Glendora City Council
June 11, 2024

2.40.150 Public works contracts.

Public works contracts will abide by the provision of Section 20160 et seq., of the Public Contract Code of the state.

2.40.150 UNIFORM PUBLIC CONSTRUCTION COST ACCOUNTING ACT a. Applicability:

1. This chapter is to provide standardized procedures for awarding contracts for public projects in conformance with the Uniform Public Construction Cost Accounting Act (Public Contract Code § 22000 et seq.).

2. The city elects to participate in the California Uniform Public Construction Cost Accounting Act (Public Contract Code §§ 22000 et seq.) and to provide procedures as established by the California Uniform Construction Cost Accounting Commission.The approval and execution of all contracts pursuant to this chapter shall be in conformance with the provisions of chapter 2.40.150 (Public works contracts)
b. Definitions.

1. Unless the context otherwise requires, the following definitions, as well as the definitions in chapter 2.40.015 (Approval and Execution of Contracts), shall govern the construction of this chapter:

2. Change order means a written authorization from the city directing an addition, deletion, or revision to an awarded purchase order or contract.

3. Director means the director of public works.

4. Force account means the part of the city's expense account resulting from the employment of a labor force, as distinguished from the part resulting from outsourcing for similar services.

5. Level 1 projects mean public projects below the monetary threshold of Public Contract Code § 22032(a), as it may be amended from time to time by the state controller or the state legislature.

6. Level 2 projects mean public projects below the monetary threshold of Public Contract Code § 22032(b), as it may be amended from time to time by the state controller or the state legislature.

7. Level 3 projects mean public projects exceeding the monetary threshold of Public Contract Code § 22032(c), as it may be amended from time to time by the state controller or the state legislature.

8. Public project shall be defined as that term is defined in Public Contract Code § 22002, or any successor statute thereto.

9. Uniform Public Construction Cost Accounting Act means the procedures and regulations set forth in Public Contract Code div. 2, pt. 2, ch. 2 (Public Contract Code § 22000 et seq.) or any successor act thereto.
c. Bid requirements.

This section shall govern the procedures for bidding all contracts to perform public projects, including any associated purchase of goods and supplies for such projects. Projects funded by federal, state, or local grants shall be awarded pursuant to the more restrictive bidding requirements.

1. Level 1 projects. Level 1 projects may be awarded by negotiated contract or by purchase order without competitive bidding.

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2. Level 2 projects. Level 2 projects may be let to contract by the informal bid procedures set forth in this subsection. All Level 2 projects shall require competitive written bidding procedures for a public project which is in the best interest of the city. The director shall require competitive written bids as provided in subsection A of this section. The director may waive the requirement to solicit bids if performance of the public project is available from only one source and may solicit only two bids if performance of the public project is available from only two sources.

A. Written bids.
i. Bid specifications shall be prepared and a notice inviting informal bids shall be disseminated to prospective bidders in accordance with subsection C of this section. ii. Bids shall be submitted in writing and must be received prior to the bid closing date to be considered.
iii. The contract shall be awarded to the lowest responsible bidder only if the director determines that such action is in the best interest of the city. The city may reject all bids or waive any irregularities or informalities in any bid or bidding.

B. Contractor’s list. The city shall develop and maintain a list of contractors, identified according to categories of work, in accordance with the provisions of Public Contract Code § 22034, or any successor statute thereto, and the criteria promulgated from time to time by the state uniform construction cost accounting commission.

C. Notice inviting informal bids. At least ten calendar days prior to the date informal bids are due, the city shall mail a notice inviting informal bids to all contractors from the applicable category of work to be bid, as shown on the contractors list developed in accordance with subsection B of this section, and to all construction trade journals as specified by the state uniform construction cost accounting commission in accordance with Public Contract Code § 22036, or any successor statute thereto. Said notice shall describe the project in general terms, shall clearly indicate how to obtain more detailed information about the project, and shall set forth the time and place for the submission of bids.

D. If all bids received are more than the amount set forth in Public Contract Code § 22032(c), the city council may, by adoption of a resolution by a four-fifths vote, award the contract, up to the amount set forth in Public Contract Code § 22034(d), to the lowest responsible bidder, if the council determines the cost estimate of the city was reasonable.

3. Level 3 projects. Level 3 projects shall, except as otherwise provided by subsection (B)(5) of this section, be let to contract by the formal bidding procedures set forth in this subsection.

A. Bid specifications. For all public projects that must be let pursuant to Level 3 procedures, bid specifications shall be prepared, and notices inviting sealed bids shall be disseminated to at least three prospective bidders approved by the director. In addition, bid plans and working details shall be formally adopted by the city council for all public projects in accordance with the requirements of Public Contract Code § 22039 or any successor statute thereto.

B. Notice inviting formal bids. The city shall publish and mail a notice inviting sealed formal bids in accordance with the provisions of Public Contract Code § 22037, or any successor statute thereto.

C. Receipt of bids. Bids shall be sealed and shall not be opened until the time and place designated in the bid specifications. Bids must be received prior to the bid opening to be considered.

D. Award to lowest responsible bidder. The city council shall award the bid to the lowest responsible bidder or reject all bids pursuant to Public Contract Code § 22038, or its Item #9. Page 6
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successor statute. The city council may waive any irregularities or informalities in any bid or bidding.

E. Waiver. The city council may waive the procedures required by this subsection if the city council determines that performance of the public project is available only from a single source and may send a notice inviting bids to only two prospective bidders if the council determines that performance of the public project is available from only two sources. d. Bid security.

1. Bid security shall be required as a condition of submitting a written bid unless deemed unnecessary by the director.

2. If a bidder is awarded a bid and then fails or refuses to execute a written contract with the city, the city may award the bid to the next lowest responsible bidder. If the bid is awarded to the next lowest responsible bidder under these circumstances, the amount of the lower bidder's bid security shall be applied by the city to the purchase or contract price differential between that bidder and the next lowest responsible bidder, and the remainder, if any, shall be returned to the lower bidder. e. Interpretation of bid specifications.

1. Oral interpretation of written bid specifications shall not be made to prospective bidders. If a prospective bidder discovers discrepancies or omissions in any specification, or if the bidder is in doubt as to the meaning of any specification, the bidder shall request a written interpretation or modification from the city. If interpretations or modifications are deemed necessary, the city will then issue a written addendum to all parties known to have received copies of the specifications. f. Exceptions to competitive bid requirement.

1. Emergency. If an emergency requires that a public facility be repaired or replaced to permit the continued conduct of the operation or services of the city or to avoid danger to life or property, the city council may proceed to replace or repair the facility in accordance with the provisions of Public Contract Code § 22035 or any successor statute thereto.

2. Legal exemptions. Any other bidding exemption permitted by law shall be applicable. g. Change orders and contracts amendments.

1. Any alteration to, amendment of, or deviation from an awarded purchase order or contract as to scope, cost, time for completion, material, or equipment furnished as a part of the purchase order or contract, or any alteration to, amendment of, or deviation from the nature of work to be performed, shall require the completion and issuance of a change order or amendment. Additions to work cannot be combined with deletions to work to avoid the change order or amendment requirement.

2. The change order or amendment shall be approved and executed by the person or body that, pursuant to section 2.42.030 (Bid requirements), would have authority to approve and execute a purchase for the combined amount of the original contract and the change order or amendment. No change order or amendment shall be binding on the city until approved as provided herein.

3. Change orders shall be issued only if all the following conditions are met:

A. The change order arises in good faith out of an unknown condition or unforeseen circumstance differing materially from the conditions of the purchase or contract, or, alternatively, the change order arises due to an error in the city's specifications that accompanied the invitation for bids.

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B. The change order is reasonably related to the scope of work authorized under the original contract.

C. The amount of the change order is within an authorized contingency amount.

D. The change order shall be in accordance with the most current edition of the Standard Specifications for Public Works Construction and/or Cal-Trans standards and/or LA County standards.

4. Contract amendment. Any alteration to, amendment of, or deviation from a contract as to scope, cost, time for completion, material, or equipment furnished as a part of the contract, or any alteration to, amendment of, or deviation from the nature of work to be performed that does not meet all the requirements of subsection (C) of this section shall require an executed contract amendment. Examples requiring an executed contract amendment include, but are not limited to, an expansion of the scope of work, contract term extension, and an increase in compensation not previously authorized by the purchasing agent or city council, as applicable.
(Ord. 2073 § 2, 2022[_________])
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STAFF REPORT
TO: MAYOR AND COUNCIL MEMBERS DATE: JUNE 11, 2024
FROM: CITY CLERK DISTRICT(S): CITYWIDE
SUBJECT: SECOND READING AND ADOPTION OF ORDINANCE NO. 2087 AMENDING THE GLENDORA MUNICIPAL CODE TITLE 1 CUSTODY AND USE OF THE OFFICIAL SEAL AND OTHER INSIGNIA, SECTION 12.020 OFFICIAL SEAL AND CITY LOGO

RECOMMENDATION
That the City Council:

1. Adopt on second reading Ordinance No. 2087 entitled, “AN ORDINANCE OF THE CITY COUNCIL AMENDING THE GLENDORA MUNICIPAL CODE TITLE 1 CUSTODY AND USE OF THE OFFICIAL SEAL AND OTHER INSIGNIAS, SECTION 12.020 OFFICIAL SEAL AND CITY LOGO.”

STRATEGIC FOCUS AREAS
 Goal 4: Enhance and Modernize the Organization (EMO)

EXECUTIVE SUMMARY
The Glendora Municipal Code 1.12 establishes the regulations that ensure that the City seal, logos and other insignias are used on official City documents and for official City business and not for private or commercial uses.

As part of the 2023-2025 Two-Year Strategic Plan adopted on April 11, 2023, several of the strategic objectives focused on the development and enhancement of the City brand, one of which was to develop a City of Glendora logo.

On March 12, 2024, a new City of Glendora wordmark and insignias were presented and approved by the City Council by a 4-1 vote. With this approval, an amendment to the Glendora Municipal Code to include the new brand wordmark, and insignias is required. For this reason, and in order to ensure that these new City of Glendora wordmarks and insignias are utilized for proper purposes, and that unauthorized, deceptive, or fraudulent use be made unlawful, staff recommends that the City Council adopt the proposed ordinance (Attachment A) on second reading.

LEGISLATIVE HISTORY / PREVIOUS ACTIONS
In 2019, the Glendora City Council by a 4-0 vote adopted Ordinance No. 2037 which created Glendora Municipal Code section 1.12 Custody and use of official seal and other insignia to remove potential ambiguity regarding the use of existing City seal and insignias by third-parties.

On March 12, 2024, the Glendora City Council by a 4-1 vote, approved a new brand wordmark and insignias.

On May 28, 2024, the Glendora City Council by a unanimous vote conducted the introduction and first reading of Ordinance No. 2087.

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DISCUSSION
Analysis
With the adoption of the 2023-2025 Two-Year Strategic Plan on April 11, 2023 and several of the adopted strategic objectives focused on the development and enhancement of the City brand. In order to facilitate conversations on these objectives, proposals to develop a new brand for the City of Glendora were requested and on September 12, 2023, the City Council awarded a contract to JPW Communications, a southern California based firm specializing in government communications and branding, to conduct a Brand Assessment, Design, and Rollout. JPW Communications is comprised of marketing, design, and communication professionals, all with prior government experience themselves, has worked with over 60 local government agencies in California on developing branding and messaging strategies since 2015 and provides comprehensive research, assessment, and development processes that help identify key decision markers.

This partnership allowed for a collaborative approach with a goal to balance the city’s rich history with its future aspirations, attract new businesses, and enhance quality of life for the residents and businesses that call Glendora home. It incorporated comprehensive research, assessments, and development processes, stakeholder input and helped identify key decision markers. JPW utilized a 5-phase approach for the branding process since community branding work takes a unique mix of discovery, strategic thinking, design excellence, project management skills and political acumen to create an authentic brand that reflects the community.

Approach
Phase 1 – Conduct Research
JPW conducted thorough research of the agency, the community, and its stakeholders to establish a holistic understanding of Glendora. During this phase, JPW sought input to uncover the perceptions, realities and aspirations for Glendora in order to define its true brand DNA.

During this phase, JPW utilized a mix of qualitative and quantitative research methods that included:
 Community familiarization tour
 Brand material audit/environmental scan
 Competitive analysis
 Demographic research
 SWOT analysis with key city project team
 1:1 Interviews with key stakeholders (12 interviews)
 Community survey
Phase 2 – Develop Strategy
Once the research was complete, JPW drafted a research findings and insight report that made sense of all the research pieces. This became the backbone for the development of a fresh brand narrative for the city as well as a creative brief that would be used to guide the design of a new community mark.

Phase 3 – Design Identity
One consensus was achieved on the research insights, brand narrative, creative brief and design concept, JPW began working on a one-of-a-kind hand lettered wordmark that would be as unique as the community itself. This treatment harkened back to Glendora’s founding in an inviting manner that welcomes all to return, rethink or reimagine Glendora’s future.

The City wordmark(s), logo(s), and other insignia(s) are set forth below:

City of Glendora Wordmark City of Glendora Insignias

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The City seal, logos and other insignias are used on official City documents and for official City business.

They can also be found on publications for City-sponsored events, as well as events that the City cosponsors with outside organizations. The City endorses many programs and events throughout Glendora, and adopting regulations for the use of the City seal and logos will eliminate the appearance of a City endorsement for programs or events the City does not wish to be affiliated with.

As there is no intent for the City seal or logos to be used for private or commercial uses, adopting these regulations will eliminate uncertainty as to how the City seal and logos are to be used. For that reason, and in order to ensure that the City seal and logos are utilized for proper purposes and that unauthorized, deceptive, or fraudulent use be made unlawful, staff recommends the following:

1. Adopt on second reading Ordinance No. 2087 entitled, “AN ORDINANCE OF THE CITY

COUNCIL OF THE CITY OF GLENDORA, CALIFORNIA, AMENDING SECTION

1.12.020(B) OF THE GLENDORA MUNICIPAL CODE RELATING TO THE CUSTODY AND USE OF OFFICIAL CITY LOGO AND OTHER INSIGNIAS.”

FISCAL IMPACT
The proposed amendment to the Glendora Municipal Code is not anticipated to have any fiscal impact.

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ENVIRONMENTAL DETERMINATION
In accordance with the California Environmental Quality Act (CEQA), amending the Glendora Municipal Code to add a section relating to the custody and use of official seal and other insignia is not subject to environmental review under the California Environmental Quality Act (CEQA). Under Section 15378(b)(2) and (b)(5), continued administrative activities and organization activities that will not result in a direct or indirect physical change in the environment are not CEQA projects.

Prepared By Gregory R Morton, Senior Digital Media Specialist Concurs With Not Applicable
Reviewed By Kathleen R. Sessman, City Clerk/Communications Director Certified to Availability of Funds Kyle Johnson, Finance Director/City Treasurer Approved By Adam Raymond, City Manager
Legal Review Danny Aleshire, City Attorney
CEQA Review Not Applicable
ATTACHMENTS:

A. Ordinance No. 2087
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Ordinance No. 2087 Page 1 of 3
ORDINANCE NO. 2087

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
GLENDORA, CALIFORNIA, AMENDING SECTION 1.12.020(B) OF THE

GLENDORA MUNICIPAL CODE RELATING TO THE CUSTODY AND

USE OF OFFICIAL CITY LOGO AND OTHER INSIGNIAS

THE CITY COUNCIL
City of Glendora, California
WHEREAS, the City of Glendora (“City”) has designated an official City logo and insignia(s) as set forth in Section 1.12.020(b) of the Glendora Municipal Code (“GMC”) which is used for, among other purposes, City-issued documentation, promotional materials, signage, and in the regular course and scope of official business; and, WHEREAS, the City logo and insignia(s) are recognized by residents and businesses on City publications and City-sponsored programs; and,
WHEREAS, the City Council of the City desires to amend the City logo and insigna(s) and provide for a new wordmark of the City of Glendora, as set forth in this Ordinance; and, WHEREAS, all prerequisites to the adoption of this Ordinance have occurred.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF GLENDORA,

CALIFORNIA, DOES RESOLVE, DECLARE, DETERMINE AND ORDER AS FOLLOWS:

SECTION 1. The City Council hereby finds that all of the foregoing Recitals are true and correct and are hereby incorporated and adopted as findings of the City Council.

SECTION 2. Chapter 1.12.020(b) of the GMC is hereby amended and restated to read as follows, but only with respect to the City of Glendora logo (i.e., the Community Services, Library, Police Department, Water Commission and Other logos set forth in Chapter 1.12.020(b) of the GMC shall remain unchanged):
(b) The city wordmark(s), logo(s), and other insignias are set forth below:

City of Glendora Wordmark / Logo
City of Glendora Insignias
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Ordinance No. 2087 Page 2 of 3
SECTION 3. The Mayor shall sign this Ordinance and the City Clerk shall attest and certify to the passage and adoption thereof and cause same to be published at least once in the San Gabriel Valley Examiner, a weekly newspaper of general circulation, published in the City of Glendora, which newspaper is hereby designated for that purpose (Govt. Code § 40806); and thereupon, and thirty (30) days after its passage, this Ordinance shall take effect and be in force.

SECTION 4. The adoption of this Ordinance is not a project within the meaning of Section 15378 of the California Environmental Quality Act (“CEQA”) Guidelines because this action involves and organizational or administrative activity of government that will not result in the direct or indirect physical change to the environment.

SECTION 5. If any section, sentence, clause or phrase of this Ordinance is determined to be invalid, illegal, or unconstitutional by a decision or order of any court of competent jurisdiction, then such decision or order will not affect the validity and enforceability of the remaining portions of this Ordinance.

SECTION 6. The Mayor shall sign this Ordinance and the City Clerk shall attest and certify to the passage and adoption thereof and cause same to be published at least once in the San Gabriel Valley Examiner, a weekly newspaper of general circulation, published in the City of Glendora, which newspaper is hereby designated for that purpose (Cal. Govt. Code § 40806). This Ordinance shall be effective on the thirtieth (30th) day after its adoption by the City Council.

PASSED, APPROVED and ADOPTED this ___ day of _____, 2024.

City Council of Glendora, California
BY: _______________________________
MENDELL L. THOMPSON
Mayor
APPROVED AS TO FORM:

Aleshire & Wynder, LLP

DANNY ALESHIRE
City Attorney
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CERTIFICATION
I, Kathleen R. Sessman, City Clerk of the City of Glendora, do hereby certify that the foregoing Ordinance was introduced for first reading on the 28th day of May, 2024 by the following roll call vote:

AYES: COUNCIL MEMBERS: Allawos, Boyer, Davis, Fredendall, and Thompson.

NOES: COUNCIL MEMBERS: None.

ABSENT: COUNCIL MEMBERS: None.

ABSTAIN: COUNCIL MEMBERS: None.

Thereafter, said Ordinance was duly approved and adopted at a regular meeting of the City Council on the _____ day of ______, 2024, by the following roll call vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

I further certify that said Ordinance was published as required by law in a newspaper of general circulation in the City of Glendora, California on the _____ day of ______, 2024.

Dated:

KATHLEEN R. SESSMAN
City Clerk/Communications Director
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STAFF REPORT
TO: MAYOR AND COUNCIL MEMBERS DATE: JUNE 11, 2024
FROM: COMMUNITY DEVELOPMENT DISTRICT(S): 5
SUBJECT: CONSIDERATION OF A LICENSE AGREEMENT TO EXTEND THE USE OF AN EXISTING WIRELESS COMMUNICATION FACILITY ON CITY OWNED PROPERTY AT 1245 SAGA

STREET, GLENDORA

RECOMMENDATION
That the City Council:

1. Authorize the City Manager to Execute a License Agreement with STC One LLC, registered in California as Tower Company One LLC, to extend the operation of an existing Wireless Communication Facility on City Owned Property at 1245 Saga Street (8636-025-908).

STRATEGIC FOCUS AREAS
 Goal 1: Implement Strategic Economic Development (ISED)  Goal 2: Maintain Financial Stability and Sustainability (MFSS)

EXECUTIVE SUMMARY
Telecommunication facilities (often referred to as “cell sites”) are permitted on City-owned property with approval of a Conditional Use Permit (CUP), as prescribed in §21.03.100(D) of the Glendora Municipal Code (GMC), and with approval from the City Council of a License Agreement for use of City-owned land.

A cell site currently exists and operates on City-owned land at 1245 Saga Street. The cell site is located at the eastern end of Saga Street behind two city owned water reservoirs (Attachment A). The original agreement (Attachment B) was executed in 2001 and expired in 2022. The cell site has continued to operate as permitted under the original agreement on a month-to-month basis. After negotiating terms, a new license agreement has been prepared for City Council’s consideration (Attachment C). The initial term of the Agreement is for a period of five years, with options for four, five-year extensions for a total license period of twenty-five years. The initial license fee is Thirty-Three Thousand, Six Hundred Dollars ($33,600) per year, with an annual increase fixed at 3.5% per year.

LEGISLATIVE HISTORY / PREVIOUS ACTIONS
The Planning Commission adopted a Negative Declaration for this project pursuant to the California Environmental Quality Act as recommended by the Zoning Review Board at their meeting of November 9, 2001.

Under the approval of Minor Conditional Use Permit (“MCUP”) 01-16 and Variance 01-19 granted by the City in December of 2001, the Original Agreement was effective January 2, 2002 through January 1, 2022 and continues to be applicable on a month-to-month basis pursuant to Section 2.03(d) of the Original Agreement.

DISCUSSION
The City of Glendora maintains eleven separate agreements authorizing the use of City-owned property for cellular telecommunication facilities. The locations include public parks, water, and maintenance facilities throughout the community. These agreements are important as they provide cell phone service to Item #11. Page 1
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the community and generate revenue for the City in the form of rental payments. In total, nearly Four Hundred Fifty Thousand Dollars ($450,000) in revenue is generated annually benefiting the City’s General Fund.

The proposed Agreement is for an existing cell site. The subject site is referred to as the Hidden Springs Reservoir site and located at 1245 Saga Street (Attachment A). The ground area utilized by the wireless facility is approximately four hundred forty square feet (440 sq. ft.). To minimize the visibility of the tower it includes pine branch treatment as a camouflage tactic, in addition there are two water reservoirs at the location which further screen the cell site from public view.

The Original Agreement (Attachment B) expired in January 1, 2022. Section 2.03(d) of the Original Agreement provides that use of the site may continue on a month-to-month basis. The cell tower owner would like to continue the operation long term and desires to enter into a renewed Agreement. Terms of the proposed License Agreement (Attachment C) are as follows:
 Parties to the License Agreement: City of Glendora and STC One LLC;  Initial term of five years;
 Four, five-year renewal options, for a total (including initial term) of 25 possible years;  Initial License Fee of $2,800 per month or ($33,600/year);  Annual increase to license fee of 3.5% as compared to previous year;  If an additional carrier co-locates on the tower, City approval will be required and rent will increase by 50%, also subject to the 3.5% annual increase;
 A one-time administration fee of $5,500 is due from STC One LLC within 45 days of executed Agreement to cover staff and legal costs associated with negotiation of the Agreement.

FISCAL IMPACT
License Agreement will generate $33,600 in the first 12 months. Thereafter, annual revenue will increase by 3.5%.

ENVIRONMENTAL DETERMINATION
The Planning Commission adopted a Negative Declaration for construction and operation of the cell site pursuant to the California Environmental Quality Act as recommended by the Zoning Review Board at their meeting of November 9, 2001.

Prepared By Valerie R. Velasquez, Housing & Economic Development Manager Concurs With Not Applicable
Reviewed By Jeff Kugel, Community Development Director
Certified to Availability of Funds Kyle Johnson, Finance Director/City Treasurer Approved By Adam Raymond, City Manager
Legal Review Danny Aleshire, City Attorney
CEQA Review Not Applicable
ATTACHMENTS:

A. Site Location
B. Original Agreement
C. Proposed License Agreement
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Attachment A:

Site Location
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01240.0002/737848.6 1
License Agreement Between the City of Glendora and STC One LLC for a Wireless Telecommunications Facility on City Owned Private Property This License Agreement for a Wireless Telecommunications Facility on City Owned Private Property (this “Agreement ”) is made as of __________, 2024 (the “Effective Date”), by and between the CITY OF GLENDORA, a California municipal corporation (“City” or “Licensor”), and STC ONE LLC, a Delaware limited liability company, registered in California as TOWER COMPANY ONE LLC, by and through GLOBAL SIGNAL ACQUISITIONS III LLC, a Delaware limited liability company, its attorney in fact (“Licensee ”), referred herein to each as a “Party” and collectively the “Parties.”

RECITALS
A. City owns the real property described in the attached Exhibit A commonly known as Hidden Springs Reservoir located at 1245 Saga Street in the City of Glendora, County of Los Angeles, State of California, and designated by the Los Angeles County Assessor’s Office as Assessor’s Parcel Number: 8636-025-908 (the “Property”).

B. Following City approval of Minor Conditional Use Permit (“MCUP”) 01-16 and Variance 01-19 granted by the City in December 2001, City and Cox PCS Assets, LLC, a Delaware limited liability company, the original predecessor-in-interest to Licensee, entered into that certain Cellular Antenna Space Lease and Provisions for Access dated January 2, 2002 (the “Original Agreement”), whereby City leased portions of the Property (the “Premises,” as defined therein) to Licensee for the purpose of constructing, operating and maintaining a cellular site (as defined therein). The term of the Original Agreement (inclusive of the extension periods provided for therein) expired on January 1, 2022, at which point the Original Agreement continued in effect on a month-to-month holdover tenancy basis pursuant to Section 2.03(d) of the Original Agreement until such holdover tenancy was terminated by the City effective as of the Effective Date herein.

The Parties acknowledge and agree that their entering into this Agreement shall be deemed to constitute City’s termination of such holdover tenancy and that Licensee waives any right to notice of termination of such holdover tenancy from City.

C. The Parties now desire to enter into a new agreement, on the terms and conditions set forth herein, to authorize Licensee to license a portion of the Property (the “Licensed Premises,” as defined herein) for purposes of continuing to operate and maintain its Wireless Telecommunications Facility (as defined herein) on the Property, subject to the terms hereof and ongoing compliance with applicable conditions of approval of MCUP 01-16 and Variance 01-19.

AGREEMENT
NOW THEREFORE, this Agreement is entered by and between the City and Licensee effective as of the Effective Date listed above.

1. PREMISES

1.1 Licensed Premises. City hereby licenses to Licensee, and Licensee hereby licenses from City, that portion of the Property described in Exhibit B as the “Licensed Premises,” which is approximately 440 square feet.

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Conduit Easement Area. City also grants to Licensee during the term of this Agreement a non-exclusive easement under that certain portion of the Property, which non-exclusive easement shall be irrevocable during the term of this Agreement, but which shall automatically terminate upon expiration or termination of the Removal Period (as defined in Section 28 below), to install, operate, maintain, repair and/or replace utility wires, cables, conduits and pipes under those portions of the Property depicted on the attached Exhibit B as the “Conduit Easement Areas” connecting the Licensed Premises with the nearest points of utility service to the Licensed Premises, all according to plans and specifications approved in writing in advance by City. Upon City’s execution of this Agreement, City is deemed to approve the utilities identified in Exhibit “B”. There shall be no change to Conduit Easement Area without prior written approval of the City, which approval shall not be unreasonably withheld, conditioned or delayed.

1.2 Access Easement Areas. City also grants to Licensee during the term of this Agreement the non-exclusive right, which right shall be irrevocable during the term of this Agreement, but which shall automatically terminate upon expiration or termination of the Removal Period, of ingress to and egress from the Licensed Premises, on foot or motor vehicle, including three-quarter-ton or less trucks, over and across the portions of the Property depicted on the attached Exhibit B as the “Access Easement Areas.” Licensee shall be permitted to access the Licensed Premises Monday through Friday between 7:00 a.m. and 6:00 p.m. In the event of an “Emergency”, where Licensee cannot reasonably comply with the foregoing access restrictions, Licensee shall have the right to access the Premises as is reasonably necessary to address the emergency, and Licensee shall, within twentyfour (24) hours following actual notice of emergency access, inform City of (i) the date and time of emergency access and (ii) the nature of the event requiring emergency access. “Emergency” shall be defined as an unexpected event that if not promptly addressed or repaired is reasonably likely to result in damage or injury to persons, the Wireless Telecommunications Facility, or the Property, or a significant unplanned loss of service.

1.3 In the event the City makes repairs to or constructs improvements over portions of the Access Easement Areas or the road leading to the entrance of the Property which may temporarily prevent or interfere with access to the Premises via the Access Easement Areas, Licensor shall, upon notice from Licensee, preserve Licensee’s ability to access to the Premises at such times and via such areas (which may include portions of the Access Easement Areas) as reasonably necessary for Licensee to address an Emergency, as defined in Section 1.2, and Licensor shall make reasonable best efforts not to prevent non-Emergency access of Licensee to the Premises via the Access Easement Areas for any consecutive period of longer than three (3) business days.

1.4 Premises. The Licensed Premises, Conduit Easement Areas and the Access Easement Areas are collectively referred to herein as the “Premises.” Item #11. Page 29
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1.5 No Representations. Licensee hereby accepts the Premises in their current “ASIS” condition. City makes no representations or warranties, express or implied, regarding the condition of the Premises or the title to the Property, except as stated herein. Licensee takes its interest under this Agreement subject to all matters of record on the Property. Licensee will defend, indemnify and hold City harmless from and against any claims, liabilities, damages, costs and expenses resulting from or relating to any violation by Licensee of any such title matters. Licensee shall use Dig Alert and is responsible for coordinating with the owners of any existing utilities on, under or over the Property. Licensee shall obtain and maintain any and all applicable approvals or permissions required by the Los Angeles County Flood Control District, as well as any and all approvals or permissions required by any other holder of an interest in the Premises. Failure to do so shall constitute a default of Licensee for purposes of Section 21 of this Agreement. City agrees to reasonably cooperate, at no expense to City, with Licensee in City’s capacity as a real property owner, in obtaining all such approvals or permissions, provided that City’s cooperation shall be limited to signing applications, letters of authorization or related consents for approvals and permits that require a signature from the owner of the Property, and provided that notwithstanding any provision of this Agreement, the City reserves all its authority and discretion to consider, approve, conditionally approve or deny any and all Governmental Approvals for which the City is the approval authority.

2. TERM

2.1 Initial Term. The term of this Agreement shall be for five (5) years (the “Initial Term”) commencing on the Effective Date. License payments required under Section 3 below shall commence on the Effective Date.

2.2 Extension Terms. Provided Licensee is not in default beyond any applicable cure period under the terms of this Agreement as of the end of the Initial Term or the end of the then-current Extended Term (defined herein), as applicable, this Agreement shall automatically be extended for four (4) additional five (5) year terms unless Licensee elects not to renew at the end of the then-current term by giving City written notice of the intent to not renew at least six (6) months prior to the end of the then-current term (individually, an “Extended Term,” and collectively, the “Extended Terms”) on the same terms and conditions as set forth in this Agreement (unless expressly provided otherwise in this Agreement).

Licensee shall have no other right to extend the term of this Agreement beyond the Extended Terms.

2.3 Agreement Term. The “Agreement Term” shall mean the Initial Term, any Extended Terms, and any month-to-month tenancy authorized in writing by City pursuant to Section 27 below.

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3. MONTHLY RENT

3.1 Initial Year. Licensee shall pay to City a license fee in advance as “Monthly Rent,” without deduction, setoff, prior notice or demand, the sum of Two Thousand Eight Hundred and 00/100 ($2,800.00) per month on or before the first (1st) day of each calendar month, commencing on the Effective Date, provided, however, City and Licensee acknowledge and agree that the initial Monthly Rent payments for the first two (2) calendar months of the Initial Term shall be paid by Licensee to City within sixty (60) days following the Effective Date. Monthly Rent for any partial month shall be prorated at the rate of 1/30th of the Monthly Rent per day. Monthly Rent is subject to adjustment as provided in Section 3.2 below.

3.2 Annual Adjustment. Beginning on the first day of the month in which the first anniversary of the Effective Date occurs and on the first day of the month of each subsequent anniversary of the Effective Date during the Agreement Term (each, an “Adjustment Date”), the Monthly Rent shall be increased based on the following formula: Increased Monthly Rent = Current Monthly Rent x 103.5%.

3.3 Administrative Fee. For purposes of offsetting costs to City in negotiating and administering this Agreement, and not as additional rent, within sixty (60) days after the Effective Date, Licensee shall pay City a one-time administrative fee in the amount of Five Thousand Five Hundred Dollars ($5,500.00) (“Administrative Fee”). The Administrative Fee does not include fees assessed by City for Governmental Approvals (defined herein). Licensee shall pay all applicable fees and taxes related to any Governmental Approvals. In the event this Agreement is terminated prior to the expiration of the Initial Term or any Extended Term, Licensee shall not be entitled to a refund or credit of any portion of the Administrative Fee.

3.4 Payment. Licensee shall make all payments due under this Agreement payable to the City by mail to City of Glendora, Attn: Department of Finance, 116 E. Foothill Blvd., Glendora CA 91741 or at such other address or to such other persons as City may from time to time designate in writing at least thirty (30) days prior to any Monthly Rent payment date.

3.5 Late Payment. Liquidated damages of five percent (5%) of any Monthly Rent or any other required payment to City shall be paid by Licensee if such payment is not paid to City on or before the tenth (10th) day after the date on which it is due. The Parties hereby agree that such late charge represents a fair and reasonable estimate of the costs City will incur by reason of late payment by Licensee. In no event shall the late charge exceed the maximum allowable by Law (as defined in Section 29.12 below). Acceptance of the late charge by City shall not constitute a waiver of Licensee’s default with respect to any other default except the overdue amount, nor prevent City from exercising any of the other rights and remedies available to City for any other default.

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4. USE; APPROVALS; REQUIRED IMPROVEMENTS; TERMINATION.

4.1 The Licensed Premises may be used by Licensee for Licensee’s Wireless Telecommunications Facility (as defined below). The Conduit Easement Areas may be used by Licensee for underground utility connections to the Licensed Premises. Subject to City’s reasonable rules promulgated by City in writing from time to time, which rules shall be provided to Licensee in advance in writing, the Access Easement Areas may be used by Licensee for reasonable physical access to the Licensed Premises by Licensee’s personnel, vehicles and equipment, and Licensee’s personnel may temporarily park its motor vehicles, including half-ton or less trucks, on City’s Property in the parking lot adjacent to the Licensed Premises to the extent such vehicles are used in conjunction with constructing and maintaining Licensee’s Wireless Telecommunications Facility, and as necessary and consistent with the authorized use of the Premises. Licensee shall use the Premises as set forth in this Section 4.1 and only for the purpose of maintaining, modifying, and operating Licensee’s Wireless Telecommunications Facility, and for no other use (“Permitted Use”).

4.1.1 “Wireless Telecommunications Facility” means those certain existing permitted equipment and structures on the Premises (or as modified in accordance with this Agreement), such as antennas and microwave dishes, air conditioned equipment shelters and base station equipment, cable, wiring, power sources (including emergency back-up batteries), related equipment and structures, walls and fencing, and an antenna support structure, to the extent such equipment and structures are described and depicted in the attached Exhibits.

4.1.2 Licensee shall not deviate from any Exhibits in any manner without City’s prior, written consent, which consent may be withheld in City’s sole and absolute discretion and which shall require a duly approved and executed written amendment to this Agreement, except as otherwise provided in Paragraph 6 below.

4.1.3 Licensee shall install and/or maintain the improvements described in the Exhibits at Licensee’s sole cost and expense.

4.1.4 Above ground or overhead utility wires, cables, conduits or pipes shall not be used to connect utilities across the Property to the Premises.

4.1.5 Any and all antennas, antenna support structure, and any portions of Licensee ’s Wireless Telecommunications Facility visible from any public place, shall be of a “stealth” design utilizing natural colors, and/or camouflaged and approved in writing, in advance, by the City. Any approved design shall include use of material colorings providing not less than twenty (20) years of natural color fast quality. To ensure compliance with this requirement and in addition to the maintenance requirements set forth in Section 9 below, not more than once every five (5) years, City may Item #11. Page 32
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require Licensee to repaint or otherwise re-color the antennas, supporting structure and any portions of the Wireless Telecommunications Facility visible from any public place, so as to match the original color(s), and to replace or repair any stealthing or camouflaged material that is missing, discolored, or otherwise in poor maintenance to its original quantity and quality. City in its proprietary capacity hereby approves the design of the Licensed Premises described and depicted in the Exhibits attached hereto.

4.1.6 Subject to this Agreement, City retains the absolute right to grant the right to use or occupy any portion of the Property, excluding the Licensed Premises, to any other person or entity.

4.2 Prior to using the Premises for any Permitted Use, Licensee shall obtain and maintain all governmental licenses, permits, approvals or other relief required of Licensee by any Law or deemed necessary or appropriate by Licensee for its use of the Premises, including, without limitation, applications for zoning variances, zoning ordinances, amendments, conditional use permits, special use permits, and construction permits (collectively, “Governmental Approvals”), including, without limitation, all Governmental Approvals from City in its governmental capacity required by Law. Licensee agrees that this Agreement does not exempt it from compliance with any Law. City shall bear no responsibility or liability under this Agreement for Licensee ’s inability to make use of the Premises for failure to obtain or maintain any required Governmental Approval; provided however, that City shall reasonably cooperate, at no expense to City, with Licensee in City’s capacity as a real property owner, in obtaining and maintaining the Governmental Approvals, provided that City’s cooperation shall be limited to signing applications, letters of authorization or related consents for approvals and permits that require a signature from the owner of the Property for Governmental Approvals that require a signature from the owner of the Property. Notwithstanding the foregoing, the City reserves all its authority and discretion to consider, approve, conditionally approve or deny any and all Governmental Approvals for which the City is the approval authority. In the event that (i) any of such applications for such Governmental Approvals should be finally rejected; (ii) any Governmental Approval issued to Licensee is canceled, expires, lapses, or is otherwise withdrawn or terminated by the applicable governmental authority; (iii) Licensee determines that such Governmental Approvals may not be obtained in a timely manner; (iv) Licensee determines that any soil boring tests are unsatisfactory; (v) Licensee determines that the Premises is no longer technically compatible for its use, or (vi) Licensee, in its sole discretion, determines that the use of the Premises is obsolete or unnecessary, Licensee shall have the right to terminate this Agreement. Notice of Licensee’s exercise of its right to terminate shall be given to City in writing in accordance with Section 25 below, and shall be effective as set forth in Section 25, or upon such later date as designated by Licensee. All rents paid to said termination date shall be retained by City.

4.3 Except as otherwise stated in this Agreement, including Section 4.1.2, Section 6, and Section 11 hereof, Licensee shall not, without the prior written consent of City, Item #11. Page 33
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not to be unreasonably withheld, delayed or conditioned, at any time during the Agreement Term: (i) add or expand utilities, equipment, antennas and/or conduits to the Wireless Telecommunications Facility beyond what is identified in Exhibits; (ii) sublet any portion of the Wireless Telecommunications Facility or Premises to a third party; or (iii) otherwise allow a third party to use the Wireless Telecommunications Facility or Premises. Licensee acknowledges that City may withhold consent in its reasonable discretion for any such activities which will materially and adversely impact the Property or the use thereof by City and/or other Licensees, and shall require payment of reasonable additional rent as stated in Section 11.6 as a condition of any consent to sublet or otherwise allow a third party to use the Wireless Telecommunications Facility as provided herein.

5. PERFORMANCE AND REMOVAL BOND. In order to secure the performance of its obligation under this Agreement, Licensee shall provide the following security interest to the City:

5.1 Performance and Removal Bond Required. Within sixty (60) days of full execution of this License, or by the date of commencement of any construction or due diligence activities on the Premises, whichever is earlier, Licensee shall pay for and provide City with a Bond, in substantially the form attached hereto as Exhibit C, and naming City as obligee in an amount equal to Seventy Five Thousand and 00/100 Dollars ($75,000.00) to guarantee and assure Licensee’s faithful performance of Licensee’s obligations under this Agreement, including without limitation, removal obligations and payment of the Monthly Rent (the “Bond”).

5.1.1 The amount of the Bond shall be increased by three (3) percent on the anniversary of the Effective Date, and on each anniversary thereafter.

5.1.2 The Bond shall be solely for the protection of Licensor, conditioned upon the faithful performance of the required construction, maintenance and removal work. Bonds shall be executed by an “admitted surety insurer,” as defined in Code of Civil Procedure Section 995.120, authorized to do business in the State of California and reasonably acceptable to Licensor.

5.1.3 The Bond is conditioned upon the performance by Licensee of all the terms and conditions of this Agreement and upon the further condition that if Licensee fails to comply with any terms or conditions governing this Agreement, there shall be recoverable jointly and severally from the principal and surety of the Bond any damage or loss suffered by Licensor as a result, including the full amount of any compensation, or costs of removal or abandonment of Licensee’s property, plus costs and reasonable attorneys’ fees up to the full amount of the Bond.

5.1.4 Such Bond shall remain in effect until all of the following have first occurred: (i) this Agreement has been terminated or expired and (ii) Licensee has complied with all removal and restoration requirements set forth in Section 28 of this Agreement.

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5.2 City’s Right to Draw on Bond. After Licensor provides written notice and a reasonable opportunity to cure, City shall have the right to draw on the Bond in the event of a default or breach by Licensee or in the event Licensee fails to meet and fully perform any of its obligations under this Agreement. If the Bond is drawn upon, all of Licensor’s reasonable costs of collection and enforcement of the provisions relating to the Bond that are specified in this Section, including reasonable attorneys’ fees and costs, may be recovered from the Bond.

5.3 Restoration of the Bond. Licensee must deposit a sum of money or a replacement instrument sufficient to restore the Bond to its original amount within thirty (30) days after notice from City that any amount has been recovered from the Bond.

Failure to restore the Bond to its full amount within thirty (30) days will constitute a breach of a material condition of this Agreement.

5.4 Required Endorsement. The Bond is subject to the reasonable approval of Licensor’s risk management and must contain the following endorsement:
“This bond may not be canceled until sixty (60) days after receipt by City of Glendora, by registered mail, return receipt requested, of a written notice of intent to cancel or not to renew.”

5.5 Reservation of Rights. The rights reserved by Licensor with respect to the performance Bond are in addition to all other rights and remedies Licensor may have under this Agreement or any other law.

6. ALTERATIONS AND IMPROVEMENTS. No alterations, replacements, modifications, additions or changes shall be made to the Wireless Telecommunication Facility or the Premises unless and until Licensee first obtains City’s written approval of such, which approval may be withheld by City in City’s sole and absolute discretion, and which shall require a duly approved and executed written amendment to this Agreement. Notwithstanding the foregoing: (i) “eligible facilities requests,” as defined in Glendora Municipal Code (“GMC”) Section 21.03.100, shall require City’s prior written administrative approval in accordance with GMC Chapter

21.03.100, and shall require a written amendment to this Agreement if they will operate to increase the overall height or width of the Wireless Telecommunications Facility; and (ii) City’s consent and a written amendment to this Agreement shall not be required for maintenance or equipment repairs that do not result in any deviation from the Exhibits or other terms of this Agreement, nor for “like kind” replacements of equipment (i.e., substantially the same, including with respect to weight, size, appearance, and dimensions, and involving no increase to any overall dimension of the Wireless Telecommunications Facility nor any additional cabinets, antennas or other additions or expansions). In the case of replacement(s), Licensee shall deliver to City at least five (5) days’ prior written notice with confirmation of receipt of such replacement(s) together with a written explanation as to how the replacements are “like kind”. When Licensee must conduct work on an Emergency basis, the Licensee shall notify the City as soon as reasonably practicable. The foregoing provisions of this Section shall not affect the obligation of Licensee to obtain (i) City approval of the alterations, replacements, modifications, additions or changes in accordance with GMC Section 21.03.100, and (ii) any other Governmental Approvals required under applicable Laws from City in its governmental capacity.

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7. CONDITIONS OF CONSTRUCTION.

7.1 All work by Licensee on the Premises shall comply with such reasonable rules as City may promulgate in writing from time to time.

7.2 Licensee shall give written notice to City upon commencement of any construction or installation.

7.3 Any installation and/or construction work on the Licensed Premises shall be accomplished in such a manner that it will not materially interfere with or be a source of danger to persons or property on or near the Property or surrounding properties. Nor shall installation and construction materially interfere with the services provided by the City, resources provided to the City, and/or the City’s or public’s use of City Property.

7.3.1 Licensee may perform and obtain, at Licensee’s sole cost and expense, soil borings, percolation tests, engineering procedures, environmental investigation or other tests or reports on, over, and under the Premises, as necessary to determine if Licensee’s use of the Premises will be compatible with Licensee’s engineering specifications, system, design, operations or Governmental Approvals. Licensee shall obtain all required Governmental Approvals. Licensee shall promptly repair any damage to the Premises and the Property caused by Licensee’s tests, inspections and investigations, and restore the Premises and the Property to as good a condition as existed immediately before such damage or alteration occurred. Licensee is responsible for the removal and disposal (in accordance with applicable law) of any soil resulting from Licensee’s tests, inspections and investigations.

7.3.2 The plans and designs for the construction and installation of the Wireless Telecommunications Facility shall be subject to the prior written approval of City. City, in its proprietary capacity, hereby approves the plans and designs for the Wireless Telecommunications Facility attached hereto as Exhibit B, and such approval does not substitute for or replace required Governmental Approvals.

7.3.3 Any design or installation method which will materially interfere with or limit City’s use of the Property shall be prohibited unless approved in writing in advance by City. City’s approval or disapproval of the design or installation of the Wireless Telecommunications Facility shall not alter or diminish any responsibility, liability, or indemnity assumed by Licensee under this Agreement.

7.3.4 During any installation and construction period(s), Licensee may provide temporary chain-link fencing not to exceed six (6) feet in height around the Licensed Premises. Licensee shall be permitted to temporarily store construction materials and equipment for a period not to exceed three (3) Item #11. Page 36
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months commencing on the date Licensee commences any
installation/construction at the Premises. The storage area shall be at a reasonably feasible location on the Property as determined by the City Manager (or his/her designee) in his or her reasonable discretion, provided the total area shall not exceed one hundred (100) square feet.

7.3.5 Once any construction and/or installation work has begun, Licensee shall prosecute all construction and installation to completion with due diligence.

7.3.6 All work on the Premises shall be performed in a good and workmanlike manner, shall substantially comply with the plans and specifications submitted to City and shall comply with all applicable Laws.

7.3.7 Licensee shall pay for all costs and expenses associated with construction and installation done by Licensee, or on behalf of Licensee, on the Premises as permitted or required by this Agreement.

8. UTILITIES AND SERVICES. Licensee shall make all arrangements for and directly pay for all utilities and services furnished to or used by it, including, without limitation, electricity, gas, water and telephone service (if any), and for all connection charges. Licensee shall install, at Licensee’s sole cost and expense, a separate meter for each utility it utilizes.

8.1 Licensee may, at its expense, and with City’s prior written consent and approval, install, operate and maintain a temporary transportable power generator and related transportable fuel storage tank at the Premises.

9. MAINTENANCE

9.1 Licensee, at its sole cost and expense, shall at all times maintain in good order, condition, cleanliness, and repair, reasonable wear and tear excepted, any improvements made by Licensee pursuant to this Agreement, and the Premises and every part of the Premises, including all equipment within the Premises. If Licensee fails to make repairs or maintain any improvements or landscaping beyond any applicable notice and cure periods, City shall have the right to do so and Licensee shall pay the reasonable cost and expenses thereof within thirty (30) days after written demand with supporting documentation. All maintenance work by Licensee on the Premises shall comply with such reasonable rules as City may promulgate in writing from time to time regarding construction and maintenance in or on the applicable Property and of which Licensee is provided written notice. Except in the event of an Emergency, all maintenance work shall be conducted during the hours of seven a.m. and six p.m. and shall not be unreasonably loud or disruptive. In the event any such routine maintenance is unreasonably loud or disruptive, the City may provide Licensee notice of the same by calling Licensee at 866-482-8890 and Licensee shall cease such unreasonably loud or disruptive maintenance promptly following receipt of notice of the same as set forth in this Section 9.1. When the Licensee must conduct maintenance work on an Emergency basis, the Licensee shall notify the City as soon as reasonably practicable.

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9.2 Licensee shall also promptly repair at its sole cost and expense any damage to the Property caused by Licensee or its employees, agents, contractors or sublicensees, and restore the Property to as good a condition as existed immediately before such damage occurred. In the event Licensee fails to repair such damage within thirty (30) days (or any later deadline established by City’s consent to a written request of Licensee based on specific site-based conditions, which consent shall not be unreasonably withheld, conditioned or delayed) after delivery of City’s written notice, City may repair the damage and Licensee shall reimburse the City for such costs within thirty (30) days of delivery of City’s written notice, which shall include an invoice and reasonable supporting documentation from the City.

9.3 Notwithstanding any other provision of this Agreement, if Licensee’s Wireless Telecommunications Facility or any Sublicensee Property creates an imminent and substantial risk of harm to persons or property, City may, without liability to Licensee, perform reasonable work to reduce or mitigate such risk of harm. City shall endeavor, but is not obligated to, provide advance notice, prior to such work, and in the event advance notification is not provided, City shall notify Licensee by telephone as soon thereafter as reasonably practicable. In the event of such work, Licensee shall pay the reasonable cost and expenses thereof within thirty (30) days after written demand, and shall, to the full extent permitted by law, indemnify, defend and hold harmless the City from and against any and all claims or liabilities pertaining to such work performed on any Sublicensee Property.

10. INTERFERENCE

10.1 Licensee shall use the Premises in a manner which does not create a danger to, or materially interfere with, the Property or any use or occupancy of the Property by City, the public, or any other licensee or lessee whose use or occupancy of the Property predates that of Licensee. Licensee shall not do or permit anything to be done in or about the Premises, nor bring or keep anything therein, which will in any way increase the existing rate of or affect any fire or other insurance upon the Property, or cause a cancellation of any insurance policy covering the Property or any part of the Property or any of its contents. Licensee shall not cause, maintain or permit any nuisance in, on or about the Property. Licensee shall not commit or allow to be committed any waste in or upon the Premises.

10.2 Licensee’s Wireless Telecommunications Facility existing as of the Effective Date of this Agreement shall not cause interference which is measurable in accordance with existing industry standards, to any equipment of other licensees or users of the Property, which existed on the Property prior to the effective date of the Original Agreement or to any equipment of City regardless of location; provided the equipment of other licensees or users of the Property operates within Federal Communications Commission regulations. Licensee shall not install on the Premises new equipment of the type and frequency which will cause interference which is measurable in accordance with then existing industry standards to any equipment of other licensees or users of the Property which existed on the Property prior to the effective date of this Agreement or to any equipment of City regardless Item #11. Page 38
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of location; provided such equipment operates within Federal Communications Commission regulations. In the event Licensee desires to add additional equipment to the Premises, after obtaining City’s written approval pursuant to Section 6, such additional equipment shall not cause interference with equipment of other licensees or users of the Property existing as of the date of such installation, or any equipment of City regardless of location.

10.3 Licensee shall resolve any radio interference caused by Licensee’s Wireless Telecommunications Facility to equipment of any other Licensee’s or users of Property existing as of the effective date of the Original Agreement, or to equipment of City, and shall work in good faith to correct radio interference problems experienced by subsequent Licensees or users of Property.

10.4 In the event any modification of Licensee’s Wireless Telecommunications Facility occurring after the initial installation causes such interference, and after City has notified Licensee in writing of such interference, Licensee will promptly take all steps necessary to correct and eliminate the interference, including, without limitation, at Licensee’s option, powering down such equipment and later powering up such equipment for intermittent testing. In no event will City be entitled to terminate this Agreement or relocate the equipment as long as Licensee is making a good faith effort to remedy the interference issue.

10.5 The Parties acknowledge that there will not be an adequate remedy at law for noncompliance with the provisions of this Section 10 and therefore, either Party shall have the right to equitable remedies, such as, without limitation, injunctive relief and specific performance.

11. ASSIGNMENT AND SUBLETTING

11.1 Licensee shall not, either voluntarily or by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber this Agreement or any interest herein, or any right or privilege to this Agreement, or sublet all or any portion of the Premises (in accordance with Section 11.6 below), or allow any other person (the employees, agents, servants and contractors of Licensee excepted) to occupy or use the Premises, or any portion thereof, without first obtaining the consent of City, which consent may not be unreasonably withheld, conditioned or delayed, and complying with the provisions of this Section 11.

11.2 Notwithstanding the foregoing, City consent shall not be required if all of the following conditions are satisfied:
(a) Licensee delivers to City prior written notice of the applicable transaction together with written evidence to the reasonable satisfaction of the City that the transaction complies with the following clause (i) such that City’s consent is not required.
(i) The proposed assignee is (i) a corporation or partnership (a “Parent”) having, directly or indirectly, a majority (51% or greater) Item #11. Page 39
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ownership interest in Licensee, (ii) a corporation or other entity with which Licensee and/or any Parent may merge or consolidate, (iii) a purchaser of substantially all of the outstanding ownership units or assets of Licensee and/or any Parent, and/or (iv) any transferee of Licensee’s Federal Communications Commission cellular license in the market defined by the FCC in which the Property is located.

11.3 City’s consent to one assignment, subletting, occupation or use by any other person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Neither the City’s consent to any subletting or assignment, nor any subletting or assignment not requiring consent, shall relieve Licensee from liability under this Agreement, unless otherwise mutually agreed to by the Parties in writing with respect to an assignment or transfer (no such mutual agreement may occur for any sublicense). Any assignment, sublicense or transfer shall be subject to all of the terms, covenants and conditions of this Agreement and Licensee shall require the assignee or transferee to expressly assume for the benefit of City the obligations of Licensee under this Agreement.

11.4 Any assignment or subletting in violation of this Section 11 shall be void, and shall, at the option of City, constitute a default under this Agreement.

11.5 If City consents to Licensee subletting a portion of the Premises in accordance with this Section 11, Licensee may only sublet space in the Licensed Premises.

11.6 If City approves Licensee’s request to sublicense or grant a similar right of use or occupancy or colocation in the Premises or a portion thereof to a third party (each, a “Future Sublicensee”), the Monthly Rent shall be increased by a factor of one hundred fifty percent (150%) for each additional Future Sublicensee and subject to annual increases provided in Section 3.2 (“Additional Rent”). The first (1st) payment of the Additional Rent shall be due on the first (1st) day of the month following the commencement date of the Future Sublicensee, and each subsequent payment shall be due on the first (1st) day of each month thereafter. If and when any Future Sublicensee expires or terminates for any reason and all of the equipment of such Future Sublicensee has been removed from the Premises, Licensee shall no longer be obligated to pay the Additional Rent for such Future Sublicensee. Notwithstanding anything in this Section 11.6 to the contrary, the Parties agree and acknowledge that revenue derived from subtenants or sublicensees and any successors and/or assignees of such subtenants or sublicensees who commenced use and/or sublease or sublicense of the Premises prior to execution of the Agreement shall be expressly excluded from the Additional Rent and City shall have no right to receive any portion of such revenue, including the anchor tenant Sprint. Licensee acknowledges and agrees that each Future Sublicensee, by the terms of its sublicense and this Agreement, is/shall be subject to all applicable terms, covenants and conditions of this Agreement.

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12. [RESERVED]

13. ENVIRONMENTAL LIABILITY AND HAZARDOUS SUBSTANCES

13.1 Except as described in the last paragraph of this Section 13, Licensee shall not cause or permit any “Hazardous Substances” (as defined below) to be used, stored, generated or disposed of, on or in the Property by Licensee, Licensee’s agents, employees, servants or contractors without first obtaining City’s written consent and/or following any and all applicable permitting requirements.

13.2 If Hazardous Substances are used, stored, generated or disposed of on or in the Premises (including as described in the last paragraph of this Section 13), or if the Property becomes contaminated in any manner for which Licensee is legally liable, Licensee shall indemnify and hold harmless the City Indemnitees from any and all Claims Against City (including, without limitation, a decrease in value of the Property, damages caused by loss or restriction of rentable or usable space, or any damages caused by adverse impact on marketing of the space, and any and all sums paid for settlement of claims, reasonable attorneys’, consultant, and expert fees) arising during or after the term of this Agreement and to the extent arising as a result of that contamination, except to the extent caused by City or City’s agents, employees or contractors. This indemnification includes, without limitation, any and all reasonable costs incurred because of any investigation of the site or any cleanup, removal or restoration mandated by a federal, state or local agency or political subdivision. Without limitation of the foregoing, if Licensee causes or permits the presence of any Hazardous Substance on the Property which results in contamination, Licensee shall promptly, at Licensee’s sole cost and expense, take any and all necessary actions to return the applicable Property to the condition existing prior to the presence of any such Hazardous Substance on the Property or as close as reasonably possible to such prior condition and in any event, to a condition which complies with Law and requires no further action or remediation.

Licensee shall first obtain City’s approval for any such remedial action, which City agrees not to unreasonably withhold, condition or delay. The provisions of this Section 13 shall be in addition to, and does not limit, the obligations set forth in Section 14 of this Agreement, or other obligations and liabilities Licensee may have to City at law or equity and shall survive the expiration or the termination of this Agreement.

13.3 For purposes of this Agreement, the term “Hazardous Substance” means any substance, chemical, pollutant or waste that is hazardous, toxic, dangerous, ignitable, reactive or corrosive and that is regulated by any local government, the State of California, or the United States Government. “Hazardous Substance” also includes, without limitation, any and all materials or substances that are defined by Law as “hazardous waste,” “extremely hazardous waste” or a “hazardous substance.” “Hazardous Substance” also includes, but is not limited to, asbestos, polychlorobiphenyls and oil, petroleum and their by-products.

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14. INSURANCE AND INDEMNIFICATION

14.1 Insurance Coverages. Without limiting Licensee’s indemnification of City, and prior to commencement of any services under this Agreement, Licensee shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City.
(a) General liability insurance. Licensee shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $2,000,000 per occurrence, $4,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.
(b) Automobile liability insurance. Licensee shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Licensee arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident.
(c) Professional liability (errors & omissions) insurance. Licensee shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Licensee agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement.
(d) Workers’ compensation insurance. Licensee shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000).

14.2 General Insurance Requirements.
(a) Proof of insurance. Licensee shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement.

City reserves the right to require access to complete, certified copies of all required insurance policies, at any time.

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(b) Duration of coverage. Licensee shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Licensee, its agents, representatives, employees or subconsultants.
(c) Primary/noncontributing. Coverage provided by Licensee shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured.
(d) City’s rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Licensee or City will withhold amounts sufficient to pay premium from Licensee payments. In the alternative, City may cancel this Agreement.
(e) Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or that is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager.
(f) Waiver of subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Licensee or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Licensee hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
(g) Enforcement of contract provisions (non-estoppel). Licensee acknowledges and agrees that any actual or alleged failure on the part of the City to inform Licensee of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder.

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(h) Requirements not limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Licensee maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Licensee. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
(i) Notice of cancellation. Licensee agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. (j) Additional insured status. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. (k) [Reserved].
(l) Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions that would exclude coverage to the additional insured.
(m) Agency’s right to revise specifications. The City reserves the right at any time during the term of the contract to request reasonable changes in the amounts and types of insurance required by giving the Licensee ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Licensee, the City and Licensee may renegotiate Consultant’s compensation.
(n) Self-insured retentions. Any self-insured retentions must be declared to and approved by City.. Self-insurance will not be considered to comply with these specifications unless approved by City.
(o) Timely notice of claims. Licensee shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies.

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(p) Additional insurance. Licensee shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work.

14.3 Indemnification. To the full extent permitted by law, Licensee agrees to indemnify, defend and hold harmless the City, its elected and appointed officials, officers, employees, volunteers and agents (“Indemnified Parties”) against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of or failure to perform the work, operations or activities provided herein of Licensee, its officers, employees, agents, subcontractors, sublicensees, invitees, or any individual or entity for which Licensee is legally liable (“indemnitors”), or arising from Licensee’s or indemnitors’ reckless or willful misconduct, or arising from Licensee’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, except claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions.

The indemnity obligation shall be binding on successors and assigns of Licensee and shall survive termination or expiration of this Agreement.

15. RESERVATIONS. City reserves (and may grant) such easements through the Property (including the Conduit Easement Areas and the Access Easement Areas) that City deems necessary or desirable, including, without limitation, the right to construct, improve, use, maintain and repair utilities, services, pipes and conduits, so long as such easements do not unreasonably interfere with the use of the Premises by Licensee (except that, in the case of an Emergency, City will be entitled to interfere with Licensee’s use of the Premises to the extent necessary, in City’s good faith discretion, to properly address the Emergency).

16. RIGHT OF ACCESS

16.1 City and City’s officers, employees, consultants, and agents shall, upon not less than seventy-two (72) hours prior written notice to Licensee, except in the event of Emergency in which case no prior notice shall be required (but City shall notify Licensee of such access as soon as possible thereafter), have at all reasonable times the right to enter the Premises, in the presence of a Licensee representative, for the purpose of inspecting the same, posting notices of non-responsibility or any other notices required by Law for the protection of City, doing any work that City is permitted or required to perform under this Agreement, and making any reasonable maintenance or repairs to the Premises that City determines may be required. Any inspection of the Premises shall be performed while in the presence of a Licensee representative provided Licensee makes a Licensee representative available for that purpose. Licensee shall provide City with keys allowing access to any locked portions of the Premises; provided, however, that City shall not be permitted to use such keys to access the Premises except after giving the notice required by this Item #11. Page 45
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Section 16 or unless in the event of an Emergency. In conducting its activities on the Premises as allowed in this Section 16, City shall use good faith efforts to attempt to minimize the inconvenience, annoyance or disturbance to Licensee, provided that the City shall not be liable therefor. Licensee shall not be entitled to an abatement or reduction of Monthly Rent if City exercises any rights reserved in this Section 16.

16.2 Licensee shall provide to City, and maintain current, an Emergency telephone number at which a live person is available twenty-four (24) hours per day, seven (7) days per week who is capable of causing an immediate response by Licensee in the case of an Emergency. The initial Emergency contact telephone number is 800- 788-7011 (alternate 866-482-8890), which may be changed by Licensee upon written notice to City.

17. TAXES AND ASSESSMENTS

17.1 Licensee shall pay or cause to be paid, before delinquency, any and all taxes, assessments or charges levied and assessed against its interest in the Premises, upon all of Licensee’s improvements, equipment, furniture, fixtures, and any other personal property located in or on the Premises, or which may become a lien against the Licensee’s interest in the Premises. Licensee shall reasonably cooperate with the Los Angeles County Assessor in providing any information necessary for the Assessor to make a property tax determination.

17.2 If for any reason Licensee’s Wireless Telecommunications Facility is assessed for tax purposes as part of the Property, Licensee shall reimburse City for any increase in City’s taxes attributable to the value or cost of Licensee’s Wireless Telecommunications Facility. Reimbursement shall be due thirty (30) days following Licensee’s receipt of a written request and reasonable evidence of the increase.

18. LICENSEE’S DEFAULT. The occurrence of any one or more of the following events shall constitute a default and breach of this Agreement by Licensee:

18.1 The vacating or abandonment of the Premises by Licensee, provided that City hereby acknowledges that the Wireless Telecommunications Facility is an unmanned facility;

18.2 The failure by Licensee to make any payment of Monthly Rent or any other payment required to be made by Licensee hereunder, as and when due, where such failure shall continue for a period of five (5) business days after written notice thereof is given to Licensee by City;

18.3 The failure by Licensee to observe or perform any of the covenants, conditions or provisions of this Agreement to be observed or performed by Licensee, other than described in Section 18.2 above, where such failure shall continue for a period of thirty (30) days after City gives written notice of such failure to Licensee; provided, however, that if the nature of Licensee’s default is such that more than thirty (30) Item #11. Page 46
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days are reasonably required for its cure, then Licensee shall not be deemed to be in default if Licensee commences such cure within such thirty (30) day period and thereafter diligently prosecutes such cure to completion; or

18.4 The making by Licensee of any general assignment or general arrangement for the benefit of creditors; or unless prohibited by Bankruptcy Law or other paramount Law, the filing by or against Licensee of a petition to have Licensee adjudged a bankrupt, or a petition or reorganization or arrangement under any Law relating to bankruptcy (unless, in the case of a petition filed against Licensee, the same is dismissed within sixty (60) days); or the appointment of a trustee or a receiver to take possession of substantially all of Licensee’s assets located at the Premises or of Licensee’s interest in this Agreement, where possession is not restored to Licensee within thirty (30) days; or the attachment, execution or other judicial seizure of substantially all of Licensee’s assets located at the Premises or of Licensee’s interest in this Agreement, where such seizure is not discharged within thirty (30) days; or

18.5 In the event of any violation of Section 11 (e.g., a transfer or subletting by Licensee without required consent from City), City shall have the right to declare a default and, if Licensee does not timely cure the default in accordance with Section 18.3 (including without limitation by causing the removal of the unauthorized party and all its equipment and personal property from the Property), to terminate this Agreement in addition to recovering liquidated damages at the rate set forth below from the time the violation occurred until the time of termination of this Agreement, without limitation as to any other remedies City may have. Notwithstanding the foregoing, if Licensee demonstrates to the satisfaction of the City during the cure period that the unauthorized transfer/subletting (i) would warrant City approval under Section 11 had it been timely sought and (ii) otherwise complies with the applicable provisions of this Agreement, then City may approve the unauthorized transfer/subletting and thereby authorize it retroactively in lieu of terminating this Agreement provided: (i) Additional Rent is paid as applicable under Section 11.6 for the retroactive approval period and moving forward thereafter; and (ii) Licensee pays City, in a lump sum at the time of such retroactive approval, liquidated damages in an amount equal to seventy-five percent (75%) percent of the Additional Rent for each month or partial month of the retroactive approval period, in the event of an unauthorized subletting within the scope of Section 11.6,, or $3,000 for each month or partial month of the retroactive approval period, in the event of an unauthorized transfer/assignment not within the scope of Section 11.6.

With respect to the liquidated damages provided for herein, the Parties acknowledge and agree that: (i) it is impracticable or extremely difficult to determine what the actual damages to City would be for the subject violations by Licensee, and how those damages might be calculated; (ii) they have made a reasonable endeavor to estimate fair compensation for such violations; and (iii) upon doing so, they have concluded that the stated amounts represent a fair and reasonable estimate of such damages.

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19. DEFAULT BY CITY. City shall not be in default unless City fails to perform obligations required of City within thirty (30) days after Licensee gives City written notice specifying wherein City has failed to perform such obligation; provided, however, that if the nature of City’s obligation is such that more than thirty (30) days are required for performance then City shall not be in default if City commences performance within such thirty (30) day period and thereafter prosecutes the same to completion in good faith.

21. REMEDIES ON DEFAULT

21.1 Upon a default, and after receipt of written notice of such default by the defaulting Party, and expiration of the defaulting Party's cure period as provided in this Agreement, the non-defaulting Party may at its option (but without obligation to do so), perform the defaulting Party's duty or obligation on the defaulting Party's behalf, including but not limited to obtaining required insurance policies. The reasonable costs and expenses of any such performance by the non-defaulting Party shall be due and payable by the defaulting Party upon receipt of an invoice from the non-defaulting Party that describes the costs and expenses with particularity.

The defaulting Party shall pay to the non-defaulting Party upon demand, the full invoiced amount thereof with interest thereon from the date of payment at the statutory interest rate permitted by California Civil Code Section 3289(b).

Notwithstanding the foregoing, nothing in this Agreement will be deemed to permit Licensee to withhold or offset rent or any other amounts owed to Licensor.

21.2 In the event of an uncured default by either Party with respect to a material provision of this Agreement which remains uncured beyond all applicable cure periods, the non-defaulting Party may, in addition to any other remedies which may be available hereunder and all rights described in California Civil Code Section 1951.4, terminate this Agreement and/or pursue any remedy now or hereafter available to the non-defaulting Party under the Laws or judicial decisions of the state in which the Premises are located; provided, however, that the non-defaulting Party shall use reasonable efforts to mitigate its damages in connection with a default by the defaulting Party.

22. LIMITATION OF CITY’S LIABILITY. In no event shall either Party be liable to the other Party or any of the other Party’s officers, partners, affiliates, subsidiaries, customers, lessees, licensees, sublessees, sublicensees, assignees, agents, representatives, contractors, servants, or employees for any lost revenue, lost profits, anticipated profits, penalties of any kind or description, loss of technology, rights or services, incidental, punitive, indirect, special or consequential damages, or monetary damages of any kind, loss of data, or interruption or loss of use of service, even if advised of the possibility of such damages, whether under theory of contract, tort (including negligence), strict liability or otherwise.

23. RECONSTRUCTION AND/OR RELOCATION.

23.1 In the event Licensee’s improvements on the Premises, or the Premises, are damaged by fire or other perils covered by extended coverage insurance, Licensee agrees to repair the damage, and this Agreement shall remain in full force and Item #11. Page 48
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effect. In the event the improvements are damaged as a result of any cause other than the perils covered by fire and extended coverage insurance, either Party shall have the option to give notice to the other Party at any time within sixty (60) days after such damage, terminating this Agreement as of the date specified in such notice (which date shall be no more than thirty (30) days after the giving of such notice). In the event of giving such notice, this Agreement shall expire and all interest of Licensee in the Premises shall terminate on the date so specified in such notice and the rent, reduced by a proportionate reduction, based upon the extent, if any, to which such damage interfered with the business carried on by Licensee in the Premises, shall be paid up to date of such termination.

23.2 It is understood and agreed that during the Agreement Term, City may need to redevelop the Property. In the event City redevelops the Property, Licensee agrees that City may, only after the expiration of the Initial Term, require Licensee to relocate the Premises one time to another location on the Property, such location to be mutually agreed upon by the Parties (the “Replacement Premises”); provided, however, the Replacement Premises shall be similar to the current Premises in size and compatible for Licensee’s Wireless Telecommunications Facility. Licensee also agrees that it shall cause such relocation to be accomplished within eighteen (18) months after determination of the Replacement Premises location, including obtaining all Governmental Approvals required for the relocation. Licensee further agrees that any and all costs attributable to such relocation shall be borne and paid for by Licensee; provided, however, in lieu of relocating, Licensee shall have the option of terminating this Agreement by providing City with written notice of its election to do so and removing all component parts of the Licensee’s Wireless Telecommunications Facility from the Premises prior to the date City required Licensee to complete the relocation. Licensee shall be permitted to operate a temporary facility at the Property (e.g. cell on wheels) in a location reasonably approved by City during any such relocation; provided that Licensee has obtained all required Governmental Approvals. Licensee hereby WAIVES ALL

RELOCATION RIGHTS AND BENEFITS UNDER CALIFORNIA LAW IN

CONNECTION WITH ANY SUCH RELOCATION OR AGREEMENT
TERMINATION.

24. EMINENT DOMAIN. If City receives notice of a proposed taking by eminent domain of any part of the parcel of land upon which the Premises is situated, City will notify Licensee of the proposed taking within fifteen (15) days of receiving said notice. If all or any part of the Premises shall be taken or appropriated by any authority under the power of eminent domain, either Party shall have the right, at its option, within sixty (60) days after such taking, to terminate this Agreement upon thirty (30) days’ notice. If neither Party elects to terminate as herein provided, the rent thereafter to be paid shall be equitably reduced. In the event of any taking or appropriation whatsoever, City shall be entitled to any and all awards and/or settlements that may be given (other than awards given to Licensee allowed by law against the condemning authority, including for the taking of Licensee’s personal property and/or trade fixtures), and Licensee shall have no claim against City for the value of any unexpired term of this Agreement.

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25. NOTICE. Except as otherwise required by Law, any notice, request, direction, demand, consent, waiver, approval or other communication required or permitted to be given hereunder shall not be effective unless it is given in writing and shall be delivered (a) in person, by certified mail, postage prepaid, return receipt requested, or (c) by a commercial overnight courier that guarantees next day delivery and provides a receipt, and addressed to the Parties at the addresses stated below, or at such other address as either Party may hereafter notify the other in writing as aforementioned:

Licensee: STC One LLC
c/o Crown Castle
Attn: Legal - Real Estate Department
2000 Corporate Drive
Canonsburg, PA 15317
City: City of Glendora
Community Development Dept.
116 E. Foothill Blvd.

Glendora, CA 91741
With a copy to the City Attorney:

Aleshire & Wynder, LLP
Danny Aleshire | City Attorney
3701 Wilshire Blvd., Suite 725
Los Angeles, CA 90010
Service of any such notice or other communications so made shall be deemed effective on the day of actual delivery (whether accepted or refused), as shown by the addressee’s return receipt if by certified mail, and as confirmed by the courier service if by courier; provided, however, that if such actual delivery occurs after 5:00 p.m. (local time where received) or on a non-business day, then such notice or demand so made shall be deemed effective on the first business day following the day of actual delivery. No communications via facsimile or electronic mail shall be effective to give any legal notice under this Agreement.

26. SUCCESSORS. Each and every one of the terms, covenants, and conditions of this Agreement shall inure to the benefit of and shall bind, as the case may be, not only the Parties, but each and every one of the heirs, executors, administrators, successors, assigns, and legal representatives of the Parties; provided, however, that any subletting or assignment by Licensee of the whole or any part of the Premises or any interest therein shall be subject to the provisions of Section 11 above.

27. HOLDING OVER. If Licensee, with City’s written consent, remains in possession of the Premises after expiration or termination of the Agreement Term, such possession by Licensee shall be deemed to be a month-to-month tenancy, terminable on thirty (30) days’ written notice given at any time by either Party, at a monthly rental equal to one hundred fifty percent (150%) of the Monthly Rent (as increased by any Additional Rent) in effect immediately prior to expiration or Item #11. Page 50
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termination. All provisions of this Agreement except those pertaining to rent and term shall apply to the month-to-month tenancy.

28. SURRENDER. City agrees and acknowledges that all of the Wireless Telecommunication Facility, including, without limitation, antenna structures, equipment, conduits, fixtures and personal property of Licensee installed or placed by Licensee in the Premises shall remain the property of Licensee (“Licensee’s Property”), and Licensee shall have the right to remove Licensee’s Property at any time during the term of this Agreement, whether or not such items are considered fixtures and attachments to real property under applicable Laws, provided that Licensee promptly repairs any damage caused by or related to such removal. Within ninety (90) days after the expiration or earlier termination of the term of this Agreement (“Removal Period”), Licensee shall surrender the Premises to City in the same condition as received unless otherwise agreed to by the City, reasonable wear and tear excepted (and if applicable, with the Licensee’s Property, and any and all property or equipment of any sublicensee or other third party within the Licensed Premises [“Sublicensee Property”], removed and all damage caused thereby, or related thereto, repaired, and any foundation removed down to two feet (2’) below grade level). If such Removal Period causes Licensee to remain on the Premises after expiration or earlier termination of this Agreement, the provisions of Section 27 above shall apply until such time as the removal of the Wireless Telecommunications Facility is completed. If improvements or equipment remain after the Removal Period ends, City may remove and dispose of such improvements, equipment, or both, without liability to Licensee, and repair the Premises, and Licensee shall, to the full extent permitted by law, indemnify, defend and hold harmless the City from and against any and all claims or liabilities pertaining to City’s removal or disposal of any Sublicensee Property. Licensee shall reimburse City for such removal, disposal, and repair within thirty (30) days after written demand from City, including reasonable supporting documentation. The obligations set forth in this Section 28 shall survive the expiration or earlier termination of this Agreement.

29. GENERAL PROVISIONS

29.1 Recitals; Exhibits. The foregoing Recitals are true and correct and are incorporated into this Agreement by reference. All Exhibits referenced in this Agreement are incorporated as though set forth in full in this Agreement.

29.2 Waiver. Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. The acceptance of Monthly Rent under this Agreement by City shall not be deemed to be a waiver of any preceding default by Licensee of any term, covenant or condition of this Agreement, other than the failure of Licensee to pay the particular rental so accepted, regardless of City’s knowledge of such preceding default at the time of the acceptance of such rent. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any breach shall impair such right or remedy (except as otherwise required by law) or be construed as a waiver. Any waiver by either party of any breach must be expressly set forth in writing and shall not be a Item #11. Page 51
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waiver of any other breach concerning the same or any other provision of this Agreement.

29.3 Modification. Any modification or amendment to this Agreement shall be of no force and effect unless it is in writing and signed by the Parties or their respective successors in interest.

29.4 Joint Obligation. If more than one person or entity comprises Licensee, the obligations hereunder imposed shall be joint and several as to each such person or entity.

29.5 Construction; Captions. The Parties agree that should any of the terms be determined by a court, or in any type of quasi-judicial or other proceeding, to be vague, ambiguous and/or unintelligible, that the same sentences, phrases, clauses or other wording or language of any kind shall not be construed against the drafting party in accordance with California Civil Code Section 1654, and that each Party to this Agreement waives the effect of such statute. The captions and section titles to the sections of this Agreement are not a part of the Agreement and shall have no effect upon the construction or interpretation of any part of this Agreement. Any term referencing time, days, or period for performance shall be deemed calendar days and not work days.

29.6 Time. Time is of the essence with respect to the performance of this Agreement and each and all of its provisions in which time is a factor.

29.7 Signs. Except for signs required to be placed on the Premises under applicable Laws, Licensee shall not, without City’s prior written approval, install or affix any lighting fixtures, shades, awnings, or decorations (including, without limitation, exterior painting), advertising signs, other signs, lettering, placards or the like, on the improvements made by Licensee, the Premises, or the Property.

29.8 Prior Agreements; Effective Agreement. This Agreement contains all of the agreements of the Parties with respect to the subject matter covered by in this Agreement. All prior and contemporaneous agreements, representations, negotiations, and understandings of the Parties, oral or written, relating to the subject matter covered by this Agreement, are merged into and superseded by this Agreement. This Agreement shall not be effective or binding on any Party until approved by the City Council of the City and fully executed by both Parties.

29.9 Inability to Perform; Force Majeure. The time stated in this Agreement for the performance of any act (other than the payment of money) by either Party shall be extended for the period of time that the Party shall be delayed or prevented from performing by reason of strikes, acts of nature, or any causes beyond the reasonable control of the Party (“Force Majeure”) claiming the extension (excluding inability to make payments), provided that the Party claiming the extension has notified the other of such delay or prevention within fifteen (15) days of the inception thereof, Item #11. Page 52
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01240.0002/737848.6 26
and has thereafter notified the other Party of the status of such delay or prevention not less often than once every fifteen (15) days.

29.10 Partial Invalidity. Any provision of this Agreement which shall be held by a court of competent jurisdiction to be invalid, void or illegal shall in no way affect, impair or invalidate any other provision hereof and such other provisions shall remain in full force and effect; provided, however, in the event a court of competent jurisdiction in a final judicial action determines that any provision providing for the payment of or the amount of Monthly Rent is invalid, void, or illegal, the City in its sole and absolute judgment may, within one-hundred and twenty (120) days of such decision, unilaterally terminate this Agreement by written notice to Licensee.

29.11 Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, whenever possible, be cumulative with all other remedies at law or in equity.

29.12 Compliance with Laws. Each Party agrees to comply with all Laws in the exercise of its rights and performance of its obligations under this Agreement. “Laws” or “Law” as used in this Agreement means any and all statutes, constitutions, ordinances, resolutions, regulations, judicial decisions, rules, tariffs, administrative orders, certificates, orders, directives, judgments, decrees, permits, approvals or other applicable requirements of City or any other governmental entity or agency having joint or several jurisdiction over the Parties, the Premises, the operations of Licensee on the Premises or having jurisdiction that is applicable to any aspect of this Agreement (including, without limitation, Federal Communications Commission (FCC) Radio Frequency (RF) sign posting requirements, and Federal Communications Commission regulations relating to RF emissions) that are in force on the Effective Date and as they may be enacted, issued or amended during the Agreement Term. City shall be entitled to conduct its own testing and/or not more than once per year, upon forty-five (45) days prior written notice to Licensee, if City reasonably suspects Licensee’s equipment is not in compliance with applicable Laws, require Licensee to employ the services of an independent RF Engineer to test RF emission levels attributable to the Wireless Telecommunications Facility and to certify Licensee’s compliance with this Section 29.12.

29.13 Governing Law and Venue. This Agreement shall be interpreted and enforced according to, and the Parties rights and obligations, including any non-contractual claims, shall be governed by the domestic law of the State of California, without regard to its laws regarding choice of applicable law. Any proceeding or action to enforce this Agreement shall occur in the federal court with jurisdiction over Los Angeles County and the state courts located in Los Angeles County, California.

29.14 Estoppel. Each Party agrees to furnish to the other such truthful estoppel information in a form mutually agreeable to the Parties, as the other may reasonably request within forty-five (45) calendar days of the Party's receipt of such request.

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01240.0002/737848.6 27

29.15 Attorneys’ Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney’s fees. Attorney’s fees shall include attorney’s fees on any appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs allowed by law, which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment.

29.16 Survival of Terms. All of the terms and conditions in this Agreement related to payment, removal due to termination or expiration, insurance, indemnification, hazardous substances, limits of City’s liability, attorneys’ fees and waiver shall survive expiration or earlier termination of this Agreement.

29.17 Authority of Licensee . The person executing this Agreement on behalf of Licensee represents and warrants that he or she is duly authorized to execute and deliver this Agreement on behalf of Licensee, in accordance with the formation and organizational documents of Licensee, and that this Agreement is binding upon Licensee.

29.18 City’s Approvals. Neither City’s execution of this Agreement nor any consent or approval given by City hereunder in its capacity as City shall waive, abridge, impair or otherwise affect City’s powers and duties as a governmental body. Any requirements under this Agreement that Licensee obtain consents or approvals of City are in addition to and not in lieu of any requirements of law that Licensee obtain governmental approvals or permits.

29.18.1 The City Manager shall have the authority, but not the obligation, to give all consents and approvals on behalf of City.

29.19 No Third Party Beneficiaries. The Parties shall not be obligated or liable under this Agreement to any Party other than each other. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

29.20 Memorandum of Agreement . Concurrently with its execution and delivery of this Agreement, Licensee shall also execute and deliver to City a memorandum of Agreement in the form attached hereto as Exhibit D (duly acknowledged by a notary) which City may then execute and record. Licensee shall, within thirty (30) days following expiration or termination of this Agreement, execute and deliver to City a quitclaim deed and termination of the memorandum of Agreement with respect to the Premises, in recordable form, designating City as transferee. [SIGNATURES ON FOLLOWING PAGE]
Item #11. Page 54
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01240.0002/737848.6 28
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date(s) and year(s) set forth below, with express intent that this Agreement shall be effective as of the Effective Date.

CITY:

CITY OF GLENDORA,
a municipal corporation
____________________________________
Mendell Thompson, Mayor
Date: ____________________, ________
ATTEST:

Kathleen Sessman, City Clerk/Communications Director
APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP
Danny Aleshire, City Attorney
LICENSEE:

STC ONE LLC,
a Delaware limited liability company,
registered in California as TOWER

COMPANY ONE LLC
By: GLOBAL SIGNAL ACQUISITIONS III LLC,
a Delaware limited liability company
Its: Attorney In Fact
By:_________________________________
Amanda Gray, Manager Real Estate
Date: ____________________, ________
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01240.0002/737848.6 A-1

EXHIBIT A
Legal Description of Property

LOT COM AT SW TERMINUS OF A COURSE IN NW LINE OF LAND DESC IN DOC NO 4434,7-26-60 TO L A CO FLOOD CONTROL DIST HAVING A BEARING OF N 45 54'36" E AND A LENGTH OF 50 FT TH N 45 54'36" E 50 FT TH N 40 08' LOT 20 Item #11. Page 56
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01240.0002/737848.6 B-1

EXHIBIT B
Description of the Premises, including Licensed Premises, Conduit Easement Area and Access Easement Area:
(1) LICENSED PREMISES, also referred to as TOWER LEASE in Survey THE PORTION OF LOT 34 IN SECTION 20, TOWNSHIP 1 NORTH, RANGE 9 WEST IN

THE CITY OF GLENDORA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA AS SHOWN ON THAT SURVEY OF TRACT NUMBER 37637 OF RECORD IN MAP BOOK 1039, PAGE 1 IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, FURTHER DESCRIBED AS FOLLOWS;
COMMENCING AT THE SOUTHERNMOST CORNER OF SAID LOT 34;
THENCE ALONG THE SOUTHERLY PROPERTY LINES OF SAID LOT 34 THE FOLLOWING COURSES AND DISTANCES;
THENCE NORTH 46°08'27" EAST, 50.00 FEET;
THENCE NORTH 40°22'34" EAST, 80.16 FEET;
THENCE NORTH 33°02'14" EAST, 20.86 FEET;
THENCE DEPARTING THE SOUTHERLY LINE OF LOT 34 NORTH 56°57'46" WEST, 25.64 FEET TO THE TRUE POINT OF BEGINNING;
THENCE NORTH 54°55'50" WEST, 31.44 FEET;
THENCE NORTH 35°04'10" EAST, 14.00 FEET;
THENCE SOUTH 54°55'50" EAST, 31.44 FEET;
THENCE SOUTH 35°04'10" WEST, 14.00 FEET TO THE TRUE POINT OF BEGINNING.

CONTAINING 440 SQUARE FEET, OR 0.010 ACRES, MORE OR LESS. (2) CONDUIT EASEMENT AREA and ACCESS EASEMENT AREA, also referred to as NONEXCLUSIVE ACCESS & UTILITY EASEMENT in Survey THE PORTION OF LOT 34 IN SECTION 20, TOWNSHIP 1 NORTH, RANGE 9 WEST IN

THE CITY OF GLENDORA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA AS SHOWN ON THAT SURVEY OF TRACT NUMBER 37637 OF RECORD IN MAP BOOK 1039, PAGE 1 IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, FURTHER DESCRIBED AS FOLLOWS;

BEGIN AT THE POINT OF BEGINNING, THE SOUTHERNMOST CORNER OF SAID LOT 34;
THENCE ALONG THE SOUTHERLY PROPERTY LINES OF SAID LOT 34 THE FOLLOWING COURSES AND DISTANCES;
THENCE NORTH 46°08'27" EAST, 50.00 FEET;
THENCE NORTH 40°22'34" EAST, 80.16 FEET;
THENCE NORTH 33°02'14" EAST, 20.86 FEET;
THENCE DEPARTING THE SOUTHERLY LINE OF LOT 34 NORTH 56°57'46" WEST, 25.64 FEET;
THENCE NORTH 54°55'50" WEST, 31.44 FEET;
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01240.0002/737848.6 B-2
THENCE SOUTH 35°04'10" WEST, 20.00 FEET;
THENCE SOUTH 54°55'50" EAST, 15.90 FEET;
THENCE SOUTH 9°36'53" WEST, 42.47 FEET;
THENCE SOUTH 40°22'34" WEST, 38.72 FEET;
THENCE SOUTH 46°08'27" WEST, 48.86 FEET;
THENCE SOUTH 46°54'37" WEST, 65.88 FEET;
THENCE SOUTH 52°20'33" WEST, 60.87 FEET;
THENCE SOUTH 46°57'59" WEST, 62.24 FEET;
THENCE SOUTH 43°56'42" WEST, 51.56 FEET TO THE BEGINNING OF A NON-TANGENT CURVE CONCAVE WESTERLY, SAID CURVE HAS A RADIUS OF 45.00 FEET, A CHORD BEARING OF SOUTH 16° 52' 55" WEST, AND A CHORD LENGTH OF 43.96 FEET;

THENCE SOUTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 58°28'31" AN ARC DISTANCE OF 45.93 FEET TO A POINT OF NON-TANGENCY; THENCE NORTH 43°56'42" EAST, 90.17 FEET;
THENCE NORTH 46°57'59" EAST, 60.77 FEET;
THENCE NORTH 52°20'33" EAST, 60.88 FEET;
THENCE NORTH 46°54'37" EAST, 66.96 FEET TO THE POINT OF BEGINNING.

CONTAINING 9,164 SQUARE FEET, OR 0.210 ACRES, MORE OR LESS. [Survey follows]
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ment, whereas plans labeled “Existing” were the previous Item #11. Page 63
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Plans labeled “Final” denote the site as it exists as of the Effective date of the Agreement, whereas plans labeled “Existing” were the previous version, prior to site modifications.

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Plans labeled “Final” denote the site as it exists as of the Effective date of the Agreement, whereas plans labeled “Existing” were the previous version, prior to site modifications.

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The Final Antennae Plan identifies the site as it exists as of the Effective Date of the Agreement. The “Existing Antennae Plan” is the previous version, prior to most recent upgrade modifications.

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The Final Antennae Plan identifies the site as it exists as of the Effective Date of the Agreement. The “Existing Antennae Plan” is the previous version, prior to most recent upgrade modifications.

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Plans labeled “Final” denote the site as it exists as of the Effective date of the Agreement, whereas plans labeled “Existing” were the previous version, prior to site modifications.

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Plans labeled “Final” denote the site as it exists as of the Effective date of the Agreement, whereas plans labeled “Existing” were the previous version, prior to site modifications.

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Plans labeled “Final” denote the site as it exists as of the Effective date of the Agreement, whereas plans labeled “Existing” were the previous version, prior to site modifications.

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01240.0002/737848.6 F-1

EXHIBIT C

PERFORMANCE AND REMOVAL BOND
WHEREAS, the CITY OF GLENDORA, (“City”), has approved a wireless installation to be installed, operated and maintained by __________________________________, (“Licensee”) pursuant to a License Agreement for a wireless installation described as follows:__________________________________________________(“Agreement”) at the location commonly known as: _________________; said property is owned by the City.

WHEREAS, the Licensee is required, under the terms of said Agreement to furnish a bond for the faithful performance of the Agreement and removal of any installations as provided for therein;
NOW, THEREFORE, we the undersigned, are held and firmly bound unto the City in the sum of ________________________________________ ($______________), this amount being not less than one hundred percent (100%) of estimated cost to repair or remove the installation as detailed in the Agreement, which shall be in lawful money of the United States of America, for payment of which sum well and truly be made we bind ourselves, our heirs, executors, administrators, and successors, jointly and severally, firmly by these presents.

In case suit is brought upon this bond, ____________ (“Surety”) will pay a reasonable attorneys’ fee to the City in an amount to be fixed by the court.

THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if the hereby bound Licensee, or its heirs, executors, administrators, successors, or assigns, shall in all things stand and abide by, well and truly keep and perform all undertakings, terms, covenants, conditions, and agreements in said Agreement or any amendment thereof, made as therein provided, all within the time and in the manner designated and in all respects according to their true intent and meaning, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect.

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

Executed on 20___.

Licensee:
(Seal if Corporation) By
Title
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(Attach Acknowledgment of Authorized Representative of Principal) Any claims under this bond may be addressed to:
(name and address of Surety)
(name and address of Surety's agent for service of
process in California, if different from above)
(telephone number of Surety's agent in California)
(Attach Acknowledgment)
SURETY
By
(Attorney-in-Fact)
APPROVED:
(Attorney for CITY)
NOTICE:

No substitution or revision to this bond form will be accepted. Sureties must be authorized to do business in and have an agent for service of process in California. Certified copy of Power of Attorney must be attached.

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01240.0002/737848.6 G-1

EXHIBIT D
Memorandum of Agreement

RECORDING REQUESTED
BY; AND WHEN

RECORDED RETURN TO
City of __________
____[insert address]_____
Attention: ___________
[Space Above For Recorder’s Use Only]
The undersigned declares that this Memorandum of Agreement is exempt from Recording Fees pursuant to California Government Code Section 27383 and exempt from Documentary Transfer Tax pursuant to California Revenue and Taxation Code Section 11922.

MEMORANDUM OF AGREEMENT
THIS MEMORANDUM OF AGREEMENT (this “Memorandum”) is dated as of , 20 , and is executed by the CITY OF GLENDORA, a California municipal corporation (“City”), and STC ONE LLC, a Delaware limited liability company, registered in California as TOWER COMPANY ONE LLC, by and through GLOBAL SIGNAL ACQUISITIONS III LLC, a Delaware limited liability company, its attorney in fact (“Licensee ”).

1. Licensee and City entered into that certain License Agreement for a Wireless Telecommunications Facility on City Owned Private Property at Hidden Springs Reservoir (the “Agreement ”), pursuant to which City has agreed to license to Licensee, and Licensee has agreed to license from City, portions (the “Licensed Premises”) of the real property located in the City of Glendora, County of Los Angeles, State of California, which real property is described in Exhibit “1” attached hereto and made a part hereof, designated by the Los Angeles County Assessor’s Office as Assessor’s Parcel Number: 8636-025-908. The Licensed Premises is depicted in Exhibit “2” attached hereto and made a part hereof. The purpose of the Agreement is to enable Licensee to continue to operate and maintain an existing Wireless Telecommunications Facility on the Licensed Premises.

2. The initial term of the Agreement is five (5) years, with four (4) successive five (5) year extension term options in favor of Licensee and upon the other terms and conditions set forth in the Agreement, which terms and conditions are incorporated herein by this reference.

3. This Memorandum is prepared for the purposes of recordation and record notice only and in no way modifies the terms and conditions of the Agreement. In the event any provision of Item #11. Page 73
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this Memorandum is inconsistent with any term or condition of the Agreement, the term or condition of the Agreement shall prevail.

4. Counterparts. This Memorandum may be executed in any number of counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, taken together, shall be deemed to be one and the same instrument.

IN WITNESS WHEREOF, the Parties hereto have executed this Memorandum of Agreement as of the date first written above.

CITY: CITY OF GLENDORA,
a California municipal corporation
By:

City Manager
ATTEST:
____________________
City Clerk
APPROVED AS TO FORM:
______________
City Attorney
[Acknowledgment Page Follows]
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A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA )
) ss.

COUNTY OF _________________________ )
On ___________________ before me, ____________________________________, Notary Public,
personally appeared _____________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal

SIGNATURE OF NOTARY PUBLIC
(Seal)
[Licensee Execution Page Follows]
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LICENSEE: STC ONE LLC,
a Delaware limited liability company,
registered in California as TOWER COMPANY

ONE LLC
By: GLOBAL SIGNAL ACQUISITIONS III LLC,
a Delaware limited liability company,
Its: Attorney In Fact
By:

Name:

Title:

Date:

State of Texas
County of ___________
Before me, __________________________, a Notary Public, on this day personally appeared ____________________________________, ________________________ of GLOBAL SIGNAL ACQUISITIONS III LLC, a Delaware limited liability company, as Attorney in Fact for STC ONE LLC, a Delaware limited liability company, registered in California as TOWER COMPANY ONE LLC, known to me (or proved to me on the oath of ____________ or through driver’s license, state id card, resident id card, military id card, or passport) to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that she/he executed the same for the purposes and consideration therein expressed.

Given under my hand and seal of office this _____________ day of ___________, 20___. ______________________________
(Personalized Seal) Notary Public’s Signature
Item #11. Page 76
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STAFF REPORT
TO: MAYOR AND COUNCIL MEMBERS DATE: JUNE 11, 2024
FROM: COMMUNITY DEVELOPMENT DISTRICT(S): CITYWIDE
SUBJECT: ZERO EMISSION VEHICLE CALL FOR PROJECTS PROPOSITION C FUNDING

AGREEMENT

RECOMMENDATION
That the City Council:

1. Authorize the City Manager to execute the Zero Emission Vehicle Call for Projects Proposition C Funding Agreement between the City of Glendora and the Los Angeles County Metropolitan Transportation Authority (LACMTA).

STRATEGIC FOCUS AREAS
 Goal 2: Maintain Financial Stability and Sustainability (MFSS)  Goal 5: Improve and Maintain the City’s Infrastructure and Facilities (IMCIF)

EXECUTIVE SUMMARY
The Innovative Clean Transit Regulation (ICT) was adopted in December 2018 and requires all public transit agencies to gradually transition to a 100 percent zero‑emission bus (ZEB) fleet. On September 13, 2022, the City Council adopted the City of Glendora Zero Emission Rollout Plan which identified fleet, facility, and capital planning for the transition to zero-emission transit technology. Subsequently, LACMTA made available funds for transit agencies in LA County who are not otherwise eligible for Federal Transit Administration grants for zero-emission and bus facility grants. The City of Glendora applied for and was awarded $1,000,000 towards the purchase of zero-emission buses and facility improvements to support their deployment.

LEGISLATIVE HISTORY / PREVIOUS ACTIONS
Staff and the City Council began work on the Rollout Plan starting in August 2021. The City Council, Community Services Commission, and Planning Commission received and reviewed the draft Rollout Plan. On June 28, 2022, the City Council also reviewed the Rollout Plan, approved two zero-emission bus purchases, EV chargers, the ChargeReady Transport Agreement, and accepted the award of the Carl Moyer grant for the EV chargers. On September 13, 2022, the City Council adopted the final City of Glendora Zero Emission Rollout Plan. The California Air Resources Board (CARB) certified the City’s Rollout Plan as compliant on October 26, 2022.

DISCUSSION
Background
The California Air Resources Board (CARB) created the ICT to require transit agencies to move towards zero-emission technology. Under the ICT, the City of Glendora is considered a small operator. CARB requires 25% of eligible new bus purchases to be zero-emission starting in 2026 and grow to 100% by 2029.

To be compliant with the ICT and maintain eligibility for state clean vehicle vouchers (HVIP), the City Item #12. Page 1
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Staff Report Page 2 of 3
prepared its Rollout Plan which CARB certified in October of 2022. The City took delivery of two zeroemission buses in October 2023 and Southern California Edison started installing charging infrastructure at the new Transit Yard in May 2024.

Funding Agreement
With respect to transit funding allocations in LA County, the City of Glendora is considered a non-included operator (by contrast Arcadia, Claremont, Montebello, and Foothill Transit are considered included operators) and as such is excluded from directly receiving federal and state capital and operating funds.

LACMTA recognizing this disparity, and with advocacy from agencies like the City of Glendora, made available funds to reflect higher federal transit funding allocation due to the Infrastructure Investment and Jobs Act in 2021.

The City of Glendora applied for and was awarded $1,000,000 towards the purchase of zero-emission buses and facility improvements to support their deployment at the new Transit Yard.

FISCAL IMPACT
Sufficient budget is available in Proposition A (209) and the Grants Fund (207) in the proposed FY2024/FY2025 Two-Year – Year 2 Budget Mid-Cycle Update.

The Transit Yard Modernization CIP has a total local funding amount of $360,000. Use of the local funding amount is detailed below:

Expenditures to Date Amount
Four DC fast chargers $247,104
Site Preparation 704
Planned Expenditures
Electrician Services for Charger Installation 44,651
Total $292,459
Remaining Local Funding $67,541
It is anticipated the LACMTA grant will cover portions of the next two zero-emission bus acquisitions and facility upgrades such as repaving and ADA/Building Code requirements at the new Transit Yard.

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ENVIRONMENTAL DETERMINATION
Not applicable.

Prepared By Steven Mateer, Transportation Manager
Concurs With Not Applicable
Reviewed By Jeff Kugel, Community Development Director
Certified to Availability of Funds Kyle Johnson, Finance Director/City Treasurer Approved By Moises Lopez, Assistant City Manager
Adam Raymond, City Manager
Legal Review Danny Aleshire, City Attorney
Payam Mostafavi, Assistant City Attorney
CEQA Review Not Applicable
ATTACHMENTS:

A. Funding Agreement
B. Presentation
Item #12. Page 3
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Funding Agreement No. MOUZEVGLDO24000
1 Funding Agreement
Prop C Funds

ZERO EMISSION VEHICLE CALL FOR PROJECTS

PROPOSITION C

FUNDING AGREEMENT
This Funding Agreement (“Agreement”) is made and entered into effective as of May 1, 2024 (“Effective Date”), and is by and between the Los Angeles County Metropolitan Transportation Authority ("LACMTA") and the City of Glendora ("GRANTEE") for Purchase of 4 Battery Electric Vehicles and Charging Equipment Project.

WHEREAS, as part of the 2023 ZEV Call for Projects, the LACMTA Board of Directors, at its meeting on June 22, 2023, authorized a grant of $1,000,000 to GRANTEE, subject to the terms and conditions contained in this Agreement.

NOW, THEREFORE, the parties hereby agree as follows:

The terms and conditions of this Agreement consist of the following and each is incorporated by reference herein as if fully set forth herein:

1. Part I - Specific Terms of the Agreement

2. Part II - General Terms of the Agreement

3. Attachment A - ZEV Project Selections and Awards

4. Attachment B - Project Application

5. Attachment C - Expenditure Report Template

6. Attachment D - LTSS ZEV Principles & Priorities
In the event of a conflict, the Special Grant Conditions, if any, shall prevail over the Specific Terms of the Agreement and any attachments and the Specific Terms of the Agreement shall prevail over the General Terms of the Agreement.

Item #12. Page 4
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Funding Agreement No. MOUZEVGLDO24000
2 Funding Agreement
Prop C Funds
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the dates indicated below:

LACMTA:

LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY By: ________________________________________ Date: _______________________ Stephanie N. Wiggins
Chief Executive Officer
APPROVED AS TO FORM:

DAWYN R. HARRISON
County Counsel
By: ________________________________________ Date: _______________________ Deputy
GRANTEE:

City of Glendora
By: ________________________________________ Date: _______________________ Mayor/City Manager
APPROVED AS TO FORM (OPTIONAL):

City of Glendora Legal Counsel
By: ________________________________________ Date: _______________________ Item #12. Page 5
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PART I

SPECIFIC TERMS OF THE AGREEMENT

1. Title of the Project (the "Project"): Purchase of 4 Battery Electric Vehicles and Charging Equipment

2. To the extent the Funds are available, LACMTA shall make to GRANTEE a one-time grant of the Proposition C 40% funds in the amount of $1,000,000 (the “Funds”) for the Project in accordance with the terms of this Agreement. LACMTA Board of Directors’ action of June 22, 2023, granted the Funds to GRANTEE for the Project.

3. The Project Funding documents including all sources of funds programmed for the Project as approved by LACMTA and is attached as Attachment A. The Project Funding includes the total programmed budget for the Project, including the Funds granted by LACMTA and GRANTEE’S local match requirement (the “GRANTEE Funding Commitment”).

4. GRANTEE shall complete the Project as described in the Project Application. The Project Application is attached to this Agreement as Attachment B. The Project Application includes a description of the Project, a detailed description of the work to be completed by GRANTEE including, without limitation, project justification, rollout plan, etc.. Work shall be delivered in accordance with that schedule unless otherwise agreed to by the parties in writing.

If a GRANTEE fails to comply with work as described in their application, then LACMTA will have the option to terminate this Agreement for default.

5. Amendments to this Agreement shall be in writing executed by the parties. No changes to the (i) grant amount, (ii) Project Funding, (iii) the Scope of Work, or (iv) the lapse date of the Funds shall be allowed without a written amendment to this Agreement, approved and signed by the LACMTA Chief Executive Officer or his/her designee and GRANTEE.

6. Notice will be given to the parties at the address specified below unless otherwise notified in writing of change of address. Any notice required or permitted to be delivered hereunder shall be deemed to be delivered upon receipt by the correct address by United States mail, postage prepaid, certified or registered mail, return receipt requested, or by Federal Express or other reputable overnight delivery service addressed to the parties hereto as follows:

LACMTA's Address:

Los Angeles County Metropolitan Transportation Authority One Gateway Plaza
Los Angeles, CA 90012
Attention: Chelsea Meister; Mail Stop 99-21-3
Email: [email protected]
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GRANTEE's Address:

City of Glendora
410 E. Dalton Ave
Glendora, CA 91714
Attn: Steven Mateer
[email protected]
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PART II

GENERAL TERMS OF THE AGREEMENT

1. TERM:

1.1 The term of this Agreement shall commence on May 1, 2024 and shall expire December 31, 2030. The parties understand and agree there are certain covenants and agreements which specifically remain in effect after expiration or termination of this Agreement.

1.2 Should LACMTA determine there are insufficient Funds available for the Project; LACMTA may terminate this Agreement by giving written notice to GRANTEE at least thirty (30) days in advance of the effective date of such termination. If this Agreement is terminated pursuant to this section, LACMTA will not reimburse GRANTEE any costs incurred after the effective date of such termination, except those necessary to return any facilities modified by the Project’s construction to a safe state. LACMTA’s share of these costs will be in equal proportion of the grant to GRANTEE Funding Commitment ratio.

2. INVOICE BY GRANTEE:

The City shall submit invoices to LACMTA prior to December 31, 2030, not to exceed the grant amount of $1,000,000 to receive its payment described in this agreement. GRANTEE shall submit proof of purchase and their expenditure report along as supporting documentation with the invoice.

Submit invoice with supporting documentation to:

[email protected] (preferable)
or
mail to:

Los Angeles County Metropolitan Transportation Authority Accounts Payable
P. O. Box 512296
Los Angeles, CA 90051-0296
All invoice material must contain the following information:

Itemized Invoice
Completed Expenditure Report (Attachment C)
Fully Executed MOU
Re: LACMTA MOU# MOUZEVGLDO24000 M.S. Chelsea Meister (99-21-3)

3. USE OF FUNDS:

3.1 GRANTEE shall utilize the Funds to complete the Project as described in the project application and in accordance with the LTSS ZEV Principles and Priorities in Item #12. Page 8
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Attachment D and the most recently adopted LACMTA Proposition C Guidelines for the type of Proposition C funds granted by LACMTA hereunder (the "Guidelines").

3.2 GRANTEE shall not use the Funds to substitute for any other funds or projects not specified in this Agreement. Further, GRANTEE shall not use the Funds for any expenses or activities beyond the approved Project Application (Attachment B). *3.3 GRANTEE must use the Funds in the most cost-effective manner. If GRANTEE intends to use a consultant or contractor to implement all or part of the Project, LACMTA requires that such activities be procured in accordance with GRANTEE’S contracting procedures and consistent with State law. GRANTEE will also use the Funds in the most cost-effective manner when the Funds are used to pay “in-house” staff time. This effective use of funds provision will be verified by LACMTA through on-going Project monitoring and through any LACMTA interim and final audits. *3.4 GRANTEE’S employee, officers, councilmembers, board member, agents, or consultants (a “GRANTEE Party”) are prohibited from participating in the selection, award, or administration of a third-party contract or sub-agreement supported by the Funds if a real or apparent conflict of interest would be involved. A conflict of interest would include, without limitation, an organizational conflict of interest or when any of the following parties has a financial or other interest in any entity selected for award: (a) a GRANTEE Party (b) any member of a GRANTEE Party’s immediate family, (c) a partner of a GRANTEE Party; (d) any organization that employs or intends to employ any of the above. This conflict of interest provision will be verified by LACMTA through on-going Project monitoring and through any LACMTA interim and final audits.

3.5 GRANTEE is obligated to continue using the Project consistent with the public transportation purposes for which the Project was approved. The Project right-of-way and real property purchased to implement the Project shall remain dedicated to public transportation use. The obligations set forth in this section shall survive termination of this Agreement.

3.6 If GRANTEE desires to use the Funds to purchase or lease equipment including, without limitation, vehicles, office equipment, computer hardware or software, or other personal property (“Equipment”) necessary to perform or provide the services set forth in the Project Application, GRANTEE must obtain LACMTA’s written consent prior to purchasing or leasing any Equipment. Equipment purchased or leased without such prior written consent shall be deemed an unallowable expenditure of the Funds. Equipment acquired as part of the Project shall be dedicated to that Project use for their full economic life cycle, including any extensions of that life cycle achieved by reconstruction, rehabilitation, or enhancements.

3.7 If an Equipment ceases to be used for the proper use as originally stated in the Project Application, GRANTEE will be required to return to LACMTA the Funds used to purchase or lease such Equipment in proportion to the useful life remaining and in equal proportion of the Funds to GRANTEE Funding Commitment ratio. The obligations set forth in this section shall survive termination of this Agreement.

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3.8 If any Project facilities or any real property purchased to implement the Project is no longer used or is no longer needed for the Project, including construction easements or excess property, GRANTEE will be required to return to LACMTA the Funds used to design, construct or acquire such Project facilities or real property in equal proportion of the grant to GRANTEE Funding Commitment ratio. The obligations set forth in this section shall survive termination of this Agreement.

3.9 If GRANTEE desires to use any Project facility or any real property purchased to implement the Project to generate revenue, GRANTEE shall first obtain LACMTA’s written consent prior to entering into any such revenue generating arrangement.

GRANTEE shall provide LACMTA with the applicable information regarding the transaction, including without limitation, the property at issue, the proposed use of the property, the amount of revenue, any impact to the Project and the proposed use of the revenue. LACMTA consent may be conditioned on whether bond funds were used, and how GRANTEE plans to use the revenue, including, without limitation, sharing any net revenues with LACMTA. If GRANTEE fails to obtain LACMTA’s prior written consent, GRANTEE shall be considered in default and LACMTA shall have all rights and remedies available at law or in equity, including, without limitation the return of the Funds to cover the cost of the property in question. The obligations set forth in this section shall survive termination of this Agreement.

3.10 GRANTEE understands that this Agreement does not provide any rights for GRANTEE to use LACMTA real property needed for the Project. If the Project requires use of LACMTA Property, GRANTEE will need to enter into a separate agreement with LACMTA in accordance with LACMTA real property policies and procedures. Nothing in this Agreement obligates LACMTA to provide GRANTEE with any real estate right.

4. DISBURSEMENT OF FUNDS:

4.1 Disbursements shall be made on a reimbursement basis in accordance with the provisions of this Agreement. GRANTEE shall submit proof of purchase along with their invoice prior to funds being distributed. Should supporting documentation not be provided with invoices then disbursement of funds will be delayed until such documentation is received by LACMTA.

4.2 LACMTA will make all disbursements electronically unless an exception is requested in writing. Disbursements via Automated Clearing House (ACH) will be made at no cost to GRANTEE. GRANTEE must register in LACMTA’s iSupplier portal and submit an application before grant payments can be made. The link to the portal can be found at http://media.metro.net/uploads/EBB/Vendor Portal Registration.pdf.

4.3 GRANTEE shall demonstrate that the GRANTEE has expended its own funding identified in application to fully fund Project.

4.4 Expenses that are not invoiced within 60 days after the lapsing date specified in Part II, Section 8.1 below are not eligible for reimbursement.

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4.5 Funds expended prior to the Effective Date shall not be reimbursed unless, pursuant to paragraph 9 of Attachment D, the GRANTEE applied for and received approval for a recent or pending purchase of an eligible zero emission equipment or vehicles.

4.6 Commencing with the Effective Date, Funds will be made available to GRANTEE for all work related to the initial Project milestone identified in Attachment B - Project Application.

5. AUDIT REQUIREMENTS/PAYMENT ADJUSTMENTS:
*5.1 LACMTA, and/or its designee, shall have the right to conduct audits of the Project, as deemed appropriate, such as financial and compliance audits; interim audits; pre-award audits, performance audits and final audits. LACMTA will commence a final audit within twelve months of receipt of an acceptable final invoice, provided the Project is ready for final audit (meaning all costs and charges have been paid by GRANTEE and invoiced to LACMTA, and such costs, charges and invoices are properly documented and summarized in the accounting records to enable an audit without further explanation or summarization including actual indirect rates for the period under review). GRANTEE agrees to establish and maintain proper accounting procedures and cash management records and documents in accordance with Generally Accepted Accounting Principles (GAAP). GRANTEE shall reimburse LACMTA for any expenditure not in compliance with this Agreement and the Guidelines. GRANTEE’S eligible expenditures submitted to LACMTA for this Project shall be in compliance with the Project Application (Attachment B). Any use of the Funds which is expressly prohibited under this Agreement shall be an ineligible use of the Funds and may be disallowed by LACMTA audit. Findings of the LACMTA audit are final. When LACMTA audit findings require GRANTEE to return monies to LACMTA, GRANTEE shall return such monies within thirty (30) days after the final audit is sent to GRANTEE. *5.2 GRANTEE’S records shall include, without limitation, accounting records, written policies and procedures, contract files, original estimates, correspondence, change order files (including documentation covering negotiated settlements), invoices, and any other supporting evidence deemed necessary by LACMTA to substantiate charges related to the Project (all collectively referred to as “records”) shall be open to inspection and subject to audit and reproduction by LACMTA auditors or authorized representatives to the extent deemed necessary by LACMTA to adequately permit evaluation of expended costs. Such records subject to audit shall also include, without limitation, those records deemed necessary by LACMTA to evaluate and verify, direct and indirect costs, (including overhead allocations) as they may apply to costs associated with the Project. These records must be retained by GRANTEE for three years following final payment under this Agreement.

Payment of retention amounts shall not occur until after the LACMTA’s final audit is completed.
*5.3 GRANTEE shall cause all contractors to comply with the requirements of Part II, Sections 5.1 and 5.2 above. GRANTEE shall cause all contractors to cooperate fully in furnishing or in making available to LACMTA all records deemed necessary by LACMTA auditors or authorized representatives related to the Project.

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*5.4 LACMTA or any of its duly authorized representatives, upon reasonable written notice shall be afforded access to all of the records of GRANTEE and its contractors related to the Project, and shall be allowed to interview any employee of GRANTEE and its contractors through final payment to the extent reasonably practicable. *5.5 LACMTA or any of its duly authorized representatives, upon reasonable written notice, shall have access to the offices of GRANTEE and its contractors, shall have access to all necessary records, including reproduction at no charge to LACMTA, and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the terms and conditions of this Agreement.

5.6 In addition to LACMTA’s other remedies as provided in this Agreement, LACMTA shall withhold the Funds and/or recommend not to award future Call for Projects grants to GRANTEE if the LACMTA audit has determined that GRANTEE failed to comply with the Project Application (such as misusing Funds or failure to return Funds owed to LACMTA in accordance with LACMTA audit findings).
*5.7 When business travel associated with the Project requires use of a vehicle, the mileage incurred shall be reimbursed at the mileage rates set by the Internal Revenue Service, as indicated in the United States General Services Administration Federal Travel Regulation, Privately Owned Vehicle Reimbursement Rates.

5.8 Whenever possible, in exercising its audit rights under this Agreement, LACMTA shall rely on GRANTEE’S own records and audit work to minimize direct audit of contractors, consultants, and suppliers.

6. ONE TIME GRANT: This is a one time only grant subject to the terms and conditions agreed to herein. This grant does not imply nor obligate any future funding commitment on the part of LACMTA.

7. SOURCES AND DISPOSITION OF FUNDS:

7.1 The obligation for LACMTA to grant the Funds for the Project is subject to sufficient Funds being made available for the Project by the LACMTA Board of Directors. If such Funds are not made available for the Project, LACMTA shall have no obligation to provide the Funds for the Project, unless otherwise agreed to in writing by LACMTA.

7.2 GRANTEE shall fully fund and contribute the GRANTEE Funding Commitment, as identified in the Project application (Attachment B), towards the cost of the Project. If the Funds identified in Attachment B are insufficient to complete the Project, GRANTEE agrees to secure and provide such additional non-LACMTA programmed funds necessary to complete the Project.

7.3 GRANTEE shall be responsible for all cost overruns for the Project.

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7.4 If, at the time of final voucher, available funding for the Project (including the Funds, GRANTEE Funding Commitment, and any additional funding) exceeds the actual Project costs, then the cost savings shall be applied in the same proportion as the sources of funds from each party to this Agreement as specified in the Project Funding and both the Funds and GRANTEE Funding Commitment required for the Project shall be reduced accordingly. LACMTA shall have the right to use any cost savings associated with the Funds at its sole discretion, including, without limitation, programming the unused Funds to another project or to another GRANTEE. If, at the time of final voucher, it is determined that GRANTEE has received Funds in excess of what GRANTEE should have received for the Project, GRANTEE shall return such overage to LACMTA within 30 days from final voucher.

8. TIMELY USE OF FUNDS / REPROGRAMMING OF FUNDS:

8.1 GRANTEE must demonstrate timely use of the Funds by:
(i) executing this Agreement within ninety (90) days of receiving formal transmittal of the Agreement from LACMTA, or by
December 31st of the first Fiscal Year in which the Funds are programmed, whichever date is later; and
(ii) meeting the Project milestones due dates as agreed upon by the LACMTA and GRANTEE in the Agreement; milestones include, but are not limited to the following:

8.2 If GRANTEE does not complete one element of the Project, as described in the Project Application, due to all or a portion of the Funds lapsing, the entire Project may be subject to deobligation at LACMTA’s sole discretion. In the event that all the Funds are deobligated, this Agreement shall automatically terminate.

8.3 If GRANTEE fails to meet any of the conditions in paragraph 8.1 above, the Project shall be considered lapsed and will be submitted to the LACMTA Board for deobligation. Expenses that are not invoiced within 60 days after the lapsing date are not eligible for reimbursement.

9. DEFAULT: A Default under this Agreement is defined as any one or more of the following: (i) GRANTEE fails to comply with the terms and conditions contained herein or in the Guidelines; (ii) GRANTEE is consistently behind schedule in meeting milestones or in delivering the Project; or (iii) GRANTEE fails to perform satisfactorily or makes a material change, as determined by LACMTA at its sole discretion, to the Financial Plan, the Scope of Work, or the Project Funding without LACMTA’s prior written consent or approval as provided herein.

10. REMEDIES:

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10.1 In the event of a Default by GRANTEE, LACMTA shall provide written notice of such Default to GRANTEE with a 30-day period to cure the Default. In the event GRANTEE fails to cure the Default, or commit to cure the Default and commence the same within such 30-day period to the satisfaction of LACMTA, LACMTA shall have the following remedies: (i) LACMTA may terminate this Agreement; (ii) LACMTA may make no further disbursements of Funds to GRANTEE; and/or (iii) LACMTA may recover from GRANTEE any Funds disbursed to GRANTEE as allowed by law or in equity.

10.2 Effective upon receipt of written notice of termination from LACMTA pursuant to Section 10.1, GRANTEE shall not undertake any new work or obligation with respect to this Agreement unless so directed by LACMTA in writing. Any Funds expended after termination shall be the sole responsibility of GRANTEE.

10.3 The remedies described herein are non-exclusive. LACMTA shall have the right to enforce any and all rights and remedies herein or which may be now or hereafter available at law or in equity.

11. COMMUNICATIONS:
*11.1 GRANTEE shall ensure that all Communication Materials contain recognition of LACMTA’s contribution to the Project as more particularly set forth in “Funding Recipient Communications Guidelines” available at http://metro.net/partnerscivic. The Funding Recipient Communications Guidelines may be changed from time to time during the course of this Agreement. GRANTEE shall be responsible for complying with the latest Funding Recipient Communications Guidelines during the term of this Agreement, unless otherwise specifically authorized in writing by the LACMTA Chief Communications Officer.
*11.2 For purposes of this Agreement, “Communications Materials” include, but are not limited to, press events, public and external newsletters, printed materials, advertising, websites radio and public service announcements, electronic media, and construction site signage. A more detailed definition of “Communications Materials” is found in the Funding Recipient Communications Guidelines. *11.3 The Metro logo is a trademarked item that shall be reproduced and displayed in accordance with specific graphic guidelines. The preferred logo lock-up for Funding Recipients to use is included in the Funding Recipient Communications Guidelines.
*11.4 GRANTEE shall ensure that any subcontractor, including, but not limited to, public relations, public affairs, and/or marketing firms hired to produce Project Communications Materials for public and external purposes will comply with the requirements contained in this Section.

11.5 The LACMTA Project Manager shall be responsible for monitoring GRANTEE’s compliance with the terms and conditions of this Section. GRANTEE’s failure to comply with the terms of this Section shall be deemed a default hereunder and LACMTA shall have all rights and remedies set forth herein.

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12. OTHER TERMS AND CONDITIONS:

12.1 This Agreement, along with its Attachments, constitutes the entire understanding between the parties, with respect to the subject matter herein. The Agreement shall not be amended, nor any provisions or breach hereof waived, except in writing signed by the parties who agreed to the original Agreement or the same level of authority.

12.2 In the event that there is any court (proceeding between the parties to enforce or interpret this Agreement, to protect or establish any rights or remedies hereunder, the prevailing party shall be entitled to its costs and expenses, including reasonable attorney’s fees.
*12.3 Neither LACMTA nor any subsidiary or their respective directors, officers, agents, or employee thereof shall be responsible for any damage or liability occurring by reason of anything done or committed to be done by GRANTEE under or in connection with any work performed by or service provided by GRANTEE, its officers, agents, employees, contractors and subcontractors under this Agreement. GRANTEE shall fully indemnify, defend (with counsel approved by LACMTA) and hold LACMTA, and its subsidiaries and their respective directors, officers, agents and employees harmless from and against any suits and causes of actions, claims, losses, liability, damages, costs and expenses, including without limitation, any costs or liability on account of bodily injury, death or personal injury of any person or for damage to or loss of property, any environmental obligation, and any legal fees in any way arising out of acts or omissions to act related to the Project or this Agreement, without requirement that LACMTA first pay such claim. The obligations set forth in this section shall survive termination of this Agreement.

12.4 Neither party hereto shall be considered in default in the performance of its obligation hereunder to the extent that the performance of any such obligation is prevented or delayed by unforeseen causes including acts of God, acts of a public enemy, and government acts beyond the control and without fault or negligence of the affected party. Each party hereto shall give notice promptly to the other of the nature and extent of any such circumstances claimed to delay, hinder, or prevent performance of any obligations under this Agreement. *12.5 GRANTEE shall comply with and ensure that work performed under this Agreement is done in compliance with Generally Accepted Accounting Principles (GAAP), all applicable provisions of federal, state, and local laws, statutes, ordinances, rules, regulations, and procedural requirements including Federal Acquisition Regulations (FAR), and the applicable requirements and regulations of LACMTA. GRANTEE acknowledges responsibility for obtaining copies of and complying with the terms of the most recent federal, state, or local laws and regulations, and LACMTA requirements including any amendments thereto.

12.6 GRANTEE agrees that those sections of this Agreement marked with an asterisk shall be included in every contract entered into by GRANTEE or its contractors relating to work performed under this Agreement and LACMTA shall have the right to review and audit such contracts.

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12.7 GRANTEE shall not assign this Agreement, or any part thereof, without prior approval of the LACMTA Chief Executive Officer or his designee, and any assignment without said consent shall be void and unenforceable at the option of LACMTA.

12.8 This Agreement shall be governed by California law. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.

12.9 The covenants and agreements of this Agreement shall inure to the benefit of, and shall be binding upon, each of the parties and their respective successors and assigns.

12.10 GRANTEE in the performance of the work described in this Agreement is not a contractor nor an agent or employee of LACMTA. GRANTEE attests to no organizational or personal conflicts of interest and agrees to notify LACMTA immediately in the event that a conflict, or the appearance thereof, arises. GRANTEE shall not represent itself as an agent or employee of LACMTA and shall have no powers to bind LACMTA in contract or otherwise.

Item #12. Page 16
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Project Proposal Sponsor Number of
Vehicles Local Fund Amount Requested Total Award Value
1 2 BEV Avalon 2 $ 49,400 $ 274,000 $ 323,400 $ 274,000 2 2 BEV and charging equipment Calabasas 2 124,000 496,000 620,000 496,000 3 2 30' BEV and charging equipment El Monte 2 615,805 1,436,879 2,052,684 1,436,879 4 Parking Deck and bus price increase Glendale 5 22,101,900 4,930,194 27,032,094 4,930,194 5 4 BEV and charging equipment Glendora 4 1,735,535 1,000,000 2,735,535 1,000,000 6 8 FCEB and 7 BEV Pasadena 15 5,832,904 5,000,000 10,832,904 5,000,000 7 5 BEV and charging equipment West Hollywood 5 575,000 800,000 1,375,000 800,000 8 Total 35 $ 31,034,544 $ 13,937,073 $ 44,971,617 $ 13,937,073 BEV = battery electric vehicle
FCEB = fuel cell electric bus

ATTACHMENT A
LTSS ZEV Call for Projects Selection & Awards
Item #12. Page 17
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1 JANUARY 27

CITY OF GLENDORA

TRANSPORTATION DIVISION
ZEB Call for Projects Application
City of Glendora
January 18, 2023
Item #12. Page 18
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2 Project Description and Justification
AGENCY NAME: City of Glendora
PROJECT SHORT TITLE: Glendora Transit Fleet Electrification PROJECT DESCRIPTION:

The City of Glendora is embarking on the transition from conventional fossil-fueled transit buses to zeroemission battery electric buses. The City completed the required California Air Resources Board Zero Emission Bus Rollout Plan on October 26, 2022. This proposal requests funding to implement the City’s Rollout Plan with the purchase of four GreenPower EV250 32-foot battery electric buses (or equivalent), four DC fast chargers from ChargePoint, and related facility improvements. The total project cost is $2,735,536 of which the City of Glendora will contribute $1,735,536 and is requesting $1,000,000 under this grant. The City expects to be fully operational by early 2024.

PROJECT JUSTIFICATION
The City of Glendora operates both fixed-route and ADA-paratransit service. With the arrival of the Metro L (Gold) Line by 2026, the City needs to be in a position to offer first/last mile fixed-route service to the station and continue to provide high-quality midday circulation service. The EV250s will allow Glendora to run higher capacity buses to support additional transit connectivity and potentially to save operating dollars which can be reinvested in expanded service hours.

The adopted Rollout Plan targets the transition to zero-emission starting in FY2022 and ending in FY2025 for the required vehicles. This grant would allow the City of Glendora to fully implement the Rollout Plan and would mark the first agency in Los Angeles County to fully implement its approved Rollout Plan. The implementation would also support job training opportunities for Citrus College which has a zero-emission vehicle mechanic program.

The Federal Transit Administration (FTA) defines the useful life of cutaway bus as 10 years. Under the plan, the four cutaways targeted for replacement with the EV250 range in age from 12 years to eight years.

The youngest vehicle is currently out-of-service due to engine failure. The other 2015 vehicle will be at the end of its useful life in 2025 which would align with the delivery window for second batch of the EV250.

This replacement schedule aligns with the Transit Asset Management Plan (TAM), of which the City of Glendora participates with under Metro’s Group TAM Plan.

Table 1 – Glendora Transit Fleet Age and Mileage
Vehicle Model Year Mileage Status
Ford El Dorado (#418) 2011 178,899
Ford Aerostar (#419) 2014 209,803
Ford Starcraft (#420) 2015 OOS – Engine Failure
Chevrolet Arboc (#421) 2015 114,754
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3 As part of the transition to zero emission, the Transit Yard will have to be relocated to the existing Parks Yard due to electrical capacity constraints. The City has executed the agreement with Southern California Edison under the ChargeReady Transport Program to perform the design and installation of a new transformer, switchgear, meters, and conduit for the charging equipment. Currently SoCal Edison has prepared final plans and the City is facilitating the permit process. Construction is expected to commence Spring 2023 and be complete by Summer 2023. The plans are attached in the Rollout Plan.

The City has identified four ChargePoint CPE250 (62.5kW) fast chargers. The funds requested under this grant will over $25,000 per charger. The City will be procuring an electrician for the installation. Additional facility improvements including repaving and striping the yard and any necessary ADA upgrades for passengers and drivers. Figures 1 and 2 show existing conditions.

Figure 1 – Existing Yard Condition
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4 Figure 2 – Existing Lobby

PROJECT READINESS
The City prepared, submitted, and received approval from CARB for the City’s Rollout Plan on October 26, 2022. Since the City has an approved Rollout Plan, there is no risk of not receiving state vouchers (HVIP) due to non-compliance. Additionally, the City Council approved the Rollout Plan and funding will be programmed into the upcoming two-year budget cycle for the City.

The City of Glendora purchased the first two EV250s in July 2022 and expected delivery is Summer 2023.

The second round of purchase is expected to occur upon completion of the funding agreement for this grant.

Vehicle assembly takes approximately eight to nine months.

The City of Glendora completed the purchase of the ChargePoint CPE250 (62.5kW) fast chargers in July 2022. The chargers and related equipment were delivered to the City in January 2023.

The City of Glendora executed the Program Agreement with SoCal Edison for the ChargeReady Transport Program in July 2022. This allowed SoCal Edison to proceed with design and permitting. Currently, SoCal Edison has submitted final plans to the City which are now under review. Permitting will occur once final plans are accepted. Additionally, the City will grant SoCal Edison an easement for the conduits.

Construction is expected to commence in April 2023 and complete by the end of May 2023.

Item #12. Page 21
Meeting Date: 6/11/2024 / Packet Page #: 596
5 COST EFFECTIVENSS & LEVERAGING
The City of Glendora has aggressively sought grant funding as well as committed its Local Return funds to this project. This grant will leverage $1,735,535 in City, regional, and statewide grant funds. Notably, the City has secured $107,776 from the Carl Moyer Program and $276,000 from the State’s HVIP program. The City is also contributing $1,075,759 from Capital Improvement Program funds and Vehicle funds. Table 2 shows the funding plan.

The City has committed the following CIP/Local Return Funds:
• Proposition A Local Return - $367,742
• Proposition C Local Return - $374,000
• AQMD AB2766 - $258,978
• Low Carbon Fuel Standard Credits - $24,280
The City has secured the following grant funds:
• HVIP Voucher - $276,000 for the first two EV250s
• Carl Moyer Grant - $107,776 for the ChargePoint CPE250 (62.5kW) • MSRC - $50,760 for one of the first two EV250s
Table 2 – Glendora Fleet Electrification Funding Plan
Project Expenditures FY2023 FY2024 FY2025 FY2026 Total
ZEB Transit Bus (2 GreenPower EV250) $ 1,196,384 $ 1,196,384 ZEB Transit Bus (2 Upcoming) $ 1,196,384 $ 1,196,384
Chargers $ 247,104 $ 247,104
Moving/Site Work/Other $ 95,663 $ 95,663
Total Project Cost $ 1,443,488 $ 1,292,047 $ - $ - $ 2,735,535 Project Revenues FY2023 FY2024 FY2025 FY2026 Total
Fund 209 - Prop A Local Return $ 183,870 $ 183,871 $ 367,741 Fund 211 - Prop C Local Return $ 187,000 $ 187,000 $ 374,000 Fund 001 - LCFS Credits $ 24,280 $ 24,280
Fund 207 - Carl Moyer $ 107,776 $ 107,776
Fund 209/215 - HVIP Voucher $ 276,000 $ 276,000 $ 552,000 Fund 215 - AQMD/AB2766 $ 113,802 $ 145,176 $ 258,978
Fund 207 - MSRC/Other Grant $ 50,760 $ 50,760
Fund 207 - Metro ZEB Call for Project $ 500,000 $ 500,000 $ 1,000,000 Total Revenues $ 1,443,488 $ 1,292,047 $ - $ - $ 2,735,535 Balance $ - $ - $ - $ - $ -
Glendora Transit Fleet Replacement
Item #12. Page 22
Meeting Date: 6/11/2024 / Packet Page #: 597
6 BENEFIT TO TRANSIT USERS
The four buses funded by this application will be deployed on our fixed-route service. Presently, the City operates two commuter routes in the morning and afternoon and three midday routes. The commuter shuttles serve the existing Metro L (Gold) Line APU/Citrus College Station and the Midday Shuttles offer circulation within Glendora serving public schools, library, Glendora Village, and the Teen and Family Center.

With the arrival of the Metro L (Gold) Line Glendora Station, the City is anticipating higher travel demand for first/last mile transit service. During the Gold Line planning process, the Foothill Gold Line Construction Authority reduced the number of parking spaces at the Glendora Station by 118 spaces.

Simultaneously, the Supplemental Environmental Impact Report noted that the Glendora Station is forecast to have 1,700 daily boardings. Of those boardings, approximately 15%, or 255, will be from bus connections. The major employers in the city including Emanate Health Foothill Presbyterian Hospital, Glendora Unified School District, City of Glendora, and the Glendora Village. The City will be reevaluating routes staring in Summer 2023 to plan for the new connections.

PROJECT COST AND FUNDING REQUEST
The total project cost is $2,735,535. The City is requesting $1,000,000 and will provide $1,735,535 in matching funds.

Fund Source Amount Match %
City of Glendora $1,735,535.00 63%
Zero Emission Call Grant $1,000,000.00 37%
TOTAL $2,735,535.00 100%
Item #12. Page 23
Meeting Date: 6/11/2024 / Packet Page #: 598

ZEV CALL FOR PROJECT APPLICATION

TRANSIT AGENCY CERTIFICATION FORM
(Please circle YES or NO for each question)

1. Is your agency an LTSS member? YES NO

2. Is your agency an Included and/or Eligible Operator? YES NO

3. Does your agency file NTD reports with the federal government? YES NO

4. If your agency receives full funding from other sources (not including local) for the same project, do you agree to return excess funds to the “pot” for reallocation? YES NO

5. Has your agency sold or traded any transit specific funds for nontransit funds resulting in an overall loss of transit funds to the agency in the last two fiscal years? YES NO
AGENCY CERTIFICATION:

I certify that the above statements are true and accurate and that my agency’s applications for the ZEV Call demonstrate viable projects for which match funding has been identified.
_____________________________________
Printed Name and Title
_________________________ ___________
Signature DATE
Steven Mateer, Transportation Manager
January 30, 2023
Item #12. Page 24
Meeting Date: 6/11/2024 / Packet Page #: 599
Zero-Emission Bus Rollout Plan
Prepared For:

Prepared By:

Item #12. Page 25
Meeting Date: 6/11/2024 / Packet Page #: 600
September 2022
Section A. Transit Agency Information
City of Glendora
116 E Foothill Blvd
Glendora, CA 91741
Air District: South Coast Air Quality Management District Total Number of Buses in Annual Maximum Service: 4
Contact Information:

Steven Mateer
Transportation Manager
626-852-4846
[email protected]
Joint Group: The City of Glendora is not part of a Joint Group.

Section B. Rollout Plan General Information
The City of Glendora has a goal to fully transition to zero-emission buses well ahead of the 2040 deadline to begin purchasing only zero-emission technologies. The City plans to fully transition to 100% batteryelectric buses (BEB) between 2022 and 2025. This transition will not entail early retirement of any City vehicles.

This plan was prepared by City staff and Sam Schwartz Engineering, D.P.C. The cost for the creation of the Rollout Plan was $15,000 in consultant time. A copy of the board approved resolution was approved on September 13, 2022 and is attached in Appendix A.

For any additional information regarding the Rollout Plan, please contact:

Steven Mateer
Transportation Manager, City of Glendora
[email protected]
626-852-4846
Section C. Technology Portfolio
Types of zero-emission bus technologies to be deployed through 2040 The City of Glendora will be purchasing a total of four BEB minibuses to replace four existing CNG and gasoline cutaway buses. The City’s Fleet Management Plan focuses on replacing its existing cutaways between 2022 and 2025. The City will also be acquiring four ChargePoint Express chargers (62.5 kWh) to charge the buses overnight and during midday layovers.

Item #12. Page 26
Meeting Date: 6/11/2024 / Packet Page #: 601
Section D. Current Bus Fleet Composition and Future Purchase Existing Bus Fleet
The City of Glendora operates three shuttle services: Midday Shuttle, Gold Line Commuter Shuttle, and a Metrolink Commuter Shuttle. The Midday Shuttle has a total of three routes (Orange, Green, and Tripper).

Major stops for the Midday Shuttle include middle schools, high schools, Glendora Village, Glendora Library, Crowther Teen & Family Center, and Glen Oaks Golf Course. The Midday Shuttle operates from Monday through Friday during the school year.

The Gold Line Shuttle provides AM and PM service to and from the APU/Citrus and Downtown Azusa stations on the Metro Gold Line light rail. The shuttles run from these two station locations to terminals in Glendora with stops along the way.

The Metrolink Commuter Shuttle has both AM and PM shuttle service. The shuttle departs from Glendora Transit Parking Plaza and connects to the Covina Metrolink Station. The Gold Line Shuttle operates with two routes (North and South) which provide services from two park-and-ride lots to the Metro L (Gold) Line APU/Citrus College Station. The City is considering rerouting this service to connect with the newly completed Covina Transit Center.

The City of Glendora currently has a total of six (6) vans and four (4) cutaways. The vans are not required for inclusion in the rollout plan but are described for context. Three of the four cutaway vehicles are fueled by CNG, and one is fueled by gasoline. The model years for the four cutaways range from 2011 to 2015 as seen in Table 1: Individual Bus Information of Current Bus Fleet.

Table 1: Individual Bus Information of Current Bus Fleet Number of
Buses
Engine Model
Year Bus Model Year Fuel Type Bus Type
1 2011 2011 CNG Cutaway
1 2014 2014 Gasoline Cutaway
1 2015 2015 CNG Cutaway
1 2015 2015 CNG Cutaway
Currently GreenPower EV250 buses are being considered as BEB replacements for existing cutaway buses as seen in Table 2: Future Bus Purchases. GreenPower EV250 minibuses are approximately 30-32 feet long with a seating capacity of 26. The GreenPower EV250 bus has a battery capacity of 260 kWh and an advertised battery consumption rate of 1.6 kWh/mi. It has a 163-mile range per manufacturer claims and is estimated to cost $460,192.00 (after a state HVIP Program voucher) as shown in Table 3: Range and Estimated Costs of Future ZEB Purchases. The City of Glendora will not be converting any conventional buses to zero-emission buses as shown in Table 4: Schedule of Converting Buses to Zero-Emission Buses.

Item #12. Page 27
Meeting Date: 6/11/2024 / Packet Page #: 602
Table 2: Future Bus Purchases (by Delivery Date)
Timeline
Total
Number of
Buses to
Purchase
Number of
ZEB
Purchases
Percentage of
Annual ZEB
Purchase
ZEB Bus
Type
ZEB
Fuel
Type
Charging
Technology
Number of
Conventional Bus
Purchase
Percentage of
Annual Conventional
Bus Purchases
Type(s) of
Conventional
Buses
Fuel Type(s)
of
Conventional
Buses
2023 1 1 100% Minibus EV
Plug-in
Garage
Charging

N/A N/A N/A N/A
2023 1 1 100% Minibus EV
Plug-in
Garage
Charging

N/A N/A N/A N/A
2025 1 1 100% Minibus EV
Plug-in
Garage
Charging

N/A N/A N/A N/A
2025 1 1 100% Minibus EV
Plug-in
Garage
Charging

N/A N/A N/A N/A
Table 3: Range and Estimated Costs of Future ZEB Purchases (by Delivery Date) Timeline Number of
ZEBS Bus Type(s)
Advertised
BEB Range
(Miles)
Estimated Cost of
Each Bus
2023 1 Minibus 163 $460,192
2023 1 Minibus 163 $460,192
2025 1 Minibus 163 $460,192
2025 1 Minibus 163 $460,192
Item #12. Page 28
Meeting Date: 6/11/2024 / Packet Page #: 603
Table 4a: Schedule of Converting Conventional Buses to Zero-Emission Buses Timeline Number of
Buses Bus Type
Removed
Propulsion
System
New
Propulsion
System

N/A N/A N/A N/A N/A

N/A N/A N/A N/A N/A

N/A N/A N/A N/A N/A

N/A N/A N/A N/A N/A

Performance Analysis
To determine whether the available battery size for the GreenPower EV250 would be sufficient to operate Glendora’s existing shuttle service, we estimated the vehicle’s range using its advertised battery consumption rate per mile as well as a battery consumption rate per mile was estimated to reflect real world conditions. The table below, Table 5: Estimated Battery Consumption Rates, summarizes expected battery consumption rates for a new vehicle without battery degradation compared to an older one with degradation. The battery consumption rates in this analysis were informed by operational data for other similar battery-electric models in relation to their advertised performance. Performance data specific to the GreenPower EV250 was not available.

Table 5: Estimated Battery Consumption Rates

Estimated Range in Miles
(advertised battery
consumption

1.6 kWh/mi)
Estimated Range in Miles
(adjusted battery
consumption

1.79 kWh/mi)
Reduce capacity:
20% for usability 130 mi 116 mi
Reduce capacity:
20% for usability and
18% for degradation
107 mi 95 mi
Daily mileage for the City’s three vehicle schedules were then calculated to assess whether battery sizes would be compatible with existing service using the estimated real world battery ranges in Table 5. This analysis is shown in Table 6: Vehicle Schedule Analysis. The fourth cutaway vehicle is retained as a spare vehicle.

Item #12. Page 29
Meeting Date: 6/11/2024 / Packet Page #: 604
Table 6: Vehicle Schedule Analysis
Vehicle AM Gold
Line Mid-Day PM Gold
Line
Total Distance
(Miles)
Total Daily
Energy
Needed
(kWh)
Total
Required
Daily
Charging
Time
(Minutes)
1 (Northern Route) 5:20 AM -
9:09 AM
2:30 PM -
3:15 AM
4:20 PM -
8:09 PM 85 136-243 131-234
Vehicle AM Gold
Line Mid-Day PM Gold
Line
Total Distance
(Miles)
Total Daily
Energy
Needed
(kWh)
Total
Required
Daily
Charging
Time
(Minutes)
2 (Southern Route) 5:15 AM -
9:27 AM
2:30 PM -
3:45 AM
4:25 PM -
8:35 PM 109 174-312 167-300
Vehicle
AM
Metrolink
Shuttle
Mid-Day
Tripper
PM
Metrolink
Shuttle
Total Distance
(Miles)
Total Daily
Energy
Needed
(kWh)
Total
Required
Daily
Charging
Time
(Minutes)
3 5:10 AM -
7:56 AM
2:45 PM -
3:55 AM
4:15 PM -
6:50 PM 106 170-304 163-291
While the total mileage per day per vehicle exceeds the estimated mileage available on a full charge for a GreenPower EV250 bus in some cases, the addition of midday charging at the bus facility during layovers is expected to be sufficient to operate all three schedules, even with battery degradation over time.

Section E. Facilities and Infrastructure Modifications
The City of Glendora currently has one Transit Facility which houses the City’s six (6) vans and four (4) cutaways. The current facility is located at 410 E Dalton Avenue. However, due to electrical capacity constraints at the current site, the City is planning to relocate the Transit Facility to 1636 Compromise Line Road.

The Conceptual Plan for installation of the four plug-in chargers (Figure 1) shows where chargers would be installed in cutaway bus storage spaces. These charges can be used over both overnight and midday layover charging. Planned facility are detailed in Table 7: Facilities Information and Construction Timeline. The City plans to install 4 ChargePoint Express 250 Stations (62.5 kW) with Carl Moyer grant funding as well as with participation from Southern California Edison under the ChargeReady Transport Program. There are no anticipated impacts to parking capacity and there is sufficient capacity to add an additional two BEBs in the future if needed. In addition, there is sufficient capacity for the City to contemplate shared charging with Pomona Valley Transportation Authority (PVTA) at this location.

Item #12. Page 30
Meeting Date: 6/11/2024 / Packet Page #: 605
Figure 1: Conceptual Plan for Installation of Charing Equipment Table 7: Facilities Information and Construction Timeline Facility Name Address Main
Function
Types of
Infrastructure
Service
Capacity
Needs
Upgrade
(Y/N)
Estimated
Construction
Timeline
Electric
Utility
Company
Transit Facility
1636
Compromise
Line Road,
Glendora, CA,
91741
Storage and
charging for
both vans
and buses
4 plug-in depot
chargers will be
installed
4 buses
and 6 vans
before and
after
installation
of
charging
stations
Yes 2023
Southern
California
Edison
Bus operations and maintenance is currently contracted out to Transportation Concepts, a passenger transportation services company, and is conducted off-site. It is anticipated that this will continue to be the case following transition to all BEBs. Transportation Concepts has experience with maintaining battery electric buses for agencies similar in scale and circumstance to the City of Glendora. Therefore, the City does not anticipate changes to its current maintenance procedures Item #12. Page 31
Meeting Date: 6/11/2024 / Packet Page #: 606
Section F. Service in Disadvantaged Communities
According to the California Office of Environmental Health Hazard Assessment (OEHHA), disadvantaged communities are defined as the top 25% in terms of scoring in the CalEnviroScreen. CalEnviroScreen is a tool that identifies communities that are most vulnerable to pollution by using environmental, health, and socioeconomic data to produce a score for every census tract within the state of California.

According to the OEHHA Disadvantage Communities map, there are no disadvantaged communities within the City of Glendora, as shown in Figure 2: City of Glendora Disadvantaged Communities Map.

Figure 2: City of Glendora Disadvantaged Communities Map Item #12. Page 32
Meeting Date: 6/11/2024 / Packet Page #: 607
Section G. Workforce Training
Workforce training will be the responsibility of Transportation Concepts, the contracted bus service provider, who has experience with maintaining battery electric buses for agencies similar in scale and circumstance to the City of Glendora. Therefore, the City will not be directly responsible for conducting workforce trainings.

The City of Glendora also has a stated goal of forming a long-term relationship with Citrus College, a local community college, to facilitate job training for zero-emission bus maintenance activities.

Section H. Potential Funding Sources
Existing Funding
Carl Moyer Program
The Carl Moyer Program offers grant funding for cleaner engines, equipment, and other sources of air pollution reduction.
1 The City of Glendora will be using Carl Moyer grant funding for the purchase and installation of four ChargePoint plug-in garage chargers. The South Coast Air Quality Management District will oversee the funding distribution to the City of Glendora.

Southern California Edison Ready Charge Program
The Charge Ready program supports businesses or organizations for installation of EV charging equipment. Public Sector properties are eligible for two both the Charge Ready Program and the Charging Infrastructure and Rebate Program.2 By using this program for installation of four EV chargers, the agency will save an estimated $87,137, as determined by an independent contractor.

California Hybrid and Zero-Emission Truck and Bus Voucher Incentive Project (HVIP) The Hybrid and Zero-Emission Truck and Bus Voucher Incentive Project (HVIP) supports deployment of zero-emission and near-zero-emission technologies by facilitating point-of-purchase price reductions. The program is administered by CALSTART behalf of California Air Resources Board (CARB).

Low Carbon Fuel Standard (LCFS)
The LCFS program is administered by CARB to help mitigate greenhouse gas emissions. The program focuses on reducing GHG emissions and other toxic air pollutants by improving vehicle technology and supports reducing fuel consumptions while promoting transportation mobility options.

AB2766 Air Quality Improvement Funds
The City of Glendora receives a per capita allocation of vehicle license fees collected by the South Coast Air Quality Management District (AQMD). These funds are reserved for transportation project and programs which reduce criteria air pollutants. The City intends to use these funds for the purchase of ZEBs as well as charging infrastructure.
1 California Air Resources Board. Source URL: https://ww2.arb.ca.gov/our-work/programs/carl-moyer-memorial-air-quality-standardsattainment-program 2 Southern California Edison. Source URL: https://www.sce.com/evbusiness/chargeready/public Item #12. Page 33
Meeting Date: 6/11/2024 / Packet Page #: 608
Mobile Sources Reduction Committee (MSRC) Grants
The City of Glendora received a MSRC Grant for the purchase of one electric transit vehicle. The MSRC makes grant periodically available to local governments within the AQMD for the purpose of clean air projects. The City anticipates additional MSRC funds to purchase ZEBs in later years.

Los Angeles County Local Transportation Sales Taxes
Los Angeles County has four sales taxes devoted to transportation. Part of each sales tax has a “local return” portion which is distributed to each city based on statute and population. The City plans on using these funds for capital and operations of the transit fleet.

Cost Assessment and Existing Funding Contributions
The table below represents the costs associated with upgrading the current transportation facility according to the plans shown in Figure 1, including installation of chargers and associated site work.

Funding for the upgrades includes Proposition A, Carl Moyer grant, and Air Quality Management District funds.

Table 8: Transportation Yard Upgrades for EV Fleet
Project Expenditures FY2021 FY2022 FY2023 FY2024 FY2025 FY2026 Total Chargers $247,104 $247,104
Moving/Site Work/Other $50,009 $95,663 $145,672
Total Project Cost $50,009 $247,104 $95,663 $392,776
Project Revenues FY2021 FY2022 FY2023 FY2024 FY2025 FY2026 Total Fund 209 - Prop A Local
Return $50,009 $104,328 $95,663 $250,000
Fund 207 - Carl Moyer $107,776 $107,776
Fund 215 - AQMD/AB2766 $35,000 $35,000
Total Revenues $50,009 $247,104 $95,663 $392,776
Balance $ - $ - $ - $ -
Item #12. Page 34
Meeting Date: 6/11/2024 / Packet Page #: 609
Table 9 details the costs associated with Glendora’s Fleet Replacement Plan, including BEB bus purchases (aligned with delivery dates for buses), dispatching software, and replacement vans. Funding for the plan includes Proposition A, HVIP, Air Quality Management District funds, MSRC, and FTA's Section 5310 program.
3 Table 9: Glendora Transit Fleet Replacement
Project Expenditures FY2021 FY2022 FY2023 FY2024 FY2025 FY2026 Total ZEB Transit Bus $1,196,384 $1,196,384 $2,392,768
Dispatching Software $139,000 $139,000
DAR Van (4) $111,733 $131,080 $ - $ - $ - $246,813
Total Project Cost $250,733 $131,080 $1,196,384 $ - $1,196,384 $ - $2,778,581 Project Revenues FY2021 FY2022 FY2023 FY2024 FY2025 FY2026 Total Fund 209 - Prop A Local
Return $47,465 $37,718 $293,913 $43,777 $422,873
Fund 211 - Prop C Local
Return $375,000 $375,000
Fund 001 - LCFS Credits $24,280 $24,280
Fund 209/215 - HVIP
Voucher $195,500 $195,500 $391,000
Fund 215 -
AQMD/AB2766 $256,931 $256,931
Fund 207 - MSRC/Other
Grant $50,760 $957,107 $1,007,867
Fund 207 - FTA Section
5310 $203,268 $97,362 $300,630
Total Revenues $250,733 $135,080 $1,196,384 $- $1,196,384 $2,778,581 Balance $ - $ - $ - $ - $ - $ - $ -
3 FTA Section 5310 provides formula funding to states for the purpose of assisting private nonprofit groups in meeting the transportation needs of older adults and people with disabilities when the transportation service provided is unavailable, insufficient, or inappropriate to meeting these needs.

Item #12. Page 35
Meeting Date: 6/11/2024 / Packet Page #: 610
Potential Additional Funding Sources
Federal Funding
Note: In LA County, small cities are generally not eligible to be direct recipients of federal funds but can receive funds as a sub-recipient through LA Metro.

Low or No Emission (Low-No) Grant Program
The Low or No Emission competitive Federal Transit Authority (FTA) grant program supports funding to state and local governments for the purchase or lease of zero-emission and low-emission transit buses.

Eligible projects include: (1) purchasing or leasing low- or no-emission buses; (2) acquiring low- or noemission buses with a leased power source; (3) constructing or leasing facilities and related equipment (including intelligent technology and software) for low- or no-emission buses; (4) constructing new public transportation facilities to accommodate low- or no-emission buses, and/or (5) rehabilitating or improving existing public transportation facilities to accommodate low- or no-emission buses.4 In June 2021, the FTA allocated approximately $192 million in funding for the next program year. In 2020 the program funded 41 projects with a total of approximately $129 million. Of the 41 projects, the average funding amount was approximately $3.1 million. The lowest amount awarded was approximately $300,00 and the largest amount awarded was approximately $7 million.

Grants for Buses and Bus Facilities Program
The Grants for Buses and Bus Facilities Program is administered by the FTA to replace, rehabilitate, and purchase buses and related equipment to construct bus facilities. Previous project selections include the City of Hazleton, PA which received $10 million for constructing a new bus maintenance and storage facility. SEPTA was also a past recipient of the program, receiving $2 million to fund and construct new bus stations to extend its Roosevelt Boulevard Direct Bus Service from Frankford Transportation Center to Wissahickon Transportation Center.

Targeted Airshed Grants Program
The Targeted Airshed Grants program, administered by the US Environmental Protection Agency (EPA), assists local, state, and tribal air pollution control agencies with developing plans and conducting projects to reduce air pollution in non-attainment areas that EPA determines are the top five most polluted areas for ozone and PM 2.5 National Ambient Air Quality Standards. The program has approximately $59 million for the 2021 Fiscal Year. In 2020, the Allegheny County Health Department in Pennsylvania received approximately $5.6 million in funding to replace public transit buses with zero-emission alternatives. The California Air Resources Board in Nevada County also received approximately $2.4 million in 2020 to replace public transit buses with zero-emission buses.

Clean Fuels Grant Program
The Clean Fuels Grant Program is administered by the FTA to assist in maintaining National Ambient Air Quality Standards for ozone and carbon monoxide, as well as support emerging clean fuel technologies for transit buses. This includes the purchase or lease of clean fuel buses; construction or leasing of bus fueling or charging facilities and equipment; projects related to clean fuel, biodiesel, hybrid-electric, or zero-emissions technology; and buses that have lower emissions than existing clean fuel or hybrid electric technologies. Funds for a project are available over a three-year period. 4 USDOT FTA. Source URL: https://www.transit.dot.gov/lowno Item #12. Page 36
Meeting Date: 6/11/2024 / Packet Page #: 611
Energy Efficiency and Conservation Block Grant (EECBG)
The EECBG program is administered by the US Department of Energy (DOE) to support and manage projects that improve energy efficiency and decrease energy use and fossil fuel emissions. This program received one-time funding under the American Recovery and Reinvestment Act (ARRA) of 2009. The EECBG program will receive $550 million through the Infrastructure Investment and Jobs Act for a new round of grants to state and local governments for clean energy investment projects, loan programs, and energy saving performance contracting programs (i.e., budget-neutral approaches to make improvements that reduce energy use and pay for them through future energy savings usage).5 6 In the 2009 round of funding, the City of Boston received approximately $6.5 million toward reducing fossil fuel emissions, reducing total energy use, and improving energy efficiency in the building sector.7 The Infrastructure Investment and Jobs Act – Carbon Reduction Program The newly passed federal Infrastructure Investment and Jobs Act has over $1 trillion in federal infrastructure investment. The legislation establishes guaranteed funding levels through Fiscal Year 2022- 2026 and is not a one-time stimulus. Its focus is to provide a foundation for a long-term surface transportation reauthorization bill. The legislation also includes investments in aviation, EV charging infrastructure, resiliency, and more.

Within the legislation is a Carbon Reduction Program that will distribute approximately $6.4 billion over five years to states for investment in projects that will help reduce transportation emissions. Eligible projects include transportation electrification, EV charging, public transportation, infrastructure for bicycling and walking, infrastructure that would support congestion pricing, diesel engine retrofits, port electrification and intelligent transportation systems (ITS) improvements. Approximately 65% of this funding would be allocated by population to projects in local communities.8 The Infrastructure Investment and Jobs Act – Grants for Charging and Fueling Infrastructure This grant was established behalf of the Infrastructure Investment and Jobs Act. Approximately $2.5 billion over five-years start in 2022 to support the deployment of publicly accessible alternative fuel charging infrastructure. This includes EV charging infrastructure, hydrogen fueling, propane fueling, and natural gas fueling infrastructure through 2026.

State Funding
California Energy Commission Clean Transportation Program Formerly known as the Alternative and Renewable Fuel and Vehicle Technology Program, this program invests up to $100 million annually in projects that support adoption of cleaner transportation powered by alternative and renewable fuels. Funding areas include electric vehicles and charging infrastructure, including for public transit buses.
5 Office of Energy Efficiency & Renewable Energy. Source URL: https://www.energy.gov/eere/slsc/energy-savings-performance-contracting 6 Office of Energy Efficiency & Renewable Energy. Source URL: https://www.energy.gov/eere/femp/energy-savings-performance-contractsfederal-agencies 7 ProPublica. Source URL: https://projects.propublica.org/recovery/gov_entities/8900/list/1 8 The Bipartisan Infrastructure Investment and Jobs Act of 2021, U.S. Senate Committee on Environment and Public Works. Source URL:
https://www.epw.senate.gov/public/_cache/files/2/e/2e879095-7fcd-4f6e-96fd-a4ad85afa0cc/7D48782E0BEB430002A767AC75961EB0.bifhighway-one-pager-final-2.pdf Item #12. Page 37
Meeting Date: 6/11/2024 / Packet Page #: 612
Transit and Intercity Rail Capital Program (TIRCP)
The Transit and Intercity Rail Capital Program (TIRCP) was created to provide grants from the Greenhouse Gas Reduction Fund (GGRF) to help fund capital improvements to modernize California’s intercity rail, bus, ferry, and rail transit systems. The program is focused on the following policy objectives: (1) reduce emissions of greenhouse gases, (2) expand and improve transit service to increased ridership, (3) integrate the rail service of the state’s various rail operations, including integration with the heigh-speed rail system, and (4) improve transit safety.

California Air Resources Board (CARB)
The CARB has several grant opportunities that are focused on protecting public health and combatting air pollution. The Community Air Protection Program provides a community air grant which includes provisions for technical assistance to community-based organizations to support their efforts towards improving air quality and climate efforts.

California Climate Investments (CCI)
CCI is a statewide initiative that supports reducing greenhouse gas emissions, strengthening the economy, improving public health, and improving environmental conditions, with a focus on disadvantaged communities. This program uses greenhouse gas cap-and-trade proceeds to invest in projects that will reduce greenhouse gas emissions.

Clean Mobility Options Voucher Pilot Program
The Clean Mobility Options Voucher Pilot Program (CMO) awards voucher-based funding for zeroemission mobility programs that provide service in California’s historically underserved communities. CMO is funded by California Climate Investments and is administered by a collaboration between CALSTART, the Shared Use Mobility Center, GRID Alternatives, and Local Government Commission. CMO has made a concerted effort to center equity in its awardee process.

Under this grant program, the City of Richmond which was awarded $1 million to implement the City’s first citywide, on-demand shuttle program. Other examples in Northern California include the Oakland Department of Transportation $1 million grant for an Oakland E-bike Library. Oakland also received approximately $500,000 for an on-demand Oakland Unified Student Transportation program.

Low Carbon Transit Program (LCTOP)
The LCTOP was created to support operating and capital assistance for transit agencies to reduce greenhouse gas emissions and enhance mobility. This program gives priority to serving disadvantaged communities. Eligible projects selected by LCTOP will support new or expanded bus or rail services, expand intermodal transit facilities, and may include equipment acquisition, fueling, maintenance and other costs to operate those services or facilities, with each project reducing greenhouse gas emissions.9 9 Low Carbon Transit Program (LCTOP). Source URL: https://dot.ca.gov/programs/rail-and-mass-transportation/low-carbon-transit-operationsprogram-lctop Item #12. Page 38
Meeting Date: 6/11/2024 / Packet Page #: 613
Section I. Start-Up and Scale-Up Challenges
Resiliency Considerations
The City of Glendora will also need to consider resiliency as it deploys BEBs. Because BEBs are reliant on electric charging, a power outage at the depot may mean that it would not be possible to provide scheduled service for those who depend on it. In addition, in recent years, there have also been an increasing number of power shut-offs due to wildfire risk from high winds during the dry season and excess energy usage during heat waves. If these trends continue into the future, as expected, this will only exacerbate the need for the City to have a strategy to charge buses during power outages. The City of Glendora will be exploring opportunities to install on-site solar photovoltaic panels to generate on-site power, as well as battery solutions for on-site energy storage. Grant opportunities cited in the above section could potentially be used to fund such installations to augment the resiliency of Glendora transit operations.

Cost Considerations
While BEBs have a higher purchase price than CNG or gasoline-powered vehicles, maintenance and fuel costs tend to be lower. However, due to the nascent nature of the technology this, lower maintenance and fuel costs may not materialize as expected. Maintenance cost uncertainty may be somewhat mitigated because of the contract nature of Glendora’s shuttle service. However, this remains an area of uncertainty that may present challenges during the transition period. Additionally, there are limited sources of funding for new capital expenditure. Much of the existing funding is programmed to capital, operations, and maintenance. One avenue of opportunity would be partnership or group application for small operators to seek additional funding.

Technological Maturity and Uncertainty
Cutaway BEBs are relatively newly available on the market, and their market may not be entirely mature in terms of product development. Their performance is also somewhat unproven. This may be mitigated with contract warranties and a planned spare ratio of 25%. However, performance issues could potentially lead to challenges with providing scheduled service.

Item #12. Page 39
Meeting Date: 6/11/2024 / Packet Page #: 614
Appendix A
Resolution Approving
Zero Emission Bus Rollout Plan
Item #12. Page 40
Meeting Date: 6/11/2024 / Packet Page #: 615
RESOLUTION CC 2022-50

A RESOLUTION OF THE CITY COUNCIL APPROVING THE CITY OF

GLENDORA ZERO-EMISSION BUS ROLLOUT PLAN

THE CITY COUNCIL
City of Glendora, California
WHEREAS, California Code of Regulations Title 13, Division 3, Chapter 1, Article 4.3, Part 2023.1(d), Zero Emissions Bus Rollout Plan Requirements, requires that a transit agency Zero-Emission Bus Rollout Plan be approved by its governing Board; and WHEREAS, Zero-Emission Bus Rollout Plan sets forth the City of Glendora’s plan which meets the following requirements:
• A goal of full transition to zero-emission buses by 2040 with careful planning that avoids early retirement of conventional internal combustion engine buses; • Identification of the types of zero-emission bus technologies the City of Glendora is planning to deploy;
• A schedule for zero-emission and conventional internal combustion engine bus purchases and lease options;
• A schedule for conversion of conventional internal combustion engine buses to zero-emission technologies;
• A schedule for construction of facilities and infrastructure modifications or upgrades, including charging, fueling, and maintenance facilities, to deploy and maintain zero-emission buses;
• Explanation of how the City of Glendora plans to deploy zero-emission buses in Disadvantaged Communities;
• A training plan and schedule for zero-emission bus operators and maintenance and repair staff; and
• Identification of potential funding sources.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF GLENDORA, CALIFORNIA, DOES HEREBY RESOLVE AS FOLLOWS:

SECTION 1. The City Council hereby approves the City of Glendora’s Zero-Emission Rollout Plan as forth in full.

SECTION 2. That insofar as the provision(s) of any resolution, regulation, statement of policy, or previous resolution of the City Council or administrative action by the City Manager, adopted or issued prior to the date of this Resolution, which are inconsistent with the provisions of this Resolution, the same shall no longer be of any force or effect and this Resolution and the implementing Board Policies adopted herein shall control.

SECTION 3. The City Clerk shall certify to the passage and adoption of this resolution and shall enter the same in the Book of Original Resolutions.

DocuSign Envelope ID: D11F478D-99EC-41AA-8722-37F981D92B94 Item #12. Page 41
Meeting Date: 6/11/2024 / Packet Page #: 616
Resolution CC 2022-50 Page 2 of 2
PASSED, APPROVED and ADOPTED this 13th day of September, 2022.

City Council of Glendora, CA
BY:

KAREN K. DAVIS
Mayor
APPROVED AS TO FORM:

Aleshire & Wynder, LLP
WILLIAM W. WYNDER
City Attorney

CERTIFICATION
I, Kathleen R. Sessman, City Clerk/Communications Director of the City of Glendora, do hereby certify that the foregoing Resolution was duly adopted by the City Council of the City of Glendora at a regular meeting held on the 13th day of September, 2022, by the following vote:

AYES: COUNCIL MEMBERS: Allawos, Fredendall, Thompson, Boyer, Davis.

NOES: COUNCIL MEMBERS: None.

ABSENT: COUNCIL MEMBERS: None.

ABSTAIN: COUNCIL MEMBERS: None.

Dated: September 14, 2022
KATHLEEN R. SESSMAN
City Clerk/Communications Director
DocuSign Envelope ID: D11F478D-99EC-41AA-8722-37F981D92B94 Item #12. Page 42
Meeting Date: 6/11/2024 / Packet Page #: 617
Certificate Of Completion
Envelope Id: D11F478D99EC41AA872237F981D92B94 Status: Completed Subject: Please DocuSign: Resolution CC 2022-50 Approving Zero Emmissions Bus Rollout Plan.pdf Source Envelope:

Document Pages: 2 Signatures: 3 Envelope Originator:

Certificate Pages: 5 Initials: 0 Elvia Dominguez
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
116 E Foothill Blvd
Glendora, CA 91741
[email protected]
IP Address: 173.196.201.130
Record Tracking
Status: Original
9/13/2022 10:58:22 AM
Holder: Elvia Dominguez
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
KAREN K. DAVIS
[email protected]
Mayor
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Electronic Record and Signature Disclosure:

Accepted: 9/14/2022 4:25:43 PM
ID: 7098e9d4-5d0a-48df-8677-b7faf2da4612
William W. Wynder
[email protected]
Security Level: Email, Account Authentication
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Signature Adoption: Pre-selected Style
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Sent: 9/14/2022 11:55:35 AM
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Electronic Record and Signature Disclosure:

Accepted: 9/14/2022 11:57:05 AM
ID: 3db7756f-d754-45a0-88c8-e7804c19196c
Kathleen R. Sessman
[email protected]
City of Glendora
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 173.196.201.130
Sent: 9/14/2022 4:26:02 PM
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Signed: 9/15/2022 10:37:02 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
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Item #12. Page 43
Meeting Date: 6/11/2024 / Packet Page #: 618
Carbon Copy Events Status Timestamp
City Clerk Group
[email protected]
Security Level: Email, Account Authentication
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Sent: 9/15/2022 10:37:03 AM
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Electronic Record and Signature Disclosure:

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Envelope Sent Hashed/Encrypted 9/14/2022 11:55:36 AM
Certified Delivered Security Checked 9/15/2022 10:36:47 AM Signing Complete Security Checked 9/15/2022 10:37:02 AM Completed Security Checked 9/15/2022 10:37:03 AM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
Item #12. Page 44
Meeting Date: 6/11/2024 / Packet Page #: 619
arb.ca.gov 1001 I Street • P.O. Box 2815 • Sacramento, California 95812 (800) 242-4450 October 26, 2022
Steven Mateer
Transportation Manager
City of Glendora
410 E. Dalton Ave.

Glendora, California 91741
Re: The Zero Emission Bus Rollout Plan
Dear Mr. Mateer,
Thank you for submitting the City of Glendora’s Zero-Emission Bus Rollout Plan (Rollout Plan) as required by the Innovative Clean Transit regulation (Cal. Code Regs.

Tit.13 § 2023.1(d)) on September 19, 2022. Staff reviewed the Rollout Plan and concluded that:
(1) The Rollout Plan is complete and meets the requirements of Cal. Code Regs.

Tit. 13 § 2023.1(d)(1)(A)-(H); and
(2) A copy of Resolution CC 2022-50 is provided to show the Rollout Plan is approved and adopted by your Board.

I am pleased to inform you that the Rollout Plan has met the regulation’s requirements. On behalf of my team, I wish you successful implementation of this plan and appreciate your leadership in protecting local community health through adoption of zero emissions technologies.

If you have any question regarding the Innovative Clean Transit regulation, please contact Ms. Yachun Chow, Manager of the Zero Emission Truck and Bus section, at [email protected].

Sincerely,
Sydney Vergis, Ph.D.

Chief
Mobile Source Control Division
cc: See next page.

Item #12. Page 45
Meeting Date: 6/11/2024 / Packet Page #: 620
City of Glendora
October 26, 2022

cc: Yachun Chow, Ph.D.

Manager
Zero Emission Truck and Bus Section
Mobile Source Control Division
Item #12. Page 46
Meeting Date: 6/11/2024 / Packet Page #: 621
Invoice #
Progress/Expenditure Report Invoice Date
PO#
GRANTEES ARE REQUESTED TO EMAIL THIS REPORT TO:

[email protected]
or submit by mail to:

Los Angeles County Metropolitan Transportation Authority Accounts Payable
P. O. Box 512296
Los Angeles, California 90051-0296
PROJECT TITLE:

DATE SUBMITTED:

Phone Number:

E-mail: [email protected]
\
REPORT PERIOD:

LACMTA Grant $ Local Match $
(Incl. In-Kind) Local Match %
Mailing Address:

E-mail:

City / Agency:

Funds Expended to Date
(Include this Invoice Period)
Total $
Project Expenditures
This Period Expenditures
Project-to-Date Expenditures
Balance Remaining
Phone Number:

Chelsea Meister
SECTION 2: EXPENDITURE REPORT
Total Project Budget
Grantee To Complete

LACMTA ATTACHMENT C
Department:

SECTION 1: GENERAL INFORMATION
Contact Name:
213-922-5638
Job Title:

Name:

MOU #:

LACMTA Project
Manager
Project Sponsor
Contact / Project
Manager
Rev. 3.27.24 1 LTSS ZEV MOU Attachment C - Expenditure Report Attachment C
Item #12. Page 47
Meeting Date: 6/11/2024 / Packet Page #: 622
Start Date End Date
Signature Date
Name Title

3. PROJECT DELAY & ACTIONS TO RESOLVE DELAY
If project is delayed, describe reasons for delay and milestones impacted during this invoice period. If delay is for the same reason as mentioned in previous reports, please indicate by writing "Same as Previous Report." Note actions taken to resolve the delay.

1.MILESTONE SCHEDULE
List all milestones stated in the Project Application, with original start and end dates. Then list acutal milestone dates.

Project Milestones
Original Schedule in Project
Application Actual Schedule
Start Date End Date
List tasks or milestones accomplished and progress made this invoice period.

2. TASKS / MILESTONES ACCOMPLISHED
and that to the best of my knowledge and belief the information stated in this report is true and correct.

I certify that I am the responsible Project Manager or fiscal officer and representative of SECTION 3 : INVOICE PERIOD PROGRESS REPORT
Rev. 3.27.24 2 LTSS ZEV MOU Attachment C - Expenditure Report Item #12. Page 48
Meeting Date: 6/11/2024 / Packet Page #: 623
LTSS Zero Emission Vehicle (ZEV) Call for Projects
Principles and Priorities
The following principles shall be applied to project applications Qualifying agencies are LTSS members which expend Los Angeles County Local Return funds for “Local Transit” demand response and/or fixed route services.

1. Qualifying agencies may submit only one application which can include vehicle, infrastructure and related facilities.

2. In order for a project to be eligible for funding, it must receive a score of 70 or higher.

3. No one agency is eligible to claim more than 50% of the available funding.

4. Multi-agency cooperation on projects is encouraged.

5. Overmatching on projects is encouraged. HVIP vouchers count as a local match.

6. Any LTSS member agency who is unable to send a voting representative to the scoring meeting may submit their scores for inclusion in the scoring process.

7. LTSS shall re-evaluate these principles, priorities and procedures prior to any future Call processes conducted.

8. Funding may only be used for direct capital costs of the purchase of Zero Emission Vehicles (ZEV), Battery Electric Vehicle (BEV) charging infrastructure, and Fuel Cell Electric Bus (FCEB) infrastructure.

9. Similar to a letter of no prejudice, agencies can apply for grant funds toward recent or pending purchases, so long as the technology/equipment is eligible and delivered within the LTSS ZEV Call for Projects grant period.

Attachment D Item #12. Page 49
Meeting Date: 6/11/2024 / Packet Page #: 624

AVERAGE BUS PRICES FOR ZERO EMISSION VEHICLES
The average of the total vehicle prices by vehicle type is based on survey results, the CalACT/MBTA Purchasing Cooperative Agreement, DGS, and recent vehicle purchases. Transit vehicle requests are capped using the average prices below.

Vehicle Type Max. Ave. Vehicle Cost Note
27’ BEV (up to) $259,004
30’ BEV $877,957 No 30’ FCEB available
35’ BEV $1,080,263 No 35’ FCEB available
40’ BEV $921,830
40’ FCEB $1,149,860
*Source: FY22 BOS Section 5307 15%/1% discretionary call for projects guidelines

AVAILABLE FUNDING FOR ZEV INFRASTRUCTURE
Any project proposals for facility upgrades necessary to support the transition to zero emission buses must include a 20% match. Zero Emission Fueling Infrastructure is capped at $25,000 per vehicle.

Item #12. Page 50
Meeting Date: 6/11/2024 / Packet Page #: 625
Zero Emission Vehicle
Call for Projects Funding Agreement
Community Development
City Council
June 11, 2024
Steven Mateer, Transportation Manager CityOfGlendora.org Item #12. Page 51
Meeting Date: 6/11/2024 / Packet Page #: 626

BACKGROUND
• Fixed-route and paratransit
• Innovative Clean Transit Rule
• ChargeReady Transport
• MSRC Grant
• Regional Leadership
Item #12. Page 52
Meeting Date: 6/11/2024 / Packet Page #: 627

PROGRESS TO DATE
• Zero-emission buses
• Charger Installation
• Edison ChargeReady Program
• Grant Funding
Item #12. Page 53
Meeting Date: 6/11/2024 / Packet Page #: 628

LA METRO ZERO EMISSION VEHICLE CALL FOR PROJECTS
• Glendora is ineligible for federal and state funding
• Infrastructure and Jobs Act 2021 increased funding
• LA Metro allocated funds for zero-emission projects
• Glendora awarded $1 million
Item #12. Page 54
Meeting Date: 6/11/2024 / Packet Page #: 629

GRANT SCOPE OF WORK
• Purchase next two zero-emission buses
• Upgrade building and yard
• Resurfacing
• ADA/Building Code Upgrades
Item #12. Page 55
Meeting Date: 6/11/2024 / Packet Page #: 630
FUNDING PLAN Item #12. Page 56
Meeting Date: 6/11/2024 / Packet Page #: 631

RECOMMENDATIONS

1. Authorize the City Manager to execute the ero Emission Vehicle Call for Projects Proposition C Funding Agreement between the City of Glendora and the Los Angeles County Metropolitan Transportation Authority (LACMTA).

That the City Council:

Item #12. Page 57
Meeting Date: 6/11/2024 / Packet Page #: 632

STAFF REPORT
TO: MAYOR AND COUNCIL MEMBERS DATE: JUNE 11, 2024
FROM: COMMUNITY DEVELOPMENT DISTRICT(S): 1, 2, 3
SUBJECT: CONSIDERATION OF A RESOLUTION APPROVING ACQUISITION OF REAL PROPERTY LOCATED AT WEST OF BONNIE COVE (ASSESSOR PARCEL NUMBER 8643-016-087)

RECOMMENDATION
That the City Council:

1. Adopt a City Council Resolution entitled, “A RESOLUTION OF THE CITY COUNCIL APPROVING

AND AUTHORIZING THE EXECUTION OF AN AGREEMENT FOR ACQUISITION OF REAL

PROPERTY DESCRIBED AS WEST OF BONNIE COVE AVENUE (ASSESSOR PARCEL NUMBER (APN) 8643-016-087), FOM MARIA SANTOS AND FINDING & FINDING SUCH

ACQUISITION EXEMPT FROM THE REQUIREMENTS OF THE CALIFORNIA ENVIRONMENTAL QUALITY ACT;” and

2. Authorize the City Manager to execute the documents necessary to complete the acquisition of the property identified as APN 8643-016-087.

STRATEGIC FOCUS AREAS
 Goal 5: Improve and Maintain the City’s Infrastructure and Facilities (IMCIF)

EXECUTIVE SUMMARY
The Glendora People Movement Project seeks to construct over 10 miles of active transportation improvements throughout Glendora. Urban Trails are a key piece of the People Movement Project. The three trails generally follow the Los Angeles County flood control channels that run through the City. The San Dimas Wash Urban Trail, Phase 2 and 3, is a 1.5-mile extension of the existing Urban Trail and will cover Sunflower Avenue/Gladstone Street to Arrow Highway and Grand Avenue. The project features a bicycle and walking path, native landscaping, signage and wayfinding, and other recreational amenities.

As part of this project, the City needs to acquire sections of property along the San Dimas Wash. This report seeks authorization to acquire the parcel identified as APN 8643-016-087 which is located West of Bonnie Cove.

Staff is recommending approval of the Resolution included as Attachment A for the acquisition of the property per terms of the Purchase and Sale Agreement (Agreement) included as Attachment B. Funding for the acquisition is included in the People Movement Capital Improvement Project.

LEGISLATIVE HISTORY / PREVIOUS ACTIONS
The People Movement Project initially consisted of two distinct elements: urban trails and first/last mile improvements related to the Metro A Line Glendora Station. Development of the Urban Trails System started in 2011 and has seen one mile completed in 2018 along the San Dimas Wash. The remaining Urban Trails are along the Big and Little Dalton Washes. The City is currently in the permitting and rightof-way phase to complete the San Dimas Wash Urban Trail.

Item #13. Page 1
Meeting Date: 6/11/2024 / Packet Page #: 633
Staff Report Page 2 of 2
In 2018, the City in partnership with the Los Angeles County Metropolitan Transportation Authority (Metro), began planning for access improvements to the Metro A Line Glendora Station. Over the past four years, staff has engaged with residents, stakeholders, and our local partners to refine concepts and implement demonstration projects.

In March 2021, staff presented the Project to the City Council for approval to apply for a federal transportation earmark. In November 2021, staff presented an update to the City Council on the Project and the funding status.

On March 22, 2022, the City Council directed staff to proceed with final design and construction of Phase 1 improvements of the People Movement Project. Phase 1 includes first/last mile improvements along Glendora Avenue, and completion of the San Dimas and Little Dalton Urban Trails. The Congressional Member-Designated funding allows additional first/last mile improvements on Foothill Boulevard to be accelerated for inclusion in Phase 1. Phase 2 will include completion of the Big Dalton Urban Trail. Phase 3 consists of first/last mile improvements along Ada and Vermont Avenues, as well as a new walkway running between the intersections of Foothill/Grand and Carrol/Washington.

DISCUSSION
The subject property is located West of Bonnie Cove Avenue with the APN 8643-016-087 and a total square footage of 15,682. The property will be used for construction and operation of the Urban Trail project.

FISCAL IMPACT
Sufficient budget is available for the acquisition price of $20,000 plus closing costs in the People Movement Capital Improvement Project 4322101 project budget across Transit Development Act (230), Proposition C (232), Measure R (233), Measure M (234), Grants (280) and Proposition 68 (260) Funds.

The total cost of the San Dimas Urban Trail Phase 2 and 3 is estimated to be $3.2 million which includes right-of-way and construction.

ENVIRONMENTAL DETERMINATION
City Council approved a Categorical Exemption for the San Dimas Urban Trail Project on September 17, 2015. The City will revalidate the environmental documents before construction.

The acquisition of APN 8643-016-087 is covered by the commonsense exemption under Section 15061(b)(3) of the California Environmental Quality Act. Acquisition of the property does not change use of the land or cause a significant effect on the environment.

Prepared By Steven Mateer, Transportation Manager
Concurs With Not Applicable
Reviewed By Jeff Kugel, Community Development Director
Certified to Availability of Funds Kyle Johnson, Finance Director/City Treasurer Approved By Adam Raymond, City Manager
Legal Review Danny Aleshire, City Attorney
CEQA Review Not Applicable
ATTACHMENTS:

A. Resolution
B. Purchase and Sale Agreement
Item #13. Page 2
Meeting Date: 6/11/2024 / Packet Page #: 634
RESOLUTION CC 2024-__

A RESOLUTION OF THE CITY COUNCIL APPROVING AND

AUTHORIZING THE EXECUTION OF AN AGREEMENT FOR

ACQUISITION OF REAL PROPERTY DESCRIBED AS WEST OF
BONNIE COVE AVENUE (ASSESSOR PARCEL NUMBER 8643-016-087) FROM MARIA SANTOS & FINDING SUCH ACQUISITION EXEMPT

FROM THE REQUIREMENTS OF THE CALIFORNIA

ENVIRONMENTAL QUALITY ACT

THE CITY COUNCIL
City of Glendora, California
WHEREAS, Seller, Maria Santos (“Seller”) is the owner of that certain residential real property located in the City of Glendora, County of Los Angeles, State of California, located at APN 8643-016-087 (Property); and,
WHEREAS, the City desires to acquire the Property for the Glendora Urban Trail Phases 2 & 3; and,
WHEREAS, the Sellers desire to sell the Property to the City, and the City desires to acquire the Property from the Seller upon the terms and conditions set forth in that certain purchase and sale agreement (“Purchase and Sale Agreement”); and, WHEREAS, the City Manager has duly considered all the terms and conditions of the proposed Purchase and Sale Agreement and its implementation are in the best interests of the City of Glendora and the health, safety and welfare of its residents, and in accord with the public purposes and provisions of applicable state and local laws and requirements; and, WHEREAS, by this Resolution, the City Council desires to approve the Purchase and Sale Agreement and the acquisition of APN 8643-016-087 as provided for under the Purchase and Sale Agreement for the purchase price of Twenty Thousand Dollars ($20,000) with the funds allocated from the Glendora People Movement Program Capital Improvement Program funds.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF GLENDORA, CALIFORNIA, DOES HEREBY RESOLVE AS FOLLOWS:

SECTION 1. Acquisition of APN 8643-016-087 is covered by the commonsense exemption under Section 15061(b)(3) of the California Environmental Quality Act. Acquisition of the property does not change use of the land or cause a significant effect on the environment.

SECTION 2. The Purchase and Sale Agreement, in the form attached hereto as Exhibit “B” is hereby approved. The City Council hereby authorizes and directs the Mayor, or their Desginee, to execute the Purchase and Sale Agreement as well as other instruments that may be necessary or convenient to complete the acquisition on behalf of the City.

SECTION 3. The City Council authorizes and approves the payment of such moneys and provision of other consideration as are provided for under such Agreement.

SECTION 4. The City Clerk shall certify the passage and adoption of this resolution and shall enter the same in the Book of Original Resolutions.

Item #13. Page 3
Meeting Date: 6/11/2024 / Packet Page #: 635
Resolution No: CC 2024-XXPage 2 of 2
APPROVED and PASSED this ___ day of June, 2024.

City Council of Glendora, CA
BY:

MENDELL L. THOMPSON
Mayor
APPROVED AS TO FORM:

Aleshire & Wynder, LLP

DANNY ALESHIRE
City Attorney

CERTIFICATION
I, do hereby certify that the foregoing Resolution was duly adopted by the City Council of the City of Glendora at a regular meeting held on the ___ day of ______, 2024, by the following vote:

AYES: MEMBERS:

NOES: MEMBERS:

ABSENT: MEMBERS:

ABSTAIN: MEMBERS:

Dated:

KATHLEEN R. SESSMAN
City Clerk/Communications Director
Item #13. Page 4
Meeting Date: 6/11/2024 / Packet Page #: 636
1 AGREEMENT TO PURCHASE REAL PROPERTY

GLENDORA, CALIFORNIA
THIS AGREEMENT (“Agreement”) is entered into this ___ day of __________, 2024, is made by and between the City of Glendora, a municipal corporation (hereinafter “City”), and Maria Gina S. Santos, a single woman (hereinafter “Seller”). Buyer and Seller are sometimes individually referred to herein as “Party” and collectively as “Parties”.

RECITALS
A. Seller is the owner in fee simple of certain real property located West of Bonnie Cove Avenue within the City of Glendora, Los Angeles County, California, designated as Assessor Parcel Number 8643-016-087 (“Property”) which is legally described and shown in Exhibits C and D to this Agreement.

B. The Property is currently a vacant parcel located within a portion of the flood control channel for the San Dimas Wash.

C. The City desires to acquire the Property for the Glendora - Urban Trail Phases 2 & 3 Project.

D. The Seller desires to sell the Property to the City, and City desires to acquire the Property from Seller upon the terms and conditions set forth herein.

NOW, THEREFORE, in view of the above-recitals and mutual promises and covenants contained herein, the Parties agree as follows:

AGREEMENT
Section 1. Sale/Purchase of Property
Pursuant to the terms and conditions set forth herein, Seller agrees to sell the Property to City and City agrees to purchase the Property from Seller. The total purchase price for the Property to be paid by City shall be TWENTY THOUSAND DOLLARS AND NO CENTS ($20,000.00) (“Purchase Price”). In exchange for receipt of this amount, Seller releases City from any and all claims by Seller under the United States Constitution Amendments 5 and 14, and for any and all claims under state law, including but not limited to claims for the value of the real estate and improvements thereon, severance damages, relocation benefits and loss of goodwill. Notwithstanding anything to the contrary contained in this Section 1, the City shall remain liable for any injury to persons or damage to property relating to or arising from the acts of omissions of the City or its agents, employees, contractors and representatives on the Property.

Section 2. Timeframe for Completion of Obligations/Escrow DocuSign Envelope ID: A9859200-B62A-4D9E-8E02-D6294F97284D Item #13. Page 5
Meeting Date: 6/11/2024 / Packet Page #: 637
2 This sale of the Property shall be consummated following the approval of this Agreement by the City Council of the City. In the event that an escrow is deemed necessary to accomplish the transactions contemplated herein, the City agrees to open an escrow (the “Escrow”) with Commonwealth Land Title Insurance Company (“Escrow Holder”). This Agreement, along with the Grant Deed and the terms set forth in Exhibit B attached hereto (“Escrow Instructions”), constitutes the joint escrow instructions of City and Seller to the Escrow Holder, which may be supplemented by Escrow Holder’s form escrow instructions. Subject to the conditions described in Section 8, City shall deposit into Escrow the Purchase Price, payable to Seller. The closing date for the Escrow shall be no later than thirty (30) days after opening of Escrow, unless such date is extended by written agreement of the Parties. The term “Close of Escrow” shall be the date when the Grant Deed for the Property (the form of which is shown on Exhibit A, attached hereto, the “Grant Deed”) is recorded in the real property records of Los Angeles County (the “Official Records”). Except as provided in Section 8 and in the Escrow Instructions, City shall pay any and all Escrow and closing costs. Seller shall pay for the costs of the ALTA title insurance referenced in Section 8.1.

Section 3. Warranty Against Easements Not of Record
Except as would otherwise be shown in a preliminary title report or ALTA survey, to the current, actual knowledge of Seller, Seller warrants to City that as of the date of this Agreement and/or as of the date of the Close of Escrow, Seller has not granted any unrecorded easements or licenses on the Property.

Section 4. Warranty of No Governmental Action
To the current, actual knowledge of Seller, Seller warrants that there is not now, and/or as of the Close of Escrow, there will not be, any violation of any law, ordinance, rule, or administrative or judicial order affecting the Property, nor is there any judicial order affecting the Property, nor is there any condemnation, zoning change, or other proceeding or action (including legislative action) pending, threatened, or contemplated by any governmental body, except City, authority, or agency that will in any way affect the size or use of, improvements or construction on, or access to the Property by City. This warranty does not apply to governmental action where notice has not been provided to Seller.

Section 5. Warranty Against Contracts Concerning Property To the current, actual knowledge of Seller, Seller warrants that as of the date of this Agreement and/or as of the Close of Escrow, Seller has not entered into any contracts, leases, licenses, commitments, or undertakings respecting the Property, or for the performance of services on the Property, or for the use of the Property or any part of it or any agreement or contract of any kind pertaining to the Property by which City would become obligated or liable to anyone.

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3 Section 6. Warranty Against Violations
To the current, actual knowledge of Seller, Seller warrants and represents that as of the date of this Agreement and/or as of the Close of Escrow, Seller has no notice or knowledge of any violation of any statute, ordinance, regulation or administrative or judicial order or holding, whether or not appearing in public records, with respect to the Property or any improvements on the Property.

Section 7. Environmental Compliance

7.1 Seller warrants and represents that, during the time in which Seller has owned the Property, neither Seller nor, to the current, actual knowledge of Seller, any third party, has used, generated, manufactured, produced, stored or disposed of, on, under, or about the Property or transported to or from the Property any hazardous materials, including without limitation, flammable materials, explosives, asbestos, radioactive materials, hazardous wastes, toxic substances, or related injurious materials, whether injurious by themselves or in combination with other materials in violation of applicable federal, state or local laws. To the current, actual knowledge of Seller there is no proceeding or inquiry by any governmental authority, including without limitation, the California or Federal Environmental Protection Agency or the California State Department of Toxic Control, or state or regional water quality board, with respect to the presence of such hazardous materials on the Property or their migration from or to other property. For purposes of this Agreement, the term “hazardous materials” shall include but not be limited to substances defined as “hazardous substance,” “hazardous materials,” or “toxic substances” in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (Title 42 United States Code Sections 9601-9675); the Hazardous Materials Transportation Act, as amended (Title 49 United States Code Sections 1801-1819); the Resource Conservation and Recovery Act of 1976, as amended (Title 42 United States Code Section 6901-6992k); and any substance defined as “hazardous waste” in Health and Safety Code Section 25117 or as “hazardous substance” in Health and Safety Code Section 25316, and in the regulations adopted and publications promulgated under these laws.

7.2 Seller hereby agrees to indemnify, protect, hold harmless, and defend City, its Council members, officers, employees, agents, from and against any and all loss, expense, damage and liability, including without limitation (1) all foreseeable and unforeseeable consequential damages, directly or indirectly arising from the use, generation, storage, or disposal of hazardous material on the Property by Seller, and (2) the cost of any required or necessary repair, cleanup, or detoxification and the preparation of any closure or other required plans, regardless of whether such action is required before or after the Close of Escrow, but only to the extent that such liability is attributable, directly or indirectly, to the presence or use, generation, storage, release, threatened release, or disposal of hazardous materials by Seller that occurred while Seller owned the Property. Seller’s indemnity herein shall survive Close of Escrow.

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4 7.3 From and after recordation of the Grant Deed, City agrees to indemnify, protect, hold harmless and defend Seller from and against any and all loss, expense, damage and liability, including without limitation (1) all foreseeable and unforeseeable consequential damages, directly or indirectly arising from the use, generation, storage, or disposal of hazardous material on the Property by City; and (2) the cost of any required or necessary repair, cleanup, or detoxification and the preparation of any closure or other required plans, but only to the extent that such liability is attributable to the presence or use, generation, storage, release, threatened release, or disposal of hazardous materials on the Property by City. City’s indemnity herein shall survive Close of Escrow.

Section 8. Conditions to City’s Obligation to Close Escrow City’s obligation to acquire the Property and close Escrow under this Agreement is subject to (i) City’s approval of the condition of title, described in Sections 8.1 and 8.2, (ii) City’s approval of the condition of the Property described in Section 8.3, and (ii) there is no breach of representations and warranties of Seller contained in this Agreement and as described in Section 8.4.

8.1 Title Company shall be able to issue in favor of City an ALTA standard owner’s policy of title insurance dated as of the Close of Escrow with liability not less than the Purchase Price, covering the Property, showing title vested in City, and showing as exceptions only current general and special real property taxes, bonds and assessments not yet delinquent, and the exceptions to title that City has approved.

8.2 Promptly, upon opening of Escrow, Escrow Holder shall furnish City with a title commitment for an ALTA title policy and legible copies of all documents reported as exceptions in it (“Title Documents”). City shall notify Seller and Escrow Holder in writing within ten (10) days after receipt of the title commitment and the Title Documents of City’s disapproval of any exception in those documents. If any supplemental title commitment or supplemental Title Documents are submitted, then City shall notify Seller and Escrow Holder in writing within ten (10) days after City’s receipt of such items, but not later than the date mutually agreed upon by the Parties in writing for the Close of Escrow, of City’s disapproval of any title exception set forth therein.

Failure of City to notify Seller and Escrow Holder in writing of City’s disapproval of any title exceptions shall conclusively be considered as City’s approval of same. If City disapproves any title matter referred to in this paragraph, then, at City’s option, this Agreement and the escrow shall be canceled, and in such event all funds or other things deposited by City shall be returned to City immediately on demand, and City shall pay all title company and escrow charges.

8.3 City shall pay for a Property Condition Inspection by a competent inspector selected by the City. City’s obligation to close Escrow is contingent upon City’s approval of the condition of the Property at its sole discretion.

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5 8.4 If there is a breach of any representation or warranty given by Seller pursuant to this Agreement that is discovered by City before the Close of Escrow, then City may nevertheless elect to proceed to close the Escrow, in which event City shall be deemed to have elected to waive such breach, or City may elect to terminate this Agreement and the Escrow, in which event this Agreement shall be canceled. If this Agreement and the Escrow are terminated by City’s election under this paragraph, then all funds or other things deposited by City, if any, shall be returned to City immediately on demand, and Seller shall pay all title company and escrow charges.

Section 9. Warranty Against Litigation Concerning the Property To Seller’s current, actual knowledge, as of the date of this Agreement and/or as of Close of Escrow, no litigation is or will be pending against Seller regarding the use, operation, development, condition or improvement of the Property, or regarding any right, title or interest in the Property. Buyer agrees to purchase the property in as-is condition and will release Seller of liability from all property disputes upon close of escrow.

Section 10. Attorneys’ Fees
Except as set forth below in this Section, each party shall bear its own costs and fees, including any attorneys’ fees, associated with the acquisition by the City contemplated under this Agreement. If any party files an action or brings any proceeding against the other arising from this Agreement, or is made a party to any action or proceeding brought by the Escrow Holder, then as between City and Seller and City, the prevailing party shall be entitled to recover as an element of its costs of suit, and not as damages, reasonable attorneys’ fees to be fixed by the court. The “prevailing party” shall be the party who is entitled to recover its costs of suit, whether or not suit, proceeds to final judgment. A party not entitled to recover its costs shall not recover attorneys’ fees.

No sum for attorneys’ fees shall be included in calculating the amount of a judgment for purposes of deciding whether a party is entitled to its costs or attorneys’ fees.

Section 11. Warranties to Survive Close of Escrow
All warranties, covenants, and other obligations stated in this Agreement shall survive close of Escrow. All warranties, covenants, and other obligations that the City discovers to be breached before tender of the Grant Deed, and that City either expressly waives or does not object to before such tender, shall not survive tender of the Grant Deed.

Section 12. Binding on Successors.

Except as otherwise provided herein, this Agreement inures to the benefit of, and is binding on, the Parties, their respective heirs, personal representatives, successors, and assigns.

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6 Section 13. Integration Clause
This Agreement constitutes the entire agreement of the Parties with respect to the transactions contemplated herein and supersedes all prior discussion, negotiations, and agreements whether oral or written. Any amendment to this Agreement, including an oral modification supported by new consideration, must be reduced to writing and signed by all of the Parties before it will be effective.

Section 14. No Representation Regarding Legal Effect of Document No representation, warranty, or recommendation is made by Seller or City or their respective agents, employees, or attorneys regarding the legal sufficiency, legal effect, or tax consequences of this Agreement or the transaction, and each signatory is advised to submit this Agreement to his or her respective attorney before signing it.

Section 15. Counterparts
This Agreement may be executed in multiple counterparts by the Parties, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original, and all such counterparts together shall constitute one and the same instrument.

Section 16. Time is of the Essence
Time is of the essence of this Agreement, and failure to comply with the time provisions of this Agreement shall be a material breach of this Agreement. [Remainder of Page Intentionally Left Blank]
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7 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

SELLER:

Maria Gina S. Santos, a single woman
By: _______________________________

Name: ____________________________
Title: __
CITY OF GLENDORA:
___________________________
Mendell Thompson, Mayor
ATTEST: APPROVED AS TO FORM:
____________________________ ______________________________ Kathleen Sessman, City Clerk Danny Aleshire, City Attorney DocuSign Envelope ID: A9859200-B62A-4D9E-8E02-D6294F97284D Owner
Maria Santos
Item #13. Page 11
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8 Exhibit A
Form of Grant Deed
Recording Requested by and
When Recorded Return to:

CITY OF GLENDORA
City Clerk
116 E. Foothill Blvd.

Glendora, CA 91741
APN: 8643-016-087 (Exempt from Recording Fee Per Govt. Code Sect. 6103)

GRANT DEED
FOR VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, Maria Gina S. Santos, a single woman (“Grantor”) does hereby grant in fee title to the CITY OF GLENDORA (“Grantee”) that certain real property located in the City of Glendora, County of Los Angeles, State of California, more particularly described in the legal description attached hereto as ATTACHMENT “A” and depicted or illustrated on the map attached hereto as ATTACHMENT “B” (the “Property”) each of which are incorporated herein by this reference.

The Grant of the Property hereto includes all of the interests of Grantor in and to the Property and all rights and appurtenances pertaining to said real property, including any improvements and landscaping, all rights, title, interest of Grantor in and to adjacent streets, alleys or rights of way.

IN WITNESS WHEREOF, Grantor has caused this instrument to be executed on the date set forth below.

GRANTOR:

By Maria Gina S. Santos
Dated , 2024
Street: West of Bonnie Cove Avenue
APN: 8643-016-087
Attachment “A” - Legal Description
Attachment “B” - Los Angeles County Recorder’s Office Assessor’s Map DocuSign Envelope ID: A9859200-B62A-4D9E-8E02-D6294F97284D Item #13. Page 12
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9 ATTACHMENT “A”

LEGAL DESCRIPTION
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10 ATTACHMENT “B”
LOS ANGELES COUNTY RECORDER’S OFFICE ASSESSOR’S MAP
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11 CERTIFICATE OF ACCEPTANCE
(Government Code Section 27281)
This is to certify that the interest in real property interest conveyed by this Grant Deed to the undersigned City of Glendora (“City” / “Grantee”), the provisions of which instrument are incorporated by this reference as though fully set forth in this certificate, is hereby accepted by the undersigned officer/agent on behalf of the City pursuant to authority conferred by the City Council, and the Grantee consents to recordation thereof by its duly authorized officer.

APN: 8643-016-087
Dated: By:

Adam Raymond, City Manager
City of Glendora
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12 ACKNOWLEDGEMENT

STATE OF CALIFORNIA )
)
COUNTY OF _________________ )
On ______________________ before me, ____________________________________, Notary Public, personally appeared ____________________________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature: (SEAL)
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document, to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

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13 Exhibit B
Escrow Instructions

1. Escrow
City and Seller agree to open escrow in accordance with Section 2 of this Agreement. This Agreement constitutes the joint escrow instructions of City and Seller, and Escrow Agent to whom these escrow instructions are delivered is hereby empowered to act under this Agreement. The parties hereto agree to do all acts necessary to close this escrow in the shortest possible time.

As soon as possible after open of escrow, Seller will execute the respective Grant Deed attached to this Agreement as the “Grant Deed” and deposit the executed deed with Escrow Agent on City’s behalf. City agrees to deposit the purchase price upon demand of Escrow Agent. City and Seller agree to deposit with Escrow Agent any additional instruments as may be necessary to complete this transaction.

Insurance policies for fire or casualty are not to be transferred, and Seller will cancel Seller’s own policies after close of escrow.

All funds received in this escrow shall be deposited with other escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by check from such account.

2. Escrow Agent is Authorized and is Instructed to Comply with the Following Tax Adjustment Procedure:

A. Pay and charge Seller for any unpaid delinquent taxes and/or penalties and interest thereon, and for any delinquent or non-delinquent assessments or bonds against the Property.

B. In the event this escrow closes six months subsequent to execution of this agreement, and the current tax information is not available from title insurer, Escrow Agent is instructed to withhold from Seller’s proceeds an amount equal to 100% of the prorated amount due based upon the previous fiscal year’s second half tax bill. At such time that the tax information is available, Escrow Agent shall make a check payable to the County Tax Collector for Seller’s prorated portion of taxes. In the event the amount requested is not sufficient to pay Seller’s prorated portion of taxes due, the Seller herein agrees to immediately pay the difference.

In the event said tax information is available, Sellers’s taxes shall be prorated in accordance with paragraph “C” below.

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14 C. From the date that tax information is available, as per paragraph “B,” up to and including June 30th, Seller’s current taxes, if unpaid, shall be prorated to date of close of escrow on the basis of a 365 day year in accordance with Tax Collector’s proration requirements, together with penalties and interest, if said current taxes are unpaid after December 10 and/or April 10. At close of escrow, check payable to the County Tax Collector for Seller’s pro-rata portion of taxes shall be forwarded to City with closing statement.

D. Any taxes which have been paid by Seller, prior to opening of this escrow, shall not be prorated between City and Seller, but Seller shall have the sole right, after close of escrow, to apply to the County Tax Collector of said county for refund. This refund would apply to the period after City’s acquisition, pursuant to Revenue and Taxation Code Section 5096.7.

3. Escrow Agent is Authorized to and Shall:

A. Pay and charge City for 100% of escrow fees and closing costs and any amount necessary to place title in the condition necessary to satisfy this Agreement.

B. Pay and charge City for 100% of escrow fees and closing costs payable under this Agreement.

D. Disburse funds and deliver deed when conditions of this escrow have been fulfilled by City and Seller.

The Term “close of escrow”, if and where written in these instructions, shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through this escrow is authorized if necessary or proper in the issuance of said policy of title insurance.

All time limits within which any matter herein specified is to be performed may be extended by mutual agreement of the parties hereto. Any amendment of, or supplement to, any instructions must be in writing.

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15 4. Time is of the Essence in these Instructions and Escrow is to Close as Soon as Possible
If (except for deposit of money by City, which shall be made by City upon demand of Escrow Agent before close of escrow) this escrow is not in condition to close within thirty (30) days from date of these instructions, any party who then shall have fully complied with these instructions may, in writing, demand the return of their money or property; but if none have complied, no demand for return thereof shall be recognized until five (5) days after Escrow Agent shall have mailed copies of such demand to all other parties at the respective addresses shown in these escrow instructions, and if any objections are raised within said five (5) day period, Escrow Agent is authorized to hold all papers and documents until instructed by a court of competent jurisdiction or mutual instructions. If no demands are made, proceed with closing of this escrow as soon as possible.

5. Permission to Enter on Premises
Seller hereby grants to City, or its authorized agents, permission to enter upon the Property at all reasonable times prior to close of escrow for the purpose of making necessary or appropriate inspections.

6. Loss or Damage to Improvements
Loss or damage to the real property or any improvements thereon, by fire or other casualty, occurring prior to the recordation of the Deed shall be at the risk of Seller. In the event that loss or damage to the real property or any improvements thereon, by fire or other casualty, occurs prior to the recordation of the Deed, City may elect to require that the Seller pay to City the proceeds of any policy of insurance which may become payable to Seller by reason thereof, or to permit such proceeds to be used for the restoration of the damage done, or to reduce the total price by an amount equal to the diminution in value of said Property by reason of such loss or damage or the amount of insurance payable to Seller, whichever is greater. Seller shall not be liable for any loss or damage to Property caused by City upon the effective date of the Grant Deed.

7. Closing Statement
Seller instructs Escrow Agent to release a copy of Seller’s statement to City; the purpose is to ascertain if any reimbursements are due Seller.

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16 Exhibit C
Legal Description
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17 Exhibit D
Property Depiction
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City of Glendora

AUTHORIZATION TO ENTER

FOR CONSTRUCTION PURPOSES
The undersigned as recorded OWNER of parcel 8643-016-087 located West of Bonnie Cove Avenue within the city of Glendora, California, do hereby authorize and grant permission to the City of Glendora, its agents and/or assigns, to enter upon said property for the purposes of surveying, construction, and related work in connection with the construction of improvements for the project.

OWNER CO-OWNER
By: _______________________________ By: _______________________________ Print full name Print full name
X ________________________________ X ________________________________ Signature Signature
Date: _____________________________ Date: _____________________________ WITNESS:

X ________________________________
Signature
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STAFF REPORT
TO: MAYOR AND COUNCIL MEMBERS DATE: JUNE 11, 2024
FROM: POLICE DISTRICT(S): CITYWIDE
SUBJECT: APPROVE AMENDMENT NO. 1 TO THE AGREEMENT WITH THE HUMANE SOCIETY OF POMONA VALLEY INC. DBA INLAND VALLEY HUMANE SOCIETY & S.P.C.A. (IVHS)

FOR ANIMAL SHELTERING AND ANIMAL CONTROL SERVICES WITHIN THE CITY OF GLENDORA FOR FISCAL YEAR 2024-2025 IN THE AMOUNT NOT TO EXCEED $450,644

RECOMMENDATION
That the City Council:

1. Approve Amendment No. 1 to the Agreement with The Humane Society of Pomona Valley Inc. dba Inland Valley Humane Society & S.P.C.A. (IVHS) for Animal Sheltering and Animal Control Services within the City of Glendora for Fiscal Year 2024-2025 in the amount not to exceed $450,644; and

2. Authorize the City Manager or his designee to execute the Amendment with Inland Valley Humane Society & S.P.C.A.

STRATEGIC FOCUS AREAS
 Goal 4: Enhance and Modernize the Organization (EMO)

EXECUTIVE SUMMARY
At the June 8, 2021 City Council Meeting, the City of Glendora entered into an agreement with Inland Valley Humane Society & S.P.C.A. to provide animal sheltering and control services to the City of Glendora. Inland Valley Humane & S.P.C.A. provides full time animal sheltering and animal control services to the Glendora community, including pet licensing, animal care and control services, including sheltering and veterinary care of lost animals, as well as investigation of abuse and nuisance complaints.

Inland Valley Humane Society & S.P.C.A. has provided these services for the City of Glendora for 13 years. The current Agreement expires June 30, 2025.

The purpose of the Amendment is to provide the City with continued animal sheltering and control services through the Fiscal Year 2024-25, with a change to the revenue structure.

LEGISLATIVE HISTORY / PREVIOUS ACTIONS
At the June 8, 2021 City Council Meeting, staff presented the Animal Sheltering and Animal Control Services Agreement. The City Council received the report, and after some discussion, the Agreement was approved unanimously. This marks the 11th year the City has contracted animal sheltering and control services to Inland Valley Humane Society & S.P.C.A.

DISCUSSION
The current Animal Sheltering and Control Services Agreement expires June 30, 2025, and Inland Valley Humane Society & S.P.C.A have notified the City of the Amendment for the continued services through the remainder of the Agreement.

Item #14. Page 1
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Staff Report Page 2 of 2
For the past 11 years, Inland Valley Humane Society & S.P.C.A. has provided full animal care, response, and sheltering services for the City of Glendora. The City’s contractual relationship with Inland Valley Human Society & S.P.C.A. dates back to 2013 for various animal control services, including sheltering.

During this time, Inland Valley Humane Society & S.P.C.A. has partnered with the City and worked with the Police Department to provide animal care and control services, including assisting the City with a comprehensive Coyote Management Plan adopted by the City Council in October 2020.

Additionally, Inland Valley Humane Society & S.P.C.A. is working with all member agencies to continue efforts on two unified items: a fee schedule and an animal control ordinance. If adopted by all member agencies, a unified fee schedule and ordinance adopted would further streamline processes and unify information for animal control officers, licensing staff and community members within the contract cities.

The City of Glendora has reviewed and commented on the first draft ordinance, and another draft ordinance incorporating cities’ comments is expected to be circulated in the next few months. A future item is anticipated to be brought before the City Council in Fiscal Year 2024-25 for consideration.

The City will be billed for the Inland Valley Humane Society & S.P.C.A.’s cost of Animal Sheltering and Animal Control Services, minus revenue credits.

Inland Valley Humane Society & S.P.C.A. will receive and retain all payments collected for dog and cat licenses and related late fees, impound fees, kennel care fees, and court fines collected on behalf on behalf of the City of Glendora as a result of the City’s Animal Control Service Fees. Any fees collected by Inland Valley Humane Society & S.P.C.A in connection with the City’s Animal Control Service Fees will be automatically remitted to Inland Valley Humane Society & S.P.C.A. All Service Fees will be credited to the City to offset the Inland Valley Humane Society & S.P.C.A.’s Annual Fee.

The Animal Care and Control Service Agreement Amendment provides for a Consumer Price Index (CPI) annual adjustment. As an example, the increase in the Consumer Price Index from December 2022 to December 2023 was 3.5%, consistent with the United States Bureau of Labor Statistics Consumer Price Index for Los Angeles County within the same timeframe.

FISCAL IMPACT
Sufficient budget is available in the General Fund (101) for the amended Agreement. The total cost for Animal Care and Control for the Fiscal Year 2024-25 will be $450,644, effective July 1, 2024. The estimated revenue is $175,000, and the net cost to the City would be approximately $275,644 for the year.

Different from previous years, this revenue is not guaranteed and is subject to actual revenue collected by Inland Valley Humane Society & S.P.C.A. Furthermore, the guaranteed revenue in past years was $210,000, thus increasing the approximate net cost of the contract by $35,000.

ENVIRONMENTAL DETERMINATION
No CEQA associated with this item.

Prepared By Marc S. Archibald, Community Services Supervisor Concurs With Not Applicable
Reviewed By Mike Randazzo, Chief of Police
Certified to Availability of Funds Kyle Johnson, Finance Director/City Treasurer Approved By Adam Raymond, City Manager
Legal Review Danny Aleshire, City Attorney
CEQA Review Not Applicable
ATTACHMENTS:

A. Amendment No. 1
B. 2021 Contract
C. Presentation
Item #14. Page 2
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01240.0001/967948.1
AMENDMENT NO. 1

TO ANIMAL SHELTER AND ANIMAL CONTROL SERVICES AGREEMENT

THIS AMENDMENT ANIMAL SHELTER AND ANIMAL CONTROL
SERVICES AGREEMENT (“Amendment No. 1”) is made by and between the CITY OF GLENDORA (“City”) and THE HUMANE SOCIETY OF POMONA VALLEY, INC. (dba Inland Valley Humane Society & S.P.C.A.), a California nonprofit corporation (“Contractor” / “Humane Society”) is effective as of the 1
st day of July, 2024.

RECITALS
A. City and Contractor entered into that certain Animal Shelter and Animal Control Services Agreement, dated June 8, 2021 (the “Agreement”) whereby Contractor agreed to provide various animal shelter and animal control services to the City as described in the Agreement.

B. City and Contractor now desire to amend the Agreement pursuant to the terms set forth herein.

TERMS

1. Contract Changes. The Agreement is amended as provided herein. Deleted text is indicated in strikethrough and added text in bold italics. a. Section 5, subsection (a), the “Guaranteed Revenue Credits” section shall be modified as follows:
“(a) Annual Fee to Humane Society: City shall pay Humane Society for the fiscal year of July 1, 2021 to June 30, 2022, the sum of four hundred and twenty thousand dollars ($420,000.00) payable in equal monthly payments of thirty-five thousand dollars ($35,000.00) commencing on July 1, 2021 and continuing each month thereafter on or before the first day of the month, up to and through June 30, 2022, and for the fiscal year of July 1, 2022 to June 30, 2023, the sum of two hundred twenty six thousand eight hundred dollars ($226,800). Thereafter, compensation due to the Humane society shall be paid monthly and shall be calculated in the manner set forth in Paragraphs 5(dc) ("Annual Fee").

Guaranteed Revenue Credits: Humane Society shall receive and retain all payments collected for dog and cat licenses and related late fees, impound fees, kennel care fees and court fines collected on behalf of City as a result of City's animal control program. Any fees collected by Humane Society in connection with City's animal control program shall be automatically remitted to Humane Society. The City is guaranteed a minimum annual revenue by the Humane Society in the amount of two hundred and ten thousand dollars ($210,000.00) ("Guaranteed Revenue") The Guaranteed Revenue will be credited against the Annual Fee set forth in Paragraph 5(a) above, and subsequently calculated in Paragraph 5(d) below. If Humane Society is unable to collect the full Guaranteed Revenue during any term year, Humane DocuSign Envelope ID: 7120BA26-70DE-41B3-B024-ABEADBA30D88 Item #14. Page 3
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Society will credit City the entire Guaranteed Revenue amount, which will be credited to City on the final (June) invoice for that year. Any revenue collected on behalf of the City in excess of the Guaranteed Revenue shall be shared with Humane Society 50/50 and credited toward the Annual Fee due to Humane Society. The Humane Society's excess revenue portion will be placed in an escrow account to be used for medical services at the Humane Society for City residents who cannot afford to spay/neuter and/or microchip their dogs and/or cats.” b. The following language shall be added to the end of Section 5, subsection (b):

Revenue Credits: Humane Society shall receive and retain all payments collected for dog and cat licenses and related late fees, impound fees, kennel care fees and court fines collected on behalf of City as a result of City’s animal control program (“Service Fees”). Any fees collected by Humane Society in connection with City’s animal control program shall be automatically remitted to Humane Society. All Service Fees will be credited to the City against the Annual Fee set forth in Paragraph 5(a) above, and subsequently calculated in Paragraph 5(c) below. c. Section 5, subsection (c) shall be revised as follows:
“(c) Consumer Price Index Increase: The Annual Fee paid to Humane Society shall automatically increase effective July 1, 20223 and each July 1st of each subsequent year that is not a Term Renewal year in which a Pooled Use Adjustment occurs, during the term of this Agreement by an amount equal to the annual percentage increase in the Consumer Price Index - All Items for All Urban Customers, Los Angeles-Long Beach-Anaheim ("CPI"). The percentage increase is determined by comparing the published monthly index for December to the prior year index for December, up to the maximum of four percent (4%) of the previous year's Annual Fee paid to Humane Society. There shall be no reduction in the amount due to Humane Society if the CPI is negative.”
d. Section 12 shall be amended as follows:
“12 Term Renewal:

Unless either Party gives express written notice of its intent to terminate this Agreement at least ninety (90) days prior to the scheduled expiration date of the initial Term, it shall automatically renew for a successive two (2) year term. Thereafter, the Agreement shall automatically renew for two (2) years for each successive term ("Term Renewal") untilunless terminated in writing by one of the Parties as provided in Paragraph 1213 or modified by the Parties in writing.”
e. Section 13 shall be deleted and replaced.
“13. Termination:

After the completion of the initial Term, either Party, at any time, may terminate this Agreement without cause upon the giving of no less than one hundred eighty (180) days DocuSign Envelope ID: 7120BA26-70DE-41B3-B024-ABEADBA30D88 Item #14. Page 4
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prior written notice to the other Party of the intent to terminate. This notice shall include the date of termination which shall be no less than one hundred eighty (180) days following the date of the notice. In the event of such a termination, Humane Society shall be paid for all work performed under the Agreement through the date of termination.

However, if the termination occurs prior to the end of a Term or Term Renewal, City shall not be entitled to a credit for the full Guaranteed Revenue amount; City shall only be entitled to credit for revenue actually collected from July 1 through the date of termination of the year in which the Agreement is terminated. However, the City reserves the right to a credit for the full Guaranteed Revenue in the event of termination due to a breach by Humane Society. In the event that the Agreement is terminated by City, Humane Society will cooperate with City in transferring the animals sheltered and animal control services to any other consultant or provider chosen by City to perform the animal shelter and animal control services. These additional expenses include, but are not limited to, the identification and relocation of animals, transfer of records, including medical records, and other costs related to the transfer of the responsibility for animal sheltering and animal care services from Humane Society.

If termination is initiated with no breach of contract by the Humane Society, revenue will be credited to the City based on actual receipts for the service period with no additional guaranteed revenue included. There will be no pro-ration of guaranteed revenue.

After the completion of the initial Term, either Party, at any time, may terminate this Agreement without cause upon the giving of no less than one hundred eighty (180) days prior written notice to the other Party of the intent to terminate. This notice shall include the date of termination which shall be no less than one hundred eighty (180) days following the date of the notice. In the event of such a termination, Humane Society shall be paid for all work performed under the Agreement through the date of termination. In the event that the Agreement is terminated, Humane Society will cooperate with City in transferring the animals sheltered and animal control services to any other consultant or provider chosen by City to perform the animal shelter and animal control services. The additional expenses of transferring the animals and animal control services include, but are not limited to, the actual cost of identification and relocation of animals, transfer of records, including medical records, and other costs related to the transfer of the responsibility for animal sheltering and animal care services from Humane Society.

If termination is initiated, revenue will be credited to the City based on actual receipts for the service period.”

2. Continuing Effect of Agreement. Except as amended by this Amendment No. 1, the provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 1 whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by this Amendment No. 1 to the Agreement.

3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Contractor each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement. Each party represents and warrants to the other that there have been DocuSign Envelope ID: 7120BA26-70DE-41B3-B024-ABEADBA30D88 Item #14. Page 5
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no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation.

Contractor represents and warrants to City that, as of the date of this Amendment No. 1, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.

City represents and warrants to Contractor that, as of the date of this Amendment No. 1, Contractor is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.

4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 1.

5. Authority. The persons executing this Amendment No. 1 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 1 on behalf of said party, (iii) by so executing this Amendment No. 1, such party is formally bound to the provisions of this Amendment , and (iv) the entering into this Amendment No. 1 does not violate any provision of any other agreement to which said party is bound.

6. Counterparts. This Amendment No. 1 may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. Each of the parties intend to be bound by the signatures on the telecopied, .pdf or other electronically delivered document, and are aware that the other party will rely on the telecopied, .pdf or other electronically delivered signatures, and hereby wave any defenses to the enforcement of the terms of this Amendment No. 1 based on the form of signature.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 on the date and year first-above written.

CITY:

City of Glendora, a municipal corporation
Adam Raymond
City Manager
APPROVED AS TO FORM: CERTIFY AVAILABILITY OF FUNDS:

ALESHIRE & WYNDER, LLP
Danny Aleshire
City Attorney
Kyle Johnson
Finance Director/City Treasurer
ATTEST:

Kathleen R. Sessman
City Clerk/Communications Director
CONTRACTOR:

THE HUMANE SOCIETY OF POMONA VALLEY,
INC. dba INLAND VALLEY HUMANE SOCIETY &
SPCA, a California Non-Profit Corporation:

Name: Nikole Bresciani
Title: President/CEO
Email: [email protected]
Name: Laura Vieyra
Title: Board Secretary
Address: 500 Humane Way, Pomona, CA, 91766
Two corporate officer signatures required when Contractor is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer.

DocuSign Envelope ID: 7120BA26-70DE-41B3-B024-ABEADBA30D88 Apr 12, 2024 | 4:10 PM PDT
Apr 12, 2024 | 11:43 AM PDT
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Animal Control Services
Agreement Amendment
Glendora Police Department
Council Meeting
June 11, 2024
Marc Archibald, Support Services Supervisor CityOfGlendora.org Item #14. Page 24
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LEGISLATIVE HISTORY / PREVIOUS ACTIONS
At the June 8, 2021 City Council Meeting, staff presented the Animal Sheltering and Animal Control Services Agreement. City Council received the report, and after some discussion, the Agreement was approved unanimously.

This marks the 11th year the City has contracted animal sheltering and control services with Inland Valley Humane Society (IVHS).

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These services include pet licensing, animal care and control, sheltering and veterinary care of lost animals, as well as investigation of abuse and nuisance complaints.

The current agreement expires June 30, 2025. The purpose of the Amendment is to provide the City with continued services through Fiscal Year 2024-25, with a change to the revenue structure.

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The City will be billed for IVHS’s cost to Animal Sheltering and Control Services, removing the Revenue Credits.

Revenue Credits
IVHS will receive and retain all payments collected for dog and cat licenses and related late fees, impound fees, kennel care fees and court fines collected on behalf of the City from the Service Fees. Any fees collected by IVHS in connection with City’s animal control program shall be automatically remitted to IVHS. All Service Fees will be credited to the City against the IVHS’s Annual Fee.

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• The Contract Amendment provides for a Consumer Price Index (CPI) annual adjustment. As an example, the CPI between 12/2022-12/2023 was 3.5%.
• The total cost of the contract is $450,644 for Fiscal Year 2024-2025. • The anticipated revenue is $175,000, the total fiscal impact is anticipated to be $275,644.
• Additional revenue is anticipated during canvassing years. • Sufficient budget is available in the General Fund (101).

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IVHS is working with all member agencies on two unified items:

1. Fee Schedule

2. Animal Control Ordinance
The unification would further streamline processes and unify information for animal control officers, licensing staff, and community members within the contract cities.

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The City has reviewed and commented on the first draft ordinance and an additional draft ordinance including all City’s comments is expected in the next few months.

A future item is anticipated to be brought before City Council in Fiscal Year 2024-2025 for consideration.

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1. Approve Amendment No. 1 to the Agreement with The Humane Society of Pomona Valley Inc. dba Inland Valley Humane Society & S.P.C.A. (IVHS) for Animal Sheltering and Animal Control Services within the City of Glendora for Fiscal Year 2024-2025 in the amount not to exceed $450,644; and

2. Authorize the City Manager or his designee to execute the Amendment with Inland Valley Humane Society & S.P.C.A.

That the City Council:

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Thank you!
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STAFF REPORT
TO: MAYOR AND COUNCIL MEMBERS DATE: JUNE 11, 2024
FROM: PUBLIC WORKS DISTRICT(S): CITYWIDE
SUBJECT: FY 2023-24 CAPITAL IMPROVEMENT PROGRAM UPDATE

RECOMMENDATION
That the City Council:

1. Receive the FY 2023-24 Capital Improvement Program Update.

STRATEGIC FOCUS AREAS
 Goal 2: Maintain Financial Stability and Sustainability (MFSS)  Goal 4: Enhance and Modernize the Organization (EMO)
 Goal 5: Improve and Maintain the City’s Infrastructure and Facilities (IMCIF)

EXECUTIVE SUMMARY
This is an update on the Fiscal Year (FY) 2023-24 and FY 2024-25 Capital Improvement Program (CIP), outlining the status of the active projects. This update also includes projects that are carried over from FY 2021-22 and FY 2022-23. Following the previous update, Public Works has completed 17 CIP Projects, carried out five assessment studies, 14 projects are in different phases of construction, 10 projects are in different phases of design and 17 projects/assessment studies are in proposal or pre-design phase.

LEGISLATIVE HISTORY / PREVIOUS ACTIONS
On June 27, 2023, the City Council approved the Fiscal Year (FY) 2023-24 and 2024-25 Two-Year Budget, which included the 5-Year CIP. Funding was approved for the first year and programmed for the second year, and subsequent years will be subject to future budget allocations. In addition, ongoing projects approved by the City Council in previous years have been carried over to FY 2023-24.

DISCUSSION
The Engineering Division has faced challenges arising from supply chain issues and unforeseen vacancies in critical positions over the past eighteen months. Taken together, the vacancies and supply chain issues have negatively affected project delivery and slowed the CIP project reporting to the City Council.

On February 27, 2024, the City Council awarded a Municipal Engineering Services contract to Transtech Engineers. Since April 2024, Transtech Engineers have been providing staff augmentation services and preparing Request for Proposals (RFPs) to carry out different assessment studies and the design of water and street improvement projects. Transtech support is allowing the Engineering Division Team to refocus their efforts on CIP project delivery.

Some of the major projects included in Year 1 (FY 2024) of the program include: Facilities: Citywide Roof Replacement and Council Upgrades/Expansion; Parks: Shade structure for Louie Pompei Park; Streets:

Antique Street Lights and Traffic Signal Modification Design; and Water: North Glendora Reservoir Design and design of water main replacement projects.

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Some of the major projects included in Year 2 (FY 2025) of the program include: Facilities: City Corporate Yard Improvements; Parks: South Hills Bike Park; Streets: Glendora Avenue Street and Water Improvements and Traffic Signal Modification Projects; and Water: North Glendora Reservoir Construction, Watermain replacement projects and Reservoir upgrades.

Since the previous Public Works Department CIP update on September 27,2022, staff has focused on completing the construction of water, street, parks and traffic projects, conducting assessment studies, pursuing grant funding opportunities, and preparing requests for proposals for the design of CIP projects.

The Active CIP Project list, with lists of the FY 2023-24 and FY 2024-25 projects from the 5-Year CIP and projects from previous years, is included with this report as Attachment A and is available on the City’s website under the Public Works Department – Engineering Division:
https://www.cityofglendora.org/departments-services/public-works/engineering/capital-projects.

Staff continually reviews and evaluates project priorities, available funding, and makes necessary adjustments based on the resources available. The plan is dynamic and is adjusted, as is needed, to meet critical needs, unforeseen events, concerns that involve public safety and health, or changes in funding.

The summary below provides an update of recent activities – 17 projects have been completed, 14 are currently in construction, ten are in the design phase, and 17 projects are in the pre-design phase, which include citywide assessments and master plans.

Completed Projects
The 17 projects completed include six street projects, four water projects, three park projects, three facilities projects and one traffic signal upgrade project. The total cost of completed projects is $13,332,907.

Out of six street projects, two projects enhanced pedestrian crossings near six different elementary schools. Four street projects repaved the streets. A total of 341,000 square feet of pavement was ground to 2-inch to 3.5-inch with local full-depth reconstruction and repaved with rubberized asphalt. The citywide slurry seal project capped 425,292 square feet of pavement with Type-II slurry emulsion. The newly paved streets increase the Pavement Condition Index (PCI) to 100, extending the useful life by five to 15 years.

Project Name Project Actual
Cost
1 Gladstone Water Reservoir Demolition and Parking Lot Improvements $1,317,035 2 Lawford, Cossacks, St. Vladimir Street Rehabilitation $595,000 3,4 CDBG Bender, Carter, Et. Al Water and Street Improvements $2,652,118 5 Grand Ave and Bennett Avenue Traffic Signal Modification $330,000 6 Finkbiner Park Pickleball/Tennis Courts Improvement Project - Phase 1 $331,781
7 Pedestrian Crossing Enhancement Elementary Schools $515,000 8 Louie Pompei Park Turf Replacement $5,607,724
9 Dawson Pickleball Court Retrofit $25,000
10,11 Eagle Ridge Water and Street Improvements – Emergency Project $720,000 12 Replacement of Chlorine Pumps $386,180
13 Washington Elementary School Crosswalk Project $345,855 14 Police Department Security Door Project $60,821
15 Police Department – Detective Bureau, Administrative Office and Conference Room Remodel $178,200
16 Citywide Slurry Seal Project FY 2022-23 $173,310
17 Library Boiler Replacement Project $94,883
TOTAL $13,332,907
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FY 2023-24 COMPLETED CIP PROJECTS

CITYWIDE SLURRY SEAL MAP PEDESTRIAN CROSSING AT SCHOOLS Item #15. Page 3
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Construction
There are 14 projects in the construction phase, from awarding construction contracts to completing the construction. These projects include six street projects, five water projects, two facilities projects and one park project. The construction cost of these projects is estimated at $16,841,650.

The four street paving projects will repave 853,640 square feet of pavement with rubberized asphalt. Two street projects will improve pedestrian safety by replacing damaged sidewalks and installing ADAcompliant curb ramps.

Project Name Anticipated
Project Cost
1 - 5 Amelia Ave, Country Club, Lone Hill & Cumberland Area Street Rehabilitation & Water Main Replacement $3,837,000
6, 7 Bennett Ave, Washington Ave, Westridge and Bender Ave Street and Water Main Replacement $5,255,000
8, 9 Mauna Loa Area Street Rehabilitation & Water Main Replacement $3,220,000 10 Finkbiner Park Playground, concrete walkways, Parking Lot Improvements Project – Phase 2 $1,750,000
11 Citywide Facilities Security Assessment and Installation – Phase 1 $819,300 12 Dale Road Property Demolition Project $1,400,000
13 CDBG – FY 2023-24 Curb Ramp Replacement Project $269,608 14 Route 66 Sidewalk and Curb Ramp Rehabilitation Project $290,742 TOTAL $16,841,650
FY 2023-24 UNDER-CONSTRUCTION CIP PROJECTS
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CDBG CURB RAMP REPLACEMENT SIDEWALK REPLACEMENT PROJECT Design
There are nine active projects in design for streets, water, facilities, and parks. These projects include four street projects, two park projects, two facilities projects and one water project. The design phase varies from conceptual design to final design and preparation of the construction bid package. Partial funding for these projects is already funded under the approved budget and the rest of the funding is projected and will be evaluated for the upcoming years. The reported projected cost includes design and construction costs. Actual project costs will be adjusted at the time of the construction contract award.

Project Name Allocated Project
Cost
1 South Hill Bike Park $2,000,000
2 City Corporate Yard Improvement Project $9,230,485
3 Council Chamber Interior Upgrades & Expansion $1,285,448 4 Finkbiner Park Stormwater Capture Project $21,517,018 5 Lone Hill, Route 66 to San Dimas Wash, Street Rehabilitation $1,878,103 6 San Dimas Wash Bridge Improvements Design $246,811
7 North Glendora Reservoir Replacement $7,533,675
8 Citywide Slurry Seal Project, FY 2024-25 $500,000
9 Downtown Parking Lot Rehabilitation Program $250,000
TOTAL (includes Design and Construction) $44,441,540
People Movement Project
The Glendora People Movement Phase 1 includes the construction of San Dimas Wash Urban Trail Phases 2 and 3, design and construction of Little Dalton Wash Urban Trail, Glendora Avenue First/Last Mile Improvements, and Foothill Boulevard First/Last Mile Improvements. This project will include the beautification of Glendora Avenue and will utilize funds for Glendora Avenue Green Street Design ($300,000), Antique Streetlights ($1.5 million) and different Marquee Projects ($75,000). The total cost of Phase 1 is $14.2 million and is fully funded. The SGVCOG is providing $6.6 million and is managing the design and construction on behalf of the City of Glendora. Congresswoman Judy Chu also secured $5 million in federal funding. The City was also recently awarded $1 million in California Parks Grants for the San Dimas Wash Urban Trail Project.

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Assessment Studies
The following assessment studies have either been completed or are currently underway. These assessment studies will assist in planning for next five to ten years in different areas of infrastructure modernization and stability.

Project Name Cost Status
Citywide Facility Condition Assessment & Security
Assessment/Installation Phase 1 $978,358 In Progress
Antique Street Lights (First Phase) $69,651 Completed
Water Master Plan $500,000 Completed
Library Structural Assessment & Conceptual
Development $248,793 Completed
Citywide ERP & Land Management and IT
Assessment Plan $2,335,000 In Progress
Proposal/Pre-Design Phase
There are 17 projects in the proposal or feasibility phase. Water and Street improvement projects are selected based on the Water Master Plan and 2020 Pavement Management Plan’s recommendations.

The City applied for Caltrans’ funded Highway Safety Improvement Program (HSIP) grant and secured a grant in the amount of $1,733,580. Most of these projects are funded with the adopted FY 2023-25 TwoYear Budget and FY 2024-25 Two-Year Budget-Year 2: Mid-Cycle Update.

Project Name Cost
1 Manooshian Park Guardrail along the Wash – LA County Flood Control

TBD
2 HSIP Funded Traffic Signal Modification – Seven Intersections $1,150,000 3 Water Reservoir Safety Upgrades TBD
4,5 Glendora Avenue, Route 66 to Gladstone - Street and Water Main Replacement TBD
6,7 Colorado Avenue and vicinity, east of Glendora Avenue - Street and Water Main Replacement TBD
8 Pavement Management Plan TBD
9 Stormwater Master Plan $250,000
10 ADA Transition Plan $275,000
11 Parks and Trail Master Plan $275,000
12 Citywide Space Planning Assessment $49,800
13 Citywide Roof Replacement $1,454,750
14 Police Department ADA Compliant Bathroom Upgrade $165,000 15 Rock House – Big Dalton Canyon $555,500
16 La Fetra Center Building Improvements $286,500
17 Teen Center Facility Interior Renovation $54,000

FISCAL IMPACT
There is no fiscal impact for this receive and file report. Projects will be presented for City Council consideration for contract awards at future meetings.

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ENVIRONMENTAL DETERMINATION
This activity is not a “project” as defined by Section 21065 of the Public Resources Code or Sections 15060(c)(2), 15060(c)(3), and 15378 of the CEQA Guidelines.

Prepared By Maliha Fatima Ansari, Principal Civil Engineer Concurs With Not Applicable
Reviewed By William Wittkopf, Public Works Director
Certified to Availability of Funds Kyle Johnson, Finance Director/City Treasurer Approved By Adam Raymond, City Manager
Legal Review Danny Aleshire, City Attorney
CEQA Review Not Applicable
ATTACHMENTS:

A. Active CIP Projects List
B. CIP Update Presentation
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Activity for 5/27/2024 ACTIVE CIP PROJECTS PAGE 1 OF 1
Project Type
Project Name Funding Status *
Project Status
*
Project Team Remarks/Comments
City Corporate Yard Improvements
FY 24-25 $1,046,650
Programmed Future
$8,183,835
Design A Paguio / R Hacecky Conceptual/Schematic design is completed. Staff is working on the award of final design and construction documents to IDS Group in the amount of $750,000.

Citywide Facility/Security Assessments - Phase 1 $ 819,300 Construction M Ansari/ M Sledd Contract awarded on February 13, 2024 to Convergint Technologies in the amount of $760,000 for selected city facilities. Funding for future phases of security improvements will be considered as part of overall facility projects on a location-by-location basis..

Council Chamber Interior Upgrades and Expansion $ 1,285,448 Design A Paguio/ M Ansari Conceptual Plans and Cost estimates were presented to the City Council in April 2023. City Council allocated $1,285,448 to modernize and extend the patio. The staff is looking for final directions to proceed for construction plans and bid documents.

Finkbiner Park Pickle Ball,Restroom Remodel, Play Ground, Parking Area - Phase 2 $ 1,750,000 Construction M Ansari Playground equipment were replaced. Parking lot is repaved, drainage facilities are improved. ADA compliant sidewalk are installed. Project is substaintially completed.

La Fetra Center Building Improvements and Exterior Stairs $ 286,500 Pre-Design Transtech Engineers City has delegated Transtech (Municipal Services Consultant) to design and develop construction documents Teen Center Facility Interior Renovation $ 54,000 Pre-Design A Paguio Schedule a meeting with the Recreation staff to discuss the needs.

Rock House - Big Dalton Canyon $ 555,000 Pre-Design Transtech Engineers Schedule a meeting with the Facilities to discuss the needs.

Dale Road Property Demolition Project $ 1,289,374 Construction M Ansari/R Hacecky City Council awarded the Demo contract to Horizon Construction for hazardous material abatement and demolition of all the structures on the property. Contractor is in the process to get Building permits, followed by AQMD permits.

Police Department ADA Compliant Bathroom Upgrade $ 165,000 Pre-Design Transtech Engineers Transtech to prepare RFP for design of the bathrooms. Staff will reach On-call consultants and local designers.

Citywide Roof Replaccement $ 1,454,750 Pre-Design Transtech Engineers In past years, excessive rainwater leak was observed in different City buildings including areas of City Hall, Police Department, Library, Water Yard and Street Yard. Schedule a meeting with the Facilities to discuss the scope and put the construction award package.

Transportation Yard Modernization and Relocation $ 286,500 Construction M Ansari/ S Mateer Edison is extending the service to install EV Charging. Transportation Division has secured different grants.

IT
Citywide ERP & Land Management IT Assessment Plan $ 2,335,000 Progress L Gastner/A Paguio Regular meetings with Tyler for Permit issuance, plan check submittal, invoicing.

South Hill Bike Park $ 2,000,000 Design K Fay / M Ansari The survey has been completed. Bike tracks, parking area nd other amenities are designed. Staff is working on Civil and Geotechnical Design RFPs to initiate CEQA studies prior to any ground activity.

People Movement & First and Last Mile $ 9,475,000 Design S Mateer / M Ansari This project is the combination of different projects like San Dimas WashUrban Trail, Little Dalton Wash Urban Trail, Glendora Avenue First /Last Mile improvements, Foothill Blvd First/Last Mile improvements, Glendora Green Streets, different marquee installation, restoration of Antiques Street lights along Glendora Avenue. Funding for these projects is put together.

Manooshian Park Guardrail along the Wash TBD Design M Fraser /Transtech City has a reservoir where access is through LA County Flood Control facility. The city had an Use Agreement with the LACFCD for access easement. For renewal, Flood Control is requiring a guardrail along the Wash. Transtech is looking how to proceed with theeconstruction design and necessary permits.

Parks and Trails Master Plan $ 275,000 Pre-proposal TBD Schedule a meeting with the Community Services Department to discuss the needs.

Finkbiner Park Stormwater Capture Project
FY 22-23 $2,581,286
Programmed Future
$21,517,018
Design TransTech / M Ansari
90% plans completed. CEQA IS/MND is completed. Contract with Craftwater is extended to finish 100% design and secure various Environmental permit. Upper San Gabriel WASC is recommending the Project for $18.68 million construction grant over a period of 3 years.City has been approved
Stormdrain Inlet Insert Installation $ 200,000 Pre-design TBD Provide covers over the storm drain inlets retaining trash, leaves and the debris entering the storm drains.

Stormwater Master Plan FY 22-23 $250,00 Proposal Transtech Engineers Staff is preparing the RFP to get proposals for this project.

CDBG Funded FY 2023-24 Curb Ramps Replacement Project $ 269,608 Construction L Gastner Project is substaintially completed.

Route 66 and Lone Hill Sidewalk Replacement Project $ 290,742 Award L Gastner Project was awarded in March 2024 to Ruiz Concrete and Paving. The contractor was found non-reaponsive as he failed to submit Bonds.

Staff is working to take it back to the Council in July 2024 and awward to the second lowest bidder.

ADA Transition Plan $ 275,000 Proposal Transtech Engineers Working on the RFP to invite proposals.

Amelia Avenue and Wildwood Ranch Road Street Rehabilitation $ 404,241 Construction M Ansari Project is substaintially completed.

Bennett Avenue, Washington, Westridge and Bender cul_de_sacs Street Rehabilitation $ 2,100,000 Construction M Ansari Project is substaintially completed.

Cumberland, Palomar, Lone Hill, N/O Foothill $ 477,313 Construction M Ansari Project is substaintially completed.

Lonehill Avenue Street Rehabilitation - Route 66 to San Dimas Wash $ 1,878,103 Design M Ansari Pending California Department of Transportation (Caltrans) encroachment permit. Preliminary Environmental Study (PES) form has been signed by Caltrans. City will be approaching Caltrans to waive te conditions o. Otherwise, repave the street out of Caltrans right-of-way.

Mauna Loa, east of Glendora Ave Street Improvements $ 455,047 Construction M Ansari Working on concrete works - sidewalk, curb ramps, spanderal. Paving is anticipated to be done by June 2024.

San Dimas Wash Bridge Improvements Design $ 246,811 Proposal M Ansari Recieved revised Finance Letter. CALTRANS approved the change of work scope to Bridge Preventive Maintenance. Working on design RFP. Anticipated award of the design contract will be in October 2024.

Citywide Slurry Seal Project, FY 24-25 $ 500,000 Design M Ansari Streets with no structural failure and in fair pavement conditions qualify for Slurry Seal treatment. Slurry Seal treatment prolongs the pavement life to 5 years. Streets will be selected on the recommendation of the 2021 Pavement Management Study. In-house design.

Downtown Parking Lot Rehabilitation $ 250,000 Proposal M Ansari City owns several public parking lots in the downtown Glendora village area. To revitalize and beautify the downtown, parking lots need to be repaved, with ADA compliant path of travel. Transtech or On-Call consultant will be hired for the design HISP Funded Traffic Signal Modifications - Eight Locations FY 23-24 $1,150,000 FY 24-25 $1,016,420 Proposal A Paguio / M Ansari Staff is working on the design contract award to General Technologies and Solutions in the amount of $230,000. Anticipated award of design award in in July 2024.

Colorado Avenue and Vicinity, east of Glendora Avenue, Street Rehabilitation TBD Proposal Transtech Engineers Working on the RFP to invite proposals for Water and Street Improvement Design.

Pavement Management Plan (PMP) Rrport TBD Proposal Transtech Engineers Working on the RFP to invite proposals for Pavement Management Plan and 5, 7 and 10 year pavemment plans.

Glendora Avenue - Route 66 to Gladstone Street Rehabilitation TBD Proposal Transtech Engineers Working on the RFP to invite proposals for Water and Street Improvement Design.

Bennett Ave, Washington, Westridge and Bender cul_de_sac $ 2,856,000 Construction M Ansari Project is substaintially completed.

Country Club , Country Club Vista Water Mains Replacement $ 1,375,231 Construction M Ansari Project is substaintially completed.

Cumberland, Palomar, Lone Hill_N/O Foothill $ 1,318,683 Construction M Ansari Project is substaintially completed.

Mauna Loa, east of Glendora Ave Water Main Project $ 2,459,287 Construction M Ansari Project is substaintially completed.

Colorado Avenue and Vicinity, east of Glendora Avenue, Water Improvements TBD Proposal Transtech Engineers Working on the RFP to invite proposals for Water and Street Improvement Design.

Glendora Avenue - Route 66 to Gladstone Water Improvements TBD Proposal Transtech Engineers Working on the RFP to invite proposals for Water and Street Improvement Design.

North Glendora Reservoir Replacement
FY 22-23 $1,129,150 FY
23-24 $6,696,600 FY 24-
25 $837,075
Design M Ansari/ Transtech/ J
Chavira
80% Reservoir design is completed. City is invetigationg the construction feasibility, specially access to the project site. CEQA IS/MND study is on hold till the construction haul route is finalized. The city is extending its contract with the Civil Engineer and the Environmental firm.

Total Number of Active Projects = 41

WATER FACILITIES PARKS STROMWATER STREET
5/27/2024
4:08 PM
Item #15. Page 8
Meeting Date: 6/11/2024 / Packet Page #: 694
FY 2023-24 & 2024-25
Capital Improvement Program Update
Public Works, Engineering
City Council
June 11, 2024
William Wittkopf, Public Works Director
CityOfGlendora.org
Item #15. Page 9
Meeting Date: 6/11/2024 / Packet Page #: 695
2 BACKGROUND
• 2023-2025 Strategic Plan
v Maintain Financial Stability and Sustainability
v Enhance and Modernize the Organization
v Improve and Maintain the City’s Infrastructure and Facilities • On June 27, 2023, City Council approved the FY 2023-24 and FY 2024-25 Two-Year Budget, which included a 5-year Capital Improvement Plan (CIP) totaling $120.9 million. v $16.3 million of funded projects for the current fiscal year (FY 2023-24) v $12.2 million of programmed projects for the next fiscal year (FY 2024-25) Item #15. Page 10
Meeting Date: 6/11/2024 / Packet Page #: 696
3 Completed Projects
Project Name Project Actual Cost
1 Gladstone Water Reservoir Demolition and Parking Lot Improvements $1,317,035 2 Lawford, Cossacks, St. Vladimir Street Rehabilitation $595,000 3,4 CDBG Bender, Carter, Et. Al Water and Street Improvements $2,652,118 5 Grand Ave and Bennett Avenue Traffic Signal Modification $330,000 6 Finkbiner Park Pickleball/Tennis Courts Improvement Project - Phase 1 $331,781 7 Pedestrian Crossing Enhancement Elementary Schools $515,000 8 Louie Pompei Park Turf Replacement $5,607,724
9 Dawson Pickleball Court Retrofit $25,000
10,11 Eagle Ridge Water and Street Improvements – Emergency Project $720,000 12 Replacement of Chlorine Pumps $386,180
13 Washington Elementary School Crosswalk Project $345,855 14 Police Department Security Door Project $60,821
15 Police Department – Detective Bureau, Administrative Office and Conference Room Remodel $178,200
16 Citywide Slurry Seal Project FY 2022-23 $173,310
17 Library Boiler Replacement Project $94,883

TOTAL $13,332,907
Item #15. Page 11
Meeting Date: 6/11/2024 / Packet Page #: 697
4 FY 2023-24 Completed CIP Projects Map
Item #15. Page 12
Meeting Date: 6/11/2024 / Packet Page #: 698
Gladstone Reservoir Demo and New Parking Lot
5 Before After
Item #15. Page 13
Meeting Date: 6/11/2024 / Packet Page #: 699
Lawford, Cossacks, St. Vladimir Street
6 Before After
Item #15. Page 14
Meeting Date: 6/11/2024 / Packet Page #: 700
Lawford, Cossacks, St. Vladimir Street
7 Before After
Item #15. Page 15
Meeting Date: 6/11/2024 / Packet Page #: 701
Finkbiner Park Pickleball-Tennis Courts
8 Before After
Item #15. Page 16
Meeting Date: 6/11/2024 / Packet Page #: 702
Pedestrian Crossing Enhancement at Elementary Schools
9 Item #15. Page 17
Meeting Date: 6/11/2024 / Packet Page #: 703
Louie Pompei Turf Replacement
10 Item #15. Page 18
Meeting Date: 6/11/2024 / Packet Page #: 704
Eagle Ridge Street Rehabilitation
11 Before After
Item #15. Page 19
Meeting Date: 6/11/2024 / Packet Page #: 705
Washington Elementary School Crosswalk
12 Item #15. Page 20
Meeting Date: 6/11/2024 / Packet Page #: 706
Slurry Seal Project
13 Street Map Before After
Item #15. Page 21
Meeting Date: 6/11/2024 / Packet Page #: 707
14 Under Construction Projects
Project Name Anticipated Project
Cost
1 - 5 Amelia Ave, Country Club, Lone Hill & Cumberland Area Street Rehabilitation & Water Main Replacement $3,837,000
6, 7 Bennett Ave, Washington Ave, Westridge and Bender Ave Street and Water Main Replacement $5,255,000
8, 9 Mauna Loa Area Street Rehabilitation & Water Main Replacement $3,220,000 10 Finkbiner Park Playground, concrete walkways, Parking Lot Improvements Project – Phase 2 $1,750,000
11 Citywide Facilities Security Assessment and Installation – Phase 1 $819,300 12 Dale Road Property Demolition Project $1,400,000
13 CDBG – FY 2023-24 Curb Ramp Replacement Project $269,608 14 Route 66 Sidewalk and Curb Ramp Rehabilitation Project $290.742 TOTAL $16,841,650
Item #15. Page 22
Meeting Date: 6/11/2024 / Packet Page #: 708
FY 2023-24 Under Construction CIP Project Map
• Projects
vPavement
vSlurry Seal
vWater/Street
• Lane miles improved:
- 21.9
15 Item #15. Page 23
Meeting Date: 6/11/2024 / Packet Page #: 709
16 Under Design Projects

Project Name Allocated Project Cost
1 South Hill Bike Park $2,000,000
2 City Corporate Yard Improvement Project $9,230,485
3 Council Chamber Interior Upgrades & Expansion $1,285,448 4 Finkbiner Park Stormwater Capture Project $21,517,018 5 Lone Hill, Route 66 to San Dimas Wash, Street Rehabilitation $1,878,103 6 San Dimas Wash Bridge Improvements Design $246,811
7 North Glendora Reservoir Replacement $7,533,675
8 Citywide Slurry Seal Project, FY 2024-25 $500,000
9 Downtown Parking Lot Rehabilitation Program $250,000
TOTAL COST (includes Design and Construction) $44,441,540 Item #15. Page 24
Meeting Date: 6/11/2024 / Packet Page #: 710
17 Assessment Studies
Project Name Cost Status
Citywide Facility Condition Assessment & Security
Assessment/Installation Phase 1 $978,358 In-Progress
Antique Street Lights (First Phase) $69,651 Completed
Water Master Plan $500,000 Completed
Library Structural Assessment & Conceptual Development $248,793 Completed Citywide ERP & Land Management and IT Assessment Plan $2,335,000 In Progress These assessment studies will assist in planning for the next five to ten years in different areas of infrastructure modernization and stability.

Item #15. Page 25
Meeting Date: 6/11/2024 / Packet Page #: 711
18 Project Highlights
• North Glendora Reservoir Replacement Project
v Design 90%
v Site Access Review
v Community Meetings
Item #15. Page 26
Meeting Date: 6/11/2024 / Packet Page #: 712
19 Proposal/Pre-Design Phase Projects
Project Name Cost
1 Manooshian Park Guardrail along the Wash – LA County Flood Control TBD 2 HSIP Funded Traffic Signal Modification – Seven Intersections $1,150,000 3 Water Reservoir Safety Upgrades TBD
4,5 Glendora Avenue, Route 66 to Gladstone - Street and Water Main Replacement TBD 6,7 Colorado Avenue and vicinity, east of Glendora Avenue - Street and Water Main Replacement TBD
8 Pavement Management Plan TBD
9 Stormwater Master Plan $250,000
10 ADA Transition Plan $275,000
11 Parks and Trail Master Plan $275,000
12 Citywide Space Planning Assessment $49,800
13 Citywide Roof Replacement $1,454,750
14 Police Department ADA Compliant Bathroom Upgrade $165,000 15 Rock House – Big Dalton Canyon $555,500
16 La Fetra Center Building Improvements $286,500
17 Teen Center Facility Interior Renovation $54,000
Item #15. Page 27
Meeting Date: 6/11/2024 / Packet Page #: 713
20 Project Highlights
• Glendora Avenue Water Line Replacement and Paving Project v Gladstone Street to Historic Rte. 66
v RFP for Design Services
v Extensive Coordination
o LA County Flood Control
o Utility Companies
o California Department of Transpiration
v Right-of-Way for ADA compliance
Item #15. Page 28
Meeting Date: 6/11/2024 / Packet Page #: 714
21 Engineering CIP Website
Capital Improvement Program Projects | City of Glendora Item #15. Page 29
Meeting Date: 6/11/2024 / Packet Page #: 715
22 RECOMMENDATIONS

1. Receive and file FY 2023-24 Capital Improvement Program (CIP) Update That the City Council:

Item #15. Page 30
Meeting Date: 6/11/2024 / Packet Page #: 716

STAFF REPORT
TO: MAYOR AND COUNCIL MEMBERS DATE: JUNE 11, 2024
FROM: ADMINISTRATIVE SERVICES DISTRICT(S): CITYWIDE
SUBJECT: ANNUAL COMPREHENSIVE FINANCIAL REPORT FOR FISCAL YEAR ENDED JUNE 30, 2023

RECOMMENDATION
That the City Council:

1. Receive and file the Annual Comprehensive Financial Report for fiscal year ending June 30, 2023.

STRATEGIC FOCUS AREAS
 Goal 2: Maintain Financial Stability and Sustainability (MFSS)

EXECUTIVE SUMMARY
The Annual Comprehensive Financial Report (ACFR) is an extensive report summarizing the financial activities of the City for the fiscal year from July 1, 2022 to June 30, 2023. Badawi & Associates has completed an independent audit and issued an unmodified (“clean”) opinion on the financial statements.

This is the best opinion the City can receive from its auditors. Specifically, an unmodified opinion means as a result of their examination, testing and audit procedures, Badawi & Associates concluded the financial statements fairly present the financial position of the City.

LEGISLATIVE HISTORY / PREVIOUS ACTIONS
Glendora Municipal Code 2.20.030, stipulates that Finance shall prepare and present to the City Council an annual statement or report in sufficient detail to show the financial condition of the City.

DISCUSSION
The ACFR is prepared in compliance with the Governmental Accounting Standards Board (GASB) standards. Pursuant to GASB guidelines, the City’s ACFR is divided into three sections: Introductory, Financial and Statistical.

The Introductory Section provides a brief overview of the City, economic outlook, operational controls and major initiatives. It also includes the GFOA Certificate of Achievement for Excellence in Financial Reporting for fiscal year ended June 30, 2023. The City has consistently received this certificate. The ACFR for the fiscal year ended June 30, 2023, will be submitted to GFOA this month, June 2024 with approved extensions due to extenuating circumstances, such as implementing a new financial system and staff vacancies. However, there is an expectation of receiving the award again.

The Financial Section which will be the primary point of discussion in this report, includes the independent auditors’ opinion letter, Management’s Discussion and Analysis (MD&A), and the Basic Financial Statements. The Management’s Discussion and Analysis (MD&A) provides a narrative of how the financial report is presented and key highlights of some of the changes in our financial position. The MD&A provides tables showing comparative information from fiscal year ended June 30, 2022 to the fiscal year ended June 30, 2023.

Item #16. Page 1
Meeting Date: 6/11/2024 / Packet Page #: 717
Staff Report Page 2 of 3
The Financial Section includes multiple financial statement formats, starting with the Government-Wide Financial Statements, Fund Financial Statements and Combining & Individual Fund Statements. The Government-Wide Financial Statements are intended to communicate the financial condition of the City in a manner similar to private sector reporting. The Fund Financial Statements and the Combining & Individual Fund Statements relate more closely to the budget document and the day-to-day management of the City’s resources. Below are highlights from the financial reports.

Government-Wide Financial Statement Highlights
In 2022, the Net Position was $217.3 million and at the end of FY 2023 the Net Position is $214 million.

This is a decrease in Net Position of $3.3 million. The change in Net Position based on the 2023 activity is a decrease of $6.8 million for Governmental Activities and an increase of $3.5 million for Business-Type Activities. For both Governmental and Business-Type Activities the change is primarily represented by the City’s Net Pension Asset reclassifying as a Net Pension Liability. This is primarily due to the CalPERS actuarial evaluation measured for FY 2023. CalPERS investments did not perform favorably during the measurement year creating a pension liability and pension expense for FY 2023.

Governmental Fund Highlights
Governmental Funds include the General Fund, Special Revenue Funds, Capital Project Funds, and Debt Service Funds. The Net Change in Fund Balances for the General Fund for the fiscal year was an increase of $2,856,550 after applying the reserve policy transfers, which maintained a contingency reserve balance of $15.6 million.

General fund revenues came in better than budgeted in all revenue sources except Use of Money and Property. This is due to the recording of a loss on a fair market value calculation of the City’s cash and investments due to GASB 31 requirements. Taxes performed well due to the Sales and Measure E transaction and use tax. Property tax revenues increased slightly relating to the steady rising home values within the City. License and Permits exceeded budget by $0.8 million due to an increase in building and plan checks issued. Charges for Services exceeded budgets by $0.5 million due to increased revenue in contract classes and activities. Other revenues were generally in-line with the budgeted amounts.

The transfers out from the General Fund were done in accordance with the reserve policy that was adopted in June 2020. The committed fund balance: emergency contingency reserve was established at a maximum of 45% of prior year operating General Fund expenditures and the amounts in excess of 45% at yearend were transferred per the policy to the Capital Projects Fund ($2.4 million), Pension Stabilization Fund ($1.4 million), any deficit internal service fund and towards the City’s Other Post-Employment Benefit Section 115 Trust (OPEB Trust). In this case, $0.5 million was transferred to the General Liability Fund and to the OPEB Trust. The Pension Stabilization Fund is combined with the General Fund for financial statement presentation purposes. At the June 30, 2023, the General Fund Committed Contingencies Reserve is $15.6 million. This reserve is critical for emergencies and is relied upon for cash flow needs during the year, in particular during the first six months of the fiscal year before property tax revenues are received.

Business Type Activities/Proprietary Funds Highlights
Proprietary Funds include the Water funds, and the Internal Service Funds. The major fund is the Water Funds, both operations and capital.

The change in net position represents revenues that exceed expenditures. Per the rate study, these funds are designated for capital projects in the new budget year and to maintain reserves per the Water reserve policy. The net investment in capital assets is the value of the assets net of the outstanding debt. Net investment in capital assets increased by $5.6 million during this fiscal year primarily due to the City starting the Louie Pompei Turf replacement project as well as multiple water main replacement projects.

These funds are not spendable. Of the Internal Service Funds, the Worker’s Compensation ended the year with a deficit net position. For the Worker’s Compensation Fund the deficit is comprised of the actuarially estimated liability of open claims and judgments both reported and those incurred but not reported (IBNR). By its nature the IBNR calculation fluctuates from year to year. It is important to note the current cash balance of $2.4 million is sufficient for the annual operating cash flow needs, which is in Item #16. Page 2
Meeting Date: 6/11/2024 / Packet Page #: 718
Staff Report Page 3 of 3
addition to the monthly charges for services to the respective departments. Per the General Fund reserve policy, this year, the General Liability Fund received a transfer of $0.5 million. Although the General Liability Fund did not end the year with a deficit net position, the transfer was to mitigate ending the year in a deficit and to cover the FY24 operating budget.

Fiduciary Funds Highlights
Fiduciary Funds include Successor Agency Funds. The Successor Agency Funds are used primarily for debt service.

The Statistical Section is the last section of the ACFR. The Statistical Section includes data useful in analyzing the City’s financial and operational history for comparative purposes. Some of the financial statistics tracked include financial trends, revenue capacity, and debt capacity, which are useful for evaluating the City’s financial stability. There are also demographic/economic information and operating indicators which allow the reader to understand the environment and how the financial report relates to the services provided by the City.

FISCAL IMPACT
There is no fiscal impact associated with the recommendations in this report.

ENVIRONMENTAL DETERMINATION
There is no CEQA impacts associated with the recommendations in this report.

Prepared By Shirley Feng, Senior Accountant
Concurs With Not Applicable
Reviewed By Kyle Johnson, Finance Director/City Treasurer Certified to Availability of Funds Kyle Johnson, Finance Director/City Treasurer Approved By Adam Raymond, City Manager
Legal Review Danny Aleshire, Assistant City Attorney
CEQA Review Not Applicable
ATTACHMENTS:

A. 2023 Glendora Annual Comprehensive Financial Report
B. Presentation
Item #16. Page 3
Meeting Date: 6/11/2024 / Packet Page #: 719
Attachment
A. 2023 Glendora Annual Comprehensive Financial
Report
To Be Delivered Under Separate Cover
Item #16. Page 4
Meeting Date: 6/11/2024 / Packet Page #: 720
Annual Comprehensive
Financial Report
Fiscal Year ended June 30, 2023
Finance Department
CityOfGlendora.org
City Council
June 11, 2024
Item #16. Page 5
Meeting Date: 6/11/2024 / Packet Page #: 721

ACFR STRUCTURE AND AUDITOR COMMUNICATIONS
• Annual Comprehensive Financial Report
(ACFR)
• Letter of Transmittal
• Independent Auditor’s Report
• Management’s Discussion and Analysis
• Basic Financial Statements
• Supplemental Information
• Statistical Section
Item #16. Page 6
Meeting Date: 6/11/2024 / Packet Page #: 722
• Snapshot as of specific date June 30, 2023
• Review of the City’s procedures, policies, internal controls and records
• Required by bond issuers, state statute and City policy • Audit performed and presented in accordance with
• Generally Accepted Accounting Principles (GAAP)
• Governmental Accounting Standards Board (GASB)
• Government Auditing Standards (GAS)
AUDIT – KEY TAKEAWAYS Item #16. Page 7
Meeting Date: 6/11/2024 / Packet Page #: 723
Statement of Activities
Governmental
Activities
Business-Type
Activities Total
Beginning Net Position
(7/1/22) $127,525,369 $89,784,309 $217,309,678
Increase/(Decrease)
(2023 Activity) (6,832,482) 3,498,969 (3,333,513)
Ending Net Position
(6/30/23) $120,692,887 $93,283,278 $213,976,165
GOVERNMENT – WIDE FINANCIAL STATEMENTS Item #16. Page 8 Meeting Date: 6/11/2024 / Packet Page #: 724
Statement of Net Position
2023 2022 Changes
Capital Assets $140,540,350 $132,585,970 $7,954,380
Restricted 34,688,678 27,586,588 7,102,090
Unrestricted 38,747,137 57,137,120 (18,389,983)
Total $213,976,165 $217,309,678 ($3,333,513)
GOVERNMENT – WIDE FINANCIAL STATEMENTS Item #16. Page 9 Meeting Date: 6/11/2024 / Packet Page #: 725
General Fund
Fund Balance, Beginning of Year (7/1/22) $32,715,319
Net Change in Fund Balance 2,856,550
Fund Balances, End of Year (6/30/23) $35,571,869
FUND FINANCIAL STATEMENTS - GOVERNMENTAL Item #16. Page 10 Meeting Date: 6/11/2024 / Packet Page #: 726
General Fund
Governmental
Activities
Nonspendable: (Advance to Successor Agency) $5,158,251
Restricted: (Route 66 Specific Plan Projects) 3,225,496 Committed to: (Contingency Reserve) 15,624,371
Assigned to:

Capital Projects 466,539
General Government (Encumbrances) 424,396
Compensated Absences 724,637
PERS & OPEB 8,358,126
Unassigned: 1,590,053
Total $35,571,869
FUND FINANCIAL STATEMENTS - GOVERNMENTAL Item #16. Page 11 Meeting Date: 6/11/2024 / Packet Page #: 727
Water Fund
Restated Fund Balance, Beginning of Year
(7/1/22) $91,820,715
Net Change in Fund Balance 3,333,125
Fund Balances, End of Year (6/30/23) $95,153,840
Water Fund – Net Position
Net investment in capital assets 65,788,023
Unrestricted 29,365,817
Fund Balances, End of Year (6/30/22) $95,153,840
FUND FINANCIAL STATEMENTS - PROPRIETARY Item #16. Page 12 Meeting Date: 6/11/2024 / Packet Page #: 728
• Internal Service Funds
• General Liability
• Technology Fund
• Other Funds
• Fiduciary Funds
• Successor Agency
OTHER FUND GROUPS Item #16. Page 13
Meeting Date: 6/11/2024 / Packet Page #: 729
• Auditors issued an Unmodified
(“clean”) opinion for the June 30,
2023 ACFR
• Received GFOA Award for Excellence in
Financial Reporting for the June 30,
2022 ACFR
• Received GFOA Award for Outstanding
Achievement in Popular Annual
Financial Reporting for the June 30,
2022 PAFR
OPINIONS & ACCOLADES Item #16. Page 14
Meeting Date: 6/11/2024 / Packet Page #: 730
• Hardcopies – Finance Division and City Clerk
• Website – Finance Reports Section
TRANSPARENCY AND WEBSITE Item #16. Page 15
Meeting Date: 6/11/2024 / Packet Page #: 731
That the City Council:

1. Receive and file the Annual Comprehensive Financial Report for the Fiscal Year ended June 30, 2023.

RECOMMENDATIONS Item #16. Page 16
Meeting Date: 6/11/2024 / Packet Page #: 732