5F ew EF 6, a. Figure 1: Site Plan Architecture: The project's exterior has a contemporary design theme with wide private decks and a flat roof. The 8th story of the parking garage is incorporated into the overall building and includes the extensive use of glazing on the north, south, and west elevations of the clubhouse Building materials include stucco, fiber cement siding, brick veneer, laminate wood look panels, and metal and glass railings carried to each elevation. The fagade of the commercial units includes the extensive use of glazing framed by brick support columns. Page 736 DRC COMMENTS D' D' 1 11SPIRE April 16, 2024 Page 3 IL Page 737 1 1 •` t DRC COMMENTS DR DRC2023-00154 —WESTERN SPIRE April 16, 2024 Page 4 Unit Composition and Floor Plans: The project is comprised of 176 elevator-served residential units that are all single-level except for the live-work units which have the living area above a commercial space. There are three standalone commercial units totaling 7,870 square feet and two live-work units with a total of 1,400 square feet of commercial lease area. The commercial units face Spruce Avenue and the live-work units face the access driveway along the north elevation. The table below summarizes the number of residential units and square feet of commercial lease area: UNIT SUMMARY Residential Unit Type Unit Size SF - Net Number of Units Studio 630 - 680 SF 30 1 Bedroom 650 to 1,050 SF 87 2 Bedroom 1,160 to 1,400 SF 59 Total Number of Units 176 Commercial Total Area Commercial SF N/A 7,870 Commercial-Live-Work SF N/A 1,400 Recreational Amenities: Recreational amenities include a courtyard with an open lawn area, a dog park, an outdoor kitchen, and seating on the ground level along the west elevation. Ground-level public outdoor seating areas along the west and south elevations. Outdoor seating areas with BBQs on the 6th and 7th levels and a pool, spa, seating areas, clubhouse, and fitness building on the roof. Page 738 DRC COMMENTS DR DRC2023-00154 —WESTERN SPIRE April 16, 2024 Page 5 Compliance with Development Standards: The project was designed in compliance with Article VIII (Form-Based Code) of the Development Code for projects within the Center 2 (CE2) Zone and shown in the following table: COMPLIANCE TABLE Development Standard Required Proposed Complies Density 40 to 100 DU/AC 98 DU/AC YES Non-Residential 1.0 to 2.0 .11 YES* Primary Build-to-Line 0 to 10 Feet Less than 10 Feet YES Secondary Build-to-line 0 to 10 Feet Less than 10 Feet YES Interior Setback None 10 Feet-6 inches YES Rear Yard 10 Feet Greater Than 10 Feet YES Building Height 92 Feet Max 87 Feet YES Page 739 DRC COMMENTS DR DRC2023-00154 —WESTERN SPIRE April 16, 2024 Page 6 Open Space 30 SF/Unit (5,280 SF) 30,441 SF YES *With Master Plan Approval Parking: The project is required to provide 362 parking spaces, of which 176 must be in the form of a garage or carport. Required parking includes tenant and guest parking for the residential portion of the development and the ground floor commercial/live-work units. The 9,270 square feet of commercial/live-work space is parked at the office/retail parking rate (1/250 gross square feet). The project provides a total of 339 parking. The applicant is requesting a Minor Exception for the 23-parking space deficiency (6.1 percent). The parking analysis table below provides a breakdown of the required and provided parking spaces: PARKING ANALYSIS Number Square Parking Ratio Required of Units Footage Parking Multi-family unit 30 N/A 1.3 per unit 39 (studio) (1 in garage or carport) Multi-family unit 87 N/A 1.5 per unit 130 (one bedroom) (1 in garage or carport) Multi-family unit 59 N/A 2 per unit (two bedrooms) (1 in garage or carport) 118 Guest parking 176 N/A 1 per 5 units 36 Commercial/Live-Work N/A 9,270 1 per 250 SF for 38 commercial units Total Garage Parking Required (Covered) 176 Total Garage Parking Provided (Covered) 339 Total Parking Spaces Required 362 Total Parking Spaces Provided 339 Parking Deficiency 23* *Minor Exception Submitted for Parking Reduction Staff Recommendation: The project meets the City's vision for a mixed-use development within the underlying zone in terms of walkability, pedestrian connections, the public realm, and providing a mix of uses. The project is 6.3 percent (23 spaces) deficient in complying with the required parking for all proposed uses. The applicant has provided a parking study/parking management plan which concludes that there will be adequate parking based on a shared parking analysis between the residential and commercial components of the project. Staff requests that the Design Review Committee consider the design (building architecture, site Page 740 DRC COMMENTS DR DRC2023-00154 —WESTERN SPIRE April 16, 2024 Page 7 planning, etc.) of the proposed project and recommend the selected action below: x❑Recommend Approval of the design of the project as proposed by the applicant. ❑Recommend Approval with Modifications to the design of the project by incorporating revisions requested by the Committee. Follow-up review by the Committee is not required. The revisions shall be verified by staff prior to review and action by the Planning Director / Planning Commission. ❑Recommend Conditional Approval of the design of the project by incorporating revisions requested by the Committee. Follow-up review by the Committee is not required. The revisions shall be Conditions of Approval and verified by staff during plan check after review and action by the Planning Director/ Planning Commission. El Recommend Denial of the design of the project as proposed by the applicant. Design Review Committee Action: Staff Planner: Tabe van der Zwaag, Associate Planner Members Present: Staff Coordinator: Sean McPherson, Principal Planner Exhibit A— Project Plans Page 741 RANCHOCITY OF Design Review Committee Meeting Agenda April 16, 2024 FINAL MINUTES Rancho Cucamonga, CA 91730 New Time: 6:00 p.m. A. Call to Order The meeting of the Design Review Committee held on April 16, 2024. The meeting was called to order by Sean McPherson, Staff Coordinator, at 6:00 p.m. Design Review Committee members present: Vice Chairman Al Boling and Commissioner James Daniels. Staff Present: Tabe van der Zwaag, Assistant Planner; Adam Pisarkiewicz, Senior Planner. B. Public Communications Staff Coordinator opened the public communication and after noting there were no public comments, closed public communications. C. Consent Calendar C1. Consideration to adopt Regular Meeting Minutes of March 19, 2024. Motion carried 2-0 vote to adopt the minutes as presented. D. Project Review Items 131. DESIGN REVIEW — WESTERN SPIRE — A request for a site plan and design review of a mixed-use development consisting of 176 residential units (including 2 live-work units), 7,870 square feet of commercial lease area, and 1,400 square feet of live-work commercial lease area on 1.8 acres of land at the northeast corner of Red Oak and Spruce Avenues in the Center 2 (CE2) Zone. APN: 208-353-18 (DRC2023-00154). Staff presented the item to the Design Review Committee. Following the staffs presentation, members of the applicant team (Western Spire), including their architect provided additional background and detail on the project. Following the presentation discussion ensued over various aspects of the project. The Committee was complimentary of the project design and amenities and was accepting of the proposed reduction in the square footage of the non-residential floor area. They stated there were adequate commercial and office uses adjacent to the building and that creating housing was a priority. The Committee raised mild concerns about the requested reduction in on-site parking. The applicant stated that they have a parking management plan to ensure adequate on-site parking. The Committee asked questions about the location of parking spaces for guests, customers, and delivery trucks and whether the roundabout would require modification of the existing drive approaches for the surrounding land uses. The applicant outlined the parking and staff stated that the drive approaches are not expected to be impacted by the roundabout. The Committee recommended that the project be forwarded to the Planning Commission for their review. Page 742 The Committee took the following action: Recommend approval to PC. 2-0 Vote. D2. DESIGN REVIEW — FORE PROPERTY (FOOTHILL AND GROVE MIXED USE) — A request to construct a mixed-use development comprising 308 residential units and 14,704 square feet of commercial lease area on 9.15 acres of land at the northeast corner of Foothill Boulevard and Grove Avenue in the Center 1 (CE1) Zone. APN: 0207-011-35, 36, 41, 43, 44, and 45 (DRC2022-00379). Staff presented the item to the Design Review Committee. Following the staff's presentation, the Committee made the following comments: • Commissioners concerned with the on-street parking along Foothill Blvd and Grove Ave. o Concern that parallel parking along Foothill Blvd could be dangerous given the speed of vehicles. o Concern about the efficacy of back-in, angled parking along Grove and that it will force drivers to travel north into the residential neighborhoods of Upland in order to circle back to Foothill Blvd. • Commissioners would like the applicant to consider a masonry block wall along the northern property line instead of the tubular steel fence that is being proposed. • Commissioners concerned that the retail entrances only face Foothill Blvd, rather than also having rear entrances which would make it more convenient for residents of the development to access. Applicant explained that there are no rear entrances because the area behind the retail building is a private area for residents only and the area in front of the retail building is for the general public. • Commissioners requested that the applicant accurately depict the proposed back-in, angled parking on all renderings that include Grove Avenue. • Commissioners are in favor of the architectural style and associated materials/colors. The Committee took the following action: Recommend approval to PC. 2-0 Vote. E. Adjournment Meeting was adjourned at 8:00 p.m. Respectfully submitted, Eliza64th Thornhill, Executive Assistant Page 743 ATTACHMENT TO NOTICE OF EXEMPTION SUPPLEMENT INFORMATION Spruce & Red Oak Mixed-Use Project Supplemental Information per CEQA Guidelines Section 15300.2 (Exceptions to Categorical Exemptions) and Section 15332 (In-Fill Development Projects) Development and operation of the proposed mixed-use project is categorically exempt from the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines, Class 32, Section 15332 (In-Fill Development Projects),provided that the exceptions under Section 15300.2 do not apply. Pursuant to Section 15300.2,a categorical exemption is not allowed if the project would have one of the following impacts: a) Cumulative impact. b) Significant effect. c) Impact to scenic highways. d) Hazardous impact due to project being located on any hazardous materials list compiled pursuant to Section 65962.5 of the Government Code. e) Impact on historical resources. Development and operation of the proposed project is also categorically exempt from CEQA provided that the project meets the conditions outlined in Section 15332,as follows: a) The project is consistent with the applicable general plan designation and all applicable general plan policies as well as with applicable zoning designation and regulations. b) The proposed development occurs within city limits on a project site of no more than five acres substantially surrounded by urban uses. c) The project site has no value as habitat for endangered,rare,or threatened species. d) Approval of the project would not result in any significant effects relating to traffic, noise, air quality, or water quality. e) The site can be adequately served by all required utilities and public services. The following supplemental information includes a review of the project and evaluates if any of the five exceptions outlined in Section 15300.2 would apply to the project and if the project meets any of the conditions outlined in Section 15332. PROJECT LOCATION The approximately 1.8-acre (7,8709 square feet) project site is in the northern portion of the City of Rancho Cucamonga (City), in San Bernadino County (see Figure 1, Regional Location). The project site comprises one parcel(Assessor's Parcel Number 0208-351-18) at the northwestern corner of the Spruce Avenue and Red Oak Street intersection. Exhibit D Page 744 ATTACHMENT TO NOTICE OF EXEMPTION Spruce & Red Oak Mixed-Use Project The project site is generally bounded by Foothill Boulevard to the north,Laurel Street to the west, Red Oak Street to the south, and Spruce Avenue to the east (see Figures 2, Local Vicinity, and 3, Aerial Photograph). Regional access to the project site is via Interstate 15 (1-15) and Interstate 10 (1-10) approximately 1.7 miles southeast and 2.6 miles south of the site,respectively.Local access is provided via Foothill Boulevard just north of the project site. The offsite roadway improvement area(offsite improvement area)that is a part of the proposed project consists of approximately 0.87 acre (38,000 square feet) of right-of-way along Spruce Avenue and Red Oak Street (see Figure 3),which abut the eastern and southern project site boundaries,respectively. EXISTING LAND USE AND CONTIONS As shown in Figure 3,the project site is a roughly square-shaped,relatively level vacant parcel that consists of undisturbed soil (no evidence of any grading having occurred) and ruderal vegetation consisting of nonnative plant species.There is a mature pine tree with a large canopy along the eastern end of the project site,abutting the Spruce Avenue roadway frontage. Per the Rancho Cucamonga General Plan, the project site has a land use designation of City Center (C) and is zoned Center 2 Zone (CE2) per the City's zoning map (Rancho Cucamonga 2024a,2024b). SURROUNDING LAND USES As shown on Figure 2,the project site is surrounded by various land uses,which include commercial and office uses to the west, a commercial retail center to the north, a hotel (Best Western) to the east, across Spruce Avenue,a church (Abundant Living Family Church) to the south,across Red Oak Street,and a medical facility (Kindred Hospital) to the southeast,beyond the Red Oak Street and Spruce Avenue intersection. Surrounding land use designations include City Center(C)to the north and east,office employment district(D) to the south, and City Corridor High(MU) to the east(Rancho Cucamonga 2024).Surrounding Zoning designations include Center 2 Zone (CE2) to the north and east,Mixed Employment 1 Zone (MEl) to the south, and Corridor 2 Zone (CO2) (Rancho Cucamonga 2024a) PROJECT DESCRIPTION Proposed Land Use The proposed project consists of the development of a seven-story mixed-use building with up to 176 residential units wrapped around a seven-level parking structure. The proposed unit mix would consist of 30 studio units, 87 one-bedroom units (of which 2 units are proposed as one-bedroom live/work units), and 59 two-bedroom units. The building would also include 9,270 square-feet of retail/commercial space consisting of 5,910 square feet of ground floor retail, 1,400 square feet of live/work retail/commercial space (700 square feet for each unit),and 1,960 square feet of ground floor co-work/commercial space. May 2024 2 Page 745 SPRUCE & RED OAK MIXED-USE PROJECT CITY OF RANCHO CUCAMONGA Figure 1 - Regional Location Q'c o ,m J C O'UJ U 'U I UP ND ! RANCH N.3A F TANA i • Project Site --••,�:r•- _••_ 1 � Ontario International Airport ONTARIO i------ 4ofRi -------- 1 CF INO I JUR ALLEY — — County Boundary 0 2 Note:Unincorporated county areas are shown in white. Scale(Miles Source:Generated using ArcMap 2024. PlaceWlorks Page 746 ATTACHMENT TO NOTICE OF EXEMPTION Spruce & Red Oak Mixed-Use Project Tbis page intentionally left blank. May 2024 4 Page 747 SPRUCE & RED OAK MIXED-USE PROJECT CITY OF RANCHO CUCAMONGA Figure 2 - Local Vicinity I Baseline Rd ' I _J i st(� i aChurch St U U Q Foothill Blvd/ istoric US Hwy 6 Laurel St Eucalyptus St A � o a � I Arrow Rte l LM Jersey Blvd y / 8th St 7th St Q d i 6th St Project Site Boundary 0 2,000 Off-site Improvements Boundary Scale(Feet) Source:Generated using ArcMap 2024. PlaceWlorks Page 748 ATTACHMENT TO NOTICE OF EXEMPTION Spruce & Red Oak Mixed-Use Project Tbis page intentionally left blank. May 2024 6 Page 749 SPRUCE & RED OAK MIXED-USE PROJECT CITY OF RANCHO CUCAMONGA Figure 3 -Aerial Photograph Commercial b- Y k boti' 4r Black Bear Diner ^6 ,d,. r -a FM,--,,Cafe Commercial 7-s -,"-;7i� }� t! R " a j�io sr $V,A Best Western Inn Commercial =� ` ;hXire > Kindred , Hospital Abundant Preschool - . of Learningrd J - Project Site Boundary 0 200 Off-site Improvements Boundary Scale(Feet) Source:Nearmap 2024. Place Ilorks Page 750 ATTACHMENT TO NOTICE OF EXEMPTION Spruce & Red Oak Mixed-Use Project Tbis page intentionally left blank. May 2024 8 Page 751 ATTACHMENT TO NOTICE OF EXEMPTION Spruce & Red Oak Mixed-Use Project As shown on Figure 4, Conceptual Site Plan, which depicts the ground level of the proposed building, the residential units proposed along the southern,western, and northern ends of the building would be accessed via internal walkways and public sidewalks proposed along Red Oak Street.The two live/work units would be placed in the northeastern end of the building abutting the proposed retail space; the live-work units would front onto the alley way that forms the northern site boundary fronting and the parking area of the existing commercial retail center to the north. The proposed retail and co-work/commercial space would front onto and take direct access from Spruce Avenue,allowing visibility of these uses from Spruce Avenue.Placement of retail and co-work/commercial uses along Spruce Avenue would help activate the corridor and promote walkability.The ground level would also feature the leasing office,lobby/mail room,dog washroom,and long- term bicycle storage room. The upper levels of the building,floors two to seven,would house the majority of the residential units.Access to the units on the upper levels would be provided via internal pedestrian corridors on each level of the building, and via elevators and stairwells within the parking structure.The rooftop level would contain the fitness center, lounge,pool,and spa. Architectural Design and Character The proposed architectural style of the mixed-use building would be Contemporary,and design elements (e.g., roof style,window fenestration and details,wall material)would be consistent with this architectural style. For example, the design elements would include smooth and raked stucco walls; glass railings for balconies and roof terraces; fabricated metal railings; vinyl windows and doors; arcadia storefront systems; brick veneer; stucco overhangs;fiber cement panels;and high-pressure wood laminate panels.Building pop-outs and offsets, variations in building heights, colors and materials, and balconies and terraces would be added to offset the building's massing,provide human scale, and provide relief to and variation in the building form and style as seen from all sides of the building (see conceptual building renderings on Figures 5a and 5b and conceptual building elevations on Figure 6a and 6b). Facilities,Amenities, and Services Onsite facilities and amenities for project residents include a leasing office, a lobby/mailroom, flex area, a ground-level courtyard, a paseo dog wash, three roof terraces, and a roof top fitness center,lounge, and pool area.As shown on Figure 4, Conceptual Site Plan, the main ground-level courtyard area would be placed on the western end of the building. The courtyard area would include a dog park enclosure, activity lawn, fire pit lounge area, tuck-under outdoor kitchen and bar counter,picnic plaza with fire pit and lounge area, enhanced pavement, and landscaping.A small plaza would be provided for the retail spaces along the eastern end of the building,which would provide patio dining opportunity for the future tenant mix. A pedestrian arrival plaza would be provided at the southeastern end of the building, would feature enhanced paving, a sculpture, and landscaping.The pedestrian arrival plaza would serve as the main entry way to the leasing office. Access,Circulation,and Parking Vehicular Access and Circulation Onsite Vehicular access would be provided via a full access driveway (all turning movements permitted) on Red Oak Street,approximately 175 feet west of the Spruce Avenue and Red Oak Street intersection.The driveway would May 2024 9 Page 752 ATTACHMENT TO NOTICE OF EXEMPTION Spruce & Red Oak Mixed-Use Project lead into the seven-level parking structure. No vehicular access is proposed from Spruce Avenue or the alley way that borders the site on the north. The proposed project also includes offsite roadway improvements along Spruce Avenue,Red Oak Street, and the alley way abutting the northern site boundary,which are described below. Vehicular Access and Circulation Offsite The proposed public improvements along Spruce Avenue and Red Oak Street total approximately 0.87 acre (38,000 square feet);the offsite improvement area is shown in purple outline on Figure 3,Aerial Photograph.The improvements include construction of concrete curb,gutter, sidewalk, and crosswalks; extending the existing median; addition of traffic islands; and asphalt concrete pavement to reconfigure the"T"intersection of Red Oak Avenue and Spruce Avenue into a single lane wide roundabout to promote better vehicular and pedestrian circulation. Parkway and median landscaping would be installed to visually enhance the roadway edges and intersection.The two-lane vehicular traffic coming from all directions would be restricted down to a single lane to allow for a smooth transition in and out of the unsignalized roundabout(see Figure 4, Conceptual Site Plan). Pedestrian and Bicycle Access, Circulation, and Facilities As shown on Figure 3,Aerial Photograph,there are currently no sidewalks along the portions of Spruce Avenue or Red Oak Street that abut the project site. Under the proposed project, new sidewalks would be provided along Spruce Avenue and Red Oak Street,thereby completing the sidewalk system along these street frontages. The new sidewalks would allow pedestrian access to the various entry points, amenities and uses of the proposed project and would connect to the existing sidewalks along Spruce Avenue and Red Oak Street. As shown on Figure 4,bicycle racks would be provided near the entry of the leasing office in the main pedestrian entry plaza.Also,a long-term bicycle storage room is proposed on the ground floor near the southern end of the building.Although no dedicated on-or off-street bikeways exist or are proposed along the roads that abut the Project Site (Spruce Avenue and Red Oak Street), there are existing and proposed sidewalks along these roads that bicyclists could use.The sidewalk system along Spruce Avenue would allow bicyclists to connect to the dedicated on-street bicycle lanes along Foothill Boulevard,which is just north of the project site. Parking The proposed project would include 339 parking spaces within the project's seven-level parking structure. Of the proposed 339 spaces,up to 288 spaces are identified for resident parking,while the remaining 51 spaces,at a minimum,are proposed to be allocated for resident guest and retail/commercial parking needs. Landscaping and Lighting As shown on Figure 4,Conceptual Site Plan,the proposed project's landscape plan features a variety of new trees, shrubs, and groundcover along the southern, eastern, and western site boundaries,within the main courtyard and various plazas, and along the Spruce Avenue and Red Oak Street frontages. New landscaping is also proposed for the offsite improvement area,which would consist of ground cover,shrubs,and trees.All setbacks and other common areas not occupied by buildings or hardscape improvements (e.g., drive aisles,pedestrian walkways)would be landscaped.As shown on Figure 4,decorative pavers would be provided in the courtyards, plazas,walkways,and corridors. May 2024 10 Page 753 �Il�lli��n�6Y■�I�AIIIIIII�I��IIIIIIIII�III��OJIIIIIIIII���■i■■�i—���� � , - • e •..�. . • . • - In.ril oil . .. ,. m1 AltRIP '' I� !�� ,lid Y• • l.�1�1► — icwr, ! ►� 11� � e • e••- e • �!�'�,� �... — — omiol■. 1�1 � lid.,, will ly GI �■ y 1■U a.L': �I■1. ■ s. 00 � 10 DIY � � ��^\� n�� �n �� /��''d�.,�lllN�����►,�mmmnn�i■�■■����� �wn ''��,IIIIIIIIII � � .. � ����� ►� � E 11111111111 ��■■ NV� �� _ t --� � Y ATTACHMENT TO NOTICE OF EXEMPTION Spruce & Red Oak Mixed-Use Project Tbis page intentionally left blank. May 2024 12 Page 755 SPRUCE&RED OAK MIXED-USE PROJECT CITY OF RANCHO CUCAMONGA Figure 5a-Conceptual Rendering,Looking Oak Street and Spruce Avenue f N 6 Source:Architects Orange 2023. PlacefForks Page 756 � �t � �, I �' �III�_� 7 � � � � _ �' � k—. I� ,!• `, 1 � •� � _ � 1� r. ����Tj,�t�i� ,dco-£Fr ,�' jilts, rt K • Y ATTACHMENT TO NOTICE OF EXEMPTION Spruce & Red Oak Mixed-Use Project Tbis page intentionally left blank. May 2024 14 Page 757 SPRUCE&RED OAK MIXED-USE PROJECT CITY OF RANCHO CUCAMONGA Figure 5b-Conceptual Rendering,Looking South-West from Spruce Avenue l y nP F r . -� Source:Architects Orange 2023. PlaceWorks Page 758 ATTACHMENT TO NOTICE OF EXEMPTION Spruce & Red Oak Mixed-Use Project Tbis page intentionally left blank. May 2024 16 Page 759 SPRUCE&RED OAK MIXED-USE PROJECT CITY OF RANCHO CUCAMONGA Fiqure 6a-Conceptual North and South Building Elevations - ------—-—-—-—-—- - -- -- -—-—- - - - - - - - - - - - -per b - B�8 DATUM LINE at 1199' - NOTES *ALL BUILDING HEIGHT MEASURED FROM DATUM LINE AS North Elevation DEFINED BY ZONING STANDARD,PER SECTION 17.34.030. *MAX.BUILDING HEIGHT SHOWN IS PRELIMINARY, SUBJECT TO CHANGE PENDING PRECISE GRADING. o _ mm _m IT 7 b - Lil ICI! �j - -- - - - DATUM LINE at 1199' kL South Elevation 0 120 Scale Source:Architects Orange 2023. Ph"'Forkr Page 760 ATTACHMENT TO NOTICE OF EXEMPTION Spruce & Red Oak Mixed-Use Project Tbis page intentionally left blank. May 2024 18 Page 761 SPRUCE&RED OAK MIXED-USE PROJECT CITY OF RANCHO CUCAMONGA Fiqure 6b-Conceptual East and West Building Elevations W7 lIq 10111�11 11 1 II 1 El- iim 1 1 �11 1 1� 1 I 1 11 11 11 I 1 ■Il�ln °� ' u[ei���',�I wl� ou■d■Iwri 1■�I ■_r'■ I_■ _ �_ ■a■■r■■ ■ _■ Y - ■ ■■■I■aMt6 �lII II 11 II 11 11 1�w,l 1 ' 11 1 1 11 �I�I I � I I � ■. ■ ■ wu■■Iowa ■ ■I uu■ ■ ■ �■■ ■ ���� II'h II 1 II III 1_TAIL 1 ' II II h I I� II ■■■■ul 1 ilui i�a ■ �Ilui■■i ■ qua■i ■ ■ ■ ■ ■ �� ■r !!IIICI 11 Imil 11 11 A T 1 11 1 m■■ ■" II 1 1 11 ' m n ■ere■i ■ ■ ■ ®■w■■� ■ I�■■r al Eli 1 1 ---- I _ ,,�-R �.I �'I■■ III I NOTES East Elevation *ALL BUILDING HEIGHT MEASURED FROM DATUM LINE AS DEFINED BY ZONING STANDARD,PER SECTION 17.34.030. *MAX.BUILDING HEIGHT SHOWN IS PRELIMINARY, SUBJECT TO CHANGE PENDING PRECISE GRADING. ® ■� �� _ ■■�� � .. II„� CIA I�I ■ 1`I pi 1 I I ■ ■ ��E■ Wm ■11�!• ,, �,� hj I 1 I �� �� 1 III �®i moll DATUM LINE at 1199" West Elevation �_EI"■ ' ' '�I_SiJ'l+� � 1��_� ' I „' I ��I ®�, � �III I II I` - w ■ n`- it �II�:. �_ li � u � u • a� it ui� � i .� ■ �I , Scale(Feet) Source:Architects Orange , Pkweworks Page ATTACHMENT TO NOTICE OF EXEMPTION Spruce & Red Oak Mixed-Use Project Tbis page intentionally left blank. May 2024 20 Page 763 ATTACHMENT TO NOTICE OF EXEMPTION Spruce & Red Oak Mixed-Use Project Lighting for the apartment complex would consist of building-mounted light fixtures; lighting for pedestrian walkways; ground-mounted decorative lighting for landscape, architectural features, and signage; interior lighting for the apartment complex and parking garage;lighting for the courtyards,including for the swimming pool area;and security lighting. See the conceptual building renderings on Figures 5a and 5b for an illustration of the potential nighttime lighting scheme for the apartment complex. Infrastructure Improvements and Utility and Service Systems Following is a discussion of the infrastructure improvements and utility and service systems needed to accommodate the proposed project. All proposed infrastructure and improvements would require City approval and where necessary,approval of the utility/service provider. Wa ter System The Cucamonga Valley Water District (CVWD) would provide potable water service to the project site. As a part of the proposed project, new onsite potable water lines would connect to existing offsite water mains in Spruce Avenue and Red Oak Street. Proposed potable water infrastructure improvements would include trenching and installing new lines, and connection to the offsite water main. No offsite water line or main construction or upsizing would be required to accommodate the proposed project as the existing water system is adequate to serve the project. However, some construction would occur within the public right-of-way of Spruce Avenue and Red Oak Street in order to make the necessary infrastructure connections to the existing water main.The proposed water system improvements would be designed and constructed in accordance with City and CVWD requirements and would require City and CVWD approval. Wastewa ter System CVWD would provide wastewater collection and conveyance service to the project site. As a part of the proposed project,new onsite sewer lines would connect to existing offsite sewer mains in Red Oak Street and Spruce Avenue.No offsite sewer line construction or upsizing would be required to accommodate the proposed project as the existing wastewater system is adequate to serve the project. However,some construction would occur within the public right-of-way of Spruce Avenue and Red Oak Street in order to make the necessary infrastructure connections to the existing sewer main.The proposed wastewater system improvements would be designed and constructed in accordance with City and CVWD requirements and would require City and CVWD approval. Drainage System Under proposed conditions, site runoff would be conveyed similar to existing conditions, continuing to flow southwesterly via new onsite drainage collection, conveyance, and treatment systems. Project development would increase the amount of impervious surfaces on the site, which would increase the volume of site discharge by 2.182 cubic feet per second under a 100-year storm event.However,as described in the Preliminary Hydrology Report prepared for the project(VEI 2023),the increased flow from the project would be captured through drainage inlets at the west and south portions of the project site and routed through an onsite storm drain system that discharges to below ground infiltration chambers with drywells.The chambers would be sized to capture and retain 90 percent of the predeveloped runoff volume. The proposed drainage system improvements will be designed and constructed in accordance with City requirements. May 2024 21 Page 764 ATTACHMENT TO NOTICE OF EXEMPTION Spruce & Red Oak Mixed-Use Project Solid Waste System Solid waste generated by the proposed project would be collected and hauled away by Burrtec Waste Industries and transported to/disposed of at one of the landfills serving the City. Solid waste generated by the residential, retail,and commercial uses would be processed in the trash compactor rooms on the ground level of the parking structure. A trash room with trash chutes would be provided on each level for resident use. Once deposited into the trash chute,garbage would flow down via gravity to solid waste bins in the trash compactor rooms. Utilities and Service Systems Plans for utilities that would serve the proposed project would include provision of electricity(City of Rancho Cucamonga), natural gas (Southern California Gas Company), and telecommunications (various, including Frontier Communications, Comcast, and Charter Spectrum). All new utility infrastructure would be installed underground or placed in enclosed spaces (e.g.,utility closets). DISCRETIONARY ACTIONS AND APPROVALS Under CEQA Guidelines Section 15357, a discretionary action means a project that calls for an exercise of judgment or deliberation when the public agency—for this project, the public agency is the City of Rancho Cucamonga—decides to approve or disapprove a particular activity,as distinguished from situations where the public agency or body merely has to determine whether there has been conformity with applicable statutes, ordinances, regulations, or other fixed standards. The City of Rancho Cucamonga is the lead agency under CEQA and has the principal approval authority over the proposed project. Following is a list of the discretionary actions and approvals required for project implementation. ■ Adoption of a Class 32 CEQA Exemption ■ Approval of DRC2023-00154:Design Review ■ Approval of DRC2023-00346:Master Plan (to permit project with reduced non-residential component) NONDISCRETIONARY/MINISTERIAL ACTIONS AND APPROVALS Under CEQA Guidelines Section 15369, non-discretionary or ministerial actions or approvals are those that involve little or no discretion (e.g., connections to utility infrastructure), merely apply a checklist or clear requirements to the facts as presented and are often issued over the counter by a county or city staff. These actions or approval are ones that require only conformance with a fixed standard or objective measurement and require little or no personal judgment by a government agency as to the wisdom or manner of carrying out the action. Generally, non-discretionary or ministerial permits require a public official to determine only that the project conforms with applicable zoning and building code requirements and that applicable fees have been paid. Following is a list of the nondiscretionary/ministerial actions and approvals required for project implementation. ■ Approval and issuance of grading and building permits. ■ Approvals for water, sewer, and storm drain infrastructure improvements in the public right-of-way (if necessary). ■ Approvals and issuance of permits for offsite roadway improvements May 2024 22 Page 765 ATTACHMENT TO NOTICE OF EXEMPTION Spruce & Red Oak Mixed-Use Project EXCEPTIONS UNDER SECTION 15300.2 Exception A: Cumulative Impact The proposed project includes construction of a seven-story mixed use development,with 176 residential units with ground-floor commercial.The proposed project would not combine with other activities or development projects in the area that would result in cumulative impacts. The issues relevant to the proposed project are temporary(e.g.,construction noise and traffic),localized,and confined to the vicinity of the project site. Additionally,impacts related to topical areas that consider impacts on a more cumulative level (e.g.,regional), such as air quality,greenhouse gas emissions,and traffic,would not be cumulatively considerable with project development in conjunction with other cumulative projects in the city, as substantiated below under Condition D,Result in Significant Effects,of Section 15332. Furthermore, the project site is in an urbanized area of the city where supporting utility infrastructure (e.g., water, wastewater, electricity, natural gas) and public services (e.g., solid waste collection, police and fire protection, schools) currently exist and are adequate to serve the proposed project. Implementation of the proposed project would connect to the existing utility infrastructure in the surrounding area(i.e.,connection to water and sewer lines in abutting roadways) and not require the construction of new or expansion of existing utility infrastructure and public services. Therefore,due to the project site's relatively small scale and the nature of the proposed project,no significant cumulatively considerable impacts are anticipated,and Exception A would not apply. Exception B: Significant Effect As stated in CEQA Guidelines Section 15300.2(c), a categorical exemption shall not be used for an activity where there is a reasonable possibility that the activity will have a significant effect on the environment due to unusual circumstances. As demonstrated below under Exceptions C, D, and E of Section 15300.2 and Conditions A through E of Section 15332,construction and operation of the proposed project would not have a significant impact on the environment.Therefore,Exception B would not apply to the project. Exception C: Scenic Highways As shown on Figure 2,Aerial Photograph, the project site is in an urbanized area of the city. According to the Rancho Cucamonga General Plan, there are no designated scenic view corridors abutting or within proximity of the project site (Rancho Cucamonga 2021). Additionally,the nearest officially state designated scenic highway, according to the California Department of Transportation's (Caltrans) Scenic Highway System Map, is Route 210/Route 138, approximately 19 miles northwest of the project site (Caltrans 2024). Due to the distance and existing intervening development, the proposed project would not obstruct any view of and/or from this officially designated state scenic highway. Based on the preceding,project implementation would not result in damage to scenic highways,and Exception C would not apply May 2024 23 Page 766 ATTACHMENT TO NOTICE OF EXEMPTION Spruce & Red Oak Mixed-Use Project Exception D: Hazardous Waste Sites The project site is not included on a list of hazardous materials sites compiled pursuant to Government Code Section 65962.5, which specifies lists of the following types of hazardous materials sites: hazardous waste facilities;hazardous waste discharges for which the State Water Quality Control Board has issued certain types of orders; public drinking water wells containing detectable levels of organic contaminants; underground storage tanks with reported unauthorized releases; and solid waste disposal facilities from which hazardous waste has migrated. The following databases were reviewed for hazardous material site listings on or within 0.25 mile of the project site: ■ GeoTracker,State Water Resources Control Board(SWRCB 2024) ■ EnviroStor,Department of Toxic Substances Control(DTSC 2024) ■ EnviroMapper,US Environmental Protection Agency(USEPA 2024a) ■ EJScreen,US Environmental Protection Agency(USEPA 2024b) Based on the database review,the project site has not been identified as a hazardous materials site pursuant to Government Code Section 65962.5,and therefore the proposed project would not create a hazard to the public. According to the US Environmental Protection Agency's (EPA) EnviroMapper database, there are 10 hazardous waste sites within 0.25 mile of the project site,as shown in Table 1.Four of the sites were determined to have various hazardous waste that were disposed of according to state and federal laws and regulations and are considered inactive hazardous waste sites.The remining active hazardous waste sites (Harber Freight,Pet Smart,99 cents only store,Michaels,Fire Below)all contain an active permanent permit to sell typical hazardous consumer products and dispose of them in accordance with state and federal laws and regulations.The potential for the contaminants of concern to impact the proposed project is unlikely, as is the potential for the project to cause the contaminants of concern to be disturbed or released. Table 1 Hazardous Waste Sites Within 0.25 mile of the Project Site Site Address and Case No. Database Identifier Cleanup Status Proximity to Site 10837 Laurel,Rancho EnviroMapper Hazardous waste liquid, Inactive(expired: 400 feet west Cucamonga,CA 91730 NOS,silver 6/30/2000) (CAD983625823) 8179 Spruce Avenue, EnviroMapper N/A Inactive(expired: 440 feet east Rancho Cucamonga,CA 2/25/2019) 91730 (CAC002990424) 10841 White Oak Avenue, EnviroMapper Gasoline mixture Inactive(expired: 630 feet southeast Rancho Cucamonga,CA 6/30/2021) 91730 (CAL000324033) 10801 Foothill Boulevard EnviroMapper N/A Inactive(expired: 665 feet west Units 101 and 102,Rancho 6/30/2021) Cucamonga,CA 91730 (CAL000331243) May 2024 24 Page 767 ATTACHMENT TO NOTICE OF EXEMPTION Spruce & Red Oak Mixed-Use Project Table 1 Hazardous Waste Sites Within 0.25 mile of the Project Site Site Address and Case No. Database Identifier Cleanup Status Proximity to Site 10828 E Foothill Boulevard EnviroMapper Non-RCRA hazardous Active- 930 feet northwest Suite#120,Rancho waste liquid-cosmetics Permanent Cucamonga,CA 91730 (CAL000426893) 10848 Foothill Boulevard, EnviroMapper Sodium hydroxide,sodium Active- 960 feet northwest Rancho Cucamonga,CA hypochlorite,charcoal Permanent 91730 (CAL000386303) 10788 Foothill Boulevard EnviroMapper Waste aerosols,sodium Active- 1,200 feet Suite#103,Rancho hydroxide,potassium Permanent northwest Cucamonga,CA 91730 hydroxide,acetone,and (CAL000371263) petroleum distillates 8316 Red Oak Street, EnviroMapper N/A Inactive(expired: 1,242 feet Rancho Cucamonga,CA 5/7/2019) southwest 91730 (CAC002999615) 10940 Foothill Boulevard, EnviroMapper Waste aerosols,fluorescent Active- 1,275 feet Rancho Cucamonga,CA bulbs,waste pesticides Permanent northeast 91730 (CAL000401545) 10950 Foothill Boulevard, EnviroMapper Flammable liquid,waste Active- 1,300 feet Rancho Cucamonga,CA aerosols,batteries,and Permanent northeast 91730 consumer product liquid (CAR000350405) waste Source:USEPA 2024a. Additionally,the Phase I Environmental Site Assessment (ESA) prepared for the project site determined that there is one known CORRACTS facility(facilities that are subject to corrective action) within one mile of the project site at 10667 Jersey Boulevard associated with Robert Manufacturing Company (Orswell & Kasman, Inc. 2022). The facility has been given a low corrective action, and due to its distance any potential contamination or hazards are unlikely. The Phase I ESA also identified two Ca1EPA sites within a mile, but similarly,due to the distance,any potential contamination or hazards are unlikely.No other hazardous materials sites are listed on or within 0.25 mile of the project site on any of the databases searched. Furthermore, the Phase I ESA determined that no hazardous substances (above ground or underground), hazardous standing water and pools, superfund sites or other hazardous activities or materials have been identified on or surrounding the project site. Therefore, no impact on the public or environment would occur as a result of the project, and Exception D would not apply. May 2024 25 Page 768 ATTACHMENT TO NOTICE OF EXEMPTION Spruce & Red Oak Mixed-Use Project Exception E: Historical Resources CEQA Guidelines Section 15064.5 defines historic resources as resources listed or determined to be eligible for listing by the State Historical Resources Commission, a local register of historical resources, or the lead agency.Generally,a resource is considered to be"historically significant"if it meets one of the following criteria: i. Is associated with events that have made a significant contribution to the broad patterns of California's history and cultural heritage; ii. Is associated with the lives of persons important in our past; iii. Embodies the distinctive characteristics of a type, period, region, or method of construction,or represents the work of an important creative individual,or possesses high artistic values;or iv. Has yielded,or may be likely to yield,information important in prehistory or history. As shown on Figure 2,Aerial Photograph,the project site is vacant land and void of any buildings or structures. The project site is and has always consisted of vacant land. Per the Cultural Resources Existing Conditions Report prepared for the 2022 Rancho Cucamonga General Plan Update,no historic resources or landmarks are listed on or abutting the project site.The nearest historic landmark to the project site is the Cucamonga Service Station,approximately 1.5 miles west of the site at 9670 Foothill Boulevard (NPS 2024,Rancho Cucamonga 2020).Additionally, according to a review of the national and state historical resources databases (National Register of Historic Places, California Historical Landmarks, California Points of Historical Interest, and California Register of Historic Resources), the project site is not identified as a significant historical resource (NPS 2024,OHP 2024). Therefore, implementation of the proposed project would not cause a substantial adverse change in the significance of a historical resource,and Exception E would not apply. CONDITIONS UNDER SECTION 15332 Condition A: General Plan and Zoning Consistency The City enforces numerous goals,policies,and regulations related to the purpose of avoiding or mitigating an environmental effect. The planning and regulatory plans that govern development and use of the project site are the Rancho Cucamonga General Plan and Development Code (Title 17 of the City's Municipal Code).The development and design standards and regulations in the Development Code constitute the zoning regulations that govern development of the project site. Following is an analysis of the proposed project's consistency with these adopted land use regulations. As demonstrated below,the project meets Condition A. General Plan Consistency The project site has a General Plan land use designation of City Center.As stated in Chapter 1,Land Use and Community Character,of the Rancho Cucamonga General Plan,the City Center use designation is established to accommodate retail,commercial,and housing in various forms (Rancho Cucamonga 2021). May 2024 26 Page 769 ATTACHMENT TO NOTICE OF EXEMPTION Spruce & Red Oak Mixed-Use Project Implementation of the proposed project,which consists of an infill mixed-use project,would not conflict with the general plan or the land use designation of the project site. The residential, live-work, and retail uses proposed under the project, including the density, are permitted under the City Center land use designation. The City Center land use designation also encourages infill and redevelopment with a mix of uses. Project development does not include or require any amendments to the Rancho Cucamonga General Plan. The proposed project would not represent a change in land use or pattern that is inconsistent with the Rancho Cucamonga General Plan. The residential and commercial uses proposed would complement and be compatible with the character of the surrounding area,which consists of a mix of retail,office,and commercial uses. Project development would also help implement and further a number of goals and policies the Rancho Cucamonga General Plan, including Goal LC-1, LC-2, LC-4, and LC-6. For policies, the proposed project would help implement various policies,including but not limited to the ability to provide complete places (LC- 1.1),ensuring the quality of public space (LC-1.3),and the provision of compatible development (LC-1.11). Additionally, the San Bernardino Transportation Analysis Model (SBTAM) travel demand model land use inputs for the project area transportation analysis zone(TAZ)used for the recent general plan update EIR were reviewed.At general plan buildout,the project area TAZ includes 2,064 multi-family dwelling units. Currently, there are zero multi-family residential units in the TAZ; as such, the project is in alignment with forecast residential unit growth in the city.Retail and professional employment are also accounted for in the project area TAZ and are expected to grow by buildout year.Therefore,this project is consistent with the assumptions used for the general plan. In determining the appropriateness of the proposed project, the Rancho Cucamonga Planning Commission would review the project's consistency and conformance with the objectives,goals,and standards of the Rancho Cucamonga General Plan. Therefore,project implementation would not conflict with the Rancho Cucamonga General Plan. Zoning Consistency The project site is zoned Center 2 Zone (CE2). The CE2 zone was established to provide medium- to high- intensity mixed-use development along walkable corridors.It applies to mixed-use urban areas with pedestrian- friendly commercial and residential hubs and infill development along vibrant public spaces that promote walkability.As stated in Table 17.128.020-1,Summary Table of Form-Based Zones,of the Rancho Cucamonga Development Code uses permitted in the CE2 zone include ground-floor commercial and retail activity with mixed commercial or residential uses on upper floors,high density residential,and civic uses with no maximum heights. The uses proposed under the mixed-use project (residential over ground-level commercial uses and live-work units) are permitted uses under the CE2 zoning designation.The project site is in an area surrounded by a mix of commercial, retail, and office uses that are readily accessible to future project residents and commercial tenants via a well-established sidewalk system. The proposed project would help implement the City's vision for development projects in the CE2 zone by introducing a high-density (99 du/ac) mixed-use development along walkable corridors along Spruce Avenue,Red Oak Street,and Foothill Boulevard.The ground-level retail and commercial uses proposed along Spruce Avenue would help activate the corridor and promote walkability. May 2024 27 Page 770 ATTACHMENT TO NOTICE OF EXEMPTION Spruce & Red Oak Mixed-Use Project Additionally,project implementation would not require the approval of an amendment to the zoning standards or a zone change;nor would it require a variance or any adjustments from the City's zoning standards,which help ensure that development projects in Rancho Cucamonga are designed and implemented in a manner that is not detrimental to the project site or its surroundings. The proposed project has been designed and would be developed in accordance with all applicable Rancho Cucamonga zoning standards,including those related to building height and setbacks, placemaking, building and site plan design, landscaping, and parking. Compliance with the applicable zoning standards would be ensured through the City's development review process,which includes Rancho Cucamonga Planning Commission review of the project. Further, in determining the appropriateness of the proposed project, the Rancho Cucamonga Planning Commission would review the project's conformance with the objectives and requirements of the City's zoning standards as provided in the Development Code (e.g.,parking,setbacks,building height,density). Therefore,project implementation would not conflict with the Rancho Cucamonga Development Code. Condition B:Project Location and Size Project development would occur within the city limits on a project site of no more than five acres (site comprises 1.8 acres) surrounded by a mix of office, retail, and commercial land uses (see Figure3, Aerial Photograph). As shown on Figure 3, the site is in a highly urbanized area of the city and is considered an infill development site.Therefore,the proposed project meets Condition B. Condition C: Biological Value The analysis in this section is based in part on the Biological Resources Assessment conducted by ECORP Consulting Inc (Appendix A) for the 1.8-acre project site and 0.87-acre offsite improvement area shown on Figure 3,Aerial Photograph. The purpose of the assessment was to evaluate the potential impacts to biological resources as a result of project development. Following is a summary of the findings and conclusions of the assessment. As shown on Figure 3, the project site is vacant and undeveloped, with displaced sandy soil and ruderal vegetation.The project site is disturbed,with trash present,tire tracks crossing the northwest corner of the site, and nonnative plant species dominating the landscape. The offsite improvement area is developed and disturbed with roadway improvements.The project site and roadway improvement area are bounded by urban uses. The project site contains one vegetation community, cheatgrass grassland, and the surrounding area has one land cover type,developed.Cheatgrass grassland is a non-native species that occurs in disturbed areas,including abandoned fields, eroded areas,overgrazed rangeland,road verges,waste places,foothills, and lower montane slopes.Developed is not a vegetation community,but constructed or physically altered land,to an extent that natural vegetation communities are no longer supported. The developed areas, which consist of the offsite improvement area and a 300-foot buffer around the project site,contain small strips of landscaped vegetation, with ornamental trees,yet primarily consist of paved roadways,parking lots,and commercial development. May 2024 28 Page 771 ATTACHMENT TO NOTICE OF EXEMPTION Spruce & Red Oak Mixed-Use Project Wildlife Movement Corridors The project site and offsite improvement area are in an urbanized area of the city,with the closest native habitat block approximately five miles north at the San Gabriel Mountains.The project site and offsite improvement area provide minimal wildlife movement opportunities and do not contain any major drainages or washes that would be considered movement corridors for wildlife,nor are any such features abutting or within proximity of the project site. Therefore, the project site or offsite improvement area are not considered a linkage or corridor between natural habitats areas. Special-Status Wildlife Three wildlife species have the potential to occur within the project site and possibly in the offsite improvement area based on the presence of suitable habitat and documented observations in the vicinity: burrowing owl (Athene cunicularia), Crotch bumble bee (CBB,Bombus crotcbii), and Delhi sands flower-loving fly (Rbaphiomidas terminatus abdominalis).Burrowing owl was determined to have a moderate potential to occur due to the presence of marginal suitable habitat observed in the project site.The CBB was determined to have a moderate potential to occur due to the presence of marginal suitable habitat and California Natural Diversity Database (CNDDB) occurrences within the vicinity of the project site.Delhi sands flower-loving fly was determined to have a low potential to occur due to the presence of limited suitable habitat and historical CNDDB occurrences in and around the project site. None of these species were observed during the biological survey conducted by ECORP. However, as a part of the project approval and to confirm the presence or absence of these species, the following biological surveys would be included as conditions of approval. Compliance with the conditions of approval will be ensured through the City's development review and building permit process. Focused Breeding Season Surveys for Burrowing Owl. Due to the presence of suitable habitat on the project site, focused burrowing owl surveys shall be conducted following the methods described in the California Department of Fish and Wildlife's (CDFW) Staff Report on Burrowing Owl Mitigation (California Department of Fish and Game 2012). The protocol requires that a focused burrow survey and four focused surveys be conducted during the breeding season (February 1 through August 31). The surveys should be conducted in the morning one hour before sunrise to two hours after sunrise or in the early evening two hours before sunset to one hour after sunset during favorable weather conditions (e.g.,wind less than 20 miles per hour(mph),temperature less than 90°F). If burrowing owls or suitable burrowing owl burrows with sign (e.g., whitewash, pellets, feathers,prey remains) are identified on the project site during the survey and impacts are unavoidable, the project applicant shall develop a Burrowing Owl Management Plan that outlines additional protection measures developed in accordance with CDFW's Staff Report on Burrowing Owl Mitigation. Coordination with CDFW may also need to occur. Protection measures included in the Burrowing Owl Management Plan may include establishment of no-disturbance buffers,additional biological monitoring during construction activities, seasonal work restrictions,or passive relocation conducted outside of the owl breeding season. Delhi Sands Flower-Loving Fly Habitat Suitability Assessment. Due to the presence of limited suitable habitat (Delhi sands) and prior to construction occurring on the project site, a habitat assessment shall be performed for the project site and adjacent areas by a US Fish and Wildlife Services-permitted biologist with a 10(a)(1)(A) permit to conduct surveys for Delhi sands flower-loving fly and with extensive knowledge of the species. The purpose of the habitat assessment will be to determine the presence of suitable habitat for the May 2024 29 Page 772 ATTACHMENT TO NOTICE OF EXEMPTION Spruce & Red Oak Mixed-Use Project species within the project site and adjacent areas as well as ascertain the potential for the species to occur on or adjacent to the project site.The habitat assessment will include a site walkover,a check of adjacent empty lots for comparison of habitat quality to the project site, photographs to document the site conditions, and characterizing the type and quality of the habitats within the project site with respect to Delhi sands flower- loving fly. At the conclusion of the habitat assessment, a brief report of findings as well as recommendations on whether focused surveys should be conducted or not shall be provided. The report will also include any project-specific minimization and avoidance measure recommendations,if deemed necessary. Crotch Bumble Bee (CBB) Preconstruction Surveys.If the CBB is no longer a candidate or listed species under the California ESA at the time ground-disturbing activities are planned to begin, then no additional protection measures are recommended for this species. If the CBB is legally protected under the California ESA as a Candidate or Listed species at the time ground-disturbing activities are scheduled to begin,two weekly nest-detection preconstruction CBB surveys during suitable weather conditions and appropriate time of day (1 hour after sunrise to 2 hours before sunset, <8 mph sustained winds, mostly sunny, between 65 and 90 degrees F) by a qualified CBB biologist with the 2nd and final survey within 24 hours of ground disturbance/vegetation clearing of that parcel if that is to occur during the colony active period(April through August). CDFW notification and approval of further avoidance and minimization measures (presence of a biomonitor during initial clearing/grading)will need to be employed if the species is observed foraging but not nesting.A nest avoidance buffer (typically 100-foot circumference and inclusive of connectivity corridors and active foraging habitat) would need to be established if a nest is found. Due to isolation of the project site,it would likely need to have seasonal avoidance of clearing if a nest is found or suspected to be the sole source of foraging habitat for a nearby nest. If clearing/grading is to occur during the queen flight season (February through March, respectively), then three weekly preconstruction CBB surveys during suitable weather conditions would be recommended during the flight season (February through October) and same avoidance measures as above in order to detect newly emerged queens that are searching for a nest location.An Incidental Take Permit would likely be required if a nest is found. Raptors and Migra tory Birds The ornamental vegetation and anthropogenic structures (e.g.,utility poles and commercial buildings) adjacent to the project site may support the nesting activities of raptors and other migratory and resident bird species. Additionally,habitat for ground-nesting bird species is present on the project site.There is potential for nesting birds to be impacted by project activities if construction,vegetation maintenance,or tree removal activities are conducted during the nesting season Qanuary 15 to August 31 for raptors; February 1 to September 30 for passerines).None of these species were observed during the biological survey conducted by ECORP.However, as a part of the project approval and to confirm the presence or absence of these species, the following biological surveys would be included as conditions of approval. Compliance with the conditions of approval will be ensured through the City's development review and building permit process. Preconstruction Nesting Bird Survey. When feasible, it is recommended that any construction, ground- disturbing activities,vegetation management, and tree removal be conducted outside the breeding season for birds (the breeding season is approximately January 15 to August 31 for raptors and February 1 to September 30 for passerines) to avoid violations of the MBTA and California Fish and Game Code §§ 3503, 3503.5,and 3513.If activities with the potential to disrupt nesting birds,including special-status bird species,are scheduled to occur during the bird breeding season, it is recommended that a preconstruction nesting bird survey be May 2024 30 Page 773 ATTACHMENT TO NOTICE OF EXEMPTION Spruce & Red Oak Mixed-Use Project conducted by a qualified biologist who is experienced in the identification of avian species no more than three days prior to the start of construction activities. The nesting bird survey will include the Proposed Project impact area and adjacent areas where Project activities have the potential to cause indirect impacts to nesting birds. If nesting birds are not observed during the survey, construction activities,vegetation management, or tree removal may begin. If nesting birds,including nesting raptors, are observed during the survey, measures will be implemented to avoid or minimize potential Project-related impacts to active nests. Measures may include but not be limited to biological monitoring during the activities, seasonal work restrictions, or establishment of a no work buffer around active nests until nesting has been completed as determined through periodic nest monitoring conducted by the biologist.The size of the no-work buffer will be determined by the biologist,depending on the species and nest status. Aquatic Resources No blue line streams,drainages exist within the project site or within a 300-foot buffer of the site.The nearest aquatic feature is Deer Creek, 0.7 mile west of the project site. Additionally, no potential jurisdictional waters of the U.S. or State were identified during this survey. Special-Status Plants One special-status plant species has a moderate potential to occur on the project site: paniculate tarplant.The project site provides moderately suitable habitat for this species in the sandy soils of the cheatgrass grassland present onsite, and one occurrence was documented in 2013 approximately 2.5 miles east of the project site. One federally listed plant species has low potential to occur on the project site:San Diego ambrosia.No special- status plants were observed during the biological survey. However, as a part of the project approval, the following biological survey would be included as a condition of approval. Preconstruction Surveys for Special-Status Plants.Paniculate tarplant has a moderate potential to occur on the project site,and San Diego ambrosia has a low potential to occur.As such,a focused preconstruction rare plant survey shall be conducted during the appropriate blooming period or the season immediately prior to project implementation to ensure no new individual of rare plants are present on the project site prior to the start of construction. The survey shall be conducted in accordance with the USFWS, CNPS, and CDFW protocols for surveying special-status plant populations during the blooming period for paniculate tarplant (April to November) and San Diego ambrosia (April to October) occurring the season prior to the start of ground-disturbing activities. If paniculate tarplant and/or San Diego ambrosia are not identified within the Project boundaries or in adjacent areas where project activities may result in impacts to these species, then ground-disturbing activities may commence without implementing additional species protection measures. If either species is detected during the preconstruction survey and the location(s)is/are outside the project impact area,then an environmentally sensitive area fence shall be established around the plant at an appropriately sized buffer determined by a botanist, and no project activities may occur inside the buffer for any reason. If either species is detected during the preconstruction survey and project-related impacts are unavoidable, then consultation with the appropriate regulatory agency (USFWS and/or CDFW) may be needed to develop a mitigation plan or additional avoidance and minimization measures. May 2024 31 Page 774 ATTACHMENT TO NOTICE OF EXEMPTION Spruce & Red Oak Mixed-Use Project Conclusion Based on the preceding, project implementation will not cause a substantial adverse impact on biological resources.Therefore,the proposed project meets Condition C. Condition D: Result in Significant Effects As demonstrated below, the proposed project would not result in any significant effects related to air quality, noise,traffic,or water quality.Therefore,the proposed project meets Condition D. Air Quality The project site and offsite improvement area are within the South Coast Air Basin (SoCAB) and the South Coast Air Quality Management District(South Coast AQMD)jurisdiction.The following analysis evaluates the impacts of the proposed project based on the significance criteria of the South Coast AQMD. The analysis focuses on air pollution from regional emissions and localized pollutant concentrations. "Emission" refers to the actual quantity of pollutant,measured in pounds per day."Concentration"refers to the amount of pollutant material per volumetric unit of air. Concentrations are measured in parts per million (ppm) or micrograms per cubic meter(µg/m3).Emissions of the proposed project are modeled using the California Emissions Estimator Model (CalEEMod), version 2022.1.1.21. Modeling emissions worksheets, assumptions, and output files are provided in Appendix B. The following provides a summary of the potential short-and long-term air quality impacts associated with the proposed project. Regional Emissions Construction Table 2 shows the project-related criteria air pollutant emissions generated from construction activities (operation of construction equipment,fugitive dust generated from ground disturbance,etc.) and construction- related on-road vehicles (haul trucks,worker, and vendor trips, etc.) associated with the proposed project.As shown in the table,construction activities associated with the project would not exceed the South Coast AQMD regional construction significance thresholds. Therefore, construction-related regional impacts to air quality would not be significant. Table 2 Maximum Daily Construction Emissions Maximum Daily Emissions(pound s/da 1 Year VOC NOx CO S02 PM102 PM2.52 Year 2024 3 33 35 <1 6 2 Year 2025 9 7 26 <1 4 1 Year 2026 6 48 76 <1 9 3 Project Maximum Daily Emissions 9 48 76 <1 9 3 South Coast AQMD Maximum Daily 75 100 550 150 150 55 Thresholds Exceeds Threshold No No No No No No Source:CalEEMod Version 2022.1.1.21.Highest winter or summer emissions are reported. 1 Based on construction equipment mix provided and/or verified by the project applicant.Where specific information regarding project-related construction activities or processes was not available,construction assumptions were based on CaIEEMod defaults,which are based on construction surveys conducted South Coast AQMD. 2 Includes implementation of fugitive dust control measures required by South Coast AQMD under Rule 403,including watering disturbed areas a minimum of two times per day,reducing speed limit to 15 miles per hour on unpaved surfaces,and street sweeping with Rule 1186—compliant sweepers. May 2024 32 Page 775 ATTACHMENT TO NOTICE OF EXEMPTION Spruce & Red Oak Mixed-Use Project Operation Long-term air pollutant emissions generated by the proposed project would be generated by area sources (e.g., landscape fuel use,aerosols,and architectural coatings),mobile sources from vehicle trips,and energy use (i.e., natural gas)associated with the project.Table 3 identifies the long-term criteria air pollutant emissions generated from operation of the proposed project. As shown in the table, operation of the proposed project would not generate criteria air pollutant emissions that exceed the South Coast AQMD's regional significance thresholds. Therefore,long-term operation-related impacts to air quality would not be significant. Table 3 Maximum Daily Operational Phase Emissions Criteria Air Pollutants ounds/da Source VOC NOx CO SO2 PM10 PM2.5 Mobile Sources' 5 5 47 <1 11 3 Area 8 <1 18 <1 <1 <1 Energy <1 1 <1 <1 <1 <1 Project Maximum Daily Emissions 13 6 65 <1 11 3 South Coast AQMD Maximum Daily Thresholds 55 55 550 150 150 55 Exceeds Regional Threshold? No No No No No No Source:CalEEMod Version 2022.1.1.21.Totals may not equal 100 percent due to rounding. 1 Based on the trip generation data provided by Fehr&Peers(See Appendix C). Localized Emissions Construction The proposed project could expose sensitive receptors to elevated pollutant concentrations if it would cause or contribute significantly to elevated pollutant concentration levels.Unlike regional emissions,localized emissions are typically evaluated in terms of air concentration rather than mass so they can be more readily correlated to potential health effects. Localized significance thresholds (LSTs) are based on the California Ambient Air Quality Standards (AAQS),which are the most stringent AAQS established to provide a margin of safety in the protection of public health and welfare. They are designed to protect sensitive receptors most susceptible to further respiratory distress, such as asthmatics, the elderly, very young children, people already weakened by other disease or illness, and people engaged in strenuous work or exercise. The screening-level construction LSTs are based on the size of the project site,distance to the nearest sensitive receptor, and Source Receptor Area(SRA).The nearest offset residential receptors are the apartments over 900 feet to the north of the project site. The screening-level LSTs (pounds per day) are used to gauge whether a project could potentially exceed the LSTs. Table 4 shows the maximum daily construction emissions (pounds per day) generated during onsite construction activities compared with the South Coast AQMD's screening-level construction LSTs.As shown in the table, the maximum daily NOx, CO, PM10 and PM2.5 construction emissions generated from onsite construction-related activities would be less than their respective South Coast AQMD screening-level LSTs. Therefore,project-related construction activities would not have the potential to expose sensitive receptors to substantial pollutant concentrations, and construction-related localized air quality impacts would not be significant. May 2024 33 Page 776 ATTACHMENT TO NOTICE OF EXEMPTION Spruce & Red Oak Mixed-Use Project Table 4 Localized Construction Emissions Pollutants ounds/day)l Source NOx Co PMI0 PM2.5 Main - Site Preparation, Rough Grading, & Fine 25 26 4 1 Grading Overlap Main - Site Preparation, Rough Grading, Fine 27 29 4 1 Grading,&Utility Trenching Overlap Main-Utility Trenching 2 3 <1 <1 Main-Building Construction 2024 3 5 <1 <1 Main-Building Construction 2025 3 5 <1 <1 Main-Building Construction 2025&Architectural Coating Overlap 4 6 <1 <1 Main-Building Construction 2026 3 5 <1 <1 Main-Building Construction 2026,Main-Paving, Main-Finishing/Landscaping,Offsite Demolition, 43 55 4 2 Offsite-Grubbing,&Offsite Grading Overlap Main-Building Construction 2026,Main-Paving, Main-Finishing/Landscaping,&Offsite Drainage 12 19 <1 <1 Overlap Main - Building Construction 2026, Offsite - 10 15 <1 <1 Paving,&Offsite Striping Overlap South Coast AQMD 1-acre or less Screening 118 863 5 4 LST Exceeds LST? No No No No Source:CalEEMod Version 2022.1.1.21;South Coast AQMD 2008,2011. Notes:In accordance with South Coast AQMD methodology,only onsite stationary sources and mobile equipment are included in the analysis.For the purposes of this analysis,screening-level LSTs are based on receptors within 82 feet(25 meters)of the project site in SRA 32 for all pollutants. Main=primary onsite project;Offsite=offsite improvements 1 Based on construction equipment mix provided and/or verified by the project applicant.Where specific information regarding project-related construction activities or processes was not available,construction assumptions were based on CalEEMod defaults,which are based on construction surveys conducted South Coast AQMD. Operation The operation of the proposed project would not generate substantial quantities of emission from onsite, stationary sources. Land uses with stationary sources that have the potential to generate substantial emissions would require a permit from South Coast AQMD. These include industrial land uses, such as chemical processing,and warehousing operations where substantial truck idling could occur onsite.The proposed project does not fall within these categories of uses. The operation of the proposed project would include use of standard onsite mechanical equipment, such as heating/ventilation/air conditioning units, and air pollutant emissions generated from this equipment would be nominal. Therefore, localized air quality impacts for operation-related emissions would not be significant. Noise The following provides a summary of the potential short- and long-term noise impacts associated with the proposed project. May 2024 34 Page 777 ATTACHMENT TO NOTICE OF EXEMPTION Spruce & Red Oak Mixed-Use Project Project Construction Noise Two types of short-term noise impacts could occur during construction: (1)mobile-source noise from transport of workers,material deliveries,and debris and soil haul and(2) stationary-source noise from use of construction equipment.Existing uses surrounding the project site would be exposed to construction noise. Construction EgWpment Noise generated during construction is based on the type of equipment used, the location of the equipment relative to sensitive receptors,and the timing and duration of the noise-generating activities.Each activity phase of construction involves the use of different construction equipment,and therefore each activity phase has its own distinct noise characteristics.Noise levels from construction activities are dominated by the loudest piece of construction equipment.The dominant noise source is typically the engine,although work piece noise (such as dropping of materials) can also be noticeable. The noise generated at each activity phase is determined by combining the Leq contributions from the top three loudest pieces of equipment used at a given time. Construction activities associated with the proposed project would not require blasting or pile driving. Demolition and grading typically generate the highest noise levels because they require the largest equipment. Construction noise quite often exhibits a high degree of variability because factors such as noise attenuation due to distance, the number and type of equipment, and the load and power requirements to accomplish tasks at each construction activity phase result in different noise levels at a given sensitive receptor. Heavy equipment such as a dozer or a loader can have maximum, short-duration noise levels of 85 dBA at 50 feet. Since noise from construction equipment is intermittent and diminishes at a rate of 6 dBA per doubling distance,the average noise levels at noise-sensitive receptors would be lower,because mobile construction equipment would move around the site with different loads and power requirements. Construction noise from activity that occurs throughout the entire construction site is calculated at spatially averaged distances (i.e., from the acoustical center of the general construction site to the property line of the nearest noise sensitive receptors) because the area around the center of construction activities best represents the potential average construction-related noise levels at the various sensitive receptors.Therefore,the distances of construction activity to sensitive receptors would be consistent between each phase. The City of Rancho Cucamonga does not have an established criterion for daytime construction noise levels.Therefore,the Federal Transit Administration(FTA) daytime criterion of 80 dBA Leq for residential uses is used to determine impact significance. The nearest sensitive receptors to the project site include Kindred Hospital to the southeast and Abundant Living Family Church to the south(see Figure 3,Aerial Photograph).Project-related construction noise levels at these receptors were modeled using the Federal Highway Administration (FHWA) Roadway Construction Noise Model (RCNM), and construction equipment is based on information provided by the project applicant and CalEEMod default equipment mix. Table 5 summarizes the aggregate noise levels by activity phase at various receptor distances.As shown in the table,construction noise would attenuate to 73dBA Leq or less at the nearest noise-sensitive receptor,which is below the FTA criterion of 80 dBA Leq.Additionally,noise from construction activities would be temporary and cease upon project completion.Therefore,no impact from construction noise would occur. May 2024 35 Page 778 ATTACHMENT TO NOTICE OF EXEMPTION Spruce & Red Oak Mixed-Use Project Table 5 Project-Related Construction Noise,Energy-Average Le Noise Levels, dBA Noise Level at Nearest Receptors Construction RCNM Reference Kindred Hospital Abundant Living Family Church Activity Phase Noise Level to the South to the South Project-Site Construction Phases Distance in feet onsite construction IN 520 600 Site Prep 80.8 60.5 59.2 Site Prep Soil Haul 80.8 60.5 59.2 Grading 82.0 61.7 60.4 Utility Trenching 77.4 57.1 55.8 Building Construction 80.0 59.7 58.4 Paving 83.5 63.2 61.9 Finishing/Landscaping 80.1 59.8 58.5 Roadway Improvement Construction Phases Distance in feet offsite construction 50 200 430 Demolition 84.5 72.5 65.8 Drainage and Utilities 75.1 63.1 56.4 Asphalt Paving 83.1 71.1 64.4 Architectural Coating 73.7 61.7 55.0 Source:FHWA RCNM. Opera tional Noise Mechanical Equipment The proposed project would include heating,ventilation,and air conditioning systems (HVAC) for the mixed- use building.Mechanical equipment is anticipated to be installed on the rooftop of the proposed building. For a conservative analysis,it was assumed that the rooftop HVAC equipment would be installed at the edge of the building closest to receptors and with no acoustical shielding. As mentioned above, the nearest sensitive receptor is the Kindred Hospital southeast of the project site.HVAC units are typically 72 dBA Leq at a distance of 3 feet.The proposed project would be approximately 150 feet from the hospital property line.At 150 feet, noise levels would attenuate to 38 dBA,which is below the daytime and nighttime exterior noise standards of 65 dBA and 60 dBA, respectively. Also, although the noise analysis considered a conservative scenario (no acoustical shielding at the rooftop),the City requires that all rooftop equipment be shielded.With the shielding, the noise that would be generated by the HVAC system would be further reduced. Therefore, HVAC noise would be not perceptible to offsite sensitive receptors. A trash compactor would be placed within the interior of the proposed structure on the ground floor.All trash compacting noise would be fully shielded and noise would be blocked by the parking structure.Therefore,trash compacting noise would be not perceptible to offsite sensitive receptors. May 2024 36 Page 779 ATTACHMENT TO NOTICE OF EXEMPTION Spruce & Red Oak Mixed-Use Project Traffic Noise A project will normally have a significant effect on the environment related to noise if it substantially increases the ambient noise levels for adjoining areas. Most people can detect changes in sound levels of approximately 3 dBA under normal, quiet conditions, and changes of 1 to 3 dBA are perceptible under quiet, controlled conditions. Changes of less than 1 dBA are usually indiscernible. A change of 5 dBA is readily discernible to most people in an exterior environment. Based on this, the following thresholds of significance—similar to those recommended by the Federal Aviation Administration (FAA)—are used to assess traffic noise impacts at sensitive receptor locations.A significant impact would occur if traffic noise increase would exceed: ■ 1.5 dBA in an ambient noise environment of 65 dBA CNEL and higher. ■ 3 dBA in an ambient noise environment of 60 to 64 CNEL. ■ 5 dBA in an ambient noise environment of less than 60 dBA CNEL. Project-related traffic noise increases were calculated using study roadway segment volumes provided by Linscott, Law& Greenspan (LLG) for existing and opening year scenarios with and without the project trip contributions.Results of the traffic noise modeling are summarized in Table 6.Traffic modeling based on data provided by LLG indicates that project-related increases would be up to 2.4 dBA CNEL along Spruce Avenue, between Red Oak Street and White Oak Avenue,as shown in the table.Therefore,traffic noise increases would not exceed 3.0 dBA CNEL(the lowest acceptable increase)and traffic noise impacts would not occur as a result of project implementation. Table 6 Project Traffic Noise Increase ADT dBA CNEL Project Noise Increase Over Existing Roadway Segment Existing No Project Existing Plus Project Conditions Southbound—Spruce Avenue 307 348 0.54 Westbound—Red Oak Avenue 297 349 0.70 Northbound—Kindred Hospital Driveway 114 196 2.35 Eastbound—White Oak Avenue 205 212 0.15 Source:LLG 2024. Generation ofExcessive Groundbome Whration or Groundborne Noise Levels Construction can generate varying degrees of ground vibration,depending on the construction procedures and equipment. Operation of construction equipment generates vibrations that spread through the ground and diminish with distance from the source. The effect on buildings in the vicinity of the construction site varies depending on soil type,ground strata,and receptor-building construction.The effects from vibration can range from no perceptible effects at the lowest vibration levels,to low rumbling sounds and perceptible vibrations at moderate levels, to slight structural damage at the highest levels. Vibration from construction activities rarely reaches the levels that can damage structures. May 2024 37 Page 780 ATTACHMENT TO NOTICE OF EXEMPTION Spruce & Red Oak Mixed-Use Project The City of Rancho Cucamonga establishes a threshold of 85 VdB or below within 200 feet of an existing structure. Therefore, the FTA criteria is used to determine impact significance at nearby structures. To determine potential vibration velocity,it is conservatively assumed that construction equipment could operate at the edge of the project site and offsite roadway improvements area.Therefore,the distance from the vibration source (construction equipment) to closest receptor for both construction site and roadway improvements is measured from the edge of the site to the nearest structure facades.The proposed project involves construction activities adjacent to the office building abutting the western site boundary and would include offsite roadway improvements approximately 30 feet north of the hotel (Best Western Plus Heritage Inn Ontario) east of the project stie boundary across Spruce Avenue. Table 7 summarizes vibration levels for typical construction equipment at a reference distance of 25 feet and distances to the surrounding structures. Table 7 Vibration Levels for Typical Construction Equipment Best Western Inn to the Office Building to the West North of the Roadway of the Construction Site Improvements FTA Reference VdB City threshold of 85 VdB City threshold of 85 VdB Equipment at 25 feet within 200 feet within 200 feet Vibratory Roller 94.0 105.9 91.6 Large Bulldozer 87.0 98.9 84.6 Loaded Trucks 86.0 97.9 83.6 Jackhammer 79.0 90.9 76.6 Small Bulldozer 58.0 69.9 55.6 Exceeds City Threshold? Yes Yes Source:FTA,2018.Transit Noise and Vibration Impact Assessment,September. Notes:VdB=Vibration velocity decibels Paving activities and equipment within 10 feet of the office building and 30 feet of the hotel could result in excessive vibration annoyance levels at these structures. However, with incorporation of the following condition of approval, project-related vibration levels would be reduced to below 85 VdB within 200 feet of the nearest structure, as defined in Policy N-1.8 of the Rancho Cucamonga General Plan. The condition of approval would be provided as a part of the project approval. Construction Vibration Reduction Measure. During the project's construction activity, specifically paving and vibration compaction within 15 feet of any existing building or structure, the construction contractor(s) shall use a static roller in lieu of a vibratory roller. Use of a static roller is predicted to generate vibration levels of approximately 94 Vibration velocity decibels (VdB) at a distance of 25 feet(New Zealand Transport Agency 2012). At 50 feet, vibration levels would be approximately 85 VdB. Prior to issuance of any construction permits, the vibration equipment requirements shall be noted on all construction management plans and architectural building plans and verified by the City of Rancho Cucamonga Planning Department. Airport Land Use Noise The nearest airport to the project site is Ontario International Airport, approximately three miles to the southwest.The project site is outside of the airport land use plan.Therefore, the proposed project would not expose people residing or working in the project area to excessive noise levels. May 2024 38 Page 781 ATTACHMENT TO NOTICE OF EXEMPTION Spruce & Red Oak Mixed-Use Project Traffic The analysis in this section is based in part on the Traffic Impact Analysis (TIA) Report prepared by Linscott, Law&Greenspan for the proposed project (LLG 2024) and the Vehicle Miles Traveled Assessment prepared by Fher&Peers,which is included as Appendix C. Project Trip Generation and General Plan Consistency Analysis The project trip generation provided in the TIA was prepared using trip rates from the Institute of Transportation Engineers (ITE) and information provided by the project applicant pertaining to project operation.Table 5-1,Project Traffic Generation Forecast,of the TIA presents the trip generation estimate for the proposed project.As shown in the table,the proposed project is forecast to generate 1,149 daily trips,with 66 trips generated in the AM peak hour and 72 trips generated in the PM peak hour on a "typical"weekday. One key intersection (Spruce Avenue and Red Oak Street) was analyzed in the TIA under the Existing,Near Term (Year 2026), and Buildout Condition with- and without-project scenarios to ensure that project implementation would not impact the intersection in a manner that would result in an inconformity with the acceptable LOS performance standard for intersections pursuant to the Rancho Cucamonga General Plan.As concluded in the TIA, the intersection would operate an acceptable LOS under any of the three scenarios analyzed, and no impact to the intersection would occur. Therefore, the proposed project would not cause a significant effect on the existing roadway network,and no further traffic analysis is required. Vehicle Miles Traveled Screening Analysis Senate Bill (SB) 743 was signed by Governor Brown in 2013 and required the Governor's Office of Planning and Research (OPR) to amend the CEQA Guidelines to provide an alternative to LOS for evaluating transportation impacts. SB743 specified that the new criteria should promote the reduction of greenhouse gas emissions,the development of multimodal transportation networks, and a diversity of land uses. The bill also specified that delay-based level of service could no longer be considered an indicator of a significant impact on the environment under CEQA. In response, Section 15064.3 was added to the CEQA Guidelines on January 1, 2019. Section 15064.3, Determining the Significance of Transportation Impacts, states that vehicle miles traveled(VMT)is the most appropriate measure of transportation impacts and provides lead agencies with the discretion to choose the most appropriate methodology and thresholds for evaluating VMT.The provisions of Section 15064.3(c)were implemented statewide beginning on July 1,2020. The project site, which is located in a Transit Priority Area (TPA), is accessible by multiple modes of transportation. Vehicle access to the site would be provided by a new driveway via Red Oak Street and pedestrian access via sidewalks (existing and proposed) along Spruce Avenue and Red Oak Street.Additionally, the project's access to bicycle and public transit would reduce potential VMT in the area. Bicycle and public transit are provided via bicycle lanes and existing Omnitrans public transit services on Foothill Boulevard, approximately 400 feet northeast of the project site. The proposed project includes 338 off-street vehicle parking spaces,of which 287 are reserved for residents.Parking supply would be consistent with City of Rancho Cucamonga development standards.Based on the VMT assessment and the City of Rancho Cucamonga Traffic Impact Analysis Guidelines, adopted June 2020, the proposed project would screen-out of further VMT analysis due to its proximity to transit and its location in a TPA. Further, access and connectivity within the City Center land use designation focuses on walkability with improved sidewalk infrastructure and locating parking behind or between buildings. The project proposes May 2024 39 Page 782 ATTACHMENT TO NOTICE OF EXEMPTION Spruce & Red Oak Mixed-Use Project sidewalk improvements along the project frontages (Spruce Avenue and Red Oak Street) and places parking behind the street frontage in an enclosed parking structure,satisfying these requirements.The proposed project generally conforms to the City's General Plan mobility and circulation policies by accounting for multi-modal access, promoting a high-quality pedestrian environment, and maintaining adequate LOS at adjacent intersections.The mixed-use nature of the project also promotes internalized trips,which reduces VMT relative to citywide averages. Therefore,the proposed project would have a less-than-significant VMT impact. Wa ter Quality Following is a discussion of the potential water quality impacts resulting from urban runoff that would be generated during the construction and operational phases of the proposed project. Project Construction Phase Construction-related runoff pollutants are typically generated from waste and hazardous materials handling or storage areas, outdoor work areas, material storage areas, and general maintenance areas (e.g., vehicle or equipment fueling and maintenance,including washing).The project's construction phase has the potential to cause deterioration in the quality of downstream receiving waters if construction-related sediments or pollutants wash into the existing storm drain system and facilities in the area. Construction-related activities that are primarily responsible for sediment releases are related to exposing previously stabilized soils to potential mobilization by rainfall/runoff and wind. Such activities include removing vegetation from the site, grading the site, and trenching for infrastructure improvements. Environmental factors that affect erosion include topographic,soil,and rainfall characteristics.Non-sediment- related pollutants that are also of concern during construction relate to non-stormwater flows and generally include construction materials (e.g.,paint and stucco);chemicals,liquid products,and petroleum products used in building construction or the maintenance of heavy equipment; and concrete and related cutting or curing residues.Project-related construction activities would generate pollutants that could adversely affect the water quality of downstream receiving waters if appropriate and effective stormwater and non-stormwater management measures are not used to keep pollutants out of and remove pollutants from urban runoff. Construction projects of one acre or more are regulated under the Statewide General Construction Permit (CGP), Order No. 2022-0057-DWQ, issued by the State Water Resources Control Board in 2022. Projects obtain coverage by developing and implementing a Stormwater Pollution Prevention Plan(SWPPP) estimating sediment risk from construction activities to receiving waters and specifying BMPs that would be implemented by the project to minimize pollution of stormwater. The project's construction contractor would be required to prepare and implement a SWPPP and associated BMPs in compliance with the CGP during grading and construction. The SWPPP would specify BMPs that the construction contractor would implement to protect water quality by eliminating and/or minimizing stormwater pollution prior to and during grading and construction and show the placement of those BMPs.Standard construction BMPs that would be incorporated into the project's SWPPP and implemented during the construction phase include but are not limited to: ■ Perimeter control with silt fences and perimeter sandbags and/or gravel bags. ■ Stabilized construction exits with rumble strip(s)/plate(s). May 2024 40 Page 783 ATTACHMENT TO NOTICE OF EXEMPTION Spruce & Red Oak Mixed-Use Project ■ Installation of storm drain inlet protection on affected onsite drains and within roadways. ■ Installation of silt fences around stockpiles and covering of stockpiles. ■ Use of secondary containment around barrels, containers, and storage materials that may impact water quality. ■ Stabilization of disturbed areas where construction ceases for a determined period of time(e.g.,one week) with erosion controls. ■ Installation of temporary sanitary facilities and dumpsters. Adherence to the BMPs in the SWPPP would reduce,prevent,minimize,and/or treat pollutants and prevent degradation of downstream receiving waters. BMPs identified in the SWPPP would reduce or avoid contamination of stormwater with sediment and other pollutants such as trash and debris;oil,grease,fuels,and other toxic chemicals;paint,concrete,asphalt,bituminous materials,etc.;and nutrients. Based on the preceding, no significant water quality impacts from the project's grading and construction activities are anticipated to occur. Project Operation Phase Operational-related activities of the proposed project(e.g.,runoff from parking areas,solid waste storage areas, and landscaped areas) will generate pollutants that could adversely affect the water quality of downstream receiving waters if effective measures are not used to keep pollutants out of and remove pollutants from urban runoff. Project development would be required to comply with requirements set forth in the Santa Ana Regional Water Quality Control Board (RWQCB) MS4 permit, (Order No. R8-2010-0036, NPDES No. CAS618036) and in accordance with City of Rancho Cucamonga Municipal Code Section 19.20, which includes the preparation and implementation of a Water Quality Management Plan(WQMP).Pursuant to the City's initial requirements for development projects, the project applicant's civil engineer prepared a preliminary Water Quality Management Plan (PWQMP) Site and Drainage Plan, which is included in Appendix D for reference. Implementation of the PWQMP Site and Drainage Plan ensures ongoing, long-term protection of the watershed basin. As shown in the PWQMP Site and Drainage Plan, the project is designed to include onsite structural treatment control BMPs consisting of below-ground infiltration chambers and drywells located underneath the parking structure in the center of the building.These BMPs would capture and treat site runoff before it is conveyed from the project site to the public storm drain system. These BMPs would have the capacity to treat the entire Design Capture Volume (DCV') for the project,which is 8,280 cubic feet of water. In addition,nonstructural source control BMPs would be implemented during project operation,including: ■ Education of tenants and property owners of stormwater management best practices. 1 The DCV is the volume of storm water runoff that must be retained and/or biofiltered in order to satisfy pollutant control requirements. May 2024 41 Page 784 ATTACHMENT TO NOTICE OF EXEMPTION Spruce & Red Oak Mixed-Use Project ■ Restrictions on outdoor storage of raw chemicals,manufacturing activities,and discharging of wastewater to paved areas. ■ Preparation of a Spill Contingency Plan. ■ Employee training of stormwater features. ■ Sweeping of the parking lot and driveway. ■ Implementation of a litter/debris control program. ■ Landscape management. Furthermore,as shown in the PWQMP Site and Drainage Plan,the following structural source control BMPs would be implemented: ■ Low-flow irrigation fixtures. ■ Storm drain system stenciling and signage. ■ Covered trash and waste storage areas. ■ Catch basins in the western end of the development. Preparation and submittal of a final WQMP and implementation of all identified BMPs will be ensured through the City's development review and building plan check process. Long-term maintenance of proposed water quality control features would be required by the City as a condition of approval to ensure the long-term effectiveness of all such features.Therefore,no significant water quality impacts are anticipated to occur. Condition E:Adequate Utilities and Public Services The project site is in an urbanized area of the City that is already served by all necessary municipal utilities (i.e., water,wastewater, stormwater, solid waste) and public services (i.e., fire,police). As demonstrated below, the proposed project would not result in impact to or the need for new or expansion of existing utilities or public services.Therefore,the project meets Condition E. Utilities and Service Systems Water System Water to the project site would be supplied by the Cucamonga Valley Water District (CVWD).The proposed project would require construction of water lines onsite to connect with existing water mains in the surrounding roadway right-of-way. Some construction may occur within the right-of-way to make the necessary infrastructure connections to the existing water main, but no new or expansion of existing water lines would be required. The proposed water system improvements will be designed and constructed in accordance with City and CVWD requirements. Wastewater System CVWD would provide wastewater collection and conveyance service to the project site. The project would require the construction of new onsite sewer lines to connect to existing sewer mains or trunk lines in the May 2024 42 Page 785 ATTACHMENT TO NOTICE OF EXEMPTION Spruce & Red Oak Mixed-Use Project surrounding roadway right-of-way.Some construction may occur within the right-of-way to make the necessary infrastructure connections to the existing facilities,but no new or expansion of existing sewer lines would be required.The proposed wastewater system improvements will be designed and constructed in accordance with City and CVWD requirements. Drainage System Under proposed conditions and upon project completion, site runoff would be conveyed similar to existing conditions, continuing to flow southwesterly via new onsite drainage collection, conveyance, and treatment systems. Project development would increase the amount of impervious surfaces on the site, which would increase the volume of site discharge by 2.182 cubic feet per second under a 100-year storm event. However, as described in the Preliminary Hydrology Report prepared for the project(VEI 2023),the increased flow from the project would be captured through drainage inlets at the west and south portions of the project site and routed through an onsite storm drain system that discharges to below ground infiltration chambers with drywells. The chambers would be sized to capture and retain 90 percent of the predeveloped runoff volume. The proposed drainage system improvements will be designed and constructed in accordance with City requirements. Other Utilities Other utilities that would serve the project include electricity (City of Rancho Cucamonga), natural gas (Southern California Gas Company), solid waste collection service (Burrtec Waste Industries) and telecommunications (various private services, including Frontier, Charter, and Comcast). Available infrastructure and facilities (i.e., subsurface gas mains in adjacent streets) for these utilities and service system providers are readily available to serve the project site.No offsite expansion or upsizing of utility and service system infrastructure or facilities will be required to accommodate the project. Additionally, all new utility infrastructure would be installed underground or placed in enclosed spaces (e.g.,utility closets). Public Services Fire Protection and Emergency Services The City of The Rancho Cucamonga Fire Protection District(RCFPD)provides fire protection and emergency services to the entire City (including the project site) from seven fire stations. The nearest fire station to the project site is Fire Station 174 at 11297 Jersey Boulevard, approximately 1.4 miles to the southeast. RCFPD also has mutual aid agreements with all of the other fire departments in San Bernardino County,including the San Bernardino County Fire Department. Project implementation would result in an increase in calls for fire protection and emergency medical service. However, considering the existing firefighting resources available in and near the City,project impacts on fire protection and emergency services (including response times) are not expected to occur. Additionally, in the event of an emergency at the project site that required more resources than Fire Station 174 could provide, RCFPD would direct resources to the site from other RCFPD stations nearby and,if needed,would request assistance from other nearby fire departments. Additionally, the project site is an infill site already served by RCFPD;therefore,project development would not result in an expansion of RCFPD's service area. The City also involves RCFPD in the development review process in order to ensure that the necessary fire prevention and emergency response features are incorporated into development projects. For example, the May 2024 43 Page 786 ATTACHMENT TO NOTICE OF EXEMPTION Spruce & Red Oak Mixed-Use Project residential units and commercial uses would include sprinkler and alarm systems. Fire hydrants would also be installed at key locations onsite,as required by RCFPD,to provide adequate fire protection.Also,Knox Boxes would be placed where necessary(i.e.,security gates) to provide access for emergency personnel.Additionally, emergency access to the project site would be provided via the proposed driveway off Red Oak Street,which leads to the multi-level parking structure via the alley along the northern end of the project site and via the Spruce Avenue and Red Oak Street roadway frontages.All site and building improvements would be subject to review and approval by the City and RCFPD prior to issuance of a building permit and occupancy permit. Furthermore, project development is required to comply with the most current adopted fire codes, building codes, and nationally recognized fire and life safety standards of the City and RCFPD,which impose design standards and requirements that seek to minimize and mitigate fire risk. Compliance with these codes and standards is ensured through the City's and RCFPD's development review and building permit process. Based on the preceding,the proposed project would not adversely affect RCFPD's ability to provide adequate service and would not require new or expanded fire facilities. Police Protection Services The San Bernardino County Sheriffs Department (Sheriff) provides police protection services to the city (including the project site) from its police station at 10510 Civic Center Drive in Rancho Cucamonga,which is approximately 0.5 mile west of the project site. Project implementation would result in an increase in calls for police protection service.However,considering the existing police resources available in and near the city,project impacts on police services(including response times) are not expected to occur. The Sheriff's staffing and equipment levels could absorb the additional calls and responses that could be generated by the proposed project. The project site is also an infill site already served by the Sherriff;therefore,Project development would not result in an expansion of their service area. Additionally, in the event of an emergency at the project site that required more resources than the Sheriff's station at 10510 Civic Center Drive could provide, the Sherriff would direct resources to the site from other Sherriff stations nearby and,if needed,would request assistance from other nearby police departments. Based on the preceding, the proposed project would not adversely affect the Sherriff s ability to provide adequate service and would not require new or expanded police facilities. Finding Since all criteria set forth in Section 15332 of the CEQA Guidelines have been met by the proposed project, the City of Rancho Cucamonga finds that the proposed project is categorically exempt from CEQA under Class 32. May 2024 44 Page 787 ATTACHMENT TO NOTICE OF EXEMPTION Spruce & Red Oak Mixed-Use Project REFERENCES California Department of Transportation (Caltrans). 2024. Scenic Highways: California State Scenic Highways.https://caltrans.maps.arcgis.com/apps/webappviewer/index.html?id=465dfd3d8O7 c46cc8e8057116f1aacaa. California State Parks,Office of Historic Preservation(OHP). 2024. California Historic Landmarks by County. https://ohp.parks.ca.gov/?page_id=21387. Department of Toxic Substances Control(DTSC). 2024.EnviroStor. https://vr,vw.envirostor.dtsc.ca.gov/pubfic/. EPD Solutions,Inc.2023.Trip Generation and Vehicle Miles Traveled (VMT) Screening Analysis. Linscott Law&Greenspan (LLG).2024,March.Traffic Impact Analysis. National Parks Service (NPS). 2024.National Register Database and Research. https://www.nps.gov/subjects/nationalregister/database-research.htm#table. New Zealand Transport Agency. 2012,November.Technical Memorandum Noise and Vibration No.1. https://www.nzta.govt.nz/assets/Highways-Information-Portal/Technical-disciplines/Noise-and -vibration/Standards/Technical-memoranda/Tech-memo-NV 1-construction-vibration-criteria.pdf. Orswell&Kasman,Inc. 2022,November. Phase I Environmental Site Assessment Report. Rancho Cucamonga, City of. 2024a. Zoning Plan Viewer.https://regis.maps.arcgis.com/apps/ webappviewer/index.html?id=71 c7e5e0967f48cd9a56f341 f6056540. 2024b. General Plan Viewer.https://regis.maps.arcgis.com/apps/webappviewer/ index.html?id=e29b6dcdl a374a9da53cb4f96686bd5e. 2021,December. City of Rancho Cucamonga General Plan. https://www.cityofrc.us/GeneralPlan. 2020,June. Cultural Resources Existing Conditions Report. https://www.cityofrc.us/sites/default/ files/2020-07/P1anRC_ExistingCondidonsReport_CulturalResources June2020.pdf. State Water Resources Control Board (SWRCB). 2024. GeoTracker.https://geotracker.waterboards.ca.gov/. South Coast Air Quality Management District (South Coast AQMD). 2008,June. Final Localized Significance Threshold Methodology.http://www.agmd.gov/home/regulations/cega/air-quality-analysis -handbook/localized-significance-thresholds. 2011. Fact Sheet for Applying CalEEMod to Localized Significance Thresholds.http://www.agmd .gov/docs/default-source/ceqa/handbook/localized-significance-thresholds/caleemod-guidance.pdf US Environmental Protection Agency(USEPA). 2024a. EnviroMapper. https://enviro.epa.gov/enviro/em4ef.home. May 2024 45 Page 788 ATTACHMENT TO NOTICE OF EXEMPTION Spruce & Red Oak Mixed-Use Project 2024b. Environmental Justice Screening and Mapping Tool(Version 2020). https://ejscreen.epa.gov/mapper/. Valued Engineering Inc. (VEI). 2023,August.Preliminary Hydrology Report. May 2024 46 Page 789 ATTACHMENT TO NOTICE OF EXEMPTION Spruce & Red Oak Mixed-Use Project APPENDIX A Biological Resources Assessment Report May 2024 47 Page 790 ATTACHMENT TO NOTICE OF EXEMPTION Spruce & Red Oak Mixed-Use Project Tbis page intentionally left blank. May 2024 48 Page 791 ATTACHMENT TO NOTICE OF EXEMPTION Spruce & Red Oak Mixed-Use Project APPENDIX B Air Quality Technical Modeling May 2024 49 Page 792 ATTACHMENT TO NOTICE OF EXEMPTION Spruce & Red Oak Mixed-Use Project Tbis page intentionally left blank. May 2024 50 Page 793 ATTACHMENT TO NOTICE OF EXEMPTION Spruce & Red Oak Mixed-Use Project APPENDIX C Trip Generation and Vehicle Miles Traveled Screening Analysis Memorandum May 2024 51 Page 794 ATTACHMENT TO NOTICE OF EXEMPTION Spruce & Red Oak Mixed-Use Project Tbis page intentionally left blank. May 2024 52 Page 795 ATTACHMENT TO NOTICE OF EXEMPTION Spruce & Red Oak Mixed-Use Project APPENDIX D Preliminary Water Quality Management Plan Site and Drainage Plan May 2024 53 Page 796 ATTACHMENT TO NOTICE OF EXEMPTION Spruce & Red Oak Mixed-Use Project Tbis page intentionally left blank. May 2024 54 Page 797 RESOLUTION NO. 2024-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO CUCAMONGA, CALIFORNIA APPROVING DESIGN REVIEW DRC2023- 00154, A REQUEST FOR A SITE PLAN AND DESIGN REVIEW OF A MIXED-USE DEVELOPMENT CONSISTING OF 176 RESIDENTIAL UNITS (INCLUDING 2 LIVE-WORK UNITS), 7,870 SQUARE FEET OF COMMERCIAL LEASE AREA, AND 1,400 SQUARE FEET OF LIVE- WORK COMMERCIAL LEASE AREA WITH A RELATED MASTER PLAN TO REDUCE THE REQUIRED NON-RESIDENTIAL LAND USE MIX AND ON-SITE PARKING ON 1.8 ACRES OF LAND AT THE NORTHWEST CORNER OF RED OAK AND SPRUCE AVENUES IN THE CENTER 2 (CE2) ZONE, AND MAKING FINDINGS IN SUPPORT THEREOF - APN: 0208-353-18. A. Recitals. 1. Western Spire has filed an application for the issuance of Design Review DRC2023- 00154, as described in the title of this Resolution. Hereinafter in this Resolution, the subject Design Review request is referred to as "the application." 2. On the 101" day of July 2024, the Planning Commission of the City of Rancho Cucamonga adopted Resolution 2024-020 recommending approval to the City Council 3. On the 21 st day of August 2024, the City Council of the City of Rancho Cucamonga conducted a duly noticed public hearing on said application and concluded said hearing on that date. 4. All legal prerequisites prior to the adoption of this Resolution have occurred. B. Resolution. NOW, THEREFORE, it is hereby found, determined, and resolved by the City Coucil of the City of Rancho Cucamonga as follows: 1. This Council hereby specifically finds that all of the facts set forth in the Recitals, Part A, of this Resolution are true and correct. 2. Based upon the substantial evidence presented to this Council during the above- referenced public hearing on August 21, 2024, including written and oral staff reports, this Council hereby specifically finds as follows: a. The application applies to a 1.8 acres undeveloped site located at the northwest corner of Red Oak and Spruce Avenues; and b. The existing land use, General Plan designation, and Zones for the project site and adjacent properties are as follows: Attachment 6 Page 798 Land Use General Plan Zoning Site Vacant City Center Center 2 (CE2) North Commercial Center City Center Center 2 (CE2) South Church/School Office Employment Mixed Employment 1 (ME1) East Hotel Mixed-Use City Corridor High Corridor 2 CO2 West Office Building City Center Center 2 (CE2) C. The project is for the construction of 176 residential units (including 2 live-work units), 7,870 square feet of commercial lease area, and 1,400 square feet of live-work commercial lease area with a related Master Plan to reduce the required non-residential land use mix and on- site parking; and d. The Design Review Committee reviewed and recommended approval as proposed on April 16, 2024; and e. The project includes a related Master Plan (DRC2023-00346) to reduce the required non-residential land use mix and required onsite parking. 3. Based upon the substantial evidence presented to this Council during the above- referenced public hearing and upon the specific findings of facts set forth in Paragraphs 1 and 2 above, this Council hereby specifically finds and concludes as follows: a. The proposed development is consistent with the General Plan. The General Plan Designation for the project site is City Center, which envisions a mix of high-density residential and non-residential land uses. The project furthers the vision of the General Plan and the City Center land use designation which encourages infill development with a mix of uses. The proposed residential and commercial land uses will complement and be compatible with the surrounding area's character, comprising retail, office, and commercial uses. Project development would also help implement and further several goals and policies of the Rancho Cucamonga General Plan, including the ability to provide complete places (LC1.1), ensuring the quality of public space (LC- 1.3), and the provision of compatible development (LC-1.11). The additional housing units will also assist the City in reaching its State housing Regional Housing Needs Allocation (RHNA) outlined in the Housing Element; and b. The proposed development is in accord with the objectives of the Development Code, and the purposes of the district in which the site is located. The project site is within the Center 2 (CE2) Zone which was established to provide medium to high-intensity mixed-use development along walkable corridors and applies to mixed-use urban areas with pedestrian- friendly commercial and residential hubs and infill development along vibrant public spaces that promote walkability. The CE2 zone is designated to have a residential density of up to 100 units per acre and a non-residential floor area of 1.0 to 2.0. The project proposes a residential density of 98 units per acre and a non-residential floor area of .11. Development Code Section 17.22.020 provides the Master Plan implementation tool for deviating from development requirements for projects of exceptional design that cannot be built under an existing zone due to constraints of existing development standards. A related Master Plan has been submitted to reduce the required non-residential land use mix and the number of onsite parking spaces; and c. The proposed development complies with each of the applicable provisions of tPRge 799 Development Code. The proposed development meets all standards outlined in the Development Code except for the required non-residential land use mix and the number of onsite parking spaces, for which a Master Plan application has been submitted. Staff supports the requested deviations from the land use mix and parking requirements based on the small project size, 1.8 acres, the lack of frontage on a major street, and the extensive office and retail land uses in the surrounding area. The project site is surrounded by a mix of commercial, retail, and office land uses that are readily accessible to future project residents and commercial tenants; and d. The proposed development, together with the conditions applicable thereto, will not be detrimental to the public health, safety, or welfare, or materially injurious to properties or improvements in the vicinity. A CEQA Section 15332 infill exemption was prepared for the project which demonstrates that the project would not have a significant impact on the environment. 4. Based upon the facts and information contained in the CEQA Guidelines Section 15332 Infill Exemption, together with all written and oral reports included for the environmental assessment for the application, the City Council finds that there is no substantial evidence that the project will have a significant effect upon the environment based upon the findings as follows: a. Planning staff has determined that the project is categorically exempt from the requirements of the California Environmental Quality Act(CEQA)and the City's CEQA Guidelines. The project qualifies as a Class 32 exemption under State CEQA Guidelines Section 15332 — Infill Development Projects as the project is for the construction of a mixed-use development on 1.8 acres of land. The Section 15332 CEQA exemption covers infill developments on sites less than 5 acres in area that will not have a significant impact relating to traffic, noise, air quality, or water. b. A Section 15332 CEQA exemption was prepared by Placeworks (May 2024), an environmental consultant hired by the City (Exhibit D — CEQA Section 15332 Infill Exemption), to demonstrate compliance with the Section 15332 exemption. Staff evaluated the CEQA exemption prepared by Placeworks and concluded that the project will not have a significant impact on the environment relating to traffic, noise, air quality, or water. The City Council has reviewed the Planning and Economic Development Department's determination of exemption, and based on its own independent judgment, concurs in the staff's determination of exemption. 5. Based upon the findings and conclusions set forth in Paragraphs 1, 2, 3, and 4 above, the City Council hereby approve the project subject to each and every condition set forth below and in the attached standard conditions incorporated herein by this reference. 6. The City Clerk shall certify to the adoption of this Resolution. PASSED, APPROVED and ADOPTED this 21 ST DAY OF AUGUST 2024. L. Dennis Michael, Mayor ATTEST: Page 800 Janice C. Reynolds, City Clerk STATE OF CALIFORNIA COUNTY OF SAN BERNARDINO CITY OF RANCHO CUCAMONGA I, Janice C. Reynolds, City Clerk of the City of Rancho Cucamonga, California, do hereby certify that the foregoing Resolution was duly passed, approved, and adopted by the City Council of the City of Rancho Cucamonga, California, at a Regular Meeting of said City Council held on the 21 st day of August 2024. Page 801 RESOLUTION NO. 2024-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO CUCAMONGA, CALIFORNIA APPROVING MASTER PLAN DRC2023- 00346, A REQUEST TO REDUCE THE REQUIRED NON-RESIDENTIAL- LAND-USE MIX AND ON-SITE PARKING OF A RELATED MIXED-USE DEVELOPMENT ON 1.8 ACRES OF LAND AT THE NORTHWEST CORNER OF RED OAK AND SPRUCE AVENUES IN THE CENTER 2 (CE2) ZONE AND MAKING FINDINGS IN SUPPORT THEREOF - APN: 0208-353-18. A. Recitals. 1. Western Spire has filed an application for the issuance of Master Plan DRC2023- 00346, as described in the title of this Resolution. Hereinafter in this Resolution, the subject Master Plan request is referred to as "the application." 2. On the 101h day of July 2024, the Planning Commission of the City of Rancho Cucamonga adopted Resolution 2024-021 recommending approval to the City Council 3. On the 21st day of August 2024, the City Council of the City of Rancho Cucamonga conducted a duly noticed public hearing on said application and concluded said hearing on that date. 4. All legal prerequisites prior to the adoption of this Resolution have occurred. B. Resolution. NOW, THEREFORE, it is hereby found, determined, and resolved by the City Council of the City of Rancho Cucamonga as follows: 1. This Council hereby specifically finds that all of the facts set forth in the Recitals, Part A, of this Resolution are true and correct. 2. Based upon the substantial evidence presented to this Council during the above- referenced public hearing on August 21, 2024, including written and oral staff reports, this Council hereby specifically finds as follows: a. The application applies to a 1.8 acres undeveloped site located at the northwest corner of Red Oak and Spruce Avenues; and b. The existing land use, General Plan designation, and Zones for the project site and adjacent properties are as follows: Land Use General Plan Zoning Site Vacant City Center Center 2 (CE2) North Commercial Center City Center Center 2 (CE2) South Church/School Office Employment Mixed Employment 1 (ME1) East Hotel Mixed-Use City Corridor High Corridor 2 CO2 West Office Building City Center Center 2 (CE2) AttachmentP7ge 802 c. A Master Plan is being requested to reduce development requirements related to the non-residential land use mix and on-site parking of a mixed-use development. 3. Based upon the substantial evidence presented to this Counci during the above- referenced public hearing and upon the specific findings of facts set forth in Paragraphs 1 and 2 above, this Council hereby specifically finds and concludes as follows: a. The proposed master plan is consistent with the goals, policies, and objectives of the General Plan. The project furthers the vision of the General Plan and the City Center land use designation which encourages infill development with a mix of uses. The proposed residential and commercial land uses will complement and be compatible with the surrounding area's character, comprising retail, office, and commercial uses. Project development would also help implement and further several goals and policies of the Rancho Cucamonga General Plan, including the ability to provide complete places (LC1.1), ensuring the quality of public space (LC-1.3), and the provision of compatible development (LC-1.11). The additional housing units will also assist the City in reaching its State housing Regional Housing Needs Allocation (RHNA) outlined in the Housing Element; and b. The proposed master plan meets the applicable requirements set forth in this title. Development Code Section 17.22.020 provides the Master Plan implementation tool for deviating from development requirements for projects of exceptional design that cannot be built under an existing zone due to constraints of existing development standards. The applicant is requesting a reduction in the required non-residential land use mix and the number of onsite parking spaces. Staff supports the requested deviations from the land use mix and parking requirements based on the small project size, 1.8 acres, the lack of frontage on a major street, and the extensive office and retail land uses in the surrounding area. The project site is surrounded by a mix of commercial, retail, and office land uses that are readily accessible to future project residents and commercial tenants. The project would also help implement the City's vision in the CE2 zone by introducing a high-density (98 du/ac) mixed-use development along a walkable corridor. The 6.1 percent reduction in the parking requirement is not expected to negatively impact the surrounding land uses with the implementation of the Parking Management Plan submitted for the project 4. Based upon the facts and information contained in the CEQA Guidelines Section 15332 Infill Exemption, together with all written and oral reports included for the environmental assessment for the application, the City Council finds that there is no substantial evidence that the project will have a significant effect upon the environment based upon the findings as follows: a. Planning staff has determined that the project is categorically exempt from the requirements of the California Environmental Quality Act(CEQA)and the City's CEQA Guidelines. The project qualifies as a Class 32 exemption under State CEQA Guidelines Section 15332 — Infill Development Projects as the project is for the construction of a mixed-use development on 1.8 acres of land. The Section 15332 CEQA exemption covers infill developments on sites less than 5 acres in area that will not have a significant impact relating to traffic, noise, air quality, or water. b. A Section 15332 CEQA exemption was prepared by Placeworks (May 2024), an environmental consultant hired by the City (Exhibit D — CEQA Section 15332 Infill Exemption), to demonstrate compliance with the Section 15332 exemption. Staff evaluated the CEQA exemption prepared by Placeworks and concluded that the project will not have a significant impact on the environment relating to traffic, noise, air quality, or water. The City Council has reviewed the Planning and Economic Development Department's determination of exemption, and based on its own independent judgment, concurs in the staff's determination of exemption. Page 803 5. Based upon the findings and conclusions set forth in Paragraphs 1, 2, 3, and 4 above, the City Council hereby approve the project subject to each and every condition set forth below and in the attached standard conditions incorporated herein by this reference. 6. The City Clerk shall certify to the adoption of this Resolution. PASSED, APPROVED and ADOPTED this 21 ST DAY OF AUGUST 2024. L. Dennis Michael, Mayor ATTEST: Janice C. Reynolds, City Clerk STATE OF CALIFORNIA COUNTY OF SAN BERNARDINO CITY OF RANCHO CUCAMONGA a. I, Janice C. Reynolds, City Clerk of the City of Rancho Cucamonga, California, do hereby certify that the foregoing Resolution was duly passed, approved, and adopted by the City Council of the City of Rancho Cucamonga, California, at a Regular Meeting of said City Council held on the 21 st day of August 2024 Page 804 RESOLUTION NO. 2024-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO CUCAMONGA, CALIFORNIA APPROVING MINOR EXCEPTION DRC2023-00280, A REQUEST TO REDUCE THE REQUIRED ONSITE PARKING OF A RELATED MIXED-USE DEVELOPMENT ON 1.8 ACRES OF LAND AT THE NORTHWEST CORNER OF RED OAK STREET AND SPRUCE AVENUES IN THE CENTER 2 (CE2) ZONE AND MAKING FINDINGS IN SUPPORT THEREOF - APN: 0208-353-18. A. Recitals. 1. The applicant, Western Spire, has filed an application requesting the issuance of Minor Exception DRC2023-00280, as described in the title of this Resolution. Hereinafter in this Resolution, the subject Minor Exception request is referred to as "the application." 2. On the 10th day of July 2024, the Planning Commission of the City of Rancho Cucamonga adopted Resolution 2024-022 recommending approval to the City Council 3. On the 21 st day of August 2024, the City Council of the City of Rancho Cucamonga conducted a duly noticed public hearing on said application and concluded said hearing on that date. 4. All legal prerequisites prior to the adoption of this Resolution have occurred. B. Resolution. NOW, THEREFORE, it is hereby found, determined, and resolved by the City Council of the City of Rancho Cucamonga as follows: 1. This Council hereby specifically finds that all of the facts set forth in the Recitals, Part A, of this Resolution are true and correct. 2. Based upon the substantial evidence presented to this Council during the above- referenced public hearing on August 21, 2024, including written and oral staff reports, this Council hereby specifically finds as follows: a. The application applies to a 1.8-acre undeveloped site located at the northwest corner of Red Oak and Spruce Avenues; and b. The existing land use, General Plan designation, and Zones for the project site and adjacent properties are as follows: Land Use General Plan Zoning Site Vacant City Center Center 2 (CE2) North Commercial Center City Center Center 2 (CE2) South Church/School Office Employment Mixed Employment 1 (ME1) East Hotel Mixed-Use City Corridor High Corridor 2 CO2 West Office Building City Center Center 2 (CE2) Attachment 8 Page 805 c. A Minor Exception is being requested to reduce the required onsite parking of a 176 residential-unit mixed-use development from 362 required parking stalls to 339 provided parking stalls, representing a deficiency of 6.1 percent, or 23 parking spaces; and d. The applicant has provided a parking study which has demonstrated that the project will be sufficiently parked based on the proposed mix of uses and available onsite parking. The project site is surrounded by a mix of commercial, retail, and office land uses that are readily accessible to future project residents and commercial tenants; and e. Development Code Section 17.16.110 allows parking reductions up to 25% upon the approval of a Minor Exception. The requested reduction by 6.1 percent is less than the maximum allowed reduction of25% allowed by the Development Code. 3. Based upon the substantial evidence presented to this Council during the above- referenced public hearing and upon the specific findings of facts set forth in Paragraphs 1 and 2 above, this Council hereby specifically finds and concludes as follows: a. The minor exception is consistent with the general plan or any applicable specific plan or development agreement. The General Plan Designation for the project site is City Center, which envisions a broad range of residential and non-residential land uses. The minor exception is for a 6.1 percent(23 parking spaces) reduction in the required parking which will permit the project to be developed at the density contemplated by the General Plan; and b. The proposed minor exception is compatible with existing and proposed land uses in the surrounding area. The project site is within the Center 2 (CE2) Zone, which is envisioned for a mix of residential and non-residential land uses. The 6.1 percent (23 parking spaces) reduction in the required parking will not impact the project's compatibility with the surrounding land uses with the implementation of the Parking Management Plan submitted for the project, compliance with which is enforced by conditions imposed upon the project; and c. The proposed exception to the specific development standard(s) is necessary to allow creative design solutions compatible with the desires of the community and/or accommodate unique site conditions. The 6.1 percent (23 parking spaces) reduction in the required on-site parking will allow the project to provide a mix of residential and non-residential land uses as contemplated for the land use district; and d. The granting of the minor exception will not constitute a grant of special privilege inconsistent with the limitations on other properties classified in the same zone, and will not be detrimental to public health, safety or welfare, or materially injurious to properties or improvements in the vicinity. A CEQA Section 15332 Infill Exemption was prepared for the project that demonstrates that the project would not have a significant impact on the environment not already contemplated in the General Plan EIR. 4. Based upon the facts and information contained in the CEQA Guidelines Section 15332 Infill Exemption, together with all written and oral reports included for the environmental assessment for the application, the Council finds that there is no substantial evidence that the project will have a significant effect upon the environment based upon the findings as follows: Page 806 a. Planning staff has determined that the project is categorically exempt from the requirements of the California Environmental Quality Act(CEQA)and the City's CEQA Guidelines. The project qualifies as a Class 32 exemption under State CEQA Guidelines Section 15332 — Infill Development Projects as the project is for the construction of a mixed-use development on 1.8 acres of land. The Section 15332 CEQA exemption covers infill developments on sites less than 5 acres in area that will not have a significant impact relating to traffic, noise, air quality, or water. b. A Section 15332 CEQA exemption was prepared by Placeworks (May 2024), an environmental consultant hired by the City (Exhibit D — CEQA Section 15332 Infill Exemption), to demonstrate compliance with the Section 15332 exemption. Staff evaluated the CEQA exemption prepared by Placeworks and concluded that the project will not have a significant impact on the environment relating to traffic, noise, air quality, or water. The City Council has reviewed the Planning and Economic Development Department's determination of exemption, and based on its own independent judgment, concurs in the staff's determination of exemption. 5. Based upon the findings and conclusions set forth in Paragraphs 1, 2, 3, and 4 above, the City Council hereby approve the project subject to each and every condition set forth below and in the attached standard conditions incorporated herein by this reference. 6. The City Clerk shall certify to the adoption of this Resolution. PASSED, APPROVED and ADOPTED this 21 ST DAY OF AUGUST 2024. L. Dennis Michael, Mayor ATTEST: Janice C. Reynolds, City Clerk STATE OF CALIFORNIA COUNTY OF SAN BERNARDINO CITY OF RANCHO CUCAMONGA a. I, Janice C. Reynolds, City Clerk of the City of Rancho Cucamonga, California, do hereby certify that the foregoing Resolution was duly passed, approved, and adopted by the City Council of the City of Rancho Cucamonga, California, at a Regular Meeting of said City Council held on the 21 st day of August 2024 Page 807 Conditions of Approval RANCHO CUCAMONGA Community Development Department Project#: DRC2023-00154 DRC2023-00346 DRC2023-00280 Project Name: Spruce & Red Oak Location: 020835318-0000 Project Type: Design Review Master Plan Minor Exception ALL OF THE FOLLOWING CONDITIONS APPLY TO YOUR PROJECT: Planning Department Please be advised of the following Special Conditions 1. The project shall comply with all project recommendations as outlined in the categorical exemption prepared by Placeworks (May 2024). 2. Prior to the issuance of certificate of occupancy, a final parking management plan shall be submitted, reviewed, and approved to the satisfaction of the Planning and Economic Development Director and City Engineer. The parking management plan shall describe how the retail portions of the project will be parked and how the prospective business(es) within this space will accommodate loading and unloading and how any potential resident/guest overflow will be addressed. The project shall remain in compliance with the approved parking management plan at all times. In the event of any observed parking violations to the parking management plan, the City reserves the right to require the preparation of off-site, on-street parking restrictions such as, but not limited to, permit parking, no parking signage, time-limit parking signage, red curb, and/or similar parking restrictions. 3. At the time of final inspection of the finished building, architectural enhancement of the upper floors of the parking garage shall be required to the satisfaction of the Planning and Economic Development Director if visible from the public view. 4. Focused Breeding Season Surveys for Burrowing Owl. Due to the presence of suitable habitat on the project site, focused burrowing owl surveys shall be conducted following the methods described in the California Department of Fish and Wildlife's (CDFW) Staff Report on Burrowing Owl Mitigation (California Department of Fish and Game 2012). The protocol requires that a focused burrow survey and four focused surveys be conducted during the breeding season (February 1 through August 31). The surveys should be conducted in the morning one hour before sunrise to two hours after sunrise or in the early evening two hours before sunset to one hour after sunset during favorable weather conditions (e.g., wind less than 20 miles per hour (mph), temperature less than 900F). If burrowing owls or suitable burrowing owl burrows with sign (e.g., whitewash, pellets, feathers, prey remains) are identified on the project site during the survey and impacts are unavoidable, the project applicant shall develop a Burrowing Owl Management Plan that outlines additional protection measures developed in accordance with CDFW's Staff Report on Burrowing Owl Mitigation. Coordination with CDFW may also need to occur. Protection measures included in the Burrowing Owl Management Plan may include establishment of no-disturbance buffers, additional biological monitoring during construction activities, seasonal work restrictions, or passive relocation conducted outside of the owl breeding season. www.CityofRC.us Printed:7/30/2024 Page 808 Project#: DRC2023-00154 DRC2023-00346 Project Name: Spruce & Red Oak Location: - 020835318-0000 Project Type: Design Review Master Plan ALL OF THE FOLLOWING CONDITIONS APPLY TO YOUR PROJECT.- Planning Department Please be advised of the following Special Conditions 5. Delhi Sands Flower-Loving Fly Habitat Suitability Assessment. Due to the presence of limited suitable habitat (Delhi sands) and prior to construction occurring on the project site, a habitat assessment shall be performed for the project site and adjacent areas by a US Fish and Wildlife Services-permitted biologist with a 10(a)(1)(A) permit to conduct surveys for Delhi sands flower-loving fly and with extensive knowledge of the species. The purpose of the habitat assessment will be to determine the presence of suitable habitat for the species within the project site and adjacent areas as well as ascertain the potential for the species to occur on or adjacent to the project site. The habitat assessment will include a site walkover, a check of adjacent empty lots for comparison of habitat quality to the project site, photographs to document the site conditions, and characterizing the type and quality of the habitats within the project site with respect to Delhi sands flower-loving fly. At the conclusion of the habitat assessment, a brief report of findings as well as recommendations on whether focused surveys should be conducted or not shall be provided. The report will also include any project-specific minimization and avoidance measure recommendations, if deemed necessary. 6. Crotch Bumble Bee (CBB) Preconstruction Surveys. If the CBB is no longer a candidate or listed species under the California ESA at the time ground-disturbing activities are planned to begin, then no additional protection measures are recommended for this species. If the CBB is legally protected under the California ESA as a Candidate or Listed species at the time ground-disturbing activities are scheduled to begin, two weekly nest-detection preconstruction CBB surveys during suitable weather conditions and appropriate time of day (1 hour after sunrise to 2 hours before sunset, <8 mph sustained winds, mostly sunny, between 65 and 90 degrees F) by a qualified CBB biologist with the 2nd and final survey within 24 hours of ground disturbance/vegetation clearing of that parcel if that is to occur during the colony active period (April through August). CDFW notification and approval of further avoidance and minimization measures (presence of a biomonitor during initial clearing/grading) will need to be employed if the species is observed foraging but not nesting. A nest avoidance buffer (typically 100-foot circumference and inclusive of connectivity corridors and active foraging habitat) would need to be established if a nest is found. Due to isolation of the project site, it would likely need to have seasonal avoidance of clearing if a nest is found or suspected to be the sole source of foraging habitat for a nearby nest. If clearing/grading is to occur during the queen flight season (February through March, respectively), then three weekly preconstruction CBB surveys during suitable weather conditions would be recommended during the flight season (February through October) and same avoidance measures as above in order to detect newly emerged queens that are searching for a nest location. An Incidental Take Permit would likely be required if a nest is found. Printed:7/30/2024 www.CityofRC.us Page 2 of 20 Page 809 Project#: DRC2023-00154 DRC2023-00346 Project Name: Spruce & Red Oak Location: - 020835318-0000 Project Type: Design Review Master Plan ALL OF THE FOLLOWING CONDITIONS APPLY TO YOUR PROJECT: Planning Department Please be advised of the following Special Conditions 7. Preconstruction Nesting Bird Survey. When feasible, it is recommended that any construction, ground-disturbing activities, vegetation management, and tree removal be conducted outside the breeding season for birds (the breeding season is approximately January 15 to August 31 for raptors and February 1 to September 30 for passerines) to avoid violations of the MBTA and California Fish and Game Code §§ 3503, 3503.5, and 3513. If activities with the potential to disrupt nesting birds, including special-status bird species, are scheduled to occur during the bird breeding season, it is recommended that a preconstruction nesting bird survey be conducted by a qualified biologist who is experienced in the identification of avian species no more than three days prior to the start of construction activities. The nesting bird survey will include the Proposed Project impact area and adjacent areas where Project activities have the potential to cause indirect impacts to nesting birds. If nesting birds are not observed during the survey, construction activities, vegetation management, or tree removal may begin. If nesting birds, including nesting raptors, are observed during the survey, measures will be implemented to avoid or minimize potential Project-related impacts to active nests. Measures may include but not be limited to biological monitoring during the activities, seasonal work restrictions, or establishment of a no work buffer around active nests until nesting has been completed as determined through periodic nest monitoring conducted by the biologist. The size of the no-work buffer will be determined by the biologist, depending on the species and nest status. 8. Preconstruction Surveys for Special-Status Plants. Paniculate tarplant has a moderate potential to occur on the project site, and San Diego ambrosia has a low potential to occur. As such, a focused preconstruction rare plant survey shall be conducted during the appropriate blooming period or the season immediately prior to project implementation to ensure no new individual of rare plants are present on the project site prior to the start of construction. The survey shall be conducted in accordance with the USFWS, CNPS, and CDFW protocols for surveying special-status plant populations during the blooming period for paniculate tarplant (April to November) and San Diego ambrosia (April to October) occurring the season prior to the start of ground-disturbing activities. If paniculate tarplant and/or San Diego ambrosia are not identified within the Project boundaries or in adjacent areas where project activities may result in impacts to these species, then ground-disturbing activities may commence without implementing additional species protection measures. If either species is detected during the preconstruction survey and the location(s) is/are outside the project impact area, then an environmentally sensitive area fence shall be established around the plant at an appropriately sized buffer determined by a botanist, and no project activities may occur inside the buffer for any reason. If either species is detected during the preconstruction survey and project-related impacts are unavoidable, then consultation with the appropriate regulatory agency (USFWS and/or CDFW) may be needed to develop a mitigation plan or additional avoidance and minimization measures. Printed:7/30/2024 www.CityofRC.us Page 3 of 20 Page 810 Project#: DRC2023-00154 DRC2023-00346 Project Name: Spruce & Red Oak Location: - 020835318-0000 Project Type: Design Review Master Plan ALL OF THE FOLLOWING CONDITIONS APPLY TO YOUR PROJECT: Planning Department Please be advised of the following Special Conditions 9. Construction Vibration Reduction Measure. During the project's construction activity, specifically paving and vibration compaction within 15 feet of any existing building or structure, the construction contractor(s) shall use a static roller in lieu of a vibratory roller. Use of a static roller is predicted to generate vibration levels of approximately 94 Vibration velocity decibels (VdB) at a distance of 25 feet (New Zealand Transport Agency 2012). At 50 feet, vibration levels would be approximately 85 VdB. Prior to issuance of any construction permits, the vibration equipment requirements shall be noted on all construction management plans and architectural building plans and verified by the City of Rancho Cucamonga Planning Department. Standard Conditions of Approval 10. The applicant shall sign the Statement of Agreement and Acceptance of Conditions of Approval provided by the Planning and Economic Development Department. The signed Statement of Agreement and Acceptance of Conditions of Approval shall be returned to the Planning and Economic Department prior to the submittal of grading/construction plans for plan check, request for a business license, and/or commencement of the approved activity. Printed:7/30/2024 www.CityofRC.us Page 4 of 20 Page 811 Project#: DRC2023-00154 DRC2023-00346 Project Name: Spruce & Red Oak Location: - 020835318-0000 Project Type: Design Review Master Plan ALL OF THE FOLLOWING CONDITIONS APPLY TO YOUR PROJECT: Planning Department Standard Conditions of Approval 11. The applicant shall indemnify, protect, defend, and hold harmless, the City, and/or any of its officials, officers, employees, agents, departments, agencies, those City agents serving as independent contractors in the role of City officials and instrumentalities thereof (collectively "Indemnitees"), from any and all claims, demands, lawsuits, writs of mandamus, and other actions and proceedings (whether legal, equitable, declaratory, administrative or adjudicatory in nature), and alternative dispute resolutions procedures (including, but not limited to, arbitrations, mediations, and other such procedures) (collectively "Actions"), brought against the City, and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof, that challenge, attack, or seek to modify, set aside, void, or annul, the action of, or any permit or approval issued by, the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof (including actions approved by the voters of the City), for or concerning the project, whether such actions are brought under the California Environmental Quality Act (CEQA), State Planning and Zoning Law, the Subdivisions Map Act, Code of Civil Procedure Section 1085 or 1094.5, or any other state, federal, or local statute, law, ordinance, rule, regulation, or any decision of a competent jurisdiction. This indemnification provision expressly includes losses, judgments, costs, and expenses (including, without limitation, attorneys' fees or court costs) in any manner arising out of or incident to this approval, the Planning Director's actions, the Planning Commission's actions, and/or the City Council's actions, related entitlements, or the City's environmental review thereof. The Applicant shall pay and satisfy any judgment, award or decree that may be rendered against City or the other Indemnitees in any such suit, action, or other legal proceeding. It is expressly agreed that the City shall have the right to approve, which approval will not be unreasonably withheld, the legal counsel providing the City's defense, and that the applicant shall reimburse City for any costs and expenses directly and necessarily incurred by the City in the course of the defense. City shall promptly notify the applicant of any Action brought and City shall cooperate with applicant in the defense of the Action. In the event such a legal action is filed challenging the City's determinations herein or the issuance of the approval, the City shall estimate its expenses for the litigation. The Applicant shall deposit said amount with the City or, at the discretion of the City, enter into an agreement with the City to pay such expenses as they become due. 12. Copies of the signed Planning Commission Resolution of Approval or Approval Letter, Conditions of Approval, and all environmental mitigations shall be included on the plans (full size). The sheet(s) are for information only to all parties involved in the construction/grading activities and are not required to be wet sealed/stamped by a licensed Engineer/Architect. 13. The applicant shall be required to pay California Department of Fish and Wildlife Notice of Exemption fee in the amount of $50.00. All checks are to be made payable to the Clerk of the Board Supervisors and submitted to the Planning Commission Secretary prior to public hearing or within 5 days of the date of project approval. 14. Any approval shall expire if Building Permits are not issued or approved use has not commenced within 2 years from the date of approval or a time extension has been granted. Printed:7/30/2024 www.CityofRC.us Page 5 of 20 Page 812 Project#: DRC2023-00154 DRC2023-00346 Project Name: Spruce & Red Oak Location: - 020835318-0000 Project Type: Design Review Master Plan ALL OF THE FOLLOWING CONDITIONS APPLY TO YOUR PROJECT: Planning Department Standard Conditions of Approval 15. This project is subject to public art requirement outlined in Chapter 17.124 of the Development Code. Prior to the issuance of building permits (for grading or construction), the applicant shall inform the Planning Department of their choice to install public art, donate art or select the in-lieu option as outlined in 17.124.020.D. If the project developer chooses to pay the in-lieu fee, the in-lieu art fee will be invoiced on the building permit by the City and shall be paid by the applicant prior to building permit issuance. If the project developer chooses to install art, they shall submit, during the plan check process, an application for the art work that will be installed on the project site that contains information applicable to the art work in addition to any other information as may be required by the City to adequately evaluate the proposed the art work in accordance with the requirements of Chapter 17.124. If the project developer chooses to donate art, applications for art work donated to the City shall be subject to review by the Public Art Committee which shall make a recommendation whether the proposed donation is consistent with Chapter 17.124 and final acceptance by the City Council. No final approval, such as a final inspection or the a issuance of a Certificate of Occupancy, for any development project (or if a multi-phased project, the final phase of a development project) that is subject to this requirement shall occur unless the public art requirement has been fulfilled to the satisfaction of the Planning Department. 16. Approval of this request shall not waive compliance with all sections of the Development Code, all other applicable City Ordinances, and applicable Community, Specific Plans and/or Master Plans in effect at the time of Building Permit issuance. 17. All building numbers and individual units shall be identified in a clear and concise manner, including proper illumination and in conformance with Building and Safety Services Department standards, the Municipal Code and the Rancho Cucamonga Fire Department (RCFD) Standards. 18. The site shall be developed and maintained in accordance with the approved plans which include Site Plans, architectural elevations, exterior materials and colors, landscaping, sign program, and grading on file in the Planning and Economic Development Department, the conditions contained herein, and the Development Code regulations. 19. All Double Detector Checks (DDC) and Fire Department Connections (FDC) required and/or proposed shall be installed at locations that are not within direct view or line-of-sight of the main entrance. The specific locations of each DDC and FDC shall require the review and approval of the Planning Department and Fire Construction Services/Fire Department. All Double Detector Checks (DDC) and Fire Department Connections (FDC) shall be screened behind a 4-foot high block wall. These walls shall be constructed of similar material used on-site to match the building. 20. For multiple-family development, provide exterior lockable storage space as required by the California Green Building Code. Printed:7/30/2024 www.CityofRC.us Page 6 of 20 Page 813 Project#: DRC2023-00154 DRC2023-00346 Project Name: Spruce & Red Oak Location: - 020835318-0000 Project Type: Design Review Master Plan ALL OF THE FOLLOWING CONDITIONS APPLY TO YOUR PROJECT.- Planning Department Standard Conditions of Approval 21. All ground-mounted utility appurtenances such as transformers, AC condensers, etc., shall be located out of public view and adequately screened through the use of a combination of concrete or masonry walls, berming, and/or landscaping to the satisfaction of the Planning Director. For single-family residential developments, transformers shall be placed in underground vaults. 22. A uniform hardscape and street furniture design including seating benches, trash receptacles, free-standing potted plants, bike racks, light bollards, etc., shall be utilized and be compatible with the architectural style. Detailed designs shall be submitted for Planning Department review and approval prior to the issuance of Building Permits. 23. All parkways, open areas, and landscaping shall be permanently maintained by the property owner, homeowners' association, or other means acceptable to the City. Proof of this landscape maintenance shall be submitted for Planning and Economic Development Director and Engineering Services Department review and approved prior to the issuance of Building Permits. 24. For multiple-family development, laundry facilities shall be provided as required by the Development Code. 25. All site, grading, landscape, irrigation, and street improvement plans shall be coordinated for consistency prior to issuance of any permits (such as grading, tree removal, encroachment, building, etc.) or prior to final map approval in the case of a custom lot subdivision, or approved use has commenced, whichever comes first. 26. Revised Site Plans and building elevations incorporating all Conditions of Approval shall be submitted for Planning and Economic Development Director review and approval prior to the issuance of Building Permits. 27. The signs indicated on the submitted plans are conceptual only and not a part of this approval. Any signs proposed for this development shall comply with the Sign Ordinance and shall require separate application and approval by the Planning and Economic Development Department prior to installation of any signs. 28. A Uniform Sign Program for this development shall be submitted for Planning and Economic Development Director review and approval prior to issuance of Building Permits. 29. All parking spaces shall be 9 feet wide by 17 feet long with a required 1-foot overhang (e.g., over a curb stop). 30. All parking spaces shall be double striped per City standards and all driveway aisles, entrances, and exits shall be striped per City standards. 31. Textured pedestrian pathways and textured pavement across circulation aisles shall be provided throughout the development to connect dwellings/units/buildings with open spaces/plazas/ recreational uses. Printed:7/30/2024 www.CityofRC.us Page 7 of 20 Page 814 Project#: DRC2023-00154 DRC2023-00346 Project Name: Spruce & Red Oak Location: - 020835318-0000 Project Type: Design Review Master Plan ALL OF THE FOLLOWING CONDITIONS APPLY TO YOUR PROJECT: Planning Department Standard Conditions of Approval 32. All roof appurtenances, including air conditioners and other roof mounted equipment and/or projections shall be screened from all sides and the sound shall be buffered from adjacent properties and streets as required by the Planning Department. Such screening shall be architecturally integrated with the building design and constructed to the satisfaction of the Planning Director. Any roof-mounted mechanical equipment and/or ductwork, that projects vertically more than 18 inches above the roof or roof parapet, shall be screened by an architecturally designed enclosure which exhibits a permanent nature with the building design and is detailed consistent with the building. Any roof-mounted mechanical equipment and/or ductwork, that projects vertically less than 18 inches above the roof or roof parapet shall be painted consistent with the color scheme of the building. Details shall be included in building plans. Engineering Services Department Please be advised of the following Special Conditions 1. DIF Fees: Development impact fees are due prior to issuance of a building permit or certificate of occupancy per the Engineering Fee schedule, Government Code Section 66000, et seq. and local ordinance. Pursuant to Government Code Section 66020(d), the 90-day approval period in which the applicant may protest these fees will begin at the date the fees are invoiced. Protests must be made in writing and be delivered to the City Clerk prior to the close of business on the 90th day of the 90-day approval period. *Note that fees are subject to change annually. 2. Annexations: (1) Landscape District: A signed consent and waiver form to join the appropriate Landscape Districts shall be filed with the Engineering Services Department prior to final map approval or issuance of Building Permits whichever occurs first. Formation costs shall be borne by the developer. (1) CFD District: The developer shall enter into an Annexation Proceeding and sign a Consent and Waiver to join Community Facilities District CFD2022-01 (Street Lighting Services), and shall be filed by Special Districts prior to final map approval or issuance of Building Permits whichever occurs first. Any annexation cost shall be borne by the developer. For any questions and/or processing coordination of the CFD please contact Kelly Guerra at (909) 774-2582 or by email at kelly.guerra@cityofrc.us. 3. Street Lights: The street lights shall be owned by the City. Developer shall be responsible to coordinate and pay all costs of street lights and to provide power to City owned street lights. Printed:7/30/2024 www.CityofRC.us Page 8 of 20 Page 815 Project#: DRC2023-00154 DRC2023-00346 Project Name: Spruce & Red Oak Location: - 020835318-0000 Project Type: Design Review Master Plan ALL OF THE FOLLOWING CONDITIONS APPLY TO YOUR PROJECT: Engineering Services Department Please be advised of the following Special Conditions 4. RCMU Requirements: 1) Electric: The Rancho Cucamonga Municipal Utility (RCMU) shall be the electrical service provider for all project related development. The Developer shall execute a Line Extension Agreement for electric service and shall construct electrical distribution facilities in accordance with such agreement and RCMU requirements and dedicate such facilities to the Rancho Cucamonga Municipal Utility. RCMU's existing underground electric system pickup point is located off of the Northeast Corner of the proposed development along Spruce Ave. 2) Fiber Optics: The proposed development is slated to be included in the City's Fiber Optic Master Plan that would provide a City owned Fiber-to-the-Premise (FTTP) infrastructure for Municipal Broadband. The City will require the developer to install a 1-4" UG Fiber Optic dark conduit from the City's existing Fiber Optic pickup point vault which is located off of Foothill Blvd East of Spruce Ave and along the frontage north of the proposed development along the west side of Spruce Ave and the entire project boundaries on Spruce Ave and Red Oak Street with a 24"x36"x36" pull box (City Standard Drawing 715) along the route and at the end of the route and into the project boundary. The size, placement and location of the conduit and pull boxes shall be shown on the Street Improvement and/or Public Improvement Plans and subject to the Engineering Services Department's review and approval prior to the issuance of building permits or final map approval, whichever comes first. On site, the City will require 1-2" UG HDPE or equal fiber optic conduit to be placed underground within a duct and structure system to be installed joint trench by the Developer per Standard Drawing 135-137 and interconnected into the City's 4" fiber optic conduit. The size, placement and location of the conduit and/or vaults shall run into each of the development's individual telecommunication room(s) and be shown on the final dry utility onsite substructure plans and subject to the Engineering Services Department's review and approval prior to the issuance of building permits or final map approval, whichever comes first. 3) Streetlights: New streetlights will need to be installed along the frontage of the project boundaries along Spruce Ave and Red Oak Street to the City's streetlight Standard Drawing 410. New Streetlights can either be energized by Southern California Edison or the RCMU. RCMU will be the owner of the streetlights. 5. Bike Lanes: Prior to the issuance of the grading permit the applicant shall submit for review and approval, street improvement plans to show the bike lane design to the satisfaction of the City Engineer. Bike lanes shall not join into, nor be combined with the pedestrian sidewalk path. Printed:7/30/2024 www.CityofRC.us Page 9 of 20 Page 816 Project#: DRC2023-00154 DRC2023-00346 Project Name: Spruce & Red Oak Location: - 020835318-0000 Project Type: Design Review Master Plan ALL OF THE FOLLOWING CONDITIONS APPLY TO YOUR PROJECT: Engineering Services Department Please be advised of the following Special Conditions 6. General Plan - Road Network: The project shall comply with the road network as identified in the City's General Plan. Road typology design and priority modes of travel shall be as follows: - Spruce Ave is classified as a "Bicycle Corridor". - Red Oak Ave is classified as a "Bicycle Corridor". 7. Burrtec Disposal Services: Trash bins, container, and/or dumpsters shall not be staged nor placed in the public right-of-way or any portion of the street and/or parkway section. The applicant shall obtain the appropriate disposal services from Burrtec and provide a design that will accommodate and ensure the pick-up of disposal services from the onsite property location. Standard Conditions of Approval 8. Adequate provisions shall be made for acceptance and disposal of surface drainage entering the property from adjacent areas. 9. Trees are prohibited within 5 feet of the outside diameter of any public storm drain pipe measured from the outer edge of a mature tree trunk. 10. ** CD Information Required Prior to Sign-Off for Building Permit Prior to the issuance of building permits, if valuation is greater or equal to $100,000, a Diversion Deposit and a related administrative fee shall be paid for the Construction and Demolition Diversion Program. The deposit is fully refundable if at least 65% of all wastes generated during construction and demolition are diverted from landfills, and appropriate documentation is provided to the City. Applicant must identify if they are self-hauling or utilizing Burrtec prior to issuance of a building permit. Proof of diversion must be submitted to the Environmental Engineering Division within 60 days following the completion of the construction and / or demolition project. Contact Marissa Ostos, Environmental Engineering, at (909) 774-4062 for more information. Instructions and forms are available at the City's website, www.cityofrc.us, under City Hall / Engineering / Environmental Programs/ Construction & Demolition Diversion Program. 11. The developer shall be responsible for the relocation of existing utilities as necessary. 12. Provide separate utility services to each parcel including sanitary sewerage system, water, gas, electric power, telephone, and cable TV (all underground) in accordance with the Utility Standards. Easements shall be provided as required. 13. Water and sewer plans shall be designed and constructed to meet the requirements of the Cucamonga Valley Water District (CVWD), Rancho Cucamonga Fire Protection District, and the Environmental Health Department of the County of San Bernardino. A letter of compliance from the CVWD is required prior to final map approval or issuance of permits, whichever occurs first. Such letter must have been issued by the water district within 90 days prior to final map approval in the case of subdivision or prior to the issuance of permits in the case of all other residential projects. Printed:7/30/2024 www.CityofRC.us Page 10 of 20 Page 817 Project#: DRC2023-00154 DRC2023-00346 Project Name: Spruce & Red Oak Location: - 020835318-0000 Project Type: Design Review Master Plan ALL OF THE FOLLOWING CONDITIONS APPLY TO YOUR PROJECT: Engineering Services Department Standard Conditions of Approval 14. Add the following note to any private landscape plans that show street trees: "All improvements within the public right-of-way, including street trees, shall be installed per the public improvement plans." If there is a discrepancy between the public and private plans, the street improvement plans will govern. 15. Construct the perimeter street improvements to current City Standards including, but not limited to: Curb & Gutter A.C. Pvmt Side-walk Drive Approaches (W=35'Min.) Street Lights Street Trees Median Island Bike Trail Round-About Circulation Imps. Other Notes: (a) All drive approach shall have a minimum width of 35 feet per City Std. 101 C. (b) Pavement reconstruction and overlays will be determined during plan check. 16. Pursuant to Municipal Code Section 16.37.010, no person shall make connections from a source of energy, fuel or power to any building or structure which is regulated by technical codes and for which a permit is required unless, in addition to any and all other codes, regulations and ordinances, all improvements required by these conditions of development approval have been completed and accepted by the City Council, except: that in developments containing more than one building, structure or unit, the development may have energy connections made in equal proportion to the percentage of completion of all improvements required by these conditions of development approval, as determined by the City Engineer, provided that reasonable, safe and maintainable access to the property exists. In no case shall more than 95 percent of the buildings, structures or units be connected to energy sources prior to completion and acceptance of all improvements required by these conditions of development approval. Printed:7/30/2024 www.CityofRC.us Page 11 of 20 Page 818 Project#: DRC2023-00154 DRC2023-00346 Project Name: Spruce & Red Oak Location: - 020835318-0000 Project Type: Design Review Master Plan ALL OF THE FOLLOWING CONDITIONS APPLY TO YOUR PROJECT: Engineering Services Department Standard Conditions of Approval 17. Improvement Plans and Construction: a. Street improvement plans, including street trees, street lights, and round-about improvement plans shall be prepared by a registered Civil Engineer and shall be submitted to and approved by the City Engineer. Security shall be posted and an agreement executed to the satisfaction of the City Engineer and the City Attorney guaranteeing completion of the public street improvements, prior to the issuance of Building Permits. b. Prior to any work being performed in public right-of-way, fees shall be paid and a construction permit shall be obtained from the Engineering Services Department in addition to any other permits required. c. Pavement striping, marking, and traffic signing shall be installed to the satisfaction of the City Engineer. d. Access ramps for the disabled shall be installed on all corners of intersections per City Standards or as directed by the City Engineer. e. Existing City roads requiring construction shall remain open to traffic at all times with adequate detours during construction. Street or lane closure permits are required. A cash deposit shall be provided to cover the cost of grading and paving, which shall be refunded upon completion of the construction to the satisfaction of the City Engineer. f. Concentrated drainage flows shall not cross sidewalks. Under sidewalk drains shall be installed to City Standards. Printed:7/30/2024 www.CityofRC.us Page 12 of 20 Page 819 Project#: DRC2023-00154 DRC2023-00346 Project Name: Spruce & Red Oak Location: - 020835318-0000 Project Type: Design Review Master Plan ALL OF THE FOLLOWING CONDITIONS APPLY TO YOUR PROJECT: Engineering Services Department Standard Conditions of Approval 18. Install street trees per City street tree design guidelines and standards as follows. The completed legend (box below) and construction notes shall appear on the title page of the street improvement plans. Street improvement plans shall include a line item within the construction legend stating: "Street trees shall be installed per the notes and legend on Sheet 1." Where public landscape plans are required, tree installation in those areas shall be per the public street improvement plans. Street Name Botanical Name Common Name Min. Grow Space Spacing Size Qty. Construction Notes for Street Trees: 1)All street trees are to be planted in accordance with City standard plans. 2) Prior to the commencement of any planting, an agronomic soils report shall be furnished to the City inspector. Any unusual toxicities or nutrient deficiencies may require backfill soil amendments, as determined by the City inspector. 3)All street trees are subject to inspection and acceptance by the Engineering Services Department. Street trees are to be planted per public improvement plans only. 19. Intersection line of sight designs shall be reviewed by the City Engineer for conformance with adopted policy. On collector or larger streets, lines of sight shall be plotted for all project intersections, including driveways. Local residential street intersections and commercial or industrial driveways may have lines of sight plotted as required. 20. All public improvements (streets, drainage facilities, landscaped areas, etc.) shown on the plans shall be constructed to current City Standards. Street improvements shall include, but are not limited to, curb and gutter, AC pavement, drive approach widths at 35' minimum, sidewalks, street lights, street trees, and round-about improvements. 21. Street trees, a minimum of 15-gallon size or larger, shall be installed per City Standards in accordance with the City's street tree program. 22. Round-About Street Design: Prior to the issuance of the grading permit the applicant shall submit for review and approval, street improvement plans to show the round-about circulation design to the satisfaction of the City Engineer. Building and Safety Services Department Please be advised of the following Special Conditions Printed:7/30/2024 www.CityofRC.us Page 13 of 20 Page 820 Project#: DRC2023-00154 DRC2023-00346 Project Name: Spruce & Red Oak Location: - 020835318-0000 Project Type: Design Review Master Plan ALL OF THE FOLLOWING CONDITIONS APPLY TO YOUR PROJECT.- Building and Safety Services Department Please be advised of the following Special Conditions 1. When the Entitlement Review is approved submit complete construction drawings including structural calculations, energy calculations and soils report to Building and Safety for plan review in accordance with the current edition of the CA Building and Fire Codes including all local ordinances and standards which are effective at the time of Plan Check Submittal. The new structures are required to be equipped with automatic fire sprinklers per the CBC/CRC NFPA 13, 13D, 13R and the Current RCFPD Ordinance. Disabled access for the site and buildings must be in accordance to the State of CA and ADA regulations. If it is anticipated that there will be a need for temporary fire protection water supply and/or temporary fire access, submit a separate plan for review and approval that complies with RCFD Standard 33-3. Grading Section Standard Conditions of Approval 1. Grading of the subject property shall be in accordance with current adopted California Building Code and/or the California Residential Code, City Grading Standards, and accepted grading practices. The Grading and Drainage Plan(s) shall be in substantial conformance with the approved conceptual Grading and Drainage Plan. 2. A soils report shall be prepared by a qualified Engineer licensed by the State of California to perform such work. Two copies will be provided at grading and drainage plan submittal for review. Plans shall implement design recommendations per said report. 3. The final Grading and Drainage Plan, appropriate certifications and compaction reports shall be completed, submitted, and approved by the Engineering Services Department prior to the issuance of building permits. 4. A separate Grading and Drainage Plan check submittal is required for all new construction projects and for existing buildings where improvements being proposed will generate 50 cubic yards or more of combined cut and fill. The Grading and Drainage Plan shall be prepared, stamped, and wet signed by a California licensed Civil Engineer prior to the issuance of a grading or building permit. 5. The applicant shall comply with the City of Rancho Cucamonga Dust Control Measures and place a dust control sign on the project site prior to the issuance of a grading permit. All dust control sign(s) shall be located outside of the public right of way. 6. If a Rough Grading and Drainage Plan/Permit are submitted to the Engineering Services Department for review, the rough grading plan shall be a separate plan submittal and permit from Precise Grading and Drainage Plan/Permit. 7. Prior to issuance of a grading permit the Final Grading and Drainage Plan shall show the accessibility path from the public right of way and the accessibility parking stalls to the building doors in conformance with the current adopted California Building Code. All accessibility ramps shall show sufficient detail including gradients, elevations, and dimensions and comply with the current adopted California Building Code. 8. The Grading and Drainage Plan shall implement City Standards for on-site construction where possible, and shall provide details for all work not covered by City Standard Drawings. Printed:7/30/2024 www.CityofRC.us Page 14 of 20 Page 821 Project#: DRC2023-00154 DRC2023-00346 Project Name: Spruce & Red Oak Location: - 020835318-0000 Project Type: Design Review Master Plan ALL OF THE FOLLOWING CONDITIONS APPLY TO YOUR PROJECT: Grading Section Standard Conditions of Approval 9. Prior to issuance of a grading permit the grading plan shall show that all manufactured slopes shall be a minimum 2-foot offset from the public right of way, permitted line, or the adjacent private property. All slope offsets shall meet the requirements of the current adopted California Building Code. 10. Prior to issuance of a grading permit, the grading and drainage plan shall show the maximum parking stall gradient at 5 percent. Accessibility parking stall grades shall be constructed per the, current adopted California Building Code. 11. The applicant shall provide a grading agreement and grading bond for all cut and fill combined exceeding 5,000 cubic yards prior to issuance of a grading permit. The grading agreement and bond shall be approved by the Engineering Services Department. 12. This project shall comply with the accessibility requirements of the current adopted California Building Code. 13. Grading Inspections: a) Prior to the start of grading operations, the owner and grading contractor shall request a pre-grading meeting. The meeting shall be attended by the project owner/representative, the grading contractor and the Building Inspector to discuss about grading requirements and preventive measures, etc. If a pre-grading meeting is not held within 24 hours from the start of grading operations, the grading permit may be subject to suspension by the Building Inspector; b) The grading contractor shall call into the City of Rancho Cucamonga Building and Safety Department at least 1 working day in advance to request the following grading inspections prior to continuing grading operations: i) The bottom of the over-excavation; ii) Completion of Rough Grading, prior to issuance of the building permit; iii) At the completion of Rough Grading, the grading contractor or owner shall submit to the Permit Technicians (Engineering Services Department Front Counter) an original and a copy of the Pad Certifications to be prepared by and properly wet signed and sealed by the Civil Engineer and Soils Engineer of Record; iv) The rough grading certificates and the compaction reports will be reviewed by the Associate Engineer or a designated person and approved prior to the issuance of a building permit. 14. All roof drainage flowing to the public right of way must drain under the sidewalk through a parkway culvert approved by the Engineering Services Department. This shall be shown on both the grading and drainage plan and Engineering Services Department required plans. 15. Prior to issuance of a wall permit, on engineered combination garden/retaining walls along the property boundary the structural calculations for the wall shall assume a level toe/heel at the adjacent off-site property (i.e. a manufactured slope is not present). This shall be shown in the typical sections of the grading and drainage plan. Printed:7/30/2024 www.CityofRC.us Page 15 of 20 Page 822 Project#: DRC2023-00154 DRC2023-00346 Project Name: Spruce & Red Oak Location: - 020835318-0000 Project Type: Design Review Master Plan ALL OF THE FOLLOWING CONDITIONS APPLY TO YOUR PROJECT.- Grading Section Standard Conditions of Approval 16. Prior to issuance of a grading or building permit, the permitted grading plan (or architectural site plan) set shall show in each of the typical sections and the plan view show how the separations between the building exterior and exterior ground surface meet the requirements of Sections CBC 1804.3/CRC R401.3, CBC2304.11.2.2/CRC R317.1(2) and CBC2512.1.2/CRC R703.6.2.1 of the current adopted California Building Code/Residential Code. 17. Prior to approval of the project-specific storm water quality management plan, the applicant shall submit to the City Engineer, or his designee, a precise grading plan showing the location and elevations of existing topographical features and showing the location and proposed elevations of proposed structures and drainage of the site. 18. A drainage study with the use of the Rational Method of Hydrologic Modeling showing a 100-year, AMC 3 design storm event for on-site drainage shall be prepared and submitted to the Engineering Services Department for review and approval for on-site storm water drainage prior to issuance of a grading permit. The plan and report shall contain water surface profile gradient calculations for all storm drain pipes 12-inches and larger in diameter. All reports shall be wet signed and sealed by the Engineer of Record. In addition, the project specific drainage study shall provide inlet calculations showing the proper sizing of the water quality management plan storm water flows into the proposed structural storm water treatment devices. 19. Roof water is not permitted to flow over the public parkway and shall be directed to an under parkway culvert per City of Rancho Cucamonga requirements prior to issuance of a grading permit. 20. Private sewer, water, and storm drain improvements will be designed per the latest adopted California Plumbing Code. Private storm drain improvements shall be shown on the grading and drainage plan. 21. Prior to the issuance of the Certificate of Occupancy or final sign off by the Building Inspector the engineer of record shall certify the functionality of the storm water quality management plan (WQMP) storm water treatment devices and best management practices (BMP). 22. Prior to the issuance of a Grading Permit the City of Rancho Cucamonga's "Memorandum of Agreement of Storm Water Quality Management Plan" shall be submitted for review and approval by the Engineering Services Department and recorded with the County Recorder's Office. 23. Prior to issuance of a Grading Permit the applicant shall obtain a Waste Discharge Identification Number (WDID). The WDID number shall also be shown on the WQMP Site and Drainage Plan document. 24. The applicant shall provide a copy of a completed EPA Form 7520-16 (Inventory of Injection Wells) for each underground infiltration device, with the Facility ID Number assigned, to the Engineering Services Department Official prior to issuance of the Grading Permit and/or approval of the project-specific Water Quality Management Plan. A copy of EPA Form 7520-16 shall be scanned and pasted onto the permitted grading plan set, and a copy of said form shall be included in the project-specific Water Quality Management Plan. Printed:7/30/2024 www.CityofRC.us Page 16 of 20 Page 823 Project#: DRC2023-00154 DRC2023-00346 Project Name: Spruce & Red Oak Location: - 020835318-0000 Project Type: Design Review Master Plan ALL OF THE FOLLOWING CONDITIONS APPLY TO YOUR PROJECT: Grading Section Standard Conditions of Approval 25. The land owner shall provide an inspection report by a qualified person/company on a biennial basis for the Class V Injection Wells/underground infiltration chambers to the City of Rancho Cucamonga Environmental Program Manager. The land owner shall maintain on a regular basis all best management practices (BMP"s) as described in the Storm Water Quality Management Plan (WQMP) prepared for the subject project. All costs associated with the underground infiltration chamber are the responsibility of the land owner. 26. The land owner shall provide an inspection report on a biennial basis for the structural storm water treatment devices, commonly referred to as BMPs, to the City of Rancho Cucamonga Environmental Program Manager. The land owner shall maintain on a regular basis as described in the Storm Water Quality Management Plan prepared for the subject project. All costs associated with the underground infiltration chamber are the responsibility of the land owner. 27. The land/property owner shall follow the inspection and maintenance requirements of the approved project specific Water Quality Management Plan and shall provide a copy of the inspection reports on a biennial basis to the City of Rancho Cucamonga Environmental Program Manager. 28. A final project-specific Storm Water Quality Management Plan (WQMP) shall be approved by the Building and Safety Director, or his designee, and the City of Rancho Cucamonga's "Memorandum of Storm Water Quality Management Plan" shall be recorded prior to the issuance of a grading permit or any building permit. 29. The Site and Drainage Plan in the final project-specific Water Quality Management Plan shall show the locations of all roof downspout drains. if required for storm water quality purposes, the downspouts shall include filters. 30. Prior to the issuance of a building permit or Engineering Services Department issued right of way permit, the applicant shall submit to the City Engineer, or designee, a final project specific water quality management plan for review and approval, and shall have said document recorded with the San Bernardino County Recorder's Office. 31. The final project-specific water quality management plan (WQMP) shall include executed maintenance agreements along with the maintenance guidelines for all proprietary structural storm water treatment devices (BMP's). In the event the applicant cannot get the proprietary device maintenance agreements executed prior to issuance of a grading permit, the applicant is required to submit a letter to be included within the WQMP document, and scanned and pasted onto the Site and Drainage Plan which states that prior to issuance of a certificate of occupancy with applicant shall enter into a contract for the maintenance of the proprietary storm water treatment device. If the proprietary storm water treatment device is part of a residential subdivision, prior to the sale of the residential lot, the developer shall include maintenance agreement(s) as part of the sale of the residential lot to the buyer. A copy of the maintenance agreements to be included in the sale of the property shall be included within the WQMP document. Printed:7/30/2024 www.CityofRC.us Page 17 of 20 Page 824 Project#: DRC2023-00154 DRC2023-00346 Project Name: Spruce & Red Oak Location: - 020835318-0000 Project Type: Design Review Master Plan ALL OF THE FOLLOWING CONDITIONS APPLY TO YOUR PROJECT: Grading Section Standard Conditions of Approval 32. Prior to issuance of a grading permit and approval of the project specific water quality management plan all private storm water catch basin inlets shall include insert filters to capture those pollutants of concern as addressed in the in the final project-specific water quality management plan (WQMP). At a minimum catch basin insert filters to capture trash and other floating debris. All catch basin insert filters shall be maintained on a regular basis as described in the "Inspection and Maintenance Responsibility for Post Construction BMP" section of the final project-specific water quality management plan. 33. Prior to issuance of a grading permit the Final Project-Specific Water Quality Management Plan shall include a completed copy of "Worksheet H: Factor of Safety and Design Infiltration Worksheet" located in Appendix D "Section VII — Infiltration Rate Evaluation Protocol and Factor of Safety Recommendations, ..." of the San Bernardino County Technical Guidance Document for Water Quality Management Plans. The infiltration study shall include the Soil Engineer's recommendations for Appendix D, Table VII.3: Suitability Assessment Related Considerations for Infiltration Facility Safety Factors". 34. Prior to approval of the final project-specific water quality management plan the applicant shall have a soils engineer prepare a project-specific infiltration study for the project for the purposes of storm water quality treatment. The infiltration study and recommendations shall follow the guidelines in the current adopted "San Bernardino County Technical Guidance Document for Water Quality Management Plans". 35. The subject project, shall accept all existing off-site storm water drainage flows and safely convey those flows through or around the project site. If existing off-site storm water drainage flows mix with any on-site storm water drainage flows, then the off-site storm water drainage flows shall be treated with the on-site storm water drainage flows for storm water quality purposes, prior to discharging the storm water drainage flows from the project site. 36. Prior to the issuance of a certificate of occupancy by the Building Official, or his designee, the civil engineer of record shall file a Water Quality Management Plan (WQMP) Post Construction Storm Water Treatment Devices As-Built Certificate with the Environmental Programs Coordinator, City of Rancho Cucamonga Engineering Services Department. 37. As the use of drywells are proposed for the structural storm water treatment device, to meet the infiltration requirements of the current Municipal Separate Storm Sewers Systems (MS4) Permit, adequate source control and pollution prevention control BMPs shall be implemented to protect groundwater quality. The need for pre-treatment BMPs such as sedimentation or filtration shall be evaluated prior to infiltration and discussed in the final project-specific Water Quality Management Plan document. Printed:7/30/2024 www.CityofRC.us Page 18 of 20 Page 825 Project#: DRC2023-00154 DRC2023-00346 Project Name: Spruce & Red Oak Location: - 020835318-0000 Project Type: Design Review Master Plan ALL OF THE FOLLOWING CONDITIONS APPLY TO YOUR PROJECT: Grading Section Standard Conditions of Approval 38. GROUND WATER PROTECTION: Prior to approval of the final project specific water quality management plan (WQMP), the WQMP document shall meet the requirements of the State Water Resources Control Board Order No. R8-2010-0036 (NPDES No. CAS 618036), the San Bernardino County Municipal Separate Storm Sewers Separation (MS4) Permit reads: Section XI.D(Water Quality Management Plan Requirements).8(Groundwater Protection): Treatment Control BMPs utilizing infiltration [exclusive of incidental infiltration and BMPs not designed to primarily function as infiltration devices (such as grassy swales, detention basins, vegetated buffer strips, constructed wetlands, etc.)] must comply with the following minimum requirements to protect groundwater: a. Use of structural infiltration treatment BMPs shall not cause or contribute to an exceedance of ground water quality objectives. b. Source control and pollution prevention control BMPs shall be implemented to protect groundwater quality. The need for pre-treatment BMPs such as sedimentation or filtration should be evaluated prior to infiltration. c. Adequate pretreatment of runoff prior to infiltration shall be required in gas stations and large commercial parking lots. (NOTE: The State Water Quality Control Board defines a large commercial parking lot as '100,000 sq. ft. or more of commercial development to include parking lot (with 100 or more vehicle traffics), OR, by means of 5,000sgft or more of allowable space designated for parking purposes'). d. Unless adequate pre-treatment of runoff is provided prior to infiltration structural infiltration treatment BMPs must not be used for areas of industrial or light industrial activity{77}, areas subject to high vehicular traffic (25,000 or more daily traffic); car washes; fleet storage areas; nurseries; or any other high threat to water quality land uses or activities. e. Class V injection wells or dry wells must not be placed in areas subject to vehicular{78} repair or maintenance activities{79}, such as an auto body repair shop, automotive repair shop, new and used car dealership, specialty repair shop (e.g., transmission and muffler repair shop) or any facility that does any vehicular repair work. f. Structural infiltration BMP treatment shall not be used at sites that are known to have soil and groundwater contamination. g. Structural infiltration treatment BMPs shall be located at least 100 feet horizontally from any water supply wells. h. The vertical distance from the bottom of any infiltration structural treatment BMP to the historic high groundwater mark shall be at least 10-feet. Where the groundwater basins do not support beneficial uses, this vertical distance criteria may be reduced, provided groundwater quality is maintained. i. Structural infiltration treatment BMPs shall not cause a nuisance or pollution as defined in Water Code Section 13050. Printed:7/30/2024 www.CityofRC.us Page 19 of 20 Page 826 Project#: DRC2023-00154 DRC2023-00346 Project Name: Spruce & Red Oak Location: - 020835318-0000 Project Type: Design Review Master Plan ALL OF THE FOLLOWING CONDITIONS APPLY TO YOUR PROJECT: Grading Section Standard Conditions of Approval 39. RESIDENTIAL MANDATORY MEASURES - CALIFORNIA GREEN BUILDING STANDARDS CODE - Prior to the issuance of any building permit the applicant shall comply with Section 4.106.3 (Grading and Paving) of the current adopted California Green Building Standards Code: Construction plans shall indicate how the site grading or drainage system will manage all surface water flows to keep water from entering building. Examples of methods to manage surface water include, but are not limited to, the following: 1. Swales. 2. Water collection and disposal systems. 3. French drains. 4. Water retention gardens. 5. Other water measures which keep surface water away from buildings and aid in groundwater recharge. Exception: Additions and alterations not altering the drainage path. 40. (Grd.017) Prior to issuance of a grading permit the precise grading and drainage plan shall follow the format provided in the City of Rancho Cucamonga handout"Information for Grading Plans and Permit". 41. (Grd.102) Prior to issuance of a grading permit for residential projects the applicant shall show on the electrical plans and the permitted grading plan set the location for a future installation of an Electric Vehicle (EV) charging station/parking area per the current adopted California Green Building Standards Code, section 4.106.4. Printed:7/30/2024 www.CityofRC.us Page 20 of 20 Page 827 08/21/2024 - REGULAR CITY COUNCIL MEETING - ITEM G1. - CORRESPONDENCE RECEIVED PLACEWORKS August 21,2024 Tabe Van Der Zwag Associate Planner City of Rancho Cucamonga 10500 Civic Center Drive Rancho Cucamonga,CA 91730 Subject: Response to Comments Received on the Spruce and Red Oak Mixed-Use Project Class 32 CEQA Exemption (CRA-10) Dear Tabe: Following,please find PlaceWorks and ECORPs(biological consultant to PlaceWorks)responses to comments received on the on the Spruce and Red Oak Mixed-Use Project Class 32 CEQA Exemption. In their comment letter dated August 20, 2024, Supporters Alliance for Environmental Responsibility ("SAFER" or commenter) provided comments regarding impacts to air quality and biological resources. Response to Air Quality Comments The commenter speculates about the types of indoor building materials that would be used during construction of the proposed project and notes that formaldehyde is a substance commonly found in building materials and furnishings that may result in cancer risk impacts to future onsite residents and workers. In general,and as stated by commenter(page 5), pursuant to California Building Industry Association (CBIA)v. Bay Area Air Quality Management District(BAAQMD)(Case No.S213478)(CBIA),the purpose of a CEQA-level environmental evaluation is to identify the significant effects of a proposed project on the environment, not the significant effects of the environment on a proposed project. The CBIA court ruling discussed exceptions to assess impacts of the environmental on a project, which include certain statutory exceptions or whether a project would exacerbate an existing environmental hazard or condition. In general, the proposed project would not fall under the identified statutory exceptions identified in the CBIA ruling. In addition, and as alluded to by commenter (page 5), formaldehyde emissions are not an existing environmental hazard or condition. Thus, assessing impacts of the environment onto the project is not warranted. Furthermore, the proposed project would comply with the California Green Building Standards Code (CALGreen) Section 4.504.5, which requires that all composite wood products used on the interior of a building "shall meet the requirements for formaldehyde as specified in California Air Resources Board Air Toxics Control Measure for Composite Wood (17 California Code of Regulations Section 93120 et seq.)." Response to Biological Resources Comments The biological resources assessment prepared by ECORP was prepared as biological resources reconnaissance that disclosed existing conditions of the project site and its surroundings,what special status species had potential to exist on-site,and what additional surveys would be recommended.To clarify,the project site is a grass field surrounded by development and not an open meadow or field out in the middle of the wilderness. The commenter erroneously makes it sounds like the project site is a parcel of land with high potential for all the species mentioned in their comment letter to exist onsite, which is not the case as clarified in the assessment memo prepared by ECORP's qualified biologists. The commenter also stated that they observed all these special status species that ECORP's qualified biologists did not. For example, the monarch butterfly may forage and fly over the site just like birds do. However,the biological resources assessment report includes measures recommending surveys be conducted prior to construction,which were outlined in the CEQA Exemption and provided as conditions of approval in the resolution of approval.The surveys would ensure that all necessary follow up assessments and measures are taken if any special status species identified in the measures are encountered onsite prior to construction activities commencing. 3 MacArthur Place, Suite 1100 1 Santa Ana, California 92707 1 714.966.9220 1 PlaceWorks.com Page 828 PLACEWORKS Respectfully submitted, PLACE Jorge Idj 17- Seni Aate August 21,2024I Page 2 Page 829 08/21/2024 - REGULAR CITY COUNCIL MEETING - ITEM G1. - CORRESPONDENCE RECEIVED I CHASE PARTNERS LTD REAL ESTATE INVESTMENT & DEVELOPMENT August 15,2024 Tabe van der Zwaag City of Rancho Cucamonga 10500 Civic Center Dr. Rancho Cucamonga,CA 91730 Re: Spruce and Red Oak DRC2023-00154 Dear Tabe, As the owner of the Starbucks and Chipotle properties adjacent to this development,I am writing to express support for the proposed mixed-use development of 176 residential units at Red Oak and Spruce in Rancho Cucamonga.This project represents a significant and positive step forward for our community,and I believe it will bring numerous benefits to our city. First and foremost,this development will address the growing need for housing in Rancho Cucamonga.The inclusion of residential units will help to alleviate the housing shortage and provide new,modern living spaces for current and future residents.By offering a range of housing options,this project will cater to a diverse population,including young professionals, families,and seniors. Moreover,the mixed-use aspect of the development is particularly commendable.Integrating commercial and residential spaces creates vibrant,walkable communities where residents can easily access amenities and services.This not only enhances the convenience and quality of life for those living in the area but also promotes local businesses and stimulates economic growth. The thoughtful planning and design of this project are evident in its potential to blend seamlessly with the existing neighborhood. By adhering to high standards of architectural design and incorporating green spaces, this development will enhance the aesthetic appeal of the area while maintaining a focus on sustainability. I strongly support the approval and advancement of the Red Oak and Spruce mixed-use development. I am confident that this project will contribute positively to the community and enhance the overall quality of life in Rancho Cucamonga. Sincerely, n Aa4A,& David Parker President 6444 San Fernando Road,#3944,Glendale,CA 91221 1 310-689-7600 Page 830 08/21/2024 - REGULAR CITY COUNCIL MEETING - ITEM G1. - CORRESPONDENCE RECEIVED I DRURY- T 510.836,4200 1939 Harrison Street, Ste 150 www,lozeaudrury.com F 510,836.4205 Oakland,CA 94612 kylah@€ozeaudrury,com VIA EMAIL August 20, 2024 L. Dennis Michael, Mayor Tabe Van der Zwaag Lynne B. Kennedy, Mayor Pro Tern Planning and Economic Development Ryan A. Hutchison, Councilmember 10500 Civic Center Dr. Kristine D. Scott, Councilmember Rancho Cucamonga, CA 91730 Ashley N. Stickler, Councilmember tabe.vanderzwaagkcityofrc.us Rancho Cucamonga City Council 10500 Civic Center Dr. Rancho Cucamonga, CA 91730 Council(- CityofRC.us City.ClerkgCityofRC.us Re: Comment on Spruce and Red Oak Apartments Class 32 CEQA Infill Exemption (DRC2023-0015) (Construction of Mixed-Use Apartment Building) August 21, 2024 City Council Hearing Agenda Item G1. Dear Mayor Michael, Honorable City Councilmembers, and Planner Van der Zwaag: This correspondence is submitted on behalf of Supporters Alliance for Environmental Responsibility ("SAFER") and its members living and/or working in and around the City of Rancho Cucamonga("City") regarding the Spruce and Red Oak Apartments Project(DRC2023- 0015) ("Project") and the proposed adoption of a California Environmental Quality Act ("CEQA") Class 32 Categorical In-Fill Exemption("Exemption"). SAFER's review of the Project has been assisted by indoor air quality expert Francis Offermann, PE, and expert wildlife biologist Shawn Smallwood, Ph.D. and his associate Noriko Smallwood. Mr. Offermann's comment and CV are attached as Exhibit A. Dr. Smallwood's comment and CV along with Noriko Smallwood's CV are attached as Exhibit B. For the reasons discussed below, the Project does not qualify for CEQA's Infill Exemption and requires either a mitigated negative declaration("MND") or environmental impact report ("EIR") prior to approval. PROJECT DESCRIPTION The Project proposes a 7-story, 90-feet tall mixed-use building with 176 units wrapped around a seven-level parking structure. The Project would also include 9,270 square feet (SF) of Page 831 August 20, 2024 Comment Spruce and Red Oak Apartments Class 32 Infill Exemption Page 2 of 8 commercial space. The Project will sit on a currently vacant 1.8-acre site in the northern portion of the City of Rancho Cucamonga with Foothill Boulevard to the north, Laurel Street to the west, Red Oak Street to the south, and Spruce Avenue to the east of the project site. LEGAL STANDARD CEQA mandates that"the long-term protection of the environment . . . shall be the guiding criterion in public decisions"throughout California. (Pub. Resources Code ("PRC") § 21001(d).) A"project" is "the whole of an action" directly undertaken, supported, or authorized by a public agency"which may cause either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment." (PRC § 21065; 14 CCR § 15378(a).) CEQA requires environmental factors to be considered at the "earliest possible stage . . . before [the project] gains irreversible momentum," (Bozung v. LAFCO(1975) 13 Cal.3d 263, 284 n.28), "at a point in the planning process where genuine flexibility remains." (Sundstrom v. Mendocino County(1988) 202 Cal.App.3d 296, 307.) To achieve its objectives of environmental protection, CEQA has a three-tiered structure. (14 CCR § 15002(k); Committee to Save the Hollywoodland Specific Plan v. City of Los Angeles (2008) 161 Cal.App.4th 1168, 1185-86.) First, if a project falls into an exempt category, or it can be seen with certainty that the activity in question will not have a significant effect on the environment, no further evaluation is required under CEQA. (14 CCR § 15002(k)(1).) Second, if the project is not exempt and there is a possibility the project will have a significant effect on the environment, an initial threshold study is required. (14 CCR § 15002(k)(2).) Third, either a mitigated negative declaration is required if the initial study shows that there is no substantial evidence that the project may have a significant effect(id.) or an environmental impact report is required if the initial study shows that the project may have a significant effect(14 CCR § 15002(k)(3). Because staff has recommended that the Commission find the Project to be exempt from CEQA,we are at the first step in the process. CEQA identifies certain classes of projects which are exempt from the provisions of CEQA. These are called categorical exemptions. (14 CCR §§ 15300, 15354.) "Exemptions to CEQA are narrowly construed and"`[e]xemption categories are not to be expanded beyond the reasonable scope of their statutory language."' (Mountain Lion Foundation v. Fish & Game Com. (1997) 16 Cal.4th 105, 125.) Here, staff has recommended that the Project is categorically exempt from the requirements of CEQA pursuant to CEQA's Infill Exemption(14 CCR § 15332.) Under CEQA's Infill Exemption, a project is exempt from the requirements of CEQA if the project meets the following five conditions: (a) The project is consistent with the applicable general plan designation and all applicable general plan policies as well as with applicable zoning designation and regulations. Page 832 August 20, 2024 Comment Spruce and Red Oak Apartments Class 32 Infill Exemption Page 3 of 8 (b) The proposed development occurs within city limits on a project site of no more than five acres substantially surrounded by urban uses. (c) The project site has no value, as habitat for endangered, rare or threatened species. (d) Approval of the project would not result in any significant effects relating to traffic, noise, air quality, or water quality. (e) The site can be adequately served by all required utilities and public services. (14 CCR § 15332.) Importantly, mitigated categorical exemptions are not allowed. (Salmon Protection & Watershed Network v. County ofMarin (2004) 125 Cal.App.4th 1098, 1102 (SPAWN);Azusa Land Reclamation Co. v. Main San Gabriel Basin Watermaster(1997) 52 Cal.App.4th 1165, 1200 (Azusa).) An agency may not rely on mitigation measures as a basis for concluding that a project is categorically exempt, or as a basis for determining that one of the significant effects exceptions does not apply. DISCUSSION I. The Project May Have a Significant Air Quality Impact, Precluding Reliance on the Class 32 Infill Exemption. Certified Industrial Hygienist Francis Offerman conducted a review of the Project, the City's Exemption Supplement Information("Exemption Analysis"), and relevant documents regarding the Project's indoor air emissions. Mr. Offermann is one of the world's leading experts on indoor air quality, in particular emissions of formaldehyde, and has published extensively on the topic. As discussed below and set forth in Mr. Offermann's comment, the Project's emissions of formaldehyde to air will result in significant cancer risks to future residents of the Project's residential component and to future employees of the Project's commercial component. Mr. Offermann's expert opinion and conclusions are substantial evidence that the Project will have significant air quality and health risk impacts as a result of these indoor air pollution emissions. Due to this significant air quality impact and the City's lack of substantial evidence to the contrary, the Project does not qualify for the Infill Exemption. (14 CCR § 15332(d).) Mr. Offermann's comment is attached as Exhibit A. Formaldehyde is a known human carcinogen and listed by the State as a TAC. The South Coast Air Quality Management District ("SCAQMD") has established a significance threshold of health risks for carcinogenic TACs of 10 in a million and a cumulative health risk threshold of 100 in a million. Mr. Offerman explains that the primary source of indoor formaldehyde emissions is composite wood products,which are commonly used in building construction for flooring, cabinetry, baseboards, window shades, interior doors, and window and door trims. (Ex. A,pp. 2- 3.) Page 833 August 20, 2024 Comment Spruce and Red Oak Apartments Class 32 Infill Exemption Page 4 of 8 Mr. Offerman found that future residents of the Project's residential units will be exposed to a cancer risk from formaldehyde of approximately 120 per million, even assuming that all materials are compliant with the California Air Resources Board's formaldehyde airborne toxics control measure. (Ex. A,p. 4.) This is more than 12 times SCAQMD's CEQA significance threshold of 10 per million. (Id.) In addition, Mr. Offermann found that future employees of the Project's commercial spaces will be exposed to a cancer risk from formaldehyde of approximately 17.7 per million, even assuming that all materials are compliant with the California Air Resources Board's formaldehyde airborne toxics control measure. (Ex. A,pp. 4-5.) This exceeds SCAQMD's CEQA significance threshold of 10 per million. (Id. at 5.) Mr. Offerman also notes that"the SCAQMD's Multiple Air Toxics Exposure Study ("MATES V") identifies an existing cancer risk at the Project site of 587 per million due to the site's elevated ambient air contaminant concentrations, which are due to the area's high levels of vehicle traffic." (Ex. A,p. 5.) As a result, the pre-existing cancer risk is exacerbated for building occupants due to exposure to formaldehyde from both indoor and outdoor air. (Id.) When a Project exceeds a duly adopted CEQA significance threshold, as here, this alone establishes substantial evidence that the project will have a significant adverse environmental impact. Indeed, in many instances, such air quality thresholds are the only criteria reviewed and treated as dispositive in evaluating the significance of a project's air quality impacts. (See, e.g. Schenck v. County of Sonoma (2011) 198 Cal.AppAth 949, 960 [County applies Air District's "published CEQA quantitative criteria" and"threshold level of cumulative significance"]; see also Communities for a Better Environment v. California Resources Agency(2002) 103 Cal.AppAth 98, 110-11 ["A `threshold of significance' for a given environmental effect is simply that level at which the lead agency finds the effects of the project to be significant"].) The California Supreme Court made clear the substantial importance that an air district significance threshold plays in providing substantial evidence of a significant adverse impact. (Communities for a Better Environment v. South Coast Air Quality Management Dist. (2010) 48 CalAth 310, 327 [estimated emissions in excess of air district's significance thresholds "constitute substantial evidence supporting a fair argument for a significant adverse impact"].) Since expert evidence demonstrates that the Project will exceed the SCAQMD's CEQA significance threshold, there is substantial evidence that an"unstudied,potentially significant environmental effect[ exists. (See Friends of Coll. of San Mateo Gardens v. San Mateo Cty. Cmty. Coll. Dist. (2016) 1 Cal.5th 937, 958 [emphasis added].) The failure of the City to address the Project's formaldehyde emissions is contrary to the California Supreme Court's decision in California Building Industry Ass'n v. Bay Area Air Quality Mgmt. Dist. (2015) 62 CalAth 369, 386 (CBIA). In that case, the Supreme Court expressly holds that potential adverse impacts to future users and residents from pollution generated by a proposed project must be addressed under CEQA. At issue in CBIA was whether the Air District could enact CEQA guidelines that advised lead agencies that they must analyze the impacts of adjacent environmental conditions on a project. The Supreme Court held that Page 834 August 20, 2024 Comment Spruce and Red Oak Apartments Class 32 Infill Exemption Page 5 of 8 CEQA does not generally require lead agencies to consider the environment's effects on a project. (CBIA, 62 CalAth at 800-01.) However, to the extent a project may exacerbate existing environmental conditions at or near a project site, those would still have to be considered pursuant to CEQA. (Id. at 801.) In so holding, the Court expressly held that CEQA's statutory language required lead agencies to disclose and analyze "impacts on a project's users or residents that arise from the project's effects on the environment." (Id. at 800 [emphasis added].) The carcinogenic formaldehyde emissions identified by Mr. Offermann are not an existing environmental condition. Those emissions to the air will be from the Project. People will be residing in and using the Project once it is built and begins emitting formaldehyde. Once built, the Project will begin to emit formaldehyde at levels that pose significant direct and cumulative health risks. The Supreme Court in CBIA expressly finds that this type of air emission and health impact by the project on the environment and a"project's users and residents"must be addressed in the CEQA process. The existing TAC sources near the Project site would have to be considered in evaluating the cumulative effect on future residents of both the Project's TAC emissions as well as those existing off-site emissions. The Supreme Court's reasoning is well-grounded in CEQA's statutory language. CEQA expressly includes a project's effects on human beings as an effect on the environment that must be addressed in an environmental review. "Section 21083(b)(3)'s express language, for example, requires a finding of a `significant effect on the environment' (§ 21083(b)) whenever the `environmental effects of a project will cause substantial adverse effects on human beings, either directly or indirectly."' (CBIA, 62 CalAth at 800 [emphasis in original].) Likewise, "the Legislature has made clear—in declarations accompanying CEQA's enactment—that public health and safety are of great importance in the statutory scheme." (Id.) It goes without saying that the thousands of future residents at the Project are human beings and the health and safety of those residents must be subjected to CEQA's safeguards. The City's Exemption Analysis provides no substantial evidence regarding the significant health risks posed by the Project from indoor emissions of formaldehyde. The City has a duty to investigate issues relating to a project's potential environmental impacts. (See County Sanitation Dist. No. 2 v. County of Kern, (2005) 127 Cal.AppAth 1544, 1597-98. ["[U]nder CEQA, the lead agency bears a burden to investigate potential environmental impacts."].) The proposed mixed-use building will have significant impacts on air quality and health risks by emitting cancer-causing levels of formaldehyde that will expose future residents and employees to cancer risks potentially in excess of SCAQMD's threshold of significance for cancer health risks of 10 in a million. In light of this impact and the City's lack of any substantial evidence to the contrary, the Project does not qualify for the Infill Exemption and must undergo CEQA review prior to approval. II. The Project Site has Value as Habitat for Endangered,Rare, or Threatened Species. Dr. Smallwood's associate,Noriko Smallwood, conducted a three-hour site visit on August 1, 2024 and detected 25 species of vertebrate wildlife, including six special-status Page 835 August 20, 2024 Comment Spruce and Red Oak Apartments Class 32 Infill Exemption Page 6 of 8 species. (Ex. B,p. 2.) ECORP detected 17 species of vertebrate wildlife, six of which Noriko Smallwood did not detect. Noriko detected Monarch, a federal candidate for listing under the Endangered Species Act,which ECORP failed to detect. (Ex. B, p. 14.) ECORP's and Noriko's combined efforts resulted in a total of seven special-status species being detected. (Id.) Ar a Photo 3.Monarch resting on plants on the project site,1 August 2024.Photo by Noriko Smallwood. Based on these surveys and Dr. Smallwood's professional experience, Dr. Smallwood concludes that the Project site provides habitat value to rare species. Specifically, the site "provides habitat value to at least seven special-status species of wildlife, one of which is listed (candidate species are treated as listed species)." (Ex. B, p. 14.) Three of the detected species are raptors, which Dr. Smallwood explains are naturally rare as a result of their position at the top of the food chain. (Id.) Another detected species is Allen's hummingbird, which is listed by the U.S. Fish and Wildlife Service as a Bird of Conservation Concern("BCC"). (Id.) Based on his analysis of species abundance, Dr. Smallwood concludes that"Allen's hummingbird is one of the scarcest of North American birds" and is "an exceedingly rare North American bird." (Id. at 14-15.)Accordingly, the City cannot rely on the Class 32 exemption because the Project site has habitat value for these rare species. (Id.) III. The Biological Resources Analysis is Not Supported by Substantial Evidence and Failed to Identify Significant Impacts to Special-Status Species. Dr. Smallwood found that ECORP failed to adequately analyze the Project's impacts to biological resources including habitat loss, interference with wildlife movement, wildlife- automobile collision mortality, and bird-window collisions. (Ex. B,p. 22.) 1. Habitat Loss Dr. Smallwood found that ECORP's analysis of the Project's impact on habitat loss was inadequate because it failed to address how habitat loss resulting from the Project would impact the productive capacity of avian species occurring on the Project site. (Ex. B,p. 22.) Based on Noriko's survey, Dr. Smallwood predicted that the Project would cause the loss of 8 nest sites and 11 nest attempts per year, resulting in"significant impacts that have not been analyzed by Page 836 August 20, 2024 Comment Spruce and Red Oak Apartments Class 32 Infill Exemption Page 7 of 8 the City." (Ex. B, p. 23.) Dr. Smallwood notes that beyond the loss of nest sites, "reproductive capacity of the site would [also] be lost." (Id.) Based on the loss of nest sites and reproductive capacity of the site, Dr. Smallwood predicts that Allen's hummingbird,which very likely nests on the Project site, "would be in immediate jeopardy as a result of the [P]roject." (Id.) Given that the City failed to address significant impacts to habitat loss,the Project does not qualify for the Infill Exemption and must undergo CEQA review prior to approval. 2. Wildlife Movement Dr. Smallwood found that ECORP's analysis of whether the Project would interfere with wildlife movement"flawed and misleading." (Id.) ECORP's analysis states that"Project Site is not considered a linkage or corridor between natural habitat areas." (Id.) However, as Dr. Smallwood notes, the site need not function as a wildlife movement corridor or be located within a corridor to interfere with wildlife movement. (Ex. B,p. 24.) It is enough that "[m]ost of the birds recorded at the site are migratory birds, and the site is one of the last remaining patches of open space available to any of these and other birds that need to move through the region." (Id.) ECORP's "speculative and conclusory" analysis regarding wildlife movement is not supported by substantial evidence and demonstrates the need for CEQA review prior to project approval. 3. Traffic Impacts Dr. Smallwood found that project-generated traffic would cause substantial and significant impacts to wildlife,which the City failed to analyze and mitigate. (Ex. B, p. 26.) While the Exemption Analysis contained no prediction of annual VMT, Dr. Smallwood was able to infer the annual VMT from other similar development projects he has reviewed. (Id.) Using his estimated annual VMT, Dr. Smallwood was able to predict 1,676 vertebrate wildlife fatalities per year. (Id.) Dr. Smallwood's finding that traffic-related impacts will cause significant impacts to biological resources demonstrates the need for CEQA review prior to project approval. 4. Window Collisions Dr. Smallwood found that bird-window collisions from the construction of a 90-foot-tall mixed-use building will result in significant impacts to birds. (Ex. B, p. 29.) Dr. Smallwood predicts that the Project will result in 118 annual bird deaths, with the "vast majority" of predicted deaths being birds protected under the Migratory Bird Treaty Act and the California Migratory Bird Protection Act. (Id.) Given Dr. Smallwood's finding, the CEQA review prior to project approval is necessary to adequately analyze and mitigate this significant impact to birds. 5. Cumulative Impacts Lastly, Dr. Smallwood found that the City's Exemption Analysis "provides no more than a conclusory analysis of cumulative impacts, and certainly no analysis directed to biological resources. (Ex. B,p. 30.) However, the Project will absolutely result in cumulative impacts as the project area is "one of the last remaining patches of open space,"the development of which would contribute to habitat fragmentation in the area. (Id.) Given that the City failed to Page 837 August 20, 2024 Comment Spruce and Red Oak Apartments Class 32 Infill Exemption Page 8 of 8 adequately analyze significant cumulative impacts to biological resources, the Project must undergo CEQA review prior to approval. CONCLUSION SAFER respectfully requests that the City Council find that the Project does not qualify for the Infill Exemption and recommend that an EIR or mitigated negative declaration be prepared for the Project in order to analyze and mitigate significant impacts as well as ensure compliance with CEQA. Sincerely, ed,y Kylah Staley Lozeau I Drury LLP Page 838 EXH I BIT A HEE INDOOR ENVIRONMENTAL ENGINEERING HEE 1448 Pine Street,Suite 103 San Francisco,California 94109 Telephone:(415)567-7700 E-mail: offermann(&JEE-SF.com hqp://www.iee-s£com Date: August 13, 2024 To: Kylah Staley Lozeau I Drury LLP 1939 Harrison Street, Suite 150 Oakland, California 94612 From: Francis J. Offermann PE CIH Subject: Indoor Air Quality: Spruce and Red Oak Mixed-Use Project, Rancho Cucamonga, CA (IEE File Reference: P-4819) Pages: 19 Indoor Air Quality Impacts Indoor air quality(IAQ) directly impacts the comfort and health of building occupants,and the achievement of acceptable IAQ in newly constructed and renovated buildings is a well- recognized design objective. For example, IAQ is addressed by major high-performance building rating systems and building codes (California Building Standards Commission, 2014; USGBC, 2014). Indoor air quality in homes is particularly important because occupants, on average, spend approximately ninety percent of their time indoors with the majority of this time spent at home (EPA,2011). Some segments of the population that are most susceptible to the effects of poor IAQ, such as the very young and the elderly, occupy their homes almost continuously.Additionally,an increasing number of adults are working from home at least some of the time during the workweek. Indoor air quality also is a serious concern for workers in hotels, offices and other business establishments. The concentrations of many air pollutants often are elevated in homes and other buildings relative to outdoor air because many of the materials and products used indoors contain and release a variety of pollutants to air (Hodgson et al., 2002; Offermann and Hodgson, Page 840 2011). With respect to indoor air contaminants for which inhalation is the primary route of exposure, the critical design and construction parameters are the provision of adequate ventilation and the reduction of indoor sources of the contaminants. Indoor Formaldehyde Concentrations Impact. In the California New Home Study (CNHS) of 108 new homes in California (Offermann, 2009), 25 air contaminants were measured, and formaldehyde was identified as the indoor air contaminant with the highest cancer risk as determined by the California Proposition 65 Safe Harbor Levels (OEHHA, 2017a),No Significant Risk Levels (NSRL) for carcinogens. The NSRL is the daily intake level calculated to result in one excess case of cancer in an exposed population of 100,000 (i.e., ten in one million cancer risk) and for formaldehyde is 40 µg/day. The NSRL concentration of formaldehyde that represents a daily dose of 40 µg is 2 µg/m3, assuming a continuous 24-hour exposure, a total daily inhaled air volume of 20 m3, and 100% absorption by the respiratory system. All of the CNHS homes exceeded this NSRL concentration of 2 µg/m3. The median indoor formaldehyde concentration was 36 µg/m3, and ranged from 4.8 to 136 µg/m3, which corresponds to a median exceedance of the 2 µg/m3 NSRL concentration of 18 and a range of 2.3 to 68. Therefore, the cancer risk of a resident living in a California home with the median indoor formaldehyde concentration of 36 µg/m3, is 180 per million as a result of formaldehyde alone. The CEQA significance threshold for airborne cancer risk is 10 per million, as established by the South Coast Air Quality Management District(SCAQMD, 2015). Besides being a human carcinogen, formaldehyde is also a potent eye and respiratory irritant. In the CNHS, many homes exceeded the non-cancer reference exposure levels (RELs) prescribed by California Office of Environmental Health Hazard Assessment (OEHHA, 2017b). The percentage of homes exceeding the RELs ranged from 98% for the Chronic REL of 9 µg/m3 to 28% for the Acute REL of 55 µg/m3. The primary source of formaldehyde indoors is composite wood products manufactured with urea-formaldehyde resins, such as plywood, medium density fiberboard, and 2of19 Page 841 particleboard. These materials are commonly used in building construction for flooring, cabinetry, baseboards, window shades, interior doors, and window and door trims. In January 2009, the California Air Resources Board (CARB) adopted an airborne toxics control measure (ATCM) to reduce formaldehyde emissions from composite wood products, including hardwood plywood,particleboard,medium density fiberboard,and also furniture and other finished products made with these wood products (California Air Resources Board 2009). While this formaldehyde ATCM has resulted in reduced emissions from composite wood products sold in California, they do not preclude that homes built with composite wood products meeting the CARB ATCM will have indoor formaldehyde concentrations below cancer and non-cancer exposure guidelines. A follow up study to the California New Home Study(CNHS)was conducted in 2016-2018 (Singer et. al., 2019), and found that the median indoor formaldehyde in new homes built after 2009 with CARB Phase 2 Formaldehyde ATCM materials had lower indoor formaldehyde concentrations,with a median indoor concentration of 22.4 µg/m3 (18.2 ppb) as compared to a median of 36 µg/m3 found in the 2007 CNHS. Unlike in the CNHS study where formaldehyde concentrations were measured with pumped DNPH samplers, the formaldehyde concentrations in the HENGH study were measured with passive samplers, which were estimated to under-measure the true indoor formaldehyde concentrations by approximately 7.5%. Applying this correction to the HENGH indoor formaldehyde concentrations results in a median indoor concentration of 24.1 µg/m3, which is 33% lower than the 36 µg/m3 found in the 2007 CNHS. Thus,while new homes built after the 2009 CARB formaldehyde ATCM have a 33%lower median indoor formaldehyde concentration and cancer risk,the median lifetime cancer risk is still 120 per million for homes built with CARB compliant composite wood products. This median lifetime cancer risk is more than 12 times the OEHHA 10 in a million cancer risk threshold(OEHHA, 2017a). With respect to the Spruce and Red Oak Mixed-Use Project, Rancho Cucamonga, CA the building consists of residential and commercial spaces. 3of19 Page 842 The residential occupants will potentially have continuous exposure(e.g.24 hours per day, 52 weeks per year). These exposures are anticipated to result in significant cancer risks resulting from exposures to formaldehyde released by the building materials and furnishing commonly found in residential construction. Because these residences will be constructed with CARB Phase 2 Formaldehyde ATCM materials and be ventilated with the minimum code required amount of outdoor air, the indoor residential formaldehyde concentrations are likely similar to those concentrations observed in residences built with CARB Phase 2 Formaldehyde ATCM materials, which is a median of 24.1 µg/m3 (Singer et. al., 2020) Assuming that the residential occupants inhale 20 in of air per day, the average 70-year lifetime formaldehyde daily dose is 482 µg/day for continuous exposure in the residences. This exposure represents a cancer risk of 120 per million, which is more than 12 times the CEQA cancer risk of 10 per million. For occupants that do not have continuous exposure, the cancer risk will be proportionally less but still substantially over the CEQA cancer risk of 10 per million(e.g. for 12/hour/day occupancy,more than 6 times the CEQA cancer risk of 10 per million). The employees of the commercial spaces are expected to experience significant indoor exposures(e.g.,40 hours per week, 50 weeks per year). These exposures for employees are anticipated to result in significant cancer risks resulting from exposures to formaldehyde released by the building materials and furnishing commonly found in offices,warehouses, residences and hotels. Because the commercial spaces will be constructed with CARB Phase 2 Formaldehyde ATCM materials and be ventilated with the minimum code required amount of outdoor air, the indoor formaldehyde concentrations are likely similar to those concentrations observed in residences built with CARB Phase 2 Formaldehyde ATCM materials,which is a median of 24.1 µg/m3 (Singer et. al., 2020) 4of19 Page 843 Assuming that the employees of commercial spaces work 8 hours per day and inhale 20 in of air per day, the formaldehyde dose per work-day at the offices is 161 µg/day. Assuming that these employees work 5 days per week and 50 weeks per year for 45 years (start at age 20 and retire at age 65) the average 70-year lifetime formaldehyde daily dose is 70.9 µg/day. This is 1.77 times the NSRL (OEHHA, 2017a) of 40 µg/day and represents a cancer risk of 17.7 per million, which exceeds the CEQA cancer risk of 10 per million. This impact should be analyzed in an environmental impact report ("EIR"), and the agency should impose all feasible mitigation measures to reduce this impact. Several feasible mitigation measures are discussed below and these and other measures should be analyzed in an EIR. In addition, we note that the average outdoor air concentration of formaldehyde in California is 3 ppb, or 3.7 µg/m3, (California Air Resources Board, 2004), and thus represents an average pre-existing background airborne cancer risk of 1.85 per million. Thus, the indoor air formaldehyde exposures describe above exacerbate this pre-existing risk resulting from outdoor air formaldehyde exposures. Additionally, the SCAQMD's Multiple Air Toxics Exposure Study ("MATES V") identifies an existing cancer risk at the Project site of 587 per million due to the site's elevated ambient air contaminant concentrations,which are due to the area's high levels of vehicle traffic. These impacts would further exacerbate the pre-existing cancer risk to the building occupants, which result from exposure to formaldehyde in both indoor and outdoor air. Appendix A, Indoor Formaldehyde Concentrations and the CARB Formaldehyde ATCM, provides analyses that show utilization of CARB Phase 2 Formaldehyde ATCM materials will not ensure acceptable cancer risks with respect to formaldehyde emissions from composite wood products. 5of19 Page 844 Even composite wood products manufactured with CARB certified ultra low emitting formaldehyde (ULEF) resins do not insure that the indoor air will have concentrations of formaldehyde the meet the OEHHA cancer risks that substantially exceed 10 per million. The permissible emission rates for ULEF composite wood products are only 11-15% lower than the CARB Phase 2 emission rates. Only use of composite wood products made with no-added formaldehyde resins (NAF), such as resins made from soy, polyvinyl acetate, or methylene diisocyanate can insure that the OEHHA cancer risk of 10 per million is met. The following describes a method that should be used, prior to construction in the environmental review under CEQA, for determining whether the indoor concentrations resulting from the formaldehyde emissions of specific building materials/furnishings selected exceed cancer and non-cancer guidelines. Such a design analyses can be used to identify those materials/furnishings prior to the completion of the City's CEQA review and project approval, that have formaldehyde emission rates that contribute to indoor concentrations that exceed cancer and non-cancer guidelines, so that alternative lower emitting materials/furnishings may be selected and/or higher minimum outdoor air ventilation rates can be increased to achieve acceptable indoor concentrations and incorporated as mitigation measures for this project. Pre-Construction Building Material/Furnishing Formaldehyde Emissions Assessment This formaldehyde emissions assessment should be used in the environmental review under CEQA to assess the indoor formaldehyde concentrations from the proposed loading of building materials/furnishings, the area-specific formaldehyde emission rate data for building materials/furnishings, and the design minimum outdoor air ventilation rates. This assessment allows the applicant (and the City) to determine, before the conclusion of the environmental review process and the building materials/furnishings are specified, purchased,and installed,if the total chemical emissions will exceed cancer and non-cancer guidelines, and if so, allow for changes in the selection of specific material/furnishings and/or the design minimum outdoor air ventilations rates such that cancer and non-cancer guidelines are not exceeded. 6of19 Page 845 1.) Define Indoor Air Quality Zones. Divide the building into separate indoor air quality zones, (IAQ Zones). IAQ Zones are defined as areas of well-mixed air. Thus, each ventilation system with recirculating air is considered a single zone, and each room or group of rooms where air is not recirculated(e.g. 100%outdoor air)is considered a separate zone.For IAQ Zones with the same construction material/furnishings and design minimum outdoor air ventilation rates. (e.g. hotel rooms, apartments, condominiums, etc.) the formaldehyde emission rates need only be assessed for a single IAQ Zone of that type. 2.) Calculate Material/Furnishing Loading. For each IAQ Zone, determine the building material and furnishing loadings(e.g.,in of material/m2 floor area,units of furnishings/m2 floor area) from an inventory of all potential indoor formaldehyde sources, including flooring, ceiling tiles, furnishings, finishes, insulation, sealants, adhesives, and any products constructed with composite wood products containing urea-formaldehyde resins (e.g., plywood, medium density fiberboard,particleboard). 3.) Calculate the Formaldehyde Emission Rate. For each building material, calculate the formaldehyde emission rate (µg/h) from the product of the area-specific formaldehyde emission rate (µg/m2-h) and the area (m2) of material in the IAQ Zone, and from each furnishing (e.g. chairs, desks, etc.) from the unit-specific formaldehyde emission rate (µg/unit-h) and the number of units in the IAQ Zone. NOTE: As a result of the high-performance building rating systems and building codes (California Building Standards Commission,2014;USGBC,2014),most manufacturers of building materials furnishings sold in the United States conduct chemical emission rate tests using the California Department of Health "Standard Method for the Testing and Evaluation of Volatile Organic Chemical Emissions for Indoor Sources Using Environmental Chambers," (CDPH, 2017), or other equivalent chemical emission rate testing methods. Most manufacturers of building furnishings sold in the United States conduct chemical emission rate tests using ANSI/BIFMA M7.1 Standard Test Method for Determining VOC Emissions (BIFMA, 2018), or other equivalent chemical emission rate testing methods. 7of19 Page 846 CDPH,BIFMA, and other chemical emission rate testing programs,typically certify that a material or furnishing does not create indoor chemical concentrations in excess of the maximum concentrations permitted by their certification.For instance,the CDPH emission rate testing requires that the measured emission rates when input into an office, school, or residential model do not exceed one-half of the OEHHA Chronic Exposure Guidelines (OEHHA,2017b)for the 35 specific VOCs,including formaldehyde, listed in Table 4-1 of the CDPH test method (CDPH, 2017). These certifications themselves do not provide the actual area-specific formaldehyde emission rate (i.e., µg/m2-h) of the product, but rather provide data that the formaldehyde emission rates do not exceed the maximum rate allowed for the certification. Thus, for example, the data for a certification of a specific type of flooring may be used to calculate that the area-specific emission rate of formaldehyde is less than 31 µg/m2-h, but not the actual measured specific emission rate, which may be 3, 18, or 30 µg/m2-h. These area-specific emission rates determined from the product certifications of CDPH, BIFA, and other certification programs can be used as an initial estimate of the formaldehyde emission rate. If the actual area-specific emission rates of a building material or furnishing is needed(i.e. the initial emission rates estimates from the product certifications are higher than desired), then that data can be acquired by requesting from the manufacturer the complete chemical emission rate test report. For instance if the complete CDPH emission test report is requested for a CDHP certified product, that report will provide the actual area-specific emission rates for not only the 35 specific VOCs, including formaldehyde, listed in Table 4-1 of the CDPH test method (CDPH, 2017), but also all of the cancer and reproductive/developmental chemicals listed in the California Proposition 65 Safe Harbor Levels (OEHHA, 2017a), all of the toxic air contaminants (TACs) in the California Air Resources Board Toxic Air Contamination List(CARB, 2011), and the 10 chemicals with the greatest emission rates. Alternatively, a sample of the building material or furnishing can be submitted to a chemical emission rate testing laboratory, such as Berkeley Analytical Laboratory (https://berkeleyanalytical.com), to measure the formaldehyde emission rate. 8of19 Page 847 4.) Calculate the Total Formaldehyde Emission Rate. For each IAQ Zone, calculate the total formaldehyde emission rate (i.e. µg/h) from the individual formaldehyde emission rates from each of the building material/furnishings as determined in Step 3. 5.) Calculate the Indoor Formaldehyde Concentration. For each IAQ Zone, calculate the indoor formaldehyde concentration (µg/m3) from Equation 1 by dividing the total formaldehyde emission rates (i.e. µg/h) as determined in Step 4, by the design minimum outdoor air ventilation rate (m3/h) for the IAQ Zone. Cin — Etotal (Equation 1) Qoa where: Cin=indoor formaldehyde concentration (µg/m3) Etotal=total formaldehyde emission rate (µg/h) into the IAQ Zone. Qoa= design minimum outdoor air ventilation rate to the IAQ Zone (m3/h) The above Equation 1 is based upon mass balance theory, and is referenced in Section 3.10.2 "Calculation of Estimated Building Concentrations" of the California Department of Health"Standard Method for the Testing and Evaluation of Volatile Organic Chemical Emissions for Indoor Sources Using Environmental Chambers", (CDPH, 2017). 6.) Calculate the Indoor Exposure Cancer and Non-Cancer Health Risks. For each IAQ Zone, calculate the cancer and non-cancer health risks from the indoor formaldehyde concentrations determined in Step 5 and as described in the OEHHA Air Toxics Hot Spots Program Risk Assessment Guidelines; Guidance Manual for Preparation of Health Risk Assessments (OEHHA, 2015). 7.)Mitigate Indoor Formaldehyde Exposures of exceeding the CEQA Cancer and/or Non- Cancer Health Risks.In each IAQ Zone,provide mitigation for any formaldehyde exposure risk as determined in Step 6, that exceeds the CEQA cancer risk of 10 per million or the CEQA non-cancer Hazard Quotient of 1.0. Provide the source and/or ventilation mitigation required in all IAQ Zones to reduce the 9of19 Page 848 health risks of the chemical exposures below the CEQA cancer and non-cancer health risks. Source mitigation for formaldehyde may include: 1.) reducing the amount materials and/or furnishings that emit formaldehyde 2.) substituting a different material with a lower area-specific emission rate of formaldehyde Ventilation mitigation for formaldehyde emitted from building materials and/or furnishings may include: 1.) increasing the design minimum outdoor air ventilation rate to the IAQ Zone. NOTE: Mitigating the formaldehyde emissions through use of less material/furnishings, or use of lower emitting materials/furnishings,is the preferred mitigation option,as mitigation with increased outdoor air ventilation increases initial and operating costs associated with the heating/cooling systems. Further, we are not asking that the builder "speculate" on what and how much composite materials be used, but rather at the design stage to select composite wood materials based on the formaldehyde emission rates that manufacturers routinely conduct using the California Department of Health "Standard Method for the Testing and Evaluation of Volatile Organic Chemical Emissions for Indoor Sources Using Environmental Chambers," (CDPH, 2017), and use the procedure described earlier above (i.e. Pre- Construction Building Material/Furnishing Formaldehyde Emissions Assessment) to insure that the materials selected achieve acceptable cancer risks from material off gassing of formaldehyde. Outdoor Air Ventilation Impact. Another important finding of the CNHS, was that the outdoor air ventilation rates in the homes were very low. Outdoor air ventilation is a very important factor influencing the indoor concentrations of air contaminants, as it is the primary removal mechanism of all indoor air generated contaminants. Lower outdoor air exchange rates cause indoor generated air contaminants to accumulate to higher indoor air concentrations. Many homeowners rarely open their windows or doors for ventilation as a 10 of 19 Page 849 result of their concerns for security/safety, noise, dust, and odor concerns (Price, 2007). In the CNHS field study, 32%of the homes did not use their windows during the 24-hour Test Day, and 15% of the homes did not use their windows during the entire preceding week. Most of the homes with no window usage were homes in the winter field session. Thus, a substantial percentage of homeowners never open their windows, especially in the winter season. The median 24-hour measurement was 0.26 air changes per hour(ach),with a range of 0.09 ach to 5.3 ach. A total of 67% of the homes had outdoor air exchange rates below the minimum California Building Code(2001)requirement of 0.35 ach. Thus,the relatively tight envelope construction, combined with the fact that many people never open their windows for ventilation, results in homes with low outdoor air exchange rates and higher indoor air contaminant concentrations. The Spruce and Red Oak Mixed-Use Project,Rancho Cucamonga,CA is close to roads with moderate to high traffic (e.g., Spruce Avenue,Red Oak Street, White Oak Avenue,Foothill Boulevard-66, etc.),thus the Project site is a sound impacted site. The Attachment to Notice of Exemption Supplement Information Spruce & Red Oak Mixed-Use Project (City of Rancho Cucamonga, 2024) contains in Table 6 only modeled increases in traffic noise, and no existing or future with Project ambient noise levels. In order to design the building such that the interior noise levels are acceptable, long-term one-week measurements need to be conducted to assess the ambient CNEL or Ldn dBA sound levels for the purpose of selecting the appropriate STC for the windows. As a result of the high outdoor noise levels, the current project will require a mechanical supply of outdoor air ventilation to allow for a habitable interior environment with closed windows and doors. Such a ventilation system would allow windows and doors to be kept closed at the occupant's discretion to control exterior noise within building interiors. PM2.5 Outdoor Concentrations Impact. An additional impact of the nearby motor vehicle traffic associated with this project, are the outdoor concentrations of PM2.5. The Spruce and Red Oak Mixed-Use Project, Rancho Cucamonga, CA, is located in the South Coast Air Basin, which is a State and Federal non-attainment area for PM2.5. 11 of 19 Page 850 Additionally, the SCAQMD's MATES V study cites an existing cancer risk of 587 per million at the Project site due to the site's high concentration of ambient air contaminants resulting from the area's high levels of motor vehicle traffic. An air quality analyses should be conducted to determine the concentrations of PM2.5 in the outdoor and indoor air that people inhale each day. This air quality analyses needs to consider the cumulative impacts of the project related emissions, existing and projected future emissions from local PM2.5 sources (e.g., stationary sources, motor vehicles, and airport traffic) upon the outdoor air concentrations at the Project site. If the outdoor concentrations are determined to exceed the California and National annual average PM2.5 exceedence concentration of 12 µg/m3, or the National 24-hour average exceedence concentration of 35 µg/m3, then the buildings need to have a mechanical supply of outdoor air that has air filtration with sufficient removal efficiency, such that the indoor concentrations of outdoor PM2.5 particles is less than the California and National PM2.5 annual and 24-hour standards. It is my experience that based on the projected high traffic noise levels, the annual average concentration of PM2.5 will exceed the California and National PM2.5 annual and 24-hour standards and warrant installation of high efficiency air filters (i.e. MERV 13 or higher) in all mechanically supplied outdoor air ventilation systems. Indoor Air Quality Impact Mitigation Measures The following are recommended mitigation measures to minimize the impacts upon indoor quality: Indoor Formaldehyde Concentrations Mitigation. Use only composite wood materials (e.g. hardwood plywood, medium density fiberboard, particleboard) for all interior finish systems that are made with CARB approved no-added formaldehyde(NAF)resins(CARB, 2009). CARB Phase 2 certified composite wood products, or ultra-low emitting formaldehyde (ULEF) resins, do not insure indoor formaldehyde concentrations that are below the CEQA cancer risk of 10 per million. Only composite wood products 12 of 19 Page 851 manufactured with CARB approved no-added formaldehyde (NAF) resins, such as resins made from soy, polyvinyl acetate, or methylene diisocyanate can insure that the OEHHA cancer risk of 10 per million is met. Alternatively, conduct the previously described Pre-Construction Building Material/Furnishing Chemical Emissions Assessment,to determine that the combination of formaldehyde emissions from building materials and furnishings do not create indoor formaldehyde concentrations that exceed the CEQA cancer and non-cancer health risks. It is important to note that we are not asking that the builder"speculate" on what and how much composite materials be used,but rather at the design stage to select composite wood materials based on the formaldehyde emission rates that manufacturers routinely conduct using the California Department of Health "Standard Method for the Testing and Evaluation of Volatile Organic Chemical Emissions for Indoor Sources Using Environmental Chambers", (CDPH, 2017), and use the procedure described above (i.e. Pre-Construction Building Material/Furnishing Formaldehyde Emissions Assessment) to insure that the materials selected achieve acceptable cancer risks from material off gassing of formaldehyde. Outdoor Air Ventilation Miti.ag tion. Provide each habitable room with a continuous mechanical supply of outdoor air that meets or exceeds the California 2016 Building Energy Efficiency Standards (California Energy Commission, 2015)requirements of the greater of 15 cfm/occupant or 0.15 cfm/ft2 of floor area. Following installation of the system conduct testing and balancing to insure that required amount of outdoor air is entering each habitable room and provide a written report documenting the outdoor airflow rates. Do not use exhaust only mechanical outdoor air systems, use only balanced outdoor air supply and exhaust systems or outdoor air supply only systems. Provide a manual for the occupants or maintenance personnel,that describes the purpose of the mechanical outdoor air system and the operation and maintenance requirements of the system. PM2.5 Outdoor Air Concentration Miti ag tion. Install air filtration with sufficient PM2.5 removal efficiency (e.g. MERV 13 or higher) to filter the outdoor air entering the 13 of 19 Page 852 mechanical outdoor air supply systems, such that the indoor concentrations of outdoor PM2.5 particles are less than the California and National PM2.5 annual and 24-hour standards. Install the air filters in the system such that they are accessible for replacement by the occupants or maintenance personnel. Include in the mechanical outdoor air ventilation system manual instructions on how to replace the air filters and the estimated frequency of replacement. References BIFA. 2018. BIFMA Product Safety and Performance Standards and Guidelines. www.bifma.org/page/standardsoverview California Air Resources Board. 2004. Formaldehyde in the Home. https://ww3.arb.ca.gov > research > indoor > formald_lOg 8 04.pdf California Air Resources Board. 2009. Airborne Toxic Control Measure to Reduce Formaldehyde Emissions from Composite Wood Products. California Environmental Protection Agency, Sacramento, CA. https://www.arb.ca. og v/regact/2007/compwoodO7/fro-final.pdf California Air Resources Board. 2011. Toxic Air Contaminant Identification List. California Environmental Protection Agency, Sacramento, CA. hltps://www.arb.ca.gov/toxics/id/taclist.htm California Building Code. 2001. California Code of Regulations, Title 24,Part 2 Volume 1, Appendix Chapter 12, Interior Environment, Division 1, Ventilation, Section 1207: 2001 California Building Code, California Building Standards Commission. Sacramento, CA. California Building Standards Commission (2014). 2013 California Green Building Standards Code. California Code of Regulations, Title 24, Part 11. California Building Standards Commission, Sacramento, CA http://www.bsc.ca.gov/Home/CALGreen.aspx. 14 of 19 Page 853 California Energy Commission, PIER Program. CEC-500-2007-033. Final Report, ARB Contract 03-326. Available at: www.arb.ca.gov/research/apr/past/03-326.pdf. California Energy Commission, 2015. 2016 Building Energy Efficiency Standards for Residential and Nonresidential Buildings, California Code of Regulations, Title 24, Part 6. http://www.energ_y.ca.gov/2015publications/CEC-400-2015-037/CEC-400-2015-037- CMF.pdf CDPH. 2017. Standard Method for the Testing and Evaluation of Volatile Organic Chemical Emissions for Indoor Sources Using Environmental Chambers, Version I.I. California Department of Public Health, Richmond, CA. https://www.cdph.ca.gov/Programs/CCDPHP/DEODC/EHLB/IAQ/Pages/VOC.aspx. City of Rancho Cucamonga, 2024. Attachment to Notice of Exemption Supplement Information Spruce &Red Oak Mixed-Use Project. EPA. 2011. Exposure Factors Handbook: 2011 Edition, Chapter 16 — Activity Factors. Report EPA/600/R-09/052F, September 2011. U.S. Environmental Protection Agency, Washington, D.C. Hodgson,A. T.,D.Beal,J.E.R.McIlvaine. 2002. Sources of formaldehyde,other aldehydes and terpenes in a new manufactured house. Indoor Air 12: 235-242. OEHHA(Office of Environmental Health Hazard Assessment). 2015.Air Toxics Hot Spots Program Risk Assessment Guidelines; Guidance Manual for Preparation of Health Risk Assessments. OEHHA(Office of Environmental Health Hazard Assessment). 2017a. Proposition 65 Safe Harbor Levels.No Significant Risk Levels for Carcinogens and Maximum Allowable Dose Levels for Chemicals Causing Reproductive Toxicity. Available at: hltp://www.oehha.ca.gov/prop65/Tdf/safeharborO8l5l3.pdf 15 of 19 Page 854 OEHHA-Office of Environmental Health Hazard Assessment.2017b.All OEHHA Acute, 8-hour and Chronic Reference Exposure Levels. Available at: http://oehha.ca.gov/air/allrels.html Offermann, F. J. 2009. Ventilation and Indoor Air Quality in New Homes. California Air Resources Board and California Energy Commission,PIER Energy-Related Environmental Research Program. Collaborative Report. CEC-500-2009-085. https://www.arb.ca.gov/research/qpr/past/04-3 I O.pdf Offermann,F. J. and A. T. Hodgson. 2011. Emission Rates of Volatile Organic Compounds in New Homes. Proceedings Indoor Air 2011 (121h International Conference on Indoor Air Quality and Climate 2011), June 5-10, 2011, Austin, TX. Singer, B.C, Chan, W.R, Kim, Y., Offermann, F.J., and Walker I.S. 2020. Indoor Air Quality in California Homes with Code-Required Mechanical Ventilation. Indoor Air, Vol 30, Issue 5, 885-899. South Coast Air Quality Management District(SCAQMD).2015.California Environmental Quality Act Air Quality Handbook. South Coast Air Quality Management District, Diamond Bar, CA, http://www.agmd.gov/home/rules-compliance/ceqa/air-quality- analysis-handbook USGBC. 2014. LEED BD+C Homes v4. U.S. Green Building Council, Washington, D.C. http://www.us bg c.org/credits/homes/v4 16 of 19 Page 855 APPENDIX A INDOOR FORMALDEHYDE CONCENTRATIONS AND THE CARB FORMALDEHYDE ATCM With respect to formaldehyde emissions from composite wood products,the CARB ATCM regulations of formaldehyde emissions from composite wood products, do not assure healthful indoor air quality. The following is the stated purpose of the CARB ATCM regulation - The purpose of this airborne toxic control measure is to "reduce formaldehyde emissions from composite wood products, and finished goods that contain composite wood products, that are sold, offered for sale, supplied, used, or manufactured for sale in California". In other words, the CARB ATCM regulations do not "assure healthful indoor air quality", but rather"reduce formaldehyde emissions from composite wood products". Just how much protection do the CARB ATCM regulations provide building occupants from the formaldehyde emissions generated by composite wood products?Definitely some, but certainly the regulations do not"assure healthful indoor air quality"when CARB Phase 2 products are utilized. As shown in the Chan 2019 study of new California homes, the median indoor formaldehyde concentration was of 22.4 µg/m3 (18.2 ppb), which corresponds to a cancer risk of 112 per million for occupants with continuous exposure, which is more than 11 times the CEQA cancer risk of 10 per million. Another way of looking at how much protection the CARB ATCM regulations provide building occupants from the formaldehyde emissions generated by composite wood products is to calculate the maximum number of square feet of composite wood product that can be in a residence without exceeding the CEQA cancer risk of 10 per million for occupants with continuous occupancy. For this calculation I utilized the floor area(2,272 ft), the ceiling height(8.5 ft), and the number of bedrooms (4) as defined in Appendix B (New Single-Family Residence Scenario) of the Standard Method for the Testing and Evaluation of Volatile Organic Chemical Emissions for Indoor Sources Using Environmental Chambers,Version 1.1, 2017, California 17 of 19 Page 856 Department of Public Health, Richmond, CA. https://www.cdph.ca.gov/Programs/CCDPHP/ DEODC/EHLB/IAQ/PagesNOC.aspx. For the outdoor air ventilation rate, I used the 2019 Title 24 code required mechanical ventilation rate (ASHRAE 62.2) of 106 cfm (180 m3/h) calculated for this model residence. For the composite wood formaldehyde emission rates I used the CARB ATCM Phase 2 rates. The calculated maximum number of square feet of composite wood product that can be in a residence, without exceeding the CEQA cancer risk of 10 per million for occupants with continuous occupancy are as follows for the different types of regulated composite wood products. Medium Density Fiberboard(MDF)— 15 ft2 (0.7% of the floor area), or Particle Board—30 ft2 (1.3% of the floor area), or Hardwood Plywood—54 ft2 (2.4% of the floor area), or Thin MDF—46 ft2 (2.0 % of the floor area). For offices and hotels the calculated maximum amount of composite wood product (% of floor area) that can be used without exceeding the CEQA cancer risk of 10 per million for occupants,assuming 8 hours/day occupancy,and the California Mechanical Code minimum outdoor air ventilation rates are as follows for the different types of regulated composite wood products. Medium Density Fiberboard(MDF)—3.6 % (offices) and 4.6% (hotel rooms), or Particle Board—7.2 % (offices) and 9.4% (hotel rooms), or Hardwood Plywood— 13 % (offices) and 17% (hotel rooms), or Thin MDF— 11 % (offices) and 14 % (hotel rooms) Clearly the CARB ATCM does not regulate the formaldehyde emissions from composite wood products such that the potentially large areas of these products, such as for flooring, baseboards, interior doors, window and door trims, and kitchen and bathroom cabinetry, could be used without causing indoor formaldehyde concentrations that result in CEQA 18of19 Page 857 cancer risks that substantially exceed 10 per million for occupants with continuous occupancy. Even composite wood products manufactured with CARB certified ultra low emitting formaldehyde (ULEF) resins do not insure that the indoor air will have concentrations of formaldehyde the meet the OEHHA cancer risks that substantially exceed 10 per million. The permissible emission rates for ULEF composite wood products are only 11-15%lower than the CARB Phase 2 emission rates. Only use of composite wood products made with no-added formaldehyde resins (NAF), such as resins made from soy, polyvinyl acetate, or methylene diisocyanate can insure that the OEHHA cancer risk of 10 per million is met. If CARB Phase 2 compliant or ULEF composite wood products are utilized in construction, then the resulting indoor formaldehyde concentrations should be determined in the design phase using the specific amounts of each type of composite wood product, the specific formaldehyde emission rates,and the volume and outdoor air ventilation rates of the indoor spaces, and all feasible mitigation measures employed to reduce this impact (e.g. use less formaldehyde containing composite wood products and/or incorporate mechanical systems capable of higher outdoor air ventilation rates). See the procedure described earlier (i.e. Pre-Construction Building Material/Furnishing Formaldehyde Emissions Assessment) to insure that the materials selected achieve acceptable cancer risks from material off gassing of formaldehyde. Alternatively,and perhaps a simpler approach, is to use only composite wood products(e.g. hardwood plywood, medium density fiberboard, particleboard) for all interior finish systems that are made with CARB approved no-added formaldehyde (NAF)resins. 19 of 19 Page 858 Francis (Bud) J. Offermann III PE, CIH Indoor Environmental Engineering 1448 Pine Street,Suite 103,San Francisco,CA 94109 Phone:415-567-7700 Email: Offermann@iee-sf.com http://www.iee-sf.com Education M.S. Mechanical Engineering (1985) Stanford University, Stanford, CA. Graduate Studies in Air Pollution Monitoring and Control (1980) University of California, Berkeley, CA. B.S. in Mechanical Engineering (1976) Rensselaer Polytechnic Institute, Troy, N.Y. Professional Experience President: Indoor Environmental Engineering, San Francisco, CA. December, 1981 - present. Direct team of environmental scientists, chemists, and mechanical engineers in conducting State and Federal research regarding indoor air quality instrumentation development, building air quality field studies, ventilation and air cleaning performance measurements, and chemical emission rate testing. Provide design side input to architects regarding selection of building materials and ventilation system components to ensure a high quality indoor environment. Direct Indoor Air Quality Consulting Team for the winning design proposal for the new State of Washington Ecology Department building. Develop a full-scale ventilation test facility for measuring the performance of air diffusers; ASHRAE 129, Air Change Effectiveness, and ASHRAE 113, Air Diffusion Performance Index. Develop a chemical emission rate testing laboratory for measuring the chemical emissions from building materials, furnishings, and equipment. Principle Investigator of the California New Homes Study (2005-2007). Measured ventilation and indoor air quality in 108 new single family detached homes in northern and southern California. Develop and teach IAQ professional development workshops to building owners, managers, hygienists, and engineers. Page 859 Air Pollution Engineer: Earth Metrics Inc., Burlingame, CA, October, 1985 to March, 1987. Responsible for development of an air pollution laboratory including installation a forced choice olfactometer, tracer gas electron capture chromatograph, and associated calibration facilities. Field team leader for studies of fugitive odor emissions from sewage treatment plants, entrainment of fume hood exhausts into computer chip fabrication rooms, and indoor air quality investigations. Staff Scientist: Building Ventilation and Indoor Air Quality Program, Energy and Environment Division, Lawrence Berkeley Laboratory, Berkeley, CA. January, 1980 to August, 1984. Deputy project leader for the Control Techniques group; responsible for laboratory and field studies aimed at evaluating the performance of indoor air pollutant control strategies (i.e. ventilation, filtration,precipitation, absorption, adsorption, and source control). Coordinated field and laboratory studies of air-to-air heat exchangers including evaluation of thermal performance, ventilation efficiency, cross-stream contaminant transfer, and the effects of freezing/defrosting. Developed an in situ test protocol for evaluating the performance of air cleaning systems and introduced the concept of effective cleaning rate (ECR) also known as the Clean Air Delivery Rate (CADR). Coordinated laboratory studies of portable and ducted air cleaning systems and their effect on indoor concentrations of respirable particles and radon progeny. Co-designed an automated instrument system for measuring residential ventilation rates and radon concentrations. Designed hardware and software for a multi-channel automated data acquisition system used to evaluate the performance of air-to-air heat transfer equipment. Assistant Chief En ig neer: Alta Bates Hospital, Berkeley, CA, October, 1979 to January, 1980. Responsible for energy management projects involving installation of power factor correction capacitors on large inductive electrical devices and installation of steam meters on physical plant steam lines. Member of Local 39, International Union of Operating Engineers. Manufacturing Engineer: American Precision Industries, Buffalo, NY, October, 1977 to October, 1979. 2 Page 860 Responsible for reorganizing the manufacturing procedures regarding production of shell and tube heat exchangers. Designed customized automatic assembly, welding, and testing equipment. Designed a large paint spray booth. Prepared economic studies justifying new equipment purchases. Safety Director. Project Engineer: Arcata Graphics, Buffalo,N.Y. June, 1976 to October, 1977. Responsible for the design and installation of a bulk ink storage and distribution system and high speed automatic counting and marking equipment. Also coordinated material handling studies which led to the purchase and installation of new equipment. PROFESSIONAL ORGANIZATION MEMBERSHIP American Society of Heating, Refrigeration and Air Conditioning Engineers (ASHRAE) • Chairman of SPC-145P, Standards Project Committee - Test Method for Assessing the Performance of Gas Phase Air Cleaning Equipment (1991-1992) • Member SPC-129P, Standards Project Committee - Test Method for Ventilation Effectiveness (1986-97) - Member of Drafting Committee • Member Environmental Health Committee (1992-1994, 1997-2001, 2007-2010) - Chairman of EHC Research Subcommittee - Member of Man Made Mineral Fiber Position Paper Subcommittee - Member of the IAQ Position Paper Committee - Member of the Legionella Position Paper Committee - Member of the Limiting Indoor Mold and Dampness in Buildings Position Paper Committee • Member SSPC-62, Standing Standards Project Committee - Ventilation for Acceptable Indoor Air Quality(1992 to 2000) - Chairman of Source Control and Air Cleaning Subcommittee • Chairman of TC-4.10, Indoor Environmental Modeling (1988-92) - Member of Research Subcommittee • Chairman of TC-2.3, Gaseous Air Contaminants and Control Equipment (1989-92) - Member of Research Subcommittee American Society for Testing and Materials (ASTM) • D-22 Sampling and Analysis of Atmospheres - Member of Indoor Air Quality Subcommittee • E-06 Performance of Building Constructions American Board of Industrial Hygiene (ABIH) American Conference of Governmental Industrial Hygienists (ACGIH) • Bioaerosols Committee (2007-2013) 3 Page 861 American Industrial Hygiene Association (AIHA) Cal-OSHA Indoor Air Quality Advisory Committee International Society of Indoor Air Quality and Climate (ISIAQ) • Co-Chairman of Task Force on HVAC Hygiene U. S. Green Building Council (USGBC) - Member of the IEQ Technical Advisory Group (2007-2009) - Member of the IAQ Performance Testing Work Group (2010-2012) Western Construction Consultants (WESTCON) PROFESSIONAL CREDENTIALS Licensed Professional Engineer- Mechanical Engineering Certified Industrial Hygienist -American Board of Industrial Hygienists SCIENTIFIC MEETINGS AND SYMPOSIA Biological Contamination, Diagnosis, and Mitigation, Indoor Air'90, Toronto, Canada, August, 1990. Models for Predicting Air Quality, Indoor Air'90, Toronto, Canada, August, 1990. Microbes in Building Materials and Systems, Indoor Air '93, Helsinki, Finland, July, 1993. Microorganisms in Indoor Air Assessment and Evaluation of Health Effects and Probable Causes, Walnut Creek, CA, February 27, 1997. Controlling Microbial Moisture Problems in Buildings, Walnut Creek, CA, February 27, 1997. Scientific Advisory Committee, Roomvent 98, 61h International Conference on Air Distribution in Rooms, KTH, Stockholm, Sweden, June 14-17, 1998. Moisture and Mould, Indoor Air '99, Edinburgh, Scotland, August, 1999. Ventilation Modeling and Simulation, Indoor Air '99, Edinburgh, Scotland, August, 1999. Microbial Growth in Materials, Healthy Buildings 2000, Espoo, Finland, August, 2000. 4 Page 862 Co-Chair, Bioaerosols X- Exposures in Residences, Indoor Air 2002, Monterey, CA, July 2002. Healthy Indoor Environments, Anaheim, CA, April 2003. Chair, Environmental Tobacco Smoke in Multi-Family Homes, Indoor Air 2008, Copenhagen, Denmark, July 2008. Co-Chair, ISIAQ Task Force Workshop; HVAC Hygiene, Indoor Air 2002, Monterey, CA, July 2002. Chair, ETS in Multi-Family Housing: Exposures, Controls, and Legalities Forum, Healthy Buildings 2009, Syracuse, CA, September 14, 2009. Chair, Energy Conservation and IAQ in Residences Workshop, Indoor Air 2011, Austin, TX, June 6, 2011. Chair, Electronic Cigarettes: Chemical Emissions and Exposures Colloquium, Indoor Air 2016, Ghent, Belgium, July 4, 2016. SPECIAL CONSULTATION Provide consultation to the American Home Appliance Manufacturers on the development of a standard for testing portable air cleaners, AHAM Standard AC-1. Served as an expert witness and special consultant for the U.S. Federal Trade Commission regarding the performance claims found in advertisements of portable air cleaners and residential furnace filters. Conducted a forensic investigation for a San Mateo, CA pro se defendant, regarding an alleged homicide where the victim was kidnapped in a steamer trunk. Determined the air exchange rate in the steamer trunk and how long the person could survive. Conducted in situ measurement of human exposure to toluene fumes released during nailpolish application for a plaintiffs attorney pursuing a California Proposition 65 product labeling case. June, 1993. Conducted a forensic in situ investigation for the Butte County, CA Sheriff's Department of the emissions of a portable heater used in the bedroom of two twin one year old girls who suffered simultaneous crib death. Consult with OSHA on the 1995 proposed new regulation regarding indoor air quality and environmental tobacco smoke. 5 Page 863 Consult with EPA on the proposed Building Alliance program and with OSHA on the proposed new OSHA IAQ regulation. Johnson Controls Audit/Certification Expert Review; Milwaukee, WI. May 28-29, 1997. Winner of the nationally published 1999 Request for Proposals by the State of Washington to conduct a comprehensive indoor air quality investigation of the Washington State Department of Ecology building in Lacey, WA. Selected by the State of California Attorney General's Office in August, 2000 to conduct a comprehensive indoor air quality investigation of the Tulare County Court House. Lawrence Berkeley Laboratory IAQ Experts Workshop: "Cause and Prevention of Sick Building Problems in Offices: The Experience of Indoor Environmental Quality Investigators", Berkeley, California, May 26-27, 2004. Provide consultation and chemical emission rate testing to the State of California Attorney General's Office in 2013-2015 regarding the chemical emissions from e- cigarettes. PEER-REVIEWED PUBLICATIONS : F.J.Offermann, C.D.Hollowell, and G.D.Roseme, "Low-Infiltration Housing in Rochester, New York: A Study of Air Exchange Rates and Indoor Air Quality," Environment International, 8, pp. 435-445, 1982. W.W.Nazaroff, F.J.Offermann, and A.W.Robb, "Automated System for Measuring Air Exchange Rate and Radon Concentration in Houses," Health Physics, 45, pp. 525-537, 1983. F.J.Offermann, W.J.Fisk, D.T.Grimsrud, B.Pedersen, and K.L.Revzan, "Ventilation Efficiencies of Wall- or Window-Mounted Residential Air-to-Air Heat Exchangers," ASHRAE Annual Transactions, 89-2B,pp 507-527, 1983. W.J.Fisk, K.M.Archer, R.E Chant, D. Hekmat, F.J.Offermann, and B.Pedersen, "Onset of Freezing in Residential Air-to-Air Heat Exchangers," ASHRAE Annual Transactions, 91- IB, 1984. W.J.Fisk, K.M.Archer, R.E Chant, D. Hekmat, F.J.Offermann, and B.Pedersen, "Performance of Residential Air-to-Air Heat Exchangers During Operation with Freezing and Periodic Defrosts,"ASHRAE Annual Transactions, 91-IB, 1984. F.J.Offermann, R.G.Sextro, W.J.Fisk, D.T.Grimsrud, W.W.Nazaroff, A.V.Nero, and K.L.Revzan, "Control of Respirable Particles with Portable Air Cleaners," Atmospheric Environment, Vol. 19, pp.1761-1771, 1985. 6 Page 864 R.G.Sextro, F.J.Offermann, W.W.Nazaroff, A.V.Nero, K.L.Revzan, and J.Yater, "Evaluation of Indoor Control Devices and Their Effects on Radon Progeny Concentrations,"Atmospheric Environment, 12, pp. 429-438, 1986. W.J. Fisk, R.K.Spencer, F.J.Offermann, R.K.Spencer, B.Pedersen, R.Sextro, "Indoor Air Quality Control Techniques,"Noyes Data Corporation, Park Ridge,New Jersey, (1987). F.J.Offermann, "Ventilation Effectiveness and ADPI Measurements of a Forced Air Heating System," ASHRAE Transactions , Volume 94, Part 1, pp 694-704, 1988. F.J.Offermann and D. Int-Hout "Ventilation Effectiveness Measurements of Three Supply/Return Air Configurations," Environment International , Volume 15, pp 585-592 1989. F.J. Offermann, S.A. Loiselle, M.C. Quinlan, and M.S. Rogers, "A Study of Diesel Fume Entrainment in an Office Building," IA '89, The Human Equation: Health and Comfort, pp 179-183, ASHRAE, Atlanta, GA, 1989. R.G.Sextro and F.J.Offermann, "Reduction of Residential Indoor Particle and Radon Progeny Concentrations with Ducted Air Cleaning Systems," submitted to Indoor Air, 1990. S.A.Loiselle, A.T.Hodgson, and F.J.Offermann, "Development of An Indoor Air Sampler for Polycyclic Aromatic Compounds", Indoor Air, Vol 2, pp 191-210, 1991. F.J.Offermann, S.A.Loiselle, A.T.Hodgson, L.A. Gundel, and J.M. Daisey, "A Pilot Study to Measure Indoor Concentrations and Emission Rates of Polycyclic Aromatic Compounds", Indoor Air, Vol 4, pp 497-512, 1991. F.J. Offermann, S. A. Loiselle, R.G. Sextro, "Performance Comparisons of Six Different Air Cleaners Installed in a Residential Forced Air Ventilation System," IA '91, Healthy Buildings, pp 342-350, ASHRAE, Atlanta, GA (1991). F.J. Offermann, J. Daisey, A. Hodgson, L. Gundell, and S. Loiselle, "Indoor Concentrations and Emission Rates of Polycyclic Aromatic Compounds", Indoor Air, Vol 4, pp 497-512 (1992). F.J. Offermann, S. A. Loiselle, R.G. Sextro, "Performance of Air Cleaners Installed in a Residential Forced Air System," ASHRAE Journal, pp 51-57, July, 1992. F.J. Offermann and S. A. Loiselle, "Performance of an Air-Cleaning System in an Archival Book Storage Facility,"IA '92,ASHRAE,Atlanta, GA, 1992. S.B. Hayward, K.S. Liu, L.E. Alevantis, K. Shah, S. Loiselle, F.J. Offermann, Y.L. Chang, L. Webber, "Effectiveness of Ventilation and Other Controls in Reducing Exposure to ETS in Office Buildings," Indoor Air '93, Helsinki, Finland, July 4-8, 1993. 7 Page 865 F.J. Offermann, S. A. Loiselle, G. Ander, H. Lau, "Indoor Contaminant Emission Rates Before and After a Building Bake-out,"IA '93, Operating and Maintaining Buildings for Health, Comfort, and Productivity, pp 157-163, ASHRAE, Atlanta, GA, 1993. L.E. Alevantis, Hayward, S.B., Shah, S.B., Loiselle, S., and Offermann, F.J. "Tracer Gas Techniques for Determination of the Effectiveness of Pollutant Removal From Local Sources," IA '93, Operating and Maintaining Buildings for Health, Comfort, and Productivity,pp 119-129, ASHRAE, Atlanta, GA, 1993. L.E. Alevantis, Liu, L.E., Hayward, S.B., Offermann, F.J., Shah, S.B., Leiserson, K. Tsao, E., and Huang, Y., "Effectiveness of Ventilation in 23 Designated Smoking Areas in California Buildings," IA '94, Engineering Indoor Environments, pp 167-181, ASHRAE, Atlanta, GA, 1994. L.E. Alevantis, Offermann, F.J., Loiselle, S., and Macher, J.M., "Pressure and Ventilation Requirements of Hospital Isolation Rooms for Tuberculosis (TB) Patients: Existing Guidelines in the United States and a Method for Measuring Room Leakage", Ventilation and Indoor air quality in Hospitals, M. Maroni, editor, Kluwer Academic publishers, Netherlands, 1996. F.J. Offermann, M. A. Waz, A.T. Hodgson, and H.M. Ammann, "Chemical Emissions from a Hospital Operating Room Air Filter," IA '96, Paths to Better Building Environments, pp 95-99, ASHRAE,Atlanta, GA, 1996. F.J. Offermann, "Professional Malpractice and the Sick Building Investigator," IAQ'96, Paths to Better Building Environments,pp 132-136, ASHRAE, Atlanta, GA, 1996. F.J. Offermann, "Standard Method of Measuring Air Change Effectiveness,"Indoor Air, Vol 1, pp.206-211, 1999. F. J. Offermann, A. T. Hodgson, and J. P. Robertson, "Contaminant Emission Rates from PVC Backed Carpet Tiles on Damp Concrete", Healthy Buildings 2000, Espoo, Finland, August 2000. K.S. Liu, L.E. Alevantis, and F.J. Offermann, "A Survey of Environmental Tobacco Smoke Controls in California Office Buildings",Indoor Air, Vol 11,pp. 26-34, 2001. F.J. Offermann, R. Colfer, P. Radzinski, and J. Robertson, "Exposure to Environmental Tobacco Smoke in an Automobile", Indoor Air 2002, Monterey, California, July 2002. F. J. Offermann, J.P. Robertson, and T. Webster, "The Impact of Tracer Gas Mixing on Airflow Rate Measurements in Large Commercial Fan Systems", Indoor Air 2002, Monterey, California, July 2002. M. J. Mendell, T. Brennan, L. Hathon, J.D. Odom, F.J.Offermann, B.H. Turk, K.M. Wallingford, R.C. Diamond, W.J. Fisk, "Causes and prevention of Symptom Complaints 8 Page 866 in Office Buildings: Distilling the Experience of Indoor Environmental Investigators", submitted to Indoor Air 2005, Beijing, China, September 4-9, 2005. F.J. Offermann, "Ventilation and IAQ in New Homes With and Without Mechanical Outdoor Air Systems", Healthy Buildings 2009, Syracuse, CA, September 14, 2009. F.J. Offermann, "ASHRAE 62.2 Intermittent Residential Ventilation: What's It Good For, Intermittently Poor IAQ", IAQVEC 2010, Syracuse, CA, April 21, 2010. F.J. Offermann and A.T. Hodgson, "Emission Rates of Volatile Organic Compounds in New Homes", Indoor Air 2011, Austin, TX, June, 2011. P. Jenkins, R. Johnson, T. Phillips, and F. Offermann, Chemical Concentrations in New California Homes and Garages", Indoor Air 2011, Austin, TX, June, 2011. W. J. Mills, B. J. Grigg, F. J. Offermann, B. E. Gustin, and N. E. Spingarm, "Toluene and Methyl Ethyl Ketone Exposure from a Commercially Available Contact Adhesive", Journal of Occupational and Environmental Hygiene, 9:1395-13102 May, 2012. F. J. Offermann, R. Maddalena, J. C. Offermann, B. C. Singer, and H, Wilhelm, "The Impact of Ventilation on the Emission Rates of Volatile Organic Compounds in Residences", HB 2012, Brisbane, AU, July, 2012. F. J. Offermann, A. T. Hodgson, P. L. Jenkins, R. D. Johnson, and T. J. Phillips, "Attached Garages as a Source of Volatile Organic Compounds in New Homes", HB 2012, Brisbane, CA, July, 2012. R. Maddalena, N. Li, F. Offermann, and B. Singer, "Maximizing Information from Residential Measurements of Volatile Organic Compounds", HB 2012, Brisbane, AU, July, 2012. W. Chen, A. Persily, A. Hodgson, F. Offermann, D. Poppendieck, and K. Kumagai, "Area-Specific Airflow Rates for Evaluating the Impacts of VOC emissions in U.S. Single-Family Homes", Building and Environment, Vol. 71, 204-211, February, 2014. F. J. Offermann, A. Eagan A. C. Offermann, and L. J. Radonovich, "Infectious Disease Aerosol Exposures With and Without Surge Control Ventilation System Modifications", Indoor Air 2014, Hong Kong, July, 2014. F. J. Offermann, "Chemical Emissions from E-Cigarettes: Direct and Indirect Passive Exposures", Building and Environment, Vol. 93, Part 1, 101-105,November, 2015. F. J. Offermann, "Formaldehyde Emission Rates From Lumber Liquidators Laminate Flooring Manufactured in China", Indoor Air 2016, Belgium, Ghent, July, 2016. F. J. Offermann, "Formaldehyde and Acetaldehyde Emission Rates for E-Cigarettes", Indoor Air 2016, Belgium, Ghent, July, 2016. 9 Page 867 OTHER REPORTS: W.J.Fisk, P.G.Cleary, and F.J.Offermann, "Energy Saving Ventilation with Residential Heat Exchangers," a Lawrence Berkeley Laboratory brochure distributed by the Bonneville Power Administration, 1981. F.J.Offermann, J.R.Girman, and C.D.Hollowell, "Midway House Tightening Project: A Study of Indoor Air Quality," Lawrence Berkeley Laboratory, Berkeley, CA, Report LBL-12777, 1981. F.J.Offermann, J.B.Dickinson, W.J.Fisk, D.T.Grimsrud, C.D.Hollowell, D.L.Krinkle, and G.D.Roseme, "Residential Air-Leakage and Indoor Air Quality in Rochester,New York," Lawrence Berkeley Laboratory, Berkeley, CA, Report LBL-13100, 1982. F.J.Offermann, W.J.Fisk, B.Pedersen, and K.L.Revzan, Residential Air-to-Air Heat Exchangers: A Study of the Ventilation Efficiencies of Wall- or Window- Mounted Units," Lawrence Berkeley Laboratory, Berkeley, CA, Report LBL-14358, 1982. F.J.Offermann, W.J.Fisk, W.W.Nazaroff, and R.G.Sextro, "A Review of Portable Air Cleaners for Controlling Indoor Concentrations of Particulates and Radon Progeny," An interim report for the Bonneville Power Administration, 1983. W.J.Fisk, K.M.Archer, R.E.Chant, D.Hekmat, F.J.Offermann, and B.S. Pedersen, "Freezing in Residential Air-to-Air Heat Exchangers: An Experimental Study," Lawrence Berkeley Laboratory, Berkeley, CA, Report LBL-16783, 1983. R.G.Sextro, W.W.Nazaroff, F.J.Offermann, and K.L.Revzan, "Measurements of Indoor Aerosol Properties and Their Effect on Radon Progeny," Proceedings of the American Association of Aerosol Research Annual Meeting, April, 1983. F.J.Offermann, R.G.Sextro, W.J.Fisk, W.W. Nazaroff, A.V.Nero, K.L.Revzan, and J.Yater, "Control of Respirable Particles and Radon Progeny with Portable Air Cleaners," Lawrence Berkeley Laboratory, Berkeley, CA, Report LBL-16659, 1984. W.J.Fisk, R.K.Spencer, D.T.Grimsrud, F.J.Offermann, B.Pedersen, and R.G.Sextro, "Indoor Air Quality Control Techniques: A Critical Review," Lawrence Berkeley Laboratory, Berkeley, CA, Report LBL-16493, 1984. F.J.Offermann, J.R.Girman, and R.G.Sextro, "Controlling Indoor Air Pollution from Tobacco Smoke: Models and Measurements,", Indoor Air, Proceedings of the 3rd International Conference on Indoor Air Quality and Climate, Vol 1, pp 257-264, Swedish Council for Building Research, Stockholm (1984), Lawrence Berkeley Laboratory, Berkeley, CA, Report LBL-17603, 1984. 10 Page 868 R.Otto, J.Girman, F.Offermann, and R.Sextro,"A New Method for the Collection and Comparison of Respirable Particles in the Indoor Environment," Lawrence Berkeley Laboratory, Berkeley, CA, Special Director Fund's Study, 1984. A.T.Hodgson and F.J.Offermann, "Examination of a Sick Office Building," Lawrence Berkeley Laboratory, Berkeley, CA, an informal field study, 1984. R.G.Sextro, F.J.Offermann, W.W.Nazaroff, and A.V.Nero, "Effects of Aerosol Concentrations on Radon Progeny," Aerosols, Science, & Technology, and Industrial Applications of Airborne Particles, editors B.Y.H.Liu, D.Y.H.Pui, and H.J.Fissan, p525, Elsevier, 1984. K.Sexton, S.Hayward, F.Offermann, R.Sextro, and L.Weber, "Characterization of Particulate and Organic Emissions from Major Indoor Sources, Proceedings of the Third International Conference on Indoor Air Quality and Climate, Stockholm, Sweden, August 20-24, 1984. F.J.Offermann, "Tracer Gas Measurements of Laboratory Fume Entrainment at a Semi- Conductor Manufacturing Plant," an Indoor Environmental Engineering R&D Report, 1986. F.J.Offermann, "Tracer Gas Measurements of Ventilation Rates in a Large Office Building," an Indoor Environmental Engineering R&D Report, 1986. F.J.Offermann, "Measurements of Volatile Organic Compounds in a New Large Office Building with Adhesive Fastened Carpeting," an Indoor Environmental Engineering R&D Report, 1986. F.J.Offermann, "Designing and Operating Healthy Buildings", an Indoor Environmental Engineering R&D Report, 1986. F.J.Offermann, "Measurements and Mitigation of Indoor Spray-Applicated Pesticides", an Indoor Environmental Engineering R&D Report, 1988. F.J.Offermann and S. Loiselle, "Measurements and Mitigation of Indoor Mold Contamination in a Residence", an Indoor Environmental Engineering R&D Report, 1989. F.J.Offermann and S. Loiselle, "Performance Measurements of an Air Cleaning System in a Large Archival Library Storage Facility", an Indoor Environmental Engineering R&D Report, 1989. F.J. Offermann, J.M. Daisey, L.A. Gundel, and A.T. Hodgson, S. A. Loiselle, "Sampling, Analysis, and Data Validation of Indoor Concentrations of Polycyclic Aromatic Hydrocarbons", Final Report, Contract No. A732-106, California Air Resources Board, March, 1990. 11 Page 869 L.A. Gundel, J.M. Daisey, and F.J. Offermann, "A Sampling and Analytical Method for Gas Phase Polycyclic Aromatic Hydrocarbons", Proceedings of the 5th International Conference on Indoor Air Quality and Climate, Indoor Air'90, July 29-August 1990. A.T. Hodgson, J.M. Daisey, and F.J. Offermann "Development of an Indoor Sampling and Analytical Method for Particulate Polycyclic Aromatic Hydrocarbons", Proceedings of the 5th International Conference on Indoor Air Quality and Climate, Indoor Air '90, July 29-August, 1990. F.J. Offermann, J.O. Sateri, "Tracer Gas Measurements in Large Multi-Room Buildings", Indoor Air '93, Helsinki, Finland, July 4-8, 1993. F.J.Offermann, M. T. O'Flaherty, and M. A. Waz "Validation of ASHRAE 129 - Standard Method of Measuring Air Change Effectiveness", Final Report of ASHRAE Research Project 891, December 8, 1997. S.E. Guffey, F.J. Offermann et. al., "Proceedings of the Workshop on Ventilation Engineering Controls for Environmental Tobacco smoke in the Hospitality Industry", U.S. Department of Labor Occupational Safety and Health Administration and ACGIH, 1998. F.J. Offermann, R.J. Fiskum, D. Kosar, and D. Mudaari, "A Practical Guide to Ventilation Practices & Systems for Existing Buildings", Heating/Piping/Air Conditioning Engineering supplement to April/May 1999 issue. F.J. Offermann, P. Pasanen, "Workshop 18: Criteria for Cleaning of Air Handling Systems", Healthy Buildings 2000, Espoo, Finland, August 2000. F.J. Offermann, Session Summaries: Building Investigations, and Design & Construction, Healthy Buildings 2000, Espoo, Finland, August 2000. F.J. Offermann, "The IAQ Top 10", Engineered Systems,November, 2008. L. Kincaid and F.J. Offermann, "Unintended Consequences: Formaldehyde Exposures in Green Homes, AIHA Synergist, February, 2010. F.J. Offermann, " IAQ in Air Tight Homes", ASHRAE Journal,November, 2010. F.J. Offermann, "The Hazards of E-Cigarettes", ASHRAE Journal, June, 2014. PRESENTATIONS : "Low-Infiltration Housing in Rochester, New York: A Study of Air Exchange Rates and Indoor Air Quality," Presented at the International Symposium on Indoor Air Pollution, Health and Energy Conservation, Amherst, MA, October 13-16,1981. 12 Page 870 "Ventilation Efficiencies of Wall- or Window-Mounted Residential Air-to-Air Heat Exchangers," Presented at the American Society of Heating, Refrigeration, and Air Conditioning Engineers Summer Meeting, Washington, DC, June, 1983. "Controlling Indoor Air Pollution from Tobacco Smoke: Models and Measurements," Presented at the Third International Conference on Indoor Air Quality and Climate, Stockholm, Sweden, August 20-24, 1984. "Indoor Air Pollution: An Emerging Environmental Problem", Presented to the Association of Environmental Professionals, Bar Area/Coastal Region 1, Berkeley, CA, May 29, 1986. "Ventilation Measurement Techniques," Presented at the Workshop on Sampling and Analytical Techniques, Georgia Institute of Technology, Atlanta, Georgia, September 26, 1986 and September 25, 1987. "Buildings That Make You Sick: Indoor Air Pollution", Presented to the Sacramento Association of Professional Energy Managers, Sacramento, CA,November 18, 1986. "Ventilation Effectiveness and Indoor Air Quality", Presented to the American Society of Heating, Refrigeration, and Air Conditioning Engineers Northern Nevada Chapter, Reno, NV, February 18, 1987, Golden Gate Chapter, San Francisco, CA, October 1, 1987, and the San Jose Chapter, San Jose, CA, June 9, 1987. "Tracer Gas Techniques for Studying Ventilation," Presented at the Indoor Air Quality Symposium, Georgia Tech Research Institute, Atlanta, GA, September 22-24, 1987. "Indoor Air Quality Control: What Works, What Doesn't," Presented to the Sacramento Association of Professional Energy Managers, Sacramento, CA,November 17, 1987. "Ventilation Effectiveness and ADPI Measurements of a Forced Air Heating System," Presented at the American Society of Heating, Refrigeration, and Air Conditioning Engineers Winter Meeting, Dallas, Texas, January 31, 1988. "Indoor Air Quality, Ventilation, and Energy in Commercial Buildings", Presented at the Building Owners &Managers Association of Sacramento, Sacramento, CA, July 21, 1988. "Controlling Indoor Air Quality: The New ASHRAE Ventilation Standards and How to Evaluate Indoor Air Quality", Presented at a conference "Improving Energy Efficiency and Indoor Air Quality in Commercial Buildings," National Energy Management Institute, Reno,Nevada,November 4, 1988. "A Study of Diesel Fume Entrainment Into an Office Building," Presented at Indoor Air '89: The Human Equation: Health and Comfort, American Society of Heating, Refrigeration, and Air Conditioning Engineers, San Diego, CA, April 17-20, 1989. 13 Page 871 "Indoor Air Quality in Commercial Office Buildings," Presented at the Renewable Energy Technologies Symposium and International Exposition, Santa Clara, CA June 20, 1989. "Building Ventilation and Indoor Air Quality", Presented to the San Joaquin Chapter of the American Society of Heating, Refrigeration, and Air Conditioning Engineers, September 7, 1989. "How to Meet New Ventilation Standards: Indoor Air Quality and Energy Efficiency," a workshop presented by the Association of Energy Engineers; Chicago, IL, March 20-21, 1989; Atlanta, GA, May 25-26, 1989; San Francisco, CA, October 19-20, 1989; Orlando, FL, December 11-12, 1989; Houston, TX, January 29-30, 1990; Washington D.C., February 26-27, 1990; Anchorage, Alaska, March 23, 1990; Las Vegas, NV, April 23-24, 1990; Atlantic City, NJ, September 27-28, 1991; Anaheim, CA, November 19-20, 1991; Orlando, FL, February 28 - March 1, 1991; Washington, DC, March 20-21, 1991; Chicago, IL, May 16-17, 1991; Lake Tahoe, NV, August 15-16, 1991; Atlantic City, NJ, November 18-19, 1991; San Jose, CA, March 23-24, 1992. "Indoor Air Quality," a seminar presented by the Anchorage, Alaska Chapter of the American Society of Heating, Refrigeration, and Air Conditioning Engineers, March 23, 1990. "Ventilation and Indoor Air Quality", Presented at the 1990 HVAC & Building Systems Congress, Santa, Clara, CA, March 29, 1990. "Ventilation Standards for Office Buildings", Presented to the South Bay Property Managers Association, Santa Clara, May 9, 1990. "Indoor Air Quality", Presented at the Responsive Energy Technologies Symposium & International Exposition(RETSIE), Santa Clara, CA, June 20, 1990. "Indoor Air Quality - Management and Control Strategies", Presented at the Association of Energy Engineers, San Francisco Bay Area Chapter Meeting, Berkeley, CA, September 25, 1990. "Diagnosing Indoor Air Contaminant and Odor Problems", Presented at the ASHRAE Annual Meeting,New York City,NY, January 23, 1991. "Diagnosing and Treating the Sick Building Syndrome", Presented at the Energy 2001, Oklahoma, OK, March 19, 1991. "Diagnosing and Mitigating Indoor Air Quality Problems" a workshop presented by the Association of Energy Engineers, Chicago, IL, October 29-30, 1990; New York, NY, January 24-25, 1991; Anaheim, April 25-26, 1991; Boston, MA, June 10-11, 1991; Atlanta, GA, October 24-25, 1991; Chicago, IL, October 3-4, 1991; Las Vegas, NV, December 16-17, 1991; Anaheim, CA, January 30-31, 1992; Atlanta, GA, March 5-6, 1992; Washington, DC, May 7-8, 1992; Chicago, IL, August 19-20, 1992; Las Vegas, 14 Page 872 NV, October 1-2, 1992; New York City, NY, October 26-27, 1992, Las Vegas, NV, March 18-19, 1993; Lake Tahoe, CA, July 14-15, 1994; Las Vegas, NV, April 3-4, 1995; Lake Tahoe, CA, July 11-12, 1996; Miami, Fl, December 9-10, 1996. "Sick Building Syndrome and the Ventilation Engineer", Presented to the San Jose Engineers Club, May, 21, 1991. "Duct Cleaning: Who Needs It ? How Is It Done ? What Are The Costs T' What Are the Risks ?, Moderator of Forum at the ASHRAE Annual Meeting, Indianapolis ID, June 23, 1991. "Operating Healthy Buildings", Association of Plant Engineers, Oakland, CA, November 14, 1991. "Duct Cleaning Perspectives", Moderator of Seminar at the ASHRAE Semi-Annual Meeting, Indianapolis, IN, June 24, 1991. "Duct Cleaning: The Role of the Environmental Hygienist," ASHRAE Annual Meeting, Anaheim, CA, January 29, 1992. "Emerging IAQ Issues", Fifth National Conference on Indoor Air Pollution, University of Tulsa, Tulsa, OK, April 13-14, 1992. "International Symposium on Room Air Convection and Ventilation Effectiveness", Member of Scientific Advisory Board, University of Tokyo, July 22-24, 1992. "Guidelines for Contaminant Control During Construction and Renovation Projects in Office Buildings," Seminar paper at the ASHRAE Annual Meeting, Chicago, IL, January 26, 1993. "Outside Air Economizers: IAQ Friend or Foe", Moderator of Forum at the ASHRAE Annual Meeting, Chicago, IL, January 26, 1993. "Orientation to Indoor Air Quality," an EPA two and one half day comprehensive indoor air quality introductory workshop for public officials and building property managers; Sacramento, September 28-30, 1992; San Francisco, February 23-24, 1993; Los Angeles, March 16-18, 1993; Burbank, June 23, 1993; Hawaii, August 24-25, 1993; Las Vegas, August 30, 1993; San Diego, September 13-14, 1993; Phoenix, October 18-19, 1993; Reno,November 14-16, 1995; Fullerton, December 3-4, 1996; Fresno, May 13-14, 1997. "Building Air Quality: A Guide for Building Owners and Facility Managers," an EPA one half day indoor air quality introductory workshop for building owners and facility managers. Presented throughout Region IX 1993-1995. "Techniques for Airborne Disease Control", EPRI Healthcare Initiative Symposium; San Francisco, CA; June 7, 1994. 15 Page 873 "Diagnosing and Mitigating Indoor Air Quality Problems", CIHC Conference; San Francisco, September 29, 1994. "Indoor Air Quality: Tools for Schools," an EPA one day air quality management workshop for school officials, teachers, and maintenance personnel; San Francisco, October 18-20, 1994; Cerritos, December 5, 1996; Fresno, February 26, 1997; San Jose, March 27, 1997; Riverside, March 5, 1997; San Diego, March 6, 1997; Fullerton, November 13, 1997; Santa Rosa, February 1998; Cerritos, February 26, 1998; Santa Rosa, March 2, 1998. ASHRAE 62 Standard "Ventilation for Acceptable IAQ", ASCR Convention; San Francisco, CA, March 16, 1995. "New Developments in Indoor Air Quality: Protocol for Diagnosing IAQ Problems", AIHA-NC; March 25, 1995. "Experimental Validation of ASHRAE SPC 129, Standard Method of Measuring Air Change Effectiveness", 16th AIVC Conference, Palm Springs, USA, September 19-22, 1995. "Diagnostic Protocols for Building IAQ Assessment", American Society of Safety Engineers Seminar: `Indoor Air Quality—The Next Door'; San Jose Chapter, September 27, 1995; Oakland Chapter, 9, 1997. "Diagnostic Protocols for Building IAQ Assessment", Local 39; Oakland, CA, October 3, 1995. "Diagnostic Protocols for Solving IAQ Problems", CSU-PPD Conference; October 24, 1995. "Demonstrating Compliance with ASHRAE 62-1989 Ventilation Requirements", AIHA; October 25, 1995. "IAQ Diagnostics: Hands on Assessment of Building Ventilation and Pollutant Transport", EPA Region IX; Phoenix, AZ, March 12, 1996; San Francisco, CA, April 9, 1996; Burbank, CA, April 12, 1996. "Experimental Validation of ASHRAE 129P: Standard Method of Measuring Air Change Effectiveness", Room Vent `96 / International Symposium on Room Air Convection and Ventilation Effectiveness"; Yokohama, Japan, July 16-19, 1996. "IAQ Diagnostic Methodologies and RFP Development", CCEHSA 1996 Annual Conference, Humboldt State University, Arcata, CA, August 2, 1996. "The Practical Side of Indoor Air Quality Assessments", California Industrial Hygiene Conference `96, San Diego, CA, September 2, 1996. 16 Page 874 "ASHRAE Standard 62: Improving Indoor Environments", Pacific Gas and Electric Energy Center, San Francisco, CA, October 29, 1996. "Operating and Maintaining Healthy Buildings", April 3-4, 1996, San Jose, CA; July 30, 1997, Monterey, CA. "IAQ Primer", Local 39, April 16, 1997; Amdahl Corporation, June 9, 1997; State Compensation Insurance Fund's Safety & Health Services Department, November 21, 1996. "Tracer Gas Techniques for Measuring Building Air Flow Rates", ASHRAE, Philadelphia, PA, January 26, 1997. "How to Diagnose and Mitigate Indoor Air Quality Problems"; Women in Waste; March 19, 1997. "Environmental Engineer: What Is It?", Monte Vista High School Career Day; April 10, 1997. "Indoor Environment Controls: What's Hot and What's Not", Shaklee Corporation; San Francisco, CA, July 15, 1997. "Measurement of Ventilation System Performance Parameters in the US EPA BASE Study", Healthy Buildings/IAQ'97, Washington, DC, September 29, 1997. "Operations and Maintenance for Healthy and Comfortable Indoor Environments", PASMA; October 7, 1997. "Designing for Healthy and Comfortable Indoor Environments", Construction Specification Institute, Santa Rosa, CA,November 6, 1997. "Ventilation System Design for Good IAQ", University of Tulsa loth Annual Conference, San Francisco, CA, February 25, 1998. "The Building Shell", Tools For Building Green Conference and Trade Show, Alameda County Waste Management Authority and Recycling Board, Oakland, CA, February 28, 1998. "Identifying Fungal Contamination Problems In Buildings", The City of Oakland Municipal Employees, Oakland, CA, March 26, 1998. "Managing Indoor Air Quality in Schools: Staying Out of Trouble", CASBO, Sacramento, CA, April 20, 1998. "Indoor Air Quality", CSOOC Spring Conference, Visalia, CA, April 30, 1998. "Particulate and Gas Phase Air Filtration", ACGIH/OSHA, Ft. Mitchell, KY, June 1998. 17 Page 875 "Building Air Quality Facts and Myths", The City of Oakland / Alameda County Safety Seminar, Oakland, CA, June 12, 1998. "Building Engineering and Moisture", Building Contamination Workshop, University of California Berkeley, Continuing Education in Engineering and Environmental Management, San Francisco, CA, October 21-22, 1999. "Identifying and Mitigating Mold Contamination in Buildings", Western Construction Consultants Association, Oakland, CA, March 15, 2000; AIG Construction Defect Seminar, Walnut Creek, CA, May 2, 2001; City of Oakland Public Works Agency, Oakland, CA, July 24, 2001; Executive Council of Homeowners, Alamo, CA, August 3, 2001. "Using the EPA BASE Study for IAQ Investigation / Communication", Joint Professional Symposium 2000, American Industrial Hygiene Association, Orange County & Southern California Sections, Long Beach, October 19, 2000. "Ventilation," Indoor Air Quality: Risk Reduction in the 21 st Century Symposium, sponsored by the California Environmental Protection Agency/Air Resources Board, Sacramento, CA, May 3-4, 2000. "Workshop 18: Criteria for Cleaning of Air Handling Systems", Healthy Buildings 2000, Espoo, Finland, August 2000. "Closing Session Summary: `Building Investigations' and `Building Design & Construction', Healthy Buildings 2000, Espoo, Finland, August 2000. "Managing Building Air Quality and Energy Efficiency, Meeting the Standard of Care", BOMA, MidAtlantic Environmental Hygiene Resource Center, Seattle, WA, May 23ra, 2000; San Antonio, TX, September 26-27, 2000. "Diagnostics & Mitigation in Sick Buildings: When Good Buildings Go Bad," University of California Berkeley, September 18, 2001. "Mold Contamination: Recognition and What To Do and Not Do", Redwood Empire Remodelers Association; Santa Rosa, CA, April 16, 2002. "Investigative Tools of the IAQ Trade", Healthy Indoor Environments 2002; Austin, TX; April 22, 2002. "Finding Hidden Mold: Case Studies in IAQ Investigations", AIHA Northern California Professionals Symposium; Oakland, CA, May 8, 2002. "Assessing and Mitigating Fungal Contamination in Buildings", Cal/OSHA Training; Oakland, CA, February 14, 2003 and West Covina, CA, February 20-21, 2003. 18 Page 876 "Use of External Containments During Fungal Mitigation", Invited Speaker, ACGIH Mold Remediation Symposium, Orlando, FL,November 3-5, 2003. Building Operator Certification(BOC), 106-IAQ Training Workshops,Northwest Energy Efficiency Council; Stockton, CA, December 3, 2003; San Francisco, CA, December 9, 2003; Irvine, CA, January 13, 2004; San Diego, January 14, 2004; Irwindale, CA, January 27, 2004; Downey, CA, January 28, 2004; Santa Monica, CA, March 16, 2004; Ontario, CA, March 17, 2004; Ontario, CA, November 9, 2004, San Diego, CA, November 10, 2004; San Francisco, CA, November 17, 2004; San Jose, CA, November 18, 2004; Sacramento, CA, March 15, 2005. "Mold Remediation: The National QUEST for Uniformity Symposium", Invited Speaker, Orlando, Florida,November 3-5, 2003. "Mold and Moisture Control", Indoor Air Quality workshop for The Collaborative for High Performance Schools (CHPS), San Francisco, December 11, 2003. "Advanced Perspectives In Mold Prevention & Control Symposium", Invited Speaker, Las Vegas,Nevada,November 7-9, 2004. "Building Sciences: Understanding and Controlling Moisture in Buildings", American Industrial Hygiene Association, San Francisco, CA, February 14-16, 2005. "Indoor Air Quality Diagnostics and Healthy Building Design", University of California Berkeley, Berkeley, CA, March 2, 2005. "Improving IAQ = Reduced Tenant Complaints", Northern California Facilities Exposition, Santa Clara, CA, September 27, 2007. "Defining Safe Building Air", Criteria for Safe Air and Water in Buildings, ASHRAE Winter Meeting, Chicago, IL, January 27, 2008. "Update on USGBC LEED and Air Filtration", Invited Speaker, NAFA 2008 Convention, San Francisco, CA, September 19, 2008. "Ventilation and Indoor air Quality in New California Homes", National Center of Healthy Housing, October 20, 2008. "Indoor Air Quality in New Homes", California Energy and Air Quality Conference, October 29, 2008. "Mechanical Outdoor air Ventilation Systems and IAQ in New Homes", ACI Home Performance Conference, Kansas City, MO, April 29, 2009. "Ventilation and IAQ in New Homes with and without Mechanical Outdoor Air Systems", Healthy Buildings 2009, Syracuse, CA, September 14, 2009. 19 Page 877 "Ten Ways to Improve Your Air Quality", Northern California Facilities Exposition, Santa Clara, CA, September 30, 2009. "New Developments in Ventilation and Indoor Air Quality in Residential Buildings", Westcon meeting, Alameda, CA, March 17, 2010. "Intermittent Residential Mechanical Outdoor Air Ventilation Systems and IAQ", ASHRAE SSPC 62.2 Meeting, Austin, TX, April 19, 2010. "Measured IAQ in Homes", ACI Home Performance Conference, Austin, TX, April 21, 2010. "Respiration: IEQ and Ventilation", AIHce 2010, How IH Can LEED in Green buildings, Denver, CO, May 23, 2010. "IAQ Considerations for Net Zero Energy Buildings (NZEB)", Northern California Facilities Exposition, Santa Clara, CA, September 22, 2010. "Energy Conservation and Health in Buildings", Berkeley High SchoolGreen Career Week, Berkeley, CA, April 12, 2011. "What Pollutants are Really There ?", ACI Home Performance Conference, San Francisco, CA, March 30, 2011. "Energy Conservation and Health in Residences Workshop", Indoor Air 2011, Austin, TX, June 6, 2011. "Assessing IAQ and Improving Health in Residences", US EPA Weatherization Plus Health, September 7, 2011. "Ventilation: What a Long Strange Trip It's Been", Westcon, May 21, 2014. "Chemical Emissions from E-Cigarettes: Direct and Indirect Passive Exposures", Indoor Air 2014, Hong Kong, July, 2014. "Infectious Disease Aerosol Exposures With and Without Surge Control Ventilation System Modifications", Indoor Air 2014, Hong Kong, July, 2014. "Chemical Emissions from E-Cigarettes", IMF Health and Welfare Fair, Washington, DC, February 18, 2015. "Chemical Emissions and Health Hazards Associated with E-Cigarettes", Roswell Park Cancer Institute, Buffalo,NY, August 15, 2014. "Formaldehyde Indoor Concentrations, Material Emission Rates, and the CARB ATCM", Harris Martin's Lumber Liquidators Flooring Litigation Conference, WQ Minneapolis Hotel, May 27, 2015. 20 Page 878 "Chemical Emissions from E-Cigarettes: Direct and Indirect Passive Exposure", FDA Public Workshop: Electronic Cigarettes and the Public Health, Hyattsville, MD June 2, 2015. "Creating Healthy Homes, Schools, and Workplaces", Chautauqua Institution, Athenaeum Hotel, August 24, 2015. "Diagnosing IAQ Problems and Designing Healthy Buildings", University of California Berkeley, Berkeley, CA, October 6, 2015. "Diagnosing Ventilation and IAQ Problems in Commercial Buildings", BEST Center Annual Institute, Lawrence Berkeley National Laboratory, January 6, 2016. "A Review of Studies of Ventilation and Indoor Air Quality in New Homes and Impacts of Environmental Factors on Formaldehyde Emission Rates From Composite Wood Products", AIHce2016, May, 21-26, 2016. "Admissibility of Scientific Testimony", Science in the Court, Proposition 65 Clearinghouse Annual Conference, Oakland, CA, September 15, 2016. "Indoor Air Quality and Ventilation", ASHRAE Redwood Empire, Napa, CA, December 1, 2016. 21 Page 879 EXHIBIT B Shawn Smallwood, PhD 3108 Finch Street Davis, CA 95616 Rebecca Davis Lozeau I Drury LLP 1939 Harrison St., Suite 150 Oakland, CA 94612 17 August 2024 RE: Spruce &Red Oak Apartments Project Dear Ms. Davis, I write to comment on potential impacts to biological resources from the proposed Spruce and Red Oak Apartments Project,which I understand would add 176 residential units and 7,870 square feet of commercial space to 1.8 acres located on Spruce Ave and Red Oak Street in Rancho Cucamonga, California. I comment on the analyses of impacts to biological resources in ECORP Consulting (ECORP 2024) and the Attachment to Notice of Exemption Supplement Information. My qualifications for preparing expert comments are the following. I hold a Ph.D. degree in Ecology from University of California at Davis,where I also worked as a post- graduate researcher in the Department of Agronomy and Range Sciences. My research has been on animal density and distribution, habitat selection, wildlife interactions with the anthrosphere, and conservation of rare and endangered species. I authored many papers on these and other topics. I served as Chair of the Conservation Affairs Committee for The Wildlife Society—Western Section. I am a member of The Wildlife Society and Raptor Research Foundation, and I've lectured part-time at California State University, Sacramento. I was Associate Editor of wildlife biology's premier scientific journal, The Journal of Wildlife Management, as well as of Biological Conservation, and I was on the Editorial Board of Environmental Management. I have performed wildlife surveys in California for thirty-seven years. My CV is attached. SITE VISIT On my behalf, Noriko Smallwood, a wildlife biologist with a Master's Degree from California State University Los Angeles,visited the site of the proposed project for 3.07 hours from o6:10 to 09:14 hours on 1 August 2024. She walked the site's perimeter where accessible, stopping to scan for wildlife with use of binoculars. Noriko recorded all species of vertebrate wildlife she detected, including those whose members flew over the site or were seen nearby, off the site.Animals of uncertain species identity were either omitted or, if possible, recorded to the Genus or higher taxonomic level. Conditions were partly cloudy with 3 MPH north wind and temperatures of 65-790 F. The site contained primarily annual grass with a mature pine tree on the eastern side of the site. Ornamental shrubs and trees surrounded the site on adjacent properties (Photos 1 and 2). 1 Page 881 - -rill - - - Photos 1 and 2. Views of the project site, l August 2024. Photos by Noriko Smallwood. Noriko saw monarch (Photo 3), bushtit and mourning dove (Photos 4, 5, and 18), Eurasian collared-dove (Photo 6), northern mockingbird (Photos 7, 8, 9, 1o, 11, and 12), American kestrel (Photos 11 and 12), red-shouldered hawk and American crow(Photos 13, 14, and 19),Anna's hummingbird (Photo 15),American robin and barn swallow (Photos 16 and 17), California ground squirrel (Photo 20), great egret (Photo 21), Great Basin fence lizard (Photo 22), among the other species listed in Table 1. Noriko detected 25 species of vertebrate wildlife at or adjacent to the project site, including six species with special status (Table 1). Noriko Smallwood certifies that the foregoing and following survey results are true and accurately reported. Noriko Smallwood 2 Page 882 r yf A I qk r dip - ? r Job 46. A� Photo 3.Monarch resting on plants on the project site, 1 August 2024. Photo by Noriko Smallwood. Photos 4 and 5. Bushtit(left), and mourning dove (right)perched just off of the project site, 1 August 2024. Photos by Noriko Smallwood. 3 Page 883 PhotoEurasianI / / / I / over the project site, 1 August / Photo / Noriko Smallwood. f � r Page 884 i Photos 7, 8, 9 and lo.Northern mockingbird with multiple different prey items that it took to its nest just off of the project site, 1 August 2024. Photos by Noriko Smallwood. 1 � f Photos ii and 12. Northern mockingbird harassing an American kestrel on the project site, likely due to the mockingbird's nest nearby, 1 August 2024. Photos by Noriko Smallwood. 5 Page 885 Photos 13 and 14. Red-shouldered hawk (left), and American crow (right)flying over the project site, 1 August 2024. Photos by Noriko Smallwood. h, t/ � t�l 4� Photo 15.Anna's hummingbird on the project site, 1 August 2024. Photo by Noriko Smallwood. 6 Page 886 Photos 16 and 17.American robin (left), and barn swallow (right)flying over the project site, 1 August 2024. Photos by Noriko Smallwood. Photo 18.Mourning dove foraging on the project site, 1 August 2024. Photos by Noriko Smallwood. 7 Page 887 //r � / ��� '•,� M tom'`�., "If ' �J � V�•V _ '1.. , f M L ,yam _ Photos 19 • • 2o.American • • to the • • • • one of many California ground squirrels on the project site (right), 1 August 2024. Photos by Noriko Smallwood. • • 21. Greategretsflying just next to the project site, 1 AugustI Photo by Noriko Smallwood. Page ::: Photo 22. Great Basin fence lizard on the project site, 1 August 2024. Photo by Noriko Smallwood. 9 Page 889 Table 1. Species of wildlife Noriko observed during 3.07 hours of survey on 1 August 2024. Common name Species name Status' Notes Monarch Danaus lexippus FC Perched on shrubs, grass Sceloporus occidentalis Great Basin fence lizard lon i es Western side-blotched lizard Uta stansburiana ele ans Rock pigeon Columba livia Non-native Flew over Eurasian collared-dove Stre to elia decaocto Non-native Flew over Mourning dove Zenaida macroura Anna's hummingbird Cal to anna Allen's hummingbird Selas horns sasin BCC Double-crested cormorant Nanno terum auritum TWL Flew over just off site Great egret Ardea alba Flew over just off site Cooper's hawk Acci iter coo ern TWL, BOP Flew low over site Red-shouldered hawk Buteo lineatus BOP Flew over, perched nearby American kestrel Falco sparverius BOP Harassed by NOMO many times, perched on trees, caught a large insect on site Cassin's kingbird T rannus voci erans Just off site Black phoebe Sa ornis ni ricans Calling just off site American crow Corvus brach rh nchos Man Common raven Corvus corax Barn swallow Hirundo rustica Foraged over site Bushtit Psaltri arus minimus Foraged in tree Nesting just off site, gathered insects from site, Northern mockingbird Mimus polyglottos harassed American kestrel European starling Sturnus vul aris Non-native American robin Turdus mi ratorius 2 flew over House finch Haemor hous mexicanus Lesser goldfinch Sinus psaltria California groundsquirrel Otos ermo hilus beeche i Observed 7,likely more Botta's pocket gopher I Thomom s bottae Burrows ' Listed as FT or FE = federal threatened or endangered, CT or CE = California threatened or endangered, CFP = California Fully Protected (CFG Code 3511), SSC = California Species of Special Concern, BCC = U.S. Fish and Wildlife Service Bird of Conservation Concern, TWL = Taxa to Watch List (Shuford and Gardali 2008), and BOP = Birds of Prey(California Fish and Game Code 3503.5)• The species of wildlife Noriko detected at the project site comprised only a sampling of the species that were present during her survey. To demonstrate this, I fit a nonlinear regression model to Noriko's cumulative number of vertebrate species detected with time into her survey to predict the number of species that she would have detected with a longer survey or perhaps with additional biologists available to assist her. The model is a logistic growth model which reaches an asymptote that corresponds with the 10 Page 890 maximum number of vertebrate wildlife species that could have been detected during the survey. In this case, the model predicts 30 species of vertebrate wildlife were available to be detected on the morning of the ist, which left five species undetected during her survey(Figure 1). Figure 1. Actual and predicted 30 relationships between the (D number of _ao) 25 O vertebrate wildlife m O species detected 0 r and the elapsed 27 20 -01 survey time based = m _ on Noriko's visual-scan survey on 1 -- a 15 August 2024. O ® __= c 10 _ 1 > _ Y 0.033718+0.446328(X+ 1)-o.97as68 - 95% Cl of visual- E 5 scan surveys 2019-2024 =3 O Actual count of species CO) — Model prediction 01 rz = 0.97, loss = 24.7 0 50 100 150 200 250 300 Minutes into survey Unknown are the identities of those five species Noriko missed, but the pattern in her data indicates relatively high use of the project site compared to 53 surveys at other sites she and I have completed in the region. Compared to models fit to data Noriko and I collected from 53 other sites in the region between 2o19 and 2024, the data from the Spruce and Red Oaks Project site exceeded the upper bound of the 95% confidence interval of the rate of accumulated species detections with time into the survey(Figure 1). Importantly, however, the species Noriko did and did not detect on 1 August composed only a fraction of the species that would occur at the project site over the period of a year or longer. This is because many species are seasonal in their occurrence. At least a year's worth of surveys would be needed to more accurately report the number of vertebrate species that occur at the project site, but I only have Noriko's one survey. However, by use of an analytical bridge, a modeling effort applied to a large, robust data set from a research site can predict the number of vertebrate wildlife species that likely make use of the site over the longer term.As part of my research, I completed a much larger survey effort across 167 km2 of annual grasslands of the Altamont Pass Wind 11 Page 891 Resource Area, where from 2015 through 2019 I performed 721 1-hour visual-scan surveys, or 721 hours of surveys, at 46 stations. I used binoculars and otherwise the methods were the same as the methods I and other consulting biologists use for surveys at proposed project sites.At each of the 46 survey stations, I tallied new species detected with each sequential survey at that station, and then related the cumulative species detected to the hours (number of surveys, as each survey lasted 1 hour) used to accumulate my counts of species detected. I used combined quadratic and simplex methods of estimation in Statistics to estimate least-squares,best-fit nonlinear models of the number of cumulative species detected regressed on hours of survey(number of surveys) at the station: R = 1/Q+bx(Hours)c ' where R represented cumulative species richness detected. The coefficients of determination, r2, of the models ranged o.88 to 1.00, with a mean of 0.97(95% CI: 0.96, 0.98); or in other words, the models were excellent fits to the data. I projected the predictions of each model to thousands of hours to find predicted asymptotes of wildlife species richness. The mean model-predicted asymptote of species richness was 57 after 11,857 hours of visual-scan surveys among the 46 stations of my research site. I also averaged model predictions of species richness at each incremental increase of number of surveys, i.e., number of hours (Figure 2). On average I would have detected 12.9 species over my first 3.07 hours of surveys at my research site in the Altamont Pass (3.07 hours to match the 3.07 hours Noriko surveyed at the project site), which composed 22.6% of the predicted total number of species I would detect with a much larger survey effort at the research site. Given the example illustrated in Figure 2, the 25 species Noriko detected after her 3.07 hours of survey at the project site likely represented 22.6% of the species to be detected after many more visual-scan surveys over another year or longer. With many more repeat surveys through the year, Noriko would likely detect 25/0.226 = 111 species of vertebrate wildlife at the site.Assuming Noriko's ratio of special-status to non-special-status species was to hold through the detections of all ill predicted species, then continued surveys would eventually detect 27 special-status species of vertebrate wildlife. Because my prediction of ill species of vertebrate wildlife, including 27 special-status species of vertebrate wildlife, is derived from daytime visual-scan surveys, and would detect few nocturnal mammals such as bats, the true number of species composing the wildlife community of the site must be larger. Noriko's reconnaissance survey should serve only as a starting point toward characterization of the site's wildlife community, but it certainly cannot alone inform of the inventory of species that use the site. More surveys are needed than her one survey to inventory use of the project site by wildlife. Nevertheless, the large number of species I predict at the project site is indicative of a relatively species-rich wildlife community that warrants a serious survey effort. 12 Page 892 Figure 2. Mean (95% CI) 50 predicted wildlife species richness, R, as a nonlinear _ function of hour-long survey increments across 40 46 visual-scan survey stations across the Altamont Pass Wind 30 = _— Resource Area,Alameda U — _= and Contra Costa 8LO _- Counties, 2015-2019.Note m that the location of the '04 20 Z study is largely irrelevant � to the utility of the graph _6 to the interpretation of 0 survey outcomes at the 105 project site. It is the pattern in the data that is relevant, because the 0 pattern is typical of the 0 20 40 60 80 100 pattern seen elsewhere. Cumulative number of surveys (hours) EXISTING ENVIRNMENTAL SETTING The first step in analysis of potential project impacts to biological resources is to accurately characterize the existing environmental setting, including the biological species that use the site, their relative abundances, how they use the site, key ecological relationships, and known and ongoing threats to those species with special status.A reasonably accurate characterization of the environmental setting can provide the basis for determining whether the site holds habitat value to wildlife, as well as a baseline against which to analyze potential project impacts. For these reasons, characterization of the environmental setting, including the project site's regional setting, is one of CEQA's essential analytical steps. Methods to achieve this first step typically include (1) surveys of the site for biological resources, and (2) reviews of literature, databases and local experts for documented occurrences of special-status species. In the case of the proposed project, these required steps remain incomplete and misleading. Environmental Setting informed by Field Surveys To CEQA's primary objective to disclose potential environmental impacts of a proposed project, the analysis should be informed of which biological species are known to occur at the proposed project site, which special-status species are likely to occur, as well as the limitations of the survey effort directed to the site.Analysts need this information to characterize the environmental setting as a basis for opining on, or predicting, potential project impacts to biological resources. 13 Page 893 Two biologists from ECORP (2024) performed a reconnaissance survey of the project site on 1 March 2024 to document"the plant and wildlife species observed in the Study Area, paying special attention to those areas that could host sensitive vegetation communities or had the potential to provide suitable habitat for special-status plant and wildlife species," and to assess the site"for its ability to facilitate wildlife movement and for the presence of wildlife corridors."No detection surveys were implemented for special-status species of wildlife or plants. None of the plant species survey guidelines of CDFW(2018)were implemented. ECORP (2024) fails to report essential methodological details, such as the survey start time and survey duration. Both of these details affect the number of species detected and which of the species are detected (e.g., see Figures 1 and 2). No checklist is shared of habitat elements that the biologists might have used during their survey to assess likelihoods of occurrence of special-status species. No explanation is provided of whether or how animal behavior data or other evidence contributed to the biologist's assessment of the site for its importance to animal movement. It is therefore difficult to assess survey outcomes relative to survey effort and methods. ECORP (2024) reports having detected 17 species of vertebrate wildlife, six of which Noriko did not detect during her survey,whereas Noriko detected 25 species of vertebrate wildlife, 14 of which ECORP failed to detect. Noriko also detected Monarch, which ECORP failed to detect. It is not surprising that one survey team would detect species missed by another survey team, especially after only one survey was completed per team. The project site remains under-surveyed. The 31 combined species of vertebrate wildlife detected by both ECORPS and Noriko number fewer than a third of the species the model in Figure predicts based on diurnal visual-scan surveys. More surveys are warranted. The combined efforts of ECORP and Noriko detected seven special-status species of wildlife on the project site, including one species that is a federal candidate for listing (Monarch). The project site therefore provides habitat value to at least seven special- status species of wildlife, one of which is listed (candidate species are treated as listed species). Three of the species are raptors, which are naturally rare due to their positions at the top of the food chain.Another is Allen's hummingbird, which is listed by the U.S. Fish and Wildlife Service (USFWS) as a Bird of Conservation Concern (BCC). The list of BCC is of"all migratory nongame birds that without additional conservation action are likely to become candidates for listing under the Endangered Species Act (ESA) of 1973•" Factors contributing to this list are"population abundance and trends, threats on breeding and nonbreeding grounds, and size of breeding and nonbreeding ranges."A species with a narrow range is more likely to occur more rarely in North America's avifauna. If one sums the Partners-In-Flight (PIF) estimates of bird species across North America, one can readily calculate that Allen's hummingbirds are estimated to compose 0.01275% of all birds of species for which PIF made estimates.Allen's hummingbird numbers only 5.7% of the average abundance of bird species in North America. Assuming the estimates are reasonably accurate,Allen's hummingbird is one of the scarcest of North American birds,which is why USFWS assigned it as a Bird of Conservation Concern. Therefore, a Class 32 Categorical Exemption pursuant to CEQA 14 Page 894 Guidelines Section 15332 (In-Fill Development Projects)would be inappropriate for the proposed project due to the presence of a federal candidate for listing and of Allen's hummingbird, which is an exceedingly rare North American bird. I would argue that the Class 32 exemption is also inappropriate due to the presence of naturally rare species or raptors. Environmental Setting informed by Desktop Review The purpose of literature and database review and of consulting with local experts is to inform the field survey, and to augment interpretation of its outcome.Analysts need this information to identify which species are known to have occurred at or near the project site, and to identify which other special-status species could conceivably occur at the site due to geographic range overlap and migration flight paths. ECORP (2024) did not reportedly review eBird (https://eBird.org) or iNaturalist (https://www.inaturalist.org) for documented occurrence records at or near the project site. Instead, ECORP (2024) queried the California Natural Diversity Data Base (CNDDB) for documented occurrences of special-status species within the nearest CNDDB quadrangles. By doing so, ECORP (2024) screened out many special-status species from further consideration in the characterization of the wildlife community as part of the existing environmental setting. CNDDB is not designed to support absence determinations or to screen out species from characterization of a site's wildlife community.As noted by the CNDDB, "The CNDDB is a positive sighting database.It does not predict where something may be found. We map occurrences only where we have documentation that the species was found at the site. There are many areas of the state where no surveys have been conducted and therefore there is nothing on the map. That does not mean that there are no special status species present." ECORP (2024) misused CNDDB. The CNDDB relies entirely on volunteer reporting from biologists who were allowed access to whatever properties they report from. Many properties have never been surveyed by biologists. Many properties have been surveyed,but the survey outcomes never reported to the CNDDB. Many properties have been surveyed multiple times,but not all survey outcomes reported to the CNDDB. Furthermore, the CNDDB is interested only in the findings of special-status species, which means that species more recently assigned special status will have been reported many fewer times to CNDDB than were species assigned special status since the inception of the CNDDB. The lack of many CNDDB records for species recently assigned special status had nothing to do with whether the species' geographic ranges overlapped the project site,but rather more to do with the brief time for records to have accumulated since the species were assigned special status.And because negative findings are not reported to the CNDDB, the CNDDB cannot provide the basis for estimating occurrence likelihoods, either. In my assessment based on database reviews and site visits, 128 special-status species of wildlife are known to occur near enough to the site to warrant analysis of occurrence potential (Table 2). Of these 128 species, 6 (5%)were recorded on the project site, and another 26 (20%) species have been documented within 1.5 miles of the site (`Very 15 Page 895 close'), another 27(21%) within 1.5 and 4 miles (`Nearby'), and another 55 (43%)within 4 to 30 miles (`In region'). Nearly half(46%) of the species in Table 2 have been reportedly seen within 4 miles of the project site. The site therefore supports multiple special-status species of wildlife and carries the potential for supporting many more special-status species of wildlife based on proximity of recorded occurrences. The site is far richer in special-status species than is characterized in ECORP (2024). Only 41 (32%) of the species in Table 2 are analyzed for occurrence potential in ECORP (2024), having omitted from its analysis 87 (68%) of the species in Table 2. Of the species omitted from ECORP's analysis, five have been recorded on the project site, including four seen by Noriko (Monarch, red-shouldered hawk,American kestrel, and Allen's hummingbird), 20 have been recorded within 1.5 miles of the site, 21 have been recorded within four miles of the site, and 33 have been recorded between 4 and 30 miles of the site. Of the species analyzed for occurrence likelihood by ECORP (2024), only three are determined to have potential to occur, including one (Delhi sands flower- loving fly) assigned a low occurrence likelihood, and two (Crotch's bumble bee and burrowing owl) assigned moderate occurrence likelihood. Of the 38 species in Table 2 that ECORP (2024) determines absent, Noriko saw Cooper's hawk on the project site, and occurrence records place five within 1.5 miles,five within 4 miles, and 21 between 4 and 30 miles from the site. On the whole, ECORP's (2024) analyses of occurrence likelihoods are insufficiently accurate. Found on the site by Noriko were multiple special-status species left out of ECORP's analysis, as well as a species ECORP determines absent from the site. ECORP (2024:5) appropriately warns, "just because a record of a species does not exist in the databases does not mean it does not occur. In many cases, records may not be present in the databases because an area has not been surveyed for that species. Bat species, in particular, are often underrepresented in biological resources surveys and observations are commonly underreported in CNDDB due to the sensitivity of known bat-roost locations. The lack of recent CNDDB records for bat observations does not necessarily indicate a lack of special-status bat species'presence." However, only five pages later, ECORP (2024:1o) apparently forgets its own warning with the conclusion, "The remaining 45 species are presumed absent from the Project Site due to a lack of suitable habitat within the Project Site or nearby, the Project Site occurring outside the known range of the species, and/or a lack of documented occurrences."'As warned, a lack of documented occurrences cannot be interpreted as absence of the species. If the project site is outside the geographic range of the species, the species would not have been identified by the CNDDB query. The only viable factor that remains would be ECORP's determination that the site does not provide habitat. However, no explanations are reported of how or why the project site does not provide habitat to these species. 'Whereas ECORP(2024)analyzes the occurrence likelihoods of 45 species, my Table 2 omits 7 of them for being highly unlikely to occur. 16 Page 896 Table 2. Occurrence likelihoods of special-status bird species at or near the proposed project site, according to eBird/iNaturalist records (https://eBird.org, https://www.inaturalist.org) and on-site survey findings, where `Very close'indicates within 1.5 miles of the site, "nearby"indicates within 1.5 and 4 miles, and "in region"indicates within 4 and 30 miles, and `in range'means the species'geographic range overlaps the site. ECORP (2024) Data base Common name Species name Status' Occurrence records, potentials Site visits Delhi sands flower-loving fly Rha hiomidas terminatus abdominalis FE Low In region Monarch Danaus plexippus FC On site uino checkers of butterfly Eu h dr as editha quino FE Absent In range Crotch's bumble bee Bombus crotchii CCE Moderate Nearby Westerns adefoot Sea hammondii SSC Absent In region Arroyo toad Anaxyrus calf ornicus FE, SSC In region Western pond turtle Em s marmorata SSC Absent In region Blainville's horned lizard Phr nosoma blainvillii SSC Absent In region Orange-throated whi tail As idoscelis hyperythra WL Absent In region Coastal whi tail As idoscelis ti ris ste'ne eri SSC Absent Nearby San Die an legless lizard Anniella stebbinsi SSC Absent In region California glossy snake Arizona ele ans occidentalis SSC Absent In region Coastpatch-nosed snake Salvadora hexale is vir ultea SSC In region Two-striped gartersnake Thamno his hammondii SSC Absent In region South coast gartersnake Thamno his sirtalis pop. 1 SSC In region Red-diamond rattlesnake Crotalus ruber SSC Absent In region Brant Branta bernicla SSC2 In region Cackling goose (Aleutian) Branta hutchinsii leuco areia WL In region Redhead A th a americana SSC2 Nearby Western grebe Aechmo horns occidentalis BCC Nearby Clark's grebe Aechmo horns clarkii BCC Nearby Westernyellow-billed cuckoo Cocc zus americanus occidentalis FT, CE, BCC In region Black swift Cypseloides ni er SSC3, BCC Absent In region Vaux's swift Chaetura vauxi SSC2, BCC Very close Costa's hummingbird Cal to costae BCC Very close Rufous hummingbird Selas horns rufus BCC Very close 17 Page 897 ECORP (2024) Database Common name Species name Status' Occurrence records, potentials Site visits Allen's hummingbird Selas horus sasin BCC On site American avocet2 Recurvirostra americana BCC Nearby Mountain plover Charadrius montanus SSC2, BCC In region Snowy lover Charadrius nivosus BCC In region Whimbrel2 Numenius phaeopus BCC In region Long-billed curlew Numenius americanus WL Nearby Marbled godwit Limosa edoa BCC In region Short-billed dowitcher Limnodromus griseus BCC In region Willet Trin a semi almata BCC In region Laughing ull Leuco haeus atricilla WL In region Heermann's gull Larus heermanni BCC In region Western gull Larus occidentalis BCC In region California gull Larus calf ornicus BCC,WL Very close California least tern Sternula antillarum browni FE, CE, FP In region Black tern Chlidonias ni er SSC2, BCC In region Black skimmer R ncho s ni er BCC, SSC3 In region Common loon Gavia immer SSC In region Double-crested cormorant Phalacrocorax auritus WL Very close American white pelican Pelacanus er throrh nchos SSC1, BCC Very close California brown pelican Pelecanus occidentalis calf ornicus FP In region Least bittern Ixobr chus exilis SSC2 In region White-faced ibis Ple adis chihi WL Nearby Turkey vulture Cathartes aura BOP Very close Osprey Pandion haliaetus WL, BOP Nearby White-tailed kite Elanus luecurus CFP, BOP Absent In region Golden eagle Aquila chrysaetos BGEPA, CFP, Absent Very close BOP,WL Northern harrier Circus c aneus BCC, SSC3, BOP Very close Sharp-shinned hawk Acci iter striatus WL, BOP Very close Cooper's hawk Acci iter coo erii WL, BOP Absent On site 18 Page 898 ECORP (2024) Data base Common name Species name Status' Occurrence records, potentials Site visits Bald eagle Haliaeetus leucoce halus CE, BGEPA Nearby Red-shouldered hawk Buteo lineatus BOP On site Swainson's hawk Buteo swainsoni CT, BOP Absent Very close Red-tailed hawk Buteo 'amaicensis BOP Very close Ferruginous hawk Buteo re alis WL, BOP Very close Zone-tailed hawk Buteo albonotatus BOP In region Harris'hawk Parabuteo unicinctus WL, BOP In region Rough-legged hawk Buteo la o us BOP In region Barn owl T to alba BOP Very close Western screech-owl Me asco s kennicotti BOP Nearby Great horned owl Bubo uir inianus BOP Very close Burrowing owl Athene cunicularia BCC, SSC2, BOP Moderate Very close Long-eared owl Asio otus BCC, SSC3, BOP Absent In region Short-eared owl Asia ammeus BCC, SSC3, BOP In range Lewis's woodpecker Melaner es lewis BCC Nearby Nuttall's woodpecker Picoides nuttallii BCC On site American kestrel Falco s arverius BOP On site Merlin Falco columbarius WL, BOP Very close Peregrine falcon Falco peregrinus BOP Very close Prairie falcon Falco mexicanus WL, BOP Nearby Olive-sided flycatcher Conto us coo eri BCC, SSC2 Nearby Willow flycatcher Em idonax trailii CE Very close Southwestern willow flycatcher Em idonax traillii extimus FE, CE Absent In region Vermilion flycatcher Pyrocephalus rubinus SSC2 Nearby Least Bell's vireo Vireo bellii pusillus FE, CE Absent Nearby Loggerhead shrike Lanius ludouicianus SSC2 Nearby Oak titmouse Baeolo hus inornatus BCC Very close California horned lark Eremophila alpestris actia WL Nearby Bank swallow Riparia riparia CT Nearby Purple martin Progne subis SSC2 In region 19 Page 899 ECORP (2024) Data base Common name Species name Status' Occurrence records, potentials Site visits Wrentit Chamaea fasciata BCC Very close California gnatcatcher Polio tila c. cali ornica FT, SSC2 Absent In region California thrasher Toxostoma redivivum BCC Very close Cassin's finch Haemorhous cassinii BCC Nearby Lawrence's goldfinch Sinus lawrencei BCC Absent Very close Grasshopper sparrow Ammodramus savannarum SSC2 Absent In region Black-chinned sparrow S izella atro ularis BCC Nearby Gray-headed junco Junco h emalis canice s WL In region Bell's sparrow Am his iza b. belli WL Absent Nearby Southern California rufous- Aimophila ruficeps canescens WL Absent Very close crowned sparrow Yellow-breasted chat Icteria virens SSC3 Absent Nearby Yellow-headed blackbird Xanthoce halus xanthoce halus SSC3 In region Bullock's oriole Icterus bullockii BCC Very close Tricolored blackbird A elaius tricolor CT, BCC, SSC1 Absent Nearby Luc 's warbler Leiothlypis luciae SSC3, BCC In region Virginia's warbler Leiothlypis vir iniae WL, BCC Nearby Yellow warbler Seto ha a petechia SSC2 Absent Very close Summer tanager Piran a rubra SSC1 Nearby Pallid bat Antrozous pallidus SSC,WBWG:H Absent In range Townsend's big-eared bat Cor norhinus townsendii SSC,WBWG:H In region Silver-haired bat Lasion cteris noctiva ans WBWG:M In range Spotted bat Euderma maculatum SSC,WBWG:H In range Hoary bat Lasiurus cinereus WBWG:M Absent In region Western yellow bat Lasiurus xanthinus SSC,WBWG:H Absent In region Western small-footed m otis M otis cililabrum WBWG:M In range Miller's m otis M otis evotis WBWG:M Nearby Little brown m otis M otis lucifugus WBWG:M In range Fringed m otis M otis th sanodes WBWG:H In range Long-legged m otis M otis volans WBWG:H In region 20 Page 900 ECORP (2024) Data base Common name Species name Status' Occurrence records, potentials Site visits Yuma m otis M otis uumanensis WBWG:LM In region Western mastiff bat Eumo s perotis SSC, WBWG:H Absent In range Pocketed free-tailed bat N ctinomo s emorosaccus SSC, WBWG:M Absent In range Mexican free-tailed bat Tadarida brasiliensis WBWG:L In region San Diego black-tailed jackrabbit Le us calf ornicus bennettii SSC Absent In region Northwestern San Diego pocket Chaetodipus fallax fallax SSC Absent In region mouse Pallid San Diego pocket mouse Chaetodi us allax pallidus SSC Absent In range White-eared pocket mouse Pero nathus alticola alticola SSC In range Los Angeles pocket mouse Pero nathus lon imembris breuinasus SSC Absent In range Southern grasshopper mouse On chom s torridus ramona SSC In range San Bernardino kangaroo rat Di odour s merriami aruus FE, CCE, SSC Absent In region Stephens'kangaroo rat Di odour s ste hensi FE, CT Absent In region San Diego desert woodrat Neotoma le ida intermedia SSC Absent In region American badger Taxidea taxus ISSC I I In region 1 Listed as FT or FE = federal threatened or endangered, FC = federal candidate for listing, BCC = U.S. Fish and Wildlife Service Bird of Conservation Concern, CT or CE = California threatened or endangered, CCT or CCE = Candidate California threatened or endangered, CFP = California Fully Protected (California Fish and Game Code 3511), SSC = California Species of Special Concern (not threatened with extinction, but rare,very restricted in range, declining throughout range, peripheral portion of species' range, associated with habitat that is declining in extent), SSC1, SSC2 and SSC3 = California Bird Species of Special Concern priorities 1, 2 and 3, respectively(Shuford and Gardali 2oo8),WL = Taxa to Watch List (Shuford and Gardali 2oo8), and BOP = Birds of Prey (CFG Code 3503.5), and WBWG = Western Bat Working Group with priority rankings, of low(L), moderate (M), and high (H). 2 Uncertain if BCC based on 2021 Bird of Conservation Concern list. 21 Page 901 A Class 32 Categorical Exemption pursuant to CEQA Guidelines Section 15332 (In-Fill Development Projects) would be inappropriate for the proposed project due to the resulting loss of habitat value to breeding birds that are protected by the MBTA and MBPA. Moreover, a Class 32 Exemption would be inappropriate due to the potential presence of three listed or rare species considered by ECORP (2024) to be potentially present, including the federally Endangered Delhi sands flower-loving fly, the candidate California Endangered Crotch's bumble bee, and the burrowing owl, which is under petition for listing as Threatened under the California Endangered Species Act (Miller 2024). POTENTIAL BIOLOGICAL IMPACTS An impacts analysis should consider whether and how a proposed project would affect members of a species, larger demographic units of the species, the whole of a species, and ecological communities. The accuracy of this analysis depends on an accurate characterization of the existing environmental setting. In the case of the proposed project, the existing environmental setting has not been accurately characterized, and several important types of potential project impacts have been inadequately analyzed. These types of impacts include habitat loss, interference with wildlife movement, and wildlife-automobile collision mortality. HABITAT LOSS Habitat loss results in a reduced productive capacity of affected wildlife species,but ECORP (2024) makes no attempt to estimate this lost capacity for any of the wildlife species potentially affected. In the case of birds, two methods exist for estimating the loss of productive capacity that would be caused by the project. One method would involve surveys to count the number of bird nests and chicks produced. The alternative method would be to infer productive capacity from estimates of total nest density elsewhere. Because the project is located within an area that has undergone severe habitat fragmentation, the habitat that remains in fragmented patches probably no longer supports its original productive capacity of wildlife (Smallwood 2015). However, several studies have estimated total avian nest density at locations that had likewise been highly fragmented. Two study sites in grassland/wetland/woodland complexes within agricultural matrices had total bird nesting densities of 32.8 and 35.8 nests per acre (Young 1948,Yahner 1982)for an average 34.3 nests per acre. To acquire a total nest density closer to conditions in California, Noriko and I surveyed various patches of vegetation cover in northern and southern California throughout the breeding seasons Of 2023 and 2024. The most relevant study sites to the vegetation covers on the project site consisted of a 4.83-acre patch of grassland in Murrieta, CA,where Noriko estimated 0.62 nests/acre in 2024, and a 3.13-acre patch of grassland in Murrieta, CA,where she estimated 3.8 nests/acre.Applying the mean of these estimates to the 1.8 acres of mostly annual grassland would predict 4 nest sites on the project site.Assuming the Aleppo pine on the site adds another 4 nest sites would bring the total to 8 nest sites per year. Assuming 1.39 broods per nest site, which is the average among 322 North American 22 Page 902 bird species I asked Noriko to review,then I predict the project would cost California ii nest attempts/year. The loss of 8 nest sites and ii nest attempts per year would qualify as significant impacts that have not been analyzed by the City. But the impacts would not end with the immediate loss of nest sites. The reproductive capacity of the site would be lost. The average number of fledglings per nest in Young's (1948) study was 2.9.Assuming Young's (1948) study site typifies bird productivity,the project would prevent the production of 32 fledglings per year.Assuming an average bird generation time of 5 years, the lost capacity of both breeders and annual fledgling production can be estimated from an equation in Smallwood (2022): {(nests/year x chicks/nest x number of years) + (2 adults/nest x nests/year) x (number of years -years/generation)} (number of years) = 35 birds per year denied to California. The loss of 35 birds per year would be a loss of considerable habitat value that is currently provided by the project site. Most if not all of these birds are protected by the federal Migratory Bird Treaty Act and by California's Migratory Bird Protection Act, both of which most strongly protect breeding migratory birds. Therefore, a Class 32 Categorical Exemption pursuant to CEQA Guidelines Section 15332 (In-Fill Development Projects) would be inappropriate for the proposed project due to the resulting loss of habitat value to rare breeding birds that are protected by the MBTA and MBPA.Allen's hummingbird,which very likely nests in the Aleppo pine, easily qualifies as a rare breeding bird on site, and one whose survival and reproduction in the wild of the project site would be in immediate jeopardy as a result of the project. Another species that might nest in the Aleppo pine is Cooper's hawk,which Noriko saw on the project site. ECORP (2024) acknowledges that the Aleppo pine could support nesting raptors. Cooper's hawk might be one of those raptors.According to the population estimates made by Partners-In-Flight, Cooper's hawks are estimated to compose o.0085% of all birds of species for which PIF made estimates. Cooper's hawks number only 3.9% of the average abundance of bird species in North America.Assuming the estimates are reasonably accurate, the Cooper's hawk is one of the scarcest of North American birds. The project and its elimination of the Aleppo pine would jeopardize the survival and reproduction of Cooper's hawk— a rare species — at and around the project site. INTERFERENCE WITH WILDLIFE MOVEMENT One of CEQA's principal concerns regarding potential project impacts is whether a proposed project would interfere with wildlife movement in the region. Unfortunately, ECORP's (2024) analysis of whether the project would interfere with wildlife movement in the region is flawed and misleading.According to ECORP (2024:37), "Project Site is not considered a linkage or corridor between natural habitat areas," due to the anthropogenic disturbances, its situation within an urbanized area, and its lack of drainages or washes. ECORP's analysis is obviously limited to non-volant species of wildlife and to the existence of linear features that are often thought of as potential wildlife movement corridors. However,whether the site functions as a wildlife 23 Page 903 movement corridor or is located within a corridor is not the only consideration when it comes to the standard CEQA Checklist question of whether the project would interfere with wildlife movement in the region. The primary phrase of the CEQA standard goes to wildlife movement regardless of whether the movement is channeled by a corridor. Birds are obviously using the site, so they are able to travel to and from the site. Most of the birds recorded at the site are migratory birds, and the site is one of the last remaining patches of open space available to any of these and other birds that need to move through the region. The project site is important to wildlife movement in the region. Moreover, the conclusions regarding whether the site functions as a corridor or is located within a corridor lack supporting evidence. ECORP (2024) reports no survey methodology designed to determine whether wildlife rely on the site for movement in the region. There was no sampling regime. There was no program of observation to record wildlife movement patterns, nor to quantify them or to qualitatively assess them. Based on what is reported, ECORP (2024) did not record or measure wildlife movement in any way. The conclusions of ECORP (2024) regarding wildlife movement on the project site are speculative and conclusory. TRAFFIC IMPACTS TO WILDLIFE Project-generated traffic would endanger wildlife that must, for various reasons, cross roads used by the project's traffic to get to and from the project site (Photos 23-25), including along roads far from the project footprint. Vehicle collisions have accounted for the deaths of many thousands of amphibian, reptile, mammal, bird, and arthropod fauna, and the impacts have often been found to be significant at the population level (Forman et al. 2003).Across North America traffic impacts have taken devastating tolls on wildlife (Forman et al. 2003). In Canada, 3,562 birds were estimated killed per loo km of road per year (Bishop and Brogan 2013), and the US estimate of avian mortality on roads is 2,200 to 8,405 deaths per loo km per year, or 89 million to 340 million total per year (Loss et al. 2014). Local impacts can be more intense than nationally. The nearest study of traffic-caused wildlife mortality was performed along a 2.5-mile stretch of Vasco Road in Contra Costa County, California. Fatality searches in this study found 1,275 carcasses of 49 species of mammals,birds, amphibians and reptiles over 15 months of searches (Mendelsohn et al. 2009). This fatality number needs to be adjusted for the proportion of fatalities that were not found due to scavenger removal and searcher error. This adjustment is typically made by placing carcasses for searchers to find (or not find) during their routine periodic fatality searches. This step was not taken at Vasco Road (Mendelsohn et al. 2oo9), but it was taken as part of another study next to Vasco Road (Brown et al. 2o16). Brown et al.'s (2016) adjustment factors for carcass persistence resembled those of Santos et al. (2011).Also applying searcher detection rates from Brown et al. (2o16), the adjusted total number of fatalities was estimated at 12,187 animals killed by traffic on the road. This fatality number over 1.25 years and 2.5 miles of road translates to 3,900 wild animals per mile per year. In terms comparable to the national estimates, the estimates from the Mendelsohn et al. (2009) study would translate to 243,74o animals killed per loo km of road per year, or 29 times that of Loss 24 Page 904 et al.'s (2014) upper bound estimate and 68 times the Canadian estimate.An analysis is needed of whether increased traffic generated by the project site would similarly result in local impacts on wildlife. Photo 23.A Gambel's quail dashes - across a road on 3 April 2O21. Such road crossings are usually successful, but too often prove fatal to the animal. Photo by Noriko Smallwood. -- Photo 24. Mourning dove killed by vehicle on a California road. Photo by Noriko Smallwood, 21 June 2020. ,, ' « � 1 i Photo 25. Raccoon killed on Road 31 just east of Highway 505 in Solano County. Photo taken on Io November 2018. For wildlife vulnerable to front-end collisions and crushing under tires, road mortality can be predicted from the study of Mendelsohn et al. (2oo9) as a basis, although it would be helpful to have the availability of more studies like that of Mendelsohn et al. (2oo9) at additional locations. My analysis of the Mendelsohn et al. (2oo9) data resulted in an estimated 3,9Oo animals killed per mile along a county road in Contra Costa County. Two percent of the estimated number of fatalities were birds, and the balance was composed of 34% mammals (many mice and pocket mice, but also ground squirrels, desert cottontails, striped skunks,American badgers, raccoons, and others), 52.3% amphibians (large numbers of California tiger salamanders and California red- legged frogs, but also Sierran treefrogs, western toads, arboreal salamanders, slender salamanders and others), and 11.7 reptiles (many western fence lizards, but also skinks, alligator lizards, and snakes of various species).VMT is useful for predicting 25 Page 905 wildlife mortality because I was able to quantify miles traveled along the studied reach of Vasco Road during the time period of the Mendelsohn et al. (2oo9), hence enabling a rate of fatalities per VMT that can be projected to other sites, assuming similar collision fatality rates. Predicting project-generated traffic impacts to wildlife The City's Attachment to Notice of Exemption Supplement Information reports no prediction of annual VMT,but I can infer the annual VMT from the average of annual VMT predicted for three other apartment projects I reviewed as an expert. These three apartment projects were Prairie Station in Inglewood, Glen Ivy Senior Community in southwest Riverside County, and Gateway at the Oaks in Thousand Oaks. The average of these three was 26 annual VMT per square foot. The City's Attachment to Notice of Exemption Supplement Information also fails to report the square footage of the residential floor space,but a schematic of one floor would indicate 117,627 square feet. Applying my mean annual VMT per square foot to my estimate of the square feet in the project's residential units would predict 3,058,302 annual VMT. During the Mendelsohn et al. (2009) study, 19,500 cars traveled Vasco Road daily, so the vehicle miles that contributed to my estimate of non-volant fatalities was 19,500 cars and trucks x 2.5 miles x 365 days/year x 1.25 years = 22,242,187.5 vehicle miles per 12,187 wildlife fatalities, or 1,825 vehicle miles per fatality. This rate divided into the predicted annual VMT would predict 1,676 vertebrate wildlife fatalities per year. Based on my analysis, the project-generated traffic would cause substantial, significant impacts to wildlife. The City does not analyze this potential impact, nor does it propose to mitigate it. Mitigation measures to improve wildlife safety along roads are available and are feasible, and they need exploration for their suitability with the proposed project. Given the predicted level of project-generated, traffic-caused mortality, and the lack of any proposed mitigation, it is my opinion that the proposed project would result in potentially significant adverse biological impacts. BIRD-WINDOW COLLISIONS The project would add 176 residential units to open space that is currently habitat to many birds. These new residences would present glass windows to birds attempting to use an essential portion of their habitat —that portion of the gaseous atmosphere that is referred to as the aerosphere (Davy et al. 2017, Diehl et al. 2017). The aerosphere is where birds and bats and other volant animals with wings migrate, disperse, forage, perform courtship and where some of them mate. Birds are some of the many types of animals that evolved wings as a morphological adaptation to thrive by moving through the medium of the aerosphere. The aerosphere is habitat. Indeed, an entire discipline of ecology has emerged to study this essential aspect of habitat —the discipline of aeroecology(Kunz et al. 2oo8). The project would add a 7-story, go-foot-tall building with glass windows and glass railings. The renderings of the building depict the glass as both transparent and reflective — the two qualities of glass known to increase the risk of lethal bird-window 26 Page 906 collisions. The renderings depict interior light glaring out of the windows after the sun has set, representative of another factor known to contribute to bird-window collision mortality. The renderings also depict vegetation growing on and very close to the building, which is another recognized factor that contributes to bird-window collision mortality. Despite all these previews of a bird-window collision problem, ECORP (2024) gives it no attention, and neither does the City's Attachment to Notice of Exemption Supplement Information. Many special-status species of birds have been recorded at or near the aerosphere of the project site. My database review and Noriko's and ECORP's site visits indicate there are 87 special-status species of birds with potential to use the site's aerosphere (Table 2). All of the birds represented in Table 2 can quickly fly from wherever they have been documented to the project site, so they would all be within brief flights to the proposed project's windows.At the California Academy of Sciences,the glass facades facing adjacent gardens killed 0.077 and o.086 birds per m2 of glass per year (Kahle et al. 2016),which might not look like large numbers at first read,but which translate to large numbers of dead birds when projected to the extent of glass on the project (see below). This study also documented many Allen's hummingbird collisions as well,which is significant to the project because Noriko observed Allen's hummingbird on the site. Window collisions are often characterized as either the second or third largest source or human-caused bird mortality. The numbers behind these characterizations are often attributed to Klem's (1990) and Dunn's (1993) estimates of about ioo million to 1 billion bird fatalities in the USA, or more recently by Loss et al.'s (2014) estimate of 365-988 million bird fatalities in the USA or Calvert et al.'s (2013) and Machtans et al.'s (2013) estimates of 22.4 million and 25 million bird fatalities in Canada, respectively. The proposed project would impose windows in the airspace normally used by birds. Glass-facades of buildings intercept and kill many birds,but are differentially hazardous to birds based on spatial extent, contiguity, orientation, and other factors.At Washington State University,Johnson and Hudson (1976) found 266 bird fatalities of 41 species within 73 months of monitoring of a three-story glass walkway(no fatality adjustments attempted). Prior to marking the windows to warn birds of the collision hazard, the collision rate was 84.7 per year.At that rate, and not attempting to adjust the fatality estimate for the proportion of fatalities not found, 4,574 birds were likely killed over the 54 years since the start of their study, and that's at a relatively small building fagade.Accounting for the proportion of fatalities not found, the number of birds killed by this walkway over the last 54 years would have been about 14,270.And this is just for one 3-story, glass-sided walkway between two college campus buildings. Klem's (1990) estimate was based on speculation that 1 to io birds are killed per building per year, and this speculated range was extended to the number of buildings estimated by the US Census Bureau in 1986. Klem's speculation was supported by fatality monitoring at only two houses, one in Illinois and the other in New York.Also, the basis of his fatality rate extension has changed greatly since 1986. Whereas his estimate served the need to alert the public of the possible magnitude of the bird- window collision issue, it was highly uncertain at the time and undoubtedly outdated 27 Page 907 more than three decades hence. Indeed,by 2010 Klem (2010) characterized the upper end of his estimated range - 1 billion bird fatalities — as conservative. Furthermore, the estimate lumped species together as if all birds are the same and the loss of all birds to windows has the same level of impact. By the time Loss et al. (2014) performed their effort to estimate annual USA bird- window fatalities, many more fatality monitoring studies had been reported or were underway. Loss et al. (2014) incorporated many more fatality rates based on scientific monitoring, and they were more careful about which fatality rates to include. However, they included estimates based on fatality monitoring by homeowners,which in one study were found to detect only 38% of the available window fatalities (Bracey et al. 2016). Loss et al. (2014) excluded all fatality records lacking a dead bird in hand, such as injured birds or feather or blood spots on windows. Loss et al.'s (2014) fatality metric was the number of fatalities per building (where in this context a building can include a house,low-rise, or high-rise structure),but they assumed that this metric was based on window collisions. Because most of the bird-window collision studies were limited to migration seasons, Loss et al. (2014) developed an admittedly assumption-laden correction factor for making annual estimates.Also, only 2 of the studies included adjustments for carcass persistence and searcher detection error, and it was unclear how and to what degree fatality rates were adjusted for these factors.Although Loss et al. (2014) attempted to account for some biases as well as for large sources of uncertainty mostly resulting from an opportunistic rather than systematic sampling data source, their estimated annual fatality rate across the USA was highly uncertain and vulnerable to multiple biases, most of which would have resulted in fatality estimates biased low. In my review of bird-window collision monitoring, I found that the search radius around homes and buildings was very narrow, usually 2 meters. Based on my experience with bird collisions in other contexts, I would expect that a large portion of bird-window collision victims would end up farther than 2 m from the windows, especially when the windows are higher up on tall buildings. In my experience, searcher detection rates tend to be low for small birds deposited on ground with vegetation cover or woodchips or other types of organic matter.Also,vertebrate scavengers entrain on anthropogenic sources of mortality and quickly remove many of the carcasses, thereby preventing the fatality searcher from detecting these fatalities.Adjusting fatality rates for these factors — search radius bias, searcher detection error, and carcass persistence rates —would greatly increase nationwide estimates of bird-window collision fatalities. Buildings can intercept many nocturnal migrants as well as birds flying in daylight.As mentioned above, Johnson and Hudson (1976) found 266 bird fatalities of 41 species within 73 months of monitoring of a four-story glass walkway at Washington State University(no adjustments attempted for undetected fatalities). Somerlot (2003) found 21 bird fatalities among 13 buildings on a university campus within only 61 days. Monitoring twice per week, Hager at al. (2008) found 215 bird fatalities of 48 species, or 55 birds/building/year, and at another site they found 142 bird fatalities of 37 species for 24 birds/building/year. Gelb and Delacretaz (2Oo9) recorded 5,4Oo bird fatalities under buildings in New York City,based on a decade of monitoring only during migration periods, and some of the high-rises were associated with hundreds of 28 Page 908 fatalities each. Klem et al. (2009) monitored 73 building fagades in New York City during 114 days of two migratory periods,tallying 549 collision victims, nearly 5 birds per day. Borden et al. (2010) surveyed a 1.8 km route 3 times per week during 12-month period and found 271 bird fatalities of 50 species. Parkins et al. (2015) found 35 bird fatalities of 16 species within only 45 days of monitoring under 4 building fagades. From 24 days of survey over a 48-day span, Porter and Huang (2015) found 47 fatalities under 8 buildings on a university campus. Sabo et al. (2016) found 27 bird fatalities over 61 days of searches under 31 windows. In San Francisco, Kahle et al. (2016) found 355 collision victims within 1,762 days under a 5-story building. Ocampo-Penuela et al. (2016) searched the perimeters of 6 buildings on a university campus, finding 86 fatalities after 63 days of surveys. One of these buildings produced 61 of the 86 fatalities, and another building with collision-deterrent glass caused only 2 of the fatalities, thereby indicating a wide range in impacts likely influenced by various factors. There is ample evidence available to support my prediction that the proposed project would result in many collision fatalities of birds. Project Impact Prediction By the time of these comments, I had reviewed and processed results of bird collision monitoring at 213 buildings and fagades for which bird collisions per m2 of glass per year could be calculated and averaged (Johnson and Hudson 1976, O'Connell 2001, Somerlot 2003, Hager et al. 20o8, Borden et al. 2010, Hager et al. 2013, Porter and Huang 2015, Parkins et al. 2015, Kahle et al. 2016, Ocampo-Penuela et al. 2016, Sabo et al. 2016, Barton et al. 2017, Gomez-Moreno et al. 2018, Schneider et al. 2018, Loss et al. 2019, Brown et al. 2020, City of Portland Bureau of Environmental Services and Portland Audubon 2020, Riding et al. 2020). These study results averaged 0.073 bird deaths per m2 of glass per year (95% CI: 0.042-0.102). This average and its 95% confidence interval provide a robust basis for predicting fatality rates at a proposed new project. Based on the renderings of the proposed new building, I measured window and glass rail extents to estimate the building would expose birds to 1,611 m2 of exterior glass. Applying the mean fatality rate (above) to my estimate of 1,611 m2 of window glass in the project, I predict annual bird deaths of 118 (95% CI: 68-164). Relying on the mean fatality rates from the closest building studied for bird-window collision mortality, the fatality rate at the California Academy of Sciences would predict a mean fatality rate of 124 to 139 birds per year. The vast majority of these predicted deaths would be of birds protected under the Migratory Bird Treaty Act and under the California Migratory Bird Protection Act,thus causing significant unmitigated impacts. Given the predicted level of bird-window collision mortality, and the lack of any proposed mitigation, it is my opinion that the proposed project would result in potentially significant adverse biological impacts, including the unmitigated take of both terrestrial and aerial habitat of birds and other sensitive species. Not only would the project take habitat of rare and sensitive species of birds,but it would transform the building's airspace into a lethal collision trap to birds. 29 Page 909 CUMULATIVE IMPACTS ECORP (2024) does not analyze let alone mention cumulative impacts. The City's Attachment to Notice of Exemption Supplement Information simply states, "The proposed project would not combine with other activities or development projects in the area that would result in cumulative impacts. ... due to the project site's relatively small scale and the nature of the proposed project, no significant cumulatively considerable impacts are anticipated..." The City provides no more than a conclusory analysis of cumulative impacts, and certainly no analysis directed to biological resources. Eliminating one of the last remaining patches of open space in the project area would nearly culminate the process of habitat fragmentation in the area, qualifying the project as one contributing cumulative impacts to many species of wildlife. MITIGATION Focused Breeding-Season Burrowing Owl Surveys per CDFW(2012) The City's Attachment to Notice of Exemption Supplement Information reports that because habitat is available to burrowing owls on the project site, the CDFW's (2012) breeding-season survey protocol would be implemented. There are three problems with this measure. First, the CDFW(2012) survey protocol is intended to precede the environmental review in order to inform the environmental review. Performing the survey after the environmental review would be too late for the surveys to serve their intended role in the review. The second problem is related to the first in that the focused breeding season survey is treated as a preconstruction survey, which it is not. The third problem is that the focused breeding-season survey is treated as a mitigation measure, which it is not.A focused breeding season survey is warranted by the presence of California ground squirrels and their burrows, and it needs to be implemented prior to and in support of a proper CEQA review. Delhi Sands Flower-Loving Fly Habitat Suitability Assessment As with the burrowing owl breeding-season surveys, a habitat assessment for Delhi Sands Flower-loving fly is intended to precede the CEQA review in order to support the review. Performing a habitat assessment after the review would be improperly timed and of no value to the environmental review, as it would bypass public participation with the review process as well as the decision-making process. Crotch Bumble Bee (CBS) Preconstruction Surveys Preconstruction surveys fail to provide the same probability of detection of properly- timed protocol-level detection surveys. The City's Attachment to Notice of Exemption Supplement Information inappropriately replaces detection surveys with preconstruction surveys, thereby skipping the more effective detection surveys altogether. Moreover, whatever the results of preconstruction surveys, they cannot avoid the permanent loss of habitat capacity that would result from the project. The City neither predicts this lost capacity nor proposes any measure to mitigate it. 30 Page 910 Pre-construction Nesting Bird Survey The preconstruction survey for nesting birds is presented as a direct take avoidance measure, whereby"measures will be implemented to avoid or minimize potential Project-related impacts to active nests." The first problem with this measure is that it is recommended rather than required. Another problem is that it implies that the detection rate of nesting birds within a time period close to the start of construction (the measure does not specify this time period) would be anywhere close to the detection rate of a protocol-level detection survey performed across the nesting season. It would not be. What is needed are adequate detection surveys for nesting birds that are completed prior to the appropriate CEQA review, which would not be a Class 32 Exemption. Yet another problem with the measure is that is applies only to direct take of nesting birds fortunate enough to be seen by preconstruction survey personnel, but it entirely neglects the losses of productive capacity resulting from habitat destruction. I earlier predicted that the habitat loss would deny California 35 birds per year. This prediction should be used to inform the formulation of appropriate compensatory mitigation. Finally, the mitigation language allows a single individual to make subjective decisions, outside the public's view, to determine the buffer areas for each species. This measure lacks objective criteria, and is unenforceable. Pre-Construction Rare Plant Survey Whereas the rare plant surveys are supposed to be completed before the circulation of the CEQA review in order to disclose potential impacts, in this case the City times the survey after the City's Attachment to Notice of Exemption Supplement Information City's Attachment to Notice of Exemption Supplement Information, and therefore fails to disclose potential impacts to rare plants. Another problem with the measure is that it would not be required to meet the minimum standards of the available guidelines on rare plant surveys (CDFW 2018). RECOMMENDED MEASURES Construction Monitoring: Should the project go forward, qualified biologists should be required to monitor construction impacts to wildlife. However, it should also be required that the monitor completes a report of the findings of construction monitoring. All cases of potential construction harm to wildlife should be reported to US Fish and Wildlife/California Department of Fish and Wildlife, and to the City, along with what was done to prevent or minimize or rectify injuries. All injuries and fatalities should be reported to the same parties, along with the disposition of any remains. The report be made available to the public. Pest Control: The Project should commit to no use of rodenticides and avicides. It should commit to no placement of poison bait stations outside the building. 31 Page 911 Guidelines on Building Design to Minimize Bird-Window Collisions: If the Project goes forward, it should adhere to available Bird-Safe Guidelines, such as those prepared by American Bird Conservancy and New York and San Francisco. The American Bird Conservancy(ABC) produced an excellent set of guidelines recommending actions to: (1) Minimize use of glass; (2) Placing glass behind some type of screening (grilles, shutters, exterior shades); (3) Using glass with inherent properties to reduce collisions, such as patterns, window films, decals or tape; and(4) Turning off lights during migration seasons (Sheppard and Phillips 2015). The City of San Francisco (San Francisco Planning Department 2011) also has a set of building design guidelines, based on the excellent guidelines produced by the New York City Audubon Society(Orff et al. 2007). The ABC document and both the New York and San Francisco documents provide excellent alerting of potential bird-collision hazards as well as many visual examples. New research results inform of the efficacy of marking windows. Whereas Klem (1990) found no deterrent effect from decals on windows, Johnson and Hudson (1976) reported a fatality reduction of about 69% after placing decals on windows. In an experiment of opportunity, Ocampo-Pefiuela et al. (2016) found only 2 of 86 fatalities at one of 6 buildings —the only building with windows treated with a bird deterrent film.At the building with fritted glass,bird collisions were 82%lower than at other buildings with untreated windows. Kahle et al. (2016) added external window shades to some windowed fagades to reduce fatalities 82% and 95%. Brown et al. (2020) reported an 84%lower collision probability among fritted glass windows and windows treated with ORNILUX R UV. City of Portland Bureau of Environmental Services and Portland Audubon (2020) reduced bird collision fatalities 94%by affixing marked Solyx window film to existing glass panels of Portland's Columbia Building. Many external and internal glass markers have been tested experimentally, some showing no effect and some showing strong deterrent effects (Klem 1989, 1990, 2009, 2011; Klem and Saenger 2013; R6ssler et al. 2015). For example, Feather Friendly® circular adhesive markers applied in a grid pattern across all windows reduced bird-window collision mortality by 95% in one study(Riggs et al. 2023) and by 95% in another(de Groot et al. 2021). Another study tested the efficacy of two filmshades to be applied exteriorly to windows prior to installations: BirdShades increased bird-window avoidance by 47% and Haverkamp increased avoidance by 39% (Swaddle et al. 2023). Monitoring and the use of compensatory mitigation should be incorporated at any new building project because the measures recommended in the available guidelines remain of uncertain efficacy, and even if these measures are effective, they will not reduce collision fatalities to zero. The only way to assess mitigation efficacy and to quantify post-construction fatalities is to monitor newly constructed buildings or homes for fatalities. Road Mortality: Compensatory mitigation is needed for the increased wildlife mortality that would be caused by project-generated road traffic in the region. I suggest that this mitigation be directed toward funding research to identify fatality patterns and effective impact reduction measures such as reduced speed limits and wildlife under- crossings or overcrossings of particularly dangerous road segments. Compensatory 32 Page 912 mitigation can also be provided in the form of donations to wildlife rehabilitation facilities (see below). Fund Wildlife Rehabilitation Facilities: Compensatory mitigation ought also to include funding contributions to wildlife rehabilitation facilities to cover the costs of injured animals that will be delivered to these facilities for care. Many animals would likely be injured by collisions with automobiles and windows and by depredation attempts by house cats and dogs. Landscaping: If the Project goes forward, California native plant landscaping (i.e., grassland and locally appropriate scrub plants) should be considered to be used as opposed to landscaping with lawn and exotic shrubs and trees. Native plants offer more structure, cover, food resources, and nesting substrate for wildlife than landscaping with lawn and ornamental trees. Native plant landscaping has been shown to increase the abundance of arthropods which act as importance sources of food for wildlife and are crucial for pollination and plant reproduction (Narango et al. 2017,Adams et al. 2020, Smallwood and Wood 2022.). Further, many endangered and threated insects require native host plants for reproduction and migration, e.g., monarch butterfly.Around the world, landscaping with native plants over exotic plants increases the abundance and diversity of birds, and is particularly valuable to native birds (Lerman and Warren 2011, Burghardt et al. 2008, Berthon et al. 2021, Smallwood and Wood 2022). Landscaping with native plants is a way to maintain or to bring back some of the natural habitat and lessen the footprint of urbanization by acting as interconnected patches of habitat for wildlife (Goddard et al. 2009, Tallamy 2020). Lastly, not only does native plant landscaping benefit wildlife, it requires less water and maintenance than traditional landscaping with lawn and hedges. Thank you for your consideration, ,14, 49,f) Shawn Smallwood, Ph.D. LITERATURE CITED Adams, B. J., E. Li, C.A. Bahlai, E. K. Meineke, T. P. McGlynn, and B. V. Brown. 2020. Local and landscape-scale variables shape insect diversity in an urban biodiversity hot spot. Ecological Applications 30(4):eo2089. 10.1002/eap.2089 Barton, C. M., C. S. Riding, and S. R. Loss. 2017. Magnitude and correlates of bird collisions at glass bus shelters in an urban landscape. Plos One 12. (6): eo178667. https:/Idoi.org/lo.l.'171/journal.pone.0178667 Basilio, L. G., D. J. Moreno, and A, J. Piratelli. 2020. Main causes of bird-window collisions: a review.Anais da Academia Brasileira de Ciencias 92(1): e20180745 DOI 10.1590/0001-3765202020180745• 33 Page 913 Berthon, K., F. Thomas, and S. Bekessy. 2021. The role of`nativenes' in urban greening to support animal biodiversity. Landscape and Urban Planning 205:103959• https://doi.org/1o.lol6/j.landurbplan.2020.103A5A Bishop, C. A. and J. M. Brogan. 2013. Estimates of Avian Mortality Attributed to Vehicle Collisions in Canada.Avian Conservation and Ecology 8:2. http://dx.doi.org/10..r,7.r,l/ACE-oo6O4-o8O2O2. Borden, W. C., O. M. 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Window area and development drive spatial variation in bird-window collisions in an urban landscape. PLoS ONE 8(1): e53371. doi:10.1371/journal.pone.0053371 Johnson, R. E., and G. E. Hudson. 1976. Bird mortality at a glassed-in walkway in Washington State. Western Birds 7:99-107. Kahle, L. Q., M. E. Flannery, and J. P. Dumbacher. 2016. Bird-window collisions at a west-coast urban park museum: analyses of bird biology and window attributes from Golden Gate Park, San Francisco. PLoS ONE 11(1):e144600 DOI 10.1371/journal.pone.0144600. 35 Page 915 Klem, D., Jr. 1989. Bird-window collisions. Wilson Bulletin 101:606-620. Klem, D., Jr. 1990. Collisions between birds and windows: mortality and prevention. Journal of Field Ornithology 61:120-128. Klem, D., Jr. 2009. Preventing bird-window collisions. The Wilson Journal of Ornithology 121:314-321. Klem, D., Jr. 2011. Evaluating the effectiveness of Acopian Birdsavers to deter or prevent bird-glass collisions. Unpublished report. Klem, D., Jr. and P. G. Saenger. 2013. Evaluating the effectiveness of select visual signals to prevent bird-window collisions. The Wilson Journal of Ornithology 125:406-411. Kunz, T. H., S. A. Gauthreaux Jr., N. I. Hristov, J. W. Horn, G. Jones, E. K.V. Kalko, R. P. Larkin, G. F. McCracken, S. M. Swartz, R. B. Srygley, R. Dudley, J. K. Westbrook, and M. Wikelski. 2008.Aeroecology: probing and modelling the aerosphere. Integrative and Comparative Biology 48:1-11. doi:10.1093/icb/icno37 Lerman, S. B. and P. S. Warren. 2011. The conservation value of residential yards: linking birds and people. Ecological Applications 21:1327-1339• Loss, S. R., T. Will, and P. P. Marra. 2014. Estimation of bird-vehicle collision mortality on U.S. roads. Journal of Wildlife Management 78:763-771. Loss, S. R., T. Will, S. S. Loss, and P. P. Marra. 2014. Bird—building collisions in the United States: Estimates of annual mortality and species vulnerability. The Condor: Ornithological Applications 116:8-23. DOI: 10.165o/CONDOR-13-090.1 Loss, S. R., S. Lao, J. W. Eckles,A. W.Anderson, R. B. Blair, and R. J. Turner. 2019. Factors influencing bird-building collisions in the downtown area of a major North American city. PLoS ONE 14(11): e0224164. https:/Zdoi.org/1o.1371Zjournal. pone.0224164 Machtans, C. S., C. H. R. Wedeles, and E. M. Bayne. 2013.A first estimate for Canada of the number of birds killed by colliding with building windows.Avian Conservation and Ecology 8(2):6. http://dx.doi.org/1o.5751/ACE-oo568-080206 Mendelsohn, M., W. Dexter, E. Olson, and S. Weber. 2009. Vasco Road wildlife movement study report. Report to Contra Costa County Public Works Department, Martinez, California. Miller, J. 2024. Petition Before the California Fish and Game Commission to list California populations of the Western Burrowing Owl (Athene cunicularia hypugaea) as Endangered or Threatened Under the California Endangered Species 36 Page 916 Act. Center for Biological Diversity, Defenders of Wildlife, Burrowing Owl Preservation Society, Santa Clara Valley Audubon Society, Urban Bird Foundation, Central Valley Bird Club, San Bernardino Valley Audubon Society. Narango, D. L., D. W. Tallamy, and P. P. Marra. 2017. Native plants improve breeding and foraging habitat for an insectivorous bird. Biological Conservation 213:42-50. Ocampo-Penuela, N., R. S. Winton, C. J. Wu, E. Zambello, T. W. Wittig and N. L. Cagle . 2016. Patterns of bird-window collisions inform mitigation on a university campus. PeerJ4:e1652;DOIlo.7717/peerj.1652 O'Connell, T. J. 2001. Avian window strike mortality at a suburban office park. The Raven 72:141-149• Orff, K., H. Brown, S. Caputo, E. J. McAdams, M. Fowle, G. Phillips, C. DeWitt, and Y. Gelb. 2007. Bird-safe buildings guidelines. New York City Audubon, New York. Parkins, K. L., S. B. Elbin, and E. Barnes. 2015. Light, glass, and bird—building collisions in an urban park. Northeastern Naturalist 22:84-94• Porter,A., and A. Huang. 2015. Bird collisions with glass: UBC pilot project to assess bird collision rates in Western North America. UBC Social Ecological Economic Development Studies (SEEDS) Student Report. Report to Environment Canada, UBC SEEDS and UBC BRITE. Riding, C. S., T. J. O'Connell, and S. R. Loss. 2020. Building facade-level correlates of bird—window collisions in a small urban area. The Condor: Ornithological Applications 122:1-14. Riggs, G. J., C. M. Barton, C. S. Riding, T. J. O'Conne111, and S. R. Loss. 2023. Field-testing effectiveness of window markers in reducing bird-window collisions. Urban Ecosystems (2023) 26:713-723. https://doi.org/lo.1007/sll252-022-01304- w R6ssler, M., E. Nemeth, and A. Bruckner. 2015. Glass pane markings to prevent bird- window collisions: less can be more. Biologia 70: 535-541. DOI: 10.1515/biolog- 2015-0057 Sabo,A. M., N. D. G. Hagemeyer,A. S. Lahey, and E. L. Walters. 2016. Local avian density influences risk of mortality from window strikes. PeerJ 4:e2170; DOI 10.7717/peerj.2170 San Francisco Planning Department. 2011. Standards for bird-safe buildings. San Francisco Planning Department, City and County of San Francisco, California. 37 Page 917 Santos, S. M., F. Carvalho, and A. Mira. 2011. How long do the dead survive on the road? Carcass persistence probability and implications for road-kill monitoring surveys. PLoS ONE 6(9): e25383. doi:10.1371/journal.pone.0025383 Schneider, R. M., C. M. Barton, K. W. Zirkle, C. F. Greene, and K. B. Newman. 2018. Year-round monitoring reveals prevalence of fatal bird-window collisions at the Virginia Tech Corporate Research Center. PeerJ 6:e4562 https:/Idoi.org/10-7717- peerj.4r,62 Sheppard, C., and G. Phillips. 2015. Bird-friendly building design, end Ed., American Bird Conservancy, The Plains, Virginia. Shuford,W. D., and T. Gardali, [eds.]. 2008. California bird species of special concern: a ranked assessment of species, subspecies, and distinct populations of birds of immediate conservation concern in California. Studies of Western Birds 1. Western Field Ornithologists, Camarillo, California. Smallwood, K. S. 2015. Habitat fragmentation and corridors. Pages 84-101 in M. L. Morrison and H. A. Mathewson, Eds., Wildlife habitat conservation: concepts, challenges, and solutions. John Hopkins University Press, Baltimore, Maryland, USA. Smallwood, K. S. 2022. Utility-scale solar impacts to volant wildlife. Journal of Wildlife Management: e22216. https://doi.org/10.1002/jwmg.22216 Smallwood, N.L. and E.M. Wood. 2022. The ecological role of native plant landscaping in residential yards to urban wildlife. Ecosphere 2022;e436o. Somerlot, K. E. 2003. Survey of songbird mortality due to window collisions on the Murray State University campus. Journal of Service Learning in Conservation Biology 1:1-19. Swaddle, J. P., B. Brewster, M. Schuyler, and A. Su. 2023. Window films increase avoidance of collisions by birds but only when applied to external compared with internal surfaces of windows. PeerJ 11:e14676 http:/Zdoi.org/io.77i7/Peerj.14676 Tallamy, D.W. 2020. Nature's Best Hope: A New Approach to Conservation that Starts in Your Yard. Timber Press. Wood, E. M., and S. Esaian. 2020. The importance of street trees to urban avifauna. Ecological Applications. we02149- Yahner, R. H. 1982.Avian nest densities and nest-site selection in farmstead shelterbelts. The Wilson Bulletin 94:156-175. Young, H. 1948.A comparative study of nesting birds in a five-acre park. The Wilson Bulletin 61:36-47. 38 Page 918 Kenneth Shawn Smallwood Curriculum Vitae 3108 Finch Street Born May 3, 1963 in Davis, CA 95616 Sacramento, California. Phone (530) 756-4598 Married, father of two. Cell (530) 601-6857 pumagdcn.org Ecologist Expertise • Finding solutions to controversial problems related to wildlife interactions with human industry, infrastructure, and activities; • Wildlife monitoring and field study using GPS, thermal imaging, behavior surveys; • Using systems analysis and experimental design principles to identify meaningful ecological patterns that inform management decisions. Education Ph.D. Ecology, University of California, Davis. September 1990. M.S. Ecology, University of California, Davis. June 1987. B.S. Anthropology, University of California, Davis. June 1985. Corcoran High School, Corcoran, California. June 1981. Experience • 668 professional publications, including: • 88 peer reviewed publications • 24 in non-reviewed proceedings • 554 reports, declarations, posters and book reviews • 8 in mass media outlets • 87 public presentations of research results Editing for scientific journals: Guest Editor, Wildlife Society Bulletin, 2012-2013, of invited papers representing international views on the impacts of wind energy on wildlife and how to mitigate the impacts. Associate Editor,Journal of Wildlife Management, March 2004 to 30 June 2007. Editorial Board Member,Environmental Management, 10/1999 to 8/2004. Associate Editor, Biological Conservation, 9/1994 to 9/1995. Member, Alameda County Scientific Review Committee (SRC), August 2006 to April 2011. The five-member committee investigated causes of bird and bat collisions in the Altamont Pass Wind Resource Area, and recommended mitigation and monitoring measures. The SRC reviewed the science underlying the Alameda County Avian Protection Program, and advised 1 Page 919 Smallwood CV 2 the County on how to reduce wildlife fatalities. Consulting Ecologist, 2004-2007, California Energy Commission(CEC). Provided consulting services as needed to the CEC on renewable energy impacts, monitoring and research, and produced several reports. Also collaborated with Lawrence-Livermore National Lab on research to understand and reduce wind turbine impacts on wildlife. Consulting Ecologist, 1999-2013, U.S. Navy. Performed endangered species surveys, hazardous waste site monitoring, and habitat restoration for the endangered San Joaquin kangaroo rat, California tiger salamander, California red-legged frog, California clapper rail, western burrowing owl, salt marsh harvest mouse, and other species at Naval Air Station Lemoore; Naval Weapons Station, Seal Beach, Detachment Concord; Naval Security Group Activity, Skaggs Island; National Radio Transmitter Facility, Dixon; and,Naval Outlying Landing Field Imperial Beach. Part-time Lecturer, 1998-2005, California State University, Sacramento. Instructed Mammalogy, Behavioral Ecology, and Ornithology Lab, Contemporary Environmental Issues,Natural Resources Conservation. Senior Ecologist, 1999-2005, BioResource Consultants. Designed and implemented research and monitoring studies related to avian fatalities at wind turbines, avian electrocutions on electric distribution poles across California, and avian fatalities at transmission lines. Chairman, Conservation Affairs Committee, The Wildlife Society--Western Section, 1999-2001. Prepared position statements and led efforts directed toward conservation issues, including travel to Washington, D.C. to lobby Congress for more wildlife conservation funding. Systems Ecologist, 1995-2000, Institute for Sustainable Development. Headed ISD's program on integrated resources management. Developed indicators of ecological integrity for large areas, using remotely sensed data, local community involvement and GIS. Associate, 1997-1998, Department of Agronomy and Range Science, University of California, Davis. Worked with Shu Geng and Mingua Zhang on several studies related to wildlife interactions with agriculture and patterns of fertilizer and pesticide residues in groundwater across a large landscape. Lead Scientist, 1996-1999,National Endangered Species Network. Informed academic scientists and environmental activists about emerging issues regarding the Endangered Species Act and other environmental laws. Testified at public hearings on endangered species issues. Ecologist, 1997-1998, Western Foundation of Vertebrate Zoology. Conducted field research to determine the impact of past mercury mining on the status of California red-legged frogs in Santa Clara County, California. Senior Systems Ecologist, 1994-1995, EIP Associates, Sacramento, California. Provided consulting services in environmental planning, and quantitative assessment of land units for their conservation and restoration opportunities basedon ecological resource requirements of 29 special-status species. Developed ecological indicators for prioritizing areas within Yolo County Page 920 Smallwood CV 3 to receive mitigation funds for habitat easements and restoration. Post-Graduate Researcher, 1990-1994, Department of Agronomy and Range Science, U.C. Davis. Under Dr. Shu Geng's mentorship, studied landscape and management effects on temporal and spatial patterns of abundance among pocket gophers and species of Falconiformes and Carnivora in the Sacramento Valley. Managed and analyzed a data base of energy use in California agriculture. Assisted with landscape (GIS) study of groundwater contamination across Tulare County, California. Work experience in graduate school: Co-taught Conservation Biology with Dr. Christine Schonewald, 1991 & 1993, UC Davis Graduate Group in Ecology; Reader for Dr. Richard Coss's course on Psychobiology in 1990, UC Davis Department of Psychology; Research Assistant to Dr. Walter E. Howard, 1988-1990, UC Davis Department of Wildlife and Fisheries Biology, testing durable baits for pocket gopher management in forest clearcuts; Research Assistant to Dr. Terrell P. Salmon, 1987-1988, UC Wildlife Extension, Department of Wildlife and Fisheries Biology, developing empirical models of mammal and bird invasions in North America, and a rating system for priority research and control of exotic species based on economic, environmental and human health hazards in California. Student Assistant to Dr. E. Lee Fitzhugh, 1985-1987, UC Cooperative Extension, Department of Wildlife and Fisheries Biology, developing and implementing statewide mountain lion track count for long-term monitoring. Fulbright Research Fellow, Indonesia, 1988. Tested use of new sampling methods for numerical monitoring of Sumatran tiger and six other species of endemic felids, and evaluated methods used by other researchers. Projects Repowering wind energy projects through careful siting of new wind turbines using map-based collision hazard models to minimize impacts to volant wildlife. Funded by wind companies (principally NextEra Renewable Energy, Inc.), California Energy Commission and East Bay Regional Park District, I have collaborated with a GIS analyst and managed a crew of five field biologists performing golden eagle behavior surveys and nocturnal surveys on bats and owls. The goal is to quantify flight patterns for development of predictive models to more carefully site new wind turbines in repowering projects. Focused behavior surveys began May 2012 and continue. Collision hazard models have been prepared for seven wind projects, three of which were built. Planning for additional repowering projects is underway. Test avian safety of new mixer-ejector wind turbine (MEWT). Designed and implemented a before- after, control-impact experimental design to test the avian safety of a new, shrouded wind turbine developed by Ogin Inc. (formerly known as FloDesign Wind Turbine Corporation). Supported by a $718,000 grant from the California Energy Commission's Public Interest Energy Research program and a 20%match share contribution from Ogin, I managed a crew of seven field biologists who performed periodic fatality searches and behavior surveys, carcass detection trials, nocturnal behavior surveys using a thermal camera, and spatial analyses with the collaboration of a GIS analyst. Field work began 1 April 2012 and ended 30 March 2015 without Ogin installing its MEWTs,but we still achieved multiple important scientific advances. Page 921 Smallwood CV 4 Reduce avian mortality due to wind turbines at Altamont Pass. Studied wildlife impacts caused by 5,400 wind turbines at the world's most notorious wind resource area. Studied how impacts are perceived by monitoring and how they are affected by terrain, wind patterns, food resources, range management practices, wind turbine operations, seasonal patterns, population cycles, infrastructure management such as electric distribution, animal behavior and social interactions. Reduce avian mortality on electric distribution poles. Directed research toward reducing bird electrocutions on electric distribution poles, 2000-2007. Oversaw 5 founds of fatality searches at 10,000 poles from Orange County to Glenn County, California, and produced two large reports. Cook et al. v. Rockwell International et al.,No. 90-K-181 (D. Colorado). Provided expert testimony on the role of burrowing animals in affecting the fate of buried and surface-deposited radioactive and hazardous chemical wastes at the Rocky Flats Plant, Colorado. Provided expert reports based on four site visits and an extensive document review of burrowing animals. Conducted transect surveys for evidence of burrowing animals and other wildlife on and around waste facilities. Discovered substantial intrusion of waste structures by burrowing animals. I testified in federal court in November 2005, and my clients were subsequently awarded a $553,000,000 judgment by a jury. After appeals the award was increased to two billion dollars. Hanford Nuclear Reservation Litigation. Provided expert testimony on the role of burrowing animals in affecting the fate of buried radioactive wastes at the Hanford Nuclear Reservation, Washington. Provided three expert reports based on three site visits and extensive document review. Predicted and verified a certain population density of pocket gophers on buried waste structures, as well as incidence of radionuclide contamination in body tissue. Conducted transect surveys for evidence of burrowing animals and other wildlife on and around waste facilities. Discovered substantial intrusion of waste structures by burrowing animals. Expert testimony and declarations on proposed residential and commercial developments, gas-fired power plants, wind, solar and geothermal projects, water transfers and water transfer delivery systems, endangered species recovery plans, Habitat Conservation Plans and Natural Communities Conservation Programs. Testified before multiple government agencies, Tribunals, Boards of Supervisors and City Councils, and participated with press conferences and depositions. Prepared expert witness reports and court declarations, which are summarized under Reports (below). Protocol-level survey.special-status species. Used California Department of Fish and Wildlife and US Fish and Wildlife Service protocols to search for California red-legged frog, California tiger salamander, arroyo southwestern toad, blunt-nosed leopard lizard, western pond turtle, giant kangaroo rat, San Joaquin kangaroo rat, San Joaquin kit fox, western burrowing owl, Swainson's hawk, Valley elderberry longhorn beetle and other special-status species. Conservation of San Joaquin kangaroo rat. Performed research to identify factors responsible for the decline of this endangered species at Lemoore Naval Air Station, 2000-2013, and implemented habitat enhancements designed to reverse the trend and expand the population. Impact of West Nile Virus on yellow-billed magpies. Funded by Sacramento-Yolo Mosquito and Vector Control District, 2005-2008, compared survey results pre- and post-West Nile Virus epidemic for multiple bird species in the Sacramento Valley, particularly on yellow-billed magpie and American crow due to susceptibility to WNV. Page 922 Smallwood CV 5 Workshops on HCPs. Assisted Dr. Michael Morrison with organizing and conducting a 2-day workshop on Habitat Conservation Plans, sponsored by Southern California Edison, and another 1- day workshop sponsored by PG&E. These Workshops were attended by academics, attorneys, and consultants with HCP experience. We guest-edited a Proceedings published in Environmental Management. Mapping of biological resources along Highways 101, 46 and 41. Used GPS and GIS to delineate vegetation complexes and locations of special-status species along 26 miles of highway in San Luis Obispo County, 14 miles of highway and roadway in Monterey County, and in a large area north of Fresno, including within reclaimed gravel mining pits. GPS mapping and monitoring at restoration sites and at Caltrans mitigation sites. Monitored the success of elderberry shrubs at one location, the success of willows at another location, and the response of wildlife to the succession of vegetation at both sites. Also used GPS to monitor the response of fossorial animals to yellow star-thistle eradication and natural grassland restoration efforts at Bear Valley in Colusa County and at the decommissioned Mather Air Force Base in Sacramento County. Mercury effects on Red-legged Frog. Assisted Dr. Michael Morrison and US Fish and Wildlife Service in assessing the possible impacts of historical mercury mining on the federally listed California red-legged frog in Santa Clara County. Also measured habitat variables in streams. Opposition to proposed No Surprises rule. Wrote a white paper and summary letter explaining scientific grounds for opposing the incidental take permit (ITP) rules providing ITP applicants and holders with general assurances they will be free of compliance with the Endangered Species Act once they adhere to the terms of a"properly functioning HCP." Submitted 188 signatures of scientists and environmental professionals concerned about No Surprises rule US Fish and Wildlife Service,National Marine Fisheries Service, all US Senators. Natomas Basin Habitat Conservation Plan alternative. Designed narrow channel marsh to increase the likelihood of survival and recovery in the wild of giant garter snake, Swainson's hawk and Valley Elderberry Longhorn Beetle. The design included replication and interspersion of treatments for experimental testing of critical habitat elements. I provided a report to Northern Territories, Inc. Assessments of agricultural production system and environmental technology transfer to China. Twice visited China and interviewed scientists, industrialists, agriculturalists, and the Directors of the Chinese Environmental Protection Agency and the Department of Agriculture to assess the need and possible pathways for environmental clean-up technologies and trade opportunities between the US and China. Yolo County Habitat Conservation Plan. Conducted landscape ecology study of Yolo County to spatially prioritize allocation of mitigation efforts to improve ecosystem functionality within the County from the perspective of 29 special-status species of wildlife and plants. Used a hierarchically structured indicators approach to apply principles of landscape and ecosystem ecology, conservation biology, and local values in rating land units. Derived GIS maps to help guide the conservation area design, and then developed implementation strategies. Page 923 Smallwood CV 6 Mountain lion track count. Developed and conducted a carnivore monitoring program throughout California since 1985. Species counted include mountain lion, bobcat, black bear, coyote, red and gray fox, raccoon, striped skunk, badger, and black-tailed deer. Vegetation and land use are also monitored. Track survey transect was established on dusty, dirt roads within randomly selected quadrats. Sumatran tiger and other felids. Upon award of Fulbright Research Fellowship, I designed and initiated track counts for seven species of wild cats in Sumatra, including Sumatran tiger, fishing cat, and golden cat. Spent four months on Sumatra and Java in 1988, and learned Bahasa Indonesia, the official Indonesian language. Wildlife in agriculture. Beginning as post-graduate research, I studied pocket gophers and other wildlife in 40 alfalfa fields throughout the Sacramento Valley, and I surveyed for wildlife along a 200 mile road transect since 1989 with a hiatus of 1996-2004. The data are analyzed using GIS and methods from landscape ecology, and the results published and presented orally to farming groups in California and elsewhere. I also conducted the first study of wildlife in cover crops used on vineyards and orchards. Agricultural energy use and Tulare County groundwater study. Developed and analyzed a data base of energy use in California agriculture, and collaborated on a landscape (GIS) study of groundwater contamination across Tulare County, California. Pocket gopher damage in forest clear-cuts. Developed gopher sampling methods and tested various poison baits and baiting regimes in the largest-ever field study of pocket gopher management in forest plantations, involving 68 research plots in 55 clear-cuts among 6 National Forests in northern California. Risk assessment of exotic species in North America. Developed empirical models of mammal and bird species invasions in North America, as well as a rating system for assigning priority research and control to exotic species in California, based on economic, environmental, and human health hazards. Peer Reviewed Publications Smallwood, K. S. 2020. USA wind energy-caused bat fatalities increase with shorter fatality search intervals. Diversity 12(98); doi:10.3390/d12030098. Smallwood, K. S., D. A. Bell, and S. Standish. 2020. Dogs detect larger wind energy impacts on bats and birds. Journal of Wildlife Management 84:852-864. DOI: 10.1002/jwmg.21863. Smallwood, K. S., and D. A. Bell. 2020. Relating bat passage rates to wind turbine fatalities. Diversity 12(84); doi:10.3390/d12020084. Smallwood, K. S., and D. A. Bell. 2020. Effects of wind turbine curtailment on bird and bat fatalities. Journal of Wildlife Management 84:684-696. DOI: 10.1002/jwmg.21844 Kitano, M., M. Ino, K. S. Smallwood, and S. Shiraki. 2020. Seasonal difference in carcass persistence rates at wind farms with snow, Hokkaido, Japan. Ornithological Science 19: 63 — Page 924 Smallwood CV 7 71. Smallwood, K. S. and M. L. Morrison. 2018. Nest-site selection in a high-density colony of burrowing owls. Journal of Raptor Research 52:454-470. Smallwood, K. S., D. A. Bell, E. L. Walther, E. Leyvas, S. Standish, J. Mount, B. Karas. 2018. Estimating wind turbine fatalities using integrated detection trials. Journal of Wildlife Management 82:1169-1184. Smallwood, K. S. 2017. Long search intervals under-estimate bird and bat fatalities caused by wind turbines. Wildlife Society Bulletin 41:224-230. Smallwood, K. S. 2017. The challenges of addressing wildlife impacts when repowering wind energy projects. Pages 175-187 in K6ppel, J., Editor, Wind Energy and Wildlife Impacts: Proceedings from the CWW2015 Conference. Springer. Cham, Switzerland. May, R., Gill, A. B., K6ppel, J. Langston, R. H.W., Reichenbach, M., Scheidat, M., Smallwood, S., Voigt, C. C., Huppop, O., and Portman, M. 2017. Future research directions to reconcile wind turbine—wildlife interactions. Pages 255-276 in K6ppel, J., Editor, Wind Energy and Wildlife Impacts: Proceedings from the CWW2015 Conference. Springer. Cham, Switzerland. Smallwood, K. S. 2017. Monitoring birds. M. Perrow, Ed., Wildlife and Wind Farms - Conflicts and Solutions, Volume 2. Pelagic Publishing, Exeter, United Kingdom. www.bit.ly/2v3cR9Q Smallwood, K. S., L. Neher, and D. A. Bell. 2017. Siting to Minimize Raptor Collisions: an example from the Repowering Altamont Pass Wind Resource Area. M. Perrow, Ed., Wildlife and Wind Farms - Conflicts and Solutions, Volume 2. Pelagic Publishing, Exeter, United Kingdom. www.bit.ly/2v3cR9Q Johnson, D. H., S. R. Loss, K. S. Smallwood, W. P. Erickson. 2016. Avian fatalities at wind energy facilities in North America: A comparison of recent approaches. Human—Wildlife Interactions 10(1):7-18. Sadar, M. J., D. S.-M. Guzman, A. Mete, J. Foley,N. Stephenson, K. H. Rogers, C. Grosset, K. S. Smallwood, J. Shipman, A. Wells, S. D. White, D. A. Bell, and M. G. Hawkins. 2015. Mange Caused by a novel Micnemidocoptes mite in a Golden Eagle (Aquila chrysaetos). Journal of Avian Medicine and Surgery 29(3):231-237. Smallwood, K. S. 2015. Habitat fragmentation and corridors. Pages 84-101 in M. L. Morrison and H. A. Mathewson, Eds., Wildlife habitat conservation: concepts, challenges, and solutions. John Hopkins University Press, Baltimore, Maryland, USA. Mete, A.,N. Stephenson, K. Rogers, M. G. Hawkins, M. Sadar, D. Guzman, D. A. Bell, J. Shipman, A. Wells, K. S. Smallwood, and J. Foley. 2014. Emergence of Knemidocoptic mange in wild Golden Eagles (Aquila chrysaetos) in California. Emerging Infectious Diseases 20(10):1716- 1718. Smallwood, K. S. 2013. Introduction: Wind-energy development and wildlife conservation. Page 925 Smallwood CV 8 Wildlife Society Bulletin 37: 3-4. Smallwood, K. S. 2013. Comparing bird and bat fatality-rate estimates among North American wind-energy projects. Wildlife Society Bulletin 37:19-33. + Online Supplemental Material. Smallwood, K. S., L. Neher, J. Mount, and R. C. E. Culver. 2013. Nesting Burrowing Owl Abundance in the Altamont Pass Wind Resource Area, California. Wildlife Society Bulletin: 37:787-795. Smallwood, K. S., D. A. Bell, B. Karas, and S. A. Snyder. 2013. Response to Huso and Erickson Comments on Novel Scavenger Removal Trials. Journal of Wildlife Management 77: 216-225. Bell, D. A., and K. S. Smallwood. 2010. Birds of prey remain at risk. Science 330:913. Smallwood, K. S., D. A. Bell, S. A. Snyder, and J. E. DiDonato. 2010. Novel scavenger removal trials increase estimates of wind turbine-caused avian fatality rates. Journal of Wildlife Management 74: 1089-1097 + Online Supplemental Material. Smallwood, K. S., L. Neher, and D. A. Bell. 2009. Map-based repowering and reorganization of a wind resource area to minimize burrowing owl and other bird fatalities. Energies 2009(2):915- 943. http://www.mdpi.com/1996-1073/2/4/915 Smallwood, K. S. and B. Nakamoto. 2009. Impacts of West Nile Virus Epizootic on Yellow-Billed Magpie, American Crow, and other Birds in the Sacramento Valley, California. The Condor 111:247-254. Smallwood, K. S., L. Rugge, and M. L. Morrison. 2009. Influence of Behavior on Bird Mortality in Wind Energy Developments: The Altamont Pass Wind Resource Area, California. Journal of Wildlife Management 73:1082-1098. Smallwood, K. S. and B. Karas. 2009. Avian and Bat Fatality Rates at Old-Generation and Repowered Wind Turbines in California. Journal of Wildlife Management 73:1062-1071. Smallwood, K. S. 2008. Wind power company compliance with mitigation plans in the Altamont Pass Wind Resource Area. Environmental &Energy Law Policy Journal 2(2):229-285. Smallwood, K. S., C. G. Thelander. 2008. Bird Mortality in the Altamont Pass Wind Resource Area, California. Journal of Wildlife Management 72:215-223. Smallwood, K. S. 2007. Estimating wind turbine-caused bird mortality. Journal of Wildlife Management 71:2781-2791. Smallwood, K. S., C. G. Thelander, M. L. Morrison, and L. M. Rugge. 2007. Burrowing owl mortality in the Altamont Pass Wind Resource Area. Journal of Wildlife Management 71:1513- 1524. Cain, J. W. III, K. S. Smallwood, M. L. Morrison, and H. L. Loffland. 2005. Influence of mammal activity on nesting success of Passerines. J. Wildlife Management 70:522-531. Page 926 Smallwood CV 9 Smallwood, K.S. 2002. Habitat models based on numerical comparisons. Pages 83-95 in Predicting species occurrences: Issues of scale and accuracy, J. M. Scott, P. J. Heglund, M. Morrison, M. Raphael, J. Haufler, and B. Wall, editors. Island Press, Covello, California. Morrison, M. L., K. S. Smallwood, and L. S. Hall. 2002. Creating habitat through plant relocation: Lessons from Valley elderberry longhorn beetle mitigation. Ecological Restoration 21: 95-100. Zhang, M., K. S. Smallwood, and E. Anderson. 2002. Relating indicators of ecological health and integrity to assess risks to sustainable agriculture and native biota. Pages 757-768 in D.J. Rapport, W.L. Lasley, D.E. Rolston,N.O. Nielsen, C.O. Qualset, and A.B. Damania(eds.), Managing for Healthy Ecosystems, Lewis Publishers, Boca Raton, Florida USA. Wilcox, B. A., K. S. Smallwood, and J. A. Kahn. 2002. Toward a forest Capital Index. Pages 285- 298 in D.J. Rapport, W.L. Lasley, D.E. Rolston,N.O. Nielsen, C.O. Qualset, and A.B. Damania (eds.), Managing for Healthy Ecosystems, Lewis Publishers, Boca Raton, Florida USA. Smallwood, K.S. 2001. The allometry of density within the space used by populations of Mammalian Carnivores. Canadian Journal of Zoology 79:1634-1640. Smallwood, K.S., and T.R. Smith. 2001. Study design and interpretation of Sorex density estimates. Annales Zoologi Fennici 38:141-161. Smallwood, K.S., A. Gonzales, T. Smith, E. West, C. Hawkins, E. Stitt, C. Keckler, C. Bailey, and K. Brown. 2001. Suggested standards for science applied to conservation issues. Transactions of the Western Section of the Wildlife Society 36:40-49. Geng, S., Yixing Zhou, Minghua Zhang, and K. Shawn Smallwood. 2001. A Sustainable Agro- ecological Solution to Water Shortage in North China Plain(Huabei Plain). Environmental Planning and Management 44:345-355. Smallwood, K. Shawn, Lourdes Rugge, Stacia Hoover, Michael L. Morrison, Carl Thelander. 2001. Intra- and inter-turbine string comparison of fatalities to animal burrow densities at Altamont Pass. Pages 23-37 in S. S. Schwartz, ed., Proceedings of the National Avian-Wind Power Planning Meeting IV. RESOLVE, Inc., Washington, D.C. Smallwood, K.S., S. Geng, and M. Zhang. 2001. Comparing pocket gopher(Thomomys bottae) density in alfalfa stands to assess management and conservation goals in northern California. Agriculture, Ecosystems & Environment 87: 93-109. Smallwood, K. S. 2001. Linking habitat restoration to meaningful units of animal demography. Restoration Ecology 9:253-261. Smallwood, K. S. 2000. A crosswalk from the Endangered Species Act to the HCP Handbook and real HCPs. Environmental Management 26, Supplement 1:23-35. Smallwood, K. S., J. Beyea and M. Morrison. 1999. Using the best scientific data for endangered species conservation. Environmental Management 24:421-435. Page 927 Smallwood CV 10 Smallwood, K. S. 1999. Scale domains of abundance among species of Mammalian Carnivora. Environmental Conservation 26:102-111. Smallwood, K.S. 1999. Suggested study attributes for making useful population density estimates. Transactions of the Western Section of the Wildlife Society 35: 76-82. Smallwood, K. S. and M. L. Morrison. 1999. Estimating burrow volume and excavation rate of pocket gophers (Geomyidae). Southwestern Naturalist 44:173-183. Smallwood, K. S. and M. L. Morrison. 1999. Spatial scaling of pocket gopher(Geomyidae) density. Southwestern Naturalist 44:73-82. Smallwood, K. S. 1999. Abating pocket gophers (Thomomys spp.) to regenerate forests in clearcuts. Environmental Conservation 26:59-65. Smallwood, K. S. 1998. Patterns of black bear abundance. Transactions of the Western Section of the Wildlife Society 34:32-38. Smallwood, K. S. 1998. On the evidence needed for listing northern goshawks (Accipter gentilis) under the Endangered Species Act: a reply to Kennedy. J. Raptor Research 32:323-329. Smallwood, K. S., B. Wilcox, R. Leidy, and K. Yarris. 1998. Indicators assessment for Habitat Conservation Plan of Yolo County, California, USA. Environmental Management 22: 947-958. Smallwood, K. S., M. L. Morrison, and J. Beyea. 1998. Animal burrowing attributes affecting hazardous waste management. Environmental Management 22: 831-847. Smallwood, K. S, and C. M. Schonewald. 1998. Study design and interpretation for mammalian carnivore density estimates. Oecologia 113:474-491. Zhang, M., S. Geng, and K. S. Smallwood. 1998. Nitrate contamination in groundwater of Tulare County, California. Ambio 27(3):170-174. Smallwood, K. S. and M. L. Morrison. 1997. Animal burrowing in the waste management zone of Hanford Nuclear Reservation. Proceedings of the Western Section of the Wildlife Society Meeting 33:88-97. Morrison, M. L., K. S. Smallwood, and J. Beyea. 1997. Monitoring the dispersal of contaminants by wildlife at nuclear weapons production and waste storage facilities. The Environmentalist 17:289-295. Smallwood, K. S. 1997. Interpreting puma(Puma concolor) density estimates for theory and management. Environmental Conservation 24(3):283-289. Smallwood, K. S. 1997. Managing vertebrates in cover crops: a first study. American Journal of Alternative Agriculture 11:155-160. Page 928 Smallwood CV 11 Smallwood, K. S. and S. Geng. 1997. Multi-scale influences of gophers on alfalfa yield and quality. Field Crops Research 49:159-168. Smallwood, K. S. and C. Schonewald. 1996. Scaling population density and spatial pattern for terrestrial, mammalian carnivores. Oecologia 105:329-335. Smallwood, K. S., G. Jones, and C. Schonewald. 1996. Spatial scaling of allometry for terrestrial, mammalian carnivores. Oecologia 107:588-594. Van Vuren, D. and K. S. Smallwood. 1996. Ecological management of vertebrate pests in agricultural systems. Biological Agriculture and Horticulture 13:41-64. Smallwood, K. S., B. J. Nakamoto, and S. Geng. 1996. Association analysis of raptors on an agricultural landscape. Pages 177-190 in D.M. Bird, D.E. Varland, and J.J. Negro, eds., Raptors in human landscapes. Academic Press, London. Erichsen, A. L., K. S. Smallwood, A. M. Commandatore, D. M. Fry, and B. Wilson. 1996. White- tailed Kite movement and nesting patterns in an agricultural landscape. Pages 166-176 in D. M. Bird, D. E. Varland, and J. J. Negro, eds., Raptors in human landscapes. Academic Press, London. Smallwood, K. S. 1995. Scaling Swainson's hawk population density for assessing habitat-use across an agricultural landscape. J. Raptor Research 29:172-178. Smallwood, K. S. and W. A. Erickson. 1995. Estimating gopher populations and their abatement in forest plantations. Forest Science 41:284-296. Smallwood, K. S. and E. L. Fitzhugh. 1995. A track count for estimating mountain lion Felis concolor californica population trend. Biological Conservation 71:251-259 Smallwood, K. S. 1994. Site invasibility by exotic birds and mammals. Biological Conservation 69:251-259. Smallwood, K. S. 1994. Trends in California mountain lion populations. Southwestern Naturalist 39:67-72. Smallwood, K. S. 1993. Understanding ecological pattern and process by association and order. Acta Oecologica 14(3):443-462. Smallwood, K. S. and E. L. Fitzhugh. 1993. A rigorous technique for identifying individual mountain lions Felis concolor by their tracks. Biological Conservation 65:51-59. Smallwood, K. S. 1993. Mountain lion vocalizations and hunting behavior. The Southwestern Naturalist 38:65-67. Smallwood, K. S. and T. P. Salmon. 1992. A rating system for potential exotic vertebrate pests. Biological Conservation 62:149-159. Page 929 Smallwood CV 12 Smallwood, K. S. 1990. Turbulence and the ecology of invading species. Ph.D. Thesis, University of California, Davis. Peer-reviewed Reports Smallwood, K. S., and L. Neher. 2017. Comparing bird and bat use data for siting new wind power generation. Report CEC-500-2017-019, California Energy Commission Public Interest Energy Research program, Sacramento, California. hM2://www.energy.ca.gov/2017publications/CEC- 500-2017-019/CEC-500-2017-019.pdf and http://www.energy.ca.gov/2017publications/CEC- 500-2017-019/CEC-500-2017-019-APA-F.pdf Smallwood, K. S. 2016. Bird and bat impacts and behaviors at old wind turbines at Forebay, Altamont Pass Wind Resource Area. Report CEC-500-2016-066, California Energy Commission Public Interest Energy Research program, Sacramento, California. http://www.energy.ca.gov/publications/display0neReport.php? pubNum=CEC-5oo- 2o16-o66 Sinclair, K. and E. DeGeorge. 2016. Framework for Testing the Effectiveness of Bat and Eagle Impact-Reduction Strategies at Wind Energy Projects. S. Smallwood, M. Schirmacher, and M. Morrison, eds., Technical Report NREL/TP-5000-65624,National Renewable Energy Laboratory, Golden, Colorado. Brown, K., K. S. Smallwood, J. Szewczak, and B. Karas. 2016. Final 2012-2015 Report Avian and Bat Monitoring Project Vasco Winds, LLC. Prepared for NextEra Energy Resources, Livermore, California. Brown, K., K. S. Smallwood, J. Szewczak, and B. Karas. 2014. Final 2013-2014 Annual Report Avian and Bat Monitoring Project Vasco Winds, LLC. Prepared for NextEra Energy Resources, Livermore, California. Brown, K., K. S. Smallwood, and B. Karas. 2013. Final 2012-2013 Annual Report Avian and Bat Monitoring Project Vasco Winds, LLC. Prepared for NextEra Energy Resources, Livermore, California. http://www.altamontsrc.or /g/alt_doc/p274_ventus_vasco_winds_2012_13_avian_ bat monitoring roort_year l.pdf Smallwood, K. S., L. Neher, D. Bell, J. DiDonato, B. Karas, S. Snyder, and S. Lopez. 2009. Range Management Practices to Reduce Wind Turbine Impacts on Burrowing Owls and Other Raptors in the Altamont Pass Wind Resource Area, California. Final Report to the California Energy Commission, Public Interest Energy Research—Environmental Area, Contract No. CEC-500-2008-080. Sacramento, California. 183 pp. http://www.energy.ca.gov/ 2008publications/CEC-500-2008-080/CEC-500-2008-080.PDF Smallwood, K. S., and L. Neher. 2009. Map-Based Repowering of the Altamont Pass Wind Resource Area Based on Burrowing Owl Burrows, Raptor Flights, and Collisions with Wind Turbines. Final Report to the California Energy Commission, Public Interest Energy Research —Environmental Area, Contract No. CEC-500-2009-065. Sacramento, California. http.// www.energy.c a.gov/publications/displgy0neReport.php?pubNum=CEC-5 00-2009-065 Page 930 Smallwood CV 13 Smallwood, K. S., K. Hunting, L. Neher, L. Spiegel and M. Yee. 2007. Indicating Threats to Birds Posed by New Wind Power Projects in California. Final Report to the California Energy Commission, Public Interest Energy Research—Environmental Area, Contract No. Submitted but not published. Sacramento, California. Smallwood, K. S. and C. Thelander. 2005. Bird mortality in the Altamont Pass Wind Resource Area, March 1998 — September 2001 Final Report. National Renewable Energy Laboratory, NREL/SR-500-36973. Golden, Colorado. 410 pp. Smallwood, K. S. and C. Thelander. 2004. Developing methods to reduce bird mortality in the Altamont Pass Wind Resource Area. Final Report to the California Energy Commission, Public Interest Energy Research—Environmental Area, Contract No. 500-01-019. Sacramento, California. 531 pp. hiLtp://www.altamontsrcarchive.org/alt doe/cec final report_08_11_04.pdf Thelander, C.G. S. Smallwood, and L. Rugge. 2003. Bird risk behaviors and fatalities at the Altamont Pass Wind Resource Area. Period of Performance: March 1998—December 2000. National Renewable Energy Laboratory,NREL/SR-500-33829. U.S. Department of Commerce,National Technical Information Service, Springfield, Virginia. 86 pp. Thelander, C.G., S. Smallwood, and L. Rugge. 2001. Bird risk behaviors and fatalities at the Altamont Wind Resource Area—a progress report. Proceedings of the American Wind Energy Association, Washington D.C. 16 pp. Non-Peer Reviewed Publications Smallwood, K. S. 2009. Methods manual for assessing wind farm impacts to birds. Bird Conservation Series 26, Wild Bird Society of Japan, Tokyo. T. Ura, ed., in English with Japanese translation by T. Kurosawa. 90 pp. Smallwood, K. S. 2009. Mitigation in U.S. Wind Farms. Pages 68-76 in H. Hotker(Ed.), Birds of Prey and Wind Farms: Analysis of problems and possible solutions. Documentation of an International Workshop in Berlin, 21st and 22nd October 2008. Michael-Otto-Instiut im NABU, Goosstroot 1, 24861 Bergenhusen, Germany. hltp:/ibergenhusen.nabu.de/forschung/greifvoegel/ Smallwood, K. S. 2007. Notes and recommendations on wildlife impacts caused by Japan's wind power development. Pages 242-245 in Yukihiro Kominami, Tatsuya Ura, Koshitawa, and Tsuchiya, Editors, Wildlife and Wind Turbine Report 5. Wild Bird Society of Japan, Tokyo. Thelander, C.G. and S. Smallwood. 2007. The Altamont Pass Wind Resource Area's Effects on Birds: A Case History. Pages 25-46 in Manuela de Lucas, Guyonne F.E. Janss, Miguel Ferrer Editors, Birds and Wind Farms: risk assessment and mitigation. Madrid: Quercus. Neher, L. and S. Smallwood. 2005. Forecasting and minimizing avian mortality in siting wind turbines. Energy Currents. Fall Issue. ESRI, Inc., Redlands, California. Jennifer Davidson and Shawn Smallwood. 2004. Laying plans for a hydrogen highway. Comstock's Business, August 2004:18-20, 22, 24-26. Page 931 Smallwood CV 14 Jennifer Davidson and Shawn Smallwood. 2004. Refined conundrum: California consumers demand more oil while opposing refinery development. Comstock's Business,November 2004:26-27, 29-30. Smallwood, K.S. 2002. Review of"The Atlas of Endangered Species." By Richard Mackay. Environmental Conservation 30:210-211. Smallwood, K.S. 2002. Review of"The Endangered Species Act. History, Conservation, and Public Policy."By Brian Czech and Paul B. Krausman. Environmental Conservation 29: 269- 270. Smallwood, K.S. 1997. Spatial scaling of pocket gopher(Geomyidae)burrow volume. Abstract in Proceedings of 44th Annual Meeting, Southwestern Association of Naturalists. Department of Biological Sciences, University of Arkansas, Fayetteville. Smallwood, K.S. 1997. Estimating prairie dog and pocket gopher burrow volume. Abstract in Proceedings of 44th Annual Meeting, Southwestern Association of Naturalists. Department of Biological Sciences, University of Arkansas, Fayetteville. Smallwood, K.S. 1997. Animal burrowing parameters influencing toxic waste management. Abstract in Proceedings of Meeting, Western Section of the Wildlife Society. Smallwood, K.S, and Bruce Wilcox. 1996. Study and interpretive design effects on mountain lion density estimates. Abstract, page 93 in D.W. Padley, ed.,Proceedings 5th Mountain Lion Workshop, Southern California Chapter, The Wildlife Society. 135 pp. Smallwood, K.S, and Bruce Wilcox. 1996. Ten years of mountain lion track survey. Page 94 in D.W. Padley, ed. Abstract,page 94 in D.W. Padley, ed.,Proceedings 5th Mountain Lion Workshop, Southern California Chapter, The Wildlife Society. 135 pp. Smallwood, K.S, and M. Grigione. 1997. Photographic recording of mountain lion tracks. Pages 75-75 in D.W. Padley, ed.,Proceedings 5th Mountain Lion Workshop, Southern California Chapter, The Wildlife Society. 135 pp. Smallwood, K.S., B. Wilcox, and J. Karr. 1995. An approach to scaling fragmentation effects. Brief 8, Ecosystem Indicators Working Group, 17 March, 1995. Institute for Sustainable Development, Thoreau Center for Sustainability—The Presidio, PO Box 29075, San Francisco, CA 94129-0075. Wilcox, B., and K.S. Smallwood. 1995. Ecosystem indicators model overview. Brief 2, Ecosystem Indicators Working Group, 17 March, 1995. Institute for Sustainable Development, Thoreau Center for Sustainability—The Presidio, PO Box 29075, San Francisco, CA 94129- 0075. EIP Associates. 1996. Yolo County Habitat Conservation Plan. Yolo County Planning and Development Department, Woodland, California. Geng, S., K.S. Smallwood, and M. Zhang. 1995. Sustainable agriculture and agricultural Page 932 Smallwood CV 15 sustainability. Proc. 7th International Congress SABRAO, 2nd Industrial Symp. WSAA. Taipei, Taiwan. Smallwood, K.S. and S. Geng. 1994. Landscape strategies for biological control and IPM. Pages 454-464 in W. Dehai, ed., Proc. International Conference on Integrated Resource Management for Sustainable Agriculture. Beijing Agricultural University, Beijing, China. Smallwood, K.S. and S. Geng. 1993. Alfalfa as wildlife habitat. California Alfalfa Symposium 23:105-8. Smallwood, K.S. and S. Geng. 1993. Management of pocket gophers in Sacramento Valley alfalfa. California Alfalfa Symposium 23:86-89. Smallwood, K.S. and E.L. Fitzhugh. 1992. The use of track counts for mountain lion population census. Pages 59-67 in C. Braun, ed. Mountain lion-Human Interaction Symposium and Workshop. Colorado Division of Wildlife, Fort Collins. Smallwood, K.S. and E.L. Fitzhugh. 1989. Differentiating mountain lion and dog tracks. Pages 58-63 in Smith, R.H., ed. Proc. Third Mountain Lion Workshop. Arizona Game and Fish Department, Phoenix. Fitzhugh, E.L. and K.S. Smallwood. 1989. Techniques for monitoring mountain lion population levels. Pages 69-71 in Smith, R.H., ed. Proc. Third Mountain Lion Workshop. Arizona Game and Fish Department, Phoenix. Reports to or by Alameda County Scientific Review Committee (Note: all documents linked to SRC website have since been removed by Alameda County) Smallwood, K. S. 2014. Data Needed in Support of Repowering in the Altamont Pass WRA. SRC document P284, County of Alameda, Hayward, California. Smallwood, K. S. 2013. Long-Term Trends in Fatality Rates of Birds and Bats in the Altamont Pass Wind Resource Area, California. SRC document R68, County of Alameda, Hayward, California. Smallwood, K. S. 2013. Inter-annual Fatality rates of Target Raptor Species from 1999 through 2012 in the Altamont Pass Wind Resources Area. SRC document P268, County of Alameda, Hayward, California. Smallwood, K. S. 2012. General Protocol for Performing Detection Trials in the FloDesign Study of the Safety of a Closed-bladed Wind Turbine. SRC document P246, County of Alameda, Hayward, California. Smallwood, K. S., 1. Neher, and J. Mount. 2012. Burrowing owl distribution and abundance study through two breeding seasons and intervening non-breeding period in the Altamont Pass Wind Resource Area, California. SRC document P245, County of Alameda, Hayward, California. Smallwood, K. S 2012. Draft study design for testing collision risk of Flodesign wind turbine in Page 933 Smallwood CV 16 former AES Seawest wind projects in the Altamont Pass Wind Resource Area(APWRA). SRC document P238, County of Alameda, Hayward, California. Smallwood, L. Neher, and J. Mount. 2012. Winter 2012 update on burrowing owl distribution and abundance study in the Altamont Pass Wind Resource Area, California. SRC document P232, County of Alameda, Hayward, California. Smallwood, S. 2012. Status of avian utilization data collected in the Altamont Pass Wind Resource Area, 2005-2011. SRC document P231, County of Alameda, Hayward, California. Smallwood, K. S., L. Neher, and J. Mount. 2011. Monitoring Burrow Use of Wintering Burrowing Owls. SRC document P229, County of Alameda, Hayward, California. Smallwood, K. S., L. Neher, and J. Mount. 2011. Nesting Burrowing Owl Distribution and Abundance in the Altamont Pass Wind Resource Area, California. SRC document P228, County of Alameda, Hayward, California. Smallwood, K. S. 2011. Draft Study Design for Testing Collision Risk of Flodesign Wind Turbine in Patterson Pass Wind Farm in the Altamont Pass Wind Resource Area(APWRA). hqp://www.altamontsrc.org/alt_doc/p100_src_document list with reference numbers.pdf Smallwood, K. S. 2011. Sampling Burrowing Owls Across the Altamont Pass Wind Resource Area. SRC document P205, County of Alameda, Hayward, California. Smallwood, K. S. 2011. Proposal to Sample Burrowing Owls Across the Altamont Pass Wind Resource Area. SRC document P 155, County of Alameda, Hayward, California. SRC document P 198, County of Alameda, Hayward, California. Smallwood, K. S. 2010. Comments on APWRA Monitoring Program Update. SRC document P191, County of Alameda, Hayward, California. Smallwood, K. S. 2010. Inter-turbine Comparisons of Fatality Rates in the Altamont Pass Wind Resource Area. SRC document P 189, County of Alameda, Hayward, California. Smallwood, K. S. 2010. Review of the December 2010 Draft of M-21: Altamont Pass Wind Resource Area Bird Collision Study. SRC document P 190, County of Alameda, Hayward, California. Alameda County SRC (Shawn Smallwood, Jim Estep, Sue Orloff, Joanna Burger, and Julie Yee). Comments on the Notice of Preparation for a Programmatic Environmental Impact Report on Revised CUPS for Wind Turbines in the Alameda County portion of the Altamont Pass. SRC document P 183, County of Alameda, Hayward, California. Smallwood, K. S. 2010. Review of Monitoring Implementation Plan. SRC document P 180, County of Alameda, Hayward, California. Burger, J., J. Estep, S. Orloff, S. Smallwood, and J. Yee. 2010. SRC Comments on Ca1WEA Research Plan. SRC document P 174, County of Alameda, Hayward, California. Page 934 Smallwood CV 17 Alameda County SRC (Smallwood, K. S., S. Orloff, J. Estep, J. Burger, and J. Yee). SRC Comments on Monitoring Team's Draft Study Plan for Future Monitoring. SRC document P 168, County of Alameda, Hayward, California. Smallwood, K. S. 2010. Second Review of American Kestrel-Burrowing owl (KB) Scavenger Removal Adjustments Reported in Alameda County Avian Monitoring Team's M21 for the Altamont Pass Wind Resource Area. SRC document P 171, County of Alameda, Hayward, California. Smallwood, K. S. 2010. Assessment of Three Proposed Adaptive Management Plans for Reducing Raptor Fatalities in the Altamont Pass Wind Resource Area. SRC document P161, County of Alameda, Hayward, California. Smallwood, K. S. and J. Estep. 2010. Report of additional wind turbine hazard ratings in the Altamont Pass Wind Resource Area by Two Members of the Alameda County Scientific Review Committee. SRC document P 153, County of Alameda, Hayward, California. Smallwood, K. S. 2010. Alternatives to Improve the Efficiency of the Monitoring Program. SRC document P 158, County of Alameda, Hayward, California. Smallwood, S. 2010. Summary of Alameda County SRC Recommendations and Concerns and Subsequent Actions. SRC document P 147, County of Alameda, Hayward, California. Smallwood, S. 2010. Progress of Avian Wildlife Protection Program & Schedule. SRC document P 148, County of Alameda, Hayward, California. SRC document P 148, County of Alameda, Hayward, California. Smallwood, S. 2010. Old-generation wind turbines rated for raptor collision hazard by Alameda County Scientific Review Committee in 2010, an Update on those Rated in 2007, and an Update on Tier Rankings. SRC document P155, County of Alameda, Hayward, California. Smallwood, K. S. 2010. Review of American Kestrel-Burrowing owl (KB) Scavenger Removal Adjustments Reported in Alameda County Avian Monitoring Team's M21 for the Altamont Pass Wind Resource Area. SRC document P154, County of Alameda, Hayward, California. Smallwood, K. S. 2010. Fatality Rates in the Altamont Pass Wind Resource Area 1998-2009. Alameda County SRC document P-145. Smallwood, K. S. 2010. Comments on Revised M-21: Report on Fatality Monitoring in the Altamont Pass Wind Resource Area. SRC document P 144, County of Alameda, Hayward, California. Smallwood, K. S. 2009. SRC document P 129, County of Alameda, Hayward, California. Smallwood, K. S. 2009. Smallwood's review of M32. SRC document P111, County of Alameda, Hayward, California. Page 935 Smallwood CV 18 Smallwood, K. S. 2009. 3rd Year Review of 16 Conditional Use Permits for Windworks, Inc. and Altamont Infrastructure Company, LLC. Comment letter to East County Board of Zoning Adjustments. 10 pp+2 attachments. Smallwood, K. S. 2008. Weighing Remaining Workload of Alameda County SRC against Proposed Budget Cap. Alameda County SRC document not assigned. 3 pp. Alameda County SRC (Smallwood, K. S., S. Orloff, J. Estep, J. Burger, and J. Yee). 2008. SRC comments on August 2008 Fatality Monitoring Report, M21. SRC document P 107, County of Alameda, Hayward, California. Smallwood, K. S. 2008. Burrowing owl carcass distribution around wind turbines. SRC document P106, County of Alameda, Hayward, California. Smallwood, K. S. 2008. Assessment of relocation/removal of Altamont Pass wind turbines rated as hazardous by the Alameda County SRC. SRC document P 103, County of Alameda, Hayward, California. Smallwood, K. S. and L. Neher. 2008. Summary of wind turbine-free ridgelines within and around the APWRA. SRC document P 102, County of Alameda, Hayward, California. Smallwood, K. S. and B. Karas. 2008. Comparison of mortality estimates in the Altamont Pass Wind Resource Area when restricted to recent fatalities. SRC document P101, County of Alameda, Hayward, California. Smallwood, K. S. 2008. On the misapplication of mortality adjustment terms to fatalities missed during one search and found later. SRC document P97, County of Alameda, Hayward, California. Smallwood, K. S. 2008. Relative abundance of raptors outside the APWRA. SRC document P88, County of Alameda, Hayward, California. Smallwood, K. S. 2008. Comparison of mortality estimates in the Altamont Pass Wind Resource Area. SRC document P76, County of Alameda, Hayward, California. Alameda County SRC (Smallwood, K. S., S. Orloff, J. Estep, J. Burger, and J. Yee). 2010. Guidelines for siting wind turbines recommended for relocation to minimize potential collision- related mortality of four focal raptor species in the Altamont Pass Wind Resource Area. SRC document P70, County of Alameda, Hayward, California. Alameda County SRC (J. Burger, Smallwood, K. S., S. Orloff, J. Estep, and J. Yee). 2007. First DRAFT of Hazardous Rating Scale First DRAFT of Hazardous Rating Scale. SRC document P69, County of Alameda, Hayward, California. Alameda County SRC (Smallwood, K. S., S. Orloff, J. Estep, J. Burger, and J. Yee). December 11, 2007. SRC selection of dangerous wind turbines. Alameda County SRC document P-67. 8 pp. Page 936 Smallwood CV 19 Smallwood, S. October 6, 2007. Smallwood's answers to Audubon's queries about the SRC's recommended four-month winter shutdown of wind turbines in the Altamont Pass. Alameda County SRC document P-23. Smallwood, K. S. October 1, 2007. Dissenting opinion on recommendation to approve of the AWI Blade Painting Study. Alameda County SRC document P-60. Smallwood, K. S. July 26, 2007. Effects of monitoring duration and inter-annual variability on precision of wind-turbine caused mortality estimates in the Altamont Pass Wind Resource Area, California. SRC Document P44. Smallwood, K. S. July 26, 2007. Memo: Opinion of some SRC members that the period over which post-management mortality will be estimated remains undefined. SRC Document P43. Smallwood, K. S. July 19, 2007. Smallwood's response to P24G. SRC Document P41, 4 pp. Smallwood, K. S. April 23, 2007. New Information Regarding Alameda County SRC Decision of 11 April 2007 to Grant FPLE Credits for Removing and Relocating Wind Turbines in 2004. SRC Document P26. Alameda County SRC (Smallwood, K. S., S. Orloff, J. Estep, and J. Burger [J. Yee abstained]). April 17, 2007. SRC Statement in Support of the Monitoring Program Scope and Budget. Smallwood, K. S. April 15, 2007. Verification of Tier 1 & 2 Wind Turbine Shutdowns and Relocations. SRC Document P22. Smallwood, S. April 15, 2007. Progress of Avian Wildlife Protection Program & Schedule. Alameda County SRC (Smallwood, K. S., S. Orloff, J. Estep, J. Burger, and J. Yee). April 3, 2007. Alameda County Scientific Review Committee replies to the parties' responses to its queries and to comments from the California Office of the Attorney General. SRC Document 520. Smallwood, S. March 19, 2007. Estimated Effects of Full Winter Shutdown and Removal of Tier I & II Turbines. SRC Document S 19. Smallwood, S. March 8, 2007. Smallwood's Replies to the Parties' Responses to Queries from the SRC and Comments from the California Office of the Attorney General. SRC Document S 16. Smallwood, S. March 8, 2007. Estimated Effects of Proposed Measures to be Applied to 2,500 Wind Turbines in the APWRA Fatality Monitoring Plan. SRC Document S 15. Alameda County SRC (Smallwood, K. S., S. Orloff, J. Estep, J. Burger, and J. Yee). February 7, 2007. Analysis of Monitoring Program in Context of IIIH2007 Settlement Agreement. Smallwood, S. January 8, 2007. Smallwood's Concerns over the Agreement to Settle the CEQA Challenges. SRC Document S5. Page 937 Smallwood CV 20 Alameda County SRC (Smallwood, K. S., S. Orloff, J. Estep, J. Burger, and J. Yee). December 19, 2006. Altamont Scientific Review Committee (SRC) Recommendations to the County on the Avian Monitoring Team Consultants' Budget and Organization. Reports to Clients Smallwood, K. S. 2020. Comparison of bird and bat fatality rates among utility-scale solar projects in California. Report to undisclosed client. Smallwood, K. S., D. Bell, and S. Standish. 2018. Skilled dog detections of bat and small bird carcasses in wind turbine fatality monitoring. Report to East Bay Regional Park District, Oakland, California. Smallwood, K. S. 2018. Addendum to Comparison of Wind Turbine Collision Hazard Model Performance: One-year Post-construction Assessment of Golden Eagle Fatalities at Golden Hills. Report to Audubon Society,NextEra Energy, and the California Attorney General. Smallwood, K. S., and L. Neher. 2018. Siting wind turbines to minimize raptor collisions at Rooney Ranch and Sand Hill Repowering Project, Altamont Pass Wind Resource Area. Report to S-Power, Salt Lake City, Utah. Smallwood, K. S. 2017. Summary of a burrowing owl conservation workshop. Report to Santa Clara Valley Habitat Agency, Morgan Hill, California. Smallwood, K. S., and L. Neher. 2018. Comparison of wind turbine collision hazard model performance prepared for repowering projects in the Altamont Pass Wind Resources Area. Report to NextEra Energy Resources, Inc., Office of the California Attorney General, Audubon Society, East Bay Regional Park District. Smallwood, K. S., and L. Neher. 2016. Siting wind turbines to minimize raptor collisions at Summit Winds Repowering Project, Altamont Pass Wind Resource Area. Report to Salka, Inc., Washington, D.C. Smallwood, K. S., L. Neher, and D. A. Bell. 2017. Mitigating golden eagle impacts from repowering Altamont Pass Wind Resource Area and expanding Los Vaqueros Reservoir. Report to East Contra Costa County Habitat Conservation Plan Conservancy and Contra Costa Water District. Smallwood, K. S. 2016. Review of avian-solar science plan. Report to Center for Biological Diversity. 28 pp Smallwood, K. S. 2016. Report of Altamont Pass research as Vasco Winds mitigation. Report to NextEra Energy Resources, Inc., Office of the California Attorney General, Audubon Society, East Bay Regional Park District. Smallwood, K. S., and L. Neher. 2016. Siting Wind Turbines to Minimize Raptor collisions at Sand Hill Repowering Project, Altamont Pass Wind Resource Area. Report to Ogin, Inc., Waltham, Massachusetts. Page 938 Smallwood CV 21 Smallwood, K. S., and L. Neher. 2015a. Siting wind turbines to minimize raptor collisions at Golden Hills Repowering Project, Altamont Pass Wind Resource Area. Report to NextEra Energy Resources, Livermore, California. Smallwood, K. S., and L. Neher. 2015b. Siting wind turbines to minimize raptor collisions at Golden Hills North Repowering Project, Altamont Pass Wind Resource Area. Report to NextEra Energy Resources, Livermore, California. Smallwood, K. S., and L. Neher. 2015c. Siting wind turbines to minimize raptor collisions at the Patterson Pass Repowering Project, Altamont Pass Wind Resource Area. Report to EDF Renewable Energy, Oakland, California. Smallwood, K. S., and L. Neher. 2014. Early assessment of wind turbine layout in Summit Wind Project. Report to Altamont Winds LLC, Tracy, California. Smallwood, K. S. 2015. Review of avian use survey report for the Longboat Solar Project. Report to EDF Renewable Energy, Oakland, California. Smallwood, K. S. 2014. Information needed for solar project impacts assessment and mitigation planning. Report to Panorama Environmental, Inc., San Francisco, California. Smallwood, K. S. 2014. Monitoring fossorial mammals in Vasco Caves Regional Preserve, California: Report of Progress for the period 2006-2014. Report to East Bay Regional Park District, Oakland, California. Smallwood, K. S. 2013. First-year estimates of bird and bat fatality rates at old wind turbines, Forebay areas of Altamont Pass Wind Resource Area. Report to F1oDesign in support of EIR. Smallwood, K. S. and W. Pearson. 2013. Neotropical bird monitoring of burrowing owls (Athene cunicularia),Naval Air Station Lemoore, California. Tierra Data, Inc. report to Naval Air Station Lemoore. Smallwood, K. S. 2013. Winter surveys for San Joaquin kangaroo rat(Dipodomys nitratoides) and burrowing owls (Athene cunicularia)within Air Operations at Naval Air Station, Lemoore. Report to Tierra Data, Inc. and Naval Air Station Lemoore. Smallwood, K. S. and M. L. Morrison. 2013. San Joaquin kangaroo rat(Dipodomys n. nitratoides) conservation research in Resource Management Area 5, Lemoore Naval Air Station: 2012 Progress Report(Inclusive of work during 2000-2012). Naval Facilities Engineering Command, Southwest, Desert Integrated Products Team, San Diego, California. Smallwood, K. S. 2012. Fatality rate estimates at the Vantage Wind Energy Project, year one. Report to Ventus Environmental, Portland, Oregon. Smallwood, K. S. and L. Neher. 2012. Siting wind turbines to minimize raptor collisions at North Sky River. Report to NextEra Energy Resources, LLC. Page 939 Smallwood CV 22 Smallwood, K. S. 2011. Monitoring Fossorial Mammals in Vasco Caves Regional Preserve, California: Report of Progress for the Period 2006-2011. Report to East Bay Regional Park District. Smallwood, K. S. and M. L. Morrison. 2011. San Joaquin kangaroo rat(Dipodomys n. nitratoides) Conservation Research in Resource Management Area 5, Lemoore Naval Air Station: 2011 Progress Report(Inclusive of work during 2000-2011). Naval Facilities Engineering Command, Southwest, Desert Integrated Products Team, San Diego, California. Smallwood, K. S. 2011. Draft study design for testing collision risk of F1oDesign Wind Turbine in Patterson Pass, Santa Clara, and Former AES Seawest Wind Projects in the Altamont Pass Wind Resource Area(APWRA). Report to F1oDesign, Inc. Smallwood, K. S. 2011. Comments on Marbled Murrelet collision model for the Radar Ridge Wind Resource Area. Report to EcoStat, Inc., and ultimately to US Fish and Wildlife Service. Smallwood, K. S. 2011. Avian fatality rates at Buena Vista Wind Energy Project, 2008-2011. Report to Pattern Energy. Smallwood, K. S. and L. Neher. 2011. Siting repowered wind turbines to minimize raptor collisions at Tres Vaqueros, Contra Costa County, California. Report to Pattern Energy. Smallwood, K. S. and M. L. Morrison. 2011. San Joaquin kangaroo rat (Dipodomys n. nitratoides) Conservation Research in Resource Management Area 5, Lemoore Naval Air Station: 2010 Progress Report(Inclusive of work during 2000-2010). Naval Facilities Engineering Command, Southwest, Desert Integrated Products Team, San Diego, California. Smallwood, K. S. 2010. Wind Energy Development and avian issues in the Altamont Pass, California. Report to Black&Veatch. Smallwood, K. S. and L. Neher. 2010. Siting repowered wind turbines to minimize raptor collisions at the Tres Vaqueros Wind Project, Contra Costa County, California. Report to the East Bay Regional Park District, Oakland, California. Smallwood, K. S. and L. Neher. 2010. Siting repowered wind turbines to minimize raptor collisions at Vasco Winds. Report to NextEra Energy Resources, LLC, Livermore, California. Smallwood, K. S. 2010. Baseline avian and bat fatality rates at the Tres Vaqueros Wind Project, Contra Costa County, California. Report to the East Bay Regional Park District, Oakland, California. Smallwood, K. S. and M. L. Morrison. 2010. San Joaquin kangaroo rat(Dipodomys n. nitratoides) Conservation Research in Resource Management Area 5, Lemoore Naval Air Station: 2009 Progress Report(Inclusive of work during 2000-2009). Naval Facilities Engineering Command, Southwest, Desert Integrated Products Team, San Diego, California. 86 pp. Smallwood, K. S. 2009. Mammal surveys at naval outlying landing field Imperial Beach, California, August 2009. Report to Tierra Data, Inc. 5 pp Page 940 Smallwood CV 23 Smallwood, K. S. 2009. Mammals and other Wildlife Observed at Proposed Site of Amargosa Solar Power Project, Spring 2009. Report to Tierra Data, Inc. 13 pp Smallwood, K. S. 2009. Avian Fatality Rates at Buena Vista Wind Energy Project, 2008-2009. Report to members of the Contra Costa County Technical Advisory Committee on the Buena Vista Wind Energy Project. 8 pp. Smallwood, K. S. 2009. Repowering the Altamont Pass Wind Resource Area more than Doubles Energy Generation While Substantially Reducing Bird Fatalities. Report prepared on behalf of Californians for Renewable Energy. 2 pp. Smallwood, K. S. and M. L. Morrison. 2009. Surveys to Detect Salt Marsh Harvest Mouse and California Black Rail at Installation Restoration Site 30, Military Ocean Terminal Concord, California: March-April 2009. Report to Insight Environmental, Engineering, and Construction, Inc., Sacramento, California. 6 pp. Smallwood, K. S. 2008. Avian and Bat Mortality at the Big Horn Wind Energy Project, Klickitat County, Washington. Unpublished report to Friends of Skamania County. 7 pp. Smallwood, K. S. 2009. Monitoring Fossorial Mammals in Vasco Caves Regional Preserve, California: report of progress for the period 2006-2008. Unpublished report to East Bay Regional Park District. 5 pp. Smallwood, K. S. and M. L. Morrison. 2008. San Joaquin kangaroo rat(Dipodomys n. nitratoides) Conservation Research in Resource Management Area 5, Lemoore Naval Air Station: 2008 Progress Report(Inclusive of work during 2000-2008). Naval Facilities Engineering Command, Southwest, Desert Integrated Products Team, San Diego, California. 84 pp. Smallwood, K. S. and M. L. Morrison. 2008. Habitat Assessment for California Red-Legged Frog at Naval Weapons Station, Seal Beach, Detachment Concord, California. Naval Facilities Engineering Command, Southwest, Desert Integrated Products Team, San Diego, California. 48 PP. Smallwood, K. S. and B. Nakamoto. 2008. Impact of 2005 and 2006 West Nile Virus on Yellow- billed Magpie and American Crow in the Sacramento Valley, California. 22 pp. Smallwood, K. S. and M. L. Morrison. 2008. Former Naval Security Group Activity(NSGA), Skaggs Island, Waste and Contaminated Soil Removal Project (IR Site#2), San Pablo Bay, Sonoma County, California: Re-Vegetation Monitoring. Report to U.S. Navy, Letter Agreement—N68711-04LT-A0045. Naval Facilities Engineering Command, Southwest, Desert Integrated Products Team, San Diego, California. 10 pp. Smallwood, K. S. and M. L. Morrison. 2008. Burrowing owls at Dixon Naval Radio Transmitter Facility. Report to U.S. Navy. Naval Facilities Engineering Command, Southwest, Desert Integrated Products Team, San Diego, California. 28 pp. Smallwood, K. S. and M. L. Morrison. 2008. San Joaquin kangaroo rat(Dipodomys n. nitratoides) Page 941 Smallwood CV 24 Conservation Research in Resource Management Area 5, Lemoore Naval Air Station: 2007 Progress Report(Inclusive of work during 2001-2007). Naval Facilities Engineering Command, Southwest, Desert Integrated Products Team, San Diego, California. 69 pp. Smallwood, K. S. and M. L. Morrison. 2007. A Monitoring Effort to Detect the Presence of the Federally Listed Species California Clapper Rail and Salt Marsh Harvest Mouse, and Wetland Habitat Assessment at the Naval Weapons Station, Seal Beach, Detachment Concord, California. Installation Restoration (IR) Site 30, Final Report to U.S. Navy, Letter Agreement— N68711-05LT-A0001. U.S. Navy Integrated Product Team (IPT), West, Naval Facilities Engineering Command, San Diego, California. 8 pp. Smallwood, K. S. and M. L. Morrison. 2007. San Joaquin kangaroo rat(Dipodomys n. nitratoides) Conservation Research in Resource Management Area 5, Lemoore Naval Air Station: 2006 Progress Report(Inclusive of work during 2001-2006). U.S. Navy Integrated Product Team (IPT), West,Naval Facilities Engineering Command, Southwest, Daly City, California. 165 pp. Smallwood, K. S. and C. Thelander. 2006. Response to third review of Smallwood and Thelander (2004). Report to California Institute for Energy and Environment, University of California, Oakland, CA. 139 pp. Smallwood, K. S. 2006. Biological effects of repowering a portion of the Altamont Pass Wind Resource Area, California: The Diablo Winds Energy Project. Report to Altamont Working Group. Available from Shawn Smallwood,pumakyolo.com . 34 pp. Smallwood, K. S. 2006. Impact of 2005 West Nile Virus on yellow-billed magpie and american crow in the Sacramento Valley, California. Report to Sacramento-Yolo Mosquito and Vector Control District, Elk Grove, CA. 38 pp. Smallwood, K. S. and M. L. Morrison. 2006. San Joaquin kangaroo rat(Dipodomys n. nitratoides) Conservation Research in Resource Management Area 5, Lemoore Naval Air Station: 2005 Progress Report(Inclusive of work during 2001-2005). U.S. Navy Integrated Product Team (IPT), West,Naval Facilities Engineering Command, South West, Daly City, California. 160 pp. Smallwood, K. S. and M. L. Morrison. 2006. A monitoring effort to detect the presence of the federally listed species California tiger salamander and California red-legged frog at the Naval Weapons Station, Seal Beach, Detachment Concord, California. Letter agreements N68711- 04LT-A0042 and N68711-04LT-A0044, U.S. Navy Integrated Product Team(IPT), West, Naval Facilities Engineering Command, South West, Daly City, California. 60 pp. Smallwood, K. S. and M. L. Morrison. 2006. A monitoring effort to detect the presence of the federally listed species California Clapper Rail and Salt Marsh Harvest Mouse, and wetland habitat assessment at the Naval Weapons Station, Seal Beach, Detachment Concord, California. Sampling for rails, Spring 2006, Installation Restoration(IR) Site 1. Letter Agreement— N68711-051t-A0001, U.S. Navy Integrated Product Team(IPT), West,Naval Facilities Engineering Command, South West, Daly City, California. 9 pp. Morrison, M. L. and K. S. Smallwood. 2006. Final Report: Station-wide Wildlife Survey,Naval Air Station, Lemoore. Department of the Navy Integrated Product Team(IPT) West,Naval Page 942 Smallwood CV 25 Facilities Engineering Command Southwest, 2001 Junipero Serra Blvd., Suite 600, Daly City, CA 94014-1976. 20 pp. Smallwood, K. S. and M. L. Morrison. 2006. Former Naval Security Group Activity(NSGA), Skaggs Island, Waste and Contaminated Soil Removal Project, San Pablo Bay, Sonoma County, California: Re-vegetation Monitoring. Department of the Navy Integrated Product Team (IPT) West,Naval Facilities Engineering Command Southwest, 2001 Junipero Serra Blvd., Suite 600, Daly City, CA 94014-1976. 8 pp. Dorin, Melinda, Linda Spiegel and K. Shawn Smallwood. 2005. Response to public comments on the staff report entitled Assessment of Avian Mortality from Collisions and Electrocutions (CEC-700-2005-015) (Avian White Paper) written in support of the 2005 Environmental Performance Report and the 2005 Integrated Energy Policy Report. California Energy Commission, Sacramento. 205 pp. Smallwood, K. S. 2005. Estimating combined effects of selective turbine removal and winter-time shutdown of half the wind turbines. Unpublished CEC staff report, June 23. 1 p. Erickson, W. and S. Smallwood. 2005. Avian and Bat Monitoring Plan for the Buena Vista Wind Energy Project Contra Costa County, California. Unpubl. report to Contra Costa County, Antioch, California. 22 pp. Lamphier-Gregory, West Inc., Shawn Smallwood, Jones & Stokes Associates, Illingworth& Rodkin Inc. and Environmental Vision. 2005. Environmental Impact Report for the Buena Vista Wind Energy Project, LP# 022005. County of Contra Costa Community Development Department, Martinez, California. Morrison, M. L. and K. S. Smallwood. 2005. A monitoring effort to detect the presence of the federally listed species California clapper rail and salt marsh harvest mouse, and wetland habitat assessment at the Naval Weapons Station, Seal Beach, Detachment Concord, California. Targeted Sampling for Salt Marsh Harvest Mouse, Fall 2005 Installation Restoration(IR) Site 30. Letter Agreement—N68711-051t-A0001, U.S. Department of the Navy,Naval Facilities Engineering Command Southwest, Daly City, California. 6 pp. Morrison, M. L. and K. S. Smallwood. 2005. A monitoring effort to detect the presence of the federally listed species California clapper rail and salt marsh harvest mouse, and wetland habitat assessment at the Naval Weapons Station, Seal Beach, Detachment Concord, California. Letter Agreement—N68711-051t-A0001, U.S. Department of the Navy,Naval Facilities Engineering Command Southwest, Daly City, California. 5 pp. Morrison, M. L. and K. S. Smallwood. 2005. Skaggs Island waste and contaminated soil removal projects, San Pablo Bay, Sonoma County, California. Report to the U.S. Department of the Navy,Naval Facilities Engineering Command Southwest, Daly City, California. 6 pp. Smallwood, K. S. and M. L. Morrison. 2004. 2004 Progress Report: San Joaquin kangaroo rat (Dipodomys nitratoides) Conservation Research in Resources Management Area 5, Lemoore Naval Air Station. Progress report to U.S. Department of the Navy, Lemoore, California. 134 pp- Page 943 Smallwood CV 26 Smallwood, K. S. and L. Spiegel. 2005a. Assessment to support an adaptive management plan for the APWRA. Unpublished CEC staff report, January 19. 19 pp. Smallwood, K. S. and L. Spiegel. 2005b. Partial re-assessment of an adaptive management plan for the APWRA. Unpublished CEC staff report, March 25. 48 pp. Smallwood, K. S. and L. Spiegel. 2005c. Combining biology-based and policy-based tiers of priority for determining wind turbine relocation/shutdown to reduce bird fatalities in the APWRA. Unpublished CEC staff report, June 1. 9 pp. Smallwood, K. S. 2004. Alternative plan to implement mitigation measures in APWRA. Unpublished CEC staff report, January 19. 8 pp. Smallwood, K. S., and L. Neher. 2005. Repowering the APWRA: Forecasting and minimizing avian mortality without significant loss of power generation. California Energy Commission, PIER Energy-Related Environmental Research. CEC-500-2005-005. 21 pp. [Reprinted(in Japanese) in Yukihiro Kominami, Tatsuya Ura, Koshitawa, and Tsuchiya, Editors, Wildlife and Wind Turbine Report 5. Wild Bird Society of Japan, Tokyo.] Morrison, M. L., and K. S. Smallwood. 2004. Kangaroo rat survey at RMA4,NAS Lemoore. Report to U.S. Navy. 4 pp. Morrison, M. L., and K. S. Smallwood. 2004. A monitoring effort to detect the presence of the federally listed species California clapper rails and wetland habitat assessment at Pier 4 of the Naval Weapons Station, Seal Beach, Detachment Concord, California. Letter Agreement N68711-04LT-A0002. 8 pp. +2 pp. of photo plates. Smallwood, K. S. and M. L. Morrison. 2003. 2003 Progress Report: San Joaquin kangaroo rat (Dipodomys nitratoides) Conservation Research at Resources Management Area 5, Lemoore Naval Air Station. Progress report to U.S. Department of the Navy, Lemoore, California. 56 pp. + 58 figures. Smallwood, K. S. 2003. Comparison of Biological Impacts of the No Project and Partial Underground Alternatives presented in the Final Environmental Impact Report for the Jefferson- Martin 230 kV Transmission Line. Report to California Public Utilities Commission. 20 pp. Morrison, M. L., and K. S. Smallwood. 2003. Kangaroo rat survey at RMA4,NAS Lemoore. Report to U.S. Navy. 6 pp. +7 photos + 1 map. Smallwood, K. S. 2003. Assessment of the Environmental Review Documents Prepared for the Tesla Power Project. Report to the California Energy Commission on behalf of Californians for Renewable Energy. 32 pp. Smallwood, K. S., and M. L. Morrison. 2003. 2002 Progress Report: San Joaquin kangaroo rat (Dipodomys nitratoides) Conservation Research at Resources Management Area 5, Lemoore Naval Air Station. Progress report to U.S. Department of the Navy, Lemoore, California. 45 pp. + 36 figures. Page 944 Smallwood CV 27 Smallwood, K. S., Michael L. Morrison and Carl G. Thelander 2002. Study plan to test the effectiveness of aerial markers at reducing avian mortality due to collisions with transmission lines: A report to Pacific Gas & Electric Company. 10 pp. Smallwood, K. S. 2002. Assessment of the Environmental Review Documents Prepared for the East Altamont Energy Center. Report to the California Energy Commission on behalf of Californians for Renewable Energy. 26 pp. Thelander, Carl G., K. Shawn Smallwood, and Christopher Costello. 2002 Rating Distribution Poles for Threat of Raptor Electrocution and Priority Retrofit: Developing a Predictive Model. Report to Southern California Edison Company. 30 pp. Smallwood, K. S., M. Robison, and C. Thelander. 2002. Draft Natural Environment Study, Prunedale Highway 101 Project. California Department of Transportation, San Luis Obispo, California. 120 pp. Smallwood, K.S. 2001. Assessment of ecological integrity and restoration potential of Beeman/Pelican Farm. Draft Report to Howard Beeman, Woodland, California. 14 pp. Smallwood, K. S., and M. L. Morrison. 2002. Fresno kangaroo rat (Dipodomys nitratoides) Conservation Research at Resources Management Area 5, Lemoore Naval Air Station. Progress report to U.S. Department of the Navy, Lemoore, California. 29 pp. + 19 figures. Smallwood, K.S. 2001. Rocky Flats visit, April 0 through 6th, 2001. Report to Berger& Montaque, P.C. 16 pp. with 61 color plates. Smallwood, K.S. 2001. Affidavit of K. Shawn Smallwood, Ph.D. in the matter of the U.S. Fish and Wildlife Service's rejection of Seatuck Environmental Association's proposal to operate an education center on Seatuck National Wildlife Refuge. Submitted to Seatuck Environmental Association in two parts, totaling 7 pp. Magney, D., and K.S. Smallwood. 2001. Maranatha High School CEQA critique. Comment letter submitted to Tamara& Efren Compenn, 16 pp. Smallwood, K. S. and D. Mangey. 2001. Comments on the Newhall Ranch November 2000 Administrative Draft EIR. Prepared for Ventura County Counsel regarding the Newhall Ranch Specific Plan EIR. 68 pp. Magney, D. and K. S. Smallwood. 2000. Newhall Ranch Notice of Preparation Submittal. Prepared for Ventura County Counsel regarding our recommended scope of work for the Newhall Ranch Specific Plan EIR. 17 pp. Smallwood, K. S. 2000. Comments on the Preliminary Staff Assessment of the Contra Costa Power Plant Unit 8 Project. Submitted to California Energy Commission on November 30 on behalf of Californians for Renewable Energy(CaRE). 4 pp. Smallwood, K. S. 2000. Comments on the California Energy Commission's Final Staff Assessment Page 945 Smallwood CV 28 of the MEC. Submitted to California Energy Commission on October 29 on behalf of Californians for Renewable Energy(CaRE). 8 pp. Smallwood, K. S. 2000. Comments on the Biological Resources Mitigation Implementation and Monitoring Plan(BRMIMP). Submitted to California Energy Commission on October 29 on behalf of Californians for Renewable Energy(CaRE). 9 pp. Smallwood, K. S. 2000. Comments on the Preliminary Staff Assessment of the Metcalf Energy Center. Submitted to California Energy Commission on behalf of Californians for Renewable Energy (CaRE). 11 pp. Smallwood, K. S. 2000. Preliminary report of reconnaissance surveys near the TRW plant south of Phoenix, Arizona, March 27-29. Report prepared for Hagens, Berman& Mitchell, Attorneys at Law, Phoenix, AZ. 6 pp. Morrison, M. L., K. S. Smallwood, and M. Robison. 2001. Draft Natural Environment Study for Highway 46 compliance with CEQA/NEPA. Report to the California Department of Transportation. 75 pp. Morrison, M.L., and K.S. Smallwood. 1999. NTI plan evaluation and comments. Exhibit C in W.D. Carrier, M.L. Morrison, K.S. Smallwood, and Vail Engineering. Recommendations for NBHCP land acquisition and enhancement strategies. Northern Territories, Inc., Sacramento. Smallwood, K. S. 1999. Estimation of impacts due to dredging of a shipping channel through Humboldt Bay, California. Court Declaration prepared on behalf of EPIC. Smallwood, K. S. 1998. 1998 California mountain lion track count. Report to the Defenders of Wildlife, Washington, D.C. 5 pages. Smallwood, K.S. 1998. Draft report of a visit to a paint sludge dump site near Ridgewood,New Jersey, February 26th, 1998. Unpublished report to Consulting in the Public Interest. Smallwood, K.S. 1997. Science missing in the "no surprises"policy. Commissioned by National Endangered Species Network and Spirit of the Sage Council, Pasadena, California. Smallwood, K.S. and M.L. Morrison. 1997. Alternate mitigation strategy for incidental take of giant garter snake and Swainson's hawk as part of the Natomas Basin Habitat Conservation Plan. Pages 6-9 and iii illustrations in W.D. Carrier, K.S. Smallwood and M.L. Morrison, Natomas Basin Habitat Conservation Plan: Narrow channel marsh alternative wetland mitigation. Northern Territories, Inc., Sacramento. Smallwood, K.S. 1996. Assessment of the BIOPORT model's parameter values for pocket gopher burrowing characteristics. Report to Berger&Montague, P.C. and Roy S. Haber, P.C., Philadelphia. (peer reviewed). Smallwood, K.S. 1997. Assessment of plutonium releases from Hanford buried waste sites. Report Number 9, Consulting in the Public Interest, 53 Clinton Street, Lambertville,New Jersey, 08530. Page 946 Smallwood CV 29 Smallwood, K.S. 1996. Soil Bioturbation and Wind Affect Fate of Hazardous Materials that were Released at the Rocky Flats Plant, Colorado. Report to Berger& Montague, P.C., Philadelphia. Smallwood, K.S. 1996. Second assessment of the BIOPORT model's parameter values for pocket gopher burrowing characteristics and other relevant wildlife observations. Report to Berger& Montague, P.C. and Roy S. Haber, P.C., Philadelphia. Smallwood, K.S., and R. Leidy. 1996. Wildlife and their management under the Martell SYP. Report to Georgia Pacific, Corporation, Martel, CA. 30 pp. EIP Associates. 1995. Yolo County Habitat Conservation Plan Biological Resources Report. Yolo County Planning and Development Department, Woodland, California. Smallwood, K.S. and S. Geng. 1995. Analysis of the 1987 California Farm Cost Survey and recommendations for future survey. Program on Workable Energy Regulation, University-wide Energy Research Group, University of California. Smallwood, K.S., S. Geng, and W. Idzerda. 1992. Final report to PG&E: Analysis of the 1987 California Farm Cost Survey and recommendations for future survey. Pacific Gas & Electric Company, San Ramon, California. 24 pp. Fitzhugh, E.L. and K.S. Smallwood. 1987. Methods Manual—A statewide mountain lion population index technique. California Department of Fish and Game, Sacramento. Salmon, T.P. and K.S. Smallwood. 1989. Final Report—Evaluating exotic vertebrates as pests to California agriculture. California Department of Food and Agriculture, Sacramento. Smallwood, K.S. and W. A. Erickson(written under supervision of W.E. Howard, R.E. Marsh, and R.J. Laacke). 1990. Environmental exposure and fate of multi-kill strychnine gopher baits. Final Report to USDA Forest Service—NAPIAP, Cooperative Agreement PSW-89-0010CA. Fitzhugh, E.L., K.S. Smallwood, and R. Gross. 1985. Mountain lion track count, Marin County, 1985. Report on file at Wildlife Extension, University of California, Davis. Comments on Environmental Documents (Year; pages) I was retained or commissioned to comment on environmental planning and review documents, including: • Replies on UCSF Comprehensive Parnassus Heights Plan EIR (2021; 13); • 14 Charles Hill Circle Design Review(2021; 11); • SDG Commerce 217 Warehouse IS, American Canyon(2021; 26); • Mulqueeney Ranch Wind Repowering Project DSEIR(2021; 98); • Clawiter Road Industrial Project IS/MND, Hayward(2021; 18); • Garnet Energy Center Stipulations,New York(2020); • Heritage Wind Energy Project,New York(2020: 71); • Ameresco Keller Canyon RNG Project IS/MND, Martinez (2020; 11); Page 947 Smallwood CV 30 • Cambria Hotel Project Staff Report, Dublin(2020; 19); • Central Pointe Mixed-Use Staff Report, Santa Ana(2020; 20); • Oak Valley Town Center EIR Addendum, Calimesa(2020; 23); • Coachillin Specific Plan MND Amendment, Desert Hot Springs (2020; 26); • Stockton Avenue Hotel and Condominiums Project Tiering to EIR, San Jose (2020; 19); • Cityline Sub-block 3 South Staff Report, Sunyvale (2020; 22); • Station East Residential/Mixed Use EIR, Union City (2020; 21); • Multi-Sport Complex& Southeast Industrial Annexation Suppl. EIR, Elk Grove (2020; 24); • Sun Lakes Village North EIR Amendment 5, Banning, Riverside County(2020; 27); • 2"d comments on 1296 Lawrence Station Road, Sunnyvale (2020; 4); • 1296 Lawrence Station Road, Sunnyvale (2020; 16); • Mesa Wind Project EA, Desert Hot Springs (2020; 31); • 1 Ith Street Development Project IS/MND, City of Upland(2020; 17); • Vista Mar Project IS/MND, Pacifica (2020; 17); • Emerson Creek Wind Project Application, Ohio (2020; 64); • Replies on Wister Solar Energy Facility EIR, Imperial County (2020; 12); • Wister Solar Energy Facility EIR, Imperial County(2020; 28); • Crimson Solar EIS/EIR, Mojave Desert (2020, 35)not submitted; • Sakioka Farms EIR tiering, Oxnard(2020; 14); • 3440 Wilshire Project IS/MND, Los Angeles (2020; 19); • Replies on 2400 Barranca Office Development Project EIR, Irvine (2020; 8); • 2400 Barranca Office Development Project EIR, Irvine (2020; 25); • Replies on Heber 2 Geothermal Repower Project IS/MND, El Centro (2020; 4); • 2"d comments on Heber 2 Geothermal Repower Project IS/MND, El Centro (2020; 8); • Heber 2 Geothermal Repower Project IS/MND, El Centro (2020; 3); • Lots 4-12 Oddstad Way Project IS/MND, Pacifica(2020; 16); • Declaration on DDG Visalia Warehouse project(2020; 5); • Terraces of Lafayette EIR Addendum (2020; 24); • AMG Industrial Annex IS/MND, Los Banos (2020; 15); • Replies to responses on Casmalia and Linden Warehouse (2020; 15); • Clover Project MND, Petaluma(2020; 27); • Ruby Street Apartments Project Env. Checklist, Hayward(2020; 20); • Replies to responses on 3721 Mt. Diablo Boulevard Staff Report (2020; 5); • 3721 Mt. Diablo Boulevard Staff Report(2020; 9); • Steeno Warehouse IS/MND, Hesperia(2020; 19); • UCSF Comprehensive Parnassus Heights Plan EIR(2020; 24); • North Pointe Business Center MND, Fresno (2020; 14); • Casmalia and Linden Warehouse IS, Fontana(2020; 15); • Rubidoux Commerce Center Project IS/MND, Jurupa Valley (2020; 27); • Haun and Holland Mixed Use Center MND, Menifee (2020; 23); • First Industrial Logistics Center II, Moreno Valley IS/MND (2020; 23); • GLP Store Warehouse Project Staff Report (2020; 15); • Replies on Beale WAPA Interconnection Project EA & CEQA checklist(2020; 29); • 2"d comments on Beale WAPA Interconnection Project EA & CEQA checklist(2020; 34); Page 948 Smallwood CV 31 • Beale WAPA Interconnection Project EA & CEQA checklist (2020; 30); • Levine-Fricke Softball Field Improvement Addendum, UC Berkeley(2020; 16); • Greenlaw Partners Warehouse and Distribution Center Staff Report, Palmdale (2020; 14); • Humboldt Wind Energy Project DEIR(2019; 25); • Sand Hill Supplemental EIR, Altamont Pass (2019; 17); • 1700 Dell Avenue Office Project, Campbell (2019, 28); • 1180 Main Street Office Project MND, Redwood City(2019; 19: • Summit Ridge Wind Farm Request for Amendment 4, Oregon (2019; 46); • Shafter Warehouse Staff Report (2019; 4); • Park& Broadway Design Review, San Diego (2019; 19); • Pinnacle Pacific Heights Design Review, San Diego (2019; 19); • Pinnacle Park& C Design Review, San Diego (2019; 19); • Preserve at Torrey Highlands EIR, San Diego (2019; 24); • Santana West Project EIR Addendum, San Jose (2019; 18); • The Ranch at Eastvale EIR Addendum, Riverside County(2020; 19); • Hageman Warehouse IS/MND, Bakersfield(2019; 13); • Oakley Logistics Center EIR, Antioch (2019; 22); • 27 South First Street IS, San Jose (2019; 23); • 2"d replies on Times Mirror Square Project EIR, Los Angeles (2020; 11); • Replies on Times Mirror Square Project EIR, Los Angeles (2020; 13); • Times Mirror Square Project EIR, Los Angeles (2019; 18); • East Monte Vista&Aviator General Plan Amend EIR Addendum, Vacaville (2019; 22); • Hillcrest LRDP EIR, La Jolla(2019; 36); • 555 Portola Road CUP, Portola Valley (2019; 11); • Johnson Drive Economic Development Zone SEIR, Pleasanton(2019; 27); • 1750 Broadway Project CEQA Exemption, Oakland(2019; 19); • Mor Furniture Project MND, Murietta Hot Springs (2019; 27); • Harbor View Project EIR, Redwood City (2019; 26); • Visalia Logistics Center(2019; 13); • Cordelia Industrial Buildings MND (2019; 14); • Scheu Distribution Center IS/ND, Rancho Cucamonga(2019; 13); • Mills Park Center Staff Report, San Bruno (2019; 22); • Site visit to Desert Highway Farms IS/MND, Imperial County (2019; 9); • Desert Highway Farms IS/MND, Imperial County(2019; 12); • ExxonMobil Interim Trucking for Santa Ynez Unit Restart SEIR, Santa Barbara(2019; 9); • Olympic Holdings Inland Center Warehouse Project MND, Rancho Cucamonga(2019; 14); • Replies to responses on Lawrence Equipment Industrial Warehouse, Banning (2019; 19); • PARS Global Storage MND, Murietta(2019; 13); • Slover Warehouse EIR Addendum, Fontana(2019; 16); • Seefried Warehouse Project IS/MND, Lathrop (2019; 19) • World Logistics Center Site Visit, Moreno Valley (2019; 19); • Merced Landfill Gas-To-Energy Project IS/MND (2019; 12); • West Village Expansion FEIR, UC Davis (2019; 11); • Site visit, Doheny Ocean Desalination EIR, Dana Point(2019; 11); Page 949 Smallwood CV 32 • Replies to responses on Avalon West Valley Expansion EIR, San Jose (2019; 10); • Avalon West Valley Expansion EIR, San Jose (2019; 22); • Sunroad—Otay 50 EIR Addendum, San Diego (2019; 26); • Del Rey Pointe Residential Project IS/MND, Los Angeles (2019; 34); • 1 AMD Redevelopment EIR, Sunnyvale (2019; 22); • Lawrence Equipment Industrial Warehouse IS/MND, Banning (2019; 14); • SDG Commerce 330 Warehouse IS, American Canyon (2019; 21); • PAMA Business Center IS/MND, Moreno Valley(2019; 23); • Cupertino Village Hotel IS (2019; 24); • Lake House IS/ND, Lodi (2019; 33); • Campo Wind Project DEIS, San Diego County (DEIS, (2019; 14); • Stirling Warehouse MND site visit, Victorville (2019; 7); • Green Valley II Mixed-Use Project EIR, Fairfield(2019; 36); • We Be Jammin rezone MND, Fresno (2019; 14); • Gray Whale Cove Pedestrian Crossing IS/ND, Pacifica(2019; 7); • Visalia Logistics Center& DDG 697V Staff Report(2019; 9); • Mather South Community Masterplan Project EIR(2019; 35); • Del Hombre Apartments EIR, Walnut Creek(2019; 23); • Otay Ranch Planning Area 12 EIR Addendum, Chula Vista(2019; 21); • The Retreat at Sacramento IS/MND (2019; 26); • Site visit to Sunroad—Centrum 6 EIR Addendum, San Diego (2019; 9); • Sunroad—Centrum 6 EIR Addendum, San Diego (2018; 22); • North First and Brokaw Corporate Campus Buildings EIR Addendum, San Jose (2018; 30); • South Lake Solar IS, Fresno County(2018; 18); • Galloo Island Wind Project Application,New York(not submitted) (2018; 44); • Doheny Ocean Desalination EIR, Dana Point(2018; 15); • Stirling Warehouse MND, Victorville (2018; 18); • LDK Warehouse MND, Vacaville (2018; 30); • Gateway Crossings FEIR, Santa Clara(2018; 23); • South Hayward Development IS/MND (2018; 9); • CBU Specific Plan Amendment, Riverside (2018; 27); • 2"d replies to responses on Dove Hill Road Assisted Living Project MND (2018; 11); • Replies to responses on Dove Hill Road Assisted Living Project MND (2018; 7); • Dove Hill Road Assisted Living Project MND (2018; 12); • Deer Ridge/Shadow Lakes Golf Course EIR, Brentwood(2018; 21); • Pyramid Asphalt BLM Finding of No Significance, Imperial County(2018; 22); • Amare Apartments IS/MND, Martinez (2018; 15); • Petaluma Hill Road Cannabis MND, Santa Rosa (2018; 21); • 2"d comments on Zeiss Innovation Center IS/MND, Dublin(2018: 12); • Zeiss Innovation Center IS/MND, Dublin (2018: 32); • City of Hope Campus Plan EIR, Duarte (2018; 21); • Palo Verde Center IS/MND, Blythe (2018; 14); • Logisticenter at Vacaville MND (2018; 24); • IKEA Retail Center SEIR, Dublin (2018; 17); Page 950 Smallwood CV 33 • Merge 56 EIR, San Diego (2018; 15); • Natomas Crossroads Quad B Office Project P18-014 EIR, Sacramento (2018; 12); • 2900 Harbor Bay Parkway Staff Report, Alameda(2018; 30); • At Dublin EIR, Dublin (2018; 25); • Fresno Industrial Rezone Amendment Application No. 3807 IS (2018; 10); • Nova Business Park IS/MND,Napa(2018; 18); • Updated Collision Risk Model Priors for Estimating Eagle Fatalities, USFWS (2018; 57); • 750 Marlborough Avenue Warehouse MND, Riverside (2018; 14); • Replies to responses on San Bernardino Logistics Center IS (2018; 12); • San Bernardino Logistics Center IS (2018; 19); • CUP2017-16, Costco IS/MND, Clovis (2018; 11); • Desert Land Ventures Specific Plan EIR, Desert Hot Springs (2018; 18); • Ventura Hilton IS/MND (2018; 30); • North of California Street Master Plan Project IS, Mountain View (2018: 11); • Tamarind Warehouse MND, Fontana(2018; 16); • Lathrop Gateway Business Park EIR Addendum(2018; 23); • Centerpointe Commerce Center IS, Moreno Valley (2019; 18); • Amazon Warehouse Notice of Exemption, Bakersfield(2018; 13); • CenterPoint Building 3 project Staff Report, Manteca(2018; 23); • Cessna&Aviator Warehouse IS/MND, Vacaville (2018; 24); • Napa Airport Corporate Center EIR, American Canyon(2018, 15); • 800 Opal Warehouse Initial Study, Mentone, San Bernardino County (2018; 18); • 2695 W. Winton Ave Industrial Project IS, Hayward(2018; 22); • Trinity Cannabis Cultivation and Manufacturing Facility DEIR, Calexico (2018; 15); • Shoe Palace Expansion IS/MND, Morgan Hill (2018; 21); • Newark Warehouse at Morton Salt Plant Staff Report(2018; 15); • Northlake Specific Plan FEIR"Peer Review", Los Angeles County(2018; 9); • Replies to responses on Northlake Specific Plan SEIR, Los Angeles County (2018; 13); • Northlake Specific Plan SEIR, Los Angeles County(2017; 27); • Bogle Wind Turbine DEIR, east Yolo County(2017; 48); • Ferrante Apartments IS/MND, Los Angeles (2017; 14); • The Villages of Lakeview EIR, Riverside (2017; 28); • Data Needed for Assessing Trail Management Impacts on Northern Spotted Owl, Marin County(2017; 5); • Notes on Proposed Study Options for Trail Impacts on Northern Spotted Owl (2017; 4); • Pyramid Asphalt IS, Imperial County(Declaration) (2017; 5); • San Gorgonio Crossings EIR, Riverside County(2017; 22); • Replies to responses on Jupiter Project IS and MND, Apple Valley (2017; 12); • Proposed World Logistics Center Mitigation Measures, Moreno Valley (2017, 2019; 12); • MacArthur Transit Village Project Modified 2016 CEQA Analysis (2017; 12); • PG&E Company Bay Area Operations and Maintenance HCP (2017; 45); • Central SoMa Plan DEIR(2017; 14); • Suggested mitigation for trail impacts on northern spotted owl, Marin County(2016; 5); • Colony Commerce Center Specific Plan DEIR, Ontario (2016; 16); Page 951 Smallwood CV 34 • Fairway Trails Improvements MND, Marin County(2016; 13); • Review of Avian-Solar Science Plan(2016; 28); • Replies on Pyramid Asphalt IS, Imperial County(2016; 5); • Pyramid Asphalt IS, Imperial County(2016; 4); • Agua Mansa Distribution Warehouse Project Initial Study(2016; 14); • Santa Anita Warehouse MND, Rancho Cucamonga(2016; 12); • CapRock Distribution Center III DEIR, Rialto (2016: 12); • Orange Show Logistics Center IS/MND, San Bernardino (2016; 9); • City of Palmdale Oasis Medical Village Project IS/MND (2016; 7); • Comments on proposed rule for incidental eagle take, USFWS (2016, 49); • Replies on Grapevine Specific and Community Plan FEIR, Kern County(2016; 25); • Grapevine Specific and Community Plan DEIR, Kern County (2016; 15); • Clinton County Zoning Ordinance for Wind Turbine siting (2016); • Hallmark at Shenandoah Warehouse Project Initial Study, San Bernardino (2016; 6); • Tri-City Industrial Complex Initial Study, San Bernardino (2016; 5); • Hidden Canyon Industrial Park Plot Plan 16-PP-02, Beaumont(2016; 12); • Kimball Business Park DEIR(2016; 10); • Jupiter Project IS and MND, Apple Valley, San Bernardino County (2016; 9); • Revised Draft Giant Garter Snake Recovery Plan of 2015 (2016, 18); • Palo Verde Mesa Solar Project EIR, Blythe (2016; 27); • Reply on Fairview Wind Project Natural Heritage Assessment, Ontario, Canada(2016; 14); • Fairview Wind Project Natural Heritage Assessment, Ontario, Canada(2016; 41); • Reply on Amherst Island Wind Farm Natural Heritage Assessment, Ontario (2015, 38); • Amherst Island Wind Farm Natural Heritage Assessment, Ontario (2015, 31); • Second Reply on White Pines Wind Farm, Ontario (2015, 6); • Reply on White Pines Wind Farm Natural Heritage Assessment, Ontario (2015, 10); • White Pines Wind Farm Natural Heritage Assessment, Ontario (2015, 9); • Proposed Section 24 Specific Plan Agua Caliente Band of Cahuilla Indians DEIS (2015, 9); • Replies on 24 Specific Plan Agua Caliente Band of Cahuilla Indians FEIS (2015, 6); • Willow Springs Solar Photovoltaic Project DEIR, Rosamond(2015; 28); • Sierra Lakes Commerce Center Project DEIR, Fontana(2015, 9); • Columbia Business Center MND, Riverside (2015; 8); • West Valley Logistics Center Specific Plan DEIR, Fontana (2015, 10); • Willow Springs Solar Photovoltaic Project DEIR(2015, 28); • Alameda Creek Bridge Replacement Project DEIR (2015, 10); • World Logistic Center Specific Plan FEIR, Moreno Valley (2015, 12); • Elkhorn Valley Wind Power Project Impacts, Oregon(2015; 143); • Bay Delta Conservation Plan EIR/EIS, Sacramento (2014, 21); • Addison Wind Energy Project DEIR, Mojave (2014, 32); • Replies on the Addison Wind Energy Project DEIR, Mojave (2014, 15); • Addison and Rising Tree Wind Energy Project FEIR, Mojave (2014, 12); • Palen Solar Electric Generating System FSA(CEC), Blythe (2014, 20); • Rebuttal testimony on Palen Solar Energy Generating System (2014, 9); • Seven Mile Hill and Glenrock/Rolling Hills impacts+Addendum, Wyoming (2014; 105); Page 952 Smallwood CV 35 • Rising Tree Wind Energy Project DEIR, Mojave (2014, 32); • Replies on the Rising Tree Wind Energy Project DEIR, Mojave (2014, 15); • Soitec Solar Development Project PEIR, Boulevard, San Diego County(2014, 18); • Oakland Zoo expansion on Alameda whipsnake and California red-legged frog (2014; 3); • Alta East Wind Energy Project FEIS, Tehachapi Pass (2013, 23); • Blythe Solar Power Project Staff Assessment, California Energy Commission(2013, 16); • Clearwater and Yakima Solar Projects DEIR, Kern County(2013, 9); • West Antelope Solar Energy Project IS/MND, Antelope Valley (2013, 18); • Cuyama Solar Project DEIR, Carrizo Plain(2014, 19); • Desert Renewable Energy Conservation Plan(DRECP) EIR/EIS (2015, 49); • Kingbird Solar Photovoltaic Project EIR, Kern County (2013, 19); • Lucerne Valley Solar Project IS/MND, San Bernardino County (2013, 12); • Tule Wind project FEIR/FEIS (Declaration) (2013; 31); • Sunlight Partners LANDPRO Solar Project MND (2013; 11); • Declaration in opposition to BLM fracking (2013; 5); • Blythe Energy Project(solar) CEC Staff Assessment(2013;16); • Rosamond Solar Project EIR Addendum, Kern County(2013; 13); • Pioneer Green Solar Project EIR, Bakersfield(2013; 13); • Replies on Soccer Center Solar Project MND (2013; 6); • Soccer Center Solar Project MND, Lancaster(2013; 10); • Plainview Solar Works MND, Lancaster(2013; 10); • Alamo Solar Project MND, Mojave Desert (2013; 15); • Replies on Imperial Valley Solar Company 2 Project(2013; 10); • Imperial Valley Solar Company 2 Project(2013; 13); • FRV Orion Solar Project DEIR, Kern County (PP12232) (2013; 9); • Casa Diablo IV Geothermal Development Project (2013; 6); • Reply on Casa Diablo IV Geothermal Development Project(2013; 8); • Alta East Wind Project FEIS, Tehachapi Pass (2013; 23); • Metropolitan Air Park DEIR, City of San Diego (2013; ); • Davidon Homes Tentative Subdivision Rezoning Project DEIR, Petaluma(2013; 9); • Oakland Zoo Expansion Impacts on Alameda Whipsnake (2013; 10); • Campo Verde Solar project FEIR, Imperial Valley(2013; 11pp); • Neg Dec comments on Davis Sewer Trunk Rehabilitation(2013; 8); • North Steens Transmission Line FEIS, Oregon(Declaration) (2012; 62); • Summer Solar and Springtime Solar Projects Ism Lancaster(2012; 8); • J&J Ranch, 24 Adobe Lane Environmental Review, Orinda(2012; 14); • Replies on Hudson Ranch Power II Geothermal Project and Simbol Calipatria Plant II (2012; 8); • Hudson Ranch Power II Geothermal Project and Simbol Calipatria Plant II (2012; 9); • Desert Harvest Solar Project EIS, near Joshua Tree (2012; 15); • Solar Gen 2 Array Project DEIR, El Centro (2012; 16); • Ocotillo Sol Project EIS, Imperial Valley (2012; 4); • Beacon Photovoltaic Project DEIR, Kern County(2012; 5); • Butte Water District 2012 Water Transfer Program IS/MND (2012; 11); Page 953 Smallwood CV 36 • Mount Signal and Calexico Solar Farm Projects DEIR(2011; 16); • City of Elk Grove Sphere of Influence EIR(2011; 28); • Sutter Landing Park Solar Photovoltaic Project MND, Sacramento (2011; 9); • Rabik/Gudath Project, 22611 Coleman Valley Road, Bodega Bay (CPN 10-0002) (2011; 4); • Ivanpah Solar Electric Generating System (ISEGS) (Declaration) (2011; 9); • Draft Eagle Conservation Plan Guidance, USFWS (2011; 13); • Niles Canyon Safety Improvement Project EIR/EA(2011; 16); • Route 84 Safety Improvement Project(Declaration) (2011; 7); • Rebuttal on Whistling Ridge Wind Energy Power DEIS, Skamania County, (2010; 6); • Whistling Ridge Wind Energy Power DEIS, Skamania County, Washington(2010; 41); • Klickitat County's Decisions on Windy Flats West Wind Energy Project (2010; 17); • St. John's Church Project DEIR, Orinda(2010; 14); • Results Radio Zone File#2009-001 IS/MND, Conaway site, Davis (2010; 20); • Rio del Oro Specific Plan Project FEIR, Rancho Cordova(2010;12); • Results Radio Zone File#2009-001, Mace Blvd site, Davis (2009; 10); • Answers to Questions on 33%RPS Implementation Analysis Preliminary Results Report (2009; 9); • SEPA Determination of Non-significance regarding zoning adjustments for Skamania County, Washington(Second Declaration) (2008; 17); • Draft I Summary Report to CAISO (2008; 10); • Hilton Manor Project Categorical Exemption, County of Placer(2009; 9); • Protest of CARE to Amendment to the Power Purchase and Sale Agreement for Procurement of Eligible Renewable Energy Resources Between Hatchet Ridge Wind LLC and PG&E (2009; 3); • Tehachapi Renewable Transmission Project EIR/EIS (2009; 142); • Delta Shores Project EIR, south Sacramento (2009; 11 + addendum 2); • Declaration in Support of Care's Petition to Modify D.07-09-040 (2008; 3); • The Public Utility Commission's Implementation Analysis December 16 Workshop for the Governor's Executive Order 5-14-08 to implement a 33%Renewable Portfolio Standard by 2020 (2008; 9); • The Public Utility Commission's Implementation Analysis Draft Work Plan for the Governor's Executive Order 5-14-08 to implement a 33%Renewable Portfolio Standard by 2020 (2008; 11); • Draft IA Summary Report to California Independent System Operator for Planning Reserve Margins (PRM) Study(2008; 7.); • SEPA Determination of Non-significance regarding zoning adjustments for Skamania County, Washington (Declaration) (2008; 16); • Colusa Generating Station, California Energy Commission PSA (2007; 24); • Rio del Oro Specific Plan Project Recirculated DEIR, Mather(2008: 66); • Replies on Regional University Specific Plan EIR, Roseville (2008; 20); • Regional University Specific Plan EIR, Roseville (2008: 33); • Clark Precast, LLC's "Sugarland"project,ND, Woodland(2008: 15); • Cape Wind Project DEIS,Nantucket (2008; 157); • Yuba Highlands Specific Plan EIR, Spenceville, Yuba County (2006; 37); • Replies to responses on North Table Mountain MND, Butte County (2006; 5); Page 954 Smallwood CV 37 • North Table Mountain MND, Butte County(2006; 15); • Windy Point Wind Farm EIS (2006; 14 and Powerpoint slide replies); • Shiloh I Wind Power Project EIR, Rio Vista(2005; 18); • Buena Vista Wind Energy Project NOP, Byron (2004; 15); • Callahan Estates Subdivision ND, Winters (2004; 11); • Winters Highlands Subdivision IS/ND (2004; 9); • Winters Highlands Subdivision IS/ND (2004; 13); • Creekside Highlands Project, Tract 7270 ND (2004; 21); • Petition to California Fish and Game Commission to list Burrowing Owl (2003; 10); • Altamont Pass Wind Resource Area CUP renewals, Alameda County (2003; 41); • UC Davis Long Range Development Plan: Neighborhood Master Plan(2003; 23); • Anderson Marketplace Draft Environmental Impact Report(2003; 18); • Negative Declaration of the proposed expansion of Temple B'nai Tikyah(2003; 6); • Antonio Mountain Ranch Specific Plan Public Draft EIR(2002; 23); • Replies on East Altamont Energy Center evidentiary hearing (2002; 9); • Revised Draft Environmental Impact Report, The Promenade (2002; 7); • Recirculated Initial Study for Calpine's proposed Pajaro Valley Energy Center(2002; 3); • UC Merced-- Declaration(2002; 5); • Replies on Atwood Ranch Unit III Subdivision FEIR(2003; 22); • Atwood Ranch Unit III Subdivision EIR(2002; 19); • California Energy Commission Staff Report on GWF Tracy Peaker Project (2002; 20); • Silver Bend Apartments IS/MND, Placer County(2002; 13); • UC Merced Long-range Development Plan DEIR and UC Merced Community Plan DEIR (2001; 26); • Colusa County Power Plant IS, Maxwell (2001; 6); • Dog Park at Catlin Park, Folsom, California(2001; 5); • Calpine and Bechtel Corporations' Biological Resources Implementation and Monitoring Program (BRMIMP) for the Metcalf Energy Center(2000; 10); • Metcalf Energy Center, California Energy Commission FSA(2000); • US Fish and Wildlife Service Section 7 consultation with the California Energy Commission regarding Calpine and Bechtel Corporations' Metcalf Energy Center(2000; 4); • California Energy Commission's Preliminary Staff Assessment of the proposed Metcalf Energy Center(2000: 11); • Site-specific management plans for the Natomas Basin Conservancy's mitigation lands, prepared by Wildlands, Inc. (2000: 7); • Affidavit of K. Shawn Smallwood in Spirit of the Sage Council, et al. (Plaintiffs)vs. Bruce Babbitt, Secretary, U.S. Department of the Interior, et al. (Defendants), Injuries caused by the No Surprises policy and final rule which codifies that policy (1999: 9). • California Board of Forestry's proposed amended Forest Practices Rules (1999); • Sunset Skyranch Airport Use Permit IS/MND (1999); • Ballona West Bluffs Project Environmental Impact Report (1999; oral presentation); • Draft Recovery Plan for Giant Garter Snake (Fed. Reg. 64(176): 49497-49498) (1999; 8); • Draft Recovery Plan for Arroyo Southwestern Toad(1998); • Pacific Lumber Co. (Headwaters) HCP & EIR, Fortuna(1998; 28); • Natomas Basin HCP Permit Amendment, Sacramento (1998); Page 955 Smallwood CV 38 • San Diego Multi-Species Conservation Program FEIS/FEIR(1997; 10); Comments on other Environmental Review Documents: • Proposed Regulation for California Fish and Game Code Section 3503.5 (2015: 12); • Statement of Overriding Considerations related to extending Altamont Winds, Inc.'s Conditional Use Permit PLN2014-00028 (2015; 8); • Covell Village PEIR, Davis (2005; 19); • Bureau of Land Management Wind Energy Programmatic EIS Scoping (2003; 7.); • NEPA Environmental Analysis for Biosafety Level 4 National Biocontainment Laboratory (NBL) at UC Davis (2003: 7); • Notice of Preparation of UC Merced Community and Area Plan EIR, on behalf of The Wildlife Society—Western Section(2001: 8.); • Preliminary Draft Yolo County Habitat Conservation Plan (2001; 2 letters totaling 35.); • Merced County General Plan Revision, notice of Negative Declaration(2001: 2.); • Notice of Preparation of Campus Parkway EIR/EIS (2001: 7.); • Draft Recovery Plan for the bighorn sheep in the Peninsular Range (Ovis candensis) (2000); • Draft Recovery Plan for the California Red-legged Frog (Rana aurora draytonii), on behalf of The Wildlife Society—Western Section(2000: 10.); • Sierra Nevada Forest Plan Amendment Draft Environmental Impact Statement, on behalf of The Wildlife Society—Western Section(2000: 7.); • State Water Project Supplemental Water Purchase Program, Draft Program EIR (1997); • Davis General Plan Update EIR(2000); • Turn of the Century EIR(1999: 10); • Proposed termination of Critical Habitat Designation under the Endangered Species Act (Fed. Reg. 64(113): 31871-31874) (1999); • NOA Draft Addendum to the Final Handbook for Habitat Conservation Planning and Incidental Take Permitting Process, termed the HCP 5-Point Policy Plan(Fed. Reg. 64(45): 11485 - 11490) (1999; 2 +attachments); • Covell Center Project EIR and EIR Supplement(1997). Position Statements I prepared the following position statements for the Western Section of The Wildlife Society, and one for nearly 200 scientists: • Recommended that the California Department of Fish and Game prioritize the extermination of the introduced southern water snake in northern California. The Wildlife Society-- Western Section(2001); • Recommended that The Wildlife Society—Western Section appoint or recommend members of the independent scientific review panel for the UC Merced environmental review process (2001); • Opposed the siting of the University of California's 10th campus on a sensitive vernal pool/grassland complex east of Merced. The Wildlife Society--Western Section(2000); • Opposed the legalization of ferret ownership in California. The Wildlife Society--Western Section (2000); • Opposed the Proposed"No Surprises," "Safe Harbor," and"Candidate Conservation Agreement"rules, including permit-shield protection provisions (Fed. Reg. Vol. 62,No. Page 956 Smallwood CV 39 103,pp. 29091-29098 and No. 113,pp. 32189-32194). This statement was signed by 188 scientists and went to the responsible federal agencies, as well as to the U.S. Senate and House of Representatives. Posters at Professional Meetings Leyvas, E. and K. S. Smallwood. 2015. Rehabilitating injured animals to offset and rectify wind project impacts. Conference on Wind Energy and Wildlife Impacts, Berlin, Germany, 9-12 March 2015. Smallwood, K. S., J. Mount, S. Standish, E. Leyvas, D. Bell, E. Walther, B. Karas. 2015. Integrated detection trials to improve the accuracy of fatality rate estimates at wind projects. Conference on Wind Energy and Wildlife Impacts, Berlin, Germany, 9-12 March 2015. Smallwood, K. S. and C. G. Thelander. 2005. Lessons learned from five years of avian mortality research in the Altamont Pass WRA. AWEA conference, Denver, May 2005. Neher, L., L. Wilder, J. Woo, L. Spiegel, D. Yen-Nakafugi, and K.S. Smallwood. 2005. Bird's eye view on California wind. AWEA conference, Denver, May 2005. Smallwood, K. S., C. G. Thelander and L. Spiegel. 2003. Toward a predictive model of avian fatalities in the Altamont Pass Wind Resource Area. Windpower 2003 Conference and Convention, Austin, Texas. Smallwood, K.S. and Eva Butler. 2002. Pocket Gopher Response to Yellow Star-thistle Eradication as part of Grassland Restoration at Decommissioned Mather Air Force Base, Sacramento County, California. White Mountain Research Station Open House, Barcroft Station. Smallwood, K.S. and Michael L. Morrison. 2002. Fresno kangaroo rat(Dipodomys nitratoides) Conservation Research at Resources Management Area 5, Lemoore Naval Air Station. White Mountain Research Station Open House, Barcroft Station. Smallwood, K.S. and E.L. Fitzhugh. 1989. Differentiating mountain lion and dog tracks. Third Mountain Lion Workshop, Prescott, AZ. Smith, T. R. and K. S. Smallwood. 2000. Effects of study area size, location, season, and allometry on reported Sorex shrew densities. Annual Meeting of the Western Section of The Wildlife Society. Presentations at Professional Meetings and Seminars Dog detections of bat and bird fatalities at wind farms in the Altamont Pass Wind Resource Area. East Bay Regional Park District 2019 Stewardship Seminar, Oakland, California, 13 November 2019. Repowering the Altamont Pass. Altamont Symposium, The Wildlife Society—Western Section, 5 February 2017. Developing methods to reduce bird mortality in the Altamont Pass Wind Resource Area, 1999- Page 957 Smallwood CV 40 2007. Altamont Symposium, The Wildlife Society—Western Section, 5 February 2017. Conservation and recovery of burrowing owls in Santa Clara Valley. Santa Clara Valley Habitat Agency,Newark, California, 3 February 2017. Mitigation of Raptor Fatalities in the Altamont Pass Wind Resource Area. Raptor Research Foundation Meeting, Sacramento, California, 6 November 2015. From burrows to behavior: Research and management for burrowing owls in a diverse landscape. California Burrowing Owl Consortium meeting, 24 October 2015, San Jose, California. The Challenges of repowering. Keynote presentation at Conference on Wind Energy and Wildlife Impacts, Berlin, Germany, 10 March 2015. Research Highlights Altamont Pass 2011-2015. Scientific Review Committee, Oakland, California, 8 July 2015. Siting wind turbines to minimize raptor collisions: Altamont Pass Wind Resource Area. US Fish and Wildlife Service Golden Eagle Working Group, Sacramento, California, 8 January 2015. Evaluation of nest boxes as a burrowing owl conservation strategy. Sacramento Chapter of the Western Section, The Wildlife Society. Sacramento, California, 26 August 2013. Predicting collision hazard zones to guide repowering of the Altamont Pass. Conference on wind power and environmental impacts. Stockholm, Sweden, 5-7 February 2013. Impacts of Wind Turbines on Wildlife. California Council for Wildlife Rehabilitators, Yosemite, California, 12 November 2012. Impacts of Wind Turbines on Birds and Bats. Madrone Audubon Society, Santa Rosa, California, 20 February 2012. Comparing Wind Turbine Impacts across North America. California Energy Commission Staff Workshop: Reducing the Impacts of Energy Infrastructure on Wildlife, 20 July 2011. Siting Repowered Wind Turbines to Minimize Raptor Collisions. California Energy Commission Staff Workshop: Reducing the Impacts of Energy Infrastructure on Wildlife, 20 July 2011. Siting Repowered Wind Turbines to Minimize Raptor Collisions. Alameda County Scientific Review Committee meeting, 17 February 2011 Comparing Wind Turbine Impacts across North America. Conference on Wind energy and Wildlife impacts, Trondheim,Norway, 3 May 2011. Update on Wildlife Impacts in the Altamont Pass Wind Resource Area. Raptor Symposium, The Wildlife Society—Western Section, Riverside, California, February 2011. Siting Repowered Wind Turbines to Minimize Raptor Collisions. Raptor Symposium, The Wildlife Page 958 Smallwood CV 41 Society -Western Section, Riverside, California, February 2011. Wildlife mortality caused by wind turbine collisions. Ecological Society of America, Pittsburgh, Pennsylvania, 6 August 2010. Map-based repowering and reorganization of a wind farm to minimize burrowing owl fatalities. California burrowing Owl Consortium Meeting, Livermore, California, 6 February 2010. Environmental barriers to wind power. Getting Real About Renewables: Economic and Environmental Barriers to Biofuels and Wind Energy. A symposium sponsored by the Environmental &Energy Law& Policy Journal, University of Houston Law Center, Houston, 23 February 2007. Lessons learned about bird collisions with wind turbines in the Altamont Pass and other US wind farms. Meeting with Japan Ministry of the Environment and Japan Ministry of the Economy, Wild Bird Society of Japan, and other NGOs Tokyo, Japan, 9 November 2006. Lessons learned about bird collisions with wind turbines in the Altamont Pass and other US wind farms. Symposium on bird collisions with wind turbines. Wild Bird Society of Japan, Tokyo, Japan, 4 November 2006. Responses of Fresno kangaroo rats to habitat improvements in an adaptive management framework. California Society for Ecological Restoration(SERCAL) 131h Annual Conference, UC Santa Barbara, 27 October 2006. Fatality associations as the basis for predictive models of fatalities in the Altamont Pass Wind Resource Area. EEI/APLIC/PIER Workshop, 2006 Biologist Task Force and Avian Interaction with Electric Facilities Meeting, Pleasanton, California, 28 April 2006. Burrowing owl burrows and wind turbine collisions in the Altamont Pass Wind Resource Area. The Wildlife Society -Western Section Annual Meeting, Sacramento, California, February 8, 2006. Mitigation at wind farms. Workshop: Understanding and resolving bird and bat impacts. American Wind Energy Association and Audubon Society. Los Angeles, CA. January 10 and 11, 2006. Incorporating data from the California Wildlife Habitat Relationships (CWHR) system into an impact assessment tool for birds near wind farms. Shawn Smallwood, Kevin Hunting, Marcus Yee, Linda Spiegel, Monica Parisi. Workshop: Understanding and resolving bird and bat impacts. American Wind Energy Association and Audubon Society. Los Angeles, CA. January 10 and 11, 2006. Toward indicating threats to birds by California's new wind farms. California Energy Commission, Sacramento, May 26, 2005. Avian collisions in the Altamont Pass. California Energy Commission, Sacramento, May 26, 2005. Ecological solutions for avian collisions with wind turbines in the Altamont Pass Wind Resource Area. EPRI Environmental Sector Council, Monterey, California, February 17, 2005. Page 959 Smallwood CV 42 Ecological solutions for avian collisions with wind turbines in the Altamont Pass Wind Resource Area. The Wildlife Society—Western Section Annual Meeting, Sacramento, California, January 19, 2005. Associations between avian fatalities and attributes of electric distribution poles in California. The Wildlife Society-Western Section Annual Meeting, Sacramento, California, January 19, 2005. Minimizing avian mortality in the Altamont Pass Wind Resources Area. UC Davis Wind Energy Collaborative Forum, Palm Springs, California, December 14, 2004. Selecting electric distribution poles for priority retrofitting to reduce raptor mortality. Raptor Research Foundation Meeting, Bakersfield, California,November 10, 2004. Responses of Fresno kangaroo rats to habitat improvements in an adaptive management framework. Annual Meeting of the Society for Ecological Restoration, South Lake Tahoe, California, October 16, 2004. Lessons learned from five years of avian mortality research at the Altamont Pass Wind Resources Area in California. The Wildlife Society Annual Meeting, Calgary, Canada, September 2004. The ecology and impacts of power generation at Altamont Pass. Sacramento Petroleum Association, Sacramento, California, August 18, 2004. Burrowing owl mortality in the Altamont Pass Wind Resource Area. California Burrowing Owl Consortium meeting, Hayward, California, February 7, 2004. Burrowing owl mortality in the Altamont Pass Wind Resource Area. California Burrowing Owl Symposium, Sacramento,November 2, 2003. Raptor Mortality at the Altamont Pass Wind Resource Area. National Wind Coordinating Committee, Washington, D.C.,November 17, 2003. Raptor Behavior at the Altamont Pass Wind Resource Area. Annual Meeting of the Raptor Research Foundation, Anchorage, Alaska, September, 2003. Raptor Mortality at the Altamont Pass Wind Resource Area. Annual Meeting of the Raptor Research Foundation, Anchorage, Alaska, September, 2003. California mountain lions. Ecological & Environmental Issues Seminar, Department of Biology, California State University, Sacramento,November, 2000. Intra- and inter-turbine string comparison of fatalities to animal burrow densities at Altamont Pass. National Wind Coordinating Committee, Carmel, California, May, 2000. Using a Geographic Positioning System(GPS)to map wildlife and habitat. Annual Meeting of the Western Section of The Wildlife Society, Riverside, CA, January, 2000. Page 960 Smallwood CV 43 Suggested standards for science applied to conservation issues. Annual Meeting of the Western Section of The Wildlife Society, Riverside, CA, January, 2000. The indicators framework applied to ecological restoration in Yolo County, California. Society for Ecological Restoration, September 25, 1999. Ecological restoration in the context of animal social units and their habitat areas. Society for Ecological Restoration, September 24, 1999. Relating Indicators of Ecological Health and Integrity to Assess Risks to Sustainable Agriculture and Native Biota. International Conference on Ecosystem Health, August 16, 1999. A crosswalk from the Endangered Species Act to the HCP Handbook and real HCPs. Southern California Edison, Co. and California Energy Commission, March 4-5, 1999. Mountain lion track counts in California: Implications for Management. Ecological & Environmental Issues Seminar, Department of Biological Sciences, California State University, Sacramento,November 4, 1998. "No Surprises" --Lack of science in the HCP process. California Native Plant Society Annual Conservation Conference, The Presidio, San Francisco, September 7, 1997. In Your Interest. A half hour weekly show aired on Channel 10 Television, Sacramento. In this episode, I served on a panel of experts discussing problems with the implementation of the Endangered Species Act. Aired August 31, 1997. Spatial scaling of pocket gopher(Geomyidae) density. Southwestern Association of Naturalists 44th Meeting, Fayetteville, Arkansas, April 10, 1997. Estimating prairie dog and pocket gopher burrow volume. Southwestern Association of Naturalists 44th Meeting, Fayetteville, Arkansas, April 10, 1997. Ten years of mountain lion track survey. Fifth Mountain Lion Workshop, San Diego, February 27, 1996. Study and interpretive design effects on mountain lion density estimates. Fifth Mountain Lion Workshop, San Diego, February 27, 1996. Small animal control. Session moderator and speaker at the California Farm Conference, Sacramento, California, Feb. 28, 1995. Small animal control. Ecological Farming Conference, Asylomar, California, Jan. 28, 1995. Habitat associations of the Swainson's Hawk in the Sacramento Valley's agricultural landscape. 1994 Raptor Research Foundation Meeting, Flagstaff, Arizona. Alfalfa as wildlife habitat. Seed Industry Conference, Woodland, California, May 4, 1994. Page 961 Smallwood CV 44 Habitats and vertebrate pests: impacts and management. Managing Farmland to Bring Back Game Birds and Wildlife to the Central Valley. Yolo County Resource Conservation District, U.C. Davis, February 19, 1994. Management of gophers and alfalfa as wildlife habitat. Orland Alfalfa Production Meeting and Sacramento Valley Alfalfa Production Meeting, February 1 and 2, 1994. Patterns of wildlife movement in a farming landscape. Wildlife and Fisheries Biology Seminar Series: Recent Advances in Wildlife, Fish, and Conservation Biology, U.C. Davis, Dec. 6, 1993. Alfalfa as wildlife habitat. California Alfalfa Symposium, Fresno, California, Dec. 9, 1993. Management of pocket gophers in Sacramento Valley alfalfa. California Alfalfa Symposium, Fresno, California, Dec. 8, 1993. Association analysis of raptors in a farming landscape. Plenary speaker at Raptor Research Foundation Meeting, Charlotte,North Carolina,Nov. 6, 1993. Landscape strategies for biological control and IPM. Plenary speaker, International Conference on Integrated Resource Management and Sustainable Agriculture, Beijing, China, Sept. 11, 1993. Landscape Ecology Study of Pocket Gophers in Alfalfa. Alfalfa Field Day, U.C. Davis, July 1993. Patterns of wildlife movement in a farming landscape. Spatial Data Analysis Colloquium, U.C. Davis, August 6, 1993. Sound stewardship of wildlife. Veterinary Medicine Seminar: Ethics of Animal Use, U.C. Davis. May 1993. Landscape ecology study of pocket gophers in alfalfa. Five County Grower's Meeting, Tracy, California. February 1993. Turbulence and the community organizers: The role of invading species in ordering a turbulent system, and the factors for invasion success. Ecology Graduate Student Association Colloquium, U.C. Davis. May 1990. Evaluation of exotic vertebrate pests. Fourteenth Vertebrate Pest Conference, Sacramento, California. March 1990. Analytical methods for predicting success of mammal introductions to North America. The Western Section of the Wildlife Society, Hilo, Hawaii. February 1988. A state-wide mountain lion track survey. Sacramento County Dept Parks and Recreation. April 1986. The mountain lion in California. Davis Chapter of the Audubon Society. October 1985. Ecology Graduate Student Seminars, U.C. Davis, 1985-1990: Social behavior of the mountain lion; Page 962 Smallwood CV 45 Mountain lion control; Political status of the mountain lion in California. Other forms of Participation at Professional Meetings • Scientific Committee, Conference on Wind energy and Wildlife impacts, Berlin, Germany, March 2015. • Scientific Committee, Conference on Wind energy and Wildlife impacts, Stockholm, Sweden, February 2013. • Workshop co-presenter at Birds &Wind Energy Specialist Group (BAWESG) Information sharing week, Bird specialist studies for proposed wind energy facilities in South Africa, Endangered Wildlife Trust, Darling, South Africa, 3-7 October 2011. • Scientific Committee, Conference on Wind energy and Wildlife impacts, Trondheim, Norway, 2-5 May 2011. • Chair of Animal Damage Management Session, The Wildlife Society, Annual Meeting, Reno,Nevada, September 26, 2001. • Chair of Technical Session: Human communities and ecosystem health: Comparing perspectives and making connection. Managing for Ecosystem Health, International Congress on Ecosystem Health, Sacramento, CA August 15-20, 1999. • Student Awards Committee, Annual Meeting of the Western Section of The Wildlife Society, Riverside, CA, January, 2000. • Student Mentor, Annual Meeting of the Western Section of The Wildlife Society, Riverside, CA, January, 2000. Printed Mass Media Smallwood, K.S., D. Mooney, and M. McGuinness. 2003. We must stop the UCD biolab now. Op- Ed to the Davis Enterprise. Smallwood, K.S. 2002. Spring Lake threatens Davis. Op-Ed to the Davis Enterprise. Smallwood, K.S. Summer, 2001. Mitigation of habitation. The Flatlander, Davis, California. Entrikan, R.K. and K.S. Smallwood. 2000. Measure O: Flawed law would lock in new taxes. Op-Ed to the Davis Enterprise. Smallwood, K.S. 2000. Davis delegation lobbies Congress for Wildlife conservation. Op-Ed to the Davis Enterprise. Smallwood, K.S. 1998. Davis Visions. The Flatlander, Davis, California. Smallwood, K.S. 1997. Last grab for Yolo's land and water. The Flatlander, Davis, California. Page 963 Smallwood CV 46 Smallwood, K.S. 1997. The Yolo County HCP. Op-Ed to the Davis Enterprise. Radio/Television PBS News Hour, FOX News, Energy in America: Dead Birds Unintended Consequence of Wind Power Development, August 2011. KXJZ Capital Public Radio -- Insight(Host Jeffrey Callison). Mountain lion attacks (with guest Professor Richard Coss). 23 April 2009; KXJZ Capital Public Radio -- Insight(Host Jeffrey Callison). Wind farm Rio Vista Renewable Power. 4 September 2008; KQED QUEST Episode #111. Bird collisions with wind turbines. 2007; KDVS Speaking in Tongues (host Ron Glick), Yolo County HCP: 1 hour. December 27, 2001; KDVS Speaking in Tongues (host Ron Glick), Yolo County HCP: 1 hour. May 3, 2001; KDVS Speaking in Tongues (host Ron Glick), Yolo County HCP: 1 hour. February 8, 2001; KDVS Speaking in Tongues (host Ron Glick& Shawn Smallwood), California Energy Crisis: 1 hour. Jan. 25, 2001; KDVS Speaking in Tongues (host Ron Glick), Headwaters Forest HCP: I hour. 1998; Davis Cable Channel (host Gerald Heffernon), Burrowing owls in Davis: half hour. June, 2000; Davis Cable Channel (hosted by Davis League of Women Voters), Measure O debate: 1 hour. October, 2000; KXTV 10, In Your Interest, The Endangered Species Act: half hour. 1997. Reviews of Journal Papers Scientific journals for whom I've provided peer review) Journal Journal American Naturalist Journal of Animal Ecology Journal of Wildlife Management Western North American Naturalist Auk Journal of Raptor Research Biological Conservation National Renewable Energy Lab reports Canadian Journal of Zoology Oikos Ecosystem Health The Prairie Naturalist Environmental Conservation Restoration Ecology Page 964 Smallwood CV 47 Journal Journal Environmental Management Southwestern Naturalist Functional Ecology The Wildlife Society—Western Section Trans. Journal of Zoology London Proc. Int. Congress on Managing for Ecosystem Health Journal of Applied Ecology Transactions in GIS Ecology Tropical Ecology Wildlife Society Bulletin Peer J Biological Control The Condor Committees • Scientific Review Committee, Alameda County, Altamont Pass Wind Resource Area • Ph.D. Thesis Committee, Steve Anderson, University of California, Davis • MS Thesis Committee, Marcus Yee, California State University, Sacramento Page 965 Smallwood CV 48 Other Professional Activities or Products Testified in Federal Court in Denver during 2005 over the fate of radio-nuclides in the soil at Rocky Flats Plant after exposure to burrowing animals. My clients won a judgment of$553,000,000. I have also testified in many other cases of litigation under CEQA,NEPA, the Warren-Alquist Act, and other environmental laws. My clients won most of the cases for which I testified. Testified before Environmental Review Tribunals in Ontario, Canada regarding proposed White Pines, Amherst Island, and Fairview Wind Energy projects. Testified in Skamania County Hearing in 2009 on the potential impacts of zoning the County for development of wind farms and hazardous waste facilities. Testified in deposition in 2007 in the case of O'Dell et al. vs. FPL Energy in Houston, Texas. Testified in Klickitat County Hearing in 2006 on the potential impacts of the Windy Point Wind Farm. Memberships in Professional Societies The Wildlife Society Raptor Research Foundation Honors and Awards Fulbright Research Fellowship to Indonesia, 1987 J.G. Boswell Full Academic Scholarship, 1981 college of choice Certificate of Appreciation, The Wildlife Society—Western Section, 2000, 2001 Northern California Athletic Association Most Valuable Cross Country Runner, 1984 American Legion Award, Corcoran High School, 1981, and John Muir Junior High, 1977 CIF Section Champion, Cross Country in 1978 CIF Section Champion, Track& Field 2 mile run in 1981 National Junior Record, 20 kilometer run, 1982 National Age Group Record, 1500 meter run, 1978 Community Activities District 64 Little League Umpire, 2003-2007 Dixon Little League Umpire, 2006-07 Davis Little League Chief Umpire and Board member, 2004-2005 Davis Little League Safety Officer, 2004-2005 Davis Little League Certified Umpire, 2002-2004 Davis Little League Scorekeeper, 2002 Davis Visioning Group member Petitioner for Writ of Mandate under the California Environmental Quality Act against City of Woodland decision to approve the Spring Lake Specific Plan, 2002 Served on campaign committees for City Council candidates Page 966 Smallwood CV 49 Representative Clients/Funders Law Offices of Stephan C. Volker EDF Renewables Blum Collins, LLP National Renewable Energy Lab Eric K. Gillespie Professional Corporation Altamont Winds LLC Law Offices of Berger& Montague Salka Energy Lozeau I Drury LLP Comstocks Business (magazine) Law Offices of Roy Haber BioResource Consultants Law Offices of Edward MacDonald Tierra Data Law Office of John Gabrielli Black and Veatch Law Office of Bill Kopper Terry Preston, Wildlife Ecology Research Center Law Office of Donald B. Mooney EcoStat, Inc. Law Office of Veneruso & Moncharsh US Navy Law Office of Steven Thompson US Department of Agriculture Law Office of Brian Gaffney US Forest Service California Wildlife Federation US Fish&Wildlife Service Defenders of Wildlife US Department of Justice Sierra Club California Energy Commission National Endangered Species Network California Office of the Attorney General Spirit of the Sage Council California Department of Fish &Wildlife The Humane Society California Department of Transportation Hagens Berman LLP California Department of Forestry Environmental Protection Information Center California Department of Food&Agriculture Goldberg, Kamin& Garvin, Attorneys at Law Ventura County Counsel Californians for Renewable Energy(CARE) County of Yolo Seatuck Environmental Association Tahoe Regional Planning Agency Friends of the Columbia Gorge, Inc. Sustainable Agriculture Research& Education Program Save Our Scenic Area Sacramento-Yolo Mosquito and Vector Control District Alliance to Protect Nantucket Sound East Bay Regional Park District Friends of the Swainson's Hawk County of Alameda Alameda Creek Alliance Don & LaNelle Silverstien Center for Biological Diversity Seventh Day Adventist Church California Native Plant Society Escuela de la Raza Unida Endangered Wildlife Trust Susan Pelican and Howard Beeman and BirdLife South Africa Residents Against Inconsistent Development, Inc. AquAlliance Bob Sarvey Oregon Natural Desert Association Mike Boyd Save Our Sound Hillcroft Neighborhood Fund G3 Energy and Pattern Energy Joint Labor Management Committee, Retail Food Industry Emerald Farms Lisa Rocca Pacific Gas & Electric Co. Kevin Jackson Southern California Edison Co. Dawn Stover and Jay Letto Georgia-Pacific Timber Co. Nancy Havassy Northern Territories Inc. Catherine Portman(for Brenda Cedarblade) David Magney Environmental Consulting Ventus Environmental Solutions, Inc. Wildlife History Foundation Panorama Environmental, Inc. NextEra Energy Resources, LLC Adams Broadwell Professional Corporation Ogin, Inc. Page 967 Smallwood CV 50 Representative special-status species experience Common name Species name Description Field experience California red-legged frog Rana aurora draytonii Protocol searches; Many detections Foothill yellow-legged frog Rana boylii Presence surveys; Many detections Western spadefoot Spea hammondii Presence surveys; Few detections California tiger salamander Ambystoma californiense Protocol searches; Many detections Coast range newt Taricha torosa torosa Searches and multiple detections Blunt-nosed leopard lizard Gambelia sila Detected in San Luis Obispo County California horned lizard Phrynosoma coronatum frontale Searches; Many detections Western pond turtle Clemmys marmorata Searches; Many detections San Joaquin kit fox Vulpes macrotis mutica Protocol searches; detections Sumatran tiger Panthera tigris Track surveys in Sumatra Mountain lion Puma concolor californicus Research and publications Point Arena mountain beaver Aplodontia rufa nigra Remote camera operation Giant kangaroo rat Dipodomys ingens Detected in Cholame Valley San Joaquin kangaroo rat Dipodomys nitratoides Monitoring &habitat restoration Monterey dusky-footed woodrat Neotoma fuscipes luciana Non-target captures and mapping of dens Salt marsh harvest mouse Reithrodontomys raviventris Habitat assessment, monitoring Salinas harvest mouse Reithrodontomys megalotus Captures; habitat assessment distichlus Bats Thermal imaging surveys California clapper rail Rallus longirostris Surveys and detections Golden eagle Aquila chrysaetos Numerical &behavioral surveys Swainson's hawk Buteo swainsoni Numerical & behavioral surveys Northern harrier Circus cyaeneus Numerical &behavioral surveys White-tailed kite Elanus leucurus Numerical & behavioral surveys Loggerhead shrike Lanius ludovicianus Large area surveys Least Bell's vireo Vireo bellii pusillus Detected in Monterey County Willow flycatcher Empidonax traillii extimus Research at Sierra Nevada breeding sites Burrowing owl Athene cunicularia hypugia Numerical & behavioral surveys Valley elderberry longhorn Desmocerus californicus Monitored success of relocation and habitat beetle dimorphus restoration Analytical Arroyo southwestern toad Bufo microscaphus californicus Research and report. Giant garter snake Thamnophis gigas Research and publication Northern goshawk Accipiter gentilis Research and publication Northern spotted owl Strix occidentalis Research and reports Alameda whipsnake Masticophis lateralis Expert testimony euryxanthus Page 968 Noriko Lena Smallwood 530-601-6852 1 norikosmallwood@yahoo.com I Temecula, CA Education M.S., Environmental Sciences Aug 2019-Aug 2021 California State University Los Angeles,Advisor: Dr. Eric Wood Thesis: The influence of native plants on urban wildlife in Southern California residential yards • GIS certificate • Special Recognition in Graduate Studies award, 2020 B.S., Environmental and Ecosystem Sciences Aug 2015- Dec 2018 Washington State University, Pullman, Washington • Minors: Biology, Geology Professional Experience Wildlife Ecologist, Dr. Shawn Smallwood, Environmental Consultant June 1, 2016— Present • Independently conduct biological resource surveys at proposed project sites for CEQA review throughout California o Survey for species presence and habitat suitability of birds, mammals, herpetofauna, insects, and plants, especially special status species • Assist with the writing of comment letters for proposed project sites undergoing CEQA review • Conduct biological resource surveys for various research projects on wildlife conservation • Manage and analyze large datasets • Assisted with nest surveys of burrowing owl and loggerhead shrike, and raptor behavior surveys as a part of a research study on 46 plots in the Altamont Pass Wind Resource Area • Processed documents and data relating to human structure impacts on wildlife Biologist, Bargas Environmental Consulting June 9, 2020—June 2022 • Supported various utility-sector projects in Southern and Central California including Southern California Edison, SoCal Gas, and Spectrum • Conducted pre-construction surveys and construction monitoring for nesting birds and plant and wildlife species of special concern, including woodpeckers, raptors, burrowing owl, golden eagle, bald eagle, peregrine falcon, California gnatcatcher, least Bell's vireo, San Bernardino kangaroo rat, Southern rubber boa, monarch butterfly, California red-legged frog, coast horned lizard, Joshua tree, Santa Susana tarplant, and many others. Surveys and monitoring intended to limit or eliminate disturbance to species and habitat • Pre-construction surveys and construction monitoring for water resources (streams and washes) • Delineated and mapped water features in the Mojave desert • Mapped and classified vegetation using the Manual of California Vegetation (MCV) • Used ESRI Survey 123, Collector, and Field Maps, Gaia GPS, and Solocator to collect data and prepare reports • Worked alone and in groups, and often communicated with other biologists as well as construction crew members, including conducting tailboard meetings before construction Page 969 • Trained new biologists in the field by teaching species identification, habitat assessments, ESRI software, and explained job duties • Served as a Field Lead on large SCE projects to provide full-time support and maintain communication between Field Biologists, Project Managers, and Contractors • Conducted desktop reviews to assess landscape and potential suitable habitat for special status species Graduate Researcher, California State University Los Angeles Aug 1, 2019 —Aug 6, 2021 • Thesis: "The influence of native plants on urban wildlife in Southern California residential yards" • Preparation of research project: conducted literature review, public outreach to obtain volunteers, and wrote grant proposals to obtain research funding • Planned, scheduled, and conducted field surveys for birds, pollinating insects, and vegetation in residential yards • Managed a large dataset and conducted statistical analysis in the software,"R" • Conducted remote sensing analyses and created maps using ArcMap and ArcGIS Pro • Gave presentations on my research to a conference and non-profit organizations Research Assistant, University of Idaho Feb 15, 2019—Aug 31, 2019 • Processed images using the software, "ImageJ," for research relating to the effects of cattle grazing on greater sage-grouse nests Lab Assistant, University of Idaho Sep 15, 2017— May 15, 2019 • Set up and maintained lab experiments with nematodes including a research project relating to heat stress on the entomopathogenic nematode,S.feltiae Teaching Experience Graduate Assistant, California State University Jan 20, 2020— Dec 23, 2020 • Graded and provided feedback on assignments and exams for 150 and 90 undergraduate students in BIOL 3600: Integrative Organismal Biology and 80 students in MICR 1010: Intro to Microbiology Tutor, Hayutin &Associates July 25, 2019— May 31, 2020 • Independently tutored K-12 student in test prep (ISEE test), executive function coaching, and subject tutoring (science and mathematics) Volunteer Experience Restoration Volunteer, Washington State University Dec 5, 2018 • Participated in a restoration project by planting native willows in an eroded and degraded stream bed in the South Fork of the Palouse River near Moscow, Idaho Field Surveyor, Washington State University Oct 27-29, 2018 • Participated in a research project on deer vehicle strikes by surveying locations of local radio collared mule and white-tailed deer in Winthrop, Washington using VHF radiotelemetry Field Surveyor, University of Idaho Sep 22-23, 2018 Page 970 • Participated in a research project on the declining populations of pygmy rabbit by surveying pygmy rabbit burrows in the sagebrush ecosystem near Leadore, Idaho using Garmin GPS devices Restoration Volunteer, Washington State University April 2016 • Participated in a restoration project by removing invasive reed canary grass and planting native plants in Missouri Flat Creek in Pullman, Washington Publications Smallwood, K.S. and N.L. Smallwood. 2023. Measured effects of anthropogenic development on vertebrate wildlife diversity. Diversity 15(10):1037. Smallwood, N.L. and E.M. Wood. 2023. The ecological role of native-plant landscaping in residential yards to birds during the nonbreeding period. Ecosphere 14(1): e4360. Smallwood, N.L. and E.M. Wood. 2022 Native-plant landscaping in residential yards provides habitat and refuge for birds in Southern California. Los Angeles Audubon Society Western Tanager 89(2). Smallwood, K.S. and N.L. Smallwood. 2021. Breeding Density and Collision Mortality of Loggerhead Shrike (Lanius ludovicianus) in the Altamont Pass Wind Resource Area. Diversity 13(11):540. Presentations Smallwood, N.L. The ecological role of native-plant landscaping in residential yards to birds during the nonbreeding period. American Ornithological Society/Society of Canadian Ornithologists Conference. August 8 2023, London, Ontario, Canada. Smallwood, N.L. The ecological role of native-plant landscaping in residential yards to birds during the nonbreeding period. University of California Riverside Palm Desert Center. March 2, 2023, Palm Desert, California. Smallwood, N.L. The ecological role of native-plant landscaping in residential yards to urban wildlife. Southern California Academy of Sciences Annual Meeting, May 6, 2022, Fullerton, CA. Smallwood, N.L. Gardening for Biodiversity, a guided tour.Arlington Garden, December 11, 2021, Pasadena, CA. Smallwood, N.L. The influence of native plant landscaping on urban wildlife in Southern California residential yards. California Native Plant Society Los Angeles/Santa Monica Mountains Chapter, October 12, 2021, virtual. Smallwood, N.L. and E.M. Wood. The influence of native plants on urban wildlife in Southern California residential yards. International Urban Wildlife Conference, May 25-27, 2021, virtual. Smallwood, N.L. The influence of native plants on urban wildlife in Southern California residential yards. Theodore Payne Foundation Poppy Hour, March 18, 2021, virtual. G ra nts Total Year(s) Travel award,American Ornithological Society meeting 2023 $936 2023 Graduate Equity Fellowship, California State University Los Angeles $2,000 2020—2021 Pasadena Audubon Society Grant $3,000 2020 State University Grant, California State University Los Angeles $14,352 2019—2021 Cougar Academic Award, Washington State University $45,500 2015—2018 Page 971 Workshops Level 1 Venomous Handling Certification Course, Save the Snakes , 29-30 April 2023. 16 hours, Sacramento, California Rare Pond Species Workshop, The Laguna de Santa Rosa Foundation/The Wildlife Project, 11-12 March 2023, 14 hours, Santa Rosa, California. Burrowing Owl Training. The Western Section of The Wildlife Society Meeting, 6 February 2023, 2 hours, Riverside, California. Introduction to the Mojave Desert Tortoise. Desert Tortoise Council. October/November 2022, 17 hours, online lectures and field training in Ridgecrest, California. Association of Environmental Professionals' 2021 Intermediate CEQA Workshop, February 2021, 4 hours, online. Memberships The Western Section of The Wildlife Society Association of Environmental Professionals Skills and Coursework Research Interests Ecology, Conservation Biology, Urban Ecology, Ornithology, Mammalogy, Habitat Conservation, Habitat Restoration, Wildlife-Human Interactions Species (T&E) Swainson's hawk, California gnatcatcher, least Bell's vireo, Tricolored blackbird, Mojave desert tortoise, California red-legged frog, California tiger salamander, San Bernardino kangaroo rat, Stephens' kangaroo rat Field Techniques Biological resource surveys, habitat assessment, water resource surveys, construction monitoring, bird point counting, bird behavior surveys, nest searching, nest and resource mapping, small mammal burrow surveys, insect transect surveys, vegetation cover surveys, locating wildlife using radio telemetry Experience hiking, backpacking, and operating four-wheel drive vehicles off road Software R, ArcMap, ArcGIS Pro, QGIS, ImageJ, Digital Photo Professional 4, GPS operation Related Coursework Wildlife and Ecology: Wildlife Habitat Ecology (3 semester units), Methods in Wildlife Ecology (4), Restoration Ecology (3), General Ecology (4), Natural Resource Ecology (3), Community Ecology (3), Animal Behavior (3), Ornithology (4), Marine Ecology (3), Rivers: Form, Function, and Management (3), Natural Resource and Environmental Policy and Law (3), Natural Resources: Society and the Environment (3), Environment, Human Life, Sustainability (4) Botany: Plant Systematics (3), Plant Ecology (4), Hot Topics Seminar: "What Kills Trees?" (3) Statistics and GIS: Data Analysis in Biological Sciences (3), Statistical Methods in Research (3), Intro to Statistical Methods (4), Intro to GIS (3), GIS Applications (3), Remote Sensing (3), Digital Cartography (3) Other: Professional Writing in Life Sciences (2), Environmental Geology (3), Water and the Earth (3), Oceanography, General Genetics (4) Page 972 City Council Western Spire August 21 , 2024 Project Overview Project: - Site plan and design review of a mixed-use development consisting of 176 residential units (including 2 live-work units), 7,870 square feet of commercial lease area, and 1 ,400 square feet of live-work commercial lease area on 1 .8 acres of land; Entitlement: Design Review DRC2023-00154, Master Plan DRC2023-00346, & Minor Exception DRC2023-00280 Zoning Designation: Center 2 (CE2) General Plan Designation: City Center Planning Commission Approval • On July 10, 2024, the Planning Commission unanimously recommended City Council approval of the project; • The Commissioners stated that the high level of site and building design and the amount of surrounding non-residential development warranted approval of the related Master Plan, including a reduction in the required non-residential Floor Area Ratio. • The Commissioners also supported the 23-space reduction in the required on- site parking based on the shared use of parking between the residential units and the commercial uses and the implementation of a Parking Management Plan. Project Location I.P.X A MP �ty 4 * w �# i Ap • fi 1p i � t _ Project Site40 t y * t y A IP i_ i d@b I i .J� tea ♦ H __ y� Street View NA Vil , 7 vt V, Look�ng Northwest from Red Oak Street r� �r CITY OF RANCHO CUCAMONGA r • �3 If � in 'n��;Y � ♦f�l � ILA10 � 'I MJ Ali: ■� F� � Oiloil ��''I n, i� �:..-,�— � ��►�� ■-■ Rill ■ r Material Board f 4 6 z s a a 6 SHER W IN W ILLIAMS SNER WIN S'+1LLIMtiS HI.H WFCECWE WHRE SW77F PEPPERCORN SW7674 so e ,,A M 1 ■ Sr-ACOTH S RAYED STUCCO 2 GLAM RAILING 9 FABRICATED mETAL RAILING ❑TO MATCH PAINT SPECS ❑ ❑TO MATCH PAINT SPEC C --1 — 2 9 4 7 C i H ❑ 77El VINVIL WINDOWS& ARCADI4 STOREFRiDM (-MIN BRICK VENEER ml �CRS $Y$IEM L°STA[KED 6OND DARK 4RQNIEJBLACK DARK WKINIZEJBLACK PEWTER I .G 1 ■ ■ ■ u ■� - .. ' ■ ■ ❑STLKC4 OVEBipNG ® AE fMENT HQRlGMhi ®Hu EP5E■ ■± a ■ Ip■ ■ ■ PANEL LAMnW TO MATCH PAINT SPEC B W000 GRAIN ■ pin 0 0 in MILANOSA0BIAN'rv15 A2.11 1 7 'NOf L-4L4AhbM$NIEJk11511C RFFLCkFCa3 HEFERIlCEPANf FfiV M1NlLfdAL SPECS�•rx r.i, ... - Building Elevation Looking Northwest jodi MIL ko IM iTA ,r. s :1 e` I Building . • • • • Southeast H � ` 1 rkr , - ` r i ! ! _ 1 t I F� _- UNIT SUMMARY Unit Composition Residential Unit TypeUnit Size (SF - Net) Number of Studio 680 SIF 30 1 Bedroom650 to 2 Bedroom1 ,160 to 1 ,400 SIF 59 Total Number of Units176 CommercialTotal Area Commercial (SF) 0 Commercial-Live-Work A 4 0 0 (SF) Ground Floor Amenities 770 SF —� RETAIL — 41 l r 2 — j 720 SIK CO-WORK L 1.9803E RR -B•. 6 A1-6 .. 736 SIF F-- RETAIL } —....y... _....� - 12 4.130 SF i To- a 84.4 '+ 1.030 SF 3 LOBBYNAIL 7 ' 8905E '8 .. } 2 3 a: 7 730 SF [7 5I a .` 12 • RETAIL ,---- 7..viA 1.780 SF }__ 7200 SF El El l S1.3 S1.3 eaasF 931)sF MONUMENT CORNER RETAIL OUTDOOR AMENITY ENTRY A4 720SF ra I Roof Top Emenities rP x _AM i � Development Code Compliance COMPLIANCE TABLE Development Required Proposed Complies Standard Density 40 to 100 DU/AC 98 DU/AC YES Non-Residential 1.0 to 2.0 .11 YES* Primary Build-to-Line 0 to 10 Feet Less than 10 Feet YES Secondary 0 to 10 Feet Less than 10 Feet YES Interiorline - • . None 10 Feet-6 inches YES 10 Feet Greater Than 10 YES • Feet Building - 92 Feet Max 87 Feet YES 30 SF/Unit 30,441 SF YES • - (5,280 SF) . . . Master Plan • The Development Code requires a non-residential FAR of 1 .0 to 2.0 within the CE2 zone (78,408 square feet to 156,816 square feet), the applicant is proposing a non-residential FAR of . 11 (9,270 square feet); • The project includes a request for a master plan to establish site-specific development standards for nonresidential floor area (FAR); • The Development Code states that the intent of a Master Plan is to allow: 1 ) exceptional design that could not otherwise be built due to constraints of existing development standards. 2) the implementation of specific goals and policies of the city as provided in the general plan. 00• Master Plan and Surrounding Land Uses 6,000 SF 5,000 SF 2,600 SF Office Office Restaurant _ � . � i h . 111,000 SF �� * Office *t 3,500 SF w ReslaurantlRefail ' 16,000 SF - - ~ Restuarant 6.000 SF Wir - °j► Restaurant qk !` � Ottice J ! 11 �m Hotel 16,000 SF �• s _ Office Project Site 71} i.:� �� _�r gip. •�i' � r �. . t4 k,. S ' 65,000 SF A ° r �► � � *• , , Office �' /r 20,000 SF of: Office �' �`-� *� ��44 ♦� Surrounding Non-Residential �: y + C•.� .' r �1CY c 264,000 SF+ Hotel Golden Nugget Grand Award Best On-the Boards Multi-Family Community 50 �z 1r ^ FR �v I I Parking PARKING ANALYSIS Number Square Parking Ratio Required of Unit Parking s Footage 30 N/A Multi-family unit1.3 per unit • studio •. .•- or carport) 87 N/A Multi-family unit1.5 per unit 0 one bedroom garage or carport) 59 N/A Multi-family unit2 per bedrooms garage or carport) Guest parking per 5 units 36 Commercial/Live-Work per 250 SF for . commercial units Total Garage Parking Required (Covered) 176 Total Garage Parking Provided (Covered) 339 Total Parking Spaces Required • Total Parking Spaces Provided339 Parking Deficiency23* *Minor Exception Submitted for Parking Reduction Minor Exception PARKING SUPPLY TOTAL = 51 SPACES •�c a3 5� 32 34 30 30 29 7y 28 25 22 20 1C 14 10 2 13 0 G:DO AM 7:00 AM O-AG AM 9:00 AM 10:00 AM 11:00 AM 12:OO P M 1:00 PM 2:04 PM 3:00 PM 4:00 PM 5:U0 PM 6:00 PM 7:DO PM 8:00 PM 9:DO PM 10:00 PM 11:00 PM 12:00 AM Total 2 9 IA 22 25 79 30 Al 30 29 28 31 37 47 46 49 38 28 16 ■(lp-WptkCpmmerclatQf ie 0 0 0 1 1 1 1 1 0 0 0 0 0 0 0 0 0 0 0 ■ResidefAial-2$ednoamsGuest 1 3 3 3 3 3 1 3 3 3 3 S 7 it li 11 11 9 6 ■Residential-i Bed emm G4est 0 3 3 3 3 3 3 3 3 3 3 6 4 15 i5 15 15 13 8 ■Residential- Studio Gunt 0 1 1 1 1 i 1 1 1 1 1 1 3 4 4 4 4 4 2 ■Retail 1 1 7 14 17 21 22 73 23 2P 21 19 16 17 15 11 9 2 0 Design Review Committee • The Design Review Committee (DRC — Daniels, and Boling) reviewed the project on April 16, 2024; • The Committee was complimentary of the project design and amenities and recommended that the project be reviewed by the full Planning Commision. Public Art • The project is required to comply with the public art ordinance as outlined in Chapter 17. 124 of the Development Code. Based on the number of residential units and commercial square footage for this project, the total art value required per Section 17. 124.020.C. is $141 ,270. A condition has been included pursuant to the Development Code that requires the public art requirement to be fulfilled prior to occupancy. Environmental Assessment • The project qualifies as a Class 32 exemption under State CEQA Guidelines Section 15332 — Infill Development Projects; • Placeworks, the City's CEQA consultant, prepared the infill exemption demonstrating that the project would not have a significant impact on the environment relating to biological resources, traffic, noise, air quality, or water. 00• Public Notification • This item was advertised as a public hearing with a regular legal advertisement in the Inland Valley Daily Bulletin newspaper on August 7, 2024; • The property was posted on August 7, 2024; • Notices were mailed to 59 property owners within a 660-foot radius of the project site on August 8, 2024. Staff Recommendation • Staff recommends that the City Council approve Design Review DRC2023-00154, Master Plan DRC2023-00346, and Minor Exception DRC2023-00280 and approve Resolutions 2024-082, 2024-083, and 2024-084, subject to the attached Conditions of Approval. CITY OF RANCHO CUCAMONGA DATE: August 21, 2024 TO: Mayor and Members of the City Council FROM: John R. Gillison, City Manager INITIATED BY: Matt Marquez, Director of Planning and Economic Development Jennifer Nakamura, CNU-A, Deputy Director of Planning SUBJECT: Review of Pedestrian Access from Arabian Drive to Heritage Park. (CITY) RECOMMENDATION: Planning Commission and Staff recommend the City Council direct staff to replace the key access only pedestrian gate at the terminus of Arabian Drive with a fence. Planning Commission also provided an alternative option to make no changes. BACKGROUND: Recently, staff has received an inquiry from residents who reside south of Heritage Park questioning why the gate to a public park remains locked. After much research, staff was able to find historical context for the installation of the pedestrian gate to Heritage Park from Arabian Drive. This access point became a source of contention in the early 2000's. Initially, the gate was installed following a City Council decision on November 17, 2004, based on recommendations from the Park and Recreation Commission. The intent was to address the issues caused by Little League families parking on Arabian Drive during games and practices, which included blocking residential driveways, impeding trash collection, and creating safety hazards for children. Despite efforts to manage the parking situation through reminders and alternative parking options, the problem persisted, leading to the installation of a temporary fence and a lockable gate. Keys were distributed to residents identified as "affected properties" on the map attached to the City Council Staff Report (Attachment 2). The park is currently accessible by pedestrians and equestrians from the trail located on Mustang Road between 8888 and 8908 Mustang Road. ANALYSIS: This inquiry prompted a review of the applicable policies outlined in our General Plan, specifically those related to land use, mobility and open space. Looking at this from the lens of the General Plan, one of the Big Ideas of the General Plan is to Provide Accessibility and Connectivity. The General Plan (Volume 1, page 9) states "People of all abilities and means need to be able to move about freely in their city and have choices for how they get around. To achieve this, physical improvements in the city must provide a range of travel options including new opportunities and improved networks for walking, bicycling, and transit, Page 973 suited to all residents, employees and visitors. In addition to connecting streets, developing sidewalks, and building trails, there must also be connections between similar land uses and essential destinations. Neighborhoods should not be gated or separated from each other, and should be well connected to commercial centers, arts, culture and entertainment venues, and employment districts." There are several supporting General Plan land use policies that support this Big Idea and provide context for consideration of this issue. These include: Land Use and Community Character Policies Policy LC-4.3 Connected Neighborhoods. Require that each new increment of residential development make all possible street, trail, and open space connections to existing adjoining residential or commercial development and provide for future connections into any adjoining parcels. Mobility and Access Policies Policy MA-2.4 Street Connectivity. Require connectivity and accessibility to a mix of land uses that meets residents' daily needs within walking distance. Policy MA-2.9 High-Quality Pedestrian Environment. Enhance sidewalks to create a high-quality pedestrian environment, including wider sidewalks, improved pedestrian crossings, buffers between sidewalks and moving traffic, pedestrian lighting, wayfinding signage, shade trees, increased availability of benches, end of cul-de-sac access, etc. Open Space Policies Policy OS-1.1 Equitable Access to Parks. Strive to ensure that at least one park or other public open space is within safe, comfortable walk from homes and jobs, without crossing major streets except at signalized crossings. Equitable access to parks should be determined based on the fundamental character of the place (rural, suburban, urban) and corresponding transportation infrastructure. Policy OS-2.7 Access. Require new development to provide access to existing or future trails and provide appropriate trail amenities (e.g., benches, drinking fountains, hitching posts, bike stands, and other amenities). On July 10, 2024, the Planning Commission reviewed this issue and were asked to provide a recommendation to the Council. Property owners on Arabian Court, Mustang Road and Showalter Court were notified and we received several emails and residents in attendance at the meeting. Residents reiterated the concerns about opening up public access to the park on Arabian Court and felt that the current system worked well. Planning Commission understood the concerns and felt that creating public access to the park in this location was not needed, given that pedestrian access is currently available from the trail on Mustang Road. Some members of the Commission however, did express concern about equitable access through the gate/key configuration. Concerns were raised about keys being issued to select properties, lack of control over key management and the gate being left open improperly (Attachment 3). The Planning Commission voted to recommend two options to the Council: Page 2 Page 974 Option 1: Leave the fence up to restrict general public access from Arabian Drive and replace the keyed gate with a fence to restrict select access. Residents on Arabian Drive who want to access the park still can by walking to the publicly accessible trail on Mustang Road. Option 2: Make no changes; Leave the fence up to restrict general public access and continue to allow select pedestrian access via the existing keyed gate. Staff does not feel option 2 is a viable alternative because, based on the discussion in the 2004 staff report, the primary condition for gate access is not being met and is not equitable. On page 3 of the report, item 2, the intent of the gate access was for it to be open for public access except during games and practices; only then was it to be locked. City maintenance staff was responsible for closing the gate and reopening it the next morning. It further states that the gate should be lockable "..so that those Mustang Road residents who are closer to the Arabian Drive inlet can access it with a key. Those few residents would be given a key plus those Arabian Drive residents closest to the gate so that they can make sure it is kept locked if leaving it unlocked becomes an issue". The keys were not given to the residents on Arabian Drive to provide access to the park, rather, to keep the gate locked during practices and games to prevent the parking issues on Arabian Drive. Only those on Mustang Road were designated to access the park with a key for reasons unknown at this time. The staff report further states that all residents at the time agreed to these terms. Currently, Heritage Park is utilized by both Alta Loma Little League (around 400 participants) and AYSO (over 2,000 participants) throughout the year. In the fall and winter season (August — January), AYSO and Alta Loma Little League share field space as allocated by Community Services Monday through Saturday. In the spring (February—July), Alta Loma Little League has field allocations Monday — Saturday. Given the volume of both Little League and AYSO use at the park, there are practices and games possible every day of the week except Sunday. This volume of park use would require City staff to travel to the area twice a day to open the gate in the morning and close prior to sports activity and was likely left locked permanently as park volume increased over time. With PD 85 having level C-D-F service levels due to insufficient funding, it is neither practical nor cost effective to pay City staff to lock and unlock the gate. With the gate in a permanent locked status, residents use the key to not to keep the gate locked, but to provide access to the trail and the park on an individual as-needed basis. It has made what was intended to be a public access to the trail with access limitations during sports events to a private trail access point for select residents. Furthermore, keys were not provided to all residents in the tract and some residents have acknowledged during this outreach effort that they sometimes make new keys for neighbors who don't have one. We currently have no accurate census on who has keys or how many keys exist. Given these issues, removing the lock and installing a permanent closure at Arabian Drive presents the most permanent, equitable way to prevent conflicts between users of Heritage Park and residents along Arabian Drive. Access to the park is still available for all residents from the trail entrance on Mustang Road. Signs are installed at the entrance to the trail on Mustang Road and at the terminus of Arabian Drive, that park users should not park on either street, as required by the 2004 staff report. FISCAL IMPACT: Nominal costs will be incurred to replace the gate with a fence that can be absorbed through regular budgetary expenditures. Page 3 Page 975 COUNCIL MISSION /VISION /VALUE(S) ADDRESSED: This process embraces the Council core values of working together cooperatively and respectfully with each other, staff and all stakeholders as well as actively seeing and respectfully considering all public input as we revisit previous decisions to determine how to balance all stakeholders needs. ATTACHMENTS: Attachment 1 —Aerial Map Attachment 2 —2004 City Council Staff Report Attachment 3— Planning Commission Meeting Minutes, July 10, 2024 Page 4 Page 976 Aerial Map 44 ti. N A 91 A f AWL4 IL Jok IF IlIkk Ak A. r • — fdPLL Iff Dadoo IPA Public Trail Access Keyed Access Gate Attachment 1 Page 977 —ArabianStreet View ow F Keyed Access Gate adF I 3 yr_ _y x aii1R: '*s Page 978 -i R A N C H O C U C A M O N G A COMMUNITY S E Q V I C E & Staff Report DATE: November 17, 2004 TO: Mayor and Members of the City Council Jack Lam, AICP, City Manager FROM: Kevin McArdle, Community Services Dire for BY: Dave Moore, Recreation Superintendent SUBJECT: CONSIDERATION OF ISSUES AND OPTIO S ASSOCIATED WITH VEHICULAR PARKING ON RESIDENTIAL STREETS NEAR HERITAGE COMMUNITY PARK RECOMMENDATION The Park and Recreation Commission recommends that the City Council approve the installation of a fifty foot long chain link fence to block pedestrian traffic from Arabian Drive to Heritage Park during Little League games and practices. The purpose of the fence is to prevent Little League parking on Arabian Drive and to encourage Little League parents to park in the designated parking lots and streets. BACKGROUND/ANALYSIS Residents of Arabian Drive have expressed concern to the City during the last two years that Little League parents have been parking on their street during Little League games and creating the following issues: Little League parking in front of residential driveways and mailboxes preventing them access to their house or mail delivery; residents haven't been able to put out their trash the night before due to cars in front of their house; residents with large vehicles or RV's haven't been able to pull out of their driveways at night due to parked cars on both sides of the street; residents haven't been able to park in front of their own houses or allow guests to park in front of their homes; and finally, they report several near misses of children almost being hit by cars when parents are dropping off other children for their Little League games. Staff had originally met with Arabian Drive residents two years ago and reviewed their concerns. Residents also shared pictures depicting somewhere between 50-100 cars parked on both sides of Arabian Drive. It was suggested by the residents that a fence be installed and close off access to Heritage Park from Arabian Drive's cul-de-sac. Since this cul-de-sac accesses the south west side of Heritage Park, the residents had argued that if it is closed off entirely by a fence then little league parking on Arabian Attachment 2 Page 9 � CITY COUNCIL MEETING November 17,2004 Page 2 Drive will cease to exist. Staff mailed out a survey to the residents on Arabian Drive and some on Mustang Road that might be affected by such a closure. Survey results returned with almost a 50/50 split with half in favor of a closure and half against. Those results weren't enough to enable staff to take any action concerning the installation of a fence. However, in an effort to assist the residents, staff met with Alta Loma Little League and reminded them to use only the parking lots within Heritage Park or Hillside and Beryl streets, which have much more room for parking, or the league may risk losing the field closest to Arabian Drive. Little League had cooperated to some extent but their efforts had minimal impact. This year residents on Arabian Drive contacted the Mayor and staff again met with about 15 residents concerning the same issues. Some of the residents said they misunderstood last year's survey and thought that by closing the end of the street to Heritage Park that the equestrian trails would also be closed. In addition, residents said that the problem had not improved and they would like to see a fence installed even if it were at their own cost. Staff explored all other available parking options including restricted parking supported by signage but the residents were opposed to those options because it would restrict them as well. It was suggested that another survey be conducted concerning a possible closure to the access of Heritage Park from Arabian Drive. Some of the residents then proceeded to conduct a door-to-door survey (survey text was pre-approved by staff) to see who was in favor of closing off the street access to the Park. Survey results showed 100% of Arabian Drive residents in favor of the closure while majority of Mustang Road residents (the adjoining street just south of Arabian) were opposed to the closure. Staff received some calls from Mustang Road residents concerned that the little league parking problems might transfer to Mustang Road if the Arabian Drive access is fenced. Due to the complex nature of this issue and the various concerns by both residents of Arabian Drive and Mustang Road, staff invited residents to the August 18t' Park and Recreation Commission Meeting to comment on the proposed solutions. Although, residents of Arabian Drive gave their support for staff's recommendations, those who reside on Mustang Road voiced their concerns and did not concur with the recommendations. The Commission then directed staff to further research this issue and return to the Commission for further review. Since that meeting, staff have met with residents of both Arabian Drive (15 residents) and Mustang Road (20 residents) and discussed the issue at greater length. In addition, staff have also met with Bill Mofitt, President of Alta Loma Little League and Doug Morris, Little League District Representative to discuss ways that the league can assist the City in deterring Little League parking on either street (Arabian Drive or Mustang Road). Staff, with the help of the residents of Arabian Drive and Mustang Road, has addressed a number of methods to control the parking issue on Arabian Drive. All residents of both streets concur with the following recommendations and have all signed a signature list stating as much. Those proposed solutions are as follows and were approved by the Park and Recreation Commission on October 19, 2004: Pa 84 CITY COUNCIL MEETING November 17, 2004 Page 3 1. Fence off Arabian Drive with a temporary fence on a trial basis. This would not close off the equestrian trail that leads from Mustang Road and into the park. 2. Include a lockable gate with the fence (Arabian Drive) so that those Mustang Road residents who are closer to the Arabian Drive inlet can access it with a key. Those few residents would be given a key plus those Arabian Drive residents closest to the gate so that they can make sure it is kept locked if leaving it unlocked becomes an issue. The gate would be locked by City Maintenance staff prior to games and unlocked the following morning. The gate would only be kept locked during games and practices but otherwise be kept open for general access. 3. Staff will personally speak to the Alta Loma Little League Board, the coaches at their coaches meeting and to the parents at the parents' meeting. 4. Staff will require that the Alta Loma Little League or any other youth organization using the park, pass out or mail flyers or letters to every player/parent scheduled to use Heritage Community Park ball fields. These flyers or letters would be distributed which will state that the parents are not to park on Arabian Drive or Mustang Road and that failure to comply will result in a forfeited game (agreed upon by Bill Mofitt). Moreover, continued failure to comply would result in loss of the field the following season. 5. City will install signage at the beginning of the trail (Mustang Road) and on the trail itself reminding Little League and all youth sports groups' users that league parking on Mustang Road is prohibited and may cause them to forfeit the game they are walking to in addition to future use of that field. 6. Alta Loma Little League is supportive of handing out forfeits to teams who have individuals who don't comply. Staff will have to work with AYSO and other groups who request the use of Heritage Park and will require some sort of league incentive to deter parents from parking on Arabian Drive or Mustang Road. 7. Staff is considering moving Deer Canyon Little League's games from Heritage Community Park. Deer Canyon Little League did not use this facility as an effective game site since the development of Day Creek Park. This would hopefully allow Alta Loma Little League to spread out their games a little so that all three fields are not always being used at the same time. 8. Section off some of the Equestrian Facility's dirt parking lot so that it could be used at nights more regularly for additional parking. The Little League is already using this. This dirt lot is unlined and can park up to 60 vehicles (equestrian and Little League) if lined properly and sectioned off for both equestrian weeknight drop-in use and Little League games. Note: this parking lot is almost full on many a Saturday when equestrian events and shows take place. Page J81 T 9 CITY COUNCIL MEETING November 17,2004 Page 4 9. Provide the Mustang Road residents the City cell-phone number of the park monitors so that if a parking problem arises during the weeknights or weekends then they may contact the park monitor to come out to their street. The park monitor would call the Alta Loma Little League or other youth sports user representative and they would go have the cars removed and assess the team a forfeit (sometime after the game is concluded). Other options discussed included the loss of the field for one night per infraction. 10. To get this started on a positive note, City would assign staff at the entrance to the trail on Mustang Road the first two or three nights. If there becomes a need to do it again, Alta Loma Little League will then be charged for staff time. 11. Once the season is over, staff will then meet with the residents of Arabian Drive and Mustang Road and review whether these recommendations had worked to their satisfaction. 12. If for some reason Alta Loma Little League or any other youth sports group user does not attempt to comply or extreme difficulty is experienced by the City and residents, then City staff will consider not allocating the field closest to Arabian Drive the next season. 13. Staff will then report to the Park and Recreation Commission and review with them whether the measures used were effective and conducive to the two neighborhoods. Staff will also review the issue with City Council. Resp ly sub , Kevin Ardle Commu 'ty Services Director Attachments: Map and aerial photo of Heritage Park and effected access trails near Arabian Drive and Mustang Road I:COMMSE RVICouncil&BoardslCityCounciNStaffReport120041Parking IssuesHeritageParkArabianDrive.11.17.04 Page C8� / RANCHO ST 8113 8127 8T41 876T 8771 $191 W03 8819 3a31 east 8867 8881 8891 $610 5699 $612 6611 887 2 88a 2 8860 $622 $621 5522 O $623 O m � a $538 $637 s638 � 66i Heritage Park� m MI LS552 q 65s/ 6652 '�' ,� 8851 SitECHW OOD DR a837 3323 871E 8729 8743 8T59 $775 8789 88I13 8813 $7t117 511 572t} 7k ST311 * ST26 121 S725 me90 a 9028 916 5 6136 * 571 s "•"" .•' 57 4ly 6731 57 sTsq * 6735 8888 88 5736 piS 761! * * '*' * 91101 S1721 66* � * ` I�No R D 8975 � * � * * 55 756 8939 ISO * 676s 5 88as 889s 8911 8919 6750 * * 67T5 STa9 $799 6T92 LSON AV 5a1n 8Si9 � 9050 9860 90TT �c AFFECTED PROPERTIES PRIVATE IVIAI NTAI NED TRAIL PUNNING DIVISION L.J HENDERSON - (Av., v PUBLIC MAINTAINED (REGIONAL) TRAILS TRAILS COORDINATOR t� PUBLIC MAINTAINED (COMMUNITY) TRAILS JUNE 14, 2004 JACOMMSERWARKWark PicslArabian Drive,doc Page 983 F �— i 3 FPW dil M 111 � • 1 � + — AL 4114 . y it t r r , or i .9 HERITAGE PARK * 7 J. r + * — ° , .: • 0 - .. Oak + h1 rp top F.: IL VIM dr -All A I f p .� . ir + j ■ l4r * ; 13 1 a s M. _ ■ ■ i oar, � Page 984 Historic Preservation Commission and Planning Commission Agenda July 10, 2024 Final Minutes Rancho Cucamonga, CA 91730 7:00 p.m. The regular Joint meeting of the Historic Preservation Commission and Planning Commission was held on July 10, 2024. The meeting was called to order by Chairman Morales at 7:00 p.m. A. Roll Call Planning Commission present: Chairman Morales, Vice Chairman Boling, Commissioner Daniels, Commissioner Diaz, and Commissioner Dopp. Staff Present: Serita Young, Assistant City Attorney; Jennifer Nakamura, Deputy Director of Planning; Sean McPherson, Principal Planner; Tabe van der Zwaag, Assistant Planner; Elizabeth Thornhill, Executive Assistant. B. Public Communications Chairman Morales opened the public communications. Hearing no comments, Chairman Morales closed the public communications. C. Consent Calendar C1. Consideration to adopt Regular Meeting Minutes of June 26, 2024. Motion: Moved by Commissioner Diaz; seconded by Vice Chairman Boling, to approve Minutes as presented. Motion carried 4-1. Abstain - Commissioner Dopp. D. Public Hearings D1. MASTER PLAN, DESIGN REVIEW AND MINOR EXCEPTION —WESTERN SPIRE— Recommendation to the City Council for a request for a site plan and design review of a mixed-use development on 1.8 acres of land consisting of 176 residential units (including 2 live-work units), 7,870 square feet of commercial lease area, and 1,400 square feet of live-work commercial lease area with a related Master Plan to reduce the required non- residential floor area ratio and a Minor Exception for a reduction in the required on-site parking at the northwest corner of Red Oak Street and Spruce Avenue in the Center 2 (CE2) Zone. The City Council is the final decision- making authority on this item and a separate public hearing before that body will be scheduled at a later date. APN: 0208-353-18 (Design Review DRC2023-00154, Master Plan DRC2023-00346) and Minor Exception DRC2023- 00280. The project qualifies as a Class 32 exemption under State CEQA Guidelines Section 15332 — Infill Development Projects. H PC/PC MINUTES July 10, 2024 Page 1 of 5 Attachment 3 Final Page 985 Associate Planner Tabe van der Zwaag presented a PowerPoint presentation (copy on file). Commissioner Daniels asked what was the reason for the roundabout. Planner van der Zwaag answered that it was directed by the Engineering department to efficiently handle traffic rather than a four-way stop. Commissioner Daniels stated that when parking spaces for commercial are not being used, there will be additional parking available to the residents. Chairman Morales opened the public hearing. Applicant Comments: Gerald Hammer Public comments by Vatsal and Nilan Mody expressed parking concerns for their business and requested to increase parking allotment. Chairman Morales closed the public hearing. Chairman Morales asked staff to respond to the property owners concern regarding their parking issue. Deputy Director of Planning Nakamura suggested for the property owners to contact the Planning department to resolve and navigate their issue. She asked for the Applicant's input on how they would resolve the parking issue. Shane Green, LLG Engineers, replied to create two Committees; One for Retail/Commercial and another one for Residential and have them both discuss any issues and figure out a solution to resolve it. He stressed how important it is for the two Committees to communicate for it to work. Commissioner Dopp inquired if there will be timed parking for any of the units. Green answered they would have to wait for tenants to get a better idea on timed parking. Commissioner Dopp expressed his concern to make sure there is no overlap. Commissioner Daniels inquired if the applicant feels it is an adequate number of parking for how it will be utilized. Green confirmed. Vice Chairman Boling asked where employees will park. Green answered that employees would park on the second level as indicated on the Parking Management Plan. Commissioner Diaz stated the City has goals to Live, Work and Play and she asked if they have any incentive for people to live in the building. Green responded there will not be one. Vice Chairman Boling asked if there are any thoughts of the type of tenants they plan to bring in for the non- residential commercial retail. HPC/PC MINUTES—July 10, 2024 Page 2 of 5 Final Page 986 Serafin Maranan, Architects Orange, answered that it is too early in the process to identify perspective tenants. Vice Chairman Boling asked what they have seen be successful in the live, work environment. Maranan responded that they have seen financial services, accounting, and architects be successful in the Live, Work environment. Commissioner Dopp stated there is a lot to like about this project such as creative use of the outdoor space for the residents and accents on the balcony. He expressed he is not thrilled about the parking spaces. Commissioner Daniels concurred with Commissioner Dopp and said regarding the parking reduction, he does not have a problem with the deficiency because of the mixed-use. He said there will be times when parking will be in high demand and times when it will not. He expressed the only problem he does have is that drive to the north and recommended the City talk to the property owners because the road is in poor condition and very narrow. He said he supports the project and likes the design. Commissioner Diaz stated that this is a beautiful project. She likes they are using the roof top and that the amenities are going to be very popular with the tenants. She encourages they do more with Live, Work and see how they can make it happen for the residents they will have in the building and surrounding area. Vice Chairman Boling stated the density, 98 units to the acre, is something we have not seen within the city and commends the applicant for embracing the City Council's desire to have higher density. It's important that we plan for, and the developers provide a wide variety of housing units, types, styles, and pricing for all our residents, both current and perspective. He said this addresses a market demand for quality housing in Rancho Cucamonga and in regard to the parking reduction, it is being addressed by the Parking Management Plan. He said in response to public comments, he encourages them to lean on staff's expertise to help provide suggestions and recommendations. He asked staff to clarify for the public, with the number of units at this property site, some of the community may be concerned with school overcrowding and he asked to explain how the City ensures school impact fees are paid as determined by the effected school districts and not the city. Deputy Director of Planning Nakamura explained how each school district determines their development impact fees. Vice Chairman Boling stated that in the Conditions of Approval being proposed by Engineering, there is a requirement for the developer to install high-speed fiber and in the long run, it will serve residents well. Chairman Morales stated he is glad staff invited the property owners to contact the Planning department to discuss their parking issue. He said he is impressed with the design of the building and likes the roundabout in the middle. Motion: Moved by Commissioner Daniels; seconded by Vice Chair Boling to adopt Resolution 24-20, Design Review DRC2023-00154, Resolution 24-21 Master Plan DRC2023-00346 and 24-22 Minor Exception DRC2023-00280,with modification to the Condition of Approval Parking Management Plan. Motion carried 5-0. E. General Business E1. Review of Pedestrian Access from Arabian Drive to Heritage Park. Deputy Director of Planning Nakamura presented a PowerPoint presentation (copy on file). HPC/PC MINUTES—July 10, 2024 Page 3 of 5 Final Page 987 Commissioner Diaz mentioned that it seems the main issue stands from Little League parking and asked if the other Little League Park locations have residents in those areas and if they experienced similar issues and if so,what has staff done to resolve those issues. Deputy Director of Planning Nakamura answered not that she is aware of. Commissioner Daniels inquired if a property owner contacted staff about this and was it one person. Deputy Director of Planning Nakamura confirmed it was one individual. Vice Chairman Boling clarified what prompted this was one individual contacting the City inquiring about the opportunity of opening the gate in order to provide additional access to the park. Deputy Director of Planning Nakamura confirmed that they questioned who has access via keys and why only some have access and others do not. The following persons commented on the project: Lorraine Greer, Sergio Valdez, Larry Greet, Susan Benson- Massagli, Rick Givens and Mike Villarreal. The comments included the following concerns: Traffic, damage to property, safety for children, trespassing, trash, crime and street repair needed. For the record, it is noted that the following correspondences were received after the preparation of the agenda packet and the following general concerns are noted. The actual correspondence should be referred to for details: • Correspondence from Judith Brennan is opposed to opening the gate. • Email from Martin Yapur expressed traffic and trash concerns. • Email from Frank Pinkerton is opposed to the removal of the gate. • Email from Jara Winters expressed noise concerns, security, and safety. • Email from William Sweet expressed loss of security and children safety. • Email from Susan Massagli-Benson expressed traffic and trash concerns. • Email from Susan Benson against opening the gate. • Email from Karlyn Sweet is concerned with traffic, safety, and crime if gate is removed. • Email from Laurie Torella opposed to opening the gate. • Email from Julie Bessert against opening the gate due to traffic. After discussion with Commissioners, Vice Chairman Boling stated that Arabian is a public street, and the public has the right to park on a public street. He said from a policy perspective, restricting use of a public street should only be done under limited circumstances. His recommendation is to remove the gate and install a permanent fence so there is no pedestrian access and access for all would be through Mustang Drive and to take away the keys. Commissioners Dopp and Diaz agreed with Commissioner Boling's solution. Commissioner Daniels stated that he was agreeable to leaving the gate as is. Chair Morales stated that the gate should be grandfathered in. Commissioner Diaz appreciated Commissioner Boling's suggestion but could also see leaving the gate as is. HPC/PC MINUTES—July 10, 2024 Page 4 of 5 Final Page 988 Chair Morales asked if staff has been provided enough feedback. Deputy Director Nakamura asked the commission to come to consensus and make a formal recommendation to the Council. Commissioner Dopp made a motion to recommend two options. Option 1 was to remove the gate and lock and install permanent fencing. Option 2 was to leave the gate as is. Commissioner Diaz felt that the options should be prioritized in the opposite order. Motion: Moved by Commissioner Dopp; seconded by Vice Chairman Boling to recommend to City Council replace the gate with a permanent fence or leave the gate as is Motion carried 3-2. (Commissioners Morales and Diaz opposed to the order of the options). F. Director Announcements— None G. Commission Announcements Commissioner Daniels thanked the residents for coming out tonight. He said it is nice for the Commission to hear from the residents. Vice Chairman Boling also thanked the residents for coming out. Commissioner Daniels requested to have the Historical Structure Survey brought before the Commission as it is part of their responsibility to look at. Deputy Director of Planning Nakamura replied they are actively working on getting information in the near future to the Commission on the status of the historic preservation efforts. H. Adjournment Motion: Moved by Commissioner Diaz, seconded by Vice Chairman Boling to adjoin the meeting. Hearing no objections, Chairman Morales adjourned the meeting at 9:00 p.m. Respectfully submitted, C-®r"' &'�6 � Elizabeth Thornhill, Executive Assistant Planning and Economic Development Department Approved: HPC/PC Meeting - July 24, 2024. HPC/PC MINUTES—July 10, 2024 Page 5 of 5 Final Page 989 Pedestrian Access to Heritage Park via Arabian Drive August 21 , 2024 Or, Y ti (- mow.•:. q 1, ,p "S - H Ilsid Rd Hills' HillsideR Hills' e 24 D`avidi�T�io � 'Ph`otography an,• stn-it Heroes'W.,a rz ~ I to e pal'{ r W 43a;eball Fields WON , FBI: . Grae �! age Park an ga17 y � 47 - K "�! Zim - IF . fi � � N Stang Rai _ f. ustan'S6 W115011 AVE�• 115Gn Ax¢, - I n f k 1 CITY OF RANCHO CUCAMONGA r H IlSsde,Rd 11 Hills' Jr. .;61.� ,'r A �5-� - D`av�d4T�ioFir as '�Ir�T.�} �� ,�'i raL � r•, T. Heroesl��eh°�J ■ �� �- - .ls Wm usla w WII Son Aver 115on Ave _ Q,o CITY OF RANCHO CUCAMONGA r ` i ! 'in► h r i ._ ^�:• Tom. � � .. D`av�d4T�ioFiras - '�'d" "' - Heroes'1h��eh°� „d"�f ' Public Trail Access � � � .>� •. � ar *M_ �.µustang Rd . - ,cot' / .�:^'+�.�.,' '�, �1 ;' ��.�. e�nPvE s -•; a r�1jS R .•. sc c.. P� �•s .11t1 � rs{ { Keyed Access CITY OF RANCHO CUCAMONGA r Arabian Drive Keyed Access Gater Rom. 6 CITY OF RANCHO CUCAMONGA r Background • Conflict in early 2000's between park users and residents • Vehicles blocking driveways • Parking impeding trash collection and mail delivery • Safety hazards for children • Staff worked with park users, but problems persisted • In 2004 , a fence with a lockable gate was installed • Keys were distributed to select properties • Recent resident inquiry prompted review Planning Commission Review • July 10, 2024 , Commission considered the issue • All residents in the area were invited • Commission considered public testimony and applicable General Plan policies • Recommended two options • Option 1 : Replace gate with permanent fence • Option 2: Make no changes CITY OF RANCHO CUCAMONGA Considerations & Recommendation • Purpose of the gate was limited • Open except during games and practices • Increased park usage and funding makes staff opening/closing of the gate impractical • Keys were distributed to ensure gate was locked if conflicts arose • Permanent closure is recommended • Prevent conflicts between residents and leagues • aintain equal access for all using Mustang Road trail CITY OF RANCHO CUCAMONGA DATE: August 21, 2024 TO: Mayor and Members of the City Council FROM: John R. Gillison, City Manager INITIATED BY: Elisa C. Cox, Assistant City Manager Hope Velarde, Management Analyst II SUBJECT: Consideration of a Letter of Support for Route 66 Inland Empire California's Community Project Funding Request to Rebuild the Garage Located Behind the Historic Cucamonga Service Station on U.S. Route 66. (CITY) RECOMMENDATION: Staff recommends the City Council authorize the submission of a letter of support for Route 66 Inland Empire California's (IECA) Community Project Funding Request for$750,000 to rebuild the garage located behind the historic Cucamonga Service Station on U.S. Route 66. BACKGROUND: The Cucamonga Service Station, a historic landmark on U.S. Route 66, also known as the "Mother Road," played a vital role in the transport and commerce of the early 20th century. The station fell into disrepair but was revitalized and reopened as a museum in 2015, on its 100th anniversary. It now operates as a non-profit organization and is listed on the National Register of Historic Places. The original garage, which was an integral part of the service station, collapsed and was demolished in 2011. The proposed project aims to rebuild the garage which will expand museum displays, provide a community meeting space, and construct a commemorative sidewalk with commemorative bricks to honor the history of the station and U.S. Route 66. ANALYSIS: Route 66 IECA will submit a Community Project Funding Request to State Representatives Assembly Member Eloise Gomez-Reyes and Senator Ochoa Bogh requesting $750,000 to fund the rebuilding of the garage. Community Project Funding Requests are submitted by state legislators to secure funding for specific projects within their districts. These requests are evaluated during the budget process and can include a wide range of projects, such as infrastructure improvements, educational programs, public safety, and historical preservation efforts. Community Project Funding Requests compete with numerous other requests from across the district, region, and state. Given the current fiscal challenges for the State of California, securing state funding is more competitive, and projects must demonstrate significant community benefit and alignment with state priorities to be considered. Page 990 FISCAL IMPACT: There is no direct fiscal impact to the City for submitting the letter of support. However, it is important to note that the funding is being requested through the State budget and could potentially compete with any project funding requests the City submits for FY 25. COUNCIL MISSION /VISION /VALUE(S) ADDRESSED: This item addresses the City Council's Core Value of working together cooperatively and respectfully with each other, staff, and all stakeholders by collaborating with nonprofit partners to enhance the community. ATTACHMENTS: Attachment 1 - City of Rancho Cucamonga's Letter of Support for Route 66 IECA Page 2 Page 991 Mayor L. Dennis Michael I Mayor Pro Tern Lynne B. Kennedy Council Members Ryan A. Hutchison, Kristine D. Scott,Ashley N. Stickler City Manager John R. Gillison 10500 Civic Center I Rancho Cucamonga,CA 91730 1 1-909-477-2700 1 www.CityofRC.us r The Honorable Senator Rosilicie Ochoa Bogh 10210 Street, Ste. 4510 Sacramento, CA 95814 RE: Support for Route 66 Inland Empire California's Project Funding Request Dear Senator Ocha Bogh, On behalf of the City of Rancho Cucamonga, I am writing to express my strong support for Route 66 Inland Empire California's (IECA) funding request for $750,000 to rebuild the Cucamonga Service Station's garage located on U.S. Route 66. Known as the "Mother Road," this road connected towns and facilitated the transport of people and goods around the clock. As modern highways gained popularity, many roadside facilities, including the Cucamonga Service Station, fell into disrepair and were forgotten. On its 100th anniversary in 2015, the restored Cucamonga Service Station reopened as a museum showcasing local history, Route 66 history, and antique petroliana. The Cucamonga Service Station is proud to be a member of the National Register of Historic Places and operates as a non-profit. This project aims to rebuild the garage, which collapsed and was demolished in 2011. The new garage will expand museum displays (which will include a vintage auto repair shop and feature a 1932 Ford Model A), provide a meeting space for community groups, and feature a commemorative sidewalk with commemorative bricks. The Cucamonga Service Station is a beloved and active part of the local community and frequently gives talks and presentations to local service clubs and other organizations about Route 66 and the station's historical significance. Additionally, the station is an affiliate of the California Historic Route 66 Association, the tourism marketing organization for Route 66 in California.These efforts help to promote heritage tourism, educate the public about the rich history of Route 66 in California, and enhance business opportunities along the route. We support Route 66 IECA's commitment to revitalizing, honoring,and preserving the rich history that has profoundly shaped our community. This project not only highlights the cultural and historical significance of Route 66 but also fosters community pride and economic development. We appreciate your consideration of this request and look forward to the positive impact it will have on our local community. Sincerely, _ J Mayor L. Dennis Michael ATTACHMENT 1 Page 992 Mayor L. Dennis Michael I Mayor Pro Tern Lynne B. Kennedy Council Members Ryan A. Hutchison, Kristine D. Scott,Ashley N. Stickler City Manager John R. Gillison 10500 Civic Center I Rancho Cucamonga,CA 91730 1 1-909-477-2700 1 www.CityofRC.us r The Honorable Assemblymember Eloise Gomez-Reyes 10210 Street, Room 7220 Sacramento, CA 95814 RE: Support for Route 66 Inland Empire California's Project Funding Request Dear Assemblymember Gomez Reyes, On behalf of the City of Rancho Cucamonga, I am writing to express my strong support for Route 66 Inland Empire California's (IECA)funding request for$750,000 to rebuild the Cucamonga Service Station's garage located on U.S. Route 66. Known as the "Mother Road," this road connected towns and facilitated the transport of people and goods around the clock.As modern highways gained popularity, many roadside facilities, including the Cucamonga Service Station, fell into disrepair and were forgotten. On its 100th anniversary in 2015,the restored Cucamonga Service Station reopened as a museum showcasing local history, Route 66 history, and antique petroliana.The Cucamonga Service Station is proud to be a member of the National Register of Historic Places and operates as a non-profit. This project aims to rebuild the garage, which collapsed and was demolished in 2011.The new garage will expand museum displays (which will include a vintage auto repair shop and feature a 1932 Ford Model A), provide a meeting space for community groups, and feature a commemorative sidewalk with commemorative bricks. The Cucamonga Service Station is a beloved and active part of the local community and frequently gives talks and presentations to local service clubs and other organizations about Route 66 and the station's historical significance. Additionally,the station is an affiliate of the California Historic Route 66 Association,the tourism marketing organization for Route 66 in California.These efforts help to promote heritage tourism, educate the public about the rich history of Route 66 in California, and enhance business opportunities along the route. We support Route 66 IECA's commitment to revitalizing, honoring, and preserving the rich history that has profoundly shaped our community. This project not only highlights the cultural and historical significance of Route 66 but also fosters community pride and economic development. We appreciate your consideration of this request and look forward to the positive impact it will have on our local community. Sincerely, _ J Mayor L. Dennis Michael Page 993 CITY OF RANCHO CUCAMONGA DATE: August 21, 2024 TO: Mayor and Members of the City Council FROM: John R. Gillison, City Manager INITIATED BY: Matt Burris, Deputy City Manager Economic & Community Development Matt Marquez, Planning & Economic Development Director Zack Neighbors, Building & Safety Services Director SUBJECT: Quarterly Development Update - Second Quarter 2024. (CITY) RECOMMENDATION: Staff recommends that the City Council receive a presentation from staff on development-related activities for the second quarter of 2024 (April through June). BACKGROUND: In 2023 staff began providing Quarterly Development Updates (QDU) to the City Council. The purpose of these reports is to update Council and the community on development related activities on a regular basis. While annual reports such as the General Plan progress report includes some information on development activities (such as the number of permits issued and housing units constructed for example), quarterly updates are an effective way to provide information on development activity over a shorter period of time. They also allow staff to include different information, such as economic development related activities or customer service data, that is not provided in other annual reports, but is important to the City's community development function. ANALYSIS: The QDU to be presented to the City Council will include summaries of Building & Safety and Planning & Economic Development related activities. This includes, but may not be limited to, providing updates on key development projects, reporting on building permit and plan check activity, and reporting on activity at the public counter. Staff's formal presentation to the City Council will provide additional details on development- related activities, and staff will continue to report this information to Council quarterly. FISCAL IMPACT: None. COUNCIL MISSION /VISION /VALUE(S) ADDRESSED: This item addresses the Council's following core values: 1. Providing and nurturing a high quality of life for all 2. Relentless pursuit of improvement 3. Building and preserving a family-oriented atmosphere ATTACHMENTS: None. Page 994 iL -x 1. " µ} rl Id -may,,.._.- •.�-4 _ ; '�'1 .7r� 11 -. - '.zr•w���^�.iY�`- �.. y-LJ F ifi:i'.�. a3 �r h.•y.r�4.r.jFr+r.�, �t1 �� �ti -� r-..a r•Ja � II y .�� =• Sig A. iV `a ; . �.f � ••'fir �'+s :. �� �' �� i E(1 46 49L- 1 . Ark- ,A • 'fir.�.:. - •- LL P. T • r'1 � I - -Ap } •' f F 1 airy IL 7 Ji t� 1 I — J k � • ■ 1 4 - f - • f ; T 4 166 a + — L aR* lb imp I IT I t wAw AV- CITY OF RANCHO CUCAMONGA ECONOMIC DEVELOPMENT & CUSTOMER SERVICE �J i A• .. R r � f i +* In op qp IL } ki i of �� Acti* vity m ary ECONOMIC DEVELOPMENT WHERE . i CSC PARTNERSHIPS 0 16 meetings scheduled w/several other impromptu discussions - JCOME TOGETHER* • Customer Service • 90% happy with the customer service provided • Most happy 11am (90%) & 12 pm (92%) hours • Happy Wednesdays - 96% �� • Least happy - late afternoon • ASAP ApproachOWN r r y �.r� �'Y4-. rt � � +=7 rye ..�•• •F ;R •' — +i e 04 .rj�. # f + Ilk do d. 4 I `: A4 360 Counter Visits 2,011 Texting Contacts 3,899 Phone Calls 2,2531 nspections 977 Building Permits Issued I 773 New Plan Check Submittals � � 90 New Units Finalized 40 New Construction Permits Finalized BUILDING & SAFETY New Con struction Sanctit Hotel ----------------------------------------------------------------------------4,y ----------------------------------------------------------------------------------------------------------------- 2255 Base L'iie Rnad: 11280 Jersey Blvd 8-room BoutiqLje Hote' 160,000 Sq Ft Industrial Tilt Up Building with an 8,000 Sq Ft office space ....................... ------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------- BUILDING & SAFETY Resident la ___-_____-_______________________ _.__.__.__._-.__.__.__.__.__.-_.__.__.-_.__.__.__.__.__.__.__._-.__.__.__.__.__.-_.__.__.__.__.__.__.__.__.__.__._ PFchland Sycamore He A151-acre site located at the corner of A 24.19-acre site on Eooth i Et«ands and Wilson Blvd for a proposed 17 Avenue. :� - � �-- -_ _ attached cordomir iu m u r-7 its ---------------------------------------------------------------------------------------------------- -----------MPM ; � - -r Alta Cuvee Apartment's - 0 units it h .--.--.--.--.--.--.--.--.. suk�tcrrar�eanparl�ir�g .. :.�. . -. -. -. -. -. -. -. -. -.- .- -. -.- .- -. -. -. -. -. -. -. -. -. -. -. -. -.- .- -. - � and 3F339 sp ft of commercial space. • - r - BUILDING & SAFETY ccu p anc ��Levistore Lc9lon Fftness VL 12468 South Main Street r_, p 9785 Crescent Center s j Ben Bddae 8009 Day Creek L......................... ......... ' .�r w.S--�..mar_ .. .-.p_.,R} - .;. .. � r ,•r _ r[ ..r yr - a i �1 f r .�• ]i. r F - 5 A 6AAA I CITY OF RANCHO CUCAMONGA $l DATE: August 21, 2024 TO: Mayor and Members of the City Council FROM: John R. Gillison, City Manager INITIATED BY: Elisa C. Cox, Assistant City Manager Hope Velarde, Management Analyst II SUBJECT: Designation of Voting Delegates and Alternates for the League of California Cities Annual Business Meeting. (CITY) RECOMMENDATION: Staff recommends the City Council designate a voting Delegate and Alternates for the Annual Business Meeting of the 2024 League of California Cities (Cal Cities) Annual Conference. BACKGROUND: Cal Cities 2024 Annual Conference is scheduled for October 16-18, 2024, in Long Beach, California. An essential part of the Annual Conference is the Annual Business Meeting during the General Assembly on Friday, October 18. At this meeting, the Cal Cities membership considers and takes action on various resolutions that establish Cal Cities policy on municipal issues of statewide importance. In order to vote at the Annual Business Meeting, the City Council must designate one (1) voting delegate and appoint up to two (2) alternate voting delegates, one of whom may vote in the event the designated voting delegate is unable to serve in that capacity. According to Cal Cities bylaws, the voting delegate and the two alternate delegates must be designated by an official vote of the City Council. ANALYSIS: The designated voting delegate and alternates must be registered to attend the conference. Only one (1) voting card will be provided for use by either the voting delegate or the alternates. The task of voting at the Annual Business Meeting cannot be transferred to any other city official beyond the designated voting delegate and alternates. Voting delegates may either be an elected or appointed official. Once the voting delegates are appointed, the names of each delegate will be submitted to the Cal Cities website by Wednesday, September 25, 2024. The chart below details the recent designated voting delegates and alternates for the Cal Cities Annual Business Meeting for years 2021, 2022, and 2023: Page 995 Cal Cities Annual Designated Voting Delegate Designated Alternate Business Meeting Year 2021 Mayor Pro Tern Lynne Kennedy Councilmember Kristine Scott 2022 Mayor Pro Tern Lynne Kennedy Councilmember Kristine Scott 2023 Mayor Pro Tern Lynne Kennedy Councilmember Kristine Scott and Mayor L. Dennis Michael FISCAL IMPACT: None. COUNCIL MISSION /VISION /VALUE(S) ADDRESSED: Actively participating in the policy-making process during the General Assembly supports the City Council's Core Values of intentionally embracing and anticipating the future and relentless pursuit of improvement. ATTACHMENTS: Attachment 1 - Voting Delegate Letter Page 2 Page 996 LEAGUE OF CALIFORNIA CITI ES Council Action Advised by September 25, 2024 DATE: Wednesday, July 10, 2024 TO: Mayors, Council Members, City Clerks, and City Managers RE: DESIGNATION OF VOTING DELEGATES AND ALTERNATES League of California Cities Annual Conference and Expo, Oct. 16-18, 2024 Long Beach Convention Center Every year, the League of California Cities convenes a member-driven General Assembly at the Cal Cities Annual Conference and Expo. The General Assembly is an important opportunity where city officials can directly participate in the development of Cal Cities policy. Taking place on Oct. 18, the General Assembly is comprised of voting delegates appointed by each member city; every city has one voting delegate. Your appointed voting delegate plays an important role during the General Assembly by representing your city and voting on resolutions. To cast a vote during the General Assembly, your city must designate a voting delegate and up to two alternate voting delegates, one of whom may vote if the designated voting delegate is unable to serve in that capacity. Voting delegates may either be an elected or appointed official. Action by Council Required. Consistent with Cal Cities bylaws, a city's voting delegate and up to two alternates must be designated by the city council. Please note that designating the voting delegate and alternates must be done by city council action and cannot be accomplished by individual action of the mayor or city manager alone. Following council action, please submit your city's delegates through the online submission portal by Wed., Sept. 25. When completing the Voting Delegate submission form, you will be asked to attest that council action was taken. You will need to be signed in to your My Cal Cities account when submitting the form. Submitting your voting delegate form by the deadline will allow us time to establish voting delegate/alternate records prior to the conference and provide pre-conference communications with voting delegates. Conference Registration Required. The voting delegate and alternates must be registered to attend the conference. They need not register for the entire conference; they may register for Friday only. Conference registration is open on the Cal Cities website. ATTACHMENT 1 Page 997 LEAGUE OF CALIFORNIA CITI ES For a city to cast a vote, one voter must be present at the General Assembly and in possession of the voting delegate card and voting tool. Voting delegates and alternates need to pick up their conference badges before signing in and picking up the voting delegate card at the voting delegate desk. This will enable them to receive the special sticker on their name badges that will admit the voting delegate into the voting area during the General Assembly. Please view Cal Cities' event and meeting policy in advance of the conference. Transferring Voting Card to Non-Designated Individuals Not Allowed. The voting delegate card may be transferred freely between the voting delegate and alternates, but only between the voting delegate and alternates. If the voting delegate and alternates find themselves unable to attend the General Assembly, they may not transfer the voting card to another city official. Seating Protocol during General Assembly. At the General Assembly, individuals with a voting card will sit in a designated area. Admission to the voting area will be limited to the individual in possession of the voting card and with a special sticker on their name badge identifying them as a voting delegate. The voting delegate desk, located in the conference registration area of the Long Beach Convention Center in Long Beach, will be open at the following times: Wednesday, Oct. 16, 8:00 a.m.-6:00 p.m. and Thursday, Oct. 17, 7:30 a.m.-4:00 p.m. On Friday, Oct. 18, the voting delegate desk will be open at the General Assembly, starting at 7:30 a.m., but will be closed during roll calls and voting. The voting procedures that will be used at the conference are attached to this memo. Please share these procedures and this memo with your council and especially with the individuals that your council designates as your city's voting delegate and alternates. Once again, thank you for submitting your voting delegate and alternates by Wednesday, Sept. 25. If you have questions, please contact Zach Seals at zseals@calcities.org. Attachments: • General Assembly Voting Guidelines • Information Sheet: Cal Cities Resolutions and the General Assembly age LEAGUE OF CALIFORNIA CITI ES V General Assembly Voting Guidelines 1 . One City One Vote. Each member city has a right to cast one vote on matters pertaining to Cal Cities policy. 2. Designating a City Voting Representative. Prior to the Cal Cities Annual Conference and Expo, each city council may designate a voting delegate and up to two alternates; these individuals are identified on the voting delegate form provided to the Cal Cities Credentials Committee. 3. Registering with the Credentials Committee. The voting delegate, or alternates, may pick up the city's voting card at the voting delegate desk in the conference registration area. Voting delegates and alternates must sign in at the voting delegate desk. Here they will receive a special sticker on their name badge and thus be admitted to the voting area at the General Assembly. 4. Signing Initiated Resolution Petitions. Only those individuals who are voting delegates (or alternates), and who have picked up their city's voting card by providing a signature to the credentials committee at the voting delegate desk, may sign petitions to initiate a resolution. 5. Voting. To cast the city's vote, a city official must have in their possession the city's voting card and voting tool; and be registered with the credentials committee. The voting card may be transferred freely between the voting delegate and alternates but may not be transferred to another city official who is neither a voting delegate nor alternate. 6. Voting Area at General Assembly. At the General Assembly, individuals with a voting card will sit in a designated area. Admission to the voting area will be limited to the individual in possession of the voting card and with a special sticker on their name badge identifying them as a voting delegate. 7. Resolving Disputes. In case of dispute, the credentials committee will determine the validity of signatures on petitioned resolutions and the right of a city official to vote at the General Assembly. LEAGUE OF How it works: Cal Cities CALIFORNIA CITIES Resolutions and the General Assembly Developing League of California Cities policy is a dynamic process that engages a Wide range of members to ensure Cal Cities represents cities with one voice.These policies directly guide Cal Cities' advocacy to promote local decision-making, and lobby against statewide policies that erode local control. The resolutions process and General Assembly is one way that city officials can directly participate in the development of Cal Cities policy. If a resolution is approved at the General Assembly, it becomes official Cal Cities policy. Here's how resolutions and the General Assembly work. Who's who Cal Cities policy General Resolutions Policy Committees development is a member- Sixty days before the • • • The Cal Cities informed process, Annual Conference President assigns grounded in the voices and and Expo, Cal Cities • • • general resolutions experiences of city officials members may submit to policy committees throughout the state. policy proposals on where members issues of importance review, debate, and recommend The Resolutions Committee to cities. The resolution must positions for each policy proposal. includes representatives have the concurrence of at least Recommendations are forwarded from each Cal Cities five additional member cities or to the Resolutions Committee. diversity caucus, regional individual members. division, municipal department, and policy committee, as well as individuals appointed by the Cal Cities president. Petitioned Resolutions Resolutions Committee The petitioned • • • The Resolutions Voting delegates resolution is an Committee considers are appointed by each alternate method • • • all resolutions. General member city; every city to introduce policy Resolutions approved' by has one voting delegate. proposals during either a policy committee the annual conference. The or the Resolutions Committee are next The General Assembly is a petition must be signed by considered by the General Assembly. meeting of the collective voting delegates from 10%of General resolutions not approved, or body of all voting member cities, and submitted to referred for further study by both a delegates—one from the Cal Cities President at least policy committee and the Resolutions every member city. 24 hours before the beginning Committee do not go to the General of the General Assembly. Assembly. All Petitioned Resolutions Seven policy committees are considered by the General meet throughout the year Assembly, unless disqualified.2 to review and recommend positions to take on bills and regulatory proposals. Policy committees include General Assembly members from each Cal • fi Duringthe General Assembly, voting delegates Cities diversity caucus, '�'•�• •'!�• • Y- g g ♦�;�; ;�I� debate and consider general and petitioned regional division, and • ••• • resolutions forwarded by the Resolutions municipal department, Committee. Potential Cal Cities bylaws as well as individuals amendments are also considered at this meeting. appointed by the Cal Cities president. The Resolution Committee can amend a general resolution prior to sending it to the General Assembly. 2 Petitioned Resolutions may be disqualified by the Resolutions Committee according to Cal Cities Bylaws Article VI.Sec.5(f). For more information visit www.calcities.org/general-assembly Page 1000