Agenda packet, closed session — Glendale City Council, October 6, 2026 (part 1 of 4)

A G E N D A

GLENDALE CITY COUNCIL

COUNCIL CHAMBERS
613 E. Broadway, 2nd Floor
Glendale, CA 91206
OCTOBER 6, 2026
DISCUSSION OF COUNCILMEMBER FUTURE AGENDA REQUESTS – 4:00 PM CLOSED SESSION - 4:00 PM
REGULAR AGENDA - 6:00 PM

PUBLIC PARTICIPATION AND ACCESSIBILITY

PLEASE SILENCE CELLULAR PHONES WHILE INSIDE THE MEETING LOCATION Viewing of City Council Meetings: • In-person – City Council Chambers, 613 E. Broadway, 2nd Floor, Glendale, CA 91206 • TV Broadcast via Glendale TV, viewable on Spectrum Cable, channel 6, and AT&T U-verse, channel 99.
• Live Broadcast – Streamed on the City webpage, glendaleca.gov/live, on YouTube.com/myglendale, and on the Cablecast app under "Glendale TV". • Online Attendance – via Zoom at https://glendaleca.zoomgov.com/j/1659278910 Meetings are also archived on the City Website for viewing anytime at glendaleca.gov/agendas.

City Council meeting agenda packets, any agenda related documents, and additional documents are available at City Hall and online for public viewing on the City’s website:
https://www.glendaleca.gov/government/public-meeting-portal ADA Accessibility and Translation Services:

In compliance with the Americans with Disabilities Act (ADA) of 1990, auxiliary hearing aids, sign language translation, and Braille transcripts are available upon request. Assisted listening devices are available same-day upon request. The City Clerk’ office should be notified 72 hours (three business days) or as soon as practicable for requests regarding sign language translation and Braille transcription services; please direct all accessibility requests to (818) 548-2090. For translations, please specify the language for which you require translation. The exclusive use of City provided interpreters is not required and persons are welcome to use their own interpreter or speak in their native language.

If you have any questions about matters on the agenda, or requests for assistance including agenda email notification, please contact the City Clerk’s Office via email at [email protected], or by phone at (818) 548-2090. 1 TYPED 10/2/2026 12:16:39 PM
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PUBLIC COMMENT GUIDELINES
The City Council welcomes public input at City Council meetings. Public input at Council meetings is regulated by the City Council’s Rules of Order, Procedure and Decorum for the Conduct of City Council Meetings as set forth in Resolution No. 25-76, which will be summarized below.

Public Comment participation in Council meetings may occur as follows:
• In-person – City Council Chambers • Online attendance – Connect to the meeting online using the meeting link below and use the Raise Hand feature to speak when the Mayor or City Clerk states it is time to speak on the particular public comment period or agenda item.

Meeting link: https://glendaleca.zoomgov.com/j/1659278910 | Meeting ID: 165 927 8910 • Telephone – Call the number listed below and dial *9 to request to speak | *6 to unmute / mute Meeting call-in telephone number: (818) 745-0355
Written Comments and Documents:

Public comments received in writing will NOT be read aloud at the meeting but will be part of the meeting record. Written public comments can be emailed to [email protected], and will be uploaded to the City website as an attachment to the agenda item. When submitting a public comment, please make sure to include the following:

1. Name (optional); and

2. Agenda item to which you are submitting public comment

3. Submit no later than 12:00 p.m. on the day of the City Council meeting. Correspondence received after this time may not be distributed until the following business day.

All documents related to open session items on this agenda that are received less than 72 hours prior to this meeting, and are public records, will be available for review in the Office of the City Clerk, 613 E. Broadway, Room 110, Glendale, CA 91206.

Public Comments During Council Meeting:

Public Comments during Community Event Announcements, First and Second Periods of Oral Communications and agenda items will be governed as provided in the descriptions for those items on the agenda below. Pursuant to State law, the City Council may not discuss or take action on any item not appearing on the meeting agenda, except that members of the City Council or staff may ask a question for clarification or briefly respond to statements made or questions posed by persons exercising public testimony rights (Government Code Section 54954.2). Staff may be asked to follow up on such items.

Submitting Speaker Cards or Requesting Online or Telephonic Participation for Public Comment:

Speaker cards must be submitted, by the following deadlines: • Community Event Announcements or First or Second Period of Oral Communications: PRIOR TO the commencement of the specific comment period
• Consent Calendar Items: BEFORE a motion is made on the consent calendar • Other agenda items, including Action items: PRIOR to the completion of the verbal staff report (unless waived by the Mayor)
Online participants must raise their hands and telephone users must dial *9 after the Mayor or City Clerk state it is time to indicate their desire to speak on an item but before the deadlines stated 2 TYPED 10/2/2026 12:16:39 PM
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above.

Any audio-visual files displayed by speakers must be emailed to the Clerk’s office by 12:00 pm on the day before a Council meeting.
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OCTOBER 6, 2026
DISCUSSION OF COUNCILMEMBER FUTURE AGENDA REQUESTS – 4:00 PM CLOSED SESSION - 4:00 PM
REGULAR BUISNESS AGENDA - 6:00 PM
Revised – Added Item 4D

ROLL CALL

1. DISCUSSION OF COUNCILMEMBER FUTURE AGENDA REQUESTS
a. Councilmember Asatryan’s Request to Consider Revisions to the City’s Lobbyist Regulations including the Definition of Lobbyist

2. CLOSED SESSION – 1:00 PM (To Commence at 4:00 PM)
a. Conference with Legal Counsel – Existing Litigation: Castanon v. City of Glendale, L.A.S.C. Case No. 25NNCV01347
b. Conference with Legal Counsel – Existing Litigation: Moradian v. City of Glendale; Case No. 25NNCV07733
c. Conference with Legal Counsel – Existing Litigation: Shandi v. City of Glendale, L.A.S.C. Case No. 25STCV35077
d. Conference with Legal Counsel – Existing Litigation: Sandoval v. City of Glendale; Case No. 26STCV26734
e. Public Employment – Attorneys

3. REGULAR BUSINESS AGENDA – 6:00 PM
Roll Call
a. Flag Salute
b. Invocation
c. Report of the City Clerk, re: Posting of Agenda. The Agenda for the October 6, 2026 Regular Meeting of the Glendale City Council was Posted on September 30, 2026, on the Bulletin Board Outside City Hall.

4. PRESENTATIONS AND APPOINTMENTS
a. Presentation by Assemblymember Schultz on 2026 End of Legislative Session b. Proclaiming October as Domestic Violence Awareness Month c. Proclaiming October as Hispanic Heritage Month
d. Presentation by the American Chess Academy Re: 2026 Southern California Open Chess Tournament Recap

5. CONSENT ITEMS (Including Minutes)
The following are routine and may be acted upon by one motion. Any Member of Council or the audience requesting separate consideration may do so by making such request before motion is proposed.
a. City Clerk, re: Minutes of the Glendale City Council Meeting of September 22, 2026 b.
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Public Works, re: Adopt Plans and Specifications for the Glendale Sports Complex Field 3 Artificial Turf Project

1. Resolution adopting plans and specifications for Specification No. 3874 for the Glendale Sports Complex Field 3 Artificial Turf Project and directing the City Clerk to advertise for bids
c. Public Works, re: Award Professional Services Agreement (PSA) for Public Outreach for Regulatory Compliance Services for Public Works, Integrated Waste Management

1. Motion authorizing City Manager, to execute a three-year Professional Services Agreement (PSA) with ReCREATE Waste Collaborative LLC for public outreach for regulatory compliance services in a not-to-exceed amount of $337,090

6. CITY COUNCIL/STAFF COMMENTS (Including reports from conferences and regional meetings)

7. COMMUNITY EVENT ANNOUNCEMENTS (3-minutes per speaker) Members of the public will be permitted to announce upcoming events taking place in the community.

8. FIRST PERIOD OF ORAL COMMUNICATIONS (Maximum 3 minutes per speaker, 30-minute aggregate speaking time limit)
Members of the public may address the Council on agenda items or non-agenda items within the City Council’s subject matter jurisdiction. If a speaker addresses the Council on an agenda item during the First Period of Oral Communications, they may not speak again when the agenda item is called. A speaker who addresses the Council on non-agenda items during the First Period of Oral Communications may not speak during the Second Period of Oral Communications.

9. ADOPTION OF ORDINANCES
a. Public Works, re: Pilot Program for Deployment and Operation of Personal Delivery Devices (PDDs) on Public Rights-of-Way Pursuant to Operating Agreements (Asatryan,September 22, 2026)

1. Adoption of Ordinance Prohibiting the Deployment and Operation of Personal Delivery Devices on Public Rights-of-Way Except Pursuant to an Operating Agreement with the City
b. Police Department, re: Adoption of Ordinance Prohibiting the Act of Scavenging in Containers Used for the Purposes of Storage and Collection of Refuse or Recyclable Materials (Gharpetian, 9/29/2026)

1. Adoption of an Ordinance of the Council of the City of Glendale, California, Amending Section 8.44.050 and Adding Section 8.44.065 of the Glendale Municipal Code, 1995, Relating to Refuse, Yard Trimmings and Recyclable Material Collection and Disposal 5 TYPED 10/2/2026 12:16:39 PM
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c. Police Department, re: Adoption of Ordinance Prohibiting the Acts of Joining or Participating in a Commercial Special Event in Violation of Any Permit Conditions or Without the Consent and Over the Objection of the Permittee, or Otherwise Interfering with a Permitted Commercial Special Event (Gharpetian, 9/29/2026)

1. Adoption of an Ordinance of the Council of the City of Glendale, California, Adding Section 5.88.050 of the Glendale Municipal Code, 1995, Relating to the Commercial Special Event Permit

10. ACTION ITEMS
a. Community Services and Parks, re: Extending Contract and Increasing Meal Rates for Catering Services for the City’s Elderly Nutrition Program

1. Resolution dispensing with competitive bidding and authorizing the City Manager or a designee to enter into a two-year extension of the City’s Elderly Nutrition Program Lower Tier Subaward Agreement with TRIO Community Meals, LLC, through November 30, 2028, increasing meal rates by 6% effective December 1, 2026, and by an additional 3% effective December 1, 2027
b. Fire Department, re: Fire Department - Teleflex Medical Supply Corporation

1. Resolution dispensing with competitive bidding establishing Teleflex Medical Supplies Corporation (Teleflex) as the City’s standard vendor for the purchase of intra-osseous medical equipment and supplies and authorizing the Deputy Director of Finance/Purchasing to procure related equipment and supplies

11. HEARINGS

12. REPORTS - INFORMATION

13. WRITTEN COMMUNICATIONS

14. SECOND PERIOD OF ORAL COMMUNICATIONS
Discussion is limited to items NOT a part of this agenda. Each speaker is allowed 5 minutes.

Council may question or respond to the speaker, but there will be no debate or decision. The City Manager may refer the matter to the appropriate department for investigation and report.

15. NEW BUSINESS

16. ADJOURNMENT
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Whereas, domestic violence is a serious and pervasive public health and safety issue that affects individuals and families across every community, regardless of age, race, gender, socioeconomic status, or background; and
Whereas, domestic violence can take many forms, including physical, emotional, psychological, sexual, and financial abuse, and individuals of all backgrounds may experience abuse and deserve access to safety, support, and resources; and
Whereas, children and youth who are exposed to domestic violence may experience profound and lasting impacts on their emotional, physical, and developmental well-being, underscoring the importance of early intervention, prevention, and supportive services for children and families; and Whereas, Domestic Violence Awareness Month provides an important opportunity to make change by increasing awareness, supporting survivors, strengthening prevention efforts, and fostering a culture of respect and accountability, we can work together to prevent domestic violence and build a community where every individual has the opportunity to live free from fear, abuse, and violence; and
Whereas, the City of Glendale recognizes and honors the vital work of advocates, service providers, law enforcement, health care professionals, educators, and community organizations that provide safety, shelter, advocacy, counseling, and other essential resources to individuals and families affected by domestic violence.

Now, therefore, I, Ardy Kassakhian, Mayor of the City of Glendale, do hereby proclaim the month of October 2026, as
Domestic Violence Awareness Month
and urge citizens of Glendale to work together to eliminate domestic violence from our community.

Ardashes “Ardy” Kassakhian, Mayor
October 6, 2025
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M I N U T E S

GLENDALE CITY COUNCIL

COUNCIL CHAMBERS
613 E. Broadway, 2nd Floor Glendale, CA 91206
SEPTEMBER 22, 2026
ROLL CALL – All Present (Councilmember Asatryan arrived at 4:05 PM)

1. DISCUSSION OF COUNCILMEMBER FUTURE AGENDA REQUESTS – 4:04 PM

2. CLOSED SESSION – 4:05 PM
a. Conference with Legal Counsel – Anticipated Litigation: Initiation of Litigation pursuant to paragraph (4) of subdivision (d) of Government Code Section 54956.9: 1 potential case
b. Conference with Real Property Negotiators: City-designated negotiators: Roubik Golanian, John Takhtalian, Michael J. Garcia, Gillian van Muyden, and Jack Liang. Property Location: 151 E.

Colorado St. Negotiating Parties: Armenian American Museum and Cultural Center of California. Instructions to the negotiator(s) will concern the price and terms of lease of City property
c. Conference with Legal Counsel – Existing Litigation: Hernandez v. City of Glendale, L.A.S.C. Case No. 24NNCV05496
d. Conference with Legal Counsel – Existing Litigation:

Aroutounians v. City of Glendale, et al.; Case No. 24STCV29414 City Attorney Michael Garcia noted that Council anticipated reporting out on item 2c.

3. REGULAR BUSINESS AGENDA – 6:02 PM
Roll Call – All Present
a. Flag Salute: Mayor Kassakhian
b. Invocation: Juliann Mayer, Scripture Teacher, The Church of Jesus Christ of Latter-day Saints
c. Report of the City Clerk, re: Posting of Agenda. The Agenda for the September 22, 2026 Regular Meeting of the Glendale City Council was Posted on September 17, 2026, on the Bulletin Board Outside City Hall.

Mayor Kassakhian recognized the 35th Anniversary of the Independence of the Republic of Armenia, while also drawing attention to the ethnic cleansing of Artsakh and the current situation of the POWs. He invited human rights attorney Siranush Sahakyan to speak on this matter. Sahakyan is President of Armenia 8 of 1182
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International and Comparative Law Center, and is representing Armenian hostages who were forcefully displaced from Artsakh and are currently being held hostage by the Azerbaijani government.

4. PRESENTATIONS AND APPOINTMENTS
a. Proclamation Declaring Food Waste Prevention Week
Accepted by Ariel, Food Cycle LA, and Hourik Hayrapetian and Etienne Ozarak, Glendale Public Works Department.

5. CONSENT ITEMS (Including Minutes)
The following are routine and may be acted upon by one motion. Any Member of Council or the audience requesting separate consideration may do so by making such request before motion is proposed.
a. City Clerk, re: Minutes of the City Council Meetings of August 25, 2026, and September 1, 2026
Moved: Asatryan Seconded: Brotman
Vote as Follows:

Ayes: Asatryan, Bartrosouf, Brotman, Gharpetian, Kassakhian Noes: None

Absent: None
Abstain: None
b. Public Works, re: Award Construction Contract for the Wastewater Shop Space Optimization Project

1. Motion authorizing the City Manager or his designee to execute a construction contract with Waisman Construction, Inc. for the Wastewater Shop Space Optimization Project, in the amount of $445,500 plus a 10% construction reserve of
$44,550

2. Resolution [26-105] of appropriation to appropriate funds for the Wastewater Shop Space Optimization Project
Moved: Asatryan Seconded: Brotman
Vote as Follows:

Ayes: Asatryan, Bartrosouf, Brotman, Gharpetian, Kassakhian Noes: None

Absent: None
Abstain: None
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c. Police Department, re: Authorization to accept grant from the State of California Office of Traffic Safety for the Selective Traffic Enforcement Program
Public Speaker:

Fernando Roldan

1. Motion to accept grant funds in the amount of $352,000 from the State of California Office of Traffic Safety (OTS) for the Selective Traffic Enforcement Program (STEP) and authorize the City Manager, or a designee, to execute the necessary agreements, certification, and other documents required to accept the grant
Moved: Asatryan Seconded: Gharpetian
Vote as Follows:

Ayes: Asatryan, Bartrosouf, Brotman, Gharpetian, Kassakhian Noes: None

Absent: None
Abstain: None
d. Police Department, re: Authorization to accept grant funds from the State of California Office of Traffic Safety for the Motorcyclist Safety Education and Training Program
Public Speaker:

Fernando Roldan

1. Motion to accept grant funds in the amount of $40,000 from the State of California Office of Traffic Safety (OTS) for the Motorcycle Safety Education and Training Program and authorize the City Manager, or a designee, to execute the necessary agreements, certification, and other documents required to accept the grant Moved: Asatryan Seconded: Gharpetian
Vote as Follows:

Ayes: Asatryan, Bartrosouf, Brotman, Gharpetian, Kassakhian Noes: None

Absent: None
Abstain: None
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6. CITY COUNCIL/STAFF COMMENTS (Including reports from
conferences and regional meetings)
Councilmember Gharpetian attended the Armenian Independence Day event at Verdugo Park last weekend and thanked the Nor Serount Cultural Association for hosting the event each year. He also attended the grand opening of the Pioneer Village affordable housing project. He shared that the Jewel City Concert Series continues with String Harmonies performing on September 26, 2026, at 5:00 PM on Artsakh Paseo.

Councilmember Brotman attended an airport conference in Philadelphia, Pennsylvania. He announced that the 10th Annual Tech Week will take place September 23–26, 2026. More information is available at glendaletechweek.com.

Councilmember Asatryan noted that the official ribbon-cutting ceremony for the new terminal at Hollywood Burbank Airport will take place on October 5, 2026, at 10:00 AM, and that the terminal will open to the public on October 13, 2026. She shared that information about tours of the new terminal before the official opening can be found on the airport’s Instagram page, fly_burk. She requested a future agenda item to discuss the City’s ordinances related to lobbyists.

City Attorney Garcia noted that there are two existing ordinances related to lobbyists: one that prohibits lobbyists from serving on Boards and Commissions and another that requires lobbyist registration.

Councilmember Asatryan noted that she would like both ordinances to be discussed. She shared that the 3rd Annual Women’s Equality event will be held on September 30, 2026, at 6:00 PM at the Alex Theatre Courtyard. She also shared information about her recent trip to Armenia, including visits to Sister City Gyumri and Friendship City Yerevan.

Councilmember Bartrosouf shared that the 12th Glendale International Film Festival will take place September 24–29, 2026. He wished Councilmember Asatryan an early happy birthday. He thanked Public Works Department staff for quickly addressing a pothole he reported and reminded the public that the MyGlendale app can be used to report graffiti, potholes, weeds, illegal dumping, and other issues.

Mayor Kassakhian shared that he recently returned from South Korea, where he attended the Hollywood-Asia Cultural Exchange Forum and visited Sister Cities.

He noted that the City of Glendale flag has been permanently raised at Friendship Park in the Seongbuk-gu area. He also shared that he met with a former Prime Minister of Taiwan.

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Village project. He noted that he shares Fernando Roldan’s concerns regarding traffic and pedestrian safety. He shared that while the Glendale International Film Festival is approaching, the Armenian Film Festival recently concluded, and he congratulated the organizers on another successful event. Mayor Kassakhian also noted the recent fire in a residential neighborhood and expressed appreciation for the firefighters, police officers, and community members who responded to rescue individuals trapped inside the burning building.

7. COMMUNITY EVENT ANNOUNCEMENTS (3-minutes per speaker) Members of the public will be permitted to announce upcoming events taking place in the community.

Taleen Khatchadourian and Arpa Mehdikhani
Mike Mohill
Vince Kachatorian

Tony Passarella
Fernando Roldan
Laura Duncan
Mike Mohill
Kate Unger
Joanne Low
Anonymous
Councilmember Asatryan stepped away at 7:13 PM and returned at 7:19 PM.

Councilmember Gharpetian stepped away at 7:20 PM and returned at 7:22 PM.

Councilmember Bartrosouf stepped away at 7:23 PM and returned at 7:25 PM.

9. ADOPTION OF ORDINANCES
a. Libraries, Arts, and Culture, re: Adoption of Ordinance adding Chapter

30.38 to the Glendale Zoning Code (Title 30), entitled “Murals”, repealing section 30.33.230, and amending sections 2.12.030,

30.33.020, 30.40.010, 30.40.020, 30.41.050, 30.47.030, 30.47.040,

30.47.040, 30.47.050, 30.47.070, 30.47.075, 30.47.090 and 30.61.010 of the Glendale Municipal Code (GMC), 1995 (Case No. PZC-0018-2026) 12 of 1182
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(Asatryan, 08/25/2026)
Staff Comments:

Roubik Golanian, City Manager
Lessa Pelayo-Lozada, Director, Library, Arts & Culture Department Michael Garcia, City Attorney
Sylvia Quach, Senior Assistant City Attorney
Public Speaker:

Beth Brooks

1. Adoption of Ordinance [6054] adding Chapter 30.38 Entitled “Murals”, Repealing Section 30.33.230, and Amending Sections 2.12.030,

30.33.020, 30.40.010, 30.40.020, 30.41.050, 30.47.020, 30.47.030,

30.47.040, 30.47. 050, 30.47.070, 30.47.075, 30.47.090, and 30.61.010 of the Glendale Municipal Code, 1995 (Case No. PZC-0018-2026) Moved: Asatryan Seconded: Brotman
Vote as Follows:

Ayes: Asatryan, Bartrosouf, Brotman, Gharpetian, Kassakhian Noes: None

Absent: None
Abstain: None

2. Resolution [26-106] Establishing a Mural Permit Extension Fee and Amending the Comprehensive Citywide Fee Schedule for the Fiscal Year 2026-2027
Moved: Bartrosouf Seconded: Asatryan
Vote as Follows:

Ayes: Asatryan, Bartrosouf, Brotman, Gharpetian, Kassakhian Noes: None

Absent: None
Abstain: None
Council proposed a motion directing staff to prepare a resolution amending the citywide fee schedule so that the first 100 applications for mural permits would be at the subsidized rate of $400, provided that the mural is visible to the public.

Moved: Bartrosouf Seconded: Asatryan
Vote as Follows:
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Ayes: Asatryan, Bartrosouf, Brotman, Gharpetian, Kassakhian Noes: None

Absent: None
Abstain: None
b. Management Services, re: Lease Agreement for City Owned Property 250 North Orange Street (Brotman/09/01/2026)
Staff Comments:

Roubik Golanian, City Manager

1. Adoption of an Ordinance [6055] Authorizing Lease of a City-owned commercial premises located at 250 North Orange Street to “The Center for Armenian Arts” a DBA of Knowledge Truck, Inc., a nonprofit California public benefit corporation (“Tenant”), for a lease term exceeding five years Motion Authorizing City Manager to execute a lease with Tenant at a base rent of $2,927 per month, following adoption of the Ordinance authorizing said lease, as subject to the review and approval as to form by the City Attorney
Moved: Asatryan Seconded: Bartrosouf
Vote as Follows:

Ayes: Asatryan, Bartrosouf, Brotman, Gharpetian, Kassakhian Noes: None

Absent: None
Abstain: None

10. ACTION ITEMS
a. City Treasurer, re: City of Glendale Investment Policy Staff Comments:

Roubik Golanian, City Manager
Rafi Manoukian, City Treasurer
Presentation:

Marie Boyadjian, Treasury & Investment Services Operations Technician, City Treasurer’s Office
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1. Resolution [26-107] adopting the City Investment Policy for Fiscal Year 2026-2027
Moved: Asatryan Seconded: Brotman
Vote as Follows:

Ayes: Asatryan, Bartrosouf, Brotman, Gharpetian, Kassakhian Noes: None

Absent: None
Abstain: None
Councilmember Brotman stepped away at 7:55 PM and returned at 7:58 PM.

Councilmember Asatryan stepped away at 7:56 PM and returned at 8:00 PM. b. City Treasurer, re: City Treasurer's Annual Review of the City’s Portfolios
Staff Comments:

Roubik Golanian, City Manager
Rafi Manoukian, City Treasurer
Presentation:

Marie Boyadjian, Treasury & Investment Services Operations Technician, City Treasurer’s Office

1. Motion accepting Report for Fiscal Year ending June 30, 2026 Moved: Asatryan Seconded: Brotman
Vote as Follows:

Ayes: Asatryan, Bartrosouf, Brotman, Gharpetian, Kassakhian Noes: None

Absent: None
Abstain: None
c. Public Works, re: Adopt the Plans and Specification for the West Glendale Pavement Management Program (PMP)
Implementation Project Phase 1
Staff Comments:

Roubik Golanian, City Manager
Daniel Hernandez, Director, Public Works Department
Sarkis Oganesyan, Assistant Director/City Engineer, Public Works Department
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Robert William, Chief, Glendale Police Department
Michael Garcia, City Attorney
Presentation:

Viktoriya Pakhanyan, Senior Civil Engineer, Public Works Department Public Speakers:

Patrick Masihi
Juan Palacios
Kate
Heather Brooker

1. Resolution [26-108] adopting the plans and specification for the West Glendale PMP Implementation Project Phase 1, Specification No. 4022, Plan Nos. 1-3122, 1-3139, 49-278; and directing the City Clerk to advertise for bids
Included in the motion to adopt the resolution was direction to the Public Works Department to evaluate the feasibility of an additional quick build traffic circle and pedestrian crossing as part of this project.

Moved: Bartrosouf Seconded: Brotman
Vote as Follows:

Ayes: Asatryan, Bartrosouf, Brotman
Noes: Gharpetian

Absent: None
Abstain: Kassakhian
Mayor Kassakhian stepped away at 8:35 PM and returned at 8:38 PM. d. Public Works, re: Pilot Program for Deployment and Operation of Personal Delivery Devices (PDDs) on Public Rights-of-Way Pursuant to Operating Agreements
Staff Comments:

Roubik Golanian, City Manager
Aaron Israel, Principal Assistant City Attorney
Presentation:

Daniel Hernandez, Director, Public Works Department
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Public Speakers:

Kelly Jones

1. Motion to approve the proposed one-year pilot program in the form of operating agreements with two PDD operators, and authorize the City Manager to execute the agreements; and
Included in the motion was to require a response time of 30 minutes for malfunctions that occur on sidewalks and crosswalks.

Moved: Asatryan Seconded: Bartrosouf
Vote as Follows:

Ayes: Asatryan, Bartrosouf, Brotman
Noes: Gharpetian, Kassakhian

Absent: None
Abstain: None

2. Introduction of Ordinance Prohibiting the Deployment and Operation of Personal Delivery Devices on Public Rights-of-Way Except Pursuant to an Operating Agreement with the City Introduced by Councilmember Asatryan on September 22, 2026.

Councilmember Gharpetian stepped away at 10:04 PM and returned at 10:06 PM.

Councilmember Brotman stepped away at 10:14 PM and returned at 10:17 PM.

Councilmember Asatryan stepped away at 10:17 PM and returned at 10:27 PM. e. Police Department, re: Update on Flock Safety Automated License Plate Recognition System
Staff Comments:

Roubik Golanian, City Manager
Vahe Abramyan, Lieutenant, Glendale Police Department
Jason Miller, Assistant Chief Information Officer], Information Technology Department
Jason Ross, Captain, Glendale Police Department
Michael Garcia, City Attorney
Presentation:

Robert William, Chief, Glendale Police Department
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Public Speakers:

Alex Amerri
Ian Kose
Alex Fumero
Kate
Sarah Smith
Megan Cohen
Ramy
Mike Borisov
Linda Neumaier
Linda Campo
Benjamin Haslup
Hilary
Andrea Cedusky
Mahan
Jane O’Neill

1. Motion to note and file

2. Motion to direct staff
No vote was taken.

Councilmember Asatryan stepped away at 11:58 PM and returned at 12:11 AM.

Councilmember Brotman stepped away at 12:02 AM and returned at 12:03 AM. f. Police Department, re: Introduction of Ordinance Prohibiting the Act of Scavenging in Containers Used for the Purposes of Storage and Collection of Refuse or Recyclable Materials

1. Introduction of an Ordinance of the Council of the City of Glendale, California, Amending Section 8.44.050 and Adding Section 8.44.065 of the Glendale Municipal Code, 1995, Relating to Refuse, Yard Trimmings and Recyclable Material Collection and Disposal Without objection, this item was deferred to a future Regular Council Meeting.
g. Police Department, re: Introduction of Ordinance Prohibiting the Acts of Joining or Participating in a Commercial Special Event in Violation of Any Permit Conditions or Without the Consent and Over the Objection of the Permittee, or Otherwise Interfering with a Permitted Commercial Special Event

1. Introduction of an Ordinance of the Council of the City of Glendale, California, Adding Section 5.88.050 of the Glendale Municipal Code, 1995, Relating to the Commercial Special Event Permit
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Without objection, this item was deferred to a future Regular Council Meeting.

11. HEARINGS
a. Community Development, re: Ordinance Amending Title 30 of the Glendale Municipal Code, 1995 (Case No. PZC-0015-2025), Relating Generally to Establishing an Animated Signage Overlay Zone (ANSOZ) and Associated Standards and a Zoning Map Amendment to add the ANSOZ to Commercially Zoned Properties Along South Central Avenue and South Brand Boulevard

1. Introduction of Ordinance Amending Title 30 of the Glendale Municipal Code Relating Generally to Establishing an Animated Signage Overlay Zone (ANSOZ) and Associated Standards

2. Introduction of Ordinance Amending the Zoning Map to Reflect the New Designation Related to Placing an ANSOZ on Certain Properties Along South Central Avenue in the C3 "Commercial Service" Zone, Height District I and South Brand Boulevard in the CA "Commercial Auto" Zone Motion to continue this item to the next Regular Council Meeting on September 29, 2026 without further public notice.

Moved: Bartrosouf Seconded: Brotman
Vote as Follows:

Ayes: Asatryan, Bartrosouf, Brotman, Gharpetian, Kassakhian Noes: None

Absent: None
Abstain: None

12. REPORTS - INFORMATION

13. WRITTEN COMMUNICATIONS

14. SECOND PERIOD OF ORAL COMMUNICATIONS
Discussion is limited to items NOT a part of this agenda. Each speaker is allowed 5 minutes. Council may question or respond to the speaker, but there will be no debate or decision. The City Manager may refer the matter to the appropriate department for investigation and report.

Gray James
Allan Dish
Beth Brooks
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Councilmember Asatryan stepped away at 1:45 AM and returned at 1:48 AM.

Councilmember Brotman stepped away at 1:48 AM and returned at 1:49 AM.

15. NEW BUSINESS
a. Councilmember Gharpetian moved that the City Attorney is authorized to resolve the lawsuit entitled Timothy Hernandez v. City of Glendale, Los Angeles Superior Cour Case No. 24NNCV05496 in exchange for a full release of all claims in the amount of $150,000.00.

Moved: Gharpetian Seconded: Brotman
Vote as Follows:

Ayes: Asatryan, Bartrosouf, Brotman, Gharpetian, Kassakhian Noes: None

Absent: None
Abstain: None

16. ADJOURNMENT – 1:53 AM
Moved: Brotman Seconded: Gharpetian
Mayor of the City of Glendale
City Clerk of the City of Glendale
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CITY OF GLENDALE, CALIFORNIA

REPORT TO THE CITY COUNCIL

AGENDA ITEM
Report: Adopt Plans and Specifications for the Glendale Sports Complex Field 3 Artificial Turf Project

1. Resolution adopting plans and specifications for Specification No. 3874 for the Glendale Sports Complex Field 3 Artificial Turf Project and directing the City Clerk to advertise for bids.

COUNCIL ACTION
Item Type: Consent Item
Approved for October 6, 2026 calendar

EXECUTIVE SUMMARY
The Glendale Sports Complex Field 3 Artificial Turf Project will replace the existing natural turf with artificial turf to improve field availability and accommodate continued recreational use. The conversion is anticipated to increase field availability by approximately 92 days annually by reducing closures associated with seasonal maintenance and weather conditions. The project will provide more consistent access to Field 3 for softball, baseball, soccer, and other recreational use.

The purpose of this item is to request that the City Council adopt the project plans and specifications and authorize the City Clerk to advertise for bids. Following the competitive bidding process, staff will return to City Council with recommendations for contract award.

RECOMMENDATION
Approve a resolution to adopt the plans and specifications for the Glendale Sports Complex Field 3 Artificial Turf Project and direct the City Clerk to advertise for bids.

ANALYSIS
The 27-acre Glendale Sports Complex, located at 2200 Fern Lane in the San Rafael Hills, opened in April of 1999 and operates daily from 7:00 a.m. to 10:00 p.m. The facility includes two artificial turf soccer fields, one state of the art artificial turf baseball field with a U12 soccer field overlay, two natural-grass softball fields, a concession stand, public restrooms, and a meeting room. The Sports Complex is also home to the "Mountain Do" and Catalina Verdugo Trail.
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The city is now prepared to move forward with the design and development of a second artificial turf softball field at the Glendale Sports Complex. The proposed project will convert the entire playing surface of Field 3, including the softball infield and foul ball territory, from natural to artificial turf. The field will be striped both for softball (foul lines) and two U-10 soccer fields (center circle, half way line, penalty area, goal area, sidelines, and end lines). The dimensions of the existing softball field will remain unchanged.

The natural turf softball field at the Glendale Sports Complex, currently referred to as the Sports Complex Field 3, is heavily used for softball, baseball and soccer practices and games, as well as general public use. The level of use contributes to the deterioration of the natural turf, particularly in areas of the outfield. The field area is also closed for up to three months each fall for annual maintenance and is subject to weather-related closures during the winter months. For every day of rain at the Glendale Sports Complex, the field may remain closed for an additional two to four days to allow the infield and turf to dry thoroughly.

Converting Sports Complex Field 3 from natural to artificial turf is anticipated to increase field availability by approximately 92 days per year or 1,380 hours annually. The additional availability will help alleviate the existing demand for softball and soccer fields at the Glendale Sports Complex and provide more consistent access for recreational programming throughout the year.

On December 3, 2019, Council approved the Professional Services Agreement (PSA) with SWA Group, Inc. to provide design of the new artificial turf.

On September 21, 2021, City Council directed staff to hire Citadel EHS to conduct a Life Cycle Assessment and Triple Bottom Line Analysis comparing artificial and natural turf for multipurpose fields at Freemont Park, Pacific Park, Sports Complex Field 3, Cerritos Elementary, and Wilson Middle School.

As a part of the assessment, Citadel held a key stakeholder meeting on February 16, 2022, to identify and prioritize the criteria in evaluating the surface types. The process resulted in 14 topic areas within three impact categories: Environment, Human Health, and Community. Citadel’s findings concluded that artificial turf with natural Geofill offered the highest potential to balance the diverse priorities based on the categories identified.

A joint meeting of the Sustainability, Parks and Recreation and Community Services Commissions was held on June 2, 2022 to present the findings. The Sustainability Commission voted 3-2 in favor of artificial turf at Sports Complex Field 3 only and recommended City Council proceed with natural turf at the remaining four sites. Parks and Recreation, and Community Services Commission voted 3-2 in favor of artificial turf at Fremont Park, Pacific Park, and Sports Complex Field 3 and deferred to City Council regarding the two school sites.

On June 28, 2022, Council approved the installation of Shaw Sports Turf NXT Paly with Geofill at Sports Complex Field 3.
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The proposed replacement of the field surface will include:
• Shaw, Legion NXT 2.0 turf, which uses the natural geofill product that is 90% coconut husk;
• Brock Powerbase YSR underlayment pad; and
• Field Groomer and Sweeper.

Construction is anticipated to begin in Winter 2027 and will be coordinated with the field’s annual maintenance season, when the field would typically be closed for restoration, thereby minimizing impacts to scheduled field use.

STAKEHOLDERS/OUTREACH
The Glendale Sports Complex multi-purpose field is a high-use facility with multiple users as listed below:

1. City:
a. Community Services & Parks (CSP)
• Primary operating department
• Sports programming and field scheduling
• Facility reservations and permits
• Maintenance and day-to-day operations
• Youth and adult sports programs

2. Community:
• Youth sports organizations
• Adult sports leagues
• Local schools
All user groups have expressed support for replacing the Glendale Sports Complex Field 3 artificial turf field. Construction will be coordinated to minimize impacts to schedule filed use. If any scheduled activities are impacted during construction, all impacted users will be notified in advance, and the city will work to accommodate them at other available fields to the best of their ability, with priority given to youth groups before adult groups.

FISCAL IMPACT
There is no fiscal impact associated with this report. The Glendale Sports Complex Field 3 Artificial Turf Project construction is estimated to cost $1,300,000. Funding for this project was previously approved and is available in the FY 2026-27 budget.

ENVIRONMENTAL REVIEW (CEQA/NEPA)
This project is Categorically Exempt under the provisions of the California Environmental Quality Act (CEQA) as a Class 2 exemption pursuant state CEQA Guidelines, Section 15302.

CAMPAIGN DISCLOSURE
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This item is exempt from campaign disclosure requirements.

ALTERNATIVES TO STAFF RECOMMENDATION
Alternative 1: Do not to approve the resolution which will thereby defer the improvements and maintain the status quo conditions and use of this facility.

ADMINISTRATIVE ACTION
Submitted by:

Daniel Hernandez, Director of Public Works
Prepared by:

Arthur Asaturyan, Senior Project Manager
Approved by:

Roubik R. Golanian, P.E., City Manager

EXHIBITS/ATTACHMENTS
None
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RESOLUTION NO. __________

A RESOLUTION OF THE COUNCIL OF THE CITY OF GLENDALE, CALIFORNIA

ADOPTING THE PLANS AND SPECIFICATIONS FOR THE GLENDALE SPORTS COMPLEX FIELD 3 ARTIFICIAL TURF PROJECT, SPECIFICATION NO. 3874 AND

DIRECTING THE CITY CLERK TO ADVERTISE FOR BIDS
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF GLENDALE:

SECTION 1.The plans and specifications on file in the City Clerk’s office for the Glendale Sports Complex Field 3 Artificial Turf Project including the various documents incorporated therein, are hereby approved, adopted, designated and shall hereafter be known as Specification No. 3915.

SECTION 2. The City Clerk is hereby directed to advertise for bids for the work, equipment and materials described in this Specification adopted by this Resolution.

Adopted this _____ day of ____________, 2026.
____________________________
Mayor, City of Glendale
ATTEST:
__________________________
City Clerk

STATE OF CALIFORNIA )

COUNTY OF LOS ANGELES )

CITY OF GLENDALE )
I, Suzie Abajian, Ph.D., City Clerk of the City of Glendale, certify that the foregoing Resolution No. _____________ was Adopted by the Council of the City of Glendale, California, at a regular meeting held on the _____ day of _________________, 2026, the same was adopted by the following vote:

Ayes:

Noes:

Absent:

Abstain:
___________________________
City Clerk
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CITY OF GLENDALE, CALIFORNIA

REPORT TO THE CITY COUNCIL

AGENDA ITEM
Report: Award Professional Services Agreement (PSA) for Public Outreach for Regulatory Compliance Services for Public Works, Integrated Waste Management

COUNCIL ACTION
Item Type: Consent Calendar
Approved for October 6, 2026 calendar

EXECUTIVE SUMMARY
The Public Works Department (PWD) issued a Request for Proposals (RFP) seeking a qualified consultant to support the city's public education, outreach, contamination reduction, data analysis, and regulatory compliance efforts related to recycling, organics, edible food recovery, and other solid waste programs and regulations.

The Evaluation Team independently reviewed and scored seven proposals using the evaluation criteria established in the RFP. The evaluation considered proposal quality and responsiveness, team qualifications, proposed work plan, relevant project experience, and cost. The public outreach program is funded by the city’s four franchise haulers in an amount up to $150,000 annually.

ReCREATE Waste Collaborative LLC (ReCREATE) received the highest combined score from the Evaluation Team. ReCREATE's proposal was distinguished by its practical and achievable work plan, Southern California solid waste experience, familiarity with Glendale, waste characterization and route-review capabilities, ArcGIS/Survey123 data tools, direct business outreach, and in-house graphic design resources. Its proposed three-year cost of $337,090 is commensurate with the quantity of work proposed and is within the city's budget.
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RECOMMENDATION
That the City Council approve a motion authorizing the City Manager to execute a threeyear PSA with ReCREATE for public outreach for regulatory compliance services in a not-to-exceed amount of $337,090.

ANALYSIS
California solid waste requirements require jurisdictions to provide education and outreach, monitor program participation and contamination, maintain regulation compliance implementation records, and demonstrate progress toward state and local diversion objectives. Glendale has developed substantial internal expertise in SB 1383 implementation and compliance. The purpose of this procurement is not only to maintain regulatory compliance, but also to strengthen the city's ability to use existing program data to develop and implement targeted, measurable outreach campaigns that improve participation and reduce contamination.

The selected consultant will support the city in reviewing and analyzing route-review and contamination data received from the city's four commercial franchise haulers and city residential collection services. They will assist in identifying priority audiences and geographic areas, developing strategic and multilingual campaigns, creating and updating public-facing materials, conducting targeted engagement, measuring results, and maintaining records that support the CalRecycle Electronic Annual Report requirements and other regulatory documentation.

PWD received seven proposals. The Evaluation Team consisting of four internal staff members independently evaluated the proposals using the following criteria:

CRITERIA WEIGHT
Quality, Clarity, and Responsiveness of
the Proposal 20%
Team Expertise and Qualifications 25%
Proposed Action / Work Plan 25%
Relevant Project Experience 20%
Cost Proposal 10%

PROPOSAL EVALUATION RESULTS
The table below summarizes the combined evaluations of the seven proposals. Scores reflect the weighted evaluation criteria, including cost. Cost scoring recognizes proposals that are deliverable within the city's anticipated three-year budget and gives reduced credit to proposals whose proposed scope and cost substantially exceed the available funding of $450,000 for a three-year period.
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CONSULTANT 3-YEAR COST COMBINED SCORE PLACEMENT
ReCREATE Waste
Collaborative LLC
$337,090 93.88 1
CV Strategies $444,000 89.25 2
HF&F Consultants $804,378 82.38 3
SCS Engineers $852,836 77.38 4
Environmental
Innovations
$806,525 76.38 5
SGA $330,537 75.50 6
Ghirardelli Associates $1,616,663.36 73.25 7
The Evaluation Team found ReCREATE to be a highly qualified firm specializing in SB 1383 implementation, waste diversion programs, regulatory compliance, route review inspections and community-based outreach. They demonstrated extensive experience working with California local jurisdictions which makes them uniquely positioned to support Glendale’s public outreach and regulatory compliance efforts. ReCREATE has provided SB 1383 implementation services to more than 20 local jurisdictions and has worked across nearly 55 California communities, including projects involving the San Bernardino and Imperial County Joint Powers Authorities and the San Gabriel Valley Council of Governments.

ReCREATE brings substantial experience in community-based multilingual social marketing and direct public outreach. Their staff are trained and certified in communitybased social marketing and have conducted door-to-door outreach to more than 15,000 single-family households and 10,000 multifamily households. Under this program, focused outreach on multifamily properties will be prioritized. Their experience includes developing multilingual and targeted outreach materials, conducting stakeholder meetings, distributing educational materials, creating social media campaigns, and working directly with businesses and property managers to improve compliance.

Based on their demonstrated technical expertise, extensive local government experience, proven success implementing SB 1383 programs, significant field and outreach capacity, and ability to provide data-driven and community-focused education, ReCREATE represents a strong partner to support the City of Glendale’s public outreach and regulatory compliance efforts. Their three-year proposal is approximately 28 of 1182
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25 percent below the City's anticipated $450,000 budget. The per year cost of the proposed PSA is as follows:

Year One: $124,190
Year Two: $106,450
Year Three: $106,450
Total: $337,090
Year-One is higher in cost because it includes the formation of the public outreach and education strategic plan that will not be a cost borne in the other two years of the PSA.

STAKEHOLDERS/OUTREACH
The proposed PSA will support comprehensive, multilingual outreach (English, Armenian, Spanish, Korean, and Tagalog) to single-family and multifamily residents, property owners and managers, businesses, schools, commercial edible food generators, non-profit organizations, and other key stakeholders. Outreach strategies will focus on public engagement, waste reduction, proper curbside sorting, and compliance with state regulations and the Glendale Municipal Code. Delivery methods may include targeted campaigns, direct business assistance, workshops, digital and social media content, updated toolkits, signage, and community events. Additionally, the consultant will collaborate with the city’s four commercial franchise haulers to optimize program delivery and ensure activities are informed by route-review, contamination, subscription, and other available program data.

FISCAL IMPACT
The public outreach for regulatory compliance services will cost $337,090 total including $124,190 in year one which was included as a part of the FY 2026-27 budget. No new appropriation is being requested at this time. Funding for future agreement years will be requested through annual budget processes.

Existing Appropriation
Amount Account String Funding Source
$124,190 43110-5300-PWD-7523-P0000 Refuse Disposal Fund Department Cost Center Program
Public Works Recycling Waste Reduction

ENVIRONMENTAL REVIEW (CEQA/NEPA)
The action being considered does not constitute a "project" within the meaning of the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15378(a), as it has no potential for resulting in either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment.

CAMPAIGN DISCLOSURE
The names and business addresses of the members of the board of directors, chairperson, Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, 29 of 1182
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and subcontractors, and any person or entity with more than a 10 percent interest in the company, is attached as Exhibit 1 in accordance with the City's Campaign Finance Ordinance No. 5744.

ALTERNATIVES TO STAFF RECOMMENDATION
Do not approve the proposed PSA with ReCREATE and direct staff to continue the current outreach program using existing limited city resources and contracts or issue a new RFP.

ADMINISTRATIVE ACTION
Submitted by:

Daniel Hernandez, Director of Public Works
Prepared by:

Etienne Ozorak, Integrated Waste Superintendent
Hourik Hayrapetian, Sr. Administrative Analyst
Approved by:

Roubik R. Golanian, P.E., City Manager

EXHIBITS/ATTACHMENTS
Exhibit 1: Disclosure - Campaign Finance Ordinance
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MOTION
Moved by Council Member , seconded by
Council Member , that the Council of the City
of Glendale authorizes the City Manager, or a designee, to execute a three-year Professional Services Agreement (PSA) with ReCREATE Waste Collaborative LLC for public outreach for regulatory compliance services in a not-to-exceed amount of three hundred thirty-seven thousand ninety dollars ($337,090), subject to the approval by the City Attorney.

Votes as follows:

Ayes:

Noes:

Absent:

Abstain:

City Clerk
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PF: IV- DISCLOSURE - CAMPAIGN FINANCE ORDINANCE – CONSULTANTS AND SUBCONSULTANTS The City Council adopted Ordinance No. 5744, “Campaign Finance Ordinance,” which became effective on September 9, 2011, and amended it with Ordinance No. 5768, which became effective on March 15, 2012 (“the Ordinance”). The Ordinance prohibits: (1) A Consultant* (including a subConsultant**)― who has a contract with the City of Glendale (“City”), Glendale Successor Agency or Glendale Redevelopment Agency (“GSA”), or the Housing Authority of the City of Glendale (“HA”) and that contract is subject to approval by the City Council, GSA, or HA― from making a contribution to a City Council member, GSA member, HA member, City Clerk, or City Treasurer; and (2) Council members, GSA members, and HA members from voting on matters concerning a contract affecting a Consultant or subConsultant who has provided a campaign contribution.

The provisions of the Ordinance restricting Council members from voting on matters affecting campaign contributors applies to a Consultant whose contract requires the City Council’s, GSA’s, or HA’s approval, and specified subConsultants. A contract with the City, GSA, or HA is known as a “City Contract.” The Ordinance excludes a competitively bid contract awarded to the lowest responsible bidder.

To assist members of the City Council, GSA, and HA before they vote on a matter regarding a City Contract, the Ordinance requires City staff to prepare this report which discloses certain information about the Consultant receiving the City Contract, and specified subConsultant(s) working under the City Contract.

Information that must be disclosed: ● Name of the person, entity, or organization (i.e., the Consultant or SubConsultant) ● Name of the Chief Executive Officer/President
● Chief Operating Officer
● Chief Financial Officer
● Chairperson
● All members of the Board of Directors
● All persons who own more than 10% of the person, entity, or organization ● Name of any campaign committee owned or controlled by the person, entity, or organization Please complete the following disclosure form:

Consultant(s)*:

Name Address
Full Name Title Business Address City State Zip
Chairperson
Chief Executive Officer / Preside
Chief Operating Officer
Chief Financial Officer
Board of Directors
Natalie Lessa More than 10% interest owner 623 W. Pacific Coast Highway #F Long Beach CA 90806 Kirk Kunihiro More than 10% interest owner 623 W. Pacific Coast Highway #F Long Beach CA 90806 * “Consultant” is the person, entity, or organization that is the party, or prospective party, to the contract with the City, GSA, or HA. In addition to the name of the person, or entity, the Consultant must also disclose the name(s) of that person’s, entity’s, or organization’s Board of Directors, its Chairperson, Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, any person with an ownership interest of more than ten percent (10%) in that person, entity, or organization, and any campaign committee that is owned or controlled by that person, entity, or organization. Please disclose these persons’ name and business address. 61 EXHIBIT 1
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SubConsultant(s)**:

Name Address
Full Name Title Business Address City State Zip
Chairperson
Chief Executive Officer / Preside
Chief Operating Officer
Chief Financial Officer
Board of Directors
More than 10% interest owner
** “SubConsultant” is the person, entity, or organization that has entered into a contract for the performance of all or a portion of the work undertaken under an agreement with an architect, design professional, engineer, or general or prime contract, usually by a general or prime Consultant. You must also disclose the names of the SubConsultant’s Board of Directors, its Chairperson, Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, any person with an ownership interest of more than ten percent (10%) in that person, entity, or organization, and any campaign committee that is owned or controlled by that person, entity, or organization. Above please disclose these persons’ name and business address.

Campaign Committee owned or controlled by:

Title Business Address City State Zip

CERTIFICATION
On behalf of the above-named X Consultant SubConsultant:
• I acknowledge that I have a continuing obligation to update this disclosure form if I substitute― or if I select additional― architects, design professionals, Consultants, or subConsultants within ten (10) days of the selection or change; and • I hereby certify that:
▪ I have identified all persons for which the Ordinance requires disclosure; ▪ The information in this disclosure form (and any attachment to this form) is true, accurate, correct, and complete; and ▪ I have been legally authorized to submit this disclosure form.

In total, this disclosure form (including attachments) is 2 pages.

Executed on: Friday, July 31st , 2026 , at: Long Beach , California.

Signature: Print Full Name: Natalie Lessa
Address: 623 W. Pacific Coast Highway #F, Long Beach, CA 90806 Phone Number: (323) 572-8766 E-mail Address: [email protected] 62 33 of 1182
ORDINANCE NO. _______

AN ORDINANCE OF THE COUNCIL OF THE CITY OF GLENDALE,

CALIFORNIA, PROHIBITING THE DEPLOYMENT AND OPERATION OF PERSONAL

DELIVERY DEVICES ON PUBLIC RIGHTS-OF-WAY EXCEPT PURSUANT TO AN

OPERATING AGREEMENT WITH THE CITY
WHEREAS, the City of Glendale has a substantial governmental interest in protecting the public health, safety, and welfare of persons using the City's streets, sidewalks, crosswalks, curb ramps, pedestrian paths of travel, parkways, and other portions of the public right-of-way; and
WHEREAS, the public right-of-way is a limited public resource that must safely accommodate pedestrians, persons using wheelchairs and other mobility devices, persons with visual, hearing, cognitive, and other disabilities, older adults, children, bicyclists, transit riders, motorists, emergency responders, public works and utility operations, commercial loading, refuse collection, deliveries, outdoor dining, street furniture, trees, landscaping, and other public and private uses authorized by law; and WHEREAS, personal delivery devices, commonly described as food delivery robots or sidewalk delivery robots, are motorized devices used or intended to be used to transport food, packages, merchandise, or other items for commercial delivery, and may be operated remotely, semi-autonomously, autonomously, or by a combination of remote-control and automated functions; and
WHEREAS, personal delivery devices are an emerging technology operation of which in the public right-of-way may provide convenience to consumers and businesses, but also raises unresolved local issues regarding pedestrian safety, accessibility, traffic control compliance, right-of-way obstruction, device size and speed, stopping and dwelling, interaction with driveways and alleys, crosswalk operations, emergency response, insurance, indemnity, data reporting, enforcement, and operator responsibility; and
WHEREAS, the City has observed, received reports of, or has reason to anticipate the deployment of personal delivery devices on sidewalks and other portions of the public right-of-way in Glendale; and
WHEREAS, local operating standards and an enforceable regulatory program are necessary to avoid conflicts between personal delivery devices, on the one hand, and pedestrians and other lawful users of the public right-of-way, on the other hand, particularly in commercial districts, transit-adjacent areas, high-pedestrian corridors, narrow sidewalks, construction zones, special event areas, and locations with existing sidewalk congestion; and
WHEREAS, maintaining a clear and accessible pedestrian path of travel is essential to ensuring that sidewalks and crossings remain usable by persons with 34 of 1182
disabilities, including persons using wheelchairs, walkers, canes, service animals, or other mobility aids, and by persons with visual or hearing impairments who may have difficulty detecting, anticipating, or avoiding a motorized device operating on a sidewalk or at a crosswalk; and
WHEREAS, personal delivery devices may stop, dwell, queue, stage, park, or become disabled in locations that obstruct sidewalks, curb ramps, building entrances, transit stops, crosswalks, driveways, fire access areas, loading zones, outdoor dining areas, or other locations where obstruction may create safety, accessibility, or operational impacts; and
WHEREAS, the City requires time to evaluate through a pilot program whether, and under what conditions, personal delivery devices may safely and appropriately operate in Glendale's public right-of-way; and
WHEREAS, entering into short-term operating agreements with a limited number of operators will enable the City to evaluate the efficacy of conditions such as geographic limitations, fleet caps, speed limits, insurance requirements, indemnification requirements, data reporting requirements, device identification requirements, localcontact requirements, enforcement mechanisms, and removal procedures; and WHEREAS, allowing deployment and operation of personal delivery devices outside the framework of a short-term operating agreement with the City could result in operational patterns, business reliance, public expectations, or right-of-way impacts that may make later, permanent regulation more difficult and undermine the City's ability to protect pedestrian safety, accessibility, and the orderly management of the public rightof-way; and WHEREAS, the prohibition imposed by this Ordinance is limited in scope and duration, applies only to the deployment or operation of personal delivery devices in the public right-of-way absent an operating agreement with the City, does not prohibit traditional human delivery services, and does not regulate the content of speech or favor or disfavor any particular business based on viewpoint, message, or commodity delivered; and
WHEREAS, the Council finds this Ordinance is a reasonable and necessary measure to protect the public health, safety, and welfare while the City develops a permanent regulatory approach tailored to Glendale's local conditions; and WHEREAS, the Council finds that this Ordinance is necessary to protect pedestrian safety, accessibility for persons with disabilities, the orderly use and management of the public right-of-way, and the City's ability to adopt and enforce 35 of 1182
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regulations before personal delivery devices become more widely deployed within the City; and
WHEREAS, the Council finds that the adoption of this Ordinance is consistent with the City's police powers and its authority to regulate the use of City streets, sidewalks, and other public places in order to protect public health, safety, welfare, accessibility, and the orderly use of the public right-of-way; and WHEREAS, the Council finds that the absence of this Ordinance creates a present risk that personal delivery devices may operate on sidewalks, curb ramps, crosswalks, parkways, transit stops, and other portions of the public right-of-way in a manner that obstructs pedestrian travel, interferes with disability access, creates conflicts with pedestrians and vehicles, or impairs the orderly and safe use of the public right-of-way.

NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF GLENDALE:

SECTION 1. The above recitals are true and correct.

SECTION 2. As used herein, the following words and phrases shall have the meanings ascribed to them, unless otherwise noted:
“Personal delivery device” (“PDD”) means any motorized device, excluding any conveyance regulated under the California Vehicle Code, that is manufactured for transporting goods, products, or other items on a public right-of-way and equipped with automated and/or manual operation technology, including software and hardware, and which may be a device that operates with the remote support and supervision of a human, or a device that operates without the remote support and supervision of a human.
“Public right-of-way” means any public highway, street, alley, sidewalk, parkway, paseo, and all extensions or additions thereto which is either owned, operated, or controlled by the city, or is subject to an easement or dedication to the city.

SECTION 3. Except pursuant to an operating agreement with the city, no person shall deploy or operate, or cause to be deployed or operated, a personal delivery device on any public right-of-way in the city.

SECTION 4. A violation of this Ordinance is punishable under Chapter 1.20 and/or pursuant to the administrative code enforcement remedies and procedures under Chapter 1.24 of the Glendale Municipal Code, 1995, or any successor legislation.

SECTION 5. Compliance with California Environmental Quality Act. The City Council finds and determines that this Ordinance does not constitute a “project” pursuant to CEQA Guidelines section 15378, subdivision (a). Pursuant to CEQA 37 of 1182
Guidelines section 15378, subdivision (b)(2), a “project” does not include continuing administrative and maintenance activities, including general policy or procedure making, except as applied to specific instances not germane to this Ordinance.

Even if it is a “project,” the City Council finds and determines that this Ordinance is categorically exempt from CEQA pursuant to CEQA Guidelines section 15301, in that it consists of the operation of existing public facilities or topographical features, namely, existing highways and streets, sidewalks, and similar facilities, involving negligible or no expansion of existing or former use. Moreover, the City Council finds and determines with certainty that there is no possibility that the activity in question may have a significant effect on the environment; thus, it is exempt from CEQA pursuant to CEQA Guidelines section 15061, subdivision (b)(3).

SECTION 6. Severability. This Ordinance is adopted under the authority of the Charter of the City of Glendale and state law. If any section, subsection, clause or phrase is declared invalid or otherwise void by a court of competent jurisdiction, it shall not affect any remaining provisions hereof. In this regard, the City Council finds and declares that it would have adopted this measure notwithstanding any partial invalidity hereof.

SECTION 7. Effective Date. This Ordinance shall take effect and be in force thirty (30) days after the date of its passage.

Passed and adopted by the Council of the City of Glendale on the _____ day of _______________, 2026.
____________________________
Mayor
ATTEST:
_________________________
City Clerk
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STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS.

CITY OF GLENDALE )
I, Suzie Abajian Ph.D., City Clerk of the City of Glendale, certify that the foregoing Ordinance No. ___________ was passed by a majority vote of the Council of the City of Glendale, California, at a regular meeting held on the _____ day of _____________, 2026, and that the same was passed by the followed vote.

Ayes:

Noes:

Absent:

Abstain:
______________________________
City Clerk
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CITY OF GLENDALE, CALIFORNIA

REPORT TO THE CITY COUNCIL

AGENDA ITEM
Report: Pilot Program for Deployment and Operation of Personal Delivery Devices (PDDs) on Public Rights-of-Way Pursuant to Operating Agreements

1. Motion to approve the proposed one-year pilot program in the form of operating agreements with two PDD operators, and authorize the City Manager to execute the agreements; and

2. Introduction of Ordinance Prohibiting the Deployment and Operation of Personal Delivery Devices on Public Rights-of-Way Except Pursuant to an Operating Agreement with the City.

COUNCIL ACTION
Item Type: Action Item
Approved for September 22, 2026 calendar

EXECUTIVE SUMMARY
On March 31, 2026, the City Council directed staff to conduct additional research and stakeholder outreach regarding the operation of PDDs within the city. Staff subsequently met with PDD operators, conducted outreach with local businesses, and reviewed regulatory frameworks implemented by neighboring jurisdictions. On July 14, 2026, staff presented its findings to the City Council, and Council directed staff to prepare an ordinance and operating agreement for a pilot program.

This report presents the proposed regulatory framework developed in response to Council's direction. The proposed ordinance prohibits the deployment and operation of PDDs on public rights-of-way except pursuant to an operating agreement with the City.

In turn, the proposed operating agreement establishes operational requirements intended to promote pedestrian safety, maintain accessibility within the public right-of-way, provide operator accountability, and enable the City to monitor program performance. Staff recommends implementing the program as a one-year pilot to evaluate its effectiveness before considering a permanent regulatory framework.

Throughout the pilot, participating operators will be required to provide operational data to assist staff in evaluating program performance. Staff will provide a mid-year update to the City Council during the pilot; and, upon its conclusion, staff will return with a comprehensive evaluation and recommendations regarding the future of the program. 40 of 1182
2 RECOMMENDATION
That the City Council pass a motion to approve the proposed one-year pilot program in the form of operating agreements with two PDD operators, and authorize the City Manager to execute the agreements; and introduce the Ordinance Prohibiting the Deployment and Operation of Personal Delivery Devices on Public Rights-of-Way Except Pursuant to an Operating Agreement with the City.

ANALYSIS
Background
PDDs are electrically powered devices designed to transport goods using sidewalks and pedestrian facilities. These devices are mostly used for food, grocery, and retail deliveries, and have become increasingly common throughout Southern California.

On March 31, 2026, the City Council received a report regarding PDDs, commonly referred to as delivery robots. At that meeting, Council directed staff to continue monitoring regional developments, coordinate with neighboring jurisdictions, conduct additional outreach, and return with updated information to inform a potential regulatory framework.

Staff returned to the City Council on July 14, 2026, and presented the results of its research, including business outreach, operator meetings, regional regulatory practices, and potential policy considerations. After discussion, Council directed staff to work with the City Attorney's Office to prepare a pilot program establishing a one-year regulatory framework for PDD operations through an ordinance and operating agreements, and to return with the final documents for Council consideration.

Pilot Program Overview
The proposed framework incorporates operational best practices identified through staff's review of programs established by neighboring jurisdictions, including the cities of Los Angeles, Santa Monica, and West Hollywood, while reflecting Council's policy direction for Glendale.

The proposed one-year pilot is intended to evaluate PDD operations within the city while promoting pedestrian safety, preserving accessibility within the public right-of-way, establishing operator accountability, and providing the data necessary to assess program performance before considering a permanent regulatory framework.

The pilot consists of two regulatory components:
• An ordinance prohibiting the deployment and operation of PDDs on public rightsof-way except pursuant to an operating agreement with the City; and • Individual operating agreements establishing specific obligations executed by and between the City each PDD operator.

Subject to reevaluation after six months, as many as two PDD operators may each enter into an operating agreement with the City that:
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3 • Allows for the deployment of PDDs with Level 4 or less automation pursuant to the National Highway Traffic Safety Administration’s definition for autonomous vehicles adapted to PDDs (¶ 3.1);
o Level 4 means “High Automation.” When engaged, the system is fully responsible for operation within limited service areas (i.e., specific mapping zones). A human is not needed to operate the device (though remote oversight may monitor fleet progress). Level 4 automation is distinguished from Level 5, “Full Automation,” in which the system is fully responsible for operation under all conditions (without human intervention or remote backup). • Limits the operator’s fleet size to 30 PDDs (¶ 3.1) and disperses PDDs by providing that no more than 4 devices may be deployed or parked on a City block at any time (¶ 5.1(B));
• Does not limit hours of operation (¶ 3.3);
• Prohibits parking or storage on sidewalks, in crosswalks, on curb ramps, at transit stops, on Americans with Disabilities Act (ADA) routes, along red curbs, in driveways, or in other areas that obstruct pedestrian access (¶¶ 3.6, 5.2); • Requires standard insurance, with the City named as an additional insured, in a form approved by Risk Management and the City Attorney (¶ 11.0), and indemnification (¶ 12.0);
• Requires reporting on a monthly basis, or upon request of the City, regarding fleet size, trips, operating areas, complaints, incidents, disabled devices, response times, and participating businesses (¶ 3.10);
• Requires an accessible path of travel at all times, no obstruction of ADA facilities, and priority response for ADA-related complaints (¶¶ 3.6–3.9); • Permits City-approved static advertising at a charge of $4 per device per day (¶¶

6.1, 6.4);
• Requires affixed visible device numeration, operator name, phone number/email, 24-hour contract information, and complaint procedures (¶ 4.1); • Prescribes escalating liquidated damages (i.e., monetary payments) for violation of the service requests, accessibility, idling, and geofencing requirements; suspension or termination for default, and termination for convenience (¶ 13.0); • Requires response to malfunctions within 1 hour, or 25 minutes if a malfunction occurs in a crosswalk or vehicular traffic right-of-way (¶ 3.9(A)); • Requires response to service requests within 30 minutes during the operator’s normal business hours or if service is requested due to an ADA obstruction; otherwise, requires response to service requests when the operator reopens for business (¶ 3.9(B));
• Prohibits the conveyance of contraband, cannabis, dry ice, hazardous materials, animals, and any other items prohibited by law (¶ 3.2); • Prescribes a maximum speed limit of 5 MPH (¶ 4.6) and prohibits idling (i.e., parking for more than 2 hours) (¶ 3.6); and
• Prescribes payment for operation of PDDs on public rights-of-way in the amount of $2,500 annually for 1-10 PPDs, $5,000 for 11-20 PDDs, and $7,500 for 21-30 PDDs (¶ 7.1).
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4 Staff recommends implementing the proposed framework as a one-year pilot to evaluate program performance, monitor compliance with the operational requirements, assess impacts to the public right-of-way, and identify any necessary modifications before considering a permanent regulatory program.

Participating operators will be required to provide operational data throughout the pilot.

Staff will provide a mid-year update to the City Council and, upon completion of the pilot, return with a comprehensive evaluation and recommendations regarding the future of the program.

STAKEHOLDERS/OUTREACH
Staff coordinated with the City Attorney's Office, Community Development Department, Economic Development Division, Public Works Department, Police Department, and other City departments regarding PDD operations and regulatory considerations.

In addition, staff met with PDD operators and conducted outreach to the business community regarding potential deployment within Glendale.

FISCAL IMPACT
Pursuant to the draft Operating Agreement, each operator will pay an annual operating charge of $2,500 for every 10 PDDs deployed. During the one-year pilot, staff will evaluate the resources and staffing necessary to administer and enforce the operating agreements. If additional resources are identified, staff will return to the City Council for consideration as part of the mid-year evaluation or upon completion of the pilot program.

ENVIRONMENTAL REVIEW (CEQA/NEPA)
The action being considered does not constitute a “project” within the meaning of CEQA pursuant to CEQA Guidelines section 15378(b)(2) as it constitutes continuing administrative and maintenance activities, including general policy or procedure making; thus, it is not subject to CEQA pursuant to CEQA Guidelines section 15060(c)(3). Even if it is a “project,” the action is categorically exempt from CEQA pursuant to CEQA Guidelines Section 15301 in that it consists of the operation of existing public facilities or topographical features, namely, existing highways and streets, sidewalks and similar facilities, involving negligible or no expansion of existing or former use. Moreover, it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment; thus, it is exempt from CEQA pursuant to CEQA Guidelines section 15061(b)(3).

CAMPAIGN DISCLOSURE
This item is exempt from campaign disclosure requirements.

ALTERNATIVES TO STAFF RECOMMENDATION
Do not approve the one-year pilot program for deployment and operation of PDDs on public rights-of-way in the city. In that event, unregulated deployment and operation of PDDs would be allowed to continue, except in specific circumstances that violate existing law.
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5 ADMINISTRATIVE ACTION
Submitted by:

Daniel Hernandez, Director of Public Works
Prepared by:

Petra Beglarian, Public Works Manager
Approved by:

Roubik R. Golanian, P.E., City Manager

EXHIBITS/ATTACHMENTS
Exhibit 1: Draft Operating Agreement
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MOTION
Moved by Council Member _____________________________________, seconded by Council Member ______________________________________, that, with respect to the report of the director of Public Works dated September 22, 2026, the Council of the City of Glendale hereby:
(1) Approves a one-year Pilot Program for Deployment and Operation of Personal Delivery Devices on Public Rights-of-Way with as many as two PDD operators pursuant to a Personal Delivery Device (PDD) Operating Agreement; (2) Authorizes staff to revise the approved Personal Delivery Device (PDD) Operating Agreement as necessary or appropriate in a manner consistent with the Council’s direction for the Pilot Program; and
(3) Authorizes the City Manager or a designee to execute each Personal Delivery Device (PDD) Operating Agreement.

Votes as follows:

Ayes:

Noes:

Absent:

Abstain:
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1 CONTRACT No. _________

PERSONAL DELIVERY DEVICE (PDD) OPERATING AGREEMENT

BETWEEN THE CITY OF GLENDALE
AND
____________________
THIS AGREEMENT (“Agreement”), effective ________________, 20___ (“Effective Date”), is between the City of Glendale (“CITY”), a municipal corporation, and ____________________ (“OPERATOR”), a [(Name of State) corporation/ partnership/ limited partnership/ limited liability company/ a sole proprietor/ an individual] (collectively, “PARTIES” or individually, “PARTY”).

RECITALS
A. CITY is a public entity organized and existing under its Charter and the State of California’s Constitution.

B. OPERATOR represents that OPERATOR is, and will continue to be for this Agreement’s duration, a [(Name of State) corporation in good standing/ partnership/ limited partnership/limited liability company/a sole proprietorship/an individual.] [NOTE:
staff must verify corporate status/partnership/LLC and obtain proof.] C. CITY is authorizing Autonomous and Semi-Autonomous Personal Delivery Devices (PDDs, each a “Device”) that transport goods, products, or other personal items to operate in the CITY. CITY’s authorization is intended to enhance delivery options for residents and businesses, reduce short-distance vehicle trips, and advance CITY’s sustainability, accessibility, and economic vitality goals.

D. PDD technology may increase efficiencies with deliveries and reduce the number of vehicle trips and emissions associated with the delivery of goods from local establishments. It also supports small and local businesses by lowering delivery costs, improving service reliability, and expanding customer reach, particularly for residents with mobility limitations or without access to private vehicles.

E. OPERATOR acknowledges that its deployment and operation of PDDs in the CITY is contingent upon its compliance with this Agreement pursuant to Section 3 of Ordinance No. _____.

AGREEMENT
THEREFORE, in consideration of the PARTIES’ mutual promises, the PARTIES agree as follows:

1.0 INCORPORATION OF RECITALS
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2 1.1. The Recitals constitute the factual basis upon which CITY and OPERATOR have entered into this Agreement. CITY and OPERATOR acknowledge the Recitals’ accuracy and, therefore, incorporate them into this Agreement.

2.0 TERM

2.1. This Agreement’s Term is one year, beginning on [DATE] and ending on [DATE] , unless this Agreement ends sooner according to the terms elsewhere in this document.

2.2 At the end of the Term, or upon earlier termination of this Agreement pursuant to terms elsewhere in this document, OPERATOR shall immediately remove all Devices from the CITY’s public rights-of-way, but in no event later than forty-eight (48) hours thereafter. Upon expiration or termination of this Agreement, OPERATOR shall immediately implement a “No Operating Zone,” discussed in Paragraph 3.4, in its system for the entire CITY.

3.0 OPERATIONAL REQUIREMENTS

3.1. Devices. OPERATOR may deploy and operate no more than 30 Devices, each equipped with Level 4 or a lower level of automation pursuant to the National Highway Traffic Safety Administration’s definitions for autonomous vehicles adapted to PDDs, within the CITY at any given time. An increase OPERATOR’s Fleet will not be considered during the first six months of this Agreement. CITY reserves the right to reduce OPERATOR’s Fleet at any time.
(A) After the first six months of this Agreement, OPERATOR may request CITY’s authorization to increase its Fleet based upon Device and utilization data supporting the increase. CITY may independently authorize OPERATOR to increase its Fleet absent such a request.
(B) OPERATOR shall inspect each Device in its Fleet at least monthly to each its proper working order.

3.2. Delivered Items. Devices shall only deliver food, groceries and other retail items from a local restaurant or store. Devices are prohibited from delivering contraband, cannabis, dry ice, hazardous materials, animals, and any other items prohibited by law.

3.3. Hours of Operation. Devices may operate 24 hours per day. CITY reserves the right to amend these Hours of Operation.

3.4. Geofencing. CITY reserves the right to designate No Operating Zones to prohibit Devices from parking or operating in the designated area. Once a No Operating Zone is designated, OPERATOR must demonstrate that Devices will adhere to geofenced No Operating Zones. CITY reserves the right to designate additional short47 of 1182 3 term or ongoing No Operating Zones throughout the Term of this Agreement. (A) CITY will provide OPERATOR twenty-four (24) hours’ written notice of any No Operating Zone designated by CITY pursuant to Paragraph 14.12.

3.5. Location Detection. Prior to commencing operations in the CITY and at any time during the Term of this Agreement upon CITY’s request, OPERATOR must demonstrate that all Devices in its Fleet are equipped with location-detection technology that alerts OPERATOR to the location of each Device in real-time.

3.6. Idling. A Device shall be considered idle if it has been parked in the same location for more than two (2) consecutive hours without being utilized. Idle Devices shall be relocated or removed from the location immediately. If any Device is improperly parked in a manner than obstructs any accessibility device or facility, or renders any portion of the right-of-way inaccessible to persons with disabilities, then it shall be deemed idle and immediately relocated or removed from the location.

3.7 Accessibility. OPERATOR acknowledges and agrees that CITY’s public rights-of-way constitute a program or service under the Americans with Disabilities Act (“ADA”). OPERATOR shall perform any under this Agreement in a manner consistent with accessibility requirements of the ADA and all applicable California accessibility laws, and shall, at all times, ensure that OPERATOR’s Fleet and/or Devices are operated, parked, and serviced in a manner consistent with the ADA and state law accessibility requirements.
(A) OPERATOR shall implement and maintain a staff training program focused on ADA compliance and pedestrian interaction.
(B) OPERATOR shall participate with CITY in accessibility audits and promptly implement any corrective actions identified.

3.8. Obstructions Prohibited.
(A) No Device(s) shall create an obstruction hazard or obstruction in violation of the ADA.
(1) An “obstruction hazard” exists if (a) Device(s) reduces the width of the pedestrian clear zone to less than four (4) feet; obstructs pedestrian circulation to cause unsafe, overcrowed spaces or requires pedestrians to use an alternative, unsafe path of travel; or otherwise impedes or obstructs persons with disabilities from accessing or utilizing CITY rights-of-way or creates a safety hazard.
(2) An “obstruction” exists if (a) Devices(s) obstructs an accessible route or minimum clearance that the CITY or
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4 another entity is required to provide under Section 504 of the ADA or Title 36, Part 1191, of the Code of Federal Regulations
(B) CITY or its designee may remove to any location within the City Limits at OPERATOR’s expense any Device causing an obstruction hazard or obstruction.

3.9. Response Times.
(A) Right of Way Malfunctions. In the case of a technological failure or other circumstance that causes a Device to come to a stop in a location other than property owned or lease by OPERATOR, the OPERATOR shall remove the Device no later than one (1) hour after the failure occurs. If the Device comes to a stop within a crosswalk or vehicular traffic right-of-way, OPERATOR shall remove the Device within twenty-five (25) minutes.
(B) Service Requests. If a service request is reported during OPERATOR’s normal business hours, OPERATOR shall respond to the service request within 30 minutes. If a service request is received outside of OPERATOR’s normal business hours, OPERATOR shall respond to the service request and take corrective action upon reopening for business; provided that, if service is requested due to a Device parked in a manner that obstructs any ADA accessibility device or facility, or renders any portion of the right-of-way inaccessible to persons with disabilities, OPERATOR shall ensure that the Device is moved as soon as possible, but not later than 30 minutes after the request is submitted.

3.10. Data Sharing. On a monthly basis and at any other time upon CITY’s request, OPERATOR shall provide CITY with data including, but not limited to, the following. CITY reserves the right to modify these data reporting requirements upon seven (7) days’ written notice.
(A) Number of Devices operating in the CITY at any one time; (B) Location of Devices and all available travel characteristics; (C) Trip origins, destinations, and duration;
(D) Purpose of each trip (e.g., delivery, roaming, returning to merchant); (E) Businesses utilizing Devices to complete deliveries; and (F) All complaints and services requests submitted by members of the public, the time in which OPERATOR responded to each complaint or service request, and the nature of corrective action taken.

3.11. Public Reporting. In addition to its data-sharing obligations 49 of 1182
5 prescribed in Paragraph 3.9, OPERATOR shall provide public-facing transparency reports summarizing:
(A) Estimated reduction in vehicle delivery trips and associated emissions;
(B) Percentage of deliveries made for local businesses; (C) Results of any customer and merchant satisfaction surveys; and (D) Number and resolution status of accessibility-related incidents.

3.12. Data Privacy and Security. OPERATOR shall implement administrative, technical, and physical safeguards to ensure the confidentiality, integrity, and availability of data collected. Personally Identifiable Information (PII) shall not be stored or transmitted outside the United States. OPERATOR shall notify CITY within twenty-four (24) hours of any known data breach and cooperate fully with any investigation and all applicable privacy laws, including, but not limited to, the California Consumer Privacy Act (CCPA).

3.13 Public Safety. OPERATOR shall not deploy or operate any Device in a manner that creates a public nuisance under the Glendale Municipal Code or compromises public health, safety, or welfare, including the public use of, or access to, public rights-of-way. OPERATOR shall ensure that all Devices travel on sidewalks, in crosswalks and other appropriate pedestrian rights-of-way. OPERATOR acknowledges and agrees that pedestrians shall have priority over Devices on public rights-of-way.

3.14. Opt-Out Option. OPERATOR shall allow both merchants and customers to opt out of the use of PDD service.

4.0 DEVICE SPECIFICATIONS

4.1. Identification. OPERATOR shall affix to each Device it deploys and operates in the CITY:
(A) A unique identification number;
(1) OPERATOR shall not deploy a Device in the CITY with the same identification number as another Device contemporaneously deployed in the County of Los Angeles or another jurisdiction therein;
(B) OPERATOR’s name;
(C) A phone number and/or email address for OPERATOR that is monitored 24 hours per day; and
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6 (D) Procedures by which members of the public may register complaints or make services requests to OPERATOR.

4.2. Location Tracking. All Devices deployed and operated in the CITY shall be equipped with a Global Positioning Satellite (GPS) tracker or other tracking technology capable of recording and transmitting the Device’s location on demand in decimal degrees up to at least four decimal places.

4.3. Lamps and Reflectors. All Devices deployed and operated in the CITY shall be equipped with always-on front and rear lights visible from a distance of at least 300 feet under normal atmospheric conditions at night. For the purpose of this paragraph, the term “at night” means from dusk until sunrise.

4.4. Brakes and Safety Features. All Devices deployed and operated in the CITY must have brakes and other-tamper resistant safety features.

4.5. Weight Limit. Any Device deployed and operated in the CITY shall weigh 287 pounds or less.

4.6. Speed Limit. OPERATOR shall ensure that none of its Devices, while deployed and operating in the CITY, exceed the maximum speed of five (5) miles per hour.

4.7 Accessibility Features. All Devices deployed and operated in the CITY shall be equipped with proactive accessibility features including, but not limited to, continuous visual alerts when in motion, high-contrast visual markings visible from all sides, including a high-visibility flag elevated 46” or higher, and predictable operating speeds and pathways.

5.0 DEPLOYMENT AND PARKING REQUIREMENTS

5.1. Deployment and Parking Plan. Prior to its deployment and operation of Devices in the CITY, OPERATOR shall submit for CITY’s approval a Deployment and Parking Management Plan identifying how Devices will be distributed and parked when not in use. At a minimum, OPERATOR’s plan shall:
(A) Require that employees or contractors responsible for moving Devices be familiar with the terms and conditions of this Agreement; (B) Provide that no more than four (4) Devices be deployed or parked on one CITY block at any time;
(C) Provide that OPERATOR regularly inspect Devices to ensure they are in good working order and remove Devices that are not in good working order prior to deployment in the CITY;
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7 (D) Provide multiple independent mechanisms for members of the public to report safety, parking, or maintenance concerns and publicly promote the availability of such mechanisms;
(E) Describe how Devices will be distributed to maximum coverage and minimum empty return trips in alignment with CITY’s sustainability and economic vitality goals; and
(F) Enable OPERATOR to request modifications to its approved Plan upon written approval by the CITY, which shall not be unreasonably withheld.

5.2. Parking Prohibited. Devices shall not be parked as follows:
(A) On private residential property;
(B) In any vehicle parking space or tow-away zone that has not otherwise been leased or provided to OPERATOR for Device parking; (C) Within ten (10) feet of any transit stop, station, platform, or vehicle entryway;
(D) Within ten (10) feet of any accessible (ADA) parking space or zone (e.g., blue curb markings or striping)
(E) Within five (5) feet of, or in a manner that blocks access on foot or by wheelchair to, buildings, benches, parklets, transit information signs, crosswalk buttons, carb ramps, wheelchair ramps, handrails, and detectable warning surfaces; (F) In or blocking access to sidewalks, crosswalks, curb ramps, travelways, driveways, alleys, bicycle lane or paths; (G) Upon landscaping or vegetation; or
(H) Within five (5) feet of fire hydrants or emergency access points, including red curb markings.

6.0 ADVERTISING

6.1 Applicability. Advertisements may be affixed, wrapped, or otherwise displayed upon OPERATOR’s Devices deployed in the CITY in a manner consistent with this Paragraph 6.0. Digital advertising— an LED or screen-based display— upon Devices is not permitted under this Agreement.

6.2 Compliance with Law. Advertisements shall comply with Glendale Municipal Code Chapter 10.26 relating to Mobile Billboard Advertising Displays and all 52 of 1182
8 other applicable law.

6.3 Reporting. OPERATOR shall report upcoming advertising campaigns to CITY not less than two (2) weeks before the campaign’s launch.

OPERATOR’s report shall include, but not be limited to, the total number of contemporaneous advertising campaigns and each campaign’s duration.

6.4 Payment. In addition to the payment prescribed in Paragraph 7.0, OPERATOR shall pay CITY four dollars ($4.00) per day per Device that displays advertising. OPERATOR shall remit payment related to each campaign not later than sixty (60) days after its conclusion.

6.5 Right of Refusal. CITY reserves the right to refuse allowing OPERATOR to display advertising on Devices that is obscene, false, misleading, or violates any provision of Glendale Municipal Code 10.26 relating to Mobile Billboard Advertising Displays or other applicable law. Any refusal shall have a content-neutral basis, which CITY shall provide OPERATOR in writing. OPERATOR may administratively appeal CITY’s refusal to the City Manager within forty-eight (48) hours, after which the City Manager shall provide CITY’s final determination within seventy-two (72) hours.

Upon a final refusal, OPERATOR shall have one (1) day to remove refused advertising or the Device(s) upon which it is affixed from the City Limits.

7.0 PAYMENT

7.1. Payment for Operation. OPERATOR shall make a nonrefundable annual payment to CITY of two thousand five hundred dollars ($2,500) for each ten (10) Devices that OPERATOR may deploy and operate in the CITY at any given time. For avoidance of doubt, OPERATOR may deploy and operate between one (1) and (10) Devices in the CITY for one annual payment of two thousand five hundred dollars ($2,500); OPERATOR may deploy and operate between eleven (11) and twenty (20) Devices in the CITY for one annual payment of five thousand dollars ($5,000); or OPERATOR may deploy and operate between twenty-one (21) and thirty (30) Devices in the CITY for one annual payment of seven thousand five hundred dollars ($7,500). (A) OPERATOR shall remit its non-refundable annual payment prior to deploying any Devices in the CITY pursuant to this Agreement.

7.2. Taxes. OPERATOR shall pay all applicable (federal, state, county, local, CITY) excise, sales, consumer use, possessory interest, or other similar taxes required by law that arising from OPERATOR’s deployment and operation of Devices in the CITY.

8.0 AUDIT BY CITY

8.1. During this Agreement’s Term and for a period of four (4) years after the expiration, cancellation, or termination of this Agreement, or any extension of it, 53 of 1182
9 OPERATOR shall:
(A) Keep and maintain, in their original form, all records, books, papers, or documents related to OPERATOR’s performance under this Agreement; and (B) Permit CITY or its authorized representatives, at all reasonable times, to have access to, examine, audit, excerpt, copy, photocopy, photograph, or transcribe all records, books, papers, or documents related to OPERATOR’s performance under this Agreement.

9.0 PROPRIETARY RIGHTS AND PUBLIC RECORDS

9.1. Intellectual Property.
(A) If OPERATOR uses or incorporates patented, trademarked, or copyrighted work, ideas, or products— in whole or in part— into its operation, OPERATOR represents that:
(1) OPERATOR holds the patent, trademark, or copyright to the work, idea, or product; or
(2) OPERATOR is licensed to use the patented, trademarked, or copyrighted work, idea, or product.
(B) OPERATOR shall indemnify, defend (including OPERATOR’s providing and paying for legal counsel for CITY), and hold harmless CITY, its officers, agents, employees, and representatives from and against all liability, claims, suits, demands, damages, royalties, fines, penalties, costs, or expenses arising out of or alleging any infringement or misappropriation of a patent, copyright, trade secret, trade name, trademark, or other intellectual property right or proprietary right.

9.2. Public Records Act.
(A) OPERATOR acknowledges that this Agreement is a public record.

This Agreement, its Exhibits, and all documents produced under this Agreement are subject to the California Public Records Act (Government Code section 7920.000 et seq.), including its exemptions. OPERATOR acknowledges that CITY has no obligation to notify OPERATOR when a request for records is received.
(B) OPERATOR shall identify in advance all records, or portions of them, that OPERATOR believes are exempt from production under the Public Records Act. (C) If OPERATOR claims a privilege against public disclosure or otherwise objects to the records’ disclosure, then:
(1) OPERATOR may, when notified by CITY of the request, seek 54 of 1182
10 protection from disclosure by timely applying for relief in a court of competent jurisdiction; or
(2) CITY may either decline to produce the requested
information, or redact portions of the documents and produce the redacted records.
(D) If OPERATOR fails to identify one or more protectable documents, in CITY’s sole discretion, and without its being in breach of this Agreement or its incurring liability to OPERATOR, CITY may produce the records— in whole, in part, or redacted— or may decline to produce them.
(E) OPERATOR shall indemnify, defend (including OPERATOR’s providing and paying for legal counsel for CITY), and hold harmless CITY, its officers, agents, employees, and representatives from and against all liability, claims, suits, demands, damages, fines, penalties, costs, or expenses arising out of or alleging CITY’s refusal to publicly disclose one or more records that OPERATOR identifies as protectable, or asserts is protectable.

10.0 CONFLICT OF INTEREST; CAMPAIGN CONTRIBUTIONS

10.1. Conflict of Interest. OPERATOR represents and certifies that:
(A) OPERATOR’s personnel are not currently officers, agents, employees, representatives, or elected officials of CITY; (B) OPERATOR will not employ or hire a CITY officer, agent, employee, representative, or elected official during this Agreement’s Term; (C) CITY’s officers, agents, employees, representatives, and elected officials do not, and will not, have any direct or indirect financial interest in this Agreement; and
(D) During this Agreement’s Term, OPERATOR will inform CITY about any possible conflict of interest that may arise as a result of any change in circumstances.

10.2. Campaign Contributions.
(A) OPERATOR shall fully comply with Glendale Municipal Code Section 1.10.060, which places limitations on OPERATOR’s ability to make campaign contributions to certain elected CITY officials or candidates for elected CITY office.

Specifically, Section 1.10.060 prohibits:
(1) A person— who has a contract with the City of Glendale, Glendale Successor Agency, or the Housing Authority of the City of Glendale and that contract is subject to approval by the City Council, Successor Agency, or Housing Authority― from 55 of 1182
11 making a contribution to a City Council member, City Clerk, or City Treasurer, when the contract has a total anticipated or actual value of $50,000 or more, or a combination or series of contracts having a value of $50,000 or more; and
(2) A City Council member, Successor Agency member, or Housing Authority member from voting on a contract in which a person has provided a campaign contribution.
(B) OPERATOR acknowledges that even if the total payment due CITY pursuant to Paragraph 6.7 and 7.1 are less than $50,000, OPERATOR still may be subject to the campaign contribution limitations in Municipal Code Section 1.10.060, when:
(1) OPERATOR and CITY amend this Agreement in a manner
that increases the total payment due CITY to equal or
exceed $50,000; or
(2) CITY, Glendale Successor Agency, or the Housing Authority awards OPERATOR another contract which has a total
anticipated or actual value of $50,000 or more, or awards OPERATOR a combination or series of contracts which have a value of $50,000 or more.
(C) OPERATOR represents and certifies that:
(1) OPERATOR has read and fully understands the provisions of Municipal Code Section 1.10.060;
(2) OPERATOR will not: (a) make a prohibited campaign
contribution to an individual holding CITY elective office; or (b) otherwise violate Municipal Code Section 1.10.060; and
(3) OPERATOR shall timely complete, return, and update one or more disclosure or reporting forms that CITY provides.

11.0 INSURANCE

11.1. When OPERATOR signs and delivers this Agreement to CITY, and during this Agreement’s Term, OPERATOR shall furnish CITY with insurance forms that fully meet the requirements of— and contain provisions entirely consistent with— all of the “Insurance Requirements,” which are attached as “Exhibit A” (A-1 to A-___) to this Agreement and are incorporated into it by this reference.

11.2. This Agreement’s insurance provisions:
(A) Are separate and independent from the indemnification and defense 56 of 1182
12 provisions in Article 12 of the Agreement; and
(B) Do not limit, in any way, the applicability, scope, or obligations of the indemnification and defense provisions in Article 12 of the Agreement.

12.0 INDEMNITY

12.1. To the maximum extent permitted by law— including, but not limited to, California Civil Code Section 2778— OPERATOR, its employees, agents, and persons whom OPERATOR employs or hires (individually and collectively, “OPERATOR INDEMNITOR”) shall indemnify, defend, and hold harmless CITY, its officers, agents, employees, and representatives (individually and collectively, “CITY INDEMNITEE”) from and against a “liability” [as defined in Subparagraph (A) below], or an “expense” [as defined in Subparagraph (B) below], or both, that arise out of, pertain to, or relate to an act, error, or omission of a OPERATOR INDEMNITOR:
(A) “Liability” means claims, suits, actions, causes of action, proceedings, judgments, decrees, awards, settlements, liens, losses, damages, injuries, or liability of any kind, whether the liability is:
(1) Actual or alleged;
(2) In contract or in tort; or
(3) For bodily injury (including accidental death), personal injury, advertising injury, or property damage.
(B) “Expense” means fees, costs, sums, penalties, fines, charges, or expenses of any kind, including, but not limited to:
(1) Attorney’s fees;
(2) Costs of an investigation, litigation, arbitration, mediation, administrative or regulatory proceeding, or appeal;
(3) Fees of an accountant, expert witness, consultant, or other professional; or
(4) Pre or post: judgment interest or settlement interest.

12.2. Under this Article, OPERATOR INDEMNITOR’s defense and indemnification obligations:
(A) Apply to a liability, or an expense, or both, that arise out of, pertain to, or relate to the actual or alleged passive negligence of a CITY INDEMNITEE; but 57 of 1182
13 (B) Do not apply to a liability, or an expense, or both, that arise out of, pertain to, or relate to the sole active negligence or willful misconduct of a CITY INDEMNITEE.

12.3. To the extent that OPERATOR INDEMNITOR’s insurance policy provides an upfront defense to CITY, OPERATOR INDEMNITOR’s obligation to defend a CITY INDEMNITEE under this Article:
(A) Means that OPERATOR INDEMNITOR shall provide and pay for legal counsel, acceptable to CITY, for the CITY INDEMNITEE; (B) Occurs when a claim, suit, complaint, pleading, or action against a CITY INDEMNITEE arises out of, pertains to, relates to, or asserts an act, error, or omission of OPERATOR INDEMNITOR; and
(C) Arises regardless of whether a claim, suit, complaint, pleading, or action specifically names or identifies OPERATOR INDEMNITOR.

12.4. Paragraph 12.3 does not limit or extinguish OPERATOR INDEMNITOR’s obligation to reimburse a CITY INDEMNITEE for the costs of defending the CITY INDEMNITEE against a liability, or an expense, or both. A CITY INDEMNITEE’s right to recover defense costs and attorney’s fees under this Article does not require, and is not contingent upon, the CITY INDEMNITEE’s first:
(A) Requesting that OPERATOR INDEMNITOR provide a defense to the CITY INDEMNITEE; or
(B) Obtaining OPERATOR INDEMNITOR’s consent to the CITY INDEMNITEE’s tender of defense.

12.5. OPERATOR INDEMNITOR’s obligation to indemnify, defend, and hold harmless CITY will remain in effect and will be binding upon OPERATOR INDEMNITOR whether the liability, or the expense, or both, accrues— or is discovered— before or after this Agreement’s expiration, cancellation, or termination.

12.6. Except for Paragraph 12.3, this Article’s indemnification and defense provisions are separate and independent from the insurance provisions in Article 11. In addition, the indemnification and defense provisions in this Article:
(A) Are neither limited to nor capped at the coverage amounts specified under the insurance provisions in Article 11; and
(B) Do not limit, in any way, the applicability, scope, or obligations of the insurance provisions in Article 11.

13.0 DEFAULT, REMEDIES, AND TERMINATION
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14 13.1. Default. Default under this Agreement occurs upon any one or more of the following events:
(A) OPERATOR refuses or fails— whether partially, fully, temporarily, or otherwise— to:
(1) Pay for, obtain, maintain, or renew the insurance policies or coverages that this Agreement requires;
(2) Comply with indemnification, defense, or hold harmless provisions that this Agreement requires; or
(B) OPERATOR, or its personnel, or both— whether partially, fully, temporarily, or otherwise:
(1) Disregards or violates a law, ordinance, rule, procedure, regulation, directive, or order;
(2) Refuses or fails to pay for, obtain, maintain, or renew requisite licenses;
(3) Refuses or fails to observe, perform, or fulfill a covenant, condition, obligation, term, or provision of this Agreement; (4) Commits an unlawful, false, fraudulent, dishonest, deceptive, or dangerous act while performing the Services under this Agreement; or
(C) OPERATOR:
(1) Delegates— whether in whole, in part, temporarily, or otherwise— its duties or obligations under this Agreement, without notifying CITY, or without CITY’s written authorization; (2) Assigns, transfers, pledges, hypothecates, grants, or encumbers— whether in whole, in part, temporarily, or
otherwise— this Agreement or any interest in it, without notifying CITY, or without CITY’s written authorization; (3) Or one of its partners, directors, officers, or general managers, or a person who exercises managerial authority on
OPERATOR’s behalf, is convicted under state or federal law, during this Agreement’s Term, of embezzlement, theft, fraud, forgery, bribery, deceptive or unlawful business practices, perjury, falsifying or destroying records or evidence, receiving 59 of 1182
15 stolen property, or other offense indicating a lack of business integrity or business honesty; or
(D) Any other justifiable cause or reason, as reasonably determined by the City Manager, or a designee.

13.2. Notice of Default. If CITY deems that OPERATOR is in Default, CITY may give written notice to OPERATOR specifying the Default(s) that OPERATOR shall remedy within five (5) days after receiving the notice. The Notice of Default will set forth one or more bases for any dissatisfaction and may suggest corrective measures.

13.3. Remedies upon Default. Within five (5) days after receiving CITY’s Notice of Default, if OPERATOR refuses or fails to remedy the Default(s), or if OPERATOR does not commence steps to remedy the Default(s) to CITY’s reasonable satisfaction, CITY may exercise any one or more of the following remedies:
(A) CITY may, in whole or in part and for any length of time, immediately suspend this Agreement until such time as OPERATOR has corrected the Default; (B) CITY may immediately terminate the Agreement;
(C) CITY may exercise any legal remedy, or equitable remedy, or both, including, but not limited to, filing and action in court:
(1) Seeking OPERATOR’s specific performance of all or any part of this Agreement; or
(2) Recovering damages for OPERATOR’s Default, breach, or violation of this Agreement; or
(D) CITY may pursue any other available, lawful right, remedy, or action.

13.4 Liquidated Damages. CITY has authority pursuant to its police powers to adopt and enforce charges and fines. To the extent such charges and fines are construed as a penalty, however, OPERATOR and CITY agree that it is, and will be, difficult or impossible to ascertain the actual damage that CITY will sustain from OPERATOR’s failure to comply with the provisions of this Agreement relating to service requests, accessibility, idling, and geofencing, and that these charges and fines reasonably approximate such costs as liquidated damages. (A) Service Requests. OPERATOR shall pay CITY seventy-five dollars ($75) per service request to which OPERATOR does not respond within one (1) hour of submission. OPERATOR shall pay CITY an additional one hundred fifty dollars ($150) per service request to which OPERATOR does not respond within two (2) hours of submission. OPERATOR shall pay CITY an additional three hundred dollars ($300) and be suspending from operating Devices in the CITY for one day per service request to 60 of 1182
16 which OPERATOR does not respond within three (3) hours of submission. Except for an accessibility-related service request, OPERATOR’s time to respond to service requests submitted outside of its normal business hours begins when OPERATOR reopens for business.
(1) OPERATOR shall not mark a service request complete unless and until OPERATOR has taken corrective action. OPERATOR shall be suspended from operating Devices in the CITY for one day per service request that OPERATOR closes without taking corrective action.
(B) Accessibility. OPERATOR shall pay CITY four hundred fifty dollars ($450) for a first violation, one thousand dollars ($1,000) for a second violation, and one thousand five hundred dollars ($1,500) for each successive violation of any accessibility-related provision of this Agreement, including Paragraphs 3.6, 3.7, 3.8,

5.2(D), and 5.2(E).
(1) Notwithstanding Paragraph 13.4(A), OPERATOR shall be suspended from operating Devices in the CITY for one day per accessibility-related service request to which it does not timely respond as prescribed in Paragraph 3.9(B).
(C) Idling. OPERATOR shall pay CITY five dollars ($5) per Device that CITY identifies as idle in the public right-of-way between two (2) and four (4) hours. OPERATOR shall pay CITY ten ($10) per idle Device every hour thereafter until the Device has been removed or reparked.
(D) Geofencing.
(1) OPERATOR shall pay CITY five dollars ($5) for each occurrence in which more than (4) Devices are deployed or parked on one CITY block at a time in violation of Paragraph 5.1(B); and (2) OPERATOR shall pay CITY ten dollars ($10) per Device for each instance of operating in a No Operating Zone.
(E) OPERATOR shall remit any payments due CITY under this Paragraph 13.4 within 30 days of receiving a written invoice from CITY, and CITY may terminate this Agreement if OPERATOR does not timely remit such payments.

13.5 Damage to Public Property. Independent of the other remedies provided in this Paragraph 13.0, OPERATOR shall pay for any damage to CITY property, facilities, structures, or streets arising out of CONSULTANT’s use, occupation, operation, or activities in, upon, under, or over any portion of them.

13.6. Termination for Convenience. Either Party may elect to terminate 61 of 1182
17 this Agreement at any time absent the other Party’s Default upon thirty (30) days’ prior written notice. CITY shall not pay OPERATOR for de-mobilization, takedown, disengagement, wind-down, or other costs incurred arising out of this Agreement’s termination.

14.0 GENERAL PROVISIONS

14.1. Entire Agreement. This Agreement represents the entire and integrated agreement between the PARTIES. This Agreement supersedes all prior and contemporaneous communications, negotiations, understandings, promises and agreements, either oral or written. Neither OPERATOR nor CITY has made any promises or representations, other than those contained in this Agreement or those implied by law.

The PARTIES may modify this Agreement, or any part of it, by a written amendment with CITY’s and OPERATOR’s signature.

14.2. Interpretation. This Agreement is the product of negotiation and compromise by both PARTIES. Every provision in this Agreement must be interpreted as though the PARTIES equally participated in its drafting. Therefore, despite the provisions in California Civil Code Section 1654, if this Agreement’s language is uncertain, the Agreement must not be construed against the PARTY causing the uncertainty to exist. In interpreting this Agreement and resolving any ambiguities, this Agreement will take precedence over any cover page or attachments. If a conflict occurs between a provision in this Agreement and a provision in an attachment, the following order of precedence applies, with the terms and conditions in the document higher on the list governing over those lower on the list:
(1) The Agreement.
(2) Exhibit A (Insurance Requirements).

14.3. Headings. All headings or captions in this Agreement are for convenience and reference only. They are not intended to define or limit the scope of any term, condition, or provision.

14.4. Governing Law; Jurisdiction.
(A) California’s laws govern this Agreement’s construction and interpretation regardless of the laws that might otherwise apply under applicable principles of conflicts of law or choice of law.
(B) If OPERATOR or CITY brings a lawsuit to enforce or interpret one or more provisions of this Agreement, jurisdiction is in the Superior Court of the County of Los Angeles, California, or where otherwise appropriate, in the United States District Court, Central District of California. OPERATOR and CITY acknowledge that the Agreement was negotiated, entered into, and executed— and the Services are performed— in the City of Glendale, California.
(C) Unless this Agreement provides otherwise, any reference to laws, 62 of 1182
18 ordinances, rules, or regulations include their later amendments, modifications, and successor legislation.

14.5. Waiver of Breach. If either PARTY fails to require the other to perform any term in this Agreement, that failure does not prevent the PARTY from later enforcing that term, or any other term. If either PARTY waives the other’s breach of a term, that waiver is not treated as waiving a later breach of the term. A waiver of a term is valid only if it is in writing and signed by the PARTY waiving it. This Agreement’s duties and obligations:
(A) Are cumulative (rather than alternative) and are in addition to (rather than a limitation on) any option, right, power, remedy, or privilege; and (B) Are not exhausted by a PARTY’s exercise of any one of them.

14.6. Attorney’s Fees. If CITY or OPERATOR brings an action at law or in equity to enforce or interpret one or more provisions of this Agreement, the “prevailing party” is entitled to “reasonable attorney’s fees” in addition to any other relief to which the prevailing party may be entitled. A “prevailing party” has the same meaning as that term is defined in California Code of Civil Procedure Section 1032(a)(4). “Reasonable attorney’s fees” of the City Attorney’s office means the fees regularly charged by private attorneys who:
(A) Practice in a law firm located in Los Angeles County; and (B) Have an equivalent number of years of professional experience in the subject matter area of the law for which the City Attorney’s services were rendered.

14.7. Further Assurances. Upon CITY’s request at any time, OPERATOR shall promptly:
(A) Take further necessary action; and
(B) Sign, acknowledge, and deliver all additional documents as may be reasonable, necessary, or appropriate to carry out this Agreement’s intent, purpose, and terms.

14.8. Assignment.
(A) This Agreement does not give any rights or benefits to anyone, other than to CITY and OPERATOR. All duties, obligations, and responsibilities under this Agreement are for the sole and exclusive benefit of CITY and OPERATOR, and are not for the benefit of another person, entity, or organization. Without CITY’s prior written authorization, OPERATOR shall not do any one or more of the following:
(1) Assign or transfer a right or interest— whether in whole, in 63 of 1182
19 part, temporarily, or otherwise— in this Agreement; or (2) Delegate a duty or obligation owed— whether in whole, in part, temporarily, or otherwise— under this Agreement.
(B) Any actual or attempted assignment of rights or delegation of duties by OPERATOR, without CITY’s prior written authorization, is wholly void and totally ineffective for all purposes; and does not postpone, delay, alter, extinguish, or terminate OPERATOR’s duties, obligations, or responsibilities under this Agreement. (C) If CITY consents to an assignment of rights, or a delegation of duties, or both, OPERATOR’s assignee or legal representative shall agree in writing to personally assume, perform, and to be bound unconditionally by the covenants, obligations, terms, and conditions in this Agreement.

14.9. Successors and Assigns. Subject to the provisions in Paragraph

14.8, this Agreement is binding on the heirs, executors, administrators, successors, and assigns of the respective PARTIES.

14.10. Date Calculation. Unless this Agreement specifies otherwise, any reference to “day” or “days” means calendar and not business days. If the last day for giving notice or performing an act under this Agreement falls on a weekend, a legal holiday listed in either Glendale Municipal Code Section 3.08.010 or California’s Government Code, or a day when City Hall is closed, the period is extended to and including the next day that CITY is open for business. A reference to the time of day refers to local time for Glendale, California.

14.11. Recycled Paper. OPERATOR shall endeavor to submit all reports, correspondence, and documents related to this Agreement on recycled paper.

14.12. Notices.
(A) The PARTIES shall submit in writing all notices and correspondence that this Agreement requires or permits, and shall use the following delivery method:
(1) Personal delivery;
(2) U.S. mail, first class postage prepaid;
(3) “Certified” U.S. mail, postage prepaid, return receipt requested; (4) Facsimile; or
(5) Email.
(B) All written notices or correspondence done in the manner described 64 of 1182
20 in Subparagraph (A) above with the street address or place, facsimile number, or email address listed in Subparagraph (C) below will be presumed “given” to a PARTY on whichever date occurs earliest:
(1) The date of personal delivery;
(2) The third (3rd) business day following deposit in the U.S. mail, when sent by “first class” mail;
(3) The date on which the PARTY or its agent either signed the return receipt or refused to accept delivery, as noted on the return receipt or other U.S. Postal Service form, when sent by “certified” mail; or
(4) The date of transmission, when sent by facsimile or email. (C) CITY and OPERATOR designate the following contact person, street address or place, telephone number, and facsimile number or email address for giving notice:

CITY: City of Glendale
Dept.:

Glendale, CA 9120
Attn:

Tel. No.:

Fax. No.:

Email:

OPERATOR:

Attn:

Tel. No.:

Fax. No.:

Email:
(D) At any time, by providing written notice to the other PARTY, CITY or OPERATOR may change the contact information listed in Subparagraph (C) above.

14.13. Survival. This Paragraph and the obligations set forth in Paragraphs

2.2, 3.12, 7.2, 8.1, 9.1, 9.2, 11.1, 11.2, 12.1, 12.2, 12.3, 12.4, 12.5, 12.6, 13.3, 13.4, 13.5,

14.5, 14.6, 14.7, 14.8, 14.9, and 14.12 survive this Agreement’s expiration, cancellation, 65 of 1182
21 or termination.

14.14. Severability. The invalidity, in whole or in part, of any term of this Agreement will not affect this Agreement’s remaining terms.

14.15. Counterparts. This Agreement may be executed in counterparts, each of which is an original, but all of which constitutes one and the same document. The PARTIES shall sign a sufficient number of counterparts, so that each PARTY will receive a fully executed original of this Agreement.

14.16. Digital Signatures. The PARTIES deem a copy of this Agreement, or any amendment to it, that bears a digital signature as having the same legal effect, for all purposes, as delivery of a signed original of this Agreement or the amendment, and each digital signature will have the same legal force and effect as a handwritten signature.

14.17. Representations – Authority. The PARTIES represent that:
(A) They have read this Agreement, fully understand its contents, and have received a copy of it;
(B) Through their duly authorized representative, they are authorized to sign this Agreement, and they are bound by its terms; and (C) They have executed this Agreement on the date opposite their signature.

Executed at Glendale, California.

CITY OF GLENDALE:

By Date:
(Name)
(Title)
OPERATOR:

By Date:
(Name)
(Title)

APPROVED AS TO FORM
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22 NAME:

TITLE:

SIGNATURE:

DATE:
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ORDINANCE NO. _______

AN ORDINANCE OF THE COUNCIL OF THE CITY OF GLENDALE, CALIFORNIA, AMENDING SECTION 8.44.050 AND ADDING SECTION 8.44.065 OF THE GLENDALE MUNICIPAL CODE, 1995, RELATING TO REFUSE, YARD TRIMMINGS

AND RECYCLABLE MATERIAL COLLECTION AND DISPOSAL
WHEREAS, the Glendale Municipal Code, 1995, has historically prohibited scavenging in containers used for the purpose of storage and collection of refuse and containers used for the purpose of storage and collection of recyclable materials; and WHEREAS, on February 2, 2021, the City Council adopted Ordinance No. 5971, which updated standards for recycling collection to comply with state regulations; and WHEREAS, Ordinance No. 5971 codified section 8.44.050 as it currently appears in the Glendale Municipal Code, 1995; and
WHEREAS, section 8.44.050 of the Glendale Municipal Code, 1995, establishes that title to materials placed in collection containers, which are placed at an area for servicing by the collector, becomes property of the collector, and that title to prohibited materials remains with the generator unless they are expressly accepted by the collector; and
WHEREAS, section 8.44.050 of the Glendale Municipal Code, 1995, further establishes that ownership and rights to recyclable material are vested in the collector once such recyclables have been placed in the designated collection container by a resident or commercial entity, and that such ownership and title rights transfer to the authorized collector when the same removes such recyclables from the designated collection location; and
WHEREAS, section 8.44.050 of the Glendale Municipal Code, 1995, simplifies the historical prohibition on scavenging to a single clause that states, “Scavenging is prohibited in the city . . .”; and
WHEREAS, the scavenging prohibition set forth in section 8.44.050 of the Glendale Municipal Code, 1995, albeit streamlined, does not define the act of “scavenging,” and thus, may not capture the full scope of prohibited conduct or adequately equip the Glendale Police Department to enforce the prohibition; and WHEREAS, over the two-year period between August 2024 and August 2026, the Glendale Police Department has received 95 calls for service due to scavenging; and
WHEREAS, scavenging jeopardizes the health of scavengers and risks their physical injury as containers may include, without limitation, harmful bacteria, mold, rotting organic matter, chemicals, pests, fecal matter, broken glass, sharps, or metal; 68 of 1182
causes a public nuisance and environmental harm as scavengers scatter trash in search of valuables, which may attract vermin and obstruct flood control infrastructure; causes noise pollution as scavengers rummage through bins late at night and early in the morning; and infringes upon the property rights and obligations set forth in section

8.44.050 of the Glendale Municipal Code, 1995; and
WHEREAS, the frequency of calls for service over the past two years warrants clarifying and restating the city’s prohibition on scavenging.

NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF GLENDALE:

SECTION 1. The above recitals are true and correct.

SECTION 2. Section 8.44.050 of the Glendale Municipal Code, 1995, is hereby amended to read as follows:

8.44.050 Ownership of materials.

Title to materials becomes the property of the collector once placed in the collection containers and placed at an area for servicing by the collector, except that the generator may reclaim any inadvertently discarded materials prior to collection. Title to any prohibited material placed in collection containers shall remain with the generator unless expressly accepted by the collector. All ownership and the rights to recyclable material shall be vested to the collector once such recyclables have been placed in the designated collection container by the resident or commercial entity. All ownership and title rights to recyclable materials shall be transferred to the authorized collector at the time the collector removes the material from the designated collection location.

SECTION 3. Section 8.44.065 of the Glendale Municipal Code, 1995, is hereby added to read as follows:

8.44.065 Tampering prohibited.

A. No person shall:

1. Tamper or meddle with any refuse or recycling receptacle;

2. Tamper or meddle with or remove the contents of any refuse receptacle, except for the generator thereof or the generator’s agents or employees, a duly authorized representative of the city, or a licensed refuse collector; or

3. Tamper or meddle with or remove recyclable materials that have been segregated from other wastes and placed at a designated location for the purpose of collection and recycling by the city or the city’s authorized agent, except for a duly authorized representative or agent of the city.
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B. Any person in violation of subsection A of this section shall be guilty of a misdemeanor.

SECTION 4. Compliance with California Environmental Quality Act. The City Council finds and determines that this Ordinance does not constitute a “project” pursuant to CEQA Guidelines section 15378, subdivision (a). Pursuant to CEQA Guidelines section 15378, subdivision (b)(2), a “project” does not include continuing administrative and maintenance activities, including general policy or procedure making, except as applied to specific instances not germane to this Ordinance.

Even if it is a “project,” the City Council finds and determines that this Ordinance is categorically exempt from CEQA pursuant to CEQA Guidelines section 15301, in that it consists of the operation and maintenance of existing public facilities or topographical features, namely, existing highways and streets, sidewalks, gutters, and similar facilities, involving negligible or no expansion of existing or former use. Moreover, the City Council finds and determines with certainty that there is no possibility that the activity in question may have a significant effect on the environment; thus, it is exempt from CEQA pursuant to CEQA Guidelines section 15061, subdivision (b)(3).

SECTION 5. Severability. This Ordinance is adopted under the authority of the Charter of the City of Glendale and state law. If any section, subsection, clause or phrase is declared invalid or otherwise void by a court of competent jurisdiction, it shall not affect any remaining provisions hereof. In this regard, the City Council finds and declares that it would have adopted this measure notwithstanding any partial invalidity hereof.

SECTION 6. Effective Date. This Ordinance shall take effect and be in force thirty (30) days after the date of its passage.

Passed and adopted by the Council of the City of Glendale on the _____ day of _______________, 2026.
____________________________
Mayor
ATTEST:
_________________________
City Clerk
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STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS.

Ayes:

Noes:

Absent:

Abstain:
______________________________
City Clerk
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9b
26-90708

CITY OF GLENDALE, CALIFORNIA

REPORT TO THE CITY COUNCIL

AGENDA ITEM
Report: Introduction of Ordinance Prohibiting the Act of Scavenging in Containers Used for the Purposes of Storage and Collection of Refuse or Recyclable Materials

COUNCIL ACTION
Item Type: Action Item
Approved for September 29, 2026 calendar

EXECUTIVE SUMMARY
The Glendale Municipal Code has historically prohibited scavenging in containers used for the purposes of storage and collection of refuse or recyclable materials. In 2021, the City Council adopted Ordinance No. 5971 to update standards for recycling collection in compliance with state regulations. It also clarified the obligations of all waste generators and simplified the scavenging prohibition to a single clause. Albeit streamlined, the scavenging prohibition currently found in Glendale Municipal Code section 8.44.050 may not capture the full scope of prohibited conduct, without which the Police Department is hindered from taking enforcement action. Over the past two years, the Police Department has received numerous calls for service due to scavenging, which carries significant, potential harms. The proposed ordinance would mitigate these harms by appropriately equipping the Police Department to cite potential violations.

RECOMMENDATION
That the City Council introduce an Ordinance Amending Section 8.44.050 and Adding Section 8.44.065 of the Glendale Municipal Code, 1995, Relating to Refuse, Yard Trimmings and Recyclable Material Collection and Disposal.

ANALYSIS
Historically, the Glendale Municipal Code (GMC) included a robust prohibition on scavenging in containers used for storage and collection of either refuse or recyclable materials.
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In February 2020, the City submitted a Commercial Recycling Compliance Plan to CalRecycle in which the City committed to update GMC Chapter 8.44 (Refuse, Yard Trimmings and Recyclable Material Collection and Disposal) to achieve consistency and compliance with waste management regulations established under AB 341 (Mandatory Commercial Recycling) and AB 1826 (Mandatory Organics Recycling). On February 2, 2021, the City Council adopted Ordinance No. 5971, fulfilling the City’s commitment.

Notably, Ordinance No. 5971 was based largely upon model ordinance language provided by CalRecycle. One of its objectives was to clarify the responsibilities of all waste generators. In addition to accomplishing this objective, Ordinance No. 5971 simplified the historically robust prohibition on scavenging to a single clause that states, “Scavenging is prohibited in the city . . . . ”
Ordinance No. 5971 married the simplified scavenging prohibition with a new provision clarifying that title to refuse becomes property of the collector once placed in the collection container at an area for servicing; that title to prohibited material remains with the generator unless expressly accepted by the collector; and that ownership of and rights to recyclable materials are vested in the collector once placed in the collection container, and transfer to the collector upon removal from the designated collection location.

Albeit streamlined, the scavenging prohibition now found in GMC section 8.44.050 may not capture the full scope of prohibited conduct. And, without defining the prohibited conduct, section 8.44.050 hinders the Police Department from establishing probable cause necessary to take enforcement action.

Over the two-year period between August 2024 and August 2026, the Police Department received 95 calls for service due to scavenging, which jeopardizes the health of scavengers and risks their physical injury as containers may include injurious materials; it causes a public nuisance and environmental contamination as refuse is scattered, vermin attracted, and flood control infrastructure obstructed; it causes noise pollution as rummaging occurs late at night and early in the morning; and it interferes with the property rights and obligations discussed above.

The proposed ordinance would mitigate these harms by appropriately equipping the Police Department to take enforcement action.

STAKEHOLDERS/OUTREACH
Over at least the past four months, the Police Department has directly engaged with residents who have not only initiated calls for service due to scavenging, but also contacted Police Department and Citywide leadership to report suspicious individuals repeatedly causing disturbances related to scavenging activities. As the prosecuting authority for violations of the Glendale Municipal Code, the City Attorney’s Office has also directly engaged with concerned residents. The ordinance presented for introduction is intended to provide the Police Department an effective tool to enforce the City’s scavenging prohibition.
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FISCAL IMPACT
The Police Department receives and responds to dozens of calls for service due to scavenging on an annual basis. The Police Department anticipates that its budget can absorb any incremental cost associated with taking action in response to calls for which an enforcement mechanism is not presently available. Thus, no new appropriation is requested at this time.

ENVIRONMENTAL REVIEW (CEQA/NEPA)
The action being considered does not constitute a “project” within the meaning of CEQA pursuant to CEQA Guidelines section 15378(b)(2) as it constitutes continuing administrative and maintenance activities, including general policy or procedure making; thus, it is not subject to CEQA pursuant to CEQA Guidelines section 15060(c)(3). Even if it is a “project,” the action is categorically exempt from CEQA pursuant to CEQA Guidelines Section 15301 in that it consists of the operation and maintenance of existing public facilities or topographical features, namely, existing highways and streets, sidewalks, gutters, and similar facilities, involving negligible or no expansion of existing or former use. Moreover, it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment; thus, it is exempt from CEQA pursuant to CEQA Guidelines section 15061(b)(3).

CAMPAIGN DISCLOSURE
This item is exempt from campaign disclosure requirements.

ALTERNATIVES TO STAFF RECOMMENDATION
Do not introduce the ordinance, in which case the tools available for the Police Department to employ in response to calls for service due to scavenging will remain limited.

ADMINISTRATIVE ACTION
Submitted by:

Robert William, Chief of Police
Prepared by:

Aaron M. Israel, Principal Assistant City Attorney
Approved by:

Roubik R. Golanian, P.E., City Manager

EXHIBITS/ATTACHMENTS
None.
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ORDINANCE NO. _______

AN ORDINANCE OF THE COUNCIL OF THE CITY OF GLENDALE, CALIFORNIA, ADDING SECTION 5.88.050 OF THE GLENDALE MUNICIPAL CODE, 1995,

RELATING TO THE COMMERCIAL SPECIAL EVENT PERMIT
WHEREAS, section 5.88.030 of the Glendale Municipal Code, 1995, provides that no person shall use or occupy public property for a commercial special event, or hold or cause to be held a commercial special event that has an effect on public property, without first obtaining from the city manager a written permit therefor; and WHEREAS, commercial special event permit applicants are required to complete a written application that contains, at minimum, the name and residence or business address of the applicant(s), a detailed statement of the location and area of the proposed commercial special event, the date(s) of the proposed commercial special event, and a detailed statement of the proposed event, including, but not limited to, whether the event contemplates sales, displays, and the nature of any goods or services to be displayed, sold, purchased, exchanged or produced; and WHEREAS, in addition to a completed, written application, commercial special event permit applicants are required to remit an application fee to the city; and WHEREAS, the city conducts an interdepartmental review of each commercial special event permit application to identify city liability, parking, traffic, air quality, noise, and other potentially adverse physical impacts of the proposed commercial special event, and whether any conditions are required to ameliorate any identified impacts; and
WHEREAS, the city also submits each commercial special event permit application to all business and community benefit districts and merchant associations, as defined in section 5.88.020 of the Glendale Municipal Code, 1995, to comment and submit recommendations on the permit application; and
WHEREAS, the Glendale Municipal Code, 1995, does not expressly prohibit a person from joining or participating in a permitted commercial special event in violation of any permit conditions, from joining or participating in a permitted commercial special event without the consent and over the objection of the permittee or otherwise interfering with a permitted commercial special event; and WHEREAS, conditions attached to a commercial special event permit are designed to carefully balance economic health and vibrancy, on the one hand, with potentially adverse impacts, on the other hand; and
WHEREAS, joining or participating in a permitted commercial special event in violation of any permit conditions disrupts that careful balance and increases the 75 of 1182
potentiality of adverse impacts, including city liability, parking, traffic, air quality, noise, and other physical impacts; and
WHEREAS, joining or participating in a permitted commercial special event without the consent and over the objection of the permittee may itself constitute an unpermitted commercial special event in violation of section 5.88.030 of the Glendale Municipal Code, 1995, depriving the city of an opportunity to identify and ameliorate any potentially adverse impacts thereof, and
WHEREAS, a person may join or participate in a permitted commercial special event without the consent and over the objection of the permittee or otherwise interfere with the commercial special event for purposes other than promoting or engaging in a commercial transaction, which does not constitute a violation of section 5.88.030 of the Glendale Municipal Code, 1995; and
WHEREAS, responsible permittees that apply for, and obtain, commercial special event permits pursuant to the provisions of Chapter 5.88 of the Glendale Municipal Code, 1995, are at risk of monetary and non-monetary harm by persons joining or participating in a permitted commercial special event without their consent and over their objection or otherwise interfering in the commercial special event; and WHEREAS, the Glendale Police Department has received calls for service to permitted commercial special events in which the permittees reported that a person had joined or participated in the commercial special events without their consent and over their objection, or otherwise interfered with the commercial special events; and WHEREAS, as recently as March 2026, the Glendale Police Department received a call for service from a commercial special event permittee who reported that an altercation arose after a person set up a table in the commercial special event area for purposes other than promoting or engaging in a commercial transaction, and refused to leave;
WHEREAS, the March 2026 call for service exemplifies a type of incident for which the Glendale Municipal Code, 1995, does not provide a direct and efficient remedy that effective enforcement of Chapter 5.88 requires.

NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF GLENDALE:

SECTION 1. The above recitals are true and correct.

SECTION 2. Section 5.88.050 of the Glendale Municipal Code, 1995, is hereby added to read as follows:

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A. No person shall:

1. Join or participate in a commercial special event duly permitted pursuant to this chapter in violation of any permit conditions;

2. Join or participate in a commercial special event duly permitted pursuant to this chapter without the consent and over the objection of the permittee; or

3. Interfere in any manner with a commercial special event duly permitted pursuant to this chapter.

B. Any person in violation of subsection A of this section shall be guilty of a misdemeanor.

SECTION 3. Compliance with California Environmental Quality Act. The City Council finds and determines that this Ordinance does not constitute a “project” pursuant to CEQA Guidelines section 15378, subdivision (a). Pursuant to CEQA Guidelines section 15378, subdivision (b)(2), a “project” does not include continuing administrative and maintenance activities, including general policy or procedure making, except as applied to specific instances not germane to this Ordinance.

Even if it is a “project,” the City Council finds and determines that this Ordinance is categorically exempt from CEQA pursuant to CEQA Guidelines section 15301, in that it consists of the operation and maintenance of existing public facilities or topographical features, namely, existing highways and streets, sidewalks, gutters, and similar facilities, involving negligible or no expansion of existing or former use. Moreover, the City Council finds and determines with certainty that there is no possibility that the activity in question may have a significant effect on the environment; thus, it is exempt from CEQA pursuant to CEQA Guidelines section 15061, subdivision (b)(3).

SECTION 4. Severability. This Ordinance is adopted under the authority of the Charter of the City of Glendale and state law. If any section, subsection, clause or phrase is declared invalid or otherwise void by a court of competent jurisdiction, it shall not affect any remaining provisions hereof. In this regard, the City Council finds and declares that it would have adopted this measure notwithstanding any partial invalidity hereof.
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SECTION 5. Effective Date. This Ordinance shall take effect and be in force thirty (30) days after the date of its passage.

Passed and adopted by the Council of the City of Glendale on the _____ day of _______________, 2026.
____________________________
Mayor
ATTEST:
_________________________
City Clerk
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STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS.

Ayes:

Noes:

Absent:

Abstain:
______________________________
City Clerk
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CITY OF GLENDALE, CALIFORNIA

REPORT TO THE CITY COUNCIL

AGENDA ITEM
Report: Introduction of Ordinance Prohibiting the Acts of Joining or Participating in a Commercial Special Event in Violation of Any Permit Conditions or Without the Consent and Over the Objection of the Permittee, or Otherwise Interfering with a Permitted Commercial Special Event

1. Introduction of an Ordinance of the Council of the City of Glendale, California, Adding Section 5.88.050 of the Glendale Municipal Code, 1995, Relating to the Commercial Special Event Permit.

COUNCIL ACTION
Item Type: Action Item
Approved for September 29, 2026 calendar

EXECUTIVE SUMMARY
Glendale Municipal Code section 5.88.030 requires a Commercial Special Event Permit before a person may use or occupy public property for a commercial special event, or hold or cause to be held a commercial special event, that has an effect on public property.

Chapter 5.88 prescribes a thorough application and review process. If and once an Commercial Special Event Permit is approved, however, Chapter 5.88 does not expressly prohibit a person from joining or participating in a commercial special event in violation of any permit conditions or without the consent and over the objection of the permittee, or otherwise interfering with the permitted commercial special event. The Police Department has received calls for service due to interference with permitted commercial special events. The proposed ordinance would provide the Police Department a direct and efficient remedy to address such instances of interference.

RECOMMENDATION
That the City Council introduce an Ordinance Adding Section 5.88.050 of the Glendale Municipal Code, 1995, Relating to the Commercial Special Event Permit.

ANALYSIS
Glendale Municipal Code section 5.88.030 provides that no person shall use or occupy public property for a commercial special event, or hold or cause to be held a commercial special event that has an effect on public property, without first obtaining a Commercial Special Event Permit.
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To obtain a Commercial Special Event Permit, a person must submit a written application that contains, at minimum, the name and residence or business address of the applicant(s), a detailed statement of the location and area of the proposed commercial special event, the date(s) of the proposed commercial special event, and a detailed statement of the proposed event, including, but not limited to, whether the event contemplates sales, displays, the nature of any goods or services to be displayed, sold, purchased, exchanged or produced. The applicant(s) must also pay an application fee.

Upon receipt of a Commercial Special Event Permit application, the City conducts an interdepartmental review to identify City liability, parking, traffic, air quality, noise, and other potentially adverse physical impacts of the proposed commercial special event, and whether any conditions are required to ameliorate any identified impacts. The City also submits each Commercial Special Event Permit application to all “business and community benefit districts” and “merchant associations,” as defined in Glendale Municipal Code section 5.88.020, for comment and recommendations.

Once a Commercial Special Event Permit is approved, however, Glendale Municipal Code Chapter 5.88 does not expressly prohibit a person from joining or participating in a permitted commercial special event in violation of any permit conditions or without the consent and over the objection of the permittee, or otherwise interfering with the permitted commercial special event.

Permit conditions are designed to carefully balance economic health and vibrancy, on the one hand, with potentially adverse impacts, on the other hand. Joining or participating in a commercial special event in violation of any permit conditions disrupts that careful balance and increases the potentiality of adverse impacts, including City liability, parking, traffic, air quality, noise, and other physical impacts.

Joining or participating in a permitted commercial special event without the consent and over the objection of the permittee, or otherwise interfering with the commercial special event, poses the risk of causing monetary and non-monetary harm to responsible permittees that follow the City’s Commercial Special Event Permit application process.

Interference with permitted commercial special events has prompted calls for services to the Police Department, including a recent call for service due to an altercation that arose after a person set up a table in an area reserved pursuant to a Commercial Special Event Permit and refused to leave upon request of the permittee. The proposed ordinance would provide the Police Department a direct and efficient remedy to address such instances of interference.

STAKEHOLDERS/OUTREACH
Over at least the past five months, the Police Department has directly engaged with Commercial Special Event Permit holders who have initiated calls for service due to persons joining or participating in their commercial special events without their consent and over their objection, or otherwise interfering in their commercial special events. For 81 of 1182
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instance, the Police Department has met on multiple occasions with the Montrose Shopping Park Association (MSPA), a recognized “business and community benefit district” in the Commercial Special Event Permit ordinance, and a Commercial Special Event Permit holder itself for the Montrose Harvest Market. The MSPA has reported that, in recent months, unaffiliated persons have set up booths within the special event area, and when asked to leave, they refuse. The ordinance presented for introduction is intended to provide the Police Department a direct and efficient tool to mitigate instances of interference with permitted commercial special events.

FISCAL IMPACT
The Police Department is routinely present at special events throughout the city and responds to incidents as needed. The Police Department anticipates that its budget can absorb any incremental cost associated with taking action in response to calls for which a direct and efficient enforcement mechanism is not presently available. Thus, no new appropriation is requested at this time.

ENVIRONMENTAL REVIEW (CEQA/NEPA)
The action being considered does not constitute a “project” within the meaning of CEQA pursuant to CEQA Guidelines section 15378(b)(2) as it constitutes continuing administrative and maintenance activities, including general policy or procedure making; thus, it is not subject to CEQA pursuant to CEQA Guidelines section 15060(c)(3). Even if it is a “project,” the action is categorically exempt from CEQA pursuant to CEQA Guidelines Section 15301 in that it consists of the operation and maintenance of existing public facilities or topographical features, namely, existing highways and streets, sidewalks, gutters, and similar facilities, involving negligible or no expansion of existing or former use. Moreover, it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment; thus, it is exempt from CEQA pursuant to CEQA Guidelines section 15061(b)(3).

CAMPAIGN DISCLOSURE
This item is exempt from campaign disclosure requirements.

ALTERNATIVES TO STAFF RECOMMENDATION
Do not introduce the ordinance, in which case the tools available to the Police Department in response to calls for service due to interference with permitted commercial special events will remain limited.

ADMINISTRATIVE ACTION
Submitted by:

Robert William, Chief of Police
Prepared by:

Aaron M. Israel, Principal Assistant City Attorney
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Approved by:

Roubik R. Golanian, P.E., City Manager

EXHIBITS/ATTACHMENTS
None.
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CITY OF GLENDALE, CALIFORNIA

REPORT TO THE CITY COUNCIL

AGENDA ITEM
Report: Extending Contract and Increasing Meal Rates for Catering Services for the City’s Elderly Nutrition Program

COUNCIL ACTION
Item Type: Action Item
Approved for October 6, 2026 calendar

EXECUTIVE SUMMARY
The City’s initial contract term with TRIO is from December 1, 2022, to November 30, 2026, in an amount not to exceed $2,000,000, with a one-time option to renew for two additional years in an amount not to exceed $1,100,000, for a total of $3,100,000. The underlying contract does not authorize increases in the meal rates during the initial or renewal terms. (Exhibit 1). Staff is requesting approval to execute Amendment No. 1, which would exercise the City’s option to extend the contract from December 1, 2026, through November 30, 2028, with updated meal rates for each year of the renewal term.

In Year One, the meal rate would increase by 6%; in Year Two, the meal rate would increase by 3%. The meal per rate is as follows:

Current Contract
Rate
Year One
Renewal Rate
Year Two
Renewal Rate
Congregate Meal
(price per meal)
$4.56 $4.83 $4.98
Home Delivered Meal
(price per meal)
$4.75 $5.04 $5.19
Staff believes TRIO’s track record with the City over the past four years in furnishing congregate and home-delivered meals to seniors demonstrates that TRIO will be able to successfully carry out ENP meal catering services on behalf of the City during the renewal term.
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Staff anticipates that 48,000 congregate meals will be served and 21,600 homedelivered meals will be delivered annually.

Funding for the services is available annually from Los Angeles County Aging and Disabilities Department (Los Angeles County AD) grant funds, general funds, participant donations, and other private/local grant funding sources. The contract amount per fiscal year will be based on available funding for the ENP in that fiscal year.

RECOMMENDATION
That the City Council adopt a resolution dispensing with competitive bidding and authorizing the City Manager to enter into a two-year extension of the City’s Elderly Nutrition Program Lower Tier Subaward Agreement with TRIO, through November 30, 2028, increasing meal rates by 6% effective December 1, 2026, and by an additional 3% effective December 1, 2027.

ANALYSIS
CSP has been providing meal service to adults 60 years of age and older in the greater Glendale area since 1979 with grant funding administered from Los Angeles County Aging and Disabilities (AD) through the federal Older Americans Act (OAA). The ENP provides an important opportunity for social contact and is the only meal many seniors receive in a day.

More than 48,000 meals are prepared annually for the two City operated meal sites: the Adult Recreation Center (ARC) and Sparr Heights Community Center.

More than 21,600 home-delivered meals are delivered annually to frail, homebound seniors. Congregate meals are prepared at the Adult Recreation Center kitchen and delivered to Sparr Heights Community Center. The City is the only agency in LA County that offers meals to seniors 7 days per week (at the ARC).

Additionally, the caterer must also provide emergency meals upon request in the event of unforeseen circumstances (e.g., pandemic, natural disasters, etc.).

Los Angeles County AD’s contract requires that LA County pre-approved catering kitchens provide meal service to the ENP program.

Background
On August 29, 2022, CSP issued a Request for Proposal (RFP) to solicit proposals from eighteen Los Angeles County pre-approved caterers for ENP Program Catering Services based on the annual number of meals served and grant funding the City of Glendale receives from Los Angeles County AD.

CSP issued an RFP for ENP meal catering services instead of procuring the meal services through a bidding process and awarding to the lowest responsible bidder because of the distinctive nature of the ENP—which requires consideration of factors other than lowest cost in the evaluation of catering proposals. For instance, quality of the 85 of 1182
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food (i.e., presentation/taste) is a factor that cannot be considered if the traditional competitive bidding/lowest responsible bidder procurement process were used in selecting an ENP caterer.

In addition to rate, therefore, the RFP focused on the following evaluation criteria in seeking an ENP caterer:
• Quality of the meal (i.e., presentation/taste);
• Qualifications of catering personnel and management;
• Prior experience; and
• References
Only one proposal was received by the due date of September 30, 2022—the proposal from TRIO Community Meals, LLC. Upon thorough review of the TRIO proposal, it was deemed qualified as a responsible proposer with a proven history of excellent performance with the City of Glendale.

Staff researched and evaluated the proposal to determine whether the proposal met the criteria in the RFP, including: service requirements, quality of meals, cost per meal, qualifications of personnel and management, prior experience, and references.

In addition, the City is obligated to use strict nutrition specifications developed and provided by the Los Angeles County AD for the ENP program. TRIO met this requirement and provided a responsible and competitive proposal. The City currently has a contract with TRIO to provide congregate and home-delivered meals services through November 30, 2026.

Staff and TRIO agree to continue with the renewal option to provide ENP meal services from December 1, 2026, though November 30, 2028. However, TRIO is requesting an increase to the meal rate during the renewal term for which the operative contract does not provide:

Meal Type Current
Contract Rate
Per Meal
2026-2027
Proposed Rate
per Meal
Change
+/1%
2027-2028
Proposed Rate
Per Meal
Change
+/1%
Congregate $4.56 $4.83 +6% $4.98 +3%
Home Delivered $4.75 $5.04 +6% $5.19 +3%
Staff estimates the annual need for service to be approximately 48,000 congregate meals and 21,600 home-delivered meals annually, but may vary based on need and available program funds.

Facts to Support Increase to Meal Rate
Staff recommends proceeding with the renewal term at the requested meal rates for the next two years. The recommended rate adjustment is necessary to recognize significant increases in the cost of food, fuel, transportation, labor, and other operational expenses that have occurred since the original agreement in 2022. 86 of 1182
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Despite the challenges of its own increased costs, TRIO has continued to provide the City with high-quality meals while maintaining reliable service and, historically, has worked to contain costs and hold rates down for the City.

TRIO is also a long-standing and experienced provider of senior nutrition services and is the nation's largest senior meal provider. Its extensive experience serving older adults provides the City with confidence to meet the unique nutritional, dietary, food safety, and service requirements of the City's ENP.

Additionally, TRIO is an approved Los Angeles County AD catering kitchen/provider.

The City's ability to continue utilizing a provider that is already familiar with applicable senior nutrition requirements, meal standards, delivery expectations, and program operations minimizes transition risks and helps ensure uninterrupted service to vulnerable older adults.

Maintaining the City's relationship with TRIO also provides significant operational value.

A change in meal provider would require a new procurement process, transition planning, menu and meal coordination, staff training, logistical adjustments, and potentially significant disruption to congregate and home-delivered meal services which may jeopardize the LA County grant subaward.

Staff believes the requested rate adjustment is reasonable and justified based on current operating conditions, TRIO's demonstrated history of quality and reliable service, its specialized expertise in senior nutrition, its status as an approved County provider, and the importance of maintaining uninterrupted meal services for the City's older adult population.

STAKEHOLDERS/OUTREACH
The Elderly Nutrition Program is administered by the Senior Services Section at the Adult Recreation Center, with an additional meal site located at the Sparr Heights Community Center. Program services are promoted quarterly through the CSP Leisure Guide, the CSP newsletter, CSP social media channels, and the City’s website. Outreach is also conducted in collaboration with local community agencies to increase public awareness of available services.

FISCAL IMPACT
The contract with TRIO prescribes an initial term of four years through November 30, 2026, in an amount not to exceed $2,000,000, and a one-time option to renew the contract for two additional years through November 30, 2028, in an amount not to exceed $1,100,000, for a total amount not to exceed $3,100,000.

The portion of the contract for each fiscal year will be based on available program budget and service need from the community. Funding for the current fiscal year was appropriated as a part of the FY2026-2027 budget. No new appropriation is being requested at this time. Funding for FY2027-2028 will be appropriated as part of next 87 of 1182
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year’s budget process.
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The City Council approved funding is outlined below:

Existing Appropriation
Amount Account String Funding Source
$226,440 43110-2700-CSP-0020-P0000
CSP01170AG
Nutritional Meals Grant Fund
$117,657 43110-2700-CSP-0020-P0000
CSP01172AG
Nutritional Meals Grant Fund
$98,778.15 43110-2010-CSP-0020-P0000
CSP00298AG
CDBG Fund
Department Cost Center Program
Community
Services &
Parks
Projects

ENVIRONMENTAL REVIEW (CEQA/NEPA)
The action being considered does not constitute a “project” within the meaning of CEQA pursuant to CEQA Guidelines section 15378(b)(4) as it creates a government funding mechanism or constitutes other government fiscal activities which do not involve any commitment to any specific project which may result in a potentially significant physical impact on the environment; thus, it is not subject to CEQA pursuant to CEQA Guidelines section 15060(c)(3). Even if it is a “project,” it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment; thus, it is exempt from CEQA pursuant to CEQA Guidelines section 15061(b)(3).

CAMPAIGN DISCLOSURE
The names and business addresses of the members of the board of directors, the chairperson, CEO, COO, CFO, Subcontractors and any person or entity with more than 10% interest in the company proposed for contract in this Agenda Item Report are attached in Exhibit 2, in accordance with the City Campaign Finance Ordinance No. 5744.

ALTERNATIVES TO STAFF RECOMMENDATION
Alternative 1: Do not adopt the Resolution dispending with competitive bidding and authorizing the City Manager to renew the contract with TRIO and direct staff to issue a new RFP, which will potentially impact the ENP program and further increase meal rates.

Alternative 2: The City Council may consider any alternative not proposed by staff.

ADMINISTRATIVE ACTION
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Submitted by:

Onnig Bulanikian, Director of Community Services & Parks Prepared by:

Maggie Kavarian, Community Services Manager
Tereza Aleksanian, Assistant Director of Community Services & Parks Aylin Isayan, Community Services Supervisor
Approved by:

Roubik R. Golanian, P.E., City Manager

EXHIBITS/ATTACHMENTS
Exhibit 1: TRIO Contract
Exhibit 2: Campaign Finance Disclosure Form
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RESOLUTION NO. _____________________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GLENDALE, CALIFORNIA, DISPENSING WITH COMPETITIVE BIDDING; AND AUTHORIZING THE CITY MANAGER OR A DESIGNEE TO EXERCISE THE CITY’S OPTION TO

RENEW ITS ELDERLY NUTRITION PROGRAM LOWER TIER SUBAWARD

AGREEMENT WITH TRIO COMMUNITY MEALS, LLC, FOR A TWO-YEAR PERIOD AT MEAL RATES INCREASED BY 6% EFFECTIVE DECEMBER 1, 2026, AND BY ADDITIONAL 3% EFFECTIVE DECEMBER 1, 2027.

WHEREAS, since 1979, the City of Glendale (“City”) has provided meal service to adults 60 years of age and older with Elderly Nutrition Program (“ENP”) funding administered by the Los Angeles County Aging & Disabilities Department (“County AD”); and
WHEREAS, County AD requires that one of 18 pre-approved caterers provide ENP meal services; and
WHEREAS, on August 29, 2022, the City’s Community Services & Parks Department issued a Request for Proposals (“RFP”) for one of the 18 pre-approved caterers to provide ENP meal services with County AD funding; and WHEREAS, the City received one proposal—from TRIO Community Meals, LLC (“TRIO”), a longtime provider of senior nutrition services and the nation’s largest; and WHEREAS, TRIO not only submitted a responsible and competitive proposal, but also has a demonstrated history of excellent performance for the City; and WHEREAS, following the RFP process, the City entered into a Lower Tier Subaward Agreement (“Agreement”) with TRIO for a period of four (4) years beginning December 1, 2022, and ending November 30, 2026, with an option for the City to renew the Agreement for an additional two-year period beginning December 1, 2026, and ending November 30, 2028; and
WHEREAS, the Agreement provides that the City shall pay TRIO $4.56 for each hot/cold meal or boxed lunch prepared, and $4.75 for each frozen meal home-delivered; and
WHEREAS, the Agreement does not authorize, and the RFP did not contemplate, an increase in the amount payable to TRIO for each prepared or homedelivered meal; WHEREAS, since the City and TRIO entered into the Agreement, TRIO has absorbed increases in the costs of food, fuel, transportation, labor, and other operational expenses; and
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WHEREAS, despite incurring increased costs, TRIO has provided the City with high-quality meals and maintained reliable service throughout the initial, four-year term of the Agreement; and
WHEREAS, during economically challenging periods predating the initial term of the operative Agreement, TRIO has worked to contain costs and hold down the City’s meal rates; and
WHEREAS, should the City exercise its option to renew the Agreement for an additional two-year term, TRIO has requested a per-meal rate increase of 6% effective December 1, 2026, and an additional 3% effective December 1, 2027; and WHEREAS, renewing the Agreement with TRIO, a caterer closely familiar with applicable senior nutrition requirements, meal standards, delivery expectations, and program operations minimizes transition risks and helps to ensure uninterrupted services to vulnerable older adults; and
WHEREAS, renewing the Agreement with TRIO also provides significant operational value, as contracting with a different caterer would require a new RFP, transition planning, menu and meal coordination, staff training, logistical adjustments, and potentially significant service disruption, which may jeopardize County AD grant funding; and
WHEREAS, based upon TRIO’s demonstrated history of excellent performance and the importance of maintaining uninterrupted meal service to the City’s older adult population, it appears that adequate justification exists and it is in the City’s best interest—upon the recommendation of the Director of Community Services & Parks—to dispense with competitive bidding and authorize the City Manager or a designee to exercise the City’s option to renew its ENP Lower Tier Subaward Agreement with TRIO for a two-year period at meal rates increased by 6% effective December 1, 2026, and by an additional 3% effective December 1, 2027.

NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF GLENDALE, CALIFORNIA:

1. The foregoing facts are deemed to be true and correct and are a basis for dispensing with competitive bidding and authoring renewal of the City’s ENP Lower Tier Subaward Agreement at increased meal rates.

2. The Council hereby:

A. Dispenses with competitive bidding; and
B. Authorizes the City Manager or a designee to exercise the City’s option to renew its ENP Lower Tier Subaward Agreement with TRIO Community Meals, LLC, for a two-year period at meal rates 92 of 1182
increased by 6% effective December 1, 2026, and by an additional 3% effective December 1, 2027.

Adopted this _______ day of _____________, 2026.
_____________________
Mayor
ATTEST:
_______________________
City Clerk
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STATE OF CALIFORNIA )
) SS

COUNTY OF LOS ANGELES )
I, Suzie Abajian, Ph.D., City Clerk of the City of Glendale, certify that the foregoing Resolution was adopted by the Council of the City of Glendale, California, at a regular meeting held on ________ day of _______________, 2026, and that same was adopted by the following vote:

Ayes:

Noes:

Absent:

Abstain:
__________________________
City Clerk
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CONTRACT No. _________
ELDERLY NUTRITION PROGRAM LOWER TIER SUBAWARD AGREEMENT*

BETWEEN THE CITY OF GLENDALE
AND
TRIO COMMUNITY MEALS, LLC (“LOWER TIER SUBRECIPIENT”)
THIS LOWER TIER SUBAWARD AGREEMENT (“Lower Tier Subaward”), effective November 16, 2022 (“Effective Date”), is between the City of Glendale ("SUBRECIPIENT"), a municipal corporation, and TRIO COMMUNITY MEALS, LLC (“LOWER TIER SUBRECIPIENT”), a subsidiary of Elior, Inc., a Delaware corporation (“LOWER TIER SUBRECIPIENT”), a Delaware corporation (collectively, “PARTIES” or individually, “PARTY”).

RECITALS

1. This Lower Tier Subaward is:

A. A contract for services that the PARTIES make under the terms of a prime Subaward (identified as Subaward Number ENP
202106)— between the County of Los Angeles Aging and
Disabilities Department (“AD”) and the SUBRECIPIENT— which is attached as “Exhibit A” and is fully incorporated into this Lower Tier Subaward by this reference; and
B. Subject to all the provisions of the prime Subaward, and all representations and warranties under this Lower Tier Subaward inure to the benefit of the County of Los Angeles.

2. SUBRECIPIENT is a public entity organized and existing under its Charter and the State of California’s Constitution.

3. Under the Older Americans Act Grant awarded to SUBRECIPIENT by Los Angeles County, SUBRECIPIENT operates an Elderly Nutrition Program that provides daily catered meal service for both congregate and homebound seniors at three meal sites. SUBRECIPIENT provides hot meal / prepared boxed lunch services seven days per week, as well as frozen / home delivered meal services five days per week for homebound clients.

4. SUBRECIPIENT desires to hire a qualified and experienced food services provider to:

A. Serve as the LOWER TIER SUBRECIPIENT under the Los
Angeles County administered Older Americans Act Grant; and B. Prepare and deliver daily meal service for both congregate and homebound seniors at specified sites within Glendale.

DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 8001946
Exhibit 1

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5. On August 29, 2022, SUBRECIPIENT issued a “Request for Proposals” for the Elderly Nutrition Program (“RFP”)— which is attached as “Exhibit B” and is fully incorporated into this Lower Tier Subaward by this reference— describing SUBRECIPIENT’s need for a food services provider, and setting forth qualifications, conditions, and requirements for a food services provider.

6. On September 28, 2022, LOWER TIER SUBRECIPIENT submitted a Proposal (“LOWER TIER SUBRECIPIENT’s Proposal”), which is attached as “Exhibit C” and is fully incorporated into this Lower Tier Subaward by this reference.

7. On November 15, 2022, the Glendale City Council (“City Council”) adopted a Motion— which is attached as “Exhibit D” and is fully incorporated into this Lower Tier Subaward by this reference— accepting LOWER TIER SUBRECIPIENT’s Proposal and awarding LOWER TIER SUBRECIPIENT the right to prepare and deliver daily meal service under SUBRECIPIENT’s Elderly Nutrition Program, subject to the terms and conditions of this Lower Tier Subaward.

8. On October 7, 2022, SUBRECIPIENT mailed LOWER TIER
SUBRECIPIENT a “Notice of Intent to Award Contract,” which is attached as “Exhibit E” and is fully incorporated into this Lower Tier Subaward by this reference.

9. LOWER TIER SUBRECIPIENT is, and will continue to be for this Lower Tier Subaward’s duration, a Delaware corporation in good standing who employs persons who are duly registered or licensed to practice in the State of California.

10. LOWER TIER SUBRECIPIENT possesses the competence, experience, expertise, skill, facilities, equipment, personnel, financial wherewithal, and other resources necessary to perform this Lower Tier Subaward’s tasks in a professional and competent manner.

11. LOWER TIER SUBRECIPIENT desires to furnish and perform professional services for SUBRECIPIENT, on the terms and conditions described in this Lower Tier Subaward. LOWER TIER SUBRECIPIENT has the legal authority to provide, engage in, and carry out the professional services set forth in this Lower Tier Subaward.

AGREEMENT
THEREFORE, SUBRECIPIENT engages LOWER TIER SUBRECIPIENT’s services, and in consideration of the PARTIES’ mutual promises, the PARTIES agree as follows:

1.0 INCORPORATION OF RECITALS

1.1. The Recitals constitute the factual basis upon which SUBRECIPIENT and LOWER TIER SUBRECIPIENT have entered into this Lower Tier Subaward.

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SUBRECIPIENT and LOWER TIER SUBRECIPIENT acknowledge the Recitals’ accuracy and, therefore, incorporate them into this Lower Tier Subaward.

2.0 TERM

2.1. Initial Term. This Lower Tier Subaward is for a period of four (4) years, beginning on December 1, 2022, and ending on November 30, 2026 (“initial term”), unless the Lower Tier Subaward is terminated sooner according to the terms elsewhere in this document.

2.2. Renewal Term. Before the initial term’s expiration, SUBRECIPIENT will have a one (1) time option to renew the Lower Tier Subaward for a period of two (2) years (“renewal term”). Exercise of the renewal option is at the Director of Community Services & Parks’ sole discretion and requires the City Manager’s written approval. Upon renewal, the Lower Tier Subaward may be subject to new or additional terms and conditions.

3.0 SERVICES

3.1. Scope of Work. LOWER TIER SUBRECIPIENT shall furnish all food and labor necessary to prepare and deliver daily individual meals, or bulk food, or both, for persons sixty (60) years of age and older (“Services”), in compliance with:
(A) The Older Americans Act (OAA), as amended in 2006, including Title III Congregate and Home Delivered Nutrition standards, as described in Federal, State, and County regulatory statutes; (B) California’s Health and Safety Code, including the California Retail Food Code (Cal Code), effective January 1, 2020;
(C) The Area Agency on Aging (AAA) Policies and Procedures; (D) The requirements defined in the “Food Service Specifications” which is attached as “Exhibit F” and is fully incorporated into this Lower Tier Subaward by this reference; and
(E) The “Menu Writing Specifications” which is attached as “Exhibit G” and is fully incorporated into this Lower Tier Subaward by this reference.

3.2. Written Authorization. LOWER TIER SUBRECIPIENT shall not make changes in the Scope of Work or perform any additional work, without first obtaining written authorization from SUBRECIPIENT. If LOWER TIER SUBRECIPIENT provides additional work or services without written authorization, or if LOWER TIER SUBRECIPIENT exceeds the Maximum Cost in Paragraph 7.4 of this Lower Tier DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE

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Subaward, LOWER TIER SUBRECIPIENT proceeds at LOWER TIER SUBRECIPIENT’s own risk and without payment.

3.3. Professional Standard of Care. During this Lower Tier Subaward’s Term:
(A) LOWER TIER SUBRECIPIENT and its Subcontractors, employees, and agents (collectively, “LOWER TIER SUBRECIPIENT PARTIES”) shall perform all of the Services in this Lower Tier Subaward in an expeditious and professional manner, using professionals properly licensed and duly qualified to perform the Services. (B) LOWER TIER SUBRECIPIENT LOWER TIER SUBRECIPIENT
PARTIES shall perform the work described in this Lower Tier Subaward in accordance with generally accepted professional practices and principles, and in a manner consistent with the level of care and skill ordinarily exercised under similar conditions by members of LOWER TIER SUBRECIPIENT PARTIES’ profession currently practicing in California. By performing the Services, LOWER TIER SUBRECIPIENT PARTIES represent and certify that their work conforms to: the requirements of this Lower Tier Subaward; all applicable (federal, state, county, local, City) laws, rules, regulations, orders, and procedures; and the professional standard of care in California. (C) LOWER TIER SUBRECIPIENT shall adhere to:
(1) All required Los Angeles County terms and conditions, as set forth in the “City of Glendale (SUBAWARD) with County of Los Angeles Aging and Disabilities Department (“Exhibit A”); and
(2) The elements indicated in Los Angeles County’s Statement of Work, as set forth in the “City of Glendale (Statement of Work) with County of Los Angeles Aging and Disabilities Department” (“Exhibit J”), which is attached and fully
incorporated into this Lower Tier Subaward by this
reference.
(D) LOWER TIER SUBRECIPIENT PARTIES are responsible for making an independent evaluation and judgment of all conditions affecting performance of the work, including without limitation: site conditions; existing facilities; seismic, geologic, soils, hydrologic, geographic, climatic conditions; applicable (federal, state, county, local, City) laws, rules, regulations, orders, and procedures; and all other contingencies or design considerations. Data, calculations, opinions, reports, investigations, or any other information or documents that SUBRECIPIENT provides relating to site, local, or other conditions are not warranted or guaranteed, either expressly or implied, by SUBRECIPIENT.

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(E) When the Scope of Work requires or permits SUBRECIPIENT’s review, approval, conditional approval, or disapproval, LOWER TIER SUBRECIPIENT acknowledges that SUBRECIPIENT’s review, approval, conditional approval, or disapproval:
(1) Is solely for the purposes of administering this Lower Tier Subaward and determining whether LOWER TIER
SUBRECIPIENT is entitled to payment for its Services;
(2) Is not to be construed as a waiver of any breach, or acceptance by SUBRECIPIENT, of any responsibility—
professional or otherwise— for the Services or LOWER
TIER SUBRECIPIENT’s work;
(3) Does not relieve LOWER TIER SUBRECIPIENT of the
responsibility for complying with the standard of performance or professional care; or laws, regulations, or industry standards; and
(4) Does not relieve LOWER TIER SUBRECIPIENT from liability for damages arising out of LOWER TIER SUBRECIPIENT’s:
negligent acts, errors, or omissions; recklessness; willful misconduct; or noncompliance with industry standards.
(E) Without additional compensation to LOWER TIER SUBRECIPIENT and at no cost to SUBRECIPIENT, LOWER TIER SUBRECIPIENT shall correct or revise all errors, mistakes, or deficiencies in its work or the Services.

4.0 TIME FOR PERFORMANCE

4.1. LOWER TIER SUBRECIPIENT shall perform and complete the Services according to the schedules and deadlines in the “Food Service Specifications” (“Exhibit F”).

4.2. Force Majeure. If an event or condition constituting a “force majeure”— including an act of God, labor dispute, civil unrest, epidemic, or natural disaster— prevents or delays a PARTY from performing or fulfilling an obligation under this Lower Tier Subaward, the PARTY is not in Default, under Paragraph 13.1 of this Lower Tier Subaward, of the obligation. A delay beyond a PARTY’s control automatically extends the time, in an amount equal to the period of the delay, for the PARTY to perform the obligation under this Lower Tier Subaward. The PARTIES shall prepare and sign an appropriate document acknowledging any extension of time under this Paragraph.

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5.0 PERSONNEL

5.1. Project Management. Each PARTY shall appoint a Project Manager. The Project Managers shall meet as needed to coordinate, review, and ensure LOWER TIER SUBRECIPIENT’s performance under this Lower Tier Subaward.

SUBRECIPIENT’s Project Manager will oversee the administration of LOWER TIER SUBRECIPIENT’s tasks under this Lower Tier Subaward.

5.2. Personnel.
(A) LOWER TIER SUBRECIPIENT’s project team shall work under the direction of the following key personnel Joel Medina, HAACP Food Services Manager and Jose Vargas Food Service Director. LOWER TIER SUBRECIPIENT shall minimize changes to its key personnel. SUBRECIPIENT may request key personnel changes, and SUBRECIPIENT may review and approve key personnel changes proposed by LOWER TIER SUBRECIPIENT. SUBRECIPIENT will not unreasonably withhold approval of key personnel assignments and changes.
(B) LOWER TIER SUBRECIPIENT Personnel shall:
(1) Comply fully with Los Angeles County Code Title 2 - Administration, Division 4, Chapter 2.212 (COVID-19
Vaccinations of County Contractor Personnel), and Los
Angeles County’s Subaward Requirements for COVID-19
Vaccinations of County Contractor Personnel (Exhibit K); and (2) Submit to SUBRECIPIENT, when LOWER TIER SUBRECIPIENT signs this Lower Tier Subaward, a completed COVID-19
Vaccination Certification of Compliance (Exhibit L).

5.3. Use of Agents or Assistants. With SUBRECIPIENT’s prior written approval, LOWER TIER SUBRECIPIENT may employ, engage, or retain the services of persons or entities (“Subcontractors”) that LOWER TIER SUBRECIPIENT may deem proper to aid or assist in the proper performance of LOWER TIER SUBRECIPIENT’s duties. SUBRECIPIENT is an intended beneficiary of all work that the Subcontractors perform for purposes of establishing a duty of care between the Subcontractors and SUBRECIPIENT. LOWER TIER SUBRECIPIENT is as responsible for the performance of its Subcontractors as it would be if it had rendered the Services itself. All costs of the tasks performed or the expenses incurred by the Subcontractors are chargeable directly to LOWER TIER SUBRECIPIENT. Nothing in this Lower Tier Subaward constitutes or creates a contractual relationship between SUBRECIPIENT and anyone other than LOWER TIER SUBRECIPIENT.

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5.4. Independent Contractor.
(A) LOWER TIER SUBRECIPIENT understands and acknowledges that LOWER TIER SUBRECIPIENT is an independent contractor, not an employee, partner, agent, or principal of SUBRECIPIENT. This Lower Tier Subaward does not create a partnership, joint venture, association, or employer-employee relationship between the PARTIES. At its own expense, LOWER TIER SUBRECIPIENT is responsible for providing compensation; employment benefits; disability, unemployment, and other insurance; workers’ compensation; training; permits and licenses; and office space for LOWER TIER SUBRECIPIENT and for LOWER TIER SUBRECIPIENT’s employees and Subcontractors. LOWER TIER SUBRECIPIENT has, and shall retain, the right to exercise full control over the employment, direction, compensation, and discharge of all persons whom LOWER TIER SUBRECIPIENT uses in performing the Services under this Lower Tier Subaward. LOWER TIER SUBRECIPIENT shall provide the Services in LOWER TIER SUBRECIPIENT’s own manner and method, except as this Lower Tier Subaward specifies. LOWER TIER SUBRECIPIENT shall treat a provision in this Lower Tier Subaward that may appear either to give SUBRECIPIENT the right to direct LOWER TIER SUBRECIPIENT as to the details of doing the work, or to exercise a measure of control over the work, as giving LOWER TIER SUBRECIPIENT direction only as to the work’s end result. (B) LOWER TIER SUBRECIPIENT shall indemnify, defend (including LOWER TIER SUBRECIPIENT’s providing and paying for legal counsel for SUBRECIPIENT), and hold harmless SUBRECIPIENT for any obligation; claim; suit; demand for tax or retirement contribution, including any contribution or payment to the Public Employees Retirement System (PERS); social security; salary or wages; overtime, penalty, or interest payment; or workers’ compensation payment that SUBRECIPIENT may be required to make on behalf of LOWER TIER SUBRECIPIENT , an employee of LOWER TIER SUBRECIPIENT , or any employee of LOWER TIER SUBRECIPIENT construed to be an employee of SUBRECIPIENT, for the work done under this Lower Tier Subaward.

5.5. Non-Discrimination in Employment. LOWER TIER SUBRECIPIENT shall not discriminate against any employee or person who is subject to this Lower Tier Subaward because of race, color, religion, religious belief, national origin, ancestry, citizenship, age, sex, sexual orientation, gender identity, gender expression, marital status, pregnancy, parenthood, medical condition, physical or mental disability, genetic information, or military or veteran status.

5.6. Disability Access Laws. CONSULANT represents and certifies that the Services that LOWER TIER SUBRECIPIENT performs under this Lower Tier Subaward fully conform to all applicable disability access and design laws, regulations, and standards— including the Americans with Disabilities Act (42 U.S.C. Sections 12101 et seq.) and Title 24 of the California Code of Regulations— when the Scope of Work requires or calls for compliance with those laws, regulations, or standards.

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5.7. Prevailing Wage Laws. Services by persons deemed to be employees of LOWER TIER SUBRECIPIENT possibly may be subject to prevailing wage, payroll records, apprenticeship, and contract award reporting requirements under California Labor Code Sections 1770-1781 (collectively, “prevailing wage laws”).

LOWER TIER SUBRECIPIENT’s sole responsibility is to comply with those requirements, should they apply. If a dispute based upon the prevailing wage laws occurs, LOWER TIER SUBRECIPIENT, at its expense, shall indemnify, defend (including LOWER TIER SUBRECIPIENT’s providing and paying for legal counsel for SUBRECIPIENT), and hold harmless SUBRECIPIENT, its officers, agents, employees, and representatives from and against all liability, claims, suits, demands, damages, fines, penalties, wages, costs, or expenses pertaining to the prevailing wage laws.

5.8. Workers’ Compensation. LOWER TIER SUBRECIPIENT
understands and acknowledges that all persons furnishing services to SUBRECIPIENT under this Lower Tier Subaward are, for the purpose of workers’ compensation liability, employees solely of LOWER TIER SUBRECIPIENT and not of SUBRECIPIENT. In performing the Services or the work under this Lower Tier Subaward, LOWER TIER SUBRECIPIENT is liable for providing workers’ compensation benefits to LOWER TIER SUBRECIPIENT’s employees, or anyone whom LOWER TIER SUBRECIPIENT directly or indirectly hires, employs, or uses. SUBRECIPIENT is not responsible for any claims at law or in equity caused by LOWER TIER SUBRECIPIENT’s failure to comply with this Paragraph.

5.9. Executive Order N-6-22 – Russia Sanctions.
(A) SUBRECIPIENT may be using State of California grant funds for this Lower Tier Subaward. Accordingly, because SUBRECIPIENT may be paying, awarding, or providing LOWER TIER SUBRECIPIENT with that State grant money, in whole or in part, LOWER TIER SUBRECIPIENT must fully comply with the Governor’s March 4, 2022, Executive Order N-6-22 (https://www.gov.ca.gov/wp-content/uploads/2022/03/3.4.22- Russia-Ukraine-Executive-Order.pdf) (“State Executive Order”). The State Executive Order concerns economic sanctions (“Economic Sanctions”) and other sanctions imposed by the U.S. government, and the State of California, in response to Russia’s actions in Ukraine.
(B) LOWER TIER SUBRECIPIENT is solely responsible for reviewing the State Executive Order in full and complying with its requirements, as applicable.

LOWER TIER SUBRECIPIENT states and represents that LOWER TIER SUBRECIPIENT has read the State Executive Order, is not the subject or target of any Economic Sanctions, and will comply with any request to report information or submit documents to the State, or SUBRECIPIENT, or both, before or after the expiration, termination, or cancellation of this Lower Tier Subaward. (C) At any time and upon written notice to LOWER TIER
SUBRECIPIENT, SUBRECIPIENT, in its sole discretion, may either immediately invoke any one or more of the remedies listed in Paragraph 13.3 for Default under Paragraph

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under Paragraph 13.4, if SUBRECIPIENT determines that any one or more of the following circumstances or events have occurred:
(1) LOWER TIER SUBRECIPIENT is the subject or target of Economic Sanctions;
(2) LOWER TIER SUBRECIPIENT is conducting prohibited
transactions with sanctioned individuals or entities; or (3) LOWER TIER SUBRECIPIENT has failed to comply, in any manner, with the State Executive Order.

6.0 FACILITIES

6.1. SUBRECIPIENT shall provide LOWER TIER SUBRECIPIENT with access to and use of the kitchen facilities at the Adult Recreation Center for meal preparation, and access to the community centers specified in the “Food Service Specifications” (“Exhibit F”) for meal deliveries. LOWER TIER SUBRECIPIENT shall provide all other facilities necessary to fully perform and complete the Services.

6.2. LOWER TIER SUBRECIPIENT shall pay for any damage to SUBRECIPIENT property, facilities, structures, or streets arising out of LOWER TIER SUBRECIPIENT’s use, occupation, operation, or activities in, upon, under, or over any portion of them.

7.0 PAYMENT

7.1. SUBRECIPIENT’s payment to LOWER TIER SUBRECIPIENT will be based upon LOWER TIER SUBRECIPIENT’s “Meal Rates” (“Exhibit H”), which is contained in LOWER TIER SUBRECIPIENT’s Proposal (“Exhibit C”). Except as itemized in SUBRECIPIENT’s RFP or LOWER TIER SUBRECIPIENT’s “Meal Rates,” LOWER TIER SUBRECIPIENT shall pay for all expenses, including reimbursable or out-of-pocket expenses, that LOWER TIER SUBRECIPIENT incurs in performing the Services. The “Meal Rates,” including price per meal, will remain in effect for the Lower Tier Subaward’s initial term and renewal term.

7.2. Fee. For the Services that LOWER TIER SUBRECIPIENT provides under this Lower Tier Subaward, SUBRECIPIENT shall pay LOWER TIER SUBRECIPIENT as follows:

MEAL TYPE PRICE PER MEAL
Hot/Cold Meals / Boxed Lunches Prepared $4.56
Frozen, Home Meals Delivered $4.75
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7.3. SUBRECIPIENT shall pay for the Services in monthly installments.

Each installment will be payable upon satisfactory performance and completion, in SUBRECIPIENT’s determination, of the Services.

7.4. Maximum Cost. LOWER TIER SUBRECIPIENT expressly
acknowledges that the total cost to complete all Services under this Lower Tier Subaward must not exceed two million dollars ($2,000,000.00) during the initial term (“Maximum Cost”). When LOWER TIER SUBRECIPIENT has billed 75% of the Maximum Cost, LOWER TIER SUBRECIPIENT shall provide written notice to SUBRECIPIENT’s Project Manager that LOWER TIER SUBRECIPIENT has expended 75% of the Maximum Cost.

7.5. If SUBRECIPIENT requires additional work not included in this Lower Tier Subaward, LOWER TIER SUBRECIPIENT and SUBRECIPIENT shall negotiate the additional work, mutually agree on the amount of additional compensation, and memorialize the terms in either a separate written contract or an amendment to this Lower Tier Subaward.

7.6. Invoices. LOWER TIER SUBRECIPIENT shall submit:
(A) An original, itemized invoice to SUBRECIPIENT for approval, before receiving compensation. All invoices must contain:
(1) The word “INVOICE”;
(2) An invoice number;
(3) An invoice date;
(4) The words “BILL TO: City of Glendale”;
(5) The SUBRECIPIENT-issued contract number;
(6) The number, type, and date of meals served, the cost per meal, and the totally monthly costs;
(7) The total phase or Services costs to date;
(8) The total amount due on the invoice; and
(9) Payment instructions (“Make payable to___” or “Remit to___”). (B) The invoice:
(1) At no more than monthly intervals; and
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(2) Directly to SUBRECIPIENT’s Finance Department in one of the following two ways:

Option 1: Electronically via:
https://www.glendaleca.gov/government/depart
ments/finance/accounting/invoice-submittal
LOWER TIER SUBRECIPIENT shall:
 Prepare the invoices in PDF format; and
 Submit only one (1) invoice per PDF file.

Submitting multiple invoices in a single PDF file,
or submitting an invoice without the
SUBRECIPIENT- issued contract number, will
cause a delay in payment.

Option 2: By mail to the following address:

City of Glendale
Attn: Accounts Payable
141 N. Glendale Ave, Room 346
Glendale, CA 91206

7.7. Taxes. LOWER TIER SUBRECIPIENT shall pay all applicable (federal, state, county, local, SUBRECIPIENT) excise, sales, consumer use, possessory interest, or other similar taxes required by law that are levied upon this Lower Tier Subaward or upon the Services that LOWER TIER SUBRECIPIENT’s performs under this Lower Tier Subaward.

8.0 AUDIT BY SUBRECIPIENT

8.1. During this Lower Tier Subaward’s Term and for a period of four (4) years after the expiration, cancellation, or termination of this Lower Tier Subaward, or any extension of it, LOWER TIER SUBRECIPIENT shall:
(A) Keep and maintain, in their original form, all records, books, papers, or documents related to LOWER TIER SUBRECIPIENT’s performance of this Lower Tier Subaward; and
(B) Permit SUBRECIPIENT or its authorized representatives, at all reasonable times, to have access to, examine, audit, excerpt, copy, photocopy, photograph, or transcribe all records, books, papers, or documents related to LOWER TIER SUBRECIPIENT’s performance of this Lower Tier Subaward, including: direct and indirect charges, and detailed documentation, for work LOWER TIER SUBRECIPIENT has performed or will perform under this Lower Tier Subaward.

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9.0 DATA, RECORDS, PROPRIETARY RIGHTS

9.1. Copies of Data. LOWER TIER SUBRECIPIENT shall provide SUBRECIPIENT with copies or originals of all data that LOWER TIER SUBRECIPIENT generates, uses, collects, or stores in relation to all work associated with this Lower Tier Subaward. Data that LOWER TIER SUBRECIPIENT generates, uses, collects, stores, or provides must be in a form acceptable to, and agreed upon by, SUBRECIPIENT.

9.2. Ownership and Use.
(A) Unless SUBRECIPIENT states otherwise in writing, each document— including each report, draft, record, drawing, or specification (collectively, “work product”)— that LOWER TIER SUBRECIPIENT prepares, reproduces, or causes its preparation or reproduction for this Lower Tier Subaward is SUBRECIPIENT’s exclusive property.
(B) LOWER TIER SUBRECIPIENT acknowledges that its use of the work product is limited to the purposes contemplated by the Scope of Work. LOWER TIER SUBRECIPIENT makes no representation of the work product’s application to, or suitability for use in, circumstances not contemplated by the Scope of Work.

9.3. Intellectual Property.
(A) If LOWER TIER SUBRECIPIENT uses or incorporates patented, trademarked, copyrighted, or proprietary work, ideas, or products— in whole or in part— into LOWER TIER SUBRECIPIENT’s work product, LOWER TIER SUBRECIPIENT represents that:
(1) LOWER TIER SUBRECIPIENT’s work product does not
infringe on any patent, copyright, trademark, trade name, or proprietary right of any person, organization, or entity; and (2) LOWER TIER SUBRECIPIENT holds the patent, trademark, copyright or proprietary right to the work, idea, or product; or (3) LOWER TIER SUBRECIPIENT is licensed to use the
patented, trademarked, copyrighted, or proprietary work, idea, or product.
(B) Unless SUBRECIPIENT states otherwise in writing, all proprietary rights or intellectual property rights, including copyrights, that arise from creation of the work under this Lower Tier Subaward vest in SUBRECIPIENT. LOWER TIER SUBRECIPIENT waives and relinquishes all claims to proprietary rights and intellectual property rights, including copyrights, in favor of SUBRECIPIENT. (C) Without SUBRECIPIENT’s prior written approval, LOWER TIER SUBRECIPIENT shall not use, reproduce, or display SUBRECIPIENT’s corporate insignia in any document or medium, including: an advertisement, promotional material, DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 106 of 1182

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television or radio commercial, social media, or the internet or LOWER TIER SUBRECIPIENT’s website.
(D) LOWER TIER SUBRECIPIENT shall indemnify, defend (including LOWER TIER SUBRECIPIENT’s providing and paying for legal counsel for SUBRECIPIENT), and hold harmless SUBRECIPIENT, its officers, agents, employees, and representatives from and against all liability, claims, suits, demands, damages, royalties, fines, penalties, costs, or expenses arising out of or alleging any infringement or misappropriation of a patent, copyright, trade secret, trade name, trademark, or other intellectual property right or proprietary right.

9.4. Confidentiality. LOWER TIER SUBRECIPIENT shall not use any information that it obtains from performing the Services for any purpose other than for fulfillment of LOWER TIER SUBRECIPIENT’s Scope of Work. Without SUBRECIPIENT’s prior written authorization, LOWER TIER SUBRECIPIENT shall not disclose or publish— or authorize, permit, or allow others to disclose or publish— data, drawings, designs, specifications, reports, or other information relating to the Services or the work that SUBRECIPIENT assigns to LOWER TIER SUBRECIPIENT or to which LOWER TIER SUBRECIPIENT has access.

9.5. Public Records Act.
(A) LOWER TIER SUBRECIPIENT acknowledges that this Lower Tier Subaward is a public record. This Lower Tier Subaward, its Exhibits, and all documents produced under this Lower Tier Subaward are subject to the California Public Records Act (Government Code Sections 6250 et seq.), including its exemptions. LOWER TIER SUBRECIPIENT acknowledges that SUBRECIPIENT has no obligation to notify LOWER TIER SUBRECIPIENT when a request for records is received. (B) LOWER TIER SUBRECIPIENT shall identify in advance all records, or portions of them, that LOWER TIER SUBRECIPIENT believes are exempt from production under the Public Records Act.
(C) If LOWER TIER SUBRECIPIENT claims a privilege against public disclosure or otherwise objects to the records’ disclosure, then:
(1) LOWER TIER SUBRECIPIENT may, when notified by
SUBRECIPIENT of the request, seek protection from
disclosure by timely applying for relief in a court of
competent jurisdiction; or
(2) SUBRECIPIENT may either decline to produce the
requested information, or redact portions of the documents and produce the redacted records.

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(D) If LOWER TIER SUBRECIPIENT fails to identify one or more protectable documents, in SUBRECIPIENT’s sole discretion, and without its being in breach of this Lower Tier Subaward or its incurring liability to LOWER TIER SUBRECIPIENT, SUBRECIPIENT may produce the records— in whole, in part, or redacted— or may decline to produce them.
(E) LOWER TIER SUBRECIPIENT shall indemnify, defend (including LOWER TIER SUBRECIPIENT’s providing and paying for legal counsel for SUBRECIPIENT), and hold harmless SUBRECIPIENT, its officers, agents, employees, and representatives from and against all liability, claims, suits, demands, damages, fines, penalties, costs, or expenses arising out of or alleging SUBRECIPIENT’s refusal to publicly disclose one or more records that LOWER TIER SUBRECIPIENT identifies as protectable, or asserts is protectable.

10.0 CONFLICT OF INTEREST; CAMPAIGN CONTRIBUTIONS

10.1. Conflict of Interest. LOWER TIER SUBRECIPIENT represents and certifies that:
(A) LOWER TIER SUBRECIPIENT’s personnel are not currently officers, agents, employees, representatives, or elected officials of SUBRECIPIENT; (B) LOWER TIER SUBRECIPIENT will not employ or hire a
SUBRECIPIENT officer, agent, employee, representative, or elected official during this Lower Tier Subaward’s Term;
(C) SUBRECIPIENT’s officers, agents, employees, representatives, and elected officials do not, and will not, have any direct or indirect financial interest in this Lower Tier Subaward; and
(D) During this Lower Tier Subaward’s Term, LOWER TIER
SUBRECIPIENT will inform SUBRECIPIENT promptly about an existing or potential conflict of interest that may arise as a result of any change in circumstances.

10.2. Campaign Contributions.
(A) LOWER TIER SUBRECIPIENT and its Subcontractors shall fully comply with Glendale Municipal Code Section 1.10.060, which places limitations on LOWER TIER SUBRECIPIENT’s and its Subcontractors’ ability to make campaign contributions to certain elected SUBRECIPIENT officials or candidates for elected City office. Specifically, Section 1.10.060 prohibits:
(1) A contractor (including a LOWER TIER SUBRECIPIENT )― who has a contract with the City of Glendale, Glendale
Successor Agency, or the Housing Authority of the City of Glendale and that contract is subject to approval by the City Council, Successor Agency, or Housing Authority― from
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making a contribution to a City Council member, City Clerk, or City Treasurer, when the contract has a total anticipated or actual value of $50,000 or more, or a combination or series of contracts having a value of $50,000 or more; and (2) A City Council member, Successor Agency member, or
Housing Authority member from voting on a contract in which a contractor (or a Subcontractor) has provided a campaign contribution.
(B) LOWER TIER SUBRECIPIENT acknowledges that even if the Maximum Cost in Paragraph 7.4 of this Lower Tier Subaward is less than $50,000, LOWER TIER SUBRECIPIENT still may be subject to the campaign contribution limitations in Glendale Municipal Code Section 1.10.060, when:
(1) LOWER TIER SUBRECIPIENT and SUBRECIPIENT
amend the Scope of Work in this Lower Tier Subaward
which increases the Maximum Cost to equal or exceed
$50,000; or
(2) SUBRECIPIENT, Glendale Successor Agency, or the Housing Authority awards LOWER TIER SUBRECIPIENT another
contract which has a total anticipated or actual value of $50,000 or more, or awards LOWER TIER SUBRECIPIENT a
combination or series of contracts which have a value of $50,000 or more.
(C) LOWER TIER SUBRECIPIENT represents and certifies that:
(1) LOWER TIER SUBRECIPIENT has read and fully
understands the provisions of Glendale Municipal Code
Section 1.10.060;

(2) LOWER TIER SUBRECIPIENT will not: (a) make a
prohibited campaign contribution to an individual holding City of Glendale elective office; or (b) otherwise violate Glendale Municipal Code Section 1.10.060; and
(3) LOWER TIER SUBRECIPIENT shall timely complete, return, and update one or more disclosure or reporting forms that SUBRECIPIENT provides.

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11.0 INSURANCE

11.1. When LOWER TIER SUBRECIPIENT signs and delivers this Lower Tier Subaward to SUBRECIPIENT, and during this Lower Tier Subaward’s Term, LOWER TIER SUBRECIPIENT shall furnish SUBRECIPIENT with insurance forms that fully meet the requirements of— and contain provisions entirely consistent with— all of the “Insurance Requirements,” which are attached as “Exhibit I” (I-1 through I-8) to this Lower Tier Subaward and are incorporated into it by this reference.

11.2. This Lower Tier Subaward’s insurance provisions:
(A) Are separate and independent from the indemnification and defense provisions in Article 12.0 of the Lower Tier Subaward; and (B) Do not limit, in any way, the applicability, scope, or obligations of the indemnification and defense provisions in Article 12.0 of the Lower Tier Subaward.

12.0 INDEMNITY

12.1. To the maximum extent permitted by law— including, but not limited to, California Civil Code Section 2778— LOWER TIER SUBRECIPIENT , its employees, agents, LOWER TIER SUBRECIPIENTS, and persons whom LOWER TIER SUBRECIPIENT employs or hires (individually and collectively, “LOWER TIER SUBRECIPIENT INDEMNITOR”) shall indemnify, defend, and hold harmless SUBRECIPIENT, its officers, agents, employees, and representatives (individually and collectively, “SUBRECIPIENT INDEMNITEE”) from and against a “liability” [as defined in Subparagraph (A) below], or an “expense” [as defined in Subparagraph (B) below], or both, that arise out of, pertain to, or relate to an act, error, or omission of a LOWER TIER SUBRECIPIENT INDEMNITOR:
(A) “Liability” means claims, suits, actions, causes of action, proceedings, judgments, decrees, awards, settlements, liens, losses, damages, injuries, or liability of any kind, whether the liability is:
(1) Actual or alleged;
(2) In contract or in tort; or
(3) For bodily injury (including accidental death), personal injury, advertising injury, or property damage.
(B) “Expense” means fees, costs, sums, penalties, fines, charges, or expenses of any kind, including:
(1) Attorney’s fees;
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(2) Costs of an investigation, litigation, arbitration, mediation, administrative or regulatory proceeding, or appeal;
(3) Fees of an accountant, expert witness, consultant, or other professional; and
(4) Pre or post: judgment interest or settlement interest.

12.2. Under this Article, LOWER TIER SUBRECIPIENT INDEMNITOR’s defense and indemnification obligations:
(A) Apply to a liability, or an expense, or both, that arise out of, pertain to, or relate to the actual or alleged passive negligence of a SUBRECIPIENT INDEMNITEE; but
(B) Do not apply to a liability, or an expense, or both, that arise out of, pertain to, or relate to the sole active negligence or willful misconduct of a SUBRECIPIENT INDEMNITEE.

12.3. To the extent that LOWER TIER SUBRECIPIENT INDEMNITOR’s insurance policy provides an upfront defense to a SUBRECIPIENT INDEMNITEE, LOWER TIER SUBRECIPIENT INDEMNITOR’s obligation to defend a SUBRECIPIENT INDEMNITEE under this Article:
(A) Means that LOWER TIER SUBRECIPIENT INDEMNITOR shall provide and pay for legal counsel, acceptable to SUBRECIPIENT, for the SUBRECIPIENT INDEMNITEE;
(B) Occurs when a claim, suit, complaint, pleading, or action against a SUBRECIPIENT INDEMNITEE arises out of, pertains to, relates to, or asserts an act, error, or omission of LOWER TIER SUBRECIPIENT INDEMNITOR; and (C) Arises regardless of whether a claim, suit, complaint, pleading, or action specifically names or identifies LOWER TIER SUBRECIPIENT INDEMNITOR.

12.4. Paragraph 12.3 does not limit or extinguish LOWER TIER SUBRECIPIENT INDEMNITOR’s obligation to reimburse a SUBRECIPIENT INDEMNITEE for the costs of defending the SUBRECIPIENT INDEMNITEE against a liability, or an expense, or both. The defense costs charged to LOWER TIER SUBRECIPIENT INDEMNITOR will not exceed LOWER TIER SUBRECIPIENT INDEMNITOR’s proportionate percentage of fault. A SUBRECIPIENT INDEMNITEE’s right to recover defense costs and attorney’s fees under this Article does not require, and is not contingent upon, the SUBRECIPIENT INDEMNITEE’s first:
(A) Requesting that LOWER TIER SUBRECIPIENT INDEMNITOR
provide a defense to the SUBRECIPIENT INDEMNITEE; or
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(B) Obtaining LOWER TIER SUBRECIPIENT INDEMNITOR’s consent to the SUBRECIPIENT INDEMNITEE’s tender of defense.

12.5. If LOWER TIER SUBRECIPIENT subcontracts all or any portion of the Services under this Lower Tier Subaward, LOWER TIER SUBRECIPIENT shall provide SUBRECIPIENT with a written agreement from each Subcontractor, who must indemnify, defend, and hold harmless a SUBRECIPIENT INDEMNITEE under the terms in this Article.

12.6. LOWER TIER SUBRECIPIENT INDEMNITOR’s obligation to indemnify, defend, and hold harmless a SUBRECIPIENT INDEMNITEE will remain in effect and will be binding upon LOWER TIER SUBRECIPIENT INDEMNITOR whether the liability, or the expense, or both, accrues— or is discovered— before or after this Lower Tier Subaward’s expiration, cancellation, or termination.

12.7. Except for Paragraph 12.3, this Article’s indemnification and defense provisions:
(A) Are separate and independent from the insurance provisions in Article 11. In addition, the indemnification and defense provisions in this Article; (B) Are neither limited to nor capped at the coverage amounts that SUBRECIPIENT now, or at a later date, specifies under the insurance provisions in Article 11.0; and
(C) Do not limit, in any way, the applicability, scope, or obligations of the insurance provisions in Article 11.0.

13.0 DEFAULT, REMEDIES, AND TERMINATION

13.1. Default. Default under this Lower Tier Subaward occurs upon any one or more of the following events:
(A) LOWER TIER SUBRECIPIENT refuses or fails— whether partially, fully, temporarily, or otherwise— to:
(1) Provide, obtain, or maintain enough properly trained personnel, or licensed personnel, or both, to perform the Services that this Lower Tier Subaward requires;
(2) Pay for, obtain, maintain, or renew the insurance policies or coverages that this Lower Tier Subaward requires;
(3) Comply with indemnification, defense, or hold harmless provisions that this Lower Tier Subaward requires; or
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(B) LOWER TIER SUBRECIPIENT, or its personnel, or both— whether partially, fully, temporarily, or otherwise:
(1) Disregards or violates a law, ordinance, rule, procedure, regulation, directive, or order;
(2) Refuses or fails to pay for, obtain, maintain, or renew requisite licenses;
(3) Refuses or fails to observe, perform, or fulfill a covenant, condition, obligation, term, or provision of this Lower Tier Subaward;
(4) Commits an unlawful, false, fraudulent, dishonest, deceptive, or dangerous act while performing the Services under this Lower Tier Subaward; or
(C) LOWER TIER SUBRECIPIENT:
(1) Or another party for or on behalf of LOWER TIER
SUBRECIPIENT: institutes proceedings under any
bankruptcy, reorganization, receivership or other insolvency; or assigns or transfers assets to its creditors;
(2) Delegates— whether in whole, in part, temporarily, or otherwise— its duties or obligations under this Lower Tier Subaward, without notifying SUBRECIPIENT, or without
SUBRECIPIENT’s written authorization;
(3) Assigns, transfers, pledges, hypothecates, grants, or encumbers— whether in whole, in part, temporarily, or
otherwise— this Lower Tier Subaward or any interest in it, without notifying SUBRECIPIENT, or without
SUBRECIPIENT’s written authorization;
(4) Or one of its partners, directors, officers, or general managers, or a person who exercises managerial authority on LOWER TIER SUBRECIPIENT’s behalf, is convicted
(i.e., a plea of guilty, a verdict of guilty by a judge or jury, a plea of nolo contendere, or a forfeiture of bail) under state or federal law, during this Lower Tier Subaward’s Term, of embezzlement, theft, fraud, forgery, bribery, deceptive or unlawful business practices, perjury, falsifying or destroying records or evidence, receiving stolen property, or other offense indicating a lack of business integrity or business honesty; or
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(D) Any other justifiable cause or reason, as reasonably determined by the City Manager, or a designee.

13.2. Notice of Default. If SUBRECIPIENT deems that LOWER TIER SUBRECIPIENT is in Default, or that LOWER TIER SUBRECIPIENT has failed in any other respect to perform satisfactorily the Services specified in this Lower Tier Subaward, SUBRECIPIENT may give written notice to LOWER TIER SUBRECIPIENT specifying the Default(s) that LOWER TIER SUBRECIPIENT shall remedy within ten (10) days after receiving the notice. The Notice of Default will set forth one or more bases for any dissatisfaction and may suggest corrective measures.

13.3. Remedies upon Default. Within ten (10) days after receiving SUBRECIPIENT’s Notice of Default, if LOWER TIER SUBRECIPIENT refuses or fails to remedy the Default(s), or if LOWER TIER SUBRECIPIENT does not commence steps to remedy the Default(s) to SUBRECIPIENT’s reasonable satisfaction, SUBRECIPIENT may exercise any one or more of the following remedies:
(A) SUBRECIPIENT may, in whole or in part and for any length of time, immediately suspend this Lower Tier Subaward until such time as LOWER TIER SUBRECIPIENT has corrected the Default;
(B) SUBRECIPIENT may provide for the Services either through its own forces or from another contractor or vendor, and may withhold any money due (or may become owing to) LOWER TIER SUBRECIPIENT for a task related to the claimed Default; (C) SUBRECIPIENT may withhold all moneys, or a sum of money, due LOWER TIER SUBRECIPIENT under this Lower Tier Subaward, which in SUBRECIPIENT’s sole determination, are sufficient to secure LOWER TIER SUBRECIPIENT’s performance of its duties and obligations under this Lower Tier Subaward;
(D) SUBRECIPIENT may immediately terminate the Lower Tier Subaward;
(E) SUBRECIPIENT may exercise any legal remedy, or equitable remedy, or both, including filing and action in court:
(1) Seeking LOWER TIER SUBRECIPIENT’s specific
performance of all or any part of this Lower Tier Subaward; or (2) Recovering damages for LOWER TIER SUBRECIPIENT’s
Default, breach, or violation of this Lower Tier Subaward; or (F) SUBRECIPIENT may pursue any other available, lawful right, remedy, or action.

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13.4. Termination for Convenience. Independent of the remedies provided in Paragraph 13.3, SUBRECIPIENT may elect to terminate this Lower Tier Subaward at any time upon thirty (30) days’ prior written notice. On and after the termination date, LOWER TIER SUBRECIPIENT shall stop performing the Services. Upon termination, LOWER TIER SUBRECIPIENT shall receive compensation only for that work which LOWER TIER SUBRECIPIENT had satisfactorily completed to the termination date.

SUBRECIPIENT shall not pay LOWER TIER SUBRECIPIENT for de-mobilization, takedown, disengagement, wind-down, or other costs incurred arising out of this Lower Tier Subaward’s termination.

14.0 GENERAL PROVISIONS

14.1. Entire Agreement. This Lower Tier Subaward represents the entire and integrated agreement between the PARTIES. This Lower Tier Subaward supersedes all prior and contemporaneous communications, negotiations, understandings, promises and agreements, either oral or written. Neither LOWER TIER SUBRECIPIENT nor SUBRECIPIENT has made any promises or representations, other than those contained in this Lower Tier Subaward or those implied by law. The PARTIES may modify this Lower Tier Subaward, or any part of it, by a written amendment with SUBRECIPIENT’s and LOWER TIER SUBRECIPIENT’s signature.

14.2. Interpretation.
(A) This Lower Tier Subaward is the product of negotiation and compromise by both PARTIES. Every provision in this Lower Tier Subaward must be interpreted as though the PARTIES equally participated in its drafting. Therefore, despite the provisions in California Civil Code Section 1654, if this Lower Tier Subaward’s language is uncertain, the Lower Tier Subaward must not be construed against the PARTY causing the uncertainty to exist.
(B) In interpreting this Lower Tier Subaward and resolving any ambiguities, this Lower Tier Subaward will take precedence over any cover page or attachments. If a conflict occurs between a provision in this Lower Tier Subaward and a provision in an attachment, the following order of precedence applies, with the terms and conditions in the document higher on the list governing over those lower on the list:
(1) Lower Tier Subaward.
(2) Exhibit A– (City of Glendale (SUBAWARD) with County of Los Angeles Aging and Disabilities Department).
(3) Exhibit J – (City of Glendale (Statement of Work) with County of Los Angeles Aging and Disabilities Department).
(4) Exhibit K – (Los Angeles County’s Subaward Requirements for COVID-19 Vaccinations of County Contractor Personnel).
(5) Exhibit L – (COVID-19 Vaccination Certification of Compliance). (6) Exhibit I – (Insurance Requirements).

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(7) Exhibit B – (SUBRECIPIENT’s Request for Proposals). (8) Exhibit H – (Meal Rates).
(9) Exhibit F – (Food Service Specifications).
(10) Exhibit G– (Menu Writing Specifications).
(11) Exhibit C – (LOWER TIER SUBRECIPIENT’s Proposal).
(12) Exhibit D – (City Council Motion).
(13) Exhibit E – (Notice of Intent to Award Contract).
(C) Unless the contexts requires otherwise, the term “including” means “including but not limited to.”

14.3. Headings. All headings or captions in this Lower Tier Subaward are for convenience and reference only. They are not intended to define or limit the scope of any term, condition, or provision.

14.4. Governing Law; Conflict of Law; Jurisdiction.
(A) California’s laws govern this Lower Tier Subaward’s construction and interpretation regardless of the laws that might otherwise apply under applicable principles of conflicts of law or choice of law.
(B) If LOWER TIER SUBRECIPIENT or SUBRECIPIENT brings a lawsuit to enforce or interpret one or more provisions of the Lower Tier Subaward, jurisdiction is in the Superior Court of the County of Los Angeles, California, or where otherwise appropriate, in the United States District Court, Central District of California.

LOWER TIER SUBRECIPIENT and SUBRECIPIENT acknowledge that the Lower Tier Subaward was made (negotiated, entered into, and executed)— and the Services were performed— in the City of Glendale, which is in Los Angeles County. (C) Unless this Lower Tier Subaward provides otherwise, any reference to laws, ordinances, rules, or regulations include their later amendments, modifications, and successor legislation.

14.5. Waiver of Breach. If a PARTY fails to require the other to perform any term in this Lower Tier Subaward, that failure does not prevent the PARTY from later enforcing that term, or any other term. If a PARTY waives the other’s breach of a term, that waiver is not treated as waiving a later breach of the term. A waiver of a term is valid only if it is in writing and signed by the PARTY waiving it. This Lower Tier Subaward’s duties and obligations:
(A) Are cumulative (rather than alternative) and are in addition to (rather than a limitation on) any option, right, power, remedy, or privilege; and (B) Are not exhausted by a PARTY’s exercise of any one of them.

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14.6. Attorney’s Fees. If SUBRECIPIENT or LOWER TIER
SUBRECIPIENT brings an action at law or in equity to enforce or interpret one or more provisions of this Lower Tier Subaward, the “prevailing party” is entitled to “reasonable attorney’s fees” in addition to any other relief to which the prevailing party may be entitled.

A “prevailing party” has the same meaning as that term is defined in California Code of Civil Procedure Section 1032(a)(4). “Reasonable attorney’s fees” of the City Attorney’s office means the fees regularly charged by private attorneys who:
(A) Practice in a law firm located in Los Angeles County; and (B) Have an equivalent number of years of professional experience in the subject matter area of the law for which the City Attorney’s services were rendered.

14.7. Further Assurances. Upon SUBRECIPIENT’s request at any time, LOWER TIER SUBRECIPIENT shall promptly:
(A) Take further necessary action; and
(B) Sign, acknowledge, and deliver all additional documents as may be reasonable, necessary, or appropriate to carry out this Lower Tier Subaward’s intent, purpose, and terms.

14.8. Assignment, Delegation, and Change of Ownership.
(A) This Lower Tier Subaward does not give any rights or benefits to anyone, other than to SUBRECIPIENT and LOWER TIER SUBRECIPIENT. All duties, obligations, and responsibilities under this Lower Tier Subaward are for the sole and exclusive benefit of SUBRECIPIENT and LOWER TIER SUBRECIPIENT, and are not for the benefit of another person, entity, or organization. Without SUBRECIPIENT’s prior written authorization, LOWER TIER SUBRECIPIENT shall not do any one or more of the following:
(1) Assign or transfer a right or interest— whether in whole, in part, temporarily, or otherwise— in this Lower Tier
Subaward; or
(2) Delegate a duty or obligation owed— whether in whole, in part, temporarily, or otherwise— under this Lower Tier
Subaward.
(B) A change in the legal form of ownership of LOWER TIER SUBRECIPIENT’s business, or in the control of LOWER TIER SUBRECIPIENT’s business, or in both, is deemed to be an assignment under this Lower Tier Subaward.

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(C) Any actual or attempted assignment of rights or delegation of duties by LOWER TIER SUBRECIPIENT, without SUBRECIPIENT’s prior written authorization, is wholly void and totally ineffective for all purposes; and does not postpone, delay, alter, extinguish, or terminate LOWER TIER SUBRECIPIENT’s duties, obligations, or responsibilities under this Lower Tier Subaward. (D) If SUBRECIPIENT consents to an assignment of rights, or a delegation of duties, or both, LOWER TIER SUBRECIPIENT’s assignee or legal representative shall agree in writing to personally assume, perform, and to be bound unconditionally by the covenants, obligations, terms, and conditions in this Lower Tier Subaward.

14.9. Successors and Assigns. Subject to the provisions in Paragraph

14.8, this Lower Tier Subaward is binding on the heirs, executors, administrators, successors, and assigns of the respective PARTIES.

14.10. Time is of the Essence.
(A) Except when this Lower Tier Subaward states otherwise, time is of the essence in this Lower Tier Subaward. LOWER TIER SUBRECIPIENT acknowledges that this Lower Tier Subaward’s time limits and deadlines are reasonable for LOWER TIER SUBRECIPIENT’s performing the Services under this Lower Tier Subaward. (B) Unless this Lower Tier Subaward specifies otherwise, any reference to “day” or “days” means calendar and not business days. If the last day for giving notice or performing an act under this Lower Tier Subaward falls on a weekend, a legal holiday listed in either Glendale Municipal Code Section 3.08.010 or California’s Government Code, or a day when City Hall is closed, the period is extended to and including the next day that SUBRECIPIENT is open for business. A reference to the time of day refers to local time for Glendale, California.

14.11. Recycled Paper. LOWER TIER SUBRECIPIENT shall endeavor to submit all reports, correspondence, and documents related to this Lower Tier Subaward on recycled paper.

14.12. Notices.
(A) Method. The PARTIES shall submit in writing all notices and communications that this Agreement requires or permits, place the notice or communication in a sealed envelope or package for delivery methods (1) through (4) below, and use the following delivery method:
(1) In-person hand-delivery;
(2) Messenger or overnight delivery service;
(3) U.S. mail, first class postage prepaid;
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(4) “Certified” U.S. mail, postage prepaid, return receipt requested; (5) Fax; or
(6) Email.
(B) Receipt of Notice. All written notices or communications done in the manner described in Subparagraph (A) with the street address or place, facsimile number, or email address listed in Subparagraph (C) is considered “given” or “delivered” to a PARTY on the effective date listed below, as noted next to the applicable delivery method:
(1) In-person hand-delivery: The date on which the envelope or package is handed in-person to the PARTY;
(2) Messenger or overnight delivery service: The date on which the PARTY signs for the envelope or package, or refuses to accept it; or the date on which the messenger or overnight delivery service leaves the envelope or package with a
receptionist or an individual in charge of the PARTY’s
office— as noted on the proof of delivery, tracking receipt, or other form;
(3) U.S. mail: The third business day after deposit with the U.S.

Postal Service;
(4) “Certified” U.S. mail: The date on which the PARTY signs for the envelope or package, or refuses to accept it— as noted on the return receipt or other U.S. Postal Service form; (5) Fax: The date of the fax’s transmission— as noted on the fax machine’s activity or transmission report verifying that transmission occurred without error;
(6) Email: The date on which the PARTY acknowledges, by email or other delivery method specified in Subparagraph (A), as having received the email (with an automatic “read receipt” not constituting acknowledgment of an email); or (7) (1) through (4) above — when undeliverable: The date on which the messenger, overnight delivery service, or U.S.

Postal Service mail carrier attempts delivery on the PARTY, but is unable to do so, because the PARTY is no longer at the address and did not give notice of a change in address— as noted on the proof of non-delivery, tracking or return receipt, or other form.

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Attn: Aylin Isayan
Tel. No. (818) 548-3772
Fax. No. (818) 543-0793
Email: [email protected]
LOWER TIER SUBRECIPIENT: TRIO Community Meals, LLC
100 Valley Dr.

Pearl, MS 39208
Attn: John Kirk, President
Tel. No. 844-773-0370
Email: [email protected]

14.13. Survival. This Paragraph and the obligations set forth in Paragraphs

5.4, 5.6, 5.7, 5.8, 5.9, 7.7, 8.1, 9.1, 9.2, 9.3, 9.4, 9.5,11.1, 11.2, 12.1, 12.2, 12.3, 12.4,

12.5, 12.6, 12.7, 13.3, 14.5, 14.6, 14.7, 14.8, 14.9, and 14.12 survive this Lower Tier Subaward’s expiration, cancellation, or termination.

14.14. Severability. The invalidity, in whole or in part, of any term of this Lower Tier Subaward will not affect this Lower Tier Subaward’s remaining terms.

14.15. Counterparts. This Lower Tier Subaward may be executed in counterparts, each of which is an original, but all of which constitutes one and the same document. The PARTIES shall sign a sufficient number of counterparts, so that each PARTY will receive a fully executed original of this Lower Tier Subaward.

14.16. Digital Signatures. The PARTIES deem a copy of this Lower Tier Subaward, or any amendment to it, that bears a digital signature as having the same legal effect, for all purposes, as delivery of a signed original of this Lower Tier Subaward or the amendment, and each digital signature will have the same legal force and effect as a handwritten signature.

14.17. Representations – Authority. The PARTIES represent that:
(A) They have read this Lower Tier Subaward, fully understand its contents, and have received a copy of it;
(B) Through their duly authorized representative, they are authorized to sign this Lower Tier Subaward, and they are bound by its terms; and (C) They have executed this Lower Tier Subaward on the date opposite their signature.

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CITY OF GLENDALE:

By Date:

John Takhtalian
Assistant City Manager
TRIO COMMUNITY MEALS, LLC:

By Date:

John Kirk
President

APPROVED AS TO FORM
NAME:

TITLE:

SIGNATURE:

DATE:

DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE December 1, 2022
Michael Grant
December 1, 2022
Principal Assistant C.A.

December 5, 2022
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28 EXHIBIT LIST
Exhibit A”:
(408 pages) City of Glendale (SUBAWARD and Amendments 1-8) with County of Los Angeles Aging and Disabilities Department
“Exhibit B”: SUBRECIPIENT’s Request for Proposals
(100 pages)
“Exhibit C”: LOWER TIER SUBRECIPIENT’s Proposal
(91 pages)
“Exhibit D”: City Council Motion
(2 pages)
“Exhibit E”: Notice of Intent to Award Contract
(1 pages)
“Exhibit F”: Food Service Specifications
(8 pages)
“Exhibit G”: Menu Writing Specifications
(12 pages)
“Exhibit H”: Meal Rates
(1 pages)
“Exhibit I”: Insurance Requirements
(19 pages)
“Exhibit J”: City of Glendale (Statement of Work) with County of Los Angeles (74 pages) Aging and Disabilities Department
“Exhibit K”: Los Angeles County’s Subaward Requirements for COVID-19 (3 pages) Vaccinations of County Contractor Personnel
“Exhibit L”: COVID-19 Vaccination Certification of Compliance (3 pages)
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TABLE OF CONTENTS

PARAGRAPH TITLE PAGE
SUBAWARD PERIOD JULY 2020 - JUNE 2021
SUBAWARD NUMBER ENP202106

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RECITALS................................................................................................................................ 6

1.0 APPLICABLE DOCUMENTS................................................................................................... 7

2.0 DEFINITIONS AND HEADINGS............................................................................................... 9

3.0 WORK....................................................................................................................................... 9

4.0 TERM OF SUBAWARD............................................................................................................ 10

5.0 SUBAWARD SUM.................................................................................................................... 11

5.1 TOTAL SUBAWARD SUM....................................................................................... 11

5.2 WRITTEN APPROVAL FOR REIMBURSEMENT................................................... 12

5.3 NOTIFICATION OF 75% OF SUBAWARD SUM..................................................... 13

5.4 NO PAYMENT FOR SERVICES PROVIDED FOLLOWING EXPIRATION OR TERMINATION OF SUBAWARD............................................................................. 13

5.5 INVOICES AND PAYMENTS................................................................................... 13

5.6 UNIT RATE ADJUSTMENTS................................................................................... 18

5.7 LIMITATIONS ON USE OF SUBAWARD SUMS..................................................... 19

5.8 OTHER SUBAWARDS............................................................................................ 21

5.9 JOINT FUNDING REVENUES................................................................................. 21

5.10 FEDERAL AWARD INFORMATION........................................................................ 21

5.11 SUBRECIPIENT INDIRECT COSTS....................................................................... 22

5.12 MATCH CONTRIBUTION........................................................................................ 23

5.13 DEFAULT METHOD OF PAYMENT: DIRECT DEPOSIT OR ELECTRONIC FUNDS TRANSFER................................................................................................ 25

6.0 ADMINISTRATION OF SUBAWARD - COUNTY.................................................................... 25

6.1 COUNTY ADMINISTRATION.................................................................................. 25

6.2 COUNTY'S CONTRACT MANAGER....................................................................... 25

6.3 COUNTY'S PROGRAM MANAGER........................................................................ 26

6.4 COUNTY'S COMPLIANCE MANAGER................................................................... 26

6.5 COUNTY'S BUSINESS HOURS.............................................................................. 27

7.0 ADMINISTRATION OF SUBAWARD - SUBRECIPIENT......................................................... 27

7.1 SUBRECIPIENT ADMINISTRATION....................................................................... 27

7.2 SUBRECIPIENT'S PROJECT MANAGER.............................................................. 27

7.3 APPROVAL OF SUBRECIPIENT'S STAFF............................................................. 27

7.4 SUBRECIPIENT'S STAFF IDENTIFICATION......................................................... 27

7.5 BACKGROUND AND SECURITY INVESTIGATIONS............................................ 28

7.6 CONFIDENTIALITY................................................................................................. 30

8.0 STANDARD TERMS AND CONDITIONS................................................................................ 31

8.1 AMENDMENTS........................................................................................................ 31

8.2 ASSIGNMENT AND DELEGATION/MERGERS OR ACQUISITIONS.................... 33

8.3 AUTHORIZATION WARRANTY.............................................................................. 33

8.4 BUDGET REDUCTIONS......................................................................................... 35 DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 124 of 1182

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8.5 COMPLAINTS.......................................................................................................... 35

8.6 COMPLIANCE WITH APPLICABLE LAWS............................................................. 36

8.7 COMPLIANCE WITH CIVIL RIGHTS LAWS........................................................... 37

8.8 COMPLIANCE WITH COUNTY'S JURY SERVICE PROGRAM............................. 38

8.9 CONFLICT OF INTEREST...................................................................................... 39

8.10 CONSIDERATION OF HIRING COUNTY EMPLOYEES TARGETED FOR LAYOFFS OR ON RE-EMPLOYMENT LIST........................................................... 40

8.11 CONSIDERATION OF HIRING GAIN AND GROW PARTICIPANTS..................... 40

8.12 CONTRACTOR RESPONSIBILITY AND DEBARMENT......................................... 40

8.13 CONTRACTOR'S ACKNOWLEDGEMENT OF COUNTY'S COMMITMENT TO THE SAFELY SURRENDERED BABY LAW........................................................... 43

8.14 CONTRACTOR'S WARRANTY OF ADHERENCE TO COUNTY'S CHILD SUPPORT COMPLIANCE PROGRAM................................................................... 43

8.15 COUNTY'S QUALITY ASSURANCE PLAN............................................................. 44

8.16 DAMAGE TO COUNTY FACILITIES, BUILDINGS OR GROUNDS........................ 44

8.17 EMPLOYMENT ELIGIBILITY VERIFICATION......................................................... 44

8.18 FACSIMILE REPRESENTATIONS.......................................................................... 45

8.19 FAIR LABOR STANDARDS..................................................................................... 45

8.20 FORCE MAJEURE.................................................................................................. 45

8.21 GOVERNING LAW, JURISDICTION, AND VENUE................................................ 46

8.22 INDEPENDENT CONTRACTOR STATUS.............................................................. 46

8.23 INDEMNIFICATION................................................................................................. 46

8.24 GENERAL PROVISIONS FOR ALL INSURANCE COVERAGE............................. 46

8.25 INSURANCE COVERAGE....................................................................................... 50

8.26 LIQUIDATED DAMAGES......................................................................................... 52

8.27 MOST FAVORED PUBLIC ENTITY......................................................................... 53

8.28 NON-DISCRIMINATION AND AFFIRMATIVE ACTION.......................................... 53

8.29 NON-EXCLUSIVITY................................................................................................. 54

8.30 NOTICE OF DELAYS.............................................................................................. 54

8.31 NOTICE OF DISPUTES........................................................................................... 55

8.32 NOTICE TO EMPLOYEES REGARDING THE FEDERAL EARNED INCOME CREDIT.................................................................................................................... 55

8.33 NOTICE TO EMPLOYEES REGARDING THE SAFELY SURRENDERED BABY LAW......................................................................................................................... 55

8.34 NOTICES................................................................................................................. 55

8.35 PROHIBITION AGAINST INDUCEMENT OR PERSUASION................................. 55

8.36 PUBLIC RECORDS ACT......................................................................................... 56

8.37 PUBLICITY.............................................................................................................. 56

8.38 RECORD RETENTION, INSPECTION AND AUDIT SETTLEMENT....................... 57

8.39 RECYCLED BOND PAPER..................................................................................... 61

8.40 LOWER TIER SUBAWARD..................................................................................... 61

8.41 TERMINATION FOR BREACH OF WARRANTY TO MAINTAIN COMPLIANCE WITH COUNTY'S CHILD SUPPORT COMPLIANCE PROGRAM ......................... 64

8.42 TERMINATION FOR CONVENIENCE.................................................................... 64

8.43 TERMINATION FOR DEFAULT.............................................................................. 65

8.44 TERMINATION FOR IMPROPER CONSIDERATION............................................. 66

8.45 TERMINATION FOR INSOLVENCY........................................................................ 66

8.46 TERMINATION FOR NON - ADHERENCE OF COUNTY LOBBYIST ORDINANCE............................................................................................................ 67 DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 125 of 1182

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8.47 TERMINATION FOR NON - APPROPRIATION OF FUNDS................................... 67

8.48 VALIDITY................................................................................................................. 67

8.49 WAIVER................................................................................................................... 68

8.50 WARRANTY AGAINST CONTINGENT FEES......................................................... 68

8.51 WARRANTY OF COMPLIANCE WITH COUNTY'S DEFAULTED PROPERTY TAX REDUCTION PROGRAM................................................................................ 68

8.52 TERMINATION FOR BREACH OF WARRANTY TO MAINTAIN COMPLIANCE WITH COUNTY' S DEFAULTED PROPERTY TAX REDUCTION PROGRAM ..... 68

8.53 TIME OFF FOR VOTING......................................................................................... 69

8.54 COMPLIANCE WITH COUNTY'S ZERO TOLERANCE HUMAN TRAFFICKING POLICY.................................................................................................................... 69

8.55 INTENTIONALLY OMITTED.................................................................................... 69

8.56 COMPLIANCE WITH FAIR CHANCE EMPLOYMENT PRACTICES...................... 69

8.57 COMPLIANCE WITH COUNTY POLICY OF EQUITY............................................ 69

8.58 PROHIBITION FROM PARTICIPATION IN FUTURE SOLICITATION(S)............... 70

9.0 UNIQUE TERMS AND CONDITIONS...................................................................................... 70

9.1 ALLEGATIONS OF FRAUD AND/OR ABUSE......................................................... 70

9.2 AMERICANS WITH DISABILITIES ACT (ADA)....................................................... 71

9.3 CONTRACTOR'S CHARITABLE ACTIVITIES COMPLIANCE................................ 71

9.4 HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 (HIPAA).................................................................................................................... 72

9.5 FIXED ASSETS, NON-FIXED ASSETS AND SUPPLIES....................................... 72

9.6 LIMITATION ON CORPORATE ACTS.................................................................... 72

9.7 INTENTIONALLY OMITTED.................................................................................... 73

9.8 MANDATORY REQUIREMENT TO REGISTER ON COUNTY'S WEBVEN........... 73

9.9 MODIFICATIONS..................................................................................................... 73

9.10 NEPOTISM.............................................................................................................. 75

9.11 OWNERSHIP OF MATERIALS, SOFTWARE AND COPYRIGHT.......................... 75

9.12 PATENT, COPYRIGHT AND TRADE SECRET INDEMNIFICATION..................... 76

9.13 PROBATION AND SUSPENSION........................................................................... 77

9.14 TRANSITION OF SUBAWARD SERVICES............................................................ 79

9.15 TRAVEL EXPENSES............................................................................................... 81

9.16 DRUG-FREE WORKPLACE.................................................................................... 81

9.17 INFORMATION TECHNOLOGY, SECURITY AND PRIVACY REQUIREMENTS.. 82

9.18 REMEDIES FOR NON-COMPLIANCE.................................................................... 94

9.19 PAYMENT AND PERFORMANCE GUARANTIES.................................................. 94

9.20 SUBAWARD DOCUMENT DELIVERABLES........................................................... 97

9.21 FISCAL REPORTING REQUIREMENTS................................................................ 102

9.22 DATA UNIVERSAL NUMBERING SYSTEM (DUNS) AND SYSTEM FOR AWARD MANAGEMENT (SAM).............................................................................. 107

9.23 UNUSUAL OCCURRENCES AND CRIME.............................................................. 107

9.24 FEMA PROVISIONS................................................................................................ 108

SIGNATURES
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EXHIBITS
Exhibit A (Statement of Work)
Exhibit B (Intentionally Omitted)
Exhibit C (Intentionally Omitted)
Exhibit D (Subrecipient's Equal Employment Opportunity Certification) Exhibit E (County's Administration)
Exhibit F (Subrecipient's Administration)
Exhibit G1 (Subrecipient Acknowledgement and Confidentiality Agreement) Exhibit G2 (Intentionally Omitted)
Exhibit G3 (Intentionally Omitted)
Exhibit H (Jury Service Ordinance)
Exhibit I (Safely Surrendered Baby Law)
Exhibit J (Intentionally Omitted)
Exhibit K (Intentionally Omitted)
Exhibit L (Intentionally Omitted)
Exhibit M1 (Intentionally Omitted)
Exhibit M2 (Intentionally Omitted)
Exhibit M3 (Intentionally Omitted)
Exhibit N (Business Associate Agreement Under the Health Insurance Portability and Accountability Act of 1996 (HIPAA))
Exhibit O (Charitable Contributions Certification)
Exhibit P (Definitions)
Exhibit Q (Accounting, Administration and Reporting Requirements) Exhibit R (Joint Funding Revenue Disclosure)
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Exhibit S (Purchase, Inventory and Disposal Requirements for Fixed Assets, Non-Fixed Assets and Supplies)
Exhibit T (Intentionally Omitted)
Exhibit U (Certification of Compliance with County's Defaulted Property Tax Reduction Program) Exhibit V (Contract Management System - Contractor's Gateway Terms and Conditions of Use) Exhibit W1 (Budget)
Exhibit W2 (Budget)
Exhibit W3 (Budget)
Exhibit X1 (Mandated Program Services)
Exhibit X2 (Mandated Program Services)
Exhibit X3 (Mandated Program Services)
Exhibit Y (List of Lower Tier Subawards)
Exhibit Z (Intentionally Omitted)
Exhibit AA (Subrecipient's Compliance with Encryption Requirements) Exhibit BB (Criteria and Standards for Letters of Credit and Certificates of Deposit) Exhibit CC (FEMA Provisions)
Exhibit DD (California Civil Rights Laws Certification) DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 128 of 1182
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SUBAWARD NUMBER ENP202106

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RECITALS

This agreement for services ("Subaward" or "Contract") is made and entered into this 1st day of July 2020 by and between the parties identified below:

County of Los Angeles through its Department of
Workforce Development, Aging and Community Services
("County")
County's Business Address:
3175 West Sixth Street
Los Angeles, CA 90020
and
City of Glendale
("Subrecipient" or "Contractor")
Subrecipient's Business Address:
613 East Broadway Street, Room 120
Glendale, CA 91206
WHEREAS, pursuant to the provisions of the Older Americans Act Title 42 United States Code Section 3001 etseq. ("OAA") and the Mello-Granlund Older Californians Act California Welfare and Institutions Code Section 9000 et seq.("OCA"), the California Department of Aging ("CDA" or "State") is authorized to administer elements of the OAA and OCA as it relates to the provision of nutrition services; and WHEREAS, County may operate programs which are determined to serve public purposes and County may contract with agencies for the provision of such services; and WHEREAS, County has established its Elderly Nutrition Program ("ENP" or "Program"), and County and Subrecipient agree to engage contractually whereby Subrecipient shall provide ENP Services as specified in Exhibit A (Statement of Work) and elsewhere herein in exchange for County's reimbursement to Subrecipient for those Services; and
WHEREAS, Subrecipient warrants that it possesses and shall maintain the competence, expertise and personnel necessary to provide such ENP Services within County's jurisdictional boundaries for Supervisorial District 5 throughout the term of this Subaward; and WHEREAS, Subrecipient further warrants that throughout the entirety of this Subaward, Subrecipient shall establish and implement written administrative, management and personnel policies and procedures to govern the management and administration of ENP in order to ensure that all goals and objectives are achieved as contracted; and
WHEREAS, County and Subrecipient recognize and agree that specific terms (including, but not limited to, Subrecipient, Contractor, Subaward, Contract, etc.) which are used throughout this agreement for Services are required to be used interchangeably in order to comply with Federal, State and County regulations as stated in Subparagraph 2.2; and
WHEREAS, on June 9, 2020, the Los Angeles County Board of Supervisors authorized the Acting DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 129 of 1182
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SUBAWARD NUMBER ENP202106

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Director of County of Los Angeles Workforce Development, Aging and Community Services ("County's Department Head") or his/her designee to enter, execute and administer this Subaward.

NOW therefore, in consideration of the mutual promises, covenants and conditions set forth herein, the parties County and Subrecipient hereto agree as follows:

1.0 APPLICABLE DOCUMENTS

1.1 Exhibits A, D, E, F, G1, H, I, N, O, P, Q, R, S, U, V, W1, W2, W3, X1, X2, X3, Y, AA, BB, CC, and DD are attached to and form a part of this Subaward. This Subaward constitutes the complete and exclusive statement of understanding between the parties, which supersedes all previous agreements, written or oral, and all other communications between the parties relating to the subject matter of this Subaward. No change to this Subaward shall be valid unless prepared pursuant to Subparagraph 8.1 (Amendments) and signed by both parties.

1.2 Intentionally Omitted

1.3 The headings, page numbers, Paragraph and Subparagraph numbers contained in this Subaward are for convenience and reference only and are not intended to define the scope of any provision herein.

1.4 References in this Subaward to Federal, State, County and/or other governmental laws, rules, regulations, ordinances, guidelines, directives and Program memoranda shall mean such laws, rules, regulations, ordinances, guidelines, directives and Program memoranda as amended, revised and/or modified from time to time. To access current County directives, contact your assigned Contract Analyst or visit County's website at:
http://wdacs.lacounty.gov/programs/program-directives/.

1.5 Unless expressly stated otherwise, all approvals, consents and determinations made by or on behalf of County, under this Subaward, shall be in writing, and shall be given or made in the sole discretion of the person or County agent authorized to provide such approval or consent.

1.6 In the event of any conflict or inconsistency in the definition or interpretation of any word, responsibility, schedule, or the contents or description of any task, deliverable, goods, Service, or other work, or otherwise between the base Subaward and the Exhibits, or between Exhibits, such conflict or inconsistency shall be resolved by giving precedence first to the terms and conditions of the Subaward and then to the Exhibits according to the following priority:

1.6.1 Exhibit A (Statement of Work)

1.6.2 Exhibit D (Subrecipient's Equal Employment Opportunity Certification)

1.6.3 Exhibit E (County's Administration)

1.6.4 Exhibit F (Subrecipient's Administration)

1.6.5 Exhibit G1 (Subrecipient Acknowledgement and Confidentiality Agreement)

1.6.6 Exhibit H (Jury Service Ordinance)
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1.6.7 Exhibit I (Safely Surrendered Baby Law)

1.6.8 Exhibit N (Business Associate Agreement Under the Health Insurance Portability and Accountability Act of 1996 (HIPAA))

1.6.9 Exhibit O (Charitable Contributions Certification)

1.6.10 Exhibit P (Definitions)

1.6.11 Exhibit Q (Accounting, Administration and Reporting Requirements)

1.6.12 Exhibit R (Joint Funding Revenue Disclosure)

1.6.13 Exhibit S (Purchase, Inventory and Disposal Requirements for Fixed Assets, Non-Fixed Assets and Supplies)

1.6.14 Exhibit U (Certification of Compliance with County's Defaulted Property Tax Reduction Program)

1.6.15 Exhibit V (Contract Management System - Contractor's Gateway Terms and Conditions of Use)

1.6.16 Exhibit W1 (Budget)

1.6.17 Exhibit W2 (Budget)

1.6.18 Exhibit W3 (Budget)

1.6.19 Exhibit X1 (Mandated Program Services)

1.6.20 Exhibit X2 (Mandated Program Services)

1.6.21 Exhibit X3 (Mandated Program Services)

1.6.22 Exhibit Y (List of Lower Tier Subawards)

1.6.23 Exhibit AA (Subrecipient's Compliance with Encryption Requirements)

1.6.24 Exhibit BB (Criteria and Standards for Letters of Credit and Certificates of Deposit)

1.6.25 Exhibit CC (FEMA Provisions)

1.6.26 Exhibit DD (California Civil Rights Laws Certification)

1.7 In addition to the terms and conditions listed herein, Subrecipient shall comply with the State's terms and conditions and shall obtain the most current version of the CDA contract and any amendments thereto which are available online as follows: https://wdacs.lacounty.gov/doing-business-with-wdacs/.

1.8 All forms of written communications (including but not limited to letters (i.e., DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 131 of 1182
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allocation letters, etc.), notices, directives, e-mails, etc.) provided to Subrecipient pertaining to Program Services, operations, funding, budgeting, and the like are hereby incorporated by reference and shall form a part of this Subaward. Subrecipient shall comply with all directions and instructions issued by County through these forms of communication.

2.0 DEFINITIONS AND HEADINGS

2.1 The headings herein contained are for convenience and reference only and are not intended to define the scope of any provision thereof. Exhibit P (Definitions) provides the meaning of key words used herein. These definitions shall be construed to have the meaning provided, unless otherwise apparent from the context in which they are used, or specifically noted herein.

2.2 In order to comply with the requirements of Title 45 Code of Federal Regulations Part 75 et seq. and Title 2 Code of Federal Regulations Part 200 et seq., throughout the entirety of this Subaward, specific terms are used to refer to this agreement which is identified as "Subaward By and Between County of Los Angeles Workforce Development, Aging and Community Services and City of Glendale for Elderly Nutrition Program (ENP) Services Subaward Number ENP202106 Subaward Period July 1, 2020 - June 30, 2021" ("Subaward"), the party to this agreement who is identified as City of Glendale ("Subrecipient"), a third-party agreement ("Lower Tier Subaward") and a third-party ("Lower Tier Subrecipient"). In order to comply with County of Los Angeles statutes and Board mandates, in some instances, other similar terms are also used to refer to this agreement which is identified as "Subaward By and Between County of Los Angeles Workforce Development, Aging and Community Services and City of Glendale for Elderly Nutrition Program (ENP) Services Subaward Number ENP202106 Subaward Period July 1, 2020 - June 30, 2021" ("Contract"), the party to this agreement who is identified as City of Glendale ("Contractor"), a third-party agreement ("Subcontract") and/or a third-party ("Subcontractor"). In all cases, when the terms Subaward, Subrecipient, Lower Tier Subaward and Lower Tier Subrecipient are used then these shall have the meaning provided herein and as noted in Exhibit P (Definitions).

3.0 WORK

3.1 Pursuant to the provisions of this Subaward, Subrecipient shall fully perform, complete and deliver on time, all tasks, deliverables, Services and other work as set forth herein.

3.2 If Subrecipient provides any tasks, deliverables, goods, Services, or other work, other than as specified in this Subaward, the same shall be deemed to be a gratuitous effort on the part of Subrecipient, and Subrecipient shall have no claim whatsoever against County.

3.3 In the performance of this Subaward, Subrecipient shall comply with the following (which may be amended, modified or revised from time to time by County and/or other funding authorities): all terms and conditions of this Subaward (including all terms contained in the Exhibits hereto) as well as those imposed and required by County and/or other funding authorities; all Program memoranda; implementing regulations; grant requirements; and, all relevant rules and policies.

3.4 Subrecipient acknowledges that time is of the essence in the provision and completion of the Work provided to County as stipulated in this Subaward, as is the timely conveyance of reporting deliverables to County, as also stipulated in this Subaward.

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3.5 Subrecipient's performance under the requirements of this Subaward will be evaluated during each Fiscal Year (hereafter "Fiscal Year" or "Program Year"). Subrecipient shall provide Services and expend the Subaward Sum allocated for any Fiscal Year under this Subaward as stated in: Paragraph

5.0 (Subaward Sum); Exhibit A (Statement of Work), Attachment 1 (Performance Requirements Summary Chart); Budget exhibit(s); and, Mandated Program Services exhibit(s).

3.6 At County's request, Subrecipient shall complete a new Budget exhibit(s) and Mandated Program Services exhibit(s) and submit them to County prior to the beginning of the Fiscal Year or as directed by County. Such documents shall be completed in accordance with the requirements noted on each such document, as directed by County, and pursuant to Program guidelines.

3.7 Subrecipient acknowledges that this Subaward includes Performance Requirements and Standards which are provided in Exhibit A (Statement of Work), Attachment 1 (Performance Requirements Summary Chart). These Requirements will be used to measure Subrecipient's performance of the Subaward and the Work. Subrecipient shall adhere to the Performance Requirements, Standards and the corresponding Acceptable Quality Level identified in Exhibit A (Statement Work), Attachment 1 (Performance Requirements Summary Chart).

3.8 The Subaward Sum allocated for any Fiscal Year under this Subaward and the Services associated with those funds may be reduced from Subrecipient's allocation and reallocated to other ENP subrecipients that are performing and/or expending at a higher level and qualify for increases if Subrecipient fails to provide at least ninety-five percent (95%) of the Services and/or expend at least ninety-five percent (95%) of the Subaward Sum allocated during the Fiscal Year as provided in Paragraph 5.0 (Subaward Sum).

3.9 Subrecipient agrees that the performance of Work and Services pursuant to the requirements of this Subaward shall conform to accepted professional standards.

4.0 TERM OF SUBAWARD

4.1 The term of this Subaward shall be one (1) year commencing on July 1, 2020, upon execution by the parties, and shall continue through June 30, 2021, unless sooner terminated or extended in writing by County, in whole or in part, as provided in this Subaward. The term of this Subaward will operate on County's Fiscal Year period as defined in Exhibit P (Definitions).

4.2 Following the initial term as set forth in Subparagraph 4.1 above, County shall have the sole option to extend the Contract term for up to three (3) additional one-year periods for a maximum total Contract term of four (4) years. Each such option and extension shall be exercised at the sole discretion of County's Department Head or his/her designee as authorized by the Board of Supervisors.

4.3 Subrecipient acknowledges County maintains databases that track/monitor Subrecipient's performance history. Information entered into such databases may be used for a variety of purposes, including determining whether County will exercise a Subaward term extension option.

4.4 Subrecipient shall notify County when this Subaward is within six (6) months of the expiration of the term as provided for hereinabove. Upon occurrence of this event, Subrecipient shall send written notification to County's Contract Manager at the address herein provided in Exhibit E (County's Administration).

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5.0 SUBAWARD SUM

5.1 TOTAL SUBAWARD SUM

5.1.1 Cost Reimbursement Subaward

5.1.1.1 County and Subrecipient agree that this is a cost reimbursement Subaward based on the firm-fixed
unit rate(s) set forth in Budget exhibit(s) and
Mandated Program Services exhibit(s) for the Fiscal
Year or Program Year identified in each such
document. This unit rate(s) shall remain firm and
fixed throughout the entire term of such Fiscal Year
or Program Year under this Subaward. County and
Subrecipient further agree that the unit rate(s)
represents Subrecipient's true, actual and
supported costs which are incurred solely for
providing Services hereunder. For purposes of this
Subaward, such true/actual costs are those costs
which are net of any applicable credits including,
but not limited to, discounts, refunds, adjustments,
rebates, allowances, etc. and are inclusive of any
taxes, delivery/shipping charges, etc.

5.1.1.2 County shall reimburse Subrecipient for supplying the Services as set forth in Exhibit A (Statement of
Work), Budget exhibit(s) and Mandated Program
Services exhibit(s). In the event that County or any
of its duly authorized representatives (including, but
not limited to, Federal, State and other County
agents) notes any discrepancy(ies) between
Subrecipient's true/actual costs and the costs which
have been reimbursed to Subrecipient then County
shall remedy such discrepancy(ies) at County's sole
discretion.

5.1.1.3 Subrecipient shall track Subaward Sums and
contributions. Subrecipient shall provide a tracking
of Subaward Sums during an audit as indicated in
Subparagraph 8.38 (Record Retention, Inspection
and Audit Settlement).

5.1.2 Funding Allocations

5.1.2.1 During the term of this Subaward, Subrecipient
shall receive funding for providing the Services
outlined in this Subaward. The funding allocation
for the initial term of this Subaward is $291,000
("Subaward Sum Year 1") and the year-to-date
funding allocation is $291,000 ("Maximum
Subaward Sum"). Any additional funding that is
allocated under this Subaward will increase the
Maximum Subaward Sum.

5.1.2.2 In the event that County exercises its renewal
options under this Subaward, the projected funding
will be allocated to Subrecipient annually for each
Fiscal Year that this Subaward is renewed as
follows: $291,000 ("Subaward Sum Year 2");
$291,000 ("Subaward Sum Year 3"); and, $291,000
("Subaward Sum Year 4"). If County exercises all
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renewal options under this Subaward, the Maximum
Subaward Sum is projected to be $1,164,000.

5.1.2.3 Pursuant to Subparagraph 8.1 (Amendments),
County may amend this Subaward upon occurrence
of any changes to the Subaward Sum. Future
allocations of the Subaward Sums will be
contingent upon Subrecipient's level of
performance/expenditure and the availability and
appropriation of funds from Federal, State, and/or
local authorities and such funds may be
subsequently adjusted to reflect available funding.

5.1.3 Subaward Sum Year 1 Funding Source(s)

5.1.3.1 The Subaward Sum Year 1 for this Subaward is
comprised of monies which are
identified by the funding source(s) or governing
statue(s) listed below. The funding source(s) and
governing statute(s) authorize County to use these
monies to provide Program Services.

5.1.3.2 Older Americans Act Title III B (Supportive Services and Senior Centers) original baseline funds
available for use for Supervisorial District 5 for
contracted ENP Title III B Services identified in the
"Fiscal Year 2020-21 Original Baseline Funding
Allocation for Elderly Nutrition Program Services"
funding allocation letter for the term of July 1, 2020
through June 30, 2021: $1,000

5.1.3.3 Older Americans Act Title III C-1 (Nutrition
Services) original baseline funds available for use
for Supervisorial District 5 for contracted ENP Title
III C-1 Services identified in the "Fiscal Year
2020-21 Original Baseline Funding Allocation for
Elderly Nutrition Program Services" funding
allocation letter for the term of July 1, 2020 through
June 30, 2021: $239,000

5.1.3.4 Older Americans Act Title III C-2 (Nutrition
Services) original baseline funds available for use
for Supervisorial District 5 for contracted ENP Title
III C-2 Services identified in the "Fiscal Year
2020-21 Original Baseline Funding Allocation for
Elderly Nutrition Program Services" funding
allocation letter for the term of July 1, 2020 through
June 30, 2021: $51,000

5.2 WRITTEN APPROVAL FOR REIMBURSEMENT

5.2.1 Subrecipient shall not be entitled to payment or reimbursement for any tasks or Services performed, nor for any incidental or administrative expenses whatsoever incurred in or incidental to performance hereunder, except as specified herein. Assumption or takeover of any of Subrecipient's duties, responsibilities, or obligations, or performance of same by any person or entity other than Subrecipient, whether through assignment, Lower Tier Subaward, delegation, merger, buyout, or any other mechanism, DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 135 of 1182
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with or without consideration for any reason whatsoever, shall not occur except with County's express prior written approval.

5.3 NOTIFICATION OF 75% OF SUBAWARD SUM

5.3.1 Subrecipient shall maintain a system of record keeping that will allow Subrecipient to determine when it has incurred seventy-five percent (75%) of the Subaward Sum allocated for any Fiscal Year under this Subaward. Upon occurrence of this event, Subrecipient shall send written notification to County's Contract Manager at the address provided in Exhibit E (County's
Administration).

5.4 NO PAYMENT FOR SERVICES PROVIDED FOLLOWING EXPIRATION OR

TERMINATION OF SUBAWARD

5.4.1 Subrecipient shall have no claim against County for payment of any money or reimbursement, of any kind whatsoever, for any Service provided by Subrecipient after the expiration or other termination of this Subaward. Should Subrecipient receive any such payment, Subrecipient shall immediately notify County's Contract Manager and shall immediately repay all such funds to County. Payment by County for Services rendered after
expiration or termination of this Subaward shall not constitute a waiver of County's right to recover such payment from
Subrecipient. This provision shall survive the expiration or other termination of this Subaward.

5.5 INVOICES AND PAYMENTS

5.5.1 Subrecipient shall invoice County only for providing the tasks, deliverables, goods, Services, and other work specified in Exhibit A (Statement of Work), Mandated Program Services exhibit(s) and elsewhere hereunder. Subrecipient shall prepare invoices, which shall include the charges owed to Subrecipient by County under the terms of this Subaward. Each invoice shall be based on actual expenditures and Subrecipient shall not submit an invoice based on budgeted or estimated costs (i.e., Subrecipient shall not submit an invoice based on 1/12th of the Subaward Sum allocated for any Fiscal Year under this Subaward).

Payments to Subrecipient shall be based on the information provided by Subrecipient as established in Budget exhibit(s) and Mandated Program Services exhibit(s) for the Fiscal Year (or Program Year) identified therein, and Subrecipient shall be paid only for the tasks, deliverables, goods, Services, budgeted items and other work approved in writing by County. If County does not approve the Work in writing, no payment shall be due to Subrecipient for that Work.

5.5.2 Subrecipient's invoices shall be priced in accordance with the information provided in Budget exhibit(s) and Mandated Program Services exhibit(s) for the Fiscal Year (or Program Year) identified therein.

5.5.3 Subrecipient's invoices shall contain the information set forth in Exhibit A (Statement of Work), Budget exhibit(s) and Mandated Program Services exhibit(s) for the Fiscal Year (or Program Year) identified therein, describing the tasks, deliverables, goods, Services, Work hours, budgeted items and facility and/or other work for which payment is claimed.

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SUBAWARD NUMBER ENP202106

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5.5.4 Submission of Invoices

5.5.4.1 Subrecipient shall prepare monthly invoices, along with any necessary supporting documentation for
each invoice, for Subrecipient's Work performed
under the requirements of this Subaward. Upon
direction of County, Subrecipient shall provide all
support documentation required by County,
including, but not limited to, vendor invoices,
receipts of payment, bank statements, and/or bank
registers. All supporting documentation must be
able to justify the costs invoiced and be submitted
to County within thirty (30) days following the date
the corresponding monthly invoice is submitted.

County reserves the right to require Subrecipient to
upload all required support documentation using
County's Information Technology Systems (ITS)
which may include the Contract Management
System (CMS) - Contractor's Gateway or via other
ITS identified by County. Subrecipient shall submit
all invoices to County in the form and manner as
directed by County by the 10th calendar day of the
month following the month of Service (e.g.,
Subrecipient shall submit an invoice for Services
provided in October by November 10th for
reimbursement). Subrecipient shall also submit the
final, year-end invoice to County no later than the
10th calendar day of the month following the month
in which final Services were provided during the
Fiscal Year or Program Year. In both instances,
when the 10th calendar day falls on a non-business
day (Saturday, Sunday or Los Angeles County
holiday), Subrecipient shall submit the invoice by
the following business day. County reserves the
right to modify in writing the due date(s) for the
submission of invoices as needed in order to meet
regulatory deadlines.

5.5.4.2 Subrecipient shall submit an invoice for each month of Service as directed above and invoices shall be
submitted in chronological order (e.g., July, August,
September, etc.). For example, Subrecipient shall
not submit the September invoice unless
the August invoice was previously submitted by the
10th calendar day following the month of August.

County will not be under any obligation to pay any
invoice that is submitted out of chronological order
until Subrecipient takes the appropriate measures
to adhere to these requirements.

5.5.4.3 When Subrecipient does not incur any expenditures for the month of Service, Subrecipient shall
prepare an invoice as directed by County so
that the invoice reflects zero dollars ($0)
expenditures. Subrecipient shall submit the invoice
according to the procedures outlined herein and as
further directed by County.

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5.5.4.4 Subrecipient is responsible for the accuracy of invoices submitted to County. Subrecipient shall
reconcile its invoices and correct inaccuracies or
inconsistencies in the invoices it submits to County.

Subrecipient and County agree as follows:

5.5.4.4.1 When County or its designee
discovers that Subrecipient has been
overpaid, County will send
Subrecipient written notification to
request return of the overpayment.

Overpayment includes, but is not
limited to, payment(s) made to
Subrecipient that exceeds the
Subaward Sum allocated for any
Fiscal Year under this Subaward.

Subrecipient shall return such
overpayment to County's Compliance
Manager within thirty (30) days of
receiving County's written notification.

5.5.4.4.2 When Subrecipient receives or
discovers any overpayment from
County, Subrecipient shall
immediately notify County's
Compliance Manager in writing of
such overpayment. Subrecipient shall
immediately return such overpayment
to County's Compliance Manager
within thirty (30) days of receiving or
discovering the overpayment.

5.5.4.4.3 At County's sole election,
overpayment made to Subrecipient
may be used to offset future
payments due Subrecipient.

5.5.4.5 Subrecipient shall submit a complete, accurate, verifiable and timely invoice for each month of
Service as directed above. Subrecipient shall also
submit a complete, accurate, verifiable and timely
final year-end invoice as also directed above.

Subrecipient's failure to comply with these
requirements may result in delayed processing of
payment(s). Any invoice which does not adhere to
County's requirements may be rejected at County's
sole discretion. Subrecipient's continued
non-compliance with County's invoicing policies and
procedures may lend Subrecipient to remedies
which County may impose at County's sole
discretion.

5.5.5 County Approval of Invoices

5.5.5.1 All invoices submitted by Subrecipient for payment must have the written approval of County's Contract
Manager or designee prior to any payment thereof.

In no event shall County be liable or responsible for
any payment prior to such written approval.

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Approval for payment will not be unreasonably
withheld.

5.5.5.2 County will review Subrecipient's supporting
documentation for its invoice and reconcile between
the invoice and the supporting documentation.

County will also use the supporting documentation
to confirm that all of Subrecipient's costs reported
on the invoice have been paid. County will
communicate any discrepancies with Subrecipient
to acquire additional information, if needed. This
will ensure that any questioned cost(s) is addressed
before the cost(s) becomes disallowed. In the
event Subrecipient is not able to substantiate the
cost(s), Subrecipient will have to repay County for
all unsubstantiated costs, Subrecipient may be
removed from eligibility for future cash advances (if
cash advances are allowed under this Subaward),
Subrecipient's payments may be suspended, and/or
County may impose other remedies deemed
appropriate by County.

5.5.6 Payments to Subrecipient

5.5.6.1 In accordance with the invoicing policies and
procedures set forth in this Subaward as well as
those provided by County, County agrees to pay
Subrecipient for the satisfactory provision of
the Services identified in Exhibit A (Statement of
Work) and any amendments, addendums or
modifications thereto. Such payment shall not
exceed the amount(s) indicated in Subparagraph

5.1.2 (Funding Allocations). All payments to
Subrecipient will be made in arrears on a monthly
basis for Services performed, provided that
Subrecipient is not in default under any provision of
this Subaward. County has no obligation to pay for
any work except those Services expressly
authorized by this Subaward.

5.5.6.2 Payments to Subrecipient will be made within thirty (30) calendar days after receipt of an "undisputed
invoice". For purposes of this Subparagraph 5.5.6,
an undisputed invoice shall mean an invoice which
does not contain errors and has been completed
and submitted by Subrecipient pursuant to the
requirements outlined herein and as directed by
County. County has the final authority to determine
whether or not an invoice is an undisputed invoice.

Subrecipient shall promptly adhere to County's
instructions for correcting an invoice in order to
prevent any delays in processing payment(s). Until
Subrecipient submits an undisputed invoice, County
will not be under any obligation to pay any invoice
that is not submitted pursuant to the requirements
outlined herein and as directed by County.

5.5.6.3 All payments for Services provided under the terms of this Subaward shall be made to Subrecipient
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SUBAWARD NUMBER ENP202106

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using Subrecipient's legal name and tax payer
identification number. Subrecipient shall not
request payments to be made to third-party vendors
or any vendor which Subrecipient may use in the
performance of this Subaward (i.e., Lower Tier
Subrecipients). For purposes of this Subaward,
Subrecipient's legal name is identified as the
name on Subrecipient's articles of incorporation,
charter or other legal document that was used to
create Subrecipient's organization.

5.5.6.4 Past Due Invoice

5.5.6.4.1 Any invoice submitted more than thirty
(30) days after the last day of the
month in which the Services were
rendered shall constitute a "past due
invoice". Notwithstanding any other
provision of this Subaward,
Subrecipient and County agree that
County shall have no obligation
whatsoever to pay any past due
invoices. County may, in its sole
discretion, pay some or all of a past
due invoice which Subrecipient has
submitted, provided that sufficient
funds remain available under this
Subaward.

5.5.6.5 Method of Compensation Adjustment

5.5.6.5.1 During any Fiscal Year period within
the term of this Subaward, County, at
its sole discretion, has the option of
altering the monthly method of
compensation/payment from full
reimbursement for Services completed
to an amount equal to one-twelfth
(1/12) of the Subaward Sum allocated
for any Fiscal Year under this
Subaward. County may pursue this
method of compensation if
Subrecipient is providing Services to
more Clients than anticipated and it
appears that the Subaward Sum will
be completely depleted before the end
of a Fiscal Year. County will provide
Subrecipient with at least two (2)
weeks advance written notice of its
decision to alter the method of
compensation.

5.5.6.5.2 In no event shall County's decision to
alter the method of compensation
affect the Term, the Subaward Sum
allocated for any Fiscal Year under
this Subaward, Work, or any other
provision under this Subaward unless
such change is made pursuant to a
validly executed Amendment to this
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SUBAWARD NUMBER ENP202106

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Subaward noting any such change(s).

5.5.7 Subaward-Related Documents

5.5.7.1 Subrecipient shall complete all Subaward-related documents in accordance with the requirements
noted on each such document, as directed by
County, and pursuant to Program guidelines.

Subrecipient's failure to timely submit
Subaward-related documents that are accurate and
complete, as requested or required by County, may
result in suspension of payments to Subrecipient or
other remedies provided by law or under this
Subaward. Such documents shall include, but are
not limited to, the documents outlined in
Subparagraph 9.22 (Subaward Document
Deliverables), Subparagraph 9.23 (Fiscal Reporting
Requirements) and the following: Exhibit A
(Statement of Work), Attachment 8 (Site Summary);
Exhibit A (Statement of Work), Attachment 10
(Route Summary); Exhibit D (Subrecipient's Equal
Employment Opportunity Certification); Exhibit F
(Subrecipient's Administration); Exhibit G1
(Subrecipient Acknowledgement and Confidentiality
Agreement); Exhibit O (Charitable Contributions
Certification); Exhibit R (Joint Funding Revenue
Disclosure); Exhibit U (Certification of Compliance
with County's Defaulted Property Tax Reduction
Program); Budget exhibit(s); Mandated Program
Services exhibit(s); Exhibit Y (List of Lower Tier
Subawards); Exhibit AA (Subrecipient's Compliance
with Encryption Requirements); Exhibit CC (FEMA
Provisions) (applicable only when Subaward Sums
include FEMA Funds); and, Exhibit DD (California
Civil Rights Laws Certification).

5.5.8 Local Small Business Enterprise (Local SBE) - Prompt Payment Program

5.5.8.1 It is the intent of County that Certified Local SBEs will receive prompt payment for Services they
provide to County. Prompt payment is defined as
fifteen (15) calendar days after receipt of an
undisputed invoice that has been properly matched
against a receiving or shipping document, service
deliverable or payment schedule, or any other
validation of receipt document.

5.6 UNIT RATE ADJUSTMENTS

5.6.1 In the event that County exercises its renewal option(s), Subrecipient may request a unit rate increase for the following Fiscal Year, where such increase(s) shall only be based on the occurrence of any of the following and shall include the information noted herein:

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5.6.1.1 Increase in food costs (e.g., Caterer's costs, raw food costs, etc.): the amount (dollars/cents) of the
increase and its impact on the unit rate(s); increase
in the total cost of food; number of units; food cost
per unit, and, any other relevant information that will facilitate County's review.

5.6.1.2 Increase in fuel costs (Home-Delivered Meal
Services only): the amount (dollars/cents) of the
increase and its impact on the unit rate(s); increase
in the total fuel cost, number of miles; increased
cost per mile; and, any other relevant information
that will facilitate County's review.

5.6.1.3 Increase in wages (e.g., minimum wage): the
amount (dollars/cents) of the increase and its
impact on the unit rate(s); the number of staff
affected by minimum wage increase(s); hourly rate
increase(s); number of hours; and, any other
relevant information that will facilitate County's
review.

5.6.2 Subrecipient's request shall be provided in writing and shall include a detailed justification for the increase based on meeting one or more of the conditions noted in Subparagraph 5.6.1.

Subrecipient shall be able to provide supporting documentation to substantiate any request for a unit rate increase. The written request shall be submitted to County's Contract Manager no later than April 1 of the of the Fiscal Year preceding the Fiscal Year in which the unit rate(s) adjustment is expected to take effect.

5.6.3 County has the sole discretion to approve or reject Subrecipient's request.

5.6.3.1 All such requests shall not cause or authorize
exceeding the maximum annual Subaward Sum or
the Maximum Subaward Sum.

5.6.4 County may negotiate with Subrecipient to decrease its unit rate(s) for the following Fiscal Year in which the unit rate(s) decrease is expected to take effect when County determines that Subrecipient's unit rate(s) exceeds the actual costs to provide Program Services. In the event that the unit rate(s) is increased or decreased for any Fiscal Year after the first Fiscal Year, County shall provide Subrecipient written confirmation of the final unit rate(s); otherwise the unit rate(s) will remain the same as that which is reflected for the first Fiscal Year of this Subaward.

5.7 LIMITATIONS ON USE OF SUBAWARD SUMS

5.7.1 Subaward Sums may only be used for the purposes set forth herein, and must be consistent with the statutory authority for the Program.

5.7.2 Expenditures made by Subrecipient in the operation of this Subaward shall be in compliance and in conformity with Title 45 Code of Federal Regulations Part 75 et seq. and Title 2 Code of Federal Regulations Part 200 et seq. Subrecipient shall comply DocuSign Envelope ID: 8FB56A48-20D0-4175-B0D0-4E5093D54FDE 142 of 1182
SUBAWARD PERIOD JULY 2020 - JUNE 2021
SUBAWARD NUMBER ENP202106

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with the Administrative Requirements and Cost Principles which are outlined in Exhibit Q (Accounting, Administration and Reporting Requirements), and shall adhere to the strict administrative and fiscal standards described therein.

Subrecipient shall be responsible for obtaining Title 45 Code of Federal Regulations Part 75 et seq. and Title 2 Code of Federal Regulations Part 200 et seq., which are available via the Internet at http://www.ecfr.gov/cgi-bin/text-idx?node=pt45.1.75 and http://www.ecfr.gov/cgi-bin/text-idx?tpl=/ecfrbrowse/Title02/2cfr2 00_main_02.tpl. Subrecipient shall also comply with the applicable requirements and standards referred to in Title 45 Code of Federal Regulations Part 1321.5 (Grants to State and Community Programs on Aging).

5.7.3 Limitations on Subaward Sums

5.7.3.1 Subrecipient shall not be paid for any Subaward expenditures that exceed the Subaward Sum
allocated for any Fiscal Year under this Subaward.

County has no obligation, whatsoever, to pay for
any expenditures that exceed this Subaward Sum.

Any expenditures that exceed such Subaward Sum
shall become the sole fiscal responsibility of
Subrecipient.

5.7.3.2 Subrecipient shall only expend the Subaward Sum during the Fiscal Year for which it is allocated.

Should County exercise its option to extend this
Subaward and Subrecipient does not expend
funding up to the Subaward Sum appropriated for
the Fiscal Year, that unspent amount
will not carry forward (or roll-over) to the following
Fiscal Year.

5.7.4 Prohibitions on Subaward Sums

5.7.4.1 Subrecipient shall comply with Public Law (PL)
101-121 (Title 31 United States Code Section
1352), its amendments or revisions, and any
implementing regulations, prohibiting the use of
Federal money to influence or attempt to influence
a member of Congress, Congressional staff, or a
Federal employee to award, make or amend any
Federal subaward, grant, loan or cooperative
agreement. Subrecipient shall also comply with all
certification and disclosure requirements of PL
101-121, its amendments, revisions, and
implementing regulations, and shall provide
assurance that all Lower Tier Subrecipients under
this Subaward also fully comply with such
certification and disclosure requirements.

5.7.4.2 No materials, property, or Services contributed to County or Subrecipient under this Subaward
shall be used in the performance of any of the
following: any political activity; the election of any
candidate or the defeat of any candidate for public
office; and, the transportation of any voters or
prospective voters to polls or other similar
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SUBAWARD NUMBER ENP202106

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Glendale City CouncilOctober 6, 2026

Glendale City Council
October 6, 2026